RISK FACTORS

You should carefully consider the risks and uncertainties set forth below as well as the other information contained in this prospectus before deciding to tender your outstanding Restricted Notes into the Exchange Offer. Any of the following risks and uncertainties could materially and adversely affect our business, financial condition, operating results or cash flow and we believe that the following information identifies the material risks and uncertainties affecting our company; however, the following risks and uncertainties are not the only risks and uncertainties facing us and it is possible that other risks and uncertainties might significantly impact us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial also may materially and adversely affect our business, financial condition or results of operations. In such a case, the trading price of the Exchange Notes could decline or we may not be able to make payments of interest and principal on the Exchange Notes, and you may lose all or part of your original investment.

Risks Relating to the Exchange Offer

You may have difficulty selling any Restricted Notes that you do not exchange.

If you do not exchange your Restricted Notes for Exchange Notes in the Exchange Offer, you will continue to be subject to restrictions on transfer of your Restricted Notes as set forth in the offering memorandum distributed in connection with the private placement of the Restricted Notes. In general, the Restricted Notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except in limited circumstances as required by the Registration Rights Agreements, we do not intend to register resales of the Restricted Notes under the Securities Act. The tender of Restricted Notes under the Exchange Offer will reduce the outstanding amount of the Restricted Notes, which may have an adverse effect upon, and increase the volatility of, the market prices of the Restricted Notes due to a reduction in liquidity.

You must comply with the procedures of the Exchange Offer in order to receive new, freely tradable Exchange Notes.

Delivery of Exchange Notes in exchange for the Restricted Notes tendered and accepted for exchange pursuant to the Exchange Offer will be made only after you properly follow the procedures of the Exchange Offer. We are not required to notify you of defects or irregularities in tenders of Restricted Notes for exchange. The Restricted Notes that are not tendered or that are tendered but we do not accept for exchange will, following expiration of the Exchange Offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon expiration of the Exchange Offer, certain registration and other rights under the Registration Rights Agreements will terminate.

If you are a broker-dealer or participating in a distribution of the Exchange Notes, you may be required to deliver a prospectus and comply with other requirements.

If you tender your Restricted Notes for the purpose of participating in a distribution of the Exchange Notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes. If you are a broker-dealer that receives Exchange Notes for your own account in exchange for Restricted Notes that you acquired as a result of market-making activities or any other trading activities, you will be required to represent that you will deliver a prospectus in connection with any resale of such Exchange Notes.

13

Table of Contents

Risks Relating to the Exchange Notes and the Restricted Notes

The Exchange Notes will be, and the Restricted Notes are, unsecured and subordinated to the rights of our and the guarantors’ existing and future secured creditors.

As of September 29, 2012, after giving effect to the 2012 Refinancing, we would have had $3,603 million of secured indebtedness. The Indenture, will permit us to incur a significant amount of secured indebtedness, including indebtedness under the Senior Credit Facilities, the 2012 ABS Facility, and our fixed rate term loan facility secured by mortgages on certain of our properties and pledges of equity interests in certain special purpose bankruptcy remote entities that directly or indirectly own certain of such properties (the “CMBS Fixed Rate Loan”). Indebtedness under the Senior Credit Facilities is secured by liens on substantially all of our assets (other than the assets securing the 2012 ABS Facility and the CMBS Fixed Rate Loan), including pledges of all or a portion of our interests in the capital stock of certain of our subsidiaries and certain designated receivables, inventory and motor vehicles collateral under our ABL Facility. The 2012 ABS Facility is secured by certain trade receivables and related assets of US Foods and certain of its subsidiaries, and the CMBS Fixed Rate Loan is secured by first mortgages on 38 owned properties consisting primarily of distribution centers and pledges of equity interests in certain special purpose bankruptcy remote entities that directly or indirectly own certain of such properties. The Exchange Notes will be, and the Restricted Notes are, unsecured and therefore do not have the benefit of such collateral. Accordingly, the Exchange Notes will be, and the Restricted Notes are, effectively subordinated to all such secured indebtedness to the extent of the assets securing such indebtedness. If an event of default occurs under the Senior Credit Facilities, the 2012 ABS Facility, or the CMBS Fixed Rate Loan, the applicable secured lenders will have a prior right to our assets, to the exclusion of the holders of the Exchange Notes and Restricted Notes, even if we are in default under the Exchange Notes or Restricted Notes. In that event, our assets would first be used to repay in full all indebtedness and other obligations secured by our assets (including all amounts outstanding under the Senior Credit Facilities, the 2012 ABS Facility, or the CMBS Fixed Rate Loan, as the case may be), resulting in all or a portion of our assets being unavailable to satisfy the claims of the holders of the Exchange Notes, Restricted Notes, and other unsecured indebtedness. Therefore, in the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization, or other bankruptcy proceeding, holders of Exchange Notes and Restricted Notes will participate in our remaining assets ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as such Restricted or Exchange Notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor. Further, if the lenders foreclose and sell the pledged interests in any subsidiary guarantor under the Exchange Notes or Restricted Notes, then that guarantor will be released from its guarantee of such Exchange Notes or Restricted Notes automatically and immediately upon the sale. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the Exchange Notes or Restricted Notes. As a result, holders of Exchange Notes and Restricted Notes may receive less, ratably, than holders of secured indebtedness.

The Restricted Notes are and the Exchange Notes will be effectively subordinated to the debt of our non-guarantor subsidiaries.

The Restricted Notes are and the Exchange Notes will be guaranteed by our material 100% owned domestic subsidiaries that guarantee our debt under the Senior Credit Facilities; however, the Notes are not guaranteed by the special purpose finance subsidiaries in connection with the 2012 ABS Facility and the CMBS Fixed Rate Loan and certain of our other subsidiaries. Payments on the Exchange Notes and Restricted Notes are only required to be made by us and the Subsidiary Guarantors. Accordingly, claims of holders of the Restricted Notes are and the Exchange Notes will be structurally subordinated to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries, including trade payables, will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon liquidation or otherwise, to us or a guarantor of the Exchange Notes or Restricted Notes. The non-guarantor subsidiaries will be permitted to incur additional debt in the future under the Indenture. As of September 29, 2012, on an as adjusted basis to give effect to the 2012 Refinancing, we estimate that our

14

Table of Contents

subsidiaries that are not guarantors of the Exchange Notes or Restricted Notes would have debt of approximately $1,158 million.

As of September 29, 2012, our non-guarantor subsidiaries consisted principally of our special purpose finance subsidiaries in connection with the 2012 ABS Facility and the CMBS Fixed Rate Loan and would have accounted for approximately $1,845 million or 19.6%, of our total assets. See “Description of Exchange Notes—Ranking.”

If the lenders under the Senior Credit Facilities release the guarantors under the credit agreements, those guarantors will be released from their guarantees of the Exchange Notes and Restricted Notes.

The lenders under the Senior Credit Facilities have the discretion to release the guarantees under the credit agreements. If a guarantor is no longer a guarantor of obligations under the Senior Credit Facilities or any other successor credit facility that may be then outstanding, then the guarantee of the Exchange Notes and Restricted Notes by such guarantor will be released automatically without action by, or consent of, any holder of the Exchange Notes and Restricted Notes or the trustee under the Indenture. See “Description of the Exchange Notes—Subsidiary Guarantees.” You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of the Exchange Notes and Restricted Notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will effectively be senior to claims of holders of such Exchange Notes and Restricted Notes.

We may be unable to raise funds necessary to finance the change of control repurchase offers required by the Indenture.

If we experience specified changes of control, we would be required to make an offer to purchase all of the outstanding Exchange Notes and Restricted Notes (unless otherwise redeemed) at a price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase unless we have exercised our rights to redeem the Exchange Notes and the Restricted Notes. The occurrence of specified events that would constitute a change of control will constitute a default under the Senior Credit Facilities. In addition, the Senior Credit Facilities may limit or prohibit the purchase of the Exchange Notes and the Restricted Notes by us in the event of a change of control, unless and until such time as the indebtedness under the Senior Credit Facilities is repaid in full. As a result, following a change of control event, we may not be able to repurchase Exchange Notes and Restricted Notes unless we first repay all indebtedness outstanding under the Senior Credit Facilities and any of our certain indebtedness that contains similar provisions, or obtain a waiver from the holders of such indebtedness to permit us to repurchase the Exchange Notes and the Restricted Notes. We may be unable to repay all of that indebtedness or obtain a waiver of that type. Any requirement to offer to repurchase outstanding Exchange Notes and Restricted Notes may therefore require us to refinance our other outstanding debt, which we may not be able to do on commercially reasonable terms, if at all. In addition, our failure to purchase the Exchange Notes and the Restricted Notes after a change of control in accordance with the terms of the applicable indenture would constitute an event of default under such indenture, which in turn would result in a default under the Senior Credit Facilities.

Our inability to repay the indebtedness under the Senior Credit Facilities would also constitute an event of default under the Indenture, which could have materially adverse consequences to us and to the holders of the Exchange Notes and the Restricted Notes. Our future indebtedness may also require such indebtedness to be repurchased upon a change of control.

Federal and state fraudulent transfer laws may permit a court to void the Exchange Notes and Restricted Notes or the guarantees thereof, and if that occurs, you may not receive any payments with respect to the Exchange Notes and Restricted Notes.

Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the Exchange Notes and Restricted Notes and the incurrence of the guarantees thereof. Under federal bankruptcy law and

15

Table of Contents

comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the Exchange Notes and Restricted Notes or the guarantees thereof could be voided as a fraudulent transfer or conveyance if we or any of the guarantors, as applicable, (a) issued the Exchange Notes or Restricted Notes or incurred the guarantees with the intent of hindering, delaying or defrauding creditors or (b) received less than reasonably equivalent value or fair consideration in return for either issuing the Exchange Notes or Restricted Notes or incurring the guarantees and, in the case of (b) only, one of the following is also true at the time thereof:

As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is satisfied. A court would likely find that we or a guarantor of the Exchange Notes or Restricted Notes did not receive reasonably equivalent value or fair consideration for the Exchange Notes or Restricted Notes or its guarantee, as applicable, to the extent we or such guarantor did not obtain a reasonably equivalent benefit from the issuance of the Exchange Notes or Restricted Notes or the incurrence of its guarantee, as applicable. To the extent that the 2007 Term Loans that were repaid or the Senior Subordinated Notes that were repurchased with the proceeds of the Additional 2019 Notes or the guarantees thereof were not valid for the full amount thereof (including as a result of fraudulent conveyance laws), a court would likely find that we or such guarantors did not receive reasonably equivalent value or fair consideration in the amount of such 2007 Term Loans, such Senior Subordinated Notes, or the guarantees thereof for issuing the Additional 2019 Notes or incurring the guarantees, as applicable. To the extent that any Restricted Notes for which Exchanged Notes are exchanged were not valid for the full amount thereof (including as a result of fraudulent conveyance laws), then a court would likely find that we or such guarantors did not receive reasonably equivalent value or fair consideration for the Exchange Notes or incurring the guarantees, as applicable.

We cannot be certain as to the standards a court would use to determine whether or not we or any guarantor was insolvent at the relevant time or, regardless of the standard that a court uses, whether the Exchange Notes or Restricted Notes or the guarantees would be subordinated to our or any of the guarantors’ other debt. In general, however, a court would deem an entity insolvent if:

If a court were to find that the issuance of the Exchange Notes or Restricted Notes or the incurrence of a guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the Exchange Notes or Restricted Notes or that guarantee, could subordinate the Exchange Notes or Restricted Notes or that guarantee to presently existing and future indebtedness of us or the applicable guarantor or could require the holders of the Exchange Notes or Restricted Notes to repay any amounts received with respect to the Exchange Notes or Restricted Notes or that guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the Exchange Notes or Restricted Notes.

The indenture contains a “savings clause” intended to limit each guarantor’s liability under its guarantee to the maximum amount that it could incur without causing the guarantee to be a fraudulent transfer under applicable law. There can be no assurance that this provision will be upheld as intended.

16

Table of Contents

There is currently no market for the Exchange Notes or the Restricted Notes. We cannot assure you that an active trading market will develop for the Exchange Notes or the Restricted Notes.

The Exchange Notes are new securities for which there presently is no established market. Accordingly, we cannot give you any assurance as to the development or liquidity of any market for the Exchange Notes or the Restricted Notes. We do not intend to apply for listing of the Exchange Notes or the Restricted Notes on any securities exchange or for quotation of the Exchange Notes or the Restricted Notes through any national securities association.

Even if a trading market for the Exchange Notes or the Restricted Notes does develop, you may not be able to sell your Exchange Notes or the Restricted Notes at a particular time, if at all, or you may not be able to obtain the price you desire for your Exchange Notes or the Restricted Notes. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial fluctuations in the price of securities. If the Exchange Notes or the Restricted Notes are traded after their initial issuance, they may trade at a discount from their initial offering price depending on many factors, including prevailing interest rates, the market for similar securities, our credit rating, the interest of securities dealers in making a market for the Exchange Notes or the Restricted Notes, the price of any other securities we issue, our performance, prospects, operating results and financial condition, as well as of other companies in our industry.

The liquidity of, and trading market for, the Exchange Notes or the Restricted Notes also may be adversely affected by general declines in the market or by declines in the market for similar securities. Such declines may adversely affect such liquidity and trading markets independent of our financial performance and prospects.

Many covenants contained in the Indenture will no longer apply if the Exchange Notes or the Restricted Notes achieve certain investment grade ratings, and you will lose the protection afforded by such covenants.

The Exchange Notes and the Restricted Notes offered hereby have not been rated at investment grade, and the Indenture contains certain covenants that are typical for similar “high yield” debt securities. If, at any time after the issue date of the Exchange Notes, the Exchange Notes or the Restricted Notes receive certain investment grade ratings and no default or event of default has occurred and is continuing under the Indenture, certain covenants will no longer apply, including covenants that limit our ability to incur additional indebtedness, make restricted payments and sell certain assets and the covenant limiting our ability to consummate certain change of control transactions will be suspended. These covenants, other than the change in control covenant, fall away until maturity of the Exchange Notes or the Restricted Notes, and as a result you will not regain the protection of these covenants even if the Exchange Notes or the Restricted Notes were to be subsequently downgraded to below investment grade. See “Description of the Exchange Notes—Suspension of Covenants on Achievement of Investment Grade Rating.”

Risks Relating to Our Substantial Indebtedness

We have substantial debt, which could adversely affect our financial health and our ability to obtain financing in the future, react to changes in our business and make payments on our debt, including the Exchange Notes and the Restricted Notes.

As of September 29, 2012, after giving effect to the 2012 Refinancing, we would have had an aggregate principal amount of approximately $4,942 million of outstanding debt.

Our substantial debt could have important consequences to holders of the Exchange Notes and the Restricted Notes. Because of our substantial debt:

17

Table of Contents

Despite our indebtedness levels, we and our subsidiaries may be able to incur substantially more debt, including secured debt. This could further exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the Indenture do not fully prohibit us or our subsidiaries from doing so. As of September 29, 2012, after giving effect to the 2012 Refinancing, we would have had commitments for additional borrowings under our senior secured revolving credit facility (the “Revolving Credit Facility”), our asset-based senior secured revolving loan facility (the “Senior ABL Facility”) and our new 2012 ABS facility (the “2012 ABS Facility” and together with our prior ABS facility, the “ABS Facilities”) of $1,016 million (of which approximately $611 million was available based on our borrowing base), all of which were secured. All of those borrowings and any other secured indebtedness permitted under the agreements governing such credit facilities and indentures are effectively senior to the Exchange Notes and Restricted Notes to the extent of the value of the assets securing such indebtedness. If new debt is added to our current debt levels, the related risks that we now face would increase and we may not be able to meet all our debt obligations, including the repayment of the Exchange Notes and the Restricted Notes. In addition, the Indenture does not prevent us from incurring obligations that do not constitute indebtedness.

The agreements and instruments governing our debt contain restrictions and limitations that could significantly impact our ability to operate our business and adversely affect the holders of the Exchange Notes and the Restricted Notes.

The Senior Credit Facilities, the Indenture, and the indenture governing the Senior Subordinated Notes (as defined below) contain covenants that, among other things, restrict our ability to:

18

Table of Contents

In addition, if borrowing availability under the Senior ABL Facility plus the amount of cash and cash equivalents held by us falls below a specified threshold, we will then be required to comply with a financial ratio covenant. In addition, if our borrowing availability under the Senior ABL Facility and 2012 ABS Facility falls below a specified threshold, we will be required to undertake significant additional reporting responsibilities under those facilities.

Our ability to comply with these provisions in future periods will depend on our ongoing financial and operating performance, which in turn will be subject to economic conditions and to financial, market and competitive factors, many of which are beyond our control. Our ability to comply with these provisions in future periods will also depend substantially on the pricing of our products, our success at implementing cost reduction initiatives and our ability to successfully implement our overall business strategy.

The Indenture contains restrictive covenants similar to those of the Senior Credit Facilities and the indenture governing the 11 ^1/4 %/12% Senior Subordinated Notes due 2017 (the “Senior Subordinated Notes”) that will further limit our and our restricted subsidiaries ability to take certain actions.

The restrictions in the Indenture and the indenture governing the Senior Subordinated Notes and the terms of the Senior Credit Facilities, the 2012 ABS Facility, and the CMBS Fixed Rate Loan may prevent us from taking actions that we believe would be in the best interest of our business, and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility. We cannot assure you that we will be granted waivers or amendments to these agreements if for any reason we are unable to comply with these agreements, or that we will be able to refinance our debt on terms acceptable to us, or at all.

Our ability to comply with the covenants and restrictions contained in the Senior Credit Facilities, the 2012 ABS Facility and the CMBS Fixed Rate Loan, the Indenture, and the indenture for the Senior Subordinated Notes may be affected by economic, financial and industry conditions beyond our control. The breach of any of these covenants or restrictions could result in a default under the Senior Credit Facilities, the 2012 ABS Facility and the CMBS Fixed Rate Loan or our indentures that would permit the applicable lenders or noteholders, as the case may be, to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. If we are unable to repay debt, lenders having secured obligations, such as the lenders under the Senior Credit Facilities, the 2012 ABS Facility and the CMBS Fixed Rate Loan, could proceed against the collateral securing the debt. In any such case, we may be unable to borrow under the Senior Credit Facilities, the 2012 ABS Facility and the CMBS Fixed Rate Loan and may not be able to repay the amounts due under the Senior Credit Facilities, the 2012 ABS Facility, the CMBS Fixed Rate Loan, the Restricted Notes, the Exchange Notes, and the Senior Subordinated Notes. This could have serious consequences to our financial condition and results of operations and could cause us to become bankrupt or insolvent.

Our ability to generate the significant amount of cash needed to pay interest and principal on the Exchange Notes and the Restricted Notes and service our other debt and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on many factors beyond our control.

Our ability to make scheduled payments on, or to refinance our obligations under, our debt will depend on our financial and operating performance, which, in turn, will be subject to prevailing economic and competitive

19

Table of Contents

conditions and to the financial and business factors, many of which may be beyond our control, described under “Risk Factors—Risks Relating to Our Business” below.

If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek to obtain additional equity capital or restructure our debt. In the future, our cash flow and capital resources may not be sufficient for payments of interest on and principal of our debt, and such alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

The Revolving Credit Facility will mature in 2013. The 2012 ABS Facility will mature in 2015. The Senior ABL Facility will mature in 2016. On December 6, 2012, as part of the 2012 Refinancing, we repaid a portion of the loans under our senior secured term loan (such facility, the “2007 Term Facility” and loans under such facility, the “2007 Term Loans”) with a portion of the proceeds from the issuance of the Additional 2019 Notes and cash on hand and further amended the 2007 Term Facility, primarily to extend to March 31, 2017, the maturity of the portion of the 2007 Term Loans maturing on July 3, 2014 that was not repaid (such amendment, the “Second 2007 Term Facility Amendment”). As a result of the Second 2007 Term Facility Amendment, all of the outstanding 2007 Term Loans will mature in 2017. The Senior Subordinated Notes and CMBS Fixed Rate Loan will also mature in 2017. The Original 2019 Notes, the Additional 2019 Notes, and the Exchange Notes will mature in 2019. As a result, we may be required to refinance any outstanding amounts under our other credit facilities prior to or concurrently with the maturity date of the Restricted Notes and Exchange Notes. We cannot assure you that we will be able to refinance any of our indebtedness or obtain additional financing, particularly because of our anticipated high levels of debt and the debt incurrence restrictions imposed by the agreements governing our debt, as well as prevailing market conditions. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our Senior Credit Facilities and the indentures governing the Exchange Notes and Restricted Notes and the Senior Subordinated Notes restrict our ability to dispose of assets and use the proceeds from any such dispositions. In addition, the terms of the 2012 ABS Facility significantly restrict our ability to dispose of the receivables that are collateral thereunder, and the terms of the CMBS Fixed Rate Loan significantly restrict our ability to dispose of the properties that are collateral thereunder. As a result, we cannot assure you we will be able to consummate those sales, or if we do, what the timing of the sales will be or whether the proceeds that we realize will be adequate to meet debt service obligations when due.

An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability.

A significant portion of our outstanding debt, including under the Senior Credit Facilities and the 2012 ABS Facility, bear interest at variable rates. As a result, an increase in interest rates, whether because of an increase in market interest rates or a decrease in our creditworthiness, would increase the cost of servicing our debt and could materially reduce our profitability and cash flows. The impact of such an increase would be more significant for us than it would be for some other companies because of our substantial debt.

Risks Relating to Our Business

Our business is a low margin business and our profitability is directly impacted by cost inflation, commodity volatility and other factors.

The foodservice distribution industry is characterized by relatively high inventory turnover with relatively low profit margins. We make a significant portion of our sales at prices that are based on the cost of products we sell plus a percentage margin. As a result, our profit levels may be negatively impacted during periods of product cost deflation, even though our gross profit percentage may remain relatively constant. Prolonged periods of product cost inflation also may have a negative impact on our profit margins and earnings to the extent such product cost increases are not able to be passed on to customers due to resistance to higher prices or negatively

20

Table of Contents

impact consumer spending. In addition, periods of rapid inflation may negatively impact our business due to the timing needed to pass on such increases, as well as the impact it may have on discretionary spending by consumers.

Competition in our industry is intense, and we may not be able to compete successfully.

Foodservice distribution is highly competitive. While there is currently only one other national broadline distributor, there are numerous smaller regional, local and specialty distributors. These distributors often align themselves with other smaller distributors through purchasing cooperatives and marketing groups to enhance their geographic reach, private label offerings, overall purchasing power, cost efficiencies and ability to meet customer requirements for national or multi-regional distribution. These suppliers also rely on local presence as a source of competitive advantage and may have lower costs and other competitive advantages due to geographic proximity. We generally do not have exclusive service agreements with our customers, and our customers may switch to other distributors if those distributors can offer lower prices, differentiated products or customer service that is perceived to be superior. We believe that most purchasing decisions in the foodservice distribution industry are based on the quality and price of the product and a distributor’s ability to completely and accurately fill orders and provide timely deliveries.

Increased competition has caused the foodservice distribution industry to undergo changes as distributors seek to lower costs, further increasing pressure on the industry’s profit margins. Continued consolidation in the industry, heightened competition among our suppliers, significant pricing initiatives or discount programs established by competitors, new entrants and trends towards vertical integration could create additional competitive pressures that reduce margins and adversely affect our business, financial condition and results of operations.

We rely on third-party suppliers and our business may be impacted by interruption of supplies or increases in product costs.

We obtain substantially all of our foodservice and related products from third-party suppliers. We typically do not have long-term contracts with our suppliers. Although our purchasing volume can provide leverage when dealing with suppliers, suppliers may not provide the foodservice products and supplies needed by us in the quantities and at the prices requested. Because we do not control the actual production of the products we sell, we are also subject to delays caused by interruption in production and increases in product costs based on conditions outside our control. These conditions include work slowdowns, work interruptions, strikes or other job actions by employees of suppliers, severe weather, crop conditions, product recalls, transportation interruptions, unavailability of fuel or increases in fuel costs, competitive demands and natural disasters or other catastrophic events (including, but not limited to, the outbreak of food-borne illnesses in the United States). Our inability to obtain adequate supplies of foodservice and related products as a result of any of the foregoing factors or otherwise could mean that we could not fulfill our obligations to our customers and, as a result, our customers may turn to other distributors.

Significant increases in fuel costs could adversely impact our business.

The high cost of fuel can negatively impact consumer confidence and discretionary spending and, as a result, reduce the frequency and amount spent by consumers for food prepared away from home. In addition, the high cost of fuel can also increase the price we pay for products as well as the costs incurred by us to deliver products to our customers. These factors in turn negatively impact our sales, margins, operating expenses and operating results. Recent political turmoil in North Africa and the Middle East has led to increased fuel prices and, if such turmoil continues, may negatively impact our results of operations. Additionally, from time to time we enter into forward purchase commitments for a portion of our fuel requirements at prices equal to the then-current market price. If fuel prices decrease significantly, these forward purchases may prove ineffective and result in us paying higher than market costs for a portion of our fuel.

21

Table of Contents

An economic downturn or other factors affecting consumer confidence could result in a decline in consumption of food prepared away from home, which could harm our business.

The foodservice market is sensitive to national, and regional economic conditions. The general economic slowdown in the United States from 2008 through 2011 and uncertainty in the financial markets negatively affected consumer confidence and discretionary spending. Inflation, a renewed decline in economic activity and other factors affecting consumer confidence and the frequency and amount spent by consumers for food prepared away from home may negatively impact our sales and operating results in the future. Additionally, prolonged periods of product cost inflation also may have a negative impact on our profit margins and earnings to the extent such product cost increases are not able to be passed on to customers due to resistance to higher prices or negatively impact consumer spending. Our operating results are also sensitive to, and may be adversely affected by, other factors, including difficulties collecting accounts receivable, competitive price pressures, severe weather conditions and unexpected increases in fuel or other transportation-related costs that are beyond the our control. There can be no assurance that one or more of these factors will not adversely affect future operating results.

We face risks relating to labor relations and the availability of qualified labor.

As of September 29, 2012, we had approximately 25,000 employees of which approximately 4,700 were members of local unions associated with the International Brotherhood of Teamsters and other labor organizations. In fiscal year 2012, 21 agreements covering approximately 1,200 employees were in the process of being and/or will be renegotiated. Failure to effectively renegotiate any of these contracts could result in work stoppages. We may be subject to increased efforts to subject us to a multi-location labor dispute as an individual labor agreement expires which would place us at greater risk of being materially adversely affected by labor disputes. Although we have not experienced any significant labor disputes or work stoppages since 2011, and we believe we have satisfactory relationships with our employees, including the unions that represent some of our employees, a work stoppage due to our failure to renegotiate union contracts could have a material adverse effect on us.

We rely heavily on our employees, particularly drivers, and any shortage of qualified labor could significantly affect our business. We do extensive contingency planning in advance of all negotiations to ensure that we are able to operate a facility that may be impacted by a work stoppage. Our recruiting and retention efforts and efforts to increase productivity may not be successful and we could encounter a shortage of qualified drivers in future periods. Any such shortage would decrease our ability to effectively serve our customers. Such a shortage would also likely lead to higher wages for employees and a corresponding reduction in our profitability.

A change in our relationships with Group Purchasing Organizations could negatively impact our relationships with our customers, which could negatively impact our profitability.

Although no single customer represents more than 4% of our total customer sales, some of our customers purchase their products from us pursuant to arrangements with Group Purchasing Organizations or GPOs. GPOs act as agents on behalf of their members in 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 use the combined purchasing power of their members to lower prices paid by their members, and we have experienced some pricing pressure from customers who purchase from us through GPOs. Approximately 23% of our total customer purchases in 2011 were made by customers pursuant to terms negotiated by GPOs.

To the extent our customers are able to independently negotiate competitive pricing or become members of GPOs, we may be forced to lower the prices we charge these customers in order to retain them as customers, which would negatively impact our operating margins. 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 the business with our customers who are members of such GPOs, which loss could adversely reflect our future operating profits.

22

Table of Contents

If we fail to increase our sales to independent customers our profitability may suffer.

Our most profitable customers are independent restaurants. We typically provide a higher level of services to these customers and are able to earn a higher operating margin on sales. Our ability to continue to gain market share of independent customers is critical to achieving increased operating profits. Changes in the buying practices of independent customers or decreases in our sales to this type of customer could have a material negative impact on our profitability.

Changes in industry pricing practices could negatively affect our profitability.

Foodservice distributors have traditionally generated a significant percentage of their gross margins from promotional allowances. Promotional allowances are payments from suppliers based upon the efficiencies that the distributor provides to its vendors through purchasing scale and marketing and merchandising expertise. Promotional allowances are a standard industry practice and represent a significant source of profitability for us and our competitors. Any change in industry practices that resulted in the reduction or elimination of purchasing allowances without corresponding increases in sales margin could be disruptive to us and the industry as a whole and could have a material negative impact on our profitability while new methods for vendor and customer pricing were established.

If one or more of our competitors implement a lower cost structure they may be able to offer lower prices to customers, and we may be unable to adjust our cost structure in order to compete profitably.

Over the last several decades the food retail industry has undergone significant change as companies such as Wal-Mart and Costco have developed a lower cost structure to provide their customer base with an everyday low cost product offering. In addition, commercial wholesale outlets, such as Restaurant Depot, offer an additional low-cost option in the markets they serve. As a large-scale foodservice distributor, we have similar strategies to remain competitive in the marketplace by reducing our cost structure. However, if one or more of our competitors in the foodservice distribution industry adopted an everyday low price strategy, we would potentially be pressured to lower prices to our customers and would need to achieve additional cost savings to offset these reductions. We may be unable to change our cost structure and pricing practices rapidly enough to successfully compete in such an environment.

Our business may be subject to significant environmental, health and safety costs.

Our operations are subject to a broad range of federal, state and local laws and regulations, including those governing environmental issues (e.g., discharges to air, soil and water, the handling and disposal of hazardous substances and the investigation and remediation of contamination resulting from releases of petroleum products and other hazardous substances), employee health and safety, and fleet safety. In the course of our operations, we use and dispose of limited volumes of hazardous substances and we store fuel in on-site aboveground and underground storage tanks. We are currently investigating and remediating known or suspected contamination at several current and former facilities that resulted from releases of fuel and other hazardous substances. We cannot assure you that compliance with existing or future environmental, health and safety laws, such as those relating to remediation obligations, will not adversely affect future operating results.

We are subject to extensive governmental regulation, the enforcement of which could adversely impact our business, financial condition and results of operations.

Our operations are subject to a number of complex and stringent food safety, transportation, labor, employment and other laws and regulations. These laws and regulations generally require us to maintain and comply with a wide variety of certificates, permits, licenses and other approvals. See “Business—Regulation.” These regulatory authorities have broad powers with respect to our operations and may revoke, suspend, condition or limit our licenses or ability to conduct business. Our failure to maintain required certificates, permits or licenses, or to comply with applicable laws, ordinances or regulations, could result in substantial fines or possible revocation of our authority to conduct our operations.

23

Table of Contents

We cannot assure you that existing laws or regulations will not be revised or that new laws or regulations, which could have an adverse impact on our operations, will not be adopted or become applicable to us. We also cannot assure you that we will be able to recover any or all increased costs of compliance from our customers or that our business and financial condition will not be materially and adversely affected by future changes in applicable laws and regulations.

We rely heavily on technology in our business and any technology disruption or delay in implementing new technology could adversely impact our business.

Our ability to control costs and maximize profits, as well as to serve customers most effectively, depends on the reliability of our information technology systems and related data entry processes in our transaction intensive business. We rely on software and other technology systems to manage significant aspects of our business, including to make purchases, process orders, manage our warehouses, load trucks in the most efficient manner and to optimize the use of storage space. Any disruption to these information systems could adversely impact our customer service, decrease the volume of our business and result in increased costs. While we have invested and continue to invest in technology security initiatives, business continuity, and disaster recovery plans, these measures cannot fully insulate us from technology disruption that could result in adverse effects on operations and profits.

Information technology systems evolve rapidly and in order to compete effectively we are required to integrate new technologies in a timely and cost-effective manner. If competitors implement new technologies before we do, allowing such competitors to provide lower priced or enhanced services of superior quality compared to those we provide, it could have an adverse effect on our operations and profits.

We may be subject to or impacted by product liability claims relating to products we distribute.

We, like any other seller of food, may be exposed to product liability claims in the event that the use of products we sell causes injury or illness. We believe we have sufficient primary or excess umbrella liability insurance with respect to product liability claims. However, our current insurance may not continue to be available at a reasonable cost, or, if available, may not be adequate to cover all of our liabilities. We generally seek contractual indemnification and insurance coverage from parties supplying products to us, but this indemnification or insurance coverage is limited, as a practical matter, to the creditworthiness of the indemnifying party and the insured limits of any insurance provided by suppliers. If we do not have adequate insurance or contractual indemnification available, liability relating to defective products could adversely affect our results of operations.

Any negative media exposure or other event that harms our reputation could adversely impact our business.

Maintaining a good reputation is critical to our business, particularly to selling our private label products. Any event that damages our reputation, whether or not justified, including adverse publicity about the quality, safety or integrity of our products, could quickly affect our revenues and profits. Reports, whether true or not, of food-borne illnesses (such as e. coli, avian flu, bovine spongiform encephalopathy, hepatitis A, trichinosis or salmonella) and injuries caused by food tampering could also severely injure our reputation. If patrons of our national chain and local restaurant customers become ill from food-borne illnesses, the customers could be forced to temporarily close restaurant locations and our sales would be correspondingly decreased. In addition, instances of food-borne illnesses or food tampering or other health concerns, even those unrelated to the use of our products, can result in negative publicity about the food service distribution industry and cause our sales to decrease dramatically.

We may be exposed to counterparty risk in our cash flow, interest rate, and commodity hedging arrangements.

From time to time we enter into arrangements with financial institutions to hedge our exposure to fluctuations in interest rates, including interest and swap agreements. A number of financial institutions similar to

24

Table of Contents

those that serve or may serve as counterparties to our hedging arrangements were adversely affected by the global credit crisis. The failure of any of the counterparties, financial or otherwise, to our hedging arrangements to fulfill their obligations to us could adversely affect our results of operations.

We have been the subject of governmental investigations.

In September 2010, we completed a settlement with the Civil Division of the U.S. Attorney’s Office for the Southern District of New York (the “SDNY Civil Division”) regarding past pricing practices for products sold to certain federal agency customers. Subsequent to the settlement of this claim, we received inquiries from other parties concerning past pricing practices. The Office of the Attorney General of the State of New York has requested information regarding contracts we may have had with New York state schools and other New York state public entities during the period 2002 through 2010 in order to review whether our pricing was consistent with the contracts and certain statutes. We are cooperating with the Attorney General’s investigation. In October 2012, the government requested and we made a good faith offer to resolve the matter; we await a response from the Attorney General’s office. We have also received requests for information from the State of Florida’s Department of Financial Services regarding a contract we have with the Florida Department of Corrections, as well as a request from the Office of the Attorney General of the State of California seeking information regarding our California customers from 2001 to present. In each respective instance, we are cooperating with the investigation. We are further aware of two qui tam actions filed in Florida courts against the Company; however, because each suit is sealed, we do not have any further information about the nature of the claims alleged or remedies sought. At this stage, we cannot determine the likelihood of success of any of the above claims or the potential liability if they are successful and therefore there can be no assurance that adverse determination with respect to either matter would not have a material adverse effect on our financial condition.

Our retirement benefits could give rise to significant expenses and liabilities in the future.

We sponsor defined benefit pension and other post-retirement plans. Pension and post-retirement obligations give rise to significant expenses that are dependent on assumptions discussed in our audited consolidated financial statements included in this prospectus. Pension and post-retirement expense for 2011 was $32 million.

The amount by which the present value of projected benefit obligations of our pension and other post-retirement plans exceeded the market value of plan assets of our plans, as of December 31, 2011, was $209 million. We review our pension and post-retirement plan assumptions regularly.

We participate in various “multi-employer” pension plans administered by labor unions representing some of our employees. We make periodic contributions to these plans to allow them to meet their pension benefit obligations to their participants. In the event that we withdraw from participation in one of these plans, then-applicable law could require us to make withdrawal liability payments to the plan, and we would have to reflect that on our balance sheet. Our withdrawal liability for any multi-employer plan would depend on the extent of the plan’s funding of vested benefits. In connection with the closing of our Eagan, MN and Fairfield, OH distribution facilities in 2008, we incurred aggregate withdrawal liability of approximately $40 million, which we are paying in installments, with interest, through 2023. We have been assessed with an additional $17 million withdrawal liability in connection with the Eagan, MN closing; however, we are contesting this additional assessment and no liability has been recorded because at this time we do not believe that a loss from this obligation is probable. In connection with the closing of our Boston South distribution facility in 2011, we incurred a withdrawal liability of approximately $40 million, to be paid in installments, including interest, through 2031. In the ordinary course of our renegotiation of collective bargaining agreements with labor unions that maintain these plans, we could decide to discontinue participation in a plan, and in that event we could face a withdrawal liability. We could also be treated as withdrawing from participation in one of these plans if the number of our employees participating in these plans is reduced to a certain degree over certain periods of time. Such reductions in the number of our employees participating in these plans could occur as a result of changes in our business operations, such as facility closures or consolidations.

25

Table of Contents

Some multi-employer plans, including ones in which we participate, are reported to have significant underfunded liabilities. Such underfunding could increase the size of our potential withdrawal liability. For a detailed description of our retirement plans see Note 17—Retirement Plans to our consolidated financial statements for the fiscal year ended December 31, 2011.

We will incur substantial ongoing costs and additional risks as a result of being obligated to file reports under the Securities Exchange Act of 1934, as amended, and our management is required to devote substantial time to new compliance initiatives.

As a private company, we have not historically been subject to the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Sarbanes-Oxley Act of 2002. In connection with the Exchange Offer and as contemplated by the Registration Rights Agreements, we will be required to file annual, quarterly and current reports under the Exchange Act with the SEC with respect to our business and financial condition. In addition, we are now subject to some of the requirements of the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC, which require us to implement additional corporate governance practices and adhere to a variety of reporting requirements and complex accounting rules. Compliance with these obligations will require us to devote significant management time and may place significant additional demands on our finance and accounting staff and on our financial, accounting and information systems. Other expenses associated with these requirements include increased auditing, accounting and legal fees and expenses, increased directors’ fees and director and officer liability insurance costs, trustee fees, as well as other expenses that we did not incur as a private company.

In addition, as a result of filing the registration statement of which this prospectus constitutes a part, we are required to maintain effective disclosure controls and procedures and internal control over financial reporting. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we are unable to conclude that we have effective internal control over financial reporting, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in value and liquidity of our indebtedness, including the Restricted Notes and Exchange Notes, and make it more difficult for us to raise capital in the future. Failure to comply with the Sarbanes-Oxley Act of 2002 or applicable rules and regulations of the SEC could potentially subject us to sanctions or investigations by the SEC, or other regulatory authorities.

We must integrate acquired businesses effectively.

Historically, a portion of our growth has come through acquisitions. If we are unable to integrate acquired businesses successfully or realize anticipated economic, operational and other benefits and synergies in a timely manner, our profitability may decrease. Integration of acquired businesses may be more difficult in a region or market in which we have limited expertise. A significant expansion of our business and operations, in terms of geography or magnitude, could strain our administrative and/or operational resources. Significant acquisitions may also require the incurrence of additional amounts of debt, which could increase our interest expense, decrease earnings per share, and make it difficult for us to obtain favorable financing for other acquisitions or capital investments in the future.

We may be unable to achieve some or all of the benefits that we expect to achieve from our cost savings initiatives.

We may not be able to realize some or all of the cost savings we expect to achieve in the future as a result of certain cost savings initiatives we have implemented in the time frame we anticipate. A variety of factors could cause us not to realize some of the expected cost savings, including, among other, 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.

26

Table of Contents