Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 28, 2013 | Nov. 07, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 28-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Registrant Name | 'US FOODS, INC. | ' |
Entity Central Index Key | '0001561951 | ' |
Current Fiscal Year End Date | '--12-28 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 1,000 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $137,194 | $242,457 |
Accounts receivable, less allowances of $25,723 and $25,606, respectively | 1,295,991 | 1,216,612 |
Vendor receivables, less allowances of $3,071 and $3,669, respectively | 153,686 | 93,025 |
Inventories - net | 1,168,537 | 1,092,492 |
Prepaid expenses | 80,984 | 74,499 |
Deferred taxes | 8,034 | 8,034 |
Other current assets | 18,945 | 33,387 |
Total current assets | 2,863,371 | 2,760,506 |
PROPERTY AND EQUIPMENT - Net | 1,728,524 | 1,706,388 |
GOODWILL | 3,835,477 | 3,833,301 |
OTHER INTANGIBLES - Net | 778,595 | 889,453 |
DEFERRED FINANCING COSTS | 43,744 | 49,038 |
OTHER ASSETS | 19,713 | 24,720 |
TOTAL ASSETS | 9,269,424 | 9,263,406 |
CURRENT LIABILITIES: | ' | ' |
Bank checks outstanding | 163,796 | 161,791 |
Accounts payable | 1,267,453 | 1,239,790 |
Accrued expenses and other current liabilities | 406,632 | 388,306 |
Current portion of long-term debt | 32,329 | 48,926 |
Total current liabilities | 1,870,210 | 1,838,813 |
LONG-TERM DEBT | 4,804,323 | 4,764,899 |
DEFERRED TAX LIABILITIES | 357,679 | 365,496 |
OTHER LONG-TERM LIABILITIES | 463,583 | 479,642 |
Total liabilities | 7,495,795 | 7,448,850 |
COMMITMENTS AND CONTINGENCIES (See Note 15) | ' | ' |
SHAREHOLDER'S EQUITY: | ' | ' |
Common stock, $1.00 par value - authorized, issued, and outstanding, 1,000 shares | 1 | 1 |
Additional paid-in capital | 2,328,221 | 2,324,391 |
Accumulated deficit | -439,913 | -383,652 |
Accumulated other comprehensive loss | -114,680 | -126,184 |
Total shareholder's equity | 1,773,629 | 1,814,556 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | $9,269,424 | $9,263,406 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Allowances for accounts receivable | $25,723 | $25,606 |
Allowances for vendor receivables | $3,071 | $3,669 |
Common stock, par value | $1 | $1 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 1,000 | 1,000 |
Common stock, shares outstanding | 1,000 | 1,000 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net sales | $5,686,712 | $5,507,531 | $16,750,382 | $16,230,248 |
Cost of goods sold | 4,716,253 | 4,582,084 | 13,898,969 | 13,484,963 |
Gross profit | 970,459 | 925,447 | 2,851,413 | 2,745,285 |
OPERATING EXPENSES: | ' | ' | ' | ' |
Distribution, selling and administrative costs | 880,118 | 847,335 | 2,633,935 | 2,499,352 |
Restructuring and tangible asset impairment charges | 1,482 | 296 | 5,050 | 8,687 |
Total operating expenses | 881,600 | 847,631 | 2,638,985 | 2,508,039 |
OPERATING INCOME | 88,859 | 77,816 | 212,428 | 237,246 |
INTEREST EXPENSE - Net | 72,778 | 80,859 | 233,126 | 227,296 |
Loss on extinguishment of debt | ' | 796 | 41,796 | 10,396 |
Income (loss) before income taxes | 16,081 | -3,839 | -62,494 | -446 |
INCOME TAX BENEFIT | 6,358 | 1,284 | 6,233 | 104 |
Net income (loss) | 22,439 | -2,555 | -56,261 | -342 |
OTHER COMPREHENSIVE INCOME: | ' | ' | ' | ' |
Changes in interest rate swap derivatives, net of income tax | ' | 3,986 | 542 | 13,104 |
Changes in retirement benefit obligations, net of income tax | 3,445 | 2,484 | 10,962 | 6,706 |
Comprehensive income (loss) | $25,884 | $3,915 | ($44,757) | $19,468 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income (loss) | ($56,261) | ($342) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 287,267 | 261,930 |
Gain on disposal of property and equipment | -1,579 | -1,942 |
Loss on extinguishment of debt | 41,796 | 10,396 |
Tangible asset impairment charges | 1,860 | 5,040 |
Amortization of deferred financing costs | 13,609 | 13,554 |
Amortization of Senior Notes original issue premium | -2,497 | ' |
Deferred tax benefit | -6,651 | -52 |
Share-based compensation expense | 9,784 | 3,166 |
Provision for doubtful accounts | 15,579 | 4,301 |
Changes in operating assets and liabilities, net of acquisitions of businesses: | ' | ' |
Increase in receivables | -153,008 | -215,362 |
Increase in inventories | -76,045 | -239,956 |
Increase in prepaid expenses and other assets | -4,728 | -6,310 |
Increase in accounts payable and bank checks outstanding | 40,561 | 232,680 |
Increase (decrease) in accrued expenses and other liabilities | 4,664 | -48,606 |
Net cash provided by operating activities | 114,351 | 18,497 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Proceeds from sales of property and equipment | 13,020 | 9,885 |
Purchases of property and equipment | -133,147 | -229,424 |
Acquisition of businesses | ' | -91,777 |
Net cash used in investing activities | -120,127 | -311,316 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from debt refinancing | 854,485 | 686,000 |
Proceeds from debt borrowings | 1,303,000 | 1,601,000 |
Payment for debt financing costs and fees | -29,376 | -9,588 |
Principal payments on debt and capital leases | -1,847,677 | -2,024,711 |
Repurchase of senior subordinated notes | -375,144 | ' |
Proceeds from parent company common stock sales | 475 | 761 |
Parent company common stock repurchased | -5,250 | -1,500 |
Net cash (used in) provided by financing activities | -99,487 | 251,962 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | -105,263 | -40,857 |
CASH AND CASH EQUIVALENTS - Beginning of period | 242,457 | 202,691 |
CASH AND CASH EQUIVALENTS - End of period | 137,194 | 161,834 |
Cash paid during the period for: | ' | ' |
Interest (net of amounts capitalized) | 256,827 | 240,966 |
Income taxes paid-net of refunds | 209 | 362 |
Property and equipment purchases included in accounts payable | 14,245 | 14,344 |
Capital lease additions | 77,785 | ' |
Contingent consideration payable for business acquisitions | ' | $3,000 |
OVERVIEW_AND_BASIS_OF_PRESENTA
OVERVIEW AND BASIS OF PRESENTATION | 9 Months Ended | |
Sep. 28, 2013 | ||
Accounting Policies [Abstract] | ' | |
OVERVIEW AND BASIS OF PRESENTATION | ' | |
1 | OVERVIEW AND BASIS OF PRESENTATION | |
US Foods, Inc. and its consolidated subsidiaries is referred to herein as “we,” “our,” “us,” “the Company,” or “US Foods”. We are a 100% owned subsidiary of USF Holding Corp. | ||
Ownership — On July 3, 2007 (the “Closing Date”), USF Holding Corp., through a wholly owned subsidiary, acquired all of our predecessor company’s common stock and certain related assets from Koninklijke Ahold N.V. (“Ahold”) for approximately $7.2 billion (the “Acquisition”). Through a series of related transactions, USF Holding Corp. became our direct parent company. USF Holding Corp. is a corporation formed and controlled by investment funds associated with or managed by Clayton, Dubilier & Rice, Inc. (“CD&R”), and Kohlberg Kravis Roberts & Co. (“KKR”) (collectively the “Sponsors”). | ||
Business Description — US Foods markets and distributes fresh, frozen and dry food and non-food products to foodservice customers throughout the United States including independently owned single location restaurants, regional concepts, national chains, hospitals, nursing homes, hotels and motels, country clubs, fitness centers, government and military organizations, colleges and universities, and retail locations. | ||
Basis of Presentation — The Company operates on a 52-53 week fiscal year with all periods ending on a Saturday. When a 53-week fiscal year occurs, we report the additional week in the fourth quarter. The accompanying unaudited consolidated financial statements include the accounts of US Foods, Inc. and its wholly owned subsidiaries. All intercompany transactions have been eliminated. | ||
The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and disclosures required by GAAP for annual financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 29, 2012, filed as part of the Company’s Registration Statements on Form S-4 (Registration Nos. 333-185732 and 333-187667) with respect to the exchange offers (see below Public Filer Status), which were declared effective April 5, 2013. The consolidated financial statements reflect all adjustments which are of a normal and recurring nature that are, in the opinion of management, necessary for the fair presentation of the financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods are not necessarily indicative of the results that might be achieved for the full year. | ||
Public Filer Status — On May 2, 2013, the Company’s two concurrent offers to exchange $1,350 million aggregate principal amount of outstanding 8.5% Senior Notes due 2019 (“Senior Notes”) for a like principal amount of notes registered under the Securities Act of 1933, as amended (the “Securities Act”), expired. As a result of the issuance of registered Senior Notes in connection with the exchange offers, the Company has become subject to rules and regulations of the SEC applicable to issuers of securities registered under the Securities Act, including periodic and current reporting requirements under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. As of the expiration of the exchange offers on May 2, 2013, approximately $1,324 million in aggregate principal amount of Senior Notes had been validly tendered in the exchange offers. The Company did not receive any proceeds as a result of the exchange offers. On June 6, 2013, the Company filed a Registration Statement on Form S-1 (Registration No. 333-189142) with the SEC to register the resale of approximately $26 million in principal of Senior Notes held by entities affiliated with KKR, one of our Sponsors. The selling noteholders may, from time to time, offer for sale the Senior Notes covered by the Form S-1 Registration Statement in one or more transactions. The Company is not selling any Senior Notes pursuant to the Form S-1 Registration Statement nor will the Company receive any proceeds from any sale of the Senior Notes by the selling noteholders. The Registration Statement on Form S-1 was declared effective on July 24, 2013. The Company incurred third party costs of $2 million in connection with the filing of its Registration Statements. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | |
Sep. 28, 2013 | ||
Accounting Policies [Abstract] | ' | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |
2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
The Company’s significant accounting policies are presented in Note 2 to the Company’s consolidated financial statements for the fiscal year ended December 29, 2012, filed as part of the Company’s Registration Statements on Form S-4 and Form S-1 (Registration Nos. 333-185732, 333-187667, and 333-189142). The following selected accounting policies should be read in conjunction with those discussed in those Registration Statements. | ||
Use of Estimates — The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated financial statements and notes thereto. Actual results could differ from these estimates. The most critical estimates used in the preparation of the Company’s consolidated financial statements pertain to the valuation of goodwill, other intangible assets, accounts receivable related allowance, inventory related allowance, vendor consideration, self-insurance programs and income taxes. | ||
Inventories — The Company’s inventories, consisting mainly of food and other foodservice-related products, are primarily considered finished goods. Inventory costs include the purchase price of the product and freight charges to deliver the product to the Company’s warehouses and are net of certain cash or non-cash consideration received from vendors. The Company assesses the need for valuation allowances for slow-moving, excess and obsolete inventories by estimating the net recoverable value of such goods based upon inventory category, inventory age, specifically identified items and overall economic conditions. | ||
The Company records inventories at the lower of cost or market using the last-in, first-out (“LIFO”) method. The base year values of beginning and ending inventories are determined using the inventory price index computation method, which “links” current costs to original costs in the base year when the Company adopted LIFO. At September 28, 2013 and December 29, 2012, the LIFO balance sheet reserves were $143 million and $136 million, respectively. As a result of changes in LIFO reserves, cost of goods sold decreased $1 million and increased $15 million in the 13-week periods ended September 28, 2013 and September 29, 2012, respectively, and increased $7 million and $19 million in the 39-weeks ended September 28, 2013 and September 29, 2012, respectively. | ||
Property and Equipment — Property and equipment are stated at depreciated cost. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to 40 years. Property and equipment under capital leases and leasehold improvements are amortized on a straight-line basis over the shorter of the remaining terms of the leases or the estimated useful lives of the assets. At September 28, 2013 and December 29, 2012, property and equipment, net included accumulated depreciation of $1,045 million and $890 million, respectively. Depreciation expense was $59 million and $55 million for the 13-weeks ended September 28, 2013 and September 29, 2012, respectively, and $176 million and $160 million for the 39-weeks ended September 28, 2013 and September 29, 2012, respectively. | ||
Property and equipment held and used by the Company are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. For purposes of evaluating the recoverability of property and equipment, the Company compares the carrying value of the asset or asset group to the estimated, undiscounted future cash flows expected to be generated by the long-lived asset or asset group. If the future cash flows included in a long-lived asset recoverability test do not exceed the carrying value, the carrying value is compared to the fair value of such asset. If the carrying value exceeds the fair value, an impairment charge is recorded for the excess. The Company also assesses the recoverability of its closed facilities actively marketed for sale (“Assets Held for Sale”). If a facility’s carrying value exceeds its fair value, less an estimated cost to sell, an impairment charge is recorded for the excess. Assets Held for Sale are not depreciated. | ||
Impairments are recorded as a component of restructuring and tangible asset impairment charges in the Consolidated Statements of Comprehensive Income (Loss) and a reduction of the assets’ carrying value in the Consolidated Balance Sheets. See Note 10 — Restructuring and Tangible Asset Impairment Charges for a discussion of the Company’s long-lived asset impairment charges. | ||
Goodwill and Other Intangible Assets — Goodwill and other intangible assets include the cost of the acquired business in excess of the fair value of the net assets recorded in connection with acquisitions. Other intangible assets include customer relationships, the brand names comprising our portfolio of exclusive brands, and trademarks. As required, we assess 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, our policy is to assess for impairment at the beginning of each fiscal year’s third quarter. For other intangible assets with finite lives, we assess for impairment only if events occur that indicate that the carrying amount of an asset may not be recoverable. All goodwill is assigned to the consolidated Company as the reporting unit. | ||
Business Acquisitions — The Company accounts for business acquisitions under the acquisition method, in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition. The operating results of the acquired companies are included in the Company’s consolidated financial statements from the date of acquisition. Acquisitions, individually and in the aggregate, did not materially affect the Company’s results of operations or financial position for any period presented. The Company paid cash totaling $92 million for business acquisitions made during the 39-weeks ended September 29, 2012. There were no business acquisitions in the 39-weeks ended September 28, 2013. The 2012 acquisitions were purchases which have been or are being integrated into our foodservice distribution network. Certain acquisitions involve contingent consideration in the event certain operating results are achieved over periods of up to two years. As of September 28, 2013 and December 29, 2012, the Company has accrued $6 million of contingent consideration relating to acquisitions. | ||
Share-Based Compensation — Certain employees participate in the 2007 Stock Incentive Plan for Key Employees of USF Holding Corp. and its Affiliates, as amended, which allows purchases of shares of USF Holding Corp., grants of restricted shares and restricted stock units of USF Holding Corp. and grants of options exercisable in USF Holding Corp. shares. The Company measures compensation expense for share-based option awards at fair value at the date of grant and recognizes compensation expense over the service period for share-based awards expected to vest. USF Holding Corp. contributes shares to the Company for employee purchases and upon exercise of options or grants of restricted shares and restricted stock units. | ||
Revenue Recognition — The Company recognizes revenue from the sale of product upon passage of title and customer acceptance of goods, which generally occurs at delivery. The Company grants certain customers sales incentives, such as rebates or discounts and treats these as a reduction of sales at the time the sale is recognized. Sales taxes invoiced to customers and remitted to governmental authorities are excluded from net sales. | ||
Cost of Goods Sold — Cost of goods sold includes amounts paid to manufacturers for products sold, net of vendor consideration, plus the cost of transportation necessary to bring the products to the Company’s distribution facilities. Cost of goods sold excludes depreciation and amortization as the Company acquires its inventories generally in a complete and salable state and includes warehousing related costs in distribution, selling and administrative costs. The amounts presented for cost of goods sold may not be comparable to similar measures disclosed by other companies because not all companies calculate cost of goods sold in the same manner. | ||
Income Taxes — The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. | ||
An uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Uncertain tax positions are recorded at the largest amount that is more likely than not to be sustained. The Company adjusts the amounts recorded for uncertain tax positions when its judgment changes as a result of the evaluation of new information not previously available. These differences are reflected as increases or decreases to income tax expense in the period in which they are determined. |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended | |
Sep. 28, 2013 | ||
Accounting Changes And Error Corrections [Abstract] | ' | |
RECENT ACCOUNTING PRONOUNCEMENTS | ' | |
3 | RECENT ACCOUNTING PRONOUNCEMENTS | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exist. This update requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss (“NOL”) carryforward, a similar tax loss, or a tax credit carryforward except when: (i) an NOL carryforward, a similar tax loss, or a tax credit carryforward is not available as of the reporting date under the governing tax law to settle taxes that would result from the disallowance of the tax position; (ii) the entity does not intend to use the deferred tax asset for this purpose (provided that the tax law permits a choice). If either of these conditions exists, an entity should present an unrecognized tax benefit in the financial statements as a liability and should not net the unrecognized tax benefit with a deferred tax asset. Additional recurring disclosures are not required because the ASU does not affect the recognition, measurement or tabular disclosure of uncertain tax positions. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2013, with early adoption permitted. The adoption of this guidance is not expected to affect the Company’s financial statements and related disclosures as it currently presents unrecognized tax benefits in its financial statements as a reduction of deferred tax assets, pursuant to this ASU. | ||
In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This update requires disclosure of amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. The update does not change the items reported in other comprehensive income or when an item of other comprehensive income is reclassified to net income. This guidance was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2012. As this guidance only revises the presentation and disclosures related to the reclassification of items out of accumulated other comprehensive income, the Company’s adoption of this guidance in the first quarter of 2013 did not affect its financial position, results of operations or cash flows. See Note 13 – Reclassifications Out of Accumulated Other Comprehensive Loss, which presents the disclosures required by this update. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | ||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||
FAIR VALUE MEASUREMENTS | ' | ||||||||||||||||||||
4 | FAIR VALUE MEASUREMENTS | ||||||||||||||||||||
The Company follows the accounting standards for fair value, whereas fair value is a market-based measurement, not an entity-specific measurement. The Company’s fair value measurements are based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1- observable inputs such as quoted prices in active markets; Level 2- observable inputs other than those included in | |||||||||||||||||||||
Level 1 such as quoted prices for similar assets and liabilities in active or inactive markets that are observable either directly or indirectly, or other inputs that are observable or can be corroborated by observable market data; and Level 3- unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Any transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy will be recognized as of the end of the reporting period in which the transfer occurs. There were no transfers between fair value levels in any of the periods presented below. | |||||||||||||||||||||
The Company’s assets and liabilities measured at fair value on a recurring basis as of September 28, 2013 and December 29, 2012, aggregated by the level in the fair value hierarchy within which those measurements fall, are as follows (in thousands): | |||||||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||
Recurring fair value measurements: | |||||||||||||||||||||
Money market funds | $ | 15,800 | $ | — | $ | — | $ | 15,800 | |||||||||||||
Balance at September 28, 2013 | $ | 15,800 | $ | — | $ | — | $ | 15,800 | |||||||||||||
Recurring fair value measurements: | |||||||||||||||||||||
Interest rate swap derivative liability | $ | — | $ | (2,034 | ) | $ | — | $ | (2,034 | ) | |||||||||||
Balance at December 29, 2012 | $ | — | $ | (2,034 | ) | $ | — | $ | (2,034 | ) | |||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||
Nonrecurring fair value measurements: | |||||||||||||||||||||
Assets held for sale | $ | — | $ | — | $ | 10,930 | $ | 10,930 | |||||||||||||
Balance at September 28, 2013 | $ | — | $ | — | $ | 10,930 | $ | 10,930 | |||||||||||||
Nonrecurring fair value measurements: | |||||||||||||||||||||
Assets held for sale | $ | — | $ | — | $ | 23,400 | $ | 23,400 | |||||||||||||
Property and equipment | — | — | 3,361 | 3,361 | |||||||||||||||||
Contingent consideration payable for business acquisitions | — | — | 5,500 | 5,500 | |||||||||||||||||
Balance at December 29, 2012 | $ | — | $ | — | $ | 32,261 | $ | 32,261 | |||||||||||||
Recurring Fair Value Measurements | |||||||||||||||||||||
Derivative Instruments | |||||||||||||||||||||
The Company’s objective in using interest rate swap agreements from time to time is to manage its exposure to interest rate movements on a variable-rate term loan obligation. In 2008, the Company entered into three interest rate swaps to hedge the variable cash flows associated with a former variable-rate term loan (the “Amended 2007 Term Loan”). The interest rate swaps, designated as cash flow hedges of interest rate risk, expired in January 2013. | |||||||||||||||||||||
At December 29, 2012, the Company recorded its interest rate swap derivatives in its Consolidated Balance Sheet at fair value. Fair value was estimated based on projections of cash flows and future interest rates. The determination of fair value included the consideration of any credit valuation adjustments necessary, giving consideration to the creditworthiness of the respective counterparties or the Company, as appropriate. | |||||||||||||||||||||
At December 29, 2012, the fair value of the Company’s interest rate swap derivative financial instruments, classified under Level 2 of the fair value hierarchy, was $2 million. The interest rate swap derivative financial instruments were included in the Company’s Consolidated Balance Sheets in Accrued expenses and other current liabilities. | |||||||||||||||||||||
The Company reclassified $1 million from accumulated other comprehensive loss as an increase to interest expense when the 2008 interest rate swaps expired in January 2013 and recognized a credit to interest income of $1 million related to the ineffective portion of the interest rate swap derivatives. | |||||||||||||||||||||
The effect of the Company’s interest rate swap derivative financial instruments in the Consolidated Statement of Other Comprehensive Income (Loss) for the 13-weeks ended September 29, 2012 and the 39-weeks September 28, 2013 and September 29, 2012, is as follows (in thousands): | |||||||||||||||||||||
Effect of Interest Rate Swap Derivative Instruments in the Consolidated Statements of Comprehensive Income (Loss) | |||||||||||||||||||||
Derivatives in | Amount of | Location of Loss | Amount of Loss | Location of Loss | Amount of | ||||||||||||||||
Cash Flow | Loss Recognized | Reclassified From | Reclassified | Recognized in | Income | ||||||||||||||||
Hedging | in Other | Accumulated Other | from Accumulated | Income on Derivative | Recognized in | ||||||||||||||||
Relationships | Comprehensive | Comprehensive Loss | Other | (Ineffective Portion | Income on | ||||||||||||||||
Loss on | Comprehensive | and Amount | Derivative | ||||||||||||||||||
Derivative | Loss into Income | Excluded from | (Ineffective | ||||||||||||||||||
(Effective | (Effective | Effectiveness | Portion and | ||||||||||||||||||
Portion), net | portion), net of tax | Testing) | Amount | ||||||||||||||||||
of tax | Excluded | ||||||||||||||||||||
from | |||||||||||||||||||||
Effectiveness | |||||||||||||||||||||
Testing) | |||||||||||||||||||||
For the 13-weeks ended | |||||||||||||||||||||
September 29, 2012: | |||||||||||||||||||||
Interest rate swap derivative | $ | (685 | ) | Interest expense — net | $ | (4,671 | ) | Interest expense — net | $ | 720 | |||||||||||
Effect of Interest Rate Swap Derivative Instruments in the Consolidated Statements of Comprehensive Income (Loss) | |||||||||||||||||||||
Derivatives in | Amount of | Location of Loss | Amount of | Location of | Amount of | ||||||||||||||||
Cash Flow | Loss Recognized | Reclassified | Loss Reclassified | Loss Recognized in | Income (Loss) | ||||||||||||||||
Hedging | in Other | From Accumulated | from Accumulated | Income on Derivative | Recognized in | ||||||||||||||||
Relationships | Comprehensive | Other | Other | (Ineffective Portion | Income on | ||||||||||||||||
Loss on | Comprehensive Loss | Comprehensive | and Amount | Derivative | |||||||||||||||||
Derivative | Loss into Income | Excluded from | (Ineffective | ||||||||||||||||||
(Effective | (Effective | Effectiveness | Portion | ||||||||||||||||||
Portion), net | portion), net of tax | Testing) | and Amount | ||||||||||||||||||
of tax | Excluded from | ||||||||||||||||||||
Effectiveness | |||||||||||||||||||||
Testing) | |||||||||||||||||||||
For the 39-weeks ended | |||||||||||||||||||||
September 28, 2013: | |||||||||||||||||||||
Interest rate swap derivative | $ | (255 | ) | Interest expense — net | $ | (797 | ) | Interest expense — net | $ | 645 | |||||||||||
For the 39-weeks ended | |||||||||||||||||||||
September 29, 2012: | |||||||||||||||||||||
Interest rate swap derivative | $ | (1,704 | ) | Interest expense — net | $ | (14,808 | ) | Interest expense — net | $ | (215 | ) | ||||||||||
Money Market Funds | |||||||||||||||||||||
Money market funds include highly liquid investments with an original maturity of three months or less. They are valued using quoted market prices in active markets and are classified under Level 1 within the fair value hierarchy. The Company held no money market funds at December 29, 2012. | |||||||||||||||||||||
Nonrecurring Fair Value Measurements | |||||||||||||||||||||
Property and Equipment | |||||||||||||||||||||
Property and equipment held and used by the Company are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. No impairments to the Company’s property and equipment were recognized during 2013. During 2012, the Company estimated the fair value of various property and equipment assets for purposes of recording necessary impairment charges. Fair value was estimated by the Company based on information received from real estate brokers. The Company recorded $5 million of tangible asset impairment charges in the second quarter of 2012 for property and equipment not classified as Assets Held for Sale. | |||||||||||||||||||||
The Company is required to record Assets Held for Sale at the lesser of the depreciated carrying amount or estimated fair value less costs to sell. During the first quarter of 2013, certain Assets Held for Sale were adjusted to equal their estimated fair value, less costs to sell, resulting in tangible asset impairment charges of $2 million. No impairments to the Company’s Assets Held for Sale were recognized during the 39-weeks ended September 29, 2012. Fair value was estimated by the Company based on information received from real estate brokers. The amounts included in the tables above, classified under Level 3 within the fair value hierarchy, represent the estimated fair values of those property and equipment that became the new carrying amounts at the time the impairments were recorded. | |||||||||||||||||||||
Other Fair Value Measurements | |||||||||||||||||||||
The carrying value of cash, restricted cash, accounts receivable, bank checks outstanding, accounts payable, accrued expenses and contingent consideration payable for business acquisitions approximate their fair values due to their short-term maturities. The fair value of total debt approximated $4.9 billion as of September 28, 2013 and December 29, 2012, as compared to its aggregate carrying value of $4.8 billion as of September 28, 2013 and December 29, 2012. Fair value of the Company’s debt is primarily classified under Level 3 of the fair value hierarchy, with fair value estimated based upon a combination of the cash flows expected to be generated under these debt facilities, interest rates that are currently available to the Company for debt with similar terms and estimates of the Company’s overall credit risk. At September 28, 2013, the fair value of the Company’s 8.5% Senior Notes is classified under Level 2 of the fair value hierarchy, with fair valued based upon the closing market price at the end of the reporting period. The fair value of the 8.5% Senior Notes approximated $1.4 billion at September 28, 2013. |
ACCOUNTS_RECEIVABLE_FINANCING_
ACCOUNTS RECEIVABLE FINANCING PROGRAM | 9 Months Ended | |
Sep. 28, 2013 | ||
Text Block [Abstract] | ' | |
ACCOUNTS RECEIVABLE FINANCING PROGRAM | ' | |
5 | ACCOUNTS RECEIVABLE FINANCING PROGRAM | |
Under the 2012 ABS Facility, the Company and certain of its subsidiaries sell, on a revolving basis, their eligible receivables to a 100% owned, special purpose, bankruptcy remote subsidiary of the Company (the “Receivables Company”) which in turn grants to the administrative agent for the benefit of the lenders a continuing security interest in all of its rights, title and interest in the eligible receivables (as defined by the 2012 ABS Facility). The Company consolidates the Receivables Company and, consequently, the transfer of the receivables is a transaction internal to the Company and the receivables have not been derecognized from the Company’s Consolidated Balance Sheets. On a daily basis, cash from accounts receivable collections is remitted to the Company as additional eligible receivables are sold to the Receivables Company. If, on a weekly settlement basis, there are not sufficient eligible receivables available as collateral, the Company is required to either provide cash collateral to cover the shortfall or, in lieu of providing cash collateral to cover the shortfall, it can pay down its borrowings on the 2012 ABS Facility. Due to sufficient eligible receivables available as collateral, no cash collateral was held at September 28, 2013 or December 29, 2012. | ||
The maximum capacity under the 2012 ABS Facility is $800 million. Borrowings under the 2012 ABS Facility were $686 million at September 28, 2013 and December 29, 2012. Included in the Company’s accounts receivable balance as of September 28, 2013 and December 29, 2012 was $977 million and $918 million, respectively, of receivables held as collateral in support of the 2012 ABS Facility. See Note 9 — Debt for a further description of the 2012 ABS Facility. |
RESTRICTED_CASH
RESTRICTED CASH | 9 Months Ended | |
Sep. 28, 2013 | ||
Cash And Cash Equivalents [Abstract] | ' | |
RESTRICTED CASH | ' | |
6 | RESTRICTED CASH | |
At September 28, 2013 and December 29, 2012, the Company had $7 million of restricted cash included in the Company’s Consolidated Balance Sheets in Other assets. This restricted cash primarily represented security deposits and escrow amounts related to certain properties, primarily distribution centers, collateralizing the commercial mortgage-backed securities loan facility (“CMBS Fixed Facility”). See Note 9— Debt. |
GOODWILL_AND_OTHER_INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 9 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
GOODWILL AND OTHER INTANGIBLES | ' | ||||||||
7 | GOODWILL AND OTHER INTANGIBLES | ||||||||
Goodwill and other intangible assets include the cost of the acquired business in excess of the fair value of the tangible net assets recorded in connection with acquisitions. Other intangible assets include customer relationships, and the brand names comprising our portfolio of exclusive brands and trademarks. Brand names and trademarks are indefinite-lived intangible assets and, accordingly, are not subject to amortization. | |||||||||
Customer relationship intangible assets with definite lives are carried at the acquired fair value less accumulated amortization. Customer relationship intangible assets are amortized over the estimated useful lives (four to ten years). Amortization expense was $37 million and $35 million for the 13-weeks ended September 28, 2013 and September 29, 2012, respectively, and $111 million and $102 million for the 39-weeks ended September 28, 2013 and September 29, 2012, respectively. | |||||||||
Goodwill and other intangibles, net, consisted of the following (in thousands): | |||||||||
September 28, | December 29, | ||||||||
2013 | 2012 | ||||||||
Goodwill | $ | 3,835,477 | $ | 3,833,301 | |||||
Other intangibles: | |||||||||
Customer relationships — amortizable: | |||||||||
Gross carrying amount | $ | 1,365,731 | $ | 1,366,056 | |||||
Accumulated amortization | (839,936 | ) | (729,403 | ) | |||||
Net carrying value | 525,795 | 636,653 | |||||||
Brand names and trademarks — not amortizing | 252,800 | 252,800 | |||||||
Total other intangibles — net | $ | 778,595 | $ | 889,453 | |||||
The increase in goodwill and decrease in customer relationships during 2013 is primarily attributable to the finalization of the purchase price valuation of a business acquired during the second half of 2012. | |||||||||
As required, we assess 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, our policy is to assess for impairment at the beginning of each fiscal year’s third quarter. For other intangible assets with definite lives, we assess for impairment only if events occur that indicate that the carrying amount of an asset may not be recoverable. All goodwill is assigned to the consolidated Company as the reporting unit. | |||||||||
The Company completed its annual impairment assessment for goodwill and its portfolio of brand names and trademarks indefinite-lived intangible assets as of June 30, 2013, the first day of its fiscal third quarter with no impairments noted. Our assessment for impairment of goodwill utilized a discounted cash flow analysis, comparative market multiples and comparative market transaction multiples to determine the fair value of the reporting unit for comparison to the corresponding carrying value. If the carrying value of the reporting unit exceeds its fair value, we must then perform a comparison of the implied fair value of goodwill with its carrying value. If the carrying value of the goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to the excess. Based upon our 2013 annual impairment analysis, we believe the fair value of the Company’s reporting unit exceeded its carrying value. Our fair value estimates of the brand name and trademark indefinite-lived intangible assets are based on a discounted cash flow analysis. Due to the many variables inherent in estimating fair value and the relative size of the recorded indefinite-lived intangible assets, differences in assumptions may have a material effect on the results of our impairment analysis. |
ASSETS_HELD_FOR_SALE
ASSETS HELD FOR SALE | 9 Months Ended | ||||
Sep. 28, 2013 | |||||
Text Block [Abstract] | ' | ||||
ASSETS HELD FOR SALE | ' | ||||
8 | ASSETS HELD FOR SALE | ||||
The Company classifies its closed facilities as Assets Held for Sale at the time management commits to a plan to sell the facility and it is unlikely the plan will be changed, the facility is actively marketed and available for immediate sale and the sale is expected to be completed within one year. Due to market conditions, certain facilities may be classified as Assets Held for Sale for more than one year as the Company continues to actively market the facilities at reasonable prices. For all properties held for sale, the Company has exited operations from the facilities and, thus, the properties are no longer productive assets. Further, the Company has no history of changing its plan to dispose of a facility once the decision has been taken. At September 28, 2013 and December 29, 2012, $6 million and $12 million of closed facilities, respectively, were included in Assets Held for Sale for more than one year. Assets Held for Sale is included in the Company’s Consolidated Balance Sheets in Other current assets. | |||||
The change in Assets Held for Sale for the 39-weeks ended September 28, 2013 is as follows (in thousands): | |||||
Balance at beginning of period | $ | 23,193 | |||
Assets sold | (9,971 | ) | |||
Tangible asset impairment charges | (1,860 | ) | |||
Balance at end of the period | $ | 11,362 | |||
During 2013, the Company sold three facilities previously classified as Assets Held for Sale for net proceeds of $10 million, which approximated their carrying values. As discussed in Note 4 — Fair Value Measurements, during the first quarter of 2013, certain Assets Held for Sale were adjusted to equal their estimated fair value less costs to sell resulting in tangible asset impairment charges of $2 million. | |||||
During 2012, the Company sold three facilities previously classified as Assets Held for Sale for net proceeds of $8 million, which resulted in a net gain on sale of $1 million. |
DEBT
DEBT | 9 Months Ended | ||||||||||||||
Sep. 28, 2013 | |||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||
DEBT | ' | ||||||||||||||
9 | DEBT | ||||||||||||||
The Company’s debt at September 28, 2013 and December 29, 2012 is comprised of the following (dollars in thousands): | |||||||||||||||
Interest Rate | |||||||||||||||
at | |||||||||||||||
Contractual | September 28, | September 28, | December 29, | ||||||||||||
Debt Description | Maturity | 2013 | 2013 | 2012 | |||||||||||
ABL Facility | May 11, 2016 | 3.78 | % | $ | 100,000 | $ | 170,000 | ||||||||
2012 ABS Facility | August 27, 2015 | 1.47 | 686,000 | 686,000 | |||||||||||
Amended 2011 Term Loan | 31-Mar-19 | 4.5 | 2,100,000 | — | |||||||||||
2011 Term Loan | — | — | — | 418,625 | |||||||||||
Amended 2007 Term Loan | — | — | — | 1,684,086 | |||||||||||
CMBS Fixed Facility | August 1, 2017 | 6.38 | 472,391 | 472,391 | |||||||||||
Cash Flow Revolver | 3-Jul-13 | — | — | — | |||||||||||
Senior Notes | 30-Jun-19 | 8.5 | 1,350,000 | 975,000 | |||||||||||
Senior Subordinated Notes | — | — | — | 355,166 | |||||||||||
Obligations under capital leases | 2019-2025 | 4.48–5.94 | 96,680 | 31,075 | |||||||||||
Other debt | 2018-2031 | 5.75–9.00 | 12,437 | 12,966 | |||||||||||
Total debt | 4,817,508 | 4,805,309 | |||||||||||||
Add unamortized premium | 19,144 | 8,516 | |||||||||||||
Less current portion of long-term debt | (32,329 | ) | (48,926 | ) | |||||||||||
Long-term debt | $ | 4,804,323 | $ | 4,764,899 | |||||||||||
As of September 28, 2013, $1,932 million of the total debt was at a fixed rate and $2,886 million was at a floating rate. | |||||||||||||||
Debt Refinancing | |||||||||||||||
2013 Term Loan Amendment | |||||||||||||||
On June 7, 2013, the Company amended its senior secured 2011 Term Loan resulting in the following: | |||||||||||||||
• | The aggregate principal amount outstanding under the Amended 2011 Term Loan was increased from $417 million to $2,100 million and the maturity date of the loan facility was extended from March 31, 2017 to March 31, 2019; | ||||||||||||||
• | The interest rate on outstanding borrowings was reduced to Prime plus 2.5% or the London InterBank Offered Rate (“LIBOR”) plus 3.5%, with a LIBOR floor of 1.0%; | ||||||||||||||
• | The Amended 2011 Term Loan refinanced the outstanding principal amounts of $1,674 million under the Amended 2007 Term Loan and $417 million under the 2011 Term Loan resulting in the following transactions in which: | ||||||||||||||
• | The Company repaid an aggregate of $295 million in principal of the 2011 Term Loan and the Amended 2007 Term Loan to lenders electing full payouts of their term loan holdings. | ||||||||||||||
• | Continuing lenders refinanced an aggregate of $1,634 million in principal of their 2011 Term Loan and Amended 2007 Term Loan holdings for a like amount in principal of the Amended 2011 Term Loan. The continuing lenders purchased an additional $209 million in principal of the Amended 2011 Term Loan from non-continuing lenders. Also, continuing lenders purchased $162 million in principal of the Amended 2011 Term Loan from other continuing lenders electing to decrease their holdings in the Amended 2011 Term Loan. | ||||||||||||||
• | The Company sold $95 million in principal of the Amended 2011 Term Loan to new lenders. | ||||||||||||||
• | The Company incurred $21 million of transaction costs (primarily loan fees, arrangement fees, rating agency fees and legal fees) relating to the Amended 2011 Term Loan. | ||||||||||||||
The Company performed an analysis by creditor to determine if the terms of the Amended 2011 Term Loan were substantially different from the previous term loan facilities. Based upon the Company’s analysis, it was determined that continuing lenders holding a significant portion of the Amended 2011 Term Loan had terms that were substantially different from their original loan agreements and, as a consequence, this portion of the transaction was accounted for as an extinguishment of debt and the contemporaneous acquisition of new debt. Lenders holding the remaining portion of the Amended 2011 Term Loan had terms that were not substantially different from their original loan agreements and, as a consequence, this portion of the transaction was accounted for as a debt modification as opposed to an extinguishment of debt. | |||||||||||||||
The Amended 2011 Term Loan resulted in an $18 million loss on refinancing and such amount has been classified as an extinguishment of debt. The Company wrote-off $9 million of unamortized debt issuance costs and expensed $5 million of loan fees relating to the portion of the transaction accounted for as an extinguishment of debt. Additionally, the Company expensed $4 million of third party costs allocated to the portion of the transaction accounted for as a debt modification. Unamortized debt issuance costs of $6 million will be carried forward and will be amortized through March 31, 2019, the maturity date of the Amended 2011 Term Loan. Upon completion of the transaction on June 7, 2013, entities affiliated with KKR held $290 million of the Amended 2011 Term Loan. | |||||||||||||||
2013 Senior Subordinated Notes Redemption | |||||||||||||||
On January 16, 2013, the Company completed a series of transactions in which it: | |||||||||||||||
• | Redeemed the remaining $355 million in aggregate principal amount of its 11.25% Senior Subordinated Notes (“Senior Subordinated Notes”) due June 30, 2017 at a price equal to 105.625% of the principal amount of such Senior Subordinated Notes, plus accrued and unpaid interest to the redemption date; and | ||||||||||||||
• | Issued an additional $375 million in aggregate principal amount of its 8.5% Senior Notes due June 30, 2019 to fund the Senior Subordinated Notes redemption. The Senior Notes were issued at a price equal to 103.5% of the principal amount for gross proceeds of $388 million. Entities affiliated with KKR were initial purchasers of $6 million in aggregate principal of Senior Notes. | ||||||||||||||
The redemption of the Senior Subordinated Notes resulted in a loss on extinguishment of debt of $24 million, including an early redemption premium of $20 million and a write-off of $4 million of unamortized debt issuance costs relating to the Senior Subordinated Notes. Additionally, the Company incurred third party costs (principally transaction and legal fees) of $6 million relating to this transaction. An entity affiliated with CD&R held all of the redeemed Senior Subordinated Notes. | |||||||||||||||
2012 ABS Loan Refinancing | |||||||||||||||
On August 27, 2012, the Company entered into a new ABS loan facility, the 2012 ABS Facility, and used the proceeds to repay all amounts due on its previous ABS Facility. The Company paid loan fees of $2 million to the 2012 ABS Facility lenders in connection with the transaction and incurred third party costs (principally transaction and legal fees) of $1 million relating to this transaction. The refinancing resulted in the full payment of the previous ABS Facility and the contemporaneous receipt of proceeds under the 2012 ABS Facility. A portion of the lenders under the 2012 ABS Facility were also lenders under the previous ABS Facility. Due to the fact that the terms of the 2012 ABS Facility were not substantially different from the previous ABS Facility, that portion of the 2012 ABS Facility pertaining to those continuing lenders was accounted for as a debt modification as opposed to a debt extinguishment. The ABS loan refinancing resulted in a loss on extinguishment of debt of $1 million, consisting of certain third party costs related to the 2012 ABS loan refinancing and a write-off of unamortized debt issuance costs related to the previous ABS Facility. | |||||||||||||||
2012 Term Loan Amendment | |||||||||||||||
On June 6, 2012, the Company entered into an agreement to amend its 2007 Term Loan scheduled to mature on July 3, 2014. Holders of $1,241 million in principal of the 2007 Term Loan, as of June 6, 2012, consented to extend the maturity date of their debt holdings from July 3, 2014 to March 31, 2017. As consideration for the modification, the interest rate on the extended 2007 Term Loan was increased to Prime plus 2.5% or LIBOR plus 4.25% with a LIBOR floor of 1.5%. The Company paid fees of $4 million to the 2007 Term Loan holders in consideration for their approval and/or participation in the transaction. Additionally, the Company incurred third party costs (principally transaction and legal fees) of $3 million relating to this transaction. The amendment did not require the repayment of the 2007 Term Loan and the receipt of new loan proceeds. However, the terms of the amended 2007 Term Loan were determined to be substantially different from the original agreement and, as a consequence, the amendment was accounted for as an extinguishment of debt and the contemporaneous acquisition of new debt. The 2007 Term Loan amendment resulted in a second quarter 2012 loss on extinguishment of debt of $10 million, including the write-off of $6 million of unamortized debt issuance costs relating to the 2007 Term Loan and fees paid to debt holders of $4 million. Entities affiliated with KKR, holding $321 million of the 2007 Term Loan as of June 6, 2012, participated in the transaction. | |||||||||||||||
Following is a description of each of the Company’s debt instruments outstanding as of September 28, 2013: | |||||||||||||||
• | The 2012 ABS Facility provides commitments to fund up to $800 million against certain customer accounts receivable and related assets originated by US Foods, Inc. and certain of its subsidiaries through August 27, 2015. The Company has borrowed $686 million under the 2012 ABS Facility, the entire amount available to it based on its available collateral at August 27, 2012. The Company, at its option, can request additional 2012 ABS Facility borrowings up to the maximum commitment, provided sufficient eligible receivables are available as collateral. The portion of the loan held by the lenders who fund the loan with commercial paper bears interest at the lender’s commercial paper rate plus any other costs associated with the issuance of commercial paper plus 1.25% and an unused commitment fee of 0.35%. The portion of the loan held by lenders who do not fund the loan with commercial paper bears interest at LIBOR plus 1.25% and an unused commitment fee of 0.35%. See Note 5 — Accounts Receivable Financing Program for a further description of the Company’s 2012 ABS Facility. | ||||||||||||||
• | An asset backed senior secured revolving loan facility, the ABL Facility, provides for loans of up to $1,100 million with its capacity limited by borrowing base calculations. As of September 28, 2013, the Company had $100 million of outstanding borrowings and had issued letters of credit totaling $293 million under the ABL Facility. Outstanding letters of credit included $97 million issued in favor of certain lessors securing Ahold’s contingent exposure under guarantees of our obligations with respect to certain leases, and $178 million issued in favor of certain commercial insurers securing our obligations with respect to our self-insurance program. There is available capacity on the ABL Facility of $707 million at September 28, 2013, based on the borrowing base calculation. As of September 28, 2013, the Company can periodically elect to pay interest under the amended ABL Facility at Prime plus 1.25% or LIBOR plus 2.25% on the majority of the facility. On borrowings up to $75 million, the facility bears interest at Prime plus 2.5% or LIBOR plus 3.5%. The ABL facility also carries letter of credit fees of 2.25% and an unused commitment fee of 0.38%. The Company anticipates repaying all or substantially all of the outstanding ABL borrowings at times during the next twelve months and reborrowing funds under the facility as needed. The Company anticipates its borrowing base capacity will exceed its ABL facility borrowing needs at all times within the next twelve months and, accordingly, it has included these borrowings in Long-term debt in its Consolidated Balance Sheet at September 28, 2013. | ||||||||||||||
• | A senior secured term loan, or the Amended 2011 Term Loan, consists of a senior secured term loan with outstanding borrowings of $2,100 million at September 28, 2013. The Amended 2011 Term Loan bears interest equal to Prime plus 2.5% or LIBOR plus 3.5%, with a LIBOR floor of 1.0%, based on a periodic election of the interest rate by the Company. Principal repayments of $5 million are payable quarterly with the balance due at maturity. The Amended 2011 Term Loan may require mandatory repayments upon the sale of certain assets or based on excess cash flow generated by the Company, as defined in the agreement. As of September 28, 2013, entities affiliated with KKR held $288 million of the Company’s Amended 2011 Term Loan debt. The interest rate for all borrowings on the Amended 2011 Term Loan was 4.5%, the LIBOR floor of 1.0% plus 3.5%, at September 28, 2013. | ||||||||||||||
• | The CMBS Fixed Facility provides financing of $472 million and is secured by mortgages on 38 properties, consisting primarily of distribution centers. The CMBS Fixed Facility bears interest at 6.38%. | ||||||||||||||
• | A senior secured revolving credit facility, or the Cash Flow Revolver, provided for loans of up to $100 million. There were no borrowings in 2013 on the Cash Flow Revolver before it matured on July 3, 2013. | ||||||||||||||
• | The unsecured Senior Notes, with outstanding principal of $1,350 million at September 28, 2013, bear interest at 8.5%. Unamortized original issue premium associated with the 2013 and 2012 Senior Notes issuances of $19 million at September 28, 2013 will be amortized as a reduction of interest expense over the remaining life of this debt facility. As of September 28, 2013, entities affiliated with KKR held $27 million of the Company’s Senior Notes. | ||||||||||||||
Substantially all of our assets are pledged under the various debt agreements. Debt under the 2012 ABS Facility is secured by certain designated receivables and, in certain circumstances, by restricted cash of the Company. The ABL Facility is secured by certain other designated receivables not pledged under the 2012 ABS Facility, inventory and tractors and trailers owned by the Company. The CMBS Fixed Facility is collateralized by mortgages on the 38 related properties. The obligations of the Company under the Amended 2011 Term Loan are guaranteed by security in all of the capital stock of the Company’s subsidiaries, each of the direct and indirect 100% owned domestic subsidiaries, as defined in the agreements, and are secured by substantially all assets of the Company and its subsidiaries not pledged under the 2012 ABS Facility and the CMBS Facilities. More specifically, the Amended 2011 Term Loan has priority over certain collateral securing the ABL Facility and has second priority for other collateral securing the ABL Facility. The former CMBS Floating Facility was collateralized by mortgages on 15 related properties until July 9, 2012 when its outstanding borrowings were repaid. Currently, 14 properties remain in the special purpose, bankruptcy remote subsidiary of the Company and are not pledged as collateral under any of the Company’s debt agreements. | |||||||||||||||
The Company’s credit facilities, loan agreements and indentures contain customary covenants, including, among other things, covenants that restrict our ability to incur certain additional indebtedness, create or permit liens on assets, pay dividends, or engage in mergers or consolidations. Certain debt agreements also contain various and customary events of default with respect to the loans, including, without limitation, the failure to pay interest or principal when the same is due under the agreements, cross default provisions, the failure of representations and warranties contained in the agreements to be true and certain insolvency events. If an event of default occurs and is continuing, the principal amounts outstanding, together with all accrued unpaid interest and other amounts owed thereunder may be declared immediately due and payable by the lenders. Were such an event to occur, the Company would be forced to seek new financing that may not be on as favorable terms as our current facilities. The Company’s ability to refinance its indebtedness on favorable terms, or at all, is directly affected by the current economic and financial conditions. In addition, the Company’s ability to incur secured indebtedness (which may enable it to achieve more favorable terms than the incurrence of unsecured indebtedness) depends in part on the value of its assets, which depends, in turn, on the strength of its cash flows, results of operations, economic and market conditions and other factors. The Company is currently in compliance with all of its credit facilities. |
RESTRUCTURING_AND_TANGIBLE_ASS
RESTRUCTURING AND TANGIBLE ASSET IMPAIRMENT CHARGES | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Restructuring And Related Activities [Abstract] | ' | ||||||||||||||||
RESTRUCTURING AND TANGIBLE ASSET IMPAIRMENT CHARGES | ' | ||||||||||||||||
10 | RESTRUCTURING AND TANGIBLE ASSET IMPAIRMENT CHARGES | ||||||||||||||||
During 2013, certain Assets Held for Sale were adjusted to equal their estimated fair value less costs to sell resulting in tangible asset impairment charges of $2 million. During 2013, we also incurred $3 million of severance costs, including $1 million for a multiemployer pension withdrawal liability. During 2012, we recognized restructuring and tangible asset impairment charges of $9 million. We announced the closing of two facilities, consisting of a distribution facility and an administrative support facility. The closed facilities ceased operations during the second half of 2012 and were consolidated into other Company facilities. The closing of the two facilities resulted in $5 million of tangible asset impairment charges and minimal severance and related costs. During 2012, we also recognized $4 million of severance costs primarily relating to initiatives to functionalize and optimize our business processes and systems. | |||||||||||||||||
A summary of the restructuring charges during the 13-weeks and 39-weeks ended September 28, 2013 and September 29, 2012 is as follows (in thousands): | |||||||||||||||||
13-Weeks Ended | 39-Weeks Ended | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Severance and related costs | $ | 1,176 | $ | 296 | $ | 3,335 | $ | 3,647 | |||||||||
Facility closing costs | 306 | — | (145 | ) | — | ||||||||||||
Tangible asset impairment charges | — | — | 1,860 | 5,040 | |||||||||||||
Total | $ | 1,482 | $ | 296 | $ | 5,050 | $ | 8,687 | |||||||||
The following table summarizes the changes in the restructuring liabilities for the 39-weeks ended September 28, 2013 (in thousands): | |||||||||||||||||
Severance | Facility | ||||||||||||||||
and Related | Closing | ||||||||||||||||
Costs | Costs | Total | |||||||||||||||
Balance at December 29, 2012 | $ | 74,121 | $ | 3,177 | $ | 77,298 | |||||||||||
Current period charges | 3,343 | 485 | 3,828 | ||||||||||||||
Change in estimate | (8 | ) | (630 | ) | (638 | ) | |||||||||||
Payments and usage — net of accretion | (9,366 | ) | (746 | ) | (10,112 | ) | |||||||||||
Balance at September 28, 2013 | $ | 68,090 | $ | 2,286 | $ | 70,376 | |||||||||||
The $68 million of restructuring liabilities as of September 28, 2013 for severance and related costs include $62 million of multiemployer pension withdrawal liabilities relating to closed facilities, payable in monthly installments through 2031 at interest effectively at 5.9% to 6.7%. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | |
Sep. 28, 2013 | ||
Related Party Transactions [Abstract] | ' | |
RELATED PARTY TRANSACTIONS | ' | |
11 | RELATED PARTY TRANSACTIONS | |
The Company pays a $0.8 million monthly management fee to investment funds associated with or managed by the Sponsors. For the 13-week periods ended September 28, 2013 and September 29, 2012, the Company recorded management fees and related expenses of $3 million and $2 million, respectively. For each of the 39-week periods ended September 28, 2013 and September 29, 2012, the Company recorded management fees and related expenses of $8 million. The management fees are reported as Distribution, selling and administrative costs in the Consolidated Statements of Comprehensive Income (Loss). Affiliates of KKR received transaction fees of $2 million for services related to the 2013 debt refinancing transactions and $0.5 million related to the 2012 debt refinancing transaction. | ||
As discussed in Note 9 — Debt, entities affiliated with the Sponsors hold various positions in some of our debt facilities and participated in our 2013 debt refinancing transactions. Entities affiliated with KKR initially held $290 million of the Amended 2011 Term Loan upon completion of the transaction in June 2013 and were initial purchasers of $6 million in aggregate principal of Senior Notes sold in January 2013. At September 28, 2013, entities affiliated with KKR held $315 million in aggregate principal of the Company’s debt facilities. |
RETIREMENT_PLANS
RETIREMENT PLANS | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Compensation And Retirement Disclosure [Abstract] | ' | ||||||||||||||||
RETIREMENT PLANS | ' | ||||||||||||||||
12 | RETIREMENT PLANS | ||||||||||||||||
The Company has defined benefit and defined contribution retirement plans for its employees. Also, the Company contributes to various multiemployer plans under collective bargaining agreements and provides certain health care benefits to eligible retirees and their dependents. | |||||||||||||||||
The components of net pension and other post retirement benefit costs for Company sponsored defined benefit plans for the periods presented are as follows (in thousands): | |||||||||||||||||
13-Weeks Ended | |||||||||||||||||
Pension Benefits | Other Postretirement Plans | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Service cost | $ | 8,357 | $ | 6,512 | $ | 39 | $ | 35 | |||||||||
Interest cost | 8,485 | 9,909 | 107 | 128 | |||||||||||||
Expected return on plan assets | (10,538 | ) | (10,558 | ) | — | — | |||||||||||
Amortization of prior service cost | 50 | 26 | — | — | |||||||||||||
Amortization of net loss | 3,387 | 4,051 | 27 | 8 | |||||||||||||
Net periodic benefit costs | $ | 9,741 | $ | 9,940 | $ | 173 | $ | 171 | |||||||||
39-Weeks Ended | |||||||||||||||||
Pension Benefits | Other Postretirement Plans | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Service cost | $ | 24,417 | $ | 19,364 | $ | 116 | $ | 106 | |||||||||
Interest cost | 25,221 | 28,802 | 323 | 384 | |||||||||||||
Expected return on plan assets | (31,501 | ) | (31,216 | ) | — | — | |||||||||||
Amortization of prior service cost | 149 | 77 | — | — | |||||||||||||
Amortization of net loss | 9,902 | 10,930 | 83 | 25 | |||||||||||||
Net periodic benefit costs | $ | 28,188 | $ | 27,957 | $ | 522 | $ | 515 | |||||||||
During the 13-weeks ended September 28, 2013 and September 29, 2012, the Company reclassified $3 million and $4 million, respectively, out of Accumulated Other Comprehensive Loss to Distribution, selling and administrative costs relating to retirement benefit obligations. During the 39-weeks ended September 28, 2013 and September 29, 2012, the Company reclassified $10 million and $11 million, respectively, out of Accumulated Other Comprehensive Loss to Distribution, selling and administrative costs relating to retirement benefit obligations. | |||||||||||||||||
The Company contributed $38 million and $37 million to its defined benefit and other postretirement plans during the 39-week periods ended September 28, 2013 and September 29, 2012, respectively. The Company anticipates making $49 million in contributions, including payments described above, to its pension plans and other postretirement plans during fiscal year 2013. |
RECLASSIFICATIONS_OUT_OF_ACCUM
RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE LOSS | ' | ||||||||||||||||
13 | RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE LOSS | ||||||||||||||||
The following table presents amounts reclassified out of accumulated other comprehensive loss by component for the periods presented as follows (in thousands): | |||||||||||||||||
13-Weeks Ended | 39-Weeks Ended | ||||||||||||||||
Accumulated Other Comprehensive Loss | September 28, | September 29, | September 28, | September 29, | |||||||||||||
Components | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Defined benefit retirement plans: | |||||||||||||||||
Balance at beginning of period (1) | $ | (118,125 | ) | $ | (107,260 | ) | $ | (125,642 | ) | $ | (111,482 | ) | |||||
Other comprehensive income before reclassifications | — | — | — | — | |||||||||||||
Amortization of prior service cost (2) | 50 | 26 | 149 | 77 | |||||||||||||
Amortization of net loss (2) | 3,414 | 4,058 | 9,985 | 10,953 | |||||||||||||
Total before income tax (3) | 3,464 | 4,084 | 10,134 | 11,030 | |||||||||||||
Income tax (provision) benefit | (19 | ) | (1,600 | ) | 828 | (4,324 | ) | ||||||||||
Current period comprehensive income, net of tax | 3,445 | 2,484 | 10,962 | 6,706 | |||||||||||||
Balance at end of period (1) | $ | (114,680 | ) | $ | (104,776 | ) | $ | (114,680 | ) | $ | (104,776 | ) | |||||
Interest rate swap derivative cash flow hedge (4): | |||||||||||||||||
Balance at beginning of period (1) | $ | — | $ | (8,994 | ) | $ | (542 | ) | $ | (18,112 | ) | ||||||
Other comprehensive income before reclassifications | — | (1,125 | ) | (653 | ) | (2,798 | ) | ||||||||||
Amounts reclassified from other comprehensive income (5) | — | 7,670 | 2,042 | 24,315 | |||||||||||||
Total before income tax | — | 6,545 | 1,389 | 21,517 | |||||||||||||
Income tax provision | — | (2,559 | ) | (847 | ) | (8,413 | ) | ||||||||||
Current period comprehensive income, net of tax | — | 3,986 | 542 | 13,104 | |||||||||||||
Balance at end of period (1) | $ | — | $ | (5,008 | ) | $ | — | $ | (5,008 | ) | |||||||
Accumulated Other Comprehensive Loss end of period (1) | $ | (114,680 | ) | $ | (109,784 | ) | $ | (114,680 | ) | $ | (109,784 | ) | |||||
-1 | Amounts are presented net of tax. | ||||||||||||||||
-2 | Included in the computation of net periodic benefit costs. See Note — 12 Retirement Plans for additional information. | ||||||||||||||||
-3 | Included in Distribution, selling and administration expenses in the Consolidated Statements of Comprehensive Income (Loss). | ||||||||||||||||
-4 | The interest rate swap derivative expired in January 2013. | ||||||||||||||||
-5 | Included in Interest Expense-Net in the Consolidated Statements of Comprehensive Income (Loss). |
INCOME_TAXES
INCOME TAXES | 9 Months Ended | |
Sep. 28, 2013 | ||
Income Tax Disclosure [Abstract] | ' | |
INCOME TAXES | ' | |
14 | INCOME TAXES | |
The determination of the Company’s overall effective tax rate requires the use of estimates. The effective tax rate reflects the income earned and taxed in various U.S. federal and state jurisdictions. Tax law changes, increases and decreases in permanent differences between book and tax items, tax credits and the Company’s change in income from each jurisdiction all affect the overall effective tax rate. | ||
The Company estimated the expected annual effective tax rate. In deriving the effective tax rate to be applied to the results for the 39-week period ended September 28, 2013, the Company excluded the effects of the valuation allowance necessary as a result of the tax amortization of its goodwill and trademarks, its projected nominal book income, and certain permanently non-deductible items. The valuation allowance impact of the tax amortization of goodwill and trademarks has been measured discretely by quarter to calculate income taxes. Given the Company’s cumulative loss position, the impact of the projected current year book income and non-deductible items is being offset by a commensurate valuation allowance adjustment within the annual effective tax rate. This method was applied, as the Company concluded that to use the forecasted annual effective tax rate, unadjusted for those items described above, would not be reliable for use in quarterly reporting of income taxes due to such rate’s significant sensitivity to minimal changes in forecasted annual pre-tax income. The impact of including the tax goodwill | ||
and trademarks amortization in the annual effective tax rate computation, as applied to the year-to-date pre-tax loss of $62 million, would be distortive to the financial statements. Similarly, including the impact of the nominal income and non-deductible permanent items would also distort the annual effective rate in light of the Company’s full valuation allowance position. As a result of these considerations, management concluded that the readers of the financial statements would best benefit from a tax provision for the quarter that reflects the accretion of the valuation allowance on a discrete, ratable basis. | ||
The valuation allowance against the net deferred tax assets was $129 million at December 29, 2012. The deferred tax assets related to federal and state net operating losses, net of amounts applicable to Other Comprehensive Income, increased $22 million during the 39-week period ending September 28, 2013, which resulted in a $151 million total valuation allowance at September 28, 2013. A full valuation allowance on the net deferred tax assets will be maintained until sufficient positive evidence related to sources of future taxable income exists to support a reversal of the valuation allowance. | ||
The effective tax rate for the 13-week period ended September 28, 2013 of 40% varied from the 35% federal statutory rate primarily due to a revision of estimated annual book income and a $4 million increase in the valuation allowance as a result of increased deferred tax assets (net operating losses) not covered by future reversals of deferred tax liabilities. The effective tax rate for the 39-week period ended September 28, 2013 of 10% varied from the 35% federal statutory rate primarily due to expenses not deductible for federal income tax purposes, state income taxes and an increase in the valuation allowance, combined with the small amount of estimated annual pre-tax book income. During the 39-weeks ended September 28, 2013, the valuation allowance increased $27 million as a result of increased deferred tax assets (net operating losses) not covered by future reversals of deferred tax liabilities. | ||
The effective tax rate for the 39-week period ended September 29, 2012 of 23% varied from the federal statutory rate of 35% primarily due to expenses not deductible for federal income tax purposes, state income taxes and changes in the valuation allowance, combined with the small amount of estimated annual book income. The effective tax rate for the 13-week period ended September 29, 2012 was 33%. | ||
On September 13, 2013 the Internal Revenue Service issued new final tangible property regulations. The Company is in the process of analyzing the new regulations impact to the Company. At this point in time, we do not believe the change will have any material impact to our financial statements. These regulations are effective January 1, 2014. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | |
Sep. 28, 2013 | ||
Commitments And Contingencies Disclosure [Abstract] | ' | |
COMMITMENTS AND CONTINGENCIES | ' | |
15 | COMMITMENTS AND CONTINGENCIES | |
Purchase Commitments — The Company enters into purchase orders with vendors and other parties in the ordinary course of business. The Company has a limited number of long-term purchase contracts with vendors that require it to buy a predetermined volume of goods. Additionally, to minimize our fuel cost risk, we enter into forward purchase commitments for a portion of our projected diesel fuel requirements. | ||
Indemnification by Ahold for Certain Matters — In connection with the Acquisition, Ahold committed to indemnify and hold harmless the Company from and against damages (which includes losses, liabilities, obligations, and claims of any kind) and litigation costs (including attorneys’ fees and expenses) suffered, incurred or paid after the Closing Date relating to certain matters. The Company was responsible for the first $40 million of damages and litigation expenses incurred after the closing of the Acquisition related to such matters and Ahold’s indemnification obligations apply to any such damages and litigation expenses as may be incurred after the Closing Date in excess of $40 million. As of the end of its 2009 fiscal year, the Company had incurred $40 million in costs related to these matters; therefore, any future litigation expenses related to the aforementioned matters are subject to the rights of indemnification from Ahold. As of September 28, 2013, no material amounts are due to the Company from Ahold under the indemnification agreement. | ||
California 2010 Labor Code Claim — In April 2010, a putative class action complaint was filed against the Company in California alleging the Company failed to meet its obligations under the California Labor Code related to the provision of meals and breaks for certain drivers. The case has been removed to federal court. In December 2011, the parties reached a tentative settlement of all claims, subject to court approval, and the Company recorded a liability of $3 million to reflect the settlement. In September 2012, the court entered final approval of the settlement which the Company paid into the court’s escrow account in October 2012. Distribution of the settlement funds to all of the identified class members in accordance with the court approved settlement was completed as of September 28, 2013, the Company’s third quarter reporting period. | ||
Eagan Multiemployer Pension Withdrawal Liability — In 2008, the Company completed the closure of its Eagan, Minnesota and Fairfield, Ohio divisions and recorded a liability of approximately $40 million for the related multiemployer pension withdrawal liability. In 2010, the Company received formal notice and demand for payment of a $40 million withdrawal liability, which is payable in monthly installments through November 2023. During the third quarter 2011, the Company was assessed an additional $17 million multiemployer pension withdrawal liability for the Eagan facility. The parties have agreed to arbitrate this matter and discovery commenced during the third quarter of 2012. The Company believes it has meritorious defenses against the assessment for the additional pension withdrawal liability and intends to vigorously defend itself against the claim. The Company does not believe, at this time, that a loss from such obligation is probable and, accordingly, no liability has been recorded. However, it is reasonably possible the Company may ultimately be required to pay an amount up to $17 million. | ||
Pricing Litigation — In October 2006, two customers filed a putative class action against the Company and Ahold. In December 2006, an amended complaint was filed naming a third plaintiff. The complaint focuses on certain pricing practices of the Company in contracts with some of its customers. In February 2007, the Company filed a motion to dismiss the complaint. In August 2007, two additional customers of the Company filed putative class action complaints. These two additional lawsuits are based upon the pricing practices at issue in the case described in the first two sentences of this paragraph. In November 2007, the Judicial Panel on Multidistrict Litigation ordered the transfer of the two subsequently filed lawsuits to the jurisdiction in which the first lawsuit was filed, the U.S. District Court for the District of Connecticut, for consolidated or coordinated proceedings. In June 2008, the Plaintiffs filed their consolidated and amended class action complaint; the Company moved to dismiss this complaint. In August 2009, the Plaintiffs filed a motion for class certification. In December 2009, the court issued a ruling on the Company’s motion to dismiss, dismissing Ahold from the case and also dismissing certain of the plaintiffs’ claims. On November 30, 2011, the court issued its ruling granting the plaintiffs’ motion to certify the class. On April 4, 2012, the U.S. Court of Appeals for the Second Circuit granted the Company’s request to appeal the district court’s decision which granted class certification. Oral argument was held and the court upheld the grant of class certification. The Company is considering an appeal to the United States Supreme Court. In the meantime, the case continues through the discovery stage. The Company believes it has meritorious defenses to the remaining claims and continues to vigorously defend against the lawsuit. The Company does not believe at this time that an unfavorable outcome from this matter is probable and, accordingly, no such liability has been recorded. Due to the inherent uncertainty of legal proceedings, it is reasonably possible the Company could suffer a loss as a result of this matter. An estimate of a possible loss or range of loss from this matter cannot be made. However, any potential liability is subject to the Company’s rights of indemnification from Ahold to the extent and as described above. | ||
Other Legal Proceedings — In addition to the matters described above, the Company and its subsidiaries are parties to a number of other legal proceedings arising out of their business operations. The legal proceedings whether pending, threatened or unasserted, if decided adversely to or settled by the Company, may result in liabilities material to the Company’s financial condition or results of operations. The Company has recognized provisions with respect to its proceedings, where appropriate, which are reflected in the Company’s Consolidated Balance Sheets. It is possible that the Company could be required to make expenditures, in excess of established provisions, in amounts that cannot reasonably be estimated. However, the Company believes that the ultimate resolution of these other proceedings will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. The Company’s policy is to expense attorney fees as incurred, except for those fees that are reimbursable under the above noted Indemnification by Ahold. |
GUARANTOR_AND_NONGUARANTOR_CON
GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 9 Months Ended | ||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | ' | ||||||||||||||||||||
GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ' | ||||||||||||||||||||
16 | GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ||||||||||||||||||||
The following consolidating schedules present condensed financial information of (i) the Company; (ii) certain of its subsidiaries (Guarantors) that guarantee certain obligations of the Company (the Senior Notes; the ABL Facility; and the Amended 2011 Term Loan; and (iii) its other subsidiaries (Non-Guarantors). The Guarantors under the Senior Notes are identical to the Guarantors under the ABL Facility; and the Amended 2011 Term Loan. Separate financial statements and other disclosures with respect to the Guarantor subsidiaries have not been provided because the Company believes the following information is sufficient, as the Guarantor subsidiaries are 100% owned by the Company and all guarantees under the Senior Notes are full and unconditional and joint and several, subject to certain release provisions which the Company has concluded are customary and therefore consistent with the Company’s ability to present condensed financial information of the Guarantors. Under the Senior Notes, a Guarantor subsidiary’s guarantee may be released when any of the following occur: (i) the sale of the | |||||||||||||||||||||
Guarantor subsidiary or all of its assets; (ii) a merger or consolidation of the Guarantor subsidiary with and into the Company or another Guarantor subsidiary; (iii) upon the liquidation of the Guarantor subsidiary following the transfer of all of its assets to the Company or another Guarantor subsidiary; (iv) the rating on the securities is changed to investment grade; (v) the requirements for legal defeasance or covenant defeasance or discharge of the obligation have been satisfied; (vi) the Guarantor subsidiary is declared unrestricted for covenant purposes; or (vii) the Guarantor subsidiary’s guarantee of other indebtedness is terminated or released. | |||||||||||||||||||||
Notwithstanding the aforementioned customary release provisions under the Senior Notes, (i) each subsidiary guarantee is in place throughout the life of the Senior Notes, and no Guarantor may elect to opt out or cancel its guarantee solely at its option; (ii) there are no restrictions, limitations or caps on the guarantees; and (iii) there are no provisions that would delay the payments that would be required of the Guarantors under the guarantees. | |||||||||||||||||||||
Condensed Consolidating Balance Sheet (Unaudited) | |||||||||||||||||||||
September 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Accounts receivable—net | $ | 303,163 | $ | 31,630 | $ | 961,198 | $ | — | $ | 1,295,991 | |||||||||||
Inventories | 1,117,435 | 51,102 | — | — | 1,168,537 | ||||||||||||||||
Other current assets | 310,450 | 6,975 | 81,418 | — | 398,843 | ||||||||||||||||
Property and equipment | 871,661 | 84,042 | 772,821 | — | 1,728,524 | ||||||||||||||||
Goodwill | 3,835,477 | — | — | — | 3,835,477 | ||||||||||||||||
Other intangibles | 778,595 | — | — | — | 778,595 | ||||||||||||||||
Investments in subsidiaries | 1,356,508 | — | — | (1,356,508 | ) | — | |||||||||||||||
Intercompany receivables | — | 608,849 | — | (608,849 | ) | — | |||||||||||||||
Other assets | 53,328 | 17 | 33,312 | (23,200 | ) | 63,457 | |||||||||||||||
Total assets | $ | 8,626,617 | $ | 782,615 | $ | 1,848,749 | $ | (1,988,557 | ) | $ | 9,269,424 | ||||||||||
Accounts payable | $ | 1,229,109 | $ | 38,344 | $ | — | $ | — | $ | 1,267,453 | |||||||||||
Other current liabilities | 583,619 | 15,260 | 3,878 | — | 602,757 | ||||||||||||||||
Long-term debt | 3,630,396 | 15,536 | 1,158,391 | — | 4,804,323 | ||||||||||||||||
Intercompany payables | 571,173 | — | 37,676 | (608,849 | ) | — | |||||||||||||||
Other liabilities | 838,691 | — | 5,771 | (23,200 | ) | 821,262 | |||||||||||||||
Shareholder’s equity | 1,773,629 | 713,475 | 643,033 | (1,356,508 | ) | 1,773,629 | |||||||||||||||
Total liabilities and shareholder’s equity | $ | 8,626,617 | $ | 782,615 | $ | 1,848,749 | $ | (1,988,557 | ) | $ | 9,269,424 | ||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||||||
December 29, 2012 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Accounts receivable—net | $ | 283,325 | $ | 31,303 | $ | 901,984 | $ | — | $ | 1,216,612 | |||||||||||
Inventories | 1,041,628 | 50,864 | — | — | 1,092,492 | ||||||||||||||||
Other current assets | 357,830 | 5,937 | 87,635 | — | 451,402 | ||||||||||||||||
Property and equipment | 834,116 | 85,486 | 786,786 | — | 1,706,388 | ||||||||||||||||
Goodwill | 3,833,301 | — | — | — | 3,833,301 | ||||||||||||||||
Other intangibles | 889,453 | — | — | — | 889,453 | ||||||||||||||||
Investments in subsidiaries | 1,319,079 | — | — | (1,319,079 | ) | — | |||||||||||||||
Intercompany receivables | — | 573,654 | — | (573,654 | ) | — | |||||||||||||||
Other assets | 61,977 | 17 | 34,964 | (23,200 | ) | 73,758 | |||||||||||||||
Total assets | $ | 8,620,709 | $ | 747,261 | $ | 1,811,369 | $ | (1,915,933 | ) | $ | 9,263,406 | ||||||||||
Accounts payable | $ | 1,204,529 | $ | 35,113 | $ | 148 | $ | — | $ | 1,239,790 | |||||||||||
Other current liabilities | 561,032 | 12,334 | 25,657 | — | 599,023 | ||||||||||||||||
Long-term debt | 3,628,391 | — | 1,136,508 | — | 4,764,899 | ||||||||||||||||
Intercompany payables | 549,633 | — | 24,021 | (573,654 | ) | — | |||||||||||||||
Other liabilities | 862,568 | — | 5,770 | (23,200 | ) | 845,138 | |||||||||||||||
Shareholder’s equity | 1,814,556 | 699,814 | 619,265 | (1,319,079 | ) | 1,814,556 | |||||||||||||||
Total liabilities and shareholder’s equity | $ | 8,620,709 | $ | 747,261 | $ | 1,811,369 | $ | (1,915,933 | ) | $ | 9,263,406 | ||||||||||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | |||||||||||||||||||||
13-Weeks Ended September 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 5,546,482 | $ | 140,230 | $ | 23,176 | $ | (23,176 | ) | $ | 5,686,712 | ||||||||||
Cost of goods sold | 4,605,544 | 110,709 | — | — | 4,716,253 | ||||||||||||||||
Gross profit | 940,938 | 29,521 | 23,176 | (23,176 | ) | 970,459 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and admininstrative | 868,576 | 23,646 | 15,420 | (27,524 | ) | 880,118 | |||||||||||||||
Restructuring and tangible asset impairment charges | 1,482 | — | — | — | 1,482 | ||||||||||||||||
Total operating expenses | 870,058 | 23,646 | 15,420 | (27,524 | ) | 881,600 | |||||||||||||||
Operating income | 70,880 | 5,875 | 7,756 | 4,348 | 88,859 | ||||||||||||||||
Interest expense—net | 61,561 | 199 | 11,018 | — | 72,778 | ||||||||||||||||
Other expense (income)—net | 26,867 | (4,348 | ) | (26,867 | ) | 4,348 | — | ||||||||||||||
(Loss) income before income taxes | (17,548 | ) | 10,024 | 23,605 | — | 16,081 | |||||||||||||||
Income tax benefit (provision) | 14,108 | — | (7,750 | ) | — | 6,358 | |||||||||||||||
Equity in earnings of subsidiaries | 25,879 | — | — | (25,879 | ) | — | |||||||||||||||
Net income | 22,439 | 10,024 | 15,855 | (25,879 | ) | 22,439 | |||||||||||||||
Other comprehensive income | 3,445 | — | — | — | 3,445 | ||||||||||||||||
Comprehensive income | $ | 25,884 | $ | 10,024 | $ | 15,855 | $ | (25,879 | ) | $ | 25,884 | ||||||||||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | |||||||||||||||||||||
13-Weeks Ended September 29, 2012 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 5,364,479 | $ | 143,052 | $ | 23,819 | $ | (23,819 | ) | $ | 5,507,531 | ||||||||||
Cost of goods sold | 4,466,196 | 115,888 | — | — | 4,582,084 | ||||||||||||||||
Gross profit | 898,283 | 27,164 | 23,819 | (23,819 | ) | 925,447 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and admininstrative | 836,211 | 24,086 | 15,275 | (28,237 | ) | 847,335 | |||||||||||||||
Restructuring and tangible asset impairment charges | 296 | — | — | — | 296 | ||||||||||||||||
Total operating expenses | 836,507 | 24,086 | 15,275 | (28,237 | ) | 847,631 | |||||||||||||||
Operating income | 61,776 | 3,078 | 8,544 | 4,418 | 77,816 | ||||||||||||||||
Interest expense—net | 70,051 | 1 | 10,807 | — | 80,859 | ||||||||||||||||
Loss on extinguishment of debt | — | — | 796 | — | 796 | ||||||||||||||||
Other expense (income)—net | 25,829 | (4,419 | ) | (25,828 | ) | 4,418 | — | ||||||||||||||
(Loss) income before income taxes | (34,104 | ) | 7,496 | 22,769 | — | (3,839 | ) | ||||||||||||||
Income tax benefit (provision) | 8,633 | — | (7,349 | ) | — | 1,284 | |||||||||||||||
Equity in earnings of subsidiaries | 22,916 | — | — | (22,916 | ) | — | |||||||||||||||
Net (loss) income | (2,555 | ) | 7,496 | 15,420 | (22,916 | ) | (2,555 | ) | |||||||||||||
Other comprehensive income | 6,470 | — | — | — | 6,470 | ||||||||||||||||
Comprehensive income | $ | 3,915 | $ | 7,496 | $ | 15,420 | $ | (22,916 | ) | $ | 3,915 | ||||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) (Unaudited) | |||||||||||||||||||||
39-Weeks Ended September 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 16,326,932 | $ | 423,450 | $ | 70,194 | $ | (70,194 | ) | $ | 16,750,382 | ||||||||||
Cost of goods sold | 13,562,912 | 336,057 | — | — | 13,898,969 | ||||||||||||||||
Gross profit | 2,764,020 | 87,393 | 70,194 | (70,194 | ) | 2,851,413 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and admininstrative | 2,602,661 | 69,907 | 44,970 | (83,603 | ) | 2,633,935 | |||||||||||||||
Restructuring and tangible asset impairment charges | 3,660 | — | 1,390 | — | 5,050 | ||||||||||||||||
Total operating expenses | 2,606,321 | 69,907 | 46,360 | (83,603 | ) | 2,638,985 | |||||||||||||||
Operating income | 157,699 | 17,486 | 23,834 | 13,409 | 212,428 | ||||||||||||||||
Interest expense—net | 199,200 | 501 | 33,425 | — | 233,126 | ||||||||||||||||
Loss on extinguishment of debt | 41,796 | — | — | — | 41,796 | ||||||||||||||||
Other expense (income)—net | 81,715 | (13,409 | ) | (81,715 | ) | 13,409 | — | ||||||||||||||
(Loss) income before income taxes | (165,012 | ) | 30,394 | 72,124 | — | (62,494 | ) | ||||||||||||||
Income tax benefit (provision) | 29,769 | — | (23,536 | ) | — | 6,233 | |||||||||||||||
Equity in earnings of subsidiaries | 78,982 | — | — | (78,982 | ) | — | |||||||||||||||
Net (loss) income | (56,261 | ) | 30,394 | 48,588 | (78,982 | ) | (56,261 | ) | |||||||||||||
Other comprehensive income | 11,504 | — | — | — | 11,504 | ||||||||||||||||
Comprehensive (loss) income | $ | (44,757 | ) | $ | 30,394 | $ | 48,588 | $ | (78,982 | ) | $ | (44,757 | ) | ||||||||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | |||||||||||||||||||||
39-Weeks Ended September 29, 2012 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 15,793,916 | $ | 436,332 | $ | 71,312 | $ | (71,312 | ) | $ | 16,230,248 | ||||||||||
Cost of goods sold | 13,130,657 | 354,306 | — | — | 13,484,963 | ||||||||||||||||
Gross profit | 2,663,259 | 82,026 | 71,312 | (71,312 | ) | 2,745,285 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and admininstrative | 2,466,396 | 71,419 | 45,313 | (83,776 | ) | 2,499,352 | |||||||||||||||
Restructuring and tangible asset impairment charges | 8,687 | — | — | — | 8,687 | ||||||||||||||||
Total operating expenses | 2,475,083 | 71,419 | 45,313 | (83,776 | ) | 2,508,039 | |||||||||||||||
Operating income | 188,176 | 10,607 | 25,999 | 12,464 | 237,246 | ||||||||||||||||
Interest expense—net | 193,097 | 20 | 34,179 | — | 227,296 | ||||||||||||||||
Loss on extinguishment of debt | 9,600 | — | 796 | — | 10,396 | ||||||||||||||||
Other expense (income)—net | 73,184 | (12,465 | ) | (73,183 | ) | 12,464 | — | ||||||||||||||
(Loss) income before income taxes | (87,705 | ) | 23,052 | 64,207 | — | (446 | ) | ||||||||||||||
Income tax benefit (provision) | 21,165 | — | (21,061 | ) | — | 104 | |||||||||||||||
Equity in earnings of subsidiaries | 66,198 | — | — | (66,198 | ) | — | |||||||||||||||
Net (loss) income | (342 | ) | 23,052 | 43,146 | (66,198 | ) | (342 | ) | |||||||||||||
Other comprehensive income | 19,810 | — | — | — | 19,810 | ||||||||||||||||
Comprehensive income | $ | 19,468 | $ | 23,052 | $ | 43,146 | $ | (66,198 | ) | $ | 19,468 | ||||||||||
Condensed Consolidating Statement of Cash Flows (Unaudited) | |||||||||||||||||||||
39-Weeks Ended September 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 88,417 | $ | 5,958 | $ | 19,976 | $ | 114,351 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Proceeds from sales of property and equipment | 6,033 | — | 6,987 | 13,020 | |||||||||||||||||
Purchases of property and equipment | (128,058 | ) | (5,089 | ) | — | (133,147 | ) | ||||||||||||||
Net cash (used in) provided by investing activities | (122,025 | ) | (5,089 | ) | 6,987 | (120,127 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt refinancing | 854,485 | — | 854,485 | ||||||||||||||||||
Proceeds from other borrowings | 1,303,000 | — | — | 1,303,000 | |||||||||||||||||
Payment for debt financing costs | (29,376 | ) | — | — | (29,376 | ) | |||||||||||||||
Principal payments on debt and capital leases | (1,846,286 | ) | (1,391 | ) | — | (1,847,677 | ) | ||||||||||||||
Repurchase of senior subordinated notes | (375,144 | ) | — | — | (375,144 | ) | |||||||||||||||
Capital contributions (distributions) | 26,963 | — | (26,963 | ) | — | ||||||||||||||||
Proceeds from parent company common stock sales | 475 | — | — | 475 | |||||||||||||||||
Parent company common stock repurchased | (5,250 | ) | — | — | (5,250 | ) | |||||||||||||||
Net cash used in financing activities | (71,133 | ) | (1,391 | ) | (26,963 | ) | (99,487 | ) | |||||||||||||
Net decrease in cash and cash equivalents | (104,741 | ) | (522 | ) | — | (105,263 | ) | ||||||||||||||
Cash and cash equivalents—beginning of period | 240,902 | 1,555 | — | 242,457 | |||||||||||||||||
Cash and cash equivalents—end of period | $ | 136,161 | $ | 1,033 | $ | — | $ | 137,194 | |||||||||||||
Condensed Consolidating Statement of Cash Flows (Unaudited) | |||||||||||||||||||||
39-Weeks Ended September 29, 2012 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash (used in) provided by operating activities | $ | (32,156 | ) | $ | 22,248 | $ | 28,405 | $ | 18,497 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses | (91,777 | ) | — | — | (91,777 | ) | |||||||||||||||
Proceeds from sales of property and equipment | 2,464 | — | 7,421 | 9,885 | |||||||||||||||||
Purchases of property and equipment | (207,421 | ) | (22,003 | ) | — | (229,424 | ) | ||||||||||||||
Net cash (used in) provided by investing activities | (296,734 | ) | (22,003 | ) | 7,421 | (311,316 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt borrowings | 1,601,000 | — | — | 1,601,000 | |||||||||||||||||
Proceeds from debt refinancing | — | 686,000 | 686,000 | ||||||||||||||||||
Payment for debt financing costs | (6,175 | ) | — | (3,413 | ) | (9,588 | ) | ||||||||||||||
Principal payments on debt and capital leases | (1,170,185 | ) | — | (854,526 | ) | (2,024,711 | ) | ||||||||||||||
Capital (distributions) contributions | (136,113 | ) | — | 136,113 | — | ||||||||||||||||
Proceeds from parent company common stock sales | 761 | — | — | 761 | |||||||||||||||||
Parent company common stock repurchased | (1,500 | ) | — | — | (1,500 | ) | |||||||||||||||
Net cash provided by (used in) financing activities | 287,788 | — | (35,826 | ) | 251,962 | ||||||||||||||||
Net (decrease) increase in cash and cash equivalents | (41,102 | ) | 245 | — | (40,857 | ) | |||||||||||||||
Cash and cash equivalents—beginning of period | 201,092 | 1,599 | — | 202,691 | |||||||||||||||||
Cash and cash equivalents—end of period | $ | 159,990 | $ | 1,844 | $ | — | $ | 161,834 | |||||||||||||
BUSINESS_SEGMENT_INFORMATION
BUSINESS SEGMENT INFORMATION | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
BUSINESS SEGMENT INFORMATION | ' | ||||||||||||||||
17 | BUSINESS SEGMENT INFORMATION | ||||||||||||||||
The Company operates in one business segment based on how the Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, views the business for purposes of evaluating performance and making operating decisions. The Company markets and distributes fresh, frozen and dry food and non-food products to foodservice customers throughout the United States. | |||||||||||||||||
We use a centralized management structure, and Company strategies and initiatives are implemented and executed consistently across the organization to maximize value to the organization as a whole. We use shared resources for sales, procurement, and general and administrative costs across each of our distribution centers. Our distribution centers form a single network to reach our customers; it is common for a single customer to make purchases from several different distribution centers. Capital projects, whether for cost savings or generating incremental revenue, are typically evaluated based on estimated economic returns to the organization as a whole (e.g., net present value, return on investment). | |||||||||||||||||
The measure used by the CODM to assess operating performance is Adjusted EBITDA. Adjusted EBITDA is defined as “Net Income (Loss), plus interest expense, net, provision (benefit) for income taxes and depreciation and amortization expense” or “EBITDA”, adjusted for (i) Sponsor fees, (ii) restructuring and tangible and intangible asset impairment charges, (iii) share-based compensation expense, (iv) gains, losses, or charges as specified under the Company’s debt agreements, and (v) the non-cash impact of LIFO adjustments. Costs to optimize and transform our business are noted as business transformation costs in the table below and are added to EBITDA in arriving at Adjusted EBITDA as specified under the Company’s debt agreements. Business transformation costs include costs related to functionalization and significant process and systems redesign in the Company’s replenishment, finance, category management and human resources functions; company rebranding; cash & carry retail store strategy and implementation; and process and system redesign related to the Company’s sales model. The aforementioned items are specified as items to add to EBITDA in arriving at Adjusted EBITDA per the Company’s debt agreements and, accordingly, our management includes such adjustments when assessing the operating performance of the business. | |||||||||||||||||
The following is a quantitative reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is Net Income (Loss) for the periods indicated (in thousands): | |||||||||||||||||
13-Weeks Ended | 39-Weeks Ended | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Adjusted EBITDA | $ | 216,619 | $ | 208,173 | $ | 599,201 | $ | 613,498 | |||||||||
Adjustments: | |||||||||||||||||
Sponsor fees (1) | (2,606 | ) | (2,495 | ) | (7,771 | ) | (7,665 | ) | |||||||||
Restructuring and tangible asset impairment charges (2) | (1,482 | ) | (296 | ) | (5,050 | ) | (8,687 | ) | |||||||||
Share-based compensation expense (3) | (3,887 | ) | 38 | (9,784 | ) | (3,166 | ) | ||||||||||
LIFO reserve change (4) | 837 | (15,313 | ) | (6,526 | ) | (18,835 | ) | ||||||||||
Loss on extinguishment of debt (5) | — | (796 | ) | (41,796 | ) | (10,396 | ) | ||||||||||
Business transformation costs (6) | (15,156 | ) | (16,243 | ) | (43,700 | ) | (56,717 | ) | |||||||||
Other (7) | (9,211 | ) | (5,889 | ) | (26,675 | ) | (19,252 | ) | |||||||||
EBITDA | 185,114 | 167,179 | 457,899 | 488,780 | |||||||||||||
Interest expense, net | (72,778 | ) | (80,859 | ) | (233,126 | ) | (227,296 | ) | |||||||||
Income tax benefit | 6,358 | 1,284 | 6,233 | 104 | |||||||||||||
Depreciation and amortization expense | (96,255 | ) | (90,159 | ) | (287,267 | ) | (261,930 | ) | |||||||||
Net Income (Loss) | $ | 22,439 | $ | (2,555 | ) | $ | (56,261 | ) | $ | (342 | ) | ||||||
-1 | Consists of management fees paid to the Sponsors. | ||||||||||||||||
-2 | Restructuring and tangible asset impairment charges primarily consist of facility closing, severance and related costs and tangible asset impairment charges. | ||||||||||||||||
-3 | Share-based compensation expense represents costs recorded for USF Holding Corp. share option awards and restricted shares and restricted stock units granted. | ||||||||||||||||
-4 | Consists of changes in the LIFO reserve. | ||||||||||||||||
-5 | The 2013 loss on extinguishment of debt consists of a write-off of unamortized debt issuance costs, as well as loan fees and third party costs related to the Amended 2011 Term Loan, and an early redemption premium and a write-off of unamortized debt issuance costs related to the Senior Subordinated Notes redemption. The third quarter 2012 loss on extinguishment of debt consists of certain third party costs related to the 2012 ABS Facility and a write-off of unamortized debt issuance costs related to the previous ABS Facility. In the second quarter 2012, we recorded a loss on extinguishment of debt consisting of fees paid to debt holders and the write-off of unamortized debt issuance costs related to the amendment of the 2007 Term Loan. | ||||||||||||||||
-6 | Consists primarily of costs related to functionalization and significant process and systems redesign. | ||||||||||||||||
-7 | Other includes gains, losses or charges as specified under the Company’s debt agreements. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 28, 2013 | |
Accounting Policies [Abstract] | ' |
Use of Estimates | ' |
Use of Estimates — The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated financial statements and notes thereto. Actual results could differ from these estimates. The most critical estimates used in the preparation of the Company’s consolidated financial statements pertain to the valuation of goodwill, other intangible assets, accounts receivable related allowance, inventory related allowance, vendor consideration, self-insurance programs and income taxes. | |
Inventories | ' |
Inventories — The Company’s inventories, consisting mainly of food and other foodservice-related products, are primarily considered finished goods. Inventory costs include the purchase price of the product and freight charges to deliver the product to the Company’s warehouses and are net of certain cash or non-cash consideration received from vendors. The Company assesses the need for valuation allowances for slow-moving, excess and obsolete inventories by estimating the net recoverable value of such goods based upon inventory category, inventory age, specifically identified items and overall economic conditions. | |
The Company records inventories at the lower of cost or market using the last-in, first-out (“LIFO”) method. The base year values of beginning and ending inventories are determined using the inventory price index computation method, which “links” current costs to original costs in the base year when the Company adopted LIFO. At September 28, 2013 and December 29, 2012, the LIFO balance sheet reserves were $143 million and $136 million, respectively. As a result of changes in LIFO reserves, cost of goods sold decreased $1 million and increased $15 million in the 13-week periods ended September 28, 2013 and September 29, 2012, respectively, and increased $7 million and $19 million in the 39-weeks ended September 28, 2013 and September 29, 2012, respectively. | |
Property and Equipment | ' |
Property and Equipment — Property and equipment are stated at depreciated cost. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to 40 years. Property and equipment under capital leases and leasehold improvements are amortized on a straight-line basis over the shorter of the remaining terms of the leases or the estimated useful lives of the assets. At September 28, 2013 and December 29, 2012, property and equipment, net included accumulated depreciation of $1,045 million and $890 million, respectively. Depreciation expense was $59 million and $55 million for the 13-weeks ended September 28, 2013 and September 29, 2012, respectively, and $176 million and $160 million for the 39-weeks ended September 28, 2013 and September 29, 2012, respectively. | |
Property and equipment held and used by the Company are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. For purposes of evaluating the recoverability of property and equipment, the Company compares the carrying value of the asset or asset group to the estimated, undiscounted future cash flows expected to be generated by the long-lived asset or asset group. If the future cash flows included in a long-lived asset recoverability test do not exceed the carrying value, the carrying value is compared to the fair value of such asset. If the carrying value exceeds the fair value, an impairment charge is recorded for the excess. The Company also assesses the recoverability of its closed facilities actively marketed for sale (“Assets Held for Sale”). If a facility’s carrying value exceeds its fair value, less an estimated cost to sell, an impairment charge is recorded for the excess. Assets Held for Sale are not depreciated. | |
Impairments are recorded as a component of restructuring and tangible asset impairment charges in the Consolidated Statements of Comprehensive Income (Loss) and a reduction of the assets’ carrying value in the Consolidated Balance Sheets. See Note 10 — Restructuring and Tangible Asset Impairment Charges for a discussion of the Company’s long-lived asset impairment charges. | |
Goodwill and Other Intangible Assets | ' |
Goodwill and Other Intangible Assets — Goodwill and other intangible assets include the cost of the acquired business in excess of the fair value of the net assets recorded in connection with acquisitions. Other intangible assets include customer relationships, the brand names comprising our portfolio of exclusive brands, and trademarks. As required, we assess 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, our policy is to assess for impairment at the beginning of each fiscal year’s third quarter. For other intangible assets with finite lives, we assess for impairment only if events occur that indicate that the carrying amount of an asset may not be recoverable. All goodwill is assigned to the consolidated Company as the reporting unit. | |
Business Acquisitions | ' |
Business Acquisitions — The Company accounts for business acquisitions under the acquisition method, in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition. The operating results of the acquired companies are included in the Company’s consolidated financial statements from the date of acquisition. Acquisitions, individually and in the aggregate, did not materially affect the Company’s results of operations or financial position for any period presented. The Company paid cash totaling $92 million for business acquisitions made during the 39-weeks ended September 29, 2012. There were no business acquisitions in the 39-weeks ended September 28, 2013. The 2012 acquisitions were purchases which have been or are being integrated into our foodservice distribution network. Certain acquisitions involve contingent consideration in the event certain operating results are achieved over periods of up to two years. As of September 28, 2013 and December 29, 2012, the Company has accrued $6 million of contingent consideration relating to acquisitions. | |
Share-Based Compensation | ' |
Share-Based Compensation — Certain employees participate in the 2007 Stock Incentive Plan for Key Employees of USF Holding Corp. and its Affiliates, as amended, which allows purchases of shares of USF Holding Corp., grants of restricted shares and restricted stock units of USF Holding Corp. and grants of options exercisable in USF Holding Corp. shares. The Company measures compensation expense for share-based option awards at fair value at the date of grant and recognizes compensation expense over the service period for share-based awards expected to vest. USF Holding Corp. contributes shares to the Company for employee purchases and upon exercise of options or grants of restricted shares and restricted stock units. | |
Revenue Recognition | ' |
Revenue Recognition — The Company recognizes revenue from the sale of product upon passage of title and customer acceptance of goods, which generally occurs at delivery. The Company grants certain customers sales incentives, such as rebates or discounts and treats these as a reduction of sales at the time the sale is recognized. Sales taxes invoiced to customers and remitted to governmental authorities are excluded from net sales. | |
Cost of Goods Sold | ' |
Cost of Goods Sold — Cost of goods sold includes amounts paid to manufacturers for products sold, net of vendor consideration, plus the cost of transportation necessary to bring the products to the Company’s distribution facilities. Cost of goods sold excludes depreciation and amortization as the Company acquires its inventories generally in a complete and salable state and includes warehousing related costs in distribution, selling and administrative costs. The amounts presented for cost of goods sold may not be comparable to similar measures disclosed by other companies because not all companies calculate cost of goods sold in the same manner. | |
Income Taxes | ' |
Income Taxes — The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. | |
An uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Uncertain tax positions are recorded at the largest amount that is more likely than not to be sustained. The Company adjusts the amounts recorded for uncertain tax positions when its judgment changes as a result of the evaluation of new information not previously available. These differences are reflected as increases or decreases to income tax expense in the period in which they are determined. |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis | ' | ||||||||||||||||||||
The Company’s assets and liabilities measured at fair value on a recurring basis as of September 28, 2013 and December 29, 2012, aggregated by the level in the fair value hierarchy within which those measurements fall, are as follows (in thousands): | |||||||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||
Recurring fair value measurements: | |||||||||||||||||||||
Money market funds | $ | 15,800 | $ | — | $ | — | $ | 15,800 | |||||||||||||
Balance at September 28, 2013 | $ | 15,800 | $ | — | $ | — | $ | 15,800 | |||||||||||||
Recurring fair value measurements: | |||||||||||||||||||||
Interest rate swap derivative liability | $ | — | $ | (2,034 | ) | $ | — | $ | (2,034 | ) | |||||||||||
Balance at December 29, 2012 | $ | — | $ | (2,034 | ) | $ | — | $ | (2,034 | ) | |||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||
Nonrecurring fair value measurements: | |||||||||||||||||||||
Assets held for sale | $ | — | $ | — | $ | 10,930 | $ | 10,930 | |||||||||||||
Balance at September 28, 2013 | $ | — | $ | — | $ | 10,930 | $ | 10,930 | |||||||||||||
Nonrecurring fair value measurements: | |||||||||||||||||||||
Assets held for sale | $ | — | $ | — | $ | 23,400 | $ | 23,400 | |||||||||||||
Property and equipment | — | — | 3,361 | 3,361 | |||||||||||||||||
Contingent consideration payable for business acquisitions | — | — | 5,500 | 5,500 | |||||||||||||||||
Balance at December 29, 2012 | $ | — | $ | — | $ | 32,261 | $ | 32,261 | |||||||||||||
Effect of Interest Rate Swap Derivative Financial Instruments in Other Comprehensive Loss | ' | ||||||||||||||||||||
The effect of the Company’s interest rate swap derivative financial instruments in the Consolidated Statement of Other Comprehensive Income (Loss) for the 13-weeks ended September 29, 2012 and the 39-weeks September 28, 2013 and September 29, 2012, is as follows (in thousands): | |||||||||||||||||||||
Effect of Interest Rate Swap Derivative Instruments in the Consolidated Statements of Comprehensive Income (Loss) | |||||||||||||||||||||
Derivatives in | Amount of | Location of Loss | Amount of Loss | Location of Loss | Amount of | ||||||||||||||||
Cash Flow | Loss Recognized | Reclassified From | Reclassified | Recognized in | Income | ||||||||||||||||
Hedging | in Other | Accumulated Other | from Accumulated | Income on Derivative | Recognized in | ||||||||||||||||
Relationships | Comprehensive | Comprehensive Loss | Other | (Ineffective Portion | Income on | ||||||||||||||||
Loss on | Comprehensive | and Amount | Derivative | ||||||||||||||||||
Derivative | Loss into Income | Excluded from | (Ineffective | ||||||||||||||||||
(Effective | (Effective | Effectiveness | Portion and | ||||||||||||||||||
Portion), net | portion), net of tax | Testing) | Amount | ||||||||||||||||||
of tax | Excluded | ||||||||||||||||||||
from | |||||||||||||||||||||
Effectiveness | |||||||||||||||||||||
Testing) | |||||||||||||||||||||
For the 13-weeks ended | |||||||||||||||||||||
September 29, 2012: | |||||||||||||||||||||
Interest rate swap derivative | $ | (685 | ) | Interest expense — net | $ | (4,671 | ) | Interest expense — net | $ | 720 | |||||||||||
Effect of Interest Rate Swap Derivative Instruments in the Consolidated Statements of Comprehensive Income (Loss) | |||||||||||||||||||||
Derivatives in | Amount of | Location of Loss | Amount of | Location of | Amount of | ||||||||||||||||
Cash Flow | Loss Recognized | Reclassified | Loss Reclassified | Loss Recognized in | Income (Loss) | ||||||||||||||||
Hedging | in Other | From Accumulated | from Accumulated | Income on Derivative | Recognized in | ||||||||||||||||
Relationships | Comprehensive | Other | Other | (Ineffective Portion | Income on | ||||||||||||||||
Loss on | Comprehensive Loss | Comprehensive | and Amount | Derivative | |||||||||||||||||
Derivative | Loss into Income | Excluded from | (Ineffective | ||||||||||||||||||
(Effective | (Effective | Effectiveness | Portion | ||||||||||||||||||
Portion), net | portion), net of tax | Testing) | and Amount | ||||||||||||||||||
of tax | Excluded from | ||||||||||||||||||||
Effectiveness | |||||||||||||||||||||
Testing) | |||||||||||||||||||||
For the 39-weeks ended | |||||||||||||||||||||
September 28, 2013: | |||||||||||||||||||||
Interest rate swap derivative | $ | (255 | ) | Interest expense — net | $ | (797 | ) | Interest expense — net | $ | 645 | |||||||||||
For the 39-weeks ended | |||||||||||||||||||||
September 29, 2012: | |||||||||||||||||||||
Interest rate swap derivative | $ | (1,704 | ) | Interest expense — net | $ | (14,808 | ) | Interest expense — net | $ | (215 | ) | ||||||||||
GOODWILL_AND_OTHER_INTANGIBLES1
GOODWILL AND OTHER INTANGIBLES (Tables) | 9 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Schedule of Goodwill and Other Intangibles, Net | ' | ||||||||
Goodwill and other intangibles, net, consisted of the following (in thousands): | |||||||||
September 28, | December 29, | ||||||||
2013 | 2012 | ||||||||
Goodwill | $ | 3,835,477 | $ | 3,833,301 | |||||
Other intangibles: | |||||||||
Customer relationships — amortizable: | |||||||||
Gross carrying amount | $ | 1,365,731 | $ | 1,366,056 | |||||
Accumulated amortization | (839,936 | ) | (729,403 | ) | |||||
Net carrying value | 525,795 | 636,653 | |||||||
Brand names and trademarks — not amortizing | 252,800 | 252,800 | |||||||
Total other intangibles — net | $ | 778,595 | $ | 889,453 | |||||
ASSETS_HELD_FOR_SALE_Tables
ASSETS HELD FOR SALE (Tables) | 9 Months Ended | ||||
Sep. 28, 2013 | |||||
Text Block [Abstract] | ' | ||||
Schedule of Change in Assets Held for Sale | ' | ||||
The change in Assets Held for Sale for the 39-weeks ended September 28, 2013 is as follows (in thousands): | |||||
Balance at beginning of period | $ | 23,193 | |||
Assets sold | (9,971 | ) | |||
Tangible asset impairment charges | (1,860 | ) | |||
Balance at end of the period | $ | 11,362 | |||
DEBT_Tables
DEBT (Tables) | 9 Months Ended | ||||||||||||||
Sep. 28, 2013 | |||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||
Components of Debt | ' | ||||||||||||||
The Company’s debt at September 28, 2013 and December 29, 2012 is comprised of the following (dollars in thousands): | |||||||||||||||
Interest Rate | |||||||||||||||
at | |||||||||||||||
Contractual | September 28, | September 28, | December 29, | ||||||||||||
Debt Description | Maturity | 2013 | 2013 | 2012 | |||||||||||
ABL Facility | May 11, 2016 | 3.78 | % | $ | 100,000 | $ | 170,000 | ||||||||
2012 ABS Facility | August 27, 2015 | 1.47 | 686,000 | 686,000 | |||||||||||
Amended 2011 Term Loan | 31-Mar-19 | 4.5 | 2,100,000 | — | |||||||||||
2011 Term Loan | — | — | — | 418,625 | |||||||||||
Amended 2007 Term Loan | — | — | — | 1,684,086 | |||||||||||
CMBS Fixed Facility | August 1, 2017 | 6.38 | 472,391 | 472,391 | |||||||||||
Cash Flow Revolver | 3-Jul-13 | — | — | — | |||||||||||
Senior Notes | 30-Jun-19 | 8.5 | 1,350,000 | 975,000 | |||||||||||
Senior Subordinated Notes | — | — | — | 355,166 | |||||||||||
Obligations under capital leases | 2019-2025 | 4.48–5.94 | 96,680 | 31,075 | |||||||||||
Other debt | 2018-2031 | 5.75–9.00 | 12,437 | 12,966 | |||||||||||
Total debt | 4,817,508 | 4,805,309 | |||||||||||||
Add unamortized premium | 19,144 | 8,516 | |||||||||||||
Less current portion of long-term debt | (32,329 | ) | (48,926 | ) | |||||||||||
Long-term debt | $ | 4,804,323 | $ | 4,764,899 | |||||||||||
RESTRUCTURING_AND_TANGIBLE_ASS1
RESTRUCTURING AND TANGIBLE ASSET IMPAIRMENT CHARGES (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Restructuring And Related Activities [Abstract] | ' | ||||||||||||||||
Summary of Restructuring Charges | ' | ||||||||||||||||
A summary of the restructuring charges during the 13-weeks and 39-weeks ended September 28, 2013 and September 29, 2012 is as follows (in thousands): | |||||||||||||||||
13-Weeks Ended | 39-Weeks Ended | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Severance and related costs | $ | 1,176 | $ | 296 | $ | 3,335 | $ | 3,647 | |||||||||
Facility closing costs | 306 | — | (145 | ) | — | ||||||||||||
Tangible asset impairment charges | — | — | 1,860 | 5,040 | |||||||||||||
Total | $ | 1,482 | $ | 296 | $ | 5,050 | $ | 8,687 | |||||||||
Summary of Changes in Restructuring Liabilities | ' | ||||||||||||||||
The following table summarizes the changes in the restructuring liabilities for the 39-weeks ended September 28, 2013 (in thousands): | |||||||||||||||||
Severance | Facility | ||||||||||||||||
and Related | Closing | ||||||||||||||||
Costs | Costs | Total | |||||||||||||||
Balance at December 29, 2012 | $ | 74,121 | $ | 3,177 | $ | 77,298 | |||||||||||
Current period charges | 3,343 | 485 | 3,828 | ||||||||||||||
Change in estimate | (8 | ) | (630 | ) | (638 | ) | |||||||||||
Payments and usage — net of accretion | (9,366 | ) | (746 | ) | (10,112 | ) | |||||||||||
Balance at September 28, 2013 | $ | 68,090 | $ | 2,286 | $ | 70,376 | |||||||||||
RETIREMENT_PLANS_Tables
RETIREMENT PLANS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Compensation And Retirement Disclosure [Abstract] | ' | ||||||||||||||||
Components of Net Pension and Other Post Retirement Benefit Costs | ' | ||||||||||||||||
The components of net pension and other post retirement benefit costs for Company sponsored defined benefit plans for the periods presented are as follows (in thousands): | |||||||||||||||||
13-Weeks Ended | |||||||||||||||||
Pension Benefits | Other Postretirement Plans | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Service cost | $ | 8,357 | $ | 6,512 | $ | 39 | $ | 35 | |||||||||
Interest cost | 8,485 | 9,909 | 107 | 128 | |||||||||||||
Expected return on plan assets | (10,538 | ) | (10,558 | ) | — | — | |||||||||||
Amortization of prior service cost | 50 | 26 | — | — | |||||||||||||
Amortization of net loss | 3,387 | 4,051 | 27 | 8 | |||||||||||||
Net periodic benefit costs | $ | 9,741 | $ | 9,940 | $ | 173 | $ | 171 | |||||||||
39-Weeks Ended | |||||||||||||||||
Pension Benefits | Other Postretirement Plans | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Service cost | $ | 24,417 | $ | 19,364 | $ | 116 | $ | 106 | |||||||||
Interest cost | 25,221 | 28,802 | 323 | 384 | |||||||||||||
Expected return on plan assets | (31,501 | ) | (31,216 | ) | — | — | |||||||||||
Amortization of prior service cost | 149 | 77 | — | — | |||||||||||||
Amortization of net loss | 9,902 | 10,930 | 83 | 25 | |||||||||||||
Net periodic benefit costs | $ | 28,188 | $ | 27,957 | $ | 522 | $ | 515 | |||||||||
RECLASSIFICATIONS_OUT_OF_ACCUM1
RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
Schedule of Reclassification Out of Accumulated Other Comprehensive Loss | ' | ||||||||||||||||
The following table presents amounts reclassified out of accumulated other comprehensive loss by component for the periods presented as follows (in thousands): | |||||||||||||||||
13-Weeks Ended | 39-Weeks Ended | ||||||||||||||||
Accumulated Other Comprehensive Loss | September 28, | September 29, | September 28, | September 29, | |||||||||||||
Components | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Defined benefit retirement plans: | |||||||||||||||||
Balance at beginning of period (1) | $ | (118,125 | ) | $ | (107,260 | ) | $ | (125,642 | ) | $ | (111,482 | ) | |||||
Other comprehensive income before reclassifications | — | — | — | — | |||||||||||||
Amortization of prior service cost (2) | 50 | 26 | 149 | 77 | |||||||||||||
Amortization of net loss (2) | 3,414 | 4,058 | 9,985 | 10,953 | |||||||||||||
Total before income tax (3) | 3,464 | 4,084 | 10,134 | 11,030 | |||||||||||||
Income tax (provision) benefit | (19 | ) | (1,600 | ) | 828 | (4,324 | ) | ||||||||||
Current period comprehensive income, net of tax | 3,445 | 2,484 | 10,962 | 6,706 | |||||||||||||
Balance at end of period (1) | $ | (114,680 | ) | $ | (104,776 | ) | $ | (114,680 | ) | $ | (104,776 | ) | |||||
Interest rate swap derivative cash flow hedge (4): | |||||||||||||||||
Balance at beginning of period (1) | $ | — | $ | (8,994 | ) | $ | (542 | ) | $ | (18,112 | ) | ||||||
Other comprehensive income before reclassifications | — | (1,125 | ) | (653 | ) | (2,798 | ) | ||||||||||
Amounts reclassified from other comprehensive income (5) | — | 7,670 | 2,042 | 24,315 | |||||||||||||
Total before income tax | — | 6,545 | 1,389 | 21,517 | |||||||||||||
Income tax provision | — | (2,559 | ) | (847 | ) | (8,413 | ) | ||||||||||
Current period comprehensive income, net of tax | — | 3,986 | 542 | 13,104 | |||||||||||||
Balance at end of period (1) | $ | — | $ | (5,008 | ) | $ | — | $ | (5,008 | ) | |||||||
Accumulated Other Comprehensive Loss end of period (1) | $ | (114,680 | ) | $ | (109,784 | ) | $ | (114,680 | ) | $ | (109,784 | ) | |||||
-1 | Amounts are presented net of tax. | ||||||||||||||||
-2 | Included in the computation of net periodic benefit costs. See Note — 12 Retirement Plans for additional information. | ||||||||||||||||
-3 | Included in Distribution, selling and administration expenses in the Consolidated Statements of Comprehensive Income (Loss). | ||||||||||||||||
-4 | The interest rate swap derivative expired in January 2013. | ||||||||||||||||
-5 | Included in Interest Expense-Net in the Consolidated Statements of Comprehensive Income (Loss). |
GUARANTOR_AND_NONGUARANTOR_CON1
GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | ' | ||||||||||||||||||||
Schedule of Condensed Consolidating Balance Sheet | ' | ||||||||||||||||||||
Condensed Consolidating Balance Sheet (Unaudited) | |||||||||||||||||||||
September 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Accounts receivable—net | $ | 303,163 | $ | 31,630 | $ | 961,198 | $ | — | $ | 1,295,991 | |||||||||||
Inventories | 1,117,435 | 51,102 | — | — | 1,168,537 | ||||||||||||||||
Other current assets | 310,450 | 6,975 | 81,418 | — | 398,843 | ||||||||||||||||
Property and equipment | 871,661 | 84,042 | 772,821 | — | 1,728,524 | ||||||||||||||||
Goodwill | 3,835,477 | — | — | — | 3,835,477 | ||||||||||||||||
Other intangibles | 778,595 | — | — | — | 778,595 | ||||||||||||||||
Investments in subsidiaries | 1,356,508 | — | — | (1,356,508 | ) | — | |||||||||||||||
Intercompany receivables | — | 608,849 | — | (608,849 | ) | — | |||||||||||||||
Other assets | 53,328 | 17 | 33,312 | (23,200 | ) | 63,457 | |||||||||||||||
Total assets | $ | 8,626,617 | $ | 782,615 | $ | 1,848,749 | $ | (1,988,557 | ) | $ | 9,269,424 | ||||||||||
Accounts payable | $ | 1,229,109 | $ | 38,344 | $ | — | $ | — | $ | 1,267,453 | |||||||||||
Other current liabilities | 583,619 | 15,260 | 3,878 | — | 602,757 | ||||||||||||||||
Long-term debt | 3,630,396 | 15,536 | 1,158,391 | — | 4,804,323 | ||||||||||||||||
Intercompany payables | 571,173 | — | 37,676 | (608,849 | ) | — | |||||||||||||||
Other liabilities | 838,691 | — | 5,771 | (23,200 | ) | 821,262 | |||||||||||||||
Shareholder’s equity | 1,773,629 | 713,475 | 643,033 | (1,356,508 | ) | 1,773,629 | |||||||||||||||
Total liabilities and shareholder’s equity | $ | 8,626,617 | $ | 782,615 | $ | 1,848,749 | $ | (1,988,557 | ) | $ | 9,269,424 | ||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||||||
December 29, 2012 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Accounts receivable—net | $ | 283,325 | $ | 31,303 | $ | 901,984 | $ | — | $ | 1,216,612 | |||||||||||
Inventories | 1,041,628 | 50,864 | — | — | 1,092,492 | ||||||||||||||||
Other current assets | 357,830 | 5,937 | 87,635 | — | 451,402 | ||||||||||||||||
Property and equipment | 834,116 | 85,486 | 786,786 | — | 1,706,388 | ||||||||||||||||
Goodwill | 3,833,301 | — | — | — | 3,833,301 | ||||||||||||||||
Other intangibles | 889,453 | — | — | — | 889,453 | ||||||||||||||||
Investments in subsidiaries | 1,319,079 | — | — | (1,319,079 | ) | — | |||||||||||||||
Intercompany receivables | — | 573,654 | — | (573,654 | ) | — | |||||||||||||||
Other assets | 61,977 | 17 | 34,964 | (23,200 | ) | 73,758 | |||||||||||||||
Total assets | $ | 8,620,709 | $ | 747,261 | $ | 1,811,369 | $ | (1,915,933 | ) | $ | 9,263,406 | ||||||||||
Accounts payable | $ | 1,204,529 | $ | 35,113 | $ | 148 | $ | — | $ | 1,239,790 | |||||||||||
Other current liabilities | 561,032 | 12,334 | 25,657 | — | 599,023 | ||||||||||||||||
Long-term debt | 3,628,391 | — | 1,136,508 | — | 4,764,899 | ||||||||||||||||
Intercompany payables | 549,633 | — | 24,021 | (573,654 | ) | — | |||||||||||||||
Other liabilities | 862,568 | — | 5,770 | (23,200 | ) | 845,138 | |||||||||||||||
Shareholder’s equity | 1,814,556 | 699,814 | 619,265 | (1,319,079 | ) | 1,814,556 | |||||||||||||||
Total liabilities and shareholder’s equity | $ | 8,620,709 | $ | 747,261 | $ | 1,811,369 | $ | (1,915,933 | ) | $ | 9,263,406 | ||||||||||
Schedule of Condensed Consolidating Statement of Comprehensive Income (Loss) | ' | ||||||||||||||||||||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | |||||||||||||||||||||
13-Weeks Ended September 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 5,546,482 | $ | 140,230 | $ | 23,176 | $ | (23,176 | ) | $ | 5,686,712 | ||||||||||
Cost of goods sold | 4,605,544 | 110,709 | — | — | 4,716,253 | ||||||||||||||||
Gross profit | 940,938 | 29,521 | 23,176 | (23,176 | ) | 970,459 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and admininstrative | 868,576 | 23,646 | 15,420 | (27,524 | ) | 880,118 | |||||||||||||||
Restructuring and tangible asset impairment charges | 1,482 | — | — | — | 1,482 | ||||||||||||||||
Total operating expenses | 870,058 | 23,646 | 15,420 | (27,524 | ) | 881,600 | |||||||||||||||
Operating income | 70,880 | 5,875 | 7,756 | 4,348 | 88,859 | ||||||||||||||||
Interest expense—net | 61,561 | 199 | 11,018 | — | 72,778 | ||||||||||||||||
Other expense (income)—net | 26,867 | (4,348 | ) | (26,867 | ) | 4,348 | — | ||||||||||||||
(Loss) income before income taxes | (17,548 | ) | 10,024 | 23,605 | — | 16,081 | |||||||||||||||
Income tax benefit (provision) | 14,108 | — | (7,750 | ) | — | 6,358 | |||||||||||||||
Equity in earnings of subsidiaries | 25,879 | — | — | (25,879 | ) | — | |||||||||||||||
Net income | 22,439 | 10,024 | 15,855 | (25,879 | ) | 22,439 | |||||||||||||||
Other comprehensive income | 3,445 | — | — | — | 3,445 | ||||||||||||||||
Comprehensive income | $ | 25,884 | $ | 10,024 | $ | 15,855 | $ | (25,879 | ) | $ | 25,884 | ||||||||||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | |||||||||||||||||||||
13-Weeks Ended September 29, 2012 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 5,364,479 | $ | 143,052 | $ | 23,819 | $ | (23,819 | ) | $ | 5,507,531 | ||||||||||
Cost of goods sold | 4,466,196 | 115,888 | — | — | 4,582,084 | ||||||||||||||||
Gross profit | 898,283 | 27,164 | 23,819 | (23,819 | ) | 925,447 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and admininstrative | 836,211 | 24,086 | 15,275 | (28,237 | ) | 847,335 | |||||||||||||||
Restructuring and tangible asset impairment charges | 296 | — | — | — | 296 | ||||||||||||||||
Total operating expenses | 836,507 | 24,086 | 15,275 | (28,237 | ) | 847,631 | |||||||||||||||
Operating income | 61,776 | 3,078 | 8,544 | 4,418 | 77,816 | ||||||||||||||||
Interest expense—net | 70,051 | 1 | 10,807 | — | 80,859 | ||||||||||||||||
Loss on extinguishment of debt | — | — | 796 | — | 796 | ||||||||||||||||
Other expense (income)—net | 25,829 | (4,419 | ) | (25,828 | ) | 4,418 | — | ||||||||||||||
(Loss) income before income taxes | (34,104 | ) | 7,496 | 22,769 | — | (3,839 | ) | ||||||||||||||
Income tax benefit (provision) | 8,633 | — | (7,349 | ) | — | 1,284 | |||||||||||||||
Equity in earnings of subsidiaries | 22,916 | — | — | (22,916 | ) | — | |||||||||||||||
Net (loss) income | (2,555 | ) | 7,496 | 15,420 | (22,916 | ) | (2,555 | ) | |||||||||||||
Other comprehensive income | 6,470 | — | — | — | 6,470 | ||||||||||||||||
Comprehensive income | $ | 3,915 | $ | 7,496 | $ | 15,420 | $ | (22,916 | ) | $ | 3,915 | ||||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) (Unaudited) | |||||||||||||||||||||
39-Weeks Ended September 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 16,326,932 | $ | 423,450 | $ | 70,194 | $ | (70,194 | ) | $ | 16,750,382 | ||||||||||
Cost of goods sold | 13,562,912 | 336,057 | — | — | 13,898,969 | ||||||||||||||||
Gross profit | 2,764,020 | 87,393 | 70,194 | (70,194 | ) | 2,851,413 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and admininstrative | 2,602,661 | 69,907 | 44,970 | (83,603 | ) | 2,633,935 | |||||||||||||||
Restructuring and tangible asset impairment charges | 3,660 | — | 1,390 | — | 5,050 | ||||||||||||||||
Total operating expenses | 2,606,321 | 69,907 | 46,360 | (83,603 | ) | 2,638,985 | |||||||||||||||
Operating income | 157,699 | 17,486 | 23,834 | 13,409 | 212,428 | ||||||||||||||||
Interest expense—net | 199,200 | 501 | 33,425 | — | 233,126 | ||||||||||||||||
Loss on extinguishment of debt | 41,796 | — | — | — | 41,796 | ||||||||||||||||
Other expense (income)—net | 81,715 | (13,409 | ) | (81,715 | ) | 13,409 | — | ||||||||||||||
(Loss) income before income taxes | (165,012 | ) | 30,394 | 72,124 | — | (62,494 | ) | ||||||||||||||
Income tax benefit (provision) | 29,769 | — | (23,536 | ) | — | 6,233 | |||||||||||||||
Equity in earnings of subsidiaries | 78,982 | — | — | (78,982 | ) | — | |||||||||||||||
Net (loss) income | (56,261 | ) | 30,394 | 48,588 | (78,982 | ) | (56,261 | ) | |||||||||||||
Other comprehensive income | 11,504 | — | — | — | 11,504 | ||||||||||||||||
Comprehensive (loss) income | $ | (44,757 | ) | $ | 30,394 | $ | 48,588 | $ | (78,982 | ) | $ | (44,757 | ) | ||||||||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | |||||||||||||||||||||
39-Weeks Ended September 29, 2012 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 15,793,916 | $ | 436,332 | $ | 71,312 | $ | (71,312 | ) | $ | 16,230,248 | ||||||||||
Cost of goods sold | 13,130,657 | 354,306 | — | — | 13,484,963 | ||||||||||||||||
Gross profit | 2,663,259 | 82,026 | 71,312 | (71,312 | ) | 2,745,285 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and admininstrative | 2,466,396 | 71,419 | 45,313 | (83,776 | ) | 2,499,352 | |||||||||||||||
Restructuring and tangible asset impairment charges | 8,687 | — | — | — | 8,687 | ||||||||||||||||
Total operating expenses | 2,475,083 | 71,419 | 45,313 | (83,776 | ) | 2,508,039 | |||||||||||||||
Operating income | 188,176 | 10,607 | 25,999 | 12,464 | 237,246 | ||||||||||||||||
Interest expense—net | 193,097 | 20 | 34,179 | — | 227,296 | ||||||||||||||||
Loss on extinguishment of debt | 9,600 | — | 796 | — | 10,396 | ||||||||||||||||
Other expense (income)—net | 73,184 | (12,465 | ) | (73,183 | ) | 12,464 | — | ||||||||||||||
(Loss) income before income taxes | (87,705 | ) | 23,052 | 64,207 | — | (446 | ) | ||||||||||||||
Income tax benefit (provision) | 21,165 | — | (21,061 | ) | — | 104 | |||||||||||||||
Equity in earnings of subsidiaries | 66,198 | — | — | (66,198 | ) | — | |||||||||||||||
Net (loss) income | (342 | ) | 23,052 | 43,146 | (66,198 | ) | (342 | ) | |||||||||||||
Other comprehensive income | 19,810 | — | — | — | 19,810 | ||||||||||||||||
Comprehensive income | $ | 19,468 | $ | 23,052 | $ | 43,146 | $ | (66,198 | ) | $ | 19,468 | ||||||||||
Schedule of Condensed Consolidating Statement of Cash Flows | ' | ||||||||||||||||||||
Condensed Consolidating Statement of Cash Flows (Unaudited) | |||||||||||||||||||||
39-Weeks Ended September 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 88,417 | $ | 5,958 | $ | 19,976 | $ | 114,351 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Proceeds from sales of property and equipment | 6,033 | — | 6,987 | 13,020 | |||||||||||||||||
Purchases of property and equipment | (128,058 | ) | (5,089 | ) | — | (133,147 | ) | ||||||||||||||
Net cash (used in) provided by investing activities | (122,025 | ) | (5,089 | ) | 6,987 | (120,127 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt refinancing | 854,485 | — | 854,485 | ||||||||||||||||||
Proceeds from other borrowings | 1,303,000 | — | — | 1,303,000 | |||||||||||||||||
Payment for debt financing costs | (29,376 | ) | — | — | (29,376 | ) | |||||||||||||||
Principal payments on debt and capital leases | (1,846,286 | ) | (1,391 | ) | — | (1,847,677 | ) | ||||||||||||||
Repurchase of senior subordinated notes | (375,144 | ) | — | — | (375,144 | ) | |||||||||||||||
Capital contributions (distributions) | 26,963 | — | (26,963 | ) | — | ||||||||||||||||
Proceeds from parent company common stock sales | 475 | — | — | 475 | |||||||||||||||||
Parent company common stock repurchased | (5,250 | ) | — | — | (5,250 | ) | |||||||||||||||
Net cash used in financing activities | (71,133 | ) | (1,391 | ) | (26,963 | ) | (99,487 | ) | |||||||||||||
Net decrease in cash and cash equivalents | (104,741 | ) | (522 | ) | — | (105,263 | ) | ||||||||||||||
Cash and cash equivalents—beginning of period | 240,902 | 1,555 | — | 242,457 | |||||||||||||||||
Cash and cash equivalents—end of period | $ | 136,161 | $ | 1,033 | $ | — | $ | 137,194 | |||||||||||||
Condensed Consolidating Statement of Cash Flows (Unaudited) | |||||||||||||||||||||
39-Weeks Ended September 29, 2012 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash (used in) provided by operating activities | $ | (32,156 | ) | $ | 22,248 | $ | 28,405 | $ | 18,497 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses | (91,777 | ) | — | — | (91,777 | ) | |||||||||||||||
Proceeds from sales of property and equipment | 2,464 | — | 7,421 | 9,885 | |||||||||||||||||
Purchases of property and equipment | (207,421 | ) | (22,003 | ) | — | (229,424 | ) | ||||||||||||||
Net cash (used in) provided by investing activities | (296,734 | ) | (22,003 | ) | 7,421 | (311,316 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt borrowings | 1,601,000 | — | — | 1,601,000 | |||||||||||||||||
Proceeds from debt refinancing | — | 686,000 | 686,000 | ||||||||||||||||||
Payment for debt financing costs | (6,175 | ) | — | (3,413 | ) | (9,588 | ) | ||||||||||||||
Principal payments on debt and capital leases | (1,170,185 | ) | — | (854,526 | ) | (2,024,711 | ) | ||||||||||||||
Capital (distributions) contributions | (136,113 | ) | — | 136,113 | — | ||||||||||||||||
Proceeds from parent company common stock sales | 761 | — | — | 761 | |||||||||||||||||
Parent company common stock repurchased | (1,500 | ) | — | — | (1,500 | ) | |||||||||||||||
Net cash provided by (used in) financing activities | 287,788 | — | (35,826 | ) | 251,962 | ||||||||||||||||
Net (decrease) increase in cash and cash equivalents | (41,102 | ) | 245 | — | (40,857 | ) | |||||||||||||||
Cash and cash equivalents—beginning of period | 201,092 | 1,599 | — | 202,691 | |||||||||||||||||
Cash and cash equivalents—end of period | $ | 159,990 | $ | 1,844 | $ | — | $ | 161,834 | |||||||||||||
BUSINESS_SEGMENT_INFORMATION_T
BUSINESS SEGMENT INFORMATION (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of Quantitative Reconciliation of Adjusted EBITDA | ' | ||||||||||||||||
The following is a quantitative reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is Net Income (Loss) for the periods indicated (in thousands): | |||||||||||||||||
13-Weeks Ended | 39-Weeks Ended | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Adjusted EBITDA | $ | 216,619 | $ | 208,173 | $ | 599,201 | $ | 613,498 | |||||||||
Adjustments: | |||||||||||||||||
Sponsor fees (1) | (2,606 | ) | (2,495 | ) | (7,771 | ) | (7,665 | ) | |||||||||
Restructuring and tangible asset impairment charges (2) | (1,482 | ) | (296 | ) | (5,050 | ) | (8,687 | ) | |||||||||
Share-based compensation expense (3) | (3,887 | ) | 38 | (9,784 | ) | (3,166 | ) | ||||||||||
LIFO reserve change (4) | 837 | (15,313 | ) | (6,526 | ) | (18,835 | ) | ||||||||||
Loss on extinguishment of debt (5) | — | (796 | ) | (41,796 | ) | (10,396 | ) | ||||||||||
Business transformation costs (6) | (15,156 | ) | (16,243 | ) | (43,700 | ) | (56,717 | ) | |||||||||
Other (7) | (9,211 | ) | (5,889 | ) | (26,675 | ) | (19,252 | ) | |||||||||
EBITDA | 185,114 | 167,179 | 457,899 | 488,780 | |||||||||||||
Interest expense, net | (72,778 | ) | (80,859 | ) | (233,126 | ) | (227,296 | ) | |||||||||
Income tax benefit | 6,358 | 1,284 | 6,233 | 104 | |||||||||||||
Depreciation and amortization expense | (96,255 | ) | (90,159 | ) | (287,267 | ) | (261,930 | ) | |||||||||
Net Income (Loss) | $ | 22,439 | $ | (2,555 | ) | $ | (56,261 | ) | $ | (342 | ) | ||||||
-1 | Consists of management fees paid to the Sponsors. | ||||||||||||||||
-2 | Restructuring and tangible asset impairment charges primarily consist of facility closing, severance and related costs and tangible asset impairment charges. | ||||||||||||||||
-3 | Share-based compensation expense represents costs recorded for USF Holding Corp. share option awards and restricted shares and restricted stock units granted. | ||||||||||||||||
-4 | Consists of changes in the LIFO reserve. | ||||||||||||||||
-5 | The 2013 loss on extinguishment of debt consists of a write-off of unamortized debt issuance costs, as well as loan fees and third party costs related to the Amended 2011 Term Loan, and an early redemption premium and a write-off of unamortized debt issuance costs related to the Senior Subordinated Notes redemption. The third quarter 2012 loss on extinguishment of debt consists of certain third party costs related to the 2012 ABS Facility and a write-off of unamortized debt issuance costs related to the previous ABS Facility. In the second quarter 2012, we recorded a loss on extinguishment of debt consisting of fees paid to debt holders and the write-off of unamortized debt issuance costs related to the amendment of the 2007 Term Loan. | ||||||||||||||||
-6 | Consists primarily of costs related to functionalization and significant process and systems redesign. | ||||||||||||||||
-7 | Other includes gains, losses or charges as specified under the Company’s debt agreements. |
Recovered_Sheet1
Overview and Basis of Presentation - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | ||
Jun. 06, 2013 | Sep. 28, 2013 | 2-May-13 | Jul. 03, 2007 | |
Basis Of Presentation [Line Items] | ' | ' | ' | ' |
Percentage of ownership | ' | 100.00% | ' | ' |
Date of Acquisition | ' | 3-Jul-07 | ' | ' |
Acquisition price | ' | ' | ' | $7,200,000,000 |
Aggregate principal amount of Senior Notes exchanged | ' | ' | 1,324,000,000 | ' |
Resale of Senior notes principal | 26,000,000 | ' | ' | ' |
Third party costs incurred | ' | 2,000,000 | ' | ' |
8.5% Senior Notes due 2019 [Member] | ' | ' | ' | ' |
Basis Of Presentation [Line Items] | ' | ' | ' | ' |
Aggregate principal amount of Senior Notes exchanged | ' | ' | $1,350,000,000 | ' |
Debt interest rate | ' | ' | 8.50% | ' |
Recovered_Sheet2
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 | |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Inventory reserves on LIFO | $143,000,000 | ' | $143,000,000 | ' | $136,000,000 |
Effect of LIFO reserves on cost of goods sold | -1,000,000 | 15,000,000 | 7,000,000 | 19,000,000 | ' |
Property and equipment | 1,045,000,000 | ' | 1,045,000,000 | ' | 890,000,000 |
Depreciation expense | 59,000,000 | 55,000,000 | 176,000,000 | 160,000,000 | ' |
Cash payments for business acquisitions | ' | ' | ' | 91,777,000 | ' |
Contingent consideration in the event of certain operating results are achieved, period | '2 years | ' | '2 years | ' | ' |
Accrued contingent consideration relating to acquisitions | $6,000,000 | $6,000,000 | $6,000,000 | $6,000,000 | ' |
Minimum [Member] | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Estimated useful lives of assets | ' | ' | '3 years | ' | ' |
Maximum [Member] | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Estimated useful lives of assets | ' | ' | '40 years | ' | ' |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Detail) (USD $) | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | Recurring fair value measurements [Member] | Recurring fair value measurements [Member] | Nonrecurring fair value measurements [Member] | Nonrecurring fair value measurements [Member] | Level 1 [Member] | Level 1 [Member] | Level 1 [Member] | Level 1 [Member] | Level 2 [Member] | Level 2 [Member] | Level 2 [Member] | Level 2 [Member] | Level 3 [Member] | Level 3 [Member] | Level 3 [Member] | Level 3 [Member] | ||
Recurring fair value measurements [Member] | Recurring fair value measurements [Member] | Nonrecurring fair value measurements [Member] | Nonrecurring fair value measurements [Member] | Recurring fair value measurements [Member] | Recurring fair value measurements [Member] | Nonrecurring fair value measurements [Member] | Nonrecurring fair value measurements [Member] | Recurring fair value measurements [Member] | Recurring fair value measurements [Member] | Nonrecurring fair value measurements [Member] | Nonrecurring fair value measurements [Member] | |||||||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets held for sale | ' | ' | ' | ' | $10,930 | $23,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,930 | $23,400 |
Money market funds | ' | ' | 15,800 | ' | ' | ' | 15,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate swap derivative liability | ' | ' | ' | -2,034 | ' | ' | ' | ' | ' | ' | ' | -2,034 | ' | ' | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' | ' | 3,361 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,361 |
Contingent consideration payable for business acquisitions | 6,000 | 6,000 | ' | ' | ' | 5,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,500 |
Balance | ' | ' | $15,800 | ($2,034) | $10,930 | $32,261 | $15,800 | ' | ' | ' | ' | ($2,034) | ' | ' | ' | ' | $10,930 | $32,261 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||||
Sep. 28, 2013 | Mar. 30, 2013 | Sep. 29, 2012 | Jun. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 | |
Swap | |||||||
Derivative Instruments [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Number of interest rate swaps | ' | ' | ' | ' | 3 | ' | ' |
Reclassified from accumulated other comprehensive loss | ' | ' | ' | ' | $1,000,000 | ' | ' |
Interest income related to interest rate swaps derivatives | ' | ' | ' | ' | 1,000,000 | ' | ' |
Tangible asset impairment charges | ' | 2,000,000 | ' | 5,000,000 | 1,860,000 | 5,040,000 | ' |
Total debt fair value debt | 4,900,000,000 | ' | ' | ' | 4,900,000,000 | ' | 4,900,000,000 |
Aggregate carrying value of debt | 4,800,000,000 | ' | ' | ' | 4,800,000,000 | ' | 4,800,000,000 |
Property, Plant and Equipment [Member] | ' | ' | ' | ' | ' | ' | ' |
Derivative Instruments [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Tangible asset impairment charges | ' | ' | ' | ' | ' | ' | ' |
Money Market Funds [Member] | ' | ' | ' | ' | ' | ' | ' |
Derivative Instruments [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Money market fund maturity period | ' | ' | ' | ' | 'Three months or less | ' | ' |
Level 2 [Member] | ' | ' | ' | ' | ' | ' | ' |
Derivative Instruments [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Fair value of interest rate swap derivative financial instruments | ' | ' | ' | ' | ' | ' | 2,000,000 |
Level 2 [Member] | 8.5 % Senior Notes [Member] | ' | ' | ' | ' | ' | ' | ' |
Derivative Instruments [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Fair value of 8.5% senior notes | $1,400,000,000 | ' | ' | ' | $1,400,000,000 | ' | ' |
Interest Rate | 8.50% | ' | ' | ' | 8.50% | ' | ' |
Fair_Value_Measurements_Effect
Fair Value Measurements - Effect of Interest Rate Swap Derivative Financial Instruments in Other Comprehensive Loss (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Derivative Instruments [Line Items] | ' | ' | ' |
Amount of Loss Recognized in Other Comprehensive Loss on Derivative (Effective Portion), net of tax | $3,986 | $542 | $13,104 |
Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income (Effective portion), net of tax | ' | 1,000 | ' |
Amount of Income (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | ' | 1,000 | ' |
Interest expense - net [Member] | Interest rate swap derivative [Member] | ' | ' | ' |
Derivative Instruments [Line Items] | ' | ' | ' |
Amount of Loss Recognized in Other Comprehensive Loss on Derivative (Effective Portion), net of tax | -685 | -255 | -1,704 |
Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income (Effective portion), net of tax | -4,671 | -797 | -14,808 |
Amount of Income (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | $720 | $645 | ($215) |
Recovered_Sheet3
Accounts Receivable Financing Program - Additional Information (Detail) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Millions, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Percentage of ownership | 100.00% | ' |
2012 ABS Facility [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Percentage of ownership | 100.00% | ' |
Maximum capacity | $800 | ' |
Borrowings | 686 | 686 |
Accounts receivable | $977 | $918 |
Restricted_Cash_Additional_Inf
Restricted Cash - Additional Information (Detail) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Millions, unless otherwise specified | ||
Cash And Cash Equivalents [Abstract] | ' | ' |
Restricted cash | $7 | $7 |
Recovered_Sheet4
Goodwill and Other Intangibles - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Other Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortization expense | $37 | $35 | $111 | $102 |
Customer relationships [Member] | Minimum [Member] | ' | ' | ' | ' |
Other Intangible Assets [Line Items] | ' | ' | ' | ' |
Estimated useful lives of intangible assets | '4 years | ' | ' | ' |
Customer relationships [Member] | Maximum [Member] | ' | ' | ' | ' |
Other Intangible Assets [Line Items] | ' | ' | ' | ' |
Estimated useful lives of intangible assets | '10 years | ' | ' | ' |
Recovered_Sheet5
Goodwill and Other Intangibles - Schedule of Goodwill and Other Intangibles, Net (Detail) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Other Intangible Assets [Line Items] | ' | ' |
GOODWILL | $3,835,477 | $3,833,301 |
Total other intangibles - net | 778,595 | 889,453 |
Brand names and trademarks [Member] | ' | ' |
Other Intangible Assets [Line Items] | ' | ' |
Brand names and trademarks - not amortizing | 252,800 | 252,800 |
Customer relationships [Member] | ' | ' |
Other Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 1,365,731 | 1,366,056 |
Accumulated amortization | -839,936 | -729,403 |
Net carrying value | $525,795 | $636,653 |
Assets_Held_for_Sale_Additiona
Assets Held for Sale - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||||
Sep. 28, 2013 | Mar. 30, 2013 | Sep. 29, 2012 | Jun. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 | |
Facility | Facility | Facility | Facility | ||||
Property Plant And Equipment Useful Life And Values [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Assets Held for Sale for more than one year | $6,000,000 | ' | ' | ' | $6,000,000 | ' | $12,000,000 |
Assets Held for Sale, net proceeds | 10,000,000 | ' | 8,000,000 | ' | 10,000,000 | 8,000,000 | ' |
Number of facilities sold | 3 | ' | 3 | ' | 3 | 3 | ' |
Tangible asset impairment charges | ' | 2,000,000 | ' | 5,000,000 | 1,860,000 | 5,040,000 | ' |
Net gain on sale of assets held for sale | ' | ' | ' | ' | ' | $1,000,000 | ' |
Asset_Held_for_Sale_Schedule_o
Asset Held for Sale - Schedule of Change in Assets Held for Sale (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Mar. 30, 2013 | Sep. 29, 2012 | Jun. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Property Plant And Equipment Useful Life And Values [Abstract] | ' | ' | ' | ' | ' | ' |
Balance at beginning of period | ' | $23,193 | ' | ' | $23,193 | ' |
Assets sold | ' | ' | ' | ' | -9,971 | ' |
Tangible asset impairment charges | ' | -2,000 | ' | -5,000 | -1,860 | -5,040 |
Balance at end of the period | $11,362 | ' | ' | ' | $11,362 | ' |
Debt_Components_of_Debt_Detail
Debt - Components of Debt (Detail) (USD $) | 1 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Jan. 16, 2013 | Sep. 28, 2013 | Dec. 29, 2012 |
Debt Instrument [Line Items] | ' | ' | ' |
Total debt | ' | $4,817,508 | $4,805,309 |
Add unamortized premium | ' | 19,144 | 8,516 |
Less current portion of long-term debt | ' | -32,329 | -48,926 |
LONG-TERM DEBT | ' | 4,804,323 | 4,764,899 |
ABL Facility [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Contractual Maturity | ' | 11-May-16 | ' |
Interest Rate | ' | 3.78% | ' |
Total debt | ' | 100,000 | 170,000 |
2012 ABS Facility [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Contractual Maturity | ' | 27-Aug-15 | ' |
Interest Rate | ' | 1.47% | ' |
Total debt | ' | 686,000 | 686,000 |
Amended 2011 Term Loan [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Contractual Maturity | ' | 31-Mar-19 | ' |
Interest Rate | ' | 4.50% | ' |
Total debt | ' | 2,100,000 | ' |
2011 Term Loan [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Interest Rate | ' | ' | ' |
Total debt | ' | 2,100,000 | 418,625 |
CMBS Fixed Facility [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Contractual Maturity | ' | 1-Aug-17 | ' |
Interest Rate | ' | 6.38% | ' |
Total debt | ' | 472,391 | 472,391 |
Cash Flow Revolver [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Contractual Maturity | ' | 3-Jul-13 | ' |
Interest Rate | ' | ' | ' |
8.5 % Senior Notes [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Contractual Maturity | 30-Jun-19 | 30-Jun-19 | ' |
Interest Rate | 8.50% | 8.50% | ' |
Total debt | ' | 1,350,000 | 975,000 |
Senior Subordinated Notes [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Contractual Maturity | 30-Jun-17 | ' | ' |
Interest Rate | 11.25% | ' | ' |
Total debt | ' | ' | 355,166 |
Obligations under capital leases [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total debt | ' | 96,680 | 31,075 |
Other debt [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total debt | ' | 12,437 | 12,966 |
Minimum [Member] | Obligations under capital leases [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Contractual Maturity | ' | '2019 | ' |
Interest Rate | ' | 4.48% | ' |
Minimum [Member] | Other debt [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Contractual Maturity | ' | '2018 | ' |
Interest Rate | ' | 5.75% | ' |
Maximum [Member] | Obligations under capital leases [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Contractual Maturity | ' | '2025 | ' |
Interest Rate | ' | 5.94% | ' |
Maximum [Member] | Other debt [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Contractual Maturity | ' | '2031 | ' |
Interest Rate | ' | 9.00% | ' |
Amended 2007 Term Loan [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Interest Rate | ' | ' | ' |
Total debt | ' | ' | $1,684,086 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||||
Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 | Jan. 31, 2013 | Sep. 28, 2013 | Jun. 07, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Jun. 07, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Jun. 07, 2013 | Sep. 28, 2013 | Jun. 07, 2013 | Sep. 28, 2013 | Jun. 07, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Dec. 29, 2012 | Jun. 07, 2013 | Jun. 07, 2013 | Jun. 07, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Jan. 16, 2013 | Sep. 28, 2013 | Dec. 29, 2012 | Jan. 16, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Dec. 29, 2012 | Jan. 16, 2013 | Jan. 16, 2013 | Sep. 28, 2013 | Dec. 29, 2012 | Aug. 27, 2012 | Aug. 27, 2012 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | |
Entities affiliated with Sponsors [Member] | Amended 2007 Term Loan [Member] | Amended 2007 Term Loan [Member] | Amended 2007 Term Loan [Member] | Amended 2007 Term Loan [Member] | Amended 2011 Term Loan [Member] | Amended 2011 Term Loan [Member] | Amended 2011 Term Loan [Member] | Prime rate plus [Member] | Prime rate plus [Member] | LIBOR plus rate [Member] | LIBOR plus rate [Member] | LIBOR floor rate [Member] | LIBOR floor rate [Member] | CMBS Floating Facility [Member] | 2011 Term Loan [Member] | 2011 Term Loan [Member] | 2011 Term Loan [Member] | 2011 Term Loan [Member] | 2011 Term Loan [Member] | Commercial paper [Member] | Excluding commercial paper [Member] | 8.5 % Senior Notes [Member] | 8.5 % Senior Notes [Member] | 8.5 % Senior Notes [Member] | 8.5 % Senior Notes [Member] | Amended 2011 Term Loan [Member] | Amended 2011 Term Loan [Member] | CMBS Fixed Facility [Member] | CMBS Fixed Facility [Member] | Senior Subordinated Notes [Member] | Senior Subordinated Notes [Member] | Senior Subordinated Notes [Member] | Senior Subordinated Notes [Member] | 2012 ABS Loan Refinancing [Member] | 2012 ABS Loan Refinancing [Member] | 2012 ABS Facility [Member] | 2012 ABS Facility [Member] | ABL Facility [Member] | ABL Facility [Member] | ABL Facility [Member] | Lessors [Member] | Commercial insurers [Member] | Other obligations [Member] | Cash Flow Revolver [Member] | |||||
KKR holding [Member] | KKR holding [Member] | Property | Amended 2007 Term Loan [Member] | Minimum [Member] | Maximum [Member] | Entities affiliated with Sponsors [Member] | Entities affiliated [Member] | Property | Debt Redemption [Member] | Revolving loan facility [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total debt borrowed at fixed rate | ' | $1,932,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total debt borrowed at floating rate | ' | 2,886,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of debt | ' | ' | ' | ' | ' | 1,241,000,000 | 1,674,000,000 | ' | ' | 417,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 295,000,000 | 417,000,000 | 2,100,000,000 | ' | ' | 375,000,000 | ' | ' | ' | ' | ' | ' | ' | 355,000,000 | 355,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.50% | ' | 2.50% | 2.50% | 4.25% | 3.50% | 1.50% | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | 8.50% | 8.50% | ' | ' | 4.50% | ' | 6.38% | ' | 11.25% | 11.25% | ' | ' | ' | ' | 1.47% | ' | 3.78% | ' | ' | ' | ' | ' | ' |
Interest rate description | ' | 'The interest rate on outstanding borrowings was reduced to Prime plus 2.5% or the London InterBank Offered Rate ("LIBOR") plus 3.5%, with a LIBOR floor of 1.0% | ' | ' | ' | 'The interest rate on the extended 2007 Term Loan was increased to Prime plus 2.5% or LIBOR plus 4.25% with a LIBOR floor of 1.5%. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The lender's commercial paper rate plus any other costs associated with the issuance of commercial paper plus 1.25% | 'The London InterBank Offered Rate (bLIBORb) plus 1.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,634,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000,000 | ' | ' | ' | 1,100,000,000 | ' | ' | ' | 100,000,000 |
Purchase of additional debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | 209,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lenders purchase principal amount | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | 162,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transaction costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | 796,000 | 41,796,000 | 10,396,000 | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | 18,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,000,000 | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write Off Of Deferred Debt Issuance Cost | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan fees related to extinguishment of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional expense for debt modification | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized debt issuance cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,000,000 | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Mar-19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Jun-19 | 30-Jun-19 | ' | ' | 31-Mar-19 | ' | 1-Aug-17 | ' | 30-Jun-17 | ' | ' | ' | ' | ' | 27-Aug-15 | ' | 11-May-16 | ' | ' | ' | ' | ' | 3-Jul-13 |
Entities affiliated with KKR | ' | 2,000,000 | 500,000 | ' | ' | ' | ' | ' | 321,000,000 | ' | ' | 290,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price percentage of principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105.63% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issue price percent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 103.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds from issuance of debt | ' | 1,303,000,000 | 1,601,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 388,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on early redemption premium | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Paid fees in consideration for approval | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | 6,000,000 | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan Fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Third party transaction cost | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt holders fees | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total debt | ' | 4,817,508,000 | ' | 4,805,309,000 | ' | ' | ' | 1,684,086,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,100,000,000 | 418,625,000 | ' | ' | ' | ' | ' | ' | 1,350,000,000 | 975,000,000 | ' | 2,100,000,000 | 288,000,000 | 472,391,000 | 472,391,000 | ' | ' | ' | 355,166,000 | ' | ' | 686,000,000 | 686,000,000 | 100,000,000 | 170,000,000 | ' | ' | ' | ' | ' |
Interest rate above base rate | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' | ' | 1.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25% | ' | ' | ' | ' | ' | ' |
Percentage of unused commitment fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.35% | 0.35% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread on variable interest rate | ' | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.50% | ' | ' | ' | ' | ' | 1.25% | ' | ' | ' | ' | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.25% | ' | ' | ' | ' | ' | ' |
Outstanding borrowings as Letters of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,350,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 293,000,000 | ' | ' | 97,000,000 | 178,000,000 | 707,000,000 | ' |
Borrowing limit for interest calculation | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of letter of credit fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.25% | ' | ' | ' | ' | ' | ' |
Percentage of unused commitment fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.38% | ' | ' | ' | ' | ' | ' |
Floor interest rate on basis spread | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal repayments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties mortgaged | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Entities affiliated with KKR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $27,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Direct and indirect ownership percentage in domestic subsidiaries | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recovered_Sheet6
Restructuring and Tangible Asset Impairment Charges - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||||
Sep. 28, 2013 | Mar. 30, 2013 | Sep. 29, 2012 | Jun. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 | |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Tangible asset impairment charges | ' | $2,000,000 | ' | $5,000,000 | $1,860,000 | $5,040,000 | ' |
Severance and related costs | 1,176,000 | ' | 296,000 | ' | 3,335,000 | 3,647,000 | ' |
Multiemployer pension withdrawal liability | 1,000,000 | ' | ' | ' | 1,000,000 | ' | ' |
Restructuring and tangible asset impairment charges | ' | ' | ' | ' | ' | 9,000,000 | ' |
Restructuring liabilities | 70,376,000 | ' | ' | ' | 70,376,000 | ' | 77,298,000 |
Severance costs [Member] | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Tangible asset impairment charges | ' | ' | ' | ' | ' | 5,000,000 | ' |
Initiatives 2011 [Member] | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Severance and related costs | ' | ' | ' | ' | ' | 4,000,000 | ' |
Severance and Related Costs [Member] | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Restructuring liabilities | 68,090,000 | ' | ' | ' | 68,090,000 | ' | 74,121,000 |
Multiemployer pension withdrawal liabilities [Member] | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Restructuring liabilities | $62,000,000 | ' | ' | ' | $62,000,000 | ' | ' |
Multiemployer pension withdrawal liabilities [Member] | Minimum [Member] | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Interest rate on restructuring liabilities | ' | ' | ' | ' | 5.90% | ' | ' |
Multiemployer pension withdrawal liabilities [Member] | Maximum [Member] | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Interest rate on restructuring liabilities | ' | ' | ' | ' | 6.70% | ' | ' |
Recovered_Sheet7
Restructuring and Tangible Asset Impairment Charges - Summary of Restructuring Charges (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Mar. 30, 2013 | Sep. 29, 2012 | Jun. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Reorganizations [Abstract] | ' | ' | ' | ' | ' | ' |
Severance and related costs | $1,176 | ' | $296 | ' | $3,335 | $3,647 |
Facility closing costs | 306 | ' | ' | ' | -145 | ' |
Tangible asset impairment charges | ' | 2,000 | ' | 5,000 | 1,860 | 5,040 |
Total | $1,482 | ' | $296 | ' | $5,050 | $8,687 |
Restructuring_and_Tangible_Ass2
Restructuring and Tangible Asset Impairment Charges - Summary of Changes in Restructuring Liabilities (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 28, 2013 |
Restructuring Cost and Reserve [Line Items] | ' |
Balance at December 29, 2012 | $77,298 |
Current period charges | 3,828 |
Change in estimate | -638 |
Payments and usage - net of accretion | -10,112 |
Balance at September 28, 2013 | 70,376 |
Severance and Related Costs [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Balance at December 29, 2012 | 74,121 |
Current period charges | 3,343 |
Change in estimate | -8 |
Payments and usage - net of accretion | -9,366 |
Balance at September 28, 2013 | 68,090 |
Facility Closing Costs [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Balance at December 29, 2012 | 3,177 |
Current period charges | 485 |
Change in estimate | -630 |
Payments and usage - net of accretion | -746 |
Balance at September 28, 2013 | $2,286 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | |||||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 | Sep. 28, 2013 | Jan. 31, 2013 | Sep. 28, 2013 | |
Two Thousand Eleven Term Loan [Member] | Entities affiliated with Sponsors [Member] | Entities affiliated with Sponsors [Member] | ||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Management fee | ' | ' | $800,000 | ' | ' | ' | ' | ' |
Management fees and related expenses | 3,000,000 | 2,000,000 | 8,000,000 | 8,000,000 | ' | ' | ' | ' |
Transaction fees | ' | ' | 2,000,000 | 500,000 | ' | ' | ' | ' |
Amount held in principal of debt facilities | 4,804,323,000 | ' | 4,804,323,000 | ' | 4,764,899,000 | 290,000,000 | ' | 315,000,000 |
Principal senior notes sales, purchased by the affiliates | ' | ' | ' | ' | ' | ' | $6,000,000 | ' |
Retirement_Plans_Components_of
Retirement Plans - Components of Net Pension and Other Post Retirement Benefit Costs (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Pension Benefits [Member] | ' | ' | ' | ' |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ' | ' | ' | ' |
Service cost | $8,357 | $6,512 | $24,417 | $19,364 |
Interest cost | 8,485 | 9,909 | 25,221 | 28,802 |
Expected return on plan assets | -10,538 | -10,558 | -31,501 | -31,216 |
Amortization of prior service cost | 50 | 26 | 149 | 77 |
Amortization of net loss | 3,387 | 4,051 | 9,902 | 10,930 |
Net periodic benefit costs | 9,741 | 9,940 | 28,188 | 27,957 |
Other Postretirement Plans [Member] | ' | ' | ' | ' |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ' | ' | ' | ' |
Service cost | 39 | 35 | 116 | 106 |
Interest cost | 107 | 128 | 323 | 384 |
Expected return on plan assets | ' | ' | ' | ' |
Amortization of prior service cost | ' | ' | ' | ' |
Amortization of net loss | 27 | 8 | 83 | 25 |
Net periodic benefit costs | $173 | $171 | $522 | $515 |
Retirement_Plans_Additional_In
Retirement Plans - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Compensation And Retirement Disclosure [Abstract] | ' | ' | ' | ' |
Reclassification of accumulated other comprehensive income | $3 | $4 | $10 | $11 |
Contribution to defined benefit and other post retirement plans | ' | ' | 38 | 37 |
Company's anticipated contributions | ' | ' | $49 | ' |
Recovered_Sheet8
Reclassifications Out of Accumulated Other Comprehensive Loss - Schedule of Reclassification Out of Accumulated Other Comprehensive Loss (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 |
Defined benefit retirement plans: | ' | ' | ' | ' | ' |
Balance at beginning of period | ($118,125) | ($107,260) | ($125,642) | ($111,482) | ' |
Other comprehensive income before reclassifications | ' | ' | ' | ' | ' |
Amortization of prior service cost | 50 | 26 | 149 | 77 | ' |
Amortization of net loss | 3,414 | 4,058 | 9,985 | 10,953 | ' |
Income tax (provision) benefit | -19 | -1,600 | 828 | -4,324 | ' |
Current period comprehensive income, net of tax | 3,445 | 2,484 | 10,962 | 6,706 | ' |
Balance at end of period | -114,680 | -104,776 | -114,680 | -104,776 | ' |
Interest rate swap derivative cash flow hedge: | ' | ' | ' | ' | ' |
Balance at beginning of period | ' | -8,994 | -542 | -18,112 | ' |
Other comprehensive income before reclassifications | ' | -1,125 | -653 | -2,798 | ' |
Total before income tax | ' | 6,545 | 1,389 | 21,517 | ' |
Income tax provision | ' | -2,559 | -847 | -8,413 | ' |
Current period comprehensive income, net of tax | ' | 3,986 | 542 | 13,104 | ' |
Balance at end of period | ' | -5,008 | ' | -5,008 | ' |
Accumulated Other Comprehensive Loss end of period | -114,680 | -109,784 | -114,680 | -109,784 | -126,184 |
Distribution, selling and administration [Member] | ' | ' | ' | ' | ' |
Defined benefit retirement plans: | ' | ' | ' | ' | ' |
Total before income tax | 3,464 | 4,084 | 10,134 | 11,030 | ' |
Interest Expense-Net [Member] | ' | ' | ' | ' | ' |
Interest rate swap derivative cash flow hedge: | ' | ' | ' | ' | ' |
Amounts reclassified from other comprehensive income | ' | $7,670 | $2,042 | $24,315 | ' |
Recovered_Sheet9
Reclassifications Out of Accumulated Other Comprehensive Loss - Schedule of Reclassification Out of Accumulated Other Comprehensive Loss (Parenthetical) (Detail) (Interest rate swap derivative [Member]) | 9 Months Ended |
Sep. 28, 2013 | |
Interest rate swap derivative [Member] | ' |
Schedule of Capitalization [Line Items] | ' |
Expiry of interest rate swap derivative | 31-Jan-13 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' |
Pre-tax income (loss) | $16,081,000 | ($3,839,000) | ($62,494,000) | ($446,000) | ' |
Valuation allowance | 151,000,000 | ' | 151,000,000 | ' | 129,000,000 |
Deferred tax assets, related to federal and state net operating losses | 22,000,000 | ' | 22,000,000 | ' | ' |
Effective income tax rates | 40.00% | 33.00% | 10.00% | 23.00% | ' |
Variation of effective tax rate from federal statutory tax rate | 35.00% | ' | 35.00% | 35.00% | ' |
Increase in valuation allowance | $4,000,000 | ' | $27,000,000 | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Sep. 28, 2013 | Dec. 31, 2009 | Dec. 31, 2011 | Sep. 30, 2011 | Dec. 31, 2008 |
California 2010 Labor Code Claim [Member] | Eagan Multiemployer Pension Withdrawal Liability [Member] | Eagan Multiemployer Pension Withdrawal Liability [Member] | |||
Gain Contingencies [Line Items] | ' | ' | ' | ' | ' |
Damages and litigation expenses | $40 | $40 | ' | ' | ' |
Liability incurred for settlement of claims | ' | ' | 3 | ' | ' |
Recorded liability for related multiemployer pension withdrawal liability | ' | ' | ' | ' | 40 |
Additional liability incurred for settlement of claims | ' | ' | ' | $17 | ' |
Recovered_Sheet10
Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Schedule of Condensed Consolidating Balance Sheet (Detail) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' |
Accounts receivable-net | $1,295,991 | $1,216,612 |
Inventories | 1,168,537 | 1,092,492 |
Other current assets | 398,843 | 451,402 |
Property and equipment | 1,728,524 | 1,706,388 |
GOODWILL | 3,835,477 | 3,833,301 |
Other intangibles | 778,595 | 889,453 |
Investments in subsidiaries | ' | ' |
Intercompany receivables | ' | ' |
Other assets | 63,457 | 73,758 |
TOTAL ASSETS | 9,269,424 | 9,263,406 |
Accounts payable | 1,267,453 | 1,239,790 |
Other current liabilities | 602,757 | 599,023 |
LONG-TERM DEBT | 4,804,323 | 4,764,899 |
Intercompany payables | ' | ' |
Other liabilities | 821,262 | 845,138 |
Shareholder's equity | 1,773,629 | 1,814,556 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 9,269,424 | 9,263,406 |
US Foods, Inc. [Member] | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' |
Accounts receivable-net | 303,163 | 283,325 |
Inventories | 1,117,435 | 1,041,628 |
Other current assets | 310,450 | 357,830 |
Property and equipment | 871,661 | 834,116 |
GOODWILL | 3,835,477 | 3,833,301 |
Other intangibles | 778,595 | 889,453 |
Investments in subsidiaries | 1,356,508 | 1,319,079 |
Intercompany receivables | ' | ' |
Other assets | 53,328 | 61,977 |
TOTAL ASSETS | 8,626,617 | 8,620,709 |
Accounts payable | 1,229,109 | 1,204,529 |
Other current liabilities | 583,619 | 561,032 |
LONG-TERM DEBT | 3,630,396 | 3,628,391 |
Intercompany payables | 571,173 | 549,633 |
Other liabilities | 838,691 | 862,568 |
Shareholder's equity | 1,773,629 | 1,814,556 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 8,626,617 | 8,620,709 |
Guarantors [Member] | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' |
Accounts receivable-net | 31,630 | 31,303 |
Inventories | 51,102 | 50,864 |
Other current assets | 6,975 | 5,937 |
Property and equipment | 84,042 | 85,486 |
GOODWILL | ' | ' |
Other intangibles | ' | ' |
Investments in subsidiaries | ' | ' |
Intercompany receivables | 608,849 | 573,654 |
Other assets | 17 | 17 |
TOTAL ASSETS | 782,615 | 747,261 |
Accounts payable | 38,344 | 35,113 |
Other current liabilities | 15,260 | 12,334 |
LONG-TERM DEBT | 15,536 | ' |
Intercompany payables | ' | ' |
Other liabilities | ' | ' |
Shareholder's equity | 713,475 | 699,814 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 782,615 | 747,261 |
Non-Guarantors [Member] | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' |
Accounts receivable-net | 961,198 | 901,984 |
Inventories | ' | ' |
Other current assets | 81,418 | 87,635 |
Property and equipment | 772,821 | 786,786 |
GOODWILL | ' | ' |
Other intangibles | ' | ' |
Investments in subsidiaries | ' | ' |
Intercompany receivables | ' | ' |
Other assets | 33,312 | 34,964 |
TOTAL ASSETS | 1,848,749 | 1,811,369 |
Accounts payable | ' | 148 |
Other current liabilities | 3,878 | 25,657 |
LONG-TERM DEBT | 1,158,391 | 1,136,508 |
Intercompany payables | 37,676 | 24,021 |
Other liabilities | 5,771 | 5,770 |
Shareholder's equity | 643,033 | 619,265 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 1,848,749 | 1,811,369 |
Eliminations [Member] | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' |
Accounts receivable-net | ' | ' |
Inventories | ' | ' |
Other current assets | ' | ' |
Property and equipment | ' | ' |
GOODWILL | ' | ' |
Other intangibles | ' | ' |
Investments in subsidiaries | -1,356,508 | -1,319,079 |
Intercompany receivables | -608,849 | -573,654 |
Other assets | -23,200 | -23,200 |
TOTAL ASSETS | -1,988,557 | -1,915,933 |
Accounts payable | ' | ' |
Other current liabilities | ' | ' |
LONG-TERM DEBT | ' | ' |
Intercompany payables | -608,849 | -573,654 |
Other liabilities | -23,200 | -23,200 |
Shareholder's equity | -1,356,508 | -1,319,079 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | ($1,988,557) | ($1,915,933) |
Recovered_Sheet11
Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Schedule of Condensed Consolidating Statement of Comprehensive Income (Loss) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Net sales | $5,686,712 | $5,507,531 | $16,750,382 | $16,230,248 |
Cost of goods sold | 4,716,253 | 4,582,084 | 13,898,969 | 13,484,963 |
Gross profit | 970,459 | 925,447 | 2,851,413 | 2,745,285 |
OPERATING EXPENSES: | ' | ' | ' | ' |
Distribution, selling and administrative | 880,118 | 847,335 | 2,633,935 | 2,499,352 |
Restructuring and tangible asset impairment charges | 1,482 | 296 | 5,050 | 8,687 |
Total operating expenses | 881,600 | 847,631 | 2,638,985 | 2,508,039 |
Operating income | 88,859 | 77,816 | 212,428 | 237,246 |
Interest expense-net | 72,778 | 80,859 | 233,126 | 227,296 |
Loss on extinguishment of debt | ' | 796 | 41,796 | 10,396 |
Other expense (income)-net | ' | ' | ' | ' |
Income (loss) before income taxes | 16,081 | -3,839 | -62,494 | -446 |
Income tax benefit (provision) | 6,358 | 1,284 | 6,233 | 104 |
Equity in earnings of subsidiaries | ' | ' | ' | ' |
Net income (loss) | 22,439 | -2,555 | -56,261 | -342 |
Other comprehensive income | 3,445 | 6,470 | 11,504 | 19,810 |
Comprehensive income (loss) | 25,884 | 3,915 | -44,757 | 19,468 |
US Foods, Inc. [Member] | ' | ' | ' | ' |
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Net sales | 5,546,482 | 5,364,479 | 16,326,932 | 15,793,916 |
Cost of goods sold | 4,605,544 | 4,466,196 | 13,562,912 | 13,130,657 |
Gross profit | 940,938 | 898,283 | 2,764,020 | 2,663,259 |
OPERATING EXPENSES: | ' | ' | ' | ' |
Distribution, selling and administrative | 868,576 | 836,211 | 2,602,661 | 2,466,396 |
Restructuring and tangible asset impairment charges | 1,482 | 296 | 3,660 | 8,687 |
Total operating expenses | 870,058 | 836,507 | 2,606,321 | 2,475,083 |
Operating income | 70,880 | 61,776 | 157,699 | 188,176 |
Interest expense-net | 61,561 | 70,051 | 199,200 | 193,097 |
Loss on extinguishment of debt | ' | ' | 41,796 | 9,600 |
Other expense (income)-net | 26,867 | 25,829 | 81,715 | 73,184 |
Income (loss) before income taxes | -17,548 | -34,104 | -165,012 | -87,705 |
Income tax benefit (provision) | 14,108 | 8,633 | 29,769 | 21,165 |
Equity in earnings of subsidiaries | 25,879 | 22,916 | 78,982 | 66,198 |
Net income (loss) | 22,439 | -2,555 | -56,261 | -342 |
Other comprehensive income | 3,445 | 6,470 | 11,504 | 19,810 |
Comprehensive income (loss) | 25,884 | 3,915 | -44,757 | 19,468 |
Guarantors [Member] | ' | ' | ' | ' |
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Net sales | 140,230 | 143,052 | 423,450 | 436,332 |
Cost of goods sold | 110,709 | 115,888 | 336,057 | 354,306 |
Gross profit | 29,521 | 27,164 | 87,393 | 82,026 |
OPERATING EXPENSES: | ' | ' | ' | ' |
Distribution, selling and administrative | 23,646 | 24,086 | 69,907 | 71,419 |
Restructuring and tangible asset impairment charges | ' | ' | ' | ' |
Total operating expenses | 23,646 | 24,086 | 69,907 | 71,419 |
Operating income | 5,875 | 3,078 | 17,486 | 10,607 |
Interest expense-net | 199 | 1 | 501 | 20 |
Loss on extinguishment of debt | ' | ' | ' | ' |
Other expense (income)-net | -4,348 | -4,419 | -13,409 | -12,465 |
Income (loss) before income taxes | 10,024 | 7,496 | 30,394 | 23,052 |
Income tax benefit (provision) | ' | ' | ' | ' |
Equity in earnings of subsidiaries | ' | ' | ' | ' |
Net income (loss) | 10,024 | 7,496 | 30,394 | 23,052 |
Other comprehensive income | ' | ' | ' | ' |
Comprehensive income (loss) | 10,024 | 7,496 | 30,394 | 23,052 |
Non-Guarantors [Member] | ' | ' | ' | ' |
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Net sales | 23,176 | 23,819 | 70,194 | 71,312 |
Cost of goods sold | ' | ' | ' | ' |
Gross profit | 23,176 | 23,819 | 70,194 | 71,312 |
OPERATING EXPENSES: | ' | ' | ' | ' |
Distribution, selling and administrative | 15,420 | 15,275 | 44,970 | 45,313 |
Restructuring and tangible asset impairment charges | ' | ' | 1,390 | ' |
Total operating expenses | 15,420 | 15,275 | 46,360 | 45,313 |
Operating income | 7,756 | 8,544 | 23,834 | 25,999 |
Interest expense-net | 11,018 | 10,807 | 33,425 | 34,179 |
Loss on extinguishment of debt | ' | 796 | ' | 796 |
Other expense (income)-net | -26,867 | -25,828 | -81,715 | -73,183 |
Income (loss) before income taxes | 23,605 | 22,769 | 72,124 | 64,207 |
Income tax benefit (provision) | -7,750 | -7,349 | -23,536 | -21,061 |
Equity in earnings of subsidiaries | ' | ' | ' | ' |
Net income (loss) | 15,855 | 15,420 | 48,588 | 43,146 |
Other comprehensive income | ' | ' | ' | ' |
Comprehensive income (loss) | 15,855 | 15,420 | 48,588 | 43,146 |
Eliminations [Member] | ' | ' | ' | ' |
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Net sales | -23,176 | -23,819 | -70,194 | -71,312 |
Cost of goods sold | ' | ' | ' | ' |
Gross profit | -23,176 | -23,819 | -70,194 | -71,312 |
OPERATING EXPENSES: | ' | ' | ' | ' |
Distribution, selling and administrative | -27,524 | -28,237 | -83,603 | -83,776 |
Restructuring and tangible asset impairment charges | ' | ' | ' | ' |
Total operating expenses | -27,524 | -28,237 | -83,603 | -83,776 |
Operating income | 4,348 | 4,418 | 13,409 | 12,464 |
Interest expense-net | ' | ' | ' | ' |
Loss on extinguishment of debt | ' | ' | ' | ' |
Other expense (income)-net | 4,348 | 4,418 | 13,409 | 12,464 |
Income (loss) before income taxes | ' | ' | ' | ' |
Income tax benefit (provision) | ' | ' | ' | ' |
Equity in earnings of subsidiaries | -25,879 | -22,916 | -78,982 | -66,198 |
Net income (loss) | -25,879 | -22,916 | -78,982 | -66,198 |
Other comprehensive income | ' | ' | ' | ' |
Comprehensive income (loss) | ($25,879) | ($22,916) | ($78,982) | ($66,198) |
Guarantor_and_NonGuarantor_Con2
Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Schedule of Condensed Consolidating Statement of Cash Flows (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
Condensed Cash Flow Statements, Captions [Line Items] | ' | ' |
Net cash (used in) provided by operating activities | $114,351 | $18,497 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Acquisition of businesses | ' | -91,777 |
Proceeds from sales of property and equipment | 13,020 | 9,885 |
Purchases of property and equipment | -133,147 | -229,424 |
Net cash (used in) provided by investing activities | -120,127 | -311,316 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from debt refinancing | 854,485 | 686,000 |
Proceeds from debt borrowings | 1,303,000 | 1,601,000 |
Payment for debt financing costs | -29,376 | -9,588 |
Principal payments on debt and capital leases | -1,847,677 | -2,024,711 |
Repurchase of senior subordinated notes | -375,144 | ' |
Capital (distributions) contributions | ' | ' |
Proceeds from parent company common stock sales | 475 | 761 |
Parent company common stock repurchased | -5,250 | -1,500 |
Net cash (used in) provided by financing activities | -99,487 | 251,962 |
Net (decrease) increase in cash and cash equivalents | -105,263 | -40,857 |
CASH AND CASH EQUIVALENTS - Beginning of period | 242,457 | 202,691 |
CASH AND CASH EQUIVALENTS - End of period | 137,194 | 161,834 |
US Foods, Inc. [Member] | ' | ' |
Condensed Cash Flow Statements, Captions [Line Items] | ' | ' |
Net cash (used in) provided by operating activities | 88,417 | -32,156 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Acquisition of businesses | ' | -91,777 |
Proceeds from sales of property and equipment | 6,033 | 2,464 |
Purchases of property and equipment | -128,058 | -207,421 |
Net cash (used in) provided by investing activities | -122,025 | -296,734 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from debt refinancing | 854,485 | ' |
Proceeds from debt borrowings | 1,303,000 | 1,601,000 |
Payment for debt financing costs | -29,376 | -6,175 |
Principal payments on debt and capital leases | -1,846,286 | -1,170,185 |
Repurchase of senior subordinated notes | -375,144 | ' |
Capital (distributions) contributions | 26,963 | -136,113 |
Proceeds from parent company common stock sales | 475 | 761 |
Parent company common stock repurchased | -5,250 | -1,500 |
Net cash (used in) provided by financing activities | -71,133 | 287,788 |
Net (decrease) increase in cash and cash equivalents | -104,741 | -41,102 |
CASH AND CASH EQUIVALENTS - Beginning of period | 240,902 | 201,092 |
CASH AND CASH EQUIVALENTS - End of period | 136,161 | 159,990 |
Guarantors [Member] | ' | ' |
Condensed Cash Flow Statements, Captions [Line Items] | ' | ' |
Net cash (used in) provided by operating activities | 5,958 | 22,248 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Proceeds from sales of property and equipment | ' | ' |
Purchases of property and equipment | -5,089 | -22,003 |
Net cash (used in) provided by investing activities | -5,089 | -22,003 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from debt refinancing | ' | ' |
Proceeds from debt borrowings | ' | ' |
Payment for debt financing costs | ' | ' |
Principal payments on debt and capital leases | -1,391 | ' |
Repurchase of senior subordinated notes | ' | ' |
Capital (distributions) contributions | ' | ' |
Proceeds from parent company common stock sales | ' | ' |
Parent company common stock repurchased | ' | ' |
Net cash (used in) provided by financing activities | -1,391 | ' |
Net (decrease) increase in cash and cash equivalents | -522 | 245 |
CASH AND CASH EQUIVALENTS - Beginning of period | 1,555 | 1,599 |
CASH AND CASH EQUIVALENTS - End of period | 1,033 | 1,844 |
Non-Guarantors [Member] | ' | ' |
Condensed Cash Flow Statements, Captions [Line Items] | ' | ' |
Net cash (used in) provided by operating activities | 19,976 | 28,405 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Proceeds from sales of property and equipment | 6,987 | 7,421 |
Purchases of property and equipment | ' | ' |
Net cash (used in) provided by investing activities | 6,987 | 7,421 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from debt refinancing | ' | 686,000 |
Proceeds from debt borrowings | ' | ' |
Payment for debt financing costs | ' | -3,413 |
Principal payments on debt and capital leases | ' | -854,526 |
Repurchase of senior subordinated notes | ' | ' |
Capital (distributions) contributions | -26,963 | 136,113 |
Proceeds from parent company common stock sales | ' | ' |
Parent company common stock repurchased | ' | ' |
Net cash (used in) provided by financing activities | -26,963 | -35,826 |
Net (decrease) increase in cash and cash equivalents | ' | ' |
CASH AND CASH EQUIVALENTS - Beginning of period | ' | ' |
CASH AND CASH EQUIVALENTS - End of period | ' | ' |
Business_Segment_Information_S
Business Segment Information - Schedule of Quantitative Reconciliation of Adjusted EBITDA (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Adjustments: | ' | ' | ' | ' |
Restructuring and tangible asset impairment charges | ($1,482) | ($296) | ($5,050) | ($8,687) |
LIFO reserve change | 1,000 | -15,000 | -7,000 | -19,000 |
Interest expense, net | -72,778 | -80,859 | -233,126 | -227,296 |
INCOME TAX BENEFIT | 6,358 | 1,284 | 6,233 | 104 |
Depreciation and amortization expense | ' | ' | -287,267 | -261,930 |
Net income (loss) | 22,439 | -2,555 | -56,261 | -342 |
EBITDA [Member] | ' | ' | ' | ' |
Segment Information [Line Items] | ' | ' | ' | ' |
Adjusted EBITDA | 216,619 | 208,173 | 599,201 | 613,498 |
Adjustments: | ' | ' | ' | ' |
Sponsor fees | -2,606 | -2,495 | -7,771 | -7,665 |
Restructuring and tangible asset impairment charges | -1,482 | -296 | -5,050 | -8,687 |
Share-based compensation expense | -3,887 | 38 | -9,784 | -3,166 |
LIFO reserve change | 837 | -15,313 | -6,526 | -18,835 |
Loss on extinguishment of debt | ' | -796 | -41,796 | -10,396 |
Business transformation costs | -15,156 | -16,243 | -43,700 | -56,717 |
Other | -9,211 | -5,889 | -26,675 | -19,252 |
EBITDA | 185,114 | 167,179 | 457,899 | 488,780 |
Interest expense, net | -72,778 | -80,859 | -233,126 | -227,296 |
INCOME TAX BENEFIT | 6,358 | 1,284 | 6,233 | 104 |
Depreciation and amortization expense | -96,255 | -90,159 | -287,267 | -261,930 |
Net income (loss) | $22,439 | ($2,555) | ($56,261) | ($342) |