Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 28, 2013 | Mar. 20, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-K | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 28-Dec-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'FY | ' |
Entity Registrant Name | 'US FOODS, INC. | ' |
Entity Central Index Key | '0001561951 | ' |
Current Fiscal Year End Date | '--12-28 | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 1,000 |
Entity Public Float | $0 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $179,744 | $242,457 |
Accounts receivable, less allowances of $25,151 and $25,606 | 1,225,719 | 1,216,612 |
Vendor receivables, less allowances of $2,661 and $3,669 | 97,361 | 93,025 |
Inventories-net | 1,161,558 | 1,092,492 |
Prepaid expenses | 75,604 | 74,499 |
Deferred taxes | 13,557 | 8,034 |
Assets held for sale | 14,554 | 23,193 |
Other current assets | 6,644 | 10,194 |
Total current assets | 2,774,741 | 2,760,506 |
PROPERTY AND EQUIPMENT-Net | 1,748,495 | 1,706,388 |
GOODWILL | 3,835,477 | 3,833,301 |
OTHER INTANGIBLES-Net | 753,840 | 889,453 |
DEFERRED FINANCING COSTS | 39,282 | 49,038 |
OTHER ASSETS | 33,742 | 24,720 |
TOTAL ASSETS | 9,185,577 | 9,263,406 |
CURRENT LIABILITIES: | ' | ' |
Bank checks outstanding | 185,369 | 161,791 |
Accounts payable | 1,181,452 | 1,239,790 |
Accrued expenses and other current liabilities | 423,635 | 388,306 |
Current portion of long-term debt | 35,225 | 48,926 |
Total current liabilities | 1,825,681 | 1,838,813 |
LONG-TERM DEBT | 4,735,248 | 4,764,899 |
DEFERRED TAX LIABILITIES | 408,153 | 365,496 |
OTHER LONG-TERM LIABILITIES | 334,808 | 479,642 |
Total liabilities | 7,303,890 | 7,448,850 |
COMMITMENTS AND CONTINGENCIES (See Note 21) | ' | ' |
SHAREHOLDER'S EQUITY: | ' | ' |
Common stock, $1.00 par value-authorized, issued, and outstanding, 1,000 shares | 1 | 1 |
Additional paid-in capital | 2,325,223 | 2,324,391 |
Accumulated deficit | -440,858 | -383,652 |
Accumulated other comprehensive loss | -2,679 | -126,184 |
Total shareholder's equity | 1,881,687 | 1,814,556 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | $9,185,577 | $9,263,406 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Allowances for accounts receivable | $25,151 | $25,606 |
Allowances for vendor receivables | $2,661 | $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 | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET SALES | $5,546,796 | $5,686,712 | $5,658,748 | $5,404,922 | $5,434,673 | $5,507,531 | $5,462,991 | $5,259,726 | $22,297,178 | $21,664,921 | $20,344,869 |
COST OF GOODS SOLD | 4,575,070 | 4,716,253 | 4,686,933 | 4,495,783 | 4,486,986 | 4,582,084 | 4,519,594 | 4,383,285 | 18,474,039 | 17,971,949 | 16,839,850 |
Gross profit | 971,726 | 970,459 | 971,815 | 909,139 | 947,687 | 925,447 | 943,397 | 876,441 | 3,823,139 | 3,692,972 | 3,505,019 |
OPERATING EXPENSES: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution, selling and administrative costs | ' | ' | ' | ' | ' | ' | ' | ' | 3,494,254 | 3,349,539 | 3,193,747 |
Restructuring and tangible asset impairment charges | ' | ' | ' | ' | ' | ' | ' | ' | 8,386 | 8,923 | 71,892 |
Total operating expenses | 863,655 | 881,600 | 871,623 | 885,762 | 850,423 | 847,631 | 850,260 | 810,148 | 3,502,640 | 3,358,462 | 3,265,639 |
OPERATING INCOME | ' | ' | ' | ' | ' | ' | ' | ' | 320,499 | 334,510 | 239,380 |
INTEREST EXPENSE-Net | 72,961 | 72,778 | 78,522 | 81,826 | 84,516 | 80,859 | 74,843 | 71,594 | 306,087 | 311,812 | 307,614 |
Loss on extinguishment of debt | ' | ' | 17,829 | 23,967 | 21,027 | 796 | 9,600 | ' | 41,796 | 31,423 | 76,011 |
(Loss) income before income taxes | 35,110 | 16,081 | 3,841 | -82,416 | -8,279 | -3,839 | 8,694 | -5,301 | -27,384 | -8,725 | -144,245 |
INCOME TAX (PROVISION) BENEFIT | -36,055 | 6,358 | 12,167 | -12,292 | -42,552 | 1,284 | -2,992 | 1,812 | -29,822 | -42,448 | 42,074 |
Net (loss) income | -945 | 22,439 | 16,008 | -94,708 | -50,831 | -2,555 | 5,702 | -3,489 | -57,206 | -51,173 | -102,171 |
OTHER COMPREHENSIVE INCOME (LOSS): | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Changes in retirement benefit obligations, net of income tax | ' | ' | ' | ' | ' | ' | ' | ' | 122,963 | -14,160 | -17,629 |
Changes in interest rate swap derivative, net of income tax | ' | ' | ' | ' | ' | ' | ' | ' | 542 | 17,570 | 17,506 |
COMPREHENSIVE INCOME (LOSS) | ' | ' | ' | ' | ' | ' | ' | ' | $66,299 | ($47,763) | ($102,294) |
CONSOLIDATED_STATEMENTS_OF_SHA
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (USD $) | Total | Common Shares [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Retirement Benefit Obligation [Member] | Interest Rate Swap Derivative [Member] | Accumulated Other Comprehensive Loss [Member] |
In Thousands, except Share data | |||||||
BEGINNING BALANCE at Jan. 01, 2011 | $1,941,913 | ' | $2,301,692 | ($230,308) | ($93,853) | ($35,618) | ($129,471) |
BEGINNING BALANCE (in shares) at Jan. 01, 2011 | ' | 1,000 | ' | ' | ' | ' | ' |
Proceeds from parent company common stock sales | 9,960 | ' | 9,960 | ' | ' | ' | ' |
Parent company common stock repurchased | -3,222 | ' | -3,222 | ' | ' | ' | ' |
Share-based compensation expense | 14,677 | ' | 14,677 | ' | ' | ' | ' |
Changes in retirement benefit obligations, net of income tax | -17,629 | ' | ' | ' | -17,629 | ' | -17,629 |
Changes in interest rate swap derivative, net of income tax | 17,506 | ' | ' | ' | ' | 17,506 | 17,506 |
Other | -54 | 1 | -55 | ' | ' | ' | ' |
Net loss | -102,171 | ' | ' | -102,171 | ' | ' | ' |
ENDING BALANCE at Dec. 31, 2011 | 1,860,980 | 1 | 2,323,052 | -332,479 | -111,482 | -18,112 | -129,594 |
ENDING BALANCE (in shares) at Dec. 31, 2011 | ' | 1,000 | ' | ' | ' | ' | ' |
Proceeds from parent company common stock sales | 761 | ' | 761 | ' | ' | ' | ' |
Parent company common stock repurchased | -3,734 | ' | -3,734 | ' | ' | ' | ' |
Share-based compensation expense | 4,312 | ' | 4,312 | ' | ' | ' | ' |
Changes in retirement benefit obligations, net of income tax | -14,160 | ' | ' | ' | -14,160 | ' | -14,160 |
Changes in interest rate swap derivative, net of income tax | 17,570 | ' | ' | ' | ' | 17,570 | 17,570 |
Net loss | -51,173 | ' | ' | -51,173 | ' | ' | ' |
ENDING BALANCE at Dec. 29, 2012 | 1,814,556 | 1 | 2,324,391 | -383,652 | -125,642 | -542 | -126,184 |
ENDING BALANCE (in shares) at Dec. 29, 2012 | ' | 1,000 | ' | ' | ' | ' | ' |
Proceeds from parent company common stock sales | 1,850 | ' | 1,850 | ' | ' | ' | ' |
Parent company common stock repurchased | -9,424 | ' | -9,424 | ' | ' | ' | ' |
Share-based compensation expense | 8,406 | ' | 8,406 | ' | ' | ' | ' |
Changes in retirement benefit obligations, net of income tax | 122,963 | ' | ' | ' | 122,963 | ' | 122,963 |
Changes in interest rate swap derivative, net of income tax | 542 | ' | ' | ' | ' | 542 | 542 |
Net loss | -57,206 | ' | ' | -57,206 | ' | ' | ' |
ENDING BALANCE at Dec. 28, 2013 | $1,881,687 | $1 | $2,325,223 | ($440,858) | ($2,679) | ' | ($2,679) |
ENDING BALANCE (in shares) at Dec. 28, 2013 | ' | 1,000 | ' | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($57,206) | ($51,173) | ($102,171) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 388,188 | 355,892 | 342,732 |
Gain on disposal of property and equipment, net | -1,909 | -1,493 | -308 |
Loss on extinguishment of debt | 41,796 | 31,423 | 76,011 |
Tangible asset impairment charges | 1,860 | 7,530 | 9,260 |
Amortization of deferred financing costs | 18,071 | 18,052 | 18,913 |
Amortization of Senior Notes original issue premium | -3,330 | ' | ' |
Deferred tax provision (benefit) | 29,603 | 42,142 | -41,600 |
Share-based compensation expense | 8,406 | 4,312 | 14,677 |
Provision for doubtful accounts | 19,481 | 10,701 | 17,567 |
Changes in operating assets and liabilities, net of acquisitions of businesses: | ' | ' | ' |
Increase in receivables | -26,581 | -56,639 | -116,229 |
(Increase) decrease in inventories | -65,427 | -214,998 | 23,989 |
Increase in prepaid expenses and other assets | -16,486 | -758 | -6,281 |
(Decrease) increase in accounts payable and bank checks outstanding | -32,411 | 198,227 | 109,086 |
Increase (decrease) in accrued expenses and other current liabilities | 18,197 | -27,299 | 59,557 |
Decrease in securitization restricted cash | ' | ' | 13,964 |
Net cash provided by operating activities | 322,252 | 315,919 | 419,167 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Acquisition of businesses, net | -11,369 | -106,041 | -41,385 |
Proceeds from sales of property and equipment | 14,608 | 19,685 | 7,487 |
Purchases of property and equipment | -191,131 | -293,456 | -304,414 |
Net cash used in investing activities | -187,892 | -379,812 | -338,312 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from debt refinancing | 854,485 | 1,269,625 | 900,000 |
Proceeds from other borrowings | 1,644,000 | 2,031,000 | 225,000 |
Redemption of senior notes | ' | ' | -1,064,159 |
Payment for debt financing costs and fees | -29,376 | -35,088 | -29,569 |
Principal payments on debt and capital leases | -2,278,311 | -2,983,567 | -339,287 |
Repurchase of senior subordinated notes | -375,144 | -175,338 | ' |
Contingent consideration paid for acquisitions of businesses | -6,159 | ' | ' |
Proceeds from parent company common stock sales | 1,850 | 761 | 9,960 |
Parent company common stock repurchased | -8,418 | -3,734 | -3,222 |
Net cash (used in) provided by financing activities | -197,073 | 103,659 | -301,277 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | -62,713 | 39,766 | -220,422 |
CASH AND CASH EQUIVALENTS-Beginning of year | 242,457 | 202,691 | 423,113 |
CASH AND CASH EQUIVALENTS-End of year | 179,744 | 242,457 | 202,691 |
Cash paid during the year for: | ' | ' | ' |
Interest (net of amounts capitalized) | 298,915 | 286,420 | 229,553 |
Income taxes paid-net | 209 | 369 | 418 |
Property and equipment purchases included in accounts payable | 19,719 | 25,137 | 48,389 |
Capital lease additions | 100,804 | 21,810 | ' |
Contingent consideration payable for acquisitions of businesses | 1,800 | 5,500 | 3,570 |
Payable for repurchase of parent company common stock | $1,006 | ' | ' |
OVERVIEW_AND_BASIS_OF_PRESENTA
OVERVIEW AND BASIS OF PRESENTATION | 12 Months Ended | |
Dec. 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 here as “we,” “our,” “us,” “the Company,” or “US Foods.” We are a 100% owned subsidiary of USF Holding. | ||
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. 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 designated by Clayton, Dubilier & Rice, Inc. (“CD&R”), and Kohlberg Kravis Roberts & Co. (“KKR”), (collectively the “Sponsors”). | ||
Proposed Acquisition by Sysco—On December 8, 2013, our parent company USF Holding Corp., entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sysco Corporation, a Delaware corporation (“Sysco”); Scorpion Corporation I, Inc., a Delaware corporation and a wholly owned subsidiary of Sysco (“Merger Sub One”); and Scorpion Company II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Sysco, through which Sysco will acquire USF Holding Corp. (the “Acquisition”) on the terms and subject to the conditions set forth in the Merger Agreement. The aggregate purchase price will consist of $500 million in cash and approximately $3 billion in Sysco’s common stock, subject to possible downward adjustment pursuant to the Merger Agreement. The Acquisition is expected to close in the third quarter of 2014. It is subject to customary conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). If the Merger Agreement is terminated because the required antitrust approvals cannot be obtained, or if the Acquisition does not close by a specified date as specified in the Merger Agreement, in certain circumstances Sysco will be required to pay our parent company, USF Holding Corp., a termination fee of $300 million. | ||
Business Description—US Foods markets and distributes fresh, frozen and dry food and non-food products to foodservice customers throughout the United States. These include independently owned single and multi-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 fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011, are also referred to herein as fiscal years 2013, 2012 and 2011, respectively. The consolidated financial statements representing the 52-week fiscal year 2013 are for the period of December 30, 2012 through December 28, 2013. The consolidated financial statements representing the 52-week fiscal year 2012 are for the period of January 1, 2012 through December 29, 2012. The consolidated financial statements representing the 52-week fiscal year 2011 are for the period of January 2, 2011 through December 31, 2011. | ||
Public Filer Status—During the fiscal second quarter 2013, the Company completed the registration of $1,350 million aggregate principal amount of outstanding 8.5% Senior Notes due 2019 (“Senior Notes”) and became subject to rules and regulations of the Securities and Exchange Commission, including periodic and current reporting requirements under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The Company did not receive any proceeds from the registration of the Senior Notes. | ||
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |
Dec. 28, 2013 | ||
Accounting Policies [Abstract] | ' | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |
2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation—Consolidated financial statements include the accounts of US Foods and its 100% owned subsidiaries. All intercompany transactions have been eliminated in consolidation. | ||
Use of Estimates—Consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). This requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated financial statements and the related notes. 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, property and equipment, accounts receivable-related allowance, vendor consideration, self-insurance programs, and income taxes. | ||
Cash and Cash Equivalents—The Company considers all highly liquid investments purchased with a maturity of three or fewer months to be cash equivalents. | ||
Accounts Receivable—Accounts receivable primarily represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not bear interest. Receivables are presented net of the allowance for doubtful accounts in the accompanying Consolidated Balance Sheets. The Company evaluates the collectability of its accounts receivable and determines the appropriate reserve for doubtful accounts based on a combination of factors. When we are aware of a customer’s inability to meet its financial obligation, a specific allowance for doubtful accounts is recorded, reducing the receivable to the net amount we reasonably expect to collect. In addition, allowances are recorded for all other receivables based on analyzing historic collection trends, write-offs and the aging of receivables. The Company uses specific criteria to determine uncollectible receivables to be written off, including bankruptcy, accounts referred to outside parties for collection, and accounts past due over specified periods. If the financial condition of the Company’s customers were to deteriorate, additional allowances may be required. | ||
Vendor Consideration and Receivables—The Company participates in various rebate and promotional incentives with its suppliers, primarily through purchase-based programs. Consideration earned under these incentives is recorded as a reduction of inventory cost, as the Company’s obligations under the programs are fulfilled primarily when products are purchased. Consideration is typically received in the form of invoice deductions, or less often in the form of cash payments. Changes in the estimated amount of incentives earned are treated as changes in estimates and are recognized in the period of change. | ||
Vendor consideration is typically deducted from invoices or collected in cash within 30 days of being earned, if not sooner. Vendor receivables primarily represent the uncollected balance of the vendor consideration. Due to the process of primarily collecting the consideration by deducting it from the amounts due to the vendor, the Company does not experience significant collectability issues. The Company evaluates the collectability of its vendor receivables based on specific vendor information and vendor collection history. | ||
Inventories—The Company’s inventories—consisting mainly of food and other foodservice-related products—are considered finished goods. Inventory costs include the purchase price of the product and freight charges to deliver it to the Company’s warehouses, and are net of certain cash or non-cash consideration received from vendors (see “Vendor Consideration and Receivables”). 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. This “links” current costs to original costs in the base year when the Company adopted LIFO. At December 28, 2013 and December 29, 2012, the LIFO balance sheet reserves were $148 million and $136 million, respectively. As a result of changes in LIFO reserves, cost of goods sold increased $12 million, $13 million and $59 million for fiscal years 2013, 2012 and 2011, respectively. | ||
Property and Equipment—Property and equipment are stated at 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. | ||
Routine maintenance and repairs are charged to expense as incurred. Applicable interest charges incurred during the construction of new facilities or development of software for internal use are capitalized as one of the elements of cost and are amortized over the useful life of the respective assets. | ||
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. If a facility’s carrying value exceeds its fair value, less an estimated cost to sell, an impairment charge is recorded for the difference. 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), as well as in a reduction of the assets’ carrying value in the Consolidated Balance Sheets. See Note 13 – Restructuring and Tangible Asset Impairment Charges for a discussion of our 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 tangible 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 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. | ||
Self-Insurance Programs—The Company accrues estimated liability amounts for claims covering general liability, fleet liability, workers’ compensation, and group medical insurance programs. The amounts in excess of certain levels are fully insured. The Company accrues its estimated liability for the self-insured medical insurance program, including an estimate for incurred but not reported claims, based on known claims and past claims history. The Company accrues an estimated liability for the general liability, fleet liability and workers’ compensation programs. This is based on an assessment of exposure related to known claims and incurred but not reported claims, as applicable. The inherent uncertainty of future loss projections could cause actual claims to differ from our estimates. These accruals are included in Accrued expenses and Other long-term liabilities in the Consolidated Balance Sheets. | ||
Share-Based Compensation—Certain employees participate in the 2007 Stock Incentive Plan for Key Employees of USF Holding Corp. and its Affiliates, as amended (“Stock Incentive Plan”), which allows purchases of shares of USF Holding Corp. common stock, grants of restricted stock and restricted stock units of USF Holding Corp., and grants of options exercisable in USF Holding Corp. common stock. The Company measures compensation expense for stock-based option awards at fair value at the date of grant, and it recognizes compensation expense over the service period for stock-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 stock and restricted stock units. | ||
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. | ||
Revenue Recognition—The Company recognizes revenue from the sale of product when the title and risk of loss passes and the customer accepts the 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 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. | ||
Shipping and Handling Costs—Shipping and handling costs—which include costs related to the selection of products and their delivery to customers—are recorded as a component of Distribution, selling and administrative costs. Shipping and handling costs were $1.5 billion, $1.5 billion and $1.4 billion for fiscal years 2013, 2012 and 2011, respectively. | ||
Income Taxes—The Company accounts for income taxes under the asset and liability method. This 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 during the period that includes the enactment date. Net deferred tax assets are recorded 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 evaluating 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. | ||
Derivative Financial Instruments—The Company has used interest rate swap agreements from time to time to manage its exposure to interest rate movements on its variable-rate term loan obligation. The Company does not use financial instruments or derivatives for trading or other speculative purposes. The interest rate swap derivatives at December 29, 2012 were recorded in its Consolidated Balance Sheets at fair value. The interest rate swap derivatives expired in January 2013. | ||
In the normal course of business, the Company enters into forward purchase agreements to procure fuel, electricity and product commodities related to its business. These agreements often meet the definition of a derivative. However, in these cases, the Company has elected to apply the normal purchase and sale exemption available under derivatives accounting literature, and these agreements are not recorded at fair value. | ||
Concentration Risks—Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash equivalents and accounts receivable. The Company’s cash equivalents are invested primarily in money market funds at major financial institutions. Credit risk related to accounts receivable is dispersed across a larger number of customers located throughout the United States. The Company attempts to reduce credit risk through initial and ongoing credit evaluations of its customers’ financial condition. There were no receivables from any one customer representing more than 5% of our consolidated gross accounts receivable at December 28, 2013 and December 29, 2012. |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended | |
Dec. 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 1) 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; 2) 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 in fiscal year 2014 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. | ||
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. 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 18—Reclassifications Out of Accumulated Other Comprehensive Loss, which presents the disclosures required by this update. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended | ||||||||||||||||
Dec. 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 | ||||||||||||||||
• | 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 and nonrecurring basis as of December 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 | $ | 64,100 | $ | — | $ | — | $ | 64,100 | |||||||||
Balance at December 28, 2013 | $ | 64,100 | $ | — | $ | — | $ | 64,100 | |||||||||
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 December 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 was to manage its exposure to interest rate movements on its 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. The fair value of the 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 it recognized 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 Statements of Comprehensive Income (Loss) for fiscal years 2013 and 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 | Amount of | Location of | Amount of | ||||||||||||
Loss | Loss Reclassified | Loss | Loss Recognized in | Income (Loss) | |||||||||||||
Cash Flow | Recognized in | From | Reclassified | Income on | Recognized in | ||||||||||||
Other | Accumulated | from | Derivative | Income on | |||||||||||||
Hedging | Comprehensive | Other | Accumulated | (Ineffective | Derivative | ||||||||||||
Income (Loss) | Comprehensive | Other | Portion and | (Ineffective | |||||||||||||
Relationships | on Derivative | Loss | Comprehensive | Amount Excluded | Portion | ||||||||||||
(Effective | Loss into | from Effectiveness | and Amount | ||||||||||||||
Portion), | Income | Testing) | Excluded | ||||||||||||||
net of tax | (Effective | from | |||||||||||||||
portion), | Effectiveness | ||||||||||||||||
net of tax | Testing) | ||||||||||||||||
For fiscal year 2013: | |||||||||||||||||
Interest rate swap derivative | $ | (255 | ) | Interest expense—net | $ | (797 | ) | Interest expense—net | $ | 645 | |||||||
For fiscal year 2012: | |||||||||||||||||
Interest rate swap derivative | $ | (1,479 | ) | Interest expense—net | $ | (19,049 | ) | Interest expense—net | $ | (645 | ) | ||||||
Money Market Funds | |||||||||||||||||
Money market funds include highly liquid investments with an original maturity of three or fewer months. They are valued using quoted market prices in active markets and are classified under Level 1 within the fair value hierarchy. The Company had money market funds of $64 million at December 28, 2013, and had 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. The Company estimates the fair value of various property and equipment assets for purposes of recording necessary impairment charges. Fair value is estimated by the Company based on information received from real estate brokers. No impairments to the Company’s property, plant and equipment were recognized during 2013. During 2012, the Company recorded $5 million of tangible asset impairment charges for property and equipment not classified as Assets held for sale, which reduced the carrying value of these assets to estimated fair value. | |||||||||||||||||
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 2013 and 2012, certain Assets held for sale were adjusted to equal their estimated fair value, less costs to sell, resulting in a $2 million intangible asset impairment charge in each of these years. 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, trade accounts payable, and accrued expenses approximate their fair values, due to their short-term maturities. | |||||||||||||||||
The fair value of total debt approximated $4.9 billion compared to its aggregate carrying value of $4.8 billion as of December 28, 2013 and as of 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. The fair value of the Company’s 8.5% Senior Notes is classified under Level 2 of the fair value hierarchy, with fair value based on the closing market price at the end of the reporting period, and estimated at $1.5 billion as of December 28, 2013. |
ALLOWANCE_FOR_DOUBTFUL_ACCOUNT
ALLOWANCE FOR DOUBTFUL ACCOUNTS | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Receivables [Abstract] | ' | ||||||||||||
ALLOWANCE FOR DOUBTFUL ACCOUNTS | ' | ||||||||||||
5 | ALLOWANCE FOR DOUBTFUL ACCOUNTS | ||||||||||||
A summary of the activity in the allowance for doubtful accounts for the last three fiscal years is as follows (in thousands): | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Balance at beginning of year | $ | 25,606 | $ | 35,100 | $ | 36,904 | |||||||
Charged to costs and expenses | 19,481 | 10,701 | 17,156 | ||||||||||
Customer accounts written off—net of recoveries | (19,936 | ) | (20,195 | ) | (18,960 | ) | |||||||
Balance at end of year | $ | 25,151 | $ | 25,606 | $ | 35,100 | |||||||
This table does not include the vendor receivable related allowance for doubtful accounts of $3 million, $4 million and $5 million at December 28, 2013, December 29, 2012 and December 31, 2011, respectively. |
ACCOUNTS_RECEIVABLE_FINANCING_
ACCOUNTS RECEIVABLE FINANCING PROGRAM | 12 Months Ended | |
Dec. 28, 2013 | ||
Text Block [Abstract] | ' | |
ACCOUNTS RECEIVABLE FINANCING PROGRAM | ' | |
6 | ACCOUNTS RECEIVABLE FINANCING PROGRAM | |
Under its accounts receivable financing program (“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 (the “Receivables Company”). This subsidiary, in turn, grants a continuing security interest in all of its rights, title and interest in the eligible receivables to the administrative agent for the benefit of the lenders (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 December 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 as of December 28, 2013 and December 29, 2012. Included in the Company’s accounts receivable balance as of December 28, 2013 and December 29, 2012, was $930 million and $918 million, respectively, of receivables held as collateral in support of the 2012 ABS Facility. See Note 11—Debt for a further description of the 2012 ABS Facility. |
RESTRICTED_CASH
RESTRICTED CASH | 12 Months Ended | |
Dec. 28, 2013 | ||
Cash And Cash Equivalents [Abstract] | ' | |
RESTRICTED CASH | ' | |
7 | RESTRICTED CASH | |
At December 28, 2013 and December 29, 2012, the Company had $7 million of restricted cash included in its Consolidated Balance Sheets in Other assets. This restricted cash primarily represented security deposits and escrow amounts related to certain properties collateralizing the commercial mortgage-backed securities loan facility (“CMBS Fixed Facility”). See Note 11—Debt. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||
Dec. 28, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||
8 | PROPERTY AND EQUIPMENT | ||||||||
Property and equipment consisted of the following (in thousands): | |||||||||
December 28, | December 29, | ||||||||
2013 | 2012 | ||||||||
Land | $ | 287,385 | $ | 286,758 | |||||
Buildings and building improvements | 1,052,355 | 1,013,792 | |||||||
Transportation equipment | 586,376 | 487,858 | |||||||
Warehouse equipment | 278,732 | 263,388 | |||||||
Office equipment, furniture and software | 532,389 | 446,875 | |||||||
Construction in process | 104,717 | 97,556 | |||||||
2,841,954 | 2,596,227 | ||||||||
Less accumulated depreciation and amortization | (1,093,459 | ) | (889,839 | ) | |||||
Property and equipment—net | $ | 1,748,495 | $ | 1,706,388 | |||||
Transportation equipment included $94 million of capital lease assets at December 28, 2013, and zero at December 29, 2012. Buildings and building improvements included $33 million and $32 million of capital lease assets at December 28, 2013 and December 29, 2012, respectively. Accumulated amortization of capital lease assets was $14 million and $4 million at December 28, 2013 and December 29, 2012, respectively. Interest capitalized was $2 million in 2013 and $1 million in 2012. | |||||||||
Depreciation and amortization expense of property and equipment—including amortization of capital lease assets—was $240 million, $217 million and $208 million for the fiscal years 2013, 2012 and 2011, respectively. |
GOODWILL_AND_OTHER_INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 12 Months Ended | ||||||||
Dec. 28, 2013 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
GOODWILL AND OTHER INTANGIBLES | ' | ||||||||
9 | GOODWILL AND OTHER INTANGIBLES | ||||||||
Goodwill and other intangible assets include the cost of acquired businesses in excess of the fair value of the tangible net assets recorded in connection with acquisitions. Other intangible assets include customer relationships, 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 have definite lives, so they are carried at the acquired fair value less accumulated amortization. Customer relationship intangible assets are amortized on a straight-line basis over the estimated useful lives (four to 10 years) and amortization expense was $147 million, $139 million and $135 million for the fiscal years ended 2013, 2012 and 2011, respectively. The 2013 business acquisition customer relationship intangible asset is being amortized on a straight-line basis over four years. The weighted-average remaining useful life of all customer relationship intangibles was approximately three years at December 28, 2013. Amortization of these customer relationship assets is estimated to be $150 million in 2014, $147 million in 2015, $140 million in 2016, and $63 million in 2017. The 2013 business acquisition noncompete agreement intangible asset is being amortized on a straight-line basis over five years. Amortization of this intangible asset is estimated to be $0.2 million annually through in 2017 and $0.1 million in 2018. | |||||||||
Goodwill and other intangibles, net, consisted of the following (in thousands): | |||||||||
December 28, | December 29, | ||||||||
2013 | 2012 | ||||||||
Goodwill | $ | 3,835,477 | $ | 3,833,301 | |||||
Customer relationships—amortizable: | |||||||||
Gross carrying amount | $ | 1,377,663 | $ | 1,366,056 | |||||
Accumulated amortization | (877,396 | ) | (729,403 | ) | |||||
Net carrying value | 500,267 | 636,653 | |||||||
Noncompete agreement—amortizable: | |||||||||
Gross carrying amount | 800 | — | |||||||
Accumulated amortization | (27 | ) | — | ||||||
Net carrying value | 773 | — | |||||||
Brand names and trademarks—not amortizing | 252,800 | 252,800 | |||||||
Total other intangibles—net | $ | 753,840 | $ | 889,453 | |||||
The 2013 increase in goodwill is attributable to the finalization of the purchase price of a 2012 business acquisition. The net increase in customer relationships during 2013 is attributable to the 2013 business acquisition. The noncompete agreement is related to the 2013 business acquisition. | |||||||||
We completed the annual impairment assessment for goodwill, and our portfolio of brand names and trademarks, the indefinite-lived intangible assets, on June 30, 2013, the first day of our fiscal third quarter, with no impairments noted. Our assessment used 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 single 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 | 12 Months Ended | ||||||||
Dec. 28, 2013 | |||||||||
Text Block [Abstract] | ' | ||||||||
ASSETS HELD FOR SALE | ' | ||||||||
10 | 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 made. At December 28, 2013 and December 29, 2012, $10 million and $12 million of closed facilities, respectively, were included in Assets held for sale for more than one year. | |||||||||
The changes in Assets held for sale for fiscal years 2013 and 2012 were as follows (in thousands): | |||||||||
2013 | 2012 | ||||||||
Balance at beginning of year | $ | 23,193 | $ | 30,405 | |||||
Transfers in | 4,193 | 11,804 | |||||||
Assets sold | (10,972 | ) | (16,526 | ) | |||||
Tangible asset impairment charges | (1,860 | ) | (2,490 | ) | |||||
Balance at end of the year | $ | 14,554 | $ | 23,193 | |||||
During 2013, the Company reclassified an idle facility to Assets held for sale. Additionally, it sold four facilities previously classified as Assets held for sale for net proceeds of $11 million, which approximated their carrying values. During 2012, the Company reclassified $12 million of property and equipment from three facilities closed in 2012 and one facility closed in 2011 to Assets held for sale, and sold four facilities previously classified as Assets held for sale for net proceeds of $17 million. The Company recognized a net gain on sold facilities of $1 million in 2012. | |||||||||
As discussed in Note 4—Fair Value Measurements, during 2013 and 2012, certain Assets held for sale were adjusted to equal their estimated fair value, less costs to sell. This resulted in tangible asset impairment charges of $2 million in fiscal 2013 and 2012. | |||||||||
The Consolidated balance sheet as of December 29, 2012 has been revised to separately disclose Assets held for sale. The Company concluded the effects are not material to prior periods. |
DEBT
DEBT | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
DEBT | ' | ||||||||||||
11 | DEBT | ||||||||||||
The Company’s debt consisted of the following (in thousands): | |||||||||||||
Debt Description | Contractual | Interest Rate | December 28, | December 29, | |||||||||
Maturity | at | 2013 | 2012 | ||||||||||
December 28, | |||||||||||||
2013 | |||||||||||||
ABL Facility | May 11, 2016 | 3.66% | $ | 20,000 | $ | 170,000 | |||||||
2012 ABS Facility | August 27, 2015 | 1.46 | 686,000 | 686,000 | |||||||||
Amended 2011 Term Loan | 31-Mar-19 | 4.5 | 2,094,750 | — | |||||||||
2011 Term Loan | — | — | — | 418,625 | |||||||||
Amended 2007 Term Loan | — | — | — | 1,684,086 | |||||||||
CMBS Fixed Facility | 1-Aug-17 | 6.38 | 472,391 | 472,391 | |||||||||
Senior Notes | 30-Jun-19 | 8.5 | 1,350,000 | 975,000 | |||||||||
Senior Subordinated Notes | — | — | — | 355,166 | |||||||||
Obligations under capital leases | 2019-2025 | 4.39–6.25 | 116,662 | 31,075 | |||||||||
Other debt | 2018-2031 | 5.75–9.00 | 12,359 | 12,966 | |||||||||
Total debt | 4,752,162 | 4,805,309 | |||||||||||
Add unamortized premium | 18,311 | 8,516 | |||||||||||
Less current portion of long-term debt | (35,225 | ) | (48,926 | ) | |||||||||
Long-term debt | $ | 4,735,248 | $ | 4,764,899 | |||||||||
As of December 28, 2013, $1,951 million of the total debt was at a fixed rate and $2,801 million was at a floating rate. | |||||||||||||
Principal payments to be made on outstanding debt as of December 28, 2013, were as follows (in thousands): | |||||||||||||
2014 | $ | 35,225 | |||||||||||
2015 | 727,265 | ||||||||||||
2016 | 56,857 | ||||||||||||
2017 | 510,139 | ||||||||||||
2018 | 38,684 | ||||||||||||
Thereafter | 3,383,992 | ||||||||||||
$ | 4,752,162 | ||||||||||||
Revolving Credit Agreement | |||||||||||||
The Company’s asset backed senior secured revolving loan facility (“ABL Facility”) provides for loans of up to $1,100 million, with its capacity limited by borrowing base calculations. As of December 28, 2013, the Company had $20 million of outstanding borrowings and had issued Letters of Credit totaling $293 million under the ABL Facility. Outstanding Letters of Credit included 1) $93 million issued in favor of Ahold to secure their contingent exposure under guarantees of our obligations with respect to certain leases, 2) $183 million issued in favor of certain commercial insurers securing our obligations with respect to our self-insurance program, and 3) letters of credit of $17 million for other obligations. There was available capacity on the ABL Facility of $787 million at December 28, 2013, according to the borrowing base calculation. As of December 28, 2013, on borrowings up to $75 million, the Company can periodically elect to pay interest at Prime plus 2.5% or LIBOR plus 3.5%. On borrowings in excess of $75 million, the Company can periodically elect to pay interest at Prime plus 1.25% or LIBOR plus 2.25%. 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 12 months, and re-borrowing funds under the facility, as needed. The Company expects its borrowing base capacity will exceed its ABL facility borrowing needs at all times during the next 12 months and, accordingly, it has included these borrowings in long-term debt in its Consolidated Balance Sheets at December 28, 2013. The weighted-average interest rate for the ABL Facility was 3.50% for 2013 and 3.15% for 2012. | |||||||||||||
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”). This subsidiary, in turn, grants a continuing security interest in all of its rights, title and interest in the eligible receivables to the administrative agent for the benefit of the lenders (as defined by the 2012 ABS Facility). The maximum capacity under the 2012 ABS Facility is $800 million. Borrowings under the 2012 ABS Facility were $686 million at December 28, 2013 and December 29, 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 that 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 6—Accounts Receivable Financing Program for a further description of the Company’s Accounts Receivable Financing Program. The weighted-average interest rate for the 2012 ABS Facility was 1.55% for 2013 and 1.57% for 2012. | |||||||||||||
The 2012 ABS Facility replaced the Company’s former ABS facility. See “Debt Refinancing Transactions” discussed below. | |||||||||||||
Term Loan Agreement | |||||||||||||
The Company’s senior secured term loan (“Amended 2011 Term Loan”) consisted of a senior secured term loan with outstanding borrowings of $2,095 million at December 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 at maturity. The Amended 2011 Term Loan may require mandatory repayments if certain assets are sold, or based on excess cash flow generated by the Company, as defined in the agreement. At December 28, 2013, entities affiliated with KKR held $287 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%—for all periods in 2013. | |||||||||||||
The term loan agreement was amended during 2013 and 2012. See “Debt Refinancing Transactions” discussed below. | |||||||||||||
Other Debt | |||||||||||||
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%. | |||||||||||||
The unsecured Senior Notes with outstanding principal of $1,350 million and $975 million at December 28, 2013 and December 29, 2012, respectively, bear interest at 8.5%. There was unamortized original issue premium associated with the Senior Notes issuances of $18 million and $9 million at December 28, 2013 and December 29, 2012, respectively. This is amortized as a decrease to Interest expense over the remaining life of the debt facility. As of December 28, 2013, entities affiliated with KKR held $2 million of the Company’s Senior Notes. | |||||||||||||
Effective December 19, 2013, upon consent of the note holders, the Senior Notes Indenture was amended so that the proposed Acquisition will not constitute a “Change of Control,” as defined in the Indenture. In the event of a “Change of Control,” the holders of the Senior Notes would have the right to require the Company to repurchase all or any part of their notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest to the date of repurchase. If the Acquisition is terminated under terms of the agreement—or not completed by September 8, 2015—the Senior Notes Indenture will revert to its original terms. See Note 14—Related Party Transactions for a discussion of Senior Notes Indenture amendment fees paid by Sysco, and Note 1—Proposed Acquisition by Sysco. | |||||||||||||
Obligations under capital leases consist of amounts due for transportation equipment and building leases. | |||||||||||||
Debt Refinancing Transactions | |||||||||||||
Since 2011, we have entered into a series of transactions to refinance our debt facilities and extend debt maturity dates, including the following transactions: | |||||||||||||
2013 Refinancing | |||||||||||||
• | In June 2013, the Company refinanced its term loan agreements. The aggregate principal outstanding of the 2011 Term Loan was increased to $2,100 million, and the maturity date of the loan facility was extended from March 31, 2017 to March 31, 2019. The Amended 2011 Term Loan facility refinanced an aggregate of $2,091 million in principal under the Company’s Amended 2007 Term Loan and 2011 Term Loan facilities. Continuing lenders refinanced an aggregate of $1,634 million in principal of Term Loan debt. They also purchased $371 million in principal of Term Loan debt from lenders electing not to participate in, or electing to decrease their holdings in, the Amended 2011 Term Loan facility. Additionally, the Company sold $95 million in principal of the Amended 2011 Term Loan to new lenders. | ||||||||||||
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 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. As a result, 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. | |||||||||||||
• | In January 2013, the Company redeemed the remaining $355 million in aggregate principal amount of its 11.25% Senior Subordinated Notes (“Senior Subordinated Notes”) due June 30, 2017. This was done at a price equal to 105.625% of the principal amount of the Senior Subordinated Notes, plus accrued and unpaid interest to the redemption date. An entity affiliated with CD&R held all of the redeemed Senior Subordinated Notes. To fund the redemption of these notes, the Company issued $375 million in principal amount of its Senior Notes at a price equal to 103.5% of the principal amount, for gross proceeds of $388 million. | ||||||||||||
The 2013 refinancing resulted in a loss on extinguishment of debt of $42 million. That consisted of a $20 million Senior Subordinated Notes early redemption premium, a write-off of $13 million of unamortized debt issuance costs related to the old debt facilities, and $9 million of lender fees and third party costs related to these transactions. Unamortized debt issuance costs of $6 million related to the portion of the Term Loan refinancing accounted for as a debt modification will be carried forward and amortized through March 31, 2019—the maturity date of the Amended 2011 Term Loan. | |||||||||||||
2012 Refinancing | |||||||||||||
• | In 2012, the Company entered into two transactions to amend its 2007 Term Loan, originally scheduled to mature on July 3, 2014. Holders of $1,691 million in principal of the 2007 Term Loan consented to extend the maturity date from July 3, 2014, to March 31, 2017. The Company repaid $249 million in principal of the 2007 Term Loan to lenders not consenting to extend their term loan holdings. The transactions did not require repayment and the receipt of new proceeds for the $1,691 million of extended 2007 Term Loan principal. | ||||||||||||
We performed an analysis by creditor to determine if the terms of the Amended 2007 Term Loan were substantially different from the previous facility. Continuing lenders holding a significant portion of the Amended 2007 Term Loan had terms that were substantially different from their original loan agreements. As a result, 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 2007 Term Loan had terms that were not substantially different from their original loan agreements. As a consequence, this portion of the transaction was accounted for as a debt modification as opposed to an extinguishment of debt. | |||||||||||||
• | In December 2012, the Company redeemed $166 million in principal of its Senior Subordinated Notes with proceeds from the issuance of $175 million in principal of Notes. The Senior Notes were issued at 101.5% for gross proceeds of $178 million. An entity affiliated with CD&R held all of the redeemed Senior Subordinated Notes. | ||||||||||||
• | In August 2012, the Company entered into a new ABS loan facility: the 2012 ABS Facility. The Company borrowed $686 million under the 2012 ABS Facility and used the proceeds to repay all amounts due on its previous ABS Facility. A portion of the lenders under the 2012 ABS Facility were also lenders under the previous ABS Facility. Since the terms of the 2012 ABS Facility were not substantially different from the previous facility, the portion of the 2012 ABS Facility pertaining to those continuing lenders was accounted for as a debt modification versus an extinguishment of debt. | ||||||||||||
The 2012 refinancing resulted in a loss on extinguishment of debt of $31 million. This consisted of $12 million of lender fees and third party costs related to the transactions, a write-off of $10 million of unamortized debt issuance costs related to the old debt facilities, and a $9 million Senior Subordinated Notes early redemption premium. | |||||||||||||
2011 Refinancing | |||||||||||||
In May 2011, the Company entered into a series of transactions resulting in the redemption of $1 billion in principal of its 10.25% Senior Notes due June 30, 2015 (“Old Senior Notes”). The refinancing redeemed all of the Old Senior Notes outstanding. It was funded primarily by the issuance of $400 million in principal of Senior Notes, and proceeds from the $425 million in principal issued under the 2011 Term Loan. | |||||||||||||
The redemption of the Old Senior Notes resulted in a loss on extinguishment of debt of $76 million. That included an early redemption premium of $64 million and a write-off of $12 million of unamortized debt issuance costs related to the Old Senior Notes. | |||||||||||||
Refinancing Transaction Costs | |||||||||||||
The Company incurred transaction costs of $29 million, $35 million and $30 million related to the 2013, 2012 and 2011 debt refinancing transactions, respectively. Transaction costs primarily consisted of loan fees, arrangement fees, rating agency fees and legal fees. | |||||||||||||
Security Interests | |||||||||||||
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. 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. Our obligations under the Amended 2011 Term Loan are guaranteed by security in all of the capital stock of our 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 it 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 and are not pledged as collateral under any of the Company’s debt agreements. | |||||||||||||
Restrictive Covenants | |||||||||||||
Our credit facilities, loan agreements and indentures contain customary covenants. These include, 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. Those include, without limitation, the failure to pay interest or principal when it 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 a default event occurs and continues, the principal amounts outstanding—together with all accrued unpaid interest and other amounts owed—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 its 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. This, in turn, relies on the strength of its cash flows, results of operations, economic and market conditions and other factors. |
ACCRUED_EXPENSES_AND_OTHER_LON
ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Payables And Accruals [Abstract] | ' | ||||||||||||
ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES | ' | ||||||||||||
12 | ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES | ||||||||||||
Accrued expenses and other long-term liabilities consisted of the following (in thousands): | |||||||||||||
December 28, | December 29, | ||||||||||||
2013 | 2012 | ||||||||||||
Accrued expenses and other current liabilities: | |||||||||||||
Salary, wages and bonus expenses | $ | 110,427 | $ | 60,855 | |||||||||
Operating expenses | 61,500 | 66,795 | |||||||||||
Workers’ compensation, general liability and fleet liability | 42,204 | 44,868 | |||||||||||
Group medical liability | 20,379 | 21,701 | |||||||||||
Customer rebates and other selling expenses | 63,038 | 60,598 | |||||||||||
Restructuring | 13,184 | 11,696 | |||||||||||
Property and sales tax | 22,526 | 20,790 | |||||||||||
Interest payable | 70,702 | 79,951 | |||||||||||
Interest rate swap derivative | — | 2,034 | |||||||||||
Other | 19,675 | 19,018 | |||||||||||
Total accrued expenses and other current liabilities | $ | 423,635 | $ | 388,306 | |||||||||
Other long-term liabilities: | |||||||||||||
Workers’ compensation, general liability and fleet liability | $ | 111,364 | $ | 114,601 | |||||||||
Accrued pension and other postretirement benefit obligations | 100,393 | 239,549 | |||||||||||
Restructuring | 58,034 | 65,602 | |||||||||||
Unfunded lease obligation | 33,404 | 28,371 | |||||||||||
Other | 31,613 | 31,519 | |||||||||||
Total Other long-term liabilities | $ | 334,808 | $ | 479,642 | |||||||||
Self-Insured Liabilities—The Company has a self-insurance program for general liability, fleet liability and workers’ compensation claims. Claims in excess of certain levels are fully insured. The self-insurance liabilities, included in the table above under “Workers’ compensation, general liability and fleet liability,” are recorded at discounted present value. This table summarizes self-insurance liability activity for the last three fiscal years (in thousands): | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Balance at beginning of the year | $ | 159,469 | $ | 175,891 | $ | 187,694 | |||||||
Charged to costs and expenses | 56,526 | 37,763 | 46,127 | ||||||||||
Payments | (62,427 | ) | (54,185 | ) | (57,930 | ) | |||||||
Balance at end of the year | $ | 153,568 | $ | 159,469 | $ | 175,891 | |||||||
RESTRUCTURING_AND_TANGIBLE_ASS
RESTRUCTURING AND TANGIBLE ASSET IMPAIRMENT CHARGES | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Restructuring And Related Activities [Abstract] | ' | ||||||||||||
RESTRUCTURING AND TANGIBLE ASSET IMPAIRMENT CHARGES | ' | ||||||||||||
13 | RESTRUCTURING AND TANGIBLE ASSET IMPAIRMENT CHARGES | ||||||||||||
The Company periodically closes distribution facilities, because it has built new ones or consolidated operations. Additionally, as part of its ongoing efforts to reduce costs and improve operating efficiencies, the Company continues to implement its plan to migrate from a decentralized to a functionalized organization, with more processes and technologies standardized and centralized across the Company. During all periods presented, the Company incurred restructuring costs as a result of these activities. | |||||||||||||
2013 Activities—During 2013, the Company recognized Restructuring and tangible asset impairment charges of $8 million. The Company announced the closing of three distribution facilities that ceased operations in 2014. These actions resulted in $4 million of severance and related costs. Also 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. In addition, the Company incurred $2 million of other severance costs, including $1 million for a multiemployer pension withdrawal liability. | |||||||||||||
2012 Activities—During 2012, the Company recognized Restructuring and tangible asset impairment charges of $9 million. The Company announced the closing of four facilities, including three distribution facilities and one administrative support facility. The closed facilities ceased operations in 2012 and were consolidated into other Company locations. The closing of the four facilities resulted in $5 million of tangible asset impairment charges to property and equipment, and minimal severance and related costs. | |||||||||||||
During 2012, the Company recognized $3 million of net severance and related costs for initiatives to reorganize our business along functional lines and optimize processes and systems. Also, 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. Additionally, the Company reversed $2 million of liabilities for unused leased facilities. | |||||||||||||
2011 Activities—During 2011, the Company announced the closing of four distribution facilities and recognized Restructuring and tangible asset impairment charges of $72 million. Three of the facilities ceased operations in 2011 and the other facility ceases operating in 2012. One facility was closed due to construction of a new facility, and the operations of the remaining three closed facilities were consolidated into other Company facilities. These actions resulted in $45 million of severance and related costs, including a $40 million multiemployer pension withdrawal charge, and $7 million of tangible asset impairment charges. The Company also recognized $17 million of severance and related costs, primarily for the reorganization and centralization of various functional areas—including finance, human resources, replenishment and category management—plus $1 million of facility closing costs. Additionally, certain other Assets held for sale were adjusted to equal their estimated fair value, less costs to sell, which resulted in tangible asset impairment charges of $2 million. | |||||||||||||
Changes in the restructuring liabilities for the last three fiscal years were as follows (in thousands): | |||||||||||||
Severance | Facility | Total | |||||||||||
and Related | Closing | ||||||||||||
Costs | Costs | ||||||||||||
Balance at January 1, 2011 | $ | 42,365 | $ | 6,505 | $ | 48,870 | |||||||
Current period charges | 64,302 | 1,135 | 65,437 | ||||||||||
Change in estimate | (2,445 | ) | (360 | ) | (2,805 | ) | |||||||
Payments and usage—net of accretion | (18,822 | ) | (1,687 | ) | (20,509 | ) | |||||||
Balance at December 31, 2011 | 85,400 | 5,593 | 90,993 | ||||||||||
Current period charges | 4,703 | 51 | 4,754 | ||||||||||
Change in estimate | (1,575 | ) | (1,786 | ) | (3,361 | ) | |||||||
Payments and usage—net of accretion | (14,407 | ) | (681 | ) | (15,088 | ) | |||||||
Balance at December 29, 2012 | 74,121 | 3,177 | 77,298 | ||||||||||
Current period charges | 7,308 | 328 | 7,636 | ||||||||||
Change in estimate | (480 | ) | (630 | ) | (1,110 | ) | |||||||
Payments and usage—net of accretion | (11,877 | ) | (729 | ) | (12,606 | ) | |||||||
Balance at December 28, 2013 | $ | 69,072 | $ | 2,146 | $ | 71,218 | |||||||
This is a summary of the restructuring and tangible asset impairment charges for the last three fiscal years (in thousands): | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Severance and related costs | $ | 6,828 | $ | 3,128 | $ | 61,857 | |||||||
Facility closing costs | (302 | ) | (1,735 | ) | 775 | ||||||||
Tangible asset impairment charges | 1,860 | 7,530 | 9,260 | ||||||||||
Total | $ | 8,386 | $ | 8,923 | $ | 71,892 | |||||||
The $69 million of restructuring liabilities as of December 28, 2013, for severance and related costs included $60 million of multiemployer pension withdrawal liabilities related to closed facilities. This is payable in monthly installments through 2031 at effective interest rates of 5.9% to 6.7%. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended | |
Dec. 28, 2013 | ||
Related Party Transactions [Abstract] | ' | |
RELATED PARTY TRANSACTIONS | ' | |
14 | RELATED PARTY TRANSACTIONS | |
The Company pays a monthly management fee of $0.8 million to investment funds associated with or designated by the Sponsors. For each of the fiscal years 2013, 2012 and 2011, the Company recorded $10 million in management fees and related expenses reported as Distribution, selling and administrative costs in the Consolidated Statements of Comprehensive Income (Loss). Entities affiliated with KKR received transaction fees of $2 million and $3 million, respectively, for services related to the 2013 and the 2012 debt refinancing transactions. During the fiscal years 2013, 2012 and 2011, the Company purchased $12 million, $19 million and $2 million of food products, respectively, from an affiliate of one of its Sponsors. At December 28, 2013 and December 29, 2012, $0.2 million and $1 million, respectively, were due to this affiliate. | ||
As discussed in Note 11—Debt, entities affiliated with the Sponsors hold various positions in some of our debt facilities and participated in our 2013 and 2012 refinancing transactions. At December 28, 2013, and December 29, 2012, entities affiliated with KKR held $289 million and $381 million, respectively in aggregate principal of the Company’s debt facilities. At December 29, 2012, entities affiliated with CD&R held $355 million in aggregate principal of the Company’s Senior Subordinated Notes, which were redeemed in January 2013. At December 28, 2013, entities affiliated with CD&R had no holdings of the Company’s debt facilities. | ||
Also as discussed in Note 11—Debt, upon consent of the noteholders, the Senior Note Indenture was amended so that the proposed Acquisition by Sysco will not constitute a “Change of Control,” that would have granted the holders of the Senior Notes the right to require the Company to repurchase all or any part of their notes at a premium equal to 101% of the principal amount, plus accrued and unpaid interest. Sysco paid $3.4 million in consent fees to the holders of the Senior Notes in December 2013 on behalf of the Company and agreed to pay related transaction costs and fees incurred by the Company. At December 28, 2013, the Company had accrued a $0.3 million liability for transaction costs and fees and a related receivable of $0.3 million from Sysco. |
SHAREBASED_COMPENSATION_AND_US
SHARE-BASED COMPENSATION AND USF HOLDING CORP. COMMON STOCK ISSUANCES (Restricted Stock Units (RSUs) [Member]) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ' | ||||||||||||||||||||||||
SHARE-BASED COMPENSATION AND USF HOLDING CORP. COMMON STOCK ISSUANCES | ' | ||||||||||||||||||||||||
15 | SHARE-BASED COMPENSATION AND USF HOLDING CORP. COMMON STOCK ISSUANCES | ||||||||||||||||||||||||
The Stock Incentive Plan, as amended (“Stock Incentive Plan”) provides for the sale of USF Holding Corp. common stock to US Foods’ named executive officers and other key employees and directors. It also grants 1) stock options to purchase shares of common stock, 2) stock appreciation rights, and 3) restricted stock and restricted stock units of USF Holding Corp. to certain individuals. The Board of Directors of USF Holding Corp., or the Compensation Committee of the Board of USF Holding Corp., is authorized to select the officers, employees and directors eligible to participate in the Stock Incentive Plan. Either the USF Holding Corp. board of directors or the Compensation Committee may determine the specific number of shares to be offered, or options, stock appreciation rights or restricted stock to be granted to an employee or director. | |||||||||||||||||||||||||
In May 2013, the Stock Incentive Plan was amended to, among other things, increase the number of shares of common stock of USF Holding Corp. available for grant—from approximately 31.5 million shares to approximately 53.2 million shares. | |||||||||||||||||||||||||
The Company measures compensation expense for share-based equity awards at fair value at the date of grant, and it recognizes compensation expense over the service period for share-based awards expected to vest. Total compensation expense related to share-based payment arrangements was $8 million, $4 million and $15 million for fiscal years 2013, 2012 and 2011, respectively. No share-based compensation cost was capitalized as part of the cost of an asset during those years. The total income tax benefit recorded in the Consolidated Statement of Comprehensive Income (Loss) was $3 million, $1 million, and $6 million during fiscal years 2013, 2012 and 2011, respectively. | |||||||||||||||||||||||||
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. Each participant in the Stock Incentive Plan has the right to require the Company to repurchase all of his or her restricted shares or shares issued or issuable pursuant to their awards in the event of a termination of employment due to death or disability. The Company also has the right—but not the obligation—to require employees to sell purchased shares back to the Company when they leave employment. | |||||||||||||||||||||||||
Generally, instruments with put rights upon death or disability are classified as equity awards until such puttable conditions become probable (i.e. upon termination due to death or disability). Once an award meets the puttable conditions, it is accounted for as an award modification and is required to be liability-classified. The Company records an incremental expense measured as the excess, if any, of the fair value of the modified award over the amount previously recognized when the award retained equity classification. These liability awards are remeasured at their fair market value as of each reporting period through the date of settlement, which is generally the first fiscal quarter following termination. Management concluded that the modifications during the current fiscal year did not have a material impact to compensation costs. | |||||||||||||||||||||||||
As discussed in Note 1—Proposed Acquisition by Sysco, the Acquisition will constitute a “Change of Control” under the Stock Incentive Plan, which will accelerate vesting of all stock options, equity appreciation rights, restricted stock, and restricted stock units. | |||||||||||||||||||||||||
USF Holding Corp. Common Stock Issuances—Certain US Foods employees have purchased shares of USF Holding Corp. common stock, pursuant to a management stockholder’s agreement associated with the Stock Incentive Plan. These shares are subject to the terms and conditions (including certain restrictions) of each management stockholder’s agreement, other documents signed at the time of purchase, as well as transfer limitations under the applicable law. The Company measures fair value of USF Holding Corp. shares on a quarterly basis, using the combination of a market approach and an income approach. The share price determined for a particular quarter end is the price at which employee purchases and company repurchases are made for the following quarter. In 2013, employees bought stock at $6.00 per share. The shares were purchased by employees in 2012 at prices of $5.00 to $6.00 per share. In 2011, employees bought stock at $5.00 and $5.50 per share. | |||||||||||||||||||||||||
The related shares and net proceeds—including loan activity and share costs—of the employee share purchases, which were contributed to the Company by USF Holding Corp. in fiscal year 2013, were as follows (in thousands): | |||||||||||||||||||||||||
Stock Incentive Plan—Employee Shares | Number of | Net Proceeds | |||||||||||||||||||||||
Shares | Contributed | ||||||||||||||||||||||||
Issued and outstanding at December 29, 2012 | 6,785 | $ | 31,922 | ||||||||||||||||||||||
Issued | 296 | 1,850 | |||||||||||||||||||||||
Repurchased | (1,044 | ) | (5,399 | ) | |||||||||||||||||||||
Outstanding at December 28, 2013 | 6,037 | $ | 28,373 | ||||||||||||||||||||||
Stock Option Awards—The Company granted to certain employees Time Options and Performance Options (collectively the “Options”) to purchase common shares of USF Holding Corp. These Options are subject to the restrictions set forth in the Stock Option Agreements. Shares purchased pursuant to option exercises would be governed by the restrictions in the Stock Incentive Plan and management stockholder’s agreements. | |||||||||||||||||||||||||
The Time Options vest and become exercisable ratably over periods of four to five years. This happens either on the anniversary date of the grant or the last day of each fiscal year, beginning with the fiscal year issued. | |||||||||||||||||||||||||
The Performance Options also vest and become exercisable ratably over four to five years, on the last day of each fiscal year (beginning with the fiscal year issued), provided that the Company achieves an annual operating performance target as defined in the applicable stock option agreements (“Stock Option Agreements”). The Stock Option Agreements also provide for “catch-up vesting” of the Performance Options, if an annual operating performance target is not achieved, but a cumulative operating performance target is achieved. During 2012, the Company changed its policy for granting Performance Options. The award agreements no longer included performance targets for all years covered by the agreement. Instead, the Company established annual and cumulative targets for each year at the beginning of each respective fiscal year. In this case, the grant date under GAAP is not determined until the performance target for the related options is known. The Company did not achieve either the annual or the cumulative operating performance target for 2013, and accordingly, did not record a compensation charge for the 2013 Performance Options. The 2012 performance target was modified in 2013, and the Company recorded a compensation charge of $2 million in 2013 for 2012. The Company achieved the annual operating performance target in 2011 and recorded a compensation charge for the 2011 Performance Options. | |||||||||||||||||||||||||
The Options are nonqualified options, with exercise prices equal to the estimated value of a share of USF Holdings Corp. stock at the date of the grant. The Options have exercise prices of $4.50 to $6.00 per share and generally have a 10-year life. The fair value of each option award is estimated as of the date of grant using a Black-Scholes option-pricing model. | |||||||||||||||||||||||||
The weighted-average assumptions for options granted for the last three fiscal years are included in the following table: | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
Expected volatility | 35 | % | 35 | % | 30 | % | |||||||||||||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | |||||||||||||||||||
Risk-free rate | 1 | % | 0.9 | % | 1.2 | % | |||||||||||||||||||
Expected term (in years) 10-year options | 6.3 | 6.7 | 6.5 | ||||||||||||||||||||||
Expected volatility is calculated based on the historical volatility of public companies similar to USF Holding Corp. The risk-free interest rate is the implied zero-coupon yield for U.S. Treasury securities having a maturity approximately equal to the expected term, as of the grant dates. The assumed dividend yield is zero, because we have not historically paid dividends and do not have any current plans to pay dividends. Due to a lack of relevant historical data, the simplified approach was used to determine the expected term of the options. The summary of options outstanding and changes during fiscal year 2013 presented below is based on the Company’s determination of legally outstanding option awards. | |||||||||||||||||||||||||
Time | Performance | Total | Weighted- | Weighted- | Weighted - | ||||||||||||||||||||
Options | Options | Options | Average | Average | Average | ||||||||||||||||||||
Fair | Exercise | Remaining | |||||||||||||||||||||||
Value | Price | Contractual | |||||||||||||||||||||||
Years | |||||||||||||||||||||||||
Outstanding at December 29, 2012 | 10,600,578 | 10,600,578 | 21,201,156 | $ | 2.03 | $ | 4.93 | ||||||||||||||||||
Granted | 3,488,216 | 3,488,216 | 6,976,432 | $ | 2.22 | $ | 6 | ||||||||||||||||||
Exercised | (1,233,972 | ) | (1,233,972 | ) | (2,467,944 | ) | $ | 2.14 | $ | 4.98 | |||||||||||||||
Forfeited | (455,267 | ) | (455,267 | ) | (910,534 | ) | $ | 1.98 | $ | 5.6 | |||||||||||||||
Outstanding at December 28, 2013 | 12,399,555 | 12,399,555 | 24,799,110 | $ | 2.04 | $ | 5.2 | 7 | |||||||||||||||||
Vested and exercisable at December 28, 2013 | 8,099,665 | 6,645,413 | 14,745,078 | $ | 2.04 | $ | 4.93 | 7 | |||||||||||||||||
As described earlier, under GAAP, the performance target for Performance Options must be set for a grant date to have occurred and for the Performance Options to be considered for accounting recognition. In the above table, only 1.9 million of Performance Options issued, only 0.1 million Performance Options forfeited in 2013, and 8.4 million of Performance Options outstanding at December 28, 2013 have had performance targets set. Only 7.7 million of outstanding Performance Options had performance targets set as of December 29, 2012. Exercised Performance Options during 2013 would have been unchanged. If a change in control were to occur and specified returns achieved by our Sponsors, or at the discretion of the Sponsors, all options shown in the table above, including options for which performance targets were not yet set, would immediately vest. | |||||||||||||||||||||||||
The weighted-average grant date fair value of options granted in 2013, 2012 and 2011 was $2.22, $2.05 and $1.75, respectively. In fiscal years 2013, 2012 and 2011, the Company recorded $4 million, $2 million and $14 million, respectively, in compensation expense related to the Options. The stock compensation expense—representing the fair value of stock options vested during the year—is reflected in our Consolidated Statements of Comprehensive Income (Loss) in Distribution, selling and administrative costs. During 2013, 1,233,972 Time Options and 1,233,972 Performance Options were exercised by terminating employees for a cash outflow of $2 million, representing the excess of fair value over exercise price. During 2012, 425,550 Time Options and 425,550 Performance Options were exercised by terminating employees for a cash outflow of $0.9 million, representing the excess of fair value over exercise price. During 2011, 131,000 Time Options and 131,000 Performance Options were exercised by terminating employees for a cash outflow of $0.1 million, representing the excess of fair value over exercise price. | |||||||||||||||||||||||||
Based on the table above, as of December 28, 2013, there was $21 million of total unrecognized compensation costs related to 10 million nonvested options expected to vest under the Stock Option Agreements. That cost is expected to be recognized over a weighted-average period of three years. As of December 28, 2013, there was $12 million of total unrecognized compensation costs related to 6.5 million nonvested options expected to vest under the Stock Option Agreements for which performance targets were set. That cost is expected to be recognized over a weighted-average period of three years. | |||||||||||||||||||||||||
Restricted Shares—Certain employees of the Company received 375,001, 481,702 and 251,111 Restricted Shares of USF Holding Corp in 2013, 2012 and 2011, respectively. (“Restricted Shares”). These shares were granted under the Stock Incentive Plan. Restricted Shares vest and become exercisable ratably over periods of primarily two to five years. | |||||||||||||||||||||||||
The summary of nonvested Restricted Shares outstanding and changes during fiscal year 2013 is presented below: | |||||||||||||||||||||||||
Restricted | Weighted- | ||||||||||||||||||||||||
Shares | Average | ||||||||||||||||||||||||
Fair | |||||||||||||||||||||||||
Value | |||||||||||||||||||||||||
Nonvested at December 29, 2012 | 592,843 | $ | 6 | ||||||||||||||||||||||
Granted | 375,001 | 6 | |||||||||||||||||||||||
Vested | (459,010 | ) | 6 | ||||||||||||||||||||||
Forfeited | (136,070 | ) | 6 | ||||||||||||||||||||||
Nonvested at December 28, 2013 | 372,764 | $ | 6 | ||||||||||||||||||||||
The weighted-average grant date fair values for Restricted Shares granted in 2013, 2012 and 2011 were $6.00, $6.00 and $5.50, respectively. Expense of $3 million, $2 million and $1 million related to the Restricted Shares was recorded in Distribution, selling and administrative costs during fiscal 2013, 2012 and 2011, respectively. At December 28, 2013, there was $2 million of unrecognized compensation cost related to the Restricted Shares that we expect to recognize over a weighted-average period of three years. | |||||||||||||||||||||||||
Restricted Stock Units—In 2013, certain employees of the Company received Time Restricted Stock Units and Performance Restricted Stock Units of USF Holding Corp. (collectively the “RSUs”) granted pursuant to the Stock Incentive Plan. Time RSUs vest and become exercisable ratably over four years, starting on the anniversary date of grant. Performance RSUs vest and become exercisable over four years on the last day of each fiscal year, beginning with the fiscal year issued, provided that the Company achieves an annual operating performance target as defined in the applicable restricted stock unit agreements (“Restricted Stock Unit Agreements”). The Restricted Stock Unit Agreements also provide for “catch-up vesting” of the Performance RSU’s if an annual operating performance target is not achieved, but a cumulative operating performance target is achieved. Similar to options, the RSU award agreements do not include performance targets for all years covered by the agreement. Instead, the Company established annual targets for each year at the beginning of each fiscal year. In this case, the grant date under GAAP is not determined until the performance target for the related Performance RSU is known. The Company did not achieve the annual operating performance target for 2013 and, accordingly, did not record a compensation charge for the Performance RSU’s in 2013. Prior to 2013, there were no RSUs issued or outstanding under the Stock Incentive Plan. | |||||||||||||||||||||||||
The summary of nonvested Restricted Stock Units as of December 28, 2013, and changes during the fiscal year then ended presented below is based on the Company’s determination of legally outstanding RSUs. | |||||||||||||||||||||||||
Time | Performance | Total | Weighted- | ||||||||||||||||||||||
Restricted | Restricted | Restricted | Average | ||||||||||||||||||||||
Stock Units | Stock Units | Stock Units | Fair | ||||||||||||||||||||||
Value | |||||||||||||||||||||||||
Nonvested at December 29, 2012 | — | — | — | $ | — | ||||||||||||||||||||
Granted | 1,330,311 | 1,163,644 | 2,493,955 | 6 | |||||||||||||||||||||
Vested | — | — | — | ||||||||||||||||||||||
Forfeited | (65,728 | ) | (65,728 | ) | (131,456 | ) | 6 | ||||||||||||||||||
Nonvested at December 28, 2013 | 1,264,583 | 1,097,916 | 2,362,499 | $ | 6 | ||||||||||||||||||||
As described above, for accounting purposes, the performance targets for Performance RSUs must be set for a grant to have occurred and for Performance Options to be considered for accounting recognition. In the above table, only 0.3 million of performance RSUs issued during 2013 and only 0.2 million of nonvested Performance RSUs outstanding at December 28, 2013 have had a performance target set. All of the Performance RSUs forfeited in 2013 had performance targets set. These differences have no impact on the stock compensation expense recorded. If a change in control were to occur, and specified returns were achieved by our Sponsors or at the discretion of our Sponsors, all options shown in the table above, including Performance RSUs for which targets have not yet been set, would immediately vest. | |||||||||||||||||||||||||
The weighted-average grant date fair values for Restricted Stock Units granted in 2013 was $6.00. Expense of $1 million related to the Time Restricted Stock Units was recorded in Distribution, selling and administrative costs during 2013. Based on the table above, at December 28, 2013, there was $14 million of unrecognized compensation cost related to 2.4 million Restricted Stock Units that we expect to recognize over a weighted-average period of three years. As of December 28, 2013, there was $5 million of total unrecognized compensation cost related to 0.9 million nonvested RSUs for which performance targets were set. That cost is expected to be recognized over a weighted-average period of three years. | |||||||||||||||||||||||||
Equity Appreciation Rights—The Company has an Equity Appreciation Rights (“EAR”) Plan for certain employees. Each EAR represents one phantom share of USF Holding Corp. common stock. The EARs become vested and payable, primarily, at the time of a qualified public offering of equity shares or a change in control. EARs are forfeited upon termination of the participant’s employment with the Company. The EARs will be settled in cash upon vesting and, accordingly, are considered liability instruments. No EARs were granted during 2013. As of December 28, 2013, there were a total of 1,723,600 EARs outstanding with a weighted average exercise price of $4.99 per share. | |||||||||||||||||||||||||
As the EARs are liability instruments, the fair value of the awards is re-measured each reporting period until the award is settled. Since vesting is contingent upon performance conditions currently not considered probable, no compensation costs have been recorded to date for the EARs. | |||||||||||||||||||||||||
LEASES
LEASES | 12 Months Ended | ||||||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||||||
Leases [Abstract] | ' | ||||||||||||||||||||
LEASES | ' | ||||||||||||||||||||
16 | LEASES | ||||||||||||||||||||
The Company leases various warehouse and office facilities and certain equipment under operating and capital lease agreements that expire at various dates and in some instances contain renewal provisions. The Company expenses operating lease costs, including any scheduled rent increases, rent holidays or landlord concessions—on a straight-line basis over the lease term. The Company also has an unfunded lease obligation on its Perth Amboy, New Jersey distribution facility through 2023. | |||||||||||||||||||||
Future minimum lease payments under the above mentioned noncancelable lease agreements, together with contractual sublease income, as of December 28, 2013, are as follows (in thousands): | |||||||||||||||||||||
Unfunded Lease | Capital | Operating | Sublease | Net | |||||||||||||||||
Obligation | Leases | Leases | Income | ||||||||||||||||||
2014 | $ | 4,172 | $ | 23,561 | $ | 34,690 | $ | (2,136 | ) | $ | 60,287 | ||||||||||
2015 | 4,172 | 24,339 | 30,155 | (2,044 | ) | 56,622 | |||||||||||||||
2016 | 4,269 | 25,186 | 26,310 | (1,351 | ) | 54,414 | |||||||||||||||
2017 | 4,269 | 26,075 | 21,769 | (720 | ) | 51,393 | |||||||||||||||
2018 | 4,269 | 27,008 | 19,245 | (5 | ) | 50,517 | |||||||||||||||
Thereafter | 23,900 | 58,620 | 68,901 | — | 151,421 | ||||||||||||||||
Total minimum lease payments (receipts) | 45,051 | 184,789 | $ | 201,070 | $ | (6,256 | ) | $ | 424,654 | ||||||||||||
Less amount representing interest | (14,234 | ) | (68,127 | ) | |||||||||||||||||
Present value of minimum lease payments | $ | 30,817 | $ | 116,662 | |||||||||||||||||
Total lease expense, included in Distribution, selling and administrative costs in the Company’s Consolidated Statements of Comprehensive Income (Loss), for operating leases for the fiscal 2013, 2012 and 2011, was $44 million, $50 million and $54 million, respectively. |
RETIREMENT_PLANS
RETIREMENT PLANS | 12 Months Ended | ||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||
Compensation And Retirement Disclosure [Abstract] | ' | ||||||||||||||||
RETIREMENT PLANS | ' | ||||||||||||||||
17 | RETIREMENT PLANS | ||||||||||||||||
The Company has defined benefit and defined contribution retirement plans for its employees. We also contribute to various multiemployer plans under collective bargaining agreements, and provide certain health care benefits to eligible retirees and their dependents. | |||||||||||||||||
Company Sponsored Defined Benefit Plans—The Company maintains several qualified retirement plans and a nonqualified retirement plan (“Retirement Plans”) that pay benefits to certain employees at retirement, using formulas based on a participant’s years of service and compensation. In addition, the Company maintains a postemployment health and welfare plan for certain employees, of which components are included in the tables below under Other postretirement plans. Amounts related to defined benefit plans recognized in the consolidated financial statements are determined on an actuarial basis. | |||||||||||||||||
The components of net pension and other postretirement benefit costs for the last three fiscal years were as follows (in thousands): | |||||||||||||||||
Pension Benefits | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Components of net periodic pension cost: | |||||||||||||||||
Service cost | $ | 32,773 | $ | 25,819 | $ | 22,405 | |||||||||||
Interest cost | 33,707 | 38,404 | 36,013 | ||||||||||||||
Expected return on plan assets | (42,036 | ) | (41,621 | ) | (38,295 | ) | |||||||||||
Amortization of prior service cost | 198 | 102 | 102 | ||||||||||||||
Amortization of net loss | 13,288 | 14,572 | 11,541 | ||||||||||||||
Settlements | 1,778 | 17,840 | — | ||||||||||||||
Net periodic pension costs | $ | 39,708 | $ | 55,116 | $ | 31,766 | |||||||||||
Other Postretirement Plans | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Components of net periodic postretirement benefit costs: | |||||||||||||||||
Service cost | $ | 153 | $ | 140 | $ | 138 | |||||||||||
Interest cost | 431 | 512 | 546 | ||||||||||||||
Amortization of net loss | 112 | 34 | 44 | ||||||||||||||
Net periodic other post-retirement benefit costs | $ | 696 | $ | 686 | $ | 728 | |||||||||||
Net period pension expense for fiscal years 2013, 2012, and 2011 includes $2 million, $18 million, and zero, respectively, of settlement charges resulting from lump-sum payments to former employees participating in several Company sponsored pension plans. There were no settlements in fiscal 2011. | |||||||||||||||||
Changes in plan assets and benefit obligations recorded in Other comprehensive income (loss) for pension and Other postretirement benefits for the last three fiscal years were as follows (in thousands): | |||||||||||||||||
Pension Benefits | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Changes recognized in other comprehensive loss: | |||||||||||||||||
Actuarial gain (loss) | $ | 112,816 | $ | (54,059 | ) | $ | (41,101 | ) | |||||||||
Prior service cost | — | (620 | ) | — | |||||||||||||
Amortization of prior service cost | 198 | 102 | 102 | ||||||||||||||
Amortization of net loss | 13,288 | 14,572 | 11,541 | ||||||||||||||
Settlements | 1,778 | 17,840 | — | ||||||||||||||
Net amount recognized | $ | 128,080 | $ | (22,165 | ) | $ | (29,458 | ) | |||||||||
Other Postretirement Plans | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Changes recognized in other comprehensive loss: | |||||||||||||||||
Actuarial gain (loss) | $ | 2,198 | $ | (661 | ) | $ | 449 | ||||||||||
Amortization of net loss | 112 | 34 | 44 | ||||||||||||||
Net amount recognized | $ | 2,310 | $ | (627 | ) | $ | 493 | ||||||||||
The funded status of the defined benefit plans for the last three fiscal years was as follows (in thousands): | |||||||||||||||||
Pension Benefits | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Change in benefit obligation: | |||||||||||||||||
Benefit obligation at beginning of period | $ | 795,989 | $ | 762,771 | $ | 676,048 | |||||||||||
Service cost | 32,773 | 25,819 | 22,405 | ||||||||||||||
Interest cost | 33,707 | 38,404 | 36,013 | ||||||||||||||
Actuarial (gain) loss | (98,962 | ) | 82,840 | 52,900 | |||||||||||||
Plan amendments | — | 620 | — | ||||||||||||||
Settlements | (13,186 | ) | (68,627 | ) | (225 | ) | |||||||||||
Benefit disbursements | (16,569 | ) | (45,838 | ) | (24,370 | ) | |||||||||||
Benefit obligation at end of period | 733,752 | 795,989 | 762,771 | ||||||||||||||
Change in plan assets: | |||||||||||||||||
Fair value of plan assets at beginning of period | 566,768 | 564,651 | 502,947 | ||||||||||||||
Return on plan assets | 55,890 | 70,403 | 50,094 | ||||||||||||||
Employer contribution | 48,846 | 46,179 | 36,205 | ||||||||||||||
Settlements | (13,186 | ) | (68,627 | ) | (225 | ) | |||||||||||
Benefit disbursements | (16,569 | ) | (45,838 | ) | (24,370 | ) | |||||||||||
Fair value of plan assets at end of period | 641,749 | 566,768 | 564,651 | ||||||||||||||
Net amount recognized | $ | (92,003 | ) | $ | (229,221 | ) | $ | (198,120 | ) | ||||||||
Other Postretirement Plans | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Change in benefit obligation: | |||||||||||||||||
Benefit obligation at beginning of period | $ | 11,357 | $ | 10,653 | $ | 11,065 | |||||||||||
Service cost | 153 | 140 | 138 | ||||||||||||||
Interest cost | 431 | 512 | 546 | ||||||||||||||
Employee contributions | 219 | 297 | 411 | ||||||||||||||
Actuarial (gain) loss | (2,198 | ) | 661 | (449 | ) | ||||||||||||
Benefit disbursements | (587 | ) | (906 | ) | (1,058 | ) | |||||||||||
Benefit obligation at end of period | 9,375 | 11,357 | 10,653 | ||||||||||||||
Change in plan assets: | |||||||||||||||||
Fair value of plan assets at beginning of period | — | — | — | ||||||||||||||
Employer contribution | 369 | 609 | 647 | ||||||||||||||
Employee contributions | 219 | 297 | 411 | ||||||||||||||
Benefit disbursements | (587 | ) | (906 | ) | (1,058 | ) | |||||||||||
Fair value of plan assets at end of period | — | — | — | ||||||||||||||
Net amount recognized | $ | (9,375 | ) | $ | (11,357 | ) | $ | (10,653 | ) | ||||||||
Pension Benefits | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Amounts recognized in the consolidated balance sheets consist of the following: | |||||||||||||||||
Accrued benefit obligation—current | $ | (401 | ) | $ | (401 | ) | $ | (332 | ) | ||||||||
Accrued benefit obligation—noncurrent | (91,602 | ) | (228,820 | ) | (197,788 | ) | |||||||||||
Net amount recognized in the consolidated balance sheets | $ | (92,003 | ) | $ | (229,221 | ) | $ | (198,120 | ) | ||||||||
Amounts recognized in accumulated other comprehensive income (loss) consist of the following: | |||||||||||||||||
Prior service cost | $ | (832 | ) | $ | (1,030 | ) | $ | (513 | ) | ||||||||
Net loss | (75,765 | ) | (203,647 | ) | (181,999 | ) | |||||||||||
Net gain (loss) recognized in accumulated other comprehensive loss | $ | (76,597 | ) | $ | (204,677 | ) | $ | (182,512 | ) | ||||||||
Additional information: | |||||||||||||||||
Accumulated benefit obligation | $ | 679,225 | $ | 733,626 | $ | 721,874 | |||||||||||
Unfunded accrued pension cost | (15,406 | ) | (24,544 | ) | (15,608 | ) | |||||||||||
Other Postretirement Plans | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Amounts recognized in the consolidated balance sheets consist of the following: | |||||||||||||||||
Accrued benefit obligation—current | $ | (583 | ) | $ | (628 | ) | $ | (630 | ) | ||||||||
Accrued benefit obligation—noncurrent | (8,792 | ) | (10,729 | ) | (10,023 | ) | |||||||||||
Net amount recognized in the consolidated balance sheets | $ | (9,375 | ) | $ | (11,357 | ) | $ | (10,653 | ) | ||||||||
Amounts recognized in accumulated other comprehensive income (loss) consist of the following: | |||||||||||||||||
Net gain (loss) | $ | 1,247 | $ | (1,063 | ) | $ | (436 | ) | |||||||||
Net gain (loss) recognized in accumulated other comprehensive income (loss) | $ | 1,247 | $ | (1,063 | ) | $ | (436 | ) | |||||||||
Additional information—unfunded accrued benefit cost | $ | (10,622 | ) | $ | (10,294 | ) | $ | (10,217 | ) | ||||||||
Pension | Other | ||||||||||||||||
Benefits | Postretirement | ||||||||||||||||
Benefits | |||||||||||||||||
Amounts expected to be amortized from accumulated other comprehensive loss in the next fiscal year: | |||||||||||||||||
Net loss | $ | 2,148 | $ | 71 | |||||||||||||
Prior service cost | 198 | — | |||||||||||||||
Net expected to be amortized | $ | 2,346 | $ | 71 | |||||||||||||
Weighted average assumptions used to determine benefit obligations at period-end and net pension costs for the last three fiscal years were as follows: | |||||||||||||||||
Pension Benefits | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Benefit obligation: | |||||||||||||||||
Discount rate | 5.19 | % | 4.29 | % | 5.08 | % | |||||||||||
Annual compensation increase | 3.6 | % | 3.6 | % | 4 | % | |||||||||||
Net cost: | |||||||||||||||||
Discount rate | 4.29 | % | 5.08 | % | 5.38 | % | |||||||||||
Expected return on plan assets | 7.25 | % | 7.25 | % | 7.5 | % | |||||||||||
Annual compensation increase | 3.6 | % | 4 | % | 4 | % | |||||||||||
Other Postretirement Plans | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Benefit obligation—discount rate | 4.8 | % | 3.9 | % | 4.95 | % | |||||||||||
Net cost—discount rate | 3.9 | % | 4.95 | % | 5.1 | % | |||||||||||
The measurement dates for the pension and other postretirement benefit plans were December 28, 2013, December 29, 2012 and December 31, 2011. | |||||||||||||||||
A health care cost trend rate is used in the calculations of postretirement medical benefit plan obligations. The assumed healthcare trend rates for the last three fiscal years were as follows: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Immediate rate | 7.3 | % | 7.5 | % | 7.8 | % | |||||||||||
Ultimate trend rate | 4.5 | % | 4.5 | % | 4.5 | % | |||||||||||
Year the rate reaches the ultimate trend rate | 2028 | 2028 | 2028 | ||||||||||||||
A 1% change in the rate would result in a change to the postretirement medical plan obligation of less than $1 million. Retirees covered under these plans are responsible for the cost of coverage in excess of the subsidy, including all future cost increases. | |||||||||||||||||
For guidance in determining the discount rate, the Company determines the implied rate of return on a hypothetical portfolio of high-quality fixed-income investments, for which the timing and amount of cash outflows approximates the estimated pension plan payouts. The discount rate assumption is reviewed annually and revised as appropriate. | |||||||||||||||||
The expected long-term rate of return on plan assets is derived from a mathematical asset model. This model incorporates assumptions on the various asset class returns, reflecting a combination of historical performance analysis and the forward-looking views of the financial markets regarding the yield on long-term bonds and the historical returns of the major stock markets. The rate of return assumption is reviewed annually and revised as deemed appropriate. | |||||||||||||||||
The investment objective for our Company sponsored plans is to provide a common investment platform. Investment managers—overseen by our Retirement Administration Committee—are expected to adopt and maintain an asset allocation strategy for the plans’ assets designed to address the Retirement Plans’ liability structure. The Company has developed an asset allocation policy and rebalancing policy. We review the major asset classes, through consultation with investment consultants, at least quarterly to determine if the plan assets are performing as expected. The Company’s 2013 strategy targeted a mix of 50% equity securities and 50% long-term debt securities and cash equivalents. The actual mix of investments at December 28, 2013, was 52% equity securities and 48% long-term debt securities and cash equivalents. The Company plans to manage the actual mix of investments to achieve its target mix. | |||||||||||||||||
The following table (in thousands) sets forth the fair value of our defined benefit plans’ assets by asset fair value hierarchy level. See Note 4—Fair Value Measurements for a detailed description of the three-tier fair value hierarchy. | |||||||||||||||||
Asset Fair Value as of December 28, 2013 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash and cash equivalents | $ | 14,624 | $ | — | $ | — | $ | 14,624 | |||||||||
Common collective trust funds: | |||||||||||||||||
Cash equivalents | — | 3,407 | — | 3,407 | |||||||||||||
Domestic equities | — | 228,638 | — | 228,638 | |||||||||||||
International equities | — | 48,112 | — | 48,112 | |||||||||||||
Mutual funds: | |||||||||||||||||
Domestic equities | 31,368 | — | — | 31,368 | |||||||||||||
International equities | 23,926 | — | — | 23,926 | |||||||||||||
Long-term debt securities: | |||||||||||||||||
Corporate debt securities: | |||||||||||||||||
Domestic | — | 163,831 | — | 163,831 | |||||||||||||
International | — | 20,916 | — | 20,916 | |||||||||||||
U.S. government securities | — | 94,891 | — | 94,891 | |||||||||||||
Government agencies securities | — | 8,306 | — | 8,306 | |||||||||||||
Other | — | 3,730 | — | 3,730 | |||||||||||||
$ | 69,918 | $ | 571,831 | $ | — | $ | 641,749 | ||||||||||
Asset Fair Value as of December 29, 2012 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash and cash equivalents | $ | 2,079 | $ | — | $ | — | $ | 2,079 | |||||||||
Common collective trust funds: | |||||||||||||||||
Cash equivalents | — | 8,178 | — | 8,178 | |||||||||||||
Domestic equities | — | 189,872 | — | 189,872 | |||||||||||||
International equities | — | 28,529 | — | 28,529 | |||||||||||||
Mutual funds: | |||||||||||||||||
Domestic equities | 24,060 | — | — | 24,060 | |||||||||||||
International equities | 31,346 | — | — | 31,346 | |||||||||||||
Long-term debt securities: | |||||||||||||||||
Corporate debt securities: | |||||||||||||||||
Domestic | — | 137,457 | — | 137,457 | |||||||||||||
International | — | 20,341 | — | 20,341 | |||||||||||||
U.S. government securities | — | 112,681 | — | 112,681 | |||||||||||||
Government agencies securities | — | 9,343 | — | 9,343 | |||||||||||||
Other | — | 2,882 | — | 2,882 | |||||||||||||
$ | 57,485 | $ | 509,283 | $ | — | $ | 566,768 | ||||||||||
A description of the valuation methodologies used for assets measured at fair value is as follows: | |||||||||||||||||
• | Cash and cash equivalents are valued at original cost plus accrued interest. | ||||||||||||||||
• | Common collective trust funds are valued at the net asset value of the shares held at the end of the reporting period. This class represents investments in actively managed, common collective trust funds that invest primarily in equity securities, which may include common stocks, options and futures. Investments are valued at the net asset value per share, multiplied by the number of shares held as of the measurement date. | ||||||||||||||||
• | Mutual funds are valued at the closing price reported on the active market on which individual funds are traded. | ||||||||||||||||
• | Long-term debt securities are valued at the estimated price a dealer will pay for the individual securities. | ||||||||||||||||
Estimated future benefit payments, under Company sponsored plans as of December 28, 2013, were as follows (in thousands): | |||||||||||||||||
Pension | Postretirement | ||||||||||||||||
Benefits | Plans | ||||||||||||||||
2014 | $ | 31,416 | $ | 583 | |||||||||||||
2015 | 33,644 | 663 | |||||||||||||||
2016 | 35,007 | 737 | |||||||||||||||
2017 | 37,454 | 773 | |||||||||||||||
2018 | 37,881 | 802 | |||||||||||||||
Subsequent five years | 215,453 | 4,037 | |||||||||||||||
Estimated required and discretionary contributions expected to be contributed by the Company to the Retirement Plans in 2014 total $49 million. | |||||||||||||||||
Other Company Sponsored Benefit Plans—Employees are eligible to participate in a defined contribution 401(k) plan which provides that under certain circumstances the Company may make matching contributions of up to 50% of the first 6% of a participant’s compensation. The Company’s contributions to this plan were $25 million, $25 million and $23 million in fiscal years 2013, 2012 and 2011, respectively. The Company, at its discretion, may make additional contributions to the 401(k) Plan. In 2011, we made a $2 million discretionary contribution, primarily for the benefit of eligible non-exempt employees. The Company made no discretionary contributions under the 401(k) plan in fiscal years 2013 and 2012. | |||||||||||||||||
Multiemployer Pension Plans—The Company contributes to numerous multiemployer pension plans under the terms of collective bargaining agreements that cover certain of its union-represented employees. The Company does not administer these multiemployer pension plans. | |||||||||||||||||
The risks of participating in multiemployer pension plans differ from traditional single-employer defined benefit plans as follows: | |||||||||||||||||
• | Assets contributed to a multiemployer pension plan by one employer may be used to provide benefits to the employees of other participating employers | ||||||||||||||||
• | If a participating employer stops contributing to a multiemployer pension plan, the unfunded obligations of the plan may be borne by the remaining participating employers | ||||||||||||||||
• | If the Company elects to stop participation in a multiemployer pension plan, it may be required to pay a withdrawal liability based upon the underfunded status of the plan | ||||||||||||||||
The Company’s participation in multiemployer pension plans for the year ended December 28, 2013, is outlined in the tables below. The Company considers significant plans to be those plans to which the Company contributed more than 5% of total contributions to the plan in a given plan year, or for which the Company believes its estimated withdrawal liability—should it decide to voluntarily withdraw from the plan—may be material to the Company. For each plan that is considered individually significant to the Company, the following information is provided: | |||||||||||||||||
• | The EIN/Plan Number column provides the Employee Identification Number (“EIN”) and the three-digit plan number (“PN”) assigned to a plan by the Internal Revenue Service. | ||||||||||||||||
• | The most recent Pension Protection Act (“PPA”) zone status available for 2013 and 2012 is for the plan years beginning in 2013 and 2012, respectively. The zone status is based on information provided to participating employers by each plan and is certified by the plan’s actuary. A plan in the red zone has been determined to be in critical status, based on criteria established under the Internal Revenue Code (the “Code”), and is generally less than 65% funded. A plan in the yellow zone has been determined to be in endangered status, based on criteria established under the Code, and is generally less than 80% but more than 65% funded. A plan in the green zone has been determined to be neither in critical status nor in endangered status, and is generally at least 80% funded. | ||||||||||||||||
• | The FIP/RP Status Pending/Implemented column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. In addition to regular plan contributions, participating employers may be subject to a surcharge if the plan is in the red zone. | ||||||||||||||||
• | The Surcharge Imposed column indicates whether a surcharge has been imposed on participating employers contributing to the plan. | ||||||||||||||||
• | The Expiration Dates column indicates the expiration dates of the collective-bargaining agreements to which the plans are subject. | ||||||||||||||||
PPA | FIP/RP Status | ||||||||||||||||
Pension | EIN/ | Zone Status | Pending/ | Surcharge | Expiration Dates | ||||||||||||
Fund | Plan Number | 2013 | 2012 | Implemented | Imposed | ||||||||||||
Central States, Southeast and Southwest Areas Pension Fund | 36-6044243/001 | Red | Red | Implemented | No | 5/10/14 to 4/30/16 | |||||||||||
Western Conference of Teamsters Pension Trust Fund(1) | 91-6145047/001 | Green | Green | N/A | No | 3/31/2012(2) to 11/16/17 | |||||||||||
Minneapolis Food Distributing Industry Pension Plan(1) | 41-6047047/001 | Green | Yellow | Implemented | No | 3/31/14 | |||||||||||
Teamster Pension Trust Fund of Philadelphia and Vicinity(1) | 23-1511735/001 | Yellow | Yellow | Implemented | No | 2/10/18 | |||||||||||
Truck Drivers & Helpers Local 355 Pension Fund(1) | 52-0951433/001 | Yellow | Yellow | Pending | No | 3/15/15 | |||||||||||
Local 703 I.B. of T. Grocery and Food Employees’ Pension Plan | 36-6491473/001 | Green | Green | N/A | No | 6/30/2013(2) | |||||||||||
United Teamsters Trust Fund A | 13-5660513/001 | Red | Red | Implemented | No | 5/30/15 | |||||||||||
Warehouse Employees Local 169 and Employers Joint Pension Fund(1) | 23-6230368/001 | Red | Red | Implemented | No | 2/10/18 | |||||||||||
Warehouse Employees Local No. 570 Pension Fund(1) | 52-6048848/001 | Green | Green | N/A | No | 3/15/15 | |||||||||||
Local 705 I.B. of T. Pension Trust Fund(1) | 36-6492502/001 | Red | Red | Implemented | Yes | 12/31/2012(2) | |||||||||||
-1 | The plan has elected to utilize special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010. | ||||||||||||||||
-2 | The collective bargaining agreement for this pension fund is operating under an extension. | ||||||||||||||||
The following table provides information about the Company’s contributions to its multiemployer pension plans. For plans that are not individually significant to the Company, the total amount of USF contributions is aggregated. | |||||||||||||||||
Pension | USF Contribution(1)(2) | USF Contributions Exceed 5% of | |||||||||||||||
Fund | (in thousands) | Total Plan Contributions(3) | |||||||||||||||
2013 | 2012 | 2011 | 2012 | 2011 | |||||||||||||
Central States, Southeast and Southwest Areas Pension Fund | $ | 3,908 | $ | 3,389 | $ | 3,059 | No | No | |||||||||
Western Conference of Teamsters Pension Trust Fund | 9,249 | 8,309 | 7,965 | No | No | ||||||||||||
Minneapolis Food Distributing Industry Pension Plan | 4,565 | 4,235 | 3,985 | Yes | Yes | ||||||||||||
Teamster Pension Trust Fund of Philadelphia and Vicinity | 2,939 | 2,808 | 2,685 | No | No | ||||||||||||
Truck Drivers and Helpers Local 355 Pension Fund | 1,428 | 1,491 | 1,338 | Yes | Yes | ||||||||||||
Local 703 I.B. of T. Grocery and Food Employees’ Pension Plan | 1,036 | 1,017 | 885 | Yes | Yes | ||||||||||||
United Teamsters Trust Fund A | 1,816 | 1,144 | 930 | Yes | Yes | ||||||||||||
Warehouse Employees Local 169 and Employers Joint Pension Fund | 981 | 961 | 948 | Yes | Yes | ||||||||||||
Warehouse Employees Local No. 570 Pension Fund | 929 | 969 | 878 | Yes | Yes | ||||||||||||
Local 705 I.B. of T. Pension Trust Fund | 2,189 | 2,077 | 1,878 | No | No | ||||||||||||
Other Funds | 1,818 | 1,858 | 1,890 | — | — | ||||||||||||
$ | 30,858 | $ | 28,258 | $ | 26,441 | ||||||||||||
-1 | Contributions made to these plans during the Company’s fiscal year, which may not coincide with the plans’ fiscal years. | ||||||||||||||||
-2 | Contributions do not include payments related to multiemployer pension withdrawals as described in Note 13—Restructuring and Tangible Asset Impairment Charges. | ||||||||||||||||
-3 | Indicates whether the Company was listed in the respective multiemployer plan Form 5500 for the applicable plan year as having made more than 5% of total contributions to the plan. | ||||||||||||||||
If the Company elected to voluntarily withdraw from a multiemployer pension plan, it would be responsible for its proportionate share of the plan’s unfunded vested liability. Based on the latest information available from plan administrators, the Company estimates its aggregate withdrawal liability from the multiemployer pension plans in which it participates to be approximately $280 million as of December 28, 2013. This estimate excludes $60 million of multiemployer pension plan withdrawal liabilities recorded in the Company’s Consolidated Balance Sheet related to closed facilities as of December 28, 2013, and as further described in Note 13—Restructuring and Tangible Asset Impairment Charges. Actual withdrawal liabilities incurred by the Company—if it were to withdraw from one or more plans—could be materially different from the estimates noted here, based on better or more timely information from plan administrators or other changes affecting the respective plan’s funded status. | |||||||||||||||||
RECLASSIFICATIONS_OUT_OF_ACCUM
RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE LOSS | ' | ||||||||||||
18 | RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE LOSS | ||||||||||||
The following table presents amounts reclassified out of Accumulated Other Comprehensive Income (Loss) by component for the last three fiscal years, (in thousands): | |||||||||||||
Accumulated Other Comprehensive Loss | 2013 | 2012 | 2011 | ||||||||||
Components | |||||||||||||
Defined benefit retirement plans: | |||||||||||||
Balance at beginning of period(1) | $ | (125,642 | ) | $ | (111,482 | ) | $ | (93,853 | ) | ||||
Other comprehensive income (loss) before reclassifications | 115,014 | (55,340 | ) | (40,652 | ) | ||||||||
Amortization of prior service cost(2) | 198 | 102 | 102 | ||||||||||
Amortization of net loss(2) | 13,400 | 14,606 | 11,585 | ||||||||||
Settlements(2) | 1,778 | 17,840 | — | ||||||||||
Total before income tax(3) | 130,390 | (22,792 | ) | (28,965 | ) | ||||||||
Income tax provision (benefit) | 7,427 | (8,632 | ) | (11,336 | ) | ||||||||
Current period comprehensive income (loss), net of tax | 122,963 | (14,160 | ) | (17,629 | ) | ||||||||
Balance at end of period(1) | $ | (2,679 | ) | $ | (125,642 | ) | $ | (111,482 | ) | ||||
Interest rate swap derivative cash flow hedge(4): | |||||||||||||
Balance at beginning of period(1) | $ | (542 | ) | $ | (18,112 | ) | $ | (35,618 | ) | ||||
Other comprehensive loss before reclassifications | (653 | ) | (2,387 | ) | (9,715 | ) | |||||||
Amounts reclassified from other comprehensive income(5) | 2,042 | 30,683 | 38,477 | ||||||||||
Total before income tax | 1,389 | 28,296 | 28,762 | ||||||||||
Income tax provision | 847 | 10,726 | 11,256 | ||||||||||
Current period comprehensive income, net of tax | 542 | 17,570 | 17,506 | ||||||||||
Balance at end of period(1) | $ | — | $ | (542 | ) | $ | (18,112 | ) | |||||
Accumulated Other Comprehensive Loss end of period(1) | $ | (2,679 | ) | $ | (126,184 | ) | $ | (129,594 | ) | ||||
-1 | Amounts are presented net of tax. | ||||||||||||
-2 | Included in the computation of net periodic benefit costs. See Note—17 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 | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
INCOME TAXES | ' | ||||||||||||
19. INCOME TAXES | |||||||||||||
The Income tax (provision) benefit for the last three fiscal years consisted of the following (in thousands): | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current: | |||||||||||||
Federal | $ | 64 | $ | (7 | ) | $ | 42 | ||||||
State | (283 | ) | (299 | ) | 432 | ||||||||
Current Income tax (provision) benefit | (219 | ) | (306 | ) | 474 | ||||||||
Deferred: | |||||||||||||
Federal | (28,824 | ) | (37,635 | ) | 43,551 | ||||||||
State | (779 | ) | (4,507 | ) | (1,951 | ) | |||||||
Deferred Income tax (provision) benefit | (29,603 | ) | (42,142 | ) | 41,600 | ||||||||
Total Income tax (provision) benefit | $ | (29,822 | ) | $ | (42,448 | ) | $ | 42,074 | |||||
The Company’s effective income tax rates for the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011 were 109%, 487% and 29%, respectively. 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 U.S. federal and various state jurisdictions. Tax law changes, increases and decreases in permanent differences between book and tax items, changes in valuation allowances, tax credits and the Company’s change in income from each jurisdiction all affect the overall effective tax rate. | |||||||||||||
The reconciliation of the provisions for income taxes from continuing operations at the U.S. federal statutory income tax rate of 35% to the Company’s income taxes for the last three fiscal is as follows (in thousands): | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Federal income tax benefit computed at statutory rate | $ | 9,585 | $ | 3,054 | $ | 50,486 | |||||||
State income taxes—net of federal income tax benefit | 2,415 | 24 | 4,983 | ||||||||||
Statutory rate and apportionment change | (406 | ) | 1,000 | 74 | |||||||||
Stock-based compensation | (5,342 | ) | — | — | |||||||||
Non-deductible expenses | (2,153 | ) | (2,215 | ) | (1,964 | ) | |||||||
Return to accrual reconciliation | 335 | (29 | ) | (494 | ) | ||||||||
Change in the valuation allowance for deferred tax assets | (32,445 | ) | (43,748 | ) | (10,769 | ) | |||||||
Net operating loss expirations | (1,653 | ) | (634 | ) | (772 | ) | |||||||
Other | (158 | ) | 100 | 530 | |||||||||
Total Income tax (provision) benefit | $ | (29,822 | ) | $ | (42,448 | ) | $ | 42,074 | |||||
Temporary differences and carryforwards that created significant deferred tax assets and liabilities were as follows (in thousands): | |||||||||||||
December 28, | December 29, | ||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets: | |||||||||||||
Allowance for doubtful accounts | $ | 10,838 | $ | 10,204 | |||||||||
Accrued employee benefits | 28,931 | 32,211 | |||||||||||
Restructuring reserves | 36,649 | 39,131 | |||||||||||
Workers’ compensation, general liability and auto liabilities | 59,845 | 62,353 | |||||||||||
Deferred income | 1,287 | 1,506 | |||||||||||
Deferred financing costs | 9,362 | 11,234 | |||||||||||
Pension liability | 22,616 | 75,233 | |||||||||||
Interest rate derivative liability | — | 795 | |||||||||||
Net operating loss carryforwards | 215,177 | 215,443 | |||||||||||
Other accrued expenses | 16,447 | 15,241 | |||||||||||
Total gross deferred tax assets | 401,152 | 463,351 | |||||||||||
Less valuation allowance | (117,227 | ) | (128,844 | ) | |||||||||
Total net deferred tax assets | 283,925 | 334,507 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Property and equipment | (148,976 | ) | (139,365 | ) | |||||||||
Inventories | (13,657 | ) | (20,263 | ) | |||||||||
Intangibles | (515,888 | ) | (532,341 | ) | |||||||||
Total deferred tax liabilities | (678,521 | ) | (691,969 | ) | |||||||||
Net deferred tax liability | $ | (394,596 | ) | $ | (357,462 | ) | |||||||
The net deferred tax liability presented in the Consolidated Balance Sheets was as follows (in thousands): | |||||||||||||
December 28, | December 29, | ||||||||||||
2013 | 2012 | ||||||||||||
Current deferred tax asset | $ | 13,557 | $ | 8,034 | |||||||||
Noncurrent deferred tax liability | (408,153 | ) | (365,496 | ) | |||||||||
Net deferred tax liability | $ | (394,596 | ) | $ | (357,462 | ) | |||||||
As of December 28, 2013, the Company had tax affected federal and state net operating loss carryforwards of $127 million and $88 million, respectively, which will expire at various dates from 2014 to 2033. | |||||||||||||
The Company’s net operating loss carryforwards expire as follows (in millions): | |||||||||||||
Federal | State | Total | |||||||||||
2014-2018 | $ | — | $ | 12 | $ | 12 | |||||||
2019-2023 | 8 | 41 | 49 | ||||||||||
2024-2028 | 93 | 27 | 120 | ||||||||||
2029-2033 | 26 | 8 | 34 | ||||||||||
$ | 127 | $ | 88 | $ | 215 | ||||||||
The Company also has a federal minimum tax credit carryforward of approximately $1 million. | |||||||||||||
The federal and state net operating loss carryforwards in the income tax returns filed included unrecognized tax benefits taken in prior years. The net operating losses for which a deferred tax asset is recognized for financial statement purposes in accordance with ASC 740 are presented net of these unrecognized tax benefits. | |||||||||||||
Because of the change of ownership provisions of the Tax Reform Act of 1986, use of a portion of the Company’s domestic net operating losses and tax credit carryforwards may be limited in future periods. Further, a portion of the carryforwards may expire before being applied to reduce future income tax liabilities. | |||||||||||||
The Company believes that it is more likely than not that the benefit from certain federal and state net operating loss carryforwards will not be realized. In recognition of this risk, as of December 28, 2013, the Company has provided a valuation allowance of $36 million and $81 million for federal and state net operating loss carryforwards, respectively, based upon expected future utilization relating to these federal and state net operating loss carryforwards. If the Company’s assumptions change and the Company determines it will be able to realize these net operating losses, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets as of December 28, 2013, will be accounted for as follows: approximately $88 million will be recognized as a reduction of income tax expense and $29 million will be recorded as an increase in equity. | |||||||||||||
A summary of the activity in the valuation allowance for the last three fiscal years is as follows (in thousands): | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Balance at beginning of period | $ | 128,844 | $ | 85,685 | $ | 74,916 | |||||||
Charged to expense | 32,445 | 43,748 | 10,769 | ||||||||||
Other comprehensive income | (43,079 | ) | — | — | |||||||||
Other | (983 | ) | (589 | ) | — | ||||||||
Balance at end of period | $ | 117,227 | $ | 128,844 | $ | 85,685 | |||||||
Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and the Company’s effective tax rate in the future. | |||||||||||||
The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in federal and state jurisdictions. ASC 740 states that a tax benefit from an uncertain tax position may be 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, on the basis of the technical merits. | |||||||||||||
The Company 1) records unrecognized tax benefits as liabilities in accordance with ASC 740, and 2) adjusts these liabilities when the Company’s judgment changes because of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. | |||||||||||||
The Company recognizes an uncertain tax position 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. | |||||||||||||
Reconciliation of the beginning and ending amount of unrecognized tax benefits as of fiscal years 2013, 2012, and 2011, was as follows (in thousands): | |||||||||||||
Balance at January 1, 2011 | $ | 61,607 | |||||||||||
Gross increases due to positions taken in prior years | 70 | ||||||||||||
Gross decreases due to positions taken in prior years | (802 | ) | |||||||||||
Decreases due to lapses of statute of limitations | (92 | ) | |||||||||||
Decreases due to changes in tax rates | (385 | ) | |||||||||||
Balance at December 31, 2011 | 60,398 | ||||||||||||
Gross decreases due to positions taken in prior years | (333 | ) | |||||||||||
Gross increases due to positions taken in current year | 71 | ||||||||||||
Decreases due to lapses of statute of limitations | (73 | ) | |||||||||||
Decreases due to changes in tax rates | (436 | ) | |||||||||||
Balance at December 29, 2012 | 59,627 | ||||||||||||
Gross increases due to positions taken in prior years | 46 | ||||||||||||
Gross increases due to positions taken in current year | 76 | ||||||||||||
Decreases due to lapses of statute of limitations | (207 | ) | |||||||||||
Decreases due to changes in tax rates | (251 | ) | |||||||||||
Balance at December 28, 2013 | $ | 59,291 | |||||||||||
We do not believe it is reasonably possible that a significant increase in unrecognized tax benefits related to state exposures may be necessary in the coming year. In addition, the Company believes that it is reasonably possible that an insignificant amount of its currently remaining unrecognized tax benefits may be recognized by the end of 2014 as a result of a lapse of the statute of limitations. As of December 29, 2012, the Company did not believe that it was reasonably possible that a significant decrease in unrecognized tax benefits related to state tax exposures would have occurred during fiscal 2013. During the year ended December 28, 2013, unrecognized tax benefits related to those state exposures actually decreased by $0.2 million, as illustrated in the table above. | |||||||||||||
Included in the balance of unrecognized tax benefits at the ends of fiscal 2013, 2012 and 2011 was $53 million of tax benefits that, if recognized, would affect the effective tax rate. Also included in the balance of unrecognized tax benefits as of those periods was $51 million, $51 million, and $52 million, respectively, of tax benefits that, if recognized, would result in adjustments to other tax accounts—primarily deferred taxes. | |||||||||||||
The Company recognizes interest and penalties related to uncertain tax positions in Interest expense—net in the Consolidated Statements of Comprehensive Income (Loss). As of December 28, 2013, the Company had approximately $2 million of accrued interest and penalties related to uncertain tax positions. | |||||||||||||
The Company files U.S. federal and state income tax returns in jurisdictions with varying statutes of limitations. Our 2007 through 2012 U.S. federal tax years, and various state tax years from 2000 through 2012, remain subject to income tax examinations by the relevant taxing authorities. Ahold has indemnified the Company for 2007 Transaction pre-closing consolidated federal and certain combined state income taxes, and the Company is responsible for all other taxes, and interest and penalties. | |||||||||||||
On September 13, 2013, the U.S. Treasury Department and the IRS issued final regulations that address costs incurred in acquiring, producing, or improving tangible property (the “tangible property regulations”). The tangible property regulations are generally effective for tax years beginning on or after January 1, 2014, and may be adopted in earlier years. The Company does not expect the adoption in fiscal 2014 of the tangible property regulations to have a material impact on its consolidated financial position or results of operations. | |||||||||||||
BUSINESS_ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended | ||||||||
Dec. 28, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
BUSINESS ACQUISITIONS | ' | ||||||||
20 | BUSINESS ACQUISITIONS | ||||||||
During 2013, the Company purchased a foodservice distributor for cash of $14 million, plus contingent consideration of $2 million. During 2012, the Company purchased five foodservice distributors for cash of $106 million, plus contingent consideration of $6 million that was paid in 2013. The Company also received a $2 million purchase price adjustment in 2013 related to two 2012 acquisitions. The acquisitions, made in order to expand the Company’s presence in certain geographic areas, were purchases which have been or are being integrated into our foodservice distribution network. The following table summarizes the initial purchase price allocations for the 2013 and 2012 business acquisitions as follows (in thousands): | |||||||||
2013 | 2012 | ||||||||
Accounts receivable | $ | 3,894 | $ | 24,261 | |||||
Inventories | 3,638 | 26,076 | |||||||
Property and equipment | 125 | 21,107 | |||||||
Goodwill | — | 17,389 | |||||||
Other intangible assets | 8,348 | 44,755 | |||||||
Accounts payable | (2,120 | ) | (17,584 | ) | |||||
Accrued expenses and other current liabilities | (130 | ) | (8,930 | ) | |||||
Other long-term liabilities | — | (3,419 | ) | ||||||
Cash used in acquisitions | $ | 13,755 | $ | 103,655 | |||||
The 2013 and 2012 acquisitions, individually and in the aggregate, did not materially affect the Company’s results of operations or financial position. Actual net sales and operating earnings of the businesses acquired in both periods were less than 2% of the Company’s consolidated results and, therefore, pro forma information has not been provided. | |||||||||
Certain acquisitions involve contingent consideration in the event certain operating results are achieved over a one year period subsequent to the acquisition. As of December 28, 2013, the Company accrued $ 2 million of contingent consideration related to acquisitions. | |||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | |
Dec. 28, 2013 | ||
Commitments And Contingencies Disclosure [Abstract] | ' | |
COMMITMENTS AND CONTINGENCIES | ' | |
21 | COMMITMENTS AND CONTINGENCIES | |
Purchase Commitments—The Company enters into purchase orders with vendors and other parties in the ordinary course of business. Additionally, the Company has a limited number of purchase contracts with certain vendors that require the Company to buy a predetermined volume of products, which are not recorded in the Consolidated Balance Sheets. As of December 28, 2013, the Company’s purchase orders and purchase contracts with vendors, all to be delivered in 2014, were $590 million. | ||
To minimize the Company’s fuel cost risk, we enter into forward purchase commitments for a portion of our projected diesel fuel requirements. As of December 28, 2013, the Company had diesel fuel forward purchase commitments totaling $37 million through December 2014. The Company also enters into forward purchase agreements for procuring electricity. As of December 28, 2013, the Company had electricity forward purchase commitments totaling $4 million through December 2016. | ||
Indemnification by Ahold for Certain Matters—In connection with the sale of US Foods to USF Holding Corp., a corporation formed and controlled by investment funds associated with or managed by CD&R and KKR, by Ahold in 2007 (the “2007 Transaction”), 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 2007 Transaction closing date related to certain matters. The Company was responsible for the first $40 million of damages and litigation expenses incurred after the closing of the 2007 Transaction. Ahold’s indemnification obligations apply to any such damages and litigation expenses as may be incurred after the 2007 Transaction 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 December 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. The suit alleged the Company failed to meet its obligations under the California Labor Code related to providing 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. 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 during 2013. | ||
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 2011 fiscal third quarter, the Company was assessed an additional $17 million multiemployer pension withdrawal liability for the Eagan facility. The parties agreed to arbitrate this matter, and discovery began during the fiscal 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 filed putative class action complaints. These two additional lawsuits are based upon the pricing practices at issue in the October 2006 case. In November 2007, the Judicial Panel on Multidistrict Litigation ordered the transfer of the two additional 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. It dismissed Ahold from the case and also dismissed 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 has filed a writ of certiorari to the U.S. 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 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. These 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 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 | 12 Months Ended | ||||||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||||||
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | ' | ||||||||||||||||||||
GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ' | ||||||||||||||||||||
22 | GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ||||||||||||||||||||
The following consolidating schedules present condensed financial information of 1) the Company, and 2) certain of its subsidiaries (Guarantors) that guarantee certain Company obligations (the Senior Note, the ABL Facility, and the Amended 2011 Term Loan), and 3) 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. This is 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 that 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: 1) the sale of the Guarantor subsidiary or all of its assets, 2) a merger or consolidation of the Guarantor subsidiary with and into the Company or another Guarantor subsidiary, 3) upon the liquidation of the Guarantor subsidiary following the transfer of all of its assets to the Company or another Guarantor subsidiary, 4) the rating on the securities is changed to investment grade, 5) the requirements for legal defeasance or covenant defeasance or discharge of the obligation have been satisfied, 6) the Guarantor subsidiary is declared unrestricted for covenant purposes, or 7) the Guarantor subsidiary’s guarantee of other indebtedness is terminated or released. | |||||||||||||||||||||
Notwithstanding these customary release provisions under the Senior Notes, 1) 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; 2) there are no restrictions, limitations or caps on the guarantees; and 3) there are no provisions that would delay the payments that would be required of the Guarantors under the guarantees. | |||||||||||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||||||
28-Dec-13 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Accounts receivable—net | $ | 281,242 | $ | 30,023 | $ | 914,454 | $ | — | $ | 1,225,719 | |||||||||||
Inventories—net | 1,103,180 | 58,378 | — | — | 1,161,558 | ||||||||||||||||
Other current assets | 299,053 | 6,989 | 81,422 | — | 387,464 | ||||||||||||||||
Property and equipment | 881,110 | 88,150 | 779,235 | — | 1,748,495 | ||||||||||||||||
Goodwill | 3,835,477 | — | — | — | 3,835,477 | ||||||||||||||||
Other intangibles | 753,840 | — | — | — | 753,840 | ||||||||||||||||
Investments in subsidiaries | 1,341,633 | — | — | (1,341,633 | ) | — | |||||||||||||||
Intercompany receivables | — | 614,377 | — | (614,377 | ) | — | |||||||||||||||
Other assets | 63,461 | 10 | 32,753 | (23,200 | ) | 73,024 | |||||||||||||||
Total assets | $ | 8,558,996 | $ | 797,927 | $ | 1,807,864 | $ | (1,979,210 | ) | $ | 9,185,577 | ||||||||||
Accounts payable | $ | 1,145,381 | $ | 36,071 | $ | — | $ | — | $ | 1,181,452 | |||||||||||
Other current liabilities | 624,189 | 16,212 | 3,828 | — | 644,229 | ||||||||||||||||
Long-term debt | 3,554,812 | 22,045 | 1,158,391 | — | 4,735,248 | ||||||||||||||||
Intercompany payables | 592,482 | — | 21,895 | (614,377 | ) | — | |||||||||||||||
Other liabilities | 760,445 | — | 5,716 | (23,200 | ) | 742,961 | |||||||||||||||
Shareholder’s equity | 1,881,687 | 723,599 | 618,034 | (1,341,633 | ) | 1,881,687 | |||||||||||||||
Total liabilities and shareholder’s equity | $ | 8,558,996 | $ | 797,927 | $ | 1,807,864 | $ | (1,979,210 | ) | $ | 9,185,577 | ||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||||||
29-Dec-12 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Accounts receivable—net | $ | 283,325 | $ | 31,303 | $ | 901,984 | $ | — | $ | 1,216,612 | |||||||||||
Inventories—net | 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 (Loss) | |||||||||||||||||||||
Fiscal Year Ended December 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 21,733,839 | $ | 563,339 | $ | 94,337 | $ | (94,337 | ) | $ | 22,297,178 | ||||||||||
Cost of goods sold | 18,028,018 | 446,021 | — | — | 18,474,039 | ||||||||||||||||
Gross profit | 3,705,821 | 117,318 | 94,337 | (94,337 | ) | 3,823,139 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and administrative | 3,454,223 | 92,710 | 59,572 | (112,251 | ) | 3,494,254 | |||||||||||||||
Restructuring and tangible asset impairment charges | 6,996 | — | 1,390 | — | 8,386 | ||||||||||||||||
Total operating expenses | 3,461,219 | 92,710 | 60,962 | (112,251 | ) | 3,502,640 | |||||||||||||||
Operating income | 244,602 | 24,608 | 33,375 | 17,914 | 320,499 | ||||||||||||||||
Interest expense—net | 260,939 | 768 | 44,380 | — | 306,087 | ||||||||||||||||
Loss on extinguishment of debt | 41,796 | — | — | — | 41,796 | ||||||||||||||||
Other expense (income)—net | 107,433 | (17,914 | ) | (107,433 | ) | 17,914 | — | ||||||||||||||
(Loss) income before income taxes | (165,566 | ) | 41,754 | 96,428 | — | (27,384 | ) | ||||||||||||||
Income tax provision | (1,719 | ) | — | (28,103 | ) | — | (29,822 | ) | |||||||||||||
Equity in earnings of subsidiaries | 110,079 | — | — | (110,079 | ) | — | |||||||||||||||
Net (loss) income | (57,206 | ) | 41,754 | 68,325 | (110,079 | ) | (57,206 | ) | |||||||||||||
Other comprehensive income | 123,505 | — | — | — | 123,505 | ||||||||||||||||
Comprehensive income (loss) | $ | 66,299 | $ | 41,754 | $ | 68,325 | $ | (110,079 | ) | $ | 66,299 | ||||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
Fiscal Year Ended December 29, 2012 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 21,087,568 | $ | 577,353 | $ | 94,387 | $ | (94,387 | ) | $ | 21,664,921 | ||||||||||
Cost of goods sold | 17,503,932 | 468,017 | — | — | 17,971,949 | ||||||||||||||||
Gross profit | 3,583,636 | 109,336 | 94,387 | (94,387 | ) | 3,692,972 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and administrative | 3,306,527 | 95,300 | 58,883 | (111,171 | ) | 3,349,539 | |||||||||||||||
Restructuring and tangible asset impairment charges | 6,158 | — | 2,765 | — | 8,923 | ||||||||||||||||
Total operating expenses | 3,312,685 | 95,300 | 61,648 | (111,171 | ) | 3,358,462 | |||||||||||||||
Operating income | 270,951 | 14,036 | 32,739 | 16,784 | 334,510 | ||||||||||||||||
Interest expense–net | 265,719 | 19 | 46,074 | — | 311,812 | ||||||||||||||||
Loss on extinguishment of debt | 30,627 | — | 796 | — | 31,423 | ||||||||||||||||
Other expense (income)—net | 100,078 | (16,784 | ) | (100,078 | ) | 16,784 | — | ||||||||||||||
(Loss) income before income taxes | (125,473 | ) | 30,801 | 85,947 | — | (8,725 | ) | ||||||||||||||
Income tax provision | (13,767 | ) | — | (28,681 | ) | — | (42,448 | ) | |||||||||||||
Equity in earnings of subsidiaries | 88,067 | — | — | (88,067 | ) | — | |||||||||||||||
Net (loss) income | (51,173 | ) | 30,801 | 57,266 | (88,067 | ) | (51,173 | ) | |||||||||||||
Other comprehensive income | 3,410 | — | — | — | 3,410 | ||||||||||||||||
Comprehensive (loss) income | $ | (47,763 | ) | $ | 30,801 | $ | 57,266 | $ | (88,067 | ) | $ | (47,763 | ) | ||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
Fiscal Year Ended December 31, 2011 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 19,759,156 | $ | 585,713 | $ | 95,584 | $ | (95,584 | ) | $ | 20,344,869 | ||||||||||
Cost of goods sold | 16,363,613 | 476,237 | — | — | 16,839,850 | ||||||||||||||||
Gross profit | 3,395,543 | 109,476 | 95,584 | (95,584 | ) | 3,505,019 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and administrative | 3,135,044 | 94,532 | 72,575 | (108,404 | ) | 3,193,747 | |||||||||||||||
Restructuring and tangible asset impairment charges | 68,700 | — | 3,192 | — | 71,892 | ||||||||||||||||
Total operating expenses | 3,203,744 | 94,532 | 75,767 | (108,404 | ) | 3,265,639 | |||||||||||||||
Operating income | 191,799 | 14,944 | 19,817 | 12,820 | 239,380 | ||||||||||||||||
Interest expense (income)—net | 277,212 | (15,822 | ) | 46,224 | — | 307,614 | |||||||||||||||
Loss on extinguishment of debt | 76,011 | — | — | — | 76,011 | ||||||||||||||||
Other expense (income)—net | 103,469 | (25,782 | ) | (90,507 | ) | 12,820 | — | ||||||||||||||
(Loss) income before income taxes | (264,893 | ) | 56,548 | 64,100 | — | (144,245 | ) | ||||||||||||||
Income tax benefit (provision) | 68,355 | — | (26,281 | ) | — | 42,074 | |||||||||||||||
Equity in earnings of subsidiaries | 94,367 | — | — | (94,367 | ) | — | |||||||||||||||
Net (loss) income | (102,171 | ) | 56,548 | 37,819 | (94,367 | ) | (102,171 | ) | |||||||||||||
Other comprehensive loss | (123 | ) | — | — | — | (123 | ) | ||||||||||||||
Comprehensive (loss) income | $ | (102,294 | ) | $ | 56,548 | $ | 37,819 | $ | (94,367 | ) | $ | (102,294 | ) | ||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||||||
Fiscal Year Ended December 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 289,245 | $ | 6,902 | $ | 26,105 | $ | 322,252 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses | (11,369 | ) | — | — | (11,369 | ) | |||||||||||||||
Proceeds from sales of property and equipment | 7,018 | — | 7,590 | 14,608 | |||||||||||||||||
Purchases of property and equipment | (185,673 | ) | (5,448 | ) | (10 | ) | (191,131 | ) | |||||||||||||
Net cash (used in) provided by investing activities | (190,024 | ) | (5,448 | ) | 7,580 | (187,892 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt refinancing | 854,485 | — | — | 854,485 | |||||||||||||||||
Proceeds from debt borrowings | 1,644,000 | — | — | 1,644,000 | |||||||||||||||||
Payment for debt financing costs and fees | (29,376 | ) | — | — | (29,376 | ) | |||||||||||||||
Principal payments on debt and capital leases | (2,276,174 | ) | (2,137 | ) | — | (2,278,311 | ) | ||||||||||||||
Repurchase of senior subordinated notes | (375,144 | ) | — | — | (375,144 | ) | |||||||||||||||
Contingent consideration paid for acquisitions of businesses | (6,159 | ) | — | — | (6,159 | ) | |||||||||||||||
Capital (distributions) contributions | 33,685 | — | (33,685 | ) | — | ||||||||||||||||
Proceeds from parent company common stock sales | 1,850 | — | — | 1,850 | |||||||||||||||||
Parent company common stock repurchased | (8,418 | ) | — | — | (8,418 | ) | |||||||||||||||
Net cash provided by (used in) financing activities | (161,251 | ) | (2,137 | ) | (33,685 | ) | (197,073 | ) | |||||||||||||
Net decrease in cash and cash equivalents | (62,030 | ) | (683 | ) | — | (62,713 | ) | ||||||||||||||
Cash and cash equivalents—beginning of year | 240,902 | 1,555 | — | 242,457 | |||||||||||||||||
Cash and cash equivalents—end of year | $ | 178,872 | $ | 872 | $ | — | $ | 179,744 | |||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||||||
Fiscal Year Ended December 29, 2012 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 250,365 | $ | 34,832 | $ | 30,722 | $ | 315,919 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses | (106,041 | ) | — | — | (106,041 | ) | |||||||||||||||
Proceeds from sales of property and equipment | 12,264 | — | 7,421 | 19,685 | |||||||||||||||||
Purchases of property and equipment | (258,566 | ) | (34,876 | ) | (14 | ) | (293,456 | ) | |||||||||||||
Net cash (used in) provided by investing activities | (352,343 | ) | (34,876 | ) | 7,407 | (379,812 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt refinancing | 583,625 | — | 686,000 | 1,269,625 | |||||||||||||||||
Proceeds from other borrowings | 2,031,000 | — | — | 2,031,000 | |||||||||||||||||
Payment for debt financing costs | (31,648 | ) | — | (3,440 | ) | (35,088 | ) | ||||||||||||||
Principal payments on debt and capital leases | (2,129,041 | ) | — | (854,526 | ) | (2,983,567 | ) | ||||||||||||||
Repurchase of senior subordinated notes | (175,338 | ) | — | — | (175,338 | ) | |||||||||||||||
Capital (distributions) contributions | (133,837 | ) | — | 133,837 | — | ||||||||||||||||
Proceeds from parent company common stock sales | 761 | — | — | 761 | |||||||||||||||||
Parent company common stock repurchased | (3,734 | ) | — | — | (3,734 | ) | |||||||||||||||
Net cash provided by (used in) financing activities | 141,788 | — | (38,129 | ) | 103,659 | ||||||||||||||||
Net increase (decrease) in cash and cash equivalents | 39,810 | (44 | ) | — | 39,766 | ||||||||||||||||
Cash and cash equivalents—beginning of year | 201,092 | 1,599 | — | 202,691 | |||||||||||||||||
Cash and cash equivalents—end of year | $ | 240,902 | $ | 1,555 | $ | — | $ | 242,457 | |||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||||||
Fiscal Year Ended December 31, 2011 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 369,532 | $ | 12,012 | $ | 37,623 | $ | 419,167 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses | (41,385 | ) | — | — | (41,385 | ) | |||||||||||||||
Proceeds from sales of property and equipment | 2,454 | — | 5,033 | 7,487 | |||||||||||||||||
Purchases of property and equipment | (289,380 | ) | (15,023 | ) | (11 | ) | (304,414 | ) | |||||||||||||
Net cash (used in) provided by investing activities | (328,311 | ) | (15,023 | ) | 5,022 | (338,312 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt refinancing | 900,000 | — | — | 900,000 | |||||||||||||||||
Proceeds from other borrowings | 225,000 | — | — | 225,000 | |||||||||||||||||
Redemption of senior notes | (1,064,159 | ) | — | — | (1,064,159 | ) | |||||||||||||||
Payment for debt financing costs | (29,569 | ) | — | — | (29,569 | ) | |||||||||||||||
Principal payments on debt and capital leases | (331,015 | ) | — | (8,272 | ) | (339,287 | ) | ||||||||||||||
Capital contributions (distributions) | 34,373 | — | (34,373 | ) | — | ||||||||||||||||
Proceeds from parent company common stock sales | 9,960 | — | — | 9,960 | |||||||||||||||||
Parent company common stock repurchased | (3,222 | ) | — | — | (3,222 | ) | |||||||||||||||
Net cash used in financing activities | (258,632 | ) | — | (42,645 | ) | (301,277 | ) | ||||||||||||||
Net decrease in cash and cash equivalents | (217,411 | ) | (3,011 | ) | — | (220,422 | ) | ||||||||||||||
Cash and cash equivalents—beginning of year | 418,503 | 4,610 | — | 423,113 | |||||||||||||||||
Cash and cash equivalents—end of year | $ | 201,092 | $ | 1,599 | $ | — | $ | 202,691 | |||||||||||||
QUARTERLY_FINANCIAL_INFORMATIO
QUARTERLY FINANCIAL INFORMATION (Unaudited) | 12 Months Ended | ||||||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||
QUARTERLY FINANCIAL INFORMATION (Unaudited) | ' | ||||||||||||||||||||
23 | QUARTERLY FINANCIAL INFORMATION (Unaudited) | ||||||||||||||||||||
Financial information for each quarter in the fiscal years ended December 28, 2013 and December 29, 2012, is set forth below (in thousands): | |||||||||||||||||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Fiscal year ended December 28, 2013 | |||||||||||||||||||||
Net sales | $ | 5,404,922 | $ | 5,658,748 | $ | 5,686,712 | $ | 5,546,796 | $ | 22,297,178 | |||||||||||
Cost of goods sold(1) | 4,495,783 | 4,686,933 | 4,716,253 | 4,575,070 | 18,474,039 | ||||||||||||||||
Gross profit | 909,139 | 971,815 | 970,459 | 971,726 | 3,823,139 | ||||||||||||||||
Operating expenses(2) | 885,762 | 871,623 | 881,600 | 863,655 | 3,502,640 | ||||||||||||||||
Interest expense—net | 81,826 | 78,522 | 72,778 | 72,961 | 306,087 | ||||||||||||||||
Loss on extinguishment of debt(3) | 23,967 | 17,829 | — | — | 41,796 | ||||||||||||||||
(Loss) income before income taxes | (82,416 | ) | 3,841 | 16,081 | 35,110 | (27,384 | ) | ||||||||||||||
Income tax (provision) benefit | (12,292 | ) | 12,167 | 6,358 | (36,055 | ) | (29,822 | ) | |||||||||||||
Net (loss) income | $ | (94,708 | ) | $ | 16,008 | $ | 22,439 | $ | (945 | ) | $ | (57,206 | ) | ||||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Fiscal year ended December 29, 2012 | |||||||||||||||||||||
Net sales | $ | 5,259,726 | $ | 5,462,991 | $ | 5,507,531 | $ | 5,434,673 | $ | 21,664,921 | |||||||||||
Cost of goods sold(1) | 4,383,285 | 4,519,594 | 4,582,084 | 4,486,986 | 17,971,949 | ||||||||||||||||
Gross profit | 876,441 | 943,397 | 925,447 | 947,687 | 3,692,972 | ||||||||||||||||
Operating expenses(2) | 810,148 | 850,260 | 847,631 | 850,423 | 3,358,462 | ||||||||||||||||
Interest expense—net | 71,594 | 74,843 | 80,859 | 84,516 | 311,812 | ||||||||||||||||
Loss on extinguishment of debt(3) | — | 9,600 | 796 | 21,027 | 31,423 | ||||||||||||||||
(Loss) income before income taxes | (5,301 | ) | 8,694 | (3,839 | ) | (8,279 | ) | (8,725 | ) | ||||||||||||
Income tax benefit (provision) | 1,812 | (2,992 | ) | 1,284 | (42,552 | ) | (42,448 | ) | |||||||||||||
Net (loss) income | $ | (3,489 | ) | $ | 5,702 | $ | (2,555 | ) | $ | (50,831 | ) | $ | (51,173 | ) | |||||||
-1 | Cost of goods sold is net of related vendor considerations, and excludes depreciation and amortization expense. | ||||||||||||||||||||
-2 | Operating expenses include depreciation and amortization expense, restructuring and tangible asset impairment charges. | ||||||||||||||||||||
-3 | Loss on extinguishment of debt includes fees paid to debt holders, third party costs, early redemption premiums and the write off of old debt facility unamortized debt issuance costs. See Note 11—Debt for a further description of the Company’s debt refinancing transactions. |
BUSINESS_SEGMENT_INFORMATION
BUSINESS SEGMENT INFORMATION | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
BUSINESS SEGMENT INFORMATION | ' | ||||||||||||
24 | 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 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, Income tax (provision)benefit, and depreciation and amortization adjusted for 1) Sponsor fees; 2) Restructuring and tangible and Intangible asset impairment charges; 3) share-based compensation expense; 4) other gains, losses or charges as permitted under the Company’s debt agreements; and 5) 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 permitted 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 reconciliation for the last three fiscal years of Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is Net loss: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
Adjusted EBITDA | $ | 845,393 | $ | 840,750 | $ | 812,118 | |||||||
Adjustments: | |||||||||||||
Sponsor fees(1) | (10,302 | ) | (10,242 | ) | (10,206 | ) | |||||||
Restructuring and tangible asset impairment(2) | (8,386 | ) | (8,923 | ) | (71,892 | ) | |||||||
Share-based compensation expense(3) | (8,406 | ) | (4,312 | ) | (14,677 | ) | |||||||
LIFO reserve change(4) | (11,925 | ) | (13,213 | ) | (59,300 | ) | |||||||
Legal(5) | — | — | (3,000 | ) | |||||||||
Loss on extinguishment of debt(6) | (41,796 | ) | (31,423 | ) | (76,011 | ) | |||||||
Pension settlement(7) | (1,778 | ) | (17,840 | ) | — | ||||||||
Business transformation costs(8) | (60,800 | ) | (74,900 | ) | (44,700 | ) | |||||||
Other(9) | (35,109 | ) | (20,918 | ) | (26,231 | ) | |||||||
EBITDA | 666,891 | 658,979 | 506,101 | ||||||||||
Interest expense, net | (306,087 | ) | (311,812 | ) | (307,614 | ) | |||||||
Income tax (provision) benefit | (29,822 | ) | (42,448 | ) | 42,074 | ||||||||
Depreciation and amortization expense | (388,188 | ) | (355,892 | ) | (342,732 | ) | |||||||
Net loss | $ | (57,206 | ) | $ | (51,173 | ) | $ | (102,171 | ) | ||||
-1 | Consists of management fees paid to the Sponsors. | ||||||||||||
-2 | Consist of facility closing, severance and related costs, and tangible asset impairment charges. | ||||||||||||
-3 | Represents costs recorded for USF Holding Corp. stock option awards and restricted stock and restricted stock units vested. | ||||||||||||
-4 | Consists of changes in the LIFO reserve. | ||||||||||||
-5 | Includes settlement costs accrued in 2011 for a class action matter. | ||||||||||||
-6 | Includes fees paid to debt holders, third party costs, early redemption premiums and the write off of old debt facility unamortized debt issuance costs. See Note 11—Debt for a further description of Company’s debt refinancing transactions. | ||||||||||||
-7 | Consists of charges resulting from lump-sum payment settlements to retirees and former employees participating in several Company sponsored pension plans. | ||||||||||||
-8 | Consists primarily of costs related to functionalization and significant process and systems redesign. | ||||||||||||
-9 | Other includes gains, losses or charges, including $3.5 million of 2013 direct and incremental costs related to the Merger Agreement, as specified under the Company’s debt agreements. | ||||||||||||
The following table presents the sales mix for the Company’s principal product categories for the last three fiscal years: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
Meats and seafood | $ | 7,684,396 | $ | 7,445,636 | $ | 6,851,675 | |||||||
Dry grocery products | 4,275,669 | 4,214,890 | 3,939,459 | ||||||||||
Refrigerated and frozen grocery products | 3,446,308 | 3,373,764 | 3,170,696 | ||||||||||
Dairy | 2,332,346 | 2,221,986 | 2,135,695 | ||||||||||
Equipment, disposables and supplies | 2,133,899 | 2,075,323 | 1,952,317 | ||||||||||
Beverage products | 1,309,303 | 1,322,961 | 1,267,969 | ||||||||||
Produce | 1,115,257 | 1,010,361 | 1,027,058 | ||||||||||
$ | 22,297,178 | $ | 21,664,921 | $ | 20,344,869 | ||||||||
No single customer accounted for more than 4% of the Company’s consolidated net sales for 2013, 2012 or 2011. However, customers purchasing through one group purchasing organization accounted for approximately 12%, 11% and 11% of consolidated Net sales in 2013, 2012 or 2011, respectively. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 28, 2013 | |
Accounting Policies [Abstract] | ' |
Principles of Consolidation | ' |
Principles of Consolidation — Consolidated financial statements include the accounts of US Foods and its 100% owned subsidiaries. All intercompany transactions have been eliminated in consolidation. | |
Use of Estimates | ' |
Use of Estimates—Consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). This requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated financial statements and the related notes. 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, property and equipment, accounts receivable-related allowance, vendor consideration, self-insurance programs, and income taxes. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents — The Company considers all highly liquid investments purchased with a maturity of three or fewer months to be cash equivalents. | |
Accounts Receivable | ' |
Accounts Receivable — Accounts receivable primarily represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not bear interest. Receivables are presented net of the allowance for doubtful accounts in the accompanying Consolidated Balance Sheets. The Company evaluates the collectability of its accounts receivable and determines the appropriate reserve for doubtful accounts based on a combination of factors. When we are aware of a customer’s inability to meet its financial obligation, a specific allowance for doubtful accounts is recorded, reducing the receivable to the net amount we reasonably expect to collect. In addition, allowances are recorded for all other receivables based on analyzing historic collection trends, write-offs and the aging of receivables. The Company uses specific criteria to determine uncollectible receivables to be written off, including bankruptcy, accounts referred to outside parties for collection, and accounts past due over specified periods. If the financial condition of the Company’s customers were to deteriorate, additional allowances may be required. | |
Vendor Consideration and Receivables | ' |
Vendor Consideration and Receivables — The Company participates in various rebate and promotional incentives with its suppliers, primarily through purchase-based programs. Consideration earned under these incentives is recorded as a reduction of inventory cost, as the Company’s obligations under the programs are fulfilled primarily when products are purchased. Consideration is typically received in the form of invoice deductions, or less often in the form of cash payments. Changes in the estimated amount of incentives earned are treated as changes in estimates and are recognized in the period of change. | |
Vendor consideration is typically deducted from invoices or collected in cash within 30 days of being earned, if not sooner. Vendor receivables primarily represent the uncollected balance of the vendor consideration. Due to the process of primarily collecting the consideration by deducting it from the amounts due to the vendor, the Company does not experience significant collectability issues. The Company evaluates the collectability of its vendor receivables based on specific vendor information and vendor collection history. | |
Inventories | ' |
Inventories — The Company’s inventories—consisting mainly of food and other foodservice-related products—are considered finished goods. Inventory costs include the purchase price of the product and freight charges to deliver it to the Company’s warehouses, and are net of certain cash or non-cash consideration received from vendors (see “Vendor Consideration and Receivables”). 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. This “links” current costs to original costs in the base year when the Company adopted LIFO. At December 28, 2013 and December 29, 2012, the LIFO balance sheet reserves were $148 million and $136 million, respectively. As a result of changes in LIFO reserves, cost of goods sold increased $12 million, $13 million and $59 million for fiscal years 2013, 2012 and 2011, respectively. | |
Property and Equipment | ' |
Property and Equipment — Property and equipment are stated at 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. | |
Routine maintenance and repairs are charged to expense as incurred. Applicable interest charges incurred during the construction of new facilities or development of software for internal use are capitalized as one of the elements of cost and are amortized over the useful life of the respective assets. | |
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. If a facility’s carrying value exceeds its fair value, less an estimated cost to sell, an impairment charge is recorded for the difference. 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), as well as in a reduction of the assets’ carrying value in the Consolidated Balance Sheets. See Note 13 – Restructuring and Tangible Asset Impairment Charges for a discussion of our 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 tangible 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 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. | |
Self-Insurance Programs | ' |
Self-Insurance Programs — The Company accrues estimated liability amounts for claims covering general liability, fleet liability, workers’ compensation, and group medical insurance programs. The amounts in excess of certain levels are fully insured. The Company accrues its estimated liability for the self-insured medical insurance program, including an estimate for incurred but not reported claims, based on known claims and past claims history. The Company accrues an estimated liability for the general liability, fleet liability and workers’ compensation programs. This is based on an assessment of exposure related to known claims and incurred but not reported claims, as applicable. The inherent uncertainty of future loss projections could cause actual claims to differ from our estimates. These accruals are included in Accrued expenses and Other long-term liabilities in the Consolidated Balance Sheets. | |
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 (“Stock Incentive Plan”), which allows purchases of shares of USF Holding Corp. common stock, grants of restricted stock and restricted stock units of USF Holding Corp., and grants of options exercisable in USF Holding Corp. common stock. The Company measures compensation expense for stock-based option awards at fair value at the date of grant, and it recognizes compensation expense over the service period for stock-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 stock and restricted stock units. | |
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. | |
Revenue Recognition | ' |
Revenue Recognition — The Company recognizes revenue from the sale of product when the title and risk of loss passes and the customer accepts the 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 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. | |
Shipping and Handling Costs | ' |
Shipping and Handling Costs — Shipping and handling costs—which include costs related to the selection of products and their delivery to customers—are recorded as a component of Distribution, selling and administrative costs. Shipping and handling costs were $1.5 billion, $1.5 billion and $1.4 billion for fiscal years 2013, 2012 and 2011, respectively. | |
Income Taxes | ' |
Income Taxes — The Company accounts for income taxes under the asset and liability method. This 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 during the period that includes the enactment date. Net deferred tax assets are recorded 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 evaluating 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. | |
Derivative Financial Instruments | ' |
Derivative Financial Instruments — The Company has used interest rate swap agreements from time to time to manage its exposure to interest rate movements on its variable-rate term loan obligation. The Company does not use financial instruments or derivatives for trading or other speculative purposes. The interest rate swap derivatives at December 29, 2012 were recorded in its Consolidated Balance Sheets at fair value. The interest rate swap derivatives expired in January 2013. | |
In the normal course of business, the Company enters into forward purchase agreements to procure fuel, electricity and product commodities related to its business. These agreements often meet the definition of a derivative. However, in these cases, the Company has elected to apply the normal purchase and sale exemption available under derivatives accounting literature, and these agreements are not recorded at fair value. | |
Concentration Risks | ' |
Concentration Risks — Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash equivalents and accounts receivable. The Company’s cash equivalents are invested primarily in money market funds at major financial institutions. Credit risk related to accounts receivable is dispersed across a larger number of customers located throughout the United States. The Company attempts to reduce credit risk through initial and ongoing credit evaluations of its customers’ financial condition. There were no receivables from any one customer representing more than 5% of our consolidated gross accounts receivable at December 28, 2013 and December 29, 2012. |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 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 and nonrecurring basis as of December 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 | $ | 64,100 | $ | — | $ | — | $ | 64,100 | |||||||||
Balance at December 28, 2013 | $ | 64,100 | $ | — | $ | — | $ | 64,100 | |||||||||
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 December 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 Statements of Comprehensive Income (Loss) for fiscal years 2013 and 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 Reclassified | Amount of | Location of Loss Recognized in | Amount of | ||||||||||||
Cash Flow | Loss | From Accumulated Other | Loss | Income on Derivative (Ineffective | Income (Loss) | ||||||||||||
Hedging | Recognized | Comprehensive Loss | Reclassified | Portion and Amount Excluded from | Recognized in | ||||||||||||
Relationships | in Other | from | Effectiveness Testing) | Income on | |||||||||||||
Comprehensive | Accumulated | Derivative | |||||||||||||||
Income (Loss) | Other | (Ineffective | |||||||||||||||
on Derivative | Comprehensive | Portion and | |||||||||||||||
(Effective | Loss into | Amount | |||||||||||||||
Portion), | Income | Excluded | |||||||||||||||
net of tax | (Effective | from | |||||||||||||||
portion), | Effectiveness | ||||||||||||||||
net of tax | Testing) | ||||||||||||||||
For fiscal year 2013: | |||||||||||||||||
Interest rate swap derivative | $ | (255 | ) | Interest expense — net | $ | (797 | ) | Interest expense — net | $ | 645 | |||||||
For fiscal year 2012: | |||||||||||||||||
Interest rate swap derivative | $ | (1,479 | ) | Interest expense — net | $ | (19,049 | ) | Interest expense — net | $ | (645 | ) | ||||||
ALLOWANCE_FOR_DOUBTFUL_ACCOUNT1
ALLOWANCE FOR DOUBTFUL ACCOUNTS (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Receivables [Abstract] | ' | ||||||||||||
Summary of Activity in Allowance for Doubtful Accounts | ' | ||||||||||||
A summary of the activity in the allowance for doubtful accounts for the last three fiscal years is as follows (in thousands): | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Balance at beginning of year | $ | 25,606 | $ | 35,100 | $ | 36,904 | |||||||
Charged to costs and expenses | 19,481 | 10,701 | 17,156 | ||||||||||
Customer accounts written off—net of recoveries | (19,936 | ) | (20,195 | ) | (18,960 | ) | |||||||
Balance at end of year | $ | 25,151 | $ | 25,606 | $ | 35,100 | |||||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Summary of Property and Equipment | ' | ||||||||
Property and equipment consisted of the following (in thousands): | |||||||||
December 28, | December 29, | ||||||||
2013 | 2012 | ||||||||
Land | $ | 287,385 | $ | 286,758 | |||||
Buildings and building improvements | 1,052,355 | 1,013,792 | |||||||
Transportation equipment | 586,376 | 487,858 | |||||||
Warehouse equipment | 278,732 | 263,388 | |||||||
Office equipment, furniture and software | 532,389 | 446,875 | |||||||
Construction in process | 104,717 | 97,556 | |||||||
2,841,954 | 2,596,227 | ||||||||
Less accumulated depreciation and amortization | (1,093,459 | ) | (889,839 | ) | |||||
Property and equipment—net | $ | 1,748,495 | $ | 1,706,388 | |||||
GOODWILL_AND_OTHER_INTANGIBLES1
GOODWILL AND OTHER INTANGIBLES (Tables) | 12 Months Ended | ||||||||
Dec. 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): | |||||||||
December 28, | December 29, | ||||||||
2013 | 2012 | ||||||||
Goodwill | $ | 3,835,477 | $ | 3,833,301 | |||||
Customer relationships—amortizable: | |||||||||
Gross carrying amount | $ | 1,377,663 | $ | 1,366,056 | |||||
Accumulated amortization | (877,396 | ) | (729,403 | ) | |||||
Net carrying value | 500,267 | 636,653 | |||||||
Noncompete agreement—amortizable: | |||||||||
Gross carrying amount | 800 | — | |||||||
Accumulated amortization | (27 | ) | — | ||||||
Net carrying value | 773 | — | |||||||
Brand names and trademarks—not amortizing | 252,800 | 252,800 | |||||||
Total other intangibles—net | $ | 753,840 | $ | 889,453 | |||||
ASSETS_HELD_FOR_SALE_Tables
ASSETS HELD FOR SALE (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2013 | |||||||||
Text Block [Abstract] | ' | ||||||||
Schedule of Change in Assets Held for Sale | ' | ||||||||
The changes in Assets held for sale for fiscal years 2013 and 2012 were as follows (in thousands): | |||||||||
2013 | 2012 | ||||||||
Balance at beginning of year | $ | 23,193 | $ | 30,405 | |||||
Transfers in | 4,193 | 11,804 | |||||||
Assets sold | (10,972 | ) | (16,526 | ) | |||||
Tangible asset impairment charges | (1,860 | ) | (2,490 | ) | |||||
Balance at end of the year | $ | 14,554 | $ | 23,193 | |||||
DEBT_Tables
DEBT (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
Components of Debt | ' | ||||||||||||
The Company’s debt consisted of the following (in thousands): | |||||||||||||
Debt Description | Contractual | Interest Rate | December 28, | December 29, | |||||||||
Maturity | at | 2013 | 2012 | ||||||||||
December 28, | |||||||||||||
2013 | |||||||||||||
ABL Facility | May 11, 2016 | 3.66% | $ | 20,000 | $ | 170,000 | |||||||
2012 ABS Facility | August 27, 2015 | 1.46 | 686,000 | 686,000 | |||||||||
Amended 2011 Term Loan | 31-Mar-19 | 4.5 | 2,094,750 | — | |||||||||
2011 Term Loan | — | — | — | 418,625 | |||||||||
Amended 2007 Term Loan | — | — | — | 1,684,086 | |||||||||
CMBS Fixed Facility | 1-Aug-17 | 6.38 | 472,391 | 472,391 | |||||||||
Senior Notes | 30-Jun-19 | 8.5 | 1,350,000 | 975,000 | |||||||||
Senior Subordinated Notes | — | — | — | 355,166 | |||||||||
Obligations under capital leases | 2019-2025 | 4.39–6.25 | 116,662 | 31,075 | |||||||||
Other debt | 2018-2031 | 5.75–9.00 | 12,359 | 12,966 | |||||||||
Total debt | 4,752,162 | 4,805,309 | |||||||||||
Add unamortized premium | 18,311 | 8,516 | |||||||||||
Less current portion of long-term debt | (35,225 | ) | (48,926 | ) | |||||||||
Long-term debt | $ | 4,735,248 | $ | 4,764,899 | |||||||||
Principal Payments to Outstanding Debt | ' | ||||||||||||
Principal payments to be made on outstanding debt as of December 28, 2013, were as follows (in thousands): | |||||||||||||
2014 | $ | 35,225 | |||||||||||
2015 | 727,265 | ||||||||||||
2016 | 56,857 | ||||||||||||
2017 | 510,139 | ||||||||||||
2018 | 38,684 | ||||||||||||
Thereafter | 3,383,992 | ||||||||||||
$ | 4,752,162 | ||||||||||||
ACCRUED_EXPENSES_AND_OTHER_LON1
ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Payables And Accruals [Abstract] | ' | ||||||||||||
Accrued Expenses and Other Long-term Liabilities | ' | ||||||||||||
Accrued expenses and other long-term liabilities consisted of the following (in thousands): | |||||||||||||
December 28, | December 29, | ||||||||||||
2013 | 2012 | ||||||||||||
Accrued expenses and other current liabilities: | |||||||||||||
Salary, wages and bonus expenses | $ | 110,427 | $ | 60,855 | |||||||||
Operating expenses | 61,500 | 66,795 | |||||||||||
Workers’ compensation, general liability and fleet liability | 42,204 | 44,868 | |||||||||||
Group medical liability | 20,379 | 21,701 | |||||||||||
Customer rebates and other selling expenses | 63,038 | 60,598 | |||||||||||
Restructuring | 13,184 | 11,696 | |||||||||||
Property and sales tax | 22,526 | 20,790 | |||||||||||
Interest payable | 70,702 | 79,951 | |||||||||||
Interest rate swap derivative | — | 2,034 | |||||||||||
Other | 19,675 | 19,018 | |||||||||||
Total accrued expenses and other current liabilities | $ | 423,635 | $ | 388,306 | |||||||||
Other long-term liabilities: | |||||||||||||
Workers’ compensation, general liability and fleet liability | $ | 111,364 | $ | 114,601 | |||||||||
Accrued pension and other postretirement benefit obligations | 100,393 | 239,549 | |||||||||||
Restructuring | 58,034 | 65,602 | |||||||||||
Unfunded lease obligation | 33,404 | 28,371 | |||||||||||
Other | 31,613 | 31,519 | |||||||||||
Total Other long-term liabilities | $ | 334,808 | $ | 479,642 | |||||||||
Summary of Self-Insurance Liability Activity | ' | ||||||||||||
This table summarizes self-insurance liability activity for the last three fiscal years (in thousands): | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Balance at beginning of the year | $ | 159,469 | $ | 175,891 | $ | 187,694 | |||||||
Charged to costs and expenses | 56,526 | 37,763 | 46,127 | ||||||||||
Payments | (62,427 | ) | (54,185 | ) | (57,930 | ) | |||||||
Balance at end of the year | $ | 153,568 | $ | 159,469 | $ | 175,891 | |||||||
RESTRUCTURING_AND_TANGIBLE_ASS1
RESTRUCTURING AND TANGIBLE ASSET IMPAIRMENT CHARGES (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Restructuring And Related Activities [Abstract] | ' | ||||||||||||
Summary of Changes in Restructuring Liabilities | ' | ||||||||||||
Changes in the restructuring liabilities for the last three fiscal years were as follows (in thousands): | |||||||||||||
Severance | Facility | Total | |||||||||||
and Related | Closing | ||||||||||||
Costs | Costs | ||||||||||||
Balance at January 1, 2011 | $ | 42,365 | $ | 6,505 | $ | 48,870 | |||||||
Current period charges | 64,302 | 1,135 | 65,437 | ||||||||||
Change in estimate | (2,445 | ) | (360 | ) | (2,805 | ) | |||||||
Payments and usage—net of accretion | (18,822 | ) | (1,687 | ) | (20,509 | ) | |||||||
Balance at December 31, 2011 | 85,400 | 5,593 | 90,993 | ||||||||||
Current period charges | 4,703 | 51 | 4,754 | ||||||||||
Change in estimate | (1,575 | ) | (1,786 | ) | (3,361 | ) | |||||||
Payments and usage—net of accretion | (14,407 | ) | (681 | ) | (15,088 | ) | |||||||
Balance at December 29, 2012 | 74,121 | 3,177 | 77,298 | ||||||||||
Current period charges | 7,308 | 328 | 7,636 | ||||||||||
Change in estimate | (480 | ) | (630 | ) | (1,110 | ) | |||||||
Payments and usage—net of accretion | (11,877 | ) | (729 | ) | (12,606 | ) | |||||||
Balance at December 28, 2013 | $ | 69,072 | $ | 2,146 | $ | 71,218 | |||||||
Summary of Restructuring Charges | ' | ||||||||||||
This is a summary of the restructuring and tangible asset impairment charges for the last three fiscal years (in thousands): | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Severance and related costs | $ | 6,828 | $ | 3,128 | $ | 61,857 | |||||||
Facility closing costs | (302 | ) | (1,735 | ) | 775 | ||||||||
Tangible asset impairment charges | 1,860 | 7,530 | 9,260 | ||||||||||
Total | $ | 8,386 | $ | 8,923 | $ | 71,892 | |||||||
SHAREBASED_COMPENSATION_AND_US1
SHARE-BASED COMPENSATION AND USF HOLDING CORP. COMMON STOCK ISSUANCES (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||||||||||
Shares and Net Proceeds, Including Loan Activity and Share Costs, of Employee Share Repurchases Contributed by USF Holding Corp | ' | ||||||||||||||||||||||||
The related shares and net proceeds—including loan activity and share costs—of the employee share purchases, which were contributed to the Company by USF Holding Corp. in fiscal year 2013, were as follows (in thousands): | |||||||||||||||||||||||||
Stock Incentive Plan—Employee Shares | Number of | Net Proceeds | |||||||||||||||||||||||
Shares | Contributed | ||||||||||||||||||||||||
Issued and outstanding at December 29, 2012 | 6,785 | $ | 31,922 | ||||||||||||||||||||||
Issued | 296 | 1,850 | |||||||||||||||||||||||
Repurchased | (1,044 | ) | (5,399 | ) | |||||||||||||||||||||
Outstanding at December 28, 2013 | 6,037 | $ | 28,373 | ||||||||||||||||||||||
Weighted-Average Assumptions for Options Granted | ' | ||||||||||||||||||||||||
The weighted-average assumptions for options granted for the last three fiscal years are included in the following table: | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
Expected volatility | 35 | % | 35 | % | 30 | % | |||||||||||||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | |||||||||||||||||||
Risk-free rate | 1 | % | 0.9 | % | 1.2 | % | |||||||||||||||||||
Expected term (in years) 10-year options | 6.3 | 6.7 | 6.5 | ||||||||||||||||||||||
Summary of Options Outstanding | ' | ||||||||||||||||||||||||
The summary of options outstanding and changes during fiscal year 2013 presented below is based on the Company’s determination of legally outstanding option awards. | |||||||||||||||||||||||||
Time | Performance | Total | Weighted- | Weighted- | Weighted - | ||||||||||||||||||||
Options | Options | Options | Average | Average | Average | ||||||||||||||||||||
Fair | Exercise | Remaining | |||||||||||||||||||||||
Value | Price | Contractual | |||||||||||||||||||||||
Years | |||||||||||||||||||||||||
Outstanding at December 29, 2012 | 10,600,578 | 10,600,578 | 21,201,156 | $ | 2.03 | $ | 4.93 | ||||||||||||||||||
Granted | 3,488,216 | 3,488,216 | 6,976,432 | $ | 2.22 | $ | 6 | ||||||||||||||||||
Exercised | (1,233,972 | ) | (1,233,972 | ) | (2,467,944 | ) | $ | 2.14 | $ | 4.98 | |||||||||||||||
Forfeited | (455,267 | ) | (455,267 | ) | (910,534 | ) | $ | 1.98 | $ | 5.6 | |||||||||||||||
Outstanding at December 28, 2013 | 12,399,555 | 12,399,555 | 24,799,110 | $ | 2.04 | $ | 5.2 | 7 | |||||||||||||||||
Vested and exercisable at December 28, 2013 | 8,099,665 | 6,645,413 | 14,745,078 | $ | 2.04 | $ | 4.93 | 7 | |||||||||||||||||
Summary of Nonvested Restricted Shares | ' | ||||||||||||||||||||||||
The summary of nonvested Restricted Stock Units as of December 28, 2013, and changes during the fiscal year then ended presented below is based on the Company’s determination of legally outstanding RSUs. | |||||||||||||||||||||||||
Time | Performance | Total | Weighted- | ||||||||||||||||||||||
Restricted | Restricted | Restricted | Average | ||||||||||||||||||||||
Stock Units | Stock Units | Stock Units | Fair | ||||||||||||||||||||||
Value | |||||||||||||||||||||||||
Nonvested at December 29, 2012 | — | — | — | $ | — | ||||||||||||||||||||
Granted | 1,330,311 | 1,163,644 | 2,493,955 | 6 | |||||||||||||||||||||
Vested | — | — | — | ||||||||||||||||||||||
Forfeited | (65,728 | ) | (65,728 | ) | (131,456 | ) | 6 | ||||||||||||||||||
Nonvested at December 28, 2013 | 1,264,583 | 1,097,916 | 2,362,499 | $ | 6 | ||||||||||||||||||||
Restricted Shares [Member] | ' | ||||||||||||||||||||||||
Summary of Nonvested Restricted Shares | ' | ||||||||||||||||||||||||
The summary of nonvested Restricted Shares outstanding and changes during fiscal year 2013 is presented below: | |||||||||||||||||||||||||
Restricted | Weighted- | ||||||||||||||||||||||||
Shares | Average | ||||||||||||||||||||||||
Fair | |||||||||||||||||||||||||
Value | |||||||||||||||||||||||||
Nonvested at December 29, 2012 | 592,843 | $ | 6 | ||||||||||||||||||||||
Granted | 375,001 | 6 | |||||||||||||||||||||||
Vested | (459,010 | ) | 6 | ||||||||||||||||||||||
Forfeited | (136,070 | ) | 6 | ||||||||||||||||||||||
Nonvested at December 28, 2013 | 372,764 | $ | 6 | ||||||||||||||||||||||
LEASES_Tables
LEASES (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||||||
Leases [Abstract] | ' | ||||||||||||||||||||
Noncancelable Lease Agreements, Minimum Lease Payments | ' | ||||||||||||||||||||
Future minimum lease payments under the above mentioned noncancelable lease agreements, together with contractual sublease income, as of December 28, 2013, are as follows (in thousands): | |||||||||||||||||||||
Unfunded Lease | Capital | Operating | Sublease | Net | |||||||||||||||||
Obligation | Leases | Leases | Income | ||||||||||||||||||
2014 | $ | 4,172 | $ | 23,561 | $ | 34,690 | $ | (2,136 | ) | $ | 60,287 | ||||||||||
2015 | 4,172 | 24,339 | 30,155 | (2,044 | ) | 56,622 | |||||||||||||||
2016 | 4,269 | 25,186 | 26,310 | (1,351 | ) | 54,414 | |||||||||||||||
2017 | 4,269 | 26,075 | 21,769 | (720 | ) | 51,393 | |||||||||||||||
2018 | 4,269 | 27,008 | 19,245 | (5 | ) | 50,517 | |||||||||||||||
Thereafter | 23,900 | 58,620 | 68,901 | — | 151,421 | ||||||||||||||||
Total minimum lease payments (receipts) | 45,051 | 184,789 | $ | 201,070 | $ | (6,256 | ) | $ | 424,654 | ||||||||||||
Less amount representing interest | (14,234 | ) | (68,127 | ) | |||||||||||||||||
Present value of minimum lease payments | $ | 30,817 | $ | 116,662 | |||||||||||||||||
RETIREMENT_PLANS_Tables
RETIREMENT PLANS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||
Compensation And Retirement Disclosure [Abstract] | ' | ||||||||||||||||
Components of Net Pension and Other Post Retirement Benefit Costs | ' | ||||||||||||||||
The components of net pension and other postretirement benefit costs for the last three fiscal years were as follows (in thousands): | |||||||||||||||||
Pension Benefits | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Components of net periodic pension cost: | |||||||||||||||||
Service cost | $ | 32,773 | $ | 25,819 | $ | 22,405 | |||||||||||
Interest cost | 33,707 | 38,404 | 36,013 | ||||||||||||||
Expected return on plan assets | (42,036 | ) | (41,621 | ) | (38,295 | ) | |||||||||||
Amortization of prior service cost | 198 | 102 | 102 | ||||||||||||||
Amortization of net loss | 13,288 | 14,572 | 11,541 | ||||||||||||||
Settlements | 1,778 | 17,840 | — | ||||||||||||||
Net periodic pension costs | $ | 39,708 | $ | 55,116 | $ | 31,766 | |||||||||||
Other Postretirement Plans | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Components of net periodic postretirement benefit costs: | |||||||||||||||||
Service cost | $ | 153 | $ | 140 | $ | 138 | |||||||||||
Interest cost | 431 | 512 | 546 | ||||||||||||||
Amortization of net loss | 112 | 34 | 44 | ||||||||||||||
Net periodic other post-retirement benefit costs | $ | 696 | $ | 686 | $ | 728 | |||||||||||
Changes in Plan Assets and Benefit Obligations | ' | ||||||||||||||||
Changes in plan assets and benefit obligations recorded in Other comprehensive income (loss) for pension and Other postretirement benefits for the last three fiscal years were as follows (in thousands): | |||||||||||||||||
Pension Benefits | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Changes recognized in other comprehensive loss: | |||||||||||||||||
Actuarial gain (loss) | $ | 112,816 | $ | (54,059 | ) | $ | (41,101 | ) | |||||||||
Prior service cost | — | (620 | ) | — | |||||||||||||
Amortization of prior service cost | 198 | 102 | 102 | ||||||||||||||
Amortization of net loss | 13,288 | 14,572 | 11,541 | ||||||||||||||
Settlements | 1,778 | 17,840 | — | ||||||||||||||
Net amount recognized | $ | 128,080 | $ | (22,165 | ) | $ | (29,458 | ) | |||||||||
Other Postretirement Plans | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Changes recognized in other comprehensive loss: | |||||||||||||||||
Actuarial gain (loss) | $ | 2,198 | $ | (661 | ) | $ | 449 | ||||||||||
Amortization of net loss | 112 | 34 | 44 | ||||||||||||||
Net amount recognized | $ | 2,310 | $ | (627 | ) | $ | 493 | ||||||||||
Funded Status of the Defined Benefit Plans | ' | ||||||||||||||||
The funded status of the defined benefit plans for the last three fiscal years was as follows (in thousands): | |||||||||||||||||
Pension Benefits | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Change in benefit obligation: | |||||||||||||||||
Benefit obligation at beginning of period | $ | 795,989 | $ | 762,771 | $ | 676,048 | |||||||||||
Service cost | 32,773 | 25,819 | 22,405 | ||||||||||||||
Interest cost | 33,707 | 38,404 | 36,013 | ||||||||||||||
Actuarial (gain) loss | (98,962 | ) | 82,840 | 52,900 | |||||||||||||
Plan amendments | — | 620 | — | ||||||||||||||
Settlements | (13,186 | ) | (68,627 | ) | (225 | ) | |||||||||||
Benefit disbursements | (16,569 | ) | (45,838 | ) | (24,370 | ) | |||||||||||
Benefit obligation at end of period | 733,752 | 795,989 | 762,771 | ||||||||||||||
Change in plan assets: | |||||||||||||||||
Fair value of plan assets at beginning of period | 566,768 | 564,651 | 502,947 | ||||||||||||||
Return on plan assets | 55,890 | 70,403 | 50,094 | ||||||||||||||
Employer contribution | 48,846 | 46,179 | 36,205 | ||||||||||||||
Settlements | (13,186 | ) | (68,627 | ) | (225 | ) | |||||||||||
Benefit disbursements | (16,569 | ) | (45,838 | ) | (24,370 | ) | |||||||||||
Fair value of plan assets at end of period | 641,749 | 566,768 | 564,651 | ||||||||||||||
Net amount recognized | $ | (92,003 | ) | $ | (229,221 | ) | $ | (198,120 | ) | ||||||||
Other Postretirement Plans | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Change in benefit obligation: | |||||||||||||||||
Benefit obligation at beginning of period | $ | 11,357 | $ | 10,653 | $ | 11,065 | |||||||||||
Service cost | 153 | 140 | 138 | ||||||||||||||
Interest cost | 431 | 512 | 546 | ||||||||||||||
Employee contributions | 219 | 297 | 411 | ||||||||||||||
Actuarial (gain) loss | (2,198 | ) | 661 | (449 | ) | ||||||||||||
Benefit disbursements | (587 | ) | (906 | ) | (1,058 | ) | |||||||||||
Benefit obligation at end of period | 9,375 | 11,357 | 10,653 | ||||||||||||||
Change in plan assets: | |||||||||||||||||
Fair value of plan assets at beginning of period | — | — | — | ||||||||||||||
Employer contribution | 369 | 609 | 647 | ||||||||||||||
Employee contributions | 219 | 297 | 411 | ||||||||||||||
Benefit disbursements | (587 | ) | (906 | ) | (1,058 | ) | |||||||||||
Fair value of plan assets at end of period | — | — | — | ||||||||||||||
Net amount recognized | $ | (9,375 | ) | $ | (11,357 | ) | $ | (10,653 | ) | ||||||||
Pension Benefits | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Amounts recognized in the consolidated balance sheets consist of the following: | |||||||||||||||||
Accrued benefit obligation—current | $ | (401 | ) | $ | (401 | ) | $ | (332 | ) | ||||||||
Accrued benefit obligation—noncurrent | (91,602 | ) | (228,820 | ) | (197,788 | ) | |||||||||||
Net amount recognized in the consolidated balance sheets | $ | (92,003 | ) | $ | (229,221 | ) | $ | (198,120 | ) | ||||||||
Amounts recognized in accumulated other comprehensive income (loss) consist of the following: | |||||||||||||||||
Prior service cost | $ | (832 | ) | $ | (1,030 | ) | $ | (513 | ) | ||||||||
Net loss | (75,765 | ) | (203,647 | ) | (181,999 | ) | |||||||||||
Net gain (loss) recognized in accumulated other comprehensive loss | $ | (76,597 | ) | $ | (204,677 | ) | $ | (182,512 | ) | ||||||||
Additional information: | |||||||||||||||||
Accumulated benefit obligation | $ | 679,225 | $ | 733,626 | $ | 721,874 | |||||||||||
Unfunded accrued pension cost | (15,406 | ) | (24,544 | ) | (15,608 | ) | |||||||||||
Other Postretirement Plans | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Amounts recognized in the consolidated balance sheets consist of the following: | |||||||||||||||||
Accrued benefit obligation—current | $ | (583 | ) | $ | (628 | ) | $ | (630 | ) | ||||||||
Accrued benefit obligation—noncurrent | (8,792 | ) | (10,729 | ) | (10,023 | ) | |||||||||||
Net amount recognized in the consolidated balance sheets | $ | (9,375 | ) | $ | (11,357 | ) | $ | (10,653 | ) | ||||||||
Amounts recognized in accumulated other comprehensive income (loss) consist of the following: | |||||||||||||||||
Net gain (loss) | $ | 1,247 | $ | (1,063 | ) | $ | (436 | ) | |||||||||
Net gain (loss) recognized in accumulated other comprehensive income (loss) | $ | 1,247 | $ | (1,063 | ) | $ | (436 | ) | |||||||||
Additional information—unfunded accrued benefit cost | $ | (10,622 | ) | $ | (10,294 | ) | $ | (10,217 | ) | ||||||||
Pension | Other | ||||||||||||||||
Benefits | Postretirement | ||||||||||||||||
Benefits | |||||||||||||||||
Amounts expected to be amortized from accumulated other comprehensive loss in the next fiscal year: | |||||||||||||||||
Net loss | $ | 2,148 | $ | 71 | |||||||||||||
Prior service cost | 198 | — | |||||||||||||||
Net expected to be amortized | $ | 2,346 | $ | 71 | |||||||||||||
Assumptions to Determine Benefit Obligations at Period-end and Net Pension Costs | ' | ||||||||||||||||
Weighted average assumptions used to determine benefit obligations at period-end and net pension costs for the last three fiscal years were as follows: | |||||||||||||||||
Pension Benefits | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Benefit obligation: | |||||||||||||||||
Discount rate | 5.19 | % | 4.29 | % | 5.08 | % | |||||||||||
Annual compensation increase | 3.6 | % | 3.6 | % | 4 | % | |||||||||||
Net cost: | |||||||||||||||||
Discount rate | 4.29 | % | 5.08 | % | 5.38 | % | |||||||||||
Expected return on plan assets | 7.25 | % | 7.25 | % | 7.5 | % | |||||||||||
Annual compensation increase | 3.6 | % | 4 | % | 4 | % | |||||||||||
Other Postretirement Plans | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Benefit obligation—discount rate | 4.8 | % | 3.9 | % | 4.95 | % | |||||||||||
Net cost—discount rate | 3.9 | % | 4.95 | % | 5.1 | % | |||||||||||
Assumed Health Care Trend Rates | ' | ||||||||||||||||
The assumed healthcare trend rates for the last three fiscal years were as follows: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Immediate rate | 7.3 | % | 7.5 | % | 7.8 | % | |||||||||||
Ultimate trend rate | 4.5 | % | 4.5 | % | 4.5 | % | |||||||||||
Year the rate reaches the ultimate trend rate | 2028 | 2028 | 2028 | ||||||||||||||
Schedule of Level Three Defined Benefit Plan Assets | ' | ||||||||||||||||
The following table (in thousands) sets forth the fair value of our defined benefit plans’ assets by asset fair value hierarchy level. See Note 4—Fair Value Measurements for a detailed description of the three-tier fair value hierarchy. | |||||||||||||||||
Asset Fair Value as of December 28, 2013 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash and cash equivalents | $ | 14,624 | $ | — | $ | — | $ | 14,624 | |||||||||
Common collective trust funds: | |||||||||||||||||
Cash equivalents | — | 3,407 | — | 3,407 | |||||||||||||
Domestic equities | — | 228,638 | — | 228,638 | |||||||||||||
International equities | — | 48,112 | — | 48,112 | |||||||||||||
Mutual funds: | |||||||||||||||||
Domestic equities | 31,368 | — | — | 31,368 | |||||||||||||
International equities | 23,926 | — | — | 23,926 | |||||||||||||
Long-term debt securities: | |||||||||||||||||
Corporate debt securities: | |||||||||||||||||
Domestic | — | 163,831 | — | 163,831 | |||||||||||||
International | — | 20,916 | — | 20,916 | |||||||||||||
U.S. government securities | — | 94,891 | — | 94,891 | |||||||||||||
Government agencies securities | — | 8,306 | — | 8,306 | |||||||||||||
Other | — | 3,730 | — | 3,730 | |||||||||||||
$ | 69,918 | $ | 571,831 | $ | — | $ | 641,749 | ||||||||||
Asset Fair Value as of December 29, 2012 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash and cash equivalents | $ | 2,079 | $ | — | $ | — | $ | 2,079 | |||||||||
Common collective trust funds: | |||||||||||||||||
Cash equivalents | — | 8,178 | — | 8,178 | |||||||||||||
Domestic equities | — | 189,872 | — | 189,872 | |||||||||||||
International equities | — | 28,529 | — | 28,529 | |||||||||||||
Mutual funds: | |||||||||||||||||
Domestic equities | 24,060 | — | — | 24,060 | |||||||||||||
International equities | 31,346 | — | — | 31,346 | |||||||||||||
Long-term debt securities: | |||||||||||||||||
Corporate debt securities: | |||||||||||||||||
Domestic | — | 137,457 | — | 137,457 | |||||||||||||
International | — | 20,341 | — | 20,341 | |||||||||||||
U.S. government securities | — | 112,681 | — | 112,681 | |||||||||||||
Government agencies securities | — | 9,343 | — | 9,343 | |||||||||||||
Other | — | 2,882 | — | 2,882 | |||||||||||||
$ | 57,485 | $ | 509,283 | $ | — | $ | 566,768 | ||||||||||
Estimated Future Benefit Payments | ' | ||||||||||||||||
Estimated future benefit payments, under Company sponsored plans as of December 28, 2013, were as follows (in thousands): | |||||||||||||||||
Pension | Postretirement | ||||||||||||||||
Benefits | Plans | ||||||||||||||||
2014 | $ | 31,416 | $ | 583 | |||||||||||||
2015 | 33,644 | 663 | |||||||||||||||
2016 | 35,007 | 737 | |||||||||||||||
2017 | 37,454 | 773 | |||||||||||||||
2018 | 37,881 | 802 | |||||||||||||||
Subsequent five years | 215,453 | 4,037 | |||||||||||||||
Multiemployer Pension Plans | ' | ||||||||||||||||
Pension | EIN/ | Zone Status | Pending/ | Surcharge | Expiration Dates | ||||||||||||
Fund | Plan Number | 2013 | 2012 | Implemented | Imposed | ||||||||||||
Central States, Southeast and Southwest Areas Pension Fund | 36-6044243/001 | Red | Red | Implemented | No | 5/10/14 to 4/30/16 | |||||||||||
Western Conference of Teamsters Pension Trust Fund(1) | 91-6145047/001 | Green | Green | N/A | No | 3/31/2012(2) to 11/16/17 | |||||||||||
Minneapolis Food Distributing Industry Pension Plan(1) | 41-6047047/001 | Green | Yellow | Implemented | No | 3/31/14 | |||||||||||
Teamster Pension Trust Fund of Philadelphia and Vicinity(1) | 23-1511735/001 | Yellow | Yellow | Implemented | No | 2/10/18 | |||||||||||
Truck Drivers & Helpers Local 355 Pension Fund(1) | 52-0951433/001 | Yellow | Yellow | Pending | No | 3/15/15 | |||||||||||
Local 703 I.B. of T. Grocery and Food Employees’ Pension Plan | 36-6491473/001 | Green | Green | N/A | No | 6/30/2013(2) | |||||||||||
United Teamsters Trust Fund A | 13-5660513/001 | Red | Red | Implemented | No | 5/30/15 | |||||||||||
Warehouse Employees Local 169 and Employers Joint Pension Fund(1) | 23-6230368/001 | Red | Red | Implemented | No | 2/10/18 | |||||||||||
Warehouse Employees Local No. 570 Pension Fund(1) | 52-6048848/001 | Green | Green | N/A | No | 3/15/15 | |||||||||||
Local 705 I.B. of T. Pension Trust Fund(1) | 36-6492502/001 | Red | Red | Implemented | Yes | 12/31/2012(2) | |||||||||||
-1 | The plan has elected to utilize special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010. | ||||||||||||||||
-2 | The collective bargaining agreement for this pension fund is operating under an extension. | ||||||||||||||||
Contributions to Multiemployer Pension Plans | ' | ||||||||||||||||
The following table provides information about the Company’s contributions to its multiemployer pension plans. For plans that are not individually significant to the Company, the total amount of USF contributions is aggregated. | |||||||||||||||||
Pension | USF Contribution(1)(2) | USF Contributions Exceed 5% of | |||||||||||||||
Fund | (in thousands) | Total Plan Contributions(3) | |||||||||||||||
2013 | 2012 | 2011 | 2012 | 2011 | |||||||||||||
Central States, Southeast and Southwest Areas Pension Fund | $ | 3,908 | $ | 3,389 | $ | 3,059 | No | No | |||||||||
Western Conference of Teamsters Pension Trust Fund | 9,249 | 8,309 | 7,965 | No | No | ||||||||||||
Minneapolis Food Distributing Industry Pension Plan | 4,565 | 4,235 | 3,985 | Yes | Yes | ||||||||||||
Teamster Pension Trust Fund of Philadelphia and Vicinity | 2,939 | 2,808 | 2,685 | No | No | ||||||||||||
Truck Drivers and Helpers Local 355 Pension Fund | 1,428 | 1,491 | 1,338 | Yes | Yes | ||||||||||||
Local 703 I.B. of T. Grocery and Food Employees’ Pension Plan | 1,036 | 1,017 | 885 | Yes | Yes | ||||||||||||
United Teamsters Trust Fund A | 1,816 | 1,144 | 930 | Yes | Yes | ||||||||||||
Warehouse Employees Local 169 and Employers Joint Pension Fund | 981 | 961 | 948 | Yes | Yes | ||||||||||||
Warehouse Employees Local No. 570 Pension Fund | 929 | 969 | 878 | Yes | Yes | ||||||||||||
Local 705 I.B. of T. Pension Trust Fund | 2,189 | 2,077 | 1,878 | No | No | ||||||||||||
Other Funds | 1,818 | 1,858 | 1,890 | — | — | ||||||||||||
$ | 30,858 | $ | 28,258 | $ | 26,441 | ||||||||||||
-1 | Contributions made to these plans during the Company’s fiscal year, which may not coincide with the plans’ fiscal years. | ||||||||||||||||
-2 | Contributions do not include payments related to multiemployer pension withdrawals as described in Note 13—Restructuring and Tangible Asset Impairment Charges. | ||||||||||||||||
-3 | Indicates whether the Company was listed in the respective multiemployer plan Form 5500 for the applicable plan year as having made more than 5% of total contributions to the plan. |
RECLASSIFICATIONS_OUT_OF_ACCUM1
RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Schedule of Reclassification Out of Accumulated Other Comprehensive Loss | ' | ||||||||||||
The following table presents amounts reclassified out of Accumulated Other Comprehensive Income (Loss) by component for the last three fiscal years, (in thousands): | |||||||||||||
Accumulated Other Comprehensive Loss | 2013 | 2012 | 2011 | ||||||||||
Components | |||||||||||||
Defined benefit retirement plans: | |||||||||||||
Balance at beginning of period(1) | $ | (125,642 | ) | $ | (111,482 | ) | $ | (93,853 | ) | ||||
Other comprehensive income (loss) before reclassifications | 115,014 | (55,340 | ) | (40,652 | ) | ||||||||
Amortization of prior service cost(2) | 198 | 102 | 102 | ||||||||||
Amortization of net loss(2) | 13,400 | 14,606 | 11,585 | ||||||||||
Settlements(2) | 1,778 | 17,840 | — | ||||||||||
Total before income tax(3) | 130,390 | (22,792 | ) | (28,965 | ) | ||||||||
Income tax provision (benefit) | 7,427 | (8,632 | ) | (11,336 | ) | ||||||||
Current period comprehensive income (loss), net of tax | 122,963 | (14,160 | ) | (17,629 | ) | ||||||||
Balance at end of period(1) | $ | (2,679 | ) | $ | (125,642 | ) | $ | (111,482 | ) | ||||
Interest rate swap derivative cash flow hedge(4): | |||||||||||||
Balance at beginning of period(1) | $ | (542 | ) | $ | (18,112 | ) | $ | (35,618 | ) | ||||
Other comprehensive loss before reclassifications | (653 | ) | (2,387 | ) | (9,715 | ) | |||||||
Amounts reclassified from other comprehensive income(5) | 2,042 | 30,683 | 38,477 | ||||||||||
Total before income tax | 1,389 | 28,296 | 28,762 | ||||||||||
Income tax provision | 847 | 10,726 | 11,256 | ||||||||||
Current period comprehensive income, net of tax | 542 | 17,570 | 17,506 | ||||||||||
Balance at end of period(1) | $ | — | $ | (542 | ) | $ | (18,112 | ) | |||||
Accumulated Other Comprehensive Loss end of period(1) | $ | (2,679 | ) | $ | (126,184 | ) | $ | (129,594 | ) | ||||
-1 | Amounts are presented net of tax. | ||||||||||||
-2 | Included in the computation of net periodic benefit costs. See Note—17 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_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Tax (Provision) Benefit | ' | ||||||||||||
The Income tax (provision) benefit for the last three fiscal years consisted of the following (in thousands): | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current: | |||||||||||||
Federal | $ | 64 | $ | (7 | ) | $ | 42 | ||||||
State | (283 | ) | (299 | ) | 432 | ||||||||
Current Income tax (provision) benefit | (219 | ) | (306 | ) | 474 | ||||||||
Deferred: | |||||||||||||
Federal | (28,824 | ) | (37,635 | ) | 43,551 | ||||||||
State | (779 | ) | (4,507 | ) | (1,951 | ) | |||||||
Deferred Income tax (provision) benefit | (29,603 | ) | (42,142 | ) | 41,600 | ||||||||
Total Income tax (provision) benefit | $ | (29,822 | ) | $ | (42,448 | ) | $ | 42,074 | |||||
Reconciliation of the Provisions for Income Taxes from Continuing Operations | ' | ||||||||||||
The reconciliation of the provisions for income taxes from continuing operations at the U.S. federal statutory income tax rate of 35% to the Company’s income taxes for the last three fiscal is as follows (in thousands): | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Federal income tax benefit computed at statutory rate | $ | 9,585 | $ | 3,054 | $ | 50,486 | |||||||
State income taxes—net of federal income tax benefit | 2,415 | 24 | 4,983 | ||||||||||
Statutory rate and apportionment change | (406 | ) | 1,000 | 74 | |||||||||
Stock-based compensation | (5,342 | ) | — | — | |||||||||
Non-deductible expenses | (2,153 | ) | (2,215 | ) | (1,964 | ) | |||||||
Return to accrual reconciliation | 335 | (29 | ) | (494 | ) | ||||||||
Change in the valuation allowance for deferred tax assets | (32,445 | ) | (43,748 | ) | (10,769 | ) | |||||||
Net operating loss expirations | (1,653 | ) | (634 | ) | (772 | ) | |||||||
Other | (158 | ) | 100 | 530 | |||||||||
Total Income tax (provision) benefit | $ | (29,822 | ) | $ | (42,448 | ) | $ | 42,074 | |||||
Significant Deferred Tax Assets and Liabilities | ' | ||||||||||||
Temporary differences and carryforwards that created significant deferred tax assets and liabilities were as follows (in thousands): | |||||||||||||
December 28, | December 29, | ||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets: | |||||||||||||
Allowance for doubtful accounts | $ | 10,838 | $ | 10,204 | |||||||||
Accrued employee benefits | 28,931 | 32,211 | |||||||||||
Restructuring reserves | 36,649 | 39,131 | |||||||||||
Workers’ compensation, general liability and auto liabilities | 59,845 | 62,353 | |||||||||||
Deferred income | 1,287 | 1,506 | |||||||||||
Deferred financing costs | 9,362 | 11,234 | |||||||||||
Pension liability | 22,616 | 75,233 | |||||||||||
Interest rate derivative liability | — | 795 | |||||||||||
Net operating loss carryforwards | 215,177 | 215,443 | |||||||||||
Other accrued expenses | 16,447 | 15,241 | |||||||||||
Total gross deferred tax assets | 401,152 | 463,351 | |||||||||||
Less valuation allowance | (117,227 | ) | (128,844 | ) | |||||||||
Total net deferred tax assets | 283,925 | 334,507 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Property and equipment | (148,976 | ) | (139,365 | ) | |||||||||
Inventories | (13,657 | ) | (20,263 | ) | |||||||||
Intangibles | (515,888 | ) | (532,341 | ) | |||||||||
Total deferred tax liabilities | (678,521 | ) | (691,969 | ) | |||||||||
Net deferred tax liability | $ | (394,596 | ) | $ | (357,462 | ) | |||||||
Net Deferred Tax Liability in Balance Sheet | ' | ||||||||||||
The net deferred tax liability presented in the Consolidated Balance Sheets was as follows (in thousands): | |||||||||||||
December 28, | December 29, | ||||||||||||
2013 | 2012 | ||||||||||||
Current deferred tax asset | $ | 13,557 | $ | 8,034 | |||||||||
Noncurrent deferred tax liability | (408,153 | ) | (365,496 | ) | |||||||||
Net deferred tax liability | $ | (394,596 | ) | $ | (357,462 | ) | |||||||
Net Operating Loss Carryforwards Expire | ' | ||||||||||||
The Company’s net operating loss carryforwards expire as follows (in millions): | |||||||||||||
Federal | State | Total | |||||||||||
2014-2018 | $ | — | $ | 12 | $ | 12 | |||||||
2019-2023 | 8 | 41 | 49 | ||||||||||
2024-2028 | 93 | 27 | 120 | ||||||||||
2029-2033 | 26 | 8 | 34 | ||||||||||
$ | 127 | $ | 88 | $ | 215 | ||||||||
Summary of the Activity in the Valuation Allowance | ' | ||||||||||||
A summary of the activity in the valuation allowance for the last three fiscal years is as follows (in thousands): | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Balance at beginning of period | $ | 128,844 | $ | 85,685 | $ | 74,916 | |||||||
Charged to expense | 32,445 | 43,748 | 10,769 | ||||||||||
Other comprehensive income | (43,079 | ) | — | — | |||||||||
Other | (983 | ) | (589 | ) | — | ||||||||
Balance at end of period | $ | 117,227 | $ | 128,844 | $ | 85,685 | |||||||
Reconciliation of Unrecognized Tax Benefits | ' | ||||||||||||
Reconciliation of the beginning and ending amount of unrecognized tax benefits as of fiscal years 2013, 2012, and 2011, was as follows (in thousands): | |||||||||||||
Balance at January 1, 2011 | $ | 61,607 | |||||||||||
Gross increases due to positions taken in prior years | 70 | ||||||||||||
Gross decreases due to positions taken in prior years | (802 | ) | |||||||||||
Decreases due to lapses of statute of limitations | (92 | ) | |||||||||||
Decreases due to changes in tax rates | (385 | ) | |||||||||||
Balance at December 31, 2011 | 60,398 | ||||||||||||
Gross decreases due to positions taken in prior years | (333 | ) | |||||||||||
Gross increases due to positions taken in current year | 71 | ||||||||||||
Decreases due to lapses of statute of limitations | (73 | ) | |||||||||||
Decreases due to changes in tax rates | (436 | ) | |||||||||||
Balance at December 29, 2012 | 59,627 | ||||||||||||
Gross increases due to positions taken in prior years | 46 | ||||||||||||
Gross increases due to positions taken in current year | 76 | ||||||||||||
Decreases due to lapses of statute of limitations | (207 | ) | |||||||||||
Decreases due to changes in tax rates | (251 | ) | |||||||||||
Balance at December 28, 2013 | $ | 59,291 | |||||||||||
BUSINESS_ACQUISITIONS_Tables
BUSINESS ACQUISITIONS (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Purchase Price Allocations for Business Acquisitions | ' | ||||||||
The following table summarizes the initial purchase price allocations for the 2013 and 2012 business acquisitions as follows (in thousands): | |||||||||
2013 | 2012 | ||||||||
Accounts receivable | $ | 3,894 | $ | 24,261 | |||||
Inventories | 3,638 | 26,076 | |||||||
Property and equipment | 125 | 21,107 | |||||||
Goodwill | — | 17,389 | |||||||
Other intangible assets | 8,348 | 44,755 | |||||||
Accounts payable | (2,120 | ) | (17,584 | ) | |||||
Accrued expenses and other current liabilities | (130 | ) | (8,930 | ) | |||||
Other long-term liabilities | — | (3,419 | ) | ||||||
Cash used in acquisitions | $ | 13,755 | $ | 103,655 | |||||
GUARANTOR_AND_NONGUARANTOR_CON1
GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||||||
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | ' | ||||||||||||||||||||
Schedule of Condensed Consolidating Balance Sheet | ' | ||||||||||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||||||
28-Dec-13 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Accounts receivable—net | $ | 281,242 | $ | 30,023 | $ | 914,454 | $ | — | $ | 1,225,719 | |||||||||||
Inventories—net | 1,103,180 | 58,378 | — | — | 1,161,558 | ||||||||||||||||
Other current assets | 299,053 | 6,989 | 81,422 | — | 387,464 | ||||||||||||||||
Property and equipment | 881,110 | 88,150 | 779,235 | — | 1,748,495 | ||||||||||||||||
Goodwill | 3,835,477 | — | — | — | 3,835,477 | ||||||||||||||||
Other intangibles | 753,840 | — | — | — | 753,840 | ||||||||||||||||
Investments in subsidiaries | 1,341,633 | — | — | (1,341,633 | ) | — | |||||||||||||||
Intercompany receivables | — | 614,377 | — | (614,377 | ) | — | |||||||||||||||
Other assets | 63,461 | 10 | 32,753 | (23,200 | ) | 73,024 | |||||||||||||||
Total assets | $ | 8,558,996 | $ | 797,927 | $ | 1,807,864 | $ | (1,979,210 | ) | $ | 9,185,577 | ||||||||||
Accounts payable | $ | 1,145,381 | $ | 36,071 | $ | — | $ | — | $ | 1,181,452 | |||||||||||
Other current liabilities | 624,189 | 16,212 | 3,828 | — | 644,229 | ||||||||||||||||
Long-term debt | 3,554,812 | 22,045 | 1,158,391 | — | 4,735,248 | ||||||||||||||||
Intercompany payables | 592,482 | — | 21,895 | (614,377 | ) | — | |||||||||||||||
Other liabilities | 760,445 | — | 5,716 | (23,200 | ) | 742,961 | |||||||||||||||
Shareholder’s equity | 1,881,687 | 723,599 | 618,034 | (1,341,633 | ) | 1,881,687 | |||||||||||||||
Total liabilities and shareholder’s equity | $ | 8,558,996 | $ | 797,927 | $ | 1,807,864 | $ | (1,979,210 | ) | $ | 9,185,577 | ||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||||||
29-Dec-12 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Accounts receivable—net | $ | 283,325 | $ | 31,303 | $ | 901,984 | $ | — | $ | 1,216,612 | |||||||||||
Inventories—net | 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 (Loss) | |||||||||||||||||||||
Fiscal Year Ended December 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 21,733,839 | $ | 563,339 | $ | 94,337 | $ | (94,337 | ) | $ | 22,297,178 | ||||||||||
Cost of goods sold | 18,028,018 | 446,021 | — | — | 18,474,039 | ||||||||||||||||
Gross profit | 3,705,821 | 117,318 | 94,337 | (94,337 | ) | 3,823,139 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and administrative | 3,454,223 | 92,710 | 59,572 | (112,251 | ) | 3,494,254 | |||||||||||||||
Restructuring and tangible asset impairment charges | 6,996 | — | 1,390 | — | 8,386 | ||||||||||||||||
Total operating expenses | 3,461,219 | 92,710 | 60,962 | (112,251 | ) | 3,502,640 | |||||||||||||||
Operating income | 244,602 | 24,608 | 33,375 | 17,914 | 320,499 | ||||||||||||||||
Interest expense—net | 260,939 | 768 | 44,380 | — | 306,087 | ||||||||||||||||
Loss on extinguishment of debt | 41,796 | — | — | — | 41,796 | ||||||||||||||||
Other expense (income)—net | 107,433 | (17,914 | ) | (107,433 | ) | 17,914 | — | ||||||||||||||
(Loss) income before income taxes | (165,566 | ) | 41,754 | 96,428 | — | (27,384 | ) | ||||||||||||||
Income tax provision | (1,719 | ) | — | (28,103 | ) | — | (29,822 | ) | |||||||||||||
Equity in earnings of subsidiaries | 110,079 | — | — | (110,079 | ) | — | |||||||||||||||
Net (loss) income | (57,206 | ) | 41,754 | 68,325 | (110,079 | ) | (57,206 | ) | |||||||||||||
Other comprehensive income | 123,505 | — | — | — | 123,505 | ||||||||||||||||
Comprehensive income (loss) | $ | 66,299 | $ | 41,754 | $ | 68,325 | $ | (110,079 | ) | $ | 66,299 | ||||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
Fiscal Year Ended December 29, 2012 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 21,087,568 | $ | 577,353 | $ | 94,387 | $ | (94,387 | ) | $ | 21,664,921 | ||||||||||
Cost of goods sold | 17,503,932 | 468,017 | — | — | 17,971,949 | ||||||||||||||||
Gross profit | 3,583,636 | 109,336 | 94,387 | (94,387 | ) | 3,692,972 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and administrative | 3,306,527 | 95,300 | 58,883 | (111,171 | ) | 3,349,539 | |||||||||||||||
Restructuring and tangible asset impairment charges | 6,158 | — | 2,765 | — | 8,923 | ||||||||||||||||
Total operating expenses | 3,312,685 | 95,300 | 61,648 | (111,171 | ) | 3,358,462 | |||||||||||||||
Operating income | 270,951 | 14,036 | 32,739 | 16,784 | 334,510 | ||||||||||||||||
Interest expense–net | 265,719 | 19 | 46,074 | — | 311,812 | ||||||||||||||||
Loss on extinguishment of debt | 30,627 | — | 796 | — | 31,423 | ||||||||||||||||
Other expense (income)—net | 100,078 | (16,784 | ) | (100,078 | ) | 16,784 | — | ||||||||||||||
(Loss) income before income taxes | (125,473 | ) | 30,801 | 85,947 | — | (8,725 | ) | ||||||||||||||
Income tax provision | (13,767 | ) | — | (28,681 | ) | — | (42,448 | ) | |||||||||||||
Equity in earnings of subsidiaries | 88,067 | — | — | (88,067 | ) | — | |||||||||||||||
Net (loss) income | (51,173 | ) | 30,801 | 57,266 | (88,067 | ) | (51,173 | ) | |||||||||||||
Other comprehensive income | 3,410 | — | — | — | 3,410 | ||||||||||||||||
Comprehensive (loss) income | $ | (47,763 | ) | $ | 30,801 | $ | 57,266 | $ | (88,067 | ) | $ | (47,763 | ) | ||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
Fiscal Year Ended December 31, 2011 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 19,759,156 | $ | 585,713 | $ | 95,584 | $ | (95,584 | ) | $ | 20,344,869 | ||||||||||
Cost of goods sold | 16,363,613 | 476,237 | — | — | 16,839,850 | ||||||||||||||||
Gross profit | 3,395,543 | 109,476 | 95,584 | (95,584 | ) | 3,505,019 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and administrative | 3,135,044 | 94,532 | 72,575 | (108,404 | ) | 3,193,747 | |||||||||||||||
Restructuring and tangible asset impairment charges | 68,700 | — | 3,192 | — | 71,892 | ||||||||||||||||
Total operating expenses | 3,203,744 | 94,532 | 75,767 | (108,404 | ) | 3,265,639 | |||||||||||||||
Operating income | 191,799 | 14,944 | 19,817 | 12,820 | 239,380 | ||||||||||||||||
Interest expense (income)—net | 277,212 | (15,822 | ) | 46,224 | — | 307,614 | |||||||||||||||
Loss on extinguishment of debt | 76,011 | — | — | — | 76,011 | ||||||||||||||||
Other expense (income)—net | 103,469 | (25,782 | ) | (90,507 | ) | 12,820 | — | ||||||||||||||
(Loss) income before income taxes | (264,893 | ) | 56,548 | 64,100 | — | (144,245 | ) | ||||||||||||||
Income tax benefit (provision) | 68,355 | — | (26,281 | ) | — | 42,074 | |||||||||||||||
Equity in earnings of subsidiaries | 94,367 | — | — | (94,367 | ) | — | |||||||||||||||
Net (loss) income | (102,171 | ) | 56,548 | 37,819 | (94,367 | ) | (102,171 | ) | |||||||||||||
Other comprehensive loss | (123 | ) | — | — | — | (123 | ) | ||||||||||||||
Comprehensive (loss) income | $ | (102,294 | ) | $ | 56,548 | $ | 37,819 | $ | (94,367 | ) | $ | (102,294 | ) | ||||||||
Schedule of Condensed Consolidating Statement of Cash Flows | ' | ||||||||||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||||||
Fiscal Year Ended December 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 289,245 | $ | 6,902 | $ | 26,105 | $ | 322,252 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses | (11,369 | ) | — | — | (11,369 | ) | |||||||||||||||
Proceeds from sales of property and equipment | 7,018 | — | 7,590 | 14,608 | |||||||||||||||||
Purchases of property and equipment | (185,673 | ) | (5,448 | ) | (10 | ) | (191,131 | ) | |||||||||||||
Net cash (used in) provided by investing activities | (190,024 | ) | (5,448 | ) | 7,580 | (187,892 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt refinancing | 854,485 | — | — | 854,485 | |||||||||||||||||
Proceeds from debt borrowings | 1,644,000 | — | — | 1,644,000 | |||||||||||||||||
Payment for debt financing costs and fees | (29,376 | ) | — | — | (29,376 | ) | |||||||||||||||
Principal payments on debt and capital leases | (2,276,174 | ) | (2,137 | ) | — | (2,278,311 | ) | ||||||||||||||
Repurchase of senior subordinated notes | (375,144 | ) | — | — | (375,144 | ) | |||||||||||||||
Contingent consideration paid for acquisitions of businesses | (6,159 | ) | — | — | (6,159 | ) | |||||||||||||||
Capital (distributions) contributions | 33,685 | — | (33,685 | ) | — | ||||||||||||||||
Proceeds from parent company common stock sales | 1,850 | — | — | 1,850 | |||||||||||||||||
Parent company common stock repurchased | (8,418 | ) | — | — | (8,418 | ) | |||||||||||||||
Net cash provided by (used in) financing activities | (161,251 | ) | (2,137 | ) | (33,685 | ) | (197,073 | ) | |||||||||||||
Net decrease in cash and cash equivalents | (62,030 | ) | (683 | ) | — | (62,713 | ) | ||||||||||||||
Cash and cash equivalents—beginning of year | 240,902 | 1,555 | — | 242,457 | |||||||||||||||||
Cash and cash equivalents—end of year | $ | 178,872 | $ | 872 | $ | — | $ | 179,744 | |||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||||||
Fiscal Year Ended December 29, 2012 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 250,365 | $ | 34,832 | $ | 30,722 | $ | 315,919 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses | (106,041 | ) | — | — | (106,041 | ) | |||||||||||||||
Proceeds from sales of property and equipment | 12,264 | — | 7,421 | 19,685 | |||||||||||||||||
Purchases of property and equipment | (258,566 | ) | (34,876 | ) | (14 | ) | (293,456 | ) | |||||||||||||
Net cash (used in) provided by investing activities | (352,343 | ) | (34,876 | ) | 7,407 | (379,812 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt refinancing | 583,625 | — | 686,000 | 1,269,625 | |||||||||||||||||
Proceeds from other borrowings | 2,031,000 | — | — | 2,031,000 | |||||||||||||||||
Payment for debt financing costs | (31,648 | ) | — | (3,440 | ) | (35,088 | ) | ||||||||||||||
Principal payments on debt and capital leases | (2,129,041 | ) | — | (854,526 | ) | (2,983,567 | ) | ||||||||||||||
Repurchase of senior subordinated notes | (175,338 | ) | — | — | (175,338 | ) | |||||||||||||||
Capital (distributions) contributions | (133,837 | ) | — | 133,837 | — | ||||||||||||||||
Proceeds from parent company common stock sales | 761 | — | — | 761 | |||||||||||||||||
Parent company common stock repurchased | (3,734 | ) | — | — | (3,734 | ) | |||||||||||||||
Net cash provided by (used in) financing activities | 141,788 | — | (38,129 | ) | 103,659 | ||||||||||||||||
Net increase (decrease) in cash and cash equivalents | 39,810 | (44 | ) | — | 39,766 | ||||||||||||||||
Cash and cash equivalents—beginning of year | 201,092 | 1,599 | — | 202,691 | |||||||||||||||||
Cash and cash equivalents—end of year | $ | 240,902 | $ | 1,555 | $ | — | $ | 242,457 | |||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||||||
Fiscal Year Ended December 31, 2011 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 369,532 | $ | 12,012 | $ | 37,623 | $ | 419,167 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses | (41,385 | ) | — | — | (41,385 | ) | |||||||||||||||
Proceeds from sales of property and equipment | 2,454 | — | 5,033 | 7,487 | |||||||||||||||||
Purchases of property and equipment | (289,380 | ) | (15,023 | ) | (11 | ) | (304,414 | ) | |||||||||||||
Net cash (used in) provided by investing activities | (328,311 | ) | (15,023 | ) | 5,022 | (338,312 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt refinancing | 900,000 | — | — | 900,000 | |||||||||||||||||
Proceeds from other borrowings | 225,000 | — | — | 225,000 | |||||||||||||||||
Redemption of senior notes | (1,064,159 | ) | — | — | (1,064,159 | ) | |||||||||||||||
Payment for debt financing costs | (29,569 | ) | — | — | (29,569 | ) | |||||||||||||||
Principal payments on debt and capital leases | (331,015 | ) | — | (8,272 | ) | (339,287 | ) | ||||||||||||||
Capital contributions (distributions) | 34,373 | — | (34,373 | ) | — | ||||||||||||||||
Proceeds from parent company common stock sales | 9,960 | — | — | 9,960 | |||||||||||||||||
Parent company common stock repurchased | (3,222 | ) | — | — | (3,222 | ) | |||||||||||||||
Net cash used in financing activities | (258,632 | ) | — | (42,645 | ) | (301,277 | ) | ||||||||||||||
Net decrease in cash and cash equivalents | (217,411 | ) | (3,011 | ) | — | (220,422 | ) | ||||||||||||||
Cash and cash equivalents—beginning of year | 418,503 | 4,610 | — | 423,113 | |||||||||||||||||
Cash and cash equivalents—end of year | $ | 201,092 | $ | 1,599 | $ | — | $ | 202,691 | |||||||||||||
QUARTERLY_FINANCIAL_INFORMATIO1
QUARTERLY FINANCIAL INFORMATION (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||
Quarterly Financial Information | ' | ||||||||||||||||||||
Financial information for each quarter in the fiscal years ended December 28, 2013 and December 29, 2012, is set forth below (in thousands): | |||||||||||||||||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Fiscal year ended December 28, 2013 | |||||||||||||||||||||
Net sales | $ | 5,404,922 | $ | 5,658,748 | $ | 5,686,712 | $ | 5,546,796 | $ | 22,297,178 | |||||||||||
Cost of goods sold(1) | 4,495,783 | 4,686,933 | 4,716,253 | 4,575,070 | 18,474,039 | ||||||||||||||||
Gross profit | 909,139 | 971,815 | 970,459 | 971,726 | 3,823,139 | ||||||||||||||||
Operating expenses(2) | 885,762 | 871,623 | 881,600 | 863,655 | 3,502,640 | ||||||||||||||||
Interest expense—net | 81,826 | 78,522 | 72,778 | 72,961 | 306,087 | ||||||||||||||||
Loss on extinguishment of debt(3) | 23,967 | 17,829 | — | — | 41,796 | ||||||||||||||||
(Loss) income before income taxes | (82,416 | ) | 3,841 | 16,081 | 35,110 | (27,384 | ) | ||||||||||||||
Income tax (provision) benefit | (12,292 | ) | 12,167 | 6,358 | (36,055 | ) | (29,822 | ) | |||||||||||||
Net (loss) income | $ | (94,708 | ) | $ | 16,008 | $ | 22,439 | $ | (945 | ) | $ | (57,206 | ) | ||||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Fiscal year ended December 29, 2012 | |||||||||||||||||||||
Net sales | $ | 5,259,726 | $ | 5,462,991 | $ | 5,507,531 | $ | 5,434,673 | $ | 21,664,921 | |||||||||||
Cost of goods sold(1) | 4,383,285 | 4,519,594 | 4,582,084 | 4,486,986 | 17,971,949 | ||||||||||||||||
Gross profit | 876,441 | 943,397 | 925,447 | 947,687 | 3,692,972 | ||||||||||||||||
Operating expenses(2) | 810,148 | 850,260 | 847,631 | 850,423 | 3,358,462 | ||||||||||||||||
Interest expense—net | 71,594 | 74,843 | 80,859 | 84,516 | 311,812 | ||||||||||||||||
Loss on extinguishment of debt(3) | — | 9,600 | 796 | 21,027 | 31,423 | ||||||||||||||||
(Loss) income before income taxes | (5,301 | ) | 8,694 | (3,839 | ) | (8,279 | ) | (8,725 | ) | ||||||||||||
Income tax benefit (provision) | 1,812 | (2,992 | ) | 1,284 | (42,552 | ) | (42,448 | ) | |||||||||||||
Net (loss) income | $ | (3,489 | ) | $ | 5,702 | $ | (2,555 | ) | $ | (50,831 | ) | $ | (51,173 | ) | |||||||
-1 | Cost of goods sold is net of related vendor considerations, and excludes depreciation and amortization expense. | ||||||||||||||||||||
-2 | Operating expenses include depreciation and amortization expense, restructuring and tangible asset impairment charges. | ||||||||||||||||||||
-3 | Loss on extinguishment of debt includes fees paid to debt holders, third party costs, early redemption premiums and the write off of old debt facility unamortized debt issuance costs. See Note 11—Debt for a further description of the Company’s debt refinancing transactions. |
BUSINESS_SEGMENT_INFORMATION_T
BUSINESS SEGMENT INFORMATION (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Schedule of Quantitative Reconciliation of Adjusted EBITDA | ' | ||||||||||||
The following is a reconciliation for the last three fiscal years of Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is Net loss: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
Adjusted EBITDA | $ | 845,393 | $ | 840,750 | $ | 812,118 | |||||||
Adjustments: | |||||||||||||
Sponsor fees(1) | (10,302 | ) | (10,242 | ) | (10,206 | ) | |||||||
Restructuring and tangible asset impairment(2) | (8,386 | ) | (8,923 | ) | (71,892 | ) | |||||||
Share-based compensation expense(3) | (8,406 | ) | (4,312 | ) | (14,677 | ) | |||||||
LIFO reserve change(4) | (11,925 | ) | (13,213 | ) | (59,300 | ) | |||||||
Legal(5) | — | — | (3,000 | ) | |||||||||
Loss on extinguishment of debt(6) | (41,796 | ) | (31,423 | ) | (76,011 | ) | |||||||
Pension settlement(7) | (1,778 | ) | (17,840 | ) | — | ||||||||
Business transformation costs(8) | (60,800 | ) | (74,900 | ) | (44,700 | ) | |||||||
Other(9) | (35,109 | ) | (20,918 | ) | (26,231 | ) | |||||||
EBITDA | 666,891 | 658,979 | 506,101 | ||||||||||
Interest expense, net | (306,087 | ) | (311,812 | ) | (307,614 | ) | |||||||
Income tax (provision) benefit | (29,822 | ) | (42,448 | ) | 42,074 | ||||||||
Depreciation and amortization expense | (388,188 | ) | (355,892 | ) | (342,732 | ) | |||||||
Net loss | $ | (57,206 | ) | $ | (51,173 | ) | $ | (102,171 | ) | ||||
-1 | Consists of management fees paid to the Sponsors. | ||||||||||||
-2 | Consist of facility closing, severance and related costs, and tangible asset impairment charges. | ||||||||||||
-3 | Represents costs recorded for USF Holding Corp. stock option awards and restricted stock and restricted stock units vested. | ||||||||||||
-4 | Consists of changes in the LIFO reserve. | ||||||||||||
-5 | Includes settlement costs accrued in 2011 for a class action matter. | ||||||||||||
-6 | Includes fees paid to debt holders, third party costs, early redemption premiums and the write off of old debt facility unamortized debt issuance costs. See Note 11—Debt for a further description of Company’s debt refinancing transactions. | ||||||||||||
-7 | Consists of charges resulting from lump-sum payment settlements to retirees and former employees participating in several Company sponsored pension plans. | ||||||||||||
-8 | Consists primarily of costs related to functionalization and significant process and systems redesign. | ||||||||||||
-9 | Other includes gains, losses or charges, including $3.5 million of 2013 direct and incremental costs related to the Merger Agreement, as specified under the Company’s debt agreements. | ||||||||||||
Sales Mix for Principal Product Categories | ' | ||||||||||||
The following table presents the sales mix for the Company’s principal product categories for the last three fiscal years: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
Meats and seafood | $ | 7,684,396 | $ | 7,445,636 | $ | 6,851,675 | |||||||
Dry grocery products | 4,275,669 | 4,214,890 | 3,939,459 | ||||||||||
Refrigerated and frozen grocery products | 3,446,308 | 3,373,764 | 3,170,696 | ||||||||||
Dairy | 2,332,346 | 2,221,986 | 2,135,695 | ||||||||||
Equipment, disposables and supplies | 2,133,899 | 2,075,323 | 1,952,317 | ||||||||||
Beverage products | 1,309,303 | 1,322,961 | 1,267,969 | ||||||||||
Produce | 1,115,257 | 1,010,361 | 1,027,058 | ||||||||||
$ | 22,297,178 | $ | 21,664,921 | $ | 20,344,869 | ||||||||
Recovered_Sheet1
Overview and Basis of Presentation - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Jul. 03, 2007 | Jun. 30, 2013 | Dec. 08, 2013 | Dec. 28, 2013 | |
8.5% Senior Notes due 2019 [Member] | USF Holding Corp. [Member] | USF Holding Corp. [Member] | |||||
Basis Of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Percentage of ownership | 100.00% | ' | 100.00% | ' | ' | ' | ' |
Date of Acquisition | 3-Jul-07 | ' | ' | ' | ' | ' | 8-Dec-13 |
Acquisition price | ' | ' | ' | $7,200,000,000 | ' | ' | ' |
Aggregate purchase price paid in cash | 11,369,000 | 106,041,000 | 41,385,000 | ' | ' | 500,000,000 | ' |
Aggregate purchase price paid in common stock | ' | ' | ' | ' | ' | 3,000,000,000 | ' |
Termination fee payable due on termination | ' | ' | ' | ' | ' | 300,000,000 | ' |
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 $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' |
Percentage of ownership | 100.00% | ' | 100.00% |
Accounts receivable collection period | '30 days | ' | ' |
Inventory reserves on LIFO | $148,000,000 | $136,000,000 | ' |
Effect of LIFO reserves on cost of goods sold | 12,000,000 | 13,000,000 | 59,000,000 |
Shipping and handling costs | $1,500,000,000 | $1,500,000,000 | $1,400,000,000 |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' |
Concentration risk, percentage | 5.00% | 5.00% | ' |
Number of customers | 0 | 0 | ' |
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 $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Recurring fair value measurements [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Money market funds | $64,100 | ' |
Interest rate swap derivative liability | ' | -2,034 |
Balance | 64,100 | -2,034 |
Nonrecurring fair value measurements [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets held for sale | 10,930 | 23,400 |
Property and equipment | ' | 3,361 |
Contingent consideration payable for business acquisitions | ' | 5,500 |
Balance | 10,930 | 32,261 |
Level 1 [Member] | Recurring fair value measurements [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Money market funds | 64,100 | ' |
Interest rate swap derivative liability | ' | ' |
Balance | 64,100 | ' |
Level 1 [Member] | Nonrecurring fair value measurements [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets held for sale | ' | ' |
Property and equipment | ' | ' |
Contingent consideration payable for business acquisitions | ' | ' |
Balance | ' | ' |
Level 2 [Member] | Recurring fair value measurements [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Money market funds | ' | ' |
Interest rate swap derivative liability | ' | -2,034 |
Balance | ' | -2,034 |
Level 2 [Member] | Nonrecurring fair value measurements [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets held for sale | ' | ' |
Property and equipment | ' | ' |
Contingent consideration payable for business acquisitions | ' | ' |
Balance | ' | ' |
Level 3 [Member] | Recurring fair value measurements [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Money market funds | ' | ' |
Interest rate swap derivative liability | ' | ' |
Balance | ' | ' |
Level 3 [Member] | Nonrecurring fair value measurements [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets held for sale | 10,930 | 23,400 |
Property and equipment | ' | 3,361 |
Contingent consideration payable for business acquisitions | ' | 5,500 |
Balance | $10,930 | $32,261 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Contract | |||
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 | ' | ' |
Money market fund carrying value | 64,000,000 | 0 | ' |
Tangible asset impairment charges | 1,860,000 | 7,530,000 | 9,260,000 |
Intangible asset impairment charges | 2,000,000 | 2,000,000 | ' |
Total debt fair value debt | 4,900,000,000 | 4,900,000,000 | ' |
Aggregate carrying value of debt | 4,800,000,000 | 4,800,000,000 | ' |
Property, Plant and Equipment [Member] | ' | ' | ' |
Derivative Instruments [Line Items] | ' | ' | ' |
Tangible asset impairment charges | 0 | 5,000,000 | ' |
Money Market Funds [Member] | ' | ' | ' |
Derivative Instruments [Line Items] | ' | ' | ' |
Money market fund maturity period | 'Three or fewer months | ' | ' |
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 | $1,500,000,000 | ' | ' |
Interest rate | 8.50% | ' | ' |
Fair_Value_Measurements_Effect
Fair Value Measurements - Effect of Interest Rate Swap Derivative Financial Instruments in Other Comprehensive Loss (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Derivative Instruments [Line Items] | ' | ' | ' |
Amount of Loss Recognized in Other Comprehensive Loss on Derivative (Effective Portion), net of tax | $542 | $17,570 | $17,506 |
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 | -255 | -1,479 | ' |
Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income (Effective portion), net of tax | -797 | -19,049 | ' |
Amount of Income (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | $645 | ($645) | ' |
Recovered_Sheet3
Allowance For Doubtful Accounts - Summary of Activity in Allowance for Doubtful Accounts (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Schedule Of Financial Receivables [Line Items] | ' | ' | ' |
Balance at beginning of period | $128,844 | $85,685 | $74,916 |
Charged to costs and expenses | 32,445 | 43,748 | 10,769 |
Balance at end of period | 117,227 | 128,844 | 85,685 |
Allowance for Doubtful Accounts [Member] | ' | ' | ' |
Schedule Of Financial Receivables [Line Items] | ' | ' | ' |
Balance at beginning of period | 25,606 | 35,100 | 36,904 |
Charged to costs and expenses | 19,481 | 10,701 | 17,156 |
Customer accounts written off - net of recoveries | -19,936 | -20,195 | -18,960 |
Balance at end of period | $25,151 | $25,606 | $35,100 |
Recovered_Sheet4
Allowance for Doubtful Accounts - Additional Information (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Receivables [Abstract] | ' | ' | ' |
Vendor receivable, allowance for doubtful accounts | $2,661 | $3,669 | $5,000 |
Recovered_Sheet5
Accounts Receivable Financing Program - Additional Information (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' |
Percentage of ownership | 100.00% | ' | 100.00% |
Borrowings | $4,752,162,000 | $4,805,309,000 | ' |
2012 ABS Facility [Member] | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' |
Percentage of ownership | 100.00% | ' | ' |
Maximum borrowing capacity | 800,000,000 | ' | ' |
Borrowings | 686,000,000 | 686,000,000 | ' |
Accounts receivable | $930,000,000 | $918,000,000 | ' |
Restricted_Cash_Additional_Inf
Restricted Cash - Additional Information (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Millions, unless otherwise specified | ||
Cash And Cash Equivalents [Abstract] | ' | ' |
Restricted cash | $7 | $7 |
Property_and_Equipment_Summary
Property and Equipment - Summary of Property and Equipment (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, Gross | $2,841,954 | $2,596,227 |
Less accumulated depreciation and amortization | -1,093,459 | -889,839 |
Property and equipment-net | 1,748,495 | 1,706,388 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, Gross | 287,385 | 286,758 |
Building and building improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, Gross | 1,052,355 | 1,013,792 |
Transportation equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, Gross | 586,376 | 487,858 |
Warehouse equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, Gross | 278,732 | 263,388 |
Office equipment, furniture and software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, Gross | 532,389 | 446,875 |
Construction in progress [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, Gross | $104,717 | $97,556 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Accumulated amortization of capital lease assets | $14,000,000 | $4,000,000 | ' |
Interest Capitalized | 2,000,000 | 1,000,000 | ' |
Depreciation and amortization expense | 388,188,000 | 355,892,000 | 342,732,000 |
Transportation equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Capital lease assets | 94,000,000 | 0 | ' |
Building and building improvements [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Capital lease assets | 33,000,000 | 32,000,000 | ' |
Property And Equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Depreciation and amortization expense | $240,000,000 | $217,000,000 | $208,000,000 |
Recovered_Sheet6
Goodwill and Other Intangibles - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Other Intangible Assets [Line Items] | ' | ' | ' |
Amortization expense | $147 | $139 | $135 |
Customer relationships [Member] | ' | ' | ' |
Other Intangible Assets [Line Items] | ' | ' | ' |
Weighted-average remaining useful lives of intangible assets | '3 years | ' | ' |
Future Amortization Expense, 2014 | 150 | ' | ' |
Future Amortization Expense, 2015 | 147 | ' | ' |
Future Amortization Expense, 2016 | 140 | ' | ' |
Future Amortization Expense, 2017 | 63 | ' | ' |
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 | ' | ' |
Noncompete agreement [Member] | ' | ' | ' |
Other Intangible Assets [Line Items] | ' | ' | ' |
Estimated useful lives of intangible assets | '5 years | ' | ' |
Future Amortization Expense, 2017 | 0.2 | ' | ' |
Future Amortization Expense, Year Five | $0.10 | ' | ' |
2013 business acquisition [Member] | Customer relationships [Member] | ' | ' | ' |
Other Intangible Assets [Line Items] | ' | ' | ' |
Estimated useful lives of intangible assets | '4 years | ' | ' |
Recovered_Sheet7
Goodwill and Other Intangibles - Schedule of Goodwill and Other Intangibles, Net (Detail) (USD $) | Dec. 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 | 753,840 | 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 | 1,377,663 | 1,366,056 |
Accumulated amortization | -877,396 | -729,403 |
Net carrying value | 500,267 | 636,653 |
Noncompete agreement [Member] | ' | ' |
Other Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 800 | ' |
Accumulated amortization | -27 | ' |
Net carrying value | $773 | ' |
Assets_Held_for_Sale_Additiona
Assets Held for Sale - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Facility | Facility | ||
Property Plant And Equipment Useful Life And Values [Abstract] | ' | ' | ' |
Assets Held for Sale for more than one year | $10,000,000 | $12,000,000 | ' |
Number of facilities sold | 4 | 4 | ' |
Assets Held for Sale, net proceeds | 11,000,000 | 17,000,000 | ' |
Property and equipment reclassified to assets held for sale | ' | 12,000,000 | ' |
Net gain on sale of assets held for sale | ' | 1,000,000 | ' |
Tangible asset impairment charges | $1,860,000 | $7,530,000 | $9,260,000 |
Asset_Held_for_Sale_Schedule_o
Asset Held for Sale - Schedule of Change in Assets Held for Sale (Detail) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Dec. 28, 2012 | Dec. 28, 2011 |
Property Plant And Equipment Useful Life And Values [Abstract] | ' | ' | ' | ' | ' |
Balance at beginning of year | $23,193 | ' | ' | $23,193 | $30,405 |
Transfers in | 4,193 | 11,804 | ' | ' | ' |
Assets sold | -10,972 | -16,526 | ' | ' | ' |
Tangible asset impairment charges | -1,860 | -7,530 | -9,260 | ' | ' |
Balance at end of the year | $14,554 | $23,193 | ' | $23,193 | $30,405 |
Debt_Components_of_Debt_Detail
Debt - Components of Debt (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Aug. 31, 2012 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Jan. 31, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | Amended 2007 Term Loan [Member] | Obligations under capital leases [Member] | Obligations under capital leases [Member] | Obligations under capital leases [Member] | Obligations under capital leases [Member] | ABL Facility [Member] | ABL Facility [Member] | 2012 ABS Facility [Member] | 2012 ABS Facility [Member] | 2012 ABS Facility [Member] | Amended 2011 Term Loan [Member] | 2011 Term Loan [Member] | 2011 Term Loan [Member] | CMBS Fixed Facility [Member] | CMBS Fixed Facility [Member] | 8.5 % Senior Notes [Member] | 8.5 % Senior Notes [Member] | Senior Subordinated Notes [Member] | Senior Subordinated Notes [Member] | Other debt [Member] | Other debt [Member] | Other debt [Member] | Other debt [Member] | ||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual Maturity | ' | ' | ' | ' | ' | ' | ' | 11-May-16 | ' | 27-Aug-15 | ' | ' | 31-Mar-19 | 31-Mar-17 | ' | 1-Aug-17 | ' | 30-Jun-19 | ' | 30-Jun-17 | ' | ' | ' | ' | ' |
Contractual Maturity | ' | ' | ' | ' | ' | '2019 | '2025 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2018 | '2031 |
Interest rate | ' | ' | ' | ' | ' | 4.39% | 6.25% | 3.66% | ' | 1.46% | ' | ' | 4.50% | ' | ' | 6.38% | ' | 8.50% | ' | 11.25% | ' | ' | ' | 5.75% | 9.00% |
Total debt | $4,752,162 | $4,805,309 | $1,684,086 | $116,662 | $31,075 | ' | ' | $20,000 | $170,000 | $686,000 | $686,000 | $686,000 | $2,094,750 | $2,095,000 | $418,625 | $472,391 | $472,391 | $1,350,000 | $975,000 | ' | $355,166 | $12,359 | $12,966 | ' | ' |
Add unamortized premium | 18,311 | 8,516 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less current portion of long-term debt | -35,225 | -48,926 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | $4,735,248 | $4,764,899 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Aug. 31, 2012 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 31, 2011 | |
Unsecured Senior Notes [Member] | Unsecured Senior Notes [Member] | ABL Senior Secured Revolving Facility [Member] | ABL Senior Secured Revolving Facility [Member] | Letter of Credit [Member] | Entities affiliated [Member] | Entities affiliated [Member] | 2012 ABS Facility [Member] | 2012 ABS Facility [Member] | 2012 ABS Facility [Member] | Commercial paper [Member] | Excluding commercial paper [Member] | Excluding commercial paper [Member] | 2011 Term Loan [Member] | 2011 Term Loan [Member] | Lease Obligations [Member] | Standby Letters of Credit for Self Insurance Program [Member] | Other obligations [Member] | CMBS Fixed Facility [Member] | CMBS Fixed Facility [Member] | |||
ABL Senior Secured Revolving Facility [Member] | Unsecured Senior Notes [Member] | ABL Senior Secured Revolving Facility [Member] | ABL Senior Secured Revolving Facility [Member] | ABL Senior Secured Revolving Facility [Member] | Property | Property | ||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total debt borrowed at fixed rate | $1,951,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total debt borrowed at floating rate | 2,801,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | 1,100,000,000 | ' | ' | ' | ' | 800,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, outstanding amount | ' | ' | ' | ' | 20,000,000 | ' | 293,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit, outstanding amount | ' | ' | ' | ' | 787,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 93,000,000 | 183,000,000 | 17,000,000 | ' | ' |
Interest rate | ' | ' | ' | ' | 'Prime plus 1.25% or LIBOR plus 2.25% | ' | ' | ' | ' | ' | ' | ' | 'The lender's commercial paper rate, plus any other costs associated with the issuance of commercial paper, plus 1.25% | 'LIBOR plus 1.25 | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing limit for interest calculation | ' | ' | ' | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate if borrowed up to 75 million | ' | ' | ' | ' | 'Prime plus 2.5% or LIBOR plus 3.5% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letter of credit fees percentage | ' | ' | ' | ' | 2.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of unused commitment fee | ' | ' | ' | ' | 0.38% | ' | ' | ' | ' | ' | ' | ' | 0.35% | 0.35% | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average interest rate | ' | ' | ' | ' | 3.50% | 3.15% | ' | ' | ' | ' | ' | ' | ' | 1.55% | 1.57% | ' | ' | ' | ' | ' | ' | ' |
Percentage of eligible finance receivables | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total debt | 4,752,162,000 | 4,805,309,000 | 1,350,000,000 | 975,000,000 | ' | ' | ' | 287,000,000 | 2,000,000 | 686,000,000 | 686,000,000 | 686,000,000 | ' | ' | ' | 2,095,000,000 | 418,625,000 | ' | ' | ' | 472,000,000 | ' |
Interest rate above base rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25% | ' | ' | 2.50% | ' | ' | ' | ' | ' | ' |
Basis spread on variable interest rate | ' | ' | ' | ' | ' | ' | ' | 3.50% | ' | ' | ' | ' | ' | 1.25% | ' | 3.50% | ' | ' | ' | ' | ' | ' |
Floor interest rate on basis spread | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' |
Principal repayments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | 8.50% | ' | ' | ' | ' | 4.50% | ' | 1.46% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.38% | ' |
Number of properties mortgaged | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38 | 38 |
Unamortized issue of Senior Notes with premium | $18,311,000 | $8,516,000 | $18,000,000 | $9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of repurchase price of senior notes | ' | ' | 'Price equal to 101% of the principal amount, plus accrued and unpaid interest to the date of repurchase | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price percentage of principal amount | 101.00% | ' | 101.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt_Principal_Payments_on_Out
Debt - Principal Payments on Outstanding Debt (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Equity Method Investments And Cost Method Investments [Abstract] | ' | ' |
2014 | $35,225 | ' |
2015 | 727,265 | ' |
2016 | 56,857 | ' |
2017 | 510,139 | ' |
2018 | 38,684 | ' |
Thereafter | 3,383,992 | ' |
Total Long Term Debt | $4,752,162 | $4,805,309 |
Debt_Debt_Refinancing_Transact
Debt - Debt Refinancing Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||
Jun. 30, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 28, 2013 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 29, 2012 | Dec. 28, 2013 | Jun. 29, 2013 | Jan. 31, 2013 | Dec. 29, 2012 | Jan. 31, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | 31-May-11 | 31-May-11 | Dec. 28, 2013 | Jun. 29, 2013 | Dec. 29, 2012 | Jun. 29, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Aug. 31, 2012 | 31-May-11 | Dec. 28, 2013 | |
Other Property [Member] | CMBS Fixed Facility [Member] | CMBS Fixed Facility [Member] | CMBS Floating Facility [Member] | Amended 2007 Term Loan [Member] | Amended 2011 Term Loan [Member] | Amended 2011 Term Loan [Member] | Senior Subordinated Notes [Member] | Senior Subordinated Notes [Member] | 8.5 % Senior Notes [Member] | 8.5 % Senior Notes [Member] | 8.5 % Senior Notes [Member] | 8.5 % Senior Notes [Member] | 2011 Term Loan [Member] | 2011 Term Loan [Member] | 2011 Term Loan [Member] | 2011 Term Loan [Member] | 2011 Term Loan [Member] | 2007 Term Loan [Member] | 2012 ABS Facility [Member] | 2012 ABS Facility [Member] | 2012 ABS Facility [Member] | 10.25% Senior Notes [Member] | 10.25% Senior Notes [Member] | |||||||||
Property | Property | Property | Property | Amended 2007 Term Loan [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,091,000,000 | $355,000,000 | $166,000,000 | $375,000,000 | ' | ' | $400,000,000 | ' | ' | $2,100,000,000 | ' | ' | $1,691,000,000 | ' | ' | ' | $1,000,000,000 | ' |
Contractual Maturity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Mar-19 | ' | 30-Jun-17 | ' | ' | 30-Jun-19 | ' | ' | ' | 31-Mar-17 | ' | ' | ' | 3-Jul-14 | 27-Aug-15 | ' | ' | ' | 30-Jun-15 |
Debt instrument, extended maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Mar-19 | ' | ' | ' | 31-Mar-17 | ' | ' | ' | ' | ' |
Aggregate principal amount of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,634,000,000 | ' | 800,000,000 | ' | ' | ' | ' |
Purchase of additional debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 371,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.38% | ' | ' | ' | ' | ' | 11.25% | ' | ' | 8.50% | ' | ' | ' | ' | ' | ' | ' | ' | 1.46% | ' | ' | 10.25% | ' |
Redemption price percentage of principal amount | ' | ' | ' | ' | ' | 101.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105.63% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issue price percent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 103.50% | ' | 101.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds from issuance of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 175,000,000 | 388,000,000 | ' | 178,000,000 | ' | 425,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | -17,829,000 | -23,967,000 | -21,027,000 | -796,000 | -9,600,000 | -41,796,000 | -31,423,000 | -76,011,000 | ' | ' | ' | ' | ' | 42,000,000 | ' | ' | 31,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 76,000,000 | ' |
Loss on early redemption premium | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 64,000,000 | ' |
Write Off Of Deferred Debt Issuance Cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,000,000 | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000,000 | ' |
Loan fees related to extinguishment of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized debt issuance cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 249,000,000 | ' | ' | ' | ' | ' |
Total debt | ' | ' | 4,805,309,000 | ' | ' | 4,752,162,000 | 4,805,309,000 | ' | ' | 472,000,000 | ' | ' | 1,684,086,000 | ' | ' | ' | 355,166,000 | ' | 1,350,000,000 | 975,000,000 | ' | ' | 2,095,000,000 | ' | 418,625,000 | ' | ' | 686,000,000 | 686,000,000 | 686,000,000 | ' | ' |
Third party costs for redemption of notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transaction costs | ' | ' | ' | ' | ' | $29,000,000 | $35,000,000 | $30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Direct and Indirect ownership percentage in domestic subsidiaries | ' | ' | ' | ' | ' | 100.00% | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties mortgaged | ' | ' | ' | ' | ' | ' | ' | ' | 14 | 38 | 38 | 15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recovered_Sheet8
Accrued Expenses and Other Long-term Liabilities - Accrued Expenses and Other Long-term Liabilities (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Accrued expenses and other current liabilities: | ' | ' |
Salary, wages and bonus expenses | $110,427 | $60,855 |
Operating expenses | 61,500 | 66,795 |
Workers' compensation, general liability and fleet liability | 42,204 | 44,868 |
Group medical liability | 20,379 | 21,701 |
Customer rebates and other selling expenses | 63,038 | 60,598 |
Restructuring | 13,184 | 11,696 |
Property and sales tax | 22,526 | 20,790 |
Interest payable | 70,702 | 79,951 |
Interest rate swap derivative | ' | 2,034 |
Other | 19,675 | 19,018 |
Total accrued expenses and other current liabilities | 423,635 | 388,306 |
Other long-term liabilities: | ' | ' |
Workers' compensation, general liability and fleet liability | 111,364 | 114,601 |
Accrued pension and other postretirement benefit obligations | 100,393 | 239,549 |
Restructuring | 58,034 | 65,602 |
Unfunded lease obligation | 33,404 | 28,371 |
Other | 31,613 | 31,519 |
Total Other long-term liabilities | $334,808 | $479,642 |
Recovered_Sheet9
Accrued Expenses and Other Long-term Liabilities - Summary of Self-insurance Liability (Detail) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Dec. 28, 2012 | Dec. 28, 2011 |
Payables And Accruals [Abstract] | ' | ' | ' | ' | ' |
Balance at beginning of the year | $159,469 | $175,891 | $187,694 | $159,469 | $175,891 |
Charged to costs and expenses | 56,526 | 37,763 | 46,127 | ' | ' |
Payments | -62,427 | -54,185 | -57,930 | ' | ' |
Balance at end of the year | $153,568 | $159,469 | $175,891 | $159,469 | $175,891 |
Recovered_Sheet10
Restructuring and Tangible Asset Impairment Charges - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Jan. 01, 2011 | |
Facility | ||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring and tangible asset impairment charges | $8,386,000 | $8,923,000 | $71,892,000 | ' |
Number of closed facilities | ' | 4 | ' | ' |
Severance and related costs | 6,828,000 | 3,128,000 | 61,857,000 | ' |
Tangible asset impairment charges | 2,000,000 | 5,000,000 | ' | ' |
Multiemployer pension withdrawal liability | 280,000,000 | ' | ' | ' |
Assets Held for Sale, impairment charge | ' | 2,000,000 | ' | ' |
Tangible asset impairment charges | 1,860,000 | 7,530,000 | 9,260,000 | ' |
Facility closing costs | ' | ' | 1,000,000 | ' |
Restructuring liabilities | 71,218,000 | 77,298,000 | 90,993,000 | 48,870,000 |
Other Assets [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Assets Held for Sale, impairment charge | ' | ' | 2,000,000 | ' |
Multiemployer pension withdrawal liabilities [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Severance and related costs | 2,000,000 | ' | ' | ' |
Multiemployer pension withdrawal liability | 1,000,000 | ' | ' | ' |
Restructuring liabilities | 60,000,000 | ' | ' | ' |
Lease Obligation On Unused Facilities [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Reversal to restructuring liabilities | ' | 2,000,000 | ' | ' |
Reorganization [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Severance and related costs | ' | ' | 17,000,000 | ' |
Severance and Related Costs [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring liabilities | 69,072,000 | 74,121,000 | 85,400,000 | 42,365,000 |
Minimum [Member] | Multiemployer pension withdrawal liabilities [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Interest rate on restructuring liabilities | 5.90% | ' | ' | ' |
Maximum [Member] | Multiemployer pension withdrawal liabilities [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Interest rate on restructuring liabilities | 6.70% | ' | ' | ' |
Distribution facilities [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Number of closed facilities | 3 | 3 | 4 | ' |
Severance and related costs | ' | ' | 45,000,000 | ' |
Tangible asset impairment charges | ' | ' | 7,000,000 | ' |
Distribution facilities [Member] | Multiemployer pension withdrawal liabilities [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Severance and related costs | ' | ' | $40,000,000 | ' |
Administrative Support Services [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Number of closed facilities | ' | 1 | ' | ' |
Recovered_Sheet11
Restructuring and Tangible Asset Impairment Charges - Summary of Changes in Restructuring Liabilities (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Balance at beginning of period | $77,298 | $90,993 | $48,870 |
Current period charges | 7,636 | 4,754 | 65,437 |
Change in estimate | -1,110 | -3,361 | -2,805 |
Payments and usage-net of accretion | -12,606 | -15,088 | -20,509 |
Balance at end of period | 71,218 | 77,298 | 90,993 |
Severance and Related Costs [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Balance at beginning of period | 74,121 | 85,400 | 42,365 |
Current period charges | 7,308 | 4,703 | 64,302 |
Change in estimate | -480 | -1,575 | -2,445 |
Payments and usage-net of accretion | -11,877 | -14,407 | -18,822 |
Balance at end of period | 69,072 | 74,121 | 85,400 |
Facility Closing Costs [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Balance at beginning of period | 3,177 | 5,593 | 6,505 |
Current period charges | 328 | 51 | 1,135 |
Change in estimate | -630 | -1,786 | -360 |
Payments and usage-net of accretion | -729 | -681 | -1,687 |
Balance at end of period | $2,146 | $3,177 | $5,593 |
Restructuring_and_Tangible_Ass2
Restructuring and Tangible Asset Impairment Charges - Summary of Restructuring Charges (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Reorganizations [Abstract] | ' | ' | ' |
Severance and related costs | $6,828 | $3,128 | $61,857 |
Facility closing costs | -302 | -1,735 | 775 |
Tangible asset impairment charges | 1,860 | 7,530 | 9,260 |
Total | $8,386 | $8,923 | $71,892 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | |||||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Jan. 31, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 29, 2012 | |
Senior Subordinated Notes [Member] | Entities affiliated with Sponsors [Member] | Entities affiliated with Sponsors [Member] | Entities affiliated with Sponsors [Member] | ||||
Senior Subordinated Notes [Member] | |||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Management fee | $800,000 | ' | ' | ' | ' | ' | ' |
Management fees and related expenses | 10,000,000 | 10,000,000 | 10,000,000 | ' | ' | ' | ' |
Transaction fees | 2,000,000 | 3,000,000 | ' | ' | ' | ' | ' |
Company purchased from affiliate | 12,000,000 | 19,000,000 | 2,000,000 | ' | ' | ' | ' |
Payment due to affiliate | 200,000 | 1,000,000 | ' | ' | ' | ' | ' |
Amount held in principal of debt facilities | 4,735,248,000 | 4,764,899,000 | ' | ' | 289,000,000 | 381,000,000 | 355,000,000 |
Redemption price percentage | 101.00% | ' | ' | 105.63% | ' | ' | ' |
Consent fees | 3,400,000 | ' | ' | ' | ' | ' | ' |
Liability transaction costs | 300,000 | ' | ' | ' | ' | ' | ' |
Fees and related receivable | $300,000 | ' | ' | ' | ' | ' | ' |
Recovered_Sheet12
Share-Based Compensation and USF Holding Corp. Common Stock Issuances - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Share-based compensation expense | $8,406,000 | $4,312,000 | $14,677,000 |
Share-based compensation, price of shares purchased | $6 | ' | ' |
Stock options, Exercise price per share, lower range | $4.50 | ' | ' |
Stock options, Exercise price per share, upper range | $6 | ' | ' |
Weighted-average grant date fair value | $2.22 | $2.05 | $1.75 |
Cash outflow for the excess of fair value over exercise price of stock options exercised | 2,000,000 | 900,000 | 100,000 |
Stock options exercised | 2,467,944 | ' | ' |
Time Options [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Stock options exercised | 1,233,972 | ' | ' |
Stock options exercised | 1,233,972 | 425,550 | 131,000 |
Performance Options [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Stock options exercised | 1,233,972 | ' | ' |
Stock options exercised | 1,233,972 | 425,550 | 131,000 |
Performance Options 2012 [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Company recorded compensation charge | 2,000,000 | ' | ' |
Employee Stock Option [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Share-based compensation, vesting period | '10 years | '10 years | '10 years |
Assumed Dividend Yield | 0.00% | 0.00% | 0.00% |
Unrecognized compensation cost | 21,000,000 | ' | ' |
Weighted average recognition period | '3 years | ' | ' |
Options expected to vest | 10,000,000 | ' | ' |
Employee Stock Option [Member] | Distribution, selling and administration [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Share-based compensation expense | 4,000,000 | 2,000,000 | 14,000,000 |
Restricted Shares [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Weighted average recognition period | '3 years | ' | ' |
Share-based compensation, shares granted | 375,001 | 481,702 | 251,111 |
Granted | $6 | $6 | $5.50 |
Unrecognized compensation cost | 2,000,000 | ' | ' |
Share-based compensation, shares outstanding | 372,764 | 592,843 | ' |
Weighted average exercise price outstanding | $6 | $6 | ' |
Restricted Shares [Member] | Distribution, selling and administration [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Share-based compensation expense | 3,000,000 | 2,000,000 | 1,000,000 |
Restricted Stock Units (RSUs) [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Share-based compensation, vesting period | '4 years | ' | ' |
Weighted average recognition period | '3 years | ' | ' |
Granted | $6 | ' | ' |
Unrecognized compensation cost | 14,000,000 | ' | ' |
Share-based compensation, shares outstanding | 2,362,499 | ' | ' |
Weighted average exercise price outstanding | $6 | ' | ' |
Unrecognized compensation cost expected to recognize | 2,400,000 | ' | ' |
Restricted Stock Units (RSUs) [Member] | Distribution, selling and administration [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Share-based compensation expense | 1,000,000 | ' | ' |
Stock Appreciation Rights (SARs) [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Share-based compensation, shares granted | 0 | ' | ' |
Share-based compensation, shares outstanding | 1,723,600 | ' | ' |
Weighted average exercise price outstanding | $4.99 | ' | ' |
Performance Restricted Stock Units [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Performance Options outstanding | 200,000 | ' | ' |
Share-based compensation, shares outstanding | 1,097,916 | ' | ' |
Performance RSU Options issued | 300,000 | ' | ' |
Performance Target [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Unrecognized compensation cost | 12,000,000 | ' | ' |
Weighted average recognition period | '3 years | ' | ' |
Options expected to vest | 6,500,000 | ' | ' |
Performance Target [Member] | Performance Options [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Performance Options issued | 1,900,000 | ' | ' |
Performance Options forfeited | 100,000 | ' | ' |
Performance Options outstanding | 8,400,000 | 7,700,000 | ' |
Performance Target [Member] | Employee Stock Option [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Unrecognized compensation cost | 12,000,000 | ' | ' |
Options expected to vest | 6,500,000 | ' | ' |
Performance Target [Member] | Restricted Stock Units (RSUs) [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Weighted average recognition period | '3 years | ' | ' |
Unrecognized compensation cost | 5,000,000 | ' | ' |
Unrecognized compensation cost expected to recognize | 900,000 | ' | ' |
Employee Stock [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Share-based compensation expense | 8,000,000 | 4,000,000 | 15,000,000 |
Income tax benefit related to share-based compensation expense | $3,000,000 | $1,000,000 | $6,000,000 |
Minimum [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Share-based compensation, price of shares purchased | ' | $5 | $5 |
Minimum [Member] | Time Options [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Options vesting and exercisable period | '4 years | ' | ' |
Minimum [Member] | Performance Options [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Options vesting and exercisable period | '4 years | ' | ' |
Minimum [Member] | Restricted Shares [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Share-based compensation, vesting period | '2 years | ' | ' |
Minimum [Member] | Employee Stock [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Shares reserved for issuance under Stock Incentive Plan | 31,500,000 | ' | ' |
Maximum [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Share-based compensation, price of shares purchased | ' | $6 | $5.50 |
Maximum [Member] | Time Options [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Options vesting and exercisable period | '5 years | ' | ' |
Maximum [Member] | Performance Options [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Options vesting and exercisable period | '5 years | ' | ' |
Maximum [Member] | Restricted Shares [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Share-based compensation, vesting period | '5 years | ' | ' |
Maximum [Member] | Employee Stock [Member] | ' | ' | ' |
Schedule Of Share Based Compensation Arrangements [Line Items] | ' | ' | ' |
Shares reserved for issuance under Stock Incentive Plan | 53,200,000 | ' | ' |
Recovered_Sheet13
Share-Based Compensation and USF Holding Corp. Common Stock Issuances - Shares and Net Proceeds, Including Loan Activity and Share Costs, of Employee Share Repurchases Contributed by USF Holding Corp (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Issued and outstanding beginning balance | 1,000 | ' | ' |
Issued and outstanding ending balance | 1,000 | 1,000 | ' |
Options, repurchased | ($9,424) | ($3,734) | ($3,222) |
Employee Stock [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Issued and outstanding beginning balance | 6,785 | ' | ' |
Issued | 296 | ' | ' |
Repurchased | -1,044 | ' | ' |
Issued and outstanding ending balance | 6,037 | ' | ' |
Issued and outstanding beginning balance | 31,922 | ' | ' |
Options, Issued | 1,850 | ' | ' |
Options, repurchased | -5,399 | ' | ' |
Issued and outstanding ending balance | $28,373 | ' | ' |
ShareBased_Compensation_and_US2
Share-Based Compensation and USF Holding Corp. Common Stock Issuances - Weighted-Average Assumptions for Options Granted (Detail) (Employee Stock Option [Member]) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Employee Stock Option [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected volatility | 35.00% | 35.00% | 30.00% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Risk-free rate | 1.00% | 0.90% | 1.20% |
Expected term (in years) 10-year options | '6 years 3 months 18 days | '6 years 8 months 12 days | '6 years 6 months |
ShareBased_Compensation_and_US3
Share-Based Compensation and USF Holding Corp. Common Stock Issuances - Weighted-Average Assumptions for Options Granted (Parenthetical) (Detail) (Employee Stock Option [Member]) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Employee Stock Option [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock-based compensation, term | '10 years | '10 years | '10 years |
ShareBased_Compensation_and_US4
Share-Based Compensation and USF Holding Corp. Common Stock Issuances - Summary of Options Outstanding (Detail) (USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Outstanding, beginning balance | 21,201,156 | ' | ' |
Options granted | 6,976,432 | ' | ' |
Options exercised | -2,467,944 | ' | ' |
Options forfeited | -910,534 | ' | ' |
Outstanding, ending balance | 24,799,110 | 21,201,156 | ' |
Outstanding, vested and exercisable | 14,745,078 | ' | ' |
Average Fair Value Outstanding, beginning balance | $2.03 | ' | ' |
Average Fair Value granted | $2.22 | $2.05 | $1.75 |
Average Fair Value exercised | $2.14 | ' | ' |
Average Fair Value forfeited | $1.98 | ' | ' |
Average Fair Value Outstanding, ending balance | $2.04 | $2.03 | ' |
Average Fair Value Vested and exercisable | $2.04 | ' | ' |
Average Exercise Price Outstanding, beginning balance | $4.93 | ' | ' |
Average Exercise Price granted | $6 | ' | ' |
Average Exercise Price exercised | $4.98 | ' | ' |
Average Exercise Price forfeited | $5.60 | ' | ' |
Average Exercise Price Outstanding, ending balance | $5.20 | $4.93 | ' |
Average Exercise Price Vested and exercisable | $4.93 | ' | ' |
Remaining contractual term, Outstanding | '7 years | ' | ' |
Remaining contractual term, Vested and exercisable | '7 years | ' | ' |
Time Options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Outstanding, beginning balance | 10,600,578 | ' | ' |
Options granted | 3,488,216 | ' | ' |
Options exercised | -1,233,972 | -425,550 | -131,000 |
Options forfeited | -455,267 | ' | ' |
Outstanding, ending balance | 12,399,555 | 10,600,578 | ' |
Outstanding, vested and exercisable | 8,099,665 | ' | ' |
Performance Options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Outstanding, beginning balance | 10,600,578 | ' | ' |
Options granted | 3,488,216 | ' | ' |
Options exercised | -1,233,972 | -425,550 | -131,000 |
Options forfeited | -455,267 | ' | ' |
Outstanding, ending balance | 12,399,555 | 10,600,578 | ' |
Outstanding, vested and exercisable | 6,645,413 | ' | ' |
ShareBased_Compensation_and_US5
Share-Based Compensation and USF Holding Corp. Common Stock Issuances - Summary of Nonvested Restricted Shares (Detail) (Restricted Shares [Member], USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Restricted Shares [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Beginning balance | 592,843 | ' | ' |
Granted | 375,001 | ' | ' |
Vested | -459,010 | ' | ' |
Forfeited | -136,070 | ' | ' |
Ending balance | 372,764 | 592,843 | ' |
Beginning balance | $6 | ' | ' |
Weighted Average Fair Value Granted | $6 | $6 | $5.50 |
Weighted Average Fair Value Vested | $6 | ' | ' |
Weighted Average Fair Value Forfeited | $6 | ' | ' |
Ending balance | $6 | $6 | ' |
ShareBased_Compensation_and_US6
Share-Based Compensation and USF Holding Corp. Common Stock Issuances - Summary of Nonvested Restricted Stock Units (Detail) (USD $) | 12 Months Ended |
Dec. 28, 2013 | |
Restricted Stock Units (RSUs) [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Beginning balance | ' |
Granted | 2,493,955 |
Vested | ' |
Forfeited | -131,456 |
Ending balance | 2,362,499 |
Beginning balance | ' |
Granted | $6 |
Vested | ' |
Forfeited | $6 |
Ending balance | $6 |
Time Based Restricted Stock Units [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Beginning balance | ' |
Granted | 1,330,311 |
Vested | ' |
Forfeited | -65,728 |
Ending balance | 1,264,583 |
Performance Restricted Stock Units [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Beginning balance | ' |
Granted | 1,163,644 |
Vested | ' |
Forfeited | -65,728 |
Ending balance | 1,097,916 |
Leases_Noncancelable_Lease_Agr
Leases - Noncancelable Lease Agreements, Minimum Lease Payments (Detail) (USD $) | Dec. 28, 2013 |
In Thousands, unless otherwise specified | |
Leases [Line Items] | ' |
2014 | $34,690 |
2015 | 30,155 |
2016 | 26,310 |
2017 | 21,769 |
2018 | 19,245 |
Thereafter | 68,901 |
Total minimum lease payments (receipts) | 201,070 |
2014 | -2,136 |
2015 | -2,044 |
2016 | -1,351 |
2017 | -720 |
2018 | -5 |
Thereafter | ' |
Total minimum lease payments (receipts) | -6,256 |
2014 | 60,287 |
2015 | 56,622 |
2016 | 54,414 |
2017 | 51,393 |
2018 | 50,517 |
Thereafter | 151,421 |
Total minimum lease payments (receipts) | 424,654 |
Obligations under capital leases [Member] | ' |
Leases [Line Items] | ' |
2014 | 23,561 |
2015 | 24,339 |
2016 | 25,186 |
2017 | 26,075 |
2018 | 27,008 |
Thereafter | 58,620 |
Total minimum lease payments (receipts) | 184,789 |
Less amount representing interest | -68,127 |
Present value of minimum lease payments | 116,662 |
Unfunded Lease Obligation [Member] | ' |
Leases [Line Items] | ' |
2014 | 4,172 |
2015 | 4,172 |
2016 | 4,269 |
2017 | 4,269 |
2018 | 4,269 |
Thereafter | 23,900 |
Total minimum lease payments (receipts) | 45,051 |
Less amount representing interest | -14,234 |
Present value of minimum lease payments | $30,817 |
Leases_Additional_information_
Leases - Additional information (Detail) (Distribution, selling and administration [Member], USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Distribution, selling and administration [Member] | ' | ' | ' |
Leases [Line Items] | ' | ' | ' |
Operating lease | $44 | $50 | $54 |
Retirement_Plans_Components_of
Retirement Plans - Components of Net Pension and Other Post Retirement Benefit Costs (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Pension Benefits [Member] | ' | ' | ' |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ' | ' | ' |
Service cost | $32,773 | $25,819 | $22,405 |
Interest cost | 33,707 | 38,404 | 36,013 |
Expected return on plan assets | -42,036 | -41,621 | -38,295 |
Amortization of prior service cost | 198 | 102 | 102 |
Amortization of net loss | 13,288 | 14,572 | 11,541 |
Settlements | 1,778 | 17,840 | ' |
Net periodic benefit costs | 39,708 | 55,116 | 31,766 |
Other Postretirement Plans [Member] | ' | ' | ' |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ' | ' | ' |
Service cost | 153 | 140 | 138 |
Interest cost | 431 | 512 | 546 |
Amortization of net loss | 112 | 34 | 44 |
Net periodic benefit costs | $696 | $686 | $728 |
Retirement_Plans_Additional_In
Retirement Plans - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' | ' |
Settlement charge included in net period pension expense | $2 | $18 | $0 |
Company's anticipated contributions | 49 | ' | ' |
Withdrawal liabilities related to multiemployer plan | 280 | ' | ' |
Zone Red [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' | ' |
Criteria established under the Internal Revenue Code, funded status percentage | 'Less than 65 percent | ' | ' |
Zone Yellow [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' | ' |
Criteria established under the Internal Revenue Code, funded status percentage | 'Between 65 and less than 80 percent | ' | ' |
Zone Green [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' | ' |
Criteria established under the Internal Revenue Code, funded status percentage | 'At least 80 percent | ' | ' |
Defined Contribution Pension Plan 401 k [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' | ' |
Matching contributions | 50.00% | ' | ' |
Participant's compensation for which company matches contribution | 6.00% | ' | ' |
Company's contributions to plan | 25 | 25 | 23 |
Discretionary contributions | 0 | 0 | 2 |
Facility Closing Costs [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' | ' |
Withdrawal liabilities related to multiemployer plan | 60 | ' | ' |
Equity Securities [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' | ' |
Define benefit target plan assets allocations | 50.00% | ' | ' |
Define benefit actual plan assets allocations | 52.00% | ' | ' |
Debt Securities [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' | ' |
Define benefit target plan assets allocations | 50.00% | ' | ' |
Define benefit actual plan assets allocations | 48.00% | ' | ' |
Maximum [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' | ' |
Change in health care trend rate | $1 | ' | ' |
Retirement_Plans_Changes_in_Pl
Retirement Plans - Changes in Plan Assets and Benefit Obligations Recorded in Other Comprehensive Loss for Pension and Other Postretirement Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Changes recognized in other comprehensive loss : | ' | ' | ' |
Net amount recognized | ($122,963) | $14,160 | $17,629 |
Pension Benefits [Member] | ' | ' | ' |
Changes recognized in other comprehensive loss : | ' | ' | ' |
Actuarial gain (loss) | 112,816 | -54,059 | -41,101 |
Prior service cost | ' | -620 | ' |
Amortization of prior service cost | 198 | 102 | 102 |
Amortization of net loss | 13,288 | 14,572 | 11,541 |
Settlements | 1,778 | 17,840 | ' |
Net amount recognized | 128,080 | -22,165 | -29,458 |
Other Postretirement Plans [Member] | ' | ' | ' |
Changes recognized in other comprehensive loss : | ' | ' | ' |
Actuarial gain (loss) | 2,198 | -661 | 449 |
Amortization of net loss | 112 | 34 | 44 |
Net amount recognized | $2,310 | ($627) | $493 |
Retirement_Plans_Funded_Status
Retirement Plans - Funded Status of the Defined Benefit Plans (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Change in benefit obligation: | ' | ' | ' |
Settlements | ($1,778) | ($17,840) | ' |
Change in plan assets: | ' | ' | ' |
Fair value of plan assets at beginning of period | 566,768 | ' | ' |
Fair value of plan assets at end of period | 641,749 | 566,768 | ' |
Amounts recognized in the consolidated balance sheets consist of the following: | ' | ' | ' |
Accrued benefit obligation-noncurrent | -100,393 | -239,549 | ' |
Amounts expected to be amortized from accumulated other comprehensive loss in the next fiscal year: | ' | ' | ' |
Net loss | -13,400 | -14,606 | -11,585 |
Pension Benefits [Member] | ' | ' | ' |
Change in benefit obligation: | ' | ' | ' |
Benefit obligation at beginning of period | 795,989 | 762,771 | 676,048 |
Service cost | 32,773 | 25,819 | 22,405 |
Interest cost | 33,707 | 38,404 | 36,013 |
Actuarial (gain) loss | -98,962 | 82,840 | 52,900 |
Plan amendments | ' | 620 | ' |
Settlements | -13,186 | -68,627 | -225 |
Benefit disbursements | -16,569 | -45,838 | -24,370 |
Benefit obligation at end of period | 733,752 | 795,989 | 762,771 |
Change in plan assets: | ' | ' | ' |
Fair value of plan assets at beginning of period | 566,768 | 564,651 | 502,947 |
Return on plan assets | 55,890 | 70,403 | 50,094 |
Employer contribution | 48,846 | 46,179 | 36,205 |
Settlements | -13,186 | -68,627 | -225 |
Benefit disbursements | -16,569 | -45,838 | -24,370 |
Fair value of plan assets at end of period | 641,749 | 566,768 | 564,651 |
Net amount recognized | -92,003 | -229,221 | -198,120 |
Amounts recognized in the consolidated balance sheets consist of the following: | ' | ' | ' |
Accrued benefit obligation-current | -401 | -401 | -332 |
Accrued benefit obligation-noncurrent | -91,602 | -228,820 | -197,788 |
Net amount recognized in the consolidated balance sheets | -92,003 | -229,221 | -198,120 |
Amounts recognized in accumulated other comprehensive income (loss) consist of the following: | ' | ' | ' |
Prior service cost | -832 | -1,030 | -513 |
Net gain (loss) | -75,765 | -203,647 | -181,999 |
Net gain (loss) recognized in accumulated other comprehensive income (loss) | -76,597 | -204,677 | -182,512 |
Accumulated benefit obligation | 679,225 | 733,626 | 721,874 |
Additional information-unfunded accrued benefit cost | -15,406 | -24,544 | -15,608 |
Amounts expected to be amortized from accumulated other comprehensive loss in the next fiscal year: | ' | ' | ' |
Net loss | 2,148 | ' | ' |
Prior service cost | 198 | 102 | 102 |
Net expected to be amortized | 2,346 | ' | ' |
Other Postretirement Plans [Member] | ' | ' | ' |
Change in benefit obligation: | ' | ' | ' |
Benefit obligation at beginning of period | 11,357 | 10,653 | 11,065 |
Service cost | 153 | 140 | 138 |
Interest cost | 431 | 512 | 546 |
Employee contributions | 219 | 297 | 411 |
Actuarial (gain) loss | -2,198 | 661 | -449 |
Benefit disbursements | -587 | -906 | -1,058 |
Benefit obligation at end of period | 9,375 | 11,357 | 10,653 |
Change in plan assets: | ' | ' | ' |
Employer contribution | 369 | 609 | 647 |
Employee contributions | 219 | 297 | 411 |
Benefit disbursements | -587 | -906 | -1,058 |
Net amount recognized | -9,375 | -11,357 | -10,653 |
Amounts recognized in the consolidated balance sheets consist of the following: | ' | ' | ' |
Accrued benefit obligation-current | -583 | -628 | -630 |
Accrued benefit obligation-noncurrent | -8,792 | -10,729 | -10,023 |
Net amount recognized in the consolidated balance sheets | -9,375 | -11,357 | -10,653 |
Amounts recognized in accumulated other comprehensive income (loss) consist of the following: | ' | ' | ' |
Net gain (loss) | 1,247 | -1,063 | -436 |
Net gain (loss) recognized in accumulated other comprehensive income (loss) | 1,247 | -1,063 | -436 |
Additional information-unfunded accrued benefit cost | -10,622 | -10,294 | -10,217 |
Amounts expected to be amortized from accumulated other comprehensive loss in the next fiscal year: | ' | ' | ' |
Net loss | 71 | ' | ' |
Net expected to be amortized | $71 | ' | ' |
Retirement_Plans_Assumptions_U
Retirement Plans - Assumptions Used to Determine Benefit Obligations at Period-End and Net Pension Costs (Detail) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Pension Benefits [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' | ' |
Benefit obligation, discount rate | 5.19% | 4.29% | 5.08% |
Benefit obligation, annual compensation increase | 3.60% | 3.60% | 4.00% |
Net cost, discount rate | 4.29% | 5.08% | 5.38% |
Net cost, expected return on plan assets | 7.25% | 7.25% | 7.50% |
Net cost, annual compensation increase | 3.60% | 4.00% | 4.00% |
Other Postretirement Plans [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' | ' |
Benefit obligation, discount rate | 4.80% | 3.90% | 4.95% |
Net cost, discount rate | 3.90% | 4.95% | 5.10% |
Retirement_Plans_Assumed_Healt
Retirement Plans - Assumed Healthcare Trend Rates (Detail) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Compensation And Retirement Disclosure [Abstract] | ' | ' | ' |
Immediate rate | 7.30% | 7.50% | 7.80% |
Ultimate trend rate | 4.50% | 4.50% | 4.50% |
Year the rate reaches the ultimate trend rate | '2028 | '2028 | '2028 |
Retirement_Plans_Companys_Defi
Retirement Plans - Company's Defined Benefit Plans Assets Fair Value Hierarchy (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | $641,749 | $566,768 |
Cash and Cash Equivalents [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 14,624 | 2,079 |
Common Collective Trust Funds [Member] | Domestic Equities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 228,638 | 189,872 |
Common Collective Trust Funds [Member] | International Equity Securities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 48,112 | 28,529 |
Common Collective Trust Funds [Member] | Cash Equivalents [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 3,407 | 8,178 |
Mutual Funds [Member] | Domestic Equities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 31,368 | 24,060 |
Mutual Funds [Member] | International Equity Securities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 23,926 | 31,346 |
Debt Securities [Member] | Domestic Corporate Debt Securities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 163,831 | 137,457 |
Debt Securities [Member] | Foreign Corporate Debt Securities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 20,916 | 20,341 |
Debt Securities [Member] | US Government Debt Securities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 94,891 | 112,681 |
Debt Securities [Member] | US Government Agencies Debt Securities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 8,306 | 9,343 |
Debt Securities [Member] | Other Debt Obligations [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 3,730 | 2,882 |
Level 1 [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 69,918 | 57,485 |
Level 1 [Member] | Cash and Cash Equivalents [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 14,624 | 2,079 |
Level 1 [Member] | Mutual Funds [Member] | Domestic Equities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 31,368 | 24,060 |
Level 1 [Member] | Mutual Funds [Member] | International Equity Securities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 23,926 | 31,346 |
Level 2 [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 571,831 | 509,283 |
Level 2 [Member] | Cash and Cash Equivalents [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | ' | ' |
Level 2 [Member] | Common Collective Trust Funds [Member] | Domestic Equities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 228,638 | 189,872 |
Level 2 [Member] | Common Collective Trust Funds [Member] | International Equity Securities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 48,112 | 28,529 |
Level 2 [Member] | Common Collective Trust Funds [Member] | Cash Equivalents [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 3,407 | 8,178 |
Level 2 [Member] | Mutual Funds [Member] | Domestic Equities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | ' | ' |
Level 2 [Member] | Mutual Funds [Member] | International Equity Securities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | ' | ' |
Level 2 [Member] | Debt Securities [Member] | Domestic Corporate Debt Securities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 163,831 | 137,457 |
Level 2 [Member] | Debt Securities [Member] | Foreign Corporate Debt Securities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 20,916 | 20,341 |
Level 2 [Member] | Debt Securities [Member] | US Government Debt Securities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 94,891 | 112,681 |
Level 2 [Member] | Debt Securities [Member] | US Government Agencies Debt Securities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 8,306 | 9,343 |
Level 2 [Member] | Debt Securities [Member] | Other Debt Obligations [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | 3,730 | 2,882 |
Level 3 [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | ' | ' |
Level 3 [Member] | Cash and Cash Equivalents [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | ' | ' |
Level 3 [Member] | Common Collective Trust Funds [Member] | Domestic Equities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | ' | ' |
Level 3 [Member] | Common Collective Trust Funds [Member] | International Equity Securities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | ' | ' |
Level 3 [Member] | Common Collective Trust Funds [Member] | Cash Equivalents [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | ' | ' |
Level 3 [Member] | Mutual Funds [Member] | Domestic Equities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | ' | ' |
Level 3 [Member] | Mutual Funds [Member] | International Equity Securities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | ' | ' |
Level 3 [Member] | Debt Securities [Member] | Domestic Corporate Debt Securities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | ' | ' |
Level 3 [Member] | Debt Securities [Member] | Foreign Corporate Debt Securities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | ' | ' |
Level 3 [Member] | Debt Securities [Member] | US Government Debt Securities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | ' | ' |
Level 3 [Member] | Debt Securities [Member] | US Government Agencies Debt Securities [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | ' | ' |
Level 3 [Member] | Debt Securities [Member] | Other Debt Obligations [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ' | ' |
Fair value of plan assets | ' | ' |
Retirement_Plans_Estimated_Fut
Retirement Plans - Estimated Future Benefit Payments (Detail) (USD $) | Dec. 28, 2013 |
In Thousands, unless otherwise specified | |
Pension Benefits [Member] | ' |
Defined Benefit Plan Estimated Future Employer Contribution [Line Items] | ' |
2014 | $31,416 |
2015 | 33,644 |
2016 | 35,007 |
2017 | 37,454 |
2018 | 37,881 |
Subsequent five years | 215,453 |
Other Postretirement Plans [Member] | ' |
Defined Benefit Plan Estimated Future Employer Contribution [Line Items] | ' |
2014 | 583 |
2015 | 663 |
2016 | 737 |
2017 | 773 |
2018 | 802 |
Subsequent five years | $4,037 |
Retirement_Plans_Multiemployer
Retirement Plans - Multiemployer Plan (Detail) | 12 Months Ended | |
Dec. 28, 2013 | Dec. 29, 2012 | |
Central States, Southeast and Southwest Areas Pension Fund [Member] | ' | ' |
Multiemployer Plans [Line Items] | ' | ' |
EIN | '366044243 | ' |
Plan Number | '001 | ' |
PPA zone status | 'Red | 'Red |
FIP/RP Status Pending / Implemented | 'Implemented | ' |
Surcharge Imposed | 'No | ' |
Expiration Dates | 10-May-14 | ' |
Expiration Dates | 30-Apr-16 | ' |
Western Conference of Teamsters Pension Trust Fund [Member] | ' | ' |
Multiemployer Plans [Line Items] | ' | ' |
EIN | '916145047 | ' |
Plan Number | '001 | ' |
PPA zone status | 'Green | 'Green |
FIP/RP Status Pending / Implemented | 'NA | ' |
Surcharge Imposed | 'No | ' |
Expiration Dates | 31-Mar-12 | ' |
Expiration Dates | 16-Nov-17 | ' |
Minneapolis Food Distributing Industry Pension Plan [Member] | ' | ' |
Multiemployer Plans [Line Items] | ' | ' |
EIN | '416047047 | ' |
Plan Number | '001 | ' |
PPA zone status | 'Green | 'Yellow |
FIP/RP Status Pending / Implemented | 'Implemented | ' |
Surcharge Imposed | 'No | ' |
Expiration Dates | 31-Mar-14 | ' |
Teamster Pension Trust Fund of Philadelphia and Vicinity [Member] | ' | ' |
Multiemployer Plans [Line Items] | ' | ' |
EIN | '231511735 | ' |
Plan Number | '001 | ' |
PPA zone status | 'Yellow | 'Yellow |
FIP/RP Status Pending / Implemented | 'Implemented | ' |
Surcharge Imposed | 'No | ' |
Expiration Dates | 10-Feb-18 | ' |
Truck Drivers & Helpers Local 355 Pension Fund [Member] | ' | ' |
Multiemployer Plans [Line Items] | ' | ' |
EIN | '520951433 | ' |
Plan Number | '001 | ' |
PPA zone status | 'Yellow | 'Yellow |
FIP/RP Status Pending / Implemented | 'Pending | ' |
Surcharge Imposed | 'No | ' |
Expiration Dates | 15-Mar-15 | ' |
Local 703 I.B. of T. Grocery and Food Employees Pension Plan [Member] | ' | ' |
Multiemployer Plans [Line Items] | ' | ' |
EIN | '366491473 | ' |
Plan Number | '001 | ' |
PPA zone status | 'Green | 'Green |
FIP/RP Status Pending / Implemented | 'NA | ' |
Surcharge Imposed | 'No | ' |
Expiration Dates | 30-Jun-13 | ' |
United Teamsters Trust Fund A [Member] | ' | ' |
Multiemployer Plans [Line Items] | ' | ' |
EIN | '135660513 | ' |
Plan Number | '001 | ' |
PPA zone status | 'Red | 'Red |
FIP/RP Status Pending / Implemented | 'Implemented | ' |
Surcharge Imposed | 'No | ' |
Expiration Dates | 30-May-15 | ' |
Warehouse Employees Local 169 and Employers Joint Pension Fund [Member] | ' | ' |
Multiemployer Plans [Line Items] | ' | ' |
EIN | '236230368 | ' |
Plan Number | '001 | ' |
PPA zone status | 'Red | 'Red |
FIP/RP Status Pending / Implemented | 'Implemented | ' |
Surcharge Imposed | 'No | ' |
Expiration Dates | 10-Feb-18 | ' |
Warehouse Employees Local No. 570 Pension Fund [Member] | ' | ' |
Multiemployer Plans [Line Items] | ' | ' |
EIN | '526048848 | ' |
Plan Number | '001 | ' |
PPA zone status | 'Green | 'Green |
FIP/RP Status Pending / Implemented | 'NA | ' |
Surcharge Imposed | 'No | ' |
Expiration Dates | 15-Mar-15 | ' |
Local 705 I.B. of T. Pension Trust Fund [Member] | ' | ' |
Multiemployer Plans [Line Items] | ' | ' |
EIN | '366492502 | ' |
Plan Number | '001 | ' |
PPA zone status | 'Red | 'Red |
FIP/RP Status Pending / Implemented | 'Implemented | ' |
Surcharge Imposed | 'Yes | ' |
Expiration Dates | 31-Dec-12 | ' |
Retirement_Plans_Contributions
Retirement Plans - Contributions to Multiemployer Pension Plans (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Multiemployer Plans [Line Items] | ' | ' | ' |
USF Contributions | $30,858 | $28,258 | $26,441 |
Central States, Southeast and Southwest Areas Pension Fund [Member] | ' | ' | ' |
Multiemployer Plans [Line Items] | ' | ' | ' |
USF Contributions | 3,908 | 3,389 | 3,059 |
USF Contributions Exceed 5% of Total Plan contribution | ' | 'false | 'false |
Western Conference of Teamsters Pension Trust Fund [Member] | ' | ' | ' |
Multiemployer Plans [Line Items] | ' | ' | ' |
USF Contributions | 9,249 | 8,309 | 7,965 |
USF Contributions Exceed 5% of Total Plan contribution | ' | 'false | 'false |
Minneapolis Food Distributing Industry Pension Plan [Member] | ' | ' | ' |
Multiemployer Plans [Line Items] | ' | ' | ' |
USF Contributions | 4,565 | 4,235 | 3,985 |
USF Contributions Exceed 5% of Total Plan contribution | ' | 'true | 'true |
Teamster Pension Trust Fund of Philadelphia and Vicinity [Member] | ' | ' | ' |
Multiemployer Plans [Line Items] | ' | ' | ' |
USF Contributions | 2,939 | 2,808 | 2,685 |
USF Contributions Exceed 5% of Total Plan contribution | ' | 'false | 'false |
Truck Drivers & Helpers Local 355 Pension Fund [Member] | ' | ' | ' |
Multiemployer Plans [Line Items] | ' | ' | ' |
USF Contributions | 1,428 | 1,491 | 1,338 |
USF Contributions Exceed 5% of Total Plan contribution | ' | 'true | 'true |
Local 703 I.B. of T. Grocery and Food Employees Pension Plan [Member] | ' | ' | ' |
Multiemployer Plans [Line Items] | ' | ' | ' |
USF Contributions | 1,036 | 1,017 | 885 |
USF Contributions Exceed 5% of Total Plan contribution | ' | 'true | 'true |
United Teamsters Trust Fund A [Member] | ' | ' | ' |
Multiemployer Plans [Line Items] | ' | ' | ' |
USF Contributions | 1,816 | 1,144 | 930 |
USF Contributions Exceed 5% of Total Plan contribution | ' | 'true | 'true |
Warehouse Employees Local 169 and Employers Joint Pension Fund [Member] | ' | ' | ' |
Multiemployer Plans [Line Items] | ' | ' | ' |
USF Contributions | 981 | 961 | 948 |
USF Contributions Exceed 5% of Total Plan contribution | ' | 'true | 'true |
Warehouse Employees Local No. 570 Pension Fund [Member] | ' | ' | ' |
Multiemployer Plans [Line Items] | ' | ' | ' |
USF Contributions | 929 | 969 | 878 |
USF Contributions Exceed 5% of Total Plan contribution | ' | 'true | 'true |
Local 705 I.B. of T. Pension Trust Fund [Member] | ' | ' | ' |
Multiemployer Plans [Line Items] | ' | ' | ' |
USF Contributions | 2,189 | 2,077 | 1,878 |
USF Contributions Exceed 5% of Total Plan contribution | ' | 'false | 'false |
Other Funds [Member] | ' | ' | ' |
Multiemployer Plans [Line Items] | ' | ' | ' |
USF Contributions | $1,818 | $1,858 | $1,890 |
USF Contributions Exceed 5% of Total Plan contribution | ' | 'false | 'false |
Retirement_Plans_Contributions1
Retirement Plans - Contributions to Multiemployer Pension Plans (Parenthetical) (Detail) (Minimum [Member]) | Dec. 28, 2013 |
Minimum [Member] | ' |
Multiemployer Plans [Line Items] | ' |
Minimum Contribution by the employer to multi-employer plans as percentage of total contribution | 5.00% |
Recovered_Sheet14
Reclassifications Out of Accumulated Other Comprehensive Loss - Schedule of Reclassification Out of Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Defined benefit retirement plans: | ' | ' | ' |
Balance at beginning of period | ($125,642) | ($111,482) | ($93,853) |
Other comprehensive income (loss) before reclassifications | 115,014 | -55,340 | -40,652 |
Amortization of prior service cost | 198 | 102 | 102 |
Amortization of net loss | 13,400 | 14,606 | 11,585 |
Settlements | 1,778 | 17,840 | ' |
Income tax provision (benefit) | 7,427 | -8,632 | -11,336 |
Current period comprehensive income (loss), net of tax | 122,963 | -14,160 | -17,629 |
Balance at end of period | -2,679 | -125,642 | -111,482 |
Interest rate swap derivative cash flow hedge: | ' | ' | ' |
Balance at beginning of period | -542 | -18,112 | -35,618 |
Other comprehensive loss before reclassifications | -653 | -2,387 | -9,715 |
Amounts reclassified from other comprehensive income | 2,042 | 30,683 | 38,477 |
Total before income tax | 1,389 | 28,296 | 28,762 |
Income tax provision | 847 | 10,726 | 11,256 |
Current period comprehensive income, net of tax | 542 | 17,570 | 17,506 |
Balance at end of period | ' | -542 | -18,112 |
Accumulated Other Comprehensive Loss end of period | -2,679 | -126,184 | -129,594 |
Distribution, selling and administration [Member] | ' | ' | ' |
Defined benefit retirement plans: | ' | ' | ' |
Total before income tax | $130,390 | ($22,792) | ($28,965) |
Recovered_Sheet15
Reclassifications Out of Accumulated Other Comprehensive Loss - Schedule of Reclassification Out of Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Detail) (Interest Rate Swap Derivative [Member]) | 12 Months Ended |
Dec. 28, 2013 | |
Interest Rate Swap Derivative [Member] | ' |
Schedule of Capitalization [Line Items] | ' |
Expiry of interest rate swap derivative | 31-Jan-13 |
Income_Taxes_Income_Tax_Provis
Income Taxes - Income Tax (Provision) Benefit (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Current: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Federal | ' | ' | ' | ' | ' | ' | ' | ' | $64 | ($7) | $42 |
State | ' | ' | ' | ' | ' | ' | ' | ' | -283 | -299 | 432 |
Current Income tax (provision) benefit | ' | ' | ' | ' | ' | ' | ' | ' | -219 | -306 | 474 |
Deferred: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Federal | ' | ' | ' | ' | ' | ' | ' | ' | -28,824 | -37,635 | 43,551 |
State | ' | ' | ' | ' | ' | ' | ' | ' | -779 | -4,507 | -1,951 |
Deferred Income tax (provision) benefit | ' | ' | ' | ' | ' | ' | ' | ' | -29,603 | -42,142 | 41,600 |
Total Income tax (provision) benefit | ($36,055) | $6,358 | $12,167 | ($12,292) | ($42,552) | $1,284 | ($2,992) | $1,812 | ($29,822) | ($42,448) | $42,074 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |||||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Dec. 28, 2012 | Dec. 28, 2011 | Jan. 01, 2011 | |
Income Taxes [Line Items] | ' | ' | ' | ' | ' | ' |
Effective income tax rates | 109.00% | 487.00% | 29.00% | ' | ' | ' |
Variation of effective tax rate from federal statutory tax rate | 35.00% | 35.00% | 35.00% | ' | ' | ' |
Operating Loss Carryforward Federal | $127,000,000 | ' | ' | ' | ' | ' |
Operating Loss Carryforward State | 88,000,000 | ' | ' | ' | ' | ' |
Reversal of valuation allowance | -32,445,000 | -43,748,000 | -10,769,000 | ' | ' | ' |
Unrecognized tax benefits that would impact tax rate if recognized | 53,000,000 | ' | ' | 53,000,000 | 53,000,000 | ' |
Unrecognized tax benefits | 59,291,000 | 59,627,000 | 60,398,000 | ' | ' | 61,607,000 |
Accrued interest and Penalties Related to uncertain tax positions | 2,000,000 | ' | ' | ' | ' | ' |
Capital Loss Carryforward [Member] | Additional Paid-In Capital [Member] | ' | ' | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' | ' | ' |
Reversal of valuation allowance | 29,000,000 | ' | ' | ' | ' | ' |
Capital Loss Carryforward [Member] | Income Taxes [Member] | ' | ' | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' | ' | ' |
Reversal of valuation allowance | -88,000,000 | ' | ' | ' | ' | ' |
Other Tax Benefits [Member] | ' | ' | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' | ' | ' |
Unrecognized tax benefits | 51,000,000 | ' | ' | 51,000,000 | 52,000,000 | ' |
Minimum [Member] | ' | ' | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' | ' | ' |
Operating loss carryforward expiration year | '2014 | ' | ' | ' | ' | ' |
Maximum [Member] | ' | ' | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' | ' | ' |
Operating loss carryforward expiration year | '2033 | ' | ' | ' | ' | ' |
Federal [Member] | ' | ' | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' | ' | ' |
Federal minimum tax credit carryforwards | 1,000,000 | ' | ' | ' | ' | ' |
Valuation allowance, net operating loss carryforwards | 36,000,000 | ' | ' | ' | ' | ' |
State [Member] | ' | ' | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' | ' | ' |
Valuation allowance, net operating loss carryforwards | 81,000,000 | ' | ' | ' | ' | ' |
State Exposures [Member] | ' | ' | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' | ' | ' |
Decrease due to lapses of statute of limitations | ($207,000) | ' | ' | ' | ' | ' |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of the Provisions for Income Taxes from Continuing Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Federal income tax benefit computed at statutory rate | ' | ' | ' | ' | ' | ' | ' | ' | $9,585 | $3,054 | $50,486 |
State income taxes-net of federal income tax benefit | ' | ' | ' | ' | ' | ' | ' | ' | 2,415 | 24 | 4,983 |
Statutory rate and apportionment change | ' | ' | ' | ' | ' | ' | ' | ' | -406 | 1,000 | 74 |
Stock-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | -5,342 | ' | ' |
Non-deductible expenses | ' | ' | ' | ' | ' | ' | ' | ' | -2,153 | -2,215 | -1,964 |
Return to accrual reconciliation | ' | ' | ' | ' | ' | ' | ' | ' | 335 | -29 | -494 |
Change in the valuation allowance for deferred tax assets | ' | ' | ' | ' | ' | ' | ' | ' | -32,445 | -43,748 | -10,769 |
Net operating loss expirations | ' | ' | ' | ' | ' | ' | ' | ' | -1,653 | -634 | -772 |
Other | ' | ' | ' | ' | ' | ' | ' | ' | -158 | 100 | 530 |
Total Income tax (provision) benefit | ($36,055) | $6,358 | $12,167 | ($12,292) | ($42,552) | $1,284 | ($2,992) | $1,812 | ($29,822) | ($42,448) | $42,074 |
Income_Taxes_Significant_Defer
Income Taxes - Significant Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Allowance for doubtful accounts | $10,838 | $10,204 |
Accrued employee benefits | 28,931 | 32,211 |
Restructuring reserves | 36,649 | 39,131 |
Workers' compensation, general liability and auto liabilities | 59,845 | 62,353 |
Deferred income | 1,287 | 1,506 |
Deferred financing costs | 9,362 | 11,234 |
Pension liability | 22,616 | 75,233 |
Interest rate derivative liability | ' | 795 |
Net operating loss carryforwards | 215,177 | 215,443 |
Other accrued expenses | 16,447 | 15,241 |
Total gross deferred tax assets | 401,152 | 463,351 |
Less valuation allowance | -117,227 | -128,844 |
Total net deferred tax assets | 283,925 | 334,507 |
Deferred tax liabilities: | ' | ' |
Property and equipment | -148,976 | -139,365 |
Inventories | -13,657 | -20,263 |
Intangibles | -515,888 | -532,341 |
Total deferred tax liabilities | -678,521 | -691,969 |
Net deferred tax liability | ($394,596) | ($357,462) |
Income_Taxes_Net_Deferred_Tax_
Income Taxes - Net Deferred Tax Liability (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ' | ' |
Current deferred tax asset | $13,557 | $8,034 |
Noncurrent deferred tax liability | -408,153 | -365,496 |
Net deferred tax liability | ($394,596) | ($357,462) |
Income_Taxes_Operating_Loss_Ca
Income Taxes - Operating Loss Carryforwards (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
Operating Loss Carryforwards [Line Items] | ' | ' |
Operating Loss Carryforward Federal | $127,000,000 | ' |
Operating Loss Carryforward State | 88,000,000 | ' |
Operating Loss Carryforwards | 215,177,000 | 215,443,000 |
2014-2018 [Member] | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' |
Operating Loss Carryforward Federal | ' | ' |
Operating Loss Carryforward State | 12,000,000 | ' |
Operating Loss Carryforwards | 12,000,000 | ' |
2019-2023 [Member] | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' |
Operating Loss Carryforward Federal | 8,000,000 | ' |
Operating Loss Carryforward State | 41,000,000 | ' |
Operating Loss Carryforwards | 49,000,000 | ' |
2024-2028 [Member] | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' |
Operating Loss Carryforward Federal | 93,000,000 | ' |
Operating Loss Carryforward State | 27,000,000 | ' |
Operating Loss Carryforwards | 120,000,000 | ' |
2029-2033 [Member] | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' |
Operating Loss Carryforward Federal | 26,000,000 | ' |
Operating Loss Carryforward State | 8,000,000 | ' |
Operating Loss Carryforwards | $34,000,000 | ' |
Income_Taxes_Summary_of_Activi
Income Taxes - Summary of Activity in Valuation Allowance (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Balance at beginning of period | $128,844 | $85,685 | $74,916 |
Charged to expense | 32,445 | 43,748 | 10,769 |
Other comprehensive income | -43,079 | ' | ' |
Other | -983 | -589 | ' |
Balance at end of period | $117,227 | $128,844 | $85,685 |
Income_Taxes_Reconciliation_of1
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Unrecognized tax benefits, beginning balance | $59,627 | $60,398 | $61,607 |
Gross increases due to positions taken in prior years | ' | ' | 70 |
Gross decreases due to positions taken in prior years | 46 | -333 | -802 |
Gross increases due to positions taken in current year | 76 | 71 | ' |
Decreases due to lapses of statute of limitations | -207 | -73 | -92 |
Decreases due to changes in tax rates | -251 | -436 | -385 |
Unrecognized tax benefits, ending balance | $59,291 | $59,627 | $60,398 |
Business_Acquisition_Additiona
Business Acquisition - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Business | Business | ||
Loans At Acquisition Date [Line Items] | ' | ' | ' |
Number of acquisitions | 1 | 5 | ' |
Cash consideration for acquisition | $11,369,000 | $106,041,000 | $41,385,000 |
Contingent consideration for acquisition | 2,000,000 | 6,000,000 | ' |
Refund relates to purchase price adjustments | $2,000,000 | ' | ' |
Business Acquisition [Member] | ' | ' | ' |
Loans At Acquisition Date [Line Items] | ' | ' | ' |
Percentage of net sales | 2.00% | 2.00% | ' |
Percentage of operating earnings | 2.00% | 2.00% | ' |
Business_Acquisitions_Schedule
Business Acquisitions - Schedule of Purchase Price Allocation Related to Acquisition (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Business Combinations [Abstract] | ' | ' |
Accounts receivable | $3,894 | $24,261 |
Inventories | 3,638 | 26,076 |
Property and equipment | 125 | 21,107 |
Goodwill | ' | 17,389 |
Other intangible assets | 8,348 | 44,755 |
Accounts payable | -2,120 | -17,584 |
Accrued expenses and other current liabilities | -130 | -8,930 |
Other long-term liabilities | ' | -3,419 |
Cash used in acquisitions | $13,755 | $103,655 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | ||||||
In Millions, unless otherwise specified | Dec. 28, 2013 | Dec. 31, 2009 | Dec. 31, 2011 | Dec. 28, 2013 | Dec. 28, 2013 | Sep. 30, 2011 | Dec. 31, 2008 |
California 2010 Labor Code Claim [Member] | Diesel Fuel [Member] | Electricity [Member] | Eagan Multiemployer Pension Withdrawal Liability [Member] | Eagan Multiemployer Pension Withdrawal Liability [Member] | |||
Gain Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Purchase commitments through December 2014 | $590 | ' | ' | $37 | ' | ' | ' |
Purchase commitments through December 2016 | ' | ' | ' | ' | 4 | ' | ' |
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_Sheet16
Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Schedule of Condensed Consolidating Balance Sheet (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Jan. 01, 2011 |
In Thousands, unless otherwise specified | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' | ' |
Accounts receivable-net | $1,225,719 | $1,216,612 | ' | ' |
Inventories-net | 1,161,558 | 1,092,492 | ' | ' |
Other current assets | 387,464 | 451,402 | ' | ' |
Property and equipment | 1,748,495 | 1,706,388 | ' | ' |
GOODWILL | 3,835,477 | 3,833,301 | ' | ' |
Other intangibles | 753,840 | 889,453 | ' | ' |
Other assets | 73,024 | 73,758 | ' | ' |
TOTAL ASSETS | 9,185,577 | 9,263,406 | ' | ' |
Accounts payable | 1,181,452 | 1,239,790 | ' | ' |
Other current liabilities | 644,229 | 599,023 | ' | ' |
LONG-TERM DEBT | 4,735,248 | 4,764,899 | ' | ' |
Other liabilities | 742,961 | 845,138 | ' | ' |
Shareholder's equity | 1,881,687 | 1,814,556 | 1,860,980 | 1,941,913 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 9,185,577 | 9,263,406 | ' | ' |
US Foods, Inc. [Member] | ' | ' | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' | ' |
Accounts receivable-net | 281,242 | 283,325 | ' | ' |
Inventories-net | 1,103,180 | 1,041,628 | ' | ' |
Other current assets | 299,053 | 357,830 | ' | ' |
Property and equipment | 881,110 | 834,116 | ' | ' |
GOODWILL | 3,835,477 | 3,833,301 | ' | ' |
Other intangibles | 753,840 | 889,453 | ' | ' |
Investments in subsidiaries | 1,341,633 | 1,319,079 | ' | ' |
Other assets | 63,461 | 61,977 | ' | ' |
TOTAL ASSETS | 8,558,996 | 8,620,709 | ' | ' |
Accounts payable | 1,145,381 | 1,204,529 | ' | ' |
Other current liabilities | 624,189 | 561,032 | ' | ' |
LONG-TERM DEBT | 3,554,812 | 3,628,391 | ' | ' |
Intercompany payables | 592,482 | 549,633 | ' | ' |
Other liabilities | 760,445 | 862,568 | ' | ' |
Shareholder's equity | 1,881,687 | 1,814,556 | ' | ' |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 8,558,996 | 8,620,709 | ' | ' |
Guarantors [Member] | ' | ' | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' | ' |
Accounts receivable-net | 30,023 | 31,303 | ' | ' |
Inventories-net | 58,378 | 50,864 | ' | ' |
Other current assets | 6,989 | 5,937 | ' | ' |
Property and equipment | 88,150 | 85,486 | ' | ' |
Intercompany receivables | 614,377 | 573,654 | ' | ' |
Other assets | 10 | 17 | ' | ' |
TOTAL ASSETS | 797,927 | 747,261 | ' | ' |
Accounts payable | 36,071 | 35,113 | ' | ' |
Other current liabilities | 16,212 | 12,334 | ' | ' |
LONG-TERM DEBT | 22,045 | ' | ' | ' |
Shareholder's equity | 723,599 | 699,814 | ' | ' |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 797,927 | 747,261 | ' | ' |
Non-Guarantors [Member] | ' | ' | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' | ' |
Accounts receivable-net | 914,454 | 901,984 | ' | ' |
Other current assets | 81,422 | 87,635 | ' | ' |
Property and equipment | 779,235 | 786,786 | ' | ' |
Other assets | 32,753 | 34,964 | ' | ' |
TOTAL ASSETS | 1,807,864 | 1,811,369 | ' | ' |
Accounts payable | ' | 148 | ' | ' |
Other current liabilities | 3,828 | 25,657 | ' | ' |
LONG-TERM DEBT | 1,158,391 | 1,136,508 | ' | ' |
Intercompany payables | 21,895 | 24,021 | ' | ' |
Other liabilities | 5,716 | 5,770 | ' | ' |
Shareholder's equity | 618,034 | 619,265 | ' | ' |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 1,807,864 | 1,811,369 | ' | ' |
Eliminations [Member] | ' | ' | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' | ' |
Investments in subsidiaries | -1,341,633 | -1,319,079 | ' | ' |
Intercompany receivables | -614,377 | -573,654 | ' | ' |
Other assets | -23,200 | -23,200 | ' | ' |
TOTAL ASSETS | -1,979,210 | -1,915,933 | ' | ' |
Intercompany payables | -614,377 | -573,654 | ' | ' |
Other liabilities | -23,200 | -23,200 | ' | ' |
Shareholder's equity | -1,341,633 | -1,319,079 | ' | ' |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | ($1,979,210) | ($1,915,933) | ' | ' |
Recovered_Sheet17
Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Schedule of Condensed Consolidating Statement of Comprehensive Income (Loss) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET SALES | $5,546,796 | $5,686,712 | $5,658,748 | $5,404,922 | $5,434,673 | $5,507,531 | $5,462,991 | $5,259,726 | $22,297,178 | $21,664,921 | $20,344,869 |
COST OF GOODS SOLD | 4,575,070 | 4,716,253 | 4,686,933 | 4,495,783 | 4,486,986 | 4,582,084 | 4,519,594 | 4,383,285 | 18,474,039 | 17,971,949 | 16,839,850 |
Gross profit | 971,726 | 970,459 | 971,815 | 909,139 | 947,687 | 925,447 | 943,397 | 876,441 | 3,823,139 | 3,692,972 | 3,505,019 |
OPERATING EXPENSES: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution, selling and administrative | ' | ' | ' | ' | ' | ' | ' | ' | 3,494,254 | 3,349,539 | 3,193,747 |
Restructuring and tangible asset impairment charges | ' | ' | ' | ' | ' | ' | ' | ' | 8,386 | 8,923 | 71,892 |
Total operating expenses | 863,655 | 881,600 | 871,623 | 885,762 | 850,423 | 847,631 | 850,260 | 810,148 | 3,502,640 | 3,358,462 | 3,265,639 |
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | 320,499 | 334,510 | 239,380 |
INTEREST EXPENSE-Net | 72,961 | 72,778 | 78,522 | 81,826 | 84,516 | 80,859 | 74,843 | 71,594 | 306,087 | 311,812 | 307,614 |
Interest expense (income)-net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 307,614 |
Loss on extinguishment of debt | ' | ' | 17,829 | 23,967 | 21,027 | 796 | 9,600 | ' | 41,796 | 31,423 | 76,011 |
(Loss) income before income taxes | 35,110 | 16,081 | 3,841 | -82,416 | -8,279 | -3,839 | 8,694 | -5,301 | -27,384 | -8,725 | -144,245 |
Income tax benefit (provision) | -36,055 | 6,358 | 12,167 | -12,292 | -42,552 | 1,284 | -2,992 | 1,812 | -29,822 | -42,448 | 42,074 |
Net (loss) income | -945 | 22,439 | 16,008 | -94,708 | -50,831 | -2,555 | 5,702 | -3,489 | -57,206 | -51,173 | -102,171 |
Other comprehensive income | ' | ' | ' | ' | ' | ' | ' | ' | 123,505 | 3,410 | -123 |
COMPREHENSIVE INCOME (LOSS) | ' | ' | ' | ' | ' | ' | ' | ' | 66,299 | -47,763 | -102,294 |
US Foods, Inc. [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET SALES | ' | ' | ' | ' | ' | ' | ' | ' | 21,733,839 | 21,087,568 | 19,759,156 |
COST OF GOODS SOLD | ' | ' | ' | ' | ' | ' | ' | ' | 18,028,018 | 17,503,932 | 16,363,613 |
Gross profit | ' | ' | ' | ' | ' | ' | ' | ' | 3,705,821 | 3,583,636 | 3,395,543 |
OPERATING EXPENSES: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution, selling and administrative | ' | ' | ' | ' | ' | ' | ' | ' | 3,454,223 | 3,306,527 | 3,135,044 |
Restructuring and tangible asset impairment charges | ' | ' | ' | ' | ' | ' | ' | ' | 6,996 | 6,158 | 68,700 |
Total operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 3,461,219 | 3,312,685 | 3,203,744 |
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | 244,602 | 270,951 | 191,799 |
INTEREST EXPENSE-Net | ' | ' | ' | ' | ' | ' | ' | ' | 260,939 | 265,719 | ' |
Interest expense (income)-net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 277,212 |
Loss on extinguishment of debt | ' | ' | ' | ' | ' | ' | ' | ' | 41,796 | 30,627 | 76,011 |
Other expense (income)-net | ' | ' | ' | ' | ' | ' | ' | ' | 107,433 | 100,078 | 103,469 |
(Loss) income before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | -165,566 | -125,473 | -264,893 |
Income tax benefit (provision) | ' | ' | ' | ' | ' | ' | ' | ' | -1,719 | -13,767 | 68,355 |
Equity in earnings of subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | 110,079 | 88,067 | 94,367 |
Net (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | -57,206 | -51,173 | -102,171 |
Other comprehensive income | ' | ' | ' | ' | ' | ' | ' | ' | 123,505 | 3,410 | -123 |
COMPREHENSIVE INCOME (LOSS) | ' | ' | ' | ' | ' | ' | ' | ' | 66,299 | -47,763 | -102,294 |
Guarantors [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET SALES | ' | ' | ' | ' | ' | ' | ' | ' | 563,339 | 577,353 | 585,713 |
COST OF GOODS SOLD | ' | ' | ' | ' | ' | ' | ' | ' | 446,021 | 468,017 | 476,237 |
Gross profit | ' | ' | ' | ' | ' | ' | ' | ' | 117,318 | 109,336 | 109,476 |
OPERATING EXPENSES: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution, selling and administrative | ' | ' | ' | ' | ' | ' | ' | ' | 92,710 | 95,300 | 94,532 |
Total operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 92,710 | 95,300 | 94,532 |
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | 24,608 | 14,036 | 14,944 |
INTEREST EXPENSE-Net | ' | ' | ' | ' | ' | ' | ' | ' | 768 | 19 | ' |
Interest expense (income)-net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -15,822 |
Other expense (income)-net | ' | ' | ' | ' | ' | ' | ' | ' | -17,914 | -16,784 | -25,782 |
(Loss) income before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 41,754 | 30,801 | 56,548 |
Net (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | 41,754 | 30,801 | 56,548 |
COMPREHENSIVE INCOME (LOSS) | ' | ' | ' | ' | ' | ' | ' | ' | 41,754 | 30,801 | 56,548 |
Non-Guarantors [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET SALES | ' | ' | ' | ' | ' | ' | ' | ' | 94,337 | 94,387 | 95,584 |
Gross profit | ' | ' | ' | ' | ' | ' | ' | ' | 94,337 | 94,387 | 95,584 |
OPERATING EXPENSES: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution, selling and administrative | ' | ' | ' | ' | ' | ' | ' | ' | 59,572 | 58,883 | 72,575 |
Restructuring and tangible asset impairment charges | ' | ' | ' | ' | ' | ' | ' | ' | 1,390 | 2,765 | 3,192 |
Total operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 60,962 | 61,648 | 75,767 |
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | 33,375 | 32,739 | 19,817 |
INTEREST EXPENSE-Net | ' | ' | ' | ' | ' | ' | ' | ' | 44,380 | 46,074 | ' |
Interest expense (income)-net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 46,224 |
Loss on extinguishment of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | 796 | ' |
Other expense (income)-net | ' | ' | ' | ' | ' | ' | ' | ' | -107,433 | -100,078 | -90,507 |
(Loss) income before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 96,428 | 85,947 | 64,100 |
Income tax benefit (provision) | ' | ' | ' | ' | ' | ' | ' | ' | -28,103 | -28,681 | -26,281 |
Net (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | 68,325 | 57,266 | 37,819 |
COMPREHENSIVE INCOME (LOSS) | ' | ' | ' | ' | ' | ' | ' | ' | 68,325 | 57,266 | 37,819 |
Eliminations [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET SALES | ' | ' | ' | ' | ' | ' | ' | ' | -94,337 | -94,387 | -95,584 |
Gross profit | ' | ' | ' | ' | ' | ' | ' | ' | -94,337 | -94,387 | -95,584 |
OPERATING EXPENSES: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution, selling and administrative | ' | ' | ' | ' | ' | ' | ' | ' | -112,251 | -111,171 | -108,404 |
Total operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | -112,251 | -111,171 | -108,404 |
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | 17,914 | 16,784 | 12,820 |
Other expense (income)-net | ' | ' | ' | ' | ' | ' | ' | ' | 17,914 | 16,784 | 12,820 |
Equity in earnings of subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | -110,079 | -88,067 | -94,367 |
Net (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | -110,079 | -88,067 | -94,367 |
COMPREHENSIVE INCOME (LOSS) | ' | ' | ' | ' | ' | ' | ' | ' | ($110,079) | ($88,067) | ($94,367) |
Guarantor_and_NonGuarantor_Con2
Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Schedule of Condensed Consolidating Statement of Cash Flows (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Condensed Cash Flow Statements, Captions [Line Items] | ' | ' | ' |
Net cash provided by operating activities | $322,252 | $315,919 | $419,167 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Acquisition of businesses | -11,369 | -106,041 | -41,385 |
Proceeds from sales of property and equipment | 14,608 | 19,685 | 7,487 |
Purchases of property and equipment | -191,131 | -293,456 | -304,414 |
Net cash (used in) provided by investing activities | -187,892 | -379,812 | -338,312 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from debt refinancing | 854,485 | 1,269,625 | 900,000 |
Proceeds from debt borrowings | 1,644,000 | 2,031,000 | 225,000 |
Redemption of senior notes | ' | ' | -1,064,159 |
Payment for debt financing costs | -29,376 | -35,088 | -29,569 |
Principal payments on debt and capital leases | -2,278,311 | -2,983,567 | -339,287 |
Repurchase of senior subordinated notes | -375,144 | -175,338 | ' |
Contingent consideration paid for acquisitions of businesses | -6,159 | ' | ' |
Proceeds from parent company common stock sales | 1,850 | 761 | 9,960 |
Parent company common stock repurchased | -8,418 | -3,734 | -3,222 |
Net cash (used in) provided by financing activities | -197,073 | 103,659 | -301,277 |
Net decrease in cash and cash equivalents | -62,713 | 39,766 | -220,422 |
CASH AND CASH EQUIVALENTS-Beginning of year | 242,457 | 202,691 | 423,113 |
CASH AND CASH EQUIVALENTS-End of year | 179,744 | 242,457 | 202,691 |
US Foods, Inc. [Member] | ' | ' | ' |
Condensed Cash Flow Statements, Captions [Line Items] | ' | ' | ' |
Net cash provided by operating activities | 289,245 | 250,365 | 369,532 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Acquisition of businesses | -11,369 | -106,041 | -41,385 |
Proceeds from sales of property and equipment | 7,018 | 12,264 | 2,454 |
Purchases of property and equipment | -185,673 | -258,566 | -289,380 |
Net cash (used in) provided by investing activities | -190,024 | -352,343 | -328,311 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from debt refinancing | 854,485 | 583,625 | 900,000 |
Proceeds from debt borrowings | 1,644,000 | 2,031,000 | 225,000 |
Redemption of senior notes | ' | ' | -1,064,159 |
Payment for debt financing costs | -29,376 | -31,648 | -29,569 |
Principal payments on debt and capital leases | -2,276,174 | -2,129,041 | -331,015 |
Repurchase of senior subordinated notes | -375,144 | -175,338 | ' |
Contingent consideration paid for acquisitions of businesses | -6,159 | ' | ' |
Capital (distributions) contributions | 33,685 | -133,837 | 34,373 |
Proceeds from parent company common stock sales | 1,850 | 761 | 9,960 |
Parent company common stock repurchased | -8,418 | -3,734 | -3,222 |
Net cash (used in) provided by financing activities | -161,251 | 141,788 | -258,632 |
Net decrease in cash and cash equivalents | -62,030 | 39,810 | -217,411 |
CASH AND CASH EQUIVALENTS-Beginning of year | 240,902 | 201,092 | 418,503 |
CASH AND CASH EQUIVALENTS-End of year | 178,872 | 240,902 | 201,092 |
Guarantors [Member] | ' | ' | ' |
Condensed Cash Flow Statements, Captions [Line Items] | ' | ' | ' |
Net cash provided by operating activities | 6,902 | 34,832 | 12,012 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Purchases of property and equipment | -5,448 | -34,876 | -15,023 |
Net cash (used in) provided by investing activities | -5,448 | -34,876 | -15,023 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Principal payments on debt and capital leases | -2,137 | ' | ' |
Net cash (used in) provided by financing activities | -2,137 | ' | ' |
Net decrease in cash and cash equivalents | -683 | -44 | -3,011 |
CASH AND CASH EQUIVALENTS-Beginning of year | 1,555 | 1,599 | 4,610 |
CASH AND CASH EQUIVALENTS-End of year | 872 | 1,555 | 1,599 |
Non-Guarantors [Member] | ' | ' | ' |
Condensed Cash Flow Statements, Captions [Line Items] | ' | ' | ' |
Net cash provided by operating activities | 26,105 | 30,722 | 37,623 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Proceeds from sales of property and equipment | 7,590 | 7,421 | 5,033 |
Purchases of property and equipment | -10 | -14 | -11 |
Net cash (used in) provided by investing activities | 7,580 | 7,407 | 5,022 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from debt refinancing | ' | 686,000 | ' |
Payment for debt financing costs | ' | -3,440 | ' |
Principal payments on debt and capital leases | ' | -854,526 | -8,272 |
Capital (distributions) contributions | -33,685 | 133,837 | -34,373 |
Net cash (used in) provided by financing activities | ($33,685) | ($38,129) | ($42,645) |
Recovered_Sheet18
Quarterly Financial Information (Unaudited) - Quarterly Financial Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET SALES | $5,546,796 | $5,686,712 | $5,658,748 | $5,404,922 | $5,434,673 | $5,507,531 | $5,462,991 | $5,259,726 | $22,297,178 | $21,664,921 | $20,344,869 |
COST OF GOODS SOLD | 4,575,070 | 4,716,253 | 4,686,933 | 4,495,783 | 4,486,986 | 4,582,084 | 4,519,594 | 4,383,285 | 18,474,039 | 17,971,949 | 16,839,850 |
Gross profit | 971,726 | 970,459 | 971,815 | 909,139 | 947,687 | 925,447 | 943,397 | 876,441 | 3,823,139 | 3,692,972 | 3,505,019 |
Operating expenses | 863,655 | 881,600 | 871,623 | 885,762 | 850,423 | 847,631 | 850,260 | 810,148 | 3,502,640 | 3,358,462 | 3,265,639 |
INTEREST EXPENSE-Net | 72,961 | 72,778 | 78,522 | 81,826 | 84,516 | 80,859 | 74,843 | 71,594 | 306,087 | 311,812 | 307,614 |
Loss on extinguishment of debt | ' | ' | 17,829 | 23,967 | 21,027 | 796 | 9,600 | ' | 41,796 | 31,423 | 76,011 |
(Loss) income before income taxes | 35,110 | 16,081 | 3,841 | -82,416 | -8,279 | -3,839 | 8,694 | -5,301 | -27,384 | -8,725 | -144,245 |
INCOME TAX (PROVISION) BENEFIT | -36,055 | 6,358 | 12,167 | -12,292 | -42,552 | 1,284 | -2,992 | 1,812 | -29,822 | -42,448 | 42,074 |
Net (loss) income | ($945) | $22,439 | $16,008 | ($94,708) | ($50,831) | ($2,555) | $5,702 | ($3,489) | ($57,206) | ($51,173) | ($102,171) |
Business_Segment_Information_S
Business Segment Information - Schedule of Quantitative Reconciliation of Adjusted EBITDA (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Adjustments: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring and tangible asset impairment | ' | ' | ' | ' | ' | ' | ' | ' | ($8,386) | ($8,923) | ($71,892) |
LIFO reserve change | ' | ' | ' | ' | ' | ' | ' | ' | -12,000 | -13,000 | -59,000 |
Pension settlement | ' | ' | ' | ' | ' | ' | ' | ' | -1,778 | -17,840 | ' |
Business transformation costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,000 |
Interest expense, net | -72,961 | -72,778 | -78,522 | -81,826 | -84,516 | -80,859 | -74,843 | -71,594 | -306,087 | -311,812 | -307,614 |
Income tax (provision) benefit | 36,055 | -6,358 | -12,167 | 12,292 | 42,552 | -1,284 | 2,992 | -1,812 | 29,822 | 42,448 | -42,074 |
Depreciation and amortization expense | ' | ' | ' | ' | ' | ' | ' | ' | -388,188 | -355,892 | -342,732 |
Net (loss) income | -945 | 22,439 | 16,008 | -94,708 | -50,831 | -2,555 | 5,702 | -3,489 | -57,206 | -51,173 | -102,171 |
EBITDA [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | 845,393 | 840,750 | 812,118 |
Adjustments: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sponsor fees | ' | ' | ' | ' | ' | ' | ' | ' | -10,302 | -10,242 | -10,206 |
Restructuring and tangible asset impairment | ' | ' | ' | ' | ' | ' | ' | ' | -8,386 | -8,923 | -71,892 |
Share-based compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | -8,406 | -4,312 | -14,677 |
LIFO reserve change | ' | ' | ' | ' | ' | ' | ' | ' | -11,925 | -13,213 | -59,300 |
Legal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,000 |
Loss on extinguishment of debt | ' | ' | ' | ' | ' | ' | ' | ' | -41,796 | -31,423 | -76,011 |
Pension settlement | ' | ' | ' | ' | ' | ' | ' | ' | -1,778 | -17,840 | ' |
Business transformation costs | ' | ' | ' | ' | ' | ' | ' | ' | -60,800 | -74,900 | -44,700 |
Other | ' | ' | ' | ' | ' | ' | ' | ' | -35,109 | -20,918 | -26,231 |
EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | 666,891 | 658,979 | 506,101 |
Interest expense, net | ' | ' | ' | ' | ' | ' | ' | ' | -306,087 | -311,812 | -307,614 |
Income tax (provision) benefit | ' | ' | ' | ' | ' | ' | ' | ' | -29,822 | -42,448 | 42,074 |
Depreciation and amortization expense | ' | ' | ' | ' | ' | ' | ' | ' | -388,188 | -355,892 | -342,732 |
Net (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | ($57,206) | ($51,173) | ($102,171) |
Business_Segment_Information_S1
Business Segment Information - Schedule of Quantitative Reconciliation of Adjusted EBITDA (Parenthetical) (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 28, 2013 |
Segment Reporting [Abstract] | ' |
Direct and incremental costs related to the Merger Agreement | $3.50 |
Business_Segment_Information_S2
Business Segment Information - Sales Mix for Company's Product Categories (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Product Type Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET SALES | $5,546,796 | $5,686,712 | $5,658,748 | $5,404,922 | $5,434,673 | $5,507,531 | $5,462,991 | $5,259,726 | $22,297,178 | $21,664,921 | $20,344,869 |
Meats and seafood [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product Type Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET SALES | ' | ' | ' | ' | ' | ' | ' | ' | 7,684,396 | 7,445,636 | 6,851,675 |
Dry grocery products [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product Type Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET SALES | ' | ' | ' | ' | ' | ' | ' | ' | 4,275,669 | 4,214,890 | 3,939,459 |
Refrigerated and frozen grocery products [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product Type Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET SALES | ' | ' | ' | ' | ' | ' | ' | ' | 3,446,308 | 3,373,764 | 3,170,696 |
Dairy [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product Type Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET SALES | ' | ' | ' | ' | ' | ' | ' | ' | 2,332,346 | 2,221,986 | 2,135,695 |
Equipment, disposables and supplies [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product Type Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET SALES | ' | ' | ' | ' | ' | ' | ' | ' | 2,133,899 | 2,075,323 | 1,952,317 |
Beverage products [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product Type Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET SALES | ' | ' | ' | ' | ' | ' | ' | ' | 1,309,303 | 1,322,961 | 1,267,969 |
Produce [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product Type Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET SALES | ' | ' | ' | ' | ' | ' | ' | ' | $1,115,257 | $1,010,361 | $1,027,058 |
Business_Segment_Information_A
Business Segment Information - Additional Information (Detail) (Sales Revenue, Net [Member], Group Purchasing Organization [Member]) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Sales Revenue, Net [Member] | Group Purchasing Organization [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Concentration risk | 12.00% | 11.00% | 11.00% |