Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 27, 2014 | Oct. 27, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 27-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Registrant Name | 'US FOODS, INC. | ' |
Entity Central Index Key | '0001561951 | ' |
Current Fiscal Year End Date | '--12-27 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 1,000 |
CONSOLIDATED_BALANCE_SHEETS_Un
CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Sep. 27, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $344,844 | $179,744 |
Accounts receivable, less allowances of $24,772 and $25,151 | 1,351,798 | 1,225,719 |
Vendor receivables, less allowances of $2,932 and $2,661 | 143,940 | 97,361 |
Inventories - net | 1,119,746 | 1,161,558 |
Legal settlement indemnification receivable | 297,000 | ' |
Prepaid expenses | 72,164 | 75,604 |
Deferred taxes | 12,709 | 13,557 |
Assets held for sale | 8,510 | 14,554 |
Other current assets | 15,224 | 6,644 |
Total current assets | 3,365,935 | 2,774,741 |
PROPERTY AND EQUIPMENT - Net | 1,735,618 | 1,748,495 |
GOODWILL | 3,835,477 | 3,835,477 |
OTHER INTANGIBLES - Net | 640,410 | 753,840 |
DEFERRED FINANCING COSTS | 26,650 | 39,282 |
OTHER ASSETS | 38,147 | 33,742 |
TOTAL ASSETS | 9,642,237 | 9,185,577 |
CURRENT LIABILITIES: | ' | ' |
Bank checks outstanding | 222,108 | 185,369 |
Accounts payable | 1,379,875 | 1,181,452 |
Accrued expenses and other current liabilities | 417,667 | 423,635 |
Accrued legal settlement | 297,000 | ' |
Current portion of long-term debt | 46,323 | 35,225 |
Total current liabilities | 2,362,973 | 1,825,681 |
Long-term debt | 4,764,062 | 4,735,248 |
DEFERRED TAX LIABILITIES | 449,828 | 408,153 |
OTHER LONG-TERM LIABILITIES | 293,811 | 334,808 |
Total liabilities | 7,870,674 | 7,303,890 |
COMMITMENTS AND CONTINGENCIES (See Note 15) | ' | ' |
SHAREHOLDER'S EQUITY: | ' | ' |
Common stock, $1.00 par value - authorized, issued, and outstanding, 1,000 shares | 1 | 1 |
Additional paid-in capital | 2,333,990 | 2,325,223 |
Accumulated deficit | -561,618 | -440,858 |
Accumulated other comprehensive income (loss) | -810 | -2,679 |
Total shareholder's equity | 1,771,563 | 1,881,687 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | $9,642,237 | $9,185,577 |
CONSOLIDATED_BALANCE_SHEETS_Un1
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Sep. 27, 2014 | Dec. 28, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Allowances for accounts receivable | $24,772 | $25,151 |
Allowances for vendor receivables | $2,932 | $2,661 |
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) (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
NET SALES | $5,911,490 | $5,686,712 | $17,266,069 | $16,750,382 |
COST OF GOODS SOLD | 4,950,661 | 4,716,253 | 14,446,306 | 13,898,969 |
Gross profit | 960,829 | 970,459 | 2,819,763 | 2,851,413 |
OPERATING EXPENSES: | ' | ' | ' | ' |
Distribution, selling and administrative costs | 903,618 | 880,118 | 2,681,216 | 2,633,935 |
Restructuring and tangible asset impairment charges | 22 | 1,482 | -80 | 5,050 |
Total operating expenses | 903,640 | 881,600 | 2,681,136 | 2,638,985 |
OPERATING INCOME | 57,189 | 88,859 | 138,627 | 212,428 |
INTEREST EXPENSE - Net | 71,432 | 72,778 | 218,236 | 233,126 |
Loss on extinguishment of debt | ' | ' | ' | 41,796 |
Income (loss) before income taxes | -14,243 | 16,081 | -79,609 | -62,494 |
INCOME TAX PROVISION (BENEFIT) | 22,628 | -6,358 | 41,151 | -6,233 |
NET INCOME (LOSS) | -36,871 | 22,439 | -120,760 | -56,261 |
OTHER COMPREHENSIVE INCOME (LOSS) - Net of tax: | ' | ' | ' | ' |
Changes in retirement benefit obligations, net of income tax | -172 | 3,445 | 1,869 | 10,962 |
Changes in interest rate swap derivative, net of income tax | ' | ' | ' | 542 |
COMPREHENSIVE INCOME (LOSS) | ($37,043) | $25,884 | ($118,891) | ($44,757) |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($120,760) | ($56,261) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 310,058 | 287,267 |
Gain on disposal of property and equipment | -6,009 | -1,579 |
Loss on extinguishment of debt | ' | 41,796 |
Tangible asset impairment charges | 1,580 | 1,860 |
Amortization of deferred financing costs | 13,547 | 13,609 |
Amortization of Senior Notes original issue premium | -2,497 | -2,497 |
Deferred tax provision (benefit) | 40,755 | -6,651 |
Share-based compensation expense | 9,173 | 9,784 |
Provision for doubtful accounts | 13,035 | 15,579 |
Changes in operating assets and liabilities: | ' | ' |
Increase in receivables | -187,254 | -153,008 |
Decrease (increase) in inventories | 33,271 | -76,045 |
Increase in prepaid expenses and other assets | -1,208 | -4,728 |
Increase in accounts payable and bank checks outstanding | 241,946 | 40,561 |
(Decrease) increase in accrued expenses and other liabilities | -42,106 | 4,664 |
Net cash provided by (used in) operating activities | 303,531 | 114,351 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Proceeds from sales of property and equipment | 19,600 | 13,020 |
Purchases of property and equipment | -105,497 | -133,147 |
Insurance recoveries related to property and equipment | 4,000 | ' |
Net cash provided by (used in) investing activities | -81,897 | -120,127 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from debt refinancing | ' | 854,485 |
Proceeds from debt borrowings | 898,450 | 1,303,000 |
Payment for debt financing costs and fees | -421 | -29,376 |
Principal payments on debt and capital leases | -954,157 | -1,847,677 |
Repurchase of senior subordinated notes | ' | -375,144 |
Proceeds from parent company stock sales | 197 | 475 |
Parent company common stock repurchased | -603 | -5,250 |
Net cash provided by (used in) financing activities | -56,534 | -99,487 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 165,100 | -105,263 |
CASH AND CASH EQUIVALENTS - Beginning of period | 179,744 | 242,457 |
CASH AND CASH EQUIVALENTS - End of period | 344,844 | 137,194 |
Cash paid (received) during the period for: | ' | ' |
Interest (net of amounts capitalized) | 238,900 | 256,827 |
Income taxes (refunded) paid - net | -14 | 209 |
Property and equipment purchases included in accounts payable | 12,935 | 14,245 |
Capital lease additions | 96,730 | 77,785 |
Receivable for insurance recoveries related to property and equipment | $1,209 | ' |
OVERVIEW_AND_BASIS_OF_PRESENTA
OVERVIEW AND BASIS OF PRESENTATION | 9 Months Ended | |
Sep. 27, 2014 | ||
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 Corp. | ||
Ownership — On July 3, 2007 (the “Closing Date”), USF Holding Corp., through a wholly owned subsidiary, acquired all of our predecessor company’s common stock and certain related assets from Koninklijke Ahold N.V. (“Ahold”) for approximately $7.2 billion (the “Acquisition”). Through a series of related transactions, USF Holding Corp. became our direct parent company. USF Holding Corp. is a corporation formed and controlled by investment funds associated with or managed by Clayton, Dubilier & Rice, Inc. (“CD&R”), and Kohlberg Kravis Roberts & Co. (“KKR”) (collectively the “Sponsors”). | ||
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. It is anticipated that the transaction will close during the fourth quarter of this calendar year. The closing 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”). On February 18, 2014, US Foods and Sysco received a request for additional information and documentary materials from the Federal Trade Commission (the “FTC”) in connection with the Acquisition and the companies continue to work closely and cooperatively with the FTC as it conducts its review of the proposed merger. If the Merger Agreement is terminated because the required antitrust approvals cannot be obtained, or if the Acquisition does not close by a 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 including 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 accompanying unaudited consolidated financial statements include the accounts of US Foods, Inc. and its wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. | ||
The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and disclosures required by GAAP for annual financial statements. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2013 Annual Report on Form 10-K. Certain footnote disclosures included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to applicable rules and regulations for interim financial statements. | ||
The consolidated financial statements have been prepared by the Company, without audit, with the exception of the December 28, 2013 consolidated balance sheet which was included in the audited consolidated financial statements in the Company’s 2013 Annual Report on Form 10-K. The consolidated financial statements reflect all adjustments which are of a normal and recurring nature that are, in the opinion of management, necessary for the fair presentation of the financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods are not necessarily indicative of the results that might be achieved for the full year. | ||
Public Filer Status — During the second quarter of 2013, the Company completed the registration of $1,350 million aggregate principal amount of 8.5% Senior Notes due 2019 (“Senior Notes”) in exchange offers for a like principal amount of the Company’s outstanding 8.5% Senior Notes due 2019 and became subject to rules and regulations of the SEC, 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 these exchange offers. Presently, the Company files periodic reports as a voluntary filer pursuant to contractual obligations in the indenture governing the Senior Notes. | ||
On September 23, 2014, US Foods notified the holders of the Senior Notes, of its intent to redeem the entire $1,350 million aggregate principal of the Senior Notes at an amount equal to 106.375% plus accrued interest. Redemption is to take place on or after October 23, 2014, but not later than November 22, 2014, subject to satisfaction of certain conditions and contingencies, primarily consummation of the Acquisition and receipt by US Foods of funds to redeem the Senior Notes in full. If these conditions and contingencies are not satisfied by November 22, 2014, this redemption will not occur. In addition, whether or not the redemption conditions are satisfied by the redemption date, US Foods has reserved the right to take any other actions with respect to the Senior Notes, including redeeming the Senior Notes at a later date. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | |
Sep. 27, 2014 | ||
Accounting Policies [Abstract] | ' | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |
2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
The Company’s significant accounting policies are presented in Note 2 in the Company’s consolidated financial statements for the fiscal year ended December 28, 2013, filed as part of the Company’s Annual Report on Form 10-K. See Note 1—Overview and Basis of Presentation. | ||
Use of Estimates — The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated financial statements and notes thereto. Actual results could differ from these estimates. The most critical estimates used in the preparation of the Company’s consolidated financial statements pertain to the valuation of goodwill and other intangible assets, property and equipment, vendor consideration, self-insurance programs, and income taxes. | ||
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. 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 method “links” current costs to original costs in the base year when the Company adopted LIFO. At September 27, 2014, and December 28, 2013, the LIFO balance sheet reserves were $217 million and $148 million, respectively. As a result of changes in LIFO reserves, Cost of goods sold increased $21 million and decreased $1 million in the 13-week periods ended September 27, 2014 and September 28, 2013, respectively, and increased $69 million and $7 million in the 39-weeks ended September 27, 2014 and September 28, 2013, 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. At September 27, 2014 and December 28, 2013, Property and equipment-net included accumulated depreciation of $1,259 million and $1,093 million, respectively. Depreciation expense was $67 million and $59 million for the 13-weeks ended September 27, 2014 and September 28, 2013, respectively, and $197 million and $176 million for the 39-weeks ended September 27, 2014 and September 28, 2013, respectively. | ||
Property and equipment held and used by the Company are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. For purposes of evaluating the recoverability of property and equipment, the Company compares the carrying value of the asset or asset group to the estimated, undiscounted future cash flows expected to be generated by the long-lived asset or asset group. If the future cash flows included in a long-lived asset recoverability test do not exceed the carrying value, the carrying value is compared to the fair value of such asset. If the carrying value exceeds the fair value, an impairment charge is recorded for the excess. | ||
The Company also assesses the recoverability of its closed facilities actively marketed for sale. If a facility’s carrying value exceeds its fair value, less an estimated cost to sell, an impairment charge is recorded for the excess. Assets held for sale are not depreciated. | ||
Impairments are recorded as a component of Restructuring and tangible asset impairment charges in the Consolidated Statements of Comprehensive Income (Loss), as well as in a reduction of the assets’ carrying value in the Consolidated Balance Sheets. See Note 10—Restructuring and Tangible Asset Impairment Charges for a discussion of 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 year’s third quarter. For other intangible assets with finite lives, we assess for impairment only if events occur that indicate that the carrying amount of an asset may not be recoverable. All goodwill is assigned to the consolidated Company as the reporting unit. | ||
Business Acquisitions — The Company accounts for business acquisitions under the acquisition method, in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition. The operating results of the acquired companies are included in the Company’s consolidated financial statements from the date of acquisition. Acquisitions—individually and in the aggregate—did not materially affect the Company’s results of operations or financial position for any period presented. The fourth quarter 2013 acquisition has been integrated into the Company’s foodservice distribution network. There were no business acquisitions in 2014. | ||
Certain prior year acquisitions involve contingent consideration in the event certain operating results are achieved over periods of up to two years. As of September 27, 2014 and December 28, 2013, the Company has accrued $2 million of contingent consideration relating to acquisitions. | ||
Variable Interest Entity —In April 2014, the Company entered into a sublease and subsequent purchase of a distribution facility. Under the agreement, the facility will be purchased in May 2018, commensurate with the sublease termination date. The distribution facility is the only asset owned by an investment trust, the landlord to the original lease. The Company has determined the trust is a variable interest entity (“VIE”) for which it is the primary beneficiary. | ||
However, after exhaustive efforts, the Company was unable to obtain the information necessary to include the accounts and activities of the trust in its consolidated financial statements. As such, the Company has opted to invoke the scope exception available under VIE accounting guidance and will not consolidate the VIE in its financial statements. Since the Company will not be able to consolidate the trust under VIE guidance, applicable lease guidance has been applied to the transaction itself. The Company has concluded that the sublease and purchase agreements, together, qualify for capital lease treatment. Accordingly, the Company recorded a capital asset and related lease and purchase obligation totaling $27 million. This amount approximates the net present value of the purchase price and sublease commitment. In addition, the Company will depreciate the asset balance over its estimated useful life and reduce the capital lease and purchase obligation as payments are made. | ||
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 recognizes compensation expense over the service period for stock-based awards expected to vest. USF Holding Corp. contributes shares to the Company for employee stock purchases and upon exercise of options or grants of restricted stock and restricted stock units. | ||
Revenue Recognition — The Company recognizes revenue from the sale of product when 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 necessary to bring the products to the Company’s distribution facilities. Cost of goods sold excludes depreciation and amortization —as the Company acquires its inventories generally in a complete and salable state— and excludes warehousing related costs which are presented 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. See Inventories section above for discussion of LIFO impact on Cost of goods sold. | ||
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 in 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 the evaluation of new information not previously available. These differences are reflected as increases or decreases to Income tax provision (benefit) in the period in which they are determined. | ||
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended | |
Sep. 27, 2014 | ||
Accounting Changes and Error Corrections [Abstract] | ' | |
RECENT ACCOUNTING PRONOUNCEMENTS | ' | |
3 | RECENT ACCOUNTING PRONOUNCEMENTS | |
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. This ASU provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. This guidance is effective for fiscal years—and interim periods within those fiscal years—beginning after December 15, 2016, with early adoption permitted. The Company is currently reviewing the provisions of the new standard. | ||
In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers, which will be introduced into the FASB’s Accounting Standards Codification as Topic 606. Topic 606 replaces Topic 605, the previous revenue recognition guidance. The new standard core principle is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improve guidance for multiple-element arrangements. The new standard will be effective for USF in the first quarter of 2017, with early adoption not permitted. The new standard permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years, and one requiring prospective application of the new standard with disclosure of results under old standards. The Company is currently evaluating the impact of this ASU and has not yet selected an implementation approach. | ||
In April 2014, the FASB issued ASU No. 2014-8, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This update changes the criteria for reporting discontinued operations and modifies related disclosure requirements. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and “represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.” The update states that a strategic shift could include a disposal of 1) a major geographical area of operations, 2) a major line of business, or 3) a major equity method investment. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends, with early adoption permitted. The Company’s adoption of this guidance in the first quarter of 2014 had no impact on the Company’s financial position, results of operations or cash flows. | ||
In July 2013, the FASB issued 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; and 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 this 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. The Company’s adoption of this guidance in the first quarter of 2014 had no impact on the Company’s financial position, results of operations or cash flows. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | ||||||||||||||||
Sep. 27, 2014 | |||||||||||||||||
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—which 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 at 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 September 27, 2014 and December 28, 2013, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows (in thousands): | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Recurring fair value measurements: | |||||||||||||||||
Money market funds | $ | 228,200 | $ | — | $ | — | $ | 228,200 | |||||||||
Balance at September 27, 2014 | $ | 228,200 | $ | — | $ | — | $ | 228,200 | |||||||||
Recurring fair value measurements: | |||||||||||||||||
Money market funds | $ | 64,100 | $ | — | $ | — | $ | 64,100 | |||||||||
Balance at December 28, 2013 | $ | 64,100 | $ | — | $ | — | $ | 64,100 | |||||||||
Nonrecurring fair value measurements: | |||||||||||||||||
Assets held for sale | $ | — | $ | — | $ | 4,800 | $ | 4,800 | |||||||||
Balance at September 27, 2014 | $ | — | $ | — | $ | 4,800 | $ | 4,800 | |||||||||
Nonrecurring fair value measurements: | |||||||||||||||||
Assets held for sale | $ | — | $ | — | $ | 10,930 | $ | 10,930 | |||||||||
Balance at December 28, 2013 | $ | — | $ | — | $ | 10,930 | $ | 10,930 | |||||||||
Recurring Fair Value Measurements | |||||||||||||||||
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 $228 million and $64 million at September 27, 2014 and December 28, 2013, respectively. | |||||||||||||||||
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 properties for purposes of recording necessary impairment charges. We estimate fair value based on information received from real estate brokers. In the second quarter of 2014, the Company recorded a tangible asset impairment charge of $3 million, offset by insurance recoveries, as a result of tornado damage to a distribution facility. See Note 15 – Commitments and Contingencies. No impairments to the Company’s property and equipment were recognized during 2013. | |||||||||||||||||
Assets Held for Sale | |||||||||||||||||
The Company is required to record Assets held for sale at the lesser of the depreciated carrying amount or estimated fair value less cost to sell. Certain Assets held for sale were adjusted to equal their estimated fair value, less cost to sell, resulting in tangible asset impairment charges of $2 million in each of the 39-week periods ended September 27, 2014 and September 28, 2013. Fair value of properties 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 properties that became the new carrying amounts at the time the impairments were recorded. | |||||||||||||||||
Other Fair Value Measurements | |||||||||||||||||
The carrying value of cash, restricted cash, accounts receivable, bank checks outstanding, accounts payable, accrued expenses and contingent consideration payable for business acquisitions approximate their fair values due to their short-term maturities. | |||||||||||||||||
The fair value of total debt approximated $4.9 billion, as compared to its aggregate carrying value of $4.8 billion as of September 27, 2014 and December 28, 2013. 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 outflows expected 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, classified under Level 2 of the fair value hierarchy, was $1.4 billion and $1.5 billion at September 27, 2014 and December 28, 2013, respectively. Fair value was based upon the closing market price at the end of the reporting period. See Note 9—Debt for a further description of the Senior Notes |
ACCOUNTS_RECEIVABLE_FINANCING_
ACCOUNTS RECEIVABLE FINANCING PROGRAM | 9 Months Ended | |
Sep. 27, 2014 | ||
Text Block [Abstract] | ' | |
ACCOUNTS RECEIVABLE FINANCING PROGRAM | ' | |
5 | 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 September 27, 2014 or December 28, 2013. | ||
The maximum capacity under the 2012 ABS Facility is $800 million. Borrowings under the 2012 ABS Facility were $686 million at September 27, 2014 and December 28, 2013. Included in the Company’s accounts receivable balance as of September 27, 2014 and December 28, 2013 were $1,016 million and $930 million, respectively, of receivables held as collateral in support of the 2012 ABS Facility. See Note 9—Debt for a further description of the 2012 ABS Facility. |
RESTRICTED_CASH
RESTRICTED CASH | 9 Months Ended | |
Sep. 27, 2014 | ||
Cash and Cash Equivalents [Abstract] | ' | |
RESTRICTED CASH | ' | |
6 | RESTRICTED CASH | |
The Company had $6 million and $7 million of restricted cash included in the Company’s Consolidated Balance Sheets in Other assets at September 27, 2014 and December 28, 2013, respectively. 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 9—Debt for a further description of the CMBS Fixed Facility. |
GOODWILL_AND_OTHER_INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 9 Months Ended | ||||||||
Sep. 27, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
GOODWILL AND OTHER INTANGIBLES | ' | ||||||||
7 | 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 over the estimated useful lives (four to ten years). Amortization expense was $38 million and $37 million for the 13-weeks ended September 27, 2014 and September 28, 2013, respectively, and $113 million and $111 million for the 39-weeks ended September 27, 2014 and September 28, 2013, respectively. | |||||||||
Goodwill and Other intangibles, net, consisted of the following (in thousands): | |||||||||
September 27, | December 28, | ||||||||
2014 | 2013 | ||||||||
Goodwill | $ | 3,835,477 | $ | 3,835,477 | |||||
Other intangibles — net | |||||||||
Customer relationships — amortizable: | |||||||||
Gross carrying amount | $ | 1,376,094 | $ | 1,377,663 | |||||
Accumulated amortization | (989,137 | ) | (877,396 | ) | |||||
Net carrying value | 386,957 | 500,267 | |||||||
Noncompete agreement — amortizable: | |||||||||
Gross carrying amount | 800 | 800 | |||||||
Accumulated amortization | (147 | ) | (27 | ) | |||||
Net carrying value | 653 | 773 | |||||||
Brand names and trademarks — not amortizing | 252,800 | 252,800 | |||||||
Total Other intangibles — net | $ | 640,410 | $ | 753,840 | |||||
The 2014 decrease in the gross carrying amount of customer relationships is attributable to the write off of fully amortized intangible assets relating to a 2008 business acquisition. | |||||||||
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 definite lives, we assess for impairment only if events occur that indicate that the carrying amount of an asset may not be recoverable. | |||||||||
The Company completed its most recent annual impairment assessment for goodwill and its portfolio of brand names and trademarks, the indefinite-lived intangible assets on June 30, 2014—the first day of fiscal 2014 third quarter—with no impairments noted. | |||||||||
For goodwill, the reporting unit used in assessing impairment is our one business segment as described in Note 17—Business Segment Information. Our assessment for impairment of goodwill utilized a combination of discounted cash flow analysis, comparative market multiples and comparative market transaction multiples. The results from each of the models are then weighted and combined into a single estimate of fair value for our reporting unit. The Company uses a weighting of 50%, 35% and 15% for the discounted cash flow analysis, comparative market multiples and comparative market transaction multiples, respectively, 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 fiscal 2014 annual goodwill impairment analysis, we believe the fair value of the Company’s reporting unit exceeded its carrying value. | |||||||||
Our fair value estimates of the brand name and trademark indefinite-lived intangible assets are based on a relief from royalty method. The fair value of the intangible asset is determined for comparison to the corresponding carrying value. If the carrying value of the asset exceeds its fair value, an impairment loss is recognized in an amount equal to the excess. Based upon our fiscal 2014 annual impairment analysis, we believe the fair value of the Company’s brand name and trademark exceeded its carrying value. | |||||||||
Due to the many variables inherent in estimating fair value and the relative size of the recorded indefinite-lived intangible assets, differences in assumptions may have a material effect on the results of our impairment analysis. |
ASSETS_HELD_FOR_SALE
ASSETS HELD FOR SALE | 9 Months Ended | ||||
Sep. 27, 2014 | |||||
Text Block [Abstract] | ' | ||||
ASSETS HELD FOR SALE | ' | ||||
8 | ASSETS HELD FOR SALE | ||||
The Company classifies its closed facilities as Assets held for sale at the time management commits to a plan to sell the facility and it is unlikely the plan will be changed, the facility is actively marketed and available for immediate sale, and the sale is expected to be completed within one year. Due to market conditions, certain facilities may be classified as Assets held for sale for more than one year as the Company continues to actively market the facilities at reasonable prices. For all properties held for sale, the Company has exited operations from the facilities and, thus, the properties are no longer productive assets. Further, the Company has no history of changing its plan to dispose of a facility once the decision has been made. At September 27, 2014 and December 28, 2013, $3 million and $10 million, respectively, of closed facilities were included in Assets held for sale for more than one year. | |||||
The change in Assets held for sale for the 39-weeks ended September 27, 2014 was as follows (in thousands): | |||||
Balance at beginning of period | $ | 14,554 | |||
Transfers in | 6,569 | ||||
Assets sold | (11,033 | ) | |||
Tangible asset impairment charges | (1,580 | ) | |||
Balance at end of the period | $ | 8,510 | |||
During 2014, four distribution facilities were closed and reclassified to Assets held for sale. Additionally four facilities classified as Assets held for sale were sold for proceeds of $15 million. The Company recognized a net gain of $4 million on sold facilities in 2014. | |||||
As discussed in Note 4—Fair Value Measurements, certain Assets held for sale were adjusted to equal their estimated fair value, less cost to sell, resulting in tangible asset impairment charges of $2 million in each of the 39-week periods ended September 27, 2014 and September 28, 2013. |
DEBT
DEBT | 9 Months Ended | ||||||||||||||
Sep. 27, 2014 | |||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||
DEBT | ' | ||||||||||||||
9 | DEBT | ||||||||||||||
The Company’s debt consisted of the following (dollars in thousands): | |||||||||||||||
Debt Description | Contractual | Interest Rate at | September 27, | December 28, | |||||||||||
Maturity | September 27, | 2014 | 2013 | ||||||||||||
2014 | |||||||||||||||
ABL Facility | May 11, 2016 | — | $ | — | $ | 20,000 | |||||||||
2012 ABS Facility | May 11, 2016 | 1.2 | % | 686,000 | 686,000 | ||||||||||
Amended 2011 Term Loan | March 31, 2019 | 4.5 | 2,079,000 | 2,094,750 | |||||||||||
Senior Notes | 30-Jun-19 | 8.5 | 1,350,000 | 1,350,000 | |||||||||||
CMBS Fixed Facility | 1-Aug-17 | 6.38 | 472,391 | 472,391 | |||||||||||
Obligations under capital leases | 2018–2025 | 3.34 - 6.25 | 195,299 | 116,662 | |||||||||||
Other debt | 2018–2031 | 5.75 - 9.00 | 11,881 | 12,359 | |||||||||||
Total debt | 4,794,571 | 4,752,162 | |||||||||||||
Add unamortized premium | 15,814 | 18,311 | |||||||||||||
Less current portion of long-term debt | (46,323 | ) | (35,225 | ) | |||||||||||
Long-term debt | $ | 4,764,062 | $ | 4,735,248 | |||||||||||
At September 27, 2014, $2,030 million of the total debt was at a fixed rate and $2,765 million was at a floating rate. | |||||||||||||||
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 September 27, 2014, the Company had no outstanding borrowings, but had issued Letters of Credit totaling $281 million under the ABL Facility. Outstanding Letters of Credit included 1) $88 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 $10 million for other obligations. There was available capacity on the ABL Facility of $819 million at September 27, 2014, according to the borrowing base calculation. As of September 27, 2014, on borrowings up to $75 million, the Company can periodically elect to pay interest at Prime plus 2.25% or LIBOR plus 3.25%. On borrowings in excess of $75 million, the Company can periodically elect to pay interest at Prime plus 1.00% or LIBOR plus 2.00%. The ABL facility also carries letter of credit fees of 2.00% and an unused commitment fee of 0.25%. | |||||||||||||||
Accounts Receivable Financing Program | |||||||||||||||
Under the 2012 ABS Facility—which replaced the Company’s prior accounts receivable securitization—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 September 27, 2014. 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. There was available capacity on the 2012 ABS Facility of $83 million at September 27, 2014 based on eligible receivables 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% 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% and an unused commitment fee of 0.35%. See Note 5—Accounts Receivable Financing Program for a further description of the Company’s Accounts Receivable Financing Program. | |||||||||||||||
On August 8, 2014, the 2012 ABS Facility was amended whereby the maturity date was extended from August 27, 2015 to the earlier of August 5, 2016, or the termination date of the ABL Facility, currently May 11, 2016. The interest rate on outstanding borrowings was reduced 25 basis points. The Company incurred less than $1 million of costs and fees related to the 2012 ABS Facility amendment. | |||||||||||||||
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 $2,079 million at September 27, 2014. The Amended 2011 Term Loan bears interest equal to Prime plus 2.5%, or LIBOR plus 3.5%, with a LIBOR floor of 1.0%, based on a periodic election of the interest rate by the Company. Principal repayments of $5 million are payable quarterly with the balance due at maturity. The Amended 2011 Term Loan may | |||||||||||||||
require mandatory repayments if certain assets are sold, or based on excess cash flow generated by the Company, as defined in the agreement. The interest rate on the Amended 2011 Term Loan was 4.5%—the LIBOR floor of 1.0% plus 3.5%— at September 27, 2014. At September 27, 2014, entities affiliated with KKR held $285 million of the Company’s Amended 2011 Term Loan debt. | |||||||||||||||
The term loan agreement was amended in June 2013. See “2013 Debt Refinancing Transactions” discussed below. | |||||||||||||||
Senior Notes | |||||||||||||||
The unsecured Senior Notes, with outstanding principal of $1,350 million at September 27, 2014, bear interest at 8.5%. There was unamortized issue premium associated with the Senior Notes issuances of $16 million at September 27, 2014. This is amortized as a decrease to Interest expense over the remaining life of the debt facility. At September 27, 2014, 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 Merger Agreement—or not completed by September 8, 2015—the Senior Notes Indenture will revert to its original terms. See Note 11—Related Party Transactions for a discussion of Senior Notes Indenture amendment fees paid by Sysco, and Note 1—Overview and Basis of Presentation for a description of the proposed acquisition by Sysco. | |||||||||||||||
On September 23, 2014, US Foods notified the holders of the Senior Notes, of its intent to redeem the entire $1,350 million aggregate principal of the Senior Notes at an amount equal to 106.375% plus accrued interest. Redemption is to take place on or after October 23, 2014, but not later than November 22, 2014, subject to satisfaction of certain conditions and contingencies, primarily consummation of the Acquisition and receipt by US Foods of funds to redeem the Senior Notes in full. If these conditions and contingencies are not satisfied by November 22, 2014, this redemption will not occur. In addition, whether or not the redemption conditions are satisfied by the redemption date, US Foods has reserved the right to take any other actions with respect to the Senior Notes, including redeeming the Senior Notes at a later date. | |||||||||||||||
Other Debt | |||||||||||||||
The CMBS Fixed Facility provides financing of $472 million and is currently secured by mortgages on 34 properties, consisting of distribution centers. The CMBS Fixed Facility bears interest at 6.38%. On May 15, 2014, the CMBS Fixed Facility was modified to permit a substitution of collateral as further discussed below in “Security Interests”. | |||||||||||||||
Obligations under capital leases consist of amounts due for transportation equipment and building leases. | |||||||||||||||
2013 Debt Refinancing Transactions | |||||||||||||||
During 2013, we entered into a series of transactions to refinance our debt facilities and extend debt maturity dates, including the following transactions: | |||||||||||||||
• | 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 transactions resulted in a loss on extinguishment of debt of $42 million, which 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 were carried forward and will be amortized through March 31, 2019—the maturity date of the Amended 2011 Term Loan. | |||||||||||||||
Refinancing Transaction Costs | |||||||||||||||
The Company incurred transaction costs of $29 million related to the 2013 debt refinancing transactions costs, consisting 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, inventories and tractors and trailers owned by the Company. The CMBS Fixed Facility is collateralized by mortgages on 34 related properties. Our obligations under the Amended 2011 Term Loan are secured by 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 on the CMBS Fixed Facility. The Amended 2011 Term Loan has priority over certain collateral securing the ABL Facility, and it has second priority to collateral securing the ABL Facility. As of September 27, 2014, ten properties remain in a special purpose, bankruptcy remote subsidiary, and are not pledged as collateral under any of the Company’s debt agreements. | |||||||||||||||
On May 15, 2014, the CMBS Fixed Facility was modified to permit the substitution of collateral primarily to allow the sale of certain of facilities that are classified as Assets held for sale. The collateral substitution consisted of an exchange of two properties for six properties that collateralized the CMBS Fixed Facility. Two of the substituted properties have been sold to unrelated parties and the other four properties are collateral securing the Amended 2011 Term Loan. The Company incurred $1 million of costs and fees related to the CMBS Fixed Loan Facility substitution transaction. | |||||||||||||||
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. |
RESTRUCTURING_AND_TANGIBLE_ASS
RESTRUCTURING AND TANGIBLE ASSET IMPAIRMENT CHARGES | 9 Months Ended | ||||||||||||||||
Sep. 27, 2014 | |||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||||||
RESTRUCTURING AND TANGIBLE ASSET IMPAIRMENT CHARGES | ' | ||||||||||||||||
10 | RESTRUCTURING AND TANGIBLE ASSET IMPAIRMENT CHARGES | ||||||||||||||||
During 2014, certain Assets held for sale were adjusted to equal their estimated fair value, less cost to sell, resulting in tangible asset impairment charges of $2 million. These charges were offset by the reversal of $2 million of excess liabilities related to an unused facility lease settlement, and excess closed facility severance costs. | |||||||||||||||||
During 2013, the Company incurred $3 million of severance costs, including $1 million for a multiemployer pension withdrawal liability. Additionally, certain Assets held for sale were adjusted to equal their estimated fair value, less cost to sell, resulting in tangible asset impairment charges of $2 million. | |||||||||||||||||
A summary of the restructuring charges during the 13-weeks and the 39-weeks ended September 27, 2014 and September 28, 2013 was as follows (in thousands): | |||||||||||||||||
13-Weeks Ended | 39-Weeks Ended | ||||||||||||||||
September 27, | September 28, | September 27, | September 28, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Severance and related costs | $ | — | $ | 1,176 | $ | (502 | ) | $ | 3,335 | ||||||||
Facility closing costs | 22 | 306 | (1,158 | ) | (145 | ) | |||||||||||
Tangible asset impairment charges | — | — | 1,580 | 1,860 | |||||||||||||
Total | $ | 22 | $ | 1,482 | $ | (80 | ) | $ | 5,050 | ||||||||
The following table summarizes the changes in the restructuring liabilities for the 39-weeks ended September 27, 2014 (in thousands): | |||||||||||||||||
Severance | Facility | ||||||||||||||||
and Related | Closing | ||||||||||||||||
Costs | Costs | Total | |||||||||||||||
Balance at December 28, 2013 | $ | 69,072 | $ | 2,146 | $ | 71,218 | |||||||||||
Current period charges | 82 | — | 82 | ||||||||||||||
Change in estimate | (584 | ) | (1,158 | ) | (1,742 | ) | |||||||||||
Payments and usage — net of accretion | (9,860 | ) | (511 | ) | (10,371 | ) | |||||||||||
Balance at September 27, 2014 | $ | 58,710 | $ | 477 | $ | 59,187 | |||||||||||
The $59 million of restructuring liabilities as of September 27, 2014 for severance and related costs includes $53 million of multiemployer pension withdrawal liabilities relating to closed facilities, payable in monthly installments through 2031 at effective interest rates ranging from 5.9% to 6.7%. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | |
Sep. 27, 2014 | ||
Related Party Transactions [Abstract] | ' | |
RELATED PARTY TRANSACTIONS | ' | |
11 | 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 13-weeks ended September 27, 2014 and September 28, 2013, the Company recorded management fees and related expenses of $3 million. For each of the 39-weeks ended September 27, 2014 and September 28, 2013, the Company recorded management fees and related expenses of $8 million. These were reported as Distribution, selling and administrative costs in the Consolidated Statements of Comprehensive Income (Loss). | ||
As discussed in Note 9—Debt, entities affiliated with the Sponsors hold various positions in some of our debt facilities and participated in our 2013 refinancing transactions. At September 27, 2014, entities affiliated with KKR held $287 million in aggregate principal of the Company’s debt facilities. At September 27, 2014, entities affiliated with CD&R had no holdings of the Company’s debt facilities. Entities affiliated with KKR received transaction fees of $2 million for services related to the 2013 debt refinancing transactions. | ||
Also as discussed in Note 9—Debt, the Senior Note Indenture was amended in the fourth quarter of 2013 so that the proposed Acquisition by Sysco will not constitute a “Change of Control”. Sysco paid $3.4 million in consent fees to the holders of the Senior Notes in December 2013 on behalf of the Company in connection with this amendment. |
RETIREMENT_PLANS
RETIREMENT PLANS | 9 Months Ended | ||||||||||||||||
Sep. 27, 2014 | |||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||||||
RETIREMENT PLANS | ' | ||||||||||||||||
12 | RETIREMENT PLANS | ||||||||||||||||
The Company has defined benefit and defined contribution retirement plans for its employees. Also, the Company contributes to various multiemployer plans under collective bargaining agreements and provides certain health care benefits to eligible retirees and their dependents. | |||||||||||||||||
The components of net pension and other post retirement benefit costs for Company sponsored defined benefit plans for the periods presented were as follows (in thousands): | |||||||||||||||||
13-Weeks Ended | |||||||||||||||||
Pension Benefits | Other Postretirement Plans | ||||||||||||||||
September 27, | September 28, | September 27, | September 28, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Service cost | $ | 6,830 | $ | 8,357 | $ | 19 | $ | 39 | |||||||||
Interest cost | 9,324 | 8,485 | 80 | 107 | |||||||||||||
Expected return on plan assets | (11,849 | ) | (10,538 | ) | — | — | |||||||||||
Amortization of prior service cost (credit) | 50 | 50 | (84 | )(1) | — | ||||||||||||
Amortization of net loss (gain) | 574 | 3,387 | (18 | )(1) | 27 | ||||||||||||
Settlements | 500 | — | — | — | |||||||||||||
Net periodic benefit costs (credits) | $ | 5,429 | $ | 9,741 | $ | (3 | ) | $ | 173 | ||||||||
39-Weeks Ended | |||||||||||||||||
Pension Benefits | Other Postretirement Plans | ||||||||||||||||
September 27, | September 28, | September 27, | September 28, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Service cost | $ | 20,490 | $ | 24,417 | $ | 59 | $ | 116 | |||||||||
Interest cost | 27,974 | 25,221 | 239 | 323 | |||||||||||||
Expected return on plan assets | (35,547 | ) | (31,501 | ) | — | — | |||||||||||
Amortization of prior service cost (credit) | 149 | 149 | (251 | )(1) | — | ||||||||||||
Amortization of net loss (gain) | 1,721 | 9,902 | (56 | )(1) | 83 | ||||||||||||
Settlements | 1,500 | — | — | — | |||||||||||||
Net periodic benefit costs (credits) | $ | 16,287 | $ | 28,188 | $ | (9 | ) | $ | 522 | ||||||||
-1 | The Amortization of prior service cost (credit) and Amortization of net loss (gain) reflect prospective participant eligibility changes pursuant to a renegotiated agreement for a post retirement medical plan finalized in the first quarter of 2014. | ||||||||||||||||
The Company reclassified $1 million and $3 million out of Accumulated other comprehensive income (loss) to Distribution, selling and administrative costs relating to retirement benefit obligations during the 13-weeks ended September 27, 2014 and September 28, 2013, respectively. The Company reclassified $3 million and $10 million out of Accumulated other comprehensive income (loss) to Distribution, selling and administrative costs relating to retirement benefit obligations during the 39-weeks ended September 27, 2014 and September 28, 2013, respectively. | |||||||||||||||||
The Company contributed $39 million and $38 million to its defined benefit and other postretirement plans during the 39-weeks ended September 27, 2014 and September 28, 2013, respectively. The Company anticipates making $49 million in total contributions to its pension plans and other postretirement plans during fiscal year 2014. |
CHANGES_IN_ACCUMULATED_OTHER_C
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 9 Months Ended | ||||||||||||||||
Sep. 27, 2014 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ' | ||||||||||||||||
13 | CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||||||
The following table presents changes in Accumulated other comprehensive income (loss) by component for the periods presented as follows (in thousands): | |||||||||||||||||
13-Weeks Ended | 39-Weeks Ended | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | September 27, | September 28, | September 27, | September 28, | |||||||||||||
Components | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Defined benefit retirement plans: | |||||||||||||||||
Balance at beginning of period (1) | $ | (638 | ) | $ | (118,125 | ) | $ | (2,679 | ) | $ | (125,642 | ) | |||||
Other comprehensive income (loss) before reclassifications | — | — | — | — | |||||||||||||
Amortization of prior service (credit) cost (2) | (34 | ) | 50 | (102 | ) | 149 | |||||||||||
Amortization of net loss (2) | 556 | 3,414 | 1,665 | 9,985 | |||||||||||||
Settlements(2) | 500 | — | 1,500 | — | |||||||||||||
Total before income tax (3) | 1,022 | 3,464 | 3,063 | 10,134 | |||||||||||||
Income tax provision (benefit) | 1,194 | 19 | 1,194 | (828 | ) | ||||||||||||
Current period comprehensive income (loss), net of tax | (172 | ) | 3,445 | 1,869 | 10,962 | ||||||||||||
Balance at end of period (1) | $ | (810 | ) | $ | (114,680 | ) | $ | (810 | ) | $ | (114,680 | ) | |||||
Interest rate swap derivative cash flow hedge (4): | |||||||||||||||||
Balance at beginning of period (1) | $ | — | $ | — | $ | — | $ | (542 | ) | ||||||||
Other comprehensive income (loss) before reclassifications | — | — | — | (653 | ) | ||||||||||||
Amounts reclassified from Other comprehensive income (loss) (5) | — | — | — | 2,042 | |||||||||||||
Total before income tax | — | — | — | 1,389 | |||||||||||||
Income tax provision (benefit) | — | — | — | 847 | |||||||||||||
Current period comprehensive income (loss), net of tax | — | — | — | 542 | |||||||||||||
Balance at end of period (1) | $ | — | $ | — | $ | — | $ | — | |||||||||
Accumulated Other Comprehensive Income (Loss) end of period (1) | $ | (810 | ) | $ | (114,680 | ) | $ | (810 | ) | $ | (114,680 | ) | |||||
-1 | Amounts are presented net of tax. | ||||||||||||||||
-2 | Included in the computation of Net periodic benefit costs. See Note 12—Retirement Plans for additional information. | ||||||||||||||||
-3 | Included in Distribution, selling and administration expenses in the Consolidated Statements of Comprehensive Income (Loss). | ||||||||||||||||
-4 | The interest rate swap derivative expired in January 2013. | ||||||||||||||||
-5 | Included in Interest expense–net in the Consolidated Statements of Comprehensive Income (Loss). |
INCOME_TAXES
INCOME TAXES | 9 Months Ended | |
Sep. 27, 2014 | ||
Income Tax Disclosure [Abstract] | ' | |
INCOME TAXES | ' | |
14 | INCOME TAXES | |
The determination of the Company’s overall effective tax rate requires the use of estimates. The effective tax rate reflects the income earned and taxed in various United States federal and state jurisdictions. Tax law changes, increases and decreases in temporary and permanent differences between book and tax items, tax credits and the Company’s change in income in each jurisdiction all affect the overall effective tax rate. | ||
The Company estimated its annual effective tax rate to be applied to the results of the 39-weeks ended September 27, 2014 and September 28, 2013. In estimating its annual effective tax rate for the fiscal first and second quarters of 2014, the Company excluded the effects of the valuation allowance necessary as a result of the tax amortization of its goodwill and trademarks. The valuation allowance impact of the tax amortization of goodwill and trademarks has been measured discretely for these quarters to calculate the income taxes. The Company concluded that to use the forecasted annual effective tax rate, unadjusted for the effects of the valuation allowance related to the tax amortization of the goodwill and trademarks as described above would not be reliable for use in the fiscal first and second quarterly reporting of income taxes due to such rate’s significant sensitivity to minimal changes in forecasted annual pre-tax income. At that time, the impact of including the tax goodwill and trademarks amortization in the annual effective tax rate computation, as applied to the year-to-date pre-tax loss for the period, would be distortive to the financial statements. However, for the fiscal third quarter, the Company determined that an estimate of the annual effective tax rate including the effects of the valuation allowance necessary as a result of the tax amortization of its goodwill and trademarks was a better representation of income tax expense for the 39-weeks ended September 27, 2014. Given the Company’s cumulative tax loss position, the impact of the projected current year book loss and non-deductible items is being offset by a commensurate valuation allowance adjustment within the annual effective tax rate. As a result of these considerations, management concluded that the readers of the financial statements would best benefit from a tax provision for the fiscal third quarter that reflects the estimated annual effective tax rate that includes the effects of the valuation allowance necessary as a result of the tax amortization of its goodwill and trademarks. | ||
The valuation allowance against the net deferred tax assets was $117 million at December 28, 2013. The deferred tax assets related to federal and state net operating losses, increased $66 million during the 39-weeks ended September 27, 2014, which resulted in a $183 million total valuation allowance at September 27, 2014. A full valuation allowance on the net deferred tax assets will be maintained until sufficient positive evidence related to sources of future taxable income exists to support a reversal of the valuation allowance. | ||
The Company recorded an income tax provision of $23 million for the 13-weeks ended September 27, 2014 compared with an income tax benefit of $6 million in the prior year period. The effective tax rate for the 13-weeks ended September 27, 2014 and September 28, 2013 of 159% and 40%, respectively, varied from the 35% federal statutory rate primarily due to an increase in the valuation allowance. During the 13-weeks ended September 27, 2014 and September 28, 2013, the valuation allowance increased $19 million and $4 million, respectively, as a result of increased deferred tax assets (net operating losses) not covered by future reversals of deferred tax liabilities. | ||
The Company recorded an income tax provision of $41 million for the 39-weeks ended September 27, 2014 compared with a $6 million income tax benefit in the prior year period. The effective tax rate for the 39-weeks ended September 27, 2014 and September 28, 2013 of 52% and 10%, respectively, varied from the 35% federal statutory rate primarily due to an increase in the valuation allowance. During the 39-weeks ended September 27, 2014 and September 28, 2013, the valuation allowance increased $66 million and $27 million, respectively, as a result of increased deferred tax assets (net operating losses) not covered by future reversals of deferred tax liabilities. | ||
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. The Company’s adoption of the tangible property regulations in the first quarter of 2014 had no impact on the Company’s financial position, results of operations or cash flows. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | |
Sep. 27, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ' | |
COMMITMENTS AND CONTINGENCIES | ' | |
15 | COMMITMENTS AND CONTINGENCIES | |
Purchase Commitments — The Company enters into purchase orders with vendors and other parties in the ordinary course of business. Additionally, we have a limited number of purchase contracts with certain vendors that require us to buy a predetermined volume of products, which are not recorded in the Consolidated Balance Sheets. As of September 27, 2014, the Company’s purchase orders and purchase contracts with vendors, all to be delivered in 2014, were $637 million. | ||
To minimize the Company’s fuel cost risk, we enter into forward purchase commitments for a portion of our projected diesel fuel requirements. At September 27, 2014, the Company had diesel fuel forward purchase commitments totaling $148 million through December 2015. The Company also enters into forward purchase agreements for procuring electricity. At September 27, 2014, the Company had electricity forward purchase commitments totaling $11 million through December 2015. The Company does not measure its forward purchase commitments for fuel and electricity at fair value as the amounts contracted for are used in its operations. | ||
Retention and Transaction Bonuses — As part of the Merger Agreement described in Note 1—Overview and Basis of Presentation, Proposed Acquisition by Sysco, the Company was given rights to offer retention and transaction bonuses to certain current employees that are integral to the successful completion of the transaction. The Company was approved to offer a maximum of $31.5 million and $10 million of retention bonuses and transaction bonuses, respectively. Additionally, the Company’s Chief Executive Officer (“CEO”) has agreed to reduce his continuation of base salary payments and bonus amounts by $3 million to be allocated at his discretion as bonuses to current employees (other than himself). The retention, transaction and other bonus payments are subject to consummation of the Acquisition and are payable on or after the transaction date. As of September 27, 2014, the Company has not and is not required to record a liability for these bonuses until the Acquisition is consummated. | ||
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 (See discussion of “Pricing Litigation”). 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 surpassed the threshold of $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. | ||
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 filed a writ of certiorari to the U.S. Supreme Court which was denied on April 29, 2014. | ||
On May 20, 2014, an agreement in principle was reached to settle the matter for $297 million which would release the Company from all claims from all participating class members in relation to these pricing practices. Also as described above, Ahold has indemnified the Company in regards to this matter and, as a consequence, payment of the settlement will be made by Ahold and will not impact the Company’s results of operations or cash flows. The settlement was preliminarily approved by the United States District Court of Connecticut on July 14, 2014 and is subject to final approval in late 2014 or early 2015. The settlement is also subject to potential reduction and/or termination based on the compensable sales volume attributable to class members that elect to opt out of the settlement. The Company has recorded a $297 million current liability and a corresponding $297 million indemnification receivable from Ahold in its September 27, 2014 Consolidated Balance Sheet to reflect the probable settlement of this matter. Based on the language in the proposed settlement agreement, public written statements of Ahold and the financial condition of Ahold, management believes that Ahold will satisfy its obligation under the indemnification agreement. | ||
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 parties engaged in good faith settlement negotiations during the fiscal third and fourth quarters of 2013. The negotiations reached an unexpected impasse and ceased in December 2013. The arbitration and related discovery were stayed pending settlement negotiations. The arbitrator ruled that the only contested issue is a legal question and has ordered the parties to submit cross motions for summary judgment. The parties must submit briefs by the end of October 2014. Thereafter, the arbitrator will issue an interim award. Discovery is stayed pending the arbitrator’s ruling. The Company believes it has meritorious defenses against the assessment for the additional pension withdrawal liability. 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. | ||
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 from 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 our financial condition or results of operations. We have recognized provisions with respect to the proceedings, where appropriate. These are reflected in the 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 its consolidated financial position, results of operations, or cash flows. Our policy is to expense attorney fees as incurred, except for those fees that are reimbursable under the above noted indemnification by Ahold. | ||
Insurance Recoveries—Tornado Loss—On April 28, 2014, a tornado damaged a distribution facility and its contents, including building improvements, equipment and inventory. In order to service customers, business from the damaged facility was reassigned to other Company distribution facilities. The Company has insurance coverage on the distribution facility and its contents, as well as business interruption insurance. The Company’s insurance policies provide for recoveries of the damaged property at replacement value and the damaged inventory at the greater of 1) expected selling price less unincurred selling costs or 2) cost plus 10%. Discussions are underway with the insurance carrier regarding the Company’s claims on the loss of the building and its contents, and the loss related to the business interruption. Anticipated insurance recoveries related to losses and incremental costs incurred are recognized when receipt is probable. Anticipated insurance recoveries in excess of net book value of the damaged property and inventory will not be recorded until all contingencies relating to the claim have been resolved. The timing of and amounts of ultimate insurance recoveries is not known at this time. | ||
As a result of the tornado damage, the Company recorded a tangible asset impairment charge of $3 million and a net charge to cost of goods sold of $14 million for damaged inventory. In addition, the Company has incurred costs of $2 million for the 39-weeks ended September 27, 2014, including debris removal and clean-up costs, subject to coverage under its insurance policies. At September 27, 2014, these charges are offset by $10 million of initial advance payments received from insurance carriers and a receivable for insurance recoveries of $9 million that the Company has deemed as probable of recovery. The Company has classified the $4 million of insurance recoveries related to the damaged distribution facility assets as cash flows from investing activities and the $6 million of insurance recoveries related to damaged inventory and other costs incurred as cash flows from operating activities in its consolidated statement of cash flows. | ||
In addition, the Company has incurred costs of $9 million for the 39-weeks ended September 27, 2014 subject to coverage under the business interruption portion of its insurance policy. |
GUARANTOR_AND_NONGUARANTOR_CON
GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 9 Months Ended | ||||||||||||||||||||
Sep. 27, 2014 | |||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' | ||||||||||||||||||||
GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ' | ||||||||||||||||||||
16 | GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ||||||||||||||||||||
The following consolidating schedules present unaudited condensed financial information of 1) the Company, and 2) certain of its subsidiaries (Guarantors) that guarantee certain Company obligations (the Senior Notes, 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 | |||||||||||||||||||||
27-Sep-14 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Accounts receivable-net | $ | 316,377 | $ | 35,175 | $ | 1,000,246 | $ | — | $ | 1,351,798 | |||||||||||
Inventories-net | 1,066,609 | 53,137 | — | — | 1,119,746 | ||||||||||||||||
Other current assets | 807,756 | 8,296 | 78,339 | — | 894,391 | ||||||||||||||||
Property and equipment-net | 913,887 | 90,361 | 731,370 | — | 1,735,618 | ||||||||||||||||
Goodwill | 3,835,477 | — | — | — | 3,835,477 | ||||||||||||||||
Other intangibles-net | 640,410 | — | — | — | 640,410 | ||||||||||||||||
Investments in subsidiaries | 1,366,404 | — | — | (1,366,404 | ) | — | |||||||||||||||
Intercompany receivables | — | 661,826 | — | (661,826 | ) | — | |||||||||||||||
Other assets | 56,270 | 10 | 31,717 | (23,200 | ) | 64,797 | |||||||||||||||
Total assets | $ | 9,003,190 | $ | 848,805 | $ | 1,841,672 | $ | (2,051,430 | ) | $ | 9,642,237 | ||||||||||
Accounts payable | $ | 1,335,936 | $ | 43,939 | $ | — | $ | — | $ | 1,379,875 | |||||||||||
Other current liabilities | 961,776 | 17,828 | 3,494 | — | 983,098 | ||||||||||||||||
Long-term debt | 3,573,769 | 31,902 | 1,158,391 | — | 4,764,062 | ||||||||||||||||
Intercompany payables | 599,022 | — | 62,804 | (661,826 | ) | — | |||||||||||||||
Other liabilities | 761,124 | — | 5,715 | (23,200 | ) | 743,639 | |||||||||||||||
Shareholder’s equity | 1,771,563 | 755,136 | 611,268 | (1,366,404 | ) | 1,771,563 | |||||||||||||||
Total liabilities and shareholder’s equity | $ | 9,003,190 | $ | 848,805 | $ | 1,841,672 | $ | (2,051,430 | ) | $ | 9,642,237 | ||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||||||
December 28, 2013 | |||||||||||||||||||||
(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—net | 881,110 | 88,150 | 779,235 | — | 1,748,495 | ||||||||||||||||
Goodwill | 3,835,477 | — | — | — | 3,835,477 | ||||||||||||||||
Other intangibles—net | 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 Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
13-Weeks Ended September 27, 2014 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 5,757,603 | $ | 153,887 | $ | 23,749 | $ | (23,749 | ) | $ | 5,911,490 | ||||||||||
Cost of goods sold | 4,827,173 | 123,488 | — | — | 4,950,661 | ||||||||||||||||
Gross profit | 930,430 | 30,399 | 23,749 | (23,749 | ) | 960,829 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and administrative | 897,438 | 23,991 | 10,935 | (28,746 | ) | 903,618 | |||||||||||||||
Restructuring and tangible asset impairment charges | 22 | — | — | — | 22 | ||||||||||||||||
Total operating expenses | 897,460 | 23,991 | 10,935 | (28,746 | ) | 903,640 | |||||||||||||||
Operating income | 32,970 | 6,408 | 12,814 | 4,997 | 57,189 | ||||||||||||||||
Interest expense—net | 59,965 | 449 | 11,018 | — | 71,432 | ||||||||||||||||
Other expense (income)—net | 27,758 | (4,997 | ) | (27,758 | ) | 4,997 | — | ||||||||||||||
Income (loss) before income taxes | (54,753 | ) | 10,956 | 29,554 | — | (14,243 | ) | ||||||||||||||
Income tax provision (benefit) | 14,441 | — | 8,187 | — | 22,628 | ||||||||||||||||
Equity in earnings of subsidiaries | 32,323 | — | — | (32,323 | ) | — | |||||||||||||||
Net income (loss) | (36,871 | ) | 10,956 | 21,367 | (32,323 | ) | (36,871 | ) | |||||||||||||
Other comprehensive income (loss) | (172 | ) | — | — | — | (172 | ) | ||||||||||||||
Comprehensive income (loss) | $ | (37,043 | ) | $ | 10,956 | $ | 21,367 | $ | (32,323 | ) | $ | (37,043 | ) | ||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
13-Weeks Ended September 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 5,546,482 | $ | 140,230 | $ | 23,176 | $ | (23,176 | ) | $ | 5,686,712 | ||||||||||
Cost of goods sold | 4,605,544 | 110,709 | — | — | 4,716,253 | ||||||||||||||||
Gross profit | 940,938 | 29,521 | 23,176 | (23,176 | ) | 970,459 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and administrative | 868,576 | 23,646 | 15,420 | (27,524 | ) | 880,118 | |||||||||||||||
Restructuring and tangible asset impairment charges | 1,482 | — | — | — | 1,482 | ||||||||||||||||
Total operating expenses | 870,058 | 23,646 | 15,420 | (27,524 | ) | 881,600 | |||||||||||||||
Operating income | 70,880 | 5,875 | 7,756 | 4,348 | 88,859 | ||||||||||||||||
Interest expense — net | 61,561 | 199 | 11,018 | — | 72,778 | ||||||||||||||||
Other expense (income) — net | 26,867 | (4,348 | ) | (26,867 | ) | 4,348 | — | ||||||||||||||
Income (loss) before income taxes | (17,548 | ) | 10,024 | 23,605 | — | 16,081 | |||||||||||||||
Income tax provision (benefit) | (14,108 | ) | — | 7,750 | — | (6,358 | ) | ||||||||||||||
Equity in earnings of subsidiaries | 25,879 | — | — | (25,879 | ) | — | |||||||||||||||
Net income (loss) | 22,439 | 10,024 | 15,855 | (25,879 | ) | 22,439 | |||||||||||||||
Other comprehensive income (loss) | 3,445 | — | — | — | 3,445 | ||||||||||||||||
Comprehensive income (loss) | $ | 25,884 | $ | 10,024 | $ | 15,855 | $ | (25,879 | ) | $ | 25,884 | ||||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
39-Weeks Ended September 27, 2014 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 16,807,339 | $ | 458,730 | $ | 71,813 | $ | (71,813 | ) | $ | 17,266,069 | ||||||||||
Cost of goods sold | 14,080,902 | 365,404 | — | — | 14,446,306 | ||||||||||||||||
Gross profit | 2,726,437 | 93,326 | 71,813 | (71,813 | ) | 2,819,763 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and administrative | 2,659,179 | 71,523 | 36,887 | (86,373 | ) | 2,681,216 | |||||||||||||||
Restructuring and tangible asset impairment charges | (160 | ) | — | 80 | — | (80 | ) | ||||||||||||||
Total operating expenses | 2,659,019 | 71,523 | 36,967 | (86,373 | ) | 2,681,136 | |||||||||||||||
Operating income | 67,418 | 21,803 | 34,846 | 14,560 | 138,627 | ||||||||||||||||
Interest expense—net | 182,812 | 1,220 | 34,204 | — | 218,236 | ||||||||||||||||
Other expense (income)—net | 81,328 | (14,560 | ) | (81,328 | ) | 14,560 | — | ||||||||||||||
Income (loss) before income taxes | (196,722 | ) | 35,143 | 81,970 | — | (79,609 | ) | ||||||||||||||
Income tax provision (benefit) | 17,565 | — | 23,586 | — | 41,151 | ||||||||||||||||
Equity in earnings of subsidiaries | 93,527 | — | — | (93,527 | ) | — | |||||||||||||||
Net income (loss) | (120,760 | ) | 35,143 | 58,384 | (93,527 | ) | (120,760 | ) | |||||||||||||
Other comprehensive income (loss) | 1,869 | — | — | — | 1,869 | ||||||||||||||||
Comprehensive income (loss) | $ | (118,891 | ) | $ | 35,143 | $ | 58,384 | $ | (93,527 | ) | $ | (118,891 | ) | ||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
39-Weeks Ended September 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 16,326,932 | $ | 423,450 | $ | 70,194 | $ | (70,194 | ) | $ | 16,750,382 | ||||||||||
Cost of goods sold | 13,562,912 | 336,057 | — | — | 13,898,969 | ||||||||||||||||
Gross profit | 2,764,020 | 87,393 | 70,194 | (70,194 | ) | 2,851,413 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and administrative | 2,602,661 | 69,907 | 44,970 | (83,603 | ) | 2,633,935 | |||||||||||||||
Restructuring and tangible asset impairment charges | 3,660 | — | 1,390 | — | 5,050 | ||||||||||||||||
Total operating expenses | 2,606,321 | 69,907 | 46,360 | (83,603 | ) | 2,638,985 | |||||||||||||||
Operating income | 157,699 | 17,486 | 23,834 | 13,409 | 212,428 | ||||||||||||||||
Interest expense — net | 199,200 | 501 | 33,425 | — | 233,126 | ||||||||||||||||
Loss on extinguishment of debt | 41,796 | — | — | — | 41,796 | ||||||||||||||||
Other expense (income) — net | 81,715 | (13,409 | ) | (81,715 | ) | 13,409 | — | ||||||||||||||
Income (loss) before income taxes | (165,012 | ) | 30,394 | 72,124 | — | (62,494 | ) | ||||||||||||||
Income tax provision (benefit) | (29,769 | ) | — | 23,536 | — | (6,233 | ) | ||||||||||||||
Equity in earnings of subsidiaries | 78,982 | — | — | (78,982 | ) | — | |||||||||||||||
Net income (loss) | (56,261 | ) | 30,394 | 48,588 | (78,982 | ) | (56,261 | ) | |||||||||||||
Other comprehensive income (loss) | 11,504 | — | — | — | 11,504 | ||||||||||||||||
Comprehensive income (loss) | $ | (44,757 | ) | $ | 30,394 | $ | 48,588 | $ | (78,982 | ) | $ | (44,757 | ) | ||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||||||
39-Weeks Ended September 27, 2014 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 272,905 | $ | 10,978 | $ | 19,648 | $ | 303,531 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Proceeds from sales of property and equipment | 7,934 | — | 11,666 | 19,600 | |||||||||||||||||
Purchases of property and equipment | (98,631 | ) | (6,845 | ) | (21 | ) | (105,497 | ) | |||||||||||||
Insurance recovery | 4,000 | — | — | 4,000 | |||||||||||||||||
Net cash provided by (used in) investing activities | (86,697 | ) | (6,845 | ) | 11,645 | (81,897 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt borrowings | 898,410 | — | 40 | 898,450 | |||||||||||||||||
Payment for debt financing costs | — | — | (421 | ) | (421 | ) | |||||||||||||||
Principal payments on debt and capital leases | (950,505 | ) | (3,612 | ) | (40 | ) | (954,157 | ) | |||||||||||||
Capital contributions (distributions) | 30,872 | — | (30,872 | ) | — | ||||||||||||||||
Proceeds from parent company common stock sales | 197 | — | — | 197 | |||||||||||||||||
Parent company common stock repurchased | (603 | ) | — | — | (603 | ) | |||||||||||||||
Net cash provided by (used in) financing activities | (21,629 | ) | (3,612 | ) | (31,293 | ) | (56,534 | ) | |||||||||||||
Net increase in cash and cash equivalents | 164,579 | 521 | — | 165,100 | |||||||||||||||||
Cash and cash equivalents—beginning of period | 178,872 | 872 | — | 179,744 | |||||||||||||||||
Cash and cash equivalents—end of period | $ | 343,451 | $ | 1,393 | $ | — | $ | 344,844 | |||||||||||||
Condensed Consolidating Statement of Cash Flows (Unaudited) | |||||||||||||||||||||
39-Weeks Ended September 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 88,417 | $ | 5,958 | $ | 19,976 | $ | 114,351 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Proceeds from sales of property and equipment | 6,033 | — | 6,987 | 13,020 | |||||||||||||||||
Purchases of property and equipment | (128,058 | ) | (5,089 | ) | — | (133,147 | ) | ||||||||||||||
Net cash provided by (used in) investing activities | (122,025 | ) | (5,089 | ) | 6,987 | (120,127 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt refinancing | 854,485 | — | 854,485 | ||||||||||||||||||
Proceeds from other borrowings | 1,303,000 | — | — | 1,303,000 | |||||||||||||||||
Payment for debt financing costs | (29,376 | ) | — | — | (29,376 | ) | |||||||||||||||
Principal payments on debt and capital leases | (1,846,286 | ) | (1,391 | ) | — | (1,847,677 | ) | ||||||||||||||
Repurchase of senior subordinated notes | (375,144 | ) | — | — | (375,144 | ) | |||||||||||||||
Capital contributions (distributions) | 26,963 | — | (26,963 | ) | — | ||||||||||||||||
Proceeds from parent company common stock sales | 475 | — | — | 475 | |||||||||||||||||
Parent company common stock repurchased | (5,250 | ) | — | — | (5,250 | ) | |||||||||||||||
Net cash provided by (used in) financing activities | (71,133 | ) | (1,391 | ) | (26,963 | ) | (99,487 | ) | |||||||||||||
Net decrease in cash and cash equivalents | (104,741 | ) | (522 | ) | — | (105,263 | ) | ||||||||||||||
Cash and cash equivalents — beginning of period | 240,902 | 1,555 | — | 242,457 | |||||||||||||||||
Cash and cash equivalents — end of period | $ | 136,161 | $ | 1,033 | $ | — | $ | 137,194 | |||||||||||||
BUSINESS_SEGMENT_INFORMATION
BUSINESS SEGMENT INFORMATION | 9 Months Ended | ||||||||||||||||
Sep. 27, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
BUSINESS SEGMENT INFORMATION | ' | ||||||||||||||||
17 | BUSINESS SEGMENT INFORMATION | ||||||||||||||||
The Company operates in one business segment based on how the Chief Operating Decision Maker (“CODM”)—the CEO—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 activities 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 and 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 and category management functions; company rebranding; cash & carry retail store strategy; and implementation and process and system redesign related to the Company’s sales model. | |||||||||||||||||
The aforementioned items are specified as items to add to EBITDA in arriving at Adjusted EBITDA per the Company’s debt agreements and, accordingly, our management includes such adjustments when assessing the operating performance of the business. | |||||||||||||||||
The following is a quantitative reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is Net income (loss) for the periods indicated (in thousands): | |||||||||||||||||
13-Weeks Ended | 39-Weeks Ended | ||||||||||||||||
September 27, | September 28, | September 27, | September 28, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Adjusted EBITDA | $ | 219,572 | $ | 216,619 | $ | 626,166 | $ | 599,201 | |||||||||
Adjustments: | |||||||||||||||||
Sponsor fees (1) | (2,514 | ) | (2,606 | ) | (7,911 | ) | (7,771 | ) | |||||||||
Restructuring and tangible asset impairment charges (2) | (22 | ) | (1,482 | ) | 80 | (5,050 | ) | ||||||||||
Share-based compensation expense (3) | (2,975 | ) | (3,887 | ) | (9,173 | ) | (9,784 | ) | |||||||||
LIFO reserve change (4) | (20,567 | ) | 837 | (69,245 | ) | (6,526 | ) | ||||||||||
Loss on extinguishment of debt (5) | — | — | — | (41,796 | ) | ||||||||||||
Business transformation costs (6) | (13,776 | ) | (15,156 | ) | (40,439 | ) | (43,700 | ) | |||||||||
Sysco merger costs (7) | (7,315 | ) | — | (27,037 | ) | — | |||||||||||
Other (8) | (10,205 | ) | (9,211 | ) | (23,756 | ) | (26,675 | ) | |||||||||
EBITDA | 162,198 | 185,114 | 448,685 | 457,899 | |||||||||||||
Interest expense, net | (71,432 | ) | (72,778 | ) | (218,236 | ) | (233,126 | ) | |||||||||
Income tax (provision) benefit | (22,628 | ) | 6,358 | (41,151 | ) | 6,233 | |||||||||||
Depreciation and amortization expense | (105,009 | ) | (96,255 | ) | (310,058 | ) | (287,267 | ) | |||||||||
Net income (loss) | $ | (36,871 | ) | $ | 22,439 | $ | (120,760 | ) | $ | (56,261 | ) | ||||||
-1 | Consists of management fees paid to the Sponsors. | ||||||||||||||||
-2 | Primarily consists of facility closing, severance and related costs and tangible asset impairment charges. | ||||||||||||||||
-3 | Share-based compensation expense represents costs recorded for vesting of USF Holding Corp. stock option awards, restricted stock and restricted stock units. | ||||||||||||||||
-4 | Consists of changes in the LIFO reserve. | ||||||||||||||||
-5 | Includes fees paid to debt holders, third party costs, early redemption premium, and the write off of old debt facility unamortized debt issuance costs. See Note 9—Debt for a further description of 2013 debt refinancing transactions. | ||||||||||||||||
-6 | Consists primarily of costs related to functionalization and significant process and systems redesign. | ||||||||||||||||
-7 | Consists of direct and incremental costs related to the Acquisition. | ||||||||||||||||
-8 | Other includes gains, losses or charges as specified under the Company’s debt agreements. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 27, 2014 | |
Accounting Policies [Abstract] | ' |
Use of Estimates | ' |
Use of Estimates — The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated financial statements and notes thereto. Actual results could differ from these estimates. The most critical estimates used in the preparation of the Company’s consolidated financial statements pertain to the valuation of goodwill and other intangible assets, property and equipment, vendor consideration, self-insurance programs, and income taxes. | |
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. 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 method “links” current costs to original costs in the base year when the Company adopted LIFO. At September 27, 2014, and December 28, 2013, the LIFO balance sheet reserves were $217 million and $148 million, respectively. As a result of changes in LIFO reserves, Cost of goods sold increased $21 million and decreased $1 million in the 13-week periods ended September 27, 2014 and September 28, 2013, respectively, and increased $69 million and $7 million in the 39-weeks ended September 27, 2014 and September 28, 2013, 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. At September 27, 2014 and December 28, 2013, Property and equipment-net included accumulated depreciation of $1,259 million and $1,093 million, respectively. Depreciation expense was $67 million and $59 million for the 13-weeks ended September 27, 2014 and September 28, 2013, respectively, and $197 million and $176 million for the 39-weeks ended September 27, 2014 and September 28, 2013, respectively. | |
Property and equipment held and used by the Company are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. For purposes of evaluating the recoverability of property and equipment, the Company compares the carrying value of the asset or asset group to the estimated, undiscounted future cash flows expected to be generated by the long-lived asset or asset group. If the future cash flows included in a long-lived asset recoverability test do not exceed the carrying value, the carrying value is compared to the fair value of such asset. If the carrying value exceeds the fair value, an impairment charge is recorded for the excess. | |
The Company also assesses the recoverability of its closed facilities actively marketed for sale. If a facility’s carrying value exceeds its fair value, less an estimated cost to sell, an impairment charge is recorded for the excess. Assets held for sale are not depreciated. | |
Impairments are recorded as a component of Restructuring and tangible asset impairment charges in the Consolidated Statements of Comprehensive Income (Loss), as well as in a reduction of the assets’ carrying value in the Consolidated Balance Sheets. See Note 10—Restructuring and Tangible Asset Impairment Charges for a discussion of 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 year’s third quarter. For other intangible assets with finite lives, we assess for impairment only if events occur that indicate that the carrying amount of an asset may not be recoverable. All goodwill is assigned to the consolidated Company as the reporting unit. | |
Business Acquisitions | ' |
Business Acquisitions — The Company accounts for business acquisitions under the acquisition method, in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition. The operating results of the acquired companies are included in the Company’s consolidated financial statements from the date of acquisition. Acquisitions—individually and in the aggregate—did not materially affect the Company’s results of operations or financial position for any period presented. The fourth quarter 2013 acquisition has been integrated into the Company’s foodservice distribution network. There were no business acquisitions in 2014. | |
Certain prior year acquisitions involve contingent consideration in the event certain operating results are achieved over periods of up to two years. As of September 27, 2014 and December 28, 2013, the Company has accrued $2 million of contingent consideration relating to acquisitions. | |
Variable Interest Entity | ' |
Variable Interest Entity —In April 2014, the Company entered into a sublease and subsequent purchase of a distribution facility. Under the agreement, the facility will be purchased in May 2018, commensurate with the sublease termination date. The distribution facility is the only asset owned by an investment trust, the landlord to the original lease. The Company has determined the trust is a variable interest entity (“VIE”) for which it is the primary beneficiary. | |
However, after exhaustive efforts, the Company was unable to obtain the information necessary to include the accounts and activities of the trust in its consolidated financial statements. As such, the Company has opted to invoke the scope exception available under VIE accounting guidance and will not consolidate the VIE in its financial statements. Since the Company will not be able to consolidate the trust under VIE guidance, applicable lease guidance has been applied to the transaction itself. The Company has concluded that the sublease and purchase agreements, together, qualify for capital lease treatment. Accordingly, the Company recorded a capital asset and related lease and purchase obligation totaling $27 million. This amount approximates the net present value of the purchase price and sublease commitment. In addition, the Company will depreciate the asset balance over its estimated useful life and reduce the capital lease and purchase obligation as payments are made. | |
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 recognizes compensation expense over the service period for stock-based awards expected to vest. USF Holding Corp. contributes shares to the Company for employee stock purchases and upon exercise of options or grants of restricted stock and restricted stock units. | |
Revenue Recognition | ' |
Revenue Recognition — The Company recognizes revenue from the sale of product when 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 necessary to bring the products to the Company’s distribution facilities. Cost of goods sold excludes depreciation and amortization —as the Company acquires its inventories generally in a complete and salable state— and excludes warehousing related costs which are presented 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. See Inventories section above for discussion of LIFO impact on Cost of goods sold. | |
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 in 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 the evaluation of new information not previously available. These differences are reflected as increases or decreases to Income tax provision (benefit) in the period in which they are determined. |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 27, 2014 | |||||||||||||||||
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 September 27, 2014 and December 28, 2013, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows (in thousands): | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Recurring fair value measurements: | |||||||||||||||||
Money market funds | $ | 228,200 | $ | — | $ | — | $ | 228,200 | |||||||||
Balance at September 27, 2014 | $ | 228,200 | $ | — | $ | — | $ | 228,200 | |||||||||
Recurring fair value measurements: | |||||||||||||||||
Money market funds | $ | 64,100 | $ | — | $ | — | $ | 64,100 | |||||||||
Balance at December 28, 2013 | $ | 64,100 | $ | — | $ | — | $ | 64,100 | |||||||||
Nonrecurring fair value measurements: | |||||||||||||||||
Assets held for sale | $ | — | $ | — | $ | 4,800 | $ | 4,800 | |||||||||
Balance at September 27, 2014 | $ | — | $ | — | $ | 4,800 | $ | 4,800 | |||||||||
Nonrecurring fair value measurements: | |||||||||||||||||
Assets held for sale | $ | — | $ | — | $ | 10,930 | $ | 10,930 | |||||||||
Balance at December 28, 2013 | $ | — | $ | — | $ | 10,930 | $ | 10,930 | |||||||||
GOODWILL_AND_OTHER_INTANGIBLES1
GOODWILL AND OTHER INTANGIBLES (Tables) | 9 Months Ended | ||||||||
Sep. 27, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Schedule of Goodwill and Other Intangibles, Net | ' | ||||||||
Goodwill and Other intangibles, net, consisted of the following (in thousands): | |||||||||
September 27, | December 28, | ||||||||
2014 | 2013 | ||||||||
Goodwill | $ | 3,835,477 | $ | 3,835,477 | |||||
Other intangibles — net | |||||||||
Customer relationships — amortizable: | |||||||||
Gross carrying amount | $ | 1,376,094 | $ | 1,377,663 | |||||
Accumulated amortization | (989,137 | ) | (877,396 | ) | |||||
Net carrying value | 386,957 | 500,267 | |||||||
Noncompete agreement — amortizable: | |||||||||
Gross carrying amount | 800 | 800 | |||||||
Accumulated amortization | (147 | ) | (27 | ) | |||||
Net carrying value | 653 | 773 | |||||||
Brand names and trademarks — not amortizing | 252,800 | 252,800 | |||||||
Total Other intangibles — net | $ | 640,410 | $ | 753,840 | |||||
ASSETS_HELD_FOR_SALE_Tables
ASSETS HELD FOR SALE (Tables) | 9 Months Ended | ||||
Sep. 27, 2014 | |||||
Text Block [Abstract] | ' | ||||
Schedule of Change in Assets Held for Sale | ' | ||||
The change in Assets held for sale for the 39-weeks ended September 27, 2014 was as follows (in thousands): | |||||
Balance at beginning of period | $ | 14,554 | |||
Transfers in | 6,569 | ||||
Assets sold | (11,033 | ) | |||
Tangible asset impairment charges | (1,580 | ) | |||
Balance at end of the period | $ | 8,510 | |||
DEBT_Tables
DEBT (Tables) | 9 Months Ended | ||||||||||||||
Sep. 27, 2014 | |||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||
Components of Debt | ' | ||||||||||||||
The Company’s debt consisted of the following (dollars in thousands): | |||||||||||||||
Debt Description | Contractual | Interest Rate at | September 27, | December 28, | |||||||||||
Maturity | September 27, | 2014 | 2013 | ||||||||||||
2014 | |||||||||||||||
ABL Facility | May 11, 2016 | — | $ | — | $ | 20,000 | |||||||||
2012 ABS Facility | May 11, 2016 | 1.2 | % | 686,000 | 686,000 | ||||||||||
Amended 2011 Term Loan | March 31, 2019 | 4.5 | 2,079,000 | 2,094,750 | |||||||||||
Senior Notes | 30-Jun-19 | 8.5 | 1,350,000 | 1,350,000 | |||||||||||
CMBS Fixed Facility | 1-Aug-17 | 6.38 | 472,391 | 472,391 | |||||||||||
Obligations under capital leases | 2018–2025 | 3.34 - 6.25 | 195,299 | 116,662 | |||||||||||
Other debt | 2018–2031 | 5.75 - 9.00 | 11,881 | 12,359 | |||||||||||
Total debt | 4,794,571 | 4,752,162 | |||||||||||||
Add unamortized premium | 15,814 | 18,311 | |||||||||||||
Less current portion of long-term debt | (46,323 | ) | (35,225 | ) | |||||||||||
Long-term debt | $ | 4,764,062 | $ | 4,735,248 | |||||||||||
RESTRUCTURING_AND_TANGIBLE_ASS1
RESTRUCTURING AND TANGIBLE ASSET IMPAIRMENT CHARGES (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 27, 2014 | |||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||||||
Summary of Restructuring Charges | ' | ||||||||||||||||
A summary of the restructuring charges during the 13-weeks and the 39-weeks ended September 27, 2014 and September 28, 2013 was as follows (in thousands): | |||||||||||||||||
13-Weeks Ended | 39-Weeks Ended | ||||||||||||||||
September 27, | September 28, | September 27, | September 28, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Severance and related costs | $ | — | $ | 1,176 | $ | (502 | ) | $ | 3,335 | ||||||||
Facility closing costs | 22 | 306 | (1,158 | ) | (145 | ) | |||||||||||
Tangible asset impairment charges | — | — | 1,580 | 1,860 | |||||||||||||
Total | $ | 22 | $ | 1,482 | $ | (80 | ) | $ | 5,050 | ||||||||
Summary of Changes in Restructuring Liabilities | ' | ||||||||||||||||
The following table summarizes the changes in the restructuring liabilities for the 39-weeks ended September 27, 2014 (in thousands): | |||||||||||||||||
Severance | Facility | ||||||||||||||||
and Related | Closing | ||||||||||||||||
Costs | Costs | Total | |||||||||||||||
Balance at December 28, 2013 | $ | 69,072 | $ | 2,146 | $ | 71,218 | |||||||||||
Current period charges | 82 | — | 82 | ||||||||||||||
Change in estimate | (584 | ) | (1,158 | ) | (1,742 | ) | |||||||||||
Payments and usage — net of accretion | (9,860 | ) | (511 | ) | (10,371 | ) | |||||||||||
Balance at September 27, 2014 | $ | 58,710 | $ | 477 | $ | 59,187 | |||||||||||
RETIREMENT_PLANS_Tables
RETIREMENT PLANS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 27, 2014 | |||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||||||
Components of Net Pension and Other Post Retirement Benefit Costs | ' | ||||||||||||||||
The components of net pension and other post retirement benefit costs for Company sponsored defined benefit plans for the periods presented were as follows (in thousands): | |||||||||||||||||
13-Weeks Ended | |||||||||||||||||
Pension Benefits | Other Postretirement Plans | ||||||||||||||||
September 27, | September 28, | September 27, | September 28, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Service cost | $ | 6,830 | $ | 8,357 | $ | 19 | $ | 39 | |||||||||
Interest cost | 9,324 | 8,485 | 80 | 107 | |||||||||||||
Expected return on plan assets | (11,849 | ) | (10,538 | ) | — | — | |||||||||||
Amortization of prior service cost (credit) | 50 | 50 | (84 | )(1) | — | ||||||||||||
Amortization of net loss (gain) | 574 | 3,387 | (18 | )(1) | 27 | ||||||||||||
Settlements | 500 | — | — | — | |||||||||||||
Net periodic benefit costs (credits) | $ | 5,429 | $ | 9,741 | $ | (3 | ) | $ | 173 | ||||||||
39-Weeks Ended | |||||||||||||||||
Pension Benefits | Other Postretirement Plans | ||||||||||||||||
September 27, | September 28, | September 27, | September 28, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Service cost | $ | 20,490 | $ | 24,417 | $ | 59 | $ | 116 | |||||||||
Interest cost | 27,974 | 25,221 | 239 | 323 | |||||||||||||
Expected return on plan assets | (35,547 | ) | (31,501 | ) | — | — | |||||||||||
Amortization of prior service cost (credit) | 149 | 149 | (251 | )(1) | — | ||||||||||||
Amortization of net loss (gain) | 1,721 | 9,902 | (56 | )(1) | 83 | ||||||||||||
Settlements | 1,500 | — | — | — | |||||||||||||
Net periodic benefit costs (credits) | $ | 16,287 | $ | 28,188 | $ | (9 | ) | $ | 522 | ||||||||
-1 | The Amortization of prior service cost (credit) and Amortization of net loss (gain) reflect prospective participant eligibility changes pursuant to a renegotiated agreement for a post retirement medical plan finalized in the first quarter of 2014. |
CHANGES_IN_ACCUMULATED_OTHER_C1
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 27, 2014 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||||||||
The following table presents changes in Accumulated other comprehensive income (loss) by component for the periods presented as follows (in thousands): | |||||||||||||||||
13-Weeks Ended | 39-Weeks Ended | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | September 27, | September 28, | September 27, | September 28, | |||||||||||||
Components | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Defined benefit retirement plans: | |||||||||||||||||
Balance at beginning of period (1) | $ | (638 | ) | $ | (118,125 | ) | $ | (2,679 | ) | $ | (125,642 | ) | |||||
Other comprehensive income (loss) before reclassifications | — | — | — | — | |||||||||||||
Amortization of prior service (credit) cost (2) | (34 | ) | 50 | (102 | ) | 149 | |||||||||||
Amortization of net loss (2) | 556 | 3,414 | 1,665 | 9,985 | |||||||||||||
Settlements(2) | 500 | — | 1,500 | — | |||||||||||||
Total before income tax (3) | 1,022 | 3,464 | 3,063 | 10,134 | |||||||||||||
Income tax provision (benefit) | 1,194 | 19 | 1,194 | (828 | ) | ||||||||||||
Current period comprehensive income (loss), net of tax | (172 | ) | 3,445 | 1,869 | 10,962 | ||||||||||||
Balance at end of period (1) | $ | (810 | ) | $ | (114,680 | ) | $ | (810 | ) | $ | (114,680 | ) | |||||
Interest rate swap derivative cash flow hedge (4): | |||||||||||||||||
Balance at beginning of period (1) | $ | — | $ | — | $ | — | $ | (542 | ) | ||||||||
Other comprehensive income (loss) before reclassifications | — | — | — | (653 | ) | ||||||||||||
Amounts reclassified from Other comprehensive income (loss) (5) | — | — | — | 2,042 | |||||||||||||
Total before income tax | — | — | — | 1,389 | |||||||||||||
Income tax provision (benefit) | — | — | — | 847 | |||||||||||||
Current period comprehensive income (loss), net of tax | — | — | — | 542 | |||||||||||||
Balance at end of period (1) | $ | — | $ | — | $ | — | $ | — | |||||||||
Accumulated Other Comprehensive Income (Loss) end of period (1) | $ | (810 | ) | $ | (114,680 | ) | $ | (810 | ) | $ | (114,680 | ) | |||||
-1 | Amounts are presented net of tax. | ||||||||||||||||
-2 | Included in the computation of Net periodic benefit costs. See Note 12—Retirement Plans for additional information. | ||||||||||||||||
-3 | Included in Distribution, selling and administration expenses in the Consolidated Statements of Comprehensive Income (Loss). | ||||||||||||||||
-4 | The interest rate swap derivative expired in January 2013. | ||||||||||||||||
-5 | Included in Interest expense–net in the Consolidated Statements of Comprehensive Income (Loss). |
GUARANTOR_AND_NONGUARANTOR_CON1
GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 27, 2014 | |||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' | ||||||||||||||||||||
Schedule of Condensed Consolidating Balance Sheet | ' | ||||||||||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||||||
27-Sep-14 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Accounts receivable-net | $ | 316,377 | $ | 35,175 | $ | 1,000,246 | $ | — | $ | 1,351,798 | |||||||||||
Inventories-net | 1,066,609 | 53,137 | — | — | 1,119,746 | ||||||||||||||||
Other current assets | 807,756 | 8,296 | 78,339 | — | 894,391 | ||||||||||||||||
Property and equipment-net | 913,887 | 90,361 | 731,370 | — | 1,735,618 | ||||||||||||||||
Goodwill | 3,835,477 | — | — | — | 3,835,477 | ||||||||||||||||
Other intangibles-net | 640,410 | — | — | — | 640,410 | ||||||||||||||||
Investments in subsidiaries | 1,366,404 | — | — | (1,366,404 | ) | — | |||||||||||||||
Intercompany receivables | — | 661,826 | — | (661,826 | ) | — | |||||||||||||||
Other assets | 56,270 | 10 | 31,717 | (23,200 | ) | 64,797 | |||||||||||||||
Total assets | $ | 9,003,190 | $ | 848,805 | $ | 1,841,672 | $ | (2,051,430 | ) | $ | 9,642,237 | ||||||||||
Accounts payable | $ | 1,335,936 | $ | 43,939 | $ | — | $ | — | $ | 1,379,875 | |||||||||||
Other current liabilities | 961,776 | 17,828 | 3,494 | — | 983,098 | ||||||||||||||||
Long-term debt | 3,573,769 | 31,902 | 1,158,391 | — | 4,764,062 | ||||||||||||||||
Intercompany payables | 599,022 | — | 62,804 | (661,826 | ) | — | |||||||||||||||
Other liabilities | 761,124 | — | 5,715 | (23,200 | ) | 743,639 | |||||||||||||||
Shareholder’s equity | 1,771,563 | 755,136 | 611,268 | (1,366,404 | ) | 1,771,563 | |||||||||||||||
Total liabilities and shareholder’s equity | $ | 9,003,190 | $ | 848,805 | $ | 1,841,672 | $ | (2,051,430 | ) | $ | 9,642,237 | ||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||||||
December 28, 2013 | |||||||||||||||||||||
(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—net | 881,110 | 88,150 | 779,235 | — | 1,748,495 | ||||||||||||||||
Goodwill | 3,835,477 | — | — | — | 3,835,477 | ||||||||||||||||
Other intangibles—net | 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 | ||||||||||
Schedule of Condensed Consolidating Statement of Comprehensive Income (Loss) | ' | ||||||||||||||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
13-Weeks Ended September 27, 2014 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 5,757,603 | $ | 153,887 | $ | 23,749 | $ | (23,749 | ) | $ | 5,911,490 | ||||||||||
Cost of goods sold | 4,827,173 | 123,488 | — | — | 4,950,661 | ||||||||||||||||
Gross profit | 930,430 | 30,399 | 23,749 | (23,749 | ) | 960,829 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and administrative | 897,438 | 23,991 | 10,935 | (28,746 | ) | 903,618 | |||||||||||||||
Restructuring and tangible asset impairment charges | 22 | — | — | — | 22 | ||||||||||||||||
Total operating expenses | 897,460 | 23,991 | 10,935 | (28,746 | ) | 903,640 | |||||||||||||||
Operating income | 32,970 | 6,408 | 12,814 | 4,997 | 57,189 | ||||||||||||||||
Interest expense—net | 59,965 | 449 | 11,018 | — | 71,432 | ||||||||||||||||
Other expense (income)—net | 27,758 | (4,997 | ) | (27,758 | ) | 4,997 | — | ||||||||||||||
Income (loss) before income taxes | (54,753 | ) | 10,956 | 29,554 | — | (14,243 | ) | ||||||||||||||
Income tax provision (benefit) | 14,441 | — | 8,187 | — | 22,628 | ||||||||||||||||
Equity in earnings of subsidiaries | 32,323 | — | — | (32,323 | ) | — | |||||||||||||||
Net income (loss) | (36,871 | ) | 10,956 | 21,367 | (32,323 | ) | (36,871 | ) | |||||||||||||
Other comprehensive income (loss) | (172 | ) | — | — | — | (172 | ) | ||||||||||||||
Comprehensive income (loss) | $ | (37,043 | ) | $ | 10,956 | $ | 21,367 | $ | (32,323 | ) | $ | (37,043 | ) | ||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
13-Weeks Ended September 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 5,546,482 | $ | 140,230 | $ | 23,176 | $ | (23,176 | ) | $ | 5,686,712 | ||||||||||
Cost of goods sold | 4,605,544 | 110,709 | — | — | 4,716,253 | ||||||||||||||||
Gross profit | 940,938 | 29,521 | 23,176 | (23,176 | ) | 970,459 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and administrative | 868,576 | 23,646 | 15,420 | (27,524 | ) | 880,118 | |||||||||||||||
Restructuring and tangible asset impairment charges | 1,482 | — | — | — | 1,482 | ||||||||||||||||
Total operating expenses | 870,058 | 23,646 | 15,420 | (27,524 | ) | 881,600 | |||||||||||||||
Operating income | 70,880 | 5,875 | 7,756 | 4,348 | 88,859 | ||||||||||||||||
Interest expense — net | 61,561 | 199 | 11,018 | — | 72,778 | ||||||||||||||||
Other expense (income) — net | 26,867 | (4,348 | ) | (26,867 | ) | 4,348 | — | ||||||||||||||
Income (loss) before income taxes | (17,548 | ) | 10,024 | 23,605 | — | 16,081 | |||||||||||||||
Income tax provision (benefit) | (14,108 | ) | — | 7,750 | — | (6,358 | ) | ||||||||||||||
Equity in earnings of subsidiaries | 25,879 | — | — | (25,879 | ) | — | |||||||||||||||
Net income (loss) | 22,439 | 10,024 | 15,855 | (25,879 | ) | 22,439 | |||||||||||||||
Other comprehensive income (loss) | 3,445 | — | — | — | 3,445 | ||||||||||||||||
Comprehensive income (loss) | $ | 25,884 | $ | 10,024 | $ | 15,855 | $ | (25,879 | ) | $ | 25,884 | ||||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
39-Weeks Ended September 27, 2014 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 16,807,339 | $ | 458,730 | $ | 71,813 | $ | (71,813 | ) | $ | 17,266,069 | ||||||||||
Cost of goods sold | 14,080,902 | 365,404 | — | — | 14,446,306 | ||||||||||||||||
Gross profit | 2,726,437 | 93,326 | 71,813 | (71,813 | ) | 2,819,763 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and administrative | 2,659,179 | 71,523 | 36,887 | (86,373 | ) | 2,681,216 | |||||||||||||||
Restructuring and tangible asset impairment charges | (160 | ) | — | 80 | — | (80 | ) | ||||||||||||||
Total operating expenses | 2,659,019 | 71,523 | 36,967 | (86,373 | ) | 2,681,136 | |||||||||||||||
Operating income | 67,418 | 21,803 | 34,846 | 14,560 | 138,627 | ||||||||||||||||
Interest expense—net | 182,812 | 1,220 | 34,204 | — | 218,236 | ||||||||||||||||
Other expense (income)—net | 81,328 | (14,560 | ) | (81,328 | ) | 14,560 | — | ||||||||||||||
Income (loss) before income taxes | (196,722 | ) | 35,143 | 81,970 | — | (79,609 | ) | ||||||||||||||
Income tax provision (benefit) | 17,565 | — | 23,586 | — | 41,151 | ||||||||||||||||
Equity in earnings of subsidiaries | 93,527 | — | — | (93,527 | ) | — | |||||||||||||||
Net income (loss) | (120,760 | ) | 35,143 | 58,384 | (93,527 | ) | (120,760 | ) | |||||||||||||
Other comprehensive income (loss) | 1,869 | — | — | — | 1,869 | ||||||||||||||||
Comprehensive income (loss) | $ | (118,891 | ) | $ | 35,143 | $ | 58,384 | $ | (93,527 | ) | $ | (118,891 | ) | ||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
39-Weeks Ended September 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 16,326,932 | $ | 423,450 | $ | 70,194 | $ | (70,194 | ) | $ | 16,750,382 | ||||||||||
Cost of goods sold | 13,562,912 | 336,057 | — | — | 13,898,969 | ||||||||||||||||
Gross profit | 2,764,020 | 87,393 | 70,194 | (70,194 | ) | 2,851,413 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and administrative | 2,602,661 | 69,907 | 44,970 | (83,603 | ) | 2,633,935 | |||||||||||||||
Restructuring and tangible asset impairment charges | 3,660 | — | 1,390 | — | 5,050 | ||||||||||||||||
Total operating expenses | 2,606,321 | 69,907 | 46,360 | (83,603 | ) | 2,638,985 | |||||||||||||||
Operating income | 157,699 | 17,486 | 23,834 | 13,409 | 212,428 | ||||||||||||||||
Interest expense — net | 199,200 | 501 | 33,425 | — | 233,126 | ||||||||||||||||
Loss on extinguishment of debt | 41,796 | — | — | — | 41,796 | ||||||||||||||||
Other expense (income) — net | 81,715 | (13,409 | ) | (81,715 | ) | 13,409 | — | ||||||||||||||
Income (loss) before income taxes | (165,012 | ) | 30,394 | 72,124 | — | (62,494 | ) | ||||||||||||||
Income tax provision (benefit) | (29,769 | ) | — | 23,536 | — | (6,233 | ) | ||||||||||||||
Equity in earnings of subsidiaries | 78,982 | — | — | (78,982 | ) | — | |||||||||||||||
Net income (loss) | (56,261 | ) | 30,394 | 48,588 | (78,982 | ) | (56,261 | ) | |||||||||||||
Other comprehensive income (loss) | 11,504 | — | — | — | 11,504 | ||||||||||||||||
Comprehensive income (loss) | $ | (44,757 | ) | $ | 30,394 | $ | 48,588 | $ | (78,982 | ) | $ | (44,757 | ) | ||||||||
Schedule of Condensed Consolidating Statement of Cash Flows | ' | ||||||||||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||||||
39-Weeks Ended September 27, 2014 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 272,905 | $ | 10,978 | $ | 19,648 | $ | 303,531 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Proceeds from sales of property and equipment | 7,934 | — | 11,666 | 19,600 | |||||||||||||||||
Purchases of property and equipment | (98,631 | ) | (6,845 | ) | (21 | ) | (105,497 | ) | |||||||||||||
Insurance recovery | 4,000 | — | — | 4,000 | |||||||||||||||||
Net cash provided by (used in) investing activities | (86,697 | ) | (6,845 | ) | 11,645 | (81,897 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt borrowings | 898,410 | — | 40 | 898,450 | |||||||||||||||||
Payment for debt financing costs | — | — | (421 | ) | (421 | ) | |||||||||||||||
Principal payments on debt and capital leases | (950,505 | ) | (3,612 | ) | (40 | ) | (954,157 | ) | |||||||||||||
Capital contributions (distributions) | 30,872 | — | (30,872 | ) | — | ||||||||||||||||
Proceeds from parent company common stock sales | 197 | — | — | 197 | |||||||||||||||||
Parent company common stock repurchased | (603 | ) | — | — | (603 | ) | |||||||||||||||
Net cash provided by (used in) financing activities | (21,629 | ) | (3,612 | ) | (31,293 | ) | (56,534 | ) | |||||||||||||
Net increase in cash and cash equivalents | 164,579 | 521 | — | 165,100 | |||||||||||||||||
Cash and cash equivalents—beginning of period | 178,872 | 872 | — | 179,744 | |||||||||||||||||
Cash and cash equivalents—end of period | $ | 343,451 | $ | 1,393 | $ | — | $ | 344,844 | |||||||||||||
Condensed Consolidating Statement of Cash Flows (Unaudited) | |||||||||||||||||||||
39-Weeks Ended September 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 88,417 | $ | 5,958 | $ | 19,976 | $ | 114,351 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Proceeds from sales of property and equipment | 6,033 | — | 6,987 | 13,020 | |||||||||||||||||
Purchases of property and equipment | (128,058 | ) | (5,089 | ) | — | (133,147 | ) | ||||||||||||||
Net cash provided by (used in) investing activities | (122,025 | ) | (5,089 | ) | 6,987 | (120,127 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt refinancing | 854,485 | — | 854,485 | ||||||||||||||||||
Proceeds from other borrowings | 1,303,000 | — | — | 1,303,000 | |||||||||||||||||
Payment for debt financing costs | (29,376 | ) | — | — | (29,376 | ) | |||||||||||||||
Principal payments on debt and capital leases | (1,846,286 | ) | (1,391 | ) | — | (1,847,677 | ) | ||||||||||||||
Repurchase of senior subordinated notes | (375,144 | ) | — | — | (375,144 | ) | |||||||||||||||
Capital contributions (distributions) | 26,963 | — | (26,963 | ) | — | ||||||||||||||||
Proceeds from parent company common stock sales | 475 | — | — | 475 | |||||||||||||||||
Parent company common stock repurchased | (5,250 | ) | — | — | (5,250 | ) | |||||||||||||||
Net cash provided by (used in) financing activities | (71,133 | ) | (1,391 | ) | (26,963 | ) | (99,487 | ) | |||||||||||||
Net decrease in cash and cash equivalents | (104,741 | ) | (522 | ) | — | (105,263 | ) | ||||||||||||||
Cash and cash equivalents — beginning of period | 240,902 | 1,555 | — | 242,457 | |||||||||||||||||
Cash and cash equivalents — end of period | $ | 136,161 | $ | 1,033 | $ | — | $ | 137,194 | |||||||||||||
BUSINESS_SEGMENT_INFORMATION_T
BUSINESS SEGMENT INFORMATION (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 27, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of Quantitative Reconciliation of Adjusted EBITDA | ' | ||||||||||||||||
The following is a quantitative reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is Net income (loss) for the periods indicated (in thousands): | |||||||||||||||||
13-Weeks Ended | 39-Weeks Ended | ||||||||||||||||
September 27, | September 28, | September 27, | September 28, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Adjusted EBITDA | $ | 219,572 | $ | 216,619 | $ | 626,166 | $ | 599,201 | |||||||||
Adjustments: | |||||||||||||||||
Sponsor fees (1) | (2,514 | ) | (2,606 | ) | (7,911 | ) | (7,771 | ) | |||||||||
Restructuring and tangible asset impairment charges (2) | (22 | ) | (1,482 | ) | 80 | (5,050 | ) | ||||||||||
Share-based compensation expense (3) | (2,975 | ) | (3,887 | ) | (9,173 | ) | (9,784 | ) | |||||||||
LIFO reserve change (4) | (20,567 | ) | 837 | (69,245 | ) | (6,526 | ) | ||||||||||
Loss on extinguishment of debt (5) | — | — | — | (41,796 | ) | ||||||||||||
Business transformation costs (6) | (13,776 | ) | (15,156 | ) | (40,439 | ) | (43,700 | ) | |||||||||
Sysco merger costs (7) | (7,315 | ) | — | (27,037 | ) | — | |||||||||||
Other (8) | (10,205 | ) | (9,211 | ) | (23,756 | ) | (26,675 | ) | |||||||||
EBITDA | 162,198 | 185,114 | 448,685 | 457,899 | |||||||||||||
Interest expense, net | (71,432 | ) | (72,778 | ) | (218,236 | ) | (233,126 | ) | |||||||||
Income tax (provision) benefit | (22,628 | ) | 6,358 | (41,151 | ) | 6,233 | |||||||||||
Depreciation and amortization expense | (105,009 | ) | (96,255 | ) | (310,058 | ) | (287,267 | ) | |||||||||
Net income (loss) | $ | (36,871 | ) | $ | 22,439 | $ | (120,760 | ) | $ | (56,261 | ) | ||||||
-1 | Consists of management fees paid to the Sponsors. | ||||||||||||||||
-2 | Primarily consists of facility closing, severance and related costs and tangible asset impairment charges. | ||||||||||||||||
-3 | Share-based compensation expense represents costs recorded for vesting of USF Holding Corp. stock option awards, restricted stock and restricted stock units. | ||||||||||||||||
-4 | Consists of changes in the LIFO reserve. | ||||||||||||||||
-5 | Includes fees paid to debt holders, third party costs, early redemption premium, and the write off of old debt facility unamortized debt issuance costs. See Note 9—Debt for a further description of 2013 debt refinancing transactions. | ||||||||||||||||
-6 | Consists primarily of costs related to functionalization and significant process and systems redesign. | ||||||||||||||||
-7 | Consists of direct and incremental costs related to the Acquisition. | ||||||||||||||||
-8 | Other includes gains, losses or charges as specified under the Company’s debt agreements. |
Recovered_Sheet1
Overview and Basis of Presentation - Additional Information (Detail) (USD $) | 9 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | ||||
Sep. 27, 2014 | Jul. 03, 2007 | Sep. 27, 2013 | Sep. 23, 2014 | Sep. 27, 2014 | Sep. 23, 2014 | Dec. 08, 2013 | Sep. 27, 2014 | |
8.5% Senior Notes due 2019 [Member] | 8.5 % Senior Notes [Member] | 8.5 % Senior Notes [Member] | 8.5 % Senior Notes [Member] | USF Holding Corp. [Member] | USF Holding Corp. [Member] | |||
Basis Of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of ownership | 100.00% | ' | ' | ' | ' | ' | ' | ' |
Date of Acquisition | 3-Jul-07 | ' | ' | ' | ' | ' | ' | 8-Dec-13 |
Acquisition price | ' | $7,200,000,000 | ' | ' | ' | ' | ' | ' |
Aggregate purchase price paid in cash | ' | ' | ' | ' | ' | ' | 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% | ' | 8.50% | ' | ' | ' |
Aggregate principal amount of Senior Notes | ' | ' | ' | ' | ' | $1,350,000,000 | ' | ' |
Redemption percentage of Senior Notes | ' | ' | ' | 106.38% | ' | ' | ' | ' |
Redemption condition of Senior Notes | ' | ' | ' | 'Redemption is to take place on or after October 23, 2014, but not later than November 22, 2014, subject to satisfaction of certain conditions and contingencies, primarily consummation of the Acquisition and receipt by US Foods of funds to redeem the Senior Notes in full. | ' | ' | ' | ' |
Recovered_Sheet2
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | Dec. 28, 2013 | |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Inventory reserves on LIFO | $217,000,000 | ' | $217,000,000 | ' | $148,000,000 |
Effect of LIFO reserves on cost of goods sold | 21,000,000 | 1,000,000 | 69,000,000 | 7,000,000 | ' |
Property and equipment, accumulated depreciation | 1,259,000,000 | ' | 1,259,000,000 | ' | 1,093,000,000 |
Depreciation expense | 67,000,000 | 59,000,000 | 197,000,000 | 176,000,000 | ' |
Contingent consideration in the event of certain operating results are achieved, period | ' | ' | '2 years | ' | ' |
Accrued contingent consideration relating to acquisitions | 2,000,000 | ' | 2,000,000 | ' | 2,000,000 |
Capital Lease assets | $27,000,000 | ' | $27,000,000 | ' | ' |
Minimum [Member] | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Estimated useful lives of assets | ' | ' | '3 years | ' | ' |
Maximum [Member] | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Estimated useful lives of assets | ' | ' | '40 years | ' | ' |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Detail) (USD $) | Sep. 27, 2014 | Dec. 28, 2013 |
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 | $228,200 | $64,100 |
Balance | 228,200 | 64,100 |
Nonrecurring fair value measurements [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets held for sale | 4,800 | 10,930 |
Balance | 4,800 | 10,930 |
Level 1 [Member] | Recurring fair value measurements [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Money market funds | 228,200 | 64,100 |
Balance | 228,200 | 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 | ' | ' |
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 | ' | ' |
Balance | ' | ' |
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 | ' | ' |
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 | ' | ' |
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 | 4,800 | 10,930 |
Balance | $4,800 | $10,930 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 9 Months Ended | 3 Months Ended | 12 Months Ended | 9 Months Ended | ||||
Sep. 27, 2014 | Sep. 28, 2013 | Dec. 28, 2013 | Sep. 27, 2014 | Dec. 28, 2013 | Sep. 27, 2014 | Sep. 27, 2014 | Dec. 28, 2013 | |
Property, Plant and Equipment [Member] | Property, Plant and Equipment [Member] | Money Market Funds [Member] | Level 2 [Member] | Level 2 [Member] | ||||
8.5 % Senior Notes [Member] | 8.5 % Senior Notes [Member] | |||||||
Derivative Instruments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Money market fund maturity period | ' | ' | ' | ' | ' | 'Three or fewer months | ' | ' |
Money market fund carrying value | $228,000,000 | ' | $64,000,000 | ' | ' | ' | ' | ' |
Tangible asset impairment charges | 1,580,000 | 1,860,000 | ' | 3,000,000 | 0 | ' | ' | ' |
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 | ' | ' | ' | ' | ' |
Interest Rate | ' | ' | ' | ' | ' | ' | 8.50% | ' |
Fair value of 8.5% Senior Notes | ' | ' | ' | ' | ' | ' | $1,400,000,000 | $1,500,000,000 |
Recovered_Sheet3
Accounts Receivable Financing Program - Additional Information (Detail) (USD $) | Sep. 27, 2014 | Dec. 28, 2013 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Percentage of ownership | 100.00% | ' |
Borrowings | $4,794,571,000 | $4,752,162,000 |
2012 ABS Facility [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Percentage of ownership | 100.00% | ' |
Cash collateral held | 0 | 0 |
Maximum borrowing capacity | 800,000,000 | ' |
Borrowings | 686,000,000 | 686,000,000 |
Accounts receivable | $1,016,000,000 | $930,000,000 |
Restricted_Cash_Additional_Inf
Restricted Cash - Additional Information (Detail) (USD $) | Sep. 27, 2014 | Dec. 28, 2013 |
In Millions, unless otherwise specified | ||
Cash and Cash Equivalents [Abstract] | ' | ' |
Restricted cash | $6 | $7 |
Recovered_Sheet4
Goodwill and Other Intangibles - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Other Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortization expense | $38 | $37 | $113 | $111 |
Discounted cash flow [Member] | ' | ' | ' | ' |
Other Intangible Assets [Line Items] | ' | ' | ' | ' |
Percentage of fair value of the reporting unit | 50.00% | ' | 50.00% | ' |
Comparative market multiples [Member] | ' | ' | ' | ' |
Other Intangible Assets [Line Items] | ' | ' | ' | ' |
Percentage of fair value of the reporting unit | 35.00% | ' | 35.00% | ' |
Comparative market transaction multiples [Member] | ' | ' | ' | ' |
Other Intangible Assets [Line Items] | ' | ' | ' | ' |
Percentage of fair value of the reporting unit | 15.00% | ' | 15.00% | ' |
Customer relationships [Member] | Minimum [Member] | ' | ' | ' | ' |
Other Intangible Assets [Line Items] | ' | ' | ' | ' |
Estimated useful lives of intangible assets | '4 years | ' | '4 years | ' |
Customer relationships [Member] | Maximum [Member] | ' | ' | ' | ' |
Other Intangible Assets [Line Items] | ' | ' | ' | ' |
Estimated useful lives of intangible assets | '10 years | ' | '10 years | ' |
Recovered_Sheet5
Goodwill and Other Intangibles - Schedule of Goodwill and Other Intangibles, Net (Detail) (USD $) | Sep. 27, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Other Intangible Assets [Line Items] | ' | ' |
GOODWILL | $3,835,477 | $3,835,477 |
Total Other intangibles - net | 640,410 | 753,840 |
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 | 1,376,094 | 1,377,663 |
Accumulated amortization | -989,137 | -877,396 |
Net carrying value | 386,957 | 500,267 |
Noncompete agreement [Member] | ' | ' |
Other Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 800 | 800 |
Accumulated amortization | -147 | -27 |
Net carrying value | $653 | $773 |
Assets_Held_for_Sale_Additiona
Assets Held for Sale - Additional Information (Detail) (USD $) | 9 Months Ended | ||
Sep. 27, 2014 | Sep. 28, 2013 | Dec. 28, 2013 | |
Facility | |||
Disposal Group, Including Discontinued Operation, Long Lived Assets [Abstract] | ' | ' | ' |
Assets Held for Sale for more than one year | $3,000,000 | ' | $10,000,000 |
Number of distribution facilities reclassified to assets held for sale | 4 | ' | ' |
Number of facilities classified as assets, sold | 4 | ' | ' |
Assets Held for Sale, net proceeds | 15,000,000 | ' | ' |
Net gain on sale of assets held for sale | 4,000,000 | ' | ' |
Tangible asset impairment charges | $1,580,000 | $1,860,000 | ' |
Assets_Held_for_Sale_Schedule_
Assets Held for Sale - Schedule of Change in Assets Held for Sale (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 |
Disposal Group, Including Discontinued Operation, Long Lived Assets [Abstract] | ' | ' |
Balance at beginning of period | $14,554 | ' |
Transfers in | 6,569 | ' |
Assets sold | -11,033 | ' |
Tangible asset impairment charges | -1,580 | -1,860 |
Balance at end of the period | $8,510 | ' |
Debt_Components_of_Debt_Detail
Debt - Components of Debt (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 27, 2014 | Dec. 28, 2013 |
Debt Instrument [Line Items] | ' | ' |
Contractual Maturity | 31-Mar-17 | ' |
Total debt | $4,794,571 | $4,752,162 |
Add unamortized premium | 15,814 | 18,311 |
Less current portion of long-term debt | -46,323 | -35,225 |
Long-term debt | 4,764,062 | 4,735,248 |
8.5 % Senior Notes [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Contractual Maturity | 30-Jun-19 | ' |
Interest Rate | 8.50% | ' |
Total debt | 1,350,000 | 1,350,000 |
Obligations under capital leases [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 195,299 | 116,662 |
Minimum [Member] | Obligations under capital leases [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Contractual Maturity | '2018 | ' |
Interest Rate | 3.34% | ' |
Maximum [Member] | Obligations under capital leases [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Contractual Maturity | '2025 | ' |
Interest Rate | 6.25% | ' |
ABL Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Contractual Maturity | 11-May-16 | ' |
Total debt | ' | 20,000 |
2012 ABS Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Contractual Maturity | 11-May-16 | ' |
Interest Rate | 1.20% | ' |
Total debt | 686,000 | 686,000 |
Amended 2011 Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Contractual Maturity | 31-Mar-19 | ' |
Interest Rate | 4.50% | ' |
Total debt | 2,079,000 | 2,094,750 |
Other debt [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 11,881 | 12,359 |
Other debt [Member] | Minimum [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Contractual Maturity | '2018 | ' |
Interest Rate | 5.75% | ' |
Other debt [Member] | Maximum [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Contractual Maturity | '2031 | ' |
Interest Rate | 9.00% | ' |
CMBS Fixed Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Contractual Maturity | 1-Aug-17 | ' |
Interest Rate | 6.38% | ' |
Total debt | $472,391 | $472,391 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | ||||||||||||||||
Sep. 27, 2014 | Sep. 28, 2013 | Dec. 28, 2013 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 23, 2014 | Sep. 27, 2014 | Sep. 23, 2014 | Dec. 28, 2013 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Dec. 28, 2013 | Aug. 08, 2014 | Sep. 27, 2014 | Dec. 28, 2013 | Aug. 08, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | |
ABL Senior Secured Revolving Facility [Member] | Unsecured Senior Notes [Member] | 8.5 % Senior Notes [Member] | 8.5 % Senior Notes [Member] | 8.5 % Senior Notes [Member] | 8.5 % Senior Notes [Member] | Letter of Credit [Member] | Entities affiliated [Member] | Entities affiliated [Member] | Lease Obligations [Member] | Standby Letters of Credit for Self Insurance Program [Member] | Other obligations [Member] | Commercial paper [Member] | CMBS Fixed Facility [Member] | CMBS Fixed Facility [Member] | 2012 ABS Facility [Member] | 2012 ABS Facility [Member] | 2012 ABS Facility [Member] | 2012 ABS Facility [Member] | Excluding commercial paper [Member] | 2011 Term Loan [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 | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total debt borrowed at fixed rate | $2,030,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total debt borrowed at floating rate | 2,765,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | 1,100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000,000 | ' | ' | ' | ' |
Revolving credit facility, outstanding amount | ' | ' | ' | 0 | ' | ' | ' | ' | ' | 281,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit, outstanding amount | ' | ' | ' | 819,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 88,000,000 | 183,000,000 | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | 'Prime plus 2.25% or LIBOR plus 3.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The lender's commercial paper rate, plus any other costs associated with the issuance of commercial paper, plus 1% | ' | ' | ' | ' | ' | ' | 'LIBOR plus 1% | ' |
Borrowing limit for interest calculation | ' | ' | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate if borrowings is in excess of 75 million | ' | ' | ' | 'Prime plus 1.00% or LIBOR plus 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate if borrowed up to 75 million | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of unused commitment fee | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.35% | ' | ' | ' | ' | ' | ' | 0.35% | ' |
Percentage of eligible finance receivables | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' |
Total debt | 4,794,571,000 | ' | 4,752,162,000 | ' | 1,350,000,000 | ' | 1,350,000,000 | ' | 1,350,000,000 | ' | 285,000,000 | 2,000,000 | ' | ' | ' | ' | 472,391,000 | 472,391,000 | ' | 686,000,000 | 686,000,000 | ' | ' | 2,079,000,000 |
Available capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 83,000,000 | ' | ' | ' | ' |
Interest rate above base rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | 2.50% |
Basis spread on variable interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.50% | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | 1.00% | 3.50% |
Payment for debt financing costs and fees | 421,000 | 29,376,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' |
Floor interest rate on basis spread | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% |
Principal repayments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 |
Interest Rate | ' | ' | ' | ' | 8.50% | ' | 8.50% | ' | ' | ' | 4.50% | ' | ' | ' | ' | ' | 6.38% | ' | ' | 1.20% | ' | ' | ' | ' |
Unamortized issue of Senior Notes with premium | 15,814,000 | ' | 18,311,000 | ' | 16,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 percentage of Senior Notes | ' | ' | ' | ' | 101.00% | 106.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of Senior Notes | ' | ' | ' | ' | ' | ' | ' | $1,350,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption condition of Senior Notes | ' | ' | ' | ' | ' | 'Redemption is to take place on or after October 23, 2014, but not later than November 22, 2014, subject to satisfaction of certain conditions and contingencies, primarily consummation of the Acquisition and receipt by US Foods of funds to redeem the Senior Notes in full. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties mortgaged | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 34 | ' | ' | ' | ' | ' | ' | ' |
Debt_Debt_Refinancing_Transact
Debt - Debt Refinancing Transactions - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | |||||
Sep. 27, 2014 | Sep. 28, 2013 | Dec. 28, 2013 | Sep. 27, 2014 | Sep. 27, 2014 | Jan. 31, 2013 | Jan. 31, 2013 | Jun. 29, 2013 | Sep. 27, 2014 | Jun. 29, 2013 | |
Other Property [Member] | CMBS Fixed Facility [Member] | Senior Subordinated Notes [Member] | 8.5 % Senior Notes [Member] | Amended 2011 Term Loan [Member] | 2011 Term Loan [Member] | 2011 Term Loan [Member] | ||||
Property | Property | Amended 2011 Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of debt | ' | ' | ' | ' | ' | $355,000,000 | $375,000,000 | $2,091,000,000 | ' | $2,100,000,000 |
Debt instrument, maturity date | 31-Mar-17 | ' | ' | ' | 1-Aug-17 | 30-Jun-17 | ' | ' | ' | ' |
Debt instrument, extended maturity date | 31-Mar-19 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,634,000,000 |
Purchase of additional debt | ' | ' | ' | ' | ' | ' | ' | 371,000,000 | ' | ' |
Principal amount sold | ' | ' | ' | ' | ' | ' | ' | 95,000,000 | ' | ' |
Interest rate on debt instrument | ' | ' | ' | ' | 6.38% | 11.25% | ' | ' | ' | ' |
Redemption price percentage of principal amount | ' | ' | ' | ' | ' | 105.63% | ' | ' | ' | ' |
Issue price percent | ' | ' | ' | ' | ' | ' | 103.50% | ' | ' | ' |
Gross proceeds from issuance of debt | 898,450,000 | 1,303,000,000 | ' | ' | ' | ' | 388,000,000 | ' | ' | ' |
Loss on extinguishment of debt | ' | 41,796,000 | ' | ' | ' | ' | ' | ' | 42,000,000 | ' |
Loss on early redemption premium | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' |
Write Off of deferred debt issuance cost | ' | ' | ' | ' | ' | ' | ' | ' | 13,000,000 | ' |
Costs and fees incurred | ' | ' | 29,000,000 | ' | 1,000,000 | ' | ' | ' | 9,000,000 | ' |
Unamortized debt issuance costs | ' | ' | ' | ' | ' | ' | ' | ' | $6,000,000 | ' |
Maturity date of the amended term loan | ' | ' | ' | ' | ' | ' | ' | ' | 31-Mar-19 | ' |
Direct and Indirect ownership percentage in domestic subsidiaries | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties mortgaged | ' | ' | ' | 10 | 34 | ' | ' | ' | ' | ' |
Recovered_Sheet6
Restructuring and Tangible Asset Impairment Charges - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | Dec. 28, 2013 | |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Severance and related costs | $1,176,000 | ($502,000) | $3,335,000 | ' |
Tangible asset impairment charges | ' | 1,580,000 | 1,860,000 | ' |
Restructuring liabilities | ' | 59,187,000 | ' | 71,218,000 |
Multiemployer pension withdrawal liabilities [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Severance and related costs | ' | ' | 3,000,000 | ' |
Multiemployer pension withdrawal liability | 1,000,000 | ' | 1,000,000 | ' |
Restructuring liabilities | ' | 53,000,000 | ' | ' |
Multiemployer pension withdrawal liabilities [Member] | Minimum [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Interest rate on restructuring liabilities | ' | 5.90% | ' | ' |
Multiemployer pension withdrawal liabilities [Member] | Maximum [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Interest rate on restructuring liabilities | ' | 6.70% | ' | ' |
Severance and Related Costs [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring liabilities | ' | $58,710,000 | ' | $69,072,000 |
Recovered_Sheet7
Restructuring and Tangible Asset Impairment Charges - Summary of Restructuring Charges (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Reorganizations [Abstract] | ' | ' | ' | ' |
Severance and related costs | ' | $1,176 | ($502) | $3,335 |
Facility closing costs | 22 | 306 | -1,158 | -145 |
Tangible asset impairment charges | ' | ' | 1,580 | 1,860 |
Total | $22 | $1,482 | ($80) | $5,050 |
Restructuring_and_Tangible_Ass2
Restructuring and Tangible Asset Impairment Charges - Summary of Changes in Restructuring Liabilities (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 27, 2014 |
Restructuring Cost and Reserve [Line Items] | ' |
Balance at beginning of period | $71,218 |
Current period charges | 82 |
Change in estimate | -1,742 |
Payments and usage - net of accretion | -10,371 |
Balance at end of period | 59,187 |
Severance and Related Costs [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Balance at beginning of period | 69,072 |
Current period charges | 82 |
Change in estimate | -584 |
Payments and usage - net of accretion | -9,860 |
Balance at end of period | 58,710 |
Facility Closing Costs [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Balance at beginning of period | 2,146 |
Current period charges | ' |
Change in estimate | -1,158 |
Payments and usage - net of accretion | -511 |
Balance at end of period | $477 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | Dec. 28, 2013 | Dec. 31, 2013 | Sep. 27, 2014 | |
Entities affiliated with Sponsors [Member] | Entities affiliated with Sponsors [Member] | ||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Management fee | ' | ' | $800,000 | ' | ' | ' | ' |
Management fees and related expenses | 3,000,000 | 3,000,000 | 8,000,000 | 8,000,000 | ' | ' | ' |
Amount held in principal of debt facilities | 4,764,062,000 | ' | 4,764,062,000 | ' | 4,735,248,000 | ' | 287,000,000 |
Transaction fees | ' | ' | ' | ' | ' | 2,000,000 | ' |
Consent fees | ' | ' | ' | ' | $3,400,000 | ' | ' |
Retirement_Plans_Components_of
Retirement Plans - Components of Net Pension and Other Post Retirement Benefit Costs (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Pension Benefits [Member] | ' | ' | ' | ' |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ' | ' | ' | ' |
Service cost | $6,830 | $8,357 | $20,490 | $24,417 |
Interest cost | 9,324 | 8,485 | 27,974 | 25,221 |
Expected return on plan assets | -11,849 | -10,538 | -35,547 | -31,501 |
Amortization of prior service cost (credit) | 50 | 50 | 149 | 149 |
Amortization of net loss (gain) | 574 | 3,387 | 1,721 | 9,902 |
Settlements | 500 | ' | 1,500 | ' |
Net periodic benefit costs (credits) | 5,429 | 9,741 | 16,287 | 28,188 |
Other Postretirement Plans [Member] | ' | ' | ' | ' |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ' | ' | ' | ' |
Service cost | 19 | 39 | 59 | 116 |
Interest cost | 80 | 107 | 239 | 323 |
Amortization of prior service cost (credit) | -84 | ' | ' | ' |
Amortization of net loss (gain) | -18 | 27 | ' | 83 |
Net periodic benefit costs (credits) | ($3) | $173 | ($9) | $522 |
Retirement_Plans_Additional_In
Retirement Plans - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Compensation and Retirement Disclosure [Abstract] | ' | ' | ' | ' |
Reclassification of accumulated other comprehensive income | $1 | $3 | $3 | $10 |
Contribution to defined benefit and other post retirement plans | ' | ' | 39 | 38 |
Company's anticipated contributions | ' | ' | $49 | ' |
Recovered_Sheet8
Changes in Accumulated Other Comprehensive Income (Loss) - Schedule of Reclassification Out of Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | Dec. 28, 2013 |
Schedule of Capitalization [Line Items] | ' | ' | ' | ' | ' |
Current period comprehensive income (loss), net of tax | $172 | ($3,445) | ($1,869) | ($10,962) | ' |
Current period comprehensive income (loss), net of tax | ' | ' | ' | 542 | ' |
Accumulated Other Comprehensive Income (Loss) end of period | -810 | ' | -810 | ' | -2,679 |
Defined benefit retirement plans [Member] | ' | ' | ' | ' | ' |
Schedule of Capitalization [Line Items] | ' | ' | ' | ' | ' |
Balance at beginning of period | -638 | -118,125 | -2,679 | -125,642 | ' |
Other comprehensive income (loss) before reclassifications | ' | ' | ' | ' | ' |
Amortization of prior service (credit) cost | -34 | 50 | -102 | 149 | ' |
Amortization of net loss | 556 | 3,414 | 1,665 | 9,985 | ' |
Settlements | 500 | ' | 1,500 | ' | ' |
Income tax provision (benefit) | 1,194 | 19 | 1,194 | -828 | ' |
Current period comprehensive income (loss), net of tax | -172 | 3,445 | 1,869 | 10,962 | ' |
Balance at end of period | -810 | -114,680 | -810 | -114,680 | ' |
Defined benefit retirement plans [Member] | Distribution, selling and administration [Member] | ' | ' | ' | ' | ' |
Schedule of Capitalization [Line Items] | ' | ' | ' | ' | ' |
Total before income tax | 1,022 | 3,464 | 3,063 | 10,134 | ' |
Interest rate swap derivative cash flow hedge [Member] | ' | ' | ' | ' | ' |
Schedule of Capitalization [Line Items] | ' | ' | ' | ' | ' |
Other comprehensive income (loss) before reclassifications | ' | ' | ' | -653 | ' |
Balance at beginning of period | ' | ' | ' | -542 | ' |
Amounts reclassified from Other comprehensive income (loss) | ' | ' | ' | 2,042 | ' |
Total before income tax | ' | ' | ' | 1,389 | ' |
Income tax provision (benefit) | ' | ' | ' | 847 | ' |
Current period comprehensive income (loss), net of tax | ' | ' | ' | 542 | ' |
Balance at end of period | ' | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) end of period | ($810) | ($114,680) | ($810) | ($114,680) | ' |
Recovered_Sheet9
Changes in Accumulated Other Comprehensive Income (Loss) - Schedule of Reclassification Out of Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Detail) (Interest Rate Swap Derivative [Member]) | 9 Months Ended |
Sep. 27, 2014 | |
Interest Rate Swap Derivative [Member] | ' |
Schedule of Capitalization [Line Items] | ' |
Expiry of interest rate swap derivative | 31-Jan-13 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | Dec. 28, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' |
Valuation allowance | $183,000,000 | ' | $183,000,000 | ' | $117,000,000 |
Deferred tax assets, related to federal and state net operating losses | 66,000,000 | ' | 66,000,000 | ' | ' |
Effective income tax rate | 159.00% | 40.00% | 52.00% | 10.00% | ' |
Federal statutory tax rate | 35.00% | 35.00% | 35.00% | 35.00% | ' |
Increase in valuation allowance | 19,000,000 | 4,000,000 | 66,000,000 | 27,000,000 | ' |
INCOME TAX PROVISION (BENEFIT) | $22,628,000 | ($6,358,000) | $41,151,000 | ($6,233,000) | ' |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | |||||
Apr. 28, 2014 | Sep. 27, 2014 | Dec. 31, 2009 | 20-May-14 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 30, 2011 | Dec. 31, 2008 | |
Ahold [Member] | Ahold [Member] | Maximum [Member] | Diesel Fuel [Member] | Electricity [Member] | Eagan Multiemployer Pension Withdrawal Liability [Member] | Eagan Multiemployer Pension Withdrawal Liability [Member] | ||||
Gain Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase commitments | ' | $637,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase commitments through December 2015 | ' | ' | ' | ' | ' | ' | 148,000,000 | 11,000,000 | ' | ' |
Retention bonuses approved | ' | ' | ' | ' | ' | 31,500,000 | ' | ' | ' | ' |
Transaction bonuses approved | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' |
Discretionary bonus paid | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Damages and litigation expenses | ' | 40,000,000 | 40,000,000 | ' | ' | ' | ' | ' | ' | ' |
Settlement Amount | ' | ' | ' | 297,000,000 | ' | ' | ' | ' | ' | ' |
Settlement Court | ' | ' | ' | ' | 'United States District Court | ' | ' | ' | ' | ' |
Current Liability | ' | ' | ' | ' | 297,000,000 | ' | ' | ' | ' | ' |
Current Indemnification receivable | ' | 297,000,000 | ' | ' | 297,000,000 | ' | ' | ' | ' | ' |
Recorded liability for related multiemployer pension withdrawal liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000,000 |
Additional liability incurred for settlement of claims | ' | ' | ' | ' | ' | ' | ' | ' | 17,000,000 | ' |
Insurance recovery in terms of cost, percentage | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Asset Impairment charge | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Net charge to cost of goods sold | ' | 14,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Cost incurred for clean up | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Payments received | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Insurance recovery | ' | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Insurance recoveries related to cash flows from investing activities | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Insurance recoveries related to cash flows from operating activities | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Costs incurred subject to coverage under business interruption | ' | $9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Recovered_Sheet10
Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Schedule of Condensed Consolidating Balance Sheet (Detail) (USD $) | Sep. 27, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' |
Accounts receivable-net | $1,351,798 | $1,225,719 |
Inventories-net | 1,119,746 | 1,161,558 |
Other current assets | 894,391 | 387,464 |
Property and equipment-net | 1,735,618 | 1,748,495 |
GOODWILL | 3,835,477 | 3,835,477 |
Other intangibles-net | 640,410 | 753,840 |
Other assets | 64,797 | 73,024 |
TOTAL ASSETS | 9,642,237 | 9,185,577 |
Accounts payable | 1,379,875 | 1,181,452 |
Other current liabilities | 983,098 | 644,229 |
Long-term debt | 4,764,062 | 4,735,248 |
Other liabilities | 743,639 | 742,961 |
Shareholder's equity | 1,771,563 | 1,881,687 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 9,642,237 | 9,185,577 |
US Foods, Inc. [Member] | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' |
Accounts receivable-net | 316,377 | 281,242 |
Inventories-net | 1,066,609 | 1,103,180 |
Other current assets | 807,756 | 299,053 |
Property and equipment-net | 913,887 | 881,110 |
GOODWILL | 3,835,477 | 3,835,477 |
Other intangibles-net | 640,410 | 753,840 |
Investments in subsidiaries | 1,366,404 | 1,341,633 |
Other assets | 56,270 | 63,461 |
TOTAL ASSETS | 9,003,190 | 8,558,996 |
Accounts payable | 1,335,936 | 1,145,381 |
Other current liabilities | 961,776 | 624,189 |
Long-term debt | 3,573,769 | 3,554,812 |
Intercompany payables | 599,022 | 592,482 |
Other liabilities | 761,124 | 760,445 |
Shareholder's equity | 1,771,563 | 1,881,687 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 9,003,190 | 8,558,996 |
Guarantors [Member] | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' |
Accounts receivable-net | 35,175 | 30,023 |
Inventories-net | 53,137 | 58,378 |
Other current assets | 8,296 | 6,989 |
Property and equipment-net | 90,361 | 88,150 |
Intercompany receivables | 661,826 | 614,377 |
Other assets | 10 | 10 |
TOTAL ASSETS | 848,805 | 797,927 |
Accounts payable | 43,939 | 36,071 |
Other current liabilities | 17,828 | 16,212 |
Long-term debt | 31,902 | 22,045 |
Shareholder's equity | 755,136 | 723,599 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 848,805 | 797,927 |
Non-Guarantors [Member] | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' |
Accounts receivable-net | 1,000,246 | 914,454 |
Other current assets | 78,339 | 81,422 |
Property and equipment-net | 731,370 | 779,235 |
Other assets | 31,717 | 32,753 |
TOTAL ASSETS | 1,841,672 | 1,807,864 |
Other current liabilities | 3,494 | 3,828 |
Long-term debt | 1,158,391 | 1,158,391 |
Intercompany payables | 62,804 | 21,895 |
Other liabilities | 5,715 | 5,716 |
Shareholder's equity | 611,268 | 618,034 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 1,841,672 | 1,807,864 |
Eliminations [Member] | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' |
Investments in subsidiaries | -1,366,404 | -1,341,633 |
Intercompany receivables | -661,826 | -614,377 |
Other assets | -23,200 | -23,200 |
TOTAL ASSETS | -2,051,430 | -1,979,210 |
Intercompany payables | -661,826 | -614,377 |
Other liabilities | -23,200 | -23,200 |
Shareholder's equity | -1,366,404 | -1,341,633 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | ($2,051,430) | ($1,979,210) |
Recovered_Sheet11
Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Schedule of Condensed Consolidating Statement of Comprehensive Income (Loss) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
NET SALES | $5,911,490 | $5,686,712 | $17,266,069 | $16,750,382 |
COST OF GOODS SOLD | 4,950,661 | 4,716,253 | 14,446,306 | 13,898,969 |
Gross profit | 960,829 | 970,459 | 2,819,763 | 2,851,413 |
OPERATING EXPENSES: | ' | ' | ' | ' |
Distribution, selling and administrative | 903,618 | 880,118 | 2,681,216 | 2,633,935 |
Restructuring and tangible asset impairment charges | 22 | 1,482 | -80 | 5,050 |
Total operating expenses | 903,640 | 881,600 | 2,681,136 | 2,638,985 |
Operating income | 57,189 | 88,859 | 138,627 | 212,428 |
INTEREST EXPENSE - Net | 71,432 | 72,778 | 218,236 | 233,126 |
Loss on extinguishment of debt | ' | ' | ' | 41,796 |
Income (loss) before income taxes | -14,243 | 16,081 | -79,609 | -62,494 |
INCOME TAX PROVISION (BENEFIT) | 22,628 | -6,358 | 41,151 | -6,233 |
NET INCOME (LOSS) | -36,871 | 22,439 | -120,760 | -56,261 |
Other comprehensive income (loss) | -172 | 3,445 | 1,869 | 11,504 |
COMPREHENSIVE INCOME (LOSS) | -37,043 | 25,884 | -118,891 | -44,757 |
US Foods, Inc. [Member] | ' | ' | ' | ' |
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
NET SALES | 5,757,603 | 5,546,482 | 16,807,339 | 16,326,932 |
COST OF GOODS SOLD | 4,827,173 | 4,605,544 | 14,080,902 | 13,562,912 |
Gross profit | 930,430 | 940,938 | 2,726,437 | 2,764,020 |
OPERATING EXPENSES: | ' | ' | ' | ' |
Distribution, selling and administrative | 897,438 | 868,576 | 2,659,179 | 2,602,661 |
Restructuring and tangible asset impairment charges | 22 | 1,482 | -160 | 3,660 |
Total operating expenses | 897,460 | 870,058 | 2,659,019 | 2,606,321 |
Operating income | 32,970 | 70,880 | 67,418 | 157,699 |
INTEREST EXPENSE - Net | 59,965 | 61,561 | 182,812 | 199,200 |
Loss on extinguishment of debt | ' | ' | ' | 41,796 |
Other expense (income) - net | 27,758 | 26,867 | 81,328 | 81,715 |
Income (loss) before income taxes | -54,753 | -17,548 | -196,722 | -165,012 |
INCOME TAX PROVISION (BENEFIT) | 14,441 | -14,108 | 17,565 | -29,769 |
Equity in earnings of subsidiaries | 32,323 | 25,879 | 93,527 | 78,982 |
NET INCOME (LOSS) | -36,871 | 22,439 | -120,760 | -56,261 |
Other comprehensive income (loss) | -172 | 3,445 | 1,869 | 11,504 |
COMPREHENSIVE INCOME (LOSS) | -37,043 | 25,884 | -118,891 | -44,757 |
Guarantors [Member] | ' | ' | ' | ' |
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
NET SALES | 153,887 | 140,230 | 458,730 | 423,450 |
COST OF GOODS SOLD | 123,488 | 110,709 | 365,404 | 336,057 |
Gross profit | 30,399 | 29,521 | 93,326 | 87,393 |
OPERATING EXPENSES: | ' | ' | ' | ' |
Distribution, selling and administrative | 23,991 | 23,646 | 71,523 | 69,907 |
Total operating expenses | 23,991 | 23,646 | 71,523 | 69,907 |
Operating income | 6,408 | 5,875 | 21,803 | 17,486 |
INTEREST EXPENSE - Net | 449 | 199 | 1,220 | 501 |
Other expense (income) - net | -4,997 | -4,348 | -14,560 | -13,409 |
Income (loss) before income taxes | 10,956 | 10,024 | 35,143 | 30,394 |
NET INCOME (LOSS) | 10,956 | 10,024 | 35,143 | 30,394 |
COMPREHENSIVE INCOME (LOSS) | 10,956 | 10,024 | 35,143 | 30,394 |
Non-Guarantors [Member] | ' | ' | ' | ' |
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
NET SALES | 23,749 | 23,176 | 71,813 | 70,194 |
Gross profit | 23,749 | 23,176 | 71,813 | 70,194 |
OPERATING EXPENSES: | ' | ' | ' | ' |
Distribution, selling and administrative | 10,935 | 15,420 | 36,887 | 44,970 |
Restructuring and tangible asset impairment charges | ' | ' | 80 | 1,390 |
Total operating expenses | 10,935 | 15,420 | 36,967 | 46,360 |
Operating income | 12,814 | 7,756 | 34,846 | 23,834 |
INTEREST EXPENSE - Net | 11,018 | 11,018 | 34,204 | 33,425 |
Other expense (income) - net | -27,758 | -26,867 | -81,328 | -81,715 |
Income (loss) before income taxes | 29,554 | 23,605 | 81,970 | 72,124 |
INCOME TAX PROVISION (BENEFIT) | 8,187 | 7,750 | 23,586 | 23,536 |
NET INCOME (LOSS) | 21,367 | 15,855 | 58,384 | 48,588 |
COMPREHENSIVE INCOME (LOSS) | 21,367 | 15,855 | 58,384 | 48,588 |
Eliminations [Member] | ' | ' | ' | ' |
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
NET SALES | -23,749 | -23,176 | -71,813 | -70,194 |
Gross profit | -23,749 | -23,176 | -71,813 | -70,194 |
OPERATING EXPENSES: | ' | ' | ' | ' |
Distribution, selling and administrative | -28,746 | -27,524 | -86,373 | -83,603 |
Total operating expenses | -28,746 | -27,524 | -86,373 | -83,603 |
Operating income | 4,997 | 4,348 | 14,560 | 13,409 |
Other expense (income) - net | 4,997 | 4,348 | 14,560 | 13,409 |
Equity in earnings of subsidiaries | -32,323 | -25,879 | -93,527 | -78,982 |
NET INCOME (LOSS) | -32,323 | -25,879 | -93,527 | -78,982 |
COMPREHENSIVE INCOME (LOSS) | ($32,323) | ($25,879) | ($93,527) | ($78,982) |
Guarantor_and_NonGuarantor_Con2
Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Schedule of Condensed Consolidating Statement of Cash Flows (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 |
Condensed Cash Flow Statements, Captions [Line Items] | ' | ' |
Net cash provided by operating activities | $303,531 | $114,351 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Proceeds from sales of property and equipment | 19,600 | 13,020 |
Purchases of property and equipment | -105,497 | -133,147 |
Insurance recovery | 4,000 | ' |
Net cash provided by (used in) investing activities | -81,897 | -120,127 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from debt refinancing | ' | 854,485 |
Proceeds from debt borrowings | 898,450 | 1,303,000 |
Proceeds from other borrowings | ' | 1,303,000 |
Payment for debt financing costs | -421 | -29,376 |
Principal payments on debt and capital leases | -954,157 | -1,847,677 |
Repurchase of senior subordinated notes | ' | -375,144 |
Proceeds from parent company common stock sales | 197 | 475 |
Parent company common stock repurchased | -603 | -5,250 |
Net cash provided by (used in) financing activities | -56,534 | -99,487 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 165,100 | -105,263 |
CASH AND CASH EQUIVALENTS - Beginning of period | 179,744 | 242,457 |
CASH AND CASH EQUIVALENTS - End of period | 344,844 | 137,194 |
US Foods, Inc. [Member] | ' | ' |
Condensed Cash Flow Statements, Captions [Line Items] | ' | ' |
Net cash provided by operating activities | 272,905 | 88,417 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Proceeds from sales of property and equipment | 7,934 | 6,033 |
Purchases of property and equipment | -98,631 | -128,058 |
Insurance recovery | 4,000 | ' |
Net cash provided by (used in) investing activities | -86,697 | -122,025 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from debt refinancing | ' | 854,485 |
Proceeds from debt borrowings | 898,410 | ' |
Proceeds from other borrowings | ' | 1,303,000 |
Payment for debt financing costs | ' | -29,376 |
Principal payments on debt and capital leases | -950,505 | -1,846,286 |
Repurchase of senior subordinated notes | ' | -375,144 |
Capital contributions (distributions) | 30,872 | 26,963 |
Proceeds from parent company common stock sales | 197 | 475 |
Parent company common stock repurchased | -603 | -5,250 |
Net cash provided by (used in) financing activities | -21,629 | -71,133 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 164,579 | -104,741 |
CASH AND CASH EQUIVALENTS - Beginning of period | 178,872 | 240,902 |
CASH AND CASH EQUIVALENTS - End of period | 343,451 | 136,161 |
Guarantors [Member] | ' | ' |
Condensed Cash Flow Statements, Captions [Line Items] | ' | ' |
Net cash provided by operating activities | 10,978 | 5,958 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchases of property and equipment | -6,845 | -5,089 |
Net cash provided by (used in) investing activities | -6,845 | -5,089 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Principal payments on debt and capital leases | -3,612 | -1,391 |
Net cash provided by (used in) financing activities | -3,612 | -1,391 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 521 | -522 |
CASH AND CASH EQUIVALENTS - Beginning of period | 872 | 1,555 |
CASH AND CASH EQUIVALENTS - End of period | 1,393 | 1,033 |
Non-Guarantors [Member] | ' | ' |
Condensed Cash Flow Statements, Captions [Line Items] | ' | ' |
Net cash provided by operating activities | 19,648 | 19,976 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Proceeds from sales of property and equipment | 11,666 | 6,987 |
Purchases of property and equipment | -21 | ' |
Net cash provided by (used in) investing activities | 11,645 | 6,987 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from debt borrowings | 40 | ' |
Payment for debt financing costs | -421 | ' |
Principal payments on debt and capital leases | -40 | ' |
Capital contributions (distributions) | -30,872 | -26,963 |
Net cash provided by (used in) financing activities | ($31,293) | ($26,963) |
Business_Segment_Information_S
Business Segment Information - Schedule of Quantitative Reconciliation of Adjusted EBITDA (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Adjustments: | ' | ' | ' | ' |
Restructuring and tangible asset impairment charges | ($22) | ($1,482) | $80 | ($5,050) |
LIFO reserve change | -21,000 | -1,000 | -69,000 | -7,000 |
Interest expense, net | -71,432 | -72,778 | -218,236 | -233,126 |
Income tax (provision) benefit | -22,628 | 6,358 | -41,151 | 6,233 |
Depreciation and amortization expense | ' | ' | -310,058 | -287,267 |
NET INCOME (LOSS) | -36,871 | 22,439 | -120,760 | -56,261 |
EBITDA [Member] | ' | ' | ' | ' |
Segment Information [Line Items] | ' | ' | ' | ' |
Adjusted EBITDA | 219,572 | 216,619 | 626,166 | 599,201 |
Adjustments: | ' | ' | ' | ' |
Sponsor fees | -2,514 | -2,606 | -7,911 | -7,771 |
Restructuring and tangible asset impairment charges | -22 | -1,482 | 80 | -5,050 |
Share-based compensation expense | -2,975 | -3,887 | -9,173 | -9,784 |
LIFO reserve change | -20,567 | 837 | -69,245 | -6,526 |
Loss on extinguishment of debt | ' | ' | ' | -41,796 |
Business transformation costs | -13,776 | -15,156 | -40,439 | -43,700 |
Sysco merger costs | -7,315 | ' | -27,037 | ' |
Other | -10,205 | -9,211 | -23,756 | -26,675 |
EBITDA | 162,198 | 185,114 | 448,685 | 457,899 |
Interest expense, net | -71,432 | -72,778 | -218,236 | -233,126 |
Income tax (provision) benefit | -22,628 | 6,358 | -41,151 | 6,233 |
Depreciation and amortization expense | -105,009 | -96,255 | -310,058 | -287,267 |
NET INCOME (LOSS) | ($36,871) | $22,439 | ($120,760) | ($56,261) |