Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 27, 2014 | Mar. 20, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | FALSE | |
Document Period End Date | 27-Dec-14 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | FY | |
Trading Symbol | CK0001561951 | |
Entity Registrant Name | US FOODS, INC. | |
Entity Central Index Key | 1561951 | |
Current Fiscal Year End Date | -15 | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | No | |
Entity Voluntary Filers | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 1,000 | |
Entity Public Float | $0 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 27, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ||
Cash and cash equivalents | $343,659 | $179,744 |
Accounts receivable, less allowances of $24,989 and $25,151 | 1,252,738 | 1,225,719 |
Vendor receivables, less allowances of $2,802 and $2,661 | 97,668 | 97,361 |
Inventories - net | 1,050,898 | 1,161,558 |
Prepaid expenses | 67,791 | 75,604 |
Deferred taxes | 13,557 | |
Assets held for sale | 5,360 | 14,554 |
Other current assets | 11,799 | 6,644 |
Total current assets | 2,829,913 | 2,774,741 |
PROPERTY AND EQUIPMENT - Net | 1,726,583 | 1,748,495 |
Goodwill | 3,835,477 | 3,835,477 |
OTHER INTANGIBLES - Net | 602,827 | 753,840 |
DEFERRED FINANCING COSTS | 26,144 | 39,282 |
OTHER ASSETS | 36,170 | 33,742 |
TOTAL ASSETS | 9,057,114 | 9,185,577 |
CURRENT LIABILITIES: | ||
Bank checks outstanding | 178,912 | 185,369 |
Accounts payable | 1,159,160 | 1,181,452 |
Accrued expenses and other current liabilities | 435,638 | 423,635 |
Current portion of long-term debt | 51,877 | 35,225 |
Total current liabilities | 1,825,587 | 1,825,681 |
Long-term debt | 4,696,273 | 4,735,248 |
DEFERRED TAX LIABILITIES | 420,319 | 408,153 |
OTHER LONG-TERM LIABILITIES | 450,219 | 334,808 |
Total liabilities | 7,392,398 | 7,303,890 |
COMMITMENTS AND CONTINGENCIES (See Note 21) | ||
SHAREHOLDER'S EQUITY: | ||
Common stock, $1.00 par value - authorized, issued, and outstanding, 1,000 shares | 1 | 1 |
Additional paid-in capital | 2,336,528 | 2,325,223 |
Accumulated deficit | -513,772 | -440,858 |
Accumulated other comprehensive loss | -158,041 | -2,679 |
Total shareholder's equity | 1,664,716 | 1,881,687 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | $9,057,114 | $9,185,577 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 27, 2014 | Dec. 28, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowances for accounts receivable | $24,989 | $25,151 |
Allowances for vendor receivables | $2,802 | $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) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Statement of Comprehensive Income [Abstract] | |||||||||||
NET SALES | $5,753,732 | $5,911,490 | $5,897,944 | $5,456,635 | $5,546,796 | $5,686,712 | $5,658,748 | $5,404,922 | $23,019,801 | $22,297,178 | $21,664,921 |
COST OF GOODS SOLD | 4,775,786 | 4,950,661 | 4,933,697 | 4,561,948 | 4,575,070 | 4,716,253 | 4,686,933 | 4,495,783 | 19,222,092 | 18,474,039 | 17,971,949 |
Gross profit | 977,946 | 960,829 | 964,247 | 894,687 | 971,726 | 970,459 | 971,815 | 909,139 | 3,797,709 | 3,823,139 | 3,692,972 |
OPERATING EXPENSES: | |||||||||||
Distribution, selling and administrative costs | 3,545,453 | 3,494,254 | 3,349,539 | ||||||||
Restructuring and tangible asset impairment charges | 8,386 | 8,923 | |||||||||
Total operating expenses | 864,317 | 903,640 | 899,926 | 877,570 | 863,655 | 881,600 | 871,623 | 885,762 | 3,545,453 | 3,502,640 | 3,358,462 |
OPERATING INCOME | 252,256 | 320,499 | 334,510 | ||||||||
INTEREST EXPENSE-Net | 70,966 | 71,432 | 73,626 | 73,178 | 72,961 | 72,778 | 78,522 | 81,826 | 289,202 | 306,087 | 311,812 |
Loss on extinguishment of debt | 17,829 | 23,967 | 41,796 | 31,423 | |||||||
Income (loss) before income taxes | 42,663 | -14,243 | -9,305 | -56,061 | 35,110 | 16,081 | 3,841 | -82,416 | -36,946 | -27,384 | -8,725 |
INCOME TAX PROVISION | -5,183 | 22,628 | 9,360 | 9,163 | 36,055 | -6,358 | -12,167 | 12,292 | 35,968 | 29,822 | 42,448 |
NET INCOME (LOSS) | 47,846 | -36,871 | -18,665 | -65,224 | -945 | 22,439 | 16,008 | -94,708 | -72,914 | -57,206 | -51,173 |
OTHER COMPREHENSIVE INCOME (LOSS): | |||||||||||
Changes in retirement benefit obligations, net of income tax | -155,362 | 122,963 | -14,160 | ||||||||
Changes in interest rate swap derivative, net of income tax | 542 | 17,570 | |||||||||
COMPREHENSIVE INCOME (LOSS) | ($228,276) | $66,299 | ($47,763) |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholder's Equity (USD $) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Retirement Benefit Obligation [Member] | Interest Rate Swap Derivative [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
In Thousands, except Share data | |||||||
BEGINNING BALANCE at Dec. 31, 2011 | $1,860,980 | $1 | $2,323,052 | ($332,479) | ($111,482) | ($18,112) | ($129,594) |
BEGINNING BALANCE (in shares) at Dec. 31, 2011 | 1,000 | ||||||
Proceeds from parent company common stock sales | 761 | 761 | |||||
Parent company common stock repurchased | -3,734 | -3,734 | |||||
Share-based compensation expense | 4,312 | 4,312 | |||||
Changes in retirement benefit obligations, net of income tax | -14,160 | -14,160 | -14,160 | ||||
Changes in interest rate swap derivative, net of income tax | 17,570 | 17,570 | 17,570 | ||||
Net loss | -51,173 | -51,173 | |||||
ENDING BALANCE at Dec. 29, 2012 | 1,814,556 | 1 | 2,324,391 | -383,652 | -125,642 | -542 | -126,184 |
ENDING BALANCE (in shares) at Dec. 29, 2012 | 1,000 | ||||||
Proceeds from parent company common stock sales | 1,850 | 1,850 | |||||
Parent company common stock repurchased | -9,424 | -9,424 | |||||
Share-based compensation expense | 8,406 | 8,406 | |||||
Changes in retirement benefit obligations, net of income tax | 122,963 | 122,963 | 122,963 | ||||
Changes in interest rate swap derivative, net of income tax | 542 | 542 | 542 | ||||
Net loss | -57,206 | -57,206 | |||||
ENDING BALANCE at Dec. 28, 2013 | 1,881,687 | 1 | 2,325,223 | -440,858 | -2,679 | -2,679 | |
ENDING BALANCE (in shares) at Dec. 28, 2013 | 1,000 | ||||||
Proceeds from parent company common stock sales | 197 | 197 | |||||
Parent company common stock repurchased | -628 | -628 | |||||
Share-based compensation expense | 11,736 | 11,736 | |||||
Changes in retirement benefit obligations, net of income tax | -155,362 | -155,362 | -155,362 | ||||
Net loss | -72,914 | -72,914 | |||||
ENDING BALANCE at Dec. 27, 2014 | $1,664,716 | $1 | $2,336,528 | ($513,772) | ($158,041) | ($158,041) | |
ENDING BALANCE (in shares) at Dec. 27, 2014 | 1,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | ($72,914) | ($57,206) | ($51,173) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 411,549 | 388,188 | 355,892 |
Gain on disposal of property and equipment, net | -7,688 | -1,909 | -1,493 |
Loss on extinguishment of debt | 41,796 | 31,423 | |
Tangible asset impairment charges | 1,580 | 1,860 | 7,530 |
Amortization of deferred financing costs | 18,014 | 18,071 | 18,052 |
Amortization of Senior Notes original issue premium | -3,330 | -3,330 | |
Deferred tax provision | 35,803 | 29,603 | 42,142 |
Share-based compensation expense | 11,736 | 8,406 | 4,312 |
Provision for doubtful accounts | 18,559 | 19,481 | 10,701 |
Changes in operating assets and liabilities, net of acquisitions of businesses: | |||
Increase in receivables | -47,347 | -26,581 | -56,639 |
(Increase) decrease in inventories | 105,256 | -65,427 | -214,998 |
(Increase) decrease in prepaid expenses and other assets | 1,016 | -16,486 | -758 |
Increase (decrease) in accounts payable and bank checks outstanding | -35,649 | -32,411 | 198,227 |
Increase (decrease) in accrued expenses and other liabilities | -34,395 | 18,197 | -27,299 |
Net cash provided by operating activities | 402,190 | 322,252 | 315,919 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of businesses, net | -11,369 | -106,041 | |
Proceeds from sales of property and equipment | 25,054 | 14,608 | 19,685 |
Purchases of property and equipment | -147,094 | -191,131 | -293,456 |
Insurance recoveries related to property and equipment | 4,000 | ||
Net cash provided by (used in) investing activities | -118,040 | -187,892 | -379,812 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from debt refinancing | 854,485 | 1,269,625 | |
Proceeds from other borrowings | 898,450 | 1,644,000 | 2,031,000 |
Payment for debt financing costs and fees | -421 | -29,376 | -35,088 |
Principal payments on debt and capital leases | -1,016,033 | -2,278,311 | -2,983,567 |
Repurchase of senior subordinated notes | -375,144 | -175,338 | |
Contingent consideration paid for acquisitions of businesses | -1,800 | -6,159 | |
Proceeds from parent company common stock sales | 197 | 1,850 | 761 |
Parent company common stock repurchased | -628 | -8,418 | -3,734 |
Net cash provided by (used in) financing activities | -120,235 | -197,073 | 103,659 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 163,915 | -62,713 | 39,766 |
CASH AND CASH EQUIVALENTS - Beginning of year | 179,744 | 242,457 | 202,691 |
CASH AND CASH EQUIVALENTS - End of year | 343,659 | 179,744 | 242,457 |
Cash paid during the year for: | |||
Interest (net of amounts capitalized) | 278,474 | 298,915 | 286,420 |
Income taxes paid (refunded)-net | -30 | 209 | 369 |
Property and equipment purchases included in accounts payable | 26,620 | 19,719 | 25,137 |
Capital lease additions | 96,756 | 100,804 | 21,810 |
Contingent consideration payable for acquisitions of businesses | 1,800 | 5,500 | |
Payable for repurchase of parent company common stock | $1,006 |
Overview_and_Basis_of_Presenta
Overview and Basis of Presentation | 12 Months Ended | |
Dec. 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. (“USF Holding”). | ||
Ownership —On July 3, 2007 (the “Closing Date”), USF Holding, through a wholly owned subsidiary, acquired all of our predecessor company’s common stock and certain related assets from Koninklijke Ahold N.V. (“Ahold”) for approximately $7.2 billion. Through a series of related transactions, USF Holding became our direct parent company. USF Holding is a corporation formed and controlled by investment funds associated with or designated by Clayton, Dubilier & Rice, Inc. (“CD&R”), and Kohlberg Kravis Roberts & Co. (“KKR”), (collectively the “Sponsors”). | ||
Proposed Acquisition by Sysco —On December 8, 2013, our parent company USF Holding, 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 (the “Acquisition”) on the terms and subject to the conditions set forth in the Merger Agreement. The aggregate purchase price will consist of $500 million in cash and approximately $3 billion in Sysco’s common stock, subject to possible downward adjustment pursuant to the Merger Agreement. The 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 U.S. 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, a termination fee of $300 million. | ||
On February 2, 2015, USF Holding, US Foods and certain of its subsidiaries and Sysco entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Performance Food Group, Inc. (“PFG”), through which PFG agreed to purchase, subject to the terms and conditions of the Purchase Agreement, eleven US Foods distribution centers located in the Cleveland, Ohio; Corona, California; Denver, Colorado; Kansas City, Kansas; Las Vegas, Nevada; Minneapolis, Minnesota; Phoenix, Arizona (including the Phoenix Stock Yards business); Salt Lake City, Utah; San Diego, California (including the San Diego Stock Yards business); San Francisco, California and Seattle, Washington markets, and related assets and liabilities, in connection with (and subject to) the closing of the Acquisition. The Asset Purchase Agreement contains certain termination rights, including the right for PFG to terminate if the transaction has not closed by the earlier of September 9, 2015 and the Merger Termination Date (subject to PFG’s right to extend under certain circumstances), and automatically terminates in the event the Merger Agreement terminates. The Asset Purchase Agreement provides that, upon termination under certain circumstances, PFG will be entitled to receive an aggregate termination fee of $25 million if termination occurs after May 2, 2015 and on or prior to July 6, 2015 and $50 million after July 6, 2015, with each of Sysco and US Foods responsible for one half of such aggregate termination fee. | ||
On February 19, 2015, the FTC voted by a margin of 3-2 to seek to block the Merger by filing a federal district court action in the District of Columbia for a preliminary injunction to prevent the parties from closing the Acquisition until after a full trial is conducted by a FTC Administrative Law Judge in a separate administrative action that was filed concurrently by the FTC. Sysco issued a press release, announcing that it will contest the FTC’s attempt to block the proposed Acquisition. The preliminary injunctive hearing in federal court is scheduled to commence on May 5, 2015 and conclude no later than May 13, 2015. The FTC administrative trial is scheduled to commence on July 21, 2015. | ||
On March 6, 2015, Sysco notified USF Holding of its decision to extend the termination date of the Merger Agreement for sixty days, from the then current termination date of March 8, 2015, to May 7, 2015. Provided all of the conditions to closing, other than termination of the waiting period of the HSR Act, have been satisfied, either party may extend the termination date in 60 day intervals from May 7, 2015 to September 8, 2015. | ||
Business Description—US Foods markets and distributes fresh, frozen and dry food and non-food products to foodservice customers throughout the United States. These include independently owned single and multi-location restaurants, regional concepts, national chains, hospitals, nursing homes, hotels and motels, country clubs, fitness centers, government and military organizations, colleges and universities, and retail locations. | ||
Basis of Presentation—The Company operates on a 52-53 week fiscal year, with all periods ending on a Saturday. When a 53-week fiscal year occurs, we report the additional week in the fourth quarter. The fiscal years ended December 27, 2014, December 28, 2013 and December 29, 2012, are also referred to herein as fiscal years 2014, 2013 and 2012, respectively. The consolidated financial statements representing the 52-week fiscal year 2014 are for the period of December 29, 2013 through December 27, 2014. The consolidated financial statements representing the 52-week fiscal year 2013 are for the period of December 30, 2012 through December 28, 2013. The consolidated financial statements representing the 52-week fiscal year 2012 are for the period of January 1, 2012 through December 29, 2012. | ||
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. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 27, 2014 | ||
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Principles of Consolidation—Consolidated financial statements include the accounts of US Foods and its 100% owned subsidiaries. All intercompany transactions have been eliminated in consolidation. | ||
Use of Estimates—Consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). This requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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, accounts receivable-related allowance, vendor consideration, self-insurance programs, and income taxes. | ||
Cash and Cash Equivalents—The Company considers all highly liquid investments purchased with a maturity of three or fewer months to be cash equivalents. | ||
Accounts Receivable—Accounts receivable primarily represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not bear interest. Receivables are presented net of the allowance for doubtful accounts in the accompanying Consolidated Balance Sheets. The Company evaluates the collectability of its accounts receivable and determines the appropriate reserve for doubtful accounts based on a combination of factors. When we are aware of a customer’s inability to meet its financial obligation, a specific allowance for doubtful accounts is recorded, reducing the receivable to the net amount we reasonably expect to collect. In addition, allowances are recorded for all other receivables based on analyzing historic collection trends, write-offs and the aging of receivables. The Company uses specific criteria to determine uncollectible receivables to be written off, including bankruptcy, accounts referred to outside parties for collection, and accounts past due over specified periods. If the financial condition of the Company’s customers were to deteriorate, additional allowances may be required. | ||
Vendor Consideration and Receivables —The Company participates in various rebate and promotional incentives with its suppliers, primarily through purchase-based programs. Consideration earned under these incentives is recorded as a reduction of inventory cost, as the Company’s obligations under the programs are fulfilled primarily when products are purchased. Consideration is typically received in the form of invoice deductions, or less often in the form of cash payments. Changes in the estimated amount of incentives earned are treated as changes in estimates and are recognized in the period of change. | ||
Vendor consideration is typically deducted from invoices or collected in cash within 30 days of being earned, if not sooner. Vendor receivables primarily represent the uncollected balance of the vendor consideration. Due to the process of primarily collecting the consideration by deducting it from the amounts due to the vendor, the Company does not experience significant collectability issues. The Company evaluates the collectability of its vendor receivables based on specific vendor information and vendor collection history. | ||
Inventories —The Company’s inventories—consisting mainly of food and other foodservice-related products—are considered finished goods. Inventory costs include the purchase price of the product and freight charges to deliver it to the Company’s warehouses, and are net of certain cash or non-cash consideration received from vendors (see “Vendor Consideration and Receivables”). The Company assesses the need for valuation allowances for slow-moving, excess and obsolete inventories by estimating the net recoverable value of such goods based upon inventory category, inventory age, specifically identified items and overall economic conditions. | ||
The Company records inventories at the lower of cost or market using the last-in, first-out (“LIFO”) method. The base year values of beginning and ending inventories are determined using the inventory price index computation method. This “links” current costs to original costs in the base year when the Company adopted LIFO. During 2014, inventory quantities were reduced resulting in the liquidation of certain quantities carried at lower costs in prior years. As a result of this LIFO liquidation, cost of sales decreased $7 million in 2014. There were no LIFO inventory liquidations in 2013 and 2012. | ||
At December 27, 2014 and December 28, 2013, the LIFO balance sheet reserves were $208 million and $148 million, respectively. As a result of net changes in LIFO reserves, cost of goods sold increased $60 million, $12 million and $13 million for fiscal years 2014, 2013 and 2012, respectively. For 2014, the $60 million increase in cost of goods sold due to the 2014 change in LIFO reserves is net of the $7 million decrease in cost of goods sold resulting from the LIFO liquidation. | ||
Property and Equipment—Property and equipment are stated at cost. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to 40 years. Property and equipment under capital leases and leasehold improvements are amortized on a straight-line basis over the shorter of the remaining terms of the leases or the estimated useful lives of the assets. | ||
Routine maintenance and repairs are charged to expense as incurred. Applicable interest charges incurred during the construction of new facilities or development of software for internal use are capitalized as one of the elements of cost and are amortized over the useful life of the respective assets. | ||
Property and equipment held and used by the Company are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. For purposes of evaluating the recoverability of property and equipment, the Company compares the carrying value of the asset or asset group to the estimated, undiscounted future cash flows expected to be generated by the long-lived asset or asset group. If the future cash flows included in a long-lived asset recoverability test do not exceed the carrying value, the carrying value is compared to the fair value of such asset. If the carrying value exceeds the fair value, an impairment charge is recorded for the excess. | ||
The Company also assesses the recoverability of its closed facilities actively marketed for sale. If a facility’s carrying value exceeds its fair value, less an estimated cost to sell, an impairment charge is recorded for the 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 13 – Restructuring and Tangible Asset Impairment Charges for a discussion of our long-lived asset impairment charges. | ||
Goodwill and Other Intangible Assets—Goodwill and Other intangible assets include the cost of the acquired business in excess of the fair value of the net tangible assets recorded in connection with acquisitions. Other intangible assets include customer relationships, the brand names comprising our portfolio of exclusive brands, and trademarks. As required, we assess Goodwill and Other intangible assets with indefinite lives for impairment annually, or more frequently if events occur that indicate an asset may be impaired. For goodwill and indefinite-lived intangible assets, our policy is to assess for impairment at the beginning of each fiscal third quarter. For other intangible assets with finite lives, we assess for impairment only if events occur that indicate that the carrying amount of an asset may not be recoverable. All goodwill is assigned to the consolidated Company as the reporting unit. | ||
Self-Insurance Programs—The Company accrues estimated liability amounts for claims covering general liability, fleet liability, workers’ compensation, and group medical insurance programs. The amounts in excess of certain levels are fully insured. The Company accrues its estimated liability for the self-insured medical insurance program, including an estimate for incurred but not reported claims, based on known claims and past claims history. The Company accrues an estimated liability for the general liability, fleet liability and workers’ compensation programs. This is based on an assessment of exposure related to known claims and incurred but not reported claims, as applicable. The inherent uncertainty of future loss projections could cause actual claims to differ from our estimates. These accruals are included in Accrued expenses and Other long-term liabilities in the Consolidated Balance Sheets. | ||
Share-Based Compensation—Certain employees participate in the 2007 Stock Incentive Plan for Key Employees of USF Holding and its Affiliates, as amended (“Stock Incentive Plan”), which allows purchases of shares of USF Holding common stock, grants of restricted stock and restricted stock units of USF Holding, and grants of options exercisable in USF Holding common stock. The Company measures compensation expense for stock-based option awards at fair value at the date of grant, and it recognizes compensation expense over the service period for stock-based awards expected to vest. USF Holding contributes shares to the Company for employee purchases and upon exercise of options or grants of restricted stock and restricted stock units. | ||
Business Acquisitions—The Company accounts for business acquisitions under the acquisition method, in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition. The operating results of the acquired companies are included in the Company’s consolidated financial statements from the date of acquisition. | ||
Revenue Recognition — The Company recognizes revenue from the sale of product when 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. | ||
Shipping and Handling Costs—Shipping and handling costs—which include costs related to the selection of products and their delivery to customers—are recorded as a component of Distribution, selling and administrative costs. Shipping and handling costs were $1.5 billion for each of the 2014, 2013 and 2012 fiscal years. | ||
Income Taxes—The Company accounts for income taxes under the asset and liability method. This requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the consolidated financial statements and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income during the period that includes the enactment date. Net deferred tax assets are recorded to the extent the Company believes these assets will more likely than not be realized. | ||
An uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Uncertain tax positions are recorded at the largest amount that is more likely than not to be sustained. The Company adjusts the amounts recorded for uncertain tax positions when its judgment changes, as a result of evaluating new information not previously available. These differences are reflected as increases or decreases to income tax expense in the period in which they are determined. | ||
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. | ||
Despite ongoing 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 is depreciating the asset balance over its estimated useful life and reduces the capital lease and purchase obligation as payments are made. | ||
Derivative Financial Instruments—The Company has used interest rate swap agreements in the past to manage its exposure to interest rate movements on its variable-rate term loan obligation. It is not currently party to any interest rate swap agreements. | ||
In the normal course of business, the Company enters into forward purchase agreements to procure fuel, electricity and product commodities related to its business. These agreements often meet the definition of a derivative. However, in these cases, the Company has elected to apply the normal purchase and sale exemption available under derivatives accounting literature, and these agreements are not recorded at fair value. | ||
Concentration Risks—Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash equivalents and accounts receivable. The Company’s cash equivalents are invested primarily in money market funds at major financial institutions. Credit risk related to accounts receivable is dispersed across a larger number of customers located throughout the United States. The Company attempts to reduce credit risk through initial and ongoing credit evaluations of its customers’ financial condition. There were no receivables from any one customer representing more than 5% of our consolidated gross accounts receivable at December 27, 2014 and December 28, 2013. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 12 Months Ended | |
Dec. 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 | 12 Months Ended | ||||||||||||||||
Dec. 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 that are observable either directly or indirectly, or other inputs that are observable or can be corroborated by observable market data | ||||||||||||||||
• | Level 3—unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||||||||||||||||
Any transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy will be recognized as of the end of the reporting period in which the transfer occurs. There were no transfers between fair value levels in any of the periods presented below. | |||||||||||||||||
The Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis as of December 27, 2014 and December 28, 2013, aggregated by the level in the fair value hierarchy within which those measurements fall, are as follows (in thousands): | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Recurring fair value measurements: | |||||||||||||||||
Money market funds | $ | 231,600 | $ | — | $ | — | $ | 231,600 | |||||||||
Balance at December 27, 2014 | $ | 231,600 | $ | — | $ | — | $ | 231,600 | |||||||||
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 December 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 $231 million and $64 million at December 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. The Company estimates 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 21—Commitments and Contingencies. No impairments to the Company’s Property and equipment – net 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 2014 and 2013 fiscal years. 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, trade accounts payable, and accrued expenses approximate their fair values, due to their short-term maturities. | |||||||||||||||||
The fair value of total debt approximated $4.8 billion and $4.9 billion as compared to its aggregate carrying value of $4.7 billion and $4.8 billion as of December 27, 2014 and December 28, 2013, respectively. Fair value of the Company’s debt is primarily classified under Level 3 of the fair value hierarchy, with fair value estimated based upon a combination of the cash flows expected 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 December 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 11—Debt for a further description of the Senior Notes. |
Allowance_for_Doubtful_Account
Allowance for Doubtful Accounts | 12 Months Ended | ||||||||||||
Dec. 27, 2014 | |||||||||||||
Receivables [Abstract] | |||||||||||||
Allowance for Doubtful Accounts | 5 | ALLOWANCE FOR DOUBTFUL ACCOUNTS | |||||||||||
A summary of the activity in the allowance for doubtful accounts for the last three fiscal years is as follows (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance at beginning of year | $ | 25,151 | $ | 25,606 | $ | 35,100 | |||||||
Charged to costs and expenses | 18,559 | 19,481 | 10,701 | ||||||||||
Customer accounts written off—net of recoveries | (18,721 | ) | (19,936 | ) | (20,195 | ) | |||||||
Balance at end of year | $ | 24,989 | $ | 25,151 | $ | 25,606 | |||||||
This table does not include the vendor receivable related allowance for doubtful accounts of $3 million, $3 million and $4 million at December 27, 2014, December 28, 2013 and December 29, 2012, respectively. |
Accounts_Receivable_Financing_
Accounts Receivable Financing Program | 12 Months Ended | |
Dec. 27, 2014 | ||
Text Block [Abstract] | ||
Accounts Receivable Financing Program | 6 | ACCOUNTS RECEIVABLE FINANCING PROGRAM |
Under its accounts receivable financing program (“2012 ABS Facility”), the Company and certain of its subsidiaries sell—on a revolving basis—their eligible receivables to a 100% owned, special purpose, bankruptcy remote subsidiary (the “Receivables Company”). This subsidiary, in turn, grants a continuing security interest in all of its rights, title and interest in the eligible receivables to the administrative agent for the benefit of the lenders (as defined by the 2012 ABS Facility). The Company consolidates the Receivables Company and, consequently, the transfer of the receivables is a transaction internal to the Company and the receivables have not been derecognized from the Company’s Consolidated Balance Sheets. On a daily basis, cash from accounts receivable collections is remitted to the Company as additional eligible receivables are sold to the Receivables Company. If, on a weekly settlement basis, there are not sufficient eligible receivables available as collateral, the Company is required to either provide cash collateral to cover the shortfall or, in lieu of providing cash collateral to cover the shortfall, it can pay down its borrowings on the 2012 ABS Facility. Due to sufficient eligible receivables available as collateral, no cash collateral was held at December 27, 2014 or December 28, 2013. | ||
The maximum capacity under the 2012 ABS Facility is $800 million. Borrowings under the 2012 ABS Facility were $636 million and $686 million at December 27, 2014 and December 28, 2013, respectively. Included in the Company’s accounts receivable balance as of December 27, 2014 and December 28, 2013 were $941 million and $930 million, respectively, of receivables held as collateral in support of the 2012 ABS Facility. See Note 11—Debt for a further description of the 2012 ABS Facility. |
Restricted_Cash
Restricted Cash | 12 Months Ended | |
Dec. 27, 2014 | ||
Cash and Cash Equivalents [Abstract] | ||
Restricted Cash | 7 | 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 December 27, 2014 and December 28, 2013, respectively. This restricted cash primarily represents security deposits and escrow amounts related to certain properties collateralizing the commercial mortgage-backed securities loan facility (“CMBS Fixed Facility”). See Note 11—Debt for a further description of the CMBS Fixed Facility. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||||
Dec. 27, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Property and Equipment | 8 | PROPERTY AND EQUIPMENT | |||||||||
Property and equipment consisted of the following (in thousands): | |||||||||||
December 27, | December 28, | Range of | |||||||||
2014 | 2013 | Useful Lives | |||||||||
Land | $ | 291,871 | $ | 287,385 | |||||||
Buildings and building improvements | 1,055,936 | 1,052,355 | 10–40 years | ||||||||
Transportation equipment | 651,184 | 586,376 | 5–10 years | ||||||||
Warehouse equipment | 300,760 | 278,732 | 5–12 years | ||||||||
Office equipment, furniture and software | 622,296 | 532,389 | 3–7 years | ||||||||
Construction in process | 117,125 | 104,717 | |||||||||
3,039,172 | 2,841,954 | ||||||||||
Less accumulated depreciation and amortization | (1,312,589 | ) | (1,093,459 | ) | |||||||
Property and equipment—net | $ | 1,726,583 | $ | 1,748,495 | |||||||
Transportation equipment included $163 million and $94 million of capital lease assets at December 27, 2014, and December 28, 2013, respectively. Buildings and building improvements included $33 million of capital lease assets at December 27, 2014 and December 28, 2013. Accumulated amortization of capital lease assets was $36 million and $14 million at December 27, 2014 and December 28, 2013, respectively. Interest capitalized was $2 million in 2014 and 2013. | |||||||||||
Depreciation and amortization expense of property and equipment—including amortization of capital lease assets—was $261 million, $240 million and $217 million for the fiscal years 2014, 2013 and 2012, respectively. |
Goodwill_and_Other_Intangibles
Goodwill and Other Intangibles | 12 Months Ended | ||||||||
Dec. 27, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Goodwill and Other Intangibles | 9 | GOODWILL AND OTHER INTANGIBLES | |||||||
Goodwill and Other intangible assets include the cost of acquired businesses in excess of the fair value of the tangible net assets recorded in connection with acquisitions. Other intangible assets include customer relationships, the brand names comprising our portfolio of exclusive brands, and trademarks. Brand names and trademarks are indefinite-lived intangible assets and, accordingly, are not subject to amortization. | |||||||||
Customer relationship intangible assets have definite lives, so they are carried at the acquired fair value less accumulated amortization. Customer relationship intangible assets are amortized on a straight-line basis over the estimated useful lives (four to 10 years) and amortization expense was $151 million, $147 million and $139 million for the fiscal years ended 2014, 2013 and 2012, respectively. The weighted-average remaining useful life of all customer relationship intangibles was approximately two years at December 27, 2014. Amortization of these customer relationship assets is estimated to be $146 million in 2015, $140 million in 2016, and $63 million in 2017. | |||||||||
Goodwill and other intangibles, net, consisted of the following (in thousands): | |||||||||
December 27, | December 28, | ||||||||
2014 | 2013 | ||||||||
Goodwill | $ | 3,835,477 | $ | 3,835,477 | |||||
Customer relationships—amortizable: | |||||||||
Gross carrying amount | $ | 1,376,094 | $ | 1,377,663 | |||||
Accumulated amortization | (1,026,680 | ) | (877,396 | ) | |||||
Net carrying value | 349,414 | 500,267 | |||||||
Noncompete agreement—amortizable: | |||||||||
Gross carrying amount | 800 | 800 | |||||||
Accumulated amortization | (187 | ) | (27 | ) | |||||
Net carrying value | 613 | 773 | |||||||
Brand names and trademarks—not amortizing | 252,800 | 252,800 | |||||||
Total other intangibles—net | $ | 602,827 | $ | 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, the Company assesses Goodwill and Other intangible assets with indefinite lives for impairment annually, or more frequently if events occur that indicate an asset may be impaired. For Goodwill and indefinite-lived intangible assets, the Company’s policy is to assess for impairment 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 its 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 24—Business Segment Information. The Company’s 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, the Company 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 its fiscal 2014 annual goodwill impairment analysis, the Company believes the fair value of its reporting unit exceeded its carrying value. | |||||||||
The Company’s 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 its fiscal 2014 annual impairment analysis, the Company believes the fair value of its brand name and trademark indefinite-lived intangible assets exceeded their carrying values. | |||||||||
Due to the many variables inherent in estimating fair value and the relative size of the recorded indefinite-lived intangible assets, differences in assumptions may have a material effect on the results of our impairment analysis. |
Assets_Held_for_Sale
Assets Held for Sale | 12 Months Ended | ||||||||
Dec. 27, 2014 | |||||||||
Text Block [Abstract] | |||||||||
Assets Held for Sale | 10 | ASSETS HELD FOR SALE | |||||||
The Company classifies its closed facilities as Assets held for sale at the time management commits to a plan to sell the facility and it is unlikely the plan will be changed, the facility is actively marketed and available for immediate sale, and the sale is expected to be completed within one year. Due to market conditions, certain facilities may be classified as Assets held for sale for more than one year as the Company continues to actively market the facilities at reasonable prices. For all properties held for sale, the Company has exited operations from the facilities and, thus, the properties are no longer productive assets. Further, the Company has no history of changing its plan to dispose of a facility once the decision has been made. At December 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 changes in Assets held for sale for fiscal years 2014 and 2013 were as follows (in thousands): | |||||||||
2014 | 2013 | ||||||||
Balance at beginning of year | $ | 14,554 | $ | 23,193 | |||||
Transfers in | 6,700 | 4,193 | |||||||
Assets sold | (14,314 | ) | (10,972 | ) | |||||
Tangible asset impairment charges | (1,580 | ) | (1,860 | ) | |||||
Balance at end of the year | $ | 5,360 | $ | 14,554 | |||||
During 2014, four distribution facilities were closed and reclassified to Assets held for sale. Additionally five facilities classified as Assets held for sale were sold for proceeds of $19 million. The Company recognized a net gain of $5 million on sold facilities in 2014. | |||||||||
During 2013, the Company reclassified an idle facility to Assets held for sale. Additionally, it sold four facilities previously classified as Assets held for sale for net proceeds of $11 million, which approximated their carrying values. | |||||||||
As discussed in Note 4—Fair Value Measurements, during 2014 and 2013, certain Assets held for sale were adjusted to equal their estimated fair value, less costs to sell. This resulted in tangible asset impairment charges of $2 million in fiscal 2014 and 2013. | |||||||||
In the first quarter of fiscal 2015, a distribution facility held for sale at December 27, 2014 was sold for a minimal gain. |
Debt
Debt | 12 Months Ended | ||||||||||||||
Dec. 27, 2014 | |||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||
Debt | 11 | DEBT | |||||||||||||
The Company’s debt consisted of the following (in thousands): | |||||||||||||||
Contractual | Interest Rate at | December 27, | December 28, | ||||||||||||
Maturity | December 27, | 2014 | 2013 | ||||||||||||
2014 | |||||||||||||||
Debt Description | |||||||||||||||
ABL Facility | May 11, 2016 | — | $ | — | $ | 20,000 | |||||||||
2012 ABS Facility | May 11, 2016 | 1.21 | % | 636,000 | 686,000 | ||||||||||
Amended 2011 Term Loan | March 31, 2019 | 4.5 | 2,073,750 | 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 | 189,232 | 116,662 | |||||||||||
Other debt | 2018–2031 | 5.75 - 9.00 | 11,795 | 12,359 | |||||||||||
Total debt | 4,733,168 | 4,752,162 | |||||||||||||
Add unamortized premium | 14,982 | 18,311 | |||||||||||||
Less current portion of long-term debt | (51,877 | ) | (35,225 | ) | |||||||||||
Long-term debt | $ | 4,696,273 | $ | 4,735,248 | |||||||||||
As of December 27, 2014, $2,024 million of the total debt was at a fixed rate and $2,709 million was at a floating rate. | |||||||||||||||
Principal payments to be made on outstanding debt as of December 27, 2014, were as follows (in thousands): | |||||||||||||||
2015 | $ | 51,877 | |||||||||||||
2016 | 683,907 | ||||||||||||||
2017 | 521,645 | ||||||||||||||
2018 | 63,659 | ||||||||||||||
2019 | 3,367,439 | ||||||||||||||
Thereafter | 44,641 | ||||||||||||||
$ | 4,733,168 | ||||||||||||||
Revolving Credit Agreement | |||||||||||||||
The Company’s asset backed senior secured revolving loan facility (“ABL Facility”) provides for loans of up to $1,100 million, with its capacity limited by borrowing base calculations. As of December 27, 2014, the Company had no outstanding borrowings, but had issued Letters of Credit totaling $335 million under the ABL Facility. Outstanding Letters of Credit included 1) $83 million issued in favor of Ahold to secure their contingent exposure under guarantees of our obligations with respect to certain leases, 2) $242 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 $765 million at December 27, 2014, according to the borrowing base calculation. As of December 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%. The weighted-average interest rate for the ABL Facility was 3.69% for 2014 and 3.50% for 2013. | |||||||||||||||
Accounts Receivable Financing Program | |||||||||||||||
Under the 2012 ABS Facility, the Company and certain of its subsidiaries sell—on a revolving basis—their eligible receivables to a 100% owned, special purpose, bankruptcy remote subsidiary of the Company (the “Receivables Company”). This subsidiary, in turn, grants a continuing security interest in all of its rights, title and interest in the eligible receivables to the administrative agent for the benefit of the lenders (as defined by the 2012 ABS Facility). The maximum capacity under the 2012 ABS Facility is $800 million. Borrowings under the 2012 ABS Facility were $636 million and $686 million at December 27, 2014 and December 28, 2013, respectively. The Company, at its option, can request additional borrowings up to the maximum commitment, provided sufficient eligible receivables are available as collateral. There was available capacity on the 2012 ABS Facility of $64 million at December 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 6—Accounts Receivable Financing Program for a further description of the Company’s Accounts Receivable Financing Program. The weighted-average interest rate for the 2012 ABS Facility was 1.43% for 2014 and 1.55% for 2013. The 2012 ABS Facility replaced the Company’s former ABS facility. See “Debt Refinancing Transactions” discussed below. | |||||||||||||||
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. There were no other significant changes to the 2012 ABS Facility. The Company incurred less than $1 million of costs and fees related to the 2012 ABS Facility amendment. See Note 6—Accounts Receivable Financing Program for a further description of the Company’s Accounts Receivable Financing Program. | |||||||||||||||
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 $2,074 million at December 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 at maturity. The Amended 2011 Term Loan may require mandatory repayments if certain assets are sold, or based on excess cash flow generated by the Company, as defined in the agreement. At December 27, 2014, entities affiliated with KKR held $284 million of the Company’s Amended 2011 Term Loan debt. The interest rate for all borrowings on the Amended 2011 Term Loan was 4.5%—the LIBOR floor of 1.0% plus 3.5%—for all periods in 2014 and 2013. | |||||||||||||||
The term loan agreement was amended during 2013 and 2012. See “Debt Refinancing Transactions” discussed below. | |||||||||||||||
Senior Notes | |||||||||||||||
The unsecured Senior Notes, with outstanding principal of $1,350 million at December 27, 2014, bear interest at 8.5%. There was unamortized issue premium associated with the Senior Notes issuances of $15 million at December 27, 2014. The premium is amortized as a decrease to Interest expense over the remaining life of the debt facility. At December 27, 2014, entities affiliated with KKR held $2 million of the Company’s Senior Notes. In February 2015, the Company purchased all of the Senior Notes held by the entities affiliated with KKR, as further discussed in Note 14—Related Party Transactions. | |||||||||||||||
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 14—Related Party Transactions for a discussion of Senior Notes Indenture amendment fees paid by Sysco. | |||||||||||||||
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%. Obligations under capital leases consist of amounts due for transportation equipment and building leases. | |||||||||||||||
Other debt consists of industrial revenue bonds and miscellaneous debt obligations. | |||||||||||||||
Debt Refinancing Transactions | |||||||||||||||
In 2013 and 2012, the Company entered into a series of transactions to refinance debt facilities and extend debt maturity dates, including the following transactions: | |||||||||||||||
2013 Refinancing | |||||||||||||||
• | In June 2013, the Company refinanced its term loan agreements. The aggregate principal outstanding of the 2011 Term Loan was increased to $2,100 million, and the maturity date of the loan facility was extended from March 31, 2017 to March 31, 2019. The Amended 2011 Term Loan facility refinanced an aggregate of $2,091 million in principal under the Company’s Amended 2007 Term Loan and 2011 Term Loan facilities. Continuing lenders refinanced an aggregate of $1,634 million in principal of Term Loan debt. They also purchased $371 million in principal of Term Loan debt from lenders electing not to participate in, or electing to decrease their holdings in, the Amended 2011 Term Loan facility. Additionally, the Company sold $95 million in principal of the Amended 2011 Term Loan to new lenders. | ||||||||||||||
The Company performed an analysis by creditor to determine if the terms of the Amended 2011 Term Loan were substantially different from the previous term loan facilities. Based upon the analysis, it was determined that continuing lenders holding a significant portion of the Amended 2011 Term Loan had terms that were substantially different from their original loan agreements. As a result, this portion of the transaction was accounted for as an extinguishment of debt and the contemporaneous acquisition of new debt. Lenders holding the remaining portion of the Amended 2011 Term Loan had terms that were not substantially different from their original loan agreements and, as a consequence, this portion of the transaction was accounted for as a debt modification as opposed to an extinguishment of debt. | |||||||||||||||
• | In January 2013, the Company redeemed the remaining $355 million in aggregate principal amount of its 11.25% Senior Subordinated Notes (“Senior Subordinated Notes”) due June 30, 2017. This was done at a price equal to 105.625% of the principal amount of the Senior Subordinated Notes, plus accrued and unpaid interest to the redemption date. An entity affiliated with CD&R held all of the redeemed Senior Subordinated Notes. To fund the redemption of these notes, the Company issued $375 million in principal amount of its Senior Notes at a price equal to 103.5% of the principal amount, for gross proceeds of $388 million. | ||||||||||||||
The 2013 refinancing resulted in a loss on extinguishment of debt of $42 million. That consisted of a $20 million Senior Subordinated Notes early redemption premium, a write-off of $13 million of unamortized debt issuance costs related to the old debt facilities, and $9 million of lender fees and third party costs related to these transactions. Unamortized debt issuance costs of $6 million related to the portion of the Term Loan refinancing accounted for as a debt modification will be carried forward and amortized through March 31, 2019—the maturity date of the Amended 2011 Term Loan. | |||||||||||||||
2012 Refinancing | |||||||||||||||
• | In 2012, the Company entered into two transactions to amend its 2007 Term Loan, originally scheduled to mature on July 3, 2014. Holders of $1,691 million in principal of the 2007 Term Loan consented to extend the maturity date from July 3, 2014, to March 31, 2017. The Company repaid $249 million in principal of the 2007 Term Loan to lenders not consenting to extend their term loan holdings. The transactions did not require repayment and the receipt of new proceeds for the $1,691 million of extended 2007 Term Loan principal. | ||||||||||||||
We performed an analysis by creditor to determine if the terms of the Amended 2007 Term Loan were substantially different from the previous facility. Continuing lenders holding a significant portion of the Amended 2007 Term Loan had terms that were substantially different from their original loan agreements. As a result, this portion of the transaction was accounted for as an extinguishment of debt and the contemporaneous acquisition of new debt. Lenders holding the remaining portion of the Amended 2007 Term Loan had terms that were not substantially different from their original loan agreements. As a consequence, this portion of the transaction was accounted for as a debt modification as opposed to an extinguishment of debt. | |||||||||||||||
• | In December 2012, the Company redeemed $166 million in principal of its Senior Subordinated Notes with proceeds from the issuance of $175 million in principal of Senior Notes. The Senior Notes were issued at 101.5% for gross proceeds of $178 million. An entity affiliated with CD&R held all of the redeemed Senior Subordinated Notes. | ||||||||||||||
• | In August 2012, the Company entered into a new ABS loan facility— the 2012 ABS Facility. The Company borrowed $686 million under the 2012 ABS Facility and used the proceeds to repay all amounts due on its previous ABS Facility. A portion of the lenders under the 2012 ABS Facility were also lenders under the previous ABS Facility. Since the terms of the 2012 ABS Facility were not substantially different from the previous facility, the portion of the 2012 ABS Facility pertaining to those continuing lenders was accounted for as a debt modification versus an extinguishment of debt. | ||||||||||||||
The 2012 refinancing resulted in a loss on extinguishment of debt of $31 million. This consisted of $12 million of lender fees and third party costs related to the transactions, a write-off of $10 million of unamortized debt issuance costs related to the old debt facilities, and a $9 million Senior Subordinated Notes early redemption premium. | |||||||||||||||
Refinancing Transaction Costs | |||||||||||||||
The Company incurred transaction costs of $29 million and $35 million related to the 2013 and 2012 debt refinancing transactions, respectively. Transaction costs primarily consisted of loan fees, arrangement fees, rating agency fees and legal fees. | |||||||||||||||
Security Interests | |||||||||||||||
Substantially all of our assets are pledged under the various debt agreements. Debt under the 2012 ABS Facility is secured by certain designated receivables and, in certain circumstances, by restricted cash. The ABL Facility is secured by certain other designated receivables not pledged under the 2012 ABS Facility, 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 or 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 December 27, 2014, nine properties remain in a special purpose, bankruptcy remote subsidiary, and are not pledged as collateral under any of the Company’s debt agreements. | |||||||||||||||
Restrictive Covenants | |||||||||||||||
Our credit facilities, loan agreements and indentures contain customary covenants. These include, among other things, covenants that restrict our ability to incur certain additional indebtedness, create or permit liens on assets, pay dividends, or engage in mergers or consolidations. Certain debt agreements also contain various and customary events of default with respect to the loans. Those include, without limitation, the failure to pay interest or principal when it is due under the agreements, cross default provisions, the failure of representations and warranties contained in the agreements to be true, and certain insolvency events. If a default event occurs and continues, the principal amounts outstanding—together with all accrued unpaid interest and other amounts owed—may be declared immediately due and payable by the lenders. Were such an event to occur, the Company would be forced to seek new financing that may not be on as favorable terms as its current facilities. The Company’s ability to refinance its indebtedness on favorable terms—or at all—is directly affected by the current economic and financial conditions. In addition, the Company’s ability to incur secured indebtedness (which may enable it to achieve more favorable terms than the incurrence of unsecured indebtedness) depends in part on the value of its assets. This, in turn, relies on the strength of its cash flows, results of operations, economic and market conditions and other factors. |
Accrued_Expenses_and_Other_Lon
Accrued Expenses and Other Long-Term Liabilities | 12 Months Ended | ||||||||||||
Dec. 27, 2014 | |||||||||||||
Payables and Accruals [Abstract] | |||||||||||||
Accrued Expenses and Other Long-Term Liabilities | 12 | ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES | |||||||||||
Accrued expenses and other long-term liabilities consisted of the following (in thousands): | |||||||||||||
December 27, | December 28, | ||||||||||||
2014 | 2013 | ||||||||||||
Accrued expenses and other current liabilities: | |||||||||||||
Salary, wages and bonus expenses | $ | 129,887 | $ | 110,427 | |||||||||
Operating expenses | 46,845 | 61,500 | |||||||||||
Workers’ compensation, general liability and fleet liability | 45,264 | 42,204 | |||||||||||
Group medical liability | 20,183 | 20,379 | |||||||||||
Customer rebates and other selling expenses | 65,052 | 63,038 | |||||||||||
Restructuring | 9,792 | 13,184 | |||||||||||
Property and sales tax | 19,224 | 22,526 | |||||||||||
Interest payable | 69,465 | 70,702 | |||||||||||
Deferred tax liabilities | 10,079 | — | |||||||||||
Other | 19,847 | 19,675 | |||||||||||
Total accrued expenses and other current liabilities | $ | 435,638 | $ | 423,635 | |||||||||
Other long-term liabilities: | |||||||||||||
Workers’ compensation, general liability and fleet liability | $ | 115,640 | $ | 111,364 | |||||||||
Accrued pension and other postretirement benefit obligations | 227,106 | 100,393 | |||||||||||
Restructuring | 47,089 | 58,034 | |||||||||||
Unfunded lease obligation | 31,422 | 33,404 | |||||||||||
Other | 28,962 | 31,613 | |||||||||||
Total Other long-term liabilities | $ | 450,219 | $ | 334,808 | |||||||||
Self-Insured Liabilities—The Company has a self-insurance program for general liability, fleet liability and workers’ compensation claims. Claims in excess of certain levels are fully insured. The self-insurance liabilities, included in the table above under “Workers’ compensation, general liability and fleet liability,” are recorded at discounted present value. This table summarizes self-insurance liability activity for the last three fiscal years (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance at beginning of the year | $ | 153,568 | $ | 159,469 | $ | 175,891 | |||||||
Charged to costs and expenses | 65,025 | 56,526 | 37,763 | ||||||||||
Payments | (57,689 | ) | (62,427 | ) | (54,185 | ) | |||||||
Balance at end of the year | $ | 160,904 | $ | 153,568 | $ | 159,469 | |||||||
Restructuring_and_Tangible_Ass
Restructuring and Tangible Asset Impairment Charges | 12 Months Ended | ||||||||||||
Dec. 27, 2014 | |||||||||||||
Restructuring and Related Activities [Abstract] | |||||||||||||
Restructuring and Tangible Asset Impairment Charges | 13 | RESTRUCTURING AND TANGIBLE ASSET IMPAIRMENT CHARGES | |||||||||||
The Company periodically closes distribution facilities, because it has built new ones or to consolidate operations. Additionally, as part of its ongoing efforts to reduce costs and improve operating efficiencies, the Company continues to implement its plan to migrate from a decentralized to a functionalized organization, with more processes and technologies standardized and centralized across the Company. During all periods presented, the Company incurred restructuring costs as a result of these activities. | |||||||||||||
2014 Activities—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 favorable impacts of changes in estimated provisions for unused leases and severance costs of $2 million. | |||||||||||||
2013 Activities—During 2013, the Company recognized Restructuring and tangible asset impairment charges of $8 million. The Company announced the closing of three distribution facilities that ceased operations in 2014. These actions resulted in $4 million of severance and related costs. Also during 2013, certain Assets held for sale were adjusted to equal their estimated fair value, less costs to sell, resulting in tangible asset impairment charges of $2 million. In addition, the Company incurred $2 million of other severance costs, including $1 million for a multiemployer pension withdrawal liability. | |||||||||||||
2012 Activities—During 2012, the Company recognized Restructuring and tangible asset impairment charges of $9 million. The Company announced the closing of four facilities, including three distribution facilities and one administrative support facility. The closed facilities ceased operations in 2012 and were consolidated into other Company locations. The closing of the four facilities resulted in $5 million of tangible asset impairment charges to property and equipment, and minimal severance and related costs. | |||||||||||||
During 2012, the Company recognized $3 million of net severance and related costs for initiatives to reorganize our business along functional lines and optimize processes and systems. Also, certain Assets held for sale were adjusted to equal their estimated fair value, less costs to sell, resulting in tangible asset impairment charges of $2 million. Additionally, the Company reversed $2 million of liabilities for unused leased facilities. | |||||||||||||
Changes in the restructuring liabilities for the last three fiscal years were as follows (in thousands): | |||||||||||||
Severance | Facility | Total | |||||||||||
and Related | Closing | ||||||||||||
Costs | Costs | ||||||||||||
Balance at December 31, 2011 | $ | 85,400 | $ | 5,593 | $ | 90,993 | |||||||
Current period charges | 4,703 | 51 | 4,754 | ||||||||||
Change in estimate | (1,575 | ) | (1,786 | ) | (3,361 | ) | |||||||
Payments and usage—net of accretion | (14,407 | ) | (681 | ) | (15,088 | ) | |||||||
Balance at December 29, 2012 | 74,121 | 3,177 | 77,298 | ||||||||||
Current period charges | 7,308 | 328 | 7,636 | ||||||||||
Change in estimate | (480 | ) | (630 | ) | (1,110 | ) | |||||||
Payments and usage—net of accretion | (11,877 | ) | (729 | ) | (12,606 | ) | |||||||
Balance at December 28, 2013 | 69,072 | 2,146 | 71,218 | ||||||||||
Current period charges | 106 | — | 106 | ||||||||||
Change in estimate | (584 | ) | (1,152 | ) | (1,736 | ) | |||||||
Payments and usage—net of accretion | (12,144 | ) | (563 | ) | (12,707 | ) | |||||||
Balance at December 27, 2014 | $ | 56,450 | $ | 431 | $ | 56,881 | |||||||
The $56 million of restructuring liabilities as of December 27, 2014, for severance and related costs included $51 million of multiemployer pension withdrawal liabilities related to closed facilities. This is payable in monthly installments through 2031 at effective interest rates of 5.9% to 6.7%. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |
Dec. 27, 2014 | ||
Related Party Transactions [Abstract] | ||
Related Party Transactions | 14 | RELATED PARTY TRANSACTIONS |
The Company pays a monthly management fee of $0.8 million to investment funds associated with or designated by the Sponsors. For each of the fiscal years 2014, 2013 and 2012, the Company recorded $10 million in management fees and related expenses reported as Distribution, selling and administrative costs in the Consolidated Statements of Comprehensive Income (Loss). Entities affiliated with KKR received transaction fees of $2 million and $3 million, respectively, for services related to the 2013 and the 2012 debt refinancing transactions. During the fiscal years 2013 and 2012, the Company purchased, $12 million and $19 million of food products, respectively, from a former affiliate of one of its Sponsors. | ||
As discussed in Note 11—Debt, entities affiliated with the Sponsors hold various positions in some of our debt facilities and participated in our 2013 and 2012 refinancing transactions. At December 27, 2014, and December 28, 2013, entities affiliated with KKR held $286 million and $289 million, respectively in aggregate principal of the Company’s debt facilities. At December 27, 2014 and December 28, 2013, entities affiliated with CD&R had no holdings of the Company’s debt facilities. At December 29, 2012, entities affiliated with CD&R held $355 million in aggregate principal of the Company’s Senior Subordinated Notes, which were redeemed in January 2013. | ||
In February 2015, the Company purchased all of the $2 million of Senior Notes held by the entities affiliated with KKR at market, for a cost of $2 million, including accrued interest. | ||
Also as discussed in Note 11—Debt, upon consent of the noteholders, the Senior Note Indenture was amended so that the proposed Acquisition by Sysco will not constitute a “Change of Control,” that would have granted the holders of the Senior Notes the right to require the Company to repurchase all or any part of their notes at a premium equal to 101% of the principal amount, plus accrued and unpaid interest. Sysco paid $3.4 million in consent fees to the holders of the Senior Notes in December 2013 on behalf of the Company in connection with this amendment. |
ShareBased_Compensation_and_US
Share-Based Compensation and USF Holding Common Stock Issuances (Restricted Stock Units (RSUs) [Member]) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 27, 2014 | |||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||
Share-Based Compensation and USF Holding Common Stock Issuances | 15 | SHARE-BASED COMPENSATION AND USF HOLDING COMMON STOCK ISSUANCES | |||||||||||||||||||||||
The Stock Incentive Plan, as amended (“Stock Incentive Plan”) provides for the sale of USF Holding common stock to US Foods’ named executive officers and other key employees and directors. It also grants 1) stock options to purchase shares of common stock, 2) stock appreciation rights, and 3) restricted stock and restricted stock units of USF Holding to certain individuals. The Board of Directors of USF Holding, or the Compensation Committee of the Board of USF Holding, is authorized to select the officers, employees and directors eligible to participate in the Stock Incentive Plan. Either the USF Holding board of directors or the Compensation Committee may determine the specific number of shares to be offered, or options, stock appreciation rights or restricted stock to be granted to an employee or director. | |||||||||||||||||||||||||
In May 2013, the Stock Incentive Plan was amended to, among other things, increase the number of shares of common stock of USF Holding available for grant—from approximately 31.5 million shares to approximately 53.2 million shares. | |||||||||||||||||||||||||
The Company measures compensation expense for share-based equity awards at fair value at the date of grant, and it recognizes compensation expense over the service period for share-based awards expected to vest. Total compensation expense related to share-based payment arrangements was $12 million, $8 million and $4 million for fiscal years 2014, 2013 and 2012, respectively. No share-based compensation cost was capitalized as part of the cost of an asset during those years. The total income tax benefit recorded in the Consolidated Statement of Comprehensive Income (Loss) was $4 million, $3 million, and $1 million during fiscal years 2014, 2013 and 2012, respectively. | |||||||||||||||||||||||||
USF Holding contributes shares to the Company for employee purchases, and upon exercise of options or grants of restricted shares and restricted stock units. Each participant in the Stock Incentive Plan has the right to require the Company to repurchase all of his or her restricted shares or shares issued or issuable pursuant to their awards in the event of a termination of employment due to death or disability. The Company also has the right—but not the obligation—to require employees to sell purchased shares back to the Company when they leave employment. | |||||||||||||||||||||||||
Generally, instruments with put rights upon death or disability are classified as equity awards until such puttable conditions become probable (i.e. upon termination due to death or disability). Once an award meets the puttable conditions, it is accounted for as an award modification and is required to be liability-classified. The Company records an incremental expense measured as the excess, if any, of the fair value of the modified award over the amount previously recognized when the award retained equity classification. These liability awards are remeasured at their fair market value as of each reporting period through the date of settlement, which is generally the first fiscal quarter following termination. There were no 2014 terminations that met the criteria for liability treatment. As such, there was no impact on current fiscal year stock-based compensation costs. | |||||||||||||||||||||||||
As discussed in Note 1—Proposed Acquisition by Sysco, the Acquisition will constitute a “Change of Control” under the Stock Incentive Plan, which will accelerate vesting of all stock options, equity appreciation rights, restricted stock, and restricted stock units. | |||||||||||||||||||||||||
USF Holding Common Stock Issuances—Certain US Foods employees have purchased shares of USF Holding common stock, pursuant to a management stockholder’s agreement associated with the Stock Incentive Plan. These shares are subject to the terms and conditions (including certain restrictions) of each management stockholder’s agreement, other documents signed at the time of purchase, as well as transfer limitations under the applicable law. The related shares and net proceeds of the employee share purchases are contributed to the Company by USF Holding. The Company measures fair value of USF Holding shares on a quarterly basis, using the combination of a market approach and an income approach. The share price determined for a particular quarter end is the price at which employee purchases and company repurchases are made for the following quarter. | |||||||||||||||||||||||||
In 2014, there were no employee purchases or Company repurchases USF Holding common stock held by employees. In 2013, employees bought stock at $6.00 per share. The shares were purchased by employees in 2012 at prices of $5.00 to $6.00 per share. At December 27, 2014, there were 6.0 million shares of USF Holding held by employees for net proceeds of $28.6 million, including loan proceeds of $0.2 million received in 2014. | |||||||||||||||||||||||||
Stock Option Awards—The Company granted to certain employees Time Options and Performance Options (collectively the “Options”) to purchase common shares of USF Holding. These Options are subject to the restrictions set forth in the Stock Option Agreements. Shares purchased pursuant to option exercises would be governed by the restrictions in the Stock Incentive Plan and management stockholder’s agreements. | |||||||||||||||||||||||||
The Time Options vest and become exercisable ratably over periods of four to five years. This happens either on the anniversary date of the grant or the last day of each fiscal year, beginning with the fiscal year issued. | |||||||||||||||||||||||||
The Performance Options also vest and become exercisable ratably over four to five years, either on the anniversary date of the grant or the last day of each fiscal year (beginning with the fiscal year issued), provided that the Company achieves an annual operating performance target as defined in the applicable stock option agreements (“Stock Option Agreements”). The Stock Option Agreements also provide for “catch-up vesting” of the Performance Options, if an annual operating performance target is not achieved, but a cumulative operating performance target is achieved. During 2012, the Company changed its policy for granting Performance Options. The award agreements no longer included performance targets for all years covered by the agreement. Instead, the Company established annual and cumulative targets for each year at the beginning of each respective fiscal year. In this case, the grant date under GAAP is not determined until the performance target for the related options is known. | |||||||||||||||||||||||||
The 2012 annual operating performance target was modified in 2013, and the Company recorded a compensation charge of $2 million in 2013 for the Performance Options relating to 2012. The Company did not achieve the performance target in 2013. The Company achieved the performance target in 2014 and recorded a compensation charge of $4 million in 2014 for the Performance Options relating to 2014. | |||||||||||||||||||||||||
The Options are nonqualified options, with exercise prices equal to the estimated value of a share of USF Holdings stock at the date of the grant. The Options have exercise prices of $4.50 to $6.00 per share and generally have a 10-year life. The fair value of each option award is estimated as of the date of grant using a Black-Scholes option-pricing model. | |||||||||||||||||||||||||
The weighted-average assumptions for options granted for in fiscal years 2013 and 2012 are included in the following table. No options were granted in fiscal year 2014. | |||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Expected volatility | 35 | % | 35 | % | |||||||||||||||||||||
Expected dividends | 0 | % | 0 | % | |||||||||||||||||||||
Risk-free rate | 1 | % | 0.9 | % | |||||||||||||||||||||
Expected term (in years) 10-year options | 6.3 | 6.7 | |||||||||||||||||||||||
Expected volatility is calculated based on the historical volatility of public companies similar to USF Holding. The risk-free interest rate is the implied zero-coupon yield for U.S. Treasury securities having a maturity approximately equal to the expected term, as of the grant dates. The assumed dividend yield is zero, because the Company has not historically paid dividends and does not have any current plans to pay dividends. Due to a lack of relevant historical data, the simplified approach was used to determine the expected term of the options. | |||||||||||||||||||||||||
The summary of options outstanding and changes during fiscal year 2014 presented below is based on the Company’s determination of legally outstanding option awards. | |||||||||||||||||||||||||
Time | Performance | Total | Weighted- | Weighted- | Weighted - | ||||||||||||||||||||
Options | Options | Options | Average | Average | Average | ||||||||||||||||||||
Fair | Exercise | Remaining | |||||||||||||||||||||||
Value | Price | Contractual | |||||||||||||||||||||||
Years | |||||||||||||||||||||||||
Outstanding at December 28, 2013 | 12,399,555 | 12,399,555 | 24,799,110 | $ | 2.04 | $ | 5.2 | ||||||||||||||||||
Granted | — | — | — | — | — | ||||||||||||||||||||
Exercised | (12,000 | ) | (10,000 | ) | (22,000 | ) | $ | 1.63 | $ | 5 | |||||||||||||||
Forfeited | (94,842 | ) | (114,562 | ) | (209,404 | ) | $ | 2.13 | $ | 5.93 | |||||||||||||||
Outstanding at December 27, 2014 | 12,292,713 | 12,274,993 | 24,567,706 | $ | 1.97 | $ | 5.19 | 6 | |||||||||||||||||
Vested and exercisable at December 27, 2014 | 9,395,838 | 7,622,773 | 17,018,611 | $ | 1.93 | $ | 4.99 | 6 | |||||||||||||||||
As described above, under GAAP, the performance target for Performance Options must be set for a grant date to have occurred and for the Performance Options to be considered for accounting recognition. In the above table, only 8.4 million of Performance Options outstanding at December 27, 2014 have had performance targets set. Only 8.4 million of outstanding Performance Options had performance targets set as of December 28, 2013. Exercised and Forfeited Performance Options during 2014 would have been materially unchanged. If a change in control were to occur, all options shown in the table above, including options for which performance targets were not yet set, would immediately vest. | |||||||||||||||||||||||||
The weighted-average grant date fair value of options granted in 2013 and 2012 was $2.22 and $2.05, respectively. In fiscal years 2014, 2013 and 2012, the Company recorded $7 million, $4 million and $2 million, respectively, in compensation expense related to the Options. The stock compensation expense—representing the fair value of stock options vested during the year—is reflected in our Consolidated Statements of Comprehensive Income (Loss) in Distribution, selling and administrative costs. During 2014, 12,000 Time Options and 10,000 Performance Options were exercised by terminating employees for a minimal cash outflow, representing the excess of fair value over exercise price. During 2013, 1,233,972 Time Options and 1,233,972 Performance Options were exercised by terminating employees for a cash outflow of $2 million, representing the excess of fair value over exercise price. During 2012, 425,550 Time Options and 425,550 Performance Options were exercised by terminating employees for a cash outflow of $0.9 million, representing the excess of fair value over exercise price. | |||||||||||||||||||||||||
Based on the table above, as of December 27, 2014, there was $7 million of total unrecognized compensation costs related to 7.5 million nonvested options expected to vest under the Stock Option Agreements. That cost is expected to be recognized over a weighted-average period of two years. As of December 27, 2014, there was $2 million of total unrecognized compensation costs related to 2.5 million nonvested options expected to vest under the Stock Option Agreements for which performance targets were set. That cost is expected to be recognized over a weighted-average period of six months. | |||||||||||||||||||||||||
Restricted Shares—Certain employees of the Company received 375,001 and 481,702 Restricted Shares of USF Holding in 2013 and 2012, respectively. (“Restricted Shares”). No Restricted Shares were issued in 2014. These shares were granted under the Stock Incentive Plan. Restricted Shares vest and become exercisable ratably over periods of primarily two to five years. | |||||||||||||||||||||||||
The summary of nonvested Restricted Shares outstanding and changes during fiscal year 2014 is presented below: | |||||||||||||||||||||||||
Restricted | Weighted- | ||||||||||||||||||||||||
Shares | Average | ||||||||||||||||||||||||
Fair | |||||||||||||||||||||||||
Value | |||||||||||||||||||||||||
Nonvested at December 28, 2013 | 372,764 | $ | 6 | ||||||||||||||||||||||
Granted | — | ||||||||||||||||||||||||
Vested | (191,250 | ) | 6 | ||||||||||||||||||||||
Forfeited | (6,124 | ) | 6 | ||||||||||||||||||||||
Nonvested at December 27, 2014 | 175,390 | $ | 6 | ||||||||||||||||||||||
The weighted-average grant date fair values for Restricted Shares granted in 2013 and 2012 were $6.00 and $6.00, respectively. The 2014 expense related to the Restricted Shares of $1 million was offset by an adjustment of prior year expense. Expense of $3 million and $2 million related to the Restricted Shares was recorded in Distribution, selling and administrative costs during fiscal 2013 and 2012, respectively. At December 27, 2014, there was $2 million of unrecognized compensation cost related to the Restricted Shares that we expect to recognize over a weighted-average period of two years. | |||||||||||||||||||||||||
Restricted Stock Units—Beginning in 2013, certain employees of the Company received Time Restricted Stock Units and Performance Restricted Stock Units of USF Holding (collectively the “RSUs”) granted pursuant to the Stock Incentive Plan. Time RSUs generally vest and become exercisable ratably over four years, starting on the anniversary date of grant. Performance RSUs also vest and become exercisable ratably over four years either on the anniversary date of the grant or the last day of each fiscal year (beginning with the fiscal year issued), provided that the Company achieves an annual operating performance target as defined in the applicable restricted stock unit agreements (“Restricted Stock Unit Agreements”). The Restricted Stock Unit Agreements also provide for “catch-up vesting” of the Performance RSU’s if an annual operating performance target is not achieved, but a cumulative operating performance target is achieved. Similar to options, the RSU award agreements do not include performance targets for all years covered by the agreement. Instead, the Company established annual targets for each year at the beginning of each fiscal year. In this case, the grant date under GAAP is not determined until the performance target for the related Performance RSU is known. The Company achieved the annual operating performance target in 2014 and recorded a compensation charge of $3 million in 2014 for the Performance RSU’s. The Company did not achieve the annual operating performance target for 2013 and, accordingly, did not record a compensation charge for the Performance RSU’s in 2013. Prior to 2013, there were no RSUs issued or outstanding under the Stock Incentive Plan. | |||||||||||||||||||||||||
The summary of nonvested Restricted Stock Units as of December 27, 2014, and changes during the fiscal year then ended presented below is based on the Company’s determination of legally outstanding RSUs. | |||||||||||||||||||||||||
Time | Performance | Total | Weighted- | ||||||||||||||||||||||
Restricted | Restricted | Restricted | Average | ||||||||||||||||||||||
Stock Units | Stock Units | Stock Units | Fair | ||||||||||||||||||||||
Value | |||||||||||||||||||||||||
Nonvested at December 28, 2013 | 1,264,583 | 1,097,916 | 2,362,499 | $ | 6 | ||||||||||||||||||||
Granted | 166,667 | — | 166,667 | $ | 6 | ||||||||||||||||||||
Vested | (264,998 | ) | — | (264,998 | ) | $ | 6 | ||||||||||||||||||
Forfeited | (59,887 | ) | (67,208 | ) | (127,095 | ) | $ | 6 | |||||||||||||||||
Nonvested at December 27, 2014 | 1,106,365 | 1,030,708 | 2,137,073 | $ | 6 | ||||||||||||||||||||
As described above, under GAAP, the performance targets for Performance RSUs must be set for a grant to have occurred and for Performance Options to be considered for accounting recognition. In the above table, only 0.5 million of nonvested Performance RSUs outstanding at December 27, 2014 have had a performance target set. If a change in control were to occur, all RSUs shown in the table above, including Performance RSUs for which targets have not yet been set, would immediately vest. | |||||||||||||||||||||||||
The weighted-average grant date fair values for Restricted Stock Units granted in 2014 was $6.00. Expense of $5 million and $1 million related to the Restricted Stock Units was recorded in Distribution, selling and administrative costs during 2014 and 2013, respectively. Based on the table above, at December 27, 2014, there was $9 million of unrecognized compensation cost related to 2 million Restricted Stock Units that we expect to recognize over a weighted-average period of two years. As of December 27, 2014, there was $1 million of total unrecognized compensation cost related to 0.5 million nonvested RSUs for which performance targets were set. That cost is expected to be recognized over a weighted-average period of six months. | |||||||||||||||||||||||||
Equity Appreciation Rights—The Company has an Equity Appreciation Rights (“EAR”) Plan for certain employees. Each EAR represents one phantom share of USF Holding common stock. The EARs become vested and payable, primarily, at the time of a qualified public offering of equity shares or a change in control. EARs are forfeited upon termination of the participant’s employment with the Company. The EARs will be settled in cash upon vesting and, accordingly, are considered liability instruments. No EARs were granted during 2014 and 2013. As of December 27, 2014, there were a total of 1,566,800 EARs outstanding with a weighted average exercise price of $4.98 per share. | |||||||||||||||||||||||||
As the EARs are liability instruments, the fair value of the awards is re-measured each reporting period until the award is settled. Since vesting is contingent upon performance conditions currently not considered probable, no compensation costs have been recorded to date for the EARs. |
Leases
Leases | 12 Months Ended | ||||||||||||||||||||
Dec. 27, 2014 | |||||||||||||||||||||
Leases [Abstract] | |||||||||||||||||||||
Leases | 16 | LEASES | |||||||||||||||||||
The Company leases various warehouse and office facilities and certain equipment under operating and capital lease agreements that expire at various dates and in some instances contain renewal provisions. The Company expenses operating lease costs, including any scheduled rent increases, rent holidays or landlord concessions—on a straight-line basis over the lease term. The Company also has an unfunded lease obligation on its Perth Amboy, New Jersey distribution facility through 2023. | |||||||||||||||||||||
Future minimum lease payments under the above mentioned noncancelable lease agreements, together with contractual sublease income, as of December 27, 2014, are as follows (in thousands): | |||||||||||||||||||||
Unfunded Lease | Capital | Operating | Sublease | Net | |||||||||||||||||
Obligation | Leases | Leases | Income | ||||||||||||||||||
2015 | $ | 4,172 | $ | 33,124 | $ | 36,692 | ($ | 1,298 | ) | $ | 72,690 | ||||||||||
2016 | 4,269 | 33,190 | 31,594 | (1,038 | ) | 68,015 | |||||||||||||||
2017 | 4,269 | 33,257 | 26,228 | (778 | ) | 62,976 | |||||||||||||||
2018 | 4,269 | 51,131 | 20,822 | (6 | ) | 76,216 | |||||||||||||||
2019 | 4,663 | 29,469 | 19,975 | — | 54,107 | ||||||||||||||||
Thereafter | 19,237 | 38,954 | 51,773 | — | 109,964 | ||||||||||||||||
Total minimum lease payments (receipts) | 40,879 | 219,125 | $ | 187,084 | $ | (3,120 | ) | $ | 443,968 | ||||||||||||
Less amount representing interest | (11,895 | ) | (29,893 | ) | |||||||||||||||||
Present value of minimum lease payments | $ | 28,984 | $ | 189,232 | |||||||||||||||||
Total lease expense, included in Distribution, selling and administrative costs in the Company’s Consolidated Statements of Comprehensive Income (Loss), for operating leases for fiscal years 2014, 2013 and 2012, was $44 million, $44 million and $50 million, respectively. |
Retirement_Plans
Retirement Plans | 12 Months Ended | ||||||||||||||||
Dec. 27, 2014 | |||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | |||||||||||||||||
Retirement Plans | 17 | RETIREMENT PLANS | |||||||||||||||
The Company has defined benefit and defined contribution retirement plans for its employees. We also contribute to various multiemployer plans under collective bargaining agreements, and provide certain health care benefits to eligible retirees and their dependents. | |||||||||||||||||
Company Sponsored Defined Benefit Plans—The Company maintains several qualified retirement plans and a nonqualified retirement plan (“Retirement Plans”) that pay benefits to certain employees at retirement, using formulas based on a participant’s years of service and compensation. In addition, the Company maintains a postemployment health and welfare plan for certain employees, of which components are included in the tables below under Other postretirement plans. Amounts related to defined benefit plans recognized in the consolidated financial statements are determined on an actuarial basis. | |||||||||||||||||
The components of net pension and other postretirement benefit costs for the last three fiscal years were as follows (in thousands): | |||||||||||||||||
2014 | Pension Benefits | 2012 | |||||||||||||||
2013 | |||||||||||||||||
Components of net periodic pension cost: | |||||||||||||||||
Service cost | $ | 27,729 | $ | 32,773 | $ | 25,819 | |||||||||||
Interest cost | 37,468 | 33,707 | 38,404 | ||||||||||||||
Expected return on plan assets | (47,396 | ) | (42,036 | ) | (41,621 | ) | |||||||||||
Amortization of prior service cost | 198 | 198 | 102 | ||||||||||||||
Amortization of net loss | 2,294 | 13,288 | 14,572 | ||||||||||||||
Settlements | 2,370 | 1,778 | 17,840 | ||||||||||||||
Net periodic pension costs | $ | 22,663 | $ | 39,708 | $ | 55,116 | |||||||||||
Other Postretirement Plans | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Components of net periodic postretirement benefit costs: | |||||||||||||||||
Service cost | $ | 79 | $ | 153 | $ | 140 | |||||||||||
Interest cost | 318 | 431 | 512 | ||||||||||||||
Amortization of prior service cost | (334 | ) | — | — | |||||||||||||
Amortization of net (gain) loss | (75 | ) | 112 | 34 | |||||||||||||
Curtailment | (2,096 | ) | — | — | |||||||||||||
Net periodic other post-retirement benefit costs (credits) | $ | (2,108 | ) | $ | 696 | $ | 686 | ||||||||||
Net period pension expense for fiscal years 2014, 2013 and 2012 includes $2 million, $2 million and $18 million, respectively, of settlement charges resulting from lump-sum payments to former employees participating in several Company sponsored pension plans. The net periodic other postretirement benefit credits for fiscal year 2014 includes a $2 million curtailment gain resulting from a labor negotiation that eliminated postretirement medical coverage for substantially all active participants in one plan. | |||||||||||||||||
Changes in plan assets and benefit obligations recorded in Other comprehensive income (loss) for pension and Other postretirement benefits for the last three fiscal years were as follows (in thousands): | |||||||||||||||||
Pension Benefits | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Changes recognized in other comprehensive loss: | |||||||||||||||||
Actuarial gain (loss) | $ | (160,345 | ) | $ | 112,816 | $ | (54,059 | ) | |||||||||
Prior service cost | — | — | (620 | ) | |||||||||||||
Amortization of prior service cost | 198 | 198 | 102 | ||||||||||||||
Amortization of net loss | 2,294 | 13,288 | 14,572 | ||||||||||||||
Settlements | 2,370 | 1,778 | 17,840 | ||||||||||||||
Net amount recognized | $ | (155,483 | ) | $ | 128,080 | $ | (22,165 | ) | |||||||||
Other Postretirement Plans | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Changes recognized in other comprehensive loss: | |||||||||||||||||
Actuarial gain (loss) | $ | (986 | ) | $ | 2,198 | $ | (661 | ) | |||||||||
Prior service cost | 3,612 | — | — | ||||||||||||||
Amortization of prior service cost | (334 | ) | — | — | |||||||||||||
Amortization of net (gain) loss | (75 | ) | 112 | 34 | |||||||||||||
Curtailment | (2,096 | ) | — | — | |||||||||||||
Net amount recognized | $ | 121 | $ | 2,310 | $ | (627 | ) | ||||||||||
The funded status of the defined benefit plans for the last three fiscal years was as follows (in thousands): | |||||||||||||||||
Pension Benefits | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Change in benefit obligation: | |||||||||||||||||
Benefit obligation at beginning of period | $ | 733,752 | $ | 795,989 | $ | 762,771 | |||||||||||
Service cost | 27,729 | 32,773 | 25,819 | ||||||||||||||
Interest cost | 37,468 | 33,707 | 38,404 | ||||||||||||||
Actuarial (gain) loss | 199,807 | (98,962 | ) | 82,840 | |||||||||||||
Plan amendments | — | — | 620 | ||||||||||||||
Settlements | (11,517 | ) | (13,186 | ) | (68,627 | ) | |||||||||||
Benefit disbursements | (16,770 | ) | (16,569 | ) | (45,838 | ) | |||||||||||
Benefit obligation at end of period | 970,469 | 733,752 | 795,989 | ||||||||||||||
Change in plan assets: | |||||||||||||||||
Fair value of plan assets at beginning of period | 641,749 | 566,768 | 564,651 | ||||||||||||||
Return on plan assets | 86,857 | 55,890 | 70,403 | ||||||||||||||
Employer contribution | 48,847 | 48,846 | 46,179 | ||||||||||||||
Settlements | (11,517 | ) | (13,186 | ) | (68,627 | ) | |||||||||||
Benefit disbursements | (16,770 | ) | (16,569 | ) | (45,838 | ) | |||||||||||
Fair value of plan assets at end of period | 749,166 | 641,749 | 566,768 | ||||||||||||||
Net amount recognized | $ | (221,303 | ) | $ | (92,003 | ) | $ | (229,221 | ) | ||||||||
Other Postretirement Plans | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Change in benefit obligation: | |||||||||||||||||
Benefit obligation at beginning of period | $ | 9,375 | $ | 11,357 | $ | 10,653 | |||||||||||
Service cost | 79 | 153 | 140 | ||||||||||||||
Interest cost | 318 | 431 | 512 | ||||||||||||||
Employee contributions | 215 | 219 | 297 | ||||||||||||||
Actuarial (gain) loss | 986 | (2,198 | ) | 661 | |||||||||||||
Curtailment | (3,612 | ) | — | — | |||||||||||||
Benefit disbursements | (572 | ) | (587 | ) | (906 | ) | |||||||||||
Benefit obligation at end of period | 6,789 | 9,375 | 11,357 | ||||||||||||||
Change in plan assets: | |||||||||||||||||
Fair value of plan assets at beginning of period | — | — | — | ||||||||||||||
Employer contribution | 357 | 369 | 609 | ||||||||||||||
Employee contributions | 215 | 219 | 297 | ||||||||||||||
Benefit disbursements | (572 | ) | (587 | ) | (906 | ) | |||||||||||
Fair value of plan assets at end of period | — | — | — | ||||||||||||||
Net amount recognized | $ | (6,789 | ) | $ | (9,375 | ) | $ | (11,357 | ) | ||||||||
For the defined benefit pension plans, the 2014 actuarial loss of $200 million was primarily due to a decrease in the discount rates and the adoption of the new mortality tables published by the Society of Actuaries used to determine the projected benefit obligation. | |||||||||||||||||
Pension Benefits | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Amounts recognized in the consolidated balance sheets consist of the following: | |||||||||||||||||
Accrued benefit obligation—current | $ | (453 | ) | $ | (401 | ) | $ | (401 | ) | ||||||||
Accrued benefit obligation—noncurrent | (220,850 | ) | (91,602 | ) | (228,820 | ) | |||||||||||
Net amount recognized in the consolidated balance sheets | $ | (221,303 | ) | $ | (92,003 | ) | $ | (229,221 | ) | ||||||||
Amounts recognized in accumulated other comprehensive income (loss) consist of the following: | |||||||||||||||||
Prior service cost | $ | (634 | ) | $ | (832 | ) | $ | (1,030 | ) | ||||||||
Net loss | (231,446 | ) | (75,765 | ) | (203,647 | ) | |||||||||||
Net gain (loss) recognized in accumulated other comprehensive income (loss) | $ | (232,080 | ) | $ | (76,597 | ) | $ | (204,677 | ) | ||||||||
Additional information: | |||||||||||||||||
Accumulated benefit obligation | $ | 888,937 | $ | 679,225 | $ | 733,626 | |||||||||||
Unfunded (prepaid) accrued pension cost | 10,777 | (15,406 | ) | (24,544 | ) | ||||||||||||
Other Postretirement Plans | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Amounts recognized in the consolidated balance sheets consist of the following: | |||||||||||||||||
Accrued benefit obligation—current | $ | (533 | ) | $ | (583 | ) | $ | (628 | ) | ||||||||
Accrued benefit obligation—noncurrent | (6,256 | ) | (8,792 | ) | (10,729 | ) | |||||||||||
Net amount recognized in the consolidated balance sheets | $ | (6,789 | ) | $ | (9,375 | ) | $ | (11,357 | ) | ||||||||
Amounts recognized in accumulated other comprehensive income (loss) consist of the following: | |||||||||||||||||
Net gain (loss) | $ | 1,368 | $ | 1,247 | $ | (1,063 | ) | ||||||||||
Net gain (loss) recognized in accumulated other comprehensive income (loss) | $ | 1,368 | $ | 1,247 | $ | (1,063 | ) | ||||||||||
Additional information—unfunded accrued benefit cost | $ | (8,157 | ) | $ | (10,622 | ) | $ | (10,294 | ) | ||||||||
Pension | Other | ||||||||||||||||
Benefits | Postretirement | ||||||||||||||||
Benefits | |||||||||||||||||
Amounts expected to be amortized from accumulated other comprehensive loss in the next fiscal year: | |||||||||||||||||
Net loss | $ | 14,053 | $ | 14 | |||||||||||||
Prior service cost (credit) | 195 | (62 | ) | ||||||||||||||
Net expected to be amortized | $ | 14,248 | $ | (48 | ) | ||||||||||||
Weighted average assumptions used to determine benefit obligations at period-end and net pension costs for the last three fiscal years were as follows: | |||||||||||||||||
Pension Benefits | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Benefit obligation: | |||||||||||||||||
Discount rate | 4.25 | % | 5.19 | % | 4.29 | % | |||||||||||
Annual compensation increase | 3.6 | % | 3.6 | % | 3.6 | % | |||||||||||
Net cost: | |||||||||||||||||
Discount rate | 5.19 | % | 4.29 | % | 5.08 | % | |||||||||||
Expected return on plan assets | 7.25 | % | 7.25 | % | 7.25 | % | |||||||||||
Annual compensation increase | 3.6 | % | 3.6 | % | 4 | % | |||||||||||
Other Postretirement Plans | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Benefit obligation—discount rate | 4.05 | % | 4.8 | % | 3.9 | % | |||||||||||
Net cost—discount rate | 4.8 | % | 3.9 | % | 4.95 | % | |||||||||||
The measurement dates for the pension and other postretirement benefit plans were December 27, 2014, December 28, 2013 and December 29, 2012. | |||||||||||||||||
A health care cost trend rate is used in the calculations of postretirement medical benefit plan obligations. The assumed healthcare trend rates for the last three fiscal years were as follows: | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Immediate rate | 7.1 | % | 7.3 | % | 7.5 | % | |||||||||||
Ultimate trend rate | 4.5 | % | 4.5 | % | 4.5 | % | |||||||||||
Year the rate reaches the ultimate trend rate | 2028 | 2028 | 2028 | ||||||||||||||
A 1% change in the rate would result in a change to the postretirement medical plan obligation of less than $1 million. Retirees covered under these plans are responsible for the cost of coverage in excess of the subsidy, including all future cost increases. | |||||||||||||||||
For guidance in determining the discount rate, the Company determines the implied rate of return on a hypothetical portfolio of high-quality fixed-income investments, for which the timing and amount of cash outflows approximates the estimated pension plan payouts. The discount rate assumption is reviewed annually and revised as appropriate. | |||||||||||||||||
The expected long-term rate of return on plan assets is derived from a mathematical asset model. This model incorporates assumptions on the various asset class returns, reflecting a combination of historical performance analysis and the forward-looking views of the financial markets regarding the yield on long-term bonds and the historical returns of the major stock markets. The rate of return assumption is reviewed annually and revised as deemed appropriate. | |||||||||||||||||
The investment objective for our Company sponsored plans is to provide a common investment platform. Investment managers—overseen by our Retirement Administration Committee—are expected to adopt and maintain an asset allocation strategy for the plans’ assets designed to address the Retirement Plans’ liability structure. The Company has developed an asset allocation policy and rebalancing policy. We review the major asset classes, through consultation with investment consultants, at least quarterly to determine if the plan assets are performing as expected. The Company’s 2014 strategy targeted a mix of 50% equity securities and 50% long-term debt securities and cash equivalents. The actual mix of investments at December 27, 2014, was 49% equity securities and 51% long-term debt securities and cash equivalents. The Company plans to manage the actual mix of investments to achieve its target mix. | |||||||||||||||||
The following table (in thousands) sets forth the fair value of our defined benefit plans’ assets by asset fair value hierarchy level. See Note 4—Fair Value Measurements for a detailed description of the three-tier fair value hierarchy. | |||||||||||||||||
Asset Fair Value as of December 27, 2014 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash and cash equivalents | $ | 5,800 | $ | — | $ | — | $ | 5,800 | |||||||||
Common collective trust funds: | |||||||||||||||||
Cash equivalents | — | 3,897 | — | 3,897 | |||||||||||||
Domestic equities | — | 259,627 | — | 259,627 | |||||||||||||
International equities | — | 48,774 | — | 48,774 | |||||||||||||
Mutual funds: | |||||||||||||||||
Domestic equities | 32,348 | — | — | 32,348 | |||||||||||||
International equities | 23,199 | — | — | 23,199 | |||||||||||||
Long-term debt securities: | |||||||||||||||||
Corporate debt securities: | |||||||||||||||||
Domestic | — | 199,500 | — | 199,500 | |||||||||||||
International | — | 25,633 | — | 25,633 | |||||||||||||
U.S. government securities | — | 136,048 | — | 136,048 | |||||||||||||
Government agencies securities | — | 10,270 | — | 10,270 | |||||||||||||
Other | — | 4,070 | — | 4,070 | |||||||||||||
$ | 61,347 | $ | 687,819 | $ | — | $ | 749,166 | ||||||||||
Asset Fair Value as of December 28, 2013 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash and cash equivalents | $ | 14,624 | $ | — | $ | — | $ | 14,624 | |||||||||
Common collective trust funds: | |||||||||||||||||
Cash equivalents | — | 3,407 | — | 3,407 | |||||||||||||
Domestic equities | — | 228,638 | — | 228,638 | |||||||||||||
International equities | — | 48,112 | — | 48,112 | |||||||||||||
Mutual funds: | |||||||||||||||||
Domestic equities | 31,368 | — | — | 31,368 | |||||||||||||
International equities | 23,926 | — | — | 23,926 | |||||||||||||
Long-term debt securities: | |||||||||||||||||
Corporate debt securities: | |||||||||||||||||
Domestic | — | 163,831 | — | 163,831 | |||||||||||||
International | — | 20,916 | — | 20,916 | |||||||||||||
U.S. government securities | — | 94,891 | — | 94,891 | |||||||||||||
Government agencies securities | — | 8,306 | — | 8,306 | |||||||||||||
Other | — | 3,730 | — | 3,730 | |||||||||||||
$ | 69,918 | $ | 571,831 | $ | — | $ | 641,749 | ||||||||||
A description of the valuation methodologies used for assets measured at fair value is as follows: | |||||||||||||||||
• | Cash and cash equivalents are valued at original cost plus accrued interest. | ||||||||||||||||
• | Common collective trust funds are valued at the net asset value of the shares held at the end of the reporting period. This class represents investments in actively managed, common collective trust funds that invest primarily in equity securities, which may include common stocks, options and futures. Investments are valued at the net asset value per share, multiplied by the number of shares held as of the measurement date. | ||||||||||||||||
• | Mutual funds are valued at the closing price reported on the active market on which individual funds are traded. | ||||||||||||||||
• | Long-term debt securities are valued at the estimated price a dealer will pay for the individual securities. | ||||||||||||||||
Estimated future benefit payments, under Company sponsored plans as of December 27, 2014, were as follows (in thousands): | |||||||||||||||||
Pension | Postretirement | ||||||||||||||||
Benefits | Plans | ||||||||||||||||
2015 | $ | 33,122 | $ | 533 | |||||||||||||
2016 | 35,379 | 544 | |||||||||||||||
2017 | 37,841 | 529 | |||||||||||||||
2018 | 37,387 | 530 | |||||||||||||||
2019 | 41,279 | 505 | |||||||||||||||
Subsequent five years | 231,496 | 2,319 | |||||||||||||||
Estimated required and discretionary contributions expected to be contributed by the Company to the Retirement Plans in 2015 total $49 million. | |||||||||||||||||
Other Company Sponsored Benefit Plans—Employees are eligible to participate in a defined contribution 401(k) plan which provides that under certain circumstances the Company may make matching contributions of up to 50% of the first 6% of a participant’s compensation. The Company’s contributions to this plan were $26 million, $25 million and $25 million in fiscal years 2014, 2013 and 2012, respectively. The Company, at its discretion, may make additional contributions to the 401(k) Plan. The Company made no discretionary contributions under the 401(k) plan in fiscal years 2014, 2013 and 2012. | |||||||||||||||||
Multiemployer Pension Plans—The Company contributes to numerous multiemployer pension plans under the terms of collective bargaining agreements that cover certain of its union-represented employees. The Company does not administer these multiemployer pension plans. | |||||||||||||||||
The risks of participating in multiemployer pension plans differ from traditional single-employer defined benefit plans as follows: | |||||||||||||||||
• | Assets contributed to a multiemployer pension plan by one employer may be used to provide benefits to the employees of other participating employers | ||||||||||||||||
• | If a participating employer stops contributing to a multiemployer pension plan, the unfunded obligations of the plan may be borne by the remaining participating employers | ||||||||||||||||
• | If the Company elects to stop participation in a multiemployer pension plan, it may be required to pay a withdrawal liability based upon the underfunded status of the plan | ||||||||||||||||
The Company’s participation in multiemployer pension plans for the year ended December 27, 2014, is outlined in the tables below. The Company considers significant plans to be those plans to which the Company contributed more than 5% of total contributions to the plan in a given plan year, or for which the Company believes its estimated withdrawal liability—should it decide to voluntarily withdraw from the plan—may be material to the Company. For each plan that is considered individually significant to the Company, the following information is provided: | |||||||||||||||||
• | The EIN/Plan Number column provides the Employee Identification Number (“EIN”) and the three-digit plan number (“PN”) assigned to a plan by the Internal Revenue Service. | ||||||||||||||||
• | The most recent Pension Protection Act (“PPA”) zone status available for 2014 and 2013 is for the plan years beginning in 2014 and 2013, respectively. The zone status is based on information provided to participating employers by each plan and is certified by the plan’s actuary. A plan in the red zone has been determined to be in critical status, based on criteria established under the Internal Revenue Code (the “Code”), and is generally less than 65% funded. A plan in the yellow zone has been determined to be in endangered status, based on criteria established under the Code, and is generally less than 80% but more than 65% funded. A plan in the green zone has been determined to be neither in critical status nor in endangered status, and is generally at least 80% funded. | ||||||||||||||||
• | The FIP/RP Status Pending/Implemented column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. In addition to regular plan contributions, participating employers may be subject to a surcharge if the plan is in the red zone. | ||||||||||||||||
• | The Surcharge Imposed column indicates whether a surcharge has been imposed on participating employers contributing to the plan. | ||||||||||||||||
• | The Expiration Dates column indicates the expiration dates of the collective-bargaining agreements to which the plans are subject. | ||||||||||||||||
Pension Fund | EIN/ | PPA | FIP/RP Status | Surcharge | Expiration Dates | ||||||||||||
Pending/ | Imposed | ||||||||||||||||
Plan Number | Zone Status | Implemented | |||||||||||||||
2014 | 2013 | ||||||||||||||||
Central States, Southeast and Southwest Areas Pension Fund | 36-6044243/001 | Red | Red | Implemented | No | 5/10/14(2) to 4/30/16 | |||||||||||
Western Conference of Teamsters Pension Trust Fund(1) | 91-6145047/001 | Green | Green | N/A | No | 3/31/2015 to 09/30/20 | |||||||||||
Minneapolis Food Distributing Industry Pension Plan(1) | 41-6047047/001 | Green | Green | Implemented | No | 4/1/17 | |||||||||||
Teamster Pension Trust Fund of Philadelphia and Vicinity(1) | 23-1511735/001 | Yellow | Yellow | Implemented | No | 2/10/18 | |||||||||||
Truck Drivers & Helpers Local 355 Pension Fund(1) | 52-0951433/001 | Yellow | Yellow | Implemented | No | 3/15/15 | |||||||||||
Local 703 I.B. of T. Grocery and Food Employees’ Pension Plan | 36-6491473/001 | Green | Green | N/A | No | 6/30/18 | |||||||||||
United Teamsters Trust Fund A | 13-5660513/001 | Yellow | Red | Implemented | No | 5/30/15 | |||||||||||
Warehouse Employees Local 169 and Employers Joint Pension Fund(1) | 23-6230368/001 | Red | Red | Implemented | No | 2/10/18 | |||||||||||
Warehouse Employees Local No. 570 Pension Fund(1) | 52-6048848/001 | Green | Green | N/A | No | 3/15/15 | |||||||||||
Local 705 I.B. of T. Pension Trust Fund(1) | 36-6492502/001 | Red | Red | Implemented | Yes | 12/29/18 | |||||||||||
-1 | The plan has elected to utilize special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010. | ||||||||||||||||
-2 | The collective bargaining agreement for this pension fund is operating under an extension. | ||||||||||||||||
The following table provides information about the Company’s contributions to its multiemployer pension plans. For plans that are not individually significant to the Company, the total amount of USF contributions is aggregated. | |||||||||||||||||
Pension Fund | USF Contribution(1)(2) | USF Contributions Exceed 5% of | |||||||||||||||
(in thousands) | Total Plan Contributions(3) | ||||||||||||||||
2014 | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Central States, Southeast and Southwest Areas Pension Fund | $ | 3,930 | $ | 3,908 | $ | 3,389 | No | No | |||||||||
Western Conference of Teamsters Pension Trust Fund | 9,761 | 9,249 | 8,309 | No | No | ||||||||||||
Minneapolis Food Distributing Industry Pension Plan | 5,026 | 4,565 | 4,235 | Yes | Yes | ||||||||||||
Teamster Pension Trust Fund of Philadelphia and Vicinity | 3,163 | 2,939 | 2,808 | No | No | ||||||||||||
Truck Drivers and Helpers Local 355 Pension Fund | 1,373 | 1,428 | 1,491 | Yes | Yes | ||||||||||||
Local 703 I.B. of T. Grocery and Food Employees’ Pension Plan | 1,282 | 1,036 | 1,017 | Yes | Yes | ||||||||||||
United Teamsters Trust Fund A | 1,537 | 1,816 | 1,144 | Yes | Yes | ||||||||||||
Warehouse Employees Local 169 and Employers Joint Pension Fund | 907 | 981 | 961 | Yes | Yes | ||||||||||||
Warehouse Employees Local No. 570 Pension Fund | 863 | 929 | 969 | Yes | Yes | ||||||||||||
Local 705 I.B. of T. Pension Trust Fund | 2,479 | 2,189 | 2,077 | No | No | ||||||||||||
Other Funds | 1,723 | 1,818 | 1,858 | — | — | ||||||||||||
$ | 32,044 | $ | 30,858 | $ | 28,258 | ||||||||||||
-1 | Contributions made to these plans during the Company’s fiscal year, which may not coincide with the plans’ fiscal years. | ||||||||||||||||
-2 | Contributions do not include payments related to multiemployer pension withdrawals as described in Note 13—Restructuring and Tangible Asset Impairment Charges. | ||||||||||||||||
-3 | Indicates whether the Company was listed in the respective multiemployer plan Form 5500 for the applicable plan year as having made more than 5% of total contributions to the plan. | ||||||||||||||||
If the Company elected to voluntarily withdraw from a multiemployer pension plan, it would be responsible for its proportionate share of the plan’s unfunded vested liability. Based on the latest information available from plan administrators, the Company estimates its aggregate withdrawal liability from the multiemployer pension plans in which it participates to be approximately $300 million as of December 27, 2014. This estimate excludes $51 million of multiemployer pension plan withdrawal liabilities recorded in the Company’s Consolidated Balance Sheet related to closed facilities as of December 27, 2014, and as further described in Note 13—Restructuring and Tangible Asset Impairment Charges. Actual withdrawal liabilities incurred by the Company—if it were to withdraw from one or more plans—could be materially different from the estimates noted here, based on better or more timely information from plan administrators or other changes affecting the respective plan’s funded status. | |||||||||||||||||
Changes_in_Accumulated_Other_C
Changes in Accumulated Other Comprehensive Loss | 12 Months Ended | ||||||||||||
Dec. 27, 2014 | |||||||||||||
Equity [Abstract] | |||||||||||||
Changes in Accumulated Other Comprehensive Loss | 18 | CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS | |||||||||||
The following table presents changes in Accumulated Other Comprehensive Income (Loss) by component for the last three fiscal years, (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Accumulated Other Comprehensive Loss Components | |||||||||||||
Defined benefit retirement plans: | |||||||||||||
Balance at beginning of period(1) | $ | (2,679 | ) | $ | (125,642 | ) | $ | (111,482 | ) | ||||
Other comprehensive income (loss) before reclassifications | (161,331 | ) | 115,014 | (55,340 | ) | ||||||||
Current year prior service cost | 3,612 | — | — | ||||||||||
Amortization of prior service cost (credit) (2) (3) | (136 | ) | 198 | 102 | |||||||||
Amortization of net loss(2) (3) | 2,219 | 13,400 | 14,606 | ||||||||||
Settlements(2) (3) | 2,370 | 1,778 | 17,840 | ||||||||||
Curtailment (2) (3) | (2,096 | ) | — | — | |||||||||
Total before income tax | (155,362 | ) | 130,390 | (22,792 | ) | ||||||||
Income tax provision (benefit) | — | 7,427 | (8,632 | ) | |||||||||
Current period comprehensive income (loss), net of tax | (155,362 | ) | 122,963 | (14,160 | ) | ||||||||
Balance at end of period(1) | $ | (158,041 | ) | $ | (2,679 | ) | $ | (125,642 | ) | ||||
Interest rate swap derivative cash flow hedge(4): | |||||||||||||
Balance at beginning of period(1) | $ | — | $ | (542 | ) | $ | (18,112 | ) | |||||
Other comprehensive loss before reclassifications | (653 | ) | (2,387 | ) | |||||||||
Amounts reclassified from Other comprehensive income(5) | — | 2,042 | 30,683 | ||||||||||
Total before income tax | — | 1,389 | 28,296 | ||||||||||
Income tax provision | — | 847 | 10,726 | ||||||||||
Current period comprehensive income, net of tax | — | 542 | 17,570 | ||||||||||
Balance at end of period(1) | $ | — | $ | — | $ | (542 | ) | ||||||
-1 | Amounts are presented net of tax. | ||||||||||||
-2 | Included in the computation of net periodic benefit costs. See Note—17 Retirement Plans for additional information. | ||||||||||||
-3 | Included in Distribution, selling and administration expenses in the Consolidated Statements of Comprehensive Income (Loss). | ||||||||||||
-4 | The interest rate swap derivative expired in January 2013. | ||||||||||||
-5 | Included in Interest Expense-Net in the Consolidated Statements of Comprehensive Income (Loss). |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 27, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | 19 | INCOME TAXES | |||||||||||
The Income tax provision (benefit) for the last three fiscal years consisted of the following (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current: | |||||||||||||
Federal | $ | (146 | ) | $ | (64 | ) | $ | 7 | |||||
State | 311 | 283 | 299 | ||||||||||
Current Income tax provision (benefit) | 165 | 219 | 306 | ||||||||||
Deferred: | |||||||||||||
Federal | 34,168 | 28,824 | 37,635 | ||||||||||
State | 1,635 | 779 | 4,507 | ||||||||||
Deferred Income tax provision (benefit) | 35,803 | 29,603 | 42,142 | ||||||||||
Total Income tax provision (benefit) | $ | 35,968 | $ | 29,822 | $ | 42,448 | |||||||
The Company’s effective income tax rates for the fiscal years ended December 27, 2014, December 28, 2013 and December 29, 2012 and were 97%, 109% and 487%, respectively. The determination of the Company’s overall effective tax rate requires the use of estimates. The effective tax rate reflects the income earned and taxed in U.S. federal and various state jurisdictions. Tax law changes, increases and decreases in permanent differences between book and tax items, changes in valuation allowances, tax credits and the Company’s change in income from each jurisdiction all affect the overall effective tax rate. | |||||||||||||
The reconciliation of the provisions for income taxes from continuing operations at the U.S. federal statutory income tax rate of 35% to the Company’s income taxes for the last three fiscal is as follows (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal income tax benefit computed at statutory rate | $ | (12,931 | ) | $ | (9,585 | ) | $ | (3,054 | ) | ||||
State income taxes—net of federal income tax benefit | (1,532 | ) | (2,415 | ) | (24 | ) | |||||||
Statutory rate and apportionment change | (321 | ) | 406 | (1,000 | ) | ||||||||
Stock-based compensation | 131 | 5,342 | — | ||||||||||
Non-deductible expenses | 2,592 | 2,153 | 2,215 | ||||||||||
Return to accrual reconciliation | 12 | (335 | ) | 29 | |||||||||
Change in the valuation allowance for deferred tax assets | 54,571 | 32,445 | 43,748 | ||||||||||
Net operating loss expirations | 2,019 | 1,653 | 634 | ||||||||||
Tax credits | (8,179 | ) | — | — | |||||||||
Other | (394 | ) | 158 | (100 | ) | ||||||||
Total Income tax provision | $ | 35,968 | $ | 29,822 | $ | 42,448 | |||||||
Temporary differences and carryforwards that created significant deferred tax assets and liabilities were as follows (in thousands): | |||||||||||||
December 27, | December 28, | ||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Allowance for doubtful accounts | $ | 10,794 | $ | 10,838 | |||||||||
Accrued employee benefits | 30,689 | 28,931 | |||||||||||
Restructuring reserves | 29,500 | 36,649 | |||||||||||
Workers’ compensation, general liability and auto liabilities | 62,493 | 59,845 | |||||||||||
Deferred income | 539 | 1,287 | |||||||||||
Deferred financing costs | 9,466 | 9,362 | |||||||||||
Pension liability | 72,747 | 22,616 | |||||||||||
Net operating loss carryforwards | 217,960 | 215,177 | |||||||||||
Other accrued expenses | 25,300 | 16,447 | |||||||||||
Total gross deferred tax assets | 459,488 | 401,152 | |||||||||||
Less valuation allowance | (232,163 | ) | (117,227 | ) | |||||||||
Total net deferred tax assets | 227,325 | 283,925 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Property and equipment | (152,622 | ) | (148,976 | ) | |||||||||
Inventories | (17,166 | ) | (13,657 | ) | |||||||||
Intangibles | (487,935 | ) | (515,888 | ) | |||||||||
Total deferred tax liabilities | (657,723 | ) | (678,521 | ) | |||||||||
Net deferred tax liability | $ | (430,398 | ) | $ | (394,596 | ) | |||||||
The net deferred tax liability presented in the Consolidated Balance Sheets was as follows (in thousands): | |||||||||||||
December 27 | December 28, | ||||||||||||
2014 | 2013 | ||||||||||||
Current deferred tax asset (liability) | $ | (10,079 | ) | $ | 13,557 | ||||||||
Noncurrent deferred tax liability | (420,319 | ) | (408,153 | ) | |||||||||
Net deferred tax liability | $ | (430,398 | ) | $ | (394,596 | ) | |||||||
As of December 27, 2014, the Company had tax affected federal and state net operating loss carryforwards of $129 million and $89 million, respectively, which will expire at various dates from 2015 to 2034. | |||||||||||||
The Company’s net operating loss carryforwards expire as follows (in millions): | |||||||||||||
Federal | State | Total | |||||||||||
2015-2019 | $ | 8 | $ | 14 | $ | 22 | |||||||
2020-2024 | — | 46 | 46 | ||||||||||
2025-2029 | 94 | 22 | 116 | ||||||||||
2030-2034 | 27 | 7 | 34 | ||||||||||
$ | 129 | $ | 89 | $ | 218 | ||||||||
The Company also has federal minimum tax credit carryforwards of approximately $1 million, research and development credit carryforwards of $6 million and other state credit carryforwards of $1 million. | |||||||||||||
The federal and state net operating loss carryforwards in the income tax returns filed included unrecognized tax benefits taken in prior years. The net operating losses for which a deferred tax asset is recognized for financial statement purposes in accordance with ASC 740 are presented net of these unrecognized tax benefits. | |||||||||||||
Because of the change of ownership provisions of the Tax Reform Act of 1986, use of a portion of the Company’s domestic net operating losses and tax credit carryforwards may be limited in future periods. Further, a portion of the carryforwards may expire before being applied to reduce future income tax liabilities. | |||||||||||||
The Company believes that it is more likely than not that the benefit from certain federal and state net operating loss carryforwards will not be realized. In recognition of this risk, as of December 27, 2014, the Company has provided a valuation allowance of $139 million and $93 million for federal and state net operating loss carryforwards, respectively, based upon expected future utilization relating to these federal and state net operating loss carryforwards. If the Company’s assumptions change and the Company determines it will be able to realize these net operating losses, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets as of December 27, 2014, will be accounted for as follows: approximately $142 million will be recognized as a reduction of income tax expense and $90 million will be recorded as an increase in equity. | |||||||||||||
A summary of the activity in the valuation allowance for the last three fiscal years is as follows (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance at beginning of period | $ | 117,227 | $ | 128,844 | $ | 85,685 | |||||||
Charged to expense | 54,571 | 32,445 | 43,748 | ||||||||||
Other comprehensive income | 60,340 | (43,079 | ) | — | |||||||||
Other | 25 | (983 | ) | (589 | ) | ||||||||
Balance at end of period | $ | 232,163 | $ | 117,227 | $ | 128,844 | |||||||
Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and the Company’s effective tax rate in the future. | |||||||||||||
The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in federal and state jurisdictions. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. | |||||||||||||
The Company 1) records unrecognized tax benefits as liabilities in accordance with ASC 740, and 2) adjusts these liabilities when the Company’s judgment changes because of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. | |||||||||||||
The Company recognizes an uncertain tax position when it is more likely than not that the position will be sustained upon examination—including resolutions of any related appeals or litigation processes—based on the technical merits. | |||||||||||||
Reconciliation of the beginning and ending amount of unrecognized tax benefits as of fiscal years 2014, 2013, and 2012 was as follows (in thousands): | |||||||||||||
Balance at December 31, 2011 | $ | 60,398 | |||||||||||
Gross decreases due to positions taken in prior years | (333 | ) | |||||||||||
Gross increases due to positions taken in current year | 71 | ||||||||||||
Decreases due to lapses of statute of limitations | (73 | ) | |||||||||||
Decreases due to changes in tax rates | (436 | ) | |||||||||||
Balance at December 29, 2012 | 59,627 | ||||||||||||
Gross increases due to positions taken in prior years | 46 | ||||||||||||
Gross increases due to positions taken in current year | 76 | ||||||||||||
Decreases due to lapses of statute of limitations | (207 | ) | |||||||||||
Decreases due to changes in tax rates | (251 | ) | |||||||||||
Balance at December 28, 2013 | 59,291 | ||||||||||||
Gross decreases due to positions taken in prior years | (11,392 | ) | |||||||||||
Gross increases due to positions taken in current year | 63 | ||||||||||||
Decreases due to lapses of statute of limitations | (362 | ) | |||||||||||
Decreases due to changes in tax rates | (1,016 | ) | |||||||||||
Balance at December 27, 2014 | $ | 46,584 | |||||||||||
We do not believe it is reasonably possible that a significant increase in unrecognized tax benefits related to state exposures may be necessary in the coming year. In addition, the Company believes that it is reasonably possible that an insignificant amount of its currently remaining unrecognized tax benefits may be recognized by the end of 2014 as a result of a lapse of the statute of limitations. As of December 28, 2013, the Company did not believe that it was reasonably possible that a significant decrease in unrecognized tax benefits related to state tax exposures would have occurred during fiscal 2014. During the year ended December 27, 2014, unrecognized tax benefits related to those state exposures actually decreased by $0.4 million, as illustrated in the table above. | |||||||||||||
Included in the balance of unrecognized tax benefits at the ends of fiscal 2014, 2013 and 2012 was $41 million, $53 million and $53 million, respectively, of tax benefits that, if recognized, would affect the effective tax rate. Also included in the balance of unrecognized tax benefits as of those periods was $39 million, $51 million, and $51 million, respectively, of tax benefits that, if recognized, would result in adjustments to other tax accounts—primarily deferred taxes. | |||||||||||||
The Company recognizes interest and penalties related to uncertain tax positions in Interest expense—net in the Consolidated Statements of Comprehensive Income (Loss). As of December 27, 2014, the Company had approximately $2 million of accrued interest and penalties related to uncertain tax positions. | |||||||||||||
The Company files U.S. federal and state income tax returns in jurisdictions with varying statutes of limitations. Our 2007 through 2013 U.S. federal tax years, and various state tax years from 2000 through 2013, remain subject to income tax examinations by the relevant taxing authorities. Ahold has indemnified the Company for 2007 Transaction pre-closing consolidated federal and certain combined state income taxes, and the Company is responsible for all other taxes, and interest and penalties. | |||||||||||||
On September 13, 2013 the U.S. Treasury Department and the IRS issued final regulations that address costs incurred in acquiring, producing, or improving tangible property (the “tangible property regulations”). The tangible property regulations are generally effective for tax years beginning on or after January 1, 2014. 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. | |||||||||||||
Business_Acquisitions
Business Acquisitions | 12 Months Ended | ||||||||
Dec. 27, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
Business Acquisitions | 20 | BUSINESS ACQUISITIONS | |||||||
During 2013, the Company purchased a foodservice distributor for cash of $14 million, plus contingent consideration of $2 million that was paid in 2014. During 2012, the Company purchased five foodservice distributors for cash of $106 million, plus contingent consideration of $6 million that was paid in 2013. The Company also received a $2 million purchase price adjustment in 2013 related to two 2012 acquisitions. The acquisitions, made in order to expand the Company’s presence in certain geographic areas, were purchases which have been integrated into our foodservice distribution network. There were no business acquisitions in 2014. The following table summarizes the purchase price allocations for the 2013 and 2012 business acquisitions as follows (in thousands): | |||||||||
2013 | 2012 | ||||||||
Accounts receivable | $ | 3,894 | $ | 24,261 | |||||
Inventories | 3,638 | 26,076 | |||||||
Property and equipment | 125 | 21,107 | |||||||
Goodwill | — | 17,389 | |||||||
Other intangible assets | 8,348 | 44,755 | |||||||
Accounts payable | (2,120 | ) | (17,584 | ) | |||||
Accrued expenses and other current liabilities | (130 | ) | (8,930 | ) | |||||
Other long-term liabilities | — | (3,419 | ) | ||||||
Cash used in acquisitions | $ | 13,755 | $ | 103,655 | |||||
The 2013 and 2012 acquisitions, individually and in the aggregate, did not materially affect the Company’s results of operations or financial position. Actual net sales and operating earnings of the businesses acquired in both periods were less than 2% of the Company’s consolidated results and, therefore, pro forma information has not been provided. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |
Dec. 27, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 21 | COMMITMENTS AND CONTINGENCIES |
Purchase Commitments—The Company enters into purchase orders with vendors and other parties in the ordinary course of business. Additionally, the Company has a limited number of purchase contracts with certain vendors that require it to buy a predetermined volume of products, which are not recorded in the Consolidated Balance Sheets. As of December 27, 2014, the Company’s purchase orders and purchase contracts with vendors, all to be delivered in 2015, were $646 million. | ||
To minimize the Company’s fuel cost risk, it enters into forward purchase commitments for a portion of our projected diesel fuel requirements. At December 27, 2014, the Company had diesel fuel forward purchase commitments totaling $177 million through December 2016. The Company also enters into forward purchase agreements for procuring electricity. At December 27, 2014, the Company had electricity forward purchase commitments totaling $10 million through December 2016. 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 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 December 27, 2014, the Company has not and is not required to record a liability for these bonuses until the Acquisition is consummated. | ||
In February 2015, the Company approved payment of transaction and retention bonuses at specific future dates even if the Acquisition is not consummated. The Company will record compensation costs beginning in February 2015. | ||
Indemnification by Ahold for Certain Matters–In connection with the 2007 sale of US Foods to USF Holding, 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 “2006 Pricing Litigation”). | ||
2006 Pricing Litigation–In October 2006, two customers filed a putative class action against the Company and Ahold. In December 2006, an amended complaint named a third plaintiff. The complaint focuses on certain pricing practices of the Company in contracts with some customers. In February 2007, the Company filed a motion to dismiss the complaint. In August 2007, two additional customers filed punitive 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. | ||
In December 2014, the United States District Court of Connecticut finalized the settlement agreement under which Ahold paid $297 million to the settlement fund and the Company was released from all claims. Ahold had indemnified the Company in regards to this matter and, as a consequence, payment of the settlement by Ahold did not impact the Company’s financial position, results of operations or cash flows. | ||
Florida State Pricing Subpoena–On May 5, 2011, the State of Florida Department of Financial Services issued a subpoena to the Company requesting a broad range of information regarding vendor information, logistics/freight as well as pricing, allowances, and rebates that the Company obtained from the sale of products and services for the term of the contract. The subpoena focuses on all pricing and rebates earned during this period relative to the Florida Department of Corrections. The Company also learned of two qui tam suits, filed in Florida state court, against the Company, one of which was filed by a former official in the Florida Department of Corrections. The complaints are sealed and no additional information is presently available about the nature of either suit, the claims alleged or remedies sought. | ||
The Company has engaged in ongoing discussions to seek resolution of this matter and continues to cooperate with the State of Florida by providing the requested documentation. The Company does not believe at this time that an unfavorable outcome from this matter is probable and, accordingly, no such liability has been recorded. Due to the inherent uncertainty of legal proceedings, it is reasonably possible the Company could suffer a loss as a result of this matter; however, an estimate of a possible loss or range of loss from this matter cannot be made at this time. | ||
Other Pricing Related Matters–The Company has received a request for information from the Office of the Attorney General of the State of California seeking information regarding our California customers from 2001 to present. The Company is cooperating with the investigation. | ||
The Company does not believe at this time that an unfavorable outcome from this matter is probable and, accordingly, no such liability has been recorded. Due to the inherent uncertainty of legal proceedings, it is reasonably possible the Company could suffer a loss as a result of this matter; however, an estimate of a possible loss or range of loss from this matter cannot be made at this time. | ||
At this stage, the Company cannot determine the likelihood of success of any of the above pricing related claims or the potential liability if they are successful and therefore there can be no assurance that an adverse determination with respect to any pricing related matter would not have a material adverse effect on our financial condition. | ||
Eagan Labor Dispute–In 2008, the Company closed 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 arbitration and related discovery were stayed pending settlement negotiations. The negotiations reached an unexpected impasse and ceased in December 2013. The arbitrator ruled that the only contested issue is a legal question and ordered the parties to submit cross motions for summary judgment. The parties submitted stipulated facts and cross motions for summary judgment in January 2015. After review, the arbitrator will issue an interim award. Discovery is stayed pending the arbitrator’s ruling. The Company believes it have 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 those described above, the Company and its subsidiaries are parties to a number of other legal proceedings arising from the normal course of business. These legal proceedings—whether pending, threatened or unasserted—if decided adversely to or settled by the Company, may result in liabilities material to its financial position, results of operations, or cash flows. The Company has 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 the established provisions, in amounts that cannot be reasonably 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. It is the Company’s policy to expense attorney fees as incurred. | ||
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 $3 million for the 52-weeks ended December 27, 2014, including debris removal and clean-up costs, subject to coverage under its insurance policies. At December 27, 2014, these charges are offset by $14 million of initial advance payments received from insurance carriers and a receivable for insurance recoveries of $6 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 $10 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 $16 million for the 52-weeks ended December 27, 2014 subject to coverage under the Company’s insurance policies. |
Guarantor_and_NonGuarantor_Con
Guarantor and Non-Guarantor Condensed Consolidating Financial Information | 12 Months Ended | ||||||||||||||||||||
Dec. 27, 2014 | |||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |||||||||||||||||||||
Guarantor and Non-Guarantor Condensed Consolidating Financial Information | 22 | GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |||||||||||||||||||
The following consolidating schedules present condensed financial information of 1) the Company, and 2) certain of its subsidiaries (Guarantors) that guarantee certain Company obligations (the Senior 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 | |||||||||||||||||||||
December 27, 2014 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Accounts receivable—net | $ | 295,467 | $ | 32,047 | $ | 925,224 | $ | — | $ | 1,252,738 | |||||||||||
Inventories—net | 995,175 | 55,723 | — | — | 1,050,898 | ||||||||||||||||
Other current assets | 441,681 | 7,680 | 76,916 | — | 526,277 | ||||||||||||||||
Property and equipment—net | 913,109 | 85,790 | 727,684 | — | 1,726,583 | ||||||||||||||||
Goodwill | 3,835,477 | — | — | — | 3,835,477 | ||||||||||||||||
Other intangibles—net | 602,827 | — | — | — | 602,827 | ||||||||||||||||
Investments in subsidiaries | 1,360,497 | — | — | (1,360,497 | ) | — | |||||||||||||||
Intercompany receivables | — | 647,466 | — | (647,466 | ) | — | |||||||||||||||
Other assets | 54,317 | 10 | 31,187 | (23,200 | ) | 62,314 | |||||||||||||||
Total assets | $ | 8,498,550 | $ | 828,716 | $ | 1,761,011 | $ | (2,031,163 | ) | $ | 9,057,114 | ||||||||||
Accounts payable | $ | 1,118,298 | $ | 40,862 | $ | — | $ | — | $ | 1,159,160 | |||||||||||
Other current liabilities | 645,659 | 17,594 | 3,174 | 666,427 | |||||||||||||||||
Long-term debt | 3,557,470 | 30,412 | 1,108,391 | — | 4,696,273 | ||||||||||||||||
Intercompany payables | 624,413 | — | 23,053 | (647,466 | ) | — | |||||||||||||||
Other liabilities | 887,994 | — | 5,744 | (23,200 | ) | 870,538 | |||||||||||||||
Shareholder’s equity | 1,664,716 | 739,848 | 620,649 | (1,360,497 | ) | 1,664,716 | |||||||||||||||
Total liabilities and shareholder’s equity | $ | 8,498,550 | $ | 828,716 | $ | 1,761,011 | $ | (2,031,163 | ) | $ | 9,057,114 | ||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||||||
28-Dec-13 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Accounts receivable—net | $ | 281,242 | $ | 30,023 | $ | 914,454 | $ | — | $ | 1,225,719 | |||||||||||
Inventories—net | 1,103,180 | 58,378 | — | — | 1,161,558 | ||||||||||||||||
Other current assets | 299,053 | 6,989 | 81,422 | — | 387,464 | ||||||||||||||||
Property and equipment—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) | |||||||||||||||||||||
Fiscal Year Ended December 27, 2014 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 22,409,960 | $ | 609,841 | $ | 95,594 | $ | (95,594 | ) | $ | 23,019,801 | ||||||||||
Cost of goods sold | 18,736,044 | 486,048 | — | — | 19,222,092 | ||||||||||||||||
Gross profit | 3,673,916 | 123,793 | 95,594 | (95,594 | ) | 3,797,709 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and administrative costs | 3,515,516 | 94,782 | 50,116 | (114,961 | ) | 3,545,453 | |||||||||||||||
Total operating expenses | 3,515,516 | 94,782 | 50,116 | (114,961 | ) | 3,545,453 | |||||||||||||||
Operating income | 158,400 | 29,011 | 45,478 | 19,367 | 252,256 | ||||||||||||||||
Interest expense—net | 242,872 | 1,655 | 44,675 | — | 289,202 | ||||||||||||||||
Other expense (income)—net | 107,442 | (19,367 | ) | (107,442 | ) | 19,367 | — | ||||||||||||||
Income (loss) before income taxes | (191,914 | ) | 46,723 | 108,245 | — | (36,946 | ) | ||||||||||||||
Income tax provision | 4,584 | — | 31,384 | — | 35,968 | ||||||||||||||||
Equity in earnings of subsidiaries | 123,584 | — | — | (123,584 | ) | — | |||||||||||||||
Net income (loss) | (72,914 | ) | 46,723 | 76,861 | (123,584 | ) | (72,914 | ) | |||||||||||||
Other comprehensive loss | (155,362 | ) | — | — | — | (155,362 | ) | ||||||||||||||
Comprehensive income (loss) | $ | (228,276 | ) | $ | 46,723 | $ | 76,861 | $ | (123,584 | ) | $ | (228,276 | ) | ||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
Fiscal Year Ended December 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 21,733,839 | $ | 563,339 | $ | 94,337 | $ | (94,337 | ) | $ | 22,297,178 | ||||||||||
Cost of goods sold | 18,028,018 | 446,021 | — | — | 18,474,039 | ||||||||||||||||
Gross profit | 3,705,821 | 117,318 | 94,337 | (94,337 | ) | 3,823,139 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and administrative costs | 3,454,223 | 92,710 | 59,572 | (112,251 | ) | 3,494,254 | |||||||||||||||
Restructuring and tangible asset impairment charges | 6,996 | — | 1,390 | — | 8,386 | ||||||||||||||||
Total operating expenses | 3,461,219 | 92,710 | 60,962 | (112,251 | ) | 3,502,640 | |||||||||||||||
Operating income | 244,602 | 24,608 | 33,375 | 17,914 | 320,499 | ||||||||||||||||
Interest expense—net | 260,939 | 768 | 44,380 | — | 306,087 | ||||||||||||||||
Loss on extinguishment of debt | 41,796 | — | — | — | 41,796 | ||||||||||||||||
Other expense (income)—net | 107,433 | (17,914 | ) | (107,433 | ) | 17,914 | — | ||||||||||||||
Income (loss) before income taxes | (165,566 | ) | 41,754 | 96,428 | — | (27,384 | ) | ||||||||||||||
Income tax provision | 1,719 | — | 28,103 | — | 29,822 | ||||||||||||||||
Equity in earnings of subsidiaries | 110,079 | — | — | (110,079 | ) | — | |||||||||||||||
Net income (loss) | (57,206 | ) | 41,754 | 68,325 | (110,079 | ) | (57,206 | ) | |||||||||||||
Other comprehensive income | 123,505 | — | — | — | 123,505 | ||||||||||||||||
Comprehensive income (loss) | $ | 66,299 | $ | 41,754 | $ | 68,325 | $ | (110,079 | ) | $ | 66,299 | ||||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
Fiscal Year Ended December 29, 2012 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 21,087,568 | $ | 577,353 | $ | 94,387 | $ | (94,387 | ) | $ | 21,664,921 | ||||||||||
Cost of goods sold | 17,503,932 | 468,017 | — | — | 17,971,949 | ||||||||||||||||
Gross profit | 3,583,636 | 109,336 | 94,387 | (94,387 | ) | 3,692,972 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and administrative costs | 3,306,527 | 95,300 | 58,883 | (111,171 | ) | 3,349,539 | |||||||||||||||
Restructuring and tangible asset impairment charges | 6,158 | — | 2,765 | — | 8,923 | ||||||||||||||||
Total operating expenses | 3,312,685 | 95,300 | 61,648 | (111,171 | ) | 3,358,462 | |||||||||||||||
Operating income | 270,951 | 14,036 | 32,739 | 16,784 | 334,510 | ||||||||||||||||
Interest expense—net | 265,719 | 19 | 46,074 | — | 311,812 | ||||||||||||||||
Loss on extinguishment of debt | 30,627 | — | 796 | — | 31,423 | ||||||||||||||||
Other expense (income)—net | 100,078 | (16,784 | ) | (100,078 | ) | 16,784 | — | ||||||||||||||
Income (loss) before income taxes | (125,473 | ) | 30,801 | 85,947 | — | (8,725 | ) | ||||||||||||||
Income tax provision | 13,767 | — | 28,681 | — | 42,448 | ||||||||||||||||
Equity in earnings of subsidiaries | 88,067 | — | — | (88,067 | ) | — | |||||||||||||||
Net income (loss) | (51,173 | ) | 30,801 | 57,266 | (88,067 | ) | (51,173 | ) | |||||||||||||
Other comprehensive income | 3,410 | — | — | — | 3,410 | ||||||||||||||||
Comprehensive income (loss) | $ | (47,763 | ) | $ | 30,801 | $ | 57,266 | $ | (88,067 | ) | $ | (47,763 | ) | ||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||||||
Fiscal Year Ended December 27, 2014 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 362,140 | $ | 13,623 | $ | 26,427 | $ | 402,190 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Proceeds from sales of property and equipment | 8,908 | — | 16,146 | 25,054 | |||||||||||||||||
Purchases of property and equipment | (138,670 | ) | (8,387 | ) | (37 | ) | (147,094 | ) | |||||||||||||
Insurance recoveries related to property and equipment | 4,000 | — | — | 4,000 | |||||||||||||||||
Net cash provided by (used in) investing activities | (125,762 | ) | (8,387 | ) | 16,109 | (118,040 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt borrowings | 898,410 | — | 40 | 898,450 | |||||||||||||||||
Payment for debt financing costs and fees | — | — | (421 | ) | (421 | ) | |||||||||||||||
Principal payments on debt and capital leases | (1,010,909 | ) | (5,034 | ) | (90 | ) | (1,016,033 | ) | |||||||||||||
Contingent consideration paid for acquisitions of businesses | (1,800 | ) | — | — | (1,800 | ) | |||||||||||||||
Capital contributions (distributions) | 42,063 | — | (42,063 | ) | — | ||||||||||||||||
Proceeds from parent company common stock sales | 197 | — | — | 197 | |||||||||||||||||
Parent company common stock repurchased | (628 | ) | — | — | (628 | ) | |||||||||||||||
Net cash used in financing activities | (72,667 | ) | (5,034 | ) | (42,534 | ) | (120,235 | ) | |||||||||||||
Net increase in cash and cash equivalents | 163,711 | 202 | 2 | 163,915 | |||||||||||||||||
Cash and cash equivalents—beginning of year | 178,872 | 872 | — | 179,744 | |||||||||||||||||
Cash and cash equivalents—end of year | $ | 342,583 | $ | 1,074 | $ | 2 | $ | 343,659 | |||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||||||
Fiscal Year Ended December 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 289,245 | $ | 6,902 | $ | 26,105 | $ | 322,252 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses | (11,369 | ) | — | — | (11,369 | ) | |||||||||||||||
Proceeds from sales of property and equipment | 7,018 | — | 7,590 | 14,608 | |||||||||||||||||
Purchases of property and equipment | (185,673 | ) | (5,448 | ) | (10 | ) | (191,131 | ) | |||||||||||||
Net cash provided by (used in) investing activities | (190,024 | ) | (5,448 | ) | 7,580 | (187,892 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt refinancing | 854,485 | — | — | 854,485 | |||||||||||||||||
Proceeds from debt borrowings | 1,644,000 | — | — | 1,644,000 | |||||||||||||||||
Payment for debt financing costs and fees | (29,376 | ) | — | — | (29,376 | ) | |||||||||||||||
Principal payments on debt and capital leases | (2,276,174 | ) | (2,137 | ) | — | (2,278,311 | ) | ||||||||||||||
Repurchase of senior subordinated notes | (375,144 | ) | — | — | (375,144 | ) | |||||||||||||||
Contingent consideration paid for acquisitions of businesses | (6,159 | ) | — | — | (6,159 | ) | |||||||||||||||
Capital contributions (distributions) | 33,685 | — | (33,685 | ) | — | ||||||||||||||||
Proceeds from parent company common stock sales | 1,850 | — | — | 1,850 | |||||||||||||||||
Parent company common stock repurchased | (8,418 | ) | — | — | (8,418 | ) | |||||||||||||||
Net cash used in financing activities | (161,251 | ) | (2,137 | ) | (33,685 | ) | (197,073 | ) | |||||||||||||
Net decrease in cash and cash equivalents | (62,030 | ) | (683 | ) | — | (62,713 | ) | ||||||||||||||
Cash and cash equivalents—beginning of year | 240,902 | 1,555 | — | 242,457 | |||||||||||||||||
Cash and cash equivalents—end of year | $ | 178,872 | $ | 872 | $ | — | $ | 179,744 | |||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||||||
Fiscal Year Ended December 29, 2012 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 250,365 | $ | 34,832 | $ | 30,722 | $ | 315,919 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses | (106,041 | ) | — | — | (106,041 | ) | |||||||||||||||
Proceeds from sales of property and equipment | 12,264 | — | 7,421 | 19,685 | |||||||||||||||||
Purchases of property and equipment | (258,566 | ) | (34,876 | ) | (14 | ) | (293,456 | ) | |||||||||||||
Net cash provided by (used in) investing activities | (352,343 | ) | (34,876 | ) | 7,407 | (379,812 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt refinancing | 583,625 | — | 686,000 | 1,269,625 | |||||||||||||||||
Proceeds from other borrowings | 2,031,000 | — | — | 2,031,000 | |||||||||||||||||
Payment for debt financing costs | (31,648 | ) | — | (3,440 | ) | (35,088 | ) | ||||||||||||||
Principal payments on debt and capital leases | (2,129,041 | ) | — | (854,526 | ) | (2,983,567 | ) | ||||||||||||||
Repurchase of senior subordinated notes | (175,338 | ) | — | — | (175,338 | ) | |||||||||||||||
Capital (distributions) contributions | (133,837 | ) | — | 133,837 | — | ||||||||||||||||
Proceeds from parent company common stock sales | 761 | — | — | 761 | |||||||||||||||||
Parent company common stock repurchased | (3,734 | ) | — | — | (3,734 | ) | |||||||||||||||
Net cash provided by (used in) financing activities | 141,788 | — | (38,129 | ) | 103,659 | ||||||||||||||||
Net increase (decrease) in cash and cash equivalents | 39,810 | (44 | ) | — | 39,766 | ||||||||||||||||
Cash and cash equivalents—beginning of year | 201,092 | 1,599 | — | 202,691 | |||||||||||||||||
Cash and cash equivalents—end of year | $ | 240,902 | $ | 1,555 | $ | — | $ | 242,457 | |||||||||||||
Quarterly_Financial_Informatio
Quarterly Financial Information (Unaudited) | 12 Months Ended | ||||||||||||||||||||
Dec. 27, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Quarterly Financial Information (Unaudited) | 23 | QUARTERLY FINANCIAL INFORMATION (Unaudited) | |||||||||||||||||||
Financial information for each quarter in the fiscal years ended December 27, 2014 and December 28, 2013, is set forth below (in thousands): | |||||||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Total | |||||||||||||||||
(in thousands) | |||||||||||||||||||||
Fiscal year ended December 27, 2014 | |||||||||||||||||||||
Net sales | $ | 5,456,635 | $ | 5,897,944 | $ | 5,911,490 | $ | 5,753,732 | $ | 23,019,801 | |||||||||||
Cost of goods sold(1) | 4,561,948 | 4,933,697 | 4,950,661 | 4,775,786 | 19,222,092 | ||||||||||||||||
Gross profit | 894,687 | 964,247 | 960,829 | 977,946 | 3,797,709 | ||||||||||||||||
Operating expenses(2) | 877,570 | 899,926 | 903,640 | 864,317 | 3,545,453 | ||||||||||||||||
Interest expense—net | 73,178 | 73,626 | 71,432 | 70,966 | 289,202 | ||||||||||||||||
Income (loss) before income taxes | (56,061 | ) | (9,305 | ) | (14,243 | ) | 42,663 | (36,946 | ) | ||||||||||||
Income tax provision (benefit) | 9,163 | 9,360 | 22,628 | (5,183 | ) | 35,968 | |||||||||||||||
Net income (loss) | $ | (65,224 | ) | $ | (18,665 | ) | $ | (36,871 | ) | $ | 47,846 | $ | (72,914 | ) | |||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
Quarter | Quarter | Quarter | |||||||||||||||||||
Quarter | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Fiscal year ended December 28, 2013 | |||||||||||||||||||||
Net sales | $ | 5,404,922 | $ | 5,658,748 | $ | 5,686,712 | $ | 5,546,796 | $ | 22,297,178 | |||||||||||
Cost of goods sold(1) | 4,495,783 | 4,686,933 | 4,716,253 | 4,575,070 | 18,474,039 | ||||||||||||||||
Gross profit | 909,139 | 971,815 | 970,459 | 971,726 | 3,823,139 | ||||||||||||||||
Operating expenses(2) | 885,762 | 871,623 | 881,600 | 863,655 | 3,502,640 | ||||||||||||||||
Interest expense—net | 81,826 | 78,522 | 72,778 | 72,961 | 306,087 | ||||||||||||||||
Loss on extinguishment of debt(3) | 23,967 | 17,829 | — | — | 41,796 | ||||||||||||||||
Income (loss) before income taxes | (82,416 | ) | 3,841 | 16,081 | 35,110 | (27,384 | ) | ||||||||||||||
Income tax provision (benefit) | 12,292 | (12,167 | ) | (6,358 | ) | 36,055 | 29,822 | ||||||||||||||
Net income (loss) | $ | (94,708 | ) | $ | 16,008 | $ | 22,439 | $ | (945 | ) | $ | (57,206 | ) | ||||||||
-1 | Cost of goods sold is net of related vendor considerations, and excludes depreciation and amortization expense. | ||||||||||||||||||||
-2 | Operating expenses include depreciation and amortization expense, restructuring and tangible asset impairment charges. | ||||||||||||||||||||
-3 | Loss on extinguishment of debt includes fees paid to debt holders, third party costs, early redemption premiums and the write off of old debt facility unamortized debt issuance costs. See Note 11—Debt for a further description of the Company’s debt refinancing transactions. | ||||||||||||||||||||
Business_Segment_Information
Business Segment Information | 12 Months Ended | ||||||||||||
Dec. 27, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Business Segment Information | 24 | BUSINESS SEGMENT INFORMATION | |||||||||||
The Company operates in one business segment based on how the Chief Operating Decision Maker (“CODM”)—the 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 asset impairment charges; 3) share-based compensation expense; 4) business transformation costs; 5) Acquisition related costs; 6) other gains, losses or charges as specified under the Company’s debt agreements; and 7) the non-cash impact of net LIFO adjustments. Costs to optimize and transform our business are noted as business transformation costs in the table below and are added to EBITDA in arriving at Adjusted EBITDA as permitted under the Company’s debt agreements. Business transformation costs include costs related to functionalization and significant process and systems redesign in the Company’s replenishment, finance, category management and human resources functions; company rebranding; cash & carry retail store strategy; and implementation and process and system redesign related to the Company’s sales model. | |||||||||||||
The aforementioned items are specified as items to add to EBITDA in arriving at Adjusted EBITDA per the Company’s debt agreements and, accordingly, our management includes such adjustments when assessing the operating performance of the business. | |||||||||||||
The following is a reconciliation for the last three fiscal years of Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is Net loss: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in thousands) | |||||||||||||
Adjusted EBITDA | $ | 866,237 | $ | 845,393 | $ | 840,750 | |||||||
Adjustments: | |||||||||||||
Sponsor fees(1) | (10,438 | ) | (10,302 | ) | (10,242 | ) | |||||||
Restructuring and tangible asset impairment charges(2) | 50 | (8,386 | ) | (8,923 | ) | ||||||||
Share-based compensation expense(3) | (11,736 | ) | (8,406 | ) | (4,312 | ) | |||||||
Net LIFO reserve change(4) | (60,321 | ) | (11,925 | ) | (13,213 | ) | |||||||
Loss on extinguishment of debt(5) | — | (41,796 | ) | (31,423 | ) | ||||||||
Pension settlement(6) | (2,370 | ) | (1,778 | ) | (17,840 | ) | |||||||
Business transformation costs(7) | (54,135 | ) | (60,800 | ) | (74,900 | ) | |||||||
Acquisition related costs(8) | (37,905 | ) | (3,522 | ) | — | ||||||||
Other(9) | (25,577 | ) | (31,587 | ) | (20,918 | ) | |||||||
EBITDA | 663,805 | 666,891 | 658,979 | ||||||||||
Interest expense, net | (289,202 | ) | (306,087 | ) | (311,812 | ) | |||||||
Income tax (provision) benefit | (35,968 | ) | (29,822 | ) | (42,448 | ) | |||||||
Depreciation and amortization expense | (411,549 | ) | (388,188 | ) | (355,892 | ) | |||||||
Net loss | $ | (72,914 | ) | $ | (57,206 | ) | $ | (51,173 | ) | ||||
-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 stock option awards, restricted stock and restricted stock units. | ||||||||||||
-4 | Consists of net 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 11—Debt for a further description of debt refinancing transactions. | ||||||||||||
-6 | Consists of charges resulting from lump-sum payment settlements to retirees and former employees participating in several Company sponsored pension plans. | ||||||||||||
-7 | Consists primarily of costs related to functionalization and significant process and systems redesign. | ||||||||||||
-8 | Consists of direct and incremental costs related to the Acquisition. | ||||||||||||
-9 | Other includes gains, losses or charges as specified under the Company’s debt agreements, including $16 million of costs subject to coverage under the Company’s insurance policies. | ||||||||||||
The following table presents the sales mix for the Company’s principal product categories for the last three fiscal years: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in thousands) | |||||||||||||
Meats and seafood | $ | 8,326,191 | $ | 7,684,396 | $ | 7,445,636 | |||||||
Dry grocery products | 4,152,682 | 4,275,669 | 4,214,890 | ||||||||||
Refrigerated and frozen grocery products | 3,463,411 | 3,446,308 | 3,373,764 | ||||||||||
Dairy | 2,555,362 | 2,332,346 | 2,221,986 | ||||||||||
Equipment, disposables and supplies | 2,132,044 | 2,133,899 | 2,075,323 | ||||||||||
Beverage products | 1,263,965 | 1,309,303 | 1,322,961 | ||||||||||
Produce | 1,126,146 | 1,115,257 | 1,010,361 | ||||||||||
$ | 23,019,801 | $ | 22,297,178 | $ | 21,664,921 | ||||||||
No single customer accounted for more than 4% of the Company’s consolidated net sales for 2014, 2013 and 2012. However, customers purchasing through one group purchasing organization accounted for approximately 12%, 12%, and 11% of consolidated Net sales in 2014, 2013 and 2012, respectively. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 27, 2014 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation—Consolidated financial statements include the accounts of US Foods and its 100% owned subsidiaries. All intercompany transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates—Consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). This requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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, accounts receivable-related allowance, vendor consideration, self-insurance programs, and income taxes. |
Cash and Cash Equivalents | Cash and Cash Equivalents—The Company considers all highly liquid investments purchased with a maturity of three or fewer months to be cash equivalents. |
Accounts Receivable | Accounts Receivable—Accounts receivable primarily represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not bear interest. Receivables are presented net of the allowance for doubtful accounts in the accompanying Consolidated Balance Sheets. The Company evaluates the collectability of its accounts receivable and determines the appropriate reserve for doubtful accounts based on a combination of factors. When we are aware of a customer’s inability to meet its financial obligation, a specific allowance for doubtful accounts is recorded, reducing the receivable to the net amount we reasonably expect to collect. In addition, allowances are recorded for all other receivables based on analyzing historic collection trends, write-offs and the aging of receivables. The Company uses specific criteria to determine uncollectible receivables to be written off, including bankruptcy, accounts referred to outside parties for collection, and accounts past due over specified periods. If the financial condition of the Company’s customers were to deteriorate, additional allowances may be required. |
Vendor Consideration and Receivables | Vendor Consideration and Receivables —The Company participates in various rebate and promotional incentives with its suppliers, primarily through purchase-based programs. Consideration earned under these incentives is recorded as a reduction of inventory cost, as the Company’s obligations under the programs are fulfilled primarily when products are purchased. Consideration is typically received in the form of invoice deductions, or less often in the form of cash payments. Changes in the estimated amount of incentives earned are treated as changes in estimates and are recognized in the period of change. |
Vendor consideration is typically deducted from invoices or collected in cash within 30 days of being earned, if not sooner. Vendor receivables primarily represent the uncollected balance of the vendor consideration. Due to the process of primarily collecting the consideration by deducting it from the amounts due to the vendor, the Company does not experience significant collectability issues. The Company evaluates the collectability of its vendor receivables based on specific vendor information and vendor collection history. | |
Inventories | Inventories —The Company’s inventories—consisting mainly of food and other foodservice-related products—are considered finished goods. Inventory costs include the purchase price of the product and freight charges to deliver it to the Company’s warehouses, and are net of certain cash or non-cash consideration received from vendors (see “Vendor Consideration and Receivables”). The Company assesses the need for valuation allowances for slow-moving, excess and obsolete inventories by estimating the net recoverable value of such goods based upon inventory category, inventory age, specifically identified items and overall economic conditions. |
The Company records inventories at the lower of cost or market using the last-in, first-out (“LIFO”) method. The base year values of beginning and ending inventories are determined using the inventory price index computation method. This “links” current costs to original costs in the base year when the Company adopted LIFO. During 2014, inventory quantities were reduced resulting in the liquidation of certain quantities carried at lower costs in prior years. As a result of this LIFO liquidation, cost of sales decreased $7 million in 2014. There were no LIFO inventory liquidations in 2013 and 2012. | |
At December 27, 2014 and December 28, 2013, the LIFO balance sheet reserves were $208 million and $148 million, respectively. As a result of net changes in LIFO reserves, cost of goods sold increased $60 million, $12 million and $13 million for fiscal years 2014, 2013 and 2012, respectively. For 2014, the $60 million increase in cost of goods sold due to the 2014 change in LIFO reserves is net of the $7 million decrease in cost of goods sold resulting from the LIFO liquidation. | |
Property and Equipment | Property and Equipment—Property and equipment are stated at cost. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to 40 years. Property and equipment under capital leases and leasehold improvements are amortized on a straight-line basis over the shorter of the remaining terms of the leases or the estimated useful lives of the assets. |
Routine maintenance and repairs are charged to expense as incurred. Applicable interest charges incurred during the construction of new facilities or development of software for internal use are capitalized as one of the elements of cost and are amortized over the useful life of the respective assets. | |
Property and equipment held and used by the Company are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. For purposes of evaluating the recoverability of property and equipment, the Company compares the carrying value of the asset or asset group to the estimated, undiscounted future cash flows expected to be generated by the long-lived asset or asset group. If the future cash flows included in a long-lived asset recoverability test do not exceed the carrying value, the carrying value is compared to the fair value of such asset. If the carrying value exceeds the fair value, an impairment charge is recorded for the excess. | |
The Company also assesses the recoverability of its closed facilities actively marketed for sale. If a facility’s carrying value exceeds its fair value, less an estimated cost to sell, an impairment charge is recorded for the 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 13 – Restructuring and Tangible Asset Impairment Charges for a discussion of our long-lived asset impairment charges. | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets—Goodwill and Other intangible assets include the cost of the acquired business in excess of the fair value of the net tangible assets recorded in connection with acquisitions. Other intangible assets include customer relationships, the brand names comprising our portfolio of exclusive brands, and trademarks. As required, we assess Goodwill and Other intangible assets with indefinite lives for impairment annually, or more frequently if events occur that indicate an asset may be impaired. For goodwill and indefinite-lived intangible assets, our policy is to assess for impairment at the beginning of each fiscal third quarter. For other intangible assets with finite lives, we assess for impairment only if events occur that indicate that the carrying amount of an asset may not be recoverable. All goodwill is assigned to the consolidated Company as the reporting unit. |
Self-Insurance Programs | Self-Insurance Programs—The Company accrues estimated liability amounts for claims covering general liability, fleet liability, workers’ compensation, and group medical insurance programs. The amounts in excess of certain levels are fully insured. The Company accrues its estimated liability for the self-insured medical insurance program, including an estimate for incurred but not reported claims, based on known claims and past claims history. The Company accrues an estimated liability for the general liability, fleet liability and workers’ compensation programs. This is based on an assessment of exposure related to known claims and incurred but not reported claims, as applicable. The inherent uncertainty of future loss projections could cause actual claims to differ from our estimates. These accruals are included in Accrued expenses and Other long-term liabilities in the Consolidated Balance Sheets. |
Share-Based Compensation | Share-Based Compensation—Certain employees participate in the 2007 Stock Incentive Plan for Key Employees of USF Holding and its Affiliates, as amended (“Stock Incentive Plan”), which allows purchases of shares of USF Holding common stock, grants of restricted stock and restricted stock units of USF Holding, and grants of options exercisable in USF Holding common stock. The Company measures compensation expense for stock-based option awards at fair value at the date of grant, and it recognizes compensation expense over the service period for stock-based awards expected to vest. USF Holding contributes shares to the Company for employee purchases and upon exercise of options or grants of restricted stock and restricted stock units. |
Business Acquisitions | Business Acquisitions—The Company accounts for business acquisitions under the acquisition method, in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition. The operating results of the acquired companies are included in the Company’s consolidated financial statements from the date of acquisition. |
Revenue Recognition | Revenue Recognition — The Company recognizes revenue from the sale of product when 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. |
Shipping and Handling Costs | Shipping and Handling Costs—Shipping and handling costs—which include costs related to the selection of products and their delivery to customers—are recorded as a component of Distribution, selling and administrative costs. Shipping and handling costs were $1.5 billion for each of the 2014, 2013 and 2012 fiscal years. |
Income Taxes | Income Taxes—The Company accounts for income taxes under the asset and liability method. This requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the consolidated financial statements and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income during the period that includes the enactment date. Net deferred tax assets are recorded to the extent the Company believes these assets will more likely than not be realized. |
An uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Uncertain tax positions are recorded at the largest amount that is more likely than not to be sustained. The Company adjusts the amounts recorded for uncertain tax positions when its judgment changes, as a result of evaluating new information not previously available. These differences are reflected as increases or decreases to income tax expense in the period in which they are determined. | |
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. |
Despite ongoing 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 is depreciating the asset balance over its estimated useful life and reduces the capital lease and purchase obligation as payments are made. | |
Derivative Financial Instruments | Derivative Financial Instruments—The Company has used interest rate swap agreements in the past to manage its exposure to interest rate movements on its variable-rate term loan obligation. It is not currently party to any interest rate swap agreements. |
In the normal course of business, the Company enters into forward purchase agreements to procure fuel, electricity and product commodities related to its business. These agreements often meet the definition of a derivative. However, in these cases, the Company has elected to apply the normal purchase and sale exemption available under derivatives accounting literature, and these agreements are not recorded at fair value. | |
Concentration Risks | Concentration Risks—Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash equivalents and accounts receivable. The Company’s cash equivalents are invested primarily in money market funds at major financial institutions. Credit risk related to accounts receivable is dispersed across a larger number of customers located throughout the United States. The Company attempts to reduce credit risk through initial and ongoing credit evaluations of its customers’ financial condition. There were no receivables from any one customer representing more than 5% of our consolidated gross accounts receivable at December 27, 2014 and December 28, 2013. |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 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 December 27, 2014 and December 28, 2013, aggregated by the level in the fair value hierarchy within which those measurements fall, are as follows (in thousands): | ||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Recurring fair value measurements: | |||||||||||||||||
Money market funds | $ | 231,600 | $ | — | $ | — | $ | 231,600 | |||||||||
Balance at December 27, 2014 | $ | 231,600 | $ | — | $ | — | $ | 231,600 | |||||||||
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 December 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 | |||||||||
Allowance_for_Doubtful_Account1
Allowance for Doubtful Accounts (Tables) | 12 Months Ended | ||||||||||||
Dec. 27, 2014 | |||||||||||||
Receivables [Abstract] | |||||||||||||
Summary of Activity in Allowance for Doubtful Accounts | A summary of the activity in the allowance for doubtful accounts for the last three fiscal years is as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance at beginning of year | $ | 25,151 | $ | 25,606 | $ | 35,100 | |||||||
Charged to costs and expenses | 18,559 | 19,481 | 10,701 | ||||||||||
Customer accounts written off—net of recoveries | (18,721 | ) | (19,936 | ) | (20,195 | ) | |||||||
Balance at end of year | $ | 24,989 | $ | 25,151 | $ | 25,606 | |||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||||
Dec. 27, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Summary of Property and Equipment | Property and equipment consisted of the following (in thousands): | ||||||||||
December 27, | December 28, | Range of | |||||||||
2014 | 2013 | Useful Lives | |||||||||
Land | $ | 291,871 | $ | 287,385 | |||||||
Buildings and building improvements | 1,055,936 | 1,052,355 | 10–40 years | ||||||||
Transportation equipment | 651,184 | 586,376 | 5–10 years | ||||||||
Warehouse equipment | 300,760 | 278,732 | 5–12 years | ||||||||
Office equipment, furniture and software | 622,296 | 532,389 | 3–7 years | ||||||||
Construction in process | 117,125 | 104,717 | |||||||||
3,039,172 | 2,841,954 | ||||||||||
Less accumulated depreciation and amortization | (1,312,589 | ) | (1,093,459 | ) | |||||||
Property and equipment—net | $ | 1,726,583 | $ | 1,748,495 | |||||||
Goodwill_and_Other_Intangibles1
Goodwill and Other Intangibles (Tables) | 12 Months Ended | ||||||||
Dec. 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): | ||||||||
December 27, | December 28, | ||||||||
2014 | 2013 | ||||||||
Goodwill | $ | 3,835,477 | $ | 3,835,477 | |||||
Customer relationships—amortizable: | |||||||||
Gross carrying amount | $ | 1,376,094 | $ | 1,377,663 | |||||
Accumulated amortization | (1,026,680 | ) | (877,396 | ) | |||||
Net carrying value | 349,414 | 500,267 | |||||||
Noncompete agreement—amortizable: | |||||||||
Gross carrying amount | 800 | 800 | |||||||
Accumulated amortization | (187 | ) | (27 | ) | |||||
Net carrying value | 613 | 773 | |||||||
Brand names and trademarks—not amortizing | 252,800 | 252,800 | |||||||
Total other intangibles—net | $ | 602,827 | $ | 753,840 | |||||
Assets_Held_for_Sale_Tables
Assets Held for Sale (Tables) | 12 Months Ended | ||||||||
Dec. 27, 2014 | |||||||||
Text Block [Abstract] | |||||||||
Schedule of Change in Assets Held for Sale | The changes in Assets held for sale for fiscal years 2014 and 2013 were as follows (in thousands): | ||||||||
2014 | 2013 | ||||||||
Balance at beginning of year | $ | 14,554 | $ | 23,193 | |||||
Transfers in | 6,700 | 4,193 | |||||||
Assets sold | (14,314 | ) | (10,972 | ) | |||||
Tangible asset impairment charges | (1,580 | ) | (1,860 | ) | |||||
Balance at end of the year | $ | 5,360 | $ | 14,554 | |||||
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||||||||||||
Dec. 27, 2014 | |||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||
Components of Debt | The Company’s debt consisted of the following (in thousands): | ||||||||||||||
Contractual | Interest Rate at | December 27, | December 28, | ||||||||||||
Maturity | December 27, | 2014 | 2013 | ||||||||||||
2014 | |||||||||||||||
Debt Description | |||||||||||||||
ABL Facility | May 11, 2016 | — | $ | — | $ | 20,000 | |||||||||
2012 ABS Facility | May 11, 2016 | 1.21 | % | 636,000 | 686,000 | ||||||||||
Amended 2011 Term Loan | March 31, 2019 | 4.5 | 2,073,750 | 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 | 189,232 | 116,662 | |||||||||||
Other debt | 2018–2031 | 5.75 - 9.00 | 11,795 | 12,359 | |||||||||||
Total debt | 4,733,168 | 4,752,162 | |||||||||||||
Add unamortized premium | 14,982 | 18,311 | |||||||||||||
Less current portion of long-term debt | (51,877 | ) | (35,225 | ) | |||||||||||
Long-term debt | $ | 4,696,273 | $ | 4,735,248 | |||||||||||
Principal Payments on Outstanding Debt | Principal payments to be made on outstanding debt as of December 27, 2014, were as follows (in thousands): | ||||||||||||||
2015 | $ | 51,877 | |||||||||||||
2016 | 683,907 | ||||||||||||||
2017 | 521,645 | ||||||||||||||
2018 | 63,659 | ||||||||||||||
2019 | 3,367,439 | ||||||||||||||
Thereafter | 44,641 | ||||||||||||||
$ | 4,733,168 | ||||||||||||||
Accrued_Expenses_and_Other_Lon1
Accrued Expenses and Other Long-Term Liabilities (Tables) | 12 Months Ended | ||||||||||||
Dec. 27, 2014 | |||||||||||||
Payables and Accruals [Abstract] | |||||||||||||
Accrued Expenses and Other Long-term Liabilities | Accrued expenses and other long-term liabilities consisted of the following (in thousands): | ||||||||||||
December 27, | December 28, | ||||||||||||
2014 | 2013 | ||||||||||||
Accrued expenses and other current liabilities: | |||||||||||||
Salary, wages and bonus expenses | $ | 129,887 | $ | 110,427 | |||||||||
Operating expenses | 46,845 | 61,500 | |||||||||||
Workers’ compensation, general liability and fleet liability | 45,264 | 42,204 | |||||||||||
Group medical liability | 20,183 | 20,379 | |||||||||||
Customer rebates and other selling expenses | 65,052 | 63,038 | |||||||||||
Restructuring | 9,792 | 13,184 | |||||||||||
Property and sales tax | 19,224 | 22,526 | |||||||||||
Interest payable | 69,465 | 70,702 | |||||||||||
Deferred tax liabilities | 10,079 | — | |||||||||||
Other | 19,847 | 19,675 | |||||||||||
Total accrued expenses and other current liabilities | $ | 435,638 | $ | 423,635 | |||||||||
Other long-term liabilities: | |||||||||||||
Workers’ compensation, general liability and fleet liability | $ | 115,640 | $ | 111,364 | |||||||||
Accrued pension and other postretirement benefit obligations | 227,106 | 100,393 | |||||||||||
Restructuring | 47,089 | 58,034 | |||||||||||
Unfunded lease obligation | 31,422 | 33,404 | |||||||||||
Other | 28,962 | 31,613 | |||||||||||
Total Other long-term liabilities | $ | 450,219 | $ | 334,808 | |||||||||
Summary of Self-Insurance Liability Activity | This table summarizes self-insurance liability activity for the last three fiscal years (in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance at beginning of the year | $ | 153,568 | $ | 159,469 | $ | 175,891 | |||||||
Charged to costs and expenses | 65,025 | 56,526 | 37,763 | ||||||||||
Payments | (57,689 | ) | (62,427 | ) | (54,185 | ) | |||||||
Balance at end of the year | $ | 160,904 | $ | 153,568 | $ | 159,469 | |||||||
Restructuring_and_Tangible_Ass1
Restructuring and Tangible Asset Impairment Charges (Tables) | 12 Months Ended | ||||||||||||
Dec. 27, 2014 | |||||||||||||
Restructuring and Related Activities [Abstract] | |||||||||||||
Summary of Changes in Restructuring Liabilities | Changes in the restructuring liabilities for the last three fiscal years were as follows (in thousands): | ||||||||||||
Severance | Facility | Total | |||||||||||
and Related | Closing | ||||||||||||
Costs | Costs | ||||||||||||
Balance at December 31, 2011 | $ | 85,400 | $ | 5,593 | $ | 90,993 | |||||||
Current period charges | 4,703 | 51 | 4,754 | ||||||||||
Change in estimate | (1,575 | ) | (1,786 | ) | (3,361 | ) | |||||||
Payments and usage—net of accretion | (14,407 | ) | (681 | ) | (15,088 | ) | |||||||
Balance at December 29, 2012 | 74,121 | 3,177 | 77,298 | ||||||||||
Current period charges | 7,308 | 328 | 7,636 | ||||||||||
Change in estimate | (480 | ) | (630 | ) | (1,110 | ) | |||||||
Payments and usage—net of accretion | (11,877 | ) | (729 | ) | (12,606 | ) | |||||||
Balance at December 28, 2013 | 69,072 | 2,146 | 71,218 | ||||||||||
Current period charges | 106 | — | 106 | ||||||||||
Change in estimate | (584 | ) | (1,152 | ) | (1,736 | ) | |||||||
Payments and usage—net of accretion | (12,144 | ) | (563 | ) | (12,707 | ) | |||||||
Balance at December 27, 2014 | $ | 56,450 | $ | 431 | $ | 56,881 | |||||||
ShareBased_Compensation_and_US1
Share-Based Compensation and USF Holding Common Stock Issuances (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 27, 2014 | |||||||||||||||||||||||||
Weighted-Average Assumptions for Options Granted | The weighted-average assumptions for options granted for in fiscal years 2013 and 2012 are included in the following table. No options were granted in fiscal year 2014. | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Expected volatility | 35 | % | 35 | % | |||||||||||||||||||||
Expected dividends | 0 | % | 0 | % | |||||||||||||||||||||
Risk-free rate | 1 | % | 0.9 | % | |||||||||||||||||||||
Expected term (in years) 10-year options | 6.3 | 6.7 | |||||||||||||||||||||||
Summary of Options Outstanding | The summary of options outstanding and changes during fiscal year 2014 presented below is based on the Company’s determination of legally outstanding option awards. | ||||||||||||||||||||||||
Time | Performance | Total | Weighted- | Weighted- | Weighted - | ||||||||||||||||||||
Options | Options | Options | Average | Average | Average | ||||||||||||||||||||
Fair | Exercise | Remaining | |||||||||||||||||||||||
Value | Price | Contractual | |||||||||||||||||||||||
Years | |||||||||||||||||||||||||
Outstanding at December 28, 2013 | 12,399,555 | 12,399,555 | 24,799,110 | $ | 2.04 | $ | 5.2 | ||||||||||||||||||
Granted | — | — | — | — | — | ||||||||||||||||||||
Exercised | (12,000 | ) | (10,000 | ) | (22,000 | ) | $ | 1.63 | $ | 5 | |||||||||||||||
Forfeited | (94,842 | ) | (114,562 | ) | (209,404 | ) | $ | 2.13 | $ | 5.93 | |||||||||||||||
Outstanding at December 27, 2014 | 12,292,713 | 12,274,993 | 24,567,706 | $ | 1.97 | $ | 5.19 | 6 | |||||||||||||||||
Vested and exercisable at December 27, 2014 | 9,395,838 | 7,622,773 | 17,018,611 | $ | 1.93 | $ | 4.99 | 6 | |||||||||||||||||
Summary of Nonvested Restricted Shares | The summary of nonvested Restricted Stock Units as of December 27, 2014, and changes during the fiscal year then ended presented below is based on the Company’s determination of legally outstanding RSUs. | ||||||||||||||||||||||||
Time | Performance | Total | Weighted- | ||||||||||||||||||||||
Restricted | Restricted | Restricted | Average | ||||||||||||||||||||||
Stock Units | Stock Units | Stock Units | Fair | ||||||||||||||||||||||
Value | |||||||||||||||||||||||||
Nonvested at December 28, 2013 | 1,264,583 | 1,097,916 | 2,362,499 | $ | 6 | ||||||||||||||||||||
Granted | 166,667 | — | 166,667 | $ | 6 | ||||||||||||||||||||
Vested | (264,998 | ) | — | (264,998 | ) | $ | 6 | ||||||||||||||||||
Forfeited | (59,887 | ) | (67,208 | ) | (127,095 | ) | $ | 6 | |||||||||||||||||
Nonvested at December 27, 2014 | 1,106,365 | 1,030,708 | 2,137,073 | $ | 6 | ||||||||||||||||||||
Restricted Shares [Member] | |||||||||||||||||||||||||
Summary of Nonvested Restricted Shares | The summary of nonvested Restricted Shares outstanding and changes during fiscal year 2014 is presented below: | ||||||||||||||||||||||||
Restricted | Weighted- | ||||||||||||||||||||||||
Shares | Average | ||||||||||||||||||||||||
Fair | |||||||||||||||||||||||||
Value | |||||||||||||||||||||||||
Nonvested at December 28, 2013 | 372,764 | $ | 6 | ||||||||||||||||||||||
Granted | — | ||||||||||||||||||||||||
Vested | (191,250 | ) | 6 | ||||||||||||||||||||||
Forfeited | (6,124 | ) | 6 | ||||||||||||||||||||||
Nonvested at December 27, 2014 | 175,390 | $ | 6 | ||||||||||||||||||||||
Leases_Tables
Leases (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 27, 2014 | |||||||||||||||||||||
Leases [Abstract] | |||||||||||||||||||||
Noncancelable Lease Agreements, Minimum Lease Payments | Future minimum lease payments under the above mentioned noncancelable lease agreements, together with contractual sublease income, as of December 27, 2014, are as follows (in thousands): | ||||||||||||||||||||
Unfunded Lease | Capital | Operating | Sublease | Net | |||||||||||||||||
Obligation | Leases | Leases | Income | ||||||||||||||||||
2015 | $ | 4,172 | $ | 33,124 | $ | 36,692 | ($ | 1,298 | ) | $ | 72,690 | ||||||||||
2016 | 4,269 | 33,190 | 31,594 | (1,038 | ) | 68,015 | |||||||||||||||
2017 | 4,269 | 33,257 | 26,228 | (778 | ) | 62,976 | |||||||||||||||
2018 | 4,269 | 51,131 | 20,822 | (6 | ) | 76,216 | |||||||||||||||
2019 | 4,663 | 29,469 | 19,975 | — | 54,107 | ||||||||||||||||
Thereafter | 19,237 | 38,954 | 51,773 | — | 109,964 | ||||||||||||||||
Total minimum lease payments (receipts) | 40,879 | 219,125 | $ | 187,084 | $ | (3,120 | ) | $ | 443,968 | ||||||||||||
Less amount representing interest | (11,895 | ) | (29,893 | ) | |||||||||||||||||
Present value of minimum lease payments | $ | 28,984 | $ | 189,232 | |||||||||||||||||
Retirement_Plans_Tables
Retirement Plans (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 27, 2014 | |||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | |||||||||||||||||
Components of Net Pension and Other Post Retirement Benefit Costs | The components of net pension and other postretirement benefit costs for the last three fiscal years were as follows (in thousands): | ||||||||||||||||
2014 | Pension Benefits | 2012 | |||||||||||||||
2013 | |||||||||||||||||
Components of net periodic pension cost: | |||||||||||||||||
Service cost | $ | 27,729 | $ | 32,773 | $ | 25,819 | |||||||||||
Interest cost | 37,468 | 33,707 | 38,404 | ||||||||||||||
Expected return on plan assets | (47,396 | ) | (42,036 | ) | (41,621 | ) | |||||||||||
Amortization of prior service cost | 198 | 198 | 102 | ||||||||||||||
Amortization of net loss | 2,294 | 13,288 | 14,572 | ||||||||||||||
Settlements | 2,370 | 1,778 | 17,840 | ||||||||||||||
Net periodic pension costs | $ | 22,663 | $ | 39,708 | $ | 55,116 | |||||||||||
Other Postretirement Plans | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Components of net periodic postretirement benefit costs: | |||||||||||||||||
Service cost | $ | 79 | $ | 153 | $ | 140 | |||||||||||
Interest cost | 318 | 431 | 512 | ||||||||||||||
Amortization of prior service cost | (334 | ) | — | — | |||||||||||||
Amortization of net (gain) loss | (75 | ) | 112 | 34 | |||||||||||||
Curtailment | (2,096 | ) | — | — | |||||||||||||
Net periodic other post-retirement benefit costs (credits) | $ | (2,108 | ) | $ | 696 | $ | 686 | ||||||||||
Changes in Plan Assets and Benefit Obligations | Changes in plan assets and benefit obligations recorded in Other comprehensive income (loss) for pension and Other postretirement benefits for the last three fiscal years were as follows (in thousands): | ||||||||||||||||
Pension Benefits | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Changes recognized in other comprehensive loss: | |||||||||||||||||
Actuarial gain (loss) | $ | (160,345 | ) | $ | 112,816 | $ | (54,059 | ) | |||||||||
Prior service cost | — | — | (620 | ) | |||||||||||||
Amortization of prior service cost | 198 | 198 | 102 | ||||||||||||||
Amortization of net loss | 2,294 | 13,288 | 14,572 | ||||||||||||||
Settlements | 2,370 | 1,778 | 17,840 | ||||||||||||||
Net amount recognized | $ | (155,483 | ) | $ | 128,080 | $ | (22,165 | ) | |||||||||
Other Postretirement Plans | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Changes recognized in other comprehensive loss: | |||||||||||||||||
Actuarial gain (loss) | $ | (986 | ) | $ | 2,198 | $ | (661 | ) | |||||||||
Prior service cost | 3,612 | — | — | ||||||||||||||
Amortization of prior service cost | (334 | ) | — | — | |||||||||||||
Amortization of net (gain) loss | (75 | ) | 112 | 34 | |||||||||||||
Curtailment | (2,096 | ) | — | — | |||||||||||||
Net amount recognized | $ | 121 | $ | 2,310 | $ | (627 | ) | ||||||||||
Funded Status of the Defined Benefit Plans | The funded status of the defined benefit plans for the last three fiscal years was as follows (in thousands): | ||||||||||||||||
Pension Benefits | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Change in benefit obligation: | |||||||||||||||||
Benefit obligation at beginning of period | $ | 733,752 | $ | 795,989 | $ | 762,771 | |||||||||||
Service cost | 27,729 | 32,773 | 25,819 | ||||||||||||||
Interest cost | 37,468 | 33,707 | 38,404 | ||||||||||||||
Actuarial (gain) loss | 199,807 | (98,962 | ) | 82,840 | |||||||||||||
Plan amendments | — | — | 620 | ||||||||||||||
Settlements | (11,517 | ) | (13,186 | ) | (68,627 | ) | |||||||||||
Benefit disbursements | (16,770 | ) | (16,569 | ) | (45,838 | ) | |||||||||||
Benefit obligation at end of period | 970,469 | 733,752 | 795,989 | ||||||||||||||
Change in plan assets: | |||||||||||||||||
Fair value of plan assets at beginning of period | 641,749 | 566,768 | 564,651 | ||||||||||||||
Return on plan assets | 86,857 | 55,890 | 70,403 | ||||||||||||||
Employer contribution | 48,847 | 48,846 | 46,179 | ||||||||||||||
Settlements | (11,517 | ) | (13,186 | ) | (68,627 | ) | |||||||||||
Benefit disbursements | (16,770 | ) | (16,569 | ) | (45,838 | ) | |||||||||||
Fair value of plan assets at end of period | 749,166 | 641,749 | 566,768 | ||||||||||||||
Net amount recognized | $ | (221,303 | ) | $ | (92,003 | ) | $ | (229,221 | ) | ||||||||
Other Postretirement Plans | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Change in benefit obligation: | |||||||||||||||||
Benefit obligation at beginning of period | $ | 9,375 | $ | 11,357 | $ | 10,653 | |||||||||||
Service cost | 79 | 153 | 140 | ||||||||||||||
Interest cost | 318 | 431 | 512 | ||||||||||||||
Employee contributions | 215 | 219 | 297 | ||||||||||||||
Actuarial (gain) loss | 986 | (2,198 | ) | 661 | |||||||||||||
Curtailment | (3,612 | ) | — | — | |||||||||||||
Benefit disbursements | (572 | ) | (587 | ) | (906 | ) | |||||||||||
Benefit obligation at end of period | 6,789 | 9,375 | 11,357 | ||||||||||||||
Change in plan assets: | |||||||||||||||||
Fair value of plan assets at beginning of period | — | — | — | ||||||||||||||
Employer contribution | 357 | 369 | 609 | ||||||||||||||
Employee contributions | 215 | 219 | 297 | ||||||||||||||
Benefit disbursements | (572 | ) | (587 | ) | (906 | ) | |||||||||||
Fair value of plan assets at end of period | — | — | — | ||||||||||||||
Net amount recognized | $ | (6,789 | ) | $ | (9,375 | ) | $ | (11,357 | ) | ||||||||
Pension Benefits | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Amounts recognized in the consolidated balance sheets consist of the following: | |||||||||||||||||
Accrued benefit obligation—current | $ | (453 | ) | $ | (401 | ) | $ | (401 | ) | ||||||||
Accrued benefit obligation—noncurrent | (220,850 | ) | (91,602 | ) | (228,820 | ) | |||||||||||
Net amount recognized in the consolidated balance sheets | $ | (221,303 | ) | $ | (92,003 | ) | $ | (229,221 | ) | ||||||||
Amounts recognized in accumulated other comprehensive income (loss) consist of the following: | |||||||||||||||||
Prior service cost | $ | (634 | ) | $ | (832 | ) | $ | (1,030 | ) | ||||||||
Net loss | (231,446 | ) | (75,765 | ) | (203,647 | ) | |||||||||||
Net gain (loss) recognized in accumulated other comprehensive income (loss) | $ | (232,080 | ) | $ | (76,597 | ) | $ | (204,677 | ) | ||||||||
Additional information: | |||||||||||||||||
Accumulated benefit obligation | $ | 888,937 | $ | 679,225 | $ | 733,626 | |||||||||||
Unfunded (prepaid) accrued pension cost | 10,777 | (15,406 | ) | (24,544 | ) | ||||||||||||
Other Postretirement Plans | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Amounts recognized in the consolidated balance sheets consist of the following: | |||||||||||||||||
Accrued benefit obligation—current | $ | (533 | ) | $ | (583 | ) | $ | (628 | ) | ||||||||
Accrued benefit obligation—noncurrent | (6,256 | ) | (8,792 | ) | (10,729 | ) | |||||||||||
Net amount recognized in the consolidated balance sheets | $ | (6,789 | ) | $ | (9,375 | ) | $ | (11,357 | ) | ||||||||
Amounts recognized in accumulated other comprehensive income (loss) consist of the following: | |||||||||||||||||
Net gain (loss) | $ | 1,368 | $ | 1,247 | $ | (1,063 | ) | ||||||||||
Net gain (loss) recognized in accumulated other comprehensive income (loss) | $ | 1,368 | $ | 1,247 | $ | (1,063 | ) | ||||||||||
Additional information—unfunded accrued benefit cost | $ | (8,157 | ) | $ | (10,622 | ) | $ | (10,294 | ) | ||||||||
Pension | Other | ||||||||||||||||
Benefits | Postretirement | ||||||||||||||||
Benefits | |||||||||||||||||
Amounts expected to be amortized from accumulated other comprehensive loss in the next fiscal year: | |||||||||||||||||
Net loss | $ | 14,053 | $ | 14 | |||||||||||||
Prior service cost (credit) | 195 | (62 | ) | ||||||||||||||
Net expected to be amortized | $ | 14,248 | $ | (48 | ) | ||||||||||||
Assumptions to Determine Benefit Obligations at Period-end and Net Pension Costs | Weighted average assumptions used to determine benefit obligations at period-end and net pension costs for the last three fiscal years were as follows: | ||||||||||||||||
Pension Benefits | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Benefit obligation: | |||||||||||||||||
Discount rate | 4.25 | % | 5.19 | % | 4.29 | % | |||||||||||
Annual compensation increase | 3.6 | % | 3.6 | % | 3.6 | % | |||||||||||
Net cost: | |||||||||||||||||
Discount rate | 5.19 | % | 4.29 | % | 5.08 | % | |||||||||||
Expected return on plan assets | 7.25 | % | 7.25 | % | 7.25 | % | |||||||||||
Annual compensation increase | 3.6 | % | 3.6 | % | 4 | % | |||||||||||
Other Postretirement Plans | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Benefit obligation—discount rate | 4.05 | % | 4.8 | % | 3.9 | % | |||||||||||
Net cost—discount rate | 4.8 | % | 3.9 | % | 4.95 | % | |||||||||||
Assumed Health Care Trend Rates | The assumed healthcare trend rates for the last three fiscal years were as follows: | ||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Immediate rate | 7.1 | % | 7.3 | % | 7.5 | % | |||||||||||
Ultimate trend rate | 4.5 | % | 4.5 | % | 4.5 | % | |||||||||||
Year the rate reaches the ultimate trend rate | 2028 | 2028 | 2028 | ||||||||||||||
Schedule of Level Three Defined Benefit Plan Assets | The following table (in thousands) sets forth the fair value of our defined benefit plans’ assets by asset fair value hierarchy level. See Note 4—Fair Value Measurements for a detailed description of the three-tier fair value hierarchy. | ||||||||||||||||
Asset Fair Value as of December 27, 2014 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash and cash equivalents | $ | 5,800 | $ | — | $ | — | $ | 5,800 | |||||||||
Common collective trust funds: | |||||||||||||||||
Cash equivalents | — | 3,897 | — | 3,897 | |||||||||||||
Domestic equities | — | 259,627 | — | 259,627 | |||||||||||||
International equities | — | 48,774 | — | 48,774 | |||||||||||||
Mutual funds: | |||||||||||||||||
Domestic equities | 32,348 | — | — | 32,348 | |||||||||||||
International equities | 23,199 | — | — | 23,199 | |||||||||||||
Long-term debt securities: | |||||||||||||||||
Corporate debt securities: | |||||||||||||||||
Domestic | — | 199,500 | — | 199,500 | |||||||||||||
International | — | 25,633 | — | 25,633 | |||||||||||||
U.S. government securities | — | 136,048 | — | 136,048 | |||||||||||||
Government agencies securities | — | 10,270 | — | 10,270 | |||||||||||||
Other | — | 4,070 | — | 4,070 | |||||||||||||
$ | 61,347 | $ | 687,819 | $ | — | $ | 749,166 | ||||||||||
Asset Fair Value as of December 28, 2013 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash and cash equivalents | $ | 14,624 | $ | — | $ | — | $ | 14,624 | |||||||||
Common collective trust funds: | |||||||||||||||||
Cash equivalents | — | 3,407 | — | 3,407 | |||||||||||||
Domestic equities | — | 228,638 | — | 228,638 | |||||||||||||
International equities | — | 48,112 | — | 48,112 | |||||||||||||
Mutual funds: | |||||||||||||||||
Domestic equities | 31,368 | — | — | 31,368 | |||||||||||||
International equities | 23,926 | — | — | 23,926 | |||||||||||||
Long-term debt securities: | |||||||||||||||||
Corporate debt securities: | |||||||||||||||||
Domestic | — | 163,831 | — | 163,831 | |||||||||||||
International | — | 20,916 | — | 20,916 | |||||||||||||
U.S. government securities | — | 94,891 | — | 94,891 | |||||||||||||
Government agencies securities | — | 8,306 | — | 8,306 | |||||||||||||
Other | — | 3,730 | — | 3,730 | |||||||||||||
$ | 69,918 | $ | 571,831 | $ | — | $ | 641,749 | ||||||||||
Estimated Future Benefit Payments | Estimated future benefit payments, under Company sponsored plans as of December 27, 2014, were as follows (in thousands): | ||||||||||||||||
Pension | Postretirement | ||||||||||||||||
Benefits | Plans | ||||||||||||||||
2015 | $ | 33,122 | $ | 533 | |||||||||||||
2016 | 35,379 | 544 | |||||||||||||||
2017 | 37,841 | 529 | |||||||||||||||
2018 | 37,387 | 530 | |||||||||||||||
2019 | 41,279 | 505 | |||||||||||||||
Subsequent five years | 231,496 | 2,319 | |||||||||||||||
Multiemployer Pension Plans | |||||||||||||||||
Pension Fund | EIN/ | PPA | FIP/RP Status | Surcharge | Expiration Dates | ||||||||||||
Plan Number | Zone Status | Pending/ | Imposed | ||||||||||||||
2014 | 2013 | Implemented | |||||||||||||||
Central States, Southeast and Southwest Areas Pension Fund | 36-6044243/001 | Red | Red | Implemented | No | 5/10/14(2) to 4/30/16 | |||||||||||
Western Conference of Teamsters Pension Trust Fund(1) | 91-6145047/001 | Green | Green | N/A | No | 3/31/2015 to 09/30/20 | |||||||||||
Minneapolis Food Distributing Industry Pension Plan(1) | 41-6047047/001 | Green | Green | Implemented | No | 4/1/17 | |||||||||||
Teamster Pension Trust Fund of Philadelphia and Vicinity(1) | 23-1511735/001 | Yellow | Yellow | Implemented | No | 2/10/18 | |||||||||||
Truck Drivers & Helpers Local 355 Pension Fund(1) | 52-0951433/001 | Yellow | Yellow | Implemented | No | 3/15/15 | |||||||||||
Local 703 I.B. of T. Grocery and Food Employees’ Pension Plan | 36-6491473/001 | Green | Green | N/A | No | 6/30/18 | |||||||||||
United Teamsters Trust Fund A | 13-5660513/001 | Yellow | Red | Implemented | No | 5/30/15 | |||||||||||
Warehouse Employees Local 169 and Employers Joint Pension Fund(1) | 23-6230368/001 | Red | Red | Implemented | No | 2/10/18 | |||||||||||
Warehouse Employees Local No. 570 Pension Fund(1) | 52-6048848/001 | Green | Green | N/A | No | 3/15/15 | |||||||||||
Local 705 I.B. of T. Pension Trust Fund(1) | 36-6492502/001 | Red | Red | Implemented | Yes | 12/29/18 | |||||||||||
-1 | The plan has elected to utilize special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010. | ||||||||||||||||
-2 | The collective bargaining agreement for this pension fund is operating under an extension. | ||||||||||||||||
Contributions to Multiemployer Pension Plans | The following table provides information about the Company’s contributions to its multiemployer pension plans. For plans that are not individually significant to the Company, the total amount of USF contributions is aggregated. | ||||||||||||||||
Pension Fund | USF Contribution(1)(2) | USF Contributions Exceed 5% of | |||||||||||||||
(in thousands) | Total Plan Contributions(3) | ||||||||||||||||
2014 | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Central States, Southeast and Southwest Areas Pension Fund | $ | 3,930 | $ | 3,908 | $ | 3,389 | No | No | |||||||||
Western Conference of Teamsters Pension Trust Fund | 9,761 | 9,249 | 8,309 | No | No | ||||||||||||
Minneapolis Food Distributing Industry Pension Plan | 5,026 | 4,565 | 4,235 | Yes | Yes | ||||||||||||
Teamster Pension Trust Fund of Philadelphia and Vicinity | 3,163 | 2,939 | 2,808 | No | No | ||||||||||||
Truck Drivers and Helpers Local 355 Pension Fund | 1,373 | 1,428 | 1,491 | Yes | Yes | ||||||||||||
Local 703 I.B. of T. Grocery and Food Employees’ Pension Plan | 1,282 | 1,036 | 1,017 | Yes | Yes | ||||||||||||
United Teamsters Trust Fund A | 1,537 | 1,816 | 1,144 | Yes | Yes | ||||||||||||
Warehouse Employees Local 169 and Employers Joint Pension Fund | 907 | 981 | 961 | Yes | Yes | ||||||||||||
Warehouse Employees Local No. 570 Pension Fund | 863 | 929 | 969 | Yes | Yes | ||||||||||||
Local 705 I.B. of T. Pension Trust Fund | 2,479 | 2,189 | 2,077 | No | No | ||||||||||||
Other Funds | 1,723 | 1,818 | 1,858 | — | — | ||||||||||||
$ | 32,044 | $ | 30,858 | $ | 28,258 | ||||||||||||
-1 | Contributions made to these plans during the Company’s fiscal year, which may not coincide with the plans’ fiscal years. | ||||||||||||||||
-2 | Contributions do not include payments related to multiemployer pension withdrawals as described in Note 13—Restructuring and Tangible Asset Impairment Charges. | ||||||||||||||||
-3 | Indicates whether the Company was listed in the respective multiemployer plan Form 5500 for the applicable plan year as having made more than 5% of total contributions to the plan. |
Changes_in_Accumulated_Other_C1
Changes in Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended | ||||||||||||
Dec. 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 last three fiscal years, (in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Accumulated Other Comprehensive Loss Components | |||||||||||||
Defined benefit retirement plans: | |||||||||||||
Balance at beginning of period(1) | $ | (2,679 | ) | $ | (125,642 | ) | $ | (111,482 | ) | ||||
Other comprehensive income (loss) before reclassifications | (161,331 | ) | 115,014 | (55,340 | ) | ||||||||
Current year prior service cost | 3,612 | — | — | ||||||||||
Amortization of prior service cost (credit) (2) (3) | (136 | ) | 198 | 102 | |||||||||
Amortization of net loss(2) (3) | 2,219 | 13,400 | 14,606 | ||||||||||
Settlements(2) (3) | 2,370 | 1,778 | 17,840 | ||||||||||
Curtailment (2) (3) | (2,096 | ) | — | — | |||||||||
Total before income tax | (155,362 | ) | 130,390 | (22,792 | ) | ||||||||
Income tax provision (benefit) | — | 7,427 | (8,632 | ) | |||||||||
Current period comprehensive income (loss), net of tax | (155,362 | ) | 122,963 | (14,160 | ) | ||||||||
Balance at end of period(1) | $ | (158,041 | ) | $ | (2,679 | ) | $ | (125,642 | ) | ||||
Interest rate swap derivative cash flow hedge(4): | |||||||||||||
Balance at beginning of period(1) | $ | — | $ | (542 | ) | $ | (18,112 | ) | |||||
Other comprehensive loss before reclassifications | (653 | ) | (2,387 | ) | |||||||||
Amounts reclassified from Other comprehensive income(5) | — | 2,042 | 30,683 | ||||||||||
Total before income tax | — | 1,389 | 28,296 | ||||||||||
Income tax provision | — | 847 | 10,726 | ||||||||||
Current period comprehensive income, net of tax | — | 542 | 17,570 | ||||||||||
Balance at end of period(1) | $ | — | $ | — | $ | (542 | ) | ||||||
-1 | Amounts are presented net of tax. | ||||||||||||
-2 | Included in the computation of net periodic benefit costs. See Note—17 Retirement Plans for additional information. | ||||||||||||
-3 | Included in Distribution, selling and administration expenses in the Consolidated Statements of Comprehensive Income (Loss). | ||||||||||||
-4 | The interest rate swap derivative expired in January 2013. | ||||||||||||
-5 | Included in Interest Expense-Net in the Consolidated Statements of Comprehensive Income (Loss). | ||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 27, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Tax Provision (Benefit) | The Income tax provision (benefit) for the last three fiscal years consisted of the following (in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current: | |||||||||||||
Federal | $ | (146 | ) | $ | (64 | ) | $ | 7 | |||||
State | 311 | 283 | 299 | ||||||||||
Current Income tax provision (benefit) | 165 | 219 | 306 | ||||||||||
Deferred: | |||||||||||||
Federal | 34,168 | 28,824 | 37,635 | ||||||||||
State | 1,635 | 779 | 4,507 | ||||||||||
Deferred Income tax provision (benefit) | 35,803 | 29,603 | 42,142 | ||||||||||
Total Income tax provision (benefit) | $ | 35,968 | $ | 29,822 | $ | 42,448 | |||||||
Reconciliation of Provisions for Income Taxes from Continuing Operations | The reconciliation of the provisions for income taxes from continuing operations at the U.S. federal statutory income tax rate of 35% to the Company’s income taxes for the last three fiscal is as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal income tax benefit computed at statutory rate | $ | (12,931 | ) | $ | (9,585 | ) | $ | (3,054 | ) | ||||
State income taxes—net of federal income tax benefit | (1,532 | ) | (2,415 | ) | (24 | ) | |||||||
Statutory rate and apportionment change | (321 | ) | 406 | (1,000 | ) | ||||||||
Stock-based compensation | 131 | 5,342 | — | ||||||||||
Non-deductible expenses | 2,592 | 2,153 | 2,215 | ||||||||||
Return to accrual reconciliation | 12 | (335 | ) | 29 | |||||||||
Change in the valuation allowance for deferred tax assets | 54,571 | 32,445 | 43,748 | ||||||||||
Net operating loss expirations | 2,019 | 1,653 | 634 | ||||||||||
Tax credits | (8,179 | ) | — | — | |||||||||
Other | (394 | ) | 158 | (100 | ) | ||||||||
Total Income tax provision | $ | 35,968 | $ | 29,822 | $ | 42,448 | |||||||
Significant Deferred Tax Assets and Liabilities | Temporary differences and carryforwards that created significant deferred tax assets and liabilities were as follows (in thousands): | ||||||||||||
December 27, | December 28, | ||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Allowance for doubtful accounts | $ | 10,794 | $ | 10,838 | |||||||||
Accrued employee benefits | 30,689 | 28,931 | |||||||||||
Restructuring reserves | 29,500 | 36,649 | |||||||||||
Workers’ compensation, general liability and auto liabilities | 62,493 | 59,845 | |||||||||||
Deferred income | 539 | 1,287 | |||||||||||
Deferred financing costs | 9,466 | 9,362 | |||||||||||
Pension liability | 72,747 | 22,616 | |||||||||||
Net operating loss carryforwards | 217,960 | 215,177 | |||||||||||
Other accrued expenses | 25,300 | 16,447 | |||||||||||
Total gross deferred tax assets | 459,488 | 401,152 | |||||||||||
Less valuation allowance | (232,163 | ) | (117,227 | ) | |||||||||
Total net deferred tax assets | 227,325 | 283,925 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Property and equipment | (152,622 | ) | (148,976 | ) | |||||||||
Inventories | (17,166 | ) | (13,657 | ) | |||||||||
Intangibles | (487,935 | ) | (515,888 | ) | |||||||||
Total deferred tax liabilities | (657,723 | ) | (678,521 | ) | |||||||||
Net deferred tax liability | $ | (430,398 | ) | $ | (394,596 | ) | |||||||
Net Deferred Tax Liability in Balance Sheet | The net deferred tax liability presented in the Consolidated Balance Sheets was as follows (in thousands): | ||||||||||||
December 27 | December 28, | ||||||||||||
2014 | 2013 | ||||||||||||
Current deferred tax asset (liability) | $ | (10,079 | ) | $ | 13,557 | ||||||||
Noncurrent deferred tax liability | (420,319 | ) | (408,153 | ) | |||||||||
Net deferred tax liability | $ | (430,398 | ) | $ | (394,596 | ) | |||||||
Net Operating Loss Carryforwards Expire | The Company’s net operating loss carryforwards expire as follows (in millions): | ||||||||||||
Federal | State | Total | |||||||||||
2015-2019 | $ | 8 | $ | 14 | $ | 22 | |||||||
2020-2024 | — | 46 | 46 | ||||||||||
2025-2029 | 94 | 22 | 116 | ||||||||||
2030-2034 | 27 | 7 | 34 | ||||||||||
$ | 129 | $ | 89 | $ | 218 | ||||||||
Summary of Activity in Valuation Allowance | A summary of the activity in the valuation allowance for the last three fiscal years is as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance at beginning of period | $ | 117,227 | $ | 128,844 | $ | 85,685 | |||||||
Charged to expense | 54,571 | 32,445 | 43,748 | ||||||||||
Other comprehensive income | 60,340 | (43,079 | ) | — | |||||||||
Other | 25 | (983 | ) | (589 | ) | ||||||||
Balance at end of period | $ | 232,163 | $ | 117,227 | $ | 128,844 | |||||||
Reconciliation of Unrecognized Tax Benefits | Reconciliation of the beginning and ending amount of unrecognized tax benefits as of fiscal years 2014, 2013, and 2012 was as follows (in thousands): | ||||||||||||
Balance at December 31, 2011 | $ | 60,398 | |||||||||||
Gross decreases due to positions taken in prior years | (333 | ) | |||||||||||
Gross increases due to positions taken in current year | 71 | ||||||||||||
Decreases due to lapses of statute of limitations | (73 | ) | |||||||||||
Decreases due to changes in tax rates | (436 | ) | |||||||||||
Balance at December 29, 2012 | 59,627 | ||||||||||||
Gross increases due to positions taken in prior years | 46 | ||||||||||||
Gross increases due to positions taken in current year | 76 | ||||||||||||
Decreases due to lapses of statute of limitations | (207 | ) | |||||||||||
Decreases due to changes in tax rates | (251 | ) | |||||||||||
Balance at December 28, 2013 | 59,291 | ||||||||||||
Gross decreases due to positions taken in prior years | (11,392 | ) | |||||||||||
Gross increases due to positions taken in current year | 63 | ||||||||||||
Decreases due to lapses of statute of limitations | (362 | ) | |||||||||||
Decreases due to changes in tax rates | (1,016 | ) | |||||||||||
Balance at December 27, 2014 | $ | 46,584 | |||||||||||
Business_Acquisitions_Tables
Business Acquisitions (Tables) | 12 Months Ended | ||||||||
Dec. 27, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
Purchase Price Allocations for Business Acquisitions | The following table summarizes the purchase price allocations for the 2013 and 2012 business acquisitions as follows (in thousands): | ||||||||
2013 | 2012 | ||||||||
Accounts receivable | $ | 3,894 | $ | 24,261 | |||||
Inventories | 3,638 | 26,076 | |||||||
Property and equipment | 125 | 21,107 | |||||||
Goodwill | — | 17,389 | |||||||
Other intangible assets | 8,348 | 44,755 | |||||||
Accounts payable | (2,120 | ) | (17,584 | ) | |||||
Accrued expenses and other current liabilities | (130 | ) | (8,930 | ) | |||||
Other long-term liabilities | — | (3,419 | ) | ||||||
Cash used in acquisitions | $ | 13,755 | $ | 103,655 | |||||
Guarantor_and_NonGuarantor_Con1
Guarantor and Non-Guarantor Condensed Consolidating Financial Information (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 27, 2014 | |||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |||||||||||||||||||||
Schedule of Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheet | ||||||||||||||||||||
December 27, 2014 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Accounts receivable—net | $ | 295,467 | $ | 32,047 | $ | 925,224 | $ | — | $ | 1,252,738 | |||||||||||
Inventories—net | 995,175 | 55,723 | — | — | 1,050,898 | ||||||||||||||||
Other current assets | 441,681 | 7,680 | 76,916 | — | 526,277 | ||||||||||||||||
Property and equipment—net | 913,109 | 85,790 | 727,684 | — | 1,726,583 | ||||||||||||||||
Goodwill | 3,835,477 | — | — | — | 3,835,477 | ||||||||||||||||
Other intangibles—net | 602,827 | — | — | — | 602,827 | ||||||||||||||||
Investments in subsidiaries | 1,360,497 | — | — | (1,360,497 | ) | — | |||||||||||||||
Intercompany receivables | — | 647,466 | — | (647,466 | ) | — | |||||||||||||||
Other assets | 54,317 | 10 | 31,187 | (23,200 | ) | 62,314 | |||||||||||||||
Total assets | $ | 8,498,550 | $ | 828,716 | $ | 1,761,011 | $ | (2,031,163 | ) | $ | 9,057,114 | ||||||||||
Accounts payable | $ | 1,118,298 | $ | 40,862 | $ | — | $ | — | $ | 1,159,160 | |||||||||||
Other current liabilities | 645,659 | 17,594 | 3,174 | 666,427 | |||||||||||||||||
Long-term debt | 3,557,470 | 30,412 | 1,108,391 | — | 4,696,273 | ||||||||||||||||
Intercompany payables | 624,413 | — | 23,053 | (647,466 | ) | — | |||||||||||||||
Other liabilities | 887,994 | — | 5,744 | (23,200 | ) | 870,538 | |||||||||||||||
Shareholder’s equity | 1,664,716 | 739,848 | 620,649 | (1,360,497 | ) | 1,664,716 | |||||||||||||||
Total liabilities and shareholder’s equity | $ | 8,498,550 | $ | 828,716 | $ | 1,761,011 | $ | (2,031,163 | ) | $ | 9,057,114 | ||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||||||
28-Dec-13 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Accounts receivable—net | $ | 281,242 | $ | 30,023 | $ | 914,454 | $ | — | $ | 1,225,719 | |||||||||||
Inventories—net | 1,103,180 | 58,378 | — | — | 1,161,558 | ||||||||||||||||
Other current assets | 299,053 | 6,989 | 81,422 | — | 387,464 | ||||||||||||||||
Property and equipment—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) | ||||||||||||||||||||
Fiscal Year Ended December 27, 2014 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 22,409,960 | $ | 609,841 | $ | 95,594 | $ | (95,594 | ) | $ | 23,019,801 | ||||||||||
Cost of goods sold | 18,736,044 | 486,048 | — | — | 19,222,092 | ||||||||||||||||
Gross profit | 3,673,916 | 123,793 | 95,594 | (95,594 | ) | 3,797,709 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and administrative costs | 3,515,516 | 94,782 | 50,116 | (114,961 | ) | 3,545,453 | |||||||||||||||
Total operating expenses | 3,515,516 | 94,782 | 50,116 | (114,961 | ) | 3,545,453 | |||||||||||||||
Operating income | 158,400 | 29,011 | 45,478 | 19,367 | 252,256 | ||||||||||||||||
Interest expense—net | 242,872 | 1,655 | 44,675 | — | 289,202 | ||||||||||||||||
Other expense (income)—net | 107,442 | (19,367 | ) | (107,442 | ) | 19,367 | — | ||||||||||||||
Income (loss) before income taxes | (191,914 | ) | 46,723 | 108,245 | — | (36,946 | ) | ||||||||||||||
Income tax provision | 4,584 | — | 31,384 | — | 35,968 | ||||||||||||||||
Equity in earnings of subsidiaries | 123,584 | — | — | (123,584 | ) | — | |||||||||||||||
Net income (loss) | (72,914 | ) | 46,723 | 76,861 | (123,584 | ) | (72,914 | ) | |||||||||||||
Other comprehensive loss | (155,362 | ) | — | — | — | (155,362 | ) | ||||||||||||||
Comprehensive income (loss) | $ | (228,276 | ) | $ | 46,723 | $ | 76,861 | $ | (123,584 | ) | $ | (228,276 | ) | ||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
Fiscal Year Ended December 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 21,733,839 | $ | 563,339 | $ | 94,337 | $ | (94,337 | ) | $ | 22,297,178 | ||||||||||
Cost of goods sold | 18,028,018 | 446,021 | — | — | 18,474,039 | ||||||||||||||||
Gross profit | 3,705,821 | 117,318 | 94,337 | (94,337 | ) | 3,823,139 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and administrative costs | 3,454,223 | 92,710 | 59,572 | (112,251 | ) | 3,494,254 | |||||||||||||||
Restructuring and tangible asset impairment charges | 6,996 | — | 1,390 | — | 8,386 | ||||||||||||||||
Total operating expenses | 3,461,219 | 92,710 | 60,962 | (112,251 | ) | 3,502,640 | |||||||||||||||
Operating income | 244,602 | 24,608 | 33,375 | 17,914 | 320,499 | ||||||||||||||||
Interest expense—net | 260,939 | 768 | 44,380 | — | 306,087 | ||||||||||||||||
Loss on extinguishment of debt | 41,796 | — | — | — | 41,796 | ||||||||||||||||
Other expense (income)—net | 107,433 | (17,914 | ) | (107,433 | ) | 17,914 | — | ||||||||||||||
Income (loss) before income taxes | (165,566 | ) | 41,754 | 96,428 | — | (27,384 | ) | ||||||||||||||
Income tax provision | 1,719 | — | 28,103 | — | 29,822 | ||||||||||||||||
Equity in earnings of subsidiaries | 110,079 | — | — | (110,079 | ) | — | |||||||||||||||
Net income (loss) | (57,206 | ) | 41,754 | 68,325 | (110,079 | ) | (57,206 | ) | |||||||||||||
Other comprehensive income | 123,505 | — | — | — | 123,505 | ||||||||||||||||
Comprehensive income (loss) | $ | 66,299 | $ | 41,754 | $ | 68,325 | $ | (110,079 | ) | $ | 66,299 | ||||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
Fiscal Year Ended December 29, 2012 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 21,087,568 | $ | 577,353 | $ | 94,387 | $ | (94,387 | ) | $ | 21,664,921 | ||||||||||
Cost of goods sold | 17,503,932 | 468,017 | — | — | 17,971,949 | ||||||||||||||||
Gross profit | 3,583,636 | 109,336 | 94,387 | (94,387 | ) | 3,692,972 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Distribution, selling and administrative costs | 3,306,527 | 95,300 | 58,883 | (111,171 | ) | 3,349,539 | |||||||||||||||
Restructuring and tangible asset impairment charges | 6,158 | — | 2,765 | — | 8,923 | ||||||||||||||||
Total operating expenses | 3,312,685 | 95,300 | 61,648 | (111,171 | ) | 3,358,462 | |||||||||||||||
Operating income | 270,951 | 14,036 | 32,739 | 16,784 | 334,510 | ||||||||||||||||
Interest expense—net | 265,719 | 19 | 46,074 | — | 311,812 | ||||||||||||||||
Loss on extinguishment of debt | 30,627 | — | 796 | — | 31,423 | ||||||||||||||||
Other expense (income)—net | 100,078 | (16,784 | ) | (100,078 | ) | 16,784 | — | ||||||||||||||
Income (loss) before income taxes | (125,473 | ) | 30,801 | 85,947 | — | (8,725 | ) | ||||||||||||||
Income tax provision | 13,767 | — | 28,681 | — | 42,448 | ||||||||||||||||
Equity in earnings of subsidiaries | 88,067 | — | — | (88,067 | ) | — | |||||||||||||||
Net income (loss) | (51,173 | ) | 30,801 | 57,266 | (88,067 | ) | (51,173 | ) | |||||||||||||
Other comprehensive income | 3,410 | — | — | — | 3,410 | ||||||||||||||||
Comprehensive income (loss) | $ | (47,763 | ) | $ | 30,801 | $ | 57,266 | $ | (88,067 | ) | $ | (47,763 | ) | ||||||||
Schedule of Condensed Consolidating Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows | ||||||||||||||||||||
Fiscal Year Ended December 27, 2014 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 362,140 | $ | 13,623 | $ | 26,427 | $ | 402,190 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Proceeds from sales of property and equipment | 8,908 | — | 16,146 | 25,054 | |||||||||||||||||
Purchases of property and equipment | (138,670 | ) | (8,387 | ) | (37 | ) | (147,094 | ) | |||||||||||||
Insurance recoveries related to property and equipment | 4,000 | — | — | 4,000 | |||||||||||||||||
Net cash provided by (used in) investing activities | (125,762 | ) | (8,387 | ) | 16,109 | (118,040 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt borrowings | 898,410 | — | 40 | 898,450 | |||||||||||||||||
Payment for debt financing costs and fees | — | — | (421 | ) | (421 | ) | |||||||||||||||
Principal payments on debt and capital leases | (1,010,909 | ) | (5,034 | ) | (90 | ) | (1,016,033 | ) | |||||||||||||
Contingent consideration paid for acquisitions of businesses | (1,800 | ) | — | — | (1,800 | ) | |||||||||||||||
Capital contributions (distributions) | 42,063 | — | (42,063 | ) | — | ||||||||||||||||
Proceeds from parent company common stock sales | 197 | — | — | 197 | |||||||||||||||||
Parent company common stock repurchased | (628 | ) | — | — | (628 | ) | |||||||||||||||
Net cash used in financing activities | (72,667 | ) | (5,034 | ) | (42,534 | ) | (120,235 | ) | |||||||||||||
Net increase in cash and cash equivalents | 163,711 | 202 | 2 | 163,915 | |||||||||||||||||
Cash and cash equivalents—beginning of year | 178,872 | 872 | — | 179,744 | |||||||||||||||||
Cash and cash equivalents—end of year | $ | 342,583 | $ | 1,074 | $ | 2 | $ | 343,659 | |||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||||||
Fiscal Year Ended December 28, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 289,245 | $ | 6,902 | $ | 26,105 | $ | 322,252 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses | (11,369 | ) | — | — | (11,369 | ) | |||||||||||||||
Proceeds from sales of property and equipment | 7,018 | — | 7,590 | 14,608 | |||||||||||||||||
Purchases of property and equipment | (185,673 | ) | (5,448 | ) | (10 | ) | (191,131 | ) | |||||||||||||
Net cash provided by (used in) investing activities | (190,024 | ) | (5,448 | ) | 7,580 | (187,892 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt refinancing | 854,485 | — | — | 854,485 | |||||||||||||||||
Proceeds from debt borrowings | 1,644,000 | — | — | 1,644,000 | |||||||||||||||||
Payment for debt financing costs and fees | (29,376 | ) | — | — | (29,376 | ) | |||||||||||||||
Principal payments on debt and capital leases | (2,276,174 | ) | (2,137 | ) | — | (2,278,311 | ) | ||||||||||||||
Repurchase of senior subordinated notes | (375,144 | ) | — | — | (375,144 | ) | |||||||||||||||
Contingent consideration paid for acquisitions of businesses | (6,159 | ) | — | — | (6,159 | ) | |||||||||||||||
Capital contributions (distributions) | 33,685 | — | (33,685 | ) | — | ||||||||||||||||
Proceeds from parent company common stock sales | 1,850 | — | — | 1,850 | |||||||||||||||||
Parent company common stock repurchased | (8,418 | ) | — | — | (8,418 | ) | |||||||||||||||
Net cash used in financing activities | (161,251 | ) | (2,137 | ) | (33,685 | ) | (197,073 | ) | |||||||||||||
Net decrease in cash and cash equivalents | (62,030 | ) | (683 | ) | — | (62,713 | ) | ||||||||||||||
Cash and cash equivalents—beginning of year | 240,902 | 1,555 | — | 242,457 | |||||||||||||||||
Cash and cash equivalents—end of year | $ | 178,872 | $ | 872 | $ | — | $ | 179,744 | |||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||||||
Fiscal Year Ended December 29, 2012 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 250,365 | $ | 34,832 | $ | 30,722 | $ | 315,919 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses | (106,041 | ) | — | — | (106,041 | ) | |||||||||||||||
Proceeds from sales of property and equipment | 12,264 | — | 7,421 | 19,685 | |||||||||||||||||
Purchases of property and equipment | (258,566 | ) | (34,876 | ) | (14 | ) | (293,456 | ) | |||||||||||||
Net cash provided by (used in) investing activities | (352,343 | ) | (34,876 | ) | 7,407 | (379,812 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt refinancing | 583,625 | — | 686,000 | 1,269,625 | |||||||||||||||||
Proceeds from other borrowings | 2,031,000 | — | — | 2,031,000 | |||||||||||||||||
Payment for debt financing costs | (31,648 | ) | — | (3,440 | ) | (35,088 | ) | ||||||||||||||
Principal payments on debt and capital leases | (2,129,041 | ) | — | (854,526 | ) | (2,983,567 | ) | ||||||||||||||
Repurchase of senior subordinated notes | (175,338 | ) | — | — | (175,338 | ) | |||||||||||||||
Capital (distributions) contributions | (133,837 | ) | — | 133,837 | — | ||||||||||||||||
Proceeds from parent company common stock sales | 761 | — | — | 761 | |||||||||||||||||
Parent company common stock repurchased | (3,734 | ) | — | — | (3,734 | ) | |||||||||||||||
Net cash provided by (used in) financing activities | 141,788 | — | (38,129 | ) | 103,659 | ||||||||||||||||
Net increase (decrease) in cash and cash equivalents | 39,810 | (44 | ) | — | 39,766 | ||||||||||||||||
Cash and cash equivalents—beginning of year | 201,092 | 1,599 | — | 202,691 | |||||||||||||||||
Cash and cash equivalents—end of year | $ | 240,902 | $ | 1,555 | $ | — | $ | 242,457 | |||||||||||||
Quarterly_Financial_Informatio1
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 27, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Quarterly Financial Information | Financial information for each quarter in the fiscal years ended December 27, 2014 and December 28, 2013, is set forth below (in thousands): | ||||||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Total | |||||||||||||||||
(in thousands) | |||||||||||||||||||||
Fiscal year ended December 27, 2014 | |||||||||||||||||||||
Net sales | $ | 5,456,635 | $ | 5,897,944 | $ | 5,911,490 | $ | 5,753,732 | $ | 23,019,801 | |||||||||||
Cost of goods sold(1) | 4,561,948 | 4,933,697 | 4,950,661 | 4,775,786 | 19,222,092 | ||||||||||||||||
Gross profit | 894,687 | 964,247 | 960,829 | 977,946 | 3,797,709 | ||||||||||||||||
Operating expenses(2) | 877,570 | 899,926 | 903,640 | 864,317 | 3,545,453 | ||||||||||||||||
Interest expense—net | 73,178 | 73,626 | 71,432 | 70,966 | 289,202 | ||||||||||||||||
Income (loss) before income taxes | (56,061 | ) | (9,305 | ) | (14,243 | ) | 42,663 | (36,946 | ) | ||||||||||||
Income tax provision (benefit) | 9,163 | 9,360 | 22,628 | (5,183 | ) | 35,968 | |||||||||||||||
Net income (loss) | $ | (65,224 | ) | $ | (18,665 | ) | $ | (36,871 | ) | $ | 47,846 | $ | (72,914 | ) | |||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
Quarter | Quarter | Quarter | |||||||||||||||||||
Quarter | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Fiscal year ended December 28, 2013 | |||||||||||||||||||||
Net sales | $ | 5,404,922 | $ | 5,658,748 | $ | 5,686,712 | $ | 5,546,796 | $ | 22,297,178 | |||||||||||
Cost of goods sold(1) | 4,495,783 | 4,686,933 | 4,716,253 | 4,575,070 | 18,474,039 | ||||||||||||||||
Gross profit | 909,139 | 971,815 | 970,459 | 971,726 | 3,823,139 | ||||||||||||||||
Operating expenses(2) | 885,762 | 871,623 | 881,600 | 863,655 | 3,502,640 | ||||||||||||||||
Interest expense—net | 81,826 | 78,522 | 72,778 | 72,961 | 306,087 | ||||||||||||||||
Loss on extinguishment of debt(3) | 23,967 | 17,829 | — | — | 41,796 | ||||||||||||||||
Income (loss) before income taxes | (82,416 | ) | 3,841 | 16,081 | 35,110 | (27,384 | ) | ||||||||||||||
Income tax provision (benefit) | 12,292 | (12,167 | ) | (6,358 | ) | 36,055 | 29,822 | ||||||||||||||
Net income (loss) | $ | (94,708 | ) | $ | 16,008 | $ | 22,439 | $ | (945 | ) | $ | (57,206 | ) | ||||||||
-1 | Cost of goods sold is net of related vendor considerations, and excludes depreciation and amortization expense. | ||||||||||||||||||||
-2 | Operating expenses include depreciation and amortization expense, restructuring and tangible asset impairment charges. | ||||||||||||||||||||
-3 | Loss on extinguishment of debt includes fees paid to debt holders, third party costs, early redemption premiums and the write off of old debt facility unamortized debt issuance costs. See Note 11—Debt for a further description of the Company’s debt refinancing transactions. | ||||||||||||||||||||
Business_Segment_Information_T
Business Segment Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 27, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Schedule of Quantitative Reconciliation of Adjusted EBITDA | The following is a reconciliation for the last three fiscal years of Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is Net loss: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in thousands) | |||||||||||||
Adjusted EBITDA | $ | 866,237 | $ | 845,393 | $ | 840,750 | |||||||
Adjustments: | |||||||||||||
Sponsor fees(1) | (10,438 | ) | (10,302 | ) | (10,242 | ) | |||||||
Restructuring and tangible asset impairment charges(2) | 50 | (8,386 | ) | (8,923 | ) | ||||||||
Share-based compensation expense(3) | (11,736 | ) | (8,406 | ) | (4,312 | ) | |||||||
Net LIFO reserve change(4) | (60,321 | ) | (11,925 | ) | (13,213 | ) | |||||||
Loss on extinguishment of debt(5) | — | (41,796 | ) | (31,423 | ) | ||||||||
Pension settlement(6) | (2,370 | ) | (1,778 | ) | (17,840 | ) | |||||||
Business transformation costs(7) | (54,135 | ) | (60,800 | ) | (74,900 | ) | |||||||
Acquisition related costs(8) | (37,905 | ) | (3,522 | ) | — | ||||||||
Other(9) | (25,577 | ) | (31,587 | ) | (20,918 | ) | |||||||
EBITDA | 663,805 | 666,891 | 658,979 | ||||||||||
Interest expense, net | (289,202 | ) | (306,087 | ) | (311,812 | ) | |||||||
Income tax (provision) benefit | (35,968 | ) | (29,822 | ) | (42,448 | ) | |||||||
Depreciation and amortization expense | (411,549 | ) | (388,188 | ) | (355,892 | ) | |||||||
Net loss | $ | (72,914 | ) | $ | (57,206 | ) | $ | (51,173 | ) | ||||
-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 stock option awards, restricted stock and restricted stock units. | ||||||||||||
-4 | Consists of net 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 11—Debt for a further description of debt refinancing transactions. | ||||||||||||
-6 | Consists of charges resulting from lump-sum payment settlements to retirees and former employees participating in several Company sponsored pension plans. | ||||||||||||
-7 | Consists primarily of costs related to functionalization and significant process and systems redesign. | ||||||||||||
-8 | Consists of direct and incremental costs related to the Acquisition. | ||||||||||||
-9 | Other includes gains, losses or charges as specified under the Company’s debt agreements, including $16 million of costs subject to coverage under the Company’s insurance policies. | ||||||||||||
Sales Mix for Principal Product Categories | The following table presents the sales mix for the Company’s principal product categories for the last three fiscal years: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in thousands) | |||||||||||||
Meats and seafood | $ | 8,326,191 | $ | 7,684,396 | $ | 7,445,636 | |||||||
Dry grocery products | 4,152,682 | 4,275,669 | 4,214,890 | ||||||||||
Refrigerated and frozen grocery products | 3,463,411 | 3,446,308 | 3,373,764 | ||||||||||
Dairy | 2,555,362 | 2,332,346 | 2,221,986 | ||||||||||
Equipment, disposables and supplies | 2,132,044 | 2,133,899 | 2,075,323 | ||||||||||
Beverage products | 1,263,965 | 1,309,303 | 1,322,961 | ||||||||||
Produce | 1,126,146 | 1,115,257 | 1,010,361 | ||||||||||
$ | 23,019,801 | $ | 22,297,178 | $ | 21,664,921 | ||||||||
Overview_and_Basis_of_Presenta1
Overview and Basis of Presentation - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |||||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 08, 2013 | Jul. 03, 2007 | Jun. 29, 2013 | Feb. 02, 2015 | |
Basis Of Presentation [Line Items] | |||||||
Percentage of ownership | 100.00% | ||||||
Date of Acquisition | 3-Jul-07 | ||||||
Acquisition price | $7,200,000,000 | ||||||
Aggregate purchase price paid in cash | 11,369,000 | 106,041,000 | |||||
Extended termination period of merger agreement | 60 days | ||||||
8.5% Senior Notes due 2019 [Member] | |||||||
Basis Of Presentation [Line Items] | |||||||
Aggregate principal amount of Senior Notes exchanged | 1,350,000,000 | ||||||
Debt interest rate | 8.50% | ||||||
If termination occurs after May 2, 2015 and on or prior to July 6, 2015 [Member] | Subsequent Event [Member] | |||||||
Basis Of Presentation [Line Items] | |||||||
Termination fee payable due on termination | 25,000,000 | ||||||
If termination occurs after July 6, 2015 [Member] | Subsequent Event [Member] | |||||||
Basis Of Presentation [Line Items] | |||||||
Termination fee payable due on termination | 50,000,000 | ||||||
USF Holding Corp. [Member] | |||||||
Basis Of Presentation [Line Items] | |||||||
Date of Acquisition | 8-Dec-13 | ||||||
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 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
Schedule Of Significant Accounting Policies [Line Items] | |||
Percentage of ownership | 100.00% | ||
Accounts receivable collection period | 30 days | ||
Effect of LIFO liquidation on cost of sales | $7,000,000 | $0 | $0 |
Inventory reserves on LIFO | 208,000,000 | 148,000,000 | |
Effect of LIFO reserves on cost of goods sold | 60,000,000 | 12,000,000 | 13,000,000 |
Shipping and handling costs | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 |
Capital lease assets | $27,000,000 | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 5.00% | 5.00% | |
Number of customers | 0 | 0 | |
Minimum [Member] | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of assets | 3 years | ||
Maximum [Member] | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of assets | 40 years |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Detail) (USD $) | Dec. 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 | $231,600 | $64,100 |
Balance | 231,600 | 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 | 231,600 | 64,100 |
Balance | 231,600 | 64,100 |
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 $) | 12 Months Ended | 3 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | Jun. 28, 2014 | |
Derivative Instruments [Line Items] | ||||
Money market fund carrying value | $231,000,000 | $64,000,000 | ||
Tangible asset impairment charges | 1,580,000 | 1,860,000 | 7,530,000 | |
Total debt fair value debt | 4,800,000,000 | 4,900,000,000 | ||
Aggregate carrying value of debt | 4,700,000,000 | 4,800,000,000 | ||
Property, Plant and Equipment [Member] | ||||
Derivative Instruments [Line Items] | ||||
Tangible asset impairment charges | 0 | 3,000,000 | ||
Money Market Funds [Member] | ||||
Derivative Instruments [Line Items] | ||||
Money market fund maturity period | Three or fewer months | |||
Level 2 [Member] | 8.5 % Senior Notes [Member] | ||||
Derivative Instruments [Line Items] | ||||
Interest Rate | 8.50% | |||
Fair value of 8.5% Senior Notes | $1,400,000,000 | $1,500,000,000 |
Recovered_Sheet1
Allowance For Doubtful Accounts - Summary of Activity in Allowance for Doubtful Accounts (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Schedule Of Financial Receivables [Line Items] | |||
Balance at beginning of period | $117,227 | $128,844 | $85,685 |
Charged to costs and expenses | 54,571 | 32,445 | 43,748 |
Balance at end of period | 232,163 | 117,227 | 128,844 |
Allowance for Doubtful Accounts [Member] | |||
Schedule Of Financial Receivables [Line Items] | |||
Balance at beginning of period | 25,151 | 25,606 | 35,100 |
Charged to costs and expenses | 18,559 | 19,481 | 10,701 |
Customer accounts written off-net of recoveries | -18,721 | -19,936 | -20,195 |
Balance at end of period | $24,989 | $25,151 | $25,606 |
Allowance_for_Doubtful_Account2
Allowance for Doubtful Accounts - Additional Information (Detail) (USD $) | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | |||
Receivables [Abstract] | |||
Vendor receivable, allowance for doubtful accounts | $2,802 | $2,661 | $4,000 |
Accounts_Receivable_Financing_1
Accounts Receivable Financing Program - Additional Information (Detail) (USD $) | Dec. 27, 2014 | Dec. 28, 2013 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Percentage of ownership | 100.00% | |
Borrowings | $4,733,168,000 | $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 | 636,000,000 | 686,000,000 |
Accounts receivable | $941,000,000 | $930,000,000 |
Restricted_Cash_Additional_Inf
Restricted Cash - Additional Information (Detail) (USD $) | Dec. 27, 2014 | Dec. 28, 2013 |
In Millions, unless otherwise specified | ||
Cash and Cash Equivalents [Abstract] | ||
Restricted cash | $6 | $7 |
Property_and_Equipment_Summary
Property and Equipment - Summary of Property and Equipment (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 3,039,172 | $2,841,954 |
Less accumulated depreciation and amortization | -1,312,589 | -1,093,459 |
Property and equipment-net | 1,726,583 | 1,748,495 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful life | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful life | 40 years | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 291,871 | 287,385 |
Building and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 1,055,936 | 1,052,355 |
Building and Building Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful life | 10 years | |
Building and Building Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful life | 40 years | |
Transportation Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 651,184 | 586,376 |
Transportation Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful life | 5 years | |
Transportation Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful life | 10 years | |
Warehouse Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 300,760 | 278,732 |
Warehouse Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful life | 5 years | |
Warehouse Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful life | 12 years | |
Office Equipment, Furniture and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 622,296 | 532,389 |
Office Equipment, Furniture and Software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful life | 3 years | |
Office Equipment, Furniture and Software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful life | 7 years | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 117,125 | $104,717 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
Property, Plant and Equipment [Line Items] | |||
Capital lease assets | $27,000,000 | ||
Accumulated amortization of capital lease assets | 36,000,000 | 14,000,000 | |
Interest Capitalized | 2,000,000 | 2,000,000 | |
Depreciation and amortization expense | 411,549,000 | 388,188,000 | 355,892,000 |
Transportation Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Capital lease assets | 163,000,000 | 94,000,000 | |
Building and Building Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Capital lease assets | 33,000,000 | 33,000,000 | |
Property and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $261,000,000 | $240,000,000 | $217,000,000 |
Goodwill_and_Other_Intangibles2
Goodwill and Other Intangibles - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Other Intangible Assets [Line Items] | |||
Amortization expense | $151 | $147 | $139 |
Discounted Cash Flow [Member] | |||
Other Intangible Assets [Line Items] | |||
Percentage of fair value of the reporting unit | 50.00% | ||
Comparative Market Multiples [Member] | |||
Other Intangible Assets [Line Items] | |||
Percentage of fair value of the reporting unit | 35.00% | ||
Comparative Market transaction Multiples [Member] | |||
Other Intangible Assets [Line Items] | |||
Percentage of fair value of the reporting unit | 15.00% | ||
Customer Relationships [Member] | |||
Other Intangible Assets [Line Items] | |||
Weighted-average remaining useful lives of intangible assets | 2 years | ||
Future Amortization Expense, 2015 | 146 | ||
Future Amortization Expense, 2016 | 140 | ||
Future Amortization Expense, 2017 | $63 | ||
Customer Relationships [Member] | Minimum [Member] | |||
Other Intangible Assets [Line Items] | |||
Estimated useful lives of intangible assets | 4 years | ||
Customer Relationships [Member] | Maximum [Member] | |||
Other Intangible Assets [Line Items] | |||
Estimated useful lives of intangible assets | 10 years |
Goodwill_and_Other_Intangibles3
Goodwill and Other Intangibles - Schedule of Goodwill and Other Intangibles, Net (Detail) (USD $) | Dec. 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 | 602,827 | 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 | -1,026,680 | -877,396 |
Net carrying value | 349,414 | 500,267 |
Noncompete Agreement [Member] | ||
Other Intangible Assets [Line Items] | ||
Gross carrying amount | 800 | 800 |
Accumulated amortization | -187 | -27 |
Net carrying value | $613 | $773 |
Assets_Held_for_Sale_Additiona
Assets Held for Sale - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
Facility | 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 | 5 | 4 | |
Assets Held for Sale, net proceeds | 19,000,000 | 11,000,000 | |
Net gain on sale of assets held for sale | 5,000,000 | ||
Tangible asset impairment charges | $1,580,000 | $1,860,000 | $7,530,000 |
Assets_Held_for_Sale_Schedule_
Assets Held for Sale - Schedule of Change in Assets Held for Sale (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Disposal Group, Including Discontinued Operation, Long Lived Assets [Abstract] | |||
Balance at beginning of period | $14,554 | $23,193 | |
Transfers in | 6,700 | 4,193 | |
Assets sold | -14,314 | -10,972 | |
Tangible asset impairment charges | -1,580 | -1,860 | -7,530 |
Balance at end of the period | $5,360 | $14,554 | $23,193 |
Debt_Components_of_Debt_Detail
Debt - Components of Debt (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Aug. 31, 2012 |
Debt Instrument [Line Items] | |||
Contractual Maturity | 31-Mar-17 | ||
Debt component | $4,733,168 | $4,752,162 | |
Add unamortized premium | 14,982 | 18,311 | |
Less current portion of long-term debt | -51,877 | -35,225 | |
Long-term debt | 4,696,273 | 4,735,248 | |
Total debt | 4,733,168 | 4,752,162 | |
8.5 % Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Contractual Maturity | 30-Jun-19 | ||
Interest Rate | 8.50% | ||
Debt component | 1,350,000 | 1,350,000 | |
Total debt | 1,350,000 | 1,350,000 | |
Obligations Under Capital Leases [Member] | |||
Debt Instrument [Line Items] | |||
Debt component | 189,232 | 116,662 | |
Total debt | 189,232 | 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 | ||
Debt component | 20,000 | ||
Total debt | 20,000 | ||
2012 ABS Facility [Member] | |||
Debt Instrument [Line Items] | |||
Contractual Maturity | 11-May-16 | ||
Interest Rate | 1.21% | ||
Debt component | 636,000 | 686,000 | 686,000 |
Total debt | 636,000 | 686,000 | 686,000 |
Amended 2011 Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Contractual Maturity | 31-Mar-19 | ||
Interest Rate | 4.50% | ||
Debt component | 2,073,750 | 2,094,750 | |
Total debt | 2,073,750 | 2,094,750 | |
Other Debt [Member] | |||
Debt Instrument [Line Items] | |||
Debt component | 11,795 | 12,359 | |
Total debt | 11,795 | 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% | ||
Debt component | 472,391 | 472,391 | |
Total debt | $472,391 | $472,391 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | Aug. 08, 2014 | Aug. 31, 2012 | |
Debt Instrument [Line Items] | |||||
Total debt borrowed at fixed rate | $2,024,000,000 | ||||
Total debt borrowed at floating rate | 2,709,000,000 | ||||
Total debt | 4,733,168,000 | 4,752,162,000 | |||
Payment for debt financing costs and fees | 421,000 | 29,376,000 | 35,088,000 | ||
Unamortized issue of Senior Notes with premium | 14,982,000 | 18,311,000 | |||
Redemption price percentage of principal amount | 101.00% | ||||
ABL Senior Secured Revolving Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 1,100,000,000 | ||||
Revolving credit facility, outstanding amount | 0 | ||||
Letters of credit, outstanding amount | 765,000,000 | ||||
Interest rate | Prime plus 2.25% or LIBOR plus 3.25% | ||||
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% | ||||
Weighted average interest rate | 3.69% | 3.50% | |||
Unsecured Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt | 1,350,000,000 | ||||
Interest Rate | 8.50% | ||||
Unamortized issue of Senior Notes with premium | 15,000,000 | ||||
Term of repurchase price of senior notes | Price equal to 101% of the principal amount, plus accrued and unpaid interest to the date of repurchase | ||||
Redemption price percentage of principal amount | 101.00% | ||||
Letter of Credit [Member] | ABL Senior Secured Revolving Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility, outstanding amount | 335,000,000 | ||||
Entities Affiliated [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt | 284,000,000 | ||||
Basis spread on variable interest rate | 3.50% | ||||
Floor interest rate on basis spread | 1.00% | ||||
Interest Rate | 4.50% | ||||
Entities Affiliated [Member] | Unsecured Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt | 2,000,000 | ||||
Lease Obligations [Member] | ABL Senior Secured Revolving Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Letters of credit, outstanding amount | 83,000,000 | ||||
Standby Letters of Credit for Self Insurance Program [Member] | ABL Senior Secured Revolving Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Letters of credit, outstanding amount | 242,000,000 | ||||
Other Obligations [Member] | ABL Senior Secured Revolving Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Letters of credit, outstanding amount | 10,000,000 | ||||
Commercial Paper [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | The lender's commercial paper rate, plus any other costs associated with the issuance of commercial paper, plus 1% | ||||
Percentage of unused commitment fee | 0.35% | ||||
Interest rate above base rate | 1.00% | ||||
CMBS Fixed Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt | 472,391,000 | 472,391,000 | |||
Interest Rate | 6.38% | ||||
Number of properties mortgaged | 34 | ||||
2012 ABS Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 800,000,000 | ||||
Percentage of eligible finance receivables | 100.00% | ||||
Total debt | 636,000,000 | 686,000,000 | 686,000,000 | ||
Available capacity | 64,000,000 | ||||
Basis spread on variable interest rate | 0.25% | ||||
Interest Rate | 1.21% | ||||
2012 ABS Facility [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Payment for debt financing costs and fees | 1,000,000 | ||||
Excluding Commercial Paper [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | LIBOR plus 1% | ||||
Percentage of unused commitment fee | 0.35% | ||||
Weighted average interest rate | 1.43% | 1.55% | |||
Basis spread on variable interest rate | 1.00% | ||||
2011 Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt | 2,074,000,000 | ||||
Interest rate above base rate | 2.50% | ||||
Basis spread on variable interest rate | 3.50% | ||||
Floor interest rate on basis spread | 1.00% | ||||
Principal repayments | $5,000,000 |
Debt_Principal_Payments_on_Out
Debt - Principal Payments on Outstanding Debt (Detail) (USD $) | Dec. 27, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Equity Method Investments And Cost Method Investments [Abstract] | ||
2015 | $51,877 | |
2016 | 683,907 | |
2017 | 521,645 | |
2018 | 63,659 | |
2019 | 3,367,439 | |
Thereafter | 44,641 | |
Total debt | $4,733,168 | $4,752,162 |
Debt_Debt_Refinancing_Transact
Debt - Debt Refinancing Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | ||||
Jun. 29, 2013 | Mar. 30, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | Jan. 31, 2013 | Aug. 31, 2012 | |
Debt Instrument [Line Items] | |||||||
Debt instrument, maturity date | 31-Mar-17 | ||||||
Debt instrument, extended maturity date | 31-Mar-19 | ||||||
Redemption price percentage of principal amount | 101.00% | ||||||
Loss on extinguishment of debt | $17,829,000 | $23,967,000 | $41,796,000 | $31,423,000 | |||
Costs and fees incurred | 29,000,000 | 35,000,000 | |||||
Total debt | 4,733,168,000 | 4,752,162,000 | |||||
Direct and Indirect ownership percentage in domestic subsidiaries | 100.00% | ||||||
Other Property [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Number of properties mortgaged | 9 | ||||||
CMBS Fixed Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, maturity date | 1-Aug-17 | ||||||
Interest rate on debt instrument | 6.38% | ||||||
Total debt | 472,391,000 | 472,391,000 | |||||
Number of properties mortgaged | 34 | ||||||
Senior Subordinated Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of debt | 166,000,000 | 355,000,000 | |||||
Debt instrument, maturity date | 30-Jun-17 | ||||||
Interest rate on debt instrument | 11.25% | ||||||
Redemption price percentage of principal amount | 105.63% | ||||||
Gross proceeds from issuance of debt | 175,000,000 | ||||||
Loss on extinguishment of debt | 31,000,000 | ||||||
Loss on early redemption premium | 9,000,000 | ||||||
Write Off of deferred debt issuance cost | 10,000,000 | ||||||
Third party costs for redemption of notes | 12,000,000 | ||||||
8.5 % Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of debt | 375,000,000 | ||||||
Issue price percent | 101.50% | 103.50% | |||||
Gross proceeds from issuance of debt | 178,000,000 | 388,000,000 | |||||
Amended 2011 Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of debt | 2,091,000,000 | ||||||
Purchase of additional debt | 371,000,000 | ||||||
Principal amount sold | 95,000,000 | ||||||
2011 Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | 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 | 9,000,000 | ||||||
Unamortized debt issuance costs | 6,000,000 | ||||||
Maturity date of the amended term loan | 31-Mar-19 | ||||||
Total debt | 2,074,000,000 | ||||||
2011 Term Loan [Member] | Amended 2011 Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of debt | 2,100,000,000 | ||||||
Aggregate principal amount of debt | 1,634,000,000 | ||||||
2007 Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of debt | 1,691,000,000 | ||||||
Debt instrument, maturity date | 3-Jul-14 | ||||||
Debt instrument, extended maturity date | 31-Mar-17 | ||||||
Repayments of debt | 249,000,000 | ||||||
2012 ABS Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, maturity date | 11-May-16 | ||||||
Aggregate principal amount of debt | 800,000,000 | ||||||
Interest rate on debt instrument | 1.21% | ||||||
Total debt | $636,000,000 | $686,000,000 | $686,000,000 |
Accrued_Expenses_and_Other_Lon2
Accrued Expenses and Other Long-term Liabilities - Accrued Expenses and Other Long-term Liabilities (Detail) (USD $) | Dec. 27, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Accrued expenses and other current liabilities: | ||
Salary, wages and bonus expenses | $129,887 | $110,427 |
Operating expenses | 46,845 | 61,500 |
Workers' compensation, general liability and fleet liability | 45,264 | 42,204 |
Group medical liability | 20,183 | 20,379 |
Customer rebates and other selling expenses | 65,052 | 63,038 |
Restructuring | 9,792 | 13,184 |
Property and sales tax | 19,224 | 22,526 |
Interest payable | 69,465 | 70,702 |
Deferred tax liabilities | 10,079 | |
Other | 19,847 | 19,675 |
Total accrued expenses and other current liabilities | 435,638 | 423,635 |
Other long-term liabilities: | ||
Workers' compensation, general liability and fleet liability | 115,640 | 111,364 |
Accrued pension and other postretirement benefit obligations | 227,106 | 100,393 |
Restructuring | 47,089 | 58,034 |
Unfunded lease obligation | 31,422 | 33,404 |
Other | 28,962 | 31,613 |
Total Other long-term liabilities | $450,219 | $334,808 |
Accrued_Expenses_and_Other_Lon3
Accrued Expenses and Other Long-term Liabilities - Summary of Self-insurance Liability (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Payables and Accruals [Abstract] | |||
Balance at beginning of the year | $153,568 | $159,469 | $175,891 |
Charged to costs and expenses | 65,025 | 56,526 | 37,763 |
Payments | -57,689 | -62,427 | -54,185 |
Balance at end of the year | $160,904 | $153,568 | $159,469 |
Restructuring_and_Tangible_Ass2
Restructuring and Tangible Asset Impairment Charges - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Facility | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | $2,000,000 | $4,000,000 | $3,000,000 | |
Tangible asset impairment charges | 1,580,000 | 1,860,000 | 7,530,000 | |
Restructuring and tangible asset impairment charges | 8,386,000 | 8,923,000 | ||
Number of closed facilities | 4 | |||
Tangible asset impairment charges | 2,000,000 | 5,000,000 | ||
Multiemployer pension withdrawal liability | 300,000,000 | |||
Assets Held for Sale, impairment charge | 2,000,000 | |||
Restructuring liabilities | 56,881,000 | 71,218,000 | 77,298,000 | 90,993,000 |
Distribution facilities [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of closed facilities | 3 | 3 | ||
Administrative Support Services [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of closed facilities | 4 | |||
Multiemployer Pension Withdrawal Liabilities [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | 2,000,000 | |||
Multiemployer pension withdrawal liability | 1,000,000 | |||
Restructuring liabilities | 51,000,000 | |||
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 | 56,450,000 | 69,072,000 | 74,121,000 | 85,400,000 |
Lease Obligation On Unused Facilities [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Reversal to restructuring liabilities | $2,000,000 |
Restructuring_and_Tangible_Ass3
Restructuring and Tangible Asset Impairment Charges - Summary of Changes in Restructuring Liabilities (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Restructuring Cost and Reserve [Line Items] | |||
Balance at beginning of period | $71,218 | $77,298 | $90,993 |
Current period charges | 106 | 7,636 | 4,754 |
Change in estimate | -1,736 | -1,110 | -3,361 |
Payments and usage-net of accretion | -12,707 | -12,606 | -15,088 |
Balance at end of period | 56,881 | 71,218 | 77,298 |
Severance and Related Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Balance at beginning of period | 69,072 | 74,121 | 85,400 |
Current period charges | 106 | 7,308 | 4,703 |
Change in estimate | -584 | -480 | -1,575 |
Payments and usage-net of accretion | -12,144 | -11,877 | -14,407 |
Balance at end of period | 56,450 | 69,072 | 74,121 |
Facility Closing Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Balance at beginning of period | 2,146 | 3,177 | 5,593 |
Current period charges | 328 | 51 | |
Change in estimate | -1,152 | -630 | -1,786 |
Payments and usage-net of accretion | -563 | -729 | -681 |
Balance at end of period | $431 | $2,146 | $3,177 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | Feb. 28, 2015 | |
Related Party Transaction [Line Items] | ||||
Management fee | $800,000 | |||
Management fees and related expenses | 10,000,000 | 10,000,000 | 10,000,000 | |
Transaction fees | 2,000,000 | 3,000,000 | ||
Company purchased from affiliate | 12,000,000 | 19,000,000 | ||
Amount held in principal of debt facilities | 4,696,273,000 | 4,735,248,000 | ||
Redemption price percentage | 101.00% | |||
Consent fees | 3,400,000 | |||
Unsecured Senior Notes [Member] | ||||
Related Party Transaction [Line Items] | ||||
Redemption price percentage | 101.00% | |||
Subsequent Event [Member] | Entities Affiliated [Member] | Unsecured Senior Notes [Member] | ||||
Related Party Transaction [Line Items] | ||||
Senior notes, purchase amount | 2,000,000 | |||
Senior notes, cost | 2,000,000 | |||
Entities Affiliated with Sponsors [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amount held in principal of debt facilities | 286,000,000 | 289,000,000 | ||
Senior Subordinated Notes [Member] | Entities Affiliated with Sponsors [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amount held in principal of debt facilities | $355,000,000 |
ShareBased_Compensation_and_US2
Share-Based Compensation and USF Holding Common Stock Issuances - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Share-based compensation expense | $11,736,000 | $8,406,000 | $4,312,000 |
Share-based compensation, price of shares purchased | $6 | ||
Number of shares held by employees | 1,000 | 1,000 | |
Stock options, Exercise price per share, lower range | $4.50 | ||
Stock options, Exercise price per share, upper range | $6 | ||
Options granted | 0 | ||
Weighted-average grant date fair value | $0 | $2.22 | $2.05 |
Stock options exercised | 22,000 | ||
Cash outflow for the excess of fair value over exercise price of stock options exercised | 2,000,000 | 900,000 | |
Time Options [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Options granted | 0 | ||
Stock options exercised | 12,000 | ||
Stock options exercised | 12,000 | 1,233,972 | 425,550 |
Performance Options [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Options granted | 0 | ||
Stock options exercised | 10,000 | ||
Stock options exercised | 10,000 | 1,233,972 | 425,550 |
Performance Options 2012 [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Company recorded compensation charge | 2,000,000 | ||
Employee Stock Option [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Share-based compensation, vesting period | 10 years | 10 years | 10 years |
Assumed Dividend Yield | 0.00% | 0.00% | 0.00% |
Unrecognized compensation cost | 7,000,000 | ||
Weighted average recognition period | 2 years | ||
Options expected to vest | 7,500,000 | ||
Employee Stock Option [Member] | Distribution, Selling and Administration [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Share-based compensation expense | 7,000,000 | 4,000,000 | 2,000,000 |
Restricted Shares [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Share-based compensation expense | 1,000,000 | ||
Weighted average recognition period | 2 years | ||
Share-based compensation, shares granted | 0 | 375,001 | 481,702 |
Granted | $0 | $6 | $6 |
Unrecognized compensation cost | 2,000,000 | ||
Share-based compensation, shares outstanding | 175,390 | 372,764 | |
Weighted average exercise price outstanding | $6 | $6 | |
Restricted Shares [Member] | Distribution, Selling and Administration [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Share-based compensation expense | 3,000,000 | 2,000,000 | |
Restricted Stock Units (RSUs) [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Share-based compensation, vesting period | 4 years | ||
Weighted average recognition period | 2 years | ||
Granted | $6 | ||
Unrecognized compensation cost | 9,000,000 | ||
Compensation charges recorded for achieving performance target | 3,000,000 | ||
Unrecognized compensation cost expected to recognize | 2,000,000 | ||
Share-based compensation, shares outstanding | 2,137,073 | 2,362,499 | |
Weighted average exercise price outstanding | $6 | $6 | |
Restricted Stock Units (RSUs) [Member] | Distribution, Selling and Administration [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Share-based compensation expense | 5,000,000 | 1,000,000 | |
Stock Appreciation Rights (SARs) [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Share-based compensation, shares granted | 0 | 0 | |
Share-based compensation, shares outstanding | 1,566,800 | ||
Weighted average exercise price outstanding | $4.98 | ||
Performance Restricted Stock Units [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Performance Options outstanding | 500,000 | ||
Share-based compensation, shares outstanding | 1,030,708 | 1,097,916 | |
Performance Options 2014 [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Company recorded compensation charge | 4,000,000 | ||
Performance Target [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Unrecognized compensation cost | 2,000,000 | ||
Weighted average recognition period | 6 months | ||
Options expected to vest | 2,500,000 | ||
Performance Target [Member] | Performance Options [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Performance Options outstanding | 8,400,000 | 8,400,000 | |
Performance Target [Member] | Restricted Stock Units (RSUs) [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Weighted average recognition period | 6 months | ||
Unrecognized compensation cost | 1,000,000 | ||
Unrecognized compensation cost expected to recognize | 500,000 | ||
Employee Stock [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Share-based compensation expense | 12,000,000 | 8,000,000 | 4,000,000 |
Income tax benefit related to share-based compensation expense | 4,000,000 | 3,000,000 | 1,000,000 |
Number of shares held by employees | 6,000,000 | ||
Net proceeds from shares | 28,600,000 | ||
Loan proceeds | $200,000 | ||
Share repurchases | 0 | ||
Minimum [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Share-based compensation, price of shares purchased | $5 | ||
Minimum [Member] | Time Options [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Options vesting and exercisable period | 4 years | ||
Minimum [Member] | Performance Options [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Options vesting and exercisable period | 4 years | ||
Minimum [Member] | Restricted Shares [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Share-based compensation, vesting period | 2 years | ||
Minimum [Member] | Employee Stock [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Shares reserved for issuance under Stock Incentive Plan | 31,500,000 | ||
Maximum [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Share-based compensation, price of shares purchased | $6 | ||
Maximum [Member] | Time Options [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Options vesting and exercisable period | 5 years | ||
Maximum [Member] | Performance Options [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Options vesting and exercisable period | 5 years | ||
Maximum [Member] | Restricted Shares [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Share-based compensation, vesting period | 5 years | ||
Maximum [Member] | Employee Stock [Member] | |||
Schedule Of Share Based Compensation Arrangements [Line Items] | |||
Shares reserved for issuance under Stock Incentive Plan | 53,200,000 |
ShareBased_Compensation_and_US3
Share-Based Compensation and USF Holding Common Stock Issuances - Weighted-Average Assumptions for Options Granted (Detail) (Employee Stock Option [Member]) | 12 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 35.00% | 35.00% | |
Expected dividends | 0.00% | 0.00% | 0.00% |
Risk-free rate | 1.00% | 0.90% | |
Expected term (in years) 10-year options | 6 years 3 months 18 days | 6 years 8 months 12 days |
ShareBased_Compensation_and_US4
Share-Based Compensation and USF Holding Common Stock Issuances - Weighted-Average Assumptions for Options Granted (Parenthetical) (Detail) (Employee Stock Option [Member]) | 12 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation, term | 10 years | 10 years | 10 years |
ShareBased_Compensation_and_US5
Share-Based Compensation and USF Holding Common Stock Issuances - Summary of Options Outstanding (Detail) (USD $) | 12 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding, beginning balance | 24,799,110 | ||
Options granted | 0 | ||
Options exercised | -22,000 | ||
Options forfeited | -209,404 | ||
Outstanding, ending balance | 24,567,706 | 24,799,110 | |
Outstanding, vested and exercisable | 17,018,611 | ||
Average Fair Value Outstanding, beginning balance | $2.04 | ||
Average Fair Value granted | $0 | $2.22 | $2.05 |
Average Fair Value exercised | $1.63 | ||
Average Fair Value forfeited | $2.13 | ||
Average Fair Value Outstanding, ending balance | $1.97 | $2.04 | |
Average Fair Value Vested and exercisable | $1.93 | ||
Average Exercise Price Outstanding, beginning balance | $5.20 | ||
Average Exercise Price granted | $0 | ||
Average Exercise Price exercised | $5 | ||
Average Exercise Price forfeited | $5.93 | ||
Average Exercise Price Outstanding, ending balance | $5.19 | $5.20 | |
Average Exercise Price Vested and exercisable | $4.99 | ||
Remaining contractual term, Outstanding | 6 years | ||
Remaining contractual term, Vested and exercisable | 6 years | ||
Time Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding, beginning balance | 12,399,555 | ||
Options granted | 0 | ||
Options exercised | -12,000 | -1,233,972 | -425,550 |
Options forfeited | -94,842 | ||
Outstanding, ending balance | 12,292,713 | 12,399,555 | |
Outstanding, vested and exercisable | 9,395,838 | ||
Performance Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding, beginning balance | 12,399,555 | ||
Options granted | 0 | ||
Options exercised | -10,000 | -1,233,972 | -425,550 |
Options forfeited | -114,562 | ||
Outstanding, ending balance | 12,274,993 | 12,399,555 | |
Outstanding, vested and exercisable | 7,622,773 |
ShareBased_Compensation_and_US6
Share-Based Compensation and USF Holding Common Stock Issuances - Summary of Nonvested Restricted Shares (Detail) (Restricted Shares [Member], USD $) | 12 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
Restricted Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning balance | 372,764 | ||
Granted | 0 | ||
Vested | -191,250 | ||
Forfeited | -6,124 | ||
Ending balance | 175,390 | 372,764 | |
Beginning balance | $6 | ||
Weighted Average Fair Value Granted | $0 | $6 | $6 |
Weighted Average Fair Value Vested | $6 | ||
Weighted Average Fair Value Forfeited | $6 | ||
Ending balance | $6 | $6 |
ShareBased_Compensation_and_US7
Share-Based Compensation and USF Holding Common Stock Issuances - Summary of Nonvested Restricted Stock Units (Detail) (USD $) | 12 Months Ended |
Dec. 27, 2014 | |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning balance | 2,362,499 |
Granted | 166,667 |
Vested | -264,998 |
Forfeited | -127,095 |
Ending balance | 2,137,073 |
Beginning balance | $6 |
Granted | $6 |
Vested | $6 |
Forfeited | $6 |
Ending balance | $6 |
Time Based Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning balance | 1,264,583 |
Granted | 166,667 |
Vested | -264,998 |
Forfeited | -59,887 |
Ending balance | 1,106,365 |
Performance Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning balance | 1,097,916 |
Forfeited | -67,208 |
Ending balance | 1,030,708 |
Leases_Noncancelable_Lease_Agr
Leases - Noncancelable Lease Agreements, Minimum Lease Payments (Detail) (USD $) | Dec. 27, 2014 |
In Thousands, unless otherwise specified | |
Leases [Line Items] | |
2015 | $36,692 |
2016 | 31,594 |
2017 | 26,228 |
2018 | 20,822 |
2019 | 19,975 |
Thereafter | 51,773 |
Total minimum lease payments (receipts) | 187,084 |
2015 | -1,298 |
2016 | -1,038 |
2017 | -778 |
2018 | -6 |
2019 | 0 |
Thereafter | 0 |
Total minimum lease payments (receipts) | -3,120 |
2015 | 72,690 |
2016 | 68,015 |
2017 | 62,976 |
2018 | 76,216 |
2019 | 54,107 |
Thereafter | 109,964 |
Total minimum lease payments (receipts) | 443,968 |
Obligations Under Capital Leases [Member] | |
Leases [Line Items] | |
2015 | 33,124 |
2016 | 33,190 |
2017 | 33,257 |
2018 | 51,131 |
2019 | 29,469 |
Thereafter | 38,954 |
Total minimum lease payments (receipts) | 219,125 |
Less amount representing interest | -29,893 |
Present value of minimum lease payments | 189,232 |
Unfunded Lease Obligation [Member] | |
Leases [Line Items] | |
2015 | 4,172 |
2016 | 4,269 |
2017 | 4,269 |
2018 | 4,269 |
2019 | 4,663 |
Thereafter | 19,237 |
Total minimum lease payments (receipts) | 40,879 |
Less amount representing interest | -11,895 |
Present value of minimum lease payments | $28,984 |
Leases_Additional_information_
Leases - Additional information (Detail) (Distribution, Selling and Administration [Member], USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Distribution, Selling and Administration [Member] | |||
Leases [Line Items] | |||
Operating lease | $44 | $44 | $50 |
Retirement_Plans_Components_of
Retirement Plans - Components of Net Pension and Other Post Retirement Benefit Costs (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Pension Benefits [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Service cost | $27,729 | $32,773 | $25,819 |
Interest cost | 37,468 | 33,707 | 38,404 |
Expected return on plan assets | -47,396 | -42,036 | -41,621 |
Amortization of prior service cost | 198 | 198 | 102 |
Amortization of net (gain) loss | 2,294 | 13,288 | 14,572 |
Settlements | 2,370 | 1,778 | 17,840 |
Net periodic pension costs | 22,663 | 39,708 | 55,116 |
Other Postretirement Plans [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Service cost | 79 | 153 | 140 |
Interest cost | 318 | 431 | 512 |
Amortization of prior service cost | -334 | ||
Amortization of net (gain) loss | -75 | 112 | 34 |
Curtailment | -2,096 | ||
Net periodic pension costs | ($2,108) | $696 | $686 |
Retirement_Plans_Additional_In
Retirement Plans - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Settlement charge included in net period pension expense | $2,000,000 | $2,000,000 | $18,000,000 |
Company's anticipated contributions | 49,000,000 | ||
Withdrawal liabilities related to multiemployer plan | 300,000,000 | ||
Zone Red [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Criteria established under the Internal Revenue Code, funded status percentage | Less than 65 percent | ||
Zone Yellow [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Criteria established under the Internal Revenue Code, funded status percentage | Between 65 and less than 80 percent | ||
Zone Green [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Criteria established under the Internal Revenue Code, funded status percentage | At least 80 percent | ||
Facility Closing Costs [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Withdrawal liabilities related to multiemployer plan | 51,000,000 | ||
Equity Securities [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Define benefit target plan assets allocations | 50.00% | ||
Define benefit actual plan assets allocations | 49.00% | ||
Debt Securities [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Define benefit target plan assets allocations | 50.00% | ||
Define benefit actual plan assets allocations | 51.00% | ||
Other Postretirement Plans [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Curtailment gain resulting | 2,096,000 | ||
Actuarial loss of defined benefit pension plans | 986,000 | -2,198,000 | 661,000 |
Defined Contribution Pension Plan 401 k [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Matching contributions | 50.00% | ||
Participant's compensation for which company matches contribution | 6.00% | ||
Company's contributions to plan | 26,000,000 | 25,000,000 | 25,000,000 |
Discretionary contributions | 0 | 0 | 0 |
Pension Benefits [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Actuarial loss of defined benefit pension plans | 199,807,000 | -98,962,000 | 82,840,000 |
Pension Benefits [Member] | Change in Assumptions for Pension Plans [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Actuarial loss of defined benefit pension plans | 200,000,000 | ||
Maximum [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Change in health care trend rate | $1,000,000 |
Retirement_Plans_Changes_in_Pl
Retirement Plans - Changes in Plan Assets and Benefit Obligations (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Changes recognized in other comprehensive loss: | |||
Net amount recognized | $155,362 | ($122,963) | $14,160 |
Pension Benefits [Member] | |||
Changes recognized in other comprehensive loss: | |||
Actuarial gain (loss) | -160,345 | 112,816 | -54,059 |
Prior service cost | -620 | ||
Amortization of prior service cost | 198 | 198 | 102 |
Amortization of net (gain) loss | 2,294 | 13,288 | 14,572 |
Settlements or curtailment | 2,370 | 1,778 | 17,840 |
Net amount recognized | -155,483 | 128,080 | -22,165 |
Other Postretirement Plans [Member] | |||
Changes recognized in other comprehensive loss: | |||
Actuarial gain (loss) | -986 | 2,198 | -661 |
Prior service cost | 3,612 | ||
Amortization of prior service cost | -334 | ||
Amortization of net (gain) loss | -75 | 112 | 34 |
Settlements or curtailment | -2,096 | ||
Net amount recognized | $121 | $2,310 | ($627) |
Retirement_Plans_Funded_Status
Retirement Plans - Funded Status of the Defined Benefit Plans (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Change in plan assets: | |||
Fair value of plan assets at end of period | $749,166 | $641,749 | |
Amounts recognized in the consolidated balance sheets consist of the following: | |||
Accrued benefit obligation-noncurrent | -227,106 | -100,393 | |
Pension Benefits [Member] | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of period | 733,752 | 795,989 | 762,771 |
Service cost | 27,729 | 32,773 | 25,819 |
Interest cost | 37,468 | 33,707 | 38,404 |
Actuarial (gain) loss | 199,807 | -98,962 | 82,840 |
Plan amendments | 620 | ||
Settlements | -11,517 | -13,186 | -68,627 |
Benefit disbursements | -16,770 | -16,569 | -45,838 |
Benefit obligation at end of period | 970,469 | 733,752 | 795,989 |
Change in plan assets: | |||
Fair value of plan assets at beginning of period | 641,749 | 566,768 | 564,651 |
Return on plan assets | 86,857 | 55,890 | 70,403 |
Employer contribution | 48,847 | 48,846 | 46,179 |
Settlements | -11,517 | -13,186 | -68,627 |
Benefit disbursements | -16,770 | -16,569 | -45,838 |
Fair value of plan assets at end of period | 749,166 | 641,749 | 566,768 |
Net amount recognized | -221,303 | -92,003 | -229,221 |
Amounts recognized in the consolidated balance sheets consist of the following: | |||
Accrued benefit obligation-current | -453 | -401 | -401 |
Accrued benefit obligation-noncurrent | -220,850 | -91,602 | -228,820 |
Net amount recognized in the consolidated balance sheets | -221,303 | -92,003 | -229,221 |
Amounts recognized in accumulated other comprehensive income (loss) consist of the following: | |||
Prior service cost | -634 | -832 | -1,030 |
Net gain (loss) | -231,446 | -75,765 | -203,647 |
Net gain (loss) recognized in accumulated other comprehensive income (loss) | -232,080 | -76,597 | -204,677 |
Accumulated benefit obligation | 888,937 | 679,225 | 733,626 |
Additional information-unfunded accrued benefit cost | 10,777 | -15,406 | -24,544 |
Amounts expected to be amortized from accumulated other comprehensive loss in the next fiscal year: | |||
Net loss | 14,053 | ||
Prior service cost (credit) | 195 | ||
Net expected to be amortized | 14,248 | ||
Other Postretirement Plans [Member] | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of period | 9,375 | 11,357 | 10,653 |
Service cost | 79 | 153 | 140 |
Interest cost | 318 | 431 | 512 |
Employee contributions | 215 | 219 | 297 |
Actuarial (gain) loss | 986 | -2,198 | 661 |
Curtailment | -3,612 | ||
Benefit disbursements | -572 | -587 | -906 |
Benefit obligation at end of period | 6,789 | 9,375 | 11,357 |
Change in plan assets: | |||
Fair value of plan assets at beginning of period | |||
Employer contribution | 357 | 369 | 609 |
Employee contributions | 215 | 219 | 297 |
Benefit disbursements | -572 | -587 | -906 |
Fair value of plan assets at end of period | |||
Net amount recognized | -6,789 | -9,375 | -11,357 |
Amounts recognized in the consolidated balance sheets consist of the following: | |||
Accrued benefit obligation-current | -533 | -583 | -628 |
Accrued benefit obligation-noncurrent | -6,256 | -8,792 | -10,729 |
Net amount recognized in the consolidated balance sheets | -6,789 | -9,375 | -11,357 |
Amounts recognized in accumulated other comprehensive income (loss) consist of the following: | |||
Net gain (loss) | 1,368 | 1,247 | -1,063 |
Net gain (loss) recognized in accumulated other comprehensive income (loss) | 1,368 | 1,247 | -1,063 |
Additional information-unfunded accrued benefit cost | -8,157 | -10,622 | -10,294 |
Amounts expected to be amortized from accumulated other comprehensive loss in the next fiscal year: | |||
Net loss | 14 | ||
Prior service cost (credit) | -62 | ||
Net expected to be amortized | ($48) |
Retirement_Plans_Assumptions_t
Retirement Plans - Assumptions to Determine Benefit Obligations at Period-end and Net Pension Costs (Detail) | 12 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
Pension Benefits [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Benefit obligation, discount rate | 4.25% | 5.19% | 4.29% |
Benefit obligation, annual compensation increase | 3.60% | 3.60% | 3.60% |
Net cost, discount rate | 5.19% | 4.29% | 5.08% |
Net cost, expected return on plan assets | 7.25% | 7.25% | 7.25% |
Net cost, annual compensation increase | 3.60% | 3.60% | 4.00% |
Other Postretirement Plans [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Benefit obligation, discount rate | 4.05% | 4.80% | 3.90% |
Net cost, discount rate | 4.80% | 3.90% | 4.95% |
Retirement_Plans_Assumed_Healt
Retirement Plans - Assumed Health Care Trend Rates (Detail) | 12 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
Compensation and Retirement Disclosure [Abstract] | |||
Immediate rate | 7.10% | 7.30% | 7.50% |
Ultimate trend rate | 4.50% | 4.50% | 4.50% |
Year the rate reaches the ultimate trend rate | 2028 | 2028 | 2028 |
Retirement_Plans_Schedule_of_L
Retirement Plans - Schedule of Level Three Defined Benefit Plan Assets (Detail) (USD $) | Dec. 27, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | $749,166 | $641,749 |
Cash and Cash Equivalents [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 5,800 | 14,624 |
Common Collective Trust Funds [Member] | Domestic Equities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 259,627 | 228,638 |
Common Collective Trust Funds [Member] | International Equity Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 48,774 | 48,112 |
Common Collective Trust Funds [Member] | Cash Equivalents [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 3,897 | 3,407 |
Mutual Funds [Member] | Domestic Equities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 32,348 | 31,368 |
Mutual Funds [Member] | International Equity Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 23,199 | 23,926 |
Debt Securities [Member] | Domestic Corporate Debt Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 199,500 | 163,831 |
Debt Securities [Member] | Foreign Corporate Debt Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 25,633 | 20,916 |
Debt Securities [Member] | US Government Debt Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 136,048 | 94,891 |
Debt Securities [Member] | US Government Agencies Debt Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 10,270 | 8,306 |
Debt Securities [Member] | Other Debt Obligations [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 4,070 | 3,730 |
Level 1 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 61,347 | 69,918 |
Level 1 [Member] | Cash and Cash Equivalents [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 5,800 | 14,624 |
Level 1 [Member] | Mutual Funds [Member] | Domestic Equities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 32,348 | 31,368 |
Level 1 [Member] | Mutual Funds [Member] | International Equity Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 23,199 | 23,926 |
Level 2 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 687,819 | 571,831 |
Level 2 [Member] | Common Collective Trust Funds [Member] | Domestic Equities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 259,627 | 228,638 |
Level 2 [Member] | Common Collective Trust Funds [Member] | International Equity Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 48,774 | 48,112 |
Level 2 [Member] | Common Collective Trust Funds [Member] | Cash Equivalents [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 3,897 | 3,407 |
Level 2 [Member] | Debt Securities [Member] | Domestic Corporate Debt Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 199,500 | 163,831 |
Level 2 [Member] | Debt Securities [Member] | Foreign Corporate Debt Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 25,633 | 20,916 |
Level 2 [Member] | Debt Securities [Member] | US Government Debt Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 136,048 | 94,891 |
Level 2 [Member] | Debt Securities [Member] | US Government Agencies Debt Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 10,270 | 8,306 |
Level 2 [Member] | Debt Securities [Member] | Other Debt Obligations [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | $4,070 | $3,730 |
Retirement_Plans_Estimated_Fut
Retirement Plans - Estimated Future Benefit Payments (Detail) (USD $) | Dec. 27, 2014 |
In Thousands, unless otherwise specified | |
Pension Benefits [Member] | |
Defined Benefit Plan Estimated Future Employer Contribution [Line Items] | |
2015 | $33,122 |
2016 | 35,379 |
2017 | 37,841 |
2018 | 37,387 |
2019 | 41,279 |
Subsequent five years | 231,496 |
Other Postretirement Plans [Member] | |
Defined Benefit Plan Estimated Future Employer Contribution [Line Items] | |
2015 | 533 |
2016 | 544 |
2017 | 529 |
2018 | 530 |
2019 | 505 |
Subsequent five years | $2,319 |
Retirement_Plans_Multiemployer
Retirement Plans - Multiemployer Pension Plans (Detail) | 12 Months Ended | |
Dec. 27, 2014 | Dec. 28, 2013 | |
Central States, Southeast and Southwest Areas Pension Fund [Member] | ||
Multiemployer Plans [Line Items] | ||
EIN | 366044243 | |
Plan Number | 1 | |
PPA zone status | Red | Red |
FIP/RP Status Pending / Implemented | Implemented | |
Surcharge Imposed | No | |
Expiration Dates | 10-May-14 | |
Expiration Dates | 30-Apr-16 | |
Western Conference of Teamsters Pension Trust Fund [Member] | ||
Multiemployer Plans [Line Items] | ||
EIN | 916145047 | |
Plan Number | 1 | |
PPA zone status | Green | Green |
FIP/RP Status Pending / Implemented | NA | |
Surcharge Imposed | No | |
Expiration Dates | 31-Mar-15 | |
Expiration Dates | 30-Sep-20 | |
Minneapolis Food Distributing Industry Pension Plan [Member] | ||
Multiemployer Plans [Line Items] | ||
EIN | 416047047 | |
Plan Number | 1 | |
PPA zone status | Green | Green |
FIP/RP Status Pending / Implemented | Implemented | |
Surcharge Imposed | No | |
Expiration Dates | 1-Apr-17 | |
Teamster Pension Trust Fund of Philadelphia and Vicinity [Member] | ||
Multiemployer Plans [Line Items] | ||
EIN | 231511735 | |
Plan Number | 1 | |
PPA zone status | Yellow | Yellow |
FIP/RP Status Pending / Implemented | Implemented | |
Surcharge Imposed | No | |
Expiration Dates | 10-Feb-18 | |
Truck Drivers & Helpers Local 355 Pension Fund [Member] | ||
Multiemployer Plans [Line Items] | ||
EIN | 520951433 | |
Plan Number | 1 | |
PPA zone status | Yellow | Yellow |
FIP/RP Status Pending / Implemented | Implemented | |
Surcharge Imposed | No | |
Expiration Dates | 15-Mar-15 | |
Local 703 I.B. of T. Grocery and Food Employees Pension Plan [Member] | ||
Multiemployer Plans [Line Items] | ||
EIN | 366491473 | |
Plan Number | 1 | |
PPA zone status | Green | Green |
FIP/RP Status Pending / Implemented | NA | |
Surcharge Imposed | No | |
Expiration Dates | 30-Jun-18 | |
United Teamsters Trust Fund A [Member] | ||
Multiemployer Plans [Line Items] | ||
EIN | 135660513 | |
Plan Number | 1 | |
PPA zone status | Yellow | Red |
FIP/RP Status Pending / Implemented | Implemented | |
Surcharge Imposed | No | |
Expiration Dates | 30-May-15 | |
Warehouse Employees Local 169 and Employers Joint Pension Fund [Member] | ||
Multiemployer Plans [Line Items] | ||
EIN | 236230368 | |
Plan Number | 1 | |
PPA zone status | Red | Red |
FIP/RP Status Pending / Implemented | Implemented | |
Surcharge Imposed | No | |
Expiration Dates | 10-Feb-18 | |
Warehouse Employees Local No. 570 Pension Fund [Member] | ||
Multiemployer Plans [Line Items] | ||
EIN | 526048848 | |
Plan Number | 1 | |
PPA zone status | Green | Green |
FIP/RP Status Pending / Implemented | NA | |
Surcharge Imposed | No | |
Expiration Dates | 15-Mar-15 | |
Local 705 I.B. of T. Pension Trust Fund [Member] | ||
Multiemployer Plans [Line Items] | ||
EIN | 366492502 | |
Plan Number | 1 | |
PPA zone status | Red | Red |
FIP/RP Status Pending / Implemented | Implemented | |
Surcharge Imposed | Yes | |
Expiration Dates | 29-Dec-18 |
Retirement_Plans_Contributions
Retirement Plans - Contributions to Multiemployer Pension Plans (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Multiemployer Plans [Line Items] | |||
USF Contributions | $32,044 | $30,858 | $28,258 |
Central States, Southeast and Southwest Areas Pension Fund [Member] | |||
Multiemployer Plans [Line Items] | |||
USF Contributions | 3,930 | 3,908 | 3,389 |
USF Contributions Exceed 5% of Total Plan contribution | FALSE | FALSE | |
Western Conference of Teamsters Pension Trust Fund [Member] | |||
Multiemployer Plans [Line Items] | |||
USF Contributions | 9,761 | 9,249 | 8,309 |
USF Contributions Exceed 5% of Total Plan contribution | FALSE | FALSE | |
Minneapolis Food Distributing Industry Pension Plan [Member] | |||
Multiemployer Plans [Line Items] | |||
USF Contributions | 5,026 | 4,565 | 4,235 |
USF Contributions Exceed 5% of Total Plan contribution | TRUE | TRUE | |
Teamster Pension Trust Fund of Philadelphia and Vicinity [Member] | |||
Multiemployer Plans [Line Items] | |||
USF Contributions | 3,163 | 2,939 | 2,808 |
USF Contributions Exceed 5% of Total Plan contribution | FALSE | FALSE | |
Truck Drivers & Helpers Local 355 Pension Fund [Member] | |||
Multiemployer Plans [Line Items] | |||
USF Contributions | 1,373 | 1,428 | 1,491 |
USF Contributions Exceed 5% of Total Plan contribution | TRUE | TRUE | |
Local 703 I.B. of T. Grocery and Food Employees Pension Plan [Member] | |||
Multiemployer Plans [Line Items] | |||
USF Contributions | 1,282 | 1,036 | 1,017 |
USF Contributions Exceed 5% of Total Plan contribution | TRUE | TRUE | |
United Teamsters Trust Fund A [Member] | |||
Multiemployer Plans [Line Items] | |||
USF Contributions | 1,537 | 1,816 | 1,144 |
USF Contributions Exceed 5% of Total Plan contribution | TRUE | TRUE | |
Warehouse Employees Local 169 and Employers Joint Pension Fund [Member] | |||
Multiemployer Plans [Line Items] | |||
USF Contributions | 907 | 981 | 961 |
USF Contributions Exceed 5% of Total Plan contribution | TRUE | TRUE | |
Warehouse Employees Local No. 570 Pension Fund [Member] | |||
Multiemployer Plans [Line Items] | |||
USF Contributions | 863 | 929 | 969 |
USF Contributions Exceed 5% of Total Plan contribution | TRUE | TRUE | |
Local 705 I.B. of T. Pension Trust Fund [Member] | |||
Multiemployer Plans [Line Items] | |||
USF Contributions | 2,479 | 2,189 | 2,077 |
USF Contributions Exceed 5% of Total Plan contribution | FALSE | FALSE | |
Other Funds [Member] | |||
Multiemployer Plans [Line Items] | |||
USF Contributions | $1,723 | $1,818 | $1,858 |
USF Contributions Exceed 5% of Total Plan contribution | FALSE | FALSE |
Retirement_Plans_Contributions1
Retirement Plans - Contributions to Multiemployer Pension Plans (Parenthetical) (Detail) (Minimum [Member]) | Dec. 27, 2014 |
Minimum [Member] | |
Multiemployer Plans [Line Items] | |
Minimum Contribution by the employer to multi-employer plans as percentage of total contribution | 5.00% |
Changes_in_Accumulated_Other_C2
Changes in Accumulated Other Comprehensive Income (Loss) - Schedule of Reclassification Out of Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Schedule of Capitalization [Line Items] | |||
Current period comprehensive income (loss), net of tax | ($155,362) | $122,963 | ($14,160) |
Current period comprehensive income, net of tax | 542 | 17,570 | |
Retirement Benefit Obligation [Member] | |||
Schedule of Capitalization [Line Items] | |||
Balance at beginning of period | -2,679 | -125,642 | -111,482 |
Other comprehensive income (loss) before reclassifications | 161,331 | -115,014 | 55,340 |
Current year prior service cost | 3,612 | ||
Total before income tax | -155,362 | 130,390 | -22,792 |
Income tax provision (benefit) | 7,427 | -8,632 | |
Current period comprehensive income (loss), net of tax | -155,362 | 122,963 | -14,160 |
Balance at end of period | -158,041 | -2,679 | -125,642 |
Retirement Benefit Obligation [Member] | Distribution, Selling and Administration [Member] | |||
Schedule of Capitalization [Line Items] | |||
Amortization of prior service cost (credit) | -136 | 198 | 102 |
Amortization of net loss | 2,219 | 13,400 | 14,606 |
Settlements | 2,370 | 1,778 | 17,840 |
Curtailment | -2,096 | ||
Interest Rate Swap Derivative [Member] | |||
Schedule of Capitalization [Line Items] | |||
Other comprehensive income (loss) before reclassifications | -653 | -2,387 | |
Balance at beginning of period | -542 | -18,112 | |
Amounts reclassified from other comprehensive income | 2,042 | 30,683 | |
Total before income tax | 1,389 | 28,296 | |
Income tax provision | 847 | 10,726 | |
Current period comprehensive income, net of tax | 542 | 17,570 | |
Balance at end of period | ($542) |
Changes_in_Accumulated_Other_C3
Changes in Accumulated Other Comprehensive Income (Loss) - Schedule of Reclassification Out of Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Detail) (Interest Rate Swap Derivative [Member]) | 12 Months Ended |
Dec. 27, 2014 | |
Interest Rate Swap Derivative [Member] | |
Schedule of Capitalization [Line Items] | |
Expiry of interest rate swap derivative | 31-Jan-13 |
Income_Taxes_Income_Tax_Provis
Income Taxes - Income Tax Provision (Benefit) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Current: | |||||||||||
Federal | ($146) | ($64) | $7 | ||||||||
State | 311 | 283 | 299 | ||||||||
Current Income tax provision (benefit) | 165 | 219 | 306 | ||||||||
Deferred: | |||||||||||
Federal | 34,168 | 28,824 | 37,635 | ||||||||
State | 1,635 | 779 | 4,507 | ||||||||
Deferred Income tax provision (benefit) | 35,803 | 29,603 | 42,142 | ||||||||
Total Income tax provision | ($5,183) | $22,628 | $9,360 | $9,163 | $36,055 | ($6,358) | ($12,167) | $12,292 | $35,968 | $29,822 | $42,448 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Income Taxes [Line Items] | ||||
Effective income tax rates | 97.00% | 109.00% | 487.00% | |
Variation of effective tax rate from federal statutory tax rate | 35.00% | 35.00% | 35.00% | |
Operating Loss Carryforward Federal | $129,000,000 | |||
Operating Loss Carryforward State | 89,000,000 | |||
Reversal of valuation allowance | 54,571,000 | 32,445,000 | 43,748,000 | |
Unrecognized tax benefits that would impact tax rate if recognized | 41,000,000 | 53,000,000 | 53,000,000 | |
Unrecognized tax benefits | 46,584,000 | 59,291,000 | 59,627,000 | 60,398,000 |
Accrued interest and Penalties Related to uncertain tax positions | 2,000,000 | |||
Capital Loss Carryforward [Member] | Additional Paid-In Capital [Member] | ||||
Income Taxes [Line Items] | ||||
Reversal of valuation allowance | 90,000,000 | |||
Capital Loss Carryforward [Member] | Income Taxes [Member] | ||||
Income Taxes [Line Items] | ||||
Reversal of valuation allowance | 142,000,000 | |||
Research and Development Tax Credit Carryforward [Member] | ||||
Income Taxes [Line Items] | ||||
Minimum tax credit carryforwards | 6,000,000 | |||
Other Tax Benefits [Member] | ||||
Income Taxes [Line Items] | ||||
Unrecognized tax benefits | 39,000,000 | 51,000,000 | 51,000,000 | |
Minimum [Member] | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforward expiration year | 2015 | |||
Maximum [Member] | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforward expiration year | 2034 | |||
Federal [Member] | ||||
Income Taxes [Line Items] | ||||
Minimum tax credit carryforwards | 1,000,000 | |||
Valuation allowance, net operating loss carryforwards | 139,000,000 | |||
State [Member] | ||||
Income Taxes [Line Items] | ||||
Minimum tax credit carryforwards | 1,000,000 | |||
Valuation allowance, net operating loss carryforwards | 93,000,000 | |||
State Exposures [Member] | ||||
Income Taxes [Line Items] | ||||
Decrease due to lapses of statute of limitations | $400,000 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Provisions for Income Taxes from Continuing Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Income Tax Disclosure [Abstract] | |||||||||||
Federal income tax benefit computed at statutory rate | ($12,931) | ($9,585) | ($3,054) | ||||||||
State income taxes-net of federal income tax benefit | -1,532 | -2,415 | -24 | ||||||||
Statutory rate and apportionment change | -321 | 406 | -1,000 | ||||||||
Stock-based compensation | 131 | 5,342 | |||||||||
Non-deductible expenses | 2,592 | 2,153 | 2,215 | ||||||||
Return to accrual reconciliation | 12 | -335 | 29 | ||||||||
Change in the valuation allowance for deferred tax assets | 54,571 | 32,445 | 43,748 | ||||||||
Net operating loss expirations | 2,019 | 1,653 | 634 | ||||||||
Tax credits | -8,179 | ||||||||||
Other | -394 | 158 | -100 | ||||||||
Total Income tax provision | ($5,183) | $22,628 | $9,360 | $9,163 | $36,055 | ($6,358) | ($12,167) | $12,292 | $35,968 | $29,822 | $42,448 |
Income_Taxes_Significant_Defer
Income Taxes - Significant Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 27, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Allowance for doubtful accounts | $10,794 | $10,838 |
Accrued employee benefits | 30,689 | 28,931 |
Restructuring reserves | 29,500 | 36,649 |
Workers' compensation, general liability and auto liabilities | 62,493 | 59,845 |
Deferred income | 539 | 1,287 |
Deferred financing costs | 9,466 | 9,362 |
Pension liability | 72,747 | 22,616 |
Net operating loss carryforwards | 217,960 | 215,177 |
Other accrued expenses | 25,300 | 16,447 |
Total gross deferred tax assets | 459,488 | 401,152 |
Less valuation allowance | -232,163 | -117,227 |
Total net deferred tax assets | 227,325 | 283,925 |
Deferred tax liabilities: | ||
Property and equipment | -152,622 | -148,976 |
Inventories | -17,166 | -13,657 |
Intangibles | -487,935 | -515,888 |
Total deferred tax liabilities | -657,723 | -678,521 |
Net deferred tax liability | ($430,398) | ($394,596) |
Income_Taxes_Net_Deferred_Tax_
Income Taxes - Net Deferred Tax Liability in Balance Sheet (Detail) (USD $) | Dec. 27, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ||
Current deferred tax asset (liability) | ($10,079) | $13,557 |
Noncurrent deferred tax liability | -420,319 | -408,153 |
Net deferred tax liability | ($430,398) | ($394,596) |
Income_Taxes_Net_Operating_Los
Income Taxes - Net Operating Loss Carryforwards Expire (Detail) (USD $) | Dec. 27, 2014 | Dec. 28, 2013 |
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforward Federal | $129,000,000 | |
Operating Loss Carryforward State | 89,000,000 | |
Operating Loss Carryforwards | 217,960,000 | 215,177,000 |
2015-2019 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforward Federal | 8,000,000 | |
Operating Loss Carryforward State | 14,000,000 | |
Operating Loss Carryforwards | 22,000,000 | |
2020-2024 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforward State | 46,000,000 | |
Operating Loss Carryforwards | 46,000,000 | |
2025-2029 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforward Federal | 94,000,000 | |
Operating Loss Carryforward State | 22,000,000 | |
Operating Loss Carryforwards | 116,000,000 | |
2030-2034 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforward Federal | 27,000,000 | |
Operating Loss Carryforward State | 7,000,000 | |
Operating Loss Carryforwards | $34,000,000 |
Income_Taxes_Summary_of_Activi
Income Taxes - Summary of Activity in Valuation Allowance (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of period | $117,227 | $128,844 | $85,685 |
Charged to expense | 54,571 | 32,445 | 43,748 |
Other comprehensive income | 60,340 | -43,079 | |
Other | 25 | -983 | -589 |
Balance at end of period | $232,163 | $117,227 | $128,844 |
Income_Taxes_Reconciliation_of1
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits, beginning balance | $59,291 | $59,627 | $60,398 |
Gross increases due to positions taken in prior years | 46 | ||
Gross decreases due to positions taken in prior years | -11,392 | -333 | |
Gross increases due to positions taken in current year | 63 | 76 | 71 |
Decreases due to lapses of statute of limitations | -362 | -207 | -73 |
Decreases due to changes in tax rates | -1,016 | -251 | -436 |
Unrecognized tax benefits, ending balance | $46,584 | $59,291 | $59,627 |
Business_Acquisitions_Addition
Business Acquisitions - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
Business | Business | Business | |
Loans At Acquisition Date [Line Items] | |||
Number of acquisitions | 0 | 1 | 5 |
Cash consideration for acquisition | $11,369,000 | $106,041,000 | |
Contingent consideration for acquisition | 2,000,000 | 6,000,000 | |
Refund relates to purchase price adjustments | $2,000,000 | ||
Business Acquisition [Member] | |||
Loans At Acquisition Date [Line Items] | |||
Percentage of net sales | 2.00% | 2.00% | |
Percentage of operating earnings | 2.00% | 2.00% |
Business_Acquisitions_Purchase
Business Acquisitions - Purchase Price Allocations for Business Acquisitions (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Business Combinations [Abstract] | ||
Accounts receivable | $3,894 | $24,261 |
Inventories | 3,638 | 26,076 |
Property and equipment | 125 | 21,107 |
Goodwill | 17,389 | |
Other intangible assets | 8,348 | 44,755 |
Accounts payable | -2,120 | -17,584 |
Accrued expenses and other current liabilities | -130 | -8,930 |
Other long-term liabilities | -3,419 | |
Cash used in acquisitions | $13,755 | $103,655 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||
Apr. 28, 2014 | Dec. 27, 2014 | Sep. 30, 2011 | Dec. 31, 2008 | |
Gain Contingencies [Line Items] | ||||
Purchase commitments | $646,000,000 | |||
Discretionary bonus paid | 3,000,000 | |||
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 | 3,000,000 | |||
Initial payments received | 14,000,000 | |||
Insurance recovery | 6,000,000 | |||
Insurance recoveries related to cash flows from investing activities | 4,000,000 | |||
Insurance recoveries related to cash flows from operating activities | 10,000,000 | |||
Costs incurred subject to coverage under business interruption | 16,000,000 | |||
Ahold [Member] | ||||
Gain Contingencies [Line Items] | ||||
Litigation settlement amount paid | 297,000,000 | |||
Settlement Court | United States District Court | |||
Maximum [Member] | ||||
Gain Contingencies [Line Items] | ||||
Retention bonuses approved | 31,500,000 | |||
Transaction bonuses approved | 10,000,000 | |||
Diesel Fuel [Member] | ||||
Gain Contingencies [Line Items] | ||||
Purchase commitments through December 2016 | 177,000,000 | |||
Electricity [Member] | ||||
Gain Contingencies [Line Items] | ||||
Purchase commitments through December 2016 | 10,000,000 | |||
Eagan Labor Dispute [Member] | ||||
Gain Contingencies [Line Items] | ||||
Recorded liability for related multiemployer pension withdrawal liability | 40,000,000 | |||
Additional liability incurred for settlement of claims | $17,000,000 |
Guarantor_and_NonGuarantor_Con2
Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Schedule of Condensed Consolidating Balance Sheet (Detail) (USD $) | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Accounts receivable-net | $1,252,738 | $1,225,719 | ||
Inventories-net | 1,050,898 | 1,161,558 | ||
Other current assets | 526,277 | 387,464 | ||
Property and equipment-net | 1,726,583 | 1,748,495 | ||
Goodwill | 3,835,477 | 3,835,477 | ||
Other intangibles-net | 602,827 | 753,840 | ||
Other assets | 62,314 | 73,024 | ||
TOTAL ASSETS | 9,057,114 | 9,185,577 | ||
Accounts payable | 1,159,160 | 1,181,452 | ||
Other current liabilities | 666,427 | 644,229 | ||
Long-term debt | 4,696,273 | 4,735,248 | ||
Other liabilities | 870,538 | 742,961 | ||
Shareholder's equity | 1,664,716 | 1,881,687 | 1,814,556 | 1,860,980 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 9,057,114 | 9,185,577 | ||
US Foods, Inc. [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Accounts receivable-net | 295,467 | 281,242 | ||
Inventories-net | 995,175 | 1,103,180 | ||
Other current assets | 441,681 | 299,053 | ||
Property and equipment-net | 913,109 | 881,110 | ||
Goodwill | 3,835,477 | 3,835,477 | ||
Other intangibles-net | 602,827 | 753,840 | ||
Investments in subsidiaries | 1,360,497 | 1,341,633 | ||
Other assets | 54,317 | 63,461 | ||
TOTAL ASSETS | 8,498,550 | 8,558,996 | ||
Accounts payable | 1,118,298 | 1,145,381 | ||
Other current liabilities | 645,659 | 624,189 | ||
Long-term debt | 3,557,470 | 3,554,812 | ||
Intercompany payables | 624,413 | 592,482 | ||
Other liabilities | 887,994 | 760,445 | ||
Shareholder's equity | 1,664,716 | 1,881,687 | ||
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 8,498,550 | 8,558,996 | ||
Guarantors [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Accounts receivable-net | 32,047 | 30,023 | ||
Inventories-net | 55,723 | 58,378 | ||
Other current assets | 7,680 | 6,989 | ||
Property and equipment-net | 85,790 | 88,150 | ||
Intercompany receivables | 647,466 | 614,377 | ||
Other assets | 10 | 10 | ||
TOTAL ASSETS | 828,716 | 797,927 | ||
Accounts payable | 40,862 | 36,071 | ||
Other current liabilities | 17,594 | 16,212 | ||
Long-term debt | 30,412 | 22,045 | ||
Shareholder's equity | 739,848 | 723,599 | ||
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 828,716 | 797,927 | ||
Non-Guarantors [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Accounts receivable-net | 925,224 | 914,454 | ||
Other current assets | 76,916 | 81,422 | ||
Property and equipment-net | 727,684 | 779,235 | ||
Other assets | 31,187 | 32,753 | ||
TOTAL ASSETS | 1,761,011 | 1,807,864 | ||
Other current liabilities | 3,174 | 3,828 | ||
Long-term debt | 1,108,391 | 1,158,391 | ||
Intercompany payables | 23,053 | 21,895 | ||
Other liabilities | 5,744 | 5,716 | ||
Shareholder's equity | 620,649 | 618,034 | ||
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 1,761,011 | 1,807,864 | ||
Eliminations [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Investments in subsidiaries | -1,360,497 | -1,341,633 | ||
Intercompany receivables | -647,466 | -614,377 | ||
Other assets | -23,200 | -23,200 | ||
TOTAL ASSETS | -2,031,163 | -1,979,210 | ||
Intercompany payables | -647,466 | -614,377 | ||
Other liabilities | -23,200 | -23,200 | ||
Shareholder's equity | -1,360,497 | -1,341,633 | ||
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | ($2,031,163) | ($1,979,210) |
Guarantor_and_NonGuarantor_Con3
Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Schedule of Condensed Consolidating Statement of Comprehensive Income (Loss) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
NET SALES | $5,753,732 | $5,911,490 | $5,897,944 | $5,456,635 | $5,546,796 | $5,686,712 | $5,658,748 | $5,404,922 | $23,019,801 | $22,297,178 | $21,664,921 |
COST OF GOODS SOLD | 4,775,786 | 4,950,661 | 4,933,697 | 4,561,948 | 4,575,070 | 4,716,253 | 4,686,933 | 4,495,783 | 19,222,092 | 18,474,039 | 17,971,949 |
Gross profit | 977,946 | 960,829 | 964,247 | 894,687 | 971,726 | 970,459 | 971,815 | 909,139 | 3,797,709 | 3,823,139 | 3,692,972 |
OPERATING EXPENSES: | |||||||||||
Distribution, selling and administrative costs | 3,545,453 | 3,494,254 | 3,349,539 | ||||||||
Restructuring and tangible asset impairment charges | 8,386 | 8,923 | |||||||||
Total operating expenses | 864,317 | 903,640 | 899,926 | 877,570 | 863,655 | 881,600 | 871,623 | 885,762 | 3,545,453 | 3,502,640 | 3,358,462 |
Operating income | 252,256 | 320,499 | 334,510 | ||||||||
INTEREST EXPENSE-Net | 70,966 | 71,432 | 73,626 | 73,178 | 72,961 | 72,778 | 78,522 | 81,826 | 289,202 | 306,087 | 311,812 |
Loss on extinguishment of debt | 17,829 | 23,967 | 41,796 | 31,423 | |||||||
Income (loss) before income taxes | 42,663 | -14,243 | -9,305 | -56,061 | 35,110 | 16,081 | 3,841 | -82,416 | -36,946 | -27,384 | -8,725 |
INCOME TAX PROVISION | -5,183 | 22,628 | 9,360 | 9,163 | 36,055 | -6,358 | -12,167 | 12,292 | 35,968 | 29,822 | 42,448 |
NET INCOME (LOSS) | 47,846 | -36,871 | -18,665 | -65,224 | -945 | 22,439 | 16,008 | -94,708 | -72,914 | -57,206 | -51,173 |
Other comprehensive income | -155,362 | 123,505 | 3,410 | ||||||||
COMPREHENSIVE INCOME (LOSS) | -228,276 | 66,299 | -47,763 | ||||||||
US Foods, Inc. [Member] | |||||||||||
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
NET SALES | 22,409,960 | 21,733,839 | 21,087,568 | ||||||||
COST OF GOODS SOLD | 18,736,044 | 18,028,018 | 17,503,932 | ||||||||
Gross profit | 3,673,916 | 3,705,821 | 3,583,636 | ||||||||
OPERATING EXPENSES: | |||||||||||
Distribution, selling and administrative costs | 3,515,516 | 3,454,223 | 3,306,527 | ||||||||
Restructuring and tangible asset impairment charges | 6,996 | 6,158 | |||||||||
Total operating expenses | 3,515,516 | 3,461,219 | 3,312,685 | ||||||||
Operating income | 158,400 | 244,602 | 270,951 | ||||||||
INTEREST EXPENSE-Net | 242,872 | 260,939 | 265,719 | ||||||||
Loss on extinguishment of debt | 41,796 | 30,627 | |||||||||
Other expense (income)-net | 107,442 | 107,433 | 100,078 | ||||||||
Income (loss) before income taxes | -191,914 | -165,566 | -125,473 | ||||||||
INCOME TAX PROVISION | 4,584 | 1,719 | 13,767 | ||||||||
Equity in earnings of subsidiaries | 123,584 | 110,079 | 88,067 | ||||||||
NET INCOME (LOSS) | -72,914 | -57,206 | -51,173 | ||||||||
Other comprehensive income | -155,362 | 123,505 | 3,410 | ||||||||
COMPREHENSIVE INCOME (LOSS) | -228,276 | 66,299 | -47,763 | ||||||||
Guarantors [Member] | |||||||||||
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
NET SALES | 609,841 | 563,339 | 577,353 | ||||||||
COST OF GOODS SOLD | 486,048 | 446,021 | 468,017 | ||||||||
Gross profit | 123,793 | 117,318 | 109,336 | ||||||||
OPERATING EXPENSES: | |||||||||||
Distribution, selling and administrative costs | 94,782 | 92,710 | 95,300 | ||||||||
Total operating expenses | 94,782 | 92,710 | 95,300 | ||||||||
Operating income | 29,011 | 24,608 | 14,036 | ||||||||
INTEREST EXPENSE-Net | 1,655 | 768 | 19 | ||||||||
Other expense (income)-net | -19,367 | -17,914 | -16,784 | ||||||||
Income (loss) before income taxes | 46,723 | 41,754 | 30,801 | ||||||||
NET INCOME (LOSS) | 46,723 | 41,754 | 30,801 | ||||||||
COMPREHENSIVE INCOME (LOSS) | 46,723 | 41,754 | 30,801 | ||||||||
Non-Guarantors [Member] | |||||||||||
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
NET SALES | 95,594 | 94,337 | 94,387 | ||||||||
Gross profit | 95,594 | 94,337 | 94,387 | ||||||||
OPERATING EXPENSES: | |||||||||||
Distribution, selling and administrative costs | 50,116 | 59,572 | 58,883 | ||||||||
Restructuring and tangible asset impairment charges | 1,390 | 2,765 | |||||||||
Total operating expenses | 50,116 | 60,962 | 61,648 | ||||||||
Operating income | 45,478 | 33,375 | 32,739 | ||||||||
INTEREST EXPENSE-Net | 44,675 | 44,380 | 46,074 | ||||||||
Loss on extinguishment of debt | 796 | ||||||||||
Other expense (income)-net | -107,442 | -107,433 | -100,078 | ||||||||
Income (loss) before income taxes | 108,245 | 96,428 | 85,947 | ||||||||
INCOME TAX PROVISION | 31,384 | 28,103 | 28,681 | ||||||||
NET INCOME (LOSS) | 76,861 | 68,325 | 57,266 | ||||||||
COMPREHENSIVE INCOME (LOSS) | 76,861 | 68,325 | 57,266 | ||||||||
Eliminations [Member] | |||||||||||
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
NET SALES | -95,594 | -94,337 | -94,387 | ||||||||
Gross profit | -95,594 | -94,337 | -94,387 | ||||||||
OPERATING EXPENSES: | |||||||||||
Distribution, selling and administrative costs | -114,961 | -112,251 | -111,171 | ||||||||
Total operating expenses | -114,961 | -112,251 | -111,171 | ||||||||
Operating income | 19,367 | 17,914 | 16,784 | ||||||||
Other expense (income)-net | 19,367 | 17,914 | 16,784 | ||||||||
Equity in earnings of subsidiaries | -123,584 | -110,079 | -88,067 | ||||||||
NET INCOME (LOSS) | -123,584 | -110,079 | -88,067 | ||||||||
COMPREHENSIVE INCOME (LOSS) | ($123,584) | ($110,079) | ($88,067) |
Guarantor_and_NonGuarantor_Con4
Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Schedule of Condensed Consolidating Statement of Cash Flows (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash provided by operating activities | $402,190 | $322,252 | $315,919 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of businesses | -11,369 | -106,041 | |
Acquisition of businesses | -106,041 | ||
Proceeds from sales of property and equipment | 25,054 | 14,608 | 19,685 |
Purchases of property and equipment | -147,094 | -191,131 | -293,456 |
Net cash provided by (used in) investing activities | -118,040 | -187,892 | -379,812 |
Insurance recoveries related to property and equipment | 4,000 | ||
Net cash provided by (used in) investing activities | -118,040 | -187,892 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from debt refinancing | 854,485 | 1,269,625 | |
Proceeds from debt borrowings | 898,450 | 1,644,000 | 2,031,000 |
Payment for debt financing costs | -421 | -29,376 | -35,088 |
Principal payments on debt and capital leases | -1,016,033 | -2,278,311 | -2,983,567 |
Repurchase of senior subordinated notes | -375,144 | -175,338 | |
Contingent consideration paid for acquisitions of businesses | -1,800 | -6,159 | |
Proceeds from parent company common stock sales | 197 | 1,850 | 761 |
Parent company common stock repurchased | -628 | -8,418 | -3,734 |
Net cash provided by (used in) financing activities | -120,235 | -197,073 | |
Net cash provided by (used in) financing activities | -120,235 | -197,073 | 103,659 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 163,915 | -62,713 | 39,766 |
CASH AND CASH EQUIVALENTS - Beginning of year | 179,744 | 242,457 | 202,691 |
CASH AND CASH EQUIVALENTS - End of year | 343,659 | 179,744 | 242,457 |
US Foods, Inc. [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash provided by operating activities | 362,140 | 289,245 | 250,365 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of businesses | -11,369 | ||
Acquisition of businesses | -106,041 | ||
Proceeds from sales of property and equipment | 8,908 | 7,018 | 12,264 |
Purchases of property and equipment | -138,670 | -185,673 | -258,566 |
Net cash provided by (used in) investing activities | -352,343 | ||
Insurance recoveries related to property and equipment | 4,000 | ||
Net cash provided by (used in) investing activities | -125,762 | -190,024 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from debt refinancing | 854,485 | 583,625 | |
Proceeds from debt borrowings | 898,410 | 1,644,000 | 2,031,000 |
Payment for debt financing costs | -29,376 | -31,648 | |
Principal payments on debt and capital leases | -1,010,909 | -2,276,174 | -2,129,041 |
Repurchase of senior subordinated notes | -375,144 | -175,338 | |
Contingent consideration paid for acquisitions of businesses | -1,800 | -6,159 | |
Capital contributions (distributions) | 42,063 | 33,685 | -133,837 |
Proceeds from parent company common stock sales | 197 | 1,850 | 761 |
Parent company common stock repurchased | -628 | -8,418 | -3,734 |
Net cash provided by (used in) financing activities | -72,667 | -161,251 | |
Net cash provided by (used in) financing activities | 141,788 | ||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 163,711 | -62,030 | 39,810 |
CASH AND CASH EQUIVALENTS - Beginning of year | 178,872 | 240,902 | 201,092 |
CASH AND CASH EQUIVALENTS - End of year | 342,583 | 178,872 | 240,902 |
Guarantors [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash provided by operating activities | 13,623 | 6,902 | 34,832 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | -8,387 | -5,448 | -34,876 |
Net cash provided by (used in) investing activities | -34,876 | ||
Net cash provided by (used in) investing activities | -8,387 | -5,448 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Principal payments on debt and capital leases | -5,034 | -2,137 | |
Net cash provided by (used in) financing activities | -5,034 | -2,137 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 202 | -683 | -44 |
CASH AND CASH EQUIVALENTS - Beginning of year | 872 | 1,555 | 1,599 |
CASH AND CASH EQUIVALENTS - End of year | 1,074 | 872 | 1,555 |
Non-Guarantors [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash provided by operating activities | 26,427 | 26,105 | 30,722 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Proceeds from sales of property and equipment | 16,146 | 7,590 | 7,421 |
Purchases of property and equipment | -37 | -10 | -14 |
Net cash provided by (used in) investing activities | 7,407 | ||
Net cash provided by (used in) investing activities | 16,109 | 7,580 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from debt refinancing | 686,000 | ||
Proceeds from debt borrowings | 40 | ||
Payment for debt financing costs | -421 | -3,440 | |
Principal payments on debt and capital leases | -90 | -854,526 | |
Capital contributions (distributions) | -42,063 | -33,685 | 133,837 |
Net cash provided by (used in) financing activities | -42,534 | -33,685 | |
Net cash provided by (used in) financing activities | -38,129 | ||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 2 | ||
CASH AND CASH EQUIVALENTS - End of year | $2 |
Quarterly_Financial_Informatio2
Quarterly Financial Information (Unaudited) - Quarterly Financial Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
NET SALES | $5,753,732 | $5,911,490 | $5,897,944 | $5,456,635 | $5,546,796 | $5,686,712 | $5,658,748 | $5,404,922 | $23,019,801 | $22,297,178 | $21,664,921 |
COST OF GOODS SOLD | 4,775,786 | 4,950,661 | 4,933,697 | 4,561,948 | 4,575,070 | 4,716,253 | 4,686,933 | 4,495,783 | 19,222,092 | 18,474,039 | 17,971,949 |
Gross profit | 977,946 | 960,829 | 964,247 | 894,687 | 971,726 | 970,459 | 971,815 | 909,139 | 3,797,709 | 3,823,139 | 3,692,972 |
Operating expenses | 864,317 | 903,640 | 899,926 | 877,570 | 863,655 | 881,600 | 871,623 | 885,762 | 3,545,453 | 3,502,640 | 3,358,462 |
INTEREST EXPENSE-Net | 70,966 | 71,432 | 73,626 | 73,178 | 72,961 | 72,778 | 78,522 | 81,826 | 289,202 | 306,087 | 311,812 |
Loss on extinguishment of debt | 17,829 | 23,967 | 41,796 | 31,423 | |||||||
Income (loss) before income taxes | 42,663 | -14,243 | -9,305 | -56,061 | 35,110 | 16,081 | 3,841 | -82,416 | -36,946 | -27,384 | -8,725 |
INCOME TAX PROVISION (BENEFIT) | -5,183 | 22,628 | 9,360 | 9,163 | 36,055 | -6,358 | -12,167 | 12,292 | 35,968 | 29,822 | 42,448 |
NET INCOME (LOSS) | $47,846 | ($36,871) | ($18,665) | ($65,224) | ($945) | $22,439 | $16,008 | ($94,708) | ($72,914) | ($57,206) | ($51,173) |
Business_Segment_Information_S
Business Segment Information - Schedule of Quantitative Reconciliation of Adjusted EBITDA (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Adjustments: | |||||||||||
Restructuring and tangible asset impairment charges | ($8,386) | ($8,923) | |||||||||
Net LIFO reserve change | -60,000 | -12,000 | -13,000 | ||||||||
Interest expense, net | -70,966 | -71,432 | -73,626 | -73,178 | -72,961 | -72,778 | -78,522 | -81,826 | -289,202 | -306,087 | -311,812 |
Income tax (provision) benefit | 5,183 | -22,628 | -9,360 | -9,163 | -36,055 | 6,358 | 12,167 | -12,292 | -35,968 | -29,822 | -42,448 |
Depreciation and amortization expense | -411,549 | -388,188 | -355,892 | ||||||||
NET INCOME (LOSS) | 47,846 | -36,871 | -18,665 | -65,224 | -945 | 22,439 | 16,008 | -94,708 | -72,914 | -57,206 | -51,173 |
EBITDA [Member] | |||||||||||
Segment Information [Line Items] | |||||||||||
Adjusted EBITDA | 866,237 | 845,393 | 840,750 | ||||||||
Adjustments: | |||||||||||
Sponsor fees | -10,438 | -10,302 | -10,242 | ||||||||
Restructuring and tangible asset impairment charges | 50 | -8,386 | -8,923 | ||||||||
Share-based compensation expense | -11,736 | -8,406 | -4,312 | ||||||||
Net LIFO reserve change | -60,321 | -11,925 | -13,213 | ||||||||
Loss on extinguishment of debt | -41,796 | -31,423 | |||||||||
Pension settlement | -2,370 | -1,778 | -17,840 | ||||||||
Business transformation costs | -54,135 | -60,800 | -74,900 | ||||||||
Acquisition related costs | -37,905 | -3,522 | |||||||||
Other | -25,577 | -31,587 | -20,918 | ||||||||
EBITDA | 663,805 | 666,891 | 658,979 | ||||||||
Interest expense, net | -289,202 | -306,087 | -311,812 | ||||||||
Income tax (provision) benefit | -35,968 | -29,822 | -42,448 | ||||||||
Depreciation and amortization expense | -411,549 | -388,188 | -355,892 | ||||||||
NET INCOME (LOSS) | ($72,914) | ($57,206) | ($51,173) |
Business_Segment_Information_S1
Business Segment Information - Schedule of Quantitative Reconciliation of Adjusted EBITDA (Parenthetical) (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 27, 2014 |
Segment Reporting [Abstract] | |
Costs incurred subject to coverage under business interruption | $16 |
Business_Segment_Information_S2
Business Segment Information - Sales Mix for Company's Product Categories (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Product Type Reporting Information [Line Items] | |||||||||||
NET SALES | $5,753,732 | $5,911,490 | $5,897,944 | $5,456,635 | $5,546,796 | $5,686,712 | $5,658,748 | $5,404,922 | $23,019,801 | $22,297,178 | $21,664,921 |
Meats and Seafood [Member] | |||||||||||
Product Type Reporting Information [Line Items] | |||||||||||
NET SALES | 8,326,191 | 7,684,396 | 7,445,636 | ||||||||
Dry Grocery Products [Member] | |||||||||||
Product Type Reporting Information [Line Items] | |||||||||||
NET SALES | 4,152,682 | 4,275,669 | 4,214,890 | ||||||||
Refrigerated and Frozen Grocery Products [Member] | |||||||||||
Product Type Reporting Information [Line Items] | |||||||||||
NET SALES | 3,463,411 | 3,446,308 | 3,373,764 | ||||||||
Dairy [Member] | |||||||||||
Product Type Reporting Information [Line Items] | |||||||||||
NET SALES | 2,555,362 | 2,332,346 | 2,221,986 | ||||||||
Equipment, Disposables and Supplies [Member] | |||||||||||
Product Type Reporting Information [Line Items] | |||||||||||
NET SALES | 2,132,044 | 2,133,899 | 2,075,323 | ||||||||
Beverage Products [Member] | |||||||||||
Product Type Reporting Information [Line Items] | |||||||||||
NET SALES | 1,263,965 | 1,309,303 | 1,322,961 | ||||||||
Produce [Member] | |||||||||||
Product Type Reporting Information [Line Items] | |||||||||||
NET SALES | $1,126,146 | $1,115,257 | $1,010,361 |
Business_Segment_Information_A
Business Segment Information - Additional Information (Detail) (Sales Revenue, Net [Member], Group Purchasing Organization [Member]) | 12 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
Sales Revenue, Net [Member] | Group Purchasing Organization [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk | 12.00% | 12.00% | 11.00% |