Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 28, 2015 | 11-May-15 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 28-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CK0001561951 | |
Entity Registrant Name | US FOODS, INC. | |
Entity Central Index Key | 1561951 | |
Current Fiscal Year End Date | -15 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 1,000 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 28, 2015 | Dec. 27, 2014 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ||
Cash and cash equivalents | $377,529 | $343,659 |
Accounts receivable, less allowances of $23,521 and $24,989 | 1,296,793 | 1,252,738 |
Vendor receivables, less allowances of $3,283 and $2,802 | 128,734 | 97,668 |
Inventories - net | 1,067,275 | 1,050,898 |
Prepaid expenses | 75,856 | 67,791 |
Assets held for sale | 3,302 | 5,360 |
Other current assets | 8,155 | 11,799 |
Total current assets | 2,957,644 | 2,829,913 |
PROPERTY AND EQUIPMENT - Net | 1,719,129 | 1,726,583 |
Goodwill | 3,835,477 | 3,835,477 |
OTHER INTANGIBLES - Net | 565,360 | 602,827 |
DEFERRED FINANCING COSTS | 21,677 | 26,144 |
OTHER ASSETS | 46,576 | 36,170 |
TOTAL ASSETS | 9,145,863 | 9,057,114 |
CURRENT LIABILITIES: | ||
Bank checks outstanding | 184,441 | 178,912 |
Accounts payable | 1,329,892 | 1,159,160 |
Accrued expenses and other current liabilities | 379,444 | 435,638 |
Current portion of long-term debt | 52,434 | 51,877 |
Total current liabilities | 1,946,211 | 1,825,587 |
Long-term debt | 4,693,962 | 4,696,273 |
DEFERRED TAX LIABILITIES | 385,298 | 420,319 |
OTHER LONG-TERM LIABILITIES | 443,095 | 450,219 |
Total liabilities | 7,468,566 | 7,392,398 |
COMMITMENTS AND CONTINGENCIES (See Note 16) | ||
SHAREHOLDER'S EQUITY: | ||
Common stock, $1.00 par value - authorized, issued, and outstanding, 1,000 shares | 1 | 1 |
Additional paid-in capital | 2,337,794 | 2,336,528 |
Accumulated deficit | -506,657 | -513,772 |
Accumulated other comprehensive loss | -153,841 | -158,041 |
Total shareholder's equity | 1,677,297 | 1,664,716 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | $9,145,863 | $9,057,114 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 28, 2015 | Dec. 27, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowances for accounts receivable | $23,521 | $24,989 |
Allowances for vendor receivables | $3,283 | $2,802 |
Common stock, par value | $1 | $1 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 1,000 | 1,000 |
Common stock, shares outstanding | 1,000 | 1,000 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2015 | Mar. 29, 2014 |
Statement of Comprehensive Income [Abstract] | ||
NET SALES | $5,553,638 | $5,456,635 |
COST OF GOODS SOLD | 4,624,574 | 4,561,948 |
Gross profit | 929,064 | 894,687 |
DISTRIBUTION, SELLING AND ADMINISTRATIVE COSTS | 886,729 | 877,570 |
OPERATING INCOME | 42,335 | 17,117 |
INTEREST EXPENSE-Net | 70,913 | 73,178 |
Loss before income taxes | -28,578 | -56,061 |
INCOME TAX (BENEFIT) PROVISION | -35,693 | 9,163 |
NET INCOME (LOSS) | 7,115 | -65,224 |
OTHER COMPREHENSIVE INCOME (LOSS)-Net of tax: | ||
Changes in retirement benefit obligations, net of income tax | 4,200 | 984 |
COMPREHENSIVE INCOME (LOSS) | $11,315 | ($64,240) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2015 | Mar. 29, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $7,115 | ($65,224) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 99,449 | 99,799 |
(Gain) loss on disposal of property and equipment | -312 | 43 |
Tangible asset impairment charge | 1,118 | 130 |
Amortization of deferred financing costs | 4,467 | 4,528 |
Insurance proceeds | 10,112 | |
Insurance recovery gain | -10,063 | |
Amortization of Senior Notes original issue premium | -832 | -832 |
Deferred tax provision | -34,992 | 8,845 |
Share-based compensation expense | 2,466 | 3,053 |
Provision for doubtful accounts | 3,701 | 4,188 |
Changes in operating assets and liabilities: | ||
Increase in receivables | -78,822 | -141,889 |
(Increase) decrease in inventories | -16,377 | 9,703 |
Increase in prepaid expenses and other assets | -5,271 | -9,129 |
Increase in accounts payable and bank checks outstanding | 178,603 | 193,253 |
Decrease in accrued expenses and other liabilities | -58,669 | -75,379 |
Net cash provided by operating activities | 101,693 | 31,089 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sales of property and equipment | 1,576 | 579 |
Purchases of property and equipment | -57,191 | -40,703 |
Insurance proceeds related to property and equipment | 2,771 | |
Purchase of industrial revenue bonds | -12,376 | |
Net cash used in investing activities | -65,220 | -40,124 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from debt borrowings | 12,376 | 385,450 |
Principal payments on debt and capital leases | -13,778 | -384,697 |
Proceeds from parent company stock sales | 104 | |
Parent company common stock repurchased | -1,201 | -44 |
Net cash (used in) provided by financing activities | -2,603 | 813 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 33,870 | -8,222 |
CASH AND CASH EQUIVALENTS-Beginning of period | 343,659 | 179,744 |
CASH AND CASH EQUIVALENTS-End of period | 377,529 | 171,522 |
Cash paid (received) during the period for: | ||
Interest (net of amounts capitalized) | 96,823 | 98,176 |
Income taxes paid (refunded)-net of payments | 1 | -270 |
Property and equipment purchases included in accounts payable | 24,279 | 10,947 |
Capital lease additions | $46,763 |
Overview_and_Basis_of_Presenta
Overview and Basis of Presentation | 3 Months Ended | |
Mar. 28, 2015 | ||
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.” US Foods is a wholly owned subsidiary of USF Holding Corp. (“USF Holding”), a Delaware corporation formed and controlled by investment funds associated with or designated by Clayton, Dubilier & Rice, Inc. (“CD&R”), and Kohlberg Kravis Roberts & Co. (“KKR” and, together with CD&R, collectively the “Sponsors”). | ||
Proposed Acquisition by Sysco — On December 8, 2013, 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; 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 of the Acquisition 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 worked closely and cooperatively with the FTC as it conducted its review of the proposed Acquisition. 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 a termination fee of $300 million to USF Holding. | ||
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., a Colorado corporation (“PFG”), through which PFG agreed to purchase, subject to the terms and conditions of the Asset Purchase Agreement, 11 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 of PFG to terminate if the Acquisition has not closed by the earlier of September 9, 2015 (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 or $50 million if such termination occurs 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 Acquisition 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. In addition, the District of Columbia and state attorneys general from 11 states have joined the FTC’s complaint for a preliminary injunction. Sysco issued a press release on February 19, 2015, announcing that it will contest the FTC’s attempt to block the proposed Acquisition. The preliminary injunctive hearing in federal district court commenced on May 5, 2015 and is expected to conclude no later than May 13, 2015. The FTC administrative trial is scheduled to commence on July 21, 2015. | ||
On May 6, 2015, Sysco notified USF Holding of its decision to extend the termination date of the Merger Agreement for 60 days, from the then current termination date of May 7, 2015 to July 6, 2015. Provided all of the conditions to the closing of the Acquisition, other than termination of the waiting period under the HSR Act, have been satisfied, either party may extend the termination date from its current termination date of July 6, 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 customers 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, the Company reports the additional week in the fourth quarter. The Company’s fiscal year 2015 is a 53-week fiscal year. The accompanying Unaudited Consolidated Financial Statements include the accounts of US Foods and its wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. | ||
The accompanying Unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and disclosures required by GAAP for annual financial statements. These Unaudited Consolidated Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014 (the “Company’s 2014 Annual Report”). Certain footnote disclosures included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to applicable rules and regulations for interim financial statements. | ||
The Consolidated Financial Statements have been prepared by the Company, without audit, with the exception of the December 27, 2014 Consolidated Balance Sheet which was included in the Audited Consolidated Financial Statements in the Company’s 2014 Annual Report. The preparation of the consolidated financial statements in accordance with GAAP 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 Unaudited Consolidated Financial Statements reflect all adjustments which are of a normal and recurring nature that are, in the opinion of management, necessary for the fair presentation of the financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods are not necessarily indicative of the results that might be achieved for the full year. | ||
Restructuring and tangible asset impairment charges of $0.2 million in 2014 have been reclassified to Distribution, selling and administrative costs in the Unaudited Consolidated Statement of Comprehensive Income (Loss) to conform with the current period presentation. | ||
Public Filer Status—During the fiscal second quarter 2013, the Company completed the registration of $1,350 million aggregate principal amount of outstanding 8.5% Senior Notes due 2019 (“Senior Notes”) and became subject to rules and regulations of the SEC, including periodic and current reporting requirements under the Securities Exchange Act of 1934, as amended. The Company did not receive any proceeds from the registration of the Senior Notes. Presently, the Company files periodic reports as a voluntary filer pursuant to contractual obligations in the indenture governing the Senior Notes (the “Senior Notes Indenture”). |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 3 Months Ended | |
Mar. 28, 2015 | ||
Accounting Changes and Error Corrections [Abstract] | ||
Recent Accounting Pronouncements | 2 | RECENT ACCOUNTING PRONOUNCEMENTS |
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. This ASU amends the FASB’s Accounting Standards Codification Subtopic 350-40, Intangibles—Goodwill and Other—Internal-Use Software to provide customers with guidance on determining whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software. The ASU cites “software as a service, platform as a service, infrastructure as a service, and other similar hosting arrangements” as examples of cloud computing arrangements. This guidance is effective for fiscal years—and interim periods within those fiscal years—beginning after December 15, 2015, with early adoption permitted. The Company is currently reviewing the provisions of this ASU. | ||
In April 2015, the FASB issued ASU No. 2015-04, Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets. This ASU gives an employer whose fiscal year-end does not coincide with a calendar month-end (e.g., an entity that has a 52-week or 53-week fiscal year) the ability, as a practical expedient, to measure defined benefit retirement obligations and related plan assets as of the month-end that is closest to its fiscal year-end. This guidance is effective for fiscal years—and interim periods within those fiscal years—beginning after December 15, 2015, with early adoption permitted. The Company expects to elect the practical expedient for the measurement of its defined benefit retirement obligations and related plan assets at the end of its 2015 fiscal year. The adoption of this guidance is not expected to materially affect the Company’s financial statements and related disclosures. | ||
In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. This guidance is effective for fiscal years—and interim periods within those fiscal years—beginning after December 15, 2015, with early adoption permitted. The Company is currently reviewing the provisions of this ASU. | ||
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. Tentatively, the new standard will be effective for the Company in the first quarter of fiscal 2018, with early adoption permitted in the first quarter of fiscal 2017. 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. |
Inventories
Inventories | 3 Months Ended | |
Mar. 28, 2015 | ||
Inventory Disclosure [Abstract] | ||
Inventories | 3 | 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 considerations received from vendors. The Company assesses the need for valuation allowances for slow-moving, excess and obsolete inventories by estimating the net recoverable value of such goods based upon inventory category, inventory age, specifically identified items, and overall economic conditions. | ||
The Company records inventories at the lower of cost or market, using the last-in, first-out (“LIFO”) method. The base year values of beginning and ending inventories are determined using the inventory price index computation method. This “links” current costs to original costs in the base year when the Company adopted LIFO. At March 28, 2015, and December 27, 2014, the LIFO balance sheet reserves were $184 million and $208 million, respectively. As a result of net changes in LIFO reserves, Cost of goods sold decreased $24 million and increased $25 million for the 13-weeks ended March 28, 2015 and March 29, 2014, respectively. |
Accounts_Receivable_Financing_
Accounts Receivable Financing Program | 3 Months Ended | |
Mar. 28, 2015 | ||
Text Block [Abstract] | ||
Accounts Receivable Financing Program | 4 | ACCOUNTS RECEIVABLE FINANCING PROGRAM |
Under its accounts receivable financing program under its 2012 ABS Facility, the Company and certain of its subsidiaries sell—on a revolving basis—their eligible receivables to a wholly owned, special purpose, bankruptcy remote subsidiary (the “Receivables Company”). The Receivables Company, 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 Unaudited 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 or, in lieu of providing cash collateral, it can pay down its borrowings on the 2012 ABS Facility to cover the shortfall. Due to sufficient eligible receivables available as collateral, no cash collateral was held at March 28, 2015 or December 27, 2014. Included in the Company’s accounts receivable balance as of March 28, 2015 and December 27, 2014 was $974 million and $941 million, respectively, of receivables held as collateral in support of the 2012 ABS Facility. See Note 10—Debt for a further description of the 2012 ABS Facility. |
Assets_Held_for_Sale
Assets Held for Sale | 3 Months Ended | ||||
Mar. 28, 2015 | |||||
Text Block [Abstract] | |||||
Assets Held for Sale | 5 | 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. | |||||
The change in Assets held for sale for the 13-weeks ended March 28, 2015 was as follows (in thousands): | |||||
Balance at December 27, 2014 | $ | 5,360 | |||
Tangible asset impairment charges | (1,118 | ) | |||
Assets sold | (940 | ) | |||
Balance at March 28, 2015 | $ | 3,302 | |||
During the first quarter of 2015, one facility classified as Assets held for sale was sold for proceeds of $1 million. See Note 8—Fair Value Measurements. |
Property_and_Equipment
Property and Equipment | 3 Months Ended | |
Mar. 28, 2015 | ||
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | 6 | 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 respective leases or the estimated useful lives of the assets. At March 28, 2015 and December 27, 2014, Property and equipment-net included accumulated depreciation of $1,370 million and $1,313 million, respectively. Depreciation expense was $62 million for the 13-weeks ended March 28, 2015 and March 29, 2014. |
Goodwill_and_Other_Intangibles
Goodwill and Other Intangibles | 3 Months Ended | ||||||||
Mar. 28, 2015 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Goodwill and Other Intangibles | 7 | GOODWILL AND OTHER INTANGIBLES | |||||||
Goodwill and Other intangible assets include the cost of acquired businesses in excess of the fair value of the tangible net assets recorded in connection with acquisitions. Other intangible assets include Customer relationships, Noncompete agreements, the Brand names and trademarks comprising the Company’s portfolio of exclusive brands, and trademarks. Brand names and trademarks are indefinite-lived intangible assets and, accordingly, are not subject to amortization. | |||||||||
Customer relationship intangible assets have definite lives, so they are carried at the acquired fair value less accumulated amortization. Customer relationship intangible assets are amortized over the estimated useful lives (four to ten years). Amortization expense was $37 million and $38 million for the 13-weeks ended March 28, 2015 and March 29, 2014, respectively. | |||||||||
Goodwill and Other intangibles, net, consisted of the following (in thousands): | |||||||||
March 28, | December 27, | ||||||||
2015 | 2014 | ||||||||
Goodwill | $ | 3,835,477 | $ | 3,835,477 | |||||
Other intangibles—net | |||||||||
Customer relationships—amortizable: | |||||||||
Gross carrying amount | $ | 1,373,908 | $ | 1,376,094 | |||||
Accumulated amortization | (1,061,921 | ) | (1,026,680 | ) | |||||
Net carrying value | 311,987 | 349,414 | |||||||
Noncompete agreement—amortizable: | |||||||||
Gross carrying amount | 800 | 800 | |||||||
Accumulated amortization | (227 | ) | (187 | ) | |||||
Net carrying value | 573 | 613 | |||||||
Brand names and trademarks—not amortizing | 252,800 | 252,800 | |||||||
Total Other intangibles—net | $ | 565,360 | $ | 602,827 | |||||
The 2015 decrease in the gross carrying amount of Customer relationships is attributable to the write-off of fully amortized intangible assets. | |||||||||
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, the Company assesses impairment only if events occur that indicate that the carrying amount of an asset may not be recoverable. All goodwill is assigned to the consolidated Company as the reporting unit. | |||||||||
The Company completed its most recent annual impairment assessment for Goodwill and its indefinite-lived intangible assets as of June 30, 2014—the first day of fiscal 2014 third quarter—with no impairments noted. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||
Mar. 28, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value Measurements | 8 | FAIR VALUE MEASUREMENTS | |||||||||||||||
The Company follows the accounting standards for fair value, whereas fair value is a market-based measurement, not an entity-specific measurement. The Company’s fair value measurements are based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: | |||||||||||||||||
• | Level 1—observable inputs, such as quoted prices in active markets | ||||||||||||||||
• | Level 2—observable inputs other than those included in Level 1—such as quoted prices for similar assets and liabilities in active or inactive markets—which are observable either directly or indirectly, or other inputs that are observable or can be corroborated by observable market data | ||||||||||||||||
• | Level 3—unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions | ||||||||||||||||
Any transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy will be recognized at the end of the reporting period in which the transfer occurs. There were no transfers between fair value levels in any of the periods presented below. | |||||||||||||||||
The Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis as of March 28, 2015 and December 27, 2014, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows (in thousands): | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Recurring fair value measurements: | |||||||||||||||||
Money market funds | $ | 265,500 | $ | — | $ | — | $ | 265,500 | |||||||||
Balance at March 28, 2015 | $ | 265,500 | $ | — | $ | — | $ | 265,500 | |||||||||
Recurring fair value measurements: | |||||||||||||||||
Money market funds | $ | 231,600 | $ | — | $ | — | $ | 231,600 | |||||||||
Balance at December 27, 2014 | $ | 231,600 | $ | — | $ | — | $ | 231,600 | |||||||||
Nonrecurring fair value measurements: | |||||||||||||||||
Assets held for sale | $ | — | $ | — | $ | 2,600 | $ | 2,600 | |||||||||
Balance at March 28, 2015 | $ | — | $ | — | $ | 2,600 | $ | 2,600 | |||||||||
Nonrecurring fair value measurements: | |||||||||||||||||
Assets held for sale | $ | — | $ | — | $ | 4,800 | $ | 4,800 | |||||||||
Balance at December 27, 2014 | $ | — | $ | — | $ | 4,800 | $ | 4,800 | |||||||||
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. | |||||||||||||||||
Nonrecurring Fair Value Measurements | |||||||||||||||||
Assets Held for Sale | |||||||||||||||||
The Company is required to record Assets held for sale at the lesser of the 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 a Tangible asset impairment charge of $1 million during the first quarter of 2015. No material impairments to Assets held for sale were recognized during the first quarter of 2014. Fair value was estimated by the Company based on information received from real estate brokers. | |||||||||||||||||
The amounts included in the tables above, classified under Level 3 within the fair value hierarchy, represent the estimated fair values of those Assets held for sale that became the new carrying amounts at the time the impairments were recorded. | |||||||||||||||||
Other Fair Value Measurements | |||||||||||||||||
The carrying value of cash, restricted cash, Accounts receivable, Bank checks outstanding, Accounts payable and accrued expenses approximate their fair values due to their short-term maturities. The carrying value of the self-funded industrial revenue bond asset and the corresponding long-term liability approximate their fair values. See Note 10—Debt, for a further description of the industrial revenue bond agreement. | |||||||||||||||||
The fair value of the Company’s total debt approximated $4.8 billion, as compared to its aggregate carrying value of $4.7 billion as of March 28, 2015 and December 27, 2014. At March 28, 2015 and December 27, 2014, the fair value, estimated at $1.4 billion, of the Company’s 8.5% Senior Notes was classified under Level 2 of the fair value hierarchy, with fair valued based upon the closing market price at the end of the reporting period. The fair value of the balance of the Company’s debt is primarily classified under Level 3 of the fair value hierarchy, with fair value estimated based upon a combination of the cash outflows expected under these debt facilities, interest rates that are currently available to the Company for debt with similar terms, and estimates of the Company’s overall credit risk. See Note 10—Debt. |
Variable_Interest_Entity
Variable Interest Entity | 3 Months Ended | |
Mar. 28, 2015 | ||
Equity Method Investments and Joint Ventures [Abstract] | ||
Variable Interest Entity | 9 | VARIABLE INTEREST ENTITY |
In April 2014, the Company entered into a sublease and future purchase of a distribution facility. Under these agreements, the facility will be purchased in May 2018, commensurate with the sublease termination date. The facility is the only asset owned by an investment trust, the landlord to the original lease. The Company determined the investment trust is a variable interest entity (“VIE”) for which the Company is the primary beneficiary. | ||
Despite ongoing efforts, the Company was unable to obtain the information necessary to include the accounts and activities of the investment trust in its Unaudited 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. Since the Company was not be able to consolidate the investment 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 at March 28, 2015, a capital asset and related lease and purchase obligation totaling $27 million and $23 million, respectively, are recorded in the Company’s Unaudited Consolidated Balance Sheet. The Company depreciates the asset balance over its estimated useful life and reduces the capital lease and purchase obligation as payments are made. |
Debt
Debt | 3 Months Ended | ||||||||||||||
Mar. 28, 2015 | |||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||
Debt | 10 | DEBT | |||||||||||||
The Company’s debt consisted of the following (in thousands): | |||||||||||||||
Contractual | Interest Rate at | March 28, | December 27, | ||||||||||||
Maturity | March 28, | 2015 | 2014 | ||||||||||||
2015 | |||||||||||||||
Debt Description | |||||||||||||||
ABL Facility | May 11, 2016 | — | $ | — | $ | — | |||||||||
2012 ABS Facility | May 11, 2016 | 1.23 | % | 636,000 | 636,000 | ||||||||||
Amended 2011 Term Loan | March 31, 2019 | 4.5 | 2,068,500 | 2,073,750 | |||||||||||
Senior Notes | 30-Jun-19 | 8.5 | 1,348,276 | 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 | 182,995 | 189,232 | |||||||||||
Other debt | 2018–2031 | 5.75 - 9.00 | 24,084 | 11,795 | |||||||||||
Total debt | 4,732,246 | 4,733,168 | |||||||||||||
Add: Unamortized premium | 14,150 | 14,982 | |||||||||||||
Less: Current portion of long-term debt | (52,434 | ) | (51,877 | ) | |||||||||||
Long-term debt | $ | 4,693,962 | $ | 4,696,273 | |||||||||||
At March 28, 2015, $2,028 million of the total debt was at a fixed rate. | |||||||||||||||
Revolving Credit Agreement | |||||||||||||||
The Company’s asset backed senior secured revolving loan facility (“ABL Facility”) provides for loans of up to $1,100 million, with its capacity limited by borrowing base calculations. As of March 28, 2015, the Company had no outstanding borrowings, but had issued letters of credit totaling $352 million under the ABL Facility. Outstanding letters of credit included: (1) $81 million issued to secure the Company’s obligations with respect to certain facility leases, (2) $261 million issued in favor of certain commercial insurers securing the Company’s obligations with respect to its self-insurance program, and (3) $10 million in letters of credit for other obligations of the Company. There was available capacity on the ABL Facility of $748 million at March 28, 2015, according to the borrowing base calculation. As of March 28, 2015, on borrowings up to $75 million, the Company can periodically elect to pay interest at Prime plus 2.25% or the London Inter Bank Offered Rate (“LIBOR”) plus 3.25%. On borrowings in excess of $75 million, the Company can periodically elect to pay interest at Prime plus 1.00% or LIBOR plus 2.00%. The ABL Facility also carries letter of credit fees of 2.00% and an unused commitment fee of 0.25%. | |||||||||||||||
Accounts Receivable Financing Facility | |||||||||||||||
Under the 2012 ABS Facility, the Company and certain of its subsidiaries sell—on a revolving basis—their eligible receivables to the Receivables Company. The Receivables Company, 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 at March 28, 2015 and December 27, 2014. 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 $86 million at March 28, 2015 based on eligible receivables as collateral. The portion of the 2012 ABS Facility held by the lenders who fund the 2012 ABS Facility with commercial paper bears interest at the lender’s commercial paper rate, plus any other costs associated with the issuance of commercial paper plus 1.00%, and an unused commitment fee of 0.35%. The portion of the 2012 ABS Facility held by lenders that do not fund the 2012 ABS Facility with commercial paper bears interest at LIBOR plus 1.00%, and an unused commitment fee of 0.35%. See Note 4—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 $2,068 million at March 28, 2015. The Amended 2011 Term Loan bears interest equal to Prime plus 2.50%, or LIBOR plus 3.50%, with a LIBOR floor of 1.00%, 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. The interest rate for all borrowings on the Amended 2011 Term Loan was 4.50%—the LIBOR floor of 1.00% plus 3.50%— at March 28, 2015. At March 28, 2015, entities affiliated with KKR held $238 million of the Company’s Amended 2011 Term Loan debt. | |||||||||||||||
Senior Notes | |||||||||||||||
The Senior Notes, with outstanding principal of $1,348 million at March 28, 2015, bear interest at 8.50%. There was unamortized issue premium associated with the Senior Notes issuances of $14 million at March 28, 2015. The premium is amortized as a decrease to Interest expense-net over the remaining life of the debt facility. | |||||||||||||||
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 Senior Notes 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 Senior Notes at a price equal to 101.00% 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. At December 27, 2014, entities affiliated with KKR held $2 million of the Company’s Senior Notes. In February 2015, the Company repurchased all of the Senior Notes held by the entities affiliated with KKR, as further discussed in Note 12—Related Party Transactions. | |||||||||||||||
CMBS Fixed Facility | |||||||||||||||
The CMBS Fixed Facility provides financing of $472 million and is currently secured by mortgages on 34 properties, consisting of distribution facilities. The CMBS Fixed Facility bears interest at 6.38%. Security deposits and escrow amounts related to certain properties collateralizing the CMBS Fixed Facility of $6 million at March 28, 2015 and December 27, 2014 are included in the Company’s Unaudited Consolidated Balance Sheets in Other assets. | |||||||||||||||
Other Debt | |||||||||||||||
Obligations under capital leases consist of amounts due for transportation equipment and building leases. | |||||||||||||||
Other debt of $24 million and $12 million at March 28, 2015 and December 27, 2014, respectively, consists primarily of various state industrial revenue bonds. | |||||||||||||||
To obtain certain tax incentives related to the construction of a new distribution facility, in January 2015, the Company and a wholly owned subsidiary entered into an industrial revenue bond agreement with a state for the issuance of a maximum of $40 million in Taxable Demand Revenue Bonds (“TRB’s”). The TRB’s are self-funded as the Company’s wholly owned subsidiary purchases the TRB’s, and the state loans the proceeds back to the Company. The TRB’s, which mature January 1, 2030, can be prepaid without penalty one year after issuance. Interest on the TRB’s and the loan is 6.25%. At March 28, 2015, $12 million has been drawn on TRBs and recorded as a $12 million long-term asset and a corresponding long-term liability in the Company’s Unaudited Consolidated Balance Sheet. | |||||||||||||||
Security Interests | |||||||||||||||
Substantially all of the Company’s 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. The Company’s obligations under the Amended 2011 Term Loan are secured by all of the capital stock of its subsidiaries, each of the direct and indirect wholly 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 March 28, 2015, 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 | |||||||||||||||
The Company’s credit facilities, loan agreements and indentures contain customary covenants. These include, among other things, covenants that restrict the Company’s ability to incur certain additional indebtedness, create or permit liens on assets, pay dividends, or engage in mergers or consolidations. Certain debt agreements also contain various and customary events of default with respect to the loans. Those include, without limitation, the failure to pay interest or principal when it is due under the agreements, cross default provisions, the failure of representations and warranties contained in the agreements to be true, and certain insolvency events. If a default event occurs and continues, the principal amounts outstanding—together with all accrued unpaid interest and other amounts owed—may be declared immediately due and payable by the lenders. Were such an event to occur, the Company would be forced to seek new financing that may not be on as favorable terms as its current facilities. The Company’s ability to refinance its indebtedness on favorable terms—or at all—is directly affected by the current economic and financial conditions. In addition, the Company’s ability to incur secured indebtedness (which may enable it to achieve more favorable terms than the incurrence of unsecured indebtedness) depends in part on the value of its assets. This, in turn, relies on the strength of its cash flows, results of operations, economic and market conditions and other factors. |
Restructuring_Liabilities
Restructuring Liabilities | 3 Months Ended | ||||||||||||
Mar. 28, 2015 | |||||||||||||
Restructuring and Related Activities [Abstract] | |||||||||||||
Restructuring Liabilities | 11 | RESTRUCTURING LIABILITIES | |||||||||||
The following table summarizes the changes in the restructuring liabilities for the 13-weeks ended March 28, 2015 (in thousands): | |||||||||||||
Severance | Facility | Total | |||||||||||
and Related | Closing | ||||||||||||
Costs | Costs | ||||||||||||
Balance at December 27, 2014 | $ | 56,450 | $ | 431 | $ | 56,881 | |||||||
Change in estimate | — | 36 | 36 | ||||||||||
Payments and usage—net of accretion | (2,276 | ) | (52 | ) | (2,328 | ) | |||||||
Balance at March 28, 2015 | $ | 54,174 | $ | 415 | $ | 54,589 | |||||||
The $54 million of restructuring liabilities as of March 28, 2015 for severance and related costs includes $49 million of multiemployer pension withdrawal liabilities relating to closed facilities, payable in monthly installments through 2031 at effective interest rates ranging from 5.90% to 6.70%. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | |
Mar. 28, 2015 | ||
Related Party Transactions [Abstract] | ||
Related Party Transactions | 12 | RELATED PARTY TRANSACTIONS |
The Company pays a monthly management fee of $0.8 million to investment funds associated with or designated by the Sponsors. For each of the 13-weeks ended March 28, 2015 and March 29, 2014, the Company recorded management fees and related expenses of $3 million. These were reported as Distribution, selling and administrative costs in the Unaudited Consolidated Statements of Comprehensive Income (Loss). | ||
As discussed in Note 10—Debt, entities affiliated with the Sponsors hold various positions in some of the Company’s debt. At March 28, 2015, entities affiliated with KKR held $238 million in aggregate principal of the Company’s debt facilities. At March 28, 2015, entities affiliated with CD&R had no holdings of the Company’s debt facilities. | ||
In February 2015, the Company repurchased 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. |
Retirement_Plans
Retirement Plans | 3 Months Ended | ||||||||||||||||
Mar. 28, 2015 | |||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | |||||||||||||||||
Retirement Plans | 13 | RETIREMENT PLANS | |||||||||||||||
The Company has defined benefit and defined contribution retirement plans for its employees. Also, the Company contributes to various multiemployer plans under collective bargaining agreements and provides certain health care benefits to eligible retirees and their dependents. | |||||||||||||||||
The components of net pension and other postretirement benefit costs for Company sponsored plans for the periods presented were as follows (in thousands): | |||||||||||||||||
13-Weeks Ended | |||||||||||||||||
Pension Benefits | Other Postretirement | ||||||||||||||||
Plans | |||||||||||||||||
March 28, | March 29, | March 28, | March 29, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
Service cost | $ | 10,134 | $ | 6,973 | $ | 9 | $ | 20 | |||||||||
Interest cost | 10,150 | 9,362 | 66 | 80 | |||||||||||||
Expected return on plan assets | (13,298 | ) | (11,870 | ) | — | — | |||||||||||
Amortization of prior service cost (credit) | 49 | 50 | (16 | ) | (84 | ) | |||||||||||
Amortization of net loss (gain) | 3,513 | 537 | 4 | (19 | ) | ||||||||||||
Settlements | 650 | 500 | — | — | |||||||||||||
Net periodic benefit costs | $ | 11,198 | $ | 5,552 | $ | 63 | $ | (3 | ) | ||||||||
The Company contributed $10 million to its defined benefit and other postretirement plans during the 13-weeks ended March 28, 2015 and March 29, 2014. The Company will make $49 million in total contributions to its pension plans and other postretirement plans during fiscal year 2015. |
Reclassifications_Out_of_Accum
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | 3 Months Ended | ||||||||
Mar. 28, 2015 | |||||||||
Equity [Abstract] | |||||||||
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | 14 | RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | |||||||
The following table presents amounts reclassified out of Accumulated other comprehensive income (loss) by component for the periods presented as follows (in thousands): | |||||||||
13-Weeks Ended | |||||||||
Accumulated Other Comprehensive Income (Loss) Components | March 28, | March 29, | |||||||
2015 | 2014 | ||||||||
Defined benefit pension and other postretirement plans: | |||||||||
Balance at beginning of period(1) | $ | (158,041 | ) | $ | (2,679 | ) | |||
Reclassification adjustments: | |||||||||
Amortization of prior service cost (credit)(2) (3) | 33 | (34 | ) | ||||||
Amortization of net loss(2) (3) | 3,517 | 518 | |||||||
Settlements(2) (3) | 650 | 500 | |||||||
Total before income tax | 4,200 | 984 | |||||||
Income tax provision (benefit) | — | — | |||||||
Current period Comprehensive income, net of tax | 4,200 | 984 | |||||||
Accumulated Other Comprehensive Loss end of period(1) | $ | (153,841 | ) | $ | (1,695 | ) | |||
-1 | Amounts are presented net of tax, which had no impact due to the Company’s full valuation allowance. See Note 15—Income Taxes. | ||||||||
-2 | Included in the computation of Net periodic benefit costs. See Note—13 Retirement Plans for additional information. | ||||||||
-3 | Included in Distribution, selling and administrative costs in the Unaudited Consolidated Statements of Comprehensive Income (Loss). |
Income_Taxes
Income Taxes | 3 Months Ended | |
Mar. 28, 2015 | ||
Income Tax Disclosure [Abstract] | ||
Income Taxes | 15 | INCOME TAXES |
The determination of the Company’s overall effective tax rate requires the use of estimates. The effective tax rate reflects the income earned and taxed in various United States federal and state jurisdictions. Tax law changes, increases and decreases in permanent differences between book and tax items, tax credits and the Company’s change in income in each jurisdiction all affect the overall effective tax rate. | ||
The Company estimated its annual effective tax rate to be applied to the results of the 13-weeks ended March 28, 2015 and March 29, 2014. For the 13-weeks ended March 28, 2015, the Company utilized an annual effective tax rate for purposes of determining its year-to-date tax expense. The Company included the effect of the valuation allowance impact of the tax amortization of goodwill and trademarks in the annual effective tax rate for purposes of determining its year-to-date tax expense because it was deemed to be reliable for use in quarterly reporting of income taxes. Due to the Company’s established seasonal pattern of loss in early interim periods offset by income in later interim periods, the Company realizes the year-to-date tax benefit of the book loss for the 13-weeks ended March 28, 2015. | ||
For the 13-weeks ended March 29, 2014, the Company utilized an annual effective tax rate for purposes of determining its year-to-date tax expense, excluding the effect of the valuation allowance impact of the tax amortization of goodwill and trademarks, which was instead measured discretely by quarter to calculate the income taxes. Management concluded that to use the forecast annual effective tax rate with the amortization of tax goodwill and trademarks included would not be reliable for use in quarterly reporting of income taxes due to such rate’s significant sensitivity to minimal changes in forecasted annual pre-tax income. As a result, the Company reflected the accretion of the valuation allowance on a discrete, ratable basis into the Income tax provision for the 13-weeks ended March 29, 2014. | ||
The valuation allowance against the net deferred tax assets was $232 million at December 27, 2014. The deferred tax assets related to federal and state net operating losses decreased $22 million during the 13-weeks ended March 28, 2015, which resulted in a $210 million total valuation allowance at March 28, 2015. A full valuation allowance on the net deferred tax assets will be maintained until sufficient positive evidence related to sources of future taxable income exists to support a reversal of the valuation allowance. | ||
The effective tax rate for the 13-weeks ended March 28, 2015 and March 29, 2014 of 125% and 16%, respectively varied from the 35% federal statutory rate primarily due to a change in the valuation allowance. During the 13-weeks ended March 28, 2015 and March 29, 2014, the valuation allowance decreased $22 million and increased $32 million, respectively, as a result of a change in deferred tax assets (net operating losses) not covered by future reversals of deferred tax liabilities. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |
Mar. 28, 2015 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 16 | 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 Unaudited Consolidated Balance Sheets. As of March 28, 2015, the Company’s purchase orders and purchase contracts with vendors, all to be delivered in fiscal year 2015, were $642 million. | ||
To minimize fuel cost risk, the Company enters into forward purchase commitments for a portion of its projected diesel fuel requirements. At March 28, 2015, the Company had diesel fuel forward purchase commitments totaling $159 million through December 2016. The Company also enters into forward purchase agreements for procuring electricity. At March 28, 2015, the Company had electricity forward purchase commitments totaling $9 million through December 2016. The Company does not measure its forward purchase commitments for fuel and electricity at fair value, as the amounts under contract 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 Acquisition. The Company received approval 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). At original issuance in the first quarter of 2014, the retention, transaction and other bonus payments were initially subject to consummation of the Acquisition and were payable on or after the closing of the Acquisition. In February 2015, the Company approved payment of transaction and retention bonuses at specific future dates even if the Acquisition is not consummated and recorded compensation costs for services rendered beginning in February 2015. Compensation costs for retention and transaction bonuses were $4 million and $2 million, respectively, for the 13-weeks ended March 28, 2015. | ||
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 vendors, 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 focused on all pricing and rebates earned during this period relative to the Florida Department of Corrections. In 2011, the Company 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. In April 2015, the Company and the State of Florida agreed in principle to a settlement under which the Company would pay $16 million, and the State of Florida would dismiss all complaints, including the two qui tam suits. The parties are in the process of finalizing the settlement agreement. | ||
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. In March 2015, the arbitrator issued an award denying the Company’s request to reopen the first assessment and confirming the second assessment of $17 million. In April 2015, the pension fund sought enforcement of the arbitrator’s award and the Company simultaneously filed its notice of appeal in the Federal District Court for the Northern District of Illinois. The standard of review in the District Court is de novo on the legal issues and there are no factual disputes. The Company believes it has meritorious defenses against the assessment for the additional pension withdrawal liability. Under a de novo review by the court, 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 Unaudited 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. | ||
As of March 28, 2015, the Company’s insurance carriers have approved $30 million of losses incurred, of which $13 million was received in the first quarter of 2015, $14 million was received during fiscal year 2014 and $3 million is recorded as a receivable for insurance recoveries and included in Other current assets as of March 28, 2015. The proceeds were allocated first to recover the book value of inventory and property lost and costs incurred. The remaining proceeds received to date were recognized as a $10 million insurance recovery gain included in Distribution, selling and administrative costs in the Unaudited Consolidated Statements of Comprehensive Income (Loss) in the first quarter of 2015. The Company expects to reach a final settlement with its insurance carriers in 2015; the timing of and amounts of ultimate insurance recoveries is not known at this time. | ||
Of the $13 million of insurance recoveries received in 2015, the Company classified $3 million related to the damaged distribution facility as Cash Flows from Investing Activities, and the remaining $10 million related to damaged inventory and business interruption costs as Cash Flows from Operating Activities in its Unaudited Consolidated Statements of Cash Flows. |
Guarantor_and_NonGuarantor_Con
Guarantor and Non-Guarantor Condensed Consolidating Financial Information | 3 Months Ended | ||||||||||||||||||||
Mar. 28, 2015 | |||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |||||||||||||||||||||
Guarantor and Non-Guarantor Condensed Consolidating Financial Information | 17 | GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |||||||||||||||||||
The following consolidating schedules present condensed financial information of: (1) the Company; (2) certain of its subsidiaries (the “Guarantors”) that guarantee certain Company obligations, including the Senior Notes, the ABL Facility and the Amended 2011 Term Loan; and (3) its other subsidiaries (the “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 Guarantors have not been provided because the Company believes the following information is sufficient, as the Guarantors are wholly 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’s guarantee may be released when any of the following occur: (1) the sale of the Guarantor or all of its assets, (2) a merger or consolidation of the Guarantor with and into the Company or another Guarantor, (3) upon the liquidation of the Guarantor following the transfer of all of its assets to the Company or another Guarantor, (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 is declared unrestricted for covenant purposes, or (7) the Guarantor’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 | |||||||||||||||||||||
March 28, 2015 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Accounts receivable-net | $ | 301,570 | $ | 36,332 | $ | 958,891 | $ | — | $ | 1,296,793 | |||||||||||
Inventories-net | 1,012,451 | 54,824 | — | — | 1,067,275 | ||||||||||||||||
Other current assets | 508,185 | 6,666 | 78,725 | — | 593,576 | ||||||||||||||||
Property and equipment-net | 917,110 | 81,221 | 720,798 | — | 1,719,129 | ||||||||||||||||
Goodwill | 3,835,477 | — | — | — | 3,835,477 | ||||||||||||||||
Other intangibles-net | 565,360 | — | — | — | 565,360 | ||||||||||||||||
Investments in subsidiaries | 1,378,974 | — | — | (1,378,974 | ) | — | |||||||||||||||
Intercompany receivables | — | 658,763 | — | (658,763 | ) | — | |||||||||||||||
Other assets | 48,372 | 10 | 43,071 | (23,200 | ) | 68,253 | |||||||||||||||
Total assets | $ | 8,567,499 | $ | 837,816 | $ | 1,801,485 | $ | (2,060,937 | ) | $ | 9,145,863 | ||||||||||
Accounts payable | $ | 1,286,396 | $ | 43,496 | $ | — | $ | — | $ | 1,329,892 | |||||||||||
Other current liabilities | 596,774 | 16,166 | 3,379 | — | 616,319 | ||||||||||||||||
Long-term debt | 3,556,665 | 28,906 | 1,108,391 | — | 4,693,962 | ||||||||||||||||
Intercompany payables | 604,518 | — | 54,245 | (658,763 | ) | — | |||||||||||||||
Other liabilities | 845,849 | — | 5,744 | (23,200 | ) | 828,393 | |||||||||||||||
Shareholder’s equity | 1,677,297 | 749,248 | 629,726 | (1,378,974 | ) | 1,677,297 | |||||||||||||||
Total liabilities and shareholder’s equity | $ | 8,567,499 | $ | 837,816 | $ | 1,801,485 | $ | (2,060,937 | ) | $ | 9,145,863 | ||||||||||
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 Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
13-Weeks Ended March 28, 2015 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 5,402,885 | $ | 150,753 | $ | 23,638 | $ | (23,638 | ) | $ | 5,553,638 | ||||||||||
Cost of goods sold | 4,504,370 | 120,204 | — | — | 4,624,574 | ||||||||||||||||
Gross profit | 898,515 | 30,549 | 23,638 | (23,638 | ) | 929,064 | |||||||||||||||
Distribution, selling and administrative costs | 876,885 | 24,156 | 13,886 | (28,198 | ) | 886,729 | |||||||||||||||
Operating income | 21,630 | 6,393 | 9,752 | 4,560 | 42,335 | ||||||||||||||||
Interest expense—net | 60,049 | 418 | 10,446 | — | 70,913 | ||||||||||||||||
Other expense (income)—net | 25,766 | (4,560 | ) | (25,766 | ) | 4,560 | — | ||||||||||||||
(Loss) income before income taxes | (64,185 | ) | 10,535 | 25,072 | — | (28,578 | ) | ||||||||||||||
Income tax (benefit) provision | (43,339 | ) | — | 7,646 | — | (35,693 | ) | ||||||||||||||
Equity in earnings of subsidiaries | 27,961 | — | — | (27,961 | ) | — | |||||||||||||||
Net income (loss) | 7,115 | 10,535 | 17,426 | (27,961 | ) | 7,115 | |||||||||||||||
Other comprehensive income, net of tax | 4,200 | — | — | — | 4,200 | ||||||||||||||||
Comprehensive income (loss) | $ | 11,315 | $ | 10,535 | $ | 17,426 | $ | (27,961 | ) | $ | 11,315 | ||||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
13-Weeks Ended March 29, 2014 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 5,307,323 | $ | 149,312 | $ | 22,869 | $ | (22,869 | ) | $ | 5,456,635 | ||||||||||
Cost of goods sold | 4,443,151 | 118,797 | — | — | 4,561,948 | ||||||||||||||||
Gross profit | 864,172 | 30,515 | 22,869 | (22,869 | ) | 894,687 | |||||||||||||||
Distribution, selling and administrative costs | 867,808 | 23,323 | 13,825 | (27,386 | ) | 877,570 | |||||||||||||||
Operating (loss) income | (3,636 | ) | 7,192 | 9,044 | 4,517 | 17,117 | |||||||||||||||
Interest expense—net | 61,822 | 326 | 11,030 | — | 73,178 | ||||||||||||||||
Other expense (income)—net | 25,927 | (4,517 | ) | (25,927 | ) | 4,517 | — | ||||||||||||||
(Loss) income before income taxes | (91,385 | ) | 11,383 | 23,941 | — | (56,061 | ) | ||||||||||||||
Income tax provision (benefit) | 1,722 | — | 7,441 | — | 9,163 | ||||||||||||||||
Equity in earnings of subsidiaries | 27,883 | — | — | (27,883 | ) | — | |||||||||||||||
Net (loss) income | (65,224 | ) | 11,383 | 16,500 | (27,883 | ) | (65,224 | ) | |||||||||||||
Other comprehensive income, net of tax | 984 | — | — | — | 984 | ||||||||||||||||
Comprehensive (loss) income | $ | (64,240 | ) | $ | 11,383 | $ | 16,500 | $ | (27,883 | ) | $ | (64,240 | ) | ||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||||||
13-Weeks Ended March 28, 2015 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 92,859 | $ | 2,227 | $ | 6,607 | $ | 101,693 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Proceeds from sales of property and equipment | 1,576 | — | — | 1,576 | |||||||||||||||||
Purchases of property and equipment | (56,617 | ) | (574 | ) | (57,191 | ) | |||||||||||||||
Insurance proceeds related to property and equipment | 2,771 | — | — | 2,771 | |||||||||||||||||
Purchase of industrial revenue bonds | (12,376 | ) | — | — | (12,376 | ) | |||||||||||||||
Net cash used in investing activities | (64,646 | ) | (574 | ) | — | (65,220 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt borrowings | 12,376 | — | — | 12,376 | |||||||||||||||||
Principal payments on debt and capital leases | (12,339 | ) | (1,439 | ) | — | (13,778 | ) | ||||||||||||||
Capital contributions (distributions) | 6,606 | — | (6,606 | ) | — | ||||||||||||||||
Parent company common stock repurchased | (1,201 | ) | — | — | (1,201 | ) | |||||||||||||||
Net cash provided by (used in) financing activities | 5,442 | (1,439 | ) | (6,606 | ) | (2,603 | ) | ||||||||||||||
Net increase in cash and cash equivalents | 33,655 | 214 | 1 | 33,870 | |||||||||||||||||
Cash and cash equivalents—beginning of period | 342,583 | 1,074 | 2 | 343,659 | |||||||||||||||||
Cash and cash equivalents—end of period | $ | 376,238 | $ | 1,288 | $ | 3 | $ | 377,529 | |||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||||||
13-Weeks Ended March 29, 2014 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 20,737 | $ | 3,547 | $ | 6,805 | $ | 31,089 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Proceeds from sales of property and equipment | 579 | — | — | 579 | |||||||||||||||||
Purchases of property and equipment | (38,515 | ) | (2,180 | ) | (8 | ) | (40,703 | ) | |||||||||||||
Net cash used in investing activities | (37,936 | ) | (2,180 | ) | (8 | ) | (40,124 | ) | |||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt borrowings | 385,450 | — | — | 385,450 | |||||||||||||||||
Principal payments on debt and capital leases | (383,808 | ) | (889 | ) | — | (384,697 | ) | ||||||||||||||
Capital contributions (distributions) | 6,782 | — | (6,782 | ) | — | ||||||||||||||||
Proceeds from parent company common stock sales | 104 | — | — | 104 | |||||||||||||||||
Parent company common stock repurchased | (44 | ) | — | — | (44 | ) | |||||||||||||||
Net cash provided by (used in) financing activities | 8,484 | (889 | ) | (6,782 | ) | 813 | |||||||||||||||
Net (decrease) increase in cash and cash equivalents | (8,715 | ) | 478 | 15 | (8,222 | ) | |||||||||||||||
Cash and cash equivalents—beginning of period | 178,872 | 872 | — | 179,744 | |||||||||||||||||
Cash and cash equivalents—end of period | $ | 170,157 | $ | 1,350 | $ | 15 | $ | 171,522 | |||||||||||||
Business_Segment_Information
Business Segment Information | 3 Months Ended | ||||||||
Mar. 28, 2015 | |||||||||
Segment Reporting [Abstract] | |||||||||
Business Segment Information | 18 | BUSINESS SEGMENT INFORMATION | |||||||
The Company operates in one business segment based on how the Company’s chief operating decision maker—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. | |||||||||
The Company uses a centralized management structure, and its strategies and initiatives are implemented and executed consistently across the organization to maximize value to the organization as a whole. The Company uses shared resources for sales, procurement, and general and administrative activities across each of its distribution centers. The Company’s distribution centers form a single network to reach its 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 CEO 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 – collectively “EBITDA” – adjusted for: (1) Sponsor fees; (2) Share-based compensation (3) the non-cash impact of net LIFO adjustments; (4) Business transformation costs; (5) Acquisition related costs; and (6) Other gains, losses or charges as specified under the Company’s debt agreements. Costs to optimize and transform the Company’s 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 significant process and systems redesign in the Company’s replenishment and category management functions; cash & carry retail store strategy; 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, the Company’s management includes such adjustments when assessing the operating performance of the business. | |||||||||
The following is reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is Net income (loss) for the periods indicated (in thousands): | |||||||||
13-Weeks Ended | |||||||||
March 28, | March 29, | ||||||||
2015 | 2014 | ||||||||
Adjusted EBITDA | $ | 158,258 | $ | 169,458 | |||||
Adjustments: | |||||||||
Sponsor fees(1) | (2,531 | ) | (2,586 | ) | |||||
Share-based compensation expense(2) | (2,466 | ) | (3,053 | ) | |||||
Net LIFO reserve change | 24,498 | (24,543 | ) | ||||||
Business transformation costs(3) | (9,472 | ) | (12,200 | ) | |||||
Acquisition related costs(4)(6) | (15,122 | ) | (4,111 | ) | |||||
Other(5)(6) | (11,381 | ) | (6,049 | ) | |||||
EBITDA | 141,784 | 116,916 | |||||||
Interest expense—net | (70,913 | ) | (73,178 | ) | |||||
Income tax benefit (provision) | 35,693 | (9,163 | ) | ||||||
Depreciation and amortization expense | (99,449 | ) | (99,799 | ) | |||||
Net income (loss) | $ | 7,115 | $ | (65,224 | ) | ||||
-1 | Consists of management fees paid to the Sponsors. | ||||||||
-2 | Share-based compensation expense represents costs recorded for vesting of USF Holding stock option awards, restricted stock and restricted stock units. | ||||||||
-3 | Consists primarily of costs related to significant process and systems redesign. | ||||||||
-4 | Consists of direct and incremental costs related to the Acquisition. | ||||||||
-5 | Other includes restructuring and tangible asset impairment charges, gains, losses or charges as specified under the Company’s debt agreements. The 2015 balance includes a $16 million legal settlement charge and a $10 million insurance recovery gain. | ||||||||
-6 | For the fiscal 2014 first quarter, Acquisition related costs of $4.1 million were reclassified from Other, and restructuring and tangible asset impairment charges of $0.2 million were reclassified to Other, to conform with the current period presentation. |
Assets_Held_for_Sale_Tables
Assets Held for Sale (Tables) | 3 Months Ended | ||||
Mar. 28, 2015 | |||||
Text Block [Abstract] | |||||
Schedule of Change in Assets Held for Sale | The change in Assets held for sale for the 13-weeks ended March 28, 2015 was as follows (in thousands): | ||||
Balance at December 27, 2014 | $ | 5,360 | |||
Tangible asset impairment charges | (1,118 | ) | |||
Assets sold | (940 | ) | |||
Balance at March 28, 2015 | $ | 3,302 | |||
Goodwill_and_Other_Intangibles1
Goodwill and Other Intangibles (Tables) | 3 Months Ended | ||||||||
Mar. 28, 2015 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Schedule of Goodwill and Other Intangibles, Net | Goodwill and Other intangibles, net, consisted of the following (in thousands): | ||||||||
March 28, | December 27, | ||||||||
2015 | 2014 | ||||||||
Goodwill | $ | 3,835,477 | $ | 3,835,477 | |||||
Other intangibles—net | |||||||||
Customer relationships—amortizable: | |||||||||
Gross carrying amount | $ | 1,373,908 | $ | 1,376,094 | |||||
Accumulated amortization | (1,061,921 | ) | (1,026,680 | ) | |||||
Net carrying value | 311,987 | 349,414 | |||||||
Noncompete agreement—amortizable: | |||||||||
Gross carrying amount | 800 | 800 | |||||||
Accumulated amortization | (227 | ) | (187 | ) | |||||
Net carrying value | 573 | 613 | |||||||
Brand names and trademarks—not amortizing | 252,800 | 252,800 | |||||||
Total Other intangibles—net | $ | 565,360 | $ | 602,827 | |||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 28, 2015 | |||||||||||||||||
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 March 28, 2015 and December 27, 2014, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows (in thousands): | ||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Recurring fair value measurements: | |||||||||||||||||
Money market funds | $ | 265,500 | $ | — | $ | — | $ | 265,500 | |||||||||
Balance at March 28, 2015 | $ | 265,500 | $ | — | $ | — | $ | 265,500 | |||||||||
Recurring fair value measurements: | |||||||||||||||||
Money market funds | $ | 231,600 | $ | — | $ | — | $ | 231,600 | |||||||||
Balance at December 27, 2014 | $ | 231,600 | $ | — | $ | — | $ | 231,600 | |||||||||
Nonrecurring fair value measurements: | |||||||||||||||||
Assets held for sale | $ | — | $ | — | $ | 2,600 | $ | 2,600 | |||||||||
Balance at March 28, 2015 | $ | — | $ | — | $ | 2,600 | $ | 2,600 | |||||||||
Nonrecurring fair value measurements: | |||||||||||||||||
Assets held for sale | $ | — | $ | — | $ | 4,800 | $ | 4,800 | |||||||||
Balance at December 27, 2014 | $ | — | $ | — | $ | 4,800 | $ | 4,800 | |||||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||||||||||||
Mar. 28, 2015 | |||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||
Components of Debt | The Company’s debt consisted of the following (in thousands): | ||||||||||||||
Contractual | Interest Rate at | March 28, | December 27, | ||||||||||||
Maturity | March 28, | 2015 | 2014 | ||||||||||||
2015 | |||||||||||||||
Debt Description | |||||||||||||||
ABL Facility | May 11, 2016 | — | $ | — | $ | — | |||||||||
2012 ABS Facility | May 11, 2016 | 1.23 | % | 636,000 | 636,000 | ||||||||||
Amended 2011 Term Loan | March 31, 2019 | 4.5 | 2,068,500 | 2,073,750 | |||||||||||
Senior Notes | 30-Jun-19 | 8.5 | 1,348,276 | 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 | 182,995 | 189,232 | |||||||||||
Other debt | 2018–2031 | 5.75 - 9.00 | 24,084 | 11,795 | |||||||||||
Total debt | 4,732,246 | 4,733,168 | |||||||||||||
Add: Unamortized premium | 14,150 | 14,982 | |||||||||||||
Less: Current portion of long-term debt | (52,434 | ) | (51,877 | ) | |||||||||||
Long-term debt | $ | 4,693,962 | $ | 4,696,273 | |||||||||||
Restructuring_Liabilities_Tabl
Restructuring Liabilities (Tables) | 3 Months Ended | ||||||||||||
Mar. 28, 2015 | |||||||||||||
Restructuring and Related Activities [Abstract] | |||||||||||||
Summary of Changes in Restructuring Liabilities | The following table summarizes the changes in the restructuring liabilities for the 13-weeks ended March 28, 2015 (in thousands): | ||||||||||||
Severance | Facility | Total | |||||||||||
and Related | Closing | ||||||||||||
Costs | Costs | ||||||||||||
Balance at December 27, 2014 | $ | 56,450 | $ | 431 | $ | 56,881 | |||||||
Change in estimate | — | 36 | 36 | ||||||||||
Payments and usage—net of accretion | (2,276 | ) | (52 | ) | (2,328 | ) | |||||||
Balance at March 28, 2015 | $ | 54,174 | $ | 415 | $ | 54,589 | |||||||
Retirement_Plans_Tables
Retirement Plans (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 28, 2015 | |||||||||||||||||
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 Company sponsored plans for the periods presented were as follows (in thousands): | ||||||||||||||||
13-Weeks Ended | |||||||||||||||||
Pension Benefits | Other Postretirement | ||||||||||||||||
Plans | |||||||||||||||||
March 28, | March 29, | March 28, | March 29, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
Service cost | $ | 10,134 | $ | 6,973 | $ | 9 | $ | 20 | |||||||||
Interest cost | 10,150 | 9,362 | 66 | 80 | |||||||||||||
Expected return on plan assets | (13,298 | ) | (11,870 | ) | — | — | |||||||||||
Amortization of prior service cost (credit) | 49 | 50 | (16 | ) | (84 | ) | |||||||||||
Amortization of net loss (gain) | 3,513 | 537 | 4 | (19 | ) | ||||||||||||
Settlements | 650 | 500 | — | — | |||||||||||||
Net periodic benefit costs | $ | 11,198 | $ | 5,552 | $ | 63 | $ | (3 | ) | ||||||||
Reclassifications_Out_of_Accum1
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended | ||||||||
Mar. 28, 2015 | |||||||||
Equity [Abstract] | |||||||||
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | The following table presents amounts reclassified out of Accumulated other comprehensive income (loss) by component for the periods presented as follows (in thousands): | ||||||||
13-Weeks Ended | |||||||||
Accumulated Other Comprehensive Income (Loss) Components | March 28, | March 29, | |||||||
2015 | 2014 | ||||||||
Defined benefit pension and other postretirement plans: | |||||||||
Balance at beginning of period(1) | $ | (158,041 | ) | $ | (2,679 | ) | |||
Reclassification adjustments: | |||||||||
Amortization of prior service cost (credit)(2) (3) | 33 | (34 | ) | ||||||
Amortization of net loss(2) (3) | 3,517 | 518 | |||||||
Settlements(2) (3) | 650 | 500 | |||||||
Total before income tax | 4,200 | 984 | |||||||
Income tax provision (benefit) | — | — | |||||||
Current period Comprehensive income, net of tax | 4,200 | 984 | |||||||
Accumulated Other Comprehensive Loss end of period(1) | $ | (153,841 | ) | $ | (1,695 | ) | |||
-1 | Amounts are presented net of tax, which had no impact due to the Company’s full valuation allowance. See Note 15—Income Taxes. | ||||||||
-2 | Included in the computation of Net periodic benefit costs. See Note—13 Retirement Plans for additional information. | ||||||||
-3 | Included in Distribution, selling and administrative costs in the Unaudited Consolidated Statements of Comprehensive Income (Loss). |
Guarantor_and_NonGuarantor_Con1
Guarantor and Non-Guarantor Condensed Consolidating Financial Information (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 28, 2015 | |||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |||||||||||||||||||||
Schedule of Condensed Consolidating Balance Sheet | |||||||||||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||||||
March 28, 2015 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Accounts receivable-net | $ | 301,570 | $ | 36,332 | $ | 958,891 | $ | — | $ | 1,296,793 | |||||||||||
Inventories-net | 1,012,451 | 54,824 | — | — | 1,067,275 | ||||||||||||||||
Other current assets | 508,185 | 6,666 | 78,725 | — | 593,576 | ||||||||||||||||
Property and equipment-net | 917,110 | 81,221 | 720,798 | — | 1,719,129 | ||||||||||||||||
Goodwill | 3,835,477 | — | — | — | 3,835,477 | ||||||||||||||||
Other intangibles-net | 565,360 | — | — | — | 565,360 | ||||||||||||||||
Investments in subsidiaries | 1,378,974 | — | — | (1,378,974 | ) | — | |||||||||||||||
Intercompany receivables | — | 658,763 | — | (658,763 | ) | — | |||||||||||||||
Other assets | 48,372 | 10 | 43,071 | (23,200 | ) | 68,253 | |||||||||||||||
Total assets | $ | 8,567,499 | $ | 837,816 | $ | 1,801,485 | $ | (2,060,937 | ) | $ | 9,145,863 | ||||||||||
Accounts payable | $ | 1,286,396 | $ | 43,496 | $ | — | $ | — | $ | 1,329,892 | |||||||||||
Other current liabilities | 596,774 | 16,166 | 3,379 | — | 616,319 | ||||||||||||||||
Long-term debt | 3,556,665 | 28,906 | 1,108,391 | — | 4,693,962 | ||||||||||||||||
Intercompany payables | 604,518 | — | 54,245 | (658,763 | ) | — | |||||||||||||||
Other liabilities | 845,849 | — | 5,744 | (23,200 | ) | 828,393 | |||||||||||||||
Shareholder’s equity | 1,677,297 | 749,248 | 629,726 | (1,378,974 | ) | 1,677,297 | |||||||||||||||
Total liabilities and shareholder’s equity | $ | 8,567,499 | $ | 837,816 | $ | 1,801,485 | $ | (2,060,937 | ) | $ | 9,145,863 | ||||||||||
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 | ||||||||||
Schedule of Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
13-Weeks Ended March 28, 2015 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 5,402,885 | $ | 150,753 | $ | 23,638 | $ | (23,638 | ) | $ | 5,553,638 | ||||||||||
Cost of goods sold | 4,504,370 | 120,204 | — | — | 4,624,574 | ||||||||||||||||
Gross profit | 898,515 | 30,549 | 23,638 | (23,638 | ) | 929,064 | |||||||||||||||
Distribution, selling and administrative costs | 876,885 | 24,156 | 13,886 | (28,198 | ) | 886,729 | |||||||||||||||
Operating income | 21,630 | 6,393 | 9,752 | 4,560 | 42,335 | ||||||||||||||||
Interest expense—net | 60,049 | 418 | 10,446 | — | 70,913 | ||||||||||||||||
Other expense (income)—net | 25,766 | (4,560 | ) | (25,766 | ) | 4,560 | — | ||||||||||||||
(Loss) income before income taxes | (64,185 | ) | 10,535 | 25,072 | — | (28,578 | ) | ||||||||||||||
Income tax (benefit) provision | (43,339 | ) | — | 7,646 | — | (35,693 | ) | ||||||||||||||
Equity in earnings of subsidiaries | 27,961 | — | — | (27,961 | ) | — | |||||||||||||||
Net income (loss) | 7,115 | 10,535 | 17,426 | (27,961 | ) | 7,115 | |||||||||||||||
Other comprehensive income, net of tax | 4,200 | — | — | — | 4,200 | ||||||||||||||||
Comprehensive income (loss) | $ | 11,315 | $ | 10,535 | $ | 17,426 | $ | (27,961 | ) | $ | 11,315 | ||||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||||||||||
13-Weeks Ended March 29, 2014 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net sales | $ | 5,307,323 | $ | 149,312 | $ | 22,869 | $ | (22,869 | ) | $ | 5,456,635 | ||||||||||
Cost of goods sold | 4,443,151 | 118,797 | — | — | 4,561,948 | ||||||||||||||||
Gross profit | 864,172 | 30,515 | 22,869 | (22,869 | ) | 894,687 | |||||||||||||||
Distribution, selling and administrative costs | 867,808 | 23,323 | 13,825 | (27,386 | ) | 877,570 | |||||||||||||||
Operating (loss) income | (3,636 | ) | 7,192 | 9,044 | 4,517 | 17,117 | |||||||||||||||
Interest expense—net | 61,822 | 326 | 11,030 | — | 73,178 | ||||||||||||||||
Other expense (income)—net | 25,927 | (4,517 | ) | (25,927 | ) | 4,517 | — | ||||||||||||||
(Loss) income before income taxes | (91,385 | ) | 11,383 | 23,941 | — | (56,061 | ) | ||||||||||||||
Income tax provision (benefit) | 1,722 | — | 7,441 | — | 9,163 | ||||||||||||||||
Equity in earnings of subsidiaries | 27,883 | — | — | (27,883 | ) | — | |||||||||||||||
Net (loss) income | (65,224 | ) | 11,383 | 16,500 | (27,883 | ) | (65,224 | ) | |||||||||||||
Other comprehensive income, net of tax | 984 | — | — | — | 984 | ||||||||||||||||
Comprehensive (loss) income | $ | (64,240 | ) | $ | 11,383 | $ | 16,500 | $ | (27,883 | ) | $ | (64,240 | ) | ||||||||
Schedule of Condensed Consolidating Statement of Cash Flows | |||||||||||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||||||
13-Weeks Ended March 28, 2015 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 92,859 | $ | 2,227 | $ | 6,607 | $ | 101,693 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Proceeds from sales of property and equipment | 1,576 | — | — | 1,576 | |||||||||||||||||
Purchases of property and equipment | (56,617 | ) | (574 | ) | (57,191 | ) | |||||||||||||||
Insurance proceeds related to property and equipment | 2,771 | — | — | 2,771 | |||||||||||||||||
Purchase of industrial revenue bonds | (12,376 | ) | — | — | (12,376 | ) | |||||||||||||||
Net cash used in investing activities | (64,646 | ) | (574 | ) | — | (65,220 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt borrowings | 12,376 | — | — | 12,376 | |||||||||||||||||
Principal payments on debt and capital leases | (12,339 | ) | (1,439 | ) | — | (13,778 | ) | ||||||||||||||
Capital contributions (distributions) | 6,606 | — | (6,606 | ) | — | ||||||||||||||||
Parent company common stock repurchased | (1,201 | ) | — | — | (1,201 | ) | |||||||||||||||
Net cash provided by (used in) financing activities | 5,442 | (1,439 | ) | (6,606 | ) | (2,603 | ) | ||||||||||||||
Net increase in cash and cash equivalents | 33,655 | 214 | 1 | 33,870 | |||||||||||||||||
Cash and cash equivalents—beginning of period | 342,583 | 1,074 | 2 | 343,659 | |||||||||||||||||
Cash and cash equivalents—end of period | $ | 376,238 | $ | 1,288 | $ | 3 | $ | 377,529 | |||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||||||
13-Weeks Ended March 29, 2014 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
US Foods, Inc. | Guarantors | Non-Guarantors | Consolidated | ||||||||||||||||||
Net cash provided by operating activities | $ | 20,737 | $ | 3,547 | $ | 6,805 | $ | 31,089 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Proceeds from sales of property and equipment | 579 | — | — | 579 | |||||||||||||||||
Purchases of property and equipment | (38,515 | ) | (2,180 | ) | (8 | ) | (40,703 | ) | |||||||||||||
Net cash used in investing activities | (37,936 | ) | (2,180 | ) | (8 | ) | (40,124 | ) | |||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from debt borrowings | 385,450 | — | — | 385,450 | |||||||||||||||||
Principal payments on debt and capital leases | (383,808 | ) | (889 | ) | — | (384,697 | ) | ||||||||||||||
Capital contributions (distributions) | 6,782 | — | (6,782 | ) | — | ||||||||||||||||
Proceeds from parent company common stock sales | 104 | — | — | 104 | |||||||||||||||||
Parent company common stock repurchased | (44 | ) | — | — | (44 | ) | |||||||||||||||
Net cash provided by (used in) financing activities | 8,484 | (889 | ) | (6,782 | ) | 813 | |||||||||||||||
Net (decrease) increase in cash and cash equivalents | (8,715 | ) | 478 | 15 | (8,222 | ) | |||||||||||||||
Cash and cash equivalents—beginning of period | 178,872 | 872 | — | 179,744 | |||||||||||||||||
Cash and cash equivalents—end of period | $ | 170,157 | $ | 1,350 | $ | 15 | $ | 171,522 | |||||||||||||
Business_Segment_Information_T
Business Segment Information (Tables) | 3 Months Ended | ||||||||
Mar. 28, 2015 | |||||||||
Segment Reporting [Abstract] | |||||||||
Schedule of Quantitative Reconciliation of Adjusted EBITDA | The following is reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is Net income (loss) for the periods indicated (in thousands): | ||||||||
13-Weeks Ended | |||||||||
March 28, | March 29, | ||||||||
2015 | 2014 | ||||||||
Adjusted EBITDA | $ | 158,258 | $ | 169,458 | |||||
Adjustments: | |||||||||
Sponsor fees(1) | (2,531 | ) | (2,586 | ) | |||||
Share-based compensation expense(2) | (2,466 | ) | (3,053 | ) | |||||
Net LIFO reserve change | 24,498 | (24,543 | ) | ||||||
Business transformation costs(3) | (9,472 | ) | (12,200 | ) | |||||
Acquisition related costs(4)(6) | (15,122 | ) | (4,111 | ) | |||||
Other(5)(6) | (11,381 | ) | (6,049 | ) | |||||
EBITDA | 141,784 | 116,916 | |||||||
Interest expense—net | (70,913 | ) | (73,178 | ) | |||||
Income tax benefit (provision) | 35,693 | (9,163 | ) | ||||||
Depreciation and amortization expense | (99,449 | ) | (99,799 | ) | |||||
Net income (loss) | $ | 7,115 | $ | (65,224 | ) | ||||
-1 | Consists of management fees paid to the Sponsors. | ||||||||
-2 | Share-based compensation expense represents costs recorded for vesting of USF Holding stock option awards, restricted stock and restricted stock units. | ||||||||
-3 | Consists primarily of costs related to significant process and systems redesign. | ||||||||
-4 | Consists of direct and incremental costs related to the Acquisition. | ||||||||
-5 | Other includes restructuring and tangible asset impairment charges, gains, losses or charges as specified under the Company’s debt agreements. The 2015 balance includes a $16 million legal settlement charge and a $10 million insurance recovery gain. | ||||||||
-6 | For the fiscal 2014 first quarter, Acquisition related costs of $4.1 million were reclassified from Other, and restructuring and tangible asset impairment charges of $0.2 million were reclassified to Other, to conform with the current period presentation. |
Overview_and_Basis_of_Presenta1
Overview and Basis of Presentation - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | |||
Mar. 28, 2015 | Mar. 29, 2014 | Dec. 08, 2013 | Jun. 29, 2013 | Feb. 02, 2015 | |
Basis Of Presentation [Line Items] | |||||
Extended termination period of merger agreement | 60 days | ||||
Restructuring and tangible asset impairment charges | $200,000 | ||||
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 | ||||
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] | |||||
Basis Of Presentation [Line Items] | |||||
Termination fee payable due on termination | 25,000,000 | ||||
If termination occurs after July 6, 2015 [Member] | |||||
Basis Of Presentation [Line Items] | |||||
Termination fee payable due on termination | $50,000,000 |
Inventories_Additional_Informa
Inventories - Additional Information (Detail) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 28, 2015 | Mar. 29, 2014 | Dec. 27, 2014 |
Inventory Disclosure [Abstract] | |||
LIFO balance sheet reserves | $184 | $208 | |
Effect of LIFO reserves on cost of goods sold | ($24) | $25 |
Accounts_Receivable_Financing_1
Accounts Receivable Financing Program - Additional Information (Detail) (2012 ABS Facility [Member], USD $) | Mar. 28, 2015 | Dec. 27, 2014 |
2012 ABS Facility [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Cash collateral held | $0 | $0 |
Accounts receivable | $974,000,000 | $941,000,000 |
Assets_Held_for_Sale_Schedule_
Assets Held for Sale - Schedule of Change in Assets Held for Sale (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2015 | Mar. 29, 2014 |
Disposal Group, Including Discontinued Operation, Long Lived Assets [Abstract] | ||
Balance at beginning of period | $5,360 | |
Tangible asset impairment charges | -1,118 | -130 |
Assets sold | -940 | |
Balance at end of the period | $3,302 |
Assets_Held_for_Sale_Additiona
Assets Held for Sale - Additional Information (Detail) (USD $) | Mar. 28, 2015 |
In Millions, unless otherwise specified | Facility |
Disposal Group, Including Discontinued Operation, Long Lived Assets [Abstract] | |
Number of distribution facilities reclassified to assets held for sale | 1 |
Assets Held for Sale, net proceeds | $1 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 28, 2015 | Mar. 29, 2014 | Dec. 27, 2014 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, accumulated depreciation | $1,370 | $1,313 | |
Depreciation expense | $62 | $62 | |
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives of assets | 3 years | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives of assets | 40 years |
Goodwill_and_Other_Intangibles2
Goodwill and Other Intangibles - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | |
Jun. 30, 2014 | Mar. 28, 2015 | Mar. 29, 2014 | |
Other Intangible Assets [Line Items] | |||
Amortization expense | $37,000,000 | $38,000,000 | |
Goodwill, impairment | 0 | ||
Indefinite-lived intangible assets, impairment | $0 | ||
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 $) | Mar. 28, 2015 | Dec. 27, 2014 |
In Thousands, unless otherwise specified | ||
Other Intangible Assets [Line Items] | ||
Goodwill | $3,835,477 | $3,835,477 |
Total Other intangibles-net | 565,360 | 602,827 |
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 | 1,373,908 | 1,376,094 |
Accumulated amortization | -1,061,921 | -1,026,680 |
Net carrying value | 311,987 | 349,414 |
Noncompete Agreement [Member] | ||
Other Intangible Assets [Line Items] | ||
Gross carrying amount | 800 | 800 |
Accumulated amortization | -227 | -187 |
Net carrying value | $573 | $613 |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis (Detail) (USD $) | Mar. 28, 2015 | Dec. 27, 2014 |
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 | $265,500 | $231,600 |
Balance | 265,500 | 231,600 |
Nonrecurring Fair Value Measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held for sale | 2,600 | 4,800 |
Balance | 2,600 | 4,800 |
Level 1 [Member] | Recurring Fair Value Measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 265,500 | 231,600 |
Balance | 265,500 | 231,600 |
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 | 2,600 | 4,800 |
Balance | $2,600 | $4,800 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Mar. 28, 2015 | Mar. 29, 2014 | Dec. 27, 2014 | |
Derivative Instruments [Line Items] | |||
Tangible asset impairment charges | $1,118,000 | $130,000 | |
Material impairments on Assets held for sale | 0 | ||
Total debt fair value debt | 4,800,000,000 | 4,800,000,000 | |
Aggregate carrying value of debt | 4,700,000,000 | 4,700,000,000 | |
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 | $1,400,000,000 |
Variable_Interest_Entity_Addit
Variable Interest Entity - Additional Information (Detail) (USD $) | Mar. 28, 2015 |
In Millions, unless otherwise specified | |
Variable Interest Entity Disclosure [Abstract] | |
Capital Lease assets | $27 |
Purchase obligation | $23 |
Debt_Components_of_Debt_Detail
Debt - Components of Debt (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2015 | Dec. 27, 2014 |
Debt Instrument [Line Items] | ||
Debt component | $4,732,246 | $4,733,168 |
Add: Unamortized premium | 14,150 | 14,982 |
Less: Current portion of long-term debt | -52,434 | -51,877 |
Long-term debt | 4,693,962 | 4,696,273 |
Total debt | 4,732,246 | 4,733,168 |
8.5 % Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Contractual Maturity | 30-Jun-19 | |
Interest Rate | 8.50% | |
Debt component | 1,348,276 | 1,350,000 |
Add: Unamortized premium | 14,000 | |
Total debt | 1,348,276 | 1,350,000 |
Obligations Under Capital Leases [Member] | ||
Debt Instrument [Line Items] | ||
Debt component | 182,995 | 189,232 |
Total debt | 182,995 | 189,232 |
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 | |
2012 ABS Facility [Member] | ||
Debt Instrument [Line Items] | ||
Contractual Maturity | 11-May-16 | |
Interest Rate | 1.23% | |
Debt component | 636,000 | 636,000 |
Total debt | 636,000 | 636,000 |
Amended 2011 Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Contractual Maturity | 31-Mar-19 | |
Interest Rate | 4.50% | |
Debt component | 2,068,500 | 2,073,750 |
Total debt | 2,068,500 | 2,073,750 |
Other Debt [Member] | ||
Debt Instrument [Line Items] | ||
Debt component | 24,084 | 11,795 |
Total debt | 24,084 | 11,795 |
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 $) | 3 Months Ended | |
Mar. 28, 2015 | Dec. 27, 2014 | |
Property | ||
Debt Instrument [Line Items] | ||
Total debt borrowed at fixed rate | $2,028,000,000 | |
Total debt | 4,732,246,000 | 4,733,168,000 |
Unamortized issue of Senior Notes with premium | 14,150,000 | 14,982,000 |
Long-term debt liability | 4,693,962,000 | 4,696,273,000 |
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 | 748,000,000 | |
Interest rate | Prime plus 2.25% or the London Inter Bank Offered Rate (bLIBORb) 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% | |
Letter of Credit [Member] | ABL Senior Secured Revolving Facility [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility, outstanding amount | 352,000,000 | |
Entities Affiliated [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 238,000,000 | |
Basis spread on variable interest rate | 3.50% | |
Floor interest rate on basis spread | 1.00% | |
Interest Rate | 4.50% | |
Lease Obligations [Member] | ABL Senior Secured Revolving Facility [Member] | ||
Debt Instrument [Line Items] | ||
Letters of credit, outstanding amount | 81,000,000 | |
Standby Letters of Credit for Self Insurance Program [Member] | ABL Senior Secured Revolving Facility [Member] | ||
Debt Instrument [Line Items] | ||
Letters of credit, outstanding amount | 261,000,000 | |
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 1.00% | |
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 | |
Security deposits and escrow amounts | 6,000,000 | 6,000,000 |
Maturity date | 1-Aug-17 | |
8.5 % Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 1,348,276,000 | 1,350,000,000 |
Interest Rate | 8.50% | |
Unamortized issue of Senior Notes with premium | 14,000,000 | |
Term of repurchase price of senior notes | Price equal to 101.00% of the principal amount, plus accrued and unpaid interest to the date of repurchase | |
Redemption price percentage of principal amount | 101.00% | |
Maturity date | 30-Jun-19 | |
8.5 % Senior Notes [Member] | Entities Affiliated [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,000,000 | |
2012 ABS Facility [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 800,000,000 | |
Total debt | 636,000,000 | 636,000,000 |
Available capacity | 86,000,000 | |
Interest Rate | 1.23% | |
Maturity date | 11-May-16 | |
Excluding Commercial Paper [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | LIBOR plus 1.00% | |
Percentage of unused commitment fee | 0.35% | |
Basis spread on variable interest rate | 1.00% | |
2011 Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,068,000,000 | |
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 | |
Taxable Demand Revenue Bonds [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 6.25% | |
Maturity date | 1-Jan-30 | |
Amount withdrawn from Taxable Demand Revenue Bonds | 12,000,000 | |
Long term asset | 12,000,000 | |
Long-term debt liability | 12,000,000 | |
Taxable Demand Revenue Bonds [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Proceeds from Taxable Demand Revenue Bonds | 40,000,000 | |
State Industrial Revenue Bonds [Member] | ||
Debt Instrument [Line Items] | ||
Other debt | $24,000,000 | $12,000,000 |
Other Property [Member] | ||
Debt Instrument [Line Items] | ||
Number of properties mortgaged | 9 |
Restructuring_Liabilities_Summ
Restructuring Liabilities - Summary of Changes in Restructuring Liabilities (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 28, 2015 |
Restructuring Cost and Reserve [Line Items] | |
Balance at beginning of period | $56,881 |
Change in estimate | 36 |
Payments and usage-net of accretion | -2,328 |
Balance at end of period | 54,589 |
Severance and Related Costs [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Balance at beginning of period | 56,450 |
Payments and usage-net of accretion | -2,276 |
Balance at end of period | 54,174 |
Facility Closing Costs [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Balance at beginning of period | 431 |
Change in estimate | 36 |
Payments and usage-net of accretion | -52 |
Balance at end of period | $415 |
Restructuring_Liabilities_Addi
Restructuring Liabilities - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2015 | Dec. 27, 2014 |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring liabilities | 54,589 | $56,881 |
Multiemployer Pension Withdrawal Liabilities [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring liabilities | 49,000 | |
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 | 54,174 | $56,450 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | ||
Mar. 28, 2015 | Mar. 29, 2014 | Feb. 28, 2015 | Dec. 27, 2014 | |
Related Party Transaction [Line Items] | ||||
Management fee | $800,000 | |||
Management fees and related expenses | 3,000,000 | 3,000,000 | ||
Amount held in principal of debt facilities | 4,693,962,000 | 4,696,273,000 | ||
Entities Affiliated [Member] | Unsecured Senior Notes [Member] | ||||
Related Party Transaction [Line Items] | ||||
Senior notes, repurchase 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 | $238,000,000 |
Retirement_Plans_Components_of
Retirement Plans - Components of Net Pension and Other Post Retirement Benefit Costs (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2015 | Mar. 29, 2014 |
Pension Benefits [Member] | ||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ||
Service cost | $10,134 | $6,973 |
Interest cost | 10,150 | 9,362 |
Expected return on plan assets | -13,298 | -11,870 |
Amortization of prior service cost (credit) | 49 | 50 |
Amortization of net loss (gain) | 3,513 | 537 |
Settlements | 650 | 500 |
Net periodic benefit costs | 11,198 | 5,552 |
Other Postretirement Plans [Member] | ||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ||
Service cost | 9 | 20 |
Interest cost | 66 | 80 |
Amortization of prior service cost (credit) | -16 | -84 |
Amortization of net loss (gain) | 4 | -19 |
Net periodic benefit costs | $63 | ($3) |
Retirement_Plans_Additional_In
Retirement Plans - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 28, 2015 | Mar. 29, 2014 |
Compensation and Retirement Disclosure [Abstract] | ||
Contribution to defined benefit and other post retirement plans | $10 | $10 |
Company's anticipated contributions | $49 |
Reclassifications_Out_of_Accum2
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) - Schedule of Reclassification Out of Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2015 | Mar. 29, 2014 |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Current period Comprehensive income, net of tax | $4,200 | $984 |
Defined Benefit Pension and Other Postretirement Plans [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Balance at beginning of period | -158,041 | -2,679 |
Total before income tax | 4,200 | 984 |
Income tax provision (benefit) | 0 | 0 |
Current period Comprehensive income, net of tax | 4,200 | 984 |
Accumulated Other Comprehensive Loss end of period | -153,841 | -1,695 |
Defined Benefit Pension and Other Postretirement Plans [Member] | Distribution Selling and Administrative Costs [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Amortization of prior service cost (credit) | 33 | -34 |
Amortization of net loss | 3,517 | 518 |
Settlements | $650 | $500 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 28, 2015 | Mar. 29, 2014 | Dec. 27, 2014 |
Income Tax Disclosure [Abstract] | |||
Valuation allowance | $210 | $232 | |
Deferred tax assets, related to federal and state net operating losses | -22 | ||
Effective income tax rate | 125.00% | 16.00% | |
Federal statutory tax rate | 35.00% | 35.00% | |
Increase (decrease) in valuation allowance | ($22) | $32 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | 12 Months Ended | ||
Mar. 28, 2015 | Apr. 30, 2015 | Dec. 27, 2014 | Sep. 30, 2011 | Dec. 31, 2008 | |
Gain Contingencies [Line Items] | |||||
Purchase commitments | $642,000,000 | ||||
Discretionary bonus paid | 3,000,000 | ||||
Compensation costs for retention bonuses | 4,000,000 | ||||
Compensation costs for transaction bonuses | 2,000,000 | ||||
Litigation settlement amount | 16,000,000 | ||||
Insurance recovery gain | 10,063,000 | ||||
Insurance recoveries related to cash flows from investing activities | 2,771,000 | ||||
Insurance recoveries related to cash flows from operating activities | 10,112,000 | ||||
Subsequent Event [Member] | |||||
Gain Contingencies [Line Items] | |||||
Litigation settlement amount | 16,000,000 | ||||
Insurance Recoveries-Tornado Loss [Member] | |||||
Gain Contingencies [Line Items] | |||||
Insurance loss incurred | 30,000,000 | ||||
Receivable from insurance recoveries | 3,000,000 | ||||
Insurance recoveries received | 13,000,000 | 14,000,000 | |||
Distribution Selling and Administrative Costs [Member] | Insurance Recoveries-Tornado Loss [Member] | |||||
Gain Contingencies [Line Items] | |||||
Insurance recovery gain | 10,000,000 | ||||
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 | 159,000,000 | ||||
Electricity [Member] | |||||
Gain Contingencies [Line Items] | |||||
Purchase commitments through December 2016 | 9,000,000 | ||||
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 $) | Mar. 28, 2015 | Dec. 27, 2014 |
In Thousands, unless otherwise specified | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Accounts receivable-net | $1,296,793 | $1,252,738 |
Inventories-net | 1,067,275 | 1,050,898 |
Other current assets | 593,576 | 526,277 |
Property and equipment-net | 1,719,129 | 1,726,583 |
Goodwill | 3,835,477 | 3,835,477 |
Other intangibles-net | 565,360 | 602,827 |
Other assets | 68,253 | 62,314 |
TOTAL ASSETS | 9,145,863 | 9,057,114 |
Accounts payable | 1,329,892 | 1,159,160 |
Other current liabilities | 616,319 | 666,427 |
Long-term debt | 4,693,962 | 4,696,273 |
Other liabilities | 828,393 | 870,538 |
Shareholder's equity | 1,677,297 | 1,664,716 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 9,145,863 | 9,057,114 |
US Foods, Inc. [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Accounts receivable-net | 301,570 | 295,467 |
Inventories-net | 1,012,451 | 995,175 |
Other current assets | 508,185 | 441,681 |
Property and equipment-net | 917,110 | 913,109 |
Goodwill | 3,835,477 | 3,835,477 |
Other intangibles-net | 565,360 | 602,827 |
Investments in subsidiaries | 1,378,974 | 1,360,497 |
Other assets | 48,372 | 54,317 |
TOTAL ASSETS | 8,567,499 | 8,498,550 |
Accounts payable | 1,286,396 | 1,118,298 |
Other current liabilities | 596,774 | 645,659 |
Long-term debt | 3,556,665 | 3,557,470 |
Intercompany payables | 604,518 | 624,413 |
Other liabilities | 845,849 | 887,994 |
Shareholder's equity | 1,677,297 | 1,664,716 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 8,567,499 | 8,498,550 |
Guarantors [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Accounts receivable-net | 36,332 | 32,047 |
Inventories-net | 54,824 | 55,723 |
Other current assets | 6,666 | 7,680 |
Property and equipment-net | 81,221 | 85,790 |
Intercompany receivables | 658,763 | 647,466 |
Other assets | 10 | 10 |
TOTAL ASSETS | 837,816 | 828,716 |
Accounts payable | 43,496 | 40,862 |
Other current liabilities | 16,166 | 17,594 |
Long-term debt | 28,906 | 30,412 |
Shareholder's equity | 749,248 | 739,848 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 837,816 | 828,716 |
Non-Guarantors [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Accounts receivable-net | 958,891 | 925,224 |
Other current assets | 78,725 | 76,916 |
Property and equipment-net | 720,798 | 727,684 |
Other assets | 43,071 | 31,187 |
TOTAL ASSETS | 1,801,485 | 1,761,011 |
Other current liabilities | 3,379 | 3,174 |
Long-term debt | 1,108,391 | 1,108,391 |
Intercompany payables | 54,245 | 23,053 |
Other liabilities | 5,744 | 5,744 |
Shareholder's equity | 629,726 | 620,649 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 1,801,485 | 1,761,011 |
Eliminations [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Investments in subsidiaries | -1,378,974 | -1,360,497 |
Intercompany receivables | -658,763 | -647,466 |
Other assets | -23,200 | -23,200 |
TOTAL ASSETS | -2,060,937 | -2,031,163 |
Intercompany payables | -658,763 | -647,466 |
Other liabilities | -23,200 | -23,200 |
Shareholder's equity | -1,378,974 | -1,360,497 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | ($2,060,937) | ($2,031,163) |
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 | |
In Thousands, unless otherwise specified | Mar. 28, 2015 | Mar. 29, 2014 |
Condensed Statement of Income Captions [Line Items] | ||
NET SALES | $5,553,638 | $5,456,635 |
COST OF GOODS SOLD | 4,624,574 | 4,561,948 |
Gross profit | 929,064 | 894,687 |
DISTRIBUTION, SELLING AND ADMINISTRATIVE COSTS | 886,729 | 877,570 |
Operating (loss) income | 42,335 | 17,117 |
INTEREST EXPENSE-Net | 70,913 | 73,178 |
Loss before income taxes | -28,578 | -56,061 |
INCOME TAX (BENEFIT) PROVISION | -35,693 | 9,163 |
NET INCOME (LOSS) | 7,115 | -65,224 |
Other comprehensive income, net of tax | 4,200 | 984 |
COMPREHENSIVE INCOME (LOSS) | 11,315 | -64,240 |
US Foods, Inc. [Member] | ||
Condensed Statement of Income Captions [Line Items] | ||
NET SALES | 5,402,885 | 5,307,323 |
COST OF GOODS SOLD | 4,504,370 | 4,443,151 |
Gross profit | 898,515 | 864,172 |
DISTRIBUTION, SELLING AND ADMINISTRATIVE COSTS | 876,885 | 867,808 |
Operating (loss) income | 21,630 | -3,636 |
INTEREST EXPENSE-Net | 60,049 | 61,822 |
Other expense (income)-net | 25,766 | 25,927 |
Loss before income taxes | -64,185 | -91,385 |
INCOME TAX (BENEFIT) PROVISION | -43,339 | 1,722 |
Equity in earnings of subsidiaries | 27,961 | 27,883 |
NET INCOME (LOSS) | 7,115 | -65,224 |
Other comprehensive income, net of tax | 4,200 | 984 |
COMPREHENSIVE INCOME (LOSS) | 11,315 | -64,240 |
Guarantors [Member] | ||
Condensed Statement of Income Captions [Line Items] | ||
NET SALES | 150,753 | 149,312 |
COST OF GOODS SOLD | 120,204 | 118,797 |
Gross profit | 30,549 | 30,515 |
DISTRIBUTION, SELLING AND ADMINISTRATIVE COSTS | 24,156 | 23,323 |
Operating (loss) income | 6,393 | 7,192 |
INTEREST EXPENSE-Net | 418 | 326 |
Other expense (income)-net | -4,560 | -4,517 |
Loss before income taxes | 10,535 | 11,383 |
NET INCOME (LOSS) | 10,535 | 11,383 |
COMPREHENSIVE INCOME (LOSS) | 10,535 | 11,383 |
Non-Guarantors [Member] | ||
Condensed Statement of Income Captions [Line Items] | ||
NET SALES | 23,638 | 22,869 |
Gross profit | 23,638 | 22,869 |
DISTRIBUTION, SELLING AND ADMINISTRATIVE COSTS | 13,886 | 13,825 |
Operating (loss) income | 9,752 | 9,044 |
INTEREST EXPENSE-Net | 10,446 | 11,030 |
Other expense (income)-net | -25,766 | -25,927 |
Loss before income taxes | 25,072 | 23,941 |
INCOME TAX (BENEFIT) PROVISION | 7,646 | 7,441 |
NET INCOME (LOSS) | 17,426 | 16,500 |
COMPREHENSIVE INCOME (LOSS) | 17,426 | 16,500 |
Eliminations [Member] | ||
Condensed Statement of Income Captions [Line Items] | ||
NET SALES | -23,638 | -22,869 |
Gross profit | -23,638 | -22,869 |
DISTRIBUTION, SELLING AND ADMINISTRATIVE COSTS | -28,198 | -27,386 |
Operating (loss) income | 4,560 | 4,517 |
Other expense (income)-net | 4,560 | 4,517 |
Equity in earnings of subsidiaries | -27,961 | -27,883 |
NET INCOME (LOSS) | -27,961 | -27,883 |
COMPREHENSIVE INCOME (LOSS) | ($27,961) | ($27,883) |
Guarantor_and_NonGuarantor_Con4
Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Schedule of Condensed Consolidating Statement of Cash Flows (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2015 | Mar. 29, 2014 |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | $101,693 | $31,089 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sales of property and equipment | 1,576 | 579 |
Purchases of property and equipment | -57,191 | -40,703 |
Insurance proceeds related to property and equipment | 2,771 | |
Purchase of industrial revenue bonds | -12,376 | |
Net cash used in investing activities | -65,220 | -40,124 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from debt borrowings | 12,376 | 385,450 |
Principal payments on debt and capital leases | -13,778 | -384,697 |
Proceeds from parent company common stock sales | 104 | |
Parent company common stock repurchased | -1,201 | -44 |
Net cash (used in) provided by financing activities | -2,603 | 813 |
Net (decrease) increase in cash and cash equivalents | 33,870 | -8,222 |
CASH AND CASH EQUIVALENTS-Beginning of period | 343,659 | 179,744 |
CASH AND CASH EQUIVALENTS-End of period | 377,529 | 171,522 |
US Foods, Inc. [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 92,859 | 20,737 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sales of property and equipment | 1,576 | 579 |
Purchases of property and equipment | -56,617 | -38,515 |
Insurance proceeds related to property and equipment | 2,771 | |
Purchase of industrial revenue bonds | -12,376 | |
Net cash used in investing activities | -64,646 | -37,936 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from debt borrowings | 12,376 | 385,450 |
Principal payments on debt and capital leases | -12,339 | -383,808 |
Capital contributions (distributions) | 6,606 | 6,782 |
Proceeds from parent company common stock sales | 104 | |
Parent company common stock repurchased | -1,201 | -44 |
Net cash (used in) provided by financing activities | 5,442 | 8,484 |
Net (decrease) increase in cash and cash equivalents | 33,655 | -8,715 |
CASH AND CASH EQUIVALENTS-Beginning of period | 342,583 | 178,872 |
CASH AND CASH EQUIVALENTS-End of period | 376,238 | 170,157 |
Guarantors [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 2,227 | 3,547 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | -574 | -2,180 |
Net cash used in investing activities | -574 | -2,180 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal payments on debt and capital leases | -1,439 | -889 |
Net cash (used in) provided by financing activities | -1,439 | -889 |
Net (decrease) increase in cash and cash equivalents | 214 | 478 |
CASH AND CASH EQUIVALENTS-Beginning of period | 1,074 | 872 |
CASH AND CASH EQUIVALENTS-End of period | 1,288 | 1,350 |
Non-Guarantors [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 6,607 | 6,805 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | -8 | |
Net cash used in investing activities | -8 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Capital contributions (distributions) | -6,606 | -6,782 |
Net cash (used in) provided by financing activities | -6,606 | -6,782 |
Net (decrease) increase in cash and cash equivalents | 1 | 15 |
CASH AND CASH EQUIVALENTS-Beginning of period | 2 | |
CASH AND CASH EQUIVALENTS-End of period | $3 | $15 |
Business_Segment_Information_S
Business Segment Information - Schedule of Quantitative Reconciliation of Adjusted EBITDA (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2015 | Mar. 29, 2014 |
Adjustments: | ||
Net LIFO reserve change | $24,000 | ($25,000) |
Acquisition related costs | -4,100 | |
Interest expense-net | -70,913 | -73,178 |
Income tax benefit (provision) | 35,693 | -9,163 |
Depreciation and amortization expense | -99,449 | -99,799 |
NET INCOME (LOSS) | 7,115 | -65,224 |
EBITDA [Member] | ||
Segment Information [Line Items] | ||
Adjusted EBITDA | 158,258 | 169,458 |
Adjustments: | ||
Sponsor fees | -2,531 | -2,586 |
Share-based compensation expense | -2,466 | -3,053 |
Net LIFO reserve change | 24,498 | -24,543 |
Business transformation costs | -9,472 | -12,200 |
Acquisition related costs | -15,122 | -4,111 |
Other | -11,381 | -6,049 |
EBITDA | 141,784 | 116,916 |
Interest expense-net | -70,913 | -73,178 |
Income tax benefit (provision) | 35,693 | -9,163 |
Depreciation and amortization expense | -99,449 | -99,799 |
NET INCOME (LOSS) | $7,115 | ($65,224) |
Business_Segment_Information_S1
Business Segment Information - Schedule of Quantitative Reconciliation of Adjusted EBITDA (Parenthetical) (Detail) (USD $) | 3 Months Ended | |
Mar. 28, 2015 | Mar. 29, 2014 | |
Segment Reporting [Abstract] | ||
Legal settlement charges | $16,000,000 | |
Insurance recovery gain | 10,063,000 | |
Acquisition related costs | 4,100,000 | |
Restructuring and tangible asset impairment charges | $200,000 |