Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 02, 2016 | Jul. 22, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jul. 2, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | USFD | |
Entity Registrant Name | US FOODS HOLDING CORP. | |
Entity Central Index Key | 1,665,918 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 220,608,733 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 02, 2016 | Jan. 02, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 115,406 | $ 517,802 |
Accounts receivable, less allowances of $22,313, and $22,623 | 1,271,192 | 1,233,978 |
Vendor receivables, less allowances of $2,298 and $1,566 | 154,109 | 101,449 |
Inventories | 1,182,495 | 1,112,967 |
Prepaid expenses | 69,836 | 73,787 |
Assets held for sale | 21,923 | 5,459 |
Other current assets | 14,115 | 14,991 |
Total current assets | 2,829,076 | 3,060,433 |
PROPERTY AND EQUIPMENT - Net | 1,754,684 | 1,768,885 |
GOODWILL | 3,898,096 | 3,875,719 |
OTHER INTANGIBLES - Net | 450,125 | 477,601 |
OTHER ASSETS | 63,654 | 56,721 |
TOTAL ASSETS | 8,995,635 | 9,239,359 |
CURRENT LIABILITIES: | ||
Bank checks outstanding | 176,824 | 191,314 |
Accounts payable | 1,365,131 | 1,078,865 |
Accrued expenses and other current liabilities | 398,693 | 470,005 |
Current portion of long-term debt | 73,077 | 62,639 |
Total current liabilities | 2,013,725 | 1,802,823 |
LONG-TERM DEBT | 3,798,189 | 4,682,149 |
DEFERRED TAX LIABILITIES | 455,198 | 455,794 |
OTHER LONG-TERM LIABILITIES | 380,662 | 386,975 |
Total liabilities | 6,647,774 | 7,327,741 |
COMMITMENTS AND CONTINGENCIES (Note 16) | ||
REDEEMABLE COMMON STOCK (Note 14) | 38,441 | |
SHAREHOLDERS' EQUITY: | ||
Common stock, $.01 par value - 600,000 shares authorized; 220,609 and 166,667 issued and outstanding as of July 2, 2016 and January 2, 2016, respectively | 2,206 | 1,667 |
Additional paid-in capital | 2,782,611 | 2,292,142 |
Accumulated deficit | (346,335) | (346,254) |
Accumulated other comprehensive loss | (90,621) | (74,378) |
Total Shareholders' equity | 2,347,861 | 1,873,177 |
TOTAL LIABILITIES AND EQUITY | $ 8,995,635 | $ 9,239,359 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jul. 02, 2016 | Jan. 02, 2016 |
Statement of Financial Position [Abstract] | ||
Allowances for accounts receivable | $ 22,313 | $ 22,623 |
Allowances for vendor receivables | $ 2,298 | $ 1,566 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 220,609,000 | 166,667,000 |
Common stock, shares outstanding | 220,609,000 | 166,667,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
NET SALES | $ 5,806,758 | $ 5,842,547 | $ 11,399,907 | $ 11,396,185 |
COST OF GOODS SOLD | 4,772,721 | 4,849,862 | 9,406,102 | 9,474,436 |
Gross profit | 1,034,037 | 992,685 | 1,993,805 | 1,921,749 |
OPERATING EXPENSES: | ||||
Distribution, selling and administrative costs | 922,240 | 919,287 | 1,786,554 | 1,804,862 |
Restructuring and tangible asset impairment charges | 13,360 | 51,439 | 24,137 | 52,593 |
Total operating expenses | 935,600 | 970,726 | 1,810,691 | 1,857,455 |
OPERATING INCOME | 98,437 | 21,959 | 183,114 | 64,294 |
ACQUISITION TERMINATION FEES-Net | 287,500 | 287,500 | ||
INTEREST EXPENSE-Net | 70,245 | 69,981 | 140,804 | 140,894 |
LOSS ON EXTINGUISHMENT OF DEBT | 42,149 | 42,149 | ||
(Loss) income before income taxes | (13,957) | 239,478 | 161 | 210,900 |
INCOME TAX (BENEFIT) PROVISION | (565) | 74,517 | 242 | 38,824 |
NET (LOSS) INCOME | (13,392) | 164,961 | (81) | 172,076 |
OTHER COMPREHENSIVE (LOSS) INCOME-Net of tax: | ||||
Changes in retirement benefit obligations, net of income tax | (18,876) | 4,200 | (16,243) | 8,400 |
COMPREHENSIVE (LOSS) INCOME | $ (32,269) | $ 169,161 | $ (16,324) | $ 180,476 |
NET (LOSS) INCOME PER SHARE | ||||
Basic | $ (0.07) | $ 0.97 | $ 1.01 | |
Diluted | $ (0.07) | $ 0.97 | $ 1.01 | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||||
Basic | 190,077,211 | 169,575,384 | 179,599,467 | 169,577,547 |
Diluted | 190,077,211 | 170,846,159 | 179,599,467 | 170,901,910 |
DISTRIBUTION DECLARED AND PAID | ||||
Distribution declared and paid per share (Note 12) | $ 3.94 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 02, 2016 | Jun. 27, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (81) | $ 172,076 |
Adjustments to reconcile Net (loss) income to Net cash provided by operating activities: | ||
Depreciation and amortization | 207,947 | 197,232 |
Gain on disposal of property and equipment - net | (7,511) | (274) |
Asset impairment charges | 125 | 6,293 |
LOSS ON EXTINGUISHMENT OF DEBT | 42,149 | |
Amortization of deferred financing costs | 4,866 | 7,619 |
Amortization of Old Senior Notes original issue premium | (1,664) | (1,664) |
Insurance proceeds related to operating activities | 7,083 | 13,568 |
Insurance benefit in Net (loss) income | (7,083) | (10,408) |
Deferred tax provision | 234 | 30,928 |
Share-based compensation expense | 9,667 | 5,313 |
Provision for doubtful accounts | 5,991 | 5,253 |
Changes in operating assets and liabilities, net of business acquisitions: | ||
Increase in receivables | (77,336) | (32,786) |
Increase in Inventories | (62,606) | (23,768) |
Decrease (increase) in prepaid expenses and other assets | 6,303 | (307,842) |
Increase in Accounts payable and Bank checks outstanding | 275,484 | 171,671 |
(Decrease) increase in accrued expenses and other liabilities | (102,155) | 32,107 |
Net cash provided by operating activities | 301,413 | 265,318 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of businesses-net of cash | (94,938) | |
Proceeds from sales of property and equipment | 8,665 | 1,908 |
Purchases of property and equipment | (66,743) | (111,028) |
Investment in noncontrolling interest | (7,658) | |
Insurance proceeds related to investing activities | 2,771 | |
Purchase of industrial revenue bonds | (20,654) | |
Net cash used in investing activities | (160,674) | (127,003) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from debt refinancings | 2,213,803 | |
Proceeds from other debt borrowings | 1,410,994 | 20,654 |
Principal payments on debt and capital leases | (3,208,276) | (26,369) |
Payment for debt financing costs and fees | (25,629) | (651) |
Redemption of Old Senior Notes | (1,376,927) | |
Net proceeds from initial public offering | 1,113,799 | |
Cash distribution to shareholders | (666,332) | |
Proceeds from common stock sales | 2,850 | |
Common stock repurchased | (7,417) | (2,446) |
Net cash used in financing activities | (543,135) | (8,812) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (402,396) | 129,503 |
CASH AND CASH EQUIVALENTS-Beginning of period | 517,802 | 343,659 |
CASH AND CASH EQUIVALENTS-End of period | 115,406 | 473,162 |
Cash paid during the period for: | ||
Interest (net of amounts capitalized) | 137,828 | 136,968 |
Income taxes paid-net of refunds | 3,708 | 146 |
Property and equipment purchases included in accounts payable | 12,695 | 11,669 |
Capital lease additions | 63,984 | $ 28,836 |
Contingent consideration payable for business acquisitions | $ 6,375 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 6 Months Ended |
Jul. 02, 2016 | |
Accounting Policies [Abstract] | |
Overview and Basis of Presentation | 1. OVERVIEW AND BASIS OF PRESENTATION US Foods Holding Corp., a Delaware corporation, and its consolidated subsidiaries are referred to here as “we,” “our,” “us,” “the Company,” or “US Foods.” US Foods conducts all of its operations through its wholly owned subsidiary US Foods, Inc. (“USF”). All of the indebtedness, as further described in Note 10, Debt, is an obligation of USF, and its subsidiaries. US Foods is controlled by investment funds associated with or designated by Clayton, Dubilier & Rice (“CD&R”), LLC and Kohlberg Kravis Roberts & Co., L.P. (“KKR”) collectively, (the “Sponsors”). Reverse Stock Split Initial Public Offering The Company used the net proceeds from the IPO of approximately $1,114 million (after the payment of underwriter discounts and commissions and offering expenses) to redeem $1,090 million principal amount, and pay the related $23 million early redemption premium, for USF’s 8.5% unsecured Senior Notes due June 30, 2019, (the “Old Senior Notes”). USF Public Filer Status Terminated Acquisition by Sysco On February 2, 2015, US Foods, USF and certain of its subsidiaries, and Sysco entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Performance Food Group, Inc. (“PFG”), through which PFG agreed to purchase, subject to the terms and conditions of the Asset Purchase Agreement, eleven USF distribution centers and related assets and liabilities, in connection with (and subject to) the closing of the Acquisition. On February 19, 2015, the U.S. Federal Trade Commission (the “FTC”) voted by a margin of 3-2 to seek to block the proposed Acquisition by filing a federal district court action in the District of Columbia for a preliminary injunction. The preliminary injunctive hearing in federal district court commenced on May 5, 2015 and, on June 23, 2015, the federal district court granted the FTC’s request for a preliminary injunction to block the proposed Acquisition. On June 26, 2015, US Foods, Sysco, Merger Sub One and Merger Sub Two entered into an agreement to terminate the Acquisition Agreement and Sysco paid a termination fee of $300 million to US Foods. Upon the termination of the Acquisition Agreement, the Asset Purchase Agreement automatically terminated and USF paid a termination fee of $12.5 million to PFG pursuant to the terms of the Asset Purchase Agreement. Business Description Basis of Presentation 52-week The accompanying 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 SEC. Accordingly, they do not include all the information and disclosures required by GAAP for annual financial statements. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Registration Statement. 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 January 2, 2016 Consolidated Balance Sheet which was included in the Registration Statement. 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 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. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jul. 02, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. RECENT ACCOUNTING PRONOUNCEMENTS In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which introduces a forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. This guidance is effective for fiscal years—and interim periods within those fiscal years—beginning after December 15, 2018, with early adoption permitted. The Company is currently reviewing the provisions of the new standard. In March 2016, the FASB issued ASU No. 2016-09, Compensation —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), . In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers, |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Jul. 02, 2016 | |
Business Combinations [Abstract] | |
Business Acquisitions | 3. BUSINESS ACQUISITIONS Business acquisitions during the 26-weeks ended July 2, 2016 included the stock of Freshway Foods, a produce processor, repacker, and distributor company, and certain assets of Cara Donna, a broadline distributor. Total consideration consisted of cash of approximately $96 million, plus $6 million for the estimated value of contingent consideration. On December 31, 2015, the Company purchased Dierks Waukesha Wholesale Foods, Inc., a broadline distributor for cash of $69 million. The acquisitions, made in order to expand the Company’s presence in certain geographic areas, are integrated into the Company’s foodservice distribution network and were funded with cash from operations. In March 2016, approximately $1 million was received as a purchase price adjustment related to the 2015 business acquisition resulting in minimal decreases to Property and equipment- net and Goodwill. The following table summarizes the purchase price allocations for the 2016 and 2015 business acquisitions (in thousands): 2016 2015 Accounts receivable 17,180 6,724 Inventories 6,922 7,022 Other current assets 474 702 Property and equipment 21,389 7,200 Goodwill 22,733 40,242 Other intangible assets 49,100 21,200 Accounts payable (12,263 ) (3,290 ) Accrued expenses and other current liabilities (7,365 ) (1,554 ) Long-term debt (2,514 ) — Deferred income taxes — (8,765 ) Cash paid for acquisitions $ 95,656 $ 69,481 The 2016 and 2015 acquisitions did not materially affect the Company’s results of operations or financial position and, therefore, pro forma financial information has not been provided. |
Inventories
Inventories | 6 Months Ended |
Jul. 02, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. INVENTORIES The Company’s inventories—consisting mainly of food and other foodservice-related products—are primarily considered finished goods. Inventory costs include the purchase price of the product and freight charges to deliver it to the Company’s warehouses, as well as depreciation and labor related to processing facilities and equipment, 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 July 2, 2016, and January 2, 2016, the LIFO balance sheet reserves were $116 million and $134 million, respectively. As a result of net changes in LIFO reserves, Cost of goods sold decreased $7 million and increased $2 million for the 13-weeks ended July 2, 2016 and June 27, 2015, respectively, and decreased $18 million and decreased $22 million for the 26-weeks ended July 2, 2016 and June 27, 2015, respectively. |
Accounts Receivable Financing P
Accounts Receivable Financing Program | 6 Months Ended |
Jul. 02, 2016 | |
Text Block [Abstract] | |
Accounts Receivable Financing Program | 5. ACCOUNTS RECEIVABLE FINANCING PROGRAM Under its accounts receivable financing program under the 2012 ABS Facility (the “2012 ABS Facility”), USF, and from time to time 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 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 July 2, 2016 or January 2, 2016. Included in the Company’s accounts receivable balance as of July 2, 2016 and January 2, 2016 was $957 million and $933 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 | 6 Months Ended |
Jul. 02, 2016 | |
Text Block [Abstract] | |
Assets Held for Sale | 6. 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, 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 Assets held for sale activity for the 26-weeks ended July 2, 2016 was as follows (in thousands): Balance at January 2, 2016 $ 5,459 Transfers in 19,183 Assets sold (2,594 ) Tangible asset impairment charges (125 ) Balance at July 2, 2016 $ 21,923 During the fiscal second quarter of 2016, the Baltimore distribution facility was closed and reclassified to Assets held for sale. Our Lakeland facility was sold in the fiscal second quarter of 2016 for proceeds of $5 million and a $2 million gain. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jul. 02, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 7. 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 lease or the estimated useful lives of the assets. At July 2, 2016 and January 2, 2016, Property and equipment-net included accumulated depreciation of $1,617 million and $1,517 million, respectively. Depreciation expense was $66 million and $61 million for the 13-weeks ended July 2, 2016 and June 27, 2015, respectively, and $131 million and $123 million for the 26-weeks ended July 2, 2016 and June 27, 2015, respectively. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 6 Months Ended |
Jul. 02, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | 8. GOODWILL AND OTHER INTANGIBLES Goodwill and Other intangible assets includes the cost of acquired businesses in excess of the fair value of the tangible net assets acquired. Other intangible assets include Customer relationships, Noncompete agreements, and 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 and Noncompete agreements intangible assets have definite lives, and are carried at the acquired fair value less accumulated amortization. Customer relationship and Noncompete agreements intangible assets are amortized over the estimated useful lives (four to ten years). Amortization expense was $39 million and $37 million for the 13-weeks ended July 2, 2016 and June 27, 2015, respectively, and $77 million and $74 million for the 26-weeks ended July 2, 2016 and June 27, 2015, respectively. Goodwill and Other intangibles, net, consisted of the following (in thousands): July 2, January 2, 2016 2016 Goodwill $ 3,898,096 $ 3,875,719 Other intangibles—net Customer relationships—amortizable: Gross carrying amount $ 1,417,951 $ 1,373,920 Accumulated amortization (1,220,999 ) (1,149,572 ) Net carrying value 196,952 224,348 Noncompete agreements—amortizable: Gross carrying amount 800 800 Accumulated amortization (427 ) (347 ) Net carrying value 373 453 Brand names and trademarks—not amortizing 252,800 252,800 Total Other intangibles—net $ 450,125 $ 477,601 The 2016 increase in Goodwill reflects the 2016 business acquisitions, partially offset by a purchase price adjustment related to the December 2015 acquisition. The 2016 increase in the gross carrying amount of Customer relationships is attributable to the 2016 business acquisitions of $49 million – see Note 3, Business Acquisitions – partially offset by the write-off of fully amortized Customer relationships intangible assets of $5 million. 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 28, 2015—the first day of the fiscal 2015 third quarter—with no impairments noted. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 02, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. FAIR VALUE MEASUREMENTS The Company follows the accounting standards for fair value, whereas fair value is a market-based measurement, not an entity-specific measurement. The Company’s fair value measurements are based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: • Level 1—observable inputs, such as quoted prices in active markets • Level 2—observable inputs other than those included in Level 1—such as quoted prices for similar assets and liabilities in active or inactive markets that are observable either directly or indirectly, or other inputs that are observable or can be corroborated by observable market data • Level 3—unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions Any transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy will be recognized 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 July 2, 2016 and January 2, 2016, 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 $ 11,306 $ — $ — $ 11,306 Balance at July 2, 2016 $ 11,306 $ — $ — $ 11,306 Recurring fair value measurements: Money market funds $ 113,700 $ — $ — $ 113,700 Balance at January 2, 2016 $ 113,700 $ — $ — $ 113,700 Nonrecurring fair value measurements: Contingent consideration payable for business acquisitions $ — $ — $ 6,375 $ 6,375 Balance at July 2, 2016 $ — $ — $ 6,375 $ 6,375 Nonrecurring fair value measurements: Assets held for sale $ — $ — $ 2,600 $ 2,600 Balance at January 2, 2016 $ — $ — $ 2,600 $ 2,600 Recurring Fair Value Measurements Money Market Funds Money market funds include highly liquid investments with a maturity of three or fewer months. They are valued using quoted market prices in active markets and are classified under Level 1 within the fair value hierarchy. Nonrecurring Fair Value Measurements Assets Held for Sale The Company records 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. Impairments on Assets held for sale in 2016 were immaterial. 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 USF’s total debt approximated $3.9 billion and $4.8 billion, as compared to its aggregate carrying value of $3.9 billion and $4.7 billion as of July 2, 2016 and January 2, 2016, respectively. The July 2, 2016 and January 2, 2016 fair value of USF’s 5.875% unsecured Senior Notes due June 15, 2024, (the “2016 Senior Notes”) and Old Senior Notes, estimated at $0.6 billion and $1.4 billion, respectively, was classified under Level 2 of the fair value hierarchy, with fair value based upon the closing market price at the end of the reporting period. The fair value of the balance of USF’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 USF’s overall credit risk. See Note 10, Debt for further description of USF’s debt. |
Debt
Debt | 6 Months Ended |
Jul. 02, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 10. DEBT As provided in Note 1, all indebtedness is an obligation of USF, and its subsidiaries. USF’s debt consisted of the following (in thousands): Debt Description Maturity Interest rate at July 2, 2016 July 2, 2016 January 2, 2016 ABL Facility October 20, 2020 5.25% $ 9,000 $ — 2012 ABS Facility September 30, 2018 1.60 265,000 586,000 Amended and Restated 2016 Term Loan (net of $14,334 of unamortized deferred financing costs, respectively) June 27, 2023 4.00 2,185,666 — Amended 2011 Term Loan (net of $9,848 of unamortized deferred financing costs, respectively) — — — 2,037,652 2016 Senior Notes (net of $7,661 of unamortized deferred financing costs) June 15, 2024 5.88 592,339 — Old Senior Notes (net of $13,441 of unamortized deferred financing costs) — — — 1,334,835 CMBS Fixed Facility (net of $1,013 and $1,473 of unamortized deferred financing costs, respectively) August 1, 2017 6.38 471,378 470,918 Obligations under capital leases 2018–2025 2.67 - 6.18 314,751 270,406 Other debt 2018–2031 5.75 - 9.00 33,132 33,325 Total debt 3,871,266 4,733,136 Add unamortized premium — 11,652 Current portion of long-term debt (73,077 ) (62,639 ) Long-term debt $ 3,798,189 $ 4,682,149 At July 2, 2016, $1.4 billion of the total debt was at a fixed rate and $2.5 billion was at a floating rate. Debt Transactions IPO Proceeds As discussed in Note 1, Overview and Basis of Presentation, in June 2016, US Foods completed its IPO. Net proceeds of $1,114 million were used to redeem $1,090 million in principal of USF’s Old Senior Notes and pay the related $23 million early redemption premium. The balance of the Old Senior Notes was redeemed with proceeds from the June 2016 refinancings further discussed below. June 2016 Refinancings In June 2016, USF entered into a series of transactions to refinance the $2,042 million principal of its senior secured term loan (the “Amended 2011 Term Loan”) and redeem the remaining $258 million principal of its Old Senior Notes. The Amended 2011 Term Loan was amended and restated to, among other things, increase the aggregate principal outstanding to $2,200 million (the “Amended and Restated 2016 Term Loan”). Additionally, USF issued $600 million in principal amount of 2016 Senior Notes. • Amended and Restated 2016 Term Loan Agreement – USF performed an analysis, by creditor, to determine if the terms of the newly Amended and Restated 2016 Term Loan were substantially different from the previous term loan facility. Based upon the analysis, it was determined that pre-existing lenders holding a significant portion of the previous term loan facility either elected not to participate in the newly amended facility, or had terms that were substantially different from their original loan agreements. As a result, a portion of the transaction was accounted for as an extinguishment of debt and the contemporaneous acquisition of new debt. Pre-existing lenders holding the remaining portion of the newly amended facility that had terms that were not substantially different from their original loan agreements were accounted for as a debt modification. • Old Senior Notes – The debt redemption and refinancing transactions completed in June 2016 resulted in a loss on extinguishment of debt of $42 million, consisting of a $29 million early redemption premium related to the Old Senior Notes, $7 million of lender and third party fees, and a $6 million write-off of certain pre-existing unamortized debt issuance costs and premiums related to the refinanced and redeemed facilities. Unamortized debt issuance costs of $4 million related to the portion of the Amended 2011 Term Loan refinancing accounted for as a debt modification will be carried forward and amortized through June 27, 2023—the maturity date of the Amended and Restated 2016 Term Loan. Following is a description of each of USF’s debt instruments outstanding as of July 2, 2016: Revolving Credit Agreement– As of July 2, 2016, USF had $9 million of outstanding borrowings and had issued letters of credit totaling $391 million under the ABL Facility. Outstanding letters of credit included: (1) $70 million issued to secure USF’s obligations with respect to certain facility leases, (2) $318 million issued in favor of certain commercial insurers securing USF’s obligations with respect to its self-insurance program, and (3) $3 million in letters of credit for other obligations. There was available capacity on the ABL Facility of $881 million at July 2, 2016. As of July 2, 2016, on Tranche A-1 borrowings, USF can periodically elect to pay interest at an alternative base rate (“ABR”), as defined in USF’s credit agreements, plus 1.75% or the London Inter Bank Offered Rate (“LIBOR”) plus 2.75%. On Tranche A borrowings, USF can periodically elect to pay interest at ABR plus 0.50% or LIBOR plus 1.50%. The ABL Facility also carries letter of credit fees of 1.25% and an unused commitment fee of 0.25%. Accounts Receivable Financing Program– The maximum capacity under the 2012 ABS Facility is $800 million. Borrowings under the 2012 ABS Facility were $265 million and $586 million at July 2, 2016 and January 2, 2016, respectively. USF, 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 $446 million at July 2, 2016 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 0.55%. 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 0.55%. Amended and Restated 2016 Term Loan Agreement– 2016 Senior Notes– CMBS Fixed Facility– Other Debt– Security Interests Substantially all of USF’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 USF. The CMBS Fixed Facility is collateralized by mortgages on 34 related properties. USF’s obligations under the Amended and Restated 2016 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 USF and its subsidiaries not pledged under the 2012 ABS Facility or the CMBS Fixed Facility. The Amended and Restated 2016 Term Loan has priority over certain collateral securing the ABL Facility, and it has second priority to collateral securing the ABL Facility. As of July 2, 2016, nine properties remain in a special purpose, bankruptcy remote subsidiary, and are not pledged as collateral under any of USF’s debt agreements. Restrictive Covenants USF’s credit facilities, loan agreements and indentures contain customary covenants. These include, among other things, covenants that restrict USF’s ability to incur certain additional indebtedness, create or permit liens on assets, pay dividends, or engage in mergers or consolidations. As of July 2, 2016, USF had $380 million of restricted payment capacity, and $1,959 million of its net assets were restricted under these covenants. Certain debt agreements also contain customary events of default. 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, USF would be forced to seek new financing that may not be on as favorable terms as its current facilities. USF’s ability to refinance its indebtedness on favorable terms—or at all—is directly affected by the current economic and financial conditions. In addition, USF’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 | 6 Months Ended |
Jul. 02, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Liabilities | 11. RESTRUCTURING LIABILITIES The following table summarizes the changes in the restructuring liabilities for the 26-weeks ended July 2, 2016 (in thousands): Severance and Facility Closing Total Related Costs Costs Balance at January 2, 2016 $ 118,634 $ 210 $ 118,844 Current period charges 24,469 2,563 27,032 Change in estimate (3,020 ) — (3,020 ) Payments and usage—net of accretion (31,354 ) (2,015 ) (33,369 ) Balance at July 2, 2016 $ 108,729 $ 758 $ 109,487 The Company periodically closes or consolidates distribution facilities and implements initiatives in its ongoing efforts to reduce costs and improve operating effectiveness. In connection with these activities, the Company incurs various costs including multiemployer pension withdrawal liabilities, severance and other employee separation costs that are included in the above table. During the 26-weeks ended July 2, 2016, the Company incurred additional Severance and Related Costs of $21 million associated with its plan to streamline its field organization model and its decision to close its Baltimore, Maryland distribution facility. Additionally, the Company incurred $3 million related to an unused facility lease settlement. At July 2, 2016, Severance and Related Costs consisted of $86 million of multiemployer pension withdrawal liabilities of which $36 million related to distribution facilities closed prior to 2015 and payable through 2031 at interest rates ranging from 5.9% to 6.5%. Also included was $50 million of estimated withdrawal liability related to the closure of the Baltimore, Maryland distribution facility. The calendar 2015 pension withdrawal estimate was based on the latest available information received from the respective plans’ administrator. Actual results could materially differ from initial estimates due to changes in market conditions and changes in the funded status of the related multiemployer pension plans. The balance of Severance and Related Costs of $23 million is primarily related to the Company’s initiative to reorganize its field operations model. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 02, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. RELATED PARTY TRANSACTIONS The Company was a party to consulting agreements with each of the Sponsors pursuant to which each Sponsor provided the Company with ongoing consulting and management advisory services and received fees and reimbursement of related out of pocket expenses. For each of the 13-week and 26-week periods ended July 2, 2016 and June 27, 2015, the Company recorded $2 million and $5 million, respectively, in fees and expenses, in the aggregate. On June 1, 2016, the agreements with each of the Sponsors were terminated for an aggregate termination fee of $30.7 million. The termination fees are reported in Distribution, selling and administrative costs in the Consolidated Statements of Comprehensive Income (Loss). Investment funds or accounts managed or advised by an affiliate of KKR held less than 1% of the Company’s outstanding debt as of July 2, 2016. KKR Capital Markets LLC, an affiliate of KKR, received underwriter discounts and commissions of $5 million in connection with the Company’s IPO, described in Note 1, Overview and Basis of Presentation, and $1 million for services rendered in connection with the June 2016 USF debt refinancing transactions described in Note 10, Debt. On January 8, 2016, the Company paid a $666 million, or $3.94 per share, one-time special cash distribution to its shareholders of record (including holders of unvested RSAs) as of January 4, 2016, of which $657 million was paid to the Sponsors. The distribution was funded with cash on hand and approximately $314 million of additional borrowings under USF’s credit facilities. The Company has no current plans to pay future dividends on its common stock, and has never paid dividends on its common stock, other than the January 2016 one-time cash distribution. Any decision to declare and pay dividends in the future will be made at the sole discretion of our Board of Directors, and could be limited by USF debt covenants. |
Retirement Plans
Retirement Plans | 6 Months Ended |
Jul. 02, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement Plans | 13. RETIREMENT PLANS The Company sponsors defined benefit and defined contribution plans for its employees 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 are provided below (in thousands): 13-Weeks Ended Pension Benefits Other Postretirement July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Service cost $ 959 $ 10,134 $ 10 $ 10 Interest cost 10,413 10,150 74 66 Expected return on plan assets (11,927 ) (13,299 ) — — Amortization of prior service cost (credit) 40 49 1 (15 ) Amortization of net loss (gain) 2,268 3,513 (18 ) 3 Settlements 750 650 — — Net periodic benefit costs $ 2,503 $ 11,197 $ 67 $ 64 26-weeks Ended Pension Benefits Other Postretirement July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Service cost $ 1,925 $ 20,268 $ 19 $ 19 Interest cost 20,230 20,300 148 132 Expected return on plan assets (24,148 ) (26,597 ) — — Amortization of prior service cost (credit) 79 98 3 (31 ) Amortization of net loss (gain) 4,128 7,026 (36 ) 7 Settlements 1,500 1,300 — — Net periodic benefit costs $ 3,714 $ 22,395 $ 134 $ 127 In the second quarter of 2016, the Company recorded a $22 million increase to its pension obligation, with a corresponding increase to Accumulated other comprehensive loss, to correct a computational error related to the September 30, 2015 USF pension plan freeze. The Company determined the error did not materially impact the financial statements for any of the periods reported. The fiscal year 2016 decrease in net periodic pension benefit costs is primarily attributable to the September 30, 2015 USF pension plan freeze. The Company contributed $36 million and $48 million to its defined benefit plans during the 26-week periods ended July 2, 2016 and June 27, 2015, respectively. The Company has funded all required contributions to the Company-sponsored pension plans for fiscal year 2016. The Company’s employees are eligible to participate in a Company sponsored defined contribution 401(k) Plan which provides for Company matching on the participant’s contributions of up to 100% of the first 3% of participant’s compensation and 50% of the next 2% of a participant’s compensation, for a maximum Company matching contribution of 4%. During 2015, Company matching on the participant’s contributions were 50% of the first 6% of a participant’s compensation. The Company’s contributions to this plan were $10 million and $6 million for the 13-weeks ended July 2, 2016 and June 27, 2015, respectively. The Company’s contributions to this plan were $22 million and $14 million for the 26-weeks ended July 2, 2016 and June 27, 2015, respectively. The Company also contributes to numerous multiemployer pension plans under the terms of certain of its collective bargaining agreements that cover its union-represented employees. The Company does not administer these multiemployer pension plans. The Company’s contributions to these plans were $8 million and $9 million for the 13-week periods ended July 2, 2016 and June 27, 2015. The Company’s contributions to these plans were $16 million and $17 million for the 26-week periods ended July 2, 2016 and June 27, 2015. |
Redeemable Common Stock
Redeemable Common Stock | 6 Months Ended |
Jul. 02, 2016 | |
Text Block [Abstract] | |
Redeemable Common Stock | 14. REDEEMABLE COMMON STOCK Redeemable common stock is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Prior to the Company’s IPO, common stock owned by management and key employees gave the holder, via the management stockholder’s agreement, the right to require the Company to repurchase all of his or her restricted common stock in the event of a termination of employment due to death or disability. If an employee terminated for any reason other than death or disability, the contingent put option was cancelled. Since this redemption feature, or put option, was outside of the control of the Company, the value of the shares was shown outside of permanent equity as Redeemable common stock. In addition to the value of the common stock held, stock-based awards with similar underlying common stock were also recorded in Redeemable common stock. Redeemable common stock included values for common stock issuances to key employees, vested restricted shares, vested restricted stock units and vested stock option awards. In connection the Company’s IPO, the management stockholder’s agreement was amended to remove the put option; therefore the common stock no longer has a redemption feature that is outside the Company’s control and could require the Company to redeem these shares. Accordingly, the entire amount reflected in Redeemable common stock was reclassified to Shareholders’ equity during the second quarter of 2016. Based on the current redemption feature of the common stock, there will be no amounts attributed to Redeemable common stock in future periods. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jul. 02, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 15. EARNINGS PER SHARE The Company computes earnings per share (“EPS”) in accordance with ASC 260, Earnings per Share Basic EPS is computed by dividing income or loss available to common stockholders by the weighted average number of shares of common stock, shares in Redeemable common stock, if any, (including common stock issuances to key employees, vested restricted shares and vested restricted stock units) and non-vested restricted shares outstanding for the year. Diluted EPS is computed using the weighted average number of shares of common stock, shares in Redeemable common stock, for the 13-week and 26-week periods ended June 27, 2015, and non-vested restricted shares outstanding for the period, plus the effect of potentially dilutive securities. Stock options and unvested restricted stock units are considered potentially dilutive securities. For the 13-week and 26-week periods ended July 2, 2016, potentially dilutive securities were not included in the computation because the effect would be anti-dilutive. The following table sets forth the computation of basic and diluted earnings per share: 13-Weeks Ended 26-Weeks Ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Numerator: Net (loss) income (in thousands) $ (13,392 ) $ 164,961 $ (81 ) $ 172,076 Denominator: Weighted-average common shares outstanding 190,077,211 169,575,384 179,599,467 169,577,547 Dilutive effect of Share-based awards — 1,270,775 — 1,324,363 Weighted-average dilutive shares outstanding 190,077,211 170,846,159 179,599,467 170,901,910 Basic (loss) income per share $ (0.07 ) $ 0.97 $ — $ 1.01 Diluted income per share $ (0.07 ) $ 0.97 $ — $ 1.01 For the 13-week and 26-week periods ended July 2, 2016, Share-based awards totaling 10,290,392, were not included in the computation of diluted income (loss) per share because their inclusion would be anti-dilutive. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss | 6 Months Ended |
Jul. 02, 2016 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Loss | 16. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS The following table presents changes in Accumulated other comprehensive loss by component for the periods presented (in thousands): 13-Weeks Ended 26-Weeks Ended July 2, June 27, July 2, June 27, Accumulated Other Comprehensive Loss Components 2016 2015 2016 2015 Defined benefit retirement plans: Accumulated Other Comprehensive Loss beginning of period (1) $ (71,745 ) $ (153,841 ) $ (74,378 ) $ (158,041 ) Reclassification adjustments: Amortization of prior service cost 41 34 82 67 Amortization of net loss 2,250 3,516 4,092 7,033 Settlements (2)(3) 750 650 1,500 1,300 Prior year correction (5) (21,917 ) — (21,917 ) — Total before income tax (2)(3) (18,876 ) 4,200 (16,243 ) 8,400 Income tax provision (4) — — — — Current period Comprehensive (Loss) Income—net of tax (18,876 ) 4,200 (16,243 ) 8,400 Accumulated Other Comprehensive Loss end of period (1) $ (90,621 ) $ (149,641 ) $ (90,621 ) $ (149,641 ) (1) Amounts are presented net of tax. (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 Consolidated Statements of Comprehensive Income. (4) No impact due to the Company’s full valuation allowance. See Note 17, Income Taxes. (5) Correction of a computational error related to a third quarter 2015 pension curtailment. See Note, 13 Retirement Plans for additional information. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 02, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. 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 based on enacted tax law, permanent differences between book and tax items, tax credits and the Company’s change in relative income in each jurisdiction. The Company estimated its annual effective tax rate for the full fiscal year and applied the annual effective tax rate to the results of the 26-weeks ended July 2, 2016 and June 27, 2015 for purposes of determining its year to date tax expense (benefit). The valuation allowance against the net deferred tax assets was $152 million at January 2, 2016. The valuation allowance against the net deferred tax assets increased $6 million during the 26-weeks ended July 2, 2016, which resulted in a $158 million total valuation allowance at July 2, 2016. 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 July 2, 2016 and June 27, 2015 of 4 % and 31%, respectively, varied from the 35% federal statutory rate primarily due to a change in the valuation allowance. During the 13-weeks ended July 2, 2016 and June 27, 2015, the valuation allowance increased $6 million and decreased $17 million, respectively. The increase in the valuation allowance during the 13-weeks ended July 2, 2016 was primarily related to a reduction of the year to date income as compared to the 13-weeks ended April 2, 2016. Additionally, the effective tax rate for the 13-weeks ended July 2, 2016 was impacted by the recognition of various discrete tax items. The discrete tax items were not material individually or in the aggregate, however, they had a significant impact on the effective tax rate on a percentage basis as compared to the ordinary loss of $14 million for the 13-weeks ended July 2, 2016. The decrease in the valuation allowance during the 13-weeks ended June 27, 2015 was primarily the result of an increase in the estimated ordinary income for the full-year which was impacted by the $300 million termination fee received pursuant to the terminated Acquisition Agreement, offset by an increase in the valuation allowance as compared to the 13-weeks ended March 28, 2015 that was primarily the result of the application of the estimated annual effective tax rate to the year to date ordinary loss in the 13-weeks ended March 28, 2015. In determining the estimated annual effective tax rate for fiscal 2015 in the 13-weeks ended March 28, 2015, the Company estimated an increase in the valuation allowance due to an increase in deferred tax liabilities related to indefinite-lived intangibles. While the company estimated ordinary income and an increase in the valuation allowance for the full fiscal year, the valuation allowance as of March 28, 2015 decreased as a result of the application of the annual effective tax rate to the year to date ordinary loss. The effective tax rate of 150% for the 26-weeks ended July 2, 2016 varied from the 35% federal statutory rate primarily as a result of a change in the valuation allowance and the recognition of various discrete tax items. The discrete tax items were not material individually or in the aggregate, however, they had a significant impact on the effective tax rate on a percentage basis as compared to the year to date ordinary income of $ 0.2 million. The effective tax rate of 18% for the 26-weeks ended June 27, 2015 varied from the 35% federal statutory rate primarily due to a change in the valuation allowance. During the 26-weeks ended June 27, 2015, the valuation allowance decreased $40 million. The $40 million decrease was the result of an increase in the estimated ordinary income for the full-year which was impacted by the $300 million termination fee received pursuant to the terminated Acquisition Agreement, offset by an increase in the valuation allowance due to an increase in deferred tax liabilities related to indefinite-lived intangibles. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 02, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 18. COMMITMENTS AND CONTINGENCIES Purchase Commitments To minimize fuel cost risk, the Company enters into forward purchase commitments for a portion of its projected diesel fuel requirements. At July 2, 2016, the Company had diesel fuel forward purchase commitments totaling $122 million through September 2017. The Company also enters into forward purchase agreements for electricity. At July 2, 2016, the Company had electricity forward purchase commitments totaling $10 million through March 2018. The Company does not measure its forward purchase commitments for fuel and electricity at fair value, as the amounts under contract meet the physical delivery criteria in the normal purchase exception under GAAP guidance. Legal Proceedings |
Business Segment Information
Business Segment Information | 6 Months Ended |
Jul. 02, 2016 | |
Segment Reporting [Abstract] | |
Business Segment Information | 19. 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) Restructuring and tangible asset impairment charges; (3) Share-based compensation (4) the non-cash impact of LIFO adjustments; (5) Loss on extinguishment of debt (6) Business transformation costs; (7) Acquisition-related costs; (8) Acquisition termination fees–net; and (9) 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. 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 a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is Net (loss) income for the periods presented (in thousands): 13-Weeks Ended 26-Weeks Ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Adjusted EBITDA $ 260,183 $ 236,399 $ 462,836 $ 394,657 Adjustments: Sponsor fees (1) (33,214 ) (2,513 ) (35,691 ) (5,044 ) Restructuring and tangible asset impairment charges (2) (13,360 ) (51,439 ) (24,137 ) (52,593 ) Share-based compensation expense (3) (4,881 ) (2,847 ) (9,667 ) (5,313 ) LIFO reserve change (4) 6,683 (2,644 ) 17,742 21,854 Loss on extinguishment of debt (5) (42,149 ) — (42,149 ) — Business transformation costs (6) (6,535 ) (10,521 ) (15,771 ) (19,993 ) Acquisition related costs (7) — (40,877 ) (671 ) (55,985 ) Acquisition termination fees–net (8) — 287,500 — 287,500 Other (9) (5,300 ) (5,815 ) (3,580 ) (16,057 ) EBITDA 161,427 407,243 348,912 549,026 Interest expense–net (70,245 ) (69,981 ) (140,804 ) (140,894 ) Income tax benefit (provision) 565 (74,517 ) (242 ) (38,824 ) Depreciation and amortization expense (105,139 ) (97,784 ) (207,947 ) (197,232 ) Net (loss) income $ (13,392 ) $ 164,961 $ (81 ) $ 172,076 (1) Consists of fees paid to the Sponsors for consulting and management advisory services. On June 1, 2016, the consulting and management agreements with each of the Sponsors were terminated for an aggregate termination fee of $31 million. (2) Consists primarily of facility related closing costs, including severance and related costs, tangible asset impairment charges, organizational realignment costs and estimated multiemployer pension withdrawal liabilities. (3) Share-based compensation expense for vesting of stock awards. (4) Represents the non-cash impact of LIFO reserve adjustments. (5) Includes fees paid to debt holders, third party costs, early redemption premium, and the write off of certain pre-existing unamortized debt issuance costs, partially offset by the write-off of unamortized issue premium. See Note 10, Debt. (6) Consists primarily of costs related to significant process and systems redesign, across multiple functions. (7) Consists of costs related to the Acquisition, including certain employee retention costs. (8) Consists of net fees received in connection with the termination of the Acquisition Agreement. (9) Other includes gains, losses or charges as specified under USF’s debt agreements. The 2016 balance includes a $7 million insurance benefit, primarily offset by IPO readiness costs and brand re-launch and marketing costs. The 2015 balance primarily includes a $16 million legal settlement charge and a $10 million insurance benefit. |
Recent Accounting Pronounceme25
Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jul. 02, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which introduces a forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. This guidance is effective for fiscal years—and interim periods within those fiscal years—beginning after December 15, 2018, with early adoption permitted. The Company is currently reviewing the provisions of the new standard. In March 2016, the FASB issued ASU No. 2016-09, Compensation —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), . In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers, |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 6 Months Ended |
Jul. 02, 2016 | |
Business Combinations [Abstract] | |
Purchase Price Allocations for Business Acquisitions | The following table summarizes the purchase price allocations for the 2016 and 2015 business acquisitions (in thousands): 2016 2015 Accounts receivable 17,180 6,724 Inventories 6,922 7,022 Other current assets 474 702 Property and equipment 21,389 7,200 Goodwill 22,733 40,242 Other intangible assets 49,100 21,200 Accounts payable (12,263 ) (3,290 ) Accrued expenses and other current liabilities (7,365 ) (1,554 ) Long-term debt (2,514 ) — Deferred income taxes — (8,765 ) Cash paid for acquisitions $ 95,656 $ 69,481 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 6 Months Ended |
Jul. 02, 2016 | |
Text Block [Abstract] | |
Schedule of Assets Held for Sale Activity | The Assets held for sale activity for the 26-weeks ended July 2, 2016 was as follows (in thousands): Balance at January 2, 2016 $ 5,459 Transfers in 19,183 Assets sold (2,594 ) Tangible asset impairment charges (125 ) Balance at July 2, 2016 $ 21,923 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 6 Months Ended |
Jul. 02, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Other Intangibles, Net | Goodwill and Other intangibles, net, consisted of the following (in thousands): July 2, January 2, 2016 2016 Goodwill $ 3,898,096 $ 3,875,719 Other intangibles—net Customer relationships—amortizable: Gross carrying amount $ 1,417,951 $ 1,373,920 Accumulated amortization (1,220,999 ) (1,149,572 ) Net carrying value 196,952 224,348 Noncompete agreements—amortizable: Gross carrying amount 800 800 Accumulated amortization (427 ) (347 ) Net carrying value 373 453 Brand names and trademarks—not amortizing 252,800 252,800 Total Other intangibles—net $ 450,125 $ 477,601 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 02, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis | The Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis as of July 2, 2016 and January 2, 2016, 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 $ 11,306 $ — $ — $ 11,306 Balance at July 2, 2016 $ 11,306 $ — $ — $ 11,306 Recurring fair value measurements: Money market funds $ 113,700 $ — $ — $ 113,700 Balance at January 2, 2016 $ 113,700 $ — $ — $ 113,700 Nonrecurring fair value measurements: Contingent consideration payable for business acquisitions $ — $ — $ 6,375 $ 6,375 Balance at July 2, 2016 $ — $ — $ 6,375 $ 6,375 Nonrecurring fair value measurements: Assets held for sale $ — $ — $ 2,600 $ 2,600 Balance at January 2, 2016 $ — $ — $ 2,600 $ 2,600 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jul. 02, 2016 | |
Debt Disclosure [Abstract] | |
Components of Debt | USF’s debt consisted of the following (in thousands): Debt Description Maturity Interest rate at July 2, 2016 July 2, 2016 January 2, 2016 ABL Facility October 20, 2020 5.25% $ 9,000 $ — 2012 ABS Facility September 30, 2018 1.60 265,000 586,000 Amended and Restated 2016 Term Loan (net of $14,334 of unamortized deferred financing costs, respectively) June 27, 2023 4.00 2,185,666 — Amended 2011 Term Loan (net of $9,848 of unamortized deferred financing costs, respectively) — — — 2,037,652 2016 Senior Notes (net of $7,661 of unamortized deferred financing costs) June 15, 2024 5.88 592,339 — Old Senior Notes (net of $13,441 of unamortized deferred financing costs) — — — 1,334,835 CMBS Fixed Facility (net of $1,013 and $1,473 of unamortized deferred financing costs, respectively) August 1, 2017 6.38 471,378 470,918 Obligations under capital leases 2018–2025 2.67 - 6.18 314,751 270,406 Other debt 2018–2031 5.75 - 9.00 33,132 33,325 Total debt 3,871,266 4,733,136 Add unamortized premium — 11,652 Current portion of long-term debt (73,077 ) (62,639 ) Long-term debt $ 3,798,189 $ 4,682,149 |
Restructuring Liabilities (Tabl
Restructuring Liabilities (Tables) | 6 Months Ended |
Jul. 02, 2016 | |
Restructuring and Related Activities [Abstract] | |
Summary of Changes in Restructuring Liabilities | The following table summarizes the changes in the restructuring liabilities for the 26-weeks ended July 2, 2016 (in thousands): Severance and Facility Closing Total Related Costs Costs Balance at January 2, 2016 $ 118,634 $ 210 $ 118,844 Current period charges 24,469 2,563 27,032 Change in estimate (3,020 ) — (3,020 ) Payments and usage—net of accretion (31,354 ) (2,015 ) (33,369 ) Balance at July 2, 2016 $ 108,729 $ 758 $ 109,487 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 6 Months Ended |
Jul. 02, 2016 | |
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 are provided below (in thousands): 13-Weeks Ended Pension Benefits Other Postretirement July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Service cost $ 959 $ 10,134 $ 10 $ 10 Interest cost 10,413 10,150 74 66 Expected return on plan assets (11,927 ) (13,299 ) — — Amortization of prior service cost (credit) 40 49 1 (15 ) Amortization of net loss (gain) 2,268 3,513 (18 ) 3 Settlements 750 650 — — Net periodic benefit costs $ 2,503 $ 11,197 $ 67 $ 64 26-weeks Ended Pension Benefits Other Postretirement July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Service cost $ 1,925 $ 20,268 $ 19 $ 19 Interest cost 20,230 20,300 148 132 Expected return on plan assets (24,148 ) (26,597 ) — — Amortization of prior service cost (credit) 79 98 3 (31 ) Amortization of net loss (gain) 4,128 7,026 (36 ) 7 Settlements 1,500 1,300 — — Net periodic benefit costs $ 3,714 $ 22,395 $ 134 $ 127 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jul. 02, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share: 13-Weeks Ended 26-Weeks Ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Numerator: Net (loss) income (in thousands) $ (13,392 ) $ 164,961 $ (81 ) $ 172,076 Denominator: Weighted-average common shares outstanding 190,077,211 169,575,384 179,599,467 169,577,547 Dilutive effect of Share-based awards — 1,270,775 — 1,324,363 Weighted-average dilutive shares outstanding 190,077,211 170,846,159 179,599,467 170,901,910 Basic (loss) income per share $ (0.07 ) $ 0.97 $ — $ 1.01 Diluted income per share $ (0.07 ) $ 0.97 $ — $ 1.01 |
Changes in Accumulated Other 34
Changes in Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jul. 02, 2016 | |
Equity [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Loss | The following table presents changes in Accumulated other comprehensive loss by component for the periods presented (in thousands): 13-Weeks Ended 26-Weeks Ended July 2, June 27, July 2, June 27, Accumulated Other Comprehensive Loss Components 2016 2015 2016 2015 Defined benefit retirement plans: Accumulated Other Comprehensive Loss beginning of period (1) $ (71,745 ) $ (153,841 ) $ (74,378 ) $ (158,041 ) Reclassification adjustments: Amortization of prior service cost 41 34 82 67 Amortization of net loss 2,250 3,516 4,092 7,033 Settlements (2)(3) 750 650 1,500 1,300 Prior year correction (5) (21,917 ) — (21,917 ) — Total before income tax (2)(3) (18,876 ) 4,200 (16,243 ) 8,400 Income tax provision (4) — — — — Current period Comprehensive (Loss) Income—net of tax (18,876 ) 4,200 (16,243 ) 8,400 Accumulated Other Comprehensive Loss end of period (1) $ (90,621 ) $ (149,641 ) $ (90,621 ) $ (149,641 ) (1) Amounts are presented net of tax. (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 Consolidated Statements of Comprehensive Income. (4) No impact due to the Company’s full valuation allowance. See Note 17, Income Taxes. (5) Correction of a computational error related to a third quarter 2015 pension curtailment. See Note, 13 Retirement Plans for additional information. |
Business Segment Information (T
Business Segment Information (Tables) | 6 Months Ended |
Jul. 02, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Quantitative Reconciliation of Adjusted EBITDA | The following is a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is Net (loss) income for the periods presented (in thousands): 13-Weeks Ended 26-Weeks Ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Adjusted EBITDA $ 260,183 $ 236,399 $ 462,836 $ 394,657 Adjustments: Sponsor fees (1) (33,214 ) (2,513 ) (35,691 ) (5,044 ) Restructuring and tangible asset impairment charges (2) (13,360 ) (51,439 ) (24,137 ) (52,593 ) Share-based compensation expense (3) (4,881 ) (2,847 ) (9,667 ) (5,313 ) LIFO reserve change (4) 6,683 (2,644 ) 17,742 21,854 Loss on extinguishment of debt (5) (42,149 ) — (42,149 ) — Business transformation costs (6) (6,535 ) (10,521 ) (15,771 ) (19,993 ) Acquisition related costs (7) — (40,877 ) (671 ) (55,985 ) Acquisition termination fees–net (8) — 287,500 — 287,500 Other (9) (5,300 ) (5,815 ) (3,580 ) (16,057 ) EBITDA 161,427 407,243 348,912 549,026 Interest expense–net (70,245 ) (69,981 ) (140,804 ) (140,894 ) Income tax benefit (provision) 565 (74,517 ) (242 ) (38,824 ) Depreciation and amortization expense (105,139 ) (97,784 ) (207,947 ) (197,232 ) Net (loss) income $ (13,392 ) $ 164,961 $ (81 ) $ 172,076 (1) Consists of fees paid to the Sponsors for consulting and management advisory services. On June 1, 2016, the consulting and management agreements with each of the Sponsors were terminated for an aggregate termination fee of $31 million. (2) Consists primarily of facility related closing costs, including severance and related costs, tangible asset impairment charges, organizational realignment costs and estimated multiemployer pension withdrawal liabilities. (3) Share-based compensation expense for vesting of stock awards. (4) Represents the non-cash impact of LIFO reserve adjustments. (5) Includes fees paid to debt holders, third party costs, early redemption premium, and the write off of certain pre-existing unamortized debt issuance costs, partially offset by the write-off of unamortized issue premium. See Note 10, Debt. (6) Consists primarily of costs related to significant process and systems redesign, across multiple functions. (7) Consists of costs related to the Acquisition, including certain employee retention costs. (8) Consists of net fees received in connection with the termination of the Acquisition Agreement. (9) Other includes gains, losses or charges as specified under USF’s debt agreements. The 2016 balance includes a $7 million insurance benefit, primarily offset by IPO readiness costs and brand re-launch and marketing costs. The 2015 balance primarily includes a $16 million legal settlement charge and a $10 million insurance benefit. |
Overview and Basis of Present36
Overview and Basis of Presentation - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jun. 01, 2016USD ($)$ / sharesshares | Jun. 27, 2015USD ($) | Jul. 02, 2016USD ($)$ / sharesshares | Jun. 27, 2015USD ($) | Jan. 02, 2016$ / sharesshares | Jun. 29, 2013USD ($) |
Basis Of Presentation [Line Items] | ||||||
Reverse stock split ratio | 2.7 | |||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||
Common stock, shares authorized | shares | 600,000,000 | 600,000,000 | ||||
Reclassification to Additional paid-in-capital | $ 3,000 | |||||
Proceeds from IPO | $ 1,113,799 | $ 1,113,799 | ||||
Aggregate principal amount of Senior Notes exchanged | $ 1,350,000 | |||||
IPO [Member] | ||||||
Basis Of Presentation [Line Items] | ||||||
Transaction date | Jun. 1, 2016 | |||||
Number of shares sold | shares | 51,111,111 | |||||
Price per share | $ / shares | $ 23 | |||||
Price per share net of underwriting discounts | $ / shares | $ 21.9075 | |||||
Exercise by underwriters' option to purchase | shares | 6,666,667 | |||||
Sysco Corporation [Member] | ||||||
Basis Of Presentation [Line Items] | ||||||
Date of Acquisition | Dec. 8, 2013 | |||||
Termination fees in connection with termination of acquisition agreement | $ 300,000 | $ 300,000 | $ 300,000 | |||
PFG [Member] | ||||||
Basis Of Presentation [Line Items] | ||||||
Termination fees in connection with termination of acquisition agreement | $ 12,500 | |||||
Senior Notes [Member] | ||||||
Basis Of Presentation [Line Items] | ||||||
Proceeds from IPO | $ 1,113,799 | |||||
Principal redeemed | 1,090,000 | |||||
Redemption premium | $ 23,000 | |||||
Interest Rate | 8.50% | 5.88% | ||||
Contractual Maturity | Jun. 30, 2019 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) $ in Millions | Dec. 31, 2015USD ($)Business | Mar. 31, 2016USD ($) | Jul. 02, 2016USD ($)Business |
Loans At Acquisition Date [Line Items] | |||
Cash consideration for acquisition | $ | $ 96 | ||
Contingent consideration for acquisition | $ | $ 6 | ||
Proceeds relates to purchase price adjustments | $ | $ 1 | ||
Broadline Distributor [Member] | |||
Loans At Acquisition Date [Line Items] | |||
Number of acquisitions | Business | 1 | ||
Produce Processor [Member] | |||
Loans At Acquisition Date [Line Items] | |||
Number of acquisitions | Business | 1 | ||
Repacker and Distributor [Member] | |||
Loans At Acquisition Date [Line Items] | |||
Number of acquisitions | Business | 1 | ||
Dierks Waukesha Wholesale Foods, Inc.[Member] | |||
Loans At Acquisition Date [Line Items] | |||
Number of acquisitions | Business | 1 | ||
Cash consideration for acquisition | $ | $ 69 |
Business Acquisitions - Purchas
Business Acquisitions - Purchase Price Allocations for Business Acquisitions (Detail) - USD ($) $ in Thousands | Jul. 02, 2016 | Jan. 02, 2016 |
Business Combinations [Abstract] | ||
Accounts receivable | $ 17,180 | $ 6,724 |
Inventories | 6,922 | 7,022 |
Other current assets | 474 | 702 |
Property and equipment | 21,389 | 7,200 |
Goodwill | 22,733 | 40,242 |
Other intangible assets | 49,100 | 21,200 |
Accounts payable | (12,263) | (3,290) |
Accrued expenses and other current liabilities | (7,365) | (1,554) |
Long-term debt | (2,514) | |
Deferred income taxes | (8,765) | |
Cash paid for acquisitions | $ 95,656 | $ 69,481 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | Jan. 02, 2016 | |
Inventory Disclosure [Abstract] | |||||
LIFO balance sheet reserves | $ 116,000 | $ 116,000 | $ 134,000 | ||
Effect of LIFO reserves on cost of goods sold | $ (6,683) | $ 2,644 | $ (17,742) | $ (21,854) |
Accounts Receivable Financing40
Accounts Receivable Financing Program - Additional Information (Detail) - 2012 ABS Facility [Member] - USD ($) | Jul. 02, 2016 | Jan. 02, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Cash collateral held | $ 0 | $ 0 |
Accounts receivable | $ 957,000,000 | $ 933,000,000 |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Assets Held for Sale Activity (Detail) - Discontinued Operations, Held-for-sale [Member] $ in Thousands | 6 Months Ended |
Jul. 02, 2016USD ($) | |
Long Lived Assets Held-for-sale [Line Items] | |
Balance at beginning of year | $ 5,459 |
Transfers in | 19,183 |
Assets sold | (2,594) |
Tangible asset impairment charges | (125) |
Balance at end of the year | $ 21,923 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Detail) $ in Millions | 3 Months Ended |
Jul. 02, 2016USD ($) | |
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract] | |
Assets Held for Sale, net proceeds | $ 5 |
Gain on disposition of assets | $ 2 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | Jan. 02, 2016 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, accumulated depreciation | $ 1,617 | $ 1,617 | $ 1,517 | ||
Depreciation expense | $ 66 | $ 61 | $ 131 | $ 123 | |
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 Intangible44
Goodwill and Other Intangibles - Additional Information (Detail) - USD ($) | Jun. 28, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 |
Other Intangible Assets [Line Items] | |||||
Amortization expense | $ 39,000,000 | $ 37,000,000 | $ 77,000,000 | $ 74,000,000 | |
Business acquisitions | 49,000,000 | ||||
Goodwill, impairment | $ 0 | ||||
Indefinite-lived intangible assets, impairment | $ 0 | ||||
Customer Relationships [Member] | |||||
Other Intangible Assets [Line Items] | |||||
Intangible assets | $ 5,000,000 | ||||
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 Intangible45
Goodwill and Other Intangibles - Schedule of Goodwill and Other Intangibles, Net (Detail) - USD ($) $ in Thousands | Jul. 02, 2016 | Jan. 02, 2016 |
Other Intangible Assets [Line Items] | ||
GOODWILL | $ 3,898,096 | $ 3,875,719 |
Total Other intangibles-net | 450,125 | 477,601 |
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 | 1,417,951 | 1,373,920 |
Accumulated amortization | (1,220,999) | (1,149,572) |
Net carrying value | 196,952 | 224,348 |
Noncompete Agreements [Member] | ||
Other Intangible Assets [Line Items] | ||
Gross carrying amount | 800 | 800 |
Accumulated amortization | (427) | (347) |
Net carrying value | $ 373 | $ 453 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis (Detail) - USD ($) $ in Thousands | Jul. 02, 2016 | Jan. 02, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration payable for business acquisitions | $ 6,000 | |
Recurring Fair Value Measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 11,306 | $ 113,700 |
Balance | 11,306 | 113,700 |
Nonrecurring Fair Value Measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held for sale | 2,600 | |
Balance | 2,600 | |
Contingent consideration payable for business acquisitions | 6,375 | |
Balance | 6,375 | |
Level 1 [Member] | Recurring Fair Value Measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 11,306 | 113,700 |
Balance | 11,306 | 113,700 |
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 | |
Balance | $ 2,600 | |
Contingent consideration payable for business acquisitions | 6,375 | |
Balance | $ 6,375 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 28, 2015 | Jul. 02, 2016 | Jun. 01, 2016 | Jan. 02, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Asset impairment charges | $ 1,000 | |||
Net carrying value of debt | $ 3,871,266 | $ 4,733,136 | ||
US Foods, Inc [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total debt fair value debt | 3,900,000 | 4,800,000 | ||
Net carrying value of debt | 3,900,000 | 4,700,000 | ||
Senior Notes [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Net carrying value of debt | $ 592,339 | |||
Interest rate on debt instrument | 5.88% | 8.50% | ||
Debt instrument, maturity date | Jun. 15, 2024 | |||
Old Senior Notes [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Net carrying value of debt | 1,334,835 | |||
Level 2 [Member] | Senior Notes [Member] | US Foods, Inc [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of Senior Notes | $ 600,000 | |||
Level 2 [Member] | Old Senior Notes [Member] | US Foods, Inc [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of Senior Notes | $ 1,400,000 | |||
Money Market Funds [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Money market fund maturity period | Three or fewer months | |||
Unsecured Senior Notes [Member] | Level 2 [Member] | Old Senior Notes [Member] | US Foods, Inc [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate on debt instrument | 5.875% | |||
Debt instrument, maturity date | Jun. 15, 2024 |
Debt - Components of Debt (Deta
Debt - Components of Debt (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jul. 02, 2016 | Jun. 01, 2016 | Jan. 02, 2016 | |
Debt Instrument [Line Items] | |||
Debt component | $ 3,871,266 | $ 4,733,136 | |
Add unamortized premium | 11,652 | ||
Current portion of long-term debt | (73,077) | (62,639) | |
LONG-TERM DEBT | 3,798,189 | 4,682,149 | |
Total debt | $ 3,871,266 | 4,733,136 | |
Amended and Restated 2016 Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Contractual Maturity | Jun. 27, 2023 | ||
Interest Rate | 4.00% | ||
Debt component | $ 2,185,666 | ||
Total debt | $ 2,185,666 | ||
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Contractual Maturity | Jun. 15, 2024 | ||
Interest Rate | 5.88% | 8.50% | |
Debt component | $ 592,339 | ||
Total debt | 592,339 | ||
Old Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt component | 1,334,835 | ||
Total debt | 1,334,835 | ||
Obligations Under Capital Leases [Member] | |||
Debt Instrument [Line Items] | |||
Debt component | 314,751 | 270,406 | |
Total debt | $ 314,751 | 270,406 | |
Minimum [Member] | Obligations Under Capital Leases [Member] | |||
Debt Instrument [Line Items] | |||
Contractual Maturity | 2,018 | ||
Interest Rate | 2.67% | ||
Maximum [Member] | Obligations Under Capital Leases [Member] | |||
Debt Instrument [Line Items] | |||
Contractual Maturity | 2,025 | ||
Interest Rate | 6.18% | ||
ABL Facility [Member] | |||
Debt Instrument [Line Items] | |||
Contractual Maturity | Oct. 20, 2020 | ||
Interest Rate | 5.25% | ||
Debt component | $ 9,000 | ||
2012 ABS Facility [Member] | |||
Debt Instrument [Line Items] | |||
Contractual Maturity | Sep. 30, 2018 | ||
Interest Rate | 1.60% | ||
Debt component | $ 265,000 | 586,000 | |
Total debt | 265,000 | 586,000 | |
Amended 2011 Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt component | 2,037,652 | ||
Total debt | 2,037,652 | ||
Other Debt [Member] | |||
Debt Instrument [Line Items] | |||
Debt component | 33,132 | 33,325 | |
Total debt | $ 33,132 | 33,325 | |
Other Debt [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Contractual Maturity | 2,018 | ||
Interest Rate | 5.75% | ||
Other Debt [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Contractual Maturity | 2,031 | ||
Interest Rate | 9.00% | ||
CMBS Fixed Facility [Member] | |||
Debt Instrument [Line Items] | |||
Contractual Maturity | Aug. 1, 2017 | ||
Interest Rate | 6.38% | ||
Debt component | $ 471,378 | 470,918 | |
Total debt | $ 471,378 | $ 470,918 |
Debt - Components of Debt (Pare
Debt - Components of Debt (Parenthetical) (Detail) - USD ($) $ in Thousands | Jul. 02, 2016 | Jan. 02, 2016 |
Amended and Restated 2016 Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ 14,334 | $ 14,334 |
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | 7,661 | |
Old Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | 13,441 | |
CMBS Fixed Facility [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | 1,013 | 1,473 |
Amended 2011 Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ 9,848 | $ 9,848 |
Debt - Additional Information (
Debt - Additional Information (Detail) $ in Billions | Jul. 02, 2016USD ($) |
Debt Disclosure [Abstract] | |
Total debt borrowed at fixed rate | $ 1.4 |
Total debt borrowed at floating rate | $ 2.5 |
Debt - Transactions - Additiona
Debt - Transactions - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 01, 2016 | Jul. 02, 2016 | Jun. 30, 2016 | Jul. 02, 2016 | Jul. 02, 2016 |
Debt Instrument [Line Items] | |||||
Proceeds from IPO | $ 1,113,799 | $ 1,113,799 | |||
Loss on extinguishment of debt | $ 42,149 | 42,149 | |||
2016 Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of debt | $ 600,000 | ||||
Unamortized debt issuance cost | $ 8,000 | 8,000 | 8,000 | ||
Amended and Restated 2016 Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of debt | 2,200,000 | 2,200,000 | $ 2,200,000 | ||
Debt instrument, maturity date | Jun. 27, 2023 | ||||
Unamortized debt issuance cost | 14,334 | $ 4,000 | 14,334 | $ 14,334 | |
Debt modification amortization maturity period | Jun. 27, 2023 | ||||
Amended and Restated 2016 Term Loan [Member] | Term Loan Refinancing [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of debt | 1,393,000 | 1,393,000 | 1,393,000 | ||
Additional principal purchased from lenders | 238,000 | 238,000 | 238,000 | ||
Principal amount sold | 569,000 | 569,000 | $ 569,000 | ||
Amended 2011 Term Loan [Member] | June 2016 Refinancings [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of debt | $ 2,042,000 | ||||
After Amendment [Member] | June 2016 Refinancings [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of debt | 2,200,000 | ||||
Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from IPO | 1,113,799 | ||||
Principal redeemed | 1,090,000 | ||||
Loss on early redemption premium | $ 23,000 | ||||
Debt instrument, maturity date | Jun. 15, 2024 | ||||
Unamortized debt issuance cost | 7,661 | 7,661 | $ 7,661 | ||
Old Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Loss on early redemption premium | 6,000 | ||||
Aggregate principal amount of debt | 258,000 | 258,000 | 258,000 | ||
Gross proceeds from issuance of debt | 264,000 | 264,000 | 264,000 | ||
Unamortized debt issuance cost | $ 13,441 | $ 13,441 | $ 13,441 | ||
Old Senior Notes [Member] | June 2016 Refinancings [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of debt | 258,000 | ||||
Old Senior Notes [Member] | Notes Payable to Banks [Member] | |||||
Debt Instrument [Line Items] | |||||
Loss on early redemption premium | 29,000 | ||||
Loss on extinguishment of debt | 42,000 | ||||
Expense of debt extinguishment costs | 7,000 | ||||
Write-off of unamortized debt issuance costs | $ 6,000 |
Debt - Revolving Credit Agreeme
Debt - Revolving Credit Agreement - Additional Information (Detail) | 6 Months Ended |
Jul. 02, 2016USD ($) | |
ABL Senior Secured Revolving Facility [Member] | |
Debt Instrument [Line Items] | |
Revolving credit facility, outstanding amount | $ 9,000,000 |
Available capacity on the ABL Facility | $ 881,000,000 |
Interest rate | ABR plus 1.75% or the London Inter Bank Offered Rate ("LIBOR") plus 2.75% |
Interest rate | ABR plus 0.50% or LIBOR plus 1.50% |
Interest rate on letter of credit fees | 1.25% |
Revolving credit facility unused commitment fee | 0.25% |
ABL Senior Secured Revolving Facility [Member] | Letter of Credit [Member] | |
Debt Instrument [Line Items] | |
Revolving credit facility, outstanding amount | $ 391,000,000 |
ABL Senior Secured Revolving Facility [Member] | Letter of Credit [Member] | Standby Letters of Credit for Self Insurance Program [Member] | |
Debt Instrument [Line Items] | |
Letters of credit, outstanding amount | 318,000,000 |
ABL Senior Secured Revolving Facility [Member] | Letter of Credit [Member] | Other Obligations [Member] | |
Debt Instrument [Line Items] | |
Letters of credit, outstanding amount | $ 3,000,000 |
ABL Tranche A-1 [Member] | ABL Senior Secured Revolving Facility [Member] | ABR [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable interest rate | 1.75% |
ABL Tranche A-1 [Member] | ABL Senior Secured Revolving Facility [Member] | LIBOR [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable interest rate | 2.75% |
ABL Tranche A [Member] | ABL Senior Secured Revolving Facility [Member] | ABR [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable interest rate | 0.50% |
ABL Tranche A [Member] | ABL Senior Secured Revolving Facility [Member] | LIBOR [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable interest rate | 1.50% |
Obligations Under Capital Leases [Member] | ABL Senior Secured Revolving Facility [Member] | Letter of Credit [Member] | |
Debt Instrument [Line Items] | |
Letters of credit, outstanding amount | $ 70,000,000 |
ABL Senior Secured Revolving Facility [Member] | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 1,300,000,000 |
Line of credit maturity date | Oct. 20, 2020 |
ABL Senior Secured Revolving Facility [Member] | ABL Tranche A-1 [Member] | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 100,000,000 |
ABL Senior Secured Revolving Facility [Member] | ABL Tranche A [Member] | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 1,200,000,000 |
Maturity date description | The maximum borrowing available is $1,300 million with ABL Tranche A-1 at $100 million, and ABL Tranche A at $1,200 million. Due to the June 2016 refinancings, the maturity date of the ABL Facility is October 20, 2020 |
Debt - Accounts Receivable Fina
Debt - Accounts Receivable Financing Program - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jul. 02, 2016 | Jan. 02, 2016 | |
Debt Instrument [Line Items] | ||
Total debt | $ 3,871,266,000 | $ 4,733,136,000 |
Commercial Paper [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of unused commitment fee | 0.55% | |
2012 ABS Facility [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 800,000,000 | |
Total debt | 265,000,000 | $ 586,000,000 |
Available capacity | $ 446,000,000 | |
2012 ABS Facility [Member] | Commercial Paper [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate description | The lender's commercial paper rate, plus any other costs associated with the issuance of commercial paper plus 1.00% | |
Interest rate above base rate | 1.00% | |
Excluding Commercial Paper [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate description | LIBOR plus 1.00% | |
Percentage of unused commitment fee | 0.55% | |
Basis spread on variable interest rate | 1.00% |
Debt - Amended and Restated 201
Debt - Amended and Restated 2016 Term Loan Agreement - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jul. 02, 2016 | Jun. 30, 2016 | Jan. 02, 2016 | |
Debt Instrument [Line Items] | |||
Total debt | $ 3,871,266 | $ 4,733,136 | |
Amended and Restated 2016 Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 2,185,666 | ||
Unamortized deferred financing cost | $ 14,334 | $ 4,000 | |
Interest rate above base rate | 2.25% | ||
Basis spread on variable interest rate | 3.25% | ||
Floor interest rate on basis spread | 0.75% | ||
Principal repayments | $ 5,500 | ||
Amended and Restated 2016 Term Loan [Member] | Entities Affiliated [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable interest rate | 3.25% | ||
Floor interest rate on basis spread | 0.75% | ||
Interest Rate | 4.00% |
Debt - 2016 Senior Notes - Addi
Debt - 2016 Senior Notes - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 02, 2016 | Jan. 02, 2016 | |
Debt Instrument [Line Items] | ||
Total debt | $ 3,871,266 | $ 4,733,136 |
2016 Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 592,000 | |
Unamortized deferred financing cost | $ 8,000 | |
Interest Rate | 5.875% | |
Redemption price percentage of principal amount | 40.00% | |
Redemption premium percentage | 105.875% | |
2016 Senior Notes [Member] | On or After June 15, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Redemption price percentage of principal amount | 102.938% | |
2016 Senior Notes [Member] | On or After June 15, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Redemption price percentage of principal amount | 101.469% | |
2016 Senior Notes [Member] | June 15, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Redemption price percentage of principal amount | 100.00% |
Debt - CMBS Fixed Facility - Ad
Debt - CMBS Fixed Facility - Additional Information (Detail) $ in Thousands | 6 Months Ended | |
Jul. 02, 2016USD ($)Property | Jan. 02, 2016USD ($) | |
Debt Instrument [Line Items] | ||
Total debt | $ 3,871,266 | $ 4,733,136 |
CMBS Fixed Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 471,378 | 470,918 |
Unamortized deferred financing cost | $ 1,013 | 1,473 |
Number of properties mortgaged | Property | 34 | |
Interest Rate | 6.38% | |
Security deposits and escrow amounts | $ 6,000 | $ 6,000 |
Debt - Other Debt - Additional
Debt - Other Debt - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended |
Jul. 02, 2016 | Jan. 02, 2016 | |
Debt Instrument [Line Items] | ||
Long-term debt liability | $ 3,798,189,000 | $ 4,682,149,000 |
State Industrial Revenue Bonds [Member] | ||
Debt Instrument [Line Items] | ||
Other debt | $ 33,000,000 | 33,000,000 |
Taxable Demand Revenue Bonds [Member] | ||
Debt Instrument [Line Items] | ||
Contractual Maturity | Jan. 1, 2030 | |
Amount withdrawn from Taxable Demand Revenue Bonds | $ 22,000,000 | 22,000,000 |
Long term asset | $ 22,000,000 | 22,000,000 |
Interest Rate | 6.25% | |
Long-term debt liability | $ 22,000,000 | $ 22,000,000 |
Taxable Demand Revenue Bonds [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Proceeds from Taxable Demand Revenue Bonds | $ 40,000,000 |
Debt - Security Interests - Add
Debt - Security Interests - Additional Information (Detail) | 6 Months Ended |
Jul. 02, 2016Property | |
Other Property [Member] | |
Debt Instrument [Line Items] | |
Number of properties mortgaged | 9 |
CMBS Fixed Facility [Member] | |
Debt Instrument [Line Items] | |
Number of properties mortgaged | 34 |
Debt - Restrictive Covenants -
Debt - Restrictive Covenants - Additional Information (Detail) $ in Millions | Jul. 02, 2016USD ($) |
Debt Disclosure [Abstract] | |
Restricted payment capacity | $ 380 |
Restricted asset | $ 1,959 |
Restructuring Liabilities - Sum
Restructuring Liabilities - Summary of Changes in Restructuring Liabilities (Detail) $ in Thousands | 6 Months Ended |
Jul. 02, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Balance at beginning of period | $ 118,844 |
Current period charges | 27,032 |
Change in estimate | (3,020) |
Payments and usage-net of accretion | (33,369) |
Balance at end of period | 109,487 |
Severance and Related Costs [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Balance at beginning of period | 118,634 |
Current period charges | 24,469 |
Change in estimate | (3,020) |
Payments and usage-net of accretion | (31,354) |
Balance at end of period | 108,729 |
Facility Closing Costs [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Balance at beginning of period | 210 |
Current period charges | 2,563 |
Payments and usage-net of accretion | (2,015) |
Balance at end of period | $ 758 |
Restructuring Liabilities - Add
Restructuring Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | Jan. 02, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||
Severance and related costs | $ 21,000 | ||||
Unused facility lease settlement cost | 3,000 | ||||
Restructuring liabilities | $ 109,487 | 109,487 | $ 118,844 | ||
Estimated withdrawal liabilities | 8,000 | $ 9,000 | 16,000 | $ 17,000 | |
Multi Employer Pension Withdrawal Liabilities [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring liabilities | 36,000 | $ 36,000 | |||
Multi Employer Pension Withdrawal Liabilities [Member] | Minimum [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Interest rate on restructuring liabilities | 5.90% | ||||
Multi Employer Pension Withdrawal Liabilities [Member] | Maximum [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Interest rate on restructuring liabilities | 6.50% | ||||
Severance and Related Costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring liabilities | 108,729 | $ 108,729 | $ 118,634 | ||
Severance and Related Costs [Member] | Field Reorganization [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring liabilities | 23,000 | 23,000 | |||
Severance and Related Costs [Member] | Multi Employer Pension Withdrawal Liabilities [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring liabilities | $ 86,000 | 86,000 | |||
Baltimore Maryland Distribution Facility [Member] | Multi Employer Pension Withdrawal Liabilities [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated withdrawal liabilities | $ 50,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jun. 01, 2016 | Jan. 08, 2016 | Jan. 04, 2016 | Jun. 30, 2016 | Jul. 02, 2016 | Jul. 02, 2016 | Jun. 27, 2015 |
Related Party Transaction [Line Items] | |||||||
Aggregate fees and expenses | $ 2 | $ 5 | |||||
Termination fee | $ 30.7 | ||||||
Cash distribution paid | $ 666 | ||||||
Cash distribution paid to Sponsors | $ 657 | ||||||
Distribution declared and paid per share | $ 3.94 | $ 3.94 | |||||
Dividends payment description | The Company has no current plans to pay future dividends on its common stock, and has never paid dividends on its common stock, other than the January 2016 one-time cash distribution. Any decision to declare and pay dividends in the future will be made at sole discretion of our Board of Directors, and will be limited by USF debt covenants. | ||||||
KKR Capital Markets LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Cost of services rendered in connection with debt refinancing transactions | $ 1 | ||||||
IPO [Member] | KKR Capital Markets LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Underwriter discounts and commissions | $ 5 | ||||||
Entities Affiliated [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of Company's outstanding debt managed by affiliate | 1.00% | 1.00% | |||||
USF Credit Facility [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Line of credit outstanding amount | $ 314 |
Retirement Plans - Components o
Retirement Plans - Components of Net Pension and Other Post Retirement Benefit Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | |
Pension Benefits [Member] | ||||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ||||
Service cost | $ 959 | $ 10,134 | $ 1,925 | $ 20,268 |
Interest cost | 10,413 | 10,150 | 20,230 | 20,300 |
Expected return on plan assets | (11,927) | (13,299) | (24,148) | (26,597) |
Amortization of prior service cost (credit) | 40 | 49 | 79 | 98 |
Amortization of net loss (gain) | 2,268 | 3,513 | 4,128 | 7,026 |
Settlements | 750 | 650 | 1,500 | 1,300 |
Net periodic benefit costs | 2,503 | 11,197 | 3,714 | 22,395 |
Other Postretirement Plans [Member] | ||||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ||||
Service cost | 10 | 10 | 19 | 19 |
Interest cost | 74 | 66 | 148 | 132 |
Amortization of prior service cost (credit) | 1 | (15) | 3 | (31) |
Amortization of net loss (gain) | (18) | 3 | (36) | 7 |
Net periodic benefit costs | $ 67 | $ 64 | $ 134 | $ 127 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | Jan. 02, 2016 | |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||||
Increase in pension obligation | $ 22 | ||||
Contribution to defined benefit and other post retirement plans | $ 36 | $ 48 | |||
Company's contributions to plan | 8 | $ 9 | 16 | 17 | |
Defined Contribution Plan 401K [Member] | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||||
Matching contributions | 50.00% | ||||
Participant's compensation for which company matches contribution | 6.00% | ||||
Company's contributions to plan | $ 10 | $ 6 | $ 22 | $ 14 | |
Maximum [Member] | Defined Contribution Plan 401K [Member] | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||||
Matching contributions | 4.00% | ||||
First 3% of Participants Compensation [Member] | Defined Contribution Plan 401K [Member] | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||||
Participant's compensation for which company matches contribution | 3.00% | ||||
Matching contributions | 100.00% | ||||
Next 2% of Participants Compensation [Member] | Defined Contribution Plan 401K [Member] | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||||
Participant's compensation for which company matches contribution | 2.00% | ||||
Matching contributions | 50.00% |
Redeemable Common Stock - Addit
Redeemable Common Stock - Additional Information (Detail) | 6 Months Ended |
Jul. 02, 2016USD ($) | |
Equity [Abstract] | |
Amounts attributed to Redeemable common stock in future periods | $ 0 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | |
Numerator: | ||||
Net (loss) income (in thousands) | $ (13,392) | $ 164,961 | $ (81) | $ 172,076 |
Denominator: | ||||
Weighted-average common shares outstanding | 190,077,211 | 169,575,384 | 179,599,467 | 169,577,547 |
Dilutive effect of Share-based awards | 1,270,775 | 1,324,363 | ||
Weighted-average dilutive shares outstanding | 190,077,211 | 170,846,159 | 179,599,467 | 170,901,910 |
Basic (loss) income per share | $ (0.07) | $ 0.97 | $ 1.01 | |
Diluted income per share | $ (0.07) | $ 0.97 | $ 1.01 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended |
Jul. 02, 2016 | Jul. 02, 2016 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of income (loss) per share | 10,290,392 | 10,290,392 |
Changes in Accumulated Other 68
Changes in Accumulated Other Comprehensive Loss - Schedule of Changes in Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | |
AOCI Including Portion Attributable to Noncontrolling Interest [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Accumulated Other Comprehensive Loss beginning of period | $ (71,745) | $ (153,841) | $ (74,378) | $ (158,041) |
Accumulated Other Comprehensive Loss end of period | (90,621) | (149,641) | (90,621) | (149,641) |
Accumulated Defined Benefit Plans Adjustment, Net Prior Service Including Portion Attributable to Noncontrolling Interest [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amortization of net loss | 41 | 34 | 82 | 67 |
Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Including Portion Attributable to Noncontrolling Interest [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amortization of net loss | 2,250 | 3,516 | 4,092 | 7,033 |
Accumulated Defined Benefit Plans Adjustment Settlement Curtailment Gain Loss Net Including Portion Attributable To Noncontrolling Interest [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amortization of net loss | 750 | 650 | 1,500 | 1,300 |
Accumulated Defined Benefit Plans Adjustment, Prior Period Correction Including Portion Attributable to Noncontrolling Interest [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amortization of net loss | (21,917) | (21,917) | ||
Accumulated Defined Benefit Plans Adjustment Including Portion Attributable to Noncontrolling Interest [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amortization of net loss | (18,876) | 4,200 | (16,243) | 8,400 |
Income tax provision | 0 | 0 | 0 | 0 |
Current period Comprehensive (Loss) Income-net of tax | $ (18,876) | $ 4,200 | $ (16,243) | $ 8,400 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | Jan. 02, 2016 | |
Income Taxes [Line Items] | |||||
Valuation allowance | $ 158,000 | $ 158,000 | $ 152,000 | ||
Increase (decrease) in valuation allowance | $ 6,000 | ||||
Effective income tax rates | 4.00% | 31.00% | 150.00% | 18.00% | |
Variation of effective tax rate from federal statutory tax rate | 35.00% | 35.00% | 35.00% | ||
Increase (decrease) in valuation allowance | $ 6,000 | $ (17,000) | $ (40,000) | ||
(Loss) income before income taxes | $ (13,957) | 239,478 | $ 161 | 210,900 | |
Sysco Corporation [Member] | |||||
Income Taxes [Line Items] | |||||
Termination fees in connection with termination of acquisition agreement | $ 300,000 | $ 300,000 | $ 300,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Jul. 02, 2016USD ($) |
Gain Contingencies [Line Items] | |
Purchase commitments remainder of the year | $ 880 |
Purchase commitments due in next twelve months | 653 |
Purchase commitments | 130 |
Purchase obligation, due in third year | 97 |
Electricity [Member] | |
Gain Contingencies [Line Items] | |
Purchase commitments | 10 |
Diesel Fuel [Member] | |
Gain Contingencies [Line Items] | |
Purchase commitments | $ 122 |
Business Segment Information -
Business Segment Information - Additional Information (Detail) | 6 Months Ended |
Jul. 02, 2016Segment | |
Segment Reporting [Abstract] | |
Number of operating business segments | 1 |
Business Segment Information 72
Business Segment Information - Schedule of Quantitative Reconciliation of Adjusted EBITDA (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | |
Segment Reporting [Abstract] | ||||
Adjusted EBITDA | $ 260,183 | $ 236,399 | $ 462,836 | $ 394,657 |
Adjustments: | ||||
Sponsor fees | (33,214) | (2,513) | (35,691) | (5,044) |
Restructuring and tangible asset impairment charges | (13,360) | (51,439) | (24,137) | (52,593) |
Share-based compensation expense | (4,881) | (2,847) | (9,667) | (5,313) |
LIFO reserve change | 6,683 | (2,644) | 17,742 | 21,854 |
Loss on extinguishment of debt | (42,149) | (42,149) | ||
Business transformation costs | (6,535) | (10,521) | (15,771) | (19,993) |
Acquisition related costs | (40,877) | (671) | (55,985) | |
ACQUISITION TERMINATION FEES-Net | 287,500 | 287,500 | ||
Other | (5,300) | (5,815) | (3,580) | (16,057) |
EBITDA | 161,427 | 407,243 | 348,912 | 549,026 |
Interest expense-net | (70,245) | (69,981) | (140,804) | (140,894) |
Income tax benefit (provision) | 565 | (74,517) | (242) | (38,824) |
Depreciation and amortization expense | (105,139) | (97,784) | (207,947) | (197,232) |
NET (LOSS) INCOME | $ (13,392) | $ 164,961 | $ (81) | $ 172,076 |
Business Segment Information 73
Business Segment Information - Schedule of Quantitative Reconciliation of Adjusted EBITDA (Parenthetical) (Detail) - USD ($) $ in Thousands | Jun. 01, 2016 | Jul. 02, 2016 | Jun. 27, 2015 |
Segment Reporting Information [Line Items] | |||
Termination fee | $ 30,700 | ||
Insurance recovery gain | $ 7,083 | $ 10,408 | |
Legal settlement charge | 16,000 | ||
Distribution, Selling and Administrative Costs [Member] | |||
Segment Reporting Information [Line Items] | |||
Insurance recovery gain | $ 7,000 | $ 10,000 |