US Foods Holding (USFD) 10-Q 9 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Apr. 01, 2017	Apr. 28, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Apr. 1, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Trading Symbol	USFD
Entity Registrant Name	US FOODS HOLDING CORP.
Entity Central Index Key	1,665,918
Current Fiscal Year End Date	--12-30
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		222,102,420

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Apr. 01, 2017	Dec. 31, 2016
CURRENT ASSETS:
Cash and cash equivalents	$ 151,817	$ 131,090
Accounts receivable, less allowances of $24,237 and $25,388	1,371,503	1,226,032
Vendor receivables, less allowances of $2,970 and $1,819	153,171	105,542
Inventories—net	1,197,984	1,223,037
Prepaid expenses	87,514	72,650
Assets held for sale	21,039	21,039
Other current assets	10,643	9,781
Total current assets	2,993,671	2,789,171
PROPERTY AND EQUIPMENT—Net	1,789,437	1,767,611
GOODWILL	3,922,360	3,908,484
OTHER INTANGIBLES—Net	369,122	386,881
DEFERRED TAX ASSETS	34,536	34,405
OTHER ASSETS	68,470	57,898
TOTAL ASSETS	9,177,596	8,944,450
CURRENT LIABILITIES:
Bank checks outstanding	172,318	142,712
Accounts payable	1,473,026	1,294,796
Accrued expenses and other current liabilities	367,629	455,815
Current portion of long-term debt	82,234	75,962
Total current liabilities	2,095,207	1,969,285
LONG-TERM DEBT	3,772,270	3,705,751
DEFERRED TAX LIABILITIES	393,663	380,835
OTHER LONG-TERM LIABILITIES	342,074	350,929
Total liabilities	6,603,214	6,406,800
COMMITMENTS AND CONTINGENCIES (Note 17)
SHAREHOLDERS’ EQUITY:
Common stock, $0.01 par value—600,000 shares authorized; 221,992 and 220,929 issued and outstanding as of April 1, 2017 and December 31, 2016, respectively	2,220	2,209
Additional paid-in capital	2,800,512	2,791,264
Accumulated deficit	(109,644)	(136,460)
Accumulated other comprehensive loss	(118,706)	(119,363)
Total shareholders’ equity	2,574,382	2,537,650
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 9,177,596	$ 8,944,450

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Apr. 01, 2017	Dec. 31, 2016
Statement Of Financial Position [Abstract]
Allowances for accounts receivable	$ 24,237	$ 25,388
Allowances for vendor receivables	$ 2,970	$ 1,819
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares issued	221,992,000	220,929,000
Common stock, shares outstanding	221,992,000	220,929,000

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Statement Of Income And Comprehensive Income [Abstract]
NET SALES	$ 5,788,425	$ 5,593,149
COST OF GOODS SOLD	4,797,117	4,633,381
Gross profit	991,308	959,768
OPERATING EXPENSES:
Distribution, selling and administrative costs	912,911	864,314
Restructuring charges	1,873	10,777
Total operating expenses	914,784	875,091
OPERATING INCOME	76,524	84,677
INTEREST EXPENSE — Net	41,886	70,559
Income before income taxes	34,638	14,118
INCOME TAX PROVISION	7,822	807
NET INCOME	26,816	13,311
OTHER COMPREHENSIVE INCOME — Net of tax:
Changes in retirement benefit obligations, net of income tax	657	2,633
COMPREHENSIVE INCOME	$ 27,473	$ 15,944
NET INCOME PER SHARE
Basic	$ 0.12	$ 0.08
Diluted	$ 0.12	$ 0.08
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic	221,364,013	169,121,722
Diluted	226,323,410	171,499,932
DISTRIBUTION DECLARED AND PAID
Distribution declared and paid per share (Note 12)		$ 3.94

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 26,816	$ 13,311
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	107,758	102,808
Gain on disposal of property and equipment	(310)	(1,306)
Amortization and write-off of deferred financing costs	1,282	2,433
Insurance proceeds relating to operating activities		2,479
Insurance benefit in net income		(7,083)
Amortization of Senior Notes original issue premium		(832)
Deferred tax provision (benefit)	12,280	(80)
Share-based compensation expense	3,342	4,786
Provision for doubtful accounts	4,745	3,781
Changes in operating assets and liabilities, net of business acquisitions:
Increase in receivables	(192,731)	(84,681)
Decrease (increase) in inventories	35,714	(49,987)
Increase in prepaid expenses and other assets	(25,652)	(4,945)
Increase in accounts payable and bank checks outstanding	236,980	257,938
Decrease in accrued expenses and other liabilities	(88,665)	(101,157)
Net cash provided by operating activities	121,559	137,465
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of businesses—net of cash	(62,501)	(38,318)
Proceeds from sales of property and equipment	724	1,923
Purchases of property and equipment	(70,125)	(36,884)
Investment in Avero, LLC		(7,658)
Net cash used in investing activities	(131,902)	(80,937)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt borrowings	578,459	538,000
Principal payments on debt and capital leases	(548,041)	(303,081)
Cash distribution to shareholders		(666,332)
Contingent consideration paid for business acquisition	(5,000)
Payment for debt financing costs and fees	(426)
Proceeds from employee share purchase plan	3,328
Proceeds from exercise of stock options	7,018
Tax withholding payments for net share settled equity awards	(3,966)
Proceeds from common stock sales		2,850
Common stock and share-based awards settled	(302)	(3,659)
Net cash provided by (used in) financing activities	31,070	(432,222)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	20,727	(375,694)
CASH AND CASH EQUIVALENTS—Beginning of period	131,090	517,802
CASH AND CASH EQUIVALENTS—End of period	151,817	142,108
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest (net of amounts capitalized)	29,590	39,839
Income taxes (refunded) paid—net	(39)	40
NON-CASH INVESTING AND FINANCING ACTIVITIES
Property and equipment purchases included in accounts payable	15,915	11,379
Capital lease additions	40,840	48,299
Cashless exercise of equity awards	$ 7,149
Contingent consideration payable for business acquisitions		$ 5,000

Overview and Basis of Presentat

Overview and Basis of Presentation	3 Months Ended
	Apr. 01, 2017
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 herein as “we,” “our,” “us,” the “Company,” or “US Foods.” US Foods conducts all of its operations through its wholly owned subsidiary US Foods, Inc. and its subsidiaries (collectively “USF”). All of the Company’s indebtedness, as further described in Note 10, Debt, is an obligation of USF. US Foods is controlled by investment funds associated with or designated by Clayton, Dubilier & Rice, LLC (“CD&R”) and Kohlberg Kravis Roberts & Co., L.P. (“KKR”). KKR and CD&R are collectively referred to herein as the “Sponsors”. Initial Public Offering —On June 1, 2016 the Company closed its initial public offering (“IPO”) selling 51,111,111 shares of common stock for a cash offering price of $23.00 per share ($21.9075 per share net of underwriter discounts and commissions and before offering expenses). In June 2016, the net proceeds of the IPO were used to redeem $1,090 million principal of USF’s 8.5% Senior Notes due June 30, 2019, and pay the related $23 million early redemption premium. Business Description —The Company, through USF, operates in one business segment in which it markets and primarily distributes fresh, frozen and dry food and non-food products to foodservice customers throughout the United States. These customers include independently owned single and multi-unit restaurants, regional concepts, national restaurant chains, hospitals, nursing homes, hotels and motels, country clubs, government and military organizations, colleges and universities, and retail locations. Basis of Presentation —The Company operates on a 52-53 week fiscal year with all periods ending on a Saturday. When a 53-week fiscal year occurs, the Company reports the additional week in the fourth quarter. Fiscal years 2017 and 2016 are 52-week fiscal years. The accompanying consolidated financial statements include the accounts of US Foods and USF. Intercompany accounts and transactions have been eliminated. The consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures included herein are adequate to make the information presented not misleading. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “2016 Annual Report”). The consolidated interim financial statements reflect all adjustments (consisting of normal recurring items, unless otherwise disclosed) 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	3 Months Ended
	Apr. 01, 2017
Accounting Changes And Error Corrections [Abstract]
Recent Accounting Pronouncements	2. RECENT ACCOUNTING PRONOUNCEMENTS In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-07 Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, 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	3 Months Ended
	Apr. 01, 2017
Business Combinations [Abstract]
Business Acquisitions	3. BUSINESS ACQUISITIONS Acquisitions during the 13-weeks ended April 1, 2017 included (1) certain assets of All American Foods, a broadline distributor, acquired in February; and (2) certain assets of SRA Foods. Inc., a meat processor and distributor acquired in March, for aggregate cash consideration of approximately $62 million. Acquisitions during fiscal 2016 included (1) the stock of Bay-N-Gulf, Inc., d/b/a Save On Seafood, a seafood processor and distributor, acquired in October; (2) certain assets of Jeraci Food Distributors, Inc., an Italian specialty distributor, acquired in October; (3) the stock of Fresh Unlimited, Inc. d/b/a Freshway Foods, a produce processor, repacker, and distributor, acquired in June; and (4) certain assets of Cara Donna Provisions Co., Inc. and Cara Donna Properties LLC, a broadline distributor, acquired in March. Total consideration consisted of cash of approximately $123 million, plus approximately $8 million for the estimated fair value of contingent consideration. In fiscal 2017, the Company also paid a minor purchase price adjustment related to a 2016 business acquisition. During fiscal 2017, the Company paid approximately $6 million of contingent consideration related to a 2016 business acquisition, of which, $5 million was included as part of the fair value of the acquisition date assets and liabilities, and is reflected in the Company’s Consolidated Statement of Cash Flows in Cash flows from financing activities. As of April 1, 2017, the estimated fair value of contingent consideration remaining for other 2016 business acquisitions is $3 million. The 2017 and 2016 acquisitions, reflected in the Company’s consolidated financial statements commencing from the date of acquisition, did not materially affect the Company’s results of operations or financial position and, therefore, pro forma financial information has not been provided. Acquisitions are integrated into the Company’s foodservice distribution network and funded primarily with cash from operations. The following table summarizes the purchase price allocations for the 2017 and 2016 business acquisitions as follows (in thousands): April 1, December 31, 2017 2016 Accounts receivable $ 5,978 $ 22,871 Inventories 10,660 9,493 Other current assets 113 732 Property and equipment 13,848 24,119 Goodwill 14,354 32,570 Other intangible assets 21,150 64,130 Accounts payable (3,508 ) (16,216 ) Accrued expenses and other current liabilities (317 ) (12,173 ) Long-term debt — (2,514 ) Cash paid for acquisitions $ 62,278 $ 123,012

Inventories

Inventories	3 Months Ended
	Apr. 01, 2017
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, or date of acquisition where applicable. At April 1, 2017 and December 31, 2016, the LIFO balance sheet reserves were $126 million and $116 million, respectively. As a result of changes in LIFO reserves, Cost of goods sold increased $10 million and decreased $11 million, for the 13-weeks ended April 1, 2017 and April 2, 2016, respectively.

Accounts Receivable Financing P

Accounts Receivable Financing Program	3 Months Ended
	Apr. 01, 2017
Text Block [Abstract]
Accounts Receivable Financing Program	5. ACCOUNTS RECEIVABLE FINANCING PROGRAM Under its accounts receivable financing facility, the Credit and Security Agreement, dated as of August 27, 2012, as amended (the “2012 ABS Facility”), USF sells—on a revolving basis—its 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 required under 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 April 1, 2017 or December 31, 2016. Included in the Company’s accounts receivable balance as April 1, 2017 and December 31, 2016 was $1,012 million and $923 million, respectively, of receivables held as collateral in support of the 2012 ABS Facility. See Note 10, Debt for a further description of the 2012 ABS Facility.

Assets Held for Sale

Assets Held for Sale	3 Months Ended
	Apr. 01, 2017
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 Company had $21 million of Assets held for sale at April 1, 2017 and December 31, 2016.

Property and Equipment

Property and Equipment	3 Months Ended
	Apr. 01, 2017
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 April 1, 2017 and December 31, 2016, Property and equipment-net included accumulated depreciation of $1,786 million and $1,724 million, respectively. Depreciation expense was $69 million and $65 million for the 13-weeks ended April 1, 2017 and April 2, 2016, respectively.

Goodwill and Other Intangibles

Goodwill and Other Intangibles	3 Months Ended
	Apr. 01, 2017
Goodwill And Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangibles	8. GOODWILL AND OTHER INTANGIBLES Goodwill and Other intangible assets include the cost of acquired businesses in excess of the fair value of the tangible net assets 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 relationships and Noncompete agreements are intangible assets with definite lives, and are carried at the acquired fair value less accumulated amortization. Customer relationships and Noncompete agreements are amortized over the estimated useful lives (four to ten years). Amortization expense was $39 million and $38 million for the 13-weeks ended April 1, 2017 and April 2, 2016, respectively. Goodwill and Other intangibles, net, consisted of the following (in thousands): April 1, 2017 December 31, 2016 Goodwill $ 3,922,360 $ 3,908,484 Other intangibles—net Customer relationships—amortizable: Gross carrying amount $ 1,414,399 $ 1,393,799 Accumulated amortization (1,298,880 ) (1,260,011 ) Net carrying value 115,519 133,788 Noncompete agreements—amortizable: Gross carrying amount 1,350 800 Accumulated amortization (547 ) (507 ) Net carrying value 803 293 Brand names and trademarks—not amortizing 252,800 252,800 Total Other intangibles—net $ 369,122 $ 386,881 The 2017 increases in Goodwill and the gross carrying amounts of Customer relationships and Noncompete agreements are attributable to the 2017 business acquisitions. 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 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. For Goodwill, the reporting unit used in assessing impairment is the Company’s one business segment as described in Note 18, Business Information. The Company completed its most recent annual impairment assessment for Goodwill and indefinite-lived intangible assets as of July 3, 2016—the first day of the third quarter of 2016—with no impairments noted.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Apr. 01, 2017
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 for 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 basis as of April 1, 2017 and December 31, 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 Balance at April 1, 2017 $ 61,193 $ — $ — $ 61,193 Balance at December 31, 2016 $ 31,600 $ — $ — $ 31,600 Contingent consideration payable for business acquisitions Balance at April 1, 2017 $ — $ — $ 3,375 $ 3,375 Balance at December 31, 2016 $ — $ — $ 9,775 $ 9,775 There were no assets or liabilities on the Company's Consolidated Balance Sheets measured at fair value on a nonrecurring basis. 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. Contingent Consideration Payable for Business Acquisitions In addition to the $6 million paid in fiscal 2017 discussed in Note 3, Business Acquisitions, contingent consideration may be paid for certain other 2016 business acquisitions in the event certain operating results are achieved, primarily over a one-year period, from the respective dates of such acquisitions. The amounts included in the above table, classified under Level 3 within the fair value hierarchy, represent the estimated fair value of the contingent consideration for the respective periods. We estimate the fair value of contingent consideration liabilities based on financial projections of the acquired companies and estimated probability of achievement. Changes in fair value resulting from changes in the estimated amount of contingent payments are included in Distribution, selling and administrative costs in the Consolidated Statements of Comprehensive Income. 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 fair value and carrying value of USF’s total debt approximated $3.9 billion and $3.8 billion as of April 1, 2017 and December 31, 2016, respectively. The April 1, 2017 and December 31, 2016 fair value of USF’s 5.875% unsecured Senior Notes due June 15, 2024, (the “2016 Senior Notes”), estimated at $0.6 billion, at the end of each period, 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.

Debt

Debt	3 Months Ended
	Apr. 01, 2017
Debt Disclosure [Abstract]
Debt	10. DEBT Total debt consisted of the following (in thousands): Debt Description Maturity Interest rate at April 1, 2017 April 1, 2017 December 31, 2016 ABL Facility October 20, 2020 3.32 % $ 50,000 $ 30,000 2012 ABS Facility September 30, 2018 2.04 675,000 645,000 Amended and Restated 2016 Term Loan (net of $12,612 and $13,318 of unamortized deferred financing costs) June 27, 2023 3.53 2,170,888 2,175,682 2016 Senior Notes (net of $6,945 and $7,185 of unamortized deferred financing costs) June 15, 2024 5.88 593,055 592,815 Obligations under capital leases 2018–2025 2.36 - 6.18 332,984 305,544 Other debt 2018–2031 5.75 - 9.00 32,577 32,672 Total debt 3,854,504 3,781,713 Current portion of long-term debt (82,234 ) (75,962 ) Long-term debt $ 3,772,270 $ 3,705,751 At April 1, 2017, $959 million of the total debt was at a fixed rate and $2,896 million was at a floating rate. Following is a description of each of USF’s debt instruments outstanding as of April 1, 2017: Revolving Credit Agreement – The Amended and Restated ABL Credit Agreement, dated October 20, 2015, as amended, is USF’s asset backed senior secured revolving loan facility (the “ABL Facility”) and provides for loans under its two tranches: ABL Tranche A-1 and ABL Tranche A, with its capacity limited by a borrowing base. The maximum borrowing available is $1,300 million with ABL Tranche A-1 at $100 million, and ABL Tranche A at $1,200 million. As of April 1, 2017, USF had $50 million in outstanding borrowings and had issued letters of credit totaling $370 million under the ABL Facility. Outstanding letters of credit included: (1) $61 million issued to secure USF’s obligations with respect to certain facility leases, (2) $306 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 $878 million at April 1, 2017. As of April 1, 2017, 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 1.50% or the London Inter Bank Offered Rate (“LIBOR”) plus 2.50%. On Tranche A borrowings, USF can periodically elect to pay interest at ABR plus 0.25% or LIBOR plus 1.25%. The ABL Facility also carries letter of credit fees of 1.125% and an unused commitment fee of 0.125%. Accounts Receivable Financing Program –Under the 2012 ABS Facility, USF sells—on a revolving basis—its eligible receivables to the Receivables Company. See Note 5, Accounts Receivable Financing Program. The maximum capacity under the 2012 ABS Facility is $800 million. Borrowings under the 2012 ABS Facility were $675 million at April 1, 2017. 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 $55 million at April 1, 2017 based on eligible receivables as collateral. The portion of the 2012 ABS Facility held by the lenders who fund the 2012 ABS Facility with commercial paper bears interest at the lender’s commercial paper rate, plus any other costs associated with the issuance of commercial paper plus 1.00%, and an unused commitment fee of 0.35%. The portion of the 2012 ABS Facility held by lenders that do not fund the 2012 ABS Facility with commercial paper bears interest at LIBOR plus 1.00%, and an unused commitment fee of 0.35%. Amended and Restated 2016 Term Loan Agreement –The Amended and Restated 2016 Term Loan Credit Agreement, dated June 27, 2016, as amended (the “Amended and Restated 2016 Term Loan”), consists of a senior secured term loan with outstanding borrowings of $2,171 million at April 1, 2017, net of $13 million of unamortized deferred financing costs. On February 17, 2017, the Amended and Restated 2016 Term Loan was further amended, whereby the interest rate spread was reduced 25 basis points and fixed at ABR plus 1.75% or LIBOR plus 2.75%, with a LIBOR floor of 0.75%, based on USF’s periodic election. USF determined the terms of the February 17, 2017 amendment were not substantially different from the previous terms of the Amended and Restated 2016 Term Loan, for continuing lenders, and therefore substantially all of transaction was accounted for as a debt modification. The Company recorded the $0.4 million of third party costs related to the February 17, 2017 amendment, and a write-off of $0.2 million of unamortized deferred financing costs related to non-continuing lenders, in interest expense. Unamortized deferred financing costs of $13 million were carried forward and will be amortized through June 27, 2023, the maturity date of the Amended and Restated 2016 Term Loan. Principal repayments of $5.5 million are payable quarterly with the balance due at maturity. The debt may require mandatory repayments if certain assets are sold, as defined in the agreement. The interest rate for all borrowings was 3.53%— LIBOR of 0.78% plus 2.75%— at April 1, 2017. 2016 Senior Notes –The 2016 Senior Notes due 2024 (the “2016 Senior Notes”), with outstanding principal of $593 million at April 1, 2017, net of $7 million of unamortized deferred financing costs, bear interest at 5.875%. On or after June 15, 2019, this debt is redeemable, at USF’s option, in whole or in part at a price of 102.938% of the remaining principal, plus accrued and unpaid interest, if any, to the redemption date. On or after June 15, 2020 and June 15, 2021, the optional redemption price for the debt declines to 101.469% and 100.0%, respectively, of the remaining principal amount, plus accrued and unpaid interest, if any, to the redemption date. Prior to June 15, 2019, up to 40% of the debt may be redeemed with the aggregate proceeds from equity offerings, as defined in the Indenture, dated June 27, 2016, as supplemented, at a redemption premium of 105.875%. Other Debt –Obligations under capital leases of $333 million at April 1, 2017, consist of amounts due for transportation equipment and building leases. Other debt of $33 million at April 1, 2017 consists primarily of various state industrial revenue bonds. To obtain certain tax incentives related to the construction of a new distribution facility, USF and a wholly owned subsidiary entered into an industrial revenue bond agreement with a state in January 2015, for the issuance of a maximum of $40 million in taxable demand revenue bonds (the “TRBs”). The TRBs are self-funded as USF’s wholly owned subsidiary purchases the TRBs, and the state loans the proceeds back to USF. The TRBs, which mature January 1, 2030, can be prepaid without penalty one year after issuance. Interest on the TRBs and the loan is 6.25%. At April 1, 2017 and December 31, 2016, $22 million has been drawn on TRBs resulting in $22 million being recognized as a long-term asset and a corresponding long-term liability in the Company’s Consolidated Balance Sheets. 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. Additionally, the ABL Facility has a third priority interest in the assets pledged under the 2012 ABS Facility and a second priority interest in the assets pledged under the Amended and Restated 2016 Term Loan. 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 ABL Facility. Additionally, the Amended and Restated 2016 Term Loan has a second priority interest in the assets pledged under the ABL Facility and the 2012 ABS facility. 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 April 1, 2017, USF had $515 million of restricted payment capacity under these covenants, and approximately $2,060 million of its net assets were restricted after taking into consideration the net deferred tax assets and intercompany balances that eliminate in consolidation. 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	3 Months Ended
	Apr. 01, 2017
Restructuring And Related Activities [Abstract]
Restructuring Liabilities	11. RESTRUCTURING LIABILITIES The following table summarizes the changes in the restructuring liabilities for the 13-weeks ended April 1, 2017 (in thousands): Severance and Related Costs Facility Closing Costs Total Balance at December 31, 2016 $ 22,596 $ 865 $ 23,461 Current period charges 2,265 — 2,265 Change in estimate (392 ) — (392 ) Payments and usage—net of accretion (10,617 ) 29 (10,588 ) Balance at April 1, 2017 $ 13,852 $ 894 $ 14,746 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 may incur various costs including multiemployer pension withdrawal liabilities, severance and other employee separation costs. During the 13-weeks ended April 1, 2017, the Company incurred a net charge of $2 million for Severance and Related Costs associated with its efforts to streamline its corporate back office organization and centralize replenishment activities. During the 13-weeks ended April 2, 2016, the Company incurred a net charge of $8 million associated with its efforts to streamline its field organization model and close the Baltimore, Maryland distribution facility. The Company also recorded $3 million of costs related to a lease termination settlement.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Apr. 01, 2017
Related Party Transactions [Abstract]
Related Party Transactions	12. RELATED PARTY TRANSACTIONS On January 31, 2017, the Company completed a secondary offering of 41,400,000 shares of its common stock held by investment funds associated with the Sponsors. The Company did not receive any proceeds from the offering. In accordance with terms of the registration rights agreement with the Sponsors, the Company incurred approximately $2 million of expenses in connection with the secondary offering, approximately half of which was incurred in 2016. Underwriting discounts and commissions were paid by the selling shareholders. As a result of the secondary offering, each Sponsor’s ownership interest in the Company’s common stock was reduced to approximately 28.34% as of January 31, 2017. In connection with the February 2017 amendment of the Amended and Restated 2016 Term Loan, KKR Capital Markets LLC, an affiliate of KKR, received a de minimis fee for services rendered. The Company was previously 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. On June 1, 2016, the agreements with each of the Sponsors were terminated for an aggregate termination fee of $31 million. For the13-week period ended April 2, 2016, the Company recorded $3 million in fees and expenses in Distribution, selling and administrative costs in the Consolidated Statements of Comprehensive Income. 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 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, 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	3 Months Ended
	Apr. 01, 2017
Compensation And Retirement Disclosure [Abstract]
Retirement Plans	13. RETIREMENT PLANS The Company has defined benefit and defined contribution retirement plans for its employees, and provides certain health care benefits to eligible retirees and their dependents. The components of net periodic benefit (credits) costs for pension and other postretirement benefits, for Company sponsored plans, are provided below (in thousands): 13-Weeks Ended Pension Benefits Other Postretirement Benefits April 1, 2017 April 2, 2016 April 1, 2017 April 2, 2016 Components of Net periodic benefit (credits) costs Service cost $ 506 $ 966 $ 10 $ 9 Interest cost 10,138 9,817 72 74 Expected return on plan assets (11,964 ) (12,221 ) — — Amortization of prior service cost 35 39 1 2 Amortization of net loss (gain) 1,051 1,860 (13 ) (18 ) Settlements — 750 — — Net periodic benefit (credits) costs $ (234 ) $ 1,211 $ 70 $ 67 The Company contributed $10 million to its defined benefit and other postretirement plans during both 13-week periods ended April 1, 2017 and April 2, 2016. The Company expects to contribute a total of $36 million to the Company-sponsored pension plans and other postretirement plans in fiscal year 2017. 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%. The Company’s contributions to this plan were $12 million for both 13-week periods ended April 1, 2017 and April 2, 2016. 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 $9 million and $8 million for the 13-week periods ended April 1, 2017 and April 2, 2016, respectively.

Earnings Per Share

Earnings Per Share	3 Months Ended
	Apr. 01, 2017
Earnings Per Share [Abstract]
Earnings Per Share	14. EARNINGS PER SHARE The Company computes earnings per share (“EPS”) in accordance with ASC 260, Earnings per Share Basic EPS is computed by dividing Net income available to common stockholders by the weighted-average number of shares of common stock outstanding, which includes vested restricted shares, 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, plus the effect of potentially dilutive securities. Stock options, unvested restricted shares, restricted stock units, and employee stock purchase plan deferrals are considered potentially dilutive securities. The following table sets forth the computation of basic and diluted earnings per share: 13-Weeks Ended April 1, 2017 April 2, 2016 Numerator: Net income (in thousands) $ 26,816 $ 13,311 Denominator: Weighted-average common shares outstanding 221,364,013 169,121,722 Dilutive effect of share-based awards 4,959,397 2,378,210 Weighted-average dilutive shares outstanding 226,323,410 171,499,932 Basic earnings per share $ 0.12 $ 0.08 Diluted earnings per share $ 0.12 $ 0.08

Changes in Accumulated Other Co

Changes in Accumulated Other Comprehensive Loss	3 Months Ended
	Apr. 01, 2017
Equity [Abstract]
Changes in Accumulated Other Comprehensive Loss	15. 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 April 1, 2017 April 2, 2016 Accumulated Other Comprehensive Loss Components Defined benefit pension and other postretirement plans: Balance at beginning of period (1) $ (119,363 ) $ (74,378 ) Reclassification adjustments: Amortization of prior service cost 36 41 Amortization of net loss 1,038 1,842 Settlements - 750 Total before income tax (2) (3) 1,074 2,633 Income tax provision (4) 417 — Current period comprehensive income, net of tax 657 2,633 Balance at end of period (1) $ (118,706 ) $ (71,745 ) (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 in 2016 due to the Company’s full valuation allowance on its net deferred income tax assets. See Note 16, Income Taxes.

Income Taxes

Income Taxes	3 Months Ended
	Apr. 01, 2017
Income Tax Disclosure [Abstract]
Income Taxes	16. 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 13-weeks ended April 1, 2017 and April 2, 2016 for purposes of determining its year-to-date tax provision. The Company released the valuation allowance against its federal net deferred tax assets and certain of its state net deferred tax assets in the 13-weeks ended October 1, 2016, as the Company determined it was more likely than not that the deferred tax assets would be realized. The Company maintained a valuation allowance on certain state net operating loss and tax credit carryforwards expected to expire unutilized as a result of insufficient forecasted taxable income in the carryforward period, or the utilization of which are subject to limitation. The decision to release the valuation allowance during the 13-weeks ended October 1, 2016 was made after management considered all available evidence, both positive and negative, including but not limited to, historical operating results, cumulative income in recent years, forecasted earnings, and a reduction of uncertainty regarding forecasted earnings as a result of developments in certain customer and strategic initiatives. The effective tax rate for the 13-weeks ended April 1, 2017 of 23% varied from the 35% federal statutory rate, primarily as a result of state income taxes and the recognition of various discrete tax items. The discrete tax items included a tax benefit of $6 million, primarily related to excess tax benefits associated with share-based compensation. The effective tax rate for the 13-weeks ended April 2, 2016 of 6% varied from the 35% federal statutory rate, primarily as a result of a $6 million decrease in the valuation allowance. The decrease in the valuation allowance during the 13-weeks ended April 2, 2016, was primarily related to a reduction of net deferred tax assets resulting from the estimated ordinary income used to determine the estimated annual effective tax rate for the full fiscal year.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Apr. 01, 2017
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	17. COMMITMENTS AND CONTINGENCIES Purchase Commitments —The Company enters into purchase orders with vendors and other parties in the ordinary course of business, and has a limited number of purchase contracts with certain vendors that require it to buy a predetermined volume of products. As of April 1, 2017, the Company had $843 million of purchase orders and purchase contract commitments, of which $767 million and $76 million pertain to products to be purchased in fiscal years 2017 and 2018, respectively, and are not recorded in the Consolidated Balance Sheets. To minimize fuel cost risk, the Company enters into forward purchase commitments for a portion of its projected diesel fuel requirements. At April 1, 2017, the Company had diesel fuel forward purchase commitments totaling $89 million through June 2018 ($56 million in 2017 and $33 million in 2018). Additionally, as of April 1, 2017, the Company had electricity forward purchase commitments totaling $5 million through December 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 —The Company and its subsidiaries are parties to a number of legal proceedings arising from the normal course of business. These legal proceedings—whether pending, threatened or unasserted, if decided adversely to or settled by the Company—may result in liabilities material to its financial position, results of operations, or cash flows. The Company recognized provisions with respect to the proceedings where appropriate. These are reflected in the Consolidated Balance Sheets. It is possible that the Company could be required to make expenditures, in excess of the established provisions, in amounts that cannot be reasonably estimated. However, the Company believes that the ultimate resolution of these proceedings will not have a material adverse effect on its consolidated financial position, results of operations, or cash flows. It is the Company’s policy to expense attorney fees as incurred.

Business Information

Business Information	3 Months Ended
	Apr. 01, 2017
Segment Reporting [Abstract]
Business Information	18. BUSINESS INFORMATION The Company’s consolidated results represents its one business segment based on how the Company’s chief operating decision maker—the Chief Executive Officer—views the business for purposes of evaluating performance and making operating decisions. The Company markets and primarily 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 and operations. 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.

Subsequent Events

Subsequent Events	3 Months Ended
	Apr. 01, 2017
Subsequent Events [Abstract]
Subsequent Events	19. SUBSEQUENT EVENTS On April 28, 2017, the Company acquired FirstClass Foods-Trojan, Inc., d/b/a FirstClass Foods, a meat processor and distributor

Recent Accounting Pronounceme25

Recent Accounting Pronouncements (Policies)	3 Months Ended
	Apr. 01, 2017
Accounting Changes And Error Corrections [Abstract]
Recent Accounting Pronouncements	In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-07 Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, 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)	3 Months Ended
	Apr. 01, 2017
Business Combinations [Abstract]
Purchase Price Allocations for Business Acquisitions	The following table summarizes the purchase price allocations for the 2017 and 2016 business acquisitions as follows (in thousands): April 1, December 31, 2017 2016 Accounts receivable $ 5,978 $ 22,871 Inventories 10,660 9,493 Other current assets 113 732 Property and equipment 13,848 24,119 Goodwill 14,354 32,570 Other intangible assets 21,150 64,130 Accounts payable (3,508 ) (16,216 ) Accrued expenses and other current liabilities (317 ) (12,173 ) Long-term debt — (2,514 ) Cash paid for acquisitions $ 62,278 $ 123,012

Goodwill and Other Intangibles

Goodwill and Other Intangibles (Tables)	3 Months Ended
	Apr. 01, 2017
Goodwill And Intangible Assets Disclosure [Abstract]
Schedule of Goodwill and Other Intangibles, Net	Goodwill and Other intangibles, net, consisted of the following (in thousands): April 1, 2017 December 31, 2016 Goodwill $ 3,922,360 $ 3,908,484 Other intangibles—net Customer relationships—amortizable: Gross carrying amount $ 1,414,399 $ 1,393,799 Accumulated amortization (1,298,880 ) (1,260,011 ) Net carrying value 115,519 133,788 Noncompete agreements—amortizable: Gross carrying amount 1,350 800 Accumulated amortization (547 ) (507 ) Net carrying value 803 293 Brand names and trademarks—not amortizing 252,800 252,800 Total Other intangibles—net $ 369,122 $ 386,881

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Apr. 01, 2017
Fair Value Disclosures [Abstract]
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis	The Company’s assets and liabilities measured at fair value on a recurring basis as of April 1, 2017 and December 31, 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 Balance at April 1, 2017 $ 61,193 $ — $ — $ 61,193 Balance at December 31, 2016 $ 31,600 $ — $ — $ 31,600 Contingent consideration payable for business acquisitions Balance at April 1, 2017 $ — $ — $ 3,375 $ 3,375 Balance at December 31, 2016 $ — $ — $ 9,775 $ 9,775

Debt (Tables)

Debt (Tables)	3 Months Ended
	Apr. 01, 2017
Debt Disclosure [Abstract]
Components of Total Debt	Total debt consisted of the following (in thousands): Debt Description Maturity Interest rate at April 1, 2017 April 1, 2017 December 31, 2016 ABL Facility October 20, 2020 3.32 % $ 50,000 $ 30,000 2012 ABS Facility September 30, 2018 2.04 675,000 645,000 Amended and Restated 2016 Term Loan (net of $12,612 and $13,318 of unamortized deferred financing costs) June 27, 2023 3.53 2,170,888 2,175,682 2016 Senior Notes (net of $6,945 and $7,185 of unamortized deferred financing costs) June 15, 2024 5.88 593,055 592,815 Obligations under capital leases 2018–2025 2.36 - 6.18 332,984 305,544 Other debt 2018–2031 5.75 - 9.00 32,577 32,672 Total debt 3,854,504 3,781,713 Current portion of long-term debt (82,234 ) (75,962 ) Long-term debt $ 3,772,270 $ 3,705,751

Restructuring Liabilities (Tabl

Restructuring Liabilities (Tables)	3 Months Ended
	Apr. 01, 2017
Restructuring And Related Activities [Abstract]
Summary of Changes in Restructuring Liabilities	The following table summarizes the changes in the restructuring liabilities for the 13-weeks ended April 1, 2017 (in thousands): Severance and Related Costs Facility Closing Costs Total Balance at December 31, 2016 $ 22,596 $ 865 $ 23,461 Current period charges 2,265 — 2,265 Change in estimate (392 ) — (392 ) Payments and usage—net of accretion (10,617 ) 29 (10,588 ) Balance at April 1, 2017 $ 13,852 $ 894 $ 14,746

Retirement Plans (Tables)

Retirement Plans (Tables)	3 Months Ended
	Apr. 01, 2017
Compensation And Retirement Disclosure [Abstract]
Components of Net Periodic Benefit Costs for Pension and Other Postretirement Benefits	The components of net periodic benefit (credits) costs for pension and other postretirement benefits, for Company sponsored plans, are provided below (in thousands): 13-Weeks Ended Pension Benefits Other Postretirement Benefits April 1, 2017 April 2, 2016 April 1, 2017 April 2, 2016 Components of Net periodic benefit (credits) costs Service cost $ 506 $ 966 $ 10 $ 9 Interest cost 10,138 9,817 72 74 Expected return on plan assets (11,964 ) (12,221 ) — — Amortization of prior service cost 35 39 1 2 Amortization of net loss (gain) 1,051 1,860 (13 ) (18 ) Settlements — 750 — — Net periodic benefit (credits) costs $ (234 ) $ 1,211 $ 70 $ 67

Earnings Per Share (Tables)

Earnings Per Share (Tables)	3 Months Ended
	Apr. 01, 2017
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 April 1, 2017 April 2, 2016 Numerator: Net income (in thousands) $ 26,816 $ 13,311 Denominator: Weighted-average common shares outstanding 221,364,013 169,121,722 Dilutive effect of share-based awards 4,959,397 2,378,210 Weighted-average dilutive shares outstanding 226,323,410 171,499,932 Basic earnings per share $ 0.12 $ 0.08 Diluted earnings per share $ 0.12 $ 0.08

Changes in Accumulated Other 33

Changes in Accumulated Other Comprehensive Loss (Tables)	3 Months Ended
	Apr. 01, 2017
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 April 1, 2017 April 2, 2016 Accumulated Other Comprehensive Loss Components Defined benefit pension and other postretirement plans: Balance at beginning of period (1) $ (119,363 ) $ (74,378 ) Reclassification adjustments: Amortization of prior service cost 36 41 Amortization of net loss 1,038 1,842 Settlements - 750 Total before income tax (2) (3) 1,074 2,633 Income tax provision (4) 417 — Current period comprehensive income, net of tax 657 2,633 Balance at end of period (1) $ (118,706 ) $ (71,745 ) (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 in 2016 due to the Company’s full valuation allowance on its net deferred income tax assets. See Note 16, Income Taxes.

Overview and Basis of Present34

Overview and Basis of Presentation - Additional Information (Detail) $ / shares in Units, $ in Millions	Jun. 01, 2016USD ($)$ / sharesshares	Apr. 01, 2017Segment
Basis Of Presentation [Line Items]
Business segment | Segment		1
Senior Notes [Member]
Basis Of Presentation [Line Items]
Principal redeemed | $	$ 1,090
Interest Rate	8.50%	5.88%
Contractual Maturity	Jun. 30, 2019
Loss on early redemption premium | $	$ 23
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

Business Acquisitions - Additio

Business Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Apr. 01, 2017	Dec. 31, 2016
Business Combinations [Abstract]
Aggregate cash consideration for acquisition	$ 62,000	$ 123,000
Contingent consideration for acquisition	3,000	$ 8,000
Contingent consideration paid for business acquisition	6,000
Contingent consideration included as part of fair value of assets and liabilities as on acquisition date	$ 5,000

Business Acquisitions - Purchas

Business Acquisitions - Purchase Price Allocations for Business Acquisitions (Detail) - USD ($) $ in Thousands	Apr. 01, 2017	Dec. 31, 2016
Business Combinations [Abstract]
Accounts receivable	$ 5,978	$ 22,871
Inventories	10,660	9,493
Other current assets	113	732
Property and equipment	13,848	24,119
Goodwill	14,354	32,570
Other intangible assets	21,150	64,130
Accounts payable	(3,508)	(16,216)
Accrued expenses and other current liabilities	(317)	(12,173)
Long-term debt		(2,514)
Cash paid for acquisitions	$ 62,278	$ 123,012

Inventories - Additional Inform

Inventories - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016	Dec. 31, 2016
Inventory Disclosure [Abstract]
LIFO balance sheet reserves	$ 126		$ 116
Effect of LIFO reserves on cost of goods sold	$ 10	$ (11)

Accounts Receivable Financing38

Accounts Receivable Financing Program - Additional Information (Detail) - 2012 ABS Facility [Member] - USD ($)	Apr. 01, 2017	Dec. 31, 2016
Accounts, Notes, Loans and Financing Receivable [Line Items]
Cash collateral held	$ 0	$ 0
Accounts receivable	$ 1,012,000,000	$ 923,000,000

Assets Held for Sale - Addition

Assets Held for Sale - Additional Information (Detail) - USD ($) $ in Millions	Apr. 01, 2017	Dec. 31, 2016
Discontinued Operations, Held-for-sale [Member]
Long Lived Assets Held For Sale [Line Items]
Assets held for sale	$ 21	$ 21

Property and Equipment - Additi

Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Property and equipment, accumulated depreciation	$ 1,786		$ 1,724
Depreciation expense	$ 69	$ 65
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 Intangible41

Goodwill and Other Intangibles - Additional Information (Detail) - USD ($)	Jul. 03, 2016	Apr. 01, 2017	Apr. 02, 2016
Other Intangible Assets [Line Items]
Amortization expense		$ 39,000,000	$ 38,000,000
Goodwill, impairment	$ 0
Indefinite-lived intangible assets, impairment	$ 0
Customer Relationships and Noncompete Agreements [Member] | Minimum [Member]
Other Intangible Assets [Line Items]
Estimated useful lives of intangible assets		4 years
Customer Relationships and Noncompete Agreements [Member] | Maximum [Member]
Other Intangible Assets [Line Items]
Estimated useful lives of intangible assets		10 years

Goodwill and Other Intangible42

Goodwill and Other Intangibles - Schedule of Goodwill and Other Intangibles, Net (Detail) - USD ($) $ in Thousands	Apr. 01, 2017	Dec. 31, 2016
Other Intangible Assets [Line Items]
GOODWILL	$ 3,922,360	$ 3,908,484
Total Other intangibles—net	369,122	386,881
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	1,414,399	1,393,799
Accumulated amortization	(1,298,880)	(1,260,011)
Net carrying value	115,519	133,788
Noncompete Agreements [Member]
Other Intangible Assets [Line Items]
Gross carrying amount	1,350	800
Accumulated amortization	(547)	(507)
Net carrying value	$ 803	$ 293

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended	12 Months Ended
	Apr. 01, 2017	Dec. 31, 2016	Jun. 01, 2016
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Transfers of assets from level 1 to level 2	$ 0	$ 0
Transfers of assets from level 2 to level 1	0	0
Transfers of liabilities from level 1 to level 2	0	0
Transfers of liabilities from level 2 to level 1	0	0
Transfers of assets into level 3	0	0
Transfers of assets out of level 3	0	0
Transfers of liabilities into level 3	0	0
Transfers of liabilities out of level 3	0	0
Contingent consideration paid for business acquisition	$ 6,000,000
Contingent consideration in the event of certain operating results are achieved, period	1 year
US Foods, Inc [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total debt fair value debt	$ 3,900,000,000	3,800,000,000
Net carrying value of debt	3,900,000,000	3,800,000,000
Senior Notes [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Net carrying value of debt	$ 593,055,000	592,815,000
Interest Rate	5.88%		8.50%
Debt instrument, maturity date	Jun. 15, 2024
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	$ 600,000,000	600,000,000
The 2016 Senior Notes [Member] | Level 2 [Member] | Senior Notes [Member] | US Foods, Inc [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Interest Rate	5.875%
Debt instrument, maturity date	Jun. 15, 2024
Nonrecurring Fair Value Measurements [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value on a nonrecurring basis	$ 0	0
Liabilities measured at fair value on a nonrecurring basis	$ 0	$ 0

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis (Detail) - Recurring Fair Value Measurements [Member] - USD ($) $ in Thousands	Apr. 01, 2017	Dec. 31, 2016
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Money market funds, Balance	$ 61,193	$ 31,600
Contingent consideration payable, Balance	3,375	9,775
Level 1 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Money market funds, Balance	61,193	31,600
Level 3 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Contingent consideration payable, Balance	$ 3,375	$ 9,775

Debt - Components of Total Debt

Debt - Components of Total Debt (Detail) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Dec. 31, 2016	Jun. 01, 2016
Debt Instrument [Line Items]
Total debt	$ 3,854,504	$ 3,781,713
Current portion of long-term debt	(82,234)	(75,962)
Long-term debt	3,772,270	3,705,751
Amended and Restated 2016 Term Loan [Member]
Debt Instrument [Line Items]
Debt component	$ 2,170,888	2,175,682
Contractual Maturity	Jun. 27, 2023
Interest Rate	3.53%
Senior Notes [Member]
Debt Instrument [Line Items]
Debt component	$ 593,055	592,815
Contractual Maturity	Jun. 15, 2024
Interest Rate	5.88%		8.50%
Obligations Under Capital Leases [Member]
Debt Instrument [Line Items]
Debt component	$ 332,984	305,544
Obligations Under Capital Leases [Member] | Minimum [Member]
Debt Instrument [Line Items]
Contractual Maturity	2,018
Interest Rate	2.36%
Obligations Under Capital Leases [Member] | Maximum [Member]
Debt Instrument [Line Items]
Contractual Maturity	2,025
Interest Rate	6.18%
ABL Facility [Member]
Debt Instrument [Line Items]
Debt component	$ 50,000	30,000
Contractual Maturity	Oct. 20, 2020
Interest Rate	3.32%
2012 ABS Facility [Member]
Debt Instrument [Line Items]
Debt component	$ 675,000	645,000
Contractual Maturity	Sep. 30, 2018
Interest Rate	2.04%
Other Debt [Member]
Debt Instrument [Line Items]
Debt component	$ 32,577	$ 32,672
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%

Debt - Components of Total De46

Debt - Components of Total Debt (Parenthetical) (Detail) - USD ($) $ in Thousands	Apr. 01, 2017	Dec. 31, 2016
Amended and Restated 2016 Term Loan [Member]
Debt Instrument [Line Items]
Unamortized deferred financing costs	$ 12,612	$ 13,318
Senior Notes [Member]
Debt Instrument [Line Items]
Unamortized deferred financing costs	$ 6,945	$ 7,185

Debt - Additional Information (

Debt - Additional Information (Detail) $ in Millions	Apr. 01, 2017USD ($)
Debt Disclosure [Abstract]
Total debt borrowed at fixed rate	$ 959
Total debt borrowed at floating rate	$ 2,896

Debt - Revolving Credit Agreeme

Debt - Revolving Credit Agreement - Additional Information (Detail) - ABL Senior Secured Revolving Facility [Member]	3 Months Ended
	Apr. 01, 2017USD ($)
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 1,300,000,000
Revolving credit facility, outstanding amount	50,000,000
Available capacity on the ABL Facility	$ 878,000,000
Interest rate	ABR, plus 1.50% or the London Inter Bank Offered Rate (“LIBOR”) plus 2.50%.
Interest rate	ABR plus 0.25% or LIBOR plus 1.25%
Interest rate on letter of credit fees	1.125%
Revolving credit facility unused commitment fee	0.125%
Standby Letters of Credit for Self Insurance Program [Member]
Debt Instrument [Line Items]
Letters of credit, outstanding amount	$ 306,000,000
Other Obligations [Member]
Debt Instrument [Line Items]
Letters of credit, outstanding amount	3,000,000
Letter of Credit [Member]
Debt Instrument [Line Items]
Revolving credit facility, outstanding amount	370,000,000
ABL Tranche A-1 [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 100,000,000
ABL Tranche A-1 [Member] | ABR [Member]
Debt Instrument [Line Items]
Basis spread on variable interest rate	1.50%
ABL Tranche A-1 [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread on variable interest rate	2.50%
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.
ABL Tranche A [Member] | ABR [Member]
Debt Instrument [Line Items]
Basis spread on variable interest rate	0.25%
ABL Tranche A [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread on variable interest rate	1.25%
Obligations Under Capital Leases [Member]
Debt Instrument [Line Items]
Letters of credit, outstanding amount	$ 61,000,000

Debt - Accounts Receivable Fina

Debt - Accounts Receivable Financing Program - Additional Information (Detail) - USD ($)	3 Months Ended
	Apr. 01, 2017	Dec. 31, 2016
Commercial Paper [Member]
Debt Instrument [Line Items]
Percentage of unused commitment fee	0.35%
2012 ABS Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 800,000,000
Total debt	675,000,000	$ 645,000,000
Available capacity	$ 55,000,000
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	0.35%
Excluding Commercial Paper [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread on variable interest rate	1.00%

Debt - Term Loan Agreement - Ad

Debt - Term Loan Agreement - Additional Information (Detail) - USD ($) $ in Thousands	Feb. 17, 2017	Apr. 01, 2017	Apr. 02, 2016
Debt Instrument [Line Items]
Interest expense		$ 41,886	$ 70,559
Amended and Restated 2016 Term Loan [Member]
Debt Instrument [Line Items]
Total debt		2,171,000
Unamortized deferred financing costs	$ 13,000	13,000
Reduction of basis points	(25.00%)
Interest rate above base rate	1.75%
Floor interest rate on basis spread	0.75%
Interest expense	$ 400
Write-off of unamortized deferred financing costs	$ 200
Principal repayments		$ 5,500
Amended and Restated 2016 Term Loan [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread on variable interest rate	2.75%
Amended and Restated 2016 Term Loan [Member] | Entities Affiliated [Member]
Debt Instrument [Line Items]
Floor interest rate on basis spread		2.75%
Interest Rate		3.53%
Amended and Restated 2016 Term Loan [Member] | Entities Affiliated [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread on variable interest rate		0.78%

Debt - Senior Notes - Additiona

Debt - Senior Notes - Additional Information (Detail) - 2016 Senior Notes [Member] $ in Millions	3 Months Ended
	Apr. 01, 2017USD ($)
Debt Instrument [Line Items]
Total debt	$ 593
Unamortized deferred financing costs	$ 7
Interest Rate	5.875%
Redemption price percentage of principal amount	105.875%
Redemption premium percentage	40.00%
On or After June 15, 2019 [Member]
Debt Instrument [Line Items]
Redemption price percentage of principal amount	102.938%
On or After June 15, 2020 [Member]
Debt Instrument [Line Items]
Redemption price percentage of principal amount	101.469%
June 15, 2021 [Member]
Debt Instrument [Line Items]
Redemption price percentage of principal amount	100.00%

Debt - Other Debt - Additional

Debt - Other Debt - Additional Information (Detail) - USD ($)	3 Months Ended	12 Months Ended
	Apr. 01, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
LONG-TERM DEBT	$ 3,772,270,000	$ 3,705,751,000
Obligations Under Capital Leases [Member]
Debt Instrument [Line Items]
Total debt	332,984,000	$ 305,544,000
State Industrial Revenue Bonds [Member]
Debt Instrument [Line Items]
Other debt	$ 33,000,000
Taxable Demand Revenue Bonds [Member]
Debt Instrument [Line Items]
Interest Rate	6.25%	6.25%
Amount withdrawn from Taxable Demand Revenue Bonds	$ 22,000,000	$ 22,000,000
Long term asset	22,000,000	22,000,000
LONG-TERM DEBT	$ 22,000,000	$ 22,000,000
Contractual Maturity	Jan. 1, 2030	Jan. 1, 2030
Maximum [Member] | Obligations Under Capital Leases [Member]
Debt Instrument [Line Items]
Interest Rate	6.18%
Maximum [Member] | Taxable Demand Revenue Bonds [Member]
Debt Instrument [Line Items]
Proceeds from Taxable Demand Revenue Bonds	$ 40,000,000	$ 40,000,000

Debt - Restrictive Covenants -

Debt - Restrictive Covenants - Additional Information (Detail) $ in Millions	Apr. 01, 2017USD ($)
Debt Disclosure [Abstract]
Restricted payment capacity	$ 515
Restricted asset	$ 2,060

Restructuring Liabilities - Sum

Restructuring Liabilities - Summary of Changes in Restructuring Liabilities (Detail) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Restructuring Cost and Reserve [Line Items]
Balance at beginning of period	$ 23,461
Current period charges	2,265	$ 8,000
Change in estimate	(392)
Payments and usage—net of accretion	(10,588)
Balance at end of period	14,746
Severance and Related Costs [Member]
Restructuring Cost and Reserve [Line Items]
Balance at beginning of period	22,596
Current period charges	2,265
Change in estimate	(392)
Payments and usage—net of accretion	(10,617)
Balance at end of period	13,852
Facility Closing Costs [Member]
Restructuring Cost and Reserve [Line Items]
Balance at beginning of period	865
Payments and usage—net of accretion	29
Balance at end of period	$ 894

Restructuring Liabilities - Add

Restructuring Liabilities - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Restructuring Cost and Reserve [Line Items]
Severance and related costs	$ 2,265	$ 8,000
Costs related to lease termination settlement		$ 3,000
Severance and Related Costs [Member]
Restructuring Cost and Reserve [Line Items]
Severance and related costs	$ 2,265

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Jan. 31, 2017	Jun. 01, 2016	Jan. 08, 2016	Jan. 04, 2016	Apr. 01, 2017	Apr. 02, 2016
Related Party Transaction [Line Items]
Proceeds from common stock sales						$ 2,850,000
Termination fee		$ 31,000,000
Aggregate fees and expenses						$ 3,000,000
Cash distribution paid			$ 666,000,000
Cash distribution paid to Sponsors				$ 657,000,000
Distribution declared and paid per share			$ 3.94			$ 3.94
Dividends payment description					The Company has no current plans to pay future dividends, 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.
USF Credit Facility [Member]
Related Party Transaction [Line Items]
Line of credit outstanding amount			$ 314,000,000
Amended and Restated 2016 Term Loan [Member] | Entities Affiliated [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Percentage of Company's outstanding debt managed by affiliate					2.00%
Secondary Offering [Member]
Related Party Transaction [Line Items]
Proceeds from common stock sales	$ 0
Expenses related to shares sold	$ 2,000,000
Secondary Offering [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares sold	41,400,000
Sponsor ownership interest percentage	28.34%

Retirement Plans - Components o

Retirement Plans - Components of Net Periodic Benefit Costs for Pension and Other Postretirement Benefits (Detail) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Pension Benefits [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Service cost	$ 506	$ 966
Interest cost	10,138	9,817
Expected return on plan assets	(11,964)	(12,221)
Amortization of prior service cost	35	39
Amortization of net loss (gain)	1,051	1,860
Settlements		750
Net periodic benefit (credits) costs	(234)	1,211
Other Postretirement Benefits [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Service cost	10	9
Interest cost	72	74
Amortization of prior service cost	1	2
Amortization of net loss (gain)	(13)	(18)
Net periodic benefit (credits) costs	$ 70	$ 67

Retirement Plans - Additional I

Retirement Plans - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Contribution to defined benefit and other post retirement plans	$ 10	$ 10
Company's anticipated contributions in the current fiscal year	36
Company's contributions to plan	9	8
Defined Contribution Plan 401K [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Company's contributions to plan	$ 12	$ 12
Defined Contribution Plan 401K [Member] | Maximum [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Maximum Company matching contribution	4.00%
Defined Contribution Plan 401K [Member] | First 3% of Participants Compensation [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Matching contributions	100.00%
Participant's compensation for which company matches contribution	3.00%
Defined Contribution Plan 401K [Member] | Next 2% of Participants Compensation [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Matching contributions	50.00%
Participant's compensation for which company matches contribution	2.00%

Earning Per Share - Additional

Earning Per Share - Additional Information (Detail)	Apr. 01, 2017shares
Restricted Shares [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested restricted stock, outstanding	0

Earnings Per Share - Schedule o

Earnings Per Share - Schedule of Computation of Basic and Diluted Earnings (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Numerator:
Net income (in thousands)	$ 26,816	$ 13,311
Denominator:
Weighted-average common shares outstanding	221,364,013	169,121,722
Dilutive effect of share-based awards	4,959,397	2,378,210
Weighted-average dilutive shares outstanding	226,323,410	171,499,932
Basic earnings per share	$ 0.12	$ 0.08
Diluted earnings per share	$ 0.12	$ 0.08

Changes in Accumulated Other 61

Changes in Accumulated Other Comprehensive Loss - Schedule of Changes in Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
BEGINNING BALANCE	$ 2,537,650
ENDING BALANCE	2,574,382
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
BEGINNING BALANCE	(119,363)	$ (74,378)
Amounts reclassified from Other comprehensive loss, before tax	1,074	2,633
Income tax provision	417
Current period comprehensive income, net of tax	657	2,633
ENDING BALANCE	(118,706)	(71,745)
Accumulated Defined Benefit Plans Adjustment, Amortization Net Prior Service Attributable to Parent [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Amounts reclassified from Other comprehensive loss, before tax	36	41
Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Amounts reclassified from Other comprehensive loss, before tax	$ 1,038	1,842
Accumulated Defined Benefit Plans Adjustment Settlement Curtailment Gain Loss Net Attributable to Parent [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Amounts reclassified from Other comprehensive loss, before tax		$ 750

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Income Tax Disclosure [Abstract]
Effective income tax rates	23.00%	6.00%
Variation of effective tax rate from federal statutory tax rate	35.00%	35.00%
Increase (decrease) in valuation allowance		$ (6)
Income tax benefit related to excess tax benefits	$ 6

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) $ in Millions	Apr. 01, 2017USD ($)
Gain Contingencies [Line Items]
Purchase commitments	$ 843
Purchase commitments due in remainder of 2017	767
Purchase commitments due in 2018	76
Electricity [Member]
Gain Contingencies [Line Items]
Purchase commitments	5
Diesel Fuel [Member]
Gain Contingencies [Line Items]
Purchase commitments	89
Purchase commitments due in remainder of 2017	56
Purchase commitments due in 2018	$ 33

Business Information - Addition

Business Information - Additional Information (Detail)	3 Months Ended
	Apr. 01, 2017Segment
Segment Reporting [Abstract]
Number of operating business segments	1

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) $ in Millions	Apr. 28, 2017USD ($)
FirstClass Foods-Trojan, Inc [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Annual sales of acquired entity	$ 55