Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 27, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
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 | --12-29 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 215,984,891 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 30, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 85,286 | $ 118,849 |
Accounts receivable, less allowances of $25,889 and $25,971 | 1,370,804 | 1,301,631 |
Vendor receivables, less allowances of $3,490 and $2,934 | 154,490 | 97,198 |
Inventories—net | 1,207,080 | 1,207,830 |
Prepaid expenses | 90,229 | 80,255 |
Assets held for sale | 5,178 | 5,178 |
Other current assets | 18,045 | 8,440 |
Total current assets | 2,931,112 | 2,819,381 |
PROPERTY AND EQUIPMENT—Net | 1,827,588 | 1,801,215 |
GOODWILL | 3,967,322 | 3,966,565 |
OTHER INTANGIBLES—Net | 353,751 | 363,618 |
DEFERRED TAX ASSETS | 19,709 | 21,505 |
OTHER ASSETS | 74,292 | 64,874 |
TOTAL ASSETS | 9,173,774 | 9,037,158 |
CURRENT LIABILITIES: | ||
Bank checks outstanding | 175,032 | 153,565 |
Accounts payable | 1,542,624 | 1,289,349 |
Accrued expenses and other current liabilities | 379,832 | 450,742 |
Current portion of long-term debt | 120,737 | 109,226 |
Total current liabilities | 2,218,225 | 2,002,882 |
LONG-TERM DEBT | 3,509,757 | 3,648,055 |
DEFERRED TAX LIABILITIES | 291,766 | 263,322 |
OTHER LONG-TERM LIABILITIES | 308,139 | 371,536 |
Total liabilities | 6,327,887 | 6,285,795 |
COMMITMENTS AND CONTINGENCIES (Note 18) | ||
SHAREHOLDERS’ EQUITY: | ||
Common stock, $0.01 par value—600,000 shares authorized; 215,942 and 214,963 issued and outstanding as of March 31, 2018 and December 30, 2017, respectively | 2,159 | 2,150 |
Additional paid-in capital | 2,739,009 | 2,721,454 |
Retained earnings | 190,831 | 123,514 |
Accumulated other comprehensive loss | (86,112) | (95,755) |
Total shareholders’ equity | 2,845,887 | 2,751,363 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 9,173,774 | $ 9,037,158 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 30, 2017 |
Statement Of Financial Position [Abstract] | ||
Allowances for accounts receivable | $ 25,889 | $ 25,971 |
Allowances for vendor receivables | $ 3,490 | $ 2,934 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 215,942,000 | 214,963,000 |
Common stock, shares outstanding | 215,942,000 | 214,963,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
NET SALES | $ 5,822,521 | $ 5,788,425 |
COST OF GOODS SOLD | 4,830,594 | 4,797,117 |
Gross profit | 991,927 | 991,308 |
OPERATING EXPENSES: | ||
Distribution, selling and administrative costs | 887,881 | 913,591 |
Restructuring charges | 1,552 | 1,873 |
Total operating expenses | 889,433 | 915,464 |
OPERATING INCOME | 102,494 | 75,844 |
OTHER INCOME—Net | (3,130) | (680) |
INTEREST EXPENSE—Net | 42,844 | 41,886 |
Income before income taxes | 62,780 | 34,638 |
INCOME TAX (BENEFIT) PROVISION | (4,537) | 7,822 |
NET INCOME | 67,317 | 26,816 |
OTHER COMPREHENSIVE INCOME—Net of tax: | ||
Changes in retirement benefit obligations | 603 | 657 |
Unrecognized gain on interest rate swaps | 9,040 | |
COMPREHENSIVE INCOME | $ 76,960 | $ 27,473 |
NET INCOME PER SHARE | ||
Basic | $ 0.31 | $ 0.12 |
Diluted | $ 0.31 | $ 0.12 |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||
Basic | 215,080,238 | 221,364,013 |
Diluted | 217,212,222 | 226,323,410 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 67,317 | $ 26,816 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 81,403 | 107,758 |
Gain on disposal of property and equipment—net | (82) | (310) |
Amortization of deferred financing costs | 1,030 | 1,282 |
Deferred tax provision | 26,922 | 12,280 |
Share-based compensation expense | 7,066 | 3,342 |
Provision for doubtful accounts | 2,997 | 4,745 |
Changes in operating assets and liabilities, net of business acquisitions: | ||
Increase in receivables | (134,803) | (192,731) |
Decrease in inventories | 750 | 35,714 |
Increase in prepaid expenses and other assets | (11,847) | (25,609) |
Increase in accounts payable and bank checks outstanding | 282,388 | 236,980 |
Decrease in accrued expenses and other liabilities | (131,559) | (88,665) |
Net cash provided by operating activities | 191,582 | 121,602 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of businesses—net of cash | (757) | (62,501) |
Proceeds from sales of property and equipment | 762 | 724 |
Purchases of property and equipment | (57,179) | (70,125) |
Net cash used in investing activities | (57,174) | (131,902) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from debt borrowings | 863,503 | 578,459 |
Principal payments on debt and capital leases | (1,041,875) | (548,041) |
Contingent consideration paid for business acquisitions | (500) | (5,000) |
Payment for debt financing costs and fees | (426) | |
Proceeds from employee share purchase plan | 3,819 | 3,328 |
Proceeds from exercise of stock options | 7,454 | 7,018 |
Tax withholding payments for net share-settled equity awards | (269) | (3,966) |
Common stock and share-based awards settled | (84) | (302) |
Net cash (used in) provided by financing activities | (167,952) | 31,070 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (33,544) | 20,770 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period | 119,184 | 131,436 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period | 85,640 | 152,206 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest (net of amounts capitalized) | 32,852 | 29,590 |
Income taxes paid (refunded)—net | 902 | (39) |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Property and equipment purchases included in accounts payable | 21,809 | 15,915 |
Capital lease additions | 50,257 | 40,840 |
Cashless exercise of equity awards | $ 377 | $ 7,149 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
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 (“USF”). All of the Company’s indebtedness, as further described in Note 11, Debt, is an obligation of USF. US Foods was previously controlled until December 2017 by investment funds associated with or designated by Clayton, Dubilier & Rice, LLC (“CD&R”) and Kohlberg Kravis Roberts & Co., L.P. (“KKR”), as discussed in Note 13, Related Party Transactions. KKR and CD&R are collectively referred to herein as the “Sponsors”. 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 2018 and 2017 are 52-week fiscal years. 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 SEC. 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 2017 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 |
Mar. 31, 2018 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, In May 2017, the FASB issued ASU No. 2017-09, Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting . In March 2017, the FASB issued ASU No. 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendments in this update require retrospective presentation in the statement of comprehensive income. The amendments allow a practical expedient that permits an employer to use the amounts disclosed in its pension and other postretirement benefit plan note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. 0.7 million of net periodic benefit credits, other than the service cost components, were reclassified to other income net, in the Consolidated Statement of Comprehensive Income. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash For the periods presented, cash, cash equivalents and restricted cash consisted of the following (in thousands): March 31, 2018 December 30, 2017 Cash and cash equivalents $ 85,286 $ 118,849 Restricted cash−included in other assets 354 335 Total cash, cash equivalents and restricted cash $ 85,640 $ 119,184 In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10)—Recognition and Measurement of Financial Assets and Financial Liabilities The Company adopted the guidance in this ASU at the beginning of fiscal year 2018, with no impact to its financial position or results of operations. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, to its financial position or results of operations Recently Issued Accounting Pronouncements In February 2018, the FASB issued ASU No. 2018-02, Income Statement, Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income . This ASU Tax Cuts and Jobs Act (the “Tax Act”) accumulated other comprehensive income In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, 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), Leases |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 3. REVENUE RECOGNITION In accordance with ASC 606, Revenue from Contracts with Customers to its financial position or results of operations 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. For the Company, the contract is the approved sales order, which may also be supplemented by other agreements that formalize various terms and conditions with customers, including restaurant chains, government organizations or group purchase organizations. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. 2) Identify the performance obligation in the contract Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer. For the Company, this includes the delivery of food and food-related products, which provide immediate benefit to the customer. While certain additional services may be identified within a contract, we have concluded that those services are individually immaterial in the context of the contract with the customer and therefore not assessed as performance obligations. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer, and is generally stated on the approved sales order. Variable consideration, which typically includes volume-based rebates or discounts, are estimated utilizing the most likely amount method. 4) Allocate the transaction price to performance obligations in the contract Since our contracts contain a single performance obligation, delivery of food and food-related products, the transaction price is allocated to that single performance obligation. 5) Recognize Revenue when or as the Company satisfies a performance obligation The Company recognizes revenue from the sale of food and food-related products when title and risk of loss passes and the customer accepts the goods, which generally occurs at delivery. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of sales at the time the sale is recognized. Sales taxes invoiced to customers and remitted to governmental authorities are excluded from net sales. Shipping and handling costs are treated as fulfillment costs and presented in distribution, selling and administrative costs. The Company does not have any performance obligations, contract assets and liabilities or capitalized contract acquisition costs. The following table presents the disaggregation of revenue according to sales mix for the Company’s principal product categories (in thousands): 13-Weeks Ended March 31, 2018 April 1, 2017 Meats and seafood $ 2,067,918 $ 2,032,186 Dry grocery products 1,042,259 1,056,385 Refrigerated and frozen grocery products 944,142 931,994 Dairy 609,506 606,776 Equipment, disposables and supplies 539,971 540,279 Beverage products 318,432 319,669 Produce 300,293 301,136 Net sales $ 5,822,521 $ 5,788,425 |
Business Acquisitions
Business Acquisitions | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Business Acquisitions | 4 . BUSINESS ACQUISITIONS Acquisitions during fiscal year 2017 included three broadline and two specialty distributors for cash consideration of approximately $182 million. There were no business acquisitions during the 13-weeks ended March 31, 2018. Business acquisitions periodically provide for contingent consideration, including earnout agreements in the event certain operating results are achieved during a defined post-closing period. The 2017 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. The 2017 acquisitions were integrated into the Company’s foodservice distribution network and funded primarily with cash from operations. The following table summarizes the purchase price allocations recognized for the 2017 acquisitions as follows (in thousands): December 30, 2017 Accounts receivable $ 17,108 Inventories 25,232 Other current assets 677 Property and equipment 29,492 Goodwill 58,528 Other intangible assets 72,050 Accounts payable (7,986 ) Accrued expenses and other current liabilities (5,837 ) Deferred income taxes (7,277 ) Cash paid for acquisitions $ 181,987 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. INVENTORIES The Company’s inventories, consisting mainly of food and other food-related products, are primarily considered finished goods. Inventory costs include the purchase price of the product, freight charges to deliver it to the Company’s warehouses, and depreciation and labor related to processing facilities and equipment, and are net of certain cash or non-cash consideration received from vendors. The Company assesses the need for valuation allowances for slow-moving, excess and obsolete inventories by estimating the net recoverable value of such goods based upon inventory category, inventory age, specifically identified items, and overall economic conditions. The Company records inventories at the lower of cost or market, using the last-in, first-out (“LIFO”) method. The base year values of beginning and ending inventories are determined using the inventory price index computation method. This “links” current costs to original costs in the base year when the Company adopted LIFO, or date of acquisition in the case of a business acquisition, where applicable. At March 31, 2018 and December 30, 2017, the LIFO balance sheet reserves were $149 million and $130 million, respectively. As a result of changes in LIFO reserves, cost of goods sold increased $19 million and $10 million for the 13-weeks ended March 31, 2018 and April 1, 2017, respectively. |
Accounts Receivable Financing P
Accounts Receivable Financing Program | 3 Months Ended |
Mar. 31, 2018 | |
Text Block [Abstract] | |
Accounts Receivable Financing Program | 6 . ACCOUNTS RECEIVABLE FINANCING PROGRAM Under its accounts receivable financing facility 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 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. Included in the Company’s accounts receivable balance as of March 31, 2018 and December 30, 2017 was $1,008 million and $964 million, respectively, of receivables held as collateral in support of the 2012 ABS Facility. See Note 11, Debt, for a further description of the 2012 ABS Facility. |
Assets Held for Sale
Assets Held for Sale | 3 Months Ended |
Mar. 31, 2018 | |
Text Block [Abstract] | |
Assets Held for Sale | 7 . 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 $5 million of assets held for sale at March 31, 2018 and December 30, 2017. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 8 . 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 related lease or the estimated useful lives of the assets. At March 31, 2018 and December 30, 2017, property and equipment-net included accumulated depreciation of $1,967 million and $1,926 million, respectively. Depreciation expense was $71 million and $69 million for the 13-weeks ended March 31, 2018 and April 1, 2017, respectively. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | 9 . GOODWILL AND OTHER INTANGIBLES Goodwill 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 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 (two to four years). Amortization expense was $10 million and $39 million for the 13-weeks ended March 31, 2018 and April 1, 2017, respectively. Goodwill and other intangibles, net, consisted of the following (in thousands): March 31, 2018 December 30, 2017 Goodwill $ 3,967,322 $ 3,966,565 Other intangibles—net Customer relationships—amortizable: Gross carrying amount $ 154,230 $ 154,230 Accumulated amortization (55,842 ) (46,203 ) Net carrying value 98,388 108,027 Noncompete agreements—amortizable: Gross carrying amount 3,950 3,950 Accumulated amortization (1,387 ) (1,159 ) Net carrying value 2,563 2,791 Brand names and trademarks—not amortizing 252,800 252,800 Total Other intangibles—net $ 353,751 $ 363,618 The 2018 increase in goodwill is attributable to a purchase price adjustment related to a 2017 business acquisition. 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. The Company completed its most recent annual impairment assessment for goodwill and indefinite-lived intangible assets as of July 2, 2017, the first day of the third quarter of 2017, with no impairments noted. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 10 . FAIR VALUE MEASUREMENTS The Company follows the accounting standards for fair value, where 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 March 31, 2018 and December 30, 2017, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows (in thousands): March 31, 2018 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 24,841 $ — $ 24,841 Liabilities Contingent consideration payable for business acquisition $ — $ — $ 500 $ 500 December 30, 2017 Level 1 Level 2 Level 3 Total Assets Money market funds $ 1,100 $ — $ — $ 1,100 Interest rate swaps $ — $ 12,717 — 12,717 $ 1,100 $ 12,717 $ — $ 13,817 Liabilities Contingent consideration payable for business acquisition $ — $ — $ 1,000 $ 1,000 There were no significant 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. Derivative Financial Instruments The Company uses interest rate swaps, designated as cash flow hedges, to manage its exposure to interest rate movements under its variable-rate Amended and Restated 2016 Term Loan (as defined in Note 11, Debt). On August 1, 2017, USF entered into four-year interest rate swap agreements, as amended, with a notional amount of $1.1 billion, reducing to $825 million in the fourth year, effectively converting approximately half of the principal amount of the Amended and Restated 2016 Term Loan from a variable to a fixed rate loan. The Company effectively pays an aggregate rate of 4.21% on the notional amount covered by the interest rate swaps, comprised of 1.71% plus a spread of 2.50%. The Company records its interest rate swaps in the Consolidated Balance Sheets at fair value, based on projections of cash flows and future interest rates. The determination of fair value includes the consideration of any credit valuation adjustments necessary, giving consideration to the creditworthiness of the respective counterparties or the Company, as appropriate. The following table presents the balance sheet location and fair value of the interest rate swaps at March 31, 2018 and December 30, 2017 (in thousands): Fair Value Balance Sheet Location March 31, 2018 December 30, 2017 Derivatives designated as hedging instruments Interest rate swaps Other current assets $ 4,694 $ 430 Interest rate swaps Other noncurrent assets $ 20,147 $ 12,287 Total $ 24,841 $ 12,717 Gains and losses on the interest rate swaps are initially recorded in accumulated o ther comprehensive loss and reclassified to interest expense during the period in which the hedged transaction affects income. The following table presents the effect of the Company’s interest rate swaps in the Consolidated Statement of Comprehensive Income for the 13-weeks ended March 31, 2018 (in thousands): Derivatives in Cash Flow Hedging Relationships Amount of Gain Recognized in Accumulated Other Comprehensive Loss, net of tax Location of Amounts Reclassified from Accumulated Other Comprehensive Loss Amount of Loss Reclassified from Accumulated Other Comprehensive Loss to Income, net of tax For the 13-weeks ended March 31, 2018 Interest rate swaps $ 8,814 Interest expense─net $ 226 During the next twelve months, the Company estimates that $5 million will be reclassified from accumulated other comprehensive loss to income. Credit Risk-Related Contingent Features− The interest swap agreements contain a provision whereby the Company could be declared in default on its hedging obligations if more than $75 million of the Company’s other indebtedness is accelerated. As of March 31, 2018, none of our indebtedness was accelerated. We review counterparty credit risk and currently are not aware of any facts that indicate our counterparties will not be able to comply with the contractual terms of their agreements. Contingent Consideration Payable for Business Acquisitions As discussed in Note 4, Business Acquisitions, contingent consideration may be paid under an earnout agreement in the event certain operating results are achieved during a defined post-closing period. The amounts included in the above table, classified under Level 3 within the fair value hierarchy, represent the estimated fair value of the earnout liability for the respective periods. We estimate the fair value of earnout 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 consideration are included in distribution, selling and administrative costs in the Consolidated Statements of Comprehensive Income. Other Fair Value Measurements The carrying value of cash, accounts receivable, bank checks outstanding, accounts payable and accrued expenses approximate their fair values due to their short-term maturities. The fair value of the Company’s total debt approximated $3.7 billion and $3.8 billion as of March 31, 2018 and December 30, 2017, respectively, as compared to its carrying value of $3.6 billion and $3.8 billion as of March 31, 2018 and December 30, 2017, respectively. The March 31, 2018 and December 30, 2017 fair value of the Company’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 the Company’s debt is primarily classified under Level 3 of the fair value hierarchy, with fair value estimated based upon a combination of the cash outflows expected under these debt facilities, interest rates that are currently available to the Company for debt with similar terms, and estimates of the Company’s overall credit risk. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | 1 1 . DEBT Total debt consisted of the following (in thousands): Interest Rate at Debt Description Maturity March 31, 2018 March 31, 2018 December 30, 2017 ABL Facility October 20, 2020 6.25 % $ 35,000 $ 80,000 2012 ABS Facility September 21, 2020 2.80 470,000 580,000 Amended and Restated 2016 Term Loan (net of $9,508 and $9,963 of unamortized deferred financing costs) June 27, 2023 4.38 2,151,992 2,157,037 2016 Senior Notes (net of $5,991 and $6,229 of unamortized deferred financing costs) June 15, 2024 5.88 594,009 593,771 Obligations under capital leases 2018–2025 2.36 - 6.18 369,725 336,603 Other debt 2018–2031 5.75 - 9.00 9,768 9,870 Total debt 3,630,494 3,757,281 Current portion of long-term debt (120,737 ) (109,226 ) Long-term debt $ 3,509,757 $ 3,648,055 At March 31, 2018, after considering interest rate swaps, as described in Note 10, Fair Value Measurements, 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 of up to $1,300 million, with its capacity limited by a borrowing base. As of March 31, 2018, USF had $35 million of outstanding borrowings, and had issued letters of credit totaling $411 million under the ABL Facility. Outstanding letters of credit included: (1) $79 million issued to secure USF’s obligations with respect to certain facility leases, (2) $329 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 $854 million at March 31, 2018. As of March 31, 2018, USF can periodically elect to pay interest at an alternative base rate (“ABR”), as defined in the ABL Facility, or the London Inter Bank Offered Rate (“LIBOR”) plus applicable interest rate spreads as provided for in the agreement. The interest rate spreads are the lowest provided for in the agreement, based upon USF’s consolidated secured leverage ratio (as defined in the agreement). Accounts Receivable Financing Program —Under the 2012 ABS Facility, USF sells, on a revolving basis, its eligible receivables to the Receivables Company. See Note 6, Accounts Receivable Financing Program. The maximum capacity under the 2012 ABS Facility is $800 million. Borrowings under the 2012 ABS Facility were $470 million at March 31, 2018. The Company, at its option, can request additional borrowings up to the maximum commitment, provided sufficient eligible receivables are available as collateral. There was available capacity on the 2012 ABS Facility of $259 million at March 31, 2018 based on eligible receivables as collateral. 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 under which USF can periodically elect to pay interest at ABR plus 1.50% or LIBOR plus 2.50%, with a LIBOR floor of zero. The interest rate spread on both ABR and LIBOR borrowings can be further reduced 25 basis points to either ABR plus 1.25% or LIBOR plus 2.25%, if USF’s consolidated secured leverage ratio (as defined in the Amended and Restated 2016 Term Loan) is equal to or less than 1.75:1.00 at the end of the most recent fiscal quarter. At March 31, 2018, USF’s consolidated secured leverage ratio exceeded 1.75:1.00. The table above reflects the March 31, 2018 interest rate on the unhedged portion of the principal amount of the Amended and Restated 2016 Term Loan. The interest rate on the $1.1 billion of the principal amount of the Amended and Restated 2016 Term Loan subject to hedging agreements is 4.21%. Restrictive Covenants The 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 March 31, 2018, USF had $790 million of restricted payment capacity under these covenants, and approximately $2,056 million of its net assets were restricted after taking into consideration the net deferred tax assets and intercompany balances that eliminate in consolidation . |
Restructuring Liabilities
Restructuring Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Liabilities | 1 2 . RESTRUCTURING LIABILITIES The following table summarizes the changes in the restructuring liabilities for the 13-weeks ended March 31, 2018 (in thousands): Severance and Related Costs Facility Closing Costs Total Balance at December 30, 2017 $ 4,835 $ 500 $ 5,335 Current period charges 247 — 247 Change in estimate 1,293 — 1,293 Payments and usage—net of accretion (2,434 ) — (2,434 ) Balance at March 31, 2018 $ 3,941 $ 500 $ 4,441 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 March 31, 2018, $2 million was recognized primarily for changes in estimates of prior year initiatives. During the 13-weeks ended April 1, 2017, net costs of were recognized related to initiatives launched in late 2016 to centralize certain field procurement and replenishment activities, and reduced corporate and administrative costs. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 1 3 . RELATED PARTY TRANSACTIONS Based solely on information provided in its most recent public filing, as of December 31, 2017, FMR LLC held approximately 13% of the Company’s outstanding common stock. As reported by the Company’s administrative agent, as amount of the Amended and Restated 2016 Term Loan. During fiscal year 2017, the Company completed four secondary offerings of its common stock held primarily by the Sponsors. Following the completion of the final offering in December 2017, the Sponsors no longer hold any shares of the Company’s common stock. The Company did not receive any proceeds from the offerings. In accordance with terms of the previously-effective registration rights agreement with the Sponsors, the Company incurred approximately $4 million of expenses in connection with the offerings during fiscal year 2017, approximately $1 million of which was incurred during the 13-weeks ended April 1, 2017. Underwriting discounts and commissions were paid by the selling shareholders. |
Retirement Plans
Retirement Plans | 3 Months Ended |
Mar. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plans | 1 4 . 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 Plans March 31, 2018 April 1, 2017 March 31, 2018 April 1, 2017 Components of net periodic benefit (credits) costs Service cost $ 573 $ 506 $ 9 $ 10 Interest cost 8,781 10,138 59 72 Expected return on plan assets (12,780 ) (11,964 ) — — Amortization of prior service cost 1 35 2 1 Amortization of net loss (gain) 846 1,051 (39 ) (13 ) Net periodic benefit (credits) costs $ (2,579 ) $ (234 ) $ 31 $ 70 The service cost component of net periodic benefit (credits) costs is included in distribution, selling and administrative costs, while the other components of net periodic benefit (credits) costs are included in other income—net, respectively, in the Consolidated Statement of Comprehensive Income. The Company contributed $10 million to its defined benefit and other postretirement plans during both 13-week periods ended March 31, 2018 and April 1, 2017. In April 2018, with an additional $25 million contribution, the Company completed substantially all of the 2018 planned contributions to its defined benefit and other postretirement plans. The Company’s employees are eligible to participate in a Company sponsored defined contribution 401(k) plan that 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 401(k) plan matching contributions were $13 million and $12 million for the 13-weeks ended March 31, 2018 and April 1, 2017, respectively. The Company also contributes to numerous multiemployer pension plans under the terms of certain 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 during both 13-week periods ended March 31, 2018 and April 1, 2017. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 1 5 . EARNINGS PER SHARE Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding. Diluted EPS is computed using the weighted average number of shares of common stock, plus the effect of potentially dilutive securities. Stock options, non-vested restricted shares with forfeitable dividend rights, 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 EPS: 13-Weeks Ended March 31, 2018 April 1, 2017 Numerator (in thousands): Net income $ 67,317 $ 26,816 Denominator: Weighted - 215,080,238 221,364,013 Dilutive effect of share-based awards 2,131,984 4,959,397 Weighted-average dilutive shares outstanding 217,212,222 226,323,410 Basic earnings per share $ 0.31 $ 0.12 Diluted earnings per share $ 0.31 $ 0.12 |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Loss | 1 6 . 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 March 31, 2018 April 1, 2017 Accumulated other comprehensive loss components Retirement benefit obligations: Balance at beginning of period (1) $ (103,192 ) $ (119,363 ) Reclassification adjustments: Amortization of prior service cost (2) (3) 3 36 Amortization of net loss (2) (3) 807 1,038 Total before income tax 810 1,074 Income tax provision 207 417 Current period comprehensive income, net of tax 603 657 Balance at end of period (1) $ (102,589 ) $ (118,706 ) Interest rate swaps: Balance at beginning of period (1) $ 7,437 $ — Change in fair value of interest rate swaps 11,847 — Amounts reclassified to interest expense−net 303 — Total before income tax 12,150 — Income tax provision 3,110 — Current period comprehensive income, net of tax 9,040 — Balance at end of period (1) $ 16,477 $ — Accumulated other comprehensive loss at end of period (1) $ (86,112 ) $ (118,706 ) (1) Amounts are presented net of tax. (2) Included in the computation of net periodic benefit costs. See Note 14, Retirement Plans, for additional information. (3) Included in other income—net in the Consolidated Statements of Comprehensive Income. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 7 . 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. On December 22, 2017 the U.S. government enacted comprehensive tax legislation referred to herein as the Tax Act. The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to (1) a reduction of the U.S. federal corporate tax rate and (2) bonus depreciation that permits full expensing of qualified property. The SEC staff issued Staff Accounting Bulletin 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740 , Income Taxes Income Taxes , Income Taxes The Tax Act reduced the corporate tax rate to 21 percent, effective January 1, 2018 and provided for bonus depreciation that allows for full expensing of qualified assets placed into service after September 27, 2017. The Company’s accounting for the reduction of the corporate tax rate and bonus depreciation that allows for full expensing of qualified property is incomplete. However, the Company was able to determine a reasonable estimate of the impact of the corporate tax rate reduction and bonus depreciation that will allow for full expensing of qualified property. Consequently, the Company recorded a provisional decrease to deferred tax liabilities of $173 million with a corresponding adjustment to deferred income tax benefit of $173 million for the year ended December 30, 2017 related to the reduction of the corporate tax rate. Additionally, the Company recorded a provisional increase in net deferred tax liabilities of $4 million with a corresponding adjustment of $4 million to other long-term liabilities for the year ended December 30, 2017 related to bonus depreciation that allowed for full expensing of qualified property. The income tax effects for these positions require further analysis to prepare the accounting related to the income tax effects of the Tax Act in reasonable detail. No adjustment to the provisional estimates recorded for the year ended December 30, 2017 was recorded in the 13-weeks ended March 31, 2018. The accounting for these items is expected to be complete when the 2017 U.S. federal income tax return is filed in 2018. 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 March 31, 2018 and April 1, 2017 for purposes of determining its year-to-date tax provision. The effective tax rate for the 13-weeks ended March 31, 2018 of (7)% varied from the 21% 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 $19 million, primarily related to the reduction of an unrecognized tax benefit due to the receipt of an affirmative written consent from the IRS to change a method of accounting and a tax benefit of $2 million, primarily related to excess tax benefits associated with share-based compensation. 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 8 . 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 March 31, 2018, the Company had $790 million of purchase orders and purchase contract commitments, for products to be purchased in the remainder of fiscal year 2018, that were 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 March 31, 2018, the Company had diesel fuel forward purchase commitments totaling $17 million through June 2018. Additionally, as of March 31, 2018, the Company had electricity forward purchase commitments totaling $6 million through June 2021. 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, 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. |
Business Information
Business Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Business Information | 1 9 . BUSINESS INFORMATION The Company’s consolidated results represents the results of 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. |
Recent Accounting Pronounceme25
Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, In May 2017, the FASB issued ASU No. 2017-09, Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting . In March 2017, the FASB issued ASU No. 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendments in this update require retrospective presentation in the statement of comprehensive income. The amendments allow a practical expedient that permits an employer to use the amounts disclosed in its pension and other postretirement benefit plan note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. 0.7 million of net periodic benefit credits, other than the service cost components, were reclassified to other income net, in the Consolidated Statement of Comprehensive Income. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash For the periods presented, cash, cash equivalents and restricted cash consisted of the following (in thousands): March 31, 2018 December 30, 2017 Cash and cash equivalents $ 85,286 $ 118,849 Restricted cash−included in other assets 354 335 Total cash, cash equivalents and restricted cash $ 85,640 $ 119,184 In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10)—Recognition and Measurement of Financial Assets and Financial Liabilities The Company adopted the guidance in this ASU at the beginning of fiscal year 2018, with no impact to its financial position or results of operations. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, to its financial position or results of operations Recently Issued Accounting Pronouncements In February 2018, the FASB issued ASU No. 2018-02, Income Statement, Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income . This ASU Tax Cuts and Jobs Act (the “Tax Act”) accumulated other comprehensive income In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, 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), Leases |
Revenue Recognition | REVENUE RECOGNITION In accordance with ASC 606, Revenue from Contracts with Customers to its financial position or results of operations 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. For the Company, the contract is the approved sales order, which may also be supplemented by other agreements that formalize various terms and conditions with customers, including restaurant chains, government organizations or group purchase organizations. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. 2) Identify the performance obligation in the contract Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer. For the Company, this includes the delivery of food and food-related products, which provide immediate benefit to the customer. While certain additional services may be identified within a contract, we have concluded that those services are individually immaterial in the context of the contract with the customer and therefore not assessed as performance obligations. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer, and is generally stated on the approved sales order. Variable consideration, which typically includes volume-based rebates or discounts, are estimated utilizing the most likely amount method. 4) Allocate the transaction price to performance obligations in the contract Since our contracts contain a single performance obligation, delivery of food and food-related products, the transaction price is allocated to that single performance obligation. 5) Recognize Revenue when or as the Company satisfies a performance obligation The Company recognizes revenue from the sale of food and food-related products when title and risk of loss passes and the customer accepts the goods, which generally occurs at delivery. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of sales at the time the sale is recognized. Sales taxes invoiced to customers and remitted to governmental authorities are excluded from net sales. Shipping and handling costs are treated as fulfillment costs and presented in distribution, selling and administrative costs. The Company does not have any performance obligations, contract assets and liabilities or capitalized contract acquisition costs. The following table presents the disaggregation of revenue according to sales mix for the Company’s principal product categories (in thousands): 13-Weeks Ended March 31, 2018 April 1, 2017 Meats and seafood $ 2,067,918 $ 2,032,186 Dry grocery products 1,042,259 1,056,385 Refrigerated and frozen grocery products 944,142 931,994 Dairy 609,506 606,776 Equipment, disposables and supplies 539,971 540,279 Beverage products 318,432 319,669 Produce 300,293 301,136 Net sales $ 5,822,521 $ 5,788,425 |
Recent Accounting Pronounceme26
Recent Accounting Pronouncements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Changes And Error Corrections [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | For the periods presented, cash, cash equivalents and restricted cash consisted of the following (in thousands): March 31, 2018 December 30, 2017 Cash and cash equivalents $ 85,286 $ 118,849 Restricted cash−included in other assets 354 335 Total cash, cash equivalents and restricted cash $ 85,640 $ 119,184 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Disaggregation of Revenue According to Sales Mix for Principal Product Categories | The following table presents the disaggregation of revenue according to sales mix for the Company’s principal product categories (in thousands): 13-Weeks Ended March 31, 2018 April 1, 2017 Meats and seafood $ 2,067,918 $ 2,032,186 Dry grocery products 1,042,259 1,056,385 Refrigerated and frozen grocery products 944,142 931,994 Dairy 609,506 606,776 Equipment, disposables and supplies 539,971 540,279 Beverage products 318,432 319,669 Produce 300,293 301,136 Net sales $ 5,822,521 $ 5,788,425 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Purchase Price Allocations Recognized for Acquisitions | The following table summarizes the purchase price allocations recognized for the 2017 acquisitions as follows (in thousands): December 30, 2017 Accounts receivable $ 17,108 Inventories 25,232 Other current assets 677 Property and equipment 29,492 Goodwill 58,528 Other intangible assets 72,050 Accounts payable (7,986 ) Accrued expenses and other current liabilities (5,837 ) Deferred income taxes (7,277 ) Cash paid for acquisitions $ 181,987 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Other Intangibles, Net | Goodwill and other intangibles, net, consisted of the following (in thousands): March 31, 2018 December 30, 2017 Goodwill $ 3,967,322 $ 3,966,565 Other intangibles—net Customer relationships—amortizable: Gross carrying amount $ 154,230 $ 154,230 Accumulated amortization (55,842 ) (46,203 ) Net carrying value 98,388 108,027 Noncompete agreements—amortizable: Gross carrying amount 3,950 3,950 Accumulated amortization (1,387 ) (1,159 ) Net carrying value 2,563 2,791 Brand names and trademarks—not amortizing 252,800 252,800 Total Other intangibles—net $ 353,751 $ 363,618 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 and December 30, 2017, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows (in thousands): March 31, 2018 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 24,841 $ — $ 24,841 Liabilities Contingent consideration payable for business acquisition $ — $ — $ 500 $ 500 December 30, 2017 Level 1 Level 2 Level 3 Total Assets Money market funds $ 1,100 $ — $ — $ 1,100 Interest rate swaps $ — $ 12,717 — 12,717 $ 1,100 $ 12,717 $ — $ 13,817 Liabilities Contingent consideration payable for business acquisition $ — $ — $ 1,000 $ 1,000 |
Schedule of Balance Sheet Location and Fair Value of Company’s Interest Rate Swaps | The following table presents the balance sheet location and fair value of the interest rate swaps at March 31, 2018 and December 30, 2017 (in thousands): Fair Value Balance Sheet Location March 31, 2018 December 30, 2017 Derivatives designated as hedging instruments Interest rate swaps Other current assets $ 4,694 $ 430 Interest rate swaps Other noncurrent assets $ 20,147 $ 12,287 Total $ 24,841 $ 12,717 |
Schedule of Effect of Company Interest Rate Swaps in Consolidated Statement of Comprehensive Income | The following table presents the effect of the Company’s interest rate swaps in the Consolidated Statement of Comprehensive Income for the 13-weeks ended March 31, 2018 (in thousands): Derivatives in Cash Flow Hedging Relationships Amount of Gain Recognized in Accumulated Other Comprehensive Loss, net of tax Location of Amounts Reclassified from Accumulated Other Comprehensive Loss Amount of Loss Reclassified from Accumulated Other Comprehensive Loss to Income, net of tax For the 13-weeks ended March 31, 2018 Interest rate swaps $ 8,814 Interest expense─net $ 226 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Components of Total Debt | Total debt consisted of the following (in thousands): Interest Rate at Debt Description Maturity March 31, 2018 March 31, 2018 December 30, 2017 ABL Facility October 20, 2020 6.25 % $ 35,000 $ 80,000 2012 ABS Facility September 21, 2020 2.80 470,000 580,000 Amended and Restated 2016 Term Loan (net of $9,508 and $9,963 of unamortized deferred financing costs) June 27, 2023 4.38 2,151,992 2,157,037 2016 Senior Notes (net of $5,991 and $6,229 of unamortized deferred financing costs) June 15, 2024 5.88 594,009 593,771 Obligations under capital leases 2018–2025 2.36 - 6.18 369,725 336,603 Other debt 2018–2031 5.75 - 9.00 9,768 9,870 Total debt 3,630,494 3,757,281 Current portion of long-term debt (120,737 ) (109,226 ) Long-term debt $ 3,509,757 $ 3,648,055 |
Restructuring Liabilities (Tabl
Restructuring Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring And Related Activities [Abstract] | |
Summary of Changes in Restructuring Liabilities | The following table summarizes the changes in the restructuring liabilities for the 13-weeks ended March 31, 2018 (in thousands): Severance and Related Costs Facility Closing Costs Total Balance at December 30, 2017 $ 4,835 $ 500 $ 5,335 Current period charges 247 — 247 Change in estimate 1,293 — 1,293 Payments and usage—net of accretion (2,434 ) — (2,434 ) Balance at March 31, 2018 $ 3,941 $ 500 $ 4,441 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Components of Net Periodic Benefit (Credits) 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 Plans March 31, 2018 April 1, 2017 March 31, 2018 April 1, 2017 Components of net periodic benefit (credits) costs Service cost $ 573 $ 506 $ 9 $ 10 Interest cost 8,781 10,138 59 72 Expected return on plan assets (12,780 ) (11,964 ) — — Amortization of prior service cost 1 35 2 1 Amortization of net loss (gain) 846 1,051 (39 ) (13 ) Net periodic benefit (credits) costs $ (2,579 ) $ (234 ) $ 31 $ 70 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted EPS | The following table sets forth the computation of basic and diluted EPS: 13-Weeks Ended March 31, 2018 April 1, 2017 Numerator (in thousands): Net income $ 67,317 $ 26,816 Denominator: Weighted - 215,080,238 221,364,013 Dilutive effect of share-based awards 2,131,984 4,959,397 Weighted-average dilutive shares outstanding 217,212,222 226,323,410 Basic earnings per share $ 0.31 $ 0.12 Diluted earnings per share $ 0.31 $ 0.12 |
Changes in Accumulated Other 35
Changes in Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 April 1, 2017 Accumulated other comprehensive loss components Retirement benefit obligations: Balance at beginning of period (1) $ (103,192 ) $ (119,363 ) Reclassification adjustments: Amortization of prior service cost (2) (3) 3 36 Amortization of net loss (2) (3) 807 1,038 Total before income tax 810 1,074 Income tax provision 207 417 Current period comprehensive income, net of tax 603 657 Balance at end of period (1) $ (102,589 ) $ (118,706 ) Interest rate swaps: Balance at beginning of period (1) $ 7,437 $ — Change in fair value of interest rate swaps 11,847 — Amounts reclassified to interest expense−net 303 — Total before income tax 12,150 — Income tax provision 3,110 — Current period comprehensive income, net of tax 9,040 — Balance at end of period (1) $ 16,477 $ — Accumulated other comprehensive loss at end of period (1) $ (86,112 ) $ (118,706 ) (1) Amounts are presented net of tax. (2) Included in the computation of net periodic benefit costs. See Note 14, Retirement Plans, for additional information. (3) Included in other income—net in the Consolidated Statements of Comprehensive Income. |
Overview and Basis of Present36
Overview and Basis of Presentation - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2018Segment | |
Business Combinations [Abstract] | |
Business segment | 1 |
Recent Accounting Pronounceme37
Recent Accounting Pronouncements - Additional Information (Detail) - ASU 2017-07 [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Description of prior-period information retrospectively adjusted | The Company retrospectively adopted this guidance at the beginning of fiscal year 2018. For the 13-weeks ended April 1, 2017, $0.7 million of net periodic benefit credits, other than the service cost components, were reclassified to other income—net, in the Consolidated Statement of Comprehensive Income. | |
Net periodic benefit credits, other than service cost components, reclassified to other income—net | $ 0.7 |
Recent Accounting Pronounceme38
Recent Accounting Pronouncements - Schedule of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 30, 2017 | Apr. 01, 2017 | Dec. 31, 2016 |
Accounting Changes And Error Corrections [Abstract] | ||||
Cash and cash equivalents | $ 85,286 | $ 118,849 | ||
Restricted cash−included in other assets | 354 | 335 | ||
Total cash, cash equivalents and restricted cash | $ 85,640 | $ 119,184 | $ 152,206 | $ 131,436 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregation of Revenue According to Sales Mix for Principal Product Categories (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Disaggregation Of Revenue [Line Items] | ||
Net sales | $ 5,822,521 | $ 5,788,425 |
Meats and Seafood [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 2,067,918 | 2,032,186 |
Dry Grocery Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 1,042,259 | 1,056,385 |
Refrigerated and Frozen Grocery Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 944,142 | 931,994 |
Dairy [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 609,506 | 606,776 |
Equipment, Disposables and Supplies [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 539,971 | 540,279 |
Beverage Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 318,432 | 319,669 |
Produce [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | $ 300,293 | $ 301,136 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2018USD ($)Business | Apr. 01, 2017USD ($) | Dec. 30, 2017USD ($) | Dec. 30, 2017Broadline | Dec. 30, 2017SpecialtyDistributor | |
Business Combinations [Abstract] | |||||
Business acquisitions during the period | 0 | 3 | 2 | ||
Cash consideration for acquisition | $ 182,000 | ||||
Contingent consideration paid for business acquisition | $ 500 | $ 5,000 | |||
Aggregate contingent consideration outstanding for acquisition | 6,000 | ||||
Estimated fair value of earnout liabilities | $ 500 |
Business Acquisitions - Purchas
Business Acquisitions - Purchase Price Allocations Recognized for Acquisitions (Detail) $ in Thousands | Dec. 30, 2017USD ($) |
Business Combinations [Abstract] | |
Accounts receivable | $ 17,108 |
Inventories | 25,232 |
Other current assets | 677 |
Property and equipment | 29,492 |
Goodwill | 58,528 |
Other intangible assets | 72,050 |
Accounts payable | (7,986) |
Accrued expenses and other current liabilities | (5,837) |
Deferred income taxes | (7,277) |
Cash paid for acquisitions | $ 181,987 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | Dec. 30, 2017 | |
Inventory Disclosure [Abstract] | |||
LIFO balance sheet reserves | $ 149 | $ 130 | |
Effect of LIFO reserves on cost of goods sold | $ 19 | $ 10 |
Accounts Receivable Financing43
Accounts Receivable Financing Program - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 30, 2017 |
2012 ABS Facility [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 1,008 | $ 964 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 30, 2017 |
Assets Of Disposal Group Including Discontinued Operation Current [Abstract] | ||
Assets held for sale | $ 5,178 | $ 5,178 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Apr. 01, 2017 | Dec. 30, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, accumulated depreciation | $ 1,967 | $ 1,926 | |
Depreciation expense | $ 71 | $ 69 | |
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 Intangible46
Goodwill and Other Intangibles - Additional Information (Detail) - USD ($) | Jul. 02, 2017 | Mar. 31, 2018 | Apr. 01, 2017 |
Other Intangible Assets [Line Items] | |||
Amortization expense | $ 10,000,000 | $ 39,000,000 | |
Goodwill, impairment | $ 0 | ||
Indefinite-lived intangible assets, impairment | $ 0 | ||
Customer Relationship [Member] | Minimum [Member] | |||
Other Intangible Assets [Line Items] | |||
Estimated useful lives of intangible assets | 2 years | ||
Customer Relationship [Member] | Maximum [Member] | |||
Other Intangible Assets [Line Items] | |||
Estimated useful lives of intangible assets | 4 years | ||
Noncompete Agreements [Member] | Minimum [Member] | |||
Other Intangible Assets [Line Items] | |||
Estimated useful lives of intangible assets | 2 years | ||
Noncompete Agreements [Member] | Maximum [Member] | |||
Other Intangible Assets [Line Items] | |||
Estimated useful lives of intangible assets | 4 years |
Goodwill and Other Intangible47
Goodwill and Other Intangibles - Schedule of Goodwill and Other Intangibles, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 30, 2017 |
Other Intangible Assets [Line Items] | ||
Goodwill | $ 3,967,322 | $ 3,966,565 |
Total Other intangibles—net | 353,751 | 363,618 |
Brand Names and Trademarks [Member] | ||
Other Intangible Assets [Line Items] | ||
Brand names and trademarks—not amortizing | 252,800 | 252,800 |
Customer Relationship [Member] | ||
Other Intangible Assets [Line Items] | ||
Gross carrying amount | 154,230 | 154,230 |
Accumulated amortization | (55,842) | (46,203) |
Net carrying value | 98,388 | 108,027 |
Noncompete Agreements [Member] | ||
Other Intangible Assets [Line Items] | ||
Gross carrying amount | 3,950 | 3,950 |
Accumulated amortization | (1,387) | (1,159) |
Net carrying value | $ 2,563 | $ 2,791 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Aug. 01, 2017 | Mar. 31, 2018 | Mar. 30, 2019 | Dec. 30, 2017 |
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 | ||
Total debt fair value debt | 3,700,000,000 | 3,800,000,000 | ||
Net carrying value of debt | 3,600,000,000 | 3,800,000,000 | ||
Scenario Forecast [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Reclassified from accumulated other comprehensive loss to income | $ 5,000,000 | |||
Interest Rate Swap [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Amount of company's other indebtedness | $ 75,000,000 | |||
Amended and Restated 2016 Term Loan [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Interest Rate | 4.38% | |||
Debt instrument, maturity date | Jun. 27, 2023 | |||
Amended and Restated 2016 Term Loan [Member] | Interest Rate Swap [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Interest rate swap agreements term | 4 years | |||
Notional amount of debt hedged | $ 1,100,000,000 | |||
Notional amount of debt hedged | $ 825,000,000 | |||
Aggregate rate on notional amount | 4.21% | |||
Variable rate on notional amount | 1.71% | |||
Basis spread on variable rate on notional amount | 2.50% | |||
Net carrying value of debt | $ 1,100,000,000 | |||
Senior Notes [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Interest Rate | 5.88% | |||
Debt instrument, maturity date | Jun. 15, 2024 | |||
Senior Notes [Member] | The 2016 Senior Notes [Member] | Level 2 [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 | |||
Fair value of Senior Notes | $ 600,000,000 | $ 600,000,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 30, 2017 |
Liabilities | ||
Contingent consideration payable for business acquisition | $ 6,000 | |
Recurring Fair Value Measurements [Member] | ||
Assets | ||
Money market funds | $ 1,100 | |
Interest rate swaps | 24,841 | 12,717 |
Total assets | 13,817 | |
Liabilities | ||
Contingent consideration payable for business acquisition | 500 | 1,000 |
Recurring Fair Value Measurements [Member] | Level 1 [Member] | ||
Assets | ||
Money market funds | 1,100 | |
Total assets | 1,100 | |
Recurring Fair Value Measurements [Member] | Level 2 [Member] | ||
Assets | ||
Interest rate swaps | 24,841 | 12,717 |
Total assets | 12,717 | |
Recurring Fair Value Measurements [Member] | Level 3 [Member] | ||
Liabilities | ||
Contingent consideration payable for business acquisition | $ 500 | $ 1,000 |
Fair Value Measurements - Sch50
Fair Value Measurements - Schedule of Balance Sheet Location and Fair Value of Company's Interest Rate Swaps (Detail) - Derivatives Designated as Hedging Instruments [Member] - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 30, 2017 |
Derivatives Fair Value [Line Items] | ||
Interest rate swaps | $ 24,841 | $ 12,717 |
Other Current Assets [Member] | ||
Derivatives Fair Value [Line Items] | ||
Interest rate swaps | 4,694 | 430 |
Other Non current Assets [Member] | ||
Derivatives Fair Value [Line Items] | ||
Interest rate swaps | $ 20,147 | $ 12,287 |
Fair Value Measurements - Sch51
Fair Value Measurements - Schedule of Effect of Company Interest Rate Swaps in Consolidated Statement of Comprehensive Income (Detail) - Cash Flow Hedging [Member] - Interest Rate Swap [Member] - Interest Expense - Net [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Amount of Gain Recognized in Accumulated Other Comprehensive Loss, net of tax | $ 8,814 |
Amount of Loss Reclassified from Accumulated Other Comprehensive Loss to Income, net of tax | $ 226 |
Debt - Components of Total Debt
Debt - Components of Total Debt (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 30, 2017 | |
Debt Instrument [Line Items] | ||
Total debt | $ 3,630,494 | $ 3,757,281 |
Current portion of long-term debt | (120,737) | (109,226) |
Long-term debt | 3,509,757 | 3,648,055 |
Amended and Restated 2016 Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 2,151,992 | 2,157,037 |
Contractual Maturity | Jun. 27, 2023 | |
Interest Rate | 4.38% | |
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 594,009 | 593,771 |
Contractual Maturity | Jun. 15, 2024 | |
Interest Rate | 5.88% | |
Obligations Under Capital Leases [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 369,725 | 336,603 |
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] | ||
Total debt | $ 35,000 | 80,000 |
Contractual Maturity | Oct. 20, 2020 | |
Interest Rate | 6.25% | |
2012 ABS Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 470,000 | 580,000 |
Contractual Maturity | Sep. 21, 2020 | |
Interest Rate | 2.80% | |
Other Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 9,768 | $ 9,870 |
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 - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Billions | Mar. 31, 2018 | Dec. 30, 2017 |
Debt Instrument [Line Items] | ||
Total debt | $ 3.6 | $ 3.8 |
Interest Rate Swap [Member] | Amended and Restated 2016 Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 1.1 | |
Percentage of principal amount of total debt borrowed at fixed rate | 57.00% | |
Percentage of principal amount of total debt borrowed at floating rate | 43.00% |
Debt - Revolving Credit Agreeme
Debt - Revolving Credit Agreement - Additional Information (Detail) - ABL Senior Secured Revolving Facility [Member] | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 1,300,000,000 |
Revolving credit facility, outstanding amount | 35,000,000 |
Available capacity on the ABL Facility | $ 854,000,000 |
Interest rate | ABR, or the London Inter Bank Offered Rate (“LIBOR”) plus applicable interest rate spreads as provided for in the agreement |
Standby Letters of Credit for Self Insurance Program [Member] | |
Debt Instrument [Line Items] | |
Letters of credit, outstanding amount | $ 329,000,000 |
Other Obligations [Member] | |
Debt Instrument [Line Items] | |
Letters of credit, outstanding amount | 3,000,000 |
Obligations Under Capital Leases [Member] | |
Debt Instrument [Line Items] | |
Letters of credit, outstanding amount | 79,000,000 |
Letter of Credit [Member] | |
Debt Instrument [Line Items] | |
Revolving credit facility, outstanding amount | $ 411,000,000 |
Debt - Accounts Receivable Fina
Debt - Accounts Receivable Financing Program - Additional Information (Detail) - USD ($) | Mar. 31, 2018 | Dec. 30, 2017 |
Debt Instrument [Line Items] | ||
Total debt | $ 3,600,000,000 | $ 3,800,000,000 |
2012 ABS Facility [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 800,000,000 | |
Total debt | 470,000,000 | |
Available capacity | $ 259,000,000 |
Debt - Term Loan Agreement - Ad
Debt - Term Loan Agreement - Additional Information (Detail) - Amended and Restated 2016 Term Loan [Member] | Jun. 27, 2016 | Mar. 31, 2018 |
Debt Instrument [Line Items] | ||
Floor interest rate on basis spread | 0.00% | |
Reduction of basis points | (25.00%) | |
Interest rate above base rate | 1.50% | 1.25% |
Derivative interest rate | 4.21% | |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Consolidated secured leverage ratio | 1.75% | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Consolidated secured leverage ratio | 1.75% | |
LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable interest rate | 2.50% | 2.25% |
Debt - Restrictive Covenants -
Debt - Restrictive Covenants - Additional Information (Detail) $ in Millions | Mar. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
Restricted payment capacity | $ 790 |
Restricted asset | $ 2,056 |
Restructuring Liabilities - Sum
Restructuring Liabilities - Summary of Changes in Restructuring Liabilities (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Balance at beginning of period | $ 5,335 |
Current period charges | 247 |
Change in estimate | 1,293 |
Payments and usage—net of accretion | (2,434) |
Balance at end of period | 4,441 |
Severance and Related Costs [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Balance at beginning of period | 4,835 |
Current period charges | 247 |
Change in estimate | 1,293 |
Payments and usage—net of accretion | (2,434) |
Balance at end of period | 3,941 |
Facility Closing Costs [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Balance at beginning of period | 500 |
Balance at end of period | $ 500 |
Restructuring Liabilities - Add
Restructuring Liabilities - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Restructuring And Related Activities [Abstract] | ||
Change in estimates of prior year initiatives | $ 2 | |
Net costs recognized related to initiatives launched in late 2016 | $ 2 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Apr. 01, 2017 | Dec. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||||
Principal amount | $ 3,800,000,000 | $ 3,600,000,000 | ||
Secondary Offerings [Member] | ||||
Related Party Transaction [Line Items] | ||||
Expenses related to shares sold | $ 1,000,000 | 4,000,000 | ||
FMR LLC [Member] | Amended and Restated 2016 Term Loan [Member] | ||||
Related Party Transaction [Line Items] | ||||
Principal amount | $ 42,000,000 | |||
FMR LLC [Member] | US Foods Holding Corp [Member] | ||||
Related Party Transaction [Line Items] | ||||
Percentage of company's outstanding common stock | 13.00% | |||
Sponsor | Follow-on Offerings [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from common stock sales | $ 0 |
Retirement Plans - Components o
Retirement Plans - Components of Net Periodic Benefit (Credits) Costs for Pension and Other Postretirement Benefits (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Pension Benefits [Member] | ||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ||
Service cost | $ 573 | $ 506 |
Interest cost | 8,781 | 10,138 |
Expected return on plan assets | (12,780) | (11,964) |
Amortization of prior service cost | 1 | 35 |
Amortization of net loss (gain) | 846 | 1,051 |
Net periodic benefit (credits) costs | (2,579) | (234) |
Other Postretirement Plans [Member] | ||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ||
Service cost | 9 | 10 |
Interest cost | 59 | 72 |
Amortization of prior service cost | 2 | 1 |
Amortization of net loss (gain) | (39) | (13) |
Net periodic benefit (credits) costs | $ 31 | $ 70 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2018 | Mar. 31, 2018 | Apr. 01, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Contribution to defined benefit and other post retirement plans | $ 10 | $ 10 | |
Company's contributions to plan | 9 | 9 | |
Defined Contribution Plan 401K [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Company's contributions to plan | $ 13 | $ 12 | |
Defined Contribution Plan 401K [Member] | Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Maximum Company matching contribution | 4.00% | ||
Defined Contribution Plan 401K [Member] | First 3% of Participants Compensation [Member] | |||
Defined Benefit Plan Disclosure [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 Plan Disclosure [Line Items] | |||
Matching contributions | 50.00% | ||
Participant's compensation for which company matches contribution | 2.00% | ||
Subsequent Event [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Additional contribution to defined benefit and other post retirement plans | $ 25 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Computation of Basic and Diluted EPS (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Numerator: | ||
Net income | $ 67,317 | $ 26,816 |
Denominator: | ||
Weighted-average common shares outstanding | 215,080,238 | 221,364,013 |
Dilutive effect of share-based awards | 2,131,984 | 4,959,397 |
Weighted-average dilutive shares outstanding | 217,212,222 | 226,323,410 |
Basic earnings per share | $ 0.31 | $ 0.12 |
Diluted earnings per share | $ 0.31 | $ 0.12 |
Changes in Accumulated Other 64
Changes in Accumulated Other Comprehensive Loss - Schedule of Changes in Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
BEGINNING BALANCE | $ 2,751,363 | |
ENDING BALANCE | 2,845,887 | |
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 | 3 | $ 36 |
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 | 807 | 1,038 |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
BEGINNING BALANCE | (103,192) | (119,363) |
Total before income tax | 810 | 1,074 |
Income tax provision | 207 | 417 |
Current period comprehensive income, net of tax | 603 | 657 |
ENDING BALANCE | (102,589) | (118,706) |
AOCI Attributable to Parent | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
BEGINNING BALANCE | 7,437 | |
ENDING BALANCE | (86,112) | $ (118,706) |
Interest Rate Swap [Member] | Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Change in fair value of interest rate swaps | 11,847 | |
Total before income tax | 12,150 | |
Income tax provision | 3,110 | |
Current period comprehensive income, net of tax | 9,040 | |
ENDING BALANCE | 16,477 | |
Interest Rate Swap [Member] | Interest Expense - Net [Member] | Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Amounts reclassified from Other comprehensive loss, before tax | $ 303 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | Dec. 30, 2017 | |
Income Taxes [Line Items] | |||
Federal statutory tax rate | 21.00% | 35.00% | |
Decrease to deferred tax liabilities | $ 173 | ||
Adjustment to deferred income tax benefit | 173 | ||
Increase to deferred tax liabilities | 4 | ||
Adjustment to other long-term liabilities | $ 4 | ||
Effective tax rate | (7.00%) | 23.00% | |
Income tax benefit related to excess tax benefits | $ 2 | $ 6 | |
Accounting Standards Update 2015-17 [Member] | Internal Revenue Service (IRS) [Member] | |||
Income Taxes [Line Items] | |||
Income tax benefit related to reductiuon of unrecognized tax benefit | $ 19 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Mar. 31, 2018USD ($) |
Gain Contingencies [Line Items] | |
Purchase commitments, remainder of fiscal year | $ 790 |
Electricity [Member] | |
Gain Contingencies [Line Items] | |
Purchase commitments | 6 |
Diesel Fuel [Member] | |
Gain Contingencies [Line Items] | |
Purchase commitments | $ 17 |
Business Information - Addition
Business Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2018Segment | |
Segment Reporting [Abstract] | |
Number of operating business segments | 1 |