Retirement Plans

12 Months Ended

Dec. 31, 2016

Compensation And Retirement Disclosure [Abstract]

Retirement Plans

17. 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. Also, the Company contributes to various multiemployer plans under certain of its collective bargaining agreements.

Company Sponsored Defined Benefit Plans —The Company has historically maintained several qualified retirement plans and a nonqualified retirement plan (“Retirement Plans”) that pay benefits to certain employees at retirement, using formulas based on a participant’s years of service and compensation. Effective December 31, 2016, the Company’s qualified defined benefit retirement plans were merged into a single plan.  The plan merger, expected to reduce plan administrative costs, had no effect on the Company’s pension benefit obligations, as the merger did not change the benefits to the underlying plan participants. The Company also maintains postretirement health and welfare plans for certain employees, of which components are included in the tables below under Other Postretirement Plans. Amounts related to defined benefit plans and Other Postretirement Plans recognized in the consolidated financial statements are determined on an actuarial basis.

The components of net periodic pension and other postretirement benefit costs (credits) for the last three fiscal years were as follows (in thousands):

	Pension Benefits
	2016			2015			2014
Components of net periodic pension costs:
Service cost	$	3,849		$	32,582		$	27,729
Interest cost		40,459			39,628			37,468
Expected return on plan assets		(48,296	)		(54,881	)		(47,396	)
Amortization of prior service cost		157			195			198
Amortization of net loss		8,255			10,394			2,294
Settlements		4,487			3,358			2,370
Special termination benefit		—			422			—
Net periodic pension costs	$	8,911		$	31,698		$	22,663

	Other Postretirement Plans
	2016			2015			2014
Components of net periodic other postretirement     benefit costs (credits):
Service cost	$	37		$	37		$	79
Interest cost		296			264			318
Amortization of prior service cost (credit)		6			(62	)		(334	)
Amortization of net (gain) loss		(71	)		14			(75	)
Curtailment gain		—			—			(2,096	)
Net periodic other postretirement benefit costs    (credits)	$	268		$	253		$	(2,108	)

Net periodic pension costs for fiscal years 2016, 2015, and 2014 includes $4 million, $3 million, and $2 million, respectively, of settlement charges resulting from lump-sum payments to former employees participating in several Company sponsored pension plans. The net periodic other postretirement benefit credits for fiscal year 2014 includes a $2 million curtailment gain resulting from a labor negotiation that eliminated postretirement medical coverage for substantially all active participants in one plan.

Effective September 30, 2015, non-union participants’ benefits of a USF sponsored defined benefit pension plan were frozen, resulting in a reduction in the benefit obligation included in Other long term liabilities of approximately $91 million, including a $73 million curtailment, with a corresponding decrease to Accumulated other comprehensive loss. At the remeasurement date, the plan’s net loss included in Accumulated other comprehensive loss exceeded the reduction in the plan’s benefit obligation and, accordingly, no net curtailment gain or loss was recognized in the Consolidated Statements of Comprehensive Income (Loss). As a result of the plan freeze, actuarial gains and losses are amortized over the average remaining life expectancy of inactive participants rather than the average remaining service lives of active participants.

In the second quarter of 2016, the Company recorded a $22 million increase to its pension obligation, with a corresponding increase to Accumulated other comprehensive loss, to correct a computational error related to the September 30, 2015 USF pension plan freeze discussed above. The Company determined the error did not materially impact the financial statements for any of the periods reported. The fiscal year 2016 decrease in net periodic pension costs is primarily attributable to the September 30, 2015 USF pension plan freeze.

Changes in plan assets and benefit obligations recorded in Other comprehensive loss for pension and Other postretirement benefits for the last three fiscal years were as follows (in thousands):

	Pension Benefits
	2016			2015			2014
Changes recognized in other comprehensive loss:
Actuarial loss	$	(64,296	)	$	(3,171	)	$	(160,345	)
Curtailment		—			73,191			—
Prior year correction		(21,917	)		—			—
Amortization of prior service cost		157			195			198
Amortization of net loss		8,255			10,394			2,294
Settlements		4,487			3,358			2,370
Net amount recognized	$	(73,314	)	$	83,967		$	(155,483	)
	Other Postretirement Plans
	2016			2015			2014
Changes recognized in other comprehensive loss:
Actuarial (loss) gain	$	(174	)	$	1,035		$	(986	)
Prior service (cost) credit		—			(1,291	)		3,612
Amortization of prior service cost (credit)		6			(62	)		(334	)
Amortization of net loss (gain)		(71	)		14			(75	)
Curtailment		—			—			(2,096	)
Net amount recognized	$	(239	)	$	(304	)	$	121

For the defined benefit pension plans, the fiscal year 2016 actuarial loss of $74 million was primarily due to a decrease in discount rates. The 2015 actuarial gain of $73 million was primarily due to an increase in discount rates.

The funded status of the defined benefit plans for the last three fiscal years was as follows (in thousands):  

	Pension Benefits
	2016			2015			2014
Change in benefit obligation:
Benefit obligation at beginning of period	$	862,886		$	970,469		$	733,752
Service cost		3,849			32,582			27,729
Interest cost		40,459			39,628			37,468
Actuarial loss (gain)		73,855			(73,282	)		199,807
Curtailment		—			(73,191	)		—
Prior year correction		21,917			—			—
Settlements		(16,002	)		(15,287	)		(11,517	)
Special termination benefit		—			422			—
Benefit disbursements		(20,730	)		(18,455	)		(16,770	)
Benefit obligation at end of period		966,234			862,886			970,469
Change in plan assets:
Fair value of plan assets at beginning of period		742,341			749,166			641,749
Return on plan assets		57,855			(21,572	)		86,857
Employer contribution		35,702			48,489			48,847
Settlements		(16,002	)		(15,287	)		(11,517	)
Benefit disbursements		(20,730	)		(18,455	)		(16,770	)
Fair value of plan assets at end of period		799,166			742,341			749,166
Net amount recognized	$	(167,068	)	$	(120,545	)	$	(221,303	)

	Other Postretirement Plans
	2016			2015			2014
Change in benefit obligation:
Benefit obligation at beginning of period	$	6,974		$	6,789		$	9,375
Service cost		37			37			79
Interest cost		296			264			318
Employee contributions		204			209			215
Actuarial loss (gain)		174			(1,035	)		986
Curtailment		—			—			(3,612	)
Plan amendment		—			1,291			—
Benefit disbursements		(733	)		(581	)		(572	)
Benefit obligation at end of period		6,952			6,974			6,789
Change in plan assets:
Fair value of plan assets at beginning of period		—			—			—
Employer contribution		529			372			357
Employee contributions		204			209			215
Benefit disbursements		(733	)		(581	)		(572	)
Fair value of plan assets at end of period		—			—			—
Net amount recognized	$	(6,952	)	$	(6,974	)	$	(6,789	)

	Pension Benefits
	2016			2015			2014
Amounts recognized in the consolidated    balance sheets consist of the following:
Accrued benefit obligation—current	$	(549	)	$	(546	)	$	(453	)
Accrued benefit obligation—noncurrent		(166,519	)		(119,999	)		(220,850	)
Net amount recognized in the consolidated    balance sheets	$	(167,068	)	$	(120,545	)	$	(221,303	)
Amounts recognized in Accumulated other    comprehensive loss consist of the following:
Prior service cost	$	281		$	438		$	634
Net loss		221,146			147,675			231,446
Net loss recognized in Accumulated other    comprehensive loss	$	221,427		$	148,113		$	232,080
Additional information:
Accumulated benefit obligation	$	963,008		$	854,858		$	888,937

	Other Postretirement Plans
	2016			2015			2014
Amounts recognized in the consolidated    balance sheets consist of the following:
Accrued benefit obligation—current	$	(576	)	$	(525	)	$	(533	)
Accrued benefit obligation—noncurrent		(6,376	)		(6,449	)		(6,256	)
Net amount recognized in the consolidated    balance sheets	$	(6,952	)	$	(6,974	)	$	(6,789	)
Amounts recognized in Accumulated other    comprehensive loss consist of the following:
Net gain	$	825		$	1,064		$	1,368
Net gain recognized in Accumulated other    comprehensive loss	$	825		$	1,064		$	1,368

	Pension Benefits		Other Postretirement Benefits
Amounts expected to be amortized from    Accumulated other comprehensive loss in the    next fiscal year:
Net loss (gain)	$	3,998	$	(149	)
Prior service cost		138		6
Net expected to be amortized	$	4,136	$	(143	)

Weighted average assumptions used to determine benefit obligations at period-end and net pension costs for the last three fiscal years were as follows: 

	Pension Benefits
	2016			2015			2014
Benefit obligation:
Discount rate		4.25	%		4.64	%		4.25	%
Annual compensation increase		3.60	%		3.60	%		3.60	%
Net cost:
Discount rate		4.64	%		4.25	%		5.19	%
Expected return on plan assets		6.50	%		7.00	%		7.25	%
Annual compensation increase		3.60	%		3.60	%		3.60	%

	Other Postretirement Plans
	2016			2015			2014
Benefit obligation—discount rate		4.25	%		4.40	%		4.05	%
Net cost—discount rate		4.40	%		4.05	%		4.80	%

The measurement dates for the pension and other postretirement benefit plans were December 31, 2016, December 31, 2015 and December 27, 2014. The Company applies the practical expedient under ASU No. 2015-04, to measure defined benefit retirement obligations and related plan assets as of the month-end that is closest to its fiscal year-end.

A health care cost trend rate is used in the calculations of postretirement medical benefit plan obligations. The assumed healthcare trend rates for the last three fiscal years were as follows: 

	2016			2015			2014
Immediate rate		7.40	%		7.40	%		7.10	%
Ultimate trend rate		4.50	%		4.50	%		4.50	%
Year the rate reaches the ultimate trend rate	2037				2038			2028

A 1% change in the rate would result in a change to the postretirement medical plan obligation of less than $1 million. Retirees covered under these plans are responsible for the cost of coverage in excess of the subsidy, including all future cost increases.

In determining the discount rate, the Company determines the implied rate of return on a hypothetical portfolio of high-quality fixed-income investments, for which the timing and amount of cash outflows approximates the estimated pension plan payouts. The discount rate assumption is reviewed annually and revised as appropriate.

The expected long-term rate of return on plan assets is derived from a mathematical asset model. This model incorporates assumptions on the various asset class returns, reflecting a combination of historical performance analysis and the forward-looking views of the financial markets regarding the yield on long-term bonds and the historical returns of the major stock markets. The rate of return assumption is reviewed annually and revised as deemed appropriate.

The investment objective for our Company sponsored plans is to provide a common investment platform. Investment managers—overseen by the USF Retirement Administration Committee—are expected to adopt and maintain an asset allocation strategy for the plans’ assets designed to address the Retirement Plans’ liability structure. The Company has developed an asset allocation policy and rebalancing policy. We review the major asset classes, through consultation with investment consultants, at least quarterly to determine if the plan assets are performing as expected. The Company’s 2016 strategy targeted a mix of 50% equity securities and 50% long-term debt securities and cash equivalents. The actual mix of investments at December 31, 2016, was 50% equity securities and 50% long-term debt securities and cash equivalents. The Company plans to manage the actual mix of investments to achieve its target mix.

The following table (in thousands) sets forth the fair value of our defined benefit plans’ assets by asset fair value hierarchy level.

	Asset Fair Value as of December 31, 2016
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	10,073	$	—	$	—	$	10,073
Equities:
Domestic		30,759		—		—		30,759
International		829		—		—		829
Mutual funds:
Domestic equities		37,711		—		—		37,711
International equities		28,975		—		—		28,975
Long-term debt securities:
Corporate debt securities:
Domestic		—		196,743		—		196,743
International		—		20,120		—		20,120
U.S. government securities		—		154,007		—		154,007
Government agencies securities		—		7,548		—		7,548
Other		—		2,545		—		2,545
	$	108,347	$	380,963	$	—		489,310
Common collective trust funds:
Cash equivalents								6,447
Domestic equities								244,152
International equities								59,257
Total investments measured at net asset value      as a practical expedient								309,856
Total defined benefit plans’ assets							$	799,166

	Asset Fair Value as of January 2, 2016
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	4,576	$	—	$	—	$	4,576
Mutual funds:
Domestic equities		33,033		—		—		33,033
International equities		26,760		—		—		26,760
Long-term debt securities:
Corporate debt securities:
Domestic		—		181,973		—		181,973
International		—		18,000		—		18,000
U.S. government securities		—		143,904		—		143,904
Government agencies securities		—		7,789		—		7,789
Other		—		3,216		—		3,216
	$	64,369	$	354,882	$	—		419,251
Common collective trust funds:
Cash equivalents								5,272
Domestic equities								264,534
International equities								53,284
Total investments measured at net asset value      as a practical expedient								323,090
Total defined benefit plans’ assets							$	742,341

A description of the valuation methodologies used for assets measured at fair value is as follows:

• Cash and cash equivalents are valued at original cost plus accrued interest.

• Equities are valued at the closing price reported on the active market on which individual securities are traded.

• Mutual funds are valued at the closing price reported on the active market on which individual funds are traded.

• Common collective trust funds are valued at the net asset value of the shares held at the December 31, 2016 and 2015 measurement dates. This class represents investments in actively managed, common collective trust funds that invest primarily in equity securities, which may include common stocks, options and futures. Investments are valued at the net asset value per share, multiplied by the number of shares held as of the measurement date.

• Long-term debt securities are valued at the estimated price a dealer will pay for the individual securities.

Estimated future benefit payments, under Company sponsored plans as of December 31, 2016, were as follows (in thousands):

	Pension Benefits		Postretirement Plans
2017	$	51,338	$	588
2018		37,227		589
2019		41,116		569
2020		42,688		576
2021		44,445		562
Subsequent five years		236,195		2,517

The Company expects to contribute $36 million to the Retirement Plans in fiscal year 2017. 

Other Company Sponsored Benefit Plans —Substantially all employees are eligible to participate in a Company sponsored defined contribution 401(k) Plan which provides for Company matching on the participant’s contributions of up to 100% of the first 3% of participant’s compensation and 50% of the next 2% of a participant’s compensation, for a maximum Company matching contribution of 4%. In fiscal year 2014 and through the fiscal third quarter of 2015, Company matching contributions were 50% of the first 6% of a participant’s compensation. The Company’s contributions to this plan were $44 million, $32 million and $26 million in fiscal years 2016, 2015 and 2014, respectively. The Company, at its discretion, may make additional contributions to the 401(k) Plan. The Company made no discretionary contributions under the 401(k) plan in fiscal years 2016, 2015 and 2014.

Multiemployer Pension Plans —The Company contributes to numerous multiemployer pension plans under the terms of collective bargaining agreements that cover certain of its union-represented employees. The Company does not administer these multiemployer pension plans.

The risks of participating in multiemployer pension plans differ from traditional single-employer defined benefit plans as follows:

• Assets contributed to a multiemployer pension plan by one employer may be used to provide benefits to the employees of other participating employers.

• If a participating employer stops contributing to a multiemployer pension plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

• If the Company elects to stop participation in a multiemployer pension plan, or if the number of the Company’s employees participating in a plan is reduced to a certain degree over certain periods of time, the Company may be required to pay a withdrawal liability based upon the underfunded status of the plan.

The Company’s participation in multiemployer pension plans for the year ended December 31, 2016, is outlined in the tables below. The Company considers significant plans to be those plans to which the Company contributed more than 5% of total contributions to the plan in a given plan year, or for which the Company believes its estimated withdrawal liability—should it decide to voluntarily withdraw from the plan—may be material to the Company. For each plan that is considered individually significant to the Company, the following information is provided.

• The EIN/Plan Number column provides the Employee Identification Number (“EIN”) and the three-digit plan number (“PN”) assigned to a plan by the Internal Revenue Service.

• The most recent Pension Protection Act (“PPA”) zone status available for 2016 and 2015 is for the plan years beginning in 2016 and 2015, respectively. The zone status is based on information provided to participating employers by each plan and is certified by the plan’s actuary. A plan in the red zone has been determined to be in critical status, based on criteria established under the Internal Revenue Code (the “Code”), and is generally less than 65% funded. A plan in the yellow zone has been determined to be in endangered status, based on criteria established under the Code, and is generally less than 80% but more than 65% funded. A plan in the green zone has been determined to be neither in critical status nor in endangered status, and is generally at least 80% funded.

• The FIP/RP Status Pending/Implemented column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. In addition to regular plan contributions, participating employers may be subject to a surcharge if the plan is in the red zone.

• The Surcharge Imposed column indicates whether a surcharge has been imposed on participating employers contributing to the plan.

• The Expiration Dates column indicates the expiration dates of the collective-bargaining agreements to which the plans are subject.

Pension Fund	EIN/ Plan Number	PPA Zone Status		FIP/RP Status Pending/ Implemented	Surcharge Imposed	Expiration Dates
		2016	2015
Western Conference of Teamsters    Pension Trust Fund	91-6145047/001	Green	Green	N/A	No	3/1/17 to 9/30/20
Minneapolis Food Distributing    Industry Pension Plan	41-6047047/001	Green	Green	Implemented	No	4/1/17
Teamster Pension Trust Fund of    Philadelphia and Vicinity	23-1511735/001	Yellow	Yellow	Implemented	No	2/10/18
Truck Drivers & Helpers Local    355 Pension Fund	52-6043608-001	N/A(1)	Yellow	Implemented	No	N/A(1)
Local 703 I.B. of T. Grocery and    Food Employees’ Pension Plan	36-6491473/001	Green	Green	N/A	No	6/30/18
United Teamsters Trust Fund A	13-5660513/001	Yellow	Yellow	Implemented	No	5/30/19
Warehouse Employees Local    169 and Employers Joint    Pension Fund	23-6230368/001	Red	Red	Implemented	No	2/10/18
Warehouse Employees Local    No. 570 Pension Fund	52-6048848/001	N/A(1)	Green	N/A	No	N/A(1)
Local 705 I.B. of T. Pension    Trust Fund	36-6492502/001	Red	Red	Implemented	No	12/29/18

(1) The Company ceased operations at its Baltimore, Maryland distribution center in June 2016 and reached closure agreements with Local 570 and Local 355 in June 2016 and October 2016, respectively. As noted below, the Company reached an agreement with the respective plan administrators to settle the related multiemployer pension withdrawal liabilities.

The following table provides information about the Company’s contributions to its multiemployer pension plans. For plans that are not individually significant to the Company, the total amount of USF contributions is aggregated. Prior year contribution amounts have been reclassified to Other Funds for a plan no longer considered significant in 2016.

							USF Contributions
							Exceed 5% of
	USF Contribution(1)(2)						Total Plan Contributions(3)
	(in thousands)
	2016		2015		2014		2015		2014
Pension Fund
Western Conference of Teamsters Pension Trust Fund	$	10,104	$	10,227	$	9,761	No		No
Minneapolis Food Distributing Industry Pension Plan		5,162		5,200		5,026	Yes		Yes
Teamster Pension Trust Fund of Philadelphia and Vicinity		3,442		3,461		3,163	No		No
Truck Drivers and Helpers Local 355 Pension Fund(2)(4)		648		1,321		1,373	Yes		Yes
Local 703 I.B. of T. Grocery and Food Employees’ Pension Plan		1,258		1,366		1,282	Yes		Yes
United Teamsters Trust Fund A		1,668		1,554		1,537	Yes		Yes
Warehouse Employees Local 169 and Employers Joint Pension Fund		900		897		907	Yes		Yes
Warehouse Employees Local No. 570 Pension Fund(2)(4)		457		908		863	Yes		Yes
Local 705 I.B. of T. Pension Trust Fund		2,923		2,729		2,479	No		No
Other Funds		6,074		5,967		5,653		—		—
	$	32,636	$	33,630	$	32,044

(1) Contributions made to these plans during the Company’s fiscal year, which may not coincide with the plans’ fiscal years.

(2) Contributions do not include payments related to multiemployer pension withdrawals/settlements.

(3) Indicates whether the Company was listed in the respective multiemployer plan Form 5500 for the applicable plan year as having made more than 5% of total contributions to the plan.

(4) The Company ceased operations at its Baltimore, Maryland distribution center in June 2016. In December 2016, the Company reached a settlement agreement with the respective plan administrators and paid $46 million to settle its multiemployer pension withdrawal liabilities associated with the Baltimore, Maryland facility.

In 2015, the Company reached a settlement with Central States consisting of a $97 million cash payment made on December 30, 2015. This Central States settlement relieved the Company of its participation in the “legacy” Central States plan and its associated legacy off balance sheet withdrawal liability. It also settled all withdrawal liabilities related to two facilities closed in 2008. This settlement commenced the Company’s participation in the “Hybrid” Central States Plan, which adopted an alternative method for determining an employer’s unfunded obligation that would limit USF’s funding obligations to the pension fund in the future. Accordingly, the Company agreed to future annual minimum contribution payments through 2023 of no less than 90% of the 2015 contributions for the ongoing operations under the related facilities’ union contracts.

If the Company elected to voluntarily withdraw from further multiemployer pension plans, it would be responsible for its proportionate share of the respective plan’s unfunded vested liability. Based on the latest information available from plan administrators, the Company estimates its aggregate withdrawal liability from the multiemployer pension plans in which it participates to be approximately $120 million as of December 31, 2016. Actual withdrawal liabilities incurred by the Company—if it were to withdraw from one or more plans—could be materially different from the estimates noted here, based on better or more timely information from plan administrators or other changes affecting the respective plan’s funded status.