Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 29, 2018 | Feb. 08, 2019 | Jun. 29, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 29, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding (in shares) | 217,611,476 | ||
Entity Public Float | $ 8.2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 29, 2018 | Dec. 30, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 104 | $ 119 |
Accounts receivable, less allowances of $29 and $26 | 1,347 | 1,302 |
Vendor receivables, less allowances of $3 | 106 | 97 |
Inventories—net | 1,279 | 1,208 |
Prepaid expenses | 106 | 80 |
Assets held for sale | 7 | 5 |
Other current assets | 30 | 8 |
Total current assets | 2,979 | 2,819 |
PROPERTY AND EQUIPMENT—Net | 1,842 | 1,801 |
GOODWILL | 3,967 | 3,967 |
OTHER INTANGIBLES—Net | 324 | 364 |
DEFERRED TAX ASSETS | 7 | 21 |
OTHER ASSETS | 67 | 65 |
TOTAL ASSETS | 9,186 | 9,037 |
CURRENT LIABILITIES: | ||
Cash overdraft liability | 157 | 154 |
Accounts payable | 1,359 | 1,289 |
Accrued expenses and other current liabilities | 454 | 451 |
Current portion of long-term debt | 106 | 109 |
Total current liabilities | 2,076 | 2,003 |
LONG-TERM DEBT | 3,351 | 3,648 |
DEFERRED TAX LIABILITIES | 298 | 263 |
OTHER LONG-TERM LIABILITIES | 232 | 372 |
Total liabilities | 5,957 | 6,286 |
COMMITMENTS AND CONTINGENCIES (Note 22) | ||
SHAREHOLDERS’ EQUITY: | ||
Common stock, $0.01 par value—600 shares authorized; 217 and 215 issued and outstanding as of December 29, 2018 and December 30, 2017, respectively | 2 | 2 |
Additional paid-in capital | 2,780 | 2,720 |
Retained earnings | 531 | 124 |
Accumulated other comprehensive loss | (84) | (95) |
Total shareholders’ equity | 3,229 | 2,751 |
TOTAL LIABILITIES AND EQUITY | $ 9,186 | $ 9,037 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 29, 2018 | Dec. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 29 | $ 26 |
Vendor receivables, allowances | $ 3 | $ 3 |
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, shares issued (in shares) | 217,000,000 | 215,000,000 |
Common stock, shares outstanding (in shares) | 217,000,000 | 215,000,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
NET SALES | $ 24,175 | $ 24,147 | $ 22,919 |
COST OF GOODS SOLD | 19,869 | 19,929 | 18,866 |
Gross profit | 4,306 | 4,218 | 4,053 |
OPERATING EXPENSES: | |||
Distribution, selling and administrative costs | 3,647 | 3,631 | 3,581 |
Restructuring charges (benefit) | 1 | (1) | 53 |
Total operating expenses | 3,648 | 3,630 | 3,634 |
OPERATING INCOME | 658 | 588 | 419 |
OTHER (INCOME) EXPENSE—Net | (13) | 14 | 5 |
INTEREST EXPENSE—Net | 175 | 170 | 229 |
LOSS ON EXTINGUISHMENT OF DEBT | 0 | 0 | 54 |
Income before income taxes | 496 | 404 | 131 |
INCOME TAX PROVISION (BENEFIT) | 89 | (40) | (79) |
NET INCOME | 407 | 444 | 210 |
OTHER COMPREHENSIVE INCOME (LOSS)—Net of tax: | |||
Changes in retirement benefit obligations | 6 | 16 | (45) |
Unrecognized gain on interest rate swaps | 5 | 8 | 0 |
COMPREHENSIVE INCOME | $ 418 | $ 468 | $ 165 |
EARNINGS PER SHARE | |||
Basic (in USD per share) | $ 1.88 | $ 2 | $ 1.05 |
Diluted (in USD per share) | $ 1.87 | $ 1.97 | $ 1.03 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | |||
Basic (in shares) | 216,112,021 | 222,383,038 | 200,129,868 |
Diluted (in shares) | 217,825,545 | 225,663,785 | 204,024,726 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Accumulated Earnings (Deficit) | Accumulated Other Comprehensive Loss |
Balance at beginning of year (in shares) at Jan. 02, 2016 | 167,000,000 | ||||
Balance at beginning of year at Jan. 02, 2016 | $ 1,873 | $ 1 | $ 2,292 | $ (346) | $ (74) |
Settlements/reclassifications of redeemable common stock (in shares) | 3,000,000 | ||||
Settlements/reclassifications of redeemable common stock | 43 | 43 | |||
Share-based compensation expense | 15 | 15 | |||
Net proceeds from initial public offering (in shares) | 51,000,000 | ||||
Net proceeds from initial public offering | 1,114 | $ 1 | 1,113 | ||
Cash distribution to shareholders ($3.94 per share - Note 15) | (666) | (666) | |||
Proceeds from employee share purchase plan | 3 | 3 | |||
Common stock and share-based awards settled | (9) | (9) | |||
Changes in retirement benefit obligations, net of income tax | (45) | (45) | |||
Net income | 210 | 210 | |||
Balance at end of year at Dec. 31, 2016 | 2,538 | $ 2 | 2,791 | (136) | (119) |
Balance at end of year (in shares) at Dec. 31, 2016 | 221,000,000 | ||||
Share-based compensation expense | 19 | 19 | |||
Proceeds from employee share purchase plan (in shares) | 1,000,000 | ||||
Proceeds from employee share purchase plan | 16 | 16 | |||
Exercise of stock options (in shares) | 2,000,000 | ||||
Exercise of stock options | 18 | 18 | |||
Net share-settled stock options (in shares) | 1,000,000 | ||||
Net share-settled stock options | 0 | ||||
Tax withholding payments for net share-settled equity awards | (28) | (28) | |||
Common stock repurchased (in shares) | (10,000,000) | ||||
Common stock repurchased | (280) | (96) | (184) | ||
Changes in retirement benefit obligations, net of income tax | 16 | 16 | |||
Unrecognized gain on interest rate swaps, net of income tax | 8 | 8 | |||
Net income | 444 | 444 | |||
Balance at end of year at Dec. 30, 2017 | 2,751 | $ 2 | 2,720 | 124 | (95) |
Balance at end of year (in shares) at Dec. 30, 2017 | 215,000,000 | ||||
Share-based compensation expense | 28 | 28 | |||
Proceeds from employee share purchase plan (in shares) | 1,000,000 | ||||
Proceeds from employee share purchase plan | $ 19 | 19 | |||
Exercise of stock options (in shares) | 1,426,124 | 1,000,000 | |||
Exercise of stock options | $ 19 | 19 | |||
Tax withholding payments for net share-settled equity awards | (6) | (6) | |||
Changes in retirement benefit obligations, net of income tax | 6 | 6 | |||
Unrecognized gain on interest rate swaps, net of income tax | 5 | 5 | |||
Net income | 407 | 407 | |||
Balance at end of year at Dec. 29, 2018 | $ 3,229 | $ 2 | $ 2,780 | $ 531 | $ (84) |
Balance at end of year (in shares) at Dec. 29, 2018 | 217,000,000 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | Jan. 08, 2016 | Dec. 31, 2016 |
Statement of Stockholders' Equity [Abstract] | ||
Cash distribution to shareholders, per share (in USD per share) | $ 3.94 | $ 3.94 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | $ 407 | $ 444 | $ 210 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 340 | 378 | 421 |
Gain on disposal of property and equipment, net | (1) | (4) | (6) |
Tangible asset impairment charges | 1 | 2 | 0 |
Loss on extinguishment of debt | 0 | 0 | 54 |
Amortization of deferred financing costs | 7 | 6 | 7 |
Amortization of Senior Notes original issue premium | 0 | 0 | (2) |
Insurance proceeds related to operating activities | 0 | 0 | 10 |
Insurance benefit in net income | 0 | 0 | (10) |
Deferred tax provision (benefit) | 45 | (123) | (80) |
Share-based compensation expense | 28 | 21 | 18 |
Provision for doubtful accounts | 17 | 18 | 11 |
Changes in operating assets and liabilities, net of business acquisitions: | |||
(Increase) decrease in receivables | (71) | (67) | 22 |
(Increase) decrease in inventories | (72) | 40 | (101) |
Increase in prepaid expenses and other assets | (45) | (24) | 0 |
Increase in accounts payable and cash overdraft liability | 79 | 17 | 131 |
(Decrease) increase in accrued expenses and other liabilities | (126) | 41 | (136) |
Net cash provided by operating activities | 609 | 749 | 549 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of businesses—net of cash | 0 | (182) | (122) |
Proceeds from sales of property and equipment | 3 | 25 | 17 |
Purchases of property and equipment | (235) | (221) | (164) |
Investments in marketable securities and other | 0 | 0 | (493) |
Proceeds from redemption of industrial revenue bonds | 0 | 22 | 0 |
Net cash provided by (used in) investing activities | (232) | (356) | (762) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from debt borrowings | 4,178 | 2,550 | 2,707 |
Proceeds from debt refinancing | 0 | 0 | 2,214 |
Principal payments on debt and capital leases | (4,595) | (2,651) | (4,141) |
Repayment of industrial revenue bonds | 0 | (22) | 0 |
Redemption of Old Senior Notes | 0 | 0 | (1,377) |
Payment for debt financing costs and fees | (1) | (1) | (26) |
Net proceeds from initial public offering | 0 | 0 | 1,114 |
Cash distribution to shareholders | 0 | 0 | (666) |
Contingent consideration paid for business acquisitions | (5) | (6) | 0 |
Proceeds from employee share purchase plan | 19 | 16 | 3 |
Proceeds from exercise of stock options | 19 | 18 | 0 |
Tax withholding payments for net share-settled equity awards | (6) | (28) | 0 |
Proceeds from common stock sales | 0 | 0 | 3 |
Common stock repurchased | 0 | (280) | 0 |
Common stock and share-based awards settled | 0 | (1) | (11) |
Net cash (used in) provided by financing activities | (391) | (405) | (180) |
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (14) | (12) | (393) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of year | 119 | 131 | 524 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of year | 105 | 119 | 131 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Interest (net of amounts capitalized) | 160 | 158 | 223 |
Income taxes paid—net | 78 | 11 | 5 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Property and equipment purchases included in accounts payable | 28 | 31 | 50 |
Capital lease additions | 101 | 91 | 80 |
Cashless exercise of equity awards | 2 | 30 | 0 |
Contingent consideration payable for acquisition of businesses | 0 | 4 | 8 |
Marketable securities transferred in connection with the legal defeasance of the CMBS Fixed Loan Facility | 0 | 0 | 485 |
CMBS Fixed Loan Facility defeasance | $ 0 | $ 0 | $ 472 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 12 Months Ended |
Dec. 29, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview and Basis of Presentation | OVERVIEW AND BASIS OF PRESENTATION US Foods Holding Corp., a Delaware corporation, and its consolidated subsidiaries are referred to in these consolidated financial statements as “we,” “our,” “us,” the “Company,” or “US Foods.” US Foods Holding Corp. conducts all of its operations through its wholly owned subsidiary US Foods, Inc. (“USF”) and its subsidiaries. All of the Company’s indebtedness, as further described in Note 12, Debt, is a direct obligation of USF and its subsidiaries. Business Description —The Company, through USF, operates in one business segment in which it markets and distributes fresh, frozen and dry food and non-food products to foodservice customers throughout the United States. These customers include independently owned single and multi-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 or 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 fiscal fourth quarter. The fiscal years ended December 29, 2018 , December 30, 2017 , and December 31, 2016 , also referred to herein as fiscal years 2018 , 2017 , and 2016 , respectively, were 52-week fiscal years. Prior year amounts in tables may be rounded to conform with the current year presentation in millions. Initial Public Offering —On June 1, 2016 , the Company closed its initial public offering (“IPO”) selling 51,111,111 shares of common stock for a cash offering price of $23.00 per share ( $21.9075 per share net of underwriter discounts and commissions and before offering expenses). The net proceeds of the IPO were used to redeem $1,090 million principal of the Company’s 8.5% Senior Notes due June 30, 2019 (the “Old Senior Notes”) and pay the related $23 million early redemption premium. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 29, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation —The Company's consolidated financial statements include the accounts of US Foods and its wholly owned subsidiary, USF, and its subsidiaries. Intercompany transactions have been eliminated in consolidation. Use of Estimates —The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). This requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Cash and Cash Equivalents —The Company considers all highly liquid investments purchased with a maturity of three or fewer months to be cash equivalents. Accounts Receivable —Accounts receivable represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not bear interest. Receivables are presented net of the allowance for doubtful accounts in the Company's accompanying Consolidated Balance Sheets. The Company evaluates the collectability of its accounts receivable and determines the appropriate allowance for doubtful accounts based on a combination of factors. When the Company determines that a loss is probable, a specific allowance for doubtful accounts is recorded, reducing the receivable to the net amount we reasonably expect to collect. In addition, allowances are recorded for all other receivables based on historic collection trends, write-offs and the aging of receivables. The Company uses specific criteria to determine uncollectible receivables to be written off, including bankruptcy, accounts referred to outside parties for collection, and accounts past due over specified periods. Vendor Consideration and Receivables —The Company participates in various rebate and promotional incentives with its suppliers, primarily through purchase-based programs. Consideration earned is estimated during the year as the Company’s obligations under the programs are fulfilled, which is primarily when products are purchased. Changes in the estimated amount of incentives earned are recognized in the period of change. Vendor consideration is typically deducted from invoices or collected in cash within 30 days of being earned. Vendor receivables represent the uncollected balance of the vendor consideration. Since collections occur primarily from deducting the consideration from the amounts due to the vendor, the Company does not experience significant collectability issues. The Company evaluates the collectability of its vendor receivables based on specific vendor information and vendor collection history. Inventories —The Company’s inventories, consisting mainly of food and other foodservice-related products, are primarily considered finished goods. Inventory costs include the purchase price of the product, 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. The LIFO balance sheet reserves were $130 million at both December 29, 2018 and December 30, 2017 . As a result of net changes in LIFO reserves, cost of goods sold increased $14 million for fiscal year 2017 and decreased $18 million in fiscal year 2016 . 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 term of the related lease or the estimated useful lives of the assets. Routine maintenance and repairs are charged to expense as incurred. Applicable interest charges incurred during the construction of new facilities or development of software for internal use are capitalized as one of the elements of cost and are amortized over the useful life of the respective assets. Property and equipment held and used by the Company are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. For purposes of evaluating the recoverability of property and equipment, the Company compares the carrying value of the asset or asset group to the estimated, undiscounted future cash flows expected to be generated by the long-lived asset or asset group. If the future cash flows do not exceed the carrying value, the carrying value is compared to the fair value of such asset. If the carrying value exceeds the fair value, an impairment charge is recorded for the excess. The Company also assesses the recoverability of its closed facilities actively marketed for sale. If a facility’s carrying value exceeds its fair value, less an estimated cost to sell, an impairment charge is recorded for the excess. Assets held for sale are not depreciated. Impairments are recorded as a component of restructuring and tangible asset impairments in the Company's Consolidated Statements of Comprehensive Income, and a reduction of the asset’s carrying value in the Company's Consolidated Balance Sheets. Goodwill and Other Intangible Assets —Goodwill and other intangible assets include the cost of the acquired business in excess of the fair value of the net tangible assets acquired. Other intangible assets include customer relationships, noncompete agreements, the brand names comprising our portfolio of exclusive brands, and trademarks. As required, we assess goodwill and 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, our policy is to assess for impairment at the beginning of each fiscal third quarter. For other intangible assets with definite lives, we assess for impairment only if events occur that indicate that the carrying amount of an asset may not be recoverable. All goodwill is assigned to the consolidated Company as the reporting unit. Self-Insurance Programs —The Company estimates its liabilities for claims covering general, fleet, and workers’ compensation. Amounts in excess of certain levels, which range from $1 million to $10 million per occurrence, are insured as a risk reduction strategy, to mitigate catastrophic losses. The workers’ compensation liability is discounted, as the amount and timing of cash payments is reliably determinable given the nature of benefits and the level of historic claim volume to support the actuarial assumptions and judgments used to derive the expected loss payment pattern. The amount accrued is discounted using an interest rate that approximates the U.S. Treasury rate consistent with the duration of the liability. The inherent uncertainty of future loss projections could cause actual claims to differ from our estimates. We are self-insured for group medical claims not covered under collective bargaining agreements. The Company accrues its self-insured medical liability, including an estimate for incurred but not reported claims, based on known claims and past claims history. These accruals are included in accrued expenses and other long-term liabilities in the Company's Consolidated Balance Sheets. Share-Based Compensation —Certain directors, officers and employees participate in the 2016 US Foods Holding Corp. Omnibus Incentive Plan (the “2016 Plan”) which provides a means through which the Company may grant equity and equity incentive awards of US Foods common stock. Certain officers and employees also hold outstanding equity awards granted pursuant to the 2007 Stock Incentive Plan for Key Employees of USF Holding Corp. and its Affiliates, as amended (the “2007 Plan”), which terminated according to its terms on December 21, 2017. The termination of the 2007 Plan has no effect on any outstanding awards; however, no future equity awards may be granted under the 2007 Plan. Additionally, most of the Company’s employees are eligible to participate in the US Foods Holding Corp. Amended and Restated Employee Stock Purchase Plan (the “Stock Purchase Plan”), which allows for the purchase of US Foods common stock at a discount of up to 15% of the fair market value of a share at periodic acquisition dates. Shares issued to satisfy employee share-based award programs come from shares reserved for issuance under the respective award programs. The Company does not maintain treasury shares, as shares repurchased by the Company are retired upon reacquisition. The Company measures compensation expense for stock-based awards at fair value at the date of grant, and recognizes compensation expense over the service period for awards expected to vest. Forfeitures are recognized as incurred. Fair value is the closing price per share for the Company’s common stock as reported on the New York Stock Exchange. Prior to the IPO, the grant date fair value was measured at the end of each fiscal quarter using the combination of a market and income approach. The computed value was applied to all stock and stock award activity in the subsequent quarter. Compensation expense for the Stock Purchase Plan represents the difference between the fair market value at acquisition date and the employee purchase price. Redeemable Common Stock —Redeemable common stock is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Prior to the IPO, common stock owned by management and key employees, including vested restricted shares and vested restricted stock units, was subject to certain redemption features and, accordingly was classified as redeemable common stock. In connection with the IPO, the management stockholder’s agreement was amended, and common stock no longer has a redemption feature that is outside the Company’s control that could require the Company to redeem these shares. Accordingly, the amounts previously reflected in redeemable common stock were reclassified to shareholders’ equity during the second quarter of 2016. Business Acquisitions —The Company accounts for business acquisitions under the acquisition method. Assets acquired and liabilities assumed are recorded at fair value as of the acquisition date. The operating results of the acquired companies are included in the Company’s consolidated financial statements from the date of acquisition. Cost of Goods Sold —Cost of goods sold includes amounts paid to vendors for products sold, net of vendor consideration, including in-bound freight necessary to bring the products to the Company’s distribution facilities. Depreciation related to processing facilities and equipment is presented in cost of goods sold. Because the majority of the inventories are finished goods, depreciation related to warehouse facilities and equipment is presented in distribution, selling and administrative costs. See “Inventories” above for discussion of the LIFO impact on cost of goods sold. Shipping and Handling Costs —Shipping and handling costs, which include costs related to the selection of products and their delivery to customers, are presented in distribution, selling and administrative costs. Shipping and handling costs were $1.7 billion in 2018 and $1.6 billion in 2017 and in 2016 . Income Taxes —The Company accounts for income taxes under the asset and liability method. This requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company's consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income during the period that includes the enactment date. Net deferred tax assets are recorded to the extent the Company believes these assets will more likely than not be realized. An uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Uncertain tax positions are recorded at the largest amount that is more likely than not to be sustained. The Company adjusts the amounts recorded for uncertain tax positions when its judgment changes, as a result of evaluating new information not previously available. These differences are reflected as increases or decreases to income tax expense in the period in which they are determined. Derivative Financial Instruments — The Company utilizes derivative financial instruments to assist in managing its exposure to variable interest rates on certain borrowings. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes. Interest rate swaps, designated as cash flow hedges, are recorded in the Company’s Consolidated Balance Sheet at fair value. In the normal course of business, the Company enters into forward purchase agreements to procure fuel, electricity and product commodities related to its business. These agreements often meet the definition of a derivative. However, the Company does not measure its forward purchase commitments at fair value as the amounts under contract meet the physical delivery criteria in the normal purchase exception under GAAP guidance. Concentration Risks —Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash equivalents and accounts receivable. The Company’s cash equivalents are invested primarily in money market funds at major financial institutions. Credit risk related to accounts receivable is dispersed across a larger number of customers located throughout the United States. The Company attempts to reduce credit risk through initial and ongoing credit evaluations of its customers’ financial condition. There were no receivables from any one customer representing more than 5% of our consolidated gross accounts receivable at December 29, 2018 . |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 29, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 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, to better align a company’s risk management activities and financial reporting for hedging relationships, simplify the hedge accounting requirements, and improve the disclosures of hedging arrangements. ASU 2017-12 was further amended in October 2018 by ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting . This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company’s only hedging activities are its interest rate swaps designated as cash flow hedges. As discussed in Note 22, Commitments and Contingencies, 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 in Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging . The Company prospectively adopted this guidance at the beginning of fiscal year 2018, with no impact to its financial position or results of operations. In May 2017, the FASB issued ASU No. 2017-09, Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting . This ASU provides guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting. This ASU should be applied prospectively to an award modified on or after the adoption date. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company adopted this guidance at the beginning of fiscal year 2018, with no impact to its financial position or results of operations, as the Company has not modified any share-based payment awards since adoption. 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. This ASU requires an employer to report the service cost component of net periodic pension cost and net periodic postretirement benefit cost in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. It also requires the other components of net periodic pension cost and net periodic postretirement benefit cost to be presented in the statement of comprehensive income separately from the service cost component and outside of operating income. Additionally, only the service cost component is eligible for capitalization, when applicable. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. 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. The Company retrospectively adopted this guidance at the beginning of fiscal year 2018. For fiscal years 2017 and 2016 , $14 million and $5 million , respectively, of net periodic benefit credits, other than the service cost components, were reclassified to other (income) expense—net, in the Company's Consolidated Statement of Comprehensive Income. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The amendment also eliminates the requirement for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This guidance is effective for the annual or any interim goodwill impairment tests for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company adopted this guidance as of the first day of its fiscal third quarter of 2018, in conjunction with its annual impairment assessment for goodwill, with no impact to its financial position or results of operations. See Note 10, Goodwill and Other Intangibles, for a discussion of the Company's fiscal year 2018 annual impairment analysis. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash , which clarifies the presentation of restricted cash on the statement of cash flows. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning and ending cash balances on the statement of cash flows. The Company retrospectively adopted this standard at the beginning of fiscal year 2018, resulting in immaterial increases in the beginning and ending balances of cash, cash equivalents and restricted cash in the Company’s Consolidated Statement of Cash Flows for fiscal year 2017 and 2016. Restricted cash was immaterial at December 29, 2018 and December 30, 2017 . 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 , to amend the guidance on the classification and measurement of financial instruments. ASU No. 2016-01 was further amended in February 2018 by ASU No. 2018-03, Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10)—Recognition and Measurement of Financial Assets and Financial Liabilities . The new guidance requires entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. The new guidance also amends certain disclosure requirements associated with the fair value of financial instruments. 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, and has issued subsequent amendments which have been introduced as ASC Topic 606. Topic 606, as amended, replaces Topic 605, the previous revenue recognition guidance. The new standard’s core principle is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the Company expects to be entitled in exchange for those goods or services. The new standard also results in enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improves guidance for multiple-element arrangements. The Company adopted this standard at the beginning of fiscal year 2018, with no significant impact to its financial position or results of operations , using the modified retrospective method. See Note 4, Revenue Recognition. 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 permits an entity to reclassify the income tax effects of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) on items within accumulated other comprehensive income to retained earnings. The Company adopted this standard at the beginning of fiscal year 2019 and elected not to reclassify the income tax effects of the Tax Act from accumulated other comprehensive income to retained earnings. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes ASC 840, Leases . The FASB has issued subsequent amendments to improve and clarify the implementation guidance of Topic 842. The new standard requires an entity to recognize leases on the balance sheet and to disclose key information about the entity's leasing arrangements. The Company adopted this standard at the beginning of fiscal year 2019 using the modified retrospective transition approach, including certain practical expedients, for all leases existing at December 30, 2018, the effective and initial application date. The estimated impact of the adoption to the Company's consolidated financial statements included the recognition of operating lease liabilities of approximately $100 million with corresponding right-of-use assets of approximately the same amount based on the present value of the remaining lease payments for existing operating leases. This standard is not expected to have a material impact on the Company's results of operations. The Company has revised its relevant policies and procedures, as applicable, to meet the new accounting, reporting and disclosure requirements of Topic 842 and has updated internal controls accordingly. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which provides new guidance on the accounting for implementation, set-up, and other upfront costs incurred in a hosted cloud computing arrangement. Under the new guidance, entities will apply the same criteria for capitalizing implementation costs as they would for an internal-use software license arrangement. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. This ASU can be adopted prospectively to eligible costs incurred on or after the date of adoption or retrospectively. The Company does not expect the adoption of the new guidance under the standard to materially affect its financial position or results of operations. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to use a forward looking, expected loss model to estimate credit losses. It also requires additional disclosure related to credit quality of trade and other receivables, including information related to management’s estimate of credit allowances. ASU 2016-13 was further amended in November 2018 by ASU 2018-19, Codification Improvements to Topic 236, Financial Instrument-Credit Losses. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company does not expect the adoption of the provisions of the new standard to materially affect its financial position or results of operations. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 29, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | REVENUE RECOGNITION In accordance with ASC 606, Revenue from Contracts with Customers , revenue is recognized when a customer obtains control of promised goods or services. The Company adopted this standard at the beginning of fiscal year 2018, with no significant impact to its financial position or results of operations , using the modified retrospective method. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services. To achieve this core principle, the Company applies the following five steps: 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 provides 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, is 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 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. At December 29, 2018 , the Company does not have any material outstanding performance obligations, contract assets and liabilities or capitalized contract acquisition costs. Customer receivables, which are included in Accounts receivable, less allowances in the Company’s Consolidated Balance Sheets, were $1.3 billion at both December 29, 2018 and December 30, 2017 . The following table presents the sales mix for the Company’s principal product categories for the last three fiscal years: 2018 2017 2016 Meats and seafood $ 8,635 $ 8,692 $ 8,121 Dry grocery products 4,239 4,266 4,127 Refrigerated and frozen grocery products 3,898 3,799 3,653 Dairy 2,520 2,533 2,380 Equipment, disposables and supplies 2,298 2,243 2,166 Beverage products 1,315 1,306 1,268 Produce 1,270 1,308 1,204 $ 24,175 $ 24,147 $ 22,919 |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 29, 2018 | |
Business Combinations [Abstract] | |
Business Acquisitions | BUSINESS ACQUISITIONS There were no business acquisitions completed during fiscal year 2018 . Acquisitions completed during fiscal year 2017 included three broadline and two specialty distributors for aggregate cash consideration of approximately $182 million . Business acquisitions periodically provide for contingent consideration, including earnout payments in the event certain operating results are achieved during a defined post-closing period. During fiscal year 2018 , the Company paid approximately $5 million of contingent consideration related to 2017 and 2016 business acquisitions. During fiscal year 2017 , the Company paid approximately $8 million of earnout contingent consideration related to 2016 business acquisitions, of which $6 million was included as part of the fair value of the acquisition date assets and liabilities, and is reflected in the Company’s Consolidated Statement of Cash Flows in cash flows from financing activities. As of December 29, 2018 , the Company had no material outstanding contingent consideration for business acquisitions. 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 Company finalized the purchase accounting for the 2017 acquisitions during fiscal year 2018. The following table summarizes the purchase price allocations for the 2017 business acquisitions as follows: 2017 Accounts receivable $ 17 Inventories 25 Other current assets 1 Property and equipment 29 Goodwill 59 Other intangible assets 72 Accounts payable (8 ) Accrued expenses and other current liabilities (6 ) Deferred income taxes (7 ) Cash paid for acquisitions $ 182 |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 12 Months Ended |
Dec. 29, 2018 | |
Receivables [Abstract] | |
Allowance for Doubtful Accounts | ALLOWANCE FOR DOUBTFUL ACCOUNTS A summary of the activity in the allowance for doubtful accounts for the last three fiscal years is as follows: 2018 2017 2016 Balance at beginning of year $ 26 $ 25 $ 23 Charged to costs and expenses 17 18 11 Customer accounts written off—net of recoveries (14 ) (17 ) (9 ) Balance at end of year $ 29 $ 26 $ 25 This table excludes the vendor receivable related allowance for doubtful accounts of $3 million at both December 29, 2018 and December 30, 2017 and $2 million at December 31, 2016 . |
Accounts Receivable Financing P
Accounts Receivable Financing Program | 12 Months Ended |
Dec. 29, 2018 | |
Receivables [Abstract] | |
Accounts Receivable Financing Program | ACCOUNTS RECEIVABLE FINANCING PROGRAM Under its accounts receivable financing facility dated as of August 27, 2012, as amended (the “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 ABS Facility. The Company consolidates the Receivables Company and, consequently, the transfer of the receivables is a transaction internal to the Company and the receivables have not been derecognized from the Company’s Consolidated Balance Sheets. On a daily basis, cash from accounts receivable collections is remitted to the Company as additional eligible receivables are sold to the Receivables Company. If, on a weekly settlement basis, there are not sufficient eligible receivables available as collateral, the Company is required to either provide cash collateral or, in lieu of providing cash collateral, it can pay down its borrowings on the ABS Facility to cover the shortfall. Due to sufficient eligible receivables available as collateral, no cash collateral was held at December 29, 2018 or December 30, 2017 . Included in the Company’s accounts receivable balance as of December 29, 2018 and December 30, 2017 was approximately $1.0 billion of receivables held as collateral in support of the ABS Facility. See Note 12, Debt, for a further description of the ABS Facility. |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Dec. 29, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | 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. During fiscal year 2018, the Company closed a distribution facility and transferred its business activities to another of the Company's distribution facilities. During fiscal year 2017 , two closed distribution facilities were sold for aggregate proceeds of $22 million , resulting in a $3 million gain. Additionally, an excess portion of a parcel of land, purchased earlier in the year, was transferred to assets held for sale, along with an operating facility that was closed due to the consolidation of operations into a recently acquired facility. The changes in assets held for sale for fiscal years 2018 and 2017 were as follows: 2018 2017 Balance at beginning of year $ 5 $ 21 Transfers in 3 4 Assets sold — (19 ) Tangible asset impairment charges (1 ) (1 ) Balance at end of the year $ 7 $ 5 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 29, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | PROPERTY AND EQUIPMENT Property and equipment consisted of the following: December 29, 2018 December 30, 2017 Range of Useful Lives Land $ 323 $ 313 Buildings and building improvements 1,252 1,190 10–40 years Transportation equipment 1,031 949 5–10 years Warehouse equipment 418 384 5–12 years Office equipment, furniture and software 858 803 3–7 years Construction in process 77 88 3,959 3,727 Less accumulated depreciation and amortization (2,117 ) (1,926 ) Property and equipment—net $ 1,842 $ 1,801 Transportation equipment included $544 million and $444 million of capital lease assets at December 29, 2018 and December 30, 2017 , respectively. Buildings and building improvements included $36 million and $97 million of capital lease assets at December 29, 2018 and December 30, 2017 , respectively. Accumulated amortization of capital lease assets was $247 million and $181 million at December 29, 2018 and December 30, 2017 , respectively. Interest capitalized was $2 million for fiscal years 2018 and 2017 . Depreciation and amortization expense of property and equipment, including amortization of capital lease assets, was $300 million , $283 million and $266 million for fiscal years 2018 , 2017 and 2016 , respectively. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 12 Months Ended |
Dec. 29, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | 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, the brand names 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 $40 million , $95 million and $155 million for fiscal years 2018 , 2017 and 2016 , respectively. The weighted-average remaining useful life of all customer relationship intangibles was approximately 2 years at December 29, 2018 . Amortization of these customer relationship assets is estimated to be $39 million for fiscal year 2019 , $24 million fiscal year 2020 and $6 million fiscal year 2021 . Goodwill and Other intangibles consisted of the following: December 29, 2018 December 30, 2017 Goodwill $ 3,967 $ 3,967 Other intangibles—net Customer relationships—amortizable: Gross carrying amount $ 154 $ 154 Accumulated amortization (85 ) (46 ) Net carrying value 69 108 Noncompete agreements—amortizable: Gross carrying amount 3 4 Accumulated amortization (1 ) (1 ) Net carrying value 2 3 Brand names and trademarks—not amortizing 253 253 Total other intangibles—net $ 324 $ 364 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 1, 2018, the first day of the third quarter of 2018 , with no impairments noted. For goodwill, the reporting unit used in assessing impairment is the Company’s one business segment as described in Note 25, Business Information. The Company performed the annual goodwill impairment assessment using a qualitative approach to determine whether it is more likely than not that the fair value of goodwill is less than its carrying value. In performing the qualitative assessment, the Company identified and considered the significance of relevant key factors, events, and circumstances that affect the fair value of its goodwill. These factors include external factors such as market conditions, macroeconomic, and industry, as well as entity-specific factors, such as actual and planned financial performance. Based upon the Company’s qualitative fiscal 2018 annual goodwill impairment analysis, the Company concluded that it is more likely than not that the fair value of goodwill exceeded its carrying value and there is no risk of impairment. The Company’s fair value estimates of the brand names and trademarks indefinite-lived intangible assets are based on a relief-from-royalty method. The fair value of these intangible assets is determined for comparison to the corresponding carrying value. If the carrying value of these assets exceeds its fair value, an impairment loss is recognized in an amount equal to the excess. Based upon the Company’s fiscal 2018 annual impairment analysis, the Company concluded the fair value of its brand names and trademarks exceeded its carrying value. Due to the many variables inherent in estimating fair value and the relative size of the recorded indefinite-lived intangible assets, differences in assumptions may have a material effect on the results of the Company’s impairment analysis in future periods. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 29, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 December 29, 2018 and December 30, 2017 , aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows: December 29, 2018 Level 1 Level 2 Level 3 Total Assets Money market funds $ 1 $ — $ — $ 1 Interest rate swaps — 19 — 19 $ 1 $ 19 $ — $ 20 December 30, 2017 Level 1 Level 2 Level 3 Total Assets Money market funds $ 1 $ — $ — $ 1 Interest rate swaps — 13 — 13 $ 1 $ 13 $ — $ 14 Liabilities Contingent consideration payable for business acquisitions $ — $ — $ 1 $ 1 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 in connection with its variable-rate Term Loan Facility (as defined in Note 12, Debt). On August 1, 2017, USF entered into four -year interest rate swap agreements with a notional amount of $1.1 billion , reducing to $825 million in the fourth year. These swaps effectively converted approximately half of the principal amount of the Term Loan Facility from a variable to a fixed rate loan. After giving effect to the June 22, 2018 amendment to the Term Loan Facility, the Company now effectively pays an aggregate rate of 3.71% on the notional amount covered by the interest rate swaps, comprised of a rate of 1.71% plus a spread of 2.00% (See Note 12, Debt). The Company records its interest rate swaps in its 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 t he balance sheet location and fair value of the interest rate swaps at December 29, 2018 and December 30, 2017 : Fair Value Balance Sheet Location December 29, 2018 December 30, 2017 Derivatives designated as hedging instruments Interest rate swaps Other current assets $ 8 $ 1 Interest rate swaps Other noncurrent assets 11 12 Total $ 19 $ 13 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 its Consolidated Statement of Comprehensive Income for the fiscal years ended December 29, 2018 and December 30, 2017 : 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 (Gain) Loss Reclassified from Accumulated Other Comprehensive Loss to Income, net of tax For the year ended December 29, 2018 Interest rate swaps $ 7 Interest expense—net $ (2 ) For the year ended December 30, 2017 Interest rate swaps $ 6 Interest expense—net $ 2 During the next twelve months, the Company estimates that $9 million will be reclassified from accumulated other comprehensive loss to income. Credit Risk-Related Contingent Features— The interest rate 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 December 29, 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 Relating to Business Acquisitions As discussed in Note 5, Business Acquisitions, contingent consideration may be paid under an earnout arrangement in connection with a business acquisition in the event certain operating results are achieved during a defined post-closing period. The amount included in the above table for fiscal year 2017 , classified under Level 3 within the fair value hierarchy, represents the estimated fair value of the earnout liability for the respective period. This earnout liability was settled in fiscal year 2018 . We estimated the fair value of the earnout liability based on financial projections of the acquired businesses 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 Company's Consolidated Statements of Comprehensive Income. Other Fair Value Measurements The carrying value of cash, restricted cash, accounts receivable, bank checks outstanding, accounts payable and accrued expenses approximate their fair values due to their short-term maturities. The fair value of the Company’s total debt approximated its carrying value of $3.5 billion and $3.8 billion as of December 29, 2018 and December 30, 2017 , respectively. The December 29, 2018 and December 30, 2017 fair value of the Company’s 5.875% unsecured Senior Notes due June 15, 2024 (the “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 | 12 Months Ended |
Dec. 29, 2018 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Total debt consisted of the following: Debt Description Maturity Interest Rate at December 29, 2018 December 29, 2018 December 30, 2017 ABL Facility October 20, 2020 7.00% $ 81 $ 80 ABS Facility September 21, 2020 3.52% 275 580 Term Loan Facility (net of $6 and $10 June 27, 2023 4.34% 2,145 2,157 Senior Notes (net of $5 and $6 June 15, 2024 5.88% 595 594 Obligations under capital leases 2019–2025 2.31% - 6.19% 352 336 Other debt 2021–2031 5.75% - 9.00% 9 10 Total debt 3,457 3,757 Current portion of long-term debt (106 ) (109 ) Long-term debt $ 3,351 $ 3,648 At December 29, 2018 , after considering interest rate swaps that fixed the interest rate on $1.1 billion of principal of the Term Loan Facility, as described in Note 11, Fair Value Measurements, approximately 41% of the Company’s total debt was at a floating rate. Principal payments to be made on outstanding debt, exclusive of deferred financing costs, as of December 29, 2018 , were as follows: 2019 $ 106 2020 455 2021 87 2022 72 2023 2,103 Thereafter 645 $ 3,468 The following is a description of each of the Company’s debt instruments outstanding as of December 29, 2018 : ABL Facility— The Amended and Restated ABL Credit Agreement, dated as of October 20, 2015, as further amended, sets forth USF’s asset backed senior secured revolving loan facility (the “ABL Facility”) and provides for loans under its two tranches: ABL Tranche A-1 and ABL Tranche A, with its capacity limited by a borrowing base. The maximum borrowing available is $1,300 million , with ABL Tranche A-1 at $100 million , and ABL Tranche A at $1,200 million . As of December 29, 2018 , USF had $81 million of outstanding borrowings, and had issued letters of credit totaling $372 million , under the ABL Facility. Outstanding letters of credit included: (1) $298 million issued in favor of certain commercial insurers securing USF’s obligations with respect to its self-insurance program, (2) $73 million issued to secure USF’s obligations with respect to certain real estate leases, and (3) $1 million issued for other obligations. There was available capacity on the ABL Facility of $847 million at December 29, 2018 . As of December 29, 2018 , on Tranche A-1 borrowings, USF may periodically elect to pay interest at an alternative base rate (“ABR”), as defined in the ABL Facility, plus 1.50% or the London Interbank Offered Rate (“LIBOR”) plus 2.50% . On Tranche A borrowings, USF can periodically elect to pay interest at ABR plus 0.25% or LIBOR plus 1.25% . The interest rate spreads are the lowest provided for in the agreement, based upon USF’s consolidated secured leverage ratio, as defined in the agreement. The ABL Facility also carries letter of credit fees of 1.25% and an unused commitment fee of 0.25% . The weighted-average interest rate on outstanding borrowings for the ABL Facility was 5.12% and 4.29% for fiscal years 2018 and 2017 , respectively. ABS Facility— Under the ABS Facility, USF sells, on a revolving basis, its eligible receivables to the Receivables Company. See Note 7, Accounts Receivable Financing Program. The maximum capacity under the ABS Facility is $800 million . Borrowings under the ABS Facility were $275 million at December 29, 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 ABS Facility of $455 million at December 29, 2018 based on receivables eligible as collateral. The ABS Facility bears interest at LIBOR plus 1.00% , and carries an unused commitment fee of 0.35% . The weighted-average interest rate on outstanding borrowings for the ABS Facility was 3.00% and 2.18% for fiscal years 2018 and 2017 , respectively. Term Loan Facility— The Credit Agreement, dated as of May 11, 2011, as amended, provides USF with a senior secured term loan facility (the “Term Loan Facility”) with an outstanding balance of $2.1 billion at December 29, 2018 . Principal repayments of $5.5 million are payable quarterly with the balance due at maturity. The debt may require mandatory repayments if certain assets are sold, as set forth in the agreement. On June 22, 2018, the Term Loan Facility was further amended to lower the interest rate margins under the Term Loan Facility to 2.00% for LIBOR borrowings and 1.00% for ABR borrowings, among other things. The table above reflects the December 29, 2018 interest rate on the unhedged portion of the Term Loan Facility. With respect to the portion of the Term Loan Facility subject to interest rate hedging agreements ( $1.1 billion as of December 29, 2018 ), the June 22, 2018 amendment reduced the effective interest rate to 3.71% . In connection with the June 22, 2018 amendment of the Term Loan Facility, under accounting guidance, the Company applied modification accounting to the majority of the continuing lenders as the terms were not substantially different from the terms that applied to those lenders prior to the amendment. For the remaining lenders, the Company applied debt extinguishment accounting. The Company recorded a debt extinguishment loss of $3 million in interest expense, consisting primarily of a write-off of unamortized deferred financing costs related to the June 22, 2018 amendment. Unamortized deferred financing costs of $7 million at June 30, 2018 were carried forward and will be amortized through June 27, 2023, the maturity date of the Term Loan Facility. The Term Loan Facility was also amended on February 17, 2017 and November 30, 2017 (the “2017 Amendments”), in each case to reduce the interest rate spread on outstanding borrowings, among other things. In connection with the 2017 Amendments of the Term Loan Facility, under accounting guidance, the Company applied modification accounting to the majority of the continuing lenders as the terms were not substantially different from the terms that applied to those lenders prior to the amendment. For the remaining lenders, the Company applied debt extinguishment accounting. The Company recorded a debt extinguishment loss of $2 million in interest expense, consisting primarily of write-offs of unamortized deferred financing costs related to the 2017 Amendments. Senior Notes— The Senior Notes due 2024, with a carrying value of $595 million at December 29, 2018 , net of $5 million of unamortized deferred financing costs, bear interest at 5.875% . On or after June 15, 2019, this debt is redeemable, at USF’s option, in whole or in part at a price of 102.938% of the remaining principal, plus accrued and unpaid interest, if any, to the redemption date. On June 15, 2020 and June 15, 2021, the optional redemption price for the debt declines to 101.469% and 100.0% , respectively, of the remaining principal amount, plus accrued and unpaid interest, if any, to the redemption date. Prior to June 15, 2019, up to 40% of the debt may be redeemed with the aggregate proceeds from equity offerings, as defined in the Senior Notes indenture, as supplemented, at a redemption premium of 105.875% . Capital Leases– Obligations under capital leases of $352 million at December 29, 2018 consist of amounts due for transportation equipment and building leases. 2016 Debt Transactions and Loss on Extinguishment IPO Proceeds As discussed in Note 1, Overview and Basis of Presentation, in June 2016, US Foods completed its IPO. Net proceeds of $1,114 million were used to redeem $1,090 million in principal of USF’s Old Senior Notes and pay the related $23 million early redemption premium. The balance of the Old Senior Notes was redeemed with proceeds from the June 2016 refinancings further discussed below. June 2016 Refinancings In June 2016, USF entered into a series of transactions to refinance the $2,042 million principal of its Term Loan Facility, redeem the remaining $258 million principal of its Old Senior Notes and pay the related $6 million early redemption premium. The aggregate principal amount outstanding of the Term Loan Facility was increased to $2,200 million . Additionally, USF issued $600 million in principal amount of Senior Notes. The debt redemption and refinancing transactions completed in June 2016 resulted in a loss on extinguishment of debt of $42 million , consisting of a $29 million early redemption premium related to the Old Senior Notes, $7 million of lender and third party fees, and a $6 million write-off of certain pre-existing unamortized deferred financing costs and premiums related to the refinanced and redeemed facilities. CMBS Fixed Facility Defeasance On September 23, 2016, USF, through a wholly owned subsidiary, legally defeased the commercial mortgage backed securities facility (the “CMBS Fixed Facility”), scheduled to mature on August 1, 2017. The CMBS Fixed Facility had an outstanding balance of $471 million net of unamortized deferred financing costs of $1 million . The cash outlay for the defeasance of $485 million represented the purchase price of U.S. government securities that would generate sufficient cash flow to fund interest payments from the effective date of the defeasance through, and including the repayment of, the $472 million principal for the CMBS Fixed Facility on February 1, 2017, the earliest date the loan could be prepaid. The defeasance resulted in a loss on extinguishment of debt of approximately $12 million , consisting of the difference between the purchase price of the U.S. government securities, not attributable to accrued interest through the effective date of the defeasance, and the outstanding principal of the CMBS Fixed Facility, and other costs of $1 million , consisting of unamortized deferred financing costs and other third party costs. Security Interests Substantially all of the Company’s assets are pledged under the various agreements governing our indebtedness. Debt under the ABS Facility is secured by certain designated receivables and, in certain circumstances, by restricted cash. The ABL Facility is secured by certain other designated receivables not pledged under the ABS Facility, as well as inventory and tractors and trailers owned by the Company. Additionally, the lenders under the ABL Facility have a second priority interest in the assets pledged under the Term Loan Facility. USF’s obligations under the Term Loan Facility are secured by all of the capital stock of USF and its direct and indirect wholly owned domestic subsidiaries, as defined in the agreements, and substantially all non-real estate assets of USF and its subsidiaries not pledged under the ABS Facility or the ABL Facility. Additionally, the lenders under the Term Loan Facility have a second priority interest in the inventory and tractors and trailers pledged under the ABL Facility. USF’s interest rate swap obligations are secured by the collateral securing the ABL Facility. Pursuant to the terms of the interest rate swap agreement between each of the interest rate swap counterparties and USF, each of the interest rate swap counterparties has agreed that its right to receive payment from the sale of the collateral is subordinate to the rights of the lenders under the ABL Facility. USF is not required to provide additional collateral to its hedge counterparties. Restrictive Covenants USF's credit facilities, loan agreements and indentures contain customary covenants. These include, among other things, covenants that restrict USF’s ability to incur certain additional indebtedness, create or permit liens on assets, pay dividends, or engage in mergers or consolidations. As of December 29, 2018 , USF had $991 million of restricted payment capacity under these covenants, and approximately $2,238 million of its net assets were restricted after taking into consideration the net deferred tax assets and intercompany balances that eliminate in consolidation. Certain agreements governing our indebtedness also contain customary events of default. Those include, without limitation, the failure to pay interest or principal when it is due under the agreements, cross default provisions, the failure of representations and warranties contained in the agreements to be true when made, and certain insolvency events. If an event of default occurs and remains uncured, the principal amounts outstanding, together with all accrued unpaid interest and other amounts owed, may be declared immediately due and payable by the lenders. Were such an event to occur, the Company would be forced to seek new financing that may not be on as favorable terms as its current facilities. The Company’s ability to refinance its indebtedness on favorable terms, or at all, is directly affected by the current economic and financial conditions. In addition, the Company’s ability to incur secured indebtedness (which may enable it to achieve more favorable terms than the incurrence of unsecured indebtedness) depends in part on the value of its assets. This, in turn, is dependent on the strength of its cash flows, results of operations, economic and market conditions, and other factors. |
Accrued Expenses and Other Long
Accrued Expenses and Other Long-Term Liabilities | 12 Months Ended |
Dec. 29, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Long-Term Liabilities | ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES Accrued expenses and other long-term liabilities consisted of the following. December 29, 2018 December 30, 2017 Accrued expenses and other current liabilities: Salary, wages and bonus expenses $ 132 $ 161 Operating expenses 75 68 Workers’ compensation, general and fleet liability 39 49 Group medical liability 28 29 Customer rebates and other selling expenses 96 85 Property and sales tax 30 28 Interest payable 13 6 Other 41 25 Total accrued expenses and other current liabilities $ 454 $ 451 Other long-term liabilities: Workers’ compensation, general and fleet liability $ 120 $ 121 Accrued pension and other postretirement benefit obligations 40 130 Financing lease obligation 21 24 Uncertain tax positions 31 81 Other 20 16 Total Other long-term liabilities $ 232 $ 372 Self-Insured Liabilities — The Company is self-insured for general liability, fleet liability and workers’ compensation claims. Claims in excess of certain levels are insured. The workers’ compensation liability, included in the table above under “workers’ compensation, general liability and fleet liability,” is recorded at present value. This table summarizes self-insurance liability activity for the last three fiscal years: 2018 2017 2016 Balance at beginning of the year $ 170 $ 164 $ 172 Charged to costs and expenses 56 64 59 Reinsurance recoverable 7 8 — Payments (74 ) (66 ) (67 ) Balance at end of the year $ 159 $ 170 $ 164 Discount rate 2.50 % 1.98 % 1.47 % Estimated future payments for self-insured liabilities are as follows: 2019 $ 40 2020 24 2021 17 2022 12 2023 10 Thereafter 66 Total self-insured liability 169 Less amount representing interest (10 ) Present value of self-insured liability $ 159 |
Restructuring Liabilities
Restructuring Liabilities | 12 Months Ended |
Dec. 29, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Liabilities | RESTRUCTURING LIABILITIES The following table summarizes the changes in the restructuring liabilities for the last three fiscal years: Severance and Related Costs Facility Closing Costs Total Balance at January 2, 2016 $ 119 $ — $ 119 Current year charges 71 3 74 Change in estimate (21 ) — (21 ) Payments and usage—net of accretion (147 ) (2 ) (149 ) Balance at December 31, 2016 22 1 23 Current year charges 7 — 7 Change in estimate (5 ) — (5 ) Payments and usage—net of accretion (20 ) — (20 ) Balance at December 30, 2017 4 1 5 Current year charges 1 — 1 Payments and usage—net of accretion (4 ) — (4 ) Balance at December 29, 2018 $ 1 $ 1 $ 2 The Company periodically closes or consolidates distribution facilities and implements initiatives in its ongoing efforts to reduce costs and improve operating effectiveness. In connection with these activities, the Company incurs various costs including multiemployer pension withdrawal liabilities and settlements, severance and other employee separation costs that are included in the above table. 2018 Activities During fiscal year 2018, $1 million was recognized primarily for severance and related costs associated with a 2018 distribution facility closure and additional costs for current year and prior year initiatives. 2017 Activities During fiscal year 2017 , the Company incurred a net charge of $2 million , primarily for severance and related costs associated with its efforts to streamline its corporate back office organization and centralize replenishment activities. 2016 Activities During fiscal year 2016 , the Company incurred a net charge of $50 million for severance and related costs associated with its efforts to streamline its field operations model, streamline its corporate back office organization, centralize replenishment activities and complete the closure of a distribution facility. The Company also incurred $3 million in facility closing costs related to a lease termination settlement. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 29, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS During fiscal year 2017, the Company completed four secondary offerings of its common stock held primarily by investment funds associated with or designated by Clayton, Dubilier & Rice, LLC (“CD&R”) and Kohlberg Kravis Roberts & Co., L.P. (“KKR” and, together with CD&R, the “Former Sponsors”). Following the completion of the final offering in December 2017, the Former Sponsors no longer held any shares of the Company’s common stock. The Company did not receive any proceeds from the offerings. The December 2017 offering also included the Company’s repurchase of 10,000,000 shares of common stock from the underwriter at $28.00 per share, which was the price the underwriter purchased the shares from the Former Sponsors in the offering. The $280 million paid for the share repurchase reduced additional paid-in capital $96 million , with the remaining $184 million recognized in retained earnings as a constructive dividend. The closing of the Company’s share repurchase occurred substantially concurrently with the closing of the offering, and the repurchased shares were retired. In accordance with terms of the prior registration rights agreement with the Former Sponsors, the Company incurred approximately $5 million of expenses in connection with the offerings, approximately $1 million of which was incurred in 2016. Underwriting discounts and commissions were paid by the selling stockholders. KKR Capital Markets LLC (“KKR Capital Markets”), an affiliate of KKR, received a de minimis fee for services rendered in connection with the February 2017 amendment of the Term Loan Facility. Additionally, KKR Capital Markets received underwriter discounts and commissions of $5 million in connection with the Company’s IPO, and $1 million for services rendered in connection with the Company's June 2016 debt refinancing transactions. The Company was previously a party to consulting agreements with each of the Former Sponsors pursuant to which each Former Sponsor provided the Company with ongoing consulting and management advisory services and received fees and reimbursement of related out of pocket expenses. On June 1, 2016, the consulting agreements with each of the Former Sponsors were terminated. For fiscal year 2016, the Company recorded $36 million in fees and expenses, including an aggregate termination fee of $31 million . All fees paid to the Former Sponsors, including the termination fees, were reported in distribution, selling and administrative costs in the Company's Consolidated Statements of Comprehensive Income. On January 8, 2016, the Company paid a $666 million , or $3.94 per share, one-time special cash distribution to its stockholders of record as of January 4, 2016, of which $657 million was paid to the Former Sponsors. The distribution was funded with cash on hand and approximately $314 million of additional borrowings under the Company’s credit facilities. The Company has no plans to pay dividends currently, or in the foreseeable future, and has never paid dividends on its common stock, other than the January 2016 one-time special cash distribution. Any decision to declare and pay dividends in the future will be made at the sole discretion of our Board of Directors. |
Share-Based Compensation, Commo
Share-Based Compensation, Common Stock Issuances and Common Stock | 12 Months Ended |
Dec. 29, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation, Common Stock Issuances and Common Stock | SHARE-BASED COMPENSATION, COMMON STOCK ISSUANCES AND COMMON STOCK Since June 2016, the Company has granted stock-based awards to its directors, officers and other eligible employees under the US Foods Holding Corp. 2016 Omnibus Incentive Plan (the “2016 Plan”). Up to 9 million shares of common stock are available for issuance under the 2016 Plan. Prior to June 2016, share-based awards were granted to the Company’s directors, officers and other eligible employees under the 2007 Stock Incentive Plan (the “2007 Plan”). The 2007 Plan terminated according to its terms on December 21, 2017, which meant that no shares were available for future issues under that plan. However, the termination of the 2007 Plan had no effect on any previously granted and outstanding stock-based awards. Total compensation expense related to share-based arrangements was $28 million , $21 million and $18 million for fiscal years 2018 , 2017 and 2016 , respectively, and is reflected in distribution, selling and administrative costs in the Company's Consolidated Statement of Comprehensive Income. No share-based compensation cost was capitalized as part of the cost of an asset during those years. The total income tax benefit associated with share-based compensation recorded in the Company's Consolidated Statement of Comprehensive Income was $6 million , $7 million and $6 million for fiscal years 2018 , 2017 and 2016 , respectively. Common Stock Issuances —Certain employees purchased shares of our common stock, pursuant to a management stockholder’s agreement associated with the 2007 Plan. These shares are subject to the terms and conditions (including certain restrictions on transfer) of each management stockholder’s agreement, other documents signed at the time of purchase, and pursuant to the applicable law. In August 2016, the Company established the US Foods Holding Corp. Employee Stock Purchase Plan (the “ESPP”) to provide its eligible employees with the opportunity to acquire common shares of the Company. In May 2018, the ESPP was amended and restated to increase the number of shares available for purchase under the plan from 1,250,000 to 4,750,000 . The ESPP provides participants with a discount of 15% of the fair market value of the common stock on the date of purchase, and as such, the plan is considered compensatory for tax purposes. The Company recorded $3 million , $3 million and $1 million of stock-based compensation expense for fiscal years 2018 , 2017 and 2016 , respectively, associated with the ESPP. Stock Options —The Company has granted to certain directors, officers and employees time-based options (“Time Options”) and performance-based options (“Performance Options” and, together with the Time Options, the “Options”) to purchase shares of our common stock. These Options are subject to the terms and conditions set forth in the relevant incentive plan documents and stock option agreements pursuant to which they were granted. The Options also contain certain anti-dilution provisions. The Time Options vest and become exercisable ratably over periods of three to four years, either on the anniversary date of the grant or the last day of each fiscal year, beginning with the fiscal year issued. Compensation expense related to Time Options was $7 million in fiscal year 2018 and $4 million for fiscal years 2017 and 2016 . The Performance Options also vest and become exercisable ratably over four years, either on the anniversary date of the grant or the last day of each fiscal year, beginning with the fiscal year issued, provided that the Company achieves an annual financial performance target established by the Compensation Committee of our Board of Directors (the “Committee”). Awards granted prior to 2016 were subject to annual and, if applicable, cumulative performance targets for each of the four fiscal years, which were established by the Committee at the beginning of each respective fiscal year. As a result, under GAAP, the Performance Options were deemed to have been granted each year on the date when the annual financial performance target for the respective tranche of the option was established by the Committee. Performance Options granted prior to the 2016 award contain a catch-up vesting provision to the extent that the applicable annual financial performance target is not met. The Company recorded compensation expense of $1 million , $3 million and $4 million for fiscal years 2018 , 2017 and 2016 , respectively, for the expected vesting of the Performance Options. The Options are nonqualified, with exercise prices equal to the estimated fair value of a share of common stock at the date of the grant. Exercise prices range from $8.51 to $33.56 per share and generally have a 10 -year life. The fair value of each Option is estimated as of the date of grant using a Black-Scholes option-pricing model. The weighted-average assumptions for Options granted in fiscal years 2018 , 2017 and 2016 are included in the following table. 2018 2017 2016 Expected volatility 35.7 % 31.8 % 28.8 % Expected dividends — — — Risk-free interest rate 2.6 % 1.9 % 1.5 % Expected term (in years) 5.4 5.8 5.9 Expected volatility is calculated leveraging the historical volatility of public companies similar to US Foods. The assumed dividend yield is zero , because the Company has not historically paid dividends. However, as further discussed in Note 15, Related Party Transactions, the Company paid a one-time, special cash distribution to stockholders before the IPO in January 2016. The risk-free interest rate is the implied zero-coupon yield for U.S. Treasury securities having a maturity approximately equal to the expected term, as of the grant date. Due to a lack of relevant historical data, the simplified approach was used to determine the expected term of the options. The summary of Options outstanding and changes during fiscal year 2018 are presented below. Time Options Performance Options Total Options Weighted- Average Fair Value Weighted- Average Exercise Price Weighted- Average Remaining Contractual Years Outstanding at December 30, 2017 3,009,552 1,605,417 4,614,969 $ 7.47 $ 18.79 Granted 680,863 365,381 1,046,244 $ 14.55 $ 28.69 Exercised (726,989 ) (699,135 ) (1,426,124 ) $ 6.55 $ 14.34 Forfeited (249,862 ) (48,831 ) (298,693 ) $ 10.50 $ 26.59 Outstanding at December 29, 2018 2,713,564 1,222,832 3,936,396 $ 9.45 $ 22.44 7.1 Vested and exercisable at December 29, 2018 1,103,649 883,591 1,987,240 $ 7.55 $ 17.97 6.1 The weighted-average grant date fair value of Options granted for fiscal years 2018 , 2017 and 2016 was $14.55 , $11.08 and $6.28 , respectively. During fiscal year 2018 , Options were exercised with a total intrinsic value of $28 million , representing the excess of fair value over exercise price. During fiscal year 2017 , Options were exercised with a total intrinsic value of $86 million , representing the excess of fair value over exercise price. During fiscal year 2016, Options were exercised by terminated employees for a cash outflow of $4 million , representing the excess of fair value over exercise price. As of December 29, 2018 , there were $12 million of total unrecognized compensation costs related to unvested Options expected to vest, which is expected to be recognized over a weighted-average period of two years. Restricted Shares —Certain officers and employees were granted restricted shares (the “Restricted Shares”) in fiscal years 2018 , 2017 and 2016 granted under the 2016 Plan. Prior to 2017, the Restricted Shares contained time-based vesting (the “Time-Based Restricted Shares”) and non-forfeitable dividend rights, none of which remain unvested. In fiscal year 2018 and 2017 , the restricted shares were subject to performance conditions (the “Performance Restricted Shares”) and contained forfeitable dividend rights. The Performance Restricted Shares were granted assuming the maximum award amount and vest on the third anniversary of the grant date if specific performance goals over a three-year performance period are achieved. The number of shares eligible to vest on the vesting date range from zero to 200% of the target award amount, based on the achievement of the performance goals. The fair value of the Performance Restricted Shares is measured using the fair market value of our common stock on the date of grant and recognized over the three-year vesting period for the portion of the award that is expected to vest. Compensation expense for the Performance Restricted Shares is remeasured at the end of each reporting period, based on management’s evaluation of whether it is probable that performance conditions will be met. The summary of unvested Performance Restricted Shares outstanding and changes during fiscal year 2018 is presented below: Performance Restricted Shares Weighted- Average Fair Value Unvested at December 30, 2017 $ 241,313 $ 30.39 Granted 249,314 $ 33.56 Vested — $ — Forfeited (41,804 ) $ 31.90 Unvested at December 29, 2018 $ 448,823 $ 32.01 The weighted-average grant date fair value for the Performance Restricted Shares granted in fiscal years 2018 , 2017 and 2016 was $33.56 , $30.39 and $14.58 , respectively. Compensation expense for the Restricted Shares was $2 million , $1 million and $2 million for fiscal years 2018 , 2017 and 2016 , respectively. At December 29, 2018 , there was $4 million of unrecognized compensation expense related to the Performance Restricted Shares that is expected to be recognized over a weighted average period of two years. Restricted Stock Units —Certain directors, officers and employees have been granted time-based restricted stock units (the “Time-Based RSUs”) and/or performance-based restricted stock units (the “Performance RSUs” and, collectively with the Time-Based RSUs, the “RSUs”) pursuant to the 2007 Plan and, after the IPO, pursuant to the 2016 Plan. The RSUs contain certain anti-dilution provisions. The Time-Based RSUs generally vest ratably over three to four years, starting on the anniversary date of grant. For fiscal years 2018 , 2017 and 2016 , the Company recognized $12 million , $6 million and $4 million , respectively, in compensation expense related to the Time-Based RSUs. Prior to fiscal year 2017, the Performance RSUs vested ratably over four years, either on the anniversary of the date of grant, or the last day of each fiscal year (beginning with the fiscal year in which they were granted), based on the achievement of an annual operating performance target applicable to each tranche. For grants of Performance RSUs made prior to fiscal year 2016, those targets also provided for catch-up vesting if the respective annual financial performance target was not achieved but a subsequent cumulative financial performance target was achieved. Beginning in fiscal year 2017, the Performance RSUs vest at the end of a three-year vesting period based on achievement of certain, pre-established year over year Adjusted EBITDA growth and return on invested capital goals during a three-year performance period. The number of shares earned at the end of the vesting period range from zero to 200% based on the relative achievement of the performance goals. The fair value of each share underlying the Performance RSUs is measured at the fair market value of our common stock on the date of grant and recognized over the vesting period for the portion of the award that is expected to vest. Compensation expense for the Performance RSUs is remeasured at the end of each reporting period, based on management’s evaluation of whether it is probable that the performance conditions will be met. The Company recognized $3 million of compensation expense in fiscal year 2018 for Performance RSUs that are expected to vest. The Company recognized $3 million of compensation expense in fiscal year 2017 for the Performance RSUs that, at the end of fiscal year 2017 were expected to vest. The Company recognized $4 million of compensation expense in fiscal year 2016 for the Performance RSUs that, at the end of fiscal year 2016, were expected to vest. A summary of unvested RSUs outstanding and changes during fiscal year 2018 is presented below. Time-Based RSUs Performance RSUs Total RSUs Weighted- Average Fair Value Unvested at December 30, 2017 909,292 276,553 1,185,845 $ 26.79 Granted 564,951 269,116 834,067 $ 33.48 Vested (310,495 ) (127,276 ) (437,771 ) $ 25.91 Forfeited (126,907 ) (61,677 ) (188,584 ) $ 29.45 Unvested at December 29, 2018 1,036,841 356,716 1,393,557 $ 30.71 The weighted-average grant date fair values for the RSUs granted in fiscal years 2018 , 2017 , and 2016 was $33.48 , $29.77 and $18.75 , respectively. At December 29, 2018 , there was $27 million of unrecognized compensation cost related to the RSUs that is expected to be recognized over a weighted-average period of two years. Equity Appreciation Rights —The Company has an Equity Appreciation Rights (“EAR”) plan for certain employees. Each EAR represents one phantom share of our common stock. The EARs also contain certain anti-dilution provisions. The EARs vest and become payable at the time of a participant's involuntary termination of employment or a change in control of the Company, in each case, as defined in the applicable agreement. EARs are forfeited upon voluntary termination of the participant’s employment. The EARs are settled in cash upon vesting and, accordingly, are considered liability instruments. No EARs were granted during fiscal years 2018 , 2017 and 2016 . Compensation expense for the EARs which vested for participants whose employment was involuntarily terminated during fiscal years 2018 , 2017 and 2016 was de minimis. As the EARs are liability instruments, the fair value of the awards is re-measured each reporting period until the award vests and is settled. Since vesting of all outstanding EARs is contingent upon performance conditions, as defined in the EAR plan, which are not considered probable, no compensation expense has been recorded to date for the outstanding EARs, except for that related to participants whose employment was involuntarily terminated, and as such, no liability has been recognized. As of December 29, 2018 , there were a total of 344,359 EARs outstanding with a weighted average exercise price of $9.81 per share. |
Leases
Leases | 12 Months Ended |
Dec. 29, 2018 | |
Leases [Abstract] | |
Leases | LEASES The Company leases various warehouse and office facilities and certain equipment under operating and capital lease agreements that expire at various dates, and in some instances contain renewal provisions. The Company expenses operating lease costs, including any scheduled rent increases, rent holidays or landlord concessions, on a straight-line basis over the lease term. The Company also has a financing lease obligation on a distribution facility through 2023. Future minimum lease payments under the above mentioned noncancelable lease agreements, together with contractual sublease income, as of December 29, 2018 , were as follows: Financing Lease Obligation Capital Leases Operating Leases Sublease Income Net 2019 $ 4 $ 95 $ 31 $ (1 ) $ 129 2020 5 84 29 — 118 2021 5 71 25 — 101 2022 5 54 22 — 81 2023 5 43 18 — 66 Thereafter — 38 7 — 45 Total minimum lease payments (receipts) 24 385 $ 132 $ (1 ) $ 540 Less amount representing interest (4 ) (33 ) Present value of minimum lease payments $ 20 $ 352 Total operating lease expense, included in distribution, selling and administrative costs in the Company’s Consolidated Statements of Comprehensive Income, was $46 million , $44 million and $43 million for fiscal years 2018 , 2017 and 2016 , respectively. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 29, 2018 | |
Retirement Benefits [Abstract] | |
Retirement Plans | RETIREMENT PLANS The Company has defined benefit and defined contribution retirement plans for its employees, and provides certain postretirement health and welfare 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 maintains a qualified retirement plan 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. The Company also maintains postretirement health and welfare plans for certain employees. Amounts related to the defined benefit and other postretirement plans recognized in the Company's consolidated financial statements are determined on an actuarial basis. The components of net periodic pension benefit (credits) costs for the last three fiscal years were as follows: 2018 2017 2016 Components of net periodic pension (credits) benefit costs: Service cost $ 2 $ 2 $ 4 Interest cost 36 40 41 Expected return on plan assets (52 ) (48 ) (48 ) Amortization of net loss 3 4 8 Settlements — 18 4 Net periodic pension (credits) benefit costs $ (11 ) $ 16 $ 9 Other postretirement (credits) benefit costs were de minimis for fiscal years 2018 , 2017 and 2016 . The service cost component of net periodic (credits) benefit costs is included in distribution, selling and administrative costs, while the other components of net periodic (credits) benefit costs are included in other income—net, respectively, in the Company's Consolidated Statements of Comprehensive Income. The Company contributed approximately $71 million to its defined benefit and other postretirement plans during fiscal year 2018, of which $35 million represented an additional, voluntary contribution to the defined benefit plan. As a result of the incremental voluntary contribution, the Company remeasured its defined benefit pension liability as of May 31, 2018, resulting in a reduction in the benefit obligation of $33 million , with a corresponding benefit to accumulated other comprehensive loss. The remeasurement had an immaterial impact on the 2018 annual net periodic (credits) benefit costs. The Company incurred non-cash settlement charges of $18 million and $4 million for fiscal years 2017 and 2016 , respectively, resulting from lump sum benefit payments. No non-cash settlement charges were incurred in 2018 . All lump sum benefit payments were paid from plan assets. Changes in plan assets and benefit obligations recorded in accumulated other comprehensive loss for pension benefits for the last three fiscal years were as follows: 2018 2017 2016 Changes recognized in accumulated other comprehensive loss: Actuarial gain (loss) $ 6 $ — $ (63 ) Prior year correction (1) — — (22 ) Amortization of net loss 3 4 8 Settlements — 18 4 Net amount recognized $ 9 $ 22 $ (73 ) (1) I n the second quarter of fiscal year 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 a 2015 pension plan freeze. The Company determined the error did not materially impact the financial statements for any of the periods reported. Changes in plan assets and benefit obligations recorded in accumulated other comprehensive loss for other postretirement benefits for the last three fiscal years were de minimis. The funded status of the defined benefit plans for the last three fiscal years was as follows: Pension Benefits 2018 2017 2016 Change in benefit obligation: Benefit obligation at beginning of year $ 976 $ 966 $ 863 Service cost 2 2 4 Interest cost 36 40 41 Actuarial (gain) loss (97 ) 76 73 Prior year correction — — 22 Settlements — (87 ) (16 ) Benefit disbursements (46 ) (21 ) (21 ) Benefit obligation at end of year 871 976 966 Change in plan assets: Fair value of plan assets at beginning of year 851 799 742 Return on plan assets (40 ) 124 58 Employer contribution 71 36 36 Settlements — (87 ) (16 ) Benefit disbursements (46 ) (21 ) (21 ) Fair value of plan assets at end of year 836 851 799 Net funded status $ (35 ) $ (125 ) $ (167 ) The fiscal year 2018 pension benefits actuarial gain of $97 million was primarily due to an increase in the discount rate. The 2017 and 2016 pension benefits actuarial losses of $76 million and $73 million , respectively, were primarily due to decreases in discount rates. Other Postretirement Plans 2018 2017 2016 Change in benefit obligation: Benefit obligation at beginning of year $ 7 $ 7 $ 7 Benefit disbursements (1 ) (1 ) (1 ) Other — 1 1 Benefit obligation at end of year 6 7 7 Change in plan assets: Fair value of plan assets at beginning of year — — — Employer contribution 1 1 1 Benefit disbursements (1 ) (1 ) (1 ) Fair value of plan assets at end of year — — — Net funded status $ (6 ) $ (7 ) $ (7 ) Service cost, interest cost and actuarial (gain) loss for other postretirement benefits were de minimis for fiscal years 2018 , 2017 and 2016 . Pension Benefits 2018 2017 2016 Amounts recognized in the consolidated balance sheets consist of the following: Accrued benefit obligation—current $ — $ (1 ) $ (1 ) Accrued benefit obligation—noncurrent (35 ) (124 ) (166 ) Net amount recognized in the consolidated balance sheets $ (35 ) $ (125 ) $ (167 ) Amounts recognized in accumulated other comprehensive loss consist of the following: Net loss $ 190 $ 199 $ 221 Net loss recognized in accumulated other comprehensive loss $ 190 $ 199 $ 221 Additional information: Accumulated benefit obligation $ 869 $ 974 $ 963 Other Postretirement Plans 2018 2017 2016 Amounts recognized in the consolidated balance sheets consist of the following: Accrued benefit obligation—current $ (1 ) $ (1 ) $ (1 ) Accrued benefit obligation—noncurrent (5 ) (6 ) (6 ) Net amount recognized in the consolidated balance sheets $ (6 ) $ (7 ) $ (7 ) Amounts recognized in accumulated other comprehensive loss consist of the following: Gain, net of prior service cost $ 1 $ 1 $ 1 Net gain recognized in accumulated other comprehensive loss $ 1 $ 1 $ 1 Pension Benefits Amounts expected to be amortized from accumulated other comprehensive loss in the next fiscal year: Net loss $ 4 Net expected to be amortized $ 4 Amounts expected to be amortized from accumulated other comprehensive loss in the next fiscal year for other postretirement benefits are expected to be de minimis. 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 2018 2017 2016 Benefit obligation: Discount rate 4.35 % 3.70 % 4.25 % Annual compensation increase 3.60 % 3.60 % 3.60 % Net cost: Discount rate 3.70 % 4.25 % 4.64 % Expected return on plan assets 6.00 % 6.00 % 6.50 % Annual compensation increase 3.60 % 3.60 % 3.60 % Other Postretirement Plans 2018 2017 2016 Benefit obligation—discount rate 4.35 % 3.70 % 4.25 % Net cost—discount rate 3.70 % 4.25 % 4.40 % The measurement date for the defined benefit and other postretirement benefit plans was December 31 for 2018 , 2017 and 2016 . The Company applies the practical expedient under ASU No. 2015-4 to measure defined benefit retirement obligations and related plan assets as of the month-end that is closest to its fiscal year-end. The mortality assumptions used to determine the pension benefit obligation as of December 31, 2018 are based on the RP-2014 base mortality table with the MP-2018 mortality improvement scale published by the Society of Actuaries. 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: 2018 2017 2016 Immediate rate 6.30 % 6.70 % 7.40 % Ultimate trend rate 4.50 % 4.50 % 4.50 % Year the rate reaches the ultimate trend rate 2037 2037 2037 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 the Company sponsored plans is to provide a common investment platform. Investment managers, overseen by the US Foods, Inc. Benefits 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. The Benefits Administration Committee reviews the major asset classes, through consultation with its investment consultants, periodically to determine if the plan assets are performing as expected. The Company’s 2018 strategy initially targeted a mix of 50% equity securities and 50% long-term debt securities and cash equivalents. During 2018, the Company revised its target to a mix of 35% equity securities and 65% long-term debt securities and cash equivalents. The actual mix of investments at December 29, 2018 was 30% equity securities and 70% 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 sets forth the fair value of our defined benefit plans’ assets by asset fair value hierarchy level. Asset Fair Value as of December 29, 2018 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 5 $ — $ — $ 5 Equities: Domestic 34 — — 34 International 1 — — 1 Mutual fund: International equities 21 — — 21 Long-term debt securities: Corporate debt securities: Domestic — 236 — 236 International — 33 — 33 U.S. government securities — 8 — 8 Other — 2 — 2 $ 61 $ 279 $ — 340 Common collective trust funds: Cash equivalents 9 Domestic equities 156 International equities 40 Treasury STRIPS 291 Total investments measured at net asset value as a practical expedient 496 Total defined benefit plans’ assets $ 836 Asset Fair Value as of December 30, 2017 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 8 $ — $ — $ 8 Equities: Domestic 34 — — 34 International 1 — — 1 Mutual funds: Domestic equities 37 — — 37 International equities 32 — — 32 Long-term debt securities: Corporate debt securities: Domestic — 224 — 224 International — 26 — 26 U.S. government securities — 155 — 155 Government agencies securities — 8 — 8 Other — 4 — 4 $ 112 $ 417 $ — 529 Common collective trust funds: Cash equivalents 10 Domestic equities 249 International equities 63 Total investments measured at net asset value as a practical expedient 322 Total defined benefit plans’ assets $ 851 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. • Long-term debt securities are valued at the estimated price a dealer will pay for the individual securities. • Common collective trust funds are measured at the net asset value at the December 31 , 2018 and 2017 measurement dates. This class represents investments in common collective trust funds that invest in: ◦ Equity securities, which may include common stocks, options and futures in actively managed funds; and ◦ Treasury STRIPS (Separate Trading of Registered Interest and Principal of Securities) representing zero coupon Treasury securities with long-term maturities. Estimated future benefit payments, under Company sponsored plans as of December 29, 2018 , were as follows: Pension Benefits Other Postretirement Plans 2019 $ 49 $ 1 2020 48 1 2021 48 1 2022 47 1 2023 45 1 Subsequent five years 232 2 Due to the $35 million additional, voluntary contribution to the defined benefit plan during fiscal year 2018 , the Company does not expect to make a significant contribution to the Retirement Plans in fiscal year 2019 . Other Company Sponsored Benefit Plans —Certain employees are eligible to participate in the Company's 401(k) savings plan. This plan provides that, under certain circumstances and subject to applicable IRS limits, the Company may match participant contributions of up to 100% of the first 3% of a participant’s eligible compensation, and 50% of the next 2% of a participant’s eligible compensation, for a maximum employer matching contribution of 4% . The Company made employer matching contributions to the 401(k) plan of $47 million , $46 million and $44 million for fiscal years 2018 , 2017 and 2016 , 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 2018 , 2017 and 2016 . Multiemployer Pension Plans —The Company also contributes to various 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 29, 2018 , 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 (“IRS”). • The most recent Pension Protection Act (“PPA”) zone status available for 2018 and 2017 is for the plan years beginning in 2017 and 2016, 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, or critical and declining status, based on criteria established under the Internal Revenue Code (the “Code”), and is generally less than 65% funded. Plans are generally considered “critical and declining” if they are projected to become insolvent within 20 years. 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 2018 2017 Minneapolis Food Distributing Industry Pension Plan 41-6047047/001 Green Green Implemented No 4/1/21 Teamster Pension Trust Fund of Philadelphia and Vicinity 23-1511735/001 Yellow Yellow Implemented No 2/13/22 Local 703 I.B. of T. Grocery and (1) 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 (2) 23-6230368/001 Red Red Implemented No 2/13/22 (1) The collective bargaining agreement for this pension fund is operating under an extension. (2) Local 169 filed a Notice of Critical and Declining Status in 2017. 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 the Company's contributions is aggregated. Prior year contribution amounts have been reclassified to other funds (below) for plans no longer considered significant in 2018. Contributions (1)(2) Contributions That Exceed 5% of Total Plan Contributions (3) 2018 2017 2016 2017 2016 Pension Fund Minneapolis Food Distributing Industry Pension Plan 5 5 5 Yes Yes Teamster Pension Trust Fund of Philadelphia and Vicinity 4 4 3 No No Local 703 I.B. of T. Grocery and Food Employees’ Pension Plan 2 1 1 Yes Yes United Teamsters Trust Fund A 2 2 2 Yes Yes Warehouse Employees Local 169 and Employers Joint Pension Fund 1 1 1 Yes Yes Other Funds 21 21 21 — — $ 35 $ 34 $ 33 (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 plan withdrawals/settlements. (3) Indicates whether the Company was listed in the respective multiemployer pension plan Form 5500 for the applicable plan year as having made more than 5% of total contributions to the plan. If the Company elects to voluntarily withdraw from a multiemployer pension plan, it may 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 $110 million as of December 29, 2018 . 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. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 29, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE The Company computes earnings per share (“EPS”) in accordance with ASC 260, Earnings per Share. Basic EPS is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding. 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, non-vested restricted stock units and employee stock purchase plan deferrals are considered potentially dilutive securities. The following table sets forth the computation of basic and diluted earnings per share: 2018 2017 2016 Numerator: Net income $ 407 $ 444 $ 210 Denominator: Weighted-average common shares outstanding 216,112,021 222,383,038 200,129,868 Dilutive effect of share-based awards 1,713,524 3,280,747 3,894,858 Weighted-average dilutive shares outstanding 217,825,545 225,663,785 204,024,726 Basic earnings per share $ 1.88 $ 2.00 $ 1.05 Diluted earnings per share $ 1.87 $ 1.97 $ 1.03 |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 29, 2018 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Loss | CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS The following table presents changes in accumulated other comprehensive loss, by component, for the last three fiscal years: 2018 2017 2016 Accumulated other comprehensive loss components Retirement benefit obligations: Balance at beginning of year (1) $ (103 ) $ (119 ) $ (74 ) Other comprehensive income (loss) before reclassifications 6 1 (64 ) Reclassification adjustments: Amortization of net loss (2) (3) 3 4 8 Settlements (2) (3) — 18 4 Prior year correction (4) — — (22 ) Total before income tax 9 22 (74 ) Income tax provision (benefit) 3 6 (29 ) Current year comprehensive income (loss), net of tax 6 16 (45 ) Balance at end of year (1) $ (97 ) $ (103 ) $ (119 ) Interest rate swaps: Balance at beginning of year (1) $ 8 $ — $ — Change in fair value of interest rate swaps 10 11 — Amounts reclassified to interest expense (3 ) 2 — Total before income tax 7 13 — Income tax provision 2 5 — Current year comprehensive income, net of tax 5 8 — Balance at end of year (1) $ 13 $ 8 $ — Accumulated other comprehensive loss at end of year (1) $ (84 ) $ (95 ) $ (119 ) (1) Amounts are presented net of tax. (2) Included in the computation of net periodic benefit costs. See Note 18, Retirement Plans, for additional information. (3) Included in other (income) expense—net in the Company's Consolidated Statements of Comprehensive Income. (4) In the second quarter of fiscal year 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 a 2015 pension plan freeze. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 29, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The income tax provision (benefit) for the fiscal years 2018 , 2017 and 2016 consisted of the following: 2018 2017 2016 Current: Federal $ 32 $ 74 $ 1 State 12 9 — Current income tax provision 44 83 1 Deferred: Federal 31 (133 ) (15 ) State 14 10 (65 ) Deferred income tax provision (benefit) 45 (123 ) (80 ) Total income tax provision (benefit) $ 89 $ (40 ) $ (79 ) The Company’s effective income tax rates for the fiscal years ended December 29, 2018 , December 30, 2017 and December 31, 2016 were 18.0% , (10.0)% and (60.0)% , respectively. 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 U.S. federal and various state jurisdictions based on enacted tax law, permanent differences between book and tax items, tax credits and the Company’s change in relative contribution to income for each jurisdiction. Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and the Company’s effective tax rate in the future. On December 22, 2017, the U.S. federal government enacted comprehensive tax legislation referred to herein as the Tax Act. The Tax Act made broad and complex changes to the U.S. federal income tax code, including, but not limited to (1) a reduction of the U.S. federal corporate tax rate and (2) the full expensing of qualified property. The Securities and Exchange Commission 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 . In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740, Income Taxes is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 , Income Taxes on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. The Tax Act reduced the federal corporate income tax rate to 21% , effective January 1, 2018 and provided for bonus depreciation that allows for full expensing of qualified assets placed into service after September 27, 2017. For the fiscal year ended December 30, 2017 , the Company recorded provisional amounts of the impact of the corporate tax rate reduction and bonus depreciation that allows for the 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 fiscal year 2017 related to the reduction of the federal corporate income 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 fiscal year 2017 related to bonus depreciation that allowed for the full expensing of qualified property. For fiscal year 2018, the Company recorded adjustments to finalize provisional amounts recorded as of December 30, 2017. The Company recognized a decrease to deferred tax liabilities of $7 million and a decrease to current taxes payable of $1 million with a corresponding adjustment to income tax benefit of $8 million related to the reduction of the federal corporate income tax rate. The $8 million income tax benefit was primarily the result of the $35 million of incremental contributions to the Company’s defined benefit and other postretirement plans and changes in the method of accounting reflected in the 2017 tax returns as filed. As of December 29, 2018 , the Company has completed its accounting of the tax effects of the Tax Act. The reconciliation of the provision (benefit) for income taxes from continuing operations at the U.S. federal statutory income tax rate ( 21% in 2018, and 35% in 2017 and 2016, respectively) to the Company’s income tax provision (benefit) for the fiscal years 2018 , 2017 and 2016 is shown below. 2018 2017 2016 Federal income taxes computed at statutory rate $ 104 $ 141 $ 46 State income taxes, net of federal income tax benefit 20 16 2 Stock-based compensation (6 ) (26 ) (3 ) Non-deductible expenses 3 5 5 Change in the valuation allowance for deferred tax assets 1 (1 ) (128 ) Net operating loss expirations 3 1 2 Tax credits (6 ) (3 ) (3 ) Change in unrecognized tax benefits (21 ) (1 ) 1 Change in U.S. federal statutory tax rate (8 ) (173 ) — Other (1 ) 1 (1 ) Total income tax provision (benefit) $ 89 $ (40 ) $ (79 ) Temporary differences and carryforwards that created significant deferred tax assets and liabilities were as follows: December 29, 2018 December 30, 2017 Deferred tax assets: Allowance for doubtful accounts $ 8 $ 7 Accrued employee benefits 13 7 Restructuring reserves 3 5 Workers’ compensation, general and fleet liabilities 40 43 Deferred financing costs 2 2 Postretirement benefit obligations 9 23 Net operating loss carryforwards 73 86 Other accrued expenses 13 10 Total gross deferred tax assets 161 183 Less valuation allowance (30 ) (29 ) Total net deferred tax assets 131 154 Deferred tax liabilities: Property and equipment (121 ) (92 ) Inventories (39 ) (30 ) Intangibles (262 ) (274 ) Total deferred tax liabilities (422 ) (396 ) Net deferred tax liability $ (291 ) $ (242 ) The net deferred tax liabilities presented in the Company's Consolidated Balance Sheets were as follows. December 29, 2018 December 30, 2017 Noncurrent deferred tax assets $ 7 $ 21 Noncurrent deferred tax liability (298 ) (263 ) Net deferred tax liability $ (291 ) $ (242 ) As of December 29, 2018 , the Company had tax affected state net operating loss carryforwards of $73 million , which will expire at various dates from 2019 to 2038 . The Company’s net operating loss carryforwards expire as follows: State 2019-2023 $ 33 2024-2028 26 2029-2033 9 2034-2038 5 $ 73 The Company also has state credit carryforwards of $16 million . The U.S. federal and state net operating loss carryforwards in the income tax returns filed included unrecognized tax benefits taken in prior years. The net operating losses for which a deferred tax asset is recognized for financial statement purposes in accordance with ASC 740, Income Taxes, are presented net of these unrecognized tax benefits. Because of the change of ownership provisions of the Tax Reform Act of 1986, use of a portion of the Company’s domestic net operating losses and tax credit carryforwards may be limited in future periods. Further, a portion of the carryforwards may expire before being applied to reduce future income tax liabilities. We released the previously recorded valuation allowance against our U.S. federal net deferred tax assets and certain of our state net deferred tax assets in fiscal year 2016 as we determined it was more likely than not that the deferred tax assets would be realized. We maintained a valuation allowance on certain state net operating loss and tax credit carryforwards expected to expire unutilized as a result of insufficient forecasted taxable income in the carryforward period or the utilization of which is subject to limitation. The decision to release the valuation allowance was made after management considered all available evidence, both positive and negative, including but not limited to, historical operating results, cumulative income in recent years, forecasted earnings, and a reduction of uncertainty regarding forecasted earnings as a result of developments in certain customer and strategic initiatives during fiscal year 2016. A summary of the activity in the valuation allowance for the fiscal years 2018 , 2017 and 2016 is as follows: 2018 2017 2016 Balance at beginning of year $ 29 $ 24 152 Expense (benefit) recognized 1 5 (128 ) Balance at end of year $ 30 $ 29 $ 24 The calculation of the Company’s tax liabilities involves uncertainties in the application of complex tax laws and regulations in U.S. federal and state jurisdictions. The Company (1) records unrecognized tax benefits as liabilities in accordance with ASC 740, Income Taxes and (2) adjusts these liabilities when the Company’s judgment changes because of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of liabilities for unrecognized tax benefits. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. The Company recognizes an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits. Reconciliation of the beginning and ending amount of unrecognized tax benefits as of fiscal years 2018 , 2017 , and 2016 was as follows: Balance at January 2, 2016 $ 45 Gross increases due to positions taken in prior years 5 Decreases due to lapses of statute of limitations (1 ) Balance at December 31, 2016 49 Gross increases due to positions taken in prior years 72 Gross decreases due to positions taken in prior years (4 ) Gross decreases due to positions taken in current year (5 ) Decreases due to changes in tax rates (4 ) Balance at December 30, 2017 108 Gross increases due to positions taken in prior years 2 Gross decreases due to positions taken in prior years (64 ) Decreases due to lapses of statute of limitations (1 ) Decreases due to changes in tax rates (5 ) Balance at December 29, 2018 $ 40 The Company believes it is reasonably possible that the liability for unrecognized tax benefits will decrease by approximately $1 million in the next 12 months as a result of the completion of tax audits or the expiration of the statute of limitations. Included in the balance of unrecognized tax benefits at the end of fiscal years 2018 , 2017 and 2016 was $36 million , $60 million and $43 million , respectively, of tax benefits that, if recognized, would affect the effective tax rate. The Company recognizes interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had accrued interest and penalties of approximately $5 million as of December 29, 2018 and December 30, 2017 . The Company files U.S. federal and state income tax returns in jurisdictions with varying statutes of limitations. Our 2007 through 2017 U.S. federal income tax years, and various state income tax years from 2000 through 2016, remain subject to income tax examinations by the relevant taxing authorities. Prior to 2007, the Company was owned by Royal Ahold N.V. (“Ahold”). Ahold indemnified the Company for 2007 pre-closing consolidated U.S. federal and certain combined state income taxes, and the Company is responsible for all other taxes, interest and penalties. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 29, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 December 29, 2018 , the Company had $651 million of purchase orders and purchase contract commitments to be purchased in fiscal year 2019 and $70 million of information technology commitments through September 2023 that are not recorded in the Company's 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 December 29, 2018 , the Company had diesel fuel forward purchase commitments totaling $100 million through June 2020. Additionally, as of December 29, 2018 , the Company had electricity forward purchase commitments totaling $5 million through March 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. SGA Food Group Acquisition —On July 28, 2018, USF entered into a Stock Purchase Agreement with Services Group of America, Inc. (“SGA”) under which USF agreed to acquire SGA’s Food Group of Companies, including Food Services of America, Inc., Systems Services of America, Inc., Amerifresh, Inc., Ameristar Meats, Inc. and Gampac Express, Inc. (collectively, the “SGA Food Group Companies”), for $1.8 billion in cash. The closing of the acquisition remains subject to customary conditions, including the receipt of required regulatory approvals. To fund a substantial portion of the consideration, USF also entered into a commitment letter with JPMorgan Chase Bank, N.A., Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the “Committed Parties”) under which the Committed Parties committed to provide USF with a $1.5 billion senior secured term loan facility. Legal Proceedings —The Company is party to a number of legal proceedings arising in the normal course of business. These legal proceedings, whether pending, threatened or unasserted, if decided adversely to or settled by the Company, may result in liabilities material to its financial position, results of operations, or cash flows. The Company has recognized provisions with respect to the proceedings, where appropriate, in its 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. |
US Foods Holding Corp. Condense
US Foods Holding Corp. Condensed Financial Information | 12 Months Ended |
Dec. 29, 2018 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
US Foods Holding Corp. Condensed Financial Information | US FOODS HOLDING CORP. CONDENSED FINANCIAL INFORMATION These condensed parent company financial statements should be read in conjunction with the Company's consolidated financial statements. Under terms of the agreements governing its indebtedness, the net assets of USF, our wholly owned subsidiary, are restricted from being transferred to US Foods Holding Corp. in the form of loans, advances or dividends with the exception of income tax payments, share-based compensation settlements and minor administrative costs. As of December 29, 2018 , USF had $991 million of restricted payment capacity under these covenants, and approximately $2,238 million of its net assets were restricted after taking into consideration the net deferred tax assets and intercompany balances that eliminate in consolidation. See Note 16, Share-Based Compensation, Common Stock Issuances and Common Stock, for a discussion of the Company’s equity related transactions. In the condensed parent company financial statements below, the investment in the operating subsidiary, USF, is accounted for using the equity method. Condensed Parent Company Balance Sheets (In millions, except par value) December 29, 2018 December 30, 2017 ASSETS Investment in subsidiary $ 3,235 $ 2,847 TOTAL ASSETS $ 3,235 $ 2,847 LIABILITIES AND EQUITY Deferred tax liabilities $ 1 $ 25 Other liabilities 5 71 Total liabilities 6 96 COMMITMENTS AND CONTINGENCIES (Note 22) SHAREHOLDERS’ EQUITY Common stock, $0.01 par value—600 shares authorized; 217 and 215 issued and outstanding as of December 29, 2018 and December 30, 2017, respectively 2 2 Additional paid-in capital 2,780 2,720 Retained earnings 531 124 Accumulated other comprehensive loss (84 ) (95 ) Total shareholders’ equity 3,229 2,751 TOTAL LIABILITIES AND EQUITY $ 3,235 $ 2,847 Condensed Parent Company Statements of Comprehensive Income Fiscal Years Ended December 29, 2018 December 30, 2017 December 31, 2016 OPERATING EXPENSES $ — $ — $ 5 Loss before income taxes — — (5 ) INCOME TAX (BENEFIT) PROVISION (31 ) (5 ) 104 Income (loss) before equity in net earnings of subsidiary 31 5 (109 ) EQUITY IN NET EARNINGS OF SUBSIDIARY 376 439 319 NET INCOME 407 444 210 OTHER COMPREHENSIVE INCOME (LOSS)—Net of tax: Changes in retirement benefit obligations 6 16 (45 ) Unrecognized gain on interest rate swaps 5 8 — COMPREHENSIVE INCOME $ 418 $ 468 $ 165 Condensed Parent Company Statements of Cash Flows Fiscal Years Ended December 29, 2018 December 30, 2017 December 31, 2016 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 407 $ 444 $ 210 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Equity in net earnings of subsidiary (376 ) (439 ) (319 ) Deferred income tax (benefit) provision (23 ) (77 ) 106 Changes in operating assets and liabilities: Decrease (increase) in other assets — 1 (1 ) Decrease in intercompany payable — — (7 ) (Decrease) increase in accrued expenses and other liabilities (8 ) 71 — Net cash used in operating activities — — (11 ) CASH FLOWS FROM INVESTING ACTIVITIES: Investment in subsidiary — — (1,114 ) Cash distribution from subsidiary — 280 374 Net cash provided by (used in) investing activities — 280 (740 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds from initial public offering — — 1,114 Cash distribution to shareholders — — (666 ) Proceeds from common stock sales — — 3 Common stock repurchased — (280 ) — Net cash (used in) provided by financing activities — (280 ) 451 NET DECREASE IN CASH AND CASH EQUIVALENTS — — (300 ) CASH AND CASH EQUIVALENTS—Beginning of year — — 300 CASH AND CASH EQUIVALENTS—End of year $ — $ — $ — |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 29, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL INFORMATION (Unaudited) | QUARTERLY FINANCIAL INFORMATION (Unaudited) Financial information for each quarter in the fiscal years ended December 29, 2018 and December 30, 2017 , is set forth below: First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Fiscal Year Ended December 29, 2018 Net sales $ 5,823 $ 6,158 $ 6,153 $ 6,041 $ 24,175 Cost of goods sold 4,831 5,044 5,045 4,949 19,869 Gross profit 992 1,114 1,108 1,092 4,306 Operating expenses 889 908 929 922 3,648 Other income—net (3 ) (3 ) (3 ) (4 ) (13 ) Interest expense—net 43 48 42 42 175 Income before income taxes 63 161 140 132 496 Income tax (benefit) provision (4 ) 35 26 32 89 Net income $ 67 $ 126 $ 114 $ 100 $ 407 Earnings per share: (1) Basic $ 0.31 $ 0.58 $ 0.53 $ 0.46 $ 1.88 Diluted $ 0.31 $ 0.58 $ 0.52 $ 0.46 $ 1.87 Fiscal Year Ended December 30, 2017 Net sales $ 5,788 $ 6,159 6,204 $ 5,996 $ 24,147 Cost of goods sold 4,797 5,105 5,106 4,921 19,929 Gross profit 991 1,054 1,098 1,075 4,218 Operating expenses 915 927 909 879 3,630 Other (income) expense—net (1 ) 1 (1 ) 15 14 Interest expense—net 42 41 43 44 170 Income before income taxes 35 85 147 137 404 Income tax provision (benefit) 8 20 51 (119 ) (40 ) Net income $ 27 $ 65 $ 96 $ 256 $ 444 Earnings per share: (1) Basic $ 0.12 $ 0.29 $ 0.43 $ 1.16 $ 2.00 Diluted $ 0.12 $ 0.29 $ 0.42 $ 1.15 $ 1.97 (1) The quarterly earnings per share information is computed separately for each period. Therefore, the sum of such quarterly per share amounts may differ from the total year. |
Business Information
Business Information | 12 Months Ended |
Dec. 29, 2018 | |
Segment Reporting [Abstract] | |
BUSINESS INFORMATION | BUSINESS INFORMATION The Company’s consolidated results represent 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 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. No single customer accounted for more than 3% of the Company’s consolidated net sales for fiscal years 2018 , 2017 and 2016 . However, customers who are members of one group purchasing organization accounted for approximately 13% of the Company's consolidated net sales for fiscal years 2018 and 2017 , and 12% of the Company's consolidated net sales in fiscal year 2016 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 29, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation —The Company's consolidated financial statements include the accounts of US Foods and its wholly owned subsidiary, USF, and its subsidiaries. Intercompany transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates —The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). This requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents —The Company considers all highly liquid investments purchased with a maturity of three or fewer months to be cash equivalents. |
Accounts Receivable | Accounts Receivable —Accounts receivable represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not bear interest. Receivables are presented net of the allowance for doubtful accounts in the Company's accompanying Consolidated Balance Sheets. The Company evaluates the collectability of its accounts receivable and determines the appropriate allowance for doubtful accounts based on a combination of factors. When the Company determines that a loss is probable, a specific allowance for doubtful accounts is recorded, reducing the receivable to the net amount we reasonably expect to collect. In addition, allowances are recorded for all other receivables based on historic collection trends, write-offs and the aging of receivables. The Company uses specific criteria to determine uncollectible receivables to be written off, including bankruptcy, accounts referred to outside parties for collection, and accounts past due over specified periods. |
Vendor Consideration and Receivables | Vendor Consideration and Receivables —The Company participates in various rebate and promotional incentives with its suppliers, primarily through purchase-based programs. Consideration earned is estimated during the year as the Company’s obligations under the programs are fulfilled, which is primarily when products are purchased. Changes in the estimated amount of incentives earned are recognized in the period of change. Vendor consideration is typically deducted from invoices or collected in cash within 30 days of being earned. Vendor receivables represent the uncollected balance of the vendor consideration. Since collections occur primarily from deducting the consideration from the amounts due to the vendor, the Company does not experience significant collectability issues. The Company evaluates the collectability of its vendor receivables based on specific vendor information and vendor collection history. |
Inventories | Inventories —The Company’s inventories, consisting mainly of food and other foodservice-related products, are primarily considered finished goods. Inventory costs include the purchase price of the product, 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. The LIFO balance sheet reserves were $130 million at both December 29, 2018 and December 30, 2017 . As a result of net changes in LIFO reserves, cost of goods sold increased $14 million for fiscal year 2017 and decreased $18 million in fiscal year 2016 . |
Property and Equipment | 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 term of the related lease or the estimated useful lives of the assets. Routine maintenance and repairs are charged to expense as incurred. Applicable interest charges incurred during the construction of new facilities or development of software for internal use are capitalized as one of the elements of cost and are amortized over the useful life of the respective assets. Property and equipment held and used by the Company are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. For purposes of evaluating the recoverability of property and equipment, the Company compares the carrying value of the asset or asset group to the estimated, undiscounted future cash flows expected to be generated by the long-lived asset or asset group. If the future cash flows do not exceed the carrying value, the carrying value is compared to the fair value of such asset. If the carrying value exceeds the fair value, an impairment charge is recorded for the excess. The Company also assesses the recoverability of its closed facilities actively marketed for sale. If a facility’s carrying value exceeds its fair value, less an estimated cost to sell, an impairment charge is recorded for the excess. Assets held for sale are not depreciated. Impairments are recorded as a component of restructuring and tangible asset impairments in the Company's Consolidated Statements of Comprehensive Income, and a reduction of the asset’s carrying value in the Company's Consolidated Balance Sheets. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets —Goodwill and other intangible assets include the cost of the acquired business in excess of the fair value of the net tangible assets acquired. Other intangible assets include customer relationships, noncompete agreements, the brand names comprising our portfolio of exclusive brands, and trademarks. As required, we assess goodwill and 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, our policy is to assess for impairment at the beginning of each fiscal third quarter. For other intangible assets with definite lives, we assess for impairment only if events occur that indicate that the carrying amount of an asset may not be recoverable. All goodwill is assigned to the consolidated Company as the reporting unit. |
Self-Insurance Programs | Self-Insurance Programs —The Company estimates its liabilities for claims covering general, fleet, and workers’ compensation. Amounts in excess of certain levels, which range from $1 million to $10 million per occurrence, are insured as a risk reduction strategy, to mitigate catastrophic losses. The workers’ compensation liability is discounted, as the amount and timing of cash payments is reliably determinable given the nature of benefits and the level of historic claim volume to support the actuarial assumptions and judgments used to derive the expected loss payment pattern. The amount accrued is discounted using an interest rate that approximates the U.S. Treasury rate consistent with the duration of the liability. The inherent uncertainty of future loss projections could cause actual claims to differ from our estimates. We are self-insured for group medical claims not covered under collective bargaining agreements. The Company accrues its self-insured medical liability, including an estimate for incurred but not reported claims, based on known claims and past claims history. These accruals are included in accrued expenses and other long-term liabilities in the Company's Consolidated Balance Sheets. |
Share-Based Compensation | Share-Based Compensation —Certain directors, officers and employees participate in the 2016 US Foods Holding Corp. Omnibus Incentive Plan (the “2016 Plan”) which provides a means through which the Company may grant equity and equity incentive awards of US Foods common stock. Certain officers and employees also hold outstanding equity awards granted pursuant to the 2007 Stock Incentive Plan for Key Employees of USF Holding Corp. and its Affiliates, as amended (the “2007 Plan”), which terminated according to its terms on December 21, 2017. The termination of the 2007 Plan has no effect on any outstanding awards; however, no future equity awards may be granted under the 2007 Plan. Additionally, most of the Company’s employees are eligible to participate in the US Foods Holding Corp. Amended and Restated Employee Stock Purchase Plan (the “Stock Purchase Plan”), which allows for the purchase of US Foods common stock at a discount of up to 15% of the fair market value of a share at periodic acquisition dates. Shares issued to satisfy employee share-based award programs come from shares reserved for issuance under the respective award programs. The Company does not maintain treasury shares, as shares repurchased by the Company are retired upon reacquisition. The Company measures compensation expense for stock-based awards at fair value at the date of grant, and recognizes compensation expense over the service period for awards expected to vest. Forfeitures are recognized as incurred. Fair value is the closing price per share for the Company’s common stock as reported on the New York Stock Exchange. Prior to the IPO, the grant date fair value was measured at the end of each fiscal quarter using the combination of a market and income approach. The computed value was applied to all stock and stock award activity in the subsequent quarter. Compensation expense for the Stock Purchase Plan represents the difference between the fair market value at acquisition date and the employee purchase price. |
Redeemable Common Stock | Redeemable Common Stock —Redeemable common stock is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Prior to the IPO, common stock owned by management and key employees, including vested restricted shares and vested restricted stock units, was subject to certain redemption features and, accordingly was classified as redeemable common stock. In connection with the IPO, the management stockholder’s agreement was amended, and common stock no longer has a redemption feature that is outside the Company’s control that could require the Company to redeem these shares. Accordingly, the amounts previously reflected in redeemable common stock were reclassified to shareholders’ equity during the second quarter of 2016. |
Business Acquisitions | Business Acquisitions —The Company accounts for business acquisitions under the acquisition method. Assets acquired and liabilities assumed are recorded at fair value as of the acquisition date. The operating results of the acquired companies are included in the Company’s consolidated financial statements from the date of acquisition. |
Cost of Goods Sold | Cost of Goods Sold —Cost of goods sold includes amounts paid to vendors for products sold, net of vendor consideration, including in-bound freight necessary to bring the products to the Company’s distribution facilities. Depreciation related to processing facilities and equipment is presented in cost of goods sold. Because the majority of the inventories are finished goods, depreciation related to warehouse facilities and equipment is presented in distribution, selling and administrative costs. See “Inventories” above for discussion of the LIFO impact on cost of goods sold. |
Shipping and Handling Costs | Shipping and Handling Costs —Shipping and handling costs, which include costs related to the selection of products and their delivery to customers, are presented in distribution, selling and administrative costs. Shipping and handling costs were $1.7 billion in 2018 and $1.6 billion in 2017 and in 2016 . |
Income Taxes | Income Taxes —The Company accounts for income taxes under the asset and liability method. This requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company's consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income during the period that includes the enactment date. Net deferred tax assets are recorded to the extent the Company believes these assets will more likely than not be realized. An uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Uncertain tax positions are recorded at the largest amount that is more likely than not to be sustained. The Company adjusts the amounts recorded for uncertain tax positions when its judgment changes, as a result of evaluating new information not previously available. These differences are reflected as increases or decreases to income tax expense in the period in which they are determined. |
Derivative Financial Instruments | Derivative Financial Instruments — The Company utilizes derivative financial instruments to assist in managing its exposure to variable interest rates on certain borrowings. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes. Interest rate swaps, designated as cash flow hedges, are recorded in the Company’s Consolidated Balance Sheet at fair value. In the normal course of business, the Company enters into forward purchase agreements to procure fuel, electricity and product commodities related to its business. These agreements often meet the definition of a derivative. However, the Company does not measure its forward purchase commitments at fair value as the amounts under contract meet the physical delivery criteria in the normal purchase exception under GAAP guidance. |
Concentration Risks | Concentration Risks —Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash equivalents and accounts receivable. The Company’s cash equivalents are invested primarily in money market funds at major financial institutions. Credit risk related to accounts receivable is dispersed across a larger number of customers located throughout the United States. The Company attempts to reduce credit risk through initial and ongoing credit evaluations of its customers’ financial condition. There were no receivables from any one customer representing more than 5% of our consolidated gross accounts receivable at December 29, 2018 . |
New 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, to better align a company’s risk management activities and financial reporting for hedging relationships, simplify the hedge accounting requirements, and improve the disclosures of hedging arrangements. ASU 2017-12 was further amended in October 2018 by ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting . This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company’s only hedging activities are its interest rate swaps designated as cash flow hedges. As discussed in Note 22, Commitments and Contingencies, 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 in Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging . The Company prospectively adopted this guidance at the beginning of fiscal year 2018, with no impact to its financial position or results of operations. In May 2017, the FASB issued ASU No. 2017-09, Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting . This ASU provides guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting. This ASU should be applied prospectively to an award modified on or after the adoption date. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company adopted this guidance at the beginning of fiscal year 2018, with no impact to its financial position or results of operations, as the Company has not modified any share-based payment awards since adoption. 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. This ASU requires an employer to report the service cost component of net periodic pension cost and net periodic postretirement benefit cost in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. It also requires the other components of net periodic pension cost and net periodic postretirement benefit cost to be presented in the statement of comprehensive income separately from the service cost component and outside of operating income. Additionally, only the service cost component is eligible for capitalization, when applicable. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. 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. The Company retrospectively adopted this guidance at the beginning of fiscal year 2018. For fiscal years 2017 and 2016 , $14 million and $5 million , respectively, of net periodic benefit credits, other than the service cost components, were reclassified to other (income) expense—net, in the Company's Consolidated Statement of Comprehensive Income. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The amendment also eliminates the requirement for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This guidance is effective for the annual or any interim goodwill impairment tests for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company adopted this guidance as of the first day of its fiscal third quarter of 2018, in conjunction with its annual impairment assessment for goodwill, with no impact to its financial position or results of operations. See Note 10, Goodwill and Other Intangibles, for a discussion of the Company's fiscal year 2018 annual impairment analysis. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash , which clarifies the presentation of restricted cash on the statement of cash flows. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning and ending cash balances on the statement of cash flows. The Company retrospectively adopted this standard at the beginning of fiscal year 2018, resulting in immaterial increases in the beginning and ending balances of cash, cash equivalents and restricted cash in the Company’s Consolidated Statement of Cash Flows for fiscal year 2017 and 2016. Restricted cash was immaterial at December 29, 2018 and December 30, 2017 . 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 , to amend the guidance on the classification and measurement of financial instruments. ASU No. 2016-01 was further amended in February 2018 by ASU No. 2018-03, Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10)—Recognition and Measurement of Financial Assets and Financial Liabilities . The new guidance requires entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. The new guidance also amends certain disclosure requirements associated with the fair value of financial instruments. 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, and has issued subsequent amendments which have been introduced as ASC Topic 606. Topic 606, as amended, replaces Topic 605, the previous revenue recognition guidance. The new standard’s core principle is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the Company expects to be entitled in exchange for those goods or services. The new standard also results in enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improves guidance for multiple-element arrangements. The Company adopted this standard at the beginning of fiscal year 2018, with no significant impact to its financial position or results of operations , using the modified retrospective method. See Note 4, Revenue Recognition. 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 permits an entity to reclassify the income tax effects of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) on items within accumulated other comprehensive income to retained earnings. The Company adopted this standard at the beginning of fiscal year 2019 and elected not to reclassify the income tax effects of the Tax Act from accumulated other comprehensive income to retained earnings. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes ASC 840, Leases . The FASB has issued subsequent amendments to improve and clarify the implementation guidance of Topic 842. The new standard requires an entity to recognize leases on the balance sheet and to disclose key information about the entity's leasing arrangements. The Company adopted this standard at the beginning of fiscal year 2019 using the modified retrospective transition approach, including certain practical expedients, for all leases existing at December 30, 2018, the effective and initial application date. The estimated impact of the adoption to the Company's consolidated financial statements included the recognition of operating lease liabilities of approximately $100 million with corresponding right-of-use assets of approximately the same amount based on the present value of the remaining lease payments for existing operating leases. This standard is not expected to have a material impact on the Company's results of operations. The Company has revised its relevant policies and procedures, as applicable, to meet the new accounting, reporting and disclosure requirements of Topic 842 and has updated internal controls accordingly. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which provides new guidance on the accounting for implementation, set-up, and other upfront costs incurred in a hosted cloud computing arrangement. Under the new guidance, entities will apply the same criteria for capitalizing implementation costs as they would for an internal-use software license arrangement. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. This ASU can be adopted prospectively to eligible costs incurred on or after the date of adoption or retrospectively. The Company does not expect the adoption of the new guidance under the standard to materially affect its financial position or results of operations. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to use a forward looking, expected loss model to estimate credit losses. It also requires additional disclosure related to credit quality of trade and other receivables, including information related to management’s estimate of credit allowances. ASU 2016-13 was further amended in November 2018 by ASU 2018-19, Codification Improvements to Topic 236, Financial Instrument-Credit Losses. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company does not expect the adoption of the provisions of the new standard to materially affect its financial position or results of operations. |
Revenue Recognition | REVENUE RECOGNITION In accordance with ASC 606, Revenue from Contracts with Customers , revenue is recognized when a customer obtains control of promised goods or services. The Company adopted this standard at the beginning of fiscal year 2018, with no significant impact to its financial position or results of operations , using the modified retrospective method. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services. To achieve this core principle, the Company applies the following five steps: 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 provides 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, is 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 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. At December 29, 2018 , the Company does not have any material outstanding performance obligations, contract assets and liabilities or capitalized contract acquisition costs. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 29, 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 sales mix for the Company’s principal product categories for the last three fiscal years: 2018 2017 2016 Meats and seafood $ 8,635 $ 8,692 $ 8,121 Dry grocery products 4,239 4,266 4,127 Refrigerated and frozen grocery products 3,898 3,799 3,653 Dairy 2,520 2,533 2,380 Equipment, disposables and supplies 2,298 2,243 2,166 Beverage products 1,315 1,306 1,268 Produce 1,270 1,308 1,204 $ 24,175 $ 24,147 $ 22,919 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Business Combinations [Abstract] | |
Purchase Price Allocations for Business Acquisitions | The following table summarizes the purchase price allocations for the 2017 business acquisitions as follows: 2017 Accounts receivable $ 17 Inventories 25 Other current assets 1 Property and equipment 29 Goodwill 59 Other intangible assets 72 Accounts payable (8 ) Accrued expenses and other current liabilities (6 ) Deferred income taxes (7 ) Cash paid for acquisitions $ 182 |
Allowance for Doubtful Accoun_2
Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Receivables [Abstract] | |
Summary of Activity in Allowance for Doubtful Accounts | A summary of the activity in the allowance for doubtful accounts for the last three fiscal years is as follows: 2018 2017 2016 Balance at beginning of year $ 26 $ 25 $ 23 Charged to costs and expenses 17 18 11 Customer accounts written off—net of recoveries (14 ) (17 ) (9 ) Balance at end of year $ 29 $ 26 $ 25 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets Held for Sale Activity | The changes in assets held for sale for fiscal years 2018 and 2017 were as follows: 2018 2017 Balance at beginning of year $ 5 $ 21 Transfers in 3 4 Assets sold — (19 ) Tangible asset impairment charges (1 ) (1 ) Balance at end of the year $ 7 $ 5 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following: December 29, 2018 December 30, 2017 Range of Useful Lives Land $ 323 $ 313 Buildings and building improvements 1,252 1,190 10–40 years Transportation equipment 1,031 949 5–10 years Warehouse equipment 418 384 5–12 years Office equipment, furniture and software 858 803 3–7 years Construction in process 77 88 3,959 3,727 Less accumulated depreciation and amortization (2,117 ) (1,926 ) Property and equipment—net $ 1,842 $ 1,801 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Other Intangibles, Net | Goodwill and Other intangibles consisted of the following: December 29, 2018 December 30, 2017 Goodwill $ 3,967 $ 3,967 Other intangibles—net Customer relationships—amortizable: Gross carrying amount $ 154 $ 154 Accumulated amortization (85 ) (46 ) Net carrying value 69 108 Noncompete agreements—amortizable: Gross carrying amount 3 4 Accumulated amortization (1 ) (1 ) Net carrying value 2 3 Brand names and trademarks—not amortizing 253 253 Total other intangibles—net $ 324 $ 364 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis | The Company’s assets and liabilities measured at fair value on a recurring basis as of December 29, 2018 and December 30, 2017 , aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows: December 29, 2018 Level 1 Level 2 Level 3 Total Assets Money market funds $ 1 $ — $ — $ 1 Interest rate swaps — 19 — 19 $ 1 $ 19 $ — $ 20 December 30, 2017 Level 1 Level 2 Level 3 Total Assets Money market funds $ 1 $ — $ — $ 1 Interest rate swaps — 13 — 13 $ 1 $ 13 $ — $ 14 Liabilities Contingent consideration payable for business acquisitions $ — $ — $ 1 $ 1 |
Schedule of Balance Sheet Location and Fair Value of Company’s Interest Rate Swaps | The following table presents t he balance sheet location and fair value of the interest rate swaps at December 29, 2018 and December 30, 2017 : Fair Value Balance Sheet Location December 29, 2018 December 30, 2017 Derivatives designated as hedging instruments Interest rate swaps Other current assets $ 8 $ 1 Interest rate swaps Other noncurrent assets 11 12 Total $ 19 $ 13 |
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 its Consolidated Statement of Comprehensive Income for the fiscal years ended December 29, 2018 and December 30, 2017 : 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 (Gain) Loss Reclassified from Accumulated Other Comprehensive Loss to Income, net of tax For the year ended December 29, 2018 Interest rate swaps $ 7 Interest expense—net $ (2 ) For the year ended December 30, 2017 Interest rate swaps $ 6 Interest expense—net $ 2 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Debt Disclosure [Abstract] | |
Components of Total Debt | Total debt consisted of the following: Debt Description Maturity Interest Rate at December 29, 2018 December 29, 2018 December 30, 2017 ABL Facility October 20, 2020 7.00% $ 81 $ 80 ABS Facility September 21, 2020 3.52% 275 580 Term Loan Facility (net of $6 and $10 June 27, 2023 4.34% 2,145 2,157 Senior Notes (net of $5 and $6 June 15, 2024 5.88% 595 594 Obligations under capital leases 2019–2025 2.31% - 6.19% 352 336 Other debt 2021–2031 5.75% - 9.00% 9 10 Total debt 3,457 3,757 Current portion of long-term debt (106 ) (109 ) Long-term debt $ 3,351 $ 3,648 |
Principal Payments on Outstanding Debt | Principal payments to be made on outstanding debt, exclusive of deferred financing costs, as of December 29, 2018 , were as follows: 2019 $ 106 2020 455 2021 87 2022 72 2023 2,103 Thereafter 645 $ 3,468 |
Accrued Expenses and Other Lo_2
Accrued Expenses and Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Long-Term Liabilities | Accrued expenses and other long-term liabilities consisted of the following. December 29, 2018 December 30, 2017 Accrued expenses and other current liabilities: Salary, wages and bonus expenses $ 132 $ 161 Operating expenses 75 68 Workers’ compensation, general and fleet liability 39 49 Group medical liability 28 29 Customer rebates and other selling expenses 96 85 Property and sales tax 30 28 Interest payable 13 6 Other 41 25 Total accrued expenses and other current liabilities $ 454 $ 451 Other long-term liabilities: Workers’ compensation, general and fleet liability $ 120 $ 121 Accrued pension and other postretirement benefit obligations 40 130 Financing lease obligation 21 24 Uncertain tax positions 31 81 Other 20 16 Total Other long-term liabilities $ 232 $ 372 |
Summary of Self-Insurance Liability Activity | This table summarizes self-insurance liability activity for the last three fiscal years: 2018 2017 2016 Balance at beginning of the year $ 170 $ 164 $ 172 Charged to costs and expenses 56 64 59 Reinsurance recoverable 7 8 — Payments (74 ) (66 ) (67 ) Balance at end of the year $ 159 $ 170 $ 164 Discount rate 2.50 % 1.98 % 1.47 % |
Estimated Future Payments for Self-Insured Liabilities | Estimated future payments for self-insured liabilities are as follows: 2019 $ 40 2020 24 2021 17 2022 12 2023 10 Thereafter 66 Total self-insured liability 169 Less amount representing interest (10 ) Present value of self-insured liability $ 159 |
Restructuring Liabilities (Tabl
Restructuring Liabilities (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Restructuring and Related Activities [Abstract] | |
Summary of Changes in Restructuring Liabilities | The following table summarizes the changes in the restructuring liabilities for the last three fiscal years: Severance and Related Costs Facility Closing Costs Total Balance at January 2, 2016 $ 119 $ — $ 119 Current year charges 71 3 74 Change in estimate (21 ) — (21 ) Payments and usage—net of accretion (147 ) (2 ) (149 ) Balance at December 31, 2016 22 1 23 Current year charges 7 — 7 Change in estimate (5 ) — (5 ) Payments and usage—net of accretion (20 ) — (20 ) Balance at December 30, 2017 4 1 5 Current year charges 1 — 1 Payments and usage—net of accretion (4 ) — (4 ) Balance at December 29, 2018 $ 1 $ 1 $ 2 |
Share-Based Compensation, Com_2
Share-Based Compensation, Common Stock Issuances and Common Stock (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Weighted-Average Assumptions for Options Granted | The weighted-average assumptions for Options granted in fiscal years 2018 , 2017 and 2016 are included in the following table. 2018 2017 2016 Expected volatility 35.7 % 31.8 % 28.8 % Expected dividends — — — Risk-free interest rate 2.6 % 1.9 % 1.5 % Expected term (in years) 5.4 5.8 5.9 |
Summary of Options Outstanding | The summary of Options outstanding and changes during fiscal year 2018 are presented below. Time Options Performance Options Total Options Weighted- Average Fair Value Weighted- Average Exercise Price Weighted- Average Remaining Contractual Years Outstanding at December 30, 2017 3,009,552 1,605,417 4,614,969 $ 7.47 $ 18.79 Granted 680,863 365,381 1,046,244 $ 14.55 $ 28.69 Exercised (726,989 ) (699,135 ) (1,426,124 ) $ 6.55 $ 14.34 Forfeited (249,862 ) (48,831 ) (298,693 ) $ 10.50 $ 26.59 Outstanding at December 29, 2018 2,713,564 1,222,832 3,936,396 $ 9.45 $ 22.44 7.1 Vested and exercisable at December 29, 2018 1,103,649 883,591 1,987,240 $ 7.55 $ 17.97 6.1 |
Summary of Nonvested Restricted Shares | A summary of unvested RSUs outstanding and changes during fiscal year 2018 is presented below. Time-Based RSUs Performance RSUs Total RSUs Weighted- Average Fair Value Unvested at December 30, 2017 909,292 276,553 1,185,845 $ 26.79 Granted 564,951 269,116 834,067 $ 33.48 Vested (310,495 ) (127,276 ) (437,771 ) $ 25.91 Forfeited (126,907 ) (61,677 ) (188,584 ) $ 29.45 Unvested at December 29, 2018 1,036,841 356,716 1,393,557 $ 30.71 |
Performance Shares | |
Summary of Nonvested Restricted Shares | The summary of unvested Performance Restricted Shares outstanding and changes during fiscal year 2018 is presented below: Performance Restricted Shares Weighted- Average Fair Value Unvested at December 30, 2017 $ 241,313 $ 30.39 Granted 249,314 $ 33.56 Vested — $ — Forfeited (41,804 ) $ 31.90 Unvested at December 29, 2018 $ 448,823 $ 32.01 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Leases [Abstract] | |
Noncancelable Lease Agreements, Minimum Lease Payments | Future minimum lease payments under the above mentioned noncancelable lease agreements, together with contractual sublease income, as of December 29, 2018 , were as follows: Financing Lease Obligation Capital Leases Operating Leases Sublease Income Net 2019 $ 4 $ 95 $ 31 $ (1 ) $ 129 2020 5 84 29 — 118 2021 5 71 25 — 101 2022 5 54 22 — 81 2023 5 43 18 — 66 Thereafter — 38 7 — 45 Total minimum lease payments (receipts) 24 385 $ 132 $ (1 ) $ 540 Less amount representing interest (4 ) (33 ) Present value of minimum lease payments $ 20 $ 352 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Retirement Benefits [Abstract] | |
Components of Net Periodic Pension and Other Postretirement Benefit Costs | The components of net periodic pension benefit (credits) costs for the last three fiscal years were as follows: 2018 2017 2016 Components of net periodic pension (credits) benefit costs: Service cost $ 2 $ 2 $ 4 Interest cost 36 40 41 Expected return on plan assets (52 ) (48 ) (48 ) Amortization of net loss 3 4 8 Settlements — 18 4 Net periodic pension (credits) benefit costs $ (11 ) $ 16 $ 9 |
Changes in Plan Assets and Benefit Obligations | Changes in plan assets and benefit obligations recorded in accumulated other comprehensive loss for pension benefits for the last three fiscal years were as follows: 2018 2017 2016 Changes recognized in accumulated other comprehensive loss: Actuarial gain (loss) $ 6 $ — $ (63 ) Prior year correction (1) — — (22 ) Amortization of net loss 3 4 8 Settlements — 18 4 Net amount recognized $ 9 $ 22 $ (73 ) (1) I n the second quarter of fiscal year 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 a 2015 pension plan freeze. The Company determined the error did not materially impact the financial statements for any of the periods reported. |
Funded Status of the Defined Benefit Plans | Pension Benefits 2018 2017 2016 Amounts recognized in the consolidated balance sheets consist of the following: Accrued benefit obligation—current $ — $ (1 ) $ (1 ) Accrued benefit obligation—noncurrent (35 ) (124 ) (166 ) Net amount recognized in the consolidated balance sheets $ (35 ) $ (125 ) $ (167 ) Amounts recognized in accumulated other comprehensive loss consist of the following: Net loss $ 190 $ 199 $ 221 Net loss recognized in accumulated other comprehensive loss $ 190 $ 199 $ 221 Additional information: Accumulated benefit obligation $ 869 $ 974 $ 963 Other Postretirement Plans 2018 2017 2016 Amounts recognized in the consolidated balance sheets consist of the following: Accrued benefit obligation—current $ (1 ) $ (1 ) $ (1 ) Accrued benefit obligation—noncurrent (5 ) (6 ) (6 ) Net amount recognized in the consolidated balance sheets $ (6 ) $ (7 ) $ (7 ) Amounts recognized in accumulated other comprehensive loss consist of the following: Gain, net of prior service cost $ 1 $ 1 $ 1 Net gain recognized in accumulated other comprehensive loss $ 1 $ 1 $ 1 Pension Benefits Amounts expected to be amortized from accumulated other comprehensive loss in the next fiscal year: Net loss $ 4 Net expected to be amortized $ 4 The funded status of the defined benefit plans for the last three fiscal years was as follows: Pension Benefits 2018 2017 2016 Change in benefit obligation: Benefit obligation at beginning of year $ 976 $ 966 $ 863 Service cost 2 2 4 Interest cost 36 40 41 Actuarial (gain) loss (97 ) 76 73 Prior year correction — — 22 Settlements — (87 ) (16 ) Benefit disbursements (46 ) (21 ) (21 ) Benefit obligation at end of year 871 976 966 Change in plan assets: Fair value of plan assets at beginning of year 851 799 742 Return on plan assets (40 ) 124 58 Employer contribution 71 36 36 Settlements — (87 ) (16 ) Benefit disbursements (46 ) (21 ) (21 ) Fair value of plan assets at end of year 836 851 799 Net funded status $ (35 ) $ (125 ) $ (167 ) The fiscal year 2018 pension benefits actuarial gain of $97 million was primarily due to an increase in the discount rate. The 2017 and 2016 pension benefits actuarial losses of $76 million and $73 million , respectively, were primarily due to decreases in discount rates. Other Postretirement Plans 2018 2017 2016 Change in benefit obligation: Benefit obligation at beginning of year $ 7 $ 7 $ 7 Benefit disbursements (1 ) (1 ) (1 ) Other — 1 1 Benefit obligation at end of year 6 7 7 Change in plan assets: Fair value of plan assets at beginning of year — — — Employer contribution 1 1 1 Benefit disbursements (1 ) (1 ) (1 ) Fair value of plan assets at end of year — — — Net funded status $ (6 ) $ (7 ) $ (7 ) |
Assumptions to Determine Benefit Obligations at Period-end and Net Pension Costs | 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 2018 2017 2016 Benefit obligation: Discount rate 4.35 % 3.70 % 4.25 % Annual compensation increase 3.60 % 3.60 % 3.60 % Net cost: Discount rate 3.70 % 4.25 % 4.64 % Expected return on plan assets 6.00 % 6.00 % 6.50 % Annual compensation increase 3.60 % 3.60 % 3.60 % Other Postretirement Plans 2018 2017 2016 Benefit obligation—discount rate 4.35 % 3.70 % 4.25 % Net cost—discount rate 3.70 % 4.25 % 4.40 % |
Assumed Health Care Trend Rates | The assumed healthcare trend rates for the last three fiscal years were as follows: 2018 2017 2016 Immediate rate 6.30 % 6.70 % 7.40 % Ultimate trend rate 4.50 % 4.50 % 4.50 % Year the rate reaches the ultimate trend rate 2037 2037 2037 |
Fair Value of Defined Benefit Plans' Assets by Asset Fair Value Hierarchy Level | The following table sets forth the fair value of our defined benefit plans’ assets by asset fair value hierarchy level. Asset Fair Value as of December 29, 2018 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 5 $ — $ — $ 5 Equities: Domestic 34 — — 34 International 1 — — 1 Mutual fund: International equities 21 — — 21 Long-term debt securities: Corporate debt securities: Domestic — 236 — 236 International — 33 — 33 U.S. government securities — 8 — 8 Other — 2 — 2 $ 61 $ 279 $ — 340 Common collective trust funds: Cash equivalents 9 Domestic equities 156 International equities 40 Treasury STRIPS 291 Total investments measured at net asset value as a practical expedient 496 Total defined benefit plans’ assets $ 836 Asset Fair Value as of December 30, 2017 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 8 $ — $ — $ 8 Equities: Domestic 34 — — 34 International 1 — — 1 Mutual funds: Domestic equities 37 — — 37 International equities 32 — — 32 Long-term debt securities: Corporate debt securities: Domestic — 224 — 224 International — 26 — 26 U.S. government securities — 155 — 155 Government agencies securities — 8 — 8 Other — 4 — 4 $ 112 $ 417 $ — 529 Common collective trust funds: Cash equivalents 10 Domestic equities 249 International equities 63 Total investments measured at net asset value as a practical expedient 322 Total defined benefit plans’ assets $ 851 |
Estimated Future Benefit Payments | Estimated future benefit payments, under Company sponsored plans as of December 29, 2018 , were as follows: Pension Benefits Other Postretirement Plans 2019 $ 49 $ 1 2020 48 1 2021 48 1 2022 47 1 2023 45 1 Subsequent five years 232 2 |
Contributions to Multiemployer Pension Plans | Pension Fund EIN/ Plan Number PPA Zone Status FIP/RP Status Pending/ Implemented Surcharge Imposed Expiration Dates 2018 2017 Minneapolis Food Distributing Industry Pension Plan 41-6047047/001 Green Green Implemented No 4/1/21 Teamster Pension Trust Fund of Philadelphia and Vicinity 23-1511735/001 Yellow Yellow Implemented No 2/13/22 Local 703 I.B. of T. Grocery and (1) 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 (2) 23-6230368/001 Red Red Implemented No 2/13/22 (1) The collective bargaining agreement for this pension fund is operating under an extension. (2) Local 169 filed a Notice of Critical and Declining Status in 2017. 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 the Company's contributions is aggregated. Prior year contribution amounts have been reclassified to other funds (below) for plans no longer considered significant in 2018. Contributions (1)(2) Contributions That Exceed 5% of Total Plan Contributions (3) 2018 2017 2016 2017 2016 Pension Fund Minneapolis Food Distributing Industry Pension Plan 5 5 5 Yes Yes Teamster Pension Trust Fund of Philadelphia and Vicinity 4 4 3 No No Local 703 I.B. of T. Grocery and Food Employees’ Pension Plan 2 1 1 Yes Yes United Teamsters Trust Fund A 2 2 2 Yes Yes Warehouse Employees Local 169 and Employers Joint Pension Fund 1 1 1 Yes Yes Other Funds 21 21 21 — — $ 35 $ 34 $ 33 (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 plan withdrawals/settlements. (3) Indicates whether the Company was listed in the respective multiemployer pension plan Form 5500 for the applicable plan year as having made more than 5% of total contributions to the plan. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share: 2018 2017 2016 Numerator: Net income $ 407 $ 444 $ 210 Denominator: Weighted-average common shares outstanding 216,112,021 222,383,038 200,129,868 Dilutive effect of share-based awards 1,713,524 3,280,747 3,894,858 Weighted-average dilutive shares outstanding 217,825,545 225,663,785 204,024,726 Basic earnings per share $ 1.88 $ 2.00 $ 1.05 Diluted earnings per share $ 1.87 $ 1.97 $ 1.03 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 29, 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 last three fiscal years: 2018 2017 2016 Accumulated other comprehensive loss components Retirement benefit obligations: Balance at beginning of year (1) $ (103 ) $ (119 ) $ (74 ) Other comprehensive income (loss) before reclassifications 6 1 (64 ) Reclassification adjustments: Amortization of net loss (2) (3) 3 4 8 Settlements (2) (3) — 18 4 Prior year correction (4) — — (22 ) Total before income tax 9 22 (74 ) Income tax provision (benefit) 3 6 (29 ) Current year comprehensive income (loss), net of tax 6 16 (45 ) Balance at end of year (1) $ (97 ) $ (103 ) $ (119 ) Interest rate swaps: Balance at beginning of year (1) $ 8 $ — $ — Change in fair value of interest rate swaps 10 11 — Amounts reclassified to interest expense (3 ) 2 — Total before income tax 7 13 — Income tax provision 2 5 — Current year comprehensive income, net of tax 5 8 — Balance at end of year (1) $ 13 $ 8 $ — Accumulated other comprehensive loss at end of year (1) $ (84 ) $ (95 ) $ (119 ) (1) Amounts are presented net of tax. (2) Included in the computation of net periodic benefit costs. See Note 18, Retirement Plans, for additional information. (3) Included in other (income) expense—net in the Company's Consolidated Statements of Comprehensive Income. (4) In the second quarter of fiscal year 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 a 2015 pension plan freeze. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax (Benefit) Provision | The income tax provision (benefit) for the fiscal years 2018 , 2017 and 2016 consisted of the following: 2018 2017 2016 Current: Federal $ 32 $ 74 $ 1 State 12 9 — Current income tax provision 44 83 1 Deferred: Federal 31 (133 ) (15 ) State 14 10 (65 ) Deferred income tax provision (benefit) 45 (123 ) (80 ) Total income tax provision (benefit) $ 89 $ (40 ) $ (79 ) |
Reconciliation of (Benefit) Provision for Income Taxes from Continuing Operations | The reconciliation of the provision (benefit) for income taxes from continuing operations at the U.S. federal statutory income tax rate ( 21% in 2018, and 35% in 2017 and 2016, respectively) to the Company’s income tax provision (benefit) for the fiscal years 2018 , 2017 and 2016 is shown below. 2018 2017 2016 Federal income taxes computed at statutory rate $ 104 $ 141 $ 46 State income taxes, net of federal income tax benefit 20 16 2 Stock-based compensation (6 ) (26 ) (3 ) Non-deductible expenses 3 5 5 Change in the valuation allowance for deferred tax assets 1 (1 ) (128 ) Net operating loss expirations 3 1 2 Tax credits (6 ) (3 ) (3 ) Change in unrecognized tax benefits (21 ) (1 ) 1 Change in U.S. federal statutory tax rate (8 ) (173 ) — Other (1 ) 1 (1 ) Total income tax provision (benefit) $ 89 $ (40 ) $ (79 ) |
Significant Deferred Tax Assets and Liabilities | Temporary differences and carryforwards that created significant deferred tax assets and liabilities were as follows: December 29, 2018 December 30, 2017 Deferred tax assets: Allowance for doubtful accounts $ 8 $ 7 Accrued employee benefits 13 7 Restructuring reserves 3 5 Workers’ compensation, general and fleet liabilities 40 43 Deferred financing costs 2 2 Postretirement benefit obligations 9 23 Net operating loss carryforwards 73 86 Other accrued expenses 13 10 Total gross deferred tax assets 161 183 Less valuation allowance (30 ) (29 ) Total net deferred tax assets 131 154 Deferred tax liabilities: Property and equipment (121 ) (92 ) Inventories (39 ) (30 ) Intangibles (262 ) (274 ) Total deferred tax liabilities (422 ) (396 ) Net deferred tax liability $ (291 ) $ (242 ) |
Net Deferred Tax Liabilities in Balance Sheet | The net deferred tax liabilities presented in the Company's Consolidated Balance Sheets were as follows. December 29, 2018 December 30, 2017 Noncurrent deferred tax assets $ 7 $ 21 Noncurrent deferred tax liability (298 ) (263 ) Net deferred tax liability $ (291 ) $ (242 ) |
Net Operating Loss Carryforwards Expire | As of December 29, 2018 , the Company had tax affected state net operating loss carryforwards of $73 million , which will expire at various dates from 2019 to 2038 . The Company’s net operating loss carryforwards expire as follows: State 2019-2023 $ 33 2024-2028 26 2029-2033 9 2034-2038 5 $ 73 |
Summary of Activity in Valuation Allowance | A summary of the activity in the valuation allowance for the fiscal years 2018 , 2017 and 2016 is as follows: 2018 2017 2016 Balance at beginning of year $ 29 $ 24 152 Expense (benefit) recognized 1 5 (128 ) Balance at end of year $ 30 $ 29 $ 24 |
Reconciliation of Unrecognized Tax Benefits | Reconciliation of the beginning and ending amount of unrecognized tax benefits as of fiscal years 2018 , 2017 , and 2016 was as follows: Balance at January 2, 2016 $ 45 Gross increases due to positions taken in prior years 5 Decreases due to lapses of statute of limitations (1 ) Balance at December 31, 2016 49 Gross increases due to positions taken in prior years 72 Gross decreases due to positions taken in prior years (4 ) Gross decreases due to positions taken in current year (5 ) Decreases due to changes in tax rates (4 ) Balance at December 30, 2017 108 Gross increases due to positions taken in prior years 2 Gross decreases due to positions taken in prior years (64 ) Decreases due to lapses of statute of limitations (1 ) Decreases due to changes in tax rates (5 ) Balance at December 29, 2018 $ 40 |
US Foods Holding Corp. Conden_2
US Foods Holding Corp. Condensed Financial Information (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Schedule of Condensed Balance Sheet | Condensed Parent Company Balance Sheets (In millions, except par value) December 29, 2018 December 30, 2017 ASSETS Investment in subsidiary $ 3,235 $ 2,847 TOTAL ASSETS $ 3,235 $ 2,847 LIABILITIES AND EQUITY Deferred tax liabilities $ 1 $ 25 Other liabilities 5 71 Total liabilities 6 96 COMMITMENTS AND CONTINGENCIES (Note 22) SHAREHOLDERS’ EQUITY Common stock, $0.01 par value—600 shares authorized; 217 and 215 issued and outstanding as of December 29, 2018 and December 30, 2017, respectively 2 2 Additional paid-in capital 2,780 2,720 Retained earnings 531 124 Accumulated other comprehensive loss (84 ) (95 ) Total shareholders’ equity 3,229 2,751 TOTAL LIABILITIES AND EQUITY $ 3,235 $ 2,847 |
Schedule of Condensed Statement of Comprehensive Income (Loss) | Condensed Parent Company Statements of Comprehensive Income Fiscal Years Ended December 29, 2018 December 30, 2017 December 31, 2016 OPERATING EXPENSES $ — $ — $ 5 Loss before income taxes — — (5 ) INCOME TAX (BENEFIT) PROVISION (31 ) (5 ) 104 Income (loss) before equity in net earnings of subsidiary 31 5 (109 ) EQUITY IN NET EARNINGS OF SUBSIDIARY 376 439 319 NET INCOME 407 444 210 OTHER COMPREHENSIVE INCOME (LOSS)—Net of tax: Changes in retirement benefit obligations 6 16 (45 ) Unrecognized gain on interest rate swaps 5 8 — COMPREHENSIVE INCOME $ 418 $ 468 $ 165 |
Schedule of Condensed Statements of Cash Flows | Condensed Parent Company Statements of Cash Flows Fiscal Years Ended December 29, 2018 December 30, 2017 December 31, 2016 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 407 $ 444 $ 210 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Equity in net earnings of subsidiary (376 ) (439 ) (319 ) Deferred income tax (benefit) provision (23 ) (77 ) 106 Changes in operating assets and liabilities: Decrease (increase) in other assets — 1 (1 ) Decrease in intercompany payable — — (7 ) (Decrease) increase in accrued expenses and other liabilities (8 ) 71 — Net cash used in operating activities — — (11 ) CASH FLOWS FROM INVESTING ACTIVITIES: Investment in subsidiary — — (1,114 ) Cash distribution from subsidiary — 280 374 Net cash provided by (used in) investing activities — 280 (740 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds from initial public offering — — 1,114 Cash distribution to shareholders — — (666 ) Proceeds from common stock sales — — 3 Common stock repurchased — (280 ) — Net cash (used in) provided by financing activities — (280 ) 451 NET DECREASE IN CASH AND CASH EQUIVALENTS — — (300 ) CASH AND CASH EQUIVALENTS—Beginning of year — — 300 CASH AND CASH EQUIVALENTS—End of year $ — $ — $ — |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Financial information for each quarter in the fiscal years ended December 29, 2018 and December 30, 2017 , is set forth below: First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Fiscal Year Ended December 29, 2018 Net sales $ 5,823 $ 6,158 $ 6,153 $ 6,041 $ 24,175 Cost of goods sold 4,831 5,044 5,045 4,949 19,869 Gross profit 992 1,114 1,108 1,092 4,306 Operating expenses 889 908 929 922 3,648 Other income—net (3 ) (3 ) (3 ) (4 ) (13 ) Interest expense—net 43 48 42 42 175 Income before income taxes 63 161 140 132 496 Income tax (benefit) provision (4 ) 35 26 32 89 Net income $ 67 $ 126 $ 114 $ 100 $ 407 Earnings per share: (1) Basic $ 0.31 $ 0.58 $ 0.53 $ 0.46 $ 1.88 Diluted $ 0.31 $ 0.58 $ 0.52 $ 0.46 $ 1.87 Fiscal Year Ended December 30, 2017 Net sales $ 5,788 $ 6,159 6,204 $ 5,996 $ 24,147 Cost of goods sold 4,797 5,105 5,106 4,921 19,929 Gross profit 991 1,054 1,098 1,075 4,218 Operating expenses 915 927 909 879 3,630 Other (income) expense—net (1 ) 1 (1 ) 15 14 Interest expense—net 42 41 43 44 170 Income before income taxes 35 85 147 137 404 Income tax provision (benefit) 8 20 51 (119 ) (40 ) Net income $ 27 $ 65 $ 96 $ 256 $ 444 Earnings per share: (1) Basic $ 0.12 $ 0.29 $ 0.43 $ 1.16 $ 2.00 Diluted $ 0.12 $ 0.29 $ 0.42 $ 1.15 $ 1.97 (1) The quarterly earnings per share information is computed separately for each period. Therefore, the sum of such quarterly per share amounts may differ from the total year. |
Overview and Basis of Present_2
Overview and Basis of Presentation (Details) | Jun. 01, 2016USD ($)$ / sharesshares | Dec. 29, 2018segment |
Basis Of Presentation [Line Items] | ||
Business segment | segment | 1 | |
Senior Notes | ||
Basis Of Presentation [Line Items] | ||
Principal redeemed | $ | $ 1,090,000,000 | |
Interest rate | 8.50% | 5.88% |
Early redemption premium | $ | $ 23,000,000 | |
IPO | ||
Basis Of Presentation [Line Items] | ||
Number of shares sold (in shares) | shares | 51,111,111 | |
Price per share (in USD per share) | $ / shares | $ 23 | |
Price per share net of underwriting discounts (in USD per share) | $ / shares | $ 21.9075 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Schedule Of Significant Accounting Policies [Line Items] | |||
Accounts receivable collection period | 30 days | ||
LIFO balance sheet reserves | $ 130,000,000 | $ 130,000,000 | |
Effect of LIFO reserves on cost of goods sold increase (decrease) | 14,000,000 | $ (18,000,000) | |
Shipping and handling costs | $ 1,700,000,000 | $ 1,600,000,000 | $ 1,600,000,000 |
2007 Plan | Employee Stock Purchase Plan | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Common stock available for future issuance (in shares) | 0 | ||
Minimum | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of assets | 3 years | ||
Risk reduction strategy | $ 1,000,000 | ||
Maximum | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of assets | 40 years | ||
Risk reduction strategy | $ 10,000,000 | ||
Maximum | Employee Stock Purchase Plan | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Purchase of common stock discount, percentage | 15.00% |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 30, 2017 | Dec. 31, 2016 | Jan. 01, 2019 | |
ASU 2017-07 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net periodic benefit credits, other than service cost components | $ 14 | $ 5 | |
ASU 2016-02 | Scenario, Forecast | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right of use assets | $ 100 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Accounts receivable, less allowances of $29 and $26 | $ 1,347 | $ 1,302 | $ 1,347 | $ 1,302 | |||||||
NET SALES | $ 6,041 | $ 6,153 | $ 6,158 | $ 5,823 | $ 5,996 | $ 6,204 | $ 6,159 | $ 5,788 | 24,175 | 24,147 | $ 22,919 |
Meats and seafood | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
NET SALES | 8,635 | 8,692 | 8,121 | ||||||||
Dry grocery products | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
NET SALES | 4,239 | 4,266 | 4,127 | ||||||||
Refrigerated and frozen grocery products | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
NET SALES | 3,898 | 3,799 | 3,653 | ||||||||
Dairy | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
NET SALES | 2,520 | 2,533 | 2,380 | ||||||||
Equipment, disposables and supplies | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
NET SALES | 2,298 | 2,243 | 2,166 | ||||||||
Beverage products | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
NET SALES | 1,315 | 1,306 | 1,268 | ||||||||
Produce | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
NET SALES | $ 1,270 | $ 1,308 | $ 1,204 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Details) $ in Millions | 12 Months Ended | |||
Dec. 29, 2018USD ($)business | Dec. 30, 2017USD ($) | Dec. 30, 2017broadline_distributor | Dec. 30, 2017specialty_distributor | |
Business Combinations [Abstract] | ||||
Business acquisitions | 0 | 3 | 2 | |
Cash consideration for acquisition | $ 182 | |||
Earnout contingent consideration paid for business acquisition | $ 5 | 8 | ||
Contingent consideration included as part of fair value of assets and liabilities as on acquisition date | $ 6 |
Business Acquisitions - Purchas
Business Acquisitions - Purchase Price Allocations for Business Acquisitions (Details) $ in Millions | Dec. 30, 2017USD ($) |
Business Combinations [Abstract] | |
Accounts receivable | $ 17 |
Inventories | 25 |
Other current assets | 1 |
Property and equipment | 29 |
Goodwill | 59 |
Other intangible assets | 72 |
Accounts payable | (8) |
Accrued expenses and other current liabilities | (6) |
Deferred income taxes | (7) |
Cash paid for acquisitions | $ 182 |
Allowance for Doubtful Accoun_3
Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at beginning of year | $ 29 | $ 24 | $ 152 |
Balance at end of year | 30 | 29 | 24 |
Vendor receivable related allowance for doubtful accounts | 3 | 3 | 2 |
Allowance for Doubtful Accounts | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at beginning of year | 26 | 25 | 23 |
Charged to costs and expenses | 17 | 18 | 11 |
Customer accounts written off—net of recoveries | (14) | (17) | (9) |
Balance at end of year | $ 29 | $ 26 | $ 25 |
Accounts Receivable Financing_2
Accounts Receivable Financing Program (Details) - USD ($) | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Borrowings under facility | $ 3,457,000,000 | $ 3,757,000,000 |
ABS Facility | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Cash collateral held | 0 | 0 |
Accounts receivable | 1,000,000,000 | $ 1,000,000,000 |
Maximum borrowing capacity | 800,000,000 | |
Available capacity | $ 455,000,000 | |
Revolving credit facility unused commitment fee | 0.35% | |
Weighted-average interest rate on outstanding borrowings | 3.00% | 2.18% |
LIBOR | ABS Facility | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Basis spread on variable interest rate | 1.00% |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 30, 2017USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Aggregate proceeds on disposition of assets | $ 22 |
Gain on disposition of assets | $ 3 |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Assets Held for Sale Activity (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Movement in Property, Plant and Equipment [Roll Forward] | ||
Balance at beginning of year | $ 3,727 | |
Balance at end of the year | 3,959 | $ 3,727 |
Discontinued Operations, Held-for-sale | ||
Movement in Property, Plant and Equipment [Roll Forward] | ||
Balance at beginning of year | 5 | 21 |
Transfers in | 3 | 4 |
Assets sold | 0 | (19) |
Tangible asset impairment charges | (1) | (1) |
Balance at end of the year | $ 7 | $ 5 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,959 | $ 3,727 |
Less accumulated depreciation and amortization | (2,117) | (1,926) |
Property and equipment—net | $ 1,842 | 1,801 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Range of Useful Lives | 3 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Range of Useful Lives | 40 years | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 323 | 313 |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,252 | 1,190 |
Buildings and building improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Range of Useful Lives | 10 years | |
Buildings and building improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Range of Useful Lives | 40 years | |
Transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,031 | 949 |
Transportation equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Range of Useful Lives | 5 years | |
Transportation equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Range of Useful Lives | 10 years | |
Warehouse equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 418 | 384 |
Warehouse equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Range of Useful Lives | 5 years | |
Warehouse equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Range of Useful Lives | 12 years | |
Office equipment, furniture and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 858 | 803 |
Office equipment, furniture and software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Range of Useful Lives | 3 years | |
Office equipment, furniture and software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Range of Useful Lives | 7 years | |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 77 | $ 88 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Accumulated amortization of capital lease assets | $ 247 | $ 181 | |
Interest Capitalized | 2 | 2 | |
Depreciation and amortization expense | 300 | 283 | $ 266 |
Transportation equipment | |||
Property, Plant and Equipment [Line Items] | |||
Capital lease assets | 544 | 444 | |
Buildings and building improvements | |||
Property, Plant and Equipment [Line Items] | |||
Capital lease assets | $ 36 | $ 97 |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles - Additional Information (Details) | Jul. 01, 2018USD ($) | Dec. 29, 2018USD ($)reporting_unit | Dec. 30, 2017USD ($) | Dec. 31, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 40,000,000 | $ 95,000,000 | $ 155,000,000 | |
Goodwill, impairment | $ 0 | |||
Indefinite-lived intangible assets, impairment | $ 0 | |||
Number of reporting units | reporting_unit | 1 | |||
Customer Relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-average remaining useful lives of intangible assets | 2 years | |||
Future amortization expense, 2019 | $ 39,000,000 | |||
Future amortization expense, 2020 | 24,000,000 | |||
Future amortization expense, 2021 | $ 6,000,000 | |||
Customer Relationships | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful lives of intangible assets | 2 years | |||
Customer Relationships | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful lives of intangible assets | 4 years | |||
Noncompete Agreements | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful lives of intangible assets | 2 years | |||
Noncompete Agreements | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful lives of intangible assets | 4 years |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles - Schedule of Goodwill and Other Intangibles, Net (Details) - USD ($) $ in Millions | Dec. 29, 2018 | Dec. 30, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 3,967 | $ 3,967 |
Total other intangibles—net | 324 | 364 |
Brand Names and Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Brand names and trademarks—not amortizing | 253 | 253 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 154 | 154 |
Accumulated amortization | (85) | (46) |
Net carrying value | 69 | 108 |
Noncompete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3 | 4 |
Accumulated amortization | (1) | (1) |
Net carrying value | $ 2 | $ 3 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | Aug. 01, 2017 | Dec. 29, 2018 | Dec. 30, 2017 | Jun. 01, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Reclassified from accumulated other comprehensive loss to interest expense | $ 9 | |||
Interest Rate Swap | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Amount of company's other indebtedness | $ 75 | |||
Amended and Restated 2016 Term Loan | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate | 4.34% | |||
Amended and Restated 2016 Term Loan | Interest Rate Swap | ||||
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 | $ 825 | |||
Aggregate rate on notional amount | 3.71% | |||
Variable rate on notional amount | 1.71% | |||
Basis spread on variable rate on notional amount | 2.00% | |||
Approximated carrying value of total debt | $ 1,100 | |||
Senior Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate | 5.88% | 8.50% | ||
Senior Notes | The 2016 Senior Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate | 5.875% | |||
Fair value of Senior Notes | $ 600 | $ 600 | ||
Carrying Value | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Approximated carrying value of total debt | 3,500 | 3,800 | ||
Fair Value | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Approximated carrying value of total debt | $ 3,500 | $ 3,800 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 29, 2018 | Dec. 30, 2017 |
Assets | ||
Money market funds | $ 1 | $ 1 |
Interest rate swaps | 19 | 13 |
Total assets | 20 | 14 |
Liabilities | ||
Contingent consideration payable for business acquisitions | 1 | |
Level 1 | ||
Assets | ||
Money market funds | 1 | 1 |
Interest rate swaps | 0 | 0 |
Total assets | 1 | 1 |
Liabilities | ||
Contingent consideration payable for business acquisitions | 0 | |
Level 2 | ||
Assets | ||
Money market funds | 0 | 0 |
Interest rate swaps | 19 | 13 |
Total assets | 19 | 13 |
Liabilities | ||
Contingent consideration payable for business acquisitions | 0 | |
Level 3 | ||
Assets | ||
Money market funds | 0 | 0 |
Interest rate swaps | 0 | 0 |
Total assets | $ 0 | 0 |
Liabilities | ||
Contingent consideration payable for business acquisitions | $ 1 |
Fair Value Measurements - Inter
Fair Value Measurements - Interest Rate Swaps (Details) - USD ($) $ in Millions | Dec. 29, 2018 | Dec. 30, 2017 |
Derivatives, Fair Value [Line Items] | ||
Interest rate swaps | $ 19 | $ 13 |
Derivatives designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swaps | 19 | 13 |
Derivatives designated as hedging instruments | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swaps | 8 | 1 |
Derivatives designated as hedging instruments | Other noncurrent assets | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swaps | $ 11 | $ 12 |
Fair Value Measurements - Int_2
Fair Value Measurements - Interest Rate Swaps in Comprehensive Income (Details) - Cash Flow Hedging - Interest Rate Swap - USD ($) $ in Millions | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of Gain Recognized in Accumulated Other Comprehensive Loss, net of tax | $ 7 | $ 6 |
Interest Expense - Net | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of (Gain) Loss Reclassified from Accumulated Other Comprehensive Loss to Income, net of tax | $ (2) | $ 2 |
Debt - Components of Total Debt
Debt - Components of Total Debt (Details) - USD ($) $ in Millions | Dec. 29, 2018 | Jun. 30, 2018 | Dec. 30, 2017 | Jun. 01, 2016 |
Debt Instrument [Line Items] | ||||
Total debt | $ 3,457 | $ 3,757 | ||
Current portion of long-term debt | (106) | (109) | ||
Long-term debt | $ 3,351 | 3,648 | ||
Amended and Restated 2016 Term Loan | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4.34% | |||
Unamortized deferred financing costs | $ 6 | $ 7 | 10 | |
Total debt | $ 2,145 | 2,157 | ||
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.88% | 8.50% | ||
Unamortized deferred financing costs | $ 5 | 6 | ||
Total debt | 595 | 594 | ||
Obligations under capital leases | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 352 | 336 | ||
Obligations under capital leases | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 2.31% | |||
Obligations under capital leases | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 6.19% | |||
ABL Facility | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 7.00% | |||
Line of credit | $ 81 | 80 | ||
ABS Facility | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 3.52% | |||
Line of credit | $ 275 | 580 | ||
Other debt | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 9 | $ 10 | ||
Other debt | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.75% | |||
Other debt | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 9.00% |
Debt - Additional Information (
Debt - Additional Information (Details) - Interest Rate Swap - Amended and Restated 2016 Term Loan $ in Billions | Dec. 29, 2018USD ($) |
Debt Instrument [Line Items] | |
Total debt | $ 1.1 |
Percentage of principal amount of total debt borrowed at floating rate | 41.00% |
Debt - Principal Payments on Ou
Debt - Principal Payments on Outstanding Debt (Details) $ in Millions | Dec. 29, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,019 | $ 106 |
2,020 | 455 |
2,021 | 87 |
2,022 | 72 |
2,023 | 2,103 |
Thereafter | 645 |
Total debt | $ 3,468 |
Debt - Revolving Credit Agreeme
Debt - Revolving Credit Agreement (Details) - USD ($) | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
ABL Senior Secured Revolving Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 1,300,000,000 | |
Revolving credit facility, outstanding amount | 372,000,000 | |
Available capacity on the ABL Facility | $ 847,000,000 | |
Interest rate on letter of credit fees | 1.25% | |
Revolving credit facility unused commitment fee | 0.25% | |
Weighted-average interest rate on outstanding borrowings | 5.12% | 4.29% |
ABL Senior Secured Revolving Facility | Standby Letters of Credit for Self Insurance Program | ||
Debt Instrument [Line Items] | ||
Letters of credit, outstanding amount | $ 298,000,000 | |
ABL Senior Secured Revolving Facility | Other Obligations | ||
Debt Instrument [Line Items] | ||
Letters of credit, outstanding amount | 1,000,000 | |
ABL Senior Secured Revolving Facility | ABL Tranche A-1 | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 100,000,000 | |
ABL Senior Secured Revolving Facility | ABL Tranche A-1 | ABR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable interest rate | 1.50% | |
ABL Senior Secured Revolving Facility | ABL Tranche A-1 | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable interest rate | 2.50% | |
ABL Senior Secured Revolving Facility | ABL Tranche A | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 1,200,000,000 | |
ABL Senior Secured Revolving Facility | ABL Tranche A | ABR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable interest rate | 0.25% | |
ABL Senior Secured Revolving Facility | ABL Tranche A | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable interest rate | 1.25% | |
ABL Senior Secured Revolving Facility | Obligations under capital leases | ||
Debt Instrument [Line Items] | ||
Letters of credit, outstanding amount | $ 73,000,000 | |
ABL Facility | ||
Debt Instrument [Line Items] | ||
Revolving credit facility, outstanding amount | $ 81,000,000 | $ 80,000,000 |
Debt - Accounts Receivable Fina
Debt - Accounts Receivable Financing Program (Details) - USD ($) | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Debt Instrument [Line Items] | ||
Borrowings under facility | $ 3,457,000,000 | $ 3,757,000,000 |
ABS Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 800,000,000 | |
Line of credit | 275,000,000 | $ 580,000,000 |
Available capacity | $ 455,000,000 | |
Percentage of unused commitment fee | 0.35% | |
Weighted-average interest rate on outstanding borrowings | 3.00% | 2.18% |
ABS Facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable interest rate | 1.00% |
Debt - Term Loan Facility (Deta
Debt - Term Loan Facility (Details) - USD ($) $ in Millions | Jun. 22, 2018 | Nov. 30, 2017 | Dec. 29, 2018 | Jun. 30, 2018 | Dec. 30, 2017 |
Debt Instrument [Line Items] | |||||
Borrowings under facility | $ 3,457 | $ 3,757 | |||
Amended and Restated 2016 Term Loan | |||||
Debt Instrument [Line Items] | |||||
Borrowings under facility | 2,145 | 2,157 | |||
Unamortized deferred financing costs | 6 | $ 7 | $ 10 | ||
Amended and Restated 2016 Term Loan | Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Total debt | $ 1,100 | ||||
Aggregate rate on notional amount | 3.71% | ||||
Amended and Restated 2016 Term Loan | |||||
Debt Instrument [Line Items] | |||||
Principal repayments | $ 5.5 | ||||
Write-off of unamortized deferred financing costs | $ 3 | $ 2 | |||
LIBOR | Amended and Restated 2016 Term Loan | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 2.00% | ||||
ABR | Amended and Restated 2016 Term Loan | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 1.00% |
Debt - Senior Notes (Details)
Debt - Senior Notes (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 29, 2018 | Dec. 30, 2017 | Jun. 30, 2016 | Jun. 01, 2016 | |
Debt Instrument [Line Items] | ||||
Borrowings under facility | $ 3,457 | $ 3,757 | ||
2016 Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Unamortized deferred financing costs | $ 5 | $ 6 | ||
Interest rate | 5.875% | |||
Redemption premium percentage | 40.00% | |||
2016 Senior Notes | On or After June 15, 2019 | ||||
Debt Instrument [Line Items] | ||||
Redemption price percentage of principal amount | 102.938% | |||
2016 Senior Notes | June 15, 2020 | ||||
Debt Instrument [Line Items] | ||||
Redemption price percentage of principal amount | 101.469% | |||
2016 Senior Notes | June 15, 2021 | ||||
Debt Instrument [Line Items] | ||||
Redemption price percentage of principal amount | 100.00% | |||
2016 Senior Notes | Prior to June 15, 2019 | ||||
Debt Instrument [Line Items] | ||||
Redemption price percentage of principal amount | 105.875% | |||
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Borrowings under facility | $ 595 | 594 | ||
Unamortized deferred financing costs | $ 5 | $ 6 | ||
Interest rate | 5.88% | 8.50% |
Debt - Capital Leases (Details)
Debt - Capital Leases (Details) - USD ($) $ in Millions | Dec. 29, 2018 | Dec. 30, 2017 |
Debt Instrument [Line Items] | ||
Borrowings under facility | $ 3,457 | $ 3,757 |
Obligations under capital leases | ||
Debt Instrument [Line Items] | ||
Borrowings under facility | $ 352 | $ 336 |
Debt - Debt Transactions and Lo
Debt - Debt Transactions and Loss on Extinguishment (Details) - USD ($) | Feb. 01, 2017 | Sep. 23, 2016 | Jun. 01, 2016 | Jun. 30, 2016 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||||
Proceeds from IPO | $ 1,114,000,000 | $ 0 | $ 0 | $ 1,114,000,000 | |||
Aggregate principal amount of debt | 3,468,000,000 | ||||||
Loss on extinguishment of debt | 0 | 0 | $ 54,000,000 | ||||
CMBS Fixed Facility | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized deferred financing cost | $ 1,000,000 | ||||||
Loss on extinguishment of debt | 12,000,000 | ||||||
Total debt | 471,000,000 | ||||||
Purchase price | 485,000,000 | ||||||
Repayment of outstanding principal | $ 472,000,000 | ||||||
Other costs | $ 1,000,000 | ||||||
2016 Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of debt | $ 600,000,000 | ||||||
Unamortized deferred financing cost | 6,000,000 | 5,000,000 | |||||
Amended 2011 Term Loan | June 2016 Refinancings | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of debt | 2,042,000,000 | ||||||
After Amendment | June 2016 Refinancings | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of debt | 2,200,000,000 | ||||||
Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal redeemed | 1,090,000,000 | ||||||
Early redemption premium | $ 23,000,000 | ||||||
Unamortized deferred financing cost | $ 5,000,000 | $ 6,000,000 | |||||
Old Senior Notes | Notes Payable to Banks | |||||||
Debt Instrument [Line Items] | |||||||
Early redemption premium | 29,000,000 | ||||||
Loss on extinguishment of debt | 42,000,000 | ||||||
Expense of debt extinguishment costs | 7,000,000 | ||||||
Write-off of unamortized deferred financing costs | 6,000,000 | ||||||
Old Senior Notes | June 2016 Refinancings | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of debt | $ 258,000,000 |
Debt - Restrictive Covenants (D
Debt - Restrictive Covenants (Details) $ in Millions | Dec. 29, 2018USD ($) |
Debt Disclosure [Abstract] | |
Restricted payment capacity | $ 991 |
Restricted asset | $ 2,238 |
Accrued Expenses and Other Lo_3
Accrued Expenses and Other Long-Term Liabilities - Accrued Expenses and Other Long-Term Liabilities (Details) - USD ($) $ in Millions | Dec. 29, 2018 | Dec. 30, 2017 |
Accrued expenses and other current liabilities: | ||
Salary, wages and bonus expenses | $ 132 | $ 161 |
Operating expenses | 75 | 68 |
Workers’ compensation, general and fleet liability | 39 | 49 |
Group medical liability | 28 | 29 |
Customer rebates and other selling expenses | 96 | 85 |
Property and sales tax | 30 | 28 |
Interest payable | 13 | 6 |
Other | 41 | 25 |
Total accrued expenses and other current liabilities | 454 | 451 |
Other long-term liabilities: | ||
Workers’ compensation, general and fleet liability | 120 | 121 |
Accrued pension and other postretirement benefit obligations | 40 | 130 |
Financing lease obligation | 21 | 24 |
Uncertain tax positions | 31 | 81 |
Other | 20 | 16 |
Total Other long-term liabilities | $ 232 | $ 372 |
Accrued Expenses and Other Lo_4
Accrued Expenses and Other Long-Term Liabilities - Summary of Self-Insurance Liability (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Movement in Self Insurance Reserve [Roll Forward] | |||
Balance at beginning of the year | $ 170 | $ 164 | $ 172 |
Charged to costs and expenses | 56 | 64 | 59 |
Reinsurance recoverable | 7 | 8 | 0 |
Payments | (74) | (66) | (67) |
Balance at end of the year | $ 159 | $ 170 | $ 164 |
Discount rate | 2.50% | 1.98% | 1.47% |
Accrued Expenses and Other Lo_5
Accrued Expenses and Other Long-Term Liabilities - Estimated Future Payments for Self-Insured Liabilities (Details) - USD ($) $ in Millions | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | Jan. 02, 2016 |
Payables and Accruals [Abstract] | ||||
2,019 | $ 40 | |||
2,020 | 24 | |||
2,021 | 17 | |||
2,022 | 12 | |||
2,023 | 10 | |||
Thereafter | 66 | |||
Total self-insured liability | 169 | |||
Less amount representing interest | (10) | |||
Present value of self-insured liability | $ 159 | $ 170 | $ 164 | $ 172 |
Restructuring Liabilities - Sum
Restructuring Liabilities - Summary of Changes in Restructuring Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Restructuring Reserve [Roll Forward] | |||
Balance at beginning of period | $ 5 | $ 23 | $ 119 |
Current year charges | 1 | 7 | 74 |
Change in estimate | (5) | (21) | |
Payments and usage—net of accretion | (4) | (20) | (149) |
Balance at end of period | 2 | 5 | 23 |
Severance and Related Costs | |||
Restructuring Reserve [Roll Forward] | |||
Balance at beginning of period | 4 | 22 | 119 |
Current year charges | 1 | 7 | 71 |
Change in estimate | (5) | (21) | |
Payments and usage—net of accretion | (4) | (20) | (147) |
Balance at end of period | 1 | 4 | 22 |
Facility Closing Costs | |||
Restructuring Reserve [Roll Forward] | |||
Balance at beginning of period | 1 | 1 | 0 |
Current year charges | 0 | 0 | 3 |
Change in estimate | 0 | 0 | |
Payments and usage—net of accretion | 0 | 0 | (2) |
Balance at end of period | $ 1 | $ 1 | $ 1 |
Restructuring Liabilities - Add
Restructuring Liabilities - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |||
Severance and related costs | $ 1 | $ 2 | $ 50 |
Facility closing costs related to a lease termination settlement | $ 3 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 04, 2017 | Jan. 31, 2017 | Jun. 01, 2016 | Jan. 08, 2016 | Jan. 04, 2016 | Jan. 31, 2017 | Jun. 30, 2016 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||||||||||
Proceeds from common stock sales | $ 0 | $ 0 | $ 3,000,000 | |||||||
Retained earnings | $ 531,000,000 | 124,000,000 | ||||||||
Aggregate fees and expenses | $ 36,000,000 | |||||||||
Termination fee | $ 31,000,000 | |||||||||
Cash distribution paid | $ 666,000,000 | |||||||||
Distribution declared and paid per share (in USD per share) | $ 3.94 | $ 3.94 | ||||||||
Cash distribution paid to Sponsors | $ 657,000,000 | |||||||||
KKR Capital Markets LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cost of services rendered in connection with debt refinancing transactions | $ 1,000,000 | |||||||||
Secondary Offerings | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses related to shares sold | $ 5,000,000 | $ 1,000,000 | ||||||||
IPO | KKR Capital Markets LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Underwriter discounts and commissions | $ 5,000,000 | |||||||||
Sponsor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares to be repurchased (in shares) | 10,000,000 | |||||||||
Common stock repurchase, price per share (in USD per share) | $ 28 | |||||||||
Stock repurchase program amount paid | $ 280,000,000 | |||||||||
Additional paid in capital reduction due to share repurchase program | 96,000,000 | |||||||||
Retained earnings | $ (184,000,000) | |||||||||
Sponsor | Follow-on Offerings | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from common stock sales | $ 0 | |||||||||
USF Credit Facility | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Line of credit | $ 314,000,000 |
Share-Based Compensation, Com_3
Share-Based Compensation, Common Stock Issuances and Common Stock - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2016 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | May 31, 2018 | Aug. 01, 2016 | |
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Shares granted (in shares) | 1,046,244 | |||||
Share-based compensation expense | $ 28,000,000 | $ 21,000,000 | $ 18,000,000 | |||
Share-based compensation cost capitalized | 0 | 0 | 0 | |||
Income tax benefit related to share-based compensation expense | 6,000,000 | 7,000,000 | 6,000,000 | |||
Company recorded compensation expense | $ 1,000,000 | $ 3,000,000 | $ 4,000,000 | |||
Stock options, exercise price per share, lower range (in USD per share) | $ 8.51 | |||||
Stock options, exercise price per share, upper range (in USD per share) | 33.56 | $ 6.28 | ||||
Weighted-average grant date fair value (in USD per share) | $ 14.55 | $ 11.08 | ||||
Intrinsic value | $ 28,000,000 | $ 86,000,000 | ||||
Cash outflow for the excess of fair value over exercise price of stock options exercised | $ 4,000,000 | |||||
Weighted Average Fair Value, Granted (in USD per share) | $ 33.48 | |||||
EARs outstanding (in shares) | 1,393,557 | 1,185,845 | ||||
Weighted average exercise price outstanding (in USD per share) | $ 30.71 | $ 26.79 | ||||
Time Options | ||||||
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Shares granted (in shares) | 680,863 | |||||
Share-based compensation expense | $ 7,000,000 | $ 4,000,000 | $ 4,000,000 | |||
Employee Stock Option | ||||||
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Share-based compensation, vesting period | 10 years | |||||
Expected dividends | 0.00% | 0.00% | 0.00% | |||
Unrecognized compensation cost related to options | $ 12,000,000 | |||||
Weighted average recognition period | 2 years | |||||
Performance Shares | ||||||
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Weighted average recognition period | 2 years | |||||
Weighted Average Fair Value, Granted (in USD per share) | $ 33.56 | $ 30.39 | $ 14.58 | |||
Unrecognized compensation cost | $ 4,000,000 | |||||
EARs outstanding (in shares) | 448,823 | 241,313 | ||||
Weighted average exercise price outstanding (in USD per share) | $ 32.01 | $ 30.39 | ||||
Restricted Stock | ||||||
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Share-based compensation expense | $ 2,000,000 | $ 1,000,000 | $ 2,000,000 | |||
Restricted Stock Units (RSUs) | ||||||
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Weighted average recognition period | 2 years | |||||
Weighted Average Fair Value, Granted (in USD per share) | $ 33.48 | $ 29.77 | $ 18.75 | |||
Unrecognized compensation cost | $ 27,000,000 | |||||
Compensation charges recorded for achieving performance target | $ 4,000,000 | |||||
Time-Based RSUs | ||||||
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Share-based compensation expense | $ 12,000,000 | $ 6,000,000 | $ 4,000,000 | |||
EARs outstanding (in shares) | 1,036,841 | 909,292 | ||||
Performance RSUs | ||||||
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Compensation charges recorded for achieving performance target | $ 3,000,000 | $ 3,000,000 | ||||
EARs outstanding (in shares) | 356,716 | 276,553 | ||||
Stock Appreciation Rights (SARs) | ||||||
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Unrecognized compensation cost related to options | $ 0 | |||||
Share-based compensation, shares granted | 0 | 0 | 0 | |||
Liability recognized, amount | $ 0 | |||||
EARs outstanding (in shares) | 344,359 | |||||
Weighted average exercise price outstanding (in USD per share) | $ 9.81 | |||||
Employee Stock Purchase Plan | ||||||
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Share-based compensation expense | $ 3,000,000 | $ 3,000,000 | $ 1,000,000 | |||
Shares available for purchase (in shares) | 4,750,000 | 1,250,000 | ||||
Maximum | ||||||
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Shares granted (in shares) | 9,000,000 | |||||
Maximum | Time Options | ||||||
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Options vesting and exercisable period | 4 years | |||||
Maximum | Performance Shares | ||||||
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Share-based compensation, vesting percentage | 200.00% | |||||
Maximum | Restricted Stock Units (RSUs) | ||||||
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Share-based compensation, vesting period | 4 years | |||||
Maximum | Performance RSUs | ||||||
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Share-based compensation, vesting percentage | 200.00% | |||||
Maximum | Employee Stock Purchase Plan | ||||||
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Purchase of common stock discount, percentage | 15.00% | |||||
Minimum | Time Options | ||||||
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Options vesting and exercisable period | 3 years | |||||
Minimum | Performance Options | ||||||
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Options vesting and exercisable period | 4 years | |||||
Minimum | Performance Shares | ||||||
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Share-based compensation, vesting percentage | 0.00% | |||||
Minimum | Restricted Stock Units (RSUs) | ||||||
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Share-based compensation, vesting period | 3 years | |||||
Minimum | Performance RSUs | ||||||
Schedule Of Share Based Compensation Arrangements [Line Items] | ||||||
Share-based compensation, vesting percentage | 0.00% |
Share-Based Compensation, Com_4
Share-Based Compensation, Common Stock Issuances and Common Stock - Assumptions for Options (Details) - Employee Stock Option | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 35.70% | 31.80% | 28.80% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 2.60% | 1.90% | 1.50% |
Expected term (in years) | 5 years 4 months 24 days | 5 years 9 months 18 days | 5 years 10 months 24 days |
Share-Based Compensation, Com_5
Share-Based Compensation, Common Stock Issuances and Common Stock - Options Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Total Options | ||
Outstanding, beginning balance (in shares) | 4,614,969 | |
Options granted (in shares) | 1,046,244 | |
Options exercised (in shares) | (1,426,124) | |
Options forfeited (in shares) | (298,693) | |
Outstanding, ending balance (in shares) | 3,936,396 | 4,614,969 |
Outstanding, vested and exercisable (in shares) | 1,987,240 | |
Weighted- Average Fair Value | ||
Average Fair Value Outstanding, beginning balance (in USD per share) | $ 7.47 | |
Average Fair Value granted (in USD per share) | 14.55 | $ 11.08 |
Average Fair Value exercised (in USD per share) | 6.55 | |
Average Fair Value forfeited (in USD per share) | 10.50 | |
Average Fair Value Outstanding, ending balance (in USD per share) | 9.45 | 7.47 |
Average Fair Value Vested and exercisable (in USD per share) | 7.55 | |
Weighted- Average Exercise Price | ||
Average Exercise Price Outstanding, beginning balance (in USD per share) | 18.79 | |
Average Exercise Price granted (in USD per share) | 28.69 | |
Average Exercise Price exercised (in USD per share) | 14.34 | |
Average Exercise Price forfeited (in USD per share) | 26.59 | |
Average Exercise Price Outstanding, ending balance (in USD per share) | 22.44 | $ 18.79 |
Average Exercise Price Vested and exercisable (in USD per share) | $ 17.97 | |
Weighted- Average Remaining Contractual Years | ||
Remaining contractual term, Outstanding | 7 years 1 month 6 days | |
Remaining contractual term, Vested and exercisable | 6 years 1 month 6 days | |
Time Options | ||
Total Options | ||
Outstanding, beginning balance (in shares) | 3,009,552 | |
Options granted (in shares) | 680,863 | |
Options exercised (in shares) | (726,989) | |
Options forfeited (in shares) | (249,862) | |
Outstanding, ending balance (in shares) | 2,713,564 | 3,009,552 |
Outstanding, vested and exercisable (in shares) | 1,103,649 | |
Performance Options | ||
Total Options | ||
Outstanding, beginning balance (in shares) | 1,605,417 | |
Options granted (in shares) | 365,381 | |
Options exercised (in shares) | (699,135) | |
Options forfeited (in shares) | (48,831) | |
Outstanding, ending balance (in shares) | 1,222,832 | 1,605,417 |
Outstanding, vested and exercisable (in shares) | 883,591 |
Share-Based Compensation, Com_6
Share-Based Compensation, Common Stock Issuances and Common Stock - Restricted Shares (Details) - $ / shares | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Shares | |||
Performance Shares, Beginning balance (in shares) | 1,185,845 | ||
Performance Shares, Granted (in shares) | 834,067 | ||
Performance Shares, Vested (in shares) | (437,771) | ||
Performance Shares, Forfeited (in shares) | (188,584) | ||
Performance Shares, Ending balance (in shares) | 1,393,557 | 1,185,845 | |
Weighted- Average Fair Value | |||
Weighted Average Fair Value, Beginning balance (in USD per share) | $ 26.79 | ||
Weighted Average Fair Value, Granted (in USD per share) | 33.48 | ||
Weighted Average Fair Value, Vested (in USD per share) | 25.91 | ||
Weighted Average Fair Value, Forfeited (in USD per share) | 29.45 | ||
Weighted Average Fair Value, Ending balance (in USD per share) | $ 30.71 | $ 26.79 | |
Performance Shares | |||
Shares | |||
Performance Shares, Beginning balance (in shares) | 241,313 | ||
Performance Shares, Granted (in shares) | 249,314 | ||
Performance Shares, Vested (in shares) | 0 | ||
Performance Shares, Forfeited (in shares) | (41,804) | ||
Performance Shares, Ending balance (in shares) | 448,823 | 241,313 | |
Weighted- Average Fair Value | |||
Weighted Average Fair Value, Beginning balance (in USD per share) | $ 30.39 | ||
Weighted Average Fair Value, Granted (in USD per share) | 33.56 | $ 30.39 | $ 14.58 |
Weighted Average Fair Value, Vested (in USD per share) | 0 | ||
Weighted Average Fair Value, Forfeited (in USD per share) | 31.90 | ||
Weighted Average Fair Value, Ending balance (in USD per share) | $ 32.01 | $ 30.39 |
Share-Based Compensation, Com_7
Share-Based Compensation, Common Stock Issuances and Common Stock - Restricted Stock Units (Details) | 12 Months Ended |
Dec. 29, 2018$ / sharesshares | |
Shares | |
Performance Shares, Beginning balance (in shares) | 1,185,845 |
Performance Shares, Granted (in shares) | 834,067 |
Performance Shares, Vested (in shares) | (437,771) |
Performance Shares, Forfeited (in shares) | (188,584) |
Performance Shares, Ending balance (in shares) | 1,393,557 |
Weighted- Average Fair Value | |
Weighted Average Fair Value, Beginning balance (in USD per share) | $ / shares | $ 26.79 |
Weighted Average Fair Value, Granted (in USD per share) | $ / shares | 33.48 |
Weighted Average Fair Value, Vested (in USD per share) | $ / shares | 25.91 |
Weighted Average Fair Value, Forfeited (in USD per share) | $ / shares | 29.45 |
Weighted Average Fair Value, Ending balance (in USD per share) | $ / shares | $ 30.71 |
Time-Based RSUs | |
Shares | |
Performance Shares, Beginning balance (in shares) | 909,292 |
Performance Shares, Granted (in shares) | 564,951 |
Performance Shares, Vested (in shares) | (310,495) |
Performance Shares, Forfeited (in shares) | (126,907) |
Performance Shares, Ending balance (in shares) | 1,036,841 |
Performance RSUs | |
Shares | |
Performance Shares, Beginning balance (in shares) | 276,553 |
Performance Shares, Granted (in shares) | 269,116 |
Performance Shares, Vested (in shares) | (127,276) |
Performance Shares, Forfeited (in shares) | (61,677) |
Performance Shares, Ending balance (in shares) | 356,716 |
Leases - Minimum Lease Payments
Leases - Minimum Lease Payments (Details) $ in Millions | Dec. 29, 2018USD ($) |
Leases [Line Items] | |
2,019 | $ 31 |
2,020 | 29 |
2,021 | 25 |
2,022 | 22 |
2,023 | 18 |
Thereafter | 7 |
Total minimum lease payments (receipts) | 132 |
2,019 | (1) |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
2,023 | 0 |
Thereafter | 0 |
Total minimum lease payments (receipts) | (1) |
2,019 | 129 |
2,020 | 118 |
2,021 | 101 |
2,022 | 81 |
2,023 | 66 |
Thereafter | 45 |
Total minimum lease payments (receipts) | 540 |
Obligations under capital leases | |
Leases [Line Items] | |
2,019 | 95 |
2,020 | 84 |
2,021 | 71 |
2,022 | 54 |
2,023 | 43 |
Thereafter | 38 |
Total minimum lease payments (receipts) | 385 |
Less amount representing interest | (33) |
Present value of minimum lease payments | 352 |
Financing Lease Obligation | |
Leases [Line Items] | |
2,019 | 4 |
2,020 | 5 |
2,021 | 5 |
2,022 | 5 |
2,023 | 5 |
Thereafter | 0 |
Total minimum lease payments (receipts) | 24 |
Less amount representing interest | (4) |
Present value of minimum lease payments | $ 20 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Leases [Abstract] | |||
Total operating lease expense | $ 46 | $ 44 | $ 43 |
Retirement Plans - Components o
Retirement Plans - Components of Net Periodic Pension and Other Postretirement Benefit Costs (Credits) (Details) - Pension Benefits - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 2 | $ 2 | $ 4 |
Interest cost | 36 | 40 | 41 |
Expected return on plan assets | (52) | (48) | (48) |
Amortization of net loss | 3 | 4 | 8 |
Settlements | 0 | 18 | 4 |
Net periodic pension (credits) benefit costs | $ (11) | $ 16 | $ 9 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Actuarial (gain) loss | $ (97,000,000) | $ 76,000,000 | $ 73,000,000 |
Employer contribution | 71,000,000 | ||
Defined benefit plans, incremental contributions by employer | 35,000,000 | ||
Reduction in benefit obligation | 33,000,000 | ||
Settlement charge included in net periodic pension costs | $ 0 | 18,000,000 | 4,000,000 |
Defined Contribution Plan 401K | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Future minimum percentage of annual contribution under related facilities | 4.00% | ||
Company's contributions to plan | $ 47,000,000 | 46,000,000 | 44,000,000 |
Discretionary contributions | $ 0 | $ 0 | $ 0 |
First 3% of Participants Compensation | Defined Contribution Plan 401K | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Matching contributions | 100.00% | ||
Future minimum percentage of annual contribution under related facilities | 3.00% | ||
Next 2% of Participants Compensation | Defined Contribution Plan 401K | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Matching contributions | 50.00% | ||
Future minimum percentage of annual contribution under related facilities | 2.00% | ||
Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit target plan asset allocations | 50.00% | ||
Revisions to defined benefit target plan asset allocations | 35.00% | ||
Defined benefit actual plan asset allocations | 30.00% | ||
Debt Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit target plan asset allocations | 50.00% | ||
Revisions to defined benefit target plan asset allocations | 65.00% | ||
Defined benefit actual plan asset allocations | 70.00% | ||
Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Change in health care cost | $ 1,000,000 |
Retirement Plans - Changes in P
Retirement Plans - Changes in Plan Assets and Benefit Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jul. 02, 2016 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Changes recognized in accumulated other comprehensive loss: | ||||
Net amount recognized | $ (6) | $ (16) | $ 45 | |
Prior year correction | ||||
Changes recognized in accumulated other comprehensive loss: | ||||
Amounts reclassified from other comprehensive loss, before tax | $ 22 | 0 | 0 | 22 |
Pension Benefits | ||||
Changes recognized in accumulated other comprehensive loss: | ||||
Actuarial gain (loss) | 6 | 0 | (63) | |
Prior year correction | 0 | 0 | (22) | |
Amortization of net loss (gain) | 3 | 4 | 8 | |
Settlements | 0 | 18 | 4 | |
Net amount recognized | $ 9 | $ 22 | $ (73) |
Retirement Plans - Funded Statu
Retirement Plans - Funded Status of the Defined Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Change in benefit obligation: | |||
Actuarial (gain) loss | $ (97) | $ 76 | $ 73 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 851 | ||
Employer contribution | 71 | ||
Fair value of plan assets at end of year | 836 | 851 | |
Amounts recognized in the consolidated balance sheets consist of the following: | |||
Accrued benefit obligation—noncurrent | (40) | (130) | |
Pension Benefits | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of year | 976 | 966 | 863 |
Service cost | 2 | 2 | 4 |
Interest cost | 36 | 40 | 41 |
Actuarial (gain) loss | (97) | 76 | 73 |
Prior year correction | 0 | 0 | 22 |
Settlements | 0 | (87) | (16) |
Benefit disbursements | (46) | (21) | (21) |
Benefit obligation at end of year | 871 | 976 | 966 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 851 | 799 | 742 |
Return on plan assets | (40) | 124 | 58 |
Employer contribution | 71 | 36 | 36 |
Settlements | 0 | (87) | (16) |
Benefit disbursements | (46) | (21) | (21) |
Fair value of plan assets at end of year | 836 | 851 | 799 |
Net funded status | (35) | (125) | (167) |
Amounts recognized in the consolidated balance sheets consist of the following: | |||
Accrued benefit obligation—current | 0 | (1) | (1) |
Accrued benefit obligation—noncurrent | (35) | (124) | (166) |
Net amount recognized in the consolidated balance sheets | (35) | (125) | (167) |
Amounts recognized in accumulated other comprehensive loss consist of the following: | |||
Net loss | 190 | 199 | 221 |
Net loss recognized in accumulated other comprehensive loss | 190 | 199 | 221 |
Accumulated benefit obligation | 869 | 974 | 963 |
Amounts expected to be amortized from accumulated other comprehensive loss in the next fiscal year: | |||
Net loss | 4 | ||
Net expected to be amortized | 4 | ||
Other Postretirement Plans | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of year | 7 | 7 | 7 |
Benefit disbursements | (1) | (1) | (1) |
Other | 0 | 1 | 1 |
Benefit obligation at end of year | 6 | 7 | 7 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 0 | 0 | 0 |
Employer contribution | 1 | 1 | 1 |
Benefit disbursements | (1) | (1) | (1) |
Fair value of plan assets at end of year | 0 | 0 | 0 |
Net funded status | (6) | (7) | (7) |
Amounts recognized in the consolidated balance sheets consist of the following: | |||
Accrued benefit obligation—current | (1) | (1) | (1) |
Accrued benefit obligation—noncurrent | (5) | (6) | (6) |
Net amount recognized in the consolidated balance sheets | (6) | (7) | (7) |
Amounts recognized in accumulated other comprehensive loss consist of the following: | |||
Net loss | 1 | 1 | 1 |
Net loss recognized in accumulated other comprehensive loss | $ 1 | $ 1 | $ 1 |
Retirement Plans - Assumptions
Retirement Plans - Assumptions to Determine Benefit Obligations at Period-end and Net Pension Costs (Details) | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Pension Benefits | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Benefit obligation, discount rate | 4.35% | 3.70% | 4.25% |
Benefit obligation, annual compensation increase | 3.60% | 3.60% | 3.60% |
Net cost, discount rate | 3.70% | 4.25% | 4.64% |
Net cost, expected return on plan assets | 6.00% | 6.00% | 6.50% |
Net cost, annual compensation increase | 3.60% | 3.60% | 3.60% |
Other Postretirement Plans | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Benefit obligation, discount rate | 4.35% | 3.70% | 4.25% |
Net cost, discount rate | 3.70% | 4.25% | 4.40% |
Retirement Plans - Assumed Heal
Retirement Plans - Assumed Health Care Trend Rates (Details) | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 |
Retirement Benefits [Abstract] | |||
Immediate rate | 6.30% | 6.70% | 7.40% |
Ultimate trend rate | 4.50% | 4.50% | 4.50% |
Retirement Plans - Fair Value o
Retirement Plans - Fair Value of Defined Benefit Plans' Assets by Asset Fair Value Hierarchy Level (Details) - USD ($) $ in Millions | Dec. 29, 2018 | Dec. 30, 2017 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 836 | $ 851 |
Investments | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 340 | 529 |
Total investments measured at net asset value as a practical expedient | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 496 | 322 |
Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 5 | 8 |
Equities | Domestic | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 34 | |
Equities | International | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 1 | |
Equities | International equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 1 | |
Equities | Domestic equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 34 | |
Mutual Funds | International equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 21 | 32 |
Mutual Funds | Domestic equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 37 | |
Debt Securities | Domestic | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 236 | 224 |
Debt Securities | International | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 33 | 26 |
Debt Securities | U.S. government securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 8 | 155 |
Debt Securities | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 2 | 4 |
Debt Securities | Government agencies securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 8 | |
Common Collective Trust Funds | International equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 40 | 63 |
Common Collective Trust Funds | Domestic equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 156 | 249 |
Common Collective Trust Funds | Treasury STRIPS | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 291 | |
Common Collective Trust Funds | Cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 9 | 10 |
Level 1 | Investments | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 61 | 112 |
Level 1 | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 5 | 8 |
Level 1 | Equities | Domestic | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 34 | |
Level 1 | Equities | International | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 1 | |
Level 1 | Equities | International equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 1 | |
Level 1 | Equities | Domestic equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 34 | |
Level 1 | Mutual Funds | International equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 21 | 32 |
Level 1 | Mutual Funds | Domestic equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 37 | |
Level 1 | Debt Securities | Domestic | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 1 | Debt Securities | International | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 1 | Debt Securities | U.S. government securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 1 | Debt Securities | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 1 | Debt Securities | Government agencies securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | |
Level 2 | Investments | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 279 | 417 |
Level 2 | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 2 | Equities | Domestic | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | |
Level 2 | Equities | International | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | |
Level 2 | Equities | International equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | |
Level 2 | Equities | Domestic equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | |
Level 2 | Mutual Funds | International equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 2 | Mutual Funds | Domestic equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | |
Level 2 | Debt Securities | Domestic | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 236 | 224 |
Level 2 | Debt Securities | International | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 33 | 26 |
Level 2 | Debt Securities | U.S. government securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 8 | 155 |
Level 2 | Debt Securities | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 2 | 4 |
Level 2 | Debt Securities | Government agencies securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 8 | |
Level 3 | Investments | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 3 | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 3 | Equities | Domestic | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | |
Level 3 | Equities | International | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | |
Level 3 | Equities | International equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | |
Level 3 | Equities | Domestic equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | |
Level 3 | Mutual Funds | International equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 3 | Mutual Funds | Domestic equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | |
Level 3 | Debt Securities | Domestic | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 3 | Debt Securities | International | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 3 | Debt Securities | U.S. government securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 3 | Debt Securities | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 0 | 0 |
Level 3 | Debt Securities | Government agencies securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 0 |
Retirement Plans - Estimated Fu
Retirement Plans - Estimated Future Benefit Payments (Details) $ in Millions | Dec. 29, 2018USD ($) |
Pension Benefits | |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2,019 | $ 49 |
2,020 | 48 |
2,021 | 48 |
2,022 | 47 |
2,023 | 45 |
Subsequent five years | 232 |
Other Postretirement Plans | |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2,019 | 1 |
2,020 | 1 |
2,021 | 1 |
2,022 | 1 |
2,023 | 1 |
Subsequent five years | $ 2 |
Retirement Plans - Contribution
Retirement Plans - Contributions to Multiemployer Pension Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Multiemployer Plans [Line Items] | |||
USF Contributions | $ 35 | $ 34 | $ 33 |
Multiemployer plans, withdrawal liability | 110 | ||
Minneapolis Food Distributing Industry Pension Plan | |||
Multiemployer Plans [Line Items] | |||
USF Contributions | 5 | 5 | 5 |
Teamster Pension Trust Fund of Philadelphia and Vicinity | |||
Multiemployer Plans [Line Items] | |||
USF Contributions | 4 | 4 | 3 |
Local 703 I.B. of T. Grocery and Food Employees’ Pension Plan | |||
Multiemployer Plans [Line Items] | |||
USF Contributions | 2 | 1 | 1 |
United Teamsters Trust Fund A | |||
Multiemployer Plans [Line Items] | |||
USF Contributions | 2 | 2 | 2 |
Warehouse Employees Local 169 and Employers Joint Pension Fund | |||
Multiemployer Plans [Line Items] | |||
USF Contributions | 1 | 1 | 1 |
Other Funds | |||
Multiemployer Plans [Line Items] | |||
USF Contributions | $ 21 | $ 21 | $ 21 |
Minimum | |||
Multiemployer Plans [Line Items] | |||
Minimum Contribution by the employer to multi-employer plans as percentage of total contribution | 5.00% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Numerator: | |||||||||||
Net income | $ 100 | $ 114 | $ 126 | $ 67 | $ 256 | $ 96 | $ 65 | $ 27 | $ 407 | $ 444 | $ 210 |
Denominator: | |||||||||||
Weighted-average common shares outstanding (in shares) | 216,112,021 | 222,383,038 | 200,129,868 | ||||||||
Dilutive effect of share-based awards (in shares) | 1,713,524 | 3,280,747 | 3,894,858 | ||||||||
Weighted-average dilutive shares outstanding (in shares) | 217,825,545 | 225,663,785 | 204,024,726 | ||||||||
Basic earnings per share (in USD per share) | $ 0.46 | $ 0.53 | $ 0.58 | $ 0.31 | $ 1.16 | $ 0.43 | $ 0.29 | $ 0.12 | $ 1.88 | $ 2 | $ 1.05 |
Diluted earnings per share (in USD per share) | $ 0.46 | $ 0.52 | $ 0.58 | $ 0.31 | $ 1.15 | $ 0.42 | $ 0.29 | $ 0.12 | $ 1.87 | $ 1.97 | $ 1.03 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jul. 02, 2016 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Balance at beginning of year | $ 2,751 | $ 2,538 | $ 1,873 | |
Balance at end of year | 3,229 | 2,751 | 2,538 | |
Accumulated defined benefit plans adjustment attributable to parent | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Balance at beginning of year | (103) | (119) | (74) | |
Other comprehensive income (loss) before reclassifications | 6 | 1 | (64) | |
Total before income tax | 9 | 22 | (74) | |
Income tax provision | 3 | 6 | (29) | |
Current period comprehensive income, net of tax | 6 | 16 | (45) | |
Balance at end of year | (97) | (103) | (119) | |
Amortization of net loss | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Amounts reclassified from other comprehensive loss, before tax | 3 | 4 | 8 | |
Settlements | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Amounts reclassified from other comprehensive loss, before tax | 0 | 18 | 4 | |
Prior year correction | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Amounts reclassified from other comprehensive loss, before tax | $ (22) | 0 | 0 | (22) |
Accumulated net gain (loss) from cash flow hedges attributable to parent | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Balance at beginning of year | 8 | 0 | 0 | |
Other comprehensive income (loss) before reclassifications | 10 | 11 | 0 | |
Amounts reclassified from other comprehensive loss, before tax | (3) | 2 | 0 | |
Total before income tax | 7 | 13 | 0 | |
Income tax provision | 2 | 5 | 0 | |
Current period comprehensive income, net of tax | 5 | 8 | 0 | |
Balance at end of year | 13 | 8 | 0 | |
Accumulated other comprehensive loss | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Balance at beginning of year | (95) | (119) | (74) | |
Balance at end of year | $ (84) | $ (95) | $ (119) |
Income Taxes - Income Tax (Bene
Income Taxes - Income Tax (Benefit) Provision (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Current: | |||||||||||
Federal | $ 32 | $ 74 | $ 1 | ||||||||
State | 12 | 9 | 0 | ||||||||
Current income tax provision | 44 | 83 | 1 | ||||||||
Deferred: | |||||||||||
Federal | 31 | (133) | (15) | ||||||||
State | 14 | 10 | (65) | ||||||||
Deferred income tax provision (benefit) | 45 | (123) | (80) | ||||||||
Total income tax provision (benefit) | $ 32 | $ 26 | $ 35 | $ (4) | $ (119) | $ 51 | $ 20 | $ 8 | $ 89 | $ (40) | $ (79) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | |||
Effective income tax rates | 18.00% | (10.00%) | (60.00%) |
Variation of effective tax rate from federal statutory tax rate | 21.00% | 35.00% | 35.00% |
Decrease to deferred tax liabilities | $ 7 | $ 173 | |
Decrease to current taxes payable | 1 | ||
Adjustment to deferred income tax benefit | 8 | 173 | |
Increase to deferred tax liabilities | 4 | ||
Defined benefit plans, incremental contributions by employer | 35 | ||
Adjustment to other long-term liabilities | 4 | ||
Deferred tax assets, related to federal and state net operating losses | 73 | 86 | |
Operating loss carryforward - state | 73 | ||
Decrease in unrecognized tax benefits reasonably possible | 1 | ||
Unrecognized tax benefits that would impact tax rate if recognized | 36 | $ 60 | $ 43 |
Other Tax Benefits | |||
Income Taxes [Line Items] | |||
Accrued interest and penalties related to unrecognized tax benefits | 5 | $ 5 | |
State | |||
Income Taxes [Line Items] | |||
Minimum tax credit carryforwards | $ 16 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of (Benefit) Provision for Income Taxes from Continuing Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||||||||||
Federal income taxes computed at statutory rate | $ 104 | $ 141 | $ 46 | ||||||||
State income taxes, net of federal income tax benefit | 20 | 16 | 2 | ||||||||
Stock-based compensation | (6) | (26) | (3) | ||||||||
Non-deductible expenses | 3 | 5 | 5 | ||||||||
Change in the valuation allowance for deferred tax assets | 1 | (1) | (128) | ||||||||
Net operating loss expirations | 3 | 1 | 2 | ||||||||
Tax credits | (6) | (3) | (3) | ||||||||
Change in unrecognized tax benefits | (21) | (1) | 1 | ||||||||
Change in U.S. federal statutory tax rate | (8) | (173) | 0 | ||||||||
Other | (1) | 1 | (1) | ||||||||
Total income tax provision (benefit) | $ 32 | $ 26 | $ 35 | $ (4) | $ (119) | $ 51 | $ 20 | $ 8 | $ 89 | $ (40) | $ (79) |
Income Taxes - Significant Defe
Income Taxes - Significant Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 29, 2018 | Dec. 30, 2017 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 8 | $ 7 |
Accrued employee benefits | 13 | 7 |
Restructuring reserves | 3 | 5 |
Workers’ compensation, general and fleet liabilities | 40 | 43 |
Deferred financing costs | 2 | 2 |
Postretirement benefit obligations | 9 | 23 |
Net operating loss carryforwards | 73 | 86 |
Other accrued expenses | 13 | 10 |
Total gross deferred tax assets | 161 | 183 |
Less valuation allowance | (30) | (29) |
Total net deferred tax assets | 131 | 154 |
Deferred tax liabilities: | ||
Property and equipment | (121) | (92) |
Inventories | (39) | (30) |
Intangibles | (262) | (274) |
Total deferred tax liabilities | (422) | (396) |
Net deferred tax liability | $ (291) | $ (242) |
Income Taxes - Net Deferred Tax
Income Taxes - Net Deferred Tax Liabilities in Balance Sheet (Details) - USD ($) $ in Millions | Dec. 29, 2018 | Dec. 30, 2017 |
Income Tax Disclosure [Abstract] | ||
Noncurrent deferred tax assets | $ 7 | $ 21 |
Noncurrent deferred tax liability | (298) | (263) |
Net deferred tax liability | $ (291) | $ (242) |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss Carryforwards Expire (Details) $ in Millions | Dec. 29, 2018USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward - state | $ 73 |
2019-2023 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward - state | 33 |
2024-2028 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward - state | 26 |
2029-2033 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward - state | 9 |
2034-2038 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward - state | $ 5 |
Income Taxes - Summary of Activ
Income Taxes - Summary of Activity in Valuation Allowance (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of year | $ 29 | $ 24 | $ 152 |
Expense (benefit) recognized | 1 | 5 | (128) |
Balance at end of year | $ 30 | $ 29 | $ 24 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning balance | $ 108 | $ 49 | $ 45 |
Gross increases due to positions taken in prior years | 2 | 72 | 5 |
Decreases due to lapses of statute of limitations | (1) | (1) | |
Gross decreases due to positions taken in prior years | (64) | (4) | |
Gross decreases due to positions taken in current year | (5) | ||
Decreases due to changes in tax rates | (5) | (4) | |
Unrecognized tax benefits, ending balance | $ 40 | $ 108 | $ 49 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jul. 28, 2018 | Dec. 30, 2017 | Dec. 29, 2018 |
Gain Contingencies [Line Items] | |||
Cash consideration for acquisition | $ 182,000,000 | ||
Electricity | |||
Gain Contingencies [Line Items] | |||
Purchase commitments | $ 5,000,000 | ||
Diesel Fuel | |||
Gain Contingencies [Line Items] | |||
Purchase commitments | 100,000,000 | ||
Purchase orders and contract commitments | |||
Gain Contingencies [Line Items] | |||
Purchase commitments | 651,000,000 | ||
Information technology commitments | |||
Gain Contingencies [Line Items] | |||
Purchase commitments | $ 70,000,000 | ||
SGA Food Group Companies | |||
Gain Contingencies [Line Items] | |||
Cash consideration for acquisition | $ 1,800,000,000 | ||
Senior Secured Term Loan Facility | |||
Gain Contingencies [Line Items] | |||
Maximum borrowing capacity | $ 1,500,000,000 |
US Foods Holding Corp. Conden_3
US Foods Holding Corp. Condensed Financial Information - Additional Information (Details) $ in Millions | Dec. 29, 2018USD ($) |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Restricted payment capacity | $ 991 |
Restricted asset | $ 2,238 |
US Foods Holding Corp. Conden_4
US Foods Holding Corp. Condensed Financial Information - Balance Sheets (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | Jan. 02, 2016 |
ASSETS | ||||
TOTAL ASSETS | $ 9,186 | $ 9,037 | ||
LIABILITIES AND EQUITY | ||||
Deferred tax liabilities | 298 | 263 | ||
Other liabilities | 232 | 372 | ||
Total liabilities | 5,957 | 6,286 | ||
COMMITMENTS AND CONTINGENCIES (Note 22) | ||||
SHAREHOLDERS’ EQUITY | ||||
Common stock, $0.01 par value—600 shares authorized; 217 and 215 issued and outstanding as of December 29, 2018 and December 30, 2017, respectively | 2 | 2 | ||
Additional paid-in capital | 2,780 | 2,720 | ||
Retained earnings | 531 | 124 | ||
Accumulated other comprehensive loss | (84) | (95) | ||
Total shareholders’ equity | 3,229 | 2,751 | $ 2,538 | $ 1,873 |
TOTAL LIABILITIES AND EQUITY | $ 9,186 | $ 9,037 | ||
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | ||
Common stock, shares issued (in shares) | 217,000,000 | 215,000,000 | ||
Common stock, shares outstanding (in shares) | 217,000,000 | 215,000,000 | ||
US Foods Holding Corp. | ||||
ASSETS | ||||
Investment in subsidiary | $ 3,235 | $ 2,847 | ||
TOTAL ASSETS | 3,235 | 2,847 | ||
LIABILITIES AND EQUITY | ||||
Deferred tax liabilities | 1 | 25 | ||
Other liabilities | 5 | 71 | ||
Total liabilities | 6 | 96 | ||
COMMITMENTS AND CONTINGENCIES (Note 22) | ||||
SHAREHOLDERS’ EQUITY | ||||
Common stock, $0.01 par value—600 shares authorized; 217 and 215 issued and outstanding as of December 29, 2018 and December 30, 2017, respectively | 2 | 2 | ||
Additional paid-in capital | 2,780 | 2,720 | ||
Retained earnings | 531 | 124 | ||
Accumulated other comprehensive loss | (84) | (95) | ||
Total shareholders’ equity | 3,229 | 2,751 | ||
TOTAL LIABILITIES AND EQUITY | $ 3,235 | $ 2,847 | ||
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | ||
Common stock, shares issued (in shares) | 217,000,000 | 215,000,000 | ||
Common stock, shares outstanding (in shares) | 217,000,000 | 215,000,000 |
US Foods Holding Corp. Conden_5
US Foods Holding Corp. Condensed Financial Information - Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Condensed Statement of Income Captions [Line Items] | |||||||||||
OPERATING EXPENSES | $ 922 | $ 929 | $ 908 | $ 889 | $ 879 | $ 909 | $ 927 | $ 915 | $ 3,648 | $ 3,630 | $ 3,634 |
Loss before income taxes | 132 | 140 | 161 | 63 | 137 | 147 | 85 | 35 | 496 | 404 | 131 |
INCOME TAX PROVISION (BENEFIT) | 32 | 26 | 35 | (4) | (119) | 51 | 20 | 8 | 89 | (40) | (79) |
NET INCOME | $ 100 | $ 114 | $ 126 | $ 67 | $ 256 | $ 96 | $ 65 | $ 27 | 407 | 444 | 210 |
Changes in retirement benefit obligations, net of income tax | 6 | 16 | (45) | ||||||||
Unrecognized gain on interest rate swaps | 5 | 8 | 0 | ||||||||
COMPREHENSIVE INCOME | 418 | 468 | 165 | ||||||||
US Foods Holding Corp. | |||||||||||
Condensed Statement of Income Captions [Line Items] | |||||||||||
OPERATING EXPENSES | 0 | 0 | 5 | ||||||||
Loss before income taxes | 0 | 0 | (5) | ||||||||
INCOME TAX PROVISION (BENEFIT) | (31) | (5) | 104 | ||||||||
Income (loss) before equity in net earnings of subsidiary | 31 | 5 | (109) | ||||||||
EQUITY IN NET EARNINGS OF SUBSIDIARY | 376 | 439 | 319 | ||||||||
NET INCOME | 407 | 444 | 210 | ||||||||
Changes in retirement benefit obligations, net of income tax | 6 | 16 | (45) | ||||||||
Unrecognized gain on interest rate swaps | 5 | 8 | 0 | ||||||||
COMPREHENSIVE INCOME | $ 418 | $ 468 | $ 165 |
US Foods Holding Corp. Conden_6
US Foods Holding Corp. Condensed Financial Information - Cash Flows (Details) - USD ($) $ in Millions | Jun. 01, 2016 | Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
Net income | $ 100 | $ 114 | $ 126 | $ 67 | $ 256 | $ 96 | $ 65 | $ 27 | $ 407 | $ 444 | $ 210 | |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
Deferred tax provision (benefit) | 45 | (123) | (80) | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
(Decrease) increase in accrued expenses and other liabilities | (126) | 41 | (136) | |||||||||
Net cash provided by operating activities | 609 | 749 | 549 | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
Net cash provided by (used in) investing activities | (232) | (356) | (762) | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
Net proceeds from initial public offering | $ 1,114 | 0 | 0 | 1,114 | ||||||||
Cash distribution to shareholders | 0 | 0 | (666) | |||||||||
Proceeds from common stock sales | 0 | 0 | 3 | |||||||||
Common stock repurchased | 0 | (280) | 0 | |||||||||
Net cash (used in) provided by financing activities | (391) | (405) | (180) | |||||||||
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (14) | (12) | (393) | |||||||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of year | 119 | 131 | 119 | 131 | 524 | |||||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of year | 105 | 119 | 105 | 119 | 131 | |||||||
US Foods Holding Corp. | ||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
Net income | 407 | 444 | 210 | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
Equity in net earnings of subsidiary | (376) | (439) | (319) | |||||||||
Deferred tax provision (benefit) | (23) | (77) | 106 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
Decrease (increase) in other assets | 0 | 1 | (1) | |||||||||
Decrease in intercompany payable | 0 | 0 | (7) | |||||||||
(Decrease) increase in accrued expenses and other liabilities | (8) | 71 | 0 | |||||||||
Net cash provided by operating activities | 0 | 0 | (11) | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
Investment in subsidiary | 0 | 0 | (1,114) | |||||||||
Cash distribution from subsidiary | 0 | 280 | 374 | |||||||||
Net cash provided by (used in) investing activities | 0 | 280 | (740) | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
Net proceeds from initial public offering | 0 | 0 | 1,114 | |||||||||
Cash distribution to shareholders | 0 | 0 | (666) | |||||||||
Proceeds from common stock sales | 0 | 0 | 3 | |||||||||
Common stock repurchased | 0 | (280) | 0 | |||||||||
Net cash (used in) provided by financing activities | 0 | (280) | 451 | |||||||||
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 0 | 0 | (300) | |||||||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of year | $ 0 | $ 0 | 0 | 0 | 300 | |||||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of year | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 6,041 | $ 6,153 | $ 6,158 | $ 5,823 | $ 5,996 | $ 6,204 | $ 6,159 | $ 5,788 | $ 24,175 | $ 24,147 | $ 22,919 |
COST OF GOODS SOLD | 4,949 | 5,045 | 5,044 | 4,831 | 4,921 | 5,106 | 5,105 | 4,797 | 19,869 | 19,929 | 18,866 |
Gross profit | 1,092 | 1,108 | 1,114 | 992 | 1,075 | 1,098 | 1,054 | 991 | 4,306 | 4,218 | 4,053 |
Operating expenses | 922 | 929 | 908 | 889 | 879 | 909 | 927 | 915 | 3,648 | 3,630 | 3,634 |
Other income—net | (4) | (3) | (3) | (3) | 15 | (1) | 1 | (1) | (13) | 14 | 5 |
INTEREST EXPENSE—Net | 42 | 42 | 48 | 43 | 44 | 43 | 41 | 42 | 175 | 170 | 229 |
Income before income taxes | 132 | 140 | 161 | 63 | 137 | 147 | 85 | 35 | 496 | 404 | 131 |
INCOME TAX PROVISION (BENEFIT) | 32 | 26 | 35 | (4) | (119) | 51 | 20 | 8 | 89 | (40) | (79) |
NET INCOME | $ 100 | $ 114 | $ 126 | $ 67 | $ 256 | $ 96 | $ 65 | $ 27 | $ 407 | $ 444 | $ 210 |
Net income (loss) per share: | |||||||||||
Basic (in USD per share) | $ 0.46 | $ 0.53 | $ 0.58 | $ 0.31 | $ 1.16 | $ 0.43 | $ 0.29 | $ 0.12 | $ 1.88 | $ 2 | $ 1.05 |
Diluted (in USD per share) | $ 0.46 | $ 0.52 | $ 0.58 | $ 0.31 | $ 1.15 | $ 0.42 | $ 0.29 | $ 0.12 | $ 1.87 | $ 1.97 | $ 1.03 |
Business Information (Details)
Business Information (Details) - segment | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Concentration Risk [Line Items] | |||
Number of operating segments | 1 | ||
Sales Revenue, Net | One group | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 13.00% | 13.00% | 12.00% |