Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 30, 2019 | May 01, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | USFD | |
Entity Registrant Name | US FOODS HOLDING CORP. | |
Entity Central Index Key | 0001665918 | |
Current Fiscal Year End Date | --12-28 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Outstanding (in shares) | 218,495,826 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 30, 2019 | Dec. 29, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 92 | $ 104 |
Accounts receivable, less allowances of $30 and $29 | 1,408 | 1,347 |
Vendor receivables, less allowances of $3 and $3 | 170 | 106 |
Inventories—net | 1,272 | 1,279 |
Prepaid expenses | 111 | 106 |
Assets held for sale | 7 | 7 |
Other current assets | 21 | 30 |
Total current assets | 3,081 | 2,979 |
Property and equipment—net | 1,849 | 1,842 |
Goodwill | 3,967 | 3,967 |
Other intangibles—net | 314 | 324 |
Deferred tax assets | 7 | 7 |
Other assets | 173 | 67 |
Total assets | 9,391 | 9,186 |
Current liabilities: | ||
Cash overdraft liability | 155 | 157 |
Accounts payable | 1,534 | 1,359 |
Accrued expenses and other current liabilities | 419 | 454 |
Current portion of long-term debt | 106 | 106 |
Total current liabilities | 2,214 | 2,076 |
Long-term debt | 3,275 | 3,351 |
Deferred tax liabilities | 293 | 298 |
Other long-term liabilities | 299 | 232 |
Total liabilities | 6,081 | 5,957 |
Commitments and contingencies (Note 17) | ||
Shareholders’ equity: | ||
Common stock, $0.01 par value—600 shares authorized; 218 and 217 issued and outstanding as of March 30, 2019 and December 29, 2018, respectively | 2 | 2 |
Additional paid-in capital | 2,795 | 2,780 |
Retained earnings | 602 | 531 |
Accumulated other comprehensive loss | (89) | (84) |
Total shareholders’ equity | 3,310 | 3,229 |
Total liabilities and shareholders' equity | $ 9,391 | $ 9,186 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 30, 2019 | Dec. 29, 2018 |
Statement of Financial Position [Abstract] | ||
Allowances for accounts receivable | $ 30,000 | $ 29,000 |
Allowances for vendor receivables | $ 3,000 | $ 3,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, issued (in shares) | 218,000,000 | 217,000,000 |
Common stock, outstanding (in shares) | 218,000,000 | 217,000,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net sales | $ 6,031 | $ 5,823 |
Cost of goods sold | 4,979 | 4,831 |
Gross profit | 1,052 | 992 |
Operating expenses: | ||
Distribution, selling and administrative costs | 921 | 887 |
Restructuring costs | 0 | 2 |
Total operating expenses | 921 | 889 |
Operating income | 131 | 103 |
Other income—net | (2) | (3) |
Interest expense—net | 42 | 43 |
Income before income taxes | 91 | 63 |
Income tax provision (benefit) | 20 | (4) |
Net income | 71 | 67 |
Other comprehensive income—net of tax: | ||
Changes in retirement benefit obligations | 1 | 1 |
Unrecognized (loss) gain on interest rate swaps | (6) | 9 |
Comprehensive income | $ 66 | $ 77 |
Net income per share | ||
Basic (in dollars per share) | $ 0.33 | $ 0.31 |
Diluted (in dollars per share) | $ 0.32 | $ 0.31 |
Weighted-average common shares outstanding | ||
Basic (in shares) | 217 | 215 |
Diluted (in shares) | 219 | 217 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Millions, $ in Millions | Total | Common Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Balance (in shares) at Dec. 30, 2017 | 215 | ||||
Balance at beginning of period at Dec. 30, 2017 | $ 2,751 | $ 2 | $ 2,720 | $ 124 | $ (95) |
Share-based compensation expense | 7 | 7 | |||
Proceeds from employee stock purchase plan | 4 | 4 | |||
Exercise of stock options (in shares) | 1 | ||||
Exercise of stock options | 7 | $ 0 | 7 | ||
Changes in retirement benefit obligations, net of income tax | 1 | 1 | |||
Unrecognized gain on interest rate swaps, net of income tax | 9 | 9 | |||
Net income | 67 | 67 | |||
Balance (in shares) at Mar. 31, 2018 | 216 | ||||
Balance at end of period at Mar. 31, 2018 | 2,846 | $ 2 | 2,738 | 191 | (85) |
Balance (in shares) at Dec. 29, 2018 | 217 | ||||
Balance at beginning of period at Dec. 29, 2018 | 3,229 | $ 2 | 2,780 | 531 | (84) |
Share-based compensation expense | 6 | 6 | |||
Proceeds from employee stock purchase plan | 5 | 5 | |||
Exercise of stock options (in shares) | 1 | ||||
Exercise of stock options | 6 | 6 | |||
Tax withholding payments for net share-settled equity awards | (2) | ||||
Changes in retirement benefit obligations, net of income tax | 1 | 1 | |||
Unrecognized gain on interest rate swaps, net of income tax | (6) | (6) | |||
Net income | 71 | 71 | |||
Balance (in shares) at Mar. 30, 2019 | 218 | ||||
Balance at end of period at Mar. 30, 2019 | $ 3,310 | $ 2 | $ 2,795 | $ 602 | $ (89) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 71 | $ 67 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 81 | 81 |
Amortization of deferred financing costs | 1 | 1 |
Deferred tax (benefit) provision | (3) | 27 |
Share-based compensation expense | 6 | 7 |
Provision for doubtful accounts | 6 | 3 |
Changes in operating assets and liabilities: | ||
Increase in receivables | (131) | (135) |
Decrease in inventories—net | 7 | 1 |
Increase in prepaid expenses and other assets | (8) | (12) |
Increase in accounts payable and cash overdraft liability | 183 | 283 |
Decrease in accrued expenses and other liabilities | (59) | (131) |
Net cash provided by operating activities | 154 | 192 |
Cash flows from investing activities: | ||
Acquisition of businesses—net of cash | 0 | (1) |
Proceeds from sales of property and equipment | 0 | 1 |
Purchases of property and equipment | (61) | (57) |
Net cash used in investing activities | (61) | (57) |
Cash flows from financing activities: | ||
Proceeds from debt borrowings | 1,004 | 864 |
Principal payments on debt and financing leases | (1,119) | (1,042) |
Contingent consideration paid for business acquisitions | 0 | (1) |
Proceeds from employee stock purchase plan | 5 | 4 |
Proceeds from exercise of stock options | 6 | 7 |
Tax withholding payments for net share-settled equity awards | (2) | 0 |
Net cash used in financing activities | (106) | (168) |
Net decrease in cash, cash equivalents and restricted cash | (13) | (33) |
Cash, cash equivalents and restricted cash—beginning of period | 105 | 119 |
Cash, cash equivalents and restricted cash—end of period | 92 | 86 |
Supplemental disclosures of cash flow information: | ||
Interest (net of amounts capitalized) paid | 36 | 33 |
Income taxes paid—net | 1 | 1 |
Property and equipment purchases included in accounts payable | 17 | 22 |
Leased assets obtained in exchange for financing lease liabilities | 38 | 50 |
Leased assets obtained in exchange for operating lease liabilities | 2 | 0 |
Cashless exercise of stock options | $ 1 | $ 0 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 3 Months Ended |
Mar. 30, 2019 | |
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 and notes 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 10, 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. Fiscal years 2019 and 2018 are 52-week fiscal years. The consolidated financial statements included in this Quarterly Report have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements and notes prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures included in this Quarterly Report are adequate to make the information presented not misleading. These interim consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes included in the 2018 Annual Report. Prior year amounts may have been rounded to conform with the current year presentation in millions. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-02, Income Statement, Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income . This new guidance 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 guidance 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 Accounting Standards Codification (“ASC”) 840 , Leases, and has issued subsequent amendments to Topic 842. The Company adopted Topic 842 at December 30, 2018, the effective and initial application date, using the modified retrospective approach. The Company elected the package of practical expedients permitted under the transition guidance within Topic 842, which, among other things, allowed the Company to carry forward the historical lease classification. Adoption of Topic 842 resulted in the recording of additional net lease assets and lease liabilities of approximately $100 million , as of December 30, 2018. The initial adoption of Topic 842 did not materially impact the Company’s Consolidated Statement of Comprehensive Income and Consolidated Statement of Cash Flows. The Company has revised its relevant policies and procedures, as applicable, to meet the new accounting, reporting and disclosure requirements of Topic 842. See Note 12, Leases. Recently Issued Accounting Pronouncements 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 guidance under the new 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. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | REVENUE RECOGNITION The Company recognizes revenue when the performance obligation is satisfied, which occurs when a customer obtains control of the promised goods or services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for these goods or services. The Company generates substantially all of its revenue from the distribution and sale of food and food-related products and recognizes revenue 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 revenue at the time the revenue 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 included in distribution, selling and administrative costs. At March 30, 2019 , the Company did not have any material outstanding performance obligations, contract liabilities or capitalized contract acquisition costs. Customer receivables, which are included in Accounts receivable, less allowances in the Company’s Consolidated Balance Sheets, were $1.4 billion and $1.3 billion at March 30, 2019 and December 29, 2018 , respectively. The Company has certain customer contracts under which incentives are paid upfront to its customers. These payments have become industry practice and are not related to financing any customer’s business, nor are they associated with any distinct good or service to be received from any customer. These incentive payments are capitalized in prepaid expenses and other assets and amortized as reduction of revenue over the life of the contract or as goods or services are transferred to the customer. The Company’s contract assets for these upfront payments were $34 million and $37 million included in prepaid expenses in the Company’s Consolidated Balance Sheets at March 30, 2019 and December 29, 2018 , respectively, and $36 million and $28 million included in other assets in the Company’s Consolidated Balance Sheets at March 30, 2019 and December 29, 2018 , respectively. The following table presents the disaggregation of revenue for the each of the Company’s principal product categories: 13-Weeks Ended March 30, 2019 March 31, 2018 Meats and seafood $ 2,157 $ 2,068 Dry grocery products 1,060 1,042 Refrigerated and frozen grocery products 988 944 Dairy 605 610 Equipment, disposables and supplies 576 540 Beverage products 329 319 Produce 316 300 Net sales $ 6,031 $ 5,823 |
Inventories
Inventories | 3 Months Ended |
Mar. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES The Company’s inventories, consisting mainly of food and food-related products, are primarily considered finished goods. Inventory costs include the purchase price of the product, freight costs to deliver it to the Company’s distribution facilities, 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. At March 30, 2019 and December 29, 2018 , LIFO reserves in the Company’s Consolidated Balance Sheets were $128 million and $130 million , respectively. As a result of changes in LIFO reserves, cost of goods sold decreased $2 million and increased $19 million for the 13-weeks ended March 30, 2019 and March 31, 2018 |
Accounts Receivable Financing P
Accounts Receivable Financing Program | 3 Months Ended |
Mar. 30, 2019 | |
Receivables [Abstract] | |
Accounts Receivable Financing Program | ACCOUNTS RECEIVABLE FINANCING PROGRAM Under its accounts receivable financing facility (the “ABS Facility”), USF sells, on a revolving basis, 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 right, title and interest in the eligible receivables to the administrative agent, for the benefit of the lenders. The Company consolidates the Receivables Company and, consequently, the transfer of the eligible receivables is a transaction internal to the Company and the eligible receivables have not been derecognized from the Company’s Consolidated Balance Sheets. Included in the Company’s accounts receivable balance as of March 30, 2019 and December 29, 2018 was approximately $1.0 billion |
Assets Held for Sale
Assets Held for Sale | 3 Months Ended |
Mar. 30, 2019 | |
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 while the Company continues to actively market the facilities. Assets held for sale were $7 million as of March 30, 2019 and December 29, 2018 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
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 financing leases and leasehold improvements are amortized on a straight-line basis over the remaining terms of the related leases or the estimated useful lives of the assets, if reasonably assured the Company will purchase the assets at the end of the lease terms. At March 30, 2019 and December 29, 2018 , property and equipment-net included accumulated depreciation of $2,177 million and $2,117 million , respectively. Depreciation expense was $71 million for each of the 13-weeks ended March 30, 2019 and March 31, 2018 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 3 Months Ended |
Mar. 30, 2019 | |
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 five years ). Amortization expense was $10 million for each of the 13-weeks ended March 30, 2019 and March 31, 2018 . Goodwill and other intangibles—net consisted of the following: March 30, 2019 December 29, 2018 Goodwill $ 3,967 $ 3,967 Other intangibles—net Customer relationships—amortizable: Gross carrying amount $ 154 $ 154 Accumulated amortization (94 ) (85 ) Net carrying value 60 69 Noncompete agreements—amortizable: Gross carrying amount 3 3 Accumulated amortization (2 ) (1 ) Net carrying value 1 2 Brand names and trademarks—not amortizing 253 253 Total other intangibles—net $ 314 $ 324 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The Company follows the accounting standards for fair value, under which fair value is a market-based measurement, not an entity-specific measurement. The Company’s fair value measurements are based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: • Level 1—observable inputs, such as quoted prices in active markets • Level 2—observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active or inactive markets that are observable either directly or indirectly, or other inputs that are observable or can be corroborated by observable market data • Level 3—unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions Any transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy will be recognized at the end of the reporting period in which the transfer occurs. There were no transfers between fair value levels in any of the periods presented below. The Company’s assets and liabilities measured at fair value on a recurring basis as of March 30, 2019 and December 29, 2018 , aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows: March 30, 2019 Level 1 Level 2 Level 3 Total Assets Money market funds $ 5 $ — $ — $ 5 Interest rate swaps — 12 — 12 $ 5 $ 12 $ — $ 17 December 29, 2018 Level 1 Level 2 Level 3 Total Assets Money market funds $ 1 $ — $ — $ 1 Interest rate swaps — 19 — 19 $ 1 $ 19 $ — $ 20 There were no significant assets or liabilities in 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 10, 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. The Company effectively pays an aggregate rate of 3.71% on the notional amount covered by the interest rate swaps, comprised of 1.71% plus a spread of 2.00% (see Note 10, 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. The following table presents the balance sheet location and fair value of the interest rate swaps at March 30, 2019 and December 29, 2018 : Fair Value Balance Sheet Location March 30, 2019 December 29, 2018 Derivatives designated as hedging instruments Interest rate swaps Other current assets $ 7 $ 8 Interest rate swaps Other assets $ 5 $ 11 Total $ 12 $ 19 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 Statements of Comprehensive Income f or the 13-weeks ended March 30, 2019 and March 31, 2018 : Derivatives in Cash Flow Hedging Relationships Amount of (Loss) Gain Recognized in Accumulated Other Comprehensive Loss, net of tax Location of Amounts Reclassified from Accumulated Other Comprehensive Loss Amount of Gain Reclassified from Accumulated Other Comprehensive Loss to Income, net of tax For the 13-weeks ended March 30, 2019 Interest rate swaps $ (4 ) Interest expense—net $ (2 ) For the 13-weeks ended March 31, 2018 Interest rate swaps $ 9 Interest expense—net $ — During the next twelve months, the Company estimates that $7 million will be reclassified from accumulated other comprehensive loss to income. Credit Risk-Related Contingent Features —The interest swap agreements contain a provision whereby the Company could be declared in default on its hedging obligations if more than $75 million of the Company’s other indebtedness is accelerated. As of March 30, 2019 , 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. Other Fair Value Measurements The carrying value of cash, restricted cash, accounts receivable, cash overdraft liability, 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 $3.4 billion and $3.5 billion as of March 30, 2019 and December 29, 2018 , respectively. The fair value of the Company’s 5.875% unsecured Senior Notes due June 15, 2024 (the “Senior Notes”), was $0.6 billion as of March 30, 2019 and December 29, 2018 |
Debt
Debt | 3 Months Ended |
Mar. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Total debt consisted of the following: Debt Description Maturity Interest Rate at March 30, 2019 March 30, 2019 December 29, 2018 ABL Facility October 20, 2020 — $ — $ 81 ABS Facility September 21, 2020 3.49% 270 275 Term Loan Facility (net of $6 of unamortized deferred financing costs) June 27, 2023 4.50% 2,134 2,145 Senior Notes (net of $5 of unamortized deferred financing costs) June 15, 2024 5.88% 595 595 Obligations under financing leases 2019–2026 2.00% - 6.17% 373 352 Other debt 2021–2031 5.75% - 9.00% 9 9 Total debt 3,381 3,457 Current portion of long-term debt (106 ) (106 ) Long-term debt $ 3,275 $ 3,351 At March 30, 2019 , after considering interest rate swaps that fixed the interest rate on $1.1 billion of principal of the Term Loan Facility described below, approximately 39% of the Company’s total debt was at a floating rate. ABL Facility —USF’s asset backed senior secured revolving loan facility (the “ABL Facility”) provides for loans under 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 March 30, 2019 , USF had no outstanding borrowings, but had issued letters of credit totaling $371 million , under the ABL Facility. Outstanding letters of credit included: (1) $299 million issued in favor of certain commercial insurers to secure USF’s obligations with respect to its self-insurance program, (2) $71 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 under the ABL Facility of $929 million at March 30, 2019 . USF may periodically elect to pay interest at an alternative base rate (“ABR”), as defined under the ABL Facility, or the London Interbank Offered Rate (“LIBOR”) plus the applicable interest rate spread as provided for in the credit agreement. The interest rate spreads are based upon USF’s consolidated secured leverage ratio. ABS Facility —Under the ABS Facility, USF sells, on a revolving basis, its eligible receivables to the Receivables Company. See Note 5, Accounts Receivable Financing Program. The maximum capacity under the ABS Facility is $800 million . Borrowings under the ABS Facility were $270 million at March 30, 2019 . 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 under the ABS Facility of $496 million at March 30, 2019 . Term Loan Facility —USF's senior secured term loan facility (the “Term Loan Facility”) had an outstanding balance of $2.1 billion at March 30, 2019 . The table above reflects the March 30, 2019 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 (which was $1.1 billion as of March 30, 2019 ), the effective interest rate is 3.71% . Restrictive Covenants USF's credit agreements and indentures contain customary covenants. These include, among other things, covenants that restrict USF’s ability to incur certain additional indebtedness, create or permit liens on assets, pay dividends, or engage in mergers or consolidations. As of March 30, 2019 , USF had $1.0 billion of restricted payment capacity under these covenants, and approximately $2.3 billion of its net assets were restricted considering the net deferred tax assets and intercompany balances that eliminate in consolidation |
Restructuring Liabilities
Restructuring Liabilities | 3 Months Ended |
Mar. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Liabilities | RESTRUCTURING LIABILITIES The Company periodically closes or consolidates distribution facilities and implements initiatives in its ongoing efforts to reduce costs and improve operating effectiveness. In connection with these activities, the Company may incur various costs including multiemployer pension withdrawal liabilities, severance and other employee separation costs. Restructuring costs were de minimis during the 13-weeks ended March 30, 2019 and $2 million , net during the 13-weeks ended March 31, 2018 . Restructuring liabilities were $1 million and $2 million at March 30, 2019 and December 29, 2018 |
Leases
Leases | 3 Months Ended |
Mar. 30, 2019 | |
Leases [Abstract] | |
Leases | LEASES The Company leases certain distribution and warehouse facilities, office facilities, fleet vehicles, and office and warehouse equipment. The Company determines if an arrangement is a lease at inception and recognizes a financing or operating lease liability and right-of-use (“ROU”) asset in the Company’s Consolidated Balance Sheets. ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. For the Company’s leases that do not provide an implicit borrowing rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The lease terms may include options to extend, terminate or buy out the lease. When it is reasonably certain that the Company will exercise these options, they are included in ROU assets and the estimated lease liabilities. Leases with an initial term of 12 months or less are not recorded in the Company's Consolidated Balance Sheets, and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately. Separately for office and warehouse equipment leases, the Company accounts for the lease and non-lease components as a single lease component. Variable lease payments that do not depend on an index or a rate, such as insurance and property taxes, are excluded from the measurement of the lease liability and are recognized as variable lease cost when the obligation for that payment is incurred. The following table presents the location of the ROU assets and lease liabilities in the Company’s Consolidated Balance Sheet at March 30, 2019 : Leases Consolidated Balance Sheet Location March 30, 2019 Assets Operating lease assets Other assets $ 102 Financing lease assets Property and equipment-net (1) 352 Total leased assets $ 454 Liabilities Current: Operating Accrued expenses and other current liabilities (2) $ 29 Financing Current portion of long-term debt 84 Noncurrent: Operating Other long-term liabilities (2) 102 Financing Long-term debt 289 Total lease liabilities $ 504 (1) Financing lease assets are recorded net of accumulated amortization of $222 million as of March 30, 2019 . (2) Operating lease liabilities include current and noncurrent liabilities of $3 million and $16 million , respectively, related to an unfunded lease obligation on a distribution facility through 2023. T he following table presents the location of lease costs in the Company's Consolidated Statement of Comprehensive Income for the 13-weeks ended March 30, 2019 : Lease Cost Statement of Comprehensive Income Location 13-Weeks Ended March 30, 2019 Operating lease cost Distribution, selling and administrative costs $ 7 Financing lease cost: Amortization of leased assets Distribution, selling and administrative costs 17 Interest on lease liabilities Interest expense-net 3 Variable lease cost (1) Distribution, selling and administrative costs 1 Net lease cost $ 28 (1) Includes short-term leases and sub-lease income, each of which are immaterial. Future lease payments under lease agreements as of March 30, 2019 were as follows: Maturity of Lease Liabilities Operating Leases (1) Financing Leases Total Remainder of 2019 $ 26 $ 71 $ 97 2020 34 99 133 2021 30 77 107 2022 27 55 82 2023 23 51 74 2024 3 35 38 After 2024 4 18 22 Total lease payments 147 406 553 Less amount representing interest (16 ) (33 ) (49 ) Present value of lease liabilities $ 131 $ 373 $ 504 (1) Operating lease payments include $23 million in payments, $19 million net of interest, on an unfunded lease obligation on a distribution facility through 2023. Future minimum lease payments in effect as of December 29, 2018 under noncancelable lease arrangements, as determined prior to the adoption of Topic 842, were as follows: Future Minimum Lease Payments (1) Operating Leases (2) Financing Leases Total 2019 $ 34 $ 95 $ 129 2020 34 84 118 2021 30 71 101 2022 27 54 81 2023 23 43 66 After 2023 7 38 45 Total lease payments 155 385 540 Less amount representing interest (4 ) (33 ) (37 ) Present value of minimum lease payments $ 151 $ 352 $ 503 (1) Information in this table has been conformed to the current year presentation under Topic 842. (2) Operating lease payments include $24 million in payments, $20 million net of interest, on an unfunded lease obligation on a distribution facility through 2023. Other information related to lease agreements for the 13-weeks ended March 30, 2019 was as follows: Cash Paid For Amounts Included In Measurement of Liabilities 13-Weeks Ended March 30, 2019 Operating cash flows from operating leases $ 6 Operating cash flows from financing leases 3 Financing cash flows from financing leases 17 Lease Term and Discount Rate March 30, 2019 Weighted-average remaining lease term (years): Operating leases 5.28 Financing leases 5.66 Weighted-average discount rate: Operating leases 4.4 % Financing leases 3.6 % |
Leases | LEASES The Company leases certain distribution and warehouse facilities, office facilities, fleet vehicles, and office and warehouse equipment. The Company determines if an arrangement is a lease at inception and recognizes a financing or operating lease liability and right-of-use (“ROU”) asset in the Company’s Consolidated Balance Sheets. ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. For the Company’s leases that do not provide an implicit borrowing rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The lease terms may include options to extend, terminate or buy out the lease. When it is reasonably certain that the Company will exercise these options, they are included in ROU assets and the estimated lease liabilities. Leases with an initial term of 12 months or less are not recorded in the Company's Consolidated Balance Sheets, and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately. Separately for office and warehouse equipment leases, the Company accounts for the lease and non-lease components as a single lease component. Variable lease payments that do not depend on an index or a rate, such as insurance and property taxes, are excluded from the measurement of the lease liability and are recognized as variable lease cost when the obligation for that payment is incurred. The following table presents the location of the ROU assets and lease liabilities in the Company’s Consolidated Balance Sheet at March 30, 2019 : Leases Consolidated Balance Sheet Location March 30, 2019 Assets Operating lease assets Other assets $ 102 Financing lease assets Property and equipment-net (1) 352 Total leased assets $ 454 Liabilities Current: Operating Accrued expenses and other current liabilities (2) $ 29 Financing Current portion of long-term debt 84 Noncurrent: Operating Other long-term liabilities (2) 102 Financing Long-term debt 289 Total lease liabilities $ 504 (1) Financing lease assets are recorded net of accumulated amortization of $222 million as of March 30, 2019 . (2) Operating lease liabilities include current and noncurrent liabilities of $3 million and $16 million , respectively, related to an unfunded lease obligation on a distribution facility through 2023. T he following table presents the location of lease costs in the Company's Consolidated Statement of Comprehensive Income for the 13-weeks ended March 30, 2019 : Lease Cost Statement of Comprehensive Income Location 13-Weeks Ended March 30, 2019 Operating lease cost Distribution, selling and administrative costs $ 7 Financing lease cost: Amortization of leased assets Distribution, selling and administrative costs 17 Interest on lease liabilities Interest expense-net 3 Variable lease cost (1) Distribution, selling and administrative costs 1 Net lease cost $ 28 (1) Includes short-term leases and sub-lease income, each of which are immaterial. Future lease payments under lease agreements as of March 30, 2019 were as follows: Maturity of Lease Liabilities Operating Leases (1) Financing Leases Total Remainder of 2019 $ 26 $ 71 $ 97 2020 34 99 133 2021 30 77 107 2022 27 55 82 2023 23 51 74 2024 3 35 38 After 2024 4 18 22 Total lease payments 147 406 553 Less amount representing interest (16 ) (33 ) (49 ) Present value of lease liabilities $ 131 $ 373 $ 504 (1) Operating lease payments include $23 million in payments, $19 million net of interest, on an unfunded lease obligation on a distribution facility through 2023. Future minimum lease payments in effect as of December 29, 2018 under noncancelable lease arrangements, as determined prior to the adoption of Topic 842, were as follows: Future Minimum Lease Payments (1) Operating Leases (2) Financing Leases Total 2019 $ 34 $ 95 $ 129 2020 34 84 118 2021 30 71 101 2022 27 54 81 2023 23 43 66 After 2023 7 38 45 Total lease payments 155 385 540 Less amount representing interest (4 ) (33 ) (37 ) Present value of minimum lease payments $ 151 $ 352 $ 503 (1) Information in this table has been conformed to the current year presentation under Topic 842. (2) Operating lease payments include $24 million in payments, $20 million net of interest, on an unfunded lease obligation on a distribution facility through 2023. Other information related to lease agreements for the 13-weeks ended March 30, 2019 was as follows: Cash Paid For Amounts Included In Measurement of Liabilities 13-Weeks Ended March 30, 2019 Operating cash flows from operating leases $ 6 Operating cash flows from financing leases 3 Financing cash flows from financing leases 17 Lease Term and Discount Rate March 30, 2019 Weighted-average remaining lease term (years): Operating leases 5.28 Financing leases 5.66 Weighted-average discount rate: Operating leases 4.4 % Financing leases 3.6 % |
Retirement Plans
Retirement Plans | 3 Months Ended |
Mar. 30, 2019 | |
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. The components of net periodic pension benefit (credits) costs for Company sponsored defined benefit plans were as follows: 13-Weeks Ended March 30, 2019 March 31, 2018 Components of net periodic pension benefit (credits) costs Service cost $ 1 $ 1 Interest cost 9 9 Expected return on plan assets (12 ) (13 ) Amortization of net loss 1 1 Net periodic pension benefit credits $ (1 ) $ (2 ) Other postretirement net periodic benefit costs were de minimis for the 13-weeks ended March 30, 2019 and March 31, 2018 . The service cost component of net periodic pension benefit credits is included in distribution, selling and administrative costs, while the other components of net periodic pension benefit credits are included in other income—net, respectively, in the Company's Consolidated Statements of Comprehensive Income. The Company does not expect to make a significant contribution to its Company sponsored defined benefit plans in fiscal year 2019 . 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 matching employer contributions to the 401(k) plan of $13 million for each of the 13-weeks ended March 30, 2019 and March 31, 2018 . The Company also contributes to various multiemployer pension plans under certain of its collective bargaining agreements. The Company’s contributions to these plans were $9 million for each of the 13-weeks ended March 30, 2019 and March 31, 2018 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 30, 2019 | |
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, restricted stock units, and employee stock purchase plan deferrals are considered potentially dilutive securities. The following table sets forth the computation of basic and diluted EPS: 13-Weeks Ended March 30, 2019 March 31, 2018 Numerator: Net income $ 71 $ 67 Denominator: Weighted-average common shares outstanding 217 215 Dilutive effect of share-based awards 2 2 Weighted-average dilutive shares outstanding 219 217 Basic earnings per share $ 0.33 $ 0.31 Diluted earnings per share $ 0.32 $ 0.31 |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 30, 2019 | |
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 periods presented: 13-Weeks Ended March 30, 2019 March 31, 2018 Accumulated other comprehensive loss components Retirement benefit obligations: Balance at beginning of period (1) $ (97 ) $ (103 ) Reclassification adjustments: Amortization of net loss (2) (3) 1 1 Total before income tax 1 1 Income tax provision — — Current period comprehensive income, net of tax 1 1 Balance at end of period (1) $ (96 ) $ (102 ) Interest rate swaps: Balance at beginning of period (1) $ 13 $ 8 Change in fair value of interest rate swaps (5 ) 12 Amounts reclassified to interest expense—net (2 ) — Total before income tax (7 ) 12 Income tax (benefit) provision (1 ) 3 Current period comprehensive (loss) income, net of tax (6 ) 9 Balance at end of period (1) $ 7 $ 17 Accumulated other comprehensive loss at end of period (1) $ (89 ) $ (85 ) (1) Amounts are presented net of tax. (2) Included in the computation of net periodic benefit costs. See Note 13, Retirement Plans, for additional information. (3) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The determination of the Company’s overall effective tax rate requires the use of estimates. The effective tax rate reflects the income earned and taxed in various United States federal and state jurisdictions based on enacted tax law, permanent differences between book and tax items, tax credits and the Company’s change in relative income in each jurisdiction. The Company estimated its annual effective tax rate for the full fiscal year and applied the annual effective tax rate to the results of the 13-weeks ended March 30, 2019 and March 31, 2018 for purposes of determining its year-to-date tax provision. For the 13-weeks ended March 30, 2019 , the Company's effective income tax rate was 22% , compared to the 21% federal corporate income tax rate, primarily as a result of state income taxes and the recognition of various discrete tax items. These discrete tax items included a tax benefit of $2 million , primarily related to the reduction of an unrecognized tax benefit following a lapse of the statute of limitations and a tax benefit of $1 million , primarily related to excess tax benefits associated with share-based compensation. For the 13-weeks ended March 31, 2018 , the Company's effective income tax rate was (7)% , compared to the 21% federal corporate income tax rate, primarily as a result of state income taxes and the recognition of various discrete tax items. These discrete tax items included a tax benefit of $19 million , primarily related to the reduction of an unrecognized tax benefit due to the receipt of an affirmative written consent from the IRS to change a method of accounting, and a tax benefit of $2 million |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 30, 2019 | |
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 March 30, 2019 , the Company had $791 million of purchase orders and purchase contract commitments to be purchased in the remainder of fiscal year 2019 and $73 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 March 30, 2019 , the Company had diesel fuel forward purchase commitments totaling $100 million through August 2020 . Additionally, as of March 30, 2019 , 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. 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 |
Business Information
Business Information | 3 Months Ended |
Mar. 30, 2019 | |
Segment Reporting [Abstract] | |
Business Information | BUSINESS INFORMATION The Company’s consolidated results represent the operating 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. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-02, Income Statement, Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income . This new guidance 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 guidance 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 Accounting Standards Codification (“ASC”) 840 , Leases, and has issued subsequent amendments to Topic 842. The Company adopted Topic 842 at December 30, 2018, the effective and initial application date, using the modified retrospective approach. The Company elected the package of practical expedients permitted under the transition guidance within Topic 842, which, among other things, allowed the Company to carry forward the historical lease classification. Adoption of Topic 842 resulted in the recording of additional net lease assets and lease liabilities of approximately $100 million , as of December 30, 2018. The initial adoption of Topic 842 did not materially impact the Company’s Consolidated Statement of Comprehensive Income and Consolidated Statement of Cash Flows. The Company has revised its relevant policies and procedures, as applicable, to meet the new accounting, reporting and disclosure requirements of Topic 842. See Note 12, Leases. Recently Issued Accounting Pronouncements 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 guidance under the new 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. |
Revenue Recognition | REVENUE RECOGNITIONThe Company recognizes revenue when the performance obligation is satisfied, which occurs when a customer obtains control of the promised goods or services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for these goods or services. The Company generates substantially all of its revenue from the distribution and sale of food and food-related products and recognizes revenue 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 revenue at the time the revenue 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 included in distribution, selling and administrative costs. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue According to Sales Mix for Principal Product Categories | The following table presents the disaggregation of revenue for the each of the Company’s principal product categories: 13-Weeks Ended March 30, 2019 March 31, 2018 Meats and seafood $ 2,157 $ 2,068 Dry grocery products 1,060 1,042 Refrigerated and frozen grocery products 988 944 Dairy 605 610 Equipment, disposables and supplies 576 540 Beverage products 329 319 Produce 316 300 Net sales $ 6,031 $ 5,823 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 3 Months Ended |
Mar. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Other Intangibles, Net | Goodwill and other intangibles—net consisted of the following: March 30, 2019 December 29, 2018 Goodwill $ 3,967 $ 3,967 Other intangibles—net Customer relationships—amortizable: Gross carrying amount $ 154 $ 154 Accumulated amortization (94 ) (85 ) Net carrying value 60 69 Noncompete agreements—amortizable: Gross carrying amount 3 3 Accumulated amortization (2 ) (1 ) Net carrying value 1 2 Brand names and trademarks—not amortizing 253 253 Total other intangibles—net $ 314 $ 324 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis | The Company’s assets and liabilities measured at fair value on a recurring basis as of March 30, 2019 and December 29, 2018 , aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows: March 30, 2019 Level 1 Level 2 Level 3 Total Assets Money market funds $ 5 $ — $ — $ 5 Interest rate swaps — 12 — 12 $ 5 $ 12 $ — $ 17 December 29, 2018 Level 1 Level 2 Level 3 Total Assets Money market funds $ 1 $ — $ — $ 1 Interest rate swaps — 19 — 19 $ 1 $ 19 $ — $ 20 |
Schedule of Balance Sheet Location and Fair Value of Company’s Interest Rate Swaps | The following table presents the balance sheet location and fair value of the interest rate swaps at March 30, 2019 and December 29, 2018 : Fair Value Balance Sheet Location March 30, 2019 December 29, 2018 Derivatives designated as hedging instruments Interest rate swaps Other current assets $ 7 $ 8 Interest rate swaps Other assets $ 5 $ 11 Total $ 12 $ 19 |
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 Statements of Comprehensive Income f or the 13-weeks ended March 30, 2019 and March 31, 2018 : Derivatives in Cash Flow Hedging Relationships Amount of (Loss) Gain Recognized in Accumulated Other Comprehensive Loss, net of tax Location of Amounts Reclassified from Accumulated Other Comprehensive Loss Amount of Gain Reclassified from Accumulated Other Comprehensive Loss to Income, net of tax For the 13-weeks ended March 30, 2019 Interest rate swaps $ (4 ) Interest expense—net $ (2 ) For the 13-weeks ended March 31, 2018 Interest rate swaps $ 9 Interest expense—net $ — |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 30, 2019 | |
Debt Disclosure [Abstract] | |
Components of Total Debt | Total debt consisted of the following: Debt Description Maturity Interest Rate at March 30, 2019 March 30, 2019 December 29, 2018 ABL Facility October 20, 2020 — $ — $ 81 ABS Facility September 21, 2020 3.49% 270 275 Term Loan Facility (net of $6 of unamortized deferred financing costs) June 27, 2023 4.50% 2,134 2,145 Senior Notes (net of $5 of unamortized deferred financing costs) June 15, 2024 5.88% 595 595 Obligations under financing leases 2019–2026 2.00% - 6.17% 373 352 Other debt 2021–2031 5.75% - 9.00% 9 9 Total debt 3,381 3,457 Current portion of long-term debt (106 ) (106 ) Long-term debt $ 3,275 $ 3,351 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 30, 2019 | |
Leases [Abstract] | |
Components of Leases | The following table presents the location of the ROU assets and lease liabilities in the Company’s Consolidated Balance Sheet at March 30, 2019 : Leases Consolidated Balance Sheet Location March 30, 2019 Assets Operating lease assets Other assets $ 102 Financing lease assets Property and equipment-net (1) 352 Total leased assets $ 454 Liabilities Current: Operating Accrued expenses and other current liabilities (2) $ 29 Financing Current portion of long-term debt 84 Noncurrent: Operating Other long-term liabilities (2) 102 Financing Long-term debt 289 Total lease liabilities $ 504 (1) Financing lease assets are recorded net of accumulated amortization of $222 million as of March 30, 2019 . (2) Operating lease liabilities include current and noncurrent liabilities of $3 million and $16 million , respectively, related to an unfunded lease obligation on a distribution facility through 2023. T he following table presents the location of lease costs in the Company's Consolidated Statement of Comprehensive Income for the 13-weeks ended March 30, 2019 : Lease Cost Statement of Comprehensive Income Location 13-Weeks Ended March 30, 2019 Operating lease cost Distribution, selling and administrative costs $ 7 Financing lease cost: Amortization of leased assets Distribution, selling and administrative costs 17 Interest on lease liabilities Interest expense-net 3 Variable lease cost (1) Distribution, selling and administrative costs 1 Net lease cost $ 28 (1) March 30, 2019 was as follows: Cash Paid For Amounts Included In Measurement of Liabilities 13-Weeks Ended March 30, 2019 Operating cash flows from operating leases $ 6 Operating cash flows from financing leases 3 Financing cash flows from financing leases 17 Lease Term and Discount Rate March 30, 2019 Weighted-average remaining lease term (years): Operating leases 5.28 Financing leases 5.66 Weighted-average discount rate: Operating leases 4.4 % Financing leases 3.6 % |
Schedule of Future Operating Lease Payments | Future lease payments under lease agreements as of March 30, 2019 were as follows: Maturity of Lease Liabilities Operating Leases (1) Financing Leases Total Remainder of 2019 $ 26 $ 71 $ 97 2020 34 99 133 2021 30 77 107 2022 27 55 82 2023 23 51 74 2024 3 35 38 After 2024 4 18 22 Total lease payments 147 406 553 Less amount representing interest (16 ) (33 ) (49 ) Present value of lease liabilities $ 131 $ 373 $ 504 (1) Operating lease payments include $23 million in payments, $19 million |
Schedule of Future Finance Lease Payments | Future lease payments under lease agreements as of March 30, 2019 were as follows: Maturity of Lease Liabilities Operating Leases (1) Financing Leases Total Remainder of 2019 $ 26 $ 71 $ 97 2020 34 99 133 2021 30 77 107 2022 27 55 82 2023 23 51 74 2024 3 35 38 After 2024 4 18 22 Total lease payments 147 406 553 Less amount representing interest (16 ) (33 ) (49 ) Present value of lease liabilities $ 131 $ 373 $ 504 (1) Operating lease payments include $23 million in payments, $19 million |
Schedule of Future Capital Lease Payments Prior to 842 | Future minimum lease payments in effect as of December 29, 2018 under noncancelable lease arrangements, as determined prior to the adoption of Topic 842, were as follows: Future Minimum Lease Payments (1) Operating Leases (2) Financing Leases Total 2019 $ 34 $ 95 $ 129 2020 34 84 118 2021 30 71 101 2022 27 54 81 2023 23 43 66 After 2023 7 38 45 Total lease payments 155 385 540 Less amount representing interest (4 ) (33 ) (37 ) Present value of minimum lease payments $ 151 $ 352 $ 503 (1) Information in this table has been conformed to the current year presentation under Topic 842. (2) Operating lease payments include $24 million in payments, $20 million |
Schedule of Future Operating Lease Payments Prior to 842 | Future minimum lease payments in effect as of December 29, 2018 under noncancelable lease arrangements, as determined prior to the adoption of Topic 842, were as follows: Future Minimum Lease Payments (1) Operating Leases (2) Financing Leases Total 2019 $ 34 $ 95 $ 129 2020 34 84 118 2021 30 71 101 2022 27 54 81 2023 23 43 66 After 2023 7 38 45 Total lease payments 155 385 540 Less amount representing interest (4 ) (33 ) (37 ) Present value of minimum lease payments $ 151 $ 352 $ 503 (1) Information in this table has been conformed to the current year presentation under Topic 842. (2) Operating lease payments include $24 million in payments, $20 million |
Retirement Plans (Tables)
Retirement Plans (Tables) | 3 Months Ended |
Mar. 30, 2019 | |
Retirement Benefits [Abstract] | |
Schedule of Components of Net Periodic Benefit (Credit) Costs for Pensions and Other Postretirement Benefits | The components of net periodic pension benefit (credits) costs for Company sponsored defined benefit plans were as follows: 13-Weeks Ended March 30, 2019 March 31, 2018 Components of net periodic pension benefit (credits) costs Service cost $ 1 $ 1 Interest cost 9 9 Expected return on plan assets (12 ) (13 ) Amortization of net loss 1 1 Net periodic pension benefit credits $ (1 ) $ (2 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted EPS | The following table sets forth the computation of basic and diluted EPS: 13-Weeks Ended March 30, 2019 March 31, 2018 Numerator: Net income $ 71 $ 67 Denominator: Weighted-average common shares outstanding 217 215 Dilutive effect of share-based awards 2 2 Weighted-average dilutive shares outstanding 219 217 Basic earnings per share $ 0.33 $ 0.31 Diluted earnings per share $ 0.32 $ 0.31 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 30, 2019 | |
Equity [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Loss | The following table presents changes in accumulated other comprehensive loss by component for the periods presented: 13-Weeks Ended March 30, 2019 March 31, 2018 Accumulated other comprehensive loss components Retirement benefit obligations: Balance at beginning of period (1) $ (97 ) $ (103 ) Reclassification adjustments: Amortization of net loss (2) (3) 1 1 Total before income tax 1 1 Income tax provision — — Current period comprehensive income, net of tax 1 1 Balance at end of period (1) $ (96 ) $ (102 ) Interest rate swaps: Balance at beginning of period (1) $ 13 $ 8 Change in fair value of interest rate swaps (5 ) 12 Amounts reclassified to interest expense—net (2 ) — Total before income tax (7 ) 12 Income tax (benefit) provision (1 ) 3 Current period comprehensive (loss) income, net of tax (6 ) 9 Balance at end of period (1) $ 7 $ 17 Accumulated other comprehensive loss at end of period (1) $ (89 ) $ (85 ) (1) Amounts are presented net of tax. (2) Included in the computation of net periodic benefit costs. See Note 13, Retirement Plans, for additional information. (3) |
Overview and Basis of Present_2
Overview and Basis of Presentation (Detail) | 3 Months Ended |
Mar. 30, 2019segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business segment | 1 |
Recent Accounting Pronounceme_3
Recent Accounting Pronouncements (Details) - USD ($) $ in Millions | Mar. 30, 2019 | Dec. 30, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease assets | $ 102 | |
Lease liabilities | $ 131 | |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease assets | $ 100 | |
Lease liabilities | $ 100 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions | Mar. 30, 2019 | Dec. 29, 2018 |
Disaggregation of Revenue [Line Items] | ||
Accounts receivable, less allowances | $ 1,408 | $ 1,347 |
Prepaid expenses | ||
Disaggregation of Revenue [Line Items] | ||
Contract assets | 34 | 37 |
Other assets | ||
Disaggregation of Revenue [Line Items] | ||
Contract assets | $ 36 | $ 28 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregation of Revenue (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 6,031 | $ 5,823 |
Meats and seafood | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 2,157 | 2,068 |
Dry grocery products | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 1,060 | 1,042 |
Refrigerated and frozen grocery products | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 988 | 944 |
Dairy | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 605 | 610 |
Equipment, disposables and supplies | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 576 | 540 |
Beverage products | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 329 | 319 |
Produce | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 316 | $ 300 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 30, 2019 | Mar. 31, 2018 | Dec. 29, 2018 | |
Inventory Disclosure [Abstract] | |||
LIFO balance sheet reserves | $ 128 | $ 130 | |
Increase (decrease) of cost of goods sold from changes in LIFO reserves | $ (2) | $ 19 |
Accounts Receivable Financing_2
Accounts Receivable Financing Program (Detail) - USD ($) $ in Billions | Mar. 30, 2019 | Dec. 29, 2018 |
ABS Facility | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 1 | $ 1 |
Assets Held for Sale (Detail)
Assets Held for Sale (Detail) - USD ($) $ in Millions | Mar. 30, 2019 | Dec. 29, 2018 |
Discontinued Operations, Held-for-sale | ||
Movement in Property, Plant and Equipment [Roll Forward] | ||
Assets held for sale | $ 7 | $ 7 |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 30, 2019 | Mar. 31, 2018 | Dec. 29, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, accumulated depreciation | $ 2,177 | $ 2,117 | |
Depreciation expense | $ 71 | $ 71 | |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives of assets | 3 years | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives of assets | 40 years |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Other Intangible Assets [Line Items] | ||
Amortization expense | $ 10,000,000 | $ 10,000,000 |
Indefinite-lived intangible assets, impairment | $ 0 | |
Customer Relationship | Minimum | ||
Other Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets | 2 years | |
Customer Relationship | Maximum | ||
Other Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets | 5 years | |
Noncompete Agreements | Minimum | ||
Other Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets | 2 years | |
Noncompete Agreements | Maximum | ||
Other Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets | 5 years |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles - Schedule of Goodwill and Other Intangibles, Net (Detail) - USD ($) $ in Millions | Mar. 30, 2019 | Dec. 29, 2018 |
Other intangibles—net | ||
Goodwill | $ 3,967 | $ 3,967 |
Total other intangibles—net | 314 | 324 |
Brand Names and Trademarks | ||
Other intangibles—net | ||
Brand names and trademarks—not amortizing | 253 | 253 |
Customer Relationship | ||
Other intangibles—net | ||
Gross carrying amount | 154 | 154 |
Accumulated amortization | (94) | (85) |
Net carrying value | 60 | 69 |
Noncompete Agreements | ||
Other intangibles—net | ||
Gross carrying amount | 3 | 3 |
Accumulated amortization | (2) | (1) |
Net carrying value | $ 1 | $ 2 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities (Detail) - USD ($) $ in Millions | Mar. 30, 2019 | Dec. 29, 2018 |
Assets | ||
Money market funds | $ 5 | $ 1 |
Interest rate swaps | 12 | 19 |
Total assets | 17 | 20 |
Level 1 | ||
Assets | ||
Money market funds | 5 | 1 |
Interest rate swaps | 0 | 0 |
Total assets | 5 | 1 |
Level 2 | ||
Assets | ||
Money market funds | 0 | 0 |
Interest rate swaps | 12 | 19 |
Total assets | 12 | 19 |
Level 3 | ||
Assets | ||
Money market funds | 0 | 0 |
Interest rate swaps | 0 | 0 |
Total assets | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Aug. 01, 2017 | Mar. 30, 2019 | Dec. 29, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Reclassified from accumulated other comprehensive loss to income | $ (7,000,000) | ||
Interest Rate Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amount of company's other indebtedness | $ 75,000,000 | ||
Amended and Restated 2016 Term Loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate | 4.50% | ||
Amended and Restated 2016 Term Loan | Interest Rate Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative term | 4 years | ||
Notional amount of debt hedged | $ 1,100,000,000 | ||
Notional amount of debt hedged | $ 825,000,000 | ||
Aggregate rate on notional amount | 3.71% | ||
Variable rate on notional amount | 1.71% | ||
Basis spread on variable rate on notional amount | 2.00% | ||
Senior Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate | 5.88% | ||
Senior Notes | 2016 Senior Notes | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate | 5.875% | ||
Fair value of debt | $ 600,000,000 | $ 600,000,000 | |
Fair Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Approximated fair value of debt | $ 3,400,000,000 | $ 3,500,000,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Interest Rate Swaps (Detail) - USD ($) $ in Millions | Mar. 30, 2019 | Dec. 29, 2018 |
Derivatives, Fair Value [Line Items] | ||
Interest rate swaps | $ 12 | $ 19 |
Derivatives designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swaps | 12 | 19 |
Derivatives designated as hedging instruments | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swaps | 7 | 8 |
Derivatives designated as hedging instruments | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swaps | $ 5 | $ 11 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Interest Rate Swaps in Comprehensive Income (Detail) - Cash Flow Hedging - Interest Rate Swap - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of (Loss) Gain Recognized in Accumulated Other Comprehensive Loss, net of tax | $ (4) | $ 9 |
Interest expense—net | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of Gain Reclassified from Accumulated Other Comprehensive Loss to Income, net of tax | $ (2) | $ 0 |
Debt - Components of Total Debt
Debt - Components of Total Debt (Detail) - USD ($) $ in Thousands | Mar. 30, 2019 | Dec. 29, 2018 |
Debt Instrument [Line Items] | ||
Total debt | $ 3,381,000 | $ 3,457,000 |
Current portion of long-term debt | (106,000) | (106,000) |
Long-term debt | $ 3,275,000 | 3,351,000 |
Amended and Restated 2016 Term Loan | ||
Debt Instrument [Line Items] | ||
Interest Rate at June 30, 2018 | 4.50% | |
Total debt | $ 2,134,000 | 2,145,000 |
Unamortized deferred financing costs | $ 6 | 6 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest Rate at June 30, 2018 | 5.88% | |
Total debt | $ 595,000 | 595,000 |
Unamortized deferred financing costs | 5 | 5 |
Obligations under financing leases | ||
Debt Instrument [Line Items] | ||
Total debt | $ 373,000 | 352,000 |
ABL Facility | ||
Debt Instrument [Line Items] | ||
Interest Rate at June 30, 2018 | 0.00% | |
Total debt | $ 0 | 81,000 |
ABS Facility | ||
Debt Instrument [Line Items] | ||
Interest Rate at June 30, 2018 | 3.49% | |
Total debt | $ 270,000 | 275,000 |
Other debt | ||
Debt Instrument [Line Items] | ||
Total debt | $ 9,000 | $ 9,000 |
Minimum | Obligations under financing leases | ||
Debt Instrument [Line Items] | ||
Interest Rate at June 30, 2018 | 2.00% | |
Minimum | Other debt | ||
Debt Instrument [Line Items] | ||
Interest Rate at June 30, 2018 | 5.75% | |
Maximum | Obligations under financing leases | ||
Debt Instrument [Line Items] | ||
Interest Rate at June 30, 2018 | 6.17% | |
Maximum | Other debt | ||
Debt Instrument [Line Items] | ||
Interest Rate at June 30, 2018 | 9.00% |
Debt - Additional Information (
Debt - Additional Information (Detail) - Interest Rate Swap - Amended and Restated 2016 Term Loan $ in Billions | Mar. 30, 2019USD ($) |
Debt Instrument [Line Items] | |
Total debt | $ 1.1 |
Percentage of principal amount of total debt borrowed at floating rate | 39.00% |
Debt - ABL Facility (Detail)
Debt - ABL Facility (Detail) - USD ($) | Mar. 30, 2019 | Dec. 29, 2018 |
ABL Facility | ||
Debt Instrument [Line Items] | ||
Revolving credit facility, outstanding amount | $ 0 | $ 81,000,000 |
Available capacity | 929,000,000 | |
ABL Senior Secured Revolving Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 1,300,000,000 | |
Letters of credit, outstanding amount | 371,000,000 | |
ABL Senior Secured Revolving Facility | Standby Letters of Credit for Self Insurance Program | ||
Debt Instrument [Line Items] | ||
Letters of credit, outstanding amount | 299,000,000 | |
ABL Senior Secured Revolving Facility | Other Obligations | ||
Debt Instrument [Line Items] | ||
Letters of credit, outstanding amount | 1,000,000 | |
Tranche A1 | ABL Senior Secured Revolving Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 100,000,000 | |
Tranche A | ABL Senior Secured Revolving Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 1,200,000,000 | |
Obligations under financing leases | ABL Senior Secured Revolving Facility | ||
Debt Instrument [Line Items] | ||
Letters of credit, outstanding amount | $ 71,000,000 |
Debt - ABS Facility (Detail)
Debt - ABS Facility (Detail) - USD ($) | Mar. 30, 2019 | Dec. 29, 2018 |
Debt Instrument [Line Items] | ||
Term loan facility | $ 3,381,000,000 | $ 3,457,000,000 |
ABS Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 800,000,000 | |
Term loan facility | 270,000,000 | $ 275,000,000 |
Available capacity | $ 496,000,000 |
Debt - Term Loan Agreement (Det
Debt - Term Loan Agreement (Detail) - USD ($) $ in Millions | Mar. 30, 2019 | Dec. 29, 2018 |
Debt Instrument [Line Items] | ||
Term loan facility | $ 3,381 | $ 3,457 |
Amended and Restated 2016 Term Loan | ||
Debt Instrument [Line Items] | ||
Term loan facility | 2,134 | $ 2,145 |
Amended and Restated 2016 Term Loan | Interest Rate Swap | ||
Debt Instrument [Line Items] | ||
Portion of term loan facility | $ 1,100 | |
Reduction in effective interest rate | 3.71% |
Debt - Restrictive Covenants (D
Debt - Restrictive Covenants (Detail) $ in Billions | Mar. 30, 2019USD ($) |
Debt Disclosure [Abstract] | |
Restricted payment capacity | $ 1 |
Restricted asset | $ 2.3 |
Restructuring Liabilities (Deta
Restructuring Liabilities (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 30, 2019 | Dec. 29, 2018 | |
Restructuring and Related Activities [Abstract] | |||
Restructuring charges | $ 2 | ||
Restructuring liabilities | $ 1 | $ 2 |
Leases - Balance Sheet Location
Leases - Balance Sheet Location of ROU Assets and Lease Liabilities (Detail) $ in Millions | Mar. 30, 2019USD ($) |
ASSETS | |
Operating lease assets | $ 102 |
Financing lease assets | 352 |
Operating Lease, Finance Lease, Right-Of-Use Asset, Total | 454 |
Current | |
Operating | 29 |
Financing | 84 |
Noncurrent: | |
Operating | 102 |
Financing | 289 |
Present value of lease liabilities | 504 |
Amortization of leased assets | 222 |
Distribution Facility | |
Current | |
Operating | 3 |
Noncurrent: | |
Operating | $ 16 |
Leases - Location of Lease Cost
Leases - Location of Lease Costs (Details) $ in Millions | 3 Months Ended |
Mar. 30, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 7 |
Financing lease cost: | |
Amortization of leased assets | 17 |
Interest on lease liabilities | 3 |
Variable lease cost | 1 |
Net lease cost | $ 28 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2019 | Dec. 29, 2018 | |
Operating Leases | ||
Remainder of 2019 | $ 26 | |
2020 | 34 | |
2021 | 30 | |
2022 | 27 | |
2023 | 23 | |
2024 | 3 | |
After 2024 | 4 | |
Total lease payments | 147 | |
Less amount representing interest | (16) | |
Present value of lease liabilities | 131 | |
Finance Leases | ||
2019 | 71 | |
2020 | 99 | |
2021 | 77 | |
2022 | 55 | |
2023 | 51 | |
2024 | 35 | |
After 2024 | 18 | |
Total lease payments | 406 | |
Less amount representing interest | (33) | |
Present value of lease liabilities | 373 | |
Total | ||
2019 | 97 | |
2020 | 133 | |
2021 | 107 | |
2022 | 82 | |
2023 | 74 | |
2024 | 38 | |
After 2024 | 22 | |
Total lease payments | 553 | |
Less amount representing interest | 49 | |
Present value of lease liabilities | 504 | |
Operating lease payments | 6 | |
Distribution Facility | ||
Operating Leases | ||
Less amount representing interest | (19) | $ (20) |
Total | ||
Operating lease payments | $ 23 |
Leases - Future Minimum Lease_2
Leases - Future Minimum Lease Payments Prior to 842 (Details) - USD ($) $ in Millions | Mar. 30, 2019 | Dec. 29, 2018 |
Operating Leases | ||
2019 | $ 34 | |
2020 | 34 | |
2021 | 30 | |
2022 | 27 | |
2023 | 23 | |
After 2023 | 7 | |
Total lease payments | 155 | |
Less amount representing interest | (4) | |
Present value of minimum lease payments | 151 | |
Financing Leases | ||
2019 | 95 | |
2020 | 84 | |
2021 | 71 | |
2022 | 54 | |
2023 | 43 | |
After 2023 | 38 | |
Total lease payments | 385 | |
Less amount representing interest | (33) | |
Present value of minimum lease payments | 352 | |
Total | ||
2019 | 129 | |
2020 | 118 | |
2021 | 101 | |
2022 | 81 | |
2023 | 66 | |
After 2023 | 45 | |
Total lease payments | 540 | |
Less amount representing interest | (37) | |
Present value of minimum lease payments | 503 | |
Operating leas payments | $ 24 | |
Less amount representing interest | 16 | |
Distribution Facility | ||
Total | ||
Less amount representing interest | $ 19 | $ 20 |
Leases - Other Information Rela
Leases - Other Information Related to Lease Agreements (Details) $ in Millions | 3 Months Ended |
Mar. 30, 2019USD ($) | |
Cash Paid For Amounts Included In Measurement of Liabilities | |
Operating cash flows from operating leases | $ 6 |
Operating cash flows from financing leases | 3 |
Financing cash flows from financing leases | $ 17 |
Weighted-average remaining lease term (years): | |
Operating leases | 5 years 3 months 10 days |
Financing leases | 5 years 7 months 28 days |
Weighted-average discount rate: | |
Operating leases | 4.40% |
Financing leases | 3.60% |
Retirement Plans - Components o
Retirement Plans - Components of Net Periodic Benefit Costs (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Retirement Benefits [Abstract] | ||
Service cost | $ 1 | $ 1 |
Interest cost | 9 | 9 |
Expected return on plan assets | (12) | (13) |
Amortization of net loss (gain) | 1 | 1 |
Net periodic (credits) benefit costs | $ (1) | $ (2) |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Maximum Company matching contribution | 4.00% | |
Defined contribution plan, company's contributions to plan | $ 13 | $ 13 |
Multiemployer plan, company's contributions to plan | $ 9 | $ 9 |
First 3% of Participants Compensation | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Matching contributions | 100.00% | |
Participant's compensation for which company matches contribution | 3.00% | |
Next 2% of Participants Compensation | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Matching contributions | 50.00% | |
Participant's compensation for which company matches contribution | 2.00% |
Earnings Per Share (Detail)
Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net income | $ 71 | $ 67 |
Denominator: | ||
Weighted-average common shares outstanding (in shares) | 217 | 215 |
Dilutive effect of share-based awards (in shares) | 2 | 2 |
Weighted-average dilutive shares outstanding (in shares) | 219 | 217 |
Basic earnings per share (in dollars per share) | $ 0.33 | $ 0.31 |
Diluted earnings per share (in dollars per share) | $ 0.32 | $ 0.31 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Balance at beginning of period | $ 3,229 | $ 2,751 |
Unrecognized (loss) gain on interest rate swaps | (6) | 9 |
Balance at end of period | 3,310 | 2,846 |
Accumulated defined benefit plans adjustment attributable to parent | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Balance at beginning of period | (97) | (103) |
Total before income tax | 1 | 1 |
Income tax (benefit) provision | 0 | 0 |
Current period comprehensive (loss) income, net of tax | 1 | 1 |
Balance at end of period | (96) | (102) |
Amortization of net loss | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Amounts reclassified from other comprehensive loss, before tax | 1 | 1 |
Accumulated net gain (loss) from cash flow hedges attributable to parent | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Balance at beginning of period | 13 | 8 |
Change in fair value of interest rate swaps | (5) | 12 |
Amounts reclassified from other comprehensive loss, before tax | (2) | 0 |
Total before income tax | (7) | 12 |
Income tax (benefit) provision | (1) | 3 |
Current period comprehensive (loss) income, net of tax | (6) | 9 |
Balance at end of period | 7 | 17 |
AOCI attributable to parent | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Balance at beginning of period | (84) | (95) |
Balance at end of period | $ (89) | $ (85) |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 22.00% | (7.00%) |
Tax benefit related to lapse of statute of limitations | $ 2 | |
Tax benefit related to excess tax benefits associated with share-based compensation | $ 1 | $ 2 |
Tax benefit related to reduction of unrecognized tax benefit from receipt of written consent from IRS | $ 19 |
Commitments and Contingencies (
Commitments and Contingencies (Detail) - USD ($) | Jul. 28, 2018 | Mar. 30, 2019 |
Electricity | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Purchase commitments | $ 5,000,000 | |
Diesel Fuel | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Purchase commitments | 100,000,000 | |
Purchase orders and contact commitments | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Purchase commitments | 791,000,000 | |
Information technology commitments | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Purchase commitments | $ 73,000,000 | |
SGA Food Group Companies | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Cash consideration for acquisition | $ 1,800,000,000 | |
Senior Secured Term Loan Facility | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Maximum borrowing capacity | $ 1,500,000,000 |
Business Information (Detail)
Business Information (Detail) | 3 Months Ended |
Mar. 30, 2019segment | |
Segment Reporting [Abstract] | |
Number of operating business segments | 1 |