Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Jan. 02, 2021 | Feb. 11, 2021 | Jun. 27, 2020 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jan. 2, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-37786 | ||
Entity Registrant Name | US FOODS HOLDING CORP. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 26-0347906 | ||
Entity Address, Address Line One | 9399 W. Higgins Road | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Rosemont | ||
Entity Address, State or Province | IL | ||
Entity Address, Postal Zip Code | 60018 | ||
City Area Code | 847 | ||
Local Phone Number | 720-8000 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | USFD | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4.2 | ||
Entity Common Stock, Shares Outstanding (in shares) | 221,078,750 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001665918 | ||
Current Fiscal Year End Date | --01-02 | ||
Documents Incorporated by Reference [Text Block] | Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, relating to the registrant’s Annual Meeting of Stockholders to be held on May 20, 2021, are incorporated herein by reference for purposes of Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K. The definitive proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended January 2, 2021. | ||
ICFR Auditor Attestation Flag | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Jan. 02, 2021 | Dec. 28, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 828 | $ 90 |
Accounts receivable, less allowances of $67 and $30 | 1,084 | 1,455 |
Vendor receivables, less allowances of $5 and $4 | 121 | 143 |
Inventories—net | 1,273 | 1,432 |
Prepaid expenses | 132 | 109 |
Assets Held-for-sale, Not Part of Disposal Group, Current | 1 | 1 |
Other current assets | 26 | 32 |
Total current assets | 3,465 | 3,262 |
Property and equipment—net | 2,021 | 2,075 |
Goodwill | 5,637 | 4,728 |
Other intangibles—net | 892 | 967 |
Deferred tax assets | 1 | 0 |
Other assets | 407 | 256 |
Total assets | 12,423 | 11,288 |
Current liabilities: | ||
Cash overdraft liability | 136 | 222 |
Accounts payable | 1,218 | 1,460 |
Accrued Liabilities, Current | 497 | 538 |
Current portion of long-term debt | 131 | 142 |
Total current liabilities | 1,982 | 2,362 |
Long-term debt | 5,617 | 4,594 |
Noncurrent deferred tax liability | 270 | 308 |
Other long-term liabilities | 505 | 315 |
Total liabilities | 8,374 | 7,579 |
Commitments and contingencies (Note 24) | ||
Series A convertible preferred stock, $0.01 par value—25 shares authorized; 0.5 and 0.0 issued and outstanding as of January 2, 2021 and December 28, 2019 | 519 | 0 |
Shareholders’ equity: | ||
Common stock, $0.01 par value—600 shares authorized; 221 and 220 issued and outstanding as of January 2, 2021 and December 28, 2019, respectively | 2 | 2 |
Additional paid-in capital | 2,901 | 2,845 |
Retained earnings | 661 | 916 |
Accumulated other comprehensive loss | (34) | (54) |
Total shareholders’ equity | 3,530 | 3,709 |
Total liabilities, mezzanine equity and shareholders' equity | $ 12,423 | $ 11,288 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jan. 02, 2021 | Dec. 28, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 67 | $ 30 |
Vendor receivables, allowances | $ 5 | $ 4 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0 |
Preferred Stock, authorized (in shares) | 25,000,000 | 0 |
Preferred Stock, Number of shares issued | 500,000 | 0 |
Preferred Stock, shares outstanding (in shares) | 523,127 | 0 |
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) | 221,000,000 | 220,000,000 |
Common stock, shares outstanding (in shares) | 221,000,000 | 220,000,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net sales | $ 22,885 | $ 25,939 | $ 24,175 |
Cost of goods sold | 19,166 | 21,352 | 19,869 |
Gross profit | 3,719 | 4,587 | 4,306 |
Operating expenses: | |||
Distribution, selling and administrative costs | 3,757 | 3,888 | 3,647 |
Restructuring costs and asset impairment charges | 39 | 0 | 1 |
Total operating expenses | 3,796 | 3,888 | 3,648 |
Operating (loss) income | (77) | 699 | 658 |
Other (income) expense—net | (21) | 4 | (13) |
Interest expense—net | 238 | 184 | 175 |
(Loss) income before income taxes | (294) | 511 | 496 |
Income tax (benefit) provision | (68) | 126 | 89 |
Net (loss) income | (226) | 385 | 407 |
Other comprehensive (loss) income—net of tax: | |||
Changes in retirement benefit obligations | 23 | 45 | 6 |
Unrecognized (loss) gain on interest rate swaps | (3) | (15) | 5 |
Comprehensive (loss) income | (206) | 415 | 418 |
Series A convertible preferred stock dividends | 28 | 0 | 0 |
Net (loss) income available to common shareholders | $ (254) | $ 385 | $ 407 |
Net (loss) income per share: | |||
Basic | $ (1.15) | $ 1.77 | $ 1.88 |
Diluted | $ (1.15) | $ 1.75 | $ 1.87 |
Weighted-average common shares outstanding | |||
Basic | 220 | 218 | 216 |
Diluted | 220 | 220 | 218 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Balance at beginning of year (in shares) at Dec. 30, 2017 | 215,000,000 | ||||
Balance at beginning of year at Dec. 30, 2017 | $ 2,751 | $ 2 | $ 2,720 | $ 124 | $ (95) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 28 | 28 | |||
Proceeds from employee share purchase plan (in shares) | 1,000,000 | ||||
Proceeds from employee stock purchase plan | 19 | 19 | |||
Exercise of stock options (in shares) | 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 (loss) gain on interest rate swaps | 5 | 5 | |||
Net (loss) income | 407 | 407 | |||
Balance at end of year at Dec. 29, 2018 | 3,229 | $ 2 | 2,780 | 531 | (84) |
Shares, Outstanding, Ending Balance at Dec. 29, 2018 | 217,000,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 32 | 32 | |||
Proceeds from employee share purchase plan (in shares) | 1,000,000 | ||||
Proceeds from employee stock purchase plan | 19 | 19 | |||
Exercise of stock options (in shares) | 2,000,000 | ||||
Exercise of stock options | 19 | 19 | |||
Tax withholding payments for net share-settled equity awards | (5) | (5) | |||
Changes in retirement benefit obligations, net of income tax | 45 | 45 | |||
Unrecognized (loss) gain on interest rate swaps | (15) | (15) | |||
Net (loss) income | 385 | 385 | |||
Balance at end of year at Dec. 28, 2019 | 3,709 | $ 2 | 2,845 | 916 | (54) |
Shares, Outstanding, Ending Balance at Dec. 28, 2019 | 220,000,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 40 | 40 | |||
Proceeds from employee share purchase plan (in shares) | 1,000,000 | ||||
Proceeds from employee stock purchase plan | $ 18 | 18 | |||
Exercise of stock options (in shares) | 192,878 | 0 | |||
Exercise of stock options | $ 3 | 3 | |||
Tax withholding payments for net share-settled equity awards | (5) | (5) | |||
Series A convertible preferred stock dividends | (28) | (28) | |||
Changes in retirement benefit obligations, net of income tax | 23 | 23 | |||
Unrecognized (loss) gain on interest rate swaps | (3) | (3) | |||
Adoption of ASU 2016-13 (Note 3 and Note 7) | (1) | (1) | |||
Net (loss) income | (226) | (226) | |||
Balance at end of year at Jan. 02, 2021 | $ 3,530 | $ 2 | $ 2,901 | $ 661 | $ (34) |
Shares, Outstanding, Ending Balance at Jan. 02, 2021 | 221,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (226) | $ 385 | $ 407 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 422 | 362 | 340 |
Gain on disposal of property and equipment, net | (17) | (1) | (1) |
Tangible asset impairment charges | 3 | 1 | 1 |
Intangible asset impairment charges | 9 | 0 | 0 |
Amortization of deferred financing costs | 16 | 7 | 7 |
Deferred tax (benefit) provision | (51) | 7 | 45 |
Share-based compensation expense | 40 | 32 | 28 |
Provision for doubtful accounts | 63 | 21 | 17 |
Changes in operating assets and liabilities, net of business acquisitions: | |||
Decrease (increase) in receivables | 334 | (19) | (71) |
Decrease (increase) in inventories | 201 | 16 | (72) |
(Increase) decrease in prepaid expenses and other assets | (30) | 9 | (45) |
(Decrease) increase in accounts payable and cash overdraft liability | (339) | (56) | 79 |
Decrease in accrued expenses and other liabilities | (12) | (4) | (126) |
Net cash provided by operating activities | 413 | 760 | 609 |
Cash flows from investing activities: | |||
Acquisition of businesses—net of cash | (972) | (1,832) | 0 |
Proceeds from sales of divested assets | 7 | 94 | 0 |
Proceeds from sales of property and equipment | 44 | 9 | 3 |
Purchases of property and equipment | (189) | (258) | (235) |
Net cash used in investing activities | (1,110) | (1,987) | (232) |
Cash flows from financing activities: | |||
Proceeds from debt borrowings | 3,645 | 6,198 | 4,178 |
Principal payments on debt and financing leases | (2,692) | (4,967) | (4,595) |
Net proceeds from issuance of Series A convertible preferred stock | 491 | 0 | 0 |
Payment for debt financing costs and fees | (33) | (44) | (1) |
Contingent consideration paid for business acquisitions | 0 | 0 | (5) |
Proceeds from employee stock purchase plan | 18 | 19 | 19 |
Proceeds from exercise of stock options | 3 | 19 | 19 |
Tax withholding payments for net share-settled equity awards | (5) | (5) | (6) |
Net cash provided by (used in) financing activities | 1,427 | 1,220 | (391) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 730 | (7) | (14) |
Cash, cash equivalents and restricted cash—beginning of year | 98 | 105 | 119 |
Cash, cash equivalents and restricted cash—end of year | 828 | 98 | 105 |
Supplemental disclosures of cash flow information: | |||
Interest paid—net of amounts capitalized | 216 | 173 | 160 |
Income taxes (received) paid—net | (1) | 137 | 78 |
Property and equipment purchases included in accounts payable | 21 | 49 | 28 |
Leased assets obtained in exchange for financing lease liabilities | 73 | 86 | 101 |
Leased assets obtained in exchange for operating lease liabilities | 48 | 39 | 0 |
Cashless exercise of stock options | 0 | 1 | 2 |
Paid-in-kind Series A convertible preferred stock dividends | $ 28 | $ 0 | $ 0 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 12 Months Ended |
Jan. 02, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 13, 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 U.S. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 02, 2021 | |
Accounting Policies [Abstract] | |
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 U.S. (“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 as of 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 an original 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 performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information. Collections and payments from customers are continuously monitored. The Company evaluates the collectability of its accounts receivable and determines the appropriate allowance for doubtful accounts based on a combination of factors. The Company maintains an allowance for doubtful accounts, which is based upon historical experience, future expected losses, as well as specific customer collection issues that have been identified. 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. Additionally, during fiscal year 2020, the Company recorded an additional allowance for doubtful accounts due to the impact of the COVID-19 pandemic on our business. 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 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 and retail 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 primarily using the last-in, first-out (“LIFO”) method, except for Smart Foodservice, as further described in Note 5, Business Acquisitions, which uses the retail method of inventory accounting. For our LIFO based inventories, 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. As of January 2, 2021 and December 28, 2019, LIFO reserves in the Company’s Consolidated Balance Sheets were $177 million and $152 million, respectively. As a result of changes in LIFO reserves, cost of goods sold increased $25 million in fiscal year 2020, increased $22 million in fiscal year 2019, and was de minimis in fiscal year 2018. Additionally, during fiscal year 2020, due to the impact of the COVID-19 pandemic on our business, the Company recognized additional charges in cost of goods sold related to inventory adjustments and product donations. 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 3 to 40 years. Property and equipment under financing 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 vacant land and closed facilities actively marketed for sale. If an asset’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 resulting from restructuring activities are recorded as a component of restructuring costs and asset impairment charges 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 includes the cost of acquired businesses in excess of the fair value of the tangible and other intangible net assets acquired. Other intangible assets include customer relationships, amortizable trade names, 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, but are subject to impairment assessments as described below. 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 as of 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. All goodwill is assigned to the consolidated Company as the reporting unit. Impairments are recorded as a component of restructuring costs and asset impairment charges 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. 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 primarily self-insured for group medical claims not covered under multiemployer health plans covering certain of our union-represented employees. 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 current liabilities and other long-term liabilities in the Company's Consolidated Balance Sheets. Share-Based Compensation —The Company measures compensation expense for stock-based awards at fair value as of 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 Company's 2016 initial public offering, the grant date fair value of stock-based awards was measured as of the end of each fiscal quarter using the combination of a market and income approach. The fair value was applied to all stock and stock award activity in the subsequent fiscal quarter. Shares issued as a result of stock options exercises will be funded with the issuance of new shares. Compensation expense related to our employee stock purchase plan, which allows eligible employees to purchase our common stock at a discount of up to 15% represents the difference between the fair market value as of acquisition date and the employee purchase price. 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, $1.8 billion, and $1.7 billion in fiscal years 2020, 2019 and 2018, respectively. 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 (benefit) 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 Sheets 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. 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. The account balances at these institutions may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage, and as a result, there may be a concentration of risk related to amounts invested in excess of FDIC insurance coverage. Credit risk related to accounts receivable is dispersed across a significantly large number of customers located throughout the U.S. 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 as of January 2, 2021. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Jan. 02, 2021 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying GAAP to contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. ASU 2020-04 was further amended in January 2021 by ASU 2021-01, Reference Rate Reform (Topic 848): Scope . This guidance is currently effective prospectively for all entities through December 31, 2022 when the reference rate replacement activity is expected to have completed. The Company adopted the provisions of ASU No. 2020-04 on a prospective basis at the beginning of the second quarter of fiscal year 2020 with no impact to the Company’s financial position or results of operations. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted the relevant provisions of this standard on a prospective basis at the beginning of the third quarter of fiscal year 2020. The Company's adoption of the relevant provisions of the new standard did not materially affect the Company's financial position or results of operations. 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. The Company adopted the provisions of this standard on a prospective basis at the beginning of fiscal year 2020. The Company's adoption of the provisions of the new standard did not 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 entities to consider additional disclosures 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. The Company adopted the provisions of this standard on a modified retrospective basis at the beginning of fiscal year 2020, which resulted in the recording of a cumulative-effect adjustment to retained earnings of $1 million. The adoption of the provision of the new standard did not materially affect the Company's financial position or results of operations. See Note 7, Allowance For Doubtful Accounts, for further discussion over the Company's allowance for doubtful accounts. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, convertible debt will be accounted for as a single liability measured at its amortized cost. Additionally, the new guidance requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. This guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impacts of the provision of the new standard on our financial position, results of operation and cash flows. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Jan. 02, 2021 | |
Revenue from Contract with Customer [Abstract] | |
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. The Company did not have any material outstanding performance obligations, contract liabilities or capitalized contract acquisition costs as of January 2, 2021. Customer receivables, which are included in accounts receivable, less allowances for doubtful accounts in the Company’s Consolidated Balance Sheets, were $1.1 billion and $1.5 billion as of January 2, 2021 and December 28, 2019, 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 these costs 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 a 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 $30 million and $35 million included in prepaid expenses in the Company’s Consolidated Balance Sheets as of January 2, 2021 and December 28, 2019, respectively, and $27 million and $39 million included in other assets in the Company’s Consolidated Balance Sheets as of January 2, 2021 and December 28, 2019, respectively. The following table presents the disaggregation of revenue for each of the Company’s principal product categories: 2020 2019 2018 Meats and seafood $ 8,131 $ 9,313 $ 8,635 Dry grocery products 3,931 4,427 4,239 Refrigerated and frozen grocery products 3,583 4,253 3,898 Dairy 2,394 2,685 2,520 Equipment, disposables and supplies 2,455 2,483 2,298 Beverage products 1,186 1,403 1,315 Produce 1,205 1,375 1,270 Total Net sales $ 22,885 $ 25,939 $ 24,175 |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Jan. 02, 2021 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Smart Foodservice Acquisition —On April 24, 2020, USF completed the acquisition of Smart Stores Holding Corp., a Delaware corporation (“Smart Foodservice”), from funds managed by affiliates of Apollo Global Management, Inc. Total consideration paid at the closing of the acquisition (net of cash acquired) was $972 million. At the time of the acquisition, Smart Foodservice operated 70 small-format cash and carry stores across California, Idaho, Montana, Nevada, Oregon, Utah, and Washington that serve small and mid-sized restaurants and other food business customers. The acquisition of Smart Foodservice expands the Company’s cash and carry business in the West and Northwest parts of the U.S. USF financed the Smart Foodservice acquisition with a new $700 million incremental senior secured term loan facility under its existing term loan credit agreement, as further described in Note 13, Debt, and with cash on hand. The assets, liabilities and results of operations of Smart Foodservice have been included in the Company’s consolidated financial statements since the date the acquisition was completed. The following table summarizes the preliminary purchase price allocation recognized for the Smart Foodservice acquisition based upon preliminary estimates of the fair value of assets acquired and liabilities assumed. The preliminary purchase price allocation is subject to further adjustment as additional information becomes available and final valuations are completed. There can be no assurances that these final valuations and additional analyses and studies will not result in significant changes to the preliminary estimates of fair value set forth below. Adjustments to the preliminary purchase price allocation recorded in fiscal year 2020 were immaterial to the Company's consolidated financial statements. Preliminary Purchase Price Allocation Accounts receivable $ 5 Inventories 43 Other current assets 23 Property and equipment 84 Goodwill (1) 907 Other intangibles (2) 14 Other assets 130 Accounts payable (38) Accrued expenses and other current liabilities (31) Deferred income taxes (5) Other long-term liabilities, including financing leases (160) Cash paid for acquisition $ 972 (1) Goodwill recognized is primarily attributable to intangible assets that do not qualify for separate recognition, as well as expected synergies from the combined company. The acquired goodwill is not deductible for U.S. federal income tax purposes. (2) Other intangibles consist of a trade name of $14 million with an estimated useful life of approximately 1 year. Net sales and net income for Smart Foodservice, which have been included in the Company’s Consolidated Statements of Comprehensive Income since the date the acquisition was completed, were $759 million and $28 million, respectively, during fiscal year 2020. Smart Foodservice acquisition and integration related costs included in distribution, selling and administrative costs in the Company’s Consolidated Statements of Comprehensive Income were $21 million during fiscal year 2020. Food Group Acquisition —On September 13, 2019, USF completed the $1.8 billion acquisition of five foodservice companies (the “Food Group”) from Services Group of America, Inc.: Food Services of America, Inc., Systems Services of America, Inc., Amerifresh, Inc., Ameristar Meats, Inc. and GAMPAC Express, Inc. The acquisition of the Food Group expands the Company’s network in the West and Northwest parts of the U.S. USF financed the acquisition with a new $1.5 billion incremental senior secured term loan facility, as further described in Note 13, Debt, and with borrowings under its revolving credit facilities. The assets, liabilities and results of operations of the Food Group have been included in the Company’s consolidated financial statements since the date the acquisition was completed. As a condition to receiving regulatory clearance for the acquisition from the Federal Trade Commission, USF divested three Food Group distribution facilities (the “Divested Assets”). The total amount of proceeds received from the October 11, 2019 sales of the Divested Assets at closing was $94 million, which, together with approximately $20 million in holdback funds and working capital adjustments, approximated the fair value of the Divested Assets. The assets and liabilities of the Divested Assets were included in assets of discontinued operations and liabilities of discontinued operations, respectively, in the Company's Consolidated Balance Sheets until their disposition. The operating results of the Divested Assets from the date the acquisition was completed through the date of sale were not significant. The following table summarizes the final purchase price allocation for the acquisition of Food Group as of September 13, 2019. Adjustments to the preliminary purchase price allocation were immaterial to the Company's consolidated financial statements. Purchase Price Allocation Accounts receivable $ 145 Inventories 165 Assets of discontinued operations 130 Other current assets 7 Property and equipment 210 Goodwill (1) 764 Other intangibles (2) 695 Other assets 47 Accounts payable (200) Accrued expenses and other current liabilities (69) Liabilities of discontinued operations (19) Other long-term liabilities, including financing leases (43) Cash paid for acquisition $ 1,832 (1) Goodwill recognized is primarily attributable to intangible assets that do not qualify for separate recognition, as well as expected synergies from the combined company. The acquired goodwill is deductible for U.S. federal income tax purposes. (2) Other intangibles consist of customer relationships of $656 million with estimated useful lives of 15 years and indefinite-lived brand names and trademarks of $39 million. Food Group acquisition and integration related costs included in distribution, selling and administrative costs in the Company’s Consolidated Statements of Comprehensive Income were $24 million, $52 million and $29 million for fiscal years 2020, 2019 and 2018, respectively. Pro Forma Financial Information —The following table presents the Company’s unaudited pro forma consolidated net sales, net income and earnings per share (“EPS”) for fiscal years 2020, 2019 and 2018. The unaudited pro forma financial information presents the combined results of operations as if the acquisitions and related financings of Smart Foodservice and the Food Group had occurred as of December 30, 2018 and December 31, 2017, respectively, which dates represent the first day of the Company’s fiscal year prior to their respective acquisition dates. 2020 2019 2018 (Unaudited) Pro forma net sales $ 23,258 $ 29,141 $ 26,985 Pro forma net income $ (225) $ 420 $ 397 Pro forma net income per share: Basic $ (1.02) $ 1.92 $ 1.84 Diluted $ (1.02) $ 1.91 $ 1.82 The unaudited pro forma financial information for all periods presented above excludes the results of operations related to the Divested Assets, as the results of operations related to the Divested Assets were reflected as discontinued operations. Unaudited pro forma net sales, net income and net income per share related to the Divested Assets for fiscal years 2019 and 2018: 2019 2018 (Unaudited) Pro forma net sales $ 392 $ 516 Pro forma net income $ 5 $ 13 Pro forma income per share: Basic $ 0.03 $ 0.06 Diluted $ 0.02 $ 0.06 The unaudited pro forma financial information above includes adjustments for: (1) incremental depreciation expense related to fair value increases of certain acquired property and equipment, (2) amortization expense related to the fair value of amortizable intangible assets acquired, (3) interest expense related to the incremental senior secured term loan facilities and revolving credit facilities used to finance the acquisitions, (4) the elimination of acquisition-related costs that were included in the Company’s historical results, and (5) adjustments to the income tax provision based on pro forma results of operations. No effect has been given to potential synergies, operating efficiencies or costs arising from the integration of Smart Foodservice and the Food Group with our previously existing operations or the standalone cost estimates and estimated costs incurred by their former respective parent companies. Accordingly, the unaudited pro forma financial information is not necessarily indicative of the operating results that would have been achieved had the pro forma events taken place on the date indicated. Further, the pro forma financial information does not purport to project the Company’s future consolidated results of operations following the acquisitions. |
Restricted Cash
Restricted Cash | 12 Months Ended |
Jan. 02, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted cash primarily consists of cash on deposit with financial institutions as collateral for certain letters of credit. Cash, cash equivalents and restricted cash as presented in the Company's Consolidated Statements of Cash Flows as of January 2, 2021 and December 28, 2019 consisted of the following: January 2, 2021 December 28, 2019 Cash and cash equivalents $ 828 $ 90 Restricted cash—included in other assets — 8 Total cash, cash equivalents and restricted cash $ 828 $ 98 |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 12 Months Ended |
Jan. 02, 2021 | |
Receivables [Abstract] | |
Allowance for Doubtful Accounts | Since mid-March 2020, our business has been significantly impacted by the COVID-19 pandemic. In March 2020, many countries, including the United States, took steps to restrict travel, temporarily close or enforce capacity restrictions in businesses, schools and other public gathering spaces. Restrictions on public gatherings and attendance at retail or other establishments, including restaurants and recreational, sporting and other similar venues, continue to evolve and are expected to continue to remain in effect in some capacity until the COVID-19 pandemic has abated. These government mandates have forced many of our customers to seek government support in order to continue operating, to drastically curtail their dining options, to temporarily suspend operations or to cease operations entirely. In December 2020, two vaccines for COVID-19 were approved by the United States Food and Drug Administration and, as of the date hereof, a limited number of doses have been made available in the United States to certain frontline workers and at-risk individuals. However, it remains unclear when either of these vaccines or others will be widely available to the general American public. As a result, it remains unclear when and to what extent the COVID-19 pandemic will fully abate. Due to the impact that the COVID-19 pandemic had on our customers, particularly our restaurant and hospitality customers, and to reflect the increased collection risk associated with our customers, we significantly increased our allowance for doubtful accounts during fiscal year 2020. A summary of the activity in the allowance for doubtful accounts for the last three fiscal years is as follows: 2020 2019 2018 Balance as of beginning of year $ 30 $ 29 $ 26 Charged to costs and expenses 63 21 17 Adoption of ASU 2016-13 (see Note 3) 1 — — Customer accounts written off—net of recoveries (27) (20) (14) Balance as of end of year $ 67 $ 30 $ 29 This table excludes the vendor receivable related allowance for doubtful accounts of $5 million, $4 million, and $3 million as of January 2, 2021, December 28, 2019 and December 29, 2018, respectively. |
Accounts Receivable Financing P
Accounts Receivable Financing Program | 12 Months Ended |
Jan. 02, 2021 | |
Accounts Receivable Financing Program [Abstract] | |
Former Accounts Receivable Financing Program | Pursuant to a since-terminated accounts receivable financing facility (the “ABS Facility”), USF sold, on a revolving basis, eligible receivables to a wholly owned, special purpose, bankruptcy remote subsidiary (the “Receivables Company”). While the ABS Facility was in effect, the Company consolidated the Receivables Company and, consequently, the transfer of the eligible receivables was a transaction internal to the Company and the eligible receivables held by the Receivables Company were previously not derecognized from the Company’s Consolidated Balance Sheets. Included in the Company’s accounts receivable balance as of December 28, 2019 was approximately $1.0 billion of eligible receivables held by the Receivables Company as collateral in support of amounts borrowed under the ABS Facility. On May 1, 2020, USF repaid all outstanding borrowings under the ABS Facility in full and terminated the ABS Facility, as further discussed in Note 13, Debt, and as a result, the Company's eligible receivables are no longer transferred to or held by the Receivables Company. |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Dec. 28, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | The Company classifies its vacant land and closed facilities as assets held for sale at the time management commits to a plan to sell the asset, the asset is actively marketed and available for immediate sale, and the sale is expected to be completed within one year. Due to market conditions, certain assets may be classified as assets held for sale for more than one year as the Company continues to actively market the assets. During fiscal year 2020, vacant land previously held for future use and two excess facilities were transferred to assets held for sale. The Company sold the vacant land for cash proceeds of $32 million, resulting in a gain on sale of $17 million, which was included in distribution, selling and administrative costs in the Company's Consolidated Statement of Comprehensive Income. The Company also sold the two excess facilities for aggregate cash proceeds of $10 million, which approximated their aggregate carrying values. During fiscal year 2019, we sold two closed distribution facilities and an excess parcel of land for aggregate cash proceeds of $6 million, which approximated their aggregate carrying values. The changes in assets held for sale for fiscal years 2020 and 2019 were as follows: 2020 2019 Balance as of beginning of year $ 1 $ 7 Transfers in 24 — Assets sold (24) (6) Balance as of end of the year $ 1 $ 1 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jan. 02, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment as of January 2, 2021 and December 28, 2019 consisted of the following: January 2, 2021 December 28, 2019 Range of Useful Lives Land $ 365 $ 378 Buildings and building improvements 1,471 1,411 10–40 years Transportation equipment 1,181 1,137 5–10 years Warehouse equipment 501 481 5–12 years Office equipment, furniture and software 961 867 3–7 years Construction in process 108 99 4,587 4,373 Less accumulated depreciation and amortization (2,566) (2,298) Property and equipment—net $ 2,021 $ 2,075 Transportation equipment included $530 million and $572 million of financing lease assets as of January 2, 2021 and December 28, 2019, respectively. Buildings and building improvements included $30 million of financing lease assets as of both January 2, 2021 and December 28, 2019. Accumulated amortization of financing lease assets was $244 million and $269 million as of January 2, 2021 and December 28, 2019, respectively. Interest capitalized was not material in both fiscal years 2020 and 2019. Depreciation and amortization expense of property and equipment, including amortization of financing lease assets, was $343 million, $311 million and $300 million for fiscal years 2020, 2019 and 2018, respectively. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 12 Months Ended |
Jan. 02, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | Goodwill includes the cost of acquired businesses in excess of the fair value of the tangible and other intangible net assets acquired. Other intangible assets include customer relationships, amortizable trade names, 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, but are subject to impairment assessments as described below. Customer relationships, amortizable trade names and noncompete agreements are intangible assets with definite lives, and are carried at the acquired fair value less accumulated amortization. Customer relationships, amortizable trade names and noncompete agreements are amortized over the estimated useful lives (which range from approximately 1 to 15 years). Amortization expense was $79 million, $51 million and $40 million for fiscal years 2020, 2019 and 2018, respectively. The weighted-average remaining useful life of all definite lived intangibles was approximately twelve years as of January 2, 2021. Amortization of these definite lived intangible assets is estimated to be $55 million for fiscal year 2021, $44 million for each of fiscal years 2022, 2023, 2024 and 2025, and $380 million in the aggregate thereafter. Goodwill and other intangibles—net consisted of the following: January 2, 2021 December 28, 2019 Goodwill $ 5,637 $ 4,728 Other intangibles—net Customer relationships—amortizable: Gross carrying amount $ 725 $ 789 Accumulated amortization (119) (115) Net carrying value 606 674 Trade names—amortizable: Gross carrying amount 15 $ — Accumulated amortization (11) — Net carrying value 4 — Noncompete agreements—amortizable: Gross carrying amount 3 3 Accumulated amortization (2) (2) Net carrying value 1 1 Brand names and trademarks—not amortizing 281 292 Total other intangibles—net $ 892 $ 967 The increase in goodwill and the amortizable trade name as of January 2, 2021 is primarily attributable to the Smart Foodservice acquisition, as described in Note 5, Business Acquisitions. The net decrease in the gross carrying amount of customer relationships as of January 2, 2021 is attributable to the write-off of fully amortized intangible assets related to certain 2016 business acquisitions. The Company assesses for impairment intangible assets with definite lives only if events occur that indicate that the carrying amount of an asset may not be recoverable. 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 as of the beginning of each fiscal third quarter. The Company completed its most recent annual impairment assessment for goodwill and indefinite-lived intangible assets as of June 28, 2020, the first day of the third quarter of fiscal year 2020. For goodwill, the reporting unit used in assessing impairment is the Company’s one business segment as described in Note 26, Business Information. Our assessment for impairment of goodwill utilized a discounted cash flow analysis to determine the fair value of the reporting unit for comparison to the corresponding carrying value. Based upon the Company’s fiscal year 2020 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. Due to the adverse impacts of the COVID-19 pandemic on forecasted earnings and the discount rate utilized in our valuation models, the Company recognized impairment charges of $9 million related to two trade names acquired as part of the Food Group acquisition, which was included in restructuring costs and asset impairment charges in the Company's Consolidated Statement of Comprehensive Income. Key assumptions used in the relief from royalty method included the long-term growth rates of future revenues, the royalty rate for such revenue, and a discount rate. These assumptions require significant judgment by management, and are therefore considered Level 3 inputs in the fair value hierarchy. No other impairments were noted as part of the annual impairment assessment. 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 |
Jan. 02, 2021 | |
Fair Value Disclosures [Abstract] | |
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 as of 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 January 2, 2021 and December 28, 2019, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows: January 2, 2021 Level 1 Level 2 Level 3 Total Assets Money market funds $ 696 $ — $ — $ 696 Liabilities Interest rate swaps $ — $ 5 $ — $ 5 December 28, 2019 Level 1 Level 2 Level 3 Total Liabilities Interest rate swaps $ — $ 1 $ — $ 1 There were no significant assets or liabilities on the Company's Consolidated Balance Sheets measured at fair value on a nonrecurring basis, except as further disclosed in Note 11, Goodwill and Other Intangibles. Recurring Fair Value Measurements Money Market Funds Money market funds include highly liquid investments with an original maturity of three or fewer months. These funds 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 Initial Term Loan Facility (as defined in Note 13, Debt). On August 1, 2017, USF entered into four On May 31, 2019, an interest rate swap agreement with a notional amount of $367 million was terminated, and the Company received cash proceeds of $1 million, the fair value of the interest rate swap on the termination date. The proceeds were recorded as cash provided by operating activities in the Company's Consolidated Statement of Cash Flows. The $1 million gain from the termination of the interest rate swap agreement was reflected in accumulated other comprehensive loss and will be amortized to interest expense through July 31, 2021, the remaining term of the original interest rate swap agreement. After giving effect to the termination of the interest rate swap agreement, the remaining interest rate swap agreements collectively have a notional value of $550 million, which was reduced from $733 million on July 31, 2020. The Company pays an aggregate effective rate of 3.45% on the notional amount of the Initial Term Loan Facility covered by the interest rate swap agreements, comprised of a rate of 1.70% plus a spread of 1.75% (see Note 13, 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 and the Company. The following table presents t he balance sheet location and fair value of the interest rate swaps as of January 2, 2021 and December 28, 2019 : Fair Value Balance Sheet Location January 2, 2021 December 28, 2019 Derivatives designated as hedging instruments Interest rate swaps Accrued expenses and $ 5 $ — Interest rate swaps Other long-term liabilities — 1 Total liabilities $ 5 $ 1 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 for the fiscal years ended January 2, 2021, December 28, 2019 , and December 29, 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) Loss Reclassified from Accumulated Other Comprehensive Loss to Income, net of tax For the fiscal year ended January 2, 2021 Interest rate swaps $ (8) Interest expense—net $ 5 For the fiscal year ended December 28, 2019 Interest rate swaps $ (10) Interest expense—net $ (5) For the fiscal year ended December 29, 2018 Interest rate swaps $ 7 Interest expense—net $ (2) During the next twelve months, the Company estimates that $5 million will be reclassified from accumulated other comprehensive loss to income. Other Fair Value Measurements The carrying value of cash, accounts receivable, vendor receivables, cash overdraft liability and accounts payable approximate their fair values due to their short-term maturities. |
Debt
Debt | 12 Months Ended |
Jan. 02, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Total debt consisted of the following: Debt Description Maturity Interest Rate as of January 2, 2021 Carrying Value as of January 2, 2021 Carrying Value as of December 28, 2019 ABL Facility May 31, 2024 — $ — $ — ABS Facility (1) — — — 190 Initial Term Loan Facility (net of $3 and $4 of unamortized deferred financing costs, respectively) June 27, 2023 1.90% 2,098 2,125 2019 Incremental Term Loan Facility (net of $30 and $35 September 13, 2026 2.15% 1,451 1,465 2020 Incremental Term Loan Facility (net of $11 of April 24, 2025 4.25% 284 — Senior Secured Notes (net of $13 of unamortized deferred financing costs) April 15, 2025 6.25% 987 — Unsecured Senior Notes due 2024 (net of $3 and $4 of unamortized deferred financing costs, respectively) June 15, 2024 5.88% 597 596 Obligations under financing leases 2021–2030 1.63% - 6.17% 323 352 Other debt 2021–2031 5.75% - 9.00% 8 8 Total debt 5,748 4,736 Current portion of long-term debt (131) (142) Long-term debt $ 5,617 $ 4,594 (1) The ABS Facility was paid in full on May 1, 2020 and subsequently terminated as further discussed below. As of January 2, 2021, after considering interest rate swaps that fixed the interest rate on $550 million of principal of the Initial Term Loan Facility described below, approximately 57% of the Company’s total debt bears interest at a floating rate. Principal payments to be made on outstanding debt, exclusive of deferred financing costs, as of January 2, 2021, were as follows: 2021 $ 131 2022 116 2023 2,151 2024 679 2025 1,290 Thereafter 1,441 $ 5,808 ABL Facility On May 4, 2020, USF entered into an amendment to its asset based senior secured revolving credit facility (the “ABL Facility”). Pursuant to this amendment, the total aggregate amount of commitments under the ABL Facility was increased from $1,600 million to $1,990 million. Extensions of credit under the ABL Facility are subject to availability under a borrowing base comprised of various percentages of the value of eligible accounts receivable, inventory, transportation equipment and certain unrestricted cash and cash equivalents, which, along with other assets, also serve as collateral for borrowings under the ABL Facility. As discussed below, on May 1, 2020, USF terminated the ABS Facility and transitioned the accounts receivable that secured the ABS Facility to the collateral pool that secures the ABL Facility. This transition increased the size of the borrowing base under the ABL Facility. The ABL Facility is scheduled to mature on May 31, 2024, subject to a springing maturity date in the event that more than $300 million of aggregate principal amount of earlier maturing indebtedness under USF’s Initial Term Loan Facility or 2019 Incremental Term Loan Facility (each, as further described below) on a date that is sixty (60) days prior to the maturity date for borrowings under the Initial Term Loan Facility or the 2019 Incremental Term Loan Facility, as applicable. Borrowings under the ABL Facility bear interest, at USF's periodic election, at a rate equal to the sum of an alternative base rate (“ABR”), as described under the ABL Facility, plus a margin ranging from 0.00% to 0.50%, or the sum of a LIBOR plus a margin ranging from 1.00% to 1.50%, in each case based on USF’s excess availability under the ABL Facility. The margin under the ABL Facility as of January 2, 2021 was 0.00% for ABR loans and 1.00% for LIBOR loans. The ABL Facility also carries letter of credit financing fees equal to 0.125% per annum in respect of each letter of credit outstanding, letter of credit participation fees equal to a percentage per annum equal to the applicable LIBOR margin minus the letter of credit facing fees in respect of each letter of credit outstanding and a commitment fee of 0.25% per annum on the average unused amount of the commitments under the ABL Facility. The weighted-average interest rate on outstanding borrowings for the ABL Facility and our former asset based senior secured revolving credit facility was 1.95% and 2.63% for fiscal years 2020 and 2019, respectively. The Company incurred $3 million of third party costs in connection with the ABL Facility amendment which were capitalized as deferred financing costs. These deferred financing costs, along with $5 million of unamortized deferred financing costs related to the former asset based senior secured revolving credit facility, will be amortized through May 31, 2024, the ABL Facility maturity date. USF had no outstanding borrowings, and had issued letters of credit totaling $281 million, under the ABL Facility as of January 2, 2021. The outstanding letters of credit primarily relate to securing USF's obligations with respect to its insurance program and certain real estate leases. There was available capacity of $1,584 million under the ABL Facility as of January 2, 2021. ABS Facility On May 1, 2020, USF repaid in full all $542 million principal amount of borrowings then outstanding under the ABS Facility using cash on hand and subsequently terminated the ABS Facility. The accounts receivable that secured the ABS Facility were transitioned to the collateral pool that secures the ABL Facility. The Company recorded a debt extinguishment loss of $1 million in interest expense, primarily consisting of a write-off of unamortized debt costs associated with the ABS Facility and its termination. Term Loan Facilities The Amended and Restated Term Loan Credit Agreement, dated as of June 27, 2016 (as amended, the “Term Loan Credit Agreement”), provides USF with a senior secured term loan (the “Initial Term Loan Facility”), an incremental senior secured term loan borrowed in September 2019 (the “2019 Incremental Term Loan Facility”), an incremental senior secured term loan borrowed in April 2020 (the “2020 Incremental Term Loan Facility”) and the right to request additional incremental senior secured term loan commitments. Initial Term Loan Facility The Initial Term Loan Facility had an outstanding balance of $2.1 billion, net of $3 million of unamortized deferred financing costs, as of January 2, 2021. Borrowings under the Initial Term Loan Facility bear interest at a rate per annum equal to, at USF’s option, either (1) LIBOR plus a margin of 1.75% or (2) an ABR plus a margin of 0.75%. The table above reflects the January 2, 2021 interest rate on the unhedged portion of the Initial Term Loan Facility. The effective interest rate of the portion of the Initial Term Loan Facility subject to interest rate swap agreements was 3.45% as of January 2, 2021. The Initial Term Loan Facility was amended on November 26, 2019 to lower the interest rate margins on outstanding borrowings, among other things. In connection with the November 2019 amendment of the Initial Term Loan Facility, the Company applied modification accounting to the majority of the continuing lenders as the terms of the facility 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 a write-off of unamortized deferred financing costs related to the amendment. The Initial Term Loan Facility is scheduled to mature on June 27, 2023. Borrowings under the Initial Term Loan Facility may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of LIBOR-based borrowings. The Initial Term Loan Facility may require mandatory repayments if certain assets are sold. 2019 Incremental Term Loan Facility The 2019 Incremental Term Loan Facility entered into to finance a portion of the Food Group acquisition, had an outstanding balance of $1,451 million, net of $30 million of unamortized deferred financing costs, as of January 2, 2021. Borrowings under the 2019 Incremental Term Loan Facility bear interest at a rate per annum equal to, at USF’s option, either the sum of LIBOR plus a margin of 2.00%, or the sum of an ABR, as described under the 2019 Incremental Term Loan Facility, plus a margin of 1.00% (subject to a LIBOR “floor” of 0.00%). The 2019 Incremental Term Loan Facility is scheduled to mature on September 13, 2026. Similar to the borrowings under the Initial Term Loan Facility, borrowings under the 2019 Incremental Term Loan Facility may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of LIBOR-based borrowings. The 2019 Incremental Term Loan Facility may require mandatory repayments if certain assets are sold. 2020 Incremental Term Loan Facility On April 24, 2020, USF entered into a new incremental term loan in an aggregate principal amount of $700 million under the Term Loan Credit Agreement (the “2020 Incremental Term Loan Facility”) to finance a portion of the purchase price for its acquisition of Smart Foodservice. On April 28, 2020, USF repaid $400 million of the principal amount of the 2020 Incremental Term Loan Facility with a portion of the proceeds from the senior secured notes offering further discussed below. In connection with the 2020 Incremental Term Loan Facility repayment, the Company applied debt extinguishment accounting and recorded a debt extinguishment loss of $2 million in interest expense, consisting of a write-off of debt issuance costs associated with the $400 million in principal amount of the 2020 Incremental Term Loan Facility that was repaid. Lender fees and third-party costs of $13 million associated with the remaining $300 million in principal amount of the 2020 Incremental Term Loan Facility were capitalized as deferred financing costs. The 2020 Incremental Term Loan Facility had an outstanding balance of $284 million, net of $11 million of unamortized deferred financing costs, as of January 2, 2021. On February 4, 2021, we repaid all of the then outstanding borrowings under the 2020 Incremental Term Loan Facility, as further discussed in Note 27, Subsequent Events. Prior to the repayment, borrowings under the 2020 Incremental Term Loan Facility bore interest at a rate per annum equal to, at USF’s option, either LIBOR plus a margin of 3.25% (subject to a LIBOR “floor” of 1.00%), or an ABR plus a margin of 2.25%. Senior Secured Notes On April 28, 2020, USF completed a private offering of $1.0 billion aggregate principal amount of Secured Notes. USF used the net proceeds of the Secured Notes to repay $400 million of borrowings under the 2020 Incremental Term Loan Facility and the balance of the net proceeds has been and will be used for general corporate purposes. The Secured Notes had a carrying value of $987 million, net of $13 million of unamortized deferred financing costs, as of January 2, 2021. The Secured Notes bear interest at a rate of 6.25% per annum and will mature on April 15, 2025. On or after April 15, 2022, the Secured Notes are redeemable, at USF’s option, in whole or in part at a price of 103.125% of the remaining principal, plus accrued and unpaid interest, if any, to the redemption date. On or after April 15, 2023 and April 15, 2024, the optional redemption price for the Secured Notes declines to 101.563% and 100.000%, respectively, of the remaining principal amount, plus accrued and unpaid interest, if any, to the redemption date. Unsecured Senior Notes due 2024 The Unsecured Senior Notes due 2024, had a carrying value of $597 million, net of $3 million of unamortized deferred financing costs, as of January 2, 2021. As of June 15, 2020, this debt was redeemable, at USF’s option, in whole or in part at a price of 101.469% of the remaining principal, plus accrued and unpaid interest, if any, to the redemption date. On February 4, 2021, we redeemed all of the then outstanding Unsecured Senior Notes due 2024, as further discussed in Note 27, Subsequent Events. Prior to the redemption, the Unsecured Senior Notes bore interest at a rate of 5.875% per annum. Financing Leases— Obligations under financing leases of $323 million as of January 2, 2021 consist primarily of amounts due for transportation equipment and building leases. Security Interests Substantially all of the Company’s assets are pledged under the various agreements governing our indebtedness. The ABL Facility is secured by certain designated receivables, as well as inventory and certain owned transportation equipment and certain unrestricted cash and cash equivalents. Additionally, the lenders under the ABL Facility have a second priority interest in all of the capital stock of USF and its subsidiaries and substantially all other non-real estate assets of USF and its subsidiaries. USF’s obligations under the Initial Term Loan Facility, the 2019 Incremental Term Loan Facility and the 2020 Incremental Term Loan Facility are secured by all the capital stock of USF and its subsidiaries and substantially all the non-real estate assets of USF. Additionally, the lenders under the Initial Term Loan Facility, the 2019 Incremental Term Loan Facility and the 2020 Incremental Term Loan Facility have a second priority interest in the inventory and certain transportation equipment 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 agreements between the interest rate swap counterparty and USF, the interest rate swap counterparty 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. Debt Covenants The agreements governing our indebtedness contain customary covenants. These include, among other things, covenants that restrict our ability to incur certain additional indebtedness, create or permit liens on assets, pay dividends, or engage in mergers or consolidations. USF had approximately $1.3 billion of restricted payment capacity under these covenants, and approximately $2.8 billion of its net assets were restricted after taking into consideration the net deferred tax assets and intercompany balances that eliminate in consolidation as of January 2, 2021. The 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. 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 existing debt. The Company’s ability to refinance its indebtedness on favorable terms, or at all, is directly affected by the then prevailing 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 |
Jan. 02, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Long-Term Liabilities | Accrued expenses and other long-term liabilities consisted of the following: January 2, 2021 December 28, 2019 Accrued expenses and other current liabilities: Salary, wages and bonus expenses $ 105 $ 172 Operating expenses 64 75 Workers’ compensation, general and fleet liability 43 44 Group medical liability 26 25 Customer rebates and other selling expenses 89 105 Property and sales tax 44 37 Operating lease liability 44 40 Interest payable 18 14 Other 64 26 Total accrued expenses and other current liabilities $ 497 $ 538 Other long-term liabilities: Workers’ compensation, general and fleet liability $ 132 $ 121 Operating lease liability 263 131 Accrued pension and other postretirement benefit obligations 8 7 Uncertain tax positions 33 33 Other 69 23 Total Other long-term liabilities $ 505 $ 315 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 by external parties. 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: 2020 2019 2018 Balance as of beginning of the year $ 165 $ 159 $ 170 Charged to costs and expenses 83 80 56 Acquisition 3 17 — Reinsurance recoverable 2 — 7 Payments (78) (91) (74) Balance as of end of the year $ 175 $ 165 $ 159 Discount rate 0.15 % 1.58 % 2.50 % Estimated future payments for self-insured liabilities are as follows: 2021 $ 43 2022 33 2023 18 2024 13 2025 10 Thereafter 59 Total self-insured liability 176 Less amount representing interest (1) Present value of self-insured liability $ 175 |
Restructuring Liabilities (Note
Restructuring Liabilities (Notes) | 12 Months Ended |
Jan. 02, 2021 | |
Restructuring and Related Activities [Abstract] | |
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 December 30, 2017 $ 4 $ 1 $ 5 Current period costs 1 — 1 Payments, net (4) — (4) Balance as of December 29, 2018 1 1 2 Current period costs — — — Payments, net — (1) (1) Balance at December 28, 2019 1 $ — $ 1 Current period costs 27 3 30 Payments, net (27) (2) (29) Balance as of January 2, 2021 $ 1 $ 1 $ 2 From time to time, the Company may implement initiatives or close or consolidate facilities in an effort to reduce costs and improve operating effectiveness. In connection with these activities, the Company may incur various costs including severance and other employee-related separation costs. 2020 Activities During fiscal year 2020, in order to adjust its cost structure in line with the decrease in Net sales caused by the impact of the COVID-19 pandemic on the operations of our restaurant, hospitality and education customers, the Company reduced its work force, and separately closed two facilities, incurring net restructuring costs of $30 million. See Note 11, Goodwill and Other Intangibles, for discussion related to asset impairment charges incurred during fiscal year 2020. 2019 and 2018 Activities During fiscal years 2019 and 2018, the Company incurred de minimis restructuring costs. |
Convertible Preferred Stock (No
Convertible Preferred Stock (Notes) | 12 Months Ended |
Jan. 02, 2021 | |
Convertible Preferred Stock [Abstract] | |
Convertible Preferred Stock | On May 6, 2020 (the “Issuance Date”), pursuant to the terms of an Investment Agreement (the “Investment Agreement”) with KKR Fresh Aggregator L.P., a Delaware limited partnership (“KKR”), the Company issued and sold 500,000 shares of the Company’s Series A convertible preferred stock, par value $0.01 per share (the “Series A Preferred Stock”) to KKR for an aggregate purchase price of $500 million, or $1,000 per share (the “Issuance”). The Company used the net proceeds from the Issuance for working capital and general corporate purposes. On June 30, 2020, September 30, 2020, and December 31, 2020, the Company paid a dividend (the “Dividend”) on the shares of the Series A Preferred Stock in the form of 5,288; 8,842 and 8,997 shares of Series A Preferred Stock, respectively, plus a de minimis amount in cash in lieu of fractional shares in accordance with the terms of the Certificate of Designations for the Series A Preferred Stock (the “Certificate of Designations”). The Series A Preferred Stock ranks senior to the shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Series A Preferred Stock has a liquidation preference of $1,000 per share. Holders of the Series A Preferred Stock are entitled to a cumulative dividend at the rate of 7.0% per annum. If the Company does not declare and pay a dividend on the Series A Preferred Stock, the dividend rate will increase by 3.0% to 10.0% per annum until all accrued but unpaid dividends have been paid in full. Dividends are payable in kind through the issuance of additional shares of Series A Preferred Stock for the first four dividend payments following the Issuance Date, and thereafter, in cash or in kind, or a combination of both, at the option of the Company. The Series A Preferred Stock is convertible at the option of the holders thereof at any time into shares of Common Stock at an initial conversion price of $21.50 per share and an initial conversion rate of 46.5116 shares of Common Stock per share of Series A Preferred Stock, subject to certain anti-dilution adjustments set forth in the Certificate of Designations. At any time after May 6, 2023 (the third anniversary of the Issuance Date), if the volume weighted average price of the Common Stock exceeds $43.00 per share, as may be adjusted pursuant to the Certificate of Designations, for at least 20 trading days in any period of 30 consecutive trading days, at the election of the Company, all of the Series A Preferred Stock will be convertible into the relevant number of shares of Common Stock. At any time after May 6, 2025 (the fifth anniversary of the Issuance Date), the Company may redeem some or all of the Series A Preferred Stock for a per share amount in cash equal to: (i) the sum of (x) 100% of the liquidation preference thereof, plus (y) all accrued and unpaid dividends, multiplied by (ii) (A) 105% if the redemption occurs at any time after the fifth anniversary of the Issuance Date and prior to the sixth anniversary of the Issuance Date, (B) 103% if the redemption occurs at any time after May 6, 2026 (the sixth anniversary of the Issuance Date) and prior to May 6, 2027 (the seventh anniversary of the Issuance Date), and (C) 100% if the redemption occurs at any time after May 6, 2027 (the seventh anniversary of the Issuance Date). Upon certain change of control events involving the Company, the holders of the Series A Preferred Stock must either (i) convert their shares of Series A Preferred Stock into Common Stock at the then-current conversion price or (ii) cause the Company to redeem their shares of Series A Preferred Stock for an amount in cash equal to 100% of the liquidation preference thereof plus all accrued but unpaid dividends. If any such change of control event occurs on or before May 6, 2025 (the fifth anniversary of the Issuance Date), the Company will also be required to pay the holders of the Series A Preferred Stock a “make-whole” premium of 5%. Holders of the Series A Preferred Stock are entitled to vote with the holders of the Common Stock on an as-converted basis. Holders of the Series A Preferred Stock are also entitled to a separate class vote with respect to, among other things, amendments to the Company’s organizational documents that have an adverse effect on the Series A Preferred Stock, authorization or issuances by the Company of securities that are senior to, or equal in priority with, the Series A Preferred Stock, increases or decreases in the number of authorized shares of Series A Preferred Stock, and issuances of shares of Series A Preferred Stock after the Issuance Date, other than shares issued as in-kind dividends with respect to shares of the Series A Preferred Stock issued after the Issuance Date. The following table summarizes the activity for the outstanding Series A Preferred Stock and associated carrying value for fiscal year 2020: Series A Preferred Stock Shares Carrying Value Balance, December 28, 2019 — $ — Shares issued for cash - Series A Preferred Stock, net of issuance costs 500,000 491 Shares issued as paid in kind dividend - Series A Preferred Stock 23,127 28 Balance, January 2, 2021 523,127 $ 519 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 02, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | KKR Capital Markets LLC (“KKR Capital Markets”), an affiliate of KKR, received $6 million for debt advisory services rendered in connection with the financing of the Smart Foodservice acquisition during fiscal year 2020. As reported by the administrative agent of the Initial Term Loan Facility and the 2019 Incremental Term Loan Facility (the “Term Loan Agent”), investment funds managed by an affiliate of KKR held approximately $65 million in aggregate principal amount of the Initial Term Loan Facility and the 2019 Incremental Term Loan Facility as of January 2, 2021. |
Share-Based Compensation, Commo
Share-Based Compensation, Common Stock Issuances and Common Stock | 12 Months Ended |
Jan. 02, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation, Common Stock Issuances and Common Stock | Our long-term incentive plans provide for the grant of various forms of share-based awards to our directors, officers and other eligible employees. Total compensation expense related to share-based arrangements was $40 million, $32 million and $28 million for fiscal years 2020, 2019 and 2018, respectively, and is reflected in distribution, selling and administrative costs in the Company's Consolidated Statements of Comprehensive Income. The total income tax benefit associated with share-based compensation recorded in the Company's Consolidated Statements of Comprehensive Income was $8 million, $8 million and $6 million for fiscal years 2020, 2019 and 2018, respectively. In addition, the Company sponsors an employee stock purchase plan to provide eligible employees with the opportunity to acquire shares of our common stock at 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 federal income tax purposes. The Company recorded $3 million, $4 million and $3 million of share-based compensation expense for fiscal years 2020, 2019 and 2018, respectively, associated with the employee stock purchase plan. Stock Options —Certain directors, executive officers and other eligible employees have been granted time-based stock options (the “Time-Based Options”) and performance-based options (the “Performance Options” and, together with the Time-Based Options, the “Options”) to purchase shares of our common stock. The Time-Based Options generally vest and become exercisable ratably over a period of three to four years, from the date of the grant. Share-based compensation expense related to the Time-Based Options was $10 million, $8 million and $7 million for fiscal years 2020, 2019 and 2018, respectively. The Performance Options generally vest and become exercisable ratably over a period of four years, from the date of the grant, provided that the Company achieves a predetermined financial performance condition established by the Compensation Committee of our Board of Directors for the respective award tranche. The Company recorded share-based compensation expense of $1 million for fiscal year 2018 related to the expected vesting of the Performance Options. No share-based compensation expense attributable to Performance Options was recorded in fiscal years 2019 and 2020 as a result of the performance conditions for fiscal years 2018 and 2019, respectively, not expected to be met and the Performance Options related to these performance periods were subsequently forfeited. The Options are nonqualified, with exercise prices equal to the estimated fair value of a share of common stock as of the date of the grant. Exercise prices range from $8.51 to $38.12 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 2020, 2019 and 2018 are included in the following table: 2020 2019 2018 Expected volatility 29.3 % 23.7 % 35.7 % Expected dividends — — — Risk-free interest rate 0.5 % 2.3 % 2.6 % Expected term (in years) 6.1 5.6 5.4 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. 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 2020 are presented below: Time Performance Total Weighted- Weighted- Weighted- Outstanding as of December 28, 2019 2,770,850 751,452 3,522,302 $ 10.03 $ 26.62 Granted 2,620,253 — 2,620,253 $ 3.91 $ 13.29 Exercised (122,081) (70,797) (192,878) $ 6.87 $ 16.19 Forfeited (142,114) (13,067) (155,181) $ 7.91 $ 24.01 Performance-based Forfeitures (1) — (308,759) (308,759) $ 17.65 $ 19.47 Outstanding as of January 2, 2021 5,126,908 358,829 5,485,737 $ 6.85 $ 21.10 7.7 Vested and exercisable as of January 2, 2021 1,826,067 358,829 2,184,896 $ 9.09 $ 25.83 5.8 (1) Represents the forfeiture of unvested Performance Options due to performance conditions not being met based on performance in fiscal years 2018 and 2019. The weighted-average grant date fair value of Options granted for fiscal years 2020, 2019 and 2018 was $3.91, $10.63 and $14.55, respectively. During fiscal years 2020, 2019 and 2018, Options were exercised with total intrinsic values of $3 million, $21 million and $28 million, respectively, representing the excess of fair value over the exercise price. There was $10 million of total unrecognized compensation costs related to unvested Options expected to vest as of January 2, 2021, which is expected to be recognized over a weighted-average period of two years. Restricted Stock Awards —Certain executive officers have been granted restricted stock awards (“RSAs”), some of which vest ratably over a three-year period from the date of grant (the “Time-Based RSA”) and others of which vest to the extent certain performance conditions are met (the “Performance RSAs”). The Company recorded share-based compensation expense for the Time-Based RSAs of $1 million for both fiscal years 2020 and 2019. The Performance RSAs were granted assuming the maximum level of performance and vest on the third anniversary of the grant date if specific performance conditions 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 conditions. The fair value of the Performance RSAs 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 RSAs is remeasured as of the end of each reporting period, based on management’s evaluation of whether, and to what extent, it is probable that performance conditions will be met. Share-based compensation expense for the Performance RSAs was $2 million, $3 million and $2 million for fiscal years 2020, 2019 and 2018, respectively. The summary of unvested RSAs and changes during fiscal year 2020 is presented below: Time-Based RSAs Performance RSAs Total RSAs Weighted- Average Fair Value Unvested as of December 28, 2019 116,713 682,249 798,962 $ 33.13 Granted — — — $ — Vested (38,902) (98,415) (137,317) $ 31.57 Performance adjustment (1) — (120,960) (120,960) $ 30.39 Unvested as of January 2, 2021 77,811 462,874 540,685 $ 34.14 (1) Represents an adjustment to the 2017 Performance RSAs based on the actual performance during the three-year performance period. The weighted-average grant date fair value for the RSAs granted in fiscal years 2019 and 2018 was $34.56 and $33.56, respectively. There were no RSAs granted in fiscal year 2020. There was $3 million of unrecognized compensation expense related to the RSAs as of January 2, 2021, that is expected to be recognized over a weighted average period of one year. Restricted Stock Units —Certain directors, executive officers and other eligible employees have been granted time-based restricted stock units (the “Time-Based RSUs”) and performance-based restricted stock units (the “Performance RSUs” and, collectively with the Time-Based RSUs, the “RSUs”). The Time-Based RSUs generally vest ratably over three to four years, starting on the anniversary date of the grant. For fiscal years 2020, 2019 and 2018, the Company recognized $23 million, $14 million and $12 million, respectively, in share-based compensation expense related to the Time-Based RSUs. The Performance RSUs generally vest over a three or four year period, as and to the extent predetermined performance conditions are met. 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 as of 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 $1 million, $2 million and $3 million of share-based compensation expense in fiscal years 2020, 2019 and 2018, respectively, for the Performance RSUs. A summary of RSUs outstanding and changes during fiscal year 2020 is presented below. Time-Based Performance Total Weighted- Unvested as of December 28, 2019 927,174 432,001 1,359,175 $ 33.24 Granted 2,361,332 — 2,361,332 $ 13.83 Vested (471,808) (83,235) (555,043) $ 31.85 Forfeited (124,248) (24,922) (149,170) $ 24.25 Performance adjustment (1) — (114,107) (114,107) $ 33.61 Unvested as of January 2, 2021 2,692,450 209,737 2,902,187 $ 18.16 (1) Represents an adjustment to the Performance RSUs based on actual performance during the respective three- or four-year performance period. The weighted-average grant date fair values for the RSUs granted in fiscal years 2020, 2019, and 2018 was $13.83, $35.09 and $33.48, respectively. As of January 2, 2021, there was $30 million of unrecognized compensation cost related to the RSUs that is expected to be recognized over a weighted-average period of two years. |
Leases
Leases | 12 Months Ended |
Jan. 02, 2021 | |
Leases [Abstract] | |
Operating 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 as of 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 as of 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, the associated payments 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. The Company recognizes lease expense for 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. 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 Company adopted ASU No. 2016-02, Leases (Topic 842) , on December 30, 2018, using the modified retrospective approach. The following table presents the location of the ROU assets and lease liabilities in the Company’s Consolidated Balance Sheets: Leases Consolidated Balance Sheet Location January 2, 2021 December 28, 2019 Assets Operating Other assets $ 284 $ 145 Financing Property and equipment-net (1) 316 333 Total leased assets $ 600 $ 478 Liabilities Current: Operating Accrued expenses and other current liabilities $ 44 $ 40 Financing Current portion of long-term debt 86 95 Noncurrent: Operating Other long-term liabilities 263 131 Financing Long-term debt 237 257 Total lease liabilities $ 630 $ 523 (1) Financing lease assets are recorded net of accumulated amortization of $244 million and $269 million as of January 2, 2021 and December 28, 2019. The following table presents the location of lease costs in fiscal years 2020 and 2019 in the Company's Consolidated Statements of Comprehensive Income: Lease Cost Statement of Comprehensive Income Location 2020 2019 Operating lease cost Distribution, selling and administrative costs $ 52 $ 29 Financing lease cost: Amortization of leased assets Distribution, selling and administrative costs 79 76 Interest on lease liabilities Interest expense-net 12 12 Variable lease cost Distribution, selling and administrative costs 13 6 Net lease cost $ 156 $ 123 Future lease payments under lease agreements as of January 2, 2021 were as follows: Maturity of Lease Liabilities Operating Leases Financing Lease Total 2021 $ 57 $ 94 $ 151 2022 60 73 133 2023 58 68 126 2024 39 51 90 2025 38 32 70 After 2025 175 28 203 Total lease payments 427 346 773 Less amount representing interest (120) (23) (143) Present value of lease liabilities $ 307 $ 323 $ 630 Future minimum lease payments in effect as of December 28, 2019 under noncancelable lease arrangements were as follows: Future Minimum Lease Payments Operating Financing Leases Total 2020 $ 48 $ 106 $ 154 2021 38 84 122 2022 33 62 95 2023 30 58 88 2024 12 41 53 After 2024 42 29 71 Total lease payments 203 380 583 Less amount representing interest (32) (28) (60) Present value of minimum lease payments $ 171 $ 352 $ 523 Other information related to lease agreements for fiscal years 2020 and 2019 was as follows: Cash Paid For Amounts Included In Measurement of Liabilities 2020 2019 Operating cash flows from operating leases $ 56 $ 37 Operating cash flows from financing leases 12 12 Financing cash flows from financing leases 102 90 Lease Term and Discount Rate January 2, 2021 December 28, 2019 Weighted-average remaining lease term (years): Operating leases 8.42 6.14 Financing leases 5.31 4.85 Weighted-average discount rate: Operating leases 6.6 % 4.4 % Financing leases 3.2 % 3.5 % |
Finance 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 as of 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 as of 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, the associated payments 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. The Company recognizes lease expense for 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. 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 Company adopted ASU No. 2016-02, Leases (Topic 842) , on December 30, 2018, using the modified retrospective approach. The following table presents the location of the ROU assets and lease liabilities in the Company’s Consolidated Balance Sheets: Leases Consolidated Balance Sheet Location January 2, 2021 December 28, 2019 Assets Operating Other assets $ 284 $ 145 Financing Property and equipment-net (1) 316 333 Total leased assets $ 600 $ 478 Liabilities Current: Operating Accrued expenses and other current liabilities $ 44 $ 40 Financing Current portion of long-term debt 86 95 Noncurrent: Operating Other long-term liabilities 263 131 Financing Long-term debt 237 257 Total lease liabilities $ 630 $ 523 (1) Financing lease assets are recorded net of accumulated amortization of $244 million and $269 million as of January 2, 2021 and December 28, 2019. The following table presents the location of lease costs in fiscal years 2020 and 2019 in the Company's Consolidated Statements of Comprehensive Income: Lease Cost Statement of Comprehensive Income Location 2020 2019 Operating lease cost Distribution, selling and administrative costs $ 52 $ 29 Financing lease cost: Amortization of leased assets Distribution, selling and administrative costs 79 76 Interest on lease liabilities Interest expense-net 12 12 Variable lease cost Distribution, selling and administrative costs 13 6 Net lease cost $ 156 $ 123 Future lease payments under lease agreements as of January 2, 2021 were as follows: Maturity of Lease Liabilities Operating Leases Financing Lease Total 2021 $ 57 $ 94 $ 151 2022 60 73 133 2023 58 68 126 2024 39 51 90 2025 38 32 70 After 2025 175 28 203 Total lease payments 427 346 773 Less amount representing interest (120) (23) (143) Present value of lease liabilities $ 307 $ 323 $ 630 Future minimum lease payments in effect as of December 28, 2019 under noncancelable lease arrangements were as follows: Future Minimum Lease Payments Operating Financing Leases Total 2020 $ 48 $ 106 $ 154 2021 38 84 122 2022 33 62 95 2023 30 58 88 2024 12 41 53 After 2024 42 29 71 Total lease payments 203 380 583 Less amount representing interest (32) (28) (60) Present value of minimum lease payments $ 171 $ 352 $ 523 Other information related to lease agreements for fiscal years 2020 and 2019 was as follows: Cash Paid For Amounts Included In Measurement of Liabilities 2020 2019 Operating cash flows from operating leases $ 56 $ 37 Operating cash flows from financing leases 12 12 Financing cash flows from financing leases 102 90 Lease Term and Discount Rate January 2, 2021 December 28, 2019 Weighted-average remaining lease term (years): Operating leases 8.42 6.14 Financing leases 5.31 4.85 Weighted-average discount rate: Operating leases 6.6 % 4.4 % Financing leases 3.2 % 3.5 % |
Retirement Plans
Retirement Plans | 12 Months Ended |
Jan. 02, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plans | The Company sponsors a defined benefit pension plan and 401(k) plan for eligible employees, and provides certain postretirement health and welfare benefits to eligible retirees and their dependents. Company Sponsored Defined Benefit Plans —The Company sponsors the US Foods Consolidated Defined Benefit Retirement Plan, a qualified defined benefit retirement plan (the “Retirement Plan”), that pays benefits to certain employees at the time of retirement, using actuarial formulas based upon a participant’s years of credited service and compensation. During fiscal year 2020, in connection with the Smart Foodservice acquisition, the Company assumed a defined benefit pension plan with net liabilities of approximately $19 million. This defined benefit pension plan was merged into the US Foods Consolidated Defined Benefit Retirement Plan as of December 31, 2020. The Company also maintains postretirement health and welfare plans for certain employees. Amounts related to the Retirement Plan 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 costs (credits) for the Retirement Plan the last three fiscal years were as follows: 2020 2019 2018 Components of net periodic pension benefit (credits) costs: Service cost $ 3 $ 2 $ 2 Interest cost 32 37 36 Expected return on plan assets (55) (49) (52) Amortization of net loss 1 4 3 Settlements — 12 — Net periodic pension benefit (credits) costs $ (19) $ 6 $ (11) Other postretirement benefit costs were de minimis for fiscal years 2020, 2019 and 2018. The service cost component of net periodic benefit costs (credits) is included in distribution, selling and administrative costs, while the other components of net periodic benefit costs (credits) are included in other (income) expense—net in the Company's Consolidated Statements of Comprehensive Income. The Company did not make a significant contribution to the Retirement Plan in fiscal years 2020 and 2019. The Company contributed approximately $71 million to the Retirement Plan during fiscal year 2018, of which $35 million represented an additional, voluntary contribution. During fiscal year 2019, the Company completed a voluntary lump sum settlement offer to certain terminated plan participants who held vested accrued benefits under a certain threshold amount. In addition, during fiscal year 2019, the Company completed a spin-off of liabilities associated with certain active participants with small accrued benefits and retirees into a separate plan and immediately terminated that plan. As a result of the termination of the spin-off of the plan, those participants were able to elect to receive immediate lump sum payouts, with any remaining liabilities transferred to an insurance company through the purchase of an annuity contract. Pension obligation settlement payments of $66 million related to these transactions, consisting of lump sum payments and the annuity contract premium, were paid from plan assets. The Company incurred non-cash settlement costs of $12 million in fiscal year 2019. The fiscal year 2019 settlement costs were included in other (income) expense—net in the Company's Consolidated Statements of Comprehensive Income. No non-cash settlement costs were incurred in fiscal years 2020 and 2018. 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: 2020 2019 2018 Changes recognized in accumulated other comprehensive loss: Actuarial gain $ 29 $ 44 $ 6 Amortization of net loss 1 4 3 Settlements — 12 — Net amount recognized $ 30 $ 60 $ 9 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 Retirement Plan for the last three fiscal years was as follows: Pension Benefits 2020 2019 2018 Change in benefit obligation: Benefit obligation as of beginning of year $ 903 $ 871 $ 976 Service cost 3 2 2 Interest cost 32 37 36 Actuarial loss (gain) 98 100 (97) Settlements — (84) — Benefit disbursements (45) (23) (46) Smart Foodservice assumed benefit obligations 70 — — Benefit obligation as of end of year 1,061 903 871 Change in plan assets: Fair value of plan assets as of beginning of year 923 836 851 Return on plan assets 183 193 (40) Employer contribution — 1 71 Settlements — (84) — Benefit disbursements (45) (23) (46) Smart Foodservice acquired plan assets 51 — — Fair value of plan assets as of end of year 1,112 923 836 Net funded status $ 51 $ 20 $ (35) The net funded status of the Retirement Plan for fiscal year 2020 improved from a net asset of $20 million to a net asset of $51 million, primarily due to asset returns, partially offset by a decrease in the discount rate and the merger of the Smart Foodservice pension plan. The net funded status of the Retirement Plan for fiscal year 2019 improved from a net liability of $35 million to a net asset of $20 million, primarily due to asset returns and lump sum payments made that released more benefit obligation than assets paid, partially offset by a decrease in the discount rate. The net funded status of the Retirement Plan for fiscal year 2018 improved from a net liability of $125 million to a net liability of $35 million due to an increase in the discount rate, which reduced the value of the benefit obligations, and a $71 million contribution by the Company to the Retirement Plan, partially offset by negative asset returns. The fiscal year 2020 pension benefits actuarial loss of $98 million was primarily due to a decrease in the discount rate. The fiscal year 2019 pension benefits actuarial loss of $100 million was primarily due to a decrease in the discount rate. The fiscal year 2018 pension benefits actuarial gain of $97 million was primarily due to an increase in the discount rate. Other Postretirement Plans 2020 2019 2018 Change in benefit obligation: Benefit obligation as of beginning of year $ 6 $ 6 $ 7 Benefit disbursements (1) (1) (1) Other 1 1 — Benefit obligation as of end of year 6 6 6 Change in plan assets: Fair value of plan assets as of beginning of year — — — Employer contribution 1 1 1 Benefit disbursements (1) (1) (1) Fair value of plan assets as of end of year — — — Net funded status $ (6) $ (6) $ (6) Service cost, interest cost and actuarial (gain) loss for other postretirement benefits were de minimis for fiscal years 2020, 2019 and 2018. The amounts recognized on the Company's Consolidated Balance Sheets related to the company-sponsored defined benefit plans and other postretirement benefit plans consisted of the following: Pension Benefits 2020 2019 2018 Amounts recognized in the consolidated balance sheets consist of the following: Prepaid benefit obligation—noncurrent $ 53 $ 22 $ — Accrued benefit obligation—current — — — Accrued benefit obligation—noncurrent (2) (2) (35) Net amount recognized in the consolidated balance sheets $ 51 $ 20 $ (35) Amounts recognized in accumulated other comprehensive loss consist of the following: Net loss $ 98 $ 129 $ 190 Net loss recognized in accumulated other comprehensive loss $ 98 $ 129 $ 190 Additional information: Accumulated benefit obligation $ 1,057 $ 899 $ 869 Other Postretirement Plans 2020 2019 2018 Amounts recognized in the consolidated balance sheets consist of the following: Accrued benefit obligation—current $ — $ (1) $ (1) Accrued benefit obligation—noncurrent (6) (5) (5) Net amount recognized in the consolidated balance sheets $ (6) $ (6) $ (6) Amounts recognized in accumulated other comprehensive loss consist of the following: Gain, net of prior service cost $ — $ 1 $ 1 Net gain recognized in accumulated other comprehensive loss $ — $ 1 $ 1 Additional information: Accumulated postretirement benefit obligation $ 6 $ 6 $ 6 Weighted average assumptions used to determine benefit obligations as of period-end and net pension costs for the last three fiscal years were as follows: Pension Benefits 2020 2019 2018 Benefit obligation: Discount rate 2.80 % 3.50 % 4.35 % Annual compensation increase 2.96 % 3.60 % 3.60 % Net cost: Discount rate 3.50 % 4.35 % 3.70 % Expected return on plan assets 6.00 % 6.00 % 6.00 % Annual compensation increase 3.60 % 3.60 % 3.60 % Other Postretirement Plans 2020 2019 2018 Benefit obligation—discount rate 2.80 % 3.50 % 4.35 % Net cost—discount rate 3.50 % 4.35 % 3.70 % The measurement date for the defined benefit and other postretirement benefit plans was December 31 for fiscal years 2020, 2019 and 2018. 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, 2020 are based on the Pri-2012 base mortality table with the MP-2020 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: 2020 2019 2018 Immediate rate 5.60 % 5.90 % 6.30 % Ultimate trend rate 4.50 % 4.50 % 4.50 % Year the rate reaches the ultimate trend rate 2037 2037 2037 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 US Foods, Inc. Retirement Investment Committee (the “Committee”) has authority and responsibility to oversee the investment and management of the trust (“the Trust”) which holds the assets of the Retirement Plan and has adopted an Investment Policy to provide a framework for the management of the Trust’s assets, including the objectives and long-term strategy with respect to the investment program of the Trust. Pursuant to the Investment Policy, the primary goal of investing Trust assets is to ensure that pension liabilities are met over time, and that Trust assets are invested in a manner that maximizes the probability of meeting pension liabilities. The second goal of investing Trust assets is to maximize long-term investment return consistent with a reasonable level of risk. Through consultation with its investment consultant, the Committee has developed long-term asset allocation guidelines intended to achieve investment objectives relative to projected liabilities. Based on those projections, the Committee has approved a dynamic asset allocation strategy that increases the liability-hedging assets of the Trust and decreases the return-seeking assets of the Trust as the funded ratio of the Retirement Plan improves. Based upon the funded ratio of the Retirement Plan, an asset allocation of 35% equity securities (U.S. large cap equities, U.S. small and mid-cap equities and non-U.S. equities) and 65% fixed income securities (U.S. Treasuries, STRIPs, and investment grade corporate bonds) was targeted during the Company’s fiscal year 2020. The actual mix of assets in the Trust as of January 2, 2021 consisted of 35% equity securities and 65% fixed income securities. 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 January 2, 2021 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 7 $ — $ — $ 7 Equities: Domestic 56 — — 56 International 2 — — 2 Mutual fund: International equities 29 — — 29 Long-term debt securities: Corporate debt securities: Domestic — 292 — 292 International — 36 — 36 U.S. government securities — 53 — 53 Other — 3 — 3 $ 94 $ 384 $ — 478 Common collective trust funds: Cash equivalents 11 Domestic equities 240 International equities 62 Treasury STRIPS 321 Total investments measured at net asset value as a practical expedient 634 Total defined benefit plans’ assets $ 1,112 Asset Fair Value as of December 28, 2019 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 3 $ — $ — $ 3 Equities: Domestic 46 — — 46 International 2 — — 2 Mutual fund: International equities 26 — — 26 Long-term debt securities: Corporate debt securities: Domestic — 248 — 248 International — 38 — 38 U.S. government securities — 6 — 6 Other — 2 — 2 $ 77 $ 294 $ — 371 Common collective trust funds: Cash equivalents 16 Domestic equities 193 International equities 50 Treasury STRIPS 293 Total investments measured at net asset value as a practical expedient 552 Total defined benefit plans’ assets $ 923 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 as of the December 31, 2020 and 2019 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 January 2, 2021, were as follows: Pension Benefits Other Postretirement Plans 2021 $ 50 $ — 2022 51 — 2023 52 1 2024 53 1 2025 53 1 Subsequent five years 247 2 The Company does not expect to make a significant contribution to the Retirement Plans in fiscal year 2021. Other Company Sponsored Benefit Plans —Certain employees are eligible to participate in the Company's 401(k) savings plan. The Company made employer matching contributions to the 401(k) plan of $47 million, $51 million and $47 million for fiscal years 2020, 2019 and 2018, respectively. Multiemployer Pension Plans —The Company is also required to contribute to various multiemployer pension plans under the terms of collective bargaining agreement (“CBAs”) that cover certain of its union-represented employees. These plans are jointly administered by trustees for participating employers and the applicable unions. 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 fiscal year ended January 2, 2021 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 assigned to a plan by the Internal Revenue Service. • The most recent Pension Protection Act (“PPA”) zone status available for fiscal years 2020 and 2019 is for the plan years beginning in 2019 and 2018, 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 CBAs to which the plans are subject. Pension Fund EIN/ Plan Number PPA Zone Status FIP/RP Status Pending/ Implemented Surcharge Imposed Expiration Dates 2020 2019 Minneapolis Food Distributing Industry Pension Plan 41-6047047/001 Green Green N/A No 04/01/21 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 36-6491473/001 Green Green N/A No 6/30/21 United Teamsters Trust Fund A 13-5660513/001 Yellow Yellow Implemented No 5/30/22 Warehouse Employees Local 169 and Employers Joint Pension Fund 23-6230368/001 Red Red Implemented No 2/13/22 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. Contributions (1)(2) Contributions That Exceed 5% of Total Plan Contributions (3) 2020 2019 2018 2019 2018 Pension Fund Minneapolis Food Distributing Industry Pension Plan $ 5 $ 5 $ 5 Yes Yes Teamster Pension Trust Fund of Philadelphia and Vicinity 4 4 4 No No Local 703 I.B. of T. Grocery and Food Employees’ 2 2 2 Yes Yes United Teamsters Trust Fund A 1 2 2 Yes Yes Warehouse Employees Local 169 and Employers 1 1 1 Yes Yes Other funds 31 24 21 — — $ 44 $ 38 $ 35 (1) Contributions made to these plans during the Company’s fiscal year, which may not coincide with the plans’ respective 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 $157 million as of January 2, 2021. 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 plans' funded status. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Jan. 02, 2021 | |
Earnings Per Share [Abstract] | |
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 (loss) available to common shareholders 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. The Company applies the treasury method to calculate the dilution impact of share-based awards—stock options, non-vested restricted shares with forfeitable dividend rights, restricted stock units, and employee stock purchase plan deferrals. The Company applies the if-converted method to calculate the dilution impact of the Series A convertible preferred Stock. For fiscal years 2020, 2019 and 2018, share-based awards representi ng 9 million, 2 million and 2 million u nderlying common shares, respectively, were not included in the computation because the effect would have been anti-dilutive. For fiscal year 2020, convertible preferred stock representing 15 million of underlying common shares were not included in the computation because the effect would have been anti-dilutive. The following table sets forth the computation of basic and diluted EPS: 2020 2019 2018 Numerator: Net (loss) income $ (226) $ 385 $ 407 Series A convertible preferred stock dividends 28 — — Net (loss) income available to common shareholders $ (254) $ 385 $ 407 Denominator: Weighted-average common shares outstanding 220 218 216 Effect of dilutive securities — 2 2 Effect of dilutive underlying shares of the Series A convertible preferred stock — — — Weighted-average dilutive shares outstanding 220 220 218 Net (loss) income per share: Basic $ (1.15) $ 1.77 $ 1.88 Diluted $ (1.15) $ 1.75 $ 1.87 |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss | 12 Months Ended |
Jan. 02, 2021 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Loss | The following table presents changes in accumulated other comprehensive loss, by component, for the last three fiscal years: 2020 2019 2018 Accumulated other comprehensive loss components Retirement benefit obligations: Balance as of beginning of year (1) $ (52) $ (97) $ (103) Other comprehensive income before reclassifications 29 44 6 Reclassification adjustments: Amortization of net loss (2) (3) 1 4 3 Settlements (2) (3) — 12 — Total before income tax 30 60 9 Income tax provision 7 15 3 Current year comprehensive income, net of tax 23 45 6 Balance as of end of year (1) $ (29) $ (52) $ (97) Interest rate swaps: Balance as of beginning of year (1) $ (2) $ 13 $ 8 Change in fair value of interest rate swaps (11) (14) 10 Amounts reclassified to interest expense 6 (6) (3) Total before income tax (5) (20) 7 Income tax (benefit) provision (2) (5) 2 Current year comprehensive (loss) income, net of tax (3) (15) 5 Balance as of end of year (1) $ (5) $ (2) $ 13 Accumulated other comprehensive loss as of end of year (1) $ (34) $ (54) $ (84) (1) Amounts are presented net of tax. (2) Included in the computation of net periodic benefit costs. See Note 20, Retirement Plans, for additional information. (3) Included in other (income) expense—net in the Company's Consolidated Statements of Comprehensive Income. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 02, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | The income tax (benefit) provision for the fiscal years 2020, 2019 and 2018 consisted of the following: 2020 2019 2018 Current: Federal $ (20) $ 102 $ 32 State 3 17 12 Current income tax (benefit) provision (17) 119 44 Deferred: Federal (39) (6) 31 State (12) 13 14 Deferred income tax (benefit) provision (51) 7 45 Total income tax (benefit) provision $ (68) $ 126 $ 89 The Company’s effective income tax rates for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018 were 23.0%, 25.0% and 18.0%, respectively. The determination of the Company’s overall effective income tax rate requires the use of estimates. The effective income 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 income in each jurisdiction. Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and the Company’s effective income tax rate in the future. The reconciliation of the provision (benefit) for income taxes at the U.S. federal statutory income tax rate of 21% to the Company’s income tax provision (benefit) for the fiscal years 2020, 2019 and 2018 is shown below: 2020 2019 2018 Federal income taxes computed at statutory rate $ (62) $ 107 $ 104 State income taxes, net of federal income tax benefit (10) 24 20 Stock-based compensation 1 (4) (6) Non-deductible expenses 7 4 3 Change in the valuation allowance for deferred tax assets (1) 6 1 Net operating loss expirations 3 — 3 Tax credits (3) (10) (6) Change in unrecognized tax benefits (3) (1) (21) Change in U.S. federal statutory tax rate — — (8) Other — — (1) Total income tax (benefit) provision $ (68) $ 126 $ 89 Temporary differences and carryforwards that created significant deferred tax assets and liabilities were as follows: January 2, 2021 December 28, 2019 Deferred tax assets: Operating lease liabilities $ 71 $ 38 Workers’ compensation, general and fleet liabilities 40 36 Financing lease and other long term liabilities 78 90 Net operating loss carryforwards 64 64 Other deferred tax assets 100 63 Total gross deferred tax assets 353 291 Less valuation allowance (35) (36) Total net deferred tax assets 318 255 Deferred tax liabilities: Property and equipment (201) (221) Operating lease assets (70) (37) Inventories (21) (35) Intangibles (274) (259) Other deferred tax liabilities (21) (11) Total deferred tax liabilities (587) (563) Net deferred tax liability $ (269) $ (308) The net deferred tax liabilities presented in the Company's Consolidated Balance Sheets were as follows: January 2, 2021 December 28, 2019 Noncurrent deferred tax assets $ 1 $ — Noncurrent deferred tax liability (270) (308) Net deferred tax liability $ (269) $ (308) The Company had tax affected state net operating loss carryforwards of $64 million as of January 2, 2021. The Company’s net operating loss carryforwards expire as follows: State 2021-2025 $ 33 2026-2030 17 2031-2035 7 2036-2040 5 Indefinite 2 $ 64 The Company also has state credit carryforwards of $21 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. The Company maintained a valuation allowance on certain state net operating loss and tax credit carryforwards expected to expire unutilized as a result of insufficient forecasted taxable income in the carryforward period or the utilization of which is subject to limitation. A summary of the activity in the valuation allowance for the fiscal years 2020, 2019 and 2018 is as follows: 2020 2019 2018 Balance as of beginning of year $ 36 $ 30 29 (Benefit) expense recognized (1) 6 1 Balance as of end of year $ 35 $ 36 $ 30 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 2020, 2019, and 2018 was as follows: Balance as of 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 as of December 29, 2018 40 Decreases due to lapses of statute of limitations (1) Balance as of December 28, 2019 39 Gross increases due to positions taken in prior years 3 Decreases due to lapses of statute of limitations (1) Decreases due to changes in tax rates (5) Positions assumed in business acquisition 3 Balance as of January 2, 2021 $ 39 The Company does not expect the liability for unrecognized tax benefits to change significantly in the next 12 months. Included in the balance of unrecognized tax benefits as of the end of fiscal years 2020, 2019 and 2018 was $34 million, $35 million and $36 million, respectively, of tax benefits that, if recognized, would affect the effective income 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 $7 million and $5 million as of January 2, 2021 and December 28, 2019, respectively. The Company files U.S. federal and state income tax returns in jurisdictions with varying statutes of limitations. Our 2007 through 2019 U.S. federal income tax years, and various state income tax years from 2000 through 2019, 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 |
Jan. 02, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
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. The Company had $1,530 million of purchase orders and purchase contract commitments as of January 2, 2021 to be purchased in fiscal year 2021 and $79 million of information technology commitments through August 2025 that are not recorded in the Company's Consolidated Balance Sheets. To minimize fuel price risk, the Company enters into forward purchase commitments for a portion of its projected diesel fuel requirements. The Company had diesel fuel forward purchase commitments totaling $53 million through December 2021, as of January 2, 2021. Additionally, the Company had electricity forward purchase commitments totaling $5 million through November 2023, as of January 2, 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. Legal Proceedings —The Company is subject 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 settle one or more of these proceedings or could be required to make expenditures, in excess of the established provisions, in amounts that cannot be reasonably estimated. However, the Company, at present, believes that the ultimate outcome 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 |
Jan. 02, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
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 are restricted from being transferred to US Foods in the form of loans, advances or dividends with the exception of income tax payments, share-based compensation settlements and minor administrative costs. USF had $1.3 billion of restricted payment capacity under these covenants, and approximately $2.8 billion of its net assets were restricted after taking into consideration the net deferred tax assets and intercompany balances that eliminate in consolidation, as of January 2, 2021. See Note 18, 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) January 2, 2021 December 28, 2019 ASSETS Investment in subsidiary $ 4,050 $ 3,715 Total assets $ 4,050 $ 3,715 LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY Deferred tax liabilities $ 1 $ 1 Other liabilities — 5 Total liabilities 1 6 Commitments and Contingencies (Note 24) Mezzanine equity: Series A convertible preferred stock, $0.01 par value—25 shares authorized; 519 — Shareholders’ Equity Common stock, $0.01 par value—600 shares authorized; 221 and 220 issued and outstanding as of January 2, 2021 and December 28, 2019, respectively 2 2 Additional paid-in capital 2,901 2,845 Retained earnings 661 916 Accumulated other comprehensive loss (34) (54) Total shareholders’ equity 3,530 3,709 Total liabilities, mezzanine equity and shareholders’ equity $ 4,050 $ 3,715 Condensed Parent Company Statements of Comprehensive Income Fiscal Years Ended January 2, 2021 December 28, 2019 December 29, 2018 Loss before income taxes $ — $ — $ — Income tax benefit (5) — (31) Income before equity in net earnings of subsidiary 5 — 31 Equity in net earnings of subsidiary (231) 385 376 Net (loss) income (226) 385 407 Other comprehensive income—net of tax: Changes in retirement benefit obligations 23 45 6 Unrecognized (loss) gain on interest rate swaps (3) (15) 5 Comprehensive (loss) income $ (206) $ 415 $ 418 Net (loss) income $ (226) $ 385 $ 407 Series A convertible preferred stock dividends 28 — — Net (loss) income available to common shareholders $ (254) $ 385 $ 407 Condensed Parent Company Statements of Cash Flows Fiscal Years Ended January 2, 2021 December 28, 2019 December 29, 2018 Cash flows from operating activities: Net (loss) income $ (226) $ 385 $ 407 Adjustments to reconcile net income to net cash provided by operating activities: Equity in net earnings of subsidiary 231 (385) (376) Deferred income tax benefit — — (23) Changes in operating assets and liabilities: Decrease in accrued expenses and other liabilities (5) — (8) Net cash used in operating activities — — — Cash flows from investing activities: Investment in subsidiary (491) — — Net cash used in investing activities (491) — — Cash flows from financing activities: Net proceeds from issuance of Series A convertible preferred stock 491 — — Net cash provided by financing activities 491 — — Net increase in cash, cash equivalents and restricted cash — — — Cash, cash equivalents and restricted cash—beginning of year — — — Cash, cash equivalents and restricted cash—end of year $ — $ — $ — |
Business Information
Business Information | 12 Months Ended |
Jan. 02, 2021 | |
Segment Reporting [Abstract] | |
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 U.S. 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 facilities and operations. The Company’s distribution facilities form a single network to reach its customers; it is common for a single customer to make purchases from several different distribution facilities. 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 2020, 2019 and 2018. However, customers who are members of one group purchasing organization accounted, in the aggregate, for approximately 13% of the Company's consolidated net sales in fiscal years 2020, 2019, and 2018. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 02, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Unsecured Notes Offering —On February 4, 2021, USF completed a private offering of $900 million aggregate principal amount of Unsecured Senior Notes due 2029. The initial offering price to investors was 100% of the principal amount thereof. The Unsecured Notes due 2029 bear interest at a rate of 4.75% per annum and will mature on February 15, 2029. On or after February 15, 2024, the Unsecured Notes due 2029 are redeemable, at USF’s option, in whole or in part at a price of 102.375% of the remaining principal, plus accrued and unpaid interest, if any, to the redemption date. On or after February 15, 2025 and February 15, 2026, the optional redemption price for the Unsecured Notes due 2029 declines to 101.188% and 100.000%, respectively, of the remaining principal amount, plus accrued and unpaid interest, if any, to the redemption date. USF used the proceeds of the Unsecured Senior Notes due 2029, together with cash on hand, to redeem all of the then outstanding Unsecured Senior Notes due 2024 and repay all of the then outstanding borrowings under the 2020 Incremental Term Loan Facility and to pay related fees and expenses. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 02, 2021 | |
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 U.S. (“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 as of 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 an original 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 performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information. Collections and payments from customers are continuously monitored. The Company evaluates the collectability of its accounts receivable and determines the appropriate allowance for doubtful accounts based on a combination of factors. The Company maintains an allowance for doubtful accounts, which is based upon historical experience, future expected losses, as well as specific customer collection issues that have been identified. 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. Additionally, during fiscal year 2020, the Company recorded an additional allowance for doubtful accounts due to the impact of the COVID-19 pandemic on our business. |
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 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 and retail 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. |
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 3 to 40 years. Property and equipment under financing 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 vacant land and closed facilities actively marketed for sale. If an asset’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 resulting from restructuring activities are recorded as a component of restructuring costs and asset impairment charges 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 includes the cost of acquired businesses in excess of the fair value of the tangible and other intangible net assets acquired. Other intangible assets include customer relationships, amortizable trade names, 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, but are subject to impairment assessments as described below. 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 as of 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. All goodwill is assigned to the consolidated Company as the reporting unit. Impairments are recorded as a component of restructuring costs and asset impairment charges 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. |
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 primarily self-insured for group medical claims not covered under multiemployer health plans covering certain of our union-represented employees. 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 current liabilities and other long-term liabilities in the Company's Consolidated Balance Sheets. |
Share-Based Compensation | Share-Based Compensation —The Company measures compensation expense for stock-based awards at fair value as of 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 |
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, $1.8 billion, and $1.7 billion in fiscal years 2020, 2019 and 2018, respectively. |
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 (benefit) 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 Sheets 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. |
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. The account balances at these institutions may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage, and as a result, there may be a concentration of risk related to amounts invested in excess of FDIC insurance coverage. Credit risk related to accounts receivable is dispersed across a significantly large number of customers located throughout the U.S. 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 as of January 2, 2021. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
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 each of the Company’s principal product categories: 2020 2019 2018 Meats and seafood $ 8,131 $ 9,313 $ 8,635 Dry grocery products 3,931 4,427 4,239 Refrigerated and frozen grocery products 3,583 4,253 3,898 Dairy 2,394 2,685 2,520 Equipment, disposables and supplies 2,455 2,483 2,298 Beverage products 1,186 1,403 1,315 Produce 1,205 1,375 1,270 Total Net sales $ 22,885 $ 25,939 $ 24,175 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Business Acquisition [Line Items] | |
Pro Forma Information | The following table presents the Company’s unaudited pro forma consolidated net sales, net income and earnings per share (“EPS”) for fiscal years 2020, 2019 and 2018. The unaudited pro forma financial information presents the combined results of operations as if the acquisitions and related financings of Smart Foodservice and the Food Group had occurred as of December 30, 2018 and December 31, 2017, respectively, which dates represent the first day of the Company’s fiscal year prior to their respective acquisition dates. 2020 2019 2018 (Unaudited) Pro forma net sales $ 23,258 $ 29,141 $ 26,985 Pro forma net income $ (225) $ 420 $ 397 Pro forma net income per share: Basic $ (1.02) $ 1.92 $ 1.84 Diluted $ (1.02) $ 1.91 $ 1.82 |
Divested Entities Pro Forma Information | The unaudited pro forma financial information for all periods presented above excludes the results of operations related to the Divested Assets, as the results of operations related to the Divested Assets were reflected as discontinued operations. Unaudited pro forma net sales, net income and net income per share related to the Divested Assets for fiscal years 2019 and 2018: 2019 2018 (Unaudited) Pro forma net sales $ 392 $ 516 Pro forma net income $ 5 $ 13 Pro forma income per share: Basic $ 0.03 $ 0.06 Diluted $ 0.02 $ 0.06 |
Smart Foodservice [Member] | |
Business Acquisition [Line Items] | |
Purchase Price Allocation | The following table summarizes the preliminary purchase price allocation recognized for the Smart Foodservice acquisition based upon preliminary estimates of the fair value of assets acquired and liabilities assumed. The preliminary purchase price allocation is subject to further adjustment as additional information becomes available and final valuations are completed. There can be no assurances that these final valuations and additional analyses and studies will not result in significant changes to the preliminary estimates of fair value set forth below. Adjustments to the preliminary purchase price allocation recorded in fiscal year 2020 were immaterial to the Company's consolidated financial statements. Preliminary Purchase Price Allocation Accounts receivable $ 5 Inventories 43 Other current assets 23 Property and equipment 84 Goodwill (1) 907 Other intangibles (2) 14 Other assets 130 Accounts payable (38) Accrued expenses and other current liabilities (31) Deferred income taxes (5) Other long-term liabilities, including financing leases (160) Cash paid for acquisition $ 972 (1) Goodwill recognized is primarily attributable to intangible assets that do not qualify for separate recognition, as well as expected synergies from the combined company. The acquired goodwill is not deductible for U.S. federal income tax purposes. (2) Other intangibles consist of a trade name of $14 million with an estimated useful life of approximately 1 year. |
Food Group | |
Business Acquisition [Line Items] | |
Purchase Price Allocation | The following table summarizes the final purchase price allocation for the acquisition of Food Group as of September 13, 2019. Adjustments to the preliminary purchase price allocation were immaterial to the Company's consolidated financial statements. Purchase Price Allocation Accounts receivable $ 145 Inventories 165 Assets of discontinued operations 130 Other current assets 7 Property and equipment 210 Goodwill (1) 764 Other intangibles (2) 695 Other assets 47 Accounts payable (200) Accrued expenses and other current liabilities (69) Liabilities of discontinued operations (19) Other long-term liabilities, including financing leases (43) Cash paid for acquisition $ 1,832 (1) Goodwill recognized is primarily attributable to intangible assets that do not qualify for separate recognition, as well as expected synergies from the combined company. The acquired goodwill is deductible for U.S. federal income tax purposes. (2) Other intangibles consist of customer relationships of $656 million with estimated useful lives of 15 years and indefinite-lived brand names and trademarks of $39 million. |
Restricted Cash (Tables)
Restricted Cash (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted cash primarily consists of cash on deposit with financial institutions as collateral for certain letters of credit. Cash, cash equivalents and restricted cash as presented in the Company's Consolidated Statements of Cash Flows as of January 2, 2021 and December 28, 2019 consisted of the following: January 2, 2021 December 28, 2019 Cash and cash equivalents $ 828 $ 90 Restricted cash—included in other assets — 8 Total cash, cash equivalents and restricted cash $ 828 $ 98 |
Allowance for Doubtful Accoun_2
Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
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: 2020 2019 2018 Balance as of beginning of year $ 30 $ 29 $ 26 Charged to costs and expenses 63 21 17 Adoption of ASU 2016-13 (see Note 3) 1 — — Customer accounts written off—net of recoveries (27) (20) (14) Balance as of end of year $ 67 $ 30 $ 29 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | The changes in assets held for sale for fiscal years 2020 and 2019 were as follows: 2020 2019 Balance as of beginning of year $ 1 $ 7 Transfers in 24 — Assets sold (24) (6) Balance as of end of the year $ 1 $ 1 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment as of January 2, 2021 and December 28, 2019 consisted of the following: January 2, 2021 December 28, 2019 Range of Useful Lives Land $ 365 $ 378 Buildings and building improvements 1,471 1,411 10–40 years Transportation equipment 1,181 1,137 5–10 years Warehouse equipment 501 481 5–12 years Office equipment, furniture and software 961 867 3–7 years Construction in process 108 99 4,587 4,373 Less accumulated depreciation and amortization (2,566) (2,298) Property and equipment—net $ 2,021 $ 2,075 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Other Intangibles, Net | Goodwill and other intangibles—net consisted of the following: January 2, 2021 December 28, 2019 Goodwill $ 5,637 $ 4,728 Other intangibles—net Customer relationships—amortizable: Gross carrying amount $ 725 $ 789 Accumulated amortization (119) (115) Net carrying value 606 674 Trade names—amortizable: Gross carrying amount 15 $ — Accumulated amortization (11) — Net carrying value 4 — Noncompete agreements—amortizable: Gross carrying amount 3 3 Accumulated amortization (2) (2) Net carrying value 1 1 Brand names and trademarks—not amortizing 281 292 Total other intangibles—net $ 892 $ 967 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
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 January 2, 2021 and December 28, 2019, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows: January 2, 2021 Level 1 Level 2 Level 3 Total Assets Money market funds $ 696 $ — $ — $ 696 Liabilities Interest rate swaps $ — $ 5 $ — $ 5 December 28, 2019 Level 1 Level 2 Level 3 Total Liabilities Interest rate swaps $ — $ 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 as of January 2, 2021 and December 28, 2019 : Fair Value Balance Sheet Location January 2, 2021 December 28, 2019 Derivatives designated as hedging instruments Interest rate swaps Accrued expenses and $ 5 $ — Interest rate swaps Other long-term liabilities — 1 Total liabilities $ 5 $ 1 |
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 for the fiscal years ended January 2, 2021, December 28, 2019 , and December 29, 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) Loss Reclassified from Accumulated Other Comprehensive Loss to Income, net of tax For the fiscal year ended January 2, 2021 Interest rate swaps $ (8) Interest expense—net $ 5 For the fiscal year ended December 28, 2019 Interest rate swaps $ (10) Interest expense—net $ (5) For the fiscal year ended December 29, 2018 Interest rate swaps $ 7 Interest expense—net $ (2) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Debt Disclosure [Abstract] | |
Components of Total Debt | Total debt consisted of the following: Debt Description Maturity Interest Rate as of January 2, 2021 Carrying Value as of January 2, 2021 Carrying Value as of December 28, 2019 ABL Facility May 31, 2024 — $ — $ — ABS Facility (1) — — — 190 Initial Term Loan Facility (net of $3 and $4 of unamortized deferred financing costs, respectively) June 27, 2023 1.90% 2,098 2,125 2019 Incremental Term Loan Facility (net of $30 and $35 September 13, 2026 2.15% 1,451 1,465 2020 Incremental Term Loan Facility (net of $11 of April 24, 2025 4.25% 284 — Senior Secured Notes (net of $13 of unamortized deferred financing costs) April 15, 2025 6.25% 987 — Unsecured Senior Notes due 2024 (net of $3 and $4 of unamortized deferred financing costs, respectively) June 15, 2024 5.88% 597 596 Obligations under financing leases 2021–2030 1.63% - 6.17% 323 352 Other debt 2021–2031 5.75% - 9.00% 8 8 Total debt 5,748 4,736 Current portion of long-term debt (131) (142) Long-term debt $ 5,617 $ 4,594 (1) The ABS Facility was paid in full on May 1, 2020 and subsequently terminated as further discussed below. |
Principal Payments on Outstanding Debt | Principal payments to be made on outstanding debt, exclusive of deferred financing costs, as of January 2, 2021, were as follows: 2021 $ 131 2022 116 2023 2,151 2024 679 2025 1,290 Thereafter 1,441 $ 5,808 |
Accrued Expenses and Other Lo_2
Accrued Expenses and Other Long-Term Liabilities (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Long-Term Liabilities | Accrued expenses and other long-term liabilities consisted of the following: January 2, 2021 December 28, 2019 Accrued expenses and other current liabilities: Salary, wages and bonus expenses $ 105 $ 172 Operating expenses 64 75 Workers’ compensation, general and fleet liability 43 44 Group medical liability 26 25 Customer rebates and other selling expenses 89 105 Property and sales tax 44 37 Operating lease liability 44 40 Interest payable 18 14 Other 64 26 Total accrued expenses and other current liabilities $ 497 $ 538 Other long-term liabilities: Workers’ compensation, general and fleet liability $ 132 $ 121 Operating lease liability 263 131 Accrued pension and other postretirement benefit obligations 8 7 Uncertain tax positions 33 33 Other 69 23 Total Other long-term liabilities $ 505 $ 315 |
Summary of Self-Insurance Liability Activity | This table summarizes self-insurance liability activity for the last three fiscal years: 2020 2019 2018 Balance as of beginning of the year $ 165 $ 159 $ 170 Charged to costs and expenses 83 80 56 Acquisition 3 17 — Reinsurance recoverable 2 — 7 Payments (78) (91) (74) Balance as of end of the year $ 175 $ 165 $ 159 Discount rate 0.15 % 1.58 % 2.50 % |
Estimated Future Payments for Self-Insured Liabilities | Estimated future payments for self-insured liabilities are as follows: 2021 $ 43 2022 33 2023 18 2024 13 2025 10 Thereafter 59 Total self-insured liability 176 Less amount representing interest (1) Present value of self-insured liability $ 175 |
Restructuring Liabilities (Tabl
Restructuring Liabilities (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Restructuring and Related Activities [Abstract] | |
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 December 30, 2017 $ 4 $ 1 $ 5 Current period costs 1 — 1 Payments, net (4) — (4) Balance as of December 29, 2018 1 1 2 Current period costs — — — Payments, net — (1) (1) Balance at December 28, 2019 1 $ — $ 1 Current period costs 27 3 30 Payments, net (27) (2) (29) Balance as of January 2, 2021 $ 1 $ 1 $ 2 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Convertible Preferred Stock [Abstract] | |
Preferred Stock | The following table summarizes the activity for the outstanding Series A Preferred Stock and associated carrying value for fiscal year 2020: Series A Preferred Stock Shares Carrying Value Balance, December 28, 2019 — $ — Shares issued for cash - Series A Preferred Stock, net of issuance costs 500,000 491 Shares issued as paid in kind dividend - Series A Preferred Stock 23,127 28 Balance, January 2, 2021 523,127 $ 519 |
Share-Based Compensation, Com_2
Share-Based Compensation, Common Stock Issuances and Common Stock (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Weighted-Average Assumptions for Options Granted | The weighted-average assumptions for Options granted in fiscal years 2020, 2019 and 2018 are included in the following table: 2020 2019 2018 Expected volatility 29.3 % 23.7 % 35.7 % Expected dividends — — — Risk-free interest rate 0.5 % 2.3 % 2.6 % Expected term (in years) 6.1 5.6 5.4 |
Summary of Options Outstanding | The summary of Options outstanding and changes during fiscal year 2020 are presented below: Time Performance Total Weighted- Weighted- Weighted- Outstanding as of December 28, 2019 2,770,850 751,452 3,522,302 $ 10.03 $ 26.62 Granted 2,620,253 — 2,620,253 $ 3.91 $ 13.29 Exercised (122,081) (70,797) (192,878) $ 6.87 $ 16.19 Forfeited (142,114) (13,067) (155,181) $ 7.91 $ 24.01 Performance-based Forfeitures (1) — (308,759) (308,759) $ 17.65 $ 19.47 Outstanding as of January 2, 2021 5,126,908 358,829 5,485,737 $ 6.85 $ 21.10 7.7 Vested and exercisable as of January 2, 2021 1,826,067 358,829 2,184,896 $ 9.09 $ 25.83 5.8 (1) Represents the forfeiture of unvested Performance Options due to performance conditions not being met based on performance in fiscal years 2018 and 2019. |
Summary of Nonvested Restricted Shares | A summary of RSUs outstanding and changes during fiscal year 2020 is presented below. Time-Based Performance Total Weighted- Unvested as of December 28, 2019 927,174 432,001 1,359,175 $ 33.24 Granted 2,361,332 — 2,361,332 $ 13.83 Vested (471,808) (83,235) (555,043) $ 31.85 Forfeited (124,248) (24,922) (149,170) $ 24.25 Performance adjustment (1) — (114,107) (114,107) $ 33.61 Unvested as of January 2, 2021 2,692,450 209,737 2,902,187 $ 18.16 (1) Represents an adjustment to the Performance RSUs based on actual performance during the respective three- or four-year performance period. |
Performance Shares | |
Summary of Nonvested Restricted Shares | The summary of unvested RSAs and changes during fiscal year 2020 is presented below: Time-Based RSAs Performance RSAs Total RSAs Weighted- Average Fair Value Unvested as of December 28, 2019 116,713 682,249 798,962 $ 33.13 Granted — — — $ — Vested (38,902) (98,415) (137,317) $ 31.57 Performance adjustment (1) — (120,960) (120,960) $ 30.39 Unvested as of January 2, 2021 77,811 462,874 540,685 $ 34.14 (1) Represents an adjustment to the 2017 Performance RSAs based on the actual performance during the three-year performance period. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Leases [Abstract] | |
Components of leases | The following table presents the location of the ROU assets and lease liabilities in the Company’s Consolidated Balance Sheets: Leases Consolidated Balance Sheet Location January 2, 2021 December 28, 2019 Assets Operating Other assets $ 284 $ 145 Financing Property and equipment-net (1) 316 333 Total leased assets $ 600 $ 478 Liabilities Current: Operating Accrued expenses and other current liabilities $ 44 $ 40 Financing Current portion of long-term debt 86 95 Noncurrent: Operating Other long-term liabilities 263 131 Financing Long-term debt 237 257 Total lease liabilities $ 630 $ 523 (1) Financing lease assets are recorded net of accumulated amortization of $244 million and $269 million as of January 2, 2021 and December 28, 2019. The following table presents the location of lease costs in fiscal years 2020 and 2019 in the Company's Consolidated Statements of Comprehensive Income: Lease Cost Statement of Comprehensive Income Location 2020 2019 Operating lease cost Distribution, selling and administrative costs $ 52 $ 29 Financing lease cost: Amortization of leased assets Distribution, selling and administrative costs 79 76 Interest on lease liabilities Interest expense-net 12 12 Variable lease cost Distribution, selling and administrative costs 13 6 Net lease cost $ 156 $ 123 |
Schedule of future finance lease payments | Future lease payments under lease agreements as of January 2, 2021 were as follows: Maturity of Lease Liabilities Operating Leases Financing Lease Total 2021 $ 57 $ 94 $ 151 2022 60 73 133 2023 58 68 126 2024 39 51 90 2025 38 32 70 After 2025 175 28 203 Total lease payments 427 346 773 Less amount representing interest (120) (23) (143) Present value of lease liabilities $ 307 $ 323 $ 630 |
Schedule of future operating lease payments | Future lease payments under lease agreements as of January 2, 2021 were as follows: Maturity of Lease Liabilities Operating Leases Financing Lease Total 2021 $ 57 $ 94 $ 151 2022 60 73 133 2023 58 68 126 2024 39 51 90 2025 38 32 70 After 2025 175 28 203 Total lease payments 427 346 773 Less amount representing interest (120) (23) (143) Present value of lease liabilities $ 307 $ 323 $ 630 |
Schedule of future capital lease payments | Future minimum lease payments in effect as of December 28, 2019 under noncancelable lease arrangements were as follows: Future Minimum Lease Payments Operating Financing Leases Total 2020 $ 48 $ 106 $ 154 2021 38 84 122 2022 33 62 95 2023 30 58 88 2024 12 41 53 After 2024 42 29 71 Total lease payments 203 380 583 Less amount representing interest (32) (28) (60) Present value of minimum lease payments $ 171 $ 352 $ 523 |
Schedule of future operating lease payments | Future minimum lease payments in effect as of December 28, 2019 under noncancelable lease arrangements were as follows: Future Minimum Lease Payments Operating Financing Leases Total 2020 $ 48 $ 106 $ 154 2021 38 84 122 2022 33 62 95 2023 30 58 88 2024 12 41 53 After 2024 42 29 71 Total lease payments 203 380 583 Less amount representing interest (32) (28) (60) Present value of minimum lease payments $ 171 $ 352 $ 523 |
Schedule of other information related to lease agreements | Other information related to lease agreements for fiscal years 2020 and 2019 was as follows: Cash Paid For Amounts Included In Measurement of Liabilities 2020 2019 Operating cash flows from operating leases $ 56 $ 37 Operating cash flows from financing leases 12 12 Financing cash flows from financing leases 102 90 Lease Term and Discount Rate January 2, 2021 December 28, 2019 Weighted-average remaining lease term (years): Operating leases 8.42 6.14 Financing leases 5.31 4.85 Weighted-average discount rate: Operating leases 6.6 % 4.4 % Financing leases 3.2 % 3.5 % |
Retirement Plans (Tables)
Retirement Plans (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Retirement Benefits [Abstract] | |
Components of Net Periodic Pension and Other Postretirement Benefit Costs | The components of net periodic pension benefit costs (credits) for the Retirement Plan the last three fiscal years were as follows: 2020 2019 2018 Components of net periodic pension benefit (credits) costs: Service cost $ 3 $ 2 $ 2 Interest cost 32 37 36 Expected return on plan assets (55) (49) (52) Amortization of net loss 1 4 3 Settlements — 12 — Net periodic pension benefit (credits) costs $ (19) $ 6 $ (11) |
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: 2020 2019 2018 Changes recognized in accumulated other comprehensive loss: Actuarial gain $ 29 $ 44 $ 6 Amortization of net loss 1 4 3 Settlements — 12 — Net amount recognized $ 30 $ 60 $ 9 |
Funded Status of the Defined Benefit Plans | The funded status of the Retirement Plan for the last three fiscal years was as follows: Pension Benefits 2020 2019 2018 Change in benefit obligation: Benefit obligation as of beginning of year $ 903 $ 871 $ 976 Service cost 3 2 2 Interest cost 32 37 36 Actuarial loss (gain) 98 100 (97) Settlements — (84) — Benefit disbursements (45) (23) (46) Smart Foodservice assumed benefit obligations 70 — — Benefit obligation as of end of year 1,061 903 871 Change in plan assets: Fair value of plan assets as of beginning of year 923 836 851 Return on plan assets 183 193 (40) Employer contribution — 1 71 Settlements — (84) — Benefit disbursements (45) (23) (46) Smart Foodservice acquired plan assets 51 — — Fair value of plan assets as of end of year 1,112 923 836 Net funded status $ 51 $ 20 $ (35) |
Schedule of Net Funded Status [Table Text Block] | Other Postretirement Plans 2020 2019 2018 Change in benefit obligation: Benefit obligation as of beginning of year $ 6 $ 6 $ 7 Benefit disbursements (1) (1) (1) Other 1 1 — Benefit obligation as of end of year 6 6 6 Change in plan assets: Fair value of plan assets as of beginning of year — — — Employer contribution 1 1 1 Benefit disbursements (1) (1) (1) Fair value of plan assets as of end of year — — — Net funded status $ (6) $ (6) $ (6) |
Schedule of Amounts in Accumulated Other Comprehensive Income (Loss) to be Recognized over Next Fiscal Year [Table Text Block] | Pension Benefits 2020 2019 2018 Amounts recognized in the consolidated balance sheets consist of the following: Prepaid benefit obligation—noncurrent $ 53 $ 22 $ — Accrued benefit obligation—current — — — Accrued benefit obligation—noncurrent (2) (2) (35) Net amount recognized in the consolidated balance sheets $ 51 $ 20 $ (35) Amounts recognized in accumulated other comprehensive loss consist of the following: Net loss $ 98 $ 129 $ 190 Net loss recognized in accumulated other comprehensive loss $ 98 $ 129 $ 190 Additional information: Accumulated benefit obligation $ 1,057 $ 899 $ 869 Other Postretirement Plans 2020 2019 2018 Amounts recognized in the consolidated balance sheets consist of the following: Accrued benefit obligation—current $ — $ (1) $ (1) Accrued benefit obligation—noncurrent (6) (5) (5) Net amount recognized in the consolidated balance sheets $ (6) $ (6) $ (6) Amounts recognized in accumulated other comprehensive loss consist of the following: Gain, net of prior service cost $ — $ 1 $ 1 Net gain recognized in accumulated other comprehensive loss $ — $ 1 $ 1 Additional information: Accumulated postretirement benefit obligation $ 6 $ 6 $ 6 |
Assumptions to Determine Benefit Obligations at Period-end and Net Pension Costs | Weighted average assumptions used to determine benefit obligations as of period-end and net pension costs for the last three fiscal years were as follows: Pension Benefits 2020 2019 2018 Benefit obligation: Discount rate 2.80 % 3.50 % 4.35 % Annual compensation increase 2.96 % 3.60 % 3.60 % Net cost: Discount rate 3.50 % 4.35 % 3.70 % Expected return on plan assets 6.00 % 6.00 % 6.00 % Annual compensation increase 3.60 % 3.60 % 3.60 % Other Postretirement Plans 2020 2019 2018 Benefit obligation—discount rate 2.80 % 3.50 % 4.35 % Net cost—discount rate 3.50 % 4.35 % 3.70 % |
Assumed Health Care Trend Rates | The assumed healthcare trend rates for the last three fiscal years were as follows: 2020 2019 2018 Immediate rate 5.60 % 5.90 % 6.30 % 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 January 2, 2021 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 7 $ — $ — $ 7 Equities: Domestic 56 — — 56 International 2 — — 2 Mutual fund: International equities 29 — — 29 Long-term debt securities: Corporate debt securities: Domestic — 292 — 292 International — 36 — 36 U.S. government securities — 53 — 53 Other — 3 — 3 $ 94 $ 384 $ — 478 Common collective trust funds: Cash equivalents 11 Domestic equities 240 International equities 62 Treasury STRIPS 321 Total investments measured at net asset value as a practical expedient 634 Total defined benefit plans’ assets $ 1,112 Asset Fair Value as of December 28, 2019 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 3 $ — $ — $ 3 Equities: Domestic 46 — — 46 International 2 — — 2 Mutual fund: International equities 26 — — 26 Long-term debt securities: Corporate debt securities: Domestic — 248 — 248 International — 38 — 38 U.S. government securities — 6 — 6 Other — 2 — 2 $ 77 $ 294 $ — 371 Common collective trust funds: Cash equivalents 16 Domestic equities 193 International equities 50 Treasury STRIPS 293 Total investments measured at net asset value as a practical expedient 552 Total defined benefit plans’ assets $ 923 |
Estimated Future Benefit Payments | Estimated future benefit payments, under Company sponsored plans as of January 2, 2021, were as follows: Pension Benefits Other Postretirement Plans 2021 $ 50 $ — 2022 51 — 2023 52 1 2024 53 1 2025 53 1 Subsequent five years 247 2 |
Contributions to Multiemployer Pension Plans | Pension Fund EIN/ Plan Number PPA Zone Status FIP/RP Status Pending/ Implemented Surcharge Imposed Expiration Dates 2020 2019 Minneapolis Food Distributing Industry Pension Plan 41-6047047/001 Green Green N/A No 04/01/21 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 36-6491473/001 Green Green N/A No 6/30/21 United Teamsters Trust Fund A 13-5660513/001 Yellow Yellow Implemented No 5/30/22 Warehouse Employees Local 169 and Employers Joint Pension Fund 23-6230368/001 Red Red Implemented No 2/13/22 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. Contributions (1)(2) Contributions That Exceed 5% of Total Plan Contributions (3) 2020 2019 2018 2019 2018 Pension Fund Minneapolis Food Distributing Industry Pension Plan $ 5 $ 5 $ 5 Yes Yes Teamster Pension Trust Fund of Philadelphia and Vicinity 4 4 4 No No Local 703 I.B. of T. Grocery and Food Employees’ 2 2 2 Yes Yes United Teamsters Trust Fund A 1 2 2 Yes Yes Warehouse Employees Local 169 and Employers 1 1 1 Yes Yes Other funds 31 24 21 — — $ 44 $ 38 $ 35 (1) Contributions made to these plans during the Company’s fiscal year, which may not coincide with the plans’ respective fiscal years. (2) Contributions do not include payments related to multiemployer pension plan withdrawals/settlements. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
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 EPS: 2020 2019 2018 Numerator: Net (loss) income $ (226) $ 385 $ 407 Series A convertible preferred stock dividends 28 — — Net (loss) income available to common shareholders $ (254) $ 385 $ 407 Denominator: Weighted-average common shares outstanding 220 218 216 Effect of dilutive securities — 2 2 Effect of dilutive underlying shares of the Series A convertible preferred stock — — — Weighted-average dilutive shares outstanding 220 220 218 Net (loss) income per share: Basic $ (1.15) $ 1.77 $ 1.88 Diluted $ (1.15) $ 1.75 $ 1.87 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
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: 2020 2019 2018 Accumulated other comprehensive loss components Retirement benefit obligations: Balance as of beginning of year (1) $ (52) $ (97) $ (103) Other comprehensive income before reclassifications 29 44 6 Reclassification adjustments: Amortization of net loss (2) (3) 1 4 3 Settlements (2) (3) — 12 — Total before income tax 30 60 9 Income tax provision 7 15 3 Current year comprehensive income, net of tax 23 45 6 Balance as of end of year (1) $ (29) $ (52) $ (97) Interest rate swaps: Balance as of beginning of year (1) $ (2) $ 13 $ 8 Change in fair value of interest rate swaps (11) (14) 10 Amounts reclassified to interest expense 6 (6) (3) Total before income tax (5) (20) 7 Income tax (benefit) provision (2) (5) 2 Current year comprehensive (loss) income, net of tax (3) (15) 5 Balance as of end of year (1) $ (5) $ (2) $ 13 Accumulated other comprehensive loss as of end of year (1) $ (34) $ (54) $ (84) (1) Amounts are presented net of tax. (2) Included in the computation of net periodic benefit costs. See Note 20, Retirement Plans, for additional information. (3) Included in other (income) expense—net in the Company's Consolidated Statements of Comprehensive Income. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Income Tax Disclosure [Abstract] | |
Income tax (benefit) provision | The income tax (benefit) provision for the fiscal years 2020, 2019 and 2018 consisted of the following: 2020 2019 2018 Current: Federal $ (20) $ 102 $ 32 State 3 17 12 Current income tax (benefit) provision (17) 119 44 Deferred: Federal (39) (6) 31 State (12) 13 14 Deferred income tax (benefit) provision (51) 7 45 Total income tax (benefit) provision $ (68) $ 126 $ 89 |
Reconciliation of (benefit) provision for income taxes | The reconciliation of the provision (benefit) for income taxes at the U.S. federal statutory income tax rate of 21% to the Company’s income tax provision (benefit) for the fiscal years 2020, 2019 and 2018 is shown below: 2020 2019 2018 Federal income taxes computed at statutory rate $ (62) $ 107 $ 104 State income taxes, net of federal income tax benefit (10) 24 20 Stock-based compensation 1 (4) (6) Non-deductible expenses 7 4 3 Change in the valuation allowance for deferred tax assets (1) 6 1 Net operating loss expirations 3 — 3 Tax credits (3) (10) (6) Change in unrecognized tax benefits (3) (1) (21) Change in U.S. federal statutory tax rate — — (8) Other — — (1) Total income tax (benefit) provision $ (68) $ 126 $ 89 |
Significant deferred tax assets and liabilities | Temporary differences and carryforwards that created significant deferred tax assets and liabilities were as follows: January 2, 2021 December 28, 2019 Deferred tax assets: Operating lease liabilities $ 71 $ 38 Workers’ compensation, general and fleet liabilities 40 36 Financing lease and other long term liabilities 78 90 Net operating loss carryforwards 64 64 Other deferred tax assets 100 63 Total gross deferred tax assets 353 291 Less valuation allowance (35) (36) Total net deferred tax assets 318 255 Deferred tax liabilities: Property and equipment (201) (221) Operating lease assets (70) (37) Inventories (21) (35) Intangibles (274) (259) Other deferred tax liabilities (21) (11) Total deferred tax liabilities (587) (563) Net deferred tax liability $ (269) $ (308) |
Net deferred tax liabilities in balance sheet | The net deferred tax liabilities presented in the Company's Consolidated Balance Sheets were as follows: January 2, 2021 December 28, 2019 Noncurrent deferred tax assets $ 1 $ — Noncurrent deferred tax liability (270) (308) Net deferred tax liability $ (269) $ (308) |
Net operating loss carryforwards expiration periods | The Company had tax affected state net operating loss carryforwards of $64 million as of January 2, 2021. The Company’s net operating loss carryforwards expire as follows: State 2021-2025 $ 33 2026-2030 17 2031-2035 7 2036-2040 5 Indefinite 2 $ 64 |
Summary of activity in valuation allowance | A summary of the activity in the valuation allowance for the fiscal years 2020, 2019 and 2018 is as follows: 2020 2019 2018 Balance as of beginning of year $ 36 $ 30 29 (Benefit) expense recognized (1) 6 1 Balance as of end of year $ 35 $ 36 $ 30 |
Reconciliation of unrecognized tax benefits | Reconciliation of the beginning and ending amount of unrecognized tax benefits as of fiscal years 2020, 2019, and 2018 was as follows: Balance as of 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 as of December 29, 2018 40 Decreases due to lapses of statute of limitations (1) Balance as of December 28, 2019 39 Gross increases due to positions taken in prior years 3 Decreases due to lapses of statute of limitations (1) Decreases due to changes in tax rates (5) Positions assumed in business acquisition 3 Balance as of January 2, 2021 $ 39 |
US Foods Holding Corp. Conden_2
US Foods Holding Corp. Condensed Financial Information (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of Condensed Balance Sheet | Condensed Parent Company Balance Sheets (In millions, except par value) January 2, 2021 December 28, 2019 ASSETS Investment in subsidiary $ 4,050 $ 3,715 Total assets $ 4,050 $ 3,715 LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY Deferred tax liabilities $ 1 $ 1 Other liabilities — 5 Total liabilities 1 6 Commitments and Contingencies (Note 24) Mezzanine equity: Series A convertible preferred stock, $0.01 par value—25 shares authorized; 519 — Shareholders’ Equity Common stock, $0.01 par value—600 shares authorized; 221 and 220 issued and outstanding as of January 2, 2021 and December 28, 2019, respectively 2 2 Additional paid-in capital 2,901 2,845 Retained earnings 661 916 Accumulated other comprehensive loss (34) (54) Total shareholders’ equity 3,530 3,709 Total liabilities, mezzanine equity and shareholders’ equity $ 4,050 $ 3,715 |
Schedule of Condensed Statement of Comprehensive Income (Loss) | Condensed Parent Company Statements of Comprehensive Income Fiscal Years Ended January 2, 2021 December 28, 2019 December 29, 2018 Loss before income taxes $ — $ — $ — Income tax benefit (5) — (31) Income before equity in net earnings of subsidiary 5 — 31 Equity in net earnings of subsidiary (231) 385 376 Net (loss) income (226) 385 407 Other comprehensive income—net of tax: Changes in retirement benefit obligations 23 45 6 Unrecognized (loss) gain on interest rate swaps (3) (15) 5 Comprehensive (loss) income $ (206) $ 415 $ 418 Net (loss) income $ (226) $ 385 $ 407 Series A convertible preferred stock dividends 28 — — Net (loss) income available to common shareholders $ (254) $ 385 $ 407 |
Schedule of Condensed Statements of Cash Flows | Condensed Parent Company Statements of Cash Flows Fiscal Years Ended January 2, 2021 December 28, 2019 December 29, 2018 Cash flows from operating activities: Net (loss) income $ (226) $ 385 $ 407 Adjustments to reconcile net income to net cash provided by operating activities: Equity in net earnings of subsidiary 231 (385) (376) Deferred income tax benefit — — (23) Changes in operating assets and liabilities: Decrease in accrued expenses and other liabilities (5) — (8) Net cash used in operating activities — — — Cash flows from investing activities: Investment in subsidiary (491) — — Net cash used in investing activities (491) — — Cash flows from financing activities: Net proceeds from issuance of Series A convertible preferred stock 491 — — Net cash provided by financing activities 491 — — Net increase in cash, cash equivalents and restricted cash — — — Cash, cash equivalents and restricted cash—beginning of year — — — Cash, cash equivalents and restricted cash—end of year $ — $ — $ — |
Overview and Basis of Present_2
Overview and Basis of Presentation (Details) | 12 Months Ended |
Jan. 02, 2021segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Schedule Of Significant Accounting Policies [Line Items] | |||
Accounts receivable collection period (days) | 30 days | ||
LIFO balance sheet reserves | $ 177,000,000 | $ 152,000,000 | |
Effect of LIFO reserves on cost of goods sold increase (decrease) | 25,000,000 | 22,000,000 | $ 0 |
Shipping and handling costs | $ 1,700,000,000 | $ 1,800,000,000 | $ 1,700,000,000 |
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) $ in Millions | Dec. 29, 2019USD ($) |
Adoption of ASU 2016-13 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 1 |
Revenue Recognition Schedule of
Revenue Recognition Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 22,885 | $ 25,939 | $ 24,175 |
Meats and seafood | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 8,131 | 9,313 | 8,635 |
Dry grocery products | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 3,931 | 4,427 | 4,239 |
Refrigerated and frozen grocery products | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 3,583 | 4,253 | 3,898 |
Dairy | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 2,394 | 2,685 | 2,520 |
Equipment, disposables and supplies | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 2,455 | 2,483 | 2,298 |
Beverage products | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,186 | 1,403 | 1,315 |
Produce | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 1,205 | $ 1,375 | $ 1,270 |
Revenue Recognition Additional
Revenue Recognition Additional Information (Details) - USD ($) $ in Millions | Jan. 02, 2021 | Dec. 28, 2019 |
Disaggregation of Revenue [Line Items] | ||
Accounts receivable | $ 1,084 | $ 1,455 |
Prepaid expenses | ||
Disaggregation of Revenue [Line Items] | ||
Contract assets | 30 | 35 |
Other assets | ||
Disaggregation of Revenue [Line Items] | ||
Contract assets | $ 27 | $ 39 |
Business Acquisitions Smart Foo
Business Acquisitions Smart Foodservice - Additional Information (Details) - USD ($) $ in Millions | Apr. 24, 2020 | Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 |
Business Acquisition [Line Items] | ||||
Acquisition of businesses—net of cash | $ 972 | $ 1,832 | $ 0 | |
Total debt | 5,748 | 4,736 | ||
2020 Term Loan Facility | Senior secured term loan facility | ||||
Business Acquisition [Line Items] | ||||
Total debt | $ 700 | 284 | $ 0 | |
Smart Foodservice [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition of businesses—net of cash | $ 972 | |||
Revenue since acquisition date | 759 | |||
Earnings since acquisition date | 28 | |||
Acquisition related costs | $ 21 |
Business Acquisitions Smart F_2
Business Acquisitions Smart Foodservice - Purchase Price Allocation (Details) - USD ($) $ in Millions | Apr. 24, 2020 | Jan. 02, 2021 | Dec. 28, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 5,637 | $ 4,728 | |
Trade Names [Member] | Minimum | |||
Business Acquisition [Line Items] | |||
Estimated useful lives of intangible assets (in years) | 1 year | ||
Customer Relationships | Minimum | |||
Business Acquisition [Line Items] | |||
Estimated useful lives of intangible assets (in years) | 1 year | ||
Smart Foodservice [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 5 | ||
Inventories | 43 | ||
Other current assets | 23 | ||
Property and equipment | 84 | ||
Goodwill | 907 | ||
Other intangibles | 14 | ||
Other assets | 130 | ||
Accounts payable | (38) | ||
Accrued expenses and other current liabilities | (31) | ||
Deferred income taxes | (5) | ||
Other long-term liabilities, including financing leases | (160) | ||
Cash paid for acquisition | $ 972 | ||
Smart Foodservice [Member] | Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Amortizable trade name | $ 14 |
Business Acquisitions Food Grou
Business Acquisitions Food Group - Additional Information (Details) - USD ($) $ in Millions | Sep. 13, 2019 | Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | Oct. 11, 2019 |
Business Acquisition [Line Items] | |||||
Long-term debt | $ 5,808 | ||||
Proceeds from sale of discontinued operations | $ 94 | ||||
Proceeds from sale of discontinued operations, holdback | $ 20 | ||||
Food Group | |||||
Business Acquisition [Line Items] | |||||
Payments for acquisition | $ 1,800 | ||||
Acquisition related costs | $ 24 | $ 52 | $ 29 | ||
Senior secured term loan facility | 2019 Term Loan Facility | |||||
Business Acquisition [Line Items] | |||||
Long-term debt | $ 1,500 |
Business Acquisitions Food Gr_2
Business Acquisitions Food Group - Purchase Price Allocation (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 02, 2021 | Dec. 28, 2019 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 5,637 | $ 4,728 |
Food Group | ||
Business Acquisition [Line Items] | ||
Accounts receivable | 145 | |
Inventories | 165 | |
Assets of discontinued operations | 130 | |
Other current assets | 7 | |
Property and equipment | 210 | |
Goodwill | 764 | |
Other intangibles | 695 | |
Other assets | 47 | |
Accounts payable | (200) | |
Accrued expenses and other current liabilities | (69) | |
Liabilities of discontinued operations | (19) | |
Other long-term liabilities, including financing leases | (43) | |
Cash paid for acquisition | 1,832 | |
Indefinite-lived brand names and trade names | $ 39 | |
Purchase Price Allocation | The following table summarizes the final purchase price allocation for the acquisition of Food Group as of September 13, 2019. Adjustments to the preliminary purchase price allocation were immaterial to the Company's consolidated financial statements. Purchase Price Allocation Accounts receivable $ 145 Inventories 165 Assets of discontinued operations 130 Other current assets 7 Property and equipment 210 Goodwill (1) 764 Other intangibles (2) 695 Other assets 47 Accounts payable (200) Accrued expenses and other current liabilities (69) Liabilities of discontinued operations (19) Other long-term liabilities, including financing leases (43) Cash paid for acquisition $ 1,832 (1) Goodwill recognized is primarily attributable to intangible assets that do not qualify for separate recognition, as well as expected synergies from the combined company. The acquired goodwill is deductible for U.S. federal income tax purposes. (2) Other intangibles consist of customer relationships of $656 million with estimated useful lives of 15 years and indefinite-lived brand names and trademarks of $39 million. | |
Customer Relationships | ||
Business Acquisition [Line Items] | ||
Gross carrying amount | $ 725 | $ 789 |
Customer Relationships | Food Group | ||
Business Acquisition [Line Items] | ||
Gross carrying amount | $ 656 | |
Maximum | ||
Business Acquisition [Line Items] | ||
Estimated useful lives of intangible assets (in years) | 15 years | |
Maximum | Customer Relationships | Food Group | ||
Business Acquisition [Line Items] | ||
Estimated useful lives of intangible assets (in years) | 15 years |
Business Acquisitions Pro Forma
Business Acquisitions Pro Forma Information (Details) - Food Group - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Business Acquisition [Line Items] | |||
Pro forma net sales | $ 23,258 | $ 29,141 | $ 26,985 |
Pro forma net income | $ (225) | $ 420 | $ 397 |
Pro forma earnings per share, basic | $ (1.02) | $ 1.92 | $ 1.84 |
Pro forma earnings per share, dDiluted | $ (1.02) | $ 1.91 | $ 1.82 |
Business Acquisitions Divested
Business Acquisitions Divested Entities Pro Forma Information (Details) - Food Group - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Jan. 02, 2021 | Dec. 28, 2019 | |
Business Acquisition [Line Items] | ||
Divested entities pro forma net sales | $ 392 | $ 516 |
Income from discontinued operations—net of tax | $ 5 | $ 13 |
Divested entities pro forma basic earnings per share | $ 0.03 | $ 0.06 |
Divested entities pro forma diluted earnings per share | $ 0.02 | $ 0.06 |
Restricted Cash Schedule of Res
Restricted Cash Schedule of Restricted Cash (Details) - USD ($) $ in Millions | Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 828 | $ 90 | ||
Restricted cash—included in other assets | 0 | 8 | ||
Total cash, cash equivalents and restricted cash | $ 828 | $ 98 | $ 105 | $ 119 |
Allowance for Doubtful Accoun_3
Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Charged to costs and expenses | $ 63 | $ 21 | $ 17 |
Vendor receivable related allowance for doubtful accounts | 5 | 4 | 3 |
SEC Schedule, 12-09, Allowance, Credit Loss [Member] | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Allowance for Doubtful Accounts Receivable | 30 | 29 | 26 |
Charged to costs and expenses | 63 | 21 | 17 |
Adoption of ASU 2016-13 (see Note 3) | 1 | 0 | 0 |
Customer accounts written off—net of recoveries | (27) | (20) | (14) |
Allowance for Doubtful Accounts Receivable | $ 67 | $ 30 | $ 29 |
Accounts Receivable Financing_2
Accounts Receivable Financing Program (Details) $ in Billions | Dec. 28, 2019USD ($) |
ABS Facility | |
Accounts Receivable Financing Program | |
Accounts receivable held as collateral | $ 1 |
Assets Held for Sale Schedule o
Assets Held for Sale Schedule of Assets Held for Sale Activity (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 02, 2021 | Dec. 28, 2019 | |
Movement in Property, Plant and Equipment [Roll Forward] | ||
Balance as of beginning of year | $ 4,373 | |
Balance as of end of the year | 4,587 | $ 4,373 |
Held-for-sale | ||
Movement in Property, Plant and Equipment [Roll Forward] | ||
Balance as of beginning of year | 1 | 7 |
Transfers in | 24 | 0 |
Assets sold | (24) | (6) |
Balance as of end of the year | 1 | $ 1 |
Vacant Land [Member] | ||
Movement in Property, Plant and Equipment [Roll Forward] | ||
Proceeds from sale of fixed assets | 32 | |
Gain on sale of fixed assets | 17 | |
Excess Facilities [Member] | ||
Movement in Property, Plant and Equipment [Roll Forward] | ||
Assets sold | $ (10) |
Property and Equipment Summary
Property and Equipment Summary of Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 02, 2021 | Dec. 28, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,587 | $ 4,373 |
Less accumulated depreciation and amortization | (2,566) | (2,298) |
Property and equipment—net | $ 2,021 | 2,075 |
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 | $ 365 | 378 |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,471 | 1,411 |
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 | $ 1,181 | 1,137 |
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 | $ 501 | 481 |
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 | $ 961 | 867 |
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 | $ 108 | $ 99 |
Property and Equipment Addition
Property and Equipment Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Accumulated amortization of financing lease assets | $ 244 | $ 269 | |
Depreciation and amortization expense | 343 | 311 | $ 300 |
Transportation equipment | |||
Property, Plant and Equipment [Line Items] | |||
Financing lease assets | 530 | $ 572 | |
Buildings and building improvements | |||
Property, Plant and Equipment [Line Items] | |||
Financing lease assets | $ 30 |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles Additional Information (Details) | 12 Months Ended | ||
Jan. 02, 2021USD ($)segment | Dec. 28, 2019USD ($) | Dec. 29, 2018USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 79,000,000 | $ 51,000,000 | $ 40,000,000 |
Weighted-average remaining useful lives of intangible assets | 12 years | ||
Future amortization expense, 2021 | $ 55,000,000 | ||
Future amortization expense, 2022 | 44,000,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, 2023 | 44,000,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, 2024 | 44,000,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, 2025 | 44,000,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, Rolling after Year Five | $ 380,000,000 | ||
Number of reportable segments | segment | 1 | ||
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets, impairment | $ 9,000,000 | ||
Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives of intangible assets (in years) | 15 years | ||
Customer Relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives of intangible assets (in years) | 1 year | ||
Trade Names [Member] | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives of intangible assets (in years) | 1 year |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles Schedule of Goodwill and Other Intangibles, Net (Details) - USD ($) $ in Millions | Jan. 02, 2021 | Dec. 28, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 5,637 | $ 4,728 |
Total other intangibles—net | 892 | 967 |
Brand Names and Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Brand names and trademarks—not amortizing | 281 | 292 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 725 | 789 |
Accumulated amortization | (119) | (115) |
Net carrying value | 606 | 674 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 15 | 0 |
Accumulated amortization | (11) | 0 |
Net carrying value | 4 | 0 |
Noncompete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3 | 3 |
Accumulated amortization | (2) | (2) |
Net carrying value | $ 1 | $ 1 |
Fair Value Measurements Schedul
Fair Value Measurements Schedule of Fair Value Assets and Liabilities (Details) - USD ($) $ in Millions | Jan. 02, 2021 | Dec. 28, 2019 |
Assets | ||
Money market funds | $ 696 | |
Liabilities | ||
Interest rate swaps | 5 | $ 1 |
Level 1 | ||
Assets | ||
Money market funds | 696 | |
Liabilities | ||
Interest rate swaps | 0 | 0 |
Level 2 | ||
Assets | ||
Money market funds | 0 | |
Liabilities | ||
Interest rate swaps | 5 | 1 |
Level 3 | ||
Assets | ||
Money market funds | 0 | |
Liabilities | ||
Interest rate swaps | $ 0 | $ 0 |
Fair Value Measurements Interes
Fair Value Measurements Interest Rate Swaps (Details) - USD ($) $ in Millions | Jan. 02, 2021 | Dec. 28, 2019 |
Derivatives, Fair Value [Line Items] | ||
Interest rate swaps | $ 5 | $ 1 |
Derivatives designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swaps, at fair value, net | 5 | 1 |
Derivatives designated as hedging instruments | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swaps | 5 | 0 |
Derivatives designated as hedging instruments | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swaps | $ 0 | $ 1 |
Fair Value Measurements Inter_2
Fair Value Measurements Interest Rate Swaps in Comprehensive Income (Details) - Cash Flow Hedging - Interest Rate Swap - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Amount of (Loss) Gain Recognized in Accumulated Other Comprehensive Loss, net of tax | $ (8) | $ (10) | $ 7 |
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 | $ 5 | $ (5) | $ (2) |
Fair Value Measurements Additio
Fair Value Measurements Additional Information (Details) - USD ($) $ in Millions | May 31, 2019 | Aug. 01, 2017 | Jan. 02, 2021 | Jul. 31, 2020 | Dec. 28, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | $ 5 | ||||
Senior secured term loan facility | Initial Term Loan Facility | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest rate | 1.90% | ||||
Senior notes | Senior Secured Notes due 2025 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest rate | 6.25% | ||||
Senior notes | Senior Notes due 2024 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest rate | 5.875% | ||||
Interest Rate Swap | Senior secured term loan facility | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Other comprehensive income before reclassifications | $ 1 | ||||
Interest Rate Swap | Initial Term Loan | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest rate swap agreements term | 4 years | ||||
Approximated carrying value of total debt | 367 | $ 1,100 | |||
Notional amount of debt hedged | $ 825 | ||||
Variable rate on notional amount | 1.70% | ||||
Basis spread on variable rate on notional amount | 1.75% | ||||
Interest Rate Swap | Senior secured term loan facility | Initial Term Loan Facility | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notional amount of debt hedged | $ 550 | ||||
Proceeds From Interest Rate Swap | $ 1 | ||||
Derivative notional amount first three years | $ 733 | ||||
Aggregate rate on notional amount | 3.45% | ||||
Carrying Value | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Approximated carrying value of total debt | $ 5,700 | $ 4,700 | |||
Fair value | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Approximated carrying value of total debt | 5,800 | 4,700 | |||
Fair value | Senior notes | Senior Secured Notes due 2025 | Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Approximated carrying value of total debt | 1,100 | ||||
Fair value | Senior notes | Senior Notes due 2024 | Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Approximated carrying value of total debt | $ 600 | $ 600 |
Debt Components of Total Debt (
Debt Components of Total Debt (Details) - USD ($) $ in Millions | Jan. 02, 2021 | Apr. 24, 2020 | Dec. 28, 2019 |
Debt Instrument [Line Items] | |||
Total debt | $ 5,748 | $ 4,736 | |
Current portion of long-term debt | (131) | (142) | |
Long-term debt | 5,617 | 4,594 | |
ABL Facility | Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Total debt | 0 | 0 | |
ABS Facility | Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Total debt | 0 | 190 | |
Initial Term Loan Facility | Senior secured term loan facility | |||
Debt Instrument [Line Items] | |||
Unamortized deferred financing costs | $ 3 | 4 | |
Interest rate | 1.90% | ||
Total debt | $ 2,098 | 2,125 | |
2019 Term Loan Facility | Senior secured term loan facility | |||
Debt Instrument [Line Items] | |||
Unamortized deferred financing costs | $ 30 | 35 | |
Interest rate | 2.15% | ||
Total debt | $ 1,451 | 1,465 | |
2020 Term Loan Facility | Senior secured term loan facility | |||
Debt Instrument [Line Items] | |||
Unamortized deferred financing costs | $ 11 | 0 | |
Interest rate | 4.25% | ||
Total debt | $ 284 | $ 700 | 0 |
Senior Secured Notes due 2025 | Senior notes | |||
Debt Instrument [Line Items] | |||
Unamortized deferred financing costs | $ 13 | 0 | |
Interest rate | 6.25% | ||
Total debt | $ 987 | 0 | |
Senior Notes due 2024 | Senior notes | |||
Debt Instrument [Line Items] | |||
Unamortized deferred financing costs | $ 3 | 4 | |
Interest rate | 5.875% | ||
Total debt | $ 597 | 596 | |
Obligations under financing leases | Lease agreements | |||
Debt Instrument [Line Items] | |||
Total debt | $ 323 | 352 | |
Obligations under financing leases | Lease agreements | Minimum | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.63% | ||
Obligations under financing leases | Lease agreements | Maximum | |||
Debt Instrument [Line Items] | |||
Interest rate | 6.17% | ||
Other debt | Other debt obligations | |||
Debt Instrument [Line Items] | |||
Total debt | $ 8 | $ 8 | |
Other debt | Other debt obligations | Minimum | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.75% | ||
Other debt | Other debt obligations | Maximum | |||
Debt Instrument [Line Items] | |||
Interest rate | 9.00% |
Debt Additional Information (De
Debt Additional Information (Details) - USD ($) $ in Millions | Jan. 02, 2021 | Dec. 28, 2019 |
Debt Instrument [Line Items] | ||
Total debt | $ 5,748 | $ 4,736 |
Senior secured term loan facility | Initial Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Total debt | $ 2,098 | $ 2,125 |
Interest Rate Swap | Senior secured term loan facility | ||
Debt Instrument [Line Items] | ||
Percentage of principal amount of total debt borrowed at floating rate | 57.00% | |
Interest Rate Swap | Senior secured term loan facility | Initial Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Total debt | $ 550 |
Debt Principal Payments on Outs
Debt Principal Payments on Outstanding Debt (Details) $ in Millions | Jan. 02, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 131 |
2022 | 116 |
2023 | 2,151 |
2024 | 679 |
2025 | 1,290 |
Thereafter | 1,441 |
Total debt | $ 5,808 |
Debt ABL Facility (Details)
Debt ABL Facility (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Jan. 02, 2021 | May 04, 2020 | May 03, 2020 | Dec. 28, 2019 | |
Debt Instrument [Line Items] | ||||
Borrowings under facility | $ 5,748 | $ 4,736 | ||
Revolving credit facility | ||||
Debt Instrument [Line Items] | ||||
Amount of debt resulting in spring maturity | $ 300 | |||
Revolving credit facility | ABL Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 1,990 | $ 1,600 | ||
Letter of Credit Financing Fee | 0.125% | |||
Credit facility unused capacity commitment fee percentage | 0.25% | |||
Weighted-average interest rate on outstanding borrowings | 1.95% | 2.63% | ||
Debt issuance costs | $ 3 | |||
Borrowings under facility | 0 | $ 0 | ||
Letters of credit, outstanding amount | 281 | |||
Available capacity in credit facility | $ 1,584 | |||
Revolving credit facility | ABL Facility | ABR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable interest rate | 0.00% | |||
Revolving credit facility | ABL Facility | ABR | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable interest rate | 0.00% | |||
Revolving credit facility | ABL Facility | ABR | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable interest rate | 0.50% | |||
Revolving credit facility | ABL Facility | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable interest rate | 1.00% | |||
Revolving credit facility | ABL Facility | LIBOR | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable interest rate | 1.00% | |||
Revolving credit facility | ABL Facility | LIBOR | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable interest rate | 1.50% | |||
Revolving credit facility | Former ABL senior secured revolving credit facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | $ 5 |
Debt ABS Facility (Details)
Debt ABS Facility (Details) - Revolving credit facility - ABS Facility $ in Millions | May 01, 2020USD ($) |
Line of Credit Facility [Line Items] | |
Repayments of Debt | $ 542 |
Loss on Extinguishment of Debt | $ (1) |
Debt Term Loan Facility (Detail
Debt Term Loan Facility (Details) - USD ($) $ in Millions | Apr. 28, 2020 | Jan. 02, 2021 | Apr. 24, 2020 | Dec. 28, 2019 | Sep. 13, 2019 |
Debt Instrument [Line Items] | |||||
Borrowings under facility | $ 5,748 | $ 4,736 | |||
Long-term debt | 5,808 | ||||
Initial Term Loan Facility | Senior secured term loan facility | |||||
Debt Instrument [Line Items] | |||||
Borrowings under facility | 2,098 | 2,125 | |||
Unamortized deferred financing costs | 3 | 4 | |||
Write-off of unamortized deferred financing costs | 2 | ||||
Initial Term Loan Facility | Senior secured term loan facility | Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Borrowings under facility | $ 550 | ||||
Aggregate rate on notional amount | 3.45% | ||||
Initial Term Loan Facility | LIBOR | Senior secured term loan facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 1.75% | ||||
Initial Term Loan Facility | Alternative base rate | Senior secured term loan facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 0.75% | ||||
2019 Term Loan Facility | Senior secured term loan facility | |||||
Debt Instrument [Line Items] | |||||
Borrowings under facility | $ 1,451 | 1,465 | |||
Unamortized deferred financing costs | $ 30 | 35 | |||
Long-term debt | $ 1,500 | ||||
2019 Term Loan Facility | LIBOR | Senior secured term loan facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 2.00% | ||||
2019 Term Loan Facility | Alternative base rate | Senior secured term loan facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 1.00% | ||||
2019 Term Loan Facility | Interest Rate Floor [Member] | Senior secured term loan facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 0.00% | ||||
2020 Term Loan Facility | Senior secured term loan facility | |||||
Debt Instrument [Line Items] | |||||
Borrowings under facility | $ 284 | $ 700 | 0 | ||
Unamortized deferred financing costs | 11 | $ 0 | |||
Debt Instrument original amount | $ 700 | ||||
Repayments of Debt | $ 400 | ||||
Loss on Extinguishment of Debt | (2) | ||||
Long-term debt | 300 | ||||
2020 Term Loan Facility | Senior secured term loan facility | Third Party Costs [Member] | |||||
Debt Instrument [Line Items] | |||||
Unamortized deferred financing costs | $ 13 | ||||
2020 Term Loan Facility | LIBOR | Senior secured term loan facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 3.25% | ||||
2020 Term Loan Facility | Alternative base rate | Senior secured term loan facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 2.25% | ||||
2020 Term Loan Facility | Interest Rate Floor [Member] | Senior secured term loan facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 1.00% |
Senior Notes (Details)
Senior Notes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Apr. 28, 2020 | Dec. 28, 2019 | |
Debt Instrument [Line Items] | |||
Borrowings under facility | $ 5,748 | $ 4,736 | |
Senior notes | Senior Notes due 2024 | |||
Debt Instrument [Line Items] | |||
Borrowings under facility | 597 | 596 | |
Unamortized deferred financing costs | $ 3 | 4 | |
Interest rate | 5.875% | ||
Senior notes | Senior Notes due 2024 | Debt redemption, period one | |||
Debt Instrument [Line Items] | |||
Redemption price percentage of principal amount | 101.469% | ||
Senior notes | Senior Secured Notes due 2025 | |||
Debt Instrument [Line Items] | |||
Debt Instrument original amount | $ 1,000 | ||
Borrowings under facility | $ 987 | 0 | |
Unamortized deferred financing costs | $ 13 | $ 0 | |
Interest rate | 6.25% | ||
Senior notes | Senior Secured Notes due 2025 | Debt redemption, period one | |||
Debt Instrument [Line Items] | |||
Redemption price percentage of principal amount | 103.125% | ||
Senior notes | Senior Secured Notes due 2025 | Debt redemption, period two | |||
Debt Instrument [Line Items] | |||
Redemption price percentage of principal amount | 101.563% | ||
Senior notes | Senior Secured Notes due 2025 | Debt redemption, period three | |||
Debt Instrument [Line Items] | |||
Redemption price percentage of principal amount | 100.00% |
Financing Leases (Details)
Financing Leases (Details) - USD ($) $ in Millions | Jan. 02, 2021 | Dec. 28, 2019 |
Debt Instrument [Line Items] | ||
Borrowings under facility | $ 5,748 | $ 4,736 |
Obligations under financing leases | Lease agreements | ||
Debt Instrument [Line Items] | ||
Borrowings under facility | $ 323 | $ 352 |
Debt Covenants (Details)
Debt Covenants (Details) $ in Billions | Jan. 02, 2021USD ($) |
Debt Disclosure [Abstract] | |
Restricted payment capacity | $ 1.3 |
Restricted asset | $ 2.8 |
Accrued Expenses and Other Lo_3
Accrued Expenses and Other Long-Term Liabilities Schedule of Accrued Expenses and Other Long-Term Liabilities (Details) - USD ($) $ in Millions | Jan. 02, 2021 | Dec. 28, 2019 |
Accrued expenses and other current liabilities: | ||
Salary, wages and bonus expenses | $ 105 | $ 172 |
Operating expenses | 64 | 75 |
Workers’ compensation, general and fleet liability | 43 | 44 |
Group medical liability | 26 | 25 |
Customer rebates and other selling expenses | 89 | 105 |
Property and sales tax | 44 | 37 |
Operating lease liability | $ 44 | $ 40 |
Operating lease liability | us-gaap:LiabilitiesCurrentAbstract | us-gaap:LiabilitiesCurrentAbstract |
Interest payable | $ 18 | $ 14 |
Other | 64 | 26 |
Total accrued expenses and other current liabilities | 497 | 538 |
Other long-term liabilities: | ||
Workers’ compensation, general and fleet liability | 132 | 121 |
Operating lease liability | $ 263 | $ 131 |
Operating lease liability | us-gaap:LiabilitiesNoncurrentAbstract | us-gaap:LiabilitiesNoncurrentAbstract |
Accrued pension and other postretirement benefit obligations | $ 8 | $ 7 |
Uncertain tax positions | 33 | 33 |
Other | 69 | 23 |
Total Other long-term liabilities | $ 505 | $ 315 |
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 | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Movement in Self Insurance Reserve [Roll Forward] | |||
Balance as of beginning of the year | $ 165 | $ 159 | $ 170 |
Charged to costs and expenses | 83 | 80 | 56 |
Acquisitions | 3 | 17 | 0 |
Reinsurance recoverable | 2 | 0 | 7 |
Payments | (78) | (91) | (74) |
Balance as of end of the year | $ 175 | $ 165 | $ 159 |
Discount rate | 0.15% | 1.58% | 2.50% |
Accrued Expenses and Other Lo_5
Accrued Expenses and Other Long-Term Liabilities Estimated Future Payments for Self-Insured Liabilities (Details) - USD ($) $ in Millions | Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 |
Payables and Accruals [Abstract] | ||||
2021 | $ 43 | |||
2022 | 33 | |||
2023 | 18 | |||
2024 | 13 | |||
2025 | 10 | |||
Thereafter | 59 | |||
Total self-insured liability | 176 | |||
Less amount representing interest | (1) | |||
Present value of self-insured liability | $ 175 | $ 165 | $ 159 | $ 170 |
Restructuring and Related Activ
Restructuring and Related Activities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve | $ 1 | $ 2 | $ 5 |
Restructuring costs and asset impairment charges | 39 | 0 | 1 |
Payments for Restructuring | (29) | (1) | (4) |
Restructuring Reserve | 2 | 1 | 2 |
Severance and Related Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve | 1 | 1 | 4 |
Restructuring costs and asset impairment charges | 27 | 0 | 1 |
Payments for Restructuring | (27) | 0 | (4) |
Restructuring Reserve | 1 | 1 | 1 |
Facility Closing Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve | 0 | 1 | 1 |
Restructuring costs and asset impairment charges | 3 | 0 | 0 |
Payments for Restructuring | (2) | (1) | 0 |
Restructuring Reserve | 1 | 0 | 1 |
Severance and Related Costs and Facility Closing Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs and asset impairment charges | $ 30 | $ 0 | $ 1 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) | Dec. 31, 2020shares | Sep. 30, 2020shares | Jun. 30, 2020shares | May 06, 2020USD ($)$ / sharesshares | Jan. 02, 2021USD ($)$ / sharesshares | Dec. 28, 2019$ / sharesshares |
Convertible Preferred Stock [Abstract] | ||||||
Preferred Stock, Number of shares issued | shares | 500,000 | 500,000 | 0 | |||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0 | |||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ | $ 500,000,000 | |||||
Preferred Stock Per Share Proceeds | $ / shares | $ 1,000 | |||||
Preferred Stock Dividends, Shares | shares | 8,997,000 | 8,842,000 | 5,288,000 | 23,127 | ||
Common stock, par value (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Preferred Stock, Liquidation Preference, Value | $ | $ 1,000 | |||||
Preferred Stock, Dividend Rate, Percentage | 7.00% | |||||
Preferred Stock, Dividend Rate Percentage Increase | 3.00% | |||||
Preferred Stock, Dividend Rate, Percentage Subsequent Years | 10.00% | |||||
Preferred Stock, Conversion Price | $ / shares | $ 21.50 | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 46.5116 | |||||
Preferred Stock, Redemption Price Per Share | $ / shares | $ 43 | |||||
Preferred Stock, Liquidation Preference Per Share Percent | 1 | |||||
Preferred Stock, Redemption Amount, Future Redeemable Percentage, Fifth Anniversary | 1.05 | |||||
Preferred Stock, Redemption Amount, Future Redeemable Percentage, Sixth Anniversary | 1.03 | |||||
Preferred Stock, Redemption Amount, Future Redeemable Percentage, Seventh Anniversary | 1 | |||||
Preferred Stock Redemption Premium | $ | $ 0.05 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Preferred Stock, Shares Outstanding, Beginning Balance | shares | 0 | |||||
Preferred Stock, Number of shares issued | shares | 500,000 | |||||
Preferred Stock Dividends, Shares | shares | 8,997,000 | 8,842,000 | 5,288,000 | 23,127 | ||
Preferred Stock, Shares Outstanding, Ending Balance | shares | 523,127 | |||||
Preferred Stock, Value, Outstanding, Beginning Balance | $ | $ 0 | |||||
Preferred Stock, Value, Issued | $ | 491,000,000 | |||||
Dividends, Preferred Stock 1 | $ | 28,000,000 | |||||
Preferred Stock, Value, Outstanding, Ending Balance | $ | $ 519,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - KKR Capital Markets LLC [Member] $ in Millions | 12 Months Ended |
Jan. 02, 2021USD ($) | |
Related Party Transaction [Line Items] | |
Payments of Debt Restructuring Costs | $ 6 |
Long-term Debt [Member] | |
Related Party Transaction [Line Items] | |
Principal amount | $ 65 |
Share-Based Compensation, Com_3
Share-Based Compensation, Common Stock Issuances and Common Stock Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 40 | $ 32 | $ 28 |
Income tax benefit related to share-based compensation expense | 8 | 8 | 6 |
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 3 | $ 4 | $ 3 |
Employee Stock Purchase Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Purchase of common stock discount, percentage | 15.00% |
Share-Based Compensation, Com_4
Share-Based Compensation, Common Stock Issuances and Common Stock Stock Option Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 40 | $ 32 | $ 28 |
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) | 38.12 | ||
Weighted-average grant date fair value (in USD per share) | $ 3.91 | $ 10.63 | $ 14.55 |
Intrinsic value | $ 3 | $ 21 | $ 28 |
Time Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 10 | 8 | 7 |
Time Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vesting and exercisable period | 3 years | ||
Time Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vesting and exercisable period | 4 years | ||
Performance Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vesting and exercisable period | 4 years | ||
Share-based compensation expense | $ 0 | $ 0 | $ 1 |
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 10 years | ||
Expected dividends | 0.00% | 0.00% | 0.00% |
Unrecognized compensation cost related to options | $ 10 | ||
Weighted average recognition period | 2 years |
Share-Based Compensation, Com_5
Share-Based Compensation, Common Stock Issuances and Common Stock Assumptions for Options (Details) - Employee Stock Option | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 29.30% | 23.70% | 35.70% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 0.50% | 2.30% | 2.60% |
Expected term (in years) | 6 years 1 month 6 days | 5 years 7 months 6 days | 5 years 4 months 24 days |
Share-Based Compensation, Com_6
Share-Based Compensation, Common Stock Issuances and Common Stock Schedule of Options Outstanding (Details) - $ / shares | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Total Options | |||
Outstanding, beginning balance (in shares) | 3,522,302 | ||
Options, granted (in shares) | 2,620,253 | ||
Options, exercised (in shares) | (192,878) | ||
Options, forfeited (in shares) | (155,181) | ||
Options, performance adjustment (in shares) | (308,759) | ||
Outstanding, ending balance (in shares) | 5,485,737 | 3,522,302 | |
Outstanding, vested and exercisable (in shares) | 2,184,896 | ||
Weighted- Average Fair Value | |||
Average Fair Value, Outstanding, beginning balance (in USD per share) | $ 10.03 | ||
Average Fair Value, Granted (in USD per share) | 3.91 | $ 10.63 | $ 14.55 |
Average Fair Value, Exercised (in USD per share) | 6.87 | ||
Average Fair Value, Forfeited (in USD per share) | 7.91 | ||
Average Fair Value, Performance Adjustment (in USD per share) | 17.65 | ||
Average Fair Value, Outstanding, ending balance (in USD per share) | 6.85 | 10.03 | |
Average Fair Value, Vested and Exercisable (in USD per share) | 9.09 | ||
Weighted- Average Exercise Price | |||
Average Exercise Price, Outstanding, beginning balance (in USD per share) | 26.62 | ||
Average Exercise Price, Granted (in USD per share) | 13.29 | ||
Average Exercise Price, Exercised (in USD per share) | 16.19 | ||
Average Exercise Price, Forfeited (in USD per share) | 24.01 | ||
Average Exercise Price, Performance Adjustment (in USD per share) | 19.47 | ||
Average Exercise Price, Outstanding, ending balance (in USD per share) | 21.10 | $ 26.62 | |
Average Exercise Price, Vested and Exercisable (in USD per share) | $ 25.83 | ||
Weighted- Average Remaining Contractual Years | |||
Remaining contractual term, Outstanding | 7 years 8 months 12 days | ||
Remaining contractual term, Vested and Exercisable | 5 years 9 months 18 days | ||
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average recognition period | 2 years | ||
Time Options | |||
Total Options | |||
Outstanding, beginning balance (in shares) | 2,770,850 | ||
Options, granted (in shares) | 2,620,253 | ||
Options, exercised (in shares) | (122,081) | ||
Options, forfeited (in shares) | (142,114) | ||
Options, performance adjustment (in shares) | 0 | ||
Outstanding, ending balance (in shares) | 5,126,908 | 2,770,850 | |
Outstanding, vested and exercisable (in shares) | 1,826,067 | ||
Performance Options | |||
Total Options | |||
Outstanding, beginning balance (in shares) | 751,452 | ||
Options, granted (in shares) | 0 | ||
Options, exercised (in shares) | (70,797) | ||
Options, forfeited (in shares) | (13,067) | ||
Options, performance adjustment (in shares) | (308,759) | ||
Outstanding, ending balance (in shares) | 358,829 | 751,452 | |
Outstanding, vested and exercisable (in shares) | 358,829 |
Share-Based Compensation, Com_7
Share-Based Compensation, Common Stock Issuances and Common Stock Restricted Shares Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 40 | $ 32 | $ 28 |
Time-Based Restricted Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 1 | 1 | 0 |
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 2 | $ 3 | $ 2 |
Weighted Average Fair Value, Granted (in USD per share) | $ 34.56 | $ 33.56 | |
Unrecognized compensation cost | $ 3 | ||
Weighted average recognition period | 1 year | ||
Performance Shares | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights (percentage) | 0.00% | ||
Performance Shares | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights (percentage) | 200.00% |
Share-Based Compensation, Com_8
Share-Based Compensation, Common Stock Issuances and Common Stock Schedule of Restricted Share Units (Details) - $ / shares | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Time-Based Restricted Shares | |||
Shares | |||
Beginning balance (in shares) | 116,713 | ||
Granted (in shares) | 0 | ||
Vested (in shares) | (38,902) | ||
Performance Adjustment (in shares) | 0 | ||
Ending balance (in shares) | 77,811 | 116,713 | |
Performance Shares | |||
Shares | |||
Beginning balance (in shares) | 682,249 | ||
Granted (in shares) | 0 | ||
Vested (in shares) | (98,415) | ||
Performance Adjustment (in shares) | (120,960) | ||
Ending balance (in shares) | 462,874 | 682,249 | |
Weighted- Average Fair Value | |||
Weighted Average Fair Value, Granted (in USD per share) | $ 34.56 | $ 33.56 | |
Restricted Stock | |||
Shares | |||
Beginning balance (in shares) | 798,962 | ||
Granted (in shares) | 0 | ||
Vested (in shares) | (137,317) | ||
Performance Adjustment (in shares) | (120,960) | ||
Ending balance (in shares) | 540,685 | 798,962 | |
Weighted- Average Fair Value | |||
Weighted Average Fair Value, Beginning balance (in USD per share) | $ 33.13 | ||
Weighted Average Fair Value, Granted (in USD per share) | 0 | ||
Weighted Average Fair Value, Vested (in USD per share) | 31.57 | ||
Weighted Average Fair Value, Performance Adjustment (in USD per share) | 30.39 | ||
Weighted Average Fair Value, Ending balance (in USD per share) | $ 34.14 | $ 33.13 |
Share-Based Compensation, Com_9
Share-Based Compensation, Common Stock Issuances and Common Stock Restricted Stock Unit Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 40 | $ 32 | $ 28 |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Fair Value, Granted (in USD per share) | $ 13.83 | $ 35.09 | $ 33.48 |
Unrecognized compensation cost | $ 30 | ||
Weighted average recognition period | 2 years | ||
Restricted Stock Units (RSUs) | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 3 years | ||
Restricted Stock Units (RSUs) | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 4 years | ||
Time-Based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 23 | $ 14 | $ 12 |
Performance RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation charges recorded for achieving performance target | $ 1 | $ 2 | $ 3 |
Share-Based Compensation, Co_10
Share-Based Compensation, Common Stock Issuances and Common Stock Schedule of Restricted Stock Units (Details) - $ / shares | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Time-Based RSUs | |||
Shares | |||
Beginning balance (in shares) | 927,174 | ||
Granted (in shares) | 2,361,332 | ||
Vested (in shares) | (471,808) | ||
Forfeited (in shares) | (124,248) | ||
Performance Adjustment (in shares) | 0 | ||
Ending balance (in shares) | 2,692,450 | 927,174 | |
Performance RSUs | |||
Shares | |||
Beginning balance (in shares) | 432,001 | ||
Granted (in shares) | 0 | ||
Vested (in shares) | (83,235) | ||
Forfeited (in shares) | (24,922) | ||
Performance Adjustment (in shares) | (114,107) | ||
Ending balance (in shares) | 209,737 | 432,001 | |
Restricted Stock Units (RSUs) | |||
Shares | |||
Beginning balance (in shares) | 1,359,175 | ||
Granted (in shares) | 2,361,332 | ||
Vested (in shares) | (555,043) | ||
Forfeited (in shares) | (149,170) | ||
Performance Adjustment (in shares) | (114,107) | ||
Ending balance (in shares) | 2,902,187 | 1,359,175 | |
Weighted- Average Fair Value | |||
Weighted Average Fair Value, Beginning balance (in USD per share) | $ 33.24 | ||
Weighted Average Fair Value, Granted (in USD per share) | 13.83 | $ 35.09 | $ 33.48 |
Weighted Average Fair Value, Vested (in USD per share) | 31.85 | ||
Weighted Average Fair Value, Forfeited (in USD per share) | 24.25 | ||
Weighted Average Fair Value, Performance Adjustment (in USD per share) | 33.61 | ||
Weighted Average Fair Value, Ending balance (in USD per share) | $ 18.16 | $ 33.24 |
Leases Balance Sheet Location o
Leases Balance Sheet Location of ROU Assets and Lease Liabilities (Details) - USD ($) $ in Millions | Jan. 02, 2021 | Dec. 28, 2019 |
ASSETS | ||
Operating | $ 284 | $ 145 |
Financing | 316 | 333 |
Total leased assets | 600 | 478 |
Current: | ||
Operating | 44 | 40 |
Financing | 86 | 95 |
Noncurrent: | ||
Operating | 263 | 131 |
Financing | 237 | 257 |
Total lease liabilities | 630 | 523 |
Finance lease assets, net of accumulated amortization | $ 244 | $ 269 |
Leases Location of Lease Costs
Leases Location of Lease Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 02, 2021 | Dec. 28, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 52 | $ 29 |
Amortization of leased assets | 79 | 76 |
Interest on lease liabilities | 12 | 12 |
Variable lease cost | 13 | 6 |
Net lease cost | $ 156 | $ 123 |
Leases Future Minimum Lease Pay
Leases Future Minimum Lease Payments (Details) $ in Millions | Jan. 02, 2021USD ($) |
Operating Leases | |
2021 | $ 57 |
2022 | 60 |
2023 | 58 |
2024 | 39 |
2025 | 38 |
After 2025 | 175 |
Total lease payments | 427 |
Less amount representing interest | (120) |
Present value of lease liabilities | 307 |
Financing Lease Obligation | |
2021 | 94 |
2022 | 73 |
2023 | 68 |
2024 | 51 |
2025 | 32 |
After 2025 | 28 |
Total lease payments | 346 |
Less amount representing interest | (23) |
Present value of lease liabilities | 323 |
Total | |
2021 | 151 |
2022 | 133 |
2023 | 126 |
2024 | 90 |
2025 | 70 |
After 2025 | 203 |
Total lease payments | 773 |
Less amount representing interest | (143) |
Present value of lease liabilities | $ 630 |
Leases Minimum Lease Payments P
Leases Minimum Lease Payments Prior Year (Details) $ in Millions | Dec. 28, 2019USD ($) |
Operating Leases | |
2020 | $ 48 |
2021 | 38 |
2022 | 33 |
2023 | 30 |
2024 | 12 |
After 2024 | 42 |
Total lease payments | 203 |
Less amount representing interest | (32) |
Present value of minimum lease payments | 171 |
Financing Lease Obligation | |
2020 | 106 |
2021 | 84 |
2022 | 62 |
2023 | 58 |
2024 | 41 |
After 2024 | 29 |
Total lease payments | 380 |
Less amount representing interest | (28) |
Present value of minimum lease payments | 352 |
Total | |
2020 | 154 |
2021 | 122 |
2022 | 95 |
2023 | 88 |
2024 | 53 |
After 2024 | 71 |
Total lease payments | 583 |
Less amount representing interest | (60) |
Present value of minimum lease payments | $ 523 |
Leases Other Information Relate
Leases Other Information Related to Lease Agreements (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 02, 2021 | Dec. 28, 2019 | |
Cash Paid For Amounts Included In Measurement of Liabilities | ||
Operating cash flows from operating leases | $ 56 | $ 37 |
Operating cash flows from financing leases | 12 | 12 |
Financing cash flows from financing leases | $ 102 | $ 90 |
Weighted-average Remaining Lease Term [Abstract] | ||
Operating leases | 8 years 5 months 1 day | 6 years 1 month 20 days |
Financing leases | 5 years 3 months 21 days | 4 years 10 months 6 days |
Weighted-average Discount Rate [Abstract] | ||
Operating leases | 6.60% | 4.40% |
Financing leases | 3.20% | 3.50% |
Retirement Plans Components of
Retirement Plans Components of Net Periodic Pension and Other Postretirement Benefit Costs (Credits) (Details) - Pension Benefits - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 3 | $ 2 | $ 2 |
Interest cost | 32 | 37 | 36 |
Expected return on plan assets | (55) | (49) | (52) |
Amortization of net loss | 1 | 4 | 3 |
Settlements | 0 | 12 | 0 |
Net periodic pension benefit (credits) costs | $ (19) | $ 6 | $ (11) |
Retirement Plans Additional Inf
Retirement Plans Additional Information (Details) - USD ($) | 12 Months Ended | |||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | Apr. 24, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer contribution | $ 71,000,000 | |||
Defined benefit plans, incremental contributions by employer | 35,000,000 | |||
Settlement payments | $ 66,000,000 | |||
Settlements | $ 0 | (12,000,000) | ||
Actuarial (loss) gain | 98,000,000 | 100,000,000 | (97,000,000) | |
Smart Foodservice [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Smart Foodservice Net Benefit Obligation | $ 19,000,000 | |||
Pension Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Smart Foodservice Net Benefit Obligation | 51,000,000 | 20,000,000 | (35,000,000) | |
Prepaid benefit obligation—noncurrent | 53,000,000 | 22,000,000 | 0 | |
Employer contribution | 0 | 1,000,000 | 71,000,000 | |
Actuarial (loss) gain | 98,000,000 | 100,000,000 | (97,000,000) | |
Defined Contribution Plan 401K | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Company's contributions to plan | $ 47,000,000 | $ 51,000,000 | $ 47,000,000 | |
Equity Securities | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined benefit plan target asset allocations | 35.00% | |||
Defined benefit actual plan asset allocations | 35.00% | |||
Debt Securities | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined benefit plan target asset allocations | 65.00% | |||
Defined benefit actual plan asset allocations | 65.00% |
Retirement Plans Changes in Pla
Retirement Plans Changes in Plan Assets and Benefit Obligations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Changes recognized in accumulated other comprehensive loss: | |||
Net amount recognized | $ (23) | $ (45) | $ (6) |
Pension Benefits | |||
Changes recognized in accumulated other comprehensive loss: | |||
Actuarial gain | 29 | 44 | 6 |
Amortization of net loss | 1 | 4 | 3 |
Settlements | 0 | 12 | 0 |
Net amount recognized | $ 30 | $ 60 | $ 9 |
Retirement Plans Funded Status
Retirement Plans Funded Status of the Defined Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Change in benefit obligation: | |||
Actuarial loss (gain) | $ 98 | $ 100 | $ (97) |
Change in plan assets: | |||
Fair value of plan assets as of beginning of year | 923 | ||
Employer contribution | 71 | ||
Fair value of plan assets as of end of year | 1,112 | 923 | |
Amounts recognized in the consolidated balance sheets consist of the following: | |||
Accrued benefit obligation—noncurrent | (8) | (7) | |
Pension Benefits | |||
Change in benefit obligation: | |||
Benefit obligation as of beginning of year | 903 | 871 | 976 |
Service cost | 3 | 2 | 2 |
Interest cost | 32 | 37 | 36 |
Actuarial loss (gain) | 98 | 100 | (97) |
Settlements | 0 | (84) | 0 |
Benefit disbursements | (45) | (23) | (46) |
Smart Foodservice assumed benefit obligations | 70 | 0 | 0 |
Benefit obligation as of end of year | 1,061 | 903 | 871 |
Change in plan assets: | |||
Fair value of plan assets as of beginning of year | 923 | 836 | 851 |
Return on plan assets | 183 | 193 | (40) |
Employer contribution | 0 | 1 | 71 |
Settlements | 0 | (84) | 0 |
Benefit disbursements | (45) | (23) | (46) |
Smart Foodservice acquired plan assets | 51 | 0 | 0 |
Fair value of plan assets as of end of year | 1,112 | 923 | 836 |
Net funded status | 51 | 20 | (35) |
Amounts recognized in the consolidated balance sheets consist of the following: | |||
Prepaid benefit obligation—noncurrent | 53 | 22 | 0 |
Accrued benefit obligation—current | 0 | 0 | 0 |
Accrued benefit obligation—noncurrent | (2) | (2) | (35) |
Net amount recognized in the consolidated balance sheets | 51 | 20 | (35) |
Amounts recognized in accumulated other comprehensive loss consist of the following: | |||
Net loss | 98 | 129 | 190 |
Net loss recognized in accumulated other comprehensive loss | 98 | 129 | 190 |
Accumulated benefit obligation | 1,057 | 899 | 869 |
Other Postretirement Plans | |||
Change in benefit obligation: | |||
Benefit obligation as of beginning of year | 6 | 6 | 7 |
Benefit disbursements | (1) | (1) | (1) |
Other | 1 | 1 | 0 |
Benefit obligation as of end of year | 6 | 6 | 6 |
Change in plan assets: | |||
Fair value of plan assets as of beginning of year | 0 | 0 | 0 |
Employer contribution | 1 | 1 | 1 |
Benefit disbursements | (1) | (1) | (1) |
Fair value of plan assets as of end of year | 0 | 0 | 0 |
Net funded status | (6) | (6) | (6) |
Amounts recognized in the consolidated balance sheets consist of the following: | |||
Accrued benefit obligation—current | 0 | (1) | (1) |
Accrued benefit obligation—noncurrent | (6) | (5) | (5) |
Net amount recognized in the consolidated balance sheets | (6) | (6) | (6) |
Amounts recognized in accumulated other comprehensive loss consist of the following: | |||
Net loss | 0 | 1 | 1 |
Net loss recognized in accumulated other comprehensive loss | 0 | 1 | 1 |
Accumulated benefit obligation | $ 6 | $ 6 | $ 6 |
Retirement Plans Assumptions to
Retirement Plans Assumptions to Determine Benefit Obligations at Period-end and Net Pension Costs (Details) | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Pension Benefits | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Benefit obligation, discount rate | 2.80% | 3.50% | 4.35% |
Benefit obligation, annual compensation increase | 2.96% | 3.60% | 3.60% |
Net cost, discount rate | 3.50% | 4.35% | 3.70% |
Net cost, expected return on plan assets | 6.00% | 6.00% | 6.00% |
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 | 2.80% | 3.50% | 4.35% |
Net cost, discount rate | 3.50% | 4.35% | 3.70% |
Retirement Plans Assumed Health
Retirement Plans Assumed Health Care Trend Rates (Details) | Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 |
Retirement Benefits [Abstract] | |||
Immediate rate | 5.60% | 5.90% | 6.30% |
Ultimate trend rate | 4.50% | 4.50% | 4.50% |
Retirement Plans Fair Value of
Retirement Plans Fair Value of Defined Benefit Plans' Assets by Asset Fair Value Hierarchy Level (Details) - USD ($) $ in Millions | Jan. 02, 2021 | Dec. 28, 2019 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 1,112 | $ 923 |
Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 7 | 3 |
Domestic Equity Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 56 | 46 |
International equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 2 | 2 |
International Mutual Funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 29 | 26 |
Domestic Corporate Debt Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 292 | 248 |
International Corporate Debt Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 36 | 38 |
U.S. Governmental Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 53 | 6 |
Other Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 3 | 2 |
Securities at Fair Values, Excluding NAV | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 478 | 371 |
Level 1 | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 7 | 3 |
Level 1 | Domestic Equity Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 56 | 46 |
Level 1 | International equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 2 | 2 |
Level 1 | International Mutual Funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 29 | 26 |
Level 1 | Domestic Corporate Debt Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 1 | International Corporate Debt Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 1 | U.S. Governmental Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 1 | Other Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 1 | Securities at Fair Values, Excluding NAV | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 94 | 77 |
Level 2 | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 2 | Domestic Equity Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 2 | International equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 2 | International Mutual Funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 2 | Domestic Corporate Debt Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 292 | 248 |
Level 2 | International Corporate Debt Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 36 | 38 |
Level 2 | U.S. Governmental Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 53 | 6 |
Level 2 | Other Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 3 | 2 |
Level 2 | Securities at Fair Values, Excluding NAV | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 384 | 294 |
Level 3 | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 3 | Domestic Equity Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 3 | International equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 3 | International Mutual Funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 3 | Domestic Corporate Debt Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 3 | International Corporate Debt Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 3 | U.S. Governmental Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 3 | Other Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Level 3 | Securities at Fair Values, Excluding NAV | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fair Value Hierarchy | Common collective trust funds, Cash Equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 11 | 16 |
Fair Value Hierarchy | Common collective trust funds, Domestic Equity Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 240 | 193 |
Fair Value Hierarchy | Common collective trust funds, International Equity Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 62 | 50 |
Fair Value Hierarchy | Common collective trust funds, Treasury STRIPS | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 321 | 293 |
Fair Value Hierarchy | Securities Valued at NAV | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 634 | $ 552 |
Retirement Plans Estimated Futu
Retirement Plans Estimated Future Benefit Payments (Details) $ in Millions | Jan. 02, 2021USD ($) |
Pension Benefits | |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2021 | $ 50 |
2022 | 51 |
2023 | 52 |
2024 | 53 |
2025 | 53 |
Subsequent five years | 247 |
Other Postretirement Plans | |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2021 | 0 |
2022 | 0 |
2023 | 1 |
2024 | 1 |
2025 | 1 |
Subsequent five years | $ 2 |
Retirement Plans Contributions
Retirement Plans Contributions to Multiemployer Pension Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Multiemployer Plans [Line Items] | |||
USF Contributions | $ 44 | $ 38 | $ 35 |
Multiemployer plans, withdrawal liability | 157 | ||
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 | 4 |
Local 703 I.B. of T. Grocery and Food Employees’ Pension Plan | |||
Multiemployer Plans [Line Items] | |||
USF Contributions | 2 | 2 | 2 |
United Teamsters Trust Fund A | |||
Multiemployer Plans [Line Items] | |||
USF Contributions | 1 | 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 | $ 31 | $ 24 | $ 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, shares in Millions, $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Numerator: | |||
Net (loss) income | $ (226) | $ 385 | $ 407 |
Series A convertible preferred stock dividends | 28 | 0 | 0 |
Net (loss) income available to common shareholders | $ (254) | $ 385 | $ 407 |
Denominator: | |||
Weighted-average common shares outstanding (in shares) | 220 | 218 | 216 |
Dilutive effect of share-based awards (in shares) | 0 | 2 | 2 |
Effect of dilutive underlying shares of the Series A convertible preferred stock | 0 | 0 | 0 |
Weighted-average dilutive shares outstanding (in shares) | 220 | 220 | 218 |
Basic | $ (1.15) | $ 1.77 | $ 1.88 |
Diluted | $ (1.15) | $ 1.75 | $ 1.87 |
Earnings Per Share Other Inform
Earnings Per Share Other Information (Details) - shares shares in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Common Stock | |||
Earnings Per Share [Abstract] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9 | 2 | 2 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9 | 2 | 2 |
Series A Preferred Stock [Member] | |||
Earnings Per Share [Abstract] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 15 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 15 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of year | $ 3,709 | $ 3,229 | $ 2,751 |
Balance at end of year | 3,530 | 3,709 | 3,229 |
Retirement benefit obligations | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of year | (52) | (97) | (103) |
Other comprehensive income before reclassifications | 29 | 44 | 6 |
Balance at end of year | (29) | (52) | (97) |
Accumulated Defined Benefit Plans Adjustment Including Portion Attributable to Noncontrolling Interest [Member] | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Total before income tax | 30 | 60 | 9 |
Income tax (benefit) provision | 7 | 15 | 3 |
Current period comprehensive income, net of tax | 23 | 45 | 6 |
Amortization of net loss | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Amounts reclassified from other comprehensive loss, before tax | 1 | 4 | 3 |
Settlements | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Settlements | 0 | 12 | 0 |
Interest rate swaps | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of year | (2) | 13 | 8 |
Other comprehensive income before reclassifications | (11) | (14) | 10 |
Amounts reclassified from other comprehensive loss, before tax | 6 | (6) | (3) |
Total before income tax | (5) | (20) | 7 |
Income tax (benefit) provision | (2) | (5) | 2 |
Current period comprehensive income, net of tax | (3) | (15) | 5 |
Balance at end of year | (5) | (2) | 13 |
Accumulated other comprehensive loss | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of year | (54) | (84) | (95) |
Balance at end of year | $ (34) | $ (54) | $ (84) |
Income Taxes Income Tax (Benefi
Income Taxes Income Tax (Benefit) Provision (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Current: | |||
Federal | $ (20) | $ 102 | $ 32 |
State | 3 | 17 | 12 |
Current income tax (benefit) provision | (17) | 119 | 44 |
Deferred: | |||
Federal | (39) | (6) | 31 |
State | (12) | 13 | 14 |
Deferred income tax (benefit) provision | (51) | 7 | 45 |
Total income tax (benefit) provision | $ (68) | $ 126 | $ 89 |
Income Taxes Additional Informa
Income Taxes Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Income Taxes [Line Items] | |||
Effective income tax rates | 23.00% | 25.00% | 18.00% |
Variation of effective tax rate from federal statutory tax rate | 21.00% | 21.00% | 21.00% |
Operating loss carryforward - state | $ 64 | ||
Unrecognized tax benefits that would impact tax rate if recognized | 34 | $ 35 | $ 36 |
Other Tax Benefits | |||
Income Taxes [Line Items] | |||
Accrued interest and penalties related to unrecognized tax benefits | 7 | $ 5 | |
State | |||
Income Taxes [Line Items] | |||
Minimum tax credit carryforwards | $ 21 |
Income Taxes Reconciliation of
Income Taxes Reconciliation of (Benefit) Provision for Income Taxes from Continuing Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Income Tax Disclosure [Abstract] | |||
Federal income taxes computed at statutory rate | $ (62) | $ 107 | $ 104 |
State income taxes, net of federal income tax benefit | (10) | 24 | 20 |
Stock-based compensation | 1 | (4) | (6) |
Non-deductible expenses | 7 | 4 | 3 |
Change in the valuation allowance for deferred tax assets | (1) | 6 | 1 |
Net operating loss expirations | 3 | 0 | 3 |
Tax credits | (3) | (10) | (6) |
Change in unrecognized tax benefits | (3) | (1) | (21) |
Change in U.S. federal statutory tax rate | 0 | 0 | (8) |
Other | 0 | 0 | (1) |
Total income tax (benefit) provision | $ (68) | $ 126 | $ 89 |
Income Taxes Significant Deferr
Income Taxes Significant Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Jan. 02, 2021 | Dec. 28, 2019 |
Deferred tax assets: | ||
Operating lease liabilities | $ 71 | $ 38 |
Workers’ compensation, general and fleet liabilities | 40 | 36 |
Financing lease and other long term liabilities | 78 | 90 |
Net operating loss carryforwards | 64 | 64 |
Other deferred tax assets | 100 | 63 |
Total gross deferred tax assets | 353 | 291 |
Less valuation allowance | (35) | (36) |
Total net deferred tax assets | 318 | 255 |
Deferred tax liabilities: | ||
Property and equipment | (201) | (221) |
Operating lease assets | (70) | (37) |
Inventories | (21) | (35) |
Intangibles | (274) | (259) |
Other deferred tax liabilities | (21) | (11) |
Total deferred tax liabilities | (587) | (563) |
Deferred Tax Liabilities, Net | $ (269) | $ (308) |
Income Taxes Net Deferred Tax L
Income Taxes Net Deferred Tax Liabilities in Balance Sheet (Details) - USD ($) $ in Millions | Jan. 02, 2021 | Dec. 28, 2019 |
Income Tax Disclosure [Abstract] | ||
Noncurrent deferred tax assets | $ 1 | $ 0 |
Noncurrent deferred tax liability | 270 | 308 |
Deferred Tax Liabilities, Net | $ (269) | $ (308) |
Income Taxes Net Operating Loss
Income Taxes Net Operating Loss Carryforwards Expire (Details) $ in Millions | Jan. 02, 2021USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward - state | $ 64 |
2021-2025 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward - state | 33 |
2026-2030 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward - state | 17 |
2031-2035 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward - state | 7 |
2036-2040 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward - state | 5 |
Indefinite | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward - state | $ 2 |
Income Taxes Summary of Activit
Income Taxes Summary of Activity in Valuation Allowance (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Valuation Allowance [Roll Forward] | |||
Balance as of beginning of year | $ 36 | $ 30 | $ 29 |
(Benefit) expense recognized | (1) | 6 | 1 |
Balance as of end of year | $ 35 | $ 36 | $ 30 |
Income Taxes Reconciliation o_2
Income Taxes Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning balance | $ 39 | $ 40 | $ 108 |
Gross increases due to positions taken in prior years | 3 | 2 | |
Gross decreases due to positions taken in prior years | (64) | ||
Decreases due to lapses of statute of limitations | (1) | (1) | (1) |
Decreases due to changes in tax rates | (5) | (5) | |
Positions assumed in business acquisition | 3 | ||
Unrecognized tax benefits, ending balance | $ 39 | $ 39 | $ 40 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jan. 02, 2021USD ($) |
Electricity | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Purchase commitments | $ 5 |
Diesel Fuel | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Purchase commitments | 53 |
Purchase orders and contract commitments | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Purchase commitments | 1,530 |
Information technology commitments | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Purchase commitments | $ 79 |
US Foods Holding Corp. Conden_3
US Foods Holding Corp. Condensed Financial Information Additional Information (Details) $ in Billions | Jan. 02, 2021USD ($) |
Condensed Financial Information Disclosure [Abstract] | |
Restricted payment capacity | $ 1.3 |
Restricted asset | $ 2.8 |
US Foods Holding Corp. Conden_4
US Foods Holding Corp. Condensed Financial Information Balance Sheets (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 02, 2021 | May 06, 2020 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 |
ASSETS | |||||
Total assets | $ 12,423 | $ 11,288 | |||
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY | |||||
Deferred tax liabilities | 270 | 308 | |||
Other long-term liabilities | 505 | 315 | |||
Total liabilities | 8,374 | 7,579 | |||
Commitments and Contingencies (Note 24) | |||||
Series A convertible preferred stock, $0.01 par value—25 shares authorized; 0.5 and 0.0 issued and outstanding as of January 2, 2021 and December 28, 2019 | 519 | 0 | |||
Shareholders’ Equity | |||||
Common stock, $0.01 par value—600 shares authorized; 221 and 220 issued and outstanding as of January 2, 2021 and December 28, 2019, respectively | 2 | 2 | |||
Additional paid-in capital | 2,901 | 2,845 | |||
Retained earnings | 661 | 916 | |||
Accumulated other comprehensive loss | (34) | (54) | |||
Total shareholders’ equity | 3,530 | 3,709 | $ 3,229 | $ 2,751 | |
Total liabilities, mezzanine equity and shareholders' equity | $ 12,423 | $ 11,288 | |||
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) | 221,000,000 | 220,000,000 | |||
Common stock, shares outstanding (in shares) | 221,000,000 | 220,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0 | ||
Preferred Stock, authorized (in shares) | 25,000,000 | 0 | |||
Preferred Stock, Number of shares issued | 500,000 | 500,000 | 0 | ||
Preferred Stock, shares outstanding (in shares) | 523,127 | 0 | |||
US Foods Holding Corp. | |||||
ASSETS | |||||
Investment in subsidiary | $ 4,050 | $ 3,715 | |||
Total assets | 4,050 | 3,715 | |||
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY | |||||
Deferred tax liabilities | 1 | 1 | |||
Other long-term liabilities | 0 | 5 | |||
Total liabilities | 1 | 6 | |||
Commitments and Contingencies (Note 24) | |||||
Series A convertible preferred stock, $0.01 par value—25 shares authorized; 0.5 and 0.0 issued and outstanding as of January 2, 2021 and December 28, 2019 | 519 | 0 | |||
Shareholders’ Equity | |||||
Common stock, $0.01 par value—600 shares authorized; 221 and 220 issued and outstanding as of January 2, 2021 and December 28, 2019, respectively | 2 | 2 | |||
Additional paid-in capital | 2,901 | 2,845 | |||
Retained earnings | 661 | 916 | |||
Accumulated other comprehensive loss | (34) | (54) | |||
Total shareholders’ equity | 3,530 | 3,709 | |||
Total liabilities, mezzanine equity and shareholders' equity | $ 4,050 | $ 3,715 | |||
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) | 221,000,000 | 220,000,000 | |||
Common stock, shares outstanding (in shares) | 221,000,000 | 220,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0 | |||
Preferred Stock, authorized (in shares) | 25,000,000 | 0 | |||
Preferred Stock, Number of shares issued | 500,000 | 0 | |||
Preferred Stock, shares outstanding (in shares) | 500,000 | 0 |
US Foods Holding Corp. Conden_5
US Foods Holding Corp. Condensed Financial Information Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Condensed Statement of Income Captions [Line Items] | |||
Loss before income taxes | $ (294) | $ 511 | $ 496 |
Income tax (benefit) provision | (68) | 126 | 89 |
Net (loss) income | (226) | 385 | 407 |
Changes in retirement benefit obligations, net of income tax | 23 | 45 | 6 |
Unrecognized (loss) gain on interest rate swaps | (3) | (15) | 5 |
Comprehensive (loss) income | (206) | 415 | 418 |
Net (loss) income available to common shareholders | (254) | 385 | 407 |
US Foods Holding Corp. | |||
Condensed Statement of Income Captions [Line Items] | |||
Loss before income taxes | 0 | 0 | 0 |
Income tax (benefit) provision | (5) | 0 | (31) |
Income before equity in net earnings of subsidiary | 5 | 0 | 31 |
Equity in net earnings of subsidiary | (231) | 385 | 376 |
Net (loss) income | (226) | 385 | 407 |
Changes in retirement benefit obligations, net of income tax | 23 | 45 | 6 |
Unrecognized (loss) gain on interest rate swaps | (3) | (15) | 5 |
Comprehensive (loss) income | (206) | 415 | 418 |
Series A convertible preferred stock dividends | 28 | 0 | 0 |
Net (loss) income available to common shareholders | $ (254) | $ 385 | $ 407 |
US Foods Holding Corp. Conden_6
US Foods Holding Corp. Condensed Financial Information Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (226) | $ 385 | $ 407 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Deferred tax (benefit) provision | (51) | 7 | 45 |
Changes in operating assets and liabilities: | |||
Decrease in accrued expenses and other liabilities | (12) | (4) | (126) |
Net cash provided by operating activities | 413 | 760 | 609 |
Cash flows from investing activities: | |||
Net cash used in investing activities | (1,110) | (1,987) | (232) |
Cash flows from financing activities: | |||
Net proceeds from issuance of Series A convertible preferred stock | 491 | 0 | 0 |
Net cash provided by (used in) financing activities | 1,427 | 1,220 | (391) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 730 | (7) | (14) |
Cash, cash equivalents and restricted cash—beginning of year | 98 | 105 | 119 |
Cash, cash equivalents and restricted cash—end of year | 828 | 98 | 105 |
US Foods Holding Corp. | |||
Cash flows from operating activities: | |||
Net (loss) income | (226) | 385 | 407 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Equity in net earnings of subsidiary | 231 | (385) | (376) |
Deferred tax (benefit) provision | 0 | 0 | (23) |
Changes in operating assets and liabilities: | |||
Decrease in accrued expenses and other liabilities | (5) | 0 | (8) |
Net cash provided by operating activities | 0 | 0 | 0 |
Cash flows from investing activities: | |||
Investment in Subsidiary | (491) | 0 | 0 |
Net cash used in investing activities | (491) | 0 | 0 |
Cash flows from financing activities: | |||
Net proceeds from issuance of Series A convertible preferred stock | 491 | 0 | 0 |
Net cash provided by (used in) financing activities | 491 | 0 | 0 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 0 | 0 | 0 |
Cash, cash equivalents and restricted cash—beginning of year | 0 | 0 | 0 |
Cash, cash equivalents and restricted cash—end of year | $ 0 | $ 0 | $ 0 |
Business Information (Details)
Business Information (Details) - segment | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Concentration Risk [Line Items] | |||
Number of reportable segments | 1 | ||
Sales Revenue, Net | One group | |||
Concentration Risk [Line Items] | |||
Concentration risk (percentage) | 13.00% | 13.00% | 13.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Feb. 04, 2021 | Jan. 02, 2021 |
Subsequent Event [Line Items] | ||
Long-term debt | $ 5,808 | |
Unsecured Senior Notes due 2029 [Member] | Senior notes | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Long-term debt | $ 900 | |
Initial Offering Price, Percentage | 100.00% | |
Interest rate | 4.75% | |
Unsecured Senior Notes due 2029 [Member] | Senior notes | Subsequent Event [Member] | Debt redemption, period one | ||
Subsequent Event [Line Items] | ||
Redemption price percentage of principal amount | 102.375% | |
Unsecured Senior Notes due 2029 [Member] | Senior notes | Subsequent Event [Member] | Debt redemption, period two | ||
Subsequent Event [Line Items] | ||
Redemption price percentage of principal amount | 101.188% | |
Unsecured Senior Notes due 2029 [Member] | Senior notes | Subsequent Event [Member] | Debt redemption, period three | ||
Subsequent Event [Line Items] | ||
Redemption price percentage of principal amount | 100.00% |