Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Apr. 03, 2021 | May 05, 2021 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Apr. 3, 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 $0.01 per share | |
Trading Symbol | USFD | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Outstanding (in shares) | 221,911,590 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001665918 | |
Current Fiscal Year End Date | --01-01 | |
Entity Small Business | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Apr. 03, 2021 | Jan. 02, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 912 | $ 828 |
Accounts receivable, less allowances of $51 and $67 | 1,354 | 1,084 |
Vendor receivables, less allowances of $7 and $5 | 177 | 121 |
Inventories—net | 1,451 | 1,273 |
Prepaid expenses | 160 | 132 |
Assets held for sale | 10 | 1 |
Other current assets | 20 | 26 |
Total current assets | 4,084 | 3,465 |
Property and equipment—net | 1,987 | 2,021 |
Goodwill | 5,625 | 5,637 |
Other intangibles—net | 874 | 892 |
Deferred tax assets | 21 | 1 |
Other assets | 409 | 407 |
Total assets | 13,000 | 12,423 |
Current liabilities: | ||
Cash overdraft liability | 178 | 136 |
Accounts payable | 1,733 | 1,218 |
Accrued expenses and other current liabilities | 538 | 497 |
Current portion of long-term debt | 122 | 131 |
Total current liabilities | 2,571 | 1,982 |
Long-term debt | 5,616 | 5,617 |
Deferred tax liabilities | 275 | 270 |
Other long-term liabilities | 504 | 505 |
Total liabilities | 8,966 | 8,374 |
Commitments and contingencies (Note 18) | ||
Series A convertible preferred stock, $0.01 par value—25 shares authorized; 0.5 issued and outstanding as of April 3, 2021 and January 2, 2021 | 534 | 519 |
Shareholders’ equity: | ||
Common stock, $0.01 par value—600 shares authorized; 222 and 221 issued and outstanding as of April 3, 2021 and January 2, 2021, respectively | 2 | 2 |
Additional paid-in capital | 2,908 | 2,901 |
Retained earnings | 622 | 661 |
Accumulated other comprehensive loss | (32) | (34) |
Total shareholders’ equity | 3,500 | 3,530 |
Total liabilities, mezzanine equity and shareholders' equity | $ 13,000 | $ 12,423 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Apr. 03, 2021 | Jan. 02, 2021 |
Statement of Financial Position [Abstract] | ||
Allowances for accounts receivable | $ 51 | $ 67 |
Allowances for vendor receivables | $ 7 | $ 5 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, Number of shares issued | 500,000 | 500,000 |
Preferred stock, outstanding (in shares) | 532,281 | 523,127 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, issued (in shares) | 222,000,000 | 221,000,000 |
Common stock, outstanding (in shares) | 222,000,000 | 221,000,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Apr. 03, 2021 | Mar. 28, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net sales | $ 6,295 | $ 6,339 |
Cost of goods sold | 5,292 | 5,273 |
Gross profit | 1,003 | 1,066 |
Operating expenses: | ||
Distribution, selling and administrative costs | 972 | 1,192 |
Restructuring Costs | 3 | 0 |
Total operating expenses | 975 | 1,192 |
Operating income (loss) | 28 | (126) |
Other income—net | (7) | (6) |
Interest expense—net | 54 | 52 |
Loss on extinguishment of debt | 23 | 0 |
Loss before income taxes | (42) | (172) |
Income tax benefit | (18) | (40) |
Net loss | (24) | (132) |
Other comprehensive loss—net of tax: | ||
Changes in retirement benefit obligations | 0 | 0 |
Unrecognized gain (loss) on interest rate swaps | 2 | (6) |
Comprehensive loss | (22) | (138) |
Net loss | (24) | (132) |
Series A convertible preferred stock dividends | 15 | 0 |
Net loss available to common shareholders | $ (39) | $ (132) |
Net loss per share | ||
Basic | $ (0.18) | $ (0.60) |
Diluted | $ (0.18) | $ (0.60) |
Weighted-average common shares outstanding | ||
Basic | 221 | 219 |
Diluted | 221 | 219 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Millions, $ in Millions | Total | Common shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Shares balance beginning of period (in shares) at Dec. 28, 2019 | 220 | ||||
Balance at beginning of period at Dec. 28, 2019 | $ 3,709 | $ 2 | $ 2,845 | $ 916 | $ (54) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 7 | 7 | |||
Proceeds from employee stock purchase plan | 6 | 6 | |||
Exercise of stock options (in shares) | 0 | ||||
Exercise of stock options | 1 | 1 | |||
Tax withholding payments for net share-settled equity awards | (2) | (2) | |||
Adoption of ASU 2016-13 | (1) | (1) | |||
Unrecognized gain (loss) on interest rate swaps, net of income tax | (6) | (6) | |||
Net loss | (132) | (132) | |||
Shares balance end of period (in shares) at Mar. 28, 2020 | 220 | ||||
Balance at end of period at Mar. 28, 2020 | 3,582 | $ 2 | 2,857 | 783 | (60) |
Shares balance beginning of period (in shares) at Jan. 02, 2021 | 221 | ||||
Balance at beginning of period at Jan. 02, 2021 | 3,530 | $ 2 | 2,901 | 661 | (34) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 10 | 10 | |||
Proceeds from employee stock purchase plan | 5 | 5 | |||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | 0 | ||||
Vested restricted stock units, net | 1 | ||||
Exercise of stock options (in shares) | 0 | ||||
Exercise of stock options | 4 | 4 | |||
Tax withholding payments for net share-settled equity awards | (12) | (12) | |||
Series A convertible preferred stock dividends | (15) | (15) | |||
Unrecognized gain (loss) on interest rate swaps, net of income tax | 2 | 2 | |||
Net loss | (24) | (24) | |||
Shares balance end of period (in shares) at Apr. 03, 2021 | 222 | ||||
Balance at end of period at Apr. 03, 2021 | $ 3,500 | $ 2 | $ 2,908 | $ 622 | $ (32) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Apr. 03, 2021 | Mar. 28, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (24) | $ (132) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 101 | 101 |
Loss on disposal of property and equipment—net | 0 | 1 |
Loss on extinguishment of debt | 23 | 0 |
Amortization of deferred financing costs | 3 | 2 |
Deferred tax benefit | (4) | (17) |
Share-based compensation expense | 10 | 7 |
(Benefit) provision for doubtful accounts | (12) | 180 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in receivables | (315) | 157 |
(Increase) decrease in inventories—net | (178) | 6 |
Increase in prepaid expenses and other assets | (25) | (26) |
Increase (decrease) in accounts payable and cash overdraft liability | 555 | (215) |
Increase (decrease) in accrued expenses and other liabilities | 42 | (126) |
Net cash provided by (used in) operating activities | 176 | (62) |
Cash flows from investing activities: | ||
Proceeds from sales of assets | 0 | 5 |
Purchases of property and equipment | (46) | (79) |
Net cash used in investing activities | (46) | (74) |
Cash flows from financing activities: | ||
Proceeds from debt borrowings | 900 | 1,945 |
Principal payments on debt and financing leases | (926) | (827) |
Debt financing costs and fees | (18) | 0 |
Proceeds from employee stock purchase plan | 5 | 6 |
Proceeds from exercise of stock options | 4 | 1 |
Tax withholding payments for net share-settled equity awards | (12) | (2) |
Net cash (used in) provided by financing activities | (47) | 1,123 |
Net increase in cash, cash equivalents and restricted cash | 83 | 987 |
Cash, cash equivalents and restricted cash—beginning of period | 829 | 98 |
Cash, cash equivalents and restricted cash—end of period | 912 | 1,085 |
Supplemental disclosures of cash flow information: | ||
Interest paid—net of amounts capitalized | 33 | 41 |
Income taxes paid—net | 0 | 2 |
Property and equipment purchases included in accounts payable | 23 | 38 |
Property and equipment transferred to assets held for sale | 9 | 14 |
Leased assets obtained in exchange for financing lease liabilities | 7 | 59 |
Leased assets obtained in exchange for operating lease liabilities | 8 | 2 |
Paid-in-kind Series A convertible preferred stock dividends | $ 15 | $ 0 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 3 Months Ended |
Apr. 03, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview and Basis of Presentation | OVERVIEW AND BASIS OF PRESENTATION US Foods Holding Corp., a Delaware corporation, and its consolidated subsidiaries are referred to in these consolidated financial statements and notes as “we,” “our,” “us,” the “Company,” or “US Foods.” US Foods Holding Corp. conducts all of its operations through its wholly owned subsidiary US Foods, Inc. (“USF”) and its subsidiaries. All of the Company’s indebtedness, as further described in Note 10, Debt, is a direct obligation of USF and its subsidiaries. Business Description —The Company, through USF, operates in one business segment in which it markets and distributes fresh, frozen and dry food and non-food products to foodservice customers throughout the 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. Basis of Presentation —The Company operates on a 52 or 53-week fiscal year, with all periods ending on a Saturday. When a 53-week fiscal year occurs, the Company reports the additional week in the fiscal fourth quarter. Fiscal year 2021 is a 52-week fiscal year. Fiscal year 2020 was a 53-week fiscal year. The consolidated financial statements included in this Quarterly Report have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements and notes prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures included in this Quarterly Report are adequate to make the information presented not misleading. These interim consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes included in the 2020 Annual Report. The consolidated interim financial statements reflect all adjustments (consisting of normal recurring items) necessary for the fair presentation of the financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods are not necessarily indicative of the results that might be achieved for the full fiscal year. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Apr. 03, 2021 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS Recently Issued Accounting Pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 | 3 Months Ended |
Apr. 03, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognition | REVENUE RECOGNITION The Company recognizes revenue when the performance obligation is satisfied, which occurs when a customer obtains control of the promised goods or services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for these goods or services. The Company generates substantially all of its revenue from the distribution and sale of food and food-related products and recognizes revenue when title and risk of loss passes and the customer accepts the goods, which occurs at delivery. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of revenue at the time the revenue is recognized. Sales taxes invoiced to customers and remitted to governmental authorities are excluded from net sales. Shipping and handling costs are treated as fulfillment costs and included in distribution, selling and administrative costs. The Company did not have any material outstanding performance obligations, contract liabilities or capitalized contract acquisition costs as of April 3, 2021 and January 2, 2021. Customer receivables, which are included in accounts receivable, less allowances in the Company’s Consolidated Balance Sheets, were $1.4 billion and $1.1 billion as of April 3, 2021 and January 2, 2021, 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 payments 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 included in prepaid expenses in the Company’s Consolidated Balance Sheets as of both April 3, 2021 and January 2, 2021, and $29 million and $27 million included in other assets in the Company’s Consolidated Balance Sheets as of April 3, 2021 and January 2, 2021, respectively. The following table presents the disaggregation of revenue for each of the Company’s principal product categories: 13 Weeks Ended April 3, 2021 March 28, 2020 Meats and seafood $ 2,262 $ 2,226 Dry grocery products 1,093 1,092 Refrigerated and frozen grocery products 994 1,047 Dairy 622 648 Equipment, disposables and supplies 693 629 Beverage products 324 344 Produce 307 353 Net sales $ 6,295 $ 6,339 |
Business Acquisitions
Business Acquisitions | 3 Months Ended |
Apr. 03, 2021 | |
Business Combinations [Abstract] | |
Business Acquisitions | BUSINESS ACQUISITIONS 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 serving small and mid-sized restaurants and other food business customers. The acquisition of Smart Foodservice expanded 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 10, 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 final purchase price allocation recognized for the Smart Foodservice acquisition as of April 24, 2020. The decrease in goodwill during the 13 weeks ended April 3, 2021 was due to the finalization of deferred income taxes associated with the acquisition. Purchase Price Allocation Accounts receivable $ 5 Inventories 43 Other current assets 24 Property and equipment 84 Goodwill (1) 895 Other intangibles (2) 14 Other assets 145 Accounts payable (38) Accrued expenses and other current liabilities (32) Deferred income taxes (8) 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. Smart Foodservice acquisition and integration related costs included in distribution, selling and administrative costs in the Company’s Consolidated Statements of Comprehensive Income were $4 million and $10 million for the 13 weeks ended April 3, 2021 and March 28, 2020, 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 the 13 weeks ended April 3, 2021 and March 28, 2020. The unaudited pro forma financial information presents the combined results of operations as if the acquisition and related financing of Smart Foodservice had occurred as of December 30, 2018, which date represents the first day of the Company’s fiscal year prior to the Smart Foodservice acquisition date. 13 Weeks Ended April 3, 2021 March 28, 2020 Pro forma net sales $ 6,295 $ 6,625 Pro forma net loss available to common shareholders $ (39) $ (106) Pro forma net loss per share: Basic $ (0.18) $ (0.48) Diluted $ (0.18) $ (0.48) 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 facility used to finance the acquisition, (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 with our previously existing operations or the standalone cost estimates and estimated costs that were incurred by the former parent company. 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 acquisition. |
Inventories
Inventories | 3 Months Ended |
Apr. 03, 2021 | |
Inventory Disclosure [Abstract] | |
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.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 4, 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. LIFO reserves in the Company’s Consolidated Balance Sheets were $198 million and $177 million as of April 3, 2021 and January 2, 2021, respectively. As a result of changes in LIFO reserves, cost of goods sold increased $21 million for the 13 weeks ended April 3, 2021, and decreased $13 million for the 13 weeks ended March 28, 2020. |
Allowance For Doubtful Accounts
Allowance For Doubtful Accounts Disclosures | 3 Months Ended |
Apr. 03, 2021 | |
Receivables [Abstract] | |
Allowance For Doubtful Accounts Disclosures [Text Block] | ALLOWANCE FOR DOUBTFUL ACCOUNTSThe 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. Since mid-March 2020, our business has been significantly impacted by the COVID-19 pandemic. In March 2020, in order to reduce the spread of COVID-19 and its variants, many countries, including the United States, took steps to restrict travel, temporarily close or enforce capacity restrictions on businesses, schools and other public gathering spaces, including restaurants and recreational, sporting and other similar venues. Since December 2020, three vaccines for COVID-19 have been authorized by the United States Food and Drug Administration ("FDA") for emergency use and beginning in April 2021, all individuals 16 years old and older in the United States are eligible to receive a vaccine. New cases of COVID-19 and its variants continue to be reported and it remains uncertain when restrictions will be fully lifted and enhanced safety measures, including physical distancing and face mask protocols, will no longer be needed. As a result, it remains uncertain when and to what extent the COVID-19 pandemic will fully abate. Due to the impact that the COVID-19 pandemic was expected to have 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 the 13 weeks ended March 28, 2020. In each subsequent quarter of fiscal year 2020 and during the 13 weeks ended April 3, 2021, due to more favorable than anticipated collections on our pre-COVID-19 accounts receivable, we reduced our allowance for doubtful accounts. The remaining pre-COVID-19 accounts receivable are fully reserved as of April 3, 2021. A summary of the activity in the allowance for doubtful accounts for the 13 weeks ended April 3, 2021 was as follows: Balance as of January 2, 2021 $ 67 Reversed from costs and expenses (12) Customer accounts written off—net of recoveries (4) Balance as of April 3, 2021 $ 51 This table excludes the vendor receivable related allowance for doubtful accounts of $7 million and $5 million as of April 3, 2021 and January 2, 2021, respectively. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Apr. 03, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from 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 terms of the related leases or the estimated useful lives of the assets, if reasonably assured the Company will purchase the assets at the end of the lease terms. As of April 3, 2021 and January 2, 2021, property and equipment-net included accumulated depreciation of $2,649 million and $2,566 million, respectively. Depreciation expense was $82 million for both the 13 weeks ended April 3, 2021 and March 28, 2020. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 3 Months Ended |
Apr. 03, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | GOODWILL AND OTHER INTANGIBLES Goodwill includes the cost of acquired businesses in excess of the fair value of the tangible 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 $19 million for both the 13 weeks ended April 3, 2021 and March 28, 2020. Goodwill and other intangibles—net consisted of the following: April 3, 2021 January 2, 2021 Goodwill $ 5,625 $ 5,637 Other intangibles—net Customer relationships—amortizable: Gross carrying amount $ 704 $ 725 Accumulated amortization (113) (119) Net carrying value 591 606 Trade names—amortizable: Gross carrying amount 1 15 Accumulated amortization — (11) Net carrying value 1 4 Noncompete agreements—amortizable: Gross carrying amount 3 3 Accumulated amortization (2) (2) Net carrying value 1 1 Brand names and trademarks—not amortizing 281 281 Total other intangibles—net $ 874 $ 892 The net decrease in the gross carrying amount of customer relationships as of April 3, 2021 is attributable to the write-off of fully amortized intangible assets related to certain 2017 business acquisitions. The net decrease in the gross carrying amount of amortizable trade names is attributable to the write-off of the fully amortized trade name related to the Smart Foodservice acquisition, when Smart Foodservice® warehouse stores were rebranded to CHEF'STORE® in March 2021. The Company assesses for impairment of intangible assets with definite lives only if events occur that indicate that the carrying amount of an intangible 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. In the third quarter of fiscal year 2020, the Company performed a quantitative assessment in testing goodwill and indefinite-lived intangible assets for impairment, which resulted in the carrying value of two trade names acquired as part of the Food Group acquisition exceeding their fair value by $9 million, and impairment charges of this amount were recognized. No other impairments were noted as part of the annual impairment assessment. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Apr. 03, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The Company follows the accounting standards for fair value, under which fair value is a market-based measurement, not an entity-specific measurement. The Company’s fair value measurements are based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: • Level 1—observable inputs, such as quoted prices in active markets • Level 2—observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active or inactive markets that are observable either directly or indirectly, or other inputs that are observable or can be corroborated by observable market data • Level 3—unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions Any transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy will be recognized 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 April 3, 2021 and January 2, 2021, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows: April 3, 2021 Level 1 Level 2 Level 3 Total Assets Money market funds $ 690 $ — $ — $ 690 Liabilities Interest rate swaps $ — $ 3 $ — $ 3 January 2, 2021 Level 1 Level 2 Level 3 Total Assets Money market funds $ 696 $ — $ — $ 696 Liabilities Interest rate swaps $ — $ 5 $ — $ 5 There were no significant assets or liabilities on the Company's Consolidated Balance Sheets measured at fair value on a nonrecurring basis for the periods presented above, except as further disclosed in Note 8, 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 10, Debt). USF has entered into four-year interest rate swap agreements expiring July 31, 2021, which 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 10, Debt). The Company records its interest rate swaps in its Consolidated Balance Sheets at fair value, based on projections of cash flows and future interest rates. The determination of fair value includes the consideration of any credit valuation adjustments necessary, giving consideration to the creditworthiness of the respective counterparties and the Company. The following table presents the balance sheet location and fair value of the interest rate swaps as of April 3, 2021 and January 2, 2021: Fair Value Balance Sheet Location April 3, 2021 January 2, 2021 Derivatives designated as hedging instruments Interest rate swaps Accrued expenses and $ 3 $ 5 Total liabilities $ 3 $ 5 Gains and losses on the interest rate swaps are initially recorded in accumulated o ther comprehensive loss and reclassified to interest expense during the period in which the hedged transaction affects income. The following table presents the effect of the Company’s interest rate swaps in its Consolidated Statements of Comprehensive Income f or the 13 weeks ended April 3, 2021 and March 28, 2020: Derivatives in Cash Flow Hedging Relationships Amount of Loss Recognized in Accumulated Other Comprehensive Loss, net of tax Location of Amounts Reclassified from Accumulated Other Comprehensive Loss Amount of Loss Reclassified from Accumulated Other Comprehensive Loss to Income, net of tax For the 13 weeks ended April 3, 2021 Interest rate swaps $ — Interest expense—net $ 2 For the 13 weeks ended March 28, 2020 Interest rate swaps $ (6) Interest expense—net $ — During the next twelve months, the Company estimates that $3 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. The fair value of the Company’s total debt approximated $5.8 billion, compared to its carrying value of $5.7 billion as of both April 3, 2021 and January 2, 2021. The fair value of the Company's 4.75% unsecured senior notes due February 15, 2029 (the "Unsecured Senior Notes due 2029") was $0.9 billion as of April 3, 2021. As discussed in Note 10, Debt, the proceeds from the Unsecured Senior Notes due 2029 were used to redeem the Company's 5.875% unsecured senior notes due 2024 (the "Unsecured Senior Notes due 2024") and other debt. The fair value of the Unsecured Senior Notes due 2024 was $0.6 billion as of January 2, 2021. The fair value of the Company’s 6.25% senior secured notes due April 15, 2025 (the “Secured Notes”) was $1.1 billion as of both April 3, 2021 and January 2, 2021. Fair value of the Secured Notes, the Unsecured Senior Notes due 2029 and the Unsecured Senior Notes due 2024 is based upon the closing market prices of the Secured Notes, the Unsecured Senior Notes due 2029 and the Unsecured Senior Notes due 2024 on the respective dates. The fair value of the Secured Notes, the Unsecured Senior Notes due 2029 and the Unsecured Senior Notes due 2024 is classified under Level 2 of the fair value hierarchy. The fair value of the balance of the Company’s debt is primarily classified under Level 3 of the fair value hierarchy, with fair value estimated based upon a combination of the cash outflows expected under these debt facilities, interest rates that are currently available to the Company for debt with similar terms, and estimates of the Company’s overall credit risk. |
Debt
Debt | 3 Months Ended |
Apr. 03, 2021 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Total debt consisted of the following: Debt Description Maturity Interest Rate as of April 3, 2021 Carrying Value as of April 3, 2021 Carrying Value as of January 2, 2021 ABL Facility May 31, 2024 —% $ — $ — Initial Term Loan Facility (net of $2 and $3 June 27, 2023 1.86% 2,093 2,098 2019 Incremental Term Loan Facility (net of $29 September 13, 2026 2.11% 1,449 1,451 2020 Incremental Term Loan Facility (net of $11 of unamortized deferred financing costs) (1) April 24, 2025 —% — 284 Senior Secured Notes (net of $12 and $13 of unamortized deferred financing costs) April 15, 2025 6.25% 988 987 Unsecured Senior Notes due 2024 (net of $3 of unamortized deferred financing costs) (1) June 15, 2024 —% — 597 Unsecured Senior Notes due 2029 (net of $9 of unamortized deferred financing costs) February 15, 2029 4.75% 891 — Obligations under financing leases 2021–2031 1.63% - 6.10% 309 323 Other debt 2021–2031 5.75% - 9.00% 8 8 Total debt 5,738 5,748 Current portion of long-term debt (122) (131) Long-term debt $ 5,616 $ 5,617 (1) The 2020 Incremental Term Loan Facility and Unsecured Senior Notes due 2024 were paid in full on February 4, 2021 with the issuance of the Unsecured Senior Notes due 2029 and subsequently terminated as further discussed below. The related unamortized deferred financing costs were written off in connection with the terminations. As of April 3, 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 52% of the Company’s total debt bears interest at a floating rate. ABL Facility USF's asset based senior secured revolving credit facility (the “ABL Facility”) provides USF with loan commitments having a maximum aggregate principal amount of $1,990 million. The ABL Facility is scheduled to mature on May 31, 2024. 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 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 April 3, 2021 was 0.00% for ABR loans and 1.00% for LIBOR loans. USF had no outstanding borrowings, and had issued letters of credit totaling $279 million, under the ABL Facility as of April 3, 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 $1,711 million under the ABL Facility as of April 3, 2021. Term Loan Facilities Under its term loan credit agreement, USF has entered into an initial senior secured term loan facility (the "Initial Term Loan Facility") and an incremental senior secured term loan facility (the "2019 Incremental Term Loan Facility"). The Initial Term Loan Facility had a carrying value of $2.1 billion, net of $2 million of unamortized deferred financing costs as of April 3, 2021. The table above reflects the interest rate on the unhedged portion of the Initial Term Loan Facility as of April 3, 2021. The effective interest rate of the portion of the Initial Term Loan Facility subject to interest rate hedging agreements was 3.45% as of April 3, 2021. The Initial Term Loan Facility is scheduled to mature on June 27, 2023. The 2019 Incremental Term Loan Facility had a carrying value of $1,449 million, net of $29 million of unamortized deferred financing costs as of April 3, 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, determined in accordance with the term loan credit agreement, plus a margin of 1.00%. The 2019 Incremental Term Loan Facility is scheduled to mature on September 13, 2026. Secured Notes The Secured Notes had a carrying value of $988 million, net of $12 million of unamortized deferred financing costs, as of April 3, 2021. The Secured Notes are scheduled to mature on April 15, 2025. Unsecured Senior Notes due 2029 On February 4, 2021, USF completed a private offering of $900 million aggregate principal amount of Unsecured Senior Notes due 2029. USF used the proceeds of the Unsecured Senior Notes due 2029, together with cash on hand, to redeem all of the Company's then outstanding Unsecured Senior Notes due 2024, repay all of the then outstanding borrowings under the incremental senior secured term loan facility borrowed in April 2020 (the "2020 Incremental Term Loan Facility") and to pay related fees and expenses. In connection with the repayment of the Unsecured Senior Notes due 2024 and 2020 Incremental Term Loan Facility, the Company applied debt extinguishment accounting and recorded $23 million in loss on extinguishment of debt in the Company's Consolidated Statements of Comprehensive Income, consisting of a $14 million write-off of pre-existing unamortized deferred financing costs related to the redeemed facilities and a $9 million early redemption premium related to the Unsecured Senior Notes due 2024. Lender fees and third-party costs of $9 million associated with the issuance of the Unsecured Senior Notes due 2029 were capitalized as deferred financing costs. The Unsecured Senior Notes due 2029 had an outstanding balance of $891 million, net of $9 million of unamortized deferred financing costs, as of April 3, 2021. The Unsecured Senior 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 Senior 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 Senior 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. 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 $2.7 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 April 3, 2021. |
Restructuring Liabilities (Note
Restructuring Liabilities (Notes) | 3 Months Ended |
Apr. 03, 2021 | |
Restructuring Liabilities [Abstract] | |
Restructuring Liabilities | RESTRUCTURING LIABILITIES 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. During the 13 weeks ended April 3, 2021, $3 million of net restructuring costs were recognized primarily related to initiatives to improve operational effectiveness. Net restructuring costs were de minimis during the 13 weeks ended March 28, 2020. Net restructuring liabilities were $4 million and $2 million as of April 3, 2021 and January 2, 2021, respectively. |
Retirement Plans
Retirement Plans | 3 Months Ended |
Apr. 03, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plans | RETIREMENT PLANS The Company sponsors a defined benefit pension plan and a 401(k) plan for eligible employees, and provides certain postretirement health and welfare benefits to eligible retirees and their dependents. 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 plan was merged into the US Foods Consolidated Defined Benefit Retirement Plan as of December 31, 2020. The components of net periodic pension benefit credits for Company sponsored defined benefit plans were as follows: 13 Weeks Ended April 3, 2021 March 28, 2020 Components of net periodic pension benefit credits Service cost $ 1 $ 1 Interest cost 7 7 Expected return on plan assets (14) (13) Net periodic pension benefit credits $ (6) $ (5) Other postretirement benefit costs were de minimis for both the 13 weeks ended April 3, 2021 and March 28, 2020. The service cost component of net periodic benefit credits is included in distribution, selling and administrative costs, while the other components of net periodic benefit credits are included in other (income) expense—net, respectively, in the Company's Consolidated Statements of Comprehensive Income. The Company does not expect to make significant contributions to its defined benefit pension plan in fiscal year 2021. Certain employees are eligible to participate in the Company's 401(k) plan. The Company made employer matching contributions to the 401(k) plan of $13 million and $14 million for the 13 weeks ended April 3, 2021 and March 28, 2020, respectively. The Company is also required to contribute to various multiemployer pension plans under the terms of collective bargaining agreements that cover certain of its union-represented employees. The Company’s contributions to these plans were $10 million and $12 million for the 13 weeks ended April 3, 2021 and March 28, 2020, respectively. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Apr. 03, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per share | EARNINGS PER SHARE The Company computes 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 the 13 weeks ended April 3, 2021 and March 28, 2020, share-based awards representing 9 million and 10 million underlying common shares, respectively, were not included in the computation because the effect would have been anti-dilutive. For the 13 weeks ended April 3, 2021, convertible preferred stock representing 24 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: 13 Weeks Ended April 3, 2021 March 28, 2020 Numerator: Net loss $ (24) $ (132) Series A convertible preferred stock dividends (1) 15 — Net loss available to common shareholders $ (39) $ (132) Denominator: Weighted-average common shares outstanding 221 219 Effect of dilutive securities — — Effect of dilutive underlying shares of the Series A convertible preferred stock — — Weighted-average dilutive shares outstanding 221 219 Net loss per share Basic $ (0.18) $ (0.60) Diluted $ (0.18) $ (0.60) (1) Preferred stock dividends for the first quarter of 2021 were declared on March 23, 2021 and were paid in kind on March 31, 2021. |
Convertible Preferred Stock (No
Convertible Preferred Stock (Notes) | 3 Months Ended |
Apr. 03, 2021 | |
Convertible Preferred Stock [Abstract] | |
Convertible Preferred Stock | 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, which agreement was joined on February 25, 2021 by permitted transferee KKR Fresh Holdings 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 to KKR Fresh Aggregator L.P. 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. As of January 2, 2021, the Company had issued a total of 523,127 shares of Series A convertible preferred stock. On March 31, 2021, the Company paid a dividend on the shares of the Series A convertible preferred stock in the form of 9,154 shares of Series A convertible preferred stock, 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 convertible preferred stock. The following table summarizes the activity for the outstanding Series A convertible preferred stock and associated carrying value for the 13 weeks ended April 3, 2021 was as follows: Series A Convertible Preferred Stock Shares Carrying Value Balance, January 2, 2021 523,127 $ 519 Shares issued as paid in kind dividend 9,154 15 Balance April 3, 2021 532,281 $ 534 |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss | 3 Months Ended |
Apr. 03, 2021 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Loss | CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS The following table presents changes in accumulated other comprehensive loss by component for the periods presented: 13 Weeks Ended April 3, 2021 March 28, 2020 Accumulated other comprehensive loss components Retirement benefit obligations: Balance as of beginning of period (1) $ (29) $ (52) Reclassification adjustments: Amortization of net loss (2) (3) — — Total before income tax — — Income tax provision — — Current period comprehensive income, net of tax — — Balance as of end of period (1) $ (29) $ (52) Interest rate swaps: Balance as of beginning of period (1) $ (5) $ (2) Change in fair value of interest rate swaps — (8) Amounts reclassified to interest expense—net 2 — Total before income tax 2 (8) Income tax benefit — (2) Current period comprehensive income (loss), net of tax 2 (6) Balance as of end of period (1) $ (3) $ (8) Accumulated other comprehensive loss as of end of period (1) $ (32) $ (60) (1) Amounts are presented net of tax. (2) Included in the computation of net periodic benefit costs. See Note 12, Retirement Plans, for additional information. (3) Included in other income (expense)—net in the Company's Consolidated Statements of Comprehensive Income. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Apr. 03, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | KKR Capital Markets LLC, an affiliate of KKR, received $1 million for debt advisory services rendered in connection with the Unsecured Senior Notes due 2029 financing during the 13 weeks ended April 3, 2021. As of April 3, 2021, investment funds managed by an affiliate of KKR held approximately $60 million in aggregate principal amount of the Initial Term Loan Facility and the 2019 Incremental Term Loan Facility, as reported by the administrative agent. |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 03, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 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. The Company estimated its annual effective income tax rate for the full fiscal year and applied the annual effective income tax rate to the results of the 13 weeks ended April 3, 2021 and March 28, 2020 for purposes of determining its year-to-date tax provision. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 03, 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 $1,523 million of purchase orders and purchase contract commitments as of April 3, 2021 to be purchased in the remainder of fiscal year 2021 and $67 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 $38 million through December 2021, as of April 3, 2021. Additionally, the Company had electricity forward purchase commitments totaling $5 million through June 2024, as of April 3, 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. |
Business Information
Business Information | 3 Months Ended |
Apr. 03, 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. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Apr. 03, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue by principal product categories | The following table presents the disaggregation of revenue for each of the Company’s principal product categories: 13 Weeks Ended April 3, 2021 March 28, 2020 Meats and seafood $ 2,262 $ 2,226 Dry grocery products 1,093 1,092 Refrigerated and frozen grocery products 994 1,047 Dairy 622 648 Equipment, disposables and supplies 693 629 Beverage products 324 344 Produce 307 353 Net sales $ 6,295 $ 6,339 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 3 Months Ended |
Apr. 03, 2021 | |
Business Combinations [Abstract] | |
Purchase Price Allocation | The following table summarizes the final purchase price allocation recognized for the Smart Foodservice acquisition as of April 24, 2020. The decrease in goodwill during the 13 weeks ended April 3, 2021 was due to the finalization of deferred income taxes associated with the acquisition. Purchase Price Allocation Accounts receivable $ 5 Inventories 43 Other current assets 24 Property and equipment 84 Goodwill (1) 895 Other intangibles (2) 14 Other assets 145 Accounts payable (38) Accrued expenses and other current liabilities (32) Deferred income taxes (8) 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. |
Pro Forma Information | The following table presents the Company’s unaudited pro forma consolidated net sales, net income and earnings per share (“EPS”) for the 13 weeks ended April 3, 2021 and March 28, 2020. The unaudited pro forma financial information presents the combined results of operations as if the acquisition and related financing of Smart Foodservice had occurred as of December 30, 2018, which date represents the first day of the Company’s fiscal year prior to the Smart Foodservice acquisition date. 13 Weeks Ended April 3, 2021 March 28, 2020 Pro forma net sales $ 6,295 $ 6,625 Pro forma net loss available to common shareholders $ (39) $ (106) Pro forma net loss per share: Basic $ (0.18) $ (0.48) Diluted $ (0.18) $ (0.48) |
Allowance for Doubtful Accoun_2
Allowance for Doubtful Accounts (Tables) | 3 Months Ended |
Apr. 03, 2021 | |
Receivables [Abstract] | |
Allowance for doubtful accounts | A summary of the activity in the allowance for doubtful accounts for the 13 weeks ended April 3, 2021 was as follows: Balance as of January 2, 2021 $ 67 Reversed from costs and expenses (12) Customer accounts written off—net of recoveries (4) Balance as of April 3, 2021 $ 51 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 3 Months Ended |
Apr. 03, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Other Intangibles, Net | Goodwill and other intangibles—net consisted of the following: April 3, 2021 January 2, 2021 Goodwill $ 5,625 $ 5,637 Other intangibles—net Customer relationships—amortizable: Gross carrying amount $ 704 $ 725 Accumulated amortization (113) (119) Net carrying value 591 606 Trade names—amortizable: Gross carrying amount 1 15 Accumulated amortization — (11) Net carrying value 1 4 Noncompete agreements—amortizable: Gross carrying amount 3 3 Accumulated amortization (2) (2) Net carrying value 1 1 Brand names and trademarks—not amortizing 281 281 Total other intangibles—net $ 874 $ 892 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Apr. 03, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets and Liabilities | The Company’s assets and liabilities measured at fair value on a recurring basis as of April 3, 2021 and January 2, 2021, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows: April 3, 2021 Level 1 Level 2 Level 3 Total Assets Money market funds $ 690 $ — $ — $ 690 Liabilities Interest rate swaps $ — $ 3 $ — $ 3 January 2, 2021 Level 1 Level 2 Level 3 Total Assets Money market funds $ 696 $ — $ — $ 696 Liabilities Interest rate swaps $ — $ 5 $ — $ 5 |
Schedule of Derivative Instruments in Statement of Financial Position | The following table presents the balance sheet location and fair value of the interest rate swaps as of April 3, 2021 and January 2, 2021: Fair Value Balance Sheet Location April 3, 2021 January 2, 2021 Derivatives designated as hedging instruments Interest rate swaps Accrued expenses and $ 3 $ 5 Total liabilities $ 3 $ 5 |
Schedule of Derivative Instruments, effect on OCI [Table Text Block] | The following table presents the effect of the Company’s interest rate swaps in its Consolidated Statements of Comprehensive Income f or the 13 weeks ended April 3, 2021 and March 28, 2020: Derivatives in Cash Flow Hedging Relationships Amount of Loss Recognized in Accumulated Other Comprehensive Loss, net of tax Location of Amounts Reclassified from Accumulated Other Comprehensive Loss Amount of Loss Reclassified from Accumulated Other Comprehensive Loss to Income, net of tax For the 13 weeks ended April 3, 2021 Interest rate swaps $ — Interest expense—net $ 2 For the 13 weeks ended March 28, 2020 Interest rate swaps $ (6) Interest expense—net $ — |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Apr. 03, 2021 | |
Debt Disclosure [Abstract] | |
Components of total debt | Total debt consisted of the following: Debt Description Maturity Interest Rate as of April 3, 2021 Carrying Value as of April 3, 2021 Carrying Value as of January 2, 2021 ABL Facility May 31, 2024 —% $ — $ — Initial Term Loan Facility (net of $2 and $3 June 27, 2023 1.86% 2,093 2,098 2019 Incremental Term Loan Facility (net of $29 September 13, 2026 2.11% 1,449 1,451 2020 Incremental Term Loan Facility (net of $11 of unamortized deferred financing costs) (1) April 24, 2025 —% — 284 Senior Secured Notes (net of $12 and $13 of unamortized deferred financing costs) April 15, 2025 6.25% 988 987 Unsecured Senior Notes due 2024 (net of $3 of unamortized deferred financing costs) (1) June 15, 2024 —% — 597 Unsecured Senior Notes due 2029 (net of $9 of unamortized deferred financing costs) February 15, 2029 4.75% 891 — Obligations under financing leases 2021–2031 1.63% - 6.10% 309 323 Other debt 2021–2031 5.75% - 9.00% 8 8 Total debt 5,738 5,748 Current portion of long-term debt (122) (131) Long-term debt $ 5,616 $ 5,617 (1) The 2020 Incremental Term Loan Facility and Unsecured Senior Notes due 2024 were paid in full on February 4, 2021 with the issuance of the Unsecured Senior Notes due 2029 and subsequently terminated as further discussed below. The related unamortized deferred financing costs were written off in connection with the terminations. |
Retirement Plans (Tables)
Retirement Plans (Tables) | 3 Months Ended |
Apr. 03, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Components of Net Periodic Benefit (Credit) Costs | The components of net periodic pension benefit credits for Company sponsored defined benefit plans were as follows: 13 Weeks Ended April 3, 2021 March 28, 2020 Components of net periodic pension benefit credits Service cost $ 1 $ 1 Interest cost 7 7 Expected return on plan assets (14) (13) Net periodic pension benefit credits $ (6) $ (5) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Apr. 03, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted EPS | The following table sets forth the computation of basic and diluted EPS: 13 Weeks Ended April 3, 2021 March 28, 2020 Numerator: Net loss $ (24) $ (132) Series A convertible preferred stock dividends (1) 15 — Net loss available to common shareholders $ (39) $ (132) Denominator: Weighted-average common shares outstanding 221 219 Effect of dilutive securities — — Effect of dilutive underlying shares of the Series A convertible preferred stock — — Weighted-average dilutive shares outstanding 221 219 Net loss per share Basic $ (0.18) $ (0.60) Diluted $ (0.18) $ (0.60) (1) Preferred stock dividends for the first quarter of 2021 were declared on March 23, 2021 and were paid in kind on March 31, 2021. |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 3 Months Ended |
Apr. 03, 2021 | |
Convertible Preferred Stock [Abstract] | |
Preferred Stock | The following table summarizes the activity for the outstanding Series A convertible preferred stock and associated carrying value for the 13 weeks ended April 3, 2021 was as follows: Series A Convertible Preferred Stock Shares Carrying Value Balance, January 2, 2021 523,127 $ 519 Shares issued as paid in kind dividend 9,154 15 Balance April 3, 2021 532,281 $ 534 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Apr. 03, 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 periods presented: 13 Weeks Ended April 3, 2021 March 28, 2020 Accumulated other comprehensive loss components Retirement benefit obligations: Balance as of beginning of period (1) $ (29) $ (52) Reclassification adjustments: Amortization of net loss (2) (3) — — Total before income tax — — Income tax provision — — Current period comprehensive income, net of tax — — Balance as of end of period (1) $ (29) $ (52) Interest rate swaps: Balance as of beginning of period (1) $ (5) $ (2) Change in fair value of interest rate swaps — (8) Amounts reclassified to interest expense—net 2 — Total before income tax 2 (8) Income tax benefit — (2) Current period comprehensive income (loss), net of tax 2 (6) Balance as of end of period (1) $ (3) $ (8) Accumulated other comprehensive loss as of end of period (1) $ (32) $ (60) (1) Amounts are presented net of tax. (2) Included in the computation of net periodic benefit costs. See Note 12, Retirement Plans, for additional information. (3) Included in other income (expense)—net in the Company's Consolidated Statements of Comprehensive Income. |
Overview and Basis of Present_2
Overview and Basis of Presentation (Detail) | 3 Months Ended |
Apr. 03, 2021segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of business segments | 1 |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 03, 2021 | Mar. 28, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 6,295 | $ 6,339 |
Meats and seafood | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 2,262 | 2,226 |
Dry grocery products | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 1,093 | 1,092 |
Refrigerated and frozen grocery products | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 994 | 1,047 |
Dairy | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 622 | 648 |
Equipment, disposables and supplies | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 693 | 629 |
Beverage products | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 324 | 344 |
Produce | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 307 | $ 353 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions | Apr. 03, 2021 | Jan. 02, 2021 |
Disaggregation of Revenue [Line Items] | ||
Accounts receivable, less allowances | $ 1,354 | $ 1,084 |
Prepaid expenses | ||
Disaggregation of Revenue [Line Items] | ||
Contract assets | 30 | 30 |
Other assets | ||
Disaggregation of Revenue [Line Items] | ||
Contract assets | $ 29 | $ 27 |
Business Acquisitions Smart Foo
Business Acquisitions Smart Foodservice - Additional Information (Details) - USD ($) $ in Millions | Apr. 24, 2020 | Apr. 03, 2021 | Mar. 28, 2020 | Jan. 02, 2021 |
Business Acquisition [Line Items] | ||||
Total debt | $ 5,738 | $ 5,748 | ||
Smart Foodservice | ||||
Business Acquisition [Line Items] | ||||
Acquisition of businesses—net of cash | $ 972 | |||
Acquisition related costs | 4 | $ 10 | ||
Senior secured term loan facility | 2020 Term Loan Facility | ||||
Business Acquisition [Line Items] | ||||
Total debt | $ 700 | $ 0 | $ 284 |
Business Acquisitions Smart F_2
Business Acquisitions Smart Foodservice - Purchase Price Allocation (Details) - USD ($) $ in Millions | Apr. 24, 2020 | Apr. 03, 2021 | Jan. 02, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 5,625 | $ 5,637 | |
Smart Foodservice | |||
Business Acquisition [Line Items] | |||
Accounts receivable | 5 | ||
Inventories | 43 | ||
Other current assets | 24 | ||
Property and equipment | 84 | ||
Goodwill | 895 | ||
Other intangibles | 14 | ||
Other assets | 145 | ||
Accounts payable | (38) | ||
Accrued expenses and other current liabilities | (32) | ||
Deferred income taxes | (8) | ||
Other long-term liabilities, including financing leases | (160) | ||
Cash paid for acquisition | $ 972 | ||
Trade Names | Smart Foodservice | |||
Business Acquisition [Line Items] | |||
Amortizable trade name | $ 14 | ||
Minimum | |||
Business Acquisition [Line Items] | |||
Estimated useful lives of intangible assets (in years) | 1 year | ||
Minimum | Trade Names | |||
Business Acquisition [Line Items] | |||
Estimated useful lives of intangible assets (in years) | 1 year |
Business Acquisitions Pro Forma
Business Acquisitions Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Apr. 03, 2021 | Mar. 28, 2020 | |
Business Acquisitions Pro Forma Information [Abstract] | ||
Pro forma net sales | $ 6,295 | $ 6,625 |
Pro forma net loss available to common shareholders | $ (39) | $ (106) |
Pro forma basic earnings per share (per share) | $ (0.18) | $ (0.48) |
Pro forma diluted earnings per share (per share) | $ (0.18) | $ (0.48) |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Apr. 03, 2021 | Mar. 28, 2020 | Jan. 02, 2021 | |
Inventory Disclosure [Abstract] | |||
LIFO balance sheet reserves | $ 198 | $ 177 | |
Increase (decrease) of cost of goods sold from changes in LIFO reserves | $ 21 | $ (13) |
Allowance for Doubtful Accoun_3
Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Apr. 03, 2021 | Mar. 28, 2020 | Jan. 02, 2021 | |
Schedule Of Financial Receivables [Line Items] | |||
(Benefit) provision for doubtful accounts | $ (12) | $ 180 | |
Allowances for vendor receivables | 7 | $ 5 | |
SEC Schedule, 12-09, Allowance, Credit Loss | |||
Schedule Of Financial Receivables [Line Items] | |||
Allowance for doubtful accounts | 67 | ||
(Benefit) provision for doubtful accounts | (12) | ||
Customer accounts written off—net of recoveries | (4) | ||
Allowance for doubtful accounts | $ 51 |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Apr. 03, 2021 | Mar. 28, 2020 | Jan. 02, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, accumulated depreciation | $ 2,649 | $ 2,566 | |
Depreciation expense | $ 82 | $ 82 | |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life (years) | 3 years | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life (years) | 40 years |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Apr. 03, 2021 | Mar. 28, 2020 | Jan. 02, 2021 | |
Other Intangible Assets [Line Items] | |||
Amortization expense | $ 19 | $ 19 | |
Trade Names | |||
Other Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets, impairment | $ 9 | ||
Minimum | |||
Other Intangible Assets [Line Items] | |||
Estimated useful lives of intangible assets (in years) | 1 year | ||
Maximum | |||
Other Intangible Assets [Line Items] | |||
Estimated useful lives of intangible assets (in years) | 15 years |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles - Schedule of Goodwill and Other Intangibles, Net (Detail) - USD ($) $ in Millions | Apr. 03, 2021 | Jan. 02, 2021 |
Other intangibles—net | ||
Goodwill | $ 5,625 | $ 5,637 |
Total other intangibles—net | 874 | 892 |
Brand Names and Trademarks | ||
Other intangibles—net | ||
Brand names and trademarks—not amortizing | 281 | 281 |
Customer Relationships | ||
Other intangibles—net | ||
Gross carrying amount | 704 | 725 |
Accumulated amortization | (113) | (119) |
Net carrying value | 591 | 606 |
Trade Names | ||
Other intangibles—net | ||
Gross carrying amount | 1 | 15 |
Accumulated amortization | 0 | (11) |
Net carrying value | 1 | 4 |
Noncompete Agreements | ||
Other intangibles—net | ||
Gross carrying amount | 3 | 3 |
Accumulated amortization | (2) | (2) |
Net carrying value | $ 1 | $ 1 |
Schedule of Fair Value Assets a
Schedule of Fair Value Assets and Liabilities (Detail) - USD ($) $ in Millions | Apr. 03, 2021 | Jan. 02, 2021 |
Assets | ||
Money market funds | $ 690 | $ 696 |
Liabilities | ||
Interest rate swaps | 3 | 5 |
Level 1 | ||
Assets | ||
Money market funds | 690 | 696 |
Liabilities | ||
Interest rate swaps | 0 | 0 |
Level 2 | ||
Assets | ||
Money market funds | 0 | 0 |
Liabilities | ||
Interest rate swaps | 3 | 5 |
Level 3 | ||
Assets | ||
Money market funds | 0 | 0 |
Liabilities | ||
Interest rate swaps | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Interest Rate Swaps (Detail) - USD ($) $ in Millions | Apr. 03, 2021 | Jan. 02, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swaps | $ 3 | $ 5 |
Designated as Hedging Instrument [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swaps | 3 | 5 |
Designated as Hedging Instrument [Member] | Other Current Liabilities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swaps | $ 3 | $ 5 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Interest Rate Swaps in Comprehensive Income (Detail) - Cash Flow Hedging - Interest rate swap - Interest expense—net - USD ($) $ in Millions | 3 Months Ended | |
Apr. 03, 2021 | Mar. 28, 2020 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of Loss Recognized in Accumulated Other Comprehensive Loss, net of tax | $ 0 | $ (6) |
Amount of Loss Reclassified from Accumulated Other Comprehensive Loss to Income, net of tax | $ 2 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |||
Apr. 03, 2021 | Feb. 04, 2021 | Jan. 02, 2021 | Jul. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash flow hedge gain (loss) to be reclassified within twelve months | $ 3 | |||
Senior secured term loan facility | Initial Term Loan Facility | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate (percent) | 1.86% | |||
Senior secured term loan facility | Interest rate swap | Initial Term Loan Facility | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative notional amount | $ 733 | |||
Notional amount of debt hedged, fourth year | $ 550 | |||
Aggregate rate on notional amount (percent) | 3.45% | |||
Variable rate on notional amount (percent) | 1.70% | |||
Basis spread on variable rate on notional amount (percent) | 1.75% | |||
Senior notes | Senior Secured Notes due 2025 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate (percent) | 6.25% | |||
Senior notes | Unsecured Senior Notes due 2029 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate (percent) | 4.75% | 4.75% | ||
Senior notes | Senior Notes due 2024 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate (percent) | 0.00% | 5.875% | ||
Fair Value | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Approximated fair value of debt | $ 5,800 | $ 5,800 | ||
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 fair value of debt | 1,100 | 1,100 | ||
Fair Value | Senior notes | Unsecured Senior Notes due 2029 | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Approximated fair value of debt | 900 | |||
Fair Value | Senior notes | Senior Notes due 2024 | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Approximated fair value of debt | 600 | |||
Carrying value | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Approximated fair value of debt | $ 5,700 | $ 5,700 |
Debt - Schedule of Components o
Debt - Schedule of Components of Total Debt (Detail) - USD ($) $ in Millions | Apr. 03, 2021 | Feb. 04, 2021 | Jan. 02, 2021 | Apr. 24, 2020 |
Debt Instrument [Line Items] | ||||
Total debt | $ 5,738 | $ 5,748 | ||
Current portion of long-term debt | (122) | (131) | ||
Long-term debt | $ 5,616 | 5,617 | ||
Revolving credit facility | ABL Facility | ||||
Debt Instrument [Line Items] | ||||
Interest rate (percent) | 0.00% | |||
Total debt | $ 0 | 0 | ||
Senior secured term loan facility | Initial Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Unamortized deferred financing costs | $ 2 | 3 | ||
Interest rate (percent) | 1.86% | |||
Total debt | $ 2,093 | 2,098 | ||
Senior secured term loan facility | 2019 Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Unamortized deferred financing costs | $ 29 | 30 | ||
Interest rate (percent) | 2.11% | |||
Total debt | $ 1,449 | 1,451 | ||
Senior secured term loan facility | 2020 Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Unamortized deferred financing costs | 11 | |||
Interest rate (percent) | 0.00% | |||
Total debt | $ 0 | 284 | $ 700 | |
Senior notes | Senior Secured Notes due 2025 | ||||
Debt Instrument [Line Items] | ||||
Unamortized deferred financing costs | $ 12 | 13 | ||
Interest rate (percent) | 6.25% | |||
Total debt | $ 988 | 987 | ||
Senior notes | Senior Notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Unamortized deferred financing costs | $ 3 | |||
Interest rate (percent) | 0.00% | 5.875% | ||
Total debt | $ 0 | $ 597 | ||
Senior notes | Unsecured Senior Notes due 2029 | ||||
Debt Instrument [Line Items] | ||||
Unamortized deferred financing costs | $ 9 | 0 | ||
Interest rate (percent) | 4.75% | 4.75% | ||
Total debt | $ 891 | 0 | ||
Lease agreements | Obligations under financing leases | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 309 | 323 | ||
Lease agreements | Obligations under financing leases | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rate (percent) | 1.63% | |||
Lease agreements | Obligations under financing leases | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rate (percent) | 6.10% | |||
Other debt obligations | Other debt | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 8 | $ 8 | ||
Other debt obligations | Other debt | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rate (percent) | 5.75% | |||
Other debt obligations | Other debt | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rate (percent) | 9.00% |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Millions | Apr. 03, 2021 | Jan. 02, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 5,738 | $ 5,748 |
Percentage of principal amount of total debt borrowed at floating rate (percent) | 52.00% | |
Initial Term Loan Facility | Senior secured term loan facility | ||
Debt Instrument [Line Items] | ||
Total debt | $ 2,093 | $ 2,098 |
Initial Term Loan Facility | Interest rate swap | Senior secured term loan facility | ||
Debt Instrument [Line Items] | ||
Total debt | $ 550 |
Debt - ABL Facility (Detail)
Debt - ABL Facility (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 03, 2021 | Jan. 02, 2021 | |
Debt Instrument [Line Items] | ||
Total debt | $ 5,738 | $ 5,748 |
Revolving credit facility | ABL Facility | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | 1,990 | |
Total debt | 0 | $ 0 |
Letters of credit, outstanding amount | 279 | |
Available capacity | $ 1,711 | |
Revolving credit facility | ABL Facility | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Margin spread on variable rate (percent) | 1.00% | |
Revolving credit facility | ABL Facility | Alternative Base Rate | ||
Debt Instrument [Line Items] | ||
Margin spread on variable rate (percent) | 0.00% | |
Revolving credit facility | ABL Facility | Minimum | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Margin spread on variable rate (percent) | 1.00% | |
Revolving credit facility | ABL Facility | Minimum | Alternative Base Rate | ||
Debt Instrument [Line Items] | ||
Margin spread on variable rate (percent) | 0.00% | |
Revolving credit facility | ABL Facility | Maximum | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Margin spread on variable rate (percent) | 1.50% | |
Revolving credit facility | ABL Facility | Maximum | Alternative Base Rate | ||
Debt Instrument [Line Items] | ||
Margin spread on variable rate (percent) | 0.50% |
Debt - Term Loan Agreement (Det
Debt - Term Loan Agreement (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 03, 2021 | Jan. 02, 2021 | |
Debt Instrument [Line Items] | ||
Total debt | $ 5,738 | $ 5,748 |
Senior secured term loan facility | Initial Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Total debt | 2,093 | 2,098 |
Unamortized deferred financing costs | 2 | 3 |
Senior secured term loan facility | Initial Term Loan Facility | Interest rate swap | ||
Debt Instrument [Line Items] | ||
Total debt | $ 550 | |
Aggregate interest rate (percent) | 3.45% | |
Senior secured term loan facility | 2019 Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Total debt | $ 1,449 | 1,451 |
Unamortized deferred financing costs | $ 29 | $ 30 |
Senior secured term loan facility | 2019 Term Loan Facility | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Margin spread on variable rate (percent) | 2.00% | |
Senior secured term loan facility | 2019 Term Loan Facility | Alternative Base Rate | ||
Debt Instrument [Line Items] | ||
Margin spread on variable rate (percent) | 1.00% |
Debt Debt - Secured Notes (Deta
Debt Debt - Secured Notes (Detail) - USD ($) $ in Millions | Apr. 03, 2021 | Jan. 02, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 5,738 | $ 5,748 |
Senior notes | Senior Secured Notes due 2025 | ||
Debt Instrument [Line Items] | ||
Total debt | 988 | 987 |
Unamortized deferred financing costs | $ 12 | $ 13 |
Debt - Unsecured Senior Notes D
Debt - Unsecured Senior Notes Due 2029 (Detail) - USD ($) $ in Millions | Feb. 04, 2021 | Apr. 03, 2021 | Mar. 28, 2020 | Jan. 02, 2021 |
Debt Instrument [Line Items] | ||||
Loss on extinguishment of debt | $ 23 | $ 0 | ||
Total debt | $ 5,738 | $ 5,748 | ||
Unsecured Senior Notes due 2029 | Senior notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument original amount | $ 900 | |||
Interest rate (percent) | 4.75% | 4.75% | ||
Loss on extinguishment of debt | $ 23 | |||
Write off of Pre-Existing Unamortized Deferred Financing Cost | 14 | |||
Early Redemption Premium | 9 | |||
Unamortized deferred financing costs | 9 | 0 | ||
Total debt | $ 891 | $ 0 | ||
Unsecured Senior Notes due 2029 | Senior notes | Debt redemption, period one | ||||
Debt Instrument [Line Items] | ||||
Debt instrument redemption price (percent) | 102.375% | |||
Unsecured Senior Notes due 2029 | Senior notes | Debt redemption, period two | ||||
Debt Instrument [Line Items] | ||||
Debt instrument redemption price (percent) | 101.188% | |||
Unsecured Senior Notes due 2029 | Senior notes | Debt redemption, period three (percent) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument redemption price (percent) | 100.00% | |||
Unsecured Senior Notes due 2029 | Senior notes | Third party costs | ||||
Debt Instrument [Line Items] | ||||
Unamortized deferred financing costs | $ 9 |
Debt - Restrictive Covenants (D
Debt - Restrictive Covenants (Detail) $ in Billions | Apr. 03, 2021USD ($) |
Debt Disclosure [Abstract] | |
Restricted payment capacity | $ 1.3 |
Restricted assets | $ 2.7 |
Restructuring Liabilities (Deta
Restructuring Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Apr. 03, 2021 | Mar. 28, 2020 | Jan. 02, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Costs | $ 3 | $ 0 | |
Restructuring Reserve | 4 | $ 2 | |
Severance and Related Costs and Facility Closing Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Costs | $ 3 |
Retirement Plans - Components o
Retirement Plans - Components of Net Periodic Benefit Costs (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 03, 2021 | Mar. 28, 2020 | |
Retirement Benefits [Abstract] | ||
Service cost | $ 1 | $ 1 |
Interest cost | 7 | 7 |
Expected return on plan assets | (14) | (13) |
Net periodic pension benefit credits | $ (6) | $ (5) |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Apr. 03, 2021 | Mar. 28, 2020 | Apr. 24, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Employer matching contribution | $ 13 | $ 14 | |
Multiemployer plan contributions | $ 10 | $ 12 | |
Smart Foodservice | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Smart Foodservice Net Benefit Obligation | $ 19 |
Schedule of Earnings Per Share
Schedule of Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Apr. 03, 2021 | Mar. 28, 2020 | |
Numerator: | ||
Net loss | $ (24) | $ (132) |
Series A convertible preferred stock dividends | 15 | 0 |
Net loss available to common shareholders | $ (39) | $ (132) |
Denominator: | ||
Weighted-average common shares outstanding | 221 | 219 |
Effect of dilutive securities | 0 | 0 |
Effect of dilutive underlying shares of the Series A convertible preferred stock | 0 | 0 |
Weighted-average dilutive shares outstanding | 221 | 219 |
Basic | $ (0.18) | $ (0.60) |
Diluted | $ (0.18) | $ (0.60) |
Earnings Per Share Other Inform
Earnings Per Share Other Information (Details) - shares shares in Millions | 3 Months Ended | |
Apr. 03, 2021 | Mar. 28, 2020 | |
Common shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9 | 10 |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 24 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 31, 2021 | May 06, 2020 | Apr. 03, 2021 | Jan. 02, 2021 |
Convertible Preferred Stock [Abstract] | ||||
Preferred stock, Number of shares issued | 500,000 | 500,000 | 500,000 | |
Preferred stock par value (dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 500 | |||
Preferred Stock Per Share Proceeds | $ 1,000 | |||
Preferred Stock Dividends, Shares | 9,154,000 | 9,154 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Preferred Stock, Shares Outstanding, Beginning Balance | 523,127 | |||
Preferred Stock Dividends, Shares | 9,154,000 | 9,154 | ||
Preferred Stock, Shares Outstanding, Ending Balance | 532,281 | |||
Preferred Stock, Value, Outstanding, Beginning Balance | $ 519 | |||
Dividends, Preferred Stock | 15 | |||
Preferred Stock, Value, Outstanding, Ending Balance | $ 534 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 03, 2021 | Mar. 28, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | $ 3,530 | $ 3,709 |
Balance at end of period | 3,500 | 3,582 |
Retirement benefit obligations | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (29) | (52) |
Total before income tax | 0 | 0 |
Income tax benefit | 0 | 0 |
Current period comprehensive income (loss), net of tax | 0 | 0 |
Balance at end of period | (29) | (52) |
Amortization of net loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | 0 | 0 |
Interest rate swap | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (5) | (2) |
Change in fair value of interest rate swaps | 0 | (8) |
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | 2 | 0 |
Total before income tax | 2 | (8) |
Income tax benefit | 0 | (2) |
Current period comprehensive income (loss), net of tax | 2 | (6) |
Balance at end of period | (3) | (8) |
Accumulated Other Comprehensive Loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (34) | (54) |
Balance at end of period | $ (32) | $ (60) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - KKR Capital Markets LLC $ in Millions | 3 Months Ended |
Apr. 03, 2021USD ($) | |
Related Party Transaction [Line Items] | |
Payments of Debt Restructuring Costs | $ 1 |
Long-term Debt [Member] | |
Related Party Transaction [Line Items] | |
Principal amount | $ 60 |
Taxes - Additional Information
Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 03, 2021 | Mar. 28, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate (percent) | 43.00% | 23.00% |
Federal corporate income tax rate (percent) | 21.00% | 21.00% |
Tax benefit related to excess tax benefits associated with share-based compensation | $ 6 | |
Tax expense related to a change in valuation allowance | $ 3 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Apr. 03, 2021USD ($) |
Purchase orders and contract commitments | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Purchase commitments | $ 1,523 |
Information technology commitments | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Purchase commitments | 67 |
Diesel fuel | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Purchase commitments | 38 |
Electricity [Member] | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Purchase commitments | $ 5 |
Business Information - Addition
Business Information - Additional Information (Detail) | 3 Months Ended |
Apr. 03, 2021segment | |
Segment Reporting [Abstract] | |
Number of business segments | 1 |