Business Acquisitions Business Acquisitions (Tables)

9 Months Ended

Sep. 28, 2019

Business Combinations [Abstract]

Purchase Price Allocation

The following table summarizes the preliminary purchase price allocation recognized for the acquisition based on preliminary estimates of the fair value of the assets acquired and the liabilities assumed. The allocation is dependent upon certain valuation and other analyses and studies that have not yet been completed. Accordingly, the preliminary purchase price allocation is subject to further adjustment as additional information becomes available and final valuations are completed. There can be no assurances that these final valuations and additional analyses and studies will not result in significant changes to the preliminary estimates of fair value set forth below.

	Preliminary Purchase Price Allocation
Accounts receivable	$	145
Inventories	166
Assets of discontinued operations	142
Other current assets	7
Property and equipment	200
Goodwill(1)	761
Other intangibles(2)	691
Other assets	47
Accounts payable	(200		)
Accrued expenses and other current liabilities	(61		)
Liabilities of discontinued operations	(27		)
Other long-term liabilities, including financing leases	(42		)
Cash paid for acquisition	$	1,829

(1) Goodwill recognized is primarily attributable to expected synergies from the combined company, as well as intangible assets that do not qualify for separate recognition. The acquired goodwill is deductible for U.S. federal income tax purposes.

(2)

Other intangible assets consist of customer relationships of $652 million with estimated useful lives of 15 years and indefinite-lived brand names and trademarks of $39 million.

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 and 39 weeks ended September 28, 2019 and September 29, 2018, respectively. The unaudited pro forma financial information includes the historical results of operations of the Company and the Food Group, giving effect to the acquisition and related financing as if they had occurred as of December 31, 2017, which was the first day of the Company’s fiscal year 2018.

	13 Weeks Ended				39 Weeks Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Pro forma net sales	$	7,195	$	6,907	$	21,086	$	20,265
Pro forma net income	$	123	$	120	$	305	$	294
Pro forma earnings per share:
Basic	$	0.56	$	0.55	$	1.40	$	1.36
Diluted	$	0.56	$	0.55	$	1.39	$	1.35

Divested Entities Pro Forma Information

The unaudited pro forma financial information for all periods presented above excludes the results of operations related to the Divested Assets, as the results of operations related to the Divested Assets are reflected as discontinued operations. Unaudited net sales, net income and EPS related to the Divested Assets for the 13 weeks and 39 weeks ended September 28, 2019 and September 29, 2018, respectively, are as follows:

	13 Weeks Ended				39 Weeks Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Pro forma net sales	$	114	$	136	$	372	$	390
Pro forma net income	$	3	$	4	$	6	$	8
Pro forma earnings per share:
Basic	$	0.02	$	0.02	$	0.03	$	0.04
Diluted	$	0.01	$	0.02	$	0.03	$	0.04