Business Acquisitions (Tables)

9 Months Ended

Sep. 26, 2020

Business Combinations [Abstract]

Purchase Price Allocation

The following table summarizes the preliminary purchase price allocation recognized for the Smart Foodservice acquisition based upon preliminary estimates of the fair value of assets acquired and liabilities assumed. The preliminary purchase price allocation is subject to further adjustment as additional information becomes available and final valuations are completed. There can be no assurances that these final valuations and additional analyses and studies will not result in significant changes to the preliminary estimates of fair value set forth below. Adjustments to the preliminary purchase price allocation recorded in the 13 weeks ended September 26, 2020 were immaterial to the Company's consolidated financial statements.

	Preliminary Purchase Price Allocation
Accounts receivable	$	5
Inventories	43
Other current assets	20
Property and equipment	85
Goodwill(1)	913
Other intangibles(2)	14
Other assets	129
Accounts payable	(39)
Accrued expenses and other current liabilities	(30)
Deferred income taxes	(7)
Other long-term liabilities, including financing leases	(160)
Cash paid for acquisition	$	973

(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.

The following table summarizes the final purchase price allocation for the acquisition of Food Group as of September 13, 2019. Adjustments to the preliminary purchase price allocation were immaterial to the Company's consolidated financial statements.

	Purchase Price Allocation
Accounts receivable	$	145
Inventories	165
Assets of discontinued operations	130
Other current assets	7
Property and equipment	210
Goodwill(1)	764
Other intangibles(2)	695
Other assets	47
Accounts payable	(200)
Accrued expenses and other current liabilities	(69)
Liabilities of discontinued operations	(19)
Other long-term liabilities, including financing leases	(43)
Cash paid for acquisition	$	1,832

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

(2)    Other intangibles consist of customer relationships of $656 million with estimated useful lives of 15 years and indefinite-lived brand names and trademarks of $39 million.

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 26, 2020 and September 28, 2019. The unaudited pro forma financial information presents the combined results of operations as if the acquisitions and related financings of Smart Foodservice and the Food Group had occurred as of December 30, 2018 and December 31, 2017, respectively, which dates represent the first day of the Company’s fiscal year prior to their respective acquisition dates.

	13 Weeks Ended				39 Weeks Ended
	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Pro forma net sales	$	5,848	$	7,498	$	17,120	$	21,934
Pro forma net (loss) income available to common shareholders	$	(2)	$	130	$	(202)	$	323
Pro forma net (loss) income per share:
Basic	$	(0.01)	$	0.59	$	(0.92)	$	1.48
Diluted	$	(0.01)	$	0.59	$	(0.92)	$	1.47

Divested Entities Pro Forma Information

The unaudited pro forma financial information presented above excludes the results of operations related to the Food Group Divested Assets, as the results of operations related to the Divested Assets were reflected as discontinued operations. Unaudited pro forma net sales, net income and net income per share related to the Divested Assets for the 13 weeks and 39 weeks ended September 28, 2019 were as follows:

	13 Weeks Ended		39 Weeks Ended
	September 28, 2019		September 28, 2019
Pro forma net sales	$	114	$	372
Pro forma net income	$	3	$	6
Pro forma net income per share:
Basic	$	0.02	$	0.03
Diluted	$	0.01	$	0.03