Debt | DEBT Total debt consisted of the following: Debt Description Maturity Interest Rate as of January 1, 2022 Carrying Value as of January 1, 2022 Carrying Value as of January 2, 2021 ABL Facility May 31, 2024 —% $ — $ — Initial Term Loan Facility (net of $3 of unamortized deferred financing costs) (1) June 27, 2023 —% — 2,098 2019 Incremental Term Loan Facility (net of $25 September 13, 2026 2.10% 1,442 1,451 2020 Incremental Term Loan Facility (net of $11 of unamortized deferred financing costs) (2) April 24, 2025 —% — 284 2021 Incremental Term Loan Facility (net of $7 November 22, 2028 2.85% 893 — Senior Secured Notes (net of $11 and $13 of unamortized deferred financing costs, respectively) April 15, 2025 6.25% 989 987 Unsecured Senior Notes due 2024 (net of $3 of unamortized deferred financing costs) (2) June 15, 2024 —% — 597 Unsecured Senior Notes due 2029 (net of $8 of unamortized deferred financing costs) (2) February 15, 2029 4.75% 892 — Unsecured Senior Notes due 2030 (net of $5 of unamortized deferred financing costs) (1) June 1, 2030 4.625% 495 — Obligations under financing leases 2022–2039 1.25% - 8.63% 292 323 Other debt January 1, 2031 5.75% 8 8 Total debt 5,011 5,748 Current portion of long-term debt (95) (131) Long-term debt $ 4,916 $ 5,617 (1) The Initial Term Loan Facility was paid in full on November 22, 2021, with the proceeds from the issuance of the Unsecured Notes due 2030 and borrowings under the 2021 Incremental Term Loan Facility, as well as cash on hand, as further discussed below. (2) 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 termination. As of January 1, 2022, approximately 47% of the Company’s total debt bears interest at a floating rate. Principal payments to be made on outstanding debt, exclusive of deferred financing costs, as of January 1, 2022, were as follows: 2022 $ 95 2023 95 2024 80 2025 1,062 2026 1,440 Thereafter 2,295 $ 5,067 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. Extensions of credit under the ABL Facility are subject to availability under a borrowing base comprised of various percentages of the value of eligible accounts receivable, inventory, transportation equipment and certain unrestricted cash and cash equivalents, which, along with other assets, also serve as collateral for borrowings under the ABL Facility. The ABL Facility is scheduled to mature on May 31, 2024, subject to a springing maturity date in the event that more than $300 million of aggregate principal amount of earlier maturing indebtedness under USF’s Term Loan Credit Agreement (described below) remains outstanding on a date that is sixty (60) days prior to the maturity date for such indebtedness under the Term Loan Credit Agreement. Borrowings under the ABL Facility bear interest, at USF’s periodic election, at a rate equal to the sum of an alternative base rate (“ABR”), as described under the ABL Facility, plus a margin ranging from 0.00% to 0.50%, or the sum of a LIBOR plus a margin ranging from 1.00% to 1.50%, in each case based on USF’s excess availability under the ABL Facility. The margin under the ABL Facility as of January 1, 2022, was 0.00% for ABR loans and 1.00% for LIBOR loans. The ABL Facility also carries letter of credit financing fees equal to 0.125% per annum in respect of each letter of credit outstanding, letter of credit participation fees equal to a percentage per annum equal to the applicable LIBOR margin minus the letter of credit facing fees in respect of each letter of credit outstanding and a commitment fee of 0.25% per annum on the average unused amount of the commitments under the ABL Facility. The weighted-average interest rate on outstanding borrowings for the ABL Facility was 3.25% and 1.95% for fiscal years 2021 and 2020, respectively. USF had no outstanding borrowings, and had outstanding letters of credit totaling $268 million, under the ABL Facility as of January 1, 2022. 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 $1,722 million under the ABL Facility as of January 1, 2022. Term Loan Facilities The Amended and Restated Term Loan Credit Agreement, dated as of June 27, 2016 (as amended, the “Term Loan Credit Agreement”), provides USF with an incremental senior secured term loan borrowed in September 2019 (the “2019 Incremental Term Loan Facility”), an incremental senior secured term loan borrowed in November 2021 (the “2021 Incremental Term Loan Facility”) and the right to request additional incremental senior secured term loan commitments. Additionally, the Term Loan Credit Agreement provided USF with a senior secured term loan borrowed in June 2016 (the “Initial Term Loan Facility”) and an incremental senior secured term loan borrowed in April 2020 (the “2020 Incremental Term Loan Facility”), each of which were repaid in 2021, as discussed below. Initial Term Loan Facility On November 22, 2021, we repaid all of the then outstanding borrowings under the Initial Term Loan Facility, using proceeds from the issuance of the Unsecured Senior Notes due 2030 and the 2021 Incremental Term Loan Facility, along with cash on hand, as discussed below. 2019 Incremental Term Loan Facility The 2019 Incremental Term Loan Facility had an outstanding balance of $1,442 million, net of $25 million of unamortized deferred financing costs, as of January 1, 2022. Borrowings under the 2019 Incremental Term Loan Facility bear interest at a rate per annum equal to, at USF’s option, either the sum of LIBOR plus a margin of 2.00%, or the sum of an ABR, as described under the 2019 Incremental Term Loan Facility, plus a margin of 1.00% (subject to a LIBOR “floor” of 0.00%). The 2019 Incremental Term Loan Facility is scheduled to mature on September 13, 2026. Borrowings under the 2019 Incremental Term Loan Facility may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of LIBOR-based borrowings. The 2019 Incremental Term Loan Facility may require mandatory repayments if certain assets are sold. 2020 Incremental Term Loan Facility On February 4, 2021, we repaid all of the then outstanding borrowings under the 2020 Incremental Term Loan Facility using proceeds from the issuance of the Unsecured Senior Notes due 2029 as discussed below. 2021 Incremental Term Loan Facility On November 22, 2021, USF entered into a new incremental term loan under the Term Loan Credit Agreement, the 2021 Incremental Term Loan Facility, in an aggregate principal amount of $900 million. USF used the proceeds of the borrowings under the 2021 Incremental Term Loan Facility, together with the proceeds of the Unsecured Senior Notes due 2030 and cash on hand, to repay all of the then outstanding borrowings under the Initial Term Loan Facility, and to pay related fees and expenses. The 2021 Incremental Term Loan Facility had an outstanding balance of $893 million, net of $7 million of unamortized deferred financing costs, as of January 1, 2022. Borrowings under the 2021 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 2.75%, or the sum of an ABR, as described under the 2021 Incremental Term Loan Facility, plus a margin of 1.75% (subject to a LIBOR “floor” of 0.00%). The 2021 Incremental Term Loan Facility is scheduled to mature on November 22, 2028. Borrowings under the 2021 Incremental Term Loan Facility may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of LIBOR-based borrowings and a 1.00% premium in the case of any “repricing transaction” within six months of November 22, 2021. The 2021 Incremental Term Loan Facility may require mandatory repayments if certain assets are sold. Senior Secured Notes due 2025 As of January 1, 2022, the Secured Notes had a carrying value of $989 million, net of $11 million of unamortized deferred financing costs. The Secured Notes bear interest at a rate of 6.25% per annum and will mature on April 15, 2025. On or after April 15, 2022, the Secured Notes are redeemable, at USF’s option, in whole or in part at a price of 103.125% of the remaining principal, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. On or after April 15, 2023 and April 15, 2024, the optional redemption price for the Secured Notes declines to 101.563% and 100.000%, respectively, of the remaining principal amount, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. Unsecured Senior Notes due 2024 As of June 15, 2020, the Unsecured Senior Notes due 2024 became redeemable, at USF’s option, in whole or in part at a price of 101.469% of the remaining principal, plus accrued and unpaid interest, if any, to, but not including the applicable redemption date. On February 4, 2021, we redeemed all of the then outstanding Unsecured Senior Notes due 2024, including the early redemption premium, using proceeds from the issuance of the Unsecured Senior Notes due 2029 as discussed below. 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 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 the 2020 Incremental Term Loan Facility, the Company applied debt extinguishment accounting and recorded $23 million 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 $892 million, net of $8 million of unamortized deferred financing costs, as of January 1, 2022. 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, but not including, the applicable 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, but not including, the applicable redemption date. Unsecured Senior Notes due 2030 On November 22, 2021, USF completed a private offering of $500 million aggregate principal amount of Unsecured Senior Notes due 2030. USF used the proceeds of the Unsecured Senior Notes due 2030, together with borrowings under the 2021 Incremental Term Loan Facility and cash on hand, to repay all of the then outstanding borrowings under the Initial Term Loan Facility, and to pay related fees and expenses. In connection with the repayment of the Initial Term Loan Facility, the Company applied debt extinguishment accounting and recorded $2 million in the Company’s Consolidated Statements of Comprehensive Income, primarily consisting of a write-off of pre-existing unamortized deferred financing costs related to the Initial Term Loan Facility. Lender fees and third-party costs of $12 million with the issuance of 2021 Incremental Term Loan Facility and the Unsecured Senior Notes due 2030 were capitalized as deferred financing costs. The Unsecured Senior Notes due 2030 had an outstanding balance of $495 million, net of $5 million of unamortized deferred financing costs, as of January 1, 2022. The Unsecured Senior Notes due 2030 bear interest at a rate of 4.625% per annum and will mature on June 1, 2030. On or after June 1, 2025, the Unsecured Senior Notes due 2030 are redeemable, at USF’s option, in whole or in part at a price of 102.313% of the remaining principal, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. On or after June 1, 2026 and June 1, 2027, the optional redemption price for the Unsecured Senior Notes due 2030 declines to 101.156% and 100.000%, respectively, of the remaining principal amount, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. Financing Leases— Obligations under financing leases of $292 million as of January 1, 2022 consist primarily of amounts due for transportation equipment and building leases. Security Interests Substantially all of the Company’s assets are pledged under the various agreements governing our indebtedness. The ABL Facility is secured by certain designated receivables, as well as inventory and certain owned transportation equipment and certain unrestricted cash and cash equivalents. Additionally, the lenders under the ABL Facility have a second priority interest in all of the capital stock of USF and its subsidiaries and substantially all other non-real estate assets of USF and its subsidiaries. USF’s obligations under the 2019 Incremental Term Loan Facility and the 2021 Incremental Term Loan Facility are secured by all the capital stock of USF and its subsidiaries and substantially all the non-real estate assets of USF. Additionally, the lenders under the 2019 Incremental Term Loan Facility and the 2021 Incremental Term Loan Facility have a second priority interest in the inventory and certain transportation equipment pledged under the ABL Facility. Debt Covenants The agreements governing our indebtedness contain customary covenants. These include, among other things, covenants that restrict our ability to incur certain additional indebtedness, create or permit liens on assets, pay dividends, or engage in mergers or consolidations. USF had approximately $1.4 billion of restricted payment capacity under these covenants, and approximately $2.8 billion of its net assets were restricted after taking into consideration the net deferred tax assets and intercompany balances that eliminate in consolidation as of January 1, 2022. The agreements governing our indebtedness also contain customary events of default. Those include, without limitation, the failure to pay interest or principal when it is due under the agreements, cross default provisions, the failure of representations and warranties contained in the agreements to be true when made, and certain insolvency events. If an event of default occurs and remains uncured, the principal amounts outstanding, together with all accrued unpaid interest and other amounts owed, may be declared immediately due and payable. Were such an event to occur, the Company would be forced to seek new financing that may not be on as favorable terms as its existing debt. The Company’s ability to refinance its indebtedness on favorable terms, or at all, is directly affected by the then prevailing economic and financial conditions. In addition, the Company’s ability to incur secured indebtedness (which may enable it to achieve more favorable terms than the incurrence of unsecured indebtedness) depends in part on the value of its assets. This, in turn, is dependent on the strength of its cash flows, results of operations, economic and market conditions, and other factors. |