Debt | DEBT Total debt consisted of the following: Debt Description Maturity Interest Rate as of April 1, 2023 Carrying Value as of April 1, 2023 Carrying Value as of December 31, 2022 ABL Facility December 7, 2027 —% $ — $ — 2019 Incremental Term Loan Facility (net of $16 and $19 of unamortized deferred financing costs, respectively) September 13, 2026 6.84% 1,232 1,232 2021 Incremental Term Loan Facility (net of $4 and $6 of unamortized deferred financing costs, respectively) November 22, 2028 7.59% 719 786 Secured Senior Notes due 2025 (net of $6 and $7 of unamortized deferred financing costs, respectively) April 15, 2025 6.25% 994 993 Unsecured Senior Notes due 2029 (net of $7 and $7 of unamortized deferred financing costs, respectively) February 15, 2029 4.75% 893 893 Unsecured Senior Notes due 2030 (net of $4 and $4 of unamortized deferred financing costs, respectively) June 1, 2030 4.625% 496 496 Obligations under financing leases 2023–2040 1.26%-8.31% 468 446 Other debt January 1, 2031 5.75% 8 8 Total debt 4,810 4,854 Current portion of long-term debt (117) (116) Long-term debt $ 4,693 $ 4,738 As of April 1, 2023, approximately 41% of the Company’s total debt bore 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 $2,300 million. The ABL Facility is scheduled to mature on December 7, 2027. 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 in the ABL Facility, plus a margin ranging from 0.00% to 0.50%, or the sum of the Secured Overnight Financing Rate (“SOFR”) plus a margin ranging from 1.00% to 1.50%, based on USF’s excess availability under the ABL Facility, and a credit spread adjustment of 0.10%. The margin under the ABL Facility as of April 1, 2023 was 0.00% for ABR loans and 1.00% for SOFR loans. USF had no outstanding borrowings, and had outstanding letters of credit totaling $458 million, under the ABL Facility as of April 1, 2023. 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 $1,842 million under the ABL Facility as of April 1, 2023. Term Loan Facilities Under its term loan credit agreement, USF has entered into an incremental senior secured term loan facility borrowed in September 2019 (the “2019 Incremental Term Loan Facility”) and an incremental senior secured term loan facility borrowed in November 2021 (the “2021 Incremental Term Loan Facility”). 2019 Incremental Term Loan Facility The 2019 Incremental Term Loan Facility had an outstanding balance of $1,232 million, net of $16 million of unamortized deferred financing costs as of April 1, 2023. 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 in 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 will mature on September 13, 2026. See Note 18, Subsequent Events, for a description of the interest rate cap agreements entered into subsequent to April 1, 2023. 2021 Incremental Term Loan Facility The 2021 Incremental Term Loan Facility had an outstanding balance of $719 million, net of $4 million of unamortized deferred financing costs as of April 1, 2023. During the 13 weeks ended April 1, 2023 we voluntarily prepaid $65 million of the 2021 Incremental Term Loan Facility. 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 in 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 will mature on November 22, 2028. See Note 18, Subsequent Events, for a description of the interest rate cap agreements entered into subsequent to April 1, 2023. Secured Senior Notes due 2025 The Secured Senior Notes due 2025 had an outstanding balance of $994 million, net of $6 million of unamortized deferred financing costs, as of April 1, 2023. The Secured Senior Notes due 2025 bear interest at a rate of 6.25% per annum and will mature on April 15, 2025. Unsecured Senior Notes due 2029 The Unsecured Senior Notes due 2029 had an outstanding balance of $893 million, net of $7 million of unamortized deferred financing costs, as of April 1, 2023. The Unsecured Senior Notes due 2029 bear interest at a rate of 4.75% per annum and will mature on February 15, 2029. Unsecured Senior Notes due 2030 The Unsecured Senior Notes due 2030 had an outstanding balance of $496 million, net of $4 million of unamortized deferred financing costs, as of April 1, 2023. The Unsecured Senior Notes due 2030 bear interest at a rate of 4.625% per annum and will mature on June 1, 2030. 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 $1.7 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 April 1, 2023. |