Debt | DEBT Total debt consisted of the following: Debt Description Maturity Interest Rate as of March 30, 2024 Carrying Value as of March 30, 2024 Carrying Value as of December 30, 2023 ABL Facility December 7, 2027 8.50% $ — $ — 2019 Incremental Term Loan Facility (net of $10 and $11 of unamortized deferred financing costs, respectively) September 13, 2026 7.44% 1,102 1,105 2021 Incremental Term Loan Facility (net of $3 and $3 of unamortized deferred financing costs, respectively) November 22, 2028 7.33% 719 718 Unsecured Senior Notes due 2028 (net of $4 and $5 of unamortized deferred financing costs, respectively) September 15, 2028 6.88% 496 495 Unsecured Senior Notes due 2029 (net of $6 and $6 of unamortized deferred financing costs, respectively) February 15, 2029 4.75% 894 894 Unsecured Senior Notes due 2030 (net of $4 and $4 of unamortized deferred financing costs, respectively) June 1, 2030 4.63% 496 496 Unsecured Senior Notes due 2032 (net of $5 and $5 of unamortized deferred financing costs, respectively) January 15, 2032 7.25% 495 495 Obligations under financing leases 2024–2037 1.26%-8.31% 491 463 Other debt January 1, 2031 5.75% 8 8 Total debt 4,701 4,674 Current portion of long-term debt (116) (110) Long-term debt $ 4,585 $ 4,564 As of March 30, 2024, after considering interest rate caps that fixed the variable component of the interest rate on a total notional amount of $450 million of the current principal amount of the Term Loan Facilities described below, approximately 30% of the Company’s total debt bore interest at a floating rate. ABL Facility The Company’s asset based senior secured revolving credit facility (the “ABL Facility”) provides the Company 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 the Company’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% based on USF’s excess availability under the ABL Facility, or the sum of the Term Secured Overnight Financing Rate (“Term 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 March 30, 2024 was 0.00% for ABR loans and 1.00% for Term SOFR loans. The Company had no outstanding borrowings, and had outstanding letters of credit totaling $542 million, under the ABL Facility as of March 30, 2024. 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 $1,758 million under the ABL Facility as of March 30, 2024. Term Loan Facilities Under its term loan credit agreement, the Company 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”). On June 1, 2023, the Company entered into an amendment to its term loan credit agreement to replace the LIBOR-based interest rate option included in the term loan credit agreement with an interest rate option based upon Term SOFR. USF’s maximum exposure to the variable component of the interest rate on the Term Loan Facilities will be 5% on the notional amount covered by the interest rate caps described above. 2019 Incremental Term Loan Facility The 2019 Incremental Term Loan Facility had an outstanding balance of $1,102 million, net of $10 million of unamortized deferred financing costs as of March 30, 2024. 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 (i) Term SOFR plus (ii) a credit spread adjustment of (a) 0.11448% for a one-month term, (b) 0.26161% for a three-month term, or (c) 0.42826% for a six month term, (with the sum of Term SOFR and the foregoing credit spread adjustment subject to a Term SOFR “floor” of 0.00%) plus (iii) a margin of 2.00%, or the sum of (i) an ABR, as described in the 2019 Incremental Term Loan Facility plus a margin of 1.00%. The 2019 Incremental Term Loan Facility will mature on September 13, 2026. 2021 Incremental Term Loan Facility The 2021 Incremental Term Loan Facility had an outstanding balance of $719 million, net of $3 million of unamortized deferred financing costs as of March 30, 2024. 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 (i) Term SOFR (with the Term SOFR subject to a “floor” of 0.00%) plus (ii) a margin of 2.00% or the sum of (i) an ABR, as described in the 2021 Incremental Term Loan Facility, plus a margin of 1.00%. The 2021 Incremental Term Loan Facility will mature on November 22, 2028. On August 22, 2023, the 2021 Incremental Term Loan Facility was amended to reduce the interest rate margins under the term loan facility to 2.50% for Term SOFR borrowings and 1.50% for ABR borrowings. The Company applied modification accounting to the majority of the continuing lenders as the terms were not substantially different from the terms that applied to those lenders prior to the amendment. For the remaining lenders, the Company applied debt extinguishment accounting. The Company recorded $1 million of third-party costs and a write-off of $1 million of unamortized deferred financing costs, related to the August 22, 2023 amendment in interest expense. Unamortized deferred financing costs of $3 million at December 30, 2023 were carried forward and will be amortized through November 22, 2028, the maturity date of the term loan facility. On February 27, 2024, the 2021 Incremental Term Loan Facility was further amended to reduce the interest rate margins under the term loan facility to 2.00% for Term SOFR borrowings and 1.00% for ABR borrowings and eliminate the credit spread adjustment. The Company applied modification accounting to the majority of the continuing lenders as the terms were not substantially different from the terms that applied to those lenders prior to the amendment. For the remaining lenders, the Company applied debt extinguishment accounting. The Company recorded $1 million of third-party costs related to the February 27, 2024 amendment in interest expense. Unamortized deferred financing costs of $3 million at March 30, 2024 were carried forward and will be amortized through November 22, 2028, the maturity date of the term loan facility. Unsecured Senior Notes due 2028 The Unsecured Senior Notes due 2028 had an outstanding balance of $496 million, net of the $4 million of unamortized deferred financing costs, as of March 30, 2024. The Unsecured Senior Notes due 2028 bear interest at a rate of 6.88% per annum and will mature on September 15, 2028. Unsecured Senior Notes due 2029 The Unsecured Senior Notes due 2029 had an outstanding balance of $894 million, net of $6 million of unamortized deferred financing costs, as of March 30, 2024. 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 March 30, 2024. The Unsecured Senior Notes due 2030 bear interest at a rate of 4.63% per annum and will mature on June 1, 2030. Unsecured Senior Notes due 2032 The Unsecured Senior Notes due 2032 had an outstanding balance of $495 million, net of the $5 million of unamortized deferred financing costs, as of March 30, 2024. The Unsecured Senior Notes due 2032 bear interest at a rate of 7.25% per annum and will mature on January 15, 2032. 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. The Company had approximately $2.0 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 March 30, 2024. |