Debt | DEBT Total debt consisted of the following: Debt Description Maturity Interest Rate as of March 28, 2020 March 28, 2020 December 28, 2019 ABL Facility May 31, 2024 2.02% $ 700 $ — ABS Facility September 21, 2022 1.94% 640 190 Initial Term Loan Facility (net of $3 and $4 June 27, 2023 3.35% 2,120 2,125 Incremental Term Loan Facility (net of $34 September 13, 2026 3.60% 1,462 1,465 Unsecured Senior Notes (net of $4 of unamortized June 15, 2024 5.875% 596 596 Obligations under financing leases 2020–2026 1.63% - 6.17% 389 352 Other debt 2021–2031 5.75% - 9.00% 8 8 Total debt 5,915 4,736 Current portion of long-term debt (1) (146 ) (142 ) Long-term debt $ 5,769 $ 4,594 (1) The current portion of long-term debt as of March 28, 2020 and December 28, 2019 for the Initial Term Loan Facility and the Incremental Term Loan Facility includes five principal payments due to the Company's 53-week fiscal year 2020. As of March 28, 2020 , after considering interest rate swaps that fixed the interest rate on $733 million of principal of the Initial Term Loan Facility described below, approximately 71% of the Company’s total debt bears 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 $1.6 billion . 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, eligible inventory, eligible 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 indebtedness under either USF’s senior secured term loan facility or Unsecured Senior Notes remains outstanding on a date that is sixty (60) days prior to the maturity date for such senior secured term loan facility or Unsecured Senior Notes, respectively. 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 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 March 28, 2020 was 0.00% for ABR loans and 1.00% for LIBOR loans. The ABL Facility also carries a commitment fee of 0.25% per annum on the average unused amount of the commitments under the ABL Facility. USF had $700 million of outstanding borrowings, and had issued letters of credit totaling $285 million , under the ABL Facility as of March 28, 2020 , Outstanding letters of credit included: (1) $249 million issued in favor of certain commercial insurers to secure USF’s obligations with respect to its self-insurance program, (2) $35 million issued to secure USF’s obligations with respect to certain real estate leases, and (3) $1 million issued for other obligations. There was available capacity of $478 million under the ABL Facility as of March 28, 2020 . On May 4, 2020, USF amended the ABL Facility, as further discussed in Note 20, Subsequent Events. ABS Facility —The maximum borrowing capacity under the ABS Facility is $800 million . USF had $640 million of outstanding borrowings under the ABS Facility as of March 28, 2020 . The Company, at its option, can request additional borrowings up to the maximum commitment, provided sufficient eligible receivables are available as collateral. The ABS Facility is scheduled to mature on September 21, 2022. The ABS Facility is subject to customary early termination events, including the inability to satisfy certain criteria related to, among other things, days sales outstanding, dilution, delinquency and uncollectible receivables. In the event the ABS Facility is terminated prior to the scheduled maturity, cash receipts in respect of the subject receivables will, upon receipt thereof, be required to be applied to repay the principal portion of outstanding borrowings and other amounts due thereunder. There was available capacity under the ABS Facility of $23 million as of March 28, 2020 . Borrowings under the ABS Facility bear interest at LIBOR plus a margin of 0.95% , and the ABS Facility carries an unused commitment fee of 0.35% or 0.45% based on USF's utilization of the ABS Facility. On May 1, 2020, we repaid all outstanding borrowings under the ABS Facility in full and terminated the ABS Facility, as further discussed in Note 20, Subsequent Events. Term Loan Facilities Under its term loan credit agreement, USF has entered into an initial senior secured term “B” loan facility in an aggregate principal amount of $2.2 billion (the “Initial Term Loan Facility”) and an incremental senior secured term “B” loan facility in an aggregate principal amount of $1.5 billion (the “Incremental Term Loan Facility”). Borrowings under the Incremental Term Loan Facility were used to pay a portion of the purchase price for the acquisition of the Food Group and related fees and expenses (see Note 4). The Initial Term Loan Facility had a carrying value of $2.1 billion , net of $3 million of unamortized deferred financing costs as of March 28, 2020 . The table above reflects the interest rate on the unhedged portion of the Initial Term Loan Facility as of March 28, 2020 . The effective interest rate of the portion of the Initial Term Loan Facility subject to interest rate hedging agreements was 3.45% as of March 28, 2020 . The Incremental Term Loan Facility, entered into to finance a portion of the Food Group acquisition, as discussed in Note 4, Business Acquisitions, had a carrying value of $1,462 million , net of $34 million of unamortized deferred financing costs as of March 28, 2020 . Borrowings under the 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 alternative base rate, determined in accordance with the term loan credit agreement, plus a margin of 1.00% . The Incremental Term Loan Facility is scheduled to mature on September 13, 2026. USF’s obligations under the Initial Term Loan Facility and the Incremental Term Loan Facility are guaranteed by certain of USF’s subsidiaries, and those obligations and guarantees are secured by all of the capital stock of USF and its subsidiaries and substantially all of the non-real estate assets of USF and certain of its subsidiaries not pledged as collateral under the ABS Facility. In April 2020, USF entered into a new senior secured term loan facility as well as certain other debt financing transactions, as further discussed in Note 20, Subsequent Events. 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 $1.3 billion of restricted payment capacity under these covenants, and approximately $2.3 billion of its net assets were restricted considering the net deferred tax assets and intercompany balances that eliminate in consolidation as of March 28, 2020 . |