Supplemental Guarantor Information - Subsidiary Guarantees | SUPPLEMENTAL GUARANTOR INFORMATION - SUBSIDIARY GUARANTEES On January 19, 2011, the wholly owned U.S. Broadline subsidiaries of Sysco Corporation entered into full and unconditional guarantees of all outstanding senior notes and debentures of Sysco Corporation. Borrowings under the company’s revolving credit facility supporting the company’s U.S. and Canadian commercial paper programs are also covered under these guarantees. As of July 2, 2016 , Sysco had a total of $7.4 billion in senior notes, debentures and commercial paper outstanding that was covered by these guarantees. All subsidiary guarantors are 100% owned by the parent company, all guarantees are full and unconditional and all guarantees are joint and several, except that the guarantee of any subsidiary guarantor with respect to a series of senior notes or debentures may be released under certain customary circumstances. If we exercise our defeasance option with respect to the senior notes or debentures of any series, then any subsidiary guarantor effectively will be released with respect to that series. Further, each subsidiary guarantee will remain in full force and effect until the earliest to occur of the date, if any, on which (1) the applicable subsidiary guarantor shall consolidate with or merge into Sysco Corporation or any successor of Sysco Corporation or (2) Sysco Corporation or any successor of Sysco Corporation consolidates with or merges into the applicable subsidiary guarantor. The following condensed consolidating financial statements present separately the financial position, comprehensive income and cash flows of the parent issuer (Sysco Corporation), the guarantors (the majority of the company’s U.S. Broadline subsidiaries), and all other non‑guarantor subsidiaries of Sysco (Other Non-Guarantor Subsidiaries) on a combined basis with eliminating entries. Condensed Consolidating Balance Sheet Jul. 2, 2016 Sysco Certain U.S. Broadline Subsidiaries Other Non-Guarantor Subsidiaries Eliminations Consolidated Totals (In thousands) Current assets $ 3,440,206 $ 3,813,524 $ 2,800,169 $ — $ 10,053,899 Investment in subsidiaries 6,484,258 224,138 (306,219 ) (6,402,177 ) — Plant and equipment, net 429,890 1,587,702 1,862,850 — 3,880,442 Other assets 213,186 642,525 1,931,752 — 2,787,463 Total assets $ 10,567,540 $ 6,267,889 $ 6,288,552 $ (6,402,177 ) $ 16,721,804 Current liabilities $ 621,925 $ 111,728 $ 3,700,803 $ — $ 4,434,456 Intercompany payables (receivables) (1,348,425 ) 2,097,508 (749,083 ) — — Long-term debt 7,145,955 62,387 128,588 — 7,336,930 Other liabilities 878,834 248,493 268,097 — 1,395,424 Noncontrolling interest — — 75,386 — 75,386 Shareholders’ equity 3,269,251 3,747,773 2,864,761 (6,402,177 ) 3,479,608 Total liabilities and shareholders’ equity $ 10,567,540 $ 6,267,889 $ 6,288,552 $ (6,402,177 ) $ 16,721,804 Condensed Consolidating Balance Sheet June 27, 2015 Sysco Certain U.S. Broadline Subsidiaries Other Non-Guarantor Subsidiaries Eliminations Consolidated Totals (In thousands) Current assets $ 4,894,387 $ 4,012,924 $ 2,586,993 $ — $ 11,494,304 Investment in subsidiaries 9,088,455 — — (9,088,455 ) — Plant and equipment, net 510,285 1,694,659 1,777,199 — 3,982,143 Other assets 371,802 522,566 1,618,466 — 2,512,834 Total assets $ 14,864,929 $ 6,230,149 $ 5,982,658 $ (9,088,455 ) $ 17,989,281 Current liabilities $ 5,851,364 $ 1,658,558 $ 1,889,693 $ — $ 9,399,615 Intercompany payables (receivables) 973,497 (1,996,915 ) 1,023,418 — — Long-term debt 2,154,923 10,121 106,781 — 2,271,825 Other liabilities 624,795 278,458 113,060 — 1,016,313 Noncontrolling interest — — 41,304 — 41,304 Shareholders’ equity 5,260,350 6,279,927 2,808,402 (9,088,455 ) 5,260,224 Total liabilities and shareholders’ equity $ 14,864,929 $ 6,230,149 $ 5,982,658 $ (9,088,455 ) $ 17,989,281 Condensed Consolidating Statement of Comprehensive Income Jul. 2, 2016 Sysco Certain U.S. Broadline Subsidiaries Other Non-Guarantor Subsidiaries Eliminations Consolidated Totals (In thousands) Sales $ — $ 33,932,334 $ 18,112,973 $ (1,678,388 ) $ 50,366,919 Cost of sales — 27,485,111 15,519,724 (1,678,388 ) 41,326,447 Gross profit — 6,447,223 2,593,249 — 9,040,472 Operating expenses 944,457 3,857,415 2,388,100 — 7,189,972 Operating income (loss) (944,457 ) 2,589,808 205,149 — 1,850,500 Interest expense (income) 381,122 (145,852 ) 70,876 — 306,146 Other expense (income), net 128,777 (1,876 ) (15,554 ) — 111,347 Earnings (losses) before income taxes (1,454,356 ) 2,737,536 149,827 — 1,433,007 Income tax (benefit) provision (490,579 ) 923,416 50,548 — 483,385 Equity in earnings of subsidiaries 1,913,399 — — (1,913,399 ) — Net earnings 949,622 1,814,120 99,279 (1,913,399 ) 949,622 Other comprehensive income (loss) (434,921 ) — (149,875 ) 149,875 (434,921 ) Comprehensive income $ 514,701 $ 1,814,120 $ (50,596 ) $ (1,763,524 ) $ 514,701 Condensed Consolidating Statement of Comprehensive Income June 27, 2015 Sysco Certain U.S. Broadline Subsidiaries Other Non-Guarantor Subsidiaries Eliminations Consolidated Totals (In thousands) Sales $ — $ 32,626,221 $ 17,477,986 $ (1,423,455 ) $ 48,680,752 Cost of sales — 26,572,257 14,980,434 (1,423,455 ) 40,129,236 Gross profit — 6,053,964 2,497,552 — 8,551,516 Operating expenses 1,232,956 3,709,320 2,379,878 — 7,322,154 Operating income (loss) (1,232,956 ) 2,344,644 117,674 — 1,229,362 Interest expense (income) 323,918 (108,233 ) 39,122 — 254,807 Other expense (income), net (9,496 ) (3,609 ) (20,487 ) — (33,592 ) Earnings (losses) before income taxes (1,547,378 ) 2,456,486 99,039 — 1,008,147 Income tax (benefit) provision (493,263 ) 783,066 31,571 — 321,374 Equity in earnings of subsidiaries 1,740,888 — — (1,740,888 ) — Net earnings 686,773 1,673,420 67,468 (1,740,888 ) 686,773 Other comprehensive income (loss) (280,534 ) (232,185 ) 232,185 (280,534 ) Comprehensive income $ 406,239 $ 1,673,420 $ (164,717 ) $ (1,508,703 ) $ 406,239 Condensed Consolidating Statement of Comprehensive Income June 28, 2014 Sysco Certain U.S. Broadline Subsidiaries Other Non-Guarantor Subsidiaries Eliminations Consolidated Totals (In thousands) Sales $ — $ 30,741,979 $ 16,979,494 $ (1,204,761 ) $ 46,516,712 Cost of sales — 24,990,377 14,550,061 (1,204,761 ) 38,335,677 Gross profit — 5,751,602 2,429,433 — 8,181,035 Operating expenses 804,177 3,520,577 2,269,159 — 6,593,913 Operating income (loss) (804,177 ) 2,231,025 160,274 — 1,587,122 Interest expense (income) 232,140 (102,086 ) (6,313 ) — 123,741 Other expense (income), net (7,434 ) 217 (5,026 ) — (12,243 ) Earnings (losses) before income taxes (1,028,883 ) 2,332,894 171,613 — 1,475,624 Income tax (benefit) provision (379,369 ) 860,184 63,276 — 544,091 Equity in earnings of subsidiaries 1,581,047 — — (1,581,047 ) — Net earnings 931,533 1,472,710 108,337 (1,581,047 ) 931,533 Other comprehensive income (loss) (195,726 ) — (3,106 ) 3,106 (195,726 ) Comprehensive income $ 735,807 $ 1,472,710 $ 105,231 $ (1,577,941 ) $ 735,807 Condensed Consolidating Cash Flows Jul. 2, 2016 Sysco Certain U.S. Broadline Subsidiaries Other Non-Guarantor Subsidiaries Consolidated Totals (In thousands) Cash flows provided by (used for): Operating activities $ (873,690 ) $ 681,979 $ 2,124,853 $ 1,933,142 Investing activities 20,094 (212,270 ) (408,652 ) (600,828 ) Financing activities (2,485,444 ) 45,121 35,592 (2,404,731 ) Effect of exchange rates on cash — — (138,327 ) (138,327 ) Intercompany activity 1,864,385 (507,139 ) (1,357,246 ) — Net increase (decrease) in cash and cash equivalents (1,474,655 ) 7,691 256,220 (1,210,744 ) Cash and cash equivalents at the beginning of period 4,851,075 26,378 252,591 5,130,044 Cash and cash equivalents at the end of period $ 3,376,420 $ 34,069 $ 508,811 $ 3,919,300 Condensed Consolidating Cash Flows June 27, 2015 Sysco Certain U.S. Broadline Subsidiaries Other Non-Guarantor Subsidiaries Consolidated Totals (In thousands) Cash flows provided by (used for): Operating activities $ (359,239 ) $ 2,363,836 $ (449,113 ) $ 1,555,484 Investing activities (160,234 ) (108,099 ) (386,013 ) (654,346 ) Financing activities 3,832,479 (6,022 ) 71,105 3,897,562 Effect of exchange rates on cash — — (81,702 ) (81,702 ) Intercompany activity 1,379,112 (2,251,109 ) 871,997 — Net increase (decrease) in cash and cash equivalents 4,692,118 (1,394 ) 26,274 4,716,998 Cash and cash equivalents at the beginning of period 158,957 27,772 226,317 413,046 Cash and cash equivalents at the end of period $ 4,851,075 $ 26,378 $ 252,591 $ 5,130,044 Condensed Consolidating Cash Flows June 28, 2014 Sysco Certain U.S. Broadline Subsidiaries Other Non-Guarantor Subsidiaries Consolidated Totals (In thousands) Cash flows provided by (used for): Operating activities $ (504,119 ) $ 1,541,062 $ 455,872 $ 1,492,815 Investing activities (51,290 ) (171,979 ) (353,569 ) (576,838 ) Financing activities (919,627 ) 3,872 (103 ) (915,858 ) Effect of exchange rates on cash — — 642 642 Intercompany activity 1,426,402 (1,369,478 ) (56,924 ) — Net increase (decrease) in cash and cash equivalents (48,634 ) 3,477 45,918 761 Cash and cash equivalents at the beginning of period 207,591 24,295 180,399 412,285 Cash and cash equivalents at the end of period $ 158,957 $ 27,772 $ 226,317 $ 413,046 |