Supplemental Guarantor Information - Subsidiary Guarantees | SUPPLEMENTAL GUARANTOR INFORMATION - SUBSIDIARY GUARANTEES On January 19, 2011, the wholly owned U.S. Broadline subsidiaries of Sysco Corporation at that time entered into full and unconditional guarantees of all outstanding senior notes and debentures of Sysco Corporation. All subsequent issuances of senior notes and debentures in the U.S. have also been guaranteed by these subsidiaries. As of December 29, 2018 , Sysco had a total of $8.4 billion in senior notes and debentures 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 (certain 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 Consolidated Balance Sheet Dec. 29, 2018 Sysco Certain U.S. Other Eliminations Consolidated (In thousands) Current assets $ 138,324 $ 4,087,103 $ 4,212,356 $ — $ 8,437,783 Intercompany receivables 7,062,518 110,889 2,433,329 (9,606,736 ) — Investment in subsidiaries 5,864,415 — 1,210,579 (7,074,994 ) — Plant and equipment, net 254,187 2,122,911 1,998,452 — 4,375,550 Other assets 745,923 684,276 4,465,022 (514,378 ) 5,380,843 Total assets $ 14,065,367 $ 7,005,179 $ 14,319,738 $ (17,196,108 ) $ 18,194,176 Current liabilities $ 1,211,568 $ 928,505 $ 4,610,097 $ — $ 6,750,170 Intercompany payables 2,514,212 2,535,827 4,556,697 (9,606,736 ) — Long-term debt 7,593,478 9,605 416,763 — 8,019,846 Other liabilities 578,475 536,378 620,692 (514,378 ) 1,221,167 Noncontrolling interest — — 35,357 — 35,357 Shareholders’ equity 2,167,634 2,994,864 4,080,132 (7,074,994 ) 2,167,636 Total liabilities and shareholders’ equity $ 14,065,367 $ 7,005,179 $ 14,319,738 $ (17,196,108 ) $ 18,194,176 Condensed Consolidated Balance Sheet Jun. 30, 2018 Sysco Certain U.S. Other Eliminations Consolidated (In thousands) Current assets $ 157,994 $ 4,018,444 $ 3,827,015 $ — $ 8,003,453 Intercompany receivables 6,621,438 270,748 5,793,352 (12,685,538 ) — Investment in subsidiaries 4,896,004 — 983,625 (5,879,629 ) — Plant and equipment, net 278,855 2,181,576 2,061,229 — 4,521,660 Other assets 788,473 611,004 4,593,537 (447,723 ) 5,545,291 Total assets $ 12,742,764 $ 7,081,772 $ 17,258,758 $ (19,012,890 ) $ 18,070,404 Current liabilities $ 1,233,541 $ 886,305 $ 4,468,900 $ — $ 6,588,746 Intercompany payables 882,487 3,798,134 8,004,917 (12,685,538 ) — Long-term debt 7,470,334 8,285 62,146 — 7,540,765 Other liabilities 649,445 508,387 686,178 (447,723 ) 1,396,287 Noncontrolling interest — — 37,649 — 37,649 Shareholders’ equity 2,506,957 1,880,661 3,998,968 (5,879,629 ) 2,506,957 Total liabilities and shareholders’ equity $ 12,742,764 $ 7,081,772 $ 17,258,758 $ (19,012,890 ) $ 18,070,404 Condensed Consolidated Balance Sheet Dec. 30, 2017 Sysco Certain U.S. Other Eliminations Consolidated (In thousands) Current assets $ 189,553 $ 3,803,349 $ 4,279,266 $ — $ 8,272,168 Intercompany receivables 2,945,188 1,276,341 — (4,221,529 ) — Investment in subsidiaries 7,623,839 — — (7,623,839 ) — Plant and equipment, net 262,790 2,018,365 2,085,137 — 4,366,292 Other assets 965,800 55,820 4,559,290 — 5,580,910 Total assets $ 11,987,170 $ 7,153,875 $ 10,923,693 $ (11,845,368 ) $ 18,219,370 Current liabilities $ 540,008 $ 3,781,141 $ 1,661,821 $ — $ 5,982,970 Intercompany payables — — 4,221,529 (4,221,529 ) — Long-term debt 8,239,844 6,995 65,650 — 8,312,489 Other liabilities 938,716 87,230 595,839 — 1,621,785 Noncontrolling interest — — 33,524 — 33,524 Shareholders’ equity 2,268,602 3,278,509 4,345,330 (7,623,839 ) 2,268,602 Total liabilities and shareholders’ equity $ 11,987,170 $ 7,153,875 $ 10,923,693 $ (11,845,368 ) $ 18,219,370 Condensed Consolidated Statement of Comprehensive Income For the 13-Week Period Ended Dec. 29, 2018 Sysco Certain U.S. Other Eliminations Consolidated (In thousands) Sales $ — $ 9,101,114 $ 6,329,665 $ (665,072 ) $ 14,765,707 Cost of sales — 7,381,785 5,277,282 (665,072 ) 11,993,995 Gross profit — 1,719,329 1,052,383 — 2,771,712 Operating expenses 232,621 1,035,676 1,051,520 — 2,319,817 Operating income (loss) (232,621 ) 683,653 863 — 451,895 Interest expense (income) (1) 63,491 (8,920 ) 32,542 — 87,113 Other expense (income), net 3,772 (86 ) 6,511 — 10,197 Earnings (losses) before income taxes (299,884 ) 692,659 (38,190 ) — 354,585 Income tax (benefit) provision (73,057 ) 170,960 (10,698 ) — 87,205 Equity in earnings of subsidiaries 494,207 — 128,030 (622,237 ) — Net earnings 267,380 521,699 100,538 (622,237 ) 267,380 Other comprehensive income (loss) (73,564 ) — (101,533 ) 101,533 (73,564 ) Comprehensive income $ 193,816 $ 521,699 $ (995 ) $ (520,704 ) $ 193,816 (1) Interest expense (income) includes $8.9 million of intercompany interest income, net, for certain of the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation for the second quarter ended December 29, 2018 . There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries. Condensed Consolidated Statement of Comprehensive Income For the 13-Week Period Ended Dec. 30, 2017 Sysco Certain U.S. Other Eliminations Consolidated (In thousands) Sales $ — $ 8,754,169 $ 6,169,239 $ (511,918 ) $ 14,411,490 Cost of sales — 7,102,287 5,121,735 (511,918 ) 11,712,104 Gross profit — 1,651,882 1,047,504 — 2,699,386 Operating expenses 203,892 993,440 973,502 — 2,170,834 Operating income (loss) (203,892 ) 658,442 74,002 — 528,552 Interest expense (income) (1) 108,768 (27,955 ) 5,173 — 85,986 Other expense (income), net (10,122 ) 69 891 — (9,162 ) Earnings (losses) before income taxes (302,538 ) 686,328 67,938 — 451,728 Income tax (benefit) provision (120,315 ) 262,822 25,108 — 167,615 Equity in earnings of subsidiaries 466,336 — — (466,336 ) — Net earnings 284,113 423,506 42,830 (466,336 ) 284,113 Other comprehensive income (loss) 26,551 — 19,254 (19,254 ) 26,551 Comprehensive income $ 310,664 $ 423,506 $ 62,084 $ (485,590 ) $ 310,664 (1) Interest expense (income) includes $28.0 million of intercompany interest income, net, for certain of the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation for the second quarter ended December 30, 2017 . There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries. Condensed Consolidated Statement of Comprehensive Income For the 26-Week Period Ended Dec. 29, 2018 Sysco Certain U.S. Other Eliminations Consolidated (In thousands) Sales $ — $ 18,580,920 $ 12,563,823 $ (1,163,757 ) $ 29,980,986 Cost of sales — 15,041,886 10,427,360 (1,163,757 ) 24,305,489 Gross profit — 3,539,034 2,136,463 — 5,675,497 Operating expenses 452,902 2,088,027 2,054,533 — 4,595,462 Operating income (loss) (452,902 ) 1,451,007 81,930 — 1,080,035 Interest expense (income) (1) 104,905 (30,459 ) 101,683 — 176,129 Other expense (income), net 10,372 (140 ) 1,097 — 11,329 Earnings (losses) before income taxes (568,179 ) 1,481,606 (20,850 ) — 892,577 Income tax (benefit) provision (166,645 ) 367,404 (6,604 ) — 194,155 Equity in earnings of subsidiaries 1,099,956 — 222,371 (1,322,327 ) — Net earnings 698,422 1,114,202 208,125 (1,322,327 ) 698,422 Other comprehensive income (loss) (115,138 ) — (126,460 ) 126,460 (115,138 ) Comprehensive income $ 583,284 $ 1,114,202 $ 81,665 $ (1,195,867 ) $ 583,284 (1) Interest expense (income) includes $30.5 million of intercompany interest income, net, for certain of the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation. There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries. Condensed Consolidated Statement of Comprehensive Income For the 26-Week Period Ended Dec. 30, 2017 Sysco Certain U.S. Other Eliminations Consolidated (In thousands) Sales $ — $ 17,775,826 $ 12,289,551 $ (1,003,463 ) $ 29,061,914 Cost of sales — 14,377,711 10,194,612 (1,003,463 ) 23,568,860 Gross profit — 3,398,115 2,094,939 — 5,493,054 Operating expenses 406,848 1,999,593 1,938,696 — 4,345,137 Operating income (loss) (406,848 ) 1,398,522 156,243 — 1,147,917 Interest expense (income) (1) 207,764 (51,306 ) 10,412 — 166,870 Other expense (income), net (18,829 ) 854 838 — (17,137 ) Earnings (losses) before income taxes (595,783 ) 1,448,974 144,993 — 998,184 Income tax (benefit) provision (216,273 ) 512,383 50,321 — 346,431 Equity in earnings of subsidiaries 1,031,263 — — (1,031,263 ) — Net earnings 651,753 936,591 94,672 (1,031,263 ) 651,753 Other comprehensive income (loss) 146,709 — 140,583 (140,583 ) 146,709 Comprehensive income $ 798,462 $ 936,591 $ 235,255 $ (1,171,846 ) $ 798,462 (1) Interest expense (income) includes $51.3 million of intercompany interest income, net, for certain of the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation. There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries. Condensed Consolidated Cash Flows For the 26-Week Period Ended Dec. 29, 2018 Sysco Certain U.S. Other Elimination (1) Consolidated (In thousands) Cash flows provided by (used for): Operating activities $ 485,875 $ 100,079 $ 331,836 $ — $ 917,790 Investing activities 432,730 (85,254 ) (66,591 ) (497,897 ) (217,012 ) Financing activities (912,101 ) (2,819 ) (93,709 ) 497,897 (510,732 ) Effect of exchange rates on cash — — (8,904 ) — (8,904 ) Net increase in cash, cash equivalents and restricted cash 6,504 12,006 162,632 — 181,142 Cash, cash equivalents and restricted cash at the beginning of period 29,144 111,843 574,857 — 715,844 Cash, cash equivalents and restricted cash at the end of period $ 35,648 $ 123,849 $ 737,489 $ — $ 896,986 (1) Represents primarily intercompany loans between the subsidiaries and the parent, Sysco Corporation. Condensed Consolidated Cash Flows For the 26-Week Period Ended Dec. 30, 2017 Sysco Certain U.S. Other Elimination (1) Consolidated (In thousands) Cash flows provided by (used for): Operating activities $ 252,770 $ 195,650 $ 484,784 $ — $ 933,204 Investing activities (104,914 ) (112,513 ) (332,538 ) 147,622 (402,343 ) Financing activities (159,309 ) (3,890 ) 893 (147,622 ) (309,928 ) Effect of exchange rates on cash — — 23,510 — 23,510 Net increase (decrease) in cash and cash equivalents (11,453 ) 79,247 176,649 — 244,443 Cash and cash equivalents at the beginning of period 111,576 18,788 739,138 — 869,502 Cash and cash equivalents at the end of period $ 100,123 $ 98,035 $ 915,787 $ — $ 1,113,945 (1) Represents primarily intercompany loans between the subsidiaries and the parent, Sysco Corporation. |