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 June 29, 2019 , Sysco had a total of $7.8 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 Jun. 29, 2019 Sysco Certain U.S. Other Eliminations Consolidated (In thousands) Current assets $ 121,993 $ 4,195,543 $ 3,823,969 $ — $ 8,141,505 Intercompany receivables 6,162,303 30,469 3,220,237 (9,413,009 ) — Investment in subsidiaries 4,680,530 — 1,126,315 (5,806,845 ) — Plant and equipment, net 252,101 2,162,668 2,086,936 — 4,501,705 Other assets 787,986 718,600 4,372,725 (555,999 ) 5,323,312 Total assets $ 12,004,913 $ 7,107,280 $ 14,630,182 $ (15,775,853 ) $ 17,966,522 Current liabilities $ 465,101 $ 1,018,650 $ 4,619,432 $ — $ 6,103,183 Intercompany payables 686,116 3,443,182 5,283,711 (9,413,009 ) — Long-term debt 7,668,314 7,938 445,806 — 8,122,058 Other liabilities 682,779 545,391 531,081 (555,999 ) 1,203,252 Noncontrolling interest — — 35,426 — 35,426 Shareholders’ equity 2,502,603 2,092,119 3,714,726 (5,806,845 ) 2,502,603 Total liabilities and shareholders’ equity $ 12,004,913 $ 7,107,280 $ 14,630,182 $ (15,775,853 ) $ 17,966,522 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 Statement of Comprehensive Income For the 52-Week Period Ended Jun. 29, 2019 Sysco Certain U.S. Other Eliminations Consolidated (In thousands) Sales $ — $ 37,453,729 $ 25,002,655 $ (2,342,462 ) $ 60,113,922 Cost of sales — 30,282,665 20,764,732 (2,342,462 ) 48,704,935 Gross profit — 7,171,064 4,237,923 — 11,408,987 Operating expenses 861,914 4,163,261 4,053,662 — 9,078,837 Operating income (loss) (861,914 ) 3,007,803 184,261 — 2,330,150 Interest expense (income) (1) 193,457 (104,341 ) 271,307 — 360,423 Other expense (income), net (38,360 ) (489 ) 2,740 — (36,109 ) Earnings (losses) before income taxes (1,017,011 ) 3,112,633 (89,786 ) — 2,005,836 Income tax (benefit) provision (454,578 ) 792,542 (6,399 ) — 331,565 Equity in earnings of subsidiaries 2,236,704 — 464,701 (2,701,405 ) — Net earnings 1,674,271 2,320,091 381,314 (2,701,405 ) 1,674,271 Other comprehensive income (loss) (190,460 ) — (119,126 ) 119,126 (190,460 ) Comprehensive income $ 1,483,811 $ 2,320,091 $ 262,188 $ (2,582,279 ) $ 1,483,811 (1) Interest expense (income) includes $104.3 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 Statement of Comprehensive Income For the 52-Week Period Ended Jun. 30, 2018 Sysco Certain U.S. Other Eliminations Consolidated (In thousands) Sales $ — $ 35,963,053 $ 24,784,842 $ (2,020,571 ) $ 58,727,324 Cost of sales — 29,102,278 20,560,226 (2,020,571 ) 47,641,933 Gross profit — 6,860,775 4,224,616 — 11,085,391 Operating expenses 804,202 4,007,565 3,959,568 — 8,771,335 Operating income (loss) (804,202 ) 2,853,210 265,048 — 2,314,056 Interest expense (income) (1) 294,401 (110,715 ) 211,797 — 395,483 Other expense (income), net (39,503 ) 2,270 (418 ) — (37,651 ) Earnings (losses) before income taxes (1,059,100 ) 2,961,655 53,669 — 1,956,224 Income tax (benefit) provision (135,385 ) 655,824 5,019 — 525,458 Equity in earnings of subsidiaries 2,354,481 — — (2,354,481 ) — Net earnings 1,430,766 2,305,831 48,650 (2,354,481 ) 1,430,766 Other comprehensive income (loss) 89,913 — (22,987 ) 22,987 89,913 Comprehensive income $ 1,520,679 $ 2,305,831 $ 25,663 $ (2,331,494 ) $ 1,520,679 (1) Interest expense (income) includes $110.7 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 52-Week Period Ended Jul. 1, 2017 Sysco Certain U.S. Other Eliminations Consolidated (In thousands) Sales $ — $ 34,325,884 $ 22,862,131 $ (1,816,876 ) $ 55,371,139 Cost of sales — 27,690,469 18,940,039 (1,816,876 ) 44,813,632 Gross profit — 6,635,415 3,922,092 — 10,557,507 Operating expenses 935,472 3,903,183 3,664,236 — 8,502,891 Operating income (loss) (935,472 ) 2,732,232 257,856 — 2,054,616 Interest expense (income) (1) 405,030 (122,012 ) 19,860 — 302,878 Other expense (income), net (27,713 ) 3,530 9,691 — (14,492 ) Earnings (losses) before income taxes (1,312,789 ) 2,850,714 228,305 — 1,766,230 Income tax (benefit) provision (463,598 ) 1,006,703 80,622 — 623,727 Equity in earnings of subsidiaries 1,991,694 — — (1,991,694 ) — Net earnings 1,142,503 1,844,011 147,683 (1,991,694 ) 1,142,503 Other comprehensive income (loss) 95,381 — (9,317 ) 9,317 95,381 Comprehensive income $ 1,237,884 $ 1,844,011 $ 138,366 $ (1,982,377 ) $ 1,237,884 (1) Interest expense (income) includes $122.0 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 52-Week Period Ended Jun. 29, 2019 Sysco Certain U.S. Other Elimination (1) Consolidated (In thousands) Cash flows provided by (used for): Operating activities $ 1,683,417 $ 1,755,756 $ 1,092,034 $ (2,120,000 ) $ 2,411,207 Investing activities 544,149 (263,029 ) (440,743 ) (583,232 ) (742,855 ) Financing activities (2,226,842 ) (1,486,927 ) (826,737 ) 2,703,232 (1,837,274 ) Effect of exchange rates on cash — — (14,677 ) — (14,677 ) Net increase (decrease) in cash, cash equivalents and restricted cash 724 5,800 (190,123 ) — (183,599 ) 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 $ 29,868 $ 117,643 $ 384,734 $ — $ 532,245 (1) Represents primarily inter-company dividends paid from the subsidiaries to the parent, Sysco Corporation, partially offset by intercompany loans issued. Condensed Consolidated Cash Flows For the 52-Week Period Ended Jun. 30, 2018 Sysco Certain U.S. Other Elimination (1) Consolidated (In thousands) Cash flows provided by (used for): Operating activities $ 1,051,976 $ 2,548,139 $ 799,062 $ (2,243,797 ) $ 2,155,380 Investing activities 58,864 (439,178 ) (503,745 ) (26,354 ) (910,413 ) Financing activities (1,193,272 ) (2,015,906 ) (471,442 ) 2,270,151 (1,410,469 ) Effect of exchange rates on cash — — 11,844 — 11,844 Net increase (decrease) in cash, cash equivalents and restricted cash (82,432 ) 93,055 (164,281 ) — (153,658 ) Cash, cash equivalents and restricted cash at the beginning of period 111,576 18,788 739,138 — 869,502 Cash, cash equivalents and restricted cash at the end of period $ 29,144 $ 111,843 $ 574,857 $ — $ 715,844 (1) Represents primarily inter-company dividends paid from the subsidiaries to the parent, Sysco Corporation. Condensed Consolidated Cash Flows For the 52-Week Period Ended Jul. 1, 2017 Sysco Certain U.S. Other Elimination (1) Consolidated (In thousands) Cash flows provided by (used for): Operating activities $ 1,523,519 $ 3,028,819 $ 658,229 $ (2,978,000 ) $ 2,232,567 Investing activities (3,267,779 ) (261,330 ) (175,565 ) 127,000 (3,577,674 ) Financing activities (1,525,995 ) (2,777,661 ) (229,931 ) 2,851,000 (1,682,587 ) Effect of exchange rates on cash — — (22,104 ) — (22,104 ) Net increase (decrease) in cash and cash equivalents (3,270,255 ) (10,172 ) 230,629 — (3,049,798 ) Cash and cash equivalents at the beginning of period 3,376,412 34,379 508,509 — 3,919,300 Cash and cash equivalents at the end of period $ 106,157 $ 24,207 $ 739,138 $ — $ 869,502 (1) Represents primarily inter-company dividends paid from the subsidiaries to the parent, Sysco Corporation. |