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 September 28, 2019 , Sysco had a total of $7.5 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 Sep. 28, 2019 Sysco Certain U.S. Other Eliminations Consolidated (In thousands) Current assets $ 172,317 $ 4,548,019 $ 3,763,828 $ — $ 8,484,164 Intercompany receivables 6,517,293 148,589 3,229,688 (9,895,570 ) — Investment in subsidiaries 5,305,887 — 1,255,862 (6,561,749 ) — Plant and equipment, net 242,040 2,184,301 2,066,675 — 4,493,016 Other assets 817,530 729,136 4,974,095 (541,366 ) 5,979,395 Total assets $ 13,055,067 $ 7,610,045 $ 15,290,148 $ (16,998,685 ) $ 18,956,575 Current liabilities $ 443,234 $ 1,061,795 $ 4,596,442 $ — $ 6,101,471 Intercompany payables 1,307,665 3,261,317 5,326,588 (9,895,570 ) — Long-term debt 8,192,123 10,747 434,836 — 8,637,706 Other liabilities 657,297 551,789 1,061,902 (541,366 ) 1,729,622 Noncontrolling interest — — 33,028 — 33,028 Shareholders’ equity 2,454,748 2,724,397 3,837,352 (6,561,749 ) 2,454,748 Total liabilities and shareholders’ equity $ 13,055,067 $ 7,610,045 $ 15,290,148 $ (16,998,685 ) $ 18,956,575 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 Statement of Comprehensive Income For the 13-Week Period Ended Sep. 28, 2019 Sysco Certain U.S. Other Eliminations Consolidated (In thousands) Sales $ — $ 9,810,408 $ 6,043,288 $ (550,691 ) $ 15,303,005 Cost of sales — 7,910,440 4,999,886 (550,691 ) 12,359,635 Gross profit — 1,899,968 1,043,402 — 2,943,370 Operating expenses 198,840 1,075,837 1,000,375 — 2,275,052 Operating income (loss) (198,840 ) 824,131 43,027 — 668,318 Interest expense (income) (1) 107,336 (20,528 ) (3,473 ) — 83,335 Other expense (income), net 7,053 (167 ) (3,774 ) — 3,112 Earnings (losses) before income taxes (313,229 ) 844,826 50,274 — 581,871 Income tax (benefit) provision (98,500 ) 212,546 14,044 — 128,090 Equity in earnings of subsidiaries 668,510 — 129,548 (798,058 ) — Net earnings 453,781 632,280 165,778 (798,058 ) 453,781 Other comprehensive income (loss) (75,701 ) — (126,159 ) 126,159 (75,701 ) Comprehensive income $ 378,080 $ 632,280 $ 39,619 $ (671,899 ) $ 378,080 (1) Interest expense (income) includes $20.5 million of intercompany interest income, net, for certain of the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation for the first quarter ended September 28, 2019 . 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 Sep. 29, 2018 Sysco Certain U.S. Other Eliminations Consolidated (In thousands) Sales $ — $ 9,479,806 $ 6,234,158 $ (498,685 ) $ 15,215,279 Cost of sales — 7,660,101 5,150,078 (498,685 ) 12,311,494 Gross profit — 1,819,705 1,084,080 — 2,903,785 Operating expenses 220,281 1,052,350 1,003,014 — 2,275,645 Operating income (loss) (220,281 ) 767,355 81,066 — 628,140 Interest expense (income) (1) 41,413 (21,538 ) 69,141 — 89,016 Other expense (income), net 6,600 (54 ) (5,414 ) — 1,132 Earnings (losses) before income taxes (268,294 ) 788,947 17,339 — 537,992 Income tax (benefit) provision (93,587 ) 196,445 4,092 — 106,950 Equity in earnings of subsidiaries 605,750 — 94,341 (700,091 ) — Net earnings 431,043 592,502 107,588 (700,091 ) 431,042 Other comprehensive income (loss) (41,574 ) — (24,927 ) 24,927 (41,574 ) Comprehensive income $ 389,469 $ 592,502 $ 82,661 $ (675,164 ) $ 389,468 (1) Interest expense (income) includes $21.5 million of intercompany interest income, net, for certain of the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation for the first quarter ended September 29, 2018 . 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 13-Week Period Ended Sep. 28, 2019 Sysco Certain U.S. Other Elimination (1) Consolidated (In thousands) Cash flows provided by (used for): Operating activities $ 11,776 $ 69,098 $ 90,705 $ — $ 171,579 Investing activities (49,434 ) (85,903 ) (128,923 ) 17,636 (246,624 ) Financing activities 109,226 742 (29,627 ) (17,636 ) 62,705 Effect of exchange rates on cash — — (5,485 ) — (5,485 ) Net increase (decrease) in cash, cash equivalents and restricted cash 71,568 (16,063 ) (73,330 ) — (17,825 ) Cash, cash equivalents and restricted cash at the beginning of period 29,868 117,643 384,734 — 532,245 Cash, cash equivalents and restricted cash at the end of period $ 101,436 $ 101,580 $ 311,404 $ — $ 514,420 (1) Represents primarily intercompany loans between the subsidiaries and the parent, Sysco Corporation. Condensed Consolidated Cash Flows For the 13-Week Period Ended Sep. 29, 2018 Sysco Certain U.S. Other Elimination (1) Consolidated (In thousands) Cash flows provided by (used for): Operating activities $ 167,767 $ 69,459 $ 33,919 $ — $ 271,145 Investing activities 361,777 (42,188 ) (12,229 ) (406,931 ) (99,571 ) Financing activities (332,988 ) (1,581 ) (3,974 ) 406,931 68,388 Effect of exchange rates on cash — — (2,435 ) — (2,435 ) Net increase (decrease) in cash, cash equivalents and restricted cash 196,556 25,690 15,281 — 237,527 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 $ 225,700 $ 137,533 $ 590,138 $ — $ 953,371 (1) Represents primarily intercompany loans between the subsidiaries and the parent, Sysco Corporation. |