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. and borrowings under the company’s $2.0 billion long-term revolving credit facility have also been guaranteed by these subsidiaries. As of March 28, 2020, Sysco had a total of $10.2 billion in senior notes, debentures and borrowings under the long-term revolving credit facility that were 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 Mar. 28, 2020 Sysco Certain U.S. Other Eliminations Consolidated (In thousands) Current assets $ 1,914,935 $ 4,242,407 $ 3,700,433 $ — $ 9,857,775 Intercompany receivables 7,642,333 46,037 4,628,264 (12,316,634) — Investment in subsidiaries 6,091,917 — 1,332,048 (7,423,965) — Plant and equipment, net 245,678 2,241,821 2,117,119 — 4,604,618 Other assets 859,731 733,274 4,930,759 (553,825) 5,969,939 Total assets $ 16,754,594 $ 7,263,539 $ 16,708,623 $ (20,294,424) $ 20,432,332 Current liabilities $ 1,255,999 $ 989,820 $ 4,379,190 $ — $ 6,625,009 Intercompany payables 3,179,796 2,627,223 6,509,615 (12,316,634) — Long-term debt 9,593,045 9,099 421,106 — 10,023,250 Other liabilities 696,864 536,503 1,044,088 (553,825) 1,723,630 Noncontrolling interest — — 31,553 — 31,553 Shareholders’ equity 2,028,890 3,100,894 4,323,071 (7,423,965) 2,028,890 Total liabilities and shareholders’ equity $ 16,754,594 $ 7,263,539 $ 16,708,623 $ (20,294,424) $ 20,432,332 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 Mar. 28, 2020 Sysco Certain U.S. Other Eliminations Consolidated (In thousands) Sales $ — $ 8,722,745 $ 5,493,011 $ (517,057) $ 13,698,699 Cost of sales — 7,070,961 4,580,555 (517,057) 11,134,459 Gross profit — 1,651,784 912,456 — 2,564,240 Operating expenses 295,242 1,141,038 1,067,686 — 2,503,966 Operating income (loss) (295,242) 510,746 (155,230) — 60,274 Interest expense (income) (1) 120,302 (28,747) (7,701) — 83,854 Other expense (income), net 2,513 (84) 2,771 — 5,200 Earnings (losses) before income taxes (418,057) 539,577 (150,300) — (28,780) Income tax (benefit) provision (49,263) 137,143 (113,363) — (25,483) Equity in earnings of subsidiaries 365,497 — 87,631 (453,128) — Net earnings (3,297) 402,434 50,694 (453,128) (3,297) Other comprehensive income (loss) (99,193) — (151,143) 151,143 (99,193) Comprehensive income $ (102,490) $ 402,434 $ (100,449) $ (301,985) $ (102,490) (1) Interest expense (income) includes $28.7 million of intercompany interest income, net, for certain of the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation for the third quarter ended March 28, 2020. 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 Mar. 30, 2019 Sysco Certain U.S. Other Eliminations Consolidated (In thousands) Sales $ — $ 9,135,852 $ 6,098,725 $ (576,503) $ 14,658,074 Cost of sales — 7,392,718 5,087,561 (576,503) 11,903,776 Gross profit — 1,743,134 1,011,164 — 2,754,298 Operating expenses 206,795 1,025,383 992,535 — 2,224,713 Operating income (loss) (206,795) 717,751 18,629 — 529,585 Interest expense (income) (1) 55,925 (43,056) 81,645 — 94,514 Other expense (income), net (1,730) (80) 5,930 — 4,120 Earnings (losses) before income taxes (260,990) 760,887 (68,946) — 430,951 Income tax (benefit) provision (183,601) 188,703 (14,234) — (9,132) Equity in earnings of subsidiaries 517,472 — 107,865 (625,337) — Net earnings 440,083 572,184 53,153 (625,337) 440,083 Other comprehensive income (loss) 40,938 — 37,471 (37,471) 40,938 Comprehensive income $ 481,021 $ 572,184 $ 90,624 $ (662,808) $ 481,021 (1) Interest expense (income) includes $43.1 million of intercompany interest income, net, for certain of the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation for the third quarter ended March 30, 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 39-Week Period Ended Mar. 28, 2020 Sysco Certain U.S. Other Eliminations Consolidated (In thousands) Sales $ — $ 28,022,282 $ 17,671,368 $ (1,666,904) $ 44,026,746 Cost of sales — 22,694,007 14,663,634 (1,666,904) 35,690,737 Gross profit — 5,328,275 3,007,734 — 8,336,009 Operating expenses 701,003 3,269,879 3,084,042 — 7,054,924 Operating income (loss) (701,003) 2,058,396 (76,308) — 1,281,085 Interest expense (income) (1) 338,459 (73,268) (21,240) — 243,951 Other expense (income), net 8,954 (434) (1,015) — 7,505 Earnings (losses) before income taxes (1,048,416) 2,132,098 (54,053) — 1,029,629 Income tax (benefit) provision (254,669) 538,598 (88,194) — 195,735 Equity in earnings of subsidiaries 1,627,641 — 330,332 (1,957,973) — Net earnings 833,894 1,593,500 364,473 (1,957,973) 833,894 Other comprehensive income (loss) (65,793) — (122,347) 122,347 (65,793) Comprehensive income $ 768,101 $ 1,593,500 $ 242,126 $ (1,835,626) $ 768,101 (1) Interest expense (income) includes $73.3 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 39-Week Period Ended Mar. 30, 2019 Sysco Certain U.S. Other Eliminations Consolidated (In thousands) Sales $ — $ 27,716,772 $ 18,662,548 $ (1,740,260) $ 44,639,060 Cost of sales — 22,434,604 15,514,921 (1,740,260) 36,209,265 Gross profit — 5,282,168 3,147,627 — 8,429,795 Operating expenses 659,697 3,113,409 3,047,069 — 6,820,175 Operating income (loss) (659,697) 2,168,759 100,558 — 1,609,620 Interest expense (income) (1) 160,830 (73,515) 183,328 — 270,643 Other expense (income), net 8,642 (220) 7,027 — 15,449 Earnings (losses) before income taxes (829,169) 2,242,494 (89,797) — 1,323,528 Income tax (benefit) provision (350,246) 556,107 (20,838) — 185,023 Equity in earnings of subsidiaries 1,617,428 — 330,236 (1,947,664) — Net earnings 1,138,505 1,686,387 261,277 (1,947,664) 1,138,505 Other comprehensive income (loss) (74,200) — (88,989) 88,989 (74,200) Comprehensive income $ 1,064,305 $ 1,686,387 $ 172,288 $ (1,858,675) $ 1,064,305 (1) Interest expense (income) includes $73.5 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 Cash Flows For the 39-Week Period Ended Mar. 28, 2020 Sysco Certain U.S. Other Elimination (1) Consolidated (In thousands) Cash flows provided by (used for): Operating activities $ 517,337 $ 256,752 $ 304,380 $ — $ 1,078,469 Investing activities (122,409) (281,927) (357,681) 102,029 (659,988) Financing activities 1,378,241 (6,816) 73,282 (102,029) 1,342,678 Effect of exchange rates on cash — — (8,857) — (8,857) Net increase (decrease) in cash, cash equivalents and restricted cash 1,773,169 (31,991) 11,124 — 1,752,302 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 $ 1,803,037 $ 85,652 $ 395,858 $ — $ 2,284,547 (1) Represents primarily intercompany loans between the subsidiaries and the parent, Sysco Corporation. Condensed Consolidated Cash Flows For the 39-Week Period Ended Mar. 30, 2019 Sysco Certain U.S. Other Elimination (1) Consolidated (In thousands) Cash flows provided by (used for): Operating activities $ 976,731 $ 132,990 $ 255,504 $ — $ 1,365,225 Investing activities 349,816 (133,190) (293,088) (503,397) (579,859) Financing activities (1,338,077) (6,850) (98,285) 503,397 (939,815) Effect of exchange rates on cash — — (11,619) — (11,619) Net increase (decrease) in cash, cash equivalents and restricted cash (11,530) (7,050) (147,488) — (166,068) 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 $ 17,614 $ 104,793 $ 427,369 $ — $ 549,776 (1) Represents primarily intercompany loans between the subsidiaries and the parent, Sysco Corporation. |