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 December 30, 2017, Sysco had a total of $8.8 billion in senior notes, debentures and commercial paper issuances 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.

In conjunction with the preparation of our September 30, 2017 condensed consolidating financial statements, the company identified certain wholly owned U.S. Broadline subsidiaries that are guarantors of the outstanding senior notes and debentures of Sysco Corporation that were presented within Other Non-Guarantor Subsidiaries during fiscal 2017. The fiscal 2017 Condensed Consolidating Balance Sheet and Statements of Comprehensive Income and Cash Flows included herein have been revised to present such U.S. Broadline subsidiaries as guarantor subsidiaries. The company assessed the materiality of the incorrect guarantor disclosures and concluded that the misstatement was not material to the financial statements as a whole, but has provided revised information below for the sake of consistency with the current period disclosures.

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 Consolidating Balance Sheet
	Dec. 30, 2017
	Sysco		Certain U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(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 Consolidating Balance Sheet
	July 1, 2017
	Sysco		Certain U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	177,495	$	3,786,055	$	4,069,888	$	—		$	8,033,438
Intercompany receivables	4,444,035		—		—		(4,444,035		)	—
Investment in subsidiaries	6,451,994		—		—		(6,451,994		)	—
Plant and equipment, net	258,527		2,039,761		2,079,014		—			4,377,302
Other assets	151,743		516,126		4,678,046		—			5,345,915
Total assets	$	11,483,794	$	6,341,942	$	10,826,948	$	(10,896,029	)	$	17,756,655
Current liabilities	$	650,899	$	3,521,661	$	1,923,326	$	—		$	6,095,886
Intercompany payables	—		366,802		4,077,233		(4,444,035		)	—
Long-term debt	7,588,041		7,776		65,060		—			7,660,877
Other liabilities	863,338		103,784		568,415		—			1,535,537
Noncontrolling interest	—		—		82,839		—			82,839
Shareholders’ equity	2,381,516		2,341,919		4,110,075		(6,451,994		)	2,381,516
Total liabilities and shareholders’ equity	$	11,483,794	$	6,341,942	$	10,826,948	$	(10,896,029	)	$	17,756,655



	Condensed Consolidating Balance Sheet
	Dec. 31, 2016
	Sysco		Certain U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	137,816	$	4,050,928	$	3,822,462	$	—		$	8,011,206
Intercompany receivables	2,851,475		—		—		(2,851,475		)	—
Investment in subsidiaries	8,168,683		—		—		(8,168,683		)	—
Plant and equipment, net	364,716		2,023,350		1,943,063		—			4,331,129
Other assets	408,475		604,424		4,274,832		—			5,287,731
Total assets	$	11,931,165	$	6,678,702	$	10,040,357	$	(11,020,158	)	$	17,630,066
Current liabilities	$	286,277	$	2,307,139	$	2,458,870	$	—		$	5,052,286
Intercompany payables	—		35,463		2,816,012		(2,851,475		)	—
Long-term debt	8,056,499		6,904		250,248		—			8,313,651
Other liabilities	1,112,350		163,640		433,195		—			1,709,185
Noncontrolling interest	—		—		78,905		—			78,905
Shareholders’ equity	2,476,039		4,165,556		4,003,127		(8,168,683		)	2,476,039
Total liabilities and shareholders’ equity	$	11,931,165	$	6,678,702	$	10,040,357	$	(11,020,158	)	$	17,630,066



	Condensed Consolidating Statement of Comprehensive Income
	For the 13-Week Period Ended Dec. 30, 2017
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	8,754,170		$	6,169,238	$	(511,918	)	$	14,411,490
Cost of sales	—			7,102,287			5,121,735		(511,918		)	11,712,104
Gross profit	—			1,651,883			1,047,503		—			2,699,386
Operating expenses	198,800			994,646			973,658		—			2,167,104
Operating income (loss)	(198,800		)	657,237			73,845		—			532,282
Interest expense (income) ⁽¹⁾	108,768			(27,955		)	5,173		—			85,986
Other expense (income), net	(5,030		)	(1,137		)	735		—			(5,432		)
Earnings (losses) before income taxes	(302,538		)	686,329			67,937		—			451,728
Income tax (benefit) provision	(120,313		)	262,820			25,108		—			167,615
Equity in earnings of subsidiaries	466,338			—			—		(466,338		)	—
Net earnings	284,113			423,509			42,829		(466,338		)	284,113
Other comprehensive income (loss)	26,551			—			19,254		(19,254		)	26,551
Comprehensive income	$	310,664		$	423,509		$	62,083	$	(485,592	)	$	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 Consolidating Statement of Comprehensive Income
	For the 13-Week Period Ended Dec. 31, 2016
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	8,268,127		$	7,167,072		$	(1,977,931	)	$	13,457,268
Cost of sales	—			6,676,641			6,186,695			(1,977,931		)	10,885,405
Gross profit	—			1,591,486			980,377			—			2,571,863
Operating expenses	239,292			956,196			883,958			—			2,079,446
Operating income (loss)	(239,292		)	635,290			96,419			—			492,417
Interest expense (income) ⁽¹⁾	100,947			(33,610		)	4,894			—			72,231
Other expense (income), net	(5,295		)	(729		)	3,704			—			(2,320		)
Earnings (losses) before income taxes	(334,944		)	669,629			87,821			—			422,506
Income tax (benefit) provision	(116,996		)	233,631			30,704			—			147,339
Equity in earnings of subsidiaries	493,115			—			—			(493,115		)	—
Net earnings	275,167			435,998			57,117			(493,115		)	275,167
Other comprehensive income (loss)	(147,656		)	—			(190,130		)	190,130			(147,656		)
Comprehensive income	$	127,511		$	435,998		$	(133,013	)	$	(302,985	)	$	127,511


⁽¹⁾	Interest expense (income) includes $33.6 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 31, 2016. There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries.



	Condensed Consolidating Statement of Comprehensive Income
	For the 26-Week Period Ended Dec. 30, 2017
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(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	396,664			2,002,006			1,939,010		—			4,337,680
Operating income (loss)	(396,664		)	1,396,109			155,929		—			1,155,374
Interest expense (income) ⁽¹⁾	207,764			(51,305		)	10,411		—			166,870
Other expense (income), net	(8,645		)	(1,559		)	524		—			(9,680		)
Earnings (losses) before income taxes	(595,783		)	1,448,973			144,994		—			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			936,590			94,673		(1,031,263		)	651,753
Other comprehensive income (loss)	146,709			—			140,583		(140,583		)	146,709
Comprehensive income	$	798,462		$	936,590		$	235,256	$	(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 Consolidating Statement of Comprehensive Income
	For the 52-Week Period Ended Jul. 1, 2017
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(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	931,498			3,907,829			3,665,009			—			8,504,336
Operating income (loss)	(931,498		)	2,727,586			257,083			—			2,053,171
Interest expense (income) ⁽¹⁾	405,030			(122,012		)	19,860			—			302,878
Other expense (income), net	(23,740		)	(1,116		)	8,919			—			(15,937		)
Earnings (losses) before income taxes	(1,312,788		)	2,850,714			228,304			—			1,766,230
Income tax (benefit) provision	(463,598		)	1,006,703			80,622			—			623,727
Equity in earnings of subsidiaries	1,991,693			—			—			(1,991,693		)	—
Net earnings	1,142,503			1,844,011			147,682			(1,991,693		)	1,142,503
Other comprehensive income (loss)	95,381			—			(9,317		)	9,317			95,381
Comprehensive income	$	1,237,884		$	1,844,011		$	138,365		$	(1,982,376	)	$	1,237,884


⁽¹⁾	Interest expense (income) includes $135.9 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 Consolidating Statement of Comprehensive Income
	For the 26-Week Period Ended Dec. 31, 2016
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	16,974,279		$	12,874,491		$	(2,422,848	)	$	27,425,922
Cost of sales	—			13,689,355			10,895,633			(2,422,848		)	22,162,140
Gross profit	—			3,284,924			1,978,858			—			5,263,782
Operating expenses	457,195			1,939,269			1,808,068			—			4,204,532
Operating income (loss)	(457,195		)	1,345,655			170,790			—			1,059,250
Interest expense (income) ⁽¹⁾	191,105			(54,820		)	9,569			—			145,854
Other expense (income), net	(20,186		)	(969		)	11,619			—			(9,536		)
Earnings (losses) before income taxes	(628,114		)	1,401,444			149,602			—			922,932
Income tax (benefit) provision	(220,420		)	491,799			52,499			—			323,878
Equity in earnings of subsidiaries	1,006,748			—			—			(1,006,748		)	—
Net earnings	599,054			909,645			97,103			(1,006,748		)	599,054
Other comprehensive income (loss)	(224,478		)	—			(279,683		)	279,683			(224,478		)
Comprehensive income	$	374,576		$	909,645		$	(182,580	)	$	(727,065	)	$	374,576


⁽¹⁾	Interest expense (income) includes $54.8 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 Consolidating Cash Flows
	For the 26-Week Period Ended Dec. 30, 2017
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(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



	Condensed Consolidating Cash Flows
	For the 52-Week Period Ended Jul. 1, 2017
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations ⁽¹⁾			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	1,535,775		$	3,023,400		$	658,229		$	(2,978,000	)	$	2,239,404
Investing activities	(3,274,566		)	(261,330		)	(175,565		)	127,000			(3,584,461		)
Financing activities	(1,526,045		)	(2,777,661		)	(229,931		)	2,851,000			(1,682,637		)
Effect of exchange rates on cash	—			—			(22,104		)	—			(22,104		)
Net increase (decrease) in cash and cash equivalents	(3,264,836		)	(15,591		)	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	$	111,576		$	18,788		$	739,138		$	—		$	869,502


⁽¹⁾	Represents primarily inter-company dividends paid from the subsidiaries to the parent, Sysco Corporation.



	Condensed Consolidating Cash Flows
	For the 26-Week Period Ended Dec. 31, 2016
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	292,547		$	143,092		$	203,762		$	639,401
Investing activities	(3,127,225		)	(102,923		)	45,634			(3,184,514		)
Financing activities	(430,216		)	(17,815		)	(68,251		)	(516,282		)
Effect of exchange rates on cash	—			—			(10,613		)	(10,613		)
Net increase (decrease) in cash and cash equivalents	(3,264,894		)	22,354			170,532			(3,072,008		)
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	$	111,518		$	56,733		$	679,041		$	847,292