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 June 27, 2015, Sysco had a total of $7.3 billion in senior notes, debentures and commercial paper outstanding that was covered by these guarantees, including the $5 billion of senior notes issued in October 2014. See Note 11, "Debt and Other Financing Arrangements," for further discussion of the October 2014 senior notes issuance. 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 and (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 (the majority 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
	June 27, 2015
	Sysco		Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	4,894,387	$	4,012,924		$	2,586,993				$	11,494,304
Investment in subsidiaries	9,088,455		—			—		(9,088,455		)	—
Plant and equipment, net	510,285		1,694,659			1,777,199					3,982,143
Other assets	371,802		522,566			1,618,466					2,512,834
Total assets	$	14,864,929	$	6,230,149		$	5,982,658	$	(9,088,455	)	$	17,989,281
Current liabilities	$	5,851,364	$	1,658,558		$	1,889,693				$	9,399,615
Intercompany payables (receivables)	973,497		(1,996,915		)	1,023,418					—
Long-term debt	2,154,923		10,121			106,781					2,271,825
Other liabilities	624,795		278,458			113,060					1,016,313
Noncontrolling interest	—		—			41,304					$	41,304
Shareholders’ equity	5,260,350		6,279,927			2,808,402		(9,088,455		)	5,260,224
Total liabilities and shareholders’ equity	$	14,864,929	$	6,230,149		$	5,982,658	$	(9,088,455	)	$	17,989,281



	Condensed Consolidating Balance Sheet
	June 28, 2014
	Sysco		Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	254,766	$	3,928,660		$	2,498,546	$	—		$	6,681,972
Investment in subsidiaries	8,013,214		—			—		(8,013,214		)	—
Plant and equipment, net	496,953		1,783,262			1,705,403		—			3,985,618
Other assets	317,208		524,468			1,631,847		—			2,473,523
Total assets	$	9,082,141	$	6,236,390		$	5,835,796	$	(8,013,214	)	$	13,141,113
Current liabilities	$	793,240	$	1,008,366		$	2,566,024	$	—		$	4,367,630
Intercompany payables (receivables)	20,107		(239,539		)	219,432		—			—
Long-term debt	2,321,721		14,094			21,515		—			2,357,330
Other liabilities	680,378		328,185			140,895		—			1,149,458
Shareholders’ equity	5,266,695		5,125,284			2,887,930		(8,013,214		)	5,266,695
Total liabilities and shareholders’ equity	$	9,082,141	$	6,236,390		$	5,835,796	$	(8,013,214	)	$	13,141,113



	Condensed Consolidating Statement of Comprehensive Income
	Year Ended June 27, 2015
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	32,626,221		$	17,477,986		$	(1,423,455	)	$	48,680,752
Cost of sales	—			26,572,257			14,980,434			(1,423,455		)	40,129,236
Gross profit	—			6,053,964			2,497,552			—			8,551,516
Operating expenses	1,232,956			3,709,320			2,379,878			—			7,322,154
Operating income (loss)	(1,232,956		)	2,344,644			117,674			—			1,229,362
Interest expense (income)	323,918			(108,233		)	39,122			—			254,807
Other expense (income), net	(9,496		)	(3,609		)	(20,487		)	—			(33,592		)
Earnings (losses) before income taxes	(1,547,378		)	2,456,486			99,039			—			1,008,147
Income tax (benefit) provision	(493,263		)	783,066			31,571			—			321,374
Equity in earnings of subsidiaries	1,740,888			—			—			(1,740,888		)	—
Net earnings	686,773			1,673,420			67,468			(1,740,888		)	686,773
Other comprehensive income (loss)	(280,534		)				(232,185		)	232,185			(280,534		)
Comprehensive income	$	406,239		$	1,673,420		$	(164,717	)	$	(1,508,703	)	$	406,239



	Condensed Consolidating Statement of Comprehensive Income
	Year Ended June 28, 2014
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	30,741,979		$	16,979,494		$	(1,204,761	)	$	46,516,712
Cost of sales	—			24,990,377			14,550,061			(1,204,761		)	38,335,677
Gross profit	—			5,751,602			2,429,433			—			8,181,035
Operating expenses	804,177			3,520,577			2,269,159			—			6,593,913
Operating income (loss)	(804,177		)	2,231,025			160,274			—			1,587,122
Interest expense (income)	232,140			(102,086		)	(6,313		)	—			123,741
Other expense (income), net	(7,434		)	217			(5,026		)	—			(12,243		)
Earnings (losses) before income taxes	(1,028,883		)	2,332,894			171,613			—			1,475,624
Income tax (benefit) provision	(379,369		)	860,184			63,276			—			544,091
Equity in earnings of subsidiaries	1,581,047			—			—			(1,581,047		)	—
Net earnings	931,533			1,472,710			108,337			(1,581,047		)	931,533
Other comprehensive income (loss)	(195,726		)	—			(3,106		)	3,106			(195,726		)
Comprehensive income	$	735,807		$	1,472,710		$	105,231		$	(1,577,941	)	$	735,807



	Condensed Consolidating Statement of Comprehensive Income
	Year Ended June 29, 2013
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	30,162,329		$	15,335,180		$	(1,086,276	)	$	44,411,233
Cost of sales	—			24,385,677			13,115,225			(1,086,276		)	36,414,626
Gross profit	—			5,776,652			2,219,955			—			7,996,607
Operating expenses	694,323			3,610,907			2,032,899			—			6,338,129
Operating income (loss)	(694,323		)	2,165,745			187,056			—			1,658,478
Interest expense (income)	298,474			(177,421		)	7,442			—			128,495
Other expense (income), net	(12,864		)	(4,554		)	(54		)	—			(17,472		)
Earnings (losses) before income taxes	(979,933		)	2,347,720			179,668			—			1,547,455
Income tax (benefit) provision	(351,474		)	842,062			64,440			—			555,028
Equity in earnings of subsidiaries	1,620,886			—			—			(1,620,886		)	—
Net earnings	992,427			1,505,658			115,228			(1,620,886		)	992,427
Other comprehensive income (loss)	215,929			—			(33,191		)	33,191			215,929
Comprehensive income	$	1,208,356		$	1,505,658		$	82,037		$	(1,587,695	)	$	1,208,356



	Condensed Consolidating Cash Flows
	Year Ended June 27, 2015
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Net cash provided by (used for):
Operating activities	$	(359,239	)	$	2,363,836		$	(449,113	)	$	1,555,484
Investing activities	(160,234		)	(108,099		)	(386,013		)	(654,346		)
Financing activities	3,832,479			(6,022		)	71,105			3,897,562
Effect of exchange rate on cash	—			—			(81,702		)	(81,702		)
Intercompany activity	1,379,112			(2,251,109		)	871,997			—
Net increase (decrease) in cash and cash equivalents	4,692,118			(1,394		)	26,274			4,716,998
Cash and cash equivalents at beginning of the period	158,957			27,772			226,317			413,046
Cash and cash equivalents at end of the period	$	4,851,075		$	26,378		$	252,591		$	5,130,044



	Condensed Consolidating Cash Flows
	Year Ended June 28, 2014
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Net cash provided by (used for):
Operating activities	$	(504,119	)	$	1,541,062		$	455,872		$	1,492,815
Investing activities	(51,290		)	(171,979		)	(353,569		)	(576,838		)
Financing activities	(919,627		)	3,872			(103		)	(915,858		)
Effect of exchange rate on cash	—			—			642			642
Intercompany activity	1,426,402			(1,369,478		)	(56,924		)	—
Net increase (decrease) in cash and cash equivalents	(48,634		)	3,477			45,918			761
Cash and cash equivalents at beginning of the period	207,591			24,295			180,399			412,285
Cash and cash equivalents at end of the period	$	158,957		$	27,772		$	226,317		$	413,046



	Condensed Consolidating Cash Flows
	Year Ended June 29, 2013
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Net cash provided by (used for):
Operating activities	$	(449,417	)	$	1,705,950		$	255,061		$	1,511,594
Investing activities	(105,314		)	(140,217		)	(666,351		)	(911,882		)
Financing activities	(887,707		)	(15,666		)	29,165			(874,208		)
Effect of exchange rate on cash	—			—			(2,086		)	(2,086		)
Intercompany activity	1,178,922			(1,560,250		)	381,328			—
Net increase (decrease) in cash and cash equivalents	(263,516		)	(10,183		)	(2,883		)	(276,582		)
Cash and cash equivalents at beginning of the period	471,107			34,478			183,282			688,867
Cash and cash equivalents at end of the period	$	207,591		$	24,295		$	180,399		$	412,285