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 September 26, 2015, Sysco had a total of $2.9 billion in senior notes, debentures and commercial paper 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.

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
	Sep. 26, 2015
	Sysco		Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	237,758	$	4,252,595		$	2,537,607	$	—		$	7,027,960
Investment in subsidiaries	9,473,425		—			—		(9,473,425		)	—
Plant and equipment, net	512,397		1,662,227			1,786,675		—			3,961,299
Other assets	203,535		525,372			1,653,385		—			2,382,292
Total assets	$	10,427,115	$	6,440,194		$	5,977,667	$	(9,473,425	)	$	13,371,551
Current liabilities	$	478,158	$	1,105,347		$	2,387,311	$	—		$	3,970,816
Intercompany payables (receivables)	1,041,230		(1,670,713		)	629,483		—			—
Long-term debt	2,884,581		9,337			110,700		—			3,004,618
Other liabilities	715,169		271,194			59,826		—			1,046,189
Noncontrolling interest	—		—			44,243		—			44,243
Shareholders’ equity	5,307,977		6,725,029			2,746,104		(9,473,425		)	5,305,685
Total liabilities and shareholders’ equity	$	10,427,115	$	6,440,194		$	5,977,667	$	(9,473,425	)	$	13,371,551



	Condensed Consolidating Balance Sheet
	Jun. 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
	Sep. 27, 2014
	Sysco		Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	233,010	$	4,345,475		$	2,529,918	$	—		$	7,108,403
Investment in subsidiaries	8,297,396		—			—		(8,297,396		)	—
Plant and equipment, net	488,618		1,758,530			1,721,565		—			3,968,713
Other assets	332,075		522,013			1,662,829		—			2,516,917
Total assets	$	9,351,099	$	6,626,018		$	5,914,312	$	(8,297,396	)	$	13,594,033
Current liabilities	$	831,556	$	953,078		$	2,751,855	$	—		$	4,536,489
Intercompany payables (receivables)	2,292		(111,694		)	109,402		—			—
Long-term debt	2,560,245		15,232			51,133		—			2,626,610
Other liabilities	635,590		318,736			121,094		—			1,075,420
Noncontrolling interest	—		—			34,098		—			34,098
Shareholders’ equity	5,321,416		5,450,666			2,846,730		(8,297,396		)	5,321,416
Total liabilities and shareholders’ equity	$	9,351,099	$	6,626,018		$	5,914,312	$	(8,297,396	)	$	13,594,033



	Condensed Consolidating Statement of Comprehensive Income
	For the 13-Week Period Ended Sep. 26, 2015
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	8,524,550		$	4,426,998		$	(388,937	)	$	12,562,611
Cost of sales	—			6,912,169			3,801,384			(388,937		)	10,324,616
Gross profit	—			1,612,381			625,614			—			2,237,995
Operating expenses	199,375			956,915			588,231			—			1,744,521
Operating income (loss)	(199,375		)	655,466			37,383			—			493,474
Interest expense (income)	146,097			(39,983		)	20,793			—			126,907
Other expense (income), net	(5,077		)	(477		)	(9,686		)	—			(15,240		)
Earnings (losses) before income taxes	(340,395		)	695,926			26,276			—			381,807
Income tax (benefit) provision	(122,484		)	250,417			9,454			—			137,387
Equity in earnings of subsidiaries	462,331			—			—			(462,331		)	—
Net earnings	244,420			445,509			16,822			(462,331		)	244,420
Other comprehensive income (loss)	(84,341		)	—			(183,185		)	183,185			(84,341		)
Comprehensive income	$	160,079		$	445,509		$	(166,363	)	$	(279,146	)	$	160,079



	Condensed Consolidating Statement of Comprehensive Income
	For the 13-Week Period Ended Sep. 27, 2014
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	8,322,308		$	4,464,469		$	(341,696	)	$	12,445,081
Cost of sales	—			6,774,508			3,823,552			(341,696		)	10,256,364
Gross profit	—			1,547,800			640,917			—			2,188,717
Operating expenses	190,897			932,195			600,012			—			1,723,104
Operating income (loss)	(190,897		)	615,605			40,905			—			465,613
Interest expense (income)	50,166			(21,474		)	2,242			—			30,934
Other expense (income), net	(2,402		)	(399		)	613			—			(2,188		)
Earnings (losses) before income taxes	(238,661		)	637,478			38,050			—			436,867
Income tax (benefit) provision	(86,344		)	230,631			13,767			—			158,054
Equity in earnings of subsidiaries	431,130			—			—			(431,130		)	—
Net earnings	278,813			406,847			24,283			(431,130		)	278,813
Other comprehensive income (loss)	(100,509		)	—			(71,254		)	71,254			(100,509		)
Comprehensive income	$	178,304		$	406,847		$	(46,971	)	$	(359,876	)	$	178,304



	Condensed Consolidating Cash Flows
	For the 13-Week Period Ended Sep. 26, 2015
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	(525,626	)	$	(317,193	)	$	581,337		$	(261,482	)
Investing activities	138,186			(13,083		)	(160,164		)	(35,061		)
Financing activities	(4,445,507		)	(800		)	8,903			(4,437,404		)
Effect of exchange rates on cash	—			—			(7,841		)	(7,841		)
Intercompany activity	59,403			329,064			(388,467		)	—
Net increase (decrease) in cash and cash equivalents	(4,773,544		)	(2,012		)	33,768			(4,741,788		)
Cash and cash equivalents at the beginning of period	4,851,074			26,377			252,593			5,130,044
Cash and cash equivalents at the end of period	$	77,530		$	24,365		$	286,361		$	388,256



	Condensed Consolidating Cash Flows
	For the 13-Week Period Ended Sep. 27, 2014
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	(93,666	)	$	(24,502	)	$	180,786		$	62,618
Investing activities	(33,867		)	(33,841		)	(102,086		)	(169,794		)
Financing activities	46,544			605			37,385			84,534
Effect of exchange rates on cash	—			—			(5,506		)	(5,506		)
Intercompany activity	58,326			55,264			(113,590		)	—
Net increase (decrease) in cash and cash equivalents	(22,663		)	(2,474		)	(3,011		)	(28,148		)
Cash and cash equivalents at the beginning of period	158,957			27,772			226,317			413,046
Cash and cash equivalents at the end of period	$	136,294		$	25,298		$	223,306		$	384,898