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 July 2, 2016, Sysco had a total of $7.4 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
	Jul. 2, 2016
	Sysco			Certain U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	3,440,206		$	3,813,524	$	2,800,169		$	—		$	10,053,899
Investment in subsidiaries	6,484,258			224,138		(306,219		)	(6,402,177		)	—
Plant and equipment, net	429,890			1,587,702		1,862,850			—			3,880,442
Other assets	213,186			642,525		1,931,752			—			2,787,463
Total assets	$	10,567,540		$	6,267,889	$	6,288,552		$	(6,402,177	)	$	16,721,804
Current liabilities	$	621,925		$	111,728	$	3,700,803		$	—		$	4,434,456
Intercompany payables (receivables)	(1,348,425		)	2,097,508		(749,083		)	—			—
Long-term debt	7,145,955			62,387		128,588			—			7,336,930
Other liabilities	878,834			248,493		268,097			—			1,395,424
Noncontrolling interest	—			—		75,386			—			75,386
Shareholders’ equity	3,269,251			3,747,773		2,864,761			(6,402,177		)	3,479,608
Total liabilities and shareholders’ equity	$	10,567,540		$	6,267,889	$	6,288,552		$	(6,402,177	)	$	16,721,804



	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 Statement of Comprehensive Income
	Jul. 2, 2016
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	33,932,334		$	18,112,973		$	(1,678,388	)	$	50,366,919
Cost of sales	—			27,485,111			15,519,724			(1,678,388		)	41,326,447
Gross profit	—			6,447,223			2,593,249			—			9,040,472
Operating expenses	944,457			3,857,415			2,388,100			—			7,189,972
Operating income (loss)	(944,457		)	2,589,808			205,149			—			1,850,500
Interest expense (income)	381,122			(145,852		)	70,876			—			306,146
Other expense (income), net	128,777			(1,876		)	(15,554		)	—			111,347
Earnings (losses) before income taxes	(1,454,356		)	2,737,536			149,827			—			1,433,007
Income tax (benefit) provision	(490,579		)	923,416			50,548			—			483,385
Equity in earnings of subsidiaries	1,913,399			—			—			(1,913,399		)	—
Net earnings	949,622			1,814,120			99,279			(1,913,399		)	949,622
Other comprehensive income (loss)	(434,921		)	—			(149,875		)	149,875			(434,921		)
Comprehensive income	$	514,701		$	1,814,120		$	(50,596	)	$	(1,763,524	)	$	514,701



	Condensed Consolidating Statement of Comprehensive Income
	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
	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 Cash Flows
	Jul. 2, 2016
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	(873,690	)	$	681,979		$	2,124,853		$	1,933,142
Investing activities	20,094			(212,270		)	(408,652		)	(600,828		)
Financing activities	(2,485,444		)	45,121			35,592			(2,404,731		)
Effect of exchange rates on cash	—			—			(138,327		)	(138,327		)
Intercompany activity	1,864,385			(507,139		)	(1,357,246		)	—
Net increase (decrease) in cash and cash equivalents	(1,474,655		)	7,691			256,220			(1,210,744		)
Cash and cash equivalents at the beginning of period	4,851,075			26,378			252,591			5,130,044
Cash and cash equivalents at the end of period	$	3,376,420		$	34,069		$	508,811		$	3,919,300



	Condensed Consolidating Cash Flows
	June 27, 2015
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows 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 rates 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 the beginning of period	158,957			27,772			226,317			413,046
Cash and cash equivalents at the end of period	$	4,851,075		$	26,378		$	252,591		$	5,130,044



	Condensed Consolidating Cash Flows
	June 28, 2014
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows 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 rates 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 the beginning of period	207,591			24,295			180,399			412,285
Cash and cash equivalents at the end of period	$	158,957		$	27,772		$	226,317		$	413,046