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 30, 2017, Sysco had a total of $9.0 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 but 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 have 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 (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. 30, 2017
	Sysco		U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	200,583	$	4,228,854	$	4,167,565	$	—		$	8,597,002
Intercompany receivables	4,275,051		966,873		—		(5,241,924		)	—
Investment in subsidiaries	7,138,247		—		—		(7,138,247		)	—
Plant and equipment, net	261,906		2,032,227		2,094,166		—			4,388,299
Other assets	151,031		514,392		4,767,866		—			5,433,289
Total assets	$	12,026,818	$	7,742,346	$	11,029,597	$	(12,380,171	)	$	18,418,590
Current liabilities	$	360,586	$	4,859,882	$	919,814	$	—		$	6,140,282
Intercompany payables	—		—		5,241,924		(5,241,924		)	—
Long-term debt	8,352,110		7,191		67,058		—			8,426,359
Other liabilities	1,078,868		20,268		434,451		—			1,533,587
Noncontrolling interest	—		—		83,108		—			83,108
Shareholders’ equity	2,235,254		2,855,005		4,283,242		(7,138,247		)	2,235,254
Total liabilities and shareholders’ equity	$	12,026,818	$	7,742,346	$	11,029,597	$	(12,380,171	)	$	18,418,590



	Condensed Consolidating Balance Sheet
	July 1, 2017
	Sysco		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		426,257		4,767,915		—			5,345,915
Total assets	$	11,483,794	$	6,252,073	$	10,916,817	$	(10,896,029	)	$	17,756,655
Current liabilities	$	650,899	$	3,521,661	$	1,923,326	$	—		$	6,095,886
Intercompany payables	—		276,933		4,167,102		(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	$	6,252,073	$	10,916,817	$	(10,896,029	)	$	17,756,655



	Condensed Consolidating Balance Sheet
	Oct. 1, 2016
	Sysco		U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	226,681	$	4,130,493	$	3,778,296	$	—		$	8,135,470
Intercompany receivables	3,408,107		—				(3,408,107		)
Investment in subsidiaries	7,865,699		—		—		(7,865,699		)	—
Plant and equipment, net	394,254		2,032,194		1,992,076		—			4,418,524
Other assets	199,918		1,111,301		4,159,597		—			5,470,816
Total assets	$	12,094,659	$	7,273,988	$	9,929,969	$	(11,273,806	)	$	18,024,810
Current liabilities	$	433,751	$	1,708,547	$	3,224,252	$	—		$	5,366,550
Intercompany payables	—		1,617,949		1,790,158		(3,408,107		)	—
Long-term debt	7,607,826		61,663		174,028		—			7,843,517
Other liabilities	1,032,296		156,272		528,526		—			1,717,094
Noncontrolling interest	—		—		76,863		—			76,863
Shareholders’ equity	3,020,786		3,729,557		4,136,142		(7,865,699		)	3,020,786
Total liabilities and shareholders’ equity	$	12,094,659	$	7,273,988	$	9,929,969	$	(11,273,806	)	$	18,024,810



	Condensed Consolidating Statement of Comprehensive Income
	For the 13-Week Period Ended Sep. 30, 2017
	Sysco			U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	9,021,657		$	6,120,313		$	(491,546	)	$	14,650,424
Cost of sales	—			7,275,423			5,072,879			(491,546		)	11,856,756
Gross profit	—			1,746,234			1,047,434			—			2,793,668
Operating expenses	197,864			1,007,359			965,353			—			2,170,576
Operating income (loss)	(197,864		)	738,875			82,081			—			623,092
Interest expense (income) ⁽¹⁾	98,996			(23,351		)	5,239			—			80,884
Other expense (income), net	(3,615		)	(422		)	(211		)	—			(4,248		)
Earnings (losses) before income taxes	(293,245		)	762,648			77,053			—			546,456
Income tax (benefit) provision	(95,958		)	249,561			25,213			—			178,816
Equity in earnings of subsidiaries	564,927			—			—			(564,927		)	—
Net earnings	367,640			513,087			51,840			(564,927		)	367,640
Other comprehensive income (loss)	120,159			—			121,329			(121,329		)	120,159
Comprehensive income	$	487,799		$	513,087		$	173,169		$	(686,256	)	$	487,799

⁽¹⁾ Interest expense (income) includes $27.8 million of intercompany interest income, net, for 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			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 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 13-Week Period Ended Oct. 1, 2016
	Sysco			U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	8,706,151		$	5,707,420		$	(444,917	)	$	13,968,654
Cost of sales	—			7,012,713			4,708,939			(444,917		)	11,276,735
Gross profit	—			1,693,438			998,481			—			2,691,919
Operating expenses	217,903			983,072			924,111			—			2,125,086
Operating income (loss)	(217,903		)	710,366			74,370			—			566,833
Interest expense (income) ⁽¹⁾	90,158			(21,210		)	4,675			—			73,623
Other expense (income), net	(14,891		)	(241		)	7,916			—			(7,216		)
Earnings (losses) before income taxes	(293,170		)	731,817			61,779			—			500,426
Income tax (benefit) provision	(103,424		)	258,169			21,794			—			176,539
Equity in earnings of subsidiaries	513,633			—			—			(513,633		)	—
Net earnings	323,887			473,648			39,985			(513,633		)	323,887
Other comprehensive income (loss)	(76,822		)	—			(89,553		)	89,553			(76,822		)
Comprehensive income	$	247,065		$	473,648		$	(49,568	)	$	(424,080	)	$	247,065

⁽¹⁾ Interest expense (income) includes $24.8 million of intercompany interest income, net, for 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 13-Week Period Ended Sep. 30, 2017
	Sysco			U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	(49,085	)	$	76,658		$	55,202		$	82,775
Investing activities	(18,365		)	(53,281		)	(62,893		)	(134,539		)
Financing activities	76,568			(4,872		)	1,199			72,895
Effect of exchange rates on cash	—			—			18,570			18,570
Net increase (decrease) in cash and cash equivalents	9,118			18,505			12,078			39,701
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	$	120,694		$	37,293		$	751,216		$	909,203



	Condensed Consolidating Cash Flows
	For the 52-Week Period Ended Jul. 1, 2017
	Sysco			U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations ⁽¹⁾			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	1,511,881		$	3,023,400		$	658,229		$	(2,978,000	)	$	2,215,510
Investing activities	(3,274,566		)	(261,330		)	(175,565		)	127,000			(3,584,461		)
Financing activities	(1,502,151		)	(2,777,661		)	(229,931		)	2,851,000			(1,658,743		)
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 13-Week Period Ended Oct. 1, 2016
	Sysco			U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	151,435		$	55,491		$	47,016		$	253,942
Investing activities	(3,095,842		)	(48,677		)	96,064			(3,048,455		)
Financing activities	(301,193		)	(8,894		)	(84,840		)	(394,927		)
Effect of exchange rates on cash	—			—			30,038			30,038
Net increase (decrease) in cash and cash equivalents	(3,245,600		)	(2,080		)	88,278			(3,159,402		)
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	$	130,812		$	32,299		$	596,787		$	759,898