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. All subsequent issuances of senior notes and debentures have also been guaranteed by these subsidiaries. As of March 31, 2018, Sysco had a total of $8.3 billion in senior notes and debentures 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
	Mar. 31, 2018
	Sysco		Certain U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	273,948	$	4,093,321	$	4,348,602	$	—		$	8,715,871
Intercompany receivables	3,344,142		590,025		—		(3,934,167		)	—
Investment in subsidiaries	7,771,987		—		—		(7,771,987		)	—
Plant and equipment, net	263,472		2,047,608		2,081,078		—			4,392,158
Other assets	891,242		553,270		4,761,664		(685,063		)	5,521,113
Total assets	$	12,544,791	$	7,284,224	$	11,191,344	$	(12,391,217	)	$	18,629,142
Current liabilities	$	623,141	$	3,704,927	$	1,718,131	$	—		$	6,046,199
Intercompany payables	—		—		3,934,167		(3,934,167		)	—
Long-term debt	8,761,475		6,429		67,252		—			8,835,156
Other liabilities	808,962		531,480		705,286		(685,063		)	1,360,665
Noncontrolling interest	—		—		35,909		—			35,909
Shareholders’ equity	2,351,213		3,041,388		4,730,599		(7,771,987		)	2,351,213
Total liabilities and shareholders’ equity	$	12,544,791	$	7,284,224	$	11,191,344	$	(12,391,217	)	$	18,629,142



	Condensed Consolidating Balance Sheet
	Jul. 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
	Apr. 1, 2017
	Sysco		Certain U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	171,879	$	4,289,786	$	3,863,896	$	—		$	8,325,561
Intercompany receivables	2,099,954		338,394		—		(2,438,348		)	—
Investment in subsidiaries	8,694,281		—		—		(8,694,281		)	—
Plant and equipment, net	323,763		2,001,203		1,946,741		—			4,271,707
Other assets	398,433		570,205		4,354,994		—			5,323,632
Total assets	$	11,688,310	$	7,199,588	$	10,165,631	$	(11,132,629	)	$	17,920,900
Current liabilities	$	308,591	$	2,488,727	$	2,932,492	$	—		$	5,729,810
Intercompany payables	—		—		2,438,348		(2,438,348		)	—
Long-term debt	7,943,640		6,407		76,570		—			8,026,617
Other liabilities	1,105,551		144,031		504,119		—			1,753,701
Noncontrolling interest	—		—		80,244		—			80,244
Shareholders’ equity	2,330,528		4,560,423		4,133,858		(8,694,281		)	2,330,528
Total liabilities and shareholders’ equity	$	11,688,310	$	7,199,588	$	10,165,631	$	(11,132,629	)	$	17,920,900



	Condensed Consolidating Statement of Comprehensive Income
	For the 13-Week Period Ended Mar. 31, 2018
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	8,762,013		$	6,078,876		$	(491,385	)	$	14,349,504
Cost of sales	—			7,105,014			5,060,247			(491,385		)	11,673,876
Gross profit	—			1,656,999			1,018,629			—			2,675,628
Operating expenses	187,360			1,004,057			998,278			—			2,189,695
Operating income (loss)	(187,360		)	652,942			20,351			—			485,933
Interest expense (income) ⁽¹⁾	160,333			(28,742		)	4,554			—			136,145
Other expense (income), net	(3,652		)	(593		)	(10,851		)	—			(15,096		)
Earnings (losses) before income taxes	(344,041		)	682,277			26,648			—			364,884
Income tax (benefit) provision	(117,286		)	151,090			995			—			34,799
Equity in earnings of subsidiaries	556,840			—			—			(556,840		)	—
Net earnings	330,085			531,187			25,653			(556,840		)	330,085
Other comprehensive income (loss)	40,544			—			72,010			(72,010		)	40,544
Comprehensive income	$	370,629		$	531,187		$	97,663		$	(628,850	)	$	370,629


⁽¹⁾	Interest expense (income) includes $28.7 million of intercompany interest income, net, for certain of the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation for the third quarter ended March 31, 2018. 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 Apr. 1, 2017
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	8,412,869		$	6,070,555		$	(959,252	)	$	13,524,172
Cost of sales	—			6,800,302			5,148,987			(959,252		)	10,990,037
Gross profit	—			1,612,567			921,568			—			2,534,135
Operating expenses	255,394			957,521			885,258			—			2,098,173
Operating income (loss)	(255,394		)	655,046			36,310			—			435,962
Interest expense (income) ⁽¹⁾	112,779			(36,434		)	4,659			—			81,004
Other expense (income), net	(3,484		)	(930		)	(401		)	—			(4,815		)
Earnings (losses) before income taxes	(364,689		)	692,410			32,052			—			359,773
Income tax (benefit) provision	(173,169		)	297,542			(2,878		)	—			121,495
Equity in earnings of subsidiaries	429,798			—			—			(429,798		)	—
Net earnings	238,278			394,868			34,930			(429,798		)	238,278
Other comprehensive income (loss)	77,159			—			89,799			(89,799		)	77,159
Comprehensive income	$	315,437		$	394,868		$	124,729		$	(519,597	)	$	315,437


⁽¹⁾	Interest expense (income) includes $36.4 million of intercompany interest income, net, for certain of the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation for the third quarter ended April 1, 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 39-Week Period Ended Mar. 31, 2018
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	26,537,840		$	18,368,427		$	(1,494,849	)	$	43,411,418
Cost of sales	—			21,482,727			15,254,858			(1,494,849		)	35,242,736
Gross profit	—			5,055,113			3,113,569			—			8,168,682
Operating expenses	584,024			3,006,064			2,937,287			—			6,527,375
Operating income (loss)	(584,024		)	2,049,049			176,282			—			1,641,307
Interest expense (income) ⁽¹⁾	368,099			(80,048		)	14,964			—			303,015
Other expense (income), net	(12,297		)	(2,152		)	(10,327		)	—			(24,776		)
Earnings (losses) before income taxes	(939,826		)	2,131,249			171,645			—			1,363,068
Income tax (benefit) provision	(333,562		)	663,476			51,316			—			381,230
Equity in earnings of subsidiaries	1,588,102			—			—			(1,588,102		)	—
Net earnings	981,838			1,467,773			120,329			(1,588,102		)	981,838
Other comprehensive income (loss)	187,253			—			212,594			(212,594		)	187,253
Comprehensive income	$	1,169,091		$	1,467,773		$	332,923		$	(1,800,696	)	$	1,169,091


⁽¹⁾	Interest expense (income) includes $80.0 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 39-Week Period Ended Apr. 1, 2017
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	25,387,148		$	18,945,045		$	(3,382,099	)	$	40,950,094
Cost of sales	—			20,489,657			16,044,619			(3,382,099		)	33,152,177
Gross profit	—			4,897,491			2,900,426			—			7,797,917
Operating expenses	712,590			2,896,789			2,693,326			—			6,302,705
Operating income (loss)	(712,590		)	2,000,702			207,100			—			1,495,212
Interest expense (income) ⁽¹⁾	303,885			(91,254		)	14,227			—			226,858
Other expense (income), net	(23,670		)	(1,900		)	11,219			—			(14,351		)
Earnings (losses) before income taxes	(992,805		)	2,093,856			181,654			—			1,282,705
Income tax (benefit) provision	(393,588		)	789,341			49,620			—			445,373
Equity in earnings of subsidiaries	1,436,549			—			—			(1,436,549		)	—
Net earnings	837,332			1,304,515			132,034			(1,436,549		)	837,332
Other comprehensive income (loss)	(147,319		)	—			(189,884		)	189,884			(147,319		)
Comprehensive income	$	690,013		$	1,304,515		$	(57,850	)	$	(1,246,665	)	$	690,013


⁽¹⁾	Interest expense (income) includes $91.3 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 Cash Flows
	For the 39-Week Period Ended Mar. 31, 2018
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	336,774		$	328,096		$	459,317		$	—		$	1,124,187
Investing activities	(122,204		)	(235,164		)	(349,564		)	147,622			(559,310		)
Financing activities	(227,327		)	(5,609		)	(31,441		)	(147,622		)	(411,999		)
Effect of exchange rates on cash	—			—			24,745			—			24,745
Net increase (decrease) in cash, cash equivalents and restricted cash	(12,757		)	87,323			103,057			—			177,623
Cash, cash equivalents and restricted cash at the beginning of period	111,576			18,788			739,138			—			869,502
Cash, cash equivalents and restricted cash at the end of period	$	98,819		$	106,111		$	842,195		$	—		$	1,047,125



	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 39-Week Period Ended Apr. 1, 2017
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	523,779		$	239,521		$	319,124		$	1,082,424
Investing activities	(3,144,600		)	(142,438		)	(18,108		)	(3,305,146		)
Financing activities	(643,625		)	(50,962		)	(70,025		)	(764,612		)
Effect of exchange rates on cash	—			—			(76,833		)	(76,833		)
Net increase (decrease) in cash and cash equivalents	(3,264,446		)	46,121			154,158			(3,064,167		)
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	$	111,966		$	80,500		$	662,667		$	855,133