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 June 30, 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 Consolidated Balance Sheet
	Jun. 30, 2018
	Sysco		Certain U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	157,994	$	4,018,444	$	3,827,015	$	—		$	8,003,453
Intercompany receivables	6,621,438		270,748		5,793,352		(12,685,538		)	—
Investment in subsidiaries	4,896,004		—		983,625		(5,879,629		)	—
Plant and equipment, net	278,855		2,181,576		2,061,229		—			4,521,660
Other assets	788,473		611,004		4,593,537		(447,723		)	5,545,291
Total assets	$	12,742,764	$	7,081,772	$	17,258,758	$	(19,012,890	)	$	18,070,404
Current liabilities	$	1,233,541	$	886,305	$	4,468,900	$	—		$	6,588,746
Intercompany payables	882,487		3,798,134		8,004,917		(12,685,538		)	—
Long-term debt	7,470,334		8,285		62,146		—			7,540,765
Other liabilities	649,445		508,387		686,178		(447,723		)	1,396,287
Noncontrolling interest	—		—		37,649		—			37,649
Shareholders’ equity	2,506,957		1,880,661		3,998,968		(5,879,629		)	2,506,957
Total liabilities and shareholders’ equity	$	12,742,764	$	7,081,772	$	17,258,758	$	(19,012,890	)	$	18,070,404



	Condensed Consolidated 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 Consolidated Statement of Comprehensive Income
	For the 52-Week Period Ended Jun. 30, 2018
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	35,963,053		$	24,784,842		$	(2,020,571	)	$	58,727,324
Cost of sales	—			29,102,278			20,560,226			(2,020,571		)	47,641,933
Gross profit	—			6,860,775			4,224,616			—			11,085,391
Operating expenses	783,834			4,012,391			3,960,192			—			8,756,417
Operating income (loss)	(783,834		)	2,848,384			264,424			—			2,328,974
Interest expense (income) ⁽¹⁾	294,401			(110,715		)	211,797			—			395,483
Other expense (income), net	(19,135		)	(2,556		)	(1,042		)	—			(22,733		)
Earnings (losses) before income taxes	(1,059,100		)	2,961,655			53,669			—			1,956,224
Income tax (benefit) provision	(135,385		)	655,824			5,019			—			525,458
Equity in earnings of subsidiaries	2,354,481			—			—			(2,354,481		)	—
Net earnings	1,430,766			2,305,831			48,650			(2,354,481		)	1,430,766
Other comprehensive income (loss)	89,913			—			(22,987		)	22,987			89,913
Comprehensive income	$	1,520,679		$	2,305,831		$	25,663		$	(2,331,494	)	$	1,520,679


⁽¹⁾	Interest expense (income) includes $110.7 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 Consolidated 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 $122.0 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 Consolidated Statement of Comprehensive Income
	For the 53-Week Period Ended 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) ⁽¹⁾	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		)	—			(52,306		)	52,306			(434,921		)
Comprehensive income	$	514,701		$	1,814,120		$	46,973		$	(1,861,093	)	$	514,701


⁽¹⁾	Interest expense (income) includes $145.9 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 Consolidated Cash Flows
	For the 52-Week Period Ended Jun. 30, 2018
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Elimination ⁽¹⁾			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	1,055,228		$	2,548,139		$	799,062		$	(2,243,797	)	$	2,158,632
Investing activities	55,612			(439,178		)	(503,745		)	(26,354		)	(913,665		)
Financing activities	(1,193,272		)	(2,015,906		)	(471,442		)	2,270,151			(1,410,469		)
Effect of exchange rates on cash	—			—			11,844			—			11,844
Net increase (decrease) in cash, cash equivalents and restricted cash	(82,432		)	93,055			(164,281		)	—			(153,658		)
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	$	29,144		$	111,843		$	574,857		$	—		$	715,844


⁽¹⁾	Represents primarily inter-company dividends paid from the subsidiaries to the parent, Sysco Corporation, partially offset by intercompany loans issued.



	Condensed Consolidated Cash Flows
	For the 52-Week Period Ended Jul. 1, 2017
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Elimination ⁽¹⁾			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	1,535,725		$	3,023,400		$	658,229		$	(2,978,000	)	$	2,239,354
Investing activities	(3,274,566		)	(261,330		)	(175,565		)	127,000			(3,584,461		)
Financing activities	(1,525,995		)	(2,777,661		)	(229,931		)	2,851,000			(1,682,587		)
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 Consolidated Cash Flows
	For the 53-Week Period Ended Jul. 2, 2016
	Sysco			Certain U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Elimination ⁽¹⁾			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	1,045,900		$	4,101,840		$	767,607		$	(3,927,000	)	$	1,988,347
Investing activities	(145,444		)	(212,270		)	(411,388		)	—			(769,102		)
Financing activities	(2,540,649		)	(3,881,879		)	35,592			3,927,000			(2,459,936		)
Effect of exchange rates on cash	—			—			(138,327		)	—			(138,327		)
Intercompany activity	—			—			—			—			—
Net increase (decrease) in cash and cash equivalents	(1,640,193		)	7,691			253,484			—			(1,379,018		)
Cash and cash equivalents at the beginning of period	5,016,605			26,688			255,025			—			5,298,318
Cash and cash equivalents at the end of period	$	3,376,412		$	34,379		$	508,509		$	—		$	3,919,300


⁽¹⁾	Represents primarily inter-company dividends paid from the subsidiaries to the parent, Sysco Corporation.