Equibles

10-Q

SYSCO CORP (SYY)

10-Q 2022-11-02 For: 2022-10-01
View Original
Added on April 08, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

Form 10-Q

(Mark One)
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 1, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-6544

________________

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Sysco Corporation

(Exact name of registrant as specified in its charter)

Delaware 74-1648137
(State or other jurisdiction of incorporation or organization) (IRS employer identification number)

1390 Enclave Parkway, Houston, Texas 77077-2099

(Address of principal executive offices and zip code)

Registrant’s Telephone Number, Including Area Code:

(281) 584-1390

Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading SymbolName of each exchange on which registeredCommon stock, $1.00 Par ValueSYYNew York Stock Exchange1.25% Notes due June 2023SYY 23New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☑ Accelerated Filer ☐
Non-accelerated Filer ☐ Smaller Reporting Company ☐
(Do not check if a smaller reporting company) Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐    No þ

506,767,526 shares of common stock were outstanding as of October 14, 2022.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION Page No.
Item 1. Financial Statements 1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21
Item 3. Quantitative and Qualitative Disclosures about Market Risk 40
Item 4. Controls and Procedures 40
PART II – OTHER INFORMATION
Item 1. Legal Proceedings 41
Item 1A. Risk Factors 41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 41
Item 3. Defaults Upon Senior Securities 41
Item 4. Mine Safety Disclosures 41
Item 5. Other Information 42
Item 6. Exhibits 42
Signatures 45

Item 1. Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED BALANCE SHEETS

(In thousands, except for share data)

Oct. 1, 2022 Jul. 2, 2022
(unaudited)
ASSETS
Current assets
Cash and cash equivalents $ 437,670 $ 867,086
Accounts receivable, less allowances of $74,002 and $70,790 5,336,857 4,838,912
Inventories 4,682,609 4,437,498
Prepaid expenses and other current assets 310,131 303,789
Income tax receivable — 35,934
Total current assets 10,767,267 10,483,219
Plant and equipment at cost, less accumulated depreciation 4,462,608 4,456,420
Other long-term assets
Goodwill 4,434,476 4,542,315
Intangibles, less amortization 906,385 952,683
Deferred income taxes 382,778 377,604
Operating lease right-of-use assets, net 704,664 723,297
Other assets 552,765 550,150
Total other long-term assets 6,981,068 7,146,049
Total assets $ 22,210,943 $ 22,085,688
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable $ 6,018,227 $ 5,752,958
Accrued expenses 2,177,793 2,270,753
Accrued income taxes 113,388 40,042
Current operating lease liabilities 94,027 105,690
Current maturities of long-term debt 555,829 580,611
Total current liabilities 8,959,264 8,750,054
Long-term liabilities
Long-term debt 10,263,331 10,066,931
Deferred income taxes 241,748 250,171
Long-term operating lease liabilities 628,861 636,417
Other long-term liabilities 971,190 967,907
Total long-term liabilities 12,105,130 11,921,426
Noncontrolling interest 31,208 31,948
Shareholders’ equity
Preferred stock, par value $1 per share Authorized 1,500,000 shares, issued none — —
Common stock, par value $1 per share Authorized 2,000,000,000 shares, issued 765,174,900 shares 765,175 765,175
Paid-in capital 1,754,409 1,766,305
Retained earnings 10,757,136 10,539,722
Accumulated other comprehensive loss (1,711,325) (1,482,054)
Treasury stock at cost, 258,414,989 and 256,531,543 shares (10,450,054) (10,206,888)
Total shareholders’ equity 1,115,341 1,382,260
Total liabilities and shareholders’ equity $ 22,210,943 $ 22,085,688

Note: The July 2, 2022 balance sheet has been derived from the audited financial statements at that date.

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED RESULTS OF OPERATIONS (Unaudited)

(In thousands, except for share and per share data)

13-Week Period Ended
Oct. 1, 2022 Oct. 2, 2021
Sales $ 19,126,830 $ 16,456,546
Cost of sales 15,637,975 13,484,838
Gross profit 3,488,855 2,971,708
Operating expenses 2,754,522 2,340,026
Operating income 734,333 631,682
Interest expense 124,150 128,214
Other expense (income), net 15,281 (3,252)
Earnings before income taxes 594,902 506,720
Income taxes 129,334 128,707
Net earnings $ 465,568 $ 378,013
Net earnings:
Basic earnings per share $ 0.92 $ 0.74
Diluted earnings per share 0.91 0.73
Average shares outstanding 507,578,576 512,516,067
Diluted shares outstanding 510,383,149 515,782,928

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(In thousands)

13-Week Period Ended
Oct. 1, 2022 Oct. 2, 2021
Net earnings $ 465,568 $ 378,013
Other comprehensive (loss) income:
Foreign currency translation adjustment (232,182) (87,194)
Items presented net of tax:
Amortization of cash flow hedges 2,155 2,155
Change in net investment hedges 23,509 10,165
Change in cash flow hedges (26,390) (429)
Amortization of prior service cost 74 74
Amortization of actuarial loss 6,891 6,367
Change in marketable securities (3,328) (311)
Total other comprehensive loss (229,271) (69,173)
Comprehensive income $ 236,297 $ 308,840

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY (Unaudited)

(In thousands, except for share data)

Accumulated<br>Other Comprehensive<br>Loss
Paid-in<br>Capital Retained<br>Earnings Treasury Stock
Amount Shares Amounts Totals
Balance as of July 2, 2022 $ 765,175 $ 1,766,305 $ 10,539,722 $ (1,482,054) 256,531,543 $ (10,206,888) $ 1,382,260
Net earnings 465,568 465,568
Foreign currency translation adjustment (232,182) (232,182)
Amortization of cash flow hedges, net of tax 2,155 2,155
Change in cash flow hedges, net of tax (26,390) (26,390)
Change in net investment hedges, net of tax 23,509 23,509
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax 6,965 6,965
Change in marketable securities, net of tax (3,328) (3,328)
Dividends declared (0.49 per common share) (248,154) (248,154)
Treasury stock purchases 3,099,268 (267,727) (267,727)
Share-based compensation awards (11,896) (1,215,822) 24,561 12,665
Balance as of October 1, 2022 $ 765,175 $ 1,754,409 $ 10,757,136 $ (1,711,325) 258,414,989 $ (10,450,054) $ 1,115,341
Accumulated<br>Other Comprehensive<br>Loss
Paid-in<br>Capital Retained<br>Earnings Treasury Stock
Amount Shares Amounts Totals
Balance as of July 3, 2021 $ 765,175 $ 1,619,995 $ 10,151,706 $ (1,148,764) 253,342,595 $ (9,835,216) $ 1,552,896
Net earnings 378,013 378,013
Foreign currency translation adjustment (87,194) (87,194)
Amortization of cash flow hedges, net of tax 2,155 2,155
Change in cash flow hedges, net of tax (429) (429)
Change in net investment hedges, net of tax 10,165 10,165
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax 6,441 6,441
Change in marketable securities, net of tax (311) (311)
Dividends declared (0.47 per common share) (241,428) (241,428)
Share-based compensation awards 35,115 (517,515) 17,869 52,984
Balance as of October 2, 2021 $ 765,175 $ 1,655,110 $ 10,288,291 $ (1,217,937) 252,825,080 $ (9,817,347) $ 1,673,292

All values are in US Dollars.

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED CASH FLOWS (Unaudited)

(In thousands)

13-Week Period Ended
Oct. 1, 2022 Oct. 2, 2021
Cash flows from operating activities:
Net earnings $ 465,568 $ 378,013
Adjustments to reconcile net earnings to cash provided by operating activities:
Share-based compensation expense 27,224 29,313
Depreciation and amortization 188,924 186,466
Operating lease asset amortization 27,542 28,221
Amortization of debt issuance and other debt-related costs 5,435 5,577
Deferred income taxes (31,226) (30,452)
Provision for losses on receivables 3,865 2,097
Other non-cash items 5,011 (201)
Additional changes in certain assets and liabilities, net of effect of businesses acquired:
Increase in receivables (576,585) (478,671)
Increase in inventories (283,252) (294,517)
Increase in prepaid expenses and other current assets (28,372) (12,528)
Increase in accounts payable 288,517 329,523
Decrease in accrued expenses (10,893) (103,483)
Decrease in operating lease liabilities (33,319) (34,146)
Increase in accrued income taxes 109,280 69,256
Decrease (increase) in other assets 17,627 (9,345)
(Decrease) increase in other long-term liabilities (16,740) 45,689
Net cash provided by operating activities 158,606 110,812
Cash flows from investing activities:
Additions to plant and equipment (167,260) (85,019)
Proceeds from sales of plant and equipment 22,448 5,627
Acquisition of businesses, net of cash acquired (32,651) (714,010)
Purchase of marketable securities (3,296) (9,925)
Proceeds from sales of marketable securities 2,650 8,700
Other investing activities 3,274 6,022
Net cash used for investing activities (174,835) (788,605)
Cash flows from financing activities:
Bank and commercial paper borrowings, net 97,000 —
Other debt borrowings including senior notes 59,063 3
Other debt repayments including senior notes (18,104) (10,051)
Proceeds from stock option exercises 24,561 17,881
Stock repurchases (267,727) —
Dividends paid (249,294) (240,561)
Other financing activities (45,851) (5,003)
Net cash used for financing activities (400,352) (237,731)
Effect of exchange rates on cash, cash equivalents and restricted cash (11,369) (9,355)
Net decrease in cash, cash equivalents and restricted cash (427,950) (924,879)
Cash, cash equivalents and restricted cash at beginning of period 931,376 3,037,100
Cash, cash equivalents and restricted cash at end of period $ 503,426 $ 2,112,221
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 84,010 $ 225,031
Income taxes, net of refunds 47,985 76,712

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Sysco,” or “the company” as used in this Form 10-Q refer to Sysco Corporation together with its consolidated subsidiaries and divisions.

1.  BASIS OF PRESENTATION

The consolidated financial statements have been prepared by the company, without audit. The financial statements include consolidated balance sheets, consolidated results of operations, consolidated statements of comprehensive income (loss), changes in consolidated shareholders’ equity and consolidated cash flows. In the opinion of management, all adjustments, which consist of normal recurring adjustments, except as otherwise disclosed, necessary to present fairly the financial position, results of operations, comprehensive income (loss), cash flows and changes in shareholders’ equity for all periods presented have been made.

These financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended July 2, 2022. Certain footnote disclosures included in annual financial statements prepared in accordance with generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to applicable rules and regulations for interim financial statements.

Supplemental Cash Flow Information

The following table sets forth the company’s reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the amounts shown in the consolidated statement of cash flows:

Oct. 1, 2022 Oct. 2, 2021
(In thousands)
Cash and cash equivalents $ 437,670 $ 2,067,873
Restricted cash (1) 65,756 44,348
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows $ 503,426 $ 2,112,221 (1) Restricted cash primarily represents cash and cash equivalents of Sysco’s wholly owned captive insurance subsidiary, restricted for use to secure the insurer’s obligations for workers’ compensation, general liability and auto liability programs. Restricted cash is located within other assets in each consolidated balance sheet.
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2. NEW ACCOUNTING STANDARDS

Liabilities – Supplier Financing Programs

In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-04, Liabilities—Supplier Finance Programs, Subtopic 405-50, that requires entities to disclose in the annual financial statements the key terms of supplier finance programs they use in connection with the purchase of goods and services, along with information about their obligations under these programs, including a rollforward of those obligations. Additionally, the guidance requires disclosure of the outstanding amount of the obligations as of the end of each interim period. The guidance does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations.

The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2022, which is the first quarter of fiscal 2024 for Sysco, except for the rollforward requirement, which is effective annually for fiscal years beginning after December 15, 2023, which is fiscal year 2025 for Sysco. Early adoption is permitted.

The guidance requires retrospective application to all periods in which a balance sheet is presented, except for the rollforward requirement, which will be applied prospectively. The company is currently reviewing the provisions of the new standard.

3. REVENUE

The company recognizes revenues when its performance obligations are satisfied in an amount that reflects the consideration Sysco expects to be entitled to receive in exchange for those goods and services. Customer receivables, which are included in accounts receivable, less allowances in the consolidated balance sheet, were $4.9 billion and $4.6 billion as of October 1, 2022 and July 2, 2022, respectively.

Sysco has certain customer contracts in which upfront monies are paid to its customers. These payments have become industry practice and are not related to financing of the customer’s business. They are not associated with any distinct good or service to be received from the customer and, therefore, are treated as a reduction of transaction prices. All upfront payments are capitalized in other assets and amortized over the life of the contract or the expected life of the relationship with the customer. As of October 1, 2022, Sysco’s contract assets were not significant. Sysco has no significant commissions paid that are directly attributable to obtaining a particular contract.

The following tables present our sales disaggregated by reportable segment and sales mix for the company’s principal product categories for the periods presented:

13-Week Period Ended Oct. 1, 2022
US Foodservice Operations International Foodservice Operations SYGMA Other Total
(In thousands)
Principal Product Categories
Canned and dry products $ 2,577,255 $ 691,374 $ 236,168 $ 2,068 $ 3,506,865
Fresh and frozen meats 2,465,450 453,364 463,440 — 3,382,254
Frozen fruits, vegetables, bakery and other 1,843,464 580,032 309,197 149 2,732,842
Poultry 1,574,251 292,849 277,464 — 2,144,564
Dairy products 1,525,483 366,847 164,648 — 2,056,978
Fresh produce 1,337,919 254,737 65,244 — 1,657,900
Paper and disposables 1,022,904 144,068 209,358 15,056 1,391,386
Seafood 638,405 121,201 40,124 — 799,730
Beverage products 315,619 136,475 138,169 24,657 614,920
Other (1) 301,732 242,788 29,645 265,226 839,391
Total Sales $ 13,602,482 $ 3,283,735 $ 1,933,457 $ 307,156 $ 19,126,830 (1) Other sales relate to non-food products, including textiles and amenities for our hotel supply business, equipment, and other janitorial products, medical supplies and smallwares.
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13-Week Period Ended Oct. 2, 2021
--- --- --- --- --- --- --- --- --- --- ---
US Foodservice Operations International Foodservice Operations SYGMA Other Total
(In thousands)
Principal Product Categories
Fresh and frozen meats $ 2,444,461 $ 417,171 $ 474,656 $ — $ 3,336,288
Canned and dry products 2,076,779 581,895 137,597 — 2,796,271
Frozen fruits, vegetables, bakery and other 1,501,293 518,255 273,148 — 2,292,696
Poultry 1,351,200 241,202 229,357 — 1,821,759
Dairy products 1,101,423 305,112 140,224 — 1,546,759
Fresh produce 986,998 218,963 66,563 — 1,272,524
Paper and disposables 911,350 119,740 188,243 15,499 1,234,832
Seafood 693,013 121,465 33,224 — 847,702
Beverage products 256,385 117,220 137,515 22,089 533,209
Other (1) 280,061 254,224 23,506 216,715 774,506
Total Sales $ 11,602,963 $ 2,895,247 $ 1,704,033 $ 254,303 $ 16,456,546 (1) Other sales relate to non-food products, including textiles and amenities for our hotel supply business, equipment, and other janitorial products, medical supplies and smallwares.
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4.  ACQUISITIONS

During the first 13 weeks of fiscal 2023, the company paid cash of $32.7 million for acquisitions. These acquisitions did not have a material effect on the company’s operating results, cash flows or financial position. Certain acquisitions involve contingent consideration that may include earnout agreements that are typically payable over periods of up to three years in the event that certain operating results are achieved. As of October 1, 2022, aggregate contingent consideration outstanding was $93.0 million, of which $89.0 million was recorded as earnout liabilities. Earnout liabilities are all measured using unobservable inputs that are considered a Level 3 fair value measurement.

Greco and Sons

On August 12, 2021, Sysco consummated its acquisition of Greco and Sons (Greco), a leading independent Italian specialty distributor in the United States, operating out of 10 distribution centers and servicing 22 geographies nationwide. Greco imports and distributes a full line of food and non-food products and manufactures specialty meat products. The acquisition also includes Bellissimo Foods Company, which distributes a broad selection of Italian and Mediterranean ingredients, including a proprietary branded line of products that are sold exclusively through the Bellissimo Foods Company distribution network, serving independent pizza and Italian restaurants. The purpose of the acquisition was to strengthen Sysco’s business within the Italian foodservice sector.

During the first quarter of fiscal 2023, the company completed the determination of fair value of the assets acquired and liabilities assumed. The company recorded certain measurement period adjustments during each quarter of fiscal 2022 and fiscal 2023, none of which were individually or in aggregate material to the company’s financial statements.

5.  FAIR VALUE MEASUREMENTS

Sysco’s policy is to invest in only high-quality investments. The fair value of the company’s cash deposits and money market funds included in cash equivalents are valued using inputs that are considered a Level 1 measurement. Other cash equivalents, such as time deposits and highly liquid instruments with original maturities of three months or less, are valued using inputs that are considered a Level 2 measurement. The fair value of the company’s marketable securities are all measured using inputs that are considered a Level 2 measurement, as they rely on quoted prices in markets that are not actively traded or observable inputs over the full term of the asset. The location and the fair value of the company’s marketable securities in the consolidated balance sheet are disclosed in Note 6, “Marketable Securities.” The fair value of the company’s derivative instruments are all measured using inputs that are considered a Level 2 measurement, as they are not actively traded and are valued using pricing models that use observable market quotations. The location and the fair value of derivative assets and liabilities designated as hedges in the consolidated balance sheet are disclosed in Note 7, “Derivative Financial Instruments.”

The following tables present the company’s assets measured at fair value on a recurring basis as of October 1, 2022 and July 2, 2022:

Assets Measured at Fair Value as of Oct. 1, 2022
Level 1 Level 2 Level 3 Total
(In thousands)
Assets:
Cash equivalents
Cash and cash equivalents $ 183,816 $ 5,008 $ — $ 188,824
Other assets (1) 65,756 — — 65,756
Total assets at fair value $ 249,572 $ 5,008 $ — $ 254,580 (1) Represents restricted cash balance recorded within other assets in the consolidated balance sheet.
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Assets Measured at Fair Value as of Jul. 2, 2022
--- --- --- --- --- --- --- --- ---
Level 1 Level 2 Level 3 Total
(In thousands)
Assets:
Cash equivalents
Cash and cash equivalents $ 625,281 $ 10,007 $ — $ 635,288
Other assets (1) 64,290 — — 64,290
Total assets at fair value $ 689,571 $ 10,007 $ — $ 699,578 (1) Represents restricted cash balance recorded within other assets in the consolidated balance sheet.
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The carrying values of accounts receivable and accounts payable approximated their respective fair values due to their short-term maturities. The fair value of Sysco’s total debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the company for new debt with the same maturities as existing debt, and is considered a Level 2 measurement. The fair value of total debt was approximately $10.2 billion as of October 1, 2022 and $10.5 billion as of July 2, 2022, while the carrying value was $10.8 billion as of October 1, 2022 and $10.6 billion as of July 2, 2022.

6. MARKETABLE SECURITIES

Sysco invests a portion of the assets held by its wholly owned captive insurance subsidiary in a restricted investment portfolio of marketable fixed income securities, which have been classified and accounted for as available-for-sale. The company includes fixed income securities maturing in less than twelve months within prepaid expenses and other current assets and includes fixed income securities maturing in more than twelve months within other assets in the accompanying consolidated balance sheets. The company records the amounts at fair market value, which is determined using quoted market prices at the end of the reporting period.

Unrealized gains and any portion of a security’s unrealized loss attributable to non-credit losses are recorded in accumulated other comprehensive loss. There were no significant credit losses recognized in the first 13 weeks of fiscal 2023. The following table presents the company’s available-for-sale marketable securities as of October 1, 2022 and July 2, 2022:

Oct. 1, 2022
Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-Term Marketable Securities Long-Term Marketable Securities
(In thousands)
Fixed income securities:
Corporate bonds $ 96,457 $ — $ (8,615) $ 87,842 $ 5,955 $ 81,887
Government bonds 29,997 — (1,885) 28,112 — 28,112
Total marketable securities $ 126,454 $ — $ (10,500) $ 115,954 $ 5,955 $ 109,999
Jul. 2, 2022
Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-Term Marketable Securities Long-Term Marketable Securities
(In thousands)
Fixed income securities:
Corporate bonds $ 96,167 $ 8 $ (5,995) $ 90,180 $ 5,983 $ 84,197
Government bonds 30,070 — (302) 29,768 — 29,768
Total marketable securities $ 126,237 $ 8 $ (6,297) $ 119,948 $ 5,983 $ 113,965

As of October 1, 2022, the balance of available-for-sale securities by contractual maturity is shown in the following table. Within the table, maturities of fixed income securities have been allocated based upon timing of estimated cash flows. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.

Oct. 1, 2022
(In thousands)
Due in one year or less $ 5,955
Due after one year through five years 71,062
Due after five years through ten years 38,937
Total $ 115,954

There were no significant realized gains or losses in marketable securities in the first 13 weeks of fiscal 2023.

7. DERIVATIVE FINANCIAL INSTRUMENTS

Sysco uses derivative financial instruments to enact hedging strategies for risk mitigation purposes; however, the company does not use derivative financial instruments for trading or speculative purposes. Hedging strategies are used to manage interest rate risk, foreign currency risk and fuel price risk.

Hedging of interest rate risk

Sysco manages its debt portfolio with interest rate swaps from time to time to achieve an overall desired position of fixed and floating rates.

Hedging of foreign currency risk

The company uses euro-bond denominated debt to hedge the foreign currency exposure of our net investment in certain foreign operations. Additionally, Sysco’s operations in Europe have inventory purchases denominated in currencies other than their functional currency, such as the euro, U.S. dollar, British pound sterling, Polish zloty and Danish krone. These inventory purchases give rise to foreign currency exposure between the functional currency of each entity and these currencies. The company enters into foreign currency forward swap contracts to sell the applicable entity’s functional currency and buy currencies matching the inventory purchase, which operate as cash flow hedges of the company’s foreign currency-denominated inventory purchases.

Hedging of fuel price risk

Sysco uses fuel commodity swap contracts to hedge against the risk of the change in the price of diesel on anticipated future purchases. These swaps have been designated as cash flow hedges.

None of the company’s hedging instruments contain credit-risk-related contingent features. Details of outstanding hedging instruments as of October 1, 2022 are presented below:

Maturity Date of the Hedging Instrument Currency / Unit of Measure Notional Value
(In millions)
Hedging of interest rate risk
June 2023 Euro 500
Hedging of foreign currency risk
Various (October 2022 to January 2023) Swedish Krona 131
Various (October 2022 to December 2022) British Pound Sterling 10
June 2023 Euro 500
Hedging of fuel risk
Various October 2022 to December 2024) Gallons 59

The location and the fair value of derivative instruments designated as hedges in the consolidated balance sheet as of October 1, 2022 and July 2, 2022 are as follows:

Derivative Fair Value
Balance Sheet location Oct. 1, 2022 Jul. 2, 2022
(In thousands)
Fair Value Hedges:
Interest rate swaps Other current liabilities $ 7,136 $ 2,820
Cash Flow Hedges:
Fuel swaps Other current assets $ 16,188 $ 47,170
Foreign currency forwards Other current assets 945 633
Fuel swaps Other assets 3 —
Fuel swaps Other current liabilities 1,647 —
Fuel swaps Other long-term liabilities 3,844 209

Gains or losses recognized in the consolidated results of operations for cash flow hedging relationships are not significant for each of the periods presented. The location and amount of gains or losses recognized in the consolidated results of operations for fair value hedging relationships for each of the periods, presented on a pretax basis, are as follows:

13-Week Period Ended
Oct. 1, 2022 Oct. 2, 2021
(In thousands)
Total amounts of income and expense line items presented in the consolidated results of operations in which the effects of fair value hedges are recorded $ 124,150 $ 128,214
Gain or (loss) on fair value hedging relationships:
Interest rate swaps:
Hedged items $ 2,376 $ (2,433)
Derivatives designated as hedging instruments (4,759) (8,390)

The gains and losses on the fair value hedging relationships associated with the hedged items as disclosed in the table above consist of the following components for each of the periods presented:

13-Week Period Ended
Oct. 1, 2022 Oct. 2, 2021
(In thousands)
Interest expense $ (1,939) $ (6,526)
Decrease in fair value of debt (4,315) (4,093)
Hedged items $ 2,376 $ (2,433)

The location and effect of cash flow and net investment hedge accounting on the consolidated statements of comprehensive income for the 13-week periods ended October 1, 2022 and October 2, 2021, presented on a pretax basis, are as follows:

13-Week Period Ended Oct. 1, 2022
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
(In thousands) (In thousands)
Derivatives in cash flow hedging relationships:
Fuel swaps $ (36,295) Operating expense $ 12,985
Foreign currency contracts 286 Cost of sales / Other income —
Total $ (36,009) $ 12,985
Derivatives in net investment hedging relationships:
Foreign denominated debt $ 31,346 N/A $ —
Total $ 31,346 $ —
13-Week Period Ended Oct. 2, 2021
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
(In thousands) (In thousands)
Derivatives in cash flow hedging relationships:
Fuel swaps $ (485) Operating expense $ 7,972
Foreign currency contracts (78) Cost of sales / Other income —
Total $ (563) $ 7,972
Derivatives in net investment hedging relationships:
Foreign denominated debt $ 13,553 N/A $ —
Total $ 13,553 $ —

The location and carrying amount of hedged liabilities in the consolidated balance sheet as of October 1, 2022 are as follows:

Oct. 1, 2022
Carrying Amount of Hedged Assets (Liabilities) Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of Hedged Assets (Liabilities)
(In thousands)
Balance sheet location:
Current maturities of long-term debt $ (568,766) $ 7,136

The location and carrying amount of hedged liabilities in the consolidated balance sheet as of July 2, 2022 are as follows:

Jul. 2, 2022
Carrying Amount of Hedged Assets (Liabilities) Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of Hedged Assets (Liabilities)
(In thousands)
Balance sheet location:
Current maturities of long-term debt $ (568,601) $ 2,820

8. DEBT

Sysco has a long-term revolving credit facility that includes aggregate commitments of the lenders thereunder of $3.0 billion, with an option to increase such commitments to $4.0 billion. As of October 1, 2022, there were no borrowings outstanding under this facility.

Sysco has a U.S commercial paper program allowing the company to issue short-term unsecured notes. On September 2, 2022, Sysco entered into an amended and restated commercial paper dealer agreement increasing the issuance allowance from an aggregate amount not to exceed $2.0 billion to an aggregate amount not to exceed $3.0 billion. Any outstanding amounts are classified within long-term debt, as the program is supported by the long-term revolving credit facility. As of October 1, 2022, there were $97.0 million in commercial paper issuances outstanding under this program.

9.  EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:

13-Week Period Ended
Oct. 1, 2022 Oct. 2, 2021
(In thousands, except for share<br>and per share data)
Numerator:
Net earnings $ 465,568 $ 378,013
Denominator:
Weighted-average basic shares outstanding 507,578,576 512,516,067
Dilutive effect of share-based awards 2,804,573 3,266,861
Weighted-average diluted shares outstanding 510,383,149 515,782,928
Basic earnings per share $ 0.92 $ 0.74
Diluted earnings per share $ 0.91 $ 0.73

The number of securities that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 1,393,000 and 1,963,000 for the first quarter of fiscal 2023 and fiscal 2022, respectively.

10.  OTHER COMPREHENSIVE INCOME

Comprehensive income is net earnings plus certain other items that are recorded directly to shareholders’ equity, such as foreign currency translation adjustment, changes in marketable securities, amounts related to certain hedging arrangements and amounts related to pension and other postretirement plans. Comprehensive income was $236.3 million and $308.8 million for the first quarter of fiscal 2023 and fiscal 2022, respectively.

A summary of the components of other comprehensive income (loss) and the related tax effects for each of the periods presented is as follows:

13-Week Period Ended Oct. 1, 2022
Location of <br>Expense (Income) Recognized in <br>Net Earnings Before Tax<br>Amount Tax Net of Tax<br>Amount
(In thousands)
Pension and other postretirement benefit plans:
Reclassification adjustments:
Amortization of prior service cost Other expense, net $ 99 $ 25 $ 74
Amortization of actuarial loss, net Other expense, net 9,186 2,295 6,891
Total reclassification adjustments 9,285 2,320 6,965
Foreign currency translation:
Foreign currency translation adjustment N/A (232,182) — (232,182)
Marketable securities:
Change in marketable securities (1) N/A (4,212) (884) (3,328)
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in cash flow hedge Operating expenses (2) (36,009) (9,619) (26,390)
Change in net investment hedge N/A 31,346 7,837 23,509
Total other comprehensive income before reclassification adjustments (4,663) (1,782) (2,881)
Reclassification adjustments:
Amortization of cash flow hedges Interest expense 2,874 719 2,155
Total other comprehensive income (loss) $ (228,898) $ 373 $ (229,271) (1) Realized gains or losses on marketable securities are presented within other (income) expense, net in the consolidated results of operations; however, there were no significant gains or losses realized in the first quarter of fiscal 2023.
--- ---
(2) Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.
13-Week Period Ended Oct. 2, 2021
--- --- --- --- --- --- --- ---
Location of <br>Expense (Income) Recognized in <br>Net Earnings Before Tax<br>Amount Tax Net of Tax<br>Amount
(In thousands)
Pension and other postretirement benefit plans:
Reclassification adjustments:
Amortization of prior service cost Other expense, net $ 99 $ 25 $ 74
Amortization of actuarial loss, net Other expense, net 8,486 2,119 6,367
Total reclassification adjustments 8,585 2,144 6,441
Foreign currency translation:
Foreign currency translation adjustment N/A (87,194) — (87,194)
Marketable securities:
Change in marketable securities (1) N/A (393) (82) (311)
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in cash flow hedges Operating expenses (2) (563) (134) (429)
Change in net investment hedges N/A 13,553 3,388 10,165
Total other comprehensive income before reclassification adjustments 12,990 3,254 9,736
Reclassification adjustments:
Amortization of cash flow hedges Interest expense 2,874 719 2,155
Total other comprehensive income $ (63,138) $ 6,035 $ (69,173) (1) Realized gains or losses on marketable securities are presented within other (income) expense, net in the consolidated results of operations; however, there were no significant gains or losses realized in the first quarter of fiscal 2022.
--- ---
(2) Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.

The following tables provide a summary of the changes in accumulated other comprehensive (loss) income for the periods presented:

13-Week Period Ended Oct. 1, 2022
Pension and Other Postretirement Benefit Plans,<br>net of tax Foreign Currency Translation Hedging,<br>net of tax Marketable Securities, <br>net of tax Total
(In thousands)
Balance as of Jul. 2, 2022 $ (1,011,335) $ (501,517) $ 35,770 $ (4,972) $ (1,482,054)
Equity adjustment from foreign currency translation — (232,182) — — (232,182)
Amortization of cash flow hedges — — 2,155 — 2,155
Change in net investment hedges — — 23,509 — 23,509
Change in cash flow hedge — — (26,390) — (26,390)
Amortization of unrecognized prior service cost 74 — — — 74
Amortization of unrecognized net actuarial losses 6,891 — — — 6,891
Change in marketable securities — — — (3,328) (3,328)
Balance as of Oct. 1, 2022 $ (1,004,370) $ (733,699) $ 35,044 $ (8,300) $ (1,711,325)
13-Week Period Ended Oct. 2, 2021
--- --- --- --- --- --- --- --- --- --- ---
Pension and Other Postretirement Benefit Plans,<br>net of tax Foreign Currency Translation Hedging,<br>net of tax Marketable Securities Total
(In thousands)
Balance as of Jul. 3, 2021 $ (1,061,991) $ (40,092) $ (51,096) $ 4,415 $ (1,148,764)
Equity adjustment from foreign currency translation — (87,194) — — (87,194)
Amortization of cash flow hedges — — 2,155 — 2,155
Change in net investment hedges — — 10,165 — 10,165
Change in cash flow hedge — — (429) — (429)
Amortization of unrecognized prior service cost 74 — — — 74
Amortization of unrecognized net actuarial losses 6,367 — — — 6,367
Change in marketable securities — — — (311) (311)
Balance as of Oct. 2, 2021 $ (1,055,550) $ (127,286) $ (39,205) $ 4,104 $ (1,217,937)

11.  SHARE-BASED COMPENSATION

Sysco provides compensation benefits to employees under several share-based payment arrangements, including various long-term employee stock incentive plans and the 2015 Employee Stock Purchase Plan (ESPP).

Stock Incentive Plans

In the first 13 weeks of fiscal 2023, options to purchase 882,359 shares were granted to employees. The fair value of each option award is estimated as of the date of grant using a Black-Scholes option pricing model. The weighted average grant-date fair value per option granted during the first 13 weeks of fiscal 2023 was $24.58.

In the first 13 weeks of fiscal 2023, employees were granted 420,627 performance share units (PSUs). Based on the jurisdiction in which the employee resides, some of these PSUs were granted with forfeitable dividend equivalents. The fair value of each PSU award granted with a dividend equivalent is based on the company’s stock price as of the date of grant. For PSUs granted without dividend equivalents, the fair value was reduced by the present value of expected dividends during the vesting period. The weighted average grant-date fair value per PSU granted during the first 13 weeks of fiscal 2023 was $85.43.

The PSUs will convert into shares of Sysco common stock at the end of the three-year performance period based on actual performance targets achieved, as well as the market-based return of Sysco’s common stock relative to that of each company within the S&P 500 index.

In the first 13 weeks of fiscal 2023, employees were granted 172,987 restricted stock units. The weighted average grant-date fair value per restricted stock unit granted during the first 13 weeks of fiscal 2023 was $85.38.

Employee Stock Purchase Plan

Plan participants purchased 326,226 shares of common stock under the ESPP during the first 13 weeks of fiscal 2023. The weighted average fair value per employee stock purchase right issued pursuant to the ESPP was $10.61 during the first 13 weeks of fiscal 2023. The fair value of each stock purchase right is estimated as the difference between the stock price at the date of issuance and the employee purchase price.

All Share-Based Payment Arrangements

The total share-based compensation cost that has been recognized in results of operations was $27.2 million and $29.3 million for the first 13 weeks of fiscal 2023 and fiscal 2022, respectively.

As of October 1, 2022, there was $152.0 million of total unrecognized compensation cost related to share-based compensation arrangements. This cost is expected to be recognized over a weighted-average period of 2.16 years.

12.  INCOME TAXES

Effective Tax Rate

The effective tax rate for the first quarter of fiscal 2023 was 21.74% and was favorably impacted by the excess tax benefits of equity-based compensation, which totaled $8.9 million. The effective tax rate for the first quarter of fiscal 2022 was 25.40%. As compared to the company’s statutory tax rate, the higher effective tax rate for the first quarter of fiscal 2022 was impacted by the increase in our reserve for uncertain tax positions of $12.0 million, partially offset by (1) the favorable impact of corporate owned life insurance policies that total $1.9 million, and (2) the favorable impact of excess tax benefits of equity-based compensation that totaled $1.4 million.

Uncertain Tax Positions

As of October 1, 2022, the gross amount of unrecognized tax benefit and related accrued interest was $32.4 million and $6.6 million, respectively. It is reasonably possible that the amount of the unrecognized tax benefit with respect to certain of the company’s unrecognized tax positions will increase or decrease in the next twelve months. At this time, an estimate of the range of the reasonably possible change cannot be made.

Other

The determination of the company’s provision for income taxes requires judgment, the use of estimates and the interpretation and application of complex tax laws. The company’s provision for income taxes reflects income earned and taxed in the various U.S. federal and state, as well as foreign jurisdictions. Tax law changes, increases or decreases in permanent book versus tax basis differences, accruals or adjustments of accruals for unrecognized tax benefits or valuation allowances, and the company’s change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.

13.  COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Sysco is engaged in various legal proceedings that have arisen but have not been fully adjudicated. The likelihood of loss for these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible to probable. When probable and reasonably estimable, the losses have been accrued. Although the final results of legal proceedings cannot be predicted with certainty, based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect upon the consolidated financial position or results of operations of the company.

14.  BUSINESS SEGMENT INFORMATION

Sysco distributes food and related products to restaurants, healthcare and educational facilities, lodging establishments and other foodservice customers. Our primary operations are located in North America and Europe. Under the accounting provisions related to disclosures about segments of an enterprise, we have aggregated certain operating segments into three reportable segments. “Other” financial information is attributable to our other operating segments that do not meet the quantitative disclosure thresholds.

•U.S. Foodservice Operations – primarily includes (a) our U.S. Broadline operations, which distribute a full line of food products, including custom-cut meat, seafood, produce, specialty Italian, specialty imports and a wide variety of non-food products and (b) our U.S. Specialty operations, which include our FreshPoint fresh produce distribution business, our Specialty Meats and Seafood Group specialty protein operations, our growing Italian Specialty platform anchored by Greco & Sons, our Asian specialty distribution company and a number of other small specialty businesses that are not material to our operations;

•International Foodservice Operations – includes operations outside of the United States (U.S.), which distribute a full line of food products and a wide variety of non-food products. The Americas primarily consists of operations in Canada, Bahamas, Mexico, Costa Rica and Panama, as well as our export operations that distribute to international customers. Our European operations primarily consist of operations in the United Kingdom (U.K.), France, Ireland and Sweden;

•SYGMA – our U.S. customized distribution operations serving quick-service chain restaurant customer locations; and

•Other – primarily our hotel supply operations, Guest Worldwide.

The accounting policies for the segments are the same as those disclosed by Sysco for its consolidated financial statements. Our Global Support Center generally includes all expenses of the corporate office and Sysco’s shared service operations. These also include all U.S. share-based compensation costs.

The following tables set forth certain financial information for Sysco’s reportable business segments:

13-Week Period Ended
Oct. 1, 2022 Oct. 2, 2021
Sales: (In thousands)
U.S. Foodservice Operations $ 13,602,482 $ 11,602,963
International Foodservice Operations 3,283,735 2,895,247
SYGMA 1,933,457 1,704,033
Other 307,156 254,303
Total $ 19,126,830 $ 16,456,546
13-Week Period Ended
Oct. 1, 2022 Oct. 2, 2021
Operating income (loss): (In thousands)
U.S. Foodservice Operations $ 903,828 $ 797,523
International Foodservice Operations 87,208 36,676
SYGMA 5,471 (2,447)
Other 11,538 6,456
Total segments 1,008,045 838,208
Global Support Center (273,712) (206,526)
Total operating income 734,333 631,682
Interest expense 124,150 128,214
Other expense (income), net 15,281 (3,252)
Earnings before income taxes $ 594,902 $ 506,720

15. SUBSEQUENT EVENTS

In October 2022, Sysco and an independent fiduciary of the Sysco Corporation Retirement Plan (the Plan), entered into a commitment agreement with Massachusetts Mutual Life Insurance Company (the Insurer), which has AA+, Aa3, and A++ credit ratings from S&P Global, Moody’s, and AM Best, respectively, under which the Plan agreed to purchase a nonparticipating single premium group annuity contract that will transfer to the Insurer approximately $700 million of the Plan’s defined benefit pension obligations related to certain pension benefits.

The purchase of the group annuity contract by the Plan closed on October 25, 2022. The contract covers approximately 10,000 Sysco participants and beneficiaries (the Transferred Participants). Under the group annuity contract, the Insurer will make an unconditional and irrevocable commitment to pay the pension benefits of each Transferred Participant that are due on or after January 1, 2023. The transaction will result in no changes to the amount of benefits payable to the Transferred Participants.

As a result of the transaction, the company expects to recognize a one-time, non-cash pre-tax pension settlement charge of approximately $250 to $300 million in the second quarter of fiscal 2023.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with our consolidated financial statements as of July 2, 2022, and for the fiscal year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in our Annual Report on Form 10-K for the fiscal year ended July 2, 2022 (our fiscal 2022 Form 10-K), as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report.

Highlights

Our first quarter of fiscal 2023 results reflected continued positive momentum in our business to start the fiscal year, delivering our highest ever quarterly sales at Sysco. We generated double-digit sales and earnings growth compared to the same period last year, driven by higher volumes, effective management of inflation and market share gains. We continued to advance our Recipe For Growth strategy, including within our International Foodservice Operations segment, while addressing operational improvement opportunities. See below for a comparison of our fiscal 2023 results to our fiscal 2022 results, both including and excluding Certain Items (as defined below).

Comparisons of results from the first quarter of fiscal 2023 to the first quarter of fiscal 2022 are presented below:

•Sales:

◦increased 16.2%, or $2.7 billion, to $19.1 billion;

•Operating income:

◦increased 16.3%, or $102.7 million, to $734.3 million;

◦adjusted operating income increased 12.4%, or $85.2 million, to $770.3 million;

•Net earnings:

◦increased 23.2%, or $87.6 million, to $465.6 million;

◦adjusted net earnings increased 14.6%, or $62.7 million, to $492.6 million;

•Basic earnings per share:

◦increased 24.3%, or $0.18, to $0.92 per share;

•Diluted earnings per share:

◦increased 24.7%, or $0.18, to $0.91 per share;

◦adjusted diluted earnings per share increased 16.9%, or $0.14, to $0.97 in fiscal 2023;

•EBITDA:

◦increased 10.5%, or $86.6 million, to $908.0 million; and

◦adjusted EBITDA increased 7.5%, or $64.1 million, to $916.9 million.

The discussion of our results includes certain non-GAAP financial measures, including EBITDA and adjusted EBITDA, as we believe these metrics provide important perspective with respect to underlying business trends. Other than free cash flow, any non-GAAP financial measures will be denoted as adjusted measures to remove the impact of restructuring and transformational project costs consisting of: (1) restructuring charges, (2) expenses associated with our various transformation initiatives and (3) facility closure and severance charges; acquisition-related costs consisting of: (a) intangible amortization expense and (b) acquisition costs and due diligence costs related to our acquisitions; and the reduction of bad debt expense previously recognized in fiscal 2020 due to the impact of the COVID-19 pandemic on the collectability of our pre-pandemic trade receivable balances.

The fiscal 2023 and fiscal 2022 items discussed above are collectively referred to as “Certain Items.” The results of our foreign operations can be impacted by changes in exchange rates applicable to converting from local currencies to U.S. dollars. We measure our total Sysco and our International Foodservice Operations results on a constant currency basis.

Trends

Economic and Industry Trends

The food-away-from-home sector experienced growth in the first quarter of fiscal 2023. Restaurants continued to be resilient and our travel/hospitality and business/industry segments results posted year-over-year improvements. We are closely monitoring macro-economic conditions for signs of business slow down. At this time, we are not seeing recession concerns negatively impacting our business results. We have experienced a strong start to the year in both national and local sales, which has driven market share gains overall, as we grew more than 1.4 times the market for the period. We are on track to deliver our stated growth objective for the year, as we see continued growth opportunities, particularly in the non-commercial sector.

Sales and Gross Profit Trends

Our sales and gross profit performance are influenced by multiple factors, including price, volume, inflation, customer mix and product mix. The most significant factor affecting performance in the first quarter of fiscal 2023 was volume growth, as we experienced strong results from both national and local customers driven by a 5.4% improvement in local case volume and an 7.3% improvement in total case volume within our U.S. Foodservice segment, in each instance as compared to the first quarter of fiscal 2022. This volume reflects our broadline and specialty businesses except with our specialty meats business which measures its volume in pounds. This growth enabled us to gain market share during the first quarter of fiscal 2023. We expect to continue seeing momentum on our rate of growth and are on track to exceed our stated goal of achieving growth at a rate of 1.5 times the industry in fiscal 2024.

Product cost inflation has also been a driver of our sales and gross profit performance. We experienced inflation at a rate of 9.7% in the first quarter of fiscal 2023 at the total enterprise level, primarily driven by inflation in the dairy and frozen categories. We continue to be successful in managing our inflation, resulting in an increase in gross profit dollars. Gross margin increased 18 basis points in the first quarter of fiscal 2023, as compared to the same prior year period, primarily driven by higher volumes, the effective management of inflation and progress against our partnership growth management initiatives.

Operating Expense Trends

Total operating expenses increased 17.7% during the first quarter of fiscal 2023, as compared to the first quarter of fiscal 2022, driven by increased volumes, cost inflation, continued operational cost pressures from the operating environment and our planned investments to drive our transformation initiatives under our Recipe For Growth strategy. This quarter included transformation investments of $63.4 million, new-associate related productivity costs of $41.1 million and a sequential improvement in business recovery costs. We continued to invest in associate retention and best-in-class training, primarily for transportation and warehouse staff. Our Sysco Driver Academy is contributing to improved retention and productivity, and we expect to see this trend improve, as the percentage of drivers trained from within Sysco continues to grow. We believe the advancements we are making in our physical capabilities, and the investments we are making in improved training, will provide improved service levels to our customers and strengthen Sysco’s ability to profitably win market share in the coming quarters and years.

Pension Settlement Charge

As discussed in Note 15. “Subsequent Events,” the Sysco Corporation Retirement Plan (the Plan), entered into a commitment agreement to purchase a nonparticipating single premium group annuity contract that will transfer approximately $700 million of the Plan’s defined benefit pension obligations related to certain pension benefits. As a result of the transaction, we expect to recognize a one-time, non-cash pre-tax pension settlement charge of approximately $250 to $300 million in the second quarter of fiscal 2023. The actual charge will depend on finalization of the actuarial and other assumptions. This charge will be treated as a Certain Item. We will also compute a new amount of on-going expense for the Plan for the remainder of the fiscal year.

Mergers and Acquisitions

We continue to focus on mergers and acquisitions as a part of our growth strategy, where we plan to reinforce our existing businesses, while cultivating new channels, new segments and new capabilities. We have completed the following acquisitions thus far in fiscal 2023:

•In the first quarter of fiscal 2023, we acquired two small U.S.-based independent Italian food distributors as part of our plan to meaningfully scale our growing Italian platform.

The results of these acquisitions were not material to the consolidated results of the company for the first quarter of fiscal 2023.

Strategy

Our purpose is “Connecting the World to Share Food and Care for One Another.” Purpose driven companies are believed to perform better, and we believe our purpose will assist us to grow substantially faster than the foodservice distribution industry and deliver profitable growth through our “Recipe for Growth” transformation. This growth transformation is supported by strategic pillars that we believe will allow us to better serve our customers, including our digital, products and solutions, supply chain, customer teams, and future horizons strategies.

Our various business transformation initiatives remain on track, such as the personalization engine that is currently under construction and has proved to be beneficial to our pilot customers. Additionally, we are improving our merchandising and marketing solutions by developing improved strategies for specific cuisine segments, and we are developing a more nimble, accessible and productive supply chain that is better positioned to support customers in their business recovery. Our strategic initiatives to increase delivery frequency and enable omni-channel inventory fulfillment remain on track. From these actions as a part of our Recipe for Growth, the benefits of our developing capabilities is apparent in the new customers we are winning and in the progress we are making towards increasing market share. We expect that, as our Recipe for Growth matures, the impact on our top-line growth will continue to accelerate. We are committed to profitably growing 1.5 times the market by the end of fiscal 2024, the third year of our three-year strategic plan.

Results of Operations

The following table sets forth the components of our consolidated results of operations expressed as a percentage of sales for the periods indicated:

13-Week Period Ended
Oct. 1, 2022 Oct. 2, 2021
Sales 100.0 % 100.0 %
Cost of sales 81.8 81.9
Gross profit 18.2 18.1
Operating expenses 14.4 14.2
Operating income 3.8 3.8
Interest expense 0.6 0.8
Other (income) expense, net 0.1 —
Earnings before income taxes 3.1 3.1
Income taxes 0.7 0.8
Net earnings 2.4 % 2.3 %

The following table sets forth the change in the components of our consolidated results of operations expressed as a percentage increase or decrease over the comparable period in the prior year:

13-Week Period Ended
Oct. 1, 2022
Sales 16.2 %
Cost of sales 16.0
Gross profit 17.4
Operating expenses 17.7
Operating income 16.3
Interest expense (3.2)
Other (income) expense, net (1) (569.9)
Earnings before income taxes 17.4
Income taxes 0.5
Net earnings 23.2 %
Basic earnings per share 24.3 %
Diluted earnings per share 24.7
Average shares outstanding (1.0)
Diluted shares outstanding (1.0) (1) Other (income) expense, net was expense of $15.3 million and income of $3.3 million in the first quarter of fiscal 2023 and fiscal 2022, respectively.
--- ---

The following tables represent our results by reportable segments:

13-Week Period Ended Oct. 1, 2022
U.S. Foodservice Operations International Foodservice Operations SYGMA Other Global Support Center Consolidated<br>Totals
(In thousands)
Sales $ 13,602,482 $ 3,283,735 $ 1,933,457 $ 307,156 $ — $ 19,126,830
Sales increase 17.2 % 13.4 % 13.5 % 20.8 % 16.2 %
Percentage of total 71.1 % 17.2 % 10.1 % 1.6 % 100.0 %
Operating income (loss) $ 903,828 $ 87,208 $ 5,471 $ 11,538 $ (273,712) $ 734,333
Operating income (loss) increase 13.3 % 137.8 % NM 78.7 % 32.5 % 16.3 %
Percentage of total segments 89.7 % 8.7 % 0.5 % 1.1 % 100.0 %
Operating income as a percentage of sales 6.6 % 2.7 % 0.3 % 3.8 % 3.8 %
13-Week Period Ended Oct. 2, 2021
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
U.S. Foodservice Operations International Foodservice Operations SYGMA Other Global Support Center Consolidated<br>Totals
(In thousands)
Sales $ 11,602,963 $ 2,895,247 $ 1,704,033 $ 254,303 $ — $ 16,456,546
Percentage of total 70.5 % 17.6 % 10.4 % 1.5 % 100.0 %
Operating income (loss) $ 797,523 $ 36,676 $ (2,447) $ 6,456 $ (206,526) $ 631,682
Percentage of total segments 95.1 % 4.4 % (0.3) % 0.8 % 100.0 %
Operating income (loss) as a percentage of sales 6.9 % 1.3 % (0.1) % 2.5 % 3.8 %

Based on information in Note 14, “Business Segment Information,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q, in the first quarter of fiscal 2023, U.S. Foodservice Operations and International Foodservice Operations collectively represented approximately 88.3% of Sysco’s overall sales and 98.4% of total segment operating income, respectively. This illustrates that these segments represent a substantial majority of our total segment results when compared to other reportable segments.

Results of U.S. Foodservice Operations

The following tables set forth a summary of the components of operating income expressed as a percentage increase or decrease over the comparable period in the prior year:

13-Week Period Ended Oct. 1, 2022 13-Week Period Ended Oct. 2, 2021 Change in Dollars % Change
(Dollars in thousands)
Sales $ 13,602,482 $ 11,602,963 $ 1,999,519 17.2 %
Gross profit 2,612,343 2,185,154 427,189 19.5
Operating expenses 1,708,515 1,387,631 320,884 23.1
Operating income $ 903,828 $ 797,523 $ 106,305 13.3 %
Gross profit $ 2,612,343 $ 2,185,154 $ 427,189 19.5 %
Adjusted operating expenses (Non-GAAP) 1,698,570 1,389,394 309,176 22.3
Adjusted operating income (Non-GAAP) $ 913,773 $ 795,760 $ 118,013 14.8 %

Sales

The following table sets forth the percentage and dollar value increase or decrease in the major factors impacting sales as compared to the corresponding prior year period in order to demonstrate the cause and magnitude of change:

Increase (Decrease)
13-Week Period
(Dollars in millions)
Cause of change Percentage Dollars
Case volume (1) 6.2 % $ 714.1
Inflation 9.8 1,137.1
Other (2) 1.2 148.3
Total change in sales 17.2 % $ 1,999.5 (1) Case volumes increased 7.3% compared to the first quarter of fiscal 2022. This volume increase resulted in a 6.2% increase in the dollar value of sales compared to the first quarter of fiscal 2022.
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(2) Case volume reflects our broadline and specialty businesses, with the exception of our specialty meats business, which measures its volume in pounds. Any impact in volumes from these specialty meats operations is included within “Other.”

The primary drivers of the sales increase in the first quarter of fiscal 2023 were inflation, along with an improvement in case volume in our U.S. Foodservice Operations, which was largely the result of the impact of our Recipe for Growth initiatives. Case volumes from our U.S. Foodservice Operations increased 7.3% in the first quarter of fiscal 2023, as compared to the first quarter of fiscal 2022. This included a 5.4% increase in local customer case volume in the first quarter of fiscal 2023.

Operating Income

The increase in operating income for the first quarter of fiscal 2023, as compared to the first quarter of fiscal 2022, was driven by gross profit dollar growth and partially offset by an increase in operating expenses.

Gross profit dollar growth in the first quarter of fiscal 2023, as compared to the first quarter of fiscal 2022, was driven primarily by the improvement in local cases stemming from: (1) the impact of our Recipe for Growth initiatives, (2) management of higher inflation and (3) optimization of our business processes and performance. The estimated change in product costs, an internal measure of inflation or deflation, for the first quarter of fiscal 2023 for our U.S. Broadline operations was 12.0%. For the first quarter of fiscal 2023, this change in product costs was primarily driven by inflation in the dairy and frozen categories. Gross margin, which is gross profit as a percentage of sales, was 19.2% in the first quarter of fiscal 2023 for our U.S. Foodservice Operations, which was an increase of 37 basis points compared to gross margin of 18.8% in the first quarter of fiscal 2022.

The increase in operating expenses for the first quarter of fiscal 2023, as compared to the first quarter of fiscal 2022, was primarily driven by variable costs associated with increased volumes and costs for employee training and retention designed to improve productivity.

Results of International Foodservice Operations

The following table sets forth a summary of the components of operating income and adjusted operating income expressed as a percentage increase or decrease over the comparable period in the prior year:

13-Week Period Ended Oct. 1, 2022 13-Week Period Ended Oct. 2, 2021 Change in Dollars % Change
(Dollars in thousands)
Sales $ 3,283,735 $ 2,895,247 $ 388,488 13.4 %
Gross profit 649,265 589,134 60,131 10.2
Operating expenses 562,057 552,458 9,599 1.7
Operating income $ 87,208 $ 36,676 $ 50,532 137.8 %
Gross profit $ 649,265 $ 589,134 $ 60,131 10.2 %
Adjusted operating expenses (Non-GAAP) 542,136 525,017 17,119 3.3
Adjusted operating income (Non-GAAP) $ 107,129 $ 64,117 $ 43,012 67.1 %
Sales on a constant currency basis (Non-GAAP) $ 3,599,186 $ 2,895,247 $ 703,939 24.3 %
Gross profit on a constant currency basis (Non-GAAP) 721,025 589,134 131,891 22.4
Adjusted operating expenses on a constant currency basis (Non-GAAP) 606,843 525,017 81,826 15.6
Adjusted operating income (Non-GAAP) $ 114,182 $ 64,117 $ 50,065 78.1 %

Sales

The following tables set forth the percentage and dollar value increase or decrease in the major components impacting sales as compared to the corresponding prior year period in order to demonstrate the cause and magnitude of change.

Increase (Decrease)
13-Week Period
(Dollars in millions)
Cause of change Percentage Dollars
Inflation 14.5 % $ 418.5
Foreign currency (10.9) (315.5)
Other (1) 9.8 285.5
Total change in sales 13.4 % $ 388.5 (1) The impact of volumes as a component of sales growth from international operations are included within “Other.” Volume in our foreign operations includes volume metrics that differ from country to country and cannot be aggregated on a consistent, comparable basis.
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Sales for the first quarter of fiscal 2023 were higher, as compared to the first quarter of fiscal 2022, primarily due to inflation along with an improvement in volume, some of which was attributable to our Recipe for Growth initiatives. Partially offsetting these increases was the negative impact of foreign currency translation.

Operating Income

The increase in operating income for the first quarter of fiscal 2023, as compared to the first quarter of fiscal 2022, was due to the continuing increase in sales volumes, along with specific efforts to optimize our gross profit while addressing our increased operating expenses.

The increase in gross profit dollars in the first quarter of fiscal 2023, as compared to the first quarter of fiscal 2022, was attributable to the increase in sales volume and the management of inflation, along with specific efforts to optimize our gross profit dollars.

The increase in operating expenses for the first quarter of fiscal 2023, as compared to the first quarter of fiscal 2022, was primarily due to increased volume.

Results of SYGMA and Other Segment

For SYGMA, sales were 13.5% higher in the first quarter of fiscal 2023, as compared to the first quarter of fiscal 2022, primarily from an increase in case volumes driven by the success of national and regional quick service restaurants and inflation. Operating income increased by $7.9 million in the first quarter of fiscal 2023, as compared to the first quarter of fiscal 2022, primarily due to the increase in case volumes and fee increases to customers.

For the operations that are grouped within Other, operating income increased $5.1 million in the first quarter of fiscal 2023, as compared to the first quarter of fiscal 2022, primarily due to the recovery of our hospitality business, Guest Worldwide. Volume for this business has improved, as hospitality occupancy rates have grown from prior year levels.

Global Support Center Expenses

Our Global Support Center generally includes all expenses of the corporate office and Sysco’s shared service operations. These expenses in the first quarter of fiscal 2023 increased $59.5 million, or 28.8%, as compared to the first quarter of fiscal 2022, primarily due to investments for our Recipe for Growth strategy, higher associate-related expenses, partially from centralization of certain functions, and an increase in self-insurance reserves.

Included in Global Support Center expenses are Certain Items that totaled $6.1 million in the first quarter of fiscal 2023, as compared to $27.7 million in the first quarter of fiscal 2022. Certain Items impacting the first quarter of fiscal 2023 were primarily expenses associated with our business technology transformation initiatives. Certain Items impacting the first quarter of fiscal 2022 were primarily expenses associated with our business technology transformation initiatives and expenses associated with acquisitions.

Interest Expense

Interest expense decreased $4.1 million for the first quarter of fiscal 2023, as compared to the first quarter of fiscal 2022, primarily attributable to lower debt levels.

Other income and expense

Other (income) expense, net was expense of $15.3 million and income of $3.3 million in the first quarter of fiscal 2023 and fiscal 2022, respectively. The expense in the first quarter of fiscal 2023 was primarily attributable to expenses from our U.S. Sysco Corporation Retirement Plan due to increased interest rates and lower plan asset values as compared to fiscal 2022.

Net Earnings

Net earnings increased 23.2% in the first quarter of fiscal 2023, as compared to the first quarter of fiscal 2022, due primarily to the items noted above for operating income and interest expense, as well as items impacting our income taxes that are discussed in Note 12, “Income Taxes,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q. Adjusted net earnings, excluding Certain Items, increased 14.6% in the first quarter of fiscal 2023, primarily due to an increase in sales volume, partially offset by an unfavorable tax expense compared to the prior year.

Earnings Per Share

Basic earnings per share in the first quarter of fiscal 2023 were $0.92, a 24.3% increase from the comparable prior year amount of $0.74 per share. Diluted earnings per share in the first quarter of fiscal 2023 were $0.91, a 24.7% increase from the comparable prior year period amount of $0.73 per share. Adjusted diluted earnings per share, excluding Certain Items, in the first quarter of fiscal 2023 were $0.97, a 16.9% increase from the comparable prior year amount of $0.83 per share.

Non-GAAP Reconciliations

Our discussion of our results includes certain non-GAAP financial measures, such as EBITDA and adjusted EBITDA, that we believe provide important perspective with respect to underlying business trends. Other than free cash flow and EBITDA, any non-GAAP financial measures will be denoted as adjusted measures to remove the impact of: (1) restructuring and transformational project costs consisting of: (a) restructuring charges, (b) expenses associated with our various transformation initiatives and (c) facility closure and severance charges; (2) acquisition-related costs consisting of: (a) intangible amortization expense and (b) acquisition costs and due diligence costs related to our acquisitions; and (3) the reduction of bad debt expense previously recognized in fiscal 2020 due to the impact of the COVID-19 pandemic on the collectability of our pre-pandemic trade receivable balances. Our results for fiscal 2023 were also impacted by adjustments to a product return allowance related to COVID-related personal protection equipment inventory. Our results for fiscal 2022 were also impacted by an increase in reserves for uncertain tax positions.
The results of our foreign operations can be impacted due to changes in exchange rates applicable in converting local currencies to U.S. dollars. We measure our total Sysco and our International Foodservice Operations results on a constant currency basis. Constant currency operating results are calculated by translating current-period local currency operating results with the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period.
Management believes that adjusting its operating expenses, operating income, net earnings and diluted earnings per share to remove these Certain Items and presenting its International Foodservice Operations results on a constant currency basis, provides an important perspective with respect to our underlying business trends and results and provides meaningful supplemental information to both management and investors that (1) is indicative of the performance of the company’s underlying operations and (2) facilitates comparisons on a year-over-year basis.
Sysco has a history of growth through acquisitions and excludes from its non-GAAP financial measures the impact of acquisition-related intangible amortization, acquisition costs and due-diligence costs for those acquisitions. We believe this approach significantly enhances the comparability of Sysco’s results for fiscal 2023 and fiscal 2022.
Set forth below is a reconciliation of sales, operating expenses, operating income, net earnings and diluted earnings per share to adjusted results for these measures for the periods presented. Individual components of diluted earnings per share may not add up to the total presented due to rounding. Adjusted diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.
13-Week Period Ended Oct. 1, 2022 13-Week Period Ended Oct. 2, 2021 Change in Dollars % Change
--- --- --- --- --- --- --- --- --- --- ---
Sales (GAAP) $ 19,126,830 $ 16,456,546 $ 2,670,284 16.2 %
Impact of currency fluctuations (1) 319,162 — 319,162 2.0
Comparable sales using a constant currency basis (Non-GAAP) $ 19,445,992 $ 16,456,546 $ 2,989,446 18.2 %
Cost of sales (GAAP) $ 15,637,975 $ 13,484,838 $ 2,153,137 16.0 %
Impact of inventory valuation adjustment (2) 2,571 — 2,571 —
Cost of sales adjusted for Certain Items (Non-GAAP) $ 15,640,546 $ 13,484,838 $ 2,155,708 16.0 %
Gross profit (GAAP) $ 3,488,855 $ 2,971,708 $ 517,147 17.4 %
Impact of inventory valuation adjustment (2) (2,571) — (2,571) (0.1)
Comparable gross profit adjusted for Certain Items (Non-GAAP) 3,486,284 2,971,708 514,576 17.3
Impact of currency fluctuations (1) 73,035 — 73,035 2.5
Comparable gross profit adjusted for Certain Items using a constant currency basis (Non-GAAP) $ 3,559,319 $ 2,971,708 $ 587,611 19.8 %
Gross margin (GAAP) 18.24 % 18.06 % 18 bps
Impact of inventory valuation adjustment (2) (0.01) % — % -1 bps
Comparable gross margin adjusted for Certain Items (Non-GAAP) 18.23 % 18.06 % 17 bps
Impact of currency fluctuations (1) 0.07 — 7 bps
Comparable gross margin adjusted for Certain Items using a constant currency basis (Non-GAAP) 18.30 % 18.06 % 24 bps
Operating expenses (GAAP) $ 2,754,522 $ 2,340,026 $ 414,496 17.7 %
Impact of restructuring and transformational project costs (3) (11,645) (24,511) 12,866 52.5
Impact of acquisition-related costs (4) (29,454) (35,926) 6,472 18.0
Impact of bad debt reserve adjustments (5) 2,592 7,061 (4,469) (63.3)
Operating expenses adjusted for Certain Items (Non-GAAP) 2,716,015 2,286,650 429,365 18.8
Impact of currency fluctuations (1) 70,695 — 70,695 3.1
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP) $ 2,786,710 $ 2,286,650 $ 500,060 21.9 %
Operating expense as a percentage of sales (GAAP) 14.40 % 14.22 % 18 bps
Impact of certain item adjustments (0.20) % (0.32) % 12 bps
Adjusted operating expense as a percentage of sales (Non-GAAP) 14.20 % 13.90 % 30 bps
Operating income (GAAP) $ 734,333 $ 631,682 $ 102,651 16.3 %
Impact of inventory valuation adjustment (2) (2,571) — (2,571) NM
Impact of restructuring and transformational project costs (3) 11,645 24,511 (12,866) (52.5)
Impact of acquisition-related costs (4) 29,454 35,926 (6,472) (18.0)
Impact of bad debt reserve adjustments (5) (2,592) (7,061) 4,469 63.3
Operating income adjusted for Certain Items (Non-GAAP) 770,269 685,058 85,211 12.4
Impact of currency fluctuations (1) 2,340 — 2,340 0.4
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP) $ 772,609 $ 685,058 $ 87,551 12.8 %
Operating margin (GAAP) 3.84 % 3.84 % 0 bps
13-Week Period Ended Oct. 1, 2022 13-Week Period Ended Oct. 2, 2021 Change in Dollars % Change
--- --- --- --- --- --- --- --- --- --- ---
Operating margin adjusted for Certain Items (Non-GAAP) 4.03 % 4.16 % -13 bps
Operating margin adjusted for Certain Items using a constant currency basis (Non-GAAP) 3.97 % 4.16 % -19 bps
Net earnings (GAAP) $ 465,568 $ 378,013 $ 87,555 23.2 %
Impact of inventory valuation adjustment (2) (2,571) — (2,571) NM
Impact of restructuring and transformational project costs (3) 11,645 24,511 (12,866) (52.5)
Impact of acquisition-related costs (4) 29,454 35,926 (6,472) (18.0)
Impact of bad debt reserve adjustments (5) (2,592) (7,061) 4,469 63.3
Tax impact of inventory valuation adjustment (6) 637 — 637 NM
Tax impact of restructuring and transformational project costs (6) (2,884) (6,186) 3,302 53.4
Tax impact of acquisition-related costs (6) (7,295) (9,066) 1,771 19.5
Tax impact of bad debt reserves adjustments (6) 642 1,782 (1,140) (64.0)
Impact of adjustments to uncertain tax positions — 12,000 (12,000) NM
Net earnings adjusted for Certain Items (Non-GAAP) $ 492,604 $ 429,919 $ 62,685 14.6 %
Diluted earnings per share (GAAP) $ 0.91 $ 0.73 $ 0.18 24.7 %
Impact of inventory valuation adjustment (2) (0.01) — (0.01) NM
Impact of restructuring and transformational project costs (3) 0.02 0.05 (0.03) (60.0)
Impact of acquisition-related costs (4) 0.06 0.07 (0.01) (14.3)
Impact of bad debt reserve adjustments (5) (0.01) (0.01) — —
Tax impact of restructuring and transformational project costs (6) (0.01) (0.01) — —
Tax impact of acquisition-related costs (6) (0.01) (0.02) 0.01 50.0
Impact of adjustments to uncertain tax positions — 0.02 (0.02) NM
Diluted earnings per share adjusted for Certain Items (Non-GAAP) (7) $ 0.97 $ 0.83 $ 0.14 16.9 % (1) Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on the current year results.
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(2) Fiscal 2023 represents an adjustment to a product return allowance, related to COVID-related personal protection equipment inventory.
(3) Fiscal 2023 includes $4 million related to restructuring, severance, and facility closure charges and $8 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy. Fiscal 2022 includes $16 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy and $8 million related to restructuring charges.
(4) Fiscal 2023 includes $26 million of intangible amortization expense and $4 million in acquisition and due diligence costs. Fiscal 2022 includes $22 million of intangible amortization expense and $14 million in acquisition and due diligence costs, which are primarily included in Global Support Center expenses.
(5) Fiscal 2023 and fiscal 2022 represent the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(6) The tax impact of adjustments for Certain Items are calculated by multiplying the pretax impact of each Certain Item by the statutory rates in effect for each jurisdiction where the Certain Item was incurred.
(7) Individual components of diluted earnings per share may not add up to the total presented due to rounding. Total diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.
NM represents that the percentage change is not meaningful.
13-Week Period Ended Oct. 1, 2022 13-Week Period Ended Oct. 2, 2021 Change in Dollars %/bps Change
--- --- --- --- --- --- --- --- --- --- ---
U.S. FOODSERVICE OPERATIONS
Operating expenses (GAAP) $ 1,708,515 $ 1,387,631 $ 320,884 23.1 %
Impact of restructuring and transformational project costs 48 (3) 51 NM
Impact of acquisition-related costs (1) (12,585) (4,654) (7,931) NM
Impact of bad debt reserve adjustments (2) 2,592 6,420 (3,828) (59.6)
Operating expenses adjusted for Certain Items (Non-GAAP) $ 1,698,570 $ 1,389,394 $ 309,176 22.3 %
Operating income (GAAP) $ 903,828 $ 797,523 $ 106,305 13.3 %
Impact of restructuring and transformational project costs (48) 3 (51) NM
Impact of acquisition-related costs (1) 12,585 4,654 7,931 NM
Impact of bad debt reserve adjustments (2) (2,592) (6,420) 3,828 59.6
Operating income adjusted for Certain Items (Non-GAAP) $ 913,773 $ 795,760 $ 118,013 14.8 %
INTERNATIONAL FOODSERVICE OPERATIONS
Sales (GAAP) $ 3,283,735 $ 2,895,247 $ 388,488 13.4 %
Impact of currency fluctuations (3) 315,451 — 315,451 10.9
Comparable sales using a constant currency basis (Non-GAAP) $ 3,599,186 $ 2,895,247 $ 703,939 24.3 %
Gross profit (GAAP) $ 649,265 $ 589,134 $ 60,131 10.2 %
Impact of currency fluctuations (3) 71,760 — 71,760 12.2
Comparable gross profit using a constant currency basis (Non-GAAP) $ 721,025 $ 589,134 $ 131,891 22.4 %
Gross margin (GAAP) 19.77 % 20.35 % -58 bps
Impact of currency fluctuations (3) 0.26 — 26 bps
Comparable gross margin using a constant currency basis (Non-GAAP) 20.03 % 20.35 % -32 bps
Operating expenses (GAAP) $ 562,057 $ 552,458 $ 9,599 1.7 %
Impact of restructuring and transformational project costs (4) (3,907) (9,426) 5,519 58.6
Impact of acquisition-related costs (5) (16,014) (18,656) 2,642 14.2
Impact of bad debt reserve adjustments (2) — 641 (641) NM
Operating expenses adjusted for Certain Items (Non-GAAP) 542,136 525,017 17,119 3.3
Impact of currency fluctuations (3) 64,707 — 64,707 12.3
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP) $ 606,843 $ 525,017 $ 81,826 15.6 %
Operating income (GAAP) $ 87,208 $ 36,676 $ 50,532 NM
Impact of restructuring and transformational project costs (4) 3,907 9,426 (5,519) (58.6)
Impact of acquisition-related costs (5) 16,014 18,656 (2,642) (14.2)
Impact of bad debt reserve adjustments (2) — (641) 641 NM
Operating income adjusted for Certain Items (Non-GAAP) 107,129 64,117 43,012 67.1
Impact of currency fluctuations (3) 7,053 — 7,053 11.0
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP) $ 114,182 $ 64,117 $ 50,065 78.1 %
SYGMA
Operating expenses (GAAP) $ 148,422 $ 140,604 $ 7,818 5.6 %
Operating (loss) income (GAAP) 5,471 (2,447) 7,918 NM
OTHER
Operating expenses (GAAP) $ 69,300 $ 52,565 $ 16,735 31.8 %
Operating income (GAAP) 11,538 6,456 5,082 78.7
13-Week Period Ended Oct. 1, 2022 13-Week Period Ended Oct. 2, 2021 Change in Dollars %/bps Change
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GLOBAL SUPPORT CENTER
Gross (loss) profit (GAAP) $ (7,484) $ 242 $ (7,726) NM
Impact of inventory valuation adjustment (6) (2,571) — (2,571) NM
Comparable gross profit (loss) adjusted for Certain Items (Non-GAAP) $ (10,055) $ 242 $ (10,297) NM
Operating expenses (GAAP) $ 266,228 $ 206,768 $ 59,460 28.8 %
Impact of restructuring and transformational project costs (7) (7,786) (15,082) 7,296 48.4
Impact of acquisition-related costs (8) (855) (12,616) 11,761 93.2
Operating expenses adjusted for Certain Items (Non-GAAP) $ 257,587 $ 179,070 $ 78,517 43.8 %
Operating loss (GAAP) $ (273,712) $ (206,526) $ (67,186) (32.5) %
Impact of inventory valuation adjustment (6) (2,571) — (2,571) NM
Impact of restructuring and transformational project costs (7) 7,786 15,082 (7,296) (48.4)
Impact of acquisition-related costs (8) 855 12,616 (11,761) (93.2)
Operating loss adjusted for Certain Items (Non-GAAP) $ (267,642) $ (178,828) $ (88,814) (49.7) %
(1) Fiscal 2023 and fiscal 2022 include intangible amortization expense and acquisition costs.
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(2) Fiscal 2023 and fiscal 2022 represent the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(3) Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on current year results.
(4) Includes restructuring and facility closure costs primarily in Europe.
(5) Represents intangible amortization expense.
(6) Fiscal 2023 represents an adjustment to a product return allowance, related to COVID-related personal protection equipment inventory.
(7) Includes various transformation initiative costs, primarily consisting of changes to our business technology strategy.
(8) Represents due diligence costs.
NM represents that the percentage change is not meaningful.

EBITDA and Adjusted EBITDA

EBITDA and adjusted EBITDA should not be used as a substitute for the most comparable GAAP measure in assessing Sysco’s overall financial performance for the periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Key Performance Indicators” contained in our fiscal 2022 Form 10-K for discussions regarding this non-GAAP performance metric. Set forth below is a reconciliation of actual net earnings to EBITDA and to adjusted EBITDA results for the periods presented (dollars in thousands):

13-Week Period Ended Oct. 1, 2022 13-Week Period Ended Oct. 2, 2021 Change in Dollars % Change
Net earnings (GAAP) $ 465,568 $ 378,013 $ 87,555 23.2 %
Interest (GAAP) 124,150 128,214 (4,064) (3.2)
Income taxes (GAAP) 129,334 128,707 627 0.5
Depreciation and amortization (GAAP) 188,924 186,466 2,458 1.3
EBITDA (Non-GAAP) $ 907,976 $ 821,400 $ 86,576 10.5 %
Certain Item adjustments:
Impact of inventory valuation adjustment (1) $ (2,571) $ — $ (2,571) NM
Impact of restructuring and transformational project costs (2) 10,509 24,247 (13,738) (56.7)
Impact of acquisition-related costs (3) 3,546 14,221 (10,675) (75.1)
Impact of bad debt reserve adjustments (4) (2,592) (7,061) 4,469 63.3
EBITDA adjusted for Certain Items (Non-GAAP) (5) $ 916,868 $ 852,807 $ 64,061 7.5 % (1) Fiscal 2023 represents an adjustment to a product return allowance, related to COVID-related personal protection equipment inventory.
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(2) Fiscal 2023 and fiscal 2022 include charges related to restructuring, severance, and facility closures, as well as various transformation initiative costs, primarily consisting of changes to our business technology strategy, excluding charges related to accelerated depreciation.
(3) Fiscal 2023 and fiscal 2022 include acquisition and due diligence costs.
(4) Fiscal 2023 and fiscal 2022 represent the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(5) In arriving at adjusted EBITDA, Sysco does not adjust out interest income of $3 million and $2 million or non-cash stock compensation expense of $27 million and $29 million in fiscal 2023 and fiscal 2022, respectively.
NM represents that the percentage change is not meaningful.

Liquidity and Capital Resources

Highlights

As of October 1, 2022, we had $437.7 million in cash and cash equivalents. We produced positive free cash flow in a period of higher working capital investments, capital expenditures and investments towards our Recipe for Growth strategy. In the table that follows, free cash flow for each period presented is reconciled to net cash provided by operating activities and comparisons of the significant cash flows from the first 13 weeks of fiscal 2023 to the first 13 weeks of fiscal 2022 are provided.

On September 2, 2022, we upsized our commercial paper program to $3.0 billion. The commercial paper program allows the company to issue short-term, senior unsecured notes. The notes are pari passu with the company’s other senior unsecured debt, including its senior notes and revolving credit facility. We intend to use any proceeds from the commercial paper program for general corporate purposes.

13-Week Period Ended Oct. 1, 2022 13-Week Period Ended Oct. 2, 2021
Source of cash (use of cash) (In thousands)
Net cash provided by operating activities (GAAP) $ 158,606 $ 110,812
Additions to plant and equipment (167,260) (85,019)
Proceeds from sales of plant and equipment 22,448 5,627
Free Cash Flow (Non-GAAP) (1) $ 13,794 $ 31,420
Acquisition of businesses, net of cash acquired $ (32,651) $ (714,010)
Debt borrowings (repayments), net 137,959 (10,048)
Stock repurchases (267,727) —
Dividends paid (249,294) (240,561) (1) Free cash flow should not be used as a substitute for the most comparable GAAP measure in assessing the company’s liquidity for the periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Key Performance Indicators” contained in our fiscal 2022 Form 10-K for discussions regarding this non-GAAP performance metric.
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Sources and Uses of Cash

Sysco generates cash in the U.S and internationally. As of October 1, 2022, we had $437.7 million in cash and cash equivalents, approximately 85% of which was held by our international subsidiaries. Sysco’s strategic objectives are funded primarily by cash from operations and, to a lesser extent, external borrowings. Traditionally, our operations have produced significant cash flow and, due to our strong financial position, we believe that we will continue to be able to effectively access capital markets, as needed. Cash is generally allocated to working capital requirements, investments compatible with our overall growth strategy (organic and inorganic), debt management, and shareholder return. Remaining cash balances are invested in high-quality, short-term instruments.

We believe our cash flow from operations, the availability of liquidity under our commercial paper program and our revolving credit facility, and our ability to access capital from financial markets will be sufficient to meet our anticipated cash requirements for more than the next twelve months, while maintaining sufficient liquidity for normal operating purposes.

Cash Flows

Operating Activities

We generated $158.6 million in cash flows from operations in the first 13 weeks of fiscal 2023, compared to cash flows from operations of $110.8 million in the first 13 weeks of fiscal 2022. In the first 13 weeks of fiscal 2023, these amounts included year-over-year unfavorable comparisons on working capital due to higher accounts receivables and a decrease in accounts payable. Changes in working capital had a negative impact of $127.7 million on cash flows from operations period-over-period.

Included in the change in accrued expenses were positive comparisons, primarily from accrued interest, earnout liabilities, and self-insurance in the first 13 weeks of fiscal 2023 in comparison to the first 13 weeks of fiscal 2022.

Income taxes positively impacted cash flows from operations, as estimated payments made in the first quarter of fiscal 2023 were lower than in fiscal 2022 due to overpayments in the prior year.

Investing Activities

Our capital expenditures in the first 13 weeks of fiscal 2023 consisted primarily of investments in buildings and building improvements, technology equipment, warehouse equipment, and fleet. Our capital expenditures in the first 13 weeks of fiscal 2023 were $82.2 million higher than in the first 13 weeks of fiscal 2022, as we made investments to advance our Recipe for Growth strategy.

During the first 13 weeks of fiscal 2023, we paid $32.7 million, net of cash acquired, for acquisitions compared to $714.0 million in acquisitions made in the first 13 weeks of fiscal 2022.

Financing Activities

Equity Transactions

Proceeds from exercises of share-based compensation awards were $24.6 million in the first 13 weeks of fiscal 2023, as compared to $17.9 million in the first 13 weeks of fiscal 2022. The level of option exercises, and thus proceeds, will vary from period to period and is largely dependent on movements in our stock price and the time remaining before option grants expire.

In May 2021, our Board of Directors approved a share repurchase program to authorize the repurchase of up to $5.0 billion of the company’s common stock, which will remain available until fully utilized. We commenced our share repurchase program during the second quarter of fiscal 2022. We repurchased 3.1 million shares for $267.7 million during the first 13 weeks of fiscal 2023. As of October 1, 2022, we had a remaining authorization of approximately $4.2 billion.

Dividends paid in the first quarter of fiscal 2023 were $249.3 million, or $0.49 per share, as compared to $240.6 million, or $0.47 per share, in the first quarter of fiscal 2022. In August 2022, we declared our regular quarterly dividend for the first quarter of fiscal 2023 of $0.49 per share, which was paid in October 2022.

Debt Activity and Borrowing Availability

Our debt activity, including issuances and repayments, if any, and our borrowing availability are described in Note 8, “Debt,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q. Our outstanding borrowings at October 1, 2022 are disclosed within that note.

Guarantor Summarized Financial Information

On January 19, 2011, the wholly owned U.S. Broadline subsidiaries of Sysco Corporation, which distribute a full line of food products and a wide variety of non-food products, at that time entered into full and unconditional guarantees of all outstanding senior notes and debentures of Sysco Corporation. All subsequent issuances of senior notes and debentures in the U.S. and borrowings under the company’s now $3.0 billion long-term revolving credit facility have also been guaranteed by these subsidiaries. As of October 1, 2022, Sysco had a total of $10.0 billion in senior notes, debentures and borrowings under the long-term revolving credit facility that were guaranteed by these subsidiary guarantors. Our remaining consolidated subsidiaries (non-guarantor subsidiaries) are not obligated under the senior notes indenture, debentures indenture or our long-term revolving credit facility. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” contained in our fiscal 2022 Form 10-K for additional information regarding the terms of the guarantees.

Basis of Preparation of the Summarized Financial Information

The summarized financial information of Sysco Corporation (issuer), and certain wholly owned U.S. Broadline subsidiaries (guarantors) (together, the obligor group) is presented on a combined basis with intercompany balances and transactions between entities in the obligor group eliminated. Investments in and equity in the earnings of our non-guarantor

subsidiaries, which are not members of the obligor group, have been excluded from the summarized financial information. The obligor group’s amounts due to, amounts due from and transactions with non-guarantor subsidiaries have been presented in separate line items, if they are material to the obligor financials. The following tables include summarized financial information of the obligor group for the periods presented.

Combined Parent and Guarantor Subsidiaries Summarized Balance Sheet Oct. 1, 2022 Jul. 2, 2022
(In thousands)
ASSETS
Receivables due from non-obligor subsidiaries $ 218,392 $ 264,378
Current assets 5,714,872 5,658,972
Total current assets $ 5,933,264 $ 5,923,350
Notes receivable from non-obligor subsidiaries $ 91,138 $ 91,067
Other noncurrent assets 3,969,771 3,910,951
Total noncurrent assets $ 4,060,909 $ 4,002,018
LIABILITIES
Payables due to non-obligor subsidiaries $ 60,283 $ 62,441
Other current liabilities 2,826,594 2,765,756
Total current liabilities $ 2,886,877 $ 2,828,197
Notes payable to non-obligor subsidiaries $ 272,099 $ 315,753
Long-term debt 9,718,645 9,501,842
Other noncurrent liabilities 1,206,767 1,190,177
Total noncurrent liabilities $ 11,197,511 $ 11,007,772
Combined Parent and Guarantor Subsidiaries Summarized Results of Operations 13-Week Period Ended Oct. 1, 2022
--- --- --- ---
(In thousands)
Sales $ 12,200,611
Gross profit 2,216,571
Operating income 630,507
Interest expense from non-obligor subsidiaries 5,588
Net earnings 375,655

Critical Accounting Policies and Estimates

Critical accounting policies and estimates are those that are most important to the portrayal of our financial position and results of operations. These policies require our most subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. We have reviewed with the Audit Committee of the Board of Directors the development and selection of the critical accounting policies and estimates and this related disclosure. Our most critical accounting policies and estimates pertain to goodwill and intangible assets, income taxes, company-sponsored pension plans, allowance for doubtful accounts and inventory valuation, which are described in Item 7 of our fiscal 2022 Form 10-K.

Forward-Looking Statements

Certain statements made herein that look forward in time or express management’s expectations or beliefs with respect to the occurrence of future events are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” “projected,” “continues,” “continuously,” variations of such terms, and similar terms and phrases denoting anticipated or expected occurrences or results. Examples of forward-looking statements include, but are not limited to, statements about:

•the effect, impact, potential duration or other implications of the COVID-19 pandemic and any expectations we may have with respect thereto, including our ability to withstand and recover from the crisis;

•our expectations of an improving market over the course of fiscal 2023;

•our expectations regarding the ability of our supply chain and facilities to remain in place and operational;

•our plans regarding our transformation initiatives and the expected effects from such initiatives, including the Sysco Driver Academy;

•statements regarding uncollectible accounts, including that if collections continue to improve, additional reductions in bad debt expense could occur;

•our expectations that our Recipe for Growth strategy will allow us to better serve our customers and differentiate Sysco from our competition;

•our expectations regarding our fiscal 2023 sales and our rate of sales growth in fiscal 2023 and the three years of our long-range plan;

•our expectations regarding the impact of inflation on sales, gross margin rates and gross profit dollars;

•our expectations regarding gross margins in fiscal 2023;

•our plans regarding cost savings, including our target for cost savings through fiscal 2024 and the impact of costs savings on the company;

•our belief that our purpose will allow us to grow substantially faster than the foodservice distribution industry and deliver profitable growth through our Recipe for Growth transformation, and statements regarding our plans with respect to our strategic pillars that support this growth transformation;

•our expectations regarding the use and investment of remaining cash generated from operations;

•the expected long-term rate of return on plan assets of the U.S. Retirement Plan;

•the sufficiency of our available liquidity to sustain our operations for multiple years;

•estimates regarding the outcome of legal proceedings;

•the impact of seasonal trends on our free cash flow;

•estimates regarding our capital expenditures and the sources of financing for our capital expenditures;

•our expectations regarding the impact of potential acquisitions and sales of assets on our liquidity, borrowing capacity, leverage ratios and capital availability;

•our expectations regarding real sales growth in the U.S. foodservice market and trends in produce markets;

•our expectations regarding the calculation of adjusted return on invested capital, adjusted operating income, adjusted net earnings and adjusted diluted earnings per share;

•our expectations regarding the impact of future Certain Items on our projected future non-GAAP and GAAP results;

•our expectations regarding our effective tax rate in fiscal 2023;

•the sufficiency of our mechanisms for managing working capital and competitive pressures, and our beliefs regarding the impact of these mechanisms;

•our ability to meet future cash requirements, including the ability to access financial markets effectively, including issuances of debt securities, and maintain sufficient liquidity;

•our expectations regarding the payment of dividends, and the growth of our dividend, in the future;

•our expectations regarding future activity under our share repurchase program;

•future compliance with the covenants under our revolving credit facility;

•our ability to effectively access the commercial paper market and long-term capital markets;

•the expected maturity of $482.3 million of debt in the next 12 months;

•our intention to repay our long-term debt with cash on hand, cash flow from operations, issuances of commercial paper, issuances of senior notes, or a combination thereof.

These statements are based on management’s current expectations and estimates; actual results may differ materially due in part to the risk factors set forth below, those within Part II, Item 1A of this document and those discussed in Item 1A of our fiscal 2022 Form 10-K:

•the impact and effects of public health crises, pandemics and epidemics, such as the recent outbreak of COVID-19, and the adverse impact thereof on our business, financial condition and results of operations;

•the risk that if sales from our locally managed customers do not grow at the same rate as sales from multi-unit customers, our gross margins may decline;

•periods of significant or prolonged inflation or deflation and their impact on our product costs and profitability generally;

•the risk that we are unlikely to be able to predict inflation over the long term, and lower inflation is likely to produce lower gross profit;

•the risk that our efforts to modify truck routing, including our small truck initiative, in order to reduce outbound transportation costs may be unsuccessful;

•the risk that we may not be able to accelerate and/or identify additional administrative cost savings in order to compensate for any gross profit or supply chain cost leverage challenges;

•risks related to unfavorable conditions in the Americas and Europe and the impact on our results of operations and financial condition;

•the risks related to our efforts to implement our transformation initiatives and meet our other long-term strategic objectives, including the risk that these efforts may not provide the expected benefits in our anticipated time frame, if at all, and may prove costlier than expected;

•the impact of unexpected future changes to our business initiatives based on management’s subjective evaluation of our overall business needs;

•the risk that the actual costs of any business initiatives may be greater or less than currently expected;

•the risk that competition in our industry and the impact of GPOs may adversely impact our margins and our ability to retain customers and make it difficult for us to maintain our market share, growth rate and profitability;

•the risk that our relationships with long-term customers may be materially diminished or terminated;

•the risk that changes in consumer eating habits could materially and adversely affect our business, financial condition, or results of operations;

•the risk that changes in applicable tax laws or regulations and the resolution of tax disputes could negatively affect our financial results;

•the risk that we may not be able to fully compensate for increases in fuel costs, and forward purchase commitments intended to contain fuel costs could result in above market fuel costs;

•the risk of interruption of supplies and increase in product costs as a result of conditions beyond our control;

•the potential impact on our reputation and earnings of adverse publicity or lack of confidence in our products;

•risks related to unfavorable changes to the mix of locally managed customers versus corporate-managed customers;

•the risk that we may not realize anticipated benefits from our operating cost reduction efforts;

•difficulties in successfully expanding into international markets and complimentary lines of business;

•the potential impact of product liability claims;

•the risk that we fail to comply with requirements imposed by applicable law or government regulations;

•risks related to our ability to effectively finance and integrate acquired businesses;

•risks related to our access to borrowed funds in order to grow and any default by us under our indebtedness that could have a material adverse impact on cash flow and liquidity;

•our level of indebtedness and the terms of our indebtedness could adversely affect our business and liquidity position;

•the risk that the implementation of various initiatives, the timing and successful completion of acquisitions, construction schedules and the possibility that other cash requirements could result in delays or cancellations of capital spending;

•the risk that divestiture of one or more of our businesses may not provide the anticipated effects on our operations;

•the risk that Brexit may adversely impact our operations in the U.K., including those of the Brakes Group;

•the risk that future labor disruptions or disputes could disrupt the integration of Brake France and Davigel into Sysco France and our operations in France and the EU generally;

•the risk that factors beyond management’s control, including fluctuations in the stock market, as well as management’s future subjective evaluation of the company’s needs, would impact the timing of share repurchases;

•due to our reliance on technology, any technology disruption or delay in implementing new technology could have a material negative impact on our business;

•the risk that a cybersecurity incident and other technology disruptions could negatively impact our business and our relationships with customers;

•the risk that changes in the method of determining LIBOR, or the replacement of LIBOR with an alternative reference rate, may adversely affect interest expense related to outstanding debt;

•the potential requirement to pay material amounts under our multiemployer defined benefit pension plans;

•our funding requirements for our company-sponsored qualified pension plan may increase should financial markets experience future declines;

•labor issues, including the renegotiation of union contracts and shortage of qualified labor;

•capital expenditures may vary based on changes in business plans and other factors, including risks related to the implementation of various initiatives, the timing and successful completion of acquisitions, construction schedules and the possibility that other cash requirements could result in delays or cancellations of capital spending;

•the risk that the anti-takeover benefits provided by our preferred stock may not be viewed as beneficial to stockholders; and

•the risk that the exclusive forum provisions in our amended and restated bylaws could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

For a more detailed discussion of factors that could cause actual results to differ from those contained in the forward-looking statements, see the risk factors discussion contained in Item 1A of our fiscal 2022 Form 10-K and in Item 1A of Part II of this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our market risks consist of interest rate risk, foreign currency exchange rate risk, fuel price risk and investment risk. For a discussion on our exposure to market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risks” in our fiscal 2022 Form 10-K. There have been no significant changes to our market risks since July 2, 2022.

Item 4.  Controls and Procedures

Sysco’s management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of October 1, 2022. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Sysco’s disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives. Based on the evaluation of our disclosure controls and procedures as of October 1, 2022, our chief executive officer and chief financial officer concluded that, as of such date, Sysco’s disclosure controls and procedures were effective at the reasonable assurance level.

There have been no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fiscal quarter ended October 1, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 1.  Legal Proceedings

Environmental Matters

Item 103 of SEC Regulation S-K requires disclosure of certain environmental matters in which a governmental authority is a party to the proceedings and when such proceedings involve the potential for monetary sanctions that Sysco’s management reasonably believes will exceed a specified threshold. Pursuant to recent SEC amendments to this item, Sysco has chosen a reporting threshold for such proceedings of $1 million. Applying this threshold, there are no material environmental matters to disclose for this period.

From time to time, we may be party to legal proceedings that arise in the ordinary course of our business. We do not believe there are any pending legal proceedings that, individually or in the aggregate, will have a material adverse effect on the company’s financial condition, results of operations or cash flows.

Item 1A.  Risk Factors

There were no material changes from the risk factors disclosed in Item 1A of our fiscal 2022 Form 10-K.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

None

Issuer Purchases of Equity Securities

We made the following share repurchases during the first quarter of fiscal 2023:

ISSUER PURCHASES OF EQUITY SECURITIES
Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
Month #1
July 3 - July 30 3,099,268 $ 86.37 267,680,804 —
Month #2
July 31 - Aug 27 4,638 86.18 399,720 —
Month #3
Aug 28 - October 1 1,191 83.89 99,913 —
Totals 3,105,097 $ 86.37 268,180,437 — (1) The total number of shares purchased includes 0, 4,638 and 1,191 shares tendered by individuals in connection with stock option exercises in Month #1, Month #2 and Month #3, respectively.
--- ---
(2) See the discussion in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Equity Transactions” for additional information regarding Sysco’s share repurchase program.

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Mine Safety Disclosures

Not applicable

Item 5.  Other Information

None

Item 6.  Exhibits

The exhibits listed on the Exhibit Index below are filed as a part of this Quarterly Report on Form 10-Q.

EXHIBIT INDEX

3.1 — Restated Certificate of Incorporation, incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).
3.2 — Certificate of Amendment to Restated Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(e) to Form 10-Q for the quarter ended December 27, 2003 (File No. 1-6544).
3.3 — Form of Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(c) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).
3.4 — Amended and Restated Bylaws of Sysco Corporation dated August 27, 2021, incorporated by reference to Exhibit 3.4 to the Form 10-K for the year ended July 3, 2021 filed on August 30, 2021 (File No. 1-6544).
10.1# — Form of Amended and Restated Commercial Paper Dealer Agreement, dated as of September 2, 2022, by and between Sysco Corporation, as Issuer, and the applicable Dealer party thereto.
10.2# — Amended and Restated Issuing and Paying Agent Agreement, dated as of September 2, 2022, by and between U.S. Bank Trust Company, National Association, as Issuing and Paying Agent, and Sysco Corporation, as Issuer.
10.3†# — Sysco Corporation Annual Incentive Program (AIP) For Corporate AIP Bonus-Eligible Positions (Fiscal Year 2023) adopted effective July 29, 2022.
10.4†# — Form of Stock Option Grant Agreement (Fiscal Year 2023) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan.
10.5†# — Form of Restricted Stock Unit Grant Agreement (Fiscal Year 2023) for executive officers under the SyscoCorporation 2018 Omnibus Incentive Plan.
10.6†# — Form of Performance Share Unit Grant Agreement (Fiscal Year 2023) for executive officers under the SyscoCorporation 2018 Omnibus Incentive Plan.
10.7† — Summary of Named Executive Officer Compensation, incorporated by reference to the section entitled “Executive Compensation” in the Sysco Corporation Proxy Statement filed on October 6, 2022 (File No. 1-6544).
22.1 — Subsidiary Guarantors and Issuers of Guaranteed Securities, incorporated by reference to Exhibit 22.1 to the Form 10-K for the year ended July 2, 2022 filed on August 26, 2022 (File No. 1-6544).
31.1# — CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2# — CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1# — CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2# — CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH# — Inline XBRL Taxonomy Extension Schema Document
101.CAL# — Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF# — Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB# — Inline XBRL Taxonomy Extension Labels Linkbase Document
--- --- ---
101.PRE# — Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 — Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

___________

† Executive Compensation Arrangement pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K

Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Sysco Corporation
(Registrant)
Date: November 1, 2022 By: /s/ KEVIN P. HOURICAN
Kevin P. Hourican
President and Chief Executive Officer
Date: November 1, 2022 By: /s/ AARON E. ALT
Aaron E. Alt
Executive Vice President and
Chief Financial Officer
Date: November 1, 2022 By: /s/ SCOTT B. STONE
Scott B. Stone
Vice President of Financial Reporting
and Interim Chief Accounting Officer

45

Document

Exhibit 10.1

AMENDED AND RESTATED COMMERCIAL PAPER DEALER AGREEMENT<br>4(a)(2) PROGRAM
between
SYSCO CORPORATION, as Issuer
and
[   ], as Dealer
Concerning Notes to be issued pursuant to an Issuing and Paying<br>Agency Agreement dated as of [   ] between the Issuer<br>and [   ], as Issuing and Paying Agent
Dated as of
[   ]

Amended and Restated Commercial Paper Dealer Agreement

4(a)(2) Program

This agreement (the “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.

Certain terms used in this Agreement are defined in Section 6 hereof.

Any addendums, annexes or exhibits described in this Agreement or such addendum are hereby incorporated into this Agreement and made fully a part hereof.

1.Offers, Sales and Resales of Notes.

1.1While (i) the Issuer has and shall have no obligation to sell the Notes to the Dealer or to permit the Dealer to arrange any sale of the Notes for the account of the Issuer, and (ii) the Dealer has and shall have no obligation to purchase the Notes from the Issuer or to arrange any sale of the Notes for the account of the Issuer, the parties hereto agree that in any case where the Dealer purchases Notes from the Issuer, or arranges for the sale of Notes by the Issuer, such Notes will be purchased or sold by the Dealer in reliance on the representations, warranties, covenants and agreements of the Issuer contained herein or made pursuant hereto and on the terms and conditions and in the manner provided herein.

1.2So long as this Agreement shall remain in effect, and in addition to the limitations contained in Section 1.7 hereof, the Issuer shall not, without the consent of the Dealer, offer, solicit or accept offers to purchase, or sell, any Notes except (a) in transactions with one or more dealers which may from time to time after the date hereof become dealers with respect to the Notes by executing with the Issuer one or more agreements which contain provisions substantially identical to those contained in Section 1 of this Agreement, of which the Issuer hereby undertakes to provide the Dealer prompt notice or (b) in transactions with the other dealers listed in this Section 1.2, which are executing agreements with the Issuer which contain provisions substantially identical to Section 1 of this Agreement contemporaneously herewith (in the case of clauses (a) and (b), each an “Other Dealer” and collectively, the “Other Dealers”). In no event shall the Issuer offer, solicit or accept offers to purchase, or sell, any Notes directly on its own behalf in transactions with persons other than Other Dealers as specifically permitted in this Section 1.2. The Other Dealers referred to in this Section 1.2 are [   ].

1.3The Notes shall be in a minimum Face Amount of $250,000 or integral multiples of $1,000 in excess thereof, will bear such interest rates, if interest bearing, or will be sold at such discount from their Face Amounts, as shall be agreed upon by the Dealer and the Issuer, shall have a maturity not exceeding 270 days from the date of issuance and may have such terms as are specified in Exhibit C hereto or the Private Placement Memorandum. The Notes shall not contain any provision for extension, renewal or automatic “rollover.”

Exhibit 10.1

1.4The authentication and issuance of, and payment for, the Notes shall be effected in accordance with the Issuing and Paying Agency Agreement, and the Notes shall be either individual physical certificates or book-entry notes evidenced by one or more master notes (each, a “Master Note”) registered in the name of The Depository Trust Company (“DTC”) or its nominee, in the form or forms delivered to the Dealer.

1.5If the Issuer and the Dealer shall agree on the terms of the purchase of any Note by the Dealer or the sale of any Note arranged by the Dealer (including, but not limited to, agreement with respect to the date of issue, purchase price, principal amount, maturity and interest rate or interest rate index and margin (in the case of interest-bearing Notes) or discount thereof (in the case of Notes issued on a discount basis), and appropriate compensation for the Dealer’s services hereunder) pursuant to this Agreement, the Issuer shall cause such Note to be issued and delivered in accordance with the terms of the Issuing and Paying Agency Agreement and payment for such Note shall be made by the purchaser thereof, either directly or through the Dealer, to the Issuing and Paying Agent, for the account of the Issuer. Except as otherwise agreed, in the event that the Dealer is acting as an agent and a purchaser shall either fail to accept delivery of or make payment for a Note on the date fixed for settlement, the Dealer shall promptly notify the Issuer, and if the Dealer has theretofore paid the Issuer for the Note, the Issuer will promptly return such funds to the Dealer against its return of the Note to the Issuer, in the case of a certificated Note, and upon notice of such failure in the case of a book-entry Note. If such failure occurred for any reason other than default by the Dealer, the Issuer shall reimburse the Dealer on an equitable basis for the Dealer’s loss of the use of such funds for the period such funds were credited to the Issuer’s account.

1.6In the case of any agreement by the Dealer to purchase a Note hereunder (other than as agent) which provides for a settlement date that is three New York Business Days or more after the date of such agreement, the obligation of the Dealer to purchase the Note under such agreement shall be subject to the conditions set forth on Exhibit D.

1.7The Dealer and the Issuer hereby establish and agree to observe the following procedures in connection with offers, sales and subsequent resales or other transfers of the Notes:

(a)Offers and sales of the Notes by or through the Dealer shall be made only to: (i) investors reasonably believed by the Dealer to be Qualified Institutional Buyers or Institutional Accredited Investors and (ii) non-bank fiduciaries or agents that will be purchasing Notes for one or more accounts, each of which is reasonably believed by the Dealer to be an Institutional Accredited Investor.

(b)Resales and other transfers of the Notes by the holders thereof shall be made only in accordance with the restrictions in the legend described in clause (e) below.

(c)No general solicitation or general advertising shall be used in connection with the offering of the Notes. Without limiting the generality of the foregoing, without the prior written approval of the Dealer, the Issuer shall not issue any press release or place or publish any “tombstone” or other advertisement relating to the Notes.

Exhibit 10.1

(d)No sale of Notes to any one purchaser shall be for less than $250,000 Face Amount, and no Note shall be issued in a smaller Face Amount. If the purchaser is a non-bank fiduciary acting on behalf of others, each person for whom such purchaser is acting must purchase at least $250,000 Face Amount of Notes.

(e)Offers and sales of the Notes shall be subject to the restrictions described in the legend appearing on Exhibit A hereto. A legend substantially to the effect of such Exhibit A shall appear as part of the Private Placement Memorandum used in connection with offers and sales of Notes hereunder, as well as on each individual certificate representing a Note and each Master Note representing book-entry Notes offered and sold pursuant to this Agreement.

(f)The Dealer shall furnish or make available or shall have furnished or made available to each purchaser of Notes for which it has acted as the Dealer a copy of the then-current Private Placement Memorandum unless such purchaser has previously received or had made available to it a copy of the Private Placement Memorandum as then in effect. The Private Placement Memorandum shall expressly state that any person to whom Notes are offered shall have an opportunity to ask questions of, and receive information from, the Issuer and the Dealer and shall provide the names, addresses and telephone numbers of the persons from whom information regarding the Issuer may be obtained.

(g)The Issuer agrees, for the benefit of the Dealer and each of the holders and prospective purchasers from time to time of the Notes that, if at any time the Issuer shall not be subject to Section 13 or 15(d) of the Exchange Act, the Issuer will furnish, upon request and at its expense, to the Dealer and to holders and prospective purchasers of Notes information required by Rule 144A(d)(4)(i) in compliance with Rule 144A(d).

(h)In the event that any Note offered or to be offered by the Dealer would be ineligible for resale under Rule 144A, the Issuer shall immediately notify the Dealer (by telephone, confirmed in writing) of such fact and shall promptly prepare and deliver to the Dealer an amendment or supplement to the Private Placement Memorandum describing the Notes that are ineligible, the reason for such ineligibility and any other relevant information relating thereto.

(i)The Issuer represents that it is not currently issuing commercial paper in the United States market in reliance upon the exemption provided by Section 3(a)(3) of the Securities Act. The Issuer agrees that, if it shall issue commercial paper after the date hereof in reliance upon such exemption (a) the proceeds from the sale of the Notes will be segregated from the proceeds of the sale of any such commercial paper by being placed in a separate account; (b) the Issuer will institute appropriate corporate procedures to ensure that the offers and sales of notes issued by the Issuer pursuant to the Section 3(a)(3) exemption are not integrated with offerings and sales of Notes hereunder; and (c) the Issuer will comply with each of the requirements of Section 3(a)(3) of the Securities Act in selling

Exhibit 10.1

commercial paper or other short-term debt securities other than the Notes in the United States.

1.8The Issuer hereby represents and warrants to the Dealer, in connection with offers, sales and resales of Notes, as follows:

(j)The Issuer hereby confirms to the Dealer that (except as permitted by Section 1.6(i)) within the preceding six months neither the Issuer nor any person other than the Dealer or the Other Dealers acting on behalf of the Issuer has offered or sold any Notes, or any substantially similar security of the Issuer (including, without limitation, medium-term notes issued by the Issuer), to, or solicited offers to buy any such security from, any person other than the Dealer or the Other Dealers. The Issuer also agrees that (except as permitted by Section 1.6(i)), as long as the Notes are being offered for sale by the Dealer and the Other Dealers as contemplated hereby and until at least six months after the offer of Notes hereunder has been terminated, neither the Issuer nor any person other than the Dealer or the Other Dealers (except as contemplated by Section 1.2 hereof) will offer the Notes or any substantially similar security of the Issuer for sale to, or solicit offers to buy any such security from, any person other than the Dealer or the Other Dealers, it being understood that such agreement is made with a view to bringing the offer and sale of the Notes within the exemption provided by Section 4(a)(2) of the Securities Act and shall survive any termination of this Agreement. The Issuer hereby represents and warrants that it has not taken or omitted to take, and will not take or omit to take, any action, which action (or the absence thereof, in the case of an omission) would cause the offering and sale of Notes hereunder to be integrated with any other offering of securities, whether such offering is made by the Issuer or some other party or parties.

(k)The Issuer represents and agrees that the proceeds of the sale of the Notes are not currently contemplated to be used for the purpose of buying, carrying or trading securities within the meaning of Regulation T and the interpretations thereunder by the Board of Governors of the Federal Reserve System. In the event that the Issuer determines to use such proceeds for the purpose of buying, carrying or trading securities, whether in connection with an acquisition of another company or otherwise, the Issuer shall give the Dealer at least five business days’ prior written notice to that effect. The Issuer shall also give the Dealer prompt notice of the actual date that it commences to purchase securities with the proceeds of the Notes. Thereafter, in the event that the Dealer purchases Notes as principal and does not resell such Notes on the day of such purchase, to the extent necessary to comply with Regulation T and the interpretations thereunder, the Dealer will sell such Notes either (i) only to offerees it reasonably believes to be Qualified Institutional Buyers or to Qualified Institutional Buyers it reasonably believes are acting for other Qualified Institutional Buyers, in each case in accordance with Rule 144A or (ii) in a manner which would not cause a violation of Regulation T and the interpretations thereunder.

Exhibit 10.1

1.9The Issuer shall not issue Notes, or request the Dealer to offer and sell Notes, to the extent that after giving effect to such issuance and the application of the proceeds thereof, the aggregate Face Amount of outstanding Notes under the Program would exceed the Maximum Amount. The Issuer may from time to time increase the Maximum Amount by:

(a)giving at least ten (10) days’ notice by letter substantially in the form attached hereto as Exhibit E (the “Notification Letter for an Increase in the Maximum Amount”) to the Dealer and the Issuing and Paying Agent; and

(b)delivery of (i) a certificate from a duly authorized officer of the Issuer confirming that no changes have been made to the organizational documents of the Issuer since the date a certified copy thereof was most recently delivered to the Dealer or, if there has been any such change, a certified copy of the related organizational documents currently in force; (ii) certified copies of all documents evidencing the internal authorization and approval required to be adopted by the Issuer for such an increase in the Maximum Amount; (iii) a list of names, titles and specimen signatures of the persons authorized to sign on behalf of the Issuers all notices and other documents to be delivered in connection with such an increase in the Maximum Amount to the extent there is a change in such persons following the increase in the Maximum Amount; (iv) an updated or supplemental Private Placement Memorandum reflecting the increase in the Maximum Amount; (v) an opinion of counsel in form and substance satisfactory to the Dealer as to (A) the due authorization, validity and enforceability of the Notes issued pursuant to the Issuing and Paying Agency Agreement, and (B) such other matters as the Dealer may reasonably request, in each case after giving effect to the increase in the Maximum Amount; (vi) evidence from each nationally recognized statistical rating organization providing a rating of the Notes either (A) that such rating has been confirmed after giving effect to the increase in the Maximum Amount or (B) setting forth any change in the rating of the Notes after giving effect to the increase in the Maximum Amount; and (vii) such other certificates, opinions, letters and documents as the Dealer shall have reasonably requested.

2.Representations and Warranties of Issuer.

The Issuer represents and warrants that:

2.1The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agreement.

2.2This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Exhibit 10.1

2.3The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

2.4The offer and sale of the Notes in the manner contemplated hereby do not require registration of the Notes under the Securities Act, pursuant to the exemption from registration contained in Section 4(a)(2) thereof, and no indenture in respect of the Notes is required to be qualified under the Trust Indenture Act of 1939, as amended.

2.5The Notes will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer.

2.6No consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes or the Issuing and Paying Agency Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes.

2.7Neither the execution and delivery of this Agreement and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Issuer, or (ii) violate or result in a breach or a default under (a) any of the terms of the Issuer’s charter documents or by-laws, (b) any contract or instrument to which the Issuer is a party or by which it or its property is bound, or (c) any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer is subject or by which it or its property is bound, which violation, breach or default with respect to clauses (b) or (c) might have a material adverse effect on the condition (financial or otherwise), operations or business prospects of the Issuer or the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement.

2.8There is no litigation or governmental proceeding pending, or to the knowledge of the Issuer threatened, against or affecting the Issuer or any of its subsidiaries which might result in a material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer or the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement.

2.9The Issuer is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Exhibit 10.1

2.10Neither the Private Placement Memorandum nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

2.11None of the Issuer, any of its subsidiaries nor, to the knowledge of the Issuer or its subsidiaries, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Issuer or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; (iv) violated or is in violation of any provision of the Bribery Act 2010 of the United Kingdom; (v) violated or is in violation of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; or (vi) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; and the Issuer and its subsidiaries have instituted policies and procedures designed to ensure compliance with applicable anti-bribery and anti-corruption laws.

2.12The operations of the Issuer and its subsidiaries are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 and applicable money laundering statutes (collectively, the “Money Laundering Laws”) and no action, suit or proceeding involving the Issuer or any of its subsidiaries with respect to the Money Laundering Laws is pending or threatened.

2.13None of the Issuer, any of its subsidiaries or, to the knowledge of the Issuer or its subsidiaries, any director, officer, agent, employee or affiliate of the Issuer or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, or by the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority with jurisdiction over the Issuer or its subsidiaries (collectively, “Sanctions”), and the Issuer will not directly or indirectly use the proceeds of the offering of the Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or in any country or territory that, at the time of such funding, is subject to a general export, import, financial or investment embargo under Sanctions, or (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as dealer, advisor, investor or otherwise) of Sanctions. This Section 2.13 applies only if and to the extent that it does not result in a violation of Council Regulation (EC) No. 2271/96 of 22 November 1996 or any other applicable anti-boycott or similar laws or regulations.

Exhibit 10.1

2.14Each (a) sale or issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by the Issuer to the Dealer, as of the date thereof, that, both before and after giving effect to such sale or issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (iii) in the case of an issuance or sale of Notes by the Issuer, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer which has not been disclosed to the Dealer in writing or through its filings with the SEC which are published online in the SEC’s EDGAR system.

3.Covenants and Agreements of Issuer.

The Issuer covenants and agrees that:

3.1The Issuer will give the Dealer prompt notice (but in any event prior to any subsequent sale or issuance of Notes by the Issuer hereunder) of any amendment to, modification of or waiver with respect to, the Notes or the Issuing and Paying Agency Agreement, including a complete copy of any such amendment, modification or waiver.

3.2The Issuer shall, whenever there shall occur any change in the Issuer’s condition (financial or otherwise), operations or business prospects or any development or occurrence in relation to the Issuer that would be material to holders of the Notes or potential holders of the Notes (including any downgrading or receipt of any notice of intended or potential downgrading or any review for potential change in the rating accorded any of the Issuer’s securities by any nationally recognized statistical rating organization which has published a rating of the Notes), promptly, and in any event prior to any subsequent sale or issuance of Notes by the Issuer hereunder, notify the Dealer (by telephone, confirmed in writing) of such change, development or occurrence.

3.3The Issuer shall from time to time furnish to the Dealer such information as the Dealer may reasonably request, including, without limitation, any press releases or material provided by the Issuer to any national securities exchange or rating agency, regarding (i) the Issuer’s operations and financial condition, (ii) the due authorization and execution of the Notes and (iii) the Issuer’s ability to pay the Notes as they mature.

3.4The Issuer will take all such action as the Dealer may reasonably request to ensure that each offer and each sale of the Notes will comply with any applicable state Blue Sky laws; provided, however, that the Issuer shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or subject

Exhibit 10.1

itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

3.5The Issuer will not be in default of any of its obligations hereunder, under the Notes or under the Issuing and Paying Agency Agreement, at any time that any of the Notes are outstanding.

3.6The Issuer shall not issue or sell Notes hereunder until the Dealer shall have received (a) an opinion of counsel to the Issuer, addressed to the Dealer, satisfactory in form and substance to the Dealer, (b) a copy of the executed Issuing and Paying Agency Agreement as then in effect, (c) a copy of resolutions adopted by the Board of Directors of the Issuer, satisfactory in form and substance to the Dealer and certified by the Secretary or similar officer of the Issuer, authorizing execution and delivery by the Issuer of this Agreement, the Issuing and Paying Agency Agreement and the Notes and consummation by the Issuer of the transactions contemplated hereby and thereby, (d) prior to the issuance of any book-entry Notes represented by a master note registered in the name of DTC or its nominee, a copy of the executed Letter of Representations among the Issuer, the Issuing and Paying Agent and DTC and of the executed master note, (e) prior to the issuance of any Notes in physical form, a copy of such form (unless attached to this Agreement or the Issuing and Paying Agency Agreement) and (f) such other certificates, opinions, letters and documents as the Dealer shall have reasonably requested.

3.7The Issuer shall reimburse the Dealer for all of the Dealer’s out-of-pocket expenses related to this Agreement, including expenses incurred in connection with its preparation and negotiation, and the transactions contemplated hereby (including, but not limited to, the printing and distribution of the Private Placement Memorandum), and, if applicable, for the reasonable fees and out-of-pocket expenses of the Dealer’s counsel.

3.8The Issuer shall not file a Form D (as referenced in Rule 503 under the Securities Act) at any time in respect of the offer or sale of the Notes.

4.Disclosure.

4.1The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer. The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer concerning the offering of Notes and to obtain relevant additional information which the Issuer possesses or can acquire without unreasonable effort or expense.

4.2The Issuer agrees to promptly furnish the Dealer the Company Information as it becomes available. In the case of Company Information that is described in clause (i) of the definition of “Company Information” herein, the Issuer’s reports that are published online in the SEC’s EDGAR system shall be considered to have been furnished to the Dealer for the purposes of this Section 4.2.

4.3(a) The Issuer further agrees to notify the Dealer promptly in writing upon the occurrence of any event relating to or affecting the Issuer that would cause the Company Information then in

Exhibit 10.1

existence to include an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.

(b) In the event that the Issuer gives the Dealer notice pursuant to Section 4.3(a) and the Dealer notifies the Issuer that it then has Notes it is holding in inventory, the Issuer agrees to promptly supplement or amend the Private Placement Memorandum so that the Private Placement Memorandum, as amended or supplemented, shall not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Issuer shall make such supplement or amendment available to the Dealer.

(c) In the event that (i) the Issuer gives the Dealer notice pursuant to Section 4.3(a), (ii) the Dealer does not notify the Issuer that it is then holding Notes in inventory and (iii) the Issuer chooses not to promptly amend or supplement the Private Placement Memorandum in the manner described in clause (b) above, then all solicitations and sales of Notes shall be suspended until such time as the Issuer has so amended or supplemented the Private Placement Memorandum, and made such amendment or supplement available to the Dealer.

(d) Without limiting the generality of Section 4.3(a), the Issuer shall review, amend and supplement the Private Placement Memorandum on a periodic basis, but no less than at least once annually, to incorporate current financial information of the Issuer to the extent necessary to ensure that the information provided in the Private Placement Memorandum is accurate and complete.

5.Indemnification and Contribution.

5.1The Issuer will indemnify and hold harmless the Dealer, each individual, corporation, partnership, trust, association or other entity controlling the Dealer, any affiliate of the Dealer or any such controlling entity and their respective directors, officers, employees, partners, incorporators, shareholders, servants, trustees and agents (hereinafter the “Indemnitees”) against any and all liabilities, penalties, suits, causes of action, losses, damages, claims, costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) or judgments of whatever kind or nature (each a “Claim”), imposed upon, incurred by or asserted against the Indemnitees arising out of or based upon (i) any allegation that the Private Placement Memorandum, the Company Information or any information provided by the Issuer to the Dealer included (as of any relevant time) or includes an untrue statement of a material fact or omitted (as of any relevant time) or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) the breach by the Issuer of any agreement, covenant or representation made in or pursuant to this Agreement. The indemnification provided for in clause (i) of the immediately preceding sentence shall not apply to the extent that the Claim arises out of or is based upon Dealer Information, and the indemnification provided for in clause (ii) of the immediately preceding sentence shall not apply

Exhibit 10.1

to the extent that the Claim is determined by a court of competent jurisdiction to have resulted from an Indemnitee’s gross negligence or willful misconduct.

5.2Provisions relating to claims made for indemnification under this Section 5 are set forth on Exhibit B to this Agreement.

5.3In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 5 is held to be unavailable or insufficient to hold harmless the Indemnitees, although applicable in accordance with the terms of this Section 5, the Issuer shall contribute to the aggregate costs incurred by the Dealer in connection with any Claim in the proportion of the respective economic interests of the Issuer and the Dealer; provided, however, that such contribution by the Issuer shall be in an amount such that the aggregate costs incurred by the Dealer do not exceed the aggregate of the commissions and fees earned by the Dealer hereunder with respect to the issue or issues of Notes to which such Claim relates. The respective economic interests shall be calculated by reference to the aggregate proceeds to the Issuer of the Notes issued hereunder and the aggregate commissions and fees earned by the Dealer hereunder.

6.Definitions.

6.1 “BHC Act Affiliate” shall have the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

6.2“Claim” shall have the meaning set forth in Section 5.1.

6.3“Company Information” at any given time shall mean the Private Placement Memorandum together with, to the extent applicable, (i) the Issuer’s most recent report on Form 10-K filed with the SEC and each report on Form 10-Q or 8-K filed by the Issuer with the SEC since the most recent Form 10-K, (ii) the Issuer’s most recent annual audited financial statements and each interim financial statement or report prepared subsequent thereto, if not included in item (i) above, (iii) the Issuer’s and its affiliates’ other publicly available recent reports, including, but not limited to, any publicly available filings or reports provided to their respective shareholders, (iv) any other information or disclosure prepared pursuant to Section 4.3 hereof and (v) any information prepared or approved by the Issuer for dissemination to investors or potential investors in the Notes.

6.4“Covered Entity” shall mean any of the following: a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

6.5“Current Issuing and Paying Agent” shall have the meaning set forth in Section 7.9.

6.6“Dealer Information” shall mean material concerning the Dealer provided by the Dealer in writing expressly for inclusion in the Private Placement Memorandum.

Exhibit 10.1

6.7“Default Right” shall have the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

6.8“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.

6.9“Face Amount” shall mean (i) with respect to any interest-bearing Note, the principal amount of such Note, and (ii) with respect to any Note sold at a discount, the amount payable with respect to such Note at the maturity thereof.

6.10 “Indemnitee” shall have the meaning set forth in Section 5.1.

6.11“Institutional Accredited Investor” shall mean an institutional investor that is an accredited investor within the meaning of Rule 501(a) under the Securities Act and that has such knowledge and experience in financial and business matters that it is capable of evaluating and bearing the economic risk of an investment in the Notes, including, but not limited to, a bank, as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.

6.12“Issuing and Paying Agency Agreement” shall mean the issuing and paying agency agreement described on the cover page of this Agreement, or any replacement thereof, as such agreement may be amended or supplemented from time to time.

6.13“Issuing and Paying Agent” shall mean the party designated as such on the cover page of this Agreement, or any successor thereto or replacement thereof, as issuing and paying agent under the Issuing and Paying Agency Agreement.

6.14“Maximum Amount” shall mean the maximum of the aggregate Face Amount of Notes permitted to be outstanding under the Program at any time (whether sold through the Dealer or Other Dealers), which such aggregate Face Amount shall not exceed $3,000,000,000, unless such amount is increased in accordance with Section 1.9 hereof.

6.15“Money Laundering Laws” shall have the meaning set forth in Section 2.12.

6.16“Non-bank fiduciary or agent” shall mean a fiduciary or agent other than (a) a bank, as defined in Section 3(a)(2) of the Securities Act, or (b) a savings and loan association, as defined in Section 3(a)(5)(A) of the Securities Act.

6.17 “Private Placement Memorandum” shall mean offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).

6.18“Program” shall mean the commercial paper program of the Issuer as contemplated by this Agreement and the Issuing and Paying Agency Agreement.

Exhibit 10.1

6.19“Qualified Institutional Buyer” shall have the meaning assigned to that term in Rule 144A.

6.20“Rule 144A” shall mean Rule 144A under the Securities Act.

6.21“Sanctions” shall have the meaning set forth in Section 2.13.

6.22“SEC” shall mean the U.S. Securities and Exchange Commission.

6.23“Securities Act” shall mean the U.S. Securities Act of 1933, as amended.

6.24 “U.S. Special Resolution Regime” shall mean each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

7.General

7.1Unless otherwise expressly provided herein, all notices under this Agreement to parties hereto shall be in writing and shall be effective when received at the address of the respective party set forth below:

For the Issuer:

Address: Sysco Corporation, 1390 Enclave Parkway, Houston, TX 77077

Attention: Israel Owodunni, Vice President and Treasurer

Telephone number: 281-584-1763

Fax number: 281-584-1792

For the Dealer:

Address: [   ]

Attention: [   ]

Telephone number: [   ]

Email: [   ]

7.2This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions.

7.3Each party agrees that any suit, action or proceeding brought by one party against the other in connection with or arising out of this Agreement or the Notes or the offer and sale of the Notes shall be brought solely in the United States federal courts located in the Borough of Manhattan or the courts of the State of New York located in the Borough of Manhattan. EACH OF THE DEALER AND THE ISSUER WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Exhibit 10.1

7.4This Agreement may be terminated, at any time, by the Issuer, upon one business day’s prior notice to such effect to the Dealer, or by the Dealer upon one business day’s prior notice to such effect to the Issuer. Any such termination, however, shall not affect the obligations of the Issuer under Sections 3.7, 5 and 7.3 hereof or the respective representations, warranties, agreements, covenants, rights or responsibilities of the parties made or arising prior to the termination of this Agreement.

7.5This Agreement is not assignable by either party hereto without the written consent of the other party; provided, however, that the Dealer may assign its rights and obligations under this Agreement to any affiliate of the Dealer provided that the Dealer shall not, absent the prior written consent of the Issuer, be released from (i) any liability to which the Dealer has theretofore become subject as a result of the Dealer’s prior breach of any of its covenants or representations hereunder or (ii) any liability or obligation arising out of any transaction initiated hereunder prior to such assignment.

7.6This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Each party to this Agreement agrees that the other party may execute its counterpart of this Agreement by (i) an “electronic signature”, whether digital or encrypted, to the maximum extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Electronic Signatures and Records Act of New York, or any similar state laws based on the Uniform Electronic Transactions Act, (ii) an electronic transmission (including electronic mail in portable document format (pdf.) form), or other electronic means that reproduces an image of a manually-signed counterpart, or (iii) a digital signature transmitted through DocuSign, Adobe Sign or any other secure portal for digitized signature of documents that complies with the U.S. federal ESIGN Act of 2000. Any such counterpart shall be effective to the same extent as delivery of a manually executed counterpart of this Agreement and treated as an original manually executed counterpart for all purposes of this Agreement.

7.7Except as provided in Section 5 with respect to non-party Indemnitees, this Agreement is for the exclusive benefit of the parties hereto, and their respective permitted successors and assigns hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.

7.8The Issuer acknowledges and agrees that (i) purchases and sales, or placements, of the Notes pursuant to this Agreement are arm’s-length commercial transactions between the Issuer, on the one hand, and the Dealer, on the other, (ii) in connection therewith and with the process leading to such transactions the Dealer is acting solely as a principal and not the agent or fiduciary of the Issuer, (iii) the Dealer has not assumed an advisory or fiduciary responsibility in favor of the Issuer with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Dealer has advised or is currently advising the Issuer on other matters) or any other obligation to the Issuer except the obligations expressly set forth in this Agreement and (iv) the Issuer has consulted its own legal and financial advisors to the extent it deemed appropriate. The

Exhibit 10.1

Issuer agrees that it will not claim that the Dealer has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Issuer, in connection with such transactions or the process leading thereto.

7.9The parties hereto agree that the Issuer may, in accordance with the terms of this Section 7.9, from time to time replace the party which is then acting as Issuing and Paying Agent (the “Current Issuing and Paying Agent”) with another party (such other party, the “Replacement Issuing and Paying Agent”), and enter into an agreement with the Replacement Issuing and Paying Agent covering the provision of issuing and paying agency functions in respect of the Notes by the Replacement Issuing and Paying Agent (the “Replacement Issuing and Paying Agency Agreement”) (any such replacement, a “Replacement”). From and after the effective date of any Replacement, except to the extent that the Issuing and Paying Agency Agreement provides that the Current Issuing and Paying Agent will continue to act in respect of Notes outstanding as of the effective date of such Replacement, the “Issuing and Paying Agent” for the Notes shall be deemed to be the Replacement Issuing and Paying Agent, all references to the “Issuing and Paying Agent” hereunder shall be deemed to refer to the Replacement Issuing and Paying Agent, and all references to the “Issuing and Paying Agency Agreement” hereunder shall be deemed to refer to the Replacement Issuing and Paying Agency Agreement. From and after the effective date of any Replacement, the Issuer shall not issue any Notes hereunder unless and until the Dealer shall have received: (i) a copy of the executed Replacement Issuing and Paying Agency Agreement, (ii) a copy of the executed Letter of Representations among the Issuer, the Replacement Issuing and Paying Agent and DTC, (iii) a copy of the executed Master Note authenticated by the Replacement Issuing and Paying Agent and registered in the name of DTC or its nominee, (iv) an amendment or supplement to the Private Placement Memorandum describing the Replacement Issuing and Paying Agent as the Issuing and Paying Agent for the Notes, and reflecting any other changes thereto necessary in light of the Replacement so that the Private Placement Memorandum, as amended or supplemented, satisfies the requirements of this Agreement, and (v) a legal opinion of counsel to the Issuer, addressed to the Dealer, in form and substance reasonably satisfactory to the Dealer, as to (a) the due authorization, delivery, validity and enforceability of Notes issued pursuant to the Replacement Issuing and Paying Agency Agreement, and (b) such other matters as the Dealer may reasonably request.

7.10Notwithstanding anything to the contrary in this Agreement, the parties hereto agree that:

(a)In the event that the Dealer that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Dealer of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b)In the event that the Dealer that is a Covered Entity or a BHC Act Affiliate of the Dealer becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against the Dealer are permitted to be

Exhibit 10.1

exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer and the Dealer, or any of them, with respect to the subject matter hereof.

Exhibit 10.1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written.

SYSCO CORPORATION, as Issuer
By:
Name: Israel Owodunni
Title: Vice President and Treasurer

Exhibit 10.1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written.

[   ], as Dealer
By:
Name:
Title: Authorized Signatory

Exhibit A

Form of Legend for Private Placement Memorandum and Notes

THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT (I) IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE ISSUER AND THE NOTES, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY DISTRIBUTION THEREOF AND (III) IT IS EITHER (A)(1) AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”) AND (2)(i) PURCHASING NOTES FOR ITS OWN ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A) OF THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A FIDUCIARY OR AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION) PURCHASING NOTES FOR ONE OR MORE ACCOUNTS EACH OF WHICH ACCOUNTS IS SUCH AN INSTITUTIONAL ACCREDITED INVESTOR; OR (B) A QUALIFIED INSTITUTIONAL BUYER (“QIB”) WITHIN THE MEANING OF RULE 144A UNDER THE ACT THAT IS ACQUIRING NOTES FOR ITS OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS, EACH OF WHICH ACCOUNTS IS A QIB; AND THE PURCHASER ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY RELY UPON THE EXEMPTION FROM THE REGISTRATION PROVISIONS OF SECTION 5 OF THE ACT PROVIDED BY RULE 144A. BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER THEREOF SHALL ALSO BE DEEMED TO AGREE THAT ANY RESALE OR OTHER TRANSFER THEREOF WILL BE MADE ONLY (A) IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ACT, EITHER (1) TO THE ISSUER OR TO A PLACEMENT AGENT DESIGNATED BY THE ISSUER AS A PLACEMENT AGENT FOR THE NOTES (COLLECTIVELY, THE “PLACEMENT AGENTS”), NONE OF WHICH SHALL HAVE ANY OBLIGATION TO ACQUIRE SUCH NOTE, (2) THROUGH A PLACEMENT AGENT TO AN INSTITUTIONAL ACCREDITED INVESTOR OR A QIB, OR (3) TO A QIB IN A TRANSACTION THAT MEETS THE REQUIREMENTS OF RULE 144A AND (B) IN MINIMUM AMOUNTS OF $250,000.

Exhibit 10.1

Exhibit B

Further Provisions Relating to Indemnification

(a)The Issuer agrees to reimburse each Indemnitee for all expenses (including reasonable fees and disbursements of internal and external counsel) as they are incurred by it in connection with investigating or defending any loss, claim, damage, liability or action in respect of which indemnification may be sought under Section 5 of the Agreement (whether or not it is a party to any such proceedings).

(b)Promptly after receipt by an Indemnitee of notice of the existence of a Claim, such Indemnitee will, if a claim in respect thereof is to be made against the Issuer, notify the Issuer in writing of the existence thereof; provided that (i) the omission so to notify the Issuer will not relieve the Issuer from any liability which it may have hereunder unless and except to the extent it did not otherwise learn of such Claim and such failure results in the forfeiture by the Issuer of substantial rights and defenses, and (ii) the omission so to notify the Issuer will not relieve it from liability which it may have to an Indemnitee otherwise than on account of this indemnity agreement. In case any such Claim is made against any Indemnitee and it notifies the Issuer of the existence thereof, the Issuer will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnitee, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee; provided that if the defendants in any such Claim include both the Indemnitee and the Issuer, and the Indemnitee shall have concluded that there may be legal defenses available to it which are different from or additional to those available to the Issuer, the Issuer shall not have the right to direct the defense of such Claim on behalf of such Indemnitee, and the Indemnitee shall have the right to select separate counsel to assert such legal defenses on behalf of such Indemnitee. Upon receipt of notice from the Issuer to such Indemnitee of the Issuer’s election so to assume the defense of such Claim and approval by the Indemnitee of counsel, the Issuer will not be liable to such Indemnitee for expenses incurred thereafter by the Indemnitee in connection with the defense thereof (other than reasonable costs of investigation) unless (i) the Indemnitee shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the Issuer shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel in the jurisdiction in which any Claim is brought), approved by the Dealer, representing the Indemnitee who is party to such Claim), (ii) the Issuer shall not have employed counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after notice of existence of the Claim or (iii) the Issuer has authorized in writing the employment of counsel for the Indemnitee. The indemnity, reimbursement and contribution obligations of the Issuer hereunder shall be in addition to any other liability the Issuer may otherwise have to an Indemnitee and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Issuer and any Indemnitee. The Issuer agrees that without the Dealer’s prior written consent, it will not settle, compromise or consent to the entry of any judgment in any Claim in respect of which indemnification may be sought under the indemnification provision of the Agreement (whether or not the Dealer or any other Indemnitee is an actual or potential party to such Claim), unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnitee from all

Exhibit 10.1

liability arising out of such Claim and (ii) does not include a statement as to or an admission of fault, culpability or failure to act, by or on behalf of any Indemnitee.

Exhibit 10.1

Exhibit C

Statement of Terms for Interest - Bearing Commercial Paper Notes of Sysco Corporation

THE PROVISIONS SET FORTH BELOW ARE QUALIFIED TO THE EXTENT APPLICABLE BY THE TRANSACTION SPECIFIC [PRICING] [PRIVATE PLACEMENT MEMORANDUM] SUPPLEMENT (THE “SUPPLEMENT”) (IF ANY) SENT TO EACH PURCHASER AT THE TIME OF THE TRANSACTION.

1.General. (a) The obligations of the Issuer to which these terms apply (each a “Note”) are represented by one or more Master Notes (each, a “Master Note”) issued in the name of (or of a nominee for) The Depository Trust Company (“DTC”), which Master Note includes the terms and provisions for the Issuer’s Interest-Bearing Commercial Paper Notes that are set forth in this Statement of Terms, since this Statement of Terms constitutes an integral part of the Underlying Records as defined and referred to in the Master Note.

(b) “Business Day” means any day other than a Saturday or Sunday that is neither a legal holiday nor a day on which banking institutions are authorized or required by law, executive order or regulation to be closed in New York City.

2.Interest.1 (a) Each Note will bear interest at a fixed rate (a “Fixed Rate Note”) or at a floating rate (a “Floating Rate Note”).

(b) The Supplement sent to each holder of such Note will describe the following terms: (i) whether such Note is a Fixed Rate Note or a Floating Rate Note and whether such Note is an Original Issue Discount Note (as defined below); (ii) the date on which such Note will be issued (the “Issue Date”); (iii) the Stated Maturity Date (as defined below); (iv) if such Note is a Fixed Rate Note, the rate per annum at which such Note will bear interest, if any, and the Interest Payment Dates; (v) if such Note is a Floating Rate Note, the Base Rate, the Index Maturity, the Interest Reset Dates, the Interest Payment Dates and the Spread and/or Spread Multiplier, if any (all as defined below), and any other terms relating to the particular method of calculating the interest rate for such Note; and (vi) any other terms applicable specifically to such Note. “Original Issue Discount Note” means a Note which has a stated redemption price at the Stated Maturity Date that exceeds its Issue Price by more than a specified de minimis amount and which the Supplement indicates will be an “Original Issue Discount Note”.

(c) Each Fixed Rate Note will bear interest from its Issue Date at the rate per annum specified in the Supplement until the principal amount thereof is paid or made available for payment. Interest on each Fixed Rate Note will be payable on the dates specified in the Supplement (each an “Interest Payment Date” for a Fixed Rate Note) and on the Maturity Date (as defined below). Interest on Fixed Rate Notes will be computed on the basis of a 360-day year of twelve 30-day months.

1 Notes may be issued utilizing index rates other than those set forth herein, including, without limitation, SOFR, BSBY, Ameribor, and OBFR, and such index rates may be incorporated by (i) modifying this Statement of Terms through a supplement to accommodate such alternative index rates, or (ii) expressly modifying the Statement of Terms to include such index rates.

Exhibit 10.1

If any Interest Payment Date or the Maturity Date of a Fixed Rate Note falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be payable on the next succeeding Business Day, and no additional interest will accrue in respect of the payment made on that next succeeding Business Day.

(d) The interest rate on each Floating Rate Note for each Interest Reset Period (as defined below) will be determined by reference to an interest rate basis (a “Base Rate”) plus or minus a number of basis points (one basis point equals one-hundredth of a percentage point) (the “Spread”), if any, and/or multiplied by a certain percentage (the “Spread Multiplier”), if any, until the principal thereof is paid or made available for payment. The Supplement will designate which of the following Base Rates is applicable to the related Floating Rate Note: (a) the CD Rate (a “CD Rate Note”), (b) the Commercial Paper Rate (a “Commercial Paper Rate Note”), (c) the Federal Funds Rate (a “Federal Funds Rate Note”), (d) the Prime Rate (a “Prime Rate Note”), (e) the Treasury Rate (a “Treasury Rate Note”) or (f) such other Base Rate as may be specified in such Supplement.

The rate of interest on each Floating Rate Note will be reset daily, weekly, monthly, quarterly or semi-annually (the “Interest Reset Period”). The date or dates on which interest will be reset (each an “Interest Reset Date”) will be, unless otherwise specified in the Supplement, in the case of Floating Rate Notes which reset daily, each Business Day, in the case of Floating Rate Notes (other than Treasury Rate Notes) that reset weekly, the Wednesday of each week; in the case of Treasury Rate Notes that reset weekly, the Tuesday of each week; in the case of Floating Rate Notes that reset monthly, the third Wednesday of each month; in the case of Floating Rate Notes that reset quarterly, the third Wednesday of March, June, September and December; and in the case of Floating Rate Notes that reset semiannually, the third Wednesday of the two months specified in the Supplement. If any Interest Reset Date for any Floating Rate Note is not a Business Day, such Interest Reset Date will be postponed to the next day that is a Business Day, except that if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day, unless otherwise specified in the Supplement. Interest on each Floating Rate Note will be payable monthly, quarterly or semiannually (the “Interest Payment Period”) and on the Maturity Date. Unless otherwise specified in the Supplement, and except as provided below, the date or dates on which interest will be payable (each an “Interest Payment Date” for a Floating Rate Note) will be, in the case of Floating Rate Notes with a monthly Interest Payment Period, on the third Wednesday of each month; in the case of Floating Rate Notes with a quarterly Interest Payment Period, on the third Wednesday of March, June, September and December; and in the case of Floating Rate Notes with a semiannual Interest Payment Period, on the third Wednesday of the two months specified in the Supplement. In addition, the Maturity Date will also be an Interest Payment Date.

If any Interest Payment Date for any Floating Rate Note (other than an Interest Payment Date occurring on the Maturity Date) would otherwise be a day that is not a Business Day, such Interest Payment Date shall be postponed to the next day that is a Business Day, except that if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day, unless otherwise specified in the Supplement. If the Maturity Date of a Floating Rate Note falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such maturity.

Exhibit 10.1

Interest payments on each Interest Payment Date for Floating Rate Notes will include accrued interest from and including the Issue Date or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, such Interest Payment Date. On the Maturity Date, the interest payable on a Floating Rate Note will include interest accrued to, but excluding, the Maturity Date. Accrued interest will be calculated by multiplying the principal amount of a Floating Rate Note by an accrued interest factor. This accrued interest factor will be computed by adding the interest factors calculated for each day in the period for which accrued interest is being calculated. The interest factor (expressed as a decimal) for each such day will be computed by dividing the interest rate applicable to such day by 360, in the cases where the Base Rate is the CD Rate, Commercial Paper Rate, Federal Funds Rate, or Prime Rate, or by the actual number of days in the year, in the case where the Base Rate is the Treasury Rate. The interest rate in effect on each day will be (i) if such day is an Interest Reset Date, the interest rate with respect to the Interest Determination Date (as defined below) pertaining to such Interest Reset Date, or (ii) if such day is not an Interest Reset Date, the interest rate with respect to the Interest Determination Date pertaining to the next preceding Interest Reset Date, subject in either case to any adjustment by a Spread and/or a Spread Multiplier.

The “Interest Determination Date” where the Base Rate is the CD Rate or the Commercial Paper Rate will be the second Business Day next preceding an Interest Reset Date. The Interest Determination Date where the Base Rate is the Federal Funds Rate or the Prime Rate will be the Business Day next preceding an Interest Reset Date. The Interest Determination Date where the Base Rate is the Treasury Rate will be the day of the week in which such Interest Reset Date falls when Treasury Bills are normally auctioned. Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is held on the following Tuesday or the preceding Friday. If an auction is so held on the preceding Friday, such Friday will be the Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. The Interest Determination Date where the Base Rate is a rate other than a specific rate set forth in this paragraph will be as set forth in the Supplement.

The “Index Maturity” is the period to maturity of the instrument or obligation from which the applicable Base Rate is calculated.

The “Calculation Date,” where applicable, shall be the earlier of (i) the tenth calendar day following the applicable Interest Determination Date or (ii) the Business Day preceding the applicable Interest Payment Date or Maturity Date.

All times referred to herein reflect New York City time, unless otherwise specified.

The Issuer shall specify in writing to the Issuing and Paying Agent which party will be the calculation agent (the “Calculation Agent”) with respect to the Floating Rate Notes. The Calculation Agent will provide the interest rate then in effect and, if determined, the interest rate which will become effective on the next Interest Reset Date with respect to such Floating Rate Note to the Issuing and Paying Agent as soon as the interest rate with respect to such Floating Rate Note has been determined and as soon as practicable after any change in such interest rate.

All percentages resulting from any calculation on Floating Rate Notes will be rounded to the nearest one hundred-thousandth of a percentage point, with five-one millionths of a percentage point rounded

Exhibit 10.1

upwards. For example, 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655). All dollar amounts used in or resulting from any calculation on Floating Rate Notes will be rounded, in the case of U.S. dollars, to the nearest cent or, in the case of a foreign currency, to the nearest unit (with one-half cent or unit being rounded upwards).

CD Rate Notes

“CD Rate” means the rate on any Interest Determination Date for negotiable certificates of deposit having the Index Maturity as published by the Board of Governors of the Federal Reserve System (the “FRB”) in “Statistical Release H.15, Selected Interest Rates” or any successor publication of the FRB (“H.15”) under the heading “CDs (Secondary Market)”.

If the above rate is not published in H.15 by 3:00 p.m. on the Calculation Date, the CD Rate will be the rate on such Interest Determination Date set forth in the daily update of H.15, available through the world wide website of the FRB, or any successor site or publication or other recognized electronic source used for the purpose of displaying the applicable rate (“H.15 Daily Update”) under the caption “CDs (Secondary Market)”.

If such rate is not published in either H.15 or H.15 Daily Update by 3:00 p.m. on the Calculation Date, the Calculation Agent will determine the CD Rate to be the arithmetic mean of the secondary market offered rates as of 10:00 a.m. on such Interest Determination Date of three leading nonbank dealers2 in negotiable U.S. dollar certificates of deposit in New York City selected by the Calculation Agent for negotiable U.S. dollar certificates of deposit of major United States money center banks of the highest credit standing in the market for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity in the denomination of $5,000,000.

If the dealers selected by the Calculation Agent are not quoting as set forth above, the CD Rate will remain the CD Rate then in effect on such Interest Determination Date.

Commercial Paper Rate Notes

“Commercial Paper Rate” means the Money Market Yield (calculated as described below) of the rate on any Interest Determination Date for commercial paper having the Index Maturity, as published in H.15 under the heading “Commercial Paper-Nonfinancial”.

If the above rate is not published in H.15 by 3:00 p.m. on the Calculation Date, then the Commercial Paper Rate will be the Money Market Yield of the rate on such Interest Determination Date for commercial paper of the Index Maturity as published in H.15 Daily Update under the heading “Commercial Paper-Nonfinancial”.

If by 3:00 p.m. on such Calculation Date such rate is not published in either H.15 or H.15 Daily Update, then the Calculation Agent will determine the Commercial Paper Rate to be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m. on such Interest Determination Date of three leading dealers of U.S. dollar commercial paper in New York City

2 Such nonbank dealers referred to in this Statement of Terms may include affiliates of the Dealer.

Exhibit 10.1

selected by the Calculation Agent for commercial paper of the Index Maturity placed for an industrial issuer whose bond rating is “AA,” or the equivalent, from a nationally recognized statistical rating organization.

If the dealers selected by the Calculation Agent are not quoting as mentioned above, the Commercial Paper Rate with respect to such Interest Determination Date will remain the Commercial Paper Rate then in effect on such Interest Determination Date.

“Money Market Yield” will be a yield calculated in accordance with the following formula:

Money Market Yield = D x 360 x 100
360 - (D x M)

where “D” refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal and “M” refers to the actual number of days in the interest period for which interest is being calculated.

Federal Funds Rate Notes

“Federal Funds Rate” means the rate on any Interest Determination Date for federal funds as published in H.15 under the heading “Federal Funds (Effective)” and displayed on Reuters Page (as defined below) FEDFUNDS1 (or any other page as may replace the specified page on that service) (“Reuters Page FEDFUNDS1”) under the heading EFFECT.

If the above rate does not appear on Reuters Page FEDFUNDS1 or is not so published by 3:00 p.m. on the Calculation Date, the Federal Funds Rate will be the rate on such Interest Determination Date as published in H.15 Daily Update under the heading “Federal Funds/(Effective)”.

If such rate is not published as described above by 3:00 p.m. on the Calculation Date, the Calculation Agent will determine the Federal Funds Rate to be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds arranged by each of three leading brokers of Federal Funds transactions in New York City selected by the Calculation Agent prior to 9:00 a.m. on such Interest Determination Date.

If the brokers selected by the Calculation Agent are not quoting as mentioned above, the Federal Funds Rate will remain the Federal Funds Rate then in effect on such Interest Determination Date.

“Reuters Page” means the display on Thomson Reuters Eikon, or any successor service, on the page or pages specified in this Statement of Terms or the Supplement, or any replacement page on that service.

Prime Rate Notes

“Prime Rate” means the rate on any Interest Determination Date as published in H.15 under the heading “Bank Prime Loan”.

Exhibit 10.1

If the above rate is not published in H.15 prior to 3:00 p.m. on the Calculation Date, then the Prime Rate will be the rate on such Interest Determination Date as published in H.15 Daily Update opposite the caption “Bank Prime Loan”.

If the rate is not published prior to 3:00 p.m. on the Calculation Date in either H.15 or H.15 Daily Update, then the Calculation Agent will determine the Prime Rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen US PRIME1 Page (as defined below) as such bank’s prime rate or base lending rate as of 11:00 a.m., on that Interest Determination Date.

If fewer than four such rates referred to above are so published by 3:00 p.m. on the Calculation Date, the Calculation Agent will determine the Prime Rate to be the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by 360 as of the close of business on such Interest Determination Date by three major banks in New York City selected by the Calculation Agent.

If the banks selected are not quoting as mentioned above, the Prime Rate will remain the Prime Rate in effect on such Interest Determination Date.

“Reuters Screen US PRIME1 Page” means the display designated as page “US PRIME1” on the Reuters Monitor Money Rates Service (or such other page as may replace the US PRIME1 page on that service for the purpose of displaying prime rates or base lending rates of major United States banks).

Treasury Rate Notes

“Treasury Rate” means:

(1) the rate from the auction held on the Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury Bills”) having the Index Maturity specified in the Supplement under the caption “INVEST RATE” on the display on the Reuters Page designated as USAUCTION10 (or any other page as may replace that page on that service) or the Reuters Page designated as USAUCTION11 (or any other page as may replace that page on that service), or

(2) if the rate referred to in clause (1) is not so published by 3:00 p.m. on the related Calculation Date, the Bond Equivalent Yield (as defined below) of the rate for the applicable Treasury Bills as published in H.15 Daily Update, under the caption “U.S. Government Securities/Treasury Bills/Auction High”, or

(3) if the rate referred to in clause (2) is not so published by 3:00 p.m. on the related Calculation Date, the Bond Equivalent Yield of the auction rate of the applicable Treasury Bills as announced by the United States Department of the Treasury, or

(4) if the rate referred to in clause (3) is not so announced by the United States Department of the Treasury, or if the Auction is not held, the Bond Equivalent Yield of the rate on the particular Interest Determination Date of the applicable Treasury Bills as published in H.15 under the caption “U.S. Government Securities/Treasury Bills/Secondary Market”, or

Exhibit 10.1

(5) if the rate referred to in clause (4) is not so published by 3:00 p.m. on the related Calculation Date, the rate on the particular Interest Determination Date of the applicable Treasury Bills as published in H.15 Daily Update, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market”, or

(6) if the rate referred to in clause (5) is not so published by 3:00 p.m. on the related Calculation Date, the rate on the particular Interest Determination Date calculated by the Calculation Agent as the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m. on that Interest Determination Date, of three primary United States government securities dealers selected by the Calculation Agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified in the Supplement, or

(7) if the dealers so selected by the Calculation Agent are not quoting as mentioned in clause (6), the Treasury Rate in effect on the particular Interest Determination Date.

“Bond Equivalent Yield” means a yield (expressed as a percentage) calculated in accordance with the following formula:

Bond Equivalent Yield = D x N X 100
360 - (D x M)

where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the applicable Interest Reset Period.

3.Final Maturity. The Stated Maturity Date for any Note will be the date so specified in the Supplement, which shall be no later than 270 days from the date of issuance. On its Stated Maturity Date, or any date prior to the Stated Maturity Date on which the particular Note becomes due and payable by the declaration of acceleration, each such date being referred to as a Maturity Date, the principal amount of such Note, together with accrued and unpaid interest thereon, will be immediately due and payable.

4.Events of Default. The occurrence of any of the following shall constitute an “Event of Default” with respect to a Note: (i) default in any payment of principal of or interest on such Note (including on a redemption thereof); (ii) the Issuer makes any compromise arrangement with its creditors generally including entering into any form of moratorium with its creditors generally; (iii) a court having jurisdiction shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or there shall be appointed a receiver, administrator, liquidator, custodian, trustee or sequestrator (or similar officer) with respect to the whole or substantially the whole of the assets of the Issuer and any such decree, order or appointment is not removed, discharged or withdrawn within 60 days thereafter; or (iv) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, administrator, liquidator, assignee, custodian, trustee or sequestrator (or similar official), with respect to the whole or substantially the whole of the assets of the Issuer or make any general assignment for the benefit of creditors. Upon the

Exhibit 10.1

occurrence of an Event of Default, the principal of each obligation evidenced by such Note (together with interest accrued and unpaid thereon) shall become, without any notice or demand, immediately due and payable.

5.Obligation Absolute. No provision of the Issuing and Paying Agency Agreement under which the Notes are issued shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on each Note at the times, place and rate, and in the coin or currency, herein prescribed.

6.Supplement. Any term contained in the Supplement shall supersede any conflicting term contained herein.

Exhibit 10.1

Exhibit D

In the case of any agreement by the Dealer to purchase a Note hereunder (other than as agent) which provides for a settlement date that is three New York Business Days or more after the date of such agreement, the obligation of the Dealer to purchase the Note under such agreement shall be subject to the following conditions:

(a)the representations and warranties given by the Issuer set forth above in Section 1.8 and Section 2 shall be true and correct on and as of the settlement date as if made on and as of such date, and the Issuer shall have performed all of its obligations hereunder to be performed as of such date,

(b)since the date of the most recent Private Placement Memorandum, there shall have been no material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer (whether occurring before or after such agreement was entered into) which was not disclosed to the Dealer in writing prior to the time such agreement was entered into,

(c)the Issuer shall not be in default of any of its obligations hereunder, under the Notes or under the Issuing and Paying Agency Agreement,

(d)on or after the date of such agreement there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Issuer’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Dealer makes it impracticable or inadvisable to proceed with the offering or the delivery of the Note on the terms and in the manner contemplated in the Private Placement Memorandum, and

(e)on or after the date of such agreement, (i) no downgrading shall have occurred in the rating accorded the Issuer’s debt securities by any nationally recognized statistical rating organization and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Issuer’s debt securities.

“New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Exhibit 10.1

Exhibit E

Notification Letter for an Increase in the Maximum Amount

[_____________], 20[__]

To:    [   ], as Dealer

cc.    [   ], as Issuing and Paying Agent

Re:    Commercial Paper Program of Sysco Corporation

Ladies and Gentlemen,

We refer to an amended and restated commercial paper dealer agreement, dated as of [ ], 20[ ] (as amended, supplemented and otherwise modified from time to time, the “Dealer Agreement”) between Sysco Corporation, as Issuer, and you, as Dealer, relating to a commercial paper program with a Maximum Amount of $[_________] as of the date hereof.

Capitalized terms used in this letter shall have the meanings ascribed to such terms in the Dealer Agreement.

In accordance with Section 1.9 of the Dealer Agreement, we hereby notify you that the Maximum Amount shall be increased from [_________] to [_________], effective on [_____________], 20[__], subject to the delivery to you and the Issuing and Paying Agent of the following documents:

(i)    a certificate from a duly authorized officer of the Issuer confirming that no changes have been made to the organizational documents of the Issuer since the date of the Dealer Agreement or, if there have been any changes, a certified copy of the related organizational documents currently in force;

(ii)    certified copies of all documents evidencing the internal authorization and approval required for such an increase in the Maximum Amount;

(iii)    an updated or supplemental Private Placement Memorandum reflecting the increase in the Maximum Amount;

(iv)    an opinion of counsel to the Issuer as to (A) the due authorization, validity and enforceability of Notes issued pursuant to the Issuing and Paying Agency Agreement, and (B) such other matters as the Dealer may reasonably request, in each case after giving effect to the increase in the Maximum Amount; and

(v)    evidence from each nationally recognized statistical rating organization providing a rating of the Notes either (A) that such rating has been confirmed after giving effect to the increase in the Maximum Amount or (B) setting forth any change in the rating of the Notes after giving effect to the increase in the Maximum Amount.

By its execution hereof, the Issuer shall be deemed to represent and warrant that its representations and warranties in the Dealer Agreement are true and correct on and as of the date hereof as if made on and as of the date hereof and shall be true and correct after giving effect to the increase of the Maximum Amount.

Exhibit 10.1

IN WITNESS WHEREOF, the Issuer has caused this Letter to be executed as of the date and year first above written.

Sysco Corporation, as Issuer

________________________________ Name:      Title:

32

Document

Exhibit 10.2

AMENDED AND RESTATED

ISSUING AND PAYING AGENT AGREEMENT

by and between

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Issuing and Paying Agent

and

SYSCO CORPORATION, as Issuer

Dated as of

September 2, 2022

AMENDED AND RESTATED ISSUING AND PAYING AGENT AGREEMENT

THIS AMENDED AND RESTATED ISSUING AND PAYING AGENT AGREEMENT (the “Agreement”) is entered into as of September 2, 2022 by and between U.S. Bank Trust Company, National Association (the “Agent”) and Sysco Corporation (the “Company”) regarding the Company’s commercial paper program of the Company (hereinafter referred to as the “Program”).

WHEREAS, at the request of Company, Agent is prepared to act (a) as depositary for the safekeeping of certain notes of Company which may be issued and sold in the United States commercial paper market under the Program (the “Commercial Paper Notes”; such Commercial Paper Notes when issued in book-entry form being hereinafter referred to as “Book-Entry Commercial Paper Notes” and when issued in the form of certificated promissory notes being hereinafter referred to as “Certificated Commercial Paper Notes”), (b) as issuing agent on behalf of Company in connection with the issuance of the Commercial Paper Notes, (c) as paying agent to undertake certain obligations to make payments in respect of the Commercial Paper Notes, and (d) as depositary to receive certain funds on behalf of Company, as set forth herein, and

WHEREAS, this Agreement will govern Agent’s rights, powers and duties as such depositary, issuing agent and paying agent for the Commercial Paper Notes and Company’s rights and obligations in connection therewith.

NOW THEREFORE, for good and valuable consideration, the parties hereto agree as follows:

1.Appointment of Agent. Company hereby appoints Agent and Agent hereby agrees to act, on the terms and conditions specified herein, as depositary with respect to funds received by Agent pursuant to Sections 6 and 7 hereof (the “Note Funds”), and as issuing and paying agent for the Commercial Paper Notes issued under the Program. The Commercial Paper Notes will be sold through such commercial paper dealers and/or placement agents as Company shall have notified Agent in writing from time to time (collectively, the “Dealers”). The Dealer(s) is/are currently         ,         ,          and         .

2.Letter of Representations. Company will promptly deliver to Agent an executed version of the form of Letter of Representations (the “Letter of Representations”) provided by the Depository Trust Company (“DTC”). Company understands and agrees that such Letter of Representations when executed by Company and Agent and accepted by DTC shall supplement the provisions of this Agreement and that Company, Agent, and DTC shall be bound by the terms and provisions of the Letter of Representations, including any procedures and operational arrangements applicable thereunder.

3.Commercial Paper Notes.

(a)The Company’s Book-Entry Commercial Paper Notes shall be represented by one or more master notes (“Master Note” or “Master Notes”) which shall be executed by manual or facsimile signature by an Authorized Representative (as hereafter defined). Agent will hold the Master Note(s) in safekeeping for the account of DTC, in accordance with Agent’s customary practice.

(b)If Certificated Commercial Paper Notes are to be issued, they shall be in the form provided by Company, shall be serially numbered and shall have been executed by manual or facsimile signature of an Authorized Representative, but shall otherwise be uncompleted. Company will from time to time furnish Agent

with an adequate supply of Certificated Commercial Paper Notes, as Company in its sole and absolute discretion considers appropriate. Each Certificated Commercial Paper Note delivered to Agent shall be accompanied by a letter from Company identifying the Certificated Commercial Paper Note transmitted therewith, and Agent shall acknowledge receipt of such Certificated Commercial Paper Note(s) on the copy of such letter or pursuant to some other form of written receipt deemed appropriate by Agent at the time of delivery to Agent of such Certificated Commercial Paper Note(s). Pending the issuance of Certificated Commercial Paper Notes as provided in Section 5 hereof, all Certificated Commercial Paper Notes delivered to Agent shall be held by Agent for the account of Company, for safekeeping in accordance with Agent’s customary practice.

4.Authorized Representatives. With the delivery of this Agreement, Company is furnishing to Agent, and from time to time thereafter may furnish to Agent, and shall furnish to Agent upon Agent’s request, certificates (“Incumbency Certificates”) of a Company officer certifying the incumbency and specimen signatures of officers or agents of Company authorized to execute Commercial Paper Notes on behalf of Company by manual or facsimile signature and/or to take other action hereunder on behalf of Company (each an “Authorized Representative”). Until Agent receives and has a reasonable time to act upon a subsequent Incumbency Certificate of Company, Agent is entitled to rely on the last such Incumbency Certificate delivered to Agent for purposes of determining the Authorized Representatives. Agent shall not have any responsibility to Company to determine by whom or by what means a facsimile signature may have been affixed on the Commercial Paper Notes, or to determine whether any facsimile or manual signature resembles the specimen signature(s) filed with Agent by a duly authorized officer of Company. Any Commercial Paper Notes bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature is affixed shall be binding on Company after the authentication thereof by Agent notwithstanding that such person shall have died or shall have otherwise ceased to hold his office on the date such Commercial Paper Note is countersigned or delivered to Agent. Company represents and warrants that each Authorized Representative may appoint other officers, employees and agents of the Company (an “Authorized Person”) including without limitation any Dealers, to give notices and /or issuance instructions to Agent under this Agreement, provided that notice of the appointment of each Authorized Person is delivered to Agent in writing. Each such appointment shall remain in effect unless and until revoked by Company in a written notice to Agent.

5.Completion, Authentication and Delivery of Commercial Paper Notes.

(c)In the case of Book-Entry Commercial Paper Notes, instructions by an Authorized Representative or an Authorized Person to the Agent for the issuance of Book-Entry Commercial Paper Notes shall include the following information with respect to each Book-Entry Commercial Paper Note:

i.the date of issuance of each such Book-Entry Commercial Paper Note (which shall be a Business Day);

ii.the maturity date of each such Book-Entry Commercial Paper Note (provided that the Authorized Representative or Authorized Person shall ensure that such date is a Business Day and that it shall not be more than 270 days from the date of issue);

iii.the face amount (provided that the Authorized Representative or the Authorized Person shall ensure that such face amount is $250,000 or integral multiples of $1,000 in excess thereof) in figures; and

iv.the interest rate and applicable discount or interest amount.

(d)From time to time during the term of this Agreement and subject to the terms and conditions hereof, and upon Agent’s timely receipt from such Authorized Representative or Authorized Person of instructions pursuant to Section 5(a) delivered to Agent prior to 1:00 pm, New York City time, on a day, other than a Saturday or Sunday, on which Agent is open to the public for all banking purposes(a “Business Day”) in accordance with Section 19, Agent shall transmit such issuance instructions to DTC for the issuance of Book-Entry Commercial Paper Notes as instructed pursuant to Section 5(a) in a manner set forth in, and take other actions as are required by, the Letter of Representations and DTC’s applicable rules, regulations and procedures for book-entry commercial paper program.

(e)Company hereby directs Agent to effect each delivery of a Commercial Paper Note before receipt of payment in immediately available funds. Therefore, once Agent has delivered a Commercial Paper Note to a Dealer or its agent as provided herein, Company shall bear all risk that a Dealer or its agent fails to remit payment for the Commercial Paper Note to Agent. Agent shall have no liability to Company for any failure or inability on the part of the Dealer to make payment for Commercial Paper Notes. Nothing in this Agreement shall require Agent to purchase any Commercial Paper Note or expend Agent’s own funds for the purchase price of a Commercial Paper Note or Commercial Paper Notes.

(f)Company agrees that Agent is not under any obligation to assess or review the financial condition or creditworthiness of any person to or for whose account Agent delivers a Commercial Paper Note pursuant to instructions from an Authorized Representative or Authorized Person or advise Company as to the results of any such appraisal or investigation Agent may have conducted on its own or of any adverse information concerning any such person that may in any way have come to Agent’s attention.

(g)It is understood that DTC may request the delivery of Certificated Commercial Paper Notes in exchange for Book-Entry Commercial Paper Notes upon the termination of DTC’s services pursuant to the DTC Letter of Representations. Accordingly, upon such termination, Agent is authorized to complete and deliver Certificated Commercial Paper Notes in partial or complete substitution for Book-Entry Commercial Paper Notes of the same face amount and maturity as requested by DTC.

(h)In the case of Certificated Commercial Paper Notes, during the term of this Agreement and subject to the terms and conditions hereof, upon Agent’s timely receipt from an Authorized Representative or an Authorized Person of instructions delivered to Agent in accordance with Section 19 prior to 12:30 pm New York time on a Business Day, on the date of issuance of any Certificated Commercial Paper Notes, Agent shall withdraw the respective Certificated Commercial Paper Notes from safekeeping and take the following actions in accordance with such instructions:

i.complete each such Certificated Commercial Paper Note as to the face amount, net dollar amount, payee, the date of issue and maturity date, (provided that the Authorized Representative or Authorized Person shall ensure that such maturity date is a Business Day and that it shall not be more than 270 days from the date of issue and that such face amount is $250,000 or integral multiples of $1,000 in excess thereof in figures);

ii.authenticate (by countersigning) each such Certificated Commercial Paper Note in the appropriate space provided thereon; and

iii.deliver each such Certificated Commercial Paper Note to the Dealer, or the consignee, if any, designated by such Authorized Representative or Authorized Person for the account of the Dealer.

(i)If Agent shall receive written instructions from Company pursuant to Section 19 not to issue or deliver Commercial Paper Notes, until such instructions are revoked in writing or superseded by further written instructions from Company, Agent shall not issue or deliver Commercial Paper Notes, provided, however, that notwithstanding contrary instructions from Company, Agent shall deliver Commercial Paper Notes with respect to agreements for the sale of Commercial Paper Notes concluded by an Authorized Representative or Authorized Person prior to receipt by the Authorized Representative or Authorized Person of the Company’s instructions not to issue or deliver such Commercial Paper Notes, which the Authorized Representative or Authorized Person shall be required to confirm to Agent in writing prior to Agent’s delivery of the Commercial Paper Notes. For purposes of the preceding provision, Agent may conclusively rely on written notice given or delivered to Agent by an Authorized Representative or Authorized Person as to whether any particular Commercial Paper Notes are to be issued in respect of such agreements concluded by such Authorized Representative or Authorized Person, and Agent shall have no obligation to make any other or further investigation.

6.Proceeds of Sale of the Commercial Paper Notes. Contemporaneously with the execution and delivery of this Agreement, and for the purposes of this Agreement, Agent will establish an account designated as the Sysco Corporation Note Account (the “Note Account”). On each day on which a Dealer or its agent receives Commercial Paper Notes (whether through the facilities of DTC in the manner set forth in the Letter of Representations or by delivery in accordance with the provisions of this Agreement), all proceeds received by Agent in connection with such sale shall be credited in immediately available funds to the Note Account. From time to time upon written instructions received by Agent from an Authorized Person or Authorized Representative, Agent agrees to transfer immediately available funds from the Note Account to any Agent or trust company in the United States for Company’s account. If Agent chooses, in its sole discretion, to credit Company’s account before Agent has collected funds for delivery of Commercial Paper Notes, it is understood that such credit shall be an advance to Company to be promptly repaid to Agent from the proceeds of sale of Commercial Paper Notes. If any such advance is not repaid by 5:00 pm New York time on the day it is made, Company shall repay such advance on the next Business Day together with interest thereon at the rate charged by Agent for such advance (which rate shall be no less than the Prime Rate). As used in this Agreement, “Prime Rate” means the rate of per annum interest which U.S. Bank National Association (“USBNA”) announces publicly or otherwise makes available to the public from time to time as its “prime rate” (currently calculated on the basis of the actual number of days elapsed over a year of 360 days) with any change in the “prime rate” to be effective on and as of the date of any change in said “prime rate”. The Prime Rate and the calculation thereof may be established by USBNA in its sole discretion and is not necessarily the lowest rate of interest offered by USBNA to its most creditworthy customers. The Prime Rate is a variable or fluctuating rate which increases or decreases from time to time. Funds in the Note Account will be held by Agent uninvested.

7.Payment of Matured Commercial Paper Notes.

(j)By 1:00 pm New York time on the date that any Commercial Paper Notes any payment of interest or principal is due or are scheduled to mature, Company shall ensure that there shall have been transferred to Agent for deposit in the Note Account immediately available funds at least equal to the amount of Commercial Paper Notes maturing on such date. When any matured Commercial Paper Note is presented to Agent for payment by the holder thereof (which may, in the case of Book-Entry Commercial Paper Notes, be DTC or a nominee of DTC), payment shall be made from and charged to the Note Account to the extent funds are available in said account.

(k)Each Commercial Paper Note presented to Agent for payment at or prior to 2:15 pm New York time on any Business Day at or after the maturity date of such Commercial Paper Note shall be paid by Agent on the same day as such presentation (or if presented after 2:15 pm New York time on any such Business Day, then on the next succeeding Business Day) to the extent funds are available in the Note Account.

(l)Agent may, but shall have no obligation to, make a payment pursuant to Section 7(a) hereof prior to receipt from Company of sufficient immediately available funds. In such case, Company agrees to promptly repay such advance provided that, if such advance is not repaid by 5:00 pm New York time on the day it is made, Company shall repay such advance on the next Business Day together with interest thereon at the Prime Rate. No prior action or course of dealing on the part of Agent with respect to advances of the purchase price or payments of matured Commercial Paper Notes shall give rise to any claim or cause of action by Company against Agent in the event that Agent refuses to pay or settle any Commercial Paper Notes for which Company has not timely provided funds as required by this Agreement.

8.Representations and Warranties of Company. Company hereby warrants and represents to Agent, and, each request to issue Commercial Paper Notes shall constitute Company’s continuing warranty and representation, as follows:

(m)This Agreement is, and all Commercial Paper Notes delivered to Agent pursuant to this Agreement will be, duly authorized, executed and delivered by Company. Agent’s appointment to act for Company hereunder is duly authorized by Company.

(n)The issuance and delivery of the Commercial Paper Notes will not violate any state or federal law and the Commercial Paper Notes do not require registration under the Securities Act of 1933, as amended.

(o)This Agreement constitutes, and the Commercial Paper Notes, when completed, countersigned, and delivered pursuant hereto, will constitute, Company’s legal, valid and binding obligations enforceable against Company in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity.

(p)The Company is a corporation duly organized and validly existing under the laws of Delaware and no liquidation, dissolution, bankruptcy, windup or similar proceedings have been instituted with respect to the Company.

(q)The Company has, and at all relevant times has had, all necessary power and authority to execute, deliver and perform this Agreement and to issue the Commercial Paper Notes.

(r)The Company has taken all actions which are required for the authorization of the issuance of the Commercial Paper Notes, and for the authorization, execution, delivery and performance of this Agreement, and such actions do not require the approval or consent of any holder or trustee of any indebtedness or obligations of the Company.

(s)The issuance of Commercial Paper Notes by Company (i) does not and will not contravene any provision of any governmental law, regulation or rule applicable to Company, and (ii) does not and will not conflict with, breach or contravene the provisions of any contract or other instrument binding upon Company.

(t)Each instruction given to Agent in accordance with Section 5 hereof shall constitute a representation and warranty by Company that the issuance and delivery of such Commercial Paper Note(s) have been duly and validly authorized by Company.

9.Reliance on Instructions. Agent shall incur no liability to Company in acting hereunder upon instructions contemplated hereby which Agent believed in good faith to have been given by an Authorized Representative or an Authorized Person, as the case may be. Instructions transmitted via SPANS Online (as defined in Section 18 hereof) shall be the equivalent to the giving of a duly authorized written instruction which Agent may act upon without liability. In the event a discrepancy exists between any telephonic instructions and any other such instructions, the telephonic instructions as understood by Agent will be deemed to control.

10.Cancellation of Commercial Paper Notes. Upon payment by Agent of Certificated Commercial Paper Note(s) presented for payment, Agent shall mark such Certificated Commercial Paper Note(s) as paid and (i) in due course cancel Certificated Commercial Paper Note(s) presented for payment and from time to time return such canceled Certificated Commercial Paper Notes to Company, or (ii) destroy such Certificated Commercial Paper Notes(s) and deliver to Company from time to time a destruction certificate identifying all Certificated Commercial Paper Notes destroyed since the issuance of the prior destruction certificate. Upon the written request of Company, Agent agrees to cancel and return to Company all unissued Certificated Commercial Paper Notes in Agent’s possession at the time of such request.

11.Termination.

(u)This Agreement may be terminated at any time by either Agent or Company by 30 days’ prior written notice to the other, provided that, so long as Company continues to pay the fees and expenses of Agent as set forth herein, Agent agrees to continue acting as issuing and paying agent hereunder until such time as Agent’s successor has been selected and has entered into an agreement with Company to that effect. Such termination shall not affect the respective liabilities of the parties hereunder arising prior to such termination.

(v)If no successor has been appointed within such 30-day period, then Agent shall have the right to petition a court of competent jurisdiction for the appointment of Agent’s successor hereunder. Agent shall be reimbursed for any and all expenses in connection with any such petition and appointment.

(w)Promptly following the date of termination of this Agreement, Agent shall destroy all Certificated Commercial Paper Notes in Agent’s possession and shall transfer to Company all funds, if any, then on deposit in the Note Account after deduction and payment to Agent of all fees and expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by Agent in connection with the performance

of its duties and the exercise of its rights hereunder. Agent shall promptly notify Company of all Certificated Commercial Paper Notes so destroyed.

12.Binding Effect; Successors. This Agreement shall be binding upon the respective parties hereto and their heirs, executors, successors or assigns. If Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business (including this Agreement) to another corporation, the successor or transferee corporation without any further act shall be the successor Agent.

13.Liability of Agent.

(x)Agent’s duties and obligations shall be determined solely by the express provisions of this Agreement and the Letter of Representations (including the documents referred to therein) and Agent shall be responsible for the performance of only such duties and obligations as are specifically set forth herein and therein, and no implied duties or covenants shall be read into any such document against Agent. Agent has no fiduciary or discretionary duties of any kind. Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement. Agent shall not be required to ascertain whether any issuance or sale of Commercial Paper Note(s) (or any amendment or termination of this Agreement) has been duly authorized or is in compliance with any other agreement to which Company is a party (whether or not Agent is a party to such other agreement). Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that Agent’s gross negligence or willful misconduct was the sole cause of any loss to Company.

(y)Agent shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Agent shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall Agent be liable for incidental, indirect, special, consequential or punitive damages or penalties (including, but not limited to lost profits), even if Agent has been advised of the likelihood of such damages or penalty and regardless of the form of action. Agent shall not be responsible for delays or failures in performance resulting from acts beyond its control, including without limitation acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations, fire, communication line failures, computer viruses, intrusions or attacks, power failures, earthquakes or other disasters.

(z)Agent shall not be obligated to take any legal action or commence any proceeding in connection with this Agreement, the Note Funds or any account in which Note Funds are deposited or to appear in, prosecute or defend any such legal action or proceeding or to take any other action that Agent determines, in its sole judgment, may expose it to liability or expense. Agent may consult legal counsel selected by it concerning this Agreement or of its duties hereunder and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the advice of such counsel. Company shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. Company agrees to perform or procure the performance of all further acts and things, and execute and deliver such further documents, as may be required by law or as Agent may reasonably request in connection with its duties hereunder.

(aa)Agent is authorized, in its sole discretion, to comply with final orders issued or process entered by any court with respect to the Note Funds, without determination by Agent of such court’s jurisdiction in the

matter. If any portion of the Note Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

(ab)If, at any time Agent is unable to determine, to Agent’s sole satisfaction, the proper disposition of all or any portion of the Note Funds or Agent’s proper actions with respect to its obligations hereunder, then Agent may, in its sole discretion, take either or both of the following actions:

i.     suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Agreement until such uncertainty shall be resolved to the sole satisfaction of Agent.

ii.     petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction, in any venue convenient to Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all Note Funds, after deduction and payment to Agent of all fees and expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by Agent in connection with the performance of its duties and the exercise of its rights hereunder.

14.Indemnification of Agent. From and at all times after the date of this Agreement, Company shall, to the fullest extent permitted by law, indemnify and hold harmless Agent and each director, officer, employee and affiliate of Agent (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, penalties, costs and expenses of any kind or nature (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person or entity, including without limitation Company, any Dealer or any purchaser of Commercial Paper Notes, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance in connection with this Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have been directly caused solely from the gross negligence or willful misconduct of such Indemnified Party. Company further agrees to indemnify each Indemnified Party for all costs, including without limitation reasonable attorney’s fees, incurred by such Indemnified Party in connection with the enforcement of

Company’s indemnification obligations hereunder. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by Company. The foregoing indemnity includes, but is not limited to, (a) any action taken or omitted to be taken by Agent or any of Agent’s officers or employees upon written, facsimile, telephonic or other electronically transmitted instructions received by Agent from, or believed by Agent to have been given by, the proper person or persons, (b) Agent’s improperly executing or failing to execute any instruction because of unclear instructions, failure of communications media or any other circumstances beyond Agent’s control, and (c) the actions or inactions of DTC or its nominees. The obligations of Company under this Section 14 shall survive any termination of this Agreement and the resignation or removal of Agent.

15.Compensation of Agent.

(a)Fees and Expenses. Company agrees to compensate Agent on demand for its services hereunder in accordance with the Schedule of Fees furnished by Agent to Company from time to time and to reimburse Agent, upon its request, for all reasonable expenses, disbursements, and advances made or incurred in connection with this Agreement, including with respect to investigating and defending itself against any claim or potential liability and the enforcement of Company’s compensation and reimbursement obligations hereunder. Agent will provide the Company thirty days’ written notice prior any changes to the Schedule of Fees. The obligations of Company under this Section 15 shall survive any termination of this Agreement and the resignation or removal of Agent.

(b)Security and Offset. Company hereby grants to Agent and the Indemnified Parties a security interest in, lien upon and right of offset against the Note Funds with respect to any compensation or reimbursement due any of them hereunder (including any claim for indemnification hereunder). If for any reason the Note Funds are insufficient to cover such compensation and reimbursement, Company shall promptly pay such amounts to Agent or any Indemnified Party upon receipt of an itemized invoice. All disbursements of funds from the Note Funds shall be subject to the fees and claims of Agent and the Indemnified Parties pursuant to this Section and Section 14 hereof.

  1. Identifying Information. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust, or other legal entity, Agent requires documentation to verify its formation and existence as a legal entity. Agent may ask to see financial statements, licenses, and identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. The parties acknowledge that a portion of the identifying information set forth herein is being requested by Agent in connection with the USA Patriot Act, Pub.L.107-56 (the “Act”), and each agrees to provide any additional information requested by Agent in connection with the Act or any other legislation or regulation to which Agent is subject, in a timely manner.

  2. Consent to Jurisdiction and Venue. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the United States federal courts located in the Borough of Manhattan and the courts of the State of New York located in the Borough of Manhattan and waives any objection to such jurisdiction or

venue. The parties hereto consent to and agree to submit to the jurisdiction of any of the courts specified herein and agree to accept service of process to vest personal jurisdiction over them in any of these courts.

  1. SPANS Online

(a)    Company and each Authorized Representative may use the U.S. Bank Securities Processing Automated Notes System Online (“SPANS Online”) instruction and reporting communication service to transmit instructions to Agent or obtain reports with respect to the Commercial Paper Notes. Company may, by separate agreement between Company and one or more of its Authorized Persons, authorize the Authorized Person to directly access SPANS Online for the purposes of transmitting instructions to Agent or obtaining reports with respect to the Commercial Paper Notes. Company acknowledges that (i) some or all of the services utilized in connection with SPANS Online are furnished by SS&C Technologies, Inc. (“SS&C”), (ii) SPANS Online is provided to Company “AS IS” without warranties or representations of any kind whatsoever, and (iii) SPANS Online is proprietary and confidential property disclosed to Company in confidence and may be utilized only on the SPANS Online Terms and Conditions as set forth in the SPANS Online website and for purposes set forth in this Agreement.

(b)    To permit the use of SPANS Online to transmit instructions and/or obtain reports with respect to the Commercial Paper Notes, Agent will supply Company with a customer identification number and initial passwords. Company may thereafter change its passwords directly through SPANS Online. Company will keep all information relating to its identification number and passwords strictly confidential and will be responsible for the maintenance of adequate security over its customer identification number and passwords. Instructions transmitted over SPANS Online and received by Agent pursuant to this Agreement shall be deemed conclusive evidence that such instructions are correct and complete and that the issuance or redemption of the Commercial Paper Notes directed thereby has been duly authorized by Company.

19.Notices.

(a)All communications to Agent by or on behalf of Company or a Dealer, by writing or telephone, which relate to the completion, delivery or payment of any Commercial Paper Note, are to be delivered to Agent via SPANS Online or directed to Commercial Paper Operations at the address or telephone number indicated below or to such other address or telephone number as Agent specifies to Company in writing.

U.S. Bank Trust Company, National Association

100 Wall Street, Suite 600

New York, NY 10005

Attention: Money Market Operations

Telephone No:     (212) 951-8508

Email address:     mmi.processing@usbank.com

(b)Notices and other communications hereunder to Agent (other than communications that relate to the completion, delivery or payment of any Commercial Paper Note) or to Company are to be directed to the address or telephone number indicated below, or to such other address or telephone number as the party receiving such notice shall have previously specified in writing to the party sending such notice:

If to Company at:
Sysco Corporation<br><br>1390 Enclave Parkway<br><br>Houston, TX 77077
Attention: Treasury Department
Telephone No.: (281) 584-1711
If to Agent at:
--- ---
U.S. Bank Trust Company, National Association<br>100 Wall Street, Suite 600<br>New York, NY 10005
Attention: Global Corporate Trust – IPA Administration
Telephone No.: (212) 951-8508

Notices shall be deemed delivered when received at the applicable address specified above. For purposes of this Section 19, “when received” shall mean actual receipt (i) of an electronic communication by facsimile or email transmission or SPANS Online; or (ii) of an oral communication by any person answering the telephone at the office of the individual or department specified in or pursuant to this Agreement; or (iii) of a written communication hand-delivered, by national overnight courier service, or by first class, certified or registered mail, return receipt requested, at the office specified in or pursuant to this Agreement.

20.Optional Security Procedures. In the event funds transfer instructions, address changes or change in contact information are given (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, Agent is authorized but shall be under no duty to seek confirmation of such instructions by telephone call-back to an Authorized Representative, and Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by Agent and shall be effective only after Agent has a reasonable opportunity to act on such changes. Company agrees that Agent may at its option record any telephone calls made pursuant to this Section. Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Company to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. Agent may apply funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. Company acknowledges that these optional security procedures are commercially reasonable.

21.Amendment, Waiver and Assignment. None of the terms or conditions of this Agreement may be changed, waived, modified, discharged, terminated or varied in any manner whatsoever unless in writing duly signed by each party to this Agreement. No course of conduct shall constitute a waiver of any of the terms and conditions of this Agreement, unless such waiver is specified in writing, and then only to the extent so specified. A waiver of any of the terms and conditions of this Agreement on one occasion shall not constitute a waiver of the other terms of this Agreement, or of such terms and conditions on any other occasion. Except as provided in

Section 12 hereof, this Agreement may not be assigned by any party without the written consent of the other party.

22.Severability. To the extent any provision of this Agreement is prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

23.Governing Law. This Agreement shall be governed and construed in accordance with laws of the State of New York applicable to contracts made and performed in the State of New York and, to the extent applicable, operating circulars of the Federal Reserve Agent, federal laws and regulations as amended, New York Clearing House rules and, to the extent not otherwise inconsistent with this Agreement, general commercial Agent practices applicable to commercial paper issuance and payment.

24.Entire Agreement, No Third-Party Beneficiaries. This Agreement, together with the Letter of Representations, constitutes the entire agreement between the parties relating to Agent’s issuing agent, paying agent and depositary duties and obligations to Company. Except as provided in Section 14 hereof, nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the signatory parties hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

25.Execution in Counterparts, Facsimiles. This Agreement may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement. The delivery of copies of this Agreement as executed by PDF or facsimile transmission shall constitute effective execution and delivery as to the parties and may be used in lieu of originals for all purposes.

26.Dealings. Agent and any stockholder, director, officer or employee of Agent may buy, sell, and deal in any of the securities of Company, any Dealer or any purchaser of the Commercial Paper Notes and become financially interested in any transaction in which Company, any Dealer or any such purchaser may be interested, and contract and lend money to Company, any Dealer or any such purchaser and otherwise act as fully and freely as though it were not a depositary, issuing or paying agent under this Agreement. Nothing herein shall preclude Agent from acting in any other capacity for Company, any Dealer or any such purchaser or for any other person or entity.

27.Tax Reporting. Agent shall have no responsibility for the tax consequences of this Agreement and Company shall consult with independent counsel concerning any and all tax matters. Company shall provide IRS Form W-9 or Form W-8, as applicable, for each payee, together with any other documentation and information requested by Agent in connection with Agent’s reporting obligations under any applicable U.S. federal law or regulation. If such tax documentation is not so provided, Agent is authorized to withhold taxes as required by applicable U.S. federal law or regulation.

28.WAIVER OF TRIAL BY JURY.    EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIM, COUNTERCLAIM, SETOFF, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT.

29.Publicity. No party will (a) use any other party’s proprietary indicia, trademarks, service marks, trade names, logos, symbols, or brand names, or (b) otherwise refer to or identify any other party in advertising,

publicity releases, or promotional or marketing publications, or correspondence to third parties without, in each case, securing the prior written consent of such other party.

30.Electronic Transmission; Electronic Signatures. Agent shall not have any duty to confirm that the person sending any notice, instruction or other communication (a “Notice”) by electronic transmission (including by e-mail, facsimile transmission, web portal or other electronic methods) is, in fact, a person authorized to do so. Electronic signatures believed by Agent to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to Agent) shall be deemed original signatures for all purposes. Company assumes all risks arising out of the use of electronic signatures and electronic methods to send Notices to Agent, including without limitation the risk of Agent acting on an unauthorized Notice, and the risk of interception or misuse by third parties. Notwithstanding the foregoing, Agent may in any instance and in its sole discretion require that an original document bearing a manual signature be delivered to Agent in lieu of, or in addition to, any such electronic Notice.

[Signature page follows]

IN WITNESS WHEREOF, the parties have caused this Issuing and Paying Agent Agreement to be duly executed and delivered as of the day and year first above written.

SYSCO CORPORATION
/s/Israel Owodunni
Authorized Officer’s Signature
Name: Israel Owodunni
Title: Vice President and Treasurer
Date: September 2, 2022

IN WITNESS WHEREOF, the parties have caused this Issuing and Paying Agent Agreement to be duly executed and delivered as of the day and year first above written.

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
/s/Michelle Lee
Authorized Officer’s Signature<br><br>Name: Michelle Lee
Title: Vice President
Date: September 2, 2022

16

Document

Exhibit 10.3

Sysco Corporation

Annual Incentive Program (AIP)

For Corporate AIP Bonus-Eligible Positions

This SYSCO CORPORATION ANNUAL INCENTIVE PROGRAM FOR CORPORATE AIP BONUS-ELIGIBLE PARTICIPANTS (the “Program”) was adopted by the Committee (as defined below) of Sysco Corporation (the “Company”) on July 29, 2022 (the “Effective Date”).

1.Participants.

(A)Corporate AIP Bonus-Eligible Participants: Those persons who serve in a Corporate AIP Bonus-eligible position and are designated by a Senior Officer (as defined below) as eligible to participate in the Program (each, a “Participant”). For purposes of this Program, “Senior Officer” shall mean the Company’s President and Chief Executive Officer, the Company’s Chief Financial Officer, the Company’s General Counsel or any Executive Vice President of the Company, and “Senior Executive Participant” shall mean any Participant whose compensation is required to be approved by the Compensation and Leadership Development Committee (the “CLD Committee”) of the Board of Directors (the “Board”) of the Committee pursuant to the CLD Committee’s charter.

(B)Senior Executive Participants: Once a person is designated as a Participant in this Program, the Committee (as defined below) may remove the Participant as a Participant in this Program with or without cause at any time during the Program Period, and the Participant shall not be entitled to any bonus under this Program for the Program Period regardless of when during the Program Period such Participant is removed.

(C)Corporate AIP Bonus-Eligible Position: Means (i) positions held by the Senior Officers and (ii) other positions with the Company or its affiliates, as deemed appropriate by a Senior Officer.

(D)Bonus Target Amount: Means a Participant’s Target Bonus Percentage for the Program Period multiplied by the Participant’s base salary as of the end of the relevant Program Period, subject to pro-ration, in the sole discretion of the Committee, in the event of a change in the Participant’s base salary during the relevant Program Period.

(E)Program Period: Means the performance period for each award under the Program, which may be of any duration determined by the Committee.

(F)Target Bonus Percentage: Means the percentage for each Participant determined by the Committee for the relevant Program Period.

(G)Change in Control: The term “Change in Control” shall mean:

i.The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliated Company; or (4) any acquisition by any corporation; pursuant to a transaction that complies with subparagraphs (iii)(A), (iii)(B) and (iii)(C) below;

i.The occurrence of the following: Individuals who, as of the Effective Date, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

ii.Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or

other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

iii.Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, if a bonus constitutes deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the bonus provides for payment upon a Change in Control, then, for purposes of such payment provisions, no Change in Control shall be deemed to have occurred upon an event described in items (i)–(iv) above unless the event would also constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under Section 409A of the Code.

2.Program Design, Performance Measures, and Payouts

(A)Performance Bonus for a Corporate AIP Bonus-eligible Position: Means, for a Corporate AIP Bonus-eligible Position, the sum of (i) the Company Bonus Objectives Percentage and (ii) Strategic Bonus Objectives Percentage.

(B)Calculation of the Performance Bonus: The Program is designed to recognize and reward performance against established Company-wide and/or divisional or unit financial, operational and/or strategic targets. The terms of awards for each Program Period will be established by the Committee and, among other things, may include two separate categories of performance factors for each Program Period: (i) Company financial or operational objectives (“Company Bonus Objectives”) and (ii) strategic objectives (“Strategic Bonus Objectives”). In general, a Participant’s performance bonus will be based on the Committee’s determination with respect to the achievement of the Company Bonus Objectives and Strategic Bonus Objectives, subject to a modifier for the Participant’s “Individual Performance” (as defined below). The amount of the payout will be interpolated between threshold, target, and maximum performance levels, unless otherwise determined by the Committee provided, however, that the Committee may determine, in its sole discretion, that no payouts will be made for performance below target performance goals.

i.Company Bonus Objectives: Means key financial and/or operational goals for the Program Period, as established by the Committee. The Company Bonus Objectives will be based on the achievement of one or more goals designated by the Committee.

iv.Company Bonus Percentage: Means the percentage determined by the Committee that coincides with Participant’s achievement of Company Bonus Objectives for the Program Period.

v.Strategic Bonus Objectives: Means key goals for the Program Period, as established by the Committee. The Strategic Bonus Objectives will be based on achievement against a combination of financial, operational and/or strategic performance goals as appropriate for each Participant.

vi.Strategic Bonus Objectives Percentage: Means the percentage determined by the Committee that coincides with Participant’s achievement of Strategic Bonus Objectives for the Program Period.

vii.Individual Performance: Means Participant’s individual performance during the applicable fiscal year with regard to the Company’s financial, strategic and transformational

goals, as well as the Participant’s individual growth and development goals, in each case as established by the Committee.

3.Calculation of Bonus.

(A)Company Bonus Objectives and Strategic Bonus Objectives. Each of these components of the bonus shall be calculated independently, unless otherwise determined by the Committee, based on actual performance relative to the established targets. If performance for the Program Period with respect to an individual component does not meet Threshold, a Participant will not receive any bonus with respect to that component for the respective Program Period. If performance with respect to an individual component for the Program Period is between Threshold and Maximum, the amount of bonus earned with respect to that component will be determined by the Committee, in its sole discretion, within the date that is sixty (60) days after the end of the respective Program Period.

(B)Individual Performance Modifier. Attainment of Individual Performance shall be determined by the Committee within sixty (60) days after the end of the applicable fiscal year and act as a modifier (based on the scale established by the Committee) to the bonus achieved based on the aggregate of the Bonus Objectives Percentage(s) and Strategic Bonus Objectives Percentage(s).

(C)Committee Discretion to Determine Metrics and Adjust Bonus. The Committee shall have sole discretion to determine the Threshold, Target and Maximum performance metrics, the Individual Performance modifier scale and the respective payout percentages. Notwithstanding any other provision in the Program to the contrary, the Committee shall have the right, in its sole discretion, to reduce or increase the amount otherwise payable to a Participant based on the Participant’s individual performance or any other factors that the Committee deems appropriate.

(D)Performance Metric Adjustments. Certain items of revenue, expense, gain, losses or other adjustments resulting from extraordinary or non-recurring items, will be taken into account in the application of the relevant performance metrics used to determine the Participants’ bonuses under this Program in accordance with the following:

i.Multi-Employer Pension Adjustments. Adjustments resulting from the Company’s or an Operating Company’s complete or partial withdrawal from a multi-employer pension plan sponsored by a third party in which the Company or an Operating Company participates (“Pension Adjustments”). The amount of any such adjustment shall be determined in accordance with GAAP. Pension Adjustments shall initially be excluded from the calculation of the performance metrics used to determine Participants’ bonuses under this Program; provided however, the Committee may include all or any portion of such Pension Adjustments in the determination of a Participant’s bonus hereunder in its discretion.

ii.Restructuring Charges Adjustment. Adjustments resulting from the Company’s or an Operating Company’s costs including, but not limited to, severance, facility closures and consolidations and asset write downs. The foregoing notwithstanding, the following items will not be eligible for adjustment under this provision: ERB, COLI, Fuel and Tax.

iii.Acquisitions and Divestitures. All or any portion of operating results, acquisition and divestiture expenses (including any applicable breakup fees), acquisition debt, if any, and any gains or losses relating to or resulting from (AA) an acquisition by the Company of stock (or other equity interest) or substantially all of the assets of a corporation, partnership, limited liability company or other entity for a purchase price in excess of $100 million; and (BB) a divestiture of an Operating Company or operating division of the Company (or substantially all of the assets thereof) for a sale price in excess of $100 million may be excluded from the determination of the Company Performance Bonus under this Program.

iv.Foreign Exchange Rate Fluctuations. Variance of actual foreign exchange rates during the Program Period versus projected foreign exchange rate assumptions used in the development of operational targets.

v.Certain Other Events. Notwithstanding the foregoing, the Committee may include or exclude from the determination of a Participant’s bonus hereunder the results of certain other extraordinary or non-recurring items not otherwise contemplated by this Section (B), and expenses related to acquisitions by, or restructuring of, the Company and its subsidiaries (whether or not such expenses are extraordinary or non-recurring).

(E)General Rules Regarding Bonus Calculation.

vi.Consistent Accounting. In determining whether or not the results of operations for a given fiscal year result in a bonus, Company accounting practices and, except as otherwise modified in this Program, GAAP shall be applied on a basis consistent with prior periods, and

such determination shall be based on the calculations made by the Company, approved (in the case of Senior Executive Participants) by the Committee and binding on each Participant. Notwithstanding the foregoing, if there is any material change in GAAP during a Program Period that results in a material change in accounting for the revenues or expenses of the Company, the calculations of the AIP Bonus for such Program Period (the “GAAP Change Year”) shall be made as if such change in GAAP had not occurred during the GAAP Change Year. In determining the AIP Bonus for the year following a GAAP Change Year, the calculation shall be made after taking into account such change in GAAP.

i.Maximum Bonus. Subject to Section 6 as to Senior Executive Participants, and notwithstanding any other provision in this Program to the contrary, in no event shall any Participant be entitled to a Bonus under this Program in excess of 281.25% of such Participant’s base salary in effect as of the end of the Program Period.

ii.Tax Law Changes. If the Internal Revenue Code is amended during the Program Period and, as a result of such amendment(s), the effective tax rate applicable to the earnings of the Company (as described in the “Summary of Accounting Policies” section of the Company’s annual report to the Securities and Exchange Commission on Form 10-K) changes during the Program Period, the determination of the Participant’s Company Performance Bonus for the Program Period (the “Rate Change Year”) shall be made as if such rate change had not occurred during the Rate Change Year. In determining the Company Performance Bonus in the year following the Rate Change Year, the calculation shall be made after taking into account such rate change.

4.Payment. Within sixty (60) days following the end of the Program Period, the Company shall determine, and, in the case of Senior Executive Participants, the Committee shall approve, the amount of any Bonus earned by each Participant under this Program. Such Bonus shall be payable in the manner, at the times and in the amounts provided in the Program, but no later than two and one-half months following the end of the fiscal year in which such Bonus was earned (the “Payment Date”). To receive payment of the Bonus, a Participant must be actively employed by the Company or an Affiliated Company as of the Payment Date except for when Participant’s employment with the Company terminates as a result of a Retirement in Good Standing, which in the United States and Canada, shall mean termination of employment after the date the Participant first (A) reaches age 55 and the Participant has 10 or more years of service with the Company and an Affilifated Company, or (B) reaches age 65, regardless of years of service with the Company and an Affiliated Company; and in all other jurisdictions, retirement as determined by the Committee in its sole discretion.

5.Clawback of Bonus. Any and all bonuses or other amounts paid to a Participant pursuant to the Program shall be subject to the Company’s Incentive Payment Clawback Policy.

6.Overall Limitation upon Payments under the Program to Senior Executive Participants.     Notwithstanding any other provision in this Program to the contrary, in no event shall any Senior Executive Participant be granted a Cash-Based Bonus in excess of one percent (1%) of the Company’s earnings before income taxes as publicly disclosed in the “Consolidated Results of Operations” section of the Company’s Annual Report on Form 10-k filed with the Securities and Exchange Commission for the fiscal year ended immediately before the date the applicable Cash-Based Bonuses are paid.

7.Confidentiality. The target performance levels and other information constitute confidential information of the Company, subject to the prohibition on disclosure of confidential information under Sysco’s Code of Conduct. Any disclosure of the target performance levels by a Participant prior to the time such target performance levels are disclosed to the public, as determined by the Committee, will result in a forfeiture (which may include a clawback) of such Participant’s Bonus for the Program Period.

8.Treatment Upon Change in Control.

(A)Notwithstanding anything to the contrary contained herein, and in lieu of any other payments due hereunder other than pursuant to this Section 8, within ninety (90) days following the date on which a Change in Control has occurred, each person who was a Participant at the time of the Change in Control shall be paid a cash bonus hereunder, equal to the following (subject to reduction in the case of certain severance payments, as set forth below): the product of (i) a fraction equal to the number of days in the Performance Period in which the Change in Control occurs up to and including the date of the Change in Control divided by the total number of days in the Program Period, and (ii) the bonus that would have been paid under this Program, calculated using a Performance Goal equal to the product of (x) performance through and including the end of the most recently completed fiscal quarter occurring prior to and in the same Performance Period as the Change in Control (the “Measurement Date”), calculated in accordance with generally accepted accounting principles, if applicable, and (y) a fraction, the numerator of which is the total number of days in the Program Period, and the denominator of which is the number of days in such Performance Period up to and including the Measurement Date.

(B)In addition to any bonus paid or payable pursuant to Section 8(A), any Participant who remains in the employ of the Company or any Affiliated Company on the last day of the Performance Period in which a Change in Control occurs shall be entitled to receive, in cash, within ninety (90) days after the end of the Performance Period, an amount equal to the positive difference, if any, between (i) the bonus that would have been paid to the Participant for such Performance Period under the Program as in effect on the date of the Change in Control, using the actual performance for the entire Performance Period, and (ii) the amount paid pursuant to Section 8(A).

(C)Notwithstanding the foregoing, with respect to any Participant who is a party to a severance agreement with the Company or an Affiliated Company, the bonus paid pursuant to this Section 8 shall be reduced, but to not less than zero, by the amount of any payment pursuant to such Participant’s severance agreement that is determined or calculated with respect to payments received or to be received under this Program or any predecessor or successor thereof.

9.Administration. The authority to manage the operation of and administer the Program shall be vested in a committee (the “Committee”) in accordance with this Section 9. The Committee shall be selected by the Board and shall consist solely of two or more members of the Board who are non-employee directors within the meaning of Rule 16b-3. Unless otherwise determined by the Board, the CLD Committee shall be designated as the “Committee” hereunder.

(A)Powers of Committee. The Committee’s administration of the Program shall be subject to the following:

i.Subject to the provisions of the Program, the Committee will have the authority and discretion to select from among the eligible Participants those persons who shall receive bonuses and to establish the terms, conditions, performance criteria, restrictions, and other provisions of such bonuses.

iii.The Committee will have the authority and discretion to interpret the Program, to establish, amend, and rescind any rules and regulations relating to the Program, to determine the terms and provisions of any agreement made pursuant to the Program, and to make all other determinations that may be necessary or advisable for the administration of the Program.

iv.Any interpretation of the Program by the Committee and any decision made by it under the Program is final and binding on all persons.

v.In managing the operation of and administering the Program, the Committee shall take action in a manner that conforms to the Certificate of Incorporation and Bylaws of the Company, and applicable state corporate law.

(B)Delegation of Authority. The Committee hereby delegates discretionary authority granted to the Committee under this Program including but not limited to the authority to determine the target, minimum and maximum performance levels applicable to Participants and the Company and the related payout percentages subject to the maximum bonus levels set forth in Section 3(B)(ii) of this Program, to the Senior Officers and each of them individually, except as to Senior Executive Participants.

10.Operation

(A)Tax Withholding. All distributions under the Program are subject to withholding of all applicable taxes. Irrespective of any action taken by the Company or the Participant's employer, the ultimate liability for all income tax, social insurance, social security, national insurance contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Program and legally applicable to the Participant, is and remains the responsibility of the Participant and may exceed the amount actually withheld by the Company or the Participant's employer, if any

(B)Gender and Number. Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular.

(C)Limitation of Implied Rights.

i.The Program shall at all times be unfunded and neither a Participant nor any other person shall, by reason of participation in the Program, acquire any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including, without limitation, any specific funds, assets, or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the Program. Nothing contained in the Program and no action taken pursuant hereto shall create or be construed to create a fiduciary relationship between the Company and any Participant or any other person. A Participant shall have only a contractual right to the amounts, if

any, payable under the Program, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Program shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.

ii.The Program does not constitute a contract of employment or service, and selection as a Participant will not give any participating employee, or non-employee director the right to be retained in the employ or service of the Company or any Subsidiary, nor any right or claim to any benefit under the Program, unless such right or claim has specifically accrued under the terms of the Program.

iii.The Program is established voluntarily by the Company, it is discretionary in nature, and it may be terminated or amended by the Board at any time.

i.Participation in the Program is voluntary and occasional and does not create any contractual or other right to participate in this or future programs or to receive benefits in lieu of participation, even if similar programs have been offered repeatedly in the past.

iv.For purposes of the Program, unless otherwise specified by the Committee, a Participant's employment will be considered terminated as of the date the Participant is no longer actively providing services to the Company or any Affiliated Company (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise determined by the Committee, the Participant’s right to earn any portion of the Bonus under the Program, if any, will terminate as of such date and will not be extended by any notice period or period during which the Participant is in receipt of pay in lieu of such notice or severance pay (e.g., the Participant’s period of service would not include any contractual, statutory or common law notice period or period during which the Participant is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Program (including whether the Participant may still be considered to be employed while on a leave of absence).

i.The Program shall be governed by, and construed in accordance with, the laws of the State of Texas, except to the extent that the General Corporation Law of the State of Delaware shall be specifically applicable.

11.Section 409A. Notwithstanding anything in this Program to the contrary, if required by Section 409A of the Code, if a Participant is considered a “specified employee” for purposes of Section 409A of the Code and if payment of any Bonus under this Program is required to be delayed for a period of six months after “separation from service” within the meaning of Section 409A of the Code, payment of such Bonus shall be delayed as required by Section 409A of the Code, and the accumulated amounts with respect to such Bonus shall be paid in a lump sum payment within ten days after the end of the six-month period. If the Participant dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A of the Code shall be paid to the Participant’s beneficiary within sixty (60) days after the date of the Participant’s death. For purposes of Section 409A of the Code, each payment under the Program shall be treated as a separate payment. In no event shall a Participant, directly or indirectly, designate the calendar year of payment. To the extent that any provision of the Program would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of the Program to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. Notwithstanding anything in the Program, each Participant shall be solely responsible for the tax consequences under the Program, and in no event shall the Company have any responsibility or liability if a Bonus does not meet any applicable requirements of Section 409A of the Code.

12.Regulations and Other Approvals.

All payments made under the Program will be subject to any compensation, clawback and recoupment policies that may be applicable to the employees of the Company, as in effect from time to time and as approved by the Board or Committee, whether or not approved before or after the Effective Date. Subject to the requirements of applicable law, any such compensation, clawback and recoupment policies shall apply to payments made after the effective date of the policy.

Document

Exhibit 10.4

STOCK OPTION AGREEMENT

Pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan

Under the terms and conditions of the Sysco Corporation 2018 Omnibus Incentive Plan, (the “Plan”), the terms of which are hereby incorporated into this Stock Option Agreement (this “Agreement”) by reference, Sysco Corporation (the “Company” or “Sysco”) grants to you (the “Optionee”) an option to purchase shares of the Company’s Common Stock, $1.00 par value, (“Stock”) subject to adjustment as provided in the Plan (the “Option”). The Option is offered in accordance with and subject to the terms, conditions and restrictions of this Agreement, including any country-specific provisions for the Optionee’s country in Appendix A attached hereto. The number of shares of Stock subject to this Agreement, the exercise price of the Option, and the date of grant (the “Grant Date”) are set forth in the records of the Company and have been made available to the Optionee either (1) directly to the Optionee by the Company, or (2) electronically by the Company to the Optionee through the website of a third party administrator engaged by the Company, and by accepting this Option, the Optionee acknowledges and agrees that he or she has received and/or accessed such information and that such information forms a material part of this Agreement.

Unless terminated earlier in accordance with the terms of the Agreement, this Option shall terminate and expire at the close of business on the final trading day immediately prior to the tenth anniversary of the Grant Date and shall be subject to the Terms and Conditions of Stock Option attached hereto and incorporated in this Agreement by reference.

By accepting this Option, the Optionee accepts and agrees to be bound by all of the terms and conditions of the Plan and Terms and Conditions of Stock Option, and the Optionee acknowledges receipt of the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the Plan will prevail.

The Option and this Agreement are not effective or enforceable until the Optionee properly acknowledges acceptance of the Option by completing the electronic receipt as soon as possible, but in no event later than 90 days from the Grant Date. If the Optionee does not properly acknowledge acceptance of the Option and the terms of this Agreement on or within 90 days from the Grant Date, this Option will be forfeited.

Form Approved July 2020

DB1/ 115058264.3

SO21PCEA; SO21PCNEA

1

SYSCO CORPORATION

TERMS AND CONDITIONS OF STOCK OPTION

1.General Conditions. Please carefully review all of the provisions of the Plan. In addition to the conditions set forth in the Plan, the Option is contingent upon satisfying the terms and conditions set forth in this Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Plan.

2.Vesting. The Option will vest in three equal tranches over a period of three years (one-third on each of the first, second, and third anniversaries of the Grant Date), subject to any acceleration provisions contained in the Plan or otherwise set forth in this Agreement and the Optionee’s continuous employment or service with the Company or any of its Subsidiaries from the Grant Date through the applicable vesting date (each date on which a portion of the Option will vest pursuant to this Agreement, a “Vesting Date”). The Option shall continue to vest as if active employment continued for the entire vesting period if employment terminates as a result of a Retirement in Good Standing (as defined in Section 20, below) on or after the first Vesting Date. If employment terminates as a result of a Retirement in Good Standing prior to the first Vesting Date, the Option shall be forfeited in its entirety.

3.Maximum Term. Unless terminated earlier in accordance with the terms of this Agreement, this Option will expire at the close of business on the final trading day immediately prior to the tenth anniversary of the Grant Date.

4.Exercise Restrictions. Subject to any country-specific variations, the vested portion of the Option may be exercised at any time after its applicable Vesting Date and prior to the expiration of the Option, provided that at the time of the exercise all of the conditions set forth in the Plan and in this Agreement have been met. No portion of the Option may be exercised prior to the first anniversary of the Grant Date or after the expiration of the maximum term set forth in Section 3, above.

5.Accelerated Vesting Events. The Option awarded pursuant to this Agreement will vest according to the schedule set forth in Section 2 of this Agreement, subject to the Optionee’s continuous service with the Company or one of its Subsidiaries through each applicable Vesting Date. Notwithstanding the foregoing, provided that the Optionee has been in continuous service with the Company or one of its Subsidiaries since the Grant Date through the date of termination of his or her employment or service, (a) the Option shall remain in effect and continue to vest according to the vesting schedule set forth in Section 2 of this Agreement, irrespective of the continuous service limitations set forth in the first sentence of this Section 5, upon the occurrence of the Optionee’s termination of employment or service by reason of Disability (as defined in Section 20, below), and (b) the Option shall immediately vest upon the occurrence of (i) a “Change in Control Termination” (as defined in Section 20, below) in accordance with Section 4.2(h)(ii) of the Plan or (ii) the Optionee’s termination of employment or service by reason of death.

6.Exercise Period. The Option will normally terminate on the earlier of (i) the date of the expiration of the Option set forth in Section 3 of this Agreement or (ii) the 90th day after severance of the Optionee’s employment relationship with the Company or any Subsidiary, for any reason, for or without Cause. Whether an authorized leave of absence, or an absence for military or government service, constitutes severance of the Optionee’s employment or service relationship with the Company or a Subsidiary will be determined by the Committee administering the Plan at the time of the event. However, if before the expiration of the Option, the Optionee’s employment relationship with the Company or a Subsidiary terminates as a result of Retirement in Good Standing, Change in Control Termination, or Disability, the Option will remain exercisable in accordance with its terms as if Optionee remained in the employment or service of the Company or a Subsidiary, and in the event of the Optionee’s death while employed by or providing service to the Company or any Subsidiary, the Option may be exercised by the executors or administrators of the Optionee’s estate for up to three years following the date of the Optionee’s death, but in no event later than the last day of the maximum term of the Option set forth in Section 3. For the avoidance of doubt, for purposes of this Agreement, the Optionee’s transfer of employment or service from the Company to a Subsidiary, from a Subsidiary to the Company or from one Subsidiary to another Subsidiary shall not constitute a termination of employment or continuous service.

7.Method of Exercise. At the time or times when the Optionee wishes to exercise the Option, the Optionee shall be required to follow the procedures established for doing so, which the Committee may revise from time to time. Notice of exercise of the Option must be accompanied by a payment equal to the applicable Option exercise price plus all Tax-Related Items (as defined below) required to be withheld, collected or accounted for, if any, such amount to be paid in cash or by tendering, either by actual delivery of shares of Stock or by attestation, shares of Stock that are acceptable to the Committee, such shares to be valued at

Form approved July 2022    2

Fair Market Value as of the day the shares are tendered, or paid in any combination of cash and shares, as determined by the Committee. To the extent permitted by applicable law and the policies adopted from time to time by the Committee, the Optionee may elect to pay the exercise price through the contemporaneous sale by a third party broker of shares of Stock acquired upon exercise yielding net sales proceeds equal to the exercise price and any withholding Tax-Related Items required to be withheld, collected or account for and the remission of those sale proceeds to the Company.

Notwithstanding the foregoing, the Committee may require payment in a particular or different method of exercise than those specified in this Section 7, may allow the Optionee to exercise the Option only by means of a cashless exercise (either a cashless “sell all” exercise or a cashless “sell-to-cover” exercise) as it shall determine in its sole discretion, or may require the Optionee to sell any shares of Stock the Optionee acquired under the Plan immediately or within a specified period following the Optionee’s termination of employment (in which case, this Agreement shall give the Company the authority to issue sales instructions on the Optionee’s behalf).

8.No Assignment. No right or interest of the Optionee in the Option may be pledged, encumbered, or hypothecated or be made subject to any lien, obligation or liability of the Optionee other than as provided in this Section 8. The Option may not be sold, assigned, transferred or otherwise disposed of by the Optionee other than by will or the laws of descent and distribution.

9.Acceptance of Agreement. The Optionee shall indicate his or her acceptance of this Agreement, in the method directed by the Company.

10.Notices. Each notice relating to this Option shall be in writing. All notices to the Company shall be addressed to the Corporate Secretary, Sysco Corporation, 1390 Enclave Parkway, Houston, Texas 77077, USA. All notices to the Optionee shall be addressed to the address of the Optionee on file with the Company or the Employer. Either the Company or the Optionee may designate a different address by written notice to the other. Written notice to said addresses shall be effective to bind the Company, the Optionee and the Optionee’s representatives and beneficiaries.

11.Responsibility for Taxes.

a.Irrespective of any action taken by the Company or the Employer, the Optionee hereby acknowledges and agrees that the ultimate liability for all income tax, social insurance, social security, national insurance contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”), is and remains the responsibility of the Optionee or the Optionee’s estate (as applicable) and may exceed the amount actually withheld by the Company or the Employer. The Optionee acknowledges and understands that the requirements with respect to the Tax-Related Items may change from time to time as applicable laws or interpretations change.

b.Prior to any relevant taxable or tax withholding event, as applicable, the Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company, the Employer, and their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items withholding obligations by one or a combination of the following:

i.withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer, or any other payment of any kind otherwise due to the Optionee by the Company and/or the Employer; or

ii.withholding from proceeds of the sale of shares of Stock acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization without further consent); or

iii.retention of or withholding in shares of Stock to be issued upon exercise of the Option having a Fair Market Value that is sufficient to satisfy the Tax-Related Items.

The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates.

Form approved July 2022    3

c.Notwithstanding the foregoing in Section 11(b) of the Agreement, if the Optionee is subject to Section 16 of the Exchange Act pursuant to Rule 16a-2 promulgated thereunder, the Company will withhold in shares of Stock unless the use of such withholding method is problematic under applicable law or has materially adverse accounting or tax consequences, in which case, the withholding obligation may be satisfied by one or a combination of methods set forth in Section 11(b)(i) and (ii) above.

d.If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Optionee is deemed to have been issued the full amount of Stock subject to the Option, notwithstanding that an amount of Stock is retained solely for the purpose of paying the Tax-Related Items.

e.In addition, the Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock, if the Optionee fails to comply with the Optionee’s obligations in connection with the Tax-Related Items.

f.The Optionee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the issuance of Stock upon exercise of the Option, the subsequent sale of Stock acquired pursuant to such exercise and the receipt of any dividends following the issuance of Stock upon the exercise of the Option; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee is subject to tax in more than one jurisdiction, the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

12.Compensation and Leadership Development Committee. The Optionee hereby agrees that any change, interpretation, determination or modification of this Agreement by the Compensation and Leadership Development Committee (the “Committee”) shall be final and conclusive for all purposes and on all persons including the Company and the Optionee; provided, however, that with respect to any amendment or modification of the Plan which affects the Option made hereby, the Committee shall have determined that such amendment or modification is in the best interests of the Optionee of such Option.

13.Prohibited Activities; Post-Employment Covenants; Additional Remedies of Clawback and Recoupment.

g.Notwithstanding any other term of the Agreement or any prior agreement to the contrary, in order to be eligible to benefit from any portion of the Option, the Optionee must have entered into an agreement containing restrictive covenants concerning limitations of the Optionee’s behavior both during employment or service and following termination of employment or service that is satisfactory to the Company or one of its Subsidiaries. In the event the Optionee engages in any action that violates any such restrictive covenants at any time during the term of the Agreement, the Option shall be forfeited. The Optionee further agrees that to the extent permitted by applicable law, upon demand by the Company or one of its Subsidiaries, the Optionee will forfeit, return or repay the “Benefits and Proceeds” (as defined below) in the event the Optionee breaches any post-employment or post-service covenant with the Company and/or any of its Subsidiaries.

h.For the purposes of this Agreement, “Benefits and Proceeds” means:

i.to the extent the Optionee has received any Stock in satisfaction of this Option and the Optionee continues to hold those shares of Stock, the shares of Stock so acquired;

ii.to the extent the Optionee has received any Stock in satisfaction of this Option and no longer owns the shares of Stock so acquired, cash in an amount equal to the Fair Market Value of such shares of Stock on the date such payment is demanded by the Company (which, unless otherwise determined by the Committee, shall be equal to the closing sale price during regular trading hours of the shares of Stock as reported by the New York Stock Exchange on such date); and

Form approved July 2022    4

iii.to the extent the Optionee has not received any Stock in satisfaction of this Option, all of the Optionee’s remaining rights, title or interest in the Option.

14.Right of Set-Off. The Optionee agrees that the Company may, to the extent determined by the Company to be permitted by applicable law and consistent with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), retain for itself funds otherwise payable to the Optionee pursuant to the Award or any award under any award program administered by the Company to offset (i) any amounts paid by the Company to a third party pursuant to any award, judgment, or settlement of a complaint, arbitration, or lawsuit of which the Optionee was the subject; or (ii) any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, or repayment obligations under any award agreement. The Company may not retain such funds and set-off such obligations or liabilities, as described above, until such time as they would otherwise be payable to the Optionee in accordance with the Award terms. Only after-tax amounts will be applied to set-off the Optionee’s obligations and liabilities and the Optionee will remain liable to pay any amounts that are not thereby satisfied in full.

15.Modification of Agreement. If any of the terms of this Agreement may, in the opinion of the Company, conflict or be inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, the Company reserves the right to modify this Agreement to be consistent with applicable laws or regulations. If all or any part or application of the provisions of this Agreement are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between Optionee and the Company, each and all of the other provisions of this Agreement shall remain in full force and effect. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought, except where specifically provided to the contrary herein.

16.Data Privacy.

a.To the extent consent is required, the Optionee hereby consents to the collection, use and transfer, in electronic or other form, of the Optionee’s personal data as described in this Agreement and any other Option materials by and among, as applicable, the Employer, the Company any Subsidiary and any Affiliated Company for the purpose of implementing, administering and managing the Optionee’s participation in the Plan. The Employer and the Company will be joint data controllers in relation to the Optionee’s personal data.

b.The Optionee understands that the Employer, the Company, any Subsidiary and any Affiliated Company may hold certain personal information about the Optionee, including but not limited to his or her name, home address, email address, telephone number, date of birth, social security number, passport number or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company and details of all Options or any other entitlements to shares of Stock awarded, cancelled, vested, unvested, or outstanding in the Optionee’s favor (“Data”), for the purpose of implementing, administering or managing the Plan. Certain Data may also constitute “sensitive personal data” within the meaning of applicable local law. Such Data include, but are not limited to, the information provided above and any changes thereto and other appropriate personal and financial data about the Optionee. The Optionee hereby provides explicit consent to the Company, the Employer, any Subsidiary and any Affiliated Company to process any such Data to the extent it is necessary for the purposes of implementing, administering and managing the Optionee’s participation in the Plan.

c.The Optionee understands that Data will be transferred, for the purposes of implementing, administering and managing the Optionee’s participation in the Plan, to such equity plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Optionee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., Canada, the United Kingdom, France or other location) may have data privacy laws and protections which provide standards of protection that are different to or lower than the standards provided by the data privacy laws in the Optionee’s country. The Optionee understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Optionee authorizes the Company, the Company’s equity service plan provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and

Form approved July 2022    5

transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. The Optionee understands that Data will be held only as long as is necessary to implement, administer and manage the Optionee’s participation in the Plan. The Optionee understands if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to or deletion of Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Optionee understands that he or she is providing the consents herein on a purely voluntary basis. If the Optionee does not consent, or if the Optionee later seeks to revoke his or her consent, his or her employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Optionee’s consent is that the Company would not be able to grant the Optionee Options or other equity awards or administer or maintain such awards. Therefore, the Optionee understands that refusing or withdrawing his or her consent may affect the Optionee’s ability to participate in the Plan. For more information on the consequences of the Optionee’s refusal to consent or withdrawal of consent, the Optionee understands that he or she may contact his or her local human resources representative.

d.Finally, upon request of the Company or the Employer, the Optionee agrees to provide an executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Employer) that the Company and/or the Employer may deem necessary to obtain from the Optionee for the purposes of administering the Optionee’s participation in the Plan in compliance with the data privacy laws in the Optionee’s country, either now or in the future. The Optionee understands and agrees that the Optionee will not be able to participate in the Plan if the Optionee fails to provide any such consent or agreement requested by the Company and/or the Employer.

17.Nature of Award. In accepting the Option, the Optionee acknowledges, understands and agrees that:

a.the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan;

b.this Option and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future options, awards or benefits in lieu of any options or awards, even if similar options or awards have been granted repeatedly in the past;

c.all determinations with respect to any future options or awards, including, but not limited to, the times when options or awards are made, the amount of the options or awards and other conditions attached to the options or awards, will be at the sole discretion of the Company and/or the Committee;

d.participation in this Plan or program is voluntary;

e.the Option and any shares of Stock acquired under the Plan upon exercise of the Option are extraordinary items and do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or any of its Subsidiaries or Affiliated Companies (including, as applicable, the entity employing the Optionee or to which the Optionee provides services, (the “Employer”)) and which are outside the scope of the Optionee’s employment or service contract, if any;

f.this Option, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;

g.for the purposes of the Option, unless otherwise specified by the Company or any Affiliated Company, the Optionee’s employment or service will be considered terminated as of the date the Optionee is no longer actively providing services to the Company or any Subsidiary or Affiliated Company (regardless of the reason for such termination and whether or not later to be found

Form approved July 2022    6

invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Optionee’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period or period during with the Optionee is in receipt of pay in lieu of such notice or severance pay (e.g., the Optionee’s period of service would not include any contractual, statutory or common law notice period or period during which the Optionee is in the receipt of pay in lieu of such notice or severance pay or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Optionee is no longer actively providing services for the purposes of the Option (including whether the Optionee may still be considered to be providing services while on a leave of absence);

h.the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty. If the shares of Stock subject to the Option do not increase in value following the Grant Date, the Option will have no value. If the Optionee exercises the Option and obtains the shares of Stock, the value of those shares of Stock acquired upon exercise may increase or decrease in value, even below the Option exercise price;

i.no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of the Optionee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and in consideration of the grant of the Option to which the Optionee is otherwise not entitled, the Optionee irrevocably agrees never to institute any claim against the Company, the Employer, any Subsidiary or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;

j.the Option and the Optionee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Optionee’s employment or service relationship (if any). The right of the Company or Employer to terminate at will the Optionee’s employment or service at any time for any reason is specifically reserved;

k.if the Optionee is providing services outside the United States, the Optionee acknowledges and agrees that neither the Company, the Employer, any Subsidiary nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Optionee pursuant to the exercise of the Option or the subsequent sale of any Stock acquired upon exercise; and

l.in the event of any conflict between communications to the Optionee by the Company of the terms of this Agreement or the records of any third-party administrator and the Plan, the Plan will prevail.

18.No Advice Regarding Grant. None of the Company, any Subsidiary or any Affiliated Company is providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Optionee’s participation in the Plan, or the Optionee’s acquisition or sale of the underlying Stock. The Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

19.Entire Agreement; Severability. The Plan and this Agreement set forth the entire understanding between the Optionee, the Employer, the Company and any Subsidiary regarding the acquisition of the Stock and supersedes all prior oral and written agreements pertaining to this Option. If all or any part of the provisions of this Agreement are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between the Optionee and the Company, each and all of the other provisions of the Agreement shall remain in full force and effect.

20.Definitions. For purposes of this Agreement:

Form approved July 2022    7

e.“Retirement in Good Standing” means:

i.in the United States and Canada, termination of employment after the date the Optionee reaches (A) age 55 and the Optionee has 10 or more years of service with the Company and its Subsidiaries, or (B) age 65, regardless of years of service with the Company and its Subsidiaries;

ii.in all other jurisdictions, retirement, as determined by the Committee in its sole discretion;

iii.you have provided at least 120 days advance written notice of your intent to retire (and during the period from the date of such advance written notice to the date of your termination, your employment has not been terminated for Cause); and

iv.the Committee has approved that such termination will be treated as a Retirement in Good Standing.

a.“Disability” means:

v.in the United States, that the Optionee has been determined by the Social Security Administration to be totally disabled; and

vi.in all other jurisdictions, disability, as determined pursuant to the Employer’s long-term disability policy.

f.“Change in Control Termination” means the occurrence of both: (A) a Change in Control and (B) during the period commencing 12 months prior to the first occurrence of the Change in Control and ending 24 months after such Change in Control, the Company or one of its Subsidiaries involuntarily terminates the Optionee’s employment or Service without Cause or the Optionee terminates employment for Good Reason.

21.Compliance with Law. Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Stock, the Company shall not be required to deliver any Stock issuable upon exercise of the Option prior to the completion of any registration or qualification of the Stock under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Optionee understands that the Company is under no obligation to register or qualify the Stock with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Stock. Further, the Optionee agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without the Optionee’s consent to the extent necessary to comply with securities or other laws applicable to issuance of Stock.

22.Language. If the Optionee is resident in a country where English is not an official language, the Optionee acknowledges and agrees that it is his or her express intent that this Agreement and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Option be drawn up in English. Further, the Optionee acknowledges that he or she is sufficiently proficient in English to understand the terms and conditions of this Agreement and any documents related to the Plan or has had the ability to consult with an advisor who is sufficiently proficient in the English language. If the Optionee has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

23.Electronic Delivery and Acceptance. The Optionee consents and agrees to electronic delivery of any Plan documents, proxy materials, annual reports or other related documents, and to the electronic review, confirmation and acceptance procedures governing this Option. The Optionee consents and agrees that any such electronic procedures may be affected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan. The Optionee further agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Optionee acknowledges and agrees that the Company may provide

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personal information regarding the Optionee and any award of Options under the Plan, included but not limited to this Option, to any third party engaged by the Company to provide administrative or brokerage services related to the Plan.

24.Appendix A. The Option shall be subject to any special terms and conditions for the Optionee’s country set forth in Appendix A. Moreover, if the Optionee relocates to one of the countries included in Appendix A, the special terms and conditions for such country will apply to the Optionee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A constitutes part of this Agreement.

25.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Optionee’s participation in the Plan, on the Option and on any Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

26.Waiver. The Optionee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or acceptance of any subsequent breach by the Optionee or any other person claiming rights with respect to the Option.

27.Insider Trading Restrictions/Market Abuse Laws. The Optionee acknowledges that, depending on the Optionee’s country of residence, the Optionee may be subject to insider trading restrictions and/or market abuse laws, which may affect the Optionee’s ability to acquire or sell shares of Stock or rights to shares of Stock (e.g., Options) under the Plan during such times as the Optionee is considered to have “inside information” regarding the Company (as defined by the laws or regulations in the Optionee’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Optionee places before he or she possessed inside information. Furthermore, the Optionee could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. The Optionee understands that third parties may include fellow employees or service providers. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy. The Optionee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Optionee is advised to speak to his or her personal advisor on this matter.

28.Exchange Control, Foreign Asset/Account and/or Tax Reporting. Depending upon the country to which laws the Optionee is subject, the Optionee may have certain foreign asset/account and/or tax reporting requirements that may affect his or her ability to acquire or hold shares of Stock under the Plan or cash received from participating in the Plan (including from any dividends or sale proceeds arising from the sale of shares of Stock) in a brokerage or bank account outside the Optionee’s country of residence. The Optionee’s country may require that the Optionee report such accounts, assets or transactions to the applicable authorities in his or her country. The Optionee also may be required to repatriate cash received from participating in the Plan to his or her country within a certain period of time after receipt. The Optionee is responsible for knowledge of and compliance with any such regulations and should speak with his or her personal tax, legal and financial advisors regarding same.

29.Mobility. If, during the course of the Optionee’s employment with the Company or any of its Subsidiaries or during the provision of services to the Company or any of its Subsidiaries, the Optionee relocates to another jurisdiction, the Company reserves the right to modify the terms of this Agreement and/or impose other requirements on the Optionee’s participation in the Plan, on the Option and on any shares of Stock acquired under the Plan, to the extent the Company or any of its Subsidiaries determine it is necessary or advisable to comply with local law, rules and/or regulations or to facilitate the operation and administration of the Option and the Plan, and to require the Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Optionee agrees to take any and all actions, and consents to any and all actions taken by the Company and its Subsidiaries, as may be required to allow the Company and its Subsidiaries to comply with local laws, rules and regulations in the Optionee’s country of residence (or employment, if different).

30.Governing Law and Venue. This Option has been granted and this Agreement has been made in and shall be governed by, construed under and in accordance with the laws of the State of Texas, without regard to the conflict of law provisions, as provided in the Plan. Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Option or this Agreement, shall be brought and heard exclusively in the United States

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District Court for the Southern District of Texas or Harris County, Texas, USA. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.

Sysco Corporation

Using the electronic acceptance tool, the Optionee must accept the above Option in accordance with and subject to the terms and conditions of this Agreement and the Plan, acknowledge that he or she has read this Agreement and the Plan, and agrees to be bound by this Agreement, the Plan and the actions of the Committee. If he or she does not do so prior to 90 days from the Grant Date, then the Company may declare the Option null and void at any time. Also, in the unfortunate event that death occurs before this Agreement has been accepted, this Option will be voided, which means the Award will terminate automatically and cannot be transferred to the Optionee’s heirs pursuant to the Optionee’s will or the laws of descent and distribution.

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APPENDIX A

STOCK OPTION AGREEMENT

Pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan

Terms and Conditions

This Appendix includes additional terms and conditions that govern the Option granted to the Optionee under the Plan if the Optionee works in one of the countries listed below. If the Optionee is a citizen or resident of a country other than the one in which the Optionee is currently working, is considered a resident of another country for local law purposes or if the Optionee transfers employment and/or residency between countries after the Grant Date, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Optionee.

Certain capitalized terms used but not defined in this Appendix have the same meanings set forth in the Plan and/or the Agreement, as applicable.

Notifications

This Appendix also includes information regarding securities, exchange control and certain other tax or legal issues of which the Optionee should be aware with respect to the Optionee’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of June 2022. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Optionee not rely on the information in this Appendix as the only source of information relating to the consequences of the Optionee’s participation in the Plan because the information may be out of date when the Option vests, Stock are issued to the Optionee and/or the Optionee sells Stock acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Optionee’s particular situation and the Company is not in a position to assure the Optionee of a particular result. Accordingly, the Optionee is advised to seek appropriate professional advice as to how the relevant laws in the Optionee’s country may apply to his or her situation. Furthermore, additional privacy laws may apply in the Optionee’s country.

Finally, if the Optionee is a citizen or resident of a country other than the one in which the Optionee is currently working, is considered a resident of another country for local law purposes or if the Optionee transfers employment and/or residency between countries after the Option Date, the information contained herein may not be applicable to the Optionee in the same manner.

EUROPEAN UNION (“EU”) / EUROPEAN ECONOMIC AREA (“EEA”)/UNITED KINGDOM (“UK”)

Terms and Conditions

Data Privacy

If the Optionee resides and/or is employed in the EU/EEA/UK, Section 13 of the Agreement shall be replaced with the following:

The Company, being the applicable data controller, is located at 1390 Enclave Parkway, Houston, Texas 77077, USA and issues Awards under the Plan to employees of the Company and its Affiliated Companies in its sole discretion. The Optionee should review the following information about the Company’s data processing practices.

(a)Data Collection and Usage. Pursuant to applicable data protection laws, the Optionee is hereby notified that the Company collects, processes and uses certain personally-identifiable information about the Optionee for the legitimate interest of implementing, administering and managing the Plan and generally administering equity awards; specifically, including the Optionee’s name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Stock or directorships held in the Company, and details of all Awards or any entitlement to shares of Stock awarded, canceled, exercised, vested, or outstanding in the Optionee’s favor, which the Company receives from the Optionee or the Employer. In granting the Awards under the Plan, the Company

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will collect the Optionee’s personal data for purposes of allocating shares of Stock and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing and use of the Optionee’s personal data is that it is necessary for the performance of the Company’s contractual obligations under the Plan and performance of the Agreement. The Optionee’s refusal to provide personal data would make it impossible for the Company to perform its contractual obligations and may affect the Optionee’s ability to participate in the Plan. As such, by participating in the Plan, the Optionee voluntarily acknowledges the collection, use, processing and transfer of the Optionee’s personal data as described herein. The Company shall implement appropriate technical and organizational security measures to protect the Optionee’s personal data.

(b)Stock Plan Administration Service Provider. The Company transfers participant data to Fidelity Stock Plan Services LLC an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. The Company shall ensure that this, and any subsequent, administrator contractually agree to comply with legally required data protection obligations to protect the Optionee’s personal data. In the future, the Company may select a different service provider and share the Optionee’s data with another company that serves in a similar manner. The Company’s service provider will open an account for the Optionee to receive and trade shares of Stock. The Optionee will be asked to agree on separate terms and data processing practices with the service provider, which is a condition to the Optionee’s ability to participate in the Plan.

(c)International Data Transfers. The Company and its service providers are based in the United States. The Company can only meet its contractual obligations to the Optionee if the Optionee’s personal data is transferred to the United States. The Company’s legal basis for the transfer of the Optionee’s personal data to the United States is the performance of contractual obligations to the Optionee and it shall use the standard data protection clauses adopted by the EU Commission.

(d)Data Retention. The Company will use the Optionee’s personal data only as long as is necessary to implement, administer and manage the Optionee’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and securities laws. When the Company no longer needs the Optionee’s personal data, the Company will remove it from its systems. If the Company keeps the Optionee’s data longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis would be for compliance with relevant laws or regulations.

(e)Data Subject Rights. The Optionee may have a number of rights under data privacy laws in the Optionee’s country of residence. For example, the Optionee’s rights may include the right to (i) request access or copies of personal data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in the Optionee’s country, and/or (vi) request a list with the names and addresses of all recipients of the Optionee’s personal data. To receive clarification regarding the Optionee’s rights or to exercise the Optionee’s rights, the Optionee should contact his or her local human resources department.

UNITED STATES OF AMERICA

Terms and Conditions

When exercised, all or a portion of this Option may be an incentive stock option, governed by Section 422 of the Code.

By accepting this Option, Optionee further acknowledges receipt of the Plan Prospectus, which contains important information, including a discussion of federal tax consequences.

CANADA

Terms and Conditions

Termination of Employment

The following provision supplements Section 17(g) of the Agreement:

‘For purposes of the Option, the Optionee’s employment or service will be considered terminated as of the date the Optionee is no longer actually employed or otherwise rendering services to the Company or, if different, the Subsidiary or Affiliated Company to which the Optionee provides services (regardless of the reason for such

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termination and whether or not later found to be invalid or in breach of employment or other laws or otherwise rendering services or the terms of the Optionee’s employment or other service agreement, if any). Unless otherwise provided in the Agreement or extended by the Company, the Optionee’s right to vest in the Option, if any, will terminate effective as of such date, and the period (if any) during which the Optionee may exercise a vested Option after termination will commence on such date (the “Termination Date”). The Termination Date will not be extended by any common law notice period. Notwithstanding the foregoing, however, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Optionee’s right to vest in the Option under the Agreement, if any, will be allowed to continue for that minimum notice period but then immediately terminate effective as of the last day of the Optionee’s minimum statutory notice period.

In the event the date the Optionee is no longer providing actual service cannot be reasonably determined under the terms of this Agreement and/or the Plan, the Company shall have the exclusive discretion to determine when the Optionee is no longer actively providing services for purposes of the Option (including whether the Optionee may still be considered to be providing services while on a leave of absence). Any portion of the Option that is not vested on the Termination Date shall terminate immediately and be null and void. Unless the applicable employment standards legislation specifically requires, in the Optionee’s case, the Optionee will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which the Optionee’s service relationship is terminated (as determined under this provision), nor will the Optionee be entitled to any compensation for lost vesting.’

Data Privacy

The following provision supplements Section 16 of the Agreement:

‘The Optionee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Optionee further authorizes the Company, any Affiliated Companies and any stock plan service provider that may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their respective advisors. The Optionee further authorizes the Company and any Affiliated Companies to record such information and to keep such information in the Optionee’s employee file, subject to applicable periods in accordance with applicable law.’

Language Consent

The following terms and conditions apply to the Optionee if resident in Quebec:

The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Consentement relatif à la langue utilisée

Les parties reconnaissent avoir exigé que cette convention («Agreement») soit rédigée en anglais, ainsi que tous les documents, avis et procédures judiciaires, éxécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente.

Payment of Exercise Price and Taxes

Notwithstanding anything to the contrary in the Plan or in Sections 7 or 11 of this Agreement, no Tax-Related Items may be paid by delivery of shares of Stock or by having the Company withhold or retain shares of Stock otherwise issuable upon exercise of the Option.

Notwithstanding anything to the contrary in the Plan or in Section 7 of this Agreement, the exercise price of the Option may not be paid by delivery of shares of Stock or by having the Company withhold or retain shares of Stock otherwise issuable upon exercise of the Option.

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Notifications

Tax Information

All or a portion of the shares of Stock subject to the Option may be "non-qualified securities" within the meaning of the Income Tax Act (Canada).

Securities Law Information

The Optionee is permitted to sell Shares acquired through the Plan subject to certain restrictions on resale imposed by Canadian provincial and territorial securities laws, as applicable. The Optionee should consult his or her own personal tax advisor in this regard.

Foreign Asset/Account Reporting Information

Canadian residents are required to report any foreign property (e.g., Shares acquired under the Plan and possibly unvested Options) if the total cost of their foreign property exceeds a specified threshold at any time in the year. It is the Optionee’s responsibility to comply with these reporting obligations, and the Optionee should consult his or her own personal tax advisor in this regard.

COSTA RICA

There are no country-specific provisions.

FRANCE

Terms and Conditions

Option Not Qualified

The Option is not granted under the French specific regime provided by Articles L. 225-177-1 and seq. or L. 22-10-59 and L. 22-10-60 of the French Commercial Code.

Language Consent

By accepting the Option, the Optionee confirms having read and understood the documents relating to this grant (the Plan and the Agreement) which were provided in English language. The Optionee accepts the terms of those documents accordingly. The Optionee confirms that the Optionee has a good knowledge of the English language.

En acceptant l’Option, le Titulaire de l’Option confirme avoir lu et compris les documents relatifs à cette Option (le Plan et ce Contrat) qui ont été fournis en langue anglaise. Le Titulaire de l’Option accepte les termes de ces documents en connaissance de cause. Etant précisé que le Titulaire de l’Option a une bonne maîtrise de la langue anglaise.

Notifications

Foreign Asset/Account Information

The Optionee may hold shares of Stock acquired upon exercise of the Option, any proceeds resulting from the sale of shares of Stock or any dividends paid on such shares of Stock outside of France, provided the Optionee declares all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) with his or her annual income tax return. Failure to complete this reporting may trigger penalties for the resident.

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IRELAND

Exercise Period

The following provisions shall supplement Section 6 of the Agreement:

‘Solely for the purposes of this Agreement, and not withstanding anything to the contrary in the Plan, the Optionee’s employment or service will be deemed to terminate, and severance of Optionee’s employment relationship will be deemed to occur, on the date that the Optionee ceases to be actively employed by or actively provide services to the Company or any of its Subsidiaries or Affiliated Companies. Accordingly, in the event of termination of the Optionee’s employment or service, the Option shall cease to vest, and the exercise period following severance of the Optionee’s employment relationship shall be measured from, the date of cessation of active employment or service and shall not be extended by any notice period mandated or implied under local law, contract or otherwise during which the Optionee is not actually actively employed or providing services or during or for which the Optionee receives pay in lieu of notice or severance pay or is on garden leave or similar leave. The Company shall have the sole discretion to determine when the Optionee is no longer actively employed or actively providing services for purposes of this Agreement, without reference to any other agreement, written or oral, including the Optionee’s contract of employment or service.’

Responsibility for Tax

The following provisions shall supplement Section 11 of the Agreement:

‘Regardless of any action the Company (or any Subsidiary) takes with respect to any or all Taxes, the Optionee acknowledges that the ultimate liability for all Taxes is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company (or any Subsidiary). the Optionee further acknowledges that the Company and its Subsidiaries (including the Optionee’s employer) (i) make no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Option, including the grant, vesting or exercise of the Option or the subsequent sale of any shares of common stock acquired at exercise; and (ii) do not commit to, and are under no obligation to, structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Taxes or achieve any particular tax result. Further, if the Optionee is subject to taxation in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Optionee acknowledges that the Company and/or its Subsidiaries (including the Optionee’s employer or former employer, as applicable) may be required to withhold or account for Taxes in more than one jurisdiction.’

Terms and Conditions

Definitions

The following provision shall be inserted as Section 20(d) of the Agreement:

‘“Taxes” means any income tax or national contributions or any other payroll or statutory taxes or payment on account of obligations or other payments which the Committee determines must be withheld, collected or accounted for.’

SWEDEN

Terms and Conditions

Responsibility for Tax

The following provisions shall supplement Section 11 of the Agreement:

‘Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 11 of the Agreement, in accepting the Option, the Optionee authorizes the Company to withhold shares of Stock or to sell shares of Stock otherwise deliverable to the Optionee upon exercise of the Option to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items.’

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UNITED KINGDOM

Terms and Conditions

Exercise Period

The following provisions shall supplement Section 6 of the Agreement:

‘Solely for the purposes of this Agreement, and not withstanding anything to the contrary in the Plan, the Optionee’s employment or service will be deemed to terminate, and severance of the Optionee’s employment relationship will be deemed to occur, on the date that the Optionee ceases to be actively employed by or actively provide services to the Company or any of its Subsidiaries or Affiliated Companies. Accordingly, in the event of termination of the Optionee’s employment or service, the Option shall cease to vest, and the exercise period following severance of the Optionee’s employment relationship shall be measured from, the date of cessation of active employment or service and shall not be extended by any notice period mandated or implied under local law, contract or otherwise during which the Optionee is not actually actively employed or providing services or during or for which the Optionee receives pay in lieu of notice or severance pay or is on garden leave or similar leave. The Company shall have the sole discretion to determine when the Optionee is no longer actively employed or actively providing services for purposes of this Agreement, without reference to any other agreement, written or oral, including the Optionee’s contract of employment or service.’

Responsibility for Taxes

The following provisions shall supplement Section 11 of the Agreement:

‘At the request of the Company at any time before the exercise of an Option, the Optionee must elect, to the extent permitted by law, and using a form approved by HM Revenue and Customs (“HMRC”), that the whole or any part of the liability for national insurance contributions (“NICs”) arising as a result of a taxable event attributable to the Option or the Optionee’s participation in the plan shall be transferred to the Optionee.

The Optionee hereby agrees that the Optionee is liable for all Taxes and hereby covenants to pay all such Taxes, as and when requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority). The Optionee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer against any Taxes that they are required to pay or withhold on the Employee’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority). For purposes of this Agreement, Tax-Related Items include (without limitation) employment income tax, employee National Insurance contributions (“NICs”) and the employee portion of the Health and Social Care levy.

Notwithstanding the foregoing, if the Optionee is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Optionee may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the Optionee, as it may be considered a loan. In this case, the amount of any income tax not collected within 90 days after the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute an additional benefit to the Optionee on which additional income tax and NICs and Health and Social Care levy may be payable. The Optionee understands that the Optionee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the value of any employee NICs and employee Health and Social Care levy due on this additional benefit, which may be recovered from the Optionee by the Company or the Employer by any of the means referred to in Section 11 of the Agreement.’

Definitions

The following provision shall be inserted as Section 20(d) of the Agreement:

‘“Taxes” means any income tax or national contributions or any other payroll or statutory taxes or payment on account of obligations or other payments which the Committee determines must be withheld, collected or accounted for.’

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Notifications

Securities Disclosure

This Agreement is not an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the Plan. The Plan and Options are exclusively available in the UK to bona fide employees and former employees of the Company and any UK Subsidiary of the Company.

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Document

Exhibit 10.5

RESTRICTED STOCK UNIT AGREEMENT

Pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan

Sysco Corporation (the “Company”) hereby agrees to award to you (the “Grantee”) Restricted Stock Units (“RSUs”) in accordance with and subject to the terms, conditions and restrictions of this Restricted Stock Unit Agreement, including any country-specific provisions for the Grantee’s country in Appendix A attached hereto (“Appendix A” together with the Restricted Stock Unit Agreement, the “Agreement”). Except as otherwise provided in Section 3 below in the event of the Grantee’s death, the RSUs hereby awarded (the “Award”) shall be settled in the form of shares of stock with each RSU earned being settled for one (1) share of the Company’s Common Stock, USD 1.00 par value (“Stock”), but until such settlement, the Award will be denominated in RSUs. Any RSUs earned will be settled, and the corresponding shares of Stock will be issued to the Grantee, on the date set forth below if the conditions described in this Agreement are satisfied. The number of RSUs subject to this Award and the date of this Award (the “Grant Date”) are set forth in the records of the Company and have been communicated to the Grantee either way (1) directly to the Grantee by the Company, or (2) electronically by the Company to the Grantee through the website of a third party administrator engaged by the Company. This Award is made under the terms of the Sysco Corporation 2018 Omnibus Incentive Plan (the “Plan”), the terms of which are incorporated into this Agreement. The RSUs shall vest in three (3) equal tranches commencing on the first day of the calendar month immediately following each of the first three (3) anniversaries of the Grant Date (each, a “Vesting Date”).

By accepting this Award, the Grantee confirms consent to the terms of the post-employment covenants communicated to the Grantee, if any, as a condition precedent to this Award, including the associated limitations on the Grantee’s behavior following termination of employment. The Grantee further acknowledges receipt of the Plan and the Plan Prospectus.

TERMS AND CONDITIONS OF THIS AGREEMENT

(1)    General Conditions. This Award is in the form of RSUs that settle in shares of Stock on the Vesting Date, except as otherwise provided in Section 3 below in the event of the Grantee’s death. If the conditions set forth in this Agreement are satisfied, the shares of Stock will be released to the Grantee as soon as administratively feasible following the Vesting Date. If these conditions are not satisfied, the Award shall be forfeited. Capitalized terms in this Agreement refer to defined terms in the Plan, except as otherwise defined herein. Except as provided in Section 3 or in Appendix A, the shares of Stock shall be issued following the Vesting Date only if the Grantee is continuously employed by the Company or a Subsidiary (the entity employing the Grantee being the “Employer”) from the Grant Date until the end of the vesting period. For the avoidance of doubt, for purposes of this Agreement, the Grantee’s transfer of employment from the Company to a Subsidiary, from a Subsidiary to the Company or from one Subsidiary to another Subsidiary shall not constitute a termination of employment.

(2)    Stock, Dividends and Voting Rights. As soon as administratively practicable following the Vesting Date, or as otherwise provided in Section 3 below, the number of indicated shares of Stock shall be issued to the Grantee, provided all conditions are satisfied. Except as provided herein and in Section 3 below, all Awards shall be settled in shares of Stock. Prior to the issuance of shares of Stock and any Dividend Equivalents (as defined below), the Grantee shall have no rights with respect to the shares of Stock, including but not limited to rights to sell, assign, vote, exchange, transfer, pledge, hypothecate or otherwise dispose of the shares of Stock and any Dividend Equivalents. In addition, prior to the issuance of the shares of Stock and any Dividend Equivalents, the Grantee shall not be entitled to receive dividends and shall not have any other rights with respect to the Stock and any Dividend Equivalents. Notwithstanding the foregoing, if the Grantee works or resides outside the United States, the Company may, in its sole discretion, settle the RSUs in the form of a cash payment to the extent settlement in shares of Stock: (i) is prohibited under local law, (ii) would require the Grantee, the Company or any of its Subsidiaries to obtain the approval of any governmental and/or regulatory body in the Grantee’s country, or (iii) is administratively burdensome. Alternatively, the Company may, in its sole discretion, settle the RSUs in shares of Stock but require the Grantee to sell such shares of Stock immediately or within a specified period following the Grantee’s termination of employment (in which case, this Agreement shall give the Company the authority to issue sales instructions on the Grantee’s behalf).

(3)    Employment Events.

(a)    Subject to the attached Appendix A, if any of the employment events listed below occur prior to the Vesting Date, the terms of this subparagraph shall apply. The following table describes the result depending on the nature of the Grantee’s termination of employment, or other employment event, and the timing of the same. In the event of the Grantee’s termination of employment prior to the Vesting Date for reasons other than those set forth below, the Award shall be forfeited.

Event Following Grant Date and prior to Vesting Date
Employment with the Employer terminates because of Disability (as defined in Section 16, below). •The Award will continue to vest as if active employment continued for the entire vesting period.
Employment with the Employer terminates as a result of a Retirement in Good Standing (as defined in Section 16, below). •The Award shall:<br><br>•continue to vest as if active employment continued for the entire vesting period if employment terminates as a result of a Retirement in Good Standing on or after the first Vesting Date.<br><br>•be forfeited in its entirety if employment terminates as a result of Retirement in Good Standing prior to the first Vesting Date.
Employment with the Employer terminates because of death. •All unvested RSUs subject to the Award shall immediately vest.
Employment with the Employer involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 16, below). •The Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting.
Military leave or other leave to the extent required by applicable law •For this purpose, employment is deemed to continue during the vesting period.
Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1 •The Award will continue to vest as if active employment continued for the entire vesting period.

1 In the case of other leaves of absence not specified above, including any leaves that extend beyond 12 months, the Grantee will be deemed to have terminated employment on the date that the leave commences (so that the Award will be forfeited as of such date), unless the Committee identifies a valid business interest in doing otherwise, in which case it may specify what provisions it deems appropriate at its sole discretion; provided that the Committee shall have no obligation to consider any such matters.

(4)    Acceptance of Agreement. The Grantee shall indicate his or her acceptance of this Agreement, in the method directed by the Company.

(5)    Notices. Each notice relating to this Award shall be in writing. All notices to the Company shall be addressed to the Corporate Secretary, Sysco Corporation, 1390 Enclave Parkway, Houston, Texas 77077, USA. All notices to the Grantee shall be addressed to the address of the Grantee on file with the Company or the Employer. Either the Company or the Grantee may designate a different address by written notice to the other. Written notice to said addresses shall be effective to bind the Company, the Grantee and the Grantee’s representatives and beneficiaries.

(6)    Dividend Equivalents. In the event that the Company sets a Record Date for the payment of a dividend on its Stock from the date of this Agreement until the Award is fully vested, the Grantee shall be entitled to receive with respect to the RSUs, dividend equivalent amounts equal to the regular cash dividend payable to holders of the Company’s Stock (to the extent regular quarterly cash dividends are paid) as if the Grantee were an actual shareholder with respect to the number of shares of Stock equal to the Grantee’s outstanding RSUs (whether vested or unvested) (the “Dividend Equivalents”). The Grantee’s right to Dividend

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Form approved July 2022

Equivalents shall cease upon forfeiture or payment of the RSUs pursuant to Section 2, 3 or 9, as applicable. The aggregate amount of such Dividend Equivalents shall be held by the Company, without interest thereon, and shall vest and be paid to the Grantee at the same time as the RSUs to which such Dividend Equivalents relate vest and are paid.

(7)    Responsibility for Taxes.

(a)    Irrespective of any action taken by the Company or the Employer, the Grantee hereby acknowledges and agrees that the ultimate liability for all income tax, social insurance, social security, national insurance contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), is and remains the responsibility of the Grantee or the Grantee’s estate (as applicable) and may exceed the amount actually withheld by the Company or the Employer, if any. The Grantee acknowledges and understands that the requirements with respect to the Tax-Related Items may change from time to time as applicable laws or interpretations change.

(b)    Prior to any relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company, the Employer, and their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items withholding obligations by one or a combination of the following:

(i)    withholding from the Grantees’ wages or other cash compensation, including Dividend Equivalents, paid to the Grantee by the Company and/or the Employer, or any other payment of any kind otherwise due to the Grantee by the Company and/or the Employer; or

(ii)    withholding from proceeds of the sale of shares of Stock acquired upon settlement of the Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent); or

(iii)    retention of or withholding in shares of Stock to be issued upon settlement of the Award having a Fair Market Value that is sufficient to satisfy the Tax-Related Items.

The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates.

(c)    Notwithstanding the foregoing in Section 7(b) of the Agreement, the Company, the Employer or their respective agents, as applicable, intend to withhold shares of Stock to be issued upon settlement of the Award having a Fair Market Value that is sufficient to satisfy the Tax-Related Items, unless the Grantee pays the applicable withholding amount in cash prior to any relevant taxable or tax withholding event, in accordance with procedures established by the Company, the Employer or their respective agents, as applicable. Further, if the Grantee is subject to Section 16 of the Exchange Act pursuant to Rule 16a-2 promulgated thereunder, the Company will withhold in shares of Stock unless the use of such withholding method is problematic under applicable law or has materially adverse accounting or tax consequences, in which case, the withholding obligation may be satisfied by one or a combination of methods set forth in Section 7(b)(i) and (ii) above.

(d)    If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Grantee is deemed to have been issued the full amount of shares of Stock subject to the Award, notwithstanding that an amount of shares of Stock is retained solely for the purpose of paying the Tax-Related Items.

(e)    In addition, the Grantee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The

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Form approved July 2022

Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items.

(f)    The Grantee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Award, the issuance of shares of Stock upon settlement of the Award, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or Dividend Equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee is subject to tax in more than one jurisdiction, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(8)    Compensation and Leadership Development Committee. The Grantee hereby agrees that any change, interpretation, determination or modification of this Agreement by the Compensation and Leadership Development Committee (the “Committee”) shall be final and conclusive for all purposes and on all persons including the Company and the Grantee; provided, however, that with respect to any amendment or modification of the Plan which affects the Award made hereby, the Committee shall have determined that such amendment or modification is in the best interests of the Grantee of such Award.

(9)    Prohibited Activities; Post-Employment Covenants; Additional Remedies of Clawback and Recoupment.

(a)    Notwithstanding any other term of the Agreement or any prior agreement to the contrary, in order to be eligible to earn any portion of the Award, the Grantee must have entered into an agreement containing restrictive covenants concerning limitations of the Grantee’s behavior both during employment and following termination of employment that is satisfactory to the Company or one of its Affiliated Companies. In the event the Grantee engages in any action that violates any such restrictive covenants at any time during the term of the Agreement, the Award shall be forfeited. The Grantee further agrees that to the extent permitted by applicable law, upon demand by the Company or one of its Affiliated Companies, the Grantee will forfeit, return or repay the “Benefits and Proceeds” (as defined below) in the event the Grantee breaches any post-employment covenant with the Company and/or any of its Subsidiaries.

(b)    For purposes of this Agreement, “Benefits and Proceeds” means:

(i)    to the extent the Grantee has received any shares of Stock in satisfaction of this Award and the Grantee continues to hold those shares of Stock, the shares of Stock so acquired;

(ii)    to the extent the Grantee has received any shares of Stock in satisfaction of this Award and no longer owns the shares of Stock so acquired, cash in an amount equal to the Fair Market Value of such shares of Stock on the date such payment is demanded by the Company (which, unless otherwise determined by the Committee, shall be equal to the closing sale price during regular trading hours of the shares of Stock as reported by the New York Stock Exchange on such date);

(iii)    to the extent the Grantee has not received any shares of Stock in satisfaction of this Award, all of the Grantee’s remaining rights, title or interest in the Award; and

(iv)    cash in an amount equal to any Dividend Equivalents paid in connection with the RSUs.

(10)    Right of Set-Off.  The Grantee agrees that the Company may, to the extent determined by the Company to be permitted by applicable law and consistent with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), retain for itself funds otherwise payable to the Grantee pursuant to the Award or any award under any award program administered by the Company to offset (i) any amounts paid by the Company to a third party pursuant to any award, judgment, or settlement of a complaint, arbitration, or lawsuit of which the Grantee was the subject; or (ii) any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, or repayment obligations under any award agreement. The Company may not retain such funds and set-off such obligations or liabilities, as described above, until such time as they would otherwise be payable to the

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Form approved July 2022

Grantee in accordance with the Award terms. Only after-tax amounts will be applied to set-off the Grantee’s obligations and liabilities and the Grantee will remain liable to pay any amounts that are not thereby satisfied in full.

(11)    Modification of Agreement. If any of the terms of this Agreement may, in the opinion of the Company, conflict or be inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, the Company reserves the right to modify this Agreement to be consistent with applicable laws or regulations. If all or any part or application of the provisions of this Agreement are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between the Grantee and the Company, each and all of the other provisions of this Agreement shall remain in full force and effect. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought, except where specifically provided to the contrary herein.

(12)    Data Privacy. The Grantee hereby acknowledges, and to the extent that consent is required, consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data as described in this Agreement and any other Award materials by and among, as applicable, the Employer, the Company and any Affiliated Company for the purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Employer and the Company will be joint data controllers in relation to the Grantee’s personal data.

The Grantee understands that the Employer, the Company and any Affiliated Companies may hold certain personal information about the Grantee, including but not limited to his or her name, home address, email address, telephone number, date of birth, social security number, passport number or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company and details of all Awards or any other entitlements to shares of Stock awarded, cancelled, vested, unvested, or outstanding in the Grantee’s favor (“Data”), for the purpose of implementing, administering or managing the Plan. Certain Data may also constitute “sensitive personal data” within the meaning of applicable local law. Such Data includes, but is not limited to, the information provided above and any changes thereto and other appropriate personal and financial data about the Grantee. The Grantee hereby provides explicit consent to the Company, the Employer and any Affiliated Companies to process any such Data to the extent it is necessary for the purposes of implementing, administering and managing the Grantee’s participation in the Plan.

The Grantee understands that Data will be transferred, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, to such equity plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Grantee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., Canada, United Kingdom, France or other location) may have data privacy laws and protections which provide standards of protection that are different to, or lower than, the standards provided by the data privacy laws in the Grantee’s country (e.g. the United States). The Grantee understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Grantee authorizes the Company, the Company’s equity service plan provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to or deletion of Data or refuse or withdraw the consents herein, in any case

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Form approved July 2022

without cost, by contacting in writing his or her local human resources representative. Further, the Grantee understands that he or she is providing the consents herein on a purely voluntary basis. If the Grantee does not consent, or if the Grantee later seeks to revoke his or her consent, his or her employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Grantee’s consent is that the Company would not be able to grant the Grantee Awards or other equity awards or administer or maintain such awards. Therefore, the Grantee understands that refusing or withdrawing his or her consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative.

Finally, upon request of the Company or the Employer, the Grantee agrees to provide an executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Employer) that the Company and/or the Employer may deem necessary to obtain from the Grantee for the purposes of administering the Grantee’s participation in the Plan in compliance with the data privacy laws in the Grantee’s country, either now or in the future. The Grantee understands and agrees that the Grantee will not be able to participate in the Plan if the Grantee fails to provide any such consent or agreement requested by the Company and/or the Employer.

(13)    Nature of Award. In accepting the Award, the Grantee acknowledges, understands and agrees that to the maximum extent permitted by law:

(a)    the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan and applicable law;

(b)    this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;

(c)    all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of shares of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee;

(d)    participation in this Plan or program is voluntary;

(e)    this Award and the underlying shares of Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;

(f)    the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;

(g)    for the purposes of the Award, unless otherwise specified by the Company or any Subsidiary, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the

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Form approved July 2022

Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);

(h)    the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty;

(i)    no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.

(j)    the RSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;

(k)    if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement; and

(l)    in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third-party administrator and the Plan, the Plan will control.

(14)    No Advice Regarding Grant. Neither the Company nor any Affiliated Company is providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the Grantee’s acquisition or sale of the underlying shares of Stock. The Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

(15)    Entire Agreement; Severability. The Plan and this Agreement set forth the entire understanding between the Grantee, the Employer, the Company, and any Affiliated Company regarding the acquisition of the shares of Stock relating to this Award and supersedes all prior oral and written agreements pertaining to this Award. If all or any part or application of the provisions of this Agreement are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between the Grantee and the Company, each and all of the other provisions of this Agreement shall remain in full force and effect.

(16)    Definitions. For purposes of this Agreement:

(a)    “Change in Control Termination” means the occurrence of both: (i) a Change in Control and (ii) during the period commencing 12 months prior to the first occurrence of the Change in Control and ending 24 months after such Change in Control, the Company or one of its Subsidiaries involuntarily terminates the Grantee’s employment without Cause or the Grantee terminates employment for Good Reason.

(b)    “Disability” means:

(i)in the United States, that the Grantee has been determined by the Social Security Administration to be totally disabled; and

(ii)in all other jurisdictions, as determined pursuant to the Employer’s long-term disability policy.

(c)    “Retirement in Good Standing” means:

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Form approved July 2022

(i)in the United States and Canada, “termination of employment after the date the Grantee first (A) reaches age 55 and the Grantee has 10 or more years of service with the Company and its Subsidiaries, or (B) reaches age 65, regardless of years of service with the Company and its Subsidiaries; and

(ii)in all other jurisdictions, retirement as determined by the Committee in its sole discretion.

(17)    Compliance with Law. Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of Stock, the Company shall not be required to deliver any shares of Stock issuable upon settlement of the Award prior to the completion of any registration or qualification of the shares of Stock under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Grantee understands that the Company is under no obligation to register or qualify the shares of Stock with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares of Stock. Further, the Grantee agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without the Grantee’s consent to the extent necessary to comply with securities or other laws applicable to issuance of shares of Stock.

(18)    Language. If the Grantee is resident in a country where English is not an official language, the Grantee acknowledges and agrees that it is his or her express intent that this Agreement and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs be drawn up in English. Further, the Grantee acknowledges that he or she is sufficiently proficient in English to understand the terms and conditions of this Agreement and any documents related to the Plan or has had the ability to consult with an advisor who is sufficiently proficient in the English language. If the Grantee has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

(19)    Electronic Delivery and Acceptance. The Grantee consents and agrees to electronic delivery of any Plan documents, proxy materials, annual reports or other related documents, and to the electronic review, confirmation and acceptance procedures governing this Award. The Grantee consents and agrees that any such electronic procedures may be affected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan. The Grantee further agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee acknowledges and agrees that the Company may provide personal information regarding the Grantee and any Award under the Plan, including but not limited to this Award, to any third party engaged by the Company to provide administrative or brokerage services related to the Plan.

(20)    Appendix A. The Award shall be subject to any special terms and conditions for the Grantee’s country set forth in Appendix A. Moreover, if the Grantee relocates to one of the countries included in Appendix A, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A constitutes part of this Agreement.

(21)    Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Grantee’s participation in the Plan, on the Award and on any shares of Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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Form approved July 2022

(22)    Waiver. The Grantee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Grantee or any other Grantee.

(23)    Insider Trading Restrictions/Market Abuse Laws. By participating in the Plan, the Grantee agrees to comply with the Company’s policy on insider trading (to the extent that it is applicable to the Grantee). The Grantee further acknowledges that, depending on the Grantee’s or his or her broker’s country of residence or where the shares of Stock are listed, the Grantee may be subject to insider trading restrictions and/or market abuse laws which may affect the Grantee’s ability to accept, acquire, sell or otherwise dispose of shares of Stock, rights to shares of Stock (e.g., Awards) or rights linked to the value of shares of Stock, during such times the Grantee is considered to have “inside information” regarding the Company as defined by the laws or regulations in the Grantee’s country. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Grantee places before he or she possessed inside information. Furthermore, the Grantee could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. The Grantee understands that third parties may include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Grantee acknowledges that it is the Grantee’s responsibility to comply with any applicable restrictions, and that the Grantee should, therefore, consult with his or her personal legal advisor on this matter.

(24)    Exchange Control, Foreign Asset/Account and/or Tax Reporting. Depending upon the country to which laws the Grantee is subject, the Grantee may have certain foreign asset/account and/or tax reporting requirements that may affect his or her ability to acquire or hold shares of Stock under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents or sale proceeds arising from the sale of shares of Stock) in a brokerage or bank account outside the Grantee’s country of residence. The Grantee’s country may require that the Grantee report such accounts, assets or transactions to the applicable authorities in his or her country. The Grantee also may be required to repatriate cash received from participating in the Plan to his or her country within a certain period of time after receipt. The Grantee is responsible for knowledge of and compliance with any such regulations and should speak with his or her personal tax, legal and financial advisors regarding same.

(25)    Mobility. If, during the course of the Grantee’s employment with the Company or any of its Subsidiaries or during the provision of services to the Company or any of its Subsidiaries, the Grantee relocates to another jurisdiction, the Company reserves the right to modify the terms of this Agreement and/or impose other requirements on the Grantee’s participation in the Plan, on the RSUs and on any shares of Stock acquired under the Plan, to the extent the Company or any of its Subsidiaries determine it is necessary or advisable to comply with local law, rules and/or regulations or to facilitate the operation and administration of the RSUs and the Plan, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Grantee agrees to take any and all actions, and consents to any and all actions taken by the Company and its Subsidiaries, as may be required to allow the Company and its Subsidiaries to comply with local laws, rules and regulations in the Grantee’s country of residence (or employment, if different).

(26)    Governing Law and Venue. This Award and this Agreement has been made in and shall be governed by, construed under and in accordance with the laws of the State of Texas, without regard to the conflict of law provisions, as provided in the Plan. Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Award or this Agreement, shall be brought and heard exclusively in the United States District Court for the Southern District of Texas or Harris County, Texas, USA. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or

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Form approved July 2022

hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.

Sysco Corporation

Using the electronic acceptance tool, the Grantee must accept the above Award in accordance with and subject to the terms and conditions of this Agreement and the Plan, acknowledge that he or she has read this Agreement and the Plan, and agrees to be bound by this Agreement, the Plan and the actions of the Committee. If he or she does not do so prior to 90 days from the Grant Date, then the Company may declare the Award null and void at any time. Also, in the unfortunate event that death occurs before this Agreement has been accepted, this Award will be voided, which means the Award will terminate automatically and cannot be transferred to the Grantee’s heirs pursuant to the Grantee’s will or the laws of descent and distribution.

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Form approved July 2022

APPENDIX A

RESTRICTED STOCK UNIT AGREEMENT

Terms and Conditions

This Appendix includes additional terms and conditions that govern the Award granted to the Grantee under the Plan if the Grantee resides and/or works in one of the countries listed below. If the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently residing and/or working, is considered a resident of another country for local law purposes or if the Grantee transfers employment and/or residency between countries after the Grant Date, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Grantee.

Certain capitalized terms used but not defined in this Appendix have the same meanings set forth in the Plan and/or the Agreement, as applicable.

Notifications

This Appendix also includes information regarding securities, exchange control and certain other tax or legal issues of which the Grantee should be aware with respect to the Grantee’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of June 2022. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the information in this Appendix as the only source of information relating to the consequences of the Grantee’s participation in the Plan because the information may be out of date when the Award vests, shares of Stock are issued to the Grantee and/or the Grantee sells shares of Stock acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Grantee’s particular situation and the Company is not in a position to assure the Grantee of a particular result. Accordingly, the Grantee is advised to seek appropriate professional advice as to how the relevant laws in the Grantee’s country may apply to his or her situation. Furthermore, additional privacy laws may apply in the Grantee’s country.

Finally, if the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently residing and/or working, is considered a resident of another country for local law purposes or if the Grantee transfers employment and/or residency between countries after the Grant Date, the information contained herein may not be applicable to the Grantee in the same manner.

EUROPEAN UNION (“EU”) / EUROPEAN ECONOMIC AREA (“EEA”) / UNITED KINGDOM (“UK”)

Terms and Conditions

Data Privacy

If the Grantee resides and/or is employed in the EU/EEA/UK, Section 12 of the Agreement shall be replaced with the following:

The Company, being the applicable data controller, is located at 1390 Enclave Parkway, Houston, Texas 77077, USA and issues Awards under the Plan to employees of the Company and its Affiliated Companies in its sole discretion. The Grantee should review the following information about the Company’s data processing practices.

(a)Data Collection and Usage. Pursuant to applicable data protection laws, the Grantee is hereby notified that the Company collects, processes and uses certain personally-identifiable information about the Grantee for the legitimate interest of implementing, administering and managing the Plan and generally administering equity awards; specifically, including the Grantee’s name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Stock or directorships held in the Company, and details of all Awards or any entitlement to shares of Stock awarded, canceled, exercised, vested, or outstanding in the Grantee’s favor, which the Company receives from the Grantee or the Employer. In granting the Awards under the Plan, the Company will collect the Grantee’s personal data for

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Form approved July 2022

purposes of allocating shares of Stock and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing and use of the Grantee’s personal data is that it is necessary for the performance of the Company’s contractual obligations under the Plan and performance of the Agreement. The Grantee’s refusal to provide personal data would make it impossible for the Company to perform its contractual obligations and may affect the Grantee’s ability to participate in the Plan. As such, by participating in the Plan, the Grantee voluntarily acknowledges the collection, use, processing and transfer of the Grantee’s personal data as described herein. The Company shall implement appropriate technical and organizational security measures to protect the Grantee’s personal data.

(b)Stock Plan Administration Service Provider. The Company transfers participant data to Fidelity Stock Plan Services LLC an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. The Company shall ensure that this, and any subsequent, administrator contractually agree to comply with legally required data protection obligations to protect the Grantee’s personal data. In the future, the Company may select a different service provider and share the Grantee’s data with another company that serves in a similar manner. The Company’s service provider will open an account for the Grantee to receive and trade shares of Stock. The Grantee will be asked to agree on separate terms and data processing practices with the service provider, which is a condition to the Grantee’s ability to participate in the Plan.

(c)International Data Transfers. The Company and its service providers are based in the United States. The Company can only meet its contractual obligations to the Grantee if the Grantee’s personal data is transferred to the United States. The Company’s legal basis for the transfer of the Grantee’s personal data to the United States is the performance of contractual obligations to the Grantee and it shall use the standard data protection clauses adopted by the EU Commission.

(d)Data Retention. The Company will use the Grantee’s personal data only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and securities laws. When the Company no longer needs the Grantee’s personal data, the Company will remove it from its systems. If the Company keeps the Grantee’s data longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis would be for compliance with relevant laws or regulations.

(e)Data Subject Rights. The Grantee may have a number of rights under data privacy laws in the Grantee’s country of residence. For example, the Grantee’s rights may include the right to (i) request access or copies of personal data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in the Grantee’s country, and/or (vi) request a list with the names and addresses of all recipients of the Grantee’s personal data. To receive clarification regarding the Grantee’s rights or to exercise the Grantee’s rights, the Grantee should contact his or her local human resources department.

UNITED STATES OF AMERICA

Terms and Conditions

Section 409A

This Agreement is intended to comply with the requirements of section 409A of the Code, and this Agreement shall be interpreted on a basis consistent with such intent. Notwithstanding any provision in this Agreement to the contrary, if the Grantee is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments otherwise payable under this Agreement to prevent any accelerated or additional tax under section 409A of the Code, then the Company will postpone the payment until five (5) days after the end of the six-month period following the Grantee’s “separation from service” (as defined under section 409A of the Code). If the Grantee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Grantee’s estate within 60 days after the date of the Grantee’s death. The determination of who is a specified employee, including the number and identity of persons considered specified employees and the identification date, shall be made by the Committee in accordance with the provisions of sections 416(i) and 409A of the Code. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. Notwithstanding any provision in this Agreement to the contrary, in the event of a Change in Control Termination, if the Change in

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Form approved July 2022

Control does not constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under Section 409A of the Code and if required by Section 409A of the Code, payment will be made on the date on which payment would have been made had there been no Change in Control. For purposes of section 409A of the Code, each payment under this Agreement shall be treated as a separate payment. This Agreement may be amended without the consent of the Grantee in any respect deemed by the Committee to be necessary in order to preserve compliance with section 409A of the Code or other applicable law.

Responsibility for Taxes

The following provisions shall supplement Section 7 of the Agreement:

‘Notwithstanding the above, for any FICA and Medicare tax withholding obligation that arises (i) upon the Grantee becoming eligible for Retirement in Good Standing (on or after the first Vesting Date) or Disability and (ii) prior to a time for which shares of Stock subject to such a continued vesting have otherwise become payable, those obligations shall be satisfied by deducting from the shares of Stock under this Award that number of shares of Stock which have a Fair Market Value, as determined by the Company, equal to the amount of the FICA and Medicare tax withholding obligations due with respect to this Award, and any portion of a previous award made to Grantee under the Plan for which such tax withholding obligations arise, rounded up to the nearest whole share; provided, however, that no such withholding method shall be applied to a Grantee who, at the time of such determination, is subject to Section 16 of the U.S. Securities Exchange Act of 1934 pursuant to Rule 16a-2 promulgated thereunder.’

Definitions

The following provision supplements Section 16(c) of the Agreement:

‘In addition, in order to be eligible for extended vesting associated with a Retirement in Good Standing under Section 3(a) of this Agreement or any other prior award of restricted stock units under the plan, the Grantee must also have been continuously employed through the Initial Retirement Eligibility Date.’

The following definition is added as Section 16(d) of the Agreement:

‘Initial Retirement Eligibility Date” means the earliest to occur of the following dates after which the Grantee first satisfies the age and/or service requirements for Retirement in Good Standing: September 30th or December 15th.’

BAHAMAS

Terms and Conditions

Settlement in Cash

Notwithstanding any provision in the Agreement to the contrary, pursuant to Section 2 of the Agreement, the RSUs will be settled in the form of a cash payment, except as otherwise determined by the Company.

CANADA

Terms and Conditions

Stock, Dividends and Voting Rights

The following provisions shall supplement Section 2 of the Agreement:

‘Notwithstanding any provisions herein to the contrary, the RSUs shall be settled only in shares of Stock (and may not be settled in cash). Such shares of Stock shall be either newly issued shares of Stock or shares of Stock that have been reacquired by the Company in the open market.’

The following provisions supplement Section 6 of the Agreement:

Notwithstanding any provisions herein to the contrary, Participants in Canada shall not be awarded, and shall not be eligible to receive, any dividend equivalents pursuant to Section 6 of this Agreement.

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Form approved July 2022

Withholding of Tax-Related Items

Notwithstanding Sections 7(b) and 7(c) of the Agreement, any applicable withholding obligation for Tax-Related Items shall not be satisfied by withholding shares of Stock that are to be issued upon settlement of the Award. Rather, any such withholding obligation shall be satisfied by one or more of the alternate means referred to in Section 7(b) of the Agreement.

Termination of Employment

The following provision replaces Section 13(g) of the Agreement:

‘For purposes of the Award, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actually employed or otherwise rendering services to the Company or, if different, the Subsidiary to which the grantee provides services (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment or other laws or otherwise rendering services or the terms of the Grantee’s employment or other service agreement, if any). Unless otherwise extended by the Company, the Grantee’s right to vest in the Award, if any, will terminate effective as of such date (the “Termination Date”). The Termination Date will not be extended by any common law notice period. Notwithstanding the foregoing, however, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Grantee’s right to vest in the Award under the Agreement, if any, will be allowed to continue for that minimum notice period but then immediately terminate effective as of the last day of the Grantee’s minimum statutory notice period.

In the event the date the Grantee is no longer providing actual service cannot be reasonably determined under the terms of this Agreement and/or the Plan, the Company shall have the exclusive discretion to determine when the Grantee is no longer actively providing services for purposes of the Award (including whether the Grantee may still be considered to be providing services while on a leave of absence). Any portion of the Award that is not vested on the Termination Date shall terminate immediately and be null and void. Unless the applicable employment standards legislation specifically requires, in the Grantee’s case, the Grantee will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which the Grantee’s service relationship is terminated (as determined under this provision), nor will the Grantee be entitled to any compensation for lost vesting.’

Data Privacy

The following provision supplements Section 12 of the Agreement:

‘The Grantee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Grantee further authorizes the Company, any Subsidiary and any stock plan service provider that may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their respective advisors. The Grantee further authorizes the Company and any Subsidiary to record such information and to keep such information in the Grantee’s employee file, subject to applicable periods in accordance with applicable law.’

Language Consent

The following terms and conditions apply to the Grantees resident in Quebec:

The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

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Form approved July 2022

Consentement relatif à la langue utilisée

Les parties reconnaissent avoir exigé que cette convention («Agreement») soit rédigée en anglais, ainsi que tous les documents, avis et procédures judiciaires, éxécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente.

Notifications

Securities Law Information

The Grantee is permitted to sell shares of Stock acquired through the Plan subject to certain restrictions on resale imposed by Canadian provincial and territorial securities laws, as applicable. The Grantee should consult his or her own personal advisor in this regard.

Foreign Asset/Account Reporting Information

Canadian residents are required to report any foreign specified property (e.g., shares of Stock acquired under the Plan and possibly unvested Awards) if the total cost of their foreign specific property exceeds a specified threshold at any time in the year. It is the Grantee’s responsibility to comply with these reporting obligations, and the Grantee should consult his or her own personal tax advisor in this regard.

COSTA RICA

There are no country-specific provisions.

FRANCE

Terms and Conditions

French-Qualified RSUs granted pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan and its French sub-plan as approved by the stockholders of the Company on November 16, 2018.

The RSUs are intended to qualify for the favorable tax and social security regime in France under Section L. 225-197-1 and seq. or L. 22-10-59 and L. 22-10-60 of the French Commercial Code, as amended. Certain events may affect the status of the RSUs as French-Qualified RSUs, and the French-Qualified RSUs may be disqualified in the future. The Company does not make any undertaking or representation to maintain the qualified status of the RSUs. If the RSUs no longer qualify as French-Qualified RSUs, the favorable tax and social security treatment will not apply, and the gain at vesting will be treated as a salary income for French social security and income tax purposes, subject to the provisions of Article L. 242-1 and L. 242-14 of the French social security code.

Plan Terms

The RSUs are subject to the terms and conditions of the Plan and the French Sub-Plan. To the extent that any term is defined in both the Plan and the French Sub-Plan, for purposes of this grant of French-Qualified RSUs, the definition in the French Sub-Plan shall prevail.

Employment Events

Section 3 of the Agreement shall be supplemented with the following:

‘Notwithstanding anything in the Plan or the Agreement, in the event the Grantee’s employment with the Company or a Subsidiary terminates because of death prior to the satisfaction of the Performance Period, the RSUs will immediately vest and the performance-criteria will be deemed to have been met at Target performance levels and be transferable to the Grantee’s heirs. The Grantee’s heirs may request issuance of the underlying shares of Stock within six (6) months after the Grantee’s death. If the Grantee’s heirs do not request

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Form approved July 2022

the issuance of the underlying shares of Stock within six (6) months of the Grantee’s death, the RSUs will be forfeited.’

Restrictions on Transfer and Sale of Shares of Stock

Section 2(a) of the Agreement shall be supplemented with the following:

‘The Grantee may not sell or transfer the shares of Stock delivered upon settlement of the RSUs prior to the second anniversary of the Grant Date, or such other period as is required to comply with the minimum mandatory holding period applicable to French-Qualified RSUs under Section L. 225-197-1 and seq. or L. 22-10-59 and L. 22-10-60 of the French Commercial code, the relevant sections of the French Tax Code or the French Social Security Code, as amended, to benefit from the favorable tax and social security regime. Notwithstanding the above, the Grantee’s heirs, in the case of the Grantee’s death, or the Grantee, in the case of Disability (as defined under the French Sub-Plan), are not subject to this restriction on the sale of shares of Stock. To ensure compliance with these restrictions, the shares of Stock the Grantee receives pursuant to the RSUs will be held with a broker designated by the Company (or according to any procedure implemented by the Company to ensure compliance with the restrictions) until such shares of Stock are sold. These restrictions will apply even after the Grantee is no longer employed by the Employer, the Company or a Subsidiary.

If the Grantee qualifies as a managing director under French law (“mandataires sociaux”) (i.e., Président du Conseil d’Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, Gérant de Sociétés par actions), the Grantee is required to hold 20% of the shares of Stock issued pursuant to the RSUs in a nominative account under the procedure implemented by the Company and may not to sell or transfer the shares of Stock until he or she ceases to serve as a managing director, as long as this restriction is a requirement under French law and unless French law or regulations provide for a lower percentage (in which case these requirements apply to the lower percentage of shares of Stock held).

Further, as long as the RSUs and the shares of Stock maintain their French-Qualified status, the shares of Stock cannot be sold during certain “Closed Periods” as provided for by Section L. 225-197-1 and seq. or L. 22-10-59 and L. 22-10-60 of the French Commercial Code, as amended, and as interpreted by the French administrative guidelines, so long as these Closed Periods are applicable to shares of Stock issued pursuant to French-Qualified RSUs, and to the extent applicable. Notwithstanding the above, the Grantee’s heirs, in the case of the Grantee’s death, or the Grantee, in the case of Disability (as defined under the French Sub-Plan), are not subject to the restriction on the sale of shares of Stock during Closed Periods.’

Language Consent

By accepting the French Award, the Grantee confirms having read and understood the documents relating to this grant (the Plan and the Agreement) which were provided in English language. The Grantee accepts the terms of those documents accordingly. The Grantee confirms that the Grantee has a good knowledge of the English language.

En acceptant l’Attribution, le Bénéficiaire confirme avoir lu et compris les documents relatifs à cette attribution (le Plan et ce Contrat) qui ont été fournis en langue anglaise. Le Bénéficiaire accepte les dispositions de ces documents en connaissance de cause. Etant précisé que le Titulaire a une bonne maîtrise de la langue anglaise.

Notifications

Foreign Asset/Account Information

The Grantee may hold shares of Stock acquired upon vesting/settlement of the Award, any proceeds resulting from the sale of shares of Stock or any dividends paid on such shares of Stock outside of France, provided the Grantee declares all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) with his or her annual income tax return. Failure to complete this reporting may trigger penalties for the resident.

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Form approved July 2022

HONG KONG

Terms and Conditions

Stock, Dividends and Voting Rights

The following provisions shall supplement Section 2 of the Agreement:

‘Notwithstanding any provisions herein to the contrary, the RSUs shall be settled only in shares of Stock (and may not be settled in cash).’

Lapse of Restrictions

If, for any reason, shares of Stock are issued to the Grantee within six (6) months of the Grant Date, the Grantee agrees that he or she will not sell or otherwise dispose of any such shares of Stock prior to the six (6)-month anniversary of the Grant Date.

Wages

The RSUs and shares of Stock subject to the RSUs do not form part of the Grantee’s wages for the purposes of calculating any statutory or contractual payments under Hong Kong law.

Notifications

Securities Law

Warning: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. The Grantee is advised to exercise caution in relation to the offer. If the Grantee is in any doubt about any of the contents of this document, the Grantee should obtain independent professional advice. Neither the grant of the RSUs nor the settlement of the RSUs upon vesting constitutes a public offering of securities under Hong Kong law and is available only to employees of the Company and its Subsidiaries. This Agreement, the Plan and other incidental communication materials distributed in connection with the RSUs (i) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, and (ii) are intended only for the personal use of each eligible employee of the Company or its Subsidiaries and may not be distributed to any other person.

IRELAND

There are no country-specific provisions.

SRI LANKA

Terms and Conditions

Settlement in Cash

Notwithstanding any provision in the Agreement to the contrary, pursuant to Section 2 of the Agreement, the RSUs will be settled in the form of a cash payment, except as otherwise determined by the Company.

SWEDEN

Terms and Conditions

Responsibility for Taxes

The following provision shall supplement Section 7 of the Agreement:

‘Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set for in Section 7 of the Agreement, in accepting the Award, the Grantee authorizes the Company to withhold shares of Stock or to sell shares of Stock otherwise deliverable to the Grantee upon settlement of the RSUs to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items.’

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Form approved July 2022

UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes

The following provisions shall supplement Section 7 of the Agreement:

‘At the request of the Company at any time before the vesting of the Award, the Grantee must elect, to the extent permitted by law, and using a form approved by HM Revenue and Customs (“HMRC”), that the whole or any part of the liability for national insurance contributions arising as a result of a taxable event attributable to the Award or the Grantee’s participation in the Plan shall be transferred to the Grantee.

The Grantee hereby agrees that the Grantee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC on the Grantee’s behalf (or any other tax authority or any other relevant authority). For purposes of this Agreement, Tax-Related Items include (without limitation) employment income tax, employee National Insurance contributions (“NICs”) and the employee portion of the Health and Social Care levy.

Notwithstanding the foregoing, if the Grantee is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Grantee may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the Grantee, as it may be considered a loan. In this case, the amount of any income tax not collected within 90 days after the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute an additional benefit to the Grantee on which additional income tax and NICs and Health and Social Care levy may be payable. The Grantee understands that the Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the value of any employee NICs and employee Health and Social Care levy due on this additional benefit, which may be recovered from the Grantee by the Company or the Employer by any of the means referred to in Section 7 of the Agreement.’

Notifications

Securities Disclosure

This Agreement is not an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the Plan. The Plan and the Award are exclusively available in the UK to bona fide employees and former employees of the Company and any UK Subsidiary of the Company.

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Form approved July 2022

Document

Exhibit 10.6

PERFORMANCE SHARE UNIT AGREEMENT

Pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan

For Performance Period FY2023 – FY2025

Sysco Corporation (the “Company”) hereby agrees to award to you (the “Grantee”) performance-based Restricted Stock Units (“PSUs”) in accordance with and subject to the terms, conditions and restrictions of this Performance Share Unit Agreement, including any country-specific provisions for the Grantee’s country in Appendix A attached hereto (“Appendix A”, together with Appendix B and the Performance Share Unit Agreement, the “Agreement”). Except as otherwise provided in Section 3 below in the event of the Grantee’s death, the PSUs hereby awarded (the “Award”) shall be settled in the form of shares of stock with each PSU earned being settled for one (1) share of the Company’s Common Stock, USD 1.00 par value (“Stock”), but until such settlement, the Award will be denominated in PSUs. Any PSUs earned will be settled, and the corresponding shares of Stock will be issued to the Grantee, on the date set forth below (“Payment Date”) if the conditions described in this Agreement are satisfied. The number of PSUs subject to this Agreement is expressed as a Target Award, subject to modification based on actual performance. The number of PSUs subject to the Target Award is set forth in the records of the Company and has been communicated to the Grantee either (1) directly to the Grantee by the Company, or (2) electronically by the Company to the Grantee through the website of a third party administrator engaged by the Company. This Award is made under the terms of the Sysco Corporation 2018 Omnibus Incentive Plan (the “Plan”), the terms of which are incorporated into this Agreement.

By accepting this Award, the Grantee confirms consent to the terms of the post-employment covenants communicated to the Grantee as a condition precedent to this Award, including the associated limitations on the Grantee’s behavior following termination of employment. The Grantee further acknowledges receipt of the Plan and the Plan Prospectus.

The following dates and defined terms are applicable for this Award:

Performance Period July 3, 2022 to June 28, 2025
Performance Certification Date The date of the first Compensation and Leadership Development Committee meeting following the completion of final financial statements for the Performance Period.
Payment Date As soon as administratively possible following the Performance Certification Date, currently anticipated to be September 1, 2025, but no later than September 30, 2025.

Performance Criteria: The performance criteria shown in Appendix B (“Performance Criteria”) must be met for any Stock to be issued pursuant to an Award under this Agreement. There may be different performance criteria for different business, geographic or other organizational units that is not shown on Appendix B. The performance criteria that apply originally shall be based on the business, geographic or other organizational unit in which a Grantee is employed on the date the Award is granted. Should the Grantee move to a different business, geographic or organizational unit, or to an Affiliated Company, during the Performance Period, proration or adjustments shall be made pursuant to guidelines established by the Company from time to time. The number of shares of Stock that may be issued on the Payment Date shall be determined based upon the Target Award and the schedule shown in Appendix B, subject to Sections 1 and 3, and in the case of transfer, to the above-mentioned guidelines.

TERMS AND CONDITIONS OF THIS AGREEMENT

(1)    General Conditions. This Award is in the form of PSUs that settle in Stock on the Payment Date, except as otherwise provided in Section 3 below in the event of the Grantee’s death. If the conditions set forth in this Agreement are satisfied, the number of shares of Stock earned based on actual performance achieved will be calculated as of the Performance Certification Date and issued to the Grantee on the Payment Date. If these conditions are not satisfied, the Award shall be forfeited. Capitalized terms in this Agreement refer to defined terms in the Plan, except as otherwise defined herein.

(a)    Continuous Employment. Except as provided in Section 3 or in Appendix A, the Stock shall be issued on the Payment Date only if the Grantee is continuously employed by the Company or a Subsidiary (the entity employing the Grantee being the “Employer”) from the award date until the end of the Performance Period. For the avoidance of doubt, for purposes of this Agreement, the Grantee’s transfer of

DB1/ 115394981.1

employment from the Company to a Subsidiary, from a Subsidiary to the Company or from one Subsidiary to another Subsidiary shall not constitute a termination of employment.

(b)    Performance Conditions. The Stock shall be issuable only if (and to the extent) that the Performance Criteria, set forth herein, are satisfied during the Performance Period. The Compensation and Leadership Development Committee of the Board (the “Committee”) shall certify whether, and to what extent, the Performance Criteria have been achieved with respect to the Performance Period. If actual performance does not meet the levels associated with the minimum performance necessary for any PSUs to be earned (“Threshold,” as set forth in Appendix B), no Stock shall be issued, and the Award shall be forfeited. If actual performance achieved exceeds the levels associated with maximum performance target(s) (“Maximum” as set forth in Appendix B), no additional PSUs may be earned over the Maximum. The resulting number of PSUs earned will be interpolated between threshold, target, and maximum performance levels corresponding to alternative performance levels specified in Appendix B.

(2)    Stock, Dividends and Voting Rights.

(a)    Issuance of Stock and Voting Rights. On the Payment Date, or as otherwise provided in Section 3 below in the event of the Grantee’s death, the number of shares of Stock equal to the number of PSUs earned based on the Performance Criteria shall be issued to the Grantee, provided all conditions set forth in Section 1 above are satisfied. Except as provided herein and in Section 3 below in the event of the Grantee’s death, the Award shall be settled in shares of Stock. Notwithstanding the foregoing, if the Grantee works or resides outside the United States, the Company may, in its sole discretion, settle the PSUs in the form of a cash payment to the extent settlement in shares of Stock: (i) is prohibited under local law, (ii) would require the Grantee, the Company or any of its Subsidiaries to obtain the approval of any governmental and/or regulatory body in the Grantee’s country, or (iii) is administratively burdensome. Alternatively, the Company may, in its sole discretion, settle the PSUs in shares of Stock but require the Grantee to sell such shares of Stock immediately or within a specified period following the Grantee’s termination of employment (in which case, this Agreement shall give the Company the authority to issue sales instructions on the Grantee’s behalf). Prior to the Payment Date, the Grantee shall have no rights with respect to the shares of Stock, including but not limited to rights to sell, assign, vote, exchange, transfer, pledge, hypothecate or otherwise dispose of the Stock. In addition, prior to the Payment Date, the Grantee shall not be entitled to receive dividends and shall not have any other rights with respect to the Stock.

(b)    Dividend Equivalents. Subject to Appendix A, to the extent the Grantee holds PSUs under this Award the Grantee will be credited with a dividend equivalent payment on each PSU upon the payment by the Company of any cash dividend on a share of Stock equal to the amount of such dividend per share of Stock, which dividend equivalent payment shall be payable in cash (or if elected by the Committee in its sole discretion, in Shares having a Fair Market Value as of the Performance Certification Date equal to the amount of such dividends) on the Payment Date to the extent the underlying PSUs are earned. If and to the extent any PSUs subject to this Award are forfeited, any related dividend equivalent payment shall also be forfeited and no dividend equivalent payment shall be paid in respect of that portion of the Award which is forfeited and is not earned based on the achievement of the Performance Criteria applicable to the Award or the failure to satisfy the conditions set forth in Section 1 above.

(3)    Employment Events.

(a)    Subject to the attached Appendix A, if any of the employment events listed below occur prior to the end of the Performance Period, the terms of this subparagraph shall apply. The following table describes the result depending on the nature of the Grantee’s termination of employment, or other employment event, and the timing of the same. In the event of the Grantee’s termination of employment prior to the end of the Performance Period for reasons other than those set forth below, the Award shall be forfeited.

Event Following commencement of Performance Period and prior to the end of the Performance Period
Employment with the Employer terminates because of Disability (as defined in Section 15, below). •The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period, taking into account the actual performance of the Company for the Performance Period.<br><br>•After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date.
Employment with the Employer terminates as a result of a Retirement in Good Standing (as defined in Section 15, below). •If the Grantee incurs a Retirement in Good Standing before the end of the first fiscal year of the Company since the start of the Performance Period, the Award is forfeited.<br><br>•If the Grantee incurs a Retirement in Good Standing on or after the complete fiscal year of the Company from start of the Performance Period, such recipient shall be entitled to retain a prorated number of PSUs subject to the Award if such PSUs have been earned. The PSUs will be prorated based on the number of complete calendar months of employment during the Performance Period through the date of termination of employment.<br><br>•After the Performance Criteria are certified, shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date.
Employment with the Employer terminates because of death. •The Grantee’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Stock on the date of the Grantee’s death and shall be paid within 75 days after the Grantee’s death.
Employment with the Employer involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 15, below). •Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been met at Target performance levels.
Military leave or other leave to the extent required by applicable law •For this purpose, employment is deemed to continue during the Performance Period.<br><br>•After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date.
Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1 •If less than a complete fiscal year of the Company has passed since the start of the Performance Period before the commencement of such an unpaid leave, the Grantee shall be entitled to retain a prorated number of PSUs subject to the Award. The PSUs earned with respect to such a Grantee will be prorated based on the number of complete calendar months of active employment during the Performance Period, divided by 36.<br><br>•After the Performance Criteria are certified, the shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date.

1 In the case of other leaves of absence not specified above, including any leaves that extend beyond 12 months, the Grantee will be deemed to have terminated employment on the date that the leave commences (so that the Award will be forfeited as of such date), unless the Committee identifies a valid business interest in doing otherwise, in which case it may specify what provisions it deems appropriate at its sole discretion; provided that the Committee shall have no obligation to consider any such matters.

(4)    Acceptance of Agreement. The Grantee shall indicate his or her acceptance of this Agreement, in the method directed by the Company.

(5)    Notices. Each notice relating to this Award shall be in writing. All notices to the Company shall be addressed to the Corporate Secretary, Sysco Corporation, 1390 Enclave Parkway, Houston, Texas 77077. All notices to the Grantee shall be addressed to the address of the Grantee on file with the Company or the

Employer. Either the Company or the Grantee may designate a different address by written notice to the other. Written notice to said addresses shall be effective to bind the Company, the Grantee and the Grantee’s representatives and beneficiaries.

(6)    Responsibility for Taxes.

(a)    Irrespective of any action taken by the Company or the Employer, the Grantee hereby acknowledges and agrees that the ultimate liability for all income tax, social insurance, social security, national insurance contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), is and remains the responsibility of the Grantee or the Grantee’s estate (as applicable) and may exceed the amount actually withheld by the Company or the Employer. The Grantee acknowledges and understands that the requirements with respect to the Tax-Related Items may change from time to time as applicable laws or interpretations change.

(b)    Prior to any relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company, the Employer, and their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items withholding obligations by one or a combination of the following:

(1)    withholding from the Grantees’ wages or other cash compensation paid to the Grantee by the Company and/or the Employer, or any other payment of any kind otherwise due to the Grantee by the Company and/or the Employer; or

(2)    withholding from proceeds of the sale of shares of Stock acquired upon settlement of the Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent); or

(3)     retention of or withholding in shares of Stock to be issued upon settlement of the Award having a Fair Market Value that is sufficient to satisfy the Tax-Related Items.

The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates.

(c)    Notwithstanding the foregoing in Section 6(b) of the Agreement, the Company, the Employer or their respective agents, as applicable, intend to withhold shares of Stock to be issued upon settlement of the Award having a Fair Market Value that is sufficient to satisfy the Tax-Related Items, unless the Grantee pays the applicable withholding amount in cash prior to any relevant taxable or tax withholding event, in accordance with procedures established by the Company, the Employer or their respective agents, as applicable. Further, if the Grantee is subject to Section 16 of the Exchange Act pursuant to Rule 16a-2 promulgated thereunder, the Company will withhold in shares of Stock unless the use of such withholding method is problematic under applicable law or has materially adverse accounting or tax consequences, in which case, the withholding obligation may be satisfied by one or a combination of methods set forth in Section 6(b)(1) and (2) above.

(d)    If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Grantee is deemed to have been issued the full amount of Stock subject to the Award, notwithstanding that an amount of Stock is retained solely for the purpose of paying the Tax-Related Items.

(e)    In addition, the Grantee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Stock or the proceeds of the sale of Stock, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items.

(f)    The Grantee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Award, the issuance of Stock upon settlement of the Award, the subsequent sale of Stock acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee is subject to tax in more than one jurisdiction, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(7)    Compensation and Leadership Development Committee. The Grantee hereby agrees that any change, interpretation, determination or modification of this Agreement by the Committee shall be final and conclusive for all purposes and on all persons including the Company and the Grantee; provided, however, that with respect to any amendment or modification of the Plan which affects the Award made hereby, the Committee shall have determined that such amendment or modification is in the best interests of the Grantee of such Award.

(8)    Prohibited Activities; Post-Employment Covenants; Additional Remedies of Clawback and Recoupment.

(a)    Notwithstanding any other term of the Agreement or any prior agreement to the contrary, in order to be eligible to earn any portion of the Award, the Grantee must have entered into an agreement containing restrictive covenants concerning limitations of the Grantee’s behavior both during employment and following termination of employment that is satisfactory to the Company or one of its Affiliated Companies. In the event the Grantee engages in any action that violates any such restrictive covenants at any time during the term of the Agreement, the Award shall be forfeited. The Grantee further agrees that to the extent permitted by applicable law, upon demand by the Company or one of its Affiliated Companies, the Grantee will forfeit, return or repay the “Benefits and Proceeds” (as defined below) in the event the Grantee breaches any post-employment covenant with the Company and/or any of its Subsidiaries.

(b)    For purposes of this Agreement, “Benefits and Proceeds” means:

(i)    to the extent the Grantee has received any Stock in satisfaction of this Award and the Grantee continues to hold those shares of Stock, the shares of Stock so acquired;

(ii)    to the extent the Grantee has received any Stock in satisfaction of this Award and no longer owns the shares of Stock so acquired, cash in an amount equal to the Fair Market Value of such shares of Stock on the date such payment is demanded by the Company (which, unless otherwise determined by the Committee, shall be equal to the closing sale price during regular trading hours of the shares of Stock as reported by the New York Stock Exchange on such date); and

(iii)    to the extent the Grantee has not received any Stock in satisfaction of this Award, all of the Grantee’s remaining rights, title or interest in the Award.

(9)     Right of Set-Off.  The Grantee agrees that the Company may, to the extent determined by the Company to be permitted by applicable law and consistent with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), retain for itself funds otherwise payable to the Grantee pursuant to the Award or any award under any award program administered by the Company to offset (i) any amounts paid by the Company to a third party pursuant to any award, judgment, or settlement of a complaint, arbitration, or lawsuit of which the Grantee was the subject; or (ii) any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, or repayment obligations under any award agreement. The Company may not retain such funds and set-off such obligations or liabilities, as described above, until such time as they would otherwise be payable to the Grantee in accordance with the Award terms. Only after-tax amounts will be applied to set-off the Grantee’s obligations and liabilities and the Grantee will remain liable to pay any amounts that are not thereby satisfied in full.

(10)    Modification of Agreement. If any of the terms of this Agreement may, in the opinion of the Company, conflict or be inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, the Company reserves the right to modify this Agreement to be consistent with applicable laws or regulations. If all or any part or application of the provisions of this Agreement are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between the Grantee and the Company, each and all of the other provisions of this Agreement shall remain in full force and effect. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought, except where specifically provided to the contrary herein.

(11)    Data Privacy. The Grantee hereby acknowledges, and to the extent that consent is required, the Grantee hereby consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data as described in this Agreement and any other Award materials by and among, as applicable, the Employer, the Company and any Affiliated Company for the purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Employer and the Company will be joint data controllers in relation to the Grantee’s personal data.

The Grantee understands that the Employer, the Company and any Affiliated Companies may hold certain personal information about the Grantee, including but not limited to his or her name, home address, email address, telephone number, date of birth, social security number, passport number or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company and details of all Awards or any other entitlements to shares of Stock awarded, cancelled, vested, unvested, or outstanding in the Grantee’s favor (“Data”), for the purpose of implementing, administering or managing the Plan. Certain Data may also constitute “sensitive personal data” within the meaning of applicable local law. Such Data includes, but is not limited to, the information provided above and any changes thereto and other appropriate personal and financial data about the Grantee. The Grantee hereby provides explicit consent to the Company, the Employer and any Affiliated Companies to process any such Data to the extent it is necessary for the purposes of implementing, administering and managing the Grantee’s participation in the Plan.

The Grantee understands that Data will be transferred, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, to such equity plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Grantee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., Canada, the United Kingdom, France or other location) may have data privacy laws and protections which provide standards of protection that are different to, or lower than, the standards provided by the data privacy laws in the Grantee’s country (e.g., the United States). The Grantee understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Grantee authorizes the Company, the Company’s equity service plan provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to or deletion of Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Grantee understands that he or she is providing the consents herein on a purely voluntary basis. If the Grantee does not consent, or if the Grantee later seeks to revoke his or her consent, his or her employment status or service and career with the Employer will not be

adversely affected; the only adverse consequence of refusing or withdrawing the Grantee’s consent is that the Company would not be able to grant the Grantee Awards or other equity awards or administer or maintain such awards. Therefore, the Grantee understands that refusing or withdrawing his or her consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative.

Finally, upon request of the Company or the Employer, the Grantee agrees to provide an executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Employer) that the Company and/or the Employer may deem necessary to obtain from the Grantee for the purposes of administering the Grantee’s participation in the Plan in compliance with the data privacy laws in the Grantee’s country, either now or in the future. The Grantee understands and agrees that the Grantee will not be able to participate in the Plan if the Grantee fails to provide any such consent or agreement requested by the Company and/or the Employer.

(12)    Nature of Award. In accepting the Award, the Grantee acknowledges, understands and agrees that to the maximum extent permitted by law:

(a)    the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan and applicable law;

(b)    this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;

(c)    all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee;

(d)    participation in this Plan or program is voluntary;

(e)    this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;

(f)    the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;

(g)    for the purposes of the Award, unless otherwise specified by the Company or any Subsidiary, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);

(h)    the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty;

(i)    no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.

(j)    the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;

(k)    if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and

(l)    in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third-party administrator and the Plan, the Plan will control.

(13)    No Advice Regarding Grant. Neither the Company nor any Affiliated Company is providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the Grantee’s acquisition or sale of the underlying Stock. The Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

(14)    Entire Agreement; Severability. The Plan and this Agreement set forth the entire understanding between the Grantee, the Employer, the Company, and any Affiliated Company regarding the acquisition of the Stock relating to this Award and supersedes all prior oral and written agreements pertaining to this Award. If all or any part or application of the provisions of this Agreement are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between the Grantee and the Company, each and all of the other provisions of this Agreement shall remain in full force and effect.

(15)    Definitions. For purposes of this Agreement:

(a)    “Retirement in Good Standing” means:

(i)    in the United States and Canada, “termination of employment after the date the Grantee first (A) reaches age 55 and the Grantee has 10 or more years of service with the Company and its Subsidiaries, or (B) reaches age 65, regardless of years of service with the Company and its Subsidiaries; and

(ii)    in all other jurisdictions, retirement, as determined by the Committee in its sole discretion.

(b)    “Disability” means:

(i)    in the United States, that the Grantee has been determined by the Social Security Administration to be totally disabled; and

(ii)     in all other jurisdictions, disability, as determined pursuant to the Employer’s long-term disability policy.

(c)    “Change in Control Termination” means the occurrence of both: (A) a Change in Control and (B) during the period commencing 12 months prior to the first occurrence of the Change in Control and

ending 24 months after such Change in Control, the Company or one of its Subsidiaries involuntarily terminates the Grantee’s employment without Cause or the Grantee terminates employment for Good Reason.

(16)    Compliance with Law. Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Stock, the Company shall not be required to deliver any Stock issuable upon settlement of the Award prior to the completion of any registration or qualification of the Stock under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Grantee understands that the Company is under no obligation to register or qualify the Stock with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Stock. Further, the Grantee agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without the Grantee’s consent to the extent necessary to comply with securities or other laws applicable to issuance of Stock.

(17)    Language. If the Grantee is resident in a country where English is not an official language, the Grantee acknowledges and agrees that it is his or her express intent that this Agreement and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the PSUs be drawn up in English. Further, the Grantee acknowledges that he or she is sufficiently proficient in English to understand the terms and conditions of this Agreement and any documents related to the Plan or has had the ability to consult with an advisor who is sufficiently proficient in the English language. If the Grantee has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

(18)    Electronic Delivery and Acceptance. The Grantee consents and agrees to electronic delivery of any Plan documents, proxy materials, annual reports or other related documents, and to the electronic review, confirmation and acceptance procedures governing this Award. The Grantee consents and agrees that any such electronic procedures may be affected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan. The Grantee further agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee acknowledges and agrees that the Company may provide personal information regarding the Grantee and any Award under the Plan, including but not limited to this Award, to any third party engaged by the Company to provide administrative or brokerage services related to the Plan.

(19)    Appendix A. The Award shall be subject to any special terms and conditions for the Grantee’s country set forth in Appendix A. Moreover, if the Grantee relocates to one of the countries included in Appendix A, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A constitutes part of this Agreement.

(20)    Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Grantee’s participation in the Plan, on the Award and on any Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

(21)    Waiver. The Grantee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Grantee or any other Grantee.

(22)    Insider Trading Restrictions/Market Abuse Laws. By participating in the Plan, the Grantee agrees to comply with the Company’s policy on insider trading (to the extent that it is applicable to the Grantee). The Grantee further acknowledges that, depending on the Grantee’s or his or her broker’s country of residence or where the shares of Stock are listed, the Grantee may be subject to insider trading restrictions and/or market abuse laws which may affect the Grantee’s ability to accept, acquire, sell or otherwise dispose of shares of Stock, rights to shares of Stock (e.g., Awards) or rights linked to the value of shares of Stock, during such times the Grantee is considered to have “inside information” regarding the Company as defined by the laws or regulations in the Grantee’s country. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Grantee places before he or she possessed inside information. Furthermore, the Grantee could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. The Grantee understands that third parties may include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Grantee acknowledges that it is the Grantee’s responsibility to comply with any applicable restrictions, and that the Grantee should, therefore, consult with his or her personal legal advisor on this matter.

(23)    Exchange Control, Foreign Asset/Account and/or Tax Reporting. Depending upon the country to which laws the Grantee is subject, the Grantee may have certain foreign asset/account and/or tax reporting requirements that may affect his or her ability to acquire or hold shares of Stock under the Plan or cash received from participating in the Plan (including from any dividends or sale proceeds arising from the sale of shares of Stock) in a brokerage or bank account outside the Grantee’s country of residence. The Grantee’s country may require that the Grantee report such accounts, assets or transactions to the applicable authorities in his or her country. The Grantee also may be required to repatriate cash received from participating in the Plan to his or her country within a certain period of time after receipt. The Grantee is responsible for knowledge of and compliance with any such regulations and should speak with his or her personal tax, legal and financial advisors regarding same.

(24)    Mobility. If, during the course of the Grantee’s employment with the Company or any of its Subsidiaries or during the provision of services to the Company or any of its Subsidiaries, the Grantee relocates to another jurisdiction, the Company reserves the right to modify the terms of this Agreement and/or impose other requirements on the Grantee’s participation in the Plan, on the PSUs and on any shares of Stock acquired under the Plan, to the extent the Company or any of its Subsidiaries determine it is necessary or advisable to comply with local law, rules and/or regulations or to facilitate the operation and administration of the PSU and the Plan, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Grantee agrees to take any and all actions, and consents to any and all actions taken by the Company and its Subsidiaries, as may be required to allow the Company and its Subsidiaries to comply with local laws, rules and regulations in the Grantee’s country of residence (or employment, if different).

(25)    Governing Law and Venue. This Award and this Agreement has been made in and shall be governed by, construed under and in accordance with the laws of the State of Texas, without regard to the conflict of law provisions, as provided in the Plan. Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Award or this Agreement, shall be brought and heard exclusively in the United States District Court for the Southern District of Texas or Harris County, Texas, USA. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.

Sysco Corporation

Using the electronic acceptance tool, the Grantee must accept the above Award in accordance with and subject to the terms and conditions of this Agreement and the Plan, acknowledge that he or she has read this Agreement and the Plan, and agrees to be bound by this Agreement, the Plan and the actions of the Committee. If he or she does not do so prior to 90 days from the award date, then the Company may declare the Award null and void at any time. Also, in the unfortunate event that death occurs before this Agreement has been accepted, this Award will be voided, which means the Award will terminate automatically and cannot be transferred to the Grantee’s heirs pursuant to the Grantee’s will or the laws of descent and distribution.

APPENDIX A

PERFORMANCE SHARE UNIT AGREEMENT

Pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan

For Performance Period FY2023 – FY2025

Terms and Conditions

This Appendix includes additional terms and conditions that govern the Award granted to the Grantee under the Plan if the Grantee resides or works in one of the countries listed below. If the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently residing and/or working, is considered a resident of another country for local law purposes or if the Grantee transfers employment and/or residency between countries after the award date, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Grantee.

Certain capitalized terms used but not defined in this Appendix have the same meanings set forth in the Plan and/or the Agreement, as applicable.

Notifications

This Appendix also includes information regarding securities, exchange control and certain other tax or legal issues of which the Grantee should be aware with respect to the Grantee’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of June 2022. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the information in this Appendix as the only source of information relating to the consequences of the Grantee’s participation in the Plan because the information may be out of date when the Award vests, Stock are issued to the Grantee and/or the Grantee sells Stock acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Grantee’s particular situation and the Company is not in a position to assure the Grantee of a particular result. Accordingly, the Grantee is advised to seek appropriate professional advice as to how the relevant laws in the Grantee’s country may apply to his or her situation. Furthermore, additional privacy laws may apply in the Grantee’s country.

Finally, if the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently residing and/or working, is considered a resident of another country for local law purposes or if the Grantee transfers employment and/or residency between countries after the award date, the information contained herein may not be applicable to the Grantee in the same manner.

EUROPEAN UNION (“EU”) / EUROPEAN ECONOMIC AREA (“EEA”) / UNITED KINGDOM (“UK”)

Terms and Conditions

Data Privacy

If the Grantee resides and/or is employed in the EU/EEA/UK, Section 11 of the Agreement shall be replaced with the following:

The Company, being the applicable data controller, is located at 1390 Enclave Parkway, Houston, Texas 77077, U.S.A. and issues Awards under the Plan to employees of the Company and its Affiliated Companies in its sole discretion. The Grantee should review the following information about the Company’s data processing practices.

Form approved July 2022

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(a)Data Collection and Usage. Pursuant to applicable data protection laws, the Grantee is hereby notified that the Company collects, processes and uses certain personally-identifiable information about the Grantee for the legitimate interest of implementing, administering and managing the Plan and generally administering equity awards; specifically, including the Grantee’s name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Stock or directorships held in the Company, and details of all Awards or any entitlement to shares of Stock awarded, canceled, exercised, vested, or outstanding in the Grantee’s favor, which the Company receives from the Grantee or the Employer. In granting the Awards under the Plan, the Company will collect the Grantee’s personal data for purposes of allocating shares of Stock and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing and use of the Grantee’s personal data is that it is necessary for the performance of the Company’s contractual obligations under the Plan and performance of the Agreement. The Grantee’s refusal to provide personal data would make it impossible for the Company to perform its contractual obligations and may affect the Grantee’s ability to participate in the Plan. As such, by participating in the Plan, the Grantee voluntarily acknowledges the collection, use, processing and transfer of the Grantee’s personal data as described herein. The Company shall implement appropriate technical and organizational security measures to protect the Grantee’s personal data.

(b)Stock Plan Administration Service Provider. The Company transfers participant data to Fidelity Stock Plan Services LLC an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. The Company shall ensure that this, and any subsequent, administrator contractually agree to comply with legally required data protection obligations to protect the Grantee’s personal data. In the future, the Company may select a different service provider and share the Grantee’s data with another company that serves in a similar manner. The Company’s service provider will open an account for the Grantee to receive and trade shares of Stock. The Grantee will be asked to agree on separate terms and data processing practices with the service provider, which is a condition to the Grantee’s ability to participate in the Plan.

(c)International Data Transfers. The Company and its service providers are based in the United States. The Company can only meet its contractual obligations to the Grantee if the Grantee’s personal data is transferred to the United States. The Company’s legal basis for the transfer of the Grantee’s personal data to the United States is the performance of contractual obligations to the Grantee and it shall use the standard data protection clauses adopted by the EU Commission.

(d)Data Retention. The Company will use the Grantee’s personal data only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and securities laws. When the Company no longer needs the Grantee’s personal data, the Company will remove it from its systems. If the Company keeps the Grantee’s data longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis would be for compliance with relevant laws or regulations.

Data Subject Rights. The Grantee may have a number of rights under data privacy laws in the Grantee’s country of residence. For example, the Grantee’s rights may include the right to (i) request access or copies of personal data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in the Grantee’s country, and/or (vi) request a list with the names and addresses of all recipients of the Grantee’s personal data. To receive clarification regarding the Grantee’s rights or to exercise the Grantee’s rights, the Grantee should contact his or her local human resources department.

UNITED STATES OF AMERICA

Terms and Conditions

Section 409A

This Agreement, including the right to receive Stock upon achievement of the Performance Criteria and satisfaction of the conditions in Section 1 above, is intended to be exempt from the requirements of section 409A of the Code pursuant to the short-term deferral exemption thereunder, and this Agreement, including the right to receive Stock upon the achievement of the Performance Criteria and satisfaction of the conditions in Section 1 above, shall be interpreted on a basis consistent with such intent. Notwithstanding any provision in this Agreement to the contrary,

Form approved July 2022

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if the Grantee is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments otherwise payable under this Agreement to prevent any accelerated or additional tax under section 409A of the Code, then the Company will postpone the payment until five (5) days after the end of the six-month period following the Grantee’s “separation from service” (as defined under section 409A of the Code). If the Grantee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Grantee’s estate within 60 days after the date of the Grantee’s death. The determination of who is a specified employee, including the number and identity of persons considered specified employees and the identification date, shall be made by the Committee in accordance with the provisions of sections 416(i) and 409A of the Code. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. Notwithstanding any provision in this Agreement to the contrary, in the event of a Change in Control Termination, if the Change in Control does not constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under Section 409A of the Code and if required by Section 409A of the Code, payment will be made on the date on which payment would have been made had there been no Change in Control. For purposes of section 409A of the Code, each payment under this Agreement shall be treated as a separate payment. This Agreement may be amended without the consent of the Grantee in any respect deemed by the Committee to be necessary in order to preserve compliance with section 409A of the Code or other applicable law.

CANADA

Terms and Conditions

Stock, Dividends and Voting Rights

The following provisions supplement Section 2(a) of the Agreement:

Notwithstanding any provisions herein to the contrary, the PSUs shall be settled only in shares of Stock (and may not be settled in cash). Such shares of Stock shall be either newly issued shares of Stock or shares of Stock that have been reacquired by the Company in the open market.

The following provisions supplement Section 2(b) of the Agreement:

Notwithstanding any provisions herein to the contrary, Participants in Canada shall not be awarded, and shall not be eligible to receive, any dividend equivalents pursuant to Section 2(b) of this Agreement.

Withholding of Tax-Related Items

Notwithstanding Sections 6(b) and 6(c) of the Agreement, any applicable withholding obligation for Tax-Related Items shall not be satisfied by withholding shares of Stock that are to be issued upon settlement of the Award. Rather, any such withholding obligation shall be satisfied by one or more of the alternate means referred to in Section 6(b) of the Agreement.

Termination of Employment

The following provision replaces Section 12(g) of the Agreement:

For purposes of the Award, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actually employed or otherwise rendering services to the Company or, if different, the Subsidiary to which the grantee provides services (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment or other laws or otherwise rendering services or the terms of the Grantee’s employment or other service agreement, if any). Unless otherwise extended by the Company, the Grantee’s right to vest in the Award, if any, will terminate effective as of such date (the “Termination Date”). The Termination Date

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will not be extended by any common law notice period. Notwithstanding the foregoing, however, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Grantee’s right to vest in the Award under the Agreement, if any, will be allowed to continue for that minimum notice period but then immediately terminate effective as of the last day of the Grantee’s minimum statutory notice period.

In the event the date the Grantee is no longer providing actual service cannot be reasonably determined under the terms of this Agreement and/or the Plan, the Company shall have the exclusive discretion to determine when the Grantee is no longer actively providing services for purposes of the Award (including whether the Grantee may still be considered to be providing services while on a leave of absence). Any portion of the Award that is not vested on the Termination Date shall terminate immediately and be null and void. Unless the applicable employment standards legislation specifically requires, in the Grantee’s case, the Grantee will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which the Grantee’s service relationship is terminated (as determined under this provision), nor will the Grantee be entitled to any compensation for lost vesting.

Data Privacy

The following provision supplements Section 11 of the Agreement:

‘The Grantee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Grantee further authorizes the Company, any Subsidiary and any stock plan service provider that may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their respective advisors. The Grantee further authorizes the Company and any Subsidiary to record such information and to keep such information in the Grantee’s employee file, subject to applicable periods in accordance with applicable law.’

Language Consent

The following terms and conditions apply to the Grantees resident in Quebec:

The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Consentement relatif à la langue utilisée

Les parties reconnaissent avoir exigé que cette convention («Agreement») soit rédigée en anglais, ainsi que tous les documents, avis et procédures judiciaires, éxécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente.

Notifications

Securities Law Information

The Grantee is permitted to sell shares of Stock acquired through the Plan subject to certain restrictions on resale imposed by Canadian provincial and territorial securities laws, as applicable. The Grantee should consult his or her own personal tax advisor in this regard.

Foreign Asset/Account Reporting Information

Canadian residents are required to report any foreign property (e.g., shares of Stock acquired under the Plan and possibly unvested Awards) if the total cost of their foreign property exceeds a specified threshold at any time in the year. It is the Grantee’s responsibility to comply with these reporting obligations, and the Grantee should consult his or her own personal tax advisor in this regard.

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COSTA RICA

There are no country-specific provisions.

FRANCE

Terms and Conditions

PSUs Not Qualified

The PSUs are not granted under the French specific regime provided by Section L-225-197-1 and seq. or L. 22-10-59 and L. 22-10-60 of the French Commercial Code.

Language Consent

By accepting the French Award, the Grantee confirms having read and understood the documents relating to this grant (the Plan and the Agreement) which were provided in English language. The Grantee accepts the terms of those documents accordingly. The Grantee confirms that the Grantee has a good knowledge of the English language.

En acceptant l’Attribution, le Bénéficiaire confirme avoir lu et compris les documents relatifs à cette attribution (le Plan et ce Contrat) qui ont été fournis en langue anglaise. Le Bénéficiaire accepte les dispositions de ces documents en connaissance de cause. Etant précisé que le Titulaire a une bonne maîtrise de la langue anglaise.

Notifications

Foreign Asset/Account Information

The Grantee may hold shares of Stock acquired upon vesting/settlement of the Award, any proceeds resulting from the sale of shares of Stock or any dividends paid on such shares outside of France, provided the Grantee declares all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) with his or her annual income tax return. Failure to complete this reporting may trigger penalties for the resident.

IRELAND

There are no country-specific provisions.

SWEDEN

Terms and Conditions

Responsibility for Taxes

The following provision shall supplement Section 6 of the Agreement:

‘Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set for in Section 6 of the Agreement, in accepting the Award, the Grantee authorizes the Company to withhold shares of Stock or to sell shares of Stock otherwise deliverable to the Grantee upon settlement of the PSUs to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items.’

UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes

The following provisions shall supplement Section 6 of the Agreement:

‘At the request of the Company at any time before the vesting/settlement of the Award, the Grantee must elect, to the extent permitted by law, and using a form approved by HM Revenue and Customs (“HMRC”), that the whole or

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any part of the liability for national insurance contributions arising as a result of a taxable event attributable to the Award or the Grantee’s participation in the Plan shall be transferred to the Grantee.

The Grantee hereby agrees that the Grantee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer against any Tax-Related Items that they are required to pay or withhold on the Grantee’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority). For purposes of this Agreement, Tax-Related Items include (without limitation) employment income tax, employee National Insurance contributions (“NICs”) and the employee portion of the Health and Social Care levy.

Notwithstanding the foregoing, if the Grantee is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Grantee may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the Grantee, as it may be considered a loan. In this case, the amount of any income tax not collected within 90 days after the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute an additional benefit to the Grantee on which additional income tax and NICs and Health and Social Care levy may be payable. The Grantee understands that the Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the value of any employee NICs and employee Health and Social Care levy due on this additional benefit, which may be recovered from the Grantee by the Company or the Employer by any of the means referred to in Section 6 of the Agreement.’

Notifications

Securities Disclosure

This Agreement is not an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the Plan. The Plan and the Award are exclusively available in the UK to bona fide employees and former employees of the Company and any UK Subsidiary of the Company.

Form approved July 2022

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APPENDIX B

PERFORMANCE SHARE UNIT AGREEMENT

Pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan

For Performance Period FY2023 – FY2025

Growth Metric

image_0a.jpg

Performance<br><br>(Payout %) Threshold<br><br>(50%) Target<br><br>(100%) Maximum<br><br>(200%)
FY23
FY24 [Redacted] [Redacted] [Redacted]
FY25

*Growth inclusive of acquisitions

EPS Metric

image_1a.jpg

Performance<br><br>(Payout %) Threshold<br><br>(50%) Target<br><br>(100%) Maximum<br><br>(200%)
FY23
FY24 [Redacted] [Redacted] [Redacted]
FY25

Modifier

TSR Percentile Rank versus S&P 500 Payout Modifier applied to PSU payout
≥ 75th 25%
50th to 55th 0
≤ 25th -25%

THE PERFORMANCE TARGETS SET FORTH ON THIS PAGE CONSTITUTE “CONFIDENTIAL INFORMATION” AND ANY DISCLOSURE OF SUCH PERFORMANCE TARGETS BY A PARTICIPANT PRIOR TO THE TIME SUCH PERFORMANCE TARGETS BECOME PUBLIC INFORMATION WILL RESULT IN SUCH PARTICIPANT FORFEITING HIS OR HER RIGHTS UNDER THIS PROGRAM.

Form approved July 2022

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Document

Exhibit 31.1

CERTIFICATION

I, Kevin P. Hourican, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 1, 2022

/s/ KEVIN P. HOURICAN

Kevin P. Hourican

President and Chief Executive Officer

Document

Exhibit 31.2

CERTIFICATION

I, Aaron E. Alt, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 1, 2022

/s/ AARON E. ALT

Aaron E. Alt

Executive Vice President and Chief Financial Officer

Document

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Kevin P. Hourican, President and Chief Executive Officer, of Sysco Corporation (the “company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.The company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2022 (“Quarterly Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2.All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date: November 1, 2022

/s/ KEVIN P. HOURICAN

Kevin P. Hourican

President and Chief Executive Officer

Document

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Aaron E. Alt, Executive Vice President and Chief Financial Officer, of Sysco Corporation (the “company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.The company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2022 (“Quarterly Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2.All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date: November 1, 2022

/s/ AARON E. ALT

Aaron E. Alt

Executive Vice President and Chief Financial Officer

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