10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

Form 10-Q

(Mark One)
R	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended December29, 2012
£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-6544

________________

Sysco Corporation

(Exact name of registrant as specified in its charter)

Delaware	74-1648137
(State or other jurisdiction of	(IRS employer
incorporation or organization)	identification number)
1390 Enclave Parkway	77077-2099
Houston, Texas	(Zip Code)
(Address of principal executive offices)

Registrant’s Telephone Number, Including Area Code:

(281) 584-1390

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 R    No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). 

Yes  R    No £

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

Large Accelerated Filer  R	Accelerated Filer  £
Non-accelerated Filer   £(Do not check if a smaller reporting company)	Smaller Reporting Company   £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

Yes £     No R

585,990,749 shares of common stock were outstanding as of January  26, 2013.

TABLE OF CONTENTS

		Page No.
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	40
Item 6.	Exhibits	40
Signatures		41

PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements 

Sysco Corporation and its Consolidated Subsidiaries 

CONSOLIDATED BALANCE SHEETS 

(In thousands, except for share data)

	Dec. 29, 2012		Jun. 30, 2012		Dec. 31, 2011
	(unaudited)				(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	320,805	$	688,867	$	336,531
Accounts and notes receivable, less     allowances of $67,926, $42,919, and $71,180		3,168,120		2,966,624		2,882,730
Inventories		2,436,109		2,178,830		2,213,153
Deferred income taxes		116,887		134,503		142,068
Prepaid expenses and other current assets		68,675		80,713		73,568
Prepaid income taxes		49,189		35,271		-
Total current assets		6,159,785		6,084,808		5,648,050
Plant and equipment at cost, less depreciation		3,960,636		3,883,750		3,736,137
Other assets
Goodwill		1,802,630		1,665,611		1,630,879
Intangibles, less amortization		153,358		113,571		102,594
Restricted cash		145,247		127,228		132,031
Other assets		206,411		220,004		204,336
Total other assets		2,307,646		2,126,414		2,069,840
Total assets	$	12,428,067	$	12,094,972	$	11,454,027
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Notes payable	$	42,754	$	-	$	2,500
Accounts payable		2,287,559		2,209,469		2,074,396
Accrued expenses		903,934		909,144		857,538
Accrued income taxes		-		50,316		123,420
Current maturities of long-term debt		253,170		254,650		205,916
Total current liabilities		3,487,417		3,423,579		3,263,770
Other liabilities
Long-term debt		2,809,290		2,763,688		2,649,346
Deferred income taxes		94,987		115,166		218,314
Other long-term liabilities		1,134,800		1,107,499		634,982
Total other liabilities		4,039,077		3,986,353		3,502,642
Commitments and contingencies
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		765,175
Paid-in capital		954,988		939,179		907,991
Retained earnings		8,359,768		8,175,230		7,923,413
Accumulated other comprehensive loss		(605,709)		(662,866)		(323,565)
Treasury stock at cost, 179,819,753,     179,228,383 and 181,352,211 shares		(4,572,649)		(4,531,678)		(4,585,399)
Total shareholders' equity		4,901,573		4,685,040		4,687,615
Total liabilities and shareholders' equity	$	12,428,067	$	12,094,972	$	11,454,027

Note: The June 30, 2012 balance sheet has been derived from the audited financial statements at that date. 

See Notes to Consolidated Financial Statements

1

Sysco Corporation and its Consolidated Subsidiaries 

CONSOLIDATED RESULTS OF OPERATIONS (Unaudited)

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

	13-Week Period Ended				26-Week Period Ended
	Dec. 29, 2012		Dec. 31, 2011		Dec. 29, 2012		Dec. 31, 2011
Sales	$	10,796,890	$	10,244,421	$	21,883,806	$	20,830,811
Cost of sales		8,879,324		8,398,771		17,962,696		17,037,561
Gross profit		1,917,566		1,845,650		3,921,110		3,793,250
Operating expenses		1,534,915		1,418,652		3,059,677		2,856,912
Operating income		382,651		426,998		861,433		936,338
Interest expense		32,242		28,324		63,110		57,798
Other expense (income), net		(1,753)		(3,472)		(4,230)		(3,222)
Earnings before income taxes		352,162		402,146		802,553		881,762
Income taxes		130,793		152,033		294,586		328,996
Net earnings	$	221,369	$	250,113	$	507,967	$	552,766
Net earnings:
Basic earnings per share	$	0.38	$	0.43	$	0.86	$	0.94
Diluted earnings per share		0.38		0.43		0.86		0.94
Average shares outstanding		587,091,968		586,188,302		587,760,060		589,095,964
Diluted shares outstanding		589,751,933		587,034,204		590,130,537		590,241,651
Dividends declared per common share	$	0.28	$	0.27	$	0.55	$	0.53

See Notes to Consolidated Financial Statements

2

Sysco Corporation and its Consolidated Subsidiaries 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(In thousands)

	13-Week Period Ended				26-Week Period Ended
	Dec. 29, 2012		Dec. 31, 2011		Dec. 29, 2012		Dec. 31, 2011
Net earnings	$	221,369	$	250,113	$	507,967	$	552,766
Other comprehensive income (loss):
Foreign currency translation adjustment		(8,771)		18,423		27,389		(83,844)
Items presented net of tax:
Amortization of cash flow hedges		96		107		193		214
Amortization of prior service cost		6,535		773		7,461		1,546
Amortization of actuarial loss (gain), net		11,258		9,216		22,944		18,431
Amortization of transition obligation		22		23		44		46
Prior service cost arising in current year		(24,828)		-		(24,828)		-
Actuarial (loss) gain, net arising in current year		23,954		-		23,954		-
Total other comprehensive income (loss)		8,266		28,542		57,157		(63,607)
Comprehensive income	$	229,635	$	278,655	$	565,124	$	489,159

See Notes to Consolidated Financial Statements

3

Sysco Corporation and its Consolidated Subsidiaries 

CONSOLIDATED CASH FLOWS (Unaudited)

(In thousands)

	26-Week Period Ended
	Dec. 29, 2012		Dec. 31, 2011
Cash flows from operating activities:
Net earnings	$	507,967	$	552,766
Adjustments to reconcile net earnings to cash provided by operating     activities:
Share-based compensation expense		39,423		38,757
Depreciation and amortization		249,593		200,724
Deferred income taxes		(39,603)		(295,801)
Provision for losses on receivables		16,422		21,133
Other non-cash items		(246)		(811)
Additional investment in certain assets and liabilities, net of effect of     businesses acquired:
(Increase) in receivables		(157,073)		(23,326)
(Increase) in inventories		(222,170)		(152,289)
Decrease (increase) in prepaid expenses and other current assets		11,367		(2,051)
Increase (decrease) in accounts payable		28,313		(94,236)
(Decrease) in accrued expenses		(37,338)		(1,295)
(Decrease) increase in accrued income taxes		(64,663)		180,362
Decrease in other assets		2,785		72,310
Increase in other long-term liabilities		52,364		42,282
Excess tax benefits from share-based compensation arrangements		(356)		(10)
Net cash provided by operating activities		386,785		538,515
Cash flows from investing activities:
Additions to plant and equipment		(261,576)		(433,858)
Proceeds from sales of plant and equipment		3,229		4,315
Acquisition of businesses, net of cash acquired		(194,237)		(36,765)
(Increase) in restricted cash		(18,019)		(21,515)
Net cash used for investing activities		(470,603)		(487,823)
Cash flows from financing activities:
Bank and commercial paper borrowings (repayments), net		48,100		195,520
Other debt borrowings		43,482		2,181
Other debt repayments		(10,789)		(4,068)
Debt issuance costs		-		(974)
Proceeds from common stock reissued from treasury for share-based     compensation awards		90,853		45,417
Treasury stock purchases		(143,526)		(272,299)
Dividends paid		(315,904)		(307,141)
Excess tax benefits from share-based compensation arrangements		356		10
Net cash used for financing activities		(287,428)		(341,354)
Effect of exchange rates on cash		3,184		(12,572)
Net (decrease) in cash and cash equivalents		(368,062)		(303,234)
Cash and cash equivalents at beginning of period		688,867		639,765
Cash and cash equivalents at end of period	$	320,805	$	336,531
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	63,598	$	58,000
Income taxes		404,791		443,044

See Notes to Consolidated Financial Statements

4

SyscoCorporation and its Consolidated Subsidiaries

NOTES TO 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, with the exception of the June 30, 2012 consolidated balance sheet which was taken from the audited financial statements included in the company's Fiscal 2012 Annual Report on Form 10-K.  The financial statements include consolidated balance sheets, consolidated results of operations, consolidated statements of comprehensive income and consolidated cash flows. In the opinion of management, all adjustments, which consist of normal recurring adjustments, necessary to present fairly the financial position, results of operations, comprehensive income and cash flows 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 the company's fiscal 2012 Annual Report on Form 10-K.   Certain footnote disclosures included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to applicable rules and regulations for interim financial statements.

A review of the financial information herein has been made by Ernst & Young LLP, independent auditors, in accordance with established professional standards and procedures for such a review.  A report from Ernst & Young LLP concerning their review is included as Exhibit 15.1 to this Form 10-Q.

2.  CHANGES IN ACCOUNTING 

Testing Goodwill for Impairment 

In September 2011, the FASB issued Accounting Standards Update (ASU) 2011-08, “Testing Goodwill for Impairment.”  This update amends Accounting Standards Codification 350, “Intangibles–Goodwill and Other” to allow entities an option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test.  Under that option, an entity no longer would be required to calculate the fair value of a reporting unit unless the entity determines, based on that qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount.  In addition, the update provided a revised list of factors that should be considered when evaluating whether a potential goodwill impairment may have occurred at an interim period.  The amendments in this update were effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  Early adoption was permitted.  The adoption of this update in the first quarter of fiscal 2013 did not result in a material change to the company’s interim consideration of potential goodwill impairment.  Sysco is evaluating the impact this update may have on its annual goodwill impairment testing in the fourth quarter of fiscal 2013. 

3.  FAIR VALUE MEASUREMENTS 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. an exit price).  The accounting guidance includes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The three levels of the fair value hierarchy are as follows: 

· Level 1 – Unadjusted quoted prices for identical assets or liabilities in active markets; 

· Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and 

· Level 3 – Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk.

Sysco’s policy is to invest in only high-quality investments.  Cash equivalents primarily include time deposits, certificates of deposit, commercial paper, high-quality money market funds and all highly liquid instruments with original maturities of three months or less.   Restricted cash consists of investments in high-quality money market funds.    

5

The following is a description of the valuation methodologies used for assets and liabilities measured at fair value. 

· Time deposits and commercial paper included in cash equivalents are valued at amortized cost, which approximates fair value.  These are included within cash equivalents as a Level 2 measurement in the tables below. 

· Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange.  These are included within cash equivalents and restricted cash as Level 1 measurements in the tables below. 

· The interest rate swap agreements, discussed further in Note 4, “Derivative Financial Instruments,” are valued using a swap valuation model that utilizes an income approach using observable market inputs including interest rates, LIBOR swap rates and credit default swap rates.  These are included within prepaid expenses and other current assets and other assets as Level 2 measurements in the tables below.

The following tables present the company’s assets and liabilities measured at fair value on a recurring basis as of December 29, 2012, June 30, 2012 and December 31, 2011:

	Assets Measured at Fair Value as of Dec. 29, 2012
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	-	$	178,033	$	-	$	178,033
Prepaid expenses and other current assets
Interest rate swap agreement		-		488		-		488
Restricted cash		145,247		-		-		145,247
Other assets
Interest rate swap agreement		-		5,048		-		5,048
Total assets at fair value	$	145,247	$	183,569	$	-	$	328,816

	Assets Measured at Fair Value as of Jun. 30, 2012
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	228,310	$	248,714	$	-	$	477,024
Prepaid expenses and other current assets
Interest rate swap agreement		-		2,475		-		2,475
Restricted cash		127,228		-		-		127,228
Other assets
Interest rate swap agreement		-		6,219		-		6,219
Total assets at fair value	$	355,538	$	257,408	$	-	$	612,946

	Assets Measured at Fair Value as of Dec. 31, 2011
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	-	$	136,814	$	-	$	136,814
Restricted cash		132,031		-		-		132,031
Other assets
Interest rate swap agreements		-		10,671		-		10,671
Total assets at fair value	$	132,031	$	147,485	$	-	$	279,516

The carrying values of accounts receivable and accounts payable approximated their respective fair values due to the short‑term maturities of these instruments. The fair value of Sysco’s total debt is estimated based on the quoted market prices for the same or similar issue or on the current rates offered to the company for debt of the same remaining maturities and is considered a Level 2 measurement.  The fair value of total debt approximated$3,604.2 million, $3,539.3 million and $3,330.7 million as of December 29,

6

2012, June 30, 2012 and December 31, 2011, respectively. The carrying value of total debt was $3,105.2 million, $3,018.3 million and $2,857.8 million as of December 29, 2012, June 30, 2012 and December 31, 2011, respectively.

4.  DERIVATIVE FINANCIAL INSTRUMENTS 

Sysco manages its debt portfolio to achieve an overall desired position of fixed and floating rates and may employ interest rate swaps from time to time to achieve this position. The company does not use derivative financial instruments for trading or speculative purposes. 

In fiscal 2010, the company entered into two interest rate swap agreements that effectively converted $250.0 million of fixed rate debt maturing in fiscal 2013 and $200.0 million of fixed rate debt maturing in fiscal 2014 to floating rate debt.  These transactions were entered into with the goal of reducing overall borrowing cost and increasing floating interest rate exposure.  These transactions were designated as fair value hedges since the swaps hedge against the changes in fair value of fixed rate debt resulting from changes in interest rates.   

The location and the fair value of derivative instruments in the consolidated balance sheet as of December 29, 2012, June 30, 2012 and December 31, 2011 are as follows:

	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
	(In thousands)
Fair value hedge relationships:
Interest rate swap agreements
Dec. 29, 2012	Prepaid expenses and other current assets	$	488	N/A	N/A
Dec. 29, 2012	Other assets		5,048	N/A	N/A
Jun. 30, 2012	Prepaid expenses and other current assets		2,475	N/A	N/A
Jun. 30, 2012	Other assets		6,219	N/A	N/A
Dec. 31, 2011	Other assets		10,671	N/A	N/A

The location and effect of derivative instruments and related hedged items on the consolidated results of operations for the 13-week periods ended December 29, 2012 and December 31, 2011 presented on a pre-tax basis are as follows:

	Location of (Gain) or Loss Recognized in Income	Amount of (Gain) or Loss Recognized in Income
		13-Week Period Ended
		Dec. 29, 2012		Dec. 31, 2011
		(In thousands)
Fair Value Hedge Relationships:
Interest rate swap agreements	Interest expense	$	(2,274)	$	(3,342)
Cash Flow  Hedge Relationships:
Interest rate contracts	Interest expense		156		174

7

The location and effect of derivative instruments and related hedged items on the consolidated results of operations for the 26-week periods ended December 29, 2012 and December 31, 2011 presented on a pre-tax basis are as follows:

	Location of (Gain) or Loss Recognized in Income	Amount of (Gain) or Loss Recognized in Income
		26-Week Period Ended
		Dec. 29, 2012		Dec. 31, 2011
		(In thousands)
Fair Value Hedge Relationships:
Interest rate swap agreements	Interest expense	$	(4,324)	$	(3,829)
Cash Flow  Hedge Relationships:
Interest rate contracts	Interest expense		313		348

Hedge ineffectiveness represents the difference between the changes in the fair value of the derivative instruments and the changes in fair value of the fixed rate debt attributable to changes in the benchmark interest rate.  Hedge ineffectiveness is recorded directly in earnings within interest expense and was immaterial for the 13-week periods and 26-week periods ended December 29, 2012 and December 31, 2011.  The interest rate swaps do not contain credit-risk-related contingent features.

5.  DEBT 

As of December 29, 2012, Sysco had uncommitted bank lines of credit which provided for unsecured borrowings for working capital of up to $95.0 million, of which $3.1 million was outstanding, located within Notes payable on the consolidated balance sheet. 

Sysco and one of its subsidiaries, Sysco International, ULC, have a revolving credit facility supporting the company’s United States and Canadian commercial paper programs.  The facility provides for borrowings in both United States and Canadian dollars.  Borrowings by Sysco International, ULC under the agreement are guaranteed by Sysco, and borrowings by Sysco and Sysco International, ULC under the credit agreement are guaranteed by the wholly-owned subsidiaries of Sysco that are guarantors of the company’s senior notes and debentures.   The original facility in the amount of $1,000.0 million expires on December 29, 2016.  In December 2012, a portion of the facility was extended for an additional year.  This extended facility, which expires on December 29, 2017, is for $925.0 million of the original $1,000.0 million facility, but is subject to further extension.  As of December 29, 2012, commercial paper issuances outstanding were $45.0 million and were classified as long-term debt, as the company’s commercial paper programs are supported by the long-term revolving credit facility described above.    

During the 26-week period ended December 29, 2012, aggregate commercial paper issuances and short-term bank borrowings ranged from zero to approximately $203.0 million. 

In September 2012, the company’s Irish subsidiary, Pallas Foods, entered into a €75.0 million (Euro) multicurrency revolving credit facility, which will be utilized for capital needs for the company’s European subsidiaries.  This facility provides for unsecured borrowings and expires September 25, 2013, but is subject to extension.  Outstanding borrowings under this facility were €30.0 million (Euro) as of December 29, 2012, located within Notes payable on the consolidated balance sheet. 

8

6.  COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS 

The components of net company-sponsored benefit cost for the 13-week periods presented are as follows.  The caption “Pension Benefits” in the table below includes both the company-sponsored qualified pension plan (Retirement Plan) and the Supplemental Executive Retirement Plan (SERP). 

	Pension Benefits				Other Postretirement Plans
	Dec. 29, 2012		Dec. 31, 2011		Dec. 29, 2012		Dec. 31, 2011
	(In thousands)
Service cost	$	17,589	$	27,056	$	136	$	114
Interest cost		37,253		36,878		153		158
Expected return on plan assets		(42,800)		(40,402)		-		-
Amortization of prior service cost		2,273		1,201		42		54
Amortization of actuarial loss (gain)		18,328		15,042		(51)		(83)
Amortization of transition obligation		-		-		36		38
Curtailment loss		8,293		-		-		-
Net periodic benefit cost	$	40,936	$	39,775	$	316	$	281

The components of net company-sponsored benefit cost for the 26-week periods are as follows:

	Pension Benefits				Other Postretirement Plans
	Dec. 29, 2012		Dec. 31, 2011		Dec. 29, 2012		Dec. 31, 2011
	(In thousands)
Service cost	$	35,369	$	54,111	$	271	$	228
Interest cost		74,953		73,757		307		316
Expected return on plan assets		(85,601)		(80,803)		-		-
Amortization of prior service cost		3,734		2,402		84		108
Recognized net actuarial loss (gain)		37,350		30,083		(102)		(166)
Amortization of transition obligation		-		-		71		76
Curtailment loss		8,293		-		-		-
Net periodic benefit cost	$	74,098	$	79,550	$	631	$	562

At the end of fiscal 2012, Sysco approved a plan to freeze future benefit accruals under the Retirement Plan as of December 31, 2012 for all United States-based salaried and non-union hourly employees.  Effective January 1, 2013, these employees are eligible for additional contributions under the company’s defined contribution 401(k) plan.  The measurements for the Retirement Plan at June 30, 2012 and the resulting expense for fiscal 2013 included the impact of the freeze. 

In November 2012, Sysco approved a plan to restructure its executive nonqualified retirement program including the SERP.   Future benefit accruals will have frozen under this plan by June 29, 2013 for all participants.   As a result of this change, the liabilities of this plan were remeasured using a discount rate of 3.96%.  A curtailment gain of $73.0 million was recognized as a component of actuarial losses (net of tax) within other comprehensive income with an offsetting reduction to benefits obligations to accumulated benefits.  Further, an $8.3 million loss was recognized in the income statement arising from the write-off of prior service costs.  In addition to the plan freeze, participants will be fully vested in their frozen benefits on their date of freeze.  This resulted in an increase in the benefit obligation of $48.6 million which was reflected as unrecognized prior service cost in other comprehensive income.  This amount will amortize into pension expense over the next seven years.  The SERP benefit obligation resulting after these changes on the date of the approved plan was $486.6 million.

Sysco’s contributions to its company-sponsored defined benefit plans were $11.3 million and $11.1 million during the 26-week periods ended December 29, 2012 and December 31, 2011, respectively. 

9

7.  MULTIEMPLOYER EMPLOYEE BENEFIT PLANS 

Sysco contributes to several multiemployer defined benefit pension plans in the United States and Canada based on obligations arising under collective bargaining agreements covering union-represented employees. Sysco does not directly manage these multiemployer plans, which are generally managed by boards of trustees, half of whom are appointed by the unions and the other half by Sysco and the other employers contributing to the plan.   

Based upon the information available from plan administrators, management believes that several of these multiemployer plans are underfunded.  In addition, pension-related legislation in the United States requires underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their underfunding.  As a result, Sysco expects its contributions to these plans to increase in the future.  In addition, if a United States multiemployer defined benefit plan fails to satisfy certain minimum funding requirements, the Internal Revenue Service may impose a nondeductible excise tax of 5% on the amount of the accumulated funding deficiency for those employers contributing to the fund.   

Withdrawal Activity 

Sysco has voluntarily withdrawn from various multiemployer pension plans.  Total withdrawal liability provisions recorded were $2.5 million in the first 26 weeks of fiscal 2013 and $4.5 million in the first 26 weeks of fiscal 2012.  As of December 29, 2012, June 30, 2012 and December 31, 2011, Sysco had approximately $14.0 million, $30.7 million and $46.9 million, respectively, in liabilities recorded related to certain multiemployer defined benefit plans for which Sysco’s voluntary withdrawal had already occurred.   Recorded withdrawal liabilities are estimated at the time of withdrawal based on the most recently available valuation and participant data for the respective plans; amounts are subsequently adjusted to the period of payment to reflect any changes to these estimates.  If any of these plans were to undergo a mass withdrawal, as defined by the Pension Benefit Guaranty Corporation, within a two year time frame from the point of our withdrawal, Sysco could have additional liability.  The company does not currently believe any mass withdrawals are probable to occur in the applicable two year time frame relating to the plans from which Sysco has voluntarily withdrawn. 

Potential Withdrawal Liability 

Under current law regarding multiemployer defined benefit plans, a plan’s termination, Sysco’s voluntary withdrawal, or the mass withdrawal of all contributing employers from any underfunded multiemployer defined benefit plan would require Sysco to make payments to the plan for Sysco’s proportionate share of the multiemployer plan’s unfunded vested liabilities.  Generally, Sysco does not have the greatest share of liability among the participants in any of the plans in which it participates.  Sysco believes that one of the above-mentioned events is reasonably possible for certain plans in which it participates and estimates its share of withdrawal liability for these plans could have been as much as $115.0 million as of December 29, 2012.  This estimate excludes plans for which Sysco has recorded withdrawal liabilities or where the likelihood of the above-mentioned events is deemed remote.  This estimate is based on the information available from plan administrators, which has valuation dates ranging from December 31, 2009 to December 31, 2011. The majority of these plans have a valuation date of calendar year-end and therefore the estimate results from plans for which the valuation date was December 31, 2011; therefore, the company’s estimate reflects the condition of the financial markets as of that date.  Due to the lack of current information, management believes Sysco’s current share of the withdrawal liability could materially differ from this estimate. 

Subsequent Event

In January 2013, the union members of one of the company’s subsidiaries approved a collective bargaining agreement that included an agreement to withdraw from the union’s multiemployer pension plan and allows the represented employees to become participants in Sysco’s company-sponsored pension plan.  This action triggered a withdrawal from the multiemployer pension plan.  As a result, during the third quarter of fiscal 2013, Sysco will record a withdrawal liability provision of approximately $40.7 million related to this plan.  As a result of this withdrawal, Sysco estimates that its share of withdrawal liability for the remaining plans for which it is reasonably possible for a withdrawal event to occur could have been as much as $80.0 million as of January 26, 2013, as compared to $115.0 million as of December 29, 2012.

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8.  EARNINGS PER SHARE 

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

	13-Week Period Ended				26-Week Period Ended
	Dec. 29, 2012		Dec. 31, 2011		Dec. 29, 2012		Dec. 31, 2011
	(In thousands, except for share and per share data)
Numerator:
Net earnings	$	221,369	$	250,113	$	507,967	$	552,766
Denominator:
Weighted-average basic shares outstanding		587,091,968		586,188,302		587,760,060		589,095,964
Dilutive effect of share-based awards		2,659,965		845,902		2,370,477		1,145,687
Weighted-average diluted shares outstanding		589,751,933		587,034,204		590,130,537		590,241,651
Basic earnings per share:	$	0.38	$	0.43	$	0.86	$	0.94
Diluted earnings per share:	$	0.38	$	0.43	$	0.86	$	0.94

The number of options that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 25,000,000 and 49,000,000 for the second quarter of fiscal 2013 and fiscal 2012, respectively.  The number of options that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 31,000,000 and 49,500,000 for the first 26 weeks of fiscal 2013 and 2012, respectively. 

9.  SHARE-BASED COMPENSATION  

Sysco provides compensation benefits to employees and non-employee directors under several share-based payment arrangements including various employee stock incentive plans, the Employees’ Stock Purchase Plan, and various non‑employee director plans. 

Stock Incentive Plans 

In the first 26 weeks of fiscal 2013, options to purchase 6,212,716 shares were granted to employees from the 2007 Stock Incentive Plan. 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 share of options granted during the first 26 weeks of fiscal 2013 was $3.20. 

In the first 26 weeks of fiscal 2013, 1,175,121 restricted stock units were granted to employees from the 2007 Stock Incentive Plan. Some of these restricted stock units were granted with dividend equivalents. The fair value of each restricted stock unit award granted with a dividend equivalent is based on the company’s stock price as of the date of grant. For restricted stock unit awards 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 share of restricted stock units granted during the first 26 weeks of fiscal 2013 was $29.76. 

In the first 26 weeks of fiscal 2013, restricted awards in the amount of 48,069 were granted to non-employee directors from the 2009 Non-Employee Directors Stock Plan. The non-employee directors may elect to receive these awards in restricted stock shares that will vest at the end of the award’s stated vesting period or as deferred units which convert into shares of Sysco common stock upon a date selected by the non-employee director that is subsequent to the award’s stated vesting date. The fair value of the restricted awards is based on the company’s stock price as of the date of grant. The weighted average grant-date fair value per share of restricted awards granted during the first 26 weeks of fiscal 2013 was $29.96.

Employees' Stock Purchase Plan 

Plan participants purchased 775,899 shares of Sysco common stock under the Sysco Employees’ Stock Purchase Plan during the first 26 weeks of fiscal 2013. 

The weighted average fair value per share of employee stock purchase rights issued pursuant to the Employees' Stock Purchase Plan was $4.58 during the first 26 weeks of fiscal 2013. The fair value of the stock purchase rights is estimated as the difference between the stock price and the employee purchase price. 

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All Share-Based Payment Arrangements 

The total share-based compensation cost that has been recognized in results of operations was $39.4 million and $38.8 million for the first 26 weeks of fiscal 2013 and fiscal 2012, respectively. 

As of December 29, 2012, there was $81.9 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 2.61 years.

10.  INCOME TAXES 

Uncertain Tax Positions 

As of December 29, 2012, the gross amount of unrecognized tax benefits was $63.1 million and the gross amount of liability for accrued interest related to unrecognized tax benefits was $35.7 million. It is reasonably possible that the amount of the unrecognized tax benefits with respect to certain of the company’s unrecognized tax positions will increase or decrease in the next twelve months either because Sysco prevails on positions that were being challenged upon audit or because the company agrees to their disallowance.  Items that may cause changes to unrecognized tax benefits primarily include the consideration of various filing requirements in numerous states and the allocation of income and expense between tax jurisdictions.  At this time, an estimate of the range of the reasonably possible change cannot be made. 

 Effective Tax Rates 

The effective tax rate of 37.14% for the second quarter of fiscal 2013 was favorably impacted by the recording of $1.7 million of tax benefit related to disqualifying dispositions of Sysco stock pursuant to share-based compensation arrangements.  This favorable impact was nearly offset by the recording of $1.6 million in net tax expense related to various federal and state uncertain tax positions.  Indefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate also had the impact of reducing the effective tax rate. 

The effective tax rate for the second quarter of fiscal 2012 was 37.81%.  Indefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate had the impact of reducing the effective tax rate. 

The effective tax rate of 36.71% for the first 26 weeks of fiscal 2013 was favorably impacted by the recording of $2.5 million of tax benefit related to disqualifying dispositions of Sysco stock pursuant to share-based compensation arrangements and the recording of $2.1 million in net tax benefit related to various federal, foreign and state uncertain tax positions.  Indefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate also had the impact of reducing the effective tax rate. 

The effective tax rate for the first 26 weeks of fiscal 2012 was 37.31%.  Indefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate had the impact of reducing the effective tax rate. 

Other 

The determination of the company’s provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. The company’s provision for income taxes reflects a combination of income earned and taxed in the various United States federal and state, as well as foreign, jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the company’s change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.

 11.  ACQUISITIONS 

During the first 26 weeks of fiscal 2013, in the aggregate, the company paid cash of $194.2 million for acquisitions made during fiscal 2013.  Acquisitions in the first 26 weeks of fiscal 2013 were immaterial, individually and in the aggregate, to the consolidated financial statements. 

Certain acquisitions involve contingent consideration typically payable over periods up to five years only in the event that certain operating results are attained or certain outstanding contingencies are resolved.  As of December 29, 2012, aggregate contingent consideration amounts outstanding relating to acquisitions was $103.1 million, of which $36.4 million could result in the recording of additional goodwill.

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12.  COMMITMENTS AND CONTINGENCIES 

Legal Proceedings 

Sysco is engaged in various legal proceedings which 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, the losses have been accrued.  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.  However, the final results of legal proceedings cannot be predicted with certainty and if the company failed to prevail in one or more of these legal matters, and the associated realized losses were to exceed the company’s current estimates of the range of potential losses, the company’s consolidated financial position or results of operations could be materially adversely affected in future periods. 

Fuel Commitments 

Sysco routinely enters into forward purchase commitments for a portion of its projected diesel fuel requirements.  As of December 29, 2012, outstanding forward diesel fuel purchase commitments totaled approximately $110.0 million at a fixed price through November 2013. 

Other Commitments

Sysco has committed to aggregate product purchases for resale in order to benefit from a centralized approach to purchasing.  A majority of these agreements expire within one year; however, certain agreements have terms through fiscal 2018.  These agreements commit the company to a minimum volume at various pricing terms, including fixed pricing, variable pricing or a combination thereof.  Minimum amounts committed to as of December 29, 2012 totaled approximately $1,525.2 million.

Sysco has committed with various third party service providers to provide information technology services. The services have been committed for periods up to fiscal 2016 and may be extended.  As of December 29, 2012, the total remaining cost of the services over that period is expected to be approximately $454.8 million. A portion of this amount may be reduced by Sysco utilizing less than estimated resources and can be increased by Sysco utilizing more than estimated resources.  Certain agreements allow adjustments for inflation. Sysco may also cancel a portion or all of the services provided subject to termination fees which decrease over time. If Sysco were to terminate all of the services in fiscal 2013, the estimated termination fees incurred in fiscal 2013 would be approximately $35.9 million.

13.  BUSINESS SEGMENT INFORMATION 

The company has aggregated its operating companies into a number of segments, of which only Broadline and SYGMA are reportable segments as defined in the accounting literature related to disclosures about segments of an enterprise.  The Broadline reportable segment is an aggregation of the company’s United States, Canadian and European Broadline segments.  Broadline operating companies distribute a full line of food products and a wide variety of non-food products to both traditional and chain restaurant customers and also provide custom-cut meat operations.  SYGMA operating companies distribute a full line of food products and a wide variety of non-food products to certain chain restaurant customer locations.  "Other" financial information is attributable to the company's other operating segments, including the company's specialty produce and lodging industry segments, a company that distributes specialty imported products and a company that distributes to international customers.   

The accounting policies for the segments are the same as those disclosed by Sysco for its consolidated financial statements.  Intersegment sales represent specialty produce and imported specialty products distributed by the Broadline and SYGMA operating companies. Management evaluates the performance of each of the operating segments based on its respective operating income results.  Corporate expenses generally include all expenses of the corporate office and Sysco’s shared service center.  These also include all share-based compensation costs and expenses related to the company’s Business Transformation Project. 

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

	13-Week Period Ended				26-Week Period Ended
	Dec. 29, 2012		Dec. 31, 2011		Dec. 29, 2012		Dec. 31, 2011
Sales:	(In thousands)
Broadline	$	8,779,069	$	8,320,996	$	17,836,733	$	16,979,517
SYGMA		1,411,815		1,403,555		2,832,570		2,788,024
Other		659,861		559,122		1,320,462		1,147,683
Intersegment sales		(53,855)		(39,252)		(105,959)		(84,413)
Total	$	10,796,890	$	10,244,421	$	21,883,806	$	20,830,811
	13-Week Period Ended				26-Week Period Ended
	Dec. 29, 2012		Dec. 31, 2011		Dec. 29, 2012		Dec. 31, 2011
Operating income:	(In thousands)
Broadline	$	580,257	$	564,881	$	1,223,093	$	1,188,996
SYGMA		13,439		13,296		25,524		28,987
Other		20,469		20,253		42,828		44,738
Total segments		614,165		598,430		1,291,445		1,262,721
Corporate expenses		(231,514)		(171,432)		(430,012)		(326,383)
Total operating income		382,651		426,998		861,433		936,338
Interest expense		32,242		28,324		63,110		57,798
Other expense (income), net		(1,753)		(3,472)		(4,230)		(3,222)
Earnings before income taxes	$	352,162	$	402,146	$	802,553	$	881,762

	Dec. 29, 2012		Jun. 30, 2012		Dec. 31, 2011
Assets:	(In thousands)
Broadline	$	8,889,354	$	8,025,677	$	7,536,722
SYGMA		475,319		475,877		479,962
Other		937,811		877,207		822,659
Total segments		10,302,484		9,378,761		8,839,343
Corporate		2,125,583		2,716,211		2,614,684
Total	$	12,428,067	$	12,094,972	$	11,454,027

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14.  SUPPLEMENTAL GUARANTOR INFORMATION – SUBSIDIARY GUARANTEES

On January 19, 2011, the wholly-owned United States Broadline (U.S. Broadline) subsidiaries of Sysco Corporation entered into full and unconditional guarantees of all outstanding senior notes and debentures of Sysco Corporation.   As of December 29, 2012, Sysco had a total of $2,975.0 million in senior notes and debentures outstanding that are covered by these guarantees. 

The following condensed consolidating financial statements present separately the financial position, comprehensive income and cash flows of the parent issuer (Sysco Corporation), the guarantors (the majority of the company’s U.S. Broadline subsidiaries), and all other non‑guarantor subsidiaries of Sysco (Other Non-Guarantor Subsidiaries) on a combined basis with eliminating entries.

	Condensed Consolidating Balance Sheet
	Dec. 29, 2012
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Current assets	$	188,879	$	3,866,718	$	2,104,188	$	-	$	6,159,785
Investment in subsidiaries		11,031,000		-		-		(11,031,000)		-
Plant and equipment,  net		624,441		1,976,200		1,359,995		-		3,960,636
Other assets		341,243		501,111		1,465,292		-		2,307,646
Total assets	$	12,185,563	$	6,344,029	$	4,929,475	$	(11,031,000)	$	12,428,067
Current liabilities	$	680,130	$	819,372	$	1,987,915	$	-	$	3,487,417
Intercompany payables (receivables)		3,220,164		(3,626,887)		406,723		-		-
Long-term debt		2,758,493		25,898		24,899		-		2,809,290
Other liabilities		823,340		293,849		112,598		-		1,229,787
Shareholders’ equity		4,703,436		8,831,797		2,397,340		(11,031,000)		4,901,573
Total liabilities and  shareholders’ equity	$	12,185,563	$	6,344,029	$	4,929,475	$	(11,031,000)	$	12,428,067

	Condensed Consolidating Balance Sheet
	Jun. 30, 2012
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Current assets	$	538,451	$	3,675,676	$	1,870,681	$	-	$	6,084,808
Investment in subsidiaries		10,163,398		-		-		(10,163,398)		-
Plant and equipment,  net		703,658		1,923,925		1,256,167		-		3,883,750
Other assets		324,839		503,357		1,298,218		-		2,126,414
Total assets	$	11,730,346	$	6,102,958	$	4,425,066	$	(10,163,398)	$	12,094,972
Current liabilities	$	678,527	$	900,416	$	1,844,636	$	-	$	3,423,579
Intercompany payables (receivables)		3,068,001		(3,334,860)		266,859		-		-
Long-term debt		2,714,415		25,459		23,814		-		2,763,688
Other liabilities		755,112		367,094		100,459		-		1,222,665
Shareholders’ equity		4,514,291		8,144,849		2,189,298		(10,163,398)		4,685,040
Total liabilities and  shareholders’ equity	$	11,730,346	$	6,102,958	$	4,425,066	$	(10,163,398)	$	12,094,972

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	Condensed Consolidating Balance Sheet
	Dec. 31, 2011
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Current assets	$	202,267	$	3,660,988	$	1,784,795	$	-	$	5,648,050
Investment in subsidiaries		14,859,149		-		-		(14,859,149)		-
Plant and equipment,  net		647,217		1,895,977		1,192,943		-		3,736,137
Other assets		321,460		518,934		1,229,446		-		2,069,840
Total assets	$	16,030,093	$	6,075,899	$	4,207,184	$	(14,859,149)	$	11,454,027
Current liabilities	$	423,796	$	872,205	$	1,967,769	$	-	$	3,263,770
Intercompany payables (receivables)		7,984,530		(8,086,079)		101,549		-		-
Long-term debt		2,599,524		26,871		22,951		-		2,649,346
Other liabilities		502,536		275,475		75,285		-		853,296
Shareholders’ equity		4,519,707		12,987,427		2,039,630		(14,859,149)		4,687,615
Total liabilities and  shareholders’ equity	$	16,030,093	$	6,075,899	$	4,207,184	$	(14,859,149)	$	11,454,027

	Condensed Consolidating Statement of Comprehensive Income
	For the 13-Week Period Ended Dec. 29, 2012
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Sales	$	-	$	7,361,249	$	3,706,570	$	(270,929)	$	10,796,890
Cost of sales		-		5,948,837		3,173,029		(242,542)		8,879,324
Gross profit		-		1,412,412		533,541		(28,387)		1,917,566
Operating expenses		194,206		884,463		484,633		(28,387)		1,534,915
Operating income (loss)		(194,206)		527,949		48,908		-		382,651
Interest expense (income)		72,564		(42,058)		1,736		-		32,242
Other expense (income), net		(2,294)		(537)		1,078		-		(1,753)
Earnings (losses) before income taxes		(264,476)		570,544		46,094		-		352,162
Income tax (benefit) provision		(97,835)		211,516		17,112		-		130,793
Equity in earnings of subsidiaries		388,010		-		-		(388,010)		-
Net earnings		221,369		359,028		28,982		(388,010)		221,369
Other comprehensive income (loss)		17,037		-		(8,771)		-		8,266
Comprehensive income	$	238,406	$	359,028	$	20,211	$	(388,010)	$	229,635

	Condensed Consolidating Statement of Comprehensive Income
	For the 13-Week Period Ended Dec. 31, 2011
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Sales	$	-	$	7,056,282	$	3,393,450	$	(205,311)	$	10,244,421
Cost of sales		-		5,674,008		2,907,268		(182,505)		8,398,771
Gross profit		-		1,382,274		486,182		(22,806)		1,845,650
Operating expenses		135,560		872,619		433,279		(22,806)		1,418,652
Operating income (loss)		(135,560)		509,655		52,903		-		426,998
Interest expense (income)		96,985		(67,483)		(1,178)		-		28,324
Other expense (income), net		(2,197)		(701)		(574)		-		(3,472)
Earnings (losses) before income taxes		(230,348)		577,839		54,655		-		402,146
Income tax (benefit) provision		(86,825)		218,177		20,681		-		152,033
Equity in earnings of subsidiaries		393,636		-		-		(393,636)		-
Net earnings		250,113		359,662		33,974		(393,636)		250,113
Other comprehensive income (loss)		10,119		-		18,423		-		28,542
Comprehensive income	$	260,232	$	359,662	$	52,397	$	(393,636)	$	278,655

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	Condensed Consolidating Statement of Comprehensive Income
	For the 26-Week Period Ended Dec. 29, 2012
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Sales	$	-	$	14,997,427	$	7,411,242	$	(524,863)	$	21,883,806
Cost of sales		-		12,093,695		6,339,226		(470,225)		17,962,696
Gross profit		-		2,903,732		1,072,016		(54,638)		3,921,110
Operating expenses		347,344		1,798,549		968,422		(54,638)		3,059,677
Operating income (loss)		(347,344)		1,105,183		103,594		-		861,433
Interest expense (income)		142,176		(80,441)		1,375		-		63,110
Other expense (income), net		(2,613)		(1,241)		(376)		-		(4,230)
Earnings (losses) before income taxes		(486,907)		1,186,865		102,595		-		802,553
Income tax (benefit) provision		(178,726)		435,653		37,659		-		294,586
Equity in earnings of subsidiaries		816,148		-		-		(816,148)		-
Net earnings		507,967		751,212		64,936		(816,148)		507,967
Other comprehensive income (loss)		29,768		-		27,389		-		57,157
Comprehensive income	$	537,735	$	751,212	$	92,325	$	(816,148)	$	565,124

	Condensed Consolidating Statement of Comprehensive Income
	For the 26-Week Period Ended Dec. 31, 2011
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Sales	$	-	$	14,376,568	$	6,850,508	$	(396,265)	$	20,830,811
Cost of sales		-		11,538,714		5,850,452		(351,605)		17,037,561
Gross profit		-		2,837,854		1,000,056		(44,660)		3,793,250
Operating expenses		252,523		1,770,650		878,399		(44,660)		2,856,912
Operating income (loss)		(252,523)		1,067,204		121,657		-		936,338
Interest expense (income)		193,263		(131,386)		(4,079)		-		57,798
Other expense (income), net		(3,512)		(1,264)		1,554		-		(3,222)
Earnings (losses) before income taxes		(442,274)		1,199,854		124,182		-		881,762
Income tax (benefit) provision		(165,018)		447,680		46,334		-		328,996
Equity in earnings of subsidiaries		830,022		-		-		(830,022)		-
Net earnings		552,766		752,174		77,848		(830,022)		552,766
Other comprehensive income (loss)		20,237		-		(83,844)		-		(63,607)
Comprehensive income	$	573,003	$	752,174	$	(5,996)	$	(830,022)	$	489,159

	Condensed Consolidating Cash Flows
	For the 26-Week Period Ended Dec. 29, 2012
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Consolidated Totals
		(In thousands)
Cash flows provided by (used for):
Operating activities	$	(147,760)	$	518,930	$	15,615	$	386,785
Investing activities		(59,121)		(99,832)		(311,650)		(470,603)
Financing activities		(319,069)		415		31,226		(287,428)
Effect of exchange rates on cash		-		-		3,184		3,184
Intercompany activity		176,983		(430,860)		253,877		-
Net increase (decrease) in cash and cash equivalents		(348,967)		(11,347)		(7,748)		(368,062)
Cash and cash equivalents at the beginning of period		471,107		34,478		183,282		688,867
Cash and cash equivalents at the end of period	$	122,140	$	23,131	$	175,534	$	320,805

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	Condensed Consolidating Cash Flows
	For the 26-Week Period Ended Dec. 31, 2011
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	(69,367)	$	543,698	$	64,184	$	538,515
Investing activities		(140,083)		(211,491)		(136,249)		(487,823)
Financing activities		(157,055)		168		(184,467)		(341,354)
Effect of exchange rates on cash		-		-		(12,572)		(12,572)
Intercompany activity		200,109		(338,679)		138,570		-
Net increase (decrease) in cash and cash equivalents		(166,396)		(6,304)		(130,534)		(303,234)
Cash and cash equivalents at the beginning of period		305,513		32,154		302,098		639,765
Cash and cash equivalents at the end of period	$	139,117	$	25,850	$	171,564	$	336,531

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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 June 30, 2012, and 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 June 30, 2012. 

Our discussion below of our results includes certain non-GAAP financial measures that we believe provide important perspective with respect to underlying business trends.  Any non-GAAP financial measure will be denoted as an adjusted measure and excludes the impact from executive retirement plans restructuring, multiemployer pension plan charges, severance charges, facility closure charges and Business Transformation Project costs.  Collectively, these are referred to as Excluded Charges.  More information on the rationale of the use of these measures and reconciliations to GAAP numbers can be found under “Non-GAAP Reconciliations.” 

Overview

Sysco distributes food and related products to restaurants, healthcare and educational facilities, lodging establishments and other foodservice customers. Our primary operations are located throughout the United States,  Canada and Ireland and include broadline companies (which include our custom-cut meat operations), SYGMA (our chain restaurant distribution subsidiary),  specialty produce companies, hotel supply operations, a company that distributes specialty imported products and a company that distributes to international customers.

We consider our primary market to be the foodservice market in the United States, Canada and Ireland and estimate that we serve about 18% of this approximately $235 billion annual market.  According to industry sources, the foodservice, or food‑away‑from-home, market represents approximately 46% of the total dollars spent on food purchases made at the consumer level in the United States. 

General economic conditions and consumer confidence can affect the frequency of purchases and amounts spent by consumers for food-away-from-home and, in turn, can impact our customers and our sales. We believe the current general economic conditions, including pressure on consumer disposable income, have contributed to a decline in the foodservice market.  Historically, we have grown at a faster rate than the overall industry and believe we have continued to grow our market share in this fragmented industry.

Highlights 

Our sales growth for the first 26 weeks of fiscal 2013 was driven primarily by case growth,a portion of which is attributable to acquisitions, and product cost inflation and the resulting increase in selling prices.  Despite a challenging business and economic environment, we continued to make progress toward our Business Transformation objectives while continuing to focus on growing our market share and expense management. Our earnings declined primarily due to expenses related to our Business Transformation Project; however, our adjusted net earnings increased when the Excluded Charges are adjusted from our net earnings.

Comparisons of results from the second quarter of fiscal 2013 to the second quarter of fiscal 2012: 

· Sales increased5.4%, or $0.6 billion, to $10.8 billion. 

· Operating income decreased10.4%, or $44.3 million, to $382.7million. 

· Adjusted operating income increased4.6%, or $21.2 million, to $485.7 million.

· Net earnings decreased11.5%, or $28.7 million, to $221.4 million. 

· Adjusted net earnings increased4.7%, or $12.7 million, to $286.1 million. 

· Basic and diluted earnings per share in the second quarter of fiscal 2013 were $0.38,  an11.6%  decrease from the comparable prior year period amount of $0.43 per share.  

· Adjusted diluted earnings per share were $0.49 in the second quarter of fiscal 2013 and $0.47 in the second quarter of fiscal 2012, or an increase of 4.3%.

Comparisons of results from the first 26 weeks of fiscal 2013 to the first 26 weeks of fiscal 2012: 

· Sales increased5.1%, or $1.1 billion, to $21.9 billion. 

· Operating income decreased8.0%, or $74.9 million, to $861.4million. 

· Adjusted operating income increased3.1%, or $31.7 million, to $1.0 billion.

· Net earnings decreased8.1%, or $44.8 million, to $508.0 million. 

· Adjusted net earnings increased3.8%, or $23.1 million, to $626.4 million. 

· Basic and diluted earnings per share in the first 26 weeksof fiscal 2013 were $0.86,  an8.5%  decrease from the comparable prior year period amount of $0.94 per share.  

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· Adjusted diluted earnings per share were $1.06 in the first 26 weeks of fiscal 2013 and $1.02 in the first 26 weeks of fiscal 2012, or an increase of 3.9%.

See “Non-GAAP Reconciliations” for an explanation of these non-GAAP financial measures. 

Trends and Strategy 

Trends

General economic conditions and consumer confidence can affect the frequency of purchases and amounts spent by consumers for food-away-from-home and, in turn, can impact our customers and our sales. We believe that the consumer is currently concerned about the recent increase in taxes and the potential for more increases,  the United States debt ceiling debates, and lingering high unemployment rates and other fiscal issues.  We believe these itemsand other current general economic conditions, including pressure on consumer disposable income, have negatively impacted consumer confidence and contributed to a slow rate of recovery in the foodservice market.  According to industry sources, real sales for the total foodservice market in the United States are expected to be modest over the long term.  We believe these industry impacting trends reinforce the need for us to transform our business so that we can be in a position to provide greater value to our customers and reduce our overall cost structure.

We experienced prolonged levels of high product cost inflation during the first three quarters of fiscal 2012; however, inflation rates declined to a range of 2% to 3% in the fourth quarter of fiscal 2012 and the first 26 weeks of fiscal 2013.  As a result, gross margin pressure has eased somewhat with these more modest inflation amounts which are beneficial to us and our customers.  In the summer months of 2012, certain agricultural areas of the United States experienced severe drought.  The impact of this drought is uncertain and could result in volatile input costs.  Input costs could increase for a large portion of the products that we sell for a prolonged period.  While we cannot predict whether inflation will continue at current levels, periods of high inflation, either overall or in certain product categories, can have a negative impact on us and our customers, as high food costs can reduce consumer spending in the food-away-from-home market, and may negatively impact our sales, gross profit, operating income and earnings.  Additional pressure exists on our gross margin from competitive pressures on pricing. Low industry growth is contributing to increased competition which is in turn pressuring gross profits. We are focused on profitably growing our market share in an environment where are gross margins are under pressure.

We have experienced higher operating expenses this fiscal year as compared to fiscal 2012.  Our Business Transformation Project has been a primary contributor to this increase.  This project is a key part of our strategy to control costs and grow our market share over the long-term.   This project includes an integrated software system that went into deployment in August 2012, resulting in increased deployment expenses and software amortization. In fiscal 2012, we were still building and testing our software and therefore had a greater amount of capitalized costs.  We believe expenses related to the project will increase in fiscal 2013 as compared to fiscal 2012 due to amortization of the software asset and increased deployment costs. 

Additional sources of operating expense increases have resulted from higher fuel costs, labor shortages in certain markets that we operate in and other pay-related expenses primarily in our delivery area.  Significant improvements were noted in the selling and administrative areas due to enhanced business practices resulting from initiatives from our Business Transformation Project.  Net company-sponsored pension costs were lower in the first 26 weeks of fiscal 2013 as compared to fiscal 2012.At the end of fiscal 2012, we decided to freeze future benefit accruals under the company-sponsored qualified pension plan (Retirement Plan) as of December 31, 2012 for all United States-based salaried and non-union hourly employees.  Effective January 1, 2013, these employees are eligible for additional contributions under an enhanced, defined contribution plan.  Pension costs will decrease in fiscal 2013 primarily due to this plan freeze.  Absent the Retirement Plan freeze discussed above, net company-sponsored pension costs would have increased $106.9 million in fiscal 2013, or $26.7 million per quarter.  Our expenses related to our defined contribution plan will increase in fiscal 2013 and will more than offset our reduced pension costs.  In November 2012, we approved a plan to restructure our executive nonqualified retirement program, including the Supplemental Executive Retirement Plan (SERP), by freezing benefits.  We believe this restructuring more closely aligns our executive plans with our non-executive plans.  As a result of this restructuring, we expect to incur approximately $24 million in charges, of which approximately $12 million in charges were incurred in the second quarter of fiscal 2013, with the remaining $12 million in charges expected to be incurred in the second half of fiscal 2013.  Over the long-term, we believe the changes to all of these retirement programs will result in reduced volatility of retirement-related expenses and a reduction in total retirement-related expenses.

Late in October 2012, Hurricane Sandy caused damage across large portions of the Mid-Atlantic, Northeastern, and Midwestern United States.  We experienced limited damage to our facilities and property; however, many of our customers in this area were negatively impacted.  Our second quarter results were impacted by the storm.  We believe the negative impact from Hurricane Sandy was $0.01 per share for the second quarter of fiscal 2013.

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Strategy

We are focused on optimizing our core broadline business in the United States, Canada and Ireland, while continuing to explore appropriate opportunities to profitably grow our market share and create shareholder value by expanding beyond our core business.  Day-to-day, our business decisions are driven by our mission to market and deliver great products to our customers with exceptional service, with the aspirational vision of becoming each of our customers’ most valued and trusted business partner.  We have identified five strategies to help us achieve our mission and vision:

· Profoundly enrich the experience of doing business with Sysco; 

· Continuously improve productivity in all areas of our business; 

· Expand our portfolio of products and services by initiating a customer-centric innovation program; 

· Explore, assess and pursue new businesses and markets; and 

· Develop and effectively integrate a comprehensive, enterprise-wide talent management process. 

Business Transformation Project

Our Business Transformation Project consists of three main components: 

· the design and deployment of an ERP system to implement an integrated software system to support a majority of our business processes and further streamline our operations;  

· a cost transformation initiative to lower our cost structure; and  

· a product cost reduction initiative to use market data and customer insights to make changes to product pricing and product assortment. 

Our total expected annualized benefits are $550 million to $650 million from this project by fiscal 2015.   We believe that in fiscal 2013 we can achieve 25% of the total expected annualized benefits.  If we are successful in obtaining these benefits in fiscal 2013, some of the trends noted above could be favorably impacted. 

We have deployed our ERP system to three additional locations and are experiencing improved functionality in many areas compared to past deployments.  Our shared services center, Sysco Business Services, continues to expand and provide a broader array of centralized administrative services.  We have also identified areas of improvement that we want to address before we continue deploying to additional locations.  Further deployments in this fiscal year will be reassessed as these improvements are made. 

Efforts from our cost transformation initiatives in the first 26 weeks of fiscal 2013 were in the multiple areas of operations.  We completed the implementation of maintenance management tools in our United States Broadline (U.S. Broadline) companies.  Best practice action plans have been created for our warehouse and delivery areas.  Our customer relationship management tool has been implemented in our U.S. Broadline companies that will improve sales productivity.  We restructured our information technology department and contracted with a third party provider for information technology managed services.  We initiated the implementation of our human resource systems and began centralizing field finance work to our shared services center.  Lastly, our retirement programs have been restructured, which we believe will result in reduced volatility of retirement related expenses and a reduction in total retirement related expenses in the long-term.  

Our product cost reduction initiative has been active in reducing SKUs in our inventory.  We also increased participation in our centralized purchasing initiative.  We are piloting product offerings in our category management initiative which utilize customer insights to make changes to product pricing and product assortment.

       Expenses related to the Business Transformation Project were $81.4 million in the second quarter of fiscal 2013 or $0.09 per share and $36.4 million in the second quarter fiscal 2012 or $0.04 per share.  Expenses related to the Business Transformation Project were $159.0 million in the first 26 weeks of fiscal 2013 or $0.17 per share and $73.4 million in the first 26 weeks fiscal 2012 or $0.08 per share.  This increase for both periods was largely attributable to deployment costs and software amortization, which began in August 2012.  Software amortization totaled $19.1 million and $31.8 million for the second quarter of fiscal 2013 and the first 26 weeks of fiscal 2013, respectively.  In fiscal 2012, we were still building and testing our software and therefore had a greater amount of capitalized costs.  We anticipate that project expenses for fiscal 2013 will be greater than in fiscal 2012 as a result of software amortization, the ramp up of our shared services center, continuing costs for deployment of the software platform and information technology support costs.  Some of these increased costs will be partially offset by benefits obtained from the project, primarily in reduced headcount; however, the costs will exceed the benefits in fiscal 2013.   

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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				26-Week Period Ended
	Dec. 29, 2012		Dec. 31, 2011		Dec. 29, 2012		Dec. 31, 2011
Sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	82.2		82.0		82.1		81.8
Gross margin	17.8		18.0		17.9		18.2
Operating expenses	14.2		13.8		14.0		13.7
Operating income	3.6		4.2		3.9		4.5
Interest expense	0.3		0.3		0.3		0.3
Other expense (income), net	(0.0)		(0.0)		(0.0)		(0.0)
Earnings before income taxes	3.3		3.9		3.6		4.2
Income taxes	1.2		1.5		1.3		1.5
Net earnings	2.1	%	2.4	%	2.3	%	2.7	%

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

	13-Week Period		26-Week Period
Sales	5.4	%	5.1	%
Cost of sales	5.7		5.4
Gross margin	3.9		3.4
Operating expenses	8.2		7.1
Operating income	(10.4)		(8.0)
Interest expense	13.8		9.2
Other expense (income), net	(49.5)	(1)	31.3	(2)
Earnings before income taxes	(12.4)		(9.0)
Income taxes	(14.0)		(10.5)
Net earnings	(11.5)	%	(8.1)	%
Basic earnings per share	(11.6)	%	(8.5)	%
Diluted earnings per share	(11.6)		(8.5)
Average shares outstanding	0.2		(0.2)
Diluted shares outstanding	0.5		(0.0)

(1)	Other expense (income), net was income of $1.8 million in the second quarter of fiscal 2013 and $3.5 million in the second quarter of fiscal 2012.
(2)	Other expense (income), net was income of $4.2 million in the first 26 weeks of fiscal 2013 and $3.2 million in the first 26 weeks of fiscal 2012.

Sales

Sales were 5.4%  higher in the second quarter and 5.1% higher in the first 26 weeks of fiscal 2013 than in the comparable period of the prior year.Sales for the second quarter and first 26 weeks of fiscal 2013 increased as a result of improving case volumes and product cost inflation and the resulting increase in selling prices.  Case volumes excluding acquisitions within the last 12 months improved approximately 1.8% in the second quarter and 2.4% in the first 26 weeks of fiscal 2013.  We have experienced greater sales growth in our large regional and national customers.  Our case volumes represent our results from our Broadline and SYGMA segments only.  Sales from acquisitions within the last 12 months favorably impacted sales by 1.1% for the second quarter and 0.8% for the first 26 weeks of fiscal 2013.  Our acquisition activity has been greater in fiscal 2013 as compared to fiscal 2012.  Changes in product costs, an internal measure of inflation or deflation, were estimated as inflation of 2.5% during the second quarter and 2.3% during the first 26 weeks of fiscal 2013.  Case volumesincluding acquisitionswithin the last 12 months improved approximately 2.8%  

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in the second quarter and 3.0% in the first 26 weeks of fiscal 2013.  The exchange rates used to translate our foreign sales into United States dollars favorably impacted sales by 0.3% in the second quarter and did not have a material impact in the first 26 weeks of fiscal 2013compared to the second quarterand first 26 weeks of fiscal 2012, respectively. 

Operating Income

Cost of sales primarily includes our product costs, net of vendor consideration, andincludes in-bound freight.  Operating expenses include the costs of facilities, product handling, delivery, selling and general and administrative activities. Fuel surcharges are reflected within sales and gross profit; fuel costs are reflected within operating expenses. 

The following tables set forth the change in 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 Dec. 29, 2012		13-Week Period Ended Dec. 31, 2011		13-Week Period Change in Dollars		13-Week Period % Change
	(In thousands)
Gross profit	$	1,917,566	$	1,845,650	$	71,916	3.9	%
Operating expenses		1,534,915		1,418,652		116,263	8.2
Operating income	$	382,651	$	426,998	$	(44,347)	(10.4)	%
Gross profit	$	1,917,566	$	1,845,650	$	71,916	3.9	%
Adjusted operating expenses (Non-GAAP)		1,431,902		1,381,216		50,686	3.7
Adjusted operating income (Non-GAAP)	$	485,664	$	464,434	$	21,230	4.6	%

	26-Week Period Ended Dec. 29, 2012		26-Week Period Ended Dec. 31, 2011		26-Week Period Change in Dollars		26-Week Period % Change
	(In thousands)
Gross profit	$	3,921,110	$	3,793,250	$	127,860	3.4	%
Operating expenses		3,059,677		2,856,912		202,765	7.1
Operating income	$	861,433	$	936,338	$	(74,905)	(8.0)	%
Gross profit	$	3,921,110	$	3,793,250	$	127,860	3.4	%
Adjusted operating expenses (Non-GAAP)		2,872,517		2,776,329		96,188	3.5
Adjusted operating income (Non-GAAP)	$	1,048,593	$	1,016,921	$	31,672	3.1	%

The decrease in operating income for both periods was primarily driven by increased expenses and charges related to our Business Transformation Project. 

Gross profitdollars increased in the second quarter and first 26 weeks of fiscal 2013 as compared to the second quarter and first 26 weeks of fiscal 2012 primarily due to increased sales.Gross margin, which is gross profit as a percentage of sales, was 17.76% in the second quarter of fiscal 2013, a decline of 26 basis points from the gross margin of 18.02% in the second quarter of fiscal 2012.  Gross marginwas 17.92% in the first 26 weeks of fiscal 2013, a decline of 29 basis points from the gross margin of 18.21% in the first 26 weeks of fiscal 2012.  This decline in gross margin was partially the result of increased growth from large regional and national customers.  Gross margin from these types of customers is generally lower than other types of customers.Increased competition resulting from a slow-growth market also contributed to the decline in gross margins.

We estimate that Sysco’s product cost inflation was 2.5% during the second quarter and 2.3% during the first 26 weeks of fiscal 2013.  Based on our product sales mix for the second quarter and the first 26 weeks of fiscal 2013, we were most impacted by higher levels of inflation in the poultry and meat product categories.  Our gross margin trends are improving with these more modest inflation amounts which are beneficial to us and our customers.  In the summer months of 2012, certain agricultural areas of the United States experienced severe drought.  The impact of this drought is uncertain and could result in volatile input costs.  Input costs could increase for a large portion of the products that we sell for a prolonged period.  While we cannot predict whether inflation will occur, prolonged periods of high inflation, either overall or in certain product categories, can have a negative impact on us and our

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customers, as high food costs can reduce consumer spending in the food-away-from-home market, and may negatively impact our sales, gross profit and earnings.

Operating expenses for the second quarter and first 26 weeks of fiscal 2013 increased 8.2%, or $116.3 million, and 7.1%, or $202.8 million, over the comparable prior year periods, respectively, primarily due to increased expenses and charges related to our Business Transformation Project, pay-related expenses, depreciation and amortization expense and fuel. Adjusted operating expenses increased 3.7% or $50.7 million, in the second quarter of fiscal 2013 over the comparable prior year period. Adjusted operating expenses increased 3.5% or $96.2 million, in the first 26 weeks of fiscal 2013 over the comparable prior year period.  The increases in adjusted operating expenses in both periods were primarily due to increased pay-related expenses, depreciation and amortization expense and fuel.

Expenses related to our Business Transformation Project, inclusive of pay-related and software amortization expense, were $81.4 million in the second quarter of fiscal 2013 and $36.4 million in the second quarter of fiscal 2012, representing an increase of $45.0 million.   Expenses related to our Business Transformation Project, inclusive of pay-related and software amortization expense, were $159.0 million in the first 26 weeks of fiscal 2013 and $73.4 million in the first 26 weeks of fiscal 2012, representing an increase of $85.7 million.   The increase in the second quarter and the first 26 weeks of fiscal 2013 resulted in part from the initiation of software amortization as the system was placed into service in August 2012 in the amount of $19.1 million for the second quarter and $31.8 million for the first 26 weeks.  The remaining increase resulted primarily from deployment expenses.  Our project was not in the deployment stage during the first quarter of fiscal 2012; therefore, a greater portion of the costs were capitalized in the prior year. 

Pay-related expenses, excluding labor costs associated with our Business Transformation Project,  increased by $16.8 million in the second quarter and $46.6 million in the first 26 weeks of fiscal 2013 over the comparable prior year periods.  The increase was primarily due to increased delivery and warehouse compensation, partially attributable to case growth, and added costs from companies acquired in the last 12 months.   Delivery and warehouse compensation includes activity-based pay which is driven by case volumes.  Since these drivers are variable in nature, increased case volumes can increase delivery and warehouse compensation.  Labor shortages also impacted costs in some of the markets that we operate in due to labor demand from increased oil exploration.  These increases were partially offset by reduced sales and general and administrative pay-related expenses.  In addition to the increase in pay-related expenses, we also incurred $5.7 million and $11.7 million in severance charges in the second quarter and first 26 weeks of fiscal 2013.  The majority of these charges were tied to our business transformation initiatives which included a restructuring of our information technology department. 

Depreciation and amortization expense, excluding amortization associated with our Business Transformation Project, increased by $8.8 million in the second quarter and $17.0 million in the first 26 weeks of fiscal 2013 over the comparable prior year periods.  The increase was primarily related to assets that were not placed in service in the second quarter and first 26 weeks of fiscal 2012 that were in service in the second quarter and first 26 weeks of fiscal 2013, primarily from new facilities, property from new acquisitions and expansions.

Fuel costs increased by  $7.0 million in the second quarter and $14.6 million in the first 26 weeks of fiscal 2013 over the comparable prior year periods primarily due to increased contracted diesel prices and increased gallon usage.  Our costs per gallon increased 8.0% in the second quarter and 7.2% in the first 26 weeks of fiscal 2013 over the second quarter and first 26 weeks of fiscal 2012.   Our activities to mitigate fuel costs include reducing miles driven by our trucks through improved routing techniques, improving fleet utilization by adjusting idling time and maximum speeds and using fuel surcharges.  We routinely enter into forward purchase commitments for a portion of our projected monthly diesel fuel requirements with a goal of mitigating a portion of the volatility in fuel prices.

Our fuel commitments will result in either additional fuel costs or avoided fuel costs based on the comparison of the prices on the fixed price contracts and market prices for the respective periods.  In the second quarter and first 26 weeks of fiscal 2013, the forward purchase commitments resulted in an estimated $3.7 million and $9.2 million, respectively, of avoided fuel costs as the fixed price contracts were generally lower than market prices for the contracted volumes.  In the second quarter and first 26 weeks of fiscal 2012, the forward purchase commitments resulted in an estimated $5.9 million and $13.6 million, respectively, of avoided fuel costs as the fixed price contracts were generally lower than market prices for the contracted volumes.

As of December 29, 2012,  we had forward diesel fuel commitments totaling approximately $110 million through November 2013.  These contracts will lock in the price of approximately 35% to 45% of our fuel purchase needs for the remainder of the fiscal year at prices lower than the current market price for diesel.  Assuming that fuel prices do not rise significantly over recent levels during fiscal 2013, fuel costs, exclusive of any amounts recovered through fuel surcharges, are expected to increase by approximately $10 to $20 million as compared to fiscal 2012.  Our estimate is based upon current, published quarterly market price projections for diesel, the cost committed to in our forward fuel purchase agreements currently in place for fiscal 2013 and estimates of fuel consumption.  Actual fuel costs could vary from our estimates if any of these assumptions change, in particular if future fuel prices vary significantly from our current estimates.  We continue to evaluate all opportunities to offset potential increases in fuel expense, including the use of fuel surcharges and overall expense management.    

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At the end of fiscal 2012, Sysco decided to freeze future benefit accruals under the Retirement Plan as of December 31, 2012 for all United States-based salaried and non-union hourly employees.  Effective January 1, 2013, these employees are eligible for additional contributions under an enhanced, defined contribution plan and additional expense will commence for this plan at that time.  Absent the Retirement Plan freeze discussed above, net company-sponsored pension costs would have increased $106.9 million in fiscal 2013, or $26.7 million per quarter.   In November 2012, we approved a plan to restructure our executive nonqualified retirement program including the SERP and our executive deferred compensation plan.  A non-qualified defined contribution plan was established as of January 1, 2013 as a replacement plan and benefits will be frozen under the SERP by the end of fiscal 2013.  We believe this restructuring more closely aligns our executive plans with our non-executive plans.   As a result of this restructuring, we incurred $12 million in charges in the second quarter of fiscal 2013 primarily from the write-off of prior service costs from the SERP that would have been recognized over a longer period of time absent the plan to freeze benefits.  Over the long-term, we believe the changes to all of these retirement programs will result in reduced volatility of retirement-related expenses and a reduction in total retirement-related expenses.  Together, our net company-sponsored pension costs increased $1.2 million in the second quarter of fiscal 2013and decreased  $5.5 million in the first 26 weeks of fiscal 2013 over the comparable prior year periods.

We expect to incur an additional $12 million in charges in the second half of fiscal 2013 resulting from increased costs that resulted from vesting participant benefits in the SERP concurrent with the plan to freeze benefits and from accelerated vesting of the company match of previously deferred compensation within our frozen executive deferred compensation plan.  Net company-sponsored pension costs are expected to decrease by $15.3 million in the last 26 weeks of fiscal 2013 as compared to the comparable prior year period.  Our expenses related to our defined contribution plans and other retirement-program expenses are expected to increase $55 million to $65 million.  We believe all of the retirement program changes, which includes the $24.1 million in restructuring costs, will cause retirement-related expenses to increase $35 million to $45 million on a net basis in fiscal 2013 as compared to fiscal 2012.

From time to time, we may voluntarily withdraw from multiemployer pension plans to minimize or limit our future exposure to these plans.  In the second quarters of fiscal 2013 and fiscal 2012, we recorded provisions of $2.5 million and zero, respectively, related to multiemployer pension plan withdrawals.  In the first 26 weeks of fiscal 2013 and fiscal 2012, we recorded provisions of $2.5 million and $4.5 million, respectively, related to multiemployer pension plan withdrawals.  In January 2013, the union members of one of the company’s subsidiaries approved a collective bargaining agreement that included an agreement to withdraw from the union’s multiemployer pension plan and allows the represented employees to become participants in Sysco’s company-sponsored pension plan.  This action triggered a withdrawal from the multiemployer pension plan.  As a result, during the third quarter of fiscal 2013, we will record a withdrawal liability provision of approximately $40.7 million related to this plan. 

Net Earnings

Net earnings decreased 11.5% in the second quarter and 8.1% in the first 26 weeks of fiscal 2013 from the comparable periods of the prior year due primarily to the changes in operating income discussed above.Adjusted  net earnings increased 4.7% and 3.8% during the same periods primarily from increased gross profits partially offset byincreases in adjusted operating expenses in both periods that were primarily due to increased pay-related expenses, depreciation and amortization expense and fuel.

The effective tax rate of 37.14% for the second quarter of fiscal 2013 was favorably impacted by the recording of $1.7 million of tax benefit related to disqualifying dispositions of Sysco stock pursuant to share-based compensation arrangements.  This favorable impact was nearly offset by the recording of $1.6 million in net tax expense related to various federal and state uncertain tax positions.  Indefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate also had the impact of reducing the effective tax rate.

The effective tax rate for the second quarter of fiscal 2012 was 37.81%.  Indefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate had the impact of reducing the effective tax rate.

The effective tax rate of 36.71% for the first 26 weeks of fiscal 2013 was favorably impacted by the recording of $2.5 million of tax benefit related to disqualifying dispositions of Sysco stock pursuant to share-based compensation arrangements and the recording of $2.1 million in net tax benefit related to various federal, foreign and state uncertain tax positions.  Indefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate also had the impact of reducing the effective tax rate.

The effective tax rate for the first 26 weeks of fiscal 2012 was 37.31%.  Indefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate had the impact of reducing the effective tax rate.

Earnings Per Share

Basic and diluted earnings per share in the second quarter of fiscal 2013 were $0.38,  an 11.6% decrease from the comparable prior year period amount of $0.43 per share.  This decrease was primarily the result of the factors discussed above.  Adjusted diluted

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earnings per share were $0.49 in the second quarter of fiscal 2013 and $0.47 in the second quarter of fiscal 2012, or an increase of 4.3% due to the increase in adjusted net earnings discussed above.   We believe the negative impact from Hurricane Sandy was $0.01 per share for the second quarter of fiscal 2013.

Basic and diluted earnings per share in the first 26 weeks of fiscal 2013 were $0.86,  an 8.5% decrease from the comparable prior year period amount of $0.94 per share.  This decrease was primarily the result of the factors discussed above.  Adjusted diluted earnings per share were $1.06 in the first 26 weeks of fiscal 2013 and $1.02 in the first 26 weeks of fiscal 2012, or an increase of 3.9% due to the increase in adjusted net earnings discussed above.

Non-GAAP Reconciliations 

Sysco’s results of operations are impacted by costs from charges from the executive retirement plans restructuring, multiemployer pension plans(MEPP), severance, facility closures and our multi-year Business Transformation Project (BTP).  Management believes that adjusting its operating expenses, operating income, net earnings and diluted earnings per share to remove the impact of the executive retirement plans restructuring costs, multiemployer pension plan charges, severance charges, facility closure charges and Business Transformation Project costs provides an important perspective of underlying business trends and results and provides meaningful supplemental information to both management and investors that is indicative of the performance of the company’s underlying operations and facilitates comparison on a year-over-year basis. 

The company uses these non-GAAP measures when evaluating its financial results as well as for internal planning and forecasting purposes.  These financial measures should not be used as a substitute in assessing the company’s results of operations for periods presented.  An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP.  As a result, in the table below, each period presented is adjusted to remove executive retirement plans restructuring costs, multiemployer pension plan charges, severance charges, facility closure charges and Business Transformation Project costs.

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Set forth below is a reconciliation of actual operating expenses, operating income, net earnings and diluted earnings per share to adjusted results for these measures for the periods presented:

	13-Week Period Ended Dec. 29, 2012		13-Week Period Ended Dec. 31, 2011		13-Week Period Change in Dollars		13-Week Period % Change
	(In thousands, except for share and per share data)
Operating expenses (GAAP)	$	1,534,915	$	1,418,652	$	116,263	8.2	%
Impact of Restructuring Executive Retirement Plans		(12,163)		-		(12,163)
Impact of MEPP charge		(2,457)		-		(2,457)
Impact of Severance charge		(5,669)		(1,080)		(4,589)	424.9
Impact of Facility Closure charge		(1,362)		-		(1,362)
Impact of BTP costs		(81,362)		(36,356)		(45,006)	123.8
Adjusted operating expenses (Non-GAAP)	$	1,431,902	$	1,381,216	$	50,686	3.7	%
Operating Income (GAAP)	$	382,651	$	426,998	$	(44,347)	(10.4)	%
Impact of Restructuring Executive Retirement Plans		12,163		-		12,163
Impact of MEPP charge		2,457		-		2,457
Impact of Severance charge		5,669		1,080		4,589	424.9
Impact of Facility Closure charge		1,362		-		1,362
Impact of BTP costs		81,362		36,356		45,006	123.8
Adjusted operating income (Non-GAAP)	$	485,664	$	464,434	$	21,230	4.6	%
Net earnings (GAAP)	$	221,369	$	250,113	$	(28,744)	(11.5)	%
Impact of Restructuring Executive Retirement Plans (net of tax) (1)		7,646		-		7,646
Impact of MEPP charge (net of tax) (1)		1,544		-		1,544
Impact of Severance charge (net of tax) (1)		3,564		672		2,892	430.4
Impact of Facility Closure charge (net of tax) (1)		856		-		856
Impact of BTP costs (net of tax) (1)		51,144		22,610		28,534	126.2
Adjusted net earnings (Non-GAAP)	$	286,123	$	273,395	$	12,728	4.7	%
Diluted earnings per share (GAAP)	$	0.38	$	0.43	$	(0.05)	(11.6)	%
Impact of Restructuring Executive Retirement Plans		0.01		-		0.01
Impact of MEPP and Facility charges		-		-		-
Impact of Severance charges		0.01		-		0.01
Impact of BTP costs		0.09		0.04		0.05	125.0
Adjusted diluted earnings per share (Non-GAAP)	$	0.49	$	0.47	$	0.02	4.3	%
Diluted shares outstanding		589,751,933		587,034,204

⁽¹⁾ The aggregate tax impact of adjustments for the executive retirement plans restructuring, multiemployer pension plan charges, severance charges, facility closure charges and Business Transformation Project costs was $38.3 million and $14.2 million for the second quarter of fiscal 2013 and fiscal 2012, respectively.Amounts are calculated by multiplying the operating income impact of each item by each quarter's effective tax rate.

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	26-Week Period Ended Dec. 29, 2012		26-Week Period Ended Dec. 31, 2011		26-Week Period Change in Dollars		26-Week Period % Change
	(In thousands, except for share and per share data)
Operating expenses (GAAP)	$	3,059,677	$	2,856,912	$	202,765	7.1	%
Impact of Restructuring Executive Retirement Plans		(12,163)		-		(12,163)
Impact of MEPP charge		(2,457)		(4,500)		2,043	(45.4)
Impact of Severance charge		(11,746)		(2,722)		(9,024)	331.5
Impact of Facility Closure charge		(1,750)		-		(1,750)
Impact of BTP costs		(159,044)		(73,361)		(85,683)	116.8
Adjusted operating expenses (Non-GAAP)	$	2,872,517	$	2,776,329	$	96,188	3.5	%
Operating Income (GAAP)	$	861,433	$	936,338	$	(74,905)	(8.0)	%
Impact of Restructuring Executive Retirement Plans		12,163		-		12,163
Impact of MEPP charge		2,457		4,500		(2,043)	(45.4)
Impact of Severance charge		11,746		2,722		9,024	331.5
Impact of Facility Closure charge		1,750		-		1,750
Impact of BTP costs		159,044		73,361		85,683	116.8
Adjusted operating income (Non-GAAP)	$	1,048,593	$	1,016,921	$	31,672	3.1	%
Net earnings (GAAP)	$	507,967	$	552,766	$	(44,799)	(8.1)	%
Impact of Restructuring Executive Retirement Plans (net of tax) (1)		7,698		-		7,698
Impact of MEPP charge (net of tax) (1)		1,555		2,821		(1,266)	(44.9)
Impact of Severance charge (net of tax) (1)		7,434		1,706		5,728	335.8
Impact of Facility Closure charge (net of tax) (1)		1,108		-		1,108
Impact of BTP costs (net of tax) (1)		100,659		45,990		54,669	118.9
Adjusted net earnings (Non-GAAP)	$	626,421	$	603,283	$	23,138	3.8	%
Diluted earnings per share (GAAP)	$	0.86	$	0.94	$	(0.08)	(8.5)	%
Impact of Restructuring Executive Retirement Plans		0.01		-		0.01
Impact of MEPP and Facility charges		0.01		-		0.01
Impact of Severance charges		0.01		-		0.01
Impact of BTP costs		0.17		0.08		0.09	112.5
Adjusted diluted earnings per share (Non-GAAP)	$	1.06	$	1.02	$	0.04	3.9	%
Diluted shares outstanding		590,130,537		590,241,651

⁽¹⁾ The aggregate tax impact of adjustments for the executive retirement plans restructuring, multiemployer pension plan charges, severance charges, facility closure charges and Business Transformation Project costs was $68.7 million and $30.1 million for the first 26 weeks of fiscal 2013 and fiscal 2012, respectively.Amounts are calculated by multiplying the operating income impact of each item by each 26-week period's effective tax rate.

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Segment Results

We have aggregated our operating companies into a number of segments, of which only Broadline and SYGMA are reportable segments as defined in the accounting literature related to disclosures about segments of an enterprise.  The accounting policies for the segments are the same as those disclosed by Sysco for its consolidated financial statements.  Intersegment sales represent specialty produce and imported specialty products distributed by the Broadline and SYGMA operating companies. 

Management evaluates the performance of each of our operating segments based on its respective operating income results.   Corporate expenses generally include all expenses of the corporate office and Sysco’s shared service center.  These also include all share-based compensation costs and expenses related to the company’s Business Transformation Project. While a segment’s operating income may be impacted in the short-term by increases or decreases in gross profits, expenses, or a combination thereof, over the long-term each business segment is expected to increase its operating income at a greater rate than sales growth. This is consistent with our long-term goal of leveraging earnings growth at a greater rate than sales growth.

The following table sets forth the operating income of each of our reportable segments and the other segment expressed as a percentage of each segment’s sales for each period reported and should be read in conjunction with Note 13,  “Business Segment Information”:

	Operating Income as a Percentage of Sales				Operating Income as a Percentage of Sales
	13-Week Period				26-Week Period
	Dec. 29, 2012		Dec. 31, 2011		Dec. 29, 2012		Dec. 31, 2011
Broadline	6.6	%	6.8	%	6.9	%	7.0	%
SYGMA	1.0		0.9		0.9		1.0
Other	3.1		3.6		3.2		3.9

The following table sets forth the change in the selected financial data of each of our reportable segments and the other segment expressed as a percentage increase or decrease over the comparable period in the prior year and should be read in conjunction with Note 13,  “Business Segment Information”:

	Increase (Decrease)				Increase (Decrease)
	13-Week Period				26-Week Period
	Sales		Operating Income		Sales		Operating Income
Broadline	5.5	%	2.7	%	5.0	%	2.9	%
SYGMA	0.6		1.1		1.6		(11.9)
Other	18.0		1.1		15.1		(4.3)

The following table sets forth sales and operating income of each of our reportable segments, the other segment, and intersegment sales, expressed as a percentage of aggregate segment sales, including intersegment sales, and operating income, respectively.  For purposes of this statistical table, operating income of our segments excludes corporate expenses of $231.5 million and $430.0 million in the second quarter and first 26 weeks of fiscal 2013, as compared to $171.4 million and $326.4 million in the second quarter and first 26 weeks of fiscal 2012,  that is not charged to our segments.  This information should be read in conjunction with Note 13, “Business Segment Information”:

	Components of Segment Results
	13-Week Period Ended
	Dec. 29, 2012				Dec. 31, 2011
	Sales		Segment Operating Income		Sales		Segment Operating Income
Broadline	81.3	%	94.5	%	81.2	%	94.4	%
SYGMA	13.1		2.2		13.7		2.2
Other	6.1		3.3		5.5		3.4
Intersegment sales	(0.5)		-		(0.4)		-
Total	100.0	%	100.0	%	100.0	%	100.0	%

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	Components of Segment Results
	26-Week Period Ended
	Dec. 29, 2012				Dec. 31, 2011
	Sales		Segment Operating Income		Sales		Segment Operating Income
Broadline	81.5	%	94.7	%	81.5	%	94.2	%
SYGMA	12.9		2.0		13.4		2.3
Other	6.0		3.3		5.5		3.5
Intersegment sales	(0.5)		-		(0.4)		-
Total	100.0	%	100.0	%	100.0	%	100.0	%

Broadline Segment

The Broadline reportable segment is an aggregation of the company’s United States, Canadian and European Broadline segments.  Broadline operating companies distribute a full line of food products and a wide variety of non-food products to both traditional and chain restaurant customers and also provide custom-cut meat operations.  Broadline operations have significantly higher operating margins than the rest of Sysco’s operations.  In the first 26 weeks of fiscal 2013, the Broadline operating results represented approximately 81.5% of Sysco’s overall sales and 94.7% of the aggregated operating income of Sysco’s segments, which excludes corporate expenses.

Sales

Sales were 5.5%greater in the second quarterand 5.0%  greater in the first 26 weeks of fiscal 2013 than the comparable prior year periods.  Sales for the second quarter and first 26 weeks of fiscal 2013 increased as a result of improving case volumes and product cost inflation and the resulting increase in selling prices.  We have experienced greater sales growth in our large regional and national customers.  Sales from acquisitions within the last 12 months contributed 0.5%and 0.7% to the overall sales comparison for the second quarterand the first 26 weeks of fiscal 2013, respectively.  Changes in product costs, an internal measure of inflation or deflation, were estimated as inflation of 2.7%and 2.5%  in the second quarter and first 26 weeks of fiscal 2013, respectively.  The exchange rates used to translate our foreign sales into United Statesdollars positively impacted sales by 0.4% in the second quarterand did not have a material impact in the first 26 weeks of fiscal 2013 compared to the second quarter and first 26 weeks of fiscal 2012, respectively. 

Operating Income

Operating income  increased by 2.7% in thesecond quarter and 2.9% in the first 26 weeks of fiscal 2013 over the comparable prior year periods.  This increase was driven by gross profit dollars increasing more than operating expenses.

Gross profit dollars increased in the  second quarterand first 26 weeks of fiscal 2013 primarily due to increased sales; however, gross profit dollars increased at a lower rate than sales.  This decline in gross margin was partially the result of increased growth from large regional and national customers.  Gross margin from these types of customers is generally lower than other types of customers.Increased competition resulting from a slow-growth market also contributed to the decline in gross margins.  Our Broadline segment experienced product cost inflation in the second quarter and first 26 weeks of fiscal 2013.  Based on our product sales mix during this period, we were most impacted by higher levels of inflation in the poultry and meat product categories.  Our gross margin trends are improving with these more modest inflation amounts which are beneficial to us and our customers.  In the summer months of 2012, certain agricultural areas of the United States have experienced severe drought.  The impact of this drought is uncertain and could result in volatile input costs.  Input costs could increase for a large portion of the products that we sell for a prolonged period.  While we cannot predict whether inflation will occur, prolonged periods of high inflation, either overall or in certain product categories, can have a negative impact on us and our customers, as high food costs can reduce consumer spending in the food-away-from-home market, and may negatively impact our sales, gross profit and earnings.

Operating expenses for the Broadline segment increased in fiscal 2013 as compared to fiscal 2012.  The expense increases in fiscal 2013 were driven largely by an increase in pay-related expenses, fuel costs and severance costs, partially offset by a favorable comparison in the provisions for losses on receivables in each period.  The increase was primarily due to increased delivery and warehouse compensation, partially attributable to case growth, and added costs from companies acquired in the last 12 months.   Delivery and warehouse compensation includes activity-based pay which is driven by case volumes.  Since these drivers are variable in nature, increased case volumes can increase delivery and warehouse compensation.  Labor shortages also impacted costs in some of the markets that we operate in due to labor demand from increased oil exploration.  These increases were partially offset by reduced sales and general and administrative pay-related expenses.  Fuel costs were $5.7 millionand $11.7 million higherin the second quarter and in the first 26 weeks of fiscal 2013 than in the comparable prior year period.  Assuming that fuel prices do not rise significantly

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over recent levels during fiscal 2013, fuel costs exclusive of any amounts recovered through fuel surcharges, are expected to increase by approximately $5 million to $15 million as compared to fiscal2012.  Our estimate is based upon current, published quarterly market price projections for diesel, the cost committed to in our forward fuel purchase agreements currently in place for fiscal 2013 and estimates of fuel consumption.  Actual fuel costs could vary from our estimates if any of these assumptions change, in particular if future fuel prices vary significantly from our current estimates.  We continue to evaluate all opportunities to offset potential increases in fuel expense, including the use of fuel surcharges and overall expense management.  

From time to time, we may voluntarily withdraw from multiemployer pension plans to minimize or limit our future exposure to these plans.  In the second quarters of fiscal 2013 and fiscal 2012, we recorded provisions of $2.5 million and zero, respectively, related to multiemployer pension plan withdrawals.  In the first 26 weerks of fiscal 2013 and fiscal 2012, we recorded provisions of $2.5 million and $4.5 million, respectively, related to multiemployer pension plan withdrawals.  In January 2013, the union members of one of the company’s subsidiaries approved a collective bargaining agreement that included an agreement to withdraw from the union’s multiemployer pension plan and allows the represented employees to become participants in Sysco’s company-sponsored pension plan.  This action triggered a withdrawal from the multiemployer pension plan.  As a result, during the third quarter of fiscal 2013, we will record a withdrawal liability provision of approximately $40.7 million related to this plan. 

SYGMA Segment

SYGMA operating companies distribute a full line of food products and a wide variety of non-food products to certain chain restaurant customer locations.   

Sales

Sales were 0.6%greater in the second quarter and 1.6% greater in the first 26 weeks of fiscal 2013 than the comparable prior year periods.   The increase in sales was primarily due to product cost inflation and the resulting increase in selling prices partially offset by case volume declines from low levels of growth from existing customers and lost customers.

Operating Income

Operating income increased by 1.1% in the second quarter and decreased 11.9% in the first 26 weeks of fiscal 2013 over the comparable prior year periods.Gross profit dollars increased 0.2% while operating expenses were flat in the second quarter of fiscal 2013 over the comparable prior year period.  Gross profit dollars decreased0.4% while operating expenses increased 1.3% in the first 26 weeks of fiscal 2013 over the comparable prior year period.  Operating expenses increased in the first 26 weeks of fiscal 2013 largely due to increased delivery costs including pay-related expenses.  Fuel costs in the second quarter and first 26 weeks of fiscal 2013 were $0.6 million and $1.6 million greater than the comparable prior year periods.

Other Segment

“Other” financial information is attributable to our other operating segments, including our specialty produce and lodging industry products segments, a company that distributes specialty imported products and a company that distributes to international customers.  These operating segments are discussed on an aggregate basis as they do not represent reportable segments under segment accounting literature.

Operating income increased1.1% for the second quarter  and decreased 4.3% for the first 26 weeks of fiscal 2013from the comparable prior year periods. The increase in operating income for the second quarter of fiscal 2013 was caused by earnings from our specialty import business that was acquired in the third quarter of fiscal 2012.  All businesses in this segment experienced increased operating income with the exception of our specialty produce companies which incurred facility closing costs.   The decrease in operating income for the first 26 weeks of fiscal 2013 was caused partially due to increased operating expenses within our specialty produce and lodging industry products segments.    A portion of the increase in the specialty produce segment’s operating expenses resulted from facility closing costs of $1.4 million and $1.8 million for the second quarter of fiscal 2013 and the first 26 weeks of fiscal 2013, respectively.

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Liquidity and Capital Resources

Highlights 

Comparisons of the cash flows from the first 26 weeks of fiscal 2013 to the first 26 weeks of fiscal 2012:  

· Cash flows from operations were $386.8 million this year compared to $538.5 million last year. 

· Capital expenditures totaled $261.6 million this year compared to $433.9 million last year. 

· Free cash flow was $125.2 million this year compared to $104.7 million last year (See Non-GAAP reconciliation below under the heading “Free Cash Flow.”)

· Cash flows for acquisition of businesses were $194.2 million this year compared to $36.8 million last year.

· Net bank borrowings were $48.1 million this year compared to $195.5 million last year. 

· Treasury stock purchases were $143.5 million this year compared to $272.3 million last year. 

· Dividends paid were $315.9 million this year compared to $307.1 million last year. 

Sources and Uses of Cash

Sysco’s strategic objectives include continuous investment in our business; these investments are funded by a combination of cash from operations and access to capital from financial markets. Our operations historically have produced significant cash flow. Cash generated from operations is generally allocated to: 

· working capital requirements;

· investments in facilities, systems, fleet, other equipment and technology;

· Return of capital to shareholders, including cash dividends and share repurchases;

· acquisitions compatible with our overall growth strategy;

· contributions to our various retirement plans; and

· debt repayments.

Any remaining cash generated from operations may be invested in high-quality, short-term instruments or applied toward the cost of the share repurchase program.  As a part of our ongoing strategic analysis, we regularly evaluate business opportunities, including potential acquisitions and sales of assets and businesses, and our overall capital structure.  Any transactions resulting from these evaluations may materially impact our liquidity, borrowing capacity, leverage ratios and capital availability.

We continue to generate substantial cash flows from operations and remain in a strong financial position; however, our liquidity and capital resources can be influenced by economic trends and conditions.  Uncertain economic conditions and uneven levels of consumer confidence and the resulting pressure on consumer disposable income have lowered our sales growth and our cash flows from operations.  Product cost inflation and competitive pressures have lowered our gross profit and cash flows from operations as we were unable to pass through all of the increased product costs with the same gross margin to our customers.  We believe our mechanisms to manage working capital, such as credit monitoring, optimizing inventory levels and maximizing payment terms with vendors, andour mechanisms to manage the items impacting our gross profitshave been sufficient to limit a significant unfavorable impact on our cash flows from operations.  We believe these mechanisms will continue to prevent a significant unfavorable impact on our cash flows from operations. As of December 29, 2012, we had $320.8 million in cash and cash equivalents, approximately 35% of which was held by our international subsidiaries generated from earnings of our international operations.  If these earnings were transferred among countries or repatriated to the United States, such amounts may be subject to additional tax obligations; however, we do not currently anticipate the need to relocate this cash. 

We believe the following sources will be sufficient to meet our anticipated cash requirements for the next twelve months and beyond, while maintaining sufficient liquidity for normal operating purposes: 

· our cash flows from operations;

· the availability of additional capital under our existing commercial paper programs, supported by our revolving credit facility, and bank lines of credit;  

· our ability to access capital from financial markets, including issuances of debt securities, either privately or under our shelf registration statement filed with the Securities and Exchange Commission (SEC).

Due to our strong financial position, we believe that we will continue to be able to effectively access the commercial paper market and long-term capital markets, if necessary.  We believe our cash flows from operations will improve in fiscal 2013 and beyond as compared to fiscal 2012 due to benefits from our Business Transformation Project and initiatives to improve our working capital management. 

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Cash Flows

Operating Activities

We generated $386.8 million in cash flow from operations in the first 26 weeks of fiscal 2013, as compared to $538.5 million in the first 26 weeks of fiscal 2012.  This decrease of $151.7 million was largely attributable to changes in working capital, the redemption of some of our corporate-owned life insurance (COLI) policies in the first 26 weeks of fiscal 2012 and a reduction in net earnings.  These decreases were partially offset by an increase in non-cash depreciation and amortization expense. These items are more fully described below.  In the first 26 weeks of fiscal 2012, we paid $106 million in settlement payments to the Internal Revenue Service (IRS).  We completed these settlement payments in fiscal 2012 and therefore this year’s cash flow from operations is expected to show improvements as compared to fiscal 2012.  These improvements have not been realized yet in our cash flow from operations as other increased tax payments and various other items have largely offset this decline in settlement payments.  We expect an improvement in cash flow from operations in fiscal 2013 compared to fiscal 2012 as a result the completion of IRS settlement payments in fiscal 2012 that are not recurring in fiscal 2013.

Changes in working capital, including accounts receivable, inventory and accounts payable, had a negative impact of $81.1 million on the comparison of cash flow from operations from the first 26 weeks of fiscal 2013 to the first 26 weeks of fiscal 2012.  Both periods were affected by increases in accounts receivable and inventory.  Due to normal seasonal patterns, sales were slower during the last month of the second quarter as compared to the last month of the fiscal year, and sales to multi-unit customers and school districts represented a larger percentage of our sales at the end of each first 26 week period as compared to the end of each prior fiscal year.  Payment terms for these types of customers are traditionally longer than average.  Historically, we have experienced elevated inventory levels during the holiday period that occurs at the end of the second quarter.  Sales in the last weeks of the quarter are at lower volumes due to the holiday period, causing an increase in inventory levels.  In addition, purchasing levels are typically increased at the end of the quarter in anticipation of increased sales volumes from the re-opening of schools after the holiday period. The impact of the slower sales in the last month of the quarter and the deterioration in both accounts receivable and inventory turnover from the end of the prior fiscal year was more pronounced in the first 26 weeks of fiscal 2013 than the first 26 weeks of fiscal 2012.  The change in accounts payable in both periods was affected by the factors discussed above, including the slower sales in the last month of the quarter and the increase in inventory levels.  However, the year-over-year impact of the change in accounts payable is favorable to cash flow from operations due to working capital improvements in accounts payable.

The comparison of cash flow from operations from the first 26 weeks of fiscal 2013 to the first 26 weeks of fiscal 2012 was negatively impacted by an unfavorable change of $69.5 million in other assets.  This unfavorable change resulted from an increase in cash in the prior year from the redemption of approximately $75 million of our COLI policies.  These COLI policies were maintained to meet a portion of our obligations under the SERP and were replaced by less volatile corporate-owned real estate assets as part of our plan to reduce the market-driven COLI impact on our earnings.  There was no similar redemption in the first 26 weeks of fiscal 2013.

The increase in non-cash depreciation and amortization expense of $48.9 million was primarily related to assets that were not in service in the first 26 weeks of fiscal 2012 that were in service in the first 26 weeks of fiscal 2013.  These assets include our software related to our Business Transformation Project, which was placed into service in August 2012, as well as various new facilities and expansions.

Investing Activities

Our capital expenditures in the first 26 weeks of fiscal 2013 primarily include facility replacements and expansions, fleet replacements and warehouse equipment.

Capital expenditures in the first 26 weeksof fiscal 2013 decreased by $172.3 million primarily due to less investment in technology in fiscal 2013 related to our Business Transformation Project due to the initiation of the project’s deployment phase in August 2012.  Capital expenditures in the first 26 weeks of fiscal 2013 and 2012 for our Business Transformation Project were $10.4 million and $78.6 million, respectively.

During the first 26 weeks of fiscal 2013, in the aggregate, we paid cash of $194.2 million for acquisitions made during fiscal 2013.

Free Cash Flow

Free cash flow represents net cash provided from operating activities less purchases of plant and equipment.   Sysco considers free cash flow to be a non-GAAP liquidity measure that provides useful information to management and investors about the amount of cash generated by the business after the purchases of buildings, fleet, equipment and technology, which may potentially be used to pay for, among other things, strategic uses of cash including dividend payments, share repurchases and acquisitions.   We do not mean to

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imply that free cash flow is necessarily available for discretionary expenditures, however, as it may be necessary that we use it to make mandatory debt service or other payments.  As a result of reduced capital spending, free cash flow for the first 26 weeks of fiscal 2013 increased 19.6%, or $20.6 million, to $125.2 million as compared to the first 26 weeks of fiscal 2012.  We expect an improvement in free cash flow in fiscal 2013 compared to fiscal 2012 as a result of lower capital spending and the completion of IRS settlement payments in fiscal 2012 that are not recurring in fiscal 2013.

Free cash flow should not be used as a substitute 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.  In the table that follows, free cash flow for each period presented is reconciled to net cash provided by operating activities. 

	26-Week Period Ended Dec. 29, 2012		26-Week Period Ended Dec. 31, 2011		26-Week Period Change in Dollars		26-Week Period % Change
	(In thousands)
Net cash provided by operating activities (GAAP)	$	386,785	$	538,515	$	(151,730)	(28.2)	%
Additions to plant and equipment		(261,576)		(433,858)		172,282	(39.7)
Free Cash Flow (Non-GAAP)	$	125,209	$	104,657	$	20,552	19.6	%

Financing Activities

Equity Transactions

Shares repurchased during the first 26 weeks of fiscal 2013 were 4,675,200 shares at a cost of $143.5 million, as compared to 10,000,000 shares at a cost of $272.3 million in the first 26 weeks of fiscal 2012.No additional shares were repurchased through January26, 2013, resulting in a remaining authorization by our Board of Directors to repurchase up to 18,711,400 shares, based on the trades made through that date.  Our current share repurchase strategy is to purchase enough shares to keep our diluted average shares outstanding relatively constant.  To achieve this goal, we believe share purchase activity will continue during the remainder of fiscal 2013. 

Dividends paid in the first 26 weeks of fiscal 2013were $315.9 million, or $0.54 per share, as compared to $307.1 million, or $0.52 per share, in the first 26 weeks of fiscal 2012.  In November 2012, we declared our regular quarterly dividend for the third quarter of fiscal 2013 of $0.28 per share, which was paid in January 2013.

Debt Activity and Borrowing Availability

We have uncommitted bank lines of credit, which provide for unsecured borrowings for working capital of up to $95.0 million, of which $3.1 million was outstanding as of December 29, 2012.  There were no borrowings outstanding as of January26,  2013.

Sysco and one of its subsidiaries, Sysco International, ULC, have a revolving credit facility supporting the company’s United States and Canadian commercial paper programs.  The facility provides for borrowings in both United States and Canadian dollars.  Borrowings by Sysco International, ULC under the agreement are guaranteed by Sysco, and borrowings by Sysco and Sysco International, ULC under the credit agreement are guaranteed by the wholly-owned subsidiaries of Sysco that are guarantors of the company’s senior notes and debentures.   The original facility in the amount of $1.0 billion expires on December 29, 2016.  In December 2012, a portion of the facility was extended for an additional year.  This extended facility, which expires on December 29, 2017, is for $925.0 million of the original $1.0 billion facility, but is subject to further extension.  As of December 29, 2012, commercial paper issuances outstanding were $45.0 million. As of January 26, 2013, there were no commercial paper issuances outstanding.

During the 26 week period ended December 29, 2012, aggregate commercial paper issuances and short-term bank borrowings ranged from zero to approximately $203.0 million.  During the first 26 weeks of fiscal 2013 and 2012, our aggregate commercial paper issuances and short-term bank borrowings had a weighted average interest rate of 0.23% and 0.25%, respectively.

In September 2012, the company’s Irish subsidiary, Pallas Foods, entered into a €75.0 million (Euro) multicurrency revolving credit facility, which will be utilized for capital needs for the company’s European subsidiaries.  This facility provides for unsecured borrowings and expires September 25, 2013, but is subject to extension.  Outstanding borrowings under this facility were €30.0 million (Euro) as of December 29, 2012.   There were €30.0  million (Euro) of borrowings outstanding as of January26,  2013.

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Included in current maturities of long-term debt as December 29, 2012 are the 4.2% senior notes totaling $250.0 million, which mature in February 2013.  It is our intention to fund the repayment of these notes at maturity through cash on hand, cash flow from operations, issuances of commercial paper, senior notes or a combination thereof.

Other Considerations - Multiemployer Pension Plans

As discussed in Note 7,  “Multiemployer Employee Benefit Plans,” we contribute to several multiemployer defined benefit pension plans based on obligations arising under collective bargaining agreements covering union-represented employees. 

Under certain circumstances, including our voluntary withdrawal or a mass withdrawal of all contributing employers from certain underfunded plans, we would be required to make payments to the plans for our proportionate share of the multiemployer plan’s unfunded vested liabilities.  We believe that one of the above-mentioned events is reasonably possible with certain plans in which we participate and estimate our share of withdrawal liability for these plans could be as much as $115.0 million as of December 29, 2012.   In January 2013, the union members of one of our subsidiaries approved a collective bargaining agreement that included an agreement to withdraw from the union’s multiemployer pension plan and allows the represented employees to become participants in Sysco’s company-sponsored pension plan.  This action triggered a withdrawal from the multiemployer pension plan.  As a result of this withdrawal, we estimate that our share of withdrawal liability for the remaining plans for which it is reasonably possible for a withdrawal event to occur could have been as much as $80.0 million as of January 26, 2013.  These estimates exclude plans for which we have recorded withdrawal liabilities or where the likelihood of the above-mentioned events is deemed remote.  Due to the lack of current information, we believe our current share of the withdrawal liability could materially differ from this estimate.   

As of December 29, 2012 and January 26, 2013, Sysco had approximately $14.0 million and $54.7 million, respectively, in liabilities recorded related to certain multiemployer defined benefit plans for which Sysco’s voluntary withdrawal had already occurred.  We believe some or a portion of these liabilities could be paid in the fourth quarter of fiscal 2013.

Required contributions to multiemployer plans could increase in the future as these plans strive to improve their funding levels.  In addition, pension-related legislation in the United States requires underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their underfunding.  We believe that any unforeseen requirements to pay such increased contributions, withdrawal liability and excise taxes would be funded through cash flow from operations, borrowing capacity or a combination of these items.

Contractual Obligations 

Our Annual Report on Form 10-K for the fiscal year ended June 30, 2012, contains a table that summarizes our obligations and commitments to make contractual future cash payments as of June 30, 2012.  Since June 30, 2012, there have been no material changes to our contractual obligations other than as described below.

The following table sets forth, as of December 29, 2012, certain information concerning our obligations and commitments to make contractual future payments:

	Payments Due by Period
	Total		< 1 Year		1-3 Years		3-5 Years		More Than 5 Years
	(In thousands)
Unrecorded Contractual Obligations:
Purchase obligations (1)	$	2,958,202	$	2,174,133	$	630,076	$	153,958	$	35

⁽¹⁾ For purposes of this table, purchase obligations include agreements for purchases of product in the normal course of business, for which all significant terms have been confirmed, including minimum quantities resulting from our sourcing initiative. Such amounts included in the table above are based on estimates. Purchase obligations also includes amounts committed with various third party service providers to provide information technology services for periods up to fiscal 2016 (See discussion under Note 12, “Commitments and Contingencies”), fixed electricity agreements and fixed fuel purchase commitments. Purchase obligations exclude full requirements electricity contracts where no stated minimum purchase volume is required.

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.  Sysco’s most critical accounting policies and estimates include those that pertain to the allowance for doubtful accounts receivable, self-insurance programs, pension plans, income taxes, vendor consideration, accounting

35

for business combinations and share-based compensation, which are described in Item 7 of our  Annual Report on Form 10-K for the fiscal year ended June 30, 2012.

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. They include statements about:

· Sysco’s ability to increase its sales and market share and grow earnings;

· the impact of general economic conditions and fiscal issues, such as higher taxes, the national debt, and high unemployment rates, on consumer confidence and our business;

· sales and expense trends including expectations regarding pay-related expenses, pension costs and defined contribution plan expenses;

· charges to be incurred in the second half of fiscal 2013 due to the restructuring of the executive nonqualified retirement program;

· Sysco’s belief that its changes to its retirement programs, over the long-term, will result in reduced volatility of retirement-related expenses and a reduction in total retirement-related expenses;

· expectations regarding fuel costs;

· expectations regarding operating income and sales for our business segments;

· anticipated multiemployer pension-related liabilities, charges to be incurred in the third quarter of fiscal 2013, the timing of expected withdrawal payments and contributions to various multiemployer pension plans, and the source of funds for any such contributions;

· Sysco’s belief regarding multiemployer pension-related liabilities that could be paid in the fourth quarter of fiscal 2013;

· expected implementation, timing, costs and benefits of our Business Transformation Project, including the total expected annualized benefits from our Business Transformation Project by fiscal 2015;  

· Sysco’s belief that expenses related to Business Transformation Project will increase in fiscal 2013 as compared to fiscal 2012;

· Sysco’s belief that in fiscal 2013 it can obtain 25% of the total expected annualized benefits from the Business Transformation Project;

· estimated expenses and capital expenditures related to our Business Transformation Project;

· the sufficiency of our mechanisms for managing working capital,  product cost inflation and competitive pressures;

· Sysco’s anticipation that it will not need to relocate certain cash held by international subsidiaries;

· expected share repurchase activity during the remainder of fiscal 2013;

· the impact on cash flows and free cash flow of the completion of IRS settlement payments;

· our intentions regarding the funding of the repayment of notes at maturity; 

· Sysco’s ability to meet future cash requirements, including the ability to access debt markets effectively, and remain profitable;

· Sysco’s ability to effectively access the commercial paper market and long-term capital markets;

· Sysco’s belief that its cash flows from operations and free cash flow will improve in fiscal 2013 and beyond;

· expected costs for a third party service provider to provide information technology managed services;

· the impact of ongoing legal proceedings; and

· our plan to continue to explore appropriate opportunities to profitably grow market share and create shareholder value by expanding beyond our core business.

These statements are based on management’s current expectations and estimates; actual results may differ materially due in part due to the risk factors set forth below and those discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended June30, 2012:

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

· risks related to volatility in the global economic environment and local market conditions and low consumer confidence, which can adversely affect our sales, margins and net income;

· the risk that competition in our industry may adversely impact our margins and our ability to retain customers;

· 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;

· our ability to meet our long-term strategic objectives to grow the profitability of our business depends largely on the success of the Business Transformation Project, which has experienced delays and cost overages, and includes the risk that the project may not be successfully implemented, may not prove cost effective, may require further adjustments to our timeline and our expense and capital expenditure guidance,and may have a material adverse effect on our liquidity and results of operations without providing the anticipated benefits;

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· the risk that the actual cost of the ERP system may be greater or less than currently expected and delays in the execution of deployment may adversely affect our business and results of operations;

· the risk that we may not realize anticipated benefits from our cost reduction efforts and our product cost reduction initiative;

· the risk of interruption of supplies due to lack of long-term contracts, severe weather or more prolonged climate change, work stoppages or otherwise;

· the potential impact of adverse publicity or lack of confidence in our products;

· difficulties in successfully entering and operating in international markets and complimentary lines of business;

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

· the potential impact of product liability claims;

· the successful completion of acquisitions and integration of acquired companies, as well as the risk that acquisitions could require additional debt or equity financing and negatively impact our stock price or operating results;

· we need access to borrowed funds in order to grow and any default by us under our indebtedness could have a material adverse impact;

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

· our dependence on technology and the reliability of our technology network;

· we may be required to pay material amounts under our multiemployer defined benefit pension plans;

· our funding requirements for our company-sponsored qualified pension plan may increase and our earnings may decrease should financial markets experience future declines;

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

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

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 Annual Report on Form 10-K for the fiscal year ended June 30, 2012.

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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 Annual Report on Form 10-K for the fiscal year ended June 30, 2012.  There have been no significant changes to our market risks since June 30, 2012 except as noted below.

Interest Rate Risk

AtDecember 29, 2012,  we had $45.0 million of commercial paper issuances outstanding.  Total debt as of December 29, 2012 was $3.1 billion, of which approximately 83% was at fixed rates of interest, including the impact of our interest rate swap agreements.

In fiscal 2010, we entered into two interest rate swap agreements that effectively converted $250 million of fixed rate debt maturing in fiscal 2013 (the fiscal 2013 swap) and $200 million of fixed rate debt maturing in fiscal 2014 (the fiscal 2014 swap) to floating rate debt.  These transactions were entered into with the goal of reducing overall borrowing cost.  The major risks from interest rate derivatives include changes in interest rates affecting the fair value of such instruments, potential increases in interest expense due to market increases in floating interest rates and the creditworthiness of the counterparties in such transactions. These transactions were designated as fair value hedges since the swaps hedge against the changes in fair value of fixed rate debt resulting from changes in interest rates.

As of December29, 2012, the fiscal 2013 swap was recognized as an asset within the consolidated balance sheet at fair value within prepaid expenses and other current assets of $0.5 million.  The fixed interest rate on the hedged debt is 4.2% and the floating interest rate on the swap is three-month LIBOR which resets quarterly.As of December 29, 2012, the fiscal 2014 swap was recognized as an asset within the consolidated balance sheet at fair value within other assets of $5.0 million.  The fixed interest rate on the hedged debt is 4.6% and the floating interest rate on the swap is three-month LIBOR which resets quarterly.

Fuel Price Risk

Due to the nature of our distribution business, we are exposed to potential volatility in fuel prices.  The price and availability of diesel fuel fluctuates due to changes in production, seasonality and other market factors generally outside of our control.  During both the first 26 weeks of fiscal 2013 and fiscal 2012, fuel costs related to outbound deliveries represented approximately 0.7%  and 0.6% of sales, respectively.

We routinely enter into forward purchase commitments for a portion of our projected monthly diesel fuel requirements. As of December 29, 2012, we had forward diesel fuel commitments totaling approximately $110.0 million through November 2013.  These contracts will lock in the price of approximately 35% to 45% of our fuel purchase needs for the contracted periods at prices lower than the current market price for diesel for the remainder of the fiscal year.

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 December 29, 2012. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under 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 SEC’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 December 29, 2012, 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.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended December 29, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

38

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

Sysco is reporting the following matter  in compliance with SEC requirements to disclose environmental proceedings that are known to be contemplated  by governmental authorities and that involve potential monetary sanctions of $100,000 or greater.   

In April 2012, Sysco received notice from the United States Environmental Protection Agency (“EPA”) that it plans to file an administrative complaint for civil penalties against the company’s Detroit subsidiary.  The EPA alleges that Sysco Detroit violated Section 112(r) of the Clean Air Act, and its implementing regulations, by failing to meet all of the requirements of the risk management program at its Canton, Michigan facility.  Subject to final EPA approval, Sysco agreed in the first quarter of fiscal 2013 to settle this matter for a penalty of approximately $125,000 and to remedy the alleged violations.  Sysco does not believe that the resolution of this matter will have a material adverse impact on its  results of operations or liquidity. 

Item 1A.  Risk Factors

The information set forth in this report should be read in conjunction with the risk factors discussed in Item 1A of our Annual Report on Form 10-K for the year ended June30, 2012, which could materially impact our business, financial condition or future results. 

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

We made the following share repurchases during the second quarter of fiscal 2013:

ISSUER PURCHASES OF EQUITY SECURITIES
Period	(a) Total Number of Shares Purchased (1)	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
Month #1
September 30 – October 27	883	$	31.58	-	23,311,400
Month #2
October 28 - November 24	2,024,468		30.04	2,024,468	21,286,932
Month #3
November 25 - December 29	2,634,604		31.30	2,575,532	18,711,400
Total	4,659,955	$	30.75	4,600,000	18,711,400

⁽¹⁾ The total number of shares purchased includes 883, zero and 59,072 shares tendered by individuals in connection with stock option exercises in Month #1, Month #2 and Month #3, respectively.   

 On August 27, 2010, the Board of Directors approved the repurchase of 20,000,000 shares.  On November 16, 2011, the Board approved the repurchase of an additional 20,000,000 shares.  Pursuant to the repurchase programs, shares may be acquired in the open market or in privately negotiated transactions at the company’s discretion, subject to market conditions and other factors. 

The Board of Directors has authorized us to enter into agreements from time to time to extend our ongoing repurchase program to include repurchases during company announced “blackout periods” of such securities in compliance with Rule 10b5-1 promulgated under the Exchange Act.

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Mine Safety Disclosures 

Not applicable 

39

Item 5.  Other Information

None

Item 6.  Exhibits

The exhibits listed on the Exhibit Index immediately preceding such exhibits, which is incorporated herein by reference, are filed or furnished as a part of this Quarterly Report on Form 10-Q. 

40

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)

	By	/s/ WILLIAM J. DELANEY
		William J. DeLaney
		President and ChiefExecutive Officer
Date:  February 4, 2013

	By	/s/ ROBERT C. KREIDLER
		Robert C. Kreidler
		Executive Vice President and
		Chief Financial Officer
Date:  February4, 2013

	By	/s/ G. MITCHELL ELMER
		G. Mitchell Elmer
		Senior Vice President, Controller and
		Chief Accounting Officer
Date:  February4, 2013

41

EXHIBIT INDEX

Exhibits.

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 of Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(d) to Form 10-Q for the quarter ended January 1, 2000 (File No. 1-6544).
3.3	—	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).
3.4	—	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).
3.5	—	Amended and Restated Bylaws of Sysco Corporation dated November 16, 2011, incorporated by reference to Exhibit 3.5 to Form 10-Q for the quarter ended December 31, 2011 (File No. 1-6544).
10.1#	—	Maturity Date Extension Agreement dated November 29, 2012 to Credit Agreement dated December 29, 2011 between Sysco Corporation, Sysco International, ULC, JP Morgan Chase Bank, N.A., JPMorgan Chase Bank, N.A., Toronto Branch, and certain Lenders and Guarantors party thereto.
10.2#	—	Eleventh Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan.
10.3#	—	Seventh Amended and Restated Sysco Corporation Executive Deferred Compensation Plan.
10.4#	—	Sysco Corporation Management Savings Plan.
12.1#	—	Statement regarding Computation of Ratio of Earnings to Fixed Charges.
15.1#	—	Report from Ernst & Young LLP dated February 4, 2013, re: unaudited financial statements.
15.2#	—	Acknowledgement letter from Ernst & Young LLP.
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.
101.1#	—	The following financial information from Sysco Corporation’s Quarterly Report on Form 10-Q for the quarter ended December 29, 2012 filed with the SEC on  February 4, 2013, formatted in XBRL includes:  (i) Consolidated Balance Sheets as of December 29, 2012, June30, 2012 and December 31, 2011, (ii) Consolidated Results of Operations for the thirteen and twenty-six week periods ended December 29, 2012 and December 31, 2011, (iii) Consolidated Statements of Comprehensive Income for the thirteen and twenty-six week periods ended December 29, 2012 and December 31, 2011, (iv) Consolidated Cash Flows for the twenty-six week periods ended December 29, 2012 and December 31, 2011, and (v) the Notes to Consolidated Financial Statements.

____________

# Filed herewith

EX-10.1

Exhibit 10.1

[SYSCO Letterhead]

Date:November29, 2012

To:JPMorgan Chase Bank, N.A., as U.S. Administrative Agent, and the Lenders

From:SyscoCorporation, a Delaware corporation (the “Company”)

Re:Request for Extension of Maturity Date; Consent to Extensionof Maturity Date

Reference is made to the Credit Agreement dated December 29, 2011 among the Company and Sysco International, ULC, as borrowers, the lenders party thereto, the guarantors party thereto and JPMorgan Chase Bank, N.A. as U.S. Administrative Agent, and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent (as amended to date, the “Credit Agreement”).  All capitalized terms used herein and not otherwise defined shall have the meanings given in the Credit Agreement ).  This is an Extension Notice for purposes of Section 2.21 of the Credit Agreement.

Pursuant to Section 2.21 of the Credit Agreement, the Company hereby requests anextension of the Maturity Date to December 29, 2017 (the “Maturity Date Extension”).The undersigned is a Financial Officer of the Company and certifies the following as of the date hereof:

(i) no Default has occurred or is continuing; and

(ii) the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects (except to the extent that any such representations and warranties specifically relate by their terms to an earlier date, in which case, such representations and warranties were true and correct in all material respects on and as of such earlier date).

Consistent with Section 2.21, we request that you promptly furnish a copy of this Extension Notice to each Lender, and request that each Lender give their consent to the Maturity Date Extension by executing a counterpart of this Extension Notice where indicated below within 20 days of delivery to such Lender of this Extension Notice.  The Lenders executing this Extension Notice below (each, a “Consenting Lender”) hereby consent to the Maturity Date Extension and, upon the effectiveness of this Extension Notice and notwithstanding the additional certification required to be delivered on the Existing Maturity Date pursuant to Section 2.21 of the Credit Agreement (which additional certification is hereby waived by each Consenting Lender), the Maturity Date applicable to the Consenting Lenders shall be deemed to be December 29, 2017. 

Sections 10.09 and 10.10 of the Credit Agreement are hereby incorporated herein by reference and shall apply to this Extension Notice, mutatis mutandis.  This Extension Notice may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. 

This Extension Notice shall become effective when it shall have been executed by the U.S. Administrative Agentand when the U.S. Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of the Canadian Administrative Agent, the Issuing Banks, the Swingline Lender and not less than the Required Lenders.  Upon the effectiveness of this Extension Notice, this Extension Notice (and the Credit Agreement as amended hereby) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Extension Notice by telecopy or electronic photocopy (i.e., “PDF”) shall be effective as delivery of a manually executed counterpart of this Extension Notice.

[Signature Pages follow]

Executed as of the date written above.

Sysco Corporation

_/s/_____________________________
Kathy Oates Gish
Vice President & Treasurer

Signature Page to Extension Notice

Acknowledged and Agreed:

JPMORGAN CHASE BANK, N.A., as Swingline Lender, an Issuing Bank, a Lender and U.S. Administrative Agent

By:/s/_____________________________
Name: Sarah L. Freedman__________________
Title:   Executive Director_________________

Signature Page to Extension Notice

BANK OF AMERICA, N.A., as a Lender

By:/s/_____________________________
Name: Sabrina  Hassan____________________
Title:   Vice President____________________

Bank of America, N.A. is executing this Extension Notice to evidence its agreement to the terms herein; provided, it is agreeing to extend the Maturity Date to December 29, 2017 only with respect to $44,000,000 of its $110,000,000 U.S. Commitment.  The remaining $66,000,000 of its U.S. Commitment shall continue to mature on the Existing Maturity Date of December 29, 2016.

Signature Page to Extension Notice

BANK OF AMERICA, N.A. (CANADA BRANCH), as a Lender

By:/s/_____________________________
Name: Medina  Sales de Andrade____________
Title:   Vice President____________________

Bank of America, N.A. (Canada Branch) is executing this Extension Notice to evidence its agreement to the terms herein; provided, it is agreeing to extend the Maturity Date to December 29, 2017 only with respect to $6,000,000 of its $15,000,000 Canadian Commitment.  The remaining $9,000,000 of its Canadian Commitment shall continue to mature on the Existing Maturity Date of December 29, 2016.

Signature Page to Extension Notice

WELLS FARGO BANK, N.A. , as a Lender

By:/s/_____________________________
Name: Dana  D. Cagle_____________________
Title:   Director_________________________

Signature Page to Extension Notice

WELLS FARGO CAPITAL FINANCE CORPORATION (CANADA), as a Lender

By:/s/_____________________________
Name: RaymondEghobamien_______________
Title:   Vice President____________________

Signature Page to Extension Notice

TORONTO DOMINION (TEXAS) LLC, as a Lender

By:/s/_____________________________
Name: BebiYasin_________________________
Title:   Authorized Signatory_______________

Signature Page to Extension Notice

THE TORONTO-DOMINION BANK, as a Lender

By:/s/_____________________________
Name: BebiYasin_________________________
Title:   Authorized Signatory_______________

Signature Page to Extension Notice

GOLDMAN SACHS BANK USA, as a Lender

By:/s/_____________________________
Name: MarkWalton________________________
Title:   Authorized Signatory_______________

Signature Page to Extension Notice

THE NORTHERN TRUST COMPANY, as a Lender

By:/s/_____________________________
Name: BrandonC. Rolek____________________
Title:   Senior Vice President______________

Signature Page to Extension Notice

BRANCH BANKING AND TRUST COMPANY, as a Lender

By:/s/_____________________________
Name: MattMcCain________________________
Title:   Senior Vice President______________

Signature Page to Extension Notice

COMERICA BANK, as a Lender

By:/s/_____________________________
Name: JoeyPowell_________________________
Title:   Vice President____________________

Signature Page to Extension Notice

PNC BANK, NATIONAL ASSOCIATION, as a Lender

By:/s/_____________________________
Name: M. Colin Warman____________________
Title:   Vice President____________________

Signature Page to Extension Notice

ZIONS FIRST NATIONAL BANK, as a Lender

By:/s/_____________________________
Name: JenniferChristopulos________________
Title:   Senior Vice President______________

Signature Page to Extension Notice

U.S. BANK, NATIONAL ASSOCIATION, as a Lender

By:/s/_____________________________
Name: PatrickEngel________________________
Title:   Vice President____________________

Signature Page to Extension Notice

HSBC BANK USA, N.A. , as a Lender

By:/s/_____________________________
Name: SarahS. Knudsen___________________
Title:   Vice President____________________

Signature Page to Extension Notice

THE BANK OF NEW YORK MELLON, as a Lender

By:/s/_____________________________
Name: David B.Wirl________________________
Title:   Managing Director_________________

EX-10.2

Exhibit 10.2

ELEVENTH AMENDED AND RESTATED

SYSCO CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Effective June 29, 2013

Table of Contents

			Page
ARTICLE I		DEFINITIONS.................................................................................................................................................	2
ARTICLE II		ELIGIBILITY & continued participation...................................................................................................	9
	2.1	Eligibility.............................................................................................................................................................	9
	2.2	Benefits upon Re-Employment...............................................................................................................	9
ARTICLE III		VESTING...........................................................................................................................................................	10
ARTICLE IV		VESTED ACCRUED BENEFIT & RETIREMENT BENEFIT..........................................................	11
	4.1	Definitions.........................................................................................................................................................	11
	4.2	Retirement Benefit........................................................................................................................................	17
	4.3	Benefit Commencement Date.................................................................................................................	18
	4.4	Form of Payment..........................................................................................................................................	19
	4.5	Temporary Supplement...............................................................................................................................	19
	4.6	Administrative Delay...................................................................................................................................	19
	4.7	Delay of Payments under Section 409A of the Code.................................................................	19
ARTICLE V		FROZEN PARTICIPATION.......................................................................................................................	21
	5.1	In General..........................................................................................................................................................	21
	5.2	Active Participant Previously Frozen...................................................................................................	21
ARTICLE VI		DEATH BENEFIT...........................................................................................................................................	22
	6.1	Definitions.........................................................................................................................................................	22
	6.2	Death of Active Participant......................................................................................................................	22
	6.3	Death of Frozen Participant......................................................................................................................	23
	6.4	Death of Vested Separated Participant...............................................................................................	23
	6.5	Death of Retired Participant before or after Commencement of Benefits........................	24
	6.6	Administrative Delay...................................................................................................................................	24
	6.7	Beneficiary Designation for Ten (10) Year Certain Period.........................................................	25
ARTICLE VII		PROVISIONS RELATING TO ALL BENEFITS.................................................................................	26
	7.1	Effect of this Article....................................................................................................................................	26
	7.2	Termination of Employment.....................................................................................................................	26
	7.3	Forfeiture for Cause....................................................................................................................................	26
	7.4	Forfeiture for Competition.........................................................................................................................	27
	7.5	Restrictions on any Portion of Total Payments Determined to be Excess Parachute
		Payments..........................................................................................................................................................	28
	7.6	Claims Procedure..........................................................................................................................................	29
	7.7	Compensation Committee Decisions...................................................................................................	30
ARTICLE VIII		ADMINISTRATION........................................................................................................................................	31
	8.1	Administrative Committee Appointment.............................................................................................	31
	8.2	Administrative Committee Organization and Voting......................................................................	31

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Table of Contents

(continued)

	8.3	Powers of the Administrative Committee.........................................................................................	31
	8.4	Committee Discretion.................................................................................................................................	32
	8.5	Reimbursement of Expenses.................................................................................................................	32
	8.6	Indemnification..............................................................................................................................................	32
ARTICLE IX		ADOPTION BY SUBSIDIARIES............................................................................................................	33
	9.1	Procedure for and Status after Adoption...........................................................................................	33
	9.2	Termination of Participation by Adopting Subsidiary...................................................................	33
ARTICLE X		AMENDMENT AND/OR TERMINATION............................................................................................	34
	10.1	Amendment or Termination of the Plan..............................................................................................	34
	10.2	No Retroactive Effect on Awarded Benefits...................................................................................	34
	10.3	Effect of Termination.................................................................................................................................	34
ARTICLE XI		FUNDING........................................................................................................................................................	36
	11.1	Payments Under This Plan are the Obligation of the Company............................................	36
	11.2	Plan May Be Funded Through the Trust.............................................................................................	36
	11.3	Reversion of Excess Assets..................................................................................................................	36
	11.4	Participants Must Rely Only on General Credit of the Company.........................................	37
	11.5	Funding of Benefits for Participants Subject to Canadian Income Tax Laws is Prohibited	37
ARTICLE XII		MISCELLANEOUS.......................................................................................................................................	38
	12.1	Responsibility for Distributions and Withholding of Taxes.......................................................	38
	12.2	Limitation of Rights.....................................................................................................................................	38
	12.3	Benefits Dependent upon Compliance with Certain Covenants.............................................	38
	12.4	Distributions to Incompetents or Minors............................................................................................	38
	12.5	Nonalienation of Benefits.........................................................................................................................	38
	12.6	Reliance upon Information.......................................................................................................................	39
	12.7	Amendment Applicable to Active Participants Only Unless it Provides Otherwise.......	39
	12.8	Severability.....................................................................................................................................................	39
	12.9	Notice.................................................................................................................................................................	39
	12.10	Gender and Number....................................................................................................................................	39
	12.11	Governing Law...............................................................................................................................................	39
	12.12	Effective Date...............................................................................................................................................	39
	12.13	Compliance with Section 409A...............................................................................................................	40

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ELEVENTH AMENDED AND RESTATED

SYSCO CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, Sysco Corporation (“Sysco”) established the Sysco Corporation Supplemental Executive Retirement Plan (the “SERP”), originally effective July 3, 1988, to provide a select group of highly compensated management personnel within the meaning of Sections 201, 301 and 401 of ERISA (and therefore exempt from the requirements of Parts 2, 3 and 4 of Title I of ERISA as a “top hat” plan and eligible for the alternative method of compliance for reporting and disclosure which is available for such plans),  a supplement to their retirement pay so as to retain their loyalty and to offer them a further incentive to maintain and increase their standard of performance;

WHEREAS, Sysco’s Board of Directors (the “Board of Directors”) amended and restated the SERP pursuant to that certain Tenth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan (the “Current Plan”), effective as of August 27, 2010 (as amended pursuant to that certain First Amendment dated May 27, 2011, that certain Second Amendment dated February 22, 2012 and that certain Third Amendment dated November 13, 2012), which among other things adopted the Third Amended and Restated MIP Retirement Program effective as of December 31, 2012 (the “Program”) which is attached as Appendix I to the Current Plan;

WHEREAS, pursuant to Section 10.1 of the Current Plan, the Board of Directors, the Compensation Committee of the Board of Directors (the “Compensation Committee”) or their designees may amend the Current Plan (including the Program) by an instrument in writing;

WHEREAS, pursuant to Section 3.3 of the Current Plan, the Compensation Committee may increase a participant’s vested percentage under the Current Plan to an amount not to exceed 100%;

WHEREAS,  the Compensation Committee has determined that it is in the best interests of Sysco and its stockholders to amend and restate the Current Plan to,  among other things, (i) cease the accrual of benefits under the Current Plan effective June 29, 2013; (ii) provide that the accrued benefits of Active and Frozen Participants in the Current Plan on June 29, 2013 will be 100% vested effective June 29, 2013, subject to reduction pursuant to an early retirement factor for Participants who are not eligible for immediate commencement of benefit payment at Retirement or Vested Separation; and (iii) make such other changes to the Current Plan to implement the changes in (i) and (ii) above, and to ease administration of the Current Plan.

NOW, THEREFORE, Sysco hereby adopts this Eleventh Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan (including the Third Amended and Restated Sysco Corporation MIP Retirement Program, attached as Appendix I hereto) (the “Plan”), effective as of June 29, 2013, as follows:

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Article I

DEFINITIONS

1.1 401(k) Plan.  “401(k) Plan” means the Sysco Corporation Employees’ 401(k) Plan, a defined contribution plan qualified under Section 401(a) of the Code, any U.S. tax-qualified defined contribution plan successor thereto and any other such plan sponsored by Sysco or a Subsidiary.

1.2 Active Participant.  “Active Participant” means a Participant in the employ of the Company who, as of June 29, 2013, is not a Frozen Participant.If after June 29, 2013, an Active Participant either (i) ceases to be a participant in the Management Incentive Plan,  or (ii) transfers to a Non-Participating Subsidiary, his status shall remain that of an Active Participant until Separation from Service.

1.3 Actuarial Equivalence or Actuarially Equivalent.  “Actuarial Equivalence” shall be determined on the basis of the mortality and interest rate assumptions used in computing annuity benefits under the Pension Plan.  If there is no Pension Plan in effect at the time any such determination is made, the actuarial assumptions to be used shall be selected by an actuarial firm chosen by the Administrative Committee.  Such actuarial firm shall select such actuarial assumptions as would be appropriate for the Pension Plan if the Pension Plan remained in existence with its last participant census.  “Actuarially Equivalent” means equality in value of the aggregate amounts expected to be received under different forms of payment based on the mortality and interest rate assumptions specified for purposes of Actuarial Equivalence. 

1.4 Administrative Committee.  “Administrative Committee” means the committee administering this Plan (including the Program).

1.5 Affiliate.  “Affiliate” means any entity with respect to which Sysco beneficially owns, directly or indirectly, at least 50% of the total voting power of the interests of such entity and at least 50% of the total value of the interests of such entity.

1.6 Annuity.  “Annuity” means a monthly annuity for the life of the Participant with a ten (10) year certain period.  Except as provided in Section 4.4, a Participant’s Vested Accrued Benefit and Retirement Benefit are expressed in the form of an Annuity. 

1.7 Beneficiary.  “Beneficiary” means a person or entity designated by the Participant under the terms of this Plan to receive any amounts distributed under the Plan upon the death of the Participant.

1.8 Benefit Commencement Date.  “Benefit Commencement Date” means the first date the Participant’s benefits are payable under Section 4.3, without regard to any delay under either Section 4.6 or 4.7.  

1.9 Benefit Service.  “Benefit Service” shall have the meaning set forth in Section 4.1(d).

1.10 Board of Directors.  “Board of Directors” means the Board of Directors of Sysco.

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1.11 Canada/Quebec Pension Plan Offset.  “Canada/Quebec Pension Plan Offset” shall have the meaning set forth in Section 4.1(j).

1.12 Change of Control.   “Change of Control” means the occurrence of one or more of the following events:

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

(b)Individuals who, as of July 1, 2012, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to July 1, 2012 whose election, or nomination for election by Sysco’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 of Directors;

(c)   Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Sysco or any of its Affiliates, a sale or other disposition of all or substantially all of the assets of Sysco, or the acquisition of assets or stock of another entity by Sysco or any of its Affiliates (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Sysco Common Stock and the Outstanding Sysco 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 Sysco or all or substantially all of Sysco’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Sysco Common Stock and the Outstanding Sysco Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Sysco or such corporation resulting from such Business Combination) beneficially

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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 (iii) 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 of Directors providing for such Business Combination; or

(d) Approval by the stockholders of Sysco of a complete liquidation or dissolution of Sysco.

1.13 Change of Control Period.  “Change of Control Period” shall have the meaning set forth in Section 7.3(d).

1.14 Code.  “Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.15 Company.  “Company” means Sysco and any Subsidiary other than a Non-Participating Subsidiary.

1.16 Compensation Committee.  “Compensation Committee” means the Compensation Committee of the Board of Directors of Sysco.

1.17 Current Plan.  “Current Plan” shall have the meaning set forth in the Recitals.

1.18 Death Benefit Eligible Earnings. “Death Benefit Eligible Earnings” shall have the meaning set forth in Section 6.1(d).

1.19 Defined Benefit Offset.  “Defined Benefit Offset” shall have the meaning set forth in Section 4.1(g).

1.20 Defined Contribution Offset.  “Defined Contribution Offset” shall have the meaning set forth in Section 4.1(h).

1.21 Early Payment Criteria.  “Early Payment Criteria” shall have the meaning set forth in Section 4.1(l). 

1.22 EDCP.  “EDCP” means the Sysco Corporation Executive Deferred Compensation Plan, as it may be amended from time to time, and any successor plan thereto.

1.23 Eligible Earnings.  “Eligible Earnings” shall have the meaning set forth in Section 4.1(a).

1.24 ERISA.  “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

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1.25 Executive Officer.  “Executive Officer” means each of Sysco’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice Presidents, Senior Vice Presidents or any other officers designated as “officers” for purposes of Section 16 of the Securities Act.

1.26 Executive Retirement Plans.  “Executive Retirement Plans” means, collectively, this Plan, the Program, the Sysco Corporation Management Savings Plan, the Sysco Corporation Canadian Executive Capital Accumulation Plan, the EDCP and such other non-qualified deferred compensation arrangements sponsored by Sysco or a Subsidiary as determined by the Compensation Committee.

1.27 For Cause Event. “For Cause Event” shall have the meaning set forth in Section 7.3.

1.28 Frozen Participant.  “Frozen Participant” means a Participant in the employ of Sysco or a Subsidiary on June 29, 2013, whose participation in the Plan is frozen prior to June 30, 2013, because on or before June 29, 2013, he either (i) ceased to be a participant in the Management Incentive Plan; or (ii) he transferred to a Non-Participating Subsidiary. A Frozen Participant on June 29, 2013 shall not be treated as an Active Participant if he subsequently becomes a participant in the Management Incentive Plan or transfers to the Company after June 29, 2013.

1.29 High-Five Average Compensation as of June 28, 2008.  “High-Five Average Compensation as of June 28, 2008” shall have the meaning set forth in Section 4.1(c).

1.30 Joint and Survivor Annuity.  “Joint and Survivor Annuity” means a joint and two-thirds survivor monthly annuity with a ten (10) year certain period that is the Actuarial Equivalent of an Annuity.  This annuity is payable during the joint lives of the Participant and his spouse, and a monthly annuity shall continue for the life of the survivor in an amount equal to two-thirds of the monthly amount provided during their joint lives.  Notwithstanding the above, during the ten (10) year certain period,  there shall be no reduction in the amount of such payment regardless of the death of either or both the Participant and his spouse.

1.31 Minimum Vested Accrued Benefit.  “Minimum Vested Accrued Benefit” shall have the meaning set forth in Section 10.2.

1.32 Management Incentive Plan or MIP.  “Management Incentive Plan” or “MIP” means the Sysco Corporation 1995 Management Incentive Plan, the Sysco Corporation 2000 Management Incentive Plan, the Sysco Corporation 2005 Management Incentive Plan and the Sysco Corporation 2009 Management Incentive Plan, as each may be amended, and any successor plans.

1.33 MIP Participation. “MIP Participation” refers to an individual’s periods of participation in the MIP.  Non-continuous periods of MIP Participation (e.g., as a result of a termination and subsequent reemployment) shall be added together.  A Participant’s years of MIP Participation shall mean the number of full years of such eligible periods of participation determined on an elapsed time basis.   

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1.34 Non-Participating Subsidiary.  “Non-Participating Subsidiary” means a Subsidiary that has not adopted this Plan pursuant to Article IX.

1.35 Offset Amount.  “Offset Amount” shall have the meaning set forth in Section 4.1(f).

1.36 Participant.  “Participant” means an employee of a Company who is eligible for and is participating in this Plan, and any other current or former employee of Sysco and its Subsidiaries who is entitled to a benefit under this Plan.  Unless otherwise specified herein, references to a Participant or Participants shall include both Active Participants and Frozen Participants.

1.37 Pension Plan.  “Pension Plan” means the Sysco Corporation Retirement Plan, a defined benefit plan qualified under Section 401(a) of the Code, as amended from time to time and any U.S. tax-qualified defined benefit pension plan successor thereto.

1.38 Plan.  “Plan” means this Eleventh Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, as it may be amended from time to time.Unless otherwise specified herein, references to “the Plan” or “this Plan” herein shall refer to the Supplemental Executive Retirement Plan only and not the Program.

1.39 Plan Year.  “Plan Year” means the period that coincides with the fiscal year of Sysco.  Sysco has a 52/53 week fiscal year beginning on the Sunday next following the Saturday closest to June 30th of each calendar year.

1.40 Program. “Program” means the Third Amended and Restated Sysco Corporation MIP Retirement Program the non-qualified deferred compensation plan that is set forth in Appendix I to this Plan, and which covers individuals who (i) do not satisfy the eligibility requirements for participation in this Plan, as set forth in Section 2.1; and (ii) satisfy the eligibility requirements set forth in Section 2.1 of the Program.

1.41 Protected Benefit and Protected Participant.  A “Protected Benefit,” as determined under Sections 4.2(a)(i)(B), 4.2(a)(ii)(B), 4.2(b)(i)(B), and 4.2(b)(ii)(B), is a benefit which is only applicable to a Protected Participant.  A “Protected Participant” is an individual who, as of July 3, 2005, was an Active Participant who was (a) at least age sixty (60) or (b) at least age fifty-five (55) and had at least ten (10) years of MIP Participation.

1.42 Retired Participant.  “Retired Participant” shall have the meaning set forth in Section 6.1(b).

1.43 Retirement.  “Retirement” means the Participant’s Separation from Service from Sysco or its Subsidiaries on or after June 29, 2013 for reason other than death, provided that at the time of such Separation from Service, the Participant is at least age fifty-five (55) and has a Vested Accrued Benefit.

1.44 Retirement Benefit.  “Retirement Benefit” means the benefit paid to a Participant at the time and in the amount set forth in Article IV as a result of a Participant’s Retirement or Vested Separation.

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1.45 Section 409A.  “Section 409A” means Section 409A of the Code.  References herein to “Section 409A” shall also include any regulatory or other interpretive guidance promulgated by the Treasury Department, including the U.S. Treasury Regulations, or the U.S. Internal Revenue Service under Section 409A of the Code.

1.46 Securities Act.  “Securities Act” means the Securities Exchange Act of 1934, as amended from time to time.

1.47 Separation from Service.  “Separation from Service” means a “separation from service” within the meaning of Section 409A. A Participant shall have experienced a “separation from service” for purposes of Section 409A as a result of a termination of employment if the level of bona fide services performed by the Participant for Sysco or a Subsidiary decreases to a level equal to twenty-five percent (25%) or less of the average level of service performed by the Participant for the immediately preceding thirty-six (36) month period, taking into account any periods of performance excluded under Section 409A.

1.48 Service Factor.  “Service Factor” shall have the meaning set forth in Section 4.1(e).

1.49 Social Security Offset.  “Social Security Offset” shall have the meaning set forth in Section 4.1(i).

1.50 Specified Employee.  “Specified Employee” means a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code.  By way of clarification, a “specified employee” means a “key employee” (as defined in Section 416(i) of the Code, disregarding Section 416(i)(5) of the Code) of the Company.  A Participant shall be treated as a key employee if he meets the requirements of Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the Treasury Regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the twelve (12) month period ending on an Identification Date (as defined below).  If a Participant is a key employee as of an Identification Date, he shall be treated as a Specified Employee for the twelve (12) month period beginning on the first day of the fourth month following such Identification Date.  For purposes of any Specified Employee determination hereunder, the “Identification Date” shall mean December 31.  The Compensation Committee may in its discretion amend the Plan (including the Program) to change the Identification Date, provided that any change to the Plan’s (including the Program’s) Identification Date shall not take effect for at least twelve (12) months after the date of the Plan (including the Program) amendment authorizing such change.

1.51 Subsidiary.  “Subsidiary” means (a) any corporation which is a member of a “controlled group of corporations” which includes Sysco, as defined in Section 414(b) of the Code, (b) any trade or business under “common control” with Sysco, as defined in Section 414(c) of the Code, (c) any organization which is a member of an “affiliated service group” which includes Sysco, as defined in Section 414(m) of the Code, (d) any other entity required to be aggregated with Sysco pursuant to Section 414(o) of the Code, and (e) any other organization or employment location designated as a “Subsidiary” by resolution of the Board of Directors.

1.52 Sysco.  “Sysco” means Sysco Corporation, the sponsor of this Plan (including the Program).

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1.53 Ten-Year Final Average Compensation.  “Ten-Year Final Average Compensation” shall have the meaning set forth in Section 4.1(b).

1.54 Total Payments.  “Total Payments” means all payments or benefits received or to be received by a Participant in connection with a “change of control” (within the meaning of Section 280G of the Code) of Sysco under the terms of the Executive Retirement Plans or any other non-qualified deferred compensation arrangement sponsored by Sysco or a Subsidiary (or any company for which the Participant worked that was acquired by Sysco or a Subsidiary), and in connection with a change of control of Sysco under the terms of any stock incentive plan, mid-term or long-term cash incentive plan, or any other plan, arrangement or agreement with the Company, its successors, any person whose actions result in a change of control or any person affiliated with the Company or who as a result of the completion of transactions causing a change of control become affiliated with the Company within the meaning of Section 1504 of the Code, taken collectively.

1.55 Trust.“Trust” shall mean the trust established pursuant to the Trust Agreement.

1.56 Trust Agreement. “Trust Agreement” shall mean the Third Amended and Restated Grantor Trust under the Sysco Corporation Supplemental Executive Retirement Plan, as may be further amended and/or restated from time to time.

1.57 Trustee. “Trustee” shall mean the trustee as defined in the Trust Agreement.

1.58 Vested Accrued Benefit.  “Vested Accrued Benefit” shall mean the benefit calculated pursuant to Sections 4.2(a) and 4.2(b), as applicable.

1.59 Vested Percentage.  “Vested Percentage” shall have the meaning set forth in Article III.

1.60 Vested Separated Participant.  “Vested Separated Participant” shall have the meaning set forth in Section 6.1(a).

1.61 Vested Separation.  “Vested Separation” means the Participant’s Separation from Service from Sysco or its Subsidiaries on or after June 29, 2013, other than upon Retirement or death on or after June 29, 2013, if, at the time of the Separation from Service, the Participant has a Vested Accrued Benefit.

1.62 Vesting Service.  “Vesting Service” means service with Sysco and its Subsidiaries for which the Participant or Frozen Participant is awarded “credited service” under the Pension Plan for vesting purposes or would have been awarded credited service under the Pension Plan for vesting purposes if the Participant were covered under the Pension Plan; provided however, any service before the later of the first date of hire by the Company or the date of acquisition by Sysco or a Subsidiary for which the Participant then worked shall not be included in calculating the Participant’s Vesting Service.

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Article II
ELIGIBILITY & continued participation

2.1Eligibility.  Only those Company employees who are Participants (including Frozen Participants) in the Plan as of June 29, 2013, shall be eligible to participate in the Plan.  For purposes of clarification, this Section 2.1 is not applicable to the Program, which has unique eligibility requirements as set forth in Section 2.1 of the Program.

2.2Benefits upon Re-Employment. If a Retired or Vested Separated Participant is subsequently re-employed by Sysco or an Affiliate, the re-employed Participant’s status shall remain that of a Retired or Vested Separated Participant for all purposes under this Plan and distributions to such Participant shall commence as provided under Section 4.3 without regard to his re-employment or, in the case of a Retired or Vested Separated Participant who is receiving distributions from this Plan as of his re-employment date, such payments shall continue unchanged during his period of re-employment. 

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Article III
VESTING

Subject to Section 7.5, all Active Participants and Frozen Participants on June 29, 2013 shall have a Vested Percentage of 100%.If a Participant’s Vested Percentage is reduced by reason of Section 7.5 (as a result of a Change of Control), no additional vesting credit shall be awarded to such Participant under this Plan.

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VESTED ACCRUED BENEFIT & RETIREMENT BENEFIT

4.1Definitions.  The following definitions are used in this Article IV:

(a)Eligible Earnings. “Eligible Earnings” means, for a given Plan Year ending before June 30, 2013, the sum of the Participant’s (i) salary, including salary deferred under the EDCP, and (ii) to the extent described in the table below: (A) all or a portion of the bonus payable to the Participant under the MIP, any amounts payable to the Participant as a substitute for or in lieu of such MIP bonus for a Plan Year (but excluding any amounts paid as a substitute for or in lieu of such MIP bonus pursuant to a severance agreement or other arrangement providing for post-termination benefits, unless otherwise determined by the Administrative Committee) (“MIP Bonus”) and (B) the bonus earned under the Sysco Corporation 2006 Supplemental Performance Based Bonus Plan (“Supplemental Performance Bonus”), even if the amounts described above were earned before the individual became a Participant. 

Plan Year (PY)	Treatment of Bonuses for Purposes of Eligible Earnings
	MIP Bonus (including any MIP Bonus deferred under the EDCP)		Supplemental Performance Bonus
	Benefits other than Protected Benefits	Protected Benefits
2009 PY through 2013 PY	Included, except for MIP Additional Bonuses, but capped at 150% of base salary rate as of the last day of the Plan Year	Included, except for MIP Additional Bonuses, but capped at 150% of base salary rate as of the last day of the Plan Year	Excluded
2008 PY	Included, except for MIP Additional Shares and MIP Additional Bonuses	Included, except for MIP Additional Bonuses	Excluded
2007 PY	Included, except for MIP Additional Shares	Included in full	Included, except for calculation of Protected Benefit
2006 PY	Included, except for MIP Additional Shares and MIP Additional Cash Bonuses	Included in full	Excluded
2005 PY and prior PYs	Included in full	Included in full	Excluded
NOTE:The terms “MIP Additional Bonus”, “MIP Additional Shares” and “MIP Additional Cash Bonus” shall have the meanings given to them in the MIP. No bonus other than those specified in the above table is included in Eligible Earnings.

Eligible Earnings shall not include a Participant’s compensation from a company before the date such company was acquired by Sysco or a Subsidiary.  Eligible Earnings for Plan Years commencing after June 29, 2013, shall not be used in calculating, or taken into account in determining, Participants’ accrued benefits under the Plan.

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Solely for purposes of determining the salary component of Eligible Earnings used in the determination of
Ten-Year Final Average Compensation defined in (b) below, “salary” shall mean the annual rate of the Participant’s base salary as of his last day of employment during the applicable Plan Year.

(b)Ten-Year Final Average Compensation.Except as provided in Section 5.1(c), “Ten-Year Final Average Compensation” means the monthly average of the Participant’s Eligible Earnings for the ten (10) Plan Years (excluding those Plan Years in which the Participant does not have any Eligible Earnings) ending on June 29, 2013.  If the Participant does not have ten (10) Plan Years of Eligible Earnings, the Participant’s Ten-Year Final Average Compensation shall be based on the monthly average of Eligible Earnings for the available Plan Years ending on June 29, 2013.  The Plan Year in which the Participant was originally hired shall be disregarded if he was hired after the first business day of such Plan Year.

(c)High-Five Average Compensation as of June 28, 2008.Except as provided in Section 5.1(d), “High-Five Average Compensation as of June 28, 2008” means the monthly average of the Participant’s Eligible Earnings for the five (5) full Plan Years (which need not be successive) that yield the highest monthly average of Eligible Earnings out of the ten (10) full Plan Years ending June 28, 2008.  If the Participant does not have five (5) full Plan Years of Eligible Earnings, the Participant’s High-Five Average Compensation as of June 28, 2008 shall be based on the monthly average of Eligible Earnings for the available full Plan Years ending June 28, 2008.

(d)Benefit Service.Except as provided in Section 5.1(b), “Benefit Service” means service with Sysco and its Subsidiaries through (i) June 28, 2008, for purposes of Sections 4.2(a)(i) and 4.2(b)(i), and (ii)June 29, 2013, for purposes of Sections 4.2(a)(ii) and 4.2(b)(ii), for which the Participant is awarded “credited service” under the Pension Plan for vesting purposes or would have been awarded “credited service” under the Pension Plan for vesting purposes if the Participant was covered under the Pension Plan; provided, however, the Compensation Committee may, in its sole discretion, award a Participant additional Benefit Service.

(e)Service Factor. “Service Factor” means a fraction equal to the Participant’s full years of Benefit Service as determined under Section 4.1(d) (not to exceed twenty (20) years) divided by twenty (20).

(f)    Offset Amount.  “Offset Amount” means the sum of a Participant’s Defined Benefit Offset, Defined Contribution Offset, Social Security Offset and the Canada/Quebec Pension Plan Offset.

(g)    Defined Benefit Offset.  “Defined Benefit Offset” refers to the offset of the Participant’s vested accrued benefit under the Pension Plan, and each other U.S. tax-qualified defined benefit plan, or Canadian registered pension plan sponsored by Sysco or a Subsidiary (or any company for which the Participant worked that was acquired by Sysco or a Subsidiary), each determined as of (i) June 28, 2008, for purposes of Sections 4.2(a)(i) and 4.2(b)(i) or, in the case of a Frozen Participant, as provided under Section 5.1(f), and (ii) December 31, 2012, for purposes of Sections 4.2(a)(ii) and 4.2(b)(ii) or, in the case of a Frozen Participant, as provided under Section 5.1(f), and further determined as follows:

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(i)    Such a vested accrued benefit shall only reflect the benefit derived from employer contributions.

(ii)    Each such vested accrued benefit will be adjusted in accordance with provisions of the applicable plan to reflect an assumed benefit commencement date of the later of (A) the Benefit Commencement Date or (B) the date a retirement benefit is first payable to the Participant under the applicable plan without regard to the actual election made by the Participant under such plan.  The resulting amount shall be converted to an Actuarially Equivalent Annuity as of the assumed benefit commencement date.

(iii)    Such benefits shall include prior distributions (subject to the limitation in item (i) and including but not limited to an in-service withdrawal or a qualified domestic relations order distribution), increased with interest.  If the prior distribution was a lump-sum payment, interest will be credited from the date of the lump-sum payment.  If the prior distribution consists or consisted of periodic payments, the Actuarially Equivalent single-sum value of the stream of payments will be determined as of the date of the first periodic payment and increased with interest from such date.  Interest on the lump-sum payment or single-sum value of periodic payments will be credited to the assumed benefit commencement date described in (ii) above using the interest rate used for determining Actuarial Equivalence.  The resulting amount will be converted to an Actuarial Equivalent Annuity as described in (ii) above.

(h)    Defined Contribution Offset.  “Defined Contribution Offset” refers to the offset of an Annuity that could be provided by the Participant’s vested account balance under the 401(k) Plan, and each other U.S. tax-qualified defined contribution plan or each Canadian tax-registered capital accumulation plan, sponsored by Sysco or a Subsidiary (or any company for which the Participant worked that was acquired by Sysco or a Subsidiary),  determined as follows:

(i)    Such account balance shall only reflect the vested balance derived from employer contributions, excluding the balance attributable to 401(k) Plan salary deferrals.

(ii)    Such account balance shall be determined as (1) May 31, 2008, for purposes of Sections 4.2(a)(i) and 4.2(b)(i) or, in the case of a Frozen Participant, as provided under Section 5.1(f), and (ii)December 31, 2012, for purposes of Sections 4.2(a)(ii) and 4.2(b)(ii) or, in the case of a Frozen Participant, as provided under Section 5.1(f).  This balance will be increased with interest to the Benefit Commencement Date, using the interest rate used for determining Actuarial Equivalence and shall be converted to an Actuarially Equivalent Annuity as of the Benefit Commencement Date.

(iii)    Such balances shall include prior distributions (subject to the limitation in item (i) and including but not limited to an in-service withdrawal or a qualified domestic relations order distribution), increased with interest.  Interest will be credited from the date of the lump-sum payment to the Benefit Commencement Date, using the interest rate used for determining Actuarial Equivalence.  The resulting balance shall be converted to an Actuarially Equivalent Annuity as of the Benefit Commencement Date.

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(i)    Social Security Offset.  “Social Security Offset” means the Participant’s monthly old-age benefit under the Federal Social Security Act or any similar federal act in effect (i) June 28, 2008, for purposes of Sections 4.2(a)(i) and 4.2(b)(i) or, in the case of a Frozen Participant whose participation was frozen before June 28, 2008, as of the Frozen Participant’s Retirement or Vested Separation as provided under Section 5.1(f), and (ii) June 29, 2013, for purposes of Sections 4.2(a)(ii) and 4.2(b)(ii) or, in the case of a Frozen Participant, as of the Frozen Participant’s Retirement or Vested Separation as provided under Section 5.1(f), and payable as of the later of age sixty-two (62) or the Benefit Commencement Date (the “Social Security Benefit”), and without regard to whether such Social Security Benefit is actually delayed, superseded, or forfeited because of failure to apply or for any other reason.  The amount of the Social Security Benefit shall be determined based upon the pay and employment data that may be furnished by the Company and/or the Participant concerned and it shall be assumed that the Participant has no compensation after (1) June 28, 2008, for purposes of Sections 4.2(a)(i) and 4.2(b)(i) or, in the case of a Frozen Participantwhose participation was frozen before June 28, 2008, the Frozen Participant’s Retirement or Vested Separation, subject to Section 5.1(f), and (2) June 29, 2013, for purposes of Sections 4.2(a)(ii) and 4.2(b)(ii) or, in the case of a Frozen Participant, the Frozen Participant’s Retirement or Vested Separation.  Any pay for periods prior to the earliest data furnished shall be estimated by applying a salary scale discount, and the discount applied for this purpose shall be the actual change in average wages from year to year as determined by the Social Security Administration.

(j)Canada/Quebec Pension Plan Offset.  “Canada/Quebec Pension Plan Offset” meansthe Participant’s monthly retirement benefit payable under the Canada Pension Plan or Quebec Pension Plan, as applicable, as in effect (i) June 28, 2008, for purposes of Sections 4.2(a)(i) and 4.2(b)(i) or, in the case of a Frozen Participant whose participation was frozen before June 28, 2008, as of the Frozen Participant’s Retirement or Vested Separation as provided under Section 5.1(f), and (ii) June 29, 2013, for purposes of Sections 4.2(a)(ii) and 4.2(b)(ii) or, in the case of a Frozen Participant, as of the Frozen Participant’s Retirement or Vested Separation as provided under Section 5.1(f), and payable as of the later of age sixty (60) or the Benefit Commencement Date (the “Canada/Quebec Pension Benefit”), and without regard to whether such Canada/Quebec Pension Benefit is actually delayed, superseded, or forfeited because of failure to apply or for any other reason.  The amount of the Canada/Quebec Pension Benefit shall be determined based upon the pay and employment data that may be furnished by the Company and/or the Participant concerned and it shall be assumed that the Participant has no compensation or service for benefit accrual purposes under such plan after (1) June 28, 2008, for purposes of Sections 4.2(a)(i) and 4.2(b)(i) or, in the case of a Frozen Participant whose participation was frozen before June 28, 2008, the Frozen Participant’s Retirement or Vested Separation, subject to Section 5.1(f), and (2) June 29, 2013, for purposes of Sections 4.2(a)(ii) and 4.2(b)(ii) or, in the case of a Frozen Participant,  the Frozen Participant’s Retirement or Vested Separation.  Any pay for periods prior to the earliest data furnished shall be estimated by applying a salary scale discount, and the discount applied for this purpose shall be the actual change in average wages from year to year as determined for purposes of the Canada Pension Plan or the Quebec Pension Plan, as applicable.

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(k)Participant who has paid into both the US Federal Social Security and either the Canada Pension Plan or the Quebec Pension Plan.  If a Participant has paid into both the US Federal Social Security and either the Canada Pension Plan or the Quebec Pension Plan, while an employee of Sysco or its Subsidiaries, the monthly Social Security Offset will be assumed to be zero and the monthly Canada/Quebec Pension Plan Offset will be determined to be a theoretical amount calculated under the Canada Pension Plan or Quebec Pension Plan, as applicable, as if the Participant had always been covered under and contributing to the Canada Pension Plan or Quebec Pension Plan.  For purposes of determining the monthly Canada/Quebec Pension Plan Offset, the amount of the benefit shall be determined based upon the pay and employment data that may be furnished by the Company and/or the Participant while a Canadian Participant.  Any pay for periods prior to the earliest data furnished shall be estimated by applying a salary scale discount, and the discount applied for this purpose shall be the actual change in average wages from year to year as determined for purposes of the Canada Pension Plan or the Quebec Pension Plan, as applicable.  Any pay for periods prior to (i) June 28, 2008, for purposes of Sections 4.2(a)(i) and 4.2(b)(i) or, in the case of a Frozen Participant whose participation was frozen before June 28, 2008, the Frozen Participant’s Retirement or Vested Separation as provided under Section 5.1(f), and (ii) June 29, 2013, for purposes of Sections 4.2(a)(ii) and 4.2(b)(ii) or, in the case of a Frozen Participant, the Frozen Participant’s Retirement or Vested Separation, but after the latest data furnished, shall be estimated by applying a salary scale factor, and the factor applied for this purpose shall be the actual change in average wages from year to year as determined for purposes of the Canada Pension Plan or the Quebec Pension Plan, as applicable.  It shall be assumed that the Participant has no compensation after (1) June 28, 2008, for purposes of Sections 4.2(a)(i) and 4.2(b)(i) or, in the case of a Frozen Participant whose participation was frozen before June 28, 2008, the Frozen Participant’s Retirement or Vested Separation, subject to Section 5.1(f), and (2) June 29, 2013, for purposes of Sections 4.2(a)(ii) and 4.2(b)(ii) or, in the case of a Frozen Participant,  the Frozen Participant’s Retirement or Vested Separation.  For purposes of the Temporary Supplement of Section 4.7, the Participant will be treated as a Canadian Participant, regardless of the Participant’s status at Retirement or Vested Separation.

(l)Early Payment Criteria.  “Early Payment Criteria” are as follows:

(i)Early Payment Criteria of a Protected Benefit:  If, as of his Retirement or Vested Separation, the Participant is at least age sixty (60), has at least 10 years of MIP Participation and has at least twenty (20) years of Vesting Service.

(ii)Early Payment Criteria of a Benefit other than a Protected Benefit:  If, as of his Retirement or Vested Separation, the Participant has either (1) satisfied the criteria in Section 4.1(l)(i) above or (2) is at least age fifty-five (55) and has at least fifteen (15) years of MIP Participation.

(m)Early Retirement Factor or ERF.  “Early Retirement Factor” or “ERF” means the percentage determined in accordance with this Section 4.1(m) using the Participant’s age, Vesting Service and MIP Participation determined as of the ERF Determination Date. The Early Retirement Factor shall be the greatest of the percentages determined under Section 4.1(m)(i) or Section 4.1(m)(ii), except the schedule under Section 4.1(m)(ii)

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shall not apply for purposes of determining an Early Retirement Factor applicable to a Protected Participant’s Protected Benefit.  The “ERF Determination Date” shall be the date of the applicable distribution event.

(i)    If the Participant (A) is at least age sixty (60), has at least ten (10) years of MIP Participation and twenty (20) years of Vesting Service, his Early Retirement Factor under this Section 4.1(m)(i) shall be determined as follows:

Participant with at least ten (10) years of MIP Participation and 20 Years of Vesting Service whose age is ERF

60 but less than 61...............................................................................................................................50%

61 but less than 62...............................................................................................................................60%

62 but less than 63...............................................................................................................................70%

63 but less than 64...............................................................................................................................80%

64 but less than 65...............................................................................................................................90%

65 or more..............................................................................................................................................100%

(ii)    If the Participant (i) is at least age fifty-five (55) and (ii) has at least fifteen (15) years of MIP Participation, his Early Retirement Factor under this Section 4.1(m)(ii) shall be determined as follows:

Sum of Participant’s full years of age plus full
years of MIP Participation ERF

70..................................................................................................................................................................50%

71..................................................................................................................................................................55%

72..................................................................................................................................................................60%

73..................................................................................................................................................................65%

74..................................................................................................................................................................70%

75..................................................................................................................................................................75%

76..................................................................................................................................................................80%

77..................................................................................................................................................................85%

78..................................................................................................................................................................90%

79..................................................................................................................................................................95%

80 or more..............................................................................................................................................100%

(iii)    If the Participant is (i) at least age sixty-two (62), (ii) has completed at least twenty-five (25) years of Vesting Service and (iii) has at least fifteen (15) years of MIP Participation, he shall have an Early Retirement Factor of 100%; 

provided that, the Compensation Committee, in its sole discretion, may increase a Participant’s Early Retirement Factor to any percentage not to exceed 100%; provided further, subject to Section 7.5, a Participant’s Early Retirement Factor shall be 100% upon a Change of Control. 

(n)    Vested Percentage.  “Vested Percentage” means the Participant’s vested percentage, which shall be 100%.

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4.2Retirement Benefit.  If a Participant’s  Separation from Service from Sysco or its Subsidiaries occurs prior to June 29, 2013, such Participant’s Retirement Benefit, if any, shall be determined under the Current Plan.  Upon the Retirement or Vested Separation of an Active Participant or, subject to Article V, a Frozen Participant, such Participant’s Retirement Benefit shall be determined as provided in this Section 4.2, as follows:

(a)Participant Does Not Satisfy the Early Payment Criteria. If, as of the date of the Participant’s Retirement or Vested Separation, the Participant does not satisfy the Early Payment Criteria, the Participant’s Retirement Benefit under this Section 4.2(a) shall be the Participant’s Vested Accrued Benefit determined as follows:

(i)      Minimum Vested Accrued Benefit as of June 28, 2008.  An Active Participant as of June 28, 2008 shall have a Minimum Vested Accrued Benefit as of June 28, 2008, equal to:

(A)       In General.  The Participant’s {  High-Five Average Compensation as of June 28, 2008 × 50% × Service Factor × Vested Percentage }less Offset Amount; provided, however, the resulting monthly amount shall not exceed the Participant’s Vested Percentage × USD $199,486.

(B)       For a Protected Participant.  The greater of (i) the amount determined under Section 4.2(a)(i)(A) above or (ii) the Protected Minimum Vested Accrued Benefit equal to the Protected Participant’s { (High-Five Average Compensation as of June 28, 2008 × 50%) less Offset Amount } × Service Factor × Vested Percentage.

(ii)      Vested Accrued Benefit on or after June 29, 2013.  An Active Participant’s Vested Accrued Benefit on or after June 29, 2013 shall equal the greater of the Participant’s benefit, if any, under Section 4.2(a)(i) above, or:

(A)       In General.  The Participant’s { Ten-Year Final Average Compensation × 50% × Service Factor × Vested Percentage }less Offset Amount;  provided however, the resulting monthly amount shall not exceed the Participant’s Vested Percentage × USD $199,486.

(B)       For a Protected Participant.  The greater of (i) the amount determined under Section 4.2(a)(ii)(A) above or (ii) the Protected Benefit equal to the Protected Participant’s { (Ten-Year Final Average Compensation × 50% ) less Offset Amount } × Service Factor × Vested Percentage.

Participant Satisfies the Early Payment Criteria. If, as of the date of the Participant’s Retirement or Vested Separation, the Participant satisfies the Early Payment Criteria, the Participant’s Retirement Benefit under this Section 4.2(b) shall be the Participant’s Vested Accrued Benefit determined as follows:

(i)      Minimum Early Retirement Benefit.  An Active Participant as of June 28, 2008 shall have a Minimum Vested Accrued Benefit, equal to:

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(A)       In General.  The Participant’s {  High-Five Average Compensation as of June 28, 2008 × 50% × Service Factor × Vested Percentage × Early Retirement Factor }less Offset Amount; provided, however, the resulting monthly amount shall not exceed the Participant’s Vested Percentage × USD $199,486 × Early Retirement Factor.

(B)       For a Protected Participant.  The greater of (i) the amount determined under Section 4.2(b)(i)(A) above or (ii) the Protected Minimum Vested Accrued Benefit equal to the Protected Participant’s { (High-Five Average Compensation as of June 28, 2008 × 50%) less Offset Amount } × Service Factor × Vested Percentage × Early Retirement Factor.

(ii)    Early Retirement Benefit on or after June 29, 2013.  An Active Participant’s Vested Accrued Benefiton or after June 29, 2013 shallequal the greater of the Participant’s benefit, if any, under Section 4.2(b)(i) above, or

(A)       In General.  The Participant’s { Ten-Year Final Average Compensation × 50% × Service Factor × Vested Percentage × Early Retirement Factor}less Offset Amount;  provided however, the resulting monthly amount shall not exceed the Participant’s Vested Percentage × USD $199,486 × Early Retirement Factor.

(B)       For a Protected Participant.  The greater of (i) the amount determined under Section 4.2(b)(ii)(A) above or (ii) the Protected Benefit equal to the Protected Participant’s { (Ten-Year Final Average Compensation × 50% ) less Offset Amount } × Service Factor × Vested Percentage × Early Retirement Factor.

4.3    Benefit Commencement Date

(a)Normal Payment Criteria.  Unless a Participant satisfies the Early Payment Criteria under Section 4.1(l), payment of the Participant’s Retirement Benefit under Section 4.2(a) shall begin on the first day of the month coincident with or next following his sixty-fifth (65th) birthday or his actual Retirement or Vested Separation date, whichever is later, if he survives to the applicable date. 

(b)Early Payment Criteria.  If a Participant Separates from Service before age sixty-five (65) and satisfies the Early Payment Criteria set forth in Section 4.1(l) above as of his Retirement or Vested Separation date, payment of the Participant’s Retirement Benefit under Section 4.2(b) shall begin on the first day of the month coincident with or next following the Participant’s Retirement date, if he survives to the applicable date.

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4.4    Form of Payment

(a)    Participants in the Plan as of June 28, 2008.  If, as of June 28, 2008, the Participant is
(i) not married, the Retirement Benefit will be paid in the form of an Annuity; or (ii) married, the Retirement Benefit will be paid in the form of a Joint and Survivor Annuity which is Actuarially Equivalent to the Annuity.

(b)    Participants Who First Become Eligible to Participate in the Plan after June 28, 2008.  If, as of the date a Participant first becomes eligible to participate in this Plan the Participant is (i) not married, the Retirement Benefit will be paid in the form of an Annuity; or (ii) married, the Retirement Benefit will be paid in the form of a Joint and Survivor Annuity which is Actuarially Equivalent to the Annuity.

(c)    Administrative Committee Discretion.  Notwithstanding anything to the contrary in this Section 4.4, at any time after a Participant’s Separation from Service but prior to the date any annuity payment is made to the Participant under this Plan, the Administrative Committee may change the form of payment of a Participant’s Retirement Benefit between an Annuity and Joint and Survivor Annuity based upon the marital status of such Participant as of the date of such change, and such change shall become immediately effective, provided that such change shall become effective only if the Annuity and Joint and Survivor Annuity are “actuarially equivalent life annuities” within the meaning of Section 409A.

4.5Temporary Supplement.  A U.S. Participant who retires before age sixty-two (62), meets the criteria of Section 4.1(l)(i) or 4.1(l)(ii),  and who will receive a Retirement Benefit under Section 4.2(b),  shall also receive a Temporary Supplement equal to such Participant’s monthly Social Security Offset as defined in Section 4.1(i).  A Canadian Participant who retires before age sixty (60), meets the criteria of Section 4.1(l)(i) or 4.1(l)(ii), and who will receive a Retirement Benefit under 4.2(b), shall also receive a Temporary Supplement equal to such Participant’s monthly Canada/Quebec Pension Plan Offset as defined in Section 4.1(j).  The Temporary Supplement will be paid to an eligible Participant through and including the earlier of (a) the month in which the Participant dies or (b) the month in which the U.S. Participant attains age sixty-two (62) or the Canadian Participant attains age sixty (60).

4.6    Administrative Delay Except as required under Section 4.7, payment of the Participant’s Retirement Benefit and, if applicable, Temporary Supplement shall begin on the Benefit Commencement Date set forth in Section 4.3 or the first day of the month as soon as administratively practicable thereafter but in no event later than the last day of the taxable year in which the Benefit Commencement Date occurs, or if later within seventy-five (75) days of the Benefit Commencement Date, unless an exception under Section 409A applies.  The aggregate amount of any delayed payments, without interest, shall be paid to the Participant on such delayed commencement date.

4.7    Delay of Payments under Section 409A of the Code.  Notwithstanding any provision of Sections 4.3 and 4.5 to the contrary, if the distribution of a Retirement Benefit under Section 4.3 (and, if applicable, a Temporary Supplement under Section 4.5) to a Participant who is a Specified Employee result from such Participant’s Retirement or Vested Separation, such distributions shall not commence earlier than the date that is six (6) months after the date of such Participant’s Retirement or Vested Separation if such earlier commencement would result in

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the imposition of tax under Section 409A.  If distributions to a Participant are so delayed, such distributions shall commence at the later of (a) the first day of the month coincident with or next following the date that is six (6) months after the Participant’s Retirement or Vested Separation date; or (b) the Participant’s Benefit Commencement Date.  If a Participant’s distributions are delayed by reason of clause (a), above, the aggregate amount of any such delayed payments, together with interest on such delayed payments (calculated using the interest rate used for determining Actuarial Equivalence), shall be paid to the Participant on such delayed commencement date.

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Article V

frozen participation

5.1    In General This Section 5.1 provides special rules that apply to a Participant whose status as of June 29, 2013 is that of a Frozen Participant, whether participation was frozen on or before June 29, 2013.  In the case of  a Frozen Participant whose participation was frozen before June 28, 2008, such Frozen Participant’s Vested Accrued Benefit shall be determined using the benefit formula in effect under the Plan as of the date his participation was frozen. 

(a)    Vesting Service and Age Credit.  During the period of time during which his participation is frozen, a Frozen Participant shall continue to be awarded Vesting Service and age credit for satisfaction of the Early Payment Criteria under Section 4.1(l) and determination of the ERF under Section 4.1(m).

(b)    Benefit Service.  A Frozen Participant’s service from and after the date his participation is so frozen shall not count as Benefit Service, except as provided under Section 5.2.

(c)    Ten-Year Final Average Compensation.  If a Frozen Participant is eligible for the benefits  under Section 4.2(a)(ii) or 4.2(b)(ii), Ten-Year Final Average Compensation shall be determined as of the date his participation was so frozen.

(d)    High-Five Average Compensation as of June 28, 2008.  A Frozen Participant’s High-Five Average Compensation as of June 28, 2008 shall be determined as of the date his participation was frozen if such date was prior to June 28, 2008.

(e)    MIP Participation.  Frozen Participation shall not count as MIP Participation, except during periods in which such Frozen Participant is a MIP participant or as provided under Section 5.2.

(f)    Offset Amount.  If a Frozen Participant’s participation was frozen after June 28, 2008, such Frozen Participant’s Offset Amount used in the determination of such Frozen Participant’s benefits as of June 28, 2008 under Sections 4.2(a)(i) and 4.2(b)(i) shall be determined in the same manner as an Active Participant.  In all other cases, for purposes of determining the Offset Amount under the benefit formulas in Section 4.2, (i) the Defined Benefit Offset, Social Security Offset and Canada/Quebec Pension Plan Offset shall be determined as of the Frozen Participant’s date of Retirement or Vested Separation, and (ii) the account balance specified in the first sentence of Section 4.1(h)(ii) for the Defined Contribution Offset shall be the balance as of the last day of the month preceding the month of the Frozen Participant’s date of Retirement or Vested Separation, subject to the adjustments specified in Section 4.1(h).

5.2    Active Participant Previously Frozen.  If the participation of an Active Participant on June 29, 2013 was previously frozen for a period of time and he subsequently became eligible to participate in the Current Plan on or before June 29, 2013, he shall, for all purposes under the Plan, be treated as though his participation had never been frozen.

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Article VI
DEATH BENEFIT

6.1Definitions The following definitions are used in this Article VI:

(a)    Vested Separated Participant.  “Vested Separated Participant” means a Participant who becomes entitled to a deferred Vested Accrued Benefit commencing under the payment criteria under Section 4.3(a) after June 29, 2013 and whose Benefit Commencement Date has not occurred.

(b)   Retired Participant. “Retired Participant” means a Participant (i) whose Benefit Commencement Date occurred after June 29, 2013 but who has not yet received his first benefit payment or (ii) who is receiving benefit payments, which began after June 29, 2013.

(c)Three-Year Final Average Compensation.  “Three-Year Final Average Compensation” means the annual average of the Participant’s Death Benefit Eligible Earnings for the three (3) Plan Years (excluding those Plan Years in which the Participant does not have any Eligible Earnings) ending on June 29, 2013.  Unless otherwise provided herein, the Plan Year in which the Participant was originally hired shall be disregarded if he was hired after the first business day of such Plan Year.  If the Participant does not have three (3) Plan Years of Death Benefit Eligible Earnings, the Participant’s Three-Year Final Average Compensation shall be based on the annual average of Death Benefit Eligible Earnings for the available Plan Years through June 29, 2013.  If all Plan Years have been excluded (i.e. there are no “available” Plan Years), Three-Year Final Average Compensation shall mean the Participant’s Death Benefit Eligible Earnings in the Plan Year in which he was originally hired.

(d)    Death Benefit Eligible Earnings.  “Death Benefit Eligible Earnings” shall have the same meaning as “Eligible Earnings” (as defined in Section 4.1(a)); provided, however, the salary component of Eligible Earnings shall mean the annual rate of the Participant’s base salary as of his last day of employment during the applicable Plan Year, and the cap on the MIP Bonus shall not apply.

6.2Death of an Active Participant.  If an Active Participant dies while in the employ of the Company, such Participant’s spouse or other Beneficiary shall be entitled to a monthly annuity payable for life with a ten (10) year certain period commencing on the first day of the month coincident with or next following the Participant’s death.  Such monthly annuity shall be Actuarially Equivalent to the greater of the Actuarially Equivalent single-sum value of (i) or (ii), where (i) is an annual payment equal to 25% of the Participant’s Three-Year Final Average Compensation payable for ten (10) years certain, and (ii) is (x) if the Participant is at least age 65 or satisfies the Early Payment Criteria under Section 4.1(l),  the Retirement Benefit that would have been payable as an Annuity under Section 4.2(b) assuming the participant had retired on his date of death or (y) if the Participant does not satisfy the condition in (x), the hypothetical immediate Annuity equal to the deferred Annuity that would have been payable to the Participant under Section 4.2(a), assuming the Participant had retired on his date of death, reduced for the period by which the first payment of the death benefit precedes the first day of the month on or after date the

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Participant would have attained age sixty-five (65), by 5/9ths of one percent (1%) for each of the first one hundred twenty (120) calendar months and actuarially thereafter (using the assumptions for Actuarial Equivalence).

6.3Death of Frozen Participant If a Frozen Participant dies while in the employ of Sysco or a Subsidiary, such Frozen Participant’s spouse or other Beneficiary shall be entitled to a monthly annuity payable for life with a ten (10) year certain period commencing on the first day of the month coincident with or next following the Frozen Participant’s death.  Such monthly annuity shall be Actuarially Equivalent to the single sum value of the survivor’s benefit that would have been payable to the Participant’s spouse or other Beneficiary if the Participant had begun receiving a hypothetical Retirement Benefit on his date of death, determined as follows:

(a)    If the Participant is at least age 65 or has satisfied the Early Payment Criteria under Section 4.1(l) on his date of death, the amount of such hypothetical retirement benefit shall equal the Participant’s Retirement Benefit determined under Section 4.2(b) as of his date of death, adjusted, as applicable, to take into account the form of such Participant’s Retirement Benefit under Section 4.4.

(b)    If the Participant does not meet the requirements of Section 6.3(a), the amount of such hypothetical retirement benefit shall equal the Participant’s Vested Accrued Benefit determined under Section 4.2(a) as of his date of death, reduced,  for the period by which the first payment of the death benefit precedes the first day of the month on or after date the Participant would have attained age sixty-five (65), by 5/9ths of one percent (1%) for each of the first one hundred twenty (120) calendar months and actuarially thereafter (using the assumptions for Actuarial Equivalence), adjusted, as applicable, to take into account the form of such Participant’s Retirement Benefit under Section 4.4.

(c)    For purposes of determining the amount of the survivor’s benefit under this Section 6.3, if a Participant’s Retirement Benefit would have been paid in the form of a Joint and Survivor Annuity, and the Participant designated a Beneficiary other than his spouse, his Beneficiary shall be substituted for the Participant’s “spouse” for purposes of the conversion to a Joint and Survivor Annuity.

6.4    Death of Vested Separated Participant. Upon the death of a Vested Separated Participant, such Participant’s Beneficiary shall be entitled to a monthly annuity payable for life with a ten (10) year certain period commencing on the first day of the month coincident with or next following the Participant’s death.  Such monthly annuity shall be Actuarially Equivalent to the single-sum value of the survivor’s benefit that would have been payable to the Participant’s spouse or other Beneficiary if the Participant had begun receiving a hypothetical retirement benefit on his date of death. The amount of such hypothetical retirement benefit shall equal the Participant’s Vested Accrued Benefit as determined under Section 4.2(a), reduced, for the period by which the first payment of the death benefit precedes the first day of the month on or after date the Participant would have attained age sixty-five (65), by 5/9ths of one percent (1%) for each of the first one hundred twenty (120) calendar months and actuarially thereafter (using the assumptions for Actuarial Equivalence), adjusted as applicable, to take into account the form of such Participant’s Retirement Benefit under Section 4.4.  For purposes of determining the amount of the survivor’s benefit under this Section 6.4, if a Participant’s Retirement Benefit would have been paid in the form of a Joint and

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Survivor Annuity, and the Participant designated a Beneficiary other than his spouse, his Beneficiary shall be substituted for the Participant’s “spouse” for purposes of the conversion to the Joint and Survivor Annuity.

6.5    Death of Retired Participant before or after Commencement of Benefits. If a Retired Participant (a) dies before benefit payments begin or (b) dies after benefit payments begin, any death benefit that may be payable is a function of the form of payment applicable to such Retired Participant (Joint and Survivor Annuity or Annuity as provided under Section 4.4), as described below: 

(a)    Joint and Survivor Annuity. 

(i)    Death of Participant or Spouse during Ten (10) Year Certain Period.  If either the Participant or his spouse (but not both) dies before the first benefit payment or during the ten (10) year certain period following the Benefit Commencement Date, the benefit amount payable during their joint lives shall be paid to the survivor for the balance of the ten (10) year certain period and then two-thirds (2/3) of that amount shall be paid to the survivor for life.

(ii)    Death of Both Participant and Spouse during Ten (10) Year Certain Period.  If both the Participant and his spouse die before the first benefit payment or during the ten (10) year certain period following the Benefit Commencement Date, the benefit amount payable during their joint lives shall be paid to the Participant’s Beneficiary for the balance of the ten (10) year certain period.

(iii)    Cessation of Benefits.  No further benefits are payable after the later of (a) the deaths of the Participant and his spouse or (b) the end of the ten (10) year certain period.

(iv)    Spouse.  For purposes of this Section 6.5(a), “spouse” refers to the Participant’s spouse whose birth date was used in the calculation of the Joint and Survivor Annuity, even if the Participant is married to a different individual at the time of the Participant’s death.

(b)    Annuity. 

(i)    Death of Participant during Ten (10) Year Certain Period.  If the Participant dies before the first benefit payment or during the ten (10) year certain period following the Benefit Commencement Date, the benefit amount shall be paid to the Participant’s Beneficiary for the balance of the ten (10) year certain period.

(ii)    Cessation of Benefits.  No further benefits are payable after the later of (a) the death of the Participant or (b) the end of the ten (10) year certain period.

6.6Administrative Delay.  Death benefits shall commence as of the date set forth in this Article VI or the first day of the month as soon as administratively practicable thereafter but in any event within ninety (90) days of the Participant’s death.  The aggregate amount of any such delayed payments, without interest on such delayed payments, shall be paid to the Beneficiary on such delayed commencement date.

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6.7    Beneficiary Designation for Ten (10) Year Certain Period.  A Beneficiary designation shall be effective upon receipt by the Administrative Committee of a properly executed form which the Administrative Committee has approved for that purpose, and shall remain in force until revoked or changed by the Participant.  The Participant may, from time to time, revoke or change any designation of Beneficiary by filing another approved Beneficiary designation form with the Administrative Committee. 

(a)    Upon entering the Plan, each Participant shall file with the Administrative Committee a designation of one or more Beneficiaries to whom the death benefit provided by Sections 6.2, 6.3, and 6.4 shall be payable.  Any Beneficiary designation by a married Participant who designates any person or entity other than the Participant’s spouse shall be ineffective unless the Participant's spouse has indicated consent by completing and signing the applicable spousal consent section of the approved beneficiary designation form.

(b)    Upon Retirement and prior to commencement of benefits under Article IV, the Participant shall designate one or more Beneficiaries to receive the remaining period certain payments, which designation shall be made and modified in accordance with the procedures set forth in this Section 6.7.  If the Participant does not designate one or more Beneficiaries to receive the remaining period certain payments, the Beneficiaries designated by the Participant upon entering the Plan shall be the Participant’s Beneficiaries for purposes of the remaining period certain payments.  A spouse of a Participant may not change the Beneficiaries designated by the Participant, including the Beneficiaries to whom the remaining period certain payments may be paid.  Notwithstanding the preceding sentences of this Section 6.7(b), in the case of a Joint and Survivor Annuity, a Beneficiary designation shall have no effect unless the Participant and the Participant’s spouse both die during the ten (10) year certain period and (b) if the Participant dies during the ten (10) year certain period and the Beneficiaries designated by the Participant have predeceased the Participant or otherwise ceased to exist, the Participant’s surviving spouse who is receiving the survivor benefit under the Joint and Survivor Annuity may designate the Beneficiaries to receive any remaining guaranteed payments if the spouse should die during the ten (10) year certain period.

(c)    If there is no valid Beneficiary designation on file with the Administrative Committee at the time of the Participant’s death, or if all of the Beneficiaries designated in the last Beneficiary designation have predeceased the Participant or, in the case of an entity, otherwise ceased to exist, the Beneficiary shall be the Participant’s spouse, if the spouse survives the Participant, or otherwise the Participant’s estate.  A Beneficiary who is an individual shall be deemed to have predeceased the Participant if the Beneficiary dies within thirty (30) days of the date of the Participant’s death.  If any Beneficiary survives the Participant but dies or, in the case of an entity, otherwise ceases to exist, before receiving all payments due under this Article VI, the balance of the payments that would have been paid to that Beneficiary shall, unless the Participant’s designation provides otherwise, be distributed to the deceased individual Beneficiary’s estate or, in the case of an entity, to the Participant’s spouse, if the spouse survives the Participant, or otherwise to the Participant’s estate.

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Article VII
PROVISIONS RELATING TO ALL BENEFITS

7.1    Effect of this Article.  The provisions of this Article shall control over all other provisions of the Plan (including the Program).

7.2    Termination of Employment.  A Participant’s termination of employment for any reason prior to the Participant’s vesting under Article III shall cause the Participant and all his Beneficiaries to forfeit all interests in and under this Plan, other than any benefit payable to such Participant’s Beneficiaries under Article VI.

7.3    Forfeiture for Cause.

(a)    Forfeiture on Account of Discharge. If the Administrative Committee finds, after full consideration of the facts presented on behalf of Sysco or a Subsidiary and a former Participant, that the Participant was discharged by Sysco or a Subsidiary for: (i) fraud, (ii) embezzlement, (iii) theft, (iv) commission of a felony, (v)proven dishonesty in the course of his employment by Sysco or a Subsidiary which damaged Sysco or a Subsidiary, or (vi) disclosing trade secrets of Sysco or a Subsidiary ((i) through (vi) individually and collectively referred to as a “For Cause Event”), the entire Vested Accrued Benefit of the Participant and/or his Beneficiaries shall be forfeited.

(b)    Forfeiture after Commencement of Benefits. If the Administrative Committee finds, after full consideration of the facts presented on behalf of Sysco or a Subsidiary and the former Participant, that a former Participant who has begun receiving benefits under this Plan engaged in a For Cause Event during his employment with Sysco or a Subsidiary (even though the Participant was not discharged from Sysco or the Subsidiary for such a For Cause Event), the former Participant’s and/or Beneficiaries remaining benefit payments under the Plan (including the Program) shall be forfeited.

(c)    Administrative Committee Discretion.  The decision of the Administrative Committee as to the existence of a For Cause Event shall be final.  No decision of the Administrative Committee shall affect the finality of the discharge of the Participant by Sysco or the Subsidiary in any manner.

(d)    Special Rule for Change of Control. Notwithstanding the above, the forfeitures created by Sections 7.3(a) and 7.3(b) above shall not apply to a Participant or former Participant who: (i) is discharged during the Plan Year in which a Change of Control occurs, or during the next three (3) succeeding Plan Years following the Plan Year in which a Change of Controls occurs (the “Change of Control Period”) or (ii) during the Change of Control Period is determined by the Administrative Committee to have engaged in a For Cause Event, unless a court reviewing the Administrative Committee’s findings agrees with the Administrative Committee’s determination to apply the forfeiture.

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7.4    Forfeiture for Competition  If, at the time a distribution is being made or is to be made to a Participant, the Administrative Committee finds, after full consideration of the facts presented on behalf of Sysco or a Subsidiary and the Participant, that the Participant has engaged in any of the conduct set forth in this Section 7.4, the entire benefit remaining to be paid to the Participant and/or his Beneficiaries shall be forfeited, even though it may have been previously vested under any portion of this Plan; provided, however, that this Section 7.4 shall not apply to any Participant whose termination of employment from Sysco or a Subsidiary occurs during a Change of Control Period. A forfeiture shall occur if, at any time after his termination of employment from Sysco or a Subsidiary and while any remaining benefit is to be paid to the Participant and/or his Beneficiaries under this Plan, and without written consent of Sysco’s Chief Executive Officer or General Counsel, the Participant:

(a)    either directly or indirectly owns, operates, manages, controls, or participates in the ownership, management, operation, or control of, or is employed by, or is paid as a consultant or other independent contractor by, a business which competes with any aspect of the business of Sysco or a Subsidiary by which he was formerly employed (as the scope of Sysco’s or such Subsidiary’s business is defined as of the date of Participant’s termination of employment) in a trade area served by Sysco or the Subsidiary and in which the Participant directly or indirectly represented Sysco or the Subsidiary while employed by it; and the Participant continues to be so engaged ten (10) days after written notice has been given to him by or on behalf of Sysco or the Subsidiary;

(b)    either directly or indirectly owns, operates, manages, controls, or participates in the ownership, management, operation, or control of, or is employed by, or is paid as a consultant or other independent contractor by, a customer or supplier of Sysco or a Subsidiary by which he was formerly employed and with whom the Participant dealt, either directly or indirectly through the supervision of others, on behalf of Sysco or a Subsidiary by which he was formerly employed; and the Participant continues to be so engaged ten (10) days after written notice has been given to him by or on behalf of Sysco or the Subsidiary;

(c)    on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly employed, directly or indirectly markets, solicits or sells to any actual or prospective customer of Sysco or a Subsidiary by which he was formerly employed and with whom the Participant dealt, either directly or indirectly through the supervision of others, on behalf of Sysco or the Subsidiary by which he was formerly employed;

(d)    on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly employed, directly or indirectly markets to, solicits or buys from any supplier of Sysco or a Subsidiary by which he was formerly employed and with whom the Participant dealt, either directly or indirectly through the supervision of others, on behalf of Sysco or the Subsidiary by which he was formerly employed;

(e)    on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly employed, directly or indirectly solicits, offers employment to, hires or otherwise enters into a consulting relationship with any employee of Sysco or any Subsidiary;

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(f)    either (i) fails to return to Sysco or the Subsidiary by which he was formerly employed, within ten (10) days of any request issued to the Participant, any and all trade secrets or confidential information or any portion thereof and all materials relating thereto in his possession, or (ii) fails to hold in confidence or reproduces, distributes, transmits, reverse engineers, decompiles, disassembles, or transfers, directly or indirectly, in any form, by any means, or for any purpose, any Sysco or Subsidiary trade secrets or confidential information or any portion thereof or any materials relating thereto; or

(g)    makes any disparaging comments or accusations detrimental to the reputation, business, or business relationships of Sysco (as reasonably determined by Sysco or a Subsidiary), and the Participant fails to retract such comments or accusations within sixty (60) days after written notice demanding such retraction has been provided to him by or on behalf of Sysco or the Subsidiary.

7.5    Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments.  If any payment or benefit received or to be received by a Participant in connection with a “change of control” (as defined in Section 280G of the Code and the Treasury Regulations thereunder) of Sysco would either (i) result in such payment or benefit not being deductible, whether in whole or in part, by Sysco or any Subsidiary, as a result of Section 280G of the Code, and/or (ii) result in the Participant being subject to the excise tax imposed under Section 4999 of the Code, then the benefits payable under the Executive Retirement Plans shall be reduced until no portion of the Total Payments is not deductible as a result of Section 280G of the Code (and/or not subject to the excise tax imposed under Section 4999 of the Code) or the benefits payable under the Executive Retirement Plans have been reduced to zero.  If a Participant is entitled to a benefit under more than one (1) of the Executive Retirement Plans, then the reduction shall be applied in the order determined by the Administrative Committee in its sole discretion.  The reduction in benefits payable under this Plan, if any, shall be determined by reducing the Vested Percentage of the Participant’s Vested Accrued Benefit. In determining the amount of the reduction, if any, under this Plan: (a) no portion of the Total Payments which the Participant has waived in writing prior to the date of the payment of benefits under this Plan shall be taken into account, (b) no portion of the Total Payments which tax counsel, selected by Sysco’s independent auditors and reasonably acceptable to the Participant (“Tax Counsel”), determines not to constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code shall be taken into account (including, without limitation, amounts not treated as a “parachute payment” as a result of the application of Section 280G(b)(4)(A)), (c) no portion of the Total Payments which Tax Counsel, determines to be reasonable compensation for services rendered within the meaning of Section 280G(b)(4)(B) of the Code will be treated as an “excess parachute payment” in the manner provided by Section 280G(b)(4)(B), and (d) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by Sysco’s independent auditors in accordance with Sections 280G(d)(3) and (4) of the Code. Notwithstanding anything herein or otherwise to the contrary, the Compensation Committee, may, within its sole discretion and pursuant to an agreement approved by the Compensation Committee, waive application of this Section 7.5, when it determines that specific situations warrant such action.

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7.6    Claims Procedure  Any person who believes that he or she is being denied a benefit to which he or she is entitled under this Plan (including the Program) (referred to hereinafter as a “Claimant”) must file a written request for such benefit with the Administrative Committee; provided, however, that any claim involving entitlement to, the amount of or the method or timing of payment of a benefit affected by a Change of Control shall be governed by Section 7.6(e).  Such written request must set forth the Claimant’s claim and must be addressed to the Administrative Committee at the Company’s principal office.

(a)    Initial Claims Decision.  The Administrative Committee shall generally provide written notice to the Claimant of its decision within ninety (90) days  after the claim is filed with the Administrative Committee; provided, however, that the Administrative Committee may have up to an additional ninety (90) days  to decide the claim, if the Administrative Committee determines that special circumstances require an extension of time to decide the claim, and the Administrative Committee advises the Claimant in writing of the need for an extension (including an explanation of the special circumstances requiring the extension) and the date on which it expects to decide the claim. 

(b)    Appeals.  A Claimant may appeal the Administrative Committee’s decision by submitting a written request for review to the Administrative Committee within sixty (60) days after the earlier of receiving the denial notice or after expiration of the initial review period.  Such written request must be addressed to the Administrative Committee at the Company’s principal office.  In connection with such request, the Claimant (and his or her authorized representative, if any) may review any pertinent documents upon which the denial was based and may submit issues and comments in writing for consideration by the Administrative Committee.  If the Claimant’s request for review is not received within the earlier of sixty (60) days after receipt of the denial or after expiration of the initial review period, the denial shall be final, and the Claimant shall be barred and estopped from challenging the Administrative Committee’s determination.  

(c)    Decision Following Appeal.  The Administrative Committee shall generally make its decision on the Claimant’s appeal in writing within sixty (60) days following its receipt of the Claimant’s request for appeal; provided, however, that the Administrative Committee may have up to an additional sixty (60) days to decide the claim, if the Administrative Committee determines that special circumstances require an extension of time to decide the claim and the Administrative Committee advises the Claimant in writing of the need for an extension (including an explanation of the special circumstances requiring the extension) and the date on which it expects to decide the claim.  The Administrative Committee shall notify the Claimant of its decision on the Claimant’s appeal in writing, regardless of whether the decision is adverse. 

(d)    Decisions Final; Procedures Mandatory.  A decision on appeal by the Administrative Committee shall be binding and conclusive upon all persons, and completion of the claims procedures described in this Section 7.6 shall be a mandatory precondition to commencement of any court proceeding brought in connection with this Plan (including the Program) by a person claiming rights under this Plan (including the Program) or by another person claiming rights through such a person. Notwithstanding the preceding sentence, the Administrative

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Committee may, in its sole discretion, waive the procedures described in Sections 7.6(a) through 7.6(c) as a mandatory precondition to such an action.

7.7    Compensation Committee Decisions.  Notwithstanding anything in the Plan (including the Program) to the contrary, any determination made or to be made with respect to the benefits or rights of an Executive Officer under the Plan (including the Program) shall not be made by the Administrative Committee but shall instead be made by the Compensation Committee, and each provision of the Plan (including the Program) otherwise governing such a determination shall be interpreted and construed to substitute the Compensation Committee for the Administrative Committee in such provision.

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ARTICLE VIII
ADMINISTRATION

8.1    Administrative Committee Appointment  The Administrative Committee shall be appointed by the Compensation Committee.  Each Administrative Committee member shall serve until his or her resignation or removal.  The Compensation Committee shall have the sole discretion to remove any one or more Administrative Committee members and appoint one or more replacement or additional Administrative Committee members from time to time.

8.2    Administrative Committee Organization and Voting.  The organizational structure and voting responsibilities of the Administrative Committee shall be as set forth in the bylaws of the Administrative Committee.

8.3    Powers of the Administrative Committee.  Except as otherwise provided in Section 7.7, the Administrative Committee shall have the exclusive responsibility for the general administration of this Plan (including the Program) according to the terms and provisions of this Plan (including the Program) and shall have all powers necessary to accomplish those purposes, including but not by way of limitation the right, power and authority:

(a)   to make rules and regulations for the administration of this Plan (including the Program);

(b)    to construe, interpret and apply all terms, provisions, conditions and limitations of this Plan (including the Program);

(c)    to correct any defect, supply any omission or reconcile any inconsistency that may appear in this Plan (including the Program) in the manner and to the extent it deems expedient to carry this Plan (including the Program) into effect for the greatest benefit of all parties at interest;

(d)    subject to Section 7.3(d), to resolve all controversies relating to the administration of this Plan (including the Program), including but not limited to:

(i)    differences of opinion arising between the Company and a Participant in accordance with Sections 7.6(a) through 7.6(c), except when the difference of opinion relates to the entitlement to, the amount of or the method or timing of payment of a benefit affected by a Change of Control, in which event, such difference of opinion shall be decided by judicial action; and

(ii)    any question it deems advisable to determine in order to promote the uniform administration of this Plan (including the Program) for the benefit of all parties at interest; and

(e)to delegate by written notice any plan administration duties of the Administrative Committee to such individual members of the Administrative Committee, individual employees of the Company, or groups of employees of the Company, as the Administrative Committee determines to be necessary or advisable to properly administer this Plan (including the Program).

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8.4    Committee DiscretionThe Administrative Committee (or, as applicable, the Compensation Committee), in exercising any power or authority granted under this Plan (including the Program), or in making any determination under this Plan (including the Program), shall perform or refrain from performing those acts pursuant to such authority using its sole discretion and judgment.  By way of amplification, and without limiting the foregoing, the Company specifically intends that the Administrative Committee (or, as applicable, the Compensation Committee) have the greatest possible discretionary authority to construe, interpret and apply the terms of this Plan (including the Program) and to determine all questions concerning eligibility, participation and benefits. Any  decision made by the Administrative Committee (or, as applicable, the Compensation Committee) or any refraining to act or any act taken by the Administrative Committee (or, as applicable, the Compensation Committee) in good faith shall be final and binding on all parties, subject to the provisions of Sections 7.6(a) through 7.6(c).  The Administrative Committee’s (or, as applicable, the Compensation Committee’s) decisions shall never be subject to de novo review. Notwithstanding the foregoing, the Administrative Committee’s (or, as applicable, the Compensation Committee’s) decisions, refraining to act or acting is to be subject to judicial review for those incidents occurring during the Change of Control Period.

8.5    Reimbursement of Expenses.  The Administrative Committee shall serve without compensation for their services but shall be reimbursed by Sysco for all expenses properly and actually incurred in the performance of their duties under this Plan (including the Program).

8.6Indemnification.  To the extent permitted by law, members of the Board of Directors, members of the Compensation Committee, members of the Administrative Committee, employees of the Company, and all agents and representatives of the Company shall be indemnified by the Company, and saved harmless against any claims resulting from any action or conduct relating to the administration of the Plan (including the Program), except claims arising from gross negligence, willful neglect or willful misconduct.

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Article IX
ADOPTION BY SUBSIDIARIES

9.1    Procedure for and Status after Adoption.  Any Subsidiary may, with the approval of the Administrative Committee, adopt this Plan prior to June 29, 2013 by appropriate action of its board of directors.  The terms of this Plan shall apply separately to each Subsidiary adopting this Plan and its Participants in the same manner as is expressly provided for Sysco and its Participants except that the powers of the Board of Directors, the Compensation Committee and the Administrative Committee under this Plan (including the Program) shall be exercised by the Board of Directors of Sysco, Compensation Committee of the Board of Directors of Sysco or the Administrative Committee of Sysco, as applicable.Sysco and each Subsidiary adopting this Plan shall bear the cost of providing Plan benefits for its own Participants.  Sysco shall initially pay the costs of the Plan each Plan Year.  However, each adopting Subsidiary shall then be billed back for the actuarially determined costs pertaining to it in accordance with the appropriate Financial Accounting Standards Board pronouncements.  It is intended that the obligation of Sysco and each Subsidiary with respect to its Participants shall be the sole obligation of the Company that is employing the Participant and shall not bind any other Company.

9.2    Termination of Participation by Adopting Subsidiary.  Any Subsidiary adopting this Plan may, by appropriate action of its board of directors, terminate its participation in this Plan.  The Administrative Committee may, in its discretion, also terminate a Subsidiary’s participation in this Plan at any time.  The termination of the participation in this Plan by a Subsidiary shall not, however, affect the rights of any Participant who is working or has worked for the Subsidiary as to benefits previously accrued by the Participant under this Plan without his consent.

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Article X
AMENDMENT AND/OR TERMINATION

10.1    Amendment or Termination of the Plan.  The Compensation Committee may amend or terminate this Plan (including the Program) at any time by an instrument in writing without the consent of any adopting Company. 

10.2    No Retroactive Effect on Awarded Benefits

(a)    General Rule.  Absent a Participant’s prior consent, no amendment shall affect the rights of such Participant to his Vested Accrued Benefit as of the date of such amendment (“Minimum Vested Accrued Benefit”) or shall change such Participant’s rights under any provision relating to a Change of Control after a Change of Control has occurred.  On and after the effective date of such amendment, for purposes of vesting under Article III, the Early Payment Criteria under Section 4.1(l), and the Early Retirement Factor under Section 4.1(m), a Participant shall continue to be awarded (i) Vesting Service and age credit until such Participant’s termination of employment with Sysco and its Subsidiaries, and (ii) years of MIP Participation until such Participant is no longer a MIP participant.

(b)    Benefits on or after the Amendment.  Notwithstanding the provisions of this Section 10.2, the Compensation Committee retains the right at any time (1) to change in any manner or to discontinue the death benefit provided in Article VI, except for a period of four (4) years after a Change of Control for those persons who at that time were covered by the death benefit, and (2) to change in any manner the benefit under Article IV, provided such benefit is not less than the minimum benefit under Section 10.2(a).

10.3    Effect of Termination.  Upon termination of the Plan, the following provisions shall apply:

(a)    With respect to benefits that become payable as a result of a distribution event on or after the effective date of the Plan’s termination, a Participant’s Vested Accrued Benefit shall be determined as provided under Article IV.

(b)    The Compensation Committee may, in its sole discretion, authorize distributions to Participants as a result of the Plan’s termination, provided that:

(i)    All deferred compensation arrangements sponsored by the Company that would be aggregated with this Plan (which may include the Program) under Section 1.409A-1(c) of the Treasury Regulations (or any corresponding provision of succeeding law) if the Participant participated in such arrangements are terminated;

(ii)    No distributions other than distributions that would be payable under the terms of this Plan if the termination had not occurred are made within twelve (12) months of the termination of this Plan;

(iii)    All distributions of benefits to be provided hereunder are paid within twenty-four (24) months of the termination of this Plan; and

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(iv)    The Company does not adopt a new deferred compensation arrangement at any time within three (3) years following the date of the termination of the Plan that would be aggregated with this Plan under Section 1.409A-1(c) of the Treasury Regulations (or any corresponding provision of succeeding law) if the Participant participated in this Plan and the new arrangement.

(c)    Except as otherwise provided in Section 10.3(a) and 10.3(b), on and after the effective date of the Plan’s termination, (i) the Plan shall continue to be administered as it was prior to the Plan’s termination, (ii) all retirement benefits accrued prior to the date of termination shall be payable only under the conditions, at the time, and in the form then provided in this Plan, (iii) no Participant shall be entitled to Plan benefits solely as a result of the Plan’s termination in accordance with the provisions of this Article X, and (iv) the forfeiture provisions of Sections 7.3 and 7.4, and the restrictions set forth in Section 7.5 shall continue in effect.

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Article XI
FUNDING

11.1    Payments Under This Plan are the Obligation of the Company.  The Company last employing a Participant shall pay the benefits due the Participant under this Plan (including the Program); however, should it fail to do so when a benefit is due, then, except as provided in Section 11.5, the benefit shall be paid by the Trust.  In any event, if the Trust fails to pay for any reason, the Company still remains liable for the payment of all benefits provided by this Plan (including the Program).

11.2    Plan May Be Funded Through the Trust.  It is specifically recognized by both the Company and the Participants that the Company may, but is not required to, purchase life insurance so as to accumulate assets to fund the obligations of the Company under this Plan (including the Program), and that the Company may, but is not required to, contribute any policy or policies it may purchase and any amounts or other assets it finds desirable to the Trust.  However, under all circumstances, the Participants shall have no rights to any of those policies or any other assets contributed to the Trust; and, likewise, under all circumstances, the rights of the Participants to the assets held in the Trust shall be no greater than the rights expressed in this Plan (including the Program) and the Trust Agreement.  Nothing contained in the Trust Agreement shall constitute a guarantee by any Company that assets of the Company transferred to the Trust shall be sufficient to pay any benefits under this Plan (including the Program) or would place the Participant in a secured position ahead of general creditors should the Company become insolvent or bankrupt.  The Trust Agreement must specify that Participants in this Plan (including the Program) are only unsecured general creditors of the Company in relation to their benefits under this Plan (including the Program).

11.3    Reversion of Excess Assets. Sysco may, at any time, request the actuary for the Plan to determine the present value of the Vested Accrued Benefit assuming the Vested Accrued Benefit to be fully vested (whether it is or not), as of the end of this Plan (including the Program) Year coincident with or last preceding the request, of all Participants and Beneficiaries of deceased Participants for which all Companies are or will be obligated to make payments under this Plan (including the Program).  For periods prior to a Change of Control, if the fair market value of the assets held in the Trust, as determined by the Trustee as of that same date, exceeds the total of the Vested Accrued Benefits of all Participants and Beneficiaries under this Plan (including the Program), Sysco may direct the Trustee to return to Sysco the assets which are in excess of the Vested Accrued Benefits under this Plan (including the Program).  For periods following a Change of Control, if the fair market value of the assets held in the Trust, as determined by the Trustee as of that same date, exceeds the total of the Vested Accrued Benefits of all Participants and Beneficiaries under this Plan (including the Program) by 10%, Sysco may direct the Trustee to return to Sysco the assets which are in excess of 110% of the Vested Accrued Benefits under this Plan (including the Program).  For this purpose, the present value of the Vested Accrued Benefits under this Plan (including the Program) shall be calculated using the data for the preceding Plan Year brought forward using the assumptions used to determine the actuarially determined costs according to the appropriate Financial Accounting Standards Board pronouncements.  If there has been a Change of Control, to determine excess assets, all contributions made prior to the Change of

36

Control shall be subtracted from the fair market value of the assets held in the Trust as of the determination date but before the determination is made.

11.4    Participants Must Rely Only on General Credit of the Company.  The Company and the Participants recognize that this Plan (including the Program) is only a general corporate commitment, and that each Participant is merely an unsecured general creditor of the Company with respect to any of the Company’s obligations under this Plan (including the Program).

11.5    Funding of Benefits for Participants Subject to Canadian Income Tax Laws is Prohibited.  No Company employing a Participant whose income is subject to the Canadian tax laws shall be permitted to fund its obligation to that person through any rabbi trust, fund, sinking fund, or other financial vehicle even though under applicable law the assets held to fund the obligation are still subject to the general creditors of the Company.

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Article XII
MISCELLANEOUS

12.1    Responsibility for Distributions and Withholding of Taxes.  The Administrative Committee shall furnish information, to the Company last employing the Participant, concerning the amount and form of distribution to any Participant entitled to a distribution so that the Company may make or cause the Rabbi Trust to make the distribution required.  The Administrative Committee shall also calculate the deductions from the amount of the benefit paid under this Plan (including the Program) for any taxes required to be withheld by federal, state, local, or foreign government and shall cause them to be withheld. 

12.2    Limitation of Rights.  Nothing in this Plan (including the Program) shall be construed:

(a)    to give a Participant any right with respect to any benefit except in accordance with the terms of this Plan (including the Program);

(b)    to limit in any way the right of Sysco or a Subsidiary to terminate a Participant’s employment;

(c)    to evidence any agreement or understanding, expressed or implied, that Sysco or a Subsidiary shall employ a Participant in any particular position or for any particular remuneration; or

(d)    to give a Participant or any other person claiming through him any interest or right under this Plan (including the Program) other than that of any unsecured general creditor of the Company.

12.3    Benefits Dependent upon Compliance with Certain Covenants.  The benefits provided to a Participant under this Plan by the Company are dependent upon the Participant’s full compliance with the covenants set forth in Section 7.4.

12.4    Distributions to Incompetents or Minors.  Should a Participant become incompetent or should a Participant designate a Beneficiary who is a minor or incompetent, the Administrative Committee is authorized to pay the funds due to the parent of the minor or to the guardian of the minor or incompetent or directly to the minor or to apply those funds for the benefit of the minor or incompetent in any manner the Administrative Committee determines in its sole discretion.

12.5    Nonalienation of Benefits.  No right or benefit provided under this Plan (including the Program) is subject to transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or charge by the Participant, except upon his death to a named Beneficiary as provided in this Plan (including the Program).  If any Participant or any Beneficiary becomes bankrupt or attempts to anticipate, alienate, sell, assign, pledge, encumber or charge any right or benefit under this Plan (including the Program), that right or benefit shall, in the discretion of the Administrative Committee, be forfeited.  In that event, the Administrative Committee may have the Company hold or apply the right or benefit or any part of it to the benefit of the Participant or Beneficiary, his or her spouse, children or other

38

dependents or any of them in any manner and in any proportion the Administrative Committee believes to be proper in its sole and absolute discretion, but is not required to do so.

12.6    Reliance upon InformationThe Administrative Committee shall not be liable for any decision or action taken in good faith in connection with the administration of this Plan (including the Program).  Without limiting the generality of the foregoing, any decision or action taken by the Administrative Committee when it relies upon information supplied it by any officer of the Company, the Company’s legal counsel, the Company’s actuary, the Company’s independent accountants or other advisors in connection with the administration of this Plan (including the Program) shall be deemed to have been taken in good faith.

12.7    Amendment Applicable to Active Participants Only Unless it Provides Otherwise.  No benefit which has accrued to any Participant who has died, retired, become disabled or separated or who is a Frozen Participant prior to the execution of an amendment shall be changed in amount or subject to any adjustment provided in that amendment unless the amendment specifically provides that it shall apply to those persons and it does not have the effect of reducing those persons Vested Accrued Benefit as then fixed without their consent.

12.8    Severability.  If any term, provision, covenant or condition of this Plan (including the Program) is held to be invalid, void or otherwise unenforceable, the rest of this Plan (including the Program) shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

12.9    Notice.  Any notice or filing required or permitted to be given to the Administrative Committee or a Participant shall be sufficient if in writing and hand delivered or sent by U.S. mail to the principal office of the Company or to the residential mailing address of the Participant.  Notice shall be deemed to be given as of the date of hand delivery or if delivery is by mail, as of the date shown on the postmark.

12.10    Gender and Number  If the context requires it, words of one gender when used in this Plan (including the Program) shall include the other genders, and words used in the singular or plural shall include the other.

12.11    Governing Law The Plan (including the Program) shall be governed by the laws of the State of Delaware except to the extent such laws are pre-empted by federal law.  The Participant and the Company agree that subject to the provisions of Sections 7.6(a) through 7.6(c), the sole and exclusive jurisdiction for any dispute under this Plan (including the Program) shall lie in the United States District Court for the Southern District of Texas, and the parties hereby waive any jurisdictional or venue-related defense to litigating at this forum.

12.12    Effective Date. The Supplemental Executive Retirement Plan was originally effective as of July 3, 1988.  This Eleventh Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan is effective as of June 29, 2012.

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12.13    Compliance with Section 409A.  This Plan (including the Program) is intended to comply with Section 409A of the Code in both form and operation, and any ambiguities herein shall be interpreted, to the extent possible, in a manner that complies with Section 409A.

IN WITNESS WHEREOF, Sysco has executed this document on this November 14, 2012.

SYSCO CORPORATION

By:/s/ Russell T. Libby

Name:Russell T. Libby

Title:Sr. Vice President, General Counsel and Corporate Secretary

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APPENDIX I

TO THE

SYSCO CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

THIRD AMENDED AND RESTATED

SYSCO CORPORATION

MIP RETIREMENT PROGRAM

Effective December 31, 2012

TABLE OF CONTENTS

Page

ARTICLE IDEFINITIONS.....................................................................................................................................................- 2 -

ARTICLE IIELIGIBILITY & CONTINUED PARTICIPATION...................................................................................-  8  -

2.1Eligibility................................................................................................................................................................................-  8  -

2.2Benefits upon Re-Employment..................................................................................................................................-  8  -

ARTICLE IIIVESTING............................................................................................................................................................-  9  -

ARTICLE IVACCRUED BENEFIT & RETIREMENT BENEFIT...........................................................................- 10  -

4.1Definitions..........................................................................................................................................................................- 10  -

4.2Accrued Benefit...............................................................................................................................................................- 11  -

4.3Vested Accrued Benefit...............................................................................................................................................- 11  -

4.4Retirement Benefit.........................................................................................................................................................- 11  -

4.5Form of Payment...........................................................................................................................................................- 11  -

4.6Administrative Delay....................................................................................................................................................- 11  -

4.7Delay of Payments under Section 409A of the Code..................................................................................- 11  -

ARTICLE VFROZEN PARTICIPATION......................................................................................................................- 13  -

5.1In General...........................................................................................................................................................................- 13  -

5.2Frozen Participation.......................................................................................................................................................- 13  -

ARTICLE VIDEATH BENEFIT.........................................................................................................................................- 14  -

6.1Definitions..........................................................................................................................................................................- 14  -

6.2Death of Active Participant after Age 55............................................................................................................- 14  -

6.3Death of Frozen Participant.......................................................................................................................................- 14  -

6.4Death of Vested Terminated Participant..............................................................................................................- 15  -

6.5Death of Retired Participant before or after Commencement of Benefits.........................................- 15  -

6.6Administrative Delay....................................................................................................................................................- 16  -

6.7Beneficiary Designation for Ten (10) Year Certain Period..........................................................................- 16  -

ARTICLE VIIPROVISIONS RELATING TO ALL BENEFITS.............................................................................- 17  -

7.1Effect of this Article.....................................................................................................................................................- 17  -

7.2Termination of Employment......................................................................................................................................- 17  -

7.3Forfeiture for Cause.....................................................................................................................................................- 17  -

7.4Forfeiture for Competition..........................................................................................................................................- 17  -

7.5Restrictions on any Portion of Total Payments Determined to be Excess

Parachute Payments..................................................................................................................................................-  18  -

7.6Claims Procedure...........................................................................................................................................................-  19  -

7.7Compensation Committee Decisions....................................................................................................................- 19 -

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ARTICLE VIIIADMINISTRATION...................................................................................................................................- 21  -

8.1Administrative Committee Appointment..............................................................................................................- 21  -

8.2Administrative Committee Organization and Voting.......................................................................................- 21  -

8.3Powers of the Administrative Committee...........................................................................................................- 21  -

8.4Committee Discretion...................................................................................................................................................- 21  -

8.5Reimbursement of Expenses...................................................................................................................................- 22  -

8.6Indemnification................................................................................................................................................................- 22  -

ARTICLE IXADOPTION BY SUBSIDIARIES...........................................................................................................- 23  -

9.1Procedure for and Status after Adoption.............................................................................................................- 23  -

9.2Termination of Participation by Adopting Subsidiary.....................................................................................- 23  -

ARTICLE XAMENDMENT AND/OR TERMINATION.............................................................................................- 24  -

10.1Amendment or Termination of this Program....................................................................................................- 24  -

10.2No Retroactive Effect on Awarded Benefits..................................................................................................- 24  -

10.3Effect of Termination.................................................................................................................................................- 24  -

ARTICLE XIFUNDING........................................................................................................................................................- 26  -

11.1Payments Under the Plan (including this Program) are the Obligation

of the Company.......................................................................................................................................................- 26  -

11.2The Plan (including this Program) May Be Funded Through the Trust.................................................- 26  -

11.3Reversion of Excess Assets.................................................................................................................................- 26  -

11.4Participants Must Rely Only on General Credit of the Company.........................................................- 26  -

11.5Funding of Benefits for Participants Subject to Canadian Income Tax

Laws is Prohibited....................................................................................................................................................- 26  -

ARTICLE XIIMISCELLANEOUS.....................................................................................................................................- 27  -

12.1Responsibility for Distributions and Withholding of Taxes.......................................................................- 27  -

12.2Limitation of Rights.....................................................................................................................................................- 27  -

12.3Benefits Dependent Upon Compliance with Certain Covenants...........................................................- 27  -

12.4Distributions to Incompetents or Minors............................................................................................................- 27  -

12.5Nonalienation of Benefits.........................................................................................................................................- 27  -

12.6Reliance upon Information.......................................................................................................................................- 27  -

12.7Amendment Applicable to Active Participants Only Unless it Provides

Otherwise.....................................................................................................................................................................- 27  -

12.8Severability.....................................................................................................................................................................- 28  -

12.9Notice................................................................................................................................................................................- 28  -

12.10Gender and Number...................................................................................................................................................- 28  -

12.11Governing Law...............................................................................................................................................................- 28  -

12.12Effective Date...............................................................................................................................................................- 28  -

12.13Compliance with Section 409A...............................................................................................................................- 28  -

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THIRD AMENDED AND RESTATED
SYSCO CORPORATION
MIP RETIREMENT PROGRAM

WHEREAS, Sysco Corporation (“Sysco”) sponsors and maintains the Supplemental Executive Retirement Plan (the “SERP”) to provide a select group of management or highly compensated employees within the meaning of Sections 201, 301 and 401 of ERISA (and therefore exempt from the requirements of Parts 2, 3 and 4 of Title I of ERISA as a “top hat” plan and eligible for the alternative method of compliance for reporting and disclosure which is available for such plans), a supplement to their retirement pay so as to retain their loyalty and to offer a further incentive to them to maintain and increase their standard of performance;

WHEREAS, generally effective as of August 27, 2010, the Compensation Committee of the Board of Directors (the “Compensation Committee”) amended and restated the SERP to, among other things, adopt the Second Amended and Restated Sysco Corporation MIP Retirement Program (the “Current Program”), which is attached as Appendix I to the Tenth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan (the “Current Plan”);

WHEREAS, pursuant to Section 10.1 of the Current Plan, the Compensation Committee  may amend the Current Plan (including the Current Program) by an instrument in writing;

WHEREAS, pursuant to Section 3.2 of the Current Plan, the Compensation Committee may accelerate vesting of a participants accrued benefit;

WHEREAS, the Compensation Committee has determined that it is in the best interests of Sysco and its stockholders to amend the Current Plan to amend  and restate the Current Program to (i) freeze the accrual of benefits under the Current Program effective December 31, 2012; (ii) provide that the accrued benefits of participants in the Current Program will be 100% vested effective December 31, 2012; and (iii) to make such other changes to the Current Program to implement the changes in (i) and (ii) above, and to ease administration of the Current Progam.

NOW, THEREFORE, Sysco hereby adopts this Third Amended and Restated Sysco Corporation MIP Retirement Program, effective as of December 31, 2012 (the “Effective Date”), as follows:

ARTICLE I

DEFINITIONS

1.1401(k) Plan.  “401(k) Plan” means the Sysco Corporation Employees 401(k) Plan, a defined contribution plan qualified under Section 401(a) of the Code, any U.S. tax-qualified defined contribution plan successor thereto and any other such plan sponsored by Sysco or a Subsidiary.

1.2Accrued Benefit. “Accrued Benefit” shall have the meaning set forth in Section 4.2 of this Program.

1.3Active Participant.  “Active Participant” means a Participant in the employ of the Company who as of December 31, 2012, was not a Frozen Participant. A Participant who was an Active Participant as of December 31, 2012, shall for all purposes of this Program be treated as an Active Participant from and after the Effective Date.

1.4Actuarial Equivalence or Actuarially Equivalent.  “Actuarial Equivalence” shall be determined on the basis of the mortality and interest rate assumptions used in computing annuity benefits under the Pension Plan.  If there is no Pension Plan in effect at the time any such determination is made, the actuarial assumptions to be used shall be selected by an actuarial firm chosen by the Administrative Committee.  Such actuarial firm shall select such actuarial assumptions as would be appropriate for the Pension Plan if the Pension Plan had remained in existence with its last participant census.  “Actuarially Equivalent” means equality in value of the aggregate amounts expected to be received under different forms of payment based on the mortality and interest rate assumptions specified for purposes of Actuarial Equivalence. 

1.5Administrative Committee.  “Administrative Committee” means the committee administering the Plan (including this Program).

1.6Affiliate.  “Affiliate” means any entity with respect to which Sysco beneficially owns, directly or indirectly, at least 50% of the total voting power of the interests of such entity and at least 50% of the total value of the interests of such entity.

1.7Annual Compensation Limit. “Annual Compensation Limit” shall have the meaning set forth in Section 4.1(a) of this Program.

1.8Annuity.  “Annuity” means a monthly annuity for the life of the Participant with a ten (10) year certain period.  Except as provided in Section 4.5 of this Program, a Participant’s Vested Accrued Benefit and Retirement Benefit are expressed in the form of an Annuity. 

1.9Beneficiary.  “Beneficiary” means a person or entity designated by the Participant under the terms of this Program to receive any amounts distributed under this Program upon the death of the Participant. 

1.10Benefit Commencement Date. “Benefit Commencement Date” means the first date the Participant’s benefits are payable under Section 4.1(d) of this Program, without regard to any delay under either Section 4.6 or Section 4.7 of this Program.   

1.11Board of Directors.  “Board of Directors” means the Board of Directors of Sysco.

1.12Change of Control.  “Change of Control” means the occurrence of one or more of the following events:

(a)        The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Act) of 20% or more of either (i) the then-outstanding shares of Sysco common stock (the “Outstanding Sysco Common Stock”) or (ii) the combined voting power of the then-outstanding voting securities of Sysco entitled to vote generally in the election of directors (the “Outstanding Sysco Voting Securities”);

2

provided, however, that the following acquisitions shall not constitute a Change of Control:  (1) any acquisition directly from Sysco, (2) any acquisition by Sysco, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Sysco or any Affiliate, or (4) any acquisition by any corporation pursuant to a transaction that complies with Sections (c)(i), (c)(ii) and (c)(iii), below;

(b)        Individuals who, as of July 1, 2012, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to July 1, 2012 whose election, or nomination for election by Sysco’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 of Directors;

(c)        Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Sysco or any of its Affiliates, a sale or other disposition of all or substantially all of the assets of Sysco, or the acquisition of assets or stock of another entity by Sysco or any of its Affiliates (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Sysco Common Stock and the Outstanding Sysco 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 Sysco or all or substantially all of Sysco’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Sysco Common Stock and the Outstanding Sysco Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Sysco 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 (iii) 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 of Directors providing for such Business Combination; or

(d)        Approval by the stockholders of Sysco of a complete liquidation or dissolution of Sysco.

1.13Change of Control Period. “Change of Control Period” shall have the meaning set forth in Section 7.3(d) of this Program.

1.14Code.  “Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.15Company.  “Company” means Sysco and any Subsidiary other than a Non-Participating Subsidiary. 

1.16Compensation.  “Compensation” shall have the meaning set forth in Section 4.1(b) of this Program.

1.17Compensation Committee.  “Compensation Committee” means the Compensation Committee of the Board of Directors.

1.18Death Benefit Eligible Earnings.  “Death Benefit Eligible Earnings” shall have the meaning set forth in Section 6.1(a) of this Program.

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1.19Deferred Retirement Benefit.  “Deferred Retirement Benefit” shall have the meaning set forth in Section 4.1(d) of this Program.

1.20Determination Date.  “Determination Date” means the date as of which a Participant’s Accrued Benefit and Vested Accrued Benefit are calculated.  The Determination Date for determining a Participant’s Accrued Benefit under Article IV of this Program shall be December 31, 2012.  The Determination Date for determining a Participant’s Vested Accrued Benefit shall be the date of the Participant’s death, Retirement or Vested Separation from Sysco and its Subsidiaries.

1.21EDCP.  “EDCP” means the Sysco Corporation Executive Deferred Compensation Plan, as it may be amended from time to time and any successor plan thereto.

1.22Effective Date. “Effective Date” shall have the meaning set forth in the Recitals.

1.23Eligible Earnings.  “Eligible Earnings” shall have the meaning set forth in Section 4.1© of this Program.

1.24ERISA.  “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. 

1.25Executive Officer.  “Executive Officer” means each of Sysco’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice Presidents, Senior Vice Presidents or any other officers designated as “officers” for purposes of Section 16 of the Securities Act.

1.26Executive Retirement Plans. “Executive Retirement Plans” means, collectively, this Program, the Plan, the Management Savings Plan, the EDCP and the Canadian Executive Capital Accumulation Plan, and such other non-qualified deferred compensation arrangements sponsored by Sysco or a Subsidiary as determined by the Compensation Committee.

1.27For Cause Event.  “For Cause Event” shall have the meaning set forth in Section 7.3(a) of this Program.

1.28Frozen Participant.  “Frozen Participant” means a Participant in the employ of the Company as of December 31, 2012, whose participation in this Program was frozen on or before December 31, 2012 because (i) he ceased to be an MIP participant; (ii) he transferred to a Non-Participating Subsidiary; or (iii) his income became subject to foreign income tax laws.  A Participant who was a Frozen Participant as of December 31, 2012, shall for all purposes of this Program be treated as a Frozen Participant from and after the Effective Date.

1.29Joint and Survivor Annuity.  “Joint and Survivor Annuity” means a joint and two-thirds survivor monthly annuity with a ten (10) year certain period that is the Actuarial Equivalent of an Annuity.  This annuity is payable during the joint lives of the Participant and his spouse, and a monthly annuity shall continue for the life of the survivor in an amount equal to two-thirds of the monthly amount provided during their joint lives.  Notwithstanding the above, during the ten (10) year certain period,  there shall be no reduction in the amount of such payment regardless of the death of either or both the Participant and his spouse. 

1.30Management Incentive Plan or MIP.  “Management Incentive Plan” or “MIP” means the Sysco Corporation 2005 Management Incentive Plan, as amended and restated, and the Sysco Corporation 2009 Management Incentive Plan, as each may be amended from time to time, and any successor plans thereto. 

1.31Management Savings Plan or MSP.  “Management Savings Plan” or “MSP” means the Sysco Corporation Management Savings Plan as it may be amended from time to time and any successor plan thereto.

1.32Minimum Vested Accrued Benefit.  “Minimum Vested Accrued Benefit” shall have the meaning set forth in Section 10.2(a) of this Program.

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1.33MIP Bonus.  “MIP Bonus” means all or a portion of the bonus payable to the Participant under the MIP, other than MIP Additional Bonuses (as defined in the MIP), or any amounts payable to the Participant as a substitute for or in lieu of such Participant’s MIP bonus for a fiscal year (but excluding any amounts paid as a substitute for or in lieu of such MIP bonus pursuant to a severance agreement or other arrangement providing for post-termination benefits, unless otherwise determined by the Compensation Committee).

1.34Non-Participating Subsidiary.  “Non-Participating Subsidiary” means a Subsidiary that has not adopted this Program pursuant to Article IX of this Program.

1.35Normal Retirement Date.  “Normal Retirement Date” shall have the meaning set forth in Section 4.1(e) of this Program.

1.36Participant.  “Participant” means an employee of a Company who is eligible for and is participating in this Program and any other current or former employee of Sysco and its Subsidiaries who is entitled to a benefit under this Program. Unless otherwise specified herein, references to a Participant or Participants shall include both Active Participants and Frozen Participants.

1.37Pension Plan.  “Pension Plan” means the Sysco Corporation Retirement Plan, a defined benefit plan qualified under Section 401(a) of the Code, and any U.S. tax-qualified defined benefit pension plan successor thereto.

1.38Plan.  “Plan” means the Tenth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, as it may be amended from time to time.  Unless otherwise specified herein, references herein to the Plan shall refer to the Supplemental Executive Retirement Plan only and not this Program.

1.39Plan Year.  “Plan Year” means the period that coincides with the fiscal year of Sysco.  Sysco has a 52/53 week fiscal year beginning on the Sunday next following the Saturday closest to June 30^th of each calendar year.

1.40Program.  “Program” means this Third Amended and Restated Sysco Corporation MIP Retirement Program, which constitutes Appendix I to the Tenth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, as it may be amended from time to time.

1.41Retired Participant.  “Retired Participant” shall have the meaning set forth in Section 6.1(b) of this Program.

1.42Retirement.  “Retirement” shall have the meaning set forth in Section 4.1(f) of this Program.

1.43Retirement Benefit.  “Retirement Benefit” shall have the meaning set forth in Section 4.1(g) of this Program.

1.44Section 125 Cafeteria Plan.  “Section 125 Cafeteria Plan” means the Sysco Corporation Pretax Premium and Reimbursement Account Plan, a “cafeteria plan” qualified under Section 125 of the Code, any successor plan thereto and any other such plan maintained by Sysco or a Subsidiary.

1.45Section 409A.  “Section 409A” means Section 409A of the Code. References herein to “Section 409A” shall also include any regulatory and other interpretive guidance promulgated by the U.S. Treasury Department, including the U.S. Treasury Regulations, or the U.S. Internal Revenue Service under Section 409A of the Code.

1.46Securities Act.  “Securities Act” means the Securities Exchange Act of 1934, as amended from time to time.

1.47Separation from Service.  “Separation from Service” means a “separation from service” within the meaning of Section 409A. A Participant shall have experienced a “separation from service” as a result of a

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termination of employment if the level of bona fide services performed by the Participant for Sysco or a Subsidiary decreases to a level equal to twenty-five percent (25%) or less of the average level of services performed by the Participant during the immediately preceding thirty-six (36) month period, taking into account any periods of performance excluded by Section 409A. 

1.48Specified Employee.  “Specified Employee” means a “specified employee” as defined in Section 409A (a)(2)(B)(i) of the Code.  By way of clarification, a “specified employee” means a “key employee” (as defined in Section 416(i) of the Code, disregarding Section 416(i)(5) of the Code) of the Company.  A Participant shall be treated as a key employee if he meets the requirements of Section 416(i)(1)(A)(i), (ii), or (iii) of the Code (applied in accordance with the Treasury Regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the twelve (12) month period ending on an Identification Date (as defined below).  If a Participant is a key employee as of an Identification Date, he shall be treated as a Specified Employee for the twelve (12) month period beginning on the first day of the fourth month following such Identification Date.  For purposes of any “Specified Employee” determination hereunder, the “Identification Date” shall mean December 31.  The Compensation Committee may in its discretion amend the Plan (including this Program) to change the Identification Date, provided that any change to the Plan’s (including this Program’s) Identification Date shall not take effect for at least twelve (12) months after the date of the Plan (including this Program) amendment authorizing such change.

1.49Subsidiary.  “Subsidiary” means (a) any corporation which is a member of a “controlled group of corporations” which includes Sysco, as defined in Section 414(b) of the Code, (b) any trade or business under “common control” with Sysco, as defined in Section 414(c) of the Code, (c) any organization which is a member of an “affiliated service group” which includes Sysco, as defined in Section 414(m) of the Code, (d) any other entity required to be aggregated with Sysco pursuant to Section 414(o) of the Code, and (e) any other organization or employment location designated as a “Subsidiary” by resolution of the Board of Directors.

1.50Sysco.  “Sysco” means Sysco Corporation, the sponsor of the Plan (including this Program).

1.51Sysco Service.  “Sysco Service” means service with Sysco and its Subsidiaries (including pre-acquisition service) for which a Participant is awarded “credited service” under the Pension Plan for vesting purposes or would have been awarded credited service under the Pension Plan for vesting purposes if the Participant were covered under the Pension Plan.

1.52Three-Year Final Average Compensation. “Three-Year Final Average Compensation” shall have the meaning set forth in Section 6.1(c) of this Program.

1.53Total Payments.  “Total Payments” means all payments or benefits, including any accelerated vesting or payment of such benefits, received or to be received by a Participant in connection with a “change of control” (within the meaning of Section 280G of the Code) of Sysco under the terms of the Executive Retirement Plans or any other non-qualified deferred compensation arrangement sponsored by Sysco or any Subsidiary (or any company for which the Participant worked that was acquired by Sysco or a Subsidiary), and in connection with a change of control of Sysco under the terms of any stock incentive plan, mid-term or long-term incentive cash plan, or any other plan, arrangement or agreement with the Company, its successors, any person whose actions result in a change of control or any person affiliated with the Company or who as a result of the completion of transactions causing a change of control become affiliated with the Company within the meaning of Section 1504 of the Code, taken collectively.

1.54Trust. “Trust” shall mean the trust established pursuant to the Trust Agreement.

1.55Trust Agreement. “Trust Agreement” shall mean the Third Amended and Restated Grantor Trust under the Sysco Corporation Supplemental Executive Retirement Plan, as may be further amended and/or restated from time to time.

1.56Trustee. “Trustee” shall mean the trustee as defined in the Trust Agreement.

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1.57Vested Accrued Benefit.  “Vested Accrued Benefit” shall have the meaning set forth in Section 4.3 of this Program.

1.58Vested Percentage.  “Vested Percentage” shall mean the Participant’s vested percentage determined in accordance with Article III of this Program.

1.59Vested Separated Participant.  “Vested Separated Participant” shall have the meaning set forth in Section 6.1(d) of this Program.

1.60Vested Separation.  “Vested Separation” shall have the meaning set forth in Section 4.1(h) of this Program.

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ARTICLE II

ELIGIBILITY & CONTINUED PARTICIPATION

2.1Eligibility.   Those individuals who were Participants in the Current Program as of December 31, 2012, shall be eligible to participate in this Program.

2.2Benefits upon Re-Employment.  If a Retired or Vested Separated Participant is subsequently re-employed by Sysco or an Affiliate, the re-employed Participant’s status shall remain that of a Retired or Vested Separated Participant for all purposes under this Program and distributions to such Participant shall commence as provided under Section 4.4 without regard to his re-employment or, in the case of a Retired or Vested Separated Participant who is receiving distributions from this Program as of his re-employment date, such payments shall continue unchanged during his period of re-employment. 

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ARTICLE III

VESTING

Subject to Section 7.5, effective as of December 31, 2012, all Active Participants and Frozen Participants shall be 100% vested in their Accrued Benefit. If a Participant’s Vested Percentage is reduced by reason of Section 7.5, no additional vesting credit shall be awarded to such Participant under this Program.

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ARTICLE IV

ACCRUED BENEFIT & RETIREMENT BENEFIT

4.1Definitions.  The following definitions are used in this Article IV:

(a)        Annual Compensation Limit.  “Annual Compensation Limit” means the annual compensation limit under Section 401(a)(17) of the Code and as described under Sections 1.06(d) and (e) of the Pension Plan.

(b)        Compensation.  “Compensation” means the following:

(i)        For a calendar year prior to the calendar year in which a Participant first becomes a MIP participant, the Participant’s “eligible earnings,” as such term is defined in the Pension Plan without regard to the Annual Compensation Limit.

(ii)        For a calendar year during which the Participant was, at any time, a MIP participant, the sum of the Participant’s:

(A)        base salary actually paid to the Participant during such calendar year, and  including any base salary deferred under any of the following: (x) the 401(k) Plan, (y) the Section 125 Cafeteria Plan, and (z) the EDCP; and

(B)        the MIP Bonus earned by the Participant with respect to the fiscal year of Sysco ending in any such calendar year, without regard to whether or not such MIP Bonus was deferred under the EDCP; provided, however, the amount of the MIP Bonus included as Compensation for any calendar year shall not exceed 150% of the Participant’s rate of base salary in effect on the last day of the fiscal year for which such MIP Bonus was payable.

(iii)        Notwithstanding the foregoing, Compensation shall be disregarded, as applicable, for periods:

(A)        prior to July 2, 1989;

(B)        after December 31, 2012;

(C)        prior to the Participant’s first date of hire by Sysco or its Subsidiaries or, if later, the date of acquisition by Sysco of a Subsidiary for which the Participant then worked;

(D)        during which a Participant was a Frozen Participant; and

(E)        for which Sysco Service was forfeited under the Pension Plan following a period of severance.

(c)        Eligible Earnings.  “Eligible Earnings” means the aggregate of the excess of a Participant’s Compensation for each calendar year during the period such Participant was accruing benefits under this Program over the Annual Compensation Limit with respect to each such calendar year; provided, however, such Annual Compensation Limit shall be ignored for periods during which the Participant did not accrue benefits under the Pension Plan and provided, further, the Annual Compensation Limit shall be prorated for any short plan year under the Pension Plan.

(d)        Benefit Commencement Date.  “Benefit Commencement Date” means the first day of the month coinciding with or next following the date determined as follows: (i) if the Participant has at least ten (10)

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years of Sysco Service as of the Participant’s actual Retirement or Vested Separation date, the later of age fifty-five (55) or the Participant’s actual Retirement or Vested Separation date; or (ii) the later of age sixty-five (65) or the Participant’s actual Retirement or Vested Separation date.  If a Participant’s Benefit Commencement Date is other than the first day of the month coinciding with or next following the Participant’s actual Retirement or Vested Separation date such Participant’s Retirement Benefit shall be referred to herein as a “Deferred Retirement Benefit.”

(e)        Normal Retirement Date.  “Normal Retirement Date” means the first day of the month coincident with or next following the Participant’s sixty-fifth (65th) birthday or actual Retirement date, whichever is later.

(f)        Retirement.  “Retirement” means the Participant’s Separation from Service from Sysco or its Subsidiaries other than for death, provided that at the time of such Separation from Service, the Participant is (i) at least age fifty-five (55) and has at least ten (10) years of Sysco Service; or (ii) at least age sixty-five (65).

(g)        Retirement Benefit.  “Retirement Benefit” means the benefit paid to a Participant, at the time(s) and in the amount determined under this Article IV, as a result of a Participant’s Retirement or Vested Separation.

(h)        Vested Separation.  “Vested Separation” means the Participant’s Separation from Service from Sysco or its Subsidiaries, other than upon Retirement or death, if, at the time of the Participant’s Separation from Service the Participant has a Vested Accrued Benefit.

4.2Accrued Benefit.  “Accrued Benefit” means, as of the Determination Date, a monthly benefit payable as of the Participant’s Normal Retirement Date equal to (a) one and one-half percent (1.5%) times the Participant’s Eligible Earnings, divided by (b) twelve (12).

4.3Vested Accrued Benefit.  “Vested Accrued Benefit” means, as of the Determination Date, the Participant’s Vested Percentage multiplied by his Accrued Benefit.

4.4Retirement Benefit.  Subject to Sections 4.6 and 4.7, a Participant shall be entitled to his Vested Accrued Benefit commencing on his Benefit Commencement Date; provided, however, the Vested Accrued Benefit will be reduced by 5/9ths of one percent (1%) for each of the first sixty (60) calendar months and 5/18ths of one percent (1%) for each of the next sixty (60) calendar months by which the Benefit Commencement Date precedes the Participant’s Normal Retirement Date.

4.5Form of Payment.  If, at the time a Participant first became eligible to participate in the Program, the Participant was: (i) not married, the Retirement Benefit will be paid in the form of an Annuity; or (ii) married, the Retirement Benefit will be paid in the form of a Joint and Survivor Annuity which is Actuarially Equivalent to the Annuity.  Notwithstanding the foregoing, at any time after a Participant’s Separation from Service but prior to the time the first monthly annuity payment has been made to the Participant under this Program, the Administrative Committee may change the form of payment of a Participant’s Retirement Benefit between an Annuity and a Joint and Survivor Annuity based upon the marital status of such Participant as of the date of such change, and such change shall become immediately effective; provided that such change shall become effective only if the Administrative Committee determines that the Annuity and Joint and Survivor Annuity are “actuarially equivalent life annuities” within the meaning of Section 409A.

4.6Administrative Delay.  Except as required under Section 4.7, payment of the Participant’s Retirement Benefit under Section 4.4 shall begin on the Benefit Commencement Date or the first day of the month as soon as administratively practicable thereafter but in no event later than the last day of the taxable year in which the Benefit Commencement Date occurs, or if later within two and one-half (2½) months of the Benefit Commencement Date, unless an exception under Section 409A applies.  The aggregate amount of any delayed payments, without interest, shall be paid to the Participant on such delayed commencement date.

4.7Delay of Payments under Section 409A of the Code.  Notwithstanding anything to the contrary contained herein, the distribution of a Retirement Benefit under Section 4.4 to a Participant who is a Specified

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Employee shall not commence earlier than the date that is six (6) months after the date of such Participant’s Retirement or Vested Separation if such earlier commencement would result in the imposition of the excise tax under Section 409A.  If distributions to a Participant are so delayed, such distributions shall commence at the later of (a) the first day of the month coincident with or next following the date that is six (6) months after the Participant’s Retirement or Vested Separation; or (b) the Participant’s Benefit Commencement Date.  If a Participant’s distributions are delayed by reason of clause (a), above, the aggregate amount of any such delayed payments, together with interest on such delayed payments (calculated using the interest rate used for determining Actuarial Equivalence), shall be paid to the Participant on such delayed commencement date.

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ARTICLE V

FROZEN PARTICIPATION

5.1In General.  This Article V provides special rules that apply to a Participant who is a Frozen Participant.  To the extent that this Article V or other provisions of this Program do not otherwise specify, such Participant shall be treated as any other Participant to the extent necessary to implement this Article V.

5.2Frozen Participation.

(a)        Sysco Service and Age Credit.  During the period of time during which his participation is frozen, a Frozen Participant shall continue to be awarded Sysco Service and age credit.

(b)        Eligible Earnings.  A Participant’s Compensation during the period that such Participant was a Frozen Participant shall not be included in the calculation of such Participant’s Eligible Earnings.

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ARTICLE VI

DEATH BENEFIT

6.1Definitions.  The following definitions are used in this Article VI:

(a)        Death Benefit Eligible Earnings. “Death Benefit Eligible Earnings” for a Plan Year shall mean the sum of (i) the annual rate of the Participant’s base salary as of his last day of employment during the applicable Plan Year, and (ii) the cash bonus earned by the Participant under the MIP, other than MIP Additional Bonuses (as defined in the MIP), with respect to such Plan Year, without regard to whether or not such MIP bonus was deferred under the EDCP.

(b)        Retired Participant.  “Retired Participant” means a Participant (i) whose Benefit Commencement Date has occurred but who has not yet received his first benefit payment hereunder or (ii) who is receiving benefit payments hereunder.

(c)        Three-Year Final Average Compensation. “Three-Year Final Average Compensation” means the annual average of the Participant’s Death Benefit Eligible Earnings for the three (3) Plan Years (excluding those Plan Years in which the Participant does not have any Death Benefit Eligible Earnings) ending immediately before June 30, 2013.  Unless otherwise provided herein, the Plan Year in which the Participant was originally hired shall be disregarded if he was hired after the first business day of such Plan Year.  Similarly, the Plan Year in which death occurs shall be disregarded if death occurs before the last business day of such Plan Year.  If the Participant does not have three (3) Plan Years of Death Benefit Eligible Earnings, the Participant’s Three-Year Final Average Compensation shall be based on the annual average of Death Benefit Eligible Earnings for the available Plan Years ending immediately before June 30, 2013.  If all Plan Years have been excluded (i.e. there are no “available” Plan Years), Three-Year Final Average Compensation shall mean the Participant’s Death Benefit Eligible Earnings in the Plan Year ending June 29, 2013.

(d)        Vested Separated Participant. “Vested Separated Participant” means a Participant who is entitled to a Deferred Retirement Benefit and whose Benefit Commencement Date has not occurred.

6.2Death of an Active Participant.  If an Active Participant dies while in the employ of Sysco or a Subsidiary, such Participant’s spouse or other Beneficiary shall be entitled to a monthly annuity payable for life with a ten (10) year certain period commencing on the first day of the month coincident with or next following the Participant’s death.   Such monthly annuity shall be Actuarially Equivalent to the greater of the Actuarially Equivalent single-sum value of: (i) an annual payment equal to 25% of the Participant’s Three-Year Final Average Compensation payable for ten (10) years certain, or (ii) the Participant’s Vested Accrued Benefit as of his date of death, reduced for the period by which the first payment of the death benefit precedes the Participant’s Normal Retirement Date by 5/9ths of one percent (1%) for each of the first sixty (60) calendar months, 5/18ths of one percent (1%) for each of the next sixty (60) calendar months and actuarially thereafter (using the assumptions for Actuarial Equivalence).

6.3Death of Frozen Participant.  If a Frozen Participant dies while in the employ of Sysco or a Subsidiary, the Frozen Participant’s spouse or other Beneficiary shall be entitled to a monthly annuity payable for life with a ten (10) year certain period commencing on the first day of the month coincident with or next following the Frozen Participant’s death.  Such monthly annuity shall be Actuarially Equivalent to the single sum value of the survivor’s benefit that would have been payable to the Participant’s spouse or other Beneficiary if the Participant had begun receiving a hypothetical retirement benefit on his date of death.  The amount of such hypothetical retirement benefit shall equal the Participant’s Vested Accrued Benefit as of his date of death, reduced, for the period by which the first payment of the death benefit precedes the Participant’s Normal Retirement Date, by 5/9ths of one percent (1%) for each of the first sixty (60) calendar months, 5/18ths of one percent (1%) for each of the next sixty (60) calendar months and actuarially thereafter (using the assumptions for Actuarial Equivalence), adjusted, as applicable, to take into account the form of payment of such Participant’s Retirement Benefit under Section 4.5 of this Program. For purposes of determining the amount of the survivor’s benefit under this Section 6.3, if a Participant’s Retirement Benefit was to be paid in the form of a Joint and Survivor Annuity, and the Participant

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designated a Beneficiary other than his spouse, his Beneficiary shall be substituted for the Participant’s “spouse” for purposes of conversion to a Joint and Survivor Annuity.

6.4Death of Vested Separated Participant. Upon the death of a Vested Separated Participant such Participant’s spouse or other Beneficiary shall be entitled to a monthly annuity payable for life with a ten (10) year certain period commencing on the first day of the month coincident with or next following the Participant’s death.  Such monthly annuity shall be Actuarially Equivalent to the single sum value of the survivor’s benefit that would have been payable to the Participant’s spouse or other Beneficiary if the Participant had begun receiving a hypothetical retirement benefit on his date of death.  The amount of such hypothetical retirement benefit shall equal the Participant’s Vested Accrued Benefit as of his Retirement or Vested Separation date, reduced, for the period by which the first payment of the death benefit precedes the Participant’s Normal Retirement Date, by 5/9ths of one percent (1%) for each of the first sixty (60) calendar months, 5/18ths of one percent (1%) for each of the next sixty (60) calendar months and actuarially thereafter (using the assumptions for Actuarial Equivalence), adjusted, as applicable, to take into account the form of payment of such Participant’s Retirement Benefit under Section 4.5 of this Program. For purposes of determining the amount of the survivor’s benefit under this Section 6.4, if a Participant’s Retirement Benefit was to be paid in the form of a Joint and Survivor Annuity, and the Participant designated a Beneficiary other than his spouse, his Beneficiary shall be substituted for the Participant’s “spouse” for purposes of conversion to a Joint and Survivor Annuity.

6.5Death of Retired Participant before or after Commencement of Benefits.  If a Retired Participant (a) dies before benefit payments begin or (b) dies after benefit payments begin, any death benefit that may be payable hereunder is a function of the form of payment applicable to such Retired Participant (“Joint and Survivor Annuity” or “Annuity” as provided under Section 4.5 of this Program), as described below:

(a)        Joint and Survivor Annuity. 

(i)        Death of Participant or Spouse during Ten (10) Year Certain Period.  If either the Participant or his spouse (but not both) dies before the first benefit payment or during the ten (10) year certain period following the Benefit Commencement Date, the benefit amount payable during their joint lives shall be paid to the survivor for the balance of the ten (10) year certain period and then two-thirds (2/3rds) of that amount shall be paid to the survivor for life.

(ii)        Death of Both Participant and Spouse during Ten (10) Year Certain Period.  If both the Participant and his spouse die before the first benefit payment or during the ten (10) year certain period following the Benefit Commencement Date, the benefit amount payable during their joint lives shall be paid to the Participant’s Beneficiary for the balance of the ten (10) year certain period.

(iii)        Cessation of Benefits.  No further benefits are payable after the later of (A) the deaths of the Participant and his spouse or (B) the end of the ten (10) year certain period.

(iv)        Spouse.  For purposes of this Section 6.5(a), “spouse” refers to the Participant’s spouse whose birth date was used in the calculation of the Joint and Survivor Annuity, even if the Participant is married to a different individual at the time of the Participant’s death.

(b)        Annuity. 

(i)        Death of Participant during Ten (10) Year Certain Period.  If the Participant dies before the first benefit payment or during the ten (10) year certain period following the Benefit Commencement Date, the benefit amount shall be paid to the Participant’s Beneficiary for the balance of the ten (10) year certain period.

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(ii)        Cessation of Benefits.  No further benefits are payable after the later of (a) the death of the Participant or (b) the end of the ten (10) year certain period.

6.6Administrative Delay.  Death benefits shall commence as of the date set forth in this Article VI or the first day of the month as soon as administratively practicable thereafter but in any event within ninety (90) days of the Participant’s death.  The aggregate amount of any such delayed payments, without interest on such delayed payments, shall be paid to the Beneficiary on such delayed commencement date.

6.7Beneficiary Designation for Ten (10) Year Certain Period.  A Beneficiary designation shall be effective upon receipt by the Administrative Committee of a properly executed form which the Administrative Committee has approved for that purpose, and shall remain in force until revoked or changed by the Participant.  The Participant may, prior to the commencement of benefits under the Plan, from time to time, revoke or change any designation of Beneficiary by filing another approved Beneficiary designation form with the Administrative Committee. 

(a)        Upon entering the Plan, each Participant shall file with the Administrative Committee a designation of one or more Beneficiaries to whom the death benefit provided by Sections 6.2, 6.3, 6.4 and 6.5 of this Program shall be payable.  Any Beneficiary designation by a married Participant who designates any person or entity other than the Participant’s spouse shall be ineffective unless the Participant’s spouse has indicated consent by completing and signing the applicable spousal consent section of the approved Beneficiary designation form.

(b)        Upon Retirement or Vested Separation and prior to commencement of benefits under Article IV of this Program, the Participant shall designate one or more Beneficiaries to receive the remaining period certain payments, which designation shall be made and modified in accordance with the procedures set forth in this Section 6.8.  If the Participant does not designate one or more Beneficiaries to receive the remaining period certain payments, the Beneficiaries designated by the Participant upon entering the Plan shall be the Participant’s Beneficiaries for purposes of the remaining period certain payments.  A spouse of a Participant may not change the Beneficiaries designated by the Participant, including the Beneficiaries to whom the remaining period certain payments may be paid.  Notwithstanding the preceding sentences of this Section 6.8(b), in the case of a Joint and Survivor Annuity, a Beneficiary designation shall have no effect unless (i) the Participant and the Participant’s spouse both die during the ten (10) year certain period and (ii) if the Participant dies during the ten (10) year certain period and the Beneficiaries designated by the Participant have predeceased the Participant or, in the case of an entity, otherwise ceased to exist, the Participant’s surviving spouse who is receiving the survivor benefit under the Joint and Survivor Annuity may designate the Beneficiaries to receive any remaining guaranteed payments if the spouse should die during the ten (10) year certain period.

(c)        If there is no valid Beneficiary designation on file with the Administrative Committee at the time of the Participant’s death, or if all of the Beneficiaries designated in the last Beneficiary designation have predeceased the Participant or, in the case of an entity, otherwise ceased to exist, the Beneficiary shall be the Participant’s spouse, if the spouse survives the Participant, or otherwise the Participant’s estate.  A Beneficiary who is an individual shall be deemed to have predeceased the Participant if the Beneficiary dies within thirty (30) days of the date of the Participant’s death.  If any Beneficiary survives the Participant but dies or, in the case of an entity, otherwise ceases to exist, before receiving all payments due under this Article VI, the balance of the payments that would have been paid to that Beneficiary shall, unless the Participant’s Beneficiary designation provides otherwise, be distributed to the deceased individual Beneficiary’s estate or, in the case of an entity, to the Participant’s spouse, if the spouse survives the Participant, or otherwise to the Participant’s estate.

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ARTICLE VII

PROVISIONS RELATING TO ALL BENEFITS

7.1Effect of this Article.  The provisions of this Article shall control over all other provisions of the Plan (including this Program).

7.2Termination of Employment.  A Participant’s termination of employment for any reason prior to the Participant’s vesting under Article III of this Program shall cause the Participant and all his Beneficiaries to forfeit all interests in and under this Program, other than any death benefit payable to such Participant’s Beneficiaries under Article VI of this Program.

7.3Forfeiture for Cause.

(a)        Forfeiture on Account of Discharge. If the Administrative Committee finds, after full consideration of the facts presented on behalf of Sysco or a Subsidiary and a former Participant, that the Participant was discharged by Sysco or a Subsidiary for: (i) fraud, (ii) embezzlement, (iii) theft, (iv) commission of a felony, (v) proven dishonesty in the course of his employment by Sysco or a Subsidiary which damaged Sysco or a Subsidiary, or (vi) disclosing trade secrets of Sysco or a Subsidiary ((i) through (vi) individually and collectively referred to as a “For Cause Event”), the entire Vested Accrued Benefit of the Participant and/or his Beneficiaries shall be forfeited. 

(b)        Forfeiture after Commencement of Benefits. If the Administrative Committee finds, after full consideration of the facts presented on behalf of Sysco or a Subsidiary and the former Participant, that a former Participant who has begun receiving benefits under the Plan (including this Program) engaged in a For Cause Event during his employment with Sysco or a Subsidiary (even though the Participant was not discharged from Sysco or the Subsidiary for such a For Cause Event), the former Participant’s and/or Beneficiaries’ remaining benefit payments under the Plan (including this Program) shall be forfeited. 

(c)        Administrative Committee Discretion.  The decision of the Administrative Committee as to the existence of a For Cause Event shall be final.  No decision of the Administrative Committee shall affect the finality of the discharge of the Participant by Sysco or the Subsidiary in any manner.

(d)        Special Rule for Change of Control. Notwithstanding the above, the forfeitures created by Sections 7.3(a) and 7.3(b) above shall not apply to a Participant or former Participant who: (i) is discharged during the Plan Year in which a Change of Control occurs, or during the next three (3) succeeding Plan Years following the Plan Year in which a Change of Controls occurs (the “Change of Control Period”) or (ii) during the Change of Control Period is determined by the Administrative Committee to have engaged in a For Cause Event, unless a court reviewing the Administrative Committee’s findings agrees with the Administrative Committee’s determination to apply the forfeiture.

7.4Forfeiture for Competition.  If, at the time a distribution is being made or is to be made to a Participant, the Administrative Committee finds, after full consideration of the facts presented on behalf of Sysco or a Subsidiary and the Participant, that the Participant has engaged in any of the conduct set forth in this Section 7.4, the entire benefit remaining to be paid to the Participant and/or his Beneficiaries shall be forfeited, even though it may have been previously vested under any portion of the Plan (including this Program); provided, however, that this Section 7.4 shall not apply to any Participant whose termination of employment from Sysco or a Subsidiary occurs during a Change of Control Period.  A forfeiture shall occur if, at any time after his termination of employment from Sysco or a Subsidiary and while any remaining benefit is to be paid to the Participant and/or his Beneficiaries under the Plan (including this Program), and without written consent of Sysco’s Chief Executive Officer or General Counsel, the Participant:

(a)        either directly or indirectly owns, operates, manages, controls, or participates in the ownership, management, operation, or control of, or is employed by, or is paid as a consultant or other independent contractor by, a business which competes with any aspect of the business of Sysco or a Subsidiary by which he was formerly employed (as the scope of Sysco’s or such Subsidiary’s business is defined as of the date of Participant’s

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termination of employment) in a trade area served by Sysco or the Subsidiary and in which the Participant directly or indirectly represented Sysco or the Subsidiary while employed by it; and the Participant continues to be so engaged ten (10) days after written notice has been given to him by or on behalf of Sysco or the Subsidiary;

(b)        either directly or indirectly owns, operates, manages, controls, or participates in the ownership, management, operation, or control of, or is employed by, or is paid as a consultant or other independent contractor by, a customer or supplier of Sysco or a Subsidiary by which he was formerly employed and with whom the Participant dealt, either directly or indirectly through the supervision of others, on behalf of Sysco or a Subsidiary by which he was formerly employed; and the Participant continues to be so engaged ten (10) days after written notice has been given to him by or on behalf of Sysco or the Subsidiary;

(c)        on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly employed, directly or indirectly markets, solicits or sells to any actual or prospective customer of Sysco or a Subsidiary by which he was formerly employed and with whom the Participant dealt, either directly or indirectly through the supervision of others, on behalf of Sysco or the Subsidiary by which he was formerly employed; 

(d)        on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly employed, directly or indirectly markets to, solicits or buys from any supplier of Sysco or a Subsidiary by which he was formerly employed and with whom the Participant dealt, either directly or indirectly through the supervision of others, on behalf of Sysco or the Subsidiary by which he was formerly employed; 

(e)        on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly employed, directly or indirectly solicits, offers employment to, hires or otherwise enters into a consulting relationship with any employee of Sysco or any Subsidiary;

(f)        either (i) fails to return to Sysco or the Subsidiary by which he was formerly employed, within ten (10) days of any request issued to the Participant, any and all trade secrets or confidential information or any portion thereof and all materials relating thereto in his possession, or (ii) fails to hold in confidence or reproduces, distributes, transmits, reverse engineers, decompiles, disassembles, or transfers, directly or indirectly, in any form, by any means, or for any purpose, any Sysco or Subsidiary trade secrets or confidential information or any portion thereof or any materials relating thereto; or

(g)        makes any disparaging comments or accusations detrimental to the reputation, business, or business relationships of Sysco (as reasonably determined by Sysco or a Subsidiary), and the Participant fails to retract such comments or accusations within sixty (60) days after written notice demanding such retraction has been provided to him by or on behalf of Sysco or the Subsidiary.

7.5Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments.  If any payment or benefit received or to be received by a Participant in connection with a “change of control” (as defined in Section 280G of the Code and the Treasury Regulations thereunder) of Sysco would either (i) result in such payment or benefit not being deductible, whether in whole or in part, by Sysco or any Subsidiary, as a result of Section 280G of the Code, and/or (ii) result in the Participant being subject to the excise tax imposed under Section 4999 of the Code, then the benefits payable under the Executive Retirement Plans shall be reduced until no portion of the Total Payments is not deductible as a result of Section 280G of the Code (and/or not subject to the excise tax imposed under Section 4999 of the Code) or the benefits payable under the Executive Retirement Plans have been reduced to zero.  If a Participant is entitled to a benefit under more than one (1) of the Executive Retirement Plans, then the reduction shall be applied in the order determined by the Administrative Committee in its sole discretion.  The reduction in benefits payable under this Program, if any, shall be determined by reducing the Vested Percentage of the Participant’s Vested Accrued Benefit. In determining the amount of the reduction, if any, under this Program: (a) no portion of the Total Payments which the Participant has waived in writing prior to the date of the payment of benefits under this Plan shall be taken into account, (b) no portion of the Total Payments which tax counsel, selected by Sysco’s independent auditors and reasonably acceptable to the Participant (“Tax Counsel”), determines not to constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code shall be taken into account (including, without limitation, amounts not treated as a “parachute payment” as a result of the application of Section 280G(b)(4)(A)), (c) no portion of the Total Payments which Tax Counsel, determines to be reasonable compensation for services rendered within the meaning of Section 280G(b)(4)(B) of the Code will be treated as an “excess

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parachute payment” in the manner provided by Section 280G(b)(4)(B), and (d) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by Sysco’s independent auditors in accordance with Sections 280G(d)(3) and (4) of the Code. Notwithstanding anything herein or otherwise to the contrary, the Compensation Committee, may, within its sole discretion and pursuant to an agreement approved by the Compensation Committee, waive application of this Section 7.5, when it determines that specific situations warrant such action.

7.6Claims Procedure.  Any person who believes that he or she is being denied a benefit to which he or she is entitled under the Plan (including this Program) (referred to hereinafter as a “Claimant”) must file a written request for such benefit with the Administrative Committee; provided, however, that any claim involving entitlement to, the amount of or the method or timing of payment of a benefit affected by a Change of Control shall be governed by Section 8.3(d)(i) of this Program.  Such written request must set forth the Claimant’s claim and must be addressed to the Administrative Committee at the Company’s principal office.

(a)        Initial Claims Decision.  The Administrative Committee shall generally provide written notice to the Claimant of its decision within ninety (90) days  after the claim is filed with the Administrative Committee; provided, however, that the Administrative Committee may have up to an additional ninety (90) days  to decide the claim, if the Administrative Committee determines that special circumstances require an extension of time to decide the claim, and the Administrative Committee advises the Claimant in writing of the need for an extension (including an explanation of the special circumstances requiring the extension) and the date on which it expects to decide the claim. 

(b)        Appeals.  A Claimant may appeal the Administrative Committee’s decision by submitting a written request for review to the Administrative Committee within sixty (60) days after the earlier of receiving the denial notice or after expiration of the initial review period.  Such written request must be addressed to the Administrative Committee at the Company’s principal office.  In connection with such request, the Claimant (and his or her authorized representative, if any) may review any pertinent documents upon which the denial was based and may submit issues and comments in writing for consideration by the Administrative Committee.  If the Claimant’s request for review is not received within the earlier of sixty (60) days after receipt of the denial or after expiration of the initial review period, the denial shall be final, and the Claimant shall be barred and estopped from challenging the Administrative Committee’s determination.  

(c)        Decision Following Appeal.  The Administrative Committee shall generally make its decision on the Claimant’s appeal in writing within sixty (60) days following its receipt of the Claimant’s request for appeal; provided, however, that the Administrative Committee may have up to an additional sixty (60) days to decide the claim, if the Administrative Committee determines that special circumstances require an extension of time to decide the claim and the Administrative Committee advises the Claimant in writing of the need for an extension (including an explanation of the special circumstances requiring the extension) and the date on which it expects to decide the claim.  The Administrative Committee shall notify the Claimant of its decision on the Claimant’s appeal in writing, regardless of whether the decision is adverse. 

(d)        Decisions Final; Procedures Mandatory.  A decision on appeal by the Administrative Committee shall be binding and conclusive upon all persons, and completion of the claims procedures described in this Section 7.6 shall be a mandatory precondition to commencement of any court proceeding brought in connection with the Plan (including this Program) by a person claiming rights under the Plan (including this Program) or by another person claiming rights through such a person. Notwithstanding the preceding sentence, the Administrative Committee may, in its sole discretion, waive the procedures described in Sections 7.6(a) through 7.6(c) of this Program as a mandatory precondition to such an action.

7.7        Compensation Committee Decisions.  Notwithstanding anything in the Plan (including this Program) to the contrary, any determination made with respect to the benefits or rights of an Executive Officer under this Program shall not be made by the Administrative Committee but shall instead be made by the Compensation Committee, and each provision of the Plan (including this Program) otherwise governing such a determination shall be interpreted and construed to substitute the Compensation Committee for the Administrative Committee in such provision.

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ARTICLE VIII

ADMINISTRATION

8.1Administrative Committee Appointment.  The Administrative Committee shall be appointed by the Compensation Committee.  Each Administrative Committee member shall serve until his or her resignation or removal.  The Compensation Committee shall have the sole discretion to remove any one or more Administrative Committee members and appoint one or more replacement or additional Administrative Committee members from time to time.

8.2Administrative Committee Organization and Voting.  The organizational structure and voting responsibilities of the Administrative Committee shall be as set forth in the bylaws of the Administrative Committee.

8.3Powers of the Administrative Committee.  Except as otherwise provided in Section 7.7 of this Program and unless such power is otherwise reserved by the Compensation Committee herein, the Administrative Committee shall have the exclusive responsibility for the general administration of the Plan (including this Program) according to the terms and provisions of the Plan (including this Program) and shall have all powers necessary to accomplish those purposes, including but not by way of limitation the right, power and authority:

(a)        to make rules and regulations for the administration of the Plan (including this Program);

(b)        to construe, interpret and apply all terms, provisions, conditions and limitations of the Plan (including this Program);

(c)        to correct any defect, supply any omission or reconcile any inconsistency that may appear in the Plan (including this Program) in the manner and to the extent it deems expedient to carry the Plan (including this Program) into effect for the greatest benefit of all parties at interest;

(d)        subject to Section 7.3(d), to resolve all controversies relating to the administration of the Plan (including this Program), including but not limited to:

(i)        differences of opinion arising between the Company and a Participant in accordance with Sections 7.6(a) through 7.6(c) of this Program, except when the difference of opinion relates to the entitlement to, the amount of or the method or timing of payment of a benefit affected by a Change of Control, in which event, such difference of opinion shall be decided by judicial action; and

(ii)        any question it deems advisable to determine in order to promote the uniform administration of the Plan (including this Program) for the benefit of all parties at interest; and

(e)        to delegate by written notice any plan administration duties of the Administrative Committee to such individual members of the Administrative Committee, individual employees of the Company, or groups of employees of the Company, as the Administrative Committee determines to be necessary or advisable to properly administer the Plan (including this Program). 

8.4Committee Discretion.  The Administrative Committee (or, as applicable, the Compensation Committee), in exercising any power or authority granted under this Plan (including the Program), or in making any determination under this Plan (including this Program), shall perform or refrain from performing those acts pursuant to such authority using its sole discretion and judgment.  By way of amplification, and without limiting the foregoing, the Company specifically intends that the Administrative Committee (or, as applicable, the Compensation Committee) have the greatest possible discretionary authority to construe, interpret and apply the terms of the Plan (including this Program) and to determine all questions concerning eligibility, participation and benefits. Any  decision made by the Administrative Committee (or, as applicable, the Compensation Committee) or any refraining to act or any act taken by the Administrative Committee (or, as applicable, the Compensation Committee) in good faith shall be final and binding on all parties, subject to the provisions of Sections 7.6(a) through 7.6(c) of this

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Program.  The Administrative Committee’s (or, as applicable, the Compensation Committee’s) decisions shall never be subject to de novo review. Notwithstanding the foregoing, the Administrative Committee’s (or, as applicable, the Compensation Committee’s) decisions, refraining to act or acting is to be subject to judicial review for those incidents occurring during the Change of Control Period.

8.5Reimbursement of Expenses.  The Administrative Committee shall serve without compensation for their services but shall be reimbursed by Sysco for all expenses properly and actually incurred in the performance of their duties under the Plan (including this Program).

8.6Indemnification.  To the extent permitted by law, members of the Board of Directors, members of the Compensation Committee, members of the Administrative Committee, employees of the Company, and all agents and representatives of the Company shall be indemnified by the Company, and saved harmless against any claims resulting from any action or conduct relating to the administration of the Plan (including this Program), except claims arising from gross negligence, willful neglect or willful misconduct.

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ADOPTION BY SUBSIDIARIES

9.1Procedure for and Status after Adoption.  Any Subsidiary may, with the approval of the Administrative Committee, adopt this Program by appropriate action of its board of directors.  The terms of this Program shall apply separately to each Subsidiary adopting this Program and its Participants in the same manner as is expressly provided for by Sysco and its Participants except that the powers of the Board of Directors, the Compensation Committee and the Administrative Committee under this Program shall be exercised by the Board of Directors, the Compensation Committee, or the Administrative Committee, as applicable.Sysco and each Subsidiary adopting this Program shall bear the cost of providing Program benefits for its own Participants.  Sysco shall initially pay the costs of the Program each Plan Year.  However, each adopting Subsidiary shall then be billed back for the actuarially determined costs pertaining to it in accordance with the appropriate Financial Accounting Standards Board pronouncements.  It is intended that the obligation of Sysco and each Subsidiary with respect to its Participants shall be the sole obligation of the Company that is employing the Participant and shall not bind any other Company.

9.2Termination of Participation by Adopting Subsidiary.  Any Subsidiary adopting this Program may, by appropriate action of its board of directors, terminate its participation in this Program.  The Administrative Committee may, in its sole discretion, also terminate a Subsidiary’s participation in this Program at any time.  The termination of the participation in this Program by a Subsidiary shall not, however, affect the rights of any Participant who is working or has worked for the Subsidiary as to benefits previously accrued by the Participant under this Program without his consent.

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ARTICLE X

AMENDMENT AND/OR TERMINATION

10.1Amendment or Termination of this Program.  The Compensation Committee may amend or terminate this Program at any time by an instrument in writing without the consent of any adopting Company.

10.2No Retroactive Effect on Awarded Benefits. 

(a)        General Rule.  Absent a Participant’s prior consent, no amendment to this Program shall affect the rights of such Participant to his Vested Accrued Benefit as of the date of such amendment (“Minimum Vested Accrued Benefit”) or shall change such Participant’s rights under any provision relating to a Change of Control after a Change of Control has occurred. 

(b)        Determination of Minimum Vested Accrued Benefit.  For purposes of calculating a Participant's Minimum Vested Accrued Benefit as of the date of an amendment to this Program:

(i)        The Determination Date of the Vested Accrued Benefit under Section 4.3 of this Program shall be December 31, 2012 with the exception of the Vested Percentage, which shall be determined as of the date of the amendment.

(ii)        On and after the effective date of such amendment, for purposes of the Benefit Commencement Date under Section 4.1(c) of this Program, a Participant shall continue to be awarded years of Sysco Service and age credit until such Participant’s termination of employment with Sysco and its Subsidiaries.

(c)        Benefits on or after the Amendment.  Notwithstanding the provisions of this Section 10.2, the Compensation Committee retains the right at any time to (i) change in any manner or to discontinue the death benefit provided in Article VI of this Program, except during the four (4) year period following a Change of Control for those persons who at that time were covered by the death benefit, and (ii) to change in any manner the benefit under Article IV of this Program, provided such benefit is not less than the Minimum Vested Accrued Benefit as of the date of any such amendment.

10.3Effect of Termination.  Upon termination of this Program, the following provisions shall apply:

(a)        The Compensation Committee may, in its sole discretion, authorize distributions to Participants as a result of this Program’s termination, provided all of the following conditions are satisfied:

(i)        All deferred compensation arrangements sponsored by the Company that would be aggregated with this Program (which may include the Plan) under Section 1.409A-1(c) of the Treasury Regulations (or any corresponding provision of succeeding law) if the Participant participated in such arrangements are terminated;

(ii)        No distributions other than distributions that would be payable under the terms of this Program if the termination had not occurred are made within twelve (12) months of the termination of this Program;

(iii)        All distributions of benefits provided hereunder are paid within twenty-four (24) months of the termination of this Program; and

(iv)        The Company does not adopt a new deferred compensation arrangement at any time within three (3) years following the date of the termination of this Program that would be aggregated with this Program under Section 1.409A-1(c) of the Treasury Regulations (or any corresponding provision of succeeding law) if the Participant participated in this Program and participates in the new arrangement.

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(b)        Except as otherwise provided in Section 10.3(a) above, on and after the effective date of this Program’s termination, (i) this Program shall continue to be administered as it was prior to this Program’s termination, (ii) all retirement benefits accrued prior to the date of termination shall be payable only under the conditions, at the time, and in the form then provided in this Program, (iii) no Participant shall be entitled to Program benefits solely as a result of  this Program’s termination in accordance with the provisions of this Article X, and (iv) the forfeiture provisions of Sections 7.3 and 7.4 of this Program, and the restrictions set forth in Section 7.5 of this Program shall continue in effect.

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ARTICLE XI

FUNDING

11.1Payments Under the Plan (including this Program) are the Obligation of the Company.  The Company last employing a Participant shall pay the benefits due the Participant under the Plan (including this Program); however, should it fail to do so when a benefit is due, then, except as provided in Section 11.5, the benefit shall be paid by the Trust.  In any event, if the Trust fails to pay for any reason, the Company still remains liable for the payment of all benefits provided by the Plan (including this Program).

11.2The Plan (including this Program) May Be Funded Through the Trust.  It is specifically recognized by both the Company and the Participants that the Company may, but is not required to, purchase life insurance so as to accumulate assets to fund the obligations of the Company under the Plan (including this Program), and that the Company may, but is not required to, contribute any policy or policies it may purchase and any amounts or other assets it finds desirable to the Trust.  However, under all circumstances, the Participants shall have no rights to any of those policies or other assets contributed to the Trust; and, likewise, under all circumstances, the rights of the Participants to the assets held in the Trust shall be no greater than the rights expressed in the Plan (including this Program) and the Trust Agreement.  Nothing contained in the Trust Agreement shall constitute a guarantee by any Company that assets of the Company transferred to the Trust shall be sufficient to pay any benefits under the Plan (including this Program) or would place the Participant in a secured position ahead of general creditors should the Company become insolvent or bankrupt.  The Trust Agreement must specify that Participants in the Plan (including this Program) are only unsecured general creditors of the Company in relation to their benefits under the Plan (including this Program).

11.3Reversion of Excess Assets. Sysco may, at any time, request the actuary for the Plan to determine the present value of the Vested Accrued Benefit as of the end of the Plan Year coincident with or last preceding the request, of all Participants and Beneficiaries of deceased Participants for which all Companies are or will be obligated to make payments under the Plan (including this Program).  For periods prior to a Change of Control, if the fair market value of the assets held in the Trust, as determined by the Trustee as of that same date, exceeds the total of the Vested Accrued Benefits of all Participants and Beneficiaries under the Plan (including this Program), Sysco may direct the Trustee to return to Sysco the assets which are in excess of the Vested Accrued Benefits under the Plan (including this Program).  For periods following a Change of Control, if the fair market value of the assets held in the Trust, as determined by the Trustee as of that same date, exceeds the total of the Vested Accrued Benefits of all Participants and Beneficiaries under the Plan (including this Program) by 10%, Sysco may direct the Trustee to return to Sysco the assets which are in excess of 110% of the Vested Accrued Benefits under the Plan (including this Program).  For this purpose, the present value of the Vested Accrued Benefits under the Plan (including this Program) shall be calculated using the data for the preceding Plan Year brought forward using the assumptions used to determine the actuarially determined costs according to the appropriate Financial Accounting Standards Board pronouncements.  If there has been a Change of Control, to determine excess assets, all contributions made prior to the Change of Control shall be subtracted from the fair market value of the assets held in the Trust as of the determination date but before the determination is made.

11.4Participants Must Rely Only on General Credit of the Company.  The Company and the Participants recognize that the Plan (including this Program) is only a general corporate commitment, and that each Participant is merely an unsecured general creditor of the Company with respect to any of the Company’s obligations under the Plan (including this Program).

11.5Funding of Benefits for Participants Subject to Canadian Income Tax Laws is Prohibited. No Company employing a Participant whose income is subject to the Canadian tax laws shall be permitted to fund its obligation to that person through any rabbi trust, fund, sinking fund, or other financial vehicle even though under applicable law the assets held to fund the obligation are still subject to the general creditors of the Company.

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ARTICLE XII
MISCELLANEOUS

12.1Responsibility for Distributions and Withholding of Taxes.  The Administrative Committee shall furnish information to the Company last employing the Participant concerning the amount and form of distribution to any Participant entitled to a distribution so that the Company may make or cause the Rabbi Trust to make the distribution required.  The Administrative Committee shall also calculate the deductions from the amount of the benefit paid under the Plan (including this Program) for any taxes required to be withheld by federal, state, local, or foreign government and shall cause them to be withheld. 

12.2Limitation of Rights.  Nothing in the Plan (including this Program) shall be construed:

(a)        to give a Participant any right with respect to any benefit except in accordance with the terms of the Plan (including this Program);

(b)        to limit in any way the right of Sysco or a Subsidiary to terminate a Participant’s employment;

(c)        to evidence any agreement or understanding, expressed or implied, that Sysco or a Subsidiary shall employ a Participant in any particular position or for any particular remuneration; or

(d)        to give a Participant or any other person claiming through him any interest or right under the Plan (including this Program) other than that of any unsecured general creditor of the Company.

12.3Benefits Dependent Upon Compliance with Certain Covenants.  The benefits provided to a Participant under this Program by the Company are dependent upon the Participant’s full compliance with the covenants set forth in Section 7.4 of this Program.

12.4Distributions to Incompetents or Minors.  Should a Participant become incompetent or should a Participant designate a Beneficiary who is a minor or incompetent, the Administrative Committee is authorized to pay the funds due to the parent of the minor or to the guardian of the minor or incompetent or directly to the minor or to apply those funds for the benefit of the minor or incompetent in any manner the Administrative Committee determines in its sole discretion.

12.5Non-alienation of Benefits.  No right or benefit provided under the Plan (including this Program) is subject to transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or charge by the Participant, except upon his death to a named Beneficiary as provided in the Plan (including this Program).  If any Participant or any Beneficiary becomes bankrupt or attempts to anticipate, alienate, sell, assign, pledge, encumber or charge any right or benefit under the Plan (including this Program), that right or benefit shall, in the discretion of the Administrative Committee, be forfeited.  In that event, the Administrative Committee may have the Company hold or apply the right or benefit or any part of it to the benefit of the Participant or Beneficiary, his or her spouse, children or other dependents or any of them in any manner and in any proportion the Administrative Committee believes to be proper in its sole and absolute discretion, but is not required to do so.

12.6Reliance upon Information.  The Administrative Committee shall not be liable for any decision or action taken in good faith in connection with the administration of the Plan (including this Program).  Without limiting the generality of the foregoing, any decision or action taken by the Administrative Committee when it relies upon information supplied it by any officer of the Company, the Company’s legal counsel, the Company’s actuary, the Company’s independent accountants or other advisors in connection with the administration of the Plan (including this Program) shall be deemed to have been taken in good faith.

12.7Amendment Applicable to Active Participants Only Unless it Provides Otherwise.  No benefit which has accrued to any Participant who has died, retired, become disabled or separated prior to the execution of an amendment shall be changed in amount or subject to any adjustment provided in that amendment unless the

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amendment specifically provides that it shall apply to those persons and it does not have the effect of reducing those persons’ Vested Accrued Benefits as then fixed without their consent.

12.8Severability.  If any term, provision, covenant or condition of the Plan (including this Program) is held to be invalid, void or otherwise unenforceable, the rest of the Plan (including this Program) shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

12.9Notice.  Any notice or filing required or permitted to be given to the Administrative Committee or a Participant shall be sufficient if in writing and hand delivered or sent by U.S. mail to the principal office of the Company or to the residential mailing address of the Participant.  Notice shall be deemed to be given as of the date of hand delivery or if delivery is by mail, as of the date shown on the postmark.

12.10Gender and Number.  If the context requires it, words of one gender when used in the Plan (including this Program) shall include the other genders, and words used in the singular or plural shall include the other.

12.11Governing Law. The Plan (including this Program) shall be governed by the laws of the State of Delaware except to the extent such laws are pre-empted by federal law.  The Participant and the Company agree that subject to the provisions of Sections 7.6(a) through 7.6(c) of this Program, the sole and exclusive jurisdiction for any dispute under this Program shall lie in the United States District Court for the Southern District of Texas, and the parties hereby waive any jurisdictional or venue-related defense to litigating at this forum.

12.12Effective Date. This Program is effective as of December 31, 2012.

12.13Compliance with Section 409A.  The Plan (including this Program) is intended to comply with Section 409A of the Code in both form and operation, and any ambiguities herein shall be interpreted, to the extent possible, in a manner that complies with Section 409A.

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IN WITNESS WHEREOF, Sysco has executed this document on this November 14, 2012, effective as of December 31, 2012.

SYSCO CORPORATION

By:_/s/_____________________________

Name:    Russell T. Libby

Title:      Senior Vice President, General Counsel and

Secretary

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EX-10.3

Exhibit 10.3

SEVENTH AMENDED AND RESTATED

SYSCO CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

EffectiveDecember 31, 2012

SEVENTH AMENDED AND RESTATED

SYSCO CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

		Page
ARTICLE I – DEFINITIONS.................................................................................................................................................................................			2
ARTICLE II – ELIGIBILITY AND FROZEN PARTICIPANTS...............................................................................................................			8
2.1	Eligibility......................................................................................................................................................................................................		8
ARTICLE III - PARTICIPANT DEFERRALS AND COMPANY CONTRIBUTIONS....................................................................			9
3.1	Bonus Deferral Election.......................................................................................................................................................................		9
3.2	Discretionary Company Contributions.........................................................................................................................................		9
3.3	Cancellation of Salary Deferral Election upon the Occurrence of an Unforeseeable Emergency.................		9
ARTICLE IV – ACCOUNT.....................................................................................................................................................................................			10
4.1	Establishing a Participant’s Account..............................................................................................................................................		10
4.2	Deemed Investment of Deferrals..................................................................................................................................................		10
4.3	Crediting of Earnings on Deferrals Invested in the Default Investment.....................................................................		11
4.4	Crediting of Interest on Company Match....................................................................................................................................		11
4.5	Procedure to Credit or Debit Interest, Earnings or Losses Upon an Event of Distribution.................................		11
ARTICLE V – VESTING.........................................................................................................................................................................................			13
5.1	Deferrals.....................................................................................................................................................................................................		13
5.2	Company Match......................................................................................................................................................................................		13
ARTICLE VI – DISTRIBUTIONS........................................................................................................................................................................			14
6.1	Death............................................................................................................................................................................................................		14
6.2	Disability.....................................................................................................................................................................................................		14
6.3	Retirement.................................................................................................................................................................................................		14
6.4	Distributions Upon Termination........................................................................................................................................................		14
6.5	In-Service Distributions.......................................................................................................................................................................		14
6.6	Distribution Elections for Deferrals................................................................................................................................................		14
6.7	Forfeiture For Cause............................................................................................................................................................................		16
6.8	Forfeiture for Competition..................................................................................................................................................................		17
6.9	Hardship Withdrawals...........................................................................................................................................................................		18
6.10	Payments Upon Income Inclusion Under Section 409A........................................................................................................		18
6.11	Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments...................		18
6.12	Responsibility for Distributions and Withholding of Taxes.................................................................................................		19
ARTICLE VII – ADMINISTRATION...................................................................................................................................................................			20
7.1	Administrative Committee Appointment......................................................................................................................................		20
7.2	Administrative Committee Organization and Voting.................................................................................................................		20
7.3	Powers of the Administrative Committee...................................................................................................................................		20
7.4	Committee Discretion...........................................................................................................................................................................		20
7.5	Reimbursement of Expenses...........................................................................................................................................................		21
7.6	Indemnification........................................................................................................................................................................................		21
7.7	Claims Procedure...................................................................................................................................................................................		21
7.8	Compensation Committee Decisions............................................................................................................................................		22
ARTICLE VIII - ADOPTION BY SUBSIDIARIES.......................................................................................................................................			23
8.1	Procedure for and Status After Adoption....................................................................................................................................		23
8.2	Termination of Participation By Adopting Subsidiary.............................................................................................................		23

-i-

ARTICLE IX - AMENDMENT AND/OR TERMINATION...........................................................................................................................		24
9.1	Amendment or Termination of the Plan........................................................................................................................................	24
9.2	No Retroactive Effect on Awarded Benefits.............................................................................................................................	24
9.3	Effect of Termination...........................................................................................................................................................................	24
ARTICLE X – FUNDING........................................................................................................................................................................................		26
10.1	Payments Under This Plan are the Obligation of the Company......................................................................................	26
10.2	Plan May Be Funded Through the Trust.......................................................................................................................................	26
10.3	Reversion of Excess Assets............................................................................................................................................................	26
10.4	Participants Must Rely Only on General Credit of the Company...................................................................................	26
ARTICLE XI – MISCELLANEOUS.....................................................................................................................................................................		27
11.1	Limitation of Rights...............................................................................................................................................................................	27
11.2	Distributions to Incompetents or Minors......................................................................................................................................	27
11.3	Non-alienation of Benefits..................................................................................................................................................................	27
11.4	Reliance Upon Information................................................................................................................................................................	27
11.5	Severability...............................................................................................................................................................................................	27
11.6	Notice...........................................................................................................................................................................................................	27
11.7	Gender and Number..............................................................................................................................................................................	28
11.8	Governing Law.........................................................................................................................................................................................	28
11.9	Effective Date.........................................................................................................................................................................................	28
11.10	Compliance with Section 409A of the Code...............................................................................................................................	28

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SEVENTH AMENDED AND RESTATED

SYSCO CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

WHEREAS,Sysco Corporation (“Sysco”) sponsors and maintains the Sixth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, effective as of August  27, 2010 (as amended onFebruary 16, 2012, the “Current Plan”) to provide a select group of management and highly compensated employees within the meaning of Sections 201, 301 and 401 of ERISA (and therefore exempt from the requirements of Parts 2, 3 and 4 of Title I of ERISA as a “top hat” plan and eligible for the alternative method for reporting and disclosure which is available for such plans) the opportunity to defer a portion of their annual compensation from Sysco;

WHEREAS, Section 9.1 of the Current Plan authorizes the Compensation Committee of the Board of Directors of Sysco (the “Compensation Committee”) to amend the Current Plan;

WHEREAS, Section 5.2(c) of the Current Plan authorizes the Compensation Committee to accelerate vesting of Company Matchesand associated interest on such Company Matches if it determines specific situations warrant such action; and

WHEREAS,  Compensation Committee has determined that it is in the best interests of Sysco and its stockholders to amend and restate the Current Plan as necessary to: (i) limit the participation of employees of the Company in the Plan to those employees who are Participants in the Plan as of December 31, 2012; (ii) eliminate future salary deferral elections beginning with calendar year 2013; (iii) eliminate future bonus deferral elections beginning with Plan Year 2014;(iv) accelerate vesting of the Company Matches and associated interest on such Company Matches;  and (v) make certain other changes to ease administration of the Plan.

NOW, THEREFORE, Sysco hereby adopts the Seventh Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, effective December 31, 2012 (the “Plan”), as follows:

ARTICLE I

DEFINITIONS

Account.  “Account” means a Participant’s account in the Deferred Compensation Ledger maintained by the Administrative Committee which reflects the entire interest of the Participant in the Plan, as adjusted herein for deemed Investment earnings and losses and credited interest. A Participant’s Account shall be comprised of, if applicable, such Participant’s Termination/Retirement Account and In-Service Account(s).

Active Participant.  “Active Participant” means a Participant in the employ of Sysco or a Subsidiary as of December 31, 2012.

Administrative Committee.  “Administrative Committee” means the persons who are from time to time serving as members of the committee administering this Plan.

Affiliate.  “Affiliate” means any entity with respect to which Sysco beneficially owns, directly or indirectly, at least 50% of the total voting power of the interests of such entity and at least 50% of the total value of the interests of such entity.

Beneficiary.  “Beneficiary” means a person or entity designated by the Participant under the terms of this Plan to receive any amounts distributed under the Plan upon the death of the Participant.

Board of Directors.  “Board of Directors” means the Board of Directors of Sysco.

Bonus Deferral.  “Bonus Deferral” means a “Bonus Deferral” as such term is defined under the Current Plan.

Bonus Deferral Election. “Bonus Deferral Election” means a “Bonus Deferral Election” as such term is defined under the Current Plan.

Business Day.  “Business Day” means during regular business hours of any day on which the New York Stock Exchange is open for trading.

Change of Control.  “Change of Control” means the occurrence of one or more of the following events:

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

(b)Individuals who, as of July 1, 2012, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to July 1, 2012 whose election, or nomination for election by Sysco’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

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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 of Directors;

(c)Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Sysco or any of its Affiliates, a sale or other disposition of all or substantially all of the assets of Sysco, or the acquisition of assets or stock of another entity by Sysco or any of its Affiliates (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Sysco Common Stock and the Outstanding Sysco 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 Sysco or all or substantially all of Sysco’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Sysco Common Stock and the Outstanding Sysco Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Sysco 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 (iii) 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 of Directors providing for such Business Combination; or

(d)Approval by the stockholders of Sysco of a complete liquidation or dissolution of Sysco.

Change of Control Period. “Change of Control Period” shall have the meaning set forth in Section 6.7(d).

Claimant.  “Claimant” shall have the meaning set forth in Section 7.7.

Code.  “Code” means the Internal Revenue Code of 1986, as amended from time to time.

Company.  “Company” means Sysco and any Subsidiary that has adopted the Plan with the approval of the Administrative Committee, pursuant to Section 8.1.

Company Match.  “Company Match” means a “Company Match” (as such term is defined in the Current Plan) credited to a Participant’s Account with respect to Bonus Deferral Elections made before January 1, 2013.

Compensation Committee.  “Compensation Committee” means the Compensation Committee of the Board of Directors of Sysco.

Current Plan. “Current Plan” shall have the meaning set forth in the Recitals.

Default Distribution Option.  “Default Distribution Option” shall have the meaning set forth in Section 6.6(c)(iv).

Default Investment. “Default Investment” means a hypothetical investment with aper annum investment return equal to Moody’s determined as ofOctober 31^st of the calendar year prior to the calendar year for which such rate shall be effective, or such other Investment designated by the Administrative Committee as the “Default Investment” on Exhibit “A” attached hereto. The investment return of the Default Investment shall be re-determined annually as of November 1^st of the calendar year prior to the

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calendar year for which such rate shall be effective. The investment return, once established, shall be effective as of January 1^st of the calendar year following the calendar year in which such investment return is calculated and shall remain in effect for the entire calendar year.

Deferrals.  “Deferrals” shall mean a Bonus Deferral, a Salary Deferral, or both.

Deferral Election.  “Deferral Election” shall mean a Bonus Deferral Election, a Salary Deferral Election or both.

Deferred Compensation Ledger. “Deferred Compensation Ledger” means the ledger maintained by the Administrative Committee for each Participant which reflects the amount of the Participant’s Deferrals, Company Match, credits and debits for deemed Investment earnings and losses and interest credited pursuant to Article IV, and cash distributed to the Participant or the Participant’s Beneficiaries pursuant to Article VI.

Disability.  “Disability” means that a Participant has been determined by the Social Security Administration to be totally disabled.

Executive Officer.  “Executive Officer” means each of Sysco’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice Presidents, Senior Vice Presidents or any other officers designated as “officers” for purposes of Section 16 of the Securities Act.

Executive Retirement Plans. “Executive Retirement Plans” means, collectively, the Plan, the Sysco Corporation Supplemental Executive Retirement Plan, the Sysco Corporation MIP Retirement Program, the Sysco Corporation Management Savings Plan, and the Sysco Corporation Canadian Executive Capital Accumulation Plan, and such other non-qualified deferred compensation arrangements sponsored by Sysco or a Subsidiary as determined by the Compensation Committee.

Fair Market Value.  “Fair Market Value” means, with respect to any Investment, the closing price on the date of reference, or if there were no sales on such date, then the closing price on the nearest preceding day on which there were such sales, and in the case of an unlisted security, the mean between the bid and asked prices on the date of reference, or if no such prices are available for such date, then the mean between the bid and asked prices on the nearest preceding day for which such prices are available.  With respect to any Investment which reports “net asset values” or similar measures of the value of an ownership interest in the Investment, Fair Market Value shall mean such closing net asset value on the date of reference, or if no net asset value was reported on such date, then the net asset value on the nearest preceding day on which such net asset value was reported.  For any Investment not described in the preceding sentences, Fair Market Value shall mean the value of the Investment as determined by the Administrative Committee in its reasonable judgment on a consistent basis, based upon such available and relevant information as the Administrative Committee determines to be appropriate.

In-Service Account.  “In-Service Account” means a separate recordkeeping account under a Participant’s Account that is created when a Participant elects a new In-Service Distribution Date with respect to amounts deferred hereunder.

In-Service Distribution.  “In-Service Distribution” means a payment to the Participant following the occurrence of an In-Service Distribution Date of the amount represented by the balance in the In-Service Account with respect to such In-Service Distribution Date.

In-Service Distribution Date.  “In-Service Distribution Date” means the date on which the Participant’s applicable In-Service Account shall be paid under the Current Plan; provided, however, that for Subsequent Elections made by Participants pursuant to Section 6.6(b) after November 13, 2012, “In-Service Distribution Date” shall mean March 10thof the calendar year selected by the Participant during which the Participant’s applicable In-Service Account shall be paid.

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Installment Distribution Option. “Installment Distribution Option” shall have the meaning set forth in Section 6.6(c)(i).

Investment.  “Investment” means the options set forth in Exhibit “A” attached hereto, including interest credited at the investment return of the Default Investment, as the same may be amended from time to time by the Administrative Committee in its sole and absolute discretion.

Lump Sum Distribution Option.  “Lump Sum Distribution Option” shall have the meaning set forth in Section 6.6(c)(ii).

Management Incentive Plan.  “Management Incentive Plan” means the Sysco Corporation 2009 Management Incentive Plan, as it may be amended from time to time, any successor or predecessor plan, and, at the discretion of the Compensation Committee, any other management incentive plan of Sysco.

MIP Bonus.  “MIP Bonus” means a bonus awarded or to be awarded to the Participant under the Management Incentive Plan, or any bonus awarded or to be awarded to a Participant as a substitute for or in lieu of such Participant’s MIP Bonus for a Plan Year (including any amounts paid as a substitute for or in lieu of such MIP Bonus pursuant to a severance agreement or other arrangement providing for post-retirement benefits), or such other annual incentive bonus determined by the Compensation Committee in its sole discretion.

MIP Participation.  “MIP Participation” means full years of participation in the Management Incentive Plan determined on an elapsed time basis.  MIP Participation shall include the time a Participant was not eligible to participate in the Management Incentive Plan if, the Participant (i) was previously eligible to participate in the Management Incentive Plan; (ii) remains employed by Sysco or a Subsidiary while such Participant was ineligible to participate in the Management Incentive Plan; and (iii) later becomes eligible to again participate in the Management Incentive Plan.

Moody’s.  “Moody’s” means, as of any specified date, the monthly average of the Moody’s Average Corporate Bond Yield (determined by dividing the sum of the Corporate Bond Yield Averages for each month, as published in Moody’s Bond Survey, by the number of months in the applicable calculation period) for either the (i) six-month period ending on the specified date or (ii) the twelve-month period ending on the specified date whichever produces the higher rate.

Participant.  “Participant” means an employee of a Company who becomes eligible for or is participating in the Plan, and any other current or former employee of Sysco or a Subsidiary who has an Account in the Deferred Compensation Ledger.

Plan.  “Plan” means the Seventh Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, as set forth in this document and amended from time to time.

Plan Year.  “Plan Year” means a one-year period that coincides with the fiscal year of Sysco. Sysco has a 52/53 week fiscal year beginning on the Sunday next following the Saturday closest to June 30^th of each calendar year. 

Retirement. “Retirement” means any Separation from Service by a Participant from Sysco and its  Subsidiaries for any reason other than death or Disability on or after the earlier of (A) the date the Participant attains age sixty (60), (B) the date that the Participant has attained age fifty-five (55) and has at least fifteen (15) years of MIP Participation, or (C) the date that the Participant has attained age fifty-five (55) and has at least ten (10) years of Sysco Service. 

Salary Deferral.   “Salary Deferral”means a “Salary Deferral” as such term is defined under the Current Plan.

Salary Deferral Election.  “Salary Deferral Election” means a “Salary Deferral Election” as such term is defined under the Current Plan.

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Section 409A.  “Section 409A” means Section 409A of the Code. References herein to “Section 409A” shall also include any regulatory and other interpretive guidance promulgated by the Treasury Department, including the Treasury Regulations, or the Internal Revenue Service under Section 409A of the Code.

Securities Act.  “Securities Act” means the Securities Exchange Act of 1934, as amended from time to time.

Separation from Service.  “Separation from Service” means a “separation from service” within the meaning of Section 409A. A Participant shall be presumed to have experienced a “separation from service” as a result of a termination of employment if the level of bona fide services performed by the Participant for Sysco or a Subsidiary decreases to a level equal to twenty-five percent (25%) or less of the average level of services performed by the Participant during the immediately preceding thirty-six (36) month period, taking into account any periods of performance excluded by the Treasury Regulations.

Specified Employee.  “Specified Employee” means a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code. By way of clarification, “specified employee” means a “key employee” (as defined in Section 416(i) of the Code, disregarding Section 416(i)(5) of the Code) of the Company.  A Participant shall be treated as a key employee if the Participant meets the requirements of Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the Treasury Regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the twelve (12) month period ending on an Identification Date.  If a Participant is a key employee as of an Identification Date, the Participant shall be treated as a Specified Employee for the twelve (12) month period beginning on the first day of the fourth month following such Identification Date.  For purposes of any “Specified Employee” determination hereunder, the “Identification Date” shall mean the last day of the calendar year. The Administrative Committee may in its discretion amend the Plan to change the Identification Date, provided that any change to the Plan’s Identification Date shall not take effect for at least twelve (12) months after the date of the Plan amendment authorizing such change.

Subsidiary. “Subsidiary” means (a) any corporation which is a member of a “controlled group of corporations” which includes Sysco, as defined in Code Section 414(b), (b) any trade or business under “common control” with Sysco, as defined in Code Section 414(c), (c) any organization which is a member of an “affiliated service group” which includes Sysco, as defined in Code Section 414(m), (d) any other entity required to be aggregated with Sysco pursuant to Code Section 414(o), and (e) any other organization or employment location designated as a “Subsidiary” by resolution of the Board of Directors or by the Administrative Committee for purposes of this Plan.

Sysco.  “Sysco” means Sysco Corporation, the sponsor of this Plan.

Sysco Service.  “Sysco Service” means service with Sysco or a Subsidiary for which the Participant is awarded “credited service” under the Pension Plan for vesting purposes or would be awarded “credited service” under the Pension Plan for vesting purposes if the Participant was covered under the Pension Plan. For purposes of this definition, “Pension Plan” means the Sysco Corporation Retirement Plan, a defined benefit plan qualified under Section 401(a) of the Code, and any U.S. qualified defined benefit pension plan successor thereto.

Termination.  “Termination” means Separation from Service from Sysco and its Subsidiaries, voluntarily or involuntarily, for any reason other than Retirement, death or Disability.

Termination/Retirement Account.  “Termination/Retirement Account” means that portion of a Participant’s Account that has not been allocated to In-Service Accounts.

Treasury Regulations.  “Treasury Regulations” means the Federal Income Tax Regulations, and to the extent applicable any Temporary or Proposed Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

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Trust. “Trust” shall mean the trust established pursuant to the Trust Agreement.

Trust Agreement. “Trust Agreement” shall mean the Third Amended and Restated Grantor Trust under the Sysco Corporation Executive Deferred Compensation Plan, as may be further amended and/or restated from time to time.

Trustee. “Trustee” shall mean the trustee as defined in the Trust Agreement.

Total Payments.  Total Payments” means all payments or benefits, including any accelerated vesting or payment of such benefits, received or to be received by a Participant in connection with a “change of control” (within the meaning of Section 280G of the Code) of Sysco under the terms of the Executive Retirement Plans or any other non-qualified deferred compensation arrangement sponsored by Sysco or any Subsidiary (or any company for which the Participant worked that was acquired by Sysco or a Subsidiary) and in connection with a change of control of Sysco under the terms of any stock incentive plan, mid-term or long-term incentive cash plan, or any other plan, arrangement or agreement with the Company, its successors, any person whose actions result in a change of control or any person affiliated with the Company or who, as a result of the completion of transactions causing a change of control, become affiliated with the Company within the meaning of Section 1504 of the Code, taken collectively.

Unforeseeable Emergency.  “Unforeseeable Emergency” shall have the meaning set forth in Section 6.9.

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ARTICLE II

ELIGIBILITY

2.1Eligibility.  Only those individuals who were Participants in the Plan as of December 31, 2012 shall be eligible to participate in the Plan.

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ARTICLE III

PARTICIPANT DEFERRALS AND COMPANY CONTRIBUTIONS

3.1Deferral Elections.  No further Deferral Elections will be permitted under this Plan for calendar years and Plan Years commencing after December 31, 2012.  Any Deferral Elections made by a Participant for calendar years or Plan Years commencing before January 1, 2013, shall remain in full force and effect, and such Participants shall remain eligible for the Company Match, if any, on any Bonus Deferral Elections made with respect to such Plan Years, pursuant to the terms of the Current Plan.  Any Deferrals or Company Matches with respect to such calendar years or Plan Years, as applicable, shall be credited to the Participant’s Account at the times set forth in Sections 4.2 and 4.3 of the Current Plan.

3.2Discretionary Company Contributions.  Notwithstanding anything to the contrary contained herein, if authorized by the Compensation Committee, the Company, may, pursuant to a written agreement approved by the Compensation Committee, cause the Company to make additional contributions to a Participant’s Account. Any discretionary Company contributions made pursuant to this Section 3.3 shall be credited to a Participant’s Termination/Retirement Account and shall be paid at the earliest to occur of a Participant’s death, Disability, Retirement or Termination.  Unless otherwise expressly provided in such written agreement, such discretionary contributions by the Company shall be 100% vested at all times.

3.3Cancellation of Deferral Elections upon the Occurrence of an Unforeseeable Emergency. Notwithstanding anything to the contrary contained herein, if a Participant requests a hardship withdrawal pursuant to Section 6.9, and the Administrative Committee determines that such Participant has suffered an Unforeseeable Emergency, the Participant may elect to cancel such Participant’s Deferral Elections in effect for such calendar year. Such election shall be made in writing by the Participant in such form as the Administrative Committee determines from time to time. In addition, if a Participant receives a hardship distribution under a 401(k) plan sponsored by the Company, all Deferral Elections in effect for the calendar year or Plan Year, as the case may be, in which such hardship distribution is made shall be cancelled, and such Participant may not make additional Deferral Elections for at least six (6) months following the receipt of such hardship distribution.

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ARTICLE IV

ACCOUNT

4.1Establishing a Participant’s Account.  The Administrative Committee shall establish an Account for each Participant in the Deferred Compensation Ledger which shall be maintained by the Company.  Each Account shall reflect the entire interest of the Participant in the Plan.

4.2Deemed Investment of Deferrals and Company Matches.  The credit balance of Deferrals and Company Matches in the Participant’s Account shall be deemed invested and reinvested from time to time in such Investments as shall be designated by the Participant in accordance with this Section 4.2; provided, however, the designation of investment provisions set forth in this Section 4.2 shall not be available for Company Matches until January 1, 2014. Until such time, interest shall be credited on the portion of the Participant’s Account attributable to Company Matches in accordance with Section 4.4, and, after such time, interest shall continue to be credited on the portion of the Participant’s Account attributable to Company Matches in accordance with Section 4.4 unless and until the Participant changes his Investments with respect to such Company Matches pursuant to this Section 4.2.

(a)Each Participant may make a designation of the Investments in which the Deferrals in such Participant’s Account will be deemed invested.  The Investments designated by a Participant shall be deemed to have been purchased on the date on which the Deferrals are credited to the Participant’s Account, or if such day is not a Business Day, on the first Business Day following such date.  If a Participant has not made a designation of Investments in which such Participant’s Deferrals will be deemed invested, the credit balance of the Deferrals in the Participant’s Account shall be deemed to be invested in the Default Investment.

(b)At such times and under such procedures as the Administrative Committee shall designate, each Participant shall have the right to (i) change the existing Investments in which the Deferrals and Company Matches (subject to the first sentence of Section 4.2) in such Participant’s Account are deemed invested by treating a portion of such Investments as having been sold and the new Investments purchased (i.e., an investment transfer), and (ii) change the Investments which are deemed purchased with future Deferrals and Company Matches credited to the Participant’s Account.

(c)In the case of any deemed purchase of an Investment, the Participant’s Account shall be decreased by a dollar amount equal to the number of units of such Investment treated as purchased multiplied by the per unit net asset value of such Investment as of such date or, if such date is not a Business Day, on the first Business Day following such date, and shall be increased by the number of units of such Investment treated as purchased.  In the case of any deemed sale of an Investment, the Participant’s Account shall be decreased by the number of units of such Investment treated as sold, and shall be increased by a dollar amount equal to the number of units of such Investment treated as sold multiplied by the net asset value of such Investment as of such date or, if such date is not a Business Day, on the first Business Day following such date. 

(d)In no event shall the Company be under any obligation, as a result of any designation of Investments made by Participants, to acquire any Investment assets, it being intended that the designation of any Investment shall only affect the determination of the amounts ultimately paid to a Participant.

(e)In determining the amounts of all debits and credits to the Participant’s Account, the Administrative Committee shall exercise its reasonable best judgment, and all such determinations (in the absence of bad faith) shall be binding upon all Participants and their Beneficiaries.  If an error is discovered in the Participant’s Account, the Administrative Committee, in its sole and absolute discretion, shall cause appropriate, equitable adjustments to be made as soon as administratively practicable following the discovery of such error or omission.

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4.3Crediting of Earnings on Deferrals Invested in the Default Investment

 Earnings will be credited on the portion of the Participant’s Account attributable to Deferrals invested (or deemed invested) by a Participant in the Default Investment in accordance with this Section 4.3.  For the portion of the Participant’s Account attributable to Deferrals invested (or deemed invested) in the Default Investment as of the close of business on July 1, 2008 (including a Participant’s Bonus Deferral for the fiscal year 2008 MIP Bonus), earnings credited to a Participant’s Account on or after July 2, 2008 with respect to such amounts will be credited at a per annum investment return equal to the sum of (a) the investment return of the Default Investment,  plus (b) one percent (1%). For Deferrals credited to a Participant’s Account on or after July 2, 2008 and invested in the Default Investment, and investment transfers into the Default Investment on or after July 2, 2008, earnings credited to a Participant’s Account on or after July 2, 2008 with respect to such amounts will be credited at a per annum investment return equal to the investment return of the Default Investment.

4.4Crediting of Interest on Company Match.  Subject to Section 4.2, interest will be credited on the portion of the Participant’s Account attributable to Company Matches in accordance with this Section 4.4.  For Company Matches credited to a Participant’s Account prior to July 2, 2008 (including the Company Match attributable to a Participant’s Bonus Deferral for the fiscal year 2008 MIP Bonus), interest credited to a Participant’s Account on or after July 2, 2008 with respect to such amounts will be credited at a per annum interest rate equal to the sum of (a) the investment return of the Default Investment,  plus (b) one percent (1%).  For Company Matches credited to a Participant’s Account on or after July 2, 2008, interest credited to a Participant’s Account on or after July 2, 2008 with respect to such amounts will be credited at a per annum interest rate equal to the investment return of the Default Investment.  Interest on each Company Match shall be compounded annually, but credited on a daily basis. 

4.5Procedure to Credit or Debit Interest, Earnings or Losses Upon an Event of Distribution.  

(a)Crediting of Interest or Deemed Investment Earnings or Losses Prior to Commencement of Distributions.  The Participant’s Account shall continue to be credited or debited with Investment earnings or losses until (i) with respect to distribution events other than In-Service Distributions, the later to occur of (x) the date of the event giving rise to the distribution; or (y) the last day of the month preceding the month in which distributions will commence; and (ii) with respect to an In-Service Distribution, the date that is three (3) weeks prior to the In-Service Distribution Date with respect to such In-Service Distribution (the “Conversion Date”), at which time the deemed Investments of the portion of the Participant’s Account attributable to Deferrals, other than amounts invested in the Default Investment, shall be treated as sold and credited with a dollar value in accordance with Section 4.2(c) and invested in the Default Investment. For the period beginning on the Conversion Date and ending on the date on which distributions commence, the portion of the Participant’s Account attributable to Deferrals shall be credited with earnings as provided in Section 4.3. For purposes of this Section 4.5(a), for the period prior to the commencement of distributions, the portion of the Participant’s Account attributable to Company Matches shall be credited with interest as provided in Section 4.4or deemed Investment earnings or losses as provided in Section 4.2, if applicable.As of the close of business on the date distributions are to commence, interest and Investment earnings shall no longer be credited to a Participant’s Account pursuant to this Section 4.5(a) and interest shall be credited to the Participant’s Account as provided in Section 4.5(b).

(b)Crediting of Interest After Commencement of Installment Distributions.  If any portion of a Participant’s Account is to be paid pursuant to the Installment Distribution Option, interest shall be credited to the declining balance of the portion of the Participant’s Account subject to this Section 4.5(b), beginning on the day after the date on which distributions commence and continuing through the scheduled date of the final installment. The interest crediting rate for purposes of this Section 4.5(b) shall be the per annum interest rate equal to Moody’sas of the last day of the month that is two (2) months prior to the month during which distributions are to commence.

(c)Variable Investment Option.  For Participants whose Retirement occurred prior to July 2, 2008, and who elected the Variable Investment Option (as defined in the Fifth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan), the determination of the amount of

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each installment distribution and the crediting of Investment earnings and losses during the period in which the Participant is receiving distributions shall be governed by the terms of the Fifth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, except that for purposes of determining the amount of Investment earnings and losses credited to such Participant’s Account the terms of the Plan shall govern.

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ARTICLE V

VESTING

5.1Deferrals.  The amount credited to a Participant’s Account attributable to Deferrals, adjusted for deemed Investment earnings and losses pursuant to Sections 4.2 and 4.3, shall be 100% vested at all times, except that deemed Investment earnings attributable to Deferrals shall be subject to forfeiture under Sections 6.7 and 6.8.

5.2Company Match.  Effectiveon and after December 31, 2012, the amount credited to an Active Participant’s Account attributable to Company Matches, together with interest accumulated on those Company Matches pursuant to Section 4.4 or deemed Investment earnings or losses as provided in Section 4.2, shall be 100% vested, except that such amounts shall be subject to forfeiture under Sections 6.7 and 6.8, and any applicable reduction caused by the restrictions set forth in Section 6.11.

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ARTICLE VI

DISTRIBUTIONS

6.1Death.  Upon the death of a Participant, the Participant’s Beneficiary or Beneficiaries shall be paid the balance of the Participant’s Account in the Deferred Compensation Ledger pursuant to the distribution option selected by the Participant under Section 6.6(c).

Each Participant, upon making his initial deferral election, shall file with the Administrative Committee a designation of one or more Beneficiaries to whom distributions otherwise due the Participant shall be made in the event of the Participant’s death prior to the complete distribution of the amount credited to his Account in the Deferred Compensation Ledger.  The designation shall be effective upon receipt by the Administrative Committee of a properly executed form approved by the Administrative Committee for that purpose.  The Participant may from time to time revoke or change any designation of Beneficiary by filing another approved Beneficiary designation form with the Administrative Committee. If there is no valid designation of Beneficiary on file with the Administrative Committee at the time of the Participant’s death, or if all of the Beneficiaries designated in the last Beneficiary designation have predeceased the Participant or, in the case of an entity, otherwise ceased to exist, the Beneficiary shall be the Participant’s spouse, if the spouse survives the Participant, or otherwise the Participant’s estate.  A Beneficiary who is an individual shall be deemed to have predeceased the Participant if the Beneficiary dies within 30 days of the date of the Participant’s death. If any Beneficiary survives the Participant but dies or, in the case of an entity, otherwise ceases to exist before receiving all amounts due the Beneficiary from the Participant’s Account, the balance of the amount which would have been paid to that Beneficiary shall, unless the Participant’s designation provides otherwise, be distributed to the individual deceased Beneficiary’s estate or, in the case of an entity, to the Participant’s spouse, if the spouse survives the Participant, or otherwise to the Participant’s estate.  Any Beneficiary designation which designates any person or entity other than the Participant’s spouse must be consented to in writing by the Participant’s spouse in a form acceptable to the Administrative Committee in order to be effective.

6.2Disability.  Upon the Disability of a Participant, the Participant shall be paid the balance of the Participant’s Account in the Deferred Compensation Ledger pursuant to the distribution option selected by the Participant under Section 6.6(c).

6.3Retirement. Upon the Retirement of a Participant, the Participant shall be paid the vested portion of such Participant’s Account in the Deferred Compensation Ledger pursuant to the Distribution option selected by the Participant under Section 6.6(c). Any amounts not vested at the time of such Participant’s Retirement shall be forfeited.

6.4Distributions Upon Termination.  Upon a Participant’s Termination, the Participant shall be paid the vested portion of such Participant’s Account in the Deferred Compensation Ledger pursuant to the Lump Sum Distribution Option.  Any amounts not vested at the time of such Participant’s Termination shall be forfeited.

6.5In-Service Distributions.  Each In-Service Distribution shall be paid in a lump sum on the In-Service Distribution Date, or as soon as administratively practicable thereafter.  Notwithstanding a Participant’s election to receive an In-Service Distribution of some or all of the Participant’s Account, if the Participant’s Retirement, Disability, death or Termination, as applicable, occurs prior to any In-Service Distribution Date(s), the Participant’s remaining In-Service Account balance(s) (after making any In-Service Distributions with respect to In-Service Distribution Date(s) occurring prior to such Participant’s Retirement, death, Disability or Termination but not otherwise paid) shall be distributed pursuant to the Plan’s provisions regarding distributions upon Retirement, Disability, death or Termination, as applicable.

6.6Distribution Elections for Deferrals.  Each Participant shall have the right to elect, to revoke, or to change any prior election of the timing of payment or the form of distribution at the time and under the rules established by the Administrative Committee, which rules shall include and shall be limited by the provisions of this Section 6.6. 

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(a)Initial Distribution Elections. A Participant may elect different forms of distribution, as specified in Section 6.6(c), with respect to the distribution events described in Sections 6.1 (upon death), 6.2 (upon Disability) and 6.3 (upon Retirement). The initial election of form of distribution with respect to a particular distribution event, if received by the Administrative Committee in proper form prior to or concurrent with the time a Participant first makes an affirmative Deferral Election under this Plan, shall be effective upon receipt, and shall become irrevocable at the time a Participant first makes an affirmative Deferral Election under this Plan. All elections of form of distribution, with respect to such distribution events, made after the time a Participant first makes an affirmative Deferral Election under this Plan must comply with the rules of Section 6.6(b).

(b)Subsequent Elections. Any election, revocation, or change of election of form of distribution with respect to distributions upon death, Disability and Retirement that a Participant makes after he first makes an affirmative Deferral Election under this Plan; or change of election of time of payment with respect to In-Service Distributions (such elections, revocations and changes are referred to collectively herein as a,  “Subsequent Election”) shall be effective only if the requirements of this Section 6.6(b) are met. Subsequent Elections may be submitted to the Administrative Committee from time to time in the form determined by the Administrative Committee and shall be effective on the date that is twelve (12) months after the date on which such Subsequent Election is received by the Administrative Committee.  If an event giving rise to a distribution occurs during the one-year period after a Subsequent Election is made, or if such Subsequent Election does not meet the requirements of this Section 6.6(b), distributions under this Plan shall be made pursuant to the Participant’s last effective election, revocation, or change with respect to the event giving rise to the distribution. With respect to payments upon Retirement or upon the occurrence of an In-Service Distribution Date, (i) the Subsequent Election must be received by the Administrative Committee in proper form at least one year prior to such Participant’s Retirement or the occurrence of an In-Service Distribution Date; and (ii) the first payment pursuant to such Subsequent Election may not be made within the five-year period commencing on the date such payment would have been made or commenced under the last effective election, revocation, or change made by the Participant. 

(c)Distribution Options. The distribution options that may be selected by Participants pursuant to this Section 6.6 are as follows:

(i)Installment Distribution Option.  If a Participant selects the “Installment Distribution Option”, with respect to all or a portion of a Participant’s Account, except as otherwise provided in this Section 6.6(c)(i), the Participant or the Participant’s Beneficiaries shall be paid the portion of the Participant’s Account in the Deferred Compensation Ledger to which this section applies in equal quarterly or annual (as selected by the Participant) installments of principal and interest for a period of up to 20 years (as selected by the Participant). Notwithstanding the foregoing, if the Participant forfeits all or a portion of his Account pursuant to Section 6.7 (forfeiture for cause) or Section 6.8 (forfeiture for competition), the amount of the installment shall be recalculated as of the date of any such forfeiture taking into account the remaining amount due to the Participant and the remaining period over which such Participant was to receive installment payments pursuant to this Section 6.6(c)(i),  with no further interest credited on the declining balance following such forfeiture. Amounts distributed pursuant to the Installment Distribution Option shall be treated as a single payment for purposes of the subsequent deferral election rules of Section 409A.

(ii)Lump Sum Distribution Option.  If the Participant selects the “Lump Sum Distribution Option”, with respect to all or a portion of the Participant’s Account, the Participant or the Participant’s Beneficiaries shall be paid the portion of the Participant’s Account in the Deferred Compensation Ledger to which this Section 6.6(c)(ii) applies, in a lump sum.

(iii)Combination Lump Sum and Installment Distribution Option.  Participants may also elect to have their Accounts distributed in part pursuant to the Lump Sum Distribution Option, and the balance distributed pursuant to the Installment Distribution Option, by making the appropriate designation on the form which the Administrative Committee has approved for this

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purpose. If a Participant elects to have his Account distributed pursuant to this Section 6.6(c)(iii), the lump sum payment shall be made at the time provided under Section 6.6(d) and the installment payments shall commence upon the next applicable payment date (i.e., either quarterly or annually).

(iv)Default Distribution Option.  If a Participant does not have an effective election as to the form of distribution on file with the Administrative Committee at the time distributions to such Participant are to commence, the Participant shall be conclusively deemed to have elected to receive the vested balance of such Participant’s Account pursuant to the Installment Distribution Option annually over a period of fifteen (15) years (the “Default Distribution Option”).

(d)Commencement of Distributions. Distributions pursuant to this Section 6.6 shall commence as soon as administratively feasible after the event giving rise to the distribution, but not later than 90 days after the event giving rise to the distribution; provided, however, that in the case of the death of the Participant, distributions shall not commence within the thirty (30) day period following the Participant’s death; provided further, that, in the case of a Participant who has made a Subsequent Election with respect to distributions upon Retirement or the occurrence of an In-Service Distribution Date, distributions upon Retirement or the occurrence of an In-Service Distribution Date shall not commence earlier than the time prescribed by Section 6.6(b); provided further, that distributions to a Specified Employee that result from such Participant’s Retirement or Termination shall not commence earlier than the date that is six (6) months after such Specified Employee’s Retirement or Termination from the Company if such earlier commencement would result in the imposition of tax under Section 409A. If distributions to a Participant are delayed because of the six-month distribution delay described in the immediately preceding sentence, such distributions shall commence as soon as administratively feasible following the end of such six-month period, but not later than thirty (30) days after the end of such six-month period.

6.7Forfeiture For Cause.

(a)Forfeiture on Account of Discharge. If the Administrative Committee finds, after full consideration of the facts presented on behalf of both Sysco (or as applicable, a Subsidiary) and a Participant, that the Participant was discharged by Sysco (or as applicable, a Subsidiary) for: (i) fraud, (ii) embezzlement, (iii) theft, (iv) commission of a felony, (v) proven dishonesty in the course of his employment by Sysco (or as applicable, a Subsidiary) which damaged Sysco and/or any of its Subsidiaries, or (vi) disclosing trade secrets of Sysco and/or any of its Subsidiaries ((i) through (vi) individually and collectively referred to as “Forfeiture Event”), the entire amount credited to the Participant’s Account in the Deferred Compensation Ledger as of the date of discharge, exclusive of the lesser of (a) the credit balance of the Participant’s Account attributable to Deferrals of the Participant, without any adjustments for deemed Investment earnings and losses pursuant to Sections 4.2,  4.3 and 4.5, or (b) the credit balance of the Participant’s Account attributable to Deferrals, taking into account the adjustments for deemed Investment earnings and losses pursuant to Sections 4.2,  4.3 and 4.5, shall be forfeited even though it may have been previously vested under Article V. 

(b)Forfeiture after Commencement of Distributions.  If the Administrative Committee finds, after full consideration of the facts presented on behalf of both Sysco (or as applicable, a Subsidiary) and the Participant, that a Participant who has begun receiving distributions under this Plan (other than In-Service Distributions) or has received all distributions such Participant is entitled to receive under this Plan engaged in a Forfeiture Event during his employment with Sysco (or as applicable, a Subsidiary) (even though the Participant was not discharged from Sysco or a Subsidiary for such a Forfeiture Event), the Participant and/or Participant’s Beneficiaries shall, to the extent determined by the Administrative Committee, in its sole discretion, (i) forfeit the entire amount credited to the Participant’s Account exclusive of the lesser of (A) the credit balance of the Participant’s Account attributable to Deferrals of the Participant, without any adjustments for deemed Investment earnings and losses pursuant to Sections 4.2, 4.3 and 4.5, or (B) the credit balance of the Participant’s Account attributable to Deferrals, taking into account the adjustments for deemed Investment earnings and losses pursuant to Sections 4.2, 4.3 and 4.5, and/or (ii) repay to the Company (at such times as determined by the Administrative Committee) amounts previously distributed to the Participant under this Plan exclusive of amounts

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attributable to Deferrals (without any adjustments for deemed Investment earnings and losses pursuant to Sections 4.2, 4.3 and 4.5) under this Plan, even though such amounts may have been previously vested under Article V. For purposes of determining the portion of the Participant’s Account attributable to Deferrals, any distributions made to a Participant before the date of determination (including any In-Service Distributions) shall be applied first to reduce the credit balance of the Participant’s Account attributable to Deferrals (exclusive of any associated Investment earnings).

(c)Administrative Committee Discretion.  The decision of the Administrative Committee as to the existence of a Forfeiture Event shall be final.  No decision of the Administrative Committee shall affect the finality of the discharge of the Participant by Sysco or a Subsidiary in any manner.

(d)Special Rule for Change of Control.  Notwithstanding the above, the forfeiture created by Sections 6.7(a) and 6.7(b), respectively, shall not apply to a Participant who: (i) is discharged during the Plan Year in which a Change of Control occurs, or during the next three (3) succeeding Plan Years following the Plan Year in which a Change of Controls occurs (the “Change of Control Period”) or (ii) during the Change of Control Period is determined by the Administrative Committee to have engaged in a Forfeiture Event, unless a court reviewing the Administrative Committee’s findings agrees with the Administrative Committee’s determination to apply the forfeiture.

6.8Forfeiture for Competition.  

(a)Participant hereby recognizesthat the Companywould not be providing the valuable benefits conferred by this Plan but for Participant’s willingness to provide certain post-employment covenants designed to protect Sysco and its Subsidiaries’ valuable confidential information, trade secrets and goodwill, including, without limitation, its valuable customer and supplier relationships.  By accepting the benefits provided by this Plan, Participant acknowledges that Participant is engaging in an arms-length transaction of parties with equal bargaining power, recognizing that Participant may refuse to accept the benefits provided by this Plan and accordingly refuse to provide the covenants contained in this Section 6.8 without any impact on Participant’s continued employment with Sysco (or, as applicable, any Subsidiary).

(b)To the extent determined by the Administrative Committee, in its sole discretion, Participant shall (i) forfeit the entire amount credited to the Participant’s Account exclusive of the lesser of (A) the credit balance of the Participant’s Account attributable to Deferrals of the Participant, without any adjustments for deemed Investment earnings and losses pursuant to Sections 4.2, 4.3 and 4.5, or (B) the credit balance of the Participant’s Account attributable to Deferrals, taking into account the adjustments for deemed Investment earnings and losses pursuant to Sections 4.2, 4.3 and 4.5, and/or (ii) repay to the Company (at such times as determined by the Administrative Committee) amounts previously distributed to the Participant under this Plan exclusive of amounts attributable to Deferrals (without any adjustments for deemed Investment earnings and losses pursuant to Sections 4.2, 4.3 and 4.5) under this Plan, if the Administrative Committee finds, after full consideration of the facts, that Participant, at any time within five (5) years from Participant’s last day of employment and without written consent of Sysco’s Chief Executive Officer or General Counsel, directly or indirectly engages in any of the following acts: (1) provides services (regardless of whether as a director, officer, employee, consultant or independent contractor) that are substantially the same as provided to Sysco (or as applicable, any Subsidiary) to any business that competes with the business of  Sysco (or, if applicable, any Subsidiary if Participant worked for a Subsidiary as of Participant’s last day of employment) in any county where Sysco (or as applicable, any Subsidiary) that employed Participant sold product as of the date of this Plan, provided that Participant also worked in or had responsibility over such county or counties at any time during the last twenty-four (24) months of Participant’s employment with Sysco (or, as applicable, any Subsidiary); (2) solicits, entices or recruits for any business that competes with the business of Sysco (or, if applicable, any Subsidiary if Participant worked for a Subsidiary as of Participant’s last day of employment) any actual or prospective customer of Sysco (or as applicable, any Subsidiary) with whom Participant had contact at any time during Participant’s employment; (3) solicits, entices or recruits any employee of Sysco or any Subsidiary to leave such employment to join a competing business; or (4) discloses any trade secret or item of confidential

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information of Sysco and/or any Subsidiary to a competing business. For purposes of determining the portion of the Participant’s Account attributable to Deferrals, any distributions made to a Participant before the date of determination shall be applied first to reduce the credit balance of the Participant’s Account attributable to Deferrals (exclusive of  any associated Investment earnings).

(c)Notwithstanding the foregoing, the forfeiture or repayment obligations created by this Section 6.8 shall not apply to any Participant whose termination of employment from Sysco or a Subsidiary occurs during the Change of Control Period.

6.9Hardship Withdrawals.  Any Participant may request a hardship withdrawal to satisfy an “Unforeseeable Emergency.”  No hardship withdrawal can exceed the lesser of (i) the amount of Deferrals credited to the Participant’s Account, or (ii) the amount reasonably necessary to satisfy the Unforeseeable Emergency.  Whether an Unforeseeable Emergency exists and the amount reasonably needed to satisfy such need shall be determined by the Administrative Committee based upon the evidence presented by the Participant and the rules established in this Section 6.9.  If a hardship withdrawal under this Section 6.9 is approved by the Administrative Committee, it shall be paid within ten (10) days of the Administrative Committee’s determination.  For purposes of this Plan, an “Unforeseeable Emergency” means either: (i) a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse or of a dependent (as defined in Section 152(a) of the Code) of the Participant, (ii) loss of the Participant’s property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Participant, provided that in each case the circumstances qualify as an “unforeseeable emergency” for purposes of Section 409A.  The circumstances that constitute a hardship shall depend upon the facts of each case, but, in any case, amounts distributed with respect to an Unforeseeable Emergency shall not exceed the amount necessary to satisfy such need plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such need is or may be relieved:  (a) through reimbursement or compensation by insurance or otherwise (other than compensation that would otherwise be available to the Participant from either a tax-qualified plan or another non-qualified deferred compensation plan (irrespective of whether such non-qualified deferred compensation plan is subject to Section 409A of the Code)), (b) by liquidation of the Participant’s assets, to the extent the liquidation of such assets will not itself cause severe financial hardship, or (c) additional compensation that may be available to such Participant by reason of a cancellation of deferrals under Section 3.5 of this Plan.  Foreseeable needs for funds, such as the need to send a Participant’s child to college or the desire to purchase a home, shall not be considered to be an Unforeseeable Emergency.

6.10Payments Upon Income Inclusion Under Section 409A.  It is intended that the provisions of this Plan shall comply fully with the requirements of Section 409A. In the event that it is determined that some or all of the provisions of this Plan do not comply with the requirements of Section 409A and a Participant is required to include in income amounts otherwise deferred under this Plan as a result of non-compliance with Section 409A, the Participant shall be entitled, upon request, to receive a distribution from such Participant’s Account not to exceed the lesser of (i) the vested portion of the Participant’s Account, or (ii) the amount required to be included in income as a result of the failure of the Plan to comply with the requirements of Section 409A. Amounts distributable pursuant to this Section 6.10 shall be distributed as soon as administratively feasible but no later than ninety (90) days after the date of the determination that such provisions of the Plan do not comply with the requirements of Section 409A.

6.11Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments.  If any payment or benefit received or to be received by a Participant in connection with a “change of control” (as defined in Section 280G of the Code and the Treasury Regulations thereunder) of Sysco would either (i) result in such payment or benefit not being deductible, whether in whole or in part, by Sysco or any Subsidiary, as a result of Section 280G of the Code, and/or (ii) result in the Participant being subject to the excise tax imposed under Section 4999 of the Code, then the benefits payable to the Participant under the Executive Retirement Plans shall be reduced until no portion of the Total Payments is not deductible as a result of Section 280G of the Code (and/or not subject to the excise tax imposed under Section 4999 of the Code) or the benefits payable under the Executive Retirement Plans that are treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) have been reduced to zero. 

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If a Participant is entitled to a benefit under more than one (1) of the Executive Retirement Plans, then the reduction shall be applied in the order determined by the Administrative Committee in its sole discretion.  In determining the amount of the reduction, if any, under this Plan: (a) no portion of the Total Payments which the Participant has waived in writing prior to the date of the payment of benefits under this Plan will be taken into account, (b) no portion of the Total Payments which tax counsel, selected by Sysco’s independent auditors and acceptable to the Participant and reasonably acceptable to Sysco (“Tax Counsel”), determines not to constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code will be taken into account (including, without limitation, amounts not treated as a “parachute payment” as a result of the application of Section 280G(d)(4)(A)), (c) no portion of the Total Payments which Tax Counsel, determines to be reasonable compensation for services rendered within the meaning of Section 280G(d)(4)(B) of the Code will be treated as an “excess parachute payment” in the manner provided by Section 280G(d)(4)(B), and (d) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by Sysco’s independent auditors in accordance with Sections 280G(b)(3) and (4) of the Code. Notwithstanding anything herein or otherwise to the contrary, the Compensation Committee, may, within its sole discretion and pursuant to an agreement approved by the Compensation Committee, waive application of this Section 6.11, when it determines that specific situations warrant such action.

6.12Responsibility for Distributions and Withholding of Taxes.  The Administrative Committee shall furnish information, to the Company last employing the Participant, concerning the amount and form of distribution to any Participant entitled to a distribution so that the Company may make or cause the Trust to make the distribution required.  It shall also calculate the deductions from the amount of the benefit paid under the Plan for any taxes required to be withheld by federal, state or local government and will cause them to be withheld.

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ARTICLE VII

ADMINISTRATION

7.1Administrative Committee Appointment.  The Administrative Committee shall be appointed by the Compensation Committee.  Each Administrative Committee member shall serve until his or her resignation or removal.  The Compensation Committee or its designeeshall have the sole discretion to remove any one or more Administrative Committee members and to appoint one or more replacement or additional Administrative Committee members from time to time.

7.2Administrative Committee Organization and Voting.  The organizational structure and voting responsibilities of the Administrative Committee shall be as set forth in the bylaws of the Administrative Committee.

7.3Powers of the Administrative Committee.  Except as provided under Section 7.8 or unless otherwise reserved to the Compensation Committee, the Administrative Committee shall have the exclusive responsibility for the general administration of the Plan according to the terms and provisions of the Plan and shall have all powers necessary to accomplish those purposes, including but not by way of limitation the right, power and authority:

(a)to make rules and regulations for the administration of the Plan;

(b)to construe, interpret and apply all terms, provisions, conditions and limitations of the Plan;

(c) to correct any defect, supply any omission or reconcile any inconsistency that may appear in the Plan in the manner and to the extent it deems expedient to carry the Plan into effect for the greatest benefit of all parties at interest;

(d)to designate the persons eligible to become Participants and to establish the maximum and minimum amounts that may be elected to be deferred;

(e)to determine all controversies relating to the administration of the Plan, including but not limited to:

(i)differences of opinion arising between the Company and a Participant in accordance with Section 7.7, except when the difference of opinion relates to the entitlement to, the amount of or the method or timing of payment of a benefit affected by a Change of Control, in which event, such difference of opinion shall be decided by judicial action; and

(ii) any question it deems advisable to determine in order to promote the uniform administration of the Plan for the benefits of all parties at interest;

(f) to delegate by written notice any plan administration duties of the Administrative Committee to such individual members of the Administrative Committee, individual employees of the Company, or groups of employees of the Company, as the Administrative Committee determines to be necessary or advisable to properly administer the Plan; and

(g)to designate the investment options treated as Investments for purposes of this Plan.

7.4Committee Discretion.  The Administrative Committee (or, as applicable, the Compensation Committee), in exercising any power or authority granted under this Plan, or in making any determination under this Plan shall perform or refrain from performing those acts pursuant to such authority using its sole discretion and judgment.  By way of amplification and without limiting the foregoing, the Company specifically intends that the Administrative Committee (or, as applicable, the Compensation

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Committee) have the greatest possible discretionary authority to construe, interpret and apply the terms of the Plan and to determine all questions concerning eligibility, participation and benefits.  Any decision made by the Administrative Committee (or, as applicable, the Compensation Committee) or any refraining to act or any act taken by the Administrative Committee (or, as applicable, the Compensation Committee) in good faith shall be final and binding on all parties, subject to the provisions of Sections 7.7(a) through 7.7(c).  The Administrative Committee’s (or, as applicable, the Compensation Committee’s) decisions shall never be subject to de novo review.  Notwithstanding the foregoing, the Administrative Committee’s (or, as applicable, the Compensation Committee’s) decisions, refraining to act or acting is to be subject to judicial review for those incidents occurring during the Plan Year in which a Change of Control occurs and during the next three (3) succeeding Plan Years.

7.5Reimbursement of Expenses.  The Administrative Committee shall serve without compensation for its services but shall be reimbursed by Sysco for all expenses properly and actually incurred in the performance of its duties under the Plan.

7.6Indemnification.  To the extent permitted by law, members of the Board of Directors, members of the Compensation Committee, members of the Administrative Committee, employees of the Company, and all agents and representatives of the Company shall be indemnified by the Company, and saved harmless against any claims resulting from any action or conduct relating to the administration of the Plan, except claims arising from gross negligence, willful neglect or willful misconduct.

7.7Claims Procedure.  Any person who believes that he or she is being denied a benefit to which he or she is entitled under the Plan (referred to hereinafter as a “Claimant”) must file a written request for such benefit with the Administrative Committee; provided, however, that any claim involving entitlement to, the amount of or the method of or timing of payment of a benefit affected by a Change of Control shall be governed by Section 7.3(e)(i).  Such written request must set forth the Claimant’s claim and must be addressed to the Administrative Committee at Sysco’s principal office.

(a)Initial Claims Decision.  The Administrative Committee shall generally provide written notice to the Claimant of its decision within ninety (90) days (or forty-five (45) days for a Disability-based claim) after the claim is filed with the Administrative Committee; provided, however, that the Administrative Committee may have up to an additional ninety (90) days (or up to two (2) thirty (30)  day periods for a Disability-based claim), to decide the claim, if the Administrative Committee determines that special circumstances require an extension of time to decide the claim, and the Administrative Committee advises the Claimant in writing of the need for an extension (including an explanation of the special circumstances requiring the extension) and the date on which it expects to decide the claim. 

(b)Appeals.  A Claimant may appeal the Administrative Committee’s decision by submitting a written request for review to the Administrative Committee within sixty (60) days (or one hundred eighty (180)  days for a Disability-based claim) after the earlier of receiving the denial notice or after expiration of the initial review period.  Such written request must be addressed to the Administrative Committee at Sysco’s principal office.  In connection with such request, the Claimant (and his or her authorized representative, if any) may review any pertinent documents upon which the denial was based and may submit issues and comments in writing for consideration by the Administrative Committee.  If the Claimant’s request for review is not received within the earlier of sixty (60) days (or one hundred eighty (180) days for a Disability-based claim) after receipt of the denial or after expiration of the initial review period, the denial shall be final, and the Claimant shall be barred and estopped from challenging the Administrative Committee’s determination.  

(c)Decision Following Appeal.  The Administrative Committee shall generally make its decision on the Claimant’s appeal in writing within sixty (60) days (or forty-five (45) days for a Disability-based claim) following its receipt of the Claimant’s request for appeal; provided, however, that the Administrative Committee may have up to an additional sixty (60) days (or forty-five (45) days for a Disability-based claim) to decide the claim, if the Administrative Committee determines that special circumstances require an extension of time to decide the claim and the Administrative Committee advises the Claimant in writing of the need for an extension (including an explanation of the special circumstances

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requiring the extension) and the date on which it expects to decide the claim.  The Administrative Committee shall notify the Claimant of its decision on the Claimant’s appeal in writing, regardless of whether the decision is adverse. 

(d)Decisions Final; Procedures Mandatory.  A decision on appeal by the Administrative Committee shall be binding and conclusive upon all persons, and completion of the claims procedures described in this Section 7.7 shall be a mandatory precondition to commencement of any court proceeding in connection with the Plan by a person claiming rights under the Plan or by another person claiming rights through such a person.  The Administrative Committee may, in its sole discretion, waive the procedures described in this Section 7.7 as a mandatory precondition to such an action.

7.8Compensation Committee Decisions.  Notwithstanding anything in the Plan to the contrary, any determination made with respect to the benefits or rights of an Executive Officer under this Plan shall not be made by the Administrative Committee but shall instead be made by the Compensation Committee, and each provision of the Plan otherwise governing such a determination shall be interpreted and construed to substitute the Compensation Committee for the Administrative Committee in such provision.

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ARTICLE VIII

ADOPTION BY SUBSIDIARIES

8.1Procedure for and Status After Adoption.  Any Subsidiary may, with the approval of the Administrative Committee, adopt this Plan by appropriate action of its board of directors.  The terms of this Plan shall apply separately to each Subsidiary adopting this Plan and its Participants in the same manner as is expressly provided for Sysco and its Participants except that the powers of the Board of Directors, the Compensation Committee and the Administrative Committee under the Plan shall be exercised by the Board of Directors of Sysco, the Compensation Committee of the Board of Directors of Sysco or the Administrative Committee of Sysco, as applicable.  Sysco and each Subsidiary adopting this Plan shall bear the cost of providing plan benefits for its own Participants.  It is intended that the obligation of Sysco and each Subsidiary with respect to its Participants shall be the sole obligation of the Company that is employing the Participant and shall not bind any other Company.

8.2Termination of Participation By Adopting Subsidiary.  Any Subsidiary adopting this Plan may, by appropriate action of its board of directors, terminate its participation in this Plan.  The Administrative Committee may, in its discretion, also terminate a Subsidiary’s participation in this Plan at any time.  The termination of the participation in this Plan by any Subsidiary shall not, however, affect the rights of any Participant who is working or has worked for the Subsidiary as to amounts previously standing to his credit in his Account in the Deferred Compensation Ledger, including, without limitation, all of the Participant’s rights pursuant to Sections 4.2,  4.3 and 4.4 with respect to amounts deferred by him and matched by the Company and credited to his Account, prior to the distribution of those funds to the Participant, without his consent.

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ARTICLE IX

AMENDMENT AND/OR TERMINATION

9.1Amendment or Termination of the Plan.  The Compensation Committee may amend or terminate this Plan at any time by an instrument in writing without the consent of any adopting Subsidiary. 

9.2No Retroactive Effect on Awarded Benefits.  Absent a Participant’s prior consent, no amendment shall:

(a)affect the amounts then standing to his credit in his Account in the Deferred Compensation Ledger;

(b)change the rate of or method of calculating interest to accrue in the future on Company Matches credited to a Participant’s Account prior to July 2, 2008;

(c)change a Participant’s rights under any provision relating to a Change of Control after a Change of Control has occurred.

However, the Compensation Committee shall retain the right at any time to (i) change in any manner the method of calculating Investment earnings and losses effective from and after the date of the amendment on the Participant’s Deferrals, and (ii) change the rate of or method of calculating interest, effective from and after the date of the amendment, to accrue on Company Matches credited to a Participant’s Account on or after July 2, 2008, if in both cases the amendment has been announced to the Participants.

9.3Effect of Termination.  Upon termination of the Plan, the following provisions of this Section 9.3 shall apply:

(a)No additional amounts shall be credited to any Participant’s Account in the Deferred Compensation Ledger, to the extent such amounts relate to salaries or bonuses earned on or after the effective date of the Plan’s termination.

(b)The Compensation Committee may, in its sole discretion, authorize distributions of the vested balance of the Participants’ Accounts in the Deferred Compensation Ledger to Participants as a result of the Plan’s termination; provided that:

(i)All deferred compensation arrangements sponsored by the Company that would be aggregated with this Plan under Section 1.409A-1(c) of the Treasury Regulations, if the Participant participated in such arrangements are terminated;

(ii)No distributions other than distributions that would be payable under the terms of the Plan if the termination had not occurred are made within twelve (12) months of the termination of the Plan;

(iii)All distributions of amounts deferred under the Plan and any other vested amounts are paid within twenty-four (24) months of the termination of the Plan; and

(iv) The Company does not adopt a new deferred compensation arrangement at any time within three (3) years following the date of termination of the Plan that would be aggregated with this Plan under Section 1.409A-1(c) of the Treasury Regulations if the Participant participated in this Plan and the new arrangement.

(c)Except as otherwise provided in Sections 9.3(a) and (b), on and after the effective date of the Plan’s termination, (i) the Plan shall continue to be administered as it was prior to the Plan’s termination until all Participant Account balances have been distributed pursuant to the terms of the Plan; (ii) a Participant shall continue to be entitled to a distribution of his Account only if he meets the distribution requirements set forth in Article 6 hereof; (iii) the forfeiture provisions of Sections 6.7 and 6.8,

24

and the restrictions set out in Section 6.11 shall continue to apply; and (iv) no Participant shall be entitled to a distribution of the Participant’s Account solely as a result of the Plan’s termination in accordance with the terms of this Article IX.

25

ARTICLE X

FUNDING

10.1Payments Under This Plan are the Obligation of the Company.  The Company last employing a Participant shall pay the benefits due the Participant under this Plan; however, should it fail to do so when a benefit is due, then the benefit shall be paid by the Trust.  In any event, if the Trust fails to pay for any reason, the Company still remains liable for the payment of all benefits provided by this Plan.

10.2Plan May Be Funded Through the Trust.  It is specifically recognized by both the Company and the Participants that the Company may, but is not required to, purchase life insurance so as to accumulate assets to fund the obligations of the Company under this Plan, and that the Company may, but is not required to contribute any policy or policies it may purchase and any amounts or other assets it finds desirable to the Trust.  However, under all circumstances, the Participants shall have no rights to any of those policies or any other assets contributed to the Trust; and, likewise, under all circumstances, the rights of the Participants to the assets held in the Trust shall be no greater than the rights expressed in this Plan and the Trust Agreement.  Nothing contained in the Trust Agreement shall constitute a guarantee by the Company that assets of the Company transferred to the Trust shall be sufficient to pay any benefits under this Plan or would place the Participant in a secured position ahead of general creditors should the Company become insolvent or bankrupt.  The Trust Agreement must specify that Participants in this Plan are only unsecured general creditors of the Company in relation to their benefits under this Plan.

10.3Reversion of Excess Assets.  Sysco may, at any time, request the record keeper for the Plan to determine the present Account balances, assuming the Account balances to be fully vested and taking into account credits and debits arising from deemed Investment earnings and losses or interest credited pursuant to Article IV, as of the month end coincident with or next preceding the request, of all Participants and Beneficiaries of deceased Participants for which the Company is or will be obligated to make payments under this Plan.  For periods prior to a Change of Control, if the fair market value of the assets held in the Trust, as determined by the Trustee as of that same date, exceeds the total of the Account balances of all Participants and Beneficiaries under this Plan,Sysco may direct the Trustee to return to Sysco the assets which are in excess of the Account balances under this Plan.  For periods following a Change of Control, if the fair market value of the assets held in the Trust, as determined by the Trustee as of that same date, exceeds the total of the Account balances of all Participants and Beneficiaries under this Plan by 10%, Sysco may direct the Trustee to return to Sysco the assets which are in excess of 110% of the Account balances under this Plan.  If there has been a Change of Control, to determine excess assets, all contributions made prior to the Change of Control shall be subtracted from the fair market value of the assets held in the Trust as of the determination date but before the determination is made.

10.4Participants Must Rely Only on General Credit of the Company.  The Company and the Participants recognize that this Plan is only a general corporate commitment, and that each Participant is merely an unsecured general creditor of the Company with respect to any of the Company’s obligations under this Plan.

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ARTICLE XI

MISCELLANEOUS

11.1Limitation of Rights.  Nothing in this Plan shall be construed:

(a)to give any employee of any Company any right to be designated a Participant in the Plan;

(b)to give a Participant any right with respect to the compensation deferred, the Company Match, the deemed Investment earnings and losses, or the interest credited in the Deferred Compensation Ledger except in accordance with the terms of this Plan;

(c)to limit in any way the right of the Company to terminate a Participant’s employment with the Company at any time;

(d)to evidence any agreement or understanding, expressed or implied, that the Company shall employ a Participant in any particular position or for any particular remuneration; or

(e)to give a Participant or any other person claiming through him any interest or right under this Plan other than that of any unsecured general creditor of the Company.

11.2Distributions to Incompetents or Minors.  Should a Participant become incompetent or should a Participant designate a Beneficiary who is a minor or incompetent, the Administrative Committee is authorized to pay the funds due to the parent of the minor or to the guardian of the minor or incompetent or directly to the minor or to apply those funds for the benefit of the minor or incompetent in any manner the Administrative Committee determines in its sole discretion.

11.3Non-alienation of Benefits.  No right or benefit provided in this Plan shall be transferable by the Participant except, upon his death, to a named Beneficiary as provided in this Plan.  No right or benefit under this Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge the same will be void.  No right or benefit under this Plan shall in any manner be liable for or subject to any debts, contracts, liabilities or torts of the person entitled to such benefits.  If any Participant or any Beneficiary becomes bankrupt or attempts to anticipate, alienate, sell, assign, pledge, encumber or charge any right or benefit under this Plan, that right or benefit shall, in the discretion of the Administrative Committee, cease.  In that event, the Administrative Committee may have the Company hold or apply the right or benefit or any part of it to the benefit of the Participant or Beneficiary, his or her spouse, children or other dependents or any of them in any manner and in any proportion the Administrative Committee believes to be proper in its sole and absolute discretion, but is not required to do so.

11.4Reliance Upon Information.  No member of either the Administrative Committee or the Compensation Committee shall be liable for any decision or action taken in good faith in connection with the administration of this Plan.  Without limiting the generality of the foregoing, any decision or action taken by the Administrative Committee or the Compensation Committee when it relies upon information supplied it by any officer of the Company, the Company’s legal counsel, the Company’s independent accountants or other advisors in connection with the administration of this Plan shall be deemed to have been taken in good faith.

11.5Severability.  If any term, provision, covenant or condition of the Plan is held to be invalid, void or otherwise unenforceable, the rest of the Plan shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

11.6Notice.  Any notice or filing required or permitted to be given to the Administrative Committee or a Participant shall be sufficient if submitted in writing and hand-delivered or sent by U.S. mail to the principal office of the Company or to the residential mailing address of the Participant.  Notice

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shall be deemed to be given as of the date of hand-delivery or if delivery is by mail, as of the date shown on the postmark.

11.7Gender and Number.  If the context requires it, words of one gender when used in this Plan will include the other genders, and words used in the singular or plural will include the other.

11.8Governing Law and Exclusive Jurisdiction.  The Plan shall be governed by the laws of the State of Delaware, except to the extent such laws are preempted by federal law.  Participant and the Company agree that the sole and exclusive jurisdiction for any dispute under this Plan shall lie in theUnited States District Court for the Southern District of Texas, and the parties hereby waive any jurisdictional or venue-related defense to litigating in this forum.  

11.9Effective Date.  This Plan will be operative and effective on December 31, 2012.

11.10Compliance with Section 409A.  The Plan (i) is intended to comply with, (ii) shall be interpreted and its provisions shall be applied in a manner that is consistent with, and (iii) shall have any ambiguities therein interpreted, to the extent possible, in a manner that complies with Section 409A. 

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IN WITNESS WHEREOF, the Company has executed this document as of November 13, 2012, effective December 31, 2012.

SYSCO CORPORATION

By:/s/ Russell T. Libby

Name:Russell T. Libby

Title:Senior Vice President, General Counsel

and Secretary

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EXHIBIT “A”

SEVENTH AMENDED AND RESTATED

SYSCO CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

INVESTMENT OPTIONS

The following are the “Investments” that are available under the Seventh Amended and Restated Sysco Corporation Executive Deferred Compensation Plan:

Option	Sub-Advisor/Manager
Equity Income Trust	T. Rowe Price Associates, Inc.
500 Index B Trust	MFC Global Investment Management USA Ltd.
Mid-Value Trust	T. Rowe Price Associates, Inc.
JHT International Value	Templeton Global Advisors Limited
Small Cap Value Trust	Wellington Management Company LLC
Brandes International Equity Fund	Brandes Investment Partners, LP
Frontier Capital Appreciation	Frontier Capital Management, LLC
Bond Index B Trust	Declaration Management & Research LLC

Default Investment

Moody’s Average Corporate Bond Yield calculated as described in the definition of Default Investment.

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EX-10.4

Exhibit 10.4

SYSCO CORPORATION

MANAGEMENT SAVINGS PLAN

Effective:November 13, 2012

SYSCO CORPORATION

MANAGEMENT SAVINGS PLAN

TABLE OF CONTENTS

		Page
ARTICLE I – DEFINITIONS.................................................................................................................................................................		2
ARTICLE II–ELIGIBILITY AND FROZEN PARTICIPANTS................................................................................................		9
2.1	Eligibility........................................................................................................................................................................................	9
2.2	Frozen Participants...................................................................................................................................................................	9
2.3	Benefits Upon Re-employment..........................................................................................................................................	9
ARTICLE III–PARTICIPANT DEFERRALS AND COMPANY CONTRIBUTIONS....................................................		10
3.1	Salary Deferral Election.........................................................................................................................................................	10
3.2	Bonus Deferral Election.........................................................................................................................................................	10
3.3	Additional Rules and Procedures.......................................................................................................................................	11
3.4	Cancellation of Salary Deferral Election upon the Occurrence of an Unforseeable Emergency.......	11
ARTICLE IV – ACCOUNT.....................................................................................................................................................................		12
4.1	Definitions....................................................................................................................................................................................	12
4.2	Company Match........................................................................................................................................................................	12
4.3	Nonelective Contribution.......................................................................................................................................................	13
4.4	Pension Transition Contribution..........................................................................................................................................	13
4.5	SERP Transition Contribution..............................................................................................................................................	13
4.6	MIPRP Transition Contribution............................................................................................................................................	14
4.7	Discretionary Company Contribution..............................................................................................................................	15
ARTICLE V – ACCOUNT.......................................................................................................................................................................		16
5.1	Establishing a Participant’s Account................................................................................................................................	16
5.2	Credit of the Participant’s Salary Deferrals.................................................................................................................	16
5.3	Credit of the Company Contributions.............................................................................................................................	16
5.4	Deemed Investment of Deferrals.....................................................................................................................................	16
5.5	Procedure to Credit or Debit Interest, Earnings or Losses Upon an Event of Distribution....................	17
ARTICLE VI - VESTING.......................................................................................................................................................................		18
6.1	Deferrals.......................................................................................................................................................................................	18
6.2	Company Match........................................................................................................................................................................	18
6.3	Nonelective Contribution, Pension Transition Contribution, SERP Transition Contribution, and	18
	MIPRP Transition Contribution............................................................................................................................................
6.4	Forfeiture of Vested Company Contributions.............................................................................................................	18
ARTICLE VII - DISTRIBUTIONS......................................................................................................................................................		19
7.1	Death............................................................................................................................................................................................	19
7.2	Disability.......................................................................................................................................................................................	19
7.3	Retirement....................................................................................................................................................................................	19
7.4	Distributions Upon Termination...........................................................................................................................................	19
7.5	In-Service Distributions..........................................................................................................................................................	19
7.6	Distribution Elections for Deferrals..................................................................................................................................	19
7.7	Forfeiture For Cause...............................................................................................................................................................	21
7.8	Forfeiture for Competition....................................................................................................................................................	22
7.9	Hardship Withdrawals..............................................................................................................................................................	23
7.10	Payments Upon Income Inclusion Under Section 409A.........................................................................................	23
7.11	Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments.....	24

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7.12	Responsibility for Distributions and Withholding of Taxes....................................................................................	24
ARTICLE VIII – ADMINISTRATION..................................................................................................................................................		25
8.1	Administrative Committee Appointment.........................................................................................................................	25
8.2	Administrative Committee Organization and Voting..................................................................................................	25
8.3	Powers of the Administrative Committee......................................................................................................................	25
8.4	Committee Discretion.............................................................................................................................................................	25
8.5	Reimbursement of Expenses..............................................................................................................................................	26
8.6	Indemnification...........................................................................................................................................................................	26
8.7	Claims Procedure......................................................................................................................................................................	26
8.8	Delegation of Authority by the Compensation Committee...................................................................................	27
8.9	Compensation Committee Decisions..............................................................................................................................	27
ARTICLE IX - ADOPTION BY SUBSIDIARIES...........................................................................................................................		28
9.1	Procedure for and Status After Adoption.......................................................................................................................	28
9.2	Termination of Participation By Adopting Subsidiary...............................................................................................	28
ARTICLE X - AMENDMENT AND/OR TERMINATION.............................................................................................................		29
10.1	Amendment or Termination of the Plan..........................................................................................................................	29
10.2	No Retroactive Effect on Awarded Benefits...............................................................................................................	29
10.3	Effect of Termination..............................................................................................................................................................	29
ARTICLE XI – FUNDING.......................................................................................................................................................................		30
11.1	Payments Under This Plan are the Obligation of the Company.........................................................................	30
11.2	Plan May Be Funded Through the Trust.........................................................................................................................	30
11.3	Reversion of Excess Assets..............................................................................................................................................	30
11.4	Participants Must Rely Only on General Credit of the Company......................................................................	30
ARTICLE XII – MISCELLANEOUS....................................................................................................................................................		31
12.1	Limitation of Rights..................................................................................................................................................................	31
12.2	Distributions to Incompetents or Minors.........................................................................................................................	31
12.3	Non-alienation of Benefits....................................................................................................................................................	31
12.4	Reliance Upon Information...................................................................................................................................................	31
12.5	Severability..................................................................................................................................................................................	31
12.6	Notice.............................................................................................................................................................................................	31
12.7	Gender and Number.................................................................................................................................................................	32
12.8	Governing Law............................................................................................................................................................................	32
12.9	Effective Date...........................................................................................................................................................................	32
12.10	Compliance with Section 409A of the Code.................................................................................................................	32

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SYSCO CORPORATION

MANAGEMENT SAVINGS PLAN

WHEREAS,  the Board of Directors of Sysco Corporation (“Sysco”), upon recommendation by the Compensation Committee of the Board of Directors of Sysco Corporation, has determined that it is in the best interest of Sysco to adopt the Sysco Corporation Management Savings Plan, an unfunded plan of deferred compensation for eligible employees who are part of a select group of management or highly compensated employees within the meaning of Sections 201, 301 and 401 of ERISA (and therefore exempt from the requirements of Parts 2, 3 and 4 of Title I of ERISA as a “top hat” plan and eligible for the alternative method of compliance for reporting and disclosure which is available for such plans),  to provide certain highly compensated management personnel a supplement to their retirement pay so as to retain their loyalty and to offer them a further incentive to maintain and increase their standard of performance.

NOW, THEREFORE, Sysco hereby adopts the Sysco Corporation Management Savings Plan, effective as of November 13, 2012, as follows:

ARTICLE I

DEFINITIONS

401(k) Match.  “401(k) Match” shall have the meaning set forth in Section 4.1(a).

401(k) Nonelective Contribution.“401(k) Nonelective Contribution” shall have the meaning set forth in Section 4.1(b).

401(k) Pension Transition Contribution.  “401(k) Pension Transition Contribution” shall have the meaning set forth in Section 4.1(c).

401(k) Plan. “401(k) Plan” means the Sysco Corporation Employees’ 401(k) Plan,as it may be amended from time to time, any successor plan, and, at the discretion of the Compensation Committee, any other similar plan of Sysco.

401(k) Plan Deferrals. “401(k) Plan Deferrals” shall have the meaning set forth in Section 4.1(d).  

Account.  “Account” means a Participant’s account in the Deferred Compensation Ledger maintained by the Administrative Committee which reflects the entire interest of the Participant in the Plan, as adjusted herein for deemed Investment earnings and losses. A Participant’s Account shall be comprised of, if applicable, such Participant’s Termination/Retirement Account and In-Service Account(s).

Active Participant. “Active Participant” means a Participant in the employ of the Company who is not a Frozen Participant. 

Administrative Committee.  “Administrative Committee” means the persons who are from time to time serving as members of the committee administering this Plan.

Affiliate.  “Affiliate” means any entity with respect to which Sysco beneficially owns, directly or indirectly, at least 50% of the total voting power of the interests of such entity and at least 50% of the total value of the interests of such entity.

Beneficiary.  “Beneficiary” means a person or entity designated by the Participant under the terms of this Plan to receive any amounts distributed under the Plan upon the death of the Participant.

Board of Directors.  “Board of Directors” means the Board of Directors of Sysco.

Bonus.  “Bonus” means a bonus awarded or to be awarded to the Participant under the Management Incentive Plan, or any bonus awarded or to be awarded to a Participant as a substitute for or in lieu of such bonus for a Fiscal Year (including any amounts paid as a substitute for or in lieu of such bonus pursuant to a severance agreement or other arrangement providing for post-retirement benefits), or such other annual incentive bonus determined by the Compensation Committee in its sole discretion.Notwithstanding the foregoing, any portion of the Bonus awarded or to be awarded to a Participant with respect to services performed in those foreign jurisdiction(s) determined by the Administrative Committee and set forth on Exhibit “B”, attached hereto, shall, to the extent determined by the Administrative Committee, be excluded from the definition of Bonus (any such exclusion shall be determined on the basis of the number of days such Participant performed services in such foreign jurisdiction); provided that, for purposes of determining the portion of the Bonus that is subject to a Bonus Deferral Election, only compensation with respect to services performed in those foreign jurisdictions set forth on Exhibit “B”, attached hereto, prior to the time such Bonus Deferral Election becomes irrevocable, shall be excluded. 

Bonus Deferral.  “Bonus Deferral” shall have the meaning set forth in Section 3.2.

Bonus Deferral Election. “Bonus Deferral Election” shall have the meaning set forth in Section 3.2.

Business Day.  “Business Day” means during regular business hours of any day on which the New York Stock Exchange is open for trading.

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Change of Control.  “Change of Control” means the occurrence of one or more of the following events:

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

(b)Individuals who, as of July 1, 2012, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to July 1, 2012 whose election, or nomination for election by Sysco’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 of Directors;

(c)Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Sysco or any of its Affiliates, a sale or other disposition of all or substantially all of the assets of Sysco, or the acquisition of assets or stock of another entity by Sysco or any of its Affiliates (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Sysco Common Stock and the Outstanding Sysco 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 Sysco or all or substantially all of Sysco’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Sysco Common Stock and the Outstanding Sysco Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Sysco 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 (iii) 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 of Directors providing for such Business Combination; or

(d)Approval by the stockholders of Sysco of a complete liquidation or dissolution of Sysco.

Change of Control Period. “Change of Control Period” shall have the meaning set forth in Section 7.7(d).

Claimant.  “Claimant” shall have the meaning set forth in Section 8.7.

Code.  “Code” means the Internal Revenue Code of 1986, as amended from time to time.

Combined Deferral Percentage.  “Combined Deferral Percentage” shall have the meaning set forth in Section 4.1(e).  

Company.  “Company” means Sysco and any Subsidiary that has adopted the Plan with the approval of the Administrative Committee, pursuant to Section 9.1.

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Company Contributions. “Company Contributions” shall mean the Company Match, the Nonelective Contribution, the Pension Transition Contribution, the SERP Transition Contribution, and the MIPRP Transition Contribution.

Company Match.  “Company Match” shall have the meaning set forth in Section 4.2.

Compensation Committee.  “Compensation Committee” means the Compensation Committee of the Board of Directors of Sysco.

Default Distribution Option.  “Default Distribution Option” shall have the meaning set forth in Section 7.6(c)(iv).

Default Investment. “Default Investment” meansMoody’s,  or such other Investment as may be designated by the Administrative Committee as the “Default Investment” on Exhibit “A”, attached hereto.

Deferral.  “Deferral” shall mean a Bonus Deferral, a Salary Deferral, or both.

Deferral Election.  “Deferral Election” shall mean a Bonus Deferral Election, a Salary Deferral Election or both.

Deferred Compensation Ledger. “Deferred Compensation Ledger” means the ledger maintained by the Administrative Committee for each Participant which reflects the amount of the Participant’s Deferrals, Company Contributions, credits and debits for deemed Investment earnings and losses credited pursuant to Article V, and amounts distributed to the Participant or the Participant’s Beneficiaries pursuant to Article VII.

Disability.  “Disability” means that a Participant has been determined by the Social Security Administration to be totally disabled.

EDCP.  “EDCP” means the Sixth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, as it may be amended from time to time, any successor plan, and, at the discretion of the Compensation Committee, any other similar plan of Sysco.

Eligibility Date. “Eligibility Date” means the date as of which an employee of a Company is first eligible to participate in the Plan. An employee shall be notified of the employee’s Eligibility Date by the Administrative Committee or its designee.

Eligible Pay. “Eligible Pay” shall have the meaning set forth in Section 4.1(f).

Executive Officer.  “Executive Officer” means each of Sysco’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice Presidents, Senior Vice Presidents or any other officers designated as “officers” for purposes of Section 16 of the Securities Act.

Executive Retirement Plans. “Executive Retirement Plans” means, collectively, this Plan, the SERP, the MIPRP, the EDCP and the Sysco Corporation Canadian Executive Capital Accumulation Plan, and such other non-qualified deferred compensation arrangements sponsored by Sysco or a Subsidiary as determined by the Compensation Committee.

Fair Market Value.  “Fair Market Value” means, with respect to any Investment, the closing price on the date of reference, or if there were no sales on such date, then the closing price on the nearest preceding day on which there were such sales, and in the case of an unlisted security, the mean between the bid and asked prices on the date of reference, or if no such prices are available for such date, then the mean between the bid and asked prices on the nearest preceding day for which such prices are available.  With respect to any Investment which reports “net asset values” or similar measures of the value of an ownership interest in the Investment, Fair Market Value shall mean such closing net asset value on the date of reference, or if no net asset value was reported on such date, then the net asset value on the nearest preceding day on which such net asset value was reported.  For any Investment not described in the preceding sentences, Fair Market Value shall mean the value of the Investment as determined by the Administrative Committee in

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its reasonable judgment on a consistent basis, based upon such available and relevant information as the Administrative Committee determines to be appropriate.

Fiscal Year.  “Fiscal Year” means the fiscal year of Sysco. Sysco has a 52/53 week fiscal year beginning on the Sunday next following the Saturday closest to June 30^th of each calendar year.

Frozen Participant. “Frozen Participant” shall have the meaning set forth in Section 2.2.

In-Service Account.  “In-Service Account” means a separate recordkeeping account under a Participant’s Account that is created when a Participant elects an In-Service Distribution Date with respect to amounts deferred hereunder.

In-Service Distribution.  “In-Service Distribution” means a payment to the Participant following the occurrence of an In-Service Distribution Date of the amount represented by the balance in the In-Service Account with respect to such In-Service Distribution Date.

In-Service Distribution Date.  “In-Service Distribution Date” means March 1st of the calendar year selected by the Participant during which the Participant’s applicable In-Service Account shall be paid.

In-Service Distribution Election.  “In-Service Distribution Election” shall have the meaning set forth in Section 7.6(a)(ii).

Installment Distribution Option. “Installment Distribution Option” shall have the meaning set forth in Section 7.6(c)(i).

Investment.  “Investment” means the options set forth in Exhibit “A” attached hereto, as the same may be amended from time to time by the Administrative Committee in its sole and absolute discretion.

Lump Sum Distribution Option.  “Lump Sum Distribution Option” shall have the meaning set forth in Section 7.6(c)(ii).

Management Incentive Plan.  “Management Incentive Plan” means the Sysco Corporation 2009 Management Incentive Plan, as it may be amended from time to time, any successor plan, and, at the discretion of the Compensation Committee, any other management incentive plan of Sysco.

MIP Participation. “MIP Participation” shall have the meaning set forth in Section 4.1(g).

MIPRP. “MIPRP” means the Sysco Corporation MIP Retirement Program set forth in Appendix I to the Tenth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, as it may be amended from time to time.

MIPRP Transition Contribution. “MIPRP Transition Contribution” shall have the meaning set forth in Section 4.6(a).

Moody’s.  “Moody’s” means a hypothetical investment with aper annum investment return,for a Plan Year, equal tothe monthly average of the Moody’s Average Corporate Bond Yield (determined by dividing the sum of the Corporate Bond Yield Averages for each month, as published in Moody’s Bond Survey, by the number of months in the applicable calculation period) for either the (i) six-month period ending on October 31stof the calendar year preceding the Plan Year or (ii) the twelve-month period ending on October 31st of the calendar year preceding the Plan Year, whichever produces the higher rate. Moody’s shall be re-determined annually as of November 1st of the calendar year prior to the Plan Year for which such rate shall be effective. Moody’s shall be effective as of January 1^st of the Plan Year and shall remain in effect for the entire Plan Year.  Earningson the portion of a Participant’s Account invested in Moody’s shall be compounded annually, but credited on a daily basis.

Nonelective Contribution.  “Nonelective Contribution” shall have the meaning set forth in Section 4.3.

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Participant.  “Participant” means an employee of a Company who becomes eligible for or is participating in the Plan, and any other current or former employee of Sysco or a Subsidiary who has an Account in the Deferred Compensation Ledger.

Pension Plan.  “Pension Plan” means the Sysco Corporation Retirement Plan, a defined benefit plan qualified under Section 401(a) of the Code, as it may be amended from time to time, any successor plan, and, at the discretion of the Compensation Committee, any other similar plan of Sysco.

Pension Transition Contribution. “Pension Transition Contribution”shall have the meaning set forth in Section 4.4.

Performance Based Compensation.  “Performance Based Compensation” means compensation that is based on services performed over a period of at least twelve (12) months to the extent it is contingent on satisfaction of pre-established performance criteria and not readily ascertainable at the time of the Participant’s deferral election, as determined by the Administrative Committee in accordance with Section 409A.

Plan.  “Plan” means the Sysco Corporation Management Savings Plan, as set forth in this document as it may be amended from time to time.

Plan Year.  “Plan Year” means the calendar year.

Retirement. “Retirement” means a Separation from Service by a Participant from Sysco and its  Subsidiaries for any reason other than death or Disability on or after the earlier of (A) the date the Participant attains age sixty-five (65), or (B) the date that the Participant has attained age fifty-five (55) and has at least ten (10) years of Sysco Service.

Salary Compensation. “Salary Compensation” means any base salary which is otherwise payable to a Participant in cash by the Companyin any Plan Year or deferred by the Participant under any of the following: (i) the 401(k) Plan, (ii) the Section 125 Cafeteria Plan, (iii) this Plan; and (iv) the EDCP.  Notwithstanding the foregoing, any base salary paid or payable to a Participant with respect to services performed in those foreign jurisdiction(s) determined by the Administrative Committee and set forth on Exhibit “B”, attached hereto, shall, to the extent determined by the Administrative Committee, be excluded from the definition of Salary Compensation  (any such exclusion shall be determined on the basis of the number of days such Participant performed services in such foreign jurisdiction, including Canada);  provided that, for purposes of determining the amount of Salary Compensation that is subject to a Salary Deferral Election, onlycompensation with respect to services performed in those foreign jurisdictions set forth on Exhibit “B”, attached hereto, prior to the time such Salary Deferral Election becomes irrevocable shall be excluded. 

Salary Deferral.  “Salary Deferral” shall have the meaning set forth in Section 3.1.

Salary Deferral Election.  “Salary Deferral Election” shall have the meaning set forth in Section 3.1.  

Section 125 Cafeteria Plan.  “Section 125 Cafeteria Plan” means the Sysco Corporation Pretax Premium and Reimbursement Account Plan, a “cafeteria plan” qualified under Section 125 of the Code, any successor plan thereto and any other such plan maintained by Sysco or a Subsidiary.

Section 409A.  “Section 409A” means Section 409A of the Code. References herein to “Section 409A” shall also include any regulatory and other interpretive guidance promulgated by the Treasury Department, including the Treasury Regulations, or the Internal Revenue Service under Section 409A of the Code.

Securities Act.  “Securities Act” means the Securities Exchange Act of 1934, as amended from time to time.

Separation from Service.  “Separation from Service” means a “separation from service” within the meaning of Section 409A. A Participant shall be presumed to have experienced a “separation from service” as a result of a termination of employment if the level of bona fide services performed by the Participant for Sysco or a Subsidiary decreases to a level equal to twenty-five percent (25%) or less of the average level of services performed by the Participant during the immediately preceding thirty-six (36) month period, taking into account any periods of performance excluded by the Treasury Regulations.

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SERP.“SERP” means the Tenth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, as it may be amended from time to time, any successor plan, and, at the discretion of the Compensation Committee, any other similar plan of Sysco.

SERP Transition Contribution. “SERP Transition Contribution” shall have the meaning set forth in Section 4.5.

Specified Employee.  “Specified Employee” means a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code. By way of clarification, “specified employee” means a “key employee” (as defined in Section 416(i) of the Code, disregarding Section 416(i)(5) of the Code) of the Company.  A Participant shall be treated as a key employee if the Participant meets the requirements of Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the Treasury Regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the twelve (12) month period ending on an Identification Date.  If a Participant is a key employee as of an Identification Date, the Participant shall be treated as a Specified Employee for the twelve (12) month period beginning on the first day of the fourth month following such Identification Date.  For purposes of any “Specified Employee” determination hereunder, the “Identification Date” shall mean the last day of the Plan Year. The Administrative Committee may in its discretion amend the Plan to change the Identification Date, provided that any change to the Plan’s Identification Date shall not take effect for at least twelve (12) months after the date of the Plan amendment authorizing such change.

Subsidiary. “Subsidiary” means (a) any corporation which is a member of a “controlled group of corporations” which includes Sysco, as defined in Code Section 414(b), (b) any trade or business under “common control” with Sysco, as defined in Code Section 414(c), (c) any organization which is a member of an “affiliated service group” which includes Sysco, as defined in Code Section 414(m), (d) any other entity required to be aggregated with Sysco pursuant to Code Section 414(o), and (e) any other organization or employment location designated as a “Subsidiary” by resolution of the Board of Directors or by the Administrative Committee for purposes of this Plan.

Sysco.  “Sysco” means Sysco Corporation, the sponsor of this Plan.

Sysco Service.  “Sysco Service” means service with Sysco or a Subsidiary for which the Participant is awarded “Active Service” for vesting purposes under the 401(k) Plan or would be awarded “Active Service” for vesting purposes under the 401(k) Planif the Participant participated in the 401(k) Plan.  For ease of reference, “Active Service” under the 401(k) Plan generally includes pre-acquisition service.

Termination.  “Termination” means a  Separation from Service from Sysco and its Subsidiaries, voluntarily or involuntarily, for any reason other than Retirement, death or Disability.

Termination/Retirement Account.  “Termination/Retirement Account” means that portion of a Participant’s Account that has not been allocated to In-Service Accounts.

Treasury Regulations.  “Treasury Regulations” means the Federal Income Tax Regulations, and to the extent applicable any Temporary or Proposed Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

Trust. “Trust” means the trust established pursuant to the Trust Agreement.

Trust Agreement.  “Trust Agreement” means the Third Amended and Restated Grantor Trust under the Sysco Corporation Executive Deferred Compensation Plan, as it may be further amended and/or restated from time to time.

Trustee. “Trustee” means the trustee as defined in the Trust Agreement.

Total Payments.  “Total Payments” means all payments or benefits, including any accelerated vesting or payment of such benefits, received or to be received by a Participant in connection with a “change of control” (within the meaning of Section 280G of the Code) of Sysco under the terms of the Executive Retirement Plans or

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any other non-qualified deferred compensation arrangement sponsored by Sysco or any Subsidiary (or any company for which the Participant worked that was acquired by Sysco or a Subsidiary)and in connection with a change of control of Sysco under the terms of any stock incentive plan, mid-term or long-term incentive cash plan, or any other plan, arrangement or agreement with the Company, its successors, any person whose actions result in a change of control or any person affiliated with the Company or who, as a result of the completion of transactions causing a change of control, become affiliated with the Company within the meaning of Section 1504 of the Code, taken collectively.

Unforeseeable Emergency.  “Unforeseeable Emergency” shall have the meaning set forth in Section 7.9.

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ARTICLE II

ELIGIBILITY AND FROZEN PARTICIPANTS

2.1Eligibility.  All participants in the Management Incentive Plan other than those participants in the Management Incentive Planwho are employed by a Subsidiary with operations primarily in those foreign jurisdiction(s)determined by the Administrative Committee and set forth in  Exhibit “B”, attached hereto,  shall be eligible to participate in this Plan.  The Compensation Committee, Sysco’s Chief Executive Officer, or Sysco’s Chief Operating Officer also shall have the discretion to designate any employee of Sysco or a Subsidiary, other than an employee of a Subsidiary with operations primarily in those foreign jurisdiction(s) determined by the Administrative Committee and set forth in  Exhibit “B”, attached hereto,  who is part of  “a select group of management or highly compensated employees” within the meaning of Sections 201, 301, and 401 of ERISA,as eligible to participate in this Plan. However, the Compensation Committee, Sysco’s Chief Executive Officer, or Sysco’s Chief Operating Officer, retains the right to establish such additional eligibility requirements for participation in this Plan as it/he may determine is appropriate or necessary from time to time and has the right to determine, in its/his sole discretion, that any one or more persons who meet the eligibility requirements shall not be eligible to participate for one or more Plan Years beginning after the date they are notified of this decision by the Administrative Committee.

2.2Frozen Participants.  An Active Participant shall have his participation frozen (a “Frozen Participant”) as of the earliest of the date (i) he ceases to be a participant in the Management Incentive Plan or otherwise fails to meet the eligibility requirements established by the Compensation Committee, Sysco’s Chief Executive Officer, or Sysco’s Chief Operating Officer under the second sentence of Section 2.1, (ii)  he transfers from the Company to a non-participating Subsidiary, including a Subsidiary with operations primarily in those foreign jurisdiction(s) determined by the Administrative Committee and set forth in  Exhibit “B”, attached hereto, or otherwise becomes employed by a non-participating Subsidiary by reason of Section 9.2, or (iii) the Compensation Committee,Sysco’s Chief Executive Officer, or Sysco’s Chief Operating Officer exercises its/his discretion under the last sentence of Section 2.1 to exclude such Participant from participating in the Plan. A Frozen Participant’s Deferral Elections for the Fiscal Year (for Bonus Deferrals) or the Plan Year (for Salary Deferrals) shall remain in effect until the end of the Fiscal Year or Plan Year, as applicable, in which such Participant becomes a Frozen Participant.  A Frozen Participant shall not be eligible to make Deferral Elections until such time as he again becomes eligible to participate in the Plan, at which time any subsequent Deferral Elections shall be subject to the rules of Sections 3.1 or 3.2, as applicable.

2.3Benefits Upon Re-employment.  If a Participant, who as a result of his Disability, Retirement or Termination is receiving or is eligible to receive a distribution of his Account pursuant to Sections7.2, 7.3, or 7.4, is subsequently re-employed by the Company, distributions shall commence as provided in Sections7.2, 7.3, or 7.4 without regard to his re-employment, or in the case of a Participant receiving installment payments pursuant to Sections7.2 or 7.3 as of his re-employment date, such payments shall continue unchanged.  A separate Account shall be established by the Administrative Committee to account for Deferrals and Company Contributions credited on behalf of the Participant, if any, following such Participant’s re-employment.

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ARTICLE III

PARTICIPANT DEFERRALS

3.1Salary Deferral Election.   For calendar years commencing on or after January 1, 2013, a Participant may elect to defer under this Plan up to fifty percent (50%) of the Salary Compensation otherwise payable to the Participant by the Company for a Plan Year  (each such election, a “Salary Deferral Election”), which percentage shall be designated by the Participant pursuant to such form (which may be electronic) as approved by the Administrative Committee for this purpose (any such amount so deferred, a “Salary Deferral”).To make a Salary Deferral Election, a Participant must complete, execute and file with the Administrative Committee a Salary Deferral Election form within the applicable deadlines set forth below.  A Salary Deferral Election shall apply only with respect to the Plan Year, or portion thereof, specified in the Salary Deferral Election form, and, except as provided in Section 3.4 hereof, shall be irrevocable after the applicable deadline for making a Salary Deferral Election for such Plan Year.  

(a)In General.  To be effective, a Salary Deferral Election form must be received by the Administrative Committee within the period established by the Administrative Committee for a given Plan Year; provided that such period ends on or before December 31st of the calendar year prior to the Plan Year for which the Salary Deferral Election is to be effective.  If the Administrative Committee fails to receive a Salary Deferral Election form from a Participant during the period established by the Administrative Committee for such Plan Year, the Participant shall be deemed to have elected not to make a Salary Deferral Election for that Plan Year. Notwithstanding the foregoing, if a Participant is frozen on or before the date a Salary Deferral Election becomes irrevocable for the applicable Plan Year, such Participant shall be deemed to have elected not to make a Salary Deferral Election for that Plan Year.

(b)Election for First Year as Participant.  Notwithstanding the provisions of Section 3.1(a), and unless otherwise determined by the Administrative Committee, in the Plan Year in which a Participant first becomes eligible to participate in the Plan, the Participant may make a Salary Deferral Election with respect toas much as fifty percent (50%)of such Participant’s Salary Compensation beginning with the payroll period next following the receipt by the Administrative Committee of the Participant’s Salary Deferral Election form; provided that such Salary Deferral Election form is received by the Administrative Committee prior to the 31st day following the Participant’s Eligibility Date. If the Administrative Committee does not receive such Participant’s Salary Deferral Election prior to the 31st day following the Participant’s Eligibility Date, the Participant shall be deemed to have elected not to make a Salary Deferral Election for such Plan Year. Salary Deferral Elections by such a Participant for succeeding Plan Years shall otherwise be made in accordance with the provisions of Section 3.1(a).

3.2Bonus Deferral Election.  For Bonuses awarded for Fiscal Years commencing on or after June 30, 2013, a Participant may elect to defer what percentage, if any, of his Bonus otherwise payable to the Participant by the Company for a Fiscal Year  (each such election,  a “Bonus Deferral Election”), which percentage shall be designated by the Participant pursuant to such form (which may be electronic) as approved by the Administrative Committee for this purpose (any such amount so deferred, a “Bonus Deferral”). To be eligible to make a Bonus Deferral Election for a given Fiscal Year, a Participantmust be a participant in the Management Incentive Plan on the first day of the Fiscal Year to which such Bonus Deferral Election relates.To make a Bonus Deferral Election, a Participant must complete, execute and file with the Administrative Committee a Bonus Deferral Election form within the applicable deadlines set forth below.  A Bonus Deferral Election shall apply only with respect to the Fiscal Year specified in the Bonus Deferral Election form, and except as provided in Section 3.4 hereof, shall be irrevocable after the applicable deadline for making a Bonus Deferral Election for such Fiscal Year. 

(a)In General.  To be effective, a Participant’s Bonus Deferral Election form must be received by the Administrative Committee within the period established by the Administrative Committee for a given Fiscal Year, provided that such period ends no later than the following times: (i) with respect to the portion of the Bonus, if any, that qualifies as Performance Based Compensation (as applied on a Participant-by-Participant basis), the date that is six (6) months before the end of the Fiscal Year with respect to which such Bonus is payable; or
(ii) with respect to the portion of the Bonus,  if any, that does not qualify as Performance Based Compensation, the last day of the Fiscal Year immediately preceding the Fiscal Year with respect to which such Bonus is payable.  If

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the Administrative Committee does not receive a Participant’s Bonus Deferral Election form within the period established for such purpose by the Administrative Committee for such Fiscal Year, the Participant shall be deemed to have elected not to make a Bonus Deferral Election with respect to all or a portion of such Bonus for that Fiscal Year.

(b)Performance Based Compensation.  If Bonus Deferral Elections are made during the period described in Section 3.2(a)(i), only that portion of the Bonus that the Administrative Committee determines is Performance Based Compensation (on a participant by participant basis) shall be eligible for deferral under this Plan.

3.3Additional Rules and Procedures.  The Administrative Committee shall have the discretion to adopt such additional rules and procedures applicable to Salary Deferral Elections and/or Bonus Deferral Elections that the Administrative Committee determines are necessary. By way of amplification and not limitation, the Administrative Committee may require a Participant to pay or provide for payment of cash to the Company, and/or take such other actions determined to be necessary where, as a result of a Participant’s Salary Deferral Election and/or Bonus Deferral Election, the compensation payable to a Participant currently is less than such Participant’s regular payroll withholding amounts and other obligations. In addition, the Administrative Committee may establish such rules and procedures applicable to those otherwise eligible employees who transfer to a U.S. Subsidiary from a Subsidiary with operations primarily in those foreign jurisdiction(s) set forth on Exhibit “B”, attached hereto. Notwithstanding the foregoing, only the Compensation Committee shall have the authority to limit the amount of Salary Compensation and/or Bonus deferred by a Participant under this Plan for any Plan Year (for Salary Deferral Elections) or Fiscal Year (for Bonus Deferral Elections).

3.4Cancellation of Deferral Elections upon the Occurrence of an Unforeseeable Emergency. Notwithstanding anything to the contrary contained herein, if a Participant requests a hardship withdrawal pursuant to Section 7.9, and the Administrative Committee determines that such Participant has suffered an Unforeseeable Emergency, the Participant may elect to cancel such Participant’s Deferral Elections in effect for such Plan Year or Fiscal Year. Such election shall be made in writing by the Participant in such form as the Administrative Committee determines from time to time. In addition, if a Participant receives a hardship distribution under the 401(k) Plan, all Deferral Elections in effect for the Plan Year or Fiscal Year, as the case may be, in which such hardship distribution is made shall be cancelled, and such Participant may not make additional Deferral Elections for at least six (6) months following the receipt of such hardship distribution. Any subsequent Deferral Elections shall be subject to the rules of Sections 3.1 or 3.2, as applicable.

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ARTICLE IV

COMPANY CONTRIBUTIONS

4.1Definitions.  The following definitions are used in this Article IV:

(a)401(k) Match. “401(k) Match” means the amount contributed as an “Employer Matching Contribution” to the Participant’s “Employer Matching Contribution Account” under the 401(k) Plan for the Plan Year.

(b)401(k) Nonelective Contribution.“401(k) Nonelective Contribution” means the amount contributed as an “Employer Nonelective Contribution” to the Participant’s “Employer Nonelective Contribution Account” under the 401(k) Plan for the Plan Year.

(c)401(k) Pension Transition Contribution. “401(k) Pension Transition Contribution” means the amount contributed as an “Employer Transition Contribution” to the Participant’s “Employer Transition Contribution Account” under the 401(k) Plan for the Plan Year.

(d)401(k) Plan Deferrals. “401(k) Plan Deferrals” means the amount contributed under the 401(k) Plan pursuant to a participant’s salary deferral agreement under the 401(k) Plan for a Plan Year, if any.

(e)“Combined Deferral Percentage” means, for each Plan Year, the lesser of (i) five percent (5%), or (ii) the percentage determined as follows:

(i)the sum of (A) the Deferrals credited to a Participant’s Account for thePlan Year, (B) the Participant’s 401(k) Plan Deferrals for the Plan Year,  and (C)  with respect to the Plan Year commencing on January 1, 2013, the “Deferrals” (as such term is defined in the EDCP) credited to the Participant account in the EDCP for such Plan Year, if any,  divided  by

(ii)the Participant’s Eligible Pay for the Plan Year.

(f)“Eligible Pay” means the following:

(i)With respect to any Plan Year commencing on or after January 1, 2013, the sum of the Participant’s

(A) Salary Compensation for the applicable Plan Year; and

(B)Bonus earned by the Participant with respect toservices performed during the Fiscal Year ending in such Plan Year, without regard to whether or not such Bonus was deferred under this Plan or any other plan sponsored by Sysco or a Subsidiary.

(ii)Notwithstanding the foregoing, Eligible Pay shall be disregarded, as applicable, for periods of service during which the Participant was a Frozen Participant.

(g)“MIP Participation”  means a Participant’s “MIP Participation” (as defined in the SERP) under the SERP as of June 29, 2013, unless otherwise specified herein.

4.2Company Match.  For each Plan Year commencing on or after January 1, 2013, the Company shallaward to each Participant whois either (i) employed by the Companyon the last day of the applicable Plan Year, or (ii) terminates employment with the Company during the applicable Plan Year by reason of death, Disability, or Retirement, a match (the “Company Match”)  equal to the excess, if any, of:

(i)the product of (A) fifty percent (50%) of the Participant’s Combined Deferral Percentage for the Plan Year,  and (B)the Participant’s Eligible Pay for thePlan Year,over

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(ii)the sum of (A)  the Participant’s 401(k) Match for the Plan Year, and (B)  with respect to the Plan Year commencing on January 1, 2013, the “Company Match” (as such term is defined in the EDCP) credited to the Participant’s account in the EDCP, if any.

4.3Nonelective Contribution.For each Plan Year commencing on or after January 1, 2013, the Company shall awardeach Participant who isemployed by the Company at any time during the applicablePlan Year with a contribution (the “Nonelective Contribution”)equal to the excess, if any, of:

(i) three percent (3%) of the Participant’s Eligible Pay for the Plan Year,  over

(ii) the Participant’s 401(k) Nonelective Contribution for thePlan Year.

4.4Pension Transition Contribution.  

(a)Subject to Section 4.4(c), for each Plan Yearduring the period commencing on January 1, 2013 and ending December 31, 2022, the Company shall award each eligible Participant (as determined under Section 4.4(b)) who is either (i)  employed by the Companyon the last day of the applicable Plan Year, or (ii) terminates employment with the Company during the applicable Plan Year by reason of death, Disability, or Retirement, with a contribution (the “Pension Transition Contribution”) equalto the excess, if any, of:

(i) three percent (3%) of the Participant’s Eligible Pay for the Plan Year,  over

(ii) the Participant’s 401(k) Pension Transition Contribution for the Plan Year.

(b)A Participant shall be eligible to receive a Pension Transition Contribution pursuant to this Section 3.5 ifas of December 31, 2012, the Participant was (i)  accruing benefits under the Pension Plan, and (ii) at least age fifty (50) with fifteen (15) or more years of Sysco Service.

(c)Notwithstanding the foregoing, if an otherwise eligible Participant terminates employment with the Company and is subsequently re-employed by the Company, such Participant shall not be eligible to receive a Pension Transition Contribution for any Plan Year (or portion thereof) following such Participant’s re-employment.

4.5SERP Transition Contribution.

(a)Subject to Section 4.5(d), for each Plan Year during the applicable SERP Transition Period (as defined in Section 4.5(c)), the Company shall award an eligible Participant (as determined under Section 4.5(b))who is either (i) employed by the Companyon the last day of the applicable Plan Year, or (ii) terminates employment with the Company during the applicable Plan Year by reason of death, Disability, or Retirement, with a contribution (the “SERP Transition Contribution”)equal to the product of (i) the Participant’s Eligible Pay for the Plan Year; and (ii) the SERP Transition Contribution Percentagedetermined, as of June 29, 2013,as follows:

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Years of MIP Participation	Age plus Years of MIP Participation	Years of Sysco Service	SERP Transition Contribution Percentage
	≥ 70		0.0%
> 10	≥ 60 but <70	> 20	2.5%
≤ 10	≥ 60 but <70	> 20	5.0%
> 10	< 60	> 20	5.0%
> 10	≥ 60 but <70	≤ 20	7.5%
≤ 10	< 60	> 20	7.5%
Any	< 60	≤ 20	10.0%
≤ 10	≥ 60 but <70	≤ 20	10.0%

(b)A  Participant shall be eligible to receive a SERP Transition Contribution if the Participant was an “Active Participant” (as such term is defined in the SERP) under the SERP as of June 29, 2013.

(c)A Participant’s SERP transition period shall be the period commencing January 1, 2013 and ending on earlier of (i) December 31, 2022, or (ii) December 31 of the first Plan Year in which the Participant would satisfy one of the following conditions (the “SERP Transition Period”), based on an assumption of continued MIP Participation and Sysco Service (excluding pre-acquisition service):

(A) the Plan Year in which the Participant is at least age 65 and has at least 10 years of Sysco Service (excluding pre-acquisition service);

(B) the Plan Year in which the Participant is at least age 62 and has (x) at least 15 years of MIP Participation, and (y) at least 25 years of Sysco Service (excluding pre-acquisition service); or

(C) the Plan Year in which the Participant (x) is at least age 55, (y) has at least 15 years of MIP Participation, and (z) the Participant’s full years of age plus full years of MIP Participation is at least 80.

(d)Notwithstanding the foregoing, if an otherwise eligible Participant terminates employment with the Company and is subsequently re-employed by the Company, such Participant shall not be eligible to receive a SERP Transition Contribution for any Plan Year (or portion thereof) following such Participant’s re-employment.

4.6MIPRP Transition Contribution. 

(a)Subject to Section 4.6(c), for each Plan Year during the period commencing on January 1, 2013 and ending on December 31, 2017, the Company shall award each eligible Participant (as determined under Section 4.6(b))who is either (i) employed by the Companyon the last day of the applicable Plan Year, or
(ii) terminates employment with the Company during the applicable Plan Year by reason of death, Disability, or Retirement, a contribution (the “MIPRP Transition Contribution”) equal to five percent (5%) of the Participant’s Eligible Pay for the Plan Year.

(b)A Participant shall be eligible to receive a MIPRP Transition Contribution if the Participant was an “Active Participant” (as such term is defined in the MIPRP) under the MIPRP as of December 31, 2012.

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(c)Notwithstanding the foregoing, if an otherwise eligible Participant terminates employment with the Company and is subsequently re-employed by the Company, such Participant shall not be eligible to receive a MIPRP Transition Contribution for any Plan Year (or portion thereof) following such Participant’s re-employment.

4.7Discretionary Company Contributions.  Notwithstanding anything to the contrary contained herein, the Company, may, pursuant to a written agreement approved by the Compensation Committee, cause the Company to credit additional contributions to a Participant’s Account. Any discretionary Company contributions made pursuant to this Section 4.7 shall be credited to a Participant’s Termination/Retirement Account and shall be paid at the earliest to occur of a Participant’s death, Disability, Retirement or Termination. The written agreement shall expressly provide the vesting schedule for such discretionary contributions.

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ARTICLE V

ACCOUNT

5.1Establishing a Participant’s Account.  The Administrative Committee shall establish and maintain an Account for each Participant in a Deferred Compensation Ledger.  Each Account shall reflect the entire interest of the Participant in the Plan.

5.2Credit of the Participant’s Deferrals.  The Participant’s Account shall be credited with Deferrals, on the same day  on which cash compensation would otherwise have been paid to a Participant, with a dollar amount equal to the total amount by which the Participant’s cash compensation was reduced in accordance with the Participant’s Deferral Election.

5.3Credit of the Company Contributions.The Administrative Committee shall determine the amount of the Company Contributionsfor each Participant as soon as administratively practicable after the end of the applicable Plan Year, and shall credit these amounts to the Participant’s Termination/Retirement Account as of January 31st of the calendar yearfollowing the Plan Year to which such Company Contributions relate.  

5.4Deemed Investment of Deferrals and Company Contributions.  The credit balance of the Deferralsand Company Contributions in the Participant’s Account shall be deemed invested and reinvested from time to time in such Investments as shall be designated by the Participant in accordance with this Section 5.4;  provided, however, the designation of investment provisions set forth in this Section 5.4 shall not be available for Company Contributions (or, if applicable,any portion thereof) until the January 1st following the date the Company Contribution vests(or, if applicable,any portion thereof)  pursuant to Section  6.2 or  6.3.  Until such time, Company Contributions shall be deemed to be invested in the Default Investment, and, after such time,shall continue to be deemed invested in the Default Investment until such time as the Participantchanges his Investments with respect to such Company Contributions pursuant to this Section 5.4.  

(a)Upon commencement of participation in the Plan, each Participant shall make a designation of the Investments in which the Deferrals in such Participant’s Account will be deemed invested.  The Investments designated by a Participant shall be deemed to have been purchased on the date on which the Deferrals are credited to the Participant’s Account, or if such day is not a Business Day, on the first Business Day following such date.  The Investments designated with respect to Company Contributions shall be deemed to have been purchased on the date on which the Participant affirmatively designates the Investments in which the Company Contributions will be deemed investedor if such day is not a Business Day, on the first Business Day following such date.  If a Participant has not made a designation of Investments in which such Participant’s Deferrals and Company Contributions will be deemed invested, the credit balance of the Deferralsand Company Contributions in the Participant’s Account shall be deemed to be invested in the Default Investment.

(b)At such times and under such procedures as the Administrative Committee shall designate, and subject to the first sentence of Section 5.4,  each Participant shall have the right to (i) change the existing Investments in which the Deferralsand Company Contributions in such Participant’s Account are deemed invested by treating a portion of such Investments as having been sold and the new Investments purchased (i.e., an Investment transfer), and (ii) change the Investments which are deemed purchased with future Deferrals and Company Contributions credited to the Participant’s Account.

(c)In the case of any deemed purchase of an Investment, the Participant’s Account shall be decreased by a dollar amount equal to the number of units of such Investment treated as purchased multiplied by the per unit net asset value of such Investment as of such date or, if such date is not a Business Day, on the first Business Day following such date, and shall be increased by the number of units of such Investment treated as purchased.  In the case of any deemed sale of an Investment, the Participant’s Account shall be decreased by the number of units of such Investment treated as sold, and shall be increased by a dollar amount equal to the number of units of such Investment treated as sold multiplied by the net asset value of such Investment as of such date or, if such date is not a Business Day, on the first Business Day following such date. 

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(d)In no event shall the Company be under any obligation, as a result of any designation of Investments made by Participants, to acquire any Investment assets, it being intended that the designation of any Investment shall only affect the determination of the amounts ultimately paid to a Participant.

(e)In determining the amounts of all debits and credits to the Participant’s Account, the Administrative Committee shall exercise its reasonable best judgment, and all such determinations (in the absence of bad faith) shall be binding upon all Participants and their Beneficiaries.  If an error is discovered in the Participant’s Account, the Administrative Committee, in its sole and absolute discretion, shall cause appropriate, equitable adjustments to be made as soon as administratively practicable following the discovery of such error or omission.

(f)Earnings will be credited on the portion of the Participant’s Account attributable to Deferrals and Company Contributions invested (or deemed invested) by a Participant in the Default Investment at the per annum investment return ofMoody’s.

5.5Procedure to Credit Earnings Upon Death of a Participant.  Upon the death of the Participant, the deemed Investments,  other than amounts invested in the Default Investment,shall be treated as sold and the Participant’s Account credited with a dollar value in accordance with Section 5.4(c) and invested in the Default Investment.  The Participant’s Account shall continue to be deemed invested in the Default Investment until the final distribution has been made to the Participant’s Beneficiary.

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ARTICLE VI

VESTING

6.1Deferrals.  The amount credited to a Participant’s Account attributable to Deferrals, adjusted for deemed Investment earnings and losses pursuant to Section5.4, shall be 100% vested at all times, except that deemed Investment earnings attributable to Deferrals shall be subject to forfeiture under Sections 7.7 and 7.8,and any applicable reduction caused by the restriction set forth in Section 7.11.

6.2Company Match. 

(a)Each Company Match, adjusted for deemed Investment earnings and losses pursuant to Section 5.4, shall vest in accordance with the following schedule:

Completed Years of Sysco Service	Vested Percentage
Less than 2 years	0%
2 years but less than 3 years	25%
3 years but less than 4 years	50%
4 years but less than 5 years	75%
5 or more years	100%

(b)Notwithstanding the foregoing, each Company Match, adjusted for deemed Investment earnings and losses pursuant to Section 5.4, shall automatically vest on the earliest to occur of (i)  the Participant attaining age 65, (ii) the Participant’s death, (iii) the Participant’s Disability, or (iv) a Change of Control.

(c)Notwithstanding anything to the contrary contained herein, the Compensation Committee may, within its sole discretion, accelerate vesting under this Section 6.2 when it determines that specific situations warrant such action.

6.3Nonelective Contribution,  Pension Transition Contribution, SERP Transition Contribution, and MIPRP Transition Contribution.  The amount credited to a Participant’s Account attributable to Nonelective Contributions,  Pension Transition Contributions, SERP Transition Contributions,and MIPRP Transition Contributions, adjusted for deemed Investment earnings and losses pursuant to Section 5.4, shall be 100% vested at all times.

6.4Forfeiture of Vested Company Contributions.Notwithstanding the vesting provisions set forth in this Article VI,  to the extent applicable, vested Company Contributions, adjusted for deemed Investment earningsattributable to Company Contributions,  shall be subject to forfeiture under Sections 7.7 and 7.8, and any applicable reduction caused by the restriction set forth in Section 7.11. 

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ARTICLE VII

DISTRIBUTIONS

7.1Death.  Upon the death of a Participant, the Participant’s Beneficiary or Beneficiaries shall be paid the balance of the Participant’s Account pursuant to the distribution option selected by the Participant under Section 7.6(c).

Each Participant, upon making his initial deferral election, shall file with the Administrative Committee a designation of one or more Beneficiaries to whom distributions otherwise due the Participant shall be made in the event of the Participant’s death prior to the complete distribution of the amount credited to his Account.  The designation shall be effective upon receipt by the Administrative Committee of a properly executed form approved by the Administrative Committee for that purpose. The Participant may from time to time revoke or change any designation of Beneficiary by filing another approved Beneficiary designation form with the Administrative Committee. If there is no valid designation of Beneficiary on file with the Administrative Committee at the time of the Participant’s death, or if all of the Beneficiaries designated in the last Beneficiary designation have predeceased the Participant or, in the case of an entity, otherwise ceased to exist, the Beneficiary shall be the Participant’s spouse, if the spouse survives the Participant, or otherwise the Participant’s estate.  A Beneficiary who is an individual shall be deemed to have predeceased the Participant if the Beneficiary dies within thirty (30) days of the date of the Participant’s death. If any Beneficiary survives the Participant but dies or, in the case of an entity, otherwise ceases to exist before receiving all amounts due the Beneficiary from the Participant’s Account, the balance of the amount which would have been paid to that Beneficiary shall, unless the Participant’s designation provides otherwise, be distributed to the individual deceased Beneficiary’s estate or, in the case of an entity, to the Participant’s spouse, if the spouse survives the Participant, or otherwise to the Participant’s estate.  Any Beneficiary designation which designates any person or entity other than the Participant’s spouse must be consented to in writing by the Participant’s spouse in a form acceptable to the Administrative Committee in order to be effective.

7.2Disability.  Upon the Disability of a Participant, the Participant shall be paid the balance of the Participant’s Account pursuant to the distribution option selected by the Participant under Section 7.6(c).

7.3Retirement. Upon the Retirement of a Participant, the Participant shall be paid the balance of the Participant’s Account pursuant to the Distribution option selected by the Participant under Section 7.6(c).

7.4Distributions Upon Termination.  Upon a Participant’s Termination, the Participant shall be paid the vested portion of the Participant’s Account pursuant to the Lump Sum Distribution Option.  Any amounts not vested at the date of the Participant’s Termination shall be forfeited as of the date of Termination,  or the date such amounts are credited to the Participant’s Account, if later.

7.5In-Service Distributions.  Each In-Service Distribution shall be paid in a lump sum on the In-Service Distribution Date, or as soon as administratively practicable thereafter. Notwithstanding a Participant’s election to receive an In-Service Distribution of some or all of the Participant’s Account, if the Participant’s Retirement, Disability, death or Termination, as applicable, occurs prior to any In-Service Distribution Date(s), the Participant’s remaining In-Service Account balance(s) (after making any In-Service Distributions with respect to In-Service Distribution Date(s) occurring prior to such Participant’s Retirement, death, Disability or Termination but not otherwise paid) shall be distributed pursuant to the Plan’s provisions regarding distributions upon Retirement, Disability, death or Termination, as applicable.

7.6Distribution Elections.  Each Participant shall have the right to elect, to revoke, or to change any prior election of the timing of payment or the form of distribution at the time and under the rules established by the Administrative Committee, which rules shall include and shall be limited by the provisions of this Section 7.6. 

(a) Initial Distribution Elections.  

(i)Death/Disability/Retirement Distribution Elections. A Participant may elect different forms of distribution, as specified in Section 7.6(c), with respect to the distribution events described in Sections 7.1 (upon death), 7.2 (upon Disability) and 7.3 (upon Retirement) (a “Distribution Election”).  The initial

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Distribution Election with respect to a particular distribution eventshall be effective upon receipt, and shall become irrevocable at such time, if received by the Administrative Committee in proper form prior to or concurrent with theearlier to occur of(A) the time a Participant first makes an affirmative Deferral Election under this Plan,  or (B)the last day of the first applicable election period that applies to the Participant when the Participant first becomes eligible to make an affirmative Deferral Election under this Plan,if the Participant does not then make an affirmative Deferral Election.  If the Participant fails to make an effective Distribution Election within the deadline established in this Section 7.6(a)(i), the Participant shall be conclusively deemed to have elected to receive his Account pursuant to the Default Distribution Option. All elections of form of distribution, with respect to such distribution events, made after thedeadlineestablishedin this Section 7.6(a)(i) must comply with the rules of Section 7.6(b).

(ii)In-Service Distribution Elections.  In connection with each Salary Deferral Election and/or Bonus Deferral Election made for a given Plan Year and/or Fiscal Year, a Participantmay elect to receive such Deferrals,  or a specified whole percentage of such Deferrals,  in a lump sum distribution at an In-Service Distribution Date that is at least two  (2)  years after the end of the Plan Year in which such Salary Compensation or Bonus would otherwise have been paid (an “In-Service Distribution Election”). Except as otherwise required by the Administrative Committee, an In-Service Distribution Election may be made separately with respect to each Plan Year’s Salary Deferral and Fiscal Year’s Bonus Deferral, and In-Service Accounts shall be established accordingly. Any portion of a Deferral that is not credited to an In-Service Account shall be credited to the Participant’s Termination/Retirement Account, which credited amounts shall remain credited to the Participant’s Termination/Retirement Account until such amounts have been distributed to the Participant or the Participant’s Beneficiary and may not be later credited or reallocated to an In-Service Account.

(b)Subsequent Elections. Any election, revocation, or change of election of form of distribution with respect to distributions upon death, Disability and Retirement that a Participant makes after he first makes an affirmative Distribution Election under this Plan (or is deemed to make a Distribution Election under Section 7.6(a)(i)), or change of election of time of payment with respect to In-Service Distributions (each such election, revocation and change are referred to collectively herein as  a  “Subsequent Election”) shall be effective only if the requirements of this Section 7.6(b) are met. A Subsequent Election may be submitted to the Administrative Committee from time to time in the form determined by the Administrative Committee and shall be effective on the date that is twelve (12) months after the date on which such Subsequent Election is received by the Administrative Committee. If an event giving rise to a distribution occurs during the one-year period after a Subsequent Election is made, or if such Subsequent Election does not meet the requirements of this Section 7.6(b), distributions under this Plan shall be made pursuant to the Participant’s last effective election (or deemed election), revocation, or change with respect to the event giving rise to the distribution. With respect to payments upon Retirement or upon the occurrence of an In-Service Distribution Date, (i) the Subsequent Election must be received by the Administrative Committee in proper form at least one year prior to such Participant’s Retirement or the occurrence of an In-Service Distribution Date; and (ii) the first payment pursuant to such Subsequent Election may not be made within the five-year period commencing on the date such payment would have been made or commenced under the last effective election, revocation, or change made by the Participant. 

(c)Distribution Options. The distribution options that may be selected by Participants pursuant to this Section 7.6 are as follows:

(i)Installment Distribution Option.  If a Participant selects the “Installment Distribution Option”, the Participant or the Participant’s Beneficiaries shall be distributed the amount of the Participant’s Account in annual installments for a period of up to twenty (20) years (as selected by the Participant). Amounts distributed pursuant to the Installment Distribution Option shall be treated as a single payment for purposes of the Subsequent Election rules set forth in Section 7.6(b).  Installment payments distributed pursuant to the Installment Distribution Option shall be distributed based on the declining balance of the Participant’s Account during the applicable payout period. The first installment payment shall commence as provided under Section 7.6(d), and subsequent installments shall be paid (and deducted from the Participant’s Account)on April 30th of each subsequent calendar year. The amount of the first installment payment shall be the amount of the Participant’s Account as of the date distributions commence under Section 7.6(d),multiplied by a fraction, the numerator of which is one (1) and the denominator of which is the total number of remaining installments, including the current installment, to be paid.  The amount of each subsequent installment payment shall be the amount of the Participant’s Account as of April 15th of the calendar year in which the installment distribution is being mademultiplied by a

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fraction, the numerator of which is one (1) and the denominator of which is the total number of remaining installments, including the current installment, to be paid, with the final installment payment amount being the remaining balance of the Participant’s Account as of April 15th of the calendar year in which the final installment distribution is being made.

(ii)Lump Sum Distribution Option.  If the Participant selects the “Lump Sum Distribution Option”, the Participant or the Participant’s Beneficiaries shall be distributeda lump sum at the time provided under Section 7.6(d) equal to the amount of the Participant’s Account.Deferrals and Company Contributions credited to the Participant’s Account after such time, adjusted for deemed Investment earnings and losses pursuant to Section 5.4 through April 15^th of the calendar year in which they are credited, shall be distributed on April 30^thof the calendar year in which they are credited under Section 5.2 or 5.3.

(iii)Combination Lump Sum and Installment Distribution Option.  If the Participant selects the “Combination Lump Sum and Installment Distribution Option”, the Participant’s Account shall be distributed in part to the Participant or the Participant’s Beneficiaries in a lump sum of a specified dollar amount (as specified by the Participant), with the balance distributed in annual installments for a period of up to twenty (20) years (as selected by the Participant). Amounts distributed pursuant to the Combination Lump Sum and Installment Distribution Option shall be treated as a single payment for purposes of the Subsequent Election rules set forth in Section 7.6(b). If a Participant elects to have his Account distributed pursuant to this Section 7.6(c)(iii), the lump sum payment shall equal the lesser of (i)the amount specified by the Participant, or (ii) the amount of the Participant’s Account,and shall be distributed at the time provided under Section 7.6(d). Installment payments shall be distributed based on the declining balance of the Participant’s Account during the applicable installment payout period.  Installment payments shall commence (and be deducted from the Participant’s Account)on April 30th of the calendar year following the calendar year in which the lump sum is distributed pursuant to Section 7.6(d), and shall be paid (and deducted from the Participant’s Account)on April 30th of each subsequent year.  The amount of each installment payment shall be the amount of the Participant’s Account as of April 15th of the calendar year in which the installment distribution is being made multiplied by a fraction, the numerator of which is one (1) and the denominator of which is the total number of remaining installments, including the current installment, to be paid, with the final installment payment amount being the remainder of the Participant’s Accountas of April 15th of the calendar year in which the final installment distribution is being made.

(iv)Default Distribution Option. If the Participant fails to make an affirmative Distribution Election under Section 7.6(a)(i), the Participant shall be conclusively deemed to have elected to receive the vested balance of such Participant’s Account pursuant to the Installment Distribution Option over a period of fifteen (15) years (the “Default Distribution Option”).

(d)Commencement of Distributions. Distributions pursuant to this Section 7.6 shall commence on the last day of the month as soon as administratively practicable after the event giving rise to the distribution, but not later than ninety (90) days after the event giving rise to the distribution; provided, however, that in the case of the death of the Participant, distributions shall not commence within the thirty (30) day period following the Participant’s death; provided further, that, in the case of a Participant who has made a Subsequent Election with respect to distributions upon Retirement or the occurrence of an In-Service Distribution Date, distributions upon Retirement or the occurrence of an In-Service Distribution Date shall not commence earlier than the time prescribed by Section 7.6(b); provided further, that distributions to a Specified Employee that result from such Participant’s Retirement or Termination shall not commence earlier than the date that is six (6) months after such Specified Employee’s Retirement or Termination from the Company if such earlier commencement would result in the imposition of tax under Section 409A. If distributions to a Participant are delayed because of the six-month distribution delay described in the immediately preceding sentence, such distributions shall commence on the last day of the month as soon as administratively practicable following the end of such six-month period, but not later than thirty (30) days after the end of such six-month period.

7.7Forfeiture For Cause.

(a)Forfeiture on Account of Discharge. If the Administrative Committee finds, after full consideration of the facts presented on behalf of both Sysco (or as applicable, a Subsidiary) and a Participant, that the Participant was discharged by Sysco (or as applicable, a Subsidiary) for: (i) fraud, (ii) embezzlement, (iii) theft,

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(iv) commission of a felony, (v) proven dishonesty in the course of his employment by Sysco (or as applicable, a Subsidiary) which damaged Sysco and/or any of its Subsidiaries, or (vi) disclosing trade secrets of Sysco and/or any of its Subsidiaries ((i) through (vi) individually and collectively referred to as  a  “Forfeiture Event”), the entire amount credited to the Participant’sAccount as of the date of discharge,  exclusive of the lesser of (a) the credit balance of the Participant’s Account attributable to Deferrals of the Participant, without any adjustments for deemed Investment earnings and losses pursuant to Section5.4, or (b) the credit balance of the Participant’s Account attributable to Deferrals, taking into account the adjustments for deemed Investment earnings and losses pursuant to Section5.4, shall be forfeited even though it may have been previously vested under Article VI. 

(b)Forfeiture after Commencement of Distributions. If the Administrative Committee finds, after full consideration of the facts presented on behalf of both Sysco (or as applicable, a Subsidiary) and the Participant, that a Participant who has begun receiving distributions under this Plan (other than In-Service Distributions) or has received all distributions such Participant is entitled to receive under this Plan engaged in a Forfeiture Event during his employment with Sysco (or as applicable, a Subsidiary) (even though the Participant was not discharged from Sysco or a Subsidiary for such a Forfeiture Event), the Participant and/or Participant’s Beneficiaries shall,to the extent determined by the Administrative Committee, in its sole discretion, (i) forfeit the entire amount credited to the Participant’sAccount exclusive of the lesser of (A) the credit balance of the Participant’s Account attributable to Deferrals of the Participant, without any adjustments for deemed Investment earnings and losses pursuant to Section 5.4, or (B) the credit balance of the Participant’s Account attributable to Deferrals, taking into account the adjustments for deemed Investment earnings and losses pursuant toSection5.4, and/or (ii) repay to the Company (at such times as determined by the Administrative Committee) amounts previously distributed to the Participant under this Plan exclusive of amounts attributable to Deferrals (without any adjustments for deemed Investment earnings and losses pursuant to Section 5.4) under this Plan,even though such amounts may have been previously vested under Article VI. For purposes of determining the portion of the Participant’s Account attributable to Deferrals, any distributions made to a Participant before the date of determination (including any In Service Distributions) shall be applied first to reduce the credit balance of the Participant’s Account attributable to Deferrals (exclusive of any associated Investment earnings).

(c)Administrative Committee Discretion.  The decision of the Administrative Committee as to the existence of a Forfeiture Event shall be final.  No decision of the Administrative Committee shall affect the finality of the discharge of the Participant by Sysco or a Subsidiary in any manner.

(d)Special Rule for Change of Control.  Notwithstanding the above, the forfeiture and/or repayment obligations created by Sections 7.7(a) and 7.7(b), respectively, shall not apply to a Participant who: (i) is discharged during the Fiscal Year in which a Change of Control occurs, or during the next three (3) succeeding Fiscal Years following the Fiscal Year in which a Change of Control occurs (the “Change of Control Period”) or (ii) during the Change of Control Period is determined by the Administrative Committee to have engaged in a Forfeiture Event, unless a court reviewing the Administrative Committee’s findings agrees with the Administrative Committee’s determination to apply the forfeiture. 

7.8Forfeiture for Competition.  

(a)Participant hereby recognizesthat the Companywould not be providing the valuable benefits conferred by this Plan but for Participant’s willingness to provide certain post-employment covenants designed to protect Sysco and its Subsidiaries’ valuable confidential information, trade secrets and goodwill, including, without limitation, its valuable customer and supplier relationships.  By accepting the benefits provided by this Plan, Participant acknowledges that Participant is engaging in an arms-length transaction of parties with equal bargaining power, recognizing that Participant may refuse to accept the benefits provided by this Plan and accordingly refuse to provide the covenants contained in this Section 7.8 without any impact on Participant’s continued employment with Sysco (or, as applicable, any Subsidiary).

(b)To the extent determined by the Administrative Committee, in its sole discretion, Participant shall (i) forfeit the entire amount credited to the Participant’sAccount exclusive of the lesser of (A) the credit balance of the Participant’s Account attributable to Deferrals of the Participant, without any adjustments for deemed Investment earnings and losses pursuant to Section 5.4, or (B) the credit balance of the Participant’s Account attributable to Deferrals, taking into account the adjustments for deemed Investment earnings and losses

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pursuant toSection 5.4,and/or (ii) repay to the Company (at such times as determined by the Administrative Committee) amounts previously distributed to the Participant under this Plan exclusive of amounts attributable to Deferrals (without any adjustments for deemed Investment earnings and losses pursuant to Section 5.4) under this Plan, if the Administrative Committee finds, after full consideration of the facts, that Participant, at any time within five(5) years from Participant’slast day of employment and without written consent of Sysco’s Chief Executive Officer or General Counsel,  directly or indirectly engages in any of the following acts: (1)provides services (regardless of whether as a director, officer, employee, consultant or independent contractor)that are substantially the same as provided to Sysco (or as applicable, any Subsidiary) toany business that competes with the business of  Sysco (or, if applicable, any Subsidiary if Participant worked for a Subsidiary as of Participant’s last day of employment) in any county where Sysco (or as applicable, any Subsidiary) that employed Participant sold product as of the date of this Plan, provided that Participant also worked in or had responsibility over such county or counties at any time during the last twenty-four (24) months of Participant’s employment with Sysco (or, as applicable, any Subsidiary); (2) solicits, entices or recruits for any business that competes with the business of Sysco (or, if applicable, any Subsidiary if Participant worked for a Subsidiary as of Participant’s last day of employment) any actual or prospective customer of Sysco (or as applicable, any Subsidiary) with whom Participant had contact at any time during Participant’s employment; (3) solicits, entices or recruits any employee of Sysco or any Subsidiary to leave such employment to join a competing business; or (4) discloses any trade secret or item of confidential information of Sysco and/or any Subsidiary to a competing business. For purposes of determining the portion of the Participant’s Account attributable to Deferrals, any distributions made to a Participant before the date of determination shall be applied first to reduce the credit balance of the Participant’s Account attributable to Deferrals (exclusive of  any associated Investment earnings).

(c)Notwithstanding the foregoing, the forfeiture or repayment obligations created by this Section 7.8 shall not apply to any Participant whose termination of employment from Sysco or a Subsidiary occurs during the Change of Control Period. 

7.9Hardship Withdrawals.  Any Participant may request a hardship withdrawal to satisfy an “Unforeseeable Emergency.”  No hardship withdrawal can exceed the lesser of (i) the amount of Deferrals credited to the Participant’s Account, or (ii) the amount reasonably necessary to satisfy the Unforeseeable Emergency.  Whether an Unforeseeable Emergency exists and the amount reasonably needed to satisfy such need shall be determined by the Administrative Committee based upon the evidence presented by the Participant and the rules established in this Section 7.9.  If a hardship withdrawal under this Section 7.9 is approved by the Administrative Committee, it shall be paid within ten (10) days of the Administrative Committee’s determination.  For purposes of this Plan, an “Unforeseeable Emergency” means either: (i) a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse or of a dependent (as defined in Section 152(a) of the Code) of the Participant, (ii) loss of the Participant’s property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Participant, provided that in each case the circumstances qualify as an “unforeseeable emergency” for purposes of Section 409A.  The circumstances that constitute a hardship shall depend upon the facts of each case, but, in any case, amounts distributed with respect to an Unforeseeable Emergency shall not exceed the amount necessary to satisfy such need plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such need is or may be relieved:  (a) through reimbursement or compensation by insurance or otherwise (other than compensation that would otherwise be available to the Participant from either a tax-qualified plan or another non-qualified deferred compensation plan (irrespective of whether such non-qualified deferred compensation plan is subject to Section 409A of the Code)), (b) by liquidation of the Participant’s assets, to the extent the liquidation of such assets will not itself cause severe financial hardship, or (c) additional compensation that may be available to such Participant by reason of a cancellation of deferrals under Section 3.4 of this Plan.  Foreseeable needs for funds, such as the need to send a Participant’s child to college or the desire to purchase a home, shall not be considered to be an Unforeseeable Emergency.

7.10Payments Upon Income Inclusion Under Section 409A.  It is intended that the provisions of this Plan shall comply fully with the requirements of Section 409A. In the event that it is determined that some or all of the provisions of this Plan do not comply with the requirements of Section 409A and a Participant is required to include in income amounts otherwise deferred under this Plan as a result of non-compliance with Section 409A, the Participant shall be entitled, upon request, to receive a distribution from such Participant’s Account not to exceed the lesser of (i) the vested portion of the Participant’s Account, or (ii) the amount required to be included in income as a

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result of the failure of the Plan to comply with the requirements of Section 409A. Amounts distributable pursuant to this Section 7.10 shall be distributed as soon as administratively practicable but no later than ninety (90) days after the date of the determination that such provisions of the Plan do not comply with the requirements of Section 409A.

7.11Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments.  If any payment or benefit received or to be received by a Participant in connection with a “change of control” (as defined in Section 280G of the Code and the Treasury Regulations thereunder) of Sysco would either (i) result in such payment or benefit not being deductible, whether in whole or in part, by Sysco or any Subsidiary, as a result of Section 280G of the Code, and/or (ii) result in the Participant being subject to the excise tax imposed under Section 4999 of the Code, then the benefits payable to the Participant under the Executive Retirement Plans shall be reduced until no portion of the Total Payments is not deductible as a result of Section 280G of the Code (and/or not subject to the excise tax imposed under Section 4999 of the Code) or the benefits payable under the Executive Retirement Plans that are treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) have been reduced to zero.  If a Participant is entitled to a benefit under more than one (1) of the Executive Retirement Plans, then the reduction shall be applied in the order determined by the Administrative Committee in its sole discretion.  In determining the amount of the reduction, if any, under this Plan: (a) no portion of the Total Payments which the Participant has waived in writing prior to the date of the payment of benefits under this Plan will be taken into account, (b) no portion of the Total Payments which tax counsel, selected by Sysco’s independent auditors and acceptable to the Participant and reasonably acceptable to Sysco (“Tax Counsel”), determines not to constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code will be taken into account (including, without limitation, amounts not treated as a “parachute payment” as a result of the application of Section 280G(d)(4)(A)), (c) no portion of the Total Payments which Tax Counsel, determines to be reasonable compensation for services rendered within the meaning of Section 280G(d)(4)(B) of the Code will be treated as an “excess parachute payment” in the manner provided by Section 280G(d)(4)(B), and (d) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by Sysco’s independent auditors in accordance with Sections 280G(b)(3) and (4) of the Code. Notwithstanding anything herein or otherwise to the contrary, the Compensation Committee, may, within its sole discretion and pursuant to an agreement approved by the Compensation Committee, waive application of this Section 7.11, when it determines that specific situations warrant such action.

7.12Responsibility for Distributions and Withholding of Taxes.  The Administrative Committee shall furnish information to Sysco concerning the amount and form of distribution to any Participant entitled to a distribution so that Sysco may make the distribution required. Sysco shall also calculate the deductions from the amount of the benefit paid under the Plan for any taxes required to be withheld by federal, state or local government and will cause them to be withheld.

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ARTICLE VIII

ADMINISTRATION

8.1Administrative Committee Appointment.  The Administrative Committee shall be appointed by the Compensation Committee.  Each Administrative Committee member shall serve until his or her resignation or removal. The Compensation Committee or its designeeshall have the sole discretion to remove any one or more Administrative Committee members and to appoint one or more replacement or additional Administrative Committee members from time to time.

8.2Administrative Committee Organization and Voting.  The organizational structure and voting responsibilities of the Administrative Committee shall be as set forth in the bylaws of the Administrative Committee.

8.3Powers of the Administrative Committee.  Except as provided under Section 8.7 or unless otherwise reserved to the Compensation Committee (or, as applicable, Sysco’s Chief Executive Officer and/or Chief Operating Officer), the Administrative Committee shall have the exclusive responsibility for the general administration of the Plan according to the terms and provisions of the Plan and shall have all powers necessary to accomplish those purposes, including but not by way of limitation the right, power and authority:

(a) to make rules and regulations for the administration of the Plan;

(b)to construe, interpret and apply all terms, provisions, conditions and limitations of the Plan;

(c) to correct any defect, supply any omission or reconcile any inconsistency that may appear in the Plan in the manner and to the extent it deems expedient to carry the Plan into effect for the greatest benefit of all parties at interest;

(d)to designate the persons eligible to become Participants and to establish the maximum and minimum amounts that may be elected to be deferred;

(e)to determine all controversies relating to the administration of the Plan, including but not limited to:

(i)differences of opinion arising between the Company and a Participant in accordance with Section 8.7, except when the difference of opinion relates to the entitlement to, the amount of or the method or timing of payment of a benefit affected by a Change of Control, in which event, such difference of opinion shall be decided by judicial action; and

(ii) any question it deems advisable to determine in order to promote the uniform administration of the Plan for the benefits of all parties at interest;

(f) to delegate by written notice any plan administration duties of the Administrative Committee to such individual members of the Administrative Committee, individual employees of the Company, or groups of employees of the Company, as the Administrative Committee determines to be necessary or advisable to properly administer the Plan; and

(g)to designate the investment options treated as Investments for purposes of this Plan.

8.4Committee Discretion.  The Administrative Committee (or, as applicable, the Compensation Committee, Sysco’s Chief Executive Officer and/or Chief Operating Officer), in exercising any power or authority granted under this Plan, or in making any determination under this Plan, shall perform or refrain from performing those acts pursuant to such authority using its sole discretion and judgment.  By way of amplification and without limiting the foregoing, the Company specifically intends that the Administrative Committee (or, as applicable, the

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Compensation Committee, Sysco’s Chief Executive Officer and/or Chief Operating Officer) have the greatest possible discretionary authority to construe, interpret and apply the terms of the Plan and to determine all questions concerning eligibility, participation and benefits.  Any decision made by the Administrative Committee (or, as applicable, the Compensation Committee, Sysco’s Chief Executive Officer and/or Chief Operating Officer) or any refraining to act or any act taken by the Administrative Committee (or, as applicable, the Compensation Committee, Sysco’s Chief Executive Officer and/or Chief Operating Officer) in good faith shall be final and binding on all parties.  The Administrative Committee’s (or, as applicable, the Compensation Committee’s, Sysco’s Chief Executive Officer’s and/or Chief Operating Officer’s) decisions shall never be subject to de novo review.  Notwithstanding the foregoing, the Administrative Committee’s (or, as applicable, the Compensation Committee’s, Sysco’s Chief Executive Officer’s and/or Chief Operating Officer’s) decisions, refraining to act or acting is to be subject to judicial review for those incidents occurring during the Fiscal Year in which a Change of Control occurs and during the next three (3) succeeding Fiscal Years.

8.5Reimbursement of Expenses.  The Administrative Committee shall serve without compensation for its services but shall be reimbursed by Sysco for all expenses properly and actually incurred in the performance of its duties under the Plan.

8.6Indemnification.  To the extent permitted by law, members of the Board of Directors, members of the Compensation Committee, members of the Administrative Committee, employees of the Company, and all agents and representatives of the Company shall be indemnified by the Company, and saved harmless against any claims resulting from any action or conduct relating to the administration of the Plan, except claims arising from gross negligence, willful neglect or willful misconduct.

8.7Claims Procedure.  Any person who believes that he or she is being denied a benefit to which he or she is entitled under the Plan (referred to hereinafter as a “Claimant”) must file a written request for such benefit with the Administrative Committee; provided, however, that any claim involving entitlement to, the amount of or the method of or timing of payment of a benefit affected by a Change of Control shall be governed by Section 8.3(e)(i).  Such written request must set forth the Claimant’s claim and must be addressed to the Administrative Committee at Sysco’s principal office.

(a)Initial Claims Decision.  The Administrative Committee shall generally provide written notice to the Claimant of its decision within ninety (90) days (or forty-five (45) days for a Disability-based claim) after the claim is filed with the Administrative Committee; provided, however, that the Administrative Committee may have up to an additional ninety (90) days (or up to two (2) thirty (30)  day periods for a Disability-based claim), to decide the claim, if the Administrative Committee determines that special circumstances require an extension of time to decide the claim, and the Administrative Committee advises the Claimant in writing of the need for an extension (including an explanation of the special circumstances requiring the extension) and the date on which it expects to decide the claim. 

(b)Appeals.  A Claimant may appeal the Administrative Committee’s decision by submitting a written request for review to the Administrative Committee within sixty (60) days (or one hundred eighty (180)  days for a Disability-based claim) after the earlier of receiving the denial notice or after expiration of the initial review period.  Such written request must be addressed to the Administrative Committee at Sysco’s principal office.  In connection with such request, the Claimant (and his or her authorized representative, if any) may review any pertinent documents upon which the denial was based and may submit issues and comments in writing for consideration by the Administrative Committee.  If the Claimant’s request for review is not received within the earlier of sixty (60) days (or one hundred eighty (180) days for a Disability-based claim) after receipt of the denial or after expiration of the initial review period, the denial shall be final, and the Claimant shall be barred and estopped from challenging the Administrative Committee’s determination.  

(c)Decision Following Appeal.  The Administrative Committee shall generally make its decision on the Claimant’s appeal in writing within sixty (60) days (or forty-five (45) days for a Disability-based claim) following its receipt of the Claimant’s request for appeal; provided, however, that the Administrative Committee may have up to an additional sixty (60) days (or forty-five (45) days for a Disability-based claim) to decide the claim, if the Administrative Committee determines that special circumstances require an extension of time to decide the claim and the Administrative Committee advises the Claimant in writing of the need for an

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extension (including an explanation of the special circumstances requiring the extension) and the date on which it expects to decide the claim.  The Administrative Committee shall notify the Claimant of its decision on the Claimant’s appeal in writing, regardless of whether the decision is adverse. 

(d)Decisions Final; Procedures Mandatory.  A decision on appeal by the Administrative Committee shall be binding and conclusive upon all persons, and completion of the claims procedures described in this Section 8.7 shall be a mandatory precondition to commencement of any court proceeding brought in connection with the Plan by a person claiming rights under the Plan or by another person claiming rights through such a person.  The Administrative Committee may, in its sole discretion, waive the procedures described in this Section 8.7 as a mandatory precondition to such an action.

8.8Delegation of Authority by the Compensation Committee.  The Compensation Committee hereby expressly delegates to the Chief Executive Officer and/or Chief Operating Officer of Sysco the Compensation Committee’s discretionary authority with respect to the following: (i) designating employees as participants in the Plan (subject to the limitations set forth in the second sentence of Section 2.1); (ii) establishing additional eligibility requirements for participation in the Plan; and (iii) excluding an otherwise eligible employee from participating in the Plan; provided, however,  that the Chief Executive Officer’s and/or Chief Operating Officer’s discretionary authority under this Plan shall not apply to the extent such decision is with respect to an Executive Officer.

8.9Compensation Committee Decisions.  Notwithstanding anything in the Plan to the contrary, any determination made with respect to the benefits or rights of an Executive Officer under this Plan shall not be made by the Administrative Committee (or, as applicable, Sysco’s Chief Executive Officer and/or Chief Operating Officer) but shall instead be made by the Compensation Committee, and each provision of the Plan otherwise governing such a determination shall be interpreted and construed to substitute the Compensation Committee for the Administrative Committee (or, as applicable, Sysco’s Chief Executive Officer and/or Chief Operating Officer) in such provision.

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ARTICLE IX

ADOPTION BY SUBSIDIARIES

9.1Procedure for and Status After Adoption.  Any Subsidiary (other than a Subsidiary with operations primarily in Canada or such other foreign jurisdiction determined by the Administrative Committee and set forth on Exhibit B, attached hereto) may, with the approval of the Administrative Committee, adopt this Plan by appropriate action of its board of directors.  The terms of this Plan shall apply separately to each Subsidiary adopting this Plan and its Participants in the same manner as is expressly provided for by Sysco and its Participants except that the powers of the Board of Directors, the Compensation Committee, the Administrative Committee and the Chief Executive Officer and/or Chief Operating Officer under the Plan shall be exercised by the Board of Directors of Sysco, the Compensation Committee of the Board of Directors of Sysco, the Administrative Committee of Sysco or the Chief Executive Officer and/or Chief Operating Officer of Sysco, as applicable.  Sysco and each Subsidiary adopting this Plan shall bear the cost of providing plan benefits for its own Participants.  It is intended that the obligation of Sysco and each Subsidiary with respect to its Participants shall be the sole obligation of the Company that is employing the Participant and shall not bind any other Company.

9.2Termination of Participation By Adopting Subsidiary.  Any Subsidiary adopting this Plan may, by appropriate action of its board of directors, terminate its participation in this Plan.  The Administrative Committee may, in its discretion, also terminate a Subsidiary’s participation in this Plan at any time.  The termination of the participation in this Plan by any Subsidiary shall not, however, affect the rights of any Participant who is working or has worked for the Subsidiary as to (i) amounts previously standing to his credit in his Account in the Deferred Compensation Ledger,(ii) any Deferrals not yet credited to the Participant’s Account prior to the termination of the Subsidiary’s participation in this Plan, and (iii) any Company Contributions not yet credited to the Participant’s Account attributable to the portion of the Plan Year prior to the termination of the Subsidiary’s participation in this Plan, including, without limitation, all of the Participant’s rights pursuant to Section 5.4 with respect to amounts deferred by him and contributed by the Company and credited to his Account, prior to the distribution of those funds to the Participant, without his consent.

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ARTICLE X

AMENDMENT AND/OR TERMINATION

10.1Amendment or Termination of the Plan.  The Compensation Committee may amend or terminate this Plan at any time by an instrument in writing without the consent of any adopting Subsidiary. 

10.2No Retroactive Effect on Awarded Benefits.  Absent a Participant’s prior consent, no amendment shall:

(a) affect the amounts then standing to his credit in his Account;

(b)affect the determination of any Company Contributions not yet credited to the Participant’s Account that are attributable to the portion of the Plan Year or Fiscal Year, as applicable, prior to the effective date of such amendment; or

(c)change a Participant’s rights under any provision relating to a Change of Control after a Change of Control has occurred.

However, the Compensation Committee shall retain the right at any time to change in any manner the method of calculating Investment earnings and losses effective from and after the date of the amendment on the Participant’s Deferralsor Company Contributions if the amendment has been announced to the Participants.

10.3Effect of Termination.  Upon termination of the Plan, the following provisions of this Section 10.3 shall apply:

(a)No additional amounts shall be credited to any Participant’s Account, to the extent such amounts relate to salaries or bonuses earned on or after the effective date of the Plan’s termination.

(b)The Compensation Committee may, in its sole discretion, authorize distributions of the vested balance of the Participants’ Accounts in the Deferred Compensation Ledger to Participants as a result of the Plan’s termination; provided that:

(i)All deferred compensation arrangements sponsored by the Company that would be aggregated with this Plan under Section 1.409A-1(c) of the Treasury Regulations, if the Participant participated in such arrangements are terminated;

(ii)No distributions other than distributions that would be payable under the terms of the Plan if the termination had not occurred are made within twelve (12) months of the termination of the Plan;

(iii)All distributions of amounts deferred under the Plan and any other vested amounts are paid within twenty-four (24) months of the termination of the Plan; and

(iv) The Company does not adopt a new deferred compensation arrangement at any time within three (3) years following the date of termination of the Plan that would be aggregated with this Plan under Section 1.409A-1(c) of the Treasury Regulations if the Participant participated in this Plan and is participating in the new arrangement.

(c)Except as otherwise provided in Sections 10.3(a) and (b), on and after the effective date of the Plan’s termination, (i) the Plan shall continue to be administered as it was prior to the Plan’s termination until all Participant Account balances have been distributed pursuant to the terms of the Plan; (ii) a Participant shall continue to be entitled to a distribution of his Account only if he meets the distribution requirements set forth in Article VII hereof; (iii) the forfeiture provisions of Sections 7.7 and 7.8, and the restrictions set out in Section 7.11 shall continue to apply; and (iv) no Participant shall be entitled to a distribution of the Participant’s Account solely as a result of the Plan’s termination in accordance with the terms of this Article X.

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ARTICLE XI

FUNDING

11.1Payments Under This Plan are the Obligation of the Company.  The Company last employing a Participant shall pay the benefits due the Participant under this Plan; however, should it fail to do so when a benefit is due, then the benefit shall be paid by the Trust.  In any event, if the Trust fails to pay the benefit for any reason, the Company shall remain liable for the payment of all benefits provided by this Plan.

11.2Plan May Be Funded Through the Trust.  It is specifically recognized by both the Company and the Participants that the Company may, but is not required to, purchase life insurance so as to accumulate assets to fund the obligations of the Company under this Plan, and that the Company may, but is not required to contribute any policy or policies it may purchase and any amounts or other assets it finds desirable to the Trust.  However, under all circumstances, the Participants shall have no rights to any of those policies or any other assets contributed to the Trust; and, likewise, under all circumstances, the rights of the Participants to the assets held in the Trust shall be no greater than the rights expressed in this Plan and the Trust Agreement.  Nothing contained in the Trust Agreement shall constitute a guarantee by the Company that assets of the Company transferred to the Trust shall be sufficient to pay any benefits under this Plan or would place the Participant in a secured position ahead of general creditors should the Company become insolvent or bankrupt.  The Trust Agreement must specify that Participants in this Plan are only unsecured general creditors of the Company in relation to their benefits under this Plan.

11.3Reversion of Excess Assets.  Sysco may, at any time, request the record keeper for the Plan to determine the present Account balances, assuming the Account balances to be fully vested and taking into account credits and debits arising from deemed Investment earnings and losses credited pursuant to Article V, as of the month end coincident with or next preceding the request, of all Participants and Beneficiaries of deceased Participants for which the Company is or will be obligated to make payments under this Plan and the EDCP.  For periods prior to a Change of Control, if the fair market value of the assets held in the Trust, as determined by the Trustee as of that same date, exceeds the combined total of the Account balances of all Participants and Beneficiaries under this Plan and the EDCP,Sysco may direct the Trustee to return to Sysco the assets which are in excess of the combined Account balances under this Plan and the EDCP.  For periods following a Change of Control, if the fair market value of the assets held in the Trust, as determined by the Trustee as of that same date, exceeds the total of the combined Account balances of all Participants and Beneficiaries under this Plan and the EDCPby 10%, Sysco may direct the Trustee to return to Sysco the assets which are in excess of 110% of the combined Account balances under this Plan and the EDCP.  If there has been a Change of Control, to determine excess assets, all contributions made prior to the Change of Control shall be subtracted from the fair market value of the assets held in the Trust as of the determination date but before the determination is made.

11.4Participants Must Rely Only on General Credit of the Company.  The Company and the Participants recognize that this Plan is only a general corporate commitment, and that each Participant is merely an unsecured general creditor of the Company with respect to any of the Company’s obligations under this Plan.

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ARTICLE XII

MISCELLANEOUS

12.1Limitation of Rights.  Nothing in this Plan shall be construed:

(a)to give any employee of the Company any right to be designated a Participant in the Plan;

(b)to give a Participant any rights with respect to the compensation deferred, any Company Contributions,  or any deemed Investment earnings and losses credited to the Participant’s Account in the Deferred Compensation Ledger except in accordance with the terms of this Plan;

(c)to limit in any way the right of the Company to terminate a Participant’s employment with the Company at any time;

(d)to evidence any agreement or understanding, expressed or implied, that the Company shall employ a Participant in any particular position or for any particular remuneration; or

(e)to give a Participant or any other person claiming through him any interest or right under this Plan other than that of any unsecured general creditor of the Company.

12.2Distributions to Incompetents or Minors.  Should a Participant become incompetent or should a Participant designate a Beneficiary who is a minor or incompetent, the Administrative Committee is authorized to pay the funds due to the parent of the minor or to the guardian of the minor or incompetent or directly to the minor or to apply those funds for the benefit of the minor or incompetent in any manner the Administrative Committee determines in its sole discretion.

12.3Non-alienation of Benefits.  No right or benefit provided in this Plan shall be transferable by the Participant except, upon his death, to a named Beneficiary as provided in this Plan.  No right or benefit under this Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge the same will be void.  No right or benefit under this Plan shall in any manner be liable for or subject to any debts, contracts, liabilities or torts of the person entitled to such benefits.  If any Participant or any Beneficiary becomes bankrupt or attempts to anticipate, alienate, sell, assign, pledge, encumber or charge any right or benefit under this Plan, that right or benefit shall, in the discretion of the Administrative Committee, cease.  In that event, the Administrative Committee may have the Company hold or apply the right or benefit or any part of it to the benefit of the Participant or Beneficiary, his or her spouse, children or other dependents or any of them in any manner and in any proportion the Administrative Committee believes to be proper in its sole and absolute discretion, but is not required to do so.

12.4Reliance Upon Information.  No member of any of the Administrative Committee, the Compensation Committee or Sysco’s Chief Executive Officer and/or Chief Operating Officer shall be liable for any decision or action taken (or not taken) in good faith in connection with the administration of this Plan.  Without limiting the generality of the foregoing, any decision or action taken (or not taken) by the Administrative Committee, the Compensation Committee or Sysco’s Chief Executive Officer and/or Chief Operating Officer when it relies upon information supplied to it/he by any officer of the Company, the Company’s legal counsel, the Company’s independent accountants or other advisors in connection with the administration of this Plan shall be deemed to have been taken in good faith.

12.5Severability.  If any term, provision, covenant or condition of the Plan is held to be invalid, void or otherwise unenforceable, the rest of the Plan shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

12.6Notice.  Any notice or filing required or permitted to be given to the Administrative Committee or a Participant shall be sufficient if submitted in writing and hand-delivered or sent by U.S. mail to the principal office of the Company or to the residential mailing address of the Participant.  Notice shall be deemed to be given as of the date of hand-delivery or if delivery is by mail, as of the date shown on the postmark.

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12.7Gender and Number.  If the context requires it, words of one gender when used in this Plan will include the other genders, and words used in the singular or plural will include the other.

12.8Governing Law and Exclusive Jurisdiction.  The Plan shall be governed by the laws of the State of Delaware, except to the extent such laws are preempted by federal law.  Participant and the Company agree that the sole and exclusive jurisdiction for any dispute under this Plan shall lie in the U.S. District Court for the Southern District of Texas and the parties hereby waive any jurisdictional or venue-related defense to litigating at this forum.

12.9Effective Date.  This Plan will be operative and effective on November  13, 2012.

12.10Compliance with Section 409A.  The Plan (i) is intended to comply with, (ii) shall be interpreted and its provisions shall be applied in a manner that is consistent with, and (iii) shall have any ambiguities therein interpreted, to the extent possible, in a manner that complies with Section 409A. 

IN WITNESS WHEREOF, the Company has executed this document as of November 13, 2012.

SYSCO CORPORATION

By:/s/ Russell T. Libby

Name:Russell T. Libby

Title:Senior Vice President, General Counsel

and Corporate Secretary

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EXHIBIT “A”

SYSCO CORPORATION

MANAGEMENT SAVINGS PLAN

INVESTMENT OPTIONS

The following are the “Investments” that are available under the Sysco Corporation Management Savings Plan:

Option	Sub-Advisor/Manager
Equity Income Trust	T. Rowe Price Associates, Inc.
500 Index B Trust	MFC Global Investment Management USA Ltd.
Mid-Value Trust	T. Rowe Price Associates, Inc.
JHT International Value	Templeton Global Advisors Limited
Small Cap Value Trust	Wellington Management Company LLC
Brandes International Equity Fund	Brandes Investment Partners, LP
Frontier Capital Appreciation	Frontier Capital Management, LLC
Bond Index B Trust	Declaration Management & Research LLC
Moody’s	N/A

Default Investment

       Moody’s

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EXHIBIT “B”

SYSCO CORPORATION

MANAGEMENT SAVINGS PLAN

FOREIGN JURISDICTIONS

Canada

Republic of Ireland

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EX-12.1

											Exhibit 12.1
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
	26-Week Period Ending		Fiscal Year
(dollars in thousands)	Dec.29, 2012		June 30, 2012		July 2, 2011		July 3, 2010 (2)		June 27, 2009		June 28, 2008
Earnings before income taxes	$	802,553	$	1,784,002	$	1,827,454	$	1,849,589	$	1,770,834	$	1,791,338
Add:  Fixed charges		76,724		154,965		151,990		155,644		140,772		142,175
Subtract:  Capitalized interest		2,741		20,816		13,887		9,997		3,531		6,805
Total	$	876,536	$	1,918,151	$	1,965,557	$	1,995,236	$	1,908,075	$	1,926,708
Fixed Charges:
Interest expense	$	63,110	$	113,396	$	118,267	$	125,477	$	116,322	$	111,541
Capitalized interest		2,741		20,816		13,887		9,997		3,531		6,805
Rent expense interest factor		10,873		20,753		19,836		20,170		20,919		23,829
Total	$	76,724	$	154,965	$	151,990	$	155,644	$	140,772	$	142,175
Ratio of earnings to fixed charges (1)		11.4		12.4		12.9		12.8		13.6		13.6
(1) For the purpose of calculating this ratio, “earnings” consist of earnings before income taxes and fixed charges (exclusive of interest capitalized).  “Fixed charges” consist of interest expense, capitalized interest and the estimated interest portion of rents.
(2) The fiscal year ended July 3, 2010 was a 53-week year.

EX-15.1

Exhibit 15.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Sysco Corporation

We have reviewed the consolidated balance sheets of Sysco Corporation (a Delaware Corporation) and subsidiaries (the “Company”) as of December 29, 2012 and December 31, 2011, the related consolidated results of operations andconsolidated statements of comprehensive income for the thirteen and twenty-six week periods ended December 29, 2012 and December 31, 2011, and the related consolidated cash flows for the twenty-six week periods ended December 29, 2012 and December 31, 2011. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Sysco Corporation and subsidiaries as of June 30, 2012, and the related consolidated results of operations, statements of comprehensive income, shareholders’ equity, and cash flows for the year then ended (not presented herein) and in our report dated August 27, 2012,we expressed an unqualified opinion on those consolidated financial statements.

In our opinion, the information set forth in the accompanying consolidated balance sheet as of June 30, 2012, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Ernst & Young LLP

Houston, Texas

February 4, 2013

EX-15.2

Exhibit 15.2

To the Board of Directors and Shareholders

Sysco Corporation

We are aware of the incorporation by reference of our report dated February 4, 2013 relating to the unaudited consolidated interim financial statements of Sysco Corporation and subsidiaries that are included in its Form 10-Q for the quarter ended December 29, 2012 in the following registration statements.

Sysco Corporation Form S-3	File No. 333-126199
Sysco Corporation Form S-3	File No. 333-179582
Sysco Corporation Form S-4	File No. 333-50842
Sysco Corporation Form S-8	File No. 333-147338
Sysco Corporation Form S-8	File No. 33-45820
Sysco Corporation Form S-8	File No. 333-01259
Sysco Corporation Form S-8	File No. 333-01255
Sysco Corporation Form S-8	File No. 333-66987
Sysco Corporation Form S-8	File No. 333-49840
Sysco Corporation Form S-8	File No. 333-58276
Sysco Corporation Form S-8	File No. 333-122947
Sysco Corporation Form S-8	File No. 333-129671
Sysco Corporation Form S-8	File No. 333-163189
Sysco Corporation Form S-8	File No. 333-163188
Sysco Corporation Form S-8	File No. 333-170660

/s/ Ernst & Young LLP

Houston, Texas

February 4, 2013

EX-31.1

Exhibit 31.1

CERTIFICATION

I, William J. DeLaney, 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  areresponsible 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 oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to usby 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 oursupervision, 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 ourconclusions 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 ourmost 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:  February 4, 2013

/s/ WILLIAM J. DELANEY

William J. DeLaney

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Robert C. Kreidler, 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  areresponsible 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 oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to usby 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 oursupervision, 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 ourconclusions 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 ourmost 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:  February 4, 2013

/s/ ROBERT C. KREIDLER

Robert C. Kreidler

Executive Vice President andChief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, William J. DeLaney,  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 December 29, 2012(“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:  February 4, 2013

/s/ WILLIAM J. DELANEY

William J. DeLaney

President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Robert C. Kreidler,  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 December 29, 2012(“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:  February 4, 2013

/s/ ROBERT C. KREIDLER

Robert C. Kreidler

Executive Vice President and Chief Financial Officer

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Supplemental Guarantor Information - Subsidiary Guarantees (Balance Sheet Table) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 29, 2012	Jun. 30, 2012	Dec. 31, 2011
Supplemental Guarantor Information - Subsidiary Guarantees [Line Items]
Current assets	$ 6,159,785	$ 6,084,808	$ 5,648,050
Investment in subsidiaries	0	0	0
Plant and equipment, net	3,960,636	3,883,750	3,736,137
Other assets	2,307,646	2,126,414	2,069,840
Total assets	12,428,067	12,094,972	11,454,027
Current liabilities	3,487,417	3,423,579	3,263,770
Intercompany payables (receivables)	0	0	0
Long-term debt	2,809,290	2,763,688	2,649,346
Other liabilities	1,229,787	1,222,665	853,296
Shareholders' equity	4,901,573	4,685,040	4,687,615
Total liabilities and shareholders' equity	12,428,067	12,094,972	11,454,027
Subsidiary Guarantee [Member] | Sysco-Debt Issuing Parent [Member]
Supplemental Guarantor Information - Subsidiary Guarantees [Line Items]
Current assets	188,879	538,451	202,267
Investment in subsidiaries	11,031,000	10,163,398	14,859,149
Plant and equipment, net	624,441	703,658	647,217
Other assets	341,243	324,839	321,460
Total assets	12,185,563	11,730,346	16,030,093
Current liabilities	680,130	678,527	423,796
Intercompany payables (receivables)	3,220,164	3,068,001	7,984,530
Long-term debt	2,758,493	2,714,415	2,599,524
Other liabilities	823,340	755,112	502,536
Shareholders' equity	4,703,436	4,514,291	4,519,707
Total liabilities and shareholders' equity	12,185,563	11,730,346	16,030,093
Subsidiary Guarantee [Member] | U.S. Broadline Subsidiaries [Member]
Supplemental Guarantor Information - Subsidiary Guarantees [Line Items]
Current assets	3,866,718	3,675,676	3,660,988
Investment in subsidiaries	0	0	0
Plant and equipment, net	1,976,200	1,923,925	1,895,977
Other assets	501,111	503,357	518,934
Total assets	6,344,029	6,102,958	6,075,899
Current liabilities	819,372	900,416	872,205
Intercompany payables (receivables)	(3,626,887)	(3,334,860)	(8,086,079)
Long-term debt	25,898	25,459	26,871
Other liabilities	293,849	367,094	275,475
Shareholders' equity	8,831,797	8,144,849	12,987,427
Total liabilities and shareholders' equity	6,344,029	6,102,958	6,075,899
Subsidiary Guarantee [Member] | Other Non-Guarantor Subsidiaries [Member]
Supplemental Guarantor Information - Subsidiary Guarantees [Line Items]
Current assets	2,104,188	1,870,681	1,784,795
Investment in subsidiaries	0	0	0
Plant and equipment, net	1,359,995	1,256,167	1,192,943
Other assets	1,465,292	1,298,218	1,229,446
Total assets	4,929,475	4,425,066	4,207,184
Current liabilities	1,987,915	1,844,636	1,967,769
Intercompany payables (receivables)	406,723	266,859	101,549
Long-term debt	24,899	23,814	22,951
Other liabilities	112,598	100,459	75,285
Shareholders' equity	2,397,340	2,189,298	2,039,630
Total liabilities and shareholders' equity	4,929,475	4,425,066	4,207,184
Subsidiary Guarantee [Member] | Eliminations [Member]
Supplemental Guarantor Information - Subsidiary Guarantees [Line Items]
Current assets	0	0	0
Investment in subsidiaries	(11,031,000)	(10,163,398)	(14,859,149)
Plant and equipment, net	0	0	0
Other assets	0	0	0
Total assets	(11,031,000)	(10,163,398)	(14,859,149)
Current liabilities	0	0	0
Intercompany payables (receivables)	0	0	0
Long-term debt	0	0	0
Other liabilities	0	0	0
Shareholders' equity	(11,031,000)	(10,163,398)	(14,859,149)
Total liabilities and shareholders' equity	$ (11,031,000)	$ (10,163,398)	$ (14,859,149)

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Share-Based Compensation (Details) (USD $)	6 Months Ended
	Dec. 29, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 39,423,000	$ 38,757,000
Total unrecognized compensation cost related to share-based compensation arrangements	$ 81,900,000
Weighted average period of time for unrecognized compensation cost to be recognized (in years)	2 years 7 months 10 days
Employees' Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity instruments other than options vested, shares	775,899
Equity instruments other than options vested, weighted average grant date fair value per share (in USD per share)	$ 4.58
2007 Stock Incentive Plan Amendment [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted, shares	6,212,716
Weighted average fair value of options granted in period (in USD per share)	$ 3.20
Director Restricted Award [Member] | 2009 Non-Employee Directors Stock Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity instruments other than options granted, shares	48,069
Equity instruments other than options granted, weighted average grant date fair value per share (in USD per share)	$ 29.96
Restricted Stock Units [Member] | 2007 Stock Incentive Plan Amendment [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity instruments other than options granted, shares	1,175,121
Equity instruments other than options granted, weighted average grant date fair value per share (in USD per share)	$ 29.76

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Business Segment Information (Tables)

6 Months Ended

Dec. 29, 2012

Business Segment Information [Abstract]

Business Segment Table

	13-Week Period Ended				26-Week Period Ended
	Dec. 29, 2012		Dec. 31, 2011		Dec. 29, 2012		Dec. 31, 2011
Sales:	(In thousands)
Broadline	$	8,779,069	$	8,320,996	$	17,836,733	$	16,979,517
SYGMA		1,411,815		1,403,555		2,832,570		2,788,024
Other		659,861		559,122		1,320,462		1,147,683
Intersegment sales		(53,855)		(39,252)		(105,959)		(84,413)
Total	$	10,796,890	$	10,244,421	$	21,883,806	$	20,830,811
	13-Week Period Ended				26-Week Period Ended
	Dec. 29, 2012		Dec. 31, 2011		Dec. 29, 2012		Dec. 31, 2011
Operating income:	(In thousands)
Broadline	$	580,257	$	564,881	$	1,223,093	$	1,188,996
SYGMA		13,439		13,296		25,524		28,987
Other		20,469		20,253		42,828		44,738
Total segments		614,165		598,430		1,291,445		1,262,721
Corporate expenses		(231,514)		(171,432)		(430,012)		(326,383)
Total operating income		382,651		426,998		861,433		936,338
Interest expense		32,242		28,324		63,110		57,798
Other expense (income), net		(1,753)		(3,472)		(4,230)		(3,222)
Earnings before income taxes	$	352,162	$	402,146	$	802,553	$	881,762

	Dec. 29, 2012		Jun. 30, 2012		Dec. 31, 2011
Assets:	(In thousands)
Broadline	$	8,889,354	$	8,025,677	$	7,536,722
SYGMA		475,319		475,877		479,962
Other		937,811		877,207		822,659
Total segments		10,302,484		9,378,761		8,839,343
Corporate		2,125,583		2,716,211		2,614,684
Total	$	12,428,067	$	12,094,972	$	11,454,027

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Business Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 29, 2012	Dec. 31, 2011	Dec. 29, 2012	Dec. 31, 2011	Jun. 30, 2012
Segment Reporting Information [Line Items]
Total sales	$ 10,796,890	$ 10,244,421	$ 21,883,806	$ 20,830,811
Total operating income	382,651	426,998	861,433	936,338
Interest expense	32,242	28,324	63,110	57,798
Other expense (income), net	(1,753)	(3,472)	(4,230)	(3,222)
Consolidated earnings before income taxes	352,162	402,146	802,553	881,762
Total assets	12,428,067	11,454,027	12,428,067	11,454,027	12,094,972
Broadline [Member]
Segment Reporting Information [Line Items]
Total sales	8,779,069	8,320,996	17,836,733	16,979,517
Total operating income	580,257	564,881	1,223,093	1,188,996
Total assets	8,889,354	7,536,722	8,889,354	7,536,722	8,025,677
SYGMA [Member]
Segment Reporting Information [Line Items]
Total sales	1,411,815	1,403,555	2,832,570	2,788,024
Total operating income	13,439	13,296	25,524	28,987
Total assets	475,319	479,962	475,319	479,962	475,877
Other [Member]
Segment Reporting Information [Line Items]
Total sales	659,861	559,122	1,320,462	1,147,683
Total operating income	20,469	20,253	42,828	44,738
Total assets	937,811	822,659	937,811	822,659	877,207
Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Total sales	(53,855)	(39,252)	(105,959)	(84,413)
Total Segments [Member]
Segment Reporting Information [Line Items]
Total operating income	614,165	598,430	1,291,445	1,262,721
Total assets	10,302,484	8,839,343	10,302,484	8,839,343	9,378,761
Corporate [Member]
Segment Reporting Information [Line Items]
Total operating income	(231,514)	(171,432)	(430,012)	(326,383)
Total assets	$ 2,125,583	$ 2,614,684	$ 2,125,583	$ 2,614,684	$ 2,716,211

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Fair Value Measurements

6 Months Ended

Dec. 29, 2012

Fair Value Measurements [Abstract]

Fair Value Measurements

3.  FAIR VALUE MEASUREMENTS 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. an exit price).  The accounting guidance includes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The three levels of the fair value hierarchy are as follows: 

· Level 1 – Unadjusted quoted prices for identical assets or liabilities in active markets; 

· Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and 

· Level 3 – Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk.

Sysco’s policy is to invest in only high-quality investments.  Cash equivalents primarily include time deposits, certificates of deposit, commercial paper, high-quality money market funds and all highly liquid instruments with original maturities of three months or less.   Restricted cash consists of investments in high-quality money market funds.    

The following is a description of the valuation methodologies used for assets and liabilities measured at fair value. 

· Time deposits and commercial paper included in cash equivalents are valued at amortized cost, which approximates fair value.  These are included within cash equivalents as a Level 2 measurement in the tables below. 

· Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange.  These are included within cash equivalents and restricted cash as Level 1 measurements in the tables below. 

· The interest rate swap agreements, discussed further in Note 4, “Derivative Financial Instruments,” are valued using a swap valuation model that utilizes an income approach using observable market inputs including interest rates, LIBOR swap rates and credit default swap rates.  These are included within prepaid expenses and other current assets and other assets as Level 2 measurements in the tables below.

The following tables present the company’s assets and liabilities measured at fair value on a recurring basis as of December 29, 2012, June 30, 2012 and December 31, 2011:

	Assets Measured at Fair Value as of Dec. 29, 2012
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	-	$	178,033	$	-	$	178,033
Prepaid expenses and other current assets
Interest rate swap agreement		-		488		-		488
Restricted cash		145,247		-		-		145,247
Other assets
Interest rate swap agreement		-		5,048		-		5,048
Total assets at fair value	$	145,247	$	183,569	$	-	$	328,816

	Assets Measured at Fair Value as of Jun. 30, 2012
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	228,310	$	248,714	$	-	$	477,024
Prepaid expenses and other current assets
Interest rate swap agreement		-		2,475		-		2,475
Restricted cash		127,228		-		-		127,228
Other assets
Interest rate swap agreement		-		6,219		-		6,219
Total assets at fair value	$	355,538	$	257,408	$	-	$	612,946

	Assets Measured at Fair Value as of Dec. 31, 2011
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	-	$	136,814	$	-	$	136,814
Restricted cash		132,031		-		-		132,031
Other assets
Interest rate swap agreements		-		10,671		-		10,671
Total assets at fair value	$	132,031	$	147,485	$	-	$	279,516

The carrying values of accounts receivable and accounts payable approximated their respective fair values due to the short‑term maturities of these instruments. The fair value of Sysco’s total debt is estimated based on the quoted market prices for the same or similar issue or on the current rates offered to the company for debt of the same remaining maturities and is considered a Level 2 measurement.  The fair value of total debt approximated$3,604.2 million, $3,539.3 million and $3,330.7 million as of December 29, 2012, June 30, 2012 and December 31, 2011, respectively. The carrying value of total debt was $3,105.2 million, $3,018.3 million and $2,857.8 million as of December 29, 2012, June 30, 2012 and December 31, 2011, respectively.

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Debt (Details)	6 Months Ended			6 Months Ended
	Dec. 29, 2012 USD ($)	Dec. 29, 2012 US Uncommitted Lines of Credit [Member] USD ($)	Dec. 29, 2012 Commercial Paper [Member] USD ($)	Dec. 29, 2012 European Subsidiary Multi-Currency Revolver [Member] EUR (€)	Dec. 29, 2012 Commercial Paper Revolver [Member] USD ($)	Dec. 29, 2012 Commercial Paper Revolver 2017 Extension [Member] USD ($)
Debt [Line Items]
Line of credit facility, maximum borrowing capacity		$ 95,000,000		€ 75,000,000	$ 1,000,000,000	$ 925,000,000
Line of credit facility, outstanding borrowings		3,100,000		30,000,000
Committed facility for unsecured borrowings, expiration date				Sep. 25, 2013	Dec. 29, 2016	Dec. 29, 2017
Outstanding commercial paper borrowings			45,000,000
Short term bank borrowings and commercial paper borrowings, minimum amount outstanding during period	0
Short term bank borrowings and commercial paper borrowings, maximum amount outstanding during period	$ 203,000,000

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Derivative Financial Instruments (Details) (USD $)		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended
	Jul. 03, 2010 item	Dec. 29, 2012 Interest Rate Swap Agreements [Member] Fair Value Hedging [Member] Interest Expense [Member]	Dec. 31, 2011 Interest Rate Swap Agreements [Member] Fair Value Hedging [Member] Interest Expense [Member]	Dec. 29, 2012 Interest Rate Swap Agreements [Member] Fair Value Hedging [Member] Interest Expense [Member]	Dec. 31, 2011 Interest Rate Swap Agreements [Member] Fair Value Hedging [Member] Interest Expense [Member]	Dec. 29, 2012 Interest Rate Contract [Member] Cash Flow Hedging [Member] Interest Expense [Member]	Dec. 31, 2011 Interest Rate Contract [Member] Cash Flow Hedging [Member] Interest Expense [Member]	Dec. 29, 2012 Interest Rate Contract [Member] Cash Flow Hedging [Member] Interest Expense [Member]	Dec. 31, 2011 Interest Rate Contract [Member] Cash Flow Hedging [Member] Interest Expense [Member]	Jul. 03, 2010 2013 Swap [Member] Interest Rate Swap Agreements [Member]	Jul. 03, 2010 2014 Swap [Member] Interest Rate Swap Agreements [Member]	Dec. 29, 2012 Hedging Instrument [Member] Prepaid Expenses And Other Current Assets [Member] Interest Rate Swap Agreements [Member]	Jun. 30, 2012 Hedging Instrument [Member] Prepaid Expenses And Other Current Assets [Member] Interest Rate Swap Agreements [Member]	Dec. 29, 2012 Hedging Instrument [Member] Other Assets [Member] Interest Rate Swap Agreements [Member]	Jun. 30, 2012 Hedging Instrument [Member] Other Assets [Member] Interest Rate Swap Agreements [Member]	Dec. 31, 2011 Hedging Instrument [Member] Other Assets [Member] Interest Rate Swap Agreements [Member]
Derivative [Line Items]
Fair value of interest rate swap agreements												$ 488,000	$ 2,475,000	$ 5,048,000	$ 6,219,000	$ 10,671,000
(Gain) loss on interest rate swap agreements recorded to interest expense		(2,274,000)	(3,342,000)	(4,324,000)	(3,829,000)
(Gain) loss on interest rate contracts reclassified from accumulated other comprehensive income to interest expense						156,000	174,000	313,000	348,000
Number of interest rate derivatives held	2
Notional amount of derivative										$ 250,000,000	$ 200,000,000

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Company-Sponsored Employee Benefit Plans (Details) (USD $)	3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		1 Months Ended
	Dec. 29, 2012 Pension Benefits [Member]	Dec. 31, 2011 Pension Benefits [Member]	Dec. 29, 2012 Pension Benefits [Member]	Dec. 31, 2011 Pension Benefits [Member]	Dec. 29, 2012 Other Postretirement Plans [Member]	Dec. 31, 2011 Other Postretirement Plans [Member]	Dec. 29, 2012 Other Postretirement Plans [Member]	Dec. 31, 2011 Other Postretirement Plans [Member]	Nov. 24, 2012 Supplemental Executive Retirement Plan Freeze Event [Member] Supplemental Executive Retirement Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 17,589,000	$ 27,056,000	$ 35,369,000	$ 54,111,000	$ 136,000	$ 114,000	$ 271,000	$ 228,000
Interest cost	37,253,000	36,878,000	74,953,000	73,757,000	153,000	158,000	307,000	316,000
Expected return on plan assets	(42,800,000)	(40,402,000)	(85,601,000)	(80,803,000)	0	0	0	0
Amortization of prior service cost	2,273,000	1,201,000	3,734,000	2,402,000	42,000	54,000	84,000	108,000
Amortization of actuarial loss (gain)	18,328,000	15,042,000	37,350,000	30,083,000	(51,000)	(83,000)	(102,000)	(166,000)
Amortization of transition obligation	0	0	0	0	36,000	38,000	71,000	76,000
Curtailment loss	8,293,000	0	8,293,000	0	0	0	0	0	8,300,000
Net periodic benefit cost	40,936,000	39,775,000	74,098,000	79,550,000	316,000	281,000	631,000	562,000
Discount rate used in calculating benefit obligation									3.96%
Actuarial (loss) gain, net arising in current year, before tax									73,000,000
Prior service cost arising in current year, before tax									48,600,000
Period for prior service cost amortization									7 years
Benefit obligation after plan freeze									486,600,000
Employer contributions			$ 11,300,000	$ 11,100,000

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Multiemployer Employee Benefit Plans (Details) (Multiemployer Defined Benefit Pension Plans [Member], USD $) In Millions, unless otherwise specified	1 Months Ended	6 Months Ended
	Jan. 26, 2013	Dec. 29, 2012	Dec. 31, 2011	Jun. 30, 2012
Multiemployer Plans [Line Items]
Approximate percentage of union representatives on the boards of multiemployer plans		50.00%
Approximate percentage of contributing employer representatives on the boards of multiemployer plans		50.00%
Provisions recorded for multiemployer pension withdrawal liabilities	$ 40.7	$ 2.5	$ 4.5
Recorded multiemployer pension withdrawal liability		14.0	46.9	30.7
Aggregate Multiemployer Plan Withdrawal Liability [Member]
Multiemployer Plans [Line Items]
Tax rate for potential IRS non-deductible excise tax		5.00%
Statutory period for company exposure to additional liability after voluntary withdrwal from a multiemployer plan		2 years
Loss contingency, estimate of possible loss	$ 80.0	$ 115.0

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Changes In Accounting

6 Months Ended

Dec. 29, 2012

Changes In Accounting [Abstract]

Changes In Accounting

2.  CHANGES IN ACCOUNTING 

Testing Goodwill for Impairment 

In September 2011, the FASB issued Accounting Standards Update (ASU) 2011-08, “Testing Goodwill for Impairment.”  This update amends Accounting Standards Codification 350, “Intangibles–Goodwill and Other” to allow entities an option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test.  Under that option, an entity no longer would be required to calculate the fair value of a reporting unit unless the entity determines, based on that qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount.  In addition, the update provided a revised list of factors that should be considered when evaluating whether a potential goodwill impairment may have occurred at an interim period.  The amendments in this update were effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  Early adoption was permitted.  The adoption of this update in the first quarter of fiscal 2013 did not result in a material change to the company’s interim consideration of potential goodwill impairment.  Sysco is evaluating the impact this update may have on its annual goodwill impairment testing in the fourth quarter of fiscal 2013. 

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Earnings Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 29, 2012	Dec. 31, 2011	Dec. 29, 2012	Dec. 31, 2011
Earnings Per Share [Line Items]
Net earnings	$ 221,369	$ 250,113	$ 507,967	$ 552,766
Weighted-average basic shares outstanding	587,091,968	586,188,302	587,760,060	589,095,964
Dilutive effect of share-based awards	2,659,965	845,902	2,370,477	1,145,687
Weighted-average diluted shares outstanding	589,751,933	587,034,204	590,130,537	590,241,651
Basic earnings per share (in USD per share)	$ 0.38	$ 0.43	$ 0.86	$ 0.94
Diluted earnings per share (in USD per share)	$ 0.38	$ 0.43	$ 0.86	$ 0.94
Stock Options [Member]
Earnings Per Share [Line Items]
Number of anti-dilutive options	25,000,000	49,000,000	31,000,000	49,500,000

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Supplemental Guarantor Information - Subsidiary Guarantees (Comprehensive Income) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 29, 2012	Dec. 31, 2011	Dec. 29, 2012	Dec. 31, 2011
Supplemental Guarantor Information - Subsidiary Guarantees [Line Items]
Sales	$ 10,796,890	$ 10,244,421	$ 21,883,806	$ 20,830,811
Cost of sales	8,879,324	8,398,771	17,962,696	17,037,561
Gross profit	1,917,566	1,845,650	3,921,110	3,793,250
Operating expenses	1,534,915	1,418,652	3,059,677	2,856,912
Operating income (loss)	382,651	426,998	861,433	936,338
Interest expense (income)	32,242	28,324	63,110	57,798
Other expense (income), net	(1,753)	(3,472)	(4,230)	(3,222)
Earnings (losses) before income taxes	352,162	402,146	802,553	881,762
Income tax (benefit) provision	130,793	152,033	294,586	328,996
Equity in earnings of subsidiaries	0	0	0	0
Net earnings	221,369	250,113	507,967	552,766
Other comprehensive income (loss)	8,266	28,542	57,157	(63,607)
Comprehensive income	229,635	278,655	565,124	489,159
Subsidiary Guarantee [Member] | Sysco-Debt Issuing Parent [Member]
Supplemental Guarantor Information - Subsidiary Guarantees [Line Items]
Sales	0	0	0	0
Cost of sales	0	0	0	0
Gross profit	0	0	0	0
Operating expenses	194,206	135,560	347,344	252,523
Operating income (loss)	(194,206)	(135,560)	(347,344)	(252,523)
Interest expense (income)	72,564	96,985	142,176	193,263
Other expense (income), net	(2,294)	(2,197)	(2,613)	(3,512)
Earnings (losses) before income taxes	(264,476)	(230,348)	(486,907)	(442,274)
Income tax (benefit) provision	(97,835)	(86,825)	(178,726)	(165,018)
Equity in earnings of subsidiaries	388,010	393,636	816,148	830,022
Net earnings	221,369	250,113	507,967	552,766
Other comprehensive income (loss)	17,037	10,119	29,768	20,237
Comprehensive income	238,406	260,232	537,735	573,003
Subsidiary Guarantee [Member] | U.S. Broadline Subsidiaries [Member]
Supplemental Guarantor Information - Subsidiary Guarantees [Line Items]
Sales	7,361,249	7,056,282	14,997,427	14,376,568
Cost of sales	5,948,837	5,674,008	12,093,695	11,538,714
Gross profit	1,412,412	1,382,274	2,903,732	2,837,854
Operating expenses	884,463	872,619	1,798,549	1,770,650
Operating income (loss)	527,949	509,655	1,105,183	1,067,204
Interest expense (income)	(42,058)	(67,483)	(80,441)	(131,386)
Other expense (income), net	(537)	(701)	(1,241)	(1,264)
Earnings (losses) before income taxes	570,544	577,839	1,186,865	1,199,854
Income tax (benefit) provision	211,516	218,177	435,653	447,680
Equity in earnings of subsidiaries	0	0	0	0
Net earnings	359,028	359,662	751,212	752,174
Other comprehensive income (loss)	0	0	0	0
Comprehensive income	359,028	359,662	751,212	752,174
Subsidiary Guarantee [Member] | Other Non-Guarantor Subsidiaries [Member]
Supplemental Guarantor Information - Subsidiary Guarantees [Line Items]
Sales	3,706,570	3,393,450	7,411,242	6,850,508
Cost of sales	3,173,029	2,907,268	6,339,226	5,850,452
Gross profit	533,541	486,182	1,072,016	1,000,056
Operating expenses	484,633	433,279	968,422	878,399
Operating income (loss)	48,908	52,903	103,594	121,657
Interest expense (income)	1,736	(1,178)	1,375	(4,079)
Other expense (income), net	1,078	(574)	(376)	1,554
Earnings (losses) before income taxes	46,094	54,655	102,595	124,182
Income tax (benefit) provision	17,112	20,681	37,659	46,334
Equity in earnings of subsidiaries	0	0	0	0
Net earnings	28,982	33,974	64,936	77,848
Other comprehensive income (loss)	(8,771)	18,423	27,389	(83,844)
Comprehensive income	20,211	52,397	92,325	(5,996)
Subsidiary Guarantee [Member] | Eliminations [Member]
Supplemental Guarantor Information - Subsidiary Guarantees [Line Items]
Sales	(270,929)	(205,311)	(524,863)	(396,265)
Cost of sales	(242,542)	(182,505)	(470,225)	(351,605)
Gross profit	(28,387)	(22,806)	(54,638)	(44,660)
Operating expenses	(28,387)	(22,806)	(54,638)	(44,660)
Operating income (loss)	0	0	0	0
Interest expense (income)	0	0	0	0
Other expense (income), net	0	0	0	0
Earnings (losses) before income taxes	0	0	0	0
Income tax (benefit) provision	0	0	0	0
Equity in earnings of subsidiaries	(388,010)	(393,636)	(816,148)	(830,022)
Net earnings	(388,010)	(393,636)	(816,148)	(830,022)
Other comprehensive income (loss)	0	0	0	0
Comprehensive income	$ (388,010)	$ (393,636)	$ (816,148)	$ (830,022)

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 29, 2012	Jun. 30, 2012	Dec. 31, 2011
Current assets
Cash and cash equivalents	$ 320,805	$ 688,867	$ 336,531
Accounts and notes receivable, less allowances of $67,926, $42,919, and $71,180	3,168,120	2,966,624	2,882,730
Inventories	2,436,109	2,178,830	2,213,153
Deferred income taxes	116,887	134,503	142,068
Prepaid expenses and other current assets	68,675	80,713	73,568
Prepaid income taxes	49,189	35,271	0
Total current assets	6,159,785	6,084,808	5,648,050
Plant and equipment at cost, less depreciation	3,960,636	3,883,750	3,736,137
Other assets
Goodwill	1,802,630	1,665,611	1,630,879
Intangibles, less amortization	153,358	113,571	102,594
Restricted cash	145,247	127,228	132,031
Other assets	206,411	220,004	204,336
Total other assets	2,307,646	2,126,414	2,069,840
Total assets	12,428,067	12,094,972	11,454,027
Current liabilities
Notes payable	42,754	0	2,500
Accounts payable	2,287,559	2,209,469	2,074,396
Accrued expenses	903,934	909,144	857,538
Accrued income taxes	0	50,316	123,420
Current maturities of long-term debt	253,170	254,650	205,916
Total current liabilities	3,487,417	3,423,579	3,263,770
Other liabilities
Long-term debt	2,809,290	2,763,688	2,649,346
Deferred income taxes	94,987	115,166	218,314
Other long-term liabilities	1,134,800	1,107,499	634,982
Total other liabilities	4,039,077	3,986,353	3,502,642
Commitments and contingencies
Shareholders' equity
Preferred stock, par value $1 per share Authorized 1,500,000 shares, issued none	0	0	0
Common stock, par value $1 per share Authorized 2,000,000,000 shares, issued 765,174,900 shares	765,175	765,175	765,175
Paid-in capital	954,988	939,179	907,991
Retained earnings	8,359,768	8,175,230	7,923,413
Accumulated other comprehensive loss	(605,709)	(662,866)	(323,565)
Treasury stock at cost, 179,819,753, 179,228,383 and 181,352,211 shares	(4,572,649)	(4,531,678)	(4,585,399)
Total shareholders' equity	4,901,573	4,685,040	4,687,615
Total liabilities and shareholders' equity	$ 12,428,067	$ 12,094,972	$ 11,454,027

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Consolidated Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Dec. 29, 2012	Dec. 31, 2011
Cash flows from operating activities:
Net earnings	$ 507,967	$ 552,766
Adjustments to reconcile net earnings to cash provided by operating activities:
Share-based compensation expense	39,423	38,757
Depreciation and amortization	249,593	200,724
Deferred income taxes	(39,603)	(295,801)
Provision for losses on receivables	16,422	21,133
Other non-cash items	(246)	(811)
Additional investment in certain assets and liabilities, net of effect of businesses acquired:
(Increase) in receivables	(157,073)	(23,326)
(Increase) in inventories	(222,170)	(152,289)
Decrease (increase) in prepaid expenses and other current assets	11,367	(2,051)
Increase (decrease) in accounts payable	28,313	(94,236)
(Decrease) in accrued expenses	(37,338)	(1,295)
(Decrease) increase in accrued income taxes	(64,663)	180,362
Decrease in other assets	2,785	72,310
Increase in other long-term liabilities	52,364	42,282
Excess tax benefits from share-based compensation arrangements	(356)	(10)
Net cash provided by operating activities	386,785	538,515
Cash flows from investing activities:
Additions to plant and equipment	(261,576)	(433,858)
Proceeds from sales of plant and equipment	3,229	4,315
Acquisition of businesses, net of cash acquired	(194,237)	(36,765)
(Increase) in restricted cash	(18,019)	(21,515)
Net cash used for investing activities	(470,603)	(487,823)
Cash flows from financing activities:
Bank and commercial paper borrowings (repayments), net	48,100	195,520
Other debt borrowings	43,482	2,181
Other debt repayments	(10,789)	(4,068)
Debt issuance costs	0	(974)
Proceeds from common stock reissued from treasury for share-based compensation awards	90,853	45,417
Treasury stock purchases	(143,526)	(272,299)
Dividends paid	(315,904)	(307,141)
Excess tax benefits from share-based compensation arrangements	356	10
Net cash used for financing activities	(287,428)	(341,354)
Effect of exchange rates on cash	3,184	(12,572)
Net (decrease) in cash and cash equivalents	(368,062)	(303,234)
Cash and cash equivalents at beginning of period	688,867	639,765
Cash and cash equivalents at end of period	320,805	336,531
Supplemental disclosures of cash flow information:
Interest	63,598	58,000
Income taxes	$ 404,791	$ 443,044

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Acquisitions (Details) (USD $)	6 Months Ended
	Dec. 29, 2012	Dec. 31, 2011
Acquisitions [Abstract]
Acquisition of businesses, net of cash acquired	$ 194,237,000	$ 36,765,000
Contingent consideration maximum number of years	5 years
Potential cash payout for contingent consideration arrangements	103,100,000
Amount of potential cash payout that would result in recording of additional goodwill	$ 36,400,000

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Derivative Financial Instruments (Tables)

6 Months Ended

Dec. 29, 2012

Derivative Financial Instruments [Abstract]

Derivatives Balance Sheet Location Table

	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
	(In thousands)
Fair value hedge relationships:
Interest rate swap agreements
Dec. 29, 2012	Prepaid expenses and other current assets	$	488	N/A	N/A
Dec. 29, 2012	Other assets		5,048	N/A	N/A
Jun. 30, 2012	Prepaid expenses and other current assets		2,475	N/A	N/A
Jun. 30, 2012	Other assets		6,219	N/A	N/A
Dec. 31, 2011	Other assets		10,671	N/A	N/A

Derivatives Financial Statement Performance Table

The location and effect of derivative instruments and related hedged items on the consolidated results of operations for the 13-week periods ended December 29, 2012 and December 31, 2011 presented on a pre-tax basis are as follows:

	Location of (Gain) or Loss Recognized in Income	Amount of (Gain) or Loss Recognized in Income
		13-Week Period Ended
		Dec. 29, 2012		Dec. 31, 2011
		(In thousands)
Fair Value Hedge Relationships:
Interest rate swap agreements	Interest expense	$	(2,274)	$	(3,342)
Cash Flow  Hedge Relationships:
Interest rate contracts	Interest expense		156		174

The location and effect of derivative instruments and related hedged items on the consolidated results of operations for the 26-week periods ended December 29, 2012 and December 31, 2011 presented on a pre-tax basis are as follows:

	Location of (Gain) or Loss Recognized in Income	Amount of (Gain) or Loss Recognized in Income
		26-Week Period Ended
		Dec. 29, 2012		Dec. 31, 2011
		(In thousands)
Fair Value Hedge Relationships:
Interest rate swap agreements	Interest expense	$	(4,324)	$	(3,829)
Cash Flow  Hedge Relationships:
Interest rate contracts	Interest expense		313		348

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Commitments And Contingencies (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Dec. 29, 2012
Fuel Commitments [Member]
Commitments And Contingencies [Line Items]
Unrecorded unconditional purchase obligation as of balance sheet date	$ 110.0
Information Technology Services Commitments [Member]
Commitments And Contingencies [Line Items]
Time period of long-term purchase commitment	periods up to fiscal 2016
Remaining amount of long-term purchase commitment	454.8
Termination fee associated with long-term purchase commitments if terminated in current fiscal year	35.9
Product Purchases for Resale Commitments [Member]
Commitments And Contingencies [Line Items]
Unrecorded unconditional purchase obligation as of balance sheet date	$ 1,525.2
Product purchases for resale term for majority of agreements	one year

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Earnings Per Share (Tables)

6 Months Ended

Dec. 29, 2012

Earnings Per Share [Abstract]

Computation Of Basic And Diluted Earnings Per Share Table

	13-Week Period Ended				26-Week Period Ended
	Dec. 29, 2012		Dec. 31, 2011		Dec. 29, 2012		Dec. 31, 2011
	(In thousands, except for share and per share data)
Numerator:
Net earnings	$	221,369	$	250,113	$	507,967	$	552,766
Denominator:
Weighted-average basic shares outstanding		587,091,968		586,188,302		587,760,060		589,095,964
Dilutive effect of share-based awards		2,659,965		845,902		2,370,477		1,145,687
Weighted-average diluted shares outstanding		589,751,933		587,034,204		590,130,537		590,241,651
Basic earnings per share:	$	0.38	$	0.43	$	0.86	$	0.94
Diluted earnings per share:	$	0.38	$	0.43	$	0.86	$	0.94

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Basis Of Presentation

6 Months Ended

Dec. 29, 2012

Basis Of Presentation [Abstract]

Basis Of Presentation

1.  BASIS OF PRESENTATION

The consolidated financial statements have been prepared by the company, without audit, with the exception of the June 30, 2012 consolidated balance sheet which was taken from the audited financial statements included in the company's Fiscal 2012 Annual Report on Form 10-K.  The financial statements include consolidated balance sheets, consolidated results of operations, consolidated statements of comprehensive income and consolidated cash flows. In the opinion of management, all adjustments, which consist of normal recurring adjustments, necessary to present fairly the financial position, results of operations, comprehensive income and cash flows 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 the company's fiscal 2012 Annual Report on Form 10-K.   Certain footnote disclosures included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to applicable rules and regulations for interim financial statements.

A review of the financial information herein has been made by Ernst & Young LLP, independent auditors, in accordance with established professional standards and procedures for such a review.  A report from Ernst & Young LLP concerning their review is included as Exhibit 15.1 to this Form 10-Q.

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 29, 2012	Jun. 30, 2012	Dec. 31, 2011
Assets
Allowance for doubtful accounts (in USD)	$ 67,926	$ 42,919	$ 71,180
Shareholders' equity
Preferred stock, par value (in USD Per Share)	$ 1	$ 1	$ 1
Preferred stock, authorized (in shares)	1,500,000	1,500,000	1,500,000
Preferred stock, issued (in shares)	0	0	0
Common stock, par value (in USD per share)	$ 1	$ 1	$ 1
Common stock, authorized (in shares)	2,000,000,000	2,000,000,000	2,000,000,000
Common stock, issued (in shares)	765,174,900	765,174,900	765,174,900
Treasury stock (in shares)	179,819,753	179,228,383	181,352,211

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Acquisitions

6 Months Ended

Dec. 29, 2012

Acquisitions [Abstract]

Acquisitions

 11.  ACQUISITIONS 

During the first 26 weeks of fiscal 2013, in the aggregate, the company paid cash of $194.2 million for acquisitions made during fiscal 2013.  Acquisitions in the first 26 weeks of fiscal 2013 were immaterial, individually and in the aggregate, to the consolidated financial statements. 

Certain acquisitions involve contingent consideration typically payable over periods up to five years only in the event that certain operating results are attained or certain outstanding contingencies are resolved.  As of December 29, 2012, aggregate contingent consideration amounts outstanding relating to acquisitions was $103.1 million, of which $36.4 million could result in the recording of additional goodwill.

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Document And Entity Information	6 Months Ended
	Dec. 29, 2012	Jan. 26, 2013
Document And Entity Information [Abstract]
Entity Registrant Name	SYSCO CORP
Entity Central Index Key	0000096021
Current Fiscal Year End Date	--06-29
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		585,990,749
Document Type	10-Q
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Amendment Flag	false
Document Period End Date	Dec. 29, 2012

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Commitments And Contingencies

6 Months Ended

Dec. 29, 2012

Commitments And Contingencies [Abstract]

Commitments And Contingencies

12.  COMMITMENTS AND CONTINGENCIES 

Legal Proceedings 

Sysco is engaged in various legal proceedings which 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, the losses have been accrued.  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.  However, the final results of legal proceedings cannot be predicted with certainty and if the company failed to prevail in one or more of these legal matters, and the associated realized losses were to exceed the company’s current estimates of the range of potential losses, the company’s consolidated financial position or results of operations could be materially adversely affected in future periods. 

Fuel Commitments 

Sysco routinely enters into forward purchase commitments for a portion of its projected diesel fuel requirements.  As of December 29, 2012, outstanding forward diesel fuel purchase commitments totaled approximately $110.0 million at a fixed price through November 2013. 

Other Commitments

Sysco has committed to aggregate product purchases for resale in order to benefit from a centralized approach to purchasing.  A majority of these agreements expire within one year; however, certain agreements have terms through fiscal 2018.  These agreements commit the company to a minimum volume at various pricing terms, including fixed pricing, variable pricing or a combination thereof.  Minimum amounts committed to as of December 29, 2012 totaled approximately $1,525.2 million.

Sysco has committed with various third party service providers to provide information technology services. The services have been committed for periods up to fiscal 2016 and may be extended.  As of December 29, 2012, the total remaining cost of the services over that period is expected to be approximately $454.8 million. A portion of this amount may be reduced by Sysco utilizing less than estimated resources and can be increased by Sysco utilizing more than estimated resources.  Certain agreements allow adjustments for inflation. Sysco may also cancel a portion or all of the services provided subject to termination fees which decrease over time. If Sysco were to terminate all of the services in fiscal 2013, the estimated termination fees incurred in fiscal 2013 would be approximately $35.9 million.

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Consolidated Results Of Operations (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 29, 2012	Dec. 31, 2011	Dec. 29, 2012	Dec. 31, 2011
Consolidated Results Of Operations [Abstract]
Sales	$ 10,796,890	$ 10,244,421	$ 21,883,806	$ 20,830,811
Cost of sales	8,879,324	8,398,771	17,962,696	17,037,561
Gross profit	1,917,566	1,845,650	3,921,110	3,793,250
Operating expenses	1,534,915	1,418,652	3,059,677	2,856,912
Operating income	382,651	426,998	861,433	936,338
Interest expense	32,242	28,324	63,110	57,798
Other expense (income), net	(1,753)	(3,472)	(4,230)	(3,222)
Earnings before income taxes	352,162	402,146	802,553	881,762
Income taxes	130,793	152,033	294,586	328,996
Net earnings	$ 221,369	$ 250,113	$ 507,967	$ 552,766
Net earnings:
Basic earnings per share (in USD per share)	$ 0.38	$ 0.43	$ 0.86	$ 0.94
Diluted earnings per share (in USD per share)	$ 0.38	$ 0.43	$ 0.86	$ 0.94
Average shares outstanding	587,091,968	586,188,302	587,760,060	589,095,964
Diluted shares outstanding	589,751,933	587,034,204	590,130,537	590,241,651
Dividends declared per common share (in USD per share)	$ 0.28	$ 0.27	$ 0.55	$ 0.53

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Company-Sponsored Employee Benefit Plans (Company-Sponsored Employee Benefit Plans [Member])

6 Months Ended

Dec. 29, 2012

Company-Sponsored Employee Benefit Plans [Member]

Defined Benefit Plan Disclosure [Line Items]

Employee Benefit Plans

6.  COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS 

The components of net company-sponsored benefit cost for the 13-week periods presented are as follows.  The caption “Pension Benefits” in the table below includes both the company-sponsored qualified pension plan (Retirement Plan) and the Supplemental Executive Retirement Plan (SERP). 

	Pension Benefits				Other Postretirement Plans
	Dec. 29, 2012		Dec. 31, 2011		Dec. 29, 2012		Dec. 31, 2011
	(In thousands)
Service cost	$	17,589	$	27,056	$	136	$	114
Interest cost		37,253		36,878		153		158
Expected return on plan assets		(42,800)		(40,402)		-		-
Amortization of prior service cost		2,273		1,201		42		54
Amortization of actuarial loss (gain)		18,328		15,042		(51)		(83)
Amortization of transition obligation		-		-		36		38
Curtailment loss		8,293		-		-		-
Net periodic benefit cost	$	40,936	$	39,775	$	316	$	281

The components of net company-sponsored benefit cost for the 26-week periods are as follows:

	Pension Benefits				Other Postretirement Plans
	Dec. 29, 2012		Dec. 31, 2011		Dec. 29, 2012		Dec. 31, 2011
	(In thousands)
Service cost	$	35,369	$	54,111	$	271	$	228
Interest cost		74,953		73,757		307		316
Expected return on plan assets		(85,601)		(80,803)		-		-
Amortization of prior service cost		3,734		2,402		84		108
Recognized net actuarial loss (gain)		37,350		30,083		(102)		(166)
Amortization of transition obligation		-		-		71		76
Curtailment loss		8,293		-		-		-
Net periodic benefit cost	$	74,098	$	79,550	$	631	$	562

At the end of fiscal 2012, Sysco approved a plan to freeze future benefit accruals under the Retirement Plan as of December 31, 2012 for all United States-based salaried and non-union hourly employees.  Effective January 1, 2013, these employees are eligible for additional contributions under the company’s defined contribution 401(k) plan.  The measurements for the Retirement Plan at June 30, 2012 and the resulting expense for fiscal 2013 included the impact of the freeze. 

In November 2012, Sysco approved a plan to restructure its executive nonqualified retirement program including the SERP.   Future benefit accruals will have frozen under this plan by June 29, 2013 for all participants.   As a result of this change, the liabilities of this plan were remeasured using a discount rate of 3.96%.  A curtailment gain of $73.0 million was recognized as a component of actuarial losses (net of tax) within other comprehensive income with an offsetting reduction to benefits obligations to accumulated benefits.  Further, an $8.3 million loss was recognized in the income statement arising from the write-off of prior service costs.  In addition to the plan freeze, participants will be fully vested in their frozen benefits on their date of freeze.  This resulted in an increase in the benefit obligation of $48.6 million which was reflected as unrecognized prior service cost in other comprehensive income.  This amount will amortize into pension expense over the next seven years.  The SERP benefit obligation resulting after these changes on the date of the approved plan was $486.6 million.

Sysco’s contributions to its company-sponsored defined benefit plans were $11.3 million and $11.1 million during the 26-week periods ended December 29, 2012 and December 31, 2011, respectively. 

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Debt

6 Months Ended

Dec. 29, 2012

Debt [Abstract]

Debt

5.  DEBT 

As of December 29, 2012, Sysco had uncommitted bank lines of credit which provided for unsecured borrowings for working capital of up to $95.0 million, of which $3.1 million was outstanding, located within Notes payable on the consolidated balance sheet. 

Sysco and one of its subsidiaries, Sysco International, ULC, have a revolving credit facility supporting the company’s United States and Canadian commercial paper programs.  The facility provides for borrowings in both United States and Canadian dollars.  Borrowings by Sysco International, ULC under the agreement are guaranteed by Sysco, and borrowings by Sysco and Sysco International, ULC under the credit agreement are guaranteed by the wholly-owned subsidiaries of Sysco that are guarantors of the company’s senior notes and debentures.   The original facility in the amount of $1,000.0 million expires on December 29, 2016.  In December 2012, a portion of the facility was extended for an additional year.  This extended facility, which expires on December 29, 2017, is for $925.0 million of the original $1,000.0 million facility, but is subject to further extension.  As of December 29, 2012, commercial paper issuances outstanding were $45.0 million and were classified as long-term debt, as the company’s commercial paper programs are supported by the long-term revolving credit facility described above.    

During the 26-week period ended December 29, 2012, aggregate commercial paper issuances and short-term bank borrowings ranged from zero to approximately $203.0 million. 

In September 2012, the company’s Irish subsidiary, Pallas Foods, entered into a €75.0 million (Euro) multicurrency revolving credit facility, which will be utilized for capital needs for the company’s European subsidiaries.  This facility provides for unsecured borrowings and expires September 25, 2013, but is subject to extension.  Outstanding borrowings under this facility were €30.0 million (Euro) as of December 29, 2012, located within Notes payable on the consolidated balance sheet. 

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Company-Sponsored Employee Benefit Plans (Tables)

6 Months Ended

Dec. 29, 2012

Employee Benefit Plans [Abstract]

Defined Benefit Plans Components Of Net Benefit Cost Table

	Pension Benefits				Other Postretirement Plans
	Dec. 29, 2012		Dec. 31, 2011		Dec. 29, 2012		Dec. 31, 2011
	(In thousands)
Service cost	$	17,589	$	27,056	$	136	$	114
Interest cost		37,253		36,878		153		158
Expected return on plan assets		(42,800)		(40,402)		-		-
Amortization of prior service cost		2,273		1,201		42		54
Amortization of actuarial loss (gain)		18,328		15,042		(51)		(83)
Amortization of transition obligation		-		-		36		38
Curtailment loss		8,293		-		-		-
Net periodic benefit cost	$	40,936	$	39,775	$	316	$	281

The components of net company-sponsored benefit cost for the 26-week periods are as follows:

	Pension Benefits				Other Postretirement Plans
	Dec. 29, 2012		Dec. 31, 2011		Dec. 29, 2012		Dec. 31, 2011
	(In thousands)
Service cost	$	35,369	$	54,111	$	271	$	228
Interest cost		74,953		73,757		307		316
Expected return on plan assets		(85,601)		(80,803)		-		-
Amortization of prior service cost		3,734		2,402		84		108
Recognized net actuarial loss (gain)		37,350		30,083		(102)		(166)
Amortization of transition obligation		-		-		71		76
Curtailment loss		8,293		-		-		-
Net periodic benefit cost	$	74,098	$	79,550	$	631	$	562

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Business Segment Information

6 Months Ended

Dec. 29, 2012

Business Segment Information [Abstract]

Business Segment Information

13.  BUSINESS SEGMENT INFORMATION 

The company has aggregated its operating companies into a number of segments, of which only Broadline and SYGMA are reportable segments as defined in the accounting literature related to disclosures about segments of an enterprise.  The Broadline reportable segment is an aggregation of the company’s United States, Canadian and European Broadline segments.  Broadline operating companies distribute a full line of food products and a wide variety of non-food products to both traditional and chain restaurant customers and also provide custom-cut meat operations.  SYGMA operating companies distribute a full line of food products and a wide variety of non-food products to certain chain restaurant customer locations.  "Other" financial information is attributable to the company's other operating segments, including the company's specialty produce and lodging industry segments, a company that distributes specialty imported products and a company that distributes to international customers.   

The accounting policies for the segments are the same as those disclosed by Sysco for its consolidated financial statements.  Intersegment sales represent specialty produce and imported specialty products distributed by the Broadline and SYGMA operating companies. Management evaluates the performance of each of the operating segments based on its respective operating income results.  Corporate expenses generally include all expenses of the corporate office and Sysco’s shared service center.  These also include all share-based compensation costs and expenses related to the company’s Business Transformation Project. 

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

	13-Week Period Ended				26-Week Period Ended
	Dec. 29, 2012		Dec. 31, 2011		Dec. 29, 2012		Dec. 31, 2011
Sales:	(In thousands)
Broadline	$	8,779,069	$	8,320,996	$	17,836,733	$	16,979,517
SYGMA		1,411,815		1,403,555		2,832,570		2,788,024
Other		659,861		559,122		1,320,462		1,147,683
Intersegment sales		(53,855)		(39,252)		(105,959)		(84,413)
Total	$	10,796,890	$	10,244,421	$	21,883,806	$	20,830,811
	13-Week Period Ended				26-Week Period Ended
	Dec. 29, 2012		Dec. 31, 2011		Dec. 29, 2012		Dec. 31, 2011
Operating income:	(In thousands)
Broadline	$	580,257	$	564,881	$	1,223,093	$	1,188,996
SYGMA		13,439		13,296		25,524		28,987
Other		20,469		20,253		42,828		44,738
Total segments		614,165		598,430		1,291,445		1,262,721
Corporate expenses		(231,514)		(171,432)		(430,012)		(326,383)
Total operating income		382,651		426,998		861,433		936,338
Interest expense		32,242		28,324		63,110		57,798
Other expense (income), net		(1,753)		(3,472)		(4,230)		(3,222)
Earnings before income taxes	$	352,162	$	402,146	$	802,553	$	881,762

	Dec. 29, 2012		Jun. 30, 2012		Dec. 31, 2011
Assets:	(In thousands)
Broadline	$	8,889,354	$	8,025,677	$	7,536,722
SYGMA		475,319		475,877		479,962
Other		937,811		877,207		822,659
Total segments		10,302,484		9,378,761		8,839,343
Corporate		2,125,583		2,716,211		2,614,684
Total	$	12,428,067	$	12,094,972	$	11,454,027

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Share-Based Compensation

6 Months Ended

Dec. 29, 2012

Share-Based Compensation [Abstract]

Share-Based Compensation

9.  SHARE-BASED COMPENSATION  

Sysco provides compensation benefits to employees and non-employee directors under several share-based payment arrangements including various employee stock incentive plans, the Employees’ Stock Purchase Plan, and various non‑employee director plans. 

Stock Incentive Plans 

In the first 26 weeks of fiscal 2013, options to purchase 6,212,716 shares were granted to employees from the 2007 Stock Incentive Plan. 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 share of options granted during the first 26 weeks of fiscal 2013 was $3.20. 

In the first 26 weeks of fiscal 2013, 1,175,121 restricted stock units were granted to employees from the 2007 Stock Incentive Plan. Some of these restricted stock units were granted with dividend equivalents. The fair value of each restricted stock unit award granted with a dividend equivalent is based on the company’s stock price as of the date of grant. For restricted stock unit awards 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 share of restricted stock units granted during the first 26 weeks of fiscal 2013 was $29.76. 

In the first 26 weeks of fiscal 2013, restricted awards in the amount of 48,069 were granted to non-employee directors from the 2009 Non-Employee Directors Stock Plan. The non-employee directors may elect to receive these awards in restricted stock shares that will vest at the end of the award’s stated vesting period or as deferred units which convert into shares of Sysco common stock upon a date selected by the non-employee director that is subsequent to the award’s stated vesting date. The fair value of the restricted awards is based on the company’s stock price as of the date of grant. The weighted average grant-date fair value per share of restricted awards granted during the first 26 weeks of fiscal 2013 was $29.96.

Employees' Stock Purchase Plan 

Plan participants purchased 775,899 shares of Sysco common stock under the Sysco Employees’ Stock Purchase Plan during the first 26 weeks of fiscal 2013. 

The weighted average fair value per share of employee stock purchase rights issued pursuant to the Employees' Stock Purchase Plan was $4.58 during the first 26 weeks of fiscal 2013. The fair value of the stock purchase rights is estimated as the difference between the stock price 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 $39.4 million and $38.8 million for the first 26 weeks of fiscal 2013 and fiscal 2012, respectively. 

As of December 29, 2012, there was $81.9 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 2.61 years.

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Multiemployer Employee Benefit Plans (Multiemployer Employee Benefit Plans [Member])

6 Months Ended

Dec. 29, 2012

Multiemployer Employee Benefit Plans [Member]

Multiemployer Plans [Line Items]

Employee Benefit Plans

7.  MULTIEMPLOYER EMPLOYEE BENEFIT PLANS 

Sysco contributes to several multiemployer defined benefit pension plans in the United States and Canada based on obligations arising under collective bargaining agreements covering union-represented employees. Sysco does not directly manage these multiemployer plans, which are generally managed by boards of trustees, half of whom are appointed by the unions and the other half by Sysco and the other employers contributing to the plan.   

Based upon the information available from plan administrators, management believes that several of these multiemployer plans are underfunded.  In addition, pension-related legislation in the United States requires underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their underfunding.  As a result, Sysco expects its contributions to these plans to increase in the future.  In addition, if a United States multiemployer defined benefit plan fails to satisfy certain minimum funding requirements, the Internal Revenue Service may impose a nondeductible excise tax of 5% on the amount of the accumulated funding deficiency for those employers contributing to the fund.   

Withdrawal Activity 

Sysco has voluntarily withdrawn from various multiemployer pension plans.  Total withdrawal liability provisions recorded were $2.5 million in the first 26 weeks of fiscal 2013 and $4.5 million in the first 26 weeks of fiscal 2012.  As of December 29, 2012, June 30, 2012 and December 31, 2011, Sysco had approximately $14.0 million, $30.7 million and $46.9 million, respectively, in liabilities recorded related to certain multiemployer defined benefit plans for which Sysco’s voluntary withdrawal had already occurred.   Recorded withdrawal liabilities are estimated at the time of withdrawal based on the most recently available valuation and participant data for the respective plans; amounts are subsequently adjusted to the period of payment to reflect any changes to these estimates.  If any of these plans were to undergo a mass withdrawal, as defined by the Pension Benefit Guaranty Corporation, within a two year time frame from the point of our withdrawal, Sysco could have additional liability.  The company does not currently believe any mass withdrawals are probable to occur in the applicable two year time frame relating to the plans from which Sysco has voluntarily withdrawn. 

Potential Withdrawal Liability 

Under current law regarding multiemployer defined benefit plans, a plan’s termination, Sysco’s voluntary withdrawal, or the mass withdrawal of all contributing employers from any underfunded multiemployer defined benefit plan would require Sysco to make payments to the plan for Sysco’s proportionate share of the multiemployer plan’s unfunded vested liabilities.  Generally, Sysco does not have the greatest share of liability among the participants in any of the plans in which it participates.  Sysco believes that one of the above-mentioned events is reasonably possible for certain plans in which it participates and estimates its share of withdrawal liability for these plans could have been as much as $115.0 million as of December 29, 2012.  This estimate excludes plans for which Sysco has recorded withdrawal liabilities or where the likelihood of the above-mentioned events is deemed remote.  This estimate is based on the information available from plan administrators, which has valuation dates ranging from December 31, 2009 to December 31, 2011. The majority of these plans have a valuation date of calendar year-end and therefore the estimate results from plans for which the valuation date was December 31, 2011; therefore, the company’s estimate reflects the condition of the financial markets as of that date.  Due to the lack of current information, management believes Sysco’s current share of the withdrawal liability could materially differ from this estimate. 

Subsequent Event

In January 2013, the union members of one of the company’s subsidiaries approved a collective bargaining agreement that included an agreement to withdraw from the union’s multiemployer pension plan and allows the represented employees to become participants in Sysco’s company-sponsored pension plan.  This action triggered a withdrawal from the multiemployer pension plan.  As a result, during the third quarter of fiscal 2013, Sysco will record a withdrawal liability provision of approximately $40.7 million related to this plan.  As a result of this withdrawal, Sysco estimates that its share of withdrawal liability for the remaining plans for which it is reasonably possible for a withdrawal event to occur could have been as much as $80.0 million as of January 26, 2013, as compared to $115.0 million as of December 29, 2012.

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Earnings Per Share

6 Months Ended

Dec. 29, 2012

Earnings Per Share [Abstract]

Earnings Per Share

8.  EARNINGS PER SHARE 

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

	13-Week Period Ended				26-Week Period Ended
	Dec. 29, 2012		Dec. 31, 2011		Dec. 29, 2012		Dec. 31, 2011
	(In thousands, except for share and per share data)
Numerator:
Net earnings	$	221,369	$	250,113	$	507,967	$	552,766
Denominator:
Weighted-average basic shares outstanding		587,091,968		586,188,302		587,760,060		589,095,964
Dilutive effect of share-based awards		2,659,965		845,902		2,370,477		1,145,687
Weighted-average diluted shares outstanding		589,751,933		587,034,204		590,130,537		590,241,651
Basic earnings per share:	$	0.38	$	0.43	$	0.86	$	0.94
Diluted earnings per share:	$	0.38	$	0.43	$	0.86	$	0.94

The number of options that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 25,000,000 and 49,000,000 for the second quarter of fiscal 2013 and fiscal 2012, respectively.  The number of options that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 31,000,000 and 49,500,000 for the first 26 weeks of fiscal 2013 and 2012, respectively. 

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Income Taxes

6 Months Ended

Dec. 29, 2012

Income Taxes [Abstract]

Income Taxes

10.  INCOME TAXES 

Uncertain Tax Positions 

As of December 29, 2012, the gross amount of unrecognized tax benefits was $63.1 million and the gross amount of liability for accrued interest related to unrecognized tax benefits was $35.7 million. It is reasonably possible that the amount of the unrecognized tax benefits with respect to certain of the company’s unrecognized tax positions will increase or decrease in the next twelve months either because Sysco prevails on positions that were being challenged upon audit or because the company agrees to their disallowance.  Items that may cause changes to unrecognized tax benefits primarily include the consideration of various filing requirements in numerous states and the allocation of income and expense between tax jurisdictions.  At this time, an estimate of the range of the reasonably possible change cannot be made. 

 Effective Tax Rates 

The effective tax rate of 37.14% for the second quarter of fiscal 2013 was favorably impacted by the recording of $1.7 million of tax benefit related to disqualifying dispositions of Sysco stock pursuant to share-based compensation arrangements.  This favorable impact was nearly offset by the recording of $1.6 million in net tax expense related to various federal and state uncertain tax positions.  Indefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate also had the impact of reducing the effective tax rate. 

The effective tax rate for the second quarter of fiscal 2012 was 37.81%.  Indefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate had the impact of reducing the effective tax rate. 

The effective tax rate of 36.71% for the first 26 weeks of fiscal 2013 was favorably impacted by the recording of $2.5 million of tax benefit related to disqualifying dispositions of Sysco stock pursuant to share-based compensation arrangements and the recording of $2.1 million in net tax benefit related to various federal, foreign and state uncertain tax positions.  Indefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate also had the impact of reducing the effective tax rate. 

The effective tax rate for the first 26 weeks of fiscal 2012 was 37.31%.  Indefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate had the impact of reducing the effective tax rate. 

Other 

The determination of the company’s provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. The company’s provision for income taxes reflects a combination of income earned and taxed in the various United States federal and state, as well as foreign, jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the company’s change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 29, 2012	Dec. 31, 2011	Dec. 29, 2012	Dec. 31, 2011
Income Taxes [Abstract]
Unrecognized tax benefits	$ 63.1		$ 63.1
Liability recorded for interest related to unrecognized tax benefits	35.7		35.7
Effective income tax rate	37.14%	37.81%	36.71%	37.31%
Net increase (reduction) in income tax expense related to disqualifying dispositions	(1.7)		(2.5)
Net increase (reduction) in income tax expense related to tax contingencies			(2.1)
Net increase (reduction) in income tax expense related to federal and state uncertain tax positions	$ 1.6

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Fair Value Measurements (Tables)

6 Months Ended

Dec. 29, 2012

Fair Value Measurements [Abstract]

Assets Measured At Fair Value Table

	Assets Measured at Fair Value as of Dec. 29, 2012
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	-	$	178,033	$	-	$	178,033
Prepaid expenses and other current assets
Interest rate swap agreement		-		488		-		488
Restricted cash		145,247		-		-		145,247
Other assets
Interest rate swap agreement		-		5,048		-		5,048
Total assets at fair value	$	145,247	$	183,569	$	-	$	328,816

	Assets Measured at Fair Value as of Jun. 30, 2012
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	228,310	$	248,714	$	-	$	477,024
Prepaid expenses and other current assets
Interest rate swap agreement		-		2,475		-		2,475
Restricted cash		127,228		-		-		127,228
Other assets
Interest rate swap agreement		-		6,219		-		6,219
Total assets at fair value	$	355,538	$	257,408	$	-	$	612,946

	Assets Measured at Fair Value as of Dec. 31, 2011
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	-	$	136,814	$	-	$	136,814
Restricted cash		132,031		-		-		132,031
Other assets
Interest rate swap agreements		-		10,671		-		10,671
Total assets at fair value	$	132,031	$	147,485	$	-	$	279,516

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Supplemental Guarantor Information - Subsidiary Guarantees (Tables) (Subsidiary Guarantee [Member])

6 Months Ended

Dec. 29, 2012

Subsidiary Guarantee [Member]

Supplemental Guarantor Information - Subsidiary Guarantees [Line Items]

Condensed Consolidating Balance Sheet Table

	Condensed Consolidating Balance Sheet
	Dec. 29, 2012
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Current assets	$	188,879	$	3,866,718	$	2,104,188	$	-	$	6,159,785
Investment in subsidiaries		11,031,000		-		-		(11,031,000)		-
Plant and equipment,  net		624,441		1,976,200		1,359,995		-		3,960,636
Other assets		341,243		501,111		1,465,292		-		2,307,646
Total assets	$	12,185,563	$	6,344,029	$	4,929,475	$	(11,031,000)	$	12,428,067
Current liabilities	$	680,130	$	819,372	$	1,987,915	$	-	$	3,487,417
Intercompany payables (receivables)		3,220,164		(3,626,887)		406,723		-		-
Long-term debt		2,758,493		25,898		24,899		-		2,809,290
Other liabilities		823,340		293,849		112,598		-		1,229,787
Shareholders’ equity		4,703,436		8,831,797		2,397,340		(11,031,000)		4,901,573
Total liabilities and  shareholders’ equity	$	12,185,563	$	6,344,029	$	4,929,475	$	(11,031,000)	$	12,428,067

	Condensed Consolidating Balance Sheet
	Jun. 30, 2012
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Current assets	$	538,451	$	3,675,676	$	1,870,681	$	-	$	6,084,808
Investment in subsidiaries		10,163,398		-		-		(10,163,398)		-
Plant and equipment,  net		703,658		1,923,925		1,256,167		-		3,883,750
Other assets		324,839		503,357		1,298,218		-		2,126,414
Total assets	$	11,730,346	$	6,102,958	$	4,425,066	$	(10,163,398)	$	12,094,972
Current liabilities	$	678,527	$	900,416	$	1,844,636	$	-	$	3,423,579
Intercompany payables (receivables)		3,068,001		(3,334,860)		266,859		-		-
Long-term debt		2,714,415		25,459		23,814		-		2,763,688
Other liabilities		755,112		367,094		100,459		-		1,222,665
Shareholders’ equity		4,514,291		8,144,849		2,189,298		(10,163,398)		4,685,040
Total liabilities and  shareholders’ equity	$	11,730,346	$	6,102,958	$	4,425,066	$	(10,163,398)	$	12,094,972

	Condensed Consolidating Balance Sheet
	Dec. 31, 2011
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Current assets	$	202,267	$	3,660,988	$	1,784,795	$	-	$	5,648,050
Investment in subsidiaries		14,859,149		-		-		(14,859,149)		-
Plant and equipment,  net		647,217		1,895,977		1,192,943		-		3,736,137
Other assets		321,460		518,934		1,229,446		-		2,069,840
Total assets	$	16,030,093	$	6,075,899	$	4,207,184	$	(14,859,149)	$	11,454,027
Current liabilities	$	423,796	$	872,205	$	1,967,769	$	-	$	3,263,770
Intercompany payables (receivables)		7,984,530		(8,086,079)		101,549		-		-
Long-term debt		2,599,524		26,871		22,951		-		2,649,346
Other liabilities		502,536		275,475		75,285		-		853,296
Shareholders’ equity		4,519,707		12,987,427		2,039,630		(14,859,149)		4,687,615
Total liabilities and  shareholders’ equity	$	16,030,093	$	6,075,899	$	4,207,184	$	(14,859,149)	$	11,454,027

Condensed Consolidating Statement Of Comprehensive Income Table

	Condensed Consolidating Statement of Comprehensive Income
	For the 13-Week Period Ended Dec. 29, 2012
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Sales	$	-	$	7,361,249	$	3,706,570	$	(270,929)	$	10,796,890
Cost of sales		-		5,948,837		3,173,029		(242,542)		8,879,324
Gross profit		-		1,412,412		533,541		(28,387)		1,917,566
Operating expenses		194,206		884,463		484,633		(28,387)		1,534,915
Operating income (loss)		(194,206)		527,949		48,908		-		382,651
Interest expense (income)		72,564		(42,058)		1,736		-		32,242
Other expense (income), net		(2,294)		(537)		1,078		-		(1,753)
Earnings (losses) before income taxes		(264,476)		570,544		46,094		-		352,162
Income tax (benefit) provision		(97,835)		211,516		17,112		-		130,793
Equity in earnings of subsidiaries		388,010		-		-		(388,010)		-
Net earnings		221,369		359,028		28,982		(388,010)		221,369
Other comprehensive income (loss)		17,037		-		(8,771)		-		8,266
Comprehensive income	$	238,406	$	359,028	$	20,211	$	(388,010)	$	229,635

	Condensed Consolidating Statement of Comprehensive Income
	For the 13-Week Period Ended Dec. 31, 2011
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Sales	$	-	$	7,056,282	$	3,393,450	$	(205,311)	$	10,244,421
Cost of sales		-		5,674,008		2,907,268		(182,505)		8,398,771
Gross profit		-		1,382,274		486,182		(22,806)		1,845,650
Operating expenses		135,560		872,619		433,279		(22,806)		1,418,652
Operating income (loss)		(135,560)		509,655		52,903		-		426,998
Interest expense (income)		96,985		(67,483)		(1,178)		-		28,324
Other expense (income), net		(2,197)		(701)		(574)		-		(3,472)
Earnings (losses) before income taxes		(230,348)		577,839		54,655		-		402,146
Income tax (benefit) provision		(86,825)		218,177		20,681		-		152,033
Equity in earnings of subsidiaries		393,636		-		-		(393,636)		-
Net earnings		250,113		359,662		33,974		(393,636)		250,113
Other comprehensive income (loss)		10,119		-		18,423		-		28,542
Comprehensive income	$	260,232	$	359,662	$	52,397	$	(393,636)	$	278,655

	Condensed Consolidating Statement of Comprehensive Income
	For the 26-Week Period Ended Dec. 29, 2012
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Sales	$	-	$	14,997,427	$	7,411,242	$	(524,863)	$	21,883,806
Cost of sales		-		12,093,695		6,339,226		(470,225)		17,962,696
Gross profit		-		2,903,732		1,072,016		(54,638)		3,921,110
Operating expenses		347,344		1,798,549		968,422		(54,638)		3,059,677
Operating income (loss)		(347,344)		1,105,183		103,594		-		861,433
Interest expense (income)		142,176		(80,441)		1,375		-		63,110
Other expense (income), net		(2,613)		(1,241)		(376)		-		(4,230)
Earnings (losses) before income taxes		(486,907)		1,186,865		102,595		-		802,553
Income tax (benefit) provision		(178,726)		435,653		37,659		-		294,586
Equity in earnings of subsidiaries		816,148		-		-		(816,148)		-
Net earnings		507,967		751,212		64,936		(816,148)		507,967
Other comprehensive income (loss)		29,768		-		27,389		-		57,157
Comprehensive income	$	537,735	$	751,212	$	92,325	$	(816,148)	$	565,124

	Condensed Consolidating Statement of Comprehensive Income
	For the 26-Week Period Ended Dec. 31, 2011
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Sales	$	-	$	14,376,568	$	6,850,508	$	(396,265)	$	20,830,811
Cost of sales		-		11,538,714		5,850,452		(351,605)		17,037,561
Gross profit		-		2,837,854		1,000,056		(44,660)		3,793,250
Operating expenses		252,523		1,770,650		878,399		(44,660)		2,856,912
Operating income (loss)		(252,523)		1,067,204		121,657		-		936,338
Interest expense (income)		193,263		(131,386)		(4,079)		-		57,798
Other expense (income), net		(3,512)		(1,264)		1,554		-		(3,222)
Earnings (losses) before income taxes		(442,274)		1,199,854		124,182		-		881,762
Income tax (benefit) provision		(165,018)		447,680		46,334		-		328,996
Equity in earnings of subsidiaries		830,022		-		-		(830,022)		-
Net earnings		552,766		752,174		77,848		(830,022)		552,766
Other comprehensive income (loss)		20,237		-		(83,844)		-		(63,607)
Comprehensive income	$	573,003	$	752,174	$	(5,996)	$	(830,022)	$	489,159

Condensed Consolidating Cash Flows Table

	Condensed Consolidating Cash Flows
	For the 26-Week Period Ended Dec. 29, 2012
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Consolidated Totals
		(In thousands)
Cash flows provided by (used for):
Operating activities	$	(147,760)	$	518,930	$	15,615	$	386,785
Investing activities		(59,121)		(99,832)		(311,650)		(470,603)
Financing activities		(319,069)		415		31,226		(287,428)
Effect of exchange rates on cash		-		-		3,184		3,184
Intercompany activity		176,983		(430,860)		253,877		-
Net increase (decrease) in cash and cash equivalents		(348,967)		(11,347)		(7,748)		(368,062)
Cash and cash equivalents at the beginning of period		471,107		34,478		183,282		688,867
Cash and cash equivalents at the end of period	$	122,140	$	23,131	$	175,534	$	320,805

	Condensed Consolidating Cash Flows
	For the 26-Week Period Ended Dec. 31, 2011
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	(69,367)	$	543,698	$	64,184	$	538,515
Investing activities		(140,083)		(211,491)		(136,249)		(487,823)
Financing activities		(157,055)		168		(184,467)		(341,354)
Effect of exchange rates on cash		-		-		(12,572)		(12,572)
Intercompany activity		200,109		(338,679)		138,570		-
Net increase (decrease) in cash and cash equivalents		(166,396)		(6,304)		(130,534)		(303,234)
Cash and cash equivalents at the beginning of period		305,513		32,154		302,098		639,765
Cash and cash equivalents at the end of period	$	139,117	$	25,850	$	171,564	$	336,531

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Supplemental Guarantor Information - Subsidiary Guarantees (Cash Flows) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Dec. 29, 2012	Dec. 31, 2011
Supplemental Guarantor Information - Subsidiary Guarantees [Line Items]
Net cash provided by (used for) operating activities	$ 386,785	$ 538,515
Net cash provided by (used for) investing activities	(470,603)	(487,823)
Net cash provided by (used for) financing activities	(287,428)	(341,354)
Effect of exchange rates on cash	3,184	(12,572)
Intercompany activity	0	0
Net increase (decrease) in cash and cash equivalents	(368,062)	(303,234)
Cash and cash equivalents at beginning of period	688,867	639,765
Cash and cash equivalents at end of period	320,805	336,531
Subsidiary Guarantee [Member] | Sysco-Debt Issuing Parent [Member]
Supplemental Guarantor Information - Subsidiary Guarantees [Line Items]
Net cash provided by (used for) operating activities	(147,760)	(69,367)
Net cash provided by (used for) investing activities	(59,121)	(140,083)
Net cash provided by (used for) financing activities	(319,069)	(157,055)
Effect of exchange rates on cash	0	0
Intercompany activity	176,983	200,109
Net increase (decrease) in cash and cash equivalents	(348,967)	(166,396)
Cash and cash equivalents at beginning of period	471,107	305,513
Cash and cash equivalents at end of period	122,140	139,117
Subsidiary Guarantee [Member] | U.S. Broadline Subsidiaries [Member]
Supplemental Guarantor Information - Subsidiary Guarantees [Line Items]
Net cash provided by (used for) operating activities	518,930	543,698
Net cash provided by (used for) investing activities	(99,832)	(211,491)
Net cash provided by (used for) financing activities	415	168
Effect of exchange rates on cash	0	0
Intercompany activity	(430,860)	(338,679)
Net increase (decrease) in cash and cash equivalents	(11,347)	(6,304)
Cash and cash equivalents at beginning of period	34,478	32,154
Cash and cash equivalents at end of period	23,131	25,850
Subsidiary Guarantee [Member] | Other Non-Guarantor Subsidiaries [Member]
Supplemental Guarantor Information - Subsidiary Guarantees [Line Items]
Net cash provided by (used for) operating activities	15,615	64,184
Net cash provided by (used for) investing activities	(311,650)	(136,249)
Net cash provided by (used for) financing activities	31,226	(184,467)
Effect of exchange rates on cash	3,184	(12,572)
Intercompany activity	253,877	138,570
Net increase (decrease) in cash and cash equivalents	(7,748)	(130,534)
Cash and cash equivalents at beginning of period	183,282	302,098
Cash and cash equivalents at end of period	$ 175,534	$ 171,564

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Consolidated Statements Of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 29, 2012	Dec. 31, 2011	Dec. 29, 2012	Dec. 31, 2011
Consolidated Statements Of Comprehensive Income [Abstract]
Net earnings	$ 221,369	$ 250,113	$ 507,967	$ 552,766
Other comprehensive income (loss):
Foreign currency translation adjustment	(8,771)	18,423	27,389	(83,844)
Items presented net of tax:
Amortization of cash flow hedges	96	107	193	214
Amortization of prior service cost	6,535	773	7,461	1,546
Amortization of actuarial loss (gain), net	11,258	9,216	22,944	18,431
Amortization of transition obligation	22	23	44	46
Prior service cost arising in current year	(24,828)	0	(24,828)	0
Actuarial (loss) gain, net arising in current year	23,954	0	23,954	0
Total other comprehensive income (loss)	8,266	28,542	57,157	(63,607)
Comprehensive income	$ 229,635	$ 278,655	$ 565,124	$ 489,159

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Derivative Financial Instruments

6 Months Ended

Dec. 29, 2012

Derivative Financial Instruments [Abstract]

Derivative Financial Instruments

4.  DERIVATIVE FINANCIAL INSTRUMENTS 

Sysco manages its debt portfolio to achieve an overall desired position of fixed and floating rates and may employ interest rate swaps from time to time to achieve this position. The company does not use derivative financial instruments for trading or speculative purposes. 

In fiscal 2010, the company entered into two interest rate swap agreements that effectively converted $250.0 million of fixed rate debt maturing in fiscal 2013 and $200.0 million of fixed rate debt maturing in fiscal 2014 to floating rate debt.  These transactions were entered into with the goal of reducing overall borrowing cost and increasing floating interest rate exposure.  These transactions were designated as fair value hedges since the swaps hedge against the changes in fair value of fixed rate debt resulting from changes in interest rates.   

The location and the fair value of derivative instruments in the consolidated balance sheet as of December 29, 2012, June 30, 2012 and December 31, 2011 are as follows:

	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
	(In thousands)
Fair value hedge relationships:
Interest rate swap agreements
Dec. 29, 2012	Prepaid expenses and other current assets	$	488	N/A	N/A
Dec. 29, 2012	Other assets		5,048	N/A	N/A
Jun. 30, 2012	Prepaid expenses and other current assets		2,475	N/A	N/A
Jun. 30, 2012	Other assets		6,219	N/A	N/A
Dec. 31, 2011	Other assets		10,671	N/A	N/A

The location and effect of derivative instruments and related hedged items on the consolidated results of operations for the 13-week periods ended December 29, 2012 and December 31, 2011 presented on a pre-tax basis are as follows:

	Location of (Gain) or Loss Recognized in Income	Amount of (Gain) or Loss Recognized in Income
		13-Week Period Ended
		Dec. 29, 2012		Dec. 31, 2011
		(In thousands)
Fair Value Hedge Relationships:
Interest rate swap agreements	Interest expense	$	(2,274)	$	(3,342)
Cash Flow  Hedge Relationships:
Interest rate contracts	Interest expense		156		174

The location and effect of derivative instruments and related hedged items on the consolidated results of operations for the 26-week periods ended December 29, 2012 and December 31, 2011 presented on a pre-tax basis are as follows:

	Location of (Gain) or Loss Recognized in Income	Amount of (Gain) or Loss Recognized in Income
		26-Week Period Ended
		Dec. 29, 2012		Dec. 31, 2011
		(In thousands)
Fair Value Hedge Relationships:
Interest rate swap agreements	Interest expense	$	(4,324)	$	(3,829)
Cash Flow  Hedge Relationships:
Interest rate contracts	Interest expense		313		348

Hedge ineffectiveness represents the difference between the changes in the fair value of the derivative instruments and the changes in fair value of the fixed rate debt attributable to changes in the benchmark interest rate.  Hedge ineffectiveness is recorded directly in earnings within interest expense and was immaterial for the 13-week periods and 26-week periods ended December 29, 2012 and December 31, 2011.  The interest rate swaps do not contain credit-risk-related contingent features.

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Fair Value Measurements (Details) (USD $)	Dec. 29, 2012	Jun. 30, 2012	Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of total debt	$ 3,604,200,000	$ 3,539,300,000	$ 3,330,700,000
Carrying value of total debt	3,105,200,000	3,018,300,000	2,857,800,000
Recurring Fair Value Measurements [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of cash equivalents	178,033,000	477,024,000	136,814,000
Fair value of restricted cash	145,247,000	127,228,000	132,031,000
Total assets at fair value	328,816,000	612,946,000	279,516,000
Recurring Fair Value Measurements [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of cash equivalents	0	228,310,000	0
Fair value of restricted cash	145,247,000	127,228,000	132,031,000
Total assets at fair value	145,247,000	355,538,000	132,031,000
Recurring Fair Value Measurements [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of cash equivalents	178,033,000	248,714,000	136,814,000
Fair value of restricted cash	0	0	0
Total assets at fair value	183,569,000	257,408,000	147,485,000
Recurring Fair Value Measurements [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of cash equivalents	0	0	0
Fair value of restricted cash	0	0	0
Total assets at fair value	0	0	0
Prepaid Expenses And Other Current Assets [Member] | Interest Rate Swap Agreements [Member] | Recurring Fair Value Measurements [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of interest rate swap agreements	488,000	2,475,000
Prepaid Expenses And Other Current Assets [Member] | Interest Rate Swap Agreements [Member] | Recurring Fair Value Measurements [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of interest rate swap agreements	0	0
Prepaid Expenses And Other Current Assets [Member] | Interest Rate Swap Agreements [Member] | Recurring Fair Value Measurements [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of interest rate swap agreements	488,000	2,475,000
Prepaid Expenses And Other Current Assets [Member] | Interest Rate Swap Agreements [Member] | Recurring Fair Value Measurements [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of interest rate swap agreements	0	0
Other Assets [Member] | Interest Rate Swap Agreements [Member] | Recurring Fair Value Measurements [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of interest rate swap agreements	5,048,000	6,219,000	10,671,000
Other Assets [Member] | Interest Rate Swap Agreements [Member] | Recurring Fair Value Measurements [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of interest rate swap agreements	0	0	0
Other Assets [Member] | Interest Rate Swap Agreements [Member] | Recurring Fair Value Measurements [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of interest rate swap agreements	5,048,000	6,219,000	10,671,000
Other Assets [Member] | Interest Rate Swap Agreements [Member] | Recurring Fair Value Measurements [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of interest rate swap agreements	$ 0	$ 0	$ 0

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Supplemental Guarantor Information - Subsidiary Guarantees (Narrative) (Details) (Subsidiary Guarantee [Member], USD $)	Dec. 29, 2012
Subsidiary Guarantee [Member]
Supplemental Guarantor Information - Subsidiary Guarantees [Line Items]
Face value of outstanding senior notes and debentures guaranteed by wholly-owned subsidiaries	$ 2,975,000,000

XML

Supplemental Guarantor Information - Subsidiary Guarantees (Subsidiary Guarantee [Member])

6 Months Ended

Dec. 29, 2012

Subsidiary Guarantee [Member]

Supplemental Guarantor Information - Subsidiary Guarantees [Line Items]

Supplemental Guarantor Information - Subsidiary Guarantees

14.  SUPPLEMENTAL GUARANTOR INFORMATION – SUBSIDIARY GUARANTEES

On January 19, 2011, the wholly-owned United States Broadline (U.S. Broadline) subsidiaries of Sysco Corporation entered into full and unconditional guarantees of all outstanding senior notes and debentures of Sysco Corporation.   As of December 29, 2012, Sysco had a total of $2,975.0 million in senior notes and debentures outstanding that are covered by these guarantees. 

The following condensed consolidating financial statements present separately the financial position, comprehensive income and cash flows of the parent issuer (Sysco Corporation), the guarantors (the majority of the company’s U.S. Broadline subsidiaries), and all other non‑guarantor subsidiaries of Sysco (Other Non-Guarantor Subsidiaries) on a combined basis with eliminating entries.

	Condensed Consolidating Balance Sheet
	Dec. 29, 2012
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Current assets	$	188,879	$	3,866,718	$	2,104,188	$	-	$	6,159,785
Investment in subsidiaries		11,031,000		-		-		(11,031,000)		-
Plant and equipment,  net		624,441		1,976,200		1,359,995		-		3,960,636
Other assets		341,243		501,111		1,465,292		-		2,307,646
Total assets	$	12,185,563	$	6,344,029	$	4,929,475	$	(11,031,000)	$	12,428,067
Current liabilities	$	680,130	$	819,372	$	1,987,915	$	-	$	3,487,417
Intercompany payables (receivables)		3,220,164		(3,626,887)		406,723		-		-
Long-term debt		2,758,493		25,898		24,899		-		2,809,290
Other liabilities		823,340		293,849		112,598		-		1,229,787
Shareholders’ equity		4,703,436		8,831,797		2,397,340		(11,031,000)		4,901,573
Total liabilities and  shareholders’ equity	$	12,185,563	$	6,344,029	$	4,929,475	$	(11,031,000)	$	12,428,067

	Condensed Consolidating Balance Sheet
	Jun. 30, 2012
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Current assets	$	538,451	$	3,675,676	$	1,870,681	$	-	$	6,084,808
Investment in subsidiaries		10,163,398		-		-		(10,163,398)		-
Plant and equipment,  net		703,658		1,923,925		1,256,167		-		3,883,750
Other assets		324,839		503,357		1,298,218		-		2,126,414
Total assets	$	11,730,346	$	6,102,958	$	4,425,066	$	(10,163,398)	$	12,094,972
Current liabilities	$	678,527	$	900,416	$	1,844,636	$	-	$	3,423,579
Intercompany payables (receivables)		3,068,001		(3,334,860)		266,859		-		-
Long-term debt		2,714,415		25,459		23,814		-		2,763,688
Other liabilities		755,112		367,094		100,459		-		1,222,665
Shareholders’ equity		4,514,291		8,144,849		2,189,298		(10,163,398)		4,685,040
Total liabilities and  shareholders’ equity	$	11,730,346	$	6,102,958	$	4,425,066	$	(10,163,398)	$	12,094,972

	Condensed Consolidating Balance Sheet
	Dec. 31, 2011
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Current assets	$	202,267	$	3,660,988	$	1,784,795	$	-	$	5,648,050
Investment in subsidiaries		14,859,149		-		-		(14,859,149)		-
Plant and equipment,  net		647,217		1,895,977		1,192,943		-		3,736,137
Other assets		321,460		518,934		1,229,446		-		2,069,840
Total assets	$	16,030,093	$	6,075,899	$	4,207,184	$	(14,859,149)	$	11,454,027
Current liabilities	$	423,796	$	872,205	$	1,967,769	$	-	$	3,263,770
Intercompany payables (receivables)		7,984,530		(8,086,079)		101,549		-		-
Long-term debt		2,599,524		26,871		22,951		-		2,649,346
Other liabilities		502,536		275,475		75,285		-		853,296
Shareholders’ equity		4,519,707		12,987,427		2,039,630		(14,859,149)		4,687,615
Total liabilities and  shareholders’ equity	$	16,030,093	$	6,075,899	$	4,207,184	$	(14,859,149)	$	11,454,027

	Condensed Consolidating Statement of Comprehensive Income
	For the 13-Week Period Ended Dec. 29, 2012
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Sales	$	-	$	7,361,249	$	3,706,570	$	(270,929)	$	10,796,890
Cost of sales		-		5,948,837		3,173,029		(242,542)		8,879,324
Gross profit		-		1,412,412		533,541		(28,387)		1,917,566
Operating expenses		194,206		884,463		484,633		(28,387)		1,534,915
Operating income (loss)		(194,206)		527,949		48,908		-		382,651
Interest expense (income)		72,564		(42,058)		1,736		-		32,242
Other expense (income), net		(2,294)		(537)		1,078		-		(1,753)
Earnings (losses) before income taxes		(264,476)		570,544		46,094		-		352,162
Income tax (benefit) provision		(97,835)		211,516		17,112		-		130,793
Equity in earnings of subsidiaries		388,010		-		-		(388,010)		-
Net earnings		221,369		359,028		28,982		(388,010)		221,369
Other comprehensive income (loss)		17,037		-		(8,771)		-		8,266
Comprehensive income	$	238,406	$	359,028	$	20,211	$	(388,010)	$	229,635

	Condensed Consolidating Statement of Comprehensive Income
	For the 13-Week Period Ended Dec. 31, 2011
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Sales	$	-	$	7,056,282	$	3,393,450	$	(205,311)	$	10,244,421
Cost of sales		-		5,674,008		2,907,268		(182,505)		8,398,771
Gross profit		-		1,382,274		486,182		(22,806)		1,845,650
Operating expenses		135,560		872,619		433,279		(22,806)		1,418,652
Operating income (loss)		(135,560)		509,655		52,903		-		426,998
Interest expense (income)		96,985		(67,483)		(1,178)		-		28,324
Other expense (income), net		(2,197)		(701)		(574)		-		(3,472)
Earnings (losses) before income taxes		(230,348)		577,839		54,655		-		402,146
Income tax (benefit) provision		(86,825)		218,177		20,681		-		152,033
Equity in earnings of subsidiaries		393,636		-		-		(393,636)		-
Net earnings		250,113		359,662		33,974		(393,636)		250,113
Other comprehensive income (loss)		10,119		-		18,423		-		28,542
Comprehensive income	$	260,232	$	359,662	$	52,397	$	(393,636)	$	278,655

	Condensed Consolidating Statement of Comprehensive Income
	For the 26-Week Period Ended Dec. 29, 2012
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Sales	$	-	$	14,997,427	$	7,411,242	$	(524,863)	$	21,883,806
Cost of sales		-		12,093,695		6,339,226		(470,225)		17,962,696
Gross profit		-		2,903,732		1,072,016		(54,638)		3,921,110
Operating expenses		347,344		1,798,549		968,422		(54,638)		3,059,677
Operating income (loss)		(347,344)		1,105,183		103,594		-		861,433
Interest expense (income)		142,176		(80,441)		1,375		-		63,110
Other expense (income), net		(2,613)		(1,241)		(376)		-		(4,230)
Earnings (losses) before income taxes		(486,907)		1,186,865		102,595		-		802,553
Income tax (benefit) provision		(178,726)		435,653		37,659		-		294,586
Equity in earnings of subsidiaries		816,148		-		-		(816,148)		-
Net earnings		507,967		751,212		64,936		(816,148)		507,967
Other comprehensive income (loss)		29,768		-		27,389		-		57,157
Comprehensive income	$	537,735	$	751,212	$	92,325	$	(816,148)	$	565,124

	Condensed Consolidating Statement of Comprehensive Income
	For the 26-Week Period Ended Dec. 31, 2011
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Sales	$	-	$	14,376,568	$	6,850,508	$	(396,265)	$	20,830,811
Cost of sales		-		11,538,714		5,850,452		(351,605)		17,037,561
Gross profit		-		2,837,854		1,000,056		(44,660)		3,793,250
Operating expenses		252,523		1,770,650		878,399		(44,660)		2,856,912
Operating income (loss)		(252,523)		1,067,204		121,657		-		936,338
Interest expense (income)		193,263		(131,386)		(4,079)		-		57,798
Other expense (income), net		(3,512)		(1,264)		1,554		-		(3,222)
Earnings (losses) before income taxes		(442,274)		1,199,854		124,182		-		881,762
Income tax (benefit) provision		(165,018)		447,680		46,334		-		328,996
Equity in earnings of subsidiaries		830,022		-		-		(830,022)		-
Net earnings		552,766		752,174		77,848		(830,022)		552,766
Other comprehensive income (loss)		20,237		-		(83,844)		-		(63,607)
Comprehensive income	$	573,003	$	752,174	$	(5,996)	$	(830,022)	$	489,159

	Condensed Consolidating Cash Flows
	For the 26-Week Period Ended Dec. 29, 2012
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Consolidated Totals
		(In thousands)
Cash flows provided by (used for):
Operating activities	$	(147,760)	$	518,930	$	15,615	$	386,785
Investing activities		(59,121)		(99,832)		(311,650)		(470,603)
Financing activities		(319,069)		415		31,226		(287,428)
Effect of exchange rates on cash		-		-		3,184		3,184
Intercompany activity		176,983		(430,860)		253,877		-
Net increase (decrease) in cash and cash equivalents		(348,967)		(11,347)		(7,748)		(368,062)
Cash and cash equivalents at the beginning of period		471,107		34,478		183,282		688,867
Cash and cash equivalents at the end of period	$	122,140	$	23,131	$	175,534	$	320,805

	Condensed Consolidating Cash Flows
	For the 26-Week Period Ended Dec. 31, 2011
	Sysco		U.S.  Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	(69,367)	$	543,698	$	64,184	$	538,515
Investing activities		(140,083)		(211,491)		(136,249)		(487,823)
Financing activities		(157,055)		168		(184,467)		(341,354)
Effect of exchange rates on cash		-		-		(12,572)		(12,572)
Intercompany activity		200,109		(338,679)		138,570		-
Net increase (decrease) in cash and cash equivalents		(166,396)		(6,304)		(130,534)		(303,234)
Cash and cash equivalents at the beginning of period		305,513		32,154		302,098		639,765
Cash and cash equivalents at the end of period	$	139,117	$	25,850	$	171,564	$	336,531