10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 10-Q

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

For the quarterly period ended September 30, 2023

OR

☐ 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 incorporation or organization)	(I.R.S. Employer Identification Number)

1390 Enclave Parkway, Houston, Texas                       77077-2099

(Address of principal executive offices)                     (Zip Code)

Registrant’s telephone number, including area code:

(281) 584-1390

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $1.00 Par Value	SYY	New York Stock Exchange

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

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

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

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

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

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

504,371,970 shares of common stock were outstanding as of October 13, 2023.

1

TABLE OF CONTENTS

	PART I – FINANCIAL INFORMATION	Page No.
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39
Item 4.	Controls and Procedures	40
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	42
Signatures		45

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED BALANCE SHEETS

(In thousands, except for share data)

	Sep. 30, 2023		Jul. 1, 2023
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	569,104	$	745,201
Accounts receivable, less allowances of $61,475 and $45,599	5,338,699		5,091,970
Inventories	4,648,610		4,480,812
Prepaid expenses and other current assets	333,486		284,566
Income tax receivable	5,815		5,815
Total current assets	10,895,714		10,608,364
Plant and equipment at cost, less accumulated depreciation	5,021,424		4,915,049
Other long-term assets
Goodwill	4,719,385		4,645,754
Intangibles, less amortization	874,902		859,530
Deferred income taxes	421,037		420,450
Operating lease right-of-use assets, net	773,980		731,766
Other assets	566,309		640,232
Total other long-term assets	7,355,613		7,297,732
Total assets	$	23,272,751	$	22,821,145
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	5,796,398	$	6,025,757
Accrued expenses	2,176,934		2,251,181
Accrued income taxes	182,185		101,894
Current operating lease liabilities	109,669		99,051
Current maturities of long-term debt	188,978		62,550
Total current liabilities	8,454,164		8,540,433
Long-term liabilities
Long-term debt	10,703,873		10,347,997
Deferred income taxes	300,034		302,904
Long-term operating lease liabilities	695,717		656,269
Other long-term liabilities	958,614		931,708
Total long-term liabilities	12,658,238		12,238,878
Noncontrolling interest	34,550		33,212
Shareholders’ equity
Preferred stock, par value $1 per share Authorized 1,500,000 shares, issued none	—		—
Common stock, par value $1 per share Authorized 2,000,000,000 shares, issued 765,174,900 shares	765,175		765,175
Paid-in capital	1,838,986		1,814,681
Retained earnings	11,560,924		11,310,664
Accumulated other comprehensive loss	(1,326,800)		(1,252,590)
Treasury stock at cost, 260,971,761 and 260,062,834 shares	(10,712,486)		(10,629,308)
Total shareholders’ equity	2,125,799		2,008,622
Total liabilities and shareholders’ equity	$	23,272,751	$	22,821,145

Note: The July 1, 2023 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
	Sep. 30, 2023		Oct. 1, 2022
Sales	$	19,620,454	$	19,126,830
Cost of sales	15,972,682		15,637,975
Gross profit	3,647,772		3,488,855
Operating expenses	2,844,190		2,752,054
Operating income	803,582		736,801
Interest expense	134,334		124,150
Other expense (income), net (1)	6,640		17,749
Earnings before income taxes	662,608		594,902
Income taxes	159,216		129,334
Net earnings	$	503,392	$	465,568
Net earnings:
Basic earnings per share	$	1.00	$	0.92
Diluted earnings per share	0.99		0.91
Average shares outstanding	505,126,492		507,578,576
Diluted shares outstanding	507,069,435		510,383,149

(1) Gains and losses related to the disposition of fixed assets have been recognized within operating expenses. Prior year amounts have been reclassified to conform to this presentation.

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
	Sep. 30, 2023		Oct. 1, 2022
Net earnings	$	503,392	$	465,568
Other comprehensive income (loss):
Foreign currency translation adjustment	(108,194)		(232,182)
Items presented net of tax:
Amortization of cash flow hedges	2,170		2,155
Change in net investment hedges	—		23,509
Change in cash flow hedges	27,148		(26,390)
Changes in excluded components of fair value hedge	(20)		—
Amortization of prior service cost	146		74
Amortization of actuarial loss	4,982		6,891
Net actuarial gain arising in current year	503		—
Change in marketable securities	(945)		(3,328)
Total other comprehensive loss	(74,210)		(229,271)
Comprehensive income	$	429,182	$	236,297

See Notes to Consolidated Financial Statements

3

Sysco Corporation and its Consolidated Subsidiaries

CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY (Unaudited)

(In thousands, except for share data)

								Accumulated Other Comprehensive Loss
	Common Stock			Paid-in Capital		Retained Earnings				Treasury Stock
	Shares	Amount								Shares	Amounts		Totals
Balance as of July 1, 2023	765,174,900	$	765,175	$	1,814,681	$	11,310,664	$	(1,252,590)	260,062,834	$	(10,629,308)	$	2,008,622
Net earnings						503,392							503,392
Foreign currency translation adjustment								(108,194)					(108,194)
Amortization of cash flow hedges, net of tax								2,170					2,170
Change in cash flow hedges, net of tax								27,148					27,148
Changes in excluded components of fair value hedge, net of tax								(20)					(20)
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax								5,128					5,128
Net actuarial gain arising in current year, net of tax								503					503
Change in marketable securities, net of tax								(945)					(945)
Dividends declared ($0.50 per common share)						(253,132)							(253,132)
Treasury stock purchases										1,382,947	(99,974)		(99,974)
Share-based compensation awards				24,305						(474,020)	16,796		41,101
Balance as of September 30, 2023	765,174,900	$	765,175	$	1,838,986	$	11,560,924	$	(1,326,800)	260,971,761	$	(10,712,486)	$	2,125,799
								Accumulated Other Comprehensive Loss
	Common Stock			Paid-in Capital		Retained Earnings				Treasury Stock
	Shares	Amount								Shares	Amounts		Totals
Balance as of July 2, 2022	765,174,900	$	765,175	$	1,766,305	$	10,539,722	$	(1,482,054)	256,531,543	$	(10,206,888)	$	1,382,260
Net earnings						465,568							465,568
Foreign currency translation adjustment								(232,182)					(232,182)
Amortization of cash flow hedges, net of tax								2,155					2,155
Change in cash flow hedges, net of tax								(26,390)					(26,390)
Change in net investment hedges, net of tax								23,509					23,509
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax								6,965					6,965
Change in marketable securities, net of tax								(3,328)					(3,328)
Dividends declared ($0.49 per common share)						(248,154)							(248,154)
Treasury stock purchases										3,099,268	(267,727)		(267,727)
Share-based compensation awards				(11,896)						(1,215,822)	24,561		12,665
Balance as of October 1, 2022	765,174,900	$	765,175	$	1,754,409	$	10,757,136	$	(1,711,325)	258,414,989	$	(10,450,054)	$	1,115,341

See Notes to Consolidated Financial Statements

4

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED CASH FLOWS (Unaudited)

(In thousands)

	13-Week Period Ended
	Sep. 30, 2023		Oct. 1, 2022
Cash flows from operating activities:
Net earnings	$	503,392	$	465,568
Adjustments to reconcile net earnings to cash provided by operating activities:
Share-based compensation expense	24,234		27,224
Depreciation and amortization	206,007		188,924
Operating lease asset amortization	28,801		27,542
Amortization of debt issuance and other debt-related costs	4,554		5,435
Deferred income taxes	(22,201)		(31,226)
Provision for losses on receivables	17,659		3,865
Other non-cash items	(2,084)		5,011
Additional changes in certain assets and liabilities, net of effect of businesses acquired:
Increase in receivables	(284,826)		(576,585)
Increase in inventories	(184,674)		(283,252)
Increase in prepaid expenses and other current assets	(39,402)		(28,372)
(Decrease) increase in accounts payable	(187,574)		288,517
Decrease in accrued expenses	(40,173)		(10,893)
Decrease in operating lease liabilities	(26,668)		(33,319)
Increase in accrued income taxes	80,292		109,280
Decrease in other assets	20,193		17,627
Decrease in other long-term liabilities	(10,378)		(16,740)
Net cash provided by operating activities	87,152		158,606
Cash flows from investing activities:
Additions to plant and equipment	(171,364)		(167,260)
Proceeds from sales of plant and equipment	11,012		22,448
Acquisition of businesses, net of cash acquired	(219,264)		(32,651)
Purchase of marketable securities	(308)		(3,296)
Proceeds from sales of marketable securities	—		2,650
Other investing activities	—		3,274
Net cash used for investing activities	(379,924)		(174,835)
Cash flows from financing activities:
Bank and commercial paper borrowings, net	300,000		97,000
Other debt borrowings including senior notes	126,816		59,063
Other debt repayments including senior notes	(19,587)		(18,104)
Debt issuance costs	(492)		—
Proceeds from stock option exercises	17,399		24,561
Stock repurchases	(99,974)		(267,727)
Dividends paid	(252,880)		(249,294)
Other financing activities	(5,006)		(45,851)
Net cash provided by (used for) financing activities	66,276		(400,352)
Effect of exchange rates on cash, cash equivalents and restricted cash	(11,427)		(11,369)
Net decrease in cash, cash equivalents and restricted cash	(237,923)		(427,950)
Cash, cash equivalents and restricted cash at beginning of period	966,032		931,376
Cash, cash equivalents and restricted cash at end of period	$	728,109	$	503,426
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	94,065	$	84,010
Income taxes, net of refunds	103,277		47,985

See Notes to Consolidated Financial Statements

5

Sysco Corporation and its Consolidated Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

1.  BASIS OF PRESENTATION

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

These financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended July 1, 2023. Certain footnote disclosures included in annual financial statements prepared in accordance with generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to applicable rules and regulations for interim financial statements.

Supplemental Cash Flow Information

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

	Sep. 30, 2023		Oct. 1, 2022
	(In thousands)
Cash and cash equivalents	$	569,104	$	437,670
Restricted cash (1)	159,005		65,756
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows	$	728,109	$	503,426

(1) Restricted cash primarily represents cash and cash equivalents of Sysco’s wholly owned captive insurance subsidiary, restricted for use to secure the insurer’s obligations for workers’ compensation, general liability and auto liability programs. Restricted cash is located within other assets in each consolidated balance sheet.

The following table sets forth the company’s non-cash investing and financing activities:

	Sep. 30, 2023		Oct. 1, 2022
	(In thousands)
Non-cash investing and financing activities:
Plant and equipment acquired through financing programs	$	82,543	$	—
Assets obtained in exchange for finance lease obligations	26,817		13,835

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2. NEW ACCOUNTING STANDARDS

Liabilities – Supplier Financing Programs

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

The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2022, which is the first quarter of fiscal 2024 for Sysco, except for the roll forward requirement, which is effective annually for fiscal years beginning after December 15, 2023, which is fiscal year 2025 for Sysco. Early adoption is permitted. The guidance requires retrospective application to all periods in which a balance sheet is presented, except for the roll forward requirement, which will be applied prospectively.

Sysco completed its assessment of the disclosures required under ASU 2022-04 and adopted the standard, with the exception of the roll forward requirement, in the first quarter of fiscal 2024 on a retrospective basis. The company has agreements with third parties to provide supplier finance programs which facilitate participating suppliers’ ability to finance payment obligations from the company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the company prior to their scheduled due dates at a discounted price to participating financial institutions. Obligations of the company that have been confirmed as valid require payment by Sysco upon the due date of the obligation.

The company’s outstanding payment obligations that suppliers financed to participating financial institutions, which are included in accounts payable on the consolidated balance sheets, are as follows:

	Sep. 30, 2023		Jul. 1, 2023		Oct. 1, 2022		Jul. 2, 2022
	(In thousands)
Financed payment obligations	$	98,248	$	99,606	$	101,083	$	90,267

3. REVENUE

The company recognizes revenues when its performance obligations are satisfied in an amount that reflects the consideration Sysco expects to be entitled to receive in exchange for those goods and services. Customer receivables, which are included in accounts receivable, less allowances in the consolidated balance sheet, were $5.1 billion and $4.7 billion as of September 30, 2023 and July 1, 2023, respectively.

Sysco has certain customer contracts in which upfront monies are paid to its customers. These payments have become industry practice and are not related to financing of the customer’s business. They are not associated with any distinct good or service to be received from the customer and, therefore, are treated as a reduction of transaction prices. All upfront payments are capitalized in other assets and amortized over the life of the contract or the expected life of the relationship with the customer on a straight-line basis. As of September 30, 2023, Sysco’s contract assets were not significant. Sysco has no significant commissions paid that are directly attributable to obtaining a particular contract.

7

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

	13-Week Period Ended Sep. 30, 2023
	US Foodservice Operations		International Foodservice Operations		SYGMA		Other		Total
	(In thousands)
Principal Product Categories
Canned and dry products	$	2,684,668	$	831,543	$	232,985	$	—	$	3,749,196
Fresh and frozen meats	2,569,190		519,741		480,589		—		3,569,520
Frozen fruits, vegetables, bakery and other	2,027,934		673,548		305,299		—		3,006,781
Dairy products	1,453,960		414,171		141,431		—		2,009,562
Poultry	1,361,695		291,322		273,708		—		1,926,725
Fresh produce	1,361,357		274,718		70,318		—		1,706,393
Paper and disposables	993,837		141,163		186,543		16,282		1,337,825
Seafood	577,635		125,025		43,515		—		746,175
Beverage products	362,665		170,553		146,222		23,866		703,306
Other (1)	330,858		241,426		25,404		267,283		864,971
Total Sales	$	13,723,799	$	3,683,210	$	1,906,014	$	307,431	$	19,620,454

(1) Other sales relate to non-food products, including textiles and amenities for our hotel supply business, equipment, and other janitorial products, medical supplies and smallwares.

	13-Week Period Ended Oct. 1, 2022
	US Foodservice Operations		International Foodservice Operations		SYGMA		Other		Total
	(In thousands)
Principal Product Categories
Canned and dry products	$	2,577,255	$	691,374	$	236,168	$	2,068	$	3,506,865
Fresh and frozen meats	2,465,450		453,364		463,440		—		3,382,254
Frozen fruits, vegetables, bakery and other	1,843,464		580,032		309,197		149		2,732,842
Poultry	1,574,251		292,849		277,464		—		2,144,564
Dairy products	1,525,483		366,847		164,648		—		2,056,978
Fresh produce	1,337,919		254,737		65,244		—		1,657,900
Paper and disposables	1,022,904		144,068		209,358		15,056		1,391,386
Seafood	638,405		121,201		40,124		—		799,730
Beverage products	315,619		136,475		138,169		24,657		614,920
Other (1)	301,732		242,788		29,645		265,226		839,391
Total Sales	$	13,602,482	$	3,283,735	$	1,933,457	$	307,156	$	19,126,830

(1) Other sales relate to non-food products, including textiles and amenities for our hotel supply business, equipment, and other janitorial products, medical supplies and smallwares.

8

4.  ACQUISITIONS

During the first 13 weeks of fiscal 2024, the company paid cash of $219.3 million for the acquisition of BIX Produce Company.

Certain acquisitions involve contingent consideration that may include earnout agreements that are typically payable over periods of up to three years in the event that certain operating results are achieved. As of September 30, 2023, aggregate contingent consideration outstanding was $57.2 million, of which $55.6 million was recorded as earnout liabilities. Earnout liabilities are all measured using unobservable inputs that are considered a Level 3 fair value measurement.

5.  FAIR VALUE MEASUREMENTS

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

The following tables present the company’s assets measured at fair value on a recurring basis as of September 30, 2023 and July 1, 2023:

	Assets Measured at Fair Value as of Sep. 30, 2023
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash equivalents
Cash and cash equivalents	$	215,714	$	10,027	$	—	$	225,741
Other assets (1)	159,005		—		—		159,005
Total assets at fair value	$	374,719	$	10,027	$	—	$	384,746

(1) Represents restricted cash balance recorded within other assets in the consolidated balance sheet.

	Assets Measured at Fair Value as of Jul. 1, 2023
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash equivalents
Cash and cash equivalents	$	308,952	$	10,021	$	—	$	318,973
Other assets (1)	220,831		—		—		220,831
Total assets at fair value	$	529,783	$	10,021	$	—	$	539,804

(1) Represents restricted cash balance recorded within other assets in the consolidated balance sheet.

The carrying values of accounts receivable and accounts payable approximated their respective fair values due to their short-term maturities. The fair value of Sysco’s total debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the company for new debt with the same maturities as existing debt, and is considered a Level 2 measurement. The fair value of total debt was approximately $9.8 billion as of September 30, 2023 and $9.8 billion as of July 1, 2023, while the carrying value was $10.9 billion as of September 30, 2023 and $10.4 billion as of July 1, 2023.

9

6. MARKETABLE SECURITIES

Sysco invests a portion of the assets held by its wholly owned captive insurance subsidiary in a restricted investment portfolio of marketable fixed income securities, which have been classified and accounted for as available-for-sale. The company includes fixed income securities maturing in less than 12 months within prepaid expenses and other current assets and includes fixed income securities maturing in more than 12 months within other assets in the accompanying consolidated balance sheets. The company records the amounts at fair market value, which is determined using quoted market prices at the end of the reporting period.

Unrealized gains and any portion of a security’s unrealized loss attributable to non-credit losses are recorded in accumulated other comprehensive loss. There were no significant credit losses recognized in the first 13 weeks of fiscal 2024.

The following table presents the company’s available-for-sale marketable securities as of September 30, 2023 and July 1, 2023:

	Sep. 30, 2023
	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Short-Term Marketable Securities		Long-Term Marketable Securities
	(In thousands)
Fixed income securities:
Corporate bonds	$	99,567	$	—	$	(7,211)	$	92,356	$	22,838	$	69,518
Government bonds	29,703		—		(2,579)		27,124		—		27,124
Total marketable securities	$	129,270	$	—	$	(9,790)	$	119,480	$	22,838	$	96,642
	Jul. 1, 2023
	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Short-Term Marketable Securities		Long-Term Marketable Securities
	(In thousands)
Fixed income securities:
Corporate bonds	$	99,501	$	96	$	(6,777)	$	92,820	$	12,767	$	80,053
Government bonds	29,777		—		(1,913)		27,864		—		27,864
Total marketable securities	$	129,278	$	96	$	(8,690)	$	120,684	$	12,767	$	107,917

As of September 30, 2023, the balance of available-for-sale securities by contractual maturity is shown in the following table. Within the table, maturities of fixed income securities have been allocated based upon timing of estimated cash flows. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.

	Sep. 30, 2023
	(In thousands)
Due in one year or less	$	22,838
Due after one year through five years	58,455
Due after five years through ten years	38,187
Total	$	119,480

There were no significant realized gains or losses in marketable securities in the first 13 weeks of fiscal 2024.

7. DERIVATIVE FINANCIAL INSTRUMENTS

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

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Hedging of interest rate risk

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

Hedging of foreign currency risk

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

Additionally, Sysco has cross-currency swaps designated as fair value hedges for the purpose of hedging foreign currency risk associated with changes in spot rates on foreign denominated intercompany loans. Sysco has elected to exclude the changes in fair value of the forward points from the assessments of hedge effectiveness. Gains or losses from fair value hedges impact the same category on the consolidated statements of income as the item being hedged, including the earnings impact of the excluded components. Unrealized gains or losses on components excluded from hedge effectiveness are recorded as a component of accumulated other comprehensive income and recognized into earnings over the life of the hedged instrument. Except for the excluded components, changes in the fair value of the derivative instrument designated as a fair value hedge are offset against changes in fair value of the hedged assets or liabilities through earnings.

Hedging of fuel price risk

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

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None of the company’s hedging instruments contain credit-risk-related contingent features. Details of outstanding hedging instruments as of September 30, 2023 are presented below:

Maturity Date of the Hedging Instrument	Currency / Unit of Measure	Notional Value
		(In millions)
Hedging of foreign currency risk
Various (October 2023)	Swedish Krona	73
Various (October 2023 to April 2024)	British Pound Sterling	23
May 2024	Mexican Peso	439
April 2025	Canadian Dollar	180
Hedging of fuel risk
Various (October 2023 to December 2025)	Gallons	62

The location and the fair value of derivative instruments designated as hedges in the consolidated balance sheet as of September 30, 2023 and July 1, 2023 are as follows:

		Derivative Fair Value
	Balance Sheet location	Sep. 30, 2023		Jul. 1, 2023
		(In thousands)
Fair Value Hedges:
Cross currency swaps	Other current liabilities	$	785	$	1,262
Cross currency swaps	Other long-term liabilities	2,237		—
Cash Flow Hedges:
Fuel swaps	Other current assets	9,509		102
Foreign currency forwards	Other current assets	178		624
Fuel swaps	Other assets	2,290		40
Fuel swaps	Other current liabilities	725		17,932
Foreign currency forwards	Other current liabilities	225		404
Fuel swaps	Other long-term liabilities	1		5,637

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

	13-Week Period Ended
	Sep. 30, 2023		Oct. 1, 2022
	(In thousands)
Total amounts of income and expense line items presented in the consolidated results of operations in which the effects of fair value hedges are recorded	$	6,640	$	124,150
Gain or (loss) on fair value hedging relationships:
Interest rate swaps:
Hedged items	$	—	$	2,376
Derivatives designated as hedging instruments	—		(4,759)
Cross currency swaps:
Hedged items	$	2,996	$	—
Derivatives designated as hedging instruments	(2,996)		—

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

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	13-Week Period Ended
	Sep. 30, 2023		Oct. 1, 2022
	(In thousands)
Interest expense	$	—	$	(1,939)
Decrease in fair value of debt	—		(4,315)
Foreign currency gain (loss)	(2,996)		—
Hedged items	$	2,996	$	2,376

The location and effect of cash flow, net investment, and excluded components of fair value hedges on the consolidated statements of comprehensive income for the 13-week periods ended September 30, 2023 and October 1, 2022, presented on a pretax basis, are as follows:

	13-Week Period Ended Sep. 30, 2023
	Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives		Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
	(In thousands)			(In thousands)
Derivatives in cash flow hedging relationships:
Fuel swaps	$	34,499	Operating expense	$	2,334
Foreign currency contracts	(284)		Cost of sales / Other income	—
Total	$	34,215		$	2,334
Derivatives in net investment hedging relationships:
Foreign denominated debt	$	—	N/A	$	—
Derivatives in fair value hedging relationships:
Change in excluded component of fair value hedge	$	(26)	Other expense (income)	$	—
	13-Week Period Ended Oct. 1, 2022
	Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives		Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
	(In thousands)			(In thousands)
Derivatives in cash flow hedging relationships:
Fuel swaps	$	(36,295)	Operating expense	$	12,985
Foreign currency contracts	286		Cost of sales / Other income	—
Total	$	(36,009)		$	12,985
Derivatives in net investment hedging relationships:
Foreign denominated debt	$	31,346	N/A	$	—

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8. DEBT

Sysco has a long-term revolving credit facility that includes aggregate commitments of the lenders thereunder of $3.0 billion, with an option to increase such commitments to $4.0 billion. As of September 30, 2023, there were $116.5 million in borrowings outstanding under this facility.

Sysco has a U.S commercial paper program allowing the company to issue short-term unsecured notes in an aggregate amount not to exceed $3.0 billion. Any outstanding amounts are classified within long-term debt, as the program is supported by the long-term revolving credit facility. As of September 30, 2023, there were $300.0 million in commercial paper issuances outstanding under this program.

The total carrying value of our debt was $10.9 billion as of September 30, 2023 and $10.4 billion as of July 1, 2023. The increase in the carrying value of our debt from the prior year was due to new financing leases in support of equipment and borrowings under our long-term revolving credit facility and commercial paper program.

On October 17, 2023, Sysco entered into a new commercial paper dealer agreement with Barclays Bank of Ireland for a commercial paper program with borrowings not to exceed €250 million.

Information regarding the guarantors of our registered debt securities is contained in the section captioned Guarantor Summarized Financial Information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this Form 10-Q.

9.  EARNINGS PER SHARE

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

	13-Week Period Ended
	Sep. 30, 2023		Oct. 1, 2022
	(In thousands, except for share and per share data)
Numerator:
Net earnings	$	503,392	$	465,568
Denominator:
Weighted-average basic shares outstanding	505,126,492		507,578,576
Dilutive effect of share-based awards	1,942,943		2,804,573
Weighted-average diluted shares outstanding	507,069,435		510,383,149
Basic earnings per share	$	1.00	$	0.92
Diluted earnings per share	$	0.99	$	0.91

The number of securities that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 5,988,000 and 1,393,000 for the first quarter of fiscal 2024 and fiscal 2023, respectively.

10.  OTHER COMPREHENSIVE INCOME

Comprehensive income is net earnings plus certain other items that are recorded directly to shareholders’ equity, such as foreign currency translation adjustment, changes in marketable securities, amounts related to certain hedging arrangements and amounts related to pension and other postretirement plans. Comprehensive income was $429.2 million and $236.3 million for the first quarter of fiscal 2024 and fiscal 2023, respectively.

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

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		13-Week Period Ended Sep. 30, 2023
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount		Tax		Net of Tax Amount
		(In thousands)
Pension and other postretirement benefit plans:
Other comprehensive income before reclassification adjustments:
Net actuarial gain, arising in the current year	Other expense, net	$	672	$	169	$	503
Total other comprehensive income before reclassification adjustments		672		169		503
Reclassification adjustments:
Amortization of prior service cost	Other expense, net	195		49		146
Amortization of actuarial loss, net	Other expense, net	6,641		1,659		4,982
Total reclassification adjustments		6,836		1,708		5,128
Foreign currency translation:
Foreign currency translation adjustment	N/A	(108,194)		—		(108,194)
Marketable securities:
Change in marketable securities (1)	N/A	(1,196)		(251)		(945)
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in excluded component of fair value   hedge	Other expense, net	(26)		(6)		(20)
Change in cash flow hedges	Operating expenses (2)	34,215		7,067		27,148
Total other comprehensive income (loss) before reclassification adjustments		34,189		7,061		27,128
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	2,893		723		2,170
Total other comprehensive income (loss)		$	(64,800)	$	9,410	$	(74,210)

(1)	Realized gains or losses on marketable securities are presented within other (income) expense, net in the consolidated results of operations; however, there were no significant gains or losses realized in the first quarter of fiscal 2024.
(2)	Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.

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		13-Week Period Ended Oct. 1, 2022
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount		Tax		Net of Tax Amount
		(In thousands)
Pension and other postretirement benefit plans:
Reclassification adjustments:
Amortization of prior service cost	Other expense, net	$	99	$	25	$	74
Amortization of actuarial loss, net	Other expense, net	9,186		2,295		6,891
Total reclassification adjustments		9,285		2,320		6,965
Foreign currency translation:
Foreign currency translation adjustment	N/A	(232,182)		—		(232,182)
Marketable securities:
Change in marketable securities (1)	N/A	(4,212)		(884)		(3,328)
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in cash flow hedges	Operating expenses (2)	(36,009)		(9,619)		(26,390)
Change in net investment hedges	N/A	31,346		7,837		23,509
Total other comprehensive income before reclassification adjustments		(4,663)		(1,782)		(2,881)
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	2,874		719		2,155
Total other comprehensive income (loss)		$	(228,898)	$	373	$	(229,271)

(1)	Realized gains or losses on marketable securities are presented within other (income) expense, net in the consolidated results of operations; however, there were no significant gains or losses realized in the first quarter of fiscal 2023.
(2)	Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.

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

	13-Week Period Ended Sep. 30, 2023
	Pension and Other Postretirement Benefit Plans, net of tax		Foreign Currency Translation		Hedging, net of tax		Marketable Securities, net of tax		Total
	(In thousands)
Balance as of Jul. 1, 2023	$	(839,541)	$	(374,290)	$	(31,966)	$	(6,793)	$	(1,252,590)
Net actuarial loss arising in the current year	503		—		—		—		503
Equity adjustment from foreign currency translation	—		(108,194)		—		—		(108,194)
Amortization of cash flow hedges	—		—		2,170		—		2,170
Change in excluded component of fair value hedge	—		—		(20)		—		(20)
Change in cash flow hedge	—		—		27,148		—		27,148
Amortization of unrecognized prior service cost	146		—		—		—		146
Amortization of unrecognized net actuarial losses	4,982		—		—		—		4,982
Change in marketable securities	—		—		—		(945)		(945)
Balance as of Sep. 30, 2023	$	(833,910)	$	(482,484)	$	(2,668)	$	(7,738)	$	(1,326,800)

	13-Week Period Ended Oct. 1, 2022
	Pension and Other Postretirement Benefit Plans, net of tax		Foreign Currency Translation		Hedging, net of tax		Marketable Securities		Total
	(In thousands)
Balance as of Jul. 2, 2022	$	(1,011,335)	$	(501,517)	$	35,770	$	(4,972)	$	(1,482,054)
Equity adjustment from foreign currency translation	—		(232,182)		—		—		(232,182)
Amortization of cash flow hedges	—		—		2,155		—		2,155
Change in net investment hedges	—		—		23,509		—		23,509
Change in cash flow hedge	—		—		(26,390)		—		(26,390)
Amortization of unrecognized prior service cost	74		—		—		—		74
Amortization of unrecognized net actuarial losses	6,891		—		—		—		6,891
Change in marketable securities	—		—		—		(3,328)		(3,328)
Balance as of Oct. 1, 2022	$	(1,004,370)	$	(733,699)	$	35,044	$	(8,300)	$	(1,711,325)

11.  SHARE-BASED COMPENSATION

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

Stock Incentive Plans

In the first 13 weeks of fiscal 2024, options to purchase 770,442 shares were granted to employees. The fair value of each option award is estimated as of the date of grant using a Black-Scholes option pricing model. The weighted average grant-date fair value per option granted during the first 13 weeks of fiscal 2024 was $19.33.

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In the first 13 weeks of fiscal 2024, employees were granted 495,045 performance share units (PSUs). Based on the jurisdiction in which the employee resides, some of these PSUs were granted with forfeitable dividend equivalents. The fair value of each PSU award granted with a dividend equivalent is based on the company’s stock price as of the date of grant. For PSUs granted without dividend equivalents, the fair value was reduced by the present value of expected dividends during the vesting period. The weighted average grant-date fair value per PSU granted during the first 13 weeks of fiscal 2024 was $75.10. The PSUs will convert into shares of Sysco’s common stock at the end of the three-year performance period based on actual performance targets achieved, as well as the market-based return of Sysco’s common stock relative to that of each company within the S&P 500 index.

In the first 13 weeks of fiscal 2024, employees were granted 339,386 restricted stock units. The weighted average grant-date fair value per restricted stock unit granted during the first 13 weeks of fiscal 2024 was $72.28.

Employee Stock Purchase Plan

Plan participants purchased 360,130 shares of common stock under the ESPP during the first 13 weeks of fiscal 2024. The weighted average fair value per employee stock purchase right issued pursuant to the ESPP was $9.91 during the first 13 weeks of fiscal 2024. The fair value of each stock purchase right is estimated as the difference between the stock price at the date of issuance and the employee purchase price.

All Share-Based Payment Arrangements

The total share-based compensation cost that has been recognized in results of operations was $24.2 million and $27.2 million for the first 13 weeks of fiscal 2024 and fiscal 2023, respectively.

As of September 30, 2023, there was $165.3 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 2.07 years.

12.  INCOME TAXES

Effective Tax Rate

For the first quarter of fiscal 2024, the company’s effective tax rate of 24.03% is higher than the company’s statutory tax rate as a result of state income taxes, and partially offset by a foreign income tax benefit. For the first quarter of fiscal 2023, the company’s effective tax rate of 21.74% was higher than the company’s statutory tax rate as a result of state income taxes, partially offset by a foreign income tax benefit and equity-based compensation excess tax benefits.

Uncertain Tax Positions

As of September 30, 2023, the gross amount of unrecognized tax benefit and related accrued interest was $32.4 million and $8.7 million, respectively. It is reasonably possible that the amount of the unrecognized tax benefit with respect to certain unrecognized tax positions of the company will increase or decrease in the next 12 months. At this time, an estimate of the range of the reasonably possible change cannot be made.

During the third quarter of fiscal 2023, Sysco received a Statutory Notice of Deficiency from the Internal Revenue Service, mainly related to foreign tax credits generated in fiscal 2018 from repatriated earnings primarily from our Canadian operations. In the fourth quarter of fiscal 2023, the company filed suit in the U.S. Tax Court challenging the validity of certain tax regulations related to the one-time transition tax on unrepatriated foreign earnings, which was enacted as part of the Tax Cuts and Jobs Act of 2017 (TCJA). The lawsuit seeks to have the court invalidate these regulations, which would affirm the company’s position regarding its foreign tax credits. Sysco has previously recorded a benefit of $131.0 million attributable to its interpretation of the TCJA and the Internal Revenue Code. If the company is ultimately unsuccessful in defending its position, it may be required to reverse all, or some portion, of the benefit previously recorded.

Other

The determination of the company’s provision for income taxes requires judgment, the use of estimates and the interpretation and application of complex tax laws. The company’s provision for income taxes reflects income earned and taxed in the various United States (U.S.) federal and state, as well as foreign jurisdictions. Tax law changes, increases or decreases in permanent book versus tax basis differences, accruals or adjustments of accruals for unrecognized tax benefits or valuation

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allowances, and the company’s change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.

13.  COMMITMENTS AND CONTINGENCIES

Legal Proceedings

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

14.  BUSINESS SEGMENT INFORMATION

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

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

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

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

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

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

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

	13-Week Period Ended
	Sep. 30, 2023		Oct. 1, 2022
Sales:	(In thousands)
U.S. Foodservice Operations	$	13,723,799	$	13,602,482
International Foodservice Operations	3,683,210		3,283,735
SYGMA	1,906,014		1,933,457
Other	307,431		307,156
Total	$	19,620,454	$	19,126,830
	13-Week Period Ended
	Sep. 30, 2023		Oct. 1, 2022
Operating income (loss):	(In thousands)
U.S. Foodservice Operations	$	940,971	$	905,712
International Foodservice Operations	93,483		86,980
SYGMA	12,767		5,696
Other	11,823		11,538
Total segments	1,059,044		1,009,926
Global Support Center	(255,462)		(273,125)
Total operating income	803,582		736,801
Interest expense	134,334		124,150
Other expense, net	6,640		17,749
Earnings before income taxes	$	662,608	$	594,902

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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 July 1, 2023, and for the fiscal year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in our Annual Report on Form 10-K for the fiscal year ended July 1, 2023 (our fiscal 2023 Form 10-K), as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report.

Highlights

Our improved results for the first quarter of fiscal 2024 demonstrate the favorable impact of our Recipe for Growth Strategy on our business, as we experienced earnings growth in excess of sales growth, compared to the first quarter of fiscal 2023. The increase in earnings was the result of volume growth, effective margin management and productivity improvements. Our gross profit growth this quarter outpaced operating expense, due to effective management of product cost deflation in the U.S., improvements in supply chain productivity and cost-out actions. See below for a comparison of our fiscal 2024 results to our fiscal 2023 results, both including and excluding Certain Items (as defined below).

Comparisons of results from the first quarter of fiscal 2024 to the first quarter of fiscal 2023 are presented below:

•Sales:

◦increased 2.6%, or $493.6 million, to $19.6 billion;

•Operating income:

◦increased 9.1%, or $66.8 million, to $803.6 million;

◦adjusted operating income increased 10.6%, or $81.6 million, to $854.3 million;

•Net earnings:

◦increased 8.1%, or $37.8 million, to $503.4 million;

◦adjusted net earnings increased 9.9%, or $49.0 million, to $541.6 million;

•Basic earnings per share:

◦increased 8.7%, or $0.08, to $1.00 per share;

•Diluted earnings per share:

◦increased 8.8%, or $0.08, to $0.99 per share;

◦adjusted diluted earnings per share increased 10.3%, or $0.10, to $1.07;

•EBITDA:

◦increased 10.5%, or $95.0 million, to $1.0 billion; and

◦adjusted EBITDA increased 11.7%, or $107.5 million, to $1.0 billion.

The discussion of our results includes certain non-GAAP financial measures, including EBITDA and adjusted EBITDA, that we believe provide important perspective with respect to underlying business trends. Other than EBITDA and free cash flow, any non-GAAP financial measures will be denoted as adjusted measures to remove (1) restructuring charges; (2) expenses associated with our various transformation initiatives; (3) severance charges; and (4) acquisition-related costs consisting of: (a) intangible amortization expense and (b) acquisition costs and due diligence costs related to our acquisitions. Our results for fiscal 2023 were also impacted by adjustments to a product return allowance pertaining to COVID-related personal protection equipment inventory and the reduction of bad debt expense previously recognized in fiscal 2020 due to the impact of the COVID-19 pandemic on the collectability of our pre-pandemic trade receivable balances.

The fiscal 2024 and fiscal 2023 items discussed above are collectively referred to as “Certain Items.” The results of our operations can be impacted by changes in exchange rates applicable to converting from local currencies to U.S. dollars. We measure our results on a constant currency basis.

Trends

Economic and Industry Trends

Sysco continues to outperform the foodservice market due to the success of the Recipe for Growth strategy. The food-away-from-home sector is a healthy long-term market. Sysco is diversified and well positioned as a market leader in food service. The foodservice market is expected to grow at a slower rate in fiscal 2024 as compared to fiscal 2023, due to current macroeconomic conditions.

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Sales and Gross Profit Trends

Our sales and gross profit performance are influenced by multiple factors, including price, volume, inflation, customer mix and product mix. The most significant factor affecting performance in the first quarter of fiscal 2024 was volume growth, as we experienced a 1.6% improvement in U.S. Foodservice case volume and a 0.1% decrease in local case volume within our U.S. segment in each case as compared to the first quarter of fiscal 2023. This volume reflects our broadline and specialty businesses, except for our specialty meats business, which measures its volume in pounds.

We experienced inflation at a rate of 1.7% in the first quarter of fiscal 2024, at the total enterprise level, primarily driven by inflation in the frozen and canned and dry categories. We continue to be successful in managing our inflation, resulting in an increase in gross profit dollars. Gross margin increased 35 basis points in the first quarter of fiscal 2024, as compared to the first quarter of fiscal 2023, primarily driven by higher volumes, the effective management of inflation, and our strategic sourcing efforts. We expect total enterprise level inflation to continue to be slightly positive in fiscal 2024.

Operating Expense Trends

Total operating expenses increased 3.3% during the first quarter of fiscal 2024, as compared to the first quarter of fiscal 2023, driven by increased volumes. We continued to improve our supply chain efficiency, while investing in associate retention and best-in-class training, primarily for transportation and warehouse colleagues. These efficiency efforts are expected to continue to improve in fiscal 2024. We believe the advancements we are making in our physical capabilities, and the investments we are making in improved training, will provide higher service levels to our customers and strengthen Sysco’s ability to profitably win market share.

Interest Expense Trends

Interest expense for fiscal 2024 is expected to increase by approximately $50 million, as compared to fiscal 2023, due to higher debt associated with our planned acquisition of Edward Don & Company.

Mergers and Acquisitions

We continue to focus on mergers and acquisitions as a part of our growth strategy, where we plan to reinforce our existing businesses, while cultivating new channels, new segments and new capabilities.

In the first quarter of fiscal 2024, we acquired BIX Produce Company, a leading produce specialty distributor based in Minnesota. This acquisition is expected to provide a strategic opportunity for specialty produce operations to expand its geographic footprint in an area of the country where it does not currently have operations. This company’s results are included within U.S. Foodservice Operations and were not material to our results for the first quarter of fiscal 2024.

In the second quarter of fiscal 2024, we announced our planned acquisition of Edward Don & Company, one of the largest kitchen equipment and supplies distributors, based out of Chicago. Edward Don & Company has a robust supply chain that is expected to enable cost effective distribution of restaurant equipment and supplies. This acquisition will further demonstrate our Recipe for Growth strategy of focusing on building strategic specialty platforms that help us better support restaurant and hospitality customers.

The results of these acquisitions are not expected to be material to the consolidated results of the company for fiscal 2024.

Strategy

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

Our various business transformation initiatives remain on track, including promoting our specialty programs for produce, protein and Italian products and our customer growth initiatives. Our strategic initiative to enable omni-channel inventory fulfillment is operating in our first test region, and we have made progress in expanding to deliveries six days a week.

22

From these actions as a part of our Recipe for Growth, the benefits of our developing capabilities are apparent in the new customers we are winning and in the progress we are making toward increasing market share. We expect that, as our Recipe for Growth matures, the impact on our top-line growth will continue to accelerate.

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
	Sep. 30, 2023		Oct. 1, 2022
Sales	100.0	%	100.0	%
Cost of sales	81.4		81.8
Gross profit	18.6		18.2
Operating expenses	14.5		14.4
Operating income	4.1		3.8
Interest expense	0.7		0.6
Other expense (income), net	—		0.1
Earnings before income taxes	3.4		3.1
Income taxes	0.8		0.7
Net earnings	2.6	%	2.4	%

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

	13-Week Period Ended
	Sep. 30, 2023
Sales	2.6	%
Cost of sales	2.1
Gross profit	4.6
Operating expenses	3.3
Operating income	9.1
Interest expense	8.2
Other expense (income), net (1)	(62.6)
Earnings before income taxes	11.4
Income taxes	23.1
Net earnings	8.1	%
Basic earnings per share	8.7	%
Diluted earnings per share	8.8
Average shares outstanding	(0.5)
Diluted shares outstanding	(0.6)

(1) Other expense (income), net was expense of $6.6 million and $17.7 million in the first quarter of fiscal 2024 and fiscal 2023, respectively.

The following tables represent our results by reportable segments:

	13-Week Period Ended Sep. 30, 2023
	U.S. Foodservice Operations			International Foodservice Operations			SYGMA			Other			Global Support Center			Consolidated Totals
	(In thousands)
Sales	$	13,723,799		$	3,683,210		$	1,906,014		$	307,431		$	—		$	19,620,454
Sales increase (decrease)	0.9		%	12.2		%	(1.4)		%	0.1		%				2.6		%
Percentage of total	69.9		%	18.8		%	9.7		%	1.6		%				100.0		%
Operating income (loss)	$	940,971		$	93,483		$	12,767		$	11,823		$	(255,462)		$	803,582
Operating income (loss) increase (decrease)	3.9		%	7.5		%	NM			2.5		%	(6.5)		%	9.1		%
Percentage of total segments	88.9		%	8.8		%	1.2		%	1.1		%				100.0		%
Operating income as a percentage of sales	6.9		%	2.5		%	0.7		%	3.8		%				4.1		%

	13-Week Period Ended Oct. 1, 2022
	U.S. Foodservice Operations			International Foodservice Operations			SYGMA			Other			Global Support Center		Consolidated Totals
	(In thousands)
Sales	$	13,602,482		$	3,283,735		$	1,933,457		$	307,156		$	—	$	19,126,830
Percentage of total	71.1		%	17.2		%	10.1		%	1.6		%			100.0		%
Operating income (loss)	$	905,712		$	86,980		$	5,696		$	11,538		$	(273,125)	$	736,801
Percentage of total segments	89.7		%	8.6		%	0.6		%	1.1		%			100.0		%
Operating income as a percentage of sales	6.7		%	2.6		%	0.3		%	3.8		%			3.9		%

Results of U.S. Foodservice Operations

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

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	13-Week Period Ended Sep. 30, 2023		13-Week Period Ended Oct. 1, 2022		Change in Dollars		% Change
	(Dollars in thousands)
Sales	$	13,723,799	$	13,602,482	$	121,317	0.9	%
Gross profit	2,684,775		2,612,343		72,432		2.8
Operating expenses	1,743,804		1,706,631		37,173		2.2
Operating income	$	940,971	$	905,712	$	35,259	3.9	%
Gross profit	$	2,684,775	$	2,612,343	$	72,432	2.8	%
Adjusted operating expenses (Non-GAAP)	1,731,201		1,696,686		34,515		2.0
Adjusted operating income (Non-GAAP)	$	953,574	$	915,657	$	37,917	4.1	%

Sales

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

	Increase (Decrease)
	13-Week Period
	(Dollars in millions)
Cause of change	Percentage		Dollars
Case volume (1)	1.6	%	$	206.5
Deflation	(0.4)		(49.1)
Other (2)	(0.3)		(36.1)
Total change in sales	0.9	%	$	121.3

(1)	Case volumes increased 1.6% compared to the first quarter of fiscal 2023. This volume increase resulted in a 1.6% increase in the dollar value of sales compared to the first quarter of fiscal 2023.
(2)	Case volume reflects our broadline and specialty businesses, with the exception of our specialty meats business, which measures its volume in pounds. Any impact in volumes from these specialty meats operations is included within “Other.”

The sales growth in our U.S. Foodservice Operations was fueled by market share gains. Case volumes from our U.S. Foodservice Operations increased 1.6% in the first quarter of fiscal 2024, as compared to the first quarter of fiscal 2023. This included a 0.1% decrease in local customer case volume in the first quarter of fiscal 2024.

Operating Income

The increase in operating income for the first quarter of fiscal 2024, as compared to the first quarter of fiscal 2023, was driven by gross profit dollar growth, partially offset by an increase in operating expenses.

Gross profit dollar growth in the first quarter of fiscal 2024, as compared to the first quarter of fiscal 2023, was driven primarily by higher volumes, improvements in supply chain productivity and our strategic sourcing efforts. The estimated change in product costs, an internal measure of inflation or deflation, decreased in the first quarter of fiscal 2024. Gross margin, which is gross profit as a percentage of sales, was 19.6% in the first quarter of fiscal 2024 for our U.S. Foodservice Operations, which was an increase of 36 basis points compared to gross margin of 19.2% in the first quarter of fiscal 2023.

The increase in operating expenses for the first quarter of fiscal 2024, as compared to the first quarter of fiscal 2023, was primarily driven by increased volumes.

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Results of International Foodservice Operations

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

	13-Week Period Ended Sep. 30, 2023		13-Week Period Ended Oct. 1, 2022		Change in Dollars		% Change
	(Dollars in thousands)
Sales	$	3,683,210	$	3,283,735	$	399,475	12.2	%
Gross profit	732,039		649,265		82,774		12.7
Operating expenses	638,556		562,285		76,271		13.6
Operating income	$	93,483	$	86,980	$	6,503	7.5	%
Gross profit	$	732,039	$	649,265	$	82,774	12.7	%
Adjusted operating expenses (Non-GAAP)	615,856		542,364		73,492		13.6
Adjusted operating income (Non-GAAP)	$	116,183	$	106,901	$	9,282	8.7	%
Sales on a constant currency basis (Non-GAAP)	$	3,577,707	$	3,283,735	$	293,972	9.0	%
Gross profit on a constant currency basis (Non-GAAP)	705,328		649,265		56,063		8.6
Adjusted operating expenses on a constant currency basis (Non-GAAP)	590,439		542,364		48,075		8.9
Adjusted operating income on a constant currency basis (Non-GAAP)	$	114,889	$	106,901	$	7,988	7.5	%

Sales

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

	Increase (Decrease)
	13-Week Period
	(Dollars in millions)
Cause of change	Percentage		Dollars
Inflation	7.6	%	$	248.8
Foreign currency	3.2		105.5
Other (1)	1.4		45.2
Total change in sales	12.2	%	$	399.5

(1) The impact of volumes as a component of sales growth from international operations are included within “Other.” Volume in our foreign operations includes volume metrics that differ from country to country and cannot be aggregated on a consistent, comparable basis.

Sales for the first quarter of fiscal 2024 were higher, as compared to the first quarter of fiscal 2023, due to inflation, a positive impact of foreign currency translation, and an improvement in volume primarily attributable to our Recipe for Growth initiatives.

Operating Income

The increase in operating income for the first quarter of fiscal 2024, as compared to the first quarter of fiscal 2023, was due to the continuing increase in sales volumes, along with specific efforts to optimize our gross profit while addressing our increased operating expenses.

The increase in gross profit dollars in the first quarter of fiscal 2024, as compared to the first quarter of fiscal 2023, was attributable to the increase in sales volume and the management of inflation, along with specific efforts to optimize our gross profit dollars.

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The increase in operating expenses for the first quarter of fiscal 2024, as compared to the first quarter of fiscal 2023, was primarily due to increased volume.

Results of SYGMA and Other Segment

For SYGMA, sales were 1.4% lower in the first quarter of fiscal 2024, as compared to the first quarter of fiscal 2023, primarily due to the planned exit of business that did not meet our disciplined profit thresholds. Operating income increased by $7.1 million in the first quarter of fiscal 2024, as compared to the first quarter of fiscal 2023, due to decreases in operating expenses.

For the operations that are grouped within Other, operating income increased $0.3 million in the first quarter of fiscal 2024, as compared to the first quarter of fiscal 2023. The operations in this group mainly consist of our hospitality business, Guest Worldwide.

Global Support Center Expenses

Our Global Support Center generally includes all expenses of the corporate office and Sysco’s shared service operations. These expenses in the first quarter of fiscal 2024 decreased $10.0 million, or 3.8%, as compared to the first quarter of fiscal 2023, primarily due to decreases in insurance expenses and fuel hedging program costs, offset by increases in costs associated with business technology transformation initiatives, payroll-related costs, and depreciation expenses.

Included in Global Support Center expenses are Certain Items that totaled $15.4 million in the first quarter of fiscal 2024, as compared to $6.1 million in the first quarter of fiscal 2023. Certain Items impacting the first quarter of fiscal 2024 were primarily expenses associated with our business technology transformation initiatives and expenses associated with acquisitions. Certain Items impacting the first quarter of fiscal 2023 were primarily expenses associated with our business technology transformation initiatives.

Interest Expense

Interest expense increased $10.2 million for the first quarter of fiscal 2024, as compared to the first quarter of fiscal 2023. The increase was primarily due to increased interest rates on borrowings and an increase in commercial paper borrowing activity.

Other income and expense

Other expense, net decreased $11.1 million for the first quarter of fiscal 2024, as compared to the first quarter of fiscal 2023, due to an increase in interest income earned and a decrease in pension and postretirement non-service costs.

Net Earnings

Net earnings increased 8.1% in the first quarter of fiscal 2024, as compared to the first quarter of fiscal 2023, primarily due to the items noted above for operating income and other expense, as well as items impacting our income taxes that are discussed in Note 12, “Income Taxes,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q. Adjusted net earnings, excluding Certain Items, increased 9.9% in the first quarter of fiscal 2024, primarily due to an increase in sales volume.

Earnings Per Share

Basic earnings per share in the first quarter of fiscal 2024 were $1.00, an 8.7% increase from the comparable prior year amount of $0.92 per share. Diluted earnings per share in the first quarter of fiscal 2024 were $0.99, an 8.8% increase from the comparable prior year period amount of $0.91 per share. Adjusted diluted earnings per share, excluding Certain Items, in the first quarter of fiscal 2024 were $1.07, a 10.3% increase from the comparable prior year amount of $0.97 per share.

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Non-GAAP Reconciliations

The discussion of our results includes certain non-GAAP financial measures, including EBITDA and adjusted EBITDA, that we believe provide important perspective with respect to underlying business trends. Other than EBITDA and free cash flow, any non-GAAP financial measures will be denoted as adjusted measures to remove (1) restructuring charges; (2) expenses associated with our various transformation initiatives; (3) severance charges; and (4) acquisition-related costs consisting of: (a) intangible amortization expense and (b) acquisition costs and due diligence costs related to our acquisitions. Our results for fiscal 2023 were also impacted by adjustments to a product return allowance pertaining to COVID-related personal protection equipment inventory and the reduction of bad debt expense previously recognized in fiscal 2020 due to the impact of the COVID-19 pandemic on the collectability of our pre-pandemic trade receivable balances.

The results of our operations can be impacted due to changes in exchange rates applicable in converting local currencies to U.S. dollars. We measure our results on a constant currency basis. Constant currency operating results are calculated by translating current-period local currency operating results with the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period.

Management believes that adjusting its operating expenses, operating income, net earnings and diluted earnings per share to remove these Certain Items and presenting its results on a constant currency basis provides an important perspective with respect to our underlying business trends and results. It provides meaningful supplemental information to both management and investors that (1) is indicative of the performance of the company’s underlying operations and (2) facilitates comparisons on a year-over-year basis.

Sysco has a history of growth through acquisitions and excludes from its non-GAAP financial measures the impact of acquisition-related intangible amortization, acquisition costs and due-diligence costs for those acquisitions. We believe this approach significantly enhances the comparability of Sysco’s results for fiscal year 2024 and fiscal year 2023.

Set forth on the following page is a reconciliation of sales, operating expenses, operating income, other (income) expense, net earnings and diluted earnings per share to adjusted results for these measures for the periods presented. Individual components of diluted earnings per share may not be equal to the total presented when added due to rounding. Adjusted diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.

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	13-Week Period Ended Sep. 30, 2023			13-Week Period Ended Oct. 1, 2022			Change in Dollars		%/bps Change
Sales (GAAP)	$	19,620,454		$	19,126,830		$	493,624	2.6	%
Impact of currency fluctuations (1)	(104,066)			—			(104,066)		(0.6)
Comparable sales using a constant currency basis (Non-GAAP)	$	19,516,388		$	19,126,830		$	389,558	2.0	%
Cost of sales (GAAP)	$	15,972,682		$	15,637,975		$	334,707	2.1	%
Impact of inventory valuation adjustment (2)	—			2,571			(2,571)		NM
Cost of sales adjusted for Certain Items (Non-GAAP)	$	15,972,682		$	15,640,546		$	332,136	2.1	%
Gross profit (GAAP)	$	3,647,772		$	3,488,855		$	158,917	4.6	%
Impact of inventory valuation adjustment (2)	—			(2,571)			2,571		NM
Gross profit adjusted for Certain Items (Non-GAAP)	3,647,772			3,486,284			161,488		4.6
Impact of currency fluctuations (1)	(26,184)			—			(26,184)		(0.7)
Comparable gross profit adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	3,621,588		$	3,486,284		$	135,304	3.9	%
Gross margin (GAAP)	18.59		%	18.24		%			35 bps
Impact of inventory valuation adjustment (2)	—			(0.01)					1 bps
Gross margin adjusted for Certain Items (Non-GAAP)	18.59			18.23					36 bps
Impact of currency fluctuations (1)	(0.03)			—					-3 bps
Comparable gross margin adjusted for Certain Items using a constant currency basis (Non-GAAP)	18.56		%	18.23		%			33 bps
Operating expenses (GAAP)	$	2,844,190		$	2,752,054		$	92,136	3.3	%
Impact of restructuring and transformational project costs (3)	(19,675)			(11,645)			(8,030)		(69.0)
Impact of acquisition-related costs (4)	(31,038)			(29,454)			(1,584)		(5.4)
Impact of bad debt reserve adjustments (5)	—			2,592			(2,592)		NM
Operating expenses adjusted for Certain Items (Non-GAAP)	2,793,477			2,713,547			79,930		2.9
Impact of currency fluctuations (1)	(25,838)			—			(25,838)		(0.9)
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	2,767,639		$	2,713,547		$	54,092	2.0	%
Operating expense as a percentage of sales (GAAP)	14.50		%	14.39		%			11 bps
Impact of certain item adjustments	(0.26)			(0.20)					-6 bps
Adjusted operating expense as a percentage of sales (Non-GAAP)	14.24		%	14.19		%			5 bps
Operating income (GAAP)	$	803,582		$	736,801		$	66,781	9.1	%
Impact of inventory valuation adjustment (2)	—			(2,571)			2,571		NM
Impact of restructuring and transformational project costs (3)	19,675			11,645			8,030		69.0
Impact of acquisition-related costs (4)	31,038			29,454			1,584		5.4
Impact of bad debt reserve adjustments (5)	—			(2,592)			2,592		NM
Operating income adjusted for Certain Items (Non-GAAP)	854,295			772,737			81,558		10.6
Impact of currency fluctuations (1)	(346)			—			(346)		(0.1)
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	853,949		$	772,737		$	81,212	10.5	%
Operating margin (GAAP)	4.10		%	3.85		%			25 bps
Operating margin adjusted for Certain Items (Non-GAAP)	4.35		%	4.04		%			31 bps

29

	13-Week Period Ended Sep. 30, 2023			13-Week Period Ended Oct. 1, 2022			Change in Dollars		%/bps Change
Operating margin adjusted for Certain Items using a constant currency basis (Non-GAAP)	4.38		%	4.04		%			34 bps
Net earnings (GAAP)	$	503,392		$	465,568		$	37,824	8.1	%
Impact of inventory valuation adjustment (2)	—			(2,571)			2,571		NM
Impact of restructuring and transformational project costs (3)	19,675			11,645			8,030		69.0
Impact of acquisition-related costs (4)	31,038			29,454			1,584		5.4
Impact of bad debt reserve adjustments (5)	—			(2,592)			2,592		NM
Tax impact of inventory valuation adjustment (6)	—			637			(637)		NM
Tax impact of restructuring and transformational project costs (6)	(4,847)			(2,884)			(1,963)		(68.1)
Tax impact of acquisition-related costs (6)	(7,646)			(7,295)			(351)		(4.8)
Tax impact of bad debt reserves adjustments (6)	—			642			(642)		NM
Net earnings adjusted for Certain Items (Non-GAAP)	$	541,612		$	492,604		$	49,008	9.9	%
Diluted earnings per share (GAAP)	$	0.99		$	0.91		$	0.08	8.8	%
Impact of inventory valuation adjustment (2)	—			(0.01)			0.01		NM
Impact of restructuring and transformational project costs (3)	0.04			0.02			0.02		100.0
Impact of acquisition-related costs (4)	0.06			0.06			—		—
Impact of bad debt reserve adjustments (5)	—			(0.01)			0.01		NM
Tax impact of restructuring and transformational project costs (6)	(0.01)			(0.01)			—		—
Tax impact of acquisition-related costs (6)	(0.02)			(0.01)			(0.01)		(100.0)
Diluted earnings per share adjusted for Certain Items (Non-GAAP) (7)	$	1.07		$	0.97		$	0.10	10.3	%

30

(1)	Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on the current year results.
(2)	Fiscal 2023 represents an adjustment to a product return allowance, related to COVID-related personal protection equipment inventory.
(3)	Fiscal 2024 includes $6 million related to restructuring and severance charges and $14 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy. Fiscal 2023 includes $4 million related to restructuring and severance charges and $8 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy.
(4)	Fiscal 2024 includes $28 million of intangible amortization expense and $3 million in acquisition and due diligence costs. Fiscal 2023 includes $26 million of intangible amortization expense and $4 million in acquisition and due diligence costs.
(5)	Fiscal 2023 represents the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(6)	The tax impact of adjustments for Certain Items are calculated by multiplying the pretax impact of each Certain Item by the statutory rates in effect for each jurisdiction where the Certain Item was incurred.
(7)	Individual components of diluted earnings per share may not equal the total presented when added due to rounding. Total diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.
	NM represents that the percentage change is not meaningful.

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	13-Week Period Ended Sep. 30, 2023			13-Week Period Ended Oct. 1, 2022			Change in Dollars		%/bps Change
U.S. FOODSERVICE OPERATIONS
Operating expenses (GAAP)	$	1,743,804		$	1,706,631		$	37,173	2.2	%
Impact of restructuring and transformational project costs	(55)			48			(103)		NM
Impact of acquisition-related costs (1)	(12,548)			(12,585)			37		0.3
Impact of bad debt reserve adjustments (2)	—			2,592			(2,592)		NM
Operating expenses adjusted for Certain Items (Non-GAAP)	$	1,731,201		$	1,696,686		$	34,515	2.0	%
Operating income (GAAP)	$	940,971		$	905,712		$	35,259	3.9	%
Impact of restructuring and transformational project costs	55			(48)			103		NM
Impact of acquisition-related costs (1)	12,548			12,585			(37)		(0.3)
Impact of bad debt reserve adjustments (2)	—			(2,592)			2,592		NM
Operating income adjusted for Certain Items (Non-GAAP)	$	953,574		$	915,657		$	37,917	4.1	%
INTERNATIONAL FOODSERVICE OPERATIONS
Sales (GAAP)	$	3,683,210		$	3,283,735		$	399,475	12.2	%
Impact of currency fluctuations (3)	(105,503)			—			(105,503)		(3.2)
Comparable sales using a constant currency basis (Non-GAAP)	$	3,577,707		$	3,283,735		$	293,972	9.0	%
Gross profit (GAAP)	$	732,039		$	649,265		$	82,774	12.7	%
Impact of currency fluctuations (3)	(26,711)			—			(26,711)		(4.1)
Comparable gross profit using a constant currency basis (Non-GAAP)	$	705,328		$	649,265		$	56,063	8.6	%
Gross margin (GAAP)	19.88		%	19.77		%			11 bps
Impact of currency fluctuations (3)	(0.17)			—					-17 bps
Comparable gross margin using a constant currency basis (Non-GAAP)	19.71		%	19.77		%			-6 bps
Operating expenses (GAAP)	$	638,556		$	562,285		$	76,271	13.6	%
Impact of restructuring and transformational project costs (4)	(5,803)			(3,907)			(1,896)		(48.5)
Impact of acquisition-related costs (5)	(16,897)			(16,014)			(883)		(5.5)
Operating expenses adjusted for Certain Items (Non-GAAP)	615,856			542,364			73,492		13.6
Impact of currency fluctuations (3)	(25,417)			—			(25,417)		(4.7)
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	590,439		$	542,364		$	48,075	8.9	%
Operating income (GAAP)	$	93,483		$	86,980		$	6,503	7.5	%
Impact of restructuring and transformational project costs (4)	5,803			3,907			1,896		48.5
Impact of acquisition-related costs (5)	16,897			16,014			883		5.5
Operating income adjusted for Certain Items (Non-GAAP)	116,183			106,901			9,282		8.7
Impact of currency fluctuations (3)	(1,294)			—			(1,294)		(1.2)
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	114,889		$	106,901		$	7,988	7.5	%
SYGMA
Operating expenses (GAAP)	$	140,043		$	148,197		$	(8,154)	(5.5)	%
Operating income (GAAP)	12,767			5,696			7,071		NM
OTHER
Operating expenses (GAAP)	$	66,152		$	69,300		$	(3,148)	(4.5)	%
Operating income (GAAP)	11,823			11,538			285		2.5

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	13-Week Period Ended Sep. 30, 2023		13-Week Period Ended Oct. 1, 2022		Change in Dollars		%/bps Change
GLOBAL SUPPORT CENTER
Gross profit (loss) (GAAP)	$	173	$	(7,484)	$	7,657	NM
Impact of inventory valuation adjustment (6)	—		(2,571)		2,571		NM
Gross profit (loss) adjusted for Certain Items (Non-GAAP)	$	173	$	(10,055)	$	10,228	NM
Operating expenses (GAAP)	$	255,635	$	265,641	$	(10,006)	(3.8)	%
Impact of restructuring and transformational project costs (7)	(13,817)		(7,786)		(6,031)		(77.5)
Impact of acquisition-related costs (8)	(1,593)		(855)		(738)		(86.3)
Operating expenses adjusted for Certain Items (Non-GAAP)	$	240,225	$	257,000	$	(16,775)	(6.5)	%
Operating loss (GAAP)	$	(255,462)	$	(273,125)	$	17,663	6.5	%
Impact of inventory valuation adjustment (6)	—		(2,571)		2,571		NM
Impact of restructuring and transformational project costs (7)	13,817		7,786		6,031		77.5
Impact of acquisition-related costs (8)	1,593		855		738		86.3
Operating loss adjusted for Certain Items (Non-GAAP)	$	(240,052)	$	(267,055)	$	27,003	10.1	%

(1)	Fiscal 2024 and fiscal 2023 include intangible amortization expense and acquisition costs.
(2)	Fiscal 2023 represents the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(3)	Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on current year results.
(4)	Includes restructuring costs primarily in Europe.
(5)	Represents intangible amortization expense.
(6)	Fiscal 2023 represents an adjustment to a product return allowance, related to COVID-related personal protection equipment inventory.
(7)	Includes various transformation initiative costs, primarily consisting of changes to our business technology strategy.
(8)	Represents due diligence costs.
	NM represents that the percentage change is not meaningful.

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EBITDA and Adjusted EBITDA

EBITDA and adjusted EBITDA should not be used as a substitute for the most comparable GAAP measure in assessing Sysco’s overall financial performance for the periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Key Performance Indicators” contained in our fiscal 2023 Form 10-K for discussions regarding this non-GAAP performance metric. Set forth below is a reconciliation of actual net earnings to EBITDA and to adjusted EBITDA results for the periods presented (dollars in thousands):

	13-Week Period Ended Sep. 30, 2023		13-Week Period Ended Oct. 1, 2022		Change in Dollars		% Change
Net earnings (GAAP)	$	503,392	$	465,568	$	37,824	8.1	%
Interest (GAAP)	134,334		124,150		10,184		8.2
Income taxes (GAAP)	159,216		129,334		29,882		23.1
Depreciation and amortization (GAAP)	206,007		188,924		17,083		9.0
EBITDA (Non-GAAP)	$	1,002,949	$	907,976	$	94,973	10.5	%
Certain Item adjustments:
Impact of inventory valuation adjustment (1)	$	—	$	(2,571)	$	2,571	NM
Impact of restructuring and transformational project costs (2)	18,833		10,509		8,324		79.2
Impact of acquisition-related costs (3)	2,629		3,546		(917)		(25.9)
Impact of bad debt reserve adjustments (4)	—		(2,592)		2,592		NM
EBITDA adjusted for Certain Items (Non-GAAP) (5)	$	1,024,411	$	916,868	$	107,543	11.7	%

(1)	Fiscal 2023 represents an adjustment to a product return allowance, related to COVID-related personal protection equipment inventory.
(2)	Fiscal 2024 and fiscal 2023 include charges related to restructuring and severance, as well as various transformation initiative costs, primarily consisting of changes to our business technology strategy, excluding charges related to accelerated depreciation.
(3)	Fiscal 2024 and fiscal 2023 include acquisition and due diligence costs.
(4)	Fiscal 2023 represents the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(5)	In arriving at adjusted EBITDA, Sysco does not adjust out interest income of $12 million and $3 million or non-cash stock compensation expense of $24 million and $27 million in fiscal 2024 and fiscal 2023, respectively.
	NM represents that the percentage change is not meaningful.

Liquidity and Capital Resources

Highlights

We produced negative free cash flow, impacted by higher capital expenditures, timing and historical seasonality, and investments towards our Recipe for Growth strategy. In the table that follows, free cash flow for each period presented is reconciled to net cash provided by operating activities and comparisons of the significant cash flows from the first 13 weeks of fiscal 2024 to the first 13 weeks of fiscal 2023 are provided.

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	13-Week Period Ended Sep. 30, 2023		13-Week Period Ended Oct. 1, 2022
Source of cash (use of cash)	(In thousands)
Net cash provided by operating activities (GAAP)	$	87,152	$	158,606
Additions to plant and equipment	(171,364)		(167,260)
Proceeds from sales of plant and equipment	11,012		22,448
Free Cash Flow (Non-GAAP) (1)	$	(73,200)	$	13,794
Acquisition of businesses, net of cash acquired	$	(219,264)	$	(32,651)
Debt borrowings (repayments), net	407,229		137,959
Stock repurchases	(99,974)		(267,727)
Dividends paid	(252,880)		(249,294)

(1) Free cash flow should not be used as a substitute for the most comparable GAAP measure in assessing the company’s liquidity for the periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Key Performance Indicators” contained in our fiscal 2023 Form 10-K for discussions regarding this non-GAAP performance metric.

Sources and Uses of Cash

Sysco generates cash in the U.S. and internationally. As of September 30, 2023, we had $569.1 million in cash and cash equivalents, approximately 92% of which was held by our international subsidiaries. Sysco’s strategic objectives are funded primarily by cash from operations and external borrowings. Traditionally, our operations have produced significant cash flow and, due to our strong financial position, we believe that we will continue to be able to effectively access capital markets, as needed. Cash is generally allocated to working capital requirements, investments compatible with our overall growth strategy (organic and inorganic), debt management, and shareholder return. Remaining cash balances are invested in high-quality, short-term instruments.

We believe our cash flow from operations, the availability of liquidity under our commercial paper program and our revolving credit facility, and our ability to access capital from financial markets will be sufficient to meet our anticipated cash requirements for more than the next 12 months, while maintaining sufficient liquidity for normal operating purposes.

Cash Flows

Operating Activities

We generated $87.2 million in cash flows from operations in the first 13 weeks of fiscal 2024, compared to cash flows from operations of $158.6 million in the first 13 weeks of fiscal 2023. In the first 13 weeks of fiscal 2024, these amounts included year-over-year unfavorable comparisons on working capital of $85.8 million due to an unfavorable comparison on accounts payable, partially offset by a favorable comparison on accounts receivable and inventory. Accrued expenses also had an unfavorable comparison, primarily from accrued payroll in the first 13 weeks of fiscal 2024 in comparison to the first 13 weeks of fiscal 2023. Income taxes negatively impacted cash flows from operations, as estimated payments made in the first 13 weeks of fiscal 2024 increased compared to the first 13 weeks of fiscal 2023.

Investing Activities

Our capital expenditures in the first 13 weeks of fiscal 2024 consisted primarily of investments in buildings and building improvements, technology equipment, warehouse equipment, and fleet. Our capital expenditures in the first 13 weeks of fiscal 2024 were $4.1 million higher than in the first 13 weeks of fiscal 2023, as we made investments to advance our Recipe for Growth strategy.

During the first 13 weeks of fiscal 2024, we paid $219.3 million, net of cash acquired, for acquisitions compared to $32.7 million in acquisitions made in the first 13 weeks of fiscal 2023.

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Financing Activities

Equity Transactions

Proceeds from exercises of share-based compensation awards were $17.4 million in the first 13 weeks of fiscal 2024, as compared to $24.6 million in the first 13 weeks of fiscal 2023. The level of option exercises, and thus proceeds, will vary from period to period and is largely dependent on movements in our stock price and the time remaining before option grants expire.

In May 2021, our Board of Directors approved a share repurchase program to authorize the repurchase of up to $5.0 billion of the company’s common stock, which will remain available until fully utilized. We repurchased 1,382,947 shares for $100.0 million during the first 13 weeks of fiscal 2024, and intend to repurchase $750.0 million in fiscal 2024. As of September 30, 2023, we had a remaining authorization of approximately $3.9 billion. We repurchased 319,375 additional shares for $20.4 million under our authorization through October 13, 2023.

Dividends paid in the first 13 weeks of fiscal 2024 were $252.9 million, or $0.50 per share, as compared to $249.3 million, or $0.49 per share, in the first 13 weeks of fiscal 2023. In August 2023, we declared our regular quarterly dividend for the first quarter of fiscal 2024 of $0.50 per share, which was paid in October 2023.

Debt Activity and Borrowing Availability

Our debt activity, including issuances and repayments, if any, and our borrowing availability are described in Note 8, “Debt,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q. Our outstanding borrowings as of September 30, 2023 are disclosed within that note.

Guarantor Summarized Financial Information

On January 19, 2011, the wholly owned U.S. Broadline subsidiaries of Sysco Corporation, which distribute a full line of food products and a wide variety of non-food products, at that time entered into full and unconditional guarantees of all outstanding senior notes and debentures of Sysco Corporation. All subsequent issuances of senior notes and debentures in the U.S. and borrowings under the company’s $3.0 billion long-term revolving credit facility have also been guaranteed by these subsidiaries. As of September 30, 2023, Sysco had a total of $9.5 billion in senior notes, debentures and borrowings under the long-term revolving credit facility that were guaranteed by these subsidiary guarantors. Our remaining consolidated subsidiaries (non-guarantor subsidiaries) are not obligated under the senior notes indenture, debentures indenture or our long-term revolving credit facility. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” contained in our fiscal 2023 Form 10-K for additional information regarding the terms of the guarantees.

Basis of Preparation of the Summarized Financial Information

The summarized financial information of Sysco Corporation (issuer), and certain wholly owned U.S. Broadline subsidiaries (guarantors) (together, the obligor group) is presented on a combined basis with intercompany balances and transactions between entities in the obligor group eliminated. Investments in and equity in the earnings of our non-guarantor subsidiaries, which are not members of the obligor group, have been excluded from the summarized financial information. The obligor group’s amounts due to, amounts due from and transactions with non-guarantor subsidiaries have been presented in separate line items, if they are material to the obligor financials. The following tables include summarized financial information of the obligor group for the periods presented.

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Combined Parent and Guarantor Subsidiaries Summarized Balance Sheet	Sep. 30, 2023		Jul. 1, 2023
	(In thousands)
ASSETS
Receivables due from non-obligor subsidiaries	$	272,246	$	321,476
Current assets	5,723,242		5,149,509
Total current assets	$	5,995,488	$	5,470,985
Notes receivable from non-obligor subsidiaries	$	109,020	$	108,380
Other noncurrent assets	4,356,920		4,254,145
Total noncurrent assets	$	4,465,940	$	4,362,525
LIABILITIES
Payables due to non-obligor subsidiaries	$	139,794	$	71,175
Other current liabilities	2,210,744		2,305,435
Total current liabilities	$	2,350,538	$	2,376,610
Notes payable to non-obligor subsidiaries	$	239,892	$	240,874
Long-term debt	10,148,155		9,793,541
Other noncurrent liabilities	1,213,561		1,121,884
Total noncurrent liabilities	$	11,601,608	$	11,156,299

Combined Parent and Guarantor Subsidiaries Summarized Results of Operations		13-Week Period Ended Sep. 30, 2023
	(In thousands)
Sales		$	12,311,637
Gross profit		2,262,288
Operating income		663,645
Interest expense from non-obligor subsidiaries		2,698
Net earnings		387,862

Critical Accounting Policies and Estimates

Critical accounting policies and estimates are those that are most important to the portrayal of our financial position and results of operations. These policies require our most subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. We have reviewed with the Audit Committee of the Board of Directors the development and selection of the critical accounting policies and estimates and this related disclosure. Our most critical accounting policies and estimates pertain to goodwill and intangible assets, income taxes, company-sponsored pension plans and inventory valuation, which are described in Item 7 of our fiscal 2023 Form 10-K.

Forward-Looking Statements

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

•our expectations of an improving market over the course of fiscal 2024;

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

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

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

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

•our expectations regarding our fiscal 2024 sales and our rate of sales growth in fiscal 2024 and the three years of our long-range plan;

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

•our expectations regarding gross margins in fiscal 2024;

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

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

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

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

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

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

•estimates regarding the outcome of legal proceedings;

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

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

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

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

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

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

•our expectations regarding our effective tax rate in fiscal 2024;

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

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

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

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

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

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

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

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These statements are based on management’s current expectations and estimates; actual results may differ materially due in part to the risk factors set forth below, those within Part II, Item 1A of this Form 10-Q and those discussed in Item 1A of our fiscal 2023 Form 10-K:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

•the potential impact of product liability claims;

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

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

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

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

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

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

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

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

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

•the risk of negative impacts to our business and our relationships with customers from a cybersecurity incident and/or other technology disruptions;

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

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

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

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

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

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

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

For a more detailed discussion of factors that could cause actual results to differ from those contained in the forward-looking statements, see the risk factors discussion contained in Item 1A of our fiscal 2023 Form 10-K and in Item 1A of Part II of this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our market risks consist of interest rate risk, foreign currency exchange rate risk, fuel price risk and investment risk. For a discussion on our exposure to market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risks” in our fiscal 2023 Form 10-K. There have been no significant changes to our market risks since July 1, 2023.

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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 September 30, 2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Sysco’s disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives. Based on the evaluation of our disclosure controls and procedures as of September 30, 2023, our chief executive officer and chief financial officer concluded that, as of such date, Sysco’s disclosure controls and procedures were effective at the reasonable assurance level.

There have been no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fiscal quarter ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

Environmental Matters

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

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

Item 1A.  Risk Factors

For a discussion of our risk factors, see the section entitled “Risk Factors” in our 2023 Annual Report on Form 10-K.

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

Recent Sales of Unregistered Securities

None

Issuer Purchases of Equity Securities

We made the following share repurchases during the first quarter of fiscal 2024:

ISSUER PURCHASES OF EQUITY SECURITIES
Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
Month #1
July 2 - July 29	292,233	$	74.37	292,233	—
Month #2
July 30 - August 26	593,685	73.18		593,685	—
Month #3
August 27 - September 30	497,029	69.96		497,029	—
Totals	1,382,947	$	72.28	1,382,947	—

(1)	The total number of shares purchased includes no shares tendered by individuals in connection with stock option exercises in Month #1, Month #2 or Month #3.
(2)	See the discussion in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Equity Transactions” for additional information regarding Sysco’s share repurchase program.

In May 2021, our Board of Directors approved a share repurchase program to authorize the repurchase of up to $5.0 billion of the company’s common stock, which will remain available until fully utilized.

We repurchased 1,382,947 shares for $100.0 million during fiscal 2024. As of September 30, 2023, we had a remaining authorization of approximately $3.9 billion. We purchased 319,375 additional shares under our authorization through October 13, 2023.

Item 3.  Defaults Upon Senior Securities

None

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Item 4.  Mine Safety Disclosures

Not applicable

Item 5.  Other Information

Insider Trading Arrangements and Policies

The table below shows the outstanding plans or other arrangements (each, a (Plan)) providing for the purchase and/or sale of Sysco securities by Sysco’s directors and Section 16 officers, including those Plans adopted or terminated during the quarter ended September 30, 2023:

Name	Title	Action	Date	Trading Arrangement		Number of Securities Converted	Expiration Date (4)
				Rule 10b5-1 (1)	Non-Rule 10b5-1 (2)
Kevin Hourican	President and Chief Executive Officer	Adopt	May 4, 2023	X		75,019 shares to be sold	March 1, 2024
Greg Bertrand	Executive Vice President, US Foodservice Operations	Adopt	February 15, 2023	X		92,145 shares to be sold (3)	December 31, 2024
Neil Russell	Senior Vice President, Corporate Affairs and Chief Administrative Officer	Adopt	February 14, 2023	X		1,056 shares to be sold 1,000 shares to be acquired and held upon the exercise of vested stock options	December 29, 2023
Scott Stone	Vice President, Financial Reporting and former Interim Chief Accounting Officer	Adopt	February 6, 2023	X		21,884 shares to be sold	March 7, 2024

(1)	Intended to satisfy the affirmative defense conditions of SEC Rule 10b5-1(c).
(2)	Non-Rule Rule 10b5-1 trading arrangement as defined in Item 408 of Regulation S-K.
(3)	The shares reported for Mr. Bertrand include 3,444 shares directly held by Mr. Bertrand’s children and covered under three separate trading plans with identical adoption and expiration dates.
(4)	Each Plan terminates on the earlier of: (i) the expiration date listed in the table above; (ii) the first date on which all trades set forth in the Plan have been executed; or (iii) such date the Plan is otherwise terminated according to its terms.

Item 6.  Exhibits

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

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EXHIBIT INDEX

3.1	—	Restated Certificate of Incorporation, incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).
3.2	—	Certificate of Amendment to Restated Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(e) to Form 10-Q for the quarter ended December 27, 2003 (File No. 1-6544).
3.3	—	Form of Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(c) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).
3.4	—	Amended and Restated Bylaws of Sysco Corporation dated June 21, 2023, incorporated by reference to Exhibit 3.1 to the Form 10-K filed on June 23, 2023 (File No. 1-6544).
10.1†#	—	Sysco Corporation Annual Incentive Program (AIP) for Fiscal Year 2024 adopted effective July 31, 2023.
10.2†#	—	Form of Stock Option Grant Agreement (Fiscal Year 2024) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan.
10.3†#	—	Form of Restricted Stock Unit Grant Agreement (Fiscal Year 2024) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan.
10.4†#	—	Form of Performance Share Unit Grant Agreement (Fiscal Year 2024) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan.
10.5†#	—	Form of Protective Covenants Agreement for Executive Vice Presidents and Senior Vice Presidents.
10.6†	—	Summary of Named Executive Officer Compensation, incorporated by reference to the section entitled “Executive Compensation” in the Sysco Corporation Proxy Statement filed on October 5, 2023 (File No. 1-6544).
10.7†#	—	Letter Agreement, dated as of September 29, 2023, by and between Jennifer L. Johnson and Sysco Corporation.
10.8†#	—	Letter Agreement, dated as of October 2, 2023, by and between Judith S. Sansone and Sysco Corporation.
22.1	—	Subsidiary Guarantors and Issuers of Guaranteed Securities, incorporated by reference to Exhibit 22.1 to the Form 10-K for the year ended July 2, 2022 filed on August 26, 2022 (File No. 1-6544).
31.1#	—	CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2#	—	CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1#	—	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2#	—	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH#	—	Inline XBRL Taxonomy Extension Schema Document
101.CAL#	—	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF#	—	Inline XBRL Taxonomy Extension Definition Linkbase Document

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101.LAB#	—	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE#	—	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	—	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

___________

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

# Filed herewith

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SIGNATURES

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

		Sysco Corporation
		(Registrant)
Date: October 31, 2023	By:	/s/ KEVIN P. HOURICAN
		Kevin P. Hourican
		President and Chief Executive Officer
Date: October 31, 2023	By:	/s/ KENNY K. CHEUNG
		Kenny K. Cheung
		Executive Vice President and
		Chief Financial Officer
Date: October 31, 2023	By:	/s/ JENNIFER L. JOHNSON
		Jennifer L. Johnson
		Senior Vice President and
		Chief Accounting Officer

EX-10.1

Exhibit 10.1

Sysco Corporation

Annual Incentive Program

Fiscal Year 2024

This SYSCO CORPORATION ANNUAL INCENTIVE PROGRAM (the “Program”) was adopted by the Compensation and Leadership Development Committee (the “Committee”) of the Board of Directors (the “Board”) of Sysco Corporation (the “Company”) pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan (the “Plan”) on July 31, 2023, and shall be effective for the Company’s fiscal year ending June 29, 2024 (the “Program Period”). The Program is designed to recognize and reward performance against established Company-wide and/or divisional or unit financial and strategic targets.Participants are eligible to receive incentive awards based on their individual performance and the performance of the Company. Capitalized terms used, but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

1.Definitions.

(A)Participant: Those persons who are: 1) Senior Officers (as defined in the Committee’s Charter), and 2) other employees of the Company or its subsidiaries designated by the Committee, in its sole discretion. Participants must be hired on or before April 30 of the Program Period, or another date in the sole discretion of the Committee. The Committee may remove a Participant from this Program with or without cause at any time during the Program Period, and the Participant shall not be entitled to any bonus under this Program for the Program Period regardless of when during the Program Period such Participant is removed.

(B)Bonus Target Amount: Participant’s target bonus percentage, as determined by the Committee for the Program Period multiplied by the Participant’s base salary in effect as of the end of the Program Period, subject to pro-ration, in the sole discretion of the Committee, in the event of a change in the Participant’s base salary during the Program Period.

(C)Individual Performance: Participant’s individual performance during the Performance Period with regard to the Company’s financial and strategic goals, as well as the Participant’s individual growth and development goals, in each case as established by the Committee.

(D)Bonus Award: The sum of the Company Business Objectives and the Strategic Business Objectives subject to a modifier for the Participant’s Individual Performance that is payable to the Participant under the Program.

2.Program Design. The terms and conditions of the Program shall be established by the Committee and, among other things, may include two separate categories of performance factors for the Program Period: (i) Company financial or operational objectives (“Company Business Objectives”) and (ii) strategic objectives (“Strategic Business Objectives”). In general, a Participant’s Bonus Award will be based on the Committee’s determination with respect to the achievement of the Company Business Objectives and Strategic Business Objectives, subject to a modifier for the Participant’s Individual Performance. The amount of the payout will be interpolated between threshold, target, and maximum performance levels, unless otherwise determined by the Committee provided, however, that the Committee may determine, in its sole discretion, that no payouts will be made for performance below target performance goals.

3.Calculation of Bonus Award.

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

(B)Individual Performance Modifier. Attainment of Individual Performance shall be determined by the Committee within sixty (60) days after the end of the Program Period and act as a modifier (based on the scale established by the Committee), which enables the bonus to be modified, positively or negatively.

(C)Committee Discretion. The Committee shall have sole discretion to determine the threshold, target and maximum performance metrics, the Individual Performance modifier scale and the respective payout percentages. Notwithstanding any other provision in the Program to the contrary, the Committee shall have the right, in its sole discretion, to reduce or increase the amount otherwise payable

to a Participant based on the Participant’s individual performance or any other factors that the Committee deems appropriate.

(D)General Rules Regarding Annual Incentive Award Calculation.

i.Consistent Accounting. In determining whether or not the results of operations for the Performance Period result in a Bonus Award, Company accounting practices and, except as otherwise modified in this Program, GAAP shall be applied on a basis consistent with prior periods, and such determination shall be based on the calculations made by the Company, approved (in the case of Senior Officers) by the Committee and binding on each Participant. Notwithstanding the foregoing, if there is any material change in GAAP during a Program Period that results in a material change in accounting for the revenues or expenses of the Company, the calculations of the Bonus Award for such Program Period (the “GAAP Change Year”) shall be made as if such change in GAAP had not occurred during the GAAP Change Year. In determining the Bonus Award for the year following a GAAP Change Year, the calculation shall be made after taking into account such change in GAAP.

ii.Maximum Bonus. Subject to Section 6 as to Senior Officers, and notwithstanding any other provision in this Program to the contrary, in no event shall any Participant be entitled to a Bonus Award under this Program in excess of 200% of such Participant’s target incentive for the Program Period.

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

iv.Pro-ration. A Participant’s Bonus Award is subject to pro-ration, in the sole discretion of the Committee, utilizing all events and associated dates on a Participant’s employment record during the relevant Program Period, including any and all changes in base salary (merit, promotion, market adjustment, job change and any other base rate changes), any and all changes in target bonus percentage, any and all changes in Participant eligibility, employment status, or measurement basis.

v.Rehires. If a Participant is terminated for any reason and rehired within the Program Period, only the eligibility from the time of the rehire date forward will be considered for payment under the Program. If the rehire date is after April 30 of the Program Period, or another date in the sole discretion of the Committee, the Participant will not be eligible for a Bonus Award for the Program Period.

4.Payment. Within sixty (60) days following the end of the Program Period, the Company shall determine, and, in the case of Senior Officers, the Committee shall approve, the amount of any Bonus Award earned by each Participant under this Program. Such Bonus Award shall be payable in the manner, at the times and in the amounts provided in the Program, but no laterthan two and one-half months following the end of the Program Period in which such Bonus Award was earned (the “Payment Date”). To receive payment of the Bonus Award, a Participant must be actively employed by the Company as of the Payment Date except for when Participant’s employment with the Company terminates as a result of death or of a Retirement in Good Standing, which in the United States and Canada, shall mean termination of employment after the date the Participant first (A) reaches age 55 and the Participant has 10 or more years of service with the Company and an Affiliated Company, or (B) reaches age 65, regardless of years of service with the Company and an Affiliated Company; and in all other jurisdictions, retirement as determined by the Committee in its sole discretion. Retirement in Good Standing shall also mean the Participant has not been terminated for cause.

5.Clawback of Bonus. Any and all bonuses or other amounts paid to a Participant pursuant to the Program shall be subject to the Company’s Incentive Payment Clawback Policy, and any clawback policies required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing applicable stock exchange listing standards or rules and regulations thereunder, or as otherwise required by law or regulation.

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

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

8.Treatment Upon Change in Control.

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

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

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

9.Program Administration.

(A)Committee. The authority to manage the operation of and administer the Program shall be vested in the Committee. The Committee’s administration of the Program shall be subject to the following:

i.The Committee will have authority and discretion to select from among the eligible Participants those persons who shall receive Bonus Awards and to establish the terms, conditions, performance criteria, restrictions, and other provisions under the Program.

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

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

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

(B)Delegation of Authority. The Committee shall exercise full authority to make final determinations with respect to Bonus Awards granted under the Program to Senior Officers. However, pursuant to Section 2.3 of the Plan, the Committee, in its discretion, may delegate authority under this Program, including, but not limited to the authority to determine the target, minimum and maximum performance levels applicable to Participants and the related payments to Participants who are not Senior Officers.

10.Program Operation.

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(A)Tax Withholding. All payments made under the Program are subject to withholding of all applicable taxes.

(B)Limitation of Implied Rights.

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

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

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

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

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

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

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

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EX-10.2

Exhibit 10.2

SYSCO CORPORATION

STOCK OPTION AGREEMENT

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

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

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

The Optionee must accept the Option in accordance with and subject to the terms and conditions of this Agreement and the Plan, acknowledge that he or she has read this Agreement and the Plan, and agrees to be bound by this Agreement, the Plan and the actions of the Committee. The Optionee shall indicate his or her acceptance of this Agreement, in the method directed by the Company. If he or she does not do so prior to90 days from the Grant Date, then the Company may declare the Option null and void at any time. Also, in the unfortunate event that death occurs before this Agreement has been accepted, this Option will be voided, which means the Award will terminate automatically and cannot be transferred to the Optionee’s heirs pursuant to the Optionee’s will or the laws of descent and distribution.

TERMS AND CONDITIONS

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

2.Vesting. The Option will vest on the dates set forth in Appendix B, subject to any acceleration provisions contained in the Plan or otherwise set forth in this Agreement and the Optionee’s continuous employment or service with the Company or any of its Subsidiaries from the Grant Date through the applicable vesting date (each date on which a portion of the Option will vest pursuant to this Agreement, a “Vesting Date”). The Option shall continue to vest as if active employment continued for the entire vesting period if employment terminates as a result of a Retirement in Good Standing (as defined in Section 19, below).

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

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

5.Accelerated Vesting Events. The Option awarded pursuant to this Agreement will vest according to the schedule set forth in Appendix B, subject to the Optionee’s continuous service with the Company or one of its Subsidiaries through each applicable Vesting Date. Notwithstanding the foregoing, provided that the Optionee has been in continuous service with the Company or one of its Subsidiaries since the Grant Date through the date of termination of his or her employment or service: (a) the Option shall remain in effect and continue to vest according to the vesting schedule set forth in Appendix B, irrespective of the continuous service limitations set forth in the first sentence of this Section 5, upon the occurrence of the Optionee’s termination of employment or service by reason of Disability (as defined in Section 19); and (b) the Option shall immediately vest upon the occurrence of: (i) a “Change in Control Termination” (as defined in Section 19) in

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accordance with Section 4.2(h)(ii) of the Plan; or (ii) the Optionee’s termination of employment or service by reason of death.

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

7.Method of Exercise. At the time or times when the Optionee wishes to exercise the Option, the Optionee shall be required to follow the procedures established for doing so, which the Committee may revise from time to time. Notice of exercise of the Option must be accompanied by a payment equal to the applicable Option exercise price plus all Tax-Related Items (as defined below) required to be withheld, collected or accounted for, if any, such amount to be paid in cash or by tendering, either by actual delivery of shares of Stock or by attestation, shares of Stock that are acceptable to the Committee, such shares to be valued at Fair Market Value as of the day the shares are tendered, or paid in any combination of cash and shares, as determined by the Committee. To the extent permitted by applicable law and the policies adopted from time to time by the Committee, the Optionee may elect to pay the exercise price through the contemporaneous sale by a third party broker of shares of Stock acquired upon exercise yielding net sales proceeds equal to the exercise price and any withholding Tax-Related Items required to be withheld, collected or account for and the remission of those sale proceeds to the Company.

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

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

9.Responsibility for Taxes.

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

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

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

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

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

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

c.Notwithstanding the foregoing in Section 9(b), if the Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-2 promulgated thereunder, the Company will withhold in shares of Stock unless the use of such withholding method is problematic under applicable law or has materially adverse accounting or tax consequences, in which case, the withholding obligation may be satisfied by one or a combination of methods set forth in Section 9(b)(i) and (ii).

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

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

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

10.Plan Administration.The Option described in this Agreement has been granted subject to the terms of the Plan, and the shares deliverable to the Optionee in connection with an Option will be from the shares available for grant pursuant to the terms of the Plan.Any change, interpretation, determination or modification of this Agreement by the Compensation and Leadership Development Committee (the “Committee”) shall be final and conclusive for all purposes and on all persons including the Company and the Optionee; provided, however, that with respect to any amendment or modification of the Plan which affects the Option made hereby, the Committee shall have determined that such amendment or modification is in the best interests of the Optionee of such Option. The Committee has the exclusive discretionary authority to make findings of fact, conclusions, and determinations regarding the interpretation of the Agreement or relevant Plan provisions or the administration of the Option (including, but not limited to determining exchange rates for Option settlement), and will have the exclusive and final authority to determine all calculations of all Option amounts. The Committee has the exclusive authority to establish administrative procedures to implement the terms of the Option. Any such procedure will be conclusive and binding on Participant.

11.Post-Employment Covenants.

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

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defined below) in the event the Optionee breaches any post-employment or post-service covenant with the Company and/or any of its Subsidiaries.

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

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

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

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

12.Clawback. The Award shall be subject to the Company’s Incentive Payment Clawback Policy, and any clawback policies required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing applicable stock exchange listing standards or rules and regulations thereunder, or as otherwise required by law or regulation.

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

14.Modification. If any of the terms of this Agreement may, in the opinion of the Company, conflict or be inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, the Company reserves the right to modify this Agreement to be consistent with applicable laws or regulations. If all or any part or application of the provisions of this Agreement are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between Optionee and the Company, each and all of the other provisions of this Agreement shall remain in full force and effect. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought, except where specifically provided to the contrary herein. Neither the Committee nor the Company will be liable to the Optionee for any additional personal tax or other adverse consequences of any modifications to the Option.

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

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

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The Optionee understands that Data will be transferred, for the purposes of implementing, administering and managing the Optionee’s participation in the Plan, to such equity plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Optionee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., Canada, the United Kingdom, France or other location) may have data privacy laws and protections which provide standards of protection that are different to or lower than the standards provided by the data privacy laws in the Optionee’s country. The Optionee understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Optionee authorizes the Company, the Company’s equity service plan provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. The Optionee understands that Data will be held only as long as is necessary to implement, administer and manage the Optionee’s participation in the Plan. The Optionee understands if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to or deletion of Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Optionee understands that he or she is providing the consents herein on a purely voluntary basis. If the Optionee does not consent, or if the Optionee later seeks to revoke his or her consent, his or her employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Optionee’s consent is that the Company would not be able to grant the Optionee Options or other equity awards or administer or maintain such awards. Therefore, the Optionee understands that refusing or withdrawing his or her consent may affect the Optionee’s ability to participate in the Plan. For more information on the consequences of the Optionee’s refusal to consent or withdrawal of consent, the Optionee understands that he or she may contact his or her local human resources representative.

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

16.Optionee Acknowledgements. In accepting the Option, the Optionee acknowledges, understands and agrees that:

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

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

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

d.participation in this Plan or program is voluntary;

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

f.this Option, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any

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termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;

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

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

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

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

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

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

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

18.Entire Agreement; Severability.The Plan and this Agreement set forth the entire understanding between the Optionee, the Employer, the Company and any Subsidiary regarding the acquisition of the Stock and supersedes all prior oral and written agreements pertaining to this Option. If all or

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any part of the provisions of this Agreement are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between the Optionee and the Company, each and all of the other provisions of the Agreement shall remain in full force and effect.

19.Definitions. For purposes of this Agreement:

(a)     “Retirement in Good Standing” means:

(i)in the United States and Canada, termination of employment either voluntarily or involuntarily, other than for Cause, after the date the Optionee reaches (A) age 55 and the Optionee has 10 or more years of service with the Company and its Subsidiaries, or (B) age 65, regardless of years of service with the Company and its Subsidiaries; or in all other jurisdictions, retirement, as determined by the Committee in its sole discretion;

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

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

a.“Disability” means:

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

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

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

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

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

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

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

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

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

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

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

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

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SYSCO CORPORATION

STOCK OPTION AGREEMENT

APPENDIX A

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

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

This Appendix A also includes information regarding securities, exchange control and certain other tax or legal issues of which the Optionee should be aware with respect to the Optionee’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of July 2023. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Optionee not rely on the information in this Appendix A as the only source of information relating to the consequences of the Optionee’s participation in the Plan because the information may be out of date when the Option vests, Stock are issued to the Optionee and/or the Optionee sells Stock acquired under the Plan.

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

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

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

Data Privacy. If the Optionee resides and/or is employed in the EU/EEA/UK, Section 15 of the Agreement shall be replaced with the following:

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

Definitions.

“Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in the EU and UK, including the EU GDPR; the UK GDPR; any laws or regulations ratifying, implementing, adopting, supplementing or replacing the UK GDPR, including the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as amended by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426); all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data; and any mandatory guidance and codes of practice issued by the Information Commissioner’s Office and applicable to a party, in each case as amended, supplemented, replaced or superseded from time to time.

“Controller,” “Data Subject,” “Personal Data,” “Processing” and “Supervisory Authority” shall have the respective meanings given to them in the EU GDPR.

“EU GDPR” means the General Data Protection Regulation (EU) 2016/679.

“EU Non-Adequate Country” means a country which does not have an adequacy decision made in its favour by the European Commission pursuant to Data Protection Laws.

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“EU SCCs” means the standard contractual clauses for the transfer of Personal Data from Controllers to Controllers established in third countries where the EU GDPR applies, pursuant to Regulation (EU) 2016/679 as set out in the Annex to the European Commission’s Implementing Decision (EU) 2021/914, or such alternative clauses as may be approved by the European Commission from time to time.

“UK Addendum” means where the UK GDPR applies, Version B1.0 of the Information Commissioner’s Office’s International Data Transfer Addendum to EU Commission Standard Contractual Clauses, or such alternative clauses as may be approved by the UK from time to time.

“UK GDPR” means the EU GDPR as incorporated into United Kingdom law by virtue of section 3 of the UK’s European Union (Withdrawal) Act 2018.

“UK Non-Adequate Country” means a country which does not have an adequacy decision made in its favour by the UK government pursuant to Data Protection Laws.

(a)Data Collection and Usage. Pursuant to applicable Data Protection Laws, the Optionee is hereby notified that the Company collects, processes and uses certain Personal Data about the Optionee for the purpose of implementing, administering and managing the Plan and generally administering equity awards; specifically, including the Optionee’s name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Stock or directorships held in the Company, and details of all Awards or any entitlement to shares of Stock awarded, canceled, exercised, vested, or outstanding in the Optionee’s favor, which the Company receives from the Optionee or the Employer. In granting the Awards under the Plan, the Company will collect the Optionee’s Personal Data for purposes of allocating shares of Stock and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing and use of the Optionee’s Personal Data is that it is necessary for the performance of the Company’s contractual obligations under the Plan and performance of the Agreement. The Optionee’s refusal to provide Personal Data would make it impossible for the Company to perform its contractual obligations and may affect the Optionee’s ability to participate in the Plan. As such, by participating in the Plan, the Optionee voluntarily acknowledges the collection, use, processing and transfer of the Optionee’s Personal Data as described herein. The Company shall implement appropriate technical and organizational security measures to protect the Optionee’s Personal Data.

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

(c)International Data Transfers. The Company and its service providers are based in the United States. The Company can only meet its contractual obligations to the Optionee if the Optionee’s Personal Data is transferred to the United States. The Company’s legal basis for the transfer of the Optionee’s Personal Data to the United States is the performance of contractual obligations to the Optionee. The Company shall have in place such contractual transfer mechanism as may be required under the Data Protection Laws to govern this transfer. Specifically:

a.Where the Optionee’s Personal Data is transferred from the EU to the US, or other EU Non-Adequate Country, the Company shall comply with the EU SCCs.

b.Where the Optionee’s Personal Data is transferred from the UK to the US, or other UK Non-Adequate Country, the Company shall comply with the UK Addendum.

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

(e)Data Subject Rights. The Optionee may have a number of rights under Data Protection Laws in the Optionee’s country of residence. For example, the Optionee’s rights may include the right to (i) request access or copies of Personal Data the Company processes, (ii) request rectification of incorrect or

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incomplete data, (iii) request deletion of data, (iv) place restrictions on or object to processing, (v) lodge complaints with the relevant Supervisory Authority in the Optionee’s country, and/or (vi) request a list with the names and addresses of all recipients of the Optionee’s Personal Data. To receive clarification regarding the Optionee’s rights or to exercise the Optionee’s rights, the Optionee should contact his or her local human resources department.

(f)Privacy Notice. Additional information regarding the Company’s data protection practices are set out in the Company’s Global Employee Data Protection Notice, which is available on the Company’s intranet.

UNITED STATES OF AMERICA

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

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

CANADA

Data Privacy. The following provision supplements Section 15 of the Agreement:

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

Termination of Employment. The following provision supplements Section 16(g) of the Agreement:

‘For purposes of the Option, the Optionee’s employment or service will be considered terminated as of the date the Optionee is no longer actually employed or otherwise rendering services to the Company or, if different, the Subsidiary or Affiliated Company to which the Optionee provides services (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment or other laws or otherwise rendering services or the terms of the Optionee’s employment or other service agreement, if any). Unless otherwise provided in the Agreement or extended by the Company, the Optionee’s right to vest in the Option, if any, will terminate effective as of such date, and the period (if any) during which the Optionee may exercise a vested Option after termination will commence on such date (the “Termination Date”). The Termination Date will not be extended by any common law notice period. Notwithstanding the foregoing, however, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Optionee’s right to vest in the Option under the Agreement, if any, will be allowed to continue for that minimum notice period but then immediately terminate effective as of the last day of the Optionee’s minimum statutory notice period.

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

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

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

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Consentement relatif à la langue utilisée

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

Payment of Exercise Price and Taxes

Notwithstanding anything to the contrary in the Plan or in Sections 7 or 9 of this Agreement, no Tax-Related Items may be paid by delivery of shares of Stock or by having the Company withhold or retain shares of Stock otherwise issuable upon exercise of the Option.

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

Tax Information

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

Securities Law Information

The Optionee is permitted to sell shares of Stock acquired through the Plan subject to certain restrictions on resale imposed by Canadian provincial and territorial securities laws, as applicable. In accordance with the Canadian provincial and territorial resale restrictions, shares of Stock acquired through the Plan, if represented in certificated from shall carry a legend describing the applicable resale restrictions. The Optionee should consult his or her own personal legal advisor in this regard.

Foreign Asset/Account Reporting Information

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

FRANCE

Option Not Qualified

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

Language Consent

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

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

Foreign Asset/Account Information

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

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HONG KONG

Lapse of Restrictions

If, for any reason, shares of Stock are issued to the Optionee within six (6) months of the Grant Date, the Optionee agrees that he or she will not sell or otherwise dispose of any such shares of Stock prior to the six (6)-month anniversary of the Grant Date.

Wages

The Option and shares of Stock subject to the Options do not form part of the Optionee’s wages for the purposes of calculating any statutory or contractual payments under Hong Kong law.

Securities Law

Warning: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. The Optionee is advised to exercise caution in relation to the offer. If the Optionee is in any doubt about any of the contents of this document, the Optionee should obtain independent professional advice. Neither the grant of the Options nor the settlement of the Options upon vesting constitutes a public offering of securities under Hong Kong law and is available only to employees of the Company and its Subsidiaries. This Agreement, the Plan and other incidental communication materials distributed in connection with the Options (i) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, and (ii) are intended only for the personal use of each eligible employee of the Company or its Subsidiaries and may not be distributed to any other person.

IRELAND

Exercise Period. The following provision shall supplement Section 6 of the Agreement:

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

Responsibility for Taxes. The following provision shall supplement Section 9 of the Agreement:

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

Definitions. The following provision shall be inserted as Section 19(b)(ii) of the Agreement (and current subsection (ii) shall be (iii)):

(ii)    in Ireland, (A) in respect of an Optionee that is an Employee, that such Optionee is on medically certified sick leave in accordance with any relevant policy in place within the Company or a Subsidiary and is deemed by the Company or a Subsidiary to have a “disability” for the purposes of

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the Employment Equality Acts 1998–2015; and (B) in respect of an Optionee that is not an Employee, that such Optionee is unable to perform the material and substantial duties that such Optionee was retained by the Company or a Subsidiary to perform and such inability arises due to sickness or injury.

The following provision shall be inserted as Section 19(d) of the Agreement:

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

SRI LANKA

Optionee Acknowledgements.

The following provision shall substitute Section 16(f) of the Agreement:

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

The following provision shall substitute Section 16(j) of the Agreement:

“the Option and the Optionee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Optionee’s employment or service relationship (if any).”

Exchange Control, Foreign Asset/Account and/or Tax Reporting. The following provision shall supplement Section 25 of the Agreement:

“As per the statutory requirements under the Foreign Exchange Act, No. 12 of 2017, of Sri Lanka:

(i)the Optionee shall make the payment of the exercise price of the Option to the Company through an Outward Investment Account (“OIA”) or a Personal Foreign Currency Account (“PFCA”) opened and maintained by such Optionee with a licensed commercial bank in Sri Lanka;

(ii)where the Employee makes the payment of the exercise price of the Option to the Company, any dividend income and any proceeds from the sale of shares of Stock acquired upon exercise shall be brought into Sri Lanka by the Optionee through the same OIA/PFCA through which the initial investment was made, within three months from the date of receipt.”

SWEDEN

Responsibility for Taxes. The following provision shall supplement Section 9 of the Agreement:

‘Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 9 of the Agreement, in accepting the Option, the Optionee authorizes the Company to withhold shares of Stock or to sell shares of Stock otherwise deliverable to the Optionee upon exercise of the Option to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items.’

UNITED KINGDOM

Method of Exercise Price

Notwithstanding anything to the contrary in the Plan or in Sections 7 or 9 of this Agreement, no Tax-Related Items may be paid by tendering shares of Stock or by having the Company withhold or retain shares of Stock otherwise issuable upon exercise of the Option.

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

Exercise Period. The following provision shall supplement Section 6 of the Agreement:

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

Responsibility for Taxes.

Notwithstanding anything contrary in the Plan and Section 9(b)(i) of the Agreement, in the case of national insurance contributions (“NICs”), the Employer may only withhold from the Optionee’s wages or cash compensation such amount as is permitted by the Social Security Contributions Regulations 2001 (SI 2001/1004).

The following provision shall supplement Section 9 of the Agreement:

‘The Optionee hereby irrevocably agrees that the Company or the Employer (if different) may recover from the Optionee the whole or any part of any secondary class 1 employer NICs arising as a result of a taxable event attributable to the Option or the Optionee’s participation in the Plan (“Employer NICs”) to the extent permitted by applicable law and, at the request of the Company at any time before the exercise of an Option, the Optionee must elect, to the extent permitted by law, and using a form approved by HM Revenue and Customs (“HMRC”), that the whole or any part of the liability for such Employer NICs shall be transferred to the Optionee.

The Optionee hereby agrees that the Optionee is liable for all Taxes and hereby covenants to pay all such Taxes, as and when requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority) or required by applicable law. The Optionee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer on an after tax basis against any Taxes that they are required (or reasonably consider they are required) to pay, or withhold and account for on the Employee’s behalf, or have paid or will pay, to HMRC (or any other tax authority or any other relevant authority). For purposes of this Agreement, Tax-Related Items include (without limitation) employment income tax, and employee NICs.

The amount of any income tax not collected within 90 days after the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute an additional benefit to the Optionee on which additional income tax and NICs may be payable. The Optionee understands that the Optionee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the value of any employee NICs due on this additional benefit pursuant to the indemnity above, which may be recovered from the Optionee by the Company or the Employer by any of the means referred to in Section 9 of the Agreement.

The Optionee irrevocably agrees to enter into a joint election under section 431(1) of ITEPA 2003 with its employer or former employer in respect of the Shares to be acquired on exercise of the Option as a condition to the exercise of the Option.’

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Definitions. The following provisions shall be inserted as Section 19(d) and 19(e) of the Agreement respectively:

“Optionee” for the purposes of awards made under this Agreement means any Employee that is resident for tax purposes, or works, in the UK as at the Grant Date.

“Taxes” means (i) any income tax, primary class 1 employee national insurance contributions or any other payroll or statutory taxes or payment on account of obligations or other payments which the Committee determines must be withheld, collected or accounted for by the Company or the Employer (if different) in connection with the Option, any Shares acquired on its exercise and any benefits related thereto (ii) any Employer NICs to the extent recoverable by applicable law.

Securities Disclosure

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

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SYSCO CORPORATION

STOCK OPTION AGREEMENT

APPENDIX B

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EX-10.3

Exhibit 10.3

SYSCO CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

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

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

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

TERMS AND CONDITIONS

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

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

(3)    Employment Events. Subject to Appendix A, if Grantee’s employment with the Company terminates or is interrupted, or if Grantee’s status changes under the circumstances described below, Grantee’s rights with respect to the Award will be affected as provided in this Section 3. If Grantee’s employment with the Company is terminated prior to the Vesting Date for reasons other than those set forth below, the Award shall be forfeited.

Event	Following Grant Date and prior to Vesting Date
Employment with the Employer terminates because of Disability (as defined in Section 15).	The Award will continue to vest as if active employment continued for the entire vesting period.
Employment with the Employer terminates as a result of a Retirement in Good Standing (as defined in Section 15).	The Award shall: •continue to vest as if active employment continued for the entire vesting period if employment terminates as a result of a Retirement in Good Standing on or after the first Vesting Date. •be forfeited in its entirety if employment terminates as a result of Retirement in Good Standing prior to the first Vesting Date.
Employment with the Employer terminates because of death.	All unvested RSUs subject to the Award shall immediately vest and be distributable to Grantee’s estate as soon as administratively practicable.
Employment with the Employer involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 15).	The Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting.
Military leave or other leave to the extent required by applicable law	For this purpose, employment is deemed to continue during the vesting period.
Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1	The Award will continue to vest as if active employment continued for the entire vesting period.

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

(4)    Dividend Equivalents. In the event that the Company sets a Record Date for the payment of a dividend on its Stock from the date of this Agreement until the Award is fully vested, the Grantee shall be entitled to receive with respect to the RSUs, dividend equivalent amounts equal to the regular cash dividend payable to holders of the Company’s Stock (to the extent regular quarterly cash dividends are paid) as if the Grantee were an actual shareholder with respect to the number of shares of Stock equal to the Grantee’s outstanding RSUs (whether vested or unvested) (the “Dividend Equivalents”). The Grantee’s right to Dividend Equivalents shall cease upon forfeiture or payment of the RSUs pursuant to Section 2, 3 or 8, as applicable. The aggregate amount of such Dividend Equivalents shall be held by the Company, without interest thereon, and shall be paid, if and when, and only to the extent that, the shares subject to the Award vest and are issued to the Grantee.

(5)    Responsibility for Taxes.

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

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understands that the requirements with respect to the Tax-Related Items may change from time to time as applicable laws or interpretations change.

(b)    Grantee authorizes the Company, the Employer, and their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items withholding obligations by one or a combination of the following:

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

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

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

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

(c)    Notwithstanding the foregoing in Section 5(b), the Company, the Employer or their respective agents, as applicable, intend to withhold shares of Stock to be issued upon settlement of the Award having a Fair Market Value that is sufficient to satisfy the Tax-Related Items, unless the Grantee pays the applicable withholding amount in cash prior to any relevant taxable or tax withholding event, in accordance with procedures established by the Company, the Employer or their respective agents, as applicable. Further, if the Grantee is subject to Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-2 promulgated thereunder, the Company will withhold in shares of Stock unless the use of such withholding method is problematic under applicable law or has materially adverse accounting or tax consequences, in which case, the withholding obligation may be satisfied by one or a combination of methods set forth in Section 5(b)(i) and (ii).

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

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

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

(6)    Plan Administration. The Award described in this Agreement has been granted subject to the terms of the Plan, and the shares deliverable to the Grantee in connection with an Award will be from the shares available for grant pursuant to the terms of the Plan. Any change, interpretation, determination or modification of this Agreement by the Compensation and Leadership Development Committee (the “Committee”) shall be final and conclusive for all purposes and on all persons including the Company and the Grantee; provided, however, that with respect to any amendment or modification of the Plan, which affects the Award made hereby, the Committee shall have determined that such amendment or modification is in the best interests of the Grantee of such Award. The Committee has the exclusive discretionary authority to make findings of fact,

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conclusions, and determinations regarding the interpretation of the Agreement or relevant Plan provisions or the administration of the Award (including, but not limited to determining exchange rates for Award settlement), and will have the exclusive and final authority to determine all calculations of all Award amounts. The Committee has the exclusive authority to establish administrative procedures to implement the terms of the Award. Any such procedure will be conclusive and binding on Participant.

(7)    Post-Employment Covenants.

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

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

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

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

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

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

(8)     Clawback. The Award shall be subject to the Company’s Incentive Payment Clawback Policy, and any clawback policies required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing applicable stock exchange listing standards or rules and regulations thereunder, or as otherwise required by law or regulation.

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

(10)Modification. If any of the terms of this Agreement may, in the opinion of the Company, conflict or be inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, the Company reserves the right to modify this Agreement to be consistent with applicable laws or regulations. If all or any part or application of the provisions of this Agreement are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between the Grantee and the Company, each and all of the other provisions of this Agreement shall remain in full force and effect. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought, except where specifically provided to the contrary herein. Neither the Committee nor the Company will be liable to the Grantee for any additional personal tax or other adverse consequences of any modifications to the Award.

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

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

The Grantee understands that Data will be transferred, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, to such equity plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Grantee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., Canada, United Kingdom, France or other location) may have data privacy laws and protections which provide standards of protection that are different to, or lower than, the standards provided by the data privacy laws in the Grantee’s country (e.g. the United States). The Grantee understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Grantee authorizes the Company, the Company’s equity service plan provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to or deletion of Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Grantee understands that he or she is providing the consents herein on a purely voluntary basis. If the Grantee does not consent, or if the Grantee later seeks to revoke his or her consent, his or her employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Grantee’s consent is that the Company would not be able to grant the Grantee Awards or other equity awards or administer or maintain such awards. Therefore, the Grantee understands that refusing or withdrawing his or her consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(15)    Definitions. For purposes of this Agreement:

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

(b)    “Disability” means:

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

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

(c)    “Retirement in Good Standing” means:

(i)in the United States and Canada, termination of employment either voluntarily or involuntarily, other than for Cause, after the date the Grantee (A) reaches age 55 and the Grantee has 10 or more years of service with the Company and its Subsidiaries, or (B) reaches age 65, regardless of years of service with the Company and its Subsidiaries; or in all other jurisdictions, retirement as determined by the Committee in its sole discretion; and

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

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

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

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document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

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

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

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

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

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

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

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waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.

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SYSCO CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

APPENDIX A

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

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

This Appendix A also includes information regarding securities, exchange control and certain other tax or legal issues of which the Grantee should be aware with respect to the Grantee’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of July 2023. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the information in this Appendix A as the only source of information relating to the consequences of the Grantee’s participation in the Plan because the information may be out of date when the Award vests, shares of Stock are issued to the Grantee and/or the Grantee sells shares of Stock acquired under the Plan.

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

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

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

Data Privacy. If the Grantee resides and/or is employed in the EU/EEA/UK, Section 11 of the Agreement shall be replaced with the following:

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

Definitions.

“Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in the EU and UK, including the EU GDPR; the UK GDPR; any laws or regulations ratifying, implementing, adopting, supplementing or replacing the UK GDPR, including the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as amended by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426); all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data; and any mandatory guidance and codes of practice issued by the Information

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Commissioner’s Office and applicable to a party, in each case as amended, supplemented, replaced or superseded from time to time.

“Controller,” “Data Subject,” “Personal Data,” “Processing” and “Supervisory Authority” shall have the respective meanings given to them in the EU GDPR.

“EU GDPR” means the General Data Protection Regulation (EU) 2016/679.

“EU Non-Adequate Country” means a country which does not have an adequacy decision made in its favour by the European Commission pursuant to Data Protection Laws.

“EU SCCs” means the standard contractual clauses for the transfer of Personal Data from Controllers to Controllers established in third countries where the EU GDPR applies, pursuant to Regulation (EU) 2016/679 as set out in the Annex to the European Commission’s Implementing Decision (EU) 2021/914, or such alternative clauses as may be approved by the European Commission from time to time.

“UK Addendum” means where the UK GDPR applies, Version B1.0 of the Information Commissioner’s Office’s International Data Transfer Addendum to EU Commission Standard Contractual Clauses, or such alternative clauses as may be approved by the UK from time to time.

“UK GDPR” means the EU GDPR as incorporated into United Kingdom law by virtue of section 3 of the UK’s European Union (Withdrawal) Act 2018.

“UK Non-Adequate Country” means a country which does not have an adequacy decision made in its favour by the UK government pursuant to Data Protection Laws.

(a)Data Collection and Usage. Pursuant to applicable Data Protection laws, the Grantee is hereby notified that the Company collects, processes and uses certain Personal Data about the Grantee for the purpose of implementing, administering and managing the Plan and generally administering equity awards; specifically, including the Grantee’s name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Stock or directorships held in the Company, and details of all Awards or any entitlement to shares of Stock awarded, canceled, exercised, vested, or outstanding in the Grantee’s favor, which the Company receives from the Grantee or the Employer. In granting the Awards under the Plan, the Company will collect the Grantee’s Personal Data for purposes of allocating shares of Stock and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing and use of the Grantee’s Personal Data is that it is necessary for the performance of the Company’s contractual obligations under the Plan and performance of the Agreement. The Grantee’s refusal to provide Personal Data would make it impossible for the Company to perform its contractual obligations and may affect the Grantee’s ability to participate in the Plan. As such, by participating in the Plan, the Grantee voluntarily acknowledges the collection, use, processing and transfer of the Grantee’s Personal Data as described herein. The Company shall implement appropriate technical and organizational security measures to protect the Grantee’s Personal Data.

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

(c)International Data Transfers. The Company and its service providers are based in the United States. The Company can only meet its contractual obligations to the Grantee if the Grantee’s personal data is transferred to the United States. The Company’s legal basis for the transfer of the Grantee’s personal data to the United States is the performance of contractual obligations to the Grantee. The Company shall have in place such contractual transfer mechanism as may be required under the Data Protection Laws to govern this transfer. Specifically,

a.Where the Grantee’s Personal Data is transferred from the EU to the US, or other EU Non-Adequate Country, the Company shall comply with the EU SCCs.

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b.Where the Grantee’s Personal Data is transferred from the UK to the US, or other UK Non-Adequate Country, the Company shall comply with the UK Addendum

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

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

(f)Privacy Notice. Additional information regarding the Company's data protection practices are set out in the Company's Global Employee Data Privacy Notice, which is available on the Company’s intranet.

UNITED STATES OF AMERICA

Section 409A

This Agreement is intended to comply with the requirements of section 409A of the Code, and this Agreement shall be interpreted on a basis consistent with such intent. Notwithstanding any provision in this Agreement to the contrary, if the Grantee is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments otherwise payable under this Agreement to prevent any accelerated or additional tax under section 409A of the Code, then the Company will postpone the payment until five days after the end of the six-month period following the Grantee’s “separation from service” (as defined under section 409A of the Code). If the Grantee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Grantee’s estate within 60 days after the date of the Grantee’s death. The determination of who is a specified employee, including the number and identity of persons considered specified employees and the identification date, shall be made by the Committee in accordance with the provisions of sections 416(i) and 409A of the Code. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. Notwithstanding any provision in this Agreement to the contrary, in the event of a Change in Control Termination, if the Change in Control does not constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under section 409A of the Code and if required by section 409A of the Code, payment will be made on the date on which payment would have been made had there been no Change in Control. For purposes of section 409A of the Code, each payment under this Agreement shall be treated as a separate payment. This Agreement may be amended without the consent of the Grantee in any respect deemed by the Committee to be necessary in order to preserve compliance with section 409A of the Code or other applicable law.

Responsibility for Taxes. The following provision shall supplement Section 5 of the Agreement:

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

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Definitions. The following provision supplements Section 15(c) of the Agreement:

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

The following definition is added as Section 15(d) of the Agreement:

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

BAHAMAS

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

CANADA

Stock, Dividends and Voting Rights. The following provision shall supplement Section 2 of the Agreement:

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

The following provision shall supplement Section 4 of the Agreement:

Notwithstanding any provisions herein to the contrary, Participants in Canada shall not be awarded, and shall not be eligible to receive, any Dividend Equivalents pursuant to Section 4 of this Agreement.

Responsibility for Taxes. Notwithstanding Sections 5(b) and 5(c) of the Agreement, any applicable withholding obligation for Tax-Related Items shall not be satisfied by withholding shares of Stock that are to be issued upon settlement of the Award. Rather, any such withholding obligation shall be satisfied by one or more of the alternate means referred to in Section 5(b) of the Agreement.

Data Privacy. The following provision supplements Section 11 of the Agreement:

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

Grantee’s Acknowledgements. The following provision replaces Section 12(g) of the Agreement:

‘For purposes of the Award, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actually employed or otherwise rendering services to the Company or, if different, the Subsidiary to which the grantee provides services (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment or other laws or otherwise rendering services or the terms of the Grantee’s employment or other service agreement, if any). Unless otherwise extended by the Company, the Grantee’s right to vest in the Award, if any, will terminate effective as of such date (the “Termination Date”). The Termination Date will not be extended by any common law notice period. Notwithstanding the foregoing, however, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Grantee’s right to vest in

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the Award under the Agreement, if any, will be allowed to continue for that minimum notice period but then immediately terminate effective as of the last day of the Grantee’s minimum statutory notice period.

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

Language Consent. The following terms and conditions apply to the Grantees resident in Quebec:

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

Consentement relatif à la langue utilisée

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

Securities Law Information

The Grantee is permitted to sell shares of Stock acquired through the Plan subject to certain restrictions on resale imposed by Canadian provincial and territorial securities laws, as applicable. In accordance with the Canadian provincial and territorial resale restrictions, shares of Stock acquired through the Plan, if represented in certificated form, shall carry a legend describing the applicable resale restrictions. The Grantee should consult his or her own personal legal advisor in this regard.

Foreign Asset/Account Reporting Information

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

Non-Qualified Securities

Considering RSUs are not eligible for the stock option deduction under paragraph 110(1)(d) of the Income Tax Act (Canada), written notice is hereby given that the shares of Stock to be issued upon settlement of the RSUs are non-qualified securities for the purposes of paragraph 110(1)(d) of the Income Tax Act (Canada).

FRANCE

French-Qualified RSUs granted pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan and its French sub-plan as approved by the stockholders of the Company on November 16, 2018.

The RSUs are intended to qualify for the favorable tax and social security regime in France under Section L. 225-197-1 and seq. or L. 22-10-59 and L. 22-10-60 of the French Commercial Code, as amended. Certain events may affect the status of the RSUs as French-Qualified RSUs, and the French-Qualified RSUs may be disqualified in the future. The Company does not make any undertaking or representation to maintain the qualified status of the RSUs. If the RSUs no longer qualify as French-Qualified RSUs, the favorable tax and social security treatment will not apply, and the gain at vesting will be treated as a salary income for French social security and income tax purposes, subject to the provisions of Article L. 242-1 and L. 242-14 of the French social security code.

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Plan Terms. The RSUs are subject to the terms and conditions of the Plan and the French Sub-Plan. To the extent that any term is defined in both the Plan and the French Sub-Plan, for purposes of this grant of French-Qualified RSUs, the definition in the French Sub-Plan shall prevail.

Employment Events. Section 3 of the Agreement shall be supplemented with the following:

‘Notwithstanding anything in the Plan or the Agreement, in the event the Grantee’s employment with the Company or a Subsidiary terminates because of death prior to the satisfaction of the Performance Period, the RSUs will immediately vest and the performance-criteria will be deemed to have been met at Target performance levels and be transferable to the Grantee’s heirs. The Grantee’s heirs may request issuance of the underlying shares of Stock within six months after the Grantee’s death. If the Grantee’s heirs do not request the issuance of the underlying shares of Stock within six months of the Grantee’s death, the RSUs will be forfeited.’

Stock, Dividends and Voting Rights. Section 2 of the Agreement shall be supplemented with the following:

‘The Grantee may not sell or transfer the shares of Stock delivered upon settlement of the RSUs prior to the second anniversary of the Grant Date, or such other period as is required to comply with the minimum mandatory holding period applicable to French-Qualified RSUs under Section L. 225-197-1 and seq. or L. 22-10-59 and L. 22-10-60 of the French Commercial code, the relevant sections of the French Tax Code or the French Social Security Code, as amended, to benefit from the favorable tax and social security regime. Notwithstanding the above, the Grantee’s heirs, in the case of the Grantee’s death, or the Grantee, in the case of Disability (as defined under the French Sub-Plan), are not subject to this restriction on the sale of shares of Stock. To ensure compliance with these restrictions, the shares of Stock the Grantee receives pursuant to the RSUs will be held with a broker designated by the Company (or according to any procedure implemented by the Company to ensure compliance with the restrictions) until such shares of Stock are sold. These restrictions will apply even after the Grantee is no longer employed by the Employer, the Company or a Subsidiary.

If the Grantee qualifies as a managing director under French law (“mandataires sociaux”) (i.e., Président du Conseil d’Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, Gérant de Sociétés par actions), the Grantee is required to hold 20% of the shares of Stock issued pursuant to the RSUs in a nominative account under the procedure implemented by the Company and may not to sell or transfer the shares of Stock until he or she ceases to serve as a managing director, as long as this restriction is a requirement under French law and unless French law or regulations provide for a lower percentage (in which case these requirements apply to the lower percentage of shares of Stock held).

Further, as long as the RSUs and the shares of Stock maintain their French-Qualified status, the shares of Stock cannot be sold during certain “Closed Periods” as provided for by Section L. 225-197-1 and seq. or L. 22-10-59 and L. 22-10-60 of the French Commercial Code, as amended, and as interpreted by the French administrative guidelines, so long as these Closed Periods are applicable to shares of Stock issued pursuant to French-Qualified RSUs, and to the extent applicable. Notwithstanding the above, the Grantee’s heirs, in the case of the Grantee’s death, or the Grantee, in the case of Disability (as defined under the French Sub-Plan), are not subject to the restriction on the sale of shares of Stock during Closed Periods.’

Language Consent

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

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

Foreign Asset/Account Information

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

HONG KONG

Stock, Dividends and Voting Rights. The following provision shall supplement Section 2 of the Agreement:

‘Notwithstanding any provisions herein to the contrary, the RSUs shall be settled only in shares of Stock (and may not be settled in cash).’

Lapse of Restrictions

If, for any reason, shares of Stock are issued to the Grantee within six (6) months of the Grant Date, the Grantee agrees that he or she will not sell or otherwise dispose of any such shares of Stock prior to the six (6)-month anniversary of the Grant Date.

Wages

The RSUs and shares of Stock subject to the RSUs do not form part of the Grantee’s wages for the purposes of calculating any statutory or contractual payments under Hong Kong law.

Securities Law

Warning: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. The Grantee is advised to exercise caution in relation to the offer. If the Grantee is in any doubt about any of the contents of this document, the Grantee should obtain independent professional advice. Neither the grant of the RSUs nor the settlement of the RSUs upon vesting constitutes a public offering of securities under Hong Kong law and is available only to employees of the Company and its Subsidiaries. This Agreement, the Plan and other incidental communication materials distributed in connection with the RSUs (i) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, and (ii) are intended only for the personal use of each eligible employee of the Company or its Subsidiaries and may not be distributed to any other person.

IRELAND

Definitions. The following provision shall be inserted as Section 15(b)(ii) of the Agreement (and current subsection (ii) shall be (iii)):

(ii)    in Ireland, (A) in respect of a Grantee that is an Employee, that such Grantee is on medically certified sick leave in accordance with any relevant policy in place within the Company or a Subsidiary and is deemed by the Company or a Subsidiary to have a “disability” for the purposes of the Employment Equality Acts 1998–2015; and (B) in respect of a Grantee that is not an Employee, means that such Grantee is unable to perform the material and substantial duties that such Grantee was retained by the Company or a Subsidiary to perform and such inability arises due to sickness or injury.

SRI LANKA

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

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Grantee Acknowledgements. The following provision shall substitute Section 12(e) of the Agreement:

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

The following provision shall substitute Section 12(j) of the Agreement:

“the RSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any);”

Exchange Control, Foreign Asset/Account and/or Tax Reporting. The following provision shall supplement Section 21 of the Agreement:

“As per the statutory requirements under the Foreign Exchange Act, No. 12 of 2017, of Sri Lanka, any dividend income and any proceeds from the sale of shares of Stock acquired upon settlement shall be brought into Sri Lanka by the Grantee through an Outward Investment Account or Personal Foreign Currency Account opened and maintained with a licensed commercial bank in Sri Lanka, within three months from the date of receipt.”

SWEDEN

Responsibility for Taxes. The following provision shall supplement Section 5 of the Agreement:

‘Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set for in Section 5 of the Agreement, in accepting the Award, the Grantee authorizes the Company to withhold shares of Stock or to sell shares of Stock otherwise deliverable to the Grantee upon settlement of the RSUs to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items.’

UNITED KINGDOM

Stock, Dividends and Voting Rights. The following provision shall supplement Section 2 of the Agreement:

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

Responsibility for Taxes.

Notwithstanding Sections 5(b) and 5(c) of the Agreement, any applicable withholding obligation for Tax-Related Items shall not be satisfied by withholding shares of Stock that are to be issued upon settlement of the Award. Rather, any such withholding obligation shall be satisfied by one or more of the alternate means referred to in Section 4(b) of the Agreement.

Notwithstanding anything contrary in the Plan and Section 5 of the Agreement, in the case of national insurance contributions (“NICs”), the Employer may only withhold from the Grantee’s wages or cash compensation such amount as is permitted by the Social Security Contributions Regulations 2001 (SI 2001/1004).

The following provisions shall supplement Section 5 of the Agreement:

‘The Grantee hereby irrevocably agrees that the Company or the Employer (if different) may recover from the Grantee the whole or any part of any secondary class 1 employer NICs arising as a result of a taxable event attributable to the Award or the Grantee’s participation in the Plan (“Employer NICs”) to the extent permitted by applicable law and, at the request of the Company at any time before the vesting of the Award, the Grantee must elect, to the extent permitted by law, and using a form approved by HM Revenue and Customs (“HMRC”), that the whole or any part of the liability for such Employer NICs shall be transferred to the Grantee.

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The Grantee hereby agrees that the Grantee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer on an after tax basis against any Tax-Related Items that they are required (or reasonably consider they are required) to pay, or withhold or have paid or will pay, to HMRC on the Grantee’s behalf (or any other tax authority or any other relevant authority). For purposes of this Agreement, Tax-Related Items include (without limitation) employment income tax, employee NICs and Employer NICs to the extent recoverable by applicable law.

The amount of any income tax not collected within 90 days after the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute an additional benefit to the Grantee on which additional income tax and NICs may be payable. The Grantee understands that the Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the value of any employee NICs due on this additional benefit pursuant to the  indemnity above, which may be recovered from the Grantee by the Company or the Employer by any of the means referred to in Section 5 of the Agreement.

The Grantee irrevocably agrees to enter into a joint election under section 431(1) of ITEPA 2003 with its employer or former employer in respect of the Shares to be acquired pursuant to the Award.’

Definitions. The following provision shall be inserted as Section 15(d) of the Agreement:

“Grantee” means any Employee that is resident for tax purposes, or works, in the UK as at the Grant Date.

Securities Disclosure

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

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EX-10.4

Exhibit 10.4

SYSCO CORPORATION

PERFORMANCE SHARE UNIT AGREEMENT

For Performance Period FY2024 – FY2026

Sysco Corporation (the “Company”) hereby agrees to award to you (the “Grantee”) performance-based Restricted Stock Units (“PSUs”) in accordance with and subject to the terms, conditions and restrictions of this Performance Share Unit Agreement, (the “Agreement”). Except as otherwise provided in Section 3 in the event of the Grantee’s death, the PSUs hereby awarded (the “Award”) shall be settled in the form of shares of stock with each PSU earned being settled for one (1) share of the Company’s Common Stock, USD 1.00 par value (“Stock”), but until such settlement, the Award will be denominated in PSUs. Any PSUs earned will be settled, and the corresponding shares of Stock will be issued to the Grantee, on the date set forth below (the “Payment Date”) if the terms and conditions described in this Agreement are satisfied. The number of PSUs subject to this Agreement is expressed as a Target Award, subject to modification based on actual performance. The number of PSUs subject to the Target Award and the date of grant (the “Grant Date”) is set forth in the records of the Company and has been communicated to the Grantee either: (1) directly to the Grantee by the Company; or (2) electronically by the Company through the website of a third party administrator engaged by the Company. This Award is made under the terms of the Sysco Corporation 2018 Omnibus Incentive Plan (the “Plan”), the terms of which are incorporated into this Agreement.

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

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

The following dates and defined terms are applicable for this Award:

Performance Period	July 2, 2023 to June 28, 2026
Performance Certification Date	The date of the first Compensation and Leadership Development Committee meeting following the completion of final financial statements for the Performance Period.
Payment Date	As soon as administratively possible following the Performance Certification Date, currently anticipated to be September 1, 2026, but no later than September 30, 2026.

The performance criteria shown in Appendix B (“Performance Criteria”) must be met for any Stock to be issued pursuant to an Award under this Agreement. There may be different performance criteria for different business, geographic or other organizational units that is not shown on Appendix B. The performance criteria that apply originally shall be based on the business, geographic or other organizational unit in which a Grantee is employed on the date the Award is granted. Should the Grantee move to a different business, geographic or organizational unit, or to an Affiliated Company, during the Performance Period, proration or adjustments shall be made pursuant to guidelines established by the Company from time to time. The number of shares of Stock that may be issued on the Payment Date shall be determined based upon the Target Award and the schedule shown in Appendix B, subject to Sections 1 and 3, and in the case of transfer, to the above-mentioned guidelines.

TERMS AND CONDITIONS

(1)    General Conditions. This Award is in the form of PSUs that settle in Stock on the Payment Date, except as otherwise provided in Section 3 below in the event of the Grantee’s death. If the terms and conditions set forth in this Agreement are satisfied, the number of shares of Stock earned based on actual performance achieved will be calculated as of the Performance Certification Date and issued to the Grantee on the Payment Date. If these terms and conditions are not satisfied, the Award shall be forfeited. Capitalized terms in this Agreement refer to defined terms in the Plan, except as otherwise defined herein.

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(a)    Continuous Employment. Except as provided in Section 3 or in Appendix A, the Stock shall be issued on the Payment Date only if the Grantee is continuously employed by the Company or a Subsidiary (the entity employing the Grantee being the “Employer”) from the Grant Date until the end of the Performance Period. For the avoidance of doubt, for purposes of this Agreement, the Grantee’s transfer of employment from the Company to a Subsidiary, from a Subsidiary to the Company or from one Subsidiary to another Subsidiary shall not constitute a termination of employment.

(b)    Performance Conditions. The Stock shall be issuable only if (and to the extent) that the Performance Criteria, set forth herein, are satisfied during the Performance Period. The Compensation and Leadership Development Committee of the Board (the “Committee”) shall certify whether, and to what extent, the Performance Criteria have been achieved with respect to the Performance Period. If actual performance does not meet the levels associated with the minimum performance necessary for any PSUs to be earned (“Threshold,” as set forth in Appendix B), no Stock shall be issued, and the Award shall be forfeited. If actual performance achieved exceeds the levels associated with maximum performance target(s) (“Maximum” as set forth in Appendix B), no additional PSUs may be earned over the Maximum. The resulting number of PSUs earned will be interpolated between threshold, target, and maximum performance levels corresponding to alternative performance levels specified in Appendix B.

(2)    Stock, Dividends and Voting Rights.

(a)    Issuance of Stock and Voting Rights. On the Payment Date, or as otherwise provided in Section 3 below in the event of the Grantee’s death, the number of shares of Stock equal to the number of PSUs earned based on the Performance Criteria shall be issued to the Grantee, provided all conditions are satisfied. Notwithstanding the foregoing, if the Grantee works or resides outside the United States, the Company may, in its sole discretion, settle the PSUs in the form of a cash payment to the extent settlement in shares of Stock: (i) is prohibited under local law; (ii) would require the Grantee, the Company or any of its Subsidiaries to obtain the approval of any governmental and/or regulatory body in the Grantee’s country; or (iii) is administratively burdensome. Alternatively, the Company may, in its sole discretion, settle the PSUs in shares of Stock but require the Grantee to sell such shares of Stock immediately or within a specified period following the Grantee’s termination of employment (in which case, by entering into this Agreement the Grantee shall give the Company the authority to issue sales instructions on the Grantee’s behalf). Prior to the Payment Date, the Grantee shall have no rights with respect to the shares of Stock, including, but not limited to rights to sell, assign, vote, exchange, transfer, pledge, hypothecate or otherwise dispose of the Stock. In addition, prior to the Payment Date, the Grantee shall not be entitled to receive dividends and shall not have any other rights with respect to the Stock.

(b)    Dividend Equivalents. Subject to Appendix A, to the extent the Grantee holds PSUs under this Award the Grantee will be credited with a dividend equivalent payment on each PSU upon the payment by the Company of any cash dividend on a share of Stock equal to the amount of such dividend per share of Stock, which dividend equivalent payment shall be payable in cash (or if elected by the Committee in its sole discretion, in Shares having a Fair Market Value as of the Performance Certification Date equal to the amount of such dividends) on the Payment Date to the extent the underlying PSUs are earned. If and to the extent any PSUs subject to this Award are forfeited, any related dividend equivalent payment shall also be forfeited and no dividend equivalent payment shall be paid in respect of that portion of the Award which is forfeited and is not earned based on the achievement of the Performance Criteria applicable to the Award or the failure to satisfy the conditions set forth in Section 1.

(3)    Employment Events. Subject to Appendix A, if Grantee’s employment with the Company terminates or is interrupted, or if Grantee’s status changes under the circumstances described below, Grantee’s rights with respect to the Award will be affected as provided in this Section 3. If Grantee’s employment with the Company is terminated prior to the end of the Performance Period for reasons other than those set forth below, the Award shall be forfeited.

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Event	Following commencement of Performance Period and prior to the end of the Performance Period
Employment with the Employer terminates because of Disability (as defined in Section 14).	The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period, taking into account the actual performance of the Company for the Performance Period. After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date.
Employment with the Employer terminates as a result of a Retirement in Good Standing (as defined in Section 14).	If the Grantee: •Incurs a Retirement in Good Standing before the end of the first fiscal year of the Company since the start of the Performance Period, the Award is forfeited. •Incurs a Retirement in Good Standing on or after the complete fiscal year of the Company from start of the Performance Period, such recipient shall be entitled to retain a prorated number of PSUs subject to the Award if such PSUs have been earned. The PSUs will be prorated based on the number of complete calendar months of employment during the Performance Period through the date of termination of employment. After the Performance Criteria are certified, shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date.
Employment with the Employer terminates because of death.	The Grantee’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Stock on the date of the Grantee’s death and shall be paid as soon as administratively practicable within 75 days after the Grantee’s death.
Employment with the Employer involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 14).	Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been met at Target performance levels.
Military leave or other leave to the extent required by applicable law	Employment is deemed to continue during the Performance Period. After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date.
Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1	If less than a complete fiscal year of the Company has passed since the start of the Performance Period before the commencement of such an unpaid leave, the Grantee shall be entitled to retain a prorated number of PSUs subject to the Award. The PSUs earned with respect to such a Grantee will be prorated based on the number of complete calendar months of active employment during the Performance Period, divided by 36. After the Performance Criteria are certified, the shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date.

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

(4)    Responsibility for Taxes.

(a)    By accepting the Award and irrespective of any action taken by the Company or the Employer, the Grantee hereby acknowledges and agrees that the ultimate liability for all income tax, social insurance, social security, national insurance contributions, payroll tax, fringe benefits

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tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), is and remains the responsibility of the Grantee or the Grantee’s estate (as applicable) and may exceed the amount actually withheld by the Company or the Employer. The Grantee acknowledges and understands that the requirements with respect to the Tax-Related Items may change from time to time as applicable laws or interpretations change.

(b)    Grantee authorizes the Company, the Employer, and their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items withholding obligations by one or a combination of the following:

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

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

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

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

(c)    Notwithstanding the foregoing in Section 4(b) of the Agreement, the Company, the Employer or their respective agents, as applicable, intend to withhold shares of Stock to be issued upon settlement of the Award having a Fair Market Value that is sufficient to satisfy the Tax-Related Items, unless the Grantee pays the applicable withholding amount in cash prior to any relevant taxable or tax withholding event, in accordance with procedures established by the Company, the Employer or their respective agents, as applicable. Further, if the Grantee is subject to Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-2 promulgated thereunder, the Company will withhold in shares of Stock unless the use of such withholding method is problematic under applicable law or has materially adverse accounting or tax consequences, in which case, the withholding obligation may be satisfied by one or a combination of methods set forth in Section 4(b)(i) and (ii).

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

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

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

(5)    Plan Administration. The Award described in this Agreement has been granted subject to the terms of the Plan, and the shares deliverable to the Grantee in connection with an Award will be from the shares available for grant pursuant to the terms of the Plan. Any change, interpretation, determination or modification of this Agreement by the Committee shall be final and conclusive for all purposes and on all persons including the Company and the Grantee; provided, however, that with respect to any amendment or modification of the Plan which affects the Award made hereby, the Committee shall have determined that such amendment or modification is in the best interests

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of the Grantee of such Award. The Committee has the exclusive discretionary authority to make findings of fact, conclusions, and determinations regarding the interpretation of the Agreement or relevant Plan provisions or the administration of the Award (including but not limited to determining exchange rates for Award settlement), and will have the exclusive and final authority to determine all calculations of all Award amounts. The Committee has the exclusive authority to establish administrative procedures to implement the terms of the Award. Any such procedure will be conclusive and binding on Participant.

(6)    Post-Employment Covenants.

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

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

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

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

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

(7)     Clawback. The Award shall be subject to the Company’s Incentive Payment Clawback Policy, and any clawback policies required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing applicable stock exchange listing standards or rules and regulations thereunder, or as otherwise required by law or regulation.

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

(9)Modification. If any of the terms of this Agreement may, in the opinion of the Company, conflict or be inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, the Company reserves the right to modify this Agreement to be consistent with applicable laws or regulations. If all or any part or application of the provisions of this Agreement are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between the Grantee and the Company, each and all of the other provisions of this Agreement shall remain in full force and effect. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought, except where specifically provided to the contrary herein. Neither the Committee nor the Company will be liable to the Grantee for any additional personal tax or other adverse consequences of any modifications to the Award.

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

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

The Grantee understands that Data will be transferred, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, to such equity plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Grantee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., Canada, the United Kingdom, France or other location) may have data privacy laws and protections which provide standards of protection that are different to, or lower than, the standards provided by the data privacy laws in the Grantee’s country (e.g., the United States). The Grantee understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Grantee authorizes the Company, the Company’s equity service plan provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to or deletion of Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Grantee understands that he or she is providing the consents herein on a purely voluntary basis. If the Grantee does not consent, or if the Grantee later seeks to revoke his or her consent, his or her employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Grantee’s consent is that the Company would not be able to grant the Grantee Awards or other equity awards or administer or maintain such awards. Therefore, the Grantee understands that refusing or withdrawing his or her consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(14)    Definitions. For purposes of this Agreement:

(a)    “Retirement in Good Standing” means:

(i)    in the United States and Canada, termination of employment either voluntarily or involuntarily, other than for Cause, after the date the Grantee (A) reaches age 55 and the Grantee has 10 or more years of service with the Company and its Subsidiaries, or (B) reaches age 65, regardless of years of service with the Company and its Subsidiaries; or in all other jurisdictions, retirement, as determined by the Committee in its sole discretion; and

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

(b)    “Disability” means:

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

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

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

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

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

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document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

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

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

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

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

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

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

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courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.

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SYSCO CORPORATION

PERFORMANCE SHARE UNIT AGREEMENT

APPENDIX A

This Appendix A includes additional terms and conditions that govern the Award granted to the Grantee under the Plan if the Grantee resides or works in one of the countries listed below. If the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently residing and/or working, is considered a resident of another country for local law purposes or if the Grantee transfers employment and/or residency between countries after the award date, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Grantee. Moreover, if the Grantee relocates to one of the countries listed below, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.

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

This Appendix A also includes information regarding securities, exchange control and certain other tax or legal issues of which the Grantee should be aware with respect to the Grantee’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of July 2023. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the information in this Appendix A as the only source of information relating to the consequences of the Grantee’s participation in the Plan because the information may be out of date when the Award vests, Stock are issued to the Grantee and/or the Grantee sells Stock acquired under the Plan.

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

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

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

Data Privacy. If the Grantee resides and/or is employed in the EU/EEA/UK, Section 10 of the Agreement shall be replaced with the following:

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

Definitions.

“Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in the EU and UK, including the EU GDPR; the UK GDPR; any laws or regulations ratifying, implementing, adopting, supplementing or replacing the UK GDPR, including the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as amended by Directive 2009/136/EC)

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and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426); all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data; and any mandatory guidance and codes of practice issued by the Information Commissioner’s Office and applicable to a party, in each case as amended, supplemented, replaced or superseded from time to time.

“Controller,” “Data Subject,” “Personal Data,” “Processing” and “Supervisory Authority” shall have the respective meanings given to them in the EU GDPR.

“EU GDPR” means the General Data Protection Regulation (EU) 2016/679.

“EU Non-Adequate Country” means a country which does not have an adequacy decision made in its favour by the European Commission pursuant to Data Protection Laws.

“EU SCCs” means the standard contractual clauses for the transfer of Personal Data from Controllers to Controllers established in third countries where the EU GDPR applies, pursuant to Regulation (EU) 2016/679 as set out in the Annex to the European Commission’s Implementing Decision (EU) 2021/914, or such alternative clauses as may be approved by the European Commission from time to time.

“UK Addendum” means where the UK GDPR applies, Version B1.0 of the Information Commissioner’s Office’s International Data Transfer Addendum to EU Commission Standard Contractual Clauses, or such alternative clauses as may be approved by the UK from time to time.

“UK GDPR” means the EU GDPR as incorporated into United Kingdom law by virtue of section 3 of the UK’s European Union (Withdrawal) Act 2018.

“UK Non-Adequate Country” means a country which does not have an adequacy decision made in its favour by the UK government pursuant to Data Protection Laws.

(a)Data Collection and Usage. Pursuant to applicable Data Protection Laws, the Grantee is hereby notified that the Company collects, processes and uses certain Personal Data about the Grantee for the purpose of implementing, administering and managing the Plan and generally administering equity awards; specifically, including the Grantee’s name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Stock or directorships held in the Company, and details of all Awards or any entitlement to shares of Stock awarded, canceled, exercised, vested, or outstanding in the Grantee’s favor, which the Company receives from the Grantee or the Employer. In granting the Awards under the Plan, the Company will collect the Grantee’s Personal Data for purposes of allocating shares of Stock and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing and use of the Grantee’s Personal Data is that it is necessary for the performance of the Company’s contractual obligations under the Plan and performance of the Agreement. The Grantee’s refusal to provide Personal Data would make it impossible for the Company to perform its contractual obligations and may affect the Grantee’s ability to participate in the Plan. As such, by participating in the Plan, the Grantee voluntarily acknowledges the collection, use, processing and transfer of the Grantee’s Personal Data as described herein. The Company shall implement appropriate technical and organizational security measures to protect the Grantee’s Personal Data.

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

(c)International Data Transfers. The Company and its service providers are based in the United States. The Company can only meet its contractual obligations to the Grantee if the Grantee’s Personal Dat ais transferred to the United States. The Company’s legal basis for the transfer of the Grantee’s Personal Data to the United States is the performance of contractual obligations to the Grantee. The

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Company shall have in place such contractual transfer mechanism as may be required under the Data Protection Laws to govern this transfer. Specifically:

a.Where the Grantee’s Personal Data is transferred from the EU to the US, or other EU Non-Adequate Country, the Company shall comply with the EU SCCs.

b.Where the Grantee’s Personal Data is transferred from the UK to the US, or other UK Non-Adequate Country, the Company shall comply with the UK Addendum.

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

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

(f)Privacy Notice. Additional information regarding the Company’s data protection practices are set out in the Company’s Global Employee Data Protection Notice, which is available on the Company’s intranet.

UNITED STATES OF AMERICA

Section 409A

This Agreement, including the right to receive Stock upon achievement of the Performance Criteria and satisfaction of the conditions in Section 1, is intended to be exempt from the requirements of section 409A of the Code pursuant to the short-term deferral exemption thereunder, and this Agreement, including the right to receive Stock upon the achievement of the Performance Criteria and satisfaction of the conditions in Section 1, shall be interpreted on a basis consistent with such intent. Notwithstanding any provision in this Agreement to the contrary, if the Grantee is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments otherwise payable under this Agreement to prevent any accelerated or additional tax under section 409A of the Code, then the Company will postpone the payment until five (5) days after the end of the six-month period following the Grantee’s “separation from service” (as defined under section 409A of the Code). If the Grantee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Grantee’s estate within 60 days after the date of the Grantee’s death. The determination of who is a specified employee, including the number and identity of persons considered specified employees and the identification date, shall be made by the Committee in accordance with the provisions of sections 416(i) and 409A of the Code. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. Notwithstanding any provision in this Agreement to the contrary, in the event of a Change in Control Termination, if the Change in Control does not constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under section 409A of the Code and if required by section 409A of the Code, payment will be made on the date on which payment would have been made had there been no Change in Control. For purposes of section 409A of the Code, each payment under this Agreement shall be treated as a separate payment. This Agreement may be amended without the consent of the Grantee in any respect deemed by the Committee to be necessary in order to preserve compliance with section 409A of the Code or other applicable law.

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CANADA

Stock, Dividends and Voting Rights. The following provisions shall supplement Section 2(a) of the Agreement:

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

The following provisions shall supplement Section 2(b) of the Agreement:

Notwithstanding any provisions herein to the contrary, Participants in Canada shall not be awarded, and shall not be eligible to receive, any dividend equivalents pursuant to Section 2(b) of this Agreement.

Withholding of Tax-Related Items. Notwithstanding Sections 4(b) and 4(c) of the Agreement, any applicable withholding obligation for Tax-Related Items shall not be satisfied by withholding shares of Stock that are to be issued upon settlement of the Award. Rather, any such withholding obligation shall be satisfied by one or more of the alternate means referred to in Section 4(b) of the Agreement.

Data Privacy. The following provision supplements Section 10 of the Agreement:

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

Grantee Acknowledgements. The following provision replaces Section 11(g) of the Agreement:

For purposes of the Award, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actually employed or otherwise rendering services to the Company or, if different, the Subsidiary to which the grantee provides services (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment or other laws or otherwise rendering services or the terms of the Grantee’s employment or other service agreement, if any). Unless otherwise extended by the Company, the Grantee’s right to vest in the Award, if any, will terminate effective as of such date (the “Termination Date”). The Termination Date will not be extended by any common law notice period. Notwithstanding the foregoing, however, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Grantee’s right to vest in the Award under the Agreement, if any, will be allowed to continue for that minimum notice period but then immediately terminate effective as of the last day of the Grantee’s minimum statutory notice period.

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

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Language Consent. The following terms and conditions apply to the Grantees resident in Quebec:

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

Consentement relatif à la langue utilisée

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

Securities Law Information

The Grantee is permitted to sell shares of Stock acquired through the Plan subject to certain restrictions on resale imposed by Canadian provincial and territorial securities laws, as applicable. In accordance with the Canadian provincial and territorial resale restrictions, shares of Stock acquired through the Plan, if represented in certificated form, shall carry a legend describing the applicable resale restrictions. The Grantee should consult his or her own personal legal advisor in this regard.

Foreign Asset/Account Reporting Information

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

Non-Qualified Securities

Considering PSUs are not eligible for the stock option deduction under paragraph 110(1)(d) of the Income Tax Act (Canada), written notice is hereby given that the shares of Stock to be issued upon settlement of the PSUs are non-qualified securities for the purposes of paragraph 110(1)(d) of the Income Tax Act (Canada).

FRANCE

PSUs Not Qualified

The PSUs are not granted under the French specific regime provided by Section L-225-197-1 and seq. or L. 22-10-59 and L. 22-10-60 of the French Commercial Code.

Language Consent

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

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

Foreign Asset/Account Information

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

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HONG KONG

Stock, Dividends and Voting Rights. The following provisions shall supplement Section 2 of the Agreement:

‘Notwithstanding any provisions herein to the contrary, the PSUs shall be settled only in shares of Stock (and may not be settled in cash).’

Lapse of Restrictions

If, for any reason, shares of Stock are issued to the Grantee within six months of the Grant Date, the Grantee agrees that he or she will not sell or otherwise dispose of any such shares of Stock prior to the six-month anniversary of the Grant Date.

Wages

The PSUs and shares of Stock subject to the PSUs do not form part of the Grantee’s wages for the purposes of calculating any statutory or contractual payments under Hong Kong law.

Securities Law

Warning: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. The Grantee is advised to exercise caution in relation to the offer. If the Grantee is in any doubt about any of the contents of this document, the Grantee should obtain independent professional advice. Neither the grant of the PSUs nor the settlement of the PSUs upon vesting constitutes a public offering of securities under Hong Kong law and is available only to employees of the Company and its Subsidiaries. This Agreement, the Plan and other incidental communication materials distributed in connection with the PSUs (i) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, and (ii) are intended only for the personal use of each eligible employee of the Company or its Subsidiaries and may not be distributed to any other person.

IRELAND

Definitions. The following provision shall be inserted as Section 14(b)(ii) of the Agreement (and current subsection (ii) shall be (iii)):

(ii)    in Ireland, (A) in respect of a Grantee that is an Employee, that such Grantee is on medically certified sick leave in accordance with any relevant policy in place within the Company or a Subsidiary and is deemed by the Company or a Subsidiary to have a “disability” for the purposes of the Employment Equality Acts 1998–2015; and (B) in respect of a Grantee that is not an Employee, that such Grantee is unable to perform the material and substantial duties that such Grantee was retained by the Company or a Subsidiary to perform and such inability arises due to sickness or injury.

SRI LANKA

Grantee Acknowledgements.

The following provision shall substitute Section 11(e) of the Agreement:

“this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary or earnings or remuneration for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, cash value of food, meal allowance, cost of living allowance, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;”

The following provision shall substitute Section 11(j) of the Agreement:

“the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the

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Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any).”

Exchange Control, Foreign Asset/Account and/or Tax Reporting. The following provision shall supplement Section 20 of the Agreement:

“As per the statutory requirements under the Foreign Exchange Act, No. 12 of 2017, of Sri Lanka, any dividend income and any proceeds from the sale of shares of Stock acquired upon settlement shall be brought into Sri Lanka by the Grantee through an Outward Investment Account or Personal Foreign Currency Account opened and maintained with a licensed commercial bank in Sri Lanka, within three months from the date of receipt.”

SWEDEN

Responsibility for Taxes. The following provision shall supplement Section 4 of the Agreement:

‘Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set for in Section 4 of the Agreement, in accepting the Award, the Grantee authorizes the Company to withhold shares of Stock or to sell shares of Stock otherwise deliverable to the Grantee upon settlement of the PSUs to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items.’

UNITED KINGDOM

Stock, Dividends and Voting Rights. The following provision shall supplement Section 2(a) of the Agreement:

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

Responsibility for Taxes.

Notwithstanding Sections 4(b) and 4(c) of the Agreement, any applicable withholding obligation for Tax-Related Items shall not be satisfied by withholding shares of Stock that are to be issued upon settlement of the Award. Rather, any such withholding obligation shall be satisfied by one or more of the alternate means referred to in Section 4(b) of the Agreement.

Notwithstanding anything contrary in the Plan and Section 4 of the Agreement, in the case of national insurance contributions (“NICs”), the Employer may only withhold from the Grantee’s wages or cash compensation such amount as is permitted by the Social Security Contributions Regulations 2001 (SI 2001/1004).

The following provisions shall supplement Section 4 of the Agreement:

‘The Grantee hereby irrevocably agrees that the Company or the Employer (if different) may recover from the Grantee the whole or any part of any secondary class 1 employer NICs arising as a result of a taxable event attributable to the Award or the Grantee’s participation in the Plan (“Employer NICs”) to the extent permitted by applicable law and, at the request of the Company at any time before the vesting/settlement of the Award, the Grantee must elect, to the extent permitted by law, and using a form approved by HM Revenue and Customs (“HMRC”), that the whole or any part of the liability for such Employer NICs shall be transferred to the Grantee.

The Grantee hereby agrees that the Grantee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority) or required by applicable law. The Grantee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer on an after tax basis against any Tax-Related Items that they are required (or reasonably consider they are required) to pay or withhold and account for on the Grantee’s behalf, or have paid or will pay, to HMRC (or any other tax authority or any other relevant authority). For purposes of this Agreement, Tax-Related Items include (without limitation) employment income tax, employee NICs and Employer NICs to the extent permitted by applicable law.

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The amount of any income tax not collected within 90 days after the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute an additional benefit to the Grantee on which additional income tax and NICs may be payable. The Grantee understands that the Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the value of any employee NICs due on this additional benefit, which may be recovered from the Grantee by the Company or the Employer pursuant to the indemnity above by any of the means referred to in Section 4 of the Agreement.

The Grantee irrevocably agrees to enter into a joint election under section 431(1) of ITEPA 2003 with its employer or former employer in respect of the Shares to be acquired pursuant to the Award.’

Definitions. The following provision shall be inserted as Section 14(d) of the Agreement:

“Grantee” means any Employee that is resident for tax purposes, or works, in the UK as at the Grant Date.

Securities Disclosure

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

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SYSCO CORPORATION

PERFORMANCE SHARE UNIT AGREEMENT

APPENDIX B

FY2024-FY2026 Performance Goals1

	Adjusted EPS Growth (37.5%)			ROIC (37.5%)			Revenue Growth (25%)
Year	Threshold (50%)	Target (100%)	Maximum (200%)	Threshold (50%)	Target (100%)	Maximum (200%)	Threshold (50%)	Target (100%)	Maximum (200%)
FY24
FY25
FY26

Relative TSR Modifier

TSR Percentile Rank vs. S&P 500	Payout Modifier Applied to # of Target PSUs
≥75th	+25%
50th – 55th	No Modifier
≤25th	-25%

1 Results are interpolated between points.

THE PERFORMANCE TARGETS SET FORTH ON THIS PAGE CONSTITUTE “CONFIDENTIAL INFORMATION” AND ANY DISCLOSURE OF SUCH PERFORMANCE TARGETS BY A PARTICIPANT PRIOR TO THE TIME SUCH PERFORMANCE TARGETS BECOME PUBLIC INFORMATION WILL RESULT IN SUCH PARTICIPANT FORFEITING HIS OR HER RIGHTS UNDER THIS PROGRAM.

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EX-10.5

Exhibit 10.5

Sysco Protective Covenants Agreement

This Sysco Protective Covenants Agreement (“Agreement”) is between the acknowledging Associate(“Associate”)and Sysco Corporation, collectively referred to as the “parties.”

WHEREAS, Associate is or will be employed in a position of special trust and confidence with Sysco Corporation or any affiliate or subsidiary of Sysco Corporation (collectively referred to herein as “Company”), and as a condition of acceptance of the benefits described in Section 1.1 below, the parties seek to protect Company’s Confidential Information (as defined below), inventions and discoveries, specialized training, and its customer relationships and other goodwill; the parties agree as follows:

SECTION 1. Benefits and Responsibilities of Employment.

    1.1    Position of Trust. By entering into this Agreement and accepting the equity award provided by Company, Associate agrees and acknowledges that Company has granted the equity award(s) to Associate to secure Associate’s commitment to advance and promote the business interests and objectives of Company. Associate further agrees and acknowledges that, in Associate’s role as a key member of the executive and/or management team of Company, Associate has been entrusted with, and will continue to be entrusted with, Company’s Confidential Information, goodwill of customers and vendors, and relationships with other employees of Company; and that Associate’s use of such Confidential Information, customer and vendor goodwill, or employee relationships to directly or indirectly compete against Company would cause Company to suffer immediate and irreparable injury for which monetary damages would not be sufficient to make Company whole. Company agrees to provide Associate these items in exchange for and in reliance upon Associate’s promise to abide by the restrictions in this Agreement.

    1.2    Duty of Loyalty and Conflicts of Interest.During employment, Associate will dedicate all of Associate’s working time to Company and use best efforts to perform the duties assigned, remain loyal, comply with Company policies and procedures, and avoid conflicts of interest. It shall be considered a conflict of interest for Associate to knowingly assist or take steps to form or further a competing business enterprise while employed with Company, and Associate agrees to not engage in such conduct. Associate will promptly inform Company of any business opportunities related to Company’s lines of business that Associate becomes aware of during employment, and any such opportunities shall be considered the intellectual property of Company whether pursued by Company or not. Nothing in this Agreement shall eliminate, reduce, or otherwise remove any legal duties or obligations that Associate otherwise owes to Company through common law or statute.

SECTION 2.Confidentiality and Business Interests.

    2.1     Definition of Confidential Information. “Confidential Information” refers to an item of information, or a compilation of information, in any form (tangible or intangible), related to Company’s business that Company has not made public or authorized public disclosure of, and that is not generally known to the public or to other persons who might obtain value or competitive advantage from its disclosure or use. Confidential Information will not lose its protected status under this Agreement if it becomes generally known to the public or to other persons through improper means such as the unauthorized use or disclosure of the information by Associate or another person. Confidential Information includes, but is not limited to: (a) Company’s business plans and analysis, customer and prospect lists, customer documents and information

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(including contact information, preferences, margins, order guides, and order histories) internal reports, internal business-related communications, marketing plans and strategies, research and development data, buying practices, human resources information and personnel files, financial data, operational analysis data, methods, techniques, technical or nontechnical data, know-how, innovations, computer programs or code, formulae, patterns, compilations, devices, drawings, processes, financial plans, product plans, supplier lists and records, charts, statistics, specifications, evaluations, business development guidelines, management tools and problem-solving techniques, un-patented inventions, and trade secrets; and (b) information about the business affairs of third parties (including, but not limited to, clients and acquisition targets) that such third parties provide to Company in confidence. Confidential Information includes trade secrets, but an item of Confidential Information need not qualify as a trade secret to be protected by this Agreement Company’s confidential exchange of information with a third party will not remove it from protection under this Agreement. Associate acknowledges that items of Confidential Information are Company’s valuable assets and have economic value, actual or potential, because they are not generally known by the public or others who could use them to their own economic benefit and/or to the competitive disadvantage of Company, and thus, should be treated as Company’s trade secrets. Associate acknowledges and agrees that Company owns the Confidential Information. Confidential Information does not include information lawfully acquired by a non-management employee about wages, hours or other terms and conditions of non-management employees if used by them for purposes protected by Section 7 of the National Labor Relations Act (the NLRA) such as joining or forming a union, engaging in collective bargaining, or engaging in other concerted activity for their mutual aid or protection. Confidential information also includes all such information described in this Section that relates to the business of any parent, affiliate, or subsidiary of Company.

2.2    Unauthorized Use or Disclosure. Associate agrees to not engage in any unauthorized use or disclosure of Confidential Information (as defined above), or knowingly use Confidential Information to harm or compromise the interests of Company. The foregoing restriction will apply throughout Associate’s employment and thereafter for so long as the information at issue continues to qualify as Confidential Information as defined above. Associate understands this means Associate may not use or disclose Confidential Information in any manner that is not within the course and scope of employment with Company and undertaken for the benefit of Company; provided, however, that nothing herein is intended to prohibit a disclosure that is compelled by law (such as by a court order or valid subpoena). Except as otherwise provided by Section 2.4 of this Agreement, if Associate believes a disclosure of Confidential Information is compelled by law, Associate will give Company as much written notice as possible under the circumstances, will refrain from use or disclosure for as long as the law allows, and will cooperate with Company to protect such information, including taking every reasonable step to protect against unnecessary disclosure. However, nothing in this Agreement, including the foregoing, prevents Associate from communicating with the EEOC, the SEC, the DOL, or any other governmental authority, making a report in good faith and with a reasonable belief of any violations of law or regulation to a governmental authority, or cooperating with or participating in a legal proceeding relating to such violations.

2.3    Associate Recordkeeping, Computer Use, and Mobile Devices. (a) Associate agrees to use the authorizations, Confidential Information, and other benefits of Associate’s employment to further the business interests of Company. Associate agrees to preserve and not destroy records on current and prospective Company customers, suppliers, and other business relationships that Associate develops or helps to develop, and not use these records in any way, directly or indirectly, to harm Company’s business. Associate shall not at any time remove, copy, download, or transmit any information from the Company, except for the benefit of the Company and

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in accordance with this Agreement and the Company’s policies. When Associate’s employment with Company terminates, or earlier if so requested, Associate will return to Company all documents, records, and materials of any kind in Associate’s possession or under Associate’s control, incorporating Confidential Information or otherwise, relating to Company’s business, and any copies thereof (electronic or otherwise), other than documents regarding Associate’s individual compensation, such as pay stubs and benefit plan booklets. Associate agrees that the obligation to return property extends to all Company information and property, not just Confidential Information. (b) Associate agrees not to use Company’s computers, servers, email systems, mobile devices, or other electronic communication or storage devices for personal gain, to compete or prepare to compete, or to otherwise knowingly compromise a business interest of Company; any activity in violation of this provision shall be considered unauthorized use harmful to Company’s business systems. (c) Upon request, Associate will provide for inspection any personal electronic storage devices that Company believes may contain Confidential Information, in a state that makes inspection possible, to permit Company to confirm that Associate has completely removed all Confidential Information from the devices. If Associate stores any Company information with a third-party service provider (such as Yahoo, Google Docs, DropBox or iCloud), Associate consents to the service provider’s disclosure of such information to Company. Where allowed by law, Associate will execute any additional authorizations required by the service provider to disclose Company’s information to Company.

2.4    Protected Activities. Nothing in this Section 2, or in this Agreement generally, is intended to, or shall be construed to prohibit any use or disclosure of information that is protected by law, to prohibit a disclosure compelled by law, to prohibit lawful testimony, to interfere with law enforcement by a duly authorized law enforcement agency, or to prohibit the reporting of an illegal act to any duly authorized law enforcement agency. Nothing herein shall be construed to prohibit a non-managerial Associate covered by the National Labor Relations Act (the “Act”) from exercising Associate’s rights under Section 7 of the Act, by for example, communicating with fellow Associates or union representatives about Terms and Conditions Information. “Terms and Conditions Information” refers to information concerning the wages, hours and terms and conditions of employment, or similar matters that are the subject of a labor dispute covered by the Act.

For the sake of clarity, and not limitation, Associate’s obligations relating to Confidential Information shall not preclude or prevent Associate from making disclosures that are protected by law, including, but not limited to, any disclosures relating to conduct that Associate reasonably believe to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as against a clear mandate of public policy.

In addition, Associate shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, in the event that Associate files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Associate may disclose the trade secret to Associate’s attorney and use the trade secret in the court proceeding, if Associate: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

SECTION 3. Protective Covenants. Associate understands and acknowledges the scope of Associate’s duties and responsibilities for the Company and agrees that this Agreement contains reasonable restrictions necessary to protect the Company’s

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Confidential Information, trade secrets, and other legitimate business interests. Associate further acknowledges the Company is engaged in a specialized business involving highly sensitive information, and due to Associate’s employment with the Company, Associate will have access to and be aware of Company Confidential Information including but not limited to significant sales activity and prospective sales activity, pricing strategies, and internal Company processes, pricing and/or customer information within the Company and other Confidential Information with respect to the Company’s business and operations, which information is a valuable asset of the Company, the disclosure of which would cause the Company material and irreparable harm. Associate agrees that the following covenants are (i) ancillary to the other enforceable agreements contained in the Agreement, (ii) supported by good and valuable consideration, including but not limited to the consideration identified in Section 1.1 of the Agreement, which Associate would not be entitled to receive unless Associate agreed to these covenants; (iii) necessary to protect the Company’s Confidential Information, and (iv) reasonable and necessary to protect Company’s legitimate business interests.

3.1.    Definitions Related to Protective Covenants.

(a)    “Covered Customer” is a Company customer (person or entity) that in the two (2) year period preceding the end of Associate’s employment with Company or such shorter period as the Associate may have been employed (the “Look Back Period”): (i) had business-related contact or dealings with Associate, (ii) was serviced or sold to by another Company associate whom Associate directly or indirectly supervised, (iii) was provided with a bid, proposal, pricing, margins, or other terms that Associate participated in determining or developing, or (iv) Associate learned Confidential Information about. A customer is understood to include a person or entity with whom Company is doing business, negotiating to do business, or actively pursuing a business relationship.

(b)    “Conflicting Product or Service” is a product and/or service that would displace or compete with any product or service of Company that Associate was involved in or was provided Confidential Information about during the Look Back Period. This includes, without limitation, products and services under development by Company during the Look Back Period. Examples of conflicting products or services include, without limitation, the negotiation of purchase agreements of, and the manufacturing, procurement, distribution and/or sale of food or related nonfood products (including, without limitation, paper products, such as disposable napkins, plates and cups, tableware, such as china and silverware, restaurant and kitchen equipment and supplies, medical and surgical supplies, cleaning supplies, and personal care guest amenities, housekeeping supplies, room accessories and hotel and motel textiles) distributed by Company and/or its affiliated operating companies to restaurants, healthcare and educational facilities, lodging establishments or other similar customers of Company.

(c)    “Competitor” means any person or entity, or division or subsidiary of an entity, that engages, directly or indirectly, in a line of business that involves providing a Conflicting Product or Service to customers or prospective customers of Company, including but not limited to group purchasing organizations.

3.2    Restriction on Interfering with Employee Relationships.Associate agrees that during Associate’s employment with Company and for a period of two years following the end of Associate's employment with Company, Associate will not knowingly: solicit, induce or encourage an employee of Company to leave Company (regardless of who first initiates the communication); help identify or evaluate Company employees for recruitment away from Company; or help any person or entity hire an employee away from Company. Nothing herein is intended to prohibit generalized

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solicitation activity via public media (such as the publication of want ads) that are not targeted at Company’s employees.

3.3    Restriction on Interfering with Customer Relationships.Associate agrees that during Associate’s employment with Company and for a period of two years following the end of Associate's employment with Company, Associate will not, directly or indirectly, personally or through others, solicit or communicate (regardless of who initiates the communication) with a Covered Customer to induce or encourage the Covered Customer to: stop or reduce doing business with Company; or, to buy a Conflicting Product or Service from or otherwise refer a Covered Customer to a Competitor. The parties agree this restriction applies to prohibit Associate from switching or swapping sales, solicitation, or service responsibility for a Covered Customer with any individual who is employed by or otherwise providing services to a Competitor (including “account swapping”). The parties further agree this restriction is inherently reasonable in its geography because it is limited to the places or locations where the Covered Customer is doing business at the time. In the unlikely event that an additional geographic restriction is required by applicable law in order for this restriction to be enforceable, then this restriction shall be considered applicable to the Restricted Area (defined below).

3.4    Restriction on Unfair Competition. Associate agrees that during Associate’s employment with Company and for a period of two years following the end of Associate's employment with Company, Associate will not: accept a job or role that involves, participate in, provide, supervise, or manage (as an employee, consultant, contractor, officer, owner, director, or otherwise) any activities or services for a Competitor in the Restricted Area (defined below) that are the same as, or similar in function or purpose to, those Associate performed, supervised, participated in, or learned Confidential Information about during the Look Back Period on behalf of Company. “Restricted Area” means the following geographic territory: (i) any state within the United States and/or any province within Canada where Associate has engaged in material business activities for Company in person, by phone or other remote means, or through correspondence during the Look Back Period; (ii) all states, provinces, counties, boroughs, or parishes included within any geographical region or market that Associate directly or indirectly serviced or managed on behalf of Company during the Look Back Period;(iii) any state, county, borough, parish or other geographic region as to which Associate had access to Confidential Information during the Look Back Period; and (iv) any state, county, borough, parish or other geographic region in which the Associate’s Business Unit conducted business during the Look Back Period. “Business Unit” means the business segment which Company was a part of during the Look Back Period (whether U.S. and Canada Foodservice Operations, International Foodservice Operations, SYGMA, FreshPoint, Specialty Meat and Seafood, Guest Worldwide, Greco & Sons and/or the Global Support Center). Associate acknowledges that this definition of Restricted Area is reasonable and necessary because Associate has been and will continue to be exposed to Confidential Information, and supplier and/or customer relationships within the geographic territories where Associate has engaged in business on behalf of Company and/or directly or indirectly managed on behalf of Company. This Paragraph is not intended to prohibit: (i) activities on behalf of an independently operated subsidiary, division, or unit of a diversified corporation or similar business that has common ownership with a Competitor so long as the business of the independently operated business unit does not involve a Conflicting Product or Service; or, (ii) a passive and non-controlling ownership interest in a Competitor through ownership of less than 2% of the stock in a publicly traded company.

3.5Clarification of Restrictions.     In the event that the meaning of a material portion of a post-employment restriction applicable to Associate is not clear to Associate at the time Associate’s employment with Company ends (such as the

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boundaries for applicable geographic area, scope of activity, or applicable time frame), Associate will contact a duly authorized representative of the Human Resources Department or Legal Department of Company in writing in order to get a clarification of the restriction prior to engaging in any activity that could reasonably be anticipated to fall within the restriction. Associate agrees that the failure to seek such a clarification waives Associate’s right to later claim confusion over the scope or application of a restriction.

3.6    Survival of Restrictions. (a) Before accepting new employment, Associate will advise the prospective future employer of the restrictions in this Agreement. Associate agrees that Company may advise a future employer or prospective employer of this Agreement and Company’s position on the potential application of this Agreement to Associate and Associate agrees that Associate will not assert that Company’s doing so constitutes actionable interference, defamation, or other actionable conduct (b) The Agreement’s post-employment obligations will survive the termination of Associate's employment with Company, regardless of the cause of the termination, and shall, likewise, continue to apply and be valid notwithstanding any change in Associate’s duties, compensation, responsibilities, position or title and/or the assignment of this Agreement by Company to any successor in interest or other assignee. (c) If Associate violates one of the post-employment restrictions in this Agreement on which there is a specific time limitation, the time period for that restriction will be extended by one day for each day Associate violates it, up to a maximum extension of time that equals the originally proscribed period of time, so as to give Company the full benefit of the bargained-for length of forbearance and no more. (d) If a court finds any of the Agreement’s restrictions unenforceable as written, it is the intention of the parties that the Court revise or reduce the restriction (for the jurisdiction covered by that court only) so as to make it enforceable to protect Company’s interests to the maximum extent legally allowed within that jurisdiction. (e) If Associate becomes employed with or provides services or assistance to a parent or affiliate entity of Company without signing a new agreement, the parent or affiliate will be considered a third party beneficiary of this Agreement and shall be entitled to the same protections and enforcement rights as Company under this Agreement.

3.7    Louisiana Associates. To the extent Associate works for the Company in the State of Louisiana (or last worked for the Company in the State of Louisiana, if Associate is no longer employed by the Company) at the relevant time of enforcement, Associate agrees that the geographic scope of the restrictions included in Section 3 of this Agreement includes the following parishes: Acadia, Allen, Ascension, Assumption, Avoyelles, Beauregard, Bienville, Bossier, Caddo, Calcasieu, Caldwell, Cameron, Catahoula, Claiborne, Concordia, De Soto, East Baton Rouge, East Carroll, East Feliciana, Evangeline, Franklin, Grant, Iberia, Iberville, Jackson, Jefferson, Jefferson Davis, La Salle, Lafayette, Lafourche, Lincoln, Livingston, Madison, Morehouse, Natchitoches, Orleans, Ouachita, Plaquemines, Pointe Coupee, Rapides, Red River, Richland, Sabine, St. Bernard, St. Charles, St. Helena, St. James, St. John The Baptist, St. Landry, St. Martin, St. Mary, St. Tammany, Tangipahoa, Tensas, Terrebonne, Union, Vermilion, Vernon, Washington, Webster, West Baton Rouge, West Carroll, West Feliciana, and Winn. The foregoing shall in no way limit the geographic scope of Associate’s restrictions outside the State of Louisiana.

3.8    Oklahoma Associates. To the extent Associate works for the Company in the State of Oklahoma (or last worked for the Company in the State of Oklahoma, if Associate is no longer employed by the Company) at the relevant time of enforcement, Associate agrees that (a) the restrictions included in Sections 3.3 of this Agreement are limited to direct solicitations of Covered Customers, (b) that the definition of a “Covered Customer” is limited to established customers of the Company, and (c) that the

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restrictions in Section 3.4 do not apply to Associate to the extent Associate works in the State of Oklahoma.

3.9    California Associates. This Section 3 and Sections 5(e), 5(f), and 5(g) do not apply to Associate to the extent Associate works for the Company in the State of California (or last worked for the Company in the State of California, if Associate is no longer employed by the Company) at the relevant time of enforcement.

3.10    Illinois Associates. To the extent Associate works for the Company in the State of Illinois (or last worked for the Company in the State of Illinois, if Associate is no longer employed by the Company) at the relevant time of enforcement, Associate acknowledges and represents that the Company has provided Associate a copy of this Agreement at least fourteen (14) calendar days prior to Associate’s start of employment with the Company, or at least fourteen (14) calendar days to review the Agreement. Associate acknowledges they may sign the Agreement prior to the expiration of those fourteen (14) days, and in so doing, Associate represents that they do so voluntarily. The Company advises Associate to consult with an attorney before entering into this Agreement.

3.11    Washington Associates. To the extent Associate works for the Company in the State of Washington (or last worked for the Company in the State of Washington, if Associate is no longer employed by the Company) at the relevant time of enforcement, Associate agrees that notwithstanding the provisions set forth elsewhere in this Agreement:

(a)    To the extent Associate makes $107,301.04 or less per year in earnings from the Company:

(1)    the obligations and restrictions set forth in Sections 1.2, 3.2, 3.3, and 3.4 of this Agreement that apply during Associate’s employment shall only apply to Associate to the extent such obligations and restrictions are commensurate and coextensive with Associate’s duty of loyalty, duty to avoid conflicts of interest, and statutory duties.

(2)    that aside from: (A) the post-employment restriction prohibiting Associate from directly or indirectly soliciting any customer of the Company to cease or reduce the extent to which it is doing business with the Company, and (B) the post-employment restriction prohibiting Associate from directly or indirectly soliciting the Company’s employees to terminate their relationship with the Company (collectively, the “Non-Solicitation Covenants”), which restrictions remain in full force and effect and are unaffected by this paragraph; the remainder of the post-employment restrictions set forth in Sections 3.2, 3.3, and 3.4 of this Agreement (collectively, the “Non-Competition Covenants”) shall not apply to Associate. For purposes of construing the Non-Solicitation Covenants, the term “Company” shall have the same meaning as the term “employer” in RCW 49.62.010(5) and the term “customer” shall have the same meaning as the term “customer” in RCW 49.62.010(5).

(b)    That even if Associate makes more than $107,301.04 per year in earnings from the Company, and aside from the Non-Solicitation Covenants, which are unaffected by this paragraph, the post-employment provisions of the Non-Competition Covenants shall (1) only apply for 18 months after Associate’s employment with Company ends, and (2) not apply to Associate following Associate’s separation from the Company if Associate is terminated by the Company as the result of a layoff, unless the Company, at its sole option, pays Associate compensation equivalent to Associate’s base salary at the

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time of termination for the post-employment restricted period, less any compensation earned by Associate through subsequent employment during that period.

(c)    Nothing in this Agreement is intended to or shall impair any rights Associate has under Chapter 49.62. RCW.

(d)    The $107,301.04 figure referenced throughout this Section is calculated as of the earlier of the date of the Company’s enforcement of any restrictive provisions or the date of Associate’s separation from employment with the Company. In addition, this $107,301.04 figure is current through December 31, 2022, but is subject to annual adjustment for inflation as specified in RCW 49.62.040 (or any successor statute).

(e)    To the extent Associate was already employed by the Company at the time Associate entered into this Agreement, Associate was provided independent consideration to enter into this Agreement.

(f)    Sections 5(e), 5(f), and 5(g) do not apply to the enforcement of Section 3.4 of this Agreement.

3.12. Oregon Associates. To the extent Associate works for the Company in the State of Oregon (or last worked for the Company in the State of Oregon, if Associate is no longer employed by the Company) at the relevant time of enforcement, Associate agrees that Associate will forfeit any amount of any equity award that has not yet vested as of the first date of violation if Associate violates any of Section 3.2, 3.3, or 3.4 of this Agreement, and that, except for purposes of such forfeiture, (a) the term “Company” for purposes of Sections 3.2 and 3.3 of this Agreement is limited to the Company-affiliated entity that employs Associate or last employed Associate, (b) the term “Covered Customer” for purposes of Section 3.3 is limited to established customers of the Company, (c) the post-employment restrictions set forth in Section 3.4 of this Agreement only apply for 12 months after Associate’s employment with the Company ends, and (d) the post-employment restrictions set forth in Section 3.4 of this Agreement only apply to an Associate who (i) receives a written employment offer at least two weeks before their first day of employment which expressly states that entering into a noncompetition agreement is a condition of employment, or is a current employee who entered into this Agreement as part of a bona fide job advancement, and (ii) is either (A) exempt from overtime pay as a professional, administrative or executive employee, and earns at termination the threshold compensation required by Oregon Revised Statute 653.295(1)(e); or (B) provided (at the Company’s sole and absolute discretion) compensation during the post-employment restriction period in which Associate is restricted from working at or above the level designated by Oregon Revised Statute 653.295(7).

3.13.    Massachusetts Associates. To the extent Associate works for the Company in the Commonwealth of Massachusetts (or last worked for the Company in the Commonwealth of Massachusetts, if Associate is no longer employed by the Company) at the relevant time of enforcement, (a) Associate agrees that the post-employment restrictions set forth in Section 3.4 of this Agreement only apply if Associate is provided (at the Company’s sole and absolute discretion) compensation during the post-employment restriction period in which Associate is restricted from working at or above the level designated by Mass. Gen. Laws 24L(b)(vii), (b) the Company hereby advises Associate to consult with an attorney before entering into this Agreement, (c) the parties agree that the forum and venue for any legal action arising from this Agreement shall be in Suffolk County, Massachusetts, notwithstanding any other provision herein, (d) if Associate is entering into this Agreement in connection with commencement of employment with the Company, Associate acknowledges and represents that the Company has provided Associate a copy of this Agreement by the

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earlier of Associate’s formal offer of employment or ten (10) business days before the commencement of Associate’s employment, (e) if Associate is entering into this Agreement after commencement of employment with the Company, Associate acknowledges they have ten (10) business days to review the Agreement, and that Associate may sign the Agreement prior to the expiration of those ten (10) business days, and in so doing, Associate represents that they do so voluntarily, and (f) the post-employment restrictions set forth in Section 3.4 of this Agreement only apply for 12 months after Associate’s employment with the Company ends, unless Associate has breached Associate’s fiduciary duty to Company or has unlawfully taken, physically or electronically, property belonging to Company, in which case the post-employment restrictions set forth in Section 3.4 of this Agreement shall apply for 2 years after Associate’s employment with Company ends.

3.14.    Maine Associates.To the extent Associate works for the Company in the State of Maine (or last worked for the Company in the State of Maine, if Associate is no longer employed by the Company) at the relevant time of enforcement, (a) the post-employment restrictions set forth in Section 3.4 of this Agreement shall not apply unless Associate earns wages from the Company above 400% of the federal poverty level during Associate’s employment, (b) the post-employment restrictions set forth in Section 3.4 of this Agreement do not take effect until the later of (i) one year of Associate’s employment with the Company or (ii) six (6) months after the date Associate signs the Agreement, and (c) Associate has at least three (3) business days to consider this Agreement before Associate is required to sign the Agreement, and Associate acknowledges that they may sign the Agreement prior to the expiration of those three (3) business days, and in so doing, Associate represents that they do so voluntarily.

3.15.    Nevada Associates.To the extent Associate works for the Company in the State of Nevada (or last worked for the Company in the State of Nevada, if Associate is no longer employed by the Company) at the relevant time of enforcement, (a) the post-employment restrictions set forth in Section 3.4 of this Agreement do not apply if Associate is paid by the Company solely on an hourly wage basis, exclusive of any tips or gratuities; and (b) Associate’s post-employment restrictions in Sections 3.3 and 3.4 of this Agreement do not prevent Associate from providing services to a former customer or client if all of the following conditions are met: (i) Associate did not solicit the former customer or client; (ii) the customer or client voluntarily chose to leave the Company and seek services from the Associate; and (iii) Associate is otherwise complying with the limitations in the covenants in Sections 3.3 and 3.4 of this Agreement as to time, geographical area and scope of activity to be restrained, other than any limitation on providing services to a former customer or client who seeks the services of Associate without any contact instigated by Associate.

3.16.    Virginia Associates.To the extent Associate works for the Company in the Commonwealth of Virginia (or last worked for the Company in the Commonwealth of Virginia, if Associate is no longer employed by the Company) at the relevant time of enforcement, the post-employment restrictions set forth in Sections 3.2, 3.3, and 3.4 of this Agreement do not apply if Associate is a “low-wage employee” as defined by Virginia Code 40.1-28.7:8(A).

3.17    Colorado Associates. To the extent Associate works for the Company in the State of Colorado (or last worked for the Company in the State of Colorado, if Associate is no longer employed by the Company) at the relevant time of enforcement, (a) Section 3.3 only applies if Associate earns at least 60% of the threshold amount for
“highly compensated workers” as defined in Colorado H.B. 22-1317, and then only to the extent reasonably necessary to protect the Company’s legitimate interest in protecting trade secrets; (b) Section 3.4 only applies if Associate earns at least 100% of the threshold amount for “highly compensated workers” as defined in Colorado H.B.

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22-1317, and then only to the extent reasonably necessary to protect the Company’s legitimate interest in protecting trade secrets; (c) Associate has at least fourteen (14) days to consider this Agreement before Associate is required to sign the Agreement, and Associate acknowledges that they may sign the Agreement prior to the expiration of those fourteen (14) days, and in so doing, Associate represents that they do so voluntarily; and (d) Sections 5(e), 5(f), and 5(g) do not apply to the enforcement of Sections 3.3 or 3.4 of this Agreement.

3.18    Utah Associates. To the extent Associate works for the Company in the State of Utah (or last worked for the Company in the State of Utah, if Associate is no longer employed by the Company) at the relevant time of enforcement, the post-employment restrictions set forth in Section 3.4 of this Agreement only apply for 12 months after Associate’s employment with the Company ends.

SECTION 4. Special Remedies. If Associate breaches or threatens to breach any of the restrictions or related obligations in this Agreement, Company may recover: (i) an order of specific performance or declaratory relief; (ii) injunctive relief by temporary restraining order, temporary injunction, and/or permanent injunction; (iii) damages; (iv) attorney's fees and costs incurred in obtaining relief; and (v) any other legal or equitable relief or remedy allowed by law. The parties agree that One Thousand Dollars ($1,000.00) shall be a reasonable amount of the bond to be posted if an injunction is sought by Company to enforce this Agreement and a bond is required.

SECTION 5. Severability, Waiver, Modification, Assignment, Governing Law. (a) It is the intention of the parties thatif any provision of the Agreement is determined by a court of competent jurisdiction to be void, illegal or unenforceable, in whole or in part, notwithstanding the power to modify this Agreement under Section 3.6(d), all other provisions will remain in full force and effect, as if the void, illegal, or unenforceable provision is not part of the Agreement. (b) If either party waives his, her, or its right to pursue a claim for the other’s breach of any provision of the Agreement, the waiver will not extinguish that party’s right to pursue a claim for a subsequent breach. (c) Except where otherwise expressly indicated, the Agreement contains the parties’ entire agreement concerning the matters covered in it. The Agreement may not be waived, modified, altered or amended except by written agreement of all parties or by court order. (d) The Agreement will automatically inure to the benefit of Company’s successors, assigns, and merged entities, as well as Company’s affiliates, subsidiaries, and parent(s), each of which are third-party beneficiaries of this Agreement; and, this Agreement may be enforced by any one or more of the foregoing, without need of any further authorization or agreement from Associate. (e) Associate consents to and agrees to the personal jurisdiction of the Courts located in Houston, Texas, over Associate, and waives Associate’s right to object to the contrary, including Associate’s right to plead or claim that any litigation brought in a Houston, Texas court has been brought in an inconvenient forum.(f) The laws of the Texas will govern the Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties, regardless of any conflicts of law principles that may be to the contrary. (g) The exclusive forum and venue for any legal action arising from this Agreement that can be pursued in a court of law will be a court of competent jurisdiction in Houston, Texas, and Associate consents to the personal jurisdiction of such a court over Associate; provided, however, that if despite Associate’s express consent herein it is found that no court in Houston, Texas, has personal jurisdiction over Associate, venue will be proper in the state or province where Associate last regularly worked for Company.

SECTION 6. Jury Trial Waiver. The parties hereby waive their right to jury trial on any legal dispute arising from or relating to this Agreement.

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SECTION 7.Resolution for Incumbent Employee. This section applies only if Associate is already a current employee of Company at the time this Agreement is made.

7.1. Settlement Purpose. Associate has received Confidential Information, specialized training and/or business goodwill with customers through paid employment with Company with the understanding that this was for the benefit of Company. Due to the position of trust and confidence held by Associate some post-employment activities would by their nature deprive Company of the benefit of its Confidential Information and other investments in Associate and cause irreparable harm which justifies post-employment restrictions. However, the nature and scope of the post-employment restrictions that are reasonable and necessary to balance the parties’ interests is an unresolved matter between the parties. Accordingly, an important purpose of this Agreement is to fully settle and resolve such uncertainties and provide a set of predictable boundaries upon which the parties may rely to avoid future disputes. Thus, this Agreement will be enforced subject to public policies favoring settlement or resolution agreements.

Nothing in this Agreement will be construed to create a contract of employment for a definite period of time. If Associate is working in the United States, nothing in this Agreement will be construed to prohibit either party from having the freedom to end the employment relationship at-will, with or without cause.

AGREED to and effective as of the date of Associate’s electronic acknowledgment.

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EX-10.7

Exhibit 10.7

Sysco Corporation

1390 Enclave Parkway

Houston, Texas 77077

T 281.584.1390

PERSONAL AND CONFIDENTIAL        

September 29, 2023

Dear Jennifer:

I am pleased to offer you the important Sysco Leadership role of Senior Vice President and Chief Accounting Officer, effective October 23rd, reporting to me. The following offer is contingent upon the approval of your appointment by Sysco’s Board of Directors to the Chief Accounting Officer role. Below is a summary of your compensation package:

•Your annual base salary will be $475,000.

•You will receive a one-time sign-on bonus of $375,000, less applicable withholding for taxes, within 30 days of your hire date or as soon as administratively feasible. In the event you voluntarily resign or are terminated for cause (as determined by Sysco in its sole discretion) within one year after your hire date, you agree to repay the amount of the sign-on bonus stated in this offer letter within thirty (30) days of your termination date. In the event you voluntarily resign or are terminated for cause within the second year after your hire date, you agree to repay 50% of the amount of the sign-on bonus within thirty (30) days of your termination date. However, in the event your employment ends via mutual agreement, you will not be required to repay the net (after tax) amount of the sign-on bonus.

•You will be eligible to participate in Sysco’s Annual Incentive Plan (AIP) and receive a bonus with actual payment based on your base salary, the Company's performance with regard to financial, strategic, and ESG objectives and your individual performance. Your target AIP bonus will be 100% of your base salary. Your fiscal year 2024 (FY2024) bonus will be prorated based on your start date. Eligibility for the bonus is contingent upon your continued employment with Sysco through the bonus payout date.

•You will be eligible to participate in Sysco’s Long-term Incentive (LTI) Plan with a target award representing 200% of your annual base salary. As soon as administratively feasible, following your start date and subject to CLD Committee approval, you will receive a FY2024 LTI award. This award will be composed of 20% stock options, 50% performance share units (PSUs), and 30% restricted stock units (RSUs). The stock options and RSUs will vest one third per year over three years. The PSUs will vest 100% after three years. The PSU portion of your FY2024 LTI award will be prorated based on your start date. If, for any reason, your employment commences during a blackout period (as defined in our Securities Trading Policy), the grant will be made within seven (7) Trading days after the expiration of such Blackout Period.

•You will receive a special Restricted Stock Unit grant valued at $300,000, as soon as administratively feasible, following your start dateand subject to CLD committee approval.The grant will vest 1/3 per year over 3 years. If, for any reason, your employment commences during a blackout period (as defined in our Securities Trading Policy), the grant will be made within seven (7) Trading days after the expiration of such Blackout Period.

•You will be eligible for full health and welfare benefits with medical, dental, vision, and life / AD&D insurance effective the first day of the month coincident with or next following 31 days of employment. An overview of the available benefits can be viewed at https://syscobenefits.com. During this eligibility waiting period, you will be eligible for reimbursement of out-of-pocket premiums associated with continuation of previous health care coverage under COBRA for you and any eligible dependents. You will be eligible to participate in the Sysco Corporate Employees 401(k) Plan and Employee Stock Purchase Plan effective on your hire date.

•You will accrue up to four weeks paid vacation annually. Your 2023 calendar year vacation days will be prorated based on your start date.

•In addition to Sysco’s standard employee benefits, you will also be eligible to participate in the following significant executive benefit programs:

oManagement Savings Plan. This is a non-qualified deferred compensation program that allows you to defer salary and bonus on a pre-tax basis above amounts limited under the company’s 401(k) plan.

oA Disability Income Plan that will provide you with benefits in case of personal disability.

oAdditional group life and accidental death and dismemberment benefits.

An overview of these benefits is attached.

Jennifer Johnson

Page 2

You will become eligible for relocation benefits in accordance with the terms and conditions of the Company’s current domestic program, a summary of which is attached hereto. If you accept Sysco relocation benefits, you will be asked to sign a repayment agreement that will be provided to you by Sysco’s relocation management company agreeing to reimburse Sysco for 100% of your relocation costs if you leave Sysco in the first year of employment, and 50% of your relocation costs if you leave Sysco in your second year of employment.

Please be advised that this letter is not intended to create or imply any contract or contractual rights between you and Sysco Corporation. Any employee may terminate his/her employment at any time, with or without reason, and the company retains the same right. This offer is contingent upon successful completion of all pre-employment requirements, including criminal background check and drug screen. Your continued employment is likewise contingent upon successful completion of these requirements, and failure to do so will result in termination.

Jennifer, we are excited to have you join the Sysco team and look forward to your contributions to our success.

If you have any questions, please contact Tunde Ogidan or me.

Sincerely,

/s/ Kenny Cheung

Kenny Cheung

Executive Vice President, Chief Financial Officer

Agreed and Accepted:

/s/ Jennifer Johnson        September 29, 2023

________________________________________

Jennifer Johnson            Date        

Attachments:     Sysco Executive Rewards Overview

            Sysco Corporation Relocation Policy Summary

cc:    Kevin Hourican, President and Chief Executive Officer

    Ron Phillips, Executive Vice President and Chief Human Resources Officer

    Melanie Filas, Vice President, Total Rewards

    Tunde Ogidan, Senior Director, Human Resource Business Partner

EX-10.8

Exhibit 10.8

Sysco Corporation

1390 Enclave Parkway

Houston, Texas 77077

T 281.584.1390

PERSONAL AND CONFIDENTIAL

October 2, 2023

Delivered via email: [***]

Dear Judy:

I am pleased to offer you the important Sysco Leadership role Business Growth Strategic Advisor, effective October 2, 2023, reporting to Neil Russell, Senior Vice President, Corporate Affairs and Chief Administrative Officer. In this part-time role, you will be expected to work a minimum of four (4) days per month with your planned workdays to be scheduled based on assigned projects.

The following is a summary of your compensation package:

•Your annual base salary will be $141,400.

•Your previously issued Long-term incentive (LTI) grants will continue to vest according to the vesting schedule set forth in your agreement provided you remain employed by Sysco through the applicable vesting period. Going forward, your LTI target will be reduced to 0%.

•In the event your employment is terminated prior to October 1, 2024, for any reason other than cause (as determined by Sysco in its sole discretion), you will be eligible for a one-time payment equivalent to the fair market value of any unvested restricted stock units (RSU) as of your date of termination that were issued to you during your employment, and the actual achievement of the performance metrics as of your date of termination for the performance share units (PSU) that were granted in fiscal year 2022. This payment will be made within thirty (30) days following your termination date or as soon as administratively possible.

•Based on your reduced work hours, you will no longer be eligible for Sysco’s standard employee benefits, other than participation in Sysco’s 401k Plan.

•You will be eligible for COBRA and receive company subsidized health care coverage. Provided that you and your eligible dependents, if any, are participating in Sysco’s group health, dental and vision plans as of the effective date in this role and elect on a timely basis for this participation in some or all the offered plans through the federal law commonly known as COBRA, Sysco will subsidize the premium cost for COBRA continuation. You will continue paying the normal monthly contributions towards the premium cost and will be billed directly for this amount. You will continue to be eligible for the company subsidized health care coverage until the earlier of (1) the date you are eligible to enroll in the health, dental and/or vision plans of another employer, (2) your COBRA eligibility ends, or (3) your employment terminates for any reason. These subsidized payments may be subject to applicable withholdings as required by law.

Please be advised that this letter is not intended to create or imply any contract or contractual rights between you and Sysco Corporation. Any employee may terminate his/her employment at any time, with or without reason, and the company retains the same right.

Judy Sansone Page 2

Judy, we are excited about the continued contributions to our success that you will deliver through this important role. If you have any questions, please contact me, Neil Russell, or Ron Phillips.

Sincerely,

/s/ Kevin Hourican

Kevin Hourican

Chief Executive Officer Agreed and Accepted:

/s/ Judy Sanson        October 5, 2023

Judy Sansone    Date

cc: Neil Russell, Senior Vice President, Corporate Affairs and Chief Administrative Officer Ron Phillips, Executive Vice President and Chief Human Resources Officer

Melanie Filas, Vice President, Total Rewards

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Kevin P. Hourican, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 31, 2023

/s/ KEVIN P. HOURICAN

Kevin P. Hourican

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Kenny K. Cheung, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 31, 2023

/s/ KENNY K. CHEUNG

Kenny K. Cheung

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Kevin P. Hourican, President and Chief Executive Officer, of Sysco Corporation (the “company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.The company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 (“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: October 31, 2023

/s/ KEVIN P. HOURICAN

Kevin P. Hourican

President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Kenny K. Cheung, 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 September 30, 2023 (“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: October 31, 2023

/s/ KENNY K. CHEUNG

Kenny K. Cheung

Executive Vice President and Chief Financial Officer

XML

COVER PAGE - shares	3 Months Ended
	Sep. 30, 2023	Oct. 13, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	1-6544
Entity Registrant Name	Sysco Corporation
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	74-1648137
Entity Address, Address Line One	1390 Enclave Parkway
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77077-2099
City Area Code	281
Local Phone Number	584-1390
Title of each class	Common stock, $1.00 Par Value
Trading Symbol	SYY
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		504,371,970
Entity Central Index Key	0000096021
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Current Fiscal Year End Date	--06-29

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Jul. 01, 2023
Current assets
Cash and cash equivalents	$ 569,104	$ 745,201
Accounts receivable, less allowances of $61,475 and $45,599	5,338,699	5,091,970
Inventories	4,648,610	4,480,812
Prepaid expenses and other current assets	333,486	284,566
Income tax receivable	5,815	5,815
Total current assets	10,895,714	10,608,364
Plant and equipment at cost, less accumulated depreciation	5,021,424	4,915,049
Other long-term assets
Goodwill	4,719,385	4,645,754
Intangibles, less amortization	874,902	859,530
Deferred income taxes	421,037	420,450
Operating lease right-of-use assets, net	773,980	731,766
Other assets	566,309	640,232
Total other long-term assets	7,355,613	7,297,732
Total assets	23,272,751	22,821,145
Current liabilities
Accounts payable	5,796,398	6,025,757
Accrued expenses	2,176,934	2,251,181
Accrued income taxes	182,185	101,894
Current operating lease liabilities	109,669	99,051
Current maturities of long-term debt	188,978	62,550
Total current liabilities	8,454,164	8,540,433
Long-term liabilities
Long-term debt	10,703,873	10,347,997
Deferred income taxes	300,034	302,904
Long-term operating lease liabilities	695,717	656,269
Other long-term liabilities	958,614	931,708
Total long-term liabilities	12,658,238	12,238,878
Noncontrolling interest	34,550	33,212
Shareholders’ equity
Preferred stock, par value $1 per share Authorized 1,500,000 shares, issued none	0	0
Common stock, par value $1 per share Authorized 2,000,000,000 shares, issued 765,174,900 shares	765,175	765,175
Paid-in capital	1,838,986	1,814,681
Retained earnings	11,560,924	11,310,664
Accumulated other comprehensive loss	(1,326,800)	(1,252,590)
Treasury stock at cost, 260,971,761 and 260,062,834 shares	(10,712,486)	(10,629,308)
Total shareholders’ equity	2,125,799	2,008,622
Total liabilities and shareholders’ equity	$ 23,272,751	$ 22,821,145

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Jul. 01, 2023
Statement of Financial Position [Abstract]
Allowance for accounts receivable	$ 61,475	$ 45,599
Preferred stock, par value (in dollars per share)	$ 1	$ 1
Preferred stock, authorized (in shares)	1,500,000	1,500,000
Preferred stock, issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, authorized (in shares)	2,000,000,000	2,000,000,000
Common stock, issued (in shares)	765,174,900	765,174,900
Treasury stock (in shares)	260,971,761	260,062,834

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CONSOLIDATED RESULTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands		3 Months Ended
		Sep. 30, 2023	Oct. 01, 2022
Income Statement [Abstract]
Sales		$ 19,620,454	$ 19,126,830
Cost of sales		15,972,682	15,637,975
Gross profit		3,647,772	3,488,855
Operating expenses		2,844,190	2,752,054
Operating income		803,582	736,801
Interest expense		134,334	124,150
Other expense (income), net	[1]	6,640	17,749
Earnings before income taxes		662,608	594,902
Income taxes		159,216	129,334
Net earnings		$ 503,392	$ 465,568
Net earnings:
Basic earnings per share (in dollars per share)		$ 1.00	$ 0.92
Diluted earnings per share (in dollars per share)		$ 0.99	$ 0.91
Average shares outstanding (in shares)		505,126,492	507,578,576
Diluted shares outstanding (in shares)		507,069,435	510,383,149

[1] Gains and losses related to the disposition of fixed assets have been recognized within operating expenses. Prior year amounts have been reclassified to conform to this presentation.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Oct. 01, 2022
Statement of Comprehensive Income [Abstract]
Net earnings	$ 503,392	$ 465,568
Other comprehensive income (loss):
Foreign currency translation adjustment	(108,194)	(232,182)
Items presented net of tax:
Amortization of cash flow hedges	2,170	2,155
Change in net investment hedges	0	23,509
Change in cash flow hedges	27,148	(26,390)
Changes in excluded components of fair value hedge	(20)	0
Amortization of prior service cost	146	74
Amortization of actuarial loss	4,982	6,891
Net actuarial gain arising in current year	503	0
Change in marketable securities	(945)	(3,328)
Total other comprehensive loss	(74,210)	(229,271)
Comprehensive income	$ 429,182	$ 236,297

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CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Treasury Stock
Beginning balance (in shares) at Jul. 02, 2022		765,174,900
Beginning balance at Jul. 02, 2022	$ 1,382,260	$ 765,175	$ 1,766,305	$ 10,539,722	$ (1,482,054)	$ (10,206,888)
Treasury stock, beginning balance (in shares) at Jul. 02, 2022						256,531,543
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	465,568			465,568
Foreign currency translation adjustment	(232,182)				(232,182)
Amortization of cash flow hedges, net of tax	2,155				2,155
Change in cash flow hedges, net of tax	(26,390)				(26,390)
Change in net investment hedges, net of tax	23,509				23,509
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax	6,965				6,965
Net actuarial gain arising in current year	0
Change in marketable securities, net of tax	(3,328)				(3,328)
Dividends declared	(248,154)			(248,154)
Treasury stock purchases (in shares)						3,099,268
Treasury stock purchases	(267,727)					$ (267,727)
Share-based compensation awards (in shares)						(1,215,822)
Share-based compensation awards	12,665		(11,896)			$ 24,561
Ending balance (in shares) at Oct. 01, 2022		765,174,900
Ending balance at Oct. 01, 2022	$ 1,115,341	$ 765,175	1,754,409	10,757,136	(1,711,325)	$ (10,450,054)
Treasury stock, ending balance (in shares) at Oct. 01, 2022						258,414,989
Beginning balance (in shares) at Jul. 01, 2023	765,174,900	765,174,900
Beginning balance at Jul. 01, 2023	$ 2,008,622	$ 765,175	1,814,681	11,310,664	(1,252,590)	$ (10,629,308)
Treasury stock, beginning balance (in shares) at Jul. 01, 2023	260,062,834					260,062,834
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	$ 503,392			503,392
Foreign currency translation adjustment	(108,194)				(108,194)
Amortization of cash flow hedges, net of tax	2,170				2,170
Change in cash flow hedges, net of tax	27,148				27,148
Changes in excluded components of fair value hedge, net of tax	(20)				(20)
Change in net investment hedges, net of tax	0
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax	5,128				5,128
Net actuarial gain arising in current year	503				503
Change in marketable securities, net of tax	(945)				(945)
Dividends declared	(253,132)			(253,132)
Treasury stock purchases (in shares)						1,382,947
Treasury stock purchases	(99,974)					$ (99,974)
Share-based compensation awards (in shares)						(474,020)
Share-based compensation awards	$ 41,101		24,305			$ 16,796
Ending balance (in shares) at Sep. 30, 2023	765,174,900	765,174,900
Ending balance at Sep. 30, 2023	$ 2,125,799	$ 765,175	$ 1,838,986	$ 11,560,924	$ (1,326,800)	$ (10,712,486)
Treasury stock, ending balance (in shares) at Sep. 30, 2023	260,971,761					260,971,761

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CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY (Unaudited) (Parenthetical) - $ / shares	3 Months Ended
	Sep. 30, 2023	Oct. 01, 2022
Statement of Stockholders' Equity [Abstract]
Dividends declared per common share (in dollars per share)	$ 0.50	$ 0.49

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CONSOLIDATED CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Oct. 01, 2022
Cash flows from operating activities:
Net earnings	$ 503,392	$ 465,568
Adjustments to reconcile net earnings to cash provided by operating activities:
Share-based compensation expense	24,234	27,224
Depreciation and amortization	206,007	188,924
Operating lease asset amortization	28,801	27,542
Amortization of debt issuance and other debt-related costs	4,554	5,435
Deferred income taxes	(22,201)	(31,226)
Provision for losses on receivables	17,659	3,865
Other non-cash items	(2,084)	5,011
Additional changes in certain assets and liabilities, net of effect of businesses acquired:
Increase in receivables	(284,826)	(576,585)
Increase in inventories	(184,674)	(283,252)
Increase in prepaid expenses and other current assets	(39,402)	(28,372)
(Decrease) increase in accounts payable	(187,574)	288,517
Decrease in accrued expenses	(40,173)	(10,893)
Decrease in operating lease liabilities	(26,668)	(33,319)
Increase in accrued income taxes	80,292	109,280
Decrease in other assets	20,193	17,627
Decrease in other long-term liabilities	(10,378)	(16,740)
Net cash provided by operating activities	87,152	158,606
Cash flows from investing activities:
Additions to plant and equipment	(171,364)	(167,260)
Proceeds from sales of plant and equipment	11,012	22,448
Acquisition of businesses, net of cash acquired	(219,264)	(32,651)
Purchase of marketable securities	(308)	(3,296)
Proceeds from sales of marketable securities	0	2,650
Other investing activities	0	3,274
Net cash used for investing activities	(379,924)	(174,835)
Cash flows from financing activities:
Bank and commercial paper borrowings, net	300,000	97,000
Other debt borrowings including senior notes	126,816	59,063
Other debt repayments including senior notes	(19,587)	(18,104)
Debt issuance costs	(492)	0
Proceeds from stock option exercises	17,399	24,561
Stock repurchases	(99,974)	(267,727)
Dividends paid	(252,880)	(249,294)
Other financing activities	(5,006)	(45,851)
Net cash provided by (used for) financing activities	66,276	(400,352)
Effect of exchange rates on cash, cash equivalents and restricted cash	(11,427)	(11,369)
Net decrease in cash, cash equivalents and restricted cash	(237,923)	(427,950)
Cash, cash equivalents and restricted cash at beginning of period	966,032	931,376
Cash, cash equivalents and restricted cash at end of period	728,109	503,426
Cash paid during the period for:
Interest	94,065	84,010
Income taxes, net of refunds	$ 103,277	$ 47,985

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BASIS OF PRESENTATION

3 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION

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

These financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended July 1, 2023. Certain footnote disclosures included in annual financial statements prepared in accordance with generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to applicable rules and regulations for interim financial statements.

Supplemental Cash Flow Information

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

	Sep. 30, 2023		Oct. 1, 2022
	(In thousands)
Cash and cash equivalents	$	569,104	$	437,670
Restricted cash (1)	159,005		65,756
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows	$	728,109	$	503,426

(1) Restricted cash primarily represents cash and cash equivalents of Sysco’s wholly owned captive insurance subsidiary, restricted for use to secure the insurer’s obligations for workers’ compensation, general liability and auto liability programs. Restricted cash is located within other assets in each consolidated balance sheet.

The following table sets forth the company’s non-cash investing and financing activities:

	Sep. 30, 2023		Oct. 1, 2022
	(In thousands)
Non-cash investing and financing activities:
Plant and equipment acquired through financing programs	$	82,543	$	—
Assets obtained in exchange for finance lease obligations	26,817		13,835

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NEW ACCOUNTING STANDARDS

3 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

NEW ACCOUNTING STANDARDS

NEW ACCOUNTING STANDARDS

Liabilities – Supplier Financing Programs

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

The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2022, which is the first quarter of fiscal 2024 for Sysco, except for the roll forward requirement, which is effective annually for fiscal years beginning after December 15, 2023, which is fiscal year 2025 for Sysco. Early adoption is permitted. The guidance requires retrospective application to all periods in which a balance sheet is presented, except for the roll forward requirement, which will be applied prospectively.

Sysco completed its assessment of the disclosures required under ASU 2022-04 and adopted the standard, with the exception of the roll forward requirement, in the first quarter of fiscal 2024 on a retrospective basis. The company has agreements with third parties to provide supplier finance programs which facilitate participating suppliers’ ability to finance payment obligations from the company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the company prior to their scheduled due dates at a discounted price to participating financial institutions. Obligations of the company that have been confirmed as valid require payment by Sysco upon the due date of the obligation.

The company’s outstanding payment obligations that suppliers financed to participating financial institutions, which are included in accounts payable on the consolidated balance sheets, are as follows:

	Sep. 30, 2023		Jul. 1, 2023		Oct. 1, 2022		Jul. 2, 2022
	(In thousands)
Financed payment obligations	$	98,248	$	99,606	$	101,083	$	90,267

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REVENUE

3 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

REVENUE

REVENUE

The company recognizes revenues when its performance obligations are satisfied in an amount that reflects the consideration Sysco expects to be entitled to receive in exchange for those goods and services. Customer receivables, which are included in accounts receivable, less allowances in the consolidated balance sheet, were $5.1 billion and $4.7 billion as of September 30, 2023 and July 1, 2023, respectively.

Sysco has certain customer contracts in which upfront monies are paid to its customers. These payments have become industry practice and are not related to financing of the customer’s business. They are not associated with any distinct good or service to be received from the customer and, therefore, are treated as a reduction of transaction prices. All upfront payments are capitalized in other assets and amortized over the life of the contract or the expected life of the relationship with the customer on a straight-line basis. As of September 30, 2023, Sysco’s contract assets were not significant. Sysco has no significant commissions paid that are directly attributable to obtaining a particular contract.

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

	13-Week Period Ended Sep. 30, 2023
	US Foodservice Operations		International Foodservice Operations		SYGMA		Other		Total
	(In thousands)
Principal Product Categories
Canned and dry products	$	2,684,668	$	831,543	$	232,985	$	—	$	3,749,196
Fresh and frozen meats	2,569,190		519,741		480,589		—		3,569,520
Frozen fruits, vegetables, bakery and other	2,027,934		673,548		305,299		—		3,006,781
Dairy products	1,453,960		414,171		141,431		—		2,009,562
Poultry	1,361,695		291,322		273,708		—		1,926,725
Fresh produce	1,361,357		274,718		70,318		—		1,706,393
Paper and disposables	993,837		141,163		186,543		16,282		1,337,825
Seafood	577,635		125,025		43,515		—		746,175
Beverage products	362,665		170,553		146,222		23,866		703,306
Other (1)	330,858		241,426		25,404		267,283		864,971
Total Sales	$	13,723,799	$	3,683,210	$	1,906,014	$	307,431	$	19,620,454

(1) Other sales relate to non-food products, including textiles and amenities for our hotel supply business, equipment, and other janitorial products, medical supplies and smallwares.

	13-Week Period Ended Oct. 1, 2022
	US Foodservice Operations		International Foodservice Operations		SYGMA		Other		Total
	(In thousands)
Principal Product Categories
Canned and dry products	$	2,577,255	$	691,374	$	236,168	$	2,068	$	3,506,865
Fresh and frozen meats	2,465,450		453,364		463,440		—		3,382,254
Frozen fruits, vegetables, bakery and other	1,843,464		580,032		309,197		149		2,732,842
Poultry	1,574,251		292,849		277,464		—		2,144,564
Dairy products	1,525,483		366,847		164,648		—		2,056,978
Fresh produce	1,337,919		254,737		65,244		—		1,657,900
Paper and disposables	1,022,904		144,068		209,358		15,056		1,391,386
Seafood	638,405		121,201		40,124		—		799,730
Beverage products	315,619		136,475		138,169		24,657		614,920
Other (1)	301,732		242,788		29,645		265,226		839,391
Total Sales	$	13,602,482	$	3,283,735	$	1,933,457	$	307,156	$	19,126,830

(1) Other sales relate to non-food products, including textiles and amenities for our hotel supply business, equipment, and other janitorial products, medical supplies and smallwares.

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ACQUISITIONS

3 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS

ACQUISITIONS

During the first 13 weeks of fiscal 2024, the company paid cash of $219.3 million for the acquisition of BIX Produce Company.

Certain acquisitions involve contingent consideration that may include earnout agreements that are typically payable over periods of up to three years in the event that certain operating results are achieved. As of September 30, 2023, aggregate contingent consideration outstanding was $57.2 million, of which $55.6 million was recorded as earnout liabilities. Earnout liabilities are all measured using unobservable inputs that are considered a Level 3 fair value measurement.

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FAIR VALUE MEASUREMENTS

3 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

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

The following tables present the company’s assets measured at fair value on a recurring basis as of September 30, 2023 and July 1, 2023:

	Assets Measured at Fair Value as of Sep. 30, 2023
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash equivalents
Cash and cash equivalents	$	215,714	$	10,027	$	—	$	225,741
Other assets (1)	159,005		—		—		159,005
Total assets at fair value	$	374,719	$	10,027	$	—	$	384,746

(1) Represents restricted cash balance recorded within other assets in the consolidated balance sheet.

	Assets Measured at Fair Value as of Jul. 1, 2023
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash equivalents
Cash and cash equivalents	$	308,952	$	10,021	$	—	$	318,973
Other assets (1)	220,831		—		—		220,831
Total assets at fair value	$	529,783	$	10,021	$	—	$	539,804

(1) Represents restricted cash balance recorded within other assets in the consolidated balance sheet.

The carrying values of accounts receivable and accounts payable approximated their respective fair values due to their short-term maturities. The fair value of Sysco’s total debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the company for new debt with the same maturities as existing debt, and is considered a Level 2 measurement. The fair value of total debt was approximately $9.8 billion as of September 30, 2023 and $9.8 billion as of July 1, 2023, while the carrying value was $10.9 billion as of September 30, 2023 and $10.4 billion as of July 1, 2023.

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MARKETABLE SECURITIES

3 Months Ended

Sep. 30, 2023

Investments, Debt and Equity Securities [Abstract]

MARKETABLE SECURITIES

MARKETABLE SECURITIES

Sysco invests a portion of the assets held by its wholly owned captive insurance subsidiary in a restricted investment portfolio of marketable fixed income securities, which have been classified and accounted for as available-for-sale. The company includes fixed income securities maturing in less than 12 months within prepaid expenses and other current assets and includes fixed income securities maturing in more than 12 months within other assets in the accompanying consolidated balance sheets. The company records the amounts at fair market value, which is determined using quoted market prices at the end of the reporting period.

Unrealized gains and any portion of a security’s unrealized loss attributable to non-credit losses are recorded in accumulated other comprehensive loss. There were no significant credit losses recognized in the first 13 weeks of fiscal 2024.

The following table presents the company’s available-for-sale marketable securities as of September 30, 2023 and July 1, 2023:

	Sep. 30, 2023
	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Short-Term Marketable Securities		Long-Term Marketable Securities
	(In thousands)
Fixed income securities:
Corporate bonds	$	99,567	$	—	$	(7,211)	$	92,356	$	22,838	$	69,518
Government bonds	29,703		—		(2,579)		27,124		—		27,124
Total marketable securities	$	129,270	$	—	$	(9,790)	$	119,480	$	22,838	$	96,642
	Jul. 1, 2023
	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Short-Term Marketable Securities		Long-Term Marketable Securities
	(In thousands)
Fixed income securities:
Corporate bonds	$	99,501	$	96	$	(6,777)	$	92,820	$	12,767	$	80,053
Government bonds	29,777		—		(1,913)		27,864		—		27,864
Total marketable securities	$	129,278	$	96	$	(8,690)	$	120,684	$	12,767	$	107,917

As of September 30, 2023, the balance of available-for-sale securities by contractual maturity is shown in the following table. Within the table, maturities of fixed income securities have been allocated based upon timing of estimated cash flows. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.

	Sep. 30, 2023
	(In thousands)
Due in one year or less	$	22,838
Due after one year through five years	58,455
Due after five years through ten years	38,187
Total	$	119,480

There were no significant realized gains or losses in marketable securities in the first 13 weeks of fiscal 2024.

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DERIVATIVE FINANCIAL INSTRUMENTS

3 Months Ended

Sep. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

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

Hedging of interest rate risk

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

Hedging of foreign currency risk

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

Additionally, Sysco has cross-currency swaps designated as fair value hedges for the purpose of hedging foreign currency risk associated with changes in spot rates on foreign denominated intercompany loans. Sysco has elected to exclude the changes in fair value of the forward points from the assessments of hedge effectiveness. Gains or losses from fair value hedges impact the same category on the consolidated statements of income as the item being hedged, including the earnings impact of the excluded components. Unrealized gains or losses on components excluded from hedge effectiveness are recorded as a component of accumulated other comprehensive income and recognized into earnings over the life of the hedged instrument. Except for the excluded components, changes in the fair value of the derivative instrument designated as a fair value hedge are offset against changes in fair value of the hedged assets or liabilities through earnings.

Hedging of fuel price risk

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

None of the company’s hedging instruments contain credit-risk-related contingent features. Details of outstanding hedging instruments as of September 30, 2023 are presented below:

Maturity Date of the Hedging Instrument	Currency / Unit of Measure	Notional Value
		(In millions)
Hedging of foreign currency risk
Various (October 2023)	Swedish Krona	73
Various (October 2023 to April 2024)	British Pound Sterling	23
May 2024	Mexican Peso	439
April 2025	Canadian Dollar	180
Hedging of fuel risk
Various (October 2023 to December 2025)	Gallons	62

The location and the fair value of derivative instruments designated as hedges in the consolidated balance sheet as of September 30, 2023 and July 1, 2023 are as follows:

		Derivative Fair Value
	Balance Sheet location	Sep. 30, 2023		Jul. 1, 2023
		(In thousands)
Fair Value Hedges:
Cross currency swaps	Other current liabilities	$	785	$	1,262
Cross currency swaps	Other long-term liabilities	2,237		—
Cash Flow Hedges:
Fuel swaps	Other current assets	9,509		102
Foreign currency forwards	Other current assets	178		624
Fuel swaps	Other assets	2,290		40
Fuel swaps	Other current liabilities	725		17,932
Foreign currency forwards	Other current liabilities	225		404
Fuel swaps	Other long-term liabilities	1		5,637

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

	13-Week Period Ended
	Sep. 30, 2023		Oct. 1, 2022
	(In thousands)
Total amounts of income and expense line items presented in the consolidated results of operations in which the effects of fair value hedges are recorded	$	6,640	$	124,150
Gain or (loss) on fair value hedging relationships:
Interest rate swaps:
Hedged items	$	—	$	2,376
Derivatives designated as hedging instruments	—		(4,759)
Cross currency swaps:
Hedged items	$	2,996	$	—
Derivatives designated as hedging instruments	(2,996)		—

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

	13-Week Period Ended
	Sep. 30, 2023		Oct. 1, 2022
	(In thousands)
Interest expense	$	—	$	(1,939)
Decrease in fair value of debt	—		(4,315)
Foreign currency gain (loss)	(2,996)		—
Hedged items	$	2,996	$	2,376

The location and effect of cash flow, net investment, and excluded components of fair value hedges on the consolidated statements of comprehensive income for the 13-week periods ended September 30, 2023 and October 1, 2022, presented on a pretax basis, are as follows:

	13-Week Period Ended Sep. 30, 2023
	Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives		Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
	(In thousands)			(In thousands)
Derivatives in cash flow hedging relationships:
Fuel swaps	$	34,499	Operating expense	$	2,334
Foreign currency contracts	(284)		Cost of sales / Other income	—
Total	$	34,215		$	2,334
Derivatives in net investment hedging relationships:
Foreign denominated debt	$	—	N/A	$	—
Derivatives in fair value hedging relationships:
Change in excluded component of fair value hedge	$	(26)	Other expense (income)	$	—
	13-Week Period Ended Oct. 1, 2022
	Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives		Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
	(In thousands)			(In thousands)
Derivatives in cash flow hedging relationships:
Fuel swaps	$	(36,295)	Operating expense	$	12,985
Foreign currency contracts	286		Cost of sales / Other income	—
Total	$	(36,009)		$	12,985
Derivatives in net investment hedging relationships:
Foreign denominated debt	$	31,346	N/A	$	—

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DEBT

3 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

DEBT

DEBT

Sysco has a long-term revolving credit facility that includes aggregate commitments of the lenders thereunder of $3.0 billion, with an option to increase such commitments to $4.0 billion. As of September 30, 2023, there were $116.5 million in borrowings outstanding under this facility.

Sysco has a U.S commercial paper program allowing the company to issue short-term unsecured notes in an aggregate amount not to exceed $3.0 billion. Any outstanding amounts are classified within long-term debt, as the program is supported by the long-term revolving credit facility. As of September 30, 2023, there were $300.0 million in commercial paper issuances outstanding under this program.

The total carrying value of our debt was $10.9 billion as of September 30, 2023 and $10.4 billion as of July 1, 2023. The increase in the carrying value of our debt from the prior year was due to new financing leases in support of equipment and borrowings under our long-term revolving credit facility and commercial paper program.

On October 17, 2023, Sysco entered into a new commercial paper dealer agreement with Barclays Bank of Ireland for a commercial paper program with borrowings not to exceed €250 million.

Information regarding the guarantors of our registered debt securities is contained in the section captioned Guarantor Summarized Financial Information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this Form 10-Q.

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EARNINGS PER SHARE

3 Months Ended

Sep. 30, 2023

Earnings Per Share, Basic [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

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

	13-Week Period Ended
	Sep. 30, 2023		Oct. 1, 2022
	(In thousands, except for share and per share data)
Numerator:
Net earnings	$	503,392	$	465,568
Denominator:
Weighted-average basic shares outstanding	505,126,492		507,578,576
Dilutive effect of share-based awards	1,942,943		2,804,573
Weighted-average diluted shares outstanding	507,069,435		510,383,149
Basic earnings per share	$	1.00	$	0.92
Diluted earnings per share	$	0.99	$	0.91

The number of securities that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 5,988,000 and 1,393,000 for the first quarter of fiscal 2024 and fiscal 2023, respectively.

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OTHER COMPREHENSIVE INCOME

3 Months Ended

Sep. 30, 2023

Other Comprehensive Income (Loss), Net of Tax [Abstract]

OTHER COMPREHENSIVE INCOME

OTHER COMPREHENSIVE INCOME

Comprehensive income is net earnings plus certain other items that are recorded directly to shareholders’ equity, such as foreign currency translation adjustment, changes in marketable securities, amounts related to certain hedging arrangements and amounts related to pension and other postretirement plans. Comprehensive income was $429.2 million and $236.3 million for the first quarter of fiscal 2024 and fiscal 2023, respectively.

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

		13-Week Period Ended Sep. 30, 2023
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount		Tax		Net of Tax Amount
		(In thousands)
Pension and other postretirement benefit plans:
Other comprehensive income before reclassification adjustments:
Net actuarial gain, arising in the current year	Other expense, net	$	672	$	169	$	503
Total other comprehensive income before reclassification adjustments		672		169		503
Reclassification adjustments:
Amortization of prior service cost	Other expense, net	195		49		146
Amortization of actuarial loss, net	Other expense, net	6,641		1,659		4,982
Total reclassification adjustments		6,836		1,708		5,128
Foreign currency translation:
Foreign currency translation adjustment	N/A	(108,194)		—		(108,194)
Marketable securities:
Change in marketable securities (1)	N/A	(1,196)		(251)		(945)
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in excluded component of fair value   hedge	Other expense, net	(26)		(6)		(20)
Change in cash flow hedges	Operating expenses (2)	34,215		7,067		27,148
Total other comprehensive income (loss) before reclassification adjustments		34,189		7,061		27,128
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	2,893		723		2,170
Total other comprehensive income (loss)		$	(64,800)	$	9,410	$	(74,210)

(1)	Realized gains or losses on marketable securities are presented within other (income) expense, net in the consolidated results of operations; however, there were no significant gains or losses realized in the first quarter of fiscal 2024.
(2)	Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.

		13-Week Period Ended Oct. 1, 2022
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount		Tax		Net of Tax Amount
		(In thousands)
Pension and other postretirement benefit plans:
Reclassification adjustments:
Amortization of prior service cost	Other expense, net	$	99	$	25	$	74
Amortization of actuarial loss, net	Other expense, net	9,186		2,295		6,891
Total reclassification adjustments		9,285		2,320		6,965
Foreign currency translation:
Foreign currency translation adjustment	N/A	(232,182)		—		(232,182)
Marketable securities:
Change in marketable securities (1)	N/A	(4,212)		(884)		(3,328)
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in cash flow hedges	Operating expenses (2)	(36,009)		(9,619)		(26,390)
Change in net investment hedges	N/A	31,346		7,837		23,509
Total other comprehensive income before reclassification adjustments		(4,663)		(1,782)		(2,881)
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	2,874		719		2,155
Total other comprehensive income (loss)		$	(228,898)	$	373	$	(229,271)

(1)	Realized gains or losses on marketable securities are presented within other (income) expense, net in the consolidated results of operations; however, there were no significant gains or losses realized in the first quarter of fiscal 2023.
(2)	Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.

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SHARE-BASED COMPENSATION

3 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

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

Stock Incentive Plans

In the first 13 weeks of fiscal 2024, options to purchase 770,442 shares were granted to employees. The fair value of each option award is estimated as of the date of grant using a Black-Scholes option pricing model. The weighted average grant-date fair value per option granted during the first 13 weeks of fiscal 2024 was $19.33.

In the first 13 weeks of fiscal 2024, employees were granted 495,045 performance share units (PSUs). Based on the jurisdiction in which the employee resides, some of these PSUs were granted with forfeitable dividend equivalents. The fair value of each PSU award granted with a dividend equivalent is based on the company’s stock price as of the date of grant. For PSUs granted without dividend equivalents, the fair value was reduced by the present value of expected dividends during the vesting period. The weighted average grant-date fair value per PSU granted during the first 13 weeks of fiscal 2024 was $75.10. The PSUs will convert into shares of Sysco’s common stock at the end of the three-year performance period based on actual performance targets achieved, as well as the market-based return of Sysco’s common stock relative to that of each company within the S&P 500 index.

In the first 13 weeks of fiscal 2024, employees were granted 339,386 restricted stock units. The weighted average grant-date fair value per restricted stock unit granted during the first 13 weeks of fiscal 2024 was $72.28.

Employee Stock Purchase Plan

Plan participants purchased 360,130 shares of common stock under the ESPP during the first 13 weeks of fiscal 2024. The weighted average fair value per employee stock purchase right issued pursuant to the ESPP was $9.91 during the first 13 weeks of fiscal 2024. The fair value of each stock purchase right is estimated as the difference between the stock price at the date of issuance and the employee purchase price.

All Share-Based Payment Arrangements

The total share-based compensation cost that has been recognized in results of operations was $24.2 million and $27.2 million for the first 13 weeks of fiscal 2024 and fiscal 2023, respectively.

As of September 30, 2023, there was $165.3 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 2.07 years.

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INCOME TAXES

3 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

Effective Tax Rate

For the first quarter of fiscal 2024, the company’s effective tax rate of 24.03% is higher than the company’s statutory tax rate as a result of state income taxes, and partially offset by a foreign income tax benefit. For the first quarter of fiscal 2023, the company’s effective tax rate of 21.74% was higher than the company’s statutory tax rate as a result of state income taxes, partially offset by a foreign income tax benefit and equity-based compensation excess tax benefits.

Uncertain Tax Positions

As of September 30, 2023, the gross amount of unrecognized tax benefit and related accrued interest was $32.4 million and $8.7 million, respectively. It is reasonably possible that the amount of the unrecognized tax benefit with respect to certain unrecognized tax positions of the company will increase or decrease in the next 12 months. At this time, an estimate of the range of the reasonably possible change cannot be made.

During the third quarter of fiscal 2023, Sysco received a Statutory Notice of Deficiency from the Internal Revenue Service, mainly related to foreign tax credits generated in fiscal 2018 from repatriated earnings primarily from our Canadian operations. In the fourth quarter of fiscal 2023, the company filed suit in the U.S. Tax Court challenging the validity of certain tax regulations related to the one-time transition tax on unrepatriated foreign earnings, which was enacted as part of the Tax Cuts and Jobs Act of 2017 (TCJA). The lawsuit seeks to have the court invalidate these regulations, which would affirm the company’s position regarding its foreign tax credits. Sysco has previously recorded a benefit of $131.0 million attributable to its interpretation of the TCJA and the Internal Revenue Code. If the company is ultimately unsuccessful in defending its position, it may be required to reverse all, or some portion, of the benefit previously recorded.

Other

The determination of the company’s provision for income taxes requires judgment, the use of estimates and the interpretation and application of complex tax laws. The company’s provision for income taxes reflects income earned and taxed in the various United States (U.S.) federal and state, as well as foreign jurisdictions. Tax law changes, increases or decreases in permanent book versus tax basis differences, accruals or adjustments of accruals for unrecognized tax benefits or valuation

allowances, and the company’s change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Legal Proceedings

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

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BUSINESS SEGMENT INFORMATION

3 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

BUSINESS SEGMENT INFORMATION

BUSINESS SEGMENT INFORMATION

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

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

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

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

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

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

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

	13-Week Period Ended
	Sep. 30, 2023		Oct. 1, 2022
Sales:	(In thousands)
U.S. Foodservice Operations	$	13,723,799	$	13,602,482
International Foodservice Operations	3,683,210		3,283,735
SYGMA	1,906,014		1,933,457
Other	307,431		307,156
Total	$	19,620,454	$	19,126,830
	13-Week Period Ended
	Sep. 30, 2023		Oct. 1, 2022
Operating income (loss):	(In thousands)
U.S. Foodservice Operations	$	940,971	$	905,712
International Foodservice Operations	93,483		86,980
SYGMA	12,767		5,696
Other	11,823		11,538
Total segments	1,059,044		1,009,926
Global Support Center	(255,462)		(273,125)
Total operating income	803,582		736,801
Interest expense	134,334		124,150
Other expense, net	6,640		17,749
Earnings before income taxes	$	662,608	$	594,902

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Oct. 01, 2022
Pay vs Performance Disclosure
Net earnings	$ 503,392	$ 465,568

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Insider Trading Arrangements

3 Months Ended

Sep. 30, 2023

shares

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

The table below shows the outstanding plans or other arrangements (each, a (Plan)) providing for the purchase and/or sale of Sysco securities by Sysco’s directors and Section 16 officers, including those Plans adopted or terminated during the quarter ended September 30, 2023:

Name	Title	Action	Date	Trading Arrangement		Number of Securities Converted	Expiration Date (4)
				Rule 10b5-1 (1)	Non-Rule 10b5-1 (2)
Kevin Hourican	President and Chief Executive Officer	Adopt	May 4, 2023	X		75,019 shares to be sold	March 1, 2024
Greg Bertrand	Executive Vice President, US Foodservice Operations	Adopt	February 15, 2023	X		92,145 shares to be sold (3)	December 31, 2024
Neil Russell	Senior Vice President, Corporate Affairs and Chief Administrative Officer	Adopt	February 14, 2023	X		1,056 shares to be sold 1,000 shares to be acquired and held upon the exercise of vested stock options	December 29, 2023
Scott Stone	Vice President, Financial Reporting and former Interim Chief Accounting Officer	Adopt	February 6, 2023	X		21,884 shares to be sold	March 7, 2024

(1)	Intended to satisfy the affirmative defense conditions of SEC Rule 10b5-1(c).
(2)	Non-Rule Rule 10b5-1 trading arrangement as defined in Item 408 of Regulation S-K.
(3)	The shares reported for Mr. Bertrand include 3,444 shares directly held by Mr. Bertrand’s children and covered under three separate trading plans with identical adoption and expiration dates.
(4)	Each Plan terminates on the earlier of: (i) the expiration date listed in the table above; (ii) the first date on which all trades set forth in the Plan have been executed; or (iii) such date the Plan is otherwise terminated according to its terms.

Rule 10b5-1 Arrangement Adopted

false

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Kevin Hourican [Member]

Trading Arrangements, by Individual

Name

Kevin Hourican

Title

President and Chief Executive Officer

Adoption Date

May 4, 2023

Arrangement Duration

302 days

Aggregate Available

75,019

Greg Bertrand [Member]

Trading Arrangements, by Individual

Name

Greg Bertrand

Title

Executive Vice President, US Foodservice Operations

Adoption Date

February 15, 2023

Arrangement Duration

685 days

Aggregate Available

92,145

Neil Russell [Member]

Trading Arrangements, by Individual

Name

Neil Russell

Title

Senior Vice President,Corporate Affairs and Chief Administrative Officer

Adoption Date

February 14, 2023

Arrangement Duration

318 days

Aggregate Available

1,056

Scott Stone [Member]

Trading Arrangements, by Individual

Name

Scott Stone

Title

Vice President, Financial Reporting and former Interim Chief Accounting Officer

Adoption Date

February 6, 2023

Arrangement Duration

395 days

Aggregate Available

21,884

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BASIS OF PRESENTATION (Policies)

3 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Liabilities – Supplier Financing Programs

Liabilities – Supplier Financing Programs

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

The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2022, which is the first quarter of fiscal 2024 for Sysco, except for the roll forward requirement, which is effective annually for fiscal years beginning after December 15, 2023, which is fiscal year 2025 for Sysco. Early adoption is permitted. The guidance requires retrospective application to all periods in which a balance sheet is presented, except for the roll forward requirement, which will be applied prospectively.

Sysco completed its assessment of the disclosures required under ASU 2022-04 and adopted the standard, with the exception of the roll forward requirement, in the first quarter of fiscal 2024 on a retrospective basis. The company has agreements with third parties to provide supplier finance programs which facilitate participating suppliers’ ability to finance payment obligations from the company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the company prior to their scheduled due dates at a discounted price to participating financial institutions. Obligations of the company that have been confirmed as valid require payment by Sysco upon the due date of the obligation.

Fair Value Measurements

The fair value of the company’s marketable securities are all measured using inputs that are considered a Level 2 measurement, as they rely on quoted prices in markets that are not actively traded or observable inputs over the full term of the asset. The location and the fair value of the company’s marketable securities in the consolidated balance sheet are disclosed in Note 6, “Marketable Securities.” The fair value of the company’s derivative instruments are all measured using inputs that are considered a Level 2 measurement, as they are not actively traded and are valued using pricing models that use observable market quotations. The location and the fair value of derivative assets and liabilities designated as hedges in the consolidated balance sheet are disclosed in Note 7, “Derivative Financial Instruments.”

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BASIS OF PRESENTATION (Tables)

3 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash

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

	Sep. 30, 2023		Oct. 1, 2022
	(In thousands)
Cash and cash equivalents	$	569,104	$	437,670
Restricted cash (1)	159,005		65,756
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows	$	728,109	$	503,426

(1) Restricted cash primarily represents cash and cash equivalents of Sysco’s wholly owned captive insurance subsidiary, restricted for use to secure the insurer’s obligations for workers’ compensation, general liability and auto liability programs. Restricted cash is located within other assets in each consolidated balance sheet.

Schedule of Restrictions on Cash and Cash Equivalents

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

	Sep. 30, 2023		Oct. 1, 2022
	(In thousands)
Cash and cash equivalents	$	569,104	$	437,670
Restricted cash (1)	159,005		65,756
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows	$	728,109	$	503,426

(1) Restricted cash primarily represents cash and cash equivalents of Sysco’s wholly owned captive insurance subsidiary, restricted for use to secure the insurer’s obligations for workers’ compensation, general liability and auto liability programs. Restricted cash is located within other assets in each consolidated balance sheet.

Schedule of Non-cash Investing and Financing Activities

The following table sets forth the company’s non-cash investing and financing activities:

	Sep. 30, 2023		Oct. 1, 2022
	(In thousands)
Non-cash investing and financing activities:
Plant and equipment acquired through financing programs	$	82,543	$	—
Assets obtained in exchange for finance lease obligations	26,817		13,835

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NEW ACCOUNTING STANDARDS (Tables)

3 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule of Supplier Finance Program

The company’s outstanding payment obligations that suppliers financed to participating financial institutions, which are included in accounts payable on the consolidated balance sheets, are as follows:

	Sep. 30, 2023		Jul. 1, 2023		Oct. 1, 2022		Jul. 2, 2022
	(In thousands)
Financed payment obligations	$	98,248	$	99,606	$	101,083	$	90,267

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REVENUE (Tables)

3 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

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

	13-Week Period Ended Sep. 30, 2023
	US Foodservice Operations		International Foodservice Operations		SYGMA		Other		Total
	(In thousands)
Principal Product Categories
Canned and dry products	$	2,684,668	$	831,543	$	232,985	$	—	$	3,749,196
Fresh and frozen meats	2,569,190		519,741		480,589		—		3,569,520
Frozen fruits, vegetables, bakery and other	2,027,934		673,548		305,299		—		3,006,781
Dairy products	1,453,960		414,171		141,431		—		2,009,562
Poultry	1,361,695		291,322		273,708		—		1,926,725
Fresh produce	1,361,357		274,718		70,318		—		1,706,393
Paper and disposables	993,837		141,163		186,543		16,282		1,337,825
Seafood	577,635		125,025		43,515		—		746,175
Beverage products	362,665		170,553		146,222		23,866		703,306
Other (1)	330,858		241,426		25,404		267,283		864,971
Total Sales	$	13,723,799	$	3,683,210	$	1,906,014	$	307,431	$	19,620,454

(1) Other sales relate to non-food products, including textiles and amenities for our hotel supply business, equipment, and other janitorial products, medical supplies and smallwares.

	13-Week Period Ended Oct. 1, 2022
	US Foodservice Operations		International Foodservice Operations		SYGMA		Other		Total
	(In thousands)
Principal Product Categories
Canned and dry products	$	2,577,255	$	691,374	$	236,168	$	2,068	$	3,506,865
Fresh and frozen meats	2,465,450		453,364		463,440		—		3,382,254
Frozen fruits, vegetables, bakery and other	1,843,464		580,032		309,197		149		2,732,842
Poultry	1,574,251		292,849		277,464		—		2,144,564
Dairy products	1,525,483		366,847		164,648		—		2,056,978
Fresh produce	1,337,919		254,737		65,244		—		1,657,900
Paper and disposables	1,022,904		144,068		209,358		15,056		1,391,386
Seafood	638,405		121,201		40,124		—		799,730
Beverage products	315,619		136,475		138,169		24,657		614,920
Other (1)	301,732		242,788		29,645		265,226		839,391
Total Sales	$	13,602,482	$	3,283,735	$	1,933,457	$	307,156	$	19,126,830

(1) Other sales relate to non-food products, including textiles and amenities for our hotel supply business, equipment, and other janitorial products, medical supplies and smallwares.

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FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value Table

The following tables present the company’s assets measured at fair value on a recurring basis as of September 30, 2023 and July 1, 2023:

	Assets Measured at Fair Value as of Sep. 30, 2023
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash equivalents
Cash and cash equivalents	$	215,714	$	10,027	$	—	$	225,741
Other assets (1)	159,005		—		—		159,005
Total assets at fair value	$	374,719	$	10,027	$	—	$	384,746

(1) Represents restricted cash balance recorded within other assets in the consolidated balance sheet.

	Assets Measured at Fair Value as of Jul. 1, 2023
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash equivalents
Cash and cash equivalents	$	308,952	$	10,021	$	—	$	318,973
Other assets (1)	220,831		—		—		220,831
Total assets at fair value	$	529,783	$	10,021	$	—	$	539,804

(1) Represents restricted cash balance recorded within other assets in the consolidated balance sheet.

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MARKETABLE SECURITIES (Tables)

3 Months Ended

Sep. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Schedule of Available-For-Sale Marketable Securities

The following table presents the company’s available-for-sale marketable securities as of September 30, 2023 and July 1, 2023:

	Sep. 30, 2023
	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Short-Term Marketable Securities		Long-Term Marketable Securities
	(In thousands)
Fixed income securities:
Corporate bonds	$	99,567	$	—	$	(7,211)	$	92,356	$	22,838	$	69,518
Government bonds	29,703		—		(2,579)		27,124		—		27,124
Total marketable securities	$	129,270	$	—	$	(9,790)	$	119,480	$	22,838	$	96,642
	Jul. 1, 2023
	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Short-Term Marketable Securities		Long-Term Marketable Securities
	(In thousands)
Fixed income securities:
Corporate bonds	$	99,501	$	96	$	(6,777)	$	92,820	$	12,767	$	80,053
Government bonds	29,777		—		(1,913)		27,864		—		27,864
Total marketable securities	$	129,278	$	96	$	(8,690)	$	120,684	$	12,767	$	107,917

Schedule of Available-For-Sale Debt Securities Held To Actual Maturity

As of September 30, 2023, the balance of available-for-sale securities by contractual maturity is shown in the following table. Within the table, maturities of fixed income securities have been allocated based upon timing of estimated cash flows. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.

	Sep. 30, 2023
	(In thousands)
Due in one year or less	$	22,838
Due after one year through five years	58,455
Due after five years through ten years	38,187
Total	$	119,480

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DERIVATIVE FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Sep. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Outstanding Swap Agreements

Details of outstanding hedging instruments as of September 30, 2023 are presented below:

Maturity Date of the Hedging Instrument	Currency / Unit of Measure	Notional Value
		(In millions)
Hedging of foreign currency risk
Various (October 2023)	Swedish Krona	73
Various (October 2023 to April 2024)	British Pound Sterling	23
May 2024	Mexican Peso	439
April 2025	Canadian Dollar	180
Hedging of fuel risk
Various (October 2023 to December 2025)	Gallons	62

Schedule of Derivatives Balance Sheet Location Table

The location and the fair value of derivative instruments designated as hedges in the consolidated balance sheet as of September 30, 2023 and July 1, 2023 are as follows:

		Derivative Fair Value
	Balance Sheet location	Sep. 30, 2023		Jul. 1, 2023
		(In thousands)
Fair Value Hedges:
Cross currency swaps	Other current liabilities	$	785	$	1,262
Cross currency swaps	Other long-term liabilities	2,237		—
Cash Flow Hedges:
Fuel swaps	Other current assets	9,509		102
Foreign currency forwards	Other current assets	178		624
Fuel swaps	Other assets	2,290		40
Fuel swaps	Other current liabilities	725		17,932
Foreign currency forwards	Other current liabilities	225		404
Fuel swaps	Other long-term liabilities	1		5,637

Schedule of Location and Effect of Derivative Instruments and Related Hedged Items

The location and amount of gains or losses recognized in the consolidated results of operations for fair value hedging relationships for each of the periods, presented on a pretax basis, are as follows:

	13-Week Period Ended
	Sep. 30, 2023		Oct. 1, 2022
	(In thousands)
Total amounts of income and expense line items presented in the consolidated results of operations in which the effects of fair value hedges are recorded	$	6,640	$	124,150
Gain or (loss) on fair value hedging relationships:
Interest rate swaps:
Hedged items	$	—	$	2,376
Derivatives designated as hedging instruments	—		(4,759)
Cross currency swaps:
Hedged items	$	2,996	$	—
Derivatives designated as hedging instruments	(2,996)		—

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

	13-Week Period Ended
	Sep. 30, 2023		Oct. 1, 2022
	(In thousands)
Interest expense	$	—	$	(1,939)
Decrease in fair value of debt	—		(4,315)
Foreign currency gain (loss)	(2,996)		—
Hedged items	$	2,996	$	2,376

The location and effect of cash flow, net investment, and excluded components of fair value hedges on the consolidated statements of comprehensive income for the 13-week periods ended September 30, 2023 and October 1, 2022, presented on a pretax basis, are as follows:

	13-Week Period Ended Sep. 30, 2023
	Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives		Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
	(In thousands)			(In thousands)
Derivatives in cash flow hedging relationships:
Fuel swaps	$	34,499	Operating expense	$	2,334
Foreign currency contracts	(284)		Cost of sales / Other income	—
Total	$	34,215		$	2,334
Derivatives in net investment hedging relationships:
Foreign denominated debt	$	—	N/A	$	—
Derivatives in fair value hedging relationships:
Change in excluded component of fair value hedge	$	(26)	Other expense (income)	$	—
	13-Week Period Ended Oct. 1, 2022
	Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives		Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
	(In thousands)			(In thousands)
Derivatives in cash flow hedging relationships:
Fuel swaps	$	(36,295)	Operating expense	$	12,985
Foreign currency contracts	286		Cost of sales / Other income	—
Total	$	(36,009)		$	12,985
Derivatives in net investment hedging relationships:
Foreign denominated debt	$	31,346	N/A	$	—

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EARNINGS PER SHARE (Tables)

3 Months Ended

Sep. 30, 2023

Earnings Per Share, Basic [Abstract]

Schedule of Computation of Basic and Diluted Earnings per Share Table

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

	13-Week Period Ended
	Sep. 30, 2023		Oct. 1, 2022
	(In thousands, except for share and per share data)
Numerator:
Net earnings	$	503,392	$	465,568
Denominator:
Weighted-average basic shares outstanding	505,126,492		507,578,576
Dilutive effect of share-based awards	1,942,943		2,804,573
Weighted-average diluted shares outstanding	507,069,435		510,383,149
Basic earnings per share	$	1.00	$	0.92
Diluted earnings per share	$	0.99	$	0.91

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OTHER COMPREHENSIVE INCOME (Tables)

3 Months Ended

Sep. 30, 2023

Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Components of Other Comprehensive (Loss) Income and Related Tax Effects

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

		13-Week Period Ended Sep. 30, 2023
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount		Tax		Net of Tax Amount
		(In thousands)
Pension and other postretirement benefit plans:
Other comprehensive income before reclassification adjustments:
Net actuarial gain, arising in the current year	Other expense, net	$	672	$	169	$	503
Total other comprehensive income before reclassification adjustments		672		169		503
Reclassification adjustments:
Amortization of prior service cost	Other expense, net	195		49		146
Amortization of actuarial loss, net	Other expense, net	6,641		1,659		4,982
Total reclassification adjustments		6,836		1,708		5,128
Foreign currency translation:
Foreign currency translation adjustment	N/A	(108,194)		—		(108,194)
Marketable securities:
Change in marketable securities (1)	N/A	(1,196)		(251)		(945)
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in excluded component of fair value   hedge	Other expense, net	(26)		(6)		(20)
Change in cash flow hedges	Operating expenses (2)	34,215		7,067		27,148
Total other comprehensive income (loss) before reclassification adjustments		34,189		7,061		27,128
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	2,893		723		2,170
Total other comprehensive income (loss)		$	(64,800)	$	9,410	$	(74,210)

(1)	Realized gains or losses on marketable securities are presented within other (income) expense, net in the consolidated results of operations; however, there were no significant gains or losses realized in the first quarter of fiscal 2024.
(2)	Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.

		13-Week Period Ended Oct. 1, 2022
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount		Tax		Net of Tax Amount
		(In thousands)
Pension and other postretirement benefit plans:
Reclassification adjustments:
Amortization of prior service cost	Other expense, net	$	99	$	25	$	74
Amortization of actuarial loss, net	Other expense, net	9,186		2,295		6,891
Total reclassification adjustments		9,285		2,320		6,965
Foreign currency translation:
Foreign currency translation adjustment	N/A	(232,182)		—		(232,182)
Marketable securities:
Change in marketable securities (1)	N/A	(4,212)		(884)		(3,328)
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in cash flow hedges	Operating expenses (2)	(36,009)		(9,619)		(26,390)
Change in net investment hedges	N/A	31,346		7,837		23,509
Total other comprehensive income before reclassification adjustments		(4,663)		(1,782)		(2,881)
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	2,874		719		2,155
Total other comprehensive income (loss)		$	(228,898)	$	373	$	(229,271)

(1)	Realized gains or losses on marketable securities are presented within other (income) expense, net in the consolidated results of operations; however, there were no significant gains or losses realized in the first quarter of fiscal 2023.
(2)	Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.

Schedule of Rollforward of Accumulated Other Comprehensive (Loss) Income

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

	13-Week Period Ended Sep. 30, 2023
	Pension and Other Postretirement Benefit Plans, net of tax		Foreign Currency Translation		Hedging, net of tax		Marketable Securities, net of tax		Total
	(In thousands)
Balance as of Jul. 1, 2023	$	(839,541)	$	(374,290)	$	(31,966)	$	(6,793)	$	(1,252,590)
Net actuarial loss arising in the current year	503		—		—		—		503
Equity adjustment from foreign currency translation	—		(108,194)		—		—		(108,194)
Amortization of cash flow hedges	—		—		2,170		—		2,170
Change in excluded component of fair value hedge	—		—		(20)		—		(20)
Change in cash flow hedge	—		—		27,148		—		27,148
Amortization of unrecognized prior service cost	146		—		—		—		146
Amortization of unrecognized net actuarial losses	4,982		—		—		—		4,982
Change in marketable securities	—		—		—		(945)		(945)
Balance as of Sep. 30, 2023	$	(833,910)	$	(482,484)	$	(2,668)	$	(7,738)	$	(1,326,800)

	13-Week Period Ended Oct. 1, 2022
	Pension and Other Postretirement Benefit Plans, net of tax		Foreign Currency Translation		Hedging, net of tax		Marketable Securities		Total
	(In thousands)
Balance as of Jul. 2, 2022	$	(1,011,335)	$	(501,517)	$	35,770	$	(4,972)	$	(1,482,054)
Equity adjustment from foreign currency translation	—		(232,182)		—		—		(232,182)
Amortization of cash flow hedges	—		—		2,155		—		2,155
Change in net investment hedges	—		—		23,509		—		23,509
Change in cash flow hedge	—		—		(26,390)		—		(26,390)
Amortization of unrecognized prior service cost	74		—		—		—		74
Amortization of unrecognized net actuarial losses	6,891		—		—		—		6,891
Change in marketable securities	—		—		—		(3,328)		(3,328)
Balance as of Oct. 1, 2022	$	(1,004,370)	$	(733,699)	$	35,044	$	(8,300)	$	(1,711,325)

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BUSINESS SEGMENT INFORMATION (Tables)

3 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Schedule of Business Segment Table

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

	13-Week Period Ended
	Sep. 30, 2023		Oct. 1, 2022
Sales:	(In thousands)
U.S. Foodservice Operations	$	13,723,799	$	13,602,482
International Foodservice Operations	3,683,210		3,283,735
SYGMA	1,906,014		1,933,457
Other	307,431		307,156
Total	$	19,620,454	$	19,126,830
	13-Week Period Ended
	Sep. 30, 2023		Oct. 1, 2022
Operating income (loss):	(In thousands)
U.S. Foodservice Operations	$	940,971	$	905,712
International Foodservice Operations	93,483		86,980
SYGMA	12,767		5,696
Other	11,823		11,538
Total segments	1,059,044		1,009,926
Global Support Center	(255,462)		(273,125)
Total operating income	803,582		736,801
Interest expense	134,334		124,150
Other expense, net	6,640		17,749
Earnings before income taxes	$	662,608	$	594,902

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BASIS OF PRESENTATION - Reconciliation and Restricted Cash, Cash Equivalents (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jul. 01, 2023	Oct. 01, 2022	Jul. 02, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 569,104	$ 745,201	$ 437,670
Restricted cash	159,005		65,756
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows	$ 728,109	$ 966,032	$ 503,426	$ 931,376

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BASIS OF PRESENTATION - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Oct. 01, 2022
Non-cash investing and financing activities:
Plant and equipment acquired through financing programs	$ 82,543	$ 0
Assets obtained in exchange for finance lease obligations	$ 26,817	$ 13,835

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NEW ACCOUNTING STANDARDS (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jul. 01, 2023	Oct. 01, 2022	Jul. 02, 2022
Accounting Policies [Abstract]
Financed payment obligations	$ 98,248	$ 99,606	$ 101,083	$ 90,267

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REVENUE - Narrative (Details) - USD ($) $ in Billions	Sep. 30, 2023	Jul. 01, 2023
Revenue from Contract with Customer [Abstract]
Customer receivables included in accounts and notes receivable, net	$ 5.1	$ 4.7

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REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Oct. 01, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 19,620,454	$ 19,126,830
Canned and dry products
Disaggregation of Revenue [Line Items]
Revenue	3,749,196	3,506,865
Fresh and frozen meats
Disaggregation of Revenue [Line Items]
Revenue	3,569,520	3,382,254
Frozen fruits, vegetables, bakery and other
Disaggregation of Revenue [Line Items]
Revenue	3,006,781	2,732,842
Dairy products
Disaggregation of Revenue [Line Items]
Revenue	2,009,562	2,056,978
Poultry
Disaggregation of Revenue [Line Items]
Revenue	1,926,725	2,144,564
Fresh produce
Disaggregation of Revenue [Line Items]
Revenue	1,706,393	1,391,386
Fresh produce
Disaggregation of Revenue [Line Items]
Revenue	1,337,825	1,657,900
Seafood
Disaggregation of Revenue [Line Items]
Revenue	746,175	799,730
Beverage products
Disaggregation of Revenue [Line Items]
Revenue	703,306	614,920
Other
Disaggregation of Revenue [Line Items]
Revenue	864,971	839,391
US Foodservice Operations
Disaggregation of Revenue [Line Items]
Revenue	13,723,799	13,602,482
US Foodservice Operations | Canned and dry products
Disaggregation of Revenue [Line Items]
Revenue	2,684,668	2,577,255
US Foodservice Operations | Fresh and frozen meats
Disaggregation of Revenue [Line Items]
Revenue	2,569,190	2,465,450
US Foodservice Operations | Frozen fruits, vegetables, bakery and other
Disaggregation of Revenue [Line Items]
Revenue	2,027,934	1,843,464
US Foodservice Operations | Dairy products
Disaggregation of Revenue [Line Items]
Revenue	1,453,960	1,525,483
US Foodservice Operations | Poultry
Disaggregation of Revenue [Line Items]
Revenue	1,361,695	1,574,251
US Foodservice Operations | Fresh produce
Disaggregation of Revenue [Line Items]
Revenue	1,361,357	1,022,904
US Foodservice Operations | Fresh produce
Disaggregation of Revenue [Line Items]
Revenue	993,837	1,337,919
US Foodservice Operations | Seafood
Disaggregation of Revenue [Line Items]
Revenue	577,635	638,405
US Foodservice Operations | Beverage products
Disaggregation of Revenue [Line Items]
Revenue	362,665	315,619
US Foodservice Operations | Other
Disaggregation of Revenue [Line Items]
Revenue	330,858	301,732
International Foodservice Operations
Disaggregation of Revenue [Line Items]
Revenue	3,683,210	3,283,735
International Foodservice Operations | Canned and dry products
Disaggregation of Revenue [Line Items]
Revenue	831,543	691,374
International Foodservice Operations | Fresh and frozen meats
Disaggregation of Revenue [Line Items]
Revenue	519,741	453,364
International Foodservice Operations | Frozen fruits, vegetables, bakery and other
Disaggregation of Revenue [Line Items]
Revenue	673,548	580,032
International Foodservice Operations | Dairy products
Disaggregation of Revenue [Line Items]
Revenue	414,171	366,847
International Foodservice Operations | Poultry
Disaggregation of Revenue [Line Items]
Revenue	291,322	292,849
International Foodservice Operations | Fresh produce
Disaggregation of Revenue [Line Items]
Revenue	274,718	144,068
International Foodservice Operations | Fresh produce
Disaggregation of Revenue [Line Items]
Revenue	141,163	254,737
International Foodservice Operations | Seafood
Disaggregation of Revenue [Line Items]
Revenue	125,025	121,201
International Foodservice Operations | Beverage products
Disaggregation of Revenue [Line Items]
Revenue	170,553	136,475
International Foodservice Operations | Other
Disaggregation of Revenue [Line Items]
Revenue	241,426	242,788
SYGMA
Disaggregation of Revenue [Line Items]
Revenue	1,906,014	1,933,457
SYGMA | Canned and dry products
Disaggregation of Revenue [Line Items]
Revenue	232,985	236,168
SYGMA | Fresh and frozen meats
Disaggregation of Revenue [Line Items]
Revenue	480,589	463,440
SYGMA | Frozen fruits, vegetables, bakery and other
Disaggregation of Revenue [Line Items]
Revenue	305,299	309,197
SYGMA | Dairy products
Disaggregation of Revenue [Line Items]
Revenue	141,431	164,648
SYGMA | Poultry
Disaggregation of Revenue [Line Items]
Revenue	273,708	277,464
SYGMA | Fresh produce
Disaggregation of Revenue [Line Items]
Revenue	70,318	209,358
SYGMA | Fresh produce
Disaggregation of Revenue [Line Items]
Revenue	186,543	65,244
SYGMA | Seafood
Disaggregation of Revenue [Line Items]
Revenue	43,515	40,124
SYGMA | Beverage products
Disaggregation of Revenue [Line Items]
Revenue	146,222	138,169
SYGMA | Other
Disaggregation of Revenue [Line Items]
Revenue	25,404	29,645
Other
Disaggregation of Revenue [Line Items]
Revenue	307,431	307,156
Other | Canned and dry products
Disaggregation of Revenue [Line Items]
Revenue	0	2,068
Other | Fresh and frozen meats
Disaggregation of Revenue [Line Items]
Revenue	0	0
Other | Frozen fruits, vegetables, bakery and other
Disaggregation of Revenue [Line Items]
Revenue	0	149
Other | Dairy products
Disaggregation of Revenue [Line Items]
Revenue	0	0
Other | Poultry
Disaggregation of Revenue [Line Items]
Revenue	0	0
Other | Fresh produce
Disaggregation of Revenue [Line Items]
Revenue	0	15,056
Other | Fresh produce
Disaggregation of Revenue [Line Items]
Revenue	16,282	0
Other | Seafood
Disaggregation of Revenue [Line Items]
Revenue	0	0
Other | Beverage products
Disaggregation of Revenue [Line Items]
Revenue	23,866	24,657
Other | Other
Disaggregation of Revenue [Line Items]
Revenue	$ 267,283	$ 265,226

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ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Oct. 01, 2022
Business Acquisition [Line Items]
Payments to acquire businesses, net of cash acquired	$ 219,264	$ 32,651
Series of Individually Immaterial Business Acquisitions
Business Acquisition [Line Items]
Payments to acquire businesses, net of cash acquired	$ 219,300
Payable term for contingent consideration	3 years
Contingent consideration outstanding	$ 57,200
Series of Individually Immaterial Business Acquisitions | Earnout Liabilities
Business Acquisition [Line Items]
Contingent consideration outstanding	$ 55,600

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FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value Table (Details) - Recurring Fair Value Measurements - USD ($) $ in Thousands	Sep. 30, 2023	Jul. 01, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 225,741	$ 318,973
Other assets	159,005	220,831
Total assets at fair value	384,746	539,804
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	215,714	308,952
Other assets	159,005	220,831
Total assets at fair value	374,719	529,783
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	10,027	10,021
Other assets	0	0
Total assets at fair value	10,027	10,021
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Other assets	0	0
Total assets at fair value	$ 0	$ 0

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FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Billions	Sep. 30, 2023	Jul. 01, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total debt	$ 9.8	$ 9.8
Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total debt	$ 10.9	$ 10.4

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MARKETABLE SECURITIES - Available-For-Sale Marketable Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jul. 01, 2023
Marketable Securities [Line Items]
Amortized Cost Basis	$ 129,270	$ 129,278
Gross Unrealized Gains	0	96
Gross Unrealized Losses	(9,790)	(8,690)
Fair Value	119,480	120,684
Short-Term Marketable Securities	22,838	12,767
Long-Term Marketable Securities	96,642	107,917
Corporate bonds
Marketable Securities [Line Items]
Amortized Cost Basis	99,567	99,501
Gross Unrealized Gains	0	96
Gross Unrealized Losses	(7,211)	(6,777)
Fair Value	92,356	92,820
Short-Term Marketable Securities	22,838	12,767
Long-Term Marketable Securities	69,518	80,053
Government bonds
Marketable Securities [Line Items]
Amortized Cost Basis	29,703	29,777
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(2,579)	(1,913)
Fair Value	27,124	27,864
Short-Term Marketable Securities	0	0
Long-Term Marketable Securities	$ 27,124	$ 27,864

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MARKETABLE SECURITIES - Available-For-Sale Debt Securities Held To Actual Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jul. 01, 2023
Investments, Debt and Equity Securities [Abstract]
Due in one year or less	$ 22,838
Due after one year through five years	58,455
Due after five years through ten years	38,187
Amortized Cost Basis	$ 119,480	$ 120,684

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DERIVATIVE FINANCIAL INSTRUMENTS - Outstanding Swap Agreements (Details) - 3 months ended Sep. 30, 2023 £ in Millions, kr in Millions, gal in Millions, $ in Millions, $ in Millions	SEK (kr) gal	GBP (£)	MXN ($)	CAD ($)
Hedging of foreign currency risk Various (April 2023 to October 2023)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional value	kr 73	£ 23
Hedging of foreign currency risk euro , June 2023
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional value			$ 439
Canadian Dollar
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional value				$ 180
Fuel swaps
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount (in gallons) | gal	62

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DERIVATIVE FINANCIAL INSTRUMENTS - Derivatives Balance Sheet Location Table (Details) - Hedging Instrument - USD ($) $ in Thousands	Sep. 30, 2023	Jul. 01, 2023
Fair Value Hedges | Foreign currency swaps | Other current liabilities
Derivative [Line Items]
Fair value of derivative liabilities	$ 785	$ 1,262
Fair Value Hedges | Foreign currency swaps | Other long-term liabilities
Derivative [Line Items]
Fair value of derivative liabilities	2,237	0
Cash Flow Hedges | Fuel swaps | Other current assets
Derivative [Line Items]
Fair value of derivative assets	9,509	102
Cash Flow Hedges | Fuel swaps | Other assets
Derivative [Line Items]
Fair value of derivative assets	2,290	40
Cash Flow Hedges | Fuel swaps | Other current liabilities
Derivative [Line Items]
Fair value of derivative liabilities	725	17,932
Cash Flow Hedges | Fuel swaps | Other long-term liabilities
Derivative [Line Items]
Fair value of derivative liabilities	1	5,637
Cash Flow Hedges | Foreign currency forwards | Other current assets
Derivative [Line Items]
Fair value of derivative assets	178	624
Cash Flow Hedges | Foreign currency forwards | Other current liabilities
Derivative [Line Items]
Fair value of derivative liabilities	$ 225	$ 404

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DERIVATIVE FINANCIAL INSTRUMENTS - Location and Effect of Derivative Instruments and Related Hedged Items (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Oct. 01, 2022
Derivative [Line Items]
Interest expense	$ 134,334	$ 124,150
Derivatives designated as hedging instruments	(2,996)	0
Interest expense	0	(1,939)
Decrease in fair value of debt	0	(4,315)
Foreign currency gain (loss)	(2,996)	0
Hedging Instrument | Fair Value Hedges
Derivative [Line Items]
Interest expense	6,640	124,150
Hedging Instrument | Fair Value Hedges | Interest rate swaps
Derivative [Line Items]
Hedged items	2,996	2,376
Hedging Instrument | Fair Value Hedges | Interest rate swaps | Interest expense
Derivative [Line Items]
Hedged items	0	2,376
Derivatives designated as hedging instruments	0	(4,759)
Foreign currency gain (loss)	0	(4,759)
Hedging Instrument | Fair Value Hedges | Foreign currency swaps | Interest expense
Derivative [Line Items]
Hedged items	2,996	0
Derivatives designated as hedging instruments	(2,996)	0
Foreign currency gain (loss)	$ (2,996)	$ 0

XML

DERIVATIVE FINANCIAL INSTRUMENTS - Cash Flow Hedges (Details) - Hedging Instrument - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Oct. 01, 2022
Cash Flow Hedges
Derivative [Line Items]
Amount of gain or (loss) recognized in other comprehensive income on derivatives - cash flow hedging	$ 34,215	$ (36,009)
Amount of gain or (loss) reclassified from accumulated other comprehensive income into income - cash flow hedging	2,334	12,985
Cash Flow Hedges | Fuel swaps
Derivative [Line Items]
Amount of gain or (loss) recognized in other comprehensive income on derivatives - cash flow hedging	34,499	(36,295)
Cash Flow Hedges | Fuel swaps | Operating expense
Derivative [Line Items]
Amount of gain or (loss) reclassified from accumulated other comprehensive income into income - cash flow hedging	2,334	12,985
Cash Flow Hedges | Foreign currency contracts
Derivative [Line Items]
Amount of gain or (loss) recognized in other comprehensive income on derivatives - cash flow hedging	(284)	286
Cash Flow Hedges | Foreign currency contracts | Cost of sales / Other income
Derivative [Line Items]
Amount of gain or (loss) reclassified from accumulated other comprehensive income into income - cash flow hedging	0	0
Net Investment Hedging | Foreign denominated debt
Derivative [Line Items]
Amount of gain or (loss) recognized in other comprehensive income on derivatives - net investment hedging	0	31,346
Amount of gain or (loss) reclassified from accumulated other comprehensive income into income - net investment hedging	0	$ 0
Fair Value Hedges | Foreign currency contracts
Derivative [Line Items]
Amount of gain or (loss) recognized in other comprehensive income on derivatives - net investment hedging	(26)
Fair Value Hedges | Foreign currency contracts | Other expense (income)
Derivative [Line Items]
Amount of gain or (loss) reclassified from accumulated other comprehensive income into income - net investment hedging	$ 0

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DEBT - Narrative (Details) € in Millions		3 Months Ended
	Oct. 17, 2023 EUR (€)	Sep. 30, 2023 USD ($)	Jul. 01, 2023 USD ($)
Debt [Line Items]
Total carrying value of debt		$ 9,800,000,000	$ 9,800,000,000
Carrying Value
Debt [Line Items]
Total carrying value of debt		10,900,000,000	$ 10,400,000,000
Line of Credit | Revolving Credit Facility
Debt [Line Items]
Aggregate commitments		3,000,000,000
Increase in commitment fee amount		4,000,000,000
Borrowings outstanding under revolving credit facility		116,500,000
Commercial Paper
Debt [Line Items]
Maximum board-authorized aggregate commercial paper limit		3,000,000,000
Debt issuances outstanding		$ 300,000,000
Commercial Paper | Subsequent Event | Barclays Bank of Ireland
Debt [Line Items]
Maximum board-authorized aggregate commercial paper limit | €	€ 250

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EARNINGS PER SHARE - Computation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Sep. 30, 2023	Oct. 01, 2022
Numerator:
Net earnings	$ 503,392	$ 465,568
Denominator:
Weighted-average basic shares outstanding (in shares)	505,126,492	507,578,576
Dilutive effect of share-based awards (in shares)	1,942,943	2,804,573
Weighted-average diluted shares outstanding (in shares)	507,069,435	510,383,149
Basic earnings per share (in dollars per share)	$ 1.00	$ 0.92
Diluted earnings per share (in dollars per share)	$ 0.99	$ 0.91

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EARNINGS PER SHARE - Narrative (Details) - shares shares in Thousands	3 Months Ended
	Sep. 30, 2023	Oct. 01, 2022
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded (in shares)	5,988	1,393

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OTHER COMPREHENSIVE INCOME - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Oct. 01, 2022
Other Comprehensive Income (Loss), Net of Tax [Abstract]
Comprehensive income	$ 429,182	$ 236,297

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OTHER COMPREHENSIVE INCOME - Components of Other Comprehensive (Loss) Income and Related Tax Effects (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Oct. 01, 2022
Before Tax Amount
Total other comprehensive income (loss)	$ (64,800)	$ (228,898)
Tax
Total other comprehensive income (loss)	9,410	373
Net of Tax Amount
Amortization of prior service cost		23,509
Total other comprehensive loss	(74,210)	(229,271)
Pension and other postretirement benefit plans: | Other expense, net
Before Tax Amount
Reclassification adjustments, before tax	6,836	9,285
Tax
Amortization of prior service cost	1,708	2,320
Net of Tax Amount
Amortization of prior service cost	5,128	6,965
Net actuarial gain, arising in the current year
Net of Tax Amount
Amortization of prior service cost	503
Net actuarial gain, arising in the current year | Other expense, net
Before Tax Amount
Reclassification adjustments, before tax	672
Tax
Amortization of prior service cost	169
Net of Tax Amount
Amortization of prior service cost	503
Total other comprehensive income before reclassification adjustments | Other expense, net
Before Tax Amount
Reclassification adjustments, before tax	672
Tax
Amortization of prior service cost	169
Net of Tax Amount
Amortization of prior service cost	503
Amortization of prior service cost
Net of Tax Amount
Amortization of prior service cost	146	74
Amortization of prior service cost | Other expense, net
Before Tax Amount
Reclassification adjustments, before tax	195	99
Tax
Amortization of prior service cost	49	25
Net of Tax Amount
Amortization of prior service cost	146	74
Amortization of actuarial loss, net
Net of Tax Amount
Amortization of prior service cost	4,982	6,891
Amortization of actuarial loss, net | Other expense, net
Before Tax Amount
Reclassification adjustments, before tax	6,641	9,186
Tax
Amortization of prior service cost	1,659	2,295
Net of Tax Amount
Amortization of prior service cost	4,982	6,891
Foreign currency translation adjustment
Before Tax Amount
Other comprehensive income before reclassifications, before tax	(108,194)	(232,182)
Tax
Before reclassifications tax	0	0
Net of Tax Amount
Before reclassifications, net of tax	(108,194)	(232,182)
Change in marketable securities
Before Tax Amount
Other comprehensive income before reclassifications, before tax	(1,196)	(4,212)
Tax
Before reclassifications tax	(251)	(884)
Net of Tax Amount
Before reclassifications, net of tax	(945)	(3,328)
Hedging, net of tax
Before Tax Amount
Other comprehensive income before reclassifications, before tax	34,189	(4,663)
Tax
Before reclassifications tax	7,061	(1,782)
Net of Tax Amount
Before reclassifications, net of tax	27,128	(2,881)
Change in excluded component of fair value hedge
Before Tax Amount
Other comprehensive income before reclassifications, before tax	(20)
Change in excluded component of fair value hedge | Other expense, net
Before Tax Amount
Other comprehensive income before reclassifications, before tax	(26)
Tax
Before reclassifications tax	(6)
Net of Tax Amount
Before reclassifications, net of tax	(20)
Amortization of cash flow hedges
Net of Tax Amount
Amortization of prior service cost	2,170	2,155
Before reclassifications, net of tax	27,148	(26,390)
Amortization of cash flow hedges | Operating expenses
Before Tax Amount
Other comprehensive income before reclassifications, before tax	34,215	(36,009)
Tax
Before reclassifications tax	7,067	(9,619)
Net of Tax Amount
Before reclassifications, net of tax	27,148	(26,390)
Amortization of cash flow hedges | Interest expense
Before Tax Amount
Reclassification adjustments, before tax	2,893	2,874
Tax
Amortization of prior service cost	723	719
Net of Tax Amount
Amortization of prior service cost	$ 2,170	2,155
Amounts reclassified from accumulated other comprehensive loss
Before Tax Amount
Other comprehensive income before reclassifications, before tax		31,346
Tax
Before reclassifications tax		7,837
Net of Tax Amount
Before reclassifications, net of tax		$ 23,509

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OTHER COMPREHENSIVE INCOME - Roll forward of Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Oct. 01, 2022
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 2,008,622	$ 1,382,260
Reclassification adjustment, net of tax		23,509
Ending balance	2,125,799	1,115,341
Total
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(1,252,590)	(1,482,054)
Ending balance	(1,326,800)	(1,711,325)
Pension and Other Postretirement Benefit Plans, net of tax
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(839,541)	(1,011,335)
Ending balance	(833,910)	(1,004,370)
Net actuarial gain, arising in the current year
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Reclassification adjustment, net of tax	503
Amortization of prior service cost
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Reclassification adjustment, net of tax	146	74
Amortization of unrecognized net actuarial losses
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Reclassification adjustment, net of tax	4,982	6,891
Foreign Currency Translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(374,290)	(501,517)
OCI before reclassifications, net of tax	(108,194)	(232,182)
Other comprehensive income before reclassifications, before tax	(108,194)	(232,182)
Ending balance	(482,484)	(733,699)
Hedging, net of tax
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(31,966)	35,770
OCI before reclassifications, net of tax	27,128	(2,881)
Other comprehensive income before reclassifications, before tax	34,189	(4,663)
Ending balance	(2,668)	35,044
Amortization of cash flow hedges
AOCI Attributable to Parent, Net of Tax [Roll Forward]
OCI before reclassifications, net of tax	27,148	(26,390)
Reclassification adjustment, net of tax	2,170	2,155
Amounts reclassified from accumulated other comprehensive loss
AOCI Attributable to Parent, Net of Tax [Roll Forward]
OCI before reclassifications, net of tax		23,509
Other comprehensive income before reclassifications, before tax		31,346
Change in excluded component of fair value hedge
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Other comprehensive income before reclassifications, before tax	(20)
Change in net investment hedges
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Reclassification adjustment, net of tax		23,509
Change in marketable securities
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(6,793)	(4,972)
OCI before reclassifications, net of tax	(945)	(3,328)
Other comprehensive income before reclassifications, before tax	(1,196)	(4,212)
Ending balance	$ (7,738)	$ (8,300)

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SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Sep. 30, 2023	Oct. 01, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 24,234	$ 27,224
Total unrecognized compensation cost related to share-based compensation arrangements	$ 165,300
Weighted average period of time for unrecognized compensation cost to be recognized (in years)	2 years 25 days
Stock Incentive Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)	770,442
Options granted, weighted average grant date fair value (in dollars per share)	$ 19.33
Performance Share Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity instruments other than options granted (in shares)	495,045
Equity instruments other than options granted, weighted average grant date fair value per share (in dollars per share)	$ 75.10
Performance period	3 years
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity instruments other than options granted (in shares)	339,386
Equity instruments other than options granted, weighted average grant date fair value per share (in dollars per share)	$ 72.28
Employees' Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity instruments other than options granted (in shares)	360,130
Equity instruments other than options granted, weighted average grant date fair value per share (in dollars per share)	$ 9.91

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INCOME TAXES - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2023	Oct. 01, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate	24.03%	21.74%
Unrecognized tax benefits	$ 32.4
Liability recorded for interest and penalties related to unrecognized tax benefits	8.7
Income tax benefit	$ 131.0

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BUSINESS SEGMENT INFORMATION (Details) $ in Thousands		3 Months Ended
		Sep. 30, 2023 USD ($) segment	Oct. 01, 2022 USD ($)
Segment Reporting [Abstract]
Number of reporting segments | segment		3
Segment Reporting Information [Line Items]
Sales		$ 19,620,454	$ 19,126,830
Operating income (loss):		803,582	736,801
Interest expense		134,334	124,150
Other expense (income), net	[1]	6,640	17,749
Earnings before income taxes		662,608	594,902
US Foodservice Operations
Segment Reporting Information [Line Items]
Sales		13,723,799	13,602,482
International Foodservice Operations
Segment Reporting Information [Line Items]
Sales		3,683,210	3,283,735
SYGMA
Segment Reporting Information [Line Items]
Sales		1,906,014	1,933,457
Other
Segment Reporting Information [Line Items]
Sales		307,431	307,156
Operating Segments
Segment Reporting Information [Line Items]
Sales		19,620,454	19,126,830
Operating income (loss):		1,059,044	1,009,926
Operating Segments | US Foodservice Operations
Segment Reporting Information [Line Items]
Sales		13,723,799	13,602,482
Operating income (loss):		940,971	905,712
Operating Segments | International Foodservice Operations
Segment Reporting Information [Line Items]
Sales		3,683,210	3,283,735
Operating income (loss):		93,483	86,980
Operating Segments | SYGMA
Segment Reporting Information [Line Items]
Sales		1,906,014	1,933,457
Operating income (loss):		12,767	5,696
Operating Segments | Other
Segment Reporting Information [Line Items]
Sales		307,431	307,156
Operating income (loss):		11,823	11,538
Global Support Center
Segment Reporting Information [Line Items]
Operating income (loss):		$ (255,462)	$ (273,125)

[1] Gains and losses related to the disposition of fixed assets have been recognized within operating expenses. Prior year amounts have been reclassified to conform to this presentation.