Sysco (SYY) 10-K risk factor changes: FY2023 vs FY2022

The following discussion of “risk factors” identifies the most significant factors that may adversely affect our business, [added: results of] operations, financial position [removed: or] [added: and] future financial performance.

The following discussion of risks is not all [removed: inclusive] [added: inclusive,] but is designed to highlight what we believe are the most significant factors to consider when evaluating our business.

These factors could cause our future results to differ from our expectations expressed in the forward-looking statements identified within “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations,”] [added: Operations”] and from other historical trends.

Our industry is characterized by low margins, and periods of significant or prolonged inflation or deflation affect our product costs and may negatively impact our [removed: profitability.][added: profitability and results of operations.]

We experienced an elevated inflation rate of approximately [removed: 15.0%] [added: 6.1%] in our [removed: U.S. Broadline] [added: total company] operations during fiscal [removed: 2022,] [added: 2023,] primarily in the [removed: paper] [added: dairy, frozen] and [removed: disposables, poultry] [added: canned] and [removed: meat] [added: dry] categories.

[removed: In addition, periods of rapidly increasing] inflation may adversely affect our [removed: business] [added: results of operations] due to the impact of such inflation on discretionary spending by consumers and our limited ability to increase prices in the current, highly competitive environment.

Conversely, our [removed: business] [added: results of operations] may be adversely affected by periods of product cost [added: disinflation and] deflation, because we make a significant portion of our sales at prices that are based on the cost of products we sell plus a percentage margin, mark-up or fee per case.

As a result, our results of operations may be adversely affected during periods of product cost [added: disinflation and] deflation, even though our gross profit percentage may remain relatively constant.

A shortage of qualified labor and increases in labor costs could [removed: negatively] [added: adversely] affect our business and materially reduce earnings.

The future success of our operations, including the achievement of our strategic objectives, depends on our ability, and the ability of certain third parties on which we rely, to identify, recruit, develop and retain [added: diverse,] qualified and talented individuals.

[removed: Any such] [added: As a result, a] shortage [added: of qualified labor] could [added: adversely affect our business,] decrease our ability to effectively serve our [removed: customers] [added: customers,] and achieve our strategic objectives.

Unsuccessful recruiting and retention efforts as a result of such continuing shortages for a prolonged period of time could have a material adverse effect on [removed: the company’s] [added: our] financial condition and results of operations.

Labor shortages [removed: will] also likely lead to higher wages for employees and higher costs to purchase the services of third parties.

Increases in such labor costs for a prolonged period of time could have a material adverse effect on [removed: the company’s] [added: our] financial condition and results of operations.

Global health developments and economic uncertainty resulting from the COVID-19 pandemic [added: or other future public health crises may] continue to adversely [removed: affect,] [added: affect] our business, financial condition and results of operations.

Fear of [removed: such] [added: COVID-19 or similar] events may further alter consumer confidence, behavior and spending patterns, and could adversely affect the economies and financial markets of many countries (or globally), resulting in an economic downturn that could affect customers’ demand for our products.

In response to the outbreak of COVID-19 and its development into a pandemic, governmental authorities in many countries in which [removed: we operate, and in which] [added: we,] our customers [removed: are present] and [added: our] suppliers [removed: operate, have,] [added: were present and operated,] imposed mandatory closures, sought voluntary closures and imposed restrictions on, or advisories with respect to, travel, business operations and public gatherings or interactions.

Among other matters, these actions [removed: have] required or strongly urged various venues where foodservice products [removed: are] [added: were] served, including restaurants, schools, hotels and cruise liners, to reduce or discontinue operations, which [removed: have] adversely affected [removed: and will continue to adversely affect] demand in the foodservice industry, including demand for our products and services.

[removed: As these variants spread,] [added: Mutations of the virus have arisen, and may arise in the future,] some [added: of which could prove to be particularly aggressive variants, causing some] governmental authorities [removed: have reintroduced] [added: to reintroduce] certain restrictions [removed: and others may decide to do so] in the future, which could adversely affect demand in the foodservice industry.

[removed: To the extent] [added: The future outbreak of a public health crisis (including] the [removed: COVID-19 pandemic continues to] [added: reemergence of COVID-19) that] adversely [removed: affect] [added: affects] our business, results of operations and financial condition, [removed: it may] [added: could] also have the effect of heightening many of the other risks described in this Annual Report on Form 10-K and subsequent filings with the SEC, such as those risks relating to our level of indebtedness, and may have an adverse effect on the price of our common stock.

The countries in which we [removed: operate,] [added: operate] have [removed: experienced,] [added: experienced and are experiencing,] from time to time, deteriorating economic conditions and heightened uncertainty in financial markets, which have adversely impacted business and consumer confidence and spending and depressed capital investment and economic activity in the affected regions.

A prolonged economic downturn or recession in the U.S. or global economies, and the impact on [removed: GDP] [added: gross domestic product] growth, corporate earnings, consumer confidence, employment rates, income levels and/or personal wealth, could have a material adverse effect on our results of operations and financial condition.

We may not be able to fully compensate for increases in fuel costs, and fuel hedging arrangements intended to contain fuel costs could result in above market fuel [removed: costs.][added: costs, any of which could adversely affect our results of operations.]

The price and supply of fuel can fluctuate significantly based on international, political and economic circumstances (such as [removed: Russia’s] [added: the] invasion of [removed: Ukraine),] [added: Ukraine by the Russian Federation (Russia))] as well as other factors outside our control, such as actions by the Organization of the Petroleum Exporting [removed: Countries, or OPEC,] [added: Countries (OPEC)] and other oil and gas producers, regional production patterns, weather conditions and environmental [removed: concerns, and the resurgence of demand, as travel restrictions associated with the COVID-19 pandemic are scaled back.][added: concerns.]

[removed: Nevertheless, our fuel hedging transactions may not be effective in protecting us from changes in fuel prices, and if] [added: If] fuel prices were to decrease significantly, these hedging arrangements would result in our paying higher-than-market costs for a portion of our diesel fuel.

Economic and political instability [added: and changes in laws and regulations] could adversely affect our results of operations and financial condition.

Local or regional geopolitical events, such as Brexit and, [removed: the “yellow vest” protests] [added: civil unrest] in France in [removed: 2020,] [added: 2023 related to socioeconomic issues,] have negatively impacted our operations.

Although our business has not been materially impacted to date by the ongoing invasion of Ukraine by Russia, it is impossible to predict the extent to which our operations, or those of our suppliers and customers, will be impacted in the short [removed: and long term, or the ways in which the conflict may impact our business.]

Any such disruptions may also magnify the impact of other risks described in this [added: Annual Report on] Form 10-K.

Additionally, increased competition from non-traditional sources (such as club stores and commercial wholesale outlets with lower cost structures), online direct food wholesalers and cash and carry operations have served to further increase pressure on the industry’s profit [removed: margins, and continued margin pressure within the industry may have a material adverse effect on our results of operations.][added: margins.]

Moreover, some of our customers purchase their products from us through group purchasing [removed: organizations, or “GPOs,”] [added: organizations (GPOs)] in an effort to lower the prices paid by these customers on their foodservice orders.

If these GPOs are able to add a significant number of our customers as members, [removed: it may negatively affect] our business, financial [removed: condition, or] [added: condition and] results of [removed: operations.][added: operations may be adversely affected.]

Conditions beyond our control can interrupt our supplies, increase our product costs and impair our ability to deliver products and services to our [removed: customers.][added: customers, any of which could adversely affect our business, results of operations and financial condition.]

Customer demand is currently outpacing available supply in certain [added: categories.]

[removed: Certain suppliers are struggling to meet demand for our orders,] [added: produce and transport products,] which impairs our ability to deliver products and services to our customers.

Prolonged future supply shortages could have an adverse effect on [removed: the company’s] [added: our] financial condition and results of operations.

Adverse publicity about us or lack of confidence in our products could negatively impact our reputation and reduce [removed: earnings.][added: earnings.]

[removed: Sysco’s] [added: Our] brand names, [removed: trademarks and] [added: trademarks,] logos and [removed: our] reputation are powerful sales and marketing tools, and we devote significant resources to promoting and protecting them.

Our relationships with long-term customers may be materially diminished or [removed: terminated.][added: terminated, which could adversely affect our business, financial condition and results of operations.]

Gross margin from our multi-unit [removed: customers] [added: customers, which includes primarily national and regional casual dining and quick service restaurant chains,] is generally lower than that of our locally managed customers because we typically sell higher volumes of products to multi-unit customers and provide a relatively lower level of value-added services than we do to locally managed customers.

In addition, periods of rapidly increasing

We are experiencing a shortage of qualified labor in certain geographies, particularly in the area of warehouse workers and drivers.

Such shortages frequently result in increased costs from certain temporary wage actions, such as hiring, referral, and retention bonus programs.

Further, potential changes in labor legislation and case law could result in current non-union portions of our workforce, including warehouse and delivery personnel, being subjected to greater organized labor influence.

If additional portions of our workforce became subject to collective bargaining agreements, this could result in increased costs of doing business as we would become subject to mandatory, binding arbitration or labor scheduling, costs and standards, which may reduce our operating flexibility.

Public health crises, pandemics and epidemics could adversely affect our business, financial condition and results of operations.

For example, the coronavirus (COVID-19) pandemic adversely impacted our business, results of operations and financial condition directly and disrupted the operations of our business partners, suppliers and customers.

While our operations have generally stabilized since the peak of the COVID-19 pandemic, we cannot predict with certainty the extent to which our operations may be impacted in the future by any continuing effects of COVID-19 on us or on our business partners, suppliers and customers.

Such conditions and high levels of uncertainty make it difficult to predict when, or if, a recession may occur.

In fact, some commentators have suggested that the U.S. is already in a recession.

Nevertheless, our fuel hedging transactions may not be effective in protecting us from changes in fuel prices.

and long term, or the ways in which the conflict may impact our business.

Continued margin pressure within the industry may have a material adverse effect on our results of operations.

While our operations have generally stabilized since the peak of the COVID-19 pandemic, we cannot predict with certainty the extent that our operations may continue to be impacted by any continuing effects of COVID-19 on us or on our business partners, suppliers and customers.

Certain suppliers are struggling to meet demand for our orders and may also be affected by higher costs to source or

Any of these developments or circumstances could adversely affect our results of operations.

Additionally, as a result of our greater dependence on these customers,

For example:

- On August 16, 2022, the U.S. Congress passed the Inflation Reduction Act of 2022 (Inflation Reduction Act), which, among other provisions, creates a new corporate alternative minimum tax (CAMT) of at least 15% for certain large corporations that have at least an average of $1 billion in adjusted financial statement income over a consecutive three-year period effective after December 31, 2022.

The Inflation Reduction Act also includes a 1% excise tax on certain stock repurchases beginning in 2023.

We do not expect to meet the CAMT threshold in the near term.

- On October 8, 2021, the Organization for Economic Co-operation and Development (OECD) announced the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting, which provides for a two-pillar solution to address tax challenges arising from the digitalization of the economy.

Pillar One expands a country’s authority to tax profits from companies that make sales into their country but do not have a physical location in the country.

Pillar Two includes an agreement on international tax reform, including rules to ensure that large corporations pay a minimum rate of corporate income tax.

On December 20, 2021, the OECD released Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large corporations at a minimum rate of 15%.

The OECD continues to release additional guidance on the two-pillar framework, with widespread implementation anticipated by 2024.

We are continuing to evaluate the potential impact on future periods of the Pillar Two Framework, pending legislative adoption by individual countries.

Additionally, we are subject to regular review and audit by both domestic and foreign tax authorities as well as to the prospective and retrospective effects of changing tax regulations and legislation.

Although we believe our tax estimates are reasonable, the ultimate tax outcome may materially differ from the tax amounts recorded in our Consolidated Financial Statements and may materially affect our income tax provision, net income, or cash flows in the period or periods for which such determination and settlement occurs.

If we do not have

Due to the services we provide in connection with governmentally funded entitlement programs, we are also subject to additional laws and regulations.

For example, we are experiencing ongoing operational challenges related to our efforts to integrate two businesses in France, adversely affecting our ability to drive growth in sales.

Cyber threats are constantly evolving, are becoming more sophisticated and are being made by groups and individuals with a wide range of expertise and motives, and this increases the difficulty of detecting and successfully defending against them.

For example, as disclosed in our Quarterly Report on Form 10-Q for our third quarter of fiscal 2023, in March 2023, Sysco became aware of a cybersecurity event perpetrated by a threat actor believed to have begun in January 2023.

Immediately upon detection, Sysco initiated an investigation, with the assistance of cybersecurity and forensics professionals, determining that the threat actor had extracted certain company data, including data relating to operation of the business, customers, employees and personal data.

This data extraction did not impact Sysco’s operational systems and related business functions, and its service to customers continued uninterrupted.

Sysco also notified federal law enforcement and provided other required notifications.

To date, these cybersecurity incidents have not had a material impact on our financial condition, results of operations or liquidity.

In addition, if our suppliers or customers experience such a breach or unauthorized disclosure or system failure, their businesses could be disrupted or otherwise negatively affected.

This may result in a disruption in our supply chain or reduced customer orders, which would adversely affect our business operations.

As a result, any shortage of qualified labor could significantly adversely affect our business.

In the current operating environment, we are experiencing a shortage of qualified labor in certain geographies, particularly with regard to recruiting and retaining warehouse workers and drivers, resulting in increased costs from certain temporary wage actions, such as hiring and referral and retention bonus programs.

Public health crises, pandemics and epidemics, such as the COVID-19 pandemic, have impacted our operations directly and may continue to impact us directly, or may continue to disrupt the operations of our business partners, suppliers and customers in ways that could have an adverse effect on our business, results of operations and financial condition.

Mutations of the virus have arisen, and are continuing to arise, some of which have proven to be particularly aggressive variants.

As reported in July 2022 by the U.S. Bureau of Economic Analysis, the U.S. economy experienced its second consecutive quarter of negative economic growth, which may represent a leading indicator of an upcoming recession.

For example, the U.K. exited the EU on January 31, 2020, with a transition period that ended on December 31, 2020.

Our current operating environment continues to adjust in response to COVID-19, placing significant pressure on the food-away-from-home supply chain.

categories.

materially adversely affected.

We are also subject to non-income-

For example, we encountered operational challenges in fiscal 2019 related to our efforts to integrate two businesses in France acquired in connection with the Brakes Group acquisition, which integration efforts have adversely affected our ability to drive growth in sales and will continue to be managed into fiscal 2023.

company and our business partners.

Since 2020, five US states (i.e., California, Virginia, Colorado, Utah and Connecticut) have enacted stringent consumer privacy laws.

The following discussion and analysis of Sysco’s financial condition, results of operations and liquidity and capital resources for the fiscal years ended July [removed: 2, 2022] [added: 1, 2023] and July [removed: 3, 2021] [added: 2, 2022] should be read as a supplement to our Consolidated Financial Statements and the accompanying notes contained in Item 8 of this report, and in conjunction with the “Forward-looking Statements” section set forth in Part II and the “Risk Factors” section set forth in Item 1A of Part I.

All discussion of changes in our results of operations from fiscal [removed: 2020] [added: 2022] to fiscal 2021 has been omitted from this Form 10-K, but may be found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the year ended July [removed: 3, 2021,] [added: 2, 2022,] filed with the Securities and Exchange Commission on August [removed: 30, 2021.][added: 26, 2022.]

Our primary operations are [removed: located] in North America and Europe.

- *U.S. Foodservice Operations* – primarily includes (a) [removed: the company’s] [added: 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 [added: wide variety of non-food products and (b) our U.S. Specialty operations, which include our FreshPoint fresh produce]

[removed: 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 the operations of Sysco;

We estimate that we serve about 17% of an approximately [removed: $300] [added: $350] billion annual foodservice market in the U.S. based on industry data obtained from Technomic, Inc. [added: (Technomic)] as of the end of calendar [removed: 2021.][added: year 2022.]

Technomic projects the market size to increase to approximately [removed: $345] [added: $370] billion by the end of calendar [removed: 2022.][added: year 2023.]

According to industry sources, the foodservice, or food-away-from-home, market represents approximately 53% of the total dollars spent on food purchases made at the consumer level in the U.S. as of the end of calendar year [removed: 2021, which is consistent with pre-pandemic levels as of the end of calendar year 2019.][added: 2022.]

Our fiscal [removed: 2022] [added: 2023] results were strong, reflecting growth in volumes and [removed: sales, effective management of inflation and improved profitability.][added: market share.]

Our market share gains in the U.S. segments continued to accelerate through the fiscal [removed: year and demonstrated the impact of our Recipe for Growth strategy on our business, advancing our capabilities in supply chain and sales.][added: year.]

As a result, Sysco achieved an all-time record for annual [removed: sales.][added: sales and operating income.]

See below for a comparison of our fiscal [removed: 2022] [added: 2023] results to our fiscal [removed: 2021] [added: 2022] results, both including and excluding Certain Items (as defined below).

Below is a comparison of results from fiscal [removed: 2022] [added: 2023] to fiscal [removed: 2021:][added: 2022:]

[removed: - Sales:][added: | Sales | | | 11.2 | | % | | | | | | |]

[removed: -] [added: |] Operating [removed: income:][added: income | | | 29.5 | | | | | | | | |]

◦adjusted operating income increased [removed: 80.3%,] [added: 21.7%,] or [removed: $1.2 billion,] [added: $572.0 million,] to [removed: $2.6] [added: $3.2] billion;

◦adjusted net earnings increased [removed: 126.0%,] [added: 22.2%,] or [removed: $932.6] [added: $371.2] million, to [removed: $1.7] [added: $2.0] billion;

◦increased [removed: 158.3%,] [added: 31.2%,] or [removed: $1.63,] [added: $0.83,] to [removed: $2.66] [added: $3.49] from the comparable prior year amount of [removed: $1.03] [added: $2.66] per share;

[removed: -] [added: |] Diluted earnings per [removed: share:][added: share | | | 31.4 | | | | | | | | |]

◦increased [removed: 158.8%,] [added: 31.4%,] or [removed: $1.62,] [added: $0.83,] to [removed: $2.64] [added: $3.47] from the comparable prior year amount of [removed: $1.02] [added: $2.64] per share;

◦adjusted diluted earnings per share were [removed: $3.25] [added: $4.01] in fiscal [removed: 2022,] [added: 2023,] a [removed: $1.81] [added: $0.76] increase from the comparable prior year amount of [removed: $1.44] [added: $3.25] per share.

◦increased [removed: 42.7%,] [added: 14.1%,] or [removed: $940.5] [added: $444.4] million, to [removed: $3.1] [added: $3.6] billion; and

Other than free cash flow, any non-GAAP financial measures will be denoted as adjusted measures to remove the impact of [removed: (A)] restructuring and transformational project costs consisting [removed: of] [added: of:] (1) restructuring charges, (2) expenses associated with our various transformation initiatives and (3) [removed: facility closure and] severance charges; acquisition-related costs consisting of: [removed: (1)] [added: (a)] intangible amortization expense and [removed: (2)] [added: (b)] acquisition costs and due diligence costs related to our acquisitions; and [removed: (B)] the reduction of bad debt expense previously [removed: recognized in fiscal 2020 due to the impact of the COVID-19 pandemic on the collectability of our pre-pandemic trade receivable balances.]

Our results for fiscal 2022 were also impacted by [removed: (1)] a write-down of COVID-related personal protection equipment inventory due to the reduction in the net realizable value of [removed: inventory; (2) debt] [added: inventory, losses on the] extinguishment [removed: costs;] [added: of long-term debt] and [removed: (3) the] [added: an] increase in reserves for uncertain tax positions.

The fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021] [added: 2022] items discussed above are collectively referred to as “Certain Items.” The results of our [removed: foreign] operations can be impacted by changes in exchange rates applicable to converting from local currencies to U.S. dollars.

We measure our [removed: total Sysco and our International Foodservice Operations] results on a constant currency basis.

[added: |] Management believes that adjusting its operating expenses, operating income, [removed: interest expense, other (income) expense, net,] net earnings and diluted earnings per share to remove these Certain [removed: Items,] [added: Items and presenting its results on a constant currency basis,] provides an important perspective with respect to our underlying business trends and [removed: results and] [added: results. It] provides meaningful supplemental information to both management and investors that (1) is indicative of the performance of the company’s underlying [removed: operations,] [added: operations and] (2) facilitates comparisons on a year-over-year [removed: basis and (3) removes those items that are difficult to predict and are often unanticipated and that, as a result, are difficult to include in analysts’ financial models and our investors’ expectations with any degree of specificity.][added: basis. | | |]

The company uses these non-GAAP measures when evaluating its financial [removed: results,] [added: results] as well as for internal planning and forecasting purposes.

- Case volume growth by customer type for U.S. [removed: Broadline] [added: Foodservice] operations;

- Sysco brand penetration for U.S. Broadline operations; [removed: and]

- Free cash flow [removed: (non-GAAP).][added: (non-GAAP); and]

We use these financial metrics and related computations, as well as sales and gross profit growth, to evaluate our business and to plan for [removed: near-and] [added: near and] long-term operating and strategic decisions.

[added: We believe it is useful to provide investors with] the same financial information that we use internally to make comparisons of our historical operating results, identify trends in our underlying operating results and evaluate our business.

- Sales – Sales is equal to gross [removed: sales, minus] [added: sales subtracted by,] (1) sales returns and (2) sales incentives that we offer to certain customers, such as upfront monies and discounts.

- Gross profit – Gross profit is equal to our net sales [removed: minus] [added: subtracted by] our cost of goods sold.

Sysco’s management considers growth in these metrics to be useful measures of operating efficiency and [removed: profitability,] [added: profitability] as they facilitate comparison of performance on a consistent basis from period to period by providing a measurement of recurring factors and trends affecting our business.

EBITDA represents net earnings [removed: (loss) plus] [added: plus:] (1) interest expense, (2) income tax expense and benefit, (3) depreciation and (4) amortization.

The net earnings [removed: (loss)] component of our EBITDA calculation is impacted by Certain Items that we do not consider representative of our underlying performance.

Sysco’s management considers growth in this metric to be a measure of overall financial performance that provides useful information to management and investors about the profitability of the [removed: business, as it facilitates comparison of performance on a consistent basis from period to period by providing a measurement of recurring factors and trends affecting our] business.

Case Volume Growth by Customer Type for U.S. [removed: Broadline] [added: Foodservice] Operations

This demonstrates the favorable impact of our Recipe for Growth strategy on our business, now in its third year.

This strategy is helping us advance our capabilities in supply chain and sales.

We made significant improvements in operating expense leverage, resulting in improved productivity that drove profitable growth.

◦increased 11.2%, or $7.7 billion, to $76.3 billion;

◦increased 29.5%, or $692.0 million, to $3.0 billion;

◦increased 30.3%, or $411.4 million, to $1.8 billion;

◦adjusted EBITDA increased 15.6%, or $519.2 million, to $3.8 billion.

recognized in fiscal 2020 due to the impact of the COVID-19 pandemic on the collectability of our pre-pandemic trade receivable balances.

Our results for fiscal 2023 were also impacted by adjustments to a product return allowance pertaining to COVID-related personal protection equipment inventory, a pension settlement charge that resulted from the purchase of a nonparticipating single premium group annuity contract that transferred defined benefit plan obligations to an insurer, and a litigation financing agreement.

Additionally, it provides meaningful supplemental information to both management and investors that (1) is indicative of the performance of the company’s underlying operations, (2) facilitates comparisons on a year-over-year basis and (3) removes those items that are difficult to predict and are often unanticipated and that, as a result, are difficult to include in analysts’ financial models and our investors’ expectations with any degree of specificity.

- Adjusted return on invested capital (non-GAAP).

It facilitates comparison of performance on a consistent basis from period to period by providing a measurement of recurring factors and trends affecting our business.

Sysco offers an assortment of Sysco-branded products which are differentiated from privately branded products.

It is calculated by dividing Sysco-branded case volume sold to U.S. Broadline customers by total cases sold to U.S. Broadline customers.

Sysco management considers free cash flow to be a non-GAAP liquidity

Adjusted Return on Invested Capital

Although adjusted return on invested capital (ROIC) is considered a non-GAAP financial measure, Sysco management considers adjusted ROIC to be a measure that provides useful information to management and investors in evaluating the efficiency and effectiveness of the company’s long-term capital investments and it has been reintroduced as a component of long-term incentive compensation for fiscal 2024.

We calculate adjusted ROIC as adjusted net earnings divided by the sum of: (1) stockholders’ equity, computed as the average of adjusted stockholders’ equity at the beginning of the year and at the end of each fiscal quarter during the year; and (2) long-term debt, computed as the average of the long-term debt at the beginning of the year and at the end of each fiscal quarter during the year.

Trends in ROIC can fluctuate over time as management balances long-term strategic initiatives with possible short-term impacts.

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.

We expect the foodservice market to grow at a lower rate in fiscal 2024 as compared to fiscal 2023.

This volume reflects our broadline and specialty businesses, except for our specialty meats business, which measures its volume in pounds.

The rate of inflation, as compared to the prior year, declined at an accelerated rate during the fourth quarter.

We expect the rate of inflation for fiscal 2024 to be below historical trends.

We expect deflation within our U.S. Broadline operations for the first half of fiscal 2024, followed by minimal inflation in the second half of fiscal 2024.

Our International Foodservice operations are expected to remain inflationary during fiscal 2024 given the unique marketplace conditions present in those operations.

At the total enterprise level, inflation is expected to be slightly positive for fiscal 2024.

Given our expectation for slower market growth and inflation as noted previously, we expect sales growth to increase in the mid-single digits in fiscal 2024 as compared to fiscal 2023, as we reach approximately $80 billion in annual sales.

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.

Our Sysco Driver Academy and industry leading training programs are contributing to improved retention and productivity, and we expect to see this trend improve as the percentage of drivers and warehouse colleagues trained from within Sysco continues to grow.

We believe the advancements we are making in our physical capabilities, and the investments we are making in improved training, will provide higher service levels to our customers and strengthen Sysco’s ability to profitably win market share.

In fiscal 2023, we completed two transactions that created non-routine gains and losses, both of which were treated as Certain Items.

First, the Sysco Corporation Retirement Plan (the Plan) executed a commitment agreement to purchase a nonparticipating single premium group annuity contract that transferred $695.0 million of the Plan’s defined benefit pension obligations related to certain pension benefits.

As a result of this transaction, we recognized a one-time, non-cash pre-tax pension settlement charge of $315.4 million in the second quarter of fiscal 2023.

Second, Sysco had been pursuing claims against a variety of vendors from which the company purchased products.

To mitigate the risk of incurring significant legal fees on these claims without any ultimate gain, in calendar 2019 and 2020, we entered into agreements with a third party whereby the company secured a minimum amount of cash proceeds from the third party in exchange for assigning to the third party the rights to a portion of the future litigation proceeds.

At the time of receipt of these cash proceeds, the amounts were deferred in “Other long-term liabilities.” In June 2023, an agreement was reached in which the company assigned all its remaining claims against these vendors to the third party.

Additionally, our teams made significant improvements in operating expense leverage, with lower business recovery costs, as we continue to emerge from the COVID-19 pandemic, and continued re-investments in our supply chain and operations productivity performance to drive profitable growth.

◦increased 33.8%, or $17.3 billion, to $68.6 billion;

◦increased 37.2% or $18.7 billion on a comparable 52-week basis;

◦increased 62.7%, or $901.8 million, to $2.3 billion;

◦increased 159.2%, or $834.6 million, to $1.4 billion;

- EBITDA:

◦adjusted EBITDA increased 54.4%, or $1.2 billion, to $3.3 billion.

Our results for fiscal 2021 were also impacted by 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, as well as non-operating gains and losses including (1) losses on the extinguishment of debt, (2) losses on the sale of businesses and (3) gains on the sale of property.

Sysco’s fiscal year ends on the Saturday nearest to June 30th.

This resulted in a 52-week year ended July 2, 2022 for fiscal 2022, a 53-week year ended July 3, 2021 for fiscal 2021 and a 52-week year ended June 27, 2020 for fiscal 2020.

We will have a 52-week year ending July 1, 2023 for fiscal 2023.

Because fiscal 2021 contained an additional week as compared to fiscal 2022, our Consolidated Results of Operations for fiscal 2022 are not directly comparable to the prior year.

In some cases, our disclosure will include a fiscal 2022 comparison to fiscal 2021 on a 52-week year basis.

Management believes that adjusting the fiscal 2021 Consolidated Results of Operations for the estimated impact of the additional week provides more comparable financial results on a year-over-year basis.

This is calculated by taking one-fourteenth of the total metric for the fourth quarter of fiscal 2021.

We believe it is useful to provide investors with

food products.

The food-away-from-home sector experienced an overall recovery in fiscal 2022 as compared to fiscal 2021.

In the third quarter of fiscal 2022, the company experienced disruptions from the Omicron variant of COVID-19, which negatively impacted consumer demand and our customers due to the reintroduction of significant restrictions on their businesses.

We experienced a strong market rebound beginning in late February, which continued into the fourth quarter, and we achieved an all-time record for quarterly and annual sales at Sysco.

While the company has experienced macroeconomic pressures from major waves of COVID-19, double-digit inflation, and the invasion of Ukraine by Russia impacting the food supply, we have delivered profitable growth.

While we anticipate that recent macroeconomic pressures may continue to create challenges in fiscal 2023, the food away from home industry has demonstrated its resilience and importance over the past few years, and we expect top-line growth in fiscal 2023 of at least 10% over fiscal year 2022.

Sysco continues to lead the industry in supporting our customers during this challenging supply chain period, including converting our supply chain to a full six-day work week.

We are expecting mid-single digit inflation for fiscal 2023 on an enterprise basis across all categories, with elevated rates in the first quarter that are expected to moderate over the course of the year; we are not planning for a deflationary environment, though some categories may be individually deflationary.

We are continuing to take actions to mitigate the long-term effect of elevated inflation, including actively working to improve our cost of goods sold to Sysco, so that we can pass along value to our customers.

However, the relative price of eating out has been less impacted by inflation than the cost of food at the grocery store, and we believe that the food away from home industry will prove resilient.

Our operating results in fiscal 2022 included $183 million of operating expense investments for our Recipe for Growth strategy, with supply chain investments ramping up significantly in the fourth quarter.

We have made a purposeful response to the COVID-19 generated labor and safety environment in which we are operating, with $193 million in business recovery operating investments, such as recruiting costs, hiring marketing, vaccination promotion, contract labor and sign-on and retention bonuses during fiscal 2022.

During the fourth quarter, we returned to employment levels higher than fiscal 2019, but continued to experience overtime costs to address growing demand and lower productivity of the new staff.

Productivity and overtime costs were approximately $40 million in the fourth quarter of fiscal 2022, which is higher than the approximately $30 million for these same costs in the third quarter of fiscal 2022.

We expect elevated operating expenses during fiscal 2023, as we continue to deal with a hiring environment that is still recovering, productivity issues that we expect to improve over the course of this year and continued investments for our transformation, all partially offset by our cost-out efforts.

We are making these necessary investments to ensure that we can serve our customers, which enables us to continue increasing market share, profitably, at the national and local level.

Even with those significant business recovery and transformation operating expense investments, partially offset by the continued benefit of our cost-savings efforts, we leveraged our adjusted operating expense structure.

Comparisons to Fiscal 2019

In assessing our financial performance through the business recovery, Sysco’s management compared our results in fiscal 2022 against our corresponding fiscal 2019 results.

◦increased 14.2%, or $8.5 billion, as compared to fiscal 2019;

◦increased 0.4%, or $8.9 million, as compared to fiscal 2019;

◦adjusted operating income decreased 3.7%, or $100.3 million, as compared to fiscal 2019;

◦increased 0.40%, or $13.1 million, as compared to fiscal 2019;

◦adjusted EBITDA decreased 0.7%, or $23.9 million, as compared to fiscal 2019;

At July [removed: 3, 2021,] [added: 1, 2023,] there were no commercial paper issuances outstanding under our U.S. commercial paper program.

The following tables present our interest rate position as of July [removed: 2, 2022.][added: 1, 2023.]

| | | | Interest Rate Position as of July [removed: 2, 2022] [added: 1, 2023] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value | | |

| Fixed Rate Debt | | | $ | — | | | | | $ | — | | | | | $ | [removed: —] [added: 750,000] | | | | | $ | [removed: 750,000] [added: 1,043,176] | | | | | $ | [removed: 1,043,176] [added: 750,000] | | | | | $ | [removed: 7,788,879] [added: 7,038,879] | | | | | $ | 9,582,055 | | | | | $ | [removed: 9,300,127] [added: 8,942,071] | |

| Average Interest Rate | | | — | | % | | | | — | | % | | | | [removed: —] [added: 3.75] | | % | | | | [removed: 3.75] [added: 3.46] | | % | | | | [removed: 3.46] [added: 3.25] | | % | | | | [removed: 4.67] [added: 4.82] | | % | | | | 4.47 | | % | | | | | | |

| Average Interest Rate | | | [removed: 1.25] [added: —] | | % | | | | [removed: —] [added: 3.65] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 1.25] [added: 3.65] | | % | | | | | | |

Our income statement trends may be impacted by the translation of the income statements of our [removed: foreign subsidiaries into U.S. dollars.]

The exchange [removed: rates] [added: rate] used to translate our foreign sales into U.S. dollars negatively affected sales by 0.3% in fiscal 2022 when compared to fiscal 2021.

The exchange [removed: rate] [added: rates] used to translate our foreign sales into U.S. dollars [removed: positively] [added: negatively] affected sales by [removed: 0.9%] [added: 1.3%] in fiscal [removed: 2021] [added: 2023] when compared to fiscal [removed: 2020.][added: 2022.]

The impact to our operating income, net earnings and earnings per share was not material in fiscal [removed: 2022] [added: 2023] or fiscal [removed: 2021.][added: 2022.]

A 10% unfavorable change in the fiscal [removed: 2022] [added: 2023] weighted year-to-date exchange rate and the resulting impact on our financial statements would have negatively affected fiscal [removed: 2022] [added: 2023] sales by [removed: 1.9%] [added: 1.7%] and would not have materially affected our operating income, net earnings and earnings per share.

In [added: the fourth quarter of] fiscal [removed: 2017,] [added: 2023,] we [removed: designated] [added: extinguished] €500 million of Euro notes issued in June 2016 as a hedge of a portion of our net investment in Euro-denominated foreign operations to reduce foreign currency risk associated with the investment in these operations.

Changes in the value of these items resulting from fluctuations in the underlying exchange rates to U.S. Dollar exchange rates [removed: are] [added: were] recorded as foreign currency translation adjustments within Accumulated other comprehensive income (loss).

Fuel costs related to outbound deliveries represented approximately [removed: 0.5%] [added: 0.6%] of sales during fiscal [removed: 2022,] [added: 2023 and 0.5% of sales in] fiscal [removed: 2021] [added: 2022] and fiscal [removed: 2020.][added: 2021.]

As of July [removed: 2, 2022,] [added: 1, 2023,] we had diesel fuel swaps with a total notional amount of approximately [removed: 52] [added: 71] million gallons through [removed: June 2024.][added: September 2025.]

These swaps are expected to lock in the price of approximately 80% of our bulk fuel purchases for fiscal [removed: 2023,] [added: 2024,] or [removed: 60%] [added: 70%] of our total projected fuel purchase needs for fiscal [removed: 2023.][added: 2024.]

Using current, published quarterly market price projections for diesel and estimates of fuel consumption, a 10% unfavorable change in diesel prices from the market price would result in a potential increase of approximately [removed: $8.0] [added: $6.1] million in our fuel costs on our non-contracted volumes.

A 10% unfavorable change in the value of the investments held by our company-sponsored retirement plans at the plans’ fiscal year end (December 31, [removed: 2021)] [added: 2022)] would not have a material impact on our anticipated future contributions for fiscal [removed: 2023;] [added: 2024;] however, such an unfavorable change would increase our pension expense for fiscal [removed: 2023] [added: 2024] by [removed: $30.1] [added: $23.4] million and would reduce our shareholders’ equity on our balance sheet as of July [removed: 2, 2022] [added: 1, 2023] by [removed: $363.3] [added: $264.1] million.

Total debt as of July 1, 2023 was $10.4 billion, of which approximately 100% was at fixed rates of interest.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed Rate Debt | | | $ | — | | | | | $ | 377,815 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 377,815 | | | | | $ | 365,385 | |

foreign subsidiaries into U.S. dollars.

Our investments and loans to foreign operations create additional foreign currency exposure and from time to time, we enter into agreements to hedge foreign currency exchange rate risks and mitigate impact to our consolidated results of operations.

Additionally, we periodically enter into agreements to hedge foreign currency risk associated with changes in spot rates on foreign denominated debt instruments, which are designated as fair value hedges.

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.

Total debt as of July 3, 2021 was $11.1 billion, of which approximately 90% was at fixed rates of interest, including the impact of our interest rate swap agreements.

Details of our outstanding swap agreements as of July 2, 2022 are below:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Maturity Date of Swap | | | | | | Notional Value | | | | | | Fixed Coupon Rate on Hedged Debt | | | | | | Floating Interest Rate on Swap | | | | | | Floating Rate Reset Terms | | | | | | Location of Fair Value on Balance Sheet | | | | | | Fair Value of Asset (Liability) (in thousands) | | |

| June 23, 2023 | | | | | | € | 500,000,000 | | | | | 1.25 | | | | | | Three-month EURIBOR | | | | | | Every three months in advance | | | | | | Current maturities of long-term debt | | | | | | $ | (2,820) | |

We receive or pay amounts on these interest rate swap agreements on a semi-annual basis.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | (Dollars in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Euro Denominated: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Floating Rate Debt (1) | | | $ | 521,398 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 521,398 | | | | | $ | 517,263 | |

| Fixed Rate Debt | | | $ | — | | | | | $ | — | | | | | $ | 386,877 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 386,877 | | | | | $ | 378,091 | |

| Average Interest Rate | | | — | | % | | | | — | | % | | | | 3.65 | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | 3.65 | | % | | | | | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| (1) | | | Includes fixed rate debt that has been converted to floating rate debt through an interest rate swap agreement. | | |

| | | | Notional Amount by Expected Maturity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Average Interest Swap Rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest Rate Swaps | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Related To Debt: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Pay Variable/Receive Fixed | | | $ | 521,398 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 521,398 | | | | | $ | (2,820) | |

| Average Variable Rate Paid: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Rate A Plus | | | 1.10 | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | 1.10 | | % | | | | | | |

| Fixed Rate Received | | | 1.25 | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | 1.25 | | % | | | | | | |

Rate A – three-month EURIBOR

We do not routinely enter into material agreements to hedge foreign currency exchange rate risks.

Our investments and loans to our foreign operations created additional foreign currency exposure.

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

Our purpose is “Connecting the World to Share Food and Care for One Another.” We provided products and related services to approximately [removed: 700,000] [added: 725,000] customer locations, including restaurants, healthcare and educational facilities, lodging establishments and other foodservice customers during fiscal [removed: 2022.][added: 2023.]

Since our formation, we have grown from $115 million to our all-time high of [removed: $68.6] [added: $76.3] billion in annual sales in fiscal [removed: 2022,] [added: 2023,] both through internal expansion of existing operations and [removed: through] acquisitions.

This resulted in a 52-week year ended July [removed: 2, 2022] [added: 1, 2023] for fiscal [removed: 2022,] [added: 2023,] a [removed: 53-week] [added: 52-week] year ended July [removed: 3, 2021] [added: 2, 2022] for fiscal [removed: 2021] [added: 2022] and a [removed: 52-week] [added: 53-week] year ended [removed: June 27, 2020] [added: July 3, 2021] for fiscal [removed: 2020.][added: 2021.]

We will have a 52-week year ending [removed: July 1, 2023] [added: June 29, 2024] for fiscal [removed: 2023.][added: 2024.]

Our primary operations are [removed: located] in North America and Europe.

- *U.S. Foodservice Operations* – primarily includes (a) [removed: the company’s] [added: 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 the operations of Sysco;

[removed: Broadline] [added: Foodservice] operating sites distribute a full line of food products and a wide variety of non-food products to both [removed: traditional] [added: independent] and chain restaurant customers, hospitals, schools, hotels, industrial caterers and other venues where foodservice products are served.

[added: Selected financial data for each of our reportable segments, as well as financial] information concerning geographic areas, can be found in Note 21, “Business Segment Information,” in the Notes to Consolidated Financial Statements in Item 8.

Sysco’s customers in the foodservice industry include restaurants, hospitals and [added: skilled] nursing [removed: homes,] [added: facilities,] schools and colleges, hotels and motels, industrial caterers and other similar venues where foodservice products are served.

- tableware such as [removed: china] [added: glassware] and silverware;

| Principal product categories | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Fresh and frozen meats | | | [removed: 19] [added: 18] | | [removed: %] | | | | 19 | | [removed: %] | | | | 19 | | [removed: %] |

| Canned and dry products | | | [removed: 17] [added: 19] | | [added: %] | | | | [removed: 16] [added: 17] | | [added: %] | | | | 16 | | [added: %] |

| Frozen fruits, vegetables, bakery and other | | | [removed: 14] [added: 15] | | | | | | [removed: 15] [added: 14] | | | | | | 15 | | |

| Poultry | | | [removed: 11] [added: 10] | | | | | | 11 | | | | | | [removed: 10] [added: 11] | | |

| Dairy products | | | [removed: 10] [added: 11] | | | | | | 10 | | | | | | 10 | | |

| Fresh produce | | | [removed: 8] [added: 9] | | | | | | 8 | | | | | | [removed: 9] [added: 8] | | |

| Paper and disposables | | | 7 | | | | | | [removed: 8] [added: 7] | | | | | | [removed: 7] [added: 8] | | |

| Seafood | | | [removed: 5] [added: 4] | | | | | | 5 | | | | | | 5 | | |

| Beverage products | | | 3 | | | | | | 3 | | | | | | [removed: 4] [added: 3] | | |

| Other (1) | | | [removed: 6] [added: 4] | | | | | | [removed: 5] [added: 6] | | | | | | 5 | | |

| (1) | | | Other sales relate to non-food products, including textiles and amenities for our hotel supply business, [removed: equipment and subscription sales for our previously owned Cake business, and] [added: equipment,] other janitorial products, medical supplies and smallwares. | | |

We also provide ancillary services relating to foodservice distribution, such as providing customers with product usage reports and other data, menu-planning advice, food safety training and assistance in inventory [removed: control, as well as access to various third-party services designed to add value to our customers’ businesses.][added: control.]

No single customer accounted for 10% or more of Sysco’s total sales for the fiscal year ended July [removed: 2, 2022.][added: 1, 2023.]

| Type of Customer | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Restaurants [added: (1)] | | | [removed: 63] [added: 62] | | % | | | | [removed: 66] [added: 63] | | % | | | | [removed: 62] [added: 66] | | % |

| Healthcare | | | [removed: 8] [added: 7] | | | | | | [removed: 9] [added: 8] | | | | | | 9 | | |

| Education, government | | | 8 | | | | | | [removed: 6] [added: 8] | | | | | | [removed: 8] [added: 6] | | |

| Travel and leisure | | | [removed: 7] [added: 8] | | | | | | [removed: 5] [added: 7] | | | | | | [removed: 7] [added: 5] | | |

| Other [removed: (1)] [added: (2)] | | | [removed: 14] [added: 15] | | | | | | 14 | | | | | | 14 | | |

| [removed: (1)] [added: (2)] | | | Other includes cafeterias that are not stand-alone restaurants, bakeries, caterers, churches, civic and fraternal organizations, vending distributors, other distributors and international exports, as well as retail food sales and logistics services. None of these types of customers, as a group, exceeded 5% of total sales in any of the years for which information is presented. | | |

We estimate that sales to our customers in the food service management (FSM) sector, which include large customers that service cafeterias in institutions such as universities, hospitals, and sporting venues, accounted for [removed: 6%] [added: 7%] of sales in fiscal [removed: 2022] [added: 2023,] as compared to [removed: 5%] [added: 6%] of sales in fiscal [removed: 2021.][added: 2022.]

We purchase from thousands of suppliers, both domestic and international, none of which individually accounted for more than 10% of our purchases for fiscal [removed: 2022.][added: 2023.]

[removed: Purchasing] [added: Merchandise] is generally [removed: carried out] [added: purchased] through both centrally developed [removed: purchasing] programs, domestically and internationally, and direct [removed: purchasing] programs established by our various operating sites.

The program covers the purchasing and marketing of branded merchandise, as well as products from [removed: a number of] [added: several] national brand suppliers, encompassing substantially all product lines.

Some of our products are purchased internationally within global procurement centers [removed: in order] to build strategic relationships with international suppliers and to optimize our supply chain network.

[removed: We also focus on increasing profitability by lowering operating costs and by lowering aggregate inventory levels, which] [added: This] reduces future facility expansion needs at our operating sites, while providing greater value to our suppliers and customers.

A majority of our sales orders are filled within 24 hours of [removed: when] customer [removed: orders are placed.][added: order placement.]

We generally maintain inventory on hand to [removed: be able to] meet customer demand.

Additionally, we provide access to various third-party services designed to add value to our customers’ businesses.

| (1) | | | Restaurants returned to a pre-pandemic percentage of total sales in fiscal year 2023. For comparability purposes, in both fiscal years 2020 and 2019, restaurants constituted 62% of total sales. | | |

We also focus on increasing profitability by lowering operating costs and aggregate inventory levels.

GSC team members possess experience and expertise in, among other areas,

We believe engaged and empowered colleagues are key to business success.

Approximately 15% of our employees were represented by unions, primarily the International Brotherhood of Teamsters and unions in France and Sweden.

Our vision is to build a diverse, equitable and inclusive work environment that reflects the customers and communities we serve.

Our Colleague Resource Groups (CRGs) are voluntary, colleague-led groups organized to foster a diverse, inclusive workplace at Sysco.

They are a critical element of our engagement and DEI efforts at both our headquarters and at operating sites.

As of July 1, 2023, our U.S. employee population possessed the gender, ethnic and racial attributes identified below:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| United States Employee Population (1) | | | | | | Male | | | | | | Female | | | | | | White | | | | | | Hispanic or Latino | | | | | | Black or African American | | | | | | Asian | | | | | | American Indian or Alaskan Native | | | | | | Native Hawaiian or Other Pacific Islander | | | | | | Two or more races | | | | | | Not Available | | |

| Individual Contributors | | | | | | 81 | | % | | | | 19 | | % | | | | 42 | | % | | | | 26 | | % | | | | 23 | | % | | | | 4 | | % | | | | 1 | | % | | | | 1 | | % | | | | 2 | | % | | | | 1 | | % |

| Management | | | | | | 74 | | | | | | 26 | | | | | | 63 | | | | | | 16 | | | | | | 12 | | | | | | 5 | | | | | | 1 | | | | | | 1 | | | | | | 2 | | | | | | — | | |

| Senior Management | | | | | | 74 | | | | | | 26 | | | | | | 79 | | | | | | 6 | | | | | | 6 | | | | | | 6 | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 1 | | |

| Officers | | | | | | 72 | | | | | | 28 | | | | | | 66 | | | | | | 5 | | | | | | 14 | | | | | | 5 | | | | | | 1 | | | | | | — | | | | | | 3 | | | | | | 6 | | |

| Total Sysco | | | | | | 80 | | | | | | 20 | | | | | | 45 | | | | | | 25 | | | | | | 21 | | | | | | 4 | | | | | | 1 | | | | | | 1 | | | | | | 2 | | | | | | 1 | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| (1) | | | Information is based on self-reported identification. | | |

These advantages combined with a large geographical footprint of multi-temperature warehouses, mitigates some of the impact of regional economic declines that may occur over time.

inspection program.

The FDA has finalized regulations implementing the FSMA, recognizing that ensuring the safety of the food supply is a shared responsibility among many different points in the global supply chain.

The FSMA rules are designed to identify specific actions that must be taken at each of these points to prevent contamination.

We are also subject to regulation by numerous federal, state and local regulatory agencies, including, but not limited to, the U.S. Department of Labor, which sets employment practice standards for workers.

In many jurisdictions, compliance with these competition laws is of special importance to us.

Those requirements relate to, among other things,

competition, product composition, packaging, labeling, advertisement (including nutrition and health claims) and the safety of food products, as well as the health, safety and working conditions of employees.

Selected financial data for each of our reportable segments, as well as financial

In order to preserve our liquidity in response to the COVID-19 pandemic, we reduced our capital expenditures by eliminating capital projects that were not critical for our business in fiscal 2021, and in fiscal 2022, our capital expenditures returned to more normal levels.

A key focus of our Talent Acquisition has been achieving hiring targets for our transportation associates.

Throughout our industry, drivers are in short supply and hiring is a challenge.

In fiscal 2022, Sysco invested in its first Sysco Driver Academy, enabling us to develop and train our own drivers, which we refer to as Delivery Partners.

This program gives our warehouse associate population an opportunity to Delivery Partners.

Trainees are paid to attend the academy, and we pay for their licensing and certification fees.

disability benefits, health and welfare benefits, and recognition, as well as other programs like dependent scholarships and employee discounts.

To accelerate our global efforts to create a more diverse workforce and an equitable and inclusive culture, we hired a Vice President, Chief Diversity Officer in fiscal 2021.

Our chief executive officer signed the CEO Pledge, as part of the CEO Action for Racial Equity, a group that includes business leaders from across the Fortune 100 companies that is committed to advancing diversity and inclusion in the workplace.

In addition, we are a member of the Business Coalition for Equality Act, a group of U.S. employers that support legislation providing the same protections for LGBTQ+ associates as other protected groups under federal law.

As of July 2, 2022, in the U.S, women held 24% of management roles (defined as managers of people) and 28% of officer roles (defined as executives and senior level employees within the global support center and field organizations).

In the U.S., Hispanic or Latinx, Black or African American, and Asian employees held 13%, 9% and 4% of management roles and 4%, 9%, and 7% of officer roles, respectively.

Our Associate Resource Groups (ARGs) are voluntary, associate-led groups organized to foster a diverse, inclusive workplace at Sysco, and are a critical element of our engagement and DEI efforts at both our headquarters and at operating sites by interested associates.

The agency also specifies the standards of identity for certain foods,

We also must establish communication programs to transmit information about the hazards of certain chemicals present in some of the products we distribute.

In fiscal 2022, six of our private brands had sales at or near $1 billion.

Pursuant to [removed: recent SEC amendments to] this item, Sysco has chosen a reporting threshold for such proceedings of $1 million.

[removed: Applying this] threshold, there are no environmental matters to disclose for this period, nor does the company expect a material adverse effect on its business or financial condition.

Applying this

For the fiscal year ended July [removed: 2, 2022][added: 1, 2023]

[removed: ][added: ]

[removed: *(Exact] [added: (Exact] name of registrant as specified in its [removed: charter)*][added: charter)]

| Delaware [removed: *(State] [added: (State] or other jurisdiction of incorporation or [removed: organization)*] [added: organization)] | | | | | | 74-1648137 [removed: *(I.R.S.] [added: (I.R.S.] Employer Identification [removed: No.)*] [added: No.)] | | |

| 1390 Enclave Parkway Houston, Texas [removed: *(Address] [added: (Address] of principal executive [removed: offices)*] [added: offices)] | | | | | | 77077-2099 [removed: *(Zip Code)*] [added: (Zip Code)] | | |

The aggregate market value of the voting stock of the registrant held by stockholders who were not affiliates (as defined by regulations of the Securities and Exchange Commission) of the registrant was approximately [removed: $39,790,937,593] [added: $38,720,179,124] as of January 1, [removed: 2022] [added: 2023] (based on the closing sales price on the New York Stock Exchange Composite Tape on December [removed: 31, 2021,] [added: 30, 2022,] as reported by The Wall Street Journal (Southwest Edition)).

As of August [removed: 9, 2022,] [added: 8, 2023,] the registrant had issued and outstanding an aggregate of [removed: 506,110,343] [added: 504,925,847] shares of its common stock.

Portions of the company’s [removed: 2022] [added: 2023] Proxy Statement to be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year covered by this Form 10-K are incorporated by reference into Part III.

| Item 1. | | | [removed: [Business](#i6ff3260161e54c75a5fa4778c3ad5e5b_13)] [added: [Business](#i2d81064bd18948ba82e20a117875d25d_13)] | | | [removed: [1](#i6ff3260161e54c75a5fa4778c3ad5e5b_13)] [added: [1](#i2d81064bd18948ba82e20a117875d25d_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i6ff3260161e54c75a5fa4778c3ad5e5b_16)] [added: Factors](#i2d81064bd18948ba82e20a117875d25d_16)] | | | [removed: [7](#i6ff3260161e54c75a5fa4778c3ad5e5b_16)] [added: [7](#i2d81064bd18948ba82e20a117875d25d_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i6ff3260161e54c75a5fa4778c3ad5e5b_19)] [added: Comments](#i2d81064bd18948ba82e20a117875d25d_19)] | | | [removed: [17](#i6ff3260161e54c75a5fa4778c3ad5e5b_19)] [added: [19](#i2d81064bd18948ba82e20a117875d25d_19)] | | |

| Item 2. | | | [removed: [Properties](#i6ff3260161e54c75a5fa4778c3ad5e5b_22)] [added: [Properties](#i2d81064bd18948ba82e20a117875d25d_22)] | | | [removed: [18](#i6ff3260161e54c75a5fa4778c3ad5e5b_22)] [added: [19](#i2d81064bd18948ba82e20a117875d25d_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i6ff3260161e54c75a5fa4778c3ad5e5b_25)] [added: Proceedings](#i2d81064bd18948ba82e20a117875d25d_25)] | | | [removed: [18](#i6ff3260161e54c75a5fa4778c3ad5e5b_25)] [added: [19](#i2d81064bd18948ba82e20a117875d25d_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i6ff3260161e54c75a5fa4778c3ad5e5b_28)] [added: Disclosures](#i2d81064bd18948ba82e20a117875d25d_28)] | | | [removed: [19](#i6ff3260161e54c75a5fa4778c3ad5e5b_28)] [added: [20](#i2d81064bd18948ba82e20a117875d25d_28)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6ff3260161e54c75a5fa4778c3ad5e5b_34)] [added: Securities](#i2d81064bd18948ba82e20a117875d25d_34)] | | | [removed: [20](#i6ff3260161e54c75a5fa4778c3ad5e5b_34)] [added: [21](#i2d81064bd18948ba82e20a117875d25d_34)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i6ff3260161e54c75a5fa4778c3ad5e5b_37)] [added: [\[Reserved\]](#i2d81064bd18948ba82e20a117875d25d_37)] | | | [removed: [21](#i6ff3260161e54c75a5fa4778c3ad5e5b_37)] [added: [22](#i2d81064bd18948ba82e20a117875d25d_37)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6ff3260161e54c75a5fa4778c3ad5e5b_40)] [added: Operations](#i2d81064bd18948ba82e20a117875d25d_40)] | | | [removed: [21](#i6ff3260161e54c75a5fa4778c3ad5e5b_40)] [added: [22](#i2d81064bd18948ba82e20a117875d25d_40)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i6ff3260161e54c75a5fa4778c3ad5e5b_100)] [added: Risk](#i2d81064bd18948ba82e20a117875d25d_103)] | | | [removed: [54](#i6ff3260161e54c75a5fa4778c3ad5e5b_100)] [added: [52](#i2d81064bd18948ba82e20a117875d25d_103)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i6ff3260161e54c75a5fa4778c3ad5e5b_103)] [added: Data](#i2d81064bd18948ba82e20a117875d25d_106)] | | | [removed: [57](#i6ff3260161e54c75a5fa4778c3ad5e5b_103)] [added: [54](#i2d81064bd18948ba82e20a117875d25d_106)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i6ff3260161e54c75a5fa4778c3ad5e5b_220)] [added: Disclosure](#i2d81064bd18948ba82e20a117875d25d_217)] | | | [removed: [115](#i6ff3260161e54c75a5fa4778c3ad5e5b_220)] [added: [111](#i2d81064bd18948ba82e20a117875d25d_217)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i6ff3260161e54c75a5fa4778c3ad5e5b_223)] [added: Procedures](#i2d81064bd18948ba82e20a117875d25d_220)] | | | [removed: [115](#i6ff3260161e54c75a5fa4778c3ad5e5b_223)] [added: [111](#i2d81064bd18948ba82e20a117875d25d_220)] | | |

| Item 9B. | | | [Other [removed: Information](#i6ff3260161e54c75a5fa4778c3ad5e5b_226)] [added: Information](#i2d81064bd18948ba82e20a117875d25d_223)] | | | [removed: [116](#i6ff3260161e54c75a5fa4778c3ad5e5b_226)] [added: [112](#i2d81064bd18948ba82e20a117875d25d_223)] | | |

| Item 9C. | | | [Disclosure Reporting Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i6ff3260161e54c75a5fa4778c3ad5e5b_229)] [added: Inspections](#i2d81064bd18948ba82e20a117875d25d_226)] | | | [removed: [116](#i6ff3260161e54c75a5fa4778c3ad5e5b_229)] [added: [112](#i2d81064bd18948ba82e20a117875d25d_226)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i6ff3260161e54c75a5fa4778c3ad5e5b_235)] [added: Governance](#i2d81064bd18948ba82e20a117875d25d_232)] | | | [removed: [117](#i6ff3260161e54c75a5fa4778c3ad5e5b_235)] [added: [113](#i2d81064bd18948ba82e20a117875d25d_232)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i6ff3260161e54c75a5fa4778c3ad5e5b_238)] [added: Compensation](#i2d81064bd18948ba82e20a117875d25d_235)] | | | [removed: [117](#i6ff3260161e54c75a5fa4778c3ad5e5b_238)] [added: [113](#i2d81064bd18948ba82e20a117875d25d_235)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6ff3260161e54c75a5fa4778c3ad5e5b_241)] [added: Matters](#i2d81064bd18948ba82e20a117875d25d_238)] | | | [removed: [117](#i6ff3260161e54c75a5fa4778c3ad5e5b_241)] [added: [113](#i2d81064bd18948ba82e20a117875d25d_238)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i6ff3260161e54c75a5fa4778c3ad5e5b_244)] [added: Independence](#i2d81064bd18948ba82e20a117875d25d_241)] | | | [removed: [117](#i6ff3260161e54c75a5fa4778c3ad5e5b_244)] [added: [113](#i2d81064bd18948ba82e20a117875d25d_241)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i6ff3260161e54c75a5fa4778c3ad5e5b_247)] [added: Services](#i2d81064bd18948ba82e20a117875d25d_244)] | | | [removed: [117](#i6ff3260161e54c75a5fa4778c3ad5e5b_247)] [added: [113](#i2d81064bd18948ba82e20a117875d25d_244)] | | |

| Item 15. | | | [Exhibit and Financial Statement [removed: Schedules](#i6ff3260161e54c75a5fa4778c3ad5e5b_253)] [added: Schedules](#i2d81064bd18948ba82e20a117875d25d_250)] | | | [removed: [117](#i6ff3260161e54c75a5fa4778c3ad5e5b_253)] [added: [113](#i2d81064bd18948ba82e20a117875d25d_250)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i6ff3260161e54c75a5fa4778c3ad5e5b_259)] [added: Summary](#i2d81064bd18948ba82e20a117875d25d_256)] | | | [removed: [124](#i6ff3260161e54c75a5fa4778c3ad5e5b_259)] [added: [119](#i2d81064bd18948ba82e20a117875d25d_256)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | [Signatures](#i2d81064bd18948ba82e20a117875d25d_259) | | | | | |

| 1.25% Notes due June 2023 | | | | | | SYY 23 | | | | | | New York Stock Exchange | | |

| | | | [Signatures](#i6ff3260161e54c75a5fa4778c3ad5e5b_262) | | | | | |

The table below shows the number of distribution facilities occupied by Sysco in each country and the aggregate square footage devoted to cold and dry storage as of July [removed: 2, 2022.][added: 1, 2023.]

| Ireland and Northern Ireland | | | [removed: 6] [added: 8] | | | | | | 656 | | | | | | I | | |

| United Kingdom | | | [removed: 50] [added: 48] | | | | | | 2,644 | | | | | | I | | |

| United States and its territories (2) | | | [removed: 190] [added: 192] | | | | | | [removed: 41,718] [added: 41,583] | | | | | | U, I, S, O | | |

| (2) | | | California, Florida, Texas, and Illinois account for [removed: 21,] [added: 24,] 16, 14, and 11 respectively, of the facilities located in the U.S. | | |

| (3) | | | Using a comparable definition based on facility size, fiscal [removed: 2021] [added: 2022] included [removed: 319] [added: 333] facilities. | | |

We own approximately [removed: 40,700,000] [added: 40,100,000] square feet of our distribution facilities (or [removed: 75.5%] [added: 74.4%] of the total square feet), and the remainder is occupied under leases expiring at various dates from fiscal [removed: 2023] [added: 2024] to fiscal [removed: 3012,] [added: 2049,] exclusive of renewal options.

Within our Latin American operations, we operate 17 cash and carry facilities and 5 warehouse and storage facilities in Costa Rica and [removed: 4] [added: 5] cash and carry facilities and 1 warehouse and storage facility in Panama.

We are currently constructing expansions or build-outs for various distribution facilities in the United [removed: States.][added: States and Northern Ireland.]

The various operating sites [removed: under] [added: undergoing significant] construction, in the aggregate, contributed [removed: 12%] [added: approximately 6%] of fiscal [removed: 2022] [added: 2023] sales.

As of July [removed: 2, 2022,] [added: 1, 2023,] our fleet of approximately [removed: 15,000] [added: 17,000] delivery vehicles consisted of tractor and trailer combinations, vans and panel trucks, most of which are either wholly or partially refrigerated for the transportation of frozen or perishable foods.

We own approximately [removed: 94%] [added: 89%] of these vehicles and lease the remainder.

| Canada | | | 28 | | | | | | 4,220 | | | | | | I, O | | |

| France | | | 41 | | | | | | 3,004 | | | | | | I | | |

| Mexico | | | 6 | | | | | | 288 | | | | | | I | | |

| Totals (3) | | | 334 | | | | | | 53,967 | | | | | | | | |

| Canada | | | 30 | | | | | | 4,150 | | | | | | I, O | | |

| France | | | 40 | | | | | | 2,931 | | | | | | I | | |

| Mexico | | | 6 | | | | | | 280 | | | | | | I | | |

| Totals (3) | | | 333 | | | | | | 53,951 | | | | | | | | |

In fiscal 2021, we sold our complex in Cypress, TX which previously housed our shared business services and other services, and began performing all corporate and shared service operations from our headquarters.

The number of record owners of Sysco’s common stock as of August [removed: 9, 2022] [added: 8, 2023] was [removed: 7,669.][added: 7,365.]

We made the following share repurchases during the fourth quarter of fiscal [removed: 2022:][added: 2023:]

| (1) | | | The total number of shares repurchased includes [removed: 0, 2,770 and 0] [added: no] shares tendered by individuals in connection with stock option exercises in Month #1, Month #2 and Month [removed: #3, respectively.] [added: #3.] | | |

| (2) | | | See the discussion in Item [removed: 2,] [added: 7,] “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. | | |

We repurchased [removed: 6,698,991] [added: 6,231,071] shares for [removed: $499.8] [added: $500.1] million during fiscal [removed: 2022.][added: 2023.]

As of July [removed: 2, 2022,] [added: 1, 2023,] we had a remaining authorization of approximately [removed: $4.5] [added: $4.0] billion.

We purchased [removed: 3,099,268] [added: 552,463] additional shares under our authorization through August [removed: 9, 2022.][added: 8, 2023.]

The graph assumes that the value of the investment in our Common Stock, the S&P 500 Index, and the S&P 500 Food/Staple Retail Index was $100 on the last trading day of fiscal [removed: 2017,] [added: 2018,] and that all dividends were reinvested.

[removed: ][added: ]

| | | | | | | [removed: 7/1/2017] [added: 6/30/2018] | | | | | | [removed: 6/30/2018] [added: 6/29/2019] | | | | | | [removed: 6/29/2019] [added: 6/27/2020] | | | | | | [removed: 6/27/2020] [added: 7/3/2021] | | | | | | [removed: 7/3/2021] [added: 7/2/2022] | | | | | | [removed: 7/2/2022] [added: 7/1/2023] | | |

| April 2 - April 29 | | | 77,017 | | | | | | $ | 77.24 | | | | | 77,017 | | | | | | — | | |

| April 30 - May 27 | | | 566,283 | | | | | | 73.46 | | | | | | 566,283 | | | | | | — | | |

| May 28 - July 1 | | | 1,035,491 | | | | | | 72.16 | | | | | | 1,035,491 | | | | | | — | | |

| Totals | | | 1,678,791 | | | | | | $ | 72.83 | | | | | 1,678,791 | | | | | | — | | |

| Sysco Corporation | | | | | | $100 | | | | | | $106 | | | | | | $80 | | | | | | $122 | | | | | | $140 | | | | | | $123 | | |

| S&P 500 | | | | | | 100 | | | | | | 110 | | | | | | 115 | | | | | | 169 | | | | | | 151 | | | | | | 179 | | |

| S&P 500 Food/Staple Retail Index | | | | | | 100 | | | | | | 118 | | | | | | 125 | | | | | | 162 | | | | | | 170 | | | | | | 184 | | |

| April 3 - April 30 | | | — | | | | | | $ | — | | | | | — | | | | | | — | | |

| May 1 - May 28 | | | 79,248 | | | | | | 78.70 | | | | | | 6,236,990 | | | | | | — | | |

| May 29 - July 2 | | | 943,215 | | | | | | 82.71 | | | | | | 78,014,103 | | | | | | — | | |

| Totals | | | 1,022,463 | | | | | | $ | 82.40 | | | | | 84,251,093 | | | | | | — | | |

We commenced our share repurchase program during the second quarter of fiscal 2022.

| Sysco Corporation | | | | | | $100 | | | | | | $139 | | | | | | $147 | | | | | | $112 | | | | | | $169 | | | | | | $195 | | |

| S&P 500 | | | | | | 100 | | | | | | 114 | | | | | | 126 | | | | | | 132 | | | | | | 194 | | | | | | 173 | | |

| S&P 500 Food/Staple Retail Index | | | | | | 100 | | | | | | 108 | | | | | | 128 | | | | | | 136 | | | | | | 175 | | | | | | 185 | | |

| [Report of Management on Internal Control Over Financial [removed: Reporting](#i6ff3260161e54c75a5fa4778c3ad5e5b_109)] [added: Reporting](#i2d81064bd18948ba82e20a117875d25d_112)] | | | [removed: [58](#i6ff3260161e54c75a5fa4778c3ad5e5b_109)] [added: [55](#i2d81064bd18948ba82e20a117875d25d_112)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (PCAOB [removed: ID:](#i6ff3260161e54c75a5fa4778c3ad5e5b_112) 42)] [added: ID:](#i2d81064bd18948ba82e20a117875d25d_115) 42[)](#i2d81064bd18948ba82e20a117875d25d_115)] | | | [removed: [59](#i6ff3260161e54c75a5fa4778c3ad5e5b_112)] [added: [56](#i2d81064bd18948ba82e20a117875d25d_115)] | | |

| [Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements (PCAOB [removed: ID: 42)](#i6ff3260161e54c75a5fa4778c3ad5e5b_115)] [added: ID:](#i2d81064bd18948ba82e20a117875d25d_118) 42[)](#i2d81064bd18948ba82e20a117875d25d_118)] | | | [removed: [60](#i6ff3260161e54c75a5fa4778c3ad5e5b_115)] [added: [57](#i2d81064bd18948ba82e20a117875d25d_118)] | | |

| [Consolidated Balance [removed: Sheets](#i6ff3260161e54c75a5fa4778c3ad5e5b_118)] [added: Sheets](#i2d81064bd18948ba82e20a117875d25d_121)] | | | [removed: [62](#i6ff3260161e54c75a5fa4778c3ad5e5b_118)] [added: [59](#i2d81064bd18948ba82e20a117875d25d_121)] | | |

| [Consolidated Results of [removed: Operations](#i6ff3260161e54c75a5fa4778c3ad5e5b_124)] [added: Operations](#i2d81064bd18948ba82e20a117875d25d_124)] | | | [removed: [63](#i6ff3260161e54c75a5fa4778c3ad5e5b_124)] [added: [60](#i2d81064bd18948ba82e20a117875d25d_124)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i6ff3260161e54c75a5fa4778c3ad5e5b_127)] [added: Income](#i2d81064bd18948ba82e20a117875d25d_127)] | | | [removed: [64](#i6ff3260161e54c75a5fa4778c3ad5e5b_127)] [added: [61](#i2d81064bd18948ba82e20a117875d25d_127)] | | |

| [Changes in Consolidated Shareholders’ [removed: Equity](#i6ff3260161e54c75a5fa4778c3ad5e5b_130)] [added: Equity](#i2d81064bd18948ba82e20a117875d25d_130)] | | | [removed: [65](#i6ff3260161e54c75a5fa4778c3ad5e5b_130)] [added: [62](#i2d81064bd18948ba82e20a117875d25d_130)] | | |

| [Consolidated Cash [removed: Flows](#i6ff3260161e54c75a5fa4778c3ad5e5b_136)] [added: Flows](#i2d81064bd18948ba82e20a117875d25d_136)] | | | [removed: [66](#i6ff3260161e54c75a5fa4778c3ad5e5b_136)] [added: [63](#i2d81064bd18948ba82e20a117875d25d_136)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i6ff3260161e54c75a5fa4778c3ad5e5b_139)] [added: Statements](#i2d81064bd18948ba82e20a117875d25d_139)] | | | [removed: [67](#i6ff3260161e54c75a5fa4778c3ad5e5b_139)] [added: [64](#i2d81064bd18948ba82e20a117875d25d_139)] | | |

The management of Sysco Corporation [removed: (“Sysco”)] [added: (Sysco)] is responsible for establishing and maintaining adequate internal control over financial reporting for the company.

Sysco’s management assessed the effectiveness of Sysco’s internal control over financial reporting as of July [removed: 2, 2022.][added: 1, 2023.]

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in *Internal Control — Integrated Framework* *(2013).* Based on this assessment, management concluded that, as of July [removed: 2, 2022,] [added: 1, 2023,] Sysco’s internal control over financial reporting was effective based on those criteria.

Ernst & Young LLP, the independent registered public accounting firm that audited the company’s consolidated financial statements included in this report, has issued an audit report on the effectiveness of Sysco’s internal control over financial reporting as of July [removed: 2, 2022.][added: 1, 2023.]

We have audited Sysco Corporation and its Consolidated Subsidiaries’ [removed: (the “Company”)] internal control over financial reporting as of July [removed: 2, 2022,] [added: 1, 2023,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Sysco Corporation and [added: its] Consolidated Subsidiaries [added: (the Company)] maintained, in all material respects, effective internal control over financial reporting as of July [removed: 2, 2022,] [added: 1, 2023,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: 2022] [added: 2023] consolidated financial statements of the Company and our report dated August [removed: 25, 2022,] [added: 24, 2023,] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Sysco Corporation and its Consolidated Subsidiaries (the [removed: “Company”)] [added: Company)] as of July [removed: 2, 2022] [added: 1, 2023] and July [removed: 3, 2021,] [added: 2, 2022,] the related consolidated results of operations, statements of comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended July [removed: 2, 2022] [added: 1, 2023] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at July [removed: 2, 2022] [added: 1, 2023] and July [removed: 3, 2021,] [added: 2, 2022,] and the results of its operations and its cash flows for each of the three years in the period ended July [removed: 2, 2022,] [added: 1, 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of July [removed: 2, 2022,] [added: 1, 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated August [removed: 25, 2022] [added: 24, 2023] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | At July [removed: 2, 2022,] [added: 1, 2023,] the Company’s goodwill was [removed: $4.5] [added: $4.6] billion. As discussed in Note 1 of the consolidated financial statements, goodwill is tested by the Company’s management for impairment at least annually unless there are indications of impairment at other points throughout the fiscal year. Auditing management’s impairment tests for goodwill is complex and highly judgmental due to the significant estimation required to determine the fair value of the reporting units. In particular, the fair value estimates of two reporting units were more sensitive to changes in significant assumptions including changes in projected cash [removed: flows,] [added: flows and] weighted average cost of [removed: capital, and terminal growth rates. All of these] [added: capital. These] assumptions are sensitive to and affected by expected future market or economic conditions and company-specific qualitative factors. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above. We also tested controls over management’s review of the data used in their valuation models. To test the estimated fair value of the [removed: Company’s] [added: two] reporting units, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We compared projected cash flows to the Company’s historical cash flows and other available industry information. We involved our valuation specialists to assist in reviewing the valuation methodology and testing the weighted average cost of [removed: capital and terminal growth rates.] [added: capital.] We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions. [removed: In addition, we also tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company.] | | |

| | | | Jul. [removed: 2, 2022] [added: 1, 2023] | | | | | | Jul. [removed: 3, 2021] [added: 2, 2022] | | | | | | [added: Jul. 3, 2021] | | |

| Cash and cash equivalents | | | $ | [removed: 867,086] [added: 745,201] | | | | | $ | [removed: 3,007,123] [added: 867,086] | | | | | [added: $] | [added: 3,007,123] | |

| Accounts receivable, less allowances of [removed: $70,790] [added: $45,599] and [removed: $117,695] [added: $70,790] | | | [removed: 4,838,912] [added: 5,091,970] | | | | | | [removed: 3,781,510] [added: 4,838,912] | | | | | | | | |

| Inventories | | | [removed: 4,437,498] [added: 4,480,812] | | | | | | [removed: 3,695,219] [added: 4,437,498] | | | | | | | | |

| Prepaid expenses and other current assets | | | [removed: 303,789] [added: 284,566] | | | | | | [removed: 240,956] [added: 303,789] | | | | | | | | |

| Income tax receivable | | | [removed: 35,934] [added: 5,815] | | | | | | [removed: 8,759] [added: 35,934] | | | | | | | | |

| Total current assets | | | [removed: 10,483,219] [added: 10,608,364] | | | | | | [removed: 10,733,567] [added: 10,483,219] | | | | | | | | |

| Plant and equipment at cost, less accumulated depreciation | | | [removed: 4,456,420] [added: 4,915,049] | | | | | | [removed: 4,326,063] [added: 4,456,420] | | | | | | | | |

| Goodwill | | | [removed: 4,542,315] [added: 4,645,754] | | | | | | [removed: 3,944,139] [added: 4,542,315] | | | | | | | | |

| Intangibles, less amortization | | | [removed: 952,683] [added: 859,530] | | | | | | [removed: 746,073] [added: 952,683] | | | | | | | | |

| Deferred income taxes | | | [removed: 377,604] [added: 420,450] | | | | | | [removed: 352,523] [added: 377,604] | | | | | | | | |

| Operating lease right-of-use assets, net | | | [removed: 723,297] [added: 731,766] | | | | | | [removed: 709,163] [added: 723,297] | | | | | | | | |

| Other assets | | | [removed: 550,150] [added: 640,232] | | | | | | [removed: 602,011] [added: 550,150] | | | | | | | | |

| Total other long-term assets | | | [removed: 7,146,049] [added: 7,297,732] | | | | | | [removed: 6,353,909] [added: 7,146,049] | | | | | | | | |

| Total [removed: assets] | | | $ | [removed: 22,085,688] [added: 22,821,145] | | | | | $ | [removed: 21,413,539] [added: 22,085,688] | | | | | [added: $] | [added: 21,413,539] | |

| Accounts payable | | | $ | [removed: 5,752,958] [added: 6,025,757] | | | | | $ | [removed: 4,884,781] [added: 5,752,958] | | | | | | | |

| Accrued expenses | | | [removed: 2,270,753] [added: 2,251,181] | | | | | | [removed: 1,814,837] [added: 2,270,753] | | | | | | | | |

| Accrued income taxes | | | [removed: 40,042] [added: 101,894] | | | | | | [removed: 22,644] [added: 40,042] | | | | | | | | |

| Current operating lease liabilities | | | [removed: 105,690] [added: 99,051] | | | | | | [removed: 102,659] [added: 105,690] | | | | | | | | |

August 24, 2023

August 24, 2023

| Total assets | | | $ | 22,821,145 | | | | | $ | 22,085,688 | | | | | | | |

| Operating expenses | | | 10,916,448 | | | | | | 9,974,024 | | | | | | 7,909,561 | | |

| Operating income | | | 3,038,549 | | | | | | 2,346,500 | | | | | | 1,447,188 | | |

| Other expense (income), net (1) | | | 226,442 | | | | | | (23,916) | | | | | | (17,677) | | |

| (1) | | | Sysco’s second quarter of fiscal 2023 included a charge for $315.4 million in other expense related to pension settlement charges. See Note 14, “Company-Sponsored Employee Benefit Plans.” Sysco’s fourth quarter of fiscal 2023 included $122.0 million in other income related to a legacy litigation financing agreement. See Note 20, “Commitments and Contingencies.” 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. | | |

| Net earnings | | | $ | 1,770,124 | | | | | $ | 1,358,768 | | | | | $ | 524,209 | |

| Changes in excluded components of fair value hedge | | | (149) | | | | | | — | | | | | | — | | |

| Pension settlement charge | | | 236,591 | | | | | | — | | | | | | — | | |

| Net earnings | | | | | | | | | | | | | | | | | | | | | 1,770,124 | | | | | | | | | | | | | | | | | | | | | | | | 1,770,124 | | |

| Changes in excluded components of fair value hedge, net of tax | | | | | | | | | | | | | | | | | | | | | | | | | | | (149) | | | | | | | | | | | | | | | | | | (149) | | |

| Pension settlement charge, net of tax | | | | | | | | | | | | | | | | | | | | | | | | | | | 236,591 | | | | | | | | | | | | | | | | | | 236,591 | | |

| Treasury stock purchases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,231,071 | | | | | | (500,093) | | | | | | (500,093) | | |

| Increase in ownership interest in subsidiaries | | | | | | | | | | | | | | | (2,077) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2,077) | | |

| Share-based compensation awards | | | | | | | | | | | | | | | 50,453 | | | | | | | | | | | | | | | | | | (2,699,780) | | | | | | 77,673 | | | | | | 128,126 | | |

| 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 | | | $ | 1,770,124 | | | | | $ | 1,358,768 | | | | | $ | 524,209 | |

| Pension settlement charge | | | 315,354 | | | | | | — | | | | | | — | | |

Inventories consisting primarily of finished goods include food and related products and lodging products held for resale.

Elements of costs include

Depreciation is included within operating expenses in the consolidated results of operations.

This reporting unit has goodwill of $119.0 million.

The company, in accordance with Accounting Standards Codification (ASC) Topic 606, recognizes revenues when the performance obligation is satisfied.

This is the point at which control of the promised goods or services are transferred to our customers.

Acquisitions of businesses are accounted for using the acquisition method of accounting.

Any excess of cost over the fair value of net assets acquired, including intangibles, is recognized as goodwill.

Sysco has interests in various jointly owned foodservice operations in Mexico and Panama for which it consolidates the results of the operations.

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

| Non-cash investing and financing activities: | | | | | | | | | | | | | | | | | |

| Plant and equipment acquired through financing programs | | | $ | 197,096 | | | | | $ | — | | | | | $ | — | |

Sysco completed its assessment of the disclosures required under ASC 832 and adopted the standard in fiscal 2023 on a prospective basis.

The implementation of the accounting standard did not have a material impact on the company’s financial statements and related disclosures.

*Liabilities – Supplier Financing Programs*

In September 2022, the FASB issued Accounting Standards Update (ASU) 2022-04, Liabilities—Supplier Finance Programs, Subtopic 405-50, that requires entities to disclose in the annual financial statements the key terms of supplier finance programs they use in connection with the purchase of goods and services, along with information about their obligations under these programs, including a 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.

August 25, 2022

| Operating expenses | | | 9,981,489 | | | | | | 7,919,507 | | | | | | 9,152,159 | | |

| Operating income | | | 2,339,035 | | | | | | 1,437,242 | | | | | | 749,505 | | |

| Other (income) expense, net | | | (31,381) | | | | | | (27,623) | | | | | | 47,901 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of June 29, 2019 | | | 765,174,900 | | | | | | $ | 765,175 | | | | | $ | 1,457,419 | | | | | $ | 11,229,679 | | | | | $ | (1,599,729) | | | | | 252,297,926 | | | | | | $ | (9,349,941) | | | | | $ | 2,502,603 | |

| Net earnings | | | | | | | | | | | | | | | | | | | | | 215,475 | | | | | | | | | | | | | | | | | | | | | | | | 215,475 | | |

| Pension funded status adjustment, net of tax | | | | | | | | | | | | | | | | | | | | | | | | | | | (92,743) | | | | | | | | | | | | | | | | | | (92,743) | | |

| Adoption of ASU 2016-02, Leases (Topic 842), net of tax | | | | | | | | | | | | | | | | | | | | | 1,978 | | | | | | | | | | | | | | | | | | | | | | | | 1,978 | | |

| Treasury stock purchases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,030,287 | | | | | | (843,251) | | | | | | (843,251) | | |

| Share-based compensation awards | | | | | | | | | | | | | | | 49,482 | | | | | | | | | | | | | | | | | | (6,412,388) | | | | | | 227,602 | | | | | | 277,084 | | |

| Goodwill impairment | | | — | | | | | | — | | | | | | 203,206 | | |

| Impairment of assets held for sale | | | — | | | | | | — | | | | | | 55,942 | | |

Transfers under these arrangements are treated as a sale and are accounted for as a reduction in trade receivables because the agreements transfer effective control of the receivables to the buyer.

The company has substantially completed its assessment of the accounting required under Topic 832.

The company will adopt the standard for fiscal 2023 on a prospective basis.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Year Ended Jun. 27, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fresh and frozen meats | | | | | | $ | 7,276,675 | | | | | $ | 1,339,340 | | | | | $ | 1,509,375 | | | | | $ | — | | | | | $ | 10,125,390 | |

| Canned and dry products | | | | | | 6,603,902 | | | | | | 1,940,506 | | | | | | 121,646 | | | | | | — | | | | | | 8,666,054 | | |

| Frozen fruits, vegetables, bakery and other | | | | | | 5,019,696 | | | | | | 1,831,950 | | | | | | 979,480 | | | | | | — | | | | | | 7,831,126 | | |

| Dairy products | | | | | | 3,885,771 | | | | | | 1,021,195 | | | | | | 545,985 | | | | | | — | | | | | | 5,452,951 | | |

| Poultry | | | | | | 3,749,786 | | | | | | 718,753 | | | | | | 774,629 | | | | | | — | | | | | | 5,243,168 | | |

| Fresh produce | | | | | | 3,425,558 | | | | | | 834,056 | | | | | | 236,408 | | | | | | — | | | | | | 4,496,022 | | |

| Paper and disposables | | | | | | 2,616,184 | | | | | | 336,199 | | | | | | 646,920 | | | | | | 57,159 | | | | | | 3,656,462 | | |

| Seafood | | | | | | 2,186,208 | | | | | | 407,179 | | | | | | 102,082 | | | | | | — | | | | | | 2,695,469 | | |

| Beverage products | | | | | | 940,534 | | | | | | 413,315 | | | | | | 540,545 | | | | | | 68,393 | | | | | | 1,962,787 | | |

| Other (1) | | | | | | 1,069,832 | | | | | | 829,697 | | | | | | 98,856 | | | | | | 765,496 | | | | | | 2,763,881 | | |

| Total Sales | | | | | | $ | 36,774,146 | | | | | $ | 9,672,190 | | | | | $ | 5,555,926 | | | | | $ | 891,048 | | | | | $ | 52,893,310 | |

The purchase price was allocated based on the company’s preliminary estimated fair value of the assets acquired and liabilities assumed, as follows:

| | | | Preliminary Purchase Price Allocation | | |

| | | | (In millions) | | |

| Accounts receivable, net | | | $ | 72 | |

| Inventories | | | 79 | | |

| Plant and equipment | | | 76 | | |

| Goodwill and other intangibles (1) | | | 717 | | |

| Total assets | | | 1,041 | | |

| Accounts payable | | | (73) | | |

| Accrued expenses | | | (18) | | |

| Deferred tax liabilities | | | (35) | | |

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 July [removed: 2, 2022.][added: 1, 2023.]

Based on the evaluation of our disclosure controls and procedures as of July [removed: 2, 2022,] [added: 1, 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) under the Exchange Act) that occurred during the fourth quarter ended July [removed: 2, 2022,] [added: 1, 2023,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 July 1, 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 | | | Mar. 1, 2024 | | |

| Greg Bertrand | | | Executive Vice President, US Foodservice Operations | | | Adopt | | | Feb. 15, 2023 | | | x | | | | | | 92,145 shares to be sold (3) | | | Dec. 31, 2024 | | |

| Neil Russell | | | Senior Vice President, Corporate Affairs and Chief Administrative Officer | | | Adopt | | | Feb. 14, 2023 | | | x | | | | | | 1,056 shares to be sold 1,000 shares to be acquired and held upon the exercise of vested stock options | | | Dec. 29, 2023 | | |

| Scott Stone | | | Vice President, Financial Reporting and Interim Chief Accounting Officer | | | Adopt | | | Feb. 6, 2023 | | | x | | | | | | 21,884 shares to be sold | | | Mar. 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. | | |

Not applicable.

The information required by this item will be included in our proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders under the following captions, and is incorporated herein by reference thereto: “Corporate Governance,” “Executive Officers,” “Delinquent Section 16(a) Reports,” “Report of the Audit Committee” and “Board of Directors Matters.”

The information required by this item will be included in our proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders under the following captions, and is incorporated herein by reference thereto: “Compensation Discussion and Analysis,” “Report of the Compensation and Leadership Development Committee,” “Director Compensation” and “Executive Compensation.”

The information required by this item will be included in our proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders under the following captions, and is incorporated herein by reference thereto: “Stock Ownership” and “Equity Compensation Plan Information.”

The information required by this item will be included in our proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders under the following caption, and is incorporated herein by reference thereto: “Corporate Governance – Certain Relationships and Related Person Transactions” and “Corporate Governance – Director Independence.”

The information required by this item will be included in our proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders under the following caption, and is incorporated herein by reference thereto: “Fees Paid to Independent Registered Public Accounting Firm.”

| 3.4 | | | — | | | [Amended and Restated Bylaws of Sysco Corporation dated [removed: August 27, 2021,] [added: June 21, 2023,] incorporated by reference to Exhibit [removed: 3.4] [added: 3.1] to the Form [removed: 10-K for the year ended July 3, 2021] [added: 8-K] filed on [removed: August 30, 2021] [added: June 23, 2023] (File No. [removed: 1-6544).](http://www.sec.gov/Archives/edgar/data/0000096021/000009602121000093/exhibit34amendedandrestate.htm)] [added: 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602123000072/exhibit31final-amendedandr.htm)] | | |

| [removed: 4.5#] [added: 4.5] | | | — | | | [Fortieth Supplemental Indenture dated as of December 13, 2021 among Sysco Corporation, the guarantors named therein and [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/96021/000009602122000151/exhibit4540thsupplementali.htm)] [added: Trustee.](http://www.sec.gov/Archives/edgar/data/96021/000009602122000151/exhibit4540thsupplementali.htm)] | | |

| [removed: 4.6#] [added: 4.6] | | | — | | | [Forty-First Supplemental Indenture dated as of December 14, 2021 among Sysco Corporation, the guarantors named therein and [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/96021/000009602122000151/exhibit4641stsupplementali.htm)] [added: Trustee.](http://www.sec.gov/Archives/edgar/data/96021/000009602122000151/exhibit4641stsupplementali.htm)] | | |

| 4.9# | | | — | | | [Description of Sysco Corporation [removed: Securities.](https://www.sec.gov/Archives/edgar/data/96021/000009602122000151/exhibit49descriptionofsysc.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/96021/000009602123000117/exhibit49descriptionofsysc.htm)] | | |

| 10.1 | | | — | | | [Credit Agreement dated as of [removed: June 28, 2019,] [added: April 29 2022,] among Sysco Corporation, Sysco Canada, Inc., Sysco EU II S.à r.l., [removed: JP Morgan Chase Bank, N.A.,] [added: Bank of America N.A.] as administrative agent, and certain lenders and guarantors party thereto, incorporated by reference to Exhibit 10.1 to the Form 8-K filed on [removed: July 3, 2019] [added: May 2, 2022] (File No. [removed: 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000119312519189222/d773661dex101.htm)] [added: 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000119312522136846/d197073dex101.htm)] | | |

| [removed: 10.5] [added: 10.68†] | | | — | | | [removed: [Amendment No. 4 dated as of October 14, 2021 to Credit Agreement] [added: [Letter Agreement,] dated as of [removed: June 28, 2019, among] [added: November 23, 2020, by and between Thomas R. Peck, Jr. and] Sysco Corporation, [removed: Sysco Canada, Inc., Sysco EU II S.à r.l., the subsidiary guarantors party thereto, JP Morgan Chase Bank, N.A., as administrative agent, and the lenders party thereto](http://www.sec.gov/Archives/edgar/data/0000096021/000009602121000139/exhibit102sysco_amendmentn.htm)[,](http://www.sec.gov/Archives/edgar/data/0000096021/000009602121000139/exhibit102sysco_amendmentn.htm) [](http://www.sec.gov/Archives/edgar/data/0000096021/000009602121000139/exhibit102sysco_amendmentn.htm)[incorporated] [added: incorporated] by reference to Exhibit [removed: 10.2] [added: 10.12] to the Form 10-Q for the quarter ended October 2, 2021 filed on November 9, 2021 (File No. [removed: 1-6544)](http://www.sec.gov/Archives/edgar/data/0000096021/000009602121000139/exhibit102sysco_amendmentn.htm)] [added: 1-6544).](http://www.sec.gov/Archives/edgar/data/0000096021/000009602121000139/exhibit1012-peckofferletter.htm)] | | |

| [removed: 10.7] [added: 10.2] | | | — | | | [Issuing and Paying Agent Agreement, dated as of October 31, 2014, between Sysco Corporation and U.S. Bank National Association, incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended December 27, 2014 filed on February 3, 2015 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602115000004/c021-20141227ex10126ceb2.htm) | | |

| [removed: 10.8] [added: 10.3] | | | — | | | [Amended and Restated Commercial Paper Dealer Agreement, dated as of October 31, 2014, between Sysco Corporation, as issuer, and JPMorgan Morgan Securities LLC, as Dealer, incorporated by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended December 27, 2014 filed on February 3, 2015(File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602115000004/c021-20141227ex10294972b.htm) | | |

| [removed: 10.9] [added: 10.4] | | | — | | | [Commercial Paper Dealer Agreement, dated as of October 31, 2014, between Sysco Corporation, as issuer, and Goldman, Sachs & Co, as Dealer, incorporated by reference to Exhibit 10.3 to the Form 10-Q for the quarter ended December 27, 2014 filed on February 3, 2015(File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602115000004/c021-20141227ex1030800f8.htm) | | |

| [removed: 10.10] [added: 10.5] | | | — | | | [Commercial Paper Dealer Agreement, dated as of January 18, 2017, between Sysco Corporation, as issuer, and Wells Fargo Securities, LLC, as Dealer, incorporated by reference to Exhibit 10.5 to the Form 10-K for the year ended July 1, 2017 filed on August 30, 2017 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602117000120/exhibit1005-wellsfargodeal.htm) | | |

| [removed: 10.11] [added: 10.6] | | | — | | | [Commercial Paper Dealer Agreement, dated as of February 3, 2017, between Sysco Corporation, as issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer, incorporated by reference to Exhibit 10.6 to the Form 10-K for the year ended July 1, 2017 filed on August 30, 2017 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602117000120/exhibit1006-boadealeragree.htm) | | |

| [removed: 10.12] [added: 10.9] | | | — | | | [Issuing and Paying Agency Agreement dated April 30, 2020 between Brake Bros. Limited, as Issuer, and Deutsche Bank AG, London Branch, as Issuing and Paying Agent, incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended March 28, 2020 filed on May 6, 2020 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602120000044/exhibit101q320.htm) | | |

| [removed: 10.13] [added: 10.10] | | | — | | | [Dealer Agreement dated April 30, 2020 between Brake Bros. Limited, as Issuer, and Barclays Bank PLC, as Arranger, and Barclays Bank PLC, as Dealer, incorporated by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended March 28, 2020 filed on May 6, 2020 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602120000044/exhibit102q320.htm) | | |

| [removed: 10.14] [added: 10.11] | | | — | | | [Demand Facility Agreement, dated as of June 30, 2011, between SFS Canada I, LP and The Toronto-Dominion Bank, incorporated by reference to Exhibit 10.7 to the Form 10-K for the year ended July 2, 2011 filed on August 30, 2011 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000095012311081150/h84293exv10w7.htm) | | |

| [removed: 10.15] [added: 10.12] | | | — | | | [Guaranty Agreement, dated as of June 30, 2011, between Sysco Corporation and The Toronto-Dominion Bank, incorporated by reference to Exhibit 10.8 to the Form 10-K for the year ended July 2, 2011 filed on August 30, 2011 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000095012311081150/h84293exv10w8.htm) | | |

| [removed: 10.16†] [added: 10.13†] | | | — | | | [Sixth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, incorporated by reference to Exhibit 10.3 to the Form 10-Q for the quarter ended October 2, 2010 filed on November 9, 2010 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000095012310102902/h77397exv10w3.htm) | | |

| [removed: 10.17†] [added: 10.14†] | | | — | | | [First Amendment to the Sixth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, incorporated by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended March 31, 2012 filed on May 8, 2012 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000119312512216752/d342468dex102.htm) | | |

| [removed: 10.18†] [added: 10.15†] | | | — | | | [Seventh Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, incorporated by reference to Exhibit 10.3 to the Form 10-Q for the quarter ended December 29, 2012 filed on February 4, 2013 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602113000004/syy-20121229ex1039aedb4.htm) | | |

| [removed: 10.19†] [added: 10.16†] | | | — | | | [Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, effective June 29, 2013, incorporated by reference to Exhibit 10.11 to the Form 10-K for the year ended June 29, 2013 filed on August 27, 2013 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602113000073/syy-20130629ex1011a3a50.htm) | | |

| [removed: 10.20†] [added: 10.17†] | | | — | | | [2015-1 Amendment to the Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, incorporated by reference to Exhibit 10.16 to the Form 10-K for the year ended June 27, 2015 filed on August 25, 2015 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602115000057/syy2015yeexhibit1016.htm) | | |

| [removed: 10.21†] [added: 10.18†] | | | — | | | [Tenth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10.4 to the Form 10-Q for the quarter ended October 2, 2010 filed on November 9, 2010 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000095012310102902/h77397exv10w4.htm) | | |

| [removed: 10.22†] [added: 10.19†] | | | — | | | [First Amendment to Tenth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10.15 to the Form 10-K for the year ended July 2, 2011 filed on August 30, 2011 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000095012311081150/h84293exv10w15.htm) | | |

| [removed: 10.23†] [added: 10.20†] | | | — | | | [Second Amendment to Tenth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended March 31, 2012 filed on May 8, 2012 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000119312512216752/d342468dex101.htm) | | |

| [removed: 10.24†] [added: 10.21†] | | | — | | | [Eleventh Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended December 29, 2012 filed on February 4, 2013 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602113000004/syy-20121229ex1026a386b.htm) | | |

| [removed: 10.25†] [added: 10.22†] | | | — | | | [Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, including the Amended and Restated Sysco Corporation MIP Retirement Program, attached as Appendix I, effective as of June 29, 2013, incorporated by reference to Exhibit 10.16 to the Form 10-K for the year ended June 29, 2013 filed on August 27, 2013 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602113000073/syy-20130629ex10169355f.htm) | | |

| [removed: 10.26†] [added: 10.23†] | | | — | | | [First Amendment to the Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended March 29, 2014 filed on May 6, 2014 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602114000027/syy-20140329ex10200879c.htm) | | |

| [removed: 10.27†] [added: 10.24†] | | | — | | | [Amended and Restated Sysco Corporation MIP Retirement Program, effective as of June 29, 2013, incorporated by reference to Exhibit 10.17 to the Form 10-K for the year ended June 29, 2013 filed on August 27, 2013 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602113000073/syy-20130629ex1017eb723.htm) | | |

| [removed: 10.28†] [added: 10.25†] | | | — | | | [First Amendment to the Amended and Restated Sysco Corporation MIP Retirement Program, incorporated by reference to Exhibit 10.3 to the Form 10-Q for the quarter ended March 29, 2014 filed on May 6, 2014 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602114000027/syy-20140329ex10369a617.htm) | | |

| [removed: 10.29†] [added: 10.26†] | | | — | | | [Sysco Corporation Management Savings Plan, incorporated by reference to Exhibit 10.4 to the Form 10-Q for the quarter ended December 29, 2012 filed on February 4, 2013 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602113000004/syy-20121229ex104a10f04.htm) | | |

| [removed: 10.30†] [added: 10.27†] | | | — | | | [Amended and Restated Sysco Corporation Management Savings Plan, effective as of June 29, 2013, incorporated by reference to Exhibit 10.19 to the Form 10-K for the year ended June 29, 2013 filed on August 27, 2013 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602113000073/syy-20130629ex101971540.htm) | | |

| [removed: 10.31†] [added: 10.28†] | | | — | | | [First Amendment to the Amended and Restated Sysco Corporation Management Savings Plan, incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended March 29, 2014 filed on May 6, 2014 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602114000027/syy-20140329ex101a6a622.htm) | | |

| [removed: 10.32†] [added: 10.29†] | | | — | | | [2016-1 Amendment to the Amended and Restated Sysco Corporation Management Savings Plan, adopted effective November 15, 2016, incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended December 31, 2016 filed on February 7, 2017 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602117000035/exhibit101-amendment2016x1.htm) | | |

| [removed: 10.33†] [added: 10.30†] | | | — | | | [Amendment 2018-1 to the Sysco Corporation Management Savings Plan, adopted effective January 1, 2018, incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended December 30, 2017 filed on February 6, 2018 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602118000038/exhibit101amendmenttomsp.htm) | | |

| [removed: 10.34†] [added: 10.31†] | | | — | | | [Amendment 2018-2 to the Sysco Corporation Management Savings Plan, adopted effective May 25, 2018, incorporated by reference to Exhibit 10.27 to the Form 10-K for the year ended June 30, 2018 filed on August 27, 2018(File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602118000126/exhibit1027amendmenttomsp.htm) | | |

| [removed: 10.35†] [added: 10.32†] | | | — | | | [Sysco Corporation 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 99.1 to the Form S-8 filed on November 15, 2013 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000119312513443513/d628763dex991.htm) | | |

| [removed: 10.36†] [added: 10.33†] | | | — | | | [Amendment 2017-1 to the Sysco Corporation 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.30 to the Form 10-K for the year ended July 1, 2017 filed on August 30, 2017 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602117000120/exhibit1030-amendment2017x.htm) | | |

| [removed: 10.37†] [added: 10.34†] | | | — | | | [Form of Stock Option Grant Agreement issued to executive officers under the Sysco Corporation 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.3 to the Form 10-Q for the quarter ended December 28, 2013 filed on February 4, 2014 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602114000004/syy-20131228ex103134d99.htm) | | |

| [removed: 10.38†] [added: 10.35†] | | | — | | | [Form of Stock Option Grant Agreement (Fiscal Year 2016) for executive officers under the Sysco Corporation 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended December 26, 2015 filed on February 2, 2016 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602116000165/exhibit102to2q2016form10-q.htm) | | |

| [removed: 10.39†] [added: 10.36†] | | | — | | | [Form of Stock Option Grant Agreement (Fiscal Year 2017) for executive officers under the Sysco Corporation 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.3 to the Form 10-Q for the quarter ended October 1, 2016 filed on November 8, 2016 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602116000318/exhibit103-aug2016regoptio.htm) | | |

| [removed: 10.40†] [added: 10.37†] | | | — | | | [Form of Stock Option Grant Agreement (Fiscal Year 2018) for executive officers under the Sysco Corporation 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.3 to the Form 10-Q for the quarter ended September 30, 2017 filed on November 9, 2017 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602117000170/exhibit103stockoptionagree.htm) | | |

| 10.8 | | | — | | | [Amended and Restated Issuing and Paying Agent Agreement, dated as of September 2, 2022, by and between U.S. Bank Trust Company, National Association, as Issuing and Paying Agent, and Sysco Corporation, as Issuer, incorporated by reference to Exhibit 10.](http://www.sec.gov/Archives/edgar/data/96021/000009602122000211/exhibit102-syscoxcpp2022xi.htm)[2](http://www.sec.gov/Archives/edgar/data/96021/000009602122000211/exhibit102-syscoxcpp2022xi.htm) [to the Form 10-Q for the quarter ended October 1, 2022 filed on November 2, 2022 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602122000211/exhibit102-syscoxcpp2022xi.htm) | | |

| 10.46† | | | — | | | [Form of Performance Share Unit Grant Agreement (Fiscal Year 2023) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.6 to the Form 10-Q for the quarter ended October 1, 2022 filed on November 2, 2022 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602122000211/exhibit106-syyxpsuawardagm.htm) | | |

| 10.64† | | | — | | | [Form of Severance Letter Agreement for Senior Vice Presidents, incorporated by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended December 31, 2022 filed on February 1, 2023 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000009602123000033/exhibit102svpseverancelett.htm) | | |

| | | | | | | | | |

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| 10.2 | | | — | | | [Amendment dated as of May 20, 2020 to Credit Agreement dated as of June 28, 2019, among Sysco Corporation, Sysco Canada, Inc., Sysco EU II S.à r.l., the subsidiary guarantors party thereto, JP Morgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, incorporated by reference to Exhibit 10.2 to the Form 8-K filed on May 22, 2020 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/96021/000119312520150235/d932803dex102.htm) | | |

| 10.3 | | | — | | | [Amendment No. 2 dated as of May 20, 2021 to Credit Agreement dated as of June 28, 2019, among Sysco Corporation, Sysco Canada, Inc., Sysco EU II S.à r.l., the subsidiary guarantors party thereto, JP Morgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 20, 2021 (File No. 1-6544).](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000096021/000119312521167888/d186537d8k.htm) | | |

| 10.4 | | | — | | | [Amendment No. 3 dated as of September 22, 2021 to Credit Agreement dated as of June 28, 2019, among Sysco Corporation, Sysco Canada, Inc., Sysco EU II S.à r.l., the subsidiary guarantors party thereto, JP Morgan Chase Bank, N.A., as administrative agent, and the lenders party thereto,](http://www.sec.gov/Archives/edgar/data/0000096021/000119312521279526/d175001dex101.htm) [incorporated by reference to Exhibit 10.1 to the Form 8-K filed on September 22, 2021 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/0000096021/000119312521279526/d175001dex101.htm) | | |

| 10.6 | | | — | | | [Credit Agreement dated as of April 29 2022, among Sysco Corporation, Sysco Canada, Inc., Sysco EU II S.à r.l., Bank of America N.A. as administrative agent, and certain lenders and guarantors party thereto](http://www.sec.gov/Archives/edgar/data/0000096021/000119312522136846/d197073dex101.htm)[,](http://www.sec.gov/Archives/edgar/data/0000096021/000119312522136846/d197073dex101.htm) [](http://www.sec.gov/Archives/edgar/data/0000096021/000119312522136846/d197073dex101.htm)[i](http://www.sec.gov/Archives/edgar/data/0000096021/000119312522136846/d197073dex101.htm)[ncorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 2, 2022 (File No. 1-6544).](http://www.sec.gov/Archives/edgar/data/0000096021/000119312522136846/d197073dex101.htm) | | |

| 10.49† | | | — | | | [Performance Share Unit Grant Agreement for Kevin P. Hourican (Replacement PSU Award) dated June 23, 2021.](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000096021/000119312521203381/d194967d8k.htm) | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Sysco Corporation has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this [removed: 25th] [added: 24th] day of August [removed: 2022.][added: 2023.]

| /s/ [removed: AARON E. ALT] [added: KENNY K. CHEUNG] | | | Executive Vice President and Chief Financial Officer | | |

| [removed: Aaron E. Alt] [added: Kenny K. Cheung] | | | (principal financial officer) | | |

| /s/ [removed: ANITA A. ZIELINSKI] [added: SCOTT B. STONE] | | | [removed: Senior] Vice President [added: of Financial Reporting] and [added: Interim] Chief Accounting Officer | | |

| [removed: Anita A. Zielinski] [added: Scott B. Stone] | | | (principal accounting officer) | | |

| /s/ [removed: DANIEL J. BRUTTO | | | /s/] JOHN M. HINSHAW | | | [added: | | |]

| [removed: Daniel J. Brutto | | |] John M. Hinshaw | | | [added: | | |]

| /s/ DANIEL J. BRUTTO | | | /s/ KEVIN P. HOURICAN | | |

| Daniel J. Brutto | | | Kevin P. Hourican | | |

| /s/ JOHN M. CASSADAY | | | /s/ KEVIN P. HOURICAN | | |

| John M. Cassaday | | | Kevin P. Hourican | | |