10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

Form 10-Q

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

For the quarterly period ended September 30, 2017

OR

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

Commission File Number 1-6544

________________

Sysco Corporation

(Exact name of registrant as specified in its charter)

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

Registrant’s Telephone Number, Including Area Code:

(281) 584-1390

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑    No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  ☑    No ☐

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

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

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

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

Yes ☐     No ☑

521,056,320 shares of common stock were outstanding as of October 13, 2017.

TABLE OF CONTENTS

	PART I – FINANCIAL INFORMATION	Page No.
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	38
Item 4.	Controls and Procedures	39
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	41
Item 6.	Exhibits	41
Signatures		42

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED BALANCE SHEETS

(In thousands, except for share data)

	Sep. 30, 2017			Jul. 1, 2017			Oct. 1, 2016
	(unaudited)						(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	909,203		$	869,502		$	759,898
Accounts and notes receivable, less allowances of $41,184, $31,059, and $41,246	4,333,704			4,012,393			4,191,460
Inventories, net	3,180,631			2,995,598			3,025,811
Prepaid expenses and other current assets	173,464			139,185			158,301
Income tax receivable	—			16,760			—
Total current assets	8,597,002			8,033,438			8,135,470
Plant and equipment at cost, less depreciation	4,388,299			4,377,302			4,418,524
Long-term assets
Goodwill	3,970,617			3,916,128			3,815,674
Intangibles, less amortization	1,052,704			1,037,511			1,203,888
Deferred income taxes	149,932			142,472			198,867
Other assets	260,036			249,804			252,387
Total long-term assets	5,433,289			5,345,915			5,470,816
Total assets	$	18,418,590		$	17,756,655		$	18,024,810
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Notes payable	$	4,513		$	3,938		$	6,834
Accounts payable	3,951,205			3,971,112			3,716,517
Accrued expenses	1,502,021			1,576,221			1,381,300
Accrued income taxes	148,902			14,540			252,681
Current maturities of long-term debt	533,641			530,075			9,218
Total current liabilities	6,140,282			6,095,886			5,366,550
Long-term liabilities
Long-term debt	8,426,359			7,660,877			7,843,517
Deferred income taxes	165,622			161,715			218,414
Other long-term liabilities	1,367,965			1,373,822			1,498,680
Total long-term liabilities	9,959,946			9,196,414			9,560,611
Commitments and contingencies
Noncontrolling interests	83,108			82,839			76,863
Shareholders’ equity
Preferred stock, par value $1 per share     Authorized 1,500,000 shares, issued none	—			—			—
Common stock, par value $1 per share     Authorized 2,000,000,000 shares, issued 765,174,900 shares	765,175			765,175			765,175
Paid-in capital	1,348,349			1,327,366			1,313,245
Retained earnings	9,638,386			9,447,755			9,159,866
Accumulated other comprehensive loss	(1,142,578		)	(1,262,737		)	(1,434,940		)
Treasury stock at cost, 243,513,095,     235,135,699 and 216,182,601 shares	(8,374,078		)	(7,896,043		)	(6,782,560		)
Total shareholders’ equity	2,235,254			2,381,516			3,020,786
Total liabilities and shareholders’ equity	$	18,418,590		$	17,756,655		$	18,024,810

Note: The July 1, 2017 balance sheet has been derived from the audited financial statements at that date.

See Notes to Consolidated Financial Statements

1

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED RESULTS OF OPERATIONS (Unaudited)

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

	13-Week Period Ended
	Sep. 30, 2017			Oct. 1, 2016
Sales	$	14,650,424		$	13,968,654
Cost of sales	11,856,756			11,276,735
Gross profit	2,793,668			2,691,919
Operating expenses	2,170,576			2,125,086
Operating income	623,092			566,833
Interest expense	80,884			73,623
Other expense (income), net	(4,248		)	(7,216		)
Earnings before income taxes	546,456			500,426
Income taxes	178,816			176,539
Net earnings	$	367,640		$	323,887
Net earnings:
Basic earnings per share	$	0.70		$	0.58
Diluted earnings per share	0.69			0.58
Average shares outstanding	527,289,675			555,437,764
Diluted shares outstanding	533,063,426			560,954,068
Dividends declared per common share	$	0.33		$	0.31

See Notes to Consolidated Financial Statements

2

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(In thousands)

	13-Week Period Ended
	Sep. 30, 2017			Oct. 1, 2016
Net earnings	$	367,640		$	323,887
Other comprehensive income (loss):
Foreign currency translation adjustment	121,329			(89,553		)
Items presented net of tax:
Amortization of cash flow hedges	1,770			1,770
Change in net investment hedges	(12,024		)	—
Change in cash flow hedges	2,203			(319		)
Amortization of prior service cost	1,484			1,752
Amortization of actuarial loss, net	5,397			8,790
Prior service cost arising in current year	—			738
Total other comprehensive income (loss)	120,159			(76,822		)
Comprehensive income	$	487,799		$	247,065

See Notes to Consolidated Financial Statements

3

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED CASH FLOWS (Unaudited)

(In thousands)

	13-Week Period Ended
	Sep. 30, 2017			Oct. 1, 2016
Cash flows from operating activities:
Net earnings	$	367,640		$	323,887
Adjustments to reconcile net earnings to cash provided by operating activities:
Share-based compensation expense	27,955			25,127
Depreciation and amortization	179,662			211,685
Amortization of debt issuance and other debt-related costs	7,192			6,560
Deferred income taxes	(3,706		)	11,374
Provision for losses on receivables	8,999			3,494
Other non-cash items	6,849			(6,829		)
Additional changes in certain assets and liabilities, net of effect of businesses acquired:
(Increase) in receivables	(294,989		)	(140,031		)
(Increase) in inventories	(166,992		)	(149,759		)
(Increase) in prepaid expenses and other current assets	(28,312		)	(12,657		)
(Decrease) increase in accounts payable	(57,368		)	110,914
(Decrease) in accrued expenses	(83,883		)	(259,698		)
Increase in accrued income taxes	165,944			145,601
(Increase) in other assets	(13,616		)	(17,066		)
(Decrease) increase in other long-term liabilities	(32,600		)	1,340
Net cash provided by operating activities	82,775			253,942
Cash flows from investing activities:
Additions to plant and equipment	(136,261		)	(142,255		)
Proceeds from sales of plant and equipment	1,722			4,261
Acquisition of businesses, net of cash acquired	—			(2,910,461		)
Net cash used for investing activities	(134,539		)	(3,048,455		)
Cash flows from financing activities:
Bank and commercial paper borrowings (repayments), net	745,100			442,777
Other debt borrowings	1,512			1,201
Other debt repayments	(5,186		)	(94,935		)
Debt issuance costs	(644		)	(2,846		)
Proceeds from stock option exercises	57,075			32,307
Treasury stock purchases	(550,098		)	(600,139		)
Dividends paid	(174,864		)	(173,292		)
Net cash provided by (used for) financing activities	72,895			(394,927		)
Effect of exchange rates on cash and cash equivalents	18,570			30,038
Net increase (decrease) in cash and cash equivalents	39,701			(3,159,402		)
Cash and cash equivalents at beginning of period	869,502			3,919,300
Cash and cash equivalents at end of period	$	909,203		$	759,898
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	72,057		$	118,426
Income taxes	28,714			24,406

See Notes to Consolidated Financial Statements

4

Sysco Corporation and its Consolidated Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

1.BASIS OF PRESENTATION

The consolidated financial statements have been prepared by the company, without audit, with the exception of the July 1, 2017 consolidated balance sheet, which was derived from the audited consolidated financial statements included in the company’s fiscal 2017 Annual Report on Form 10-K.  The financial statements include consolidated balance sheets, consolidated results of operations, consolidated statements of comprehensive income and consolidated cash flows.  In the opinion of management, all adjustments, which consist of normal recurring adjustments, except as otherwise disclosed, necessary to present fairly the financial position, results of operations, comprehensive income and cash flows for all periods presented have been made.

These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the company’s fiscal 2017 Annual Report on Form 10-K.  Certain footnote disclosures included in annual financial statements prepared in accordance with generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to applicable rules and regulations for interim financial statements.

Reclassifications

Prior year amounts have been reclassified to conform with the current year presentation.

2.CHANGES IN ACCOUNTING

Stock Compensation

In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718). The ASU identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The company elected to maintain the current policy to estimate forfeitures expected to occur to determine stock-based compensation expense. Further, the company adopted the provisions that have changed its accounting for excess tax benefits, or detriments. Excess tax benefits, or detriments, were previously included within additional paid-in capital in the consolidated balance sheet and were a part of the diluted share calculation. With the adoption of ASU 2016-09 on a prospective basis, excess tax benefits, or detriments, are included within income tax expense in the consolidated results of operations and are no longer a part of the diluted share calculation. In the first quarter of fiscal 2018, the company recognized excess tax benefits of $16.0 million from stock option exercises that occurred during the quarter.

The standard also requires several presentation changes with regard to the statement of cash flows. Cash flows related to excess tax benefits or detriments are included in net cash provided by operating activities, rather than as a financing activity. Sysco chose a retrospective application of this provision; therefore, amounts presented for fiscal 2017 reflect the guidance required by this ASU. The standard further requires that cash paid by an employer, when directly withholding shares for tax withholding purposes, should be classified as a financing activity. Retrospective application is required for this provision; however, amounts were not material for either period and, therefore, were not separately disclosed or retroactively applied.

Simplifying the Test for Goodwill Impairment

In January 2017, the FASB issued ASU 2017-04, Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The company elected to early adopt this ASU, as it is easier to execute.

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3.NEW ACCOUNTING STANDARDS

Targeted Improvements to Accounting for Hedging Activities

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging, which expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The guidance is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods, which is the first quarter of fiscal 2020 for Sysco, with early adoption permitted. The company is currently reviewing the provisions of the new standard.

Leases

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), specifying the accounting for leases, which supersedes the leases requirements in Topic 840, Leases. The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. Lessors’ accounting is largely unchanged from the previous accounting standard. In addition, Topic 842 expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, which is fiscal 2020 for Sysco, with early adoption permitted. The company is currently reviewing the provisions of the new standard.

Revenue from Contracts with Customers

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods within new fiscal years beginning after December 15, 2017, which is fiscal 2019 for Sysco, and could be early adopted in fiscal 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption.

The company’s impact assessment of the standard is ongoing, and the company does not intend to early adopt this standard in fiscal 2018. Enhanced disclosures, including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition, are required. We will continue our assessment, which may identify other impacts of the adoption of Topic 606. The company will adopt the standard in the first quarter of fiscal 2019 and preliminarily expects to use the modified retrospective method. However, our adoption method is subject to change as we continue to evaluate the impact of the standard.

4.ACQUISITIONS

During the first 13 weeks of fiscal 2018, the company had no acquisitions. Certain prior year acquisitions involved contingent consideration that included earnout agreements that are typically payable over periods of up to three years in the event that certain operating results are achieved.  As of September 30, 2017, aggregate contingent consideration outstanding was $11.3 million, of which $2.1 million was recorded as earnout liabilities.

Brakes Group

On July 5, 2016, Sysco consummated its acquisition of Cucina Lux Investments Limited (a private company limited by shares organized under the laws of England and Wales), a holding company of the Brakes Group, pursuant to an agreement for the sale and purchase of securities in the capital of the Brakes Group, dated as of February 19, 2016 (the Purchase Agreement), by and among Sysco, entities affiliated with Bain Capital Investors, LLC, and members of management of the Brakes Group (the Brakes Acquisition). The company paid cash of $2.9 billion, net of cash acquired, for the Brakes Acquisition. Following the closing of the Brakes Acquisition, the Brakes Group became a wholly owned subsidiary of Sysco.

6

The Brakes Group is a large European foodservice business supplying fresh, refrigerated and frozen food products, as well as non-food products and supplies, to foodservice customers ranging from large customers, including leisure, pub, restaurant, hotel and contract catering groups, to smaller customers, including independent restaurants, hotels, fast food outlets, schools and hospitals. Brakes Group businesses include: Brakes, Brakes Catering Equipment, Brake France, Country Choice, Davigel, Fresh Direct, Freshfayre, M&J Seafood, Menigo Foodservice, Pauley’s, Wild Harvest and Woodward Foodservice. The Brakes Group’s largest businesses are in the U.K., France, and Sweden, in addition to a presence in Ireland, Belgium, Spain and Luxembourg.

5.FAIR VALUE MEASUREMENTS

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

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

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

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

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

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

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

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

• The interest rate swap agreements are valued using a swap valuation model that utilizes an income approach using observable market inputs including interest rates, LIBOR swap rates and credit default swap rates.  These are included as Level 2 measurements in the tables below.

• The foreign currency swap agreements, including cross-currency swaps, are valued using a swap valuation model that utilizes an income approach applying observable market inputs including interest rates, LIBOR swap rates for U.S. dollars, pound sterling and Euro currencies, and credit default swap rates.  These are included as Level 2 measurements in the tables below.

• Foreign currency forwards are valued based on exchange rates quoted by domestic and foreign banks for similar instruments. These are included as Level 2 measurements in the tables below.

• Fuel swap contracts are valued based on observable market transactions of forward commodity prices. These are included as Level 2 measurements in the tables below.

7

The following tables present the company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2017, July 1, 2017 and October 1, 2016:

	Assets and Liabilities Measured at Fair Value as of Sep. 30, 2017
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	287,203	$	43,191	$	—	$	330,394
Other current assets:
Interest rate swaps	—		223		—		223
Foreign currency forwards	—		461		—		461
Fuel swaps	—		4,743		—		4,743
Other assets:
Foreign currency swaps	—		5,912		—		5,912
Total assets at fair value	$	287,203	$	54,530	$	—	$	341,733
Liabilities:
Other current liabilities:
Foreign currency forwards	$	—	$	118	$	—	$	118
Other long-term liabilities:
Interest rate swaps	—		22,653		—		22,653
Cross-currency swaps	—		15,115		—		15,115
Foreign currency swaps	—		34,114		—		34,114
Total liabilities at fair value	$	—	$	72,000	$	—	$	72,000

8

	Assets and Liabilities Measured at Fair Value as of Jul. 1, 2017
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	238,954	$	49,430	$	—	$	288,384
Other current assets:
Fuel swaps	—		717		—		717
Other assets:
Interest rate swaps	—		707		—		707
Total assets at fair value	$	238,954	$	50,854	$	—	$	289,808
Liabilities:
Other current liabilities:
Fuel swaps	$	—	$	6,320	$	—	$	6,320
Foreign currency forwards	—		154		—		154
Other long-term liabilities:
Interest rate swaps	—		21,390		—		21,390
Cross-currency swaps	—		5,816		—		5,816
Foreign currency swaps	—		12,308		—		12,308
Total liabilities at fair value	$	—	$	45,988	$	—	$	45,988

	Assets and Liabilities Measured at Fair Value as of Oct. 1, 2016
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	9,176	$	43,270	$	—	$	52,446
Other current assets:
Foreign currency forwards	—		873		—		873
Other assets
Interest rate swap agreement	—		18,935		—		18,935
Foreign currency swaps	—		3,979		—		3,979
Total assets at fair value	$	9,176	$	67,057	$	—	$	76,233
Liabilities:
Other current liabilities:
Fuel hedges	$	—	$	618	$	—	$	618
Other long-term liabilities
Cross-currency swaps	—		3,184		—		3,184
Foreign currency swaps	—		10,695		—		10,695
Total liabilities at fair value	$	—	$	14,497	$	—	$	14,497

The carrying values of accounts receivable and accounts payable approximated their respective fair values due to their short-term maturities.  The fair value of Sysco’s total debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the company for new debt with the same maturities as existing debt, and is considered a

9

Level 2 measurement.  The fair value of total debt was approximately$9.4 billion, $8.6 billion and $8.4 billion as of September 30, 2017, July 1, 2017 and October 1, 2016, respectively.  The carrying value of total debt was $9.0 billion, $8.2 billion and $7.8 billion as of September 30, 2017, July 1, 2017 and October 1, 2016, respectively.

6.DERIVATIVE FINANCIAL INSTRUMENTS

Sysco uses derivative financial instruments to enact hedging strategies for risk mitigation purposes; however, the company does not use derivative financial instruments for trading or speculative purposes. Hedging strategies are used to manage interest rate risk, foreign currency risk and fuel price risk. Details of outstanding hedging instruments as of September 30, 2017 are below:

Maturity Date of the Hedging Instrument	Currency / Unit of Measure	Notional Value (in millions)
Hedging of interest rate risk
February 2018	U.S. Dollar	500
April 2019	U.S. Dollar	500
October 2020	U.S. Dollar	750
July 2021	U.S. Dollar	500
Hedging of foreign currency risk (1)
July 2021	British Pound Sterling	234
August 2021	Euro	534
June 2023	Euro	500
Hedging of fuel risk
Various (October 2017 to August 2018)	Gallons	49

⁽¹⁾ Sysco’s European operations use foreign currency forward contracts to hedge against foreign exchange exposures related to inventory purchases. These are not material to Sysco’s overall hedging portfolio.

The location and the fair value of derivative instruments designated as hedges in the consolidated balance sheet as of September 30, 2017, July 1, 2017 and October 1, 2016 are as follows:

		Derivative Fair Value
	Balance Sheet location	Sep. 30, 2017		Jul. 1, 2017		Oct. 1, 2016
		(In thousands)
Fair Value Hedges:
Interest rate swaps	Other current assets	$	223	$	707	$	—
Interest rate swaps	Other assets	—		—		18,935
Interest rate swaps	Other long-term liabilities	22,653		21,390		—
Cash Flow Hedges:
Fuel swaps	Other current assets	$	4,743	$	717	$	—
Foreign currency forwards	Other current assets	461		—		873
Fuel swaps	Other current liabilities	—		6,320		618
Foreign currency forwards	Other current liabilities	118		154		—
Cross currency swaps	Other long-term liabilities	15,115		5,816		3,184
Net Investment Hedges:
Foreign currency swaps	Other assets	$	5,912	$	—	$	3,979
Foreign currency swaps	Other long-term liabilities	34,114		12,308		10,695

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The location and effect of derivative instruments and related hedged items on the consolidated results of operations for the 13-week periods ended September 30, 2017 and October 1, 2016, presented on a pretax basis, are as follows:

	Location of (Gain) or Loss Recognized	Amount of (Gain) or Loss Recognized
		13-Week Period Ended
		Sep. 30, 2017			Oct. 1, 2016
		(In thousands)
Fair Value Hedge Relationships:
Interest rate swaps	Interest expense	$	(600	)	$	(3,400	)
Cash Flow Hedge Relationships:
Forward starting interest rate swaps (1)	Interest expense	$	(2,873	)	$	(2,873	)
Fuel swaps	Other comprehensive income	(10,859		)	—
Foreign currency forwards	Other comprehensive income	(185		)	—
Cross currency swaps	Other comprehensive income	7,638			—
Net Investment Hedge Relationships:
Foreign currency swaps	Other comprehensive income	$	23,376		$	—

⁽¹⁾  Represents amortization of losses on forward starting interest rate swap agreements that were previously settled.

For fair value hedges of interest rate risk, hedge ineffectiveness represents the difference between the changes in the fair value of the derivative instruments and the changes in fair value of the fixed rate debt attributable to changes in the benchmark interest rate.  For cash flow hedges, hedge ineffectiveness is the difference between the change in the fair value of the derivative and the change in the hedged transaction. Hedge ineffectiveness is recorded directly in earnings within interest expense for interest rate swaps, other income and expense, net for hedging of the foreign exchange risk on intercompany loans, cost of sales for foreign exchange risk on inventory purchases and operating expense for fuel hedging. All amounts were immaterial for the first quarter of fiscal 2018 and 2017. None of the instruments contain credit-risk-related contingent features.

7.DEBT

Sysco has a commercial paper program allowing the company to issue short-term unsecured notes in an aggregate amount not to exceed $2.0 billion. As of September 30, 2017, there was $864.8 million in commercial paper issuances outstanding. Any outstanding amounts are classified within long-term debt, as the program is supported by a long-term revolving credit facility. During the first 13 weeks of 2018, aggregate outstanding commercial paper issuances and short-term bank borrowings ranged from $254.5 million to approximately $1.1 billion.

8.EARNINGS PER SHARE

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

	13-Week Period Ended
	Sep. 30, 2017		Oct. 1, 2016
	(In thousands, except for share and per share data)
Numerator:
Net earnings	$	367,640	$	323,887
Denominator:
Weighted-average basic shares outstanding	527,289,675		555,437,764
Dilutive effect of share-based awards	5,773,751		5,516,304
Weighted-average diluted shares outstanding	533,063,426		560,954,068
Basic earnings per share	$	0.70	$	0.58
Diluted earnings per share	$	0.69	$	0.58

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The number of options that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 6,438,000 and 2,056,000 for the first quarter of fiscal 2018 and fiscal 2017, respectively.

9.OTHER COMPREHENSIVE INCOME

Comprehensive income is net earnings plus certain other items that are recorded directly to shareholders’ equity, such as foreign currency translation adjustment, amounts related to cash flow hedging arrangements and certain amounts related to pension and other postretirement plans.  Comprehensive income was $487.8 million and $247.1 million for the first quarter of fiscal 2018 and fiscal 2017, respectively.

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

		13-Week Period Ended Sep. 30, 2017
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount			Tax			Net of Tax Amount
		(In thousands)
Pension and other postretirement benefit plans:
Reclassification adjustments:
Amortization of prior service cost	Operating expenses	$	2,409		$	925		$	1,484
Amortization of actuarial loss (gain), net	Operating expenses	8,761			3,364			5,397
Total reclassification adjustments		11,170			4,289			6,881
Foreign currency translation:
Foreign currency translation adjustment	N/A	121,329			—			121,329
Hedging instruments:
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	2,873			1,103			1,770
Other comprehensive income before reclassification adjustments:
Change in cash flow hedges	N/A	3,406			1,203			2,203
Change in net investment hedges	N/A	(23,376		)	(11,352		)	(12,024		)
Total other comprehensive income		$	115,402		$	(4,757	)	$	120,159

		13-Week Period Ended Oct. 1, 2016
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount			Tax		Net of Tax Amount
		(In thousands)
Pension and other postretirement benefit plans:
Reclassification adjustments:
Amortization of prior service cost	Operating expenses	$	2,844		$	1,092	$	1,752
Amortization of actuarial loss (gain), net	Operating expenses	12,721			3,931		8,790
Prior service cost arising in current year	Operating expenses	738			—		738
Total reclassification adjustments		16,303			5,023		11,280
Foreign currency translation:
Other comprehensive income before    reclassification adjustments:
Foreign currency translation adjustment	N/A	(89,553		)	—		(89,553		)
Interest rate swaps:
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	2,873			1,103		1,770
Change in cash flow hedges	N/A	(319		)	—		(319		)
Total other comprehensive income		$	(70,696	)	$	6,126	$	(76,822	)

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

	13-Week Period Ended Sep. 30, 2017
	Pension and Other Postretirement Benefit Plans, net of tax			Foreign Currency Translation			Hedging, net of tax			Total
	(In thousands)
Balance as of Jul. 1, 2017	$	(974,232	)	$	(148,056	)	$	(140,449	)	$	(1,262,737	)
Equity adjustment from foreign currency translation	—			121,329			—			121,329
Change in cash flow hedges	—			—			2,203			2,203
Amortization of cash flow hedges	—			—			1,770			1,770
Change in net investment hedges	—			—			(12,024		)	(12,024		)
Amortization of unrecognized prior service cost	1,484			—			—			1,484
Amortization of unrecognized net actuarial losses	5,397			—			—			5,397
Balance as of Sep. 30, 2017	$	(967,351	)	$	(26,727	)	$	(148,500	)	$	(1,142,578	)

	13-Week Period Ended Oct. 1, 2016
	Pension and Other Postretirement Benefit Plans, net of tax			Foreign Currency Translation			Hedging, net of tax			Total
	(In thousands)
Balance as of Jul. 2, 2016	$	(1,104,484	)	$	(136,813	)	$	(116,821	)	$	(1,358,118	)
Equity adjustment from foreign currency translation	—			(89,553		)	—			(89,553		)
Other comprehensive income before    reclassification adjustments	—			—			—			—
Amortization of cash flow hedges	—			—			1,770			1,770
Change in cash flow hedges	—			—			(319		)	(319		)
Prior service cost arising in current year	738			—			—			738
Amortization of unrecognized prior service cost	1,752			—			—			1,752
Amortization of unrecognized net actuarial losses	8,790			—			—			8,790
Balance as of Oct. 1, 2016	$	(1,093,204	)	$	(226,366	)	$	(115,370	)	$	(1,434,940	)

10.SHARE-BASED COMPENSATION

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

Stock Incentive Plans

In the first quarter of fiscal 2018, options to purchase 4,018,653 shares were granted to employees. The fair value of each option award is estimated as of the date of grant using a Black-Scholes option pricing model. The weighted average grant-date fair value per option granted during the first quarter of fiscal 2018 was $7.08.

In the first quarter of fiscal 2018, 857,527 performance share units (PSUs) were granted to employees.  Based on the jurisdiction in which the employee resides, some of these PSUs were granted with forfeitable dividend equivalents.  The fair value of each PSU award granted with a dividend equivalent is based on the company’s stock price as of the date of grant.  For PSUs granted without dividend equivalents, the fair value was reduced by the present value of expected dividends during the vesting period.  The weighted average grant-date fair value per performance share unit granted during the first quarter of fiscal 2018 was $51.09.  The PSUs will convert into shares of Sysco common stock at the end of the performance period based on financial performance targets consisting of Sysco’s earnings per share compound annual growth rate and adjusted return on invested capital.

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Employee Stock Purchase Plan

Plan participants purchased 280,673 shares of common stock under the Sysco ESPP during the first quarter of fiscal 2018.

The weighted average fair value per right of employee stock purchase rights issued pursuant to the ESPP was $7.55 during the first quarter of fiscal 2018.  The fair value of the stock purchase rights is estimated as the difference between the stock price and the employee purchase price.

All Share-Based Payment Arrangements

The total share-based compensation cost that has been recognized in results of operations was $28.0 million and $25.1 million for the first quarter of fiscal 2018 and fiscal 2017, respectively.

As of September 30, 2017, there was $145.5 million of total unrecognized compensation cost related to share-based compensation arrangements.  This cost is expected to be recognized over a weighted-average period of 2.23 years.

11.INCOME TAXES

Effective Tax Rate

Sysco’s effective tax rate is reflective of the jurisdictions where the company has operations. Indefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate have the impact of reducing the effective tax rates. The effective tax rates for the first quarters of fiscal 2018 and fiscal 2017 were 32.72% and 35.28%, respectively. The lower effective tax rate for the first quarter of fiscal 2018 is primarily due to the favorable impact of the excess tax benefits of equity-based compensation that totaled $16.0 million. Sysco began recognizing these amounts within income tax expense in the first quarter of fiscal 2018 due to the adoption of ASU 2016-09.

Uncertain Tax Positions

As of September 30, 2017, the gross amount of unrecognized tax benefit and related accrued interest was $16.2 million and $11.1 million, respectively.  It is reasonably possible that the amount of the unrecognized tax benefit with respect to certain of the company’s unrecognized tax positions will increase or decrease in the next twelve months, either because Sysco prevails on positions challenged upon audit or because the company agrees to the disallowance.  Items that may cause changes to unrecognized tax benefits primarily include the consideration of various filing requirements in numerous states and the allocation of income and expense between tax jurisdictions.  At this time, an estimate of the range of the reasonably possible change cannot be made.

Other

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

12.COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Sysco is engaged in various legal proceedings that have arisen but have not been fully adjudicated.  The likelihood of loss for these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible to probable.  When probable and reasonably estimable, the losses have been accrued.  Based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect upon the consolidated financial position or results of operations of the company.  However, the final results of legal proceedings cannot be predicted with certainty, and if the company failed to prevail in one or more of these legal matters, and the associated realized losses were to exceed the company’s current estimates of the range of potential losses, the company’s consolidated financial position or results of operations could be materially adversely affected in future periods.

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13.BUSINESS SEGMENT INFORMATION

The company has aggregated certain of its operating companies into three reportable segments. “Other” financial information is attributable to the company’s other operating segments that do not meet the quantitative disclosure thresholds.

• U.S. Foodservice Operations - primarily includes U.S. Broadline operations, custom-cut meat and seafood companies, FreshPoint (our specialty produce companies) and European Imports (a specialty import company);

• International Foodservice Operations - primarily includes broadline operations in Canada, Europe, Bahamas, Mexico, Costa Rica and Panama, as well as a company that distributes to international customers;

• SYGMA - our customized distribution subsidiary; and

• Other - primarily our hotel supply operations and Sysco Labs, which includes our suite of technology solutions that help support the business needs of our customers and provides support for some of our business technology needs.

Broadline operating companies distribute a full line of food products and a wide variety of non-food products to both traditional and chain restaurant customers, hospitals, schools, hotels, industrial caterers and other venues where foodservice products are served.  SYGMA operating companies distribute a full line of food products and a wide variety of non-food products to certain chain restaurant customer locations.

The accounting policies for the segments are the same as those disclosed by Sysco for its consolidated financial statements. Management evaluates the performance of each of our operating segments based on its respective operating income results. Corporate expenses generally include all expenses of the corporate office and Sysco’s shared services center.  These also include all share-based compensation costs.  While a segment’s operating income may be impacted in the short-term by increases or decreases in gross profits, expenses, or a combination thereof, over the long-term each business segment is expected to increase its operating income at a greater rate than sales growth.  This is consistent with our long-term goal of leveraging earnings growth at a greater rate than sales growth.

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

	13-Week Period Ended
	Sep. 30, 2017			Oct. 1, 2016
Sales:	(In thousands)
U.S. Foodservice Operations	$	9,848,942		$	9,481,115
International Foodservice Operations	2,903,255			2,728,360
SYGMA	1,640,671			1,504,692
Other	257,556			254,487
Total	$	14,650,424		$	13,968,654
	13-Week Period Ended
	Sep. 30, 2017			Oct. 1, 2016
Operating income:	(In thousands)
U.S. Foodservice Operations	$	780,869		$	745,231
International Foodservice Operations	76,646			79,435
SYGMA	4,845			4,908
Other	6,929			8,001
Total segments	869,289			837,575
Corporate	(246,197		)	(270,742		)
Total operating income	623,092			566,833
Interest expense	80,884			73,623
Other expense (income), net	(4,248		)	(7,216		)
Earnings before income taxes	$	546,456		$	500,426

	Sep. 30, 2017		Jul. 1, 2017		Oct. 1, 2016
Assets:	(In thousands)
U.S. Foodservice Operations	$	7,153,312	$	6,675,543	$	6,988,148
International Foodservice Operations	6,607,325		6,433,815		6,410,354
SYGMA	626,589		625,653		583,106
Other	448,891		448,885		433,895
Total segments	14,836,117		14,183,896		14,415,503
Corporate	3,582,473		3,572,759		3,609,307
Total	$	18,418,590	$	17,756,655	$	18,024,810

14.SUPPLEMENTAL GUARANTOR INFORMATION - SUBSIDIARY GUARANTEES

On January 19, 2011, the wholly owned U.S. Broadline subsidiaries of Sysco Corporation entered into full and unconditional guarantees of all outstanding senior notes and debentures of Sysco Corporation.  Borrowings under the company’s revolving credit facility supporting the company’s U.S. and Canadian commercial paper programs are also covered under these guarantees.  As of September 30, 2017, Sysco had a total of $9.0 billion in senior notes, debentures and commercial paper issuances outstanding that was covered by these guarantees.

All subsidiary guarantors are 100% owned by the parent company, all guarantees are full and unconditional and all guarantees are joint and several, except that the guarantee of any subsidiary guarantor with respect to a series of senior notes or debentures may be released under certain customary circumstances.  If we exercise our defeasance option with respect to the senior notes or debentures of any series, then any subsidiary guarantor effectively will be released with respect to that series.  Further, each subsidiary guarantee will remain in full force and effect until the earliest to occur of the date, if any, on which (1) the applicable

17

subsidiary guarantor shall consolidate with or merge into Sysco Corporation or any successor of Sysco Corporation or (2) Sysco Corporation or any successor of Sysco Corporation consolidates with or merges into the applicable subsidiary guarantor.

In conjunction with the preparation of our September 30, 2017 condensed consolidating financial statements, the company identified certain wholly owned U.S. Broadline subsidiaries that are guarantors of the outstanding senior notes and debentures of Sysco Corporation but were presented within Other Non-Guarantor Subsidiaries during fiscal 2017. The fiscal 2017 Condensed Consolidating Balance Sheet and Statements of Comprehensive Income and Cash flows included herein have been revised to present such U.S. Broadline subsidiaries as guarantor subsidiaries.   The company assessed the materiality of the incorrect guarantor disclosures and concluded that the misstatement was not material to the financial statements as a whole, but have provided revised information below for the sake of consistency with the current period disclosures.

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

	Condensed Consolidating Balance Sheet
	Sep. 30, 2017
	Sysco		U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	200,583	$	4,228,854	$	4,167,565	$	—		$	8,597,002
Intercompany receivables	4,275,051		966,873		—		(5,241,924		)	—
Investment in subsidiaries	7,138,247		—		—		(7,138,247		)	—
Plant and equipment, net	261,906		2,032,227		2,094,166		—			4,388,299
Other assets	151,031		514,392		4,767,866		—			5,433,289
Total assets	$	12,026,818	$	7,742,346	$	11,029,597	$	(12,380,171	)	$	18,418,590
Current liabilities	$	360,586	$	4,859,882	$	919,814	$	—		$	6,140,282
Intercompany payables	—		—		5,241,924		(5,241,924		)	—
Long-term debt	8,352,110		7,191		67,058		—			8,426,359
Other liabilities	1,078,868		20,268		434,451		—			1,533,587
Noncontrolling interest	—		—		83,108		—			83,108
Shareholders’ equity	2,235,254		2,855,005		4,283,242		(7,138,247		)	2,235,254
Total liabilities and shareholders’ equity	$	12,026,818	$	7,742,346	$	11,029,597	$	(12,380,171	)	$	18,418,590

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	Condensed Consolidating Balance Sheet
	July 1, 2017
	Sysco		U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	177,495	$	3,786,055	$	4,069,888	$	—		$	8,033,438
Intercompany receivables	4,444,035		—		—		(4,444,035		)	—
Investment in subsidiaries	6,451,994		—		—		(6,451,994		)	—
Plant and equipment, net	258,527		2,039,761		2,079,014		—			4,377,302
Other assets	151,743		426,257		4,767,915		—			5,345,915
Total assets	$	11,483,794	$	6,252,073	$	10,916,817	$	(10,896,029	)	$	17,756,655
Current liabilities	$	650,899	$	3,521,661	$	1,923,326	$	—		$	6,095,886
Intercompany payables	—		276,933		4,167,102		(4,444,035		)	—
Long-term debt	7,588,041		7,776		65,060		—			7,660,877
Other liabilities	863,338		103,784		568,415		—			1,535,537
Noncontrolling interest	—		—		82,839		—			82,839
Shareholders’ equity	2,381,516		2,341,919		4,110,075		(6,451,994		)	2,381,516
Total liabilities and shareholders’ equity	$	11,483,794	$	6,252,073	$	10,916,817	$	(10,896,029	)	$	17,756,655

	Condensed Consolidating Balance Sheet
	Oct. 1, 2016
	Sysco		U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	226,681	$	4,130,493	$	3,778,296	$	—		$	8,135,470
Intercompany receivables	3,408,107		—				(3,408,107		)
Investment in subsidiaries	7,865,699		—		—		(7,865,699		)	—
Plant and equipment, net	394,254		2,032,194		1,992,076		—			4,418,524
Other assets	199,918		1,111,301		4,159,597		—			5,470,816
Total assets	$	12,094,659	$	7,273,988	$	9,929,969	$	(11,273,806	)	$	18,024,810
Current liabilities	$	433,751	$	1,708,547	$	3,224,252	$	—		$	5,366,550
Intercompany payables	—		1,617,949		1,790,158		(3,408,107		)	—
Long-term debt	7,607,826		61,663		174,028		—			7,843,517
Other liabilities	1,032,296		156,272		528,526		—			1,717,094
Noncontrolling interest	—		—		76,863		—			76,863
Shareholders’ equity	3,020,786		3,729,557		4,136,142		(7,865,699		)	3,020,786
Total liabilities and shareholders’ equity	$	12,094,659	$	7,273,988	$	9,929,969	$	(11,273,806	)	$	18,024,810

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	Condensed Consolidating Statement of Comprehensive Income
	For the 13-Week Period Ended Sep. 30, 2017
	Sysco			U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	9,021,657		$	6,120,313		$	(491,546	)	$	14,650,424
Cost of sales	—			7,275,423			5,072,879			(491,546		)	11,856,756
Gross profit	—			1,746,234			1,047,434			—			2,793,668
Operating expenses	197,864			1,007,359			965,353			—			2,170,576
Operating income (loss)	(197,864		)	738,875			82,081			—			623,092
Interest expense (income) (1)	98,996			(23,351		)	5,239			—			80,884
Other expense (income), net	(3,615		)	(422		)	(211		)	—			(4,248		)
Earnings (losses) before income taxes	(293,245		)	762,648			77,053			—			546,456
Income tax (benefit) provision	(95,958		)	249,561			25,213			—			178,816
Equity in earnings of subsidiaries	564,927			—			—			(564,927		)	—
Net earnings	367,640			513,087			51,840			(564,927		)	367,640
Other comprehensive income (loss)	120,159			—			121,329			(121,329		)	120,159
Comprehensive income	$	487,799		$	513,087		$	173,169		$	(686,256	)	$	487,799

⁽¹⁾ Interest expense (income) includes $27.8 million of intercompany interest income, net, for the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation. There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries.

	Condensed Consolidating Statement of Comprehensive Income
	For the 52-Week Period Ended Jul. 1, 2017
	Sysco			U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	34,325,884		$	22,862,131		$	(1,816,876	)	$	55,371,139
Cost of sales	—			27,690,469			18,940,039			(1,816,876		)	44,813,632
Gross profit	—			6,635,415			3,922,092			—			10,557,507
Operating expenses	931,498			3,907,829			3,665,009			—			8,504,336
Operating income (loss)	(931,498		)	2,727,586			257,083			—			2,053,171
Interest expense (income) (1)	405,030			(122,012		)	19,860			—			302,878
Other expense (income), net	(23,740		)	(1,116		)	8,919			—			(15,937		)
Earnings (losses) before income taxes	(1,312,788		)	2,850,714			228,304			—			1,766,230
Income tax (benefit) provision	(463,598		)	1,006,703			80,622			—			623,727
Equity in earnings of subsidiaries	1,991,693			—			—			(1,991,693		)	—
Net earnings	1,142,503			1,844,011			147,682			(1,991,693		)	1,142,503
Other comprehensive income (loss)	95,381			—			(9,317		)	9,317			95,381
Comprehensive income	$	1,237,884		$	1,844,011		$	138,365		$	(1,982,376	)	$	1,237,884

⁽¹⁾ Interest expense (income) includes $135.9 million of intercompany interest income, net, for the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation. There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries.

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	Condensed Consolidating Statement of Comprehensive Income
	For the 13-Week Period Ended Oct. 1, 2016
	Sysco			U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	8,706,151		$	5,707,420		$	(444,917	)	$	13,968,654
Cost of sales	—			7,012,713			4,708,939			(444,917		)	11,276,735
Gross profit	—			1,693,438			998,481			—			2,691,919
Operating expenses	217,903			983,072			924,111			—			2,125,086
Operating income (loss)	(217,903		)	710,366			74,370			—			566,833
Interest expense (income) (1)	90,158			(21,210		)	4,675			—			73,623
Other expense (income), net	(14,891		)	(241		)	7,916			—			(7,216		)
Earnings (losses) before income taxes	(293,170		)	731,817			61,779			—			500,426
Income tax (benefit) provision	(103,424		)	258,169			21,794			—			176,539
Equity in earnings of subsidiaries	513,633			—			—			(513,633		)	—
Net earnings	323,887			473,648			39,985			(513,633		)	323,887
Other comprehensive income (loss)	(76,822		)	—			(89,553		)	89,553			(76,822		)
Comprehensive income	$	247,065		$	473,648		$	(49,568	)	$	(424,080	)	$	247,065

⁽¹⁾ Interest expense (income) includes $24.8 million of intercompany interest income, net, for the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation. There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries.

	Condensed Consolidating Cash Flows
	For the 13-Week Period Ended Sep. 30, 2017
	Sysco			U.S.  Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	(49,085	)	$	76,658		$	55,202		$	82,775
Investing activities	(18,365		)	(53,281		)	(62,893		)	(134,539		)
Financing activities	76,568			(4,872		)	1,199			72,895
Effect of exchange rates on cash	—			—			18,570			18,570
Net increase (decrease) in cash and cash equivalents	9,118			18,505			12,078			39,701
Cash and cash equivalents at the beginning of period	111,576			18,788			739,138			869,502
Cash and cash equivalents at the end of period	$	120,694		$	37,293		$	751,216		$	909,203

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	Condensed Consolidating Cash Flows
	For the 52-Week Period Ended Jul. 1, 2017
	Sysco			U.S.  Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations (1)			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	1,511,881		$	3,023,400		$	658,229		$	(2,978,000	)	$	2,215,510
Investing activities	(3,274,566		)	(261,330		)	(175,565		)	127,000			(3,584,461		)
Financing activities	(1,502,151		)	(2,777,661		)	(229,931		)	2,851,000			(1,658,743		)
Effect of exchange rates on cash	—			—			(22,104		)	—			(22,104		)
Net increase (decrease) in cash and cash equivalents	(3,264,836		)	(15,591		)	230,629			—			(3,049,798		)
Cash and cash equivalents at the beginning of period	3,376,412			34,379			508,509			—			3,919,300
Cash and cash equivalents at the end of period	$	111,576		$	18,788		$	739,138		$	—		$	869,502

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

	Condensed Consolidating Cash Flows
	For the 13-Week Period Ended Oct. 1, 2016
	Sysco			U.S.  Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	151,435		$	55,491		$	47,016		$	253,942
Investing activities	(3,095,842		)	(48,677		)	96,064			(3,048,455		)
Financing activities	(301,193		)	(8,894		)	(84,840		)	(394,927		)
Effect of exchange rates on cash	—			—			30,038			30,038
Net increase (decrease) in cash and cash equivalents	(3,245,600		)	(2,080		)	88,278			(3,159,402		)
Cash and cash equivalents at the beginning of period	3,376,412			34,379			508,509			3,919,300
Cash and cash equivalents at the end of period	$	130,812		$	32,299		$	596,787		$	759,898

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

This discussion should be read in conjunction with our consolidated financial statements as of July 1, 2017, and the fiscal year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in our Annual Report on Form 10-K for the fiscal year ended July 1, 2017 (our 2017 Form 10-K), as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report.

Sysco’s results of operations for fiscal 2018 and 2017 are impacted by restructuring costs consisting of (1) expenses associated with our revised business technology strategy announced in fiscal 2016, as a result of which we incurred costs to convert to a modernized version of our established platform, (2) professional fees related to our three-year strategic plan, (3) restructuring expenses within our Brakes Group operations, and (4) severance charges related to restructuring. In addition, fiscal 2018 results of operations are impacted by business technology costs. Our results of operations for fiscal 2018 and 2017 are also impacted by the following acquisition-related items: (1) intangible amortization expense and (2) integration costs. All acquisition-related costs in fiscal 2018 and 2017 that have been excluded relate to the fiscal 2017 acquisition of Cucina Lux Investments Limited (the Brakes Acquisition), discussed in Note 4, "Acquisitions." The Brakes Acquisition also resulted in non-recurring tax expense in fiscal 2017, primarily from non-deductible integration costs. These fiscal 2018 and fiscal 2017 items are collectively referred to as "Certain Items."

More information on the rationale for the use of these items and reconciliations to GAAP numbers can be found under “Non-GAAP Reconciliations.”

Highlights and Trends

Highlights

Sysco’s results for the first quarter of fiscal 2018 reflect a continued execution of our customer-centric strategy in a cohesive and effective manner, as our U.S. Foodservice Operations delivered favorable first quarter results that more than offset weaker performance from our International Foodservice Operations. These results largely mitigated the unfavorable near-term financial impact of multiple devastating hurricanes in several of our key markets. These results were driven by continued local case growth and sound margin management. Our operating income, net earnings and earnings per share, both including and excluding Certain Items, increased for the first quarter of fiscal 2018, as compared to the corresponding period in fiscal 2017, primarily due to these factors.

Comparisons of results from the first quarter of fiscal 2018 to the first quarter of fiscal 2017:

• Sales:

◦ increased 4.9%, or $0.7 billion, to $14.7 billion;

• Operating income:

◦ increased 9.9%, or $56.3 million, to $623.1 million;

◦ adjusted operating income increased 5.6%, or $35.1 million, to $661.9 million;

• Net earnings:

◦ increased 13.5%, or $43.8 million, to $367.6 million;

◦ adjusted net earnings increased 4.9%, or $18.4 million, to $394.5 million;

• Basic earnings per share:

◦ increased 20.7%, or $0.12, to $0.70 per share;

• Diluted earnings per share:

◦ increased 19.0%, or $0.11, to $0.69 per share; and

◦ adjusted diluted earnings per share increased 10.4%, or $0.07, to $0.74 per share.

See “Non-GAAP Reconciliations” for an explanation of the non-GAAP financial measures listed above.

Trends

General macroeconomic conditions in the United States have improved in the past few months, which we hope will lead to increased demand for our domestic customer base. While it is difficult to isolate the impact of the extreme weather experienced in Texas and Florida in September, current market conditions in the Unites States for foodservice operators appear modestly favorable. Larger check sizes at restaurants continue to offset lower traffic counts, while consumer sentiment remains at positive levels. Conversely, economic growth in the European markets in which we operate is more muted. Our European business

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continues to face macroeconomic challenges, as customers are experiencing slower restaurant traffic, and there is an overall slowdown in food away from home in the United Kingdom (U.K.) In our U.K. business, food cost inflation, driven by unfavorable foreign exchange rates, is pressuring our pricing, which has impacted our volume growth and gross margins.

Our operating income and net earnings during the first quarter of fiscal 2018 have been affected by some temporary impacts of hurricanes on some of our customers, rising inflation, a challenging in-bound freight environment and reduced depreciation expense. Our U.S. Broadline operations experienced product cost inflation at a rate of 3.8% for the first quarter of fiscal 2018, which increased sales and gross profits. The pace of inflation has been greater in meat, poultry and dairy categories. The recent hurricanes resulted in lost sales and reduced productivity. We believe that the negative impact on operating income was approximately $10 million, and on earnings per share was approximately one cent. Our depreciation expense has declined, as our former Enterprise Resource Planning (ERP) system was fully depreciated by the end of fiscal 2017. We expect to see a one-time benefit of approximately $50 million in reduced depreciation expense, net. We expect to see further softness in our European operations in the second quarter of fiscal 2018, followed by a stronger second half of the year, as we align its fiscal year to our fiscal year.

In the first quarter of fiscal 2018, we prospectively adopted a new accounting standard related to improvements in share-based payment accounting. As discussed in Note 2, "Changes in Accounting," excess tax benefits, or detriments, of equity-based compensation are now recorded within income tax expense in the consolidated results of operations. In the first quarter of fiscal 2018, we recognized tax benefits that totaled $16.0 million, or three cents on a per share basis, primarily from stock option exercises that occurred during the quarter. These tax benefits are difficult to predict and depend on factors such as our stock price and option exercise activity. Absent these benefits, we expect our effective tax rate to be in the range of 35% to 36%.

In the second quarter of fiscal 2018, we acquired Kerr Pacific Corporation d/b/a HFM Foodservice (HFM), a Hawaii-based broadline distributor with approximately $290 million in annual sales. HFM has been providing quality service to Hawaii and Guam for over 50 years. Acquiring HFM provides Sysco with direct access to the growing Hawaiian market and is in clear alignment with our strategy for disciplined, profitable growth of the business. HFM will be a part of our U.S. Foodservice Operations.

In the second quarter of fiscal 2018, we acquired the remaining 50% interest in our joint venture in Costa Rica. Sysco initially acquired a 50% interest in the foodservice company in fiscal 2015.

Resultsof Operations

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

	13-Week Period Ended
	Sep. 30, 2017		Oct. 1, 2016
Sales	100.0	%	100.0	%
Cost of sales	80.9		80.7
Gross profit	19.1		19.3
Operating expenses	14.8		15.2
Operating income	4.3		4.1
Interest expense	0.6		0.5
Other expense (income), net	—		(0.1	)
Earnings before income taxes	3.7		3.6
Income taxes	1.2		1.3
Net earnings	2.5	%	2.3	%

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

	13-Week Period Ended
Sales	4.9	%
Cost of sales	5.1
Gross profit	3.8
Operating expenses	2.1
Operating income	9.9
Interest expense	9.9
Other expense (income), net (1)	(41.1	)
Earnings before income taxes	9.2
Income taxes	1.3
Net earnings	13.5	%
Basic earnings per share	20.7	%
Diluted earnings per share	19.0
Average shares outstanding	(5.1	)
Diluted shares outstanding	(5.0	)

⁽¹⁾ Other expense (income), net was income of $4.2 million in the first quarter of fiscal 2018 and income of $7.2 million in the first quarter of fiscal 2017.

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The following represents our results by reportable segments:

	13-Week Period Ended Sep. 30, 2017
	U.S. Foodservice Operations			International Foodservice Operations			SYGMA			Other			Corporate			Consolidated Totals
	(In thousands)
Sales	$	9,848,942		$	2,903,255		$	1,640,671		$	257,556		$	—		$	14,650,424
Sales increase (decrease)	3.9		%	6.4		%	9.0		%	1.2		%				4.9		%
Percentage of total	67.2		%	19.8		%	11.2		%	1.8		%				100.0		%
Operating income	$	780,869		$	76,646		$	4,845		$	6,929		$	(246,197	)	$	623,092
Operating income increase (decrease)	4.8		%	(3.5		)%	(1.3		)%	(13.4		)%				9.9		%
Percentage of total segments	89.8		%	8.8		%	0.6		%	0.8		%				100.0		%
Operating income as a percentage of sales	7.9		%	2.6		%	0.3		%	2.7		%				4.3		%

	13-Week Period Ended Oct. 1, 2016
	U.S. Foodservice Operations			International Foodservice Operations			SYGMA			Other			Corporate			Consolidated Totals
	(In thousands)
Sales	$	9,481,115		$	2,728,360		$	1,504,692		$	254,487		$	—		$	13,968,654
Percentage of total	67.9		%	19.5		%	10.8		%	1.8		%				100.0		%
Operating income	$	745,231		$	79,435		$	4,908		$	8,001		$	(270,742	)	$	566,833
Percentage of total segments	89.0		%	9.5		%	0.6		%	1.0		%				100.0		%
Operating income as a percentage of sales	7.9		%	2.9		%	0.3		%	3.1		%				4.1		%

Based on information in Note 13"Business Segment Information." in the first quarter of fiscal 2018, U.S. Foodservice Operations and International Foodservice Operations, collectively, represented approximately 87.0% of Sysco’s overall sales. In the first quarter of fiscal 2018, U.S. Foodservice Operations and International Foodservice Operations collectively represented approximately 98.9% of the total segment operating income.  This illustrates that these segments represent the majority of our total segment results when compared to the other reportable segment.

Results of U.S. Foodservice Operations

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

	13-Week Period Ended Sep. 30, 2017		13-Week Period Ended Oct. 1, 2016		13-Week Period Ended Change in Dollars		13-Week Period % Change
	(In thousands)
Sales	$	9,848,942	$	9,481,115	$	367,827	3.9	%
Gross profit	1,986,283		1,913,115		73,168		3.8
Operating expenses	1,205,414		1,167,884		37,530		3.2
Operating income	$	780,869	$	745,231	$	35,638	4.8	%

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Sales

The following table sets forth the percentage and dollar value increase or decrease in sales as compared to the comparable prior year period in order to demonstrate the cause and magnitude of change.

	Increase (Decrease)
	13-Week Period
	(Dollars in millions)
Cause of change	Percentage		Dollars
Case volume	0.4	%	$	41.2
Inflation	3.8		363.2
Other (1)	(0.3	)	(36.6		)
Total sales increase	3.9	%	$	367.8

⁽¹⁾ Case volume excludes the volume impact from our custom-cut meat companies that do not measure volume in cases. Any impact in volumes from these operations is included within “Other.”

Sales for the first quarter of fiscal 2018 were 3.9% higher than the first quarter of fiscal 2017. The largest drivers of the increase were the impact of product cost inflation in our U.S. Broadline operations and case volume growth from our U.S. Broadline operations, which increased 0.3% in the first quarter of fiscal 2018 compared to the first quarter of fiscal 2017. Case growth for locally managed customers increased 2.8%. This growth was partially offset by declines in case volume for our multi-unit business, including chain restaurants and multi-locational restaurants. We have proactively managed our business in a more disciplined and profitable manner with our multi-unit customers and have begun to add new customers in the second quarter of fiscal 2018. We expect to see multi-unit growth begin in the second quarter, continuing in the second half of the year.

Operating income increased 4.8% for the first quarter of fiscal 2018, as compared to the first quarter of fiscal 2017. This increase reflects gross profit growth that exceeded our operating expense growth.

Gross profit dollars increased 3.8% in the first quarter of fiscal 2018, as compared to the first quarter of fiscal 2017. Gross margin, which is gross profit as a percentage of sales, was flat at 20.2% in the first quarter of fiscal 2018 as compared to the first quarter of fiscal 2017. These results reflect (1) local case volume that grew at a pace greater than our multi-unit business, (2) providing the highest quality products through category management and a balanced approach to pricing with our revenue management efforts and (3) investment in our Sysco brands as part of a larger brand story revitalization effort. Our Sysco brand sales to local customers increased by approximately 82 basis points for the first quarter of fiscal 2018. The estimated change in product costs, an internal measure of inflation or deflation, for the first quarter of fiscal 2018 for our U.S. Broadline operations was inflation of 3.8%. Inflation in the first quarter of fiscal 2018 occurred primarily in the meat, poultry and dairy categories.

Operating expenses for the first quarter of fiscal 2018 increased 3.2%, or $37.5 million, compared to the first quarter of fiscal 2017.  The increases in operating expenses for the period resulted primarily from a $13.3 million increase in pay-related expenses and increased transportation expenses, along with a large favorable bad debt recovery in the prior year.  We are implementing productivity initiatives and process improvements to streamline hours, improve delivery and deliver warehouse efficiencies.

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Results of International Foodservice Operations

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

	13-Week Period Ended Sep. 30, 2017		13-Week Period Ended Oct. 1, 2016		13-Week Period Ended Change in Dollars			13-Week Period % Change
	(In thousands)
Sales	$	2,903,255	$	2,728,360	$	174,895		6.4	%
Gross profit	615,103		598,406		16,697			2.8
Operating expenses	538,457		518,971		19,486			3.8
Operating income	$	76,646	$	79,435	$	(2,789	)	(3.5	)%
Gross profit	$	615,103	$	598,406	$	16,697		2.8	%
Adjusted operating expenses (Non-GAAP)	520,045		494,793		25,252			5.1
Adjusted operating income (Non-GAAP)	$	95,058	$	103,613	$	(8,555	)	(8.3	)%

Sales

The following table sets forth the percentage and dollar value increase or decrease in sales as compared to the comparable prior year period in order to demonstrate the cause and magnitude of change.

	Increase (Decrease)
	13-Week Period
	(Dollars in millions)
Cause of change	Percentage		Dollars
Inflation	5.6	%	$	153.8
Foreign currency	1.5		41.9
Other	(0.7	)	(20.8		)
Total sales increase	6.4	%	$	174.9

Sales for the first quarter of fiscal 2018 were 6.4% higher than the first quarter of fiscal 2017, primarily due to product cost inflation in Canada and Europe. We experienced sales growth in most regions of Canada, especially in major markets, for the first quarter of fiscal 2018 due to a focused approach to local customers, which has translated into accelerated local case growth. Currency translation also contributed favorably to sales growth due to favorable exchange rates used to translate our Canadian sales into U.S. dollars. In Europe, we experienced an increase in sales for the first quarter of fiscal 2018 due primarily to inflation. The U.K. continues to experience inflation due to weakness in the pound sterling, which contributed to a portion of the high food cost inflation of approximately 9% during the first quarter of fiscal 2018.

Operating income decreased by $2.8 million, or 3.5%, for the first quarter of fiscal 2018 as compared to the first quarter of fiscal 2017. The decrease was primarily attributable to softer results in the European business due to lower gross margins and increased operating expenses. Our European business continues to face macroeconomic challenges, as customers are experiencing slower restaurant traffic, and there is an overall slowdown in food away from home in the U.K. The decrease was partially offset by improvements in our Canadian operations, which are implementing strategic initiatives from our U.S. business, such as revenue management and other differentiated customer solutions, including online ordering, while effectively managing our cost structure and improving supply chain efficiencies. Our Latin American operations experienced some weakness due to the recent earthquake in Mexico City and the transition expenses related to the addition of a large customer in Mexico. We continue to see strong growth in Costa Rica and are expanding our cash and carry operations.

Gross profit dollars increased by 2.8% in the first quarter of fiscal 2018, as compared to the first quarter of fiscal 2017, primarily attributable to local case growth in our Canadian operations. Growth in gross profit dollars was partially offset by a

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decline in higher margin sales to independent customers in the U.K. and case volume increases in lower margin independent and multi-unit businesses in France.

Operating expenses for the first quarter of fiscal 2018 increased 3.8%, or $19.5 million, compared to the first quarter of fiscal 2017. The increase was driven primarily by our European operations and resulted from increased transportation and depreciation expenses and investments in our transformation initiatives. Certain Items applicable to this segment include Brakes Acquisition-related costs and restructuring costs within our European and Canadian operations.

Results of SYGMA and Other Segment

For SYGMA, sales were 9.0% higher in the first quarter of fiscal 2018, as compared to the first quarter of fiscal 2017,primarily from case growth and product cost inflation. Case growth was primarily due to increased volume from existing customers. SYGMA experienced product cost inflation at a rate of 3.9% for the first quarter of fiscal 2018. Operating income decreased by $0.1 million in the first quarter of fiscal 2018 as compared to the first quarter of fiscal 2017.  SYGMA’s profitability has been negatively impacted primarily by rising operating expenses attributable to higher case volumes, including an increase in pay-related expenses and fuel expenses. We are focused on implementing operational improvements that will contribute to long-term operating income growth.

For the operations that are grouped within Other, operating income decreased 13.4%, or $1.1 million, in the first quarter of fiscal 2018 as compared to the first quarter of fiscal 2017. These decreases are largely the result from our hotel lodging supply company.

Corporate Expenses

Corporate expenses in the first quarter of fiscal 2018 decreased $25.7 million, or 9.6%, as compared to the first quarter of fiscal 2017, due primarily to the favorable comparison of depreciation expense. During the first quarter of fiscal 2017, we incurred $45.6 million of depreciation on our previously existing ERP system, which became fully depreciated at the end of fiscal 2017. A portion of this depreciation expense was included in Certain Items during fiscal 2017. The decrease in expenses was partially offset by an increase in pay-related expenses resulting from wage increases. Corporate expenses, on an adjusted basis, decreased $10.3 million, or 4.4%, as compared to the first quarter of fiscal 2017, primarily due to lower business technology costs, partially attributable to reduced depreciation expense.

Included in corporate expenses are Certain Items that totaled $20.4 million in the first quarter of fiscal 2018 as compared to $35.8 million in the first quarter of fiscal 2017. Certain Items impacting the first quarter of fiscal 2018 were primarily expenses associated with our business technology transformation projects, Brakes integration costs, professional fees on three-year financial objectives and severance charges. Certain Items for the first quarter of fiscal 2017 primarily included $28.2 million of accelerated depreciation on our previously existing ERP system, in addition to expenses related to professional fees on three-year financial objectives and costs incurred to convert to legacy systems in conjunction with our revised business technology strategy.

Interest Expense

Interest expense increased $7.3 million for the first quarter of fiscal 2018, as compared to the first quarter of fiscal 2017, due to higher relative debt levels in the first quarter of fiscal 2018 related to senior notes that were issued in fiscal 2017 and commercial paper borrowings issued in fiscal 2018, largely due to share repurchase programs completed in fiscal 2018.

Net Earnings

Net earnings increased 13.5% in the first quarter of fiscal 2018 as compared to the first quarter of the prior year due primarily to the items noted above, as well as items impacting our income taxes that are discussed in Note 2, "Changes in Accounting" and Note 11, "Income Taxes." Adjusted net earnings increased 4.9% in the first quarter of fiscal 2018, primarily from gross profit growth and favorable expense management. Partially offsetting these increases were increased interest expense.

Earnings Per Share

Basic earnings per share in the first quarter of fiscal 2018 were $0.70, a 20.7% increase from the comparable prior period amount of $0.58 per share. Diluted earnings per share in the first quarter of fiscal 2018 were $0.69, a 19.0% increase from the comparable prior period amount of $0.58 per share. Adjusted diluted earnings per share in the first quarter of fiscal 2018 were $0.74, a 10.4% increase from the comparable prior period amount of $0.67 per share. These results were primarily attributable to the factors discussed above related to net earnings in the first quarter of fiscal 2018, including a three cent per share benefit from

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excess tax benefits of equity-based compensation. Hurricanes Harvey, Irma and Maria resulted in lost sales and decreased productivity. In total, we believe that the negative impact on earnings per share was approximately one cent.

Non-GAAP Reconciliations

Sysco’s results of operations for fiscal 2018 and 2017 are impacted by restructuring costs consisting of (1) expenses associated with our revised business technology strategy announced in fiscal 2016, as a result of which we incurred costs to convert to a modernized version of our established platform, (2) professional fees related to our three-year strategic plan, (3) restructuring expenses within our Brakes Group operations, and (4) severance charges related to restructuring. In addition, fiscal 2018 results of operations are impacted by business technology costs. Our results of operations for fiscal 2018 and 2017 are also impacted by the following acquisition-related items: (1) intangible amortization expense and (2) integration costs. All acquisition-related costs in fiscal 2018 and 2017 that have been excluded relate to the Brakes Acquisition.  The Brakes Acquisition also resulted in non-recurring tax expense in fiscal 2017, primarily from non-deductible transaction costs. These fiscal 2018 and fiscal 2017 items are collectively referred to as "Certain Items."

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

Although Sysco has a history of growth through acquisitions, the Brakes Group is significantly larger than the companies historically acquired by Sysco, with a proportionately greater impact on Sysco’s consolidated financial statements. Accordingly, Sysco is excluding from its non-GAAP financial measures for the relevant period solely those acquisition costs specific to the Brakes Acquisition. We believe this approach significantly enhances the comparability of Sysco’s results for fiscal 2018 and fiscal 2017.

Set forth below is a reconciliation of operating expenses, operating income, net earnings and diluted earnings per share to adjusted results for these measures for the periods presented. Individual components of diluted earnings per share may not add to the total presented due to rounding.  Adjusted diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.

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	13-Week Period Ended Sep. 30, 2017			13-Week Period Ended Oct. 1, 2016			Change in Dollars			%/bps Change
	(In thousands, except for share and per share data)
Operating expenses (GAAP)	$	2,170,576		$	2,125,086		$	45,490		2.1	%
Impact of restructuring costs (1)	(19,053		)	(38,285		)	19,232			(50.2	)
Impact of acquisition-related costs (2)	(19,745		)	(21,710		)	1,965			(9.1	)
Operating expenses adjusted for certain items (Non-GAAP)	$	2,131,778		$	2,065,091		$	66,687		3.2	%
Operating income (GAAP)	$	623,092		$	566,833		$	56,259		9.9	%
Impact of restructuring costs (1)	19,053			38,285			(19,232		)	(50.2	)
Impact of acquisition-related costs (2)	19,745			21,710			(1,965		)	(9.1	)
Operating income adjusted for certain items (Non-GAAP)	$	661,890		$	626,828		$	35,062		5.6	%
Net earnings (GAAP)	$	367,640		$	323,887		$	43,753		13.5	%
Impact of restructuring costs (1)	19,053			38,285			(19,232		)	(50.2	)
Impact of acquisition-related costs (2)	19,745			21,710			(1,965		)	(9.1	)
Tax impact of restructuring costs (3)	(6,943		)	(3,593		)	(3,350		)	93.2
Tax impact of acquisition-related costs (3)	(4,998		)	(4,169		)	(829		)	19.9
Net earnings adjusted for certain items (Non-GAAP)	$	394,497		$	376,120		$	18,377		4.9	%
Diluted earnings per share (GAAP)	$	0.69		$	0.58		$	0.11		19.0	%
Impact of restructuring costs (1)	0.04			0.07			(0.03		)	(42.9	)
Impact of acquisition-related costs (2)	0.04			0.04			—			NM
Tax impact of restructuring costs (3)	(0.01		)	(0.01		)	—			NM
Tax impact of acquisition-related costs (3)	(0.01		)	(0.01		)	—			NM
Diluted EPS adjusted for certain items (Non-GAAP) (4)	$	0.74		$	0.67		$	0.07		10.4	%

⁽¹⁾ Fiscal 2018 includes $19 million related to business technology costs, professional fees on three-year financial objectives, restructuring expenses within our Brakes operations, severance charges related to restructuring and costs to convert to legacy systems in conjunction with our revised business technology strategy. Fiscal 2017 includes $28 million in accelerated depreciation associated with our revised business technology strategy and $10 million related to professional fees on three-year financial objectives, restructuring expenses within our Brakes operations, costs to convert to legacy systems in conjunction with our revised business technology strategy and severance charges related to restructuring.

⁽²⁾ Fiscal 2018 and 2017 include $15 million and $19 million, respectively, related to intangible amortization expense from the Brakes Acquisition, which is included in the results of Brakes and $5 million and $2 million, respectively, in integration costs.

⁽³⁾ The tax impact of adjustments for Certain Items are calculated by multiplying the pretax impact of each Certain Item by the statutory rates in effect for each jurisdiction where the Certain Item was incurred. The Brakes Acquisition also resulted in non-recurring tax expense in fiscal 2017, primarily from non-deductible transaction costs.

⁽⁴⁾ Individual components of diluted earnings per share may not add to the total presented due to rounding. Total diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.

NM represent that the percentage change is not meaningful.

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Set forth below is a reconciliation by segment of actual operating expenses and operating income to adjusted results for these measures for applicable segments and corporate for the periods presented:

	13-Week Period Ended Sep. 30, 2017			13-Week Period Ended Oct. 1, 2016			Change in Dollars			%/bps Change
INTERNATIONAL FOODSERVICE OPERATIONS
Operating expenses (GAAP)	$	538,457		$	518,971		$	19,486		3.8	%
Impact of restructuring costs (1)	(3,898		)	(4,680		)	782			(16.7	)
Impact of acquisition-related costs (2)	(14,514		)	(19,498		)	4,984			(25.6	)
Operating expenses adjusted for certain items (Non-GAAP)	$	520,045		$	494,793		$	25,252		5.1	%
Operating income (GAAP)	$	76,646		$	79,435		$	(2,789	)	(3.5	)%
Impact of restructuring costs (1)	3,898			4,680			(782		)	(16.7	)
Impact of acquisition related costs (2)	14,514			19,498			(4,984		)	(25.6	)
Operating income adjusted for certain items (Non-GAAP)	$	95,058		$	103,613		$	(8,555	)	(8.3	)%
CORPORATE
Operating expenses (GAAP)	$	242,133		$	267,880		$	(25,747	)	(9.6	)%
Impact of restructuring costs (3)	(15,154		)	(33,604		)	18,450			(54.9	)
Impact of acquisition-related costs (4)	(5,232		)	(2,212		)	(3,020		)	NM
Operating expenses adjusted for certain items (Non-GAAP)	$	221,747		$	232,064		$	(10,317	)	(4.4	)%
Operating income (GAAP)	$	(243,284	)	$	(270,742	)	$	27,457		(10.1	)%
Impact of restructuring costs (3)	15,154			33,604			(18,450		)	(54.9	)
Impact of acquisition-related costs (4)	5,232			2,212			3,020			NM
Operating income adjusted for certain items (Non-GAAP)	$	(222,899	)	$	(234,925	)	$	12,027		(5.1	)%

⁽¹⁾ Includes Brakes Acquisition-related restructuring charges and other severance charges related to restructuring.

⁽²⁾ Fiscal 2018 and 2017 include $15 million and $19 million, respectively, related to intangible amortization expense from the Brakes Acquisition, which is included in the results of the Brakes Group.

⁽³⁾ Fiscal 2018 includes $15 million related to business technology costs, professional fees on three-year financial objectives, severance charges related to restructuring, and costs to convert to legacy systems in conjunction with our revised business technology strategy. Fiscal 2017 includes $28 million in accelerated depreciation associated with our revised business technology strategy and $5 million in professional fees on three-year financial objectives, costs to convert to legacy systems in conjunction with our revised business technology strategy and severance charges related to restructuring.

⁽⁴⁾ Fiscal 2018 and 2017 include $5 million and $2 million, respectively, related to integration costs from the Brakes Acquisition.

NM represent that the percentage change is not meaningful.

Three-Year Financial Targets

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. In addition, we have targets and expectations that are based on adjusted results including an adjusted ROIC target of 15%. We cannot predict with certainty when we will achieve these results or whether the calculation of our ROIC in such future period will be on an adjusted basis due to the effect of Certain Items, which would be excluded from such calculation. Due to these uncertainties, to the extent our future calculation of ROIC is on an adjusted basis excluding Certain Items, we cannot provide a quantitative reconciliation of this non-GAAP measure to the most directly comparable GAAP measure without unreasonable effort. However, we would expect to calculate adjusted ROIC, if applicable, in the same manner as we have calculated this historically. All components of our adjusted ROIC calculation would be impacted by Certain Items. We calculate adjusted ROIC as adjusted net earnings divided by (i) 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 (ii) 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.

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Form of calculation:

Net earnings (GAAP)

Impact of Certain Items on net earnings

Adjusted net earnings (Non-GAAP)

Invested Capital (GAAP)

Adjustments to invested capital

Adjusted Invested capital (GAAP)

Return on investment capital (GAAP)

Return on investment capital (Non-GAAP)

Additional targets and expectations include our adjusted operating income target that we expect to achieve by the end of fiscal 2018. Due to uncertainties in projecting Certain Items, we cannot provide a quantitative reconciliation of these non-GAAP measures to the most directly comparable GAAP measures without unreasonable effort. However, we would expect to calculate these adjusted results in the same manner as the reconciliations provided for the historical periods that are presented herein. The impact of future Certain Items could cause projected non-GAAP amounts to differ significantly from our GAAP results.

Liquidity and Capital Resources

Highlights

Comparisons of the cash flows from the first quarter of fiscal 2018 to the first quarter of fiscal 2017:

• Cash flows from operations were $82.8 million in 2018, compared to $253.9 million in 2017;

• Capital expenditures totaled $136.3 million in 2018, compared to $142.3 million in 2017;

• Free cash flow was negative $51.8 million in 2018, compared to $115.9 million in 2017 (see “Non-GAAP Reconciliations” below under the heading “Free Cash Flow”);

• Commercial paper issuances and net bank borrowings were $745.1 million in 2018, compared to $442.8 million of commercial paper issuances and bank borrowings in 2017;

• Dividends paid were $174.9 million in 2018, compared to $173.3 million in 2017; and

• Cash paid for treasury stock repurchases was $550.1 million in 2018, compared to $600.1 million in 2017.

Sources and Uses of Cash

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

• working capital requirements;

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

• return of capital to shareholders, including cash dividends and share repurchases;

• acquisitions compatible with our overall growth strategy;

• contributions to our various retirement plans; and

• debt repayments.

Any remaining cash generated from operations may be invested in high-quality, short-term instruments. As a part of our ongoing strategic analysis, we regularly evaluate business opportunities, including potential acquisitions and sales of assets and

33

businesses, and our overall capital structure. Any transactions resulting from these evaluations may materially impact our liquidity, borrowing capacity, leverage ratios and capital availability.

We continue to generate substantial cash flows from operations and remain in a strong financial position; however, our liquidity and capital resources can be influenced by economic trends and conditions that impact our results of operations.  We believe our mechanisms to manage working capital, such as credit monitoring, optimizing inventory levels and maximizing payment terms with vendors, and our mechanisms to manage the items impacting our gross profits have been sufficient to limit a significant unfavorable impact on our cash flows from operations.  We believe these mechanisms will continue to prevent a significant unfavorable impact on our cash flows from operations.  Seasonal trends also impact our cash flows from operations and free cash flow, as we use more cash earlier in the fiscal year and then see larger, sequential quarterly increases throughout the remainder of the year. As of September 30, 2017, we had $909.2 million in cash and cash equivalents, approximately 76.0% of which was held by our international subsidiaries generated from our earnings of international operations.  If these earnings were transferred among countries or repatriated to the U.S., such amounts may be subject to additional tax obligations; however, we do not currently anticipate the need to repatriate this cash.

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

• our cash flows from operations;

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

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

Due to our strong financial position, we believe that we will continue to be able to effectively access the commercial paper market and long-term capital markets, if necessary.

Cash Flows

Operating Activities

We generated $82.8 million in cash flows from operations in the first quarter of fiscal 2018, compared to cash flows of $253.9 million in the first quarter of fiscal 2017. This decrease of $171.2 million year-over-year was largely due to working capital, partially offset by a favorable comparison on accrued expenses and higher operating results.

Changes in working capital, specifically accounts receivable, inventory and accounts payable, had a negative impact of $340.5 million on the period-over-period change in cash flow from operations. This was primarily from working capital investments in support of sales growth.

The positive comparison on accrued expenses was primarily due to a $70.8 million decrease in other accruals, such as corporate business technology accruals and earned rebate accruals. There was also a $55.5 million decrease in accrued interest and a $47.8 million decrease from incentive payments. Our annual incentive payments from the prior fiscal year are paid in the first quarter of each fiscal year. Our fiscal 2017 performance resulted in lower incentive payments, paid in the first quarter of fiscal 2018, as compared to our payments in the first quarter of fiscal 2017, that resulted from our fiscal 2016 performance.

Normally, our U.S. tax payments are greater in the second quarter than the first quarter of each fiscal year. In fiscal 2018, due to relief provided in connection with the impact of Hurricane Harvey, our tax payments will not be made until our third quarter of fiscal 2018, resulting in a one quarter deferral of approximately $300 million.

Seasonal trends also impact our cash flows from operations, as we use more cash earlier in the fiscal year and then see larger, sequential quarterly increases throughout the remainder of the year. We believe our operating cash flows for fiscal 2018 will be generally consistent with the results achieved in fiscal 2017.

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Investing Activities

Our capital expenditures in the first quarter of fiscal 2018 primarily consisted of facility replacements and expansions, fleet, technology and warehouse equipment, including supply chain opportunities involving Sysco Europe. Our capital expenditures in the first quarter of fiscal 2018 were higher by $6.0 million as compared to the first quarter of fiscal 2017.

During the first quarter of fiscal 2018, we had no acquisitions.

Free Cash Flow

Free cash flow represents net cash provided from operating activities, less purchases of plant and equipment, plus proceeds from sales of plant and equipment.  Sysco considers free cash flow to be a non-GAAP liquidity measure that provides useful information to management and investors about the amount of cash generated by the business after the purchases and sales of buildings, fleet, equipment and technology, which may potentially be used to pay for, among other things, strategic uses of cash, including dividend payments, share repurchases and acquisitions.  However, free cash flow may not be available for discretionary expenditures, as it may be necessary that we use it to make mandatory debt service or other payments.  Our free cash flow for the first quarter of fiscal 2018 decreased by $167.7 million, to negative $51.8 million, as compared to the first quarter of fiscal 2017, principally as a result of a year-over-year increase in receivables and inventory, as well as a decrease in accounts payable.

Free cash flow should not be used as a substitute for the most comparable GAAP measure in assessing the company’s liquidity for the periods presented.  An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP.  In the table that follows, free cash flow for each period presented is reconciled to net cash provided by operating activities.

	13-Week Period Ended Sep. 30, 2017			13-Week Period Ended Oct. 1, 2016
	(In thousands)
Net cash provided by operating activities (GAAP)	$	82,775		$	253,942
Additions to plant and equipment	(136,261		)	(142,255		)
Proceeds from sales of plant and equipment	1,722			4,261
Free Cash Flow (Non-GAAP)	$	(51,764	)	$	115,948

Seasonal trends also impact our free cash flow, as we use more cash earlier in the fiscal year and then see larger, sequential quarterly increases throughout the remainder of the year. We believe our free cash flow for fiscal 2018 will be generally consistent with the results achieved in fiscal 2017 and, therefore, anticipate that we will experience free cash flow growth over the remainder of the fiscal year.

Financing Activities

Equity Transactions

Proceeds from exercises of share-based compensation awards were $57.1 million in the first quarter of fiscal 2018, as compared to $32.3 million in the first quarter of fiscal 2017. The level of option exercises, and thus proceeds, will vary from period to period and is largely dependent on movements in our stock price and the time remaining before option grants expire.

We routinely engage in share repurchase programs.  The number of shares acquired and their cost during the first quarter of fiscal 2018 were 10.5 million shares for $550.1 million, with 11.1 million shares repurchased in the first quarter of fiscal 2017 for $600.1 million. We repurchased 1.4 million additional shares for $77.0 million through October 13, 2017. In February 2017, our Board of Directors approved a repurchase program authorizing the repurchase of shares of the company’s common stock not to exceed $1.0 billion through the end of fiscal 2019. This repurchase program is intended to allow Sysco to continue offsetting dilution resulting from shares issued under the company’s benefit plans. All share repurchases in the first quarter of fiscal 2018 were done under this authorization. The number of shares we repurchase during the remainder of fiscal 2018 will be dependent on many factors, including the level of future stock option exercises, as well as competing uses for available cash. At this time, we do not expect our repurchase activity to match the pace of repurchases that occurred in the first quarter of fiscal 2018.

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Dividends paid in the first quarter of fiscal 2018 were $174.9 million, or 0.33 per share, as compared to $173.3 million, or $0.31 per share, in the first quarter of fiscal 2017.  In July 2017, we declared our regular quarterly dividend for the first quarter of fiscal 2018 of $0.33 per share, which was paid in October 2017.

Debt Activity and Borrowing Availability

Our debt activity, including issuances and repayments, and our borrowing availability is described in Note 7, "Debt." Our outstanding borrowings at September 30, 2017, and repayment activity since the close of the first quarter of fiscal 2018, are disclosed within that note.  Updated amounts through October 13, 2017, include:

• $959.8 million outstanding from our commercial paper program; and

• No amounts outstanding from the credit facility supporting the company’s U.S. commercial paper program.

During the first quarter of fiscal 2018 and 2017, our aggregate commercial paper issuances and short-term bank borrowings had weighted average interest rates of 1.40% and 0.62%, respectively.

Included in current maturities of long-term debt as of September 30, 2017 are the 5.25% senior notes totaling $500.0 million, which mature in February 2018. It is our intention to fund the repayment of these notes at maturity through cash on hand, cash flow from operations, issuances of commercial paper, issuances of senior notes or a combination thereof.

Contractual Obligations

Our 2017 Form 10-K contains a table that summarizes our obligations and commitments to make specified contractual future cash payments as of July 1, 2017. Since July 1, 2017, there have been no material changes to our specified contractual obligations.

Critical Accounting Policies and Estimates

Critical accounting policies and estimates are those that are most important to the portrayal of our financial position and results of operations.  These policies require our most subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain.  We have reviewed with the Audit Committee of the Board of Directors the development and selection of the critical accounting policies and estimates and this related disclosure. Our most critical accounting policies and estimates pertain to the company-sponsored pension plans, income taxes, goodwill and intangible assets and share-based compensation, which are described in Item 7 of our 2017 Form 10-K.

In the first quarter of fiscal 2018, two reporting units within Ireland combined as a result of the integration of Sysco’s Ireland operations with the Ireland operations acquired in the Brakes Acquisition. As a result of this combination, the company performed an interim impairment test of the goodwill attributable to these reporting units. Each of the reporting units was tested separately using qualitative assessments. A quantitative test was completed for the combined reporting unit and no impairment charges were applicable.

Our estimates of fair value contain uncertainties requiring management to make assumptions and to apply judgment to estimate industry economic factors and the profitability of future business strategies. Actual results could differ from these assumptions and projections, resulting in the company revising its assumptions and, if required, recognizing an impairment loss.  There was no impairment recorded as a result of assessment in the first quarter of fiscal 2018. We do not believe the estimates used in the analysis are reasonably likely to change materially in the future, but we will continue to assess the estimates in the future based on the expectations of the combined reporting unit.

Forward-Looking Statements

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

• consumer confidence;

36

• expectations with respect to achieving our three-year financial targets;

• expectations regarding future fuel costs;

• anticipated earnings growth in our for our International Foodservice Operations;

• the impact of general economic conditions on our business and our industry, including general macroeconomic conditions in the United States;

• changes in future depreciation expense;

• expectations regarding our effective tax rate;

• expectations regarding multi-unit customer growth;

• expectations regarding the calculation of adjusted return on invested capital;

• Sysco’s expectations regarding cash held by international subsidiaries, including our need to repatriate cash held outside of the United States in a tax-efficient manner;

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

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

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

• our expectations regarding the impact of seasonal trends on cash flow from operations and free cash flow;

• our expectations regarding cash flow growth;

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

• our expectations regarding share repurchases.

These statements are based on management’s current expectations and estimates; actual results may differ materially due in part to the risk factors set forth below and those discussed in Item 1A of our 2017 Form 10-K:

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

• risks related to unfavorable conditions in the U.S. economy and local markets and the impact on our results of operations and financial condition;

• the risks related to our efforts to meet our long-term strategic objectives, including the risk that these efforts may not provide the expected benefits in our anticipated time frame, if at all, and may prove costlier than expected; the risk that the actual costs of any initiatives may be greater or less than currently expected; and the risk of adverse effects to us if past and future undertakings and the associated changes to our business do not prove to be cost effective or do not result in the level of cost savings and other benefits that we anticipated;

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

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

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

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

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

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

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

37

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

• the potential impact of product liability claims;

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

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

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

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

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

• the risk that the U.K.’s anticipated exit from the European Union, commonly referred to as Brexit, may adversely impact our operations in the U.K., including those of the Brakes Group;

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

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

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

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

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

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

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

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

For a more detailed discussion of factors that could cause actual results to differ from those contained in the forward-looking statements, see the risk factors discussion contained in Item 1A of our 2017 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our market risks consist of interest rate risk, foreign currency exchange rate risk, fuel price risk and investment risk.  For a discussion on our exposure to market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risks” in our 2017 Form 10-K. There have been no significant changes to our market risks since July 1, 2017, except as noted below.

Interest Rate Risk

At September 30, 2017, there were $864.8 million in commercial paper issuances outstanding.  Total debt as of September 30, 2017 was $9.0 billion, of which approximately 65% was at fixed rates of interest, including the impact of our interest rate swap agreements.

Fuel Price Risk

Due to the nature of our distribution business, we are exposed to potential volatility in fuel prices.  The price and availability of diesel fuel fluctuates due to changes in production, seasonality and other market factors generally outside of our control. Increased fuel costs may have a negative impact on our results of operations in three areas. First, the high cost of fuel can negatively

38

impact consumer confidence and discretionary spending and thus reduce the frequency and amount spent by consumers for food-away-from-home purchases. Second, the high cost of fuel can increase the price we pay for product purchases and we may not be able to pass these costs fully to our customers. Third, increased fuel costs impact the costs we incur to deliver product to our customers. During the first quarter of fiscal 2018 and fiscal 2017, fuel costs related to outbound deliveries represented approximately 0.5% of sales in both periods.

We use diesel fuel swap contracts to fix the price of a portion of our projected monthly diesel fuel requirements.  As of September 30, 2017, we had diesel fuel swaps with a total notional amount of approximately 40 million gallons through June 2018.  These swaps will lock in the price of approximately 55% to 60% of our projected fuel purchase needs for fiscal 2018. Additional swaps have been entered into for hedging activity in fiscal 2019. As of September 30, 2017, we had diesel fuel swaps with a total notional amount of approximately 9 million gallons specific to fiscal 2019. Our remaining fuel purchase needs will occur at market rates unless contracted for a fixed price or hedged at a later date.

Item 4.  Controls and Procedures

Sysco’s management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2017.  The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required disclosure.  Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  Sysco’s disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives.  Based on the evaluation of our disclosure controls and procedures as of September 30, 2017, 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 fiscal quarter ended September 30, 2017, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

None

Item 1A.  Risk Factors

The information set forth in this report should be read in conjunction with the risk factors discussed in Item 1A of our Annual Report on Form 10-K for the year ended July 1, 2017.

Item 2.  Unregistered Sales of Equity Securities and Use ofProceeds

Recent Sales of Unregistered Securities

None

Issuer Purchases of Equity Securities

We made the following share repurchases during the first quarter of fiscal 2018:

ISSUER PURCHASES OF EQUITY SECURITIES
Period	(a) Total Number of Shares Purchased(1)	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
Month #1
July 2 - July 29	2,119,371	$	50.26	2,119,371	—
Month #2
July 30 - August 26	2,514,164	51.72		2,514,164	—
Month #3
August 27 - September 30	5,905,416	53.12		5,902,593	—
Total	10,538,951	$	52.21	10,536,128	—

⁽¹⁾ The total number of shares purchased includes 0, 0 and 2,823 shares tendered by individuals in connection with stock option exercises in Month #1, Month #2 and Month #3, respectively.

We routinely engage in share repurchase programs. In February 2017, our Board of Directors approved a repurchase program authorizing the repurchase of shares of the company’s common stock not to exceed $1.0 billion through the end of fiscal 2019. This repurchase program is intended to allow Sysco to continue offsetting dilution resulting from shares issued under the company’s benefit plans. This share repurchase program was approved using a dollar value limit and, therefore, is not included in the table above for “Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs.”

We repurchased 10.5 million shares during the first quarter of fiscal 2018, resulting in a remaining authorization under this program of approximately $438.3 million. We purchased 11.1 million shares in the first quarter of fiscal 2017. We purchased 1.4 million additional shares under these authorizations through October 13, 2017. The number of shares we repurchase during the remainder of fiscal 2018 will be dependent on many factors, including the level of future stock option exercises, as well as competing uses for available cash. For the remainder of fiscal 2018, we do not expect our repurchase activity to match the pace of repurchases that occurred in the first quarter of fiscal 2018.

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Mine Safety Disclosures

Not applicable

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Item 5.  Other Information

None

Item 6.  Exhibits

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

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SIGNATURES

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

		Sysco Corporation
		(Registrant)
Date: November 9, 2017	By:	/s/ WILLIAM J. DELANEY
		William J. DeLaney
		Chief Executive Officer
Date: November 9, 2017	By:	/s/ JOEL T. GRADE
		Joel T. Grade
		Executive Vice President and
		Chief Financial Officer
Date: November 9, 2017	By:	/s/ ANITA A. ZIELINSKI
		Anita A. Zielinski
		Senior Vice President and
		Chief Accounting Officer

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EXHIBIT INDEX

3.1	—	Restated Certificate of Incorporation, incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).
3.2	—	Certificate of Amendment to Restated Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(e) to Form 10-Q for the quarter ended December 27, 2003 (File No. 1-6544).
3.3	—	Form of Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(c) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).
3.4	—	Amended and Restated Bylaws of Sysco Corporation dated August 26, 2016, incorporated by reference to Exhibit 3.2 to Form 8-K filed on August 31, 2016 (File No. 1-6544).
10.1#†	—	Sysco Corporation Fiscal 2018 Management Incentive Program (MIP) For Corporate MIP Bonus-eligible Positions adopted effective July 27, 2017.
10.2#†	—	Form of Performance Share Unit Grant Agreement (Fiscal Year 2018) for executive officers under the Sysco Corporation 2013 Long-Term Incentive Plan.
10.3#†	—	Form of Stock Option Grant Agreement (Fiscal Year 2018) for executive officers under the Sysco Corporation 2013 Long-Term Incentive Plan.
10.4†	—	Transition and Retirement Agreement dated July 17, 2017, between Sysco Corporation and William J. DeLaney, incorporated by reference to Exhibit 10.54 to Form 10-K for the year ended July 1, 2017 (File No. 1-6544).
12.1#	—	Statement regarding Computation of Ratio of Earnings to Fixed Charges.
31.1#	—	CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2#	—	CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1#	—	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2#	—	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1#	—	The following financial information from Sysco Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the SEC on November 9, 2017, formatted in XBRL includes:  (i) Consolidated Balance Sheets as of September 30, 2017, July 1, 2017 and October 1, 2016, (ii) Consolidated Results of Operations for the thirteen week period ended September 30, 2017 and October 1, 2016, (iii) Consolidated Statements of Comprehensive Income for the thirteen week period ended September 30, 2017 and October 1, 2016, (iv) Consolidated Cash Flows for the thirteen week period ended September 30, 2017 and October 1, 2016, and (v) the Notes to Consolidated Financial Statements.

___________

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

# Filed herewith

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EX-10.1

Exhibit 10.1

Fiscal 2018 Management Incentive Program (MIP)

For Corporate MIP Bonus-eligible Positions

Adopted July 27, 2017

This SYSCO CORPORATION FISCAL 2018 MANAGEMENT INCENTIVE PROGRAM FOR CORPORATE MIP BONUS-ELIGIBLE PARTICIPANTS (the “Program”) was adopted pursuant to the Sysco Corporation 2013 Long-Term Incentive Plan (the “Plan”) by the Committee (as defined in the Plan) of Sysco Corporation (the “Company”) on July 27, 2017, and shall be effective for the Company’s fiscal year ending June 30, 2018 (the “Program Year”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

1.Participants. For purposes of this Program, “Senior Officer” shall mean the Company’s Chief Executive Officer, the Company’s Chief Financial Officer or an Executive Vice-President of the Company. The Participants in this Program are grouped as follows:

(A)    Corporate MIP Bonus-eligible Participants: Those persons who serve in a Corporate MIP Bonus-eligible position and are designated by a Senior Officer as eligible to participate in the Program.

(B)    Senior Executive Participants: Corporate MIP Bonus-eligible Participants who are “covered employees” of the Company within the meaning of Code Section 162(m) and Treasury Regulation 1.162-27(c)(2) (or any successor statute, any regulatory section, or any administrative interpretation thereof) for the Program Year. If it is determined that a Participant is a Senior Executive Participant for the Program Year, such Participant’s bonus shall be calculated subject to any and all restrictions applicable to Senior Executive Participants under the Plan and this Program for the Program Year.

Once a person is designated as a Participant in this Program, the Committee may remove the Participant as a Participant in this Program with or without cause at any time during the Program Year, and the Participant shall not be entitled to any bonus under this Program for the Program Year regardless of when during the Program Year such Participant is removed.

2.    Definitions.

(A)     For calculation of a performance bonus the applicable metrics are defined as follows:

(i)    Operating Income: Means the Operating Income expressed as a dollar value, as it may be adjusted pursuant to Section 3(B), for the Program Year.

(ii)    Gross Profit Dollars Growth and US Broadline and Canadian Broadline Total Case Growth: Means Gross Profit Dollars Growth and US and Canadian Broadline Case Growth expressed as a percentage and computed by comparing gross profit dollars and total cases for US Broadline and Canadian Broadline, as they may be adjusted pursuant to Section 3(B), for the Program Year to target gross profit dollars and the target total case growth for US Broadline and Canadian Broadline in the Fiscal 2018 Profit Plan, as they may be adjusted pursuant to Section 3(B).

(iii)    Strategic Bonus Objectives: Means key goals for the Program Year, as established by the Committee and as set forth in the Participant’s performance objectsives.

(iv)    Operating Income Bonus Percentage: Means the percentage determined from Table A - Operating Income, which is computed by comparing Operating Income for the Program Year to the target Operating Income for the Program Year in the the Fiscal 2018 Profit Plan.

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(v)    Gross Profit Dollar Growth and US Broadline and Canadian Broadline Case Growth Bonus Percentage: Means the percentage determined from Table A –Gross Profit Dollar Growth and US Broadline and Canadian Broadline Cases Growth, attached hereto, which is computed by comparing the Gross Profit Dollar Growth for the Program Year and the US Broadline and Canadian Broadline Total Case Growth for the Program Year to the target Gross Profit Dollar Growth for the Program Year and the target US Broadline and Canadian Broadline Case Growth from the Fiscal 2018 Profit Plan.

(vi)    Strategic Bonus Objective Bonus Percentage: Means the percentage determined from Table A – Strategic Bonus Objectives, attached hereto, which coincides with Participant’s achievement of Strategic Bonus Objectives for the Program Year.

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

(C)    Bonus Target Amount: Means a Participant’s Target Annual Incentive Bonus Percentage for the Program Year multiplied by the Participant’s base salary as of the end of the relevant Program Year.

(D)    Bonus for a Corporate MIP Bonus-eligible Position: Means the sum of the Company Performance Bonus for a MIP Bonus-eligible Position and the SBO Performance Bonus for a Corporate MIP Bonus-eligible Position.

(E)    Performance Bonus for a Corporate MIP Bonus-eligible Position: As defined in Section 3(A)(i) hereof.

(F)    GAAP Change Year: As defined in Section 3(C)(i) hereof.

(G)    SBO Performance Bonus for a Corporate MIP Bonus-eligible Position: As defined in Section 3(A)(ii) hereof.

(H)    Rate Change Year: As defined in Section 3(C)(iii) hereof.

(I)    Target Bonus Percentage: The percentage set forth in the Participant’s bonus letter for the Program Year.

3.Calculation of Bonus.

(A)     Bonus Formula. The Bonus for a Corporate MIP Bonus-eligible Position for the Program Year shall be based 75% on financial performance of the Company and 25% on an individual Participant’s performance with respect to Strategic Bonus Objectives, and shall be equal to the sum of the (i) and (ii), calculated as follows:

(i)Performance Bonus for a Corporate MIP Bonus-eligible Position. The Company Performance Bonus for a MIP Bonus-eligible Position shall be equal to the sum of the following:

(AA)    Operating Income Bonus –

Participant’s Bonus Target Amount X Operating Income Bonus Percentage X 50% = Operating Income Bonus

(BB) Gross Profit Dollars Growth and US Broadline and Canadian Broadline Total Case Growth Bonus –

Participant’s Bonus Target Amount X Gross Profit Dollars Growth and US Broadline and Canadian Broadline Cases Growth Bonus Percentage X 25% = Gross Profit Dollars Growth and US Broadline and Canadian Broadline Cases Growth Bonus

(ii)SBO Performance Bonus for a MIP Bonus-eligible Position. The SBO Performance Bonus for a MIP Bonus-eligible Position shall be determined based on the Participant’s achievement of the specified SBOs, and shall be equal to the sum of the following:

(CC)     Strategic Bonus Objective Bonus –

Participant’s Bonus Target Amount X SBO Bonus Percentage X 25% = SBO Bonus

Each of the above components of the Bonus for a MIP Bonus-eligible Position shall be calculated and awarded independently. Each metric based on financial performance has a possible payout between 0% and 200%, depending on actual performance relative to established targets. SBO Performance Bonus has a possible payout of between 0% and 150%, depending on actual performance relative to established targets. If performance for the Program Year with respect to a component does not meet Threshold, a Participant will not receive any bonus with respect to that component. If performance for the Program Year is between Threshold and Maximum, the amount of bonus earned with respect to that component will be determined as set forth on the applicable Table A attached to this Program. Prior to the date that is ninety (90) days after the beginning of the Program Year, the Committee shall determine the Threshold, Target and Maximum performance metrics and the respective payout percentages to be set forth on Table A for the Company.

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

(i)    Multi-Employer Pension Adjustments. Adjustments resulting from the Company’s or an Operating Company’s complete or partial withdrawal from a multi-employer pension plan sponsored by a third

party in which the Company or an Operating Company participates (“Pension Adjustments”). The amount of any such adjustment shall be determined in accordance with GAAP. Pension Adjustments shall initially be excluded from the calculation of the performance metrics used to determine Participants’ bonuses under this Program; provided however, the Committee may include all or any portion of such Pension Adjustments in the determination of a Participant’s bonus hereunder in its discretion, provided such inclusion shall not apply to a Senior Executive Participant unless the Committee determines that the inclusion of all or any portion of such Pension Adjustments will not impact the Company’s ability to deduct the bonus payable to a Senior Executive Participant under this Program under Section 162(m) of the Code.

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

(iii)     Acquisitions and Divestitures. All or any portion of operating results, acquisition and divestiture expenses (including any applicable break up fees), acquisition debt, if any, and any gains or losses relating to or resulting from (AA) an acquisition by the Company of stock (or other equity interest) or substantially all of the assets of a corporation, partnership, limited liability company or other entity for a purchase price in excess of $100 million; and (BB) a divestiture of an Operating Company or operating division of the Company (or substantially all of the assets thereof) for a sale price in excess of $100 million may be excluded from the determination of the Company Performance Bonus under this Program; provided however, such exclusion shall not apply to a Senior Executive Participant unless the Committee determines that the exclusion of all or any portion of such adjustments will not impact the Company’s ability to deduct the bonus payable to a Senior Executive Participant under this Program under Section 162(m) of the Code.

(iii)    Foreign Exchange Rate Fluctuations. Variance of actual foreign exchange rates during the Program Year versus projected foreign exchange rate assumptions used in the development of operational targets in the Fiscal 2018 Profit Plan.

(iv)    Certain Other Events. Notwithstanding the foregoing, the Committee may include or exclude from the determination of a Participant’s bonus hereunder the results of certain other extraordinary or non-recurring items not otherwise contemplated by this Section (B), and expenses related to acquisitions by, or restructuring of, the Company and its subsidiaries (whether or not such expenses are extraordinary or non-recurring); provided however, such inclusion or exclusion of results shall not apply to a Senior Executive Participant unless the Committee determines that the inclusion or exclusion of such extraordinary items will not impact the Company’s ability to deduct the bonus payable to a Senior Executive Participant under this Program under Section 162(m) of the Code.

(C)    General Rules Regarding Bonus Calculation.

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

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

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

4.    Payment. Within ninety (90) days following the end of the Program Year, the Company shall determine, and, in the case of Senior Executive Participants, the Committee shall approve, the amount of any bonus earned by each Participant under this Program. Such bonus shall be payable in the manner, at the times and in the amounts provided in the Plan.

5.    Clawback of Bonus. In accordance with the Company’s incentive payment clawback policy, in the event of a restatement of financial results (other than a restatement due to a change in accounting policy) within thirty-six (36) months of the payment of a bonus under this Program, if the Committee or the Company determines in its sole and absolute discretion, that the bonus paid to a Participant under the Program for the Program Year would have been lower had it been calculated based on such restated results (the “Adjusted MIP Bonus”), then the Committee or the Company shall, subject to applicable governing law, recoup from such Participant, in such form and at such time as the Committee or the Company determines in its sole and absolute discretion, the difference between the amount previously paid to such Participant pursuant to this Program (without regard to amounts deferred by such Participant under the Company’s executive benefit plans) and the Adjusted MIP Bonus.

6.    Provisions Applicable to Senior Executive Participants.

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

(B)    Limitation on Amendments. Notwithstanding anything to the contrary contained herein, any amendments made to this Program after the date that is ninety (90) days after the beginning of the Program Year shall not apply to the Senior Executive Participants unless the Committee determines that such amendment will not impact the Company’s ability to deduct the bonus payable to a Senior Executive Participant under Section 162(m) of the Code.

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

8.    Treatment Upon Change in Control.

(A)    Notwithstanding anything to the contrary contained herein, and in lieu of any other payments due hereunder other than pursuant to this Section 8, within ninety (90) days following the date on which a Change in Control (as defined in Section 1.2(f) of the Plan) has occurred, each person who was a Participant at the time of the Change in Control shall be paid a cash bonus hereunder, equal to the following (subject to reduction in the case of certain severance payments, as set forth below): the product of (i) a fraction equal to the number of days in the Performance Period in which the Change in Control occurs up to and including the date of the Change in Control divided by 365, and (ii) the bonus that would have been paid under this Plan, calculated using a Performance Goal equal to the product of (i) performance through and including the end of the most recently completed fiscal quarter occurring prior to and in the same Performance Period as the Change in Control (the “Measurement Date”), calculated in accordance with generally accepted accounting principles, if applicable, and (b) a fraction, the numerator of which is 365 and the denominator of which is the number of days in such Performance Period up to and including the Measurement Date.

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

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

9.    Delegation of Authority. Pursuant to Section 2.3 of the Plan, the Committee hereby delegates discretionary authority granted to the Committee under this Program as well as under the Plan, including but not limited to the authority to determine the target, minimum and maximum performance levels applicable to Participants and the

Company and the related payout percentages subject to the maximum bonus levels set forth in Section 3(c)(ii) of this Program, to the Senior Officers and each of them individually, except as to Senior Executive Participants.

CONFIDENTIAL

TABLE A

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

EX-10.2

Exhibit 10.2

PERFORMANCE SHARE UNIT AGREEMENT

Pursuant to the Sysco Corporation 2013 Long-Term Incentive Plan

For Performance Period FY2018 - FY2020

Sysco Corporation (the “Company”) hereby agrees to award to you (the “Grantee”) performance-based Restricted Stock Units (“PSUs”) in accordance with and subject to the terms, conditions and restrictions of this Performance Share Unit Agreement, including any country-specific provisions for the Grantee’s country in Appendix A attached hereto (“Appendix A”, together with Appendix B and the Performance Share Unit Agreement, the “Agreement”). Except as otherwise provided in Section 3 below in the event of the Grantee’s death, the PSUs hereby awarded (the “Award”) shall be settled in the form of shares of Stock with each PSU earned being settled for one share of Stock, but until such settlement, the Award will be denominated in PSUs. Any PSUs earned will be settled, and the corresponding shares of Stock will be issued to the Grantee, on the date set forth below (“Payment Date”) if the conditions described in this Agreement are satisfied. The number of PSUs subject to this Agreement is expressed as a Target Award, subject to modification based on actual performance. The number of PSUs subject to the Target Award is set forth in the records of the Company and has been communicated to the Grantee either (1) directly to the Grantee by the Company, or (2) electronically by the Company to the Grantee through the website of a third party administrator engaged by the Company. This Award is made under the terms of the Sysco Corporation 2013 Long-Term Incentive Plan (the “Plan”), the terms of which are incorporated into this Agreement.

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

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

Performance Period	July 2, 2017 to June 27, 2020
Performance Certification Date	The date of the first regularly scheduled Compensation Committee meeting following the completion of final financial statements for the Performance Period
Payment Date	The first day of the month following the Performance Certification Date, currently anticipated to be September 1, 2020, or as soon as administratively possible thereafter, but no later than September 30, 2020.

Performance Criteria: The performance criteria shown in Appendix B (“Performance Criteria”) must be met for any Stock to be issued pursuant to an Award under this Agreement. Subject to compliance with Section 162(m) of the Code, if applicable, there may be different performance criteria for different business, geographic or other organizational units that is not shown on Appendix B. The performance criteria that apply originally shall be based on the business, geographic or other organizational unit in which a Grantee is employed on the date the Award is granted. Subject to compliance with Section 162(m), if applicable, should the Grantee move to a different business, geographic or organizational unit, or to an Affiliated Company, during the Performance Period, proration or adjustments shall be made pursuant to guidelines established by the Company from time to time. The number of shares of Stock that may be issued on the Payment Date shall be determined based upon the Target Award and the schedule shown in Appendix B, subject to Sections 1 and 3, and in the case of transfer, to the above-mentioned guidelines.

TERMS AND CONDITIONS OF THIS AGREEMENT

(1) General Conditions. This Award is in the form of PSUs that settle in Stock on the Payment Date, except as otherwise provided in Section 3 below in the event of the Grantee’s death. If the conditions set forth in this Agreement are satisfied, the number of shares of Stock earned based on actual performance achieved will be

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calculated as of the Certification Date and issued to the Grantee on the Payment Date. If these conditions are not satisfied, the Award shall be forfeited. Capitalized terms in this Agreement refer to defined terms in the Plan, except as otherwise defined herein.

(a)    Continuous Employment. Except as provided in Section 3 or in Appendix A, the Stock shall be issued on the Payment Date only if the Grantee is continuously employed by the Company, or if different, the Grantee’s employer (the “Employer”), or an Affiliated Company from the award date until the end of the Performance Period.

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

(2) Stock, Dividends and Voting Rights.

(a)    Issuance of Stock and Voting Rights. On the Payment Date, or as otherwise provided in Section 3 below in the event of the Grantee’s death, the number of shares of Stock equal to the number of PSUs earned based on the Performance Criteria shall be issued to the Grantee, provided all conditions set forth in Section 1 above are satisfied. Except as provided herein and in Section 3 below in the event of the Grantee’s death, the Award shall be settled in shares of Stock. Notwithstanding the foregoing, if the Grantee works or resides outside the United States, the Company may, in its sole discretion, settle the PSUs in the form of a cash payment to the extent settlement in shares of Stock: (i) is prohibited under local law, (ii) would require the Grantee, the Company or any of its Subsidiaries to obtain the approval of any governmental and/or regulatory body in the Grantee’s country, or (iii) is administratively burdensome. Alternatively, the Company may, in its sole discretion, settle the PSUs in shares of Stock but require the Grantee to sell such shares of Stock immediately or within a specified period following the Grantee’s termination of employment (in which case, this Agreement shall give the Company the authority to issue sales instructions on the Grantee’s behalf). Prior to the Payment Date, the Grantee shall have no rights with respect to the shares of Stock, including but not limited to rights to sell, vote, exchange, transfer, pledge, hypothecate or otherwise dispose of the Stock. In addition, prior to the Payment Date, the Grantee shall not be entitled to receive dividends and shall not have any other rights with respect to the Stock.

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

(3) Employment Events.

(a) Subject to the attached Appendix A, if any of the employment events listed below occur prior to the Payment Date, the terms of this subparagraph shall apply. The following table describes the result depending

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on the nature of the Grantee’s termination of employment, or other employment event, and the timing of the same. In the event of the Grantee’s termination of employment prior to the Payment Date for reasons other than those set forth below, the Award shall be forfeited.

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

¹ In the case of other leaves of absence not specified above, including any leaves that extend beyond 12 months, the Grantee will be deemed to have terminated employment on the date that the leave commences (so that the Award will be forfeited as of such date), unless the Committee identifies a valid business interest in doing otherwise, in which case

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it may specify what provisions it deems appropriate at its sole discretion; provided that the Committee shall have no obligation to consider any such matters.

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

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

(6) Responsibility for Taxes.

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

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

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

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

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

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

(c)    Notwithstanding the foregoing in Section 6(b) of the Agreement, the Company, the Employer or their respective agents, as applicable, intend to withhold shares of Stock to be issued upon settlement of the Award having a Fair Market Value that is sufficient to satisfy the Tax-Related Items, unless the Grantee pays the applicable withholding amount in cash prior to any relevant taxable or tax withholding event, in accordance with procedures established by the Company, the Employer or their respective agents, as applicable. Further, if the Grantee is subject to Section 16 of the Exchange Act pursuant to Rule 16a-2 promulgated thereunder, the Company will withhold in shares of Stock unless the use of such withholding method is problematic under applicable law or has materially adverse accounting or tax consequences, in which case, the withholding obligation may be satisfied by one or a combination of methods set forth in Section 6(b)(1) and (2) above.

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

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

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

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

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

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

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

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

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

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

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(9) Modification of Agreement. If any of the terms of this Agreement may, in the opinion of the Company, conflict or be inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, the Company reserves the right to modify this Agreement to be consistent with applicable laws or regulations. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought, except where specifically provided to the contrary herein.

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

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

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

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the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative.

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

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

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

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

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

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

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

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

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

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

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shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;

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

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

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

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

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

(14) Definitions. For purposes of this Agreement:

(a)    “Retirement in Good Standing” means:

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

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

(b)    “Disability” means:

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

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

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

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

(16) Language. If the Grantee has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

(17) Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

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

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

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

(21) Insider Trading Restrictions/Market Abuse Laws. The Grantee acknowledges that, depending on the Grantee’s country of residence, the Grantee may be subject to insider trading restrictions and/or market abuse laws, which may affect the Grantee’s ability to acquire or sell shares of Stock or rights to shares of Stock (e.g., Awards) under the Plan during such times as the Grantee is considered to have “inside information” regarding the Company (as defined by the laws in the Grantee’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy. The Grantee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Grantee is advised to speak to his or her personal advisor on this matter.    

(22) Mobility. If, during the course of the Grantee’s employment with the Company or any of its Subsidiaries or during the provision of services to the Company or any of its Subsidiaries, the Grantee relocates to another jurisdiction, the Company reserves the right to modify the terms of this Agreement and/or impose other requirements on the Grantee’s participation in the Plan, on the PSUs and on any shares of Stock acquired

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under the Plan, to the extent the Company or any of its Subsidiaries determine it is necessary or advisable to comply with local law, rules and/or regulations or to facilitate the operation and administration of the PSU and the Plan, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Grantee agrees to take any and all actions, and consents to any and all actions taken by the Company and its Subsidiaries, as may be required to allow the Company and its Subsidiaries to comply with local laws, rules and regulations in the Grantee’s country of residence (or employment, if different).

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

                                Sysco Corporation

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

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APPENDIX A

PERFORMANCE SHARE UNIT AGREEMENT

Pursuant to the Sysco Corporation 2013 Long-Term Incentive Plan

For Performance Period FY2017 - FY2019

Terms and Conditions

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

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

Notifications

This Appendix also includes information regarding securities, exchange control and certain other tax or legal issues of which the Grantee should be aware with respect to the Grantee’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of August 2017. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the information in this Appendix as the only source of information relating to the consequences of the Grantee’s participation in the Plan because the information may be out of date when the Award vests, Stock are issued to the Grantee and/or the Grantee sells Stock acquired under the Plan.

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

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

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UNITED STATES OF AMERICA

Terms and Conditions

Section 409A

This Agreement, including the right to receive Stock upon achievement of the Performance Criteria and satisfaction of the conditions in Section 1 above, is intended to be exempt from the requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) pursuant to the short-term deferral exemption thereunder, and this Agreement, including the right to receive Stock upon the achievement of the Performance Criteria and satisfaction of the conditions in Section 1 above, shall be interpreted on a basis consistent with such intent. Notwithstanding any provision in this Agreement to the contrary, if the Grantee is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments otherwise payable under this Agreement to prevent any accelerated or additional tax under section 409A of the Code, then the Company will postpone the payment until five days after the end of the six-month period following the Grantee’s “separation from service” (as defined under section 409A of the Code). If the Grantee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Grantee’s estate within 60 days after the date of the Grantee’s death. The determination of who is a specified employee, including the number and identity of persons considered specified employees and the identification date, shall be made by the Committee in accordance with the provisions of sections 416(i) and 409A of the Code. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. For purposes of section 409A of the Code, each payment under this Agreement shall be treated as a separate payment. This Agreement may be amended without the consent of the Grantee in any respect deemed by the Committee to be necessary in order to preserve compliance with section 409A of the Code or other applicable law.

BELGIUM

Terms and Conditions

Stock, Dividends and Voting Rights

Section 2(a) of the Agreement shall be replaced with the following:

‘As soon as administratively practicable following the Payment Date, or as otherwise provided in Section 3 below, the amount of Stock determined based on the Performance Criteria shall be issued to the Grantee, provided all conditions set forth in Section 1 above are satisfied. Except as provided in Section 3 below, all Awards shall be settled in Stock. Prior to the Payment Date, the Grantee shall have no rights with respect to the Stock, including but not limited to rights to sell, vote, exchange, transfer, pledge, hypothecate or otherwise dispose of the Stock. In addition, prior to the Payment Date, the Grantee shall be not entitled to receive dividends or dividend equivalent payments and shall not have any other rights with respect to the Stock.’

Nature of Award

Section 11(e) of the Agreement shall be replaced with the following:

‘this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of compensation or salary for the purposes of calculating any bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;’

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Section 11(g) of the Agreement shall be replaced with the following:

‘for the purposes of the Award, the Grantee’s employment or service relationship will be considered terminated as of the last day of employment with the Company or any Affiliated Company (regardless of the reason for termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to vest in the Award under the Plan, if any, will terminate as of such date;’

CANADA

Terms and Conditions

Stock, Dividends and Voting Rights

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

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

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

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

Share Withholding

The following provision supplements Section 6(c) of the Agreement:

The Company, the Employer or their respective agents, as applicable, shall satisfy the applicable withholding obligation for Tax-Related Items by withholding shares of Stock that are to be issued upon settlement of the Award having a Fair Market Value that is sufficient to satisfy the Tax-Related Items, only if the Grantee has not paid such withholding amount in cash by the date specified by the Company, the Employer or their respective agents, as applicable.

Termination of Employment

The following provision supplements Section 11(g) of the Agreement:

In the event of the Grantee’s termination of employment for any reason (whether or not later found invalid or in breach of local employment laws or the terms of the Grantee’s employment agreement, if any), any unvested portion of the Award shall be immediately forfeited without consideration. For purposes of the preceding sentence, the Grantee’s right to vest in the Award will terminate effective as of the earlier of the following dates: (i) the date on which the Grantee’s employment is terminated; (ii) the date the Grantee receives written notice of termination of employment from the Company or one of the Affiliated Companies; or (iii) the date the Grantee is no longer actively providing services to the Company or one of the Affiliated Companies. The right to vest in and exercise the Award (as discussed above) will not be extended by any notice period (e.g., active service would not include any contractual, statutory or common law notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave” or similar period mandated under Canadian laws or the terms of the Grantee’s employment or service agreement, if any). The Committee shall have the exclusive discretion to determine when the Grantee is no longer actively providing services for purposes of the Grantee’s Award (including whether the Grantee may still be considered to be providing services while on a leave of absence).

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Data Privacy

The following provision supplements Section 10 of the Agreement:

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

Language Consent

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

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

Consentement relatif à la langue utilisée

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

Notifications

Securities Law Information

The Grantee is permitted to sell Shares acquired through the Plan through the designated broker appointed by the Company, provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed (i.e., New York Stock Exchange).

Foreign Asset/Account Reporting Information

Canadian residents are required to report any foreign property (e.g., Shares acquired under the Plan and possibly unvested Awards) on form T1135 (Foreign Income Verification Statement) if the total cost of their foreign property exceeds C$100,000 at any time in the year. It is the Grantee’s responsibility to comply with these reporting obligations, and the Grantee should consult his or her own personal tax advisor in this regard.

COSTA RICA

There are no country-specific provisions.

FRANCE

Terms and Conditions

PSUs Not Qualified

The PSUs are not granted under the French specific regime provided by Articles L-225-197-1 and seq. of the French commercial code.

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Language Consent

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

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

Notifications

Foreign Asset/Account Information

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

IRELAND

There are no country-specific provisions.

PANAMA

Notifications

Securities Disclaimer

The PSUs and any shares of Stock that the Grantee may acquire upon settlement of the PSUs do not constitute a public offering of securities, as they are available only to eligible employees of the Company and its Subsidiaries.

SPAIN

Terms and Conditions

Discretionary Nature of the Plan

By accepting the grant of PSUs, the Grantee consents to participation in the Plan and acknowledges receipt of a copy of the Plan.

The Grantee understands that the Company has unilaterally, gratuitously and in its sole discretion granted PSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, the Grantee understands that the PSUs are granted on the assumption and condition that the PSUs and the shares of Stock acquired upon settlement of the PSUs shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Grantee understands that this grant would not be made to the Grantee but for the assumptions and conditions referenced above; thus, the Grantee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the grant of PSUs shall be null and void.

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The Grantee understands and agrees that, as a condition of the grant of PSUs, unless otherwise provided in the Agreement, any unvested PSUs as of the date the Grantee ceases active employment, will be forfeited without entitlement to the underlying shares of Stock or to any amount of indemnification in the event of termination of the Grantee’s employment with the Company or any of its Subsidiaries. The Grantee acknowledges that the Grantee has read and specifically accepts the conditions referred to in the Agreement regarding the impact of a termination of employment on the PSUs.

Termination for Cause

Notwithstanding anything to the contrary in the Plan or the Agreement, “Cause” shall be defined as set forth in the Plan, regardless of whether a termination of employment is considered a fair termination (i.e., “despido procedente”) under Spanish legislation.

Language Consent

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

Con la aceptación del Incentivo, el Beneficiario confirma haber leído y entendido el documento relativo a la concesión de incentivos (el Plan y el Contrato) que le han sido entregados en inglés. El Beneficiario acepta los términos de los documentos y confirma que tiene buen conocimiento de la lengua inglesa.

SWEDEN

There are no country-specific provisions.

UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes

The following provisions shall supplement Section 6 of the Agreement:

‘At the request of the Company at any time before the vesting/settlement of the Award, the Grantee must elect, to the extent permitted by law, and using a form approved by Her Majesty’s Revenue and Customs (“HMRC”), that the whole or any part of the liability for national insurance contributions arising as a result of a taxable event attributable to the Award or the Grantee’s participation in the Plan shall be transferred to the Grantee.

The Grantee hereby agrees that the Grantee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer against any Tax-Related Items that they are required to pay or withhold on the Employee’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority).

Notifications

Securities Disclosure

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

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APPENDIX B

PERFORMANCE SHARE UNIT AGREEMENT

Pursuant to the Sysco Corporation 2013 Long-Term Incentive Plan

For Performance Period FY2018 - FY2020

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

EX-10.3

Exhibit 10.3

STOCK OPTION AGREEMENT

Pursuant to the Sysco Corporation 2013 Long-Term Incentive Plan

Under the terms and conditions of the Sysco Corporation 2013 Long-Term Incentive Plan, (the “Plan”), the terms of which are hereby incorporated into this Stock Option Agreement (this “Agreement”) by reference, Sysco Corporation (the “Company” or “Sysco”) grants to you (the “Optionee”) an option to purchase shares of the Company’s Common Stock, $1.00 par value, (“Stock”) subject to adjustment as provided in the Plan (the “Option”). The Option is offered in accordance with and subject to the terms, conditions and restrictions of this Agreement, including any country-specific provisions for the Optionee’s country in Appendix A attached hereto. The number of shares of Stock subject to this Agreement, the exercise price of the Option, and the date of grant (the “Grant Date”) are set forth in the records of the Company and have been made available to the Optionee either (1) directly to the Optionee by the Company, or (2) electronically by the Company to the Optionee through the website of a third party administrator engaged by the Company, and by accepting this Option, the Optionee acknowledges and agrees that he or she has received and/or accessed such information and that such information forms a material part of this Agreement.

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

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

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

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SYSCO CORPORATION

TERMS AND CONDITIONS OF STOCK OPTION

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

2. Vesting. The Option will vest in three equal tranches over a period of three years (one-third on each of the first, second, and third anniversaries of the Grant Date), subject to any acceleration provisions contained in the Plan or otherwise set forth in this Agreement and the Optionee’s continuous employment or service with the Company or any of its Subsidiaries from the Grant Date through the applicable vesting date (each date on which a portion of the Option will vest pursuant to this Agreement, a “Vesting Date”).

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

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

5. Accelerated Vesting Events. The Option awarded pursuant to this Agreement will vest according to the schedule set forth in Section 2 of this Agreement, subject to the Optionee’s continuous service with the Company or one of its Subsidiaries through each applicable Vesting Date. Notwithstanding the foregoing, provided that the Optionee has been in continuous service with the Company or one of its Subsidiaries since the Grant Date through the date of termination of his or her employment or service, (a) the Option shall remain in effect and continue to vest according to the vesting schedule set forth in Section 2 of this Agreement, irrespective of the continuous service limitations set forth in the first sentence of this Section 5, upon the occurrence of (i) the Optionee’s termination of employment by reason of Retirement in Good Standing (as defined in Section 19, below) or (ii) the Optionee’s termination of employment or service by reason of Disability (as defined in Section 19, below), and (b) the Option shall immediately vest upon the occurrence of (i) a “Change in Control Termination” (as defined in Section 19, below) in accordance with Section 4.2(h)(ii) of the Plan or (ii) the Optionee’s termination of employment or service by reason of death.

6. Exercise Period. The Option will normally terminate on the earlier of (i) the date of the expiration of the Option set forth in Section 3 of this Agreement or (ii) the 90th day after severance of the Optionee’s employment relationship with the Company or any Subsidiary, for any reason, for or without Cause. Whether an authorized leave of absence, or an absence for military or government service, constitutes severance of the Optionee’s employment or service relationship with the Company or a Subsidiary will be determined by the Committee administering the Plan at the time of the event. However, if before the expiration of the Option, the Optionee’s employment relationship with the Company or a Subsidiary terminates as a result of Retirement in Good Standing, Change in Control Termination, or Disability, the Option will remain exercisable in accordance with its terms as if Optionee remained in the employment or service of the Company or a Subsidiary, and in the event of the Optionee’s death while employed by or providing service to the Company or any Subsidiary, the Option may be exercised by the executors or administrators of the Optionee’s estate for up to

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three years following the date of the Optionee’s death, but in no event later than the last day of the maximum term of the Option set forth in Section 3.

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

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

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

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

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

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

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

d. participation in this Plan or program is voluntary;

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

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

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

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

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

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

k. if the Optionee is providing services outside the United States, the Optionee acknowledges and agrees that neither the Company, the Employer, any Subsidiary nor any Affiliated

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Company shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Optionee pursuant to the exercise of the Option or the subsequent sale of any Stock acquired upon exercise; and

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

10. Responsibility for Taxes.

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

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

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

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

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

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

c. Notwithstanding the foregoing in Section 10(b) of the Agreement, if the Optionee is subject to Section 16 of the Exchange Act pursuant to Rule 16a-2 promulgated thereunder, the Company will withhold in shares of Stock unless the use of such withholding method is problematic under applicable law or has materially adverse accounting or tax consequences, in which case, the withholding obligation may be satisfied by one or a combination of methods set forth in Section 10(b)(i) and (ii) above.

d. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Optionee is deemed to have been issued the full amount of Stock subject

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to the Option, notwithstanding that an amount of Stock was retained solely for the purpose of paying the Tax-Related Items.

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

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

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

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

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

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

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

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

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

13. Data Privacy.

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

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

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

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

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

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

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

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

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

19. Definitions. For purposes of this Agreement:

a. “Retirement in Good Standing” means:

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

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

b. “Disability” means:

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

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

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

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

21. Language. If the Optionee has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

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

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

24. Insider Trading Restrictions/Market Abuse Laws. The Optionee acknowledges that, depending on the Optionee’s country of residence, the Optionee may be subject to insider trading restrictions and/or market abuse laws, which may affect the Optionee’s ability to acquire or sell shares of Stock or rights to shares of Stock (e.g., Options) under the Plan during such times as the Optionee is considered to have “inside information” regarding the Company (as defined by the laws in the Optionee’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy. The Optionee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Optionee is advised to speak to his or her personal advisor on this matter.    

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

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

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

Form approved August 2017

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APPENDIX A

STOCK OPTION AGREEMENT

Pursuant to the Sysco Corporation 2013 Long-Term Incentive Plan

Terms and Conditions

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

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

Notifications

This Appendix also includes information regarding securities, exchange control and certain other tax or legal issues of which the Optionee should be aware with respect to the Optionee’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of August 2017. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Optionee not rely on the information in this Appendix as the only source of information relating to the consequences of the Optionee’s participation in the Plan because the information may be out of date when the Option vests, Stock are issued to the Optionee and/or the Optionee sells Stock acquired under the Plan.

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

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

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UNITED STATES OF AMERICA

Terms and Conditions

When exercised, all or a portion of this Option may be an incentive stock option, governed by Section 422 of the Internal Revenue Code of 1986, as amended.

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

BELGIUM

Terms and Conditions

Nature of Option

Section 9.f) shall be replaced with the following:

‘this Option and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of compensation or salary for the purposes of calculating any bonuses, long-service awards, life or accident insurance benefits, pension or retirement welfare benefits or similar payments;’

Section 9(g) shall be replaced with the following:

‘for the purposes of the Option, the Optionee’s employment or service relationship will be considered terminated as of the last day of employment with the Company or any Affiliated Company (regardless of the reason for termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Optionee’s right to vest in the Option under the Plan, if any, will terminate as of such date;’

Offer Document

The Optionee must accept the Option in writing either (i) within 60 days of the offer (for tax at offer), or (ii) after 60 days of the offer (for tax at exercise) by completing the below Belgium Offer Document. The Optionee should consult a personal tax advisor with respect to completing the Offer Document.

Notifications

Foreign Asset/Account Reporting Information

The Optionee is required to report any taxable income attributable to the Option on his or her annual tax return. Additionally, Belgian residents are required to report any security or bank accounts (including brokerage accounts) maintained outside of Belgium on their annual tax return. In a separate report, they will be required to provide the National Bank of Belgium with certain details regarding such foreign accounts.

Tax Information

This section is intended to advise the Optionee of potential tax impact of certain actions or inactions under Belgian law. This section is applicable to any Optionee who is subject to income tax in Belgium, including residents. The

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Optionee is urged to consult their personal tax advisers when considering all matters regarding the Option grant set forth in the Agreement.

Options accepted in writing within 60 days following the offer date

At grant: Options that are accepted in writing within 60 days following the offer date are taxable on the 60th day following the date of the offer. The taxable benefit will be calculated as a percentage of the closing market price of the underlying shares on the last trading day preceding the date of offer, plus any excess of the closing market price over the exercise price. The Optionee acknowledges that these taxes are required to be paid even if the Option is later forfeited for any reason, including without limitation termination of employment, and/or the Optionee is not actually able to realize value from the Option. The tax paid may not be refunded by the Belgian revenue agency. The Belgian Employer will report the taxable amount for the year in which the 60th day after the offer date occurs, and will withhold income tax and social security, if any, on the taxable amount.

At exercise: Generally, no taxation. However, if a written undertaking was made at the time of the offer not to exercise the Option prior to the end of the third calendar year following the calendar year of the offer date and the Optionee breaches the written undertaking, additional tax will be due at exercise. Further, if shares of Stock are immediately sold upon exercise to cover the exercise price, a stock exchange tax may be payable (see below).

At sale: Generally, the Optionee will not be subject to capital gains taxation at the time of sale of the shares of Stock. However, the sale proceeds will likely be subject to a stock exchange tax. If the Optionee’s shares of Stock are held by a Belgian financial intermediary at the time of sale, that intermediary may withhold the stock exchange tax. If the stock exchange tax is not withheld, the Optionee will be responsible for filing a stock exchange tax return and paying the stock exchange tax.

Social security: The Option should not be subject to social security contributions, unless the Option is “in the money” as of the offer date.

Options accepted after the 60th day following the offer date

At grant: In principle, under current guidance from the Belgian tax authorities, no Belgian tax consequences.

At exercise: According to current guidance from the Belgian Minister of Finance, Options that are accepted after the 60th day following the offer date are not subject to taxation at grant, but to taxation at exercise. The taxable benefit is the difference between the actual value of the shares of Stock at exercise less the exercise price. The Belgian Employer will report the taxable benefit and withhold income tax and social insurance contributions at the time of exercise. The Optionee will also need to report the income and pay any taxes that are due. Further, if shares of Stock are immediately sold upon exercise to cover the exercise price, a stock exchange tax may be due (see below).

At sale: Generally, the Optionee will not be subject to capital gains taxation at the time of sale of the shares of Stock. However, the sale proceeds will likely be subject to a stock exchange tax. If the Optionee’s shares of Stock are held by a Belgian financial intermediary at the time of sale, that intermediary may withhold the stock exchange tax. If the stock exchange tax is not withheld, the Optionee will be responsible for filing a stock exchange tax return and paying the applicable stock exchange tax.

Social security: Social security contributions will be due on the Option income at the time of exercise.

Declining Options

If the Optionee declines the Option, no tax will be owed at any time, but the Option will be declared null and void.

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Special note for international service associates

Individuals resident in Belgium who are on international assignment under a Company or an Affiliated Company program are requested to accept the Option after 60 days of the date of offer. Should an international assignee accept the Option prior to 60 days from the date of offer, any taxes due on the grant of the Option shall be the international assignee’s personal responsibility and shall not be covered by a tax equalization policy, if any.

Belgium Offer Document

Sign here to accept or decline the grant:

Check one of the following three lines:

1. _____________ Accept within 60-day period

I hereby accept within the 60-day period (before [date – 60 days after Option Offer Date]). By accepting the Option within 60 days of the date of the offer, the Option will be taxed at the time of grant (more specifically, on the 60th day after the offer date).

If you have selected Option 1, please select one of the following:

_______ ACCEPT ALL: I hereby accept 100% of the Option granted in accordance with and subject to the terms and conditions of this Agreement and the Plan, acknowledge that I have read this Agreement and the Plan, and agree to be bound by this Agreement, the Plan and the actions of the Committee.

_______ ACCEPT PART: I hereby accept part of the Option granted in accordance with and subject to the terms and conditions of this Agreement and Plan. I ACCEPT ONLY ____ SHARES UNDERLYING THE OPTION GRANT. I acknowledge that I have read this Agreement and the Plan, and agree to be bound by this Agreement, the Plan and the actions of the Committee. I decline the remaining number of shares underlying the Option grant.

Three-year undertaking: If you are accepting the Option in writing within the 60-day period and wish to have the Option subject to a lower valuation for Belgium tax purposes pursuant to article 43, §6 of the Belgian law of 26 March 1999, you may agree and undertake to (a) not exercise the Option before the end of the third calendar year following the calendar year in which the offer date falls, and (b) not transfer the Option under any circumstances (except in the event of your death). If you wish to take this undertaking, you must sign below.

Optionee’s Signature     ___________________

Optionee’s Printed Name ___________________

3. _____________ Accept after the 60-day period

I accept after the 60-day period (a date no less than the 61^st date following the offer date). By accepting the Option at least 60 days after the date of the offer, under current guidance from the Belgian tax authorities, the Option will be taxed at the time Option is exercised. The taxable benefit is the difference between the actual value of the shares of Stock at exercise less the exercise price. The Company and its Affiliated Companies make no guarantee of any tax consequences to the Optionee, as laws and guidance may change.

3. _____________ DECLINE ALL: I hereby decline all of the Option granted.

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Optionee Signature    ___________________

Date of Signature        ___________________

Warning: If the Optionee does not accept all or part of the grant by checking the first or second line, signing above, and returning this Agreement prior to the date that is 90-days following the Grant Date, then the Company may declare the Option grant null and void. Also, in the unfortunate event that death occurs before this Agreement has been so accepted then this Option grant will be voided, which means the Option cannot be transferred to the Optionee’s heirs pursuant to the Optionee’s will or the laws of descent and distribution.

INSTRUCTIONS FOR RETURNING SIGNED GRANT AGREEMENT:

Deliver to: Vice-President, Total Rewards, Sysco Corporation. Attention: Stock Plan Administration, 1390 Enclave Parkway, Houston, Texas 77077, USA.

CANADA

Terms and Conditions

Termination of Employment

The following provision supplements Section 9(g) of the Agreement:

In the event of the Optionee’s termination of employment for any reason (whether or not later found invalid or in breach of local employment laws or the terms of the Optionee’s employment agreement, if any), any unvested portion of the Option shall be immediately forfeited without consideration. For purposes of the preceding sentence, the Optionee’s right to vest in the Option will terminate effective as of the earlier of the following dates: (i) the date on which the Optionee’s employment is terminated; (ii) the date the Optionee receives written notice of termination of employment from the Company or one of its Subsidiaries; or (iii) the date the Optionee is no longer actively providing services to the Company or one of its Subsidiaries. The right to vest in and exercise the Option (as discussed above) will not be extended by any notice period (e.g., active service would not include any contractual, statutory or common law notice period or period during which the Optionee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave” or similar period mandated under Canadian laws or the terms of the Optionee’s employment or service agreement, if any). The Committee shall have the exclusive discretion to determine when the Optionee is no longer actively providing services for purposes of the Optionee (including whether the Optionee may still be considered to be providing services while on a leave of absence).

Data Privacy

The following provision supplements Section 13 of the Agreement:

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

Language Consent

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

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

Consentement relatif à la langue utilisée

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

Payment of Exercise Price and Taxes

Notwithstanding anything to the contrary in the Plan or in Sections 7 or 10 of this Agreement, no Tax-Related Items may be paid by delivery of shares of Stock or by having the Company withhold or retain shares of Stock otherwise issuable upon exercise of the Option.

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

Notifications

Securities Law Information

The Optionee is permitted to sell Shares acquired through the Plan through the designated broker appointed by the Company, provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed (i.e., New York Stock Exchange).

Foreign Asset/Account Reporting Information

Canadian residents are required to report any foreign property (e.g., Shares acquired under the Plan and possibly unvested Options) on form T1135 (Foreign Income Verification Statement) if the total cost of their foreign property exceeds C$100,000 at any time in the year. It is the Optionee’s responsibility to comply with these reporting obligations, and the Optionee should consult his or her own personal tax advisor in this regard.

COSTA RICA

There are no country-specific provisions.

FRANCE

Terms and Conditions

Option Not Qualified

The Option is not granted under the French specific regime provided by Articles L225-177-1 and seq. of the French commercial code.

Language Consent

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

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

Notifications

Foreign Asset/Account Information

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

IRELAND

Exercise Period

The following provisions shall supplement Section 6 of the Agreement:

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

Responsibility for Tax

The following provisions shall supplement Section 10 of the Agreement:

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

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Terms and Conditions

Definitions

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

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

PANAMA

Notifications

Securities Disclaimer

The Option and any shares of Stock that the Optionee may acquire at the exercise of the Option do not constitute a public offering of securities, as they are available only to eligible employees of the Company and its Subsidiaries.

SPAIN

Terms and Conditions

When exercised, all or a portion of this Option may trigger Spanish taxation laws, including the potential application of specific tax benefits, which will be determined on a case by case basis.

Discretionary Nature of the Plan

By accepting the Option grant, the Optionee consents to participation in the Plan and acknowledges receipt of a copy of the Plan.

The Optionee understands that the Company has unilaterally, gratuitously and in its sole discretion granted Options under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, the Optionee understands that the Option is granted on the assumption and condition that the Option and the shares of Stock acquired upon exercise of the Option shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Optionee understands that this grant would not be made to the Optionee but for the assumptions and conditions referenced above; thus, the Optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the Option grant shall be null and void.

The Optionee understands and agrees that, as a condition of the Option grant, unless otherwise provided in the Agreement, any unvested Option as of the date the Optionee ceases active employment, and any vested portion of the Option not exercised within the post-termination exercise period set out in the Agreement, will be forfeited without entitlement to the underlying shares of Stock or to any amount of indemnification in the event of termination of the Optionee’s employment with the Company or any of its Subsidiaries. The Optionee acknowledges that the Optionee has read and specifically accepts the conditions referred to in the Agreement regarding the impact of a termination of employment on the Option.

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Termination for Cause

Notwithstanding anything to the contrary in the Plan or the Agreement, “Cause” shall be defined as set forth in the Plan, regardless of whether a termination of employment is considered a fair termination (i.e., “despido procedente”) under Spanish legislation.

Language Consent

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

Con la aceptación del Incentivo, el Beneficiario confirma haber leído y entendido el documento relativo a la concesión de incentivos (el Plan y el Contrato) que le han sido entregados en inglés. El Beneficiario acepta los términos de los documentos y confirma que tiene buen conocimiento de la lengua inglesa.

SWEDEN

Terms and Conditions

Electronic Delivery and Acceptance

In Section 12 of the Agreement, the following sentence shall be deleted:

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

UNITED KINGDOM

Terms and Conditions

Exercise Period

The following provisions shall supplement Section 6 of the Agreement:

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

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Responsibility for Taxes

The following provisions shall supplement Section 10 of the Agreement:

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

The Optionee hereby agrees that the Optionee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority). The Optionee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer against any Tax-Related Items that they are required to pay or withhold on the Employee’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority).

Definitions

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

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

Notifications

Securities Disclosure

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

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EX-12.1

											Exhibit 12.1
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
	13-Week Period Ended		Fiscal Year
(dollars in thousands)	September 30, 2017		July 1, 2017		July 2, 2016 (2)		June 27, 2015		June 28, 2014		June 29, 2013
Earnings before income taxes	$	546,456	$	1,766,230	$	1,433,007	$	1,008,147	$	1,475,624	$	1,547,455
Add: Fixed charges	92,299		348,619		339,358		281,756		147,922		153,840
Subtract: Capitalized interest	247		2,038		2,032		866		1,097		4,242
Total	$	638,508	$	2,112,811	$	1,770,333	$	1,289,037	$	1,622,449	$	1,697,053
Fixed Charges:
Interest expense	$	80,884	$	302,878	$	306,146	$	254,807	$	123,741	$	128,495
Capitalized interest	247		2,038		2,032		866		1,097		4,242
Rent expense interest factor	11,168		43,703		31,180		26,083		23,084		21,103
Total	$	92,299	$	348,619	$	339,358	$	281,756	$	147,922	$	153,840
Ratio of earnings to fixed charges (1)	6.9		6.1		5.2		4.6		11.0		11.0
(1) For the purpose of calculating this ratio, “earnings” consist of earnings before income taxes and fixed charges (exclusive of interest capitalized). “Fixed charges” consist of interest expense, capitalized interest and the estimated interest portion of rents.
(2) The fiscal year ended July 2, 2016 was a 53-week year.

EX-31.1

Exhibit 31.1

CERTIFICATION

I, William J. DeLaney, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2017

/s/ WILLIAM J. DELANEY

William J. DeLaney

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Joel T. Grade, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2017

/s/ JOEL T. GRADE

Joel T. Grade

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, William J. DeLaney, Chief Executive Officer, of Sysco Corporation (the “company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. The company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017 (“Quarterly Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date: November 9, 2017

/s/ WILLIAM J. DELANEY

William J. DeLaney

Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Joel T. Grade, Executive Vice President and Chief Financial Officer, of Sysco Corporation (the “company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. The company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017 (“Quarterly Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date: November 9, 2017

/s/ JOEL T. GRADE

Joel T. Grade

Executive Vice President and Chief Financial Officer

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Document and Entity Information - shares	3 Months Ended
	Sep. 30, 2017	Oct. 13, 2017
Document Entity Information [Abstract]
Entity Registrant Name	SYSCO CORP
Entity Central Index Key	0000096021
Current Fiscal Year End Date	--06-30
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		521,056,320

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2017	Jul. 01, 2017	Oct. 01, 2016
Current assets
Cash and cash equivalents	$ 909,203	$ 869,502	$ 759,898
Accounts and notes receivable, less allowances of $41,184, $31,059, and $41,246	4,333,704	4,012,393	4,191,460
Inventories, net	3,180,631	2,995,598	3,025,811
Prepaid expenses and other current assets	173,464	139,185	158,301
Income tax receivable	0	16,760	0
Total current assets	8,597,002	8,033,438	8,135,470
Plant and equipment at cost, less depreciation	4,388,299	4,377,302	4,418,524
Long-term assets
Goodwill	3,970,617	3,916,128	3,815,674
Intangibles, less amortization	1,052,704	1,037,511	1,203,888
Deferred income taxes	149,932	142,472	198,867
Other assets	260,036	249,804	252,387
Total long-term assets	5,433,289	5,345,915	5,470,816
Total assets	18,418,590	17,756,655	18,024,810
Current liabilities
Notes payable	4,513	3,938	6,834
Accounts payable	3,951,205	3,971,112	3,716,517
Accrued expenses	1,502,021	1,576,221	1,381,300
Accrued income taxes	148,902	14,540	252,681
Current maturities of long-term debt	533,641	530,075	9,218
Total current liabilities	6,140,282	6,095,886	5,366,550
Long-term liabilities
Long-term debt	8,426,359	7,660,877	7,843,517
Deferred income taxes	165,622	161,715	218,414
Other long-term liabilities	1,367,965	1,373,822	1,498,680
Total long-term liabilities	9,959,946	9,196,414	9,560,611
Commitments and contingencies
Noncontrolling interests	83,108	82,839	76,863
Shareholders’ equity
Preferred stock, par value $1 per share Authorized 1,500,000 shares, issued none	0	0	0
Common stock, par value $1 per share Authorized 2,000,000,000 shares, issued 765,174,900 shares	765,175	765,175	765,175
Paid-in capital	1,348,349	1,327,366	1,313,245
Retained earnings	9,638,386	9,447,755	9,159,866
Accumulated other comprehensive loss	(1,142,578)	(1,262,737)	(1,434,940)
Treasury stock at cost, 243,513,095, 235,135,699 and 216,182,601 shares	(8,374,078)	(7,896,043)	(6,782,560)
Total shareholders’ equity	2,235,254	2,381,516	3,020,786
Total liabilities and shareholders’ equity	$ 18,418,590	$ 17,756,655	$ 18,024,810

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Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2017	Jul. 01, 2017	Oct. 01, 2016
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 41,184	$ 31,059	$ 41,246
Preferred stock, par value (in dollars per share)	$ 1	$ 1	$ 1
Preferred stock, authorized (in shares)	1,500,000	1,500,000	1,500,000
Preferred stock, issued (in shares)	0	0	0
Common stock, par value (in dollars per share)	$ 1	$ 1	$ 1
Common stock, authorized (in shares)	2,000,000,000	2,000,000,000	2,000,000,000
Common stock, issued (in shares)	765,174,900	765,174,900	765,174,900
Treasury stock (in shares)	243,513,095	235,135,699	216,182,601

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Consolidated Results of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2017	Oct. 01, 2016
Income Statement [Abstract]
Sales	$ 14,650,424	$ 13,968,654
Cost of sales	11,856,756	11,276,735
Gross profit	2,793,668	2,691,919
Operating expenses	2,170,576	2,125,086
Operating income	623,092	566,833
Interest expense	80,884	73,623
Other expense (income), net	(4,248)	(7,216)
Earnings before income taxes	546,456	500,426
Income taxes	178,816	176,539
Net earnings	$ 367,640	$ 323,887
Net earnings:
Basic earnings per share (in dollars per share)	$ 0.70	$ 0.58
Diluted earnings per share (in dollars per share)	$ 0.69	$ 0.58
Average shares outstanding (in shares)	527,289,675	555,437,764
Diluted shares outstanding (in shares)	533,063,426	560,954,068
Dividends declared per common share (in dollars per share)	$ 0.33	$ 0.31

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Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2017	Oct. 01, 2016
Net earnings	$ 367,640	$ 323,887
Other comprehensive income (loss):
Foreign currency translation adjustment	121,329	(89,553)
Items presented net of tax:
Amortization of prior service cost	1,484	1,752
Amortization of actuarial loss, net	5,397	8,790
Prior service cost arising in current year	0	738
Total other comprehensive income (loss)	120,159	(76,822)
Comprehensive income	487,799	247,065
Cash Flow Hedging
Items presented net of tax:
Amortization of cash flow hedges	1,770	1,770
Changes in derivatives	2,203	(319)
Net Investment Hedging
Items presented net of tax:
Changes in derivatives	$ (12,024)	$ 0

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Consolidated Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2017	Oct. 01, 2016
Cash flows from operating activities:
Net earnings	$ 367,640	$ 323,887
Adjustments to reconcile net earnings to cash provided by operating activities:
Share-based compensation expense	27,955	25,127
Depreciation and amortization	179,662	211,685
Amortization of debt issuance and other debt-related costs	7,192	6,560
Deferred income taxes	(3,706)	11,374
Provision for losses on receivables	8,999	3,494
Other non-cash items	6,849	(6,829)
Additional changes in certain assets and liabilities, net of effect of businesses acquired:
(Increase) in receivables	(294,989)	(140,031)
(Increase) in inventories	(166,992)	(149,759)
(Increase) in prepaid expenses and other current assets	(28,312)	(12,657)
(Decrease) increase in accounts payable	(57,368)	110,914
(Decrease) in accrued expenses	(83,883)	(259,698)
Increase in accrued income taxes	165,944	145,601
(Increase) in other assets	(13,616)	(17,066)
(Decrease) increase in other long-term liabilities	(32,600)	1,340
Net cash provided by operating activities	82,775	253,942
Cash flows from investing activities:
Additions to plant and equipment	(136,261)	(142,255)
Proceeds from sales of plant and equipment	1,722	4,261
Acquisition of businesses, net of cash acquired	0	(2,910,461)
Net cash used for investing activities	(134,539)	(3,048,455)
Cash flows from financing activities:
Bank and commercial paper borrowings (repayments), net	745,100	442,777
Other debt borrowings	1,512	1,201
Other debt repayments	(5,186)	(94,935)
Debt issuance costs	(644)	(2,846)
Proceeds from stock option exercises	57,075	32,307
Treasury stock purchases	(550,098)	(600,139)
Dividends paid	(174,864)	(173,292)
Net cash provided by (used for) financing activities	72,895	(394,927)
Effect of exchange rates on cash and cash equivalents	18,570	30,038
Net increase (decrease) in cash and cash equivalents	39,701	(3,159,402)
Cash and cash equivalents at beginning of period	869,502	3,919,300
Cash and cash equivalents at end of period	909,203	759,898
Supplemental disclosures of cash flow information:
Interest	72,057	118,426
Income taxes	$ 28,714	$ 24,406

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Basis of Presentation

3 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

BASIS OF PRESENTATION

The consolidated financial statements have been prepared by the company, without audit, with the exception of the July 1, 2017 consolidated balance sheet, which was derived from the audited consolidated financial statements included in the company’s fiscal 2017 Annual Report on Form 10-K.  The financial statements include consolidated balance sheets, consolidated results of operations, consolidated statements of comprehensive income and consolidated cash flows.  In the opinion of management, all adjustments, which consist of normal recurring adjustments, except as otherwise disclosed, necessary to present fairly the financial position, results of operations, comprehensive income and cash flows for all periods presented have been made.

These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the company’s fiscal 2017 Annual Report on Form 10-K.  Certain footnote disclosures included in annual financial statements prepared in accordance with generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to applicable rules and regulations for interim financial statements.

Reclassifications

Prior year amounts have been reclassified to conform with the current year presentation.

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Changes in Accounting

3 Months Ended

Sep. 30, 2017

Accounting Changes and Error Corrections [Abstract]

Changes in Accounting

CHANGES IN ACCOUNTING

Stock Compensation

In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718). The ASU identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The company elected to maintain the current policy to estimate forfeitures expected to occur to determine stock-based compensation expense. Further, the company adopted the provisions that have changed its accounting for excess tax benefits, or detriments. Excess tax benefits, or detriments, were previously included within additional paid-in capital in the consolidated balance sheet and were a part of the diluted share calculation. With the adoption of ASU 2016-09 on a prospective basis, excess tax benefits, or detriments, are included within income tax expense in the consolidated results of operations and are no longer a part of the diluted share calculation. In the first quarter of fiscal 2018, the company recognized excess tax benefits of $16.0 million from stock option exercises that occurred during the quarter.

The standard also requires several presentation changes with regard to the statement of cash flows. Cash flows related to excess tax benefits or detriments are included in net cash provided by operating activities, rather than as a financing activity. Sysco chose a retrospective application of this provision; therefore, amounts presented for fiscal 2017 reflect the guidance required by this ASU. The standard further requires that cash paid by an employer, when directly withholding shares for tax withholding purposes, should be classified as a financing activity. Retrospective application is required for this provision; however, amounts were not material for either period and, therefore, were not separately disclosed or retroactively applied.

Simplifying the Test for Goodwill Impairment

In January 2017, the FASB issued ASU 2017-04, Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The company elected to early adopt this ASU, as it is easier to execute.

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New Accounting Standards

3 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

New Accounting Standards

NEW ACCOUNTING STANDARDS

Targeted Improvements to Accounting for Hedging Activities

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging, which expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The guidance is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods, which is the first quarter of fiscal 2020 for Sysco, with early adoption permitted. The company is currently reviewing the provisions of the new standard.

Leases

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), specifying the accounting for leases, which supersedes the leases requirements in Topic 840, Leases. The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. Lessors’ accounting is largely unchanged from the previous accounting standard. In addition, Topic 842 expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, which is fiscal 2020 for Sysco, with early adoption permitted. The company is currently reviewing the provisions of the new standard.

Revenue from Contracts with Customers

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods within new fiscal years beginning after December 15, 2017, which is fiscal 2019 for Sysco, and could be early adopted in fiscal 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption.

The company’s impact assessment of the standard is ongoing, and the company does not intend to early adopt this standard in fiscal 2018. Enhanced disclosures, including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition, are required. We will continue our assessment, which may identify other impacts of the adoption of Topic 606. The company will adopt the standard in the first quarter of fiscal 2019 and preliminarily expects to use the modified retrospective method. However, our adoption method is subject to change as we continue to evaluate the impact of the standard.

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Acquisitions

3 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

Acquisitions

ACQUISITIONS

During the first 13 weeks of fiscal 2018, the company had no acquisitions. Certain prior year acquisitions involved contingent consideration that included earnout agreements that are typically payable over periods of up to three years in the event that certain operating results are achieved.  As of September 30, 2017, aggregate contingent consideration outstanding was $11.3 million, of which $2.1 million was recorded as earnout liabilities.

Brakes Group

On July 5, 2016, Sysco consummated its acquisition of Cucina Lux Investments Limited (a private company limited by shares organized under the laws of England and Wales), a holding company of the Brakes Group, pursuant to an agreement for the sale and purchase of securities in the capital of the Brakes Group, dated as of February 19, 2016 (the Purchase Agreement), by and among Sysco, entities affiliated with Bain Capital Investors, LLC, and members of management of the Brakes Group (the Brakes Acquisition). The company paid cash of $2.9 billion, net of cash acquired, for the Brakes Acquisition. Following the closing of the Brakes Acquisition, the Brakes Group became a wholly owned subsidiary of Sysco.

The Brakes Group is a large European foodservice business supplying fresh, refrigerated and frozen food products, as well as non-food products and supplies, to foodservice customers ranging from large customers, including leisure, pub, restaurant, hotel and contract catering groups, to smaller customers, including independent restaurants, hotels, fast food outlets, schools and hospitals. Brakes Group businesses include: Brakes, Brakes Catering Equipment, Brake France, Country Choice, Davigel, Fresh Direct, Freshfayre, M&J Seafood, Menigo Foodservice, Pauley’s, Wild Harvest and Woodward Foodservice. The Brakes Group’s largest businesses are in the U.K., France, and Sweden, in addition to a presence in Ireland, Belgium, Spain and Luxembourg.

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Fair Value Measurements

3 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

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

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

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

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

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

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

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

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

• The interest rate swap agreements are valued using a swap valuation model that utilizes an income approach using observable market inputs including interest rates, LIBOR swap rates and credit default swap rates.  These are included as Level 2 measurements in the tables below.

• The foreign currency swap agreements, including cross-currency swaps, are valued using a swap valuation model that utilizes an income approach applying observable market inputs including interest rates, LIBOR swap rates for U.S. dollars, pound sterling and Euro currencies, and credit default swap rates.  These are included as Level 2 measurements in the tables below.

• Foreign currency forwards are valued based on exchange rates quoted by domestic and foreign banks for similar instruments. These are included as Level 2 measurements in the tables below.

• Fuel swap contracts are valued based on observable market transactions of forward commodity prices. These are included as Level 2 measurements in the tables below.

The following tables present the company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2017, July 1, 2017 and October 1, 2016:

	Assets and Liabilities Measured at Fair Value as of Sep. 30, 2017
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	287,203	$	43,191	$	—	$	330,394
Other current assets:
Interest rate swaps	—		223		—		223
Foreign currency forwards	—		461		—		461
Fuel swaps	—		4,743		—		4,743
Other assets:
Foreign currency swaps	—		5,912		—		5,912
Total assets at fair value	$	287,203	$	54,530	$	—	$	341,733
Liabilities:
Other current liabilities:
Foreign currency forwards	$	—	$	118	$	—	$	118
Other long-term liabilities:
Interest rate swaps	—		22,653		—		22,653
Cross-currency swaps	—		15,115		—		15,115
Foreign currency swaps	—		34,114		—		34,114
Total liabilities at fair value	$	—	$	72,000	$	—	$	72,000

	Assets and Liabilities Measured at Fair Value as of Jul. 1, 2017
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	238,954	$	49,430	$	—	$	288,384
Other current assets:
Fuel swaps	—		717		—		717
Other assets:
Interest rate swaps	—		707		—		707
Total assets at fair value	$	238,954	$	50,854	$	—	$	289,808
Liabilities:
Other current liabilities:
Fuel swaps	$	—	$	6,320	$	—	$	6,320
Foreign currency forwards	—		154		—		154
Other long-term liabilities:
Interest rate swaps	—		21,390		—		21,390
Cross-currency swaps	—		5,816		—		5,816
Foreign currency swaps	—		12,308		—		12,308
Total liabilities at fair value	$	—	$	45,988	$	—	$	45,988

	Assets and Liabilities Measured at Fair Value as of Oct. 1, 2016
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	9,176	$	43,270	$	—	$	52,446
Other current assets:
Foreign currency forwards	—		873		—		873
Other assets
Interest rate swap agreement	—		18,935		—		18,935
Foreign currency swaps	—		3,979		—		3,979
Total assets at fair value	$	9,176	$	67,057	$	—	$	76,233
Liabilities:
Other current liabilities:
Fuel hedges	$	—	$	618	$	—	$	618
Other long-term liabilities
Cross-currency swaps	—		3,184		—		3,184
Foreign currency swaps	—		10,695		—		10,695
Total liabilities at fair value	$	—	$	14,497	$	—	$	14,497

The carrying values of accounts receivable and accounts payable approximated their respective fair values due to their short-term maturities.  The fair value of Sysco’s total debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the company for new debt with the same maturities as existing debt, and is considered a Level 2 measurement.  The fair value of total debt was approximately$9.4 billion, $8.6 billion and $8.4 billion as of September 30, 2017, July 1, 2017 and October 1, 2016, respectively.  The carrying value of total debt was $9.0 billion, $8.2 billion and $7.8 billion as of September 30, 2017, July 1, 2017 and October 1, 2016, respectively.

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Derivative Financial Instruments

3 Months Ended

Sep. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

DERIVATIVE FINANCIAL INSTRUMENTS

Sysco uses derivative financial instruments to enact hedging strategies for risk mitigation purposes; however, the company does not use derivative financial instruments for trading or speculative purposes. Hedging strategies are used to manage interest rate risk, foreign currency risk and fuel price risk. Details of outstanding hedging instruments as of September 30, 2017 are below:

Maturity Date of the Hedging Instrument	Currency / Unit of Measure	Notional Value (in millions)
Hedging of interest rate risk
February 2018	U.S. Dollar	500
April 2019	U.S. Dollar	500
October 2020	U.S. Dollar	750
July 2021	U.S. Dollar	500
Hedging of foreign currency risk (1)
July 2021	British Pound Sterling	234
August 2021	Euro	534
June 2023	Euro	500
Hedging of fuel risk
Various (October 2017 to August 2018)	Gallons	49

⁽¹⁾ Sysco’s European operations use foreign currency forward contracts to hedge against foreign exchange exposures related to inventory purchases. These are not material to Sysco’s overall hedging portfolio.

The location and the fair value of derivative instruments designated as hedges in the consolidated balance sheet as of September 30, 2017, July 1, 2017 and October 1, 2016 are as follows:

		Derivative Fair Value
	Balance Sheet location	Sep. 30, 2017		Jul. 1, 2017		Oct. 1, 2016
		(In thousands)
Fair Value Hedges:
Interest rate swaps	Other current assets	$	223	$	707	$	—
Interest rate swaps	Other assets	—		—		18,935
Interest rate swaps	Other long-term liabilities	22,653		21,390		—
Cash Flow Hedges:
Fuel swaps	Other current assets	$	4,743	$	717	$	—
Foreign currency forwards	Other current assets	461		—		873
Fuel swaps	Other current liabilities	—		6,320		618
Foreign currency forwards	Other current liabilities	118		154		—
Cross currency swaps	Other long-term liabilities	15,115		5,816		3,184
Net Investment Hedges:
Foreign currency swaps	Other assets	$	5,912	$	—	$	3,979
Foreign currency swaps	Other long-term liabilities	34,114		12,308		10,695

The location and effect of derivative instruments and related hedged items on the consolidated results of operations for the 13-week periods ended September 30, 2017 and October 1, 2016, presented on a pretax basis, are as follows:

	Location of (Gain) or Loss Recognized	Amount of (Gain) or Loss Recognized
		13-Week Period Ended
		Sep. 30, 2017			Oct. 1, 2016
		(In thousands)
Fair Value Hedge Relationships:
Interest rate swaps	Interest expense	$	(600	)	$	(3,400	)
Cash Flow Hedge Relationships:
Forward starting interest rate swaps (1)	Interest expense	$	(2,873	)	$	(2,873	)
Fuel swaps	Other comprehensive income	(10,859		)	—
Foreign currency forwards	Other comprehensive income	(185		)	—
Cross currency swaps	Other comprehensive income	7,638			—
Net Investment Hedge Relationships:
Foreign currency swaps	Other comprehensive income	$	23,376		$	—

⁽¹⁾  Represents amortization of losses on forward starting interest rate swap agreements that were previously settled.

For fair value hedges of interest rate risk, hedge ineffectiveness represents the difference between the changes in the fair value of the derivative instruments and the changes in fair value of the fixed rate debt attributable to changes in the benchmark interest rate.  For cash flow hedges, hedge ineffectiveness is the difference between the change in the fair value of the derivative and the change in the hedged transaction. Hedge ineffectiveness is recorded directly in earnings within interest expense for interest rate swaps, other income and expense, net for hedging of the foreign exchange risk on intercompany loans, cost of sales for foreign exchange risk on inventory purchases and operating expense for fuel hedging. All amounts were immaterial for the first quarter of fiscal 2018 and 2017. None of the instruments contain credit-risk-related contingent features.

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Debt

3 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Debt

DEBT

Sysco has a commercial paper program allowing the company to issue short-term unsecured notes in an aggregate amount not to exceed $2.0 billion. As of September 30, 2017, there was $864.8 million in commercial paper issuances outstanding. Any outstanding amounts are classified within long-term debt, as the program is supported by a long-term revolving credit facility. During the first 13 weeks of 2018, aggregate outstanding commercial paper issuances and short-term bank borrowings ranged from $254.5 million to approximately $1.1 billion.

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Earnings Per Share

3 Months Ended

Sep. 30, 2017

Earnings Per Share, Basic [Abstract]

Earnings Per Share

EARNINGS PER SHARE

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

	13-Week Period Ended
	Sep. 30, 2017		Oct. 1, 2016
	(In thousands, except for share and per share data)
Numerator:
Net earnings	$	367,640	$	323,887
Denominator:
Weighted-average basic shares outstanding	527,289,675		555,437,764
Dilutive effect of share-based awards	5,773,751		5,516,304
Weighted-average diluted shares outstanding	533,063,426		560,954,068
Basic earnings per share	$	0.70	$	0.58
Diluted earnings per share	$	0.69	$	0.58

The number of options that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 6,438,000 and 2,056,000 for the first quarter of fiscal 2018 and fiscal 2017, respectively.

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Other Comprehensive Income

3 Months Ended

Sep. 30, 2017

Other Comprehensive Income (Loss), Net of Tax [Abstract]

Other Comprehensive Income

OTHER COMPREHENSIVE INCOME

Comprehensive income is net earnings plus certain other items that are recorded directly to shareholders’ equity, such as foreign currency translation adjustment, amounts related to cash flow hedging arrangements and certain amounts related to pension and other postretirement plans.  Comprehensive income was $487.8 million and $247.1 million for the first quarter of fiscal 2018 and fiscal 2017, respectively.

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

		13-Week Period Ended Sep. 30, 2017
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount			Tax			Net of Tax Amount
		(In thousands)
Pension and other postretirement benefit plans:
Reclassification adjustments:
Amortization of prior service cost	Operating expenses	$	2,409		$	925		$	1,484
Amortization of actuarial loss (gain), net	Operating expenses	8,761			3,364			5,397
Total reclassification adjustments		11,170			4,289			6,881
Foreign currency translation:
Foreign currency translation adjustment	N/A	121,329			—			121,329
Hedging instruments:
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	2,873			1,103			1,770
Other comprehensive income before reclassification adjustments:
Change in cash flow hedges	N/A	3,406			1,203			2,203
Change in net investment hedges	N/A	(23,376		)	(11,352		)	(12,024		)
Total other comprehensive income		$	115,402		$	(4,757	)	$	120,159

		13-Week Period Ended Oct. 1, 2016
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount			Tax		Net of Tax Amount
		(In thousands)
Pension and other postretirement benefit plans:
Reclassification adjustments:
Amortization of prior service cost	Operating expenses	$	2,844		$	1,092	$	1,752
Amortization of actuarial loss (gain), net	Operating expenses	12,721			3,931		8,790
Prior service cost arising in current year	Operating expenses	738			—		738
Total reclassification adjustments		16,303			5,023		11,280
Foreign currency translation:
Other comprehensive income before    reclassification adjustments:
Foreign currency translation adjustment	N/A	(89,553		)	—		(89,553		)
Interest rate swaps:
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	2,873			1,103		1,770
Change in cash flow hedges	N/A	(319		)	—		(319		)
Total other comprehensive income		$	(70,696	)	$	6,126	$	(76,822	)

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

	13-Week Period Ended Sep. 30, 2017
	Pension and Other Postretirement Benefit Plans, net of tax			Foreign Currency Translation			Hedging, net of tax			Total
	(In thousands)
Balance as of Jul. 1, 2017	$	(974,232	)	$	(148,056	)	$	(140,449	)	$	(1,262,737	)
Equity adjustment from foreign currency translation	—			121,329			—			121,329
Change in cash flow hedges	—			—			2,203			2,203
Amortization of cash flow hedges	—			—			1,770			1,770
Change in net investment hedges	—			—			(12,024		)	(12,024		)
Amortization of unrecognized prior service cost	1,484			—			—			1,484
Amortization of unrecognized net actuarial losses	5,397			—			—			5,397
Balance as of Sep. 30, 2017	$	(967,351	)	$	(26,727	)	$	(148,500	)	$	(1,142,578	)

	13-Week Period Ended Oct. 1, 2016
	Pension and Other Postretirement Benefit Plans, net of tax			Foreign Currency Translation			Hedging, net of tax			Total
	(In thousands)
Balance as of Jul. 2, 2016	$	(1,104,484	)	$	(136,813	)	$	(116,821	)	$	(1,358,118	)
Equity adjustment from foreign currency translation	—			(89,553		)	—			(89,553		)
Other comprehensive income before    reclassification adjustments	—			—			—			—
Amortization of cash flow hedges	—			—			1,770			1,770
Change in cash flow hedges	—			—			(319		)	(319		)
Prior service cost arising in current year	738			—			—			738
Amortization of unrecognized prior service cost	1,752			—			—			1,752
Amortization of unrecognized net actuarial losses	8,790			—			—			8,790
Balance as of Oct. 1, 2016	$	(1,093,204	)	$	(226,366	)	$	(115,370	)	$	(1,434,940	)

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Share-Based Compensation

3 Months Ended

Sep. 30, 2017

Share-based Compensation [Abstract]

Share-Based Compensation

SHARE-BASED COMPENSATION

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

Stock Incentive Plans

In the first quarter of fiscal 2018, options to purchase 4,018,653 shares were granted to employees. The fair value of each option award is estimated as of the date of grant using a Black-Scholes option pricing model. The weighted average grant-date fair value per option granted during the first quarter of fiscal 2018 was $7.08.

In the first quarter of fiscal 2018, 857,527 performance share units (PSUs) were granted to employees.  Based on the jurisdiction in which the employee resides, some of these PSUs were granted with forfeitable dividend equivalents.  The fair value of each PSU award granted with a dividend equivalent is based on the company’s stock price as of the date of grant.  For PSUs granted without dividend equivalents, the fair value was reduced by the present value of expected dividends during the vesting period.  The weighted average grant-date fair value per performance share unit granted during the first quarter of fiscal 2018 was $51.09.  The PSUs will convert into shares of Sysco common stock at the end of the performance period based on financial performance targets consisting of Sysco’s earnings per share compound annual growth rate and adjusted return on invested capital.

Employee Stock Purchase Plan

Plan participants purchased 280,673 shares of common stock under the Sysco ESPP during the first quarter of fiscal 2018.

The weighted average fair value per right of employee stock purchase rights issued pursuant to the ESPP was $7.55 during the first quarter of fiscal 2018.  The fair value of the stock purchase rights is estimated as the difference between the stock price and the employee purchase price.

All Share-Based Payment Arrangements

The total share-based compensation cost that has been recognized in results of operations was $28.0 million and $25.1 million for the first quarter of fiscal 2018 and fiscal 2017, respectively.

As of September 30, 2017, there was $145.5 million of total unrecognized compensation cost related to share-based compensation arrangements.  This cost is expected to be recognized over a weighted-average period of 2.23 years.

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Income Taxes

3 Months Ended

Sep. 30, 2017

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

Effective Tax Rate

Sysco’s effective tax rate is reflective of the jurisdictions where the company has operations. Indefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate have the impact of reducing the effective tax rates. The effective tax rates for the first quarters of fiscal 2018 and fiscal 2017 were 32.72% and 35.28%, respectively. The lower effective tax rate for the first quarter of fiscal 2018 is primarily due to the favorable impact of the excess tax benefits of equity-based compensation that totaled $16.0 million. Sysco began recognizing these amounts within income tax expense in the first quarter of fiscal 2018 due to the adoption of ASU 2016-09.

Uncertain Tax Positions

As of September 30, 2017, the gross amount of unrecognized tax benefit and related accrued interest was $16.2 million and $11.1 million, respectively.  It is reasonably possible that the amount of the unrecognized tax benefit with respect to certain of the company’s unrecognized tax positions will increase or decrease in the next twelve months, either because Sysco prevails on positions challenged upon audit or because the company agrees to the disallowance.  Items that may cause changes to unrecognized tax benefits primarily include the consideration of various filing requirements in numerous states and the allocation of income and expense between tax jurisdictions.  At this time, an estimate of the range of the reasonably possible change cannot be made.

Other

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

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Commitments and Contingencies

3 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Sysco is engaged in various legal proceedings that have arisen but have not been fully adjudicated.  The likelihood of loss for these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible to probable.  When probable and reasonably estimable, the losses have been accrued.  Based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect upon the consolidated financial position or results of operations of the company.  However, the final results of legal proceedings cannot be predicted with certainty, and if the company failed to prevail in one or more of these legal matters, and the associated realized losses were to exceed the company’s current estimates of the range of potential losses, the company’s consolidated financial position or results of operations could be materially adversely affected in future periods.

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Business Segment Information

3 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

Business Segment Information

BUSINESS SEGMENT INFORMATION

The company has aggregated certain of its operating companies into three reportable segments. “Other” financial information is attributable to the company’s other operating segments that do not meet the quantitative disclosure thresholds.

• U.S. Foodservice Operations - primarily includes U.S. Broadline operations, custom-cut meat and seafood companies, FreshPoint (our specialty produce companies) and European Imports (a specialty import company);

• International Foodservice Operations - primarily includes broadline operations in Canada, Europe, Bahamas, Mexico, Costa Rica and Panama, as well as a company that distributes to international customers;

• SYGMA - our customized distribution subsidiary; and

• Other - primarily our hotel supply operations and Sysco Labs, which includes our suite of technology solutions that help support the business needs of our customers and provides support for some of our business technology needs.

Broadline operating companies distribute a full line of food products and a wide variety of non-food products to both traditional and chain restaurant customers, hospitals, schools, hotels, industrial caterers and other venues where foodservice products are served.  SYGMA operating companies distribute a full line of food products and a wide variety of non-food products to certain chain restaurant customer locations.

The accounting policies for the segments are the same as those disclosed by Sysco for its consolidated financial statements. Management evaluates the performance of each of our operating segments based on its respective operating income results. Corporate expenses generally include all expenses of the corporate office and Sysco’s shared services center.  These also include all share-based compensation costs.  While a segment’s operating income may be impacted in the short-term by increases or decreases in gross profits, expenses, or a combination thereof, over the long-term each business segment is expected to increase its operating income at a greater rate than sales growth.  This is consistent with our long-term goal of leveraging earnings growth at a greater rate than sales growth.

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

	13-Week Period Ended
	Sep. 30, 2017			Oct. 1, 2016
Sales:	(In thousands)
U.S. Foodservice Operations	$	9,848,942		$	9,481,115
International Foodservice Operations	2,903,255			2,728,360
SYGMA	1,640,671			1,504,692
Other	257,556			254,487
Total	$	14,650,424		$	13,968,654
	13-Week Period Ended
	Sep. 30, 2017			Oct. 1, 2016
Operating income:	(In thousands)
U.S. Foodservice Operations	$	780,869		$	745,231
International Foodservice Operations	76,646			79,435
SYGMA	4,845			4,908
Other	6,929			8,001
Total segments	869,289			837,575
Corporate	(246,197		)	(270,742		)
Total operating income	623,092			566,833
Interest expense	80,884			73,623
Other expense (income), net	(4,248		)	(7,216		)
Earnings before income taxes	$	546,456		$	500,426

	Sep. 30, 2017		Jul. 1, 2017		Oct. 1, 2016
Assets:	(In thousands)
U.S. Foodservice Operations	$	7,153,312	$	6,675,543	$	6,988,148
International Foodservice Operations	6,607,325		6,433,815		6,410,354
SYGMA	626,589		625,653		583,106
Other	448,891		448,885		433,895
Total segments	14,836,117		14,183,896		14,415,503
Corporate	3,582,473		3,572,759		3,609,307
Total	$	18,418,590	$	17,756,655	$	18,024,810

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Supplemental Guarantor Information - Subsidiary Guarantees

3 Months Ended

Sep. 30, 2017

Guarantees [Abstract]

Supplemental Guarantor Information - Subsidiary Guarantees

SUPPLEMENTAL GUARANTOR INFORMATION - SUBSIDIARY GUARANTEES

On January 19, 2011, the wholly owned U.S. Broadline subsidiaries of Sysco Corporation entered into full and unconditional guarantees of all outstanding senior notes and debentures of Sysco Corporation.  Borrowings under the company’s revolving credit facility supporting the company’s U.S. and Canadian commercial paper programs are also covered under these guarantees.  As of September 30, 2017, Sysco had a total of $9.0 billion in senior notes, debentures and commercial paper issuances outstanding that was covered by these guarantees.

All subsidiary guarantors are 100% owned by the parent company, all guarantees are full and unconditional and all guarantees are joint and several, except that the guarantee of any subsidiary guarantor with respect to a series of senior notes or debentures may be released under certain customary circumstances.  If we exercise our defeasance option with respect to the senior notes or debentures of any series, then any subsidiary guarantor effectively will be released with respect to that series.  Further, each subsidiary guarantee will remain in full force and effect until the earliest to occur of the date, if any, on which (1) the applicable subsidiary guarantor shall consolidate with or merge into Sysco Corporation or any successor of Sysco Corporation or (2) Sysco Corporation or any successor of Sysco Corporation consolidates with or merges into the applicable subsidiary guarantor.

In conjunction with the preparation of our September 30, 2017 condensed consolidating financial statements, the company identified certain wholly owned U.S. Broadline subsidiaries that are guarantors of the outstanding senior notes and debentures of Sysco Corporation but were presented within Other Non-Guarantor Subsidiaries during fiscal 2017. The fiscal 2017 Condensed Consolidating Balance Sheet and Statements of Comprehensive Income and Cash flows included herein have been revised to present such U.S. Broadline subsidiaries as guarantor subsidiaries.   The company assessed the materiality of the incorrect guarantor disclosures and concluded that the misstatement was not material to the financial statements as a whole, but have provided revised information below for the sake of consistency with the current period disclosures.

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

	Condensed Consolidating Balance Sheet
	Sep. 30, 2017
	Sysco		U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	200,583	$	4,228,854	$	4,167,565	$	—		$	8,597,002
Intercompany receivables	4,275,051		966,873		—		(5,241,924		)	—
Investment in subsidiaries	7,138,247		—		—		(7,138,247		)	—
Plant and equipment, net	261,906		2,032,227		2,094,166		—			4,388,299
Other assets	151,031		514,392		4,767,866		—			5,433,289
Total assets	$	12,026,818	$	7,742,346	$	11,029,597	$	(12,380,171	)	$	18,418,590
Current liabilities	$	360,586	$	4,859,882	$	919,814	$	—		$	6,140,282
Intercompany payables	—		—		5,241,924		(5,241,924		)	—
Long-term debt	8,352,110		7,191		67,058		—			8,426,359
Other liabilities	1,078,868		20,268		434,451		—			1,533,587
Noncontrolling interest	—		—		83,108		—			83,108
Shareholders’ equity	2,235,254		2,855,005		4,283,242		(7,138,247		)	2,235,254
Total liabilities and shareholders’ equity	$	12,026,818	$	7,742,346	$	11,029,597	$	(12,380,171	)	$	18,418,590

	Condensed Consolidating Balance Sheet
	July 1, 2017
	Sysco		U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	177,495	$	3,786,055	$	4,069,888	$	—		$	8,033,438
Intercompany receivables	4,444,035		—		—		(4,444,035		)	—
Investment in subsidiaries	6,451,994		—		—		(6,451,994		)	—
Plant and equipment, net	258,527		2,039,761		2,079,014		—			4,377,302
Other assets	151,743		426,257		4,767,915		—			5,345,915
Total assets	$	11,483,794	$	6,252,073	$	10,916,817	$	(10,896,029	)	$	17,756,655
Current liabilities	$	650,899	$	3,521,661	$	1,923,326	$	—		$	6,095,886
Intercompany payables	—		276,933		4,167,102		(4,444,035		)	—
Long-term debt	7,588,041		7,776		65,060		—			7,660,877
Other liabilities	863,338		103,784		568,415		—			1,535,537
Noncontrolling interest	—		—		82,839		—			82,839
Shareholders’ equity	2,381,516		2,341,919		4,110,075		(6,451,994		)	2,381,516
Total liabilities and shareholders’ equity	$	11,483,794	$	6,252,073	$	10,916,817	$	(10,896,029	)	$	17,756,655

	Condensed Consolidating Balance Sheet
	Oct. 1, 2016
	Sysco		U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	226,681	$	4,130,493	$	3,778,296	$	—		$	8,135,470
Intercompany receivables	3,408,107		—				(3,408,107		)
Investment in subsidiaries	7,865,699		—		—		(7,865,699		)	—
Plant and equipment, net	394,254		2,032,194		1,992,076		—			4,418,524
Other assets	199,918		1,111,301		4,159,597		—			5,470,816
Total assets	$	12,094,659	$	7,273,988	$	9,929,969	$	(11,273,806	)	$	18,024,810
Current liabilities	$	433,751	$	1,708,547	$	3,224,252	$	—		$	5,366,550
Intercompany payables	—		1,617,949		1,790,158		(3,408,107		)	—
Long-term debt	7,607,826		61,663		174,028		—			7,843,517
Other liabilities	1,032,296		156,272		528,526		—			1,717,094
Noncontrolling interest	—		—		76,863		—			76,863
Shareholders’ equity	3,020,786		3,729,557		4,136,142		(7,865,699		)	3,020,786
Total liabilities and shareholders’ equity	$	12,094,659	$	7,273,988	$	9,929,969	$	(11,273,806	)	$	18,024,810

	Condensed Consolidating Statement of Comprehensive Income
	For the 13-Week Period Ended Sep. 30, 2017
	Sysco			U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	9,021,657		$	6,120,313		$	(491,546	)	$	14,650,424
Cost of sales	—			7,275,423			5,072,879			(491,546		)	11,856,756
Gross profit	—			1,746,234			1,047,434			—			2,793,668
Operating expenses	197,864			1,007,359			965,353			—			2,170,576
Operating income (loss)	(197,864		)	738,875			82,081			—			623,092
Interest expense (income) (1)	98,996			(23,351		)	5,239			—			80,884
Other expense (income), net	(3,615		)	(422		)	(211		)	—			(4,248		)
Earnings (losses) before income taxes	(293,245		)	762,648			77,053			—			546,456
Income tax (benefit) provision	(95,958		)	249,561			25,213			—			178,816
Equity in earnings of subsidiaries	564,927			—			—			(564,927		)	—
Net earnings	367,640			513,087			51,840			(564,927		)	367,640
Other comprehensive income (loss)	120,159			—			121,329			(121,329		)	120,159
Comprehensive income	$	487,799		$	513,087		$	173,169		$	(686,256	)	$	487,799

⁽¹⁾ Interest expense (income) includes $27.8 million of intercompany interest income, net, for the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation. There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries.

	Condensed Consolidating Statement of Comprehensive Income
	For the 52-Week Period Ended Jul. 1, 2017
	Sysco			U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	34,325,884		$	22,862,131		$	(1,816,876	)	$	55,371,139
Cost of sales	—			27,690,469			18,940,039			(1,816,876		)	44,813,632
Gross profit	—			6,635,415			3,922,092			—			10,557,507
Operating expenses	931,498			3,907,829			3,665,009			—			8,504,336
Operating income (loss)	(931,498		)	2,727,586			257,083			—			2,053,171
Interest expense (income) (1)	405,030			(122,012		)	19,860			—			302,878
Other expense (income), net	(23,740		)	(1,116		)	8,919			—			(15,937		)
Earnings (losses) before income taxes	(1,312,788		)	2,850,714			228,304			—			1,766,230
Income tax (benefit) provision	(463,598		)	1,006,703			80,622			—			623,727
Equity in earnings of subsidiaries	1,991,693			—			—			(1,991,693		)	—
Net earnings	1,142,503			1,844,011			147,682			(1,991,693		)	1,142,503
Other comprehensive income (loss)	95,381			—			(9,317		)	9,317			95,381
Comprehensive income	$	1,237,884		$	1,844,011		$	138,365		$	(1,982,376	)	$	1,237,884

⁽¹⁾ Interest expense (income) includes $135.9 million of intercompany interest income, net, for the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation. There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries.

	Condensed Consolidating Statement of Comprehensive Income
	For the 13-Week Period Ended Oct. 1, 2016
	Sysco			U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	8,706,151		$	5,707,420		$	(444,917	)	$	13,968,654
Cost of sales	—			7,012,713			4,708,939			(444,917		)	11,276,735
Gross profit	—			1,693,438			998,481			—			2,691,919
Operating expenses	217,903			983,072			924,111			—			2,125,086
Operating income (loss)	(217,903		)	710,366			74,370			—			566,833
Interest expense (income) (1)	90,158			(21,210		)	4,675			—			73,623
Other expense (income), net	(14,891		)	(241		)	7,916			—			(7,216		)
Earnings (losses) before income taxes	(293,170		)	731,817			61,779			—			500,426
Income tax (benefit) provision	(103,424		)	258,169			21,794			—			176,539
Equity in earnings of subsidiaries	513,633			—			—			(513,633		)	—
Net earnings	323,887			473,648			39,985			(513,633		)	323,887
Other comprehensive income (loss)	(76,822		)	—			(89,553		)	89,553			(76,822		)
Comprehensive income	$	247,065		$	473,648		$	(49,568	)	$	(424,080	)	$	247,065

⁽¹⁾ Interest expense (income) includes $24.8 million of intercompany interest income, net, for the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation. There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries.

	Condensed Consolidating Cash Flows
	For the 13-Week Period Ended Sep. 30, 2017
	Sysco			U.S.  Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	(49,085	)	$	76,658		$	55,202		$	82,775
Investing activities	(18,365		)	(53,281		)	(62,893		)	(134,539		)
Financing activities	76,568			(4,872		)	1,199			72,895
Effect of exchange rates on cash	—			—			18,570			18,570
Net increase (decrease) in cash and cash equivalents	9,118			18,505			12,078			39,701
Cash and cash equivalents at the beginning of period	111,576			18,788			739,138			869,502
Cash and cash equivalents at the end of period	$	120,694		$	37,293		$	751,216		$	909,203

	Condensed Consolidating Cash Flows
	For the 52-Week Period Ended Jul. 1, 2017
	Sysco			U.S.  Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations (1)			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	1,511,881		$	3,023,400		$	658,229		$	(2,978,000	)	$	2,215,510
Investing activities	(3,274,566		)	(261,330		)	(175,565		)	127,000			(3,584,461		)
Financing activities	(1,502,151		)	(2,777,661		)	(229,931		)	2,851,000			(1,658,743		)
Effect of exchange rates on cash	—			—			(22,104		)	—			(22,104		)
Net increase (decrease) in cash and cash equivalents	(3,264,836		)	(15,591		)	230,629			—			(3,049,798		)
Cash and cash equivalents at the beginning of period	3,376,412			34,379			508,509			—			3,919,300
Cash and cash equivalents at the end of period	$	111,576		$	18,788		$	739,138		$	—		$	869,502

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

	Condensed Consolidating Cash Flows
	For the 13-Week Period Ended Oct. 1, 2016
	Sysco			U.S.  Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	151,435		$	55,491		$	47,016		$	253,942
Investing activities	(3,095,842		)	(48,677		)	96,064			(3,048,455		)
Financing activities	(301,193		)	(8,894		)	(84,840		)	(394,927		)
Effect of exchange rates on cash	—			—			30,038			30,038
Net increase (decrease) in cash and cash equivalents	(3,245,600		)	(2,080		)	88,278			(3,159,402		)
Cash and cash equivalents at the beginning of period	3,376,412			34,379			508,509			3,919,300
Cash and cash equivalents at the end of period	$	130,812		$	32,299		$	596,787		$	759,898

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New Accounting Standards (Policies)

3 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

New Accounting Standards

Stock Compensation

In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718). The ASU identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The company elected to maintain the current policy to estimate forfeitures expected to occur to determine stock-based compensation expense. Further, the company adopted the provisions that have changed its accounting for excess tax benefits, or detriments. Excess tax benefits, or detriments, were previously included within additional paid-in capital in the consolidated balance sheet and were a part of the diluted share calculation. With the adoption of ASU 2016-09 on a prospective basis, excess tax benefits, or detriments, are included within income tax expense in the consolidated results of operations and are no longer a part of the diluted share calculation. In the first quarter of fiscal 2018, the company recognized excess tax benefits of $16.0 million from stock option exercises that occurred during the quarter.

The standard also requires several presentation changes with regard to the statement of cash flows. Cash flows related to excess tax benefits or detriments are included in net cash provided by operating activities, rather than as a financing activity. Sysco chose a retrospective application of this provision; therefore, amounts presented for fiscal 2017 reflect the guidance required by this ASU. The standard further requires that cash paid by an employer, when directly withholding shares for tax withholding purposes, should be classified as a financing activity. Retrospective application is required for this provision; however, amounts were not material for either period and, therefore, were not separately disclosed or retroactively applied.

Simplifying the Test for Goodwill Impairment

In January 2017, the FASB issued ASU 2017-04, Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The company elected to early adopt this ASU, as it is easier to execute.

Targeted Improvements to Accounting for Hedging Activities

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging, which expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The guidance is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods, which is the first quarter of fiscal 2020 for Sysco, with early adoption permitted. The company is currently reviewing the provisions of the new standard.

Leases

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), specifying the accounting for leases, which supersedes the leases requirements in Topic 840, Leases. The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. Lessors’ accounting is largely unchanged from the previous accounting standard. In addition, Topic 842 expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, which is fiscal 2020 for Sysco, with early adoption permitted. The company is currently reviewing the provisions of the new standard.

Revenue from Contracts with Customers

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods within new fiscal years beginning after December 15, 2017, which is fiscal 2019 for Sysco, and could be early adopted in fiscal 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption.

The company’s impact assessment of the standard is ongoing, and the company does not intend to early adopt this standard in fiscal 2018. Enhanced disclosures, including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition, are required. We will continue our assessment, which may identify other impacts of the adoption of Topic 606. The company will adopt the standard in the first quarter of fiscal 2019 and preliminarily expects to use the modified retrospective method. However, our adoption method is subject to change as we continue to evaluate the impact of the standard.

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Fair Value Measurements (Tables)

3 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Assets and liabilities measured at fair value table

The following tables present the company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2017, July 1, 2017 and October 1, 2016:

	Assets and Liabilities Measured at Fair Value as of Sep. 30, 2017
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	287,203	$	43,191	$	—	$	330,394
Other current assets:
Interest rate swaps	—		223		—		223
Foreign currency forwards	—		461		—		461
Fuel swaps	—		4,743		—		4,743
Other assets:
Foreign currency swaps	—		5,912		—		5,912
Total assets at fair value	$	287,203	$	54,530	$	—	$	341,733
Liabilities:
Other current liabilities:
Foreign currency forwards	$	—	$	118	$	—	$	118
Other long-term liabilities:
Interest rate swaps	—		22,653		—		22,653
Cross-currency swaps	—		15,115		—		15,115
Foreign currency swaps	—		34,114		—		34,114
Total liabilities at fair value	$	—	$	72,000	$	—	$	72,000

	Assets and Liabilities Measured at Fair Value as of Jul. 1, 2017
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	238,954	$	49,430	$	—	$	288,384
Other current assets:
Fuel swaps	—		717		—		717
Other assets:
Interest rate swaps	—		707		—		707
Total assets at fair value	$	238,954	$	50,854	$	—	$	289,808
Liabilities:
Other current liabilities:
Fuel swaps	$	—	$	6,320	$	—	$	6,320
Foreign currency forwards	—		154		—		154
Other long-term liabilities:
Interest rate swaps	—		21,390		—		21,390
Cross-currency swaps	—		5,816		—		5,816
Foreign currency swaps	—		12,308		—		12,308
Total liabilities at fair value	$	—	$	45,988	$	—	$	45,988

	Assets and Liabilities Measured at Fair Value as of Oct. 1, 2016
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	9,176	$	43,270	$	—	$	52,446
Other current assets:
Foreign currency forwards	—		873		—		873
Other assets
Interest rate swap agreement	—		18,935		—		18,935
Foreign currency swaps	—		3,979		—		3,979
Total assets at fair value	$	9,176	$	67,057	$	—	$	76,233
Liabilities:
Other current liabilities:
Fuel hedges	$	—	$	618	$	—	$	618
Other long-term liabilities
Cross-currency swaps	—		3,184		—		3,184
Foreign currency swaps	—		10,695		—		10,695
Total liabilities at fair value	$	—	$	14,497	$	—	$	14,497

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Derivative Financial Instruments (Tables)

3 Months Ended

Sep. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of outstanding swap agreements

Details of outstanding hedging instruments as of September 30, 2017 are below:

Maturity Date of the Hedging Instrument	Currency / Unit of Measure	Notional Value (in millions)
Hedging of interest rate risk
February 2018	U.S. Dollar	500
April 2019	U.S. Dollar	500
October 2020	U.S. Dollar	750
July 2021	U.S. Dollar	500
Hedging of foreign currency risk (1)
July 2021	British Pound Sterling	234
August 2021	Euro	534
June 2023	Euro	500
Hedging of fuel risk
Various (October 2017 to August 2018)	Gallons	49

⁽¹⁾ Sysco’s European operations use foreign currency forward contracts to hedge against foreign exchange exposures related to inventory purchases. These are not material to Sysco’s overall hedging portfolio.

Derivatives balance sheet location table

The location and the fair value of derivative instruments designated as hedges in the consolidated balance sheet as of September 30, 2017, July 1, 2017 and October 1, 2016 are as follows:

		Derivative Fair Value
	Balance Sheet location	Sep. 30, 2017		Jul. 1, 2017		Oct. 1, 2016
		(In thousands)
Fair Value Hedges:
Interest rate swaps	Other current assets	$	223	$	707	$	—
Interest rate swaps	Other assets	—		—		18,935
Interest rate swaps	Other long-term liabilities	22,653		21,390		—
Cash Flow Hedges:
Fuel swaps	Other current assets	$	4,743	$	717	$	—
Foreign currency forwards	Other current assets	461		—		873
Fuel swaps	Other current liabilities	—		6,320		618
Foreign currency forwards	Other current liabilities	118		154		—
Cross currency swaps	Other long-term liabilities	15,115		5,816		3,184
Net Investment Hedges:
Foreign currency swaps	Other assets	$	5,912	$	—	$	3,979
Foreign currency swaps	Other long-term liabilities	34,114		12,308		10,695

Schedule of location and effect of derivative instruments and related hedged items

The location and effect of derivative instruments and related hedged items on the consolidated results of operations for the 13-week periods ended September 30, 2017 and October 1, 2016, presented on a pretax basis, are as follows:

	Location of (Gain) or Loss Recognized	Amount of (Gain) or Loss Recognized
		13-Week Period Ended
		Sep. 30, 2017			Oct. 1, 2016
		(In thousands)
Fair Value Hedge Relationships:
Interest rate swaps	Interest expense	$	(600	)	$	(3,400	)
Cash Flow Hedge Relationships:
Forward starting interest rate swaps (1)	Interest expense	$	(2,873	)	$	(2,873	)
Fuel swaps	Other comprehensive income	(10,859		)	—
Foreign currency forwards	Other comprehensive income	(185		)	—
Cross currency swaps	Other comprehensive income	7,638			—
Net Investment Hedge Relationships:
Foreign currency swaps	Other comprehensive income	$	23,376		$	—

⁽¹⁾  Represents amortization of losses on forward starting interest rate swap agreements that were previously settled.

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Earnings Per Share (Tables)

3 Months Ended

Sep. 30, 2017

Earnings Per Share, Basic [Abstract]

Computation of basic and diluted earnings per share table

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

	13-Week Period Ended
	Sep. 30, 2017		Oct. 1, 2016
	(In thousands, except for share and per share data)
Numerator:
Net earnings	$	367,640	$	323,887
Denominator:
Weighted-average basic shares outstanding	527,289,675		555,437,764
Dilutive effect of share-based awards	5,773,751		5,516,304
Weighted-average diluted shares outstanding	533,063,426		560,954,068
Basic earnings per share	$	0.70	$	0.58
Diluted earnings per share	$	0.69	$	0.58

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Other Comprehensive Income (Tables)

3 Months Ended

Sep. 30, 2017

Other Comprehensive Income (Loss), Net of Tax [Abstract]

Summary of components of other comprehensive (loss) income and related tax effects

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

		13-Week Period Ended Sep. 30, 2017
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount			Tax			Net of Tax Amount
		(In thousands)
Pension and other postretirement benefit plans:
Reclassification adjustments:
Amortization of prior service cost	Operating expenses	$	2,409		$	925		$	1,484
Amortization of actuarial loss (gain), net	Operating expenses	8,761			3,364			5,397
Total reclassification adjustments		11,170			4,289			6,881
Foreign currency translation:
Foreign currency translation adjustment	N/A	121,329			—			121,329
Hedging instruments:
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	2,873			1,103			1,770
Other comprehensive income before reclassification adjustments:
Change in cash flow hedges	N/A	3,406			1,203			2,203
Change in net investment hedges	N/A	(23,376		)	(11,352		)	(12,024		)
Total other comprehensive income		$	115,402		$	(4,757	)	$	120,159

		13-Week Period Ended Oct. 1, 2016
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount			Tax		Net of Tax Amount
		(In thousands)
Pension and other postretirement benefit plans:
Reclassification adjustments:
Amortization of prior service cost	Operating expenses	$	2,844		$	1,092	$	1,752
Amortization of actuarial loss (gain), net	Operating expenses	12,721			3,931		8,790
Prior service cost arising in current year	Operating expenses	738			—		738
Total reclassification adjustments		16,303			5,023		11,280
Foreign currency translation:
Other comprehensive income before    reclassification adjustments:
Foreign currency translation adjustment	N/A	(89,553		)	—		(89,553		)
Interest rate swaps:
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	2,873			1,103		1,770
Change in cash flow hedges	N/A	(319		)	—		(319		)
Total other comprehensive income		$	(70,696	)	$	6,126	$	(76,822	)

Rollforward of accumulated other comprehensive (loss) income

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

	13-Week Period Ended Sep. 30, 2017
	Pension and Other Postretirement Benefit Plans, net of tax			Foreign Currency Translation			Hedging, net of tax			Total
	(In thousands)
Balance as of Jul. 1, 2017	$	(974,232	)	$	(148,056	)	$	(140,449	)	$	(1,262,737	)
Equity adjustment from foreign currency translation	—			121,329			—			121,329
Change in cash flow hedges	—			—			2,203			2,203
Amortization of cash flow hedges	—			—			1,770			1,770
Change in net investment hedges	—			—			(12,024		)	(12,024		)
Amortization of unrecognized prior service cost	1,484			—			—			1,484
Amortization of unrecognized net actuarial losses	5,397			—			—			5,397
Balance as of Sep. 30, 2017	$	(967,351	)	$	(26,727	)	$	(148,500	)	$	(1,142,578	)

	13-Week Period Ended Oct. 1, 2016
	Pension and Other Postretirement Benefit Plans, net of tax			Foreign Currency Translation			Hedging, net of tax			Total
	(In thousands)
Balance as of Jul. 2, 2016	$	(1,104,484	)	$	(136,813	)	$	(116,821	)	$	(1,358,118	)
Equity adjustment from foreign currency translation	—			(89,553		)	—			(89,553		)
Other comprehensive income before    reclassification adjustments	—			—			—			—
Amortization of cash flow hedges	—			—			1,770			1,770
Change in cash flow hedges	—			—			(319		)	(319		)
Prior service cost arising in current year	738			—			—			738
Amortization of unrecognized prior service cost	1,752			—			—			1,752
Amortization of unrecognized net actuarial losses	8,790			—			—			8,790
Balance as of Oct. 1, 2016	$	(1,093,204	)	$	(226,366	)	$	(115,370	)	$	(1,434,940	)

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Business Segment Information (Tables)

3 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

Business segment table

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

	13-Week Period Ended
	Sep. 30, 2017			Oct. 1, 2016
Sales:	(In thousands)
U.S. Foodservice Operations	$	9,848,942		$	9,481,115
International Foodservice Operations	2,903,255			2,728,360
SYGMA	1,640,671			1,504,692
Other	257,556			254,487
Total	$	14,650,424		$	13,968,654
	13-Week Period Ended
	Sep. 30, 2017			Oct. 1, 2016
Operating income:	(In thousands)
U.S. Foodservice Operations	$	780,869		$	745,231
International Foodservice Operations	76,646			79,435
SYGMA	4,845			4,908
Other	6,929			8,001
Total segments	869,289			837,575
Corporate	(246,197		)	(270,742		)
Total operating income	623,092			566,833
Interest expense	80,884			73,623
Other expense (income), net	(4,248		)	(7,216		)
Earnings before income taxes	$	546,456		$	500,426

	Sep. 30, 2017		Jul. 1, 2017		Oct. 1, 2016
Assets:	(In thousands)
U.S. Foodservice Operations	$	7,153,312	$	6,675,543	$	6,988,148
International Foodservice Operations	6,607,325		6,433,815		6,410,354
SYGMA	626,589		625,653		583,106
Other	448,891		448,885		433,895
Total segments	14,836,117		14,183,896		14,415,503
Corporate	3,582,473		3,572,759		3,609,307
Total	$	18,418,590	$	17,756,655	$	18,024,810

XML

Supplemental Guarantor Information - Subsidiary Guarantees (Tables)

3 Months Ended

Sep. 30, 2017

Guarantees [Abstract]

Condensed consolidating balance sheet table

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

	Condensed Consolidating Balance Sheet
	Sep. 30, 2017
	Sysco		U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	200,583	$	4,228,854	$	4,167,565	$	—		$	8,597,002
Intercompany receivables	4,275,051		966,873		—		(5,241,924		)	—
Investment in subsidiaries	7,138,247		—		—		(7,138,247		)	—
Plant and equipment, net	261,906		2,032,227		2,094,166		—			4,388,299
Other assets	151,031		514,392		4,767,866		—			5,433,289
Total assets	$	12,026,818	$	7,742,346	$	11,029,597	$	(12,380,171	)	$	18,418,590
Current liabilities	$	360,586	$	4,859,882	$	919,814	$	—		$	6,140,282
Intercompany payables	—		—		5,241,924		(5,241,924		)	—
Long-term debt	8,352,110		7,191		67,058		—			8,426,359
Other liabilities	1,078,868		20,268		434,451		—			1,533,587
Noncontrolling interest	—		—		83,108		—			83,108
Shareholders’ equity	2,235,254		2,855,005		4,283,242		(7,138,247		)	2,235,254
Total liabilities and shareholders’ equity	$	12,026,818	$	7,742,346	$	11,029,597	$	(12,380,171	)	$	18,418,590

	Condensed Consolidating Balance Sheet
	July 1, 2017
	Sysco		U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	177,495	$	3,786,055	$	4,069,888	$	—		$	8,033,438
Intercompany receivables	4,444,035		—		—		(4,444,035		)	—
Investment in subsidiaries	6,451,994		—		—		(6,451,994		)	—
Plant and equipment, net	258,527		2,039,761		2,079,014		—			4,377,302
Other assets	151,743		426,257		4,767,915		—			5,345,915
Total assets	$	11,483,794	$	6,252,073	$	10,916,817	$	(10,896,029	)	$	17,756,655
Current liabilities	$	650,899	$	3,521,661	$	1,923,326	$	—		$	6,095,886
Intercompany payables	—		276,933		4,167,102		(4,444,035		)	—
Long-term debt	7,588,041		7,776		65,060		—			7,660,877
Other liabilities	863,338		103,784		568,415		—			1,535,537
Noncontrolling interest	—		—		82,839		—			82,839
Shareholders’ equity	2,381,516		2,341,919		4,110,075		(6,451,994		)	2,381,516
Total liabilities and shareholders’ equity	$	11,483,794	$	6,252,073	$	10,916,817	$	(10,896,029	)	$	17,756,655

	Condensed Consolidating Balance Sheet
	Oct. 1, 2016
	Sysco		U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
Current assets	$	226,681	$	4,130,493	$	3,778,296	$	—		$	8,135,470
Intercompany receivables	3,408,107		—				(3,408,107		)
Investment in subsidiaries	7,865,699		—		—		(7,865,699		)	—
Plant and equipment, net	394,254		2,032,194		1,992,076		—			4,418,524
Other assets	199,918		1,111,301		4,159,597		—			5,470,816
Total assets	$	12,094,659	$	7,273,988	$	9,929,969	$	(11,273,806	)	$	18,024,810
Current liabilities	$	433,751	$	1,708,547	$	3,224,252	$	—		$	5,366,550
Intercompany payables	—		1,617,949		1,790,158		(3,408,107		)	—
Long-term debt	7,607,826		61,663		174,028		—			7,843,517
Other liabilities	1,032,296		156,272		528,526		—			1,717,094
Noncontrolling interest	—		—		76,863		—			76,863
Shareholders’ equity	3,020,786		3,729,557		4,136,142		(7,865,699		)	3,020,786
Total liabilities and shareholders’ equity	$	12,094,659	$	7,273,988	$	9,929,969	$	(11,273,806	)	$	18,024,810

Condensed consolidating statement of comprehensive income table

	Condensed Consolidating Statement of Comprehensive Income
	For the 13-Week Period Ended Sep. 30, 2017
	Sysco			U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	9,021,657		$	6,120,313		$	(491,546	)	$	14,650,424
Cost of sales	—			7,275,423			5,072,879			(491,546		)	11,856,756
Gross profit	—			1,746,234			1,047,434			—			2,793,668
Operating expenses	197,864			1,007,359			965,353			—			2,170,576
Operating income (loss)	(197,864		)	738,875			82,081			—			623,092
Interest expense (income) (1)	98,996			(23,351		)	5,239			—			80,884
Other expense (income), net	(3,615		)	(422		)	(211		)	—			(4,248		)
Earnings (losses) before income taxes	(293,245		)	762,648			77,053			—			546,456
Income tax (benefit) provision	(95,958		)	249,561			25,213			—			178,816
Equity in earnings of subsidiaries	564,927			—			—			(564,927		)	—
Net earnings	367,640			513,087			51,840			(564,927		)	367,640
Other comprehensive income (loss)	120,159			—			121,329			(121,329		)	120,159
Comprehensive income	$	487,799		$	513,087		$	173,169		$	(686,256	)	$	487,799

⁽¹⁾ Interest expense (income) includes $27.8 million of intercompany interest income, net, for the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation. There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries.

	Condensed Consolidating Statement of Comprehensive Income
	For the 52-Week Period Ended Jul. 1, 2017
	Sysco			U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	34,325,884		$	22,862,131		$	(1,816,876	)	$	55,371,139
Cost of sales	—			27,690,469			18,940,039			(1,816,876		)	44,813,632
Gross profit	—			6,635,415			3,922,092			—			10,557,507
Operating expenses	931,498			3,907,829			3,665,009			—			8,504,336
Operating income (loss)	(931,498		)	2,727,586			257,083			—			2,053,171
Interest expense (income) (1)	405,030			(122,012		)	19,860			—			302,878
Other expense (income), net	(23,740		)	(1,116		)	8,919			—			(15,937		)
Earnings (losses) before income taxes	(1,312,788		)	2,850,714			228,304			—			1,766,230
Income tax (benefit) provision	(463,598		)	1,006,703			80,622			—			623,727
Equity in earnings of subsidiaries	1,991,693			—			—			(1,991,693		)	—
Net earnings	1,142,503			1,844,011			147,682			(1,991,693		)	1,142,503
Other comprehensive income (loss)	95,381			—			(9,317		)	9,317			95,381
Comprehensive income	$	1,237,884		$	1,844,011		$	138,365		$	(1,982,376	)	$	1,237,884

⁽¹⁾ Interest expense (income) includes $135.9 million of intercompany interest income, net, for the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation. There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries.

	Condensed Consolidating Statement of Comprehensive Income
	For the 13-Week Period Ended Oct. 1, 2016
	Sysco			U.S. Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Sales	$	—		$	8,706,151		$	5,707,420		$	(444,917	)	$	13,968,654
Cost of sales	—			7,012,713			4,708,939			(444,917		)	11,276,735
Gross profit	—			1,693,438			998,481			—			2,691,919
Operating expenses	217,903			983,072			924,111			—			2,125,086
Operating income (loss)	(217,903		)	710,366			74,370			—			566,833
Interest expense (income) (1)	90,158			(21,210		)	4,675			—			73,623
Other expense (income), net	(14,891		)	(241		)	7,916			—			(7,216		)
Earnings (losses) before income taxes	(293,170		)	731,817			61,779			—			500,426
Income tax (benefit) provision	(103,424		)	258,169			21,794			—			176,539
Equity in earnings of subsidiaries	513,633			—			—			(513,633		)	—
Net earnings	323,887			473,648			39,985			(513,633		)	323,887
Other comprehensive income (loss)	(76,822		)	—			(89,553		)	89,553			(76,822		)
Comprehensive income	$	247,065		$	473,648		$	(49,568	)	$	(424,080	)	$	247,065

⁽¹⁾ Interest expense (income) includes $24.8 million of intercompany interest income, net, for the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation. There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries.

Condensed consolidating cash flows table

	Condensed Consolidating Cash Flows
	For the 13-Week Period Ended Sep. 30, 2017
	Sysco			U.S.  Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	(49,085	)	$	76,658		$	55,202		$	82,775
Investing activities	(18,365		)	(53,281		)	(62,893		)	(134,539		)
Financing activities	76,568			(4,872		)	1,199			72,895
Effect of exchange rates on cash	—			—			18,570			18,570
Net increase (decrease) in cash and cash equivalents	9,118			18,505			12,078			39,701
Cash and cash equivalents at the beginning of period	111,576			18,788			739,138			869,502
Cash and cash equivalents at the end of period	$	120,694		$	37,293		$	751,216		$	909,203

	Condensed Consolidating Cash Flows
	For the 52-Week Period Ended Jul. 1, 2017
	Sysco			U.S.  Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Eliminations (1)			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	1,511,881		$	3,023,400		$	658,229		$	(2,978,000	)	$	2,215,510
Investing activities	(3,274,566		)	(261,330		)	(175,565		)	127,000			(3,584,461		)
Financing activities	(1,502,151		)	(2,777,661		)	(229,931		)	2,851,000			(1,658,743		)
Effect of exchange rates on cash	—			—			(22,104		)	—			(22,104		)
Net increase (decrease) in cash and cash equivalents	(3,264,836		)	(15,591		)	230,629			—			(3,049,798		)
Cash and cash equivalents at the beginning of period	3,376,412			34,379			508,509			—			3,919,300
Cash and cash equivalents at the end of period	$	111,576		$	18,788		$	739,138		$	—		$	869,502

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

	Condensed Consolidating Cash Flows
	For the 13-Week Period Ended Oct. 1, 2016
	Sysco			U.S.  Broadline Subsidiaries			Other Non-Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	151,435		$	55,491		$	47,016		$	253,942
Investing activities	(3,095,842		)	(48,677		)	96,064			(3,048,455		)
Financing activities	(301,193		)	(8,894		)	(84,840		)	(394,927		)
Effect of exchange rates on cash	—			—			30,038			30,038
Net increase (decrease) in cash and cash equivalents	(3,245,600		)	(2,080		)	88,278			(3,159,402		)
Cash and cash equivalents at the beginning of period	3,376,412			34,379			508,509			3,919,300
Cash and cash equivalents at the end of period	$	130,812		$	32,299		$	596,787		$	759,898

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Changes in Accounting (Details) $ in Millions	3 Months Ended
	Sep. 30, 2017 USD ($)
Accounting Changes and Error Corrections [Abstract]
Excess tax benefits of equity-based compensation	$ 16.0

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Acquisitions (Details) - USD ($) $ in Thousands		3 Months Ended
	Jul. 05, 2016	Sep. 30, 2017	Oct. 01, 2016
Business Combinations [Abstract]
Acquisition of businesses, net of cash acquired		$ 0	$ 2,910,461
Contingent consideration maximum number of years (in years)		3 years
Potential cash payout for contingent consideration arrangements		$ 11,300
Amount of recorded earnout liabilities		2,100
Business Acquisition [Line Items]
Acquisition of businesses, net of cash acquired		$ 0	$ 2,910,461
Brakes Group
Business Combinations [Abstract]
Acquisition of businesses, net of cash acquired	$ 2,900,000
Business Acquisition [Line Items]
Acquisition of businesses, net of cash acquired	$ 2,900,000

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Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Jul. 01, 2017	Oct. 01, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying value of total debt	$ 9,000,000
Not Designated as Hedging Instrument
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of total debt	9,400,000	$ 8,600,000	$ 8,400,000
Carrying value of total debt	9,000,000	8,200,000	7,800,000
Level 2 | Other long-term liabilities: | Cross-currency swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:		5,816
Recurring Fair Value Measurements
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	330,394	288,384	52,446
Total assets at fair value	341,733	289,808	76,233
Total liabilities at fair value	72,000	45,988	14,497
Recurring Fair Value Measurements | Other current assets | Interest rate swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets:	223
Recurring Fair Value Measurements | Other current assets | Foreign currency forwards
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets:	461		873
Recurring Fair Value Measurements | Other current assets | Fuel swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets:	4,743	717
Recurring Fair Value Measurements | Other assets | Interest rate swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets:		707	18,935
Recurring Fair Value Measurements | Other assets | Foreign currency swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets:	5,912		3,979
Recurring Fair Value Measurements | Other current liabilities | Foreign currency forwards
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:	118	154
Recurring Fair Value Measurements | Other current liabilities | Fuel swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:		6,320	618
Recurring Fair Value Measurements | Other long-term liabilities: | Interest rate swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:	22,653	21,390
Recurring Fair Value Measurements | Other long-term liabilities: | Foreign currency swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:	34,114	12,308	10,695
Recurring Fair Value Measurements | Other long-term liabilities: | Cross-currency swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:	15,115	5,816	3,184
Recurring Fair Value Measurements | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	287,203	238,954	9,176
Total assets at fair value	287,203	238,954	9,176
Total liabilities at fair value	0	0	0
Recurring Fair Value Measurements | Level 1 | Other current assets | Interest rate swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets:	0
Recurring Fair Value Measurements | Level 1 | Other current assets | Foreign currency forwards
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets:	0		0
Recurring Fair Value Measurements | Level 1 | Other current assets | Fuel swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets:	0	0
Recurring Fair Value Measurements | Level 1 | Other assets | Interest rate swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets:		0	0
Recurring Fair Value Measurements | Level 1 | Other assets | Foreign currency swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets:	0		0
Recurring Fair Value Measurements | Level 1 | Other current liabilities | Foreign currency forwards
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:	0	0
Recurring Fair Value Measurements | Level 1 | Other current liabilities | Fuel swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:		0	0
Recurring Fair Value Measurements | Level 1 | Other long-term liabilities: | Interest rate swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:	0	0
Recurring Fair Value Measurements | Level 1 | Other long-term liabilities: | Foreign currency swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:	0	0	0
Recurring Fair Value Measurements | Level 1 | Other long-term liabilities: | Cross-currency swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:	0	0	0
Recurring Fair Value Measurements | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	43,191	49,430	43,270
Total assets at fair value	54,530	50,854	67,057
Total liabilities at fair value	72,000	45,988	14,497
Recurring Fair Value Measurements | Level 2 | Other current assets | Interest rate swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets:	223
Recurring Fair Value Measurements | Level 2 | Other current assets | Foreign currency forwards
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets:	461		873
Recurring Fair Value Measurements | Level 2 | Other current assets | Fuel swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets:	4,743	717
Recurring Fair Value Measurements | Level 2 | Other assets | Interest rate swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets:		707	18,935
Recurring Fair Value Measurements | Level 2 | Other assets | Foreign currency swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets:	5,912		3,979
Recurring Fair Value Measurements | Level 2 | Other current liabilities | Foreign currency forwards
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:	118	154
Recurring Fair Value Measurements | Level 2 | Other current liabilities | Fuel swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:		6,320	618
Recurring Fair Value Measurements | Level 2 | Other long-term liabilities: | Interest rate swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:	22,653	21,390
Recurring Fair Value Measurements | Level 2 | Other long-term liabilities: | Foreign currency swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:	34,114	12,308	10,695
Recurring Fair Value Measurements | Level 2 | Other long-term liabilities: | Cross-currency swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:	15,115		3,184
Recurring Fair Value Measurements | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0	0
Total assets at fair value	0	0	0
Total liabilities at fair value	0	0	0
Recurring Fair Value Measurements | Level 3 | Other current assets | Interest rate swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets:	0
Recurring Fair Value Measurements | Level 3 | Other current assets | Foreign currency forwards
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets:	0		0
Recurring Fair Value Measurements | Level 3 | Other current assets | Fuel swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets:	0	0
Recurring Fair Value Measurements | Level 3 | Other assets | Interest rate swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets:		0	0
Recurring Fair Value Measurements | Level 3 | Other assets | Foreign currency swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets:	0		0
Recurring Fair Value Measurements | Level 3 | Other current liabilities | Foreign currency forwards
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:	0	0
Recurring Fair Value Measurements | Level 3 | Other current liabilities | Fuel swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:		0	0
Recurring Fair Value Measurements | Level 3 | Other long-term liabilities: | Interest rate swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:	0	0
Recurring Fair Value Measurements | Level 3 | Other long-term liabilities: | Foreign currency swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:	0	0	0
Recurring Fair Value Measurements | Level 3 | Other long-term liabilities: | Cross-currency swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other long-term liabilities:	$ 0	$ 0	$ 0

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Derivative Financial Instruments - Hedging of Debt Portfolio (Details) - 3 months ended Sep. 30, 2017 € in Millions, £ in Millions, gal in Millions, $ in Millions	GBP (£) gal	EUR (€)	USD ($)
Interest rate swap February 2018
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional Value			$ 500
Interest rate swap, April 2019
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional Value			500
Interest rate swap October 2020
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional Value			750
Interest rate swap July 2021
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional Value			$ 500
Hedging of foreign currency risk, July 2021
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional Value | £	£ 234
Hedging of foreign currency risk, August 2021
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional Value | €		€ 534
Hedging of foreign currency risk, June 2023
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional Value | €		€ 500
Fuel swaps
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount (in gallons) | gal	49

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Derivative Financial Instruments - Additional Information (Details) - Hedging Instrument - USD ($) $ in Thousands	Sep. 30, 2017	Jul. 01, 2017	Oct. 01, 2016
Interest rate swap agreements | Fair Value Hedging | Other current assets
Derivative [Line Items]
Fair value of derivative assets	$ 223	$ 707	$ 0
Interest rate swap agreements | Fair Value Hedging | Other assets
Derivative [Line Items]
Fair value of derivative assets	0	0	18,935
Interest rate swap agreements | Fair Value Hedging | Other long-term liabilities
Derivative [Line Items]
Fair value of derivative liabilities	22,653	21,390	0
Fuel swaps | Cash Flow Hedging | Other current assets
Derivative [Line Items]
Fair value of derivative assets	4,743	717	0
Fuel swaps | Cash Flow Hedging | Other current liabilities
Derivative [Line Items]
Fair value of derivative liabilities	0	6,320	618
Foreign currency forwards | Cash Flow Hedging | Other current assets
Derivative [Line Items]
Fair value of derivative assets	461	0	873
Foreign currency forwards | Cash Flow Hedging | Other current liabilities
Derivative [Line Items]
Fair value of derivative liabilities	118	154	0
Cross-currency swaps | Cash Flow Hedging | Other long-term liabilities
Derivative [Line Items]
Fair value of derivative liabilities	15,115	5,816	3,184
Foreign currency swaps | Net Investment Hedging | Other assets
Derivative [Line Items]
Fair value of derivative assets	5,912	0	3,979
Foreign currency swaps | Net Investment Hedging | Other long-term liabilities
Derivative [Line Items]
Fair value of derivative liabilities	$ 34,114	$ 12,308	$ 10,695

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Derivative Financial Instruments - (Gain) Loss on Derivatives (Details) - Hedging Instrument - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2017	Oct. 01, 2016
Fair Value Hedging | Interest rate swaps | Interest expense
Derivative Instruments, Gain (Loss) [Line Items]
(Gain) loss on interest rate swap agreements	$ (600)	$ (3,400)
Cash Flow Hedging | Foreign currency forwards | Interest expense
Derivative Instruments, Gain (Loss) [Line Items]
(Gain) loss on interest rate swap agreements	(2,873)	(2,873)
Cash Flow Hedging | Fuel swaps | Other comprehensive income
Derivative Instruments, Gain (Loss) [Line Items]
(Gain) loss on interest rate swap agreements	(10,859)	0
Cash Flow Hedging | Foreign currency swaps | Other comprehensive income
Derivative Instruments, Gain (Loss) [Line Items]
(Gain) loss on interest rate swap agreements	(185)	0
Cash Flow Hedging | Cross-currency swaps | Other comprehensive income
Derivative Instruments, Gain (Loss) [Line Items]
(Gain) loss on interest rate swap agreements	7,638	0
Net Investment Hedging | Foreign currency swaps | Other comprehensive income
Derivative Instruments, Gain (Loss) [Line Items]
(Gain) loss on interest rate swap agreements	$ 23,376	$ 0

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Debt (Details)	3 Months Ended
	Sep. 30, 2017 USD ($)
Debt [Line Items]
Maximum board-authorized aggregate commercial paper limit	$ 2,000,000,000
Carrying value of total debt	9,000,000,000
Aggregate outstanding commercial paper and short-term debt minimum amount outstanding during period	254,500,000
Maximum amount outstanding	1,100,000,000
Commercial Paper
Debt [Line Items]
Carrying value of total debt	$ 864,800,000

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Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Jul. 01, 2017
Numerator:
Net earnings	$ 367,640	$ 323,887	$ 1,142,503
Denominator:
Weighted-average basic shares outstanding (in shares)	527,289,675	555,437,764
Dilutive effect of share-based awards (in shares)	5,773,751	5,516,304
Weighted-average diluted shares outstanding (in shares)	533,063,426	560,954,068
Basic earnings per share (in dollars per share)	$ 0.70	$ 0.58
Diluted earnings per share (in dollars per share)	$ 0.69	$ 0.58
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded (in shares)	6,438,000	2,056,000

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Other Comprehensive Income - Components of Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Jul. 01, 2017
Accumulated Other Comprehensive Income (Loss) [Line Items]
Comprehensive income	$ 487,799	$ 247,065	$ 1,237,884
Before Tax Amount
Total other comprehensive income	115,402	(70,696)
Tax
Total other comprehensive income	(4,757)	6,126
Net of Tax Amount
Total other comprehensive income (loss)	120,159	(76,822)	$ 95,381
Pension and other postretirement benefit plans: | Operating expenses
Before Tax Amount
Reclassification adjustments, before tax	11,170	16,303
Tax
Amortization of prior service cost	4,289	5,023
Net of Tax Amount
Amortization of prior service cost	6,881	11,280
Amortization of prior service cost
Net of Tax Amount
Amortization of prior service cost	1,484	1,752
Amortization of prior service cost | Operating expenses
Before Tax Amount
Reclassification adjustments, before tax	2,409	2,844
Tax
Amortization of prior service cost	925	1,092
Net of Tax Amount
Amortization of prior service cost	1,484	1,752
Amortization of actuarial loss (gain), net
Net of Tax Amount
Amortization of prior service cost	5,397	8,790
Amortization of actuarial loss (gain), net | Operating expenses
Before Tax Amount
Reclassification adjustments, before tax	8,761	12,721
Tax
Amortization of prior service cost	3,364	3,931
Net of Tax Amount
Amortization of prior service cost	5,397	8,790
Prior service cost arising in current year
Net of Tax Amount
Amortization of prior service cost		738
Prior service cost arising in current year | Operating expenses
Before Tax Amount
Reclassification adjustments, before tax		738
Tax
Amortization of prior service cost		0
Net of Tax Amount
Amortization of prior service cost		738
Foreign currency translation:
Before Tax Amount
Other comprehensive income before reclassifications, before tax	121,329	(89,553)
Tax
Foreign currency translation adjustment	0	0
Net of Tax Amount
Foreign currency translation adjustment	121,329	(89,553)
Amortization of cash flow hedges
Before Tax Amount
Other comprehensive income before reclassifications, before tax	3,406
Tax
Foreign currency translation adjustment	1,203
Net of Tax Amount
Amortization of prior service cost	1,770	1,770
Foreign currency translation adjustment	2,203
Amortization of cash flow hedges | Interest expense
Before Tax Amount
Reclassification adjustments, before tax	2,873
Other comprehensive income before reclassifications, before tax		2,873
Tax
Amortization of prior service cost	1,103
Foreign currency translation adjustment		1,103
Net of Tax Amount
Amortization of prior service cost	1,770
Foreign currency translation adjustment		1,770
Change in net investment hedges
Before Tax Amount
Other comprehensive income before reclassifications, before tax	(23,376)	(319)
Tax
Foreign currency translation adjustment	(11,352)	0
Net of Tax Amount
Foreign currency translation adjustment	$ (12,024)	$ (319)

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Other Comprehensive Income - Summary of Changes in Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2017	Oct. 01, 2016
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance, shareholders' equity	$ 2,381,516
Ending balance, shareholders' equity	2,235,254	$ 3,020,786
Total
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance, shareholders' equity	(1,262,737)	(1,358,118)
Ending balance, shareholders' equity	(1,142,578)	(1,434,940)
Pension and Other Postretirement Benefit Plans, net of tax
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance, shareholders' equity	(974,232)	(1,104,484)
Ending balance, shareholders' equity	(967,351)	(1,093,204)
Prior service cost arising in current year
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Reclassification adjustment, net of tax		738
Amortization of prior service cost
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Reclassification adjustment, net of tax	1,484	1,752
Amortization of actuarial loss (gain), net
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Reclassification adjustment, net of tax	5,397	8,790
Foreign Currency Translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance, shareholders' equity	(148,056)	(136,813)
Change in cash flow hedges	121,329	(89,553)
Ending balance, shareholders' equity	(26,727)	(226,366)
Hedging, net of tax
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance, shareholders' equity	(140,449)	(116,821)
Ending balance, shareholders' equity	(148,500)	(115,370)
Amortization of cash flow hedges
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Change in cash flow hedges	2,203
Reclassification adjustment, net of tax	1,770	1,770
Change in net investment hedges
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Change in cash flow hedges	$ (12,024)	$ (319)

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Share-Based Compensation - Stock Incentive Plans (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Sep. 30, 2017	Oct. 01, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)	4,018,653
Options granted, weighted average grant date fair value (in dollars per share)	$ 7.08
Share-based compensation expense	$ 27,955	$ 25,127
Total unrecognized compensation cost related to share-based compensation arrangements	$ 145,500
Weighted average period of time for unrecognized compensation cost to be recognized (in years)	2 years 2 months 23 days
Performance Share Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity instruments other than options granted (in shares)	857,527
Equity instruments other than options granted, weighted average grant date fair value per share (in dollars per share)	$ 51.09
Employees' Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity instruments other than options vested (in shares)	280,673
Equity instruments other than options vested, weighted average grant date fair value per share (in dollars per share)	$ 7.55

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Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2017	Oct. 01, 2016
Income Tax Disclosure [Abstract]
Effective income tax rate	32.72%	35.28%
Excess tax benefits of equity-based compensation	$ 16.0
Unrecognized tax benefits	16.2
Liability recorded for interest and penalties related to unrecognized tax benefits	$ 11.1

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Business Segment Information (Details) $ in Thousands	3 Months Ended		12 Months Ended
	Sep. 30, 2017 USD ($) segment	Oct. 01, 2016 USD ($)	Jul. 01, 2017 USD ($)
Segment Reporting [Abstract]
Number of reporting segments | segment	3
Segment Reporting Information [Line Items]
Sales	$ 14,650,424	$ 13,968,654	$ 55,371,139
Operating income:	623,092	566,833	2,053,171
Interest expense	80,884	73,623	302,878
Other expense (income), net	(4,248)	(7,216)	(15,937)
Earnings before income taxes	546,456	500,426	1,766,230
Assets	18,418,590	18,024,810	17,756,655
Operating Segments
Segment Reporting Information [Line Items]
Operating income:	869,289	837,575
Assets	14,836,117	14,415,503	14,183,896
Operating Segments | U.S. Foodservice Operations
Segment Reporting Information [Line Items]
Sales	9,848,942	9,481,115
Operating income:	780,869	745,231
Assets	7,153,312	6,988,148	6,675,543
Operating Segments | International Foodservice Operations
Segment Reporting Information [Line Items]
Sales	2,903,255	2,728,360
Operating income:	76,646	79,435
Assets	6,607,325	6,410,354	6,433,815
Operating Segments | SYGMA
Segment Reporting Information [Line Items]
Sales	1,640,671	1,504,692
Operating income:	4,845	4,908
Assets	626,589	583,106	625,653
Operating Segments | Other
Segment Reporting Information [Line Items]
Sales	257,556	254,487
Operating income:	6,929	8,001
Assets	448,891	433,895	448,885
Corporate
Segment Reporting Information [Line Items]
Operating income:	(246,197)	(270,742)
Assets	$ 3,582,473	$ 3,609,307	$ 3,572,759

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Supplemental Guarantor Information - Subsidiary Guarantees - Narrative (Details) $ in Billions	3 Months Ended
	Sep. 30, 2017 USD ($)
Guarantees [Abstract]
Carrying value of total debt	$ 9.0
Percentage ownership of subsidiary guarantors by parent	100.00%

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Supplemental Guarantor Information - Subsidiary Guarantees - Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Jul. 01, 2017	Oct. 01, 2016
Supplemental Guarantor Information [Line Items]
Current assets	$ 8,597,002	$ 8,033,438	$ 8,135,470
Intercompany receivables	0	0
Investment in subsidiaries	0	0	0
Plant and equipment, net	4,388,299	4,377,302	4,418,524
Other assets	5,433,289	5,345,915	5,470,816
Total assets	18,418,590	17,756,655	18,024,810
Current liabilities	6,140,282	6,095,886	5,366,550
Intercompany payables	0	0	0
Long-term debt	8,426,359	7,660,877	7,843,517
Other liabilities	1,533,587	1,535,537	1,717,094
Noncontrolling interests	83,108	82,839	76,863
Shareholders’ equity	2,235,254	2,381,516	3,020,786
Total liabilities and shareholders’ equity	18,418,590	17,756,655	18,024,810
Reportable Legal Entities | Sysco
Supplemental Guarantor Information [Line Items]
Current assets	200,583	177,495	226,681
Intercompany receivables	4,275,051	4,444,035	3,408,107
Investment in subsidiaries	7,138,247	6,451,994	7,865,699
Plant and equipment, net	261,906	258,527	394,254
Other assets	151,031	151,743	199,918
Total assets	12,026,818	11,483,794	12,094,659
Current liabilities	360,586	650,899	433,751
Intercompany payables	0	0	0
Long-term debt	8,352,110	7,588,041	7,607,826
Other liabilities	1,078,868	863,338	1,032,296
Noncontrolling interests	0	0	0
Shareholders’ equity	2,235,254	2,381,516	3,020,786
Total liabilities and shareholders’ equity	12,026,818	11,483,794	12,094,659
Reportable Legal Entities | U.S. Broadline Subsidiaries
Supplemental Guarantor Information [Line Items]
Current assets	4,228,854	3,786,055	4,130,493
Intercompany receivables	966,873	0	0
Investment in subsidiaries	0	0	0
Plant and equipment, net	2,032,227	2,039,761	2,032,194
Other assets	514,392	426,257	1,111,301
Total assets	7,742,346	6,252,073	7,273,988
Current liabilities	4,859,882	3,521,661	1,708,547
Intercompany payables	0	276,933	1,617,949
Long-term debt	7,191	7,776	61,663
Other liabilities	20,268	103,784	156,272
Noncontrolling interests	0	0	0
Shareholders’ equity	2,855,005	2,341,919	3,729,557
Total liabilities and shareholders’ equity	7,742,346	6,252,073	7,273,988
Reportable Legal Entities | Other Non-Guarantor Subsidiaries
Supplemental Guarantor Information [Line Items]
Current assets	4,167,565	4,069,888	3,778,296
Intercompany receivables	0	0
Investment in subsidiaries	0	0	0
Plant and equipment, net	2,094,166	2,079,014	1,992,076
Other assets	4,767,866	4,767,915	4,159,597
Total assets	11,029,597	10,916,817	9,929,969
Current liabilities	919,814	1,923,326	3,224,252
Intercompany payables	5,241,924	4,167,102	1,790,158
Long-term debt	67,058	65,060	174,028
Other liabilities	434,451	568,415	528,526
Noncontrolling interests	83,108	82,839	76,863
Shareholders’ equity	4,283,242	4,110,075	4,136,142
Total liabilities and shareholders’ equity	11,029,597	10,916,817	9,929,969
Eliminations
Supplemental Guarantor Information [Line Items]
Current assets	0	0	0
Intercompany receivables	(5,241,924)	(4,444,035)	(3,408,107)
Investment in subsidiaries	(7,138,247)	(6,451,994)	(7,865,699)
Plant and equipment, net	0	0	0
Other assets	0	0	0
Total assets	(12,380,171)	(10,896,029)	(11,273,806)
Current liabilities	0	0	0
Intercompany payables	(5,241,924)	(4,444,035)	(3,408,107)
Long-term debt	0	0	0
Other liabilities	0	0	0
Noncontrolling interests	0	0	0
Shareholders’ equity	(7,138,247)	(6,451,994)	(7,865,699)
Total liabilities and shareholders’ equity	$ (12,380,171)	$ (10,896,029)	$ (11,273,806)

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Supplemental Guarantor Information - Subsidiary Guarantees - Comprehensive Income (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Jul. 01, 2017
Supplemental Guarantor Information [Line Items]
Sales	$ 14,650,424	$ 13,968,654	$ 55,371,139
Cost of sales	11,856,756	11,276,735	44,813,632
Gross profit	2,793,668	2,691,919	10,557,507
Operating expenses	2,170,576	2,125,086	8,504,336
Operating income	623,092	566,833	2,053,171
Interest expense (income)	(80,884)	(73,623)	(302,878)
Other expense (income), net	(4,248)	(7,216)	(15,937)
Earnings before income taxes	546,456	500,426	1,766,230
Income tax (benefit) provision	178,816	176,539	623,727
Equity in earnings of subsidiaries	0	0	0
Net earnings	367,640	323,887	1,142,503
Other comprehensive income (loss)	120,159	(76,822)	95,381
Comprehensive income	487,799	247,065	1,237,884
Reportable Legal Entities | Sysco
Supplemental Guarantor Information [Line Items]
Sales	0	0	0
Cost of sales	0	0	0
Gross profit	0	0	0
Operating expenses	197,864	217,903	931,498
Operating income	(197,864)	(217,903)	(931,498)
Interest expense (income)	(98,996)	(90,158)	(405,030)
Other expense (income), net	(3,615)	(14,891)	(23,740)
Earnings before income taxes	(293,245)	(293,170)	(1,312,788)
Income tax (benefit) provision	(95,958)	(103,424)	(463,598)
Equity in earnings of subsidiaries	564,927	513,633	1,991,693
Net earnings	367,640	323,887	1,142,503
Other comprehensive income (loss)	120,159	(76,822)	95,381
Comprehensive income	487,799	247,065	1,237,884
Reportable Legal Entities | U.S. Broadline Subsidiaries
Supplemental Guarantor Information [Line Items]
Sales	9,021,657	8,706,151	34,325,884
Cost of sales	7,275,423	7,012,713	27,690,469
Gross profit	1,746,234	1,693,438	6,635,415
Operating expenses	1,007,359	983,072	3,907,829
Operating income	738,875	710,366	2,727,586
Interest expense (income)	23,351	21,210	122,012
Other expense (income), net	(422)	(241)	(1,116)
Earnings before income taxes	762,648	731,817	2,850,714
Income tax (benefit) provision	249,561	258,169	1,006,703
Equity in earnings of subsidiaries	0	0	0
Net earnings	513,087	473,648	1,844,011
Other comprehensive income (loss)	0	0	0
Comprehensive income	513,087	473,648	1,844,011
Intercompany interest income, net	27,800	24,800	135,900
Reportable Legal Entities | Other Non-Guarantor Subsidiaries
Supplemental Guarantor Information [Line Items]
Sales	6,120,313	5,707,420	22,862,131
Cost of sales	5,072,879	4,708,939	18,940,039
Gross profit	1,047,434	998,481	3,922,092
Operating expenses	965,353	924,111	3,665,009
Operating income	82,081	74,370	257,083
Interest expense (income)	(5,239)	(4,675)	(19,860)
Other expense (income), net	(211)	7,916	8,919
Earnings before income taxes	77,053	61,779	228,304
Income tax (benefit) provision	25,213	21,794	80,622
Equity in earnings of subsidiaries	0	0	0
Net earnings	51,840	39,985	147,682
Other comprehensive income (loss)	121,329	(89,553)	(9,317)
Comprehensive income	173,169	(49,568)	138,365
Intercompany interest income, net	0	0	0
Eliminations
Supplemental Guarantor Information [Line Items]
Sales	(491,546)	(444,917)	(1,816,876)
Cost of sales	(491,546)	(444,917)	(1,816,876)
Gross profit	0	0	0
Operating expenses	0	0	0
Operating income	0	0	0
Interest expense (income)	0	0	0
Other expense (income), net	0	0	0
Earnings before income taxes	0	0	0
Income tax (benefit) provision	0	0	0
Equity in earnings of subsidiaries	(564,927)	(513,633)	(1,991,693)
Net earnings	(564,927)	(513,633)	(1,991,693)
Other comprehensive income (loss)	(121,329)	89,553	9,317
Comprehensive income	$ (686,256)	$ (424,080)	$ (1,982,376)

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Supplemental Guarantor Information - Subsidiary Guarantees - Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Jul. 01, 2017
Cash flows provided by (used for):
Operating activities	$ 82,775	$ 253,942	$ 2,215,510
Investing activities	(134,539)	(3,048,455)	(3,584,461)
Financing activities	72,895	(394,927)	(1,658,743)
Effect of exchange rates on cash and cash equivalents	18,570	30,038	(22,104)
Net increase (decrease) in cash and cash equivalents	39,701	(3,159,402)	(3,049,798)
Cash and cash equivalents at beginning of period	869,502	3,919,300	3,919,300
Cash and cash equivalents at end of period	909,203	759,898	869,502
Reportable Legal Entities | Sysco
Cash flows provided by (used for):
Operating activities	(49,085)	151,435	1,511,881
Investing activities	(18,365)	(3,095,842)	(3,274,566)
Financing activities	76,568	(301,193)	(1,502,151)
Effect of exchange rates on cash and cash equivalents	0	0	0
Net increase (decrease) in cash and cash equivalents	9,118	(3,245,600)	(3,264,836)
Cash and cash equivalents at beginning of period	111,576	3,376,412	3,376,412
Cash and cash equivalents at end of period	120,694	130,812	111,576
Reportable Legal Entities | U.S. Broadline Subsidiaries
Cash flows provided by (used for):
Operating activities	76,658	55,491	3,023,400
Investing activities	(53,281)	(48,677)	(261,330)
Financing activities	(4,872)	(8,894)	(2,777,661)
Effect of exchange rates on cash and cash equivalents	0	0	0
Net increase (decrease) in cash and cash equivalents	18,505	(2,080)	(15,591)
Cash and cash equivalents at beginning of period	18,788	34,379	34,379
Cash and cash equivalents at end of period	37,293	32,299	18,788
Reportable Legal Entities | Other Non-Guarantor Subsidiaries
Cash flows provided by (used for):
Operating activities	55,202	47,016	658,229
Investing activities	(62,893)	96,064	(175,565)
Financing activities	1,199	(84,840)	(229,931)
Effect of exchange rates on cash and cash equivalents	18,570	30,038	(22,104)
Net increase (decrease) in cash and cash equivalents	12,078	88,278	230,629
Cash and cash equivalents at beginning of period	739,138	508,509	508,509
Cash and cash equivalents at end of period	751,216	596,787	739,138
Eliminations
Cash flows provided by (used for):
Operating activities			(2,978,000)
Investing activities			127,000
Financing activities			2,851,000
Effect of exchange rates on cash and cash equivalents			0
Net increase (decrease) in cash and cash equivalents			0
Cash and cash equivalents at beginning of period	$ 0	$ 0	0
Cash and cash equivalents at end of period			$ 0