Item 1.01 Entry into Material Definitive Agreement.

Amendment to Existing Credit Agreement

On May 20, 2021, Sysco Corporation ("Sysco") entered into an amendment (the "Amendment") to the Credit Agreement dated as of June 28, 2019, as previously amended on May 20, 2020, with JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto (the "Existing Credit Agreement"). The Amendment revises the Existing Credit Agreement to (a) adjust the covenant requiring Sysco to maintain a certain ratio of consolidated EBITDA to consolidated interest expense; and (b) adjust the covenant that restricts increases to Sysco's regular quarterly dividend until the earlier of July 2022 or the date on which Sysco has achieved a certain ratio of consolidated EBITDA to consolidated interest expense.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Neither Sysco nor any of its affiliates has any material relationship with any of the other parties to the Existing Credit Agreement, except for (i) the Company's previous credit facilities, with respect to which certain of the other parties to the Existing Credit Agreement (and their respective affiliates) were lenders and (ii) commercial banking, investment banking, underwriting, trust and other financial advisory services provided (or to be provided) to Sysco and its subsidiaries by certain of the lenders under the Existing Credit Agreement (and their respective affiliates), for which they have received (or will receive) customary fees and expenses.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this report is incorporated herein by reference.




Item 8.01 Other Events.

Expiration of 364-Day Credit Agreement

On May 19, 2021, Sysco's Credit Agreement, dated as of May 20, 2020, with Bank of America, N.A., as administrative agent, the subsidiary guarantors party thereto, the lenders party thereto, Deutsche Bank Securities, Inc., Goldman Sachs Bank (USA), The Toronto-Dominion Bank, New York Branch, and Wells Fargo Bank, National Association, as syndication agents, and BofA Securities, Inc., Deutsche Bank Securities, Inc., Goldman Sachs Bank (USA), TD Securities (USA) LLC, and Wells Fargo Bank, National Association, as joint bookrunners and lead arrangers (the "364-Day Credit Agreement"), matured by its terms. In connection with such maturity, all outstanding amounts due and payable under the 364-Day Credit Agreement were paid in full and the commitments thereunder were terminated.

Tender Offer for Outstanding Debentures and Senior Notes

On May 20, 2021, Sysco commenced a tender offer to purchase for cash its outstanding 7.160% Debentures due 2027, 6.500% Debentures due 2028, 6.625% Senior Notes due 2039, 5.950% Senior Notes due 2030, 6.600% Senior Notes due 2040, and 6.600% Senior Notes due 2050 (the "Tender Offer"), pursuant to and subject to the terms and conditions in an Offer to Purchase dated May 20, 2021. A copy of the press release announcing the commencement of the Tender Offer is filed as Exhibit 99.1 hereto and incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell Company Transactions.



Not applicable.

(d) Exhibits.



Exhibit
Number       Description

10.1           Amendment No. 2 dated as of May 20, 2021 to Credit Agreement dated
             as of June 28, 2019, among Sysco Corporation, Sysco Canada, Inc.,
             Sysco EU II S.à r.l., the subsidiary guarantors party thereto, JP
             Morgan Chase Bank, N.A., as administrative agent, and the lenders
             party thereto

99.1           Press Release dated May 20, 2021

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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