SecProbe.io

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<TEXT>
 March 31, 2025

Kenny Cheung
Executive Vice President and Chief Financial Officer
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077

 Re: Sysco Corporation
 Form 10-K for Fiscal Year Ended June 29, 2024
 File No. 001-06544
Dear Kenny Cheung:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 Document March 24, 2025 Via EDGAR Ms. Suying Li Mr. Rufus Decker Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re:    Sysco Corporation Form 10-K for the Fiscal Year Ended June 29, 2024 Item 2.02 Form 8-K dated January 28, 2025 File No. 001-06544 Dear Ms. Li: This letter sets forth the responses of Sysco Corporation (the “Company” or “Sysco”) to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in its letter dated March 11, 2025 with respect to the Company’s Form 10-K for the fiscal year ended June 29, 2024, filed on August 28, 2024, and Item 2.02 of the Company’s Form 8-K filed on January 28, 2025. The Company’s responses to your comments are listed below. For your convenience, comments contained in your March 11, 2025 letter are reprinted in bold italics below. Form 10-K for Fiscal Year Ended June 29, 2024 Financial Statements Note 21. Business Segment Information, page 110 1. Please disclose in greater detail the specific types of corporate office and shared service operations expenses (not allocated to your segments) that are included in the Global Support Center reconciling line item. Refer to ASC 280-10-50-29(b) and 50-31. Response The Company respectfully acknowledges the Staff’s comment. The Company advises the Staff that in future filings (including the Company’s next quarterly report on Form 10-Q), the Company will disclose the specific types of corporate office and shared service operation expenses that are included in the Global Support Center reconciling line item. Such disclosure will conform with ASC paragraphs ASC 280-10-50-29(b) and ASC 280-10-50-31. The following is an example of the intended disclosure: The accounting policies for the segments are the same as those disclosed by Sysco for its consolidated financial statements. Our Global Support Center expenses generally include all expenses of the corporate office and Sysco’s shared service operations. Collectively, our Global Support Center provides numerous centralized services to our operating sites and performs support activities for employees, suppliers and customers. These services include customer and vendor contract administration, finance, legal, information technology, risk management and insurance, sales and marketing, merchandising, inbound logistics, human resources, and strategy. Expenses for the Global Support Center primarily consist of payroll costs for employees assigned to these operations, including severance, if any, all U.S. share-based compensation costs, and certain information technology, self-insurance, and depreciation expenses. Item 2.02 Form 8-K dated January 28, 2025 Exhibit 99.1 Sysco Reports Second Quarter Fiscal Year 2025 Results, page 1 2. You discuss the change in EBITDA and adjusted EBITDA in the key financial results for the second quarter of the fiscal year 2025 without disclosing the change in their most directly comparable GAAP measure, net earnings. Please revise to disclose the change in net earnings with equal of greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Response The Company respectfully acknowledges the Staff’s comment. The Company advises the Staff that in future filings (including the Company’s next quarterly report on Form 10-Q), as well as the Company’s earnings release furnished under Item 2.02 of Form 8-K, when presenting or discussing a non-GAAP measure, such as changes in EBITDA and adjusted EBITDA, the Company will present or discuss the most comparable GAAP measure, such as change in net earnings, with equal or greater prominence. The following is an example of the intended disclosure: Key financial results for the second quarter of fiscal year 2025 include the following (comparisons are to the same period in fiscal year 2024): • Sales increased 4.5%; U.S. Foodservice volume increased 1.4%; • Gross profit increased 3.9% to $3.7 billion; • Operating income increased 1.7% to $712 million, and adjusted operating income increased 5.1% to $783 million 1 ; • Net earnings decreased 2.2% to $406 million, and adjusted net earnings increased 2.0% to $458 million 1 ; • EBITDA increased 1.9% to $931 million, and adjusted EBITDA increased 4.4% to $969 million 1,2 ; 1 Adjusted financial results, including adjusted operating expense, adjusted operating income (loss), adjusted net earnings, adjusted earnings per share (EPS) and adjusted EBITDA, among others, are non-GAAP financial measures that exclude certain items, which primarily include acquisition-related costs, restructuring and severance costs, and transformational project costs. Reconciliations of all non-GAAP financial measures to the nearest corresponding GAAP financial measure are included at the end of this release. 2 Earnings before interest, taxes, depreciation and amortization (EBITDA) and adjusted EBITDA are non-GAAP financial measures. Reconciliations of all non-GAAP financial measures to the nearest corresponding GAAP financial measure are included at the end of this release. Non-GAAP Reconciliation Net Debt to Adjusted EBITDA, page 23 3. Please disclose the reasons why management believes that presentation of debt/net debt to adjusted EBITDA ratios provides useful information to investors. Also, present and/or discuss debt/net debt to net earnings ratios with equal of greater prominence, when you present and/or discuss debt/net debt to adjusted EBITDA ratios. Refer to Item 10(e)(1)(i)(A) and (C) of Regulation S-K and Question 102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Response The Company respectfully acknowledges the Staff’s comment. The Company advises the Staff that in future filings (including the Company’s next quarterly report on Form 10-Q), as well as the Company’s earnings release furnished under Item 2.02 of Form 8-K, the Company will enhance its explanations and address specific reasons why management believes that each of the non-GAAP measures presented or discussed, including debt/net debt to adjusted EBITDA ratios, provide useful information to investors. In addition, in future filings, as well as the Company’s earnings release furnished under Item 2.02 of Form 8-K, when presenting or discussing a non-GAAP measure, such as debt/net debt to adjusted EBITDA ratios, the Company will present or discuss the most comparable GAAP measure, such as debt/net debt to net earnings ratios, with equal or greater prominence. The following is an example of the intended disclosure: Net Debt to Adjusted EBITDA is a non-GAAP financial measure frequently used by investors and credit rating agencies. It is an important measure used by management to evaluate our access to liquidity, and we believe it is a representation of our financial strength. Our Net Debt to Adjusted EBITDA ratio is calculated using a numerator of our debt minus cash and cash equivalents, divided by the sum of the most recent four quarters of Adjusted EBITDA. In the table that follows, we have provided the calculation of our debt and net debt as a ratio of Adjusted EBITDA. December 28, 2024 Current Maturities of long-term debt $ 1,222  Long-term debt 11,393  Total Debt (GAAP) 12,615  Cash & Cash Equivalents (793) Net Debt (Non-GAAP) $ 11,822  Net Earnings for the previous 12 months (GAAP) $ 1,933  Adjusted EBITDA for the previous 12 months (Non-GAAP) (1) $ 4,278  Total Debt/Net Earnings Ratio (GAAP) 6.53  Total Debt/Adjusted EBITDA Ratio (Non-GAAP) 2.95  Net Debt/Adjusted EBITDA Ratio (Non-GAAP) 2.76  (1) Refer to non-GAAP reconciliation at the end of this release. Sysco Corporation and its Consolidated Subsidiaries Non-GAAP Reconciliation (Unaudited) Impact of Certain Items on Earnings Before Interest, Taxes, Depreciation and Amortization (Trailing Twelve Months) (In Millions) 13-Week Period Ended Dec. 28, 2024 13-Week Period Ended Sep. 28, 2024 13-Week Period Ended Jun. 29, 2024 13-Week Period Ended Mar. 30, 2024 Total Net earnings (GAAP) $ 406  $ 490  $ 612  $ 425  $ 1,933  Interest (GAAP) 160  160  165  158  643  Income taxes (GAAP) 127  152  192  129  600  Depreciation and amortization (GAAP) 238  235  226  221  920  EBITDA (Non-GAAP) $ 931  $ 1,037  $ 1,195  $ 933  $ 4,096  Certain Item adjustments: Impact of restructuring and transformational project costs (1) 30  26  60  27  143  Impact of acquisition-related costs (2) 8  6  8  17  39  EBITDA adjusted for Certain Items (Non-GAAP) (3) $ 969  $ 1,069  $ 1,263  $ 977  $ 4,278  (1) Includes charges related to restructuring and severance, as well as various transformation initiative costs, primarily consisting of supply chain transformation costs and changes to our business technology strategy, excluding charges related to accelerated depreciation. (2) Includes acquisition and due diligence costs. (3) In arriving at adjusted EBITDA, Sysco does not adjust out interest income of $7 million or non-cash stock compensation expense of $30 million in Q2 fiscal 2025, interest income of $7 million or non-cash stock compensation expense of $30 million in Q1 fiscal 2025, interest income of $10 million or non-cash stock compensation expense of $27 million in Q4 fiscal 2024, and interest income of $7 million or non-cash stock compensation expense of $24 million in Q3 fiscal 2024. Please do not hesitate to contact the undersigned if you have any questions regarding the foregoing, or if we may provide additional information. Very truly yours, SYSCO CORPORATION      /s/ Kenny K. Cheung Executive Vice President, Chief Financial Officer cc:    Jennifer L. Johnson, Senior Vice President, Chief Accounting Officer Jonathan Newton, King & Spalding LLP

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<TEXT>
 March 11, 2025

Kenny Cheung
Executive Vice President and Chief Financial Officer
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077

 Re: Sysco Corporation
 Form 10-K for Fiscal Year Ended June 29, 2024
 Item 2.02 Form 8-K dated January 28, 2025
 File No. 001-06544
Dear Kenny Cheung:

 We have reviewed your filings and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended June 29, 2024
Financial Statements
Note 21. Business Segment Information, page 110

1. Please disclose in greater detail the specific types of corporate office
and shared
 service operations expenses (not allocated to your segments) that are
included in
 the Global Support Center reconciling line item. Refer to ASC
280-10-50-29(b) and
 50-31.

Item 2.02 Form 8-K dated January 28, 2025
Exhibit 99.1
Sysco Reports Second Quarter Fiscal Year 2025 Results, page 1

2. You discuss the changes in EBITDA and adjusted EBITDA in the key
financial
 results for the second quarter of fiscal year 2025 without disclosing
the change in their
 most directly comparable GAAP measure, net earnings. Please revise to
disclose the
 change in net earnings with equal or greater prominence. Refer to Item
10(e)(1)(i)(A)
 March 11, 2025
Page 2

 of Regulation S-K and Question 102.10(a) of the Non-GAAP Financial
Measures
 Compliance and Disclosure Interpretations.
Non-GAAP Reconciliation
Net Debt to Adjusted EBITDA, page 23

3. Please disclose the reasons why management believes that presentation of
debt/net
 debt to adjusted EBITDA ratios provides useful information to investors.
Also,
 present and/or discuss debt/net debt to net earnings ratios with equal
or greater
 prominence, when you present and/or discuss debt/net debt to adjusted
EBITDA
 ratios. Refer to Item 10(e)(1)(i)(A) and (C) of Regulation S-K and
Question 102.10(a)
 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769
if you
have any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
August 4, 2021
Kevin P. Hourican
President and Chief Executive Officer
SYSCO CORP
1390 Enclave Parkway
Houston, Texas 77077-2099
Re:SYSCO CORP
Annual Report on Form 10-K For the Fiscal Year Ended June 27, 2020
Filed August 26, 2020
File No. 001-06544
Dear Mr. Hourican:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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CORRESP

 July 9, 2021

 Via
EDGAR

 Ms. Taylor Beech

 Ms. Mara Ransom

Division of Corporation Finance

 Office of Trade &
Services

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
 Sysco Corporation

Form 10-K for the Fiscal Year Ended June 27, 2020

Filed August 26, 2020

 File No. 001-06544

 Dear Ms. Beech:

This letter sets forth the responses of Sysco Corporation (the “Company” or “Sysco”) to the comments of the Staff of the Division of
Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in the letter dated June 24, 2021 with respect to the Company’s
Form 10-K for the fiscal year ended June 27, 2020, filed August 26, 2020.

 Please understand
that the Company is dedicated to its compliance with disclosure requirements and continually strives to enhance the level, clarity and transparency of its disclosures in its filings. Sysco appreciates your review and your comments and views them as
additional tools in achieving these goals.

 The Company’s responses to your comments are listed below. For your convenience, comments contained in
your June 24, 2021 letter are reprinted in bold italics below.

 Annual Report on Form 10-K for the Fiscal
Year Ended June 27, 2020

 Item 11. Executive Compensation, page 119

1.
 We note that Adjusted EPS CAGR is one of the metrics used in your compensation plan and that you
made $844.7 million in common stock repurchases in 2020. While we note that you have discontinued share repurchases under your current repurchase program and do not anticipate

making any further repurchases through fiscal 2021, if and when you do resume stock repurchases, please discuss in future filings if and how the share repurchases affected the manner in
which the Compensation Committee set the relevant targets used in your compensation plan and determined whether such targets were met.

Company Response

 The Company respectfully acknowledges
the Staff’s comment and will include appropriate discussion in its future filings.

2.
 We note that Article IX of your Amended and Restated Bylaws provides that a state court located
within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) is the sole and exclusive forum for “any derivative action or proceeding brought
on behalf of the Corporation.” In future filings, please clearly describe the provision in your disclosure, including any risks or other impact on investors related to the provision and that that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder. Risks may include, but are not limited to, increased costs to bring a claim and that these provisions can discourage claims or limit investors’ ability to bring a claim in a
judicial forum that they find favorable. Please also tell us, and disclose in future filings, whether this provision applies to actions arising under the Exchange Act and/or the Securities Act. In this regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. We also
note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules
and regulations thereunder. If the provision applies to Securities Act claims, please also disclose in future filings that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder.

 Company Response

The Company respectfully advises the Staff that it plans to amend the exclusive forum provisions in the Company’s Amended and Restated Bylaws (the
“Amended Bylaws”) to clarify that the designation of the Delaware Court of Chancery as the exclusive forum will not apply in certain circumstances, including actions where another court has exclusive jurisdiction. In addition, in response
to the Staff’s comment, the Company will revise the disclosure in the Company’s future filings with the Commission accordingly. The Amended Bylaws are expected to state that, “[u]nless the Corporation consents in writing to the
selection of an alternative forum, the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall, to
the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director
or officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising
pursuant to any provision of the General Corporation Law or the Corporation’s certificate of incorporation or bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the Corporation or any director
or officer or other employee of the Corporation governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim (A) as to which
such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within ten days following such
determination), (B) which is vested in

the exclusive jurisdiction of a court or forum other than such court, or (C) for which such court does not have subject matter jurisdiction” (emphasis added). Accordingly, the
provision does not designate the Court of Chancery as the exclusive forum for any derivative action arising under the Securities Exchange Act of 1934, as amended, since there is exclusive federal jurisdiction for such an action, and instead
designates the federal district court for the District of Delaware in such instance.

 If any member of the Staff has any questions or additional comments,
please contact our Securities Counsel, Ian Brown of Bracewell LLP at (214) 758-1667.

Very truly yours,

SYSCO CORPORATION

 /s/ Eve M. McFadden

Eve M. McFadden

Senior Vice President, Legal, General Counsel and Corporate Secretary

cc:
 Ian Brown, Bracewell LLP

Aaron Alt, Sysco Corporation

Anita Zielinski, Sysco Corporation

United States securities and exchange commission logo
June 24, 2021
Kevin P. Hourican
President and Chief Executive Officer
SYSCO CORP
1390 Enclave Parkway
Houston, Texas 77077-2099
Re:SYSCO CORP
Annual Report on Form 10-K For the Fiscal Year Ended June 27, 2020
Filed August 26, 2020
File No. 001-06544
Dear Mr. Hourican:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Annual Report on Form 10-K For the Fiscal Year Ended June 27, 2020
Item 11. Executive Compensation, page 119
1.We note that Adjusted EPS CAGR is one of the metrics used in your compensation plan
and that you made $844.7 million in common stock repurchases in 2020. While we note
that you have discontinued share repurchases under your current repurchase program and
do not anticipate making any further repurchases through fiscal 2021, if and when you do
resume stock repurchases, please discuss in future filings if and how the share repurchases
affected the manner in which the Compensation Committee set the relevant targets used in
your compensation plan and determined whether such targets were met.
Exhibits
Amended and Restated Bylaws
2.We note that Article IX of your Amended and Restated Bylaws provides that a state court
located within the State of Delaware (or, if no state court located within the State of

 FirstName LastNameKevin P. Hourican
 Comapany NameSYSCO CORP
 June 24, 2021 Page 2
 FirstName LastName
Kevin P. Hourican
SYSCO CORP
June 24, 2021
Page 2
Delaware has jurisdiction, the federal district court for the District of Delaware) is the sole
and exclusive forum for “any derivative action or proceeding brought on behalf of the
Corporation.” In future filings, please clearly describe the provision in your disclosure,
including any risks or other impact on investors related to the provision and that that
investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder. Risks may include, but are not limited to, increased costs to bring
a claim and that these provisions can discourage claims or limit investors' ability to bring
a claim in a judicial forum that they find favorable. Please also tell us, and disclose in
future filings, whether this provision applies to actions arising under the Exchange Act
and/or the Securities Act. In this regard, we note that Section 27 of the Exchange Act
creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange Act or the rules and regulations thereunder. We also note that
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder. If the provision applies to Securities Act claims, please
also disclose in future filings that there is uncertainty as to whether a court would enforce
such provision and that investors cannot waive compliance with the federal securities laws
and the rules and regulations thereunder.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Taylor Beech at 202-551-4515 or Mara Ransom at 202-551-3264 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3561

July 2 , 2018

William J. Delaney
Chief Executive Officer
Sysco Corporation
1390 Enclave Parkway
Houston, TX 77077

Re: Sysco Corporation
 Form 10-K for the fiscal year ended July 1, 2017
Filed August 30, 2017
File No. 001-06544

Dear Mr. Delaney :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
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SEC Response Letter

 CONFIDENTIAL TREATMENT REQUESTED BY SYSCO CORPORATION FOR CERTAIN

PORTIONS OF THIS LETTER PURSUANT TO 17 C.F.R. SECTION 200.83 (“RULE 83”)

June 19, 2018

 Via EDGAR

Jennifer Thompson

 Accounting Branch Chief

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549-0404

Re:
Sysco Corporation

Form 10-K for the fiscal year ended July 1, 2017

Filed August 30, 2017

File No. 001-06544

 Dear Ms. Thompson:

This letter sets forth the responses of Sysco Corporation (the “Company” or “Sysco”) to the comments of the Staff of the Division of
Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) contained in the letter dated May 15, 2018 with respect to the Company’s Form 10-K, filed
August 30, 2017 (“Form 10-K”).

 Please understand that the Company is dedicated to its compliance
with disclosure requirements and continually strives to enhance the level, clarity and transparency of its disclosures in its filings. Sysco appreciates your review and your comments and views them as additional tools in achieving these goals. The
Company’s responses to your comments are listed below. For your convenience, comments contained in your May 15, 2018 letter are reprinted in bold italics below.

Financial Statements and Supplementary Data

Notes to the Consolidated Financial Statements

Note 21. Business Segment Information, page 104

1.
We note your response to comment 2. Please provide us with more information about your decision to aggregate International Foodservice Operations – Americas and International Foodservice Operations – Europe
into a single reportable segment. Specifically, please respond to the following:

•

We note the information contained in your Rule 83 confidential treatment request number 01. Please tell us the anticipating timing for these plans.

 Ms. Jennifer Thompson

U.S. Securities and Exchange Commission

June 19, 2018

 Page 2

CONFIDENTIAL TREATMENT REQUESTED BY SYSCO CORPORATION FOR CERTAIN

PORTIONS OF THIS LETTER PURSUANT TO 17 C.F.R. SECTION 200.83 (“RULE 83”)

Company Response

Rule 83 Confidential Treatment Request by Sysco Corporation; Request 011

[***]

•

We note your quantitative assessment of economic similarity based on operating margin and gross margin for fiscal 2017. Please also provide us with this information for fiscal 2015 and 2016, and for the most recent
interim period in fiscal 2018, to assist us in understanding how you assessed long-term economic similarity.

•

Please describe to us in reasonable detail the underlying factors that create differences in gross margin between these two operating segments. To the extent the quantitative similarity in operating margin differs
from the quantitative similarity in gross margin, also describe to us the differences in the operating expenses of the two segments that lead operating margin to be more or less similar than gross margin. Please provide this analysis for fiscal
2015, 2016, 2017, and interim 2018.

 Company Response

As noted in our prior response, we believe operating margin is the most relevant metric in determining whether operating segments are
economically similar, as operating margin reflects the return from the full cost of doing business across our segments and more closely aligns with the generation of cash. As a distribution business, our distribution costs are significant. Given
their inclusion within operating expense, operating income is the metric most relied upon by our Chief Operating Decision Maker (“CODM”) for evaluating performance and allocating resources. Distribution costs, also referred to as supply
chain costs, include the costs of operating large warehouse facilities, product handling costs and outbound delivery costs. Salesforce, business technology costs and administrative costs are also included in operating costs. A segment’s
operating income may be impacted in the short term by increases or decreases in gross profit, expenses or a combination thereof; therefore, each segment manager is expected to increase his or her segment’s operating income at a rate greater
than sales growth. This is consistent with the Company’s long term goal, communicated regularly to investors, of growing sales (and related gross profit dollars) faster than operating expense growth.

1 *** Sysco Corporation requests that the bracketed information contained in this Request Number 01 be
treated as confidential information pursuant to Rule 83 and that the Commission provide timely notice to Gerald Clanton, Associate General Counsel, Securities, Governance & Corporate Finance, 1390 Enclave Parkway, Houston, TX 77077-2099,
(281) 584-1390, before it permits any disclosure of the information.

 Ms. Jennifer Thompson

U.S. Securities and Exchange Commission

June 19, 2018

 Page 3

CONFIDENTIAL TREATMENT REQUESTED BY SYSCO CORPORATION FOR CERTAIN

PORTIONS OF THIS LETTER PURSUANT TO 17 C.F.R. SECTION 200.83 (“RULE 83”)

As demonstrated in the table below, fiscal 2015 operating margins were similar between our International Foodservice Operations –
Americas and International Foodservice Operations – Europe operating segments. We believe the cost associated with our integration activities of the Brakes Group has and will continue to contribute to a divergence in operating margin for the
short term, but we believe these metrics will be similar in the long-term, consistent with our results in fiscal 2015.

 As mentioned above,
our distribution costs are significant and given their inclusion within operating expense, this makes the operating income metric more meaningful for us as a tool to run our business. In comparing results for these segments, over the fiscal periods
in the table below, the percentages that these costs represent are consistent when comparing our International Foodservice Operations – Americas segment and International Foodservice Operations – Europe segment:

Rule 83 Confidential Treatment Request by Sysco Corporation; Request 022

Operating Expenses

Supply
Chain

Selling
Costs

Business
Technology &
Administrative

 Americas

[***]%

[***]%

    [***]%

 Europe

[***]%

[***]%

[***]%

 [***]

Below, we provide our results in both dollars and percentages for our International Foodservice Operations – Americas and International
Foodservice Operations – Europe (in thousands). In each table, as applicable, operating expense, operating income and operating margin for Europe excludes intangible amortization resulting from the Company’s purchase of the Brakes Group,
as well as restructuring costs incurred for both International Foodservice Operations – Americas and International Foodservice Operations – Europe, which is consistent with the presentation within the financial package used by our CODM.
The Company believes that adjusting for these costs aids in the comparison of operating margin and is consistent with how the Company reviews the results of these operating segments and is consistent with how business decisions are made.

2 *** Sysco Corporation requests that the bracketed information contained in this Request Number 02 be
treated as confidential information pursuant to Rule 83 and that the Commission provide timely notice to Gerald Clanton, Associate General Counsel, Securities, Governance & Corporate Finance, 1390 Enclave Parkway, Houston, TX 77077-2099,
(281) 584-1390, before it permits any disclosure of the information.

 Ms. Jennifer Thompson

U.S. Securities and Exchange Commission

June 19, 2018

 Page 4

CONFIDENTIAL TREATMENT REQUESTED BY SYSCO CORPORATION FOR CERTAIN

PORTIONS OF THIS LETTER PURSUANT TO 17 C.F.R. SECTION 200.83 (“RULE 83”)

Rule 83 Confidential Treatment Request by Sysco Corporation; Request 033

We believe our fiscal 2015 results demonstrate similar operating margin results for our International Foodservice Operations – Americas
and International Foodservice Operations – Europe operating segments. We also believe the operating margin for the International Foodservice Operations – Europe segment has been impacted in subsequent years by various transformational
activities and integration costs such that it is not reflective of the long-term operating margin, we expect the segment to achieve.

[***]

 In addition to our
Brakes Group integration activities, we have some initiatives that are specific to our International operations that we expect to also contribute to International Foodservice Operations – Americas and International Foodservice Operations –
Europe achieving similar operating margin over the long-term. For example:

 Rule 83 Confidential Treatment Request by Sysco
Corporation; Request 044

•

[***];

•

[***];

•

[***];

•

[***]; and

•

[***].

 Fiscal 2015

Sales

Gross
Profit

Gross
Margin

Operating
Expense(1)

Operating
Income(1)

Operating
Margin(1)

 Americas

[***]

[***]

[***]%

[***]

[***]

[***]%

 Europe

[***]

[***]

[***]%

[***]

[***]

[***]%

 (1) Excludes certain items, as described above.

3 *** Sysco Corporation requests that the bracketed information contained in this Request Number 03 be
treated as confidential information pursuant to Rule 83 and that the Commission provide timely notice to Gerald Clanton, Associate General Counsel, Securities, Governance & Corporate Finance, 1390 Enclave Parkway, Houston, TX 77077-2099,
(281) 584-1390, before it permits any disclosure of the information.

4 *** Sysco Corporation requests that the bracketed information contained in this Request Number 04 be
treated as confidential information pursuant to Rule 83 and that the Commission provide timely notice to Gerald Clanton, Associate General Counsel, Securities, Governance & Corporate Finance, 1390 Enclave Parkway, Houston, TX 77077-2099,
(281) 584-1390, before it permits any disclosure of the information.

 Ms. Jennifer Thompson

U.S. Securities and Exchange Commission

June 19, 2018

 Page 5

CONFIDENTIAL TREATMENT REQUESTED BY SYSCO CORPORATION FOR CERTAIN

PORTIONS OF THIS LETTER PURSUANT TO 17 C.F.R. SECTION 200.83 (“RULE 83”)

Fiscal 2016

Sales

Gross
Profit

Gross
Margin

Operating
Expense(1)

Operating
Income(1)

Operating
Margin(1)

 Americas

[***]

[***]

[***]%

[***]

[***]

[***]%

 Europe

[***]

[***]

[***]%

[***]

[***]

[***]%

 (1) Excludes certain items, as described above.

Fiscal 2017

Sales

Gross
Profit

Gross
Margin

Operating
Expense(1)

Operating
Income(1)

Operating
Margin(1)

 Americas

[***]

[***]

[***]%

[***]

[***]

[***]%

 Europe

[***]

[***]

[***]%

[***]

[***]

[***]%

 (1) Excludes certain items, as described above.

39 Weeks – Fiscal 2018

Sales

Gross
Profit

Gross
Margin

Operating
Expense(1)

Operating
Income(1)

Operating
Margin(1)

 Americas

[***]

[***]

[***]%

[***]

[***]

[***]%

 Europe

[***]

[***]

[***]%

[***]

[***]

[***]%

 (1) Excludes certain items, as described above.]

•

We note your analysis of the qualitative aggregation criteria including the regulatory environment. We also note your explanation that regulatory bodies vary among all countries across the international operating
segments; however, they are consistent in types of regulations imposed. Please explain to us in more detail how having the same types of regulations makes the regulatory environment similar and if these countries have similar levels of standards
and/or enforcement.

 Company Response

The regulatory environment specific to our business is primarily concentrated within transportation, occupational safety and food safety. Our
response for our International Foodservice Operations – Americas operating segment focuses on our Canadian operations as they represents 82% of sales for the International Foodservice Operations – Americas operating segment. The remaining
components have similar regulations and costs to comply with those regulations.

 Ms. Jennifer Thompson

U.S. Securities and Exchange Commission

June 19, 2018

 Page 6

CONFIDENTIAL TREATMENT REQUESTED BY SYSCO CORPORATION FOR CERTAIN

PORTIONS OF THIS LETTER PURSUANT TO 17 C.F.R. SECTION 200.83 (“RULE 83”)

Sysco is primarily a distribution company, which is heavily regulated in the transportation area. Regulations such as licensing,
registration and hours of service are monitored and enforced by local agencies. This occurs in the European Union, through the Department of Transport, and in Canada through Transport Canada. Though the enforcement levels (i.e., fines) may
vary, the management of the regulations by Sysco operations is similar. Additionally, other areas of regulatory oversight, such as occupational safety and food safety, have regulatory agencies like
EU-OSHA and the EFSA (European Food Safety Authority) in the European Union and OHSA (for safety) and the CFSA (Canadian Food Safety Authority) in Canada. There are also food safety acts that have been
enacted due to the global need to adopt industry best practices for food safety regulations. This includes the Canada Safe Food for Canadians Act (SFCA) and the European Food Safety Authority (EFSA). Costs to comply with these standards are
generally similar in these geographies.

 These nations have enacted similar standards, thereby creating similar regulatory environments,
which we believe supports an aggregation conclusion within our qualitative assessment.

 Ms. Jennifer Thompson

U.S. Securities and Exchange Commission

June 19, 2018

 Page 7

CONFIDENTIAL TREATMENT REQUESTED BY SYSCO CORPORATION FOR CERTAIN

PORTIONS OF THIS LETTER PURSUANT TO 17 C.F.R. SECTION 200.83 (“RULE 83”)

If any member of the Staff has any questions or additional comments, please contact our Securities Counsel, B. Joseph Alley, Jr. of Arnall Golden Gregory LLP
at (404) 873-8688.

 Very truly yours,

/s/ Joel T.
Grade

Joel T. Grade

 Executive Vice
President

 and Chief Financial Officer

cc:
Lisa Sellars, Staff Accountant

 B. Joseph Alley, Jr., Arnall Golden Gregory LLP

William R. Strait, Ernst & Young

Russell Libby, Sysco Corporation

Anita Zielinski, Sysco Corporation

Mail Stop 3561

May 15, 2018

William J. Delaney
Chief Executive Officer
Sysco Corporation
1390 Enclave Parkway
Houston, TX 77077

Re: Sysco Corporation
 Form 10-K for the fiscal year ended July 1, 2017
Response Dated April 19, 2018
File No. 001-06544

Dear Mr. Delaney :

We have reviewed  your April 19, 2018  response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with  information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to  your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our March 19,
2018 letter.

Financial Statements and Supplementary Data

Notes to the Consolidated Financial Statements

Note 21. Business Segment Information, page 104

1. We note your response to comment 2.  Please provide us with more information about
your decision to  aggregate International Foodservice Operations – Americas and
International Foodservice Operations – Europe into a single reportable segment.
Specifically, please respond to the following:

 We note the information contained in your Rule 83 confidential treatment request
number 01.  Please tell us the anticipated timing for these plans.

William J. Delaney
Sysco Corporation
May 15, 2018
Page 2

 We note your quantitative assessment of economic similarity based on operating
margin and gross margin for fiscal 2017.  Please also provide us with this information
for fiscal 2015 and 2016, and for the most recent interim period in fiscal 2018, to
assist us in understanding how you assessed long -term economic similarity.

 Please describe to us in reasonable detail the underlying factors that create differences
in gross m argin between these two operating segments.  To the extent the quantitative
similarity in operating margin differs from the quantitative similarity in gross margin,
also describe to us the differences in the operating expenses of the two segments that
lead operating margin to be more or less similar than gross margin.  Please provide
this analysis for fiscal 2015, 2016, 2017, and interim 2018.

 We note your analysis of the qualitative aggregation criteria including the regulatory
environment.  We also note your explanation that regulatory bodies vary among all
countries across the international operating segments; however, they are consistent in
the types of regulations imposed.  Please explain to us in more detail how having the
same types of regulations ma kes the regulatory environment similar and if these
countries have similar levels of standards and/or enforcement.

You may contact Lisa Sellars, Staff Accountant,  at (202) 551 -3348 or me at (202) 551 -
3737 with any questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
1
filename1.htm

CORRESP

 CONFIDENTIAL TREATMENT REQUESTED BY SYSCO CORPORATION FOR CERTAIN

PORTIONS OF THIS LETTER PURSUANT TO 17 C.F.R. SECTION 200.83 (“RULE 83”)

April 19, 2018

 Via EDGAR

Jennifer Thompson

 Accounting Branch Chief

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549-0404

Re:

 Sysco Corporation

 Form 10-K for the fiscal year ended July 1, 2017

 Filed August 30, 2017

File No. 001-06544

 Dear Ms. Thompson:

 This
letter sets forth the responses of Sysco Corporation (the “Company” or “Sysco”) to the comments of the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”)
contained in the letter dated March 19, 2018 with respect to the Company’s Form 10-K, filed August 30, 2017 (“Form 10-K”).

Please understand that the Company is dedicated to its compliance with disclosure requirements and continually strives to enhance the level, clarity and
transparency of its disclosures in its filings. Sysco appreciates your review and your comments and views them as additional tools in achieving these goals. The Company’s responses to your comments are listed below. For your convenience,
comments contained in your March 19, 2018 letter are reprinted in bold italics below.

 Form 10-K for
the Fiscal Year Ended July 1, 2017

 Financial Statements and Supplementary Data

Notes to the Consolidated Financial Statements

Note 21. Business Segment Information, page 104

1.
We note your disclosure that the Brakes Group acquisition, combined with a change in how the chief operating decision maker assesses performance and allocates resources, resulted in a change in Sysco’s segment
reporting in the first quarter of fiscal 2017. We also note your disclosure on page 50 that you have determined you have 15 operating segments. In order to help us understand how you identified your operating segments, please address the following
points:

 Ms. Jennifer Thompson

U.S. Securities and Exchange Commission

April 19, 2018

 Page 2

CONFIDENTIAL TREATMENT REQUESTED BY SYSCO CORPORATION FOR CERTAIN

PORTIONS OF THIS LETTER PURSUANT TO 17 C.F.R. SECTION 200.83 (“RULE 83”)

•

Tell us the title and describe the role of the CODM and each of the individuals who report directly to the CODM.

•

Identify and describe the role of each of your segment managers.

•

Tell us how often the CODM meets with his/her direct reports, the financial information the CODM reviews to prepare for those meetings, the financial information discussed in those meetings, and who else attends
those meetings.

•

Tell us who is held accountable for the operating segments that contain your European operations and the title and role of the person this individual or individuals report to in the organization.

•

Describe the information regularly provided to the CODM and how frequently it is prepared.

•

Describe the information regularly provided to the Board of Directors and how frequently it is prepared.

Company Response

 In connection with
preparing this response and our evaluation of the guidance in ASC 280, we determined that our operating segments are as follows:

•

U.S. Foodservice Operations

•

Supplies on the Fly

•

International Foodservice Operations – Americas

•

International Foodservice Operations – Europe

•

SYGMA

•

Guest Supply

•

Sysco Labs

 We have historically defined our operating segments consistent with the lowest
level of discrete financial information provided to the Chief Operating Decision Maker (“CODM”), as well as the organizational structure directly reporting to the CODM. Throughout the years, the organizational and reporting structure of
the Company has evolved; however, the level at which discrete financial information has been provided to the CODM has not changed. We have refreshed our operating segment evaluation based on the characteristics as outlined in ASC 280-10-50-1, and the Company believes that its operating segments as of July 1, 2017 were defined at a level below that at which
our CODM assesses and allocates resources. Although we have updated our evaluation of operating segments, our reportable segments, as disclosed in our fiscal 2017 Annual Report on Form 10-K, remain the same.
We will modify our disclosure in our next appropriate filing to reflect this change from 15 operating segments to 7 operating segments. Our refreshed evaluation of our operating segments is included below.

As of the date of the filing of the Form 10-K, and through the end of calendar 2017, the Company had
identified its Chief Executive Officer (“CEO”) and President and Chief Operating Officer (“COO”) collectively as the CODM. Effective January 1, 2018, our previous CEO retired and our President and COO was appointed as our
successor CEO. Our CEO is currently the CODM.

 Ms. Jennifer Thompson

U.S. Securities and Exchange Commission

April 19, 2018

 Page 3

CONFIDENTIAL TREATMENT REQUESTED BY SYSCO CORPORATION FOR CERTAIN

PORTIONS OF THIS LETTER PURSUANT TO 17 C.F.R. SECTION 200.83 (“RULE 83”)

 Our CODM’s primary role is to allocate resources to, and assess the operating results
of, the operating segments of the Company. The key decisions of our CODM include the allocation of capital expenditures, approving the budget and forecast and determining segment managements’ compensation criteria. Each of those decisions is
made at the level of the operating segments described above. The CODM is not responsible for these decisions or any other resource allocation decisions for the components within any operating segment, as this is the primary function of the segment
managers.

 The individuals who report to our CODM are provided in Appendix A, including our segment managers. The following table
identifies the CODM’s segment managers and the operations for which they are responsible (organized by reportable segment):

 Ms. Jennifer Thompson

U.S. Securities and Exchange Commission

April 19, 2018

 Page 4

CONFIDENTIAL TREATMENT REQUESTED BY SYSCO CORPORATION FOR CERTAIN

PORTIONS OF THIS LETTER PURSUANT TO 17 C.F.R. SECTION 200.83 (“RULE 83”)

 Each segment manager is directly responsible for maintaining direct communication with the
CODM to discuss operating activities, financial results, forecasts and plans for the operating segments for which he or she is responsible. If a segment manager is responsible for the results of multiple operations, the segment manager communicates
and is held accountable for the combined results of those operations. Segment managers’ performance is measured and based on the combined financial performance of their respective operations. For example, the Senior Vice President –
Foodservice Operations – U.S. is compensated based on the combined operating results of U.S. Broadline, FreshPoint, U.S. Meat and European Imports.

Rule 83 Confidential Treatment Request by Sysco Corporation; Request 01

Within International Foodservice Operations, there are currently two segment managers or direct reports to the CODM. One segment manager is
responsible for our European operations, which are substantially comprised of the recently acquired Brakes Group, and the other is responsible for the remaining international operations including our broadline operations in Canada, Bahamas and Latin
America. Both are accountable to the CODM for their respective geographic areas (International Foodservice Operations – Americas and International Foodservice Operations – Europe).
[***]1

 Our CODM meets with his
direct reports twice a month. These meetings are general staff meetings that are used to discuss initiatives and general updates pertaining to the Company as a whole. He meets individually with certain of his direct reports generally on a bi-weekly basis, including the segment managers. Topics discussed in these bi-weekly meetings include items such as business performance trends, status of initiative
implementations and people-related updates. The CODM meets with all of his direct reports monthly in a meeting referred to as the Monthly Operating Results Meeting (“MORM”). The CODM uses a periodic financial reporting package, referred to
as the “MORM financial package,” to provide insight into financial results and planning, which is organized for purposes of making operating decisions, resource allocation decisions and assessing performance. Attendees of the MORM are
provided in Appendix B, and include segment managers.

 The MORM financial package provides financial information for the Company’s
operating segments and follows the general reporting pattern of our reportable segments. This financial information includes key metrics (e.g. sales, gross margin, operating income, return on invested capital and earnings per share).
Information is presented net of intercompany and intersegment transactions, which is consistent with the information reflected for segment reporting in the Company’s Forms 10-K/Q. Additional non-financial data is included in the MORM financial package, such as case growth, cost per case and headcount, as

1
*** Sysco Corporation requests that the bracketed information contained in this Request Number 01 be treated as confidential information pursuant to Rule 83 and that the Commission provide timely notice to Gerald
Clanton, Associate General Counsel, Securities, Governance & Corporate Finance, 1390 Enclave Parkway, Houston, TX 77077-2099, (281) 584-1390, before it permits any disclosure of the information.

 Ms. Jennifer Thompson

U.S. Securities and Exchange Commission

April 19, 2018

 Page 5

CONFIDENTIAL TREATMENT REQUESTED BY SYSCO CORPORATION FOR CERTAIN

PORTIONS OF THIS LETTER PURSUANT TO 17 C.F.R. SECTION 200.83 (“RULE 83”)

well as financial information for components of our operating segments. Segment managers use these details to monitor performance of their operating segments. Our MORM financial package has been
designed to meet the needs of the CODM, but also to address the reporting needs of our segment managers, providing one comprehensive document for both the CODM and segment managers to assist them in fulfilling their respective roles and executing
their strategic initiatives. Although financial information for components of our operating segments is included in the MORM financial package, this financial information is not consistent with the level at which the CODM makes decisions on the
allocation of resources. For example, capital allocation decisions by the CODM occur at the operating segment level and the segment manager for U.S. Foodservice Operations determines capital allocation decisions within the operating segment
utilizing a governance framework of a capital committee. Our U.S. Foodservice Operations segment manager makes allocation decisions based on the optimal proximity of our Broadline, FreshPoint and Meat facilities within each local geography. In some
cases, these have been located in one central campus within a city.

 Rule 83 Confidential Treatment Request by Sysco Corporation;
Request 022

 In addition to the MORM financial package, the CODM receives a
monthly forecasted income statement organized in a manner consistent with the MORM financial package described above. This forecast includes sales, gross profit, operating expenses and operating income for the fiscal year, as compared to our annual
budget. The CODM also receives weekly income statement reporting, with a high level summary of our U.S. Broadline sales, gross profit, operating expenses and operating income. Our U.S. Broadline business comprises over [***]% of our total sales and
an even higher percentage of total operating income. It is the only component where reporting is provided to the CODM on a weekly basis. This data is not used by the CODM for managing operations; rather, it provides a view of the trends of the total
Company performance since these operations are the largest component of our business.

 The Company’s Board of Directors (the
“Board”) receives financial information quarterly, which is reviewed in regularly scheduled Board meetings. This primarily focuses on the income statement of Sysco on a consolidated basis, as well as certain balance sheet and cash flow
statement amounts. The main portion of the presentation includes a summary of sales and operating income presented in a manner consistent with the MORM financial package. To keep the Board informed in between Board meetings, monthly financial
information is also provided in a concise, electronic letter that summarizes the key financial results for the preceding month. This letter includes income statement information for sales, gross profit, operating expenses and

2
*** Sysco Corporation requests that the bracketed information contained in this Request Number 02 be treated as confidential information pursuant to Rule 83 and that the Commission provide timely notice to Gerald
Clanton, Associate General Counsel, Securities, Governance & Corporate Finance, 1390 Enclave Parkway, Houston, TX 77077-2099, (281) 584-1390, before it permits any disclosure of the information.

 Ms. Jennifer Thompson

U.S. Securities and Exchange Commission

April 19, 2018

 Page 6

CONFIDENTIAL TREATMENT REQUESTED BY SYSCO CORPORATION FOR CERTAIN

PORTIONS OF THIS LETTER PURSUANT TO 17 C.F.R. SECTION 200.83 (“RULE 83”)

operating income of consolidated Sysco and of our reportable segments, U.S. Foodservice Operations, International Foodservice Operations, SYGMA and Other. This is consistent with the reportable
segment format in the materials used in the quarterly Board meetings. No operating segment information is provided within the monthly financial information provided to the Board.

2.
Please explain to us how you have aggregated your 15 operating segments into your three reportable segments plus the “other” category appearing in your segment footnote. Additionally, for any operating
segments aggregated in your US Foodservice Operations or International Foodservice Operations reportable segments, please compare and contrast the aggregated operating segments relative to the areas listed in ASC 280-10-50-11a to e. Regarding any differences among such aggregated operating segments, please tell us why you determined that disaggregation was not warranted.

 Company Response

As discussed in the Company’s response to comment 1, we believe we have 7 operating segments. The following table demonstrates the
composition of Sysco’s operating segments as disclosed in our Fiscal 2017 Annual Report on Form 10-K as 15 operating segments, as compared to 7 operating segments. Also included are each operating
segment’s sales as a percentage of total Sysco sales.

 Ms. Jennifer Thompson

U.S. Securities and Exchange Commission

April 19, 2018

 Page 7

CONFIDENTIAL TREATMENT REQUESTED BY SYSCO CORPORATION FOR CERTAIN

PORTIONS OF THIS LETTER PURSUANT TO 17 C.F.R. SECTION 200.83 (“RULE 83”)

 Rule 83 Confidential Treatment Request by Sysco Corporation; Request 033

% of Total Sysco

15 Operating
Segments

7 Operating
Segments

 U.S. Broadline

[***]%

 U.S. Meat

[***]%

 FreshPoint

[***]%

 European Imports

[***]%

 U.S. Foodservice Operations

67.9%

 Supplies on the Fly

[***]%

[***]%

 Canada

[***]%

 Bahamas

[***]%

 Costa Rica

[***]%

 Mexico

[***]%

 Panama

[***]%

 International Food Group

[***]%

 International Americas

[***]%

 Europe

[***]%

[***]%

 SYGMA

11.2%

11.2%

 Guest Supply

[***]%

[***]%

 Sysco Labs

[***]%

[***]%

100.0%

100.0%

 We will modify our disclosure in our next appropriate filing to reflect our conclusion that we have 7 operating
segments. Our response to the above comment will focus on the aggregation criteria as outlined in ASC 280-10-50-11 (for economic
similarities using quantitative aggregation criteria) and ASC 280-50-11a to e (for qualitative aggregation criteria) for these 7 operating segments.

ASC 280 specifically mentions that segments with simila

Mail Stop 3561

March 19, 2018

William J. Delaney
Chief Executive Officer
Sysco Corporation
1390 Enclave Parkway
Houston, TX 77077

Re: Sysco Corporation
 Form 10-K for the fiscal year ended July 1, 2017
Filed August 30, 2017
File No. 001-06544

Dear Mr. Delaney :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please te ll us why in your response.

After reviewing your response to these  comments, we may have additional comments.

Financial Statements and Supplementary Data

Notes to the Consolidated Financial Statements

Note 21. Business Segment Informatio n, page 104

1. We note your disclosure that the Brakes Group acquisition, combined with a change in
how the chief operating decision maker assesses performance and allocates resources,
resulted in a change in Sysco’s segment reporting in the first quarter of  fiscal 2017.  We
also note your disclosure on page 50 that you have determined you have 15 operating
segments.  In order to help us understand how you identified your operating segments,
please address the following points:

 Tell us the title and describe  the role of the CODM and each of the individuals who
report directly to the CODM.

William J. Delaney
Sysco Corporation
March 19, 2018
Page 2

 Identify and describe the role of each of your segment managers.

 Tell us how often the CODM meets with his/her direct reports, the financial
information the CODM reviews to prepare for those meetings, the financial
information discussed in those meetings, and who else attends those meetings.

 Tell us who is  held accountable for the operating segments that contain your
European operations  and the title and role of the perso n this individual  or individuals
report  to in the organization.

 Describe the information regularly provided to the CODM and how frequently it is
prepared.

 Describe the information regularly provided to the Board of Directors and how
frequently it is prep ared.

2. Please explain to us how you have aggregated your 15 operating segments into your three
reportable segments plus the “other” category appearing in your segment footnote.
Additionally, for any operating segments aggregated in your US Foodservice O perations
or International Foodservice Operations reportable segments, please compare and
contrast the aggregated operating segments relative to the areas listed in ASC 280 -10-50-
11a to e.  Regarding any differences among such aggregated operating segments , please
tell us why you determined that disaggregation was not warranted.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Lisa Sellars, Staff Accountant,  at (202) 551 -3348 or me at (202) 551 -
3737 with any questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

Mail Stop 3561

April 1 8, 2016

William J. Delaney
President and Chief Executive Officer
Sysco Corp oration
1390 Enclave Parkway
Houston, TX 77077

Re: Sysco Corp oration
 Form 10-K for the fiscal year ended June 27, 2015
Filed August 25, 2015
File No. 001-06544

Dear Mr. Delaney :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the  Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ James Allegretto

James Allegre tto
Senior Assistant Chief Accountant
Office of Consumer Products

CORRESP
1
filename1.htm

CORRESP

 April 15, 2016

 Via
EDGAR

 James Allegretto

 Senior Assistant Chief
Accountant

 Division of Corporation Finance

 U.S. Securities
and Exchange Commission

 100 F Street, NE

 Washington, D.C.
20549-0404

Re:
Sysco Corporation

 Form 10-K for the Fiscal Year Ended June 27, 2015

Filed August 25, 2015

 File
No. 001-06544

 Dear Mr. Allegretto:

 This letter
sets forth the responses of Sysco Corporation (the “Company” or “Sysco”) to the comments of the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) contained in
the letter dated April 12, 2016 with respect to the Company’s Form 10-K, filed August 25, 2015 (“Form 10-K”). For your convenience,
comments contained in your April 12, 2016 letter are reprinted in bold italics below.

 Item 8. Financial Statements and Supplementary
Data

 Notes to Consolidated Financial Statements

 Mr. James Allegretto

U.S. Securities and Exchange Commission

April 15, 2016

 Page 2

 Note 9. Derivative Financial Instruments, page 65

1.
Your response to question 5 indicates that the company is not amortizing AOCI to earnings based on the October 2014 debt but as the hedged fixed interest payments impact earnings. However you stated on page 66
of the 10-K, as well as on page 9 of your Form 10-Q for the quarter ended December 26, 2015, that “cumulative losses recorded in Accumulated other
comprehensive (loss) income related to these swaps will continue to be amortized through interest expense over the term of the originally issued debt as the amount hedged is anticipated to remain within our capital structure.” [Emphasis
added.] For the AOCI related to the swaps terminated in September 2014, please explain to us what you meant by “the term originally issued debt” and why this disclosure is consistent with your response to question 5.

 Company Response

In the Company’s previous response letter dated March 31, 2016, it was noted that the Company is amortizing amounts out of AOCI and
into earnings pursuant to ASC 815, that is, as the hedged interest payments impact earnings. Historically, as the April 1st and
October 1st 2015 interest rate payments on the October 2014 debt accrued, the respective amounts in AOCI were reclassified to earnings. Going forward, as the April 1st and October 1st interest rate payments on the new senior notes issued in September 2015 accrue, the respective amounts in AOCI will be
reclassified to earnings. While the payment dates on both series of senior notes match, the Company is not amortizing AOCI based on the October 2014 debt. The Company is required to continue to release the respective amounts in AOCI to earnings as
the hedged fixed rate interest payments impact earnings until such time as Sysco can assert that any of those payments are probable of not occurring.

The Company’s disclosure in its 2015 Form 10-K and subsequent
10-Q for the quarter ended December 26, 2015, included “cumulative losses recorded in Accumulated other comprehensive (loss) income related to these swaps will continue

 Mr. James Allegretto

U.S. Securities and Exchange Commission

April 15, 2016

 Page 3

 to be amortized through interest expense over the term of the originally issued debt as the
amount hedged is anticipated to remain within our capital structure.” The intent of the disclosure was to indicate that the amortization periods would continue to match that of the interest payments as originally documented. The Company will
clarify its disclosure in subsequent applicable Form 10-Q’s and Form 10-K’s as follows:

The cumulative losses recorded in Accumulated other comprehensive (loss) income related to these swaps will continue to be amortized
through interest expense over the term of the originally hedged fixed-rate interest rate payments, as those payments are anticipated to remain within its capital structure. The interest payments included in its originally hedged amount were 60
semiannual interest cash flows on $1.0 billion in aggregate principal amount of fixed rate debt and 20 semiannual interest cash flows on $1.0 billion in aggregate principal amount of fixed rate debt. Amortization commenced in October 2014 when those
interest payments began affecting earnings.

 Sysco acknowledges that:

•

it is responsible for the adequacy and accuracy of the disclosure in the filing;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

it may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If any member of the Staff has any questions or additional comments, please contact our Securities Counsel, B. Joseph Alley, Jr. of Arnall Golden Gregory LLP
at (404) 873-8688.

 Mr. James Allegretto

U.S. Securities and Exchange Commission

April 15, 2016

 Page 4

 Very truly yours,

/s/ Russell Libby

 Russell Libby

Executive Vice President –

 Administration and Corporate
Secretary

cc:
Lisa Sellars, Staff Accountant

 Daniel Porco, Staff Attorney

Lilyanna Peyser, Special Counsel

B. Joseph Alley, Jr., Arnall Golden Gregory LLP

William R. Strait, Ernst & Young

Joel Grade, Sysco Corporation

Mail Stop 3561

April 1 2, 2016

William J. Delaney
President and Chief Executive Officer
Sysco Corp oration
1390 Enclave Parkway
Houston, TX 77077

Re: Sysco Corp oration
 Form 10-K for the fiscal year ended June 27, 2015
Filed August 25, 2015
Response Dated March 31, 2016
File No. 001-06544

Dear Mr. Delaney :

We have reviewed  your March 31, 2016 response to our comment letter and have the
following comment .  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not b elieve our
comment applies  to your facts and circumstances , please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.
Unless we note otherwise, our references to prior comments are to comments in our March 16 ,
2016 letter .

Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Note 9.  Derivative Financial Instruments, page 65

1. Your response to question 5 indicates that the company is not amortizing AOCI to
earnings based on the October 2014 debt but as the hedged fixed interest pay ments
impact earnings.  However  you stated on page 66 of the 10 -K, as well as on page 9 of
your Fo rm 10 -Q for the quarter ended December 26, 2015, that “ cumulative losses
recorded in Accumulated other comprehensive (loss) income related to these  swaps will
continue to be amortized through interest expense over the term of the originally issued

William J. Delaney
Sysco Corporation
April 1 2, 2016
Page 2

 debt as the amount hedged is anticipated to remain within our capital structure. ”
[Emphasis added.]   For the AOCI related to the swaps terminated in September 2014,
please explain to us what you meant by “the term of the originally issued debt”  and why
this discl osure is consistent with your response to question 5.

You may contact Lisa Sellars, Staff Accountant,  at (202) 551 -3348  or me at (202) 551 -
3849  if you have questions regarding  the comment  on the financial statements and re lated
matters.  Please contact Daniel Porco, Staff Attorney,  at (202) 551 -3477  or Lilyanna Peyser,
Special Counsel, at (202) 551 -3222  with any other questions.

Sincerely,

 /s/ James Allegretto

James Allegretto
Senior Assistant Chief Accountant
Office of Consumer Products

CORRESP
1
filename1.htm

CORRESP

 March 31, 2016

 Via
EDGAR

 James Allegretto

 Senior Assistant Chief
Accountant

 Division of Corporation Finance

 U.S. Securities
and Exchange Commission

 100 F Street, NE

 Washington, D.C.
20549-0404

Re:
Sysco Corporation

Form 10-K for the Fiscal Year Ended June 27, 2015

Filed August 25, 2015

File No. 001-06544

 Dear Mr. Allegretto:

This letter sets forth the responses of Sysco Corporation (the “Company” or “Sysco”) to the comments of the Staff of the
Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) contained in the letter dated March 16, 2016 with respect to the Company’s Form 10-K, filed August 25, 2015 (“Form
10-K”). For your convenience, comments contained in your March 16, 2016 letter are reprinted in bold italics below. For ease of reference, the Company has numbered each bullet point from the Commission’s letter to correspond to the
Company’s numbered responses below. The Company has also included as an Appendix, certain key dates relevant to its response.

 Mr. James Allegretto

U.S. Securities and Exchange Commission

March 31, 2016

  Page
 2

 Form 10-K for the Fiscal Year Ended June 27, 2015

Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Note 9. Derivative Financial Instruments, page 65

1.
 We note your response to comment 2. Please explain the following items in more detail.

•

 Question 1 – We note that you described the hedged forecasted transactions as 60 semiannual interest cash flows on $1.0 billion in
aggregate principal of fixed rate debt occurring between December 1, 2014 and January 31, 2045 and 20 semiannual interest cash flows on $1.0 billion in aggregate principal of fixed rate debt occurring between December 1, 2014 and
January 31, 2055. Please tell us if any semi-annual interest payments on any fixed rate debt within that period would qualify. If so, please tell us how that constitutes sufficient specificity about the hedged item so that it is clear when an
interest payment occurs whether that cash outflow is or is not the hedged transaction.

•

 Question 2 – You state that you terminated the swaps in September 2014 in conjunction with the issuance of $5.0 billion in senior
notes in October 2014 and began amortizing the amounts in AOCI through interest expense over the term of the new senior notes (30 years and 10 years respectively). Once you issued specific debt in October 2014 and began making interest payments and
amortizing the AOCI over the term of this debt, please explain in greater detail how other cash interest payments associated with different debt with different semi-annual cash outflows could also be considered the forecasted transactions.

•

 Question 3 – Please tell us how you define “the end of the originally specified time period (as documented at the inception of
the hedging relationship) or within an additional two-month period of time thereafter” for the forecasted transaction(s). Please tell us by what date you believe the forecasted transactions would have had to be probable of not occurring to
reclassify the OCI to earnings.

•

 Question 4 – We are unclear on how anticipating issuing approximately $2.0 billion in fixed rate debt during the first quarter of
fiscal 2016 and actually issuing $2.0 billion in fixed rate debt in September 2015 impacted your ability to assert it was probable that the forecasted transactions would not occur by the end of the originally specified time period. Please explain in
detail addressing how the 60 and 20 semi-annual interest cash outflows during the 30 and 10 year specified periods coincide with the anticipated or actual issued debt.

 Mr. James Allegretto

U.S. Securities and Exchange Commission

March 31, 2016

  Page
 3

•

 Question 5 – It appears that you intend to continue to amortize the cumulative losses recorded in accumulated other comprehensive
income through interest expense over the term of the originally issued merger debt. Please explain to us how you determined that will be the same period or periods in which outstanding debt interest payments affect earnings.

 The above points are an attempt to understand your period-by-period analysis of the transactions beginning with
incurrence of the derivative intended to hedge forecasted debt issuance(s), please feel free to supplement your response with any information you deem helpful to understanding the accounting literature that supports continued amortization from other
comprehensive income. In this regard, please ensure your next response provides a comprehensive analysis of how you evaluated the economic effect of the forward-starting interest rate including how it served as an economic hedge of possible future
cash payments associated with unspecified debt transaction(s). A detailed discussion of the intent of the forward-starting swap agreements may be a good starting point including how such agreement(s) fixed your risk relating to the uncertainty of
future interest payments for specified periods. We may have further comment.

 Company Response

Response to Question 1

 In
December 2013, Sysco began contemplating various hedging strategies related to the interest rate risk on the Company’s anticipated debt issuance(s) and the interest cash flows that would result from permanently increasing the Company’s
capital structure. The proceeds from the anticipated debt issuance(s) could be used for a variety of items, which included the proposed US Foods merger (the ‘Merger’), repayment of existing debt ($300 million due June 2015), settlement of
commercial obligations ($400 million outstanding as of the end of calendar 2013) and other uses to provide shareholder return.

In reviewing hedging instruments to accomplish these purposes, the Company considered treasury locks and forward starting
interest rate swaps. Investment grade companies frequently use these instruments to hedge interest rate risk associated with contemplated debt issuances (i.e., the risk that interest rates increase prior to the issuance of the debt beyond the level
priced into the forward curve on the date the hedge was put in place, resulting in a higher fixed coupon and subsequent interest payments than would have been the case if the debt had been issued at the forward rate on the date the hedge was put in
place). Sysco chose forward starting interest rate swaps (pay fixed / receive floating), which function to lock in a fixed interest rate as of the day the swap is entered into until the day it is terminated. Forward starting swaps are generally
terminated at or near the date the fixed rate debt is issued because the hedged risk (i.e., variability in expected interest payments due to fluctuations in the forward benchmark LIBOR swap rate from the date the hedge is put in place until the date
the fixed rate debt is issued) no longer exists. Any gain (or loss) on the swap as of the termination date serves to offset the higher (or lower) interest rate payments that will occur over the life of the debt based on the fixed coupon.

 Mr. James Allegretto

U.S. Securities and Exchange Commission

March 31, 2016

  Page
 4

 On January 28, 2014, the Company entered into two forward-starting swap
agreements in order to hedge future semiannual interest payments attributable to changes in the benchmark LIBOR swap rate that could occur from this point until the expected issuance of the debt. The Company’s hedge documentation described the
hedged interest rate payments broadly as follows:

1.
 60 semiannual interest cash flows on $1.0 billion in aggregate principal amount of fixed rate debt occurring between December 1, 2014 and
January 31, 2045.

2.
 20 semiannual interest cash flows on $1.0 billion in aggregate principal amount of fixed rate debt occurring between December 1, 2014 and
January 31, 2025. (Please note that our first response letter included a typographical error of January 31, 2055; however, the agreement and the original hedge designation documentation correctly refer to the date of January 31,
2025.)

 The Company’s hedge designation documentation further states that those interest cash flows
could be on debt issued for “the proposed US Foods merger (the ‘Merger’), repayment of existing debt, settlement of outstanding commercial obligations and other purposes.” As discussed above, the Company anticipated permanently
increasing its capital structure regardless of whether the Merger was consummated. Pursuant to ASC 815, the Company asserted at inception, and throughout the life of the hedge, that those interest rate payments were probable of occurring over the
time period designated based on its plans to issue debt for the reasons documented above.

 Because the Company anticipated
issuing fixed rate debt for various purposes, it described the hedged items (i.e., semiannual fixed rate interest payments over 30 and 10 years respectively) broadly in the hedge documentation. This broad documentation approach is consistent with
the hedge strategy illustrated in ASC 815-30-55-129, in which the entity documents that it is hedging:

 “the
variability in the 40 future quarterly interest payments, attributable to changes in the benchmark interest rate, over the next 10 years related to its 10-year $100 million borrowing program that begins in 6 months.”

 Mr. James Allegretto

U.S. Securities and Exchange Commission

March 31, 2016

  Page
 5

 Pursuant to ASC 815-20-25-3(d)(vi), “the hedged forecasted transaction
shall be described with sufficient specificity so that when a transaction occurs, it is clear whether that transaction is or is not the hedged transaction”. In our case, any fixed rate semiannual interest payments beginning after
December 1, 2014 related to debt issued after June 1, 2014, consistent with the purposes described in the hedge documentation (as described above) would be the hedged item.

The Company’s hedge documentation also contemplated a scenario where there could be fixed rate interest rate payments on
a notional amount of debt exceeding the notional amount documented (e.g., $1 billion). In that case, we documented that the hedged cash flows (i.e., interest payments) will be based on the first $1 billion of debt issued. Therefore, we
believe it would be clear which interest payments are the documented hedged interest payments and which are not, and thus, sufficient specificity is met pursuant to ASC 815.

Response to Question 2

On September 24, 2014, the forward-starting swap agreements were terminated in conjunction with the Company’s
issuance of $5.0 billion in senior notes on October 2, 2014, which included $1 billion in 10-year notes and $1 billion in 30-year notes with 20 and 60 semiannual interest payments, respectively. On September 24, 2014, the date on which the
Company priced its senior notes offering, the hedged risk (variability in forward interest rates) no longer existed. As contemplated in the original hedge designation, interest payments from the $2.0 billion debt issuance would be added to
Sysco’s capital structure through the issuance of senior notes on October 2, 2014 or, in the event these senior notes were redeemed, through a subsequent debt offering. As of the termination date of the forward-starting swap agreements,
Sysco had recorded derivative liabilities of approximately $130 million and $59 million for the 30-year and 10-year swap agreements, respectively, and corresponding derivative losses totaling $189 million in accumulated other comprehensive income
(“AOCI”). The Company began amortizing the amounts in AOCI through interest expense in a manner consistent with the underlying 60 and 20 semiannual interest payments associated with those 30-year and 10-year senior notes, respectively,
pursuant to ASC 815-30-35-38.

 On June 29, 2015, Sysco issued a press release noting that it had terminated its
proposed Merger after the U.S. District Court for the District of Columbia granted the Federal Trade Commission’s request for a preliminary injunction to stay the proposed Merger. Within the same press release, the Company announced that its
Board of Directors had authorized the Company to spend an additional $3 billion to repurchase shares (approximately 13 percent of current outstanding shares at that time) over the next two years. The release noted that the Company intended to fund
these purchases from new borrowings and cash flow from operations. The intent was disclosed to repurchase approximately $1.5 billion in shares in each of the next two years and, as part of the first year’s purchases, through an accelerated
share repurchase program. The Company further disclosed in a question and answer session with investors and analysts, on the same day, that it intended to issue $2.0 billion in debt towards the end of the first quarter of fiscal 2016 and would
execute the $1.5 billion in accelerated share repurchases at the same time. These public disclosures were consistent with the Company’s expectation that the remaining hedged forecasted transactions (i.e., semiannual fixed interest payments over
the period specified in the Company’s hedge documentation) would occur. Sysco further disclosed the same intentions of issuing debt and funding share repurchases within its Fiscal 2015 Form 10-K in Item 7, Management’s Discussion and
Analysis of Financial Condition and Results of Operations, within the section entitled “Trends and Strategy.”

 Mr. James Allegretto

U.S. Securities and Exchange Commission

March 31, 2016

  Page
 6

 The termination of the merger agreement triggered the mandatory redemption
feature included within the indentures governing the senior notes. On July 15, 2015, the Company redeemed the senior notes for cash. When it became probable that the hedged fixed rate interest payments would not occur on the debt issued for the
proposed Merger, ASC 815 required the Company to evaluate whether it was probable that those interest rate payments would not occur in connection with future debt issued for the “repayment of existing debt, settlement of outstanding commercial
obligations or other purposes,” as originally documented.

 The Company continued to conclude it was probable that the
forecasted interest payments would occur, consistent with its intentions publicly stated on June 29, 2015 and, therefore, losses within AOCI were required to continue to amortize into earnings. In determining when to release amounts in AOCI for
a discontinued hedge, ASC 815-30-40-4 states: “The net derivative instrument gain or loss related to a discontinued cash flow hedge shall continue to be reported in accumulated other comprehensive income unless it is probable that the
forecasted transaction will not occur by the end of the originally specified time period (as documented at the inception of the hedging relationship) or within an additional two-month period of time thereafter.” [Emphasis added.] In
addition, ASC 815-20-25-16 notes that “how the hedged forecasted transaction is designated and documented in a cash flow hedge is critically important in determining whether it is probable that the hedged forecasted transaction will
occur.”

 The Company reassessed the accounting for amounts accumulated in AOCI in both the third and the fourth
quarters of fiscal 2015 based on this guidance and could not assert that the documented hedged interest cash flows were probable of not occurring. That is, Sysco could not assert that it was probable that it would not have interest cash flows
(occurring within the years noted above) associated with fixed rate debt issued for the “proposed Merger, repayment of existing debt, settlement of outstanding commercial obligations or other purposes.”

Consistent with this determination, in September 2015, Sysco issued $2.0 billion in aggregate principal amount of new senior
notes, which the Company determined to be part of its permanent capital structure (see resp

Mail Stop 3561

March 16 , 2016

William J. Delaney
President and Chief Executive Officer
Sysco Corp oration
1390 Enclave Parkway
Houston, TX 77077

Re: Sysco Corp oration
 Form 10-K for the fiscal year ended June 27, 2015
Filed August 25, 2015
Response Dated March 2, 2016
File No. 001-06544

Dear Mr. Delaney :

We have reviewed  your March 2, 2016 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our February 23,
2016 letter .

Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Note 9.  Derivative Financial Instruments, page 65

1. We note your response to comment 2.  Please explain the  following items in more detail.

 We note that you described the hedged forecasted transactions as 60 semiannual
interest cash flows on $1.0 billion in aggregate principal of fixed rate debt
occurring between December 1, 2014 and January 31, 2045 and 20 semiannual
interest cash flows on $1 .0 billion in aggregate principal of fixed rate debt

William J. Delaney
Sysco Corporation
March 16 , 2016
Page 2

 occurring between December 1, 2014 and January 31, 2055.  Please tell us if any
semi-annual interest payments on any fixed rate debt within that period would
qualify.  If so, please tell us how that cons titutes sufficient specificity about the
hedged item so that it is clear when an interest payment occurs whether that cash
outflow is or is not the hedged transaction.

 You state that you terminated the swaps in September 2014 in conjunction with
the issu ance of $5.0 billion in senior notes in October 2014 and began amortizing
the amounts in AOCI through interest expense over the term of the new senior
notes (30 years and 10 years respectively).  Once you issued specific debt in
October 2014 and began maki ng interest payments and amortizing the AOCI over
the term of this debt, please explain in greater detail how other cash interest
payments associated with different debt with different semi -annual cash outflows
could also be considered the forecasted trans actions.

 Please tell us how you define “the end of the originally specified time period (as
documented at the inception of the hedging relationship) or within an additional
two-month period of time thereafter” for the forecasted transaction(s).  Please t ell
us by what date you believe the forecasted transactions would have had to be
probable of not occurring to reclassify the OCI to earnings.

 We are unclear on how anticipating issuing approximately $2.0 billion in fixed
rate debt during the first quarte r of fiscal 2016 and actually issuing $2.0 billion in
fixed rate debt in September 2015 impacted your ability to assert it was probable
that the forecasted transactions would not occur by the end of the originally
specified time period.  Please explain in detail addressing how the 60 and 20
semi-annual interest cash outflows during the 30 and 10 year specified periods
coincide with the anticipated or actual issued debt.

 It appears that you intend to continue to amortize the cumulative losses recorded
in ac cumulated other comprehensive income through interest expense over the
term of the originally issued merger debt.  Please explain to us how you
determined that will be  the same period or periods  in which outstanding debt
interest payments affect earnings .

The above points are an attempt to understand your period -by-period analysis of the
transactions beginning with incurrence of the derivative intended to hedge forecasted debt
issuance(s), please feel free to supplement your response with any information  you deem helpful
to understanding the accounting literature that supports continued amortization from other
comprehensive income.  In this  regard , please ensure your next response provides a
comprehensive analysis of how you evaluated the economic effect of the forward -starting
interest rate including how it served as an economic hedge of possible future cash payments
associated with unspecified debt transaction(s).  A detailed discussion of the intent of the
forward -starting swap agreements may be a good starting point including how such agreement(s)

William J. Delaney
Sysco Corporation
March 16 , 2016
Page 3

 fixed your risk relating to the uncertainty of future interest payments for specified periods .  We
may have further comment.

You may contact Lisa Sellars, Staff Accountant,  at (202) 551 -3348 or me at (202) 551-
3849 if you have questions regarding comments on the financial statements and re lated matters.
Please contact Daniel Porco, Staff Attorney,  at (202) 551 -3477 or Lilyanna Peyser, Special
Counsel, at (202) 551 -3222 with any other questions.

Sincerely,

 /s/ James Allegretto

James Allegretto
Senior Assistant Chief Accountant
Office of Consumer Products

CORRESP
1
filename1.htm

CORRESP

 March 2, 2016

 Via
EDGAR

 James Allegretto

 Senior Assistant Chief
Accountant

 Division of Corporation Finance

 U.S. Securities
and Exchange Commission

 100 F Street, NE

 Washington, D.C.
20549-0404

Re:
Sysco Corporation

Form 10-K for the Fiscal Year Ended June 27, 2015

Filed August 25, 2015

File No. 001-06544

 Dear Mr. Allegretto:

This letter sets forth the responses of Sysco Corporation (the “Company” or “Sysco”) to the comments of the Staff of the Division of
Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) contained in the letter dated February 23, 2016 with respect to the Company’s Form 10-K, filed August 25, 2015 (“Form 10-K”).

 Please understand that the Company is dedicated to its compliance with disclosure requirements and continually strives to enhance the level, clarity and
transparency of its disclosures in its filings. Sysco appreciates your review and your comments and views them as additional tools in achieving these goals. The Company’s responses to your comments are listed below. For your convenience,
comments contained in your February 23, 2016 letter are reprinted in bold italics below.

 Mr. James Allegretto

U.S. Securities and Exchange Commission

March 2, 2016

  Page
 2

 Form 10-K for the Fiscal Year Ended June 27, 2015

Item 7. Management’s Discussion and Analysis of Financial Condition…

Results of Operations

 Sales, page
22

1.
We note that your sales have increased by 4.7% from 2014 due to increased selling prices, case volume growth and sales from acquisitions. When you list multiple factors that contributed to changes in sales, in
future filings please quantify, if possible, the impact of each material factor that you discuss to provide your readers with better insight into the underlying reasons behind the changes in your results. This comment also applies to operating
expenses and individual segment results. Please refer to Item 303(a)(3) of Regulation S-K.

 Company Response

The Company acknowledges the Commission’s comment and, in future filings, will quantify each material factor to the extent possible to
provide readers with better insight into the underlying reasons behind changes in Sysco’s results.

 Item 8. Financial Statements and
Supplementary Data

 Notes to Consolidated Financial Statements

Note 9. Derivative Financial Instruments, page 65

2.
 We note your disclosure that in January 2014 you entered into two forward starting swap agreements with notional amounts totaling $2.0 billion
in contemplation of securing long-term financing and that these derivatives were designated as cash flow hedges to reduce interest on forecasted 10-year and 30-year debt. We further note that in July 2015 you redeemed the senior notes maturing in
2025 and 2045. It appears that you intend to continue to amortize the cumulative losses recorded in accumulated other comprehensive income

 Mr. James Allegretto

U.S. Securities and Exchange Commission

March 2, 2016

  Page
 3

through interest expense over the term of the originally issued debt as the amount hedged is anticipated to remain within your capital structure as opposed to reclassifying these losses into
earnings. Please explain these transactions and your related accounting to us in more detail specifically indicating how the amount hedged remained in your capital structure subsequent to the redemption of the senior notes. Please include in your
response how the hedged forecasted transaction was defined in your formal documentation at hedge inception, and the impact of the July 2015 redemption of debt on your accounting. Please explain how you determined that the forecasted transaction
continued to be probable of occurring and whether and how the forecasted transaction actually occurred or will occur. Please finally address how you determined that continuing to amortize the accumulated OCI was appropriate as opposed to a
reclassification to earnings. Please be detailed in your response providing a step-by-step analysis of your significant judgements from inception of the hedge to the most recent relevant date.

Company Response

 On January 28,
2014, the Company entered into two forward-starting swap agreements in order to hedge future semiannual interest payments attributable to changes in the benchmark LIBOR swap rate. The Company’s hedge documentation described the hedged interest
rate payments broadly as follows:

1.
60 semiannual interest cash flows on $1.0 billion in aggregate principal amount of fixed rate debt occurring between December 1, 2014 and January 31, 2045.

2.
20 semiannual interest cash flows on $1.0 billion in aggregate principal amount of fixed rate debt occurring between December 1, 2014 and January 31, 2055.

The documentation further states that those interest cash flows could be on debt issued for “the proposed US Foods merger (the
‘Merger’), repayment of existing debt, settlement of outstanding commercial obligations and other purposes.” Pursuant to ASC 815, the Company asserted at inception, and throughout the life of the hedge, that those interest rate
payments were probable of occurring based on its plans to issue debt for the purposes documented, including but not limited to further acquisition activity (regardless of whether the Merger was consummated), share repurchases and other corporate
needs.

 Mr. James Allegretto

U.S. Securities and Exchange Commission

March 2, 2016

  Page
 4

 On September 24, 2014, the forward-starting swap agreements were terminated in
conjunction with the Company’s issuance of $5.0 billion in senior notes on October 2, 2014. As of the termination date of the forward-starting swap agreements, Sysco had recorded derivative liabilities of approximately $130 million and $59
million for the 30-year and 10-year swap agreements, respectively, and corresponding derivative losses totaling $189 million in accumulated other comprehensive income (“AOCI”). The Company began amortizing the amounts in AOCI through
interest expense over the term of the new senior notes (30 years and 10 years, respectively). During the fourth quarter of fiscal 2015, Sysco terminated its proposed Merger after the U.S. District Court for the District of Columbia granted the
Federal Trade Commission’s request for a preliminary injunction to stay the proposed Merger, which triggered the mandatory redemption feature included within the indentures governing the senior notes. On July 15, 2015, the Company redeemed
the senior notes for cash.

 In determining when to release amounts in AOCI for a discontinued hedge, ASC 815-30-40-4 states: “The net
derivative instrument gain or loss related to a discontinued cash flow hedge shall continue to be reported in accumulated other comprehensive income unless it is probable that the forecasted transaction will not occur by the end of the
originally specified time period (as documented at the inception of the hedging relationship) or within an additional two-month period of time thereafter.” [Emphasis added.] ASC 815-30-3 requires that “the hedged forecasted transaction
shall be described with sufficient specificity so that when a transaction occurs, it is clear whether that transaction is or is not the hedged transaction.” In addition, ASC 815-20-25-16 notes that “how the hedged forecasted transaction is
designated and documented in a cash flow hedge is critically important in determining whether it is probable that the hedged forecasted transaction will occur.”

The Company reassessed the accounting for amounts accumulated in AOCI in the fourth quarter of fiscal 2015 based on this guidance. As of the
fourth quarter of fiscal 2015, the Company could not assert that the documented hedged interest cash flows were probable of not occurring. That is, Sysco could not assert that it was probable that it would not have interest cash flows (occurring
within the years noted above) associated with fixed rate debt issued for the “proposed Merger, repayment of existing debt, settlement of outstanding commercial obligations or other purposes.”

 Mr. James Allegretto

U.S. Securities and Exchange Commission

March 2, 2016

  Page
 5

 Although the Company terminated the proposed Merger, which triggered the special mandatory
redemption feature associated with the $5.0 billion in senior notes, the Company anticipated issuing approximately $2.0 billion in fixed rate debt during the first quarter of fiscal 2016 in order to finance a portion of the previously announced $3.0
billion share repurchase program that had been announced concurrently with the termination of the Merger and that was anticipated to begin in fiscal 2016. To fund the share repurchase program, in September 2015, Sysco issued $2.0 billion in
aggregate principal amount of senior notes, which the Company determined to be part of its permanent capital structure. Accordingly, the Company was unable to assert that it was “probable that the forecasted transaction will not occur by the
end of the originally specified time period” as described in ASC 815-30-40-4. As a result, the Company determined that it was required to continue amortizing the amount recorded in AOCI through expense in a pattern that is consistent with the
previously hedged interest payments. This pattern of amortization will continue until the Company determines that it is probable the forecasted interest payments will not occur within the originally designated time period or within an additional two
months thereafter. At this time, Sysco has no plans to reduce the debt outstanding in its current capital structure, and therefore, believes the accounting treatment is proper.

Exhibit 23.1

3.
We note that the consent of independent registered public accounting firm is not signed by your auditors. Please file a signed consent.

Company Response

 The signed consent of
Ernst & Young LLP, the Company’s independent registered public accounting firm, was delivered prior to the filing of the Form 10-K; however, the conformed signature was inadvertently omitted from the version of the consent filed via
EDGAR due to an administrative error. Sysco will file an amendment to the Form 10-K to include a conformed version of the consent.

 Mr. James Allegretto

U.S. Securities and Exchange Commission

March 2, 2016

  Page
 6

 Sysco acknowledges that:

•

it is responsible for the adequacy and accuracy of the disclosure in the filing;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

it may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If any member of the Staff has any questions or additional comments, please contact our Securities Counsel, B. Joseph Alley, Jr. of Arnall Golden Gregory LLP
at (404) 873-8688.

 Very truly yours,

/s/ Russell Libby

Russell Libby

Executive Vice President –

Administration and Corporate Secretary

cc:
Lisa Sellars, Staff Accountant

Daniel Porco, Staff Attorney

Lilyanna Peyser, Special Counsel

B. Joseph Alley, Jr., Arnall Golden Gregory LLP

William R. Strait, Ernst & Young

Joel Grade, Sysco Corporation

Mail Stop 3561

February 23 , 2016

William J. Delaney
President and Chief Executive Officer
Sysco Corp oration
1390 Enclave Parkway
Houston, TX 77077

Re: Sysco Corp oration
 Form 10-K for the fiscal year ended June 27, 2015
Filed August 25, 2015
File No. 001-06544

Dear Mr. Delaney :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circums tances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 7. Management’s Discussion and Analysis of Financial Condition…

Results of Operations

Sales, page 22

1. We note that your sales have increased by 4.7% from 2014 due to increased selling
prices, case volume growth and sales from acquisitions.   When you list multiple factors
that contributed to changes in sales, in future filings please quantify, if possible, the
impact of each material factor that you discuss to provide your readers with better insight
into the underlying reasons behind the changes in your results.   This comment also
applies to operating expenses and individual segment results.   Please refer to I tem
303(a)(3) of Regulation S -K.

William J. Delaney
Sysco Corporation
February 2 3, 2016
Page 2

 Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Note 9.  Derivative Financial Instruments, page 65

2. We note your disclosure that in January 2014 you entered into two forward starting swap
agreements with notional amounts totaling $2.0 billion in contemplation of securing long -
term financing and that these derivatives were designated as cash flow hedges to reduce
interest on forecasted 10 -year and 30 -year debt.  We furt her note that in July 2015 you
redeemed the senior notes maturing in 2025 and 2045.  It appears that you intend to
continue to amortize the cumulative losses recorded in accumulated other comprehensive
income through interest expense over the term of the o riginally issued debt as the amount
hedged is anticipated to remain within your capital structure as opposed to reclassifying
these losses into earnings.  Please explain these transactions and your related accounting
to us in more detail  specifically indic ating how the amount hedged remained in your
capital structure subsequent to the redemption of the senior notes .  Please include in your
response how the hedged  forecasted transaction was defined in your formal
documentation at hedge inception , and the  impact of the July 2015 redemption of debt on
your accounting .  Please explain  how you determined that the forecasted transaction
continued to be probable of occurring  and whether and how the forecasted transaction
actually occurred or will occur.  Please  finally address how you determined that
continuing to amortize the accumulated OCI was appropriate as opposed to a
reclassification to earnings.   Please be detailed in your response providing a step -by-step
analysis of your significant judgments from ince ption of the hedge to the most recent
relevant date.

Exhibit 23.1

3. We note that the consent of independent registered public accounting firm is not signed
by your auditors.  Please file a signed consent.

We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all fa cts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is respons ible for the adequacy and accuracy of the disclosure in the filing;

William J. Delaney
Sysco Corporation
February 2 3, 2016
Page 3

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert st aff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Lisa Sellars, Staff Accountant,  at (202) 551 -3348  or me at (202) 551 -
3849  if you have questions regarding comments on the financial statements and re lated matters.
Please contact Daniel Porco, Staff Attorney,  at (202) 551 -3477  or Lilyanna Peyser, Special
Counsel, at (202) 551 -3222  with any other questions.

Sincerely,

 /s/ James Allegretto

James Allegretto
Senior Assistant Chief Accountant
Office of Consumer Products

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CORRESP

 VIA EDGAR

August 7, 2014

 Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

 Washington,
D.C. 20549

 Attention: Mara L. Ransom

RE:
 Sysco Corporation

Registration Statement on Form S-4

File No. 333-196585

Dear Ms. Ransom:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Sysco Corporation (the
“Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-4 (File No. 333-196585) (the “Registration Statement”) so that it may become effective at 4:00 p.m., Eastern
time, on Friday, August 8, 2014, or as soon as possible thereafter.

 In connection with this request, the Company
acknowledges the following:

 1. Should the United States Securities and Exchange Commission (the
“Commission”) or the Staff of the Division of Corporation Finance of the Commission (the “Staff”), acting pursuant to delegated authority, declare the registration statement effective, it does not foreclose the
Commission from taking any action with respect to the Registration Statement.

 2. The action of the Commission or the
Staff, acting pursuant to delegated authority in declaring the registration statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement.

3. The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

 Please contact Benjamin M. Roth at
(212) 403-1378 or BMRoth@wlrk.com or Jeffrey K. Lee at (212) 403-1059 or JKLee@wlrk.com of Wachtell, Lipton, Rosen & Katz with any questions you may have concerning this request, and please notify either of them when this request
for acceleration has been granted. Thank you for your continued assistance.

 Sincerely,

Sysco Corporation

 By:

 /s/ Russell T. Libby

 Russell T. Libby

Executive Vice President—Corporate Affairs

and Chief Legal Officers

CORRESP
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 Wachtell, Lipton, Rosen & Katz

 MARTIN LIPTON

 HERBERT M. WACHTELL

LAWRENCE B. PEDOWITZ

 PAUL VIZCARRONDO, JR.

PETER C. HEIN

 HAROLD S. NOVIKOFF

MEYER G. KOPLOW

 THEODORE N. MIRVIS

EDWARD D. HERLIHY

 DANIEL A. NEFF

ERIC M. ROTH

 ANDREW R. BROWNSTEIN

MICHAEL H. BYOWITZ

 PAUL K. ROWE

MARC WOLINSKY

 DAVID GRUENSTEIN

STEVEN A. ROSENBLUM

 STEPHANIE J. SELIGMAN

JOHN F. SAVARESE

 SCOTT K. CHARLES

DAVID S. NEILL

 JODI J. SCHWARTZ

 ADAM O. EMMERICH

GEORGE T. CONWAY III

 RALPH M. LEVENE

RICHARD G. MASON

 MICHAEL J. SEGAL

DAVID M. SILK

 ROBIN PANOVKA

DAVID A. KATZ

 ILENE KNABLE GOTTS

DAVID M. MURPHY

 JEFFREY M. WINTNER

TREVOR S. NORWITZ

 BEN M. GERMANA

ANDREW J. NUSSBAUM

 RACHELLE SILVERBERG

STEVEN A. COHEN

 DEBORAH L. PAUL

DAVID C. KARP

 RICHARD K. KIM

JOSHUA R. CAMMAKER

 51 WEST 52ND STREET

NEW YORK, N.Y. 10019-6150

TELEPHONE:  (212) 403 -1000

FACSIMILE:   (212) 403 -2000

 GEORGE A. KATZ (1965-1989)

JAMES H. FOGELSON (1967-1991)

 LEONARD
M. ROSEN (1965-2014)

 OF COUNSEL

 MARK GORDON

 JOSEPH D. LARSON

LAWRENCE S. MAKOW

 JEANNEMARIE O’BRIEN

WAYNE M. CARLIN

 STEPHEN R. DiPRIMA

NICHOLAS G. DEMMO

 IGOR KIRMAN

JONATHAN M. MOSES

 T. EIKO STANGE

DAVID A. SCHWARTZ

 JOHN F. LYNCH

WILLIAM SAVITT

 ERIC M. ROSOF

MARTIN J.E. ARMS

 GREGORY E. OSTLING

DAVID B. ANDERS

 ANDREA K. WAHLQUIST

ADAM J. SHAPIRO

 NELSON O. FITTS

JOSHUA M. HOLMES

 DAVID E. SHAPIRO

 DAMIAN G. DIDDEN

ANTE VUCIC

 IAN BOCZKO

MATTHEW M. GUEST

 DAVID E. KAHAN

DAVID K. LAM

 BENJAMIN M. ROTH

JOSHUA A. FELTMAN

 ELAINE P. GOLIN

EMIL A. KLEINHAUS

 KARESSA L. CAIN

RONALD C.CHEN

 GORDON S. MOODIE

DONGJU SONG

 BRADLEY R. WILSON

GRAHAM W. MELI

 GREGORY E. PESSIN

CARRIE M. REILLY

 MARK F. VEBLEN

 WILLIAM T. ALLEN

 PETER C. CANELLOS

DAVID M. EINHORN

 KENNETH B. FORREST

THEODORE GEWERTZ

 MAURA R. GROSSMAN

RICHARD D. KATCHER

 THEODORE A. LEVINE

DOUGLAS K. MAYER

 ROBERT B. MAZUR

 PHILIP MINDLIN

 ROBERT M. MORGENTHAU

BERNARD W. NUSSBAUM

 ERIC S. ROBINSON

PATRICIA A. ROBINSON*

 MICHAEL W. SCHWARTZ

ELLIOTT V. STEIN

 WARREN R. STERN

PATRICIA A. VLAHAKIS

 AMY R. WOLF

 * ADMITTED IN THE DISTRICT OF COLUMBIA

 COUNSEL

 DAVID M. ADLERSTEIN

 AMANDA K. ALLEXON

LOUIS J. BARASH

 DIANNA CHEN

ANDREW J.H. CHEUNG

 PAMELA EHRENKRANZ

KATHRYN GETTLES-ATWA

 PAULA N. GORDON

 NANCY B. GREENBAUM

 MARK A. KOENIG

J. AUSTIN LYONS

 ALICIA C. McCARTHY

SABASTIAN V. NILES

 AMANDA N. PERSAUD

JEFFREY A. WATIKER

 July 11, 2014

VIA HAND DELIVERY AND EDGAR

Ms. Mara L. Ransom

 Assistant Director

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
Sysco Corporation

Registration Statement on Form S-4

Filed June 6, 2014

File No. 333-196585

 Dear Ms. Ransom:

On behalf of Sysco Corporation (the “Company”), and in response to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) to the Company’s registration statement on Form S-4 filed with the Commission on June 6, 2014 (as amended, the “Registration Statement”)
contained in your letter dated July 3, 2014 (the “Comment Letter”), I submit this letter containing the Company’s responses to the Comment Letter. In connection with this letter, we are filing an amendment to the
Registration Statement (“Amendment No. 1”) on the date hereof, and we are separately furnishing to the Staff six courtesy copies of Amendment No. 1 marked to show the changes made to the Registration Statement as filed on
June 6, 2014.

 Mara L. Ransom

 United States
Securities and Exchange Commission

 July 11, 2014

  Page
 2

 The responses set forth in this letter are numbered to correspond to the numbered comments in
the Comment Letter. For your convenience, we have set out the text of the comments from the Comment Letter followed by our responses. Page numbers referenced in the responses refer to page numbers in the marked version of Amendment No. 1.

The Merger, page 36

 Background of the
Merger, page 36

1.
Please revise to more clearly identify the parties in attendance at each meeting. For example, where you state that “representatives” of USF, KKR and CDR, or Sysco, or “management” performed certain
tasks or attended certain meetings, please identify the individuals to whom you refer.

 Response: In
response to the Staff’s comment, the Registration Statement has been revised on pages 36-39 to more clearly identify the parties who performed certain tasks and attended each meeting.

2.
We note that on October 12, 2012 discussions between Sysco and USF were terminated. Please discuss in greater detail the reasons for the termination of discussions between the parties in October 2012 and the
reasons that representatives of KKR and CDR subsequently contacted Sysco representatives to re-initiate discussions regarding a possible transaction.

Response: The Registration Statement has been revised on page 36 in response to the Staff’s comment.

3.
Please disclose the proposed purchase price to which you refer in the third full paragraph on page 37. Please also disclose in more detail the purchase price adjustment to which you refer in the eighth full paragraph on
page 37.

 Response: The Registration Statement has been revised on pages 37 and 38 in response to the
Staff’s comment.

4.
Please provide greater detail about the “other matters” discussed during the December 2, 2013 meeting.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has determined that
only matters relating to communications were discussed during the December 2, 2013 meeting. The Registration Statement has been revised on page 39 to clarify the matters discussed at this meeting.

 2

 Mara L. Ransom

 United States
Securities and Exchange Commission

 July 11, 2014

  Page
 3

 USF’s Reasons for the Merger; Recommendation of the USF Board, page 39

5.
We note that neither party obtained a fairness opinion in connection with this transaction. Please tell us what consideration the USF board gave to this decision in approving the transaction, and any consideration that
was given to including the board’s decision not to obtain a fairness opinion in the list of potentially negative factors beginning on page 40.

Response: USF respectfully advises the Staff that investment funds associated with or managed by CDR and KKR (collectively
with their affiliates, the “Sponsors”), who currently beneficially own, in the aggregate, approximately 98% of the outstanding shares of USF common stock, are sophisticated financial investors who are in the ordinary course of their
businesses regularly involved in decisions relating to the acquisitions and dispositions of portfolio company investments and often do not use financial advisors to assist in such decisions. Representatives of the Sponsors comprise a majority of the
members of the USF board of directors. In light of the foregoing facts, the members of the USF board of directors, in their decision to approve the merger agreement and the merger, did not consider obtaining a fairness opinion in the context of
a sale of a privately held company substantially owned by the Sponsors and did not give consideration to the absence of such an opinion as a potentially negative factor. Given that obtaining a potential fairness opinion was not considered by the USF
board of directors or discussed as a negative factor, USF respectfully advises the Staff that USF does not believe it would be appropriate to refer to the lack of a fairness opinion in the list of potentially negative factors beginning on page 40 of
the Registration Statement.

 The Merger Agreement, page 52

6.
We note your disclosure that the “representations and warranties have been made solely for the benefit of the other parties to the merger agreement and not for the purpose of providing information to be relied upon
by any other person.” Please revise to remove any potential implication that the referenced merger agreement, or any descriptions of its terms, does not constitute disclosure under the federal securities laws.

Response: The Registration Statement has been revised on page 53 in response to the Staff’s comment.

7.
We note your disclosure that “[i]nformation concerning the subject matter of the representations and warranties may change after the date of the merger agreement, which subsequent information or may not be fully
reflected in public disclosures by Sysco and USF.” Please be advised that, notwithstanding the inclusion of a general disclaimer, you are responsible for considering whether additional specific disclosures of material information regarding
material contractual provisions are required to make the statements included in the consent solicitation statement/prospectus not misleading. Please confirm that you have updated, or plan to update, your disclosure to include all material
information to the extent required.

 Response: The Company acknowledges the Staff’s comment and
confirms that it will update the Registration Statement to include all material information to the extent required.

 3

 Mara L. Ransom

 United States
Securities and Exchange Commission

 July 11, 2014

  Page
 4

 Documents Incorporated by Reference, page 117

8.
To the extent you wish to incorporate by reference any Exchange Act reports filed during the period prior to the effectiveness of this registration statement, revise your disclosure in this section to state that any
applicable filings made after the date of the initial registration statement and prior to effectiveness of this registration statement will be deemed incorporated by reference. Please see Compliance and Disclosure Interpretations – Securities
Act Forms Question 123.05, available on our website, www.sec.gov. Please also incorporate by reference the Form 8-K filed on June 16, 2014.

Response: The Registration Statement has been revised on page 118 in response to the Staff’s comment.

 Signatures

9.
Please conform the language in the introductory paragraph to that of Form S-4.

Response: The signature page of the Registration Statement has been revised in response to the Staff’s comment.

 * * * * *

 In the
event that the Company requests acceleration of the effective date of the Registration Statement, the Company acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 We hope that the foregoing, and the revisions to the Registration Statement, have been responsive to the Staff’s
comments. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 403-1378 or by email at BMRoth@wlrk.com, or my colleague Jeffrey K. Lee at (212) 403-1059 or by email at JKLee@wlrk.com.

 4

 Mara L. Ransom

 United States
Securities and Exchange Commission

 July 11, 2014

  Page
 5

Sincerely,

 /s/ Benjamin M. Roth

Benjamin M. Roth

cc.
Andrew R. Brownstein, Wachtell, Lipton, Rosen & Katz

Russell T. Libby, Sysco Corporation

B. Joseph Alley, Jr., Arnall Golden Gregory LLP

Marni J. Lerner, Simpson Thacher & Bartlett LLP

Juliette Pryor, US Foods

 5

July 3, 2014

Via E -mail
William J. DeLaney
President and Chief Executive Officer
Sysco Corporation
1390 Enclave Parkway
Houston, TX 77077 -2099

Re: Sysco Corp oration
  Registration Statement on Form S-4
Filed  June 6, 2014
  File No.  333-196585

Dear Mr. DeLaney :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration stat ement and the information you
provide in response to these  comments, we may have  additional comments.

The Merger, page 36

Background of the Merger, page 36
1. Please revise to more clearly i dentify the parties  in attendance at each meeting.  For
example, where you state that “representatives” of USF, KKR and CDR , or Sysco, or
“management” performed certain tasks or attended certain meetings, please identify the
individuals to whom you refer.

2. We note that on October 12, 2012 discussions between Sysco and USF were terminated.
Please discuss in greater detail the reasons for  the termination of discussion s between the
parties in October 2012 and the reasons that representatives of KKR and CDR
subsequently contacted Sysco representative s to re-initiate discussions  regarding a
possible transaction .

William J. DeLaney
Sysco Corporation
July 3, 2014
Page 2

 3. Please disclose the proposed purchase price to which you refer in the third full paragraph
on page 37.   Please also disclose in more detail the purchase price adjustment to which
you refer in the eighth full paragraph on page 37.

4. Please provide greater detail about the “other  matters ” discussed during the  December 2,
2013  meeting .

USF’s Reasons fo r the Merger; Recommendation of the USF Board, page 39

5. We note that neither party obtained a fairness opinion in connection with this transaction.
Please tell us  what consideration the USF board gave to  this decision in approv ing the
transaction, and any consideration that was given to  including  the board ’s decision not to
obtain a fairness opinion in the list of potentially negative factors beginning on page 40.
The Merger Agreement, page 52
6. We note y our disclosure that the “representations and warranties have been made solely
for the benefit of the other parties to the merger agreement and n ot for the  purpose of
providing information to be relied upon by any other person.”   Please revise to remove
any potential implication that the referenced merger a greement, or any descriptions of its
terms, does not constitute disclosure under the federal sec urities laws.
7. We note your disclosure that “[i]nformation concerning the subject matter of the
representations and warranties may  change after the date of the merger agreement, which
subsequent information  or may not be fully reflected in pub lic disclosures by Sysco and
USF. ”  Please be advised that, notwithstanding the inclusion of a general disclaimer, you
are responsible for considering whether additional specific disclosures of material
information regarding material contractual provisions  are required to make the statements
included in the consent solicitation statement/prospectus  not misleading.  Please confirm
that you have updated , or plan to update , your disclosure to include all material
information to the extent required.

Documents Incorporated by Reference, page 117

8. To the extent you wish to incorporate by reference any Exchange Act reports filed during
the period prior to the effectiveness of this registration statement, revise your disclosure
in this section to state that any applicable filings made after the date of the initial
registration statement and prior to effectiveness of this registration statement will be
deemed incorporated by reference.  Please see Compliance and Disclosure  Interpreta tions
– Securities Act Forms Question 123.05, available on our website,  www.sec.gov .  Please
also incorporate by reference the Form 8 -K filed on June 16, 2014.

Signatures

9. Please conform the language in the introductory paragraph to that of Form S -4.

William J. DeLaney
Sysco Corporation
July 3, 2014
Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the  disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission o r the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in  any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact  Daniel Porco, Staff Attorney, at (202) 551 -3477, Lisa Kohl, Senior
Attorney, at (202) 551 -3252 or me at (202) 551 -3720 with any questions.

Sincerely,

 /s/ Lisa M. Kohl for

Mara L. Ransom
Assistant Director

cc: Benjamin M. Roth
 Marni J. Lerner

April 10 , 2014

Via E -mail
William J. Delaney
President and Chief Executive Officer
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077

Re: Sysco Corporation
  Form 10-K for the Fiscal Year Ended June 29, 2013
Filed August 27, 2013
File No. 001 -06544

Dear Mr. Delaney :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Mara L. R ansom

 Mara L. Ransom
Assistant Director

cc: E. Terrell Gilbert, Jr., Esq.

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 [Logo]

Sysco Corporation

 1390 Enclave Parkway

Houston, TX 77077

sysco.com

 April 8, 2014

 Via
EDGAR

 Mara L. Ransom

 Assistant Director

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549-0404

Re:

Sysco Corporation

Form 10-K for the Fiscal Year Ended June 29, 2013

Filed August 27, 2013

File No. 001-6544

 Dear Ms. Ransom:

 This
letter sets forth the responses of Sysco Corporation (the “Company” or “Sysco”) to the comments of the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”)
contained in the letter dated March 25, 2014 with respect to the Company’s Form 10-K, filed August 27, 2013 (“Form 10-K”).

Please understand that the Company is dedicated to its compliance with disclosure requirements and continually strives to enhance the level, clarity and
transparency of its disclosures in its filings. Sysco appreciates your review and your comments and views them as additional tools in achieving these goals. The Company’s responses to your comments are listed below. For your convenience,
comments contained in your March 25, 2014 letter are reprinted in bold italics below. Where Sysco intends to provide additional disclosures, with the Staff’s permission, Sysco intends to include these on a prospective basis. In these
cases, example language is provided to facilitate your review.

 Ms. Mara L. Ransom

U.S. Securities and Exchange Commission

April 8, 2014

  Page
 2

 Form 10-K for the Fiscal Year Ended June 29, 2013

Item 1. Business, page 1

 Type
of Customer, page 2

1.
Please provide further details regarding the “Other” type of customer included in your chart on page 2, including but not limited to the types of customers included in this group. We note that
“Other” customers constituted 16% of your sales in each of 2012 and 2011, but increased to 20% of your sales in 2013.

Company Response

 Sysco’s
“Other” type of customers includes airlines, cruise lines, cafeterias that are not stand alone restaurants, governments and military organizations, bakeries, caterers, churches, civic and fraternal organizations, vending distributors,
other distributors and international exports. None of the type of customers included in “Other,” as a group, exceeded 4% of the total sales in any of the years for which information is presented. With the announcement earlier in fiscal
2014 of our agreement to merge with US Foods, Inc., Sysco is reevaluating its sales by types of customer classification and therefore, in future filings, we may use a different classification; however, we will endeavor to present similar detail to
that shown below with respect to any future classifications.

 Based upon available information, we estimate that sales by type of
customer during the past three fiscal years were as follows:

 Type of Customer

2013

2012

2011

 Restaurants

61
%

63
%

62
%

 Hospitals and nursing homes

9

10

11

 Hotels and motels

5

6

6

 Schools and colleges

5

5

5

 Other (1)

20

16

16

 Totals

100
%

100
%

100
%

(1)
 Other includes airlines, cruise lines, cafeterias that are not stand alone restaurants, governments and military organizations, bakeries, caterers,
churches, civic and

 Ms. Mara L. Ransom

U.S. Securities and Exchange Commission

April 8, 2014

  Page
 3

fraternal organizations, vending distributors, other distributors and international exports. None of these types of customers, as a group, exceeded 4% of total sales in any of the years for which
information is presented.

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 17

 Business Transformation Project, page 19

2.
We note your statement on page 18 that that you “have experienced higher operating expenses this fiscal year as compared to fiscal 2012. [Y]our Business Transformation Project has been a primary contributor
to this increase.” We also note your statement on page 20 that “[d]espite the increase in expense, our cash outlay for our Business Transformation Project, which excludes non-cash software amortization, decreased approximately $48 million
as compared to fiscal 2012.” Please provide the basis for this disclosure, and reconcile the above statements.

 Company
Response

 Sysco’s Business Transformation Project includes an integrated software system commonly referred to as an Enterprise
Resource Planning system. Expenditures associated with this system have been expensed or capitalized as internal-use software, in accordance with accounting principles. Sysco’s disclosure provided in the Business Transformation Update section
was intended to provide the reader with the impact this project had to Sysco’s operating expenses and cash outlay in fiscal 2013 as compared to fiscal 2012. In fiscal 2013, Sysco’s expenses increased compared to fiscal 2012 primarily from
non-cash amortization expense and lower levels of capitalization of costs applied to internal use software. This was principally the result of the Company’s determination that the software was ready for its intended use during the first quarter
of fiscal 2013, and thus Sysco began amortizing the asset. Sysco experienced lower levels of cash outlay as the total cash expended in fiscal 2013, for items recognized as an expense or a capital asset, were lower than fiscal 2012 by $48 million.

 Ms. Mara L. Ransom

U.S. Securities and Exchange Commission

April 8, 2014

  Page
 4

 Sysco intends to include additional disclosure in future filings similar to the following:

 Business Transformation Project Expenditures

2013

2012

Change in Dollars

(In millions)

 Operating expense

$
330.5

$
193.1

$
137.4

 Capital expenditure

20.0

146.2

(126.2
)

 Amortization

(76.8
)

(17.1
)

(59.7
)

 Cash outlay

$
273.7

$
322.2

$
(48.5
)

 Expenses related to the Business Transformation Project were $330.5 million in fiscal 2013 or $0.36 per
share and $193.1 million in fiscal 2012 or $0.21 per share. The increase in costs in 2013 was largely attributable to deployment costs and software amortization, which began in the first quarter of fiscal 2013 and totaled $76.8 million. Despite the
increase in expense, our cash outlay for our Business Transformation Project, which excludes non-cash expenses such as software amortization, decreased approximately $48 million as compared to fiscal 2012 due to lower levels of spend on internal
labor and consultants.

 Contractual Obligations, page 39

3.
Please confirm that your operating lease obligations are included in your tabular disclosure of contractual obligations under the heading “Long-term non-capitalized leases.” If true, revise your
disclosure accordingly in future filings. In this regard, we note your disclosure regarding operating leases in Note 11 of your financial statements. Please see Item 303(a)(5)(i) of Regulation S-K.

 Ms. Mara L. Ransom

U.S. Securities and Exchange Commission

April 8, 2014

  Page
 5

 Company Response

Sysco confirms that “Long-term non-capitalized leases” includes its operating lease obligations. In future filings, this caption in
the Contractual Obligations table and in our disclosure within the lease footnote will be changed to “Operating lease obligations.”

 Sysco
acknowledges that:

•

it is responsible for the adequacy and accuracy of the disclosure in the filing;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

it may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If any member of the Staff has any questions or additional comments, please contact our Securities Counsel, B. Joseph Alley, Jr. of Arnall Golden Gregory LLP
at (404) 873-8688.

Very truly yours,

/s/ Russell Libby

Russell Libby

Executive Vice President - Corporate Affairs and Chief Legal Officer

cc:

Liz Walsh

B. Joseph Alley, Jr., Arnall Golden Gregory LLP

Robert C. Kreidler, Sysco Corporation

March 25, 2014

Via E -mail
William J. Delaney
President and Chief Executive Officer
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077

Re: Sysco Corporation
  Form 10-K for the Fiscal Year Ended June 29, 2013
Filed August 27, 2013
File No. 001 -06544

Dear Mr. Delaney :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comment s.

Form 10 -K for the Fiscal Year Ended June 29, 2013

Item 1. Business, page 1

Type of Customer, page 2

1. Please provide further details regarding the “Other” type of customer included in your
chart on page 2, including but not limited to the types o f customers included in this
group.  We note that “Other” customers constituted 16% of your sales in each of 2012
and 2011, but increased to 20% of your sales in 2013.

William J. Delaney
Sysco Corporation
March 25, 2014
Page 2

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations , page 17

Business Transformation Project, page 19

2. We note your statement on page 18 that that you “have experienced higher operating
expenses this fiscal year as compared to fiscal 2012.  [Y]our Business Transformation
Project has been a pr imary contributor to this increase.”  We also note your statement on
page 20 that “[d]espite the increase in expense, our cash outlay for our Business
Transformation Project, which excludes non -cash software amortization, decreased
approximately $48 millio n as compared to fiscal 2012.”  Please provide the basis for this
disclosure, and reconcile the above statements.

Contractual Obligations, page 39

3. Please confirm that your operating lease obligations are included in your tabular
disclos ure of contractual obligations  under the heading “ Long -term non -capitalized
leases .”  If true, revise your disclosure accordingly in future filings.  In this regard, we
note your disclosure regarding operating leases in Note 11 of your financial statements.
Please see Item 303(a)(5)(i) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the comp any and its management  are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the c ompany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect  to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

William J. Delaney
Sysco Corporation
March 25, 2014
Page 3

 Please contact Liz Walsh, Staff Attorney,  at (202) 551-3696  or me at (202) 551 -3720
with other questions.

Sincerely,

 /s/ Mara L. R ansom

 Mara L. Ransom
Assistant Director

cc: E. Terrell Gilbert, Jr., Esq.

October 5, 2011
 Via Email

Emily Broussard Sperandio Senior Director, Corporat e Counsel - Securities a nd Corporate Governance
Sysco Corporation 1390 Enclave Parkway Houston, Texas  77077
Re: Sysco Corporation
 Definitive Proxy Statement on Schedule 14A
Filed October 4, 2011 File No. 001-06544

Dear Ms. Sperandio:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Christopher F. Chase  for

Mara L. Ransom Assistant Director

CORRESP
1
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corresp

October 4, 2011

VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re: Sysco Corporation 2011 Definitive Proxy Statement on Schedule 14A

Dear Sir or Madam:

Filed concurrently herewith via EDGAR are the Sysco Corporation (“Sysco”) Definitive Proxy
Statement on Schedule 14A and proxy card relating to its Annual Meeting of Stockholders to be held
on November 16, 2011 (the “Annual Meeting”).

Sysco expects to release its definitive proxy materials to stockholders on or about October 5,
2011.

Please direct any questions or comments regarding the foregoing to me at 281-584-1460.

Sincerely,

/s/ Emily B. Sperandio

Emily B. Sperandio

Corporate Counsel, Securities and

Corporate Governance

CORRESP
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corresp

September 16, 2011

VIA EDGAR

Mara L. Ransom

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549-9303

    Re:

    Sysco Corporation

    Preliminary Proxy Statement on Schedule 14A

    Filed September 9, 2011

    File No. 001-06544

Dear Ms. Ransom:

     This letter sets forth the response of Sysco Corporation (the “Company”) to the comment of the
staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in a letter dated September 15, 2011, with respect to the above
referenced Preliminary Proxy Statement on Schedule 14A. For the convenience of the Staff, the
Staff’s comment is restated in italics prior to our response.

     Recommendation Regarding the Frequency with which Sysco Will Conduct Stockholder Advisory
Votes on Executive Compensation Item No. 3 on the Proxy Card, page 74

    1.

    We note your disclosure on page 74 regarding the advisory vote on the frequency
of the advisory vote on the compensation of your named executive officers. As drafted,
your disclosure in the third paragraph of this section and your resolution suggest that
shareholders must either vote for or against the advisory vote being held every year.
Please revise your disclosure and resolution to clarify that shareholders may vote that
the advisory vote on compensation should occur every one, two or three years, or may
abstain from voting. Please note that we do not object to the Board making a

September 16, 2011

Page 2

    recommendation, so long as all voting options available to the shareholders are clearly
stated. Refer to Section II.B.3 of the Securities Act Release No. 33-9178 (adopted
January 25, 2011).

     The Company respectfully acknowledges the Staff’s comment and will replace the disclosure
currently included in our Preliminary Proxy Statement under the heading “Recommendation Regarding
the Frequency with which Sysco will Conduct Stockholder Advisory Votes on Executive Compensation —
Item No. 3 on the Proxy Card” with the disclosure included in Attachment A, which has been
red-lined to show changes, in our Definitive Proxy Statement.

     On behalf of the Company, I acknowledge that (a) the Company is responsible for the adequacy
and accuracy of the disclosure in the filing, (b) Staff comments or changes to disclosure in
response to Staff comments do not foreclose the Commission from taking any action with respect to
the filing, and (c) the Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

     If you have any questions or comments regarding this letter, please contact me at (281)
584-1460 or B. Joseph Alley, Jr. of Arnall Golden Gregory LLP at (404) 873-8688.

    Sincerely,

Sysco Corporation

    By:

    Name:
    Emily B. Sperandio

    Title:
    Senior Director, Corporate Counsel —

Securities and Corporate Governance

cc: Christopher F. Chase

September 16, 2011

Page 3

Attachment A

RECOMMENDATION REGARDING THE FREQUENCY WITH WHICH SYSCO WILL CONDUCT

STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION

ITEM NO. 3 ON THE PROXY CARD

     Pursuant to recent legislation and related SEC rules regarding the “Say on Pay” vote described
under Proxy Item #2, many public companies, including Sysco, are required to provide stockholders
this year with a non-binding vote regarding the frequency with which we will conduct future
stockholder advisory votes on executive compensation. Stockholders have a choice of recommending
that these Say on Pay votes be conducted once every one, two or three years, or to abstain .
We believe that a Say on Pay vote will be most effective as a communication tool for our
stockholders if it is conducted on an annual basis and, thus, recommend that you vote for Sysco to
conduct an annual stockholder advisory vote on executive compensation at our annual meetings.

     We believe that a Say on Pay vote provides a meaningful way for stockholders to communicate
with a company regarding their approval or disapproval of executive pay practices. However, the
vote is only effective if it is part of an ongoing regular dialogue between a company and its
stockholders. Because the nature of this type of stockholder feedback requires that votes cast will
only be “For” or “Against” our executive compensation in a general sense, our Board of Directors
and management will need to draw inferences from the vote as to what our stockholders most approve
and/or disapprove of with respect to our pay practices. Were the vote to occur only once every two
or three years, it may prove difficult to make use of the voting results to draw meaningful
conclusions. A high percentage of “Against” votes could rightly be interpreted to have been cast
with respect to various actions in different years. In the alternative, if the Say on Pay vote is
conducted annually, it may become a more powerful tool, as we will be able to trace not only
whether the vote gains 50% approval, but also fluctuations in our “For” and “Against” votes from
year to year.

     While we hope that the advisory Say on Pay vote will become a useful communication tool for
our stockholders, we believe that the vote will only be effective to the extent it fosters
continued and specific dialogue between our company and our stockholders. You may choose to
vote for the option of 1 year, 2 years or 3 years as the frequency for advisory votes on executive
compensation, or you may abstain. We recommend that you vote for the option of 1 year as
the frequency for advisory votes on executive compensation following advisory resolution on the
frequency of the executive compensation vote and invite you into continued discussion with us
regarding executive compensation generally.

     “Resolved, that Sysco’s stockholders recommend an annual stockholder vote on the compensation
paid to Sysco’s named executive officers, as disclosed in the annual proxy statement pursuant to
Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables
and narrative discussion.”

Required Vote

     The outcome of this advisory vote will be determined by a plurality of votes cast by the
holders of shares entitled to vote in the election. Accordingly, abstentions and broker non-votes
will not be relevant to the outcome. Stockholders may choose an annual, biennial or triennial
frequency, i.e., every year, every two years or every three years, or they may abstain. The
frequency option that receives the most votes will be deemed the option chosen by the advisory
vote.

The Board of Directors recommends a vote for ANNUAL stockholder advisory votes on executive compensation

September 15, 2011
 Via Email

Emily Broussard Sperandio Senior Director, Corporat e Counsel - Securities and Corporate Governance
Sysco Corporation 1390 Enclave Parkway Houston, Texas  77077
Re: Sysco Corporation
 Preliminary Proxy Statement on Schedule 14A
Filed September 9, 2011 File No. 001-06544

Dear Ms. Sperandio:
 We have limited our review of your filing to the issue we have addressed in our
comment.  Please respond to th is letter within ten busine ss days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.

Recommendation Regarding the Frequency w ith which Sysco Will Conduct Stockholder
Advisory Votes on Executive Compensation Item No. 3 on the Proxy Card, page 74
1. We note your disclosure on page 74 regarding the advisory vote on the frequency of the
advisory vote on the compensation of your na med executive officers.  As drafted, your
disclosure in the th ird paragraph of this section and your resolution suggest that
shareholders must either vote for or agains t the advisory vote being held every year.
Please revise your disclosure and resolution to clarify that shareholders may vote that the
advisory vote on compensation should occu r every one, two or three years, or may
abstain from voting.  Please note that we do not object to the Board making a
recommendation, so long as all voting options available to the shareholders are clearly
stated.  Refer to Section II.B.3 of Securi ties Act Release No. 33-9178 (adopted January
25, 2011).

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are

Emily Broussard Sperandio Sysco Corporation September 15, 2011 Page 2

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comment, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Chris Chase, Staff Attorne y, at (202) 551-3485 or me at (202) 551-3720
with any questions.
Sincerely,
   /s/ Christopher F. Chase  for
Mara L. Ransom Assistant Director

December 7, 2010
 William J. Delaney Chief Executive Officer Sysco Corporation 1390 Enclave Parkway Houston, Texas  77077-2099

Re: Sysco Corporation
Form 10-K for the Fiscal Year Ended July 3, 2010 Filed August 31, 2010 Definitive Proxy Statement on Schedule 14A Filed September 29, 2010 Form 10-Q for the Fiscal Period Ended October 2, 2010 Filed November 9, 2010 File No. 001-06544

Dear Mr. Delaney:
 We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

H. Christopher Owings
Assistant Director
 cc: B. Joseph Alley, Jr.  Via Facsimile

CORRESP
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Direct phone: 404.873.8688

Direct fax: 404.873.8689

E-mail: joe.alley@agg.com

www.agg.com

November 30, 2010

Via EDGAR

Mr. H. Christopher Owings

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-0404

Re:           Sysco Corporation

Form 10-K for the Fiscal Year Ended July 3, 2010

Filed August 31, 2010

Definitive Proxy Statement on Schedule 14A

Filed September 29, 2010

Form 10-Q for the Quarterly Period Ended October 2, 2010

Filed November 9, 2010

File No. 001-06544

Dear Mr. Owings:

This firm acts as outside securities counsel to Sysco Corporation (the “Company” or “Sysco”).  This letter sets forth the responses of Sysco to the comments of the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) contained in the letter dated November 29, 2010 with respect to the Company’s Form 10-K, filed August 31, 2010, Form 10-Q, filed November 9, 2010, and Definitive Proxy Statement, filed September 29, 2010.

Please understand that the Company is dedicated to its compliance with disclosure requirements and continually strives to enhance the level, clarity and transparency of its disclosures in its filings.  Sysco appreciates your review and your comments and views them as additional tools in achieving these goals.  The Company’s responses to your comments are listed below.  For your convenience, comments contained in your November 29, 2010 letter are reprinted in bold italics below.

Mr. H. Christopher Owings

U.S. Securities and Exchange Commission

November 30, 2010

Page 2

General

1.

We note the acknowledgements made by your counsel on your behalf at the conclusion of counsel’s letter to us dated November 18, 2010.  Notwithstanding these acknowledgements, we still require a letter from you, on company letterhead and executed by a duly authorized officer, acknowledging that:

·

the company is responsible for the adequacy and accuracy of the disclosure in the filings;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·

the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Company Response

Enclosed herewith is a letter on Company letterhead, signed by the Chief Executive Officer, with the above acknowledgements.

Form 10-Q for the Fiscal Period Ended October 2, 2010

2.

In future filings, please delete the language in the second and third sentences in which you state that other unknown or immaterial risks may also impair your business operations.  All material risks should be described in your disclosure.  If risks are not deemed material, you should not reference them.

Company Response

In future filings the Company will delete the language referenced in the Staff’s comment.

Mr. H. Christopher Owings

U.S. Securities and Exchange Commission

November 30, 2010

Page 3

If any member of the Staff has any questions or additional comments, please contact me at (404) 873-8688.

Very truly yours,

ARNALL GOLDEN GREGORY LLP

/s/ B. Joseph Alley, Jr.

B. Joseph Alley, Jr.

cc:       Lilyanna L. Peyser

William J. DeLaney, Sysco Corporation

Michael C. Nichols, Sysco Corporation

Russell T. Libby, Sysco Corporation

Sysco Corporation

1390 Enclave Parkway

Houston, TX  77077

sysco.com

November 30, 2010

VIA EDGAR AND FACSIMILE

M. H. Christopher Owings

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-0404

Re:           Sysco Corporation

Form 10-K for the Fiscal Year Ended July 3, 2010

Filed August 31, 2010

Definitive Proxy Statement on Schedule 14A

Filed September 29, 2010

Form 10-Q for the Fiscal Period Ended October 2, 2010

Filed November 9, 2010

File No. 001-06544

Dear Mr. Owings:

Per your request, Sysco Corporation (the “Company”) acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Yours very truly,

/s/ William J. DeLaney

President and Chief Executive Officer

November 29, 2010
 William J. Delaney Chief Executive Officer Sysco Corporation 1390 Enclave Parkway Houston, Texas  77077-2099

Re: Sysco Corporation
Form 10-K for the Fiscal Year Ended July 3, 2010 Filed August 31, 2010 Definitive Proxy Statement on Schedule 14A Filed September 29, 2010 Form 10-Q for the Fiscal Period Ended October 2, 2010 Filed November 9, 2010 File No. 001-06544

Dear Mr. Delaney:
 We have reviewed your response to our comment letter and have the following
comments.  You should comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us in sufficient detail for an
understanding of the disclosure  how you intend to comply by providing us with your proposed
revisions.  In some of our comments, we may as k you to provide us with information so we may
better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

General

1. We note the acknowledgements made by your co unsel on your behalf at  the conclusion of
counsel’s letter to us dated N ovember 18, 2009.  Notwithstanding these
acknowledgements, we still require a le tter from you, on company letterhead and
executed by a duly authorized officer, acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

William J. Delaney Sysco Corporation November 29, 2010 Page 2

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
 Form 10-Q for the Fiscal Period Ended October 2, 2010

2. In future filings, please delete the language  in the second and third sentences in which
you state that other unknown or immaterial  risks may also impair your business
operations.  All material risks should be described in your di sclosure.  If risks are not
deemed material, you should not reference them.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Please contact Lilyanna L. Peyser, Attorney  Advisor, at (202) 551-3222 or me at (202)
551-3720 with any questions.

Sincerely,

H. Christopher Owings Assistant Director
 cc: B. Joseph Alley, Jr.  Via Facsimile

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Direct phone: 404.873.8688

Direct fax: 404.873.8689

E-mail: joe.alley@agg.com

www.agg.com

November 18, 2010

Via EDGAR

M. H. Christopher Owings

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-0404

Re:           Sysco Corporation

Form 10-K for the Fiscal Year Ended July 3, 2010

Filed August 31, 2010

Definitive Proxy Statement on Schedule 14A

Filed September 29, 2010

File No. 001-6544

Dear Mr. Owings:

This firm acts as outside securities counsel to Sysco Corporation (the “Company” or “Sysco”).  This letter sets forth the responses of Sysco to the comments of the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) contained in the letter dated November 8, 2010 with respect to the Company’s Form 10-K, filed August 31, 2010 (“Form 10-K”), and Definitive Proxy Statement, filed September 29, 2010.

Please understand that the Company is dedicated to its compliance with disclosure requirements and continually strives to enhance the level, clarity and transparency of its disclosures in its filings.  Sysco appreciates your review and your comments and views them as additional tools in achieving these goals.  The Company’s responses to your comments are listed below.  For your convenience, comments contained in your November 8, 2010 letter are reprinted in bold italics below.  Where Sysco intends to provide additional disclosures, with the Staff’s permission, Sysco intends to include these on a prospective basis.  In these cases, example language is provided to facilitate your review.

Mr. H. Christopher Owings

U.S. Securities and Exchange Commission

November 18, 2010

Page  2

Form 10-K for the Fiscal Year Ended July 3, 2010

Item 1. Business, page 1

1.

We note your statement that your companies distribute “products packaged under [y]our private brands.”  Please discuss the importance and duration of all material patents, trademarks and licenses that you hold.  Refer to Item 101(c)(1)(iv) of Regulation S-K.

Company Response

Sysco does not hold any significant patents or licenses.  We hold numerous trademarks including those used on our privately-branded products.  Approximately half of our privately-branded sales are from products labeled with our SYSCO(R) trademark.  The other half of our privately-branded products are labeled with other trademarks in addition to the SYSCO(R) trademark.  Our disclosure included within Item 1. Business, in our Fiscal 2010 Form 10-K indicated that the loss of the SYSCO(R) trademark would have a material adverse effect on our results of operations.  A portion of this material adverse effect would be from the impact on a large share of our privately-branded products labeled only with the SYSCO(R) trademark.  We do not believe the loss of any of our other trademarks relating to our privately-branded products that do not include the SYSCO(R) trademark would have a material adverse effect on our results of operations.  While we continue to believe that our current disclosure is accurate, we believe expanded disclosure could be helpful and therefore, we intend to include additional disclosure in future filings similar to the following:

“We have numerous trademarks that are of significant importance, including the SYSCO(R) trademark and our privately-branded product trademarks that include the SYSCO(R) trademark.  These trademarks and the private brands on which they are used are widely recognized within the foodservice industry.  Approximately half of our privately-branded sales are from products labeled with our SYSCO(R) trademark without any other trademark.  We believe the loss of the SYSCO(R) trademark would have a material adverse effect on our results of operations.  Our U.S. trademarks are effective for a ten year period and the company generally renews its trademarks before their expiration date unless the trademark is no longer in use. The company does not have any material patents or licenses.”

Mr. H. Christopher Owings

U.S. Securities and Exchange Commission

November 18, 2010

Page 3

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 15

2.

Item 303(a)(1) and (2) of Regulation S-K states that you should discuss known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to impact your liquidity in any material way as well as any material changes in the mix or relative cost of your capital resources.  We note your discussion on page 15 of the impact of recent trends and conditions in the retail environment during fiscal 2010. Please expand your discussion to address the potential future impact of these trends and conditions on your liquidity and capital resources, giving particular consideration to the fact that your primary liquidity is cash flow from operations.

Company Response

In addition to the discussion cited at page 15, the Form 10-K includes a discussion of these trends and conditions and their impact on our business in Risk Factors at page 5 and Management’s Discussion and Analysis at pages 18 and 24.  The Company will provide additional discussion of the impact of the trends on the Company’s liquidity in its second quarter Quarterly Report on Form 10-Q similar to the following:

“Our liquidity and capital resources can be influenced by economic trends and conditions primarily due to their impact on our cash flows from operations.  Weak economic conditions and lower consumer confidence and the resulting pressure on consumer disposable income can lower our sales growth and potentially our cash flows from operations.  While these factors have been present in fiscal 2010 and may persist into fiscal 2011, they did not materially adversely impact our fiscal 2010 cash flows from operations due in large part to effective working capital management and cost controls. In addition, we do not believe there will be a significant impact on our cash flows from operations in fiscal 2011, as we can respond to reduced demand by lowering our working capital.  Further, approximately one-third of our customers are not impacted by general economic conditions to the same extent as restaurants and other food retailers.  These customers include hospitals, nursing homes, schools and colleges.  To the extent that cash flows from operations are not sufficient to fund our liquidity needs, we believe we have sufficient access to capital resources such as our commercial paper program, revolving credit facility and access to privately and publicly issued debt securities.”

Mr. H. Christopher Owings

U.S. Securities and Exchange Commission

November 18, 2010

Page  4

Item 9A. Controls and Procedures, page 14

3.

We note your statement that “any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives” and that your chief executive and chief financial officers concluded that your controls and procedures “were effective at the reasonable assurance level.” Please supplementally confirm, if true, that your disclosure controls and procedures also were designed to provide reasonable assurance of achieving their objectives.  In addition, please revise future disclosure accordingly.  In the alternative, remove references to the level of assurance of you controls and procedures.  Please refer to Section II.F.4 of Management’s Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-8238, available on our website at www.sec.gov.

Company Response

The Company confirms supplementally to the staff that our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives.  The Company will revise future filings to include this point in its disclosure, as set forth below:

“Sysco’s management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of July 3, 2010. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Sysco’s disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives. Based on the evaluation of our disclosure controls and procedures as of July 3, 2010, 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.

Mr. H. Christopher Owings

U.S. Securities and Exchange Commission

November 18, 2010

Page  5

Definitive Proxy Statement on schedule 14A

Executive Compensation, Page 45

Summary Compensation Table, Page 45

4.

Please revise your disclosure in the footnotes to the “Stock Awards” and “Option Awards” columns to clarify, if true, that the amounts reflected in these columns reflect the aggregate grant date fair value of the awards computed in accordance with ASC 718.

Company Response

The Company will revise future disclosures to indicate that the amounts in the referenced columns do reflect the aggregate grant date fair value in accordance with ASC 718.  The Company confirms supplementally that this statement is true with respect to the amounts contained in the “Stock Awards” and “Option Awards” columns of the Proxy Statement filed with the Commission on September 29, 2010.

Sysco acknowledges that:

·

it is responsible for the adequacy and accuracy of the disclosure in the filing;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

it may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Mr. H. Christopher Owings

U.S. Securities and Exchange Commission

November 18, 2010

Page  6

If any member of the Staff has any questions or additional comments, please contact me at (404) 873-8688.

Very truly yours,

ARNALL GOLDEN GREGORY LLP

/s/ B. Joseph Alley, Jr.

B. Joseph Alley, Jr.

cc:        Lilyanna L. Peyser

William J. DeLaney, Sysco Corporation

Michael C. Nichols, Sysco Corporation

November 8, 2010
 William J. Delaney Chief Executive Officer Sysco Corporation 1390 Enclave Parkway Houston, Texas  77077-2099

Re: Sysco Corporation
Form 10-K for the Fiscal Year Ended July 3, 2010 Filed August 31, 2010 Definitive Proxy Statement on Schedule 14A Filed September 29, 2010 File No. 001-06544

Dear Mr. Delaney:
 We have reviewed your filings and have the following comments.  You should comply
with the comments in all future filings, as appl icable.  Please confirm in writing that you will do
so and also explain to us in sufficient detail for an understa nding of the disclosure how you
intend to comply by providing us with your proposed  revisions.  In some of our comments, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10-K for Fiscal Year Ended July 3, 2010

 Item 1. Business, page 1

1. We note your statement that your companies distribute “products packaged under [y]our
private brands.”  Please discuss the importa nce and duration of all material patents,
trademarks and licenses that you hold.  Refe r to Item 101(c)(1)(iv) of Regulation S-K.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 15

2. Item 303(a)(1) and (2) of Regulation S-K stat es that you should disc uss known trends or
any known demands, commitments, events or uncerta inties that will re sult in or that are

William J. Delaney Sysco Corporation November 8, 2010 Page 2

reasonably likely to impact your  liquidity in any material way as well as any material
changes in the mix or relative cost of your  capital resources.  We note your discussion on
page 15 of the impact of recent trends and conditions in the retail environment during
fiscal 2010.  Please expand your disclosure to ad dress the potential futu re impact of these
trends and conditions on your liquidity and capital resources, giving particular
consideration to the fact that your primar y source of liquidity is cash flows from
operations.
 Item 9A. Controls and Procedures, page 82

3. We note your statement that “any controls  and procedures, no matter how well designed
and operated, can provide only reasonable assu rance of achieving their objectives” and
that your chief executive and chief financial officers concluded that your controls and
procedures “were effective at the reasonabl e assurance level.”  Please supplementally
confirm, if true, that your disclosure c ontrols and procedures  also were designed to
provide reasonable assurance of achieving thei r objectives.  In a ddition, please revise
future disclosure accordingly.  In the alternative, remove th e references to the level of
assurance of your disclosure controls and pr ocedures. Please refer to Section II.F.4 of
Management’s Reports on Internal Control Ov er Financial Reporting and Certification of
Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-8238, available on
our website at www.sec.gov .
 Definitive Proxy Statement on Schedule 14A

 Executive Compensation, page 45

 Summary Compensation Table, page 45

4. Please revise your disclosure in the foot notes to the “Stock Awards” and “Option
Awards” columns to clarify, if true, that the amounts reflected in these columns reflect the aggregate grant date fair value of the awards computed in accordance with ASC 718.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose

William J. Delaney Sysco Corporation November 8, 2010 Page 3

the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Lilyanna L. Peyser, Attorney  Advisor, at (202) 551-3222 or me at (202)
551-3720 with any questions.

Sincerely,

H. Christopher Owings Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

      Mail Stop 3561
June 17, 2008
  Mr. William J. DeLaney Executive Vice President and Chief Financial Officer Sysco Corporation 1390 Enclave Parkway Houston, Texas 77077-2099

Re: Sysco Corporation
Form 10-K for the Fiscal Year Ended June 30, 2007 Filed August 28, 2007 File No. 1-6544

Dear Mr. Delaney:   We have completed our review of your Form 10-K and related filings and have no further comments at this time.           S i n c e r e l y ,
         Jennifer Thompson          B r a n c h  C h i e f

CORRESP
1
filename1.htm

    syscocorr52908.htm

                Direct
      phone: 404.873.8688

                Direct
      fax: 404.873.8689

                E-mail:
      joe.alley@agg.com

                www.agg.com

    May 29,
2008

    Via
EDGAR

    Ms.
Jennifer Thompson

    Branch
Chief

    Division
of Corporation Finance

    U.S.
Securities and Exchange Commission

    Washington,
D.C. 20549-0404

    Re:           SYSCO
Corporation

    Form 10-K
for the Fiscal Year Ended June 30, 2007

    Filed
August 28, 2007

    File No.
1-6544

    Dear Ms.
Thompson:

    This firm
acts as outside securities counsel to SYSCO Corporation (the “Company” or
“SYSCO”).  This letter sets forth the responses of SYSCO to the
comments of the Staff of the Division of Corporation Finance of the U.S.
Securities and Exchange Commission contained in the letter dated May 1, 2008
with respect to the Company’s Form 10-K, filed August 28, 2007.

    Please
understand that the Company is dedicated to its compliance with disclosure
requirements and continually strives to enhance the level, clarity and
transparency of its disclosures in its filings.  SYSCO appreciates
your review and your comments and views them as additional tools in achieving
these goals.  The Company’s responses to your comments are listed
below.  For your convenience, comments contained in your May 1, 2008
letter are reprinted in bold italics below.  Where SYSCO intends to
provide additional disclosures, with the Staff’s permission, SYSCO intends to
include these on a prospective basis.  In these cases, example
language is provided to facilitate your review.

          Ms.
Jennifer Thompson

          U.S.
Securities and Exchange Commission

          May 29,
2008

          Page
2

    Form 10-K for the Fiscal
Year Ended June 30, 2007

    Item 7. Management’s
Discussion and Analysis, page 12

              1.

              We
      note that the restaurant and foodservice industry appears to be facing a
      challenging business environment. Specifically, we note that the slowing
      economy may be flattening or reducing same-store sales at restaurants,
      leading them to buy smaller quantities from you; we note that both food
      costs and fuel costs appear to be increasing, and such increases may not
      be fully passed on to your customers; and we note that your receivables,
      inventories and debt all appear increased from your last year-end. To help
      us and your investors better understand how recent changes in the economy
      affect your company, please respond to the following
    comments:

    Company
Response

    The
Company believes that the restaurant and foodservices industry began facing a
challenging business environment primarily during the company’s fiscal year 2008
and have made disclosures related to this in its fiscal 2008 interim filings.
SYSCO also intends to include additional disclosures in its fiscal 2008 Form
10-K as noted below.

              ·

              Given
      that goodwill comprises a significant amount of your total assets, please
      expand your critical accounting policy for goodwill to focus on the
      assumptions and uncertainties that underlie your goodwill impairment
      testing, including better explaining how you arrive at your estimates of
      fair value, how accurate such estimates have been in the past, how much
      the estimates have changed in the past, and whether such estimates are
      reasonably likely to change in the future. You should also quantify the
      sensitivity of your estimates to change, based on other outcomes that are
      reasonably likely to occur and would have a material effect on your
      financial statements. In this regard, given that you test goodwill for
      impairment at the level of your six operating segments, if any of these
      segments are disproportionately affected by the current environment such
      that they are more likely to become impaired in the future, you should
      disclose this as part of providing your readers with a view of the company
      through the eyes of management. Refer to Section V of our Release No.
      33-8350.

          Ms.
Jennifer Thompson

          U.S.
Securities and Exchange Commission

          May 29,
2008

          Page
3

    Company
Response

    SYSCO
intends to include additional disclosures in our critical accounting policy for
goodwill in the Company’s fiscal 2008 Form 10-K similar to the
following:

    “We
arrive at our estimates of fair value using a combination of discounted cash
flow and earnings multiple models. The results from each of these models are
then weighted and combined into a single estimate of fair value for each of our
six operating segments. The primary assumptions used in these various models
include estimated average sales and earnings multiples of comparable
acquisitions in the industry, average sales and earnings multiples on
acquisitions completed by SYSCO in the past, future cash flow
estimates of the reporting units and weighted average cost of capital, along
with working capital and capital expenditure requirements.   Our
past estimates of fair value for fiscal 2007, 2006 and 2005 have not been
materially different when revised to include subsequent years’ actual
results.  SYSCO has not made any material changes in its impairment
assessment methodology during the past three fiscal years.  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 reporting units.  In fiscal
2007, the reporting units’ fair values would have had to have been lower by 40
percent compared to the fair value estimated in our impairment analysis before
additional analysis would have been indicated to determine if an impairment
existed for any of our reporting units.  The Other (specialty produce,
custom-cut meat, lodging industry products and international distribution
operations) operating segments have a greater proportion of goodwill recorded to
estimated fair value as compared to the Broadline or SYGMA reporting
units.  This is primarily due to these businesses having been recently
acquired and as a result there has been less history of organic growth than the
Broadline and SYGMA segments.  In addition, these businesses also have
lower levels of cash flow than the Broadline segment.  As such, these
Other operating segments have a greater risk of future impairment if their
operations were to suffer a significant downturn.”

              ·

              Given
      that inventory comprises approximately a significant amount of your total
      assets, please tell us how you considered providing a critical accounting
      policy on inventory impairment or otherwise addressing inventory
      impairment in your MD&A narrative. In this regard, we assume from your
      disclosures that you have not incurred any inventory impairments in the
      periods presented in your financial statements. Please confirm our
      assumptions or explain this matter to us in more detail. Additionally,
      please consider whether your investors would benefit from additional
      insight as to the likelihood of inventory impairments resulting from
      reasonably likely changes in the future, including quantifying how much of
      your inventory is perishable, the amount of time that you can store such
      inventory before it spoils, and discussing any known or reasonably likely
      trends that may impact your inventory’s composition and
      valuation.

            Ms.
Jennifer Thompson

            U.S.
Securities and Exchange Commission

            May 29,
2008

            Page 4

    Company
Response

    The
Company’s analysis for providing a critical accounting policy or further
discussion in Management’s Discussion and Analysis related to inventory
impairment included a review of its impairment trends and the materiality of
past impairment losses to the financial statements.  SYSCO’s
historical level of inventory impairments has not been material.  In
fiscal years 2007, 2006 and 2005, the amount of each period’s expense was
approximately 0.1% as a percentage of cost of sales.  The Company has
been incurring inventory impairments at similar levels thus far in fiscal
2008.  SYSCO’s purchasing practices are based upon anticipated demand
to ensure adequate supply of product while also minimizing excess
inventory.  While approximately 45 percent of the Company’s inventory
is perishable within one month, the Company’s inventory turnover is less than
the time frame the inventory could perish.  The following is a summary
of SYSCO’s inventory composition as of June 30, 2007 and the range of inventory
turnover in days within these product categories:

              Perishable
      After:

              Percentage
      of Inventory

              Range
      of Inventory Turnover (in days)

              2
      weeks (generally produce)

              2%

              4
      to 5 days

              1
      month (dairy and fresh meats)

              43%

              12
      to 24 days

              1
      year (canned and dry, frozen and non-food items)

              55%

              16
      to 35 days

    The
Company does not foresee any likely change in trends relating to inventory
composition and valuation that would result in changes in excess of the amounts
recorded in its inventory impairment reserve.  Based on the
immateriality of inventory impairments historically and management’s belief that
trends will be unchanged, SYSCO does not believe that inclusion of inventory
impairment accounting policies and trends within critical accounting policies
and Management Discussion and Analysis is warranted.

            Ms.
Jennifer Thompson

            U.S.
Securities and Exchange Commission

            May 29,
2008

            Page
5

              ·

              We
      note that both your food costs and fuel costs appear to be increasing. To
      provide your readers with additional context within which they can analyze
      your results, please consider clarifying the extent to which such cost
      increases have been offset by your use of forward purchase contracts for
      commodities and fuel, the extent to which such cost increases have been
      passed on to your customers, and the extent to which you have absorbed
      such cost increases resulting in lower margins. If applicable, please also
      discuss any known or reasonably likely trends in the impact of these cost
      increases on your margins, such as the extent to which you believe you
      could pass on any additional cost increases to your customers. To the
      extent that the impact of increases in these costs have been offset by
      reductions in other types of costs, please identify and quantify the areas
      of cost savings and provide your readers with insight into the underlying
      factors that drove any such cost
savings.

    Company
Response

    Beginning
in the fourth quarter of fiscal 2007, the Company began experiencing product
cost increases in numerous product categories.  These increases have
persisted throughout fiscal 2008 at levels approximating six
percent.

    The
Company has included discussion regarding the impact of product cost inflation
and fuel costs on its operations in the Management’s Discussion and Analysis
included in its fiscal 2008 interim reports.  For example, here are
sample excerpts from SYSCO’s third quarter Form 10-Q:

    “Fiscal
2008 continues to be a challenging economic environment.  For the past
several months, our industry has experienced various macro-economic pressures,
including high fuel costs and rising food prices, that continue to restrict
growth.  High food cost inflation prevailed for the fourth consecutive
quarter. In spite of these conditions, we continue to manage margins and
expenses effectively.  Gross profit dollars increased 6.8% while
operating expenses grew only 5.7% for the period.”

    The
Company intends to continue to discuss the impact of inflation and fuel costs in
the fiscal 2008 Form 10-K and expand the disclosure, substantially as set forth
below.  In the following example disclosure, SYSCO has included
discussion of our first 39 week period ended March 29, 2008 as compared to the
first 39 week period ended March 31, 2007.  The 39-week discussion is
included to facilitate your review and to demonstrate the impact to the current
year.  In the fiscal 2008 10-K, the 39- week discussion will be
replaced with a fiscal year discussion.

            Ms.
Jennifer Thompson

            U.S.
Securities and Exchange Commission

            May 29,
2008

            Page
6

    “Beginning
in the fourth quarter of fiscal 2007, SYSCO began experiencing product cost
increases in numerous product categories.  These increases have
persisted throughout fiscal 2008 at levels approximating six
percent.  Generally, SYSCO attempts to pass increased costs to its
customers; however, because of contractual and competitive reasons, we are not
able to pass along all of the product cost increases
immediately.  SYSCO does not routinely enter into material forward
commodity contracts. SYSCO’s goal is to obtain the lowest total procurement cost
for our customers.  We believe our purchasing power is enhanced based
on the volume of products procured by SYSCO, as compared to our competitors, as
we are the industry leader in foodservice
distribution.    SYSCO partners with our customers through
the use of business reviews to help customers grow their business despite rising
costs.  SYSCO has managed our business in the inflationary environment
well, resulting in gross margin dollars increasing in fiscal 2008 at rates
greater than expense increases.  We believe that prolonged periods of
high inflation may have a negative impact on our customers as rising food costs
and fuel costs can reduce consumer spending in the food-prepared-away-from home
market.  As a result, these factors may negatively impact our sales,
gross margins and earnings.

    SYSCO’s
fuel costs have increased by approximately $17,796,000 in the first 39 weeks of
fiscal 2008 over the first 39 weeks of fiscal 2007 and $21,225,000 in fiscal
2007 over fiscal 2006 due to increased diesel prices and increased miles driven
by sales growth.  SYSCO’s costs per gallon have increased 13.3% in the
first 39 weeks of fiscal 2008 as compared to the first 39 weeks of fiscal 2007
and 7.1% in fiscal 2007 over fiscal 2006.  During the first 39 weeks
of fiscal 2008, fiscal 2007 and fiscal 2006, fuel costs represented
approximately 0.6%, 0.6% and 0.5% of sales, respectively.  SYSCO’s
activities to manage increased fuel costs include reducing miles, entering into
forward fuel purchase commitments and utilizing fuel surcharges.

            Ms.
Jennifer Thompson

            U.S.
Securities and Exchange Commission

            May 29,
2008

            Page
7

    In order
to partially manage the volatility and uncertainty of fuel costs, from time to
time, we enter into forward purchase commitments for a portion of our projected
monthly diesel fuel requirements.   In fiscal 2008, the forward
purchase commitments resulted in approximately $10,800,000 of avoided fuel costs
as the fixed price contracts were lower than market prices for the contracted
volumes.  In fiscal 2007, the forward purchase commitments resulted in
prices that were comparable to market prices.  In fiscal 2006, the
forward purchase commitments resulted in approximately $9,100,000 of avoided
fuel costs as the fixed price contracts were lower than market prices for the
contracted volumes.  We will continue to evaluate our use of forward
purchase contracts in fiscal 2009.

    In the
first 39 weeks of fiscal 2008, due to sustained, increased diesel prices,
SYSCO

CORRESP
1
filename1.htm

    syscocorr50608.htm

    ARNALL
GOLDEN GREGORY LLP

    171 17th Street, NW

    Suite 2100

    Atlanta, GA  30363-1031

      Direct
phone: 404.873.8688

      Direct
fax: 404.873.8689

      E-mail:
joe.alley@agg.com

      www.agg.com

    May 6,
2008

    VIA
EDGAR

    Ms. Yong
Kim

    Division
of Corporation Finance

    U.S.
Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
DC  20549-3561

              Re:

              Sysco
      Corporation Form 10-K For Fiscal Year Ended June 30, 2007/

              May 1, 2008 Letter to William J.
      DeLaney

    Dear Ms.
Kim:

    This is
to confirm our conversation of earlier today that Sysco Corporation will provide
you with its response to the above-referenced letter on or before May 29,
2008.

    If you
have any questions or concerns, please feel free to contact me.

              Sincerely,

              ARNALL
      GOLDEN GREGORY LLP

            /s/
      B. Joseph Alley, Jr.

              B.
      Joseph Alley, Jr.

              BJA:jwh

              cc:

              Michael
      C. Nichols, Esq.

              Carrie
      Platt Ryan, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

      Mail Stop 3561
May 1, 2008
  Mr. William J. DeLaney Executive Vice President and Chief Financial Officer Sysco Corporation 1390 Enclave Parkway Houston, Texas 77077-2099

Re: Sysco Corporation
Form 10-K for the Fiscal Year Ended June 30, 2007 Filed August 28, 2007 File No. 1-6544

Dear Mr. Delaney:
We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your document.  Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. William J. DeLaney
Sysco Corporation
May 1, 2008 Page 2

Form 10-K for the Fiscal Year Ended June 30, 2007
 Item 7.  Management’s Discussion and Analysis, page 12

 1. We note that the restaurant and foodservice industry appears to be facing a challenging business environment.  Specifically, we note that the slowing economy may be flattening or reducing same-store sales at restaurants, leading them to buy smaller quantities from you; we note that both food costs and fuel costs appear to be increasing, and such increases may not be fully passed on to your customers; and we note that your recei vables, inventories and debt all appear
increased from your last year-end.  To help us and your investors better understand how recent changes in the economy affect your company, please respond to the following comments:

• Given that goodwill comprises a significant amount of your total assets, please expand your critical accounting policy for goodwill to focus on the assumptions and uncertainties that underlie your goodwill impairment testing, including better explaining how you arrive at your estimates of fair value, how accurate such estimates have been in the past, how much the estimates have changed in the past, and whether such estimates are reasonably likely to change in the future.  You should also quantify the sensitivity of your estimates to change, based on other outcomes that are reasonably likely to occur and would have a material effect on your financial statements.  In this regard, given that you test goodwill for impairment at the level of your six operating segments, if any of these segments are disproportionately affected by the current environment such that they are more likely to become impaired in the future, you should disclose this as part of providing your readers with a view of the company through the eyes of management.  Refer to Section V of our Release No. 33-8350.

• Given that inventory comprises approximately a significant amount of your total assets, please tell us how you considered providing a critical accounting policy on inventory impairment or otherwise addressing inventory impairment in your MD&A narrative.  In this regard, we assume from your disclosures that you have not incurred any inventory impairments in the periods presented in your financial statements.  Please confirm our assumption or explain this matter to us in more detail.  Additionally, please consider whether your investors would benefit from additional insight as to the likelihood of inventory impairments resulting from reasonably likely changes in the future, including quantifying how much of your inventory is perishable, the amount of time that you can store such inventory before it spoils, and discussing any known or reasonably likely trends that may impact your inventory’s composition and valuation.

Mr. William J. DeLaney
Sysco Corporation
May 1, 2008 Page 3

• We note that both your food costs and fuel costs appear to be increasing.  To provide your readers with additional context within which they can analyze your results, please consider clarifying the extent to which such cost increases have been offset by your use of forward purchase contracts for commodities and fuel, the extent to which such cost increases have been passed on to your customers, and the extent to which you have absorbed such cost increases resulting in lower margins.  If applicable, please also discuss any known or reasonably likely trends in the impact of these cost increases on your margins, such as the extent to which you believe you could pass on any additional cost increases to your customers.  To the extent that the impact of increases in these costs have been offset by reductions in other types of costs, please identify and quantify the areas of cost savings and provide your readers with insight into the underlying factors that drove any such cost savings.

• We note your inclusion of the allowance for doubtful accounts on Schedule II – Valuation and Qualifying Accounts.  Please tell us how you considered discussing any trends in your write-offs of receivables within your MD&A narrative.  In this regard, given the current business environment, we assume that you may have increased write-offs in fiscal 2008 as compared to fiscal 2007, or that you may expect further increases in these write-offs in fiscal 2009.  Also tell us, and consider disclosing, whether there have been increases in the number of customers declaring bankruptcy, and if so, the impact this has had on your results.

• We note that a portion of your liquidity comes from the issuance of commercial paper, and this commercial paper comprises a significant portion of your long-term debt.  We also note that the recent tightening of the credit markets has caused some disruptions in the commercial paper market.  Please tell us, and consider clarifying to your readers in your discussion of liquidity, whether the tightening credit markets have had any impact on your borrowings or the availability of additional capital, including whether you have experienced any difficulties selling your commercial paper or any changes to your commercial paper ratings.

Results of Operations, page 14

2. We note your analysis of consolidated gross margins on page 15.  Please provide your investors with a brief description of the types of costs classified as cost of sales, similar to your disclosure for operating expenses.

Mr. William J. DeLaney
Sysco Corporation
May 1, 2008 Page 4

Segment Results, page 17
 3. Please provide your investors with additional insight into the factors that impacted each segment’s earnings before taxes, including quantifying the impact of each factor that you discuss and providing more detailed analysis of changes in the various income statement line items within this measure of segmental profitability.  For example, based on your segment footnote, it appears that earnings before taxes as a percentage of revenues differs significantly between your Broadline and SYGMA segments; however, it is unclear from your current disclosures why these margins are so different.  If each segment’s gross margin is different, please provide a more detailed analysis of gross margin at the segmental level to explain this to your investors; similarly, if each segment’s operating margin is different, please provide a more detailed analysis of operating margin at the segmental level.  Please also disclose in more detail what is included in the unallocated corporate expenses, and if applicable, please explain how interest expense and other, net were allocated to your segments.  We remind you that one of the primary objectives of MD&A is to  provide your investors with a view of
the company through the eyes of management, and we believe that a robust segmental analysis of results provides your investors with valuable context within which your financial information can be analyzed.
 4. Please provide a brief analysis of your “O ther” segment to provide your investors
with better insight into your results.  In this regard, it appears that earnings before taxes as a percentage of revenues differs significantly for the Other segment when compared to the Broadline and SYGMA segments, and it is unclear from your current disclosures why these margins are so different.  We believe this disclosure provides your investors with valuable insight into your consolidated results.

Item 8.  Financial Statements and Supplementary Data, page 30

Note 1.  Summary of Accounting Policies – Revenue Recognition, page 39
5. Please tell us, and tell us how you considered disclosing, your accounting policy for sales returns.  Your response should quantify any sales returns during the three years presented in your filing and the subsequent interim period as part of your discussion of the appropriateness of any sales returns allowance.  If you have an allowance for sales returns, please tell us how you determined this allowance did not need to be included on Schedule II – Valuation and Qualifying Accounts.

*      *      *      *      *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our

Mr. William J. DeLaney
Sysco Corporation May 1, 2008 Page 5

comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your response to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filings or in response to our comments on your filings.

  You may contact Yong Kim at (202) 551-3323 if you have any questions
regarding these comments.  Please contact me at (202) 551-3737 with any other questions.

         S i n c e r e l y ,              Jennifer Thompson          B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

June 21, 2007

By U.S. Mail

Mr. John K. Stubblefield, Jr.
Executive Vice President, Finance
and Chief Executive Officer
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077-2099

Re: Sysco Corporation
Form 10-K for the Fiscal Year Ended July 1, 2006
Filed September 14, 2006
File No. 1-06544

Dear Mr. Stubblefield:

 We have completed our review of your Form 10-K and related filings and have no further comments at this time.

        S i n c e r e l y ,

        J a m e s  A l l e g r e t t o
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

      Response Letter

    May
      30,
      2007

    Mr.
      James
      Allegretto

    Senior
      Assistant Chief Accountant

    Division
      of Corporation Finance

    U.S.
      Securities and Exchange Commission

    Washington,
      D.C. 20549

              Re:

              SYSCO
                Corporation

              Form
                10-K for the Fiscal Year Ended July 1, 2006

              Filed
                September 14, 2006

              File
                No. 1-06544

    Dear
      Mr.
      Allegretto:

    This
      firm
      acts as outside securities counsel to SYSCO Corporation (the “Company” or
“SYSCO”). This letter sets forth the responses of SYSCO to the comments of the
      Staff of the Division of Corporation Finance of the U.S. Securities and Exchange
      Commission contained in the letter dated May 16, 2007 with respect to the
      Company’s Form 10-K, filed September 14, 2006.

    Please
      understand that the Company is dedicated to its compliance with disclosure
      requirements and continually strives to enhance the level, clarity and
      transparency of its disclosures in its filings. SYSCO appreciates your review
      and your comments and views them as additional tools in achieving these goals.
      Where your comments include suggestions for additional disclosures, with the
      Staff’s permission, SYSCO intends to include these on a prospective basis. The
      Company’s responses to your comments are listed below. For your convenience,
      comments contained in your May 16, 2007 letter are reprinted in bold italics
      below.

    Form
      10-K for the Fiscal Year Ended July 1, 2006

    Financial
      Statements, page 31

    Notes
      to Consolidated Financial Statements, page 39

    3.
      Changes in Accounting, page 42

            1.

              We
                note your change in measurement date for your pension and other
                postretirement benefit plans from fiscal year-end to May
                31st.
                We further note that you believe this accounting change is preferable,
                as
                the one-month acceleration of the measurement date allows additional
                time
                for you to evaluate and report the actuarial pension measurements
                in the
                year-end financial statements and disclosures within the accelerated
                filing deadlines of the SEC. We finally note that your independent
                auditors conclude that this accounting change is an acceptable alternative
                which, based on your business judgment to make this change, is preferable
                in your circumstances. Please tell us in more detail why you believe
                this
                one-month acceleration is preferable. Please be advised that, absent
                compelling evidence to the contrary, it has been the position of
                the staff
                that a change from a year-end to some other measurement date for
                pension
                and other postretirement benefit plans is not generally
                preferable.

    2

    Company
      Response

    The
      Company’s motivation to change its pension and other postretirement benefit
      plans’ measurement date was driven by concerns regarding the time and resource
      constraints related to the accelerated filing deadlines for the Annual Report
      on
      Form 10-K, specifically as it related to the processes around accounting for
      pensions and preparing related disclosures. Such time and resource constraints
      include:

            ·

              Pension
                accounting requires the extensive use of actuarial calculations which
                take
                a substantial amount of time to prepare and review. The Company utilizes
                a
                third-party global human capital consulting firm for its actuarial
                services.

            ·

              Additionally,
                included in the year-end calculations is a determination of the discount
                rate, which entails calculating an implied rate of return on a
                hypothetical portfolio of high-quality fixed-income investments for
                which
                the timing and amount of cash outflows approximates the estimated
                payouts
                of the pension plan. These calculations take significant time to
                be
                performed and cannot be started until after the measurement
                date.

            ·

              With
                the changes created by Sarbanes-Oxley, there has been increased attention
                and scrutiny on the preparation of the Company’s financial statements,
                footnotes and Management’s Discussion and Analysis from management and the
                Audit Committee. The Company has enhanced its processes and incorporated
                additional meetings and materials with respect to its year-end process
                which are reviewed with a cross-functional department disclosure
                committee, executive management and the Audit Committee of the Board
                of
                Directors. Specifically, the complexity of pension accounting requires
                additional time to review with the executives and committee members
                in
                order to ensure complete and accurate financial statements and related
                disclosures.

            ·

              Disclosure
                requirements related to pension and other postretirement benefit
                plans are
                significant and are included not only in the footnotes but also in
                Management’s Discussion and Analysis. The Company considers the
                assumptions related to pension accounting a critical accounting policy
                and
                includes extensive discussion related to the determination of those
                assumptions within the Critical Accounting Policies section of
                Management’s Discussion and Analysis. This discussion includes providing a
                sensitivity analysis as to the impact of changes in the assumptions
                as
                well as the basis for those assumptions. These disclosure items take
                a
                significant amount of time and substantive effort to prepare and
                review.

    3

            ·

              The
                year-end processes noted above require a considerable amount of time
                in
                that the actuarial analysis has historically taken 30 to 35 days
                to be
                completed by the outside experts engaged by the Company. Company
                accounting personnel review the actuarial analysis for approximately
                one
                week. Next, the results are discussed with SYSCO’s disclosure committee
                and comments are incorporated from this meeting into financial results
                and
                disclosures. Following this meeting, the results are reviewed with
                the
                Company’s executives, and finally, the results are shared with the Audit
                Committee. Materials are distributed to each group prior to each
                meeting
                which adds additional time to the
                process.

    When
      considering the measurement date change, we considered (i) authoritative
      literature in Statement of Financial Accounting Standard No. 87, “Employers
      Accounting for Pensions,” (“SFAS 87”), (ii) the expected impact to the financial
      statements and (iii) SYSCO’s understanding of the SEC position for accelerated
      filers related to pension and postretirement plan measurement dates.

    The
      Company reviewed SFAS 87 paragraph 52, which indicates that the measurements
      of
      plan assets and obligations required by this statement shall be as of the date
      of the financial statements or, if used consistently from year to year, as
      of a
      date not more than three months prior to that date.

    SYSCO
      further reviewed the likely impact from using a measurement date one month
      in
      advance of the fiscal year end by reviewing the impact to the three most recent
      fiscal years and noted that the change did not have a material impact to these
      fiscal years. The following table depicts the impact of the measurement date
      change to net earnings and retained earnings for each of the fiscal years
      indicated.

              2006

              2005

              2004

              Impact
                to net earnings (gain) / loss

              $

              (11,299,000

              )

              $

              131,000

              $

              6,437,000

              Percentage
                of net earnings

              1.3%

              0.1%

              0.7%

              Impact
                to retained earnings (gain)
                / loss

              (9,285,000

              )

              2,014,000

              1,883,000

              Percentage
                of retained earnings

              0.2%

              0.1%

              0.1%

    As
      noted
      above, the impact was not material for any of such periods and was, based upon
      historical experience, not expected to be material going forward.

    4

    SYSCO
      further considered minutes from the June 15, 2004 meeting of the SEC Staff
      and
      the AICPA SEC Regulations Committee, where Carol Stacey, Chief Accountant in
      the
      Division of Corporation Finance, indicated changes in measurement date have
      historically been rare, however the SEC staff was sensitive to the timing issue
      created by the accelerated filing deadlines for the Form 10-K. Ms. Stacey
      further noted that the SEC would expect any change in a pension or
      postretirement plan actuarial measurement date to be supported by a
      preferability letter from the registrant’s auditors. An Ernst & Young
      representative who attended the meeting noted that Don Nicolaisen, former Chief
      Accountant of the SEC, also stated that the SEC staff was sensitive to the
      demands of accelerated SEC reporting as it relates to actuarial valuations
      related to pension and other postretirement plans. Mr. Nicolaisen further stated
      that the SEC staff would not object if the registrant changed its measurement
      date by no more than one month from the registrant’s fiscal year end.

    The
      Company concluded that the measurement date change was preferable as it was
      within the three month period allowed by SFAS 87 paragraph 52, was not expected
      to have a material impact on the financial statements and would allow adequate
      time to accurately prepare and review the financial statements, footnotes and
      related disclosures. SYSCO also believed that the change in pension and
      postretirement actuarial measurement date of one month would not be
      objectionable to the SEC based on the facts and circumstances of the Company
      and
      the remarks from the June 15, 2004 meeting of the SEC Staff and the AICPA
      SEC Regulations Committee.

    Subsequent
      to the Company’s decision to change the measurement date, the Financial
      Accounting Standards Board (“FASB”) issued Statement of Financial Accounting
      Standard No. 158 (“SFAS 158”), “Employers’ Accounting for Defined Benefit
      Pension and Other Postretirement Plans - An Amendment of FASB Statements No.
      87,
      88, 106, and 132(R)” which will require the measurement date to be the same date
      as the Company’s fiscal year end effective for fiscal years ending after
      December 15, 2008. The FASB initiated its project, “Postretirement Benefit
      Obligations, Including Pensions” after the Company changed its measurement date
      and therefore SYSCO was not aware that accounting literature related to pension
      measurement dates was subject to amendment when it made the change in its
      measurement date. In light of the guidance in SFAS 158, for fiscal year 2009
      (which begins on June 29, 2008), SYSCO will change its measurement date for
      plan
      assets and obligations for its pension and postretirement defined benefit plans
      to be the same date as the Company’s fiscal year-end.

            2.

              We
                note on page 59 that you paid approximately $117 million during the
                year
                for acquisitions and, of that amount, $68 million was recorded to
                goodwill. Please explain to us why the majority of the purchase price
                was
                allocated to goodwill. Also, please tell us and disclose the level
                at
                which you assess goodwill impairment. In doing so, tell us whether
                your
                reporting units are your reportable segments or a component of your
                segments. Refer to paragraph 30 of SFAS
                142.

    5

    Company
      Response

    The
      Company’s accounting for acquisitions included allocations of the consideration
      paid for tangible net assets acquired, identifiable intangible assets and
      goodwill. The Company made seven acquisitions in fiscal 2006. The acquisitions
      were immaterial, individually and in the aggregate, to the consolidated
      financial statements. In addition, consideration payments of cash and shares
      earned in fiscal 2006 related to thirteen acquisitions incurred prior to fiscal
      2006 were recorded as adjustments to goodwill (excess purchase price) in fiscal
      2006.

    It
      is the
      Company’s policy to engage independent third-party valuation consultants to
      assist in the valuation of tangible and intangibles assets for all acquisitions
      it deems to be significant. It is also the Company’s policy to engage
      independent third-party valuation consultants to assist in its valuation for
      a
      sample of the less significant acquisitions. For all other acquisitions which
      are not significant, the Company assigns values to intangible assets and
      goodwill to the remaining purchase price after an allocation to tangible assets
      based on its knowledge of the business acquired and historical purchase price
      allocations of similar acquired businesses. The results of SYSCO’s internal
      valuations have been consistent with those performed by third-party valuation
      consultants. SYSCO engaged independent third-party valuation consultants to
      identify and value any intangible assets and goodwill for three of the more
      significant acquisitions of the seven acquisitions that occurred in fiscal
      2006.

    SYSCO’s
      acquisitions resulted in goodwill for numerous reasons. The businesses acquired
      have low fixed asset requirements and have minimal working capital invested,
      leading to a large majority of the value being intangible in nature, including
      goodwill. The nature of the businesses acquired is generally such that typically
      the material identifiable intangible asset is customer relationships and to
      a
      lesser extent, non-compete agreements. The food distribution business is highly
      fragmented and is characterized by intense price competition; as a result,
      high
      customer attrition occurs which reduces the fair value of customer
      relationships. Therefore, the goodwill recorded in these a

CORRESP
1
filename1.htm

      Response Letter

    ARNALL
      GOLDEN GREGORY LLP

    171
      17TH
      STREET NW

    SUITE
      2100

    ATLANTA,
      GEORGIA 30363-1031

    Direct
      phone: 404.873.8688

    Direct
      fax: 404.873.8689

    E-mail:
      joseph.alley@agg.com

    www.agg.com

    May
      18,
      2007

    VIA
      EDGAR

    Mr.
      Adam
      Phippen

    Division
      of Corporation Finance

    U.S.
      Securities and Exchange Commission

    100
      F
      Street, NE

    Washington,
      D.C. 20549-0405

    Mail
      Stop
      3561

              Re:

              SYSCO
                Corporation

              Item
                4.02 Form 8-K

              Filed
                May 7, 2007

              File
                No. 1-6544

    Dear
      Mr.
      Phippen:

    On
      behalf
      of SYSCO Corporation (“SYSCO” or the “Company”), we transmit for filing SYSCO’s
      response to the staff’s letter of comment dated May 8, 2007. For your
      convenience, the comment contained in that letter is reprinted below in italics.

    SYSCO’s
      response is as follows:

    Form
      8-K filed May 7, 2007

    1.     In
      light of the restatements please confirm to us that your officers’ reconsidered
      their conclusions regarding the effectiveness of disclosure controls and
      procedures for the quarterly periods ended September 30, 2006 and December
      30,
      2006. In future filings, when you amend your periodic reports to file restated
      financial statements, describe the effect of the restatement on the officers’
conclusions regarding the effectiveness of disclosure controls and procedures.
      If the officers’ conclude that disclosure controls and procedures were
      effective, despite restatement, describe the basis for the officers’
conclusions. See Item 307 of Regulation S-K.

    Response:

    On
      behalf
      of SYSCO, we confirm that SYSCO’s officers reconsidered their conclusions
      regarding the effectiveness of disclosure controls and procedures for the
      quarterly periods ended September 30, 2006 and December 30, 2006 in light of,
      and giving due consideration to, the restatements and the reasons therefor,
      and
      concluded that SYSCO’s disclosure controls and procedures were effective as of
      those dates at the reasonable assurance level, despite the restatements. We
      also
      confirm that, in future filings, when SYSCO amends its periodic reports to
      file
      restated financial statements, it will describe the effect of the restatement
      on
      the officers’ conclusions that disclosure controls and procedures were
      effective, and if the officers conclude that disclosure controls and procedures
      were effective despite the restatement, it will describe the basis for the
      officers’ conclusions.

    Mr.
      Adam
      Phippen

    May
      18,
      2007

    Page
      2

    SYSCO
      acknowledges that:

            ·

              it
                is responsible for the adequacy and accuracy of the disclosure in
                the
                filing;

            ·

              staff
                comments or changes to disclosure in response to staff comments do
                not
                foreclose the Commission from taking any action with respect to the
                filing;

            ·

              it
                may not assert staff comments as a defense in any proceeding initiated
                by
                the Commission or any person under the federal securities laws of
                the
                United States; and

            ·

              the
                Division of Enforcement has access to all information provided by
                SYSCO to
                the staff in its review of SYSCO’s filing or in response to staff comments
                on SYSCO’s filing.

    If
      you
      have any questions, please do not hesitate to contact me at (404)
      873-8688.

              Very
                truly yours,

              ARNALL
                GOLDEN GREGORY LLP

             /s/
              B. Joseph Alley, Jr.

              B.
                Joseph Alley, Jr.

              cc:

              William
                Thompson, Branch Chief, Division of Corporation Finance

              John
                K. Stubblefield, SYSCO Corporation

              Michael
                C. Nichols, SYSCO Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
May 16, 2007

Mr. John K. Stubblefield, Jr.
Executive Vice President, Finance
and Chief Executive Officer
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077-2099

Re: Sysco Corporation
Form 10-K for the Fiscal Year Ended July 1, 2006
Filed September 14, 2006
File No. 1-06544

Dear Mr. Stubblefield:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not
intend to expand our review to other portions of your document.  Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. John K. Stubblefield, Jr.
Sysco Corporation
May 16, 2007 Page 2

Form 10-K for the Fiscal Year Ended July 1, 2006

Financial Statements, page 31

Notes to Consolidated Financial Statements, page 39

3.  Changes in Accounting, page 42

1. We note your change in measurement date for your pension and other postretirement benefit plans from fiscal year-end to May 31
st .  We further note
that you believe this accounting change is preferable, as the one-month acceleration of the measurement date allows additional time for you to evaluate and report the actuarial pension measurements in the year-end financials statements and disclosures within the acceler ated filing deadlines of the SEC.  We
finally note that your independent auditors conclude that this accounting change is an acceptable alternative method which, based on your business judgment to make this change, is preferable in your circumstances.  Please tell us in more detail why you believe this one-month acceleration is preferable.  Please be advised that, absent compelling evidence to the contrary, it has been the position of the staff that a change from a year-end to some other measurement date for pension and other postretirement benefit plans is not generally preferable.

5.  Goodwill and Other Intangibles, page 43

2. We note on page 59 that you paid approximately $117 million during the year for current year acquisitions and for contingent consideration related to prior acquisitions and, of that amount, $68 million was recorded to goodwill.  Please explain to us in detail why the majority of the purchase price was allocated to goodwill.  Also, please tell us and disclose the level at which you assess goodwill impairment.  In doing so, tell us whether your reporting units are your reportable segments or a component of your segments.  Refer to paragraph 30 of SFAS 142.

*      *      *      *      *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your response to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required

Mr. John K. Stubblefield, Jr.
Sysco Corporation
May 16, 2007 Page 3

under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filings or in response to our comments on your filings.

If you have any questions regarding these comments, please direct them to Staff
Accountant Yong Kim at (202) 551-3323.  Any other questions regarding disclosure issues may be directed to me at (202) 551-3849.

        S i n c e r e l y ,

        J a m e s  A l l e g r e t t o
        Senior Assistant Chief Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

       May 8, 2007

Mr. John K. Stubblefield, Jr.
Executive Vice President, Finance & Chief Financial Officer
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077-2099

Re:  Sysco Corporation
Item 4.02 Form 8-K
Filed May 7, 2007
File No. 1-6544

Dear Mr. Stubblefield:

We have reviewed your filing and have the following comment.  We think you
should revise your disclosures in future filin gs in response to this comment.  If you
disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In our
comment, we may ask you to provide us with more information so we may better understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 8-K filed May 7, 2007

1. In light of the restatements please confir m to us that your officers’ reconsidered
their conclusions regarding the effec tiveness of disclosu re controls and
procedures for the quarterly periods ended September 30, 2006 and December 30,
2006.  In future filings, when you amend your periodic reports to file restated financial statements, describe the eff ect of the restatement on the officers’
conclusions regarding the eff ectiveness of disclosure cont rols and procedures.  If
the officers’ conclude that disclosure controls and pr ocedures were effective,

Mr. John K. Stubblefield, Jr.
Sysco Corporation May 8, 2007
Page 2
despite the restatement, describe the basi s for the officers’ conclusions.  See Item
307 of Regulation S-K.

Please respond to these comments within 5 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your response to our
comment and provides any requested information.  Detailed letters gr eatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comment.  Please su bmit your response letter on EDGAR.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

‚ staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.

If you have any questions regarding this co mment, please direct them to me at
(202) 551-3336.  In my absence, you may di rect your questions to William Thompson,
Branch Chief, at (202) 551-3344.

Sincerely,

 Adam Phippen

Mr. John K. Stubblefield, Jr.
Sysco Corporation May 8, 2007
Page 3

CORRESP
1
filename1.htm

March 29, 2006

Mr. William Choi

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Re:

SYSCO
Corporation
Form 10-K for the Fiscal Year Ended July 2, 2005
Filed September 15, 2005
File No. 1-06544

Dear Mr. Choi:

This letter sets forth the responses
of SYSCO Corporation (the “Company”) to the comments of the Staff of the
Division of Corporation Finance of the U.S. Securities and Exchange Commission contained
in the letter dated March 16, 2006 with respect to the Company’s Form 10-K, filed
September 15, 2005.

Please understand that the Company is
dedicated to its compliance with disclosure requirements and continually strives to
enhance the level, clarity and transparency of its disclosures in its filings. We
appreciate your review and your comments and view them as additional tools in achieving
these goals. Where your comments include suggestions for additional disclosures, with the
Staff’s permission, we intend to include these on a prospective basis. The
Company’s responses to your comments are listed below. For your convenience, comments
contained in your March 16, 2006 letter are reprinted in bold italics below.

Form 10-K for the Fiscal
Year Ended July 2, 2005

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 11

1.

Where
you identify intermediate causes of changes to your operating                results,
also describe the reasons underlying the intermediate causes. For
example, you indicate that the decline in gross                margin from fiscal 2004 to
2005 was due to several factors, including product costs increases,
changes in segment mix,                customer mix and pricing pressure. As those broad
reasons do not facilitate a reader’s understanding of your
results of                operations, please explain in reasonable detail how those items
specifically contributed to a decline in your gross margin. See SEC
               Release No. 33-8350.

2

Company Response

The
Company believes it adequately provided explanations as to the changes in its operating
results and specifically the decline in gross margins from fiscal 2004 to fiscal 2005.

The
Company’s consolidated gross margins can be impacted by many factors. Those factors
detailed in our discussion in Management’s Discussion & Analysis are those that
management believes have had the most significant impact. However, we agree that the
expanded discussion recommended by the Staff may be useful to investors in understanding
how these factors can impact the Company’s gross margins. Therefore, with the Staff’s
permission, we intend to expand our discussion regarding how these factors impact the
change in gross margins on a prospective basis beginning with the Form 10-Q for the
quarterly period ending April 1, 2006.

To
assist the Staff in its assessment of the Company’s intended approach, please find
attached in Exhibit A an example of how the discussion regarding the decline in gross
margins from fiscal 2004 to fiscal 2005 will be expanded to include more detailed
explanations.

Consolidated Cash Flows,
page 33

2.

We
note that you present debt and bank and commercial paper borrowings and
               repayments on a net basis. The netting of these borrowings
               and repayments may not be appropriate under paragraph 13 of SFAS 95.
Please tell                us why you believe net presentation is
appropriate and/or                revise your future filings accordingly.

Company Response

SFAS
95, Paragraph 13 states that “Items that qualify for net reporting because their
turnover is quick, their amounts are large, and their maturities are short are cash
receipts and payments pertaining to (a) investments (other than cash equivalents), (b)
loans receivable, and (c) debt, providing that the original maturity of the asset or
liability is three months or less.”

The
Company’s bank borrowings and commercial paper borrowings qualify for net treatment
under this paragraph because their original maturities are within the three months or
less timeframe.

The
Company agrees that other debt repayments and borrowings, generally senior notes and
other long-term debt, should be presented on a gross basis, since their original
maturities are greater than three months. The Company will present the gross amounts of
other debt repayments and borrowings in its consolidated cash flow statements beginning
with its Form 10-Q for the quarterly period ending April 1, 2006.

3

3.

Please
tell us how you classified stock-based compensation and related tax benefits in your
statement of cash flows.

Company Response

In
its fiscal 2005 10-K, the Company classified stock-based compensation expense as cash
flow from operations within its statement of cash flows and included it in “net
earnings”. In fiscal 2005 and prior, the Company concluded that the amount was not
material to present as a separate line item and, as such, did not include it as a
reconciling item from net income to cash flow from operations. The amount of stock-based
compensation expense was $22,389,000, $34,857,000 and $27,802,000 for fiscal 2005, 2004
and 2003, respectively, which represented 1.9%, 2.9% and 2.0%, respectively, of cash flow
from operations. Upon adoption of SFAS 123(R) in fiscal 2006, stock-based compensation
expense became a more significant item, and the Company began presenting stock-based
compensation expense as a reconciling item from net income due to the now material nature
of the amount. In the Company’s fiscal 2006 filings, reclassifications have been
made to prior year cash flow statements to conform to the fiscal 2006 presentation.

In
fiscal 2005 and prior, the tax benefits related to stock-based compensation were
presented in cash flow from operations with other tax cash flows, in accordance with the
provisions of EITF Issue 00-15, “Classification in the Statement of Cash Flows of
the Income Tax Benefit Received by a Company upon Exercise of a Nonqualified Employee
Stock Option.”Paragraphs 68 and 69 of SFAS 123(R), which cover the treatment of
excess tax benefits in the cash flow statement, amended SFAS 95 and nullified EITF 00-15.
As a result, beginning in fiscal 2006 with the consolidated cash flow statement presented
in its Form 10-Q for the quarterly period ending October 1, 2005, the Company began
presenting excess tax benefits relating to share-based compensation as financing cash
inflows with a corresponding operating cash outflow.

Summary of Accounting
Policies

General

4.

Please
tell us and disclose in future filings your treasury stock accounting policies, including
the method, such as FIFO,LIFO or average cost, by which the shares are removed from
treasury.

Company Response

The
Company records treasury shares upon purchase at cost, and when shares are removed from
treasury, they are valued using the average cost method. In response to the
Commission’s comment, the Company intends to add the following disclosure to its
Summary of Accounting Policies in its Annual Report on Form 10-K for the fiscal year
ending July 1, 2006.

4

Treasury
Stock

The
Company records treasury stock purchases at cost. Shares removed from treasury are valued
at cost using the average cost method.

Goodwill and Intangibles,
page 35

5.

We
note that the goodwill and intangible assets line item is material to                your
balance sheet. Accordingly, please disclose the
               following information in accordance with SFAS 142:

o

Please
present the aggregate amount of goodwill as a separate line item in your consolidated
balance sheet;

o

For
intangible  assets subject to  amortization,  please disclose the gross carrying amount
and accumulated  amortization  for          each major intangible asset class,  the
aggregate  amortization  expense for each period in which a statement of operations is
         presented and the estimated aggregate amortization expense for each of the five
succeeding fiscal years;

o

For
intangible  assets not subject to  amortization,  please  disclose the total carrying
 amount and the carrying  amount for          each major intangible class; and

o

The
changes in the carrying amount of goodwill during the period.

Please
see paragraphs 42-45 of SFAS 142.

Company Response

The
Company presented goodwill and intangibles as a single line item on the consolidated
balance sheet and did disclose the amount of intangibles in the notes to the financial
statements. The Company does not believe that the amount of intangibles, $71,856,000 as
of July 2, 2005, was significant in relation to the total goodwill and intangibles
balance or to the consolidated balance sheet as a whole. As a reader of the 10-K could
determine the amount of goodwill at each balance sheet date using the information in the
footnotes, the Company concluded this was adequate disclosure. The Company believes the
failure to disclose the amount related to specific intangible asset classes and the
amortization related to each did not represent a material omission.

However,
we agree that the presentation of goodwill and intangibles as separate individual line
items on the consolidated balance sheet and the additional disclosures for the goodwill
and intangibles footnote may be useful information. We intend to present the aggregate
amount of goodwill and the aggregate amount of intangibles as separate line items in our
consolidated balance sheet on a prospective basis beginning with the Company’s Form
10-Q for the quarterly period ending April 1, 2006. In addition, we intend to include the
additional disclosures in our goodwill and intangibles footnote on a prospective basis,
beginning with the Company’s Annual Report on Form 10-K for the fiscal year ending
July 1, 2006.

5

To
assist the Staff in its assessment of the Company’s additional disclosures, please
find attached in Exhibit A the proposed disclosures for the annual report for fiscal year
2006 where changes from the disclosures in the annual report for fiscal year 2005 have
been marked.

Acquisitions, page 37

6.

Please
tell us how you account for contingent consideration payable in the                event
certain operating results are attained and contingent consideration
payable upon resolution of contingencies. Please                ensure you tell us when
you recognize contingent >consideration and how you consider EITF
95-8 in determining whether or not                contingent consideration represents
compensation for services, use of property or profit sharing. Please
also provide us a                reconciliation of the number and amount of shares issued
in acquisitions during fiscal 2005 disclosed in the third paragraph
to the                amount disclosed in your statement of shareholders’equity.

Company Response

In
accordance with of SFAS 141, Business Combinations, the Company accounts for the
contingent consideration payable in the event certain operating results are attained as
additional cost of the acquired entity when the contingency is resolved and the
consideration is issued or becomes issuable. The Company accounts for contingent
consideration payable upon resolution of contingencies as a cost of the acquired entity
upon the acquisition date of the company. Such amounts are recorded at the acquisition
date.

The
Company evaluates each new purchase agreement with the guidance provided by EITF 95-8 to
determine whether contingent consideration based on earnings or other performance
measures represents an additional cost of the acquired enterprise or compensation for
services, use of property or profit sharing. The Company has determined that contingent
consideration based on earnings or other performance measures pursuant to its current
purchase agreements should be accounted for as an adjustment of the purchase price of the
acquired enterprise. The following factors described in EITF 95-8 have been considered to
reach this conclusion:

Factors
involving terms of continuing employment:

1)

Contingent
payments are not forfeited if employment terminates. There is no
               requirement linking continuing employment by SYSCO to contingent
consideration.                To the extent that the selling shareholders become employed
by SYSCO, they could                leave SYSCO at any time and continue to earn the
contingent consideration if the                acquired entity meets the contractually
stated targets.

2)

The
selling shareholder’s compensation (including base salary, cash bonus,
               equity awards and other benefits) is at a reasonable level as compared to
the                compensation of other key employees in the combined enterprise.

6

Factors
involving components of shareholder group:

3)

There
have been no selling shareholders who have not become employees that
               either have received or would receive lower contingent payments on a per
share                basis than the contingent payments received by selling shareholders
that did                become SYSCO employees.

Factors
involving reasons for contingent payment provisions:

4)

The
initial payment at the date of the acquisition made by SYSCO to the selling
               shareholders of the acquired company is based on the low end of the range
at                which SYSCO valued the acquired company, and the contingent
consideration based                upon the future results of the acquired entity is
structured to raise the total                acquisition price to the high end of the
price SYSCO was willing to pay. The                total consideration to be paid
including the contingent consideration did not                exceed the total fair
market value that SYSCO assigned to the acquired entity at                the time of
closing.

Factors
involving formula for determining contingent consideration:

5)

The
formula to determine the amount of contingent consideration is structured as
               a minimum earnings target rather than a percentage of earnings.

Factors
involving other agreements and issues:

6)

The
terms of other arrangements with selling shareholders, such as property
               lease arrangements, are comparable with terms of similar arrangements that
would                be entered into with unrelated third parties.

Below
is a reconciliation of the number of shares issued in acquisitions during fiscal 2005.
The reconciling item is the issuance of dividend access shares, which are discussed in
detail below in the Company’s response to Comment 7.

     Shares

     SYSCO Common Shares*

       152,591

     Dividend Access Shares
       61,554

     Total **
       214,145

*

 Agrees
with Statement of Shareholders’ Equity, which does not reflect dividend access
shares in the share amount since they do not represent SYSCO common shares.

**

Agrees
with Acquisition footnote, which reflects the issuance of both dividend access shares and
SYSCO common shares.

The
value of shares issued for acquisitions per the statement of shareholders’ equity is
$4,197,000 (sum of $2,660,000 additional paid-in capital and $1,537,000 treasury stock).
The value of shares issued for acquisitions per the acquisition footnote is $4,196,000.
The difference is due to rounding. Both amounts include the issuance of both SYSCO common
shares and dividend access shares.

7

Additional Financial
Information

Stockholders’
Equity, page 40

7.

We
note the disclosures on pages 6 and 7 regarding dividend access shares.
               Please explain to us in detail the nature and contractual
               terms of the dividend access shares and your related accounting treatment.
In                your response, please tell us how the shares and
               subsequent conversion to common shares are reflected in your financial
               statements. Please also tell us how you

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

									March 16, 2006

Mr. Richard J. Schnieders
Chairman, Chief Executive Officer and President
Sysco Corporation
1390 Enclave Parkway
Houston, TX 77077-2099

Re:	Sysco Corporation
      Form 10-K for the Fiscal Year Ended July 2, 2005
      Filed September 15, 2005
      File No. 1-06544

Dear Mr. Schnieders:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  Please provide a written response to
our
comments.  Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended July 2, 2005

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations, page 11

1. Where you identify intermediate causes of changes in your
operating results, also describe the reasons underlying the
intermediate causes.  For example, you indicate that the decline
in
gross margin from fiscal 2004 to 2005 was due to several factors,
including product costs increases, changes in segment mix,
customer
mix and pricing pressure.  As those broad reasons do not
facilitate a
reader`s understanding of your results of operations, please
explain
in reasonable detail how those items specifically contributed to a
decline in your gross margin.  See SEC Release No. 33-8350.

Consolidated Cash Flows, page 33

2. We note that you present debt and bank and commercial paper
borrowings and repayments on a net basis.  The netting of these
borrowings and repayments may not be appropriate under paragraph
13
of SFAS 95.  Please tell us why you believe net presentation is
appropriate and/or revise your future filings accordingly.

3. Please tell us how you classified stock-based compensation and
related tax benefits in your statements of cash flows.

Summary of Accounting Policies

General

4. Please tell us and disclose in future filings your treasury
stock
accounting policies, including the method, such as FIFO, LIFO or
average cost, by which the shares are removed from treasury.

Goodwill and Intangibles, page 35

5. We note that the goodwill and intangible assets line item is
material to your balance sheet.  Accordingly, please disclose the
following information in accordance with SFAS 142:

* Please present the aggregate amount of goodwill as a separate
line
item in your consolidated balance sheet;

* For intangible assets subject to amortization, please disclose
the
gross carrying amount and accumulated amortization for each major
intangible asset class, the aggregate amortization expense for
each
period in which a statement of operations is presented and the
estimated aggregate amortization expense for each of the five
succeeding fiscal years;

* For intangible assets not subject to amortization, please
disclose
the total carrying amount and the carrying amount for each major
intangible class; and

* The changes in the carrying amount of goodwill during the
period.

Please see paragraphs 42-45 of SFAS 142.

Acquisitions, page 37

6. Please tell us how you account for contingent consideration
payable in the event certain operating results are attained and
contingent consideration payable upon resolution of contingencies.
Please ensure you tell us when you recognize contingent
consideration
and how you consider EITF 95-8 in determining whether or not
contingent consideration represents compensation for services, use
of
property or profit sharing.  Please also provide us a
reconciliation
of the number and amount of shares issued in acquisitions during
fiscal 2005 disclosed in the third paragraph to the amounts
disclosed
in your statement of shareholders` equity.

Additional Financial Information

Stockholders` Equity, page 40

7. We note the disclosures on pages 6 and 7 regarding dividend
access
shares.  Please explain to us in detail the nature and contractual
terms of the dividend access shares and your related accounting
treatment.  In your response, please tell us how the shares and
subsequent conversion to common shares are reflected in your
financial statements.  Please also tell us how you treat those
shares
in your earnings per share computations and whether there are any
dividend access shares currently outstanding.

Other Comprehensive Income, page 41

8. Please present comprehensive income and its components in a
financial statement that is displayed with the same prominence as
other financial statements that constitute a full set of financial
statements.  Please refer to paragraph 22 of SFAS 130.

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Andrew Blume (Staff Accountant) at (202)
551-
3254 or William Thompson (Assistant Chief Accountant) at (202)
551-
3344 if you have questions regarding the comments on the financial
statements and related matters.  Please contact me at (202) 551-
3716
with any other questions.

								Sincerely,

						William Choi
									Accounting Branch
Chief

</TEXT>
</DOCUMENT>