Delaware
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74-1648137
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(State or other jurisdiction of
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(IRS employer
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incorporation or organization)
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identification number)
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1390 Enclave Parkway
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77077-2099
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Houston, Texas
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(Zip Code)
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(Address of principal executive offices)
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Large Accelerated Filer ☑
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Accelerated Filer ☐
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Non-accelerated Filer ☐ (Do not check if a smaller reporting company)
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Smaller Reporting Company ☐
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Page No.
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PART I – FINANCIAL INFORMATION
|
|
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|
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PART II – OTHER INFORMATION
|
|
|
|
|
|
|
Dec. 31, 2016
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|
Jul. 2, 2016
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|
Dec. 26, 2015
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||||||
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(unaudited)
|
|
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(unaudited)
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|||||
ASSETS
|
|||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents
|
$
|
847,292
|
|
|
$
|
3,919,300
|
|
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$
|
595,602
|
|
Accounts and notes receivable, less allowances of
$48,612, $37,880, and $57,631 |
3,963,458
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3,380,971
|
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3,353,453
|
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|||
Inventories
|
3,031,548
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|
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2,639,174
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|
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2,736,382
|
|
|||
Prepaid expenses and other current assets
|
142,319
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|
|
114,454
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|
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83,263
|
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|||
Prepaid income taxes
|
26,589
|
|
|
—
|
|
|
10,326
|
|
|||
Total current assets
|
8,011,206
|
|
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10,053,899
|
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6,779,026
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|||
Long-term assets
|
|
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|
|
|
|
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|||
Plant and equipment at cost, less depreciation
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4,331,129
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3,880,442
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3,936,612
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|||
Goodwill
|
3,714,355
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2,121,661
|
|
|
1,977,921
|
|
|||
Intangibles, less amortization
|
1,094,927
|
|
|
207,461
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|
|
163,089
|
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|||
Deferred income taxes
|
193,663
|
|
|
207,320
|
|
|
—
|
|
|||
Other assets
|
284,786
|
|
|
251,021
|
|
|
232,820
|
|
|||
Total long-term assets
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9,618,860
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6,667,905
|
|
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6,310,442
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|||
Total assets
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$
|
17,630,066
|
|
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$
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16,721,804
|
|
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$
|
13,089,468
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LIABILITIES AND SHAREHOLDERS' EQUITY
|
|||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|||
Notes payable
|
$
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22,600
|
|
|
$
|
89,563
|
|
|
$
|
83,037
|
|
Accounts payable
|
3,549,554
|
|
|
2,935,982
|
|
|
2,710,469
|
|
|||
Accrued expenses
|
1,471,195
|
|
|
1,289,312
|
|
|
1,071,632
|
|
|||
Accrued income taxes
|
—
|
|
|
110,690
|
|
|
—
|
|
|||
Current maturities of long-term debt
|
8,937
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|
|
8,909
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|
|
7,076
|
|
|||
Total current liabilities
|
5,052,286
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|
4,434,456
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3,872,214
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|||
Long-term liabilities
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|
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|||
Long-term debt
|
8,313,651
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|
|
7,336,930
|
|
|
4,265,857
|
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|||
Deferred income taxes
|
175,795
|
|
|
26,942
|
|
|
111,822
|
|
|||
Other long-term liabilities
|
1,533,390
|
|
|
1,368,482
|
|
|
852,655
|
|
|||
Total long-term liabilities
|
10,022,836
|
|
|
8,732,354
|
|
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5,230,334
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|||
Commitments and contingencies
|
|
|
|
|
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|||
Noncontrolling interest
|
78,905
|
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|
75,386
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|
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45,493
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|||
Shareholders' equity
|
|
|
|
|
|
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|
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|||
Preferred stock, par value $1 per share
Authorized 1,500,000 shares, issued none
|
—
|
|
|
—
|
|
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—
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|
|||
Common stock, par value $1 per share
Authorized 2,000,000,000 shares, issued 765,174,900 shares
|
765,175
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|
|
765,175
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|
|
765,175
|
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|||
Paid-in capital
|
1,320,068
|
|
|
1,281,140
|
|
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1,022,816
|
|
|||
Retained earnings
|
9,256,137
|
|
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9,006,138
|
|
|
8,922,498
|
|
|||
Accumulated other comprehensive loss
|
(1,582,596
|
)
|
|
(1,358,118
|
)
|
|
(1,045,177
|
)
|
|||
Treasury stock at cost, 224,792,348
205,577,484 and 198,552,842 shares |
(7,282,745
|
)
|
|
(6,214,727
|
)
|
|
(5,723,885
|
)
|
|||
Total shareholders' equity
|
2,476,039
|
|
|
3,479,608
|
|
|
3,941,427
|
|
|||
Total liabilities and shareholders' equity
|
$
|
17,630,066
|
|
|
$
|
16,721,804
|
|
|
$
|
13,089,468
|
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
|
||||||||||||
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Dec. 31, 2016
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|
Dec. 26, 2015
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Dec. 31, 2016
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|
Dec. 26, 2015
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|
||||||||
Sales
|
$
|
13,457,268
|
|
|
$
|
12,153,626
|
|
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$
|
27,425,922
|
|
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$
|
24,716,237
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|
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Cost of sales
|
10,885,405
|
|
|
9,996,812
|
|
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22,162,140
|
|
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20,321,428
|
|
|
||||
Gross profit
|
2,571,863
|
|
|
2,156,814
|
|
|
5,263,782
|
|
|
4,394,809
|
|
|
||||
Operating expenses
|
2,079,446
|
|
|
1,724,231
|
|
|
4,204,532
|
|
|
3,468,752
|
|
|
||||
Operating income
|
492,417
|
|
|
432,583
|
|
|
1,059,250
|
|
|
926,057
|
|
|
||||
Interest expense
|
72,231
|
|
|
47,235
|
|
|
145,854
|
|
|
174,142
|
|
|
||||
Other expense (income), net
|
(2,320
|
)
|
|
(7,764
|
)
|
|
(9,536
|
)
|
|
(23,004
|
)
|
|
||||
Earnings before income taxes
|
422,506
|
|
|
393,112
|
|
|
922,932
|
|
|
774,919
|
|
|
||||
Income taxes
|
147,339
|
|
|
120,713
|
|
|
323,878
|
|
|
258,100
|
|
|
||||
Net earnings
|
$
|
275,167
|
|
|
$
|
272,399
|
|
|
$
|
599,054
|
|
|
$
|
516,819
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
0.50
|
|
|
$
|
0.48
|
|
|
$
|
1.09
|
|
|
$
|
0.89
|
|
|
Diluted earnings per share
|
0.50
|
|
|
0.48
|
|
|
1.08
|
|
|
0.88
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Average shares outstanding
|
545,132,762
|
|
|
566,881,538
|
|
|
550,285,268
|
|
|
581,790,230
|
|
|
||||
Diluted shares outstanding
|
550,372,067
|
|
|
571,452,124
|
|
|
555,663,073
|
|
|
586,121,013
|
|
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||||
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share
|
$
|
0.33
|
|
|
$
|
0.31
|
|
|
$
|
0.64
|
|
|
$
|
0.61
|
|
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||||||
|
Dec. 31, 2016
|
|
Dec. 26, 2015
|
|
Dec. 31, 2016
|
|
Dec. 26, 2015
|
||||||||
Net earnings
|
$
|
275,167
|
|
|
$
|
272,399
|
|
|
$
|
599,054
|
|
|
$
|
516,819
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment
|
(202,195
|
)
|
|
(44,453
|
)
|
|
(279,683
|
)
|
|
(131,682
|
)
|
||||
Items presented net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Changes in cash flow hedges
|
9,643
|
|
|
1,825
|
|
|
11,094
|
|
|
(278
|
)
|
||||
Change in net investment hedge
|
37,326
|
|
|
—
|
|
|
25,261
|
|
|
—
|
|
||||
Amortization of prior service cost
|
1,752
|
|
|
1,715
|
|
|
3,504
|
|
|
3,430
|
|
||||
Amortization of actuarial loss, net
|
5,818
|
|
|
3,275
|
|
|
15,346
|
|
|
6,550
|
|
||||
Total other comprehensive loss
|
(147,656
|
)
|
|
(37,638
|
)
|
|
(224,478
|
)
|
|
(121,980
|
)
|
||||
Comprehensive income
|
$
|
127,511
|
|
|
$
|
234,761
|
|
|
$
|
374,576
|
|
|
$
|
394,839
|
|
|
26-Week Period Ended
|
||||||
|
Dec. 31, 2016
|
|
Dec. 26, 2015
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net earnings
|
$
|
599,054
|
|
|
$
|
516,819
|
|
Adjustments to reconcile net earnings to cash provided by operating activities:
|
|
|
|
|
|
||
Share-based compensation expense
|
42,758
|
|
|
44,045
|
|
||
Depreciation and amortization
|
448,959
|
|
|
281,400
|
|
||
Amortization of debt issuance and other debt-related costs
|
13,143
|
|
|
13,637
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
86,460
|
|
||
Deferred income taxes
|
(18,313
|
)
|
|
153,423
|
|
||
Provision for losses on receivables
|
7,840
|
|
|
10,093
|
|
||
Other non-cash items
|
663
|
|
|
(15,468
|
)
|
||
Additional changes in certain assets and liabilities, net of effect of businesses acquired:
|
|
|
|
|
|
||
Decrease (increase) in receivables
|
24,605
|
|
|
(50,853
|
)
|
||
(Increase) in inventories
|
(175,184
|
)
|
|
(69,370
|
)
|
||
Decrease in prepaid expenses and other current assets
|
1,491
|
|
|
9,812
|
|
||
(Decrease) in accounts payable
|
(51,381
|
)
|
|
(140,499
|
)
|
||
(Decrease) in accrued expenses
|
(145,644
|
)
|
|
(388,667
|
)
|
||
(Decrease) increase in accrued income taxes
|
(116,560
|
)
|
|
92,638
|
|
||
(Increase) in other assets
|
(32,751
|
)
|
|
(9,556
|
)
|
||
Increase (decrease) in other long-term liabilities
|
27,425
|
|
|
(52,942
|
)
|
||
Excess tax benefits from share-based compensation arrangements
|
(21,181
|
)
|
|
(12,091
|
)
|
||
Net cash provided by operating activities
|
604,924
|
|
|
468,881
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Additions to plant and equipment
|
(285,692
|
)
|
|
(248,233
|
)
|
||
Proceeds from sales of plant and equipment
|
11,639
|
|
|
10,827
|
|
||
Acquisition of businesses, net of cash acquired
|
(2,910,461
|
)
|
|
(98,154
|
)
|
||
Decrease in restricted cash
|
—
|
|
|
168,274
|
|
||
Net cash used for investing activities
|
(3,184,514
|
)
|
|
(167,286
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Bank and commercial paper borrowings (repayments), net
|
999,579
|
|
|
—
|
|
||
Other debt borrowings
|
30,939
|
|
|
2,012,353
|
|
||
Other debt repayments
|
(118,631
|
)
|
|
(19,155
|
)
|
||
Redemption of senior notes
|
—
|
|
|
(5,050,000
|
)
|
||
Debt issuance costs
|
(5,094
|
)
|
|
(20,881
|
)
|
||
Cash paid for settlement of cash flow hedge
|
—
|
|
|
(6,134
|
)
|
||
Cash received from termination of interest rate swap agreements
|
—
|
|
|
14,496
|
|
||
Proceeds from stock option exercises
|
113,921
|
|
|
131,969
|
|
||
Treasury stock purchases
|
(1,180,313
|
)
|
|
(1,521,638
|
)
|
||
Dividends paid
|
(343,385
|
)
|
|
(348,436
|
)
|
||
Excess tax benefits from share-based compensation arrangements
|
21,181
|
|
|
12,091
|
|
||
Net cash used for financing activities
|
(481,803
|
)
|
|
(4,795,335
|
)
|
||
Effect of exchange rates on cash and cash equivalents
|
(10,613
|
)
|
|
(40,702
|
)
|
||
Net decrease in cash and cash equivalents
|
(3,072,008
|
)
|
|
(4,534,442
|
)
|
||
Cash and cash equivalents at beginning of period
|
3,919,300
|
|
|
5,130,044
|
|
||
Cash and cash equivalents at end of period
|
$
|
847,292
|
|
|
$
|
595,602
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||
Cash paid during the period for:
|
|
|
|
|
|
||
Interest
|
$
|
128,887
|
|
|
$
|
106,600
|
|
Income taxes
|
459,681
|
|
|
33,156
|
|
Cash consideration paid, net of cash acquired
|
$
|
626,442
|
|
Payment for Brakes outstanding financial debt
|
2,284,100
|
|
|
Total consideration paid, net of cash acquired
|
$
|
2,910,542
|
|
|
Preliminary Purchase Price
Allocation
|
||
Accounts receivable
|
$
|
720,053
|
|
Inventory
|
248,031
|
|
|
Plant and equipment
|
595,322
|
|
|
Other assets
|
10,002
|
|
|
Goodwill and other intangibles
(1)
|
2,779,356
|
|
|
Total assets
|
4,352,764
|
|
|
Accounts payable
|
(736,881
|
)
|
|
Accrued expenses
|
(240,436
|
)
|
|
Deferred tax liabilities
|
(186,971
|
)
|
|
Other liabilities
|
(277,934
|
)
|
|
Total consideration, net of cash acquired
|
$
|
2,910,542
|
|
(1)
|
The excess purchase price of
$1.7 billion
was assigned to goodwill,
none
of which is deductible for income tax purposes.
This goodwill has been assigned to the International Foodservice Operations reportable segment. Intangible assets added include customer relationships of
$897.8 million
with a weighted average life of
12
years and trademarks and trade names of
$140.6 million
that are indefinite lived assets. Amortization expense is recognized on a straight line basis and was
$38.0 million
for the first 26 weeks of fiscal 2017.
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||
|
Dec. 26, 2015
|
|
Dec. 26, 2015
|
||||
|
|
|
|
||||
Sales
|
$
|
13,615,369
|
|
|
$
|
27,604,567
|
|
Income before taxes
|
317,397
|
|
|
686,602
|
|
||
Net earnings
|
218,277
|
|
|
454,130
|
|
||
|
|
|
|
||||
Net earnings:
|
|
|
|
|
|||
Basic earnings per common share
|
$
|
0.39
|
|
|
$
|
0.78
|
|
Diluted earnings per common share
|
0.38
|
|
|
0.77
|
|
(i)
|
Additional amortization expense related to the fair value of intangible assets acquired.
|
(ii)
|
Additional depreciation expense related to the fair value of property and equipment acquired.
|
(iii)
|
The elimination of interest expense, assuming the long-term debt paid off on behalf of the Brakes Group as of the Acquisition date had been retired as of June 28, 2015, the first day of fiscal 2016.
|
(iv)
|
The addition of interest expense incurred by Sysco due to the Acquisition of the Brakes Group.
|
(v)
|
The elimination of interest income from related party debt instruments issued to the Brakes Group prior to the
|
(vi)
|
The elimination of minority interests in the Brakes Group entities, as the majority of the interests were repurchased before the Acquisition.
|
•
|
Level 1 – Unadjusted quoted prices for identical assets or liabilities in active markets;
|
•
|
Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and
|
•
|
Level 3 – Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk.
|
•
|
Time deposits and commercial paper included in cash equivalents are valued at amortized cost, which approximates fair value. These are included within cash equivalents as a Level 2 measurement in the tables below.
|
•
|
Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. These are included within cash equivalents as Level 1 measurements in the tables below.
|
•
|
The interest rate swap agreements are valued using a swap valuation model that utilizes an income approach using observable market inputs including interest rates, LIBOR swap rates and credit default swap rates. These are included as Level 2 measurements in the tables below.
|
•
|
The foreign currency swap agreements, including cross-currency swaps, are valued using a swap valuation model that utilizes an income approach applying observable market inputs including interest rates, LIBOR swap rates for U.S. dollars, pound sterling and Euro currencies, and credit default swap rates. These are included as Level 2 measurements in the tables below.
|
•
|
Foreign currency forwards are valued based on exchange rates quoted by domestic and foreign banks for similar instruments. These are included as Level 2 measurements in the tables below.
|
•
|
Fuel swap contracts are valued based on observable market transactions of forward commodity prices. These are included as Level 2 measurements in the tables below.
|
|
Assets and Liabilities Measured at Fair Value as of Dec. 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
11,500
|
|
|
$
|
43,270
|
|
|
$
|
—
|
|
|
$
|
54,770
|
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
—
|
|
|
1,149
|
|
|
—
|
|
|
1,149
|
|
||||
Cross-currency swaps
|
|
|
9,027
|
|
|
|
|
9,027
|
|
||||||
Foreign currency swaps
|
—
|
|
|
28,395
|
|
|
—
|
|
|
28,395
|
|
||||
Fuel swaps
|
—
|
|
|
3,950
|
|
|
—
|
|
|
3,950
|
|
||||
Total assets at fair value
|
$
|
11,500
|
|
|
$
|
85,791
|
|
|
$
|
—
|
|
|
$
|
97,291
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,900
|
|
|
$
|
3,900
|
|
Other long-term liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
—
|
|
|
25,391
|
|
|
—
|
|
|
25,391
|
|
||||
Foreign currency swaps
|
—
|
|
|
15,915
|
|
|
—
|
|
|
15,915
|
|
||||
Foreign currency forwards
|
—
|
|
|
1,048
|
|
|
—
|
|
|
1,048
|
|
||||
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
42,354
|
|
|
$
|
3,900
|
|
|
$
|
46,254
|
|
|
Assets and Liabilities Measured at Fair Value as of Jul. 2, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
634,230
|
|
|
$
|
43,270
|
|
|
$
|
—
|
|
|
$
|
677,500
|
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
—
|
|
|
36,805
|
|
|
—
|
|
|
36,805
|
|
||||
Total assets at fair value
|
$
|
634,230
|
|
|
$
|
80,075
|
|
|
$
|
—
|
|
|
$
|
714,305
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,439
|
|
|
$
|
16,439
|
|
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,439
|
|
|
$
|
16,439
|
|
|
Assets and Liabilities Measured at Fair Value as of Dec. 26, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents
|
$
|
234,161
|
|
|
$
|
61,473
|
|
|
$
|
—
|
|
|
$
|
295,634
|
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap agreement
|
—
|
|
|
3,936
|
|
|
—
|
|
|
3,936
|
|
||||
Total assets at fair value
|
$
|
234,161
|
|
|
$
|
65,409
|
|
|
$
|
—
|
|
|
$
|
299,570
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,687
|
|
|
$
|
20,687
|
|
Other long-term liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreement
|
—
|
|
|
6,575
|
|
|
—
|
|
|
6,575
|
|
||||
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
6,575
|
|
|
$
|
20,687
|
|
|
$
|
27,262
|
|
Maturity Date of Swap
|
|
Notional Value
(in millions)
|
|
Fixed Coupon Rate on Hedged Debt
|
|
Floating Interest Rate on Swap
|
|
Floating Rate Reset Terms
|
|||
February 12, 2018
|
|
$
|
500
|
|
|
5.25
|
%
|
|
Six-month LIBOR
|
|
Every six months in arrears
|
April 1, 2019
|
|
$
|
500
|
|
|
1.90
|
%
|
|
Three-month LIBOR
|
|
Every three months in advance
|
October 1, 2020
|
|
$
|
750
|
|
|
2.60
|
%
|
|
Three-month LIBOR
|
|
Every three months in advance
|
July 15, 2021
|
|
$
|
500
|
|
|
2.50
|
%
|
|
Three-month LIBOR
|
|
Every three months in advance
|
|
|
|
Derivative Fair Value
|
||||||||||
|
Balance Sheet location
|
|
Dec. 31, 2016
|
|
Jul. 2, 2016
|
|
Dec. 26, 2015
|
||||||
|
|
|
(In thousands)
|
||||||||||
Fair Value Hedges:
|
|
|
|
|
|
|
|
||||||
Interest rate swap agreements
|
Other assets
|
|
$
|
1,149
|
|
|
$
|
36,805
|
|
|
$
|
3,936
|
|
Interest rate swap agreements
|
Other long-term liabilities
|
|
25,391
|
|
|
—
|
|
|
6,575
|
|
|||
|
|
|
|
|
|
|
|
||||||
Cash Flow Hedges:
|
|
|
|
|
|
|
|
||||||
Foreign currency forward swap contracts
|
Other long-term liabilities
|
|
$
|
1,048
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fuel swaps
|
Other assets
|
|
3,950
|
|
|
—
|
|
|
—
|
|
|||
Cross currency swaps
|
Other assets
|
|
9,027
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
||||||
Net Investment Hedges:
|
|
|
|
|
|
|
|
||||||
Foreign currency swaps
|
Other assets
|
|
$
|
28,395
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency swaps
|
Other long-term liabilities
|
|
15,915
|
|
|
—
|
|
|
—
|
|
|
Location of (Gain)
or Loss Recognized
|
|
Amount of (Gain)
or Loss Recognized
|
||||||
|
|
|
13-Week Period Ended
|
||||||
|
|
|
Dec. 31, 2016
|
|
Dec. 26, 2015
|
||||
|
|
|
(In thousands)
|
||||||
Fair Value Hedge Relationship:
|
|
|
|
|
|
||||
Interest rate swap agreements
|
Interest expense
|
|
$
|
(2,449
|
)
|
|
$
|
—
|
|
Cash Flow Hedge Relationships:
|
|
|
|
|
|
||||
Forward starting interest rate swap agreements
(1)
|
Interest expense
|
|
$
|
2,873
|
|
|
$
|
2,962
|
|
Fuel swaps
|
Other comprehensive income
|
|
(3,564
|
)
|
|
—
|
|
||
Foreign currency forward swap contracts
|
Other comprehensive income
|
|
1,887
|
|
|
—
|
|
||
Cross currency swaps
|
Other comprehensive income
|
|
(12,211
|
)
|
|
—
|
|
||
Net Investment Hedge Relationships:
|
|
|
|
|
|
||||
Foreign currency swaps
|
Other comprehensive income
|
|
$
|
(19,195
|
)
|
|
$
|
—
|
|
|
Location of (Gain) or Loss
Recognized |
|
Amount of (Gain) or Loss
Recognized |
||||||
|
|
|
26-Week Period Ended
|
||||||
|
|
|
Dec. 31, 2016
|
|
Dec. 26, 2015
|
||||
|
|
|
(In thousands)
|
||||||
Fair Value Hedge Relationships:
|
|
|
|
|
|
||||
Interest rate swap agreements
|
Interest expense
|
|
$
|
(5,849
|
)
|
|
$
|
—
|
|
Cash Flow Hedge Relationships:
|
|
|
|
|
|
||||
Forward starting interest rate swap agreements
(1)
|
Other comprehensive income
|
|
$
|
—
|
|
|
$
|
6,134
|
|
Forward starting interest rate swap agreements
(1)
|
Interest expense
|
|
5,746
|
|
|
5,682
|
|
||
Fuel swaps
|
Other comprehensive income
|
|
(3,950
|
)
|
|
—
|
|
||
Foreign currency forward swap contracts
|
Other comprehensive income
|
|
2,416
|
|
|
—
|
|
||
Cross currency swaps
|
Other comprehensive income
|
|
(9,027
|
)
|
|
—
|
|
||
Net Investment Hedge Relationships:
|
|
|
|
|
|
||||
Foreign currency swaps
|
Other comprehensive income
|
|
$
|
(12,480
|
)
|
|
$
|
—
|
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||||||
|
Dec. 31, 2016
|
|
Dec. 26, 2015
|
|
Dec. 31, 2016
|
|
Dec. 26, 2015
|
||||||||
|
(In thousands, except for share
and per share data)
|
|
(In thousands, except for share
and per share data) |
||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
$
|
275,167
|
|
|
$
|
272,399
|
|
|
$
|
599,054
|
|
|
$
|
516,819
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average basic shares outstanding
|
545,132,762
|
|
|
566,881,538
|
|
|
550,285,268
|
|
|
581,790,230
|
|
||||
Dilutive effect of share-based awards
|
5,239,305
|
|
|
4,570,586
|
|
|
5,377,805
|
|
|
4,330,783
|
|
||||
Weighted-average diluted shares outstanding
|
550,372,067
|
|
|
571,452,124
|
|
|
555,663,073
|
|
|
586,121,013
|
|
||||
Basic earnings per share
|
$
|
0.50
|
|
|
$
|
0.48
|
|
|
$
|
1.09
|
|
|
$
|
0.89
|
|
Diluted earnings per share
|
$
|
0.50
|
|
|
$
|
0.48
|
|
|
$
|
1.08
|
|
|
$
|
0.88
|
|
|
|
|
13-Week Period Ended Dec. 31, 2016
|
||||||||||
|
Location of
Expense (Income) Recognized in
Net Earnings
|
|
Before Tax
Amount
|
|
Tax
|
|
Net of Tax
Amount
|
||||||
|
|
|
(In thousands)
|
||||||||||
Pension and other postretirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
|
|
|
|||
Amortization of prior service cost
|
Operating expenses
|
|
$
|
2,844
|
|
|
$
|
1,092
|
|
|
$
|
1,752
|
|
Amortization of actuarial loss (gain), net
|
Operating expenses
|
|
9,749
|
|
|
3,931
|
|
|
5,818
|
|
|||
Total reclassification adjustments
|
|
|
12,593
|
|
|
5,023
|
|
|
7,570
|
|
|||
Foreign currency translation:
|
|
|
|
|
|
|
|
||||||
Other comprehensive income before reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
N/A
|
|
(202,195
|
)
|
|
—
|
|
|
(202,195
|
)
|
|||
Interest rate swaps:
|
|
|
|
|
|
|
|
||||||
Reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Changes in cash flow hedges
|
Interest expense
|
|
14,931
|
|
|
5,288
|
|
|
9,643
|
|
|||
Change in net investment hedge
|
N/A
|
|
55,445
|
|
|
18,119
|
|
|
37,326
|
|
|||
Total other comprehensive (loss) income
|
|
|
$
|
(119,226
|
)
|
|
$
|
28,430
|
|
|
$
|
(147,656
|
)
|
|
|
|
13-Week Period Ended Dec. 26, 2015
|
||||||||||
|
Location of
Expense (Income) Recognized in
Net Earnings
|
|
Before Tax
Amount
|
|
Tax
|
|
Net of Tax
Amount
|
||||||
|
|
|
(In thousands)
|
||||||||||
Pension and other postretirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
|
|
|
|||
Amortization of prior service cost
|
Operating expenses
|
|
$
|
2,784
|
|
|
$
|
1,069
|
|
|
$
|
1,715
|
|
Amortization of actuarial loss (gain), net
|
Operating expenses
|
|
5,317
|
|
|
2,042
|
|
|
3,275
|
|
|||
Total reclassification adjustments
|
|
|
8,101
|
|
|
3,111
|
|
|
4,990
|
|
|||
Foreign currency translation:
|
|
|
|
|
|
|
|
||||||
Other comprehensive income before reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
N/A
|
|
(44,453
|
)
|
|
—
|
|
|
(44,453
|
)
|
|||
Interest rate swaps:
|
|
|
|
|
|
|
|
||||||
Reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Gains and losses on cash flow hedges
|
Interest expense
|
|
2,962
|
|
|
1,137
|
|
|
1,825
|
|
|||
Change in fair value of cash flow hedges
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total other comprehensive (loss) income
|
|
|
$
|
(33,390
|
)
|
|
$
|
4,248
|
|
|
$
|
(37,638
|
)
|
|
|
|
26-Week Period Ended Dec. 31, 2016
|
||||||||||
|
Location of
Expense (Income) Recognized in Net Earnings |
|
Before Tax
Amount |
|
Tax
|
|
Net of Tax
Amount |
||||||
|
|
|
(In thousands)
|
||||||||||
Pension and other postretirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
|
|
|
|||
Amortization of prior service cost
|
Operating expenses
|
|
$
|
5,688
|
|
|
$
|
2,184
|
|
|
$
|
3,504
|
|
Amortization of actuarial loss (gain), net
|
Operating expenses
|
|
23,209
|
|
|
7,862
|
|
|
15,347
|
|
|||
Total reclassification adjustments
|
|
|
28,897
|
|
|
10,046
|
|
|
18,851
|
|
|||
Foreign currency translation:
|
|
|
|
|
|
|
|
||||||
Other comprehensive income before reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
N/A
|
|
(279,683
|
)
|
|
—
|
|
|
(279,683
|
)
|
|||
Interest rate swaps:
|
|
|
|
|
|
|
|
||||||
Reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Changes in cash flow hedges
|
Interest expense
|
|
17,485
|
|
|
6,391
|
|
|
11,094
|
|
|||
Change in net investment hedge
|
N/A
|
|
43,379
|
|
|
18,119
|
|
|
25,260
|
|
|||
Total other comprehensive (loss) income
|
|
|
$
|
(189,922
|
)
|
|
$
|
34,556
|
|
|
$
|
(224,478
|
)
|
|
|
|
26-Week Period Ended Dec. 26, 2015
|
||||||||||
|
Location of
Expense (Income) Recognized in Net Earnings |
|
Before Tax
Amount |
|
Tax
|
|
Net of Tax
Amount |
||||||
|
|
|
(In thousands)
|
||||||||||
Pension and other postretirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
|
|
|
|||
Amortization of prior service cost
|
Operating expenses
|
|
$
|
5,568
|
|
|
$
|
2,138
|
|
|
$
|
3,430
|
|
Amortization of actuarial loss (gain), net
|
Operating expenses
|
|
10,634
|
|
|
4,084
|
|
|
6,550
|
|
|||
Total reclassification adjustments
|
|
|
16,202
|
|
|
6,222
|
|
|
9,980
|
|
|||
Foreign currency translation:
|
|
|
|
|
|
|
|
||||||
Other comprehensive income before reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
N/A
|
|
(131,682
|
)
|
|
—
|
|
|
(131,682
|
)
|
|||
Interest rate swaps:
|
|
|
|
|
|
|
|
||||||
Reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Gains and losses on cash flow hedges
|
Interest expense
|
|
5,682
|
|
|
2,181
|
|
|
3,501
|
|
|||
Change in fair value of cash flow hedges
|
N/A
|
|
(6,134
|
)
|
|
(2,355
|
)
|
|
(3,779
|
)
|
|||
Total other comprehensive (loss) income
|
|
|
$
|
(115,932
|
)
|
|
$
|
6,048
|
|
|
$
|
(121,980
|
)
|
|
26-Week Period Ended Dec. 31, 2016
|
||||||||||||||
|
Pension and Other Postretirement Benefit Plans,
net of tax
|
|
Foreign Currency Translation
|
|
Hedging Arrangements,
net of tax
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance as of Jul. 2, 2016
|
$
|
(1,104,484
|
)
|
|
$
|
(136,813
|
)
|
|
$
|
(116,821
|
)
|
|
$
|
(1,358,118
|
)
|
Equity adjustment from foreign currency translation
|
—
|
|
|
(279,683
|
)
|
|
—
|
|
|
(279,683
|
)
|
||||
Other comprehensive income before reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Changes in cash flow hedges
|
—
|
|
|
—
|
|
|
11,094
|
|
|
11,094
|
|
||||
Change in net investment hedge
|
—
|
|
|
—
|
|
|
25,261
|
|
|
25,261
|
|
||||
Amortization of unrecognized prior service cost
|
3,504
|
|
|
—
|
|
|
—
|
|
|
3,504
|
|
||||
Amortization of unrecognized net actuarial losses
|
15,346
|
|
|
—
|
|
|
—
|
|
|
15,346
|
|
||||
Balance as of Dec. 31, 2016
|
$
|
(1,085,634
|
)
|
|
$
|
(416,496
|
)
|
|
$
|
(80,466
|
)
|
|
$
|
(1,582,596
|
)
|
|
26-Week Period Ended Dec. 26, 2015
|
||||||||||||||
|
Pension and Other Postretirement Benefit Plans,
net of tax
|
|
Foreign Currency Translation
|
|
Hedging Arrangements,
net of tax
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance as of Jun. 27, 2015
|
$
|
(705,311
|
)
|
|
$
|
(97,733
|
)
|
|
$
|
(120,153
|
)
|
|
$
|
(923,197
|
)
|
Other comprehensive income before reclassification adjustments
|
—
|
|
|
(131,682
|
)
|
|
—
|
|
|
(131,682
|
)
|
||||
Gains and losses on cash flow hedges
|
—
|
|
|
—
|
|
|
3,501
|
|
|
3,501
|
|
||||
Change in fair value of cash flow hedges
|
—
|
|
|
—
|
|
|
(3,779
|
)
|
|
(3,779
|
)
|
||||
Amortization of unrecognized prior service cost
|
3,430
|
|
|
—
|
|
|
—
|
|
|
3,430
|
|
||||
Amortization of unrecognized net actuarial losses
|
6,550
|
|
|
—
|
|
|
—
|
|
|
6,550
|
|
||||
Balance as of Dec. 26, 2015
|
$
|
(695,331
|
)
|
|
$
|
(229,415
|
)
|
|
$
|
(120,431
|
)
|
|
$
|
(1,045,177
|
)
|
•
|
U.S. Foodservice Operations - primarily includes U.S. broadline operations, custom-cut meat companies, FreshPoint (our specialty produce companies) and European Imports (a specialty import company);
|
•
|
International Foodservice Operations - primarily includes broadline operations in Canada and Europe (including the Brakes Group, which was acquired in fiscal
2017
), Bahamas, Mexico, Costa Rica and Panama, as well as a company that distributes to international customers;
|
•
|
SYGMA - our customized distribution subsidiary; and
|
•
|
Other - primarily our hotel supply operations and our Sysco Ventures platform, which includes our suite of technology solutions that help support the business needs of our customers.
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||||||
|
Dec. 31, 2016
|
|
Dec. 26, 2015
|
|
Dec. 31, 2016
|
|
Dec. 26, 2015
|
||||||||
Sales:
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
U.S. Foodservice Operations
|
$
|
9,085,565
|
|
|
$
|
9,135,326
|
|
|
$
|
18,566,681
|
|
|
$
|
18,543,249
|
|
International Foodservice Operations
|
2,625,949
|
|
|
1,280,775
|
|
|
5,354,310
|
|
|
2,671,034
|
|
||||
SYGMA
|
1,520,182
|
|
|
1,506,836
|
|
|
3,024,874
|
|
|
2,952,741
|
|
||||
Other
|
225,572
|
|
|
230,689
|
|
|
480,057
|
|
|
549,213
|
|
||||
Total
|
$
|
13,457,268
|
|
|
$
|
12,153,626
|
|
|
$
|
27,425,922
|
|
|
$
|
24,716,237
|
|
|
|
|
|
|
|
|
|
||||||||
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||||||
|
Dec. 31, 2016
|
|
Dec. 26, 2015
|
|
Dec. 31, 2016
|
|
Dec. 26, 2015
|
||||||||
Operating income:
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
U.S. Foodservice Operations
|
$
|
681,321
|
|
|
$
|
625,216
|
|
|
$
|
1,426,552
|
|
|
$
|
1,311,885
|
|
International Foodservice Operations
|
84,814
|
|
|
42,212
|
|
|
164,249
|
|
|
94,132
|
|
||||
SYGMA
|
3,155
|
|
|
5,659
|
|
|
8,062
|
|
|
10,782
|
|
||||
Other
|
3,793
|
|
|
6,380
|
|
|
11,794
|
|
|
17,150
|
|
||||
Total segments
|
773,083
|
|
|
679,467
|
|
|
1,610,657
|
|
|
1,433,949
|
|
||||
Corporate expenses
|
(280,666
|
)
|
|
(246,884
|
)
|
|
(551,407
|
)
|
|
(507,892
|
)
|
||||
Total operating income
|
492,417
|
|
|
432,583
|
|
|
1,059,250
|
|
|
926,057
|
|
||||
Interest expense
|
72,231
|
|
|
47,235
|
|
|
145,854
|
|
|
174,142
|
|
||||
Other expense (income), net
|
(2,320
|
)
|
|
(7,764
|
)
|
|
(9,536
|
)
|
|
(23,004
|
)
|
||||
Earnings before income taxes
|
$
|
422,506
|
|
|
$
|
393,112
|
|
|
$
|
922,932
|
|
|
$
|
774,919
|
|
|
Dec. 31, 2016
|
|
July 2, 2016
|
|
Dec. 26, 2015
|
||||||
Assets:
|
(In thousands)
|
||||||||||
U.S. Foodservice Operations
|
$
|
6,791,846
|
|
|
$
|
6,870,159
|
|
|
$
|
6,988,257
|
|
International Foodservice Operations
|
6,143,372
|
|
|
2,030,917
|
|
|
1,849,886
|
|
|||
SYGMA
|
603,167
|
|
|
541,796
|
|
|
556,480
|
|
|||
Other
|
438,196
|
|
|
469,830
|
|
|
424,778
|
|
|||
Total segments
|
13,976,581
|
|
|
9,912,702
|
|
|
9,819,401
|
|
|||
Corporate
|
3,653,485
|
|
|
6,809,102
|
|
|
3,270,067
|
|
|||
Total
|
$
|
17,630,066
|
|
|
$
|
16,721,804
|
|
|
$
|
13,089,468
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
Dec. 31, 2016
|
||||||||||||||||||
|
Sysco
|
|
U.S.
Broadline
Subsidiaries
|
|
Other Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
Totals
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Current assets
|
$
|
206,476
|
|
|
$
|
3,119,177
|
|
|
$
|
4,685,553
|
|
|
$
|
—
|
|
|
$
|
8,011,206
|
|
Investment in subsidiaries
|
9,611,180
|
|
|
239,903
|
|
|
10,338,929
|
|
|
(20,190,012
|
)
|
|
—
|
|
|||||
Plant and equipment, net
|
364,717
|
|
|
1,277,881
|
|
|
2,688,531
|
|
|
—
|
|
|
4,331,129
|
|
|||||
Other assets
|
185,437
|
|
|
509,301
|
|
|
4,592,993
|
|
|
—
|
|
|
5,287,731
|
|
|||||
Total assets
|
$
|
10,367,810
|
|
|
$
|
5,146,262
|
|
|
$
|
22,306,006
|
|
|
$
|
(20,190,012
|
)
|
|
$
|
17,630,066
|
|
Current liabilities
|
$
|
527,836
|
|
|
$
|
1,738,202
|
|
|
$
|
2,786,248
|
|
|
$
|
—
|
|
|
$
|
5,052,286
|
|
Intercompany payables (receivables)
|
(3,007,585
|
)
|
|
574,043
|
|
|
2,433,542
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
8,056,499
|
|
|
6,688
|
|
|
250,464
|
|
|
—
|
|
|
8,313,651
|
|
|||||
Other liabilities
|
1,032,328
|
|
|
163,640
|
|
|
513,217
|
|
|
—
|
|
|
1,709,185
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
78,905
|
|
|
—
|
|
|
78,905
|
|
|||||
Shareholders’ equity
|
3,758,732
|
|
|
2,663,689
|
|
|
16,243,630
|
|
|
(20,190,012
|
)
|
|
2,476,039
|
|
|||||
Total liabilities and shareholders’ equity
|
$
|
10,367,810
|
|
|
$
|
5,146,262
|
|
|
$
|
22,306,006
|
|
|
$
|
(20,190,012
|
)
|
|
$
|
17,630,066
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
July 2, 2016
|
||||||||||||||||||
|
Sysco
|
|
U.S.
Broadline
Subsidiaries
|
|
Other Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
Totals
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Current assets
|
$
|
3,440,206
|
|
|
$
|
3,813,524
|
|
|
$
|
2,800,169
|
|
|
$
|
—
|
|
|
$
|
10,053,899
|
|
Investment in subsidiaries
|
6,484,258
|
|
|
224,138
|
|
|
(306,219
|
)
|
|
(6,402,177
|
)
|
|
—
|
|
|||||
Plant and equipment, net
|
429,890
|
|
|
1,587,702
|
|
|
1,862,850
|
|
|
—
|
|
|
3,880,442
|
|
|||||
Other assets
|
213,186
|
|
|
642,525
|
|
|
1,931,752
|
|
|
—
|
|
|
2,787,463
|
|
|||||
Total assets
|
$
|
10,567,540
|
|
|
$
|
6,267,889
|
|
|
$
|
6,288,552
|
|
|
$
|
(6,402,177
|
)
|
|
$
|
16,721,804
|
|
Current liabilities
|
$
|
621,925
|
|
|
$
|
111,728
|
|
|
$
|
3,700,803
|
|
|
$
|
—
|
|
|
$
|
4,434,456
|
|
Intercompany payables (receivables)
|
(1,348,425
|
)
|
|
2,097,508
|
|
|
(749,083
|
)
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
7,145,955
|
|
|
62,387
|
|
|
128,588
|
|
|
—
|
|
|
7,336,930
|
|
|||||
Other liabilities
|
878,834
|
|
|
248,493
|
|
|
268,097
|
|
|
—
|
|
|
1,395,424
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
75,386
|
|
|
—
|
|
|
75,386
|
|
|||||
Shareholders’ equity
|
3,269,251
|
|
|
3,747,773
|
|
|
2,864,761
|
|
|
(6,402,177
|
)
|
|
3,479,608
|
|
|||||
Total liabilities and shareholders’ equity
|
$
|
10,567,540
|
|
|
$
|
6,267,889
|
|
|
$
|
6,288,552
|
|
|
$
|
(6,402,177
|
)
|
|
$
|
16,721,804
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
Dec. 26, 2015
|
||||||||||||||||||
|
Sysco
|
|
U.S.
Broadline
Subsidiaries
|
|
Other Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
Totals
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Current assets
|
$
|
279,596
|
|
|
$
|
3,944,472
|
|
|
$
|
2,554,958
|
|
|
$
|
—
|
|
|
$
|
6,779,026
|
|
Investment in subsidiaries
|
9,787,777
|
|
|
241,561
|
|
|
(355,335
|
)
|
|
(9,674,003
|
)
|
|
—
|
|
|||||
Plant and equipment, net
|
501,514
|
|
|
1,632,601
|
|
|
1,802,497
|
|
|
—
|
|
|
3,936,612
|
|
|||||
Other assets
|
258,216
|
|
|
273,324
|
|
|
1,842,290
|
|
|
—
|
|
|
2,373,830
|
|
|||||
Total assets
|
$
|
10,827,103
|
|
|
$
|
6,091,958
|
|
|
$
|
5,844,410
|
|
|
$
|
(9,674,003
|
)
|
|
$
|
13,089,468
|
|
Current liabilities
|
$
|
602,058
|
|
|
$
|
731,474
|
|
|
$
|
2,538,682
|
|
|
$
|
—
|
|
|
$
|
3,872,214
|
|
Intercompany payables (receivables)
|
1,576,888
|
|
|
(2,274,556
|
)
|
|
697,668
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
4,079,396
|
|
|
9,350
|
|
|
177,111
|
|
|
—
|
|
|
4,265,857
|
|
|||||
Other liabilities
|
672,888
|
|
|
278,590
|
|
|
12,999
|
|
|
—
|
|
|
964,477
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
45,493
|
|
|
—
|
|
|
45,493
|
|
|||||
Shareholders’ equity
|
3,895,873
|
|
|
7,347,100
|
|
|
2,372,457
|
|
|
(9,674,003
|
)
|
|
3,941,427
|
|
|||||
Total liabilities and shareholders’ equity
|
$
|
10,827,103
|
|
|
$
|
6,091,958
|
|
|
$
|
5,844,410
|
|
|
$
|
(9,674,003
|
)
|
|
$
|
13,089,468
|
|
|
Condensed Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
For the 13-Week Period Ended Dec. 31, 2016
|
||||||||||||||||||
|
Sysco
|
|
U.S.
Broadline
Subsidiaries
|
|
Other Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
Totals
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
4,941,780
|
|
|
$
|
8,960,965
|
|
|
$
|
(445,477
|
)
|
|
$
|
13,457,268
|
|
Cost of sales
|
—
|
|
|
3,972,457
|
|
|
7,358,425
|
|
|
(445,477
|
)
|
|
10,885,405
|
|
|||||
Gross profit
|
—
|
|
|
969,323
|
|
|
1,602,540
|
|
|
—
|
|
|
2,571,863
|
|
|||||
Operating expenses
|
232,825
|
|
|
589,788
|
|
|
1,256,833
|
|
|
—
|
|
|
2,079,446
|
|
|||||
Operating income (loss)
|
(232,825
|
)
|
|
379,535
|
|
|
345,707
|
|
|
—
|
|
|
492,417
|
|
|||||
Interest expense (income)
|
(64,696
|
)
|
|
(16,779
|
)
|
|
153,706
|
|
|
—
|
|
|
72,231
|
|
|||||
Other expense (income), net
|
(5,295
|
)
|
|
(522
|
)
|
|
3,497
|
|
|
—
|
|
|
(2,320
|
)
|
|||||
Earnings (losses) before income taxes
|
(162,834
|
)
|
|
396,836
|
|
|
188,504
|
|
|
—
|
|
|
422,506
|
|
|||||
Income tax (benefit) provision
|
(56,637
|
)
|
|
137,911
|
|
|
66,065
|
|
|
—
|
|
|
147,339
|
|
|||||
Equity in earnings of subsidiaries
|
381,364
|
|
|
—
|
|
|
—
|
|
|
(381,364
|
)
|
|
—
|
|
|||||
Net earnings
|
275,167
|
|
|
258,925
|
|
|
122,439
|
|
|
(381,364
|
)
|
|
275,167
|
|
|||||
Other comprehensive income (loss)
|
(147,656
|
)
|
|
—
|
|
|
29,292
|
|
|
(29,292
|
)
|
|
(147,656
|
)
|
|||||
Comprehensive income
|
$
|
127,511
|
|
|
$
|
258,925
|
|
|
$
|
151,731
|
|
|
$
|
(410,656
|
)
|
|
$
|
127,511
|
|
|
Condensed Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
For the 13-Week Period Ended Dec. 26, 2015
|
||||||||||||||||||
|
Sysco
|
|
U.S.
Broadline
Subsidiaries
|
|
Other Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
Totals
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
8,199,071
|
|
|
$
|
4,392,744
|
|
|
$
|
(438,189
|
)
|
|
$
|
12,153,626
|
|
Cost of sales
|
—
|
|
|
6,670,025
|
|
|
3,764,976
|
|
|
(438,189
|
)
|
|
9,996,812
|
|
|||||
Gross profit
|
—
|
|
|
1,529,046
|
|
|
627,768
|
|
|
—
|
|
|
2,156,814
|
|
|||||
Operating expenses
|
206,476
|
|
|
939,213
|
|
|
578,542
|
|
|
—
|
|
|
1,724,231
|
|
|||||
Operating income (loss)
|
(206,476
|
)
|
|
589,833
|
|
|
49,226
|
|
|
—
|
|
|
432,583
|
|
|||||
Interest expense (income)
|
70,318
|
|
|
(40,019
|
)
|
|
16,936
|
|
|
—
|
|
|
47,235
|
|
|||||
Other expense (income), net
|
(4,836
|
)
|
|
(352
|
)
|
|
(2,576
|
)
|
|
—
|
|
|
(7,764
|
)
|
|||||
Earnings (losses) before income taxes
|
(271,958
|
)
|
|
630,204
|
|
|
34,866
|
|
|
—
|
|
|
393,112
|
|
|||||
Income tax (benefit) provision
|
(81,472
|
)
|
|
191,274
|
|
|
10,911
|
|
|
—
|
|
|
120,713
|
|
|||||
Equity in earnings of subsidiaries
|
462,885
|
|
|
—
|
|
|
—
|
|
|
(462,885
|
)
|
|
—
|
|
|||||
Net earnings
|
272,399
|
|
|
438,930
|
|
|
23,955
|
|
|
(462,885
|
)
|
|
272,399
|
|
|||||
Other comprehensive income (loss)
|
(37,638
|
)
|
|
—
|
|
|
(44,664
|
)
|
|
44,664
|
|
|
(37,638
|
)
|
|||||
Comprehensive income
|
$
|
234,761
|
|
|
$
|
438,930
|
|
|
$
|
(20,709
|
)
|
|
$
|
(418,221
|
)
|
|
$
|
234,761
|
|
|
Condensed Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
For the 26-Week Period Ended Dec. 31, 2016
|
||||||||||||||||||
|
Sysco
|
|
U.S.
Broadline Subsidiaries |
|
Other Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
13,474,639
|
|
|
$
|
14,841,676
|
|
|
$
|
(890,393
|
)
|
|
$
|
27,425,922
|
|
Cost of sales
|
—
|
|
|
10,846,639
|
|
|
12,205,894
|
|
|
(890,393
|
)
|
|
22,162,140
|
|
|||||
Gross profit
|
—
|
|
|
2,628,000
|
|
|
2,635,782
|
|
|
—
|
|
|
5,263,782
|
|
|||||
Operating expenses
|
450,729
|
|
|
1,547,752
|
|
|
2,206,051
|
|
|
—
|
|
|
4,204,532
|
|
|||||
Operating income (loss)
|
(450,729
|
)
|
|
1,080,248
|
|
|
429,731
|
|
|
—
|
|
|
1,059,250
|
|
|||||
Interest expense (income)
|
4,193
|
|
|
(41,813
|
)
|
|
183,474
|
|
|
—
|
|
|
145,854
|
|
|||||
Other expense (income), net
|
(20,186
|
)
|
|
(745
|
)
|
|
11,395
|
|
|
—
|
|
|
(9,536
|
)
|
|||||
Earnings (losses) before income taxes
|
(434,736
|
)
|
|
1,122,806
|
|
|
234,862
|
|
|
—
|
|
|
922,932
|
|
|||||
Income tax (benefit) provision
|
(152,558
|
)
|
|
394,017
|
|
|
82,419
|
|
|
—
|
|
|
323,878
|
|
|||||
Equity in earnings of subsidiaries
|
881,232
|
|
|
—
|
|
|
—
|
|
|
(881,232
|
)
|
|
—
|
|
|||||
Net earnings
|
599,054
|
|
|
728,789
|
|
|
152,443
|
|
|
(881,232
|
)
|
|
599,054
|
|
|||||
Other comprehensive income (loss)
|
(224,478
|
)
|
|
—
|
|
|
(428,807
|
)
|
|
428,807
|
|
|
(224,478
|
)
|
|||||
Comprehensive income
|
$
|
374,576
|
|
|
$
|
728,789
|
|
|
$
|
(276,364
|
)
|
|
$
|
(452,425
|
)
|
|
$
|
374,576
|
|
|
Condensed Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
For the 26-Week Period Ended Dec. 26, 2015
|
||||||||||||||||||
|
Sysco
|
|
U.S.
Broadline Subsidiaries |
|
Other Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
16,723,622
|
|
|
$
|
8,819,741
|
|
|
$
|
(827,126
|
)
|
|
$
|
24,716,237
|
|
Cost of sales
|
—
|
|
|
13,582,194
|
|
|
7,566,360
|
|
|
(827,126
|
)
|
|
20,321,428
|
|
|||||
Gross profit
|
—
|
|
|
3,141,428
|
|
|
1,253,381
|
|
|
—
|
|
|
4,394,809
|
|
|||||
Operating expenses
|
405,851
|
|
|
1,896,128
|
|
|
1,166,773
|
|
|
—
|
|
|
3,468,752
|
|
|||||
Operating income (loss)
|
(405,851
|
)
|
|
1,245,300
|
|
|
86,608
|
|
|
—
|
|
|
926,057
|
|
|||||
Interest expense (income)
|
216,415
|
|
|
(80,002
|
)
|
|
37,729
|
|
|
—
|
|
|
174,142
|
|
|||||
Other expense (income), net
|
(9,913
|
)
|
|
(829
|
)
|
|
(12,262
|
)
|
|
—
|
|
|
(23,004
|
)
|
|||||
Earnings (losses) before income taxes
|
(612,353
|
)
|
|
1,326,131
|
|
|
61,141
|
|
|
—
|
|
|
774,919
|
|
|||||
Income tax (benefit) provision
|
(203,956
|
)
|
|
441,691
|
|
|
20,365
|
|
|
—
|
|
|
258,100
|
|
|||||
Equity in earnings of subsidiaries
|
925,216
|
|
|
—
|
|
|
—
|
|
|
(925,216
|
)
|
|
—
|
|
|||||
Net earnings
|
516,819
|
|
|
884,440
|
|
|
40,776
|
|
|
(925,216
|
)
|
|
516,819
|
|
|||||
Other comprehensive income (loss)
|
(121,980
|
)
|
|
—
|
|
|
(227,849
|
)
|
|
227,849
|
|
|
(121,980
|
)
|
|||||
Comprehensive income
|
$
|
394,839
|
|
|
$
|
884,440
|
|
|
$
|
(187,073
|
)
|
|
$
|
(697,367
|
)
|
|
$
|
394,839
|
|
|
Condensed Consolidating Cash Flows
|
||||||||||||||
|
For the 26-Week Period Ended Dec. 31, 2016
|
||||||||||||||
|
Sysco
|
|
U.S.
Broadline
Subsidiaries
|
|
Other Non-Guarantor Subsidiaries
|
|
Consolidated
Totals
|
||||||||
|
(In thousands)
|
||||||||||||||
Cash flows provided by (used for):
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
$
|
(86,739
|
)
|
|
$
|
3,074,384
|
|
|
$
|
(2,382,721
|
)
|
|
$
|
604,924
|
|
Investing activities
|
(54,886
|
)
|
|
(50,362
|
)
|
|
(3,079,266
|
)
|
|
(3,184,514
|
)
|
||||
Financing activities
|
(355,064
|
)
|
|
(64,098
|
)
|
|
(62,641
|
)
|
|
(481,803
|
)
|
||||
Effect of exchange rates on cash
|
—
|
|
|
—
|
|
|
(10,613
|
)
|
|
(10,613
|
)
|
||||
Intercompany activity
|
(2,767,982
|
)
|
|
(2,975,436
|
)
|
|
5,743,418
|
|
|
—
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
(3,264,673
|
)
|
|
(15,512
|
)
|
|
208,177
|
|
|
(3,072,008
|
)
|
||||
Cash and cash equivalents at the beginning of period
|
3,376,412
|
|
|
34,072
|
|
|
508,816
|
|
|
3,919,300
|
|
||||
Cash and cash equivalents at the end of period
|
$
|
111,739
|
|
|
$
|
18,560
|
|
|
$
|
716,993
|
|
|
$
|
847,292
|
|
|
Condensed Consolidating Cash Flows
|
||||||||||||||
|
For the 26-Week Period Ended Dec. 26, 2015
|
||||||||||||||
|
Sysco
|
|
U.S.
Broadline
Subsidiaries
|
|
Other Non-Guarantor Subsidiaries
|
|
Consolidated
Totals
|
||||||||
|
(In thousands)
|
||||||||||||||
Cash flows provided by (used for):
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
$
|
(576,817
|
)
|
|
$
|
427,995
|
|
|
$
|
617,703
|
|
|
$
|
468,881
|
|
Investing activities
|
123,371
|
|
|
(43,744
|
)
|
|
(246,913
|
)
|
|
(167,286
|
)
|
||||
Financing activities
|
(4,871,105
|
)
|
|
(1,003
|
)
|
|
76,773
|
|
|
(4,795,335
|
)
|
||||
Effect of exchange rates on cash
|
—
|
|
|
—
|
|
|
(40,702
|
)
|
|
(40,702
|
)
|
||||
Intercompany activity
|
679,954
|
|
|
(343,252
|
)
|
|
(336,702
|
)
|
|
—
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
(4,644,597
|
)
|
|
39,996
|
|
|
70,159
|
|
|
(4,534,442
|
)
|
||||
Cash and cash equivalents at the beginning of period
|
4,851,067
|
|
|
26,380
|
|
|
252,597
|
|
|
5,130,044
|
|
||||
Cash and cash equivalents at the end of period
|
$
|
206,470
|
|
|
$
|
66,376
|
|
|
$
|
322,756
|
|
|
$
|
595,602
|
|
•
|
U.S. Foodservice Operations - primarily includes U.S. Broadline, custom-cut meat companies, FreshPoint (our specialty produce companies) and European Imports (a specialty import company);
|
•
|
International Foodservice Operations - primarily includes broadline operations in Canada and Europe (including the Brakes Group, which was acquired in fiscal 2017), Bahamas, Mexico, Costa Rica and Panama, as well as a company that distributes to international customers;
|
•
|
SYGMA - our customized distribution subsidiary; and
|
•
|
Other - primarily our hotel supply operations and our Sysco Ventures platform, which includes our suite of technology solutions that help support the business needs of our customers.
|
•
|
Sales:
|
◦
|
increased
10.7%
, or $
1.3 billion
, to
$13.5 billion
;
|
◦
|
adjusted sales, excluding Brakes, decreased
0.2%
, or
$25.3 million
, to
$12.1 billion
;
|
•
|
Operating income:
|
◦
|
increased
13.8%
, or $
59.8 million
, to $
492.4 million
;
|
◦
|
adjusted operating income increased
27.7%
, or $
121.0 million
, to $
557.9 million
;
|
◦
|
adjusted operating income, excluding Brakes, increased
12.6%
, or
$55.0 million
, to
$491.9 million
;
|
•
|
Net earnings:
|
◦
|
increased
1.0%
, or $
2.8 million
, to
$275.2 million
;
|
◦
|
adjusted net earnings increased
15.8%
, or
$43.4 million
, to
$318.8 million
;
|
◦
|
adjusted net earnings, excluding Brakes increased,
2.5%
, or
$7.0 million
, to
$282.3 million
;
|
•
|
Basic earnings per share:
|
◦
|
increased
4.2%
, or
$0.02
, to
$0.50
per share;
|
•
|
Diluted earnings per share:
|
◦
|
increased
4.2%
, or
$0.02
, to
$0.50
per share;
|
◦
|
adjusted diluted earnings per share increased
20.8%
, or
$0.10
, to
$0.58
per share; and
|
◦
|
adjusted diluted earnings per share, excluding Brakes, increased
7.0%
, or
$0.03
, to
$0.51
per share.
|
•
|
Sales:
|
◦
|
increased
11.0%
, or $
2.7 billion
, to
$27.4 billion
;
|
◦
|
adjusted sales, excluding Brakes, increased
0.4%
, or
$97.3 million
, to
$24.8 billion
;
|
•
|
Operating income:
|
◦
|
increased
14.4%
, or $
133.2 million
, to $
1.1 billion
;
|
◦
|
adjusted operating income increased
25.6%
, or $
241.4 million
, to $
1.2 billion
;
|
◦
|
adjusted operating income, excluding Brakes, increased
14.1%
, or
$132.6 million
, to
$1.1 billion
;
|
•
|
Net earnings:
|
◦
|
increased
15.9%
, or $
82.2 million
, to
$599.1 million
;
|
◦
|
adjusted net earnings increased
18.4%
, or
$107.8 million
, to
$694.9 million
;
|
◦
|
adjusted net earnings, excluding Brakes, increased
8.0%
, or
$46.8 million
, to
$633.9 million
;
|
•
|
Basic earnings per share:
|
◦
|
increased
22.5%
, or
$0.20
, to
$1.09
per share;
|
•
|
Diluted earnings per share:
|
◦
|
increased
22.7%
, or
$0.20
, to
$1.08
per share;
|
◦
|
adjusted diluted earnings per share increased
25.0%
, or
$0.25
, to
$1.25
per share; and
|
◦
|
adjusted diluted earnings per share, excluding Brakes, increased
14.0%
, or
$0.14
, to
$1.14
per share.
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||
|
Dec. 31, 2016
|
|
Dec. 26, 2015
|
|
Dec. 31, 2016
|
|
Dec. 26, 2015
|
||||
Sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
80.9
|
|
|
82.3
|
|
|
80.8
|
|
|
82.2
|
|
Gross profit
|
19.1
|
|
|
17.7
|
|
|
19.2
|
|
|
17.8
|
|
Operating expenses
|
15.5
|
|
|
14.2
|
|
|
15.3
|
|
|
14.0
|
|
Operating income
|
3.7
|
|
|
3.6
|
|
|
3.9
|
|
|
3.7
|
|
Interest expense
|
0.5
|
|
|
0.4
|
|
|
0.5
|
|
|
0.7
|
|
Other expense (income), net
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
Earnings before income taxes
|
3.1
|
|
|
3.2
|
|
|
3.4
|
|
|
3.1
|
|
Income taxes
|
1.1
|
|
|
1.0
|
|
|
1.2
|
|
|
1.0
|
|
Net earnings
|
2.0
|
%
|
|
2.2
|
%
|
|
2.2
|
%
|
|
2.1
|
%
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
|
||
Sales
|
10.7
|
%
|
|
11.0
|
%
|
|
Cost of sales
|
8.9
|
|
|
9.1
|
|
|
Gross profit
|
19.2
|
|
|
19.8
|
|
|
Operating expenses
|
20.6
|
|
|
21.2
|
|
|
Operating income
|
13.8
|
|
|
14.4
|
|
|
Interest expense
|
52.9
|
|
|
(16.2
|
)
|
|
Other expense (income), net
|
(70.1
|
)
|
(1)
|
(58.5
|
)
|
(2)
|
Earnings before income taxes
|
7.5
|
|
|
19.1
|
|
|
Income taxes
|
22.1
|
|
|
25.5
|
|
|
Net earnings
|
1.0
|
%
|
|
15.9
|
%
|
|
Basic earnings per share
|
4.2
|
%
|
|
22.5
|
%
|
|
Diluted earnings per share
|
4.2
|
|
|
22.7
|
|
|
Average shares outstanding
|
(3.8
|
)
|
|
(5.4
|
)
|
|
Diluted shares outstanding
|
(3.7
|
)
|
|
(5.2
|
)
|
|
|
13-Week Period Ended Dec. 31, 2016
|
||||||||||||||||||||||||||||||
|
U.S. Foodservice Operations
|
|
International Foodservice Operations
|
|
Brakes
|
|
International Foodservice Operations Excluding Brakes
(Non-GAAP) |
|
SYGMA
|
|
Other
|
|
Corporate
|
|
Consolidated
Totals |
||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||
Sales
|
$
|
9,085,565
|
|
|
$
|
2,625,949
|
|
|
$
|
1,328,900
|
|
|
$
|
1,297,048
|
|
|
$
|
1,520,182
|
|
|
$
|
225,572
|
|
|
$
|
—
|
|
|
$
|
13,457,268
|
|
Sales increase (decrease)
|
(0.5
|
)%
|
|
105.0
|
%
|
|
NM
|
|
|
1.3
|
%
|
|
0.9
|
%
|
|
(2.2
|
)%
|
|
|
|
10.7
|
%
|
|||||||||
Percentage of total
|
67.5
|
%
|
|
19.5
|
%
|
|
9.9
|
%
|
|
9.6
|
%
|
|
11.3
|
%
|
|
1.7
|
%
|
|
|
|
100.0
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Operating income
|
$
|
681,321
|
|
|
$
|
84,814
|
|
|
$
|
43,820
|
|
|
$
|
40,994
|
|
|
$
|
3,155
|
|
|
$
|
3,793
|
|
|
$
|
(280,666
|
)
|
|
$
|
492,417
|
|
Operating income increase (decrease)
|
9.0
|
%
|
|
100.9
|
%
|
|
NM
|
|
|
(2.9
|
)%
|
|
(44.2
|
)%
|
|
(40.5
|
)%
|
|
|
|
13.8
|
%
|
|||||||||
Percentage of total
|
88.1
|
%
|
|
11.0
|
%
|
|
5.7
|
%
|
|
5.3
|
%
|
|
0.4
|
%
|
|
0.5
|
%
|
|
|
|
100.0
|
%
|
|||||||||
Operating income as a percentage of sales
|
7.5
|
%
|
|
3.2
|
%
|
|
3.3
|
%
|
|
3.2
|
%
|
|
0.2
|
%
|
|
1.7
|
%
|
|
|
|
3.7
|
%
|
|
13-Week Period Ended Dec. 26, 2015
|
||||||||||||||||||||||
|
U.S. Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Corporate
|
|
Consolidated
Totals |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Sales
|
$
|
9,135,326
|
|
|
$
|
1,280,775
|
|
|
$
|
1,506,836
|
|
|
$
|
230,689
|
|
|
$
|
—
|
|
|
$
|
12,153,626
|
|
Percentage of total
|
75.2
|
%
|
|
10.5
|
%
|
|
12.4
|
%
|
|
1.9
|
%
|
|
|
|
100.0
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
$
|
625,216
|
|
|
$
|
42,212
|
|
|
$
|
5,659
|
|
|
$
|
6,380
|
|
|
$
|
(246,884
|
)
|
|
$
|
432,583
|
|
Percentage of total
|
92.0
|
%
|
|
6.2
|
%
|
|
0.8
|
%
|
|
0.9
|
%
|
|
|
|
100.0
|
%
|
|||||||
Operating income as a percentage of sales
|
6.8
|
%
|
|
3.3
|
%
|
|
0.4
|
%
|
|
2.8
|
%
|
|
|
|
3.6
|
%
|
|
26-Week Period Ended Dec. 31, 2016
|
||||||||||||||||||||||||||||||
|
U.S. Foodservice Operations
|
|
International Foodservice Operations
|
|
Brakes
|
|
International Foodservice Operations Excluding Brakes
(Non-GAAP) |
|
SYGMA
|
|
Other
|
|
Corporate
|
|
Consolidated
Totals |
||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||
Sales
|
$
|
18,566,681
|
|
|
$
|
5,354,310
|
|
|
$
|
2,612,423
|
|
|
$
|
2,741,887
|
|
|
$
|
3,024,874
|
|
|
$
|
480,057
|
|
|
$
|
—
|
|
|
$
|
27,425,922
|
|
Sales increase (decrease)
|
0.1
|
%
|
|
100.5
|
%
|
|
NM
|
|
|
2.7
|
%
|
|
2.4
|
%
|
|
(12.6
|
)%
|
|
|
|
11.0
|
%
|
|||||||||
Percentage of total
|
67.7
|
%
|
|
19.5
|
%
|
|
9.5
|
%
|
|
10.0
|
%
|
|
11.0
|
%
|
|
1.7
|
%
|
|
|
|
100.0
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Operating income
|
$
|
1,426,552
|
|
|
$
|
164,249
|
|
|
$
|
64,029
|
|
|
$
|
100,220
|
|
|
$
|
8,062
|
|
|
$
|
11,794
|
|
|
$
|
(551,407
|
)
|
|
$
|
1,059,250
|
|
Operating income increase (decrease)
|
8.7
|
%
|
|
74.5
|
%
|
|
NM
|
|
|
6.5
|
%
|
|
(25.2
|
)%
|
|
(31.2
|
)%
|
|
|
|
14.4
|
%
|
|||||||||
Percentage of total
|
88.6
|
%
|
|
10.2
|
%
|
|
4.0
|
%
|
|
6.2
|
%
|
|
0.5
|
%
|
|
0.7
|
%
|
|
|
|
100.0
|
%
|
|||||||||
Operating income as a percentage of sales
|
7.7
|
%
|
|
3.1
|
%
|
|
2.5
|
%
|
|
3.7
|
%
|
|
0.3
|
%
|
|
2.5
|
%
|
|
|
|
3.9
|
%
|
|
26-Week Period Ended Dec. 26, 2015
|
||||||||||||||||||||||
|
U.S. Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Corporate
|
|
Consolidated
Totals |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Sales
|
$
|
18,543,249
|
|
|
$
|
2,671,034
|
|
|
$
|
2,952,741
|
|
|
$
|
549,213
|
|
|
$
|
—
|
|
|
$
|
24,716,237
|
|
Percentage of total
|
75.1
|
%
|
|
10.8
|
%
|
|
11.9
|
%
|
|
2.2
|
%
|
|
|
|
100.0
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
$
|
1,311,885
|
|
|
$
|
94,132
|
|
|
$
|
10,782
|
|
|
$
|
17,150
|
|
|
$
|
(507,892
|
)
|
|
$
|
926,057
|
|
Percentage of total
|
91.5
|
%
|
|
6.6
|
%
|
|
0.8
|
%
|
|
1.2
|
%
|
|
|
|
100.0
|
%
|
|||||||
Operating income as a percentage of sales
|
7.1
|
%
|
|
3.5
|
%
|
|
0.4
|
%
|
|
3.1
|
%
|
|
|
|
3.7
|
%
|
|
13-Week Period Ended Dec. 31, 2016
|
|
13-Week Period Ended Dec. 26, 2015
|
|
13-Week Period Ended Change in Dollars
|
|
13-Week Period % Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Sales
|
$
|
9,085,565
|
|
|
$
|
9,135,326
|
|
|
$
|
(49,761
|
)
|
|
(0.5
|
)%
|
Gross profit
|
1,823,023
|
|
|
1,759,390
|
|
|
63,633
|
|
|
3.6
|
|
|||
Operating expenses
|
1,141,701
|
|
|
1,134,174
|
|
|
7,527
|
|
|
0.7
|
|
|||
Operating income
|
$
|
681,322
|
|
|
$
|
625,216
|
|
|
$
|
56,106
|
|
|
9.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
$
|
1,823,023
|
|
|
$
|
1,759,390
|
|
|
$
|
63,633
|
|
|
3.6
|
%
|
Adjusted operating expenses (Non-GAAP)
|
1,141,231
|
|
|
1,133,613
|
|
|
7,618
|
|
|
0.7
|
|
|||
Adjusted operating income (Non-GAAP)
|
$
|
681,792
|
|
|
$
|
625,777
|
|
|
$
|
56,015
|
|
|
9.0
|
%
|
|
26-Week Period Ended Dec. 31, 2016
|
|
26-Week Period Ended Dec. 26, 2015
|
|
26-Week Period Ended Change in Dollars
|
|
26-Week Period % Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Sales
|
$
|
18,566,681
|
|
|
$
|
18,543,249
|
|
|
$
|
23,432
|
|
|
0.1
|
%
|
Gross profit
|
3,736,138
|
|
|
3,593,744
|
|
|
142,394
|
|
|
4.0
|
|
|||
Operating expenses
|
2,309,585
|
|
|
2,281,859
|
|
|
27,726
|
|
|
1.2
|
|
|||
Operating income
|
$
|
1,426,553
|
|
|
$
|
1,311,885
|
|
|
$
|
114,668
|
|
|
8.7
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
$
|
3,736,138
|
|
|
$
|
3,593,744
|
|
|
$
|
142,394
|
|
|
4.0
|
%
|
Adjusted operating expenses (Non-GAAP)
|
2,309,115
|
|
|
2,280,426
|
|
|
28,689
|
|
|
1.3
|
|
|||
Adjusted operating income (Non-GAAP)
|
$
|
1,427,023
|
|
|
$
|
1,313,318
|
|
|
$
|
113,705
|
|
|
8.7
|
%
|
|
Increase (Decrease)
|
|||||
|
13-Week Period
|
|||||
|
(Dollars in millions)
|
|||||
Cause of change
|
Percentage
|
|
Dollars
|
|||
Case volume
|
—
|
%
|
|
$
|
(1.0
|
)
|
Deflation
|
(2.0
|
)
|
|
(184.0
|
)
|
|
Acquisitions
|
0.4
|
|
|
33.0
|
|
|
Other
(1)
|
1.1
|
|
|
102.2
|
|
|
Total sales decrease
|
(0.5
|
)%
|
|
$
|
(49.8
|
)
|
|
13-Week Period Ended Dec. 31, 2016
|
|
13-Week Period Ended Dec. 26, 2015
|
|
13-Week Period Ended Change in Dollars
|
|
13-Week Period % Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Sales
|
$
|
2,625,950
|
|
|
$
|
1,280,775
|
|
|
$
|
1,345,175
|
|
|
105.0
|
%
|
Gross profit
|
576,215
|
|
|
221,198
|
|
|
355,017
|
|
|
160.5
|
|
|||
Operating expenses
|
491,401
|
|
|
178,986
|
|
|
312,415
|
|
|
174.5
|
|
|||
Operating income
|
$
|
84,814
|
|
|
$
|
42,212
|
|
|
$
|
42,602
|
|
|
100.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross profit
|
$
|
576,215
|
|
|
$
|
221,198
|
|
|
$
|
355,017
|
|
|
160.5
|
%
|
Adjusted operating expenses (Non-GAAP)
|
465,518
|
|
|
178,400
|
|
|
287,118
|
|
|
160.9
|
|
|||
Adjusted operating income (Non-GAAP)
|
$
|
110,697
|
|
|
$
|
42,798
|
|
|
$
|
67,899
|
|
|
158.6
|
%
|
|
26-Week Period Ended Dec. 31, 2016
|
|
26-Week Period Ended Dec. 26, 2015
|
|
26-Week Period Ended Change in Dollars
|
|
26-Week Period % Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Sales
|
$
|
5,354,311
|
|
|
$
|
2,671,034
|
|
|
$
|
2,683,277
|
|
|
100.5
|
%
|
Gross profit
|
1,174,621
|
|
|
466,660
|
|
|
707,961
|
|
|
151.7
|
|
|||
Operating expenses
|
1,010,372
|
|
|
372,528
|
|
|
637,844
|
|
|
171.2
|
|
|||
Operating income
|
$
|
164,249
|
|
|
$
|
94,132
|
|
|
$
|
70,117
|
|
|
74.5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
$
|
1,174,621
|
|
|
$
|
466,660
|
|
|
$
|
707,961
|
|
|
151.7
|
%
|
Adjusted operating expenses (Non-GAAP)
|
960,312
|
|
|
370,699
|
|
|
589,613
|
|
|
159.1
|
|
|||
Adjusted operating income (Non-GAAP)
|
$
|
214,309
|
|
|
$
|
95,961
|
|
|
$
|
118,348
|
|
|
123.3
|
%
|
|
Increase (Decrease)
|
|||||
|
13-Week Period
|
|||||
|
(Dollars in millions)
|
|||||
Cause of change
|
Percentage
|
|
Dollars
|
|||
Case volume
|
(2.3
|
)%
|
|
$
|
(29.3
|
)
|
Acquisitions
(1)
|
105.7
|
|
|
1,375.3
|
|
|
Foreign currency
|
—
|
|
|
(4.5
|
)
|
|
Other
|
2.0
|
|
|
3.7
|
|
|
Total sales increase
|
105.0
|
%
|
|
$
|
1,345.2
|
|
|
13-Week Period Ended Dec. 31, 2016
|
|
13-Week Period Ended Dec. 26, 2015
|
|
13-Week Period Change in Dollars
|
|
13-Week Period
% Change
(3)
|
|||||||
|
(In thousands, except for share and per share data)
|
|||||||||||||
Sales
|
$
|
13,457,268
|
|
|
$
|
12,153,626
|
|
|
$
|
1,303,642
|
|
|
10.7
|
%
|
Impact of Brakes
|
(1,328,900
|
)
|
|
—
|
|
|
(1,328,900
|
)
|
|
NM
|
|
|||
Sales excluding the impact of Brakes (Non-GAAP)
|
$
|
12,128,368
|
|
|
$
|
12,153,626
|
|
|
$
|
(25,258
|
)
|
|
(0.2
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
2,079,446
|
|
|
$
|
1,724,231
|
|
|
$
|
355,215
|
|
|
20.6
|
%
|
Impact of restructuring costs
(1)
|
(40,089
|
)
|
|
(4,281
|
)
|
|
(35,808
|
)
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
(25,370
|
)
|
|
—
|
|
|
(25,370
|
)
|
|
NM
|
|
Operating expenses adjusted for certain items (Non-GAAP)
|
$
|
2,013,987
|
|
|
$
|
1,719,950
|
|
|
$
|
294,037
|
|
|
17.1
|
%
|
Impact of Brakes
|
$
|
(309,313
|
)
|
|
$
|
—
|
|
|
$
|
(309,313
|
)
|
|
NM
|
|
Impact of Brakes restructuring costs
(3)
|
1,907
|
|
|
—
|
|
|
1,907
|
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
(2)
|
20,292
|
|
|
—
|
|
|
20,292
|
|
|
NM
|
|
|||
Operating expenses adjusted for certain items and excluding the impact of Brakes (Non-GAAP)
|
$
|
1,726,873
|
|
|
$
|
1,719,950
|
|
|
$
|
6,923
|
|
|
0.4
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
492,417
|
|
|
$
|
432,583
|
|
|
$
|
59,834
|
|
|
13.8
|
%
|
Impact of restructuring costs
(1)
|
40,089
|
|
|
4,281
|
|
|
35,808
|
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
25,370
|
|
|
—
|
|
|
25,370
|
|
|
NM
|
|
|||
Operating income adjusted for certain items (Non-GAAP)
|
$
|
557,876
|
|
|
$
|
436,864
|
|
|
$
|
121,012
|
|
|
27.7
|
%
|
Impact of Brakes
|
$
|
(43,820
|
)
|
|
$
|
—
|
|
|
$
|
(43,820
|
)
|
|
NM
|
|
Impact of Brakes restructuring costs
(3)
|
(1,907
|
)
|
|
—
|
|
|
(1,907
|
)
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
(2)
|
(20,292
|
)
|
|
—
|
|
|
(20,292
|
)
|
|
NM
|
|
|||
Operating income adjusted for certain items and excluding the impact of Brakes (Non-GAAP)
|
$
|
491,857
|
|
|
$
|
436,864
|
|
|
$
|
54,993
|
|
|
12.6
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating margin (GAAP)
|
3.66
|
%
|
|
3.56
|
%
|
|
0.10
|
%
|
|
2.8
|
%
|
|||
Operating margin (Non-GAAP)
|
4.15
|
%
|
|
3.59
|
%
|
|
0.56
|
%
|
|
15.5
|
%
|
|||
Operating margin excluding Certain Items and Brakes (Non-GAAP)
|
4.06
|
%
|
|
3.59
|
%
|
|
0.47
|
%
|
|
13.2
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Interest expense (GAAP)
|
$
|
72,231
|
|
|
$
|
47,235
|
|
|
$
|
24,996
|
|
|
52.9
|
%
|
Impact of acquisition financing costs
|
—
|
|
|
—
|
|
|
—
|
|
|
NM
|
|
|||
Interest expense adjusted for certain items (Non-GAAP)
|
$
|
72,231
|
|
|
$
|
47,235
|
|
|
$
|
24,996
|
|
|
52.9
|
%
|
|
|
|
|
|
|
|
|
|||||||
Net earnings (GAAP)
|
$
|
275,167
|
|
|
$
|
272,399
|
|
|
$
|
2,768
|
|
|
1.0
|
%
|
Impact of restructuring costs
(1)
|
40,089
|
|
|
4,281
|
|
|
35,808
|
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
25,370
|
|
|
—
|
|
|
25,370
|
|
|
NM
|
|
|||
Tax impact of restructuring costs
(5)
|
(15,111
|
)
|
|
(1,315
|
)
|
|
(13,796
|
)
|
|
NM
|
|
|||
Tax impact of acquisition-related costs
(5)
|
(6,726
|
)
|
|
—
|
|
|
(6,726
|
)
|
|
NM
|
|
|||
Net earnings adjusted for certain items (Non-GAAP)
|
$
|
318,789
|
|
|
$
|
275,365
|
|
|
$
|
43,424
|
|
|
15.8
|
%
|
Impact of Brakes
|
$
|
(31,876
|
)
|
|
$
|
—
|
|
|
$
|
(31,876
|
)
|
|
NM
|
|
Impact of Brakes restructuring costs
(3)
|
(1,441
|
)
|
|
—
|
|
|
(1,441
|
)
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
(2)
|
(15,533
|
)
|
|
—
|
|
|
(15,533
|
)
|
|
NM
|
|
|||
Impact of interest expense on debt issued for the Brakes acquisition
(6)
|
19,947
|
|
|
—
|
|
|
19,947
|
|
|
NM
|
|
|||
Tax impact of interest expense on debt issued for the Brakes acquisition
(5)
|
(7,540
|
)
|
|
—
|
|
|
(7,540
|
)
|
|
NM
|
|
|||
Net earnings adjusted for certain items and excluding the impact of Brakes (Non-GAAP)
|
$
|
282,346
|
|
|
$
|
275,365
|
|
|
$
|
6,981
|
|
|
2.5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share (GAAP)
|
$
|
0.50
|
|
|
$
|
0.48
|
|
|
$
|
0.02
|
|
|
4.2
|
%
|
Impact of restructuring costs
(1)
|
0.07
|
|
|
0.01
|
|
|
0.06
|
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
0.05
|
|
|
—
|
|
|
0.05
|
|
|
NM
|
|
|||
Tax impact of restructuring costs
(5)
|
(0.03
|
)
|
|
—
|
|
|
(0.03
|
)
|
|
NM
|
|
|||
Tax impact of acquisition-related costs
(5)
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
62.9
|
|
|||
Diluted EPS adjusted for certain items (Non-GAAP)
(4)
|
$
|
0.58
|
|
|
$
|
0.48
|
|
|
$
|
0.10
|
|
|
20.8
|
%
|
Impact of Brakes
|
$
|
(0.06
|
)
|
|
$
|
—
|
|
|
$
|
(0.06
|
)
|
|
NM
|
|
Impact of Brakes restructuring costs
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
(2)
|
(0.03
|
)
|
|
—
|
|
|
(0.03
|
)
|
|
NM
|
|
|||
Impact of interest expense on debt issued for the Brakes acquisition
(6)
|
0.04
|
|
|
—
|
|
|
0.04
|
|
|
NM
|
|
|||
Tax impact of interest expense on debt issued for the Brakes acquisition
(5)
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
NM
|
|
|||
Net earnings adjusted for certain items and excluding the impact of Brakes (Non-GAAP)
(7)
|
$
|
0.51
|
|
|
$
|
0.48
|
|
|
$
|
0.03
|
|
|
7.0
|
%
|
Total Brakes accretion
|
$
|
0.07
|
|
|
$
|
—
|
|
|
$
|
0.07
|
|
|
NM
|
|
|
26-Week Period Ended Dec. 31, 2016
|
|
26-Week Period Ended Dec. 26, 2015
|
|
26-Week Period Change in Dollars
|
|
26-Week Period
% Change |
|||||||
Sales
|
$
|
27,425,922
|
|
|
$
|
24,716,237
|
|
|
$
|
2,709,685
|
|
|
11.0
|
%
|
Impact of Brakes
|
(2,612,423
|
)
|
|
—
|
|
|
(2,612,423
|
)
|
|
NM
|
|
|||
Sales excluding the impact of Brakes (Non-GAAP)
|
$
|
24,813,499
|
|
|
$
|
24,716,237
|
|
|
$
|
97,262
|
|
|
0.4
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
4,204,532
|
|
|
$
|
3,468,752
|
|
|
$
|
735,780
|
|
|
21.2
|
%
|
Impact of restructuring costs
(1)
|
(78,374
|
)
|
|
(7,470
|
)
|
|
(70,904
|
)
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
(47,079
|
)
|
|
(9,816
|
)
|
|
(37,263
|
)
|
|
NM
|
|
|||
Operating expenses adjusted for certain items (Non-GAAP)
|
$
|
4,079,079
|
|
|
$
|
3,451,466
|
|
|
$
|
627,613
|
|
|
18.2
|
%
|
Impact of Brakes
|
$
|
(632,156
|
)
|
|
$
|
—
|
|
|
$
|
(632,156
|
)
|
|
NM
|
|
Impact of Brakes restructuring costs
(3)
|
4,981
|
|
|
—
|
|
|
4,981
|
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
(2)
|
39,790
|
|
|
—
|
|
|
39,790
|
|
|
NM
|
|
|||
Operating expenses adjusted for certain items and excluding the impact of Brakes (Non-GAAP)
|
$
|
3,491,694
|
|
|
$
|
3,451,466
|
|
|
$
|
40,228
|
|
|
1.2
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
1,059,250
|
|
|
$
|
926,057
|
|
|
$
|
133,193
|
|
|
14.4
|
%
|
Impact of restructuring costs
(1)
|
78,374
|
|
|
7,470
|
|
|
70,904
|
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
47,079
|
|
|
9,816
|
|
|
37,263
|
|
|
NM
|
|
|||
Operating income adjusted for certain items (Non-GAAP)
|
$
|
1,184,703
|
|
|
$
|
943,343
|
|
|
$
|
241,360
|
|
|
25.6
|
%
|
Impact of Brakes
|
$
|
(64,029
|
)
|
|
$
|
—
|
|
|
$
|
(64,029
|
)
|
|
NM
|
|
Impact of Brakes restructuring costs
(3)
|
(4,981
|
)
|
|
—
|
|
|
(4,981
|
)
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
(2)
|
(39,790
|
)
|
|
—
|
|
|
(39,790
|
)
|
|
NM
|
|
Operating income adjusted for certain items and excluding the impact of Brakes (Non-GAAP)
|
$
|
1,075,903
|
|
|
$
|
943,343
|
|
|
$
|
132,560
|
|
|
14.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating margin (GAAP)
|
3.86
|
%
|
|
3.75
|
%
|
|
0.11
|
%
|
|
2.9
|
%
|
|||
Operating margin (Non-GAAP)
|
4.32
|
%
|
|
3.82
|
%
|
|
0.50
|
%
|
|
13.1
|
%
|
|||
Operating margin excluding Certain Items and Brakes (Non-GAAP)
|
4.34
|
%
|
|
3.82
|
%
|
|
0.52
|
%
|
|
13.6
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Interest expense (GAAP)
|
$
|
145,854
|
|
|
$
|
174,142
|
|
|
$
|
(28,288
|
)
|
|
(16.2
|
)%
|
Impact of acquisition financing costs
|
—
|
|
|
(94,835
|
)
|
|
94,835
|
|
|
NM
|
|
|||
Interest expense adjusted for certain items (Non-GAAP)
|
$
|
145,854
|
|
|
$
|
79,307
|
|
|
$
|
66,547
|
|
|
83.9
|
%
|
|
|
|
|
|
|
|
|
|||||||
Net earnings (GAAP)
|
599,054
|
|
|
516,819
|
|
|
82,235
|
|
|
15.9
|
%
|
|||
Impact of restructuring costs
(1)
|
78,374
|
|
|
7,470
|
|
|
70,904
|
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
47,079
|
|
|
9,816
|
|
|
37,263
|
|
|
NM
|
|
|||
Impact of acquisition financing costs
|
—
|
|
|
94,835
|
|
|
(94,835
|
)
|
|
NM
|
|
|||
Tax impact of restructuring costs
(5)
|
(19,072
|
)
|
|
(2,787
|
)
|
|
(16,285
|
)
|
|
NM
|
|
|||
Tax impact of acquisition-related costs
(5)
|
(10,528
|
)
|
|
(3,662
|
)
|
|
(6,866
|
)
|
|
NM
|
|
|||
Tax impact of acquisition financing costs
(5)
|
—
|
|
|
(35,383
|
)
|
|
35,383
|
|
|
NM
|
|
|||
Net earnings adjusted for certain items (Non-GAAP)
|
$
|
694,907
|
|
|
$
|
587,108
|
|
|
$
|
107,799
|
|
|
18.4
|
%
|
Impact of Brakes
|
$
|
(50,728
|
)
|
|
$
|
—
|
|
|
$
|
(50,728
|
)
|
|
NM
|
|
Impact of Brakes restructuring costs
(3)
|
(3,887
|
)
|
|
—
|
|
|
(3,887
|
)
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
(2)
|
(31,047
|
)
|
|
—
|
|
|
(31,047
|
)
|
|
NM
|
|
|||
Impact of interest expense on debt issued for the Brakes acquisition
(6)
|
39,682
|
|
|
—
|
|
|
39,682
|
|
|
NM
|
|
|||
Tax impact of interest expense on debt issued for the Brakes acquisition
(5)
|
(15,000
|
)
|
|
—
|
|
|
(15,000
|
)
|
|
NM
|
|
|||
Net earnings adjusted for certain items and excluding the impact of Brakes (Non-GAAP)
|
$
|
633,927
|
|
|
$
|
587,108
|
|
|
$
|
46,819
|
|
|
8.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share (GAAP)
|
$
|
1.08
|
|
|
$
|
0.88
|
|
|
$
|
0.20
|
|
|
22.7
|
%
|
Impact of restructuring costs
(1)
|
0.14
|
|
|
0.01
|
|
|
0.13
|
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
0.08
|
|
|
0.02
|
|
|
0.06
|
|
|
NM
|
|
|||
Impact of acquisition financing costs
|
—
|
|
|
0.16
|
|
|
(0.16
|
)
|
|
NM
|
|
|||
Tax impact of restructuring costs
(5)
|
(0.03
|
)
|
|
—
|
|
|
(0.03
|
)
|
|
NM
|
|
|||
Tax impact of acquisition-related costs
(5)
|
(0.02
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
NM
|
|
|||
Tax impact of acquisition financing costs
(5)
|
—
|
|
|
(0.06
|
)
|
|
0.06
|
|
|
NM
|
|
|||
Diluted EPS adjusted for certain items (Non-GAAP)
(4)
|
$
|
1.25
|
|
|
$
|
1.00
|
|
|
$
|
0.25
|
|
|
25.0
|
%
|
Impact of Brakes
|
$
|
(0.09
|
)
|
|
$
|
—
|
|
|
$
|
(0.09
|
)
|
|
NM
|
|
Impact of Brakes restructuring costs
(3)
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
(2)
|
(0.06
|
)
|
|
—
|
|
|
(0.06
|
)
|
|
NM
|
|
|||
Impact of interest expense on debt issued for the Brakes acquisition
(6)
|
0.07
|
|
|
—
|
|
|
0.07
|
|
|
NM
|
|
|||
Tax impact of interest expense on debt issued for the Brakes acquisition
(5)
|
(0.03
|
)
|
|
—
|
|
|
(0.03
|
)
|
|
NM
|
|
|||
Net earnings adjusted for certain items and excluding the impact of Brakes (Non-GAAP)
(4)
|
$
|
1.14
|
|
|
$
|
1.00
|
|
|
$
|
0.14
|
|
|
14.0
|
%
|
Total Brakes accretion
|
$
|
0.11
|
|
|
$
|
—
|
|
|
$
|
0.11
|
|
|
NM
|
|
|
13-Week Period Ended Dec. 31, 2016
|
|
13-Week Period Ended Dec. 26, 2015
|
|
13-Week Period Ended Change in Dollars
|
|
13-Week Period % Change
|
|||||||
U.S. FOODSERVICE OPERATIONS
|
|
|
|
|
|
|
|
|||||||
Sales (GAAP)
|
$
|
9,085,565
|
|
|
$
|
9,135,326
|
|
|
$
|
(49,761
|
)
|
|
(0.5
|
)%
|
Gross Profit (GAAP)
|
1,823,023
|
|
|
1,759,390
|
|
|
63,633
|
|
|
3.6
|
|
|||
Gross Margin (GAAP)
|
20.1
|
%
|
|
19.3
|
%
|
|
0.7
|
%
|
|
3.5
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
1,141,701
|
|
|
$
|
1,134,174
|
|
|
$
|
7,527
|
|
|
0.7
|
%
|
Impact of restructuring costs
|
(470
|
)
|
|
(561
|
)
|
|
91
|
|
|
NM
|
|
|||
Operating expenses adjusted for certain items (Non-GAAP)
|
$
|
1,141,231
|
|
|
$
|
1,133,613
|
|
|
$
|
7,618
|
|
|
0.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Operating income (GAAP)
|
$
|
681,321
|
|
|
$
|
625,216
|
|
|
$
|
56,105
|
|
|
9.0
|
%
|
Impact of restructuring costs
|
470
|
|
|
561
|
|
|
(91
|
)
|
|
NM
|
|
|||
Operating income adjusted for certain items (Non-GAAP)
|
$
|
681,791
|
|
|
$
|
625,777
|
|
|
$
|
56,014
|
|
|
9.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
INTERNATIONAL FOODSERVICE OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sales (GAAP)
|
$
|
2,625,949
|
|
|
$
|
1,280,775
|
|
|
$
|
1,345,174
|
|
|
NM
|
|
Gross Profit (GAAP)
|
576,215
|
|
|
221,198
|
|
|
355,017
|
|
|
NM
|
|
|||
Gross Margin (GAAP)
|
21.9
|
%
|
|
17.3
|
%
|
|
4.6
|
%
|
|
26.6
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
491,401
|
|
|
$
|
178,986
|
|
|
$
|
312,415
|
|
|
NM
|
|
Impact of restructuring costs
(1)
|
(5,590
|
)
|
|
(586
|
)
|
|
(5,004
|
)
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
(20,293
|
)
|
|
—
|
|
|
(20,293
|
)
|
|
NM
|
|
|||
Operating expenses adjusted for certain items (Non-GAAP)
|
$
|
465,518
|
|
|
$
|
178,400
|
|
|
$
|
287,118
|
|
|
NM
|
|
Impact of Brakes
|
(309,313
|
)
|
|
—
|
|
|
(309,313
|
)
|
|
NM
|
|
|||
Impact of Brakes restructuring costs
|
1,907
|
|
|
—
|
|
|
1,907
|
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
|
20,292
|
|
|
—
|
|
|
20,292
|
|
|
NM
|
|
|||
Operating expenses adjusted for certain items and excluding the impact of Brakes (Non-GAAP)
|
$
|
178,404
|
|
|
$
|
178,400
|
|
|
$
|
4
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Operating income (GAAP)
|
$
|
84,814
|
|
|
$
|
42,212
|
|
|
$
|
42,602
|
|
|
NM
|
|
Impact of restructuring costs
(1)
|
5,590
|
|
|
586
|
|
|
5,004
|
|
|
NM
|
|
|||
Impact of acquisition related costs
(2)
|
20,293
|
|
|
—
|
|
|
20,293
|
|
|
NM
|
|
|||
Operating income adjusted for certain items (Non-GAAP)
|
$
|
110,697
|
|
|
$
|
42,798
|
|
|
$
|
67,899
|
|
|
NM
|
|
Impact of Brakes
|
(43,820
|
)
|
|
—
|
|
|
(43,820
|
)
|
|
NM
|
|
|||
Impact of Brakes restructuring costs
|
(1,907
|
)
|
|
—
|
|
|
(1,907
|
)
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
|
(20,292
|
)
|
|
—
|
|
|
(20,292
|
)
|
|
NM
|
|
|||
Operating income adjusted for certain items and excluding the impact of Brakes (Non-GAAP)
|
$
|
44,678
|
|
|
$
|
42,798
|
|
|
$
|
1,880
|
|
|
4.4
|
%
|
U.S. FOODSERVICE OPERATIONS
|
26-Week Period Ended Dec. 31, 2016
|
|
26-Week Period Ended Dec. 26, 2015
|
|
26-Week Period Change in Dollars
|
|
26-Week Period
% Change |
|||||||
Sales (GAAP)
|
$
|
18,566,681
|
|
|
$
|
18,543,249
|
|
|
$
|
23,432
|
|
|
0.1
|
%
|
Gross Profit (GAAP)
|
3,736,138
|
|
|
3,593,744
|
|
|
142,394
|
|
|
4.0
|
|
|||
Gross Margin (GAAP)
|
20.1
|
%
|
|
19.4
|
%
|
|
0.7
|
%
|
|
3.5
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
2,309,585
|
|
|
$
|
2,281,859
|
|
|
$
|
27,726
|
|
|
1.2
|
%
|
Impact of restructuring costs
|
(470
|
)
|
|
(1,433
|
)
|
|
963
|
|
|
NM
|
|
|||
Operating expenses adjusted for certain items (Non-GAAP)
|
$
|
2,309,115
|
|
|
$
|
2,280,426
|
|
|
$
|
28,689
|
|
|
1.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
1,426,552
|
|
|
$
|
1,311,885
|
|
|
$
|
114,667
|
|
|
8.7
|
%
|
Impact of restructuring costs
|
470
|
|
|
1,433
|
|
|
(963
|
)
|
|
NM
|
|
|||
Operating income adjusted for certain items (Non-GAAP)
|
$
|
1,427,022
|
|
|
$
|
1,313,318
|
|
|
$
|
113,704
|
|
|
8.7
|
%
|
|
|
|
|
|
|
|
|
|||||||
INTERNATIONAL FOODSERVICE OPERATIONS
|
|
|
|
|
|
|
|
|||||||
Sales (GAAP)
|
$
|
5,354,310
|
|
|
$
|
2,671,034
|
|
|
$
|
2,683,276
|
|
|
NM
|
|
Gross Profit (GAAP)
|
1,174,621
|
|
|
466,660
|
|
|
707,961
|
|
|
NM
|
|
|||
Gross Margin (GAAP)
|
21.9
|
%
|
|
17.5
|
%
|
|
4.4
|
%
|
|
25.1
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
1,010,372
|
|
|
$
|
372,528
|
|
|
$
|
637,844
|
|
|
NM
|
|
Impact of restructuring costs
(1)
|
(10,271
|
)
|
|
(1,829
|
)
|
|
(8,442
|
)
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
(39,790
|
)
|
|
—
|
|
|
(39,790
|
)
|
|
NM
|
|
|||
Operating expenses adjusted for certain items (Non-GAAP)
|
$
|
960,312
|
|
|
$
|
370,699
|
|
|
$
|
589,613
|
|
|
NM
|
|
Impact of Brakes
|
$
|
(632,156
|
)
|
|
$
|
—
|
|
|
$
|
(632,156
|
)
|
|
NM
|
|
Impact of Brakes restructuring costs
|
4,981
|
|
|
—
|
|
|
4,981
|
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
|
39,790
|
|
|
—
|
|
|
39,790
|
|
|
NM
|
|
|||
Operating expenses adjusted for certain items and excluding the impact of Brakes (Non-GAAP)
|
$
|
372,927
|
|
|
$
|
370,699
|
|
|
$
|
2,228
|
|
|
0.6
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
164,249
|
|
|
$
|
94,132
|
|
|
$
|
70,117
|
|
|
74.49
|
%
|
Impact of restructuring costs
(1)
|
10,271
|
|
|
1,829
|
|
|
8,442
|
|
|
NM
|
|
|||
Impact of acquisition related costs
(2)
|
39,790
|
|
|
—
|
|
|
39,790
|
|
|
NM
|
|
|||
Operating income adjusted for certain items (Non-GAAP)
|
$
|
214,309
|
|
|
$
|
95,961
|
|
|
$
|
118,348
|
|
|
NM
|
|
Impact of Brakes
|
$
|
(64,029
|
)
|
|
$
|
—
|
|
|
$
|
(64,029
|
)
|
|
NM
|
|
Impact of Brakes restructuring costs
|
(4,981
|
)
|
|
—
|
|
|
(4,981
|
)
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
|
(39,790
|
)
|
|
—
|
|
|
(39,790
|
)
|
|
NM
|
|
|||
Operating income adjusted for certain items and excluding the impact of Brakes (Non-GAAP)
|
$
|
105,509
|
|
|
$
|
95,961
|
|
|
$
|
9,548
|
|
|
9.9
|
%
|
|
13-Week Period Change
|
|
26-Week Period Change
|
||||
Decrease in cost per case
|
$
|
(0.026
|
)
|
|
$
|
(0.036
|
)
|
Impact of Certain Items
(1)
|
(0.002
|
)
|
|
(0.003
|
)
|
||
Decrease in adjusted cost per case (Non-GAAP basis)
|
$
|
(0.024
|
)
|
|
$
|
(0.033
|
)
|
Form of calculation:
|
Net earnings (GAAP)
|
Impact of Certain Items on net earnings
|
Adjusted net earnings (Non-GAAP)
|
|
Invested Capital (GAAP)
|
Adjustments to invested capital
|
Adjusted Invested capital (GAAP)
|
|
Return on investment capital (GAAP)
|
Return on investment capital (Non-GAAP)
|
|
Year Ended
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
July 2, 2016
|
June 27, 2015
|
Period Change
$ |
26-Week
Period Ended Dec. 31, 2016 |
26-Week
Period Ended Dec 26, 2015 |
Period Change
$ |
Cumulative 18-month Change $
results |
||||||||||||||||||||
Sales
|
$
|
50,366,919
|
|
|
$
|
48,680,752
|
|
|
$
|
1,686,167
|
|
|
$
|
27,425,922
|
|
|
$
|
24,716,237
|
|
|
$
|
2,709,685
|
|
|
|
||
Impact of Brakes
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,612,423
|
)
|
|
—
|
|
|
(2,612,423
|
)
|
|
|
||||||||
Sales excluding the impact of Brakes (Non-GAAP)
|
$
|
50,366,919
|
|
|
$
|
48,680,752
|
|
|
$
|
1,686,167
|
|
|
$
|
24,813,499
|
|
|
$
|
24,716,237
|
|
|
$
|
97,262
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gross profit
|
$
|
9,040,472
|
|
|
$
|
8,551,516
|
|
|
$
|
488,956
|
|
|
$
|
5,263,782
|
|
|
$
|
4,394,809
|
|
|
$
|
868,973
|
|
|
|
||
Impact of Brakes
|
—
|
|
|
—
|
|
|
—
|
|
|
(696,184
|
)
|
|
—
|
|
|
(696,184
|
)
|
|
|
||||||||
Gross profit excluding the impact of Brakes (Non-GAAP)
|
$
|
9,040,472
|
|
|
$
|
8,551,516
|
|
|
$
|
488,956
|
|
|
$
|
4,567,598
|
|
|
$
|
4,394,809
|
|
|
$
|
172,789
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gross margin
|
17.95
|
%
|
|
17.57
|
%
|
|
0.38
|
%
|
|
19.19
|
%
|
|
17.78
|
%
|
|
1.41
|
%
|
|
|
||||||||
Impact of Brakes
|
—
|
|
|
—
|
|
|
—
|
|
|
0.79
|
%
|
|
—
|
|
|
0.79
|
%
|
|
|
||||||||
Gross margin excluding the impact of Brakes (Non-GAAP)
|
17.95
|
%
|
|
17.57
|
%
|
|
0.38
|
%
|
|
18.41
|
%
|
|
17.78
|
%
|
|
0.63
|
%
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating expenses (GAAP)
|
$
|
7,189,972
|
|
|
$
|
7,322,154
|
|
|
$
|
(132,182
|
)
|
|
$
|
4,204,532
|
|
|
$
|
3,468,752
|
|
|
$
|
735,780
|
|
|
|
||
Impact of restructuring costs
(1)
|
(123,134
|
)
|
|
(7,801
|
)
|
|
(115,333
|
)
|
|
(78,374
|
)
|
|
(7,470
|
)
|
|
(70,904
|
)
|
|
|
||||||||
Impact of acquisition-related costs
(2)
|
(35,614
|
)
|
|
(554,667
|
)
|
|
519,052
|
|
|
(47,079
|
)
|
|
(9,816
|
)
|
|
(37,264
|
)
|
|
|
||||||||
Operating expenses adjusted for certain items (Non-GAAP)
|
$
|
7,031,224
|
|
|
$
|
6,759,686
|
|
|
$
|
271,537
|
|
|
$
|
4,079,079
|
|
|
$
|
3,451,466
|
|
|
$
|
627,613
|
|
|
|
||
Impact of Brakes
|
—
|
|
|
—
|
|
|
—
|
|
|
(632,156
|
)
|
|
—
|
|
|
(632,156
|
)
|
|
|
||||||||
Impact of Brakes restructuring costs
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
4,981
|
|
|
—
|
|
|
4,981
|
|
|
|
||||||||
Impact of Brakes acquisition-related costs
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
39,790
|
|
|
—
|
|
|
39,790
|
|
|
|
||||||||
Operating expenses adjusted for certain items and excluding the impact of Brakes (Non-GAAP)
|
$
|
7,031,224
|
|
|
$
|
6,759,686
|
|
|
$
|
271,537
|
|
|
$
|
3,491,694
|
|
|
$
|
3,451,466
|
|
|
$
|
40,228
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income (GAAP)
|
$
|
1,850,500
|
|
|
$
|
1,229,362
|
|
|
$
|
621,138
|
|
|
$
|
1,059,250
|
|
|
$
|
926,057
|
|
|
$
|
133,193
|
|
|
$
|
754,331
|
|
Impact of restructuring costs
(1)
|
123,134
|
|
|
7,801
|
|
|
115,333
|
|
|
78,374
|
|
|
7,470
|
|
|
70,904
|
|
|
186,237
|
|
|||||||
Impact of acquisition-related costs
(2)
|
35,614
|
|
|
554,667
|
|
|
(519,052
|
)
|
|
47,079
|
|
|
9,816
|
|
|
37,264
|
|
|
(481,789
|
)
|
|||||||
Operating income adjusted for certain items (Non-GAAP)
|
$
|
2,009,248
|
|
|
$
|
1,791,830
|
|
|
$
|
217,419
|
|
|
$
|
1,184,703
|
|
|
$
|
943,343
|
|
|
$
|
241,360
|
|
|
$
|
458,778
|
|
Impact of Brakes
|
—
|
|
|
—
|
|
|
—
|
|
|
(64,029
|
)
|
|
—
|
|
|
(64,029
|
)
|
|
(64,029
|
)
|
|||||||
Impact of Brakes restructuring costs
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,981
|
)
|
|
—
|
|
|
(4,981
|
)
|
|
(4,981
|
)
|
|||||||
Impact of Brakes acquisition-related costs
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,790
|
)
|
|
—
|
|
|
(39,790
|
)
|
|
(39,790
|
)
|
|||||||
Operating income adjusted for certain items and excluding the impact of Brakes (Non-GAAP)
|
$
|
2,009,248
|
|
|
$
|
1,791,830
|
|
|
$
|
217,419
|
|
|
$
|
1,075,903
|
|
|
$
|
943,343
|
|
|
$
|
132,560
|
|
|
$
|
349,979
|
|
•
|
Cash flows from operations were $
604.9 million
in 2017, compared to $
468.9 million
in 2016;
|
•
|
Capital expenditures totaled $
285.7 million
in 2017, compared to $
248.2 million
in 2016;
|
•
|
Free cash flow was
$330.9 million
in 2017, compared to
$231.5 million
in 2016 (see "Non-GAAP reconciliation" below under the heading “Free Cash Flow”);
|
•
|
Cash used for acquisition of businesses, net of cash received, was $
2.9 billion
in 2017, compared to $
98.2 million
in 2016;
|
•
|
Commercial paper and net bank borrowings were $
1.0 billion
in 2017, compared to
no
bank borrowings in 2016;
|
•
|
Dividends paid were $
343.4 million
in 2017, compared to $
348.4 million
in 2016; and
|
•
|
Cash paid for treasury stock repurchases was
$1.2 billion
in 2017, compared to
$1.5 billion
in 2016.
|
•
|
working capital requirements;
|
•
|
investments in facilities, systems, fleet, other equipment and technology;
|
•
|
return of capital to shareholders, including cash dividends and share repurchases;
|
•
|
acquisitions compatible with our overall growth strategy;
|
•
|
contributions to our various retirement plans; and
|
•
|
debt repayments.
|
•
|
our cash flows from operations;
|
•
|
the availability of additional capital under our existing commercial paper programs, supported by our revolving credit facility and bank line of credit; and
|
•
|
our ability to access capital from financial markets, including issuances of debt securities, either privately or under our shelf registration statement filed with the Securities and Exchange Commission (SEC).
|
|
26-Week Period Ended Dec. 31, 2016
|
|
26-Week Period Ended Dec. 26, 2015
|
||||
|
(In thousands)
|
||||||
Net cash provided by operating activities (GAAP)
|
$
|
604,924
|
|
|
$
|
468,881
|
|
Additions to plant and equipment
|
(285,692
|
)
|
|
(248,233
|
)
|
||
Proceeds from sales of plant and equipment
|
11,639
|
|
|
10,827
|
|
||
Free Cash Flow (Non-GAAP)
|
$
|
330,871
|
|
|
$
|
231,475
|
|
•
|
$1.1 billion
outstanding from our commercial paper program
|
•
|
No amounts outstanding from the credit facility supporting the company’s U.S. commercial paper program.
|
•
|
expectations regarding long-term consumer demand;
|
•
|
expectations regarding earnings per share growth and the factors impacting it, including the earnings per share impact of the Brakes Acquisition, and its estimated intangible amortization expense;
|
•
|
expectations regarding future fuel costs;
|
•
|
SYGMA’s progress against key business initiatives and three-year financial targets;
|
•
|
Sysco's ability to leverage gross profit and expense growth;
|
•
|
the ability of the Brakes Group to manage its supply chain, and the related anticipated benefits;
|
•
|
anticipated fuel needs for the remainder of fiscal 2017 and fiscal 2018;
|
•
|
the impact of general economic conditions on our business and our industry;
|
•
|
expectations and goals related to cost per case for our U.S. Broadline companies;
|
•
|
expectations regarding the allocation of cash generated from operations;
|
•
|
Sysco’s expectations regarding cash held by international subsidiaries;
|
•
|
the sufficiency of our mechanisms for managing working capital and competitive pressures, and our beliefs regarding the impact of these mechanisms;
|
•
|
Sysco’s ability to meet future cash requirements, including the ability to access debt markets effectively, and maintain sufficient liquidity;
|
•
|
Sysco’s ability to effectively access the commercial paper market and long-term capital markets;
|
•
|
our expectations regarding the impact of seasonal trends on cash flow from operations and free cash flow;
|
•
|
our strategy and expectations regarding share repurchases; and
|
•
|
expectations related to our forward diesel fuel commitments.
|
•
|
periods of significant or prolonged inflation or deflation and their impact on our product costs and profitability;
|
•
|
risks related to unfavorable conditions in the U.S. economy and local markets and the impact on our results of operations and financial condition;
|
•
|
the risks related to our efforts to meet our long-term strategic objectives, including the risk that these efforts may not provide the expected benefits in our anticipated time frame, if at all, and may prove costlier than expected; the risk that the actual costs of any initiatives may be greater or less than currently expected; and the risk of adverse effects to us if past and future undertakings and the associated changes to our business do not prove to be cost effective or do not result in the level of cost savings and other benefits that we anticipated;
|
•
|
the impact of unexpected future changes to our business initiatives based on management’s subjective evaluation of our overall business needs;
|
•
|
the risk that competition in our industry may adversely impact our margins and our ability to retain customers and make it difficult for us to maintain our market share, growth rate and profitability;
|
•
|
the risk that we may not be able to fully compensate for increases in fuel costs, and forward purchase commitments intended to contain fuel costs could result in above market fuel costs;
|
•
|
the risk of interruption of supplies and increase in product costs as a result of conditions beyond our control;
|
•
|
the potential impact on our reputation and earnings of adverse publicity or lack of confidence in our products;
|
•
|
risks related to unfavorable changes to the mix of locally managed customers versus corporate-managed customers;
|
•
|
the risk that we may not realize anticipated benefits from our operating cost reduction efforts;
|
•
|
difficulties in successfully expanding into international markets and complimentary lines of business;
|
•
|
the potential impact of product liability claims;
|
•
|
the risk that we fail to comply with requirements imposed by applicable law or government regulations;
|
•
|
risks related to our ability to effectively finance and integrate acquired businesses;
|
•
|
risks related to our access to borrowed funds in order to grow and any default by us under our indebtedness that could have a material adverse impact on cash flow and liquidity;
|
•
|
our level of indebtedness and the terms of our indebtedness could adversely affect our business and liquidity position;
|
•
|
the risk that the implementation of various initiatives, the timing and successful completion of acquisitions, construction schedules and the possibility that other cash requirements could result in delays or cancellations of capital spending;
|
•
|
the risk that the results of the referendum on June 23, 2016 in the United Kingdom to exit the European Union, commonly referred to as Brexit, may adversely impact our operations in the United Kingdom, including those of the Brakes Group;
|
•
|
the risk that factors beyond management’s control, including fluctuations in the stock market, as well as management’s future subjective evaluation of the company’s needs, would impact the timing of share repurchases;
|
•
|
due to our reliance on technology, any technology disruption or delay in implementing new technology could have a material negative impact on our business;
|
•
|
the risk that a cybersecurity incident and other technology disruptions could negatively impact our business and our relationships with customers;
|
•
|
the potential requirement to pay material amounts under our multiemployer defined benefit pension plans;
|
•
|
our funding requirements for our company-sponsored qualified pension plan may increase should financial markets experience future declines;
|
•
|
labor issues, including the renegotiation of union contracts and shortage of qualified labor; and
|
•
|
the risk that the anti-takeover benefits provided by our preferred stock may not be viewed as beneficial to stockholders.
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
|||||||||
Period
|
(a) Total Number of Shares Purchased
(1)
|
(b) Average Price Paid per Share
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||||
Month #1
|
|
|
|
|
|||||
October 2 - October 29
|
4,139,594
|
|
$
|
48.33
|
|
4,139,253
|
|
—
|
|
Month #2
|
|
|
|
|
|
||||
October 30 - November 26
|
3,750,346
|
|
50.94
|
|
3,732,110
|
|
—
|
|
|
Month #3
|
|
|
|
|
|
||||
November 27 - December 31
|
3,751,518
|
|
54.72
|
|
3,747,619
|
|
—
|
|
|
|
|
|
|
|
|||||
Total
|
11,641,458
|
|
$
|
51.23
|
|
11,618,982
|
|
—
|
|
|
Sysco Corporation
|
|
(Registrant)
|
|
By
|
/s/ WILLIAM J. DELANEY
|
|
|
William J. DeLaney
|
|
|
Chief Executive Officer
|
|
|
|
Date: February 6, 2017
|
|
|
|
By
|
/s/ JOEL T. GRADE
|
|
|
Joel T. Grade
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
|
|
|
Date: February 6, 2017
|
|
|
|
|
|
3.1
|
—
|
Restated Certificate of Incorporation, incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).
|
|
|
|
3.2
|
—
|
Certificate of Amendment to Restated Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(e) to Form 10-Q for the quarter ended December 27, 2003 (File No. 1-6544).
|
|
|
|
3.3
|
—
|
Form of Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(c) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).
|
|
|
|
3.4
|
—
|
Amended and Restated Bylaws of Sysco Corporation dated August 26, 2016, incorporated by reference to Exhibit 3.2 to Form 8-K filed on August 31, 2016 (File No. 1-6544).
|
|
|
|
10.1#†
|
—
|
Amendment 2016-1 to the Sysco Corporation Management Savings Plan adopted effective November 15, 2016.
|
|
|
|
10.2
|
—
|
Credit Agreement dated November 2, 2016 between Sysco Corporation, JP Morgan Chase Bank, N.A., as Administrative Agent, and certain Lenders and Guarantors party thereto, incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 7, 2016 (File No. 1-6544).
|
|
|
|
12.1#
|
—
|
Statement regarding Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
15.1#
|
—
|
Review Report from Ernst & Young LLP dated February 6, 2017, re: unaudited financial statements.
|
|
|
|
15.2#
|
—
|
Acknowledgment letter from Ernst & Young LLP.
|
|
|
|
31.1#
|
—
|
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2#
|
—
|
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1#
|
—
|
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2#
|
—
|
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.1#
|
—
|
The following financial information from Sysco Corporation’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016 filed with the SEC on February 6, 2017, formatted in XBRL includes: (i) Consolidated Balance Sheets as of December 31, 2016, July 2, 2016 and December 26, 2015, (ii) Consolidated Results of Operations for the thirteen and twenty six week periods ended December 31, 2016 and December 26, 2015, (iii) Consolidated Statements of Comprehensive Income for the thirteen and twenty six week periods ended December 31, 2016 and December 26, 2015, (iv) Consolidated Cash Flows for the twenty six week periods ended December 31, 2016 and December 26, 2015, and (v) the Notes to Consolidated Financial Statements.
|
i.
|
The first sentence of Section 3.2 of the MSP is amended in its entirety, as follows:
|
ii.
|
Section 5.5 of the MSP is amended in its entirety, as follows:
|
iii.
|
Section 7.6 of the MSP is amended in its entirety as:
|
iv.
|
Section 9.1 of the MSP is amended by adding as new conclusion, as follows:
|
v.
|
Exhibit B of the MSP is hereby amended to exclude entities organized under the additional jurisdictions, as follows:
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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1.
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The company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2016 (“Quarterly Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
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2.
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All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.
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1.
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The company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2016 (“Quarterly Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
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2.
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All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.
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