(Mark One)
|
|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
(State or other jurisdiction of incorporation or organization)
1390 Enclave Parkway
Houston, Texas
(Address of principal executive offices)
|
|
74-1648137
(I.R.S. Employer Identification No.)
77077-2099
(Zip Code)
|
Title of Each Class
|
|
Name of each exchange on which registered
|
Common Stock, $1.00 Par Value
|
|
New York Stock Exchange
|
1.25% Notes due June 2023
|
|
New York Stock Exchange
|
Large Accelerated Filer ☑
|
|
Accelerated Filer ☐
|
Non-accelerated Filer ☐
(Do not check if a smaller reporting company)
|
|
Smaller Reporting Company ☐
|
|
|
|
|
PART I
|
Page No.
|
|
|
|
|
|
|
|
|
|
Item 16.
|
||
|
•
|
U.S. Foodservice Operations - primarily includes U.S. Broadline operations, custom-cut meat and seafood companies, FreshPoint (our specialty produce companies) and European Imports (a specialty import company);
|
•
|
International Foodservice Operations - 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 Sysco Labs, which includes our suite of technology solutions that help support the business needs of our customers and provides support for some of our business technology needs.
|
•
|
a full line of frozen foods, such as meats, seafood, fully prepared entrées, fruits, vegetables and desserts;
|
•
|
a full line of canned and dry foods;
|
•
|
fresh meats and seafood;
|
•
|
dairy products;
|
•
|
beverage products;
|
•
|
imported specialties; and
|
•
|
fresh produce.
|
•
|
paper products such as disposable napkins, plates and cups;
|
•
|
tableware such as china and silverware;
|
•
|
cookware such as pots, pans and utensils;
|
•
|
restaurant and kitchen equipment and supplies; and
|
•
|
cleaning supplies.
|
Principal product categories
|
2017
|
|
2016
|
|
2015
|
|||
Fresh and frozen meats
|
19
|
%
|
|
20
|
%
|
|
21
|
%
|
Canned and dry products
|
16
|
|
|
17
|
|
|
16
|
|
Frozen fruits, vegetables, bakery and other
|
15
|
|
|
13
|
|
|
13
|
|
Poultry
|
11
|
|
|
11
|
|
|
11
|
|
Dairy products
|
11
|
|
|
11
|
|
|
11
|
|
Fresh produce
|
8
|
|
|
8
|
|
|
8
|
|
Paper and disposables
|
6
|
|
|
7
|
|
|
7
|
|
Seafood
|
6
|
|
|
5
|
|
|
5
|
|
Beverage products
|
4
|
|
|
4
|
|
|
4
|
|
Janitorial products
|
2
|
|
|
2
|
|
|
2
|
|
Equipment and smallwares
|
1
|
|
|
1
|
|
|
1
|
|
Medical supplies
|
1
|
|
|
1
|
|
|
1
|
|
Totals
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Type of Customer
|
2017
|
|
2016
|
|
2015
|
|||
Restaurants
|
61
|
%
|
|
63
|
%
|
|
64
|
%
|
Healthcare
|
9
|
|
|
9
|
|
|
9
|
|
Education, government
|
9
|
|
|
8
|
|
|
8
|
|
Travel, leisure, retail
|
9
|
|
|
8
|
|
|
8
|
|
Other
(1)
|
12
|
|
|
12
|
|
|
11
|
|
Totals
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(1)
|
Other includes cafeterias that are not stand alone restaurants, bakeries, caterers, churches, civic and fraternal organizations, vending distributors, other distributors and international exports. None of these types of customers, as a group, exceeded
5%
of total sales in any of the years for which information is presented.
|
•
|
Unfavorable conditions can depress sales and/or gross margins in a given market.
|
•
|
Food cost and fuel cost inflation experienced by the consumer can lead to reductions in the frequency of dining out and the amount spent by consumers for food-away-from-home purchases, which could negatively impact our business by reducing demand for our products.
|
•
|
Heightened uncertainty in the financial markets negatively affects consumer confidence and discretionary spending, which can cause disruptions with our customers and suppliers.
|
•
|
Liquidity issues and the inability of our customers to consistently access credit markets to obtain cash to support their operations can cause temporary interruptions in our ability to conduct day-to-day transactions involving the collection of funds from such customers.
|
•
|
Liquidity issues and the inability of our suppliers to consistently access credit markets to obtain cash to support their operations can cause temporary interruptions in our ability to obtain the foodservice products and supplies needed by us in the quantities and at the prices requested.
|
•
|
the discharge of pollutants into the air, soil, and water;
|
•
|
the management and disposal of solid and hazardous materials and wastes;
|
•
|
employee exposure to hazards in the workplace; and
|
•
|
the investigation and remediation of contamination resulting from releases of petroleum products and other regulated materials.
|
•
|
limiting our ability to obtain additional financing, if needed, for working capital, capital expenditures, acquisitions, debt service requirements or other purposes;
|
•
|
increasing our vulnerability to adverse economic, industry or competitive developments;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and our industry; and
|
•
|
placing us at a competitive disadvantage compared to our competitors that have less debt.
|
Location
|
Number of Facilities
|
|
Square Feet
(in thousands)
|
|
Segment Served
(1)
|
||
Bahamas
|
1
|
|
|
200
|
|
|
I
|
Canada
|
37
|
|
|
4,597
|
|
|
I, O
|
Costa Rica
|
4
|
|
|
317
|
|
|
I
|
France
|
38
|
|
|
1,192
|
|
|
I
|
Ireland and Northern Ireland
|
3
|
|
|
587
|
|
|
I
|
Mexico
|
4
|
|
|
192
|
|
|
I
|
Panama
|
1
|
|
|
44
|
|
|
I
|
Spain
|
2
|
|
|
26
|
|
|
I
|
Sweden
|
7
|
|
|
742
|
|
|
I
|
United Kingdom
|
65
|
|
|
2,855
|
|
|
I, O
|
United States and its territories
(2)
|
162
|
|
|
37,970
|
|
|
U, I, S, O
|
Totals
|
324
|
|
|
48,722
|
|
|
|
(1)
|
Segments served include U.S. Foodservice (U), International Foodservice (I), SYGMA (S), and Other (O).
|
(2)
|
Texas, California, and Florida account for 17, 18, and 19, respectively, of the facilities located in the U.S.
|
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
|
|
|
|
|
|
|
|
|||||
April 2 – April 29
|
2,013,592
|
|
|
$
|
52.12
|
|
|
2,013,592
|
|
|
—
|
|
Month #2
|
|
|
|
|
|
|
|
|||||
April 30 – May 27
|
1,853,126
|
|
|
54.09
|
|
|
1,849,499
|
|
|
—
|
|
|
Month #3
|
|
|
|
|
|
|
|
|||||
May 28 – July 1
|
2,840,637
|
|
|
53.88
|
|
|
2,840,637
|
|
|
—
|
|
|
Total
|
6,707,355
|
|
|
$
|
53.41
|
|
|
6,703,728
|
|
|
—
|
|
(1)
|
The total number of shares purchased includes
zero
,
3,627
, and
zero
shares tendered by individuals in connection with stock option exercised in month #1, month #2, and month #3, respectively. All other shares were purchased pursuant to the publicly announced program described below.
|
|
|
6/30/2012
|
|
6/29/2013
|
|
6/28/2014
|
|
6/27/2015
|
|
7/2/2016
|
|
7/1/2017
|
Sysco Corporation
|
|
$100
|
|
$119
|
|
$136
|
|
$142
|
|
$195
|
|
$197
|
S&P 500
|
|
100
|
|
121
|
|
150
|
|
164
|
|
168
|
|
198
|
S&P 500 Food/Staple Retail Index
|
|
100
|
|
121
|
|
146
|
|
173
|
|
176
|
|
171
|
|
Fiscal Year
|
||||||||||||||||||
|
2017
(1)
|
|
2016
(1)(2)
|
|
2015
(1)
|
|
2014
(1)
|
|
2013
|
||||||||||
|
(In thousands except for per share data)
|
||||||||||||||||||
Sales
|
$
|
55,371,139
|
|
|
$
|
50,366,919
|
|
|
$
|
48,680,752
|
|
|
$
|
46,516,712
|
|
|
$
|
44,411,233
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income
|
2,053,171
|
|
|
1,850,500
|
|
|
1,229,362
|
|
|
1,587,122
|
|
|
1,658,478
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings before income taxes
|
1,766,230
|
|
|
1,433,007
|
|
|
1,008,147
|
|
|
1,475,624
|
|
|
1,547,455
|
|
|||||
Income taxes
|
623,727
|
|
|
483,385
|
|
|
321,374
|
|
|
544,091
|
|
|
555,028
|
|
|||||
Net earnings
|
$
|
1,142,503
|
|
|
$
|
949,622
|
|
|
$
|
686,773
|
|
|
$
|
931,533
|
|
|
$
|
992,427
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share
|
$
|
2.10
|
|
|
$
|
1.66
|
|
|
$
|
1.16
|
|
|
$
|
1.59
|
|
|
$
|
1.68
|
|
Diluted earnings per share
|
2.08
|
|
|
1.64
|
|
|
1.15
|
|
|
1.58
|
|
|
1.67
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per share
|
$
|
1.30
|
|
|
$
|
1.23
|
|
|
$
|
1.19
|
|
|
$
|
1.15
|
|
|
$
|
1.11
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
17,756,655
|
|
|
$
|
16,721,804
|
|
|
$
|
17,989,281
|
|
|
$
|
13,141,113
|
|
|
$
|
12,678,208
|
|
Capital expenditures
|
686,378
|
|
|
527,346
|
|
|
542,830
|
|
|
523,206
|
|
|
511,862
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Current maturities of long-term debt
(3)
|
$
|
530,075
|
|
|
$
|
8,909
|
|
|
$
|
4,979,301
|
|
|
$
|
304,777
|
|
|
$
|
207,301
|
|
Long-term debt
|
7,660,877
|
|
|
7,336,930
|
|
|
2,271,825
|
|
|
2,357,330
|
|
|
2,627,544
|
|
|||||
Total long-term debt
|
8,190,952
|
|
|
7,345,839
|
|
|
7,251,126
|
|
|
2,662,107
|
|
|
2,834,845
|
|
|||||
Shareholders’ equity
|
2,381,516
|
|
|
3,479,608
|
|
|
5,260,224
|
|
|
5,266,695
|
|
|
5,191,810
|
|
|||||
Total capitalization
|
$
|
10,572,468
|
|
|
$
|
10,825,447
|
|
|
$
|
12,511,350
|
|
|
$
|
7,928,802
|
|
|
$
|
8,026,655
|
|
Ratio of long-term debt to
capitalization (3) |
77.5
|
%
|
|
67.9
|
%
|
|
58.0
|
%
|
|
33.6
|
%
|
|
35.3
|
%
|
(1)
|
Our results of operations are impacted by Certain Items that have resulted in reduced earnings on a GAAP basis. See “Non-GAAP Reconciliations,” within Management’s Discussion and Analysis of Financial Condition and Results of Operations, for a description of these items and our results on an adjusted basis that exclude Certain Items.
|
(2)
|
Sysco’s fiscal year ends on the Saturday nearest to June 30
th
. This resulted in a
53
-week year ending
July 2, 2016
for fiscal
2016
.
|
(3)
|
Specific to fiscal 2015, our current maturities of long-term debt included senior notes issued for the proposed merger with US Foods that were required to be redeemed due to the termination of the merger agreement. We redeemed these notes in July
2015
.
|
•
|
U.S. Foodservice Operations - primarily includes U.S. Broadline, custom-cut meat and seafood companies, FreshPoint (our specialty produce companies) and European Imports (a specialty import company);
|
•
|
International Foodservice Operations - primarily includes broadline operations in Canada 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 Sysco Labs, which includes our suite of technology solutions that help support the business needs of our customers and provides support for some of our business technology needs.
|
•
|
Sales:
|
◦
|
increased
9.9%
, or
$5.0 billion
, to
$55.4 billion
;
|
◦
|
adjusted sales, on a comparable 52-week basis and excluding Brakes,
increased
1.6%
;
|
•
|
Operating income:
|
◦
|
increased
11.0%
, or
$202.7 million
, to
$2.1 billion
;
|
◦
|
adjusted operating income
increased
17.1%
, or
$343 million
, to
$2.4 billion
;
|
◦
|
adjusted operating income, on a comparable 52-week basis and excluding Brakes,
increased
12.4%
;
|
•
|
Net earnings:
|
◦
|
increased
20.3%
, or
$192.9 million
, to
$1.1 billion
;
|
◦
|
adjusted net earnings
increased
11.9%
, or
$145 million
, to
$1.4 billion
;
|
◦
|
adjusted net earnings, on a comparable 52-week basis and excluding Brakes,
increased
8.0%
;
|
•
|
Basic earnings per share:
|
◦
|
increased
26.5%
, or
$0.44
, to
$2.10
from the comparable prior year amount of
$1.66
per share;
|
•
|
Diluted earnings per share:
|
◦
|
increased
26.8%
, or
$0.44
, to
$2.08
from the comparable prior year amount of
$1.64
per share;
|
◦
|
adjusted diluted earnings per share were
$2.48
in fiscal
2017
, an
18.1%
increase
from the comparable prior year amount of
$2.10
per share and a
20.4%
increase on a comparable 52-week basis;
|
◦
|
adjusted diluted earnings per share, on a comparable 52-week basis and excluding Brakes, were
$2.34
in fiscal
2017
, a
13.6%
increase
.
|
•
|
Partnership - Profoundly enrich the experience of doing business with Sysco: Our primary focus is to help our customers succeed. We believe that by building on our current competitive advantages, we will be able to further differentiate our offering to customers. Our competitive advantages include our marketing associates; our diversified product base, which includes quality-assured Sysco brand products; the suite of services we provide to our customers such as business reviews and menu analysis; and our multi-regional presence in North America and Europe. In addition, we have a portfolio of businesses spanning broadline, chain restaurant distribution, specialty produce, specialty meat, hotel amenities, specialty import and export which serves our customers’ needs across a wide array of business segments. We believe this strategy of enriching the experience of doing business with Sysco will increase customer retention and profitably accelerate sales growth with both existing and new customers.
|
•
|
Productivity - Continuously improve productivity in all areas of our business: We continually strive to improve productivity and improve cost management. From modernizing software systems to leveraging the power of our end-to-end supply chain, we continue to invest in ways to improve our service to our customers.
|
•
|
Products - Enhance our portfolio of products and services by initiating a customer-centric innovation program: We continually explore opportunities to provide new and improved products, technologies and services to our customers.
|
•
|
People - Leverage talent, structure, and culture to drive performance: Our ability to drive results and grow our business is directly linked to having the best talent in the industry. We are committed to the continued enhancement of our talent management programs in terms of how we recruit, select, train and develop our associates throughout Sysco, as well as succession planning. Our ultimate objective is to provide all of our associates with an inclusive environment and outstanding opportunities for professional growth and career development.
|
•
|
Portfolio - Explore, assess and pursue new businesses and markets: This strategy is focused on identifying opportunities to expand within our core business, which could include growth in new international markets, and in adjacent areas that complement our core foodservice distribution business. As a part of our ongoing strategic analysis,
|
•
|
Improve adjusted operating income by at least $500 million using fiscal 2015 as the base year. This was subsequently increased to a range of
$600 million
to
$650 million
;
|
•
|
Grow adjusted earnings per share faster than operating income; and
|
•
|
Achieve 15% in return on invested capital improvement for existing businesses.
|
•
|
Total sales grew
9.9%
; and increased
1.6%
on a comparable 52-week basis and excluding Brakes;
|
•
|
Gross profit dollars grew by
16.8%
and expanded gross margin by
112
basis points; and adjusted gross profit dollars, on a comparable 52-week basis and excluding Brakes, grew by
4.1%
, which included gross margin expansion of
43
basis points;
|
•
|
Operating expenses grew by
18.3%
; and adjusted operating expenses, on a comparable 52-week basis and excluding Brakes, grew by
1.7%
;
|
•
|
Operating income grew by
11.0%
; and adjusted operating income, on a comparable 52-week basis and excluding Brakes, grew by
12.4%
; and
|
•
|
Diluted earnings per share grew
26.8%
; and adjusted diluted earnings per share, on a comparable 52-week basis and excluding Brakes, grew
13.6%
.
|
|
2017
|
|
2016
|
|
2015
|
|||
Sales
|
100
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
80.9
|
|
|
82.1
|
|
|
82.4
|
|
Gross profit
|
19.1
|
|
|
17.9
|
|
|
17.6
|
|
Operating expenses
|
15.4
|
|
|
14.3
|
|
|
15.0
|
|
Operating income
|
3.7
|
|
|
3.7
|
|
|
2.5
|
|
Interest expense
|
0.5
|
|
|
0.6
|
|
|
0.5
|
|
Other expense (income), net
|
—
|
|
|
0.2
|
|
|
(0.1
|
)
|
Earnings before income taxes
|
3.2
|
|
|
2.8
|
|
|
2.1
|
|
Income taxes
|
1.1
|
|
|
1.0
|
|
|
0.7
|
|
Net earnings
|
2.1
|
%
|
|
1.9
|
%
|
|
1.4
|
%
|
|
2017
|
|
2016
|
||
Sales
|
9.9
|
%
|
|
3.5
|
%
|
Cost of sales
|
8.4
|
|
|
3.0
|
|
Gross profit
|
16.8
|
|
|
5.7
|
|
Operating expenses
|
18.3
|
|
|
(1.8
|
)
|
Operating income
|
11.0
|
|
|
50.5
|
|
Interest expense
|
(1.1
|
)
|
|
20.1
|
|
Other expense (income), net
(1)
|
(114.3
|
)
|
|
(431.5
|
)
|
Earnings before income taxes
|
23.3
|
|
|
42.1
|
|
Income taxes
|
29.0
|
|
|
50.4
|
|
Net earnings
|
20.3
|
%
|
|
38.3
|
%
|
Basic earnings per share
|
26.5
|
%
|
|
43.1
|
%
|
Diluted earnings per share
|
26.8
|
|
|
42.6
|
|
Average shares outstanding
|
(5.2
|
)
|
|
(3.2
|
)
|
Diluted shares outstanding
|
(5.0
|
)
|
|
(3.3
|
)
|
(1)
|
Other expense (income), net was income of $
15.9 million
in fiscal
2017
and expense of $
111.3 million
in fiscal
2016
.
|
•
|
U.S. Foodservice Operations - primarily includes U.S. Broadline operations, custom-cut meat and seafood companies, FreshPoint (our specialty produce companies) and European Imports (a specialty import company);
|
•
|
International Foodservice Operations - 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.
|
|
52-Week Period Ended July 1, 2017
|
||||||||||||||||||||||
|
U.S. Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Corporate
|
|
Consolidated
Totals |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Sales
|
$
|
37,604,698
|
|
|
$
|
10,613,059
|
|
|
$
|
6,178,909
|
|
|
$
|
974,473
|
|
|
$
|
—
|
|
|
$
|
55,371,139
|
|
Sales increase (decrease)
|
(0.5
|
)%
|
|
95.2
|
%
|
|
1.3
|
%
|
|
(7.4
|
)%
|
|
|
|
9.9
|
%
|
|||||||
Percentage of total
|
67.9
|
%
|
|
19.2
|
%
|
|
11.2
|
%
|
|
1.7
|
%
|
|
|
|
100.0
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
$
|
2,891,612
|
|
|
$
|
243,116
|
|
|
$
|
23,299
|
|
|
$
|
20,279
|
|
|
$
|
(1,125,135
|
)
|
|
$
|
2,053,171
|
|
Operating income increase (decrease)
|
4.3
|
%
|
|
37.2
|
%
|
|
(15.2
|
)%
|
|
(37.8
|
)%
|
|
|
|
11.0
|
%
|
|||||||
Percentage of total segments
|
91.0
|
%
|
|
7.6
|
%
|
|
0.7
|
%
|
|
0.6
|
%
|
|
|
|
100.0
|
%
|
|||||||
Operating income as a percentage of sales
|
7.7
|
%
|
|
2.3
|
%
|
|
0.4
|
%
|
|
2.1
|
%
|
|
|
|
3.7
|
%
|
|
53-Week Period Ended July 2, 2016
|
||||||||||||||||||||||
|
U.S. Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Corporate
|
|
Consolidated
Totals |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Sales
|
$
|
37,776,443
|
|
|
$
|
5,436,209
|
|
|
$
|
6,102,328
|
|
|
$
|
1,051,939
|
|
|
$
|
—
|
|
|
$
|
50,366,919
|
|
Sales increase (decrease)
|
4.6
|
%
|
|
(2.8
|
)%
|
|
0.4
|
%
|
|
15.2
|
%
|
|
|
|
3.5
|
%
|
|||||||
Percentage of total
|
75.0
|
%
|
|
10.8
|
%
|
|
12.1
|
%
|
|
2.1
|
%
|
|
|
|
100.0
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
$
|
2,771,932
|
|
|
$
|
177,159
|
|
|
$
|
27,469
|
|
|
$
|
32,586
|
|
|
$
|
(1,158,646
|
)
|
|
$
|
1,850,500
|
|
Operating income increase (decrease)
|
11.2
|
%
|
|
3.7
|
%
|
|
34.8
|
%
|
|
22.5
|
%
|
|
|
|
50.5
|
%
|
|||||||
Percentage of total segments
|
92.1
|
%
|
|
5.9
|
%
|
|
0.9
|
%
|
|
1.1
|
%
|
|
|
|
100.0
|
%
|
|||||||
Operating income as a percentage of sales
|
7.3
|
%
|
|
3.3
|
%
|
|
0.5
|
%
|
|
3.1
|
%
|
|
|
|
3.7
|
%
|
|
52-Week Period Ended June 27, 2015
|
||||||||||||||||||||||
|
U.S. Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Corporate
|
|
Consolidated
Totals |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Sales
|
$
|
36,098,977
|
|
|
$
|
5,592,137
|
|
|
$
|
6,076,215
|
|
|
$
|
913,423
|
|
|
$
|
—
|
|
|
$
|
48,680,752
|
|
Percentage of total
|
74.2
|
%
|
|
11.5
|
%
|
|
12.5
|
%
|
|
1.8
|
%
|
|
|
|
100.0
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
$
|
2,493,210
|
|
|
$
|
170,913
|
|
|
$
|
20,381
|
|
|
$
|
26,596
|
|
|
$
|
(1,481,738
|
)
|
|
$
|
1,229,362
|
|
Percentage of total segments
|
92.0
|
%
|
|
6.3
|
%
|
|
0.8
|
%
|
|
1.0
|
%
|
|
|
|
100.0
|
%
|
|||||||
Operating income as a percentage of sales
|
6.9
|
%
|
|
3.1
|
%
|
|
0.3
|
%
|
|
2.9
|
%
|
|
|
|
2.5
|
%
|
|
2017
|
|
2016
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Sales
|
$
|
37,604,698
|
|
|
$
|
37,776,443
|
|
|
$
|
(171,745
|
)
|
|
(0.5
|
)%
|
Gross profit
|
7,556,392
|
|
|
7,413,436
|
|
|
142,956
|
|
|
1.9
|
|
|||
Operating expenses
|
4,664,780
|
|
|
4,641,504
|
|
|
23,276
|
|
|
0.5
|
|
|||
Operating income
|
$
|
2,891,612
|
|
|
$
|
2,771,932
|
|
|
$
|
119,680
|
|
|
4.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
Adjusted Gross profit (Non-GAAP)
|
$
|
7,556,392
|
|
|
$
|
7,266,692
|
|
|
$
|
289,700
|
|
|
4.0
|
%
|
Adjusted operating expenses (Non-GAAP)
|
4,628,710
|
|
|
4,549,830
|
|
|
78,880
|
|
|
1.7
|
|
|||
Adjusted operating income (Non-GAAP)
|
$
|
2,927,682
|
|
|
$
|
2,716,862
|
|
|
$
|
210,820
|
|
|
7.8
|
%
|
|
2016
|
|
2015
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Sales
|
$
|
37,776,443
|
|
|
$
|
36,098,977
|
|
|
$
|
1,677,466
|
|
|
4.6
|
%
|
Gross profit
|
7,413,436
|
|
|
6,934,223
|
|
|
479,213
|
|
|
6.9
|
|
|||
Operating expenses
|
4,641,504
|
|
|
4,441,013
|
|
|
200,491
|
|
|
4.5
|
|
|||
Operating income
|
$
|
2,771,932
|
|
|
$
|
2,493,210
|
|
|
$
|
278,722
|
|
|
11.2
|
%
|
|
|
|
|
|
|
|
|
|||||||
Adjusted Gross profit (Non-GAAP)
|
$
|
7,266,692
|
|
|
$
|
6,934,223
|
|
|
$
|
332,469
|
|
|
4.8
|
%
|
Adjusted operating expenses (Non-GAAP)
|
4,549,830
|
|
|
4,438,172
|
|
|
111,658
|
|
|
2.5
|
|
|||
Adjusted operating income (Non-GAAP)
|
$
|
2,716,862
|
|
|
$
|
2,496,051
|
|
|
$
|
220,811
|
|
|
8.8
|
%
|
|
Increase (Decrease)
|
|
Increase (Decrease)
|
||||||||||
|
2017
|
|
2016
|
||||||||||
|
(in millions)
|
||||||||||||
Cause of change
|
Percentage
|
|
Dollars
|
|
Percentage
|
|
Dollars
|
||||||
Case volume
|
1.0
|
%
|
|
$
|
377.7
|
|
|
3.1
|
%
|
|
$
|
1,108.1
|
|
Deflation
|
(0.4
|
)
|
|
(134.6
|
)
|
|
(0.9
|
)
|
|
(333.7
|
)
|
||
Acquisitions
|
0.3
|
|
|
100.7
|
|
|
0.3
|
|
|
88.7
|
|
||
Extra week in fiscal 2016
|
(0.8
|
)
|
|
(287.0
|
)
|
|
1.9
|
|
|
728.3
|
|
||
Other
(1)
|
(0.6
|
)
|
|
(228.5
|
)
|
|
0.2
|
|
|
86.1
|
|
||
Total sales increase
|
(0.5
|
)%
|
|
$
|
(171.7
|
)
|
|
4.6
|
%
|
|
$
|
1,677.5
|
|
(1)
|
Case volume excludes the volume impact from our custom-cut meat and seafood companies that do not measure volume in cases. Any impact in volumes from these operations are included within "Other".
|
|
Increase (Decrease)
|
|
Increase (Decrease)
|
||||||||||
|
2016
|
|
2015
|
||||||||||
|
(in millions)
|
||||||||||||
Cause of change
|
Percentage
|
|
Dollars
|
|
Percentage
|
|
Dollars
|
||||||
Case volume
|
3.1
|
%
|
|
$
|
1,108.1
|
|
|
3.0
|
%
|
|
$
|
1,020.6
|
|
(Deflation) inflation
|
(0.9
|
)
|
|
(333.7
|
)
|
|
3.7
|
|
|
1,249.6
|
|
||
Acquisitions
|
0.3
|
|
|
88.7
|
|
|
0.4
|
|
|
142.0
|
|
||
Extra week in fiscal 2016
|
1.9
|
|
|
728.3
|
|
|
—
|
|
|
—
|
|
||
Other
(1)
|
0.2
|
|
|
86.1
|
|
|
(0.4
|
)
|
|
(145.6
|
)
|
||
Total sales increase
|
4.6
|
%
|
|
$
|
1,677.5
|
|
|
6.7
|
%
|
|
$
|
2,266.6
|
|
(1)
|
Case volume excludes the volume impact from our custom-cut meat and seafood companies that do not measure volume in cases. Any impact in volumes from these operations are included within "Other."
|
|
2017
|
|
2016
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Sales
|
$
|
10,613,059
|
|
|
$
|
5,436,209
|
|
|
$
|
5,176,850
|
|
|
95.2
|
%
|
Gross profit
|
2,275,819
|
|
|
938,942
|
|
|
1,336,877
|
|
|
142.4
|
|
|||
Operating expenses
|
2,032,703
|
|
|
761,783
|
|
|
1,270,920
|
|
|
166.8
|
|
|||
Operating income
|
$
|
243,116
|
|
|
$
|
177,159
|
|
|
$
|
65,957
|
|
|
37.2
|
%
|
|
|
|
|
|
|
|
|
|||||||
Adjusted Gross profit (Non-GAAP)
|
$
|
941,967
|
|
|
$
|
920,256
|
|
|
$
|
21,711
|
|
|
2.4
|
%
|
Adjusted operating expenses (Non-GAAP)
|
738,555
|
|
|
738,210
|
|
|
345
|
|
|
—
|
|
|||
Adjusted operating income (Non-GAAP)
|
$
|
203,412
|
|
|
$
|
182,046
|
|
|
$
|
21,366
|
|
|
11.7
|
%
|
|
2016
|
|
2015
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Sales
|
$
|
5,436,209
|
|
|
$
|
5,592,137
|
|
|
$
|
(155,928
|
)
|
|
(2.8
|
)%
|
Gross profit
|
938,942
|
|
|
969,433
|
|
|
(30,491
|
)
|
|
(3.1
|
)
|
|||
Operating expenses
|
761,783
|
|
|
798,520
|
|
|
(36,737
|
)
|
|
(4.6
|
)
|
|||
Operating income
|
$
|
177,159
|
|
|
$
|
170,913
|
|
|
$
|
6,246
|
|
|
3.7
|
%
|
|
|
|
|
|
|
|
|
|||||||
Adjusted Gross profit (Non-GAAP)
|
$
|
920,256
|
|
|
$
|
969,433
|
|
|
$
|
(49,177
|
)
|
|
(5.1
|
)%
|
Adjusted operating expenses (Non-GAAP)
|
738,210
|
|
|
793,976
|
|
|
(55,766
|
)
|
|
(7.0
|
)
|
|||
Adjusted operating income (Non-GAAP)
|
$
|
182,046
|
|
|
$
|
175,457
|
|
|
$
|
6,589
|
|
|
3.8
|
%
|
|
Increase (Decrease)
|
|
Increase (Decrease)
|
||||||||||
|
2017
|
|
2016
|
||||||||||
|
(in millions)
|
||||||||||||
Cause of change
|
Percentage
|
|
Dollars
|
|
Percentage
|
|
Dollars
|
||||||
Case volume
|
(0.3
|
)%
|
|
$
|
(13.3
|
)
|
|
(2.0
|
)%
|
|
$
|
(111.0
|
)
|
Acquisitions
(1)
|
99.0
|
|
|
5,273.8
|
|
|
3.7
|
|
|
204.2
|
|
||
Foreign currency
|
(0.7
|
)
|
|
(38.5
|
)
|
|
(10.7
|
)
|
|
(597.3
|
)
|
||
Extra week in fiscal 2016
|
(4.0
|
)
|
|
(108.2
|
)
|
|
1.93
|
|
|
108.8
|
|
||
Other
|
1.2
|
|
|
63.0
|
|
|
4.3
|
|
|
239.4
|
|
||
Total sales increase
|
95.2
|
%
|
|
$
|
5,176.8
|
|
|
(2.8
|
)%
|
|
$
|
(155.9
|
)
|
(1)
|
The impact of the Brakes Acquisition is included within this line only.
|
|
Increase (Decrease)
|
|
Increase (Decrease)
|
||||||||||
|
2016
|
|
2015
|
||||||||||
|
(in millions)
|
||||||||||||
Cause of change
|
Percentage
|
|
Dollars
|
|
Percentage
|
|
Dollars
|
||||||
Case volume
|
(2.0
|
)%
|
|
$
|
(111.0
|
)
|
|
7.5
|
%
|
|
$
|
423.3
|
|
Acquisitions
|
3.7
|
|
|
204.2
|
|
|
2.3
|
|
|
130.5
|
|
||
Foreign currency
|
(10.7
|
)
|
|
(597.3
|
)
|
|
(8.3
|
)
|
|
(469.7
|
)
|
||
Extra week in fiscal 2016
|
1.93
|
|
|
108.8
|
|
|
—
|
|
|
—
|
|
||
Other
|
4.3
|
|
|
239.4
|
|
|
(2.2
|
)
|
|
(126.0
|
)
|
||
Total sales increase
|
(2.8
|
)%
|
|
$
|
(155.9
|
)
|
|
(0.7
|
)%
|
|
$
|
(41.9
|
)
|
|
2017
|
|
2016
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands, except for share and per share data)
|
|||||||||||||
Sales (GAAP)
|
$
|
55,371,139
|
|
|
$
|
50,366,919
|
|
|
$
|
5,004,220
|
|
|
9.9
|
%
|
Impact of Brakes
|
(5,170,787
|
)
|
|
—
|
|
|
(5,170,787
|
)
|
|
NM
|
|
|||
Less 1 week fourth quarter sales
|
—
|
|
|
(974,849
|
)
|
|
974,849
|
|
|
NM
|
|
|||
Comparable sales using a 52 weeks basis and excluding the impact of Brakes (Non-GAAP)
|
$
|
50,200,352
|
|
|
$
|
49,392,070
|
|
|
$
|
808,282
|
|
|
1.6
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross profit (GAAP)
|
$
|
10,557,507
|
|
|
$
|
9,040,472
|
|
|
$
|
1,517,035
|
|
|
16.8
|
%
|
Impact of Brakes
|
(1,333,852
|
)
|
|
—
|
|
|
(1,333,852
|
)
|
|
NM
|
|
|||
Less 1 week fourth quarter gross profit
|
—
|
|
|
(178,774
|
)
|
|
178,774
|
|
|
NM
|
|
|||
Comparable gross profit using a 52 week basis
and excluding the impact of Brakes (Non-GAAP)
|
$
|
9,223,655
|
|
|
$
|
8,861,698
|
|
|
$
|
361,957
|
|
|
4.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross margin (GAAP)
|
19.1
|
%
|
|
17.9
|
%
|
|
|
|
112 bps
|
|
||||
Impact of Brakes
|
0.7
|
|
|
—
|
|
|
|
|
69 bps
|
|
||||
Less 1 week fourth quarter sales
|
—
|
|
|
—
|
|
|
|
|
-1 bps
|
|
||||
Gross margin using a 52 week basis and excluding the impact of Brakes (Non-GAAP)
|
18.4
|
%
|
|
17.9
|
%
|
|
|
|
43 bps
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
8,504,336
|
|
|
$
|
7,189,972
|
|
|
$
|
1,314,364
|
|
|
18.3
|
%
|
Impact of MEPP charge
|
(35,600
|
)
|
|
—
|
|
|
(35,600
|
)
|
|
NM
|
|
|||
Impact of restructuring costs
(1)
|
(161,011
|
)
|
|
(123,134
|
)
|
|
(37,877
|
)
|
|
30.8
|
|
|||
Impact of acquisition-related costs
(2)
|
(102,049
|
)
|
|
(35,614
|
)
|
|
(66,435
|
)
|
|
NM
|
|
|||
Operating expenses adjusted for Certain Items (Non-GAAP)
|
$
|
8,205,676
|
|
|
$
|
7,031,224
|
|
|
$
|
1,174,452
|
|
|
16.7
|
%
|
Impact of Brakes
|
$
|
(1,282,800
|
)
|
|
$
|
—
|
|
|
$
|
(1,282,800
|
)
|
|
NM
|
|
Impact of Brakes restructuring costs
(3)
|
13,732
|
|
|
—
|
|
|
13,732
|
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
(2)
|
78,273
|
|
|
—
|
|
|
78,273
|
|
|
NM
|
|
|||
Less 1 week fourth quarter operating expenses
|
—
|
|
|
(133,899
|
)
|
|
133,899
|
|
|
NM
|
|
|||
Operating expenses adjusted for Certain Items, extra week and excluding the impact of Brakes (Non-GAAP)
|
$
|
7,014,881
|
|
|
$
|
6,897,325
|
|
|
$
|
117,556
|
|
|
1.7
|
%
|
|
2017
|
|
2016
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands, except for share and per share data)
|
|||||||||||||
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
2,053,171
|
|
|
$
|
1,850,500
|
|
|
$
|
202,671
|
|
|
11.0
|
%
|
Impact of MEPP charge
|
35,600
|
|
|
—
|
|
|
35,600
|
|
|
NM
|
|
|||
Impact of restructuring costs
(1)
|
161,011
|
|
|
123,134
|
|
|
37,877
|
|
|
30.8
|
|
|||
Impact of acquisition-related costs
(2)
|
102,049
|
|
|
35,614
|
|
|
66,435
|
|
|
NM
|
|
|||
Operating income adjusted for Certain Items (Non-GAAP)
|
$
|
2,351,831
|
|
|
$
|
2,009,248
|
|
|
$
|
342,583
|
|
|
17.1
|
%
|
Impact of Brakes
|
$
|
(51,053
|
)
|
|
$
|
—
|
|
|
$
|
(51,053
|
)
|
|
NM
|
|
Impact of Brakes restructuring costs
(3)
|
(13,732
|
)
|
|
—
|
|
|
(13,732
|
)
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
(2)
|
(78,273
|
)
|
|
—
|
|
|
(78,273
|
)
|
|
NM
|
|
|||
Less 1 week fourth quarter operating income
|
—
|
|
|
(44,876
|
)
|
|
44,876
|
|
|
NM
|
|
|||
Operating income adjusted for certain items, extra week and excluding the impact of Brakes (Non-GAAP)
|
$
|
2,208,773
|
|
|
$
|
1,964,372
|
|
|
$
|
244,401
|
|
|
12.4
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating margin (GAAP)
|
3.71
|
%
|
|
3.67
|
%
|
|
|
|
4 bps
|
|
||||
Operating margin excluding Certain Items (Non-GAAP)
|
4.25
|
%
|
|
3.99
|
%
|
|
|
|
26 bps
|
|
||||
Operating margin excluding Certain Items, extra week and Brakes (Non-GAAP)
|
4.40
|
%
|
|
3.98
|
%
|
|
|
|
42 bps
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Interest expense (GAAP)
|
$
|
302,878
|
|
|
$
|
306,146
|
|
|
$
|
(3,268
|
)
|
|
(1.1
|
)%
|
Impact of acquisition financing costs
|
—
|
|
|
(123,990
|
)
|
|
123,990
|
|
|
NM
|
|
|||
Interest expense adjusted for certain items (Non-GAAP)
|
$
|
302,878
|
|
|
$
|
182,156
|
|
|
$
|
120,722
|
|
|
66.3
|
%
|
Less 1 week fourth quarter other (income) expenses
|
—
|
|
|
(3,975
|
)
|
|
3,975
|
|
|
NM
|
|
|||
Interest expenses adjusted for certain items and extra week Non-GAAP)
|
$
|
302,878
|
|
|
$
|
178,181
|
|
|
$
|
124,697
|
|
|
70.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
Other (income) expense (GAAP)
|
$
|
(15,937
|
)
|
|
$
|
111,347
|
|
|
$
|
(127,284
|
)
|
|
NM
|
|
Impact of foreign currency re-measurement and hedging
|
—
|
|
|
(146,950
|
)
|
|
146,950
|
|
|
NM
|
|
|||
Other (income) expense adjusted for certain items (Non-GAAP)
|
$
|
(15,937
|
)
|
|
$
|
(35,603
|
)
|
|
$
|
19,666
|
|
|
(55.2
|
)%
|
Less 1 week fourth quarter other (income) expense
|
—
|
|
|
403
|
|
|
(403
|
)
|
|
NM
|
|
|||
Other (income) expense adjusted for certain items, extra week and Brakes (Non-GAAP)
|
$
|
(15,937
|
)
|
|
$
|
(35,200
|
)
|
|
$
|
19,263
|
|
|
(54.7
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Net earnings (GAAP)
|
$
|
1,142,503
|
|
|
$
|
949,622
|
|
|
$
|
192,881
|
|
|
20.3
|
%
|
Impact of MEPP charge
|
35,600
|
|
|
—
|
|
|
35,600
|
|
|
NM
|
|
|||
Impact of restructuring costs
(1)
|
161,011
|
|
|
123,134
|
|
|
37,877
|
|
|
30.8
|
|
|||
Impact of acquisition-related costs
(2)
|
102,049
|
|
|
35,614
|
|
|
66,435
|
|
|
NM
|
|
|||
Impact of acquisition financing costs
|
—
|
|
|
123,990
|
|
|
(123,990
|
)
|
|
NM
|
|
|||
Impact of foreign currency re-measurement and hedging
|
—
|
|
|
146,950
|
|
|
(146,950
|
)
|
|
NM
|
|
|||
Tax impact of MEPP charge
|
(11,903
|
)
|
|
—
|
|
|
(11,903
|
)
|
|
NM
|
|
|||
Tax impact of restructuring costs
(5)
|
(51,184
|
)
|
|
(47,333
|
)
|
|
(3,851
|
)
|
|
8.1
|
|
|||
Tax impact of acquisition-related costs
(5)
|
(19,003
|
)
|
|
(13,690
|
)
|
|
(5,313
|
)
|
|
38.8
|
|
|||
Tax impact of acquisition financing costs
(5)
|
—
|
|
|
(47,662
|
)
|
|
47,662
|
|
|
NM
|
|
|||
Tax impact of foreign currency re-measurement and hedging
|
—
|
|
|
(56,488
|
)
|
|
56,488
|
|
|
NM
|
|
|||
Net earnings adjusted for certain items (Non-GAAP)
|
$
|
1,359,073
|
|
|
$
|
1,214,137
|
|
|
$
|
144,936
|
|
|
11.9
|
%
|
Impact of Brakes
|
$
|
(46,988
|
)
|
|
$
|
—
|
|
|
$
|
(46,988
|
)
|
|
NM
|
|
Impact of Brakes restructuring costs
(3)
|
(11,794
|
)
|
|
—
|
|
|
(11,794
|
)
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
(2)
|
(67,221
|
)
|
|
—
|
|
|
(67,221
|
)
|
|
NM
|
|
|
2017
|
|
2016
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands, except for share and per share data)
|
|||||||||||||
Impact of interest expense on debt issued for the Brakes acquisition
(6)
|
83,633
|
|
|
—
|
|
|
83,633
|
|
|
NM
|
|
|||
Tax impact of interest expense on debt issued for the Brakes acquisition
(5)
|
(33,880
|
)
|
|
—
|
|
|
(33,880
|
)
|
|
NM
|
|
|||
Less 1 week fourth quarter net earnings
|
—
|
|
|
(26,119
|
)
|
|
26,119
|
|
|
NM
|
|
|||
Net earnings adjusted for certain items, extra week and Brakes (Non-GAAP)
|
$
|
1,282,823
|
|
|
$
|
1,188,018
|
|
|
$
|
94,805
|
|
|
8.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share (GAAP)
|
$
|
2.08
|
|
|
$
|
1.64
|
|
|
$
|
0.44
|
|
|
26.8
|
%
|
Impact of MEPP charge
|
0.06
|
|
|
—
|
|
|
0.06
|
|
|
NM
|
|
|||
Impact of restructuring costs
(1)
|
0.29
|
|
|
0.21
|
|
|
0.08
|
|
|
38.1
|
|
|||
Impact of acquisition-related costs
(2)
|
0.19
|
|
|
0.06
|
|
|
0.13
|
|
|
NM
|
|
|||
Impact of acquisition financing costs
|
—
|
|
|
0.21
|
|
|
(0.21
|
)
|
|
NM
|
|
|||
Impact of foreign currency re-measurement and hedging
|
—
|
|
|
0.25
|
|
|
(0.25
|
)
|
|
NM
|
|
|||
Tax impact of MEPP charge
|
(0.02
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
NM
|
|
|||
Tax impact of restructuring costs
(5)
|
(0.09
|
)
|
|
(0.08
|
)
|
|
(0.01
|
)
|
|
12.5
|
|
|||
Tax impact of acquisition-related costs
(5)
|
(0.03
|
)
|
|
(0.02
|
)
|
|
(0.01
|
)
|
|
50.0
|
|
|||
Tax impact of acquisition financing costs
(5)
|
—
|
|
|
(0.08
|
)
|
|
0.08
|
|
|
NM
|
|
|||
Tax impact of foreign currency re-measurement and hedging
|
—
|
|
|
(0.10
|
)
|
|
0.10
|
|
|
NM
|
|
|||
Diluted EPS adjusted for Certain Items (Non-GAAP)
(4)
|
$
|
2.48
|
|
|
$
|
2.10
|
|
|
$
|
0.38
|
|
|
18.1
|
%
|
Impact of Brakes
|
$
|
(0.09
|
)
|
|
$
|
—
|
|
|
$
|
(0.09
|
)
|
|
NM
|
|
Impact of Brakes restructuring costs
(3)
|
(0.02
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
(2)
|
(0.12
|
)
|
|
—
|
|
|
(0.12
|
)
|
|
NM
|
|
|||
Impact of interest expense on debt issued for the Brakes acquisition
(6)
|
0.15
|
|
|
—
|
|
|
0.15
|
|
|
NM
|
|
|||
Tax impact of interest expense on debt issued for the Brakes acquisition
(5)
|
(0.06
|
)
|
|
—
|
|
|
(0.06
|
)
|
|
NM
|
|
|||
Total impact of Brakes Certain Items
|
$
|
(0.05
|
)
|
|
$
|
—
|
|
|
$
|
(0.05
|
)
|
|
NM
|
|
Total Brakes accretion (Non-GAAP)
|
$
|
(0.14
|
)
|
|
$
|
—
|
|
|
$
|
0.14
|
|
|
NM
|
|
Less 1 week impact of fourth quarter diluted earnings per share
|
—
|
|
|
(0.05
|
)
|
|
0.05
|
|
|
NM
|
|
|||
Diluted EPS adjusted for Certain Items, extra week and Brakes (Non-GAAP)
(4)
|
$
|
2.34
|
|
|
$
|
2.06
|
|
|
$
|
0.37
|
|
|
13.6
|
%
|
|
|
|
|
|
|
|
|
|||||||
Diluted EPS adjusted for Certain Items (Non-GAAP)
(4)
|
$
|
2.48
|
|
|
$
|
2.10
|
|
|
$
|
0.38
|
|
|
18.1
|
%
|
Less 1 week impact of fourth quarter diluted earnings per share
|
—
|
|
|
(0.05
|
)
|
|
0.05
|
|
|
NM
|
|
|||
Diluted EPS adjusted for Certain Items and extra week (Non-GAAP)
(4)
|
$
|
2.48
|
|
|
$
|
2.06
|
|
|
$
|
0.42
|
|
|
20.4
|
%
|
(1)
|
Fiscal 2017 includes $111 million in accelerated depreciation associated with our revised business technology strategy and $46 million related to professional fees on 3-year financial objectives, restructuring expenses within our Brakes operations, costs to convert to legacy systems in conjunction with our revised business technology strategy and severance charges related to restructuring.
|
(2)
|
Fiscal 2017 includes $76 million related to intangible amortization expense from the Brakes Acquisition, which is included in the results of Brakes and $24 million in transaction costs. Fiscal 2016 includes US Foods merger termination costs.
|
(3)
|
Includes Brakes Acquisition restructuring charges.
|
(4)
|
Individual components of diluted earnings per share may not add to the total presented due to rounding. Total diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.
|
(5)
|
The tax impact of adjustments for Certain Items are calculated by multiplying the pretax impact of each Certain Item by the statutory rates in effect for each jurisdiction where the Certain Item was incurred. The adjustments also include $7 million in non-deductible transaction costs and $4 million in other one-time costs related to the Brakes Acquisition.
|
(6)
|
Sysco Corporation issued debt to fund the Acquisition. The interest expense arising from the debt issued is attributed to the incremental impact of Brakes operating results, even though it is not a direct obligation of the Brakes Group and is not considered a Certain Item.
|
|
2016
|
|
2015
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands, except for share and per share data)
|
|||||||||||||
Sales (GAAP)
|
$
|
50,366,919
|
|
|
$
|
48,680,752
|
|
|
$
|
1,686,167
|
|
|
3.5
|
%
|
Less 1 week fourth quarter sales
|
(974,849
|
)
|
|
—
|
|
|
(974,849
|
)
|
|
NM
|
|
|||
Comparable sales using a 52 week basis (Non-GAAP)
|
$
|
49,392,070
|
|
|
$
|
48,680,752
|
|
|
$
|
711,318
|
|
|
1.5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross Profit (GAAP)
|
$
|
9,040,472
|
|
|
$
|
8,551,516
|
|
|
$
|
488,956
|
|
|
5.7
|
%
|
Less 1 week fourth quarter gross profit
|
(178,774
|
)
|
|
—
|
|
|
(178,774
|
)
|
|
NM
|
|
|||
Comparable gross profit using a 52 week basis (Non-GAAP)
|
$
|
8,861,698
|
|
|
$
|
8,551,516
|
|
|
$
|
310,182
|
|
|
3.6
|
%
|
Gross margin using a 52 week basis
|
17.9
|
%
|
|
17.6
|
%
|
|
$
|
—
|
|
|
2.1
|
%
|
||
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
7,189,972
|
|
|
$
|
7,322,154
|
|
|
$
|
(132,182
|
)
|
|
(1.8
|
)%
|
Impact of restructuring costs
(1)
|
(123,134
|
)
|
|
(7,801
|
)
|
|
(115,333
|
)
|
|
1,478.4
|
|
|||
Impact of acquisition-related costs
(2)
|
(35,614
|
)
|
|
(554,667
|
)
|
|
519,053
|
|
|
(93.6
|
)
|
|||
Operating expenses adjusted for Certain Items (Non-GAAP)
|
$
|
7,031,224
|
|
|
$
|
6,759,686
|
|
|
$
|
271,538
|
|
|
4.0
|
%
|
Less 1 week fourth quarter operating income
|
$
|
(133,899
|
)
|
|
$
|
—
|
|
|
$
|
(133,899
|
)
|
|
NM
|
|
Operating expenses adjusted for Certain Items and extra week (Non-GAAP)
|
$
|
6,897,325
|
|
|
$
|
6,759,686
|
|
|
$
|
137,639
|
|
|
2.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
1,850,500
|
|
|
$
|
1,229,362
|
|
|
$
|
621,138
|
|
|
50.5
|
%
|
Impact of restructuring costs
(1)
|
123,134
|
|
|
7,801
|
|
|
115,333
|
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
35,614
|
|
|
554,667
|
|
|
(519,053
|
)
|
|
(93.6
|
)
|
|||
Operating income adjusted for Certain Items (Non-GAAP)
|
$
|
2,009,248
|
|
|
$
|
1,791,830
|
|
|
$
|
217,418
|
|
|
12.1
|
%
|
Less 1 week fourth quarter operating income
|
$
|
(44,876
|
)
|
|
$
|
—
|
|
|
$
|
(44,876
|
)
|
|
NM
|
|
Operating income adjusted for Certain Items and extra week (Non-GAAP)
|
$
|
1,964,372
|
|
|
$
|
1,791,830
|
|
|
$
|
172,542
|
|
|
9.6
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating margin (GAAP)
|
3.67
|
%
|
|
2.53
|
%
|
|
1.15
|
%
|
|
45.5
|
%
|
|||
Operating margin (non-GAAP)
|
3.99
|
%
|
|
3.68
|
%
|
|
0.31
|
%
|
|
8.4
|
%
|
|||
Operating margin adjusted for 52 weeks (Non-GAAP)
|
3.98
|
%
|
|
3.68
|
%
|
|
0.30
|
%
|
|
8.1
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Interest expense (GAAP)
|
$
|
306,146
|
|
|
$
|
254,807
|
|
|
$
|
51,339
|
|
|
20.1
|
%
|
Impact of acquisition financing costs
(3)
|
(123,990
|
)
|
|
(138,422
|
)
|
|
14,432
|
|
|
(10.4
|
)
|
|||
Interest expense adjusted for Certain Items (Non-GAAP)
|
$
|
182,156
|
|
|
$
|
116,385
|
|
|
$
|
65,771
|
|
|
56.5
|
%
|
Less 1 week fourth quarter other (income) expenses
|
$
|
(3,975
|
)
|
|
$
|
—
|
|
|
$
|
(3,975
|
)
|
|
NM
|
|
Interest expenses adjusted for Certain Items and extra week (Non-GAAP)
|
$
|
178,181
|
|
|
$
|
116,385
|
|
|
$
|
61,796
|
|
|
53.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
Other (income) expense (GAAP)
|
$
|
111,347
|
|
|
$
|
(33,592
|
)
|
|
$
|
144,939
|
|
|
NM
|
|
Impact of foreign currency re-measurement and hedging
|
(146,950
|
)
|
|
—
|
|
|
(146,950
|
)
|
|
NM
|
|
|||
Other (income) expense adjusted for Certain Items (Non-GAAP)
|
$
|
(35,603
|
)
|
|
$
|
(33,592
|
)
|
|
$
|
(2,011
|
)
|
|
6.0
|
%
|
Less 1 week fourth quarter other (income) expense
|
$
|
403
|
|
|
$
|
—
|
|
|
$
|
403
|
|
|
NM
|
|
Other (income) expense adjusted for Certain Items and extra week (Non-GAAP)
|
$
|
(35,200
|
)
|
|
$
|
(33,592
|
)
|
|
$
|
(1,608
|
)
|
|
4.8
|
%
|
|
2016
|
|
2015
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands, except for share and per share data)
|
|||||||||||||
|
|
|
|
|
|
|
|
|||||||
Net earnings (GAAP)
|
$
|
949,622
|
|
|
$
|
686,773
|
|
|
$
|
262,849
|
|
|
38.3
|
%
|
Impact of restructuring costs
(1)
|
123,134
|
|
|
7,801
|
|
|
115,333
|
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
35,614
|
|
|
554,667
|
|
|
(519,053
|
)
|
|
(93.6
|
)
|
|||
Impact of acquisition financing costs
(3)
|
123,990
|
|
|
138,422
|
|
|
(14,432
|
)
|
|
(10.4
|
)
|
|||
Impact of foreign currency re-measurement and hedging
|
146,950
|
|
|
—
|
|
|
146,950
|
|
|
NM
|
|
|||
Tax impact of restructuring costs
(4)
|
(47,333
|
)
|
|
(3,200
|
)
|
|
(44,133
|
)
|
|
NM
|
|
|||
Tax impact of acquisition-related costs
(4)
|
(13,690
|
)
|
|
(227,518
|
)
|
|
213,828
|
|
|
(94.0
|
)
|
|||
Tax impact of acquisition financing costs
(4)
|
(47,662
|
)
|
|
(56,779
|
)
|
|
9,117
|
|
|
(16.1
|
)
|
|||
Tax impact of foreign currency re-measurement and hedging
|
(56,488
|
)
|
|
—
|
|
|
(56,488
|
)
|
|
NM
|
|
|||
Net earnings adjusted for Certain Items (Non-GAAP)
|
$
|
1,214,137
|
|
|
$
|
1,100,166
|
|
|
$
|
113,971
|
|
|
10.4
|
%
|
Less 1 week fourth quarter net earnings
|
$
|
(26,119
|
)
|
|
$
|
—
|
|
|
$
|
(26,119
|
)
|
|
NM
|
|
Net earnings adjusted for Certain Items and extra week (Non-GAAP)
|
$
|
1,188,018
|
|
|
$
|
1,100,166
|
|
|
$
|
87,852
|
|
|
8.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share (GAAP)
(1)
|
$
|
1.64
|
|
|
$
|
1.15
|
|
|
$
|
0.49
|
|
|
42.6
|
%
|
Impact of restructuring costs
(1)
|
0.21
|
|
|
—
|
|
|
0.21
|
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
0.06
|
|
|
0.93
|
|
|
(0.87
|
)
|
|
(93.5
|
)
|
|||
Impact of foreign currency re-measurement and hedging
|
0.25
|
|
|
—
|
|
|
0.25
|
|
|
NM
|
|
|||
Impact of acquisition financing costs
(3)
|
0.21
|
|
|
0.24
|
|
|
(0.03
|
)
|
|
(12.5
|
)
|
|||
Tax impact of restructuring costs
(4)
|
(0.08
|
)
|
|
—
|
|
|
(0.08
|
)
|
|
NM
|
|
|||
Tax impact of acquisition-related costs
(4)
|
(0.02
|
)
|
|
(0.38
|
)
|
|
0.36
|
|
|
(94.7
|
)
|
|||
Tax impact of acquisition financing costs
(4)
|
(0.08
|
)
|
|
(0.10
|
)
|
|
0.02
|
|
|
(20.0
|
)
|
|||
Tax impact of foreign currency re-measurement and hedging
|
(0.10
|
)
|
|
—
|
|
|
(0.10
|
)
|
|
NM
|
|
|||
Diluted EPS adjusted for Certain Items (Non-GAAP)
|
$
|
2.10
|
|
|
$
|
1.84
|
|
|
$
|
0.26
|
|
|
14.1
|
%
|
Less 1 week impact of fourth quarter diluted earnings per share
|
(0.05
|
)
|
|
—
|
|
|
(0.05
|
)
|
|
NM
|
|
|||
Diluted EPS adjusted for Certain Items (Non-GAAP)
(5)
|
$
|
2.06
|
|
|
$
|
1.84
|
|
|
$
|
0.22
|
|
|
12.0
|
%
|
Diluted shares outstanding
|
577,391,406
|
|
|
596,849,034
|
|
|
|
|
|
(1)
|
Includes severance charges, professional fees on 3-year strategic plan financial objectives, facility closure costs and costs associated with our revised business technology strategy.
|
(2)
|
Includes US Foods merger and integration planning and transaction costs (first quarter fiscal 2016 and fiscal 2015 only) and Brakes Acquisition transaction costs (third and fourth quarter fiscal 2016 only).
|
(3)
|
Includes US Foods financing costs (first quarter 2016 and fiscal 2015 only) and Brakes Acquisition financing costs (third and fourth quarter fiscal 2016 only).
|
(4)
|
The tax impact of adjustments for Certain Items are calculated based on jurisdiction by multiplying the pretax impact of each Certain Item by the statutory rates in effect for each jurisdiction. As a result, the effective rate for each Certain Item may differ based on the jurisdiction where the Certain Item was incurred.
|
(5)
|
Individual components of diluted earnings per share may not add to the total presented due to rounding. Total diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.
|
U.S. FOODSERVICE OPERATIONS
|
2017
|
|
2016
|
|
Change in Dollars
|
|
%/bps Change
|
|||||||
Sales (GAAP)
|
$
|
37,604,698
|
|
|
$
|
37,776,442
|
|
|
$
|
(171,744
|
)
|
|
(0.5
|
)%
|
Less 1 week fourth quarter sales
|
—
|
|
|
(728,270
|
)
|
|
728,270
|
|
|
NM
|
|
Comparable sales using a 52 week basis (Non-GAAP)
|
$
|
37,604,698
|
|
|
$
|
37,048,172
|
|
|
$
|
556,526
|
|
|
1.5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross Profit (GAAP)
|
$
|
7,556,392
|
|
|
$
|
7,413,436
|
|
|
$
|
142,956
|
|
|
1.9
|
%
|
Less 1 week fourth quarter sales
|
—
|
|
|
(146,744
|
)
|
|
146,744
|
|
|
NM
|
|
|||
Comparable gross profit using a 52 week basis (Non-GAAP)
|
$
|
7,556,392
|
|
|
$
|
7,266,692
|
|
|
$
|
289,700
|
|
|
4.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross Margin (GAAP)
|
20.09
|
%
|
|
19.62
|
%
|
|
|
|
47 bps
|
|
||||
Less 1 week fourth quarter sales
|
—
|
|
|
0.01
|
|
|
|
|
NM
|
|
||||
Comparable gross margin using a 52 week basis (Non-GAAP)
|
20.09
|
%
|
|
19.61
|
%
|
|
|
|
48 bps
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
4,664,780
|
|
|
$
|
4,641,504
|
|
|
$
|
23,276
|
|
|
0.5
|
%
|
Impact of MEPP charge
|
(35,600
|
)
|
|
—
|
|
|
(35,600
|
)
|
|
NM
|
|
|||
Impact of restructuring costs
|
(470
|
)
|
|
(3,351
|
)
|
|
2,881
|
|
|
(86.0
|
)
|
|||
Operating expenses adjusted for Certain Items (Non-GAAP)
|
$
|
4,628,710
|
|
|
$
|
4,638,153
|
|
|
$
|
(9,443
|
)
|
|
(0.2
|
)%
|
Less 1 week fourth quarter operating expenses
|
$
|
—
|
|
|
$
|
(88,323
|
)
|
|
$
|
88,323
|
|
|
NM
|
|
Operating expenses adjusted for extra week (Non-GAAP)
|
$
|
4,628,710
|
|
|
$
|
4,549,830
|
|
|
$
|
78,880
|
|
|
1.7
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
2,891,612
|
|
|
$
|
2,771,932
|
|
|
$
|
119,680
|
|
|
4.3
|
%
|
Impact of MEPP charge
|
35,600
|
|
|
—
|
|
|
35,600
|
|
|
NM
|
|
|||
Impact of restructuring costs
|
470
|
|
|
3,351
|
|
|
(2,881
|
)
|
|
(86.0
|
)
|
|||
Operating income adjusted for Certain Items (Non-GAAP)
|
$
|
2,927,682
|
|
|
$
|
2,775,283
|
|
|
$
|
152,399
|
|
|
5.5
|
%
|
Less 1 week fourth quarter operating income
|
—
|
|
|
(58,421
|
)
|
|
58,421
|
|
|
NM
|
|
|||
Operating income adjusted for extra week (Non-GAAP)
|
$
|
2,927,682
|
|
|
$
|
2,716,862
|
|
|
$
|
210,820
|
|
|
7.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
INTERNATIONAL FOODSERVICE OPERATIONS
|
|
|
|
|
|
|
|
|||||||
Sales (GAAP)
|
$
|
10,613,059
|
|
|
$
|
5,436,209
|
|
|
$
|
5,176,850
|
|
|
95.2
|
%
|
Impact of Brakes
|
(5,170,787
|
)
|
|
—
|
|
|
(5,170,787
|
)
|
|
NM
|
|
|||
Less 1 week fourth quarter sales
|
—
|
|
|
(108,097
|
)
|
|
108,097
|
|
|
NM
|
|
|||
Comparable sales using a 52 week basis and excluding the impact of Brakes (Non-GAAP)
|
$
|
5,442,272
|
|
|
$
|
5,328,112
|
|
|
$
|
114,160
|
|
|
2.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross Profit (GAAP)
|
$
|
2,275,819
|
|
|
$
|
938,942
|
|
|
$
|
1,336,877
|
|
|
NM
|
|
Impact of Brakes
|
(1,333,852
|
)
|
|
—
|
|
|
(1,333,852
|
)
|
|
NM
|
|
|||
Less 1 week fourth quarter sales
|
—
|
|
|
(18,686
|
)
|
|
18,686
|
|
|
NM
|
|
|||
Comparable gross profit using a 52 week basis and excluding the impact of Brakes (Non-GAAP)
|
$
|
941,967
|
|
|
$
|
920,256
|
|
|
$
|
21,711
|
|
|
2.4
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross Margin (GAAP)
|
21.44
|
%
|
|
17.27
|
%
|
|
|
|
417 bps
|
|
||||
Impact of Brakes
|
4.14
|
|
|
—
|
|
|
|
|
NM
|
|
||||
Less 1 week fourth quarter sales
|
—
|
|
|
—
|
|
|
|
|
NM
|
|
||||
Comparable gross margin using a 52 week basis and excluding the impact of Brakes (Non-GAAP)
|
17.30
|
%
|
|
17.27
|
%
|
|
|
|
3 bps
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
2,032,703
|
|
|
$
|
761,783
|
|
|
$
|
1,270,920
|
|
|
NM
|
|
Impact of restructuring costs
(1)
|
(25,080
|
)
|
|
(8,945
|
)
|
|
(16,135
|
)
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
(78,273
|
)
|
|
—
|
|
|
(78,273
|
)
|
|
NM
|
|
|||
Operating expenses adjusted for Certain Items (Non-GAAP)
|
$
|
1,929,350
|
|
|
$
|
752,838
|
|
|
$
|
1,176,512
|
|
|
NM
|
|
Impact of Brakes
|
$
|
(1,282,800
|
)
|
|
$
|
—
|
|
|
$
|
(1,282,800
|
)
|
|
NM
|
|
Impact of Brakes restructuring costs
|
13,732
|
|
|
—
|
|
|
13,732
|
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
|
78,273
|
|
|
—
|
|
|
78,273
|
|
|
NM
|
|
Less 1 week fourth quarter operating expenses
|
—
|
|
|
(14,628
|
)
|
|
14,628
|
|
|
NM
|
|
|||
Operating expenses adjusted for Certain Items, extra week and excluding the impact of Brakes (Non-GAAP)
|
$
|
738,555
|
|
|
$
|
738,210
|
|
|
$
|
345
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
243,116
|
|
|
$
|
177,159
|
|
|
$
|
65,957
|
|
|
37.2
|
%
|
Impact of restructuring costs
(1)
|
25,080
|
|
|
8,945
|
|
|
16,135
|
|
|
NM
|
|
|||
Impact of acquisition related costs
(2)
|
78,273
|
|
|
—
|
|
|
78,273
|
|
|
NM
|
|
|||
Operating income adjusted for Certain Items (Non-GAAP)
|
$
|
346,469
|
|
|
$
|
186,104
|
|
|
$
|
160,365
|
|
|
86.2
|
%
|
Impact of Brakes
|
$
|
(51,053
|
)
|
|
$
|
—
|
|
|
$
|
(51,053
|
)
|
|
NM
|
|
Impact of Brakes restructuring costs
|
(13,732
|
)
|
|
—
|
|
|
(13,732
|
)
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
|
(78,273
|
)
|
|
—
|
|
|
(78,273
|
)
|
|
NM
|
|
|||
Less 1 week fourth quarter operating income
|
—
|
|
|
$
|
(4,058
|
)
|
|
4,058
|
|
|
NM
|
|
||
Operating income adjusted for Certain Items and excluding the impact of Brakes (Non-GAAP)
|
$
|
203,411
|
|
|
$
|
182,046
|
|
|
$
|
21,365
|
|
|
11.7
|
%
|
(1)
|
Fiscal 2017 includes Brakes Acquisition-related restructuring charges and other severance charges related to restructuring.
|
(2)
|
Fiscal 2017 includes
$76 million
related to intangible amortization expense from the Brakes Acquisition, which is included in the results of the Brakes Group.
|
U.S. FOODSERVICE OPERATIONS
|
2016
|
|
2015
|
|
Change in Dollars
|
|
%/bps Change
|
|||||||
Sales (GAAP)
|
$
|
37,776,442
|
|
|
$
|
36,098,977
|
|
|
$
|
1,677,465
|
|
|
4.6
|
%
|
Less 1 week fourth quarter sales
|
(728,270
|
)
|
|
—
|
|
|
(728,270
|
)
|
|
NM
|
|
|||
Comparable sales using a 52 week basis (Non-GAAP)
|
$
|
37,048,172
|
|
|
$
|
36,098,977
|
|
|
$
|
949,195
|
|
|
2.6
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross Profit (GAAP)
|
$
|
7,413,436
|
|
|
$
|
6,934,223
|
|
|
$
|
479,213
|
|
|
6.9
|
|
Less 1 week fourth quarter sales
|
(146,744
|
)
|
|
—
|
|
|
(146,744
|
)
|
|
NM
|
|
|||
Comparable gross profit using a 52 week basis (Non-GAAP)
|
$
|
7,266,692
|
|
|
$
|
6,934,223
|
|
|
$
|
332,469
|
|
|
4.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross Margin (GAAP)
|
19.62
|
%
|
|
19.21
|
%
|
|
|
|
41 bps
|
|
||||
Less 1 week fourth quarter sales
|
0.01
|
|
|
—
|
|
|
|
|
1 bps
|
|
||||
Comparable gross margin using a 52 week basis (Non-GAAP)
|
19.61
|
%
|
|
19.21
|
%
|
|
|
|
40 bps
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
4,641,504
|
|
|
$
|
4,441,013
|
|
|
$
|
200,491
|
|
|
4.5
|
%
|
Impact of restructuring costs
(1)
|
(3,351
|
)
|
|
(2,841
|
)
|
|
(510
|
)
|
|
18.0
|
|
|||
Operating expenses adjusted for Certain Items (Non-GAAP)
|
$
|
4,638,153
|
|
|
$
|
4,438,172
|
|
|
$
|
199,981
|
|
|
4.5
|
%
|
Less 1 week fourth quarter operating expenses
|
(88,323
|
)
|
|
—
|
|
|
(88,323
|
)
|
|
NM
|
|
|||
Operating expenses adjusted for extra week (Non-GAAP)
|
$
|
4,549,830
|
|
|
$
|
4,438,172
|
|
|
$
|
111,658
|
|
|
2.5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
2,771,932
|
|
|
$
|
2,493,210
|
|
|
$
|
278,722
|
|
|
11.2
|
%
|
Impact of restructuring costs
(1)
|
3,351
|
|
|
2,841
|
|
|
510
|
|
|
18.0
|
|
|||
Operating income adjusted for Certain Items (Non-GAAP)
|
$
|
2,775,283
|
|
|
$
|
2,496,051
|
|
|
$
|
279,232
|
|
|
11.2
|
%
|
Less 1 week fourth quarter operating income
|
(58,421
|
)
|
|
—
|
|
|
(58,421
|
)
|
|
NM
|
|
|||
Operating income adjusted for extra week (Non-GAAP)
|
$
|
2,716,862
|
|
|
$
|
2,496,051
|
|
|
$
|
220,811
|
|
|
8.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
INTERNATIONAL FOODSERVICE OPERATIONS
|
|
|
|
|
|
|
|
|||||||
Sales (GAAP)
|
$
|
5,436,209
|
|
|
$
|
5,592,137
|
|
|
$
|
(155,928
|
)
|
|
(2.8
|
)%
|
Less 1 week fourth quarter sales
|
(108,097
|
)
|
|
—
|
|
|
(108,097
|
)
|
|
NM
|
|
Comparable sales using a 52 week basis (Non-GAAP)
|
$
|
5,328,112
|
|
|
$
|
5,592,137
|
|
|
$
|
(264,025
|
)
|
|
(4.7
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Gross Profit (GAAP)
|
$
|
938,942
|
|
|
$
|
969,433
|
|
|
$
|
(30,491
|
)
|
|
(3.1
|
)%
|
Less 1 week fourth quarter sales
|
(18,686
|
)
|
|
—
|
|
|
(18,686
|
)
|
|
NM
|
|
|||
Comparable gross margin using a 52 week basis (Non-GAAP)
|
$
|
920,256
|
|
|
$
|
969,433
|
|
|
$
|
(49,177
|
)
|
|
(5.1
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Gross Margin (GAAP)
|
17.27
|
%
|
|
17.34
|
%
|
|
|
|
-7 bps
|
|
||||
Less 1 week fourth quarter sales
|
—
|
|
|
—
|
|
|
|
|
0 bps
|
|
||||
Comparable gross margin using a 52 week basis (Non-GAAP)
|
17.27
|
%
|
|
17.34
|
%
|
|
|
|
-7 bps
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
761,783
|
|
|
$
|
798,520
|
|
|
$
|
(36,737
|
)
|
|
(4.6
|
)%
|
Impact of restructuring costs
(1)
|
(8,945
|
)
|
|
(4,544
|
)
|
|
(4,401
|
)
|
|
96.9
|
|
|||
Operating expenses adjusted for Certain Items (Non-GAAP)
|
$
|
752,838
|
|
|
$
|
793,976
|
|
|
$
|
(41,138
|
)
|
|
(5.2
|
)%
|
Less 1 week fourth quarter operating expenses
|
(14,628
|
)
|
|
—
|
|
|
(14,628
|
)
|
|
NM
|
|
|||
Operating expenses adjusted for extra week (Non-GAAP)
|
$
|
738,210
|
|
|
$
|
793,976
|
|
|
$
|
(55,766
|
)
|
|
(7.0
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
177,159
|
|
|
$
|
170,913
|
|
|
$
|
6,246
|
|
|
3.7
|
%
|
Impact of restructuring costs
(1)
|
8,945
|
|
|
4,544
|
|
|
4,401
|
|
|
96.9
|
|
|||
Operating income adjusted for Certain Items (Non-GAAP)
|
$
|
186,104
|
|
|
$
|
175,457
|
|
|
$
|
10,647
|
|
|
6.1
|
%
|
Less 1 week fourth quarter operating income
|
(4,058
|
)
|
|
—
|
|
|
(4,058
|
)
|
|
NM
|
|
|||
Operating income adjusted for extra week (Non-GAAP)
|
$
|
182,046
|
|
|
$
|
175,457
|
|
|
$
|
6,589
|
|
|
3.8
|
%
|
(1)
|
Includes severance charges, professional fees on 3-year financial objectives, facility closure costs and costs associated with our revised business technology strategy.
|
|
July 1, 2017
(52 weeks)
(GAAP)
|
|
Impact of 14th week from fiscal 2016
|
|
July 1, 2017
(52 weeks basis)
(Non-GAAP)
|
|||
U.S. Foodservice Operations
|
(1.0
|
)%
|
|
2.0
|
%
|
|
0.9
|
%
|
Total local Broadline
|
(0.1
|
)
|
|
2.5
|
|
|
2.4
|
|
|
Increase (Decrease)
|
||||||
|
2017
|
|
2016
|
||||
Increase in cost per case (GAAP basis)
|
$
|
0.022
|
|
|
$
|
0.040
|
|
Impact of Certain Items
|
0.032
|
|
|
—
|
|
||
(Decrease) increase in adjusted cost per case (Non-GAAP basis)
|
(0.011
|
)
|
|
0.040
|
|
||
Impact of fuel prices
|
(0.022
|
)
|
|
0.040
|
|
||
Increase in adjusted cost per case (Non-GAAP basis)
|
$
|
0.011
|
|
|
$
|
—
|
|
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
|
|
|
|
Year Ended
|
|
|
|
|
||||||||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
Period Change
$ |
|
July 2, 2016
|
|
June 27, 2015
|
|
Period Change
$ |
|
Cumulative 24-month Change $ results
|
||||||||||||||
Sales (GAAP)
|
$
|
55,371,139
|
|
|
$
|
50,366,919
|
|
|
$
|
5,004,220
|
|
|
$
|
50,366,919
|
|
|
$
|
48,680,752
|
|
|
$
|
1,686,167
|
|
|
|
||
Impact of Brakes
|
(5,170,787
|
)
|
|
—
|
|
|
(5,170,787
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||
Sales excluding the impact of Brakes (Non-GAAP)
|
$
|
50,200,352
|
|
|
$
|
50,366,919
|
|
|
$
|
(166,567
|
)
|
|
$
|
50,366,919
|
|
|
$
|
48,680,752
|
|
|
$
|
1,686,167
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gross profit (GAAP)
|
$
|
10,557,507
|
|
|
$
|
9,040,472
|
|
|
$
|
1,517,035
|
|
|
$
|
9,040,472
|
|
|
$
|
8,551,516
|
|
|
$
|
488,956
|
|
|
|
||
Impact of Brakes
|
(1,333,852
|
)
|
|
—
|
|
|
(1,333,852
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||
Gross profit excluding the impact of Brakes (Non-GAAP)
|
$
|
9,223,655
|
|
|
$
|
9,040,472
|
|
|
$
|
183,183
|
|
|
$
|
9,040,472
|
|
|
$
|
8,551,516
|
|
|
$
|
488,956
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gross margin (GAAP)
|
19.07
|
%
|
|
17.95
|
%
|
|
1.12
|
%
|
|
17.95
|
%
|
|
17.57
|
%
|
|
0.38
|
%
|
|
|
||||||||
Impact of Brakes
|
0.69
|
|
|
—
|
|
|
0.69
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||
Gross margin excluding the impact of Brakes (Non-GAAP)
|
18.38
|
%
|
|
17.95
|
%
|
|
0.43
|
%
|
|
17.95
|
%
|
|
17.57
|
%
|
|
0.38
|
%
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating expenses (GAAP)
|
$
|
8,504,336
|
|
|
$
|
7,189,972
|
|
|
$
|
1,314,364
|
|
|
$
|
7,189,972
|
|
|
$
|
7,322,154
|
|
|
$
|
(132,182
|
)
|
|
|
||
MEPP Charge
|
(35,600
|
)
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|||||||||||
Impact of restructuring costs
(1)
|
(161,011
|
)
|
|
(123,134
|
)
|
|
(37,877
|
)
|
|
(123,134
|
)
|
|
(7,801
|
)
|
|
(115,333
|
)
|
|
|
||||||||
Impact of acquisition-related costs
(2)
|
(102,049
|
)
|
|
(35,614
|
)
|
|
(66,435
|
)
|
|
(35,614
|
)
|
|
(554,667
|
)
|
|
519,053
|
|
|
|
||||||||
Operating expenses adjusted for certain items (Non-GAAP)
|
$
|
8,205,676
|
|
|
$
|
7,031,224
|
|
|
$
|
1,210,052
|
|
|
$
|
7,031,224
|
|
|
$
|
6,759,686
|
|
|
$
|
271,538
|
|
|
|
||
Impact of Brakes
|
(1,282,800
|
)
|
|
—
|
|
|
(1,282,800
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||
Impact of Brakes restructuring costs
(3)
|
13,732
|
|
|
—
|
|
|
13,732
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||
Impact of Brakes acquisition-related costs
(2)
|
78,273
|
|
|
—
|
|
|
78,273
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||
Operating expenses adjusted for certain items and excluding the impact of Brakes (Non-GAAP)
|
$
|
7,014,881
|
|
|
$
|
7,031,224
|
|
|
$
|
19,257
|
|
|
$
|
7,031,224
|
|
|
$
|
6,759,686
|
|
|
$
|
271,538
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income (GAAP)
|
$
|
2,053,171
|
|
|
$
|
1,850,500
|
|
|
$
|
202,671
|
|
|
$
|
1,850,500
|
|
|
$
|
1,229,362
|
|
|
$
|
621,138
|
|
|
$
|
754,331
|
|
MEPP Charge
|
35,600
|
|
|
—
|
|
|
35,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,600
|
|
|||||||
Impact of restructuring costs
(1)
|
161,011
|
|
|
123,134
|
|
|
37,877
|
|
|
123,134
|
|
|
7,801
|
|
|
115,333
|
|
|
153,210
|
|
|||||||
Impact of acquisition-related costs
(2)
|
102,049
|
|
|
35,614
|
|
|
66,435
|
|
|
35,614
|
|
|
554,667
|
|
|
(519,053
|
)
|
|
(452,618
|
)
|
|||||||
Operating income adjusted for certain items (Non-GAAP)
|
$
|
2,351,831
|
|
|
$
|
2,009,248
|
|
|
$
|
342,583
|
|
|
$
|
2,009,248
|
|
|
$
|
1,791,830
|
|
|
$
|
217,418
|
|
|
$
|
560,001
|
|
Impact of Brakes
|
(51,053
|
)
|
|
—
|
|
|
(51,053
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,053
|
)
|
|||||||
Impact of Brakes restructuring costs
(3)
|
(13,732
|
)
|
|
—
|
|
|
(13,732
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,732
|
)
|
|||||||
Impact of Brakes acquisition-related costs
(2)
|
(78,273
|
)
|
|
—
|
|
|
(78,273
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78,273
|
)
|
|||||||
Operating income adjusted for certain items and excluding the impact of Brakes (Non-GAAP)
|
$
|
2,208,773
|
|
|
$
|
2,009,248
|
|
|
$
|
199,525
|
|
|
$
|
2,009,248
|
|
|
$
|
1,791,830
|
|
|
$
|
217,418
|
|
|
$
|
416,943
|
|
(1)
|
Includes
$111 million
in accelerated depreciation associated with our revised business technology strategy and
$46 million
related to professional fees on 3-year financial objectives, restructuring expenses within our Brakes operations, costs to convert to legacy systems in conjunction with our revised business technology strategy and severance charges related to restructuring.
|
(2)
|
Fiscal
2017
includes
$76 million
related to intangible amortization expense from the Brakes acquisition, which is included in the results of Brakes and
$24 million
in transaction costs. Fiscal
2016
includes US Foods merger integration and termination costs.
|
(3)
|
Includes Brakes Acquisition restructuring charges.
|
•
|
Cash flows from operations were
$2.2 billion
in fiscal
2017
compared to
$1.9 billion
in fiscal
2016
;
|
•
|
Net capital expenditures totaled
$662.7 million
in fiscal
2017
compared to
$503.8 million
in fiscal
2016
;
|
•
|
Free cash flow was
$1.5 billion
in fiscal
2017
compared to
$1.4 billion
in fiscal
2016
(see “Non-GAAP reconciliation” below under the heading “Free Cash Flow”);
|
•
|
Cash used for acquisition of businesses was
$2.9 billion
in fiscal
2017
compared to
$219.2 million
in fiscal
2016
;
|
•
|
There were
$119.7 million
of net bank borrowings in fiscal
2017
compared to
no
net bank borrowings in fiscal
2016
;
|
•
|
Dividends paid were
$698.6 million
in fiscal
2017
compared to
$698.9 million
in fiscal
2016
; and
|
•
|
We repurchased
$1.9 billion
of shares in each of fiscal
2017
and fiscal
2016
.
|
•
|
We issued an aggregate of
$750.0 million
and
$5.1 billion
in new senior notes in fiscal
2017
and
2016
, respectively; and
|
•
|
We redeemed senior notes in the amount of
$5.1 billion
in fiscal
2016
, using cash on hand and proceeds from borrowings under our commercial paper program.
|
•
|
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).
|
•
|
fleet replacements;
|
•
|
investments in technology;
|
•
|
replacement or significant expansion of facilities in Costa Rica, Georgia, Missouri, Maryland, and Texas; and
|
•
|
warehouse equipment.
|
•
|
fleet replacements;
|
•
|
investments in technology;
|
•
|
replacement or significant expansion of facilities in California, Maryland, Texas, and Virginia; and
|
•
|
construction of fold-out facilities in Ireland and Texas.
|
•
|
fleet replacements;
|
•
|
investments in technology;
|
•
|
replacement or significant expansion of facilities in Arizona, California, Iowa and Virginia; and
|
•
|
construction of fold-out facilities in Ireland.
|
|
2017
|
|
2016
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Net cash provided by operating activities (GAAP)
|
$
|
2,176,425
|
|
|
$
|
1,933,142
|
|
|
$
|
243,283
|
|
|
12.6
|
%
|
Additions to plant and equipment
|
(686,378
|
)
|
|
(527,346
|
)
|
|
(159,032
|
)
|
|
30.2
|
|
|||
Proceeds from sales of plant and equipment
|
23,715
|
|
|
23,511
|
|
|
204
|
|
|
0.9
|
|
|||
Free Cash Flow (Non-GAAP)
|
$
|
1,513,762
|
|
|
$
|
1,429,307
|
|
|
$
|
84,455
|
|
|
5.9
|
%
|
|
2016
|
|
2015
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Net cash provided by operating activities (GAAP)
|
$
|
1,933,142
|
|
|
$
|
1,555,484
|
|
|
$
|
377,658
|
|
|
24.3
|
%
|
Additions to plant and equipment
|
(527,346
|
)
|
|
(542,830
|
)
|
|
15,484
|
|
|
(2.9
|
)
|
|||
Proceeds from sales of plant and equipment
|
23,511
|
|
|
24,472
|
|
|
(961
|
)
|
|
(3.9
|
)
|
|||
Free Cash Flow (Non-GAAP)
|
$
|
1,429,307
|
|
|
$
|
1,037,126
|
|
|
$
|
392,181
|
|
|
37.8
|
%
|
•
|
$551.0 million
outstanding from our commercial paper program
|
•
|
No
amounts outstanding from the credit facility supporting the company’s U.S. commercial paper programs.
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
More Than
|
||||||||||
|
Total
|
|
< 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
5 Years
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Recorded Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal payments of long-term debt
|
$
|
8,172,958
|
|
|
$
|
620,908
|
|
|
$
|
755,593
|
|
|
$
|
1,700,140
|
|
|
$
|
5,096,317
|
|
Capital leases
|
95,332
|
|
|
28,371
|
|
|
42,406
|
|
|
19,186
|
|
|
5,369
|
|
|||||
Deferred compensation
(1)
|
99,692
|
|
|
8,974
|
|
|
13,882
|
|
|
8,285
|
|
|
68,551
|
|
|||||
U.S. pension plan
(2)
|
174,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
174,000
|
|
|||||
International pension plans
|
140,723
|
|
|
9,169
|
|
|
21,419
|
|
|
25,636
|
|
|
84,499
|
|
|||||
SERP and other postretirement plans
(3)
|
316,332
|
|
|
30,837
|
|
|
62,710
|
|
|
63,576
|
|
|
159,209
|
|
|||||
Unrecognized tax benefits and interest
(4)
|
26,985
|
|
|
|
|
|
|
|
|
|
|||||||||
Unrecorded Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest payments related to debt
(5)
|
3,255,546
|
|
|
290,735
|
|
|
513,014
|
|
|
445,561
|
|
|
2,006,236
|
|
|||||
Operating lease obligations
|
605,216
|
|
|
96,953
|
|
|
146,940
|
|
|
100,306
|
|
|
261,017
|
|
|||||
Purchase obligations
(6)
|
3,466,595
|
|
|
2,809,804
|
|
|
550,583
|
|
|
94,192
|
|
|
12,016
|
|
|||||
Total contractual cash obligations
|
$
|
16,353,379
|
|
|
$
|
3,895,751
|
|
|
$
|
2,106,547
|
|
|
$
|
2,456,882
|
|
|
$
|
7,867,214
|
|
(1)
|
The estimate of the timing of future payments under the Executive Deferred Compensation Plan and Management Savings Plan involves the use of certain assumptions, including retirement ages and payout periods.
|
(2)
|
The estimated contributions through fiscal
2027
to meet ERISA minimum funding requirements based on actuarial assumptions include the extension of funding relief included in the Highway and Transportation Funding Act of 2014 and the Bipartisan Budget Act of 2015.
|
(3)
|
Includes estimated contributions to the unfunded SERP and other postretirement benefit plans made in amounts needed to fund benefit payments for vested participants in these plans through fiscal
2027
, based on actuarial assumptions.
|
(4)
|
Unrecognized tax benefits relate to uncertain tax positions recorded under accounting standards related to uncertain tax positions. As of
July 1, 2017
, we had a liability of
$16.3 million
for unrecognized tax benefits for all tax jurisdictions and
$10.7 million
for related interest that could result in cash payment. We are not able to reasonably estimate the timing of payments or the amount by which the liability will increase or decrease over time. Accordingly, the related balances have not been reflected in the “Payments Due by Period” section of the table.
|
(5)
|
Includes payments on floating rate debt based on rates as of
July 1, 2017
, assuming amount remains unchanged until maturity, and payments on fixed rate debt based on maturity dates. The impact of our outstanding fixed-to-floating interest rate swap on the fixed rate debt interest payments is included as well based on the floating rates in effect as of
July 1, 2017
.
|
(6)
|
For purposes of this table, purchase obligations include agreements for purchases of product in the normal course of business, for which all significant terms have been confirmed, including minimum quantities resulting from our category management initiative. As we progress with this initiative, our purchase obligations are increasing. Such amounts included in the table above are based on estimates. Purchase obligations also includes amounts committed with various third-party service providers to provide information technology services for periods up to fiscal
2022
(see discussion under
Note 20
,
"Commitments and Contingencies,"
to the Notes to Consolidated Financial Statements in Item 8). Purchase obligations exclude full requirements electricity contracts where no stated minimum purchase volume is required.
|
Maturity Date of Swap
|
|
Notional Value
|
|
Fixed Coupon Rate on Hedged Debt
|
|
Floating Interest Rate on Swap
|
|
Floating Rate Reset Terms
|
|
Location of Fair Value on Balance Sheet
|
|
Fair Value
of Asset (Liability)
(in thousands)
|
|||||
February 12, 2018
|
|
$
|
500,000,000
|
|
|
5.25
|
%
|
|
Six-month LIBOR
|
|
Every six months in arrears
|
|
Other current assets
|
|
$
|
707
|
|
April 1, 2019
|
|
500,000,000
|
|
|
1.90
|
|
|
Three-month LIBOR
|
|
Every three months in advance
|
|
Other long-term liabilities
|
|
(4,226
|
)
|
||
October 1, 2020
|
|
750,000,000
|
|
|
2.60
|
|
|
Three-month LIBOR
|
|
Every three months in advance
|
|
Other long-term liabilities
|
|
(7,449
|
)
|
||
July 15, 2021
|
|
500,000,000
|
|
|
2.50
|
|
|
Three-month LIBOR
|
|
Every three months in advance
|
|
Other long-term liabilities
|
|
(9,715
|
)
|
|
Interest Rate Position as of July 1, 2017
|
||||||||||||||||||||||||||||||
|
Principal Amount by Expected Maturity
|
||||||||||||||||||||||||||||||
|
Average Interest Rate
|
||||||||||||||||||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||
U.S. $ Denominated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed Rate Debt
|
$
|
119,750
|
|
|
$
|
250,050
|
|
|
$
|
70
|
|
|
$
|
70
|
|
|
$
|
450,070
|
|
|
$
|
4,525,140
|
|
|
$
|
5,345,150
|
|
|
$
|
5,552,832
|
|
Average Interest Rate
|
1.4
|
%
|
|
5.4
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.6
|
%
|
|
4.3
|
%
|
|
4.1
|
%
|
|
|
|
||||||||
Floating Rate Debt
(1)
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
750,000
|
|
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
2,250,000
|
|
|
$
|
2,250,000
|
|
Average Interest Rate
|
5.3
|
%
|
|
1.9
|
%
|
|
—
|
%
|
|
2.6
|
%
|
|
2.5
|
%
|
|
—
|
%
|
|
3.0
|
%
|
|
|
|
||||||||
Euro Denominated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed Rate Debt
|
$
|
209
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
571,177
|
|
|
$
|
571,387
|
|
|
$
|
575,835
|
|
Average Interest Rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1.3
|
%
|
|
1.2
|
%
|
|
|
|
(1)
|
Includes fixed rate debt that has been converted to floating rate debt through an interest rate swap agreement.
|
|
Interest Rate Position as of July 1, 2017
|
||||||||||||||||||||||||||||||
|
Notional Amount by Expected Maturity
|
||||||||||||||||||||||||||||||
|
Average Interest Swap Rate
|
||||||||||||||||||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||
Interest Rate Swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Related To Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Pay Variable/Receive Fixed
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
$
|
750,000
|
|
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,250,000
|
|
|
$
|
(20,683
|
)
|
Average Variable Rate Paid:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Rate A Plus
|
3.24
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.24
|
%
|
|
—
|
%
|
||||||||
Rate B Plus
|
—
|
%
|
|
0.8
|
%
|
|
1.12
|
%
|
|
1.13
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1.03
|
%
|
|
—
|
%
|
||||||||
Fixed Rate Received
|
5.25
|
%
|
|
1.9
|
%
|
|
2.6
|
%
|
|
2.5
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.01
|
%
|
|
—
|
%
|
|
Page
|
Consolidated Financial Statements:
|
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
869,502
|
|
|
$
|
3,919,300
|
|
Accounts and notes receivable, less allowances of
$31,059 and $37,880 |
4,012,393
|
|
|
3,380,971
|
|
||
Inventories, net
|
2,995,598
|
|
|
2,639,174
|
|
||
Prepaid expenses and other current assets
|
139,185
|
|
|
114,454
|
|
||
Income tax receivable
|
16,760
|
|
|
—
|
|
||
Total current assets
|
8,033,438
|
|
|
10,053,899
|
|
||
Plant and equipment at cost, less depreciation
|
4,377,302
|
|
|
3,880,442
|
|
||
Long-term assets
|
|
|
|
|
|
||
Goodwill
|
3,916,128
|
|
|
2,121,661
|
|
||
Intangibles, less amortization
|
1,037,511
|
|
|
207,461
|
|
||
Deferred income taxes
|
142,472
|
|
|
207,320
|
|
||
Other assets
|
249,804
|
|
|
251,021
|
|
||
Total long-term assets
|
5,345,915
|
|
|
2,787,463
|
|
||
Total assets
|
$
|
17,756,655
|
|
|
$
|
16,721,804
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
|
|
||
Notes payable
|
$
|
3,938
|
|
|
$
|
89,563
|
|
Accounts payable
|
3,971,112
|
|
|
2,935,982
|
|
||
Accrued expenses
|
1,576,221
|
|
|
1,289,312
|
|
||
Accrued income taxes
|
14,540
|
|
|
110,690
|
|
||
Current maturities of long-term debt
|
530,075
|
|
|
8,909
|
|
||
Total current liabilities
|
6,095,886
|
|
|
4,434,456
|
|
||
Long-term liabilities
|
|
|
|
|
|
||
Long-term debt
|
7,660,877
|
|
|
7,336,930
|
|
||
Deferred income taxes
|
161,715
|
|
|
26,942
|
|
||
Other long-term liabilities
|
1,373,822
|
|
|
1,368,482
|
|
||
Total long-term liabilities
|
9,196,414
|
|
|
8,732,354
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Noncontrolling interests
|
82,839
|
|
|
75,386
|
|
||
Shareholders’ equity
|
|
|
|
|
|
||
Preferred stock, par value $1 per share
Authorized 1,500,000 shares, issued none |
—
|
|
|
—
|
|
||
Common stock, par value $1 per share
Authorized 2,000,000,000 shares, issued 765,174,900 shares
|
765,175
|
|
|
765,175
|
|
||
Paid-in capital
|
1,327,366
|
|
|
1,281,140
|
|
||
Retained earnings
|
9,447,755
|
|
|
9,006,138
|
|
||
Accumulated other comprehensive loss
|
(1,262,737
|
)
|
|
(1,358,118
|
)
|
||
Treasury stock at cost, 235,135,699 and
205,577,484 shares
|
(7,896,043
|
)
|
|
(6,214,727
|
)
|
||
Total shareholders’ equity
|
2,381,516
|
|
|
3,479,608
|
|
||
Total liabilities and shareholders’ equity
|
$
|
17,756,655
|
|
|
$
|
16,721,804
|
|
|
Year Ended
|
||||||||||
|
Jul. 1, 2017
|
|
Jul. 2, 2016
|
|
Jun. 27, 2015
|
||||||
|
(In thousands except for share and per share data)
|
||||||||||
Sales
|
$
|
55,371,139
|
|
|
$
|
50,366,919
|
|
|
$
|
48,680,752
|
|
Cost of sales
|
44,813,632
|
|
|
41,326,447
|
|
|
40,129,236
|
|
|||
Gross profit
|
10,557,507
|
|
|
9,040,472
|
|
|
8,551,516
|
|
|||
Operating expenses
|
8,504,336
|
|
|
7,189,972
|
|
|
7,322,154
|
|
|||
Operating income
|
2,053,171
|
|
|
1,850,500
|
|
|
1,229,362
|
|
|||
Interest expense
|
302,878
|
|
|
306,146
|
|
|
254,807
|
|
|||
Other expense (income), net
|
(15,937
|
)
|
|
111,347
|
|
|
(33,592
|
)
|
|||
Earnings before income taxes
|
1,766,230
|
|
|
1,433,007
|
|
|
1,008,147
|
|
|||
Income taxes
|
623,727
|
|
|
483,385
|
|
|
321,374
|
|
|||
Net earnings
|
$
|
1,142,503
|
|
|
$
|
949,622
|
|
|
$
|
686,773
|
|
|
|
|
|
|
|
||||||
Net earnings:
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
2.10
|
|
|
$
|
1.66
|
|
|
$
|
1.16
|
|
Diluted earnings per share
|
2.08
|
|
|
1.64
|
|
|
1.15
|
|
|||
|
|
|
|
|
|
||||||
Average shares outstanding
|
543,496,816
|
|
|
573,057,406
|
|
|
592,072,308
|
|
|||
Diluted shares outstanding
|
548,545,027
|
|
|
577,391,406
|
|
|
596,849,034
|
|
|||
Dividends declared per common share
|
$
|
1.30
|
|
|
$
|
1.23
|
|
|
$
|
1.19
|
|
|
Year Ended
|
||||||||||
|
Jul. 1, 2017
|
|
Jul. 2, 2016
|
|
Jun. 27, 2015
|
||||||
|
(In thousands)
|
||||||||||
Net earnings
|
$
|
1,142,503
|
|
|
$
|
949,622
|
|
|
$
|
686,773
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment
|
(11,243
|
)
|
|
(39,080
|
)
|
|
(232,185
|
)
|
|||
Items presented net of tax:
|
|
|
|
|
|
|
|
|
|||
Amortization of cash flow hedges
|
7,082
|
|
|
7,111
|
|
|
5,116
|
|
|||
Change in net investment hedge
|
(24,012
|
)
|
|
—
|
|
|
—
|
|
|||
Change in cash flow hedge
|
(6,698
|
)
|
|
—
|
|
|
—
|
|
|||
Change in fair value of cash flow hedges
|
—
|
|
|
(3,779
|
)
|
|
(34,111
|
)
|
|||
Amortization of prior service cost
|
7,004
|
|
|
6,992
|
|
|
6,949
|
|
|||
Amortization of actuarial loss, net
|
25,965
|
|
|
13,352
|
|
|
11,972
|
|
|||
Actuarial gain (loss), net arising in current year
|
97,283
|
|
|
(419,517
|
)
|
|
(38,275
|
)
|
|||
Total other comprehensive income (loss)
|
95,381
|
|
|
(434,921
|
)
|
|
(280,534
|
)
|
|||
Comprehensive income
|
$
|
1,237,884
|
|
|
$
|
514,701
|
|
|
$
|
406,239
|
|
|
|
|
|
|
|
|
|
|
Accumulated
Other Comprehensive
Loss
|
|
|
|
|
|
|
||||||||||||||
|
Common Stock
|
|
Paid-in
Capital
|
|
Retained
Earnings
|
|
|
Treasury Stock
|
|
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amounts
|
|
Totals
|
|||||||||||||||||
|
(In thousands except for share data)
|
||||||||||||||||||||||||||||
Balance as of June 28, 2014
|
765,174,900
|
|
|
$
|
765,175
|
|
|
$
|
1,139,218
|
|
|
$
|
8,770,751
|
|
|
$
|
(642,663
|
)
|
|
179,050,186
|
|
|
$
|
(4,765,786
|
)
|
|
$
|
5,266,695
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
686,773
|
|
|
|
|
|
|
|
|
|
|
|
686,773
|
|
||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
(232,185
|
)
|
|
|
|
|
|
|
|
(232,185
|
)
|
||||||
Amortization of cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
5,116
|
|
|
|
|
|
|
|
|
5,116
|
|
||||||
Change in fair value of cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(34,111
|
)
|
|
|
|
|
|
|
|
(34,111
|
)
|
||||||
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
18,921
|
|
|
|
|
|
|
|
|
18,921
|
|
||||||
Pension funded status adjustment, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(38,275
|
)
|
|
|
|
|
|
|
|
(38,275
|
)
|
||||||
Dividends declared
|
|
|
|
|
|
|
|
|
|
(705,539
|
)
|
|
|
|
|
|
|
|
|
|
|
(705,539
|
)
|
||||||
Share-based compensation awards
|
|
|
|
|
|
|
74,781
|
|
|
|
|
|
|
|
|
(8,192,955
|
)
|
|
218,048
|
|
|
292,829
|
|
||||||
Balance as of June 27, 2015
|
765,174,900
|
|
|
$
|
765,175
|
|
|
$
|
1,213,999
|
|
|
$
|
8,751,985
|
|
|
$
|
(923,197
|
)
|
|
170,857,231
|
|
|
$
|
(4,547,738
|
)
|
|
$
|
5,260,224
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
949,622
|
|
|
|
|
|
|
|
|
|
|
|
949,622
|
|
||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
(39,080
|
)
|
|
|
|
|
|
|
|
(39,080
|
)
|
||||||
Amortization of cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
7,111
|
|
|
|
|
|
|
|
|
7,111
|
|
||||||
Change in fair value of cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,779
|
)
|
|
|
|
|
|
|
|
(3,779
|
)
|
||||||
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
20,344
|
|
|
|
|
|
|
|
|
20,344
|
|
||||||
Pension funded status adjustment, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(419,517
|
)
|
|
|
|
|
|
|
|
(419,517
|
)
|
||||||
Dividends declared
|
|
|
|
|
|
|
|
|
|
(695,469
|
)
|
|
|
|
|
|
|
|
|
|
|
(695,469
|
)
|
||||||
Treasury stock purchases
|
|
|
|
|
|
|
|
|
|
|
44,716,180
|
|
|
(1,949,445
|
)
|
|
(1,949,445
|
)
|
|||||||||||
Share-based compensation awards
|
|
|
|
|
|
|
67,141
|
|
|
|
|
|
|
|
|
(9,995,927
|
)
|
|
282,456
|
|
|
349,597
|
|
||||||
Balance as of July 2, 2016
|
765,174,900
|
|
|
$
|
765,175
|
|
|
$
|
1,281,140
|
|
|
$
|
9,006,138
|
|
|
$
|
(1,358,118
|
)
|
|
205,577,484
|
|
|
$
|
(6,214,727
|
)
|
|
$
|
3,479,608
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
1,142,503
|
|
|
|
|
|
|
|
|
|
|
|
1,142,503
|
|
||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,243
|
)
|
|
|
|
|
|
|
|
(11,243
|
)
|
||||||
Change in fair value of cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(23,628
|
)
|
|
|
|
|
|
|
|
(23,628
|
)
|
||||||
Pension funded status adjustment, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
130,252
|
|
|
|
|
|
|
|
|
130,252
|
|
||||||
Dividends declared
|
|
|
|
|
|
|
|
|
|
(700,886
|
)
|
|
|
|
|
|
|
|
|
|
|
(700,886
|
)
|
||||||
Treasury stock purchases
|
|
|
|
|
|
|
|
|
|
|
36,224,078
|
|
|
(1,886,121
|
)
|
|
(1,886,121
|
)
|
|||||||||||
Increase in ownership interest in subsidiaries
|
|
|
|
|
(39,991
|
)
|
|
|
|
|
|
|
|
|
|
(39,991
|
)
|
||||||||||||
Share-based compensation awards
|
|
|
|
|
|
|
86,217
|
|
|
|
|
|
|
|
|
(6,665,863
|
)
|
|
204,805
|
|
|
291,022
|
|
||||||
Balance as of July 1, 2017
|
765,174,900
|
|
|
$
|
765,175
|
|
|
$
|
1,327,366
|
|
|
$
|
9,447,755
|
|
|
$
|
(1,262,737
|
)
|
|
235,135,699
|
|
|
$
|
(7,896,043
|
)
|
|
$
|
2,381,516
|
|
|
Year Ended
|
||||||||||
|
Jul. 1, 2017
|
|
Jul. 2, 2016
|
|
Jun. 27, 2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||
Net earnings
|
$
|
1,142,503
|
|
|
$
|
949,622
|
|
|
$
|
686,773
|
|
Adjustments to reconcile net earnings to cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Share-based compensation expense
|
83,883
|
|
|
79,466
|
|
|
73,766
|
|
|||
Depreciation and amortization
|
901,992
|
|
|
662,710
|
|
|
553,021
|
|
|||
Amortization of debt issuance and other debt-related costs
|
31,852
|
|
|
45,137
|
|
|
27,943
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
86,460
|
|
|
—
|
|
|||
Loss on foreign exchange remeasurement
|
—
|
|
|
101,228
|
|
|
—
|
|
|||
Deferred income taxes
|
(51,846
|
)
|
|
93,871
|
|
|
(4,705
|
)
|
|||
Provision for losses on receivables
|
20,672
|
|
|
20,372
|
|
|
17,996
|
|
|||
Other non-cash items
|
6,704
|
|
|
23,347
|
|
|
(24,205
|
)
|
|||
Additional changes in certain assets and liabilities, net of effect of businesses acquired:
|
|
|
|
|
|
||||||
Decrease (increase) in receivables
|
20,452
|
|
|
(27,311
|
)
|
|
(11,741
|
)
|
|||
(Increase) decrease in inventories
|
(113,647
|
)
|
|
66,937
|
|
|
(125,232
|
)
|
|||
Decrease (increase) in prepaid expenses and other current assets
|
8,158
|
|
|
(8,468
|
)
|
|
(10,508
|
)
|
|||
Increase in accounts payable
|
322,775
|
|
|
23,863
|
|
|
72,516
|
|
|||
(Decrease) increase in accrued expenses
|
(28,422
|
)
|
|
(178,275
|
)
|
|
464,403
|
|
|||
(Decrease) increase in accrued income taxes
|
(74,590
|
)
|
|
231,542
|
|
|
(32,843
|
)
|
|||
(Increase) in other assets
|
(36,449
|
)
|
|
(6,639
|
)
|
|
(10,745
|
)
|
|||
(Decrease) in other long-term liabilities
|
(18,629
|
)
|
|
(196,190
|
)
|
|
(105,501
|
)
|
|||
Excess tax benefits from share-based compensation arrangements
|
(38,983
|
)
|
|
(34,530
|
)
|
|
(15,454
|
)
|
|||
Net cash provided by operating activities
|
2,176,425
|
|
|
1,933,142
|
|
|
1,555,484
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions to plant and equipment
|
(686,378
|
)
|
|
(527,346
|
)
|
|
(542,830
|
)
|
|||
Proceeds from sales of plant and equipment
|
23,715
|
|
|
23,511
|
|
|
24,472
|
|
|||
Acquisition of businesses, net of cash acquired
|
(2,921,798
|
)
|
|
(219,218
|
)
|
|
(115,862
|
)
|
|||
Decrease (increase) in restricted cash
|
—
|
|
|
168,274
|
|
|
(20,126
|
)
|
|||
Purchase of foreign currency options
|
—
|
|
|
(103,501
|
)
|
|
—
|
|
|||
Proceeds from the sales of foreign currency options
|
—
|
|
|
57,452
|
|
|
—
|
|
|||
Net cash used for investing activities
|
(3,584,461
|
)
|
|
(600,828
|
)
|
|
(654,346
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Bank and commercial paper borrowings (repayments), net
|
119,700
|
|
|
—
|
|
|
(129,999
|
)
|
|||
Other debt borrowings including senior notes
|
753,834
|
|
|
5,134,709
|
|
|
5,041,032
|
|
|||
Other debt repayments
|
(143,664
|
)
|
|
(126,797
|
)
|
|
(354,007
|
)
|
|||
Redemption of senior notes
|
—
|
|
|
(5,050,000
|
)
|
|
—
|
|
|||
Debt issuance costs
|
(8,599
|
)
|
|
(39,676
|
)
|
|
(30,980
|
)
|
|||
Cash paid for settlement of cash flow hedge
|
—
|
|
|
(6,134
|
)
|
|
—
|
|
|||
Cash received (paid) from termination of interest rate swap agreements
|
—
|
|
|
14,496
|
|
|
(188,840
|
)
|
|||
Proceeds from stock option exercises
|
204,805
|
|
|
282,455
|
|
|
240,176
|
|
|||
Treasury stock purchases
|
(1,886,121
|
)
|
|
(1,949,445
|
)
|
|
—
|
|
|||
Dividends paid
|
(698,647
|
)
|
|
(698,869
|
)
|
|
(695,274
|
)
|
|||
Excess tax benefits from share-based compensation arrangements
|
38,983
|
|
|
34,530
|
|
|
15,454
|
|
|||
Net cash (used for) provided by financing activities
|
(1,619,709
|
)
|
|
(2,404,731
|
)
|
|
3,897,562
|
|
|||
Effect of exchange rates on cash and cash equivalents
|
(22,104
|
)
|
|
(138,327
|
)
|
|
(81,702
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(3,049,849
|
)
|
|
(1,210,744
|
)
|
|
4,716,998
|
|
|||
Cash and cash equivalents at beginning of period
|
3,919,351
|
|
|
5,130,044
|
|
|
413,046
|
|
|||
Cash and cash equivalents at end of period
|
$
|
869,502
|
|
|
$
|
3,919,300
|
|
|
$
|
5,130,044
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest
|
$
|
285,025
|
|
|
$
|
200,174
|
|
|
$
|
192,939
|
|
Income taxes
|
761,384
|
|
|
180,565
|
|
|
376,508
|
|
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
|
|
|
Purchase Price
Allocation
|
||
Accounts receivable
|
$
|
686,776
|
|
Inventory
|
248,031
|
|
|
Plant and equipment
|
595,388
|
|
|
Other assets
|
47,217
|
|
|
Goodwill and other intangibles
(1)
|
2,789,065
|
|
|
Total assets
|
4,366,477
|
|
|
Accounts payable
|
(707,622
|
)
|
|
Accrued expenses
|
(474,501
|
)
|
|
Deferred tax liabilities
|
(197,629
|
)
|
|
Other liabilities
|
(76,183
|
)
|
|
Total consideration, net of cash acquired
|
$
|
2,910,542
|
|
(1)
|
The excess purchase price of
$1.8 billion
was assigned to goodwill,
no
ne of which is deductible for income tax purposes. This goodwill has been assigned to the International Foodservice Operations reportable segment. Intangible assets added
|
|
Year Ended
|
||
|
Jul. 2, 2016
|
||
Sales
|
$
|
55,922,506
|
|
Income before taxes
|
1,441,667
|
|
|
Net earnings
|
954,888
|
|
|
|
|
||
Net earnings:
|
|
||
Basic earnings per common share
|
$
|
1.67
|
|
Diluted earnings per common share
|
1.65
|
|
(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 Brakes 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 Brakes Acquisition.
|
(v)
|
The elimination of interest income from related party debt instruments issued to the Brakes Group prior to the Brakes Acquisition.
|
(vi)
|
The elimination of minority interests in the Brakes Group entities, as the majority of the interests were repurchased before the Brakes 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 Jul. 1, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
238,954
|
|
|
$
|
49,430
|
|
|
$
|
—
|
|
|
$
|
288,384
|
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
—
|
|
|
707
|
|
|
—
|
|
|
707
|
|
||||
Fuel swaps
|
—
|
|
|
717
|
|
|
—
|
|
|
717
|
|
||||
Total assets at fair value
|
$
|
238,954
|
|
|
$
|
50,854
|
|
|
$
|
—
|
|
|
$
|
289,808
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Other current liabilities:
|
|
|
|
|
|
|
|
||||||||
Fuel swaps
|
$
|
—
|
|
|
$
|
6,160
|
|
|
$
|
—
|
|
|
$
|
6,160
|
|
Other long-term liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
—
|
|
|
21,390
|
|
|
—
|
|
|
21,390
|
|
||||
Cross-currency swaps
|
|
|
5,816
|
|
|
|
|
5,816
|
|
||||||
Foreign currency swaps
|
—
|
|
|
12,308
|
|
|
—
|
|
|
12,308
|
|
||||
Foreign currency forwards
|
—
|
|
|
154
|
|
|
—
|
|
|
154
|
|
||||
Fuel swaps
|
|
|
160
|
|
|
|
|
160
|
|
||||||
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
45,988
|
|
|
$
|
—
|
|
|
$
|
45,988
|
|
|
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 swaps
|
—
|
|
|
36,805
|
|
|
—
|
|
|
36,805
|
|
||||
Total assets at fair value
|
$
|
634,230
|
|
|
$
|
80,075
|
|
|
$
|
—
|
|
|
$
|
714,305
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Balance at beginning of period
|
$
|
37,880
|
|
|
$
|
41,720
|
|
|
$
|
49,902
|
|
Charged to costs and expenses
|
20,672
|
|
|
20,372
|
|
|
17,996
|
|
|||
Customer accounts written off, net of recoveries
|
(26,943
|
)
|
|
(23,551
|
)
|
|
(25,719
|
)
|
|||
Other adjustments
|
(550
|
)
|
|
(661
|
)
|
|
(459
|
)
|
|||
Balance at end of period
|
$
|
31,059
|
|
|
$
|
37,880
|
|
|
$
|
41,720
|
|
|
Jul. 1, 2017
|
|
Jul. 2, 2016
|
|
Estimated Useful Lives
|
||||
|
(In thousands)
|
|
|
||||||
Plant and equipment at cost:
|
|
|
|
|
|
|
|
||
Land
|
$
|
477,577
|
|
|
$
|
448,981
|
|
|
|
Buildings and improvements
|
4,072,339
|
|
|
3,962,454
|
|
|
10-30 years
|
||
Fleet and equipment
|
3,595,095
|
|
|
2,990,267
|
|
|
3-10 years
|
||
Computer hardware and software
|
1,554,122
|
|
|
1,183,548
|
|
|
3-7 years
|
||
Total plant and equipment at cost
|
9,699,133
|
|
|
8,585,250
|
|
|
|
||
Accumulated depreciation
|
(5,321,831
|
)
|
|
(4,704,808
|
)
|
|
|
||
Total plant and equipment, net
|
$
|
4,377,302
|
|
|
$
|
3,880,442
|
|
|
|
|
U.S. Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Carrying amount as of June 27, 2015
|
$
|
1,123,474
|
|
|
$
|
615,402
|
|
|
$
|
32,609
|
|
|
$
|
188,332
|
|
|
$
|
1,959,817
|
|
Goodwill acquired during year
|
97,351
|
|
|
31,447
|
|
|
—
|
|
|
47,419
|
|
|
176,217
|
|
|||||
Currency translation/other
|
(123
|
)
|
|
(14,149
|
)
|
|
(2
|
)
|
|
(99
|
)
|
|
(14,373
|
)
|
|||||
Carrying amount as of July 2, 2016
|
$
|
1,220,702
|
|
|
$
|
632,700
|
|
|
$
|
32,607
|
|
|
$
|
235,652
|
|
|
$
|
2,121,661
|
|
Goodwill acquired during year
|
—
|
|
|
1,815,890
|
|
|
—
|
|
|
—
|
|
|
1,815,890
|
|
|||||
Currency translation/other
|
10,343
|
|
|
(16,082
|
)
|
|
—
|
|
|
(15,684
|
)
|
|
(21,423
|
)
|
|||||
Carrying amount as of July 1, 2017
|
$
|
1,231,045
|
|
|
$
|
2,432,508
|
|
|
$
|
32,607
|
|
|
$
|
219,968
|
|
|
$
|
3,916,128
|
|
|
Jul. 1, 2017
|
|
Jul. 2, 2016
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Customer relationships
|
$
|
1,073,577
|
|
|
$
|
(209,253
|
)
|
|
$
|
864,324
|
|
|
$
|
265,441
|
|
|
$
|
(126,194
|
)
|
|
$
|
139,247
|
|
Non-compete agreements
|
32,385
|
|
|
(25,384
|
)
|
|
7,001
|
|
|
36,405
|
|
|
(21,312
|
)
|
|
15,093
|
|
||||||
Trademarks
|
11,050
|
|
|
(7,002
|
)
|
|
4,048
|
|
|
10,753
|
|
|
(5,363
|
)
|
|
5,390
|
|
||||||
Other
|
13,622
|
|
|
(10,704
|
)
|
|
2,917
|
|
|
13,622
|
|
|
(7,786
|
)
|
|
5,836
|
|
||||||
Total amortizable intangible
assets
|
$
|
1,130,634
|
|
|
$
|
(252,343
|
)
|
|
$
|
878,291
|
|
|
$
|
326,221
|
|
|
$
|
(160,655
|
)
|
|
$
|
165,566
|
|
|
Jul. 1, 2017
|
|
Jul. 2, 2016
|
||||
|
(In thousands)
|
||||||
Trademarks
|
$
|
158,251
|
|
|
$
|
40,929
|
|
Licenses
|
969
|
|
|
966
|
|
||
Total indefinite-lived intangible assets
|
$
|
159,220
|
|
|
$
|
41,895
|
|
|
Amount
|
||
|
(In thousands)
|
||
2018
|
$
|
105,474
|
|
2019
|
98,915
|
|
|
2020
|
94,880
|
|
|
2021
|
85,255
|
|
|
2022
|
83,548
|
|
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
|
|
Jul. 1, 2017
|
|
Jul. 2, 2016
|
|
Jun. 27, 2015
|
||||||
|
|
|
(In thousands)
|
||||||||||
Fair Value Hedges:
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
Other current assets
|
|
$
|
707
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
Other assets
|
|
|
|
36,805
|
|
|
12,597
|
|
||||
Interest rate swaps
|
Other long-term liabilities
|
|
(21,390
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
||||||
Cash Flow Hedges:
|
|
|
|
|
|
|
|
||||||
Fuel swaps
|
Other current assets
|
|
$
|
717
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fuel swaps
|
Other current liabilities
|
|
(6,160
|
)
|
|
|
|
|
|||||
Foreign currency forwards
|
Other current liabilities
|
|
(154
|
)
|
|
—
|
|
|
—
|
|
|||
Fuel swaps
|
Other long-term liabilities
|
|
(160
|
)
|
|
|
|
|
|||||
Cross currency swaps
|
Other long-term liabilities
|
|
(5,816
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
||||||
Net Investment Hedges:
|
|
|
|
|
|
|
|
||||||
Foreign currency swaps
|
Other long-term liabilities
|
|
$
|
(12,308
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Location of (Gain)
or Loss Recognized
|
|
Amount of (Gain) or Loss
Recognized
|
||||||||||
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
(In thousands)
|
||||||||||
Fair Value Hedge Relationships:
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
Interest expense
|
|
$
|
(9,022
|
)
|
|
$
|
(12,033
|
)
|
|
$
|
(21,960
|
)
|
Cash Flow Hedge Relationships:
|
|
|
|
|
|
|
|
|
|
||||
Forward starting interest rate swaps
(1)
|
Interest expense
|
|
$
|
11,495
|
|
|
$
|
11,543
|
|
|
$
|
8,305
|
|
Forward starting interest rate swaps
|
Other comprehensive income
|
|
—
|
|
|
(6,134
|
)
|
|
(55,374
|
)
|
|||
Fuel swaps
|
Other comprehensive income
|
|
(5,335
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency forwards
|
Other comprehensive income
|
|
(4,389
|
)
|
|
—
|
|
|
—
|
|
|||
Cross currency swaps
|
Other comprehensive income
|
|
(1,148
|
)
|
|
—
|
|
|
—
|
|
|||
Net Investment Hedge Relationships:
|
|
|
|
|
|
|
|
||||||
Foreign currency swaps
|
Other comprehensive income
|
|
$
|
(34,152
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Represents amortization of losses on forward starting interest rate swap agreements that were previously settled.
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Balance at beginning of period
|
$
|
199,059
|
|
|
$
|
193,312
|
|
|
$
|
194,476
|
|
Charged to costs and expenses
|
523,674
|
|
|
418,917
|
|
|
367,025
|
|
|||
Payments
|
(476,922
|
)
|
|
(413,170
|
)
|
|
(368,189
|
)
|
|||
Balance at end of period
|
$
|
245,811
|
|
|
$
|
199,059
|
|
|
$
|
193,312
|
|
(1)
|
Represents senior notes that are unsecured, are not subject to any sinking fund requirement and include a redemption provision that allows Sysco to retire the debentures and notes at any time prior to maturity at the greater of par plus accrued interest or an amount designed to ensure that the debenture and note holders are not penalized by the early redemption.
|
(2)
|
This debenture is not subject to any sinking fund requirement and is no longer redeemable prior to maturity.
|
|
Amount
|
||
|
(In thousands)
|
||
2018
|
$
|
529,579
|
|
2019
|
774,138
|
|
|
2020
|
23,862
|
|
|
2021
|
762,906
|
|
|
2022
|
956,420
|
|
|
53-Week Period Ended Jul. 2, 2016
|
||
|
(In thousands)
|
||
Redemption premium payment
|
$
|
50,000
|
|
Debt issuance cost write-off
|
28,642
|
|
|
Bond discount write-off
|
17,869
|
|
|
Gain on swap termination
|
(10,051
|
)
|
|
Loss on extinguishment of debt
|
86,460
|
|
|
Interest expense on senior notes
|
8,375
|
|
|
Total
|
$
|
94,835
|
|
|
Amount
|
||
|
(In thousands)
|
||
2018
|
$
|
96,953
|
|
2019
|
79,929
|
|
|
2020
|
67,010
|
|
|
2021
|
54,456
|
|
|
2022
|
45,851
|
|
|
Thereafter
|
261,017
|
|
|
Jul. 1, 2017
|
|
Jul. 2, 2016
|
||||
|
(In thousands)
|
||||||
Retirement Plans
|
$
|
573,298
|
|
|
$
|
689,310
|
|
Supplemental executive retirement plan
|
432,614
|
|
|
450,945
|
|
||
Self-insurance
|
153,144
|
|
|
119,689
|
|
||
Other
|
214,766
|
|
|
108,538
|
|
||
Total
|
$
|
1,373,822
|
|
|
$
|
1,368,482
|
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
||||||||
|
Jul. 1, 2017
|
|
Jul. 2, 2016
|
|
Jul. 1, 2017
|
||||||
|
(In thousands)
|
||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
4,284,776
|
|
|
$
|
3,679,127
|
|
|
$
|
400,028
|
|
Service cost
|
14,287
|
|
|
11,815
|
|
|
2,880
|
|
|||
Interest cost
|
171,282
|
|
|
174,602
|
|
|
9,951
|
|
|||
Amendments
|
925
|
|
|
—
|
|
|
(110
|
)
|
|||
Curtailments
|
—
|
|
|
—
|
|
|
(611
|
)
|
|||
Actuarial (gain) loss, net
|
(86,680
|
)
|
|
517,070
|
|
|
26,528
|
|
|||
Total disbursements
(1)
|
(160,359
|
)
|
|
(97,838
|
)
|
|
(13,879
|
)
|
|||
Exchange rate changes
|
—
|
|
|
—
|
|
|
(4,052
|
)
|
|||
Benefit obligation at end of year
|
4,224,231
|
|
|
4,284,776
|
|
|
420,735
|
|
|||
Change in plan assets:
|
|
|
|
|
|
|
|||||
Fair value of plan assets at beginning of year
|
3,115,040
|
|
|
3,003,128
|
|
|
271,821
|
|
|||
Actual return on plan assets
|
333,890
|
|
|
52,268
|
|
|
1,938
|
|
|||
Employer contribution
(1)
|
53,091
|
|
|
157,482
|
|
|
4,530
|
|
|||
Total disbursements
(1)
|
(160,359
|
)
|
|
(97,838
|
)
|
|
(13,879
|
)
|
|||
Exchange rate changes
|
—
|
|
|
—
|
|
|
(5,037
|
)
|
|||
Fair value of plan assets at end of year
|
3,341,662
|
|
|
3,115,040
|
|
|
259,373
|
|
|||
Funded status at end of year
|
$
|
(882,569
|
)
|
|
$
|
(1,169,736
|
)
|
|
$
|
(161,362
|
)
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
||||||||
|
Jul. 1, 2017
|
|
Jul. 2, 2016
|
|
Jul. 1, 2017
|
||||||
|
(In thousands)
|
||||||||||
Current accrued benefit liability (Accrued expenses)
|
$
|
(30,538
|
)
|
|
$
|
(29,480
|
)
|
|
$
|
(1,477
|
)
|
Non-current accrued benefit liability (Other long-term liabilities)
|
(852,031
|
)
|
|
(1,140,256
|
)
|
|
(159,886
|
)
|
|||
Net amount recognized
|
$
|
(882,569
|
)
|
|
$
|
(1,169,736
|
)
|
|
$
|
(161,363
|
)
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Prior service cost
|
$
|
28,630
|
|
|
$
|
114
|
|
|
$
|
28,744
|
|
Actuarial losses (gains)
|
1,521,174
|
|
|
(35,935
|
)
|
|
1,485,239
|
|
|||
Total
|
$
|
1,549,804
|
|
|
$
|
(35,821
|
)
|
|
$
|
1,513,983
|
|
|
U.S. Pension Benefits
|
||
|
(In thousands)
|
||
Prior service cost
|
$
|
38,907
|
|
Actuarial losses (gains)
|
1,760,556
|
|
|
Total
|
$
|
1,799,463
|
|
|
U.S. Pension Benefits
(1)
|
|
International Pension Benefits
|
||||||||
|
Jul. 1, 2017
|
|
Jul. 2, 2016
|
|
Jul. 1, 2017
|
||||||
|
(In thousands)
|
||||||||||
Accumulated benefit obligation/aggregate benefit obligation
|
$
|
4,213,318
|
|
|
$
|
4,272,547
|
|
|
$
|
413,552
|
|
Fair value of plan assets at end of year
|
3,341,662
|
|
|
3,115,040
|
|
|
259,373
|
|
(1)
|
Information under Pension Benefits as of
July 1, 2017
and
July 2, 2016
includes both the Retirement Plan and the SERP.
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
U.S. Pension Benefits
|
|
U.S. Pension Benefits
|
||||||||
|
(In thousands)
|
||||||||||||||
Service cost
|
$
|
14,287
|
|
|
$
|
2,880
|
|
|
$
|
11,815
|
|
|
$
|
11,263
|
|
Interest cost
|
171,282
|
|
|
9,951
|
|
|
174,602
|
|
|
171,120
|
|
||||
Expected return on plan assets
|
(222,699
|
)
|
|
(10,033
|
)
|
|
(216,888
|
)
|
|
(228,624
|
)
|
||||
Amortization of prior service cost
|
11,202
|
|
|
(1
|
)
|
|
11,201
|
|
|
11,111
|
|
||||
Amortization of actuarial loss
|
41,511
|
|
|
(38
|
)
|
|
22,186
|
|
|
19,871
|
|
||||
Curtailment loss
|
—
|
|
|
(611
|
)
|
|
—
|
|
|
—
|
|
||||
Net pension (benefits) costs
|
$
|
15,583
|
|
|
$
|
2,148
|
|
|
$
|
2,916
|
|
|
$
|
(15,259
|
)
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
U.S. Pension Benefits
|
|
U.S. Pension Benefits
|
||||||||
|
(In thousands)
|
||||||||||||||
Amortization of prior service cost
|
$
|
11,202
|
|
|
$
|
(1
|
)
|
|
$
|
11,202
|
|
|
$
|
11,111
|
|
Amortization of actuarial loss
|
41,511
|
|
|
(38
|
)
|
|
22,186
|
|
|
19,871
|
|
||||
Prior service cost arising in current year
|
(925
|
)
|
|
110
|
|
|
—
|
|
|
(914
|
)
|
||||
Effect of exchange rates on amounts in AOCI
|
—
|
|
|
(1,269
|
)
|
|
—
|
|
|
—
|
|
||||
Actuarial (loss) gain arising in current year
|
197,871
|
|
|
(34,623
|
)
|
|
(681,691
|
)
|
|
(62,270
|
)
|
||||
Net pension costs
|
$
|
249,659
|
|
|
$
|
(35,821
|
)
|
|
$
|
(648,303
|
)
|
|
$
|
(32,202
|
)
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Amortization of prior service cost
|
$
|
9,460
|
|
|
$
|
(10
|
)
|
|
$
|
9,450
|
|
Amortization of actuarial losses (gains)
|
35,696
|
|
|
2
|
|
|
35,698
|
|
|||
Total
|
$
|
45,156
|
|
|
$
|
(8
|
)
|
|
$
|
45,148
|
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
||||
|
(In thousands)
|
||||||
2018
|
$
|
127,700
|
|
|
$
|
9,169
|
|
2019
|
137,971
|
|
|
10,374
|
|
||
2020
|
147,995
|
|
|
11,045
|
|
||
2021
|
159,056
|
|
|
12,671
|
|
||
2022
|
170,078
|
|
|
12,965
|
|
||
Subsequent five years
|
1,005,292
|
|
|
84,500
|
|
|
Jul. 1, 2017
|
|
Jul. 2, 2016
|
||
Discount rate — U.S. Retirement Plan
|
4.19
|
%
|
|
4.07
|
%
|
Discount rate — SERP
|
4.08
|
|
|
3.91
|
|
Discount rate — U.K. Retirement Plan
|
2.60
|
|
|
N/A
|
|
Rate of compensation increase — U.S. Retirement Plan
|
2.62
|
|
|
2.62
|
|
Rate of compensation increase — U.K. Retirement Plan
|
N/A
|
|
|
N/A
|
|
|
U.S. Retirement Plan
|
||||
|
Target Asset Allocation
|
|
Actual Asset Allocation
|
||
U.S. equity
|
24
|
%
|
|
27
|
%
|
International equity
|
24
|
|
|
22
|
|
Long duration fixed income
|
27
|
|
|
26
|
|
High yield & emerging markets
|
7
|
|
|
7
|
|
Alternative investments
|
18
|
|
|
18
|
|
|
|
|
100
|
%
|
|
International Retirement Plan
|
||||
|
Target Asset Allocation
|
|
Actual Asset Allocation
|
||
Common contractual fund
|
75
|
%
|
|
74
|
%
|
Liability hedging assets
|
25
|
|
|
26
|
|
|
|
|
100
|
%
|
•
|
Credit default and interest rate swaps: Valued using evaluated bid prices based on a compilation of observable market information. Inputs used for credit default swaps include spread curves and trade data about the credit quality of the counterparty. Inputs used for interest rate swaps include benchmark yields, swap curves, cash flow analysis, and interdealer broker rates. Credit default and interest rate swaps are included as a Level 2 measurement in the table below.
|
•
|
Foreign currency contracts: Valued using a standardized interpolation model that utilizes the quoted prices for standard-length forward foreign currency contracts and adjusts to the remaining term outstanding on the contract being valued. Foreign currency contracts are included as a Level 2 measurement in the table below.
|
•
|
Futures and option contracts: Valued at the closing price reported on the exchange market for exchange-traded futures and options. Over-the-counter options are valued using pricing models that are based on observable market information. Exchange-traded futures and options are included as a Level 1 measurement in the table below; over-the-counter options are included as a Level 2 measurement.
|
|
Assets Measured at Fair Value as of Jul. 1, 2017
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Measured at NAV
(4)
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
2,989
|
|
|
$
|
37,346
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,335
|
|
U.S. equity
(1)
|
331,946
|
|
|
—
|
|
|
—
|
|
|
577,626
|
|
|
909,572
|
|
|||||
International equity
(1)
|
185,502
|
|
|
—
|
|
|
—
|
|
|
537,317
|
|
|
722,819
|
|
|||||
Long duration fixed income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Corporate bonds
|
—
|
|
|
628,033
|
|
|
—
|
|
|
—
|
|
|
628,033
|
|
|||||
U.S. government and agency securities
|
—
|
|
|
250,940
|
|
|
—
|
|
|
—
|
|
|
250,940
|
|
|||||
Other
(2)
|
—
|
|
|
6,220
|
|
|
—
|
|
|
—
|
|
|
6,220
|
|
|||||
High yield and emerging markets fixed income
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
226,358
|
|
|
226,358
|
|
|||||
Alternative investment funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Hedge fund of funds
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
336,812
|
|
|
336,812
|
|
|||||
Real estate funds
(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
145,208
|
|
|
145,208
|
|
|||||
Private equity funds
(7)
|
—
|
|
|
—
|
|
|
—
|
|
|
75,365
|
|
|
75,365
|
|
|||||
Total investments at fair value
|
$
|
520,437
|
|
|
$
|
922,539
|
|
|
$
|
—
|
|
|
$
|
1,898,686
|
|
|
$
|
3,341,662
|
|
(1)
|
Include direct investments in equity securities and within investment funds for which fair value is measured at NAV. There are
no
unfunded commitments as of
July 1, 2017
, and there were
no
redemption restrictions as of
July 1, 2017
. Investments in the funds may be redeemed once per day.
|
(2)
|
Include foreign government and state and municipal debt securities.
|
(3)
|
There was
no
unfunded commitments as of
July 1, 2017
, and there were
no
redemption restrictions as of
July 1, 2017
. The investment may be redeemed once per day. The daily maximum withdrawal limitation is the greater of
$2.0 million
or
5%
of the asset value.
|
(4)
|
Include certain investments that are measured at fair value using the NAV practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.
|
(5)
|
There was
no
unfunded commitments as of
July 1, 2017
, and there were
no
redemption restrictions as of
July 1, 2017
. The investment may be redeemed once per quarter.
|
(6)
|
For investments in the funds listed in this category, total unfunded commitment as of
July 1, 2017
was
$10.0 million
. Approximately
15%
of the investments cannot be redeemed but the fund will make distributions through liquidation. The estimate of the liquidation period for these funds varies from
2020
to
2021
. The remaining investments may be redeemed once per day or once per quarter.
|
(7)
|
Total unfunded commitment as of
July 1, 2017
was
$30.7 million
. The investments cannot be redeemed but the fund will make distributions through liquidation. The estimate of the liquidation period varies for each fund from
2017
to
2031
.
|
|
Assets Measured at Fair Value as of Jul. 1, 2017
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Measured at NAV
(3)
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Liability hedging assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
26,992
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,992
|
|
U.K. government securities
|
—
|
|
|
9,327
|
|
|
—
|
|
|
—
|
|
|
9,327
|
|
|||||
Derivatives, net
(1)
|
—
|
|
|
20,900
|
|
|
—
|
|
|
—
|
|
|
20,900
|
|
|||||
Pooled funds
|
—
|
|
|
10,296
|
|
|
—
|
|
|
—
|
|
|
10,296
|
|
|||||
Investment funds:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common contractual fund
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
191,508
|
|
|
191,508
|
|
|||||
Total investments at fair value
|
$
|
26,992
|
|
|
$
|
40,523
|
|
|
$
|
—
|
|
|
$
|
191,508
|
|
|
$
|
259,023
|
|
(1)
|
Include interest rate swaps and zero coupon swaps. The fair value of asset positions totaled
$47.4 million
; the fair value of liability positions totaled
$26.5 million
.
|
(2)
|
There were
$9.3 million
of unfunded commitments as of
July 1, 2017
, and there were no redemption restrictions as of
July 1, 2017
. The investment may be redeemed once per week.
|
(3)
|
Include certain investments that are measured at fair value using the NAV practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet
|
|
Assets Measured at Fair Value as of Jul. 2, 2016
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Measured at NAV
(4)
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
103,974
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
103,974
|
|
U.S. equity
(1)
|
451,826
|
|
|
—
|
|
|
—
|
|
|
270,501
|
|
|
722,327
|
|
|||||
International equity
(1)
|
174,936
|
|
|
—
|
|
|
—
|
|
|
547,719
|
|
|
722,655
|
|
|||||
Long duration fixed income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Corporate bonds
|
—
|
|
|
631,927
|
|
|
—
|
|
|
—
|
|
|
631,927
|
|
|||||
U.S. government and agency securities
|
—
|
|
|
179,974
|
|
|
—
|
|
|
—
|
|
|
179,974
|
|
|||||
Other
(2)
|
—
|
|
|
4,246
|
|
|
—
|
|
|
—
|
|
|
4,246
|
|
|||||
High yield and emerging markets fixed income
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
214,735
|
|
|
214,735
|
|
|||||
Alternative investment funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Hedge fund of funds
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
309,208
|
|
|
309,208
|
|
|||||
Real estate funds
(6)
|
793
|
|
|
—
|
|
|
—
|
|
|
162,108
|
|
|
162,901
|
|
|||||
Private equity funds
(7)
|
—
|
|
|
—
|
|
|
—
|
|
|
63,093
|
|
|
63,093
|
|
|||||
Total investments at fair value
|
$
|
731,529
|
|
|
$
|
816,147
|
|
|
$
|
—
|
|
|
$
|
1,567,364
|
|
|
$
|
3,115,040
|
|
(1)
|
Include direct investments in equity securities and within investment funds for which fair value is measured at NAV. There were
no
unfunded commitments as of
July 2, 2016
, and there were
no
redemption restrictions as of
July 2, 2016
.
|
(2)
|
Include credit default swaps, interest rate swaps and futures. The fair value of asset positions totaled
$0.3 million
; the fair value of liability positions totaled
$0.3 million
.
|
(3)
|
There was
no
unfunded commitments as of
July 2, 2016
, and there were
no
redemption restrictions as of
July 2, 2016
. The investment may be redeemed once per day. The daily maximum withdrawal limitation is the greater of
$2.0 million
or
5%
of the asset value.
|
(4)
|
Include certain investments that are measured at fair value using the NAV practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.
|
(5)
|
There was
no
unfunded commitments as of
July 2, 2016
, and there were
no
redemption restrictions as of
July 2, 2016
. The investment may be redeemed once per quarter.
|
(6)
|
For investments in the funds listed in this category, total unfunded commitment as of
July 2, 2016
was
$10 million
. Approximately
20%
of the investments cannot be redeemed but the fund will make distributions through liquidation. The estimate of the liquidation period for these funds varies from
2020
to
2021
. The remaining investments may be redeemed once per day or once per quarter.
|
(7)
|
Total unfunded commitments as of
July 2, 2016
was
$39.0 million
. The investments cannot be redeemed but the fund will make distributions through liquidation. The estimate of the liquidation period varies for each fund from
2017
to
2031
.
|
•
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
If Sysco chooses to stop participating in some of its multiemployer plans in the U.S, Sysco may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Individually significant plans
|
$
|
36,653
|
|
|
$
|
33,787
|
|
|
$
|
32,097
|
|
All other plans
|
7,898
|
|
|
7,260
|
|
|
6,047
|
|
|||
Total contributions
|
$
|
44,551
|
|
|
$
|
41,047
|
|
|
$
|
38,144
|
|
•
|
The “EIN-PN” column provides the Employer Identification Number (EIN) and the three-digit plan number (PN).
|
•
|
The “Pension Protection Act Zone Status” columns provide the two most recent Pension Protection Act zone statuses available from each plan. The zone status is based on information that the company received from the plan’s administrators and is certified by each plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the orange zone are both less than 80% funded and have an accumulated funding deficiency or are expected to have a deficiency in any of the next six plan years, plans in the yellow zone are less than 80% funded and plans in the green zone are at least 80% funded. The Multiemployer Protection Act of 2014 created a new zone called “critical and declining.” Plans are generally considered “critical and declining” if they are projected to become insolvent within 15 years.
|
•
|
The “FIP/RP Status” column indicates whether a financial improvement plan (FIP) for yellow/orange zone plans or a rehabilitation plan (RP) for red zone plans is pending or implemented in the current year or was put in place in a prior year. A status of “Pending” indicates a FIP/RP has been approved but actual period covered by the FIP/RP has not begun. A status of “Implemented” means the period covered by the FIP/RP began in the current year or is ongoing.
|
•
|
The “Surcharge Imposed” column indicates whether a surcharge was paid during the most recent annual period presented for the company’s contributions to each plan in the red zone. If the company’s current collective bargaining agreement (CBA) with a plan satisfies the requirements of a pending but not yet implemented RP, then the payment of surcharges is not required and “No” will be reflected in this column. If the company’s current CBA with a plan does not yet satisfy the requirements of a pending but not yet implemented RP, then the payment of surcharges is required and “Yes” will be reflected in this column.
|
|
|
|
|
Pension Protection Act
Zone Status |
|
|
|
|
|
|
||
Pension Fund
|
|
EIN-PN
|
|
As of
12/31/17 |
|
As of
12/31/16 |
|
FIP/RP
Status |
|
Surcharge
Imposed |
|
Expiration
Date(s) of CBA(s) |
Western Conference of Teamsters Pension Plan
|
|
91-6145047-001
|
|
Green
|
|
Green
|
|
N/A
|
|
N/A
|
|
9/1/2018 to 1/6/2024
(1)
|
Teamsters Pension Trust Fund of Philadelphia and Vicinity
|
|
23-1511735-001
|
|
Yellow
|
|
Yellow
|
|
Implemented
|
|
N/A
|
|
7/20/2020
(2)
|
New York State Teamsters Conference Pension and Retirement Fund
|
|
16-6063585-074
|
|
N/A
|
|
Red
(3)
|
|
Implemented
|
|
No
|
|
Withdrew in fiscal 2017
|
Truck Drivers and Helpers Local Union No. 355 Retirement Pension Fund
|
|
52-6043608-001
|
|
Yellow
|
|
Yellow
|
|
Implemented
|
|
N/A
|
|
3/1/2018
|
Minneapolis Food Distributing Industry Pension Plan
|
|
41-6047047-001
|
|
Green
|
|
Green
|
|
Implemented
|
|
N/A
|
|
8/6/2017
|
(1)
|
Sysco is party to
22
CBAs that require contributions to the Western Conference of Teamsters Pension Trust. Each agreement covers anywhere from less than
1%
to
9%
of the total contributions Sysco is required to pay the fund.
|
(2)
|
Sysco is party to
1
CBA that require contributions to the Teamsters Pension Trust Fund of Philadelphia and Vicinity. This agreement expires
July 20, 2020
and covers approximately
5%
of the total Contribution Sysco is required to pay the fund.
|
(3)
|
This fund has filed a Critical and Declining Notice. Sysco withdrew from this plan in the fourth quarter of fiscal
2017
.
|
•
|
The “Sysco Contributions” columns provide contribution amounts based on Sysco’s fiscal years, which may not coincide with the plans’ fiscal years.
|
•
|
The “Sysco 5% of Total Plan Contributions” columns indicate whether Sysco was listed in the plan’s most recently filed Form 5500s as providing more than five percent of the total contributions to the plan, and the plan year-end is noted.
|
|
|
Sysco Contributions
|
|
Sysco 5% of
Total Plan Contributions
|
||||||||||||
Pension Fund
|
|
2017
|
|
2016
|
|
2015
|
|
Year Ending
12/31/16 |
|
Year Ending
12/31/15 |
||||||
|
|
(In thousands)
|
|
|
|
|
||||||||||
Western Conference of Teamsters Pension Plan
|
|
$
|
28,145
|
|
|
$
|
24,684
|
|
|
$
|
23,268
|
|
|
No
|
|
No
|
Teamsters Pension Trust Fund of Philadelphia and Vicinity
|
|
3,081
|
|
|
2,375
|
|
|
2,233
|
|
|
No
|
|
No
|
|||
N.Y. State Teamsters Conference Pension and Retirement Fund
|
|
—
|
|
|
1,496
|
|
|
1,455
|
|
|
No
|
|
No
|
|||
Truck Drivers and Helpers Local Union No. 355 Retirement Pension Fund
|
|
2,430
|
|
|
2,237
|
|
|
2,068
|
|
|
Yes
|
|
No
|
|||
Minneapolis Food Distributing Industry Pension Plan
|
|
2,996
|
|
|
2,996
|
|
|
3,073
|
|
|
Yes
|
|
Yes
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands, except for share and per share data)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
1,142,503
|
|
|
$
|
949,622
|
|
|
$
|
686,773
|
|
Denominator:
|
|
|
|
|
|
|
|
||||
Weighted-average basic shares outstanding
|
543,496,816
|
|
|
573,057,406
|
|
|
592,072,308
|
|
|||
Dilutive effect of share-based awards
|
5,048,211
|
|
|
4,334,000
|
|
|
4,776,726
|
|
|||
Weighted-average diluted shares outstanding
|
548,545,027
|
|
|
577,391,406
|
|
|
596,849,034
|
|
|||
Basic earnings per share
|
$
|
2.10
|
|
|
$
|
1.66
|
|
|
$
|
1.16
|
|
Diluted earnings per share
|
$
|
2.08
|
|
|
$
|
1.64
|
|
|
$
|
1.15
|
|
|
|
|
2017
|
||||||||||
|
Location of Expense
(Income) Recognized
in Net Earnings
|
|
Before Tax
Amount
|
|
Tax
|
|
Net of Tax
Amount
|
||||||
|
|
|
(In thousands)
|
||||||||||
Pension and other postretirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
|
|
|
|||
Amortization of prior service cost
|
Operating expenses
|
|
$
|
11,370
|
|
|
$
|
4,366
|
|
|
$
|
7,004
|
|
Amortization of actuarial loss (gain), net
|
Operating expenses
|
|
41,689
|
|
|
15,724
|
|
|
25,965
|
|
|||
Total reclassification adjustments
|
|
53,059
|
|
|
20,090
|
|
|
32,969
|
|
||||
Other comprehensive income before
reclassification adjustments: |
|
|
|
|
|
|
|
||||||
Net actuarial (loss) gain, net arising in the current year
|
|
168,498
|
|
|
71,215
|
|
|
97,283
|
|
||||
Total other comprehensive income before
reclassification adjustments |
|
168,498
|
|
|
71,215
|
|
|
97,283
|
|
||||
Foreign currency translation:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
N/A
|
|
(11,243
|
)
|
|
—
|
|
|
(11,243
|
)
|
|||
Hedging instruments:
|
|
|
|
|
|
|
|
||||||
Reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Gains on cash flow hedges
|
Interest expense
|
|
11,495
|
|
|
4,413
|
|
|
7,082
|
|
|||
Other comprehensive income before
reclassification adjustments: |
|
|
|
|
|
|
|
||||||
Change in cash flow hedge
|
|
|
(10,871
|
)
|
|
(4,173
|
)
|
|
(6,698
|
)
|
|||
Change in net investment hedge
|
N/A
|
|
(34,152
|
)
|
|
(10,140
|
)
|
|
(24,012
|
)
|
|||
Total other comprehensive income
|
|
$
|
176,786
|
|
|
$
|
81,405
|
|
|
$
|
95,381
|
|
|
|
|
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
|
|
$
|
11,351
|
|
|
$
|
4,359
|
|
|
$
|
6,992
|
|
Amortization of actuarial loss (gain), net
|
Operating expenses
|
|
21,677
|
|
|
8,325
|
|
|
13,352
|
|
|||
Total reclassification adjustments
|
|
33,028
|
|
|
12,684
|
|
|
20,344
|
|
||||
Other comprehensive income before
reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Net actuarial (loss) gain, net arising in the current year
|
|
(681,034
|
)
|
|
(261,517
|
)
|
|
(419,517
|
)
|
||||
Total other comprehensive income before
reclassification adjustments
|
|
(681,034
|
)
|
|
(261,517
|
)
|
|
(419,517
|
)
|
||||
Foreign currency translation:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
N/A
|
|
(39,080
|
)
|
|
—
|
|
|
(39,080
|
)
|
|||
Interest rate swaps:
|
|
|
|
|
|
|
|
||||||
Reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Gains on cash flow hedges
|
Interest expense
|
|
11,543
|
|
|
4,432
|
|
|
7,111
|
|
|||
Other comprehensive income before
reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Change in fair value of cash flow hedges
|
|
(6,134
|
)
|
|
(2,355
|
)
|
|
(3,779
|
)
|
||||
Total other comprehensive loss
|
|
$
|
(681,677
|
)
|
|
$
|
(246,756
|
)
|
|
$
|
(434,921
|
)
|
|
|
|
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
|
|
$
|
11,279
|
|
|
$
|
4,331
|
|
|
$
|
6,949
|
|
Amortization of actuarial loss (gain), net
|
Operating expenses
|
|
19,437
|
|
|
7,464
|
|
|
11,972
|
|
|||
Total reclassification adjustments
|
|
30,716
|
|
|
11,795
|
|
|
18,921
|
|
||||
Other comprehensive income before
reclassification adjustments
|
|
|
|
|
|
|
|
||||||
Prior service cost arising in the current year
|
N/A
|
|
(914
|
)
|
|
(351
|
)
|
|
(563
|
)
|
|||
Net actuarial loss (gain) arising in the current year
|
N/A
|
|
(61,221
|
)
|
|
(23,509
|
)
|
|
(37,712
|
)
|
|||
Total other comprehensive income before
reclassification adjustments
|
|
(62,135
|
)
|
|
(23,860
|
)
|
|
(38,275
|
)
|
||||
Foreign currency translation:
|
|
|
|
|
|
|
|
||||||
Other comprehensive income before
reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
N/A
|
|
(232,185
|
)
|
|
—
|
|
|
(232,185
|
)
|
|||
Interest rate swaps:
|
|
|
|
|
|
|
|
||||||
Reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Gains on cash flow hedges
|
Interest expense
|
|
8,305
|
|
|
3,189
|
|
|
5,116
|
|
|||
Other comprehensive income before
reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Change in fair value of cash flow hedge
|
N/A
|
|
(55,374
|
)
|
|
(21,263
|
)
|
|
(34,111
|
)
|
|||
Total other comprehensive loss
|
|
$
|
(310,673
|
)
|
|
$
|
(30,139
|
)
|
|
$
|
(280,534
|
)
|
|
Pension and Other Postretirement Benefit Plans,
net of tax
|
|
Foreign Currency Translation
|
|
Interest Rate Swap,
net of tax
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance as of June 28, 2014
|
$
|
(685,957
|
)
|
|
$
|
134,452
|
|
|
$
|
(91,158
|
)
|
|
$
|
(642,663
|
)
|
Other comprehensive income before
reclassification adjustments
|
(38,275
|
)
|
|
(232,185
|
)
|
|
(34,111
|
)
|
|
(304,571
|
)
|
||||
Amounts reclassified from accumulated
other comprehensive loss
|
18,921
|
|
|
—
|
|
|
5,116
|
|
|
24,037
|
|
||||
Balance as of June 27, 2015
|
(705,311
|
)
|
|
(97,733
|
)
|
|
(120,153
|
)
|
|
(923,197
|
)
|
||||
Other comprehensive income before
reclassification adjustments
|
(419,517
|
)
|
|
(39,080
|
)
|
|
(3,779
|
)
|
|
(462,376
|
)
|
||||
Amounts reclassified from accumulated
other comprehensive loss
|
20,344
|
|
|
—
|
|
|
7,111
|
|
|
27,455
|
|
||||
Balance as of July 2, 2016
|
(1,104,484
|
)
|
|
(136,813
|
)
|
|
(116,821
|
)
|
|
(1,358,118
|
)
|
||||
Other comprehensive income before
reclassification adjustments
|
97,283
|
|
|
(11,243
|
)
|
|
(30,710
|
)
|
|
55,330
|
|
||||
Amounts reclassified from accumulated
other comprehensive loss
|
32,969
|
|
|
—
|
|
|
7,082
|
|
|
40,051
|
|
||||
Balance as of July 1, 2017
|
$
|
(974,232
|
)
|
|
$
|
(148,056
|
)
|
|
$
|
(140,449
|
)
|
|
$
|
(1,262,737
|
)
|
|
2017
|
|
2016
|
|
2015
|
|||
Dividend yield
|
2.8
|
%
|
|
3.1
|
%
|
|
3.2
|
%
|
Expected volatility
|
16.9
|
%
|
|
20.4
|
%
|
|
20.7
|
%
|
Risk-free interest rate
|
1.4
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
Expected life
|
7.2 years
|
|
|
7.2 years
|
|
|
7.3 years
|
|
|
Shares Under Option
|
|
Weighted Average Exercise Price Per Share
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value
(in thousands)
|
|||||
Outstanding as of July 2, 2016
|
21,228,328
|
|
|
$
|
34.13
|
|
|
|
|
|
||
Granted
|
4,990,396
|
|
|
52.43
|
|
|
|
|
|
|||
Exercised
|
4,850,087
|
|
|
30.60
|
|
|
|
|
|
|||
Forfeited
|
268,433
|
|
|
44.94
|
|
|
|
|
|
|||
Expired
|
29,368
|
|
|
27.69
|
|
|
|
|
|
|||
Outstanding as of July 1, 2017
|
21,070,836
|
|
|
$
|
39.16
|
|
|
6.53
|
|
$
|
245,657
|
|
Vested or expected to vest as of July 1, 2017
|
13,515,614
|
|
|
$
|
42.65
|
|
|
7.72
|
|
$
|
113,962
|
|
Exercisable as of July 1, 2017
|
7,361,568
|
|
|
$
|
32.58
|
|
|
4.28
|
|
$
|
130,638
|
|
|
Shares
|
|
Weighted Average Grant Date Fair Value Per Share
|
|||
Non-vested as of July 2, 2016
|
2,532,721
|
|
|
$
|
38.93
|
|
Granted
|
1,499,610
|
|
|
51.31
|
|
|
Vested
|
(1,264,408
|
)
|
|
37.97
|
|
|
Forfeited
|
(124,095
|
)
|
|
42.65
|
|
|
Non-vested as of July 1, 2017
|
2,643,828
|
|
|
$
|
46.23
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
1,569,073
|
|
|
$
|
1,225,142
|
|
|
$
|
818,244
|
|
Foreign
|
197,157
|
|
|
207,865
|
|
|
189,903
|
|
|||
Total
|
$
|
1,766,230
|
|
|
$
|
1,433,007
|
|
|
$
|
1,008,147
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
U.S. federal income taxes
|
$
|
534,266
|
|
|
$
|
429,658
|
|
|
$
|
285,807
|
|
State and local income taxes
|
69,913
|
|
|
34,032
|
|
|
(2,737
|
)
|
|||
Foreign income taxes
|
19,548
|
|
|
19,695
|
|
|
38,304
|
|
|||
Total
|
$
|
623,727
|
|
|
$
|
483,385
|
|
|
$
|
321,374
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Current
|
$
|
675,573
|
|
|
$
|
389,514
|
|
|
$
|
326,079
|
|
Deferred
|
(51,846
|
)
|
|
93,871
|
|
|
(4,705
|
)
|
|||
Total
|
$
|
623,727
|
|
|
$
|
483,385
|
|
|
$
|
321,374
|
|
|
Jul. 1, 2017
|
|
Jul. 2, 2016
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
|
|||
Net operating loss carryforwards
|
$
|
194,287
|
|
|
$
|
66,471
|
|
Benefit on unrecognized tax benefits
|
9,218
|
|
|
12,842
|
|
||
Pension
|
360,864
|
|
|
453,394
|
|
||
Share-based compensation
|
48,077
|
|
|
43,698
|
|
||
Deferred compensation
|
39,830
|
|
|
38,840
|
|
||
Self-insured liabilities
|
84,401
|
|
|
67,050
|
|
||
Receivables
|
30,842
|
|
|
41,574
|
|
||
Inventory
|
21,332
|
|
|
24,138
|
|
||
Cash flow hedge
|
8,748
|
|
|
7,421
|
|
||
Foreign currency remeasurement losses and currency hedge
|
13,221
|
|
|
47,632
|
|
||
Other
|
36,653
|
|
|
29,550
|
|
||
Deferred tax assets before valuation allowances
|
847,473
|
|
|
832,610
|
|
||
Valuation allowances
|
(114,151
|
)
|
|
—
|
|
||
Total deferred tax assets
|
733,322
|
|
|
832,610
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Excess tax depreciation and basis differences of assets
|
247,510
|
|
|
346,900
|
|
||
Goodwill and intangible assets
|
455,340
|
|
|
254,202
|
|
||
Other
|
49,654
|
|
|
51,130
|
|
||
Total deferred tax liabilities
|
752,504
|
|
|
652,232
|
|
||
Total net deferred tax assets / (liabilities)
|
$
|
(19,182
|
)
|
|
$
|
180,378
|
|
|
2017
|
|
2016
|
|
2015
|
|||
U.S. statutory federal income tax rate
|
35.00
|
%
|
|
35.00
|
%
|
|
35.00
|
%
|
State and local income taxes, net of any
applicable federal income tax benefit
|
2.61
|
|
|
1.79
|
|
|
0.91
|
|
Foreign tax rate differential
|
(2.81
|
)
|
|
(2.40
|
)
|
|
(2.84
|
)
|
Uncertain tax position
(1)
|
0.01
|
|
|
(1.96
|
)
|
|
—
|
|
Other
|
0.50
|
|
|
1.30
|
|
|
(1.19
|
)
|
Effective income tax rate
|
35.31
|
%
|
|
33.73
|
%
|
|
31.88
|
%
|
(1)
|
Uncertain tax positions are included within “Other” for fiscal
2015
|
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Unrecognized tax benefits at beginning of year
|
$
|
24,614
|
|
|
$
|
37,546
|
|
Additions for tax positions related to prior years
|
648
|
|
|
142
|
|
||
Reductions for tax positions related to prior years
|
(2,147
|
)
|
|
(12,932
|
)
|
||
Reductions due to settlements with taxing authorities
|
(6,837
|
)
|
|
(142
|
)
|
||
Unrecognized tax benefits at end of year
|
$
|
16,278
|
|
|
$
|
24,614
|
|
|
Amount
|
||
|
(In thousands)
|
||
2018
|
$
|
1,590,953
|
|
2019
|
338,805
|
|
|
2020
|
2,863
|
|
|
2021
|
1,451
|
|
•
|
U.S. Foodservice Operations - primarily includes U.S. Broadline operations, custom-cut meat and seafood companies, FreshPoint (our specialty produce companies) and European Imports (a specialty import company);
|
•
|
International Foodservice Operations - primarily includes broadline operations in Canada 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 Sysco Labs, which includes our suite of technology solutions that help support the business needs of our customers and provides support for some of our business technology needs.
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Sales:
|
(In thousands)
|
||||||||||
U.S. Foodservice Operations
|
$
|
37,604,698
|
|
|
$
|
37,776,443
|
|
|
$
|
36,098,977
|
|
International Foodservice Operations
(1)
|
10,613,059
|
|
|
5,436,209
|
|
|
5,592,137
|
|
|||
SYGMA
|
6,178,909
|
|
|
6,102,328
|
|
|
6,076,215
|
|
|||
Other
|
974,473
|
|
|
1,051,939
|
|
|
913,423
|
|
|||
Total
|
$
|
55,371,139
|
|
|
$
|
50,366,919
|
|
|
$
|
48,680,752
|
|
Operating income:
|
|
|
|
|
|
||||||
U.S. Foodservice Operations
|
$
|
2,891,612
|
|
|
$
|
2,771,932
|
|
|
$
|
2,493,210
|
|
International Foodservice Operations
(1)
|
243,116
|
|
|
177,159
|
|
|
170,913
|
|
|||
SYGMA
|
23,299
|
|
|
27,469
|
|
|
20,381
|
|
|||
Other
|
20,279
|
|
|
32,586
|
|
|
26,596
|
|
|||
Total segments
|
3,178,306
|
|
|
3,009,146
|
|
|
2,711,100
|
|
|||
Corporate expenses
|
(1,125,135
|
)
|
|
(1,158,646
|
)
|
|
(1,481,738
|
)
|
|||
Total operating income
|
2,053,171
|
|
|
1,850,500
|
|
|
1,229,362
|
|
|||
Interest expense
|
302,878
|
|
|
306,146
|
|
|
254,807
|
|
|||
Other expense (income), net
|
(15,937
|
)
|
|
111,347
|
|
|
(33,592
|
)
|
|||
Earnings before income taxes
|
$
|
1,766,230
|
|
|
$
|
1,433,007
|
|
|
$
|
1,008,147
|
|
Depreciation and amortization:
|
|
|
|
|
|
||||||
U.S. Foodservice Operations
|
$
|
266,024
|
|
|
$
|
252,392
|
|
|
$
|
260,021
|
|
International Foodservice Operations
(1)
|
243,628
|
|
|
70,184
|
|
|
63,037
|
|
|||
SYGMA
|
34,890
|
|
|
31,792
|
|
|
29,753
|
|
|||
Other
|
10,678
|
|
|
12,450
|
|
|
9,581
|
|
|||
Total segments
|
555,220
|
|
|
366,818
|
|
|
362,392
|
|
|||
Corporate
|
346,772
|
|
|
295,892
|
|
|
190,629
|
|
|||
Total
|
$
|
901,992
|
|
|
$
|
662,710
|
|
|
$
|
553,021
|
|
Capital Expenditures:
|
|
|
|
|
|
||||||
U.S. Foodservice Operations
|
$
|
194,714
|
|
|
$
|
153,528
|
|
|
$
|
184,567
|
|
International Foodservice Operations
(1)
|
228,564
|
|
|
56,689
|
|
|
80,170
|
|
|||
SYGMA
|
50,722
|
|
|
31,811
|
|
|
36,948
|
|
|||
Other
|
13,237
|
|
|
20,702
|
|
|
4,287
|
|
|||
Total segments
|
487,237
|
|
|
262,730
|
|
|
305,972
|
|
|||
Corporate
|
199,141
|
|
|
264,616
|
|
|
236,858
|
|
|||
Total
|
$
|
686,378
|
|
|
$
|
527,346
|
|
|
$
|
542,830
|
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Assets:
|
(In thousands)
|
||||||||||
U.S. Foodservice Operations
|
$
|
6,675,543
|
|
|
$
|
6,753,056
|
|
|
$
|
6,772,270
|
|
International Foodservice Operations
(1)
|
6,433,815
|
|
|
2,019,406
|
|
|
1,915,011
|
|
|||
SYGMA
|
625,653
|
|
|
539,639
|
|
|
510,626
|
|
|||
Other
|
448,885
|
|
|
459,785
|
|
|
327,691
|
|
|||
Total segments
|
14,183,896
|
|
|
9,771,886
|
|
|
9,525,598
|
|
|||
Corporate
|
3,572,759
|
|
|
6,949,918
|
|
|
8,463,683
|
|
|||
Total
|
$
|
17,756,655
|
|
|
$
|
16,721,804
|
|
|
$
|
17,989,281
|
|
(1)
|
Amounts are impacted by changes in exchange rates used to translate foreign results into U.S. dollars.
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Fresh and frozen meats
|
$
|
10,605,678
|
|
|
$
|
10,273,247
|
|
|
$
|
10,080,290
|
|
Canned and dry products
|
8,695,829
|
|
|
8,402,230
|
|
|
7,999,250
|
|
|||
Frozen fruits, vegetables, bakery and other
|
8,444,260
|
|
|
6,719,648
|
|
|
6,339,537
|
|
|||
Poultry
|
5,873,944
|
|
|
5,392,933
|
|
|
5,189,496
|
|
|||
Dairy products
|
5,610,101
|
|
|
5,276,991
|
|
|
5,199,036
|
|
|||
Fresh produce
|
4,701,440
|
|
|
4,156,978
|
|
|
3,828,298
|
|
|||
Paper and disposables
|
3,596,470
|
|
|
3,557,514
|
|
|
3,507,007
|
|
|||
Seafood
|
3,089,350
|
|
|
2,541,239
|
|
|
2,490,523
|
|
|||
Beverage products
|
2,059,453
|
|
|
1,849,780
|
|
|
1,754,944
|
|
|||
Janitorial products
|
1,331,019
|
|
|
1,251,821
|
|
|
1,102,855
|
|
|||
Equipment and smallwares
|
794,087
|
|
|
593,595
|
|
|
661,254
|
|
|||
Medical supplies
|
569,508
|
|
|
350,943
|
|
|
528,262
|
|
|||
Total
|
$
|
55,371,139
|
|
|
$
|
50,366,919
|
|
|
$
|
48,680,752
|
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Sales:
|
|
|
|
|
|
||||||
United States
|
$
|
44,395,765
|
|
|
$
|
44,922,937
|
|
|
$
|
43,146,591
|
|
Canada
|
4,346,894
|
|
|
4,486,282
|
|
|
4,727,742
|
|
|||
United Kingdom
|
2,974,133
|
|
|
—
|
|
|
—
|
|
|||
France
|
1,426,973
|
|
|
—
|
|
|
—
|
|
|||
Other
|
2,227,374
|
|
|
957,700
|
|
|
806,419
|
|
|||
Total
|
$
|
55,371,139
|
|
|
$
|
50,366,919
|
|
|
$
|
48,680,752
|
|
Long-lived assets:
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
3,252,980
|
|
|
$
|
3,461,505
|
|
|
$
|
3,519,610
|
|
Canada
|
329,090
|
|
|
309,027
|
|
|
317,231
|
|
|||
United Kingdom
|
303,178
|
|
|
—
|
|
|
—
|
|
|||
France
|
284,611
|
|
|
—
|
|
|
—
|
|
|||
Other
|
207,443
|
|
|
109,910
|
|
|
145,302
|
|
|||
Total
|
$
|
4,377,302
|
|
|
$
|
3,880,442
|
|
|
$
|
3,982,143
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
Jul. 1, 2017
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline
Subsidiaries
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Totals
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Current assets
|
$
|
177,495
|
|
|
$
|
2,988,736
|
|
|
$
|
4,867,207
|
|
|
$
|
—
|
|
|
$
|
8,033,438
|
|
Intercompany receivables
|
6,559,966
|
|
|
—
|
|
|
—
|
|
|
(6,559,966
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
6,451,994
|
|
|
—
|
|
|
—
|
|
|
(6,451,994
|
)
|
|
—
|
|
|||||
Plant and equipment, net
|
258,527
|
|
|
1,276,342
|
|
|
2,842,433
|
|
|
—
|
|
|
4,377,302
|
|
|||||
Other assets
|
151,744
|
|
|
418,968
|
|
|
4,775,203
|
|
|
—
|
|
|
5,345,915
|
|
|||||
Total assets
|
$
|
13,599,726
|
|
|
$
|
4,684,046
|
|
|
$
|
12,484,843
|
|
|
$
|
(13,011,960
|
)
|
|
$
|
17,756,655
|
|
Current liabilities
|
$
|
2,766,831
|
|
|
$
|
2,605,828
|
|
|
$
|
723,227
|
|
|
$
|
—
|
|
|
$
|
6,095,886
|
|
Intercompany payables
|
—
|
|
|
1,642,663
|
|
|
4,917,303
|
|
|
(6,559,966
|
)
|
|
—
|
|
|||||
Long-term debt
|
7,588,041
|
|
|
7,773
|
|
|
65,063
|
|
|
—
|
|
|
7,660,877
|
|
|||||
Other liabilities
|
863,338
|
|
|
103,784
|
|
|
568,415
|
|
|
—
|
|
|
1,535,537
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
82,839
|
|
|
—
|
|
|
82,839
|
|
|||||
Shareholders’ equity
|
2,381,516
|
|
|
323,998
|
|
|
6,127,996
|
|
|
(6,451,994
|
)
|
|
2,381,516
|
|
|||||
Total liabilities and shareholders’ equity
|
$
|
13,599,726
|
|
|
$
|
4,684,046
|
|
|
$
|
12,484,843
|
|
|
$
|
(13,011,960
|
)
|
|
$
|
17,756,655
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
Jul. 2, 2016
|
||||||||||||||||||
|
Sysco
|
|
Certain 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
|
|
Intercompany receivables
|
1,348,425
|
|
|
—
|
|
|
749,083
|
|
|
(2,097,508
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
6,694,615
|
|
|
—
|
|
|
—
|
|
|
(6,694,615
|
)
|
|
—
|
|
|||||
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
|
$
|
12,126,322
|
|
|
$
|
6,043,751
|
|
|
$
|
7,343,854
|
|
|
$
|
(8,792,123
|
)
|
|
$
|
16,721,804
|
|
Current liabilities
|
$
|
621,925
|
|
|
$
|
111,728
|
|
|
$
|
3,700,803
|
|
|
$
|
—
|
|
|
$
|
4,434,456
|
|
Intercompany payables
|
—
|
|
|
2,097,508
|
|
|
—
|
|
|
(2,097,508
|
)
|
|
—
|
|
|||||
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
|
3,479,608
|
|
|
3,523,635
|
|
|
3,170,980
|
|
|
(6,694,615
|
)
|
|
3,479,608
|
|
|||||
Total liabilities and shareholders’ equity
|
$
|
12,126,322
|
|
|
$
|
6,043,751
|
|
|
$
|
7,343,854
|
|
|
$
|
(8,792,123
|
)
|
|
$
|
16,721,804
|
|
|
Condensed Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
Jul. 1, 2017
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline
Subsidiaries
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Totals
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
27,200,744
|
|
|
$
|
29,987,271
|
|
|
$
|
(1,816,876
|
)
|
|
$
|
55,371,139
|
|
Cost of sales
|
—
|
|
|
21,912,558
|
|
|
24,717,950
|
|
|
(1,816,876
|
)
|
|
44,813,632
|
|
|||||
Gross profit
|
—
|
|
|
5,288,186
|
|
|
5,269,321
|
|
|
—
|
|
|
10,557,507
|
|
|||||
Operating expenses
|
931,498
|
|
|
3,123,076
|
|
|
4,449,762
|
|
|
—
|
|
|
8,504,336
|
|
|||||
Operating income (loss)
|
(931,498
|
)
|
|
2,165,110
|
|
|
819,559
|
|
|
—
|
|
|
2,053,171
|
|
|||||
Interest expense (income)
|
260,365
|
|
|
(95,687
|
)
|
|
138,200
|
|
|
—
|
|
|
302,878
|
|
|||||
Other expense (income), net
|
(23,740
|
)
|
|
(837
|
)
|
|
8,640
|
|
|
—
|
|
|
(15,937
|
)
|
|||||
Earnings (losses) before income taxes
|
(1,168,123
|
)
|
|
2,261,634
|
|
|
672,719
|
|
|
—
|
|
|
1,766,230
|
|
|||||
Income tax (benefit) provision
|
(412,511
|
)
|
|
800,537
|
|
|
235,701
|
|
|
—
|
|
|
623,727
|
|
|||||
Equity in earnings of subsidiaries
|
1,898,115
|
|
|
—
|
|
|
—
|
|
|
(1,898,115
|
)
|
|
—
|
|
|||||
Net earnings
|
1,142,503
|
|
|
1,461,097
|
|
|
437,018
|
|
|
(1,898,115
|
)
|
|
1,142,503
|
|
|||||
Other comprehensive income (loss)
|
95,381
|
|
|
—
|
|
|
(9,317
|
)
|
|
9,317
|
|
|
95,381
|
|
|||||
Comprehensive income
|
$
|
1,237,884
|
|
|
$
|
1,461,097
|
|
|
$
|
427,701
|
|
|
$
|
(1,888,798
|
)
|
|
$
|
1,237,884
|
|
|
Condensed Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
Jul. 2, 2016
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline
Subsidiaries
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Totals
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
33,932,334
|
|
|
$
|
18,112,973
|
|
|
$
|
(1,678,388
|
)
|
|
$
|
50,366,919
|
|
Cost of sales
|
—
|
|
|
27,485,111
|
|
|
15,519,724
|
|
|
(1,678,388
|
)
|
|
41,326,447
|
|
|||||
Gross profit
|
—
|
|
|
6,447,223
|
|
|
2,593,249
|
|
|
—
|
|
|
9,040,472
|
|
|||||
Operating expenses
|
944,457
|
|
|
3,857,415
|
|
|
2,388,100
|
|
|
—
|
|
|
7,189,972
|
|
|||||
Operating income (loss)
|
(944,457
|
)
|
|
2,589,808
|
|
|
205,149
|
|
|
—
|
|
|
1,850,500
|
|
|||||
Interest expense (income)
|
381,122
|
|
|
(145,852
|
)
|
|
70,876
|
|
|
—
|
|
|
306,146
|
|
|||||
Other expense (income), net
|
128,777
|
|
|
(1,876
|
)
|
|
(15,554
|
)
|
|
—
|
|
|
111,347
|
|
|||||
Earnings (losses) before income taxes
|
(1,454,356
|
)
|
|
2,737,536
|
|
|
149,827
|
|
|
—
|
|
|
1,433,007
|
|
|||||
Income tax (benefit) provision
|
(490,579
|
)
|
|
923,416
|
|
|
50,548
|
|
|
—
|
|
|
483,385
|
|
|||||
Equity in earnings of subsidiaries
|
1,913,399
|
|
|
—
|
|
|
—
|
|
|
(1,913,399
|
)
|
|
—
|
|
|||||
Net earnings
|
949,622
|
|
|
1,814,120
|
|
|
99,279
|
|
|
(1,913,399
|
)
|
|
949,622
|
|
|||||
Other comprehensive income (loss)
|
(434,921
|
)
|
|
—
|
|
|
(52,306
|
)
|
|
52,306
|
|
|
(434,921
|
)
|
|||||
Comprehensive income
|
$
|
514,701
|
|
|
$
|
1,814,120
|
|
|
$
|
46,973
|
|
|
$
|
(1,861,093
|
)
|
|
$
|
514,701
|
|
|
Condensed Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
Jun. 27, 2015
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline
Subsidiaries
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Totals
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
32,626,221
|
|
|
$
|
17,477,986
|
|
|
$
|
(1,423,455
|
)
|
|
$
|
48,680,752
|
|
Cost of sales
|
—
|
|
|
26,572,257
|
|
|
14,980,434
|
|
|
(1,423,455
|
)
|
|
40,129,236
|
|
|||||
Gross profit
|
—
|
|
|
6,053,964
|
|
|
2,497,552
|
|
|
—
|
|
|
8,551,516
|
|
|||||
Operating expenses
|
1,232,956
|
|
|
3,709,320
|
|
|
2,379,878
|
|
|
—
|
|
|
7,322,154
|
|
|||||
Operating income (loss)
|
(1,232,956
|
)
|
|
2,344,644
|
|
|
117,674
|
|
|
—
|
|
|
1,229,362
|
|
|||||
Interest expense (income)
|
323,918
|
|
|
(108,233
|
)
|
|
39,122
|
|
|
—
|
|
|
254,807
|
|
|||||
Other expense (income), net
|
(9,496
|
)
|
|
(3,609
|
)
|
|
(20,487
|
)
|
|
—
|
|
|
(33,592
|
)
|
|||||
Earnings (losses) before income taxes
|
(1,547,378
|
)
|
|
2,456,486
|
|
|
99,039
|
|
|
—
|
|
|
1,008,147
|
|
|||||
Income tax (benefit) provision
|
(493,263
|
)
|
|
783,066
|
|
|
31,571
|
|
|
—
|
|
|
321,374
|
|
|||||
Equity in earnings of subsidiaries
|
1,740,888
|
|
|
—
|
|
|
—
|
|
|
(1,740,888
|
)
|
|
—
|
|
|||||
Net earnings
|
686,773
|
|
|
1,673,420
|
|
|
67,468
|
|
|
(1,740,888
|
)
|
|
686,773
|
|
|||||
Other comprehensive income (loss)
|
(280,534
|
)
|
|
|
|
|
(232,185
|
)
|
|
232,185
|
|
|
(280,534
|
)
|
|||||
Comprehensive income
|
$
|
406,239
|
|
|
$
|
1,673,420
|
|
|
$
|
(164,717
|
)
|
|
$
|
(1,508,703
|
)
|
|
$
|
406,239
|
|
|
Condensed Consolidating Cash Flows
|
||||||||||||||||||
|
Jul. 1, 2017
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline
Subsidiaries
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Elimination
(1)
|
|
Consolidated
Totals
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash flows provided by (used for):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
1,472,847
|
|
|
$
|
2,908,792
|
|
|
$
|
557,343
|
|
|
$
|
(2,762,557
|
)
|
|
$
|
2,176,425
|
|
Investing activities
|
(3,274,566
|
)
|
|
(142,124
|
)
|
|
(294,771
|
)
|
|
127,000
|
|
|
(3,584,461
|
)
|
|||||
Financing activities
|
(1,463,168
|
)
|
|
(2,782,134
|
)
|
|
(9,964
|
)
|
|
2,635,557
|
|
|
(1,619,709
|
)
|
|||||
Effect of exchange rates on cash
|
—
|
|
|
—
|
|
|
(22,104
|
)
|
|
—
|
|
|
(22,104
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(3,264,887
|
)
|
|
(15,466
|
)
|
|
230,504
|
|
|
—
|
|
|
(3,049,849
|
)
|
|||||
Cash and cash equivalents at the beginning of period
|
3,376,463
|
|
|
34,069
|
|
|
508,819
|
|
|
—
|
|
|
3,919,351
|
|
|||||
Cash and cash equivalents at the end of period
|
$
|
111,576
|
|
|
$
|
18,603
|
|
|
$
|
739,323
|
|
|
—
|
|
|
$
|
869,502
|
|
|
Condensed Consolidating Cash Flows
|
||||||||||||||||||
|
Jul. 2, 2016
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline
Subsidiaries
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Elimination
(1)
|
|
Consolidated
Totals
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash flows provided by (used for):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
990,695
|
|
|
$
|
4,101,840
|
|
|
$
|
767,607
|
|
|
$
|
(3,927,000
|
)
|
|
$
|
1,933,142
|
|
Investing activities
|
20,094
|
|
|
(212,270
|
)
|
|
(408,652
|
)
|
|
—
|
|
|
(600,828
|
)
|
|||||
Financing activities
|
(2,485,444
|
)
|
|
(3,881,879
|
)
|
|
35,592
|
|
|
3,927,000
|
|
|
(2,404,731
|
)
|
|||||
Effect of exchange rates on cash
|
—
|
|
|
—
|
|
|
(138,327
|
)
|
|
—
|
|
|
(138,327
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(1,474,655
|
)
|
|
7,691
|
|
|
256,220
|
|
|
—
|
|
|
(1,210,744
|
)
|
|||||
Cash and cash equivalents at the beginning of period
|
4,851,075
|
|
|
26,378
|
|
|
252,591
|
|
|
—
|
|
|
5,130,044
|
|
|||||
Cash and cash equivalents at the end of period
|
$
|
3,376,420
|
|
|
$
|
34,069
|
|
|
$
|
508,811
|
|
|
—
|
|
|
$
|
3,919,300
|
|
|
Condensed Consolidating Cash Flows
|
||||||||||||||||||
|
Jun. 27, 2015
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline
Subsidiaries
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Elimination
(1)
|
|
Consolidated
Totals
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash flows provided by (used for):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
1,019,873
|
|
|
$
|
191,181
|
|
|
$
|
422,884
|
|
|
$
|
(78,454
|
)
|
|
$
|
1,555,484
|
|
Investing activities
|
(160,234
|
)
|
|
(108,099
|
)
|
|
(386,013
|
)
|
|
—
|
|
|
(654,346
|
)
|
|||||
Financing activities
|
3,832,479
|
|
|
(84,476
|
)
|
|
71,105
|
|
|
78,454
|
|
|
3,897,562
|
|
|||||
Effect of exchange rates on cash
|
—
|
|
|
—
|
|
|
(81,702
|
)
|
|
—
|
|
|
(81,702
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
4,692,118
|
|
|
(1,394
|
)
|
|
26,274
|
|
|
—
|
|
|
4,716,998
|
|
|||||
Cash and cash equivalents at the beginning of period
|
158,957
|
|
|
27,772
|
|
|
226,317
|
|
|
—
|
|
|
413,046
|
|
|||||
Cash and cash equivalents at the end of period
|
$
|
4,851,075
|
|
|
$
|
26,378
|
|
|
$
|
252,591
|
|
|
—
|
|
|
$
|
5,130,044
|
|
|
Fiscal 2017 Quarter Ended
|
|
|
||||||||||||||||
|
October 1
|
|
December 31
|
|
April 1
|
|
July 1
|
|
Fiscal Year
|
||||||||||
|
(In thousands except for per share data)
|
||||||||||||||||||
Sales
|
$
|
13,968,654
|
|
|
$
|
13,457,268
|
|
|
$
|
13,524,172
|
|
|
$
|
14,421,045
|
|
|
$
|
55,371,139
|
|
Cost of sales
|
11,276,735
|
|
|
10,885,405
|
|
|
10,990,037
|
|
|
11,661,455
|
|
|
44,813,632
|
|
|||||
Gross profit
|
2,691,919
|
|
|
2,571,863
|
|
|
2,534,135
|
|
|
2,759,590
|
|
|
10,557,507
|
|
|||||
Operating expenses
|
2,125,086
|
|
|
2,079,446
|
|
|
2,098,173
|
|
|
2,201,631
|
|
|
8,504,336
|
|
|||||
Operating income
|
566,833
|
|
|
492,417
|
|
|
435,962
|
|
|
557,959
|
|
|
2,053,171
|
|
|||||
Interest expense
|
73,623
|
|
|
72,231
|
|
|
81,004
|
|
|
76,020
|
|
|
302,878
|
|
|||||
Other expense (income), net
|
(7,216
|
)
|
|
(2,320
|
)
|
|
(4,815
|
)
|
|
(1,586
|
)
|
|
(15,937
|
)
|
|||||
Earnings before income taxes
|
500,426
|
|
|
422,506
|
|
|
359,773
|
|
|
483,525
|
|
|
1,766,230
|
|
|||||
Income taxes
|
176,539
|
|
|
147,339
|
|
|
121,495
|
|
|
178,354
|
|
|
623,727
|
|
|||||
Net earnings
|
$
|
323,887
|
|
|
$
|
275,167
|
|
|
$
|
238,278
|
|
|
$
|
305,171
|
|
|
$
|
1,142,503
|
|
Per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net earnings
|
$
|
0.58
|
|
|
$
|
0.50
|
|
|
$
|
0.44
|
|
|
$
|
0.57
|
|
|
$
|
2.10
|
|
Diluted net earnings
|
0.58
|
|
|
0.50
|
|
|
0.44
|
|
|
0.57
|
|
|
2.08
|
|
|||||
Dividends declared
|
0.31
|
|
|
0.33
|
|
|
0.33
|
|
|
0.33
|
|
|
1.30
|
|
|
Fiscal 2016 Quarter Ended
|
|
|
||||||||||||||||
|
September 26
(1)
|
|
December 26
|
|
March 26
|
|
July 2
(2), (3)
|
|
Fiscal Year
(3)
|
||||||||||
|
(In thousands except for per share data)
|
||||||||||||||||||
Sales
|
$
|
12,562,611
|
|
|
$
|
12,153,626
|
|
|
$
|
12,002,791
|
|
|
$
|
13,647,891
|
|
|
$
|
50,366,919
|
|
Cost of sales
|
10,324,616
|
|
|
9,996,812
|
|
|
9,859,966
|
|
|
11,145,053
|
|
|
41,326,447
|
|
|||||
Gross profit
|
2,237,995
|
|
|
2,156,814
|
|
|
2,142,825
|
|
|
2,502,838
|
|
|
9,040,472
|
|
|||||
Operating expenses
|
1,744,521
|
|
|
1,724,231
|
|
|
1,765,207
|
|
|
1,956,013
|
|
|
7,189,972
|
|
|||||
Operating income
|
493,474
|
|
|
432,583
|
|
|
377,618
|
|
|
546,825
|
|
|
1,850,500
|
|
|||||
Interest expense
|
126,907
|
|
|
47,235
|
|
|
57,699
|
|
|
74,305
|
|
|
306,146
|
|
|||||
Other expense (income), net
|
(15,240
|
)
|
|
(7,764
|
)
|
|
(6,952
|
)
|
|
141,303
|
|
|
111,347
|
|
|||||
Earnings before income taxes
|
381,807
|
|
|
393,112
|
|
|
326,871
|
|
|
331,217
|
|
|
1,433,007
|
|
|||||
Income taxes
|
137,387
|
|
|
120,713
|
|
|
109,735
|
|
|
115,550
|
|
|
483,385
|
|
|||||
Net earnings
|
$
|
244,420
|
|
|
$
|
272,399
|
|
|
$
|
217,136
|
|
|
$
|
215,667
|
|
|
$
|
949,622
|
|
Per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic net earnings
|
$
|
0.41
|
|
|
$
|
0.48
|
|
|
$
|
0.38
|
|
|
$
|
0.38
|
|
|
$
|
1.66
|
|
Diluted net earnings
|
0.41
|
|
|
0.48
|
|
|
0.38
|
|
|
0.38
|
|
|
1.64
|
|
|||||
Dividends declared
|
0.30
|
|
|
0.31
|
|
|
0.31
|
|
|
0.31
|
|
|
1.23
|
|
(1)
|
Sysco’s first quarter of fiscal
2016
included a charge for
$94.8 million
in interest expense related to the redemption of senior notes. See
Note 11
"Debt and Other Financing Arrangements."
|
(2)
|
Sysco’s fourth quarter of fiscal
2016
includes a remeasurement loss of
$101.2 million
in other expense (income), net due to the remeasurement of foreign cash held by Sysco for the Brakes Acquisition.
|
(3)
|
Sysco’s fiscal year ends on the Saturday nearest to June 30
th
, which resulted in a 14-week quarter and 53-week year ending
July 2, 2016
for fiscal
2016
.
|
SYSCO CORPORATION
|
|
By:
|
/s/ WILLIAM J. DELANEY
|
|
William J. DeLaney
|
|
Chief Executive Officer
|
/s/ WILLIAM J. DELANEY
|
Chief Executive Officer
|
William J. DeLaney
|
(principal executive officer)
|
|
|
/s/ JOEL T. GRADE
|
Executive Vice President and Chief Financial Officer
|
Joel T. Grade
|
(principal financial officer)
|
|
|
/s/ ANITA A. ZIELINSKI
|
Senior Vice President and Chief Accounting Officer
|
Anita A. Zielinski
|
(principal accounting officer)
|
|
|
/s/ DANIEL J. BRUTTO
|
/s/ BRADLEY M. HALVERSON
|
Daniel J. Brutto
|
Bradley M. Halverson
|
|
|
/s/ JOHN M. CASSADAY
|
/s/ HANS-JOACHIM KOERBER
|
John M. Cassaday
|
Hans-Joachim Koerber
|
|
|
/s/ JUDITH B. CRAVEN
|
/s/ NANCY S. NEWCOMB
|
Judith B. Craven
|
Nancy S. Newcomb
|
|
|
/s/ WILLIAM J. DELANEY
|
/s/ NELSON PELTZ
|
William J. DeLaney
|
Nelson Peltz
|
|
|
/s/ JOSHUA D. FRANK
|
/s/ EDWARD D. SHIRLEY
|
Joshua D. Frank
|
Edward D. Shirley
|
|
|
/s/ LARRY C. GLASSCOCK
|
/s/ RICHARD G. TILGHMAN
|
Larry C. Glasscock
|
Richard G. Tilghman
|
|
|
/s/ JONATHAN GOLDEN
|
/s/ JACKIE M. WARD
|
Jonathan Golden
|
Jackie M. Ward
|
2.1
|
—
|
Agreement for the sale and purchase of securities in the capital of Cucina Lux Investments Limited, dated as of February 19, 2016, by and among Sysco Corporation, the Institutional Sellers and the Management Warrantors, incorporated by reference to Exhibit 2.1 to Form 8-K filed on February 22, 2016 (File No. 1-6544).
|
|
|
|
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).
|
|
|
|
4.1
|
—
|
Senior Debt Indenture, dated as of June 15, 1995, between Sysco Corporation and First Union National Bank of North Carolina, Trustee, incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-3 filed June 6, 1995 (File No. 33-60023).
|
|
|
|
4.2
|
—
|
Form of Guarantee of Indebtedness of Sysco Corporation under Exhibits 4.1 through 4.6 as executed by Sysco’s U.S. Broadline subsidiaries, incorporated by reference to Exhibit 4.1 to Form 8-K filed on January 20, 2011 (File No. 1-6544).
|
|
|
|
4.3
|
—
|
Thirteenth Supplemental Indenture, including form of Initial Guarantee, dated February 17, 2012 between Sysco Corporation, as Issuer, the Trustee and the Initial Guarantors, incorporated by reference to Exhibit 4(o) to Registration Statement on Form S-3 filed on February 17, 2012 (File No. 1-6544).
|
|
|
|
4.4
|
—
|
Indenture dated May 23, 2002 between Sysco International, Co., Sysco Corporation and Wachovia Bank, National Association, incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-4 filed August 21, 2002 (File No. 333-98489).
|
|
|
|
4.5
|
—
|
Form of Supplemental Indenture No. 1, dated July 2, 2010, between Sysco International, ULC, as successor by conversion and name change to Sysco International Co., Sysco Corporation, as Guarantor, and the Trustee, incorporated by reference to Exhibit 4.12 to Form 10-K for the year ended July 3, 2010 filed on August 31, 2010 (File No. 1-6544).
|
|
|
|
4.6
|
—
|
Agreement of Resignation, Appointment and Acceptance, dated February 13, 2007, by and among Sysco Corporation and Sysco International Co., a wholly owned subsidiary of Sysco Corporation, U.S. Bank National Association and The Bank of New York Trust Company, N.A., incorporated by reference to Exhibit 4(h) to Registration Statement on Form S-3 filed on February 6, 2008 (File No. 333-149086).
|
|
|
|
10.1
|
—
|
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).
|
|
|
|
10.2
|
—
|
Issuing and Paying Agent Agreement, dated as of October 31, 2014, between Sysco Corporation and U.S. Bank National Association, incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended December 27, 2014 filed on February 2, 2015 (File No. 1-6544).
|
|
|
|
10.3
|
—
|
Amended and Restated Commercial Paper Dealer Agreement, dated as of October 31, 2014, between Sysco Corporation, as issuer, and JPMorgan Morgan Securities LLC, as Dealer, incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended December 27, 2014 filed on February 2, 2015(File No. 1-6544).
|
|
|
|
10.4
|
—
|
Commercial Paper Dealer Agreement, dated as of October 31, 2014, between Sysco Corporation, as issuer, and Goldman, Sachs & Co, as Dealer, incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended December 27, 2014 filed on February 2, 2015(File No. 1-6544).
|
|
|
|
10.5#
|
—
|
Commercial Paper Dealer Agreement, dated as of January 18, 2017, between Sysco Corporation, as issuer, and Wells Fargo Securities, LLC, as Dealer.
|
|
|
|
10.6#
|
—
|
Commercial Paper Dealer Agreement, dated as of February 3, 2017, between Sysco Corporation, as issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer.
|
|
|
|
10.7
|
—
|
Demand Facility Agreement, dated as of June 30, 2011, between SFS Canada I, LP and The Toronto-Dominion Bank, incorporated by reference to Exhibit 10.7 to Form 10-K for the year ended July 2, 2011 filed on August 30, 2011 (File No. 1-6544).
|
|
|
|
10.8
|
—
|
Guaranty Agreement, dated as of June 30, 2011, between Sysco Corporation and The Toronto-Dominion Bank, incorporated by reference to Exhibit 10.8 to Form 10-K for the year ended July 2, 2011 filed on August 30, 2011 (File No. 1-6544).
|
|
|
|
10.9†
|
—
|
Sixth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended October 2, 2010 filed on November 9, 2010 (File No. 1-6544).
|
|
|
|
10.10†
|
—
|
First Amendment to the Sixth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2012 filed on May 8, 2012 (File No. 1-6544).
|
|
|
|
10.11†
|
—
|
Seventh Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended December 29, 2012 filed on February 4, 2013 (File No. 1-6544).
|
|
|
|
10.12†
|
—
|
Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, effective June 29, 2013, incorporated by reference to Exhibit 10.11 to Form 10-K for the year ended June 29, 2013 filed on August 27, 2013 (File No. 1-6544).
|
|
|
|
10.13†
|
—
|
2015-1 Amendment to the Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, incorporated by reference to Exhibit 10.16 to Form 10-K for the year ended June 27, 2015 filed on August 25, 2015 (File No. 1-6544).
|
|
|
|
10.14†
|
—
|
Tenth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended October 2, 2010 filed on November 9, 2010 (File No. 1-6544).
|
|
|
|
10.15†
|
—
|
First Amendment to Tenth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10.15 to Form 10-K for the year ended July 2, 2011 filed on August 30, 2011 (File No. 1-6544).
|
|
|
|
10.16†
|
—
|
Second Amendment to Tenth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2012 filed on May 8, 2012 (File No. 1-6544).
|
|
|
|
10.17†
|
—
|
Eleventh Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended December 29, 2012 filed on February 4, 2013 (File No. 1-6544).
|
|
|
|
10.18†
|
—
|
Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, including the Amended and Restated Sysco Corporation MIP Retirement Program, attached as Appendix I, effective as of June 29, 2013, incorporated by reference to Exhibit 10.16 to Form 10-K for the year ended June 29, 2013 filed on August 27, 2013 (File No. 1-6544).
|
|
|
|
10.19†
|
—
|
First Amendment to the Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 29, 2014 filed on May 6, 2014 (File No. 1-6544).
|
|
|
|
10.20†
|
—
|
Amended and Restated Sysco Corporation MIP Retirement Program, effective as of June 29, 2013, incorporated by reference to Exhibit 10.17 to Form 10-K for the year ended June 29, 2013 filed on August 27, 2013 (File No. 1-6544).
|
|
|
|
10.21†
|
—
|
First Amendment to the Amended and Restated Sysco Corporation MIP Retirement Program, incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended March 29, 2014 filed on May 6, 2014 (File No. 1-6544).
|
|
|
|
10.22†
|
—
|
Sysco Corporation Management Savings Plan, incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended December 29, 2012 filed on February 4, 2013 (File No. 1-6544).
|
|
|
|
10.23†
|
—
|
Amended and Restated Sysco Corporation Management Savings Plan, effective as of June 29, 2013, incorporated by reference to Exhibit 10.19 to Form 10-K for the year ended June 29, 2013 filed on August 27, 2013 (File No. 1-6544).
|
|
|
|
10.24†
|
—
|
First Amendment to the Amended and Restated Sysco Corporation Management Savings Plan., incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 29, 2014 filed on May 6, 2014 (File No. 1-6544).
|
|
|
|
10.25†
|
—
|
2016-1 Amendment to the Amended and Restated Sysco Corporation Management Savings Plan, adopted effective November 15, 2016, incorporated by reference to the Form 10-Q for the quarter ended December 31, 2016 filed on February 7, 2017 (File No. 1-6544).
|
|
|
|
10.26†
|
—
|
2007 Stock Incentive Plan, as amended, incorporated by reference to Annex B to the Sysco Corporation Proxy Statement filed October 8, 2009 (File No. 1-6544).
|
|
|
|
10.27†
|
—
|
Form of Stock Option Grant Agreement issued to executive officers under the 2007 Stock Incentive Plan, incorporated by reference to Exhibit 10.6 to Form 10-Q for the quarter ended December 29, 2007 filed on February 5, 2008 (File No. 1-6544).
|
|
|
|
10.28†
|
—
|
Form of Restricted Stock Unit Award Agreement issued to executive officers under the 2007 Stock Incentive Plan, incorporated by reference to Exhibit 10.7 to Form 10-Q for the quarter ended September 26, 2009 filed on November 3, 2009 (File No. 1-6544).
|
|
|
|
10.29†
|
—
|
Sysco Corporation 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 99.1 to Form S-8 filed on November 15, 2013 (File No. 1-6544).
|
|
|
|
10.30†#
|
—
|
Amendment 2017-1 to the Sysco Corporation 2013 Long-Term Incentive Plan.
|
|
|
|
10.31†
|
—
|
Form of Stock Option Grant Agreement issued to executive officers under the Sysco Corporation 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended December 28, 2013 filed on February 4, 2014 (File No. 1-6544).
|
|
|
|
10.32†
|
—
|
Form of Stock Option Grant Agreement (Fiscal Year 2016) for executive officers under the Sysco Corporation 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended December 26, 2015 filed on February 2, 2016 (File No. 1-6544).
|
|
|
|
10.33†
|
—
|
Form of Stock Option Grant Agreement (Fiscal Year 2017) for executive officers under the Sysco Corporation 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended October 1, 2016 filed on November 7, 2016 (File No. 1-6544).
|
|
|
|
10.34†
|
—
|
Form of Restricted Stock Unit Award Agreement issued to executive officers under the 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended December 28, 2013 filed on February 4, 2014 (File No. 1-6544).
|
|
|
|
10.35†
|
—
|
Form of Restricted Stock Unit Award Agreement (Fiscal Year 2016) for executive officers under the Sysco Corporation 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended December 26, 2015 filed on February 2, 2016 (File No. 1-6544).
|
|
|
|
10.36†
|
—
|
Form of Performance Share Unit Grant Agreement (Fiscal Year 2017) for executive officers under the Sysco Corporation 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended October 1, 2016 filed on November 7, 2016 (File No. 1-6544).
|
|
|
|
10.37 †
|
—
|
Form of Sysco Protective Covenants Agreement (RSU Grant) issued to executive officers in connection with a Restricted Stock Unit Award Agreement issued under the 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.5 to Form 10-Q for the quarter ended December 28, 2013 filed on February 4, 2014 (File No. 1-6544).
|
|
|
|
10.38†
|
—
|
Form of Sysco Protective Covenants Agreement, adopted August 25, 2016, issued to executive officers in connection with a Performance Share Unit Grant Agreement under the 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended October 1, 2016 filed on November 7, 2016 (File No. 1-6544).
|
|
|
|
10.39†
|
—
|
Sysco Corporation Fiscal Year 2016 Cash Performance Unit Program (Performance Period Fiscal 2016-2018) adopted effective August 20, 2015, incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended September 26, 2015 filed on November 3, 2015 (File No. 1-6544).
|
|
|
|
10.40†
|
—
|
Sysco Corporation Fiscal 2017 Management Incentive Program (MIP) For Corporate MIP Bonus-eligible Positions adopted effective August 25, 2016, incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended October 1, 2016, filed on November 7, 2016 (File No. 1-6544).
|
|
|
|
10.41†
|
—
|
Description of Sysco Corporation's Executive Relocation Expense Reimbursement Policy, incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended January 1, 2011 filed on February 8, 2011 (File No. 1-6544).
|
|
|
|
10.42†
|
—
|
2009 Non-Employee Directors Stock Plan, incorporated by reference to Annex A to the Sysco Corporation Proxy Statement filed October 8, 2009 (File No. 1-6544).
|
|
|
|
10.43†
|
—
|
Form of Restricted Stock Grant Agreement under the 2009 Non-Employee Directors Stock Plan, incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended April 2, 2011 filed on May 10, 2011(File No. 1-6544).
|
|
|
|
10.44†
|
—
|
Form of Restricted Stock Grant Agreement under the 2009 Non-Employee Directors Stock Plan for those individuals who elected to defer receipt of shares under the 2009 Board of Directors Stock Deferral Plan, incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended April 2, 2011 filed on May 10, 2011(File No. 1-6544).
|
|
|
|
10.45†
|
—
|
Second Amended and Restated Board of Directors Deferred Compensation Plan dated April 1, 2002, incorporated by reference to Exhibit 10(aa) to Form 10-K for the year ended June 29, 2002 filed on September 25, 2002 (File No. 1-6544).
|
|
|
|
10.46†
|
—
|
First Amendment to Second Amended and Restated Board of Directors Deferred Compensation Plan dated July 12, 2002, incorporated by reference to Exhibit 10(bb) to Form 10-K for the year ended June 29, 2002 filed on September 25, 2002 (File No. 1-6544).
|
|
|
|
10.47†
|
—
|
Second Amendment to the Second Amended and Restated Sysco Corporation Board of Directors Deferred Compensation Plan, incorporated by reference to Exhibit 10(k) to Form 10-Q for the quarter ended December 31, 2005 filed on February 9, 2006 (File No. 1-6544).
|
|
|
|
10.48†
|
—
|
Third Amendment to the Second Amended and Restated Sysco Corporation Board of Directors Deferred Compensation Plan, incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended March 31, 2012 filed on May 8, 2012 (File No. 1-6544).
|
|
|
|
10.49†
|
—
|
Second Amended and Restated Sysco Corporation 2005 Board of Directors Deferred Compensation Plan, incorporated by reference to Exhibit 10.59 to Form 10-K for the year ended July 28, 2008 filed on August 26, 2008 (File No. 1-6544).
|
|
|
|
10.50†
|
—
|
First Amendment to the Second Amended and Restated Sysco Corporation 2005 Board of Directors Deferred Compensation Plan, incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended March 31, 2012 filed on May 8, 2012 (File No. 1-6544).
|
|
|
|
10.51†
|
—
|
2009 Board of Directors Stock Deferral Plan, incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended December 26, 2009 filed on February 2, 2010 (File No. 1-6544).
|
|
|
|
10.52†#
|
—
|
Description of Compensation Arrangements with Non-Employee Directors.
|
|
|
|
10.53†
|
—
|
Form of Indemnification Agreement with Non-Employee Directors, incorporated by reference to Exhibit 10.61 to Form 10-K for the year ended July 28, 2008 filed on August 26, 2008 (File No. 1-6544).
|
|
|
|
10.54†#
|
—
|
Transition and Retirement Agreement, dated July 17, 2017, between Sysco Corporation and William J. DeLaney.
|
|
|
|
|
|
|
12.1#
|
—
|
Statement regarding Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
21.1#
|
—
|
Subsidiaries of the Registrant.
|
|
|
|
23.1#
|
—
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
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 Annual Report on Form 10-K for the year ended July 1, 2017 filed with the SEC on August 29, 2017, formatted in XBRL includes: (i) Consolidated Balance Sheets as of July 1, 2017 and July 2, 2016, (ii) Consolidated Results of Operations for the periods ended July 1, 2017, July 2, 2016 and June 27, 2015, (iii) Consolidated Shareholders’ Equity for the periods ended July 1, 2017, July 2, 2016 and June 27, 2015, (iv) Consolidated Cash Flows for the periods ended July 1, 2017, July 2, 2016 and June 27, 2015, and (v) the Notes to Consolidated Financial Statements.
|
1.
|
Offers, Sales and Resales of Notes.
|
1.1
|
While (i) the Issuer has and shall have no obligation to sell the Notes to the Dealer or to permit the Dealer to arrange any sale of the Notes for the account of the Issuer, and (ii) the Dealer has and shall have no obligation to purchase the Notes from the Issuer or to arrange any sale of the Notes for the account of the Issuer, the parties hereto agree that in any case where the Dealer purchases Notes from the Issuer, or arranges for the sale of Notes by the Issuer, such Notes will be purchased or sold by the Dealer in reliance on the representations, warranties, covenants and agreements of the Issuer contained herein or made pursuant hereto and on the terms and conditions and in the manner provided herein.
|
1.2
|
So long as this Agreement shall remain in effect, and in addition to the limitations contained in Section 1.8 hereof, the Issuer shall not, without the consent of the Dealer, offer, solicit or accept offers to purchase, or sell, any Notes except (a) in transactions with one or more dealers which may from time to time after the date hereof become dealers with respect to the Notes by executing with the Issuer one or more agreements which contain provisions substantially identical to those contained in Section 1 of this Agreement, of which the Issuer hereby undertakes to provide the Dealer prompt notice or (b) in transactions with the other dealers listed on the Addendum hereto, which are executing agreements with the Issuer which contain provisions substantially identical to Section 1 of this Agreement contemporaneously herewith. In no event shall the Issuer offer, solicit or accept offers to purchase, or sell, any Notes directly on its own behalf in transactions with persons other than broker-dealers as specifically permitted in this Section 1.2.
|
1.3
|
The Notes shall be in a minimum denomination of $250,000 or integral multiples of $1,000 in excess thereof, will bear such interest rates, if interest bearing, or will be sold at such discount from their face amounts, as shall be agreed upon by the Dealer and the Issuer, shall have a maturity not exceeding 270 days from the date of issuance and may have such terms as are specified in Exhibit C hereto, the Private Placement Memorandum, a pricing supplement, or as otherwise agreed upon by the applicable purchaser and the Issuer. The Notes shall not contain any provision for extension, renewal or automatic “rollover.”
|
1.4
|
The authentication and issuance of, and payment for, the Notes shall be effected in accordance with the Issuing and Paying Agency Agreement, and the Notes shall be either individual physical certificates or book-entry notes evidenced by one or more master notes (each, a “Master Note”) registered in the name of The Depository Trust Company (“DTC”) or its nominee, in the form or forms delivered to the Dealer.
|
1.5
|
If the Issuer and the Dealer shall agree on the terms of the purchase of any Note by the Dealer or the sale of any Note arranged by the Dealer (including, but not limited to, agreement with respect to the date of issue, purchase price, principal amount, maturity and interest rate or interest rate index and margin (in the case of interest-bearing Notes) or discount thereof (in the case of Notes issued on a discount basis), and appropriate compensation for the Dealer’s services hereunder) pursuant to this Agreement, the Issuer shall cause such Note to be issued and delivered in accordance with the terms of the Issuing and Paying Agency Agreement and payment for such Note shall be made by the purchaser thereof, either directly or through the Dealer, to the Issuing and Paying Agent, for the account of the Issuer. Except as otherwise agreed, in the event that the Dealer is acting as an agent and a purchaser shall either fail to accept delivery of or make payment for a Note on the date fixed for settlement, the Dealer shall promptly notify the Issuer, and if the Dealer has theretofore paid the Issuer for the Note, the Issuer will promptly return such funds to the Dealer against its return of the Note to the Issuer, in the case of a certificated Note, and upon notice of such failure in the case of a book-entry Note. If such failure occurred for any reason other than default by the Dealer, the Issuer shall reimburse the Dealer on an equitable basis for the Dealer’s loss of the use of such funds for the period such funds were credited to the Issuer’s account.
|
1.6
|
In the case of any agreement by the Dealer to purchase a Note hereunder (other than as agent) which provides for a settlement date that is three New York Business Days or more after the date of such agreement, the obligation of the Dealer to purchase the Note under such agreement shall be subject to the conditions set forth on Exhibit D.
|
1.7
|
The Dealer and the Issuer hereby establish and agree to observe the following procedures in connection with offers, sales and subsequent resales or other transfers of the Notes:
|
(a)
|
Offers and sales of the Notes by or through the Dealer shall be made only to: (i) investors reasonably believed by the Dealer to be Qualified Institutional Buyers or Institutional Accredited Investors and (ii) non-bank fiduciaries or agents that will be purchasing Notes for one or more accounts, each of which is reasonably believed by the Dealer to be an Institutional Accredited Investor.
|
(b)
|
Resales and other transfers of the Notes by the holders thereof shall be made only in accordance with the restrictions in the legend described in clause (e) below.
|
(c)
|
No general solicitation or general advertising shall be used in connection with the offering of the Notes. Without limiting the generality of the foregoing, without the prior written approval of the Dealer, the Issuer shall not make any statement to any member of the press regarding the offer or sale of the Notes or issue any press release or publish any “tombstone” or other advertisement relating to the Notes or the offer or sale thereof. To the extent permitted by applicable securities laws, the Issuer shall (i) omit the name of the Dealer from any publicly available filing by the Issuer that makes reference to the Notes, the offer or sale of the Notes or this Agreement, (ii) not include a copy of this Agreement in any such filing or as an exhibit thereto, and (iii) redact the Dealer's name and any contact or other information that could identify the Dealer from any agreement or other information included in such filing.
|
(d)
|
No sale of Notes to any one purchaser shall be for less than $250,000 principal or face amount, and no Note shall be issued in a smaller principal or face amount. If the purchaser is a non-bank fiduciary acting on behalf of others, each person for whom
|
(e)
|
Offers and sales of the Notes by the Issuer through the Dealer shall be made in accordance with Section 4(a)(2) of the Securities Act, and shall be subject to the restrictions described in the legend appearing on Exhibit A hereto. A legend substantially to the effect of such Exhibit A shall appear as part of the Private Placement Memorandum used in connection with offers and sales of Notes hereunder, as well as on each individual certificate representing a Note and each Master Note representing book-entry Notes offered and sold pursuant to this Agreement.
|
(f)
|
The Dealer shall furnish or shall have furnished to each purchaser of Notes for which it has acted as the Dealer a copy of the then-current Private Placement Memorandum unless such purchaser has previously received a copy of the Private Placement Memorandum as then in effect. The Private Placement Memorandum shall expressly state that any person to whom Notes are offered shall have an opportunity to ask questions of, and receive information from, the Issuer and the Dealer and shall provide the names, addresses and telephone numbers of the persons from whom information regarding the Issuer may be obtained.
|
(g)
|
The Issuer agrees, for the benefit of the Dealer and each of the holders and prospective purchasers from time to time of the Notes that, if at any time the Issuer shall not be subject to Section 13 or 15(d) of the Exchange Act, the Issuer will furnish, upon request and at its expense, to the Dealer and to holders and prospective purchasers of Notes information required by Rule 144A(d)(4)(i) in compliance with Rule 144A(d).
|
(h)
|
In the event that any Note offered or to be offered by the Dealer would be ineligible for resale under Rule 144A, the Issuer shall immediately notify the Dealer (by telephone, confirmed in writing) of such fact and shall promptly prepare and deliver to the Dealer an amendment or supplement to the Private Placement Memorandum describing the Notes that are ineligible, the reason for such ineligibility and any other relevant information relating thereto.
|
(i)
|
The Issuer represents that it is not currently issuing commercial paper in the United States market in reliance upon the exemption provided by Section 3(a)(3) of the Securities Act. The Issuer agrees that, if it shall issue commercial paper after the date hereof in reliance upon such exemption (a) the proceeds from the sale of the Notes will be segregated from the proceeds of the sale of any such commercial paper by being placed in a separate account; (b) the Issuer will institute appropriate corporate procedures to ensure that the offers and sales of notes issued by the Issuer pursuant to the Section 3(a)(3) exemption are not integrated with offerings and sales of Notes hereunder; and (c) the Issuer will comply with each of the requirements of Section 3(a)(3) of the Securities Act in selling commercial paper or other short-term debt securities other than the Notes in the United States.
|
1.8
|
The Issuer hereby represents and warrants to the Dealer, in connection with offers, sales and resales of Notes, as follows:
|
(a)
|
The Issuer hereby confirms to the Dealer that (except as permitted by Section 1.7(i)) within the preceding six months neither the Issuer nor any person other than the Dealer or the other dealers referred to in Section 1.2 hereof acting on behalf of the Issuer has
|
(b)
|
The Issuer will use the proceeds of the sale of the Notes from time to time for the purpose of buying, carrying or trading securities within the meaning of Regulation T and the interpretations thereunder by the Board of Governors of the Federal Reserve System. As a result, the Dealer will offer and sell all Notes in a manner which would not cause or result in a violation of Regulation T and the interpretations thereunder.
|
2.
|
Representations and Warranties of Issuer.
|
2.1
|
The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agreement.
|
2.2
|
This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
|
2.3
|
The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
|
2.4
|
The offer and sale of the Notes in the manner contemplated hereby do not require registration of the Notes under the Securities Act, pursuant to the exemption from registration contained in Section 4(a)(2) thereof, and no indenture in respect of the Notes is required to be qualified under the Trust Indenture Act of 1939, as amended.
|
2.5
|
There is and will be no other unsecured and unsubordinated indebtedness of the Issuer which is or will be contractually entitled to be senior in right of payment to the Notes.
|
2.6
|
No consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes or the Issuing and Paying Agency Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes.
|
2.7
|
Neither the execution and delivery of this Agreement and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Issuer, or (ii) violate or result in a breach or a default under any of the terms of the Issuer’s charter documents or by-laws, any contract or instrument to which the Issuer is a party or by which it or its property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer is subject or by which it or its property is bound, which breach or default might have a material adverse effect on the condition (financial or otherwise), operations or business prospects of the Issuer or the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement.
|
2.8
|
There is no litigation or governmental proceeding pending, or to the knowledge of the Issuer threatened, against or affecting the Issuer or any of its subsidiaries which might result in a material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer or the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement.
|
2.9
|
The Issuer is not an “investment company” or an entity controlled by an investment company within the meaning of the Investment Company Act of 1940, as amended.
|
2.10
|
Neither the Private Placement Memorandum nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
|
2.11
|
Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by the Issuer to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the
|
3.
|
Covenants and Agreements of Issuer.
|
3.1
|
The Issuer will give the Dealer prompt notice (but in any event prior to any subsequent issuance of Notes hereunder) of any amendment to, modification of or waiver with respect to, the Notes or the Issuing and Paying Agency Agreement, including a complete copy of any such amendment, modification or waiver.
|
3.2
|
The Issuer shall, whenever there shall occur any change in the Issuer’s condition (financial or otherwise), operations or business prospects or any development or occurrence in relation to the Issuer that would be material to holders of the Notes or potential holders of the Notes (including any downgrading or receipt of any notice of intended or potential downgrading or any review for potential change in the rating accorded any of the Issuer’s securities by any nationally recognized statistical rating organization which has published a rating of the Notes), promptly, and in any event prior to any subsequent issuance of Notes hereunder, notify the Dealer (by telephone, confirmed in writing) of such change, development or occurrence.
|
3.3
|
The Issuer shall from time to time furnish to the Dealer such information as the Dealer may reasonably request, including, without limitation, any press releases or material provided by the Issuer to any national securities exchange or rating agency, regarding (i) the Issuer’s operations and financial condition, (ii) the due authorization and execution of the Notes and (iii) the Issuer’s ability to pay the Notes as they mature.
|
3.4
|
The Issuer will take all such action as the Dealer may reasonably request to ensure that each offer and each sale of the Notes will comply with any applicable state Blue Sky laws; provided, however, that the Issuer shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
|
3.5
|
The Issuer will not be in default of any of its obligations hereunder, under the Notes or under the Issuing and Paying Agency Agreement, at any time that any of the Notes are outstanding.
|
3.6
|
The Issuer shall not issue Notes hereunder until the Dealer shall have received (a) an opinion of counsel to the Issuer, addressed to the Dealer, satisfactory in form and substance to the Dealer, (b) a copy of the executed Issuing and Paying Agency Agreement as then in effect, (c) a copy of resolutions adopted by the Board of Directors of the Issuer, satisfactory in form and substance to the Dealer and certified by the Secretary or similar officer of the Issuer, authorizing execution and delivery by the Issuer of this Agreement, the Issuing and Paying Agency Agreement and the Notes and consummation by the Issuer of the transactions contemplated hereby and thereby, (d) prior to the issuance of any book-entry Notes represented by a master note registered in the name of DTC or its nominee, a copy of the executed Letter of Representations among the Issuer, the Issuing and Paying Agent and DTC and of the executed master note, (e) prior to the issuance of any Notes in physical form, a copy of such form (unless attached to this Agreement or the Issuing and Paying
|
3.7
|
The Issuer shall reimburse the Dealer for all of the Dealer’s out-of-pocket expenses related to this Agreement, including expenses incurred in connection with its preparation and negotiation, and the transactions contemplated hereby (including, but not limited to, the printing and distribution of the Private Placement Memorandum), and, if applicable, for the reasonable fees and out-of-pocket expenses of the Dealer’s counsel.
|
4.
|
Disclosure.
|
4.1
|
The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer. The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer concerning the offering of Notes and to obtain relevant additional information which the Issuer possesses or can acquire without unreasonable effort or expense.
|
4.2
|
The Issuer agrees to promptly furnish the Dealer the Company Information as it becomes available.
|
4.3
|
(a) The Issuer further agrees to notify the Dealer promptly upon the occurrence of any event relating to or affecting the Issuer that would cause the Company Information then in existence to include an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.
|
5.1
|
The Issuer will indemnify and hold harmless the Dealer, each individual, corporation, partnership, trust, association or other entity controlling the Dealer, any affiliate of the Dealer or any such controlling entity and their respective directors, officers, employees, partners, incorporators, shareholders, servants, trustees and agents (hereinafter the “Indemnitees”) against any and all liabilities, penalties, suits, causes of action, losses, damages, claims, costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) or judgments of whatever kind or nature (each a “Claim”), imposed upon, incurred by or asserted against the Indemnitees arising out of or based upon (i) any allegation that the Private Placement Memorandum, the Company Information or any information provided by the Issuer to the Dealer included (as of any relevant time) or includes an untrue statement of a material fact or omitted (as of any relevant time) or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) the breach by the Issuer of any agreement, covenant or representation made in or pursuant to this Agreement. This indemnification shall not apply to the extent that the Claim arises out of or is based upon Dealer Information or that a Claim is determined by a court of competent jurisdiction to have resulted from an Indemnitee’s gross negligence or willful misconduct.
|
5.2
|
Provisions relating to claims made for indemnification under this Section 5 are set forth on Exhibit B to this Agreement.
|
5.3
|
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 5 is held to be unavailable or insufficient to hold harmless the Indemnitees, although applicable in accordance with the terms of this Section 5, the Issuer shall contribute to the aggregate costs incurred by the Dealer in connection with any Claim in the proportion of the respective economic interests of the Issuer and the Dealer; provided, however, that such contribution by the Issuer shall be in an amount such that the aggregate costs incurred by the Dealer do not exceed the aggregate of the commissions and fees earned by the Dealer hereunder with respect to the issue or issues of Notes to which such Claim relates. The respective economic interests shall be calculated by reference to the aggregate proceeds to the Issuer of the Notes issued hereunder and the aggregate commissions and fees earned by the Dealer hereunder.
|
6.1
|
“Claim” shall have the meaning set forth in Section 5.1.
|
6.2
|
“Company Information” at any given time shall mean the Private Placement Memorandum together with, to the extent applicable, (i) the Issuer’s most recent report on Form 10-K filed with the SEC and each report on Form 10-Q or 8-K filed by the Issuer with the SEC since the most recent Form 10-K, (ii) the Issuer’s most recent annual audited financial statements and each interim financial statement or report prepared subsequent thereto, if not included in item (i) above, (iii) the Issuer’s and its affiliates’ other publicly available recent reports, including, but not limited to, any publicly available filings or reports provided to
|
6.3
|
“Current Issuing and Paying Agent” shall have the meaning set forth in Section 7.9(i).
|
6.4
|
“Dealer Information” shall mean material concerning the Dealer provided by the Dealer in writing expressly for inclusion in the Private Placement Memorandum.
|
6.5
|
“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.
|
6.6
|
“Indemnitee” shall have the meaning set forth in Section 5.1.
|
6.7
|
“Institutional Accredited Investor” shall mean an institutional investor that is an accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that has such knowledge and experience in financial and business matters that it is capable of evaluating and bearing the economic risk of an investment in the Notes, including, but not limited to, a bank, as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.
|
6.8
|
“Issuing and Paying Agency Agreement” shall mean the issuing and paying agency agreement described on the cover page of this Agreement, or any replacement thereof, as such agreement may be amended or supplemented from time to time.
|
6.9
|
“Issuing and Paying Agent” shall mean the party designated as such on the cover page of this Agreement, or any successor thereto or replacement thereof, as issuing and paying agent under the Issuing and Paying Agency Agreement.
|
6.10
|
“Non-bank fiduciary or agent” shall mean a fiduciary or agent other than (a) a bank, as defined in Section 3(a)(2) of the Securities Act, or (b) a savings and loan association, as defined in Section 3(a)(5)(A) of the Securities Act.
|
6.11
|
“Outstanding Notes” shall have the meaning set forth in Section 7.9(ii).
|
6.12
|
“Private Placement Memorandum” shall mean offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).
|
6.13
|
“Qualified Institutional Buyer” shall have the meaning assigned to that term in Rule 144A under the Securities Act.
|
6.14
|
“Replacement” shall have the meaning set forth in Section 7.9(i).
|
6.15
|
“Replacement Issuing and Paying Agent” shall have the meaning set forth in Section 7.9(i).
|
6.16
|
“Replacement Issuing and Paying Agency Agreement” shall have the meaning set forth in Section 7.9(i).
|
6.17
|
“Rule 144A” shall mean Rule 144A under the Securities Act.
|
6.18
|
“SEC” shall mean the U.S. Securities and Exchange Commission.
|
6.19
|
“Securities Act” shall mean the U.S. Securities Act of 1933, as amended.
|
7.1
|
Unless otherwise expressly provided herein, all notices under this Agreement to parties hereto shall be in writing and shall be effective when received at the address of the respective party set forth in the Addendum to this Agreement.
|
7.2
|
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions.
|
7.3
|
(a) Each party hereto agrees that any suit, action or proceeding brought by one party against the other in connection with or arising out of this Agreement or the Notes or the offer and sale of the Notes shall be brought solely in the United States federal courts located in the Borough of Manhattan or the courts of the State of New York located in the Borough of Manhattan. EACH OF THE DEALER AND THE ISSUER WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
|
7.4
|
This Agreement may be terminated, at any time, by the Issuer, upon one business day’s prior notice to such effect to the Dealer, or by the Dealer upon one business day’s prior notice to such effect to the Issuer. Any such termination, however, shall not affect the obligations of the Issuer under Sections 3.7, 5 and 7.3 hereof or the respective representations, warranties, agreements, covenants, rights or responsibilities of the parties made or arising prior to the termination of this Agreement.
|
7.5
|
This Agreement is not assignable by either party hereto without the written consent of the other party; provided, however, that the Dealer may assign its rights and obligations under this Agreement to any affiliate of the Dealer; provided further that (a) the Dealer may only assign its rights and obligations under this Agreement to an affiliate of the Dealer that is of equal or greater creditworthiness the Dealer, and (b) the Dealer shall not, absent the prior written consent of the Issuer, be released from (i) any liability to which the Dealer has theretofor become subject as a result of the Dealer’s prior breach of any of its covenants or representations hereunder or (ii) any liability or obligation arising out of any transaction initiated hereunder prior to such assignment
.
.
|
7.6
|
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
|
7.7
|
This Agreement is for the exclusive benefit of the parties hereto, and their respective permitted successors and assigns hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.
|
7.8
|
The Issuer acknowledges and agrees that (i) purchases and sales, or placements, of the Notes pursuant to this Agreement, including the determination of any prices for the Notes and Dealer compensation, are arm's-length commercial transactions between the Issuer and the Dealer, (ii) in connection therewith and with the process leading to such transactions, the Dealer is acting solely as a principal and not the agent (except to the
|
7.9
|
(i) The parties hereto agree that the Issuer may, in accordance with the terms of this Section 7.9, from time to time replace the party which is then acting as Issuing and Paying Agent (the “Current Issuing and Paying Agent”) with another party (such other party, the “Replacement Issuing and Paying Agent”), and enter into an agreement with the Replacement Issuing and Paying Agent covering the provision of issuing and paying agency functions in respect of the Notes by the Replacement Issuing and Paying Agent (the “Replacement Issuing and Paying Agency Agreement”) (any such replacement, a “Replacement”).
|
SYSCO Corporation
,
as Issuer
|
Wells Fargo Securities, LLC
,
as Dealer
|
By:
/s/ Gregory Keyes
|
By:
/s/ Steven P. Shorkey
|
Name:
Gregory Keyes
|
Name:
Steven P. Shorkey
|
Title:
VP & Treasurer
|
Title:
Director
|
1.
|
The other dealers referred to in clause (b) of Section 1.2 of the Agreement are JP Morgan Securities LLC, Goldman, Sachs & Co, BNY Mellon Capital Markets, LLC and Wells Fargo Securities, LLC.
|
2.
|
The addresses of the respective parties for purposes of notices under Section 7.1 are as follows:
|
(a)
|
The Issuer agrees to reimburse each Indemnitee for all expenses (including reasonable fees and disbursements of internal and external counsel) as they are incurred by it in connection with investigating or defending any loss, claim, damage, liability or action in respect of which indemnification may be sought under Section 5 of the Agreement (whether or not it is a party to any such proceedings).
|
(b)
|
Promptly after receipt by an Indemnitee of notice of the existence of a Claim, such Indemnitee will, if a claim in respect thereof is to be made against the Issuer, notify the Issuer in writing of the existence thereof; provided that (i) the omission so to notify the Issuer will not relieve the Issuer from any liability which it may have hereunder unless and except to the extent it did not otherwise learn of such Claim and such failure results in the forfeiture by the Issuer of substantial rights and defenses, and (ii) the omission so to notify the Issuer will not relieve it from liability which it may have to an Indemnitee otherwise than on account of this indemnity agreement. In case any such Claim is made against any Indemnitee and it notifies the Issuer of the existence thereof, the Issuer will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnitee, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee; provided that if the defendants in any such Claim include both the Indemnitee and the Issuer, and the Indemnitee shall have concluded that there may be legal defenses available to it which are different from or additional to those available to the Issuer, the Issuer shall not have the right to direct the defense of such Claim on behalf of such Indemnitee, and the Indemnitee shall have the right to select separate counsel to assert such legal defenses on behalf of such Indemnitee. Upon receipt of notice from the Issuer to such Indemnitee of the Issuer’s election so to assume the defense of such Claim and approval by the Indemnitee of counsel, the Issuer will not be liable to such Indemnitee for expenses incurred thereafter by the Indemnitee in connection with the defense thereof (other than reasonable costs of investigation) unless (i) the Indemnitee shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the Issuer shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel in the jurisdiction in which any Claim is brought), approved by the Dealer, representing the Indemnitee who is party to such Claim), (ii) the Issuer shall not have employed counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after notice of existence of the Claim or (iii) the Issuer has authorized in writing the employment of counsel for the Indemnitee. The indemnity, reimbursement and contribution obligations of the Issuer hereunder shall be in addition to any other liability the Issuer may otherwise have to an Indemnitee and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Issuer and any Indemnitee. The Issuer agrees that without the Dealer’s prior written consent, it will not settle, compromise or consent to the entry of any judgment in any Claim in respect of which indemnification may be sought under the indemnification provision of the Agreement (whether or not the Dealer or any other Indemnitee is an actual or potential party to such Claim), unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnitee from all liability arising out of such Claim and (ii) does not include a statement as to or an admission of fault, culpability or failure to act, by or on behalf of any Indemnitee.
|
(a)
|
the representations and warranties given by the Issuer set forth above in Section 1.8 and Section 2 shall be true and correct on and as of the settlement date as if made on and as of such date, and the Issuer shall have performed all of its obligations hereunder to be performed as of such date,
|
(b)
|
since the date of the most recent Private Placement Memorandum, there shall have been no material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer (whether occurring before or after such agreement was entered into) which was not disclosed to the Dealer in writing prior to the time such agreement was entered into,
|
(c)
|
the Issuer shall not be in default of any of its obligations hereunder, under the Notes or under the Issuing and Paying Agency Agreement,
|
(d)
|
on or after the date of such agreement there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; ; (ii) a suspension or material limitation in trading in the Issuer’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Dealer makes it impracticable or inadvisable to proceed with the offering or the delivery of the Note on the terms and in the manner contemplated in the Private Placement Memorandum, and
|
(e)
|
on or after the date of such agreement, (i) no downgrading shall have occurred in the rating accorded the Issuer's debt securities by any nationally recognized statistical rating organization and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Issuer's debt securities.
|
1.
|
Offers, Sales and Resales of Notes.
|
1.1
|
While (i) the Issuer has and shall have no obligation to sell the Notes to the Dealer or to permit the Dealer to arrange any sale of the Notes for the account of the Issuer, and (ii) the Dealer has and shall have no obligation to purchase the Notes from the Issuer or to arrange any sale of the Notes for the account of the Issuer, the parties hereto agree that in any case where the Dealer purchases Notes from the Issuer, or arranges for the sale of Notes by the Issuer, such Notes will be purchased or sold by the Dealer in reliance on the representations, warranties, covenants and agreements of the Issuer contained herein or made pursuant hereto and on the terms and conditions and in the manner provided herein.
|
1.2
|
So long as this Agreement shall remain in effect, and in addition to the limitations contained in Section 1.8 hereof, the Issuer shall not, without the consent of the Dealer, offer, solicit or accept offers to purchase, or sell, any Notes except (a) in transactions with one or more dealers which may from time to time after the date hereof become dealers with respect to the Notes by executing with the Issuer one or more agreements which contain provisions substantially identical to those contained in Section 1 of this Agreement, of which the Issuer hereby undertakes to provide the Dealer prompt notice or (b) in transactions with the other dealers listed on the Addendum hereto, which are executing agreements with the Issuer which contain provisions substantially identical to Section 1 of this Agreement contemporaneously herewith. In no event shall the Issuer offer, solicit or accept offers to purchase, or sell, any Notes directly on its own behalf in transactions with persons other than broker-dealers as specifically permitted in this Section 1.2.
|
1.3
|
The Notes shall be in a minimum denomination of $250,000 or integral multiples of $1,000 in excess thereof, will bear such interest rates, if interest bearing, or will be sold at such discount from their face amounts, as shall be agreed upon by the Dealer and the Issuer, shall have a maturity not exceeding 270 days from the date of issuance and may have such terms as are specified in Exhibit C hereto, the Private Placement Memorandum, a pricing supplement, or as otherwise agreed upon by the applicable purchaser and the Issuer. The Notes shall not contain any provision for extension, renewal or automatic “rollover.”
|
1.4
|
The authentication and issuance of, and payment for, the Notes shall be effected in accordance with the Issuing and Paying Agency Agreement, and the Notes shall be either individual physical certificates or book-entry notes evidenced by one or more master notes (each, a “Master Note”) registered in the name of The Depository Trust Company (“DTC”) or its nominee, in the form or forms delivered to the Dealer.
|
1.5
|
If the Issuer and the Dealer shall agree on the terms of the purchase of any Note by the Dealer or the sale of any Note arranged by the Dealer (including, but not limited to, agreement with respect to the date of issue, purchase price, principal amount, maturity and interest rate or interest rate index and margin (in the case of interest-bearing Notes) or discount thereof (in the case of Notes issued on a discount basis), and appropriate compensation for the Dealer’s services hereunder) pursuant to this Agreement, the Issuer shall cause such Note to be issued and delivered in accordance with the terms of the Issuing and Paying Agency Agreement and payment for such Note shall be made by the purchaser thereof, either directly or through the Dealer, to the Issuing and Paying Agent, for the account of the Issuer. Except as otherwise agreed, in the event that the Dealer is acting as an agent and a purchaser shall either fail to accept delivery of or make payment for a Note on the date fixed for settlement, the Dealer shall promptly notify the Issuer, and if the Dealer has theretofore paid the Issuer for the Note, the Issuer will promptly return such funds to the Dealer against its return of the Note to the Issuer, in the case of a certificated Note, and upon notice of such failure in the case of a book-entry Note. If such failure occurred for any reason other than default by the Dealer, the Issuer shall reimburse the Dealer on an equitable basis for the Dealer’s loss of the use of such funds for the period such funds were credited to the Issuer’s account.
|
1.6
|
In the case of any agreement by the Dealer to purchase a Note hereunder (other than as agent) which provides for a settlement date that is three New York Business Days or more after the date of such agreement, the obligation of the Dealer to purchase the Note under such agreement shall be subject to the conditions set forth on Exhibit D.
|
1.7
|
The Dealer and the Issuer hereby establish and agree to observe the following procedures in connection with offers, sales and subsequent resales or other transfers of the Notes:
|
(a)
|
Offers and sales of the Notes by or through the Dealer shall be made only to: (i) investors reasonably believed by the Dealer to be Qualified Institutional Buyers or Institutional Accredited Investors and (ii) non-bank fiduciaries or agents that will be purchasing Notes for one or more accounts, each of which is reasonably believed by the Dealer to be an Institutional Accredited Investor.
|
(b)
|
Resales and other transfers of the Notes by the holders thereof shall be made only in accordance with the restrictions in the legend described in clause (e) below.
|
(c)
|
No general solicitation or general advertising shall be used in connection with the offering of the Notes. Without limiting the generality of the foregoing, without the prior written approval of the Dealer, the Issuer shall not make any statement to any member of the press regarding the offer or sale of the Notes or issue any press release or publish any “tombstone” or other advertisement relating to the Notes or the offer or sale thereof. To the extent permitted by applicable securities laws, the Issuer shall (i) omit the name of the Dealer from any publicly available filing by the Issuer that makes reference to the Notes, the offer or sale of the Notes or this Agreement, (ii) not include a copy of this Agreement in any such filing or as an exhibit thereto, and (iii) redact the Dealer's name and any contact or other information that could identify the Dealer from any agreement or other information included in such filing.
|
(d)
|
No sale of Notes to any one purchaser shall be for less than $250,000 principal or face amount, and no Note shall be issued in a smaller principal or face amount. If the purchaser is a non-bank fiduciary acting on behalf of others, each person for whom
|
(e)
|
Offers and sales of the Notes by the Issuer through the Dealer shall be made in accordance with Section 4(a)(2) of the Securities Act, and shall be subject to the restrictions described in the legend appearing on Exhibit A hereto. A legend substantially to the effect of such Exhibit A shall appear as part of the Private Placement Memorandum used in connection with offers and sales of Notes hereunder, as well as on each individual certificate representing a Note and each Master Note representing book-entry Notes offered and sold pursuant to this Agreement.
|
(f)
|
The Dealer shall furnish or shall have furnished to each purchaser of Notes for which it has acted as the Dealer a copy of the then-current Private Placement Memorandum unless such purchaser has previously received a copy of the Private Placement Memorandum as then in effect. The Private Placement Memorandum shall expressly state that any person to whom Notes are offered shall have an opportunity to ask questions of, and receive information from, the Issuer and the Dealer and shall provide the names, addresses and telephone numbers of the persons from whom information regarding the Issuer may be obtained.
|
(g)
|
The Issuer agrees, for the benefit of the Dealer and each of the holders and prospective purchasers from time to time of the Notes that, if at any time the Issuer shall not be subject to Section 13 or 15(d) of the Exchange Act, the Issuer will furnish, upon request and at its expense, to the Dealer and to holders and prospective purchasers of Notes information required by Rule 144A(d)(4)(i) in compliance with Rule 144A(d).
|
(h)
|
In the event that any Note offered or to be offered by the Dealer would be ineligible for resale under Rule 144A, the Issuer shall immediately notify the Dealer (by telephone, confirmed in writing) of such fact and shall promptly prepare and deliver to the Dealer an amendment or supplement to the Private Placement Memorandum describing the Notes that are ineligible, the reason for such ineligibility and any other relevant information relating thereto.
|
(i)
|
The Issuer represents that it is not currently issuing commercial paper in the United States market in reliance upon the exemption provided by Section 3(a)(3) of the Securities Act. The Issuer agrees that, if it shall issue commercial paper after the date hereof in reliance upon such exemption (a) the proceeds from the sale of the Notes will be segregated from the proceeds of the sale of any such commercial paper by being placed in a separate account; (b) the Issuer will institute appropriate corporate procedures to ensure that the offers and sales of notes issued by the Issuer pursuant to the Section 3(a)(3) exemption are not integrated with offerings and sales of Notes hereunder; and (c) the Issuer will comply with each of the requirements of Section 3(a)(3) of the Securities Act in selling commercial paper or other short-term debt securities other than the Notes in the United States.
|
1.8
|
The Issuer hereby represents and warrants to the Dealer, in connection with offers, sales and resales of Notes, as follows:
|
(a)
|
The Issuer hereby confirms to the Dealer that (except as permitted by Section 1.7(i)) within the preceding six months neither the Issuer nor any person other than the Dealer or the other dealers referred to in Section 1.2 hereof acting on behalf of the Issuer has
|
(b)
|
The Issuer will use the proceeds of the sale of the Notes from time to time for the purpose of buying, carrying or trading securities within the meaning of Regulation T and the interpretations thereunder by the Board of Governors of the Federal Reserve System. As a result, the Dealer will offer and sell all Notes in a manner which would not cause or result in a violation of Regulation T and the interpretations thereunder.
|
2.
|
Representations and Warranties of Issuer.
|
2.1
|
The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agreement.
|
2.2
|
This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
|
2.3
|
The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
|
2.4
|
The offer and sale of the Notes in the manner contemplated hereby do not require registration of the Notes under the Securities Act, pursuant to the exemption from registration contained in Section 4(a)(2) thereof, and no indenture in respect of the Notes is required to be qualified under the Trust Indenture Act of 1939, as amended.
|
2.5
|
There is and will be no other unsecured and unsubordinated indebtedness of the Issuer which is or will be contractually entitled to be senior in right of payment to the Notes.
|
2.6
|
No consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes or the Issuing and Paying Agency Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes.
|
2.7
|
Neither the execution and delivery of this Agreement and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Issuer, or (ii) violate or result in a breach or a default under any of the terms of the Issuer’s charter documents or by-laws, any contract or instrument to which the Issuer is a party or by which it or its property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer is subject or by which it or its property is bound, which breach or default might have a material adverse effect on the condition (financial or otherwise), operations or business prospects of the Issuer or the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement.
|
2.8
|
There is no litigation or governmental proceeding pending, or to the knowledge of the Issuer threatened, against or affecting the Issuer or any of its subsidiaries which might result in a material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer or the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement.
|
2.9
|
The Issuer is not an “investment company” or an entity controlled by an investment company within the meaning of the Investment Company Act of 1940, as amended.
|
2.10
|
Neither the Private Placement Memorandum nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
|
2.11
|
Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by the Issuer to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the
|
3.
|
Covenants and Agreements of Issuer.
|
3.1
|
The Issuer will give the Dealer prompt notice (but in any event prior to any subsequent issuance of Notes hereunder) of any amendment to, modification of or waiver with respect to, the Notes or the Issuing and Paying Agency Agreement, including a complete copy of any such amendment, modification or waiver.
|
3.2
|
The Issuer shall, whenever there shall occur any change in the Issuer’s condition (financial or otherwise), operations or business prospects or any development or occurrence in relation to the Issuer that would be material to holders of the Notes or potential holders of the Notes (including any downgrading or receipt of any notice of intended or potential downgrading or any review for potential change in the rating accorded any of the Issuer’s securities by any nationally recognized statistical rating organization which has published a rating of the Notes), promptly, and in any event prior to any subsequent issuance of Notes hereunder, notify the Dealer (by telephone, confirmed in writing) of such change, development or occurrence.
|
3.3
|
The Issuer shall from time to time furnish to the Dealer such information as the Dealer may reasonably request, including, without limitation, any press releases or material provided by the Issuer to any national securities exchange or rating agency, regarding (i) the Issuer’s operations and financial condition, (ii) the due authorization and execution of the Notes and (iii) the Issuer’s ability to pay the Notes as they mature.
|
3.4
|
The Issuer will take all such action as the Dealer may reasonably request to ensure that each offer and each sale of the Notes will comply with any applicable state Blue Sky laws; provided, however, that the Issuer shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
|
3.5
|
The Issuer will not be in default of any of its obligations hereunder, under the Notes or under the Issuing and Paying Agency Agreement, at any time that any of the Notes are outstanding.
|
3.6
|
The Issuer shall not issue Notes hereunder until the Dealer shall have received (a) an opinion of counsel to the Issuer, addressed to the Dealer, satisfactory in form and substance to the Dealer, (b) a copy of the executed Issuing and Paying Agency Agreement as then in effect, (c) a copy of resolutions adopted by the Board of Directors of the Issuer, satisfactory in form and substance to the Dealer and certified by the Secretary or similar officer of the Issuer, authorizing execution and delivery by the Issuer of this Agreement, the Issuing and Paying Agency Agreement and the Notes and consummation by the Issuer of the transactions contemplated hereby and thereby, (d) prior to the issuance of any book-entry Notes represented by a master note registered in the name of DTC or its nominee, a copy of the executed Letter of Representations among the Issuer, the Issuing and Paying Agent and DTC and of the executed master note, (e) prior to the issuance of any Notes in physical form, a copy of such form (unless attached to this Agreement or the Issuing and Paying
|
3.7
|
The Issuer shall reimburse the Dealer for all of the Dealer’s out-of-pocket expenses related to this Agreement, including expenses incurred in connection with its preparation and negotiation, and the transactions contemplated hereby (including, but not limited to, the printing and distribution of the Private Placement Memorandum), and, if applicable, for the reasonable fees and out-of-pocket expenses of the Dealer’s counsel.
|
4.
|
Disclosure.
|
4.1
|
The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer. The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer concerning the offering of Notes and to obtain relevant additional information which the Issuer possesses or can acquire without unreasonable effort or expense.
|
4.2
|
The Issuer agrees to promptly furnish the Dealer the Company Information as it becomes available.
|
4.3
|
(a) The Issuer further agrees to notify the Dealer promptly upon the occurrence of any event relating to or affecting the Issuer that would cause the Company Information then in existence to include an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.
|
5.1
|
The Issuer will indemnify and hold harmless the Dealer, each individual, corporation, partnership, trust, association or other entity controlling the Dealer, any affiliate of the Dealer or any such controlling entity and their respective directors, officers, employees, partners, incorporators, shareholders, servants, trustees and agents (hereinafter the “Indemnitees”) against any and all liabilities, penalties, suits, causes of action, losses, damages, claims, costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) or judgments of whatever kind or nature (each a “Claim”), imposed upon, incurred by or asserted against the Indemnitees arising out of or based upon (i) any allegation that the Private Placement Memorandum, the Company Information or any information provided by the Issuer to the Dealer included (as of any relevant time) or includes an untrue statement of a material fact or omitted (as of any relevant time) or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) the breach by the Issuer of any agreement, covenant or representation made in or pursuant to this Agreement. This indemnification shall not apply to the extent that the Claim arises out of or is based upon Dealer Information or that a Claim is determined by a court of competent jurisdiction to have resulted from an Indemnitee’s gross negligence or willful misconduct.
|
5.2
|
Provisions relating to claims made for indemnification under this Section 5 are set forth on Exhibit B to this Agreement.
|
5.3
|
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 5 is held to be unavailable or insufficient to hold harmless the Indemnitees, although applicable in accordance with the terms of this Section 5, the Issuer shall contribute to the aggregate costs incurred by the Dealer in connection with any Claim in the proportion of the respective economic interests of the Issuer and the Dealer; provided, however, that such contribution by the Issuer shall be in an amount such that the aggregate costs incurred by the Dealer do not exceed the aggregate of the commissions and fees earned by the Dealer hereunder with respect to the issue or issues of Notes to which such Claim relates. The respective economic interests shall be calculated by reference to the aggregate proceeds to the Issuer of the Notes issued hereunder and the aggregate commissions and fees earned by the Dealer hereunder.
|
6.1
|
“Claim” shall have the meaning set forth in Section 5.1.
|
6.2
|
“Company Information” at any given time shall mean the Private Placement Memorandum together with, to the extent applicable, (i) the Issuer’s most recent report on Form 10-K filed with the SEC and each report on Form 10-Q or 8-K filed by the Issuer with the SEC since the most recent Form 10-K, (ii) the Issuer’s most recent annual audited financial statements and each interim financial statement or report prepared subsequent thereto, if not included in item (i) above, (iii) the Issuer’s and its affiliates’ other publicly available recent reports, including, but not limited to, any publicly available filings or reports provided to
|
6.3
|
“Current Issuing and Paying Agent” shall have the meaning set forth in Section 7.9(i).
|
6.4
|
“Dealer Information” shall mean material concerning the Dealer provided by the Dealer in writing expressly for inclusion in the Private Placement Memorandum.
|
6.5
|
“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.
|
6.6
|
“Indemnitee” shall have the meaning set forth in Section 5.1.
|
6.7
|
“Institutional Accredited Investor” shall mean an institutional investor that is an accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that has such knowledge and experience in financial and business matters that it is capable of evaluating and bearing the economic risk of an investment in the Notes, including, but not limited to, a bank, as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.
|
6.8
|
“Issuing and Paying Agency Agreement” shall mean the issuing and paying agency agreement described on the cover page of this Agreement, or any replacement thereof, as such agreement may be amended or supplemented from time to time.
|
6.9
|
“Issuing and Paying Agent” shall mean the party designated as such on the cover page of this Agreement, or any successor thereto or replacement thereof, as issuing and paying agent under the Issuing and Paying Agency Agreement.
|
6.10
|
“Non-bank fiduciary or agent” shall mean a fiduciary or agent other than (a) a bank, as defined in Section 3(a)(2) of the Securities Act, or (b) a savings and loan association, as defined in Section 3(a)(5)(A) of the Securities Act.
|
6.11
|
“Outstanding Notes” shall have the meaning set forth in Section 7.9(ii).
|
6.12
|
“Private Placement Memorandum” shall mean offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).
|
6.13
|
“Qualified Institutional Buyer” shall have the meaning assigned to that term in Rule 144A under the Securities Act.
|
6.14
|
“Replacement” shall have the meaning set forth in Section 7.9(i).
|
6.15
|
“Replacement Issuing and Paying Agent” shall have the meaning set forth in Section 7.9(i).
|
6.16
|
“Replacement Issuing and Paying Agency Agreement” shall have the meaning set forth in Section 7.9(i).
|
6.17
|
“Rule 144A” shall mean Rule 144A under the Securities Act.
|
6.18
|
“SEC” shall mean the U.S. Securities and Exchange Commission.
|
6.19
|
“Securities Act” shall mean the U.S. Securities Act of 1933, as amended.
|
7.1
|
Unless otherwise expressly provided herein, all notices under this Agreement to parties hereto shall be in writing and shall be effective when received at the address of the respective party set forth in the Addendum to this Agreement.
|
7.2
|
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions.
|
7.3
|
(a) Each party hereto agrees that any suit, action or proceeding brought by one party against the other in connection with or arising out of this Agreement or the Notes or the offer and sale of the Notes shall be brought solely in the United States federal courts located in the Borough of Manhattan or the courts of the State of New York located in the Borough of Manhattan. EACH OF THE DEALER AND THE ISSUER WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
|
7.4
|
This Agreement may be terminated, at any time, by the Issuer, upon one business day’s prior notice to such effect to the Dealer, or by the Dealer upon one business day’s prior notice to such effect to the Issuer. Any such termination, however, shall not affect the obligations of the Issuer under Sections 3.7, 5 and 7.3 hereof or the respective representations, warranties, agreements, covenants, rights or responsibilities of the parties made or arising prior to the termination of this Agreement.
|
7.5
|
This Agreement is not assignable by either party hereto without the written consent of the other party; provided, however, that the Dealer may assign its rights and obligations under this Agreement to any affiliate of the Dealer; provided further that (a) the Dealer may only assign its rights and obligations under this Agreement to an affiliate of the Dealer that is of equal or greater creditworthiness the Dealer, and (b) the Dealer shall not, absent the prior written consent of the Issuer, be released from (i) any liability to which the Dealer has theretofor become subject as a result of the Dealer’s prior breach of any of its covenants or representations hereunder or (ii) any liability or obligation arising out of any transaction initiated hereunder prior to such assignment
.
.
|
7.6
|
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
|
7.7
|
This Agreement is for the exclusive benefit of the parties hereto, and their respective permitted successors and assigns hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.
|
7.8
|
The Issuer acknowledges and agrees that (i) purchases and sales, or placements, of the Notes pursuant to this Agreement, including the determination of any prices for the Notes and Dealer compensation, are arm's-length commercial transactions between the Issuer and the Dealer, (ii) in connection therewith and with the process leading to such transactions, the Dealer is acting solely as a principal and not the agent (except to the
|
7.9
|
(i) The parties hereto agree that the Issuer may, in accordance with the terms of this Section 7.9, from time to time replace the party which is then acting as Issuing and Paying Agent (the “Current Issuing and Paying Agent”) with another party (such other party, the “Replacement Issuing and Paying Agent”), and enter into an agreement with the Replacement Issuing and Paying Agent covering the provision of issuing and paying agency functions in respect of the Notes by the Replacement Issuing and Paying Agent (the “Replacement Issuing and Paying Agency Agreement”) (any such replacement, a “Replacement”).
|
SYSCO Corporation
,
as Issuer
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
,
as Dealer
|
By:
/s/ Gregory Keyes
|
By:
/s/ Robert J. Little
|
Name:
Gregory Keyes
|
Name:
Robert J. Little
|
Title:
February 3, 2017
|
Title:
Managing Director
|
1.
|
The other dealers referred to in clause (b) of Section 1.2 of the Agreement are JP Morgan Securities LLC, Goldman, Sachs & Co and BofA Merrill Lynch.
|
2.
|
The addresses of the respective parties for purposes of notices under Section 7.1 are as follows:
|
(a)
|
The Issuer agrees to reimburse each Indemnitee for all expenses (including reasonable fees and disbursements of internal and external counsel) as they are incurred by it in connection with investigating or defending any loss, claim, damage, liability or action in respect of which indemnification may be sought under Section 5 of the Agreement (whether or not it is a party to any such proceedings).
|
(b)
|
Promptly after receipt by an Indemnitee of notice of the existence of a Claim, such Indemnitee will, if a claim in respect thereof is to be made against the Issuer, notify the Issuer in writing of the existence thereof; provided that (i) the omission so to notify the Issuer will not relieve the Issuer from any liability which it may have hereunder unless and except to the extent it did not otherwise learn of such Claim and such failure results in the forfeiture by the Issuer of substantial rights and defenses, and (ii) the omission so to notify the Issuer will not relieve it from liability which it may have to an Indemnitee otherwise than on account of this indemnity agreement. In case any such Claim is made against any Indemnitee and it notifies the Issuer of the existence thereof, the Issuer will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnitee, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee; provided that if the defendants in any such Claim include both the Indemnitee and the Issuer, and the Indemnitee shall have concluded that there may be legal defenses available to it which are different from or additional to those available to the Issuer, the Issuer shall not have the right to direct the defense of such Claim on behalf of such Indemnitee, and the Indemnitee shall have the right to select separate counsel to assert such legal defenses on behalf of such Indemnitee. Upon receipt of notice from the Issuer to such Indemnitee of the Issuer’s election so to assume the defense of such Claim and approval by the Indemnitee of counsel, the Issuer will not be liable to such Indemnitee for expenses incurred thereafter by the Indemnitee in connection with the defense thereof (other than reasonable costs of investigation) unless (i) the Indemnitee shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the Issuer shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel in the jurisdiction in which any Claim is brought), approved by the Dealer, representing the Indemnitee who is party to such Claim), (ii) the Issuer shall not have employed counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after notice of existence of the Claim or (iii) the Issuer has authorized in writing the employment of counsel for the Indemnitee. The indemnity, reimbursement and contribution obligations of the Issuer hereunder shall be in addition to any other liability the Issuer may otherwise have to an Indemnitee and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Issuer and any Indemnitee. The Issuer agrees that without the Dealer’s prior written consent, it will not settle, compromise or consent to the entry of any judgment in any Claim in respect of which indemnification may be sought under the indemnification provision of the Agreement (whether or not the Dealer or any other Indemnitee is an actual or potential party to such Claim), unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnitee from all liability arising out of such Claim and (ii) does not include a statement as to or an admission of fault, culpability or failure to act, by or on behalf of any Indemnitee.
|
|
D x 360
|
|
Money Market Yield =
|
|
x 100
|
|
360 - (D x M)
|
|
(a)
|
the representations and warranties given by the Issuer set forth above in Section 1.8 and Section 2 shall be true and correct on and as of the settlement date as if made on and as of such date, and the Issuer shall have performed all of its obligations hereunder to be performed as of such date,
|
(b)
|
since the date of the most recent Private Placement Memorandum, there shall have been no material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer (whether occurring before or after such agreement was entered into) which was not disclosed to the Dealer in writing prior to the time such agreement was entered into,
|
(c)
|
the Issuer shall not be in default of any of its obligations hereunder, under the Notes or under the Issuing and Paying Agency Agreement,
|
(d)
|
on or after the date of such agreement there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; ; (ii) a suspension or material limitation in trading in the Issuer’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Dealer makes it impracticable or inadvisable to proceed with the offering or the delivery of the Note on the terms and in the manner contemplated in the Private Placement Memorandum, and
|
(e)
|
on or after the date of such agreement, (i) no downgrading shall have occurred in the rating accorded the Issuer's debt securities by any nationally recognized statistical rating organization and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Issuer's debt securities.
|
Audit Committee Chair
|
$25,000
|
Compensation Committee Chair
|
$20,000
|
Corporate Governance and Nominating Committee Chair
|
$20,000
|
Finance Committee Chair
|
$20,000
|
Sustainability Committee Chair
|
$15,000
|
Grant Date
|
Last Vesting Date
|
Expiration Date
|
Number of Options
|
Planned Action
|
11/15/11
|
11/15/16
|
11/14/18
|
600,000
|
To be exercised and sold between 9/1/2017 and 12/31/2017
|
11/13/12
|
11/13/17
|
11/13/19
|
750,000
|
Current vested options to be exercised and sold between 9/1/2017 and 12/31/2017; options vesting on 11/13/17 to be exercised and sold between 11/14/17 and 12/31/2017
|
1.
|
Release on Behalf of Executive’s Estate
.
|
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Fiscal Year
|
||||||||||||||||||
(dollars in thousands)
|
|
July 1, 2017
|
|
July 2, 2016
(2)
|
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||||||
Earnings before income taxes
|
|
$
|
1,766,230
|
|
|
$
|
1,433,007
|
|
|
$
|
1,008,147
|
|
|
$
|
1,475,624
|
|
|
$
|
1,547,455
|
|
Add: Fixed charges
|
|
348,619
|
|
|
339,358
|
|
|
281,756
|
|
|
147,922
|
|
|
153,840
|
|
|||||
Subtract: Capitalized interest
|
|
2,038
|
|
|
2,032
|
|
|
866
|
|
|
1,097
|
|
|
4,242
|
|
|||||
Total
|
|
$
|
2,112,811
|
|
|
$
|
1,770,333
|
|
|
$
|
1,289,037
|
|
|
$
|
1,622,449
|
|
|
$
|
1,697,053
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
302,878
|
|
|
$
|
306,146
|
|
|
$
|
254,807
|
|
|
$
|
123,741
|
|
|
$
|
128,495
|
|
Capitalized interest
|
|
2,038
|
|
|
2,032
|
|
|
866
|
|
|
1,097
|
|
|
4,242
|
|
|||||
Rent expense interest factor
|
|
43,703
|
|
|
31,180
|
|
|
26,083
|
|
|
23,084
|
|
|
21,103
|
|
|||||
Total
|
|
$
|
348,619
|
|
|
$
|
339,358
|
|
|
$
|
281,756
|
|
|
$
|
147,922
|
|
|
$
|
153,840
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
(1)
|
|
6.1
|
|
|
5.2
|
|
|
4.6
|
|
|
11.0
|
|
|
11.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(1) For the purpose of calculating this ratio, “earnings” consist of earnings before income taxes and fixed charges (exclusive of interest capitalized). “Fixed charges” consist of interest expense, capitalized interest and the estimated interest portion of rents.
|
||||||||||||||||||||
(2) The fiscal year ended July 2, 2016 was a 53-week year.
|
Subsidiary Name
|
DBA Name
|
Jurisdiction
|
A. M. Briggs, Inc.
|
Metropolitan, Meat, Seafood & Poultry
|
Delaware
|
Arets Kock AB
|
|
Sweden
|
Arnotts (Fruit) Limited
|
|
Ireland
|
Bahamas Food Holdings Limited
|
|
Bahamas
|
Bahamas Food Services Limited
|
|
Bahamas
|
Brake Bros Foodservice Ireland Limited
|
|
United Kingdom
|
Brake Continental Europe Division
|
|
United Kingdom
|
Brake France Development
|
|
United Kingdom
|
Brake France SAS
|
|
United Kingdom
|
Brake France Service SAS
|
|
United Kingdom
|
Brakes Bros. Acquisition Limited
|
|
United Kingdom
|
Brakes Bros. Finance Limited
|
|
United Kingdom
|
Brakes Bros. Holding I Limited
|
|
United Kingdom
|
Brakes Bros. Holding II Limited
|
|
United Kingdom
|
Brakes Bros. Holding III Limited
|
|
United Kingdom
|
Brakes Bros. Ltd.
|
|
United Kingdom
|
Brakes Bros. Receivables Limited
|
|
United Kingdom
|
Brakes Foodservice NI Limited
|
|
United Kingdom
|
Brakes Limited
|
|
United Kingdom
|
Buckhead Meat Company
|
Buckhead Beef of New Jersey
|
Delaware
|
|
Buckhead Beef Rhode Island
|
|
|
Central Seafood
|
|
|
Trinity Seafood
|
|
Buckhead Meat Midwest, Inc.
|
Imperial Seafood & Shellfish Co. (OH)
|
Delaware
|
Buckhead Meat of Dallas, Inc.
|
|
Texas
|
Buckhead Meat of Denver, Inc.
|
|
Delaware
|
Buckhead Meat of Houston, Inc.
|
Buckhead Meat and Seafood - Houston
|
Texas
|
|
Buckhead Meats Houston
|
|
Subsidiary Name
|
DBA Name
|
Jurisdiction
|
|
Louisiana Seafood
|
|
Buckhead Meat of San Antonio, LP
|
|
Texas
|
Buzztable, Inc.
|
|
Delaware
|
Cake Corporation
|
Cake Sysco Corporation
|
Delaware
|
|
Cake Sysco
|
|
|
Cake Corporation of Delaware
|
|
|
Cake of Delaware
|
|
Corporacion Frionet Sociedad Anonima
|
|
Costa Rica
|
Country Choice Foods Limited
|
|
United Kingdom
|
Crossgar Foodservice Limited
|
|
Ireland
|
Cucina Acquisitions (UK) Limited
|
|
United Kingdom
|
Cucina Finance (UK) Limited
|
|
United Kingdom
|
Cucina French Holdings Limited
|
|
United Kingdom
|
Cucina Fresh Finance Limited
|
|
United Kingdom
|
Cucina Fresh Investments Limited
|
|
United Kingdom
|
Cucina Investments (UK) 2 Limited
|
|
United Kingdom
|
Cucina Investments (UK) 3 Limited
|
|
United Kingdom
|
Cucina Investments (UK) Limited
|
|
United Kingdom
|
Cucina Lux Investments Limited
|
|
United Kingdom
|
Curleys Quality Foods Limited (Third Party)
|
|
Ireland
|
Davigel Beligum S.A.
|
|
Belgium
|
Davigel Equity Holdings SA
|
|
France
|
Davigel Espana S.A.
|
|
Spain
|
Dust Bowl City, LLC
|
|
Texas
|
EMPYR Incorporated
|
|
Delaware
|
Enclave Parkway Association, Inc.
|
|
Texas
|
Enclave Properties, LLC
|
|
Delaware
|
European Imports, Inc.
|
|
Delaware
|
Fastighetsaktiebolaget Guldfrukten i Lund AB
|
|
Sweden
|
Financiere du Robin
|
|
France
|
Focus Foodservice Marketing, Inc.
|
|
Michigan
|
Focus Foodservice, LLC
|
|
Michigan
|
Freedman Meats, Inc.
|
|
Delaware
|
Freedman-KB, Inc.
|
|
Delaware
|
Fresh Direct (UK) Limited
|
|
United Kingdom
|
Fresh Direct France SARL
|
|
France
|
Fresh Direct Group Limited
|
|
United Kingdom
|
Fresh Direct Limited
|
|
United Kingdom
|
Fresh Direct Local (Cambridgeshire) Limited
|
|
United Kingdom
|
Fresh Direct Local (London) Limited
|
|
United Kingdom
|
Fresh Direct Local (Scotland) Limited
|
|
United Kingdom
|
Fresh Holdings Limited
|
|
United Kingdom
|
Fresh Trading (UK) Limited
|
|
United Kingdom
|
Freshfayre Limited
|
|
United Kingdom
|
FreshPoint Arizona, Inc.
|
European Imports
|
Delaware
|
|
FreshPoint - Phoenix
|
|
FreshPoint Atlanta, Inc.
|
FreshPoint of Atlanta
|
Georgia
|
Subsidiary Name
|
DBA Name
|
Jurisdiction
|
|
Mitt Parker
|
|
FreshPoint California, Inc.
|
|
Delaware
|
FreshPoint Central California, Inc.
|
FreshPoint - Central California
|
Delaware
|
|
FreshPoint - Northern California
|
|
|
FreshPoint of Central California
|
|
FreshPoint Central Florida, Inc.
|
FreshPoint - Pompano Beach
|
Florida
|
|
FreshPoint Southwest Florida
|
|
|
FreshPoint West Coast Florida
|
|
|
Garden Gourmet Specialties
|
|
|
Red's Market
|
|
|
Red's Market - Orlando
|
|
|
Red's Market - Tampa
|
|
FreshPoint Connecticut, LLC
|
FreshPoint - Hartford
|
Delaware
|
|
The Fowler & Huntting Company
|
|
FreshPoint Dallas, Inc.
|
FreshPoint Value Added Services (TX)
|
Delaware
|
FreshPoint Denver, Inc.
|
|
Colorado
|
FreshPoint Las Vegas, Inc.
|
|
Delaware
|
FreshPoint North Carolina, Inc.
|
FreshPoint Charlotte
|
Tennessee
|
|
FreshPoint Raleigh
|
|
|
FreshPoint of Raleigh
|
|
FreshPoint North Florida, Inc.
|
East Coast Fruit Company
|
Florida
|
|
FreshPoint Jacksonville
|
|
|
FreshPoint Savannah
|
|
|
FreshPoint Southern Georgia
|
|
|
Movsovitz of Georgia
|
|
FreshPoint Oklahoma City, LLC
|
FreshPoint Arkansas (AR, OK),
FreshPoint Tulsa (AR, OK) |
Delaware
|
FreshPoint Pompano Real Estate, LLC
|
|
Delaware
|
FreshPoint Puerto Rico, LLC
|
|
Puerto Rico
|
FreshPoint San Francisco, Inc.
|
FreshPoint - San Francisco (CA)
|
Colorado
|
FreshPoint South Florida, Inc.
|
|
Florida
|
FreshPoint South Texas, Inc.
|
City Produce
|
Delaware
|
|
FreshPoint - Harlingen
|
|
|
FreshPoint - San Antonio
|
|
FreshPoint Southern California, Inc.
|
G & G Produce Company (CA)
|
California
|
FreshPoint Tomato, LLC
|
FreshPoint Nashville
|
Delaware
|
|
FreshPoint Value Added
|
|
|
Nashville Tomato
|
|
FreshPoint Vancouver, Ltd.
|
FreshPoint - Nanaimo
|
Canada
|
|
FreshPoint - Vancouver
|
|
|
FreshPoint Foodservice
|
|
|
FreshPoint Freshcuts
|
|
FreshPoint, Inc.
|
|
Delaware
|
Fruktservice i Helsingborg AB
|
|
Sweden
|
Fruktservice i Malmö AB
|
|
Sweden
|
Fulton Provision Co.
|
|
Delaware
|
G&S Real Estate, Inc.
|
|
Delaware
|
Gilchrist & Soames Holdings Corporation
|
|
Delaware
|
Subsidiary Name
|
DBA Name
|
Jurisdiction
|
Gilchrist & Soames UK Limited
|
|
England
|
Gilchrist & Soames, Inc.
|
|
Delaware
|
Groupe Rault
|
|
France
|
Grupo Enclave, S.A.
|
|
Costa Rica
|
Guest Packaging, LLC
|
|
Delaware
|
Guest Supply Asia, Limited
|
|
Hong Kong
|
HS Ventures, LLC
|
|
Delaware
|
Iowa Premium Beef, LLC
|
|
Iowa
|
Isakssons Frukt & Grönt AB
|
|
Sweden
|
Keelings & Curleys Distribution Limited
|
|
Ireland
|
Les Ateliers Du Gout
|
|
France
|
Liquid Assets Limited
|
|
Bahamas
|
M&J Seafood Holdings Limited
|
|
United Kingdom
|
M&J Seafood Limited
|
|
United Kingdom
|
Mayca Autoservicio S.A.
|
|
Costa Rica
|
Menigo Foodservice AB
|
|
Sweden
|
Menigo Invest 1 AC
|
|
Sweden
|
Menigo Invest 2 AB
|
|
Sweden
|
Mitshim Etatu Supply LP
|
|
Canada
|
Newport Meat Northern California, Inc.
|
Newport Meat
|
California
|
|
Facciola Meat Company
|
|
Newport Meat of Nevada, Inc.
|
|
Delaware
|
Newport Meat Southern California, Inc.
|
|
Delaware
|
North Star Holding Corporation
|
|
Delaware
|
North Star Seafood Acquisition Corporation
|
|
Delaware
|
North Star Seafood, LLC
|
|
Florida
|
Palisades Ranch, Inc.
|
|
California
|
Pallas Foods Farm Fresh Unlimited Company
|
|
Ireland
|
Pallas Foods Unlimited Company
|
|
Ireland
|
Pauleys Produce Limited
|
|
United Kingdom
|
PFS de Mexico, S.A. de C.V.
|
|
Mexico
|
Rault Lamballe
|
|
France
|
Rault Sud
|
|
France
|
Rault Vendome
|
|
France
|
Rault Viandes Elaboration
|
|
France
|
Rentacamiones S.A.
|
|
Costa Rica
|
Restaurangakdemien AB
|
|
Sweden
|
Restaurant Of Tomorrow, Inc.
|
|
Delaware
|
Roots of Oxford Limited
|
|
United Kingdom
|
SCI Bianchi Montegut
|
|
France
|
SCI de Boiseau
|
|
France
|
SCI de Garcelles
|
|
France
|
SCI Lanjouan
|
|
France
|
SCI Le Dauphin
|
|
France
|
Servicestyckarna I Johannes AB
|
|
Sweden
|
SFS Canada I, LP
|
|
Canada
|
Subsidiary Name
|
DBA Name
|
Jurisdiction
|
SFS Canada II, LP
|
|
Canada
|
SFS GP I, ULC
|
|
Canada
|
SFS GP II, Inc.
|
|
Canada
|
Shenzhen Guest Supply Trading Co., Limited
|
|
Hong Kong
|
SMS Bermuda Holdings
|
|
Bermuda
|
SMS Global Holdings S.a.r.l.
|
|
Luxembourg
|
SMS GPC International Limited
|
|
Hong Kong
|
SMS GPC International Resources Limited
|
|
Hong Kong
|
SMS International Resources Ireland Unlimited Company
|
|
Ireland
|
SMS Lux Holdings LLC
|
|
Delaware
|
SOTF, LLC
|
Supplies on the Fly
|
Delaware
|
Specialty Meat Holdings, LLC
|
|
Delaware
|
Stockflag Limited
|
|
United Kingdom
|
Sysco Albany, LLC
|
Sysco Food Services of Albany, LLC
|
Delaware
|
Sysco Asian Foods, Inc.
|
Asian Foods
|
Delaware
|
Sysco Atlanta, LLC
|
|
Delaware
|
Sysco Baltimore, LLC
|
|
Delaware
|
Sysco Baraboo, LLC
|
|
Delaware
|
Sysco Bermuda Holdings
|
|
Bermuda
|
Sysco Bermuda Partners, L.P.
|
|
Bermuda
|
Sysco Boston, LLC
|
|
Delaware
|
Sysco Canada Holdings S.a.r.l
|
|
Luxembourg
|
Sysco Canada, Inc.
|
|
Canada
|
Sysco Central Alabama, Inc.
|
|
Delaware
|
Sysco Central California, Inc.
|
|
California
|
Sysco Central Florida, Inc.
|
|
Delaware
|
Sysco Central Illinois, Inc.
|
|
Delaware
|
Sysco Central Pennsylvania, LLC
|
|
Delaware
|
Sysco Charlotte, LLC
|
|
Delaware
|
Sysco Chicago, Inc.
|
|
Delaware
|
Sysco Cincinnati, LLC
|
|
Delaware
|
Sysco Cleveland, Inc.
|
|
Delaware
|
Sysco Columbia, LLC
|
|
Delaware
|
Sysco Connecticut, LLC
|
|
Delaware
|
Sysco Corporation
|
|
Delaware
|
Sysco Corporation Good Government Committee, Inc.
|
|
Delaware
|
Sysco CRC Holdings, Sociedad De Responsibilidad Limitada
|
|
Costa Rica
|
Sysco Detroit, LLC
|
|
Delaware
|
Sysco Disaster Relief Foundation, Inc
|
|
Texas
|
Subsidiary Name
|
DBA Name
|
Jurisdiction
|
Sysco Eastern Maryland, LLC
|
|
Delaware
|
Sysco Eastern Wisconsin, LLC
|
|
Delaware
|
Sysco EU II S.a.r.l.
|
|
Luxembourg
|
Sysco EU III S.a.r.l.
|
|
Luxembourg
|
Sysco EU IV Capital Unlimited Company
|
|
Ireland
|
Sysco EU S.a.r.l.
|
|
Luxembourg
|
Sysco Food Holdings S.a.r.l.
|
|
Luxembourg
|
Sysco Food Services S.a.r.l.
|
|
Luxembourg
|
Sysco Foundation, Inc.
|
|
Texas
|
Sysco George Town II, LLC
|
|
Delaware
|
Sysco George Town Limited S.a.r.l.
|
|
Luxembourg
|
Sysco Global Holdings, B.V.
|
|
Netherlands
|
Sysco Global Resources, LLC
|
|
Delaware
|
Sysco Global Services, LLC
|
|
Delaware
|
Sysco Grand Cayman Company
|
|
Cayman Islands
|
Sysco Grand Cayman II Company
|
|
Cayman Islands
|
Sysco Grand Cayman III Company
|
|
Cayman Islands
|
Sysco Grand Rapids, LLC
|
|
Delaware
|
Sysco Guernsey Limited
|
|
Guernsey
|
Sysco Guest Supply Canada Inc.
|
|
Canada
|
Sysco Guest Supply Europe Limited
|
|
United Kingdom
|
Sysco Guest Supply, LLC
|
Guest Supply - a Sysco Company
|
Delaware
|
Sysco Gulf Coast, Inc.
|
FreshPoint Gulf Coast
|
Delaware
|
Sysco Hampton Roads, Inc.
|
|
Delaware
|
Sysco Holdings Limited
|
|
Canada
|
Sysco Holdings of B.C., Inc.
|
|
Canada
|
Sysco Holdings of Kelowna, Inc.
|
|
Canada
|
Sysco Holdings, LLC
|
|
Delaware
|
Sysco Indianapolis, LLC
|
|
Delaware
|
Sysco International Food Group, Inc.
|
|
Florida
|
Sysco International, ULC
|
|
Canada
|
Sysco Iowa, Inc.
|
|
Delaware
|
Sysco Jackson, LLC
|
|
Delaware
|
Sysco Jacksonville, Inc.
|
|
Delaware
|
Sysco Kansas City, Inc.
|
|
Missouri
|
Sysco Kelowna, Ltd.
|
|
Canada
|
Sysco Knoxville, LLC
|
|
Delaware
|
Sysco Leasing, LLC
|
|
Delaware
|
Sysco Lincoln Transportation Company, Inc.
|
Pegler-Sysco Transportation Co.
|
Nebraska
|
Sysco Lincoln, Inc.
|
|
Nebraska
|
Sysco Long Island, LLC
|
|
Delaware
|
Sysco Los Angeles, Inc.
|
|
Delaware
|
Sysco Louisville, Inc.
|
|
Delaware
|
Sysco Lux Holdings, LLC
|
|
Delaware
|
Sysco Memphis, LLC
|
|
Delaware
|
Sysco Merchandising and Supply Chain Services, Inc.
|
Alfmark
|
Delaware
|
|
Alfmark Transportation
|
|
Subsidiary Name
|
DBA Name
|
Jurisdiction
|
|
Sysco Imports
|
|
|
Sysco Northeast Redistribution Center
|
|
|
Sysco South Redistribution Center
|
|
Sysco Metro New York, LLC
|
|
Delaware
|
Sysco Minnesota, Inc.
|
|
Delaware
|
Sysco Montana, Inc.
|
|
Delaware
|
Sysco Nashville, LLC
|
|
Delaware
|
Sysco Netherlands Partners, LLC
|
|
Delaware
|
Sysco North Central Florida, Inc.
|
|
Delaware
|
Sysco North Dakota, Inc.
|
|
Delaware
|
Sysco Northern New England, Inc.
|
Reed Distributors
|
Maine
|
Sysco Philadelphia, LLC
|
|
Delaware
|
Sysco Pittsburgh, LLC
|
|
Delaware
|
Sysco Portland, Inc.
|
|
Delaware
|
Sysco Raleigh, LLC
|
Sysco North Carolina
|
Delaware
|
Sysco Resources Services, LLC
|
Sysco Business Services
|
Delaware
|
Sysco Riverside, Inc.
|
|
Delaware
|
Sysco Sacramento, Inc.
|
|
Delaware
|
Sysco San Diego, Inc.
|
|
Delaware
|
Sysco San Francisco, Inc.
|
Race Street Foods
|
California
|
Sysco Seattle, Inc.
|
DiTomaso
|
Delaware
|
|
DiTos
|
|
|
Sysco Alaska
|
|
Sysco South Florida, Inc.
|
|
Delaware
|
Sysco Southeast Florida, LLC
|
|
Delaware
|
Sysco Spokane, Inc.
|
Sysco Food Services of Spokane
|
Delaware
|
Sysco St. Louis, LLC
|
|
Delaware
|
Sysco Syracuse, LLC
|
|
Delaware
|
Sysco UK Holdings Limited
|
|
England
|
Sysco UK Limited
|
|
England
|
Sysco UK Partners LLP
|
|
England
|
Sysco USA I, Inc.
|
FreshPoint
|
Delaware
|
|
Sysco Dallas
|
|
|
Sysco East Texas
|
|
|
Sysco North Texas
|
|
|
Sysco West Texas
|
|
Sysco USA II, LLC
|
Arrow Sysco Food Services
|
Delaware
|
|
Sysco Arkansas
|
|
|
Sysco Oklahoma
|
|
Sysco Ventura, Inc.
|
|
Delaware
|
Sysco Ventures, Inc.
|
|
Delaware
|
Sysco Victoria, Inc.
|
|
Canada
|
Sysco Virginia, LLC
|
|
Delaware
|
Sysco West Coast Florida, Inc.
|
|
Delaware
|
Sysco Western Minnesota, Inc.
|
Appert's Foodservice
|
Delaware
|
SYY Netherlands C.V.
|
|
Netherlands
|
SYY Panama S. de R.L.
|
|
Panama
|
Tannis Trading Inc.
|
Tannis Food Distributors
|
Canada
|
The SYGMA Network, Inc.
|
|
Delaware
|
Subsidiary Name
|
DBA Name
|
Jurisdiction
|
Walker Foods, Inc.
|
|
New York
|
Wild Harvest Limited
|
|
United Kingdom
|
Woodward Foodservice Limited
|
|
United Kingdom
|
1.
|
I have reviewed this annual report on Form 10-K 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 annual report on Form 10-K 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.
|
The company’s Annual Report on Form 10-K for the fiscal year ended
July 1, 2017
(“Annual Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
2.
|
All of the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the company.
|
1.
|
The company’s Annual Report on Form 10-K for the fiscal year ended
July 1, 2017
(“Annual Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
2.
|
All of the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the company.
|