(Mark One)
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|
þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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74-1648137
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(State or other jurisdiction of incorporation or organization)
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(IRS employer identification number)
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1390 Enclave Parkway
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Houston, Texas
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77077-2099
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(Address of principal executive offices)
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(Zip Code)
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Large Accelerated Filer
þ
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Accelerated Filer
¨
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Non-accelerated Filer
¨
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Smaller Reporting Company
¨
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(Do not check if a smaller reporting company)
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Emerging growth company
¨
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PART I – FINANCIAL INFORMATION
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Page No.
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|
PART II – OTHER INFORMATION
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|
|
|
|
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|
Dec. 30, 2017
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Jul. 1, 2017
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|
Dec. 31, 2016
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||||||
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(unaudited)
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(unaudited)
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|||||
ASSETS
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|||||||||||
Current assets
|
|
|
|
|
|
|
|
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|||
Cash and cash equivalents
|
$
|
961,067
|
|
|
$
|
869,502
|
|
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$
|
847,292
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|
Accounts and notes receivable, less allowances of
$52,588, $31,059, and $48,612 |
3,953,643
|
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4,012,393
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3,963,458
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|||
Inventories, net
|
3,174,012
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2,995,598
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3,031,548
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|||
Prepaid expenses and other current assets
|
183,446
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|
139,185
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142,319
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|||
Income tax receivable
|
—
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|
|
16,760
|
|
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26,589
|
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|||
Total current assets
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8,272,168
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8,033,438
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8,011,206
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|||
Plant and equipment at cost, less depreciation
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4,366,292
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4,377,302
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4,331,129
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|||
Long-term assets
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|
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||||||
Goodwill
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4,001,020
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3,916,128
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3,714,355
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|||
Intangibles, less amortization
|
1,056,335
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|
|
1,037,511
|
|
|
1,094,927
|
|
|||
Deferred income taxes
|
92,950
|
|
|
142,472
|
|
|
193,663
|
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|||
Other assets
|
430,605
|
|
|
249,804
|
|
|
284,786
|
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|||
Total long-term assets
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5,580,910
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5,345,915
|
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5,287,731
|
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|||
Total assets
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$
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18,219,370
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|
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$
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17,756,655
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$
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17,630,066
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LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||||||
Current liabilities
|
|
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|
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|||
Notes payable
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$
|
6,629
|
|
|
$
|
3,938
|
|
|
$
|
22,600
|
|
Accounts payable
|
3,745,817
|
|
|
3,971,112
|
|
|
3,549,554
|
|
|||
Accrued expenses
|
1,567,362
|
|
|
1,576,221
|
|
|
1,471,195
|
|
|||
Accrued income taxes
|
128,446
|
|
|
14,540
|
|
|
—
|
|
|||
Current maturities of long-term debt
|
534,716
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|
530,075
|
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8,937
|
|
|||
Total current liabilities
|
5,982,970
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6,095,886
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5,052,286
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|||
Long-term liabilities
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|||
Long-term debt
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8,312,489
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7,660,877
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|
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8,313,651
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|||
Deferred income taxes
|
143,794
|
|
|
161,715
|
|
|
175,795
|
|
|||
Other long-term liabilities
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1,477,991
|
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|
1,373,822
|
|
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1,533,390
|
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|||
Total long-term liabilities
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9,934,274
|
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9,196,414
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10,022,836
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|||
Commitments and contingencies
|
|
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|||
Noncontrolling interests
|
33,524
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82,839
|
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78,905
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|||
Shareholders’ equity
|
|
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|||
Preferred stock, par value $1 per share
Authorized 1,500,000 shares, issued none |
—
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—
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—
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|
|||
Common stock, par value $1 per share
Authorized 2,000,000,000 shares, issued 765,174,900 shares |
765,175
|
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765,175
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|
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765,175
|
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|||
Paid-in capital
|
1,361,471
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|
1,327,366
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1,320,068
|
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|||
Retained earnings
|
9,708,261
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9,447,755
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9,256,137
|
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|||
Accumulated other comprehensive loss
|
(1,116,028
|
)
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|
(1,262,737
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)
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(1,582,596
|
)
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|||
Treasury stock at cost, 243,764,879,
235,135,699 and 224,792,348 shares |
(8,450,277
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)
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(7,896,043
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)
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(7,282,745
|
)
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|||
Total shareholders’ equity
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2,268,602
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|
|
2,381,516
|
|
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2,476,039
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|
|||
Total liabilities and shareholders’ equity
|
$
|
18,219,370
|
|
|
$
|
17,756,655
|
|
|
$
|
17,630,066
|
|
|
13-Week Period Ended
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|
26-Week Period Ended
|
||||||||||||
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Dec. 30, 2017
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|
Dec. 31, 2016
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Dec. 30, 2017
|
|
Dec. 31, 2016
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||||||||
Sales
|
$
|
14,411,490
|
|
|
$
|
13,457,268
|
|
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$
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29,061,914
|
|
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$
|
27,425,922
|
|
Cost of sales
|
11,712,104
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10,885,405
|
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23,568,860
|
|
|
22,162,140
|
|
||||
Gross profit
|
2,699,386
|
|
|
2,571,863
|
|
|
5,493,054
|
|
|
5,263,782
|
|
||||
Operating expenses
|
2,167,104
|
|
|
2,079,446
|
|
|
4,337,680
|
|
|
4,204,532
|
|
||||
Operating income
|
532,282
|
|
|
492,417
|
|
|
1,155,374
|
|
|
1,059,250
|
|
||||
Interest expense
|
85,986
|
|
|
72,231
|
|
|
166,870
|
|
|
145,854
|
|
||||
Other expense (income), net
|
(5,432
|
)
|
|
(2,320
|
)
|
|
(9,680
|
)
|
|
(9,536
|
)
|
||||
Earnings before income taxes
|
451,728
|
|
|
422,506
|
|
|
998,184
|
|
|
922,932
|
|
||||
Income taxes
|
167,615
|
|
|
147,339
|
|
|
346,431
|
|
|
323,878
|
|
||||
Net earnings
|
$
|
284,113
|
|
|
$
|
275,167
|
|
|
$
|
651,753
|
|
|
$
|
599,054
|
|
|
|
|
|
|
|
|
|
||||||||
Net earnings:
|
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
0.55
|
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|
$
|
0.50
|
|
|
$
|
1.24
|
|
|
$
|
1.09
|
|
Diluted earnings per share
|
0.54
|
|
|
0.50
|
|
|
1.23
|
|
|
1.08
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Average shares outstanding
|
521,284,182
|
|
|
545,132,762
|
|
|
524,286,931
|
|
|
550,285,268
|
|
||||
Diluted shares outstanding
|
527,249,587
|
|
|
550,372,067
|
|
|
530,156,510
|
|
|
555,663,073
|
|
||||
Dividends declared per common share
|
$
|
0.36
|
|
|
$
|
0.33
|
|
|
$
|
0.69
|
|
|
$
|
0.64
|
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||||||
|
Dec. 30, 2017
|
|
Dec. 31, 2016
|
|
Dec. 30, 2017
|
|
Dec. 31, 2016
|
||||||||
Net earnings
|
$
|
284,113
|
|
|
$
|
275,167
|
|
|
$
|
651,753
|
|
|
$
|
599,054
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment
|
19,254
|
|
|
(202,195
|
)
|
|
140,584
|
|
|
(279,683
|
)
|
||||
Items presented net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of cash flow hedges
|
2,155
|
|
|
1,770
|
|
|
3,925
|
|
|
3,540
|
|
||||
Change in net investment hedges
|
(4,153
|
)
|
|
37,326
|
|
|
(16,177
|
)
|
|
25,261
|
|
||||
Change in cash flow hedges
|
917
|
|
|
7,873
|
|
|
3,118
|
|
|
7,554
|
|
||||
Amortization of prior service cost
|
1,807
|
|
|
1,752
|
|
|
3,291
|
|
|
3,504
|
|
||||
Amortization of actuarial loss, net
|
6,571
|
|
|
5,818
|
|
|
11,968
|
|
|
15,346
|
|
||||
Total other comprehensive income (loss)
|
26,551
|
|
|
(147,656
|
)
|
|
146,709
|
|
|
(224,478
|
)
|
||||
Comprehensive income
|
$
|
310,664
|
|
|
$
|
127,511
|
|
|
$
|
798,462
|
|
|
$
|
374,576
|
|
|
26-Week Period Ended
|
||||||
|
Dec. 30, 2017
|
|
Dec. 31, 2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net earnings
|
$
|
651,753
|
|
|
$
|
599,054
|
|
Adjustments to reconcile net earnings to cash provided by operating activities:
|
|
|
|
|
|
||
Share-based compensation expense
|
51,612
|
|
|
42,758
|
|
||
Depreciation and amortization
|
370,316
|
|
|
448,959
|
|
||
Amortization of debt issuance and other debt-related costs
|
14,395
|
|
|
13,143
|
|
||
Deferred income taxes
|
37,005
|
|
|
(18,313
|
)
|
||
Provision for losses on receivables
|
20,151
|
|
|
7,936
|
|
||
Other non-cash items
|
12,986
|
|
|
663
|
|
||
Additional changes in certain assets and liabilities, net of effect of businesses acquired:
|
|
|
|
|
|
||
Decrease in receivables
|
99,713
|
|
|
24,509
|
|
||
(Increase) in inventories
|
(133,374
|
)
|
|
(175,184
|
)
|
||
(Increase) decrease in prepaid expenses and other current assets
|
(33,484
|
)
|
|
1,491
|
|
||
(Decrease) in accounts payable
|
(286,899
|
)
|
|
(51,381
|
)
|
||
(Decrease) in accrued expenses
|
(21,802
|
)
|
|
(132,348
|
)
|
||
Increase (decrease) in accrued income taxes
|
120,397
|
|
|
(116,560
|
)
|
||
(Increase) in other assets
|
(29,508
|
)
|
|
(32,751
|
)
|
||
Increase in other long-term liabilities
|
59,943
|
|
|
27,425
|
|
||
Net cash provided by operating activities
|
933,204
|
|
|
639,401
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Additions to plant and equipment
|
(258,577
|
)
|
|
(285,692
|
)
|
||
Proceeds from sales of plant and equipment
|
3,878
|
|
|
11,639
|
|
||
Acquisition of businesses, net of cash acquired
|
(147,644
|
)
|
|
(2,910,461
|
)
|
||
Net cash used for investing activities
|
(402,343
|
)
|
|
(3,184,514
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Bank and commercial paper borrowings (repayments), net
|
630,265
|
|
|
999,579
|
|
||
Other debt borrowings
|
5,465
|
|
|
30,939
|
|
||
Other debt repayments
|
(10,368
|
)
|
|
(118,631
|
)
|
||
Debt issuance costs
|
(651
|
)
|
|
(5,094
|
)
|
||
Proceeds from stock option exercises
|
172,298
|
|
|
113,921
|
|
||
Cash paid for shares withheld to cover taxes
|
(9,485
|
)
|
|
(13,298
|
)
|
||
Treasury stock purchases
|
(750,532
|
)
|
|
(1,180,313
|
)
|
||
Dividends paid
|
(346,920
|
)
|
|
(343,385
|
)
|
||
Net cash (used for) financing activities
|
(309,928
|
)
|
|
(516,282
|
)
|
||
Effect of exchange rates on cash and cash equivalents
|
23,510
|
|
|
(10,613
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
244,443
|
|
|
(3,072,008
|
)
|
||
Cash and cash equivalents at beginning of period
|
869,502
|
|
|
3,919,300
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,113,945
|
|
|
$
|
847,292
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||
Cash paid during the period for:
|
|
|
|
|
|
||
Interest
|
$
|
136,279
|
|
|
$
|
128,887
|
|
Income taxes
|
75,841
|
|
|
459,681
|
|
|
Dec. 30, 2017
|
|
Dec. 31, 2016
|
||||
|
(In thousands)
|
||||||
Cash and cash equivalents
|
$
|
961,067
|
|
|
$
|
847,292
|
|
Restricted cash
(1)
|
152,878
|
|
|
—
|
|
||
Total cash, cash equivalents and restricted cash shown in the Consolidated Statement of Cash Flows
|
$
|
1,113,945
|
|
|
$
|
847,292
|
|
•
|
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.
|
•
|
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.
|
•
|
Foreign currency forwards are valued based on exchange rates quoted by domestic and foreign banks for similar instruments.
|
•
|
Fuel swap contracts are valued based on observable market transactions of forward commodity prices.
|
|
Assets Measured at Fair Value as of Dec. 30, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
241,071
|
|
|
$
|
43,191
|
|
|
$
|
—
|
|
|
$
|
284,262
|
|
Other assets
|
145,734
|
|
|
7,143
|
|
|
|
|
|
152,877
|
|
||||
Total assets at fair value
|
$
|
386,805
|
|
|
$
|
50,334
|
|
|
$
|
—
|
|
|
$
|
437,139
|
|
|
Assets 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
|
|
Total assets at fair value
|
$
|
238,954
|
|
|
$
|
49,430
|
|
|
$
|
—
|
|
|
$
|
288,384
|
|
|
Assets Measured at Fair Value as of Dec. 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents
|
$
|
11,500
|
|
|
$
|
43,270
|
|
|
$
|
—
|
|
|
$
|
54,770
|
|
Total assets at fair value
|
$
|
11,500
|
|
|
$
|
43,270
|
|
|
$
|
—
|
|
|
$
|
54,770
|
|
Maturity Date of the Hedging Instrument
|
|
Currency / Unit of Measure
|
|
Notional Value
|
|
|
|
|
|
(In millions)
|
|
Hedging of interest rate risk
|
|
|
|
|
|
February 2018
|
|
U.S. Dollar
|
|
500
|
|
April 2019
|
|
U.S. Dollar
|
|
500
|
|
October 2020
|
|
U.S. Dollar
|
|
750
|
|
July 2021
|
|
U.S. Dollar
|
|
500
|
|
|
|
|
|
|
|
Hedging of foreign currency risk
(1)
|
|
|
|
|
|
July 2021
|
|
British Pound Sterling
|
|
234
|
|
August 2021
|
|
British Pound Sterling
|
|
466
|
|
June 2023
|
|
Euro
|
|
500
|
|
|
|
|
|
|
|
Hedging of fuel risk
|
|
|
|
|
|
Various (January 2018 to November 2018)
|
|
Gallons
|
|
44
|
|
|
|
13-Week Period Ended Dec. 30, 2017
|
||||||||||
|
|
Cost of Goods Sold
|
|
Operating Expense
|
|
Interest Expense
|
||||||
|
|
(In thousands)
|
||||||||||
Total amounts of income and expense line items presented in the consolidated results of operations in which the effects of fair value or cash flow hedges are recorded
|
|
$
|
11,712,104
|
|
|
$
|
2,167,104
|
|
|
$
|
85,986
|
|
Gain or (loss) on fair value hedging relationships:
|
|
|
|
|
|
|
||||||
Interest rate swaps:
|
|
|
|
|
|
|
||||||
Hedged items
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,515
|
)
|
Derivatives designated as hedging instruments
|
|
—
|
|
|
—
|
|
|
(9,942
|
)
|
|||
Gain or (loss) on cash flow hedging relationships:
|
|
|
|
|
|
|
||||||
Fuel swaps:
|
|
|
|
|
|
|
||||||
Gain or (loss) reclassified from AOCI into income
|
|
$
|
—
|
|
|
$
|
1,814
|
|
|
$
|
—
|
|
Foreign currency contracts:
|
|
|
|
|
|
|
||||||
Gain or (loss) reclassified from AOCI into income
|
|
$
|
525
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps:
|
|
|
|
|
|
|
||||||
Gain or (loss) reclassified from AOCI into income
(2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,873
|
)
|
|
|
26-Week Period Ended Dec. 30, 2017
|
||||||||||
|
|
Cost of Goods Sold
|
|
Operating Expense
|
|
Interest Expense
|
||||||
|
|
(In thousands)
|
||||||||||
Total amounts of income and expense line items presented in the consolidated results of operations in which the effects of fair value or cash flow hedges are recorded
|
|
$
|
23,568,860
|
|
|
$
|
4,337,680
|
|
|
$
|
166,870
|
|
Gain or (loss) on fair value hedging relationships:
|
|
|
|
|
|
|
||||||
Interest contracts:
|
|
|
|
|
|
|
||||||
Hedged items
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(22,745
|
)
|
Derivatives designated as hedging instruments
|
|
—
|
|
|
—
|
|
|
(10,989
|
)
|
|||
Gain or (loss) on cash flow hedging relationships:
|
|
|
|
|
|
|
||||||
Fuel swaps:
|
|
|
|
|
|
|
||||||
Gain or (loss) reclassified from AOCI into income
|
|
$
|
—
|
|
|
$
|
1,658
|
|
|
$
|
—
|
|
Foreign currency contracts:
|
|
|
|
|
|
|
||||||
Gain or (loss) reclassified from AOCI into income
|
|
$
|
834
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest contracts:
|
|
|
|
|
|
|
||||||
Gain or (loss) reclassified from AOCI into income
(2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5,746
|
)
|
|
13-Week Period Ended Dec. 30, 2017
|
||||
|
Location of Gain or (Loss) Recognized in Income on Derivative
|
|
Amount of Gain or (Loss) Recognized in Income on Derivatives
|
||
Derivatives not designated as hedging instruments:
|
(In thousands)
|
||||
Foreign currency contracts
|
Other expense (income)
|
|
$
|
(2,516
|
)
|
|
26-Week Period Ended Dec. 30, 2017
|
||||
|
Location of Gain or (Loss) Recognized in Income on Derivative
|
|
Amount of Gain or (Loss) Recognized in Income on Derivatives
|
||
Derivatives not designated as hedging instruments:
|
(In thousands)
|
||||
Foreign currency contracts
|
Other expense (income)
|
|
$
|
(2,280
|
)
|
|
13-Week Period Ended Dec. 30, 2017
|
||||||||
|
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives
|
|
Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
|
|
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
|
||||
|
(In thousands)
|
|
|
|
(In thousands)
|
||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
||||
Fuel swaps
|
$
|
8,505
|
|
|
Operating income
|
|
$
|
1,814
|
|
Foreign currency contracts
|
6,331
|
|
|
Cost of goods sold
|
|
525
|
|
||
Total
|
$
|
14,836
|
|
|
|
|
$
|
2,339
|
|
|
|
|
|
|
|
||||
Derivatives in net investment hedging relationships:
|
|
|
|
|
|
||||
Foreign currency contracts
|
$
|
(12,063
|
)
|
|
Other expense (income)
|
|
$
|
—
|
|
Foreign denominated debt
|
(9,450
|
)
|
|
Other expense (income)
|
|
—
|
|
||
Total
|
$
|
(21,513
|
)
|
|
|
|
$
|
—
|
|
|
26-Week Period Ended Dec. 30, 2017
|
||||||||
|
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives
|
|
Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
|
|
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
|
||||
|
(In thousands)
|
|
|
|
(In thousands)
|
||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
||||
Fuel swaps
|
$
|
19,706
|
|
|
Operating income
|
|
$
|
1,658
|
|
Foreign currency contracts
|
(15,462
|
)
|
|
Cost of goods sold
|
|
834
|
|
||
Total
|
$
|
4,244
|
|
|
|
|
$
|
2,492
|
|
|
|
|
|
|
|
||||
Derivatives in net investment hedging relationships:
|
|
|
|
|
|
||||
Foreign currency contracts
|
$
|
(27,957
|
)
|
|
Other expense (income)
|
|
$
|
—
|
|
Foreign denominated debt
|
(28,600
|
)
|
|
Other expense (income)
|
|
—
|
|
||
Total
|
$
|
(56,557
|
)
|
|
|
|
$
|
—
|
|
|
Dec. 30, 2017
|
|
Dec. 30, 2017
|
||||
|
Carrying Amount of Hedged Assets (Liabilities)
|
|
Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of Hedged Assets (Liabilities)
|
||||
|
(In thousands)
|
||||||
Balance sheet location:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
(499,960
|
)
|
|
$
|
—
|
|
Long-term debt
|
(1,747,194
|
)
|
|
18,282
|
|
|
13-Week Period Ended Dec. 30, 2017
|
||||
|
Location of (Gain) or Loss
Recognized (1) |
|
Amount of (Gain) or Loss
Recognized |
||
|
|
|
(In thousands)
|
||
Fair Value Hedge Relationships:
|
|
|
|
||
Interest rate swap agreements
(1)
|
Interest expense
|
|
$
|
379
|
|
|
26-Week Period Ended Dec. 30, 2017
|
||||
|
Location of (Gain) or Loss
Recognized (1) |
|
Amount of (Gain) or Loss
Recognized |
||
|
|
|
(In thousands)
|
||
Fair Value Hedge Relationships:
|
|
|
|
||
Interest rate swap agreements
(1)
|
Interest expense
|
|
$
|
(422
|
)
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||||||
|
Dec. 30, 2017
|
|
Dec. 31, 2016
|
|
Dec. 30, 2017
|
|
Dec. 31, 2016
|
||||||||
|
(In thousands, except for share
and per share data)
|
|
(In thousands, except for share
and per share data) |
||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
$
|
284,113
|
|
|
$
|
275,167
|
|
|
$
|
651,753
|
|
|
$
|
599,054
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average basic shares outstanding
|
521,284,182
|
|
|
545,132,762
|
|
|
524,286,931
|
|
|
550,285,268
|
|
||||
Dilutive effect of share-based awards
|
5,965,405
|
|
|
5,239,305
|
|
|
5,869,579
|
|
|
5,377,805
|
|
||||
Weighted-average diluted shares outstanding
|
527,249,587
|
|
|
550,372,067
|
|
|
530,156,510
|
|
|
555,663,073
|
|
||||
Basic earnings per share
|
$
|
0.55
|
|
|
$
|
0.50
|
|
|
$
|
1.24
|
|
|
$
|
1.09
|
|
Diluted earnings per share
|
$
|
0.54
|
|
|
$
|
0.50
|
|
|
$
|
1.23
|
|
|
$
|
1.08
|
|
|
|
|
13-Week Period Ended Dec. 30, 2017
|
||||||||||
|
Location of
Expense (Income) Recognized in
Net Earnings
|
|
Before Tax
Amount
|
|
Tax
|
|
Net of Tax
Amount
|
||||||
|
|
|
(In thousands)
|
||||||||||
Pension and other postretirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
|
|
|
|||
Amortization of prior service cost
|
Operating expenses
|
|
$
|
2,409
|
|
|
$
|
602
|
|
|
$
|
1,807
|
|
Amortization of actuarial loss (gain), net
|
Operating expenses
|
|
8,761
|
|
|
2,190
|
|
|
6,571
|
|
|||
Total reclassification adjustments
|
|
|
11,170
|
|
|
2,792
|
|
|
8,378
|
|
|||
Foreign currency translation:
|
|
|
|
|
|
|
|
|
|
|
|||
Other comprehensive income before reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
N/A
|
|
19,254
|
|
|
—
|
|
|
19,254
|
|
|||
Hedging instruments:
|
|
|
|
|
|
|
|
||||||
Other comprehensive income before reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Change in cash flow hedges
|
N/A
|
|
2,944
|
|
|
2,027
|
|
|
917
|
|
|||
Change in net investment hedges
|
N/A
|
|
(6,543
|
)
|
|
(2,390
|
)
|
|
(4,153
|
)
|
|||
Total other comprehensive income before reclassification adjustments
|
|
|
(3,599
|
)
|
|
(363
|
)
|
|
(3,236
|
)
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Amortization of cash flow hedges
|
Interest expense
|
|
2,873
|
|
|
718
|
|
|
2,155
|
|
|||
Total other comprehensive income
|
|
|
$
|
29,698
|
|
|
$
|
3,147
|
|
|
$
|
26,551
|
|
|
|
|
13-Week Period Ended Dec. 31, 2016
|
||||||||||
|
Location of
Expense (Income) Recognized in
Net Earnings
|
|
Before Tax
Amount
|
|
Tax
|
|
Net of Tax
Amount
|
||||||
|
|
|
(In thousands)
|
||||||||||
Pension and other postretirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
|
|
|
|||
Amortization of prior service cost
|
Operating expenses
|
|
$
|
2,844
|
|
|
$
|
1,092
|
|
|
$
|
1,752
|
|
Amortization of actuarial loss (gain), net
|
Operating expenses
|
|
9,749
|
|
|
3,931
|
|
|
5,818
|
|
|||
Total reclassification adjustments
|
|
|
12,593
|
|
|
5,023
|
|
|
7,570
|
|
|||
Foreign currency translation:
|
|
|
|
|
|
|
|
||||||
Other comprehensive income before
reclassification adjustments: |
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
N/A
|
|
(202,195
|
)
|
|
—
|
|
|
(202,195
|
)
|
|||
Hedging instruments:
|
|
|
|
|
|
|
|
||||||
Other comprehensive income before reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Change in cash flow hedges
|
Interest expense
|
|
12,058
|
|
|
4,185
|
|
|
7,873
|
|
|||
Change in net investment hedges
|
N/A
|
|
55,445
|
|
|
18,119
|
|
|
37,326
|
|
|||
Total other comprehensive income before reclassification adjustments
|
|
|
67,503
|
|
|
22,304
|
|
|
45,199
|
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Amortization of cash flow hedges
|
Interest expense
|
|
2,873
|
|
|
1,103
|
|
|
1,770
|
|
|||
Total other comprehensive income
|
|
|
$
|
(119,226
|
)
|
|
$
|
28,430
|
|
|
$
|
(147,656
|
)
|
|
|
|
26-Week Period Ended Dec. 30, 2017
|
||||||||||
|
Location of
Expense (Income) Recognized in
Net Earnings
|
|
Before Tax
Amount
|
|
Tax
|
|
Net of Tax
Amount
|
||||||
|
|
|
(In thousands)
|
||||||||||
Pension and other postretirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
|
|
|
|||
Amortization of prior service cost
|
Operating expenses
|
|
$
|
4,818
|
|
|
$
|
1,527
|
|
|
$
|
3,291
|
|
Amortization of actuarial loss (gain), net
|
Operating expenses
|
|
17,522
|
|
|
5,554
|
|
|
11,968
|
|
|||
Total reclassification adjustments
|
|
|
22,340
|
|
|
7,081
|
|
|
15,259
|
|
|||
Foreign currency translation:
|
|
|
|
|
|
|
|
|
|
|
|||
Other comprehensive income before reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
N/A
|
|
140,584
|
|
|
—
|
|
|
140,584
|
|
|||
Hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|||
Other comprehensive income before
reclassification adjustments: |
|
|
|
|
|
|
|
||||||
Change in cash flow hedges
|
N/A
|
|
6,350
|
|
|
3,232
|
|
|
3,118
|
|
|||
Change in net investment hedge
|
N/A
|
|
(29,919
|
)
|
|
(13,741
|
)
|
|
(16,177
|
)
|
|||
Change in fuel hedge
|
N/A
|
|
—
|
|
|
|
|
—
|
|
||||
Total other comprehensive income before reclassification adjustments
|
|
|
(23,569
|
)
|
|
(10,509
|
)
|
|
(13,059
|
)
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
|
|
|
|||
Amortization of cash flow hedges
|
Interest expense
|
|
5,746
|
|
|
1,821
|
|
|
3,925
|
|
|||
Total other comprehensive income
|
|
|
$
|
145,101
|
|
|
$
|
(1,607
|
)
|
|
$
|
146,709
|
|
|
|
|
26-Week Period Ended Dec. 31, 2016
|
||||||||||
|
Location of
Expense (Income) Recognized in
Net Earnings
|
|
Before Tax
Amount
|
|
Tax
|
|
Net of Tax
Amount
|
||||||
|
|
|
(In thousands)
|
||||||||||
Pension and other postretirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
|
|
|
|||
Amortization of prior service cost
|
Operating expenses
|
|
$
|
5,688
|
|
|
$
|
2,184
|
|
|
$
|
3,504
|
|
Amortization of actuarial loss (gain), net
|
Operating expenses
|
|
23,208
|
|
|
7,862
|
|
|
15,346
|
|
|||
Total reclassification adjustments
|
|
|
28,896
|
|
|
10,046
|
|
|
18,850
|
|
|||
Foreign currency translation:
|
|
|
|
|
|
|
|
|
|
|
|||
Other comprehensive income before reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
N/A
|
|
(279,683
|
)
|
|
—
|
|
|
(279,683
|
)
|
|||
Hedging instruments:
|
|
|
|
|
|
|
|
||||||
Other comprehensive income before
reclassification adjustments: |
|
|
|
|
|
|
|
||||||
Change in cash flow hedges
|
Interest expense
|
|
11,739
|
|
|
4,185
|
|
|
7,554
|
|
|||
Change in net investment hedge
|
N/A
|
|
43,380
|
|
|
18,119
|
|
|
25,261
|
|
|||
Total other comprehensive income before reclassification adjustments
|
|
|
55,119
|
|
|
22,304
|
|
|
32,815
|
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Amortization of cash flow hedges
|
Interest expense
|
|
5,746
|
|
|
2,206
|
|
|
3,540
|
|
|||
Total other comprehensive income
|
|
|
$
|
(189,922
|
)
|
|
$
|
34,556
|
|
|
$
|
(224,478
|
)
|
|
26-Week Period Ended Dec. 30, 2017
|
||||||||||||||
|
Pension and Other Postretirement Benefit Plans,
net of tax |
|
Foreign Currency Translation
|
|
Hedging,
net of tax |
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance as of Jul. 1, 2017
|
$
|
(974,232
|
)
|
|
$
|
(148,056
|
)
|
|
$
|
(140,449
|
)
|
|
$
|
(1,262,737
|
)
|
Equity adjustment from foreign currency translation
|
—
|
|
|
140,584
|
|
|
|
|
|
140,584
|
|
||||
Amortization of cash flow hedges
|
—
|
|
|
—
|
|
|
3,925
|
|
|
3,925
|
|
||||
Change in net investment hedges
|
—
|
|
|
—
|
|
|
(16,177
|
)
|
|
(16,177
|
)
|
||||
Change in cash flow hedge
|
—
|
|
|
—
|
|
|
3,118
|
|
|
3,118
|
|
||||
Amortization of unrecognized prior service cost
|
3,291
|
|
|
—
|
|
|
—
|
|
|
3,291
|
|
||||
Amortization of unrecognized net actuarial losses
|
11,968
|
|
|
—
|
|
|
—
|
|
|
11,968
|
|
||||
Balance as of Dec. 30, 2017
|
$
|
(958,973
|
)
|
|
$
|
(7,472
|
)
|
|
$
|
(149,583
|
)
|
|
$
|
(1,116,028
|
)
|
|
26-Week Period Ended Dec. 31, 2016
|
||||||||||||||
|
Pension and Other Postretirement Benefit Plans,
net of tax |
|
Foreign Currency Translation
|
|
Hedging,
net of tax |
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance as of Jul. 2, 2016
|
$
|
(1,104,484
|
)
|
|
$
|
(136,813
|
)
|
|
$
|
(116,821
|
)
|
|
$
|
(1,358,118
|
)
|
Equity adjustment from foreign currency translation
|
—
|
|
|
(279,683
|
)
|
|
|
|
|
(279,683
|
)
|
||||
Amortization of cash flow hedges
|
—
|
|
|
—
|
|
|
3,540
|
|
|
3,540
|
|
||||
Change in cash flow hedges
|
—
|
|
|
—
|
|
|
7,554
|
|
|
7,554
|
|
||||
Change in net investment hedges
|
—
|
|
|
—
|
|
|
25,261
|
|
|
25,261
|
|
||||
Amortization of unrecognized prior service cost
|
3,504
|
|
|
—
|
|
|
—
|
|
|
3,504
|
|
||||
Amortization of unrecognized net actuarial losses
|
15,346
|
|
|
—
|
|
|
—
|
|
|
15,346
|
|
||||
Balance as of Dec. 31, 2016
|
$
|
(1,085,634
|
)
|
|
$
|
(416,496
|
)
|
|
$
|
(80,466
|
)
|
|
$
|
(1,582,596
|
)
|
•
|
U.S. Foodservice Operations - primarily includes U.S. Broadline operations, custom-cut meat and seafood companies, FreshPoint (our specialty produce companies) and European Imports (a specialty import company);
|
•
|
International Foodservice Operations - primarily includes broadline operations in Canada, Europe, Bahamas, Mexico, Costa Rica and Panama, as well as a company that distributes to international customers;
|
•
|
SYGMA - our customized distribution subsidiary; and
|
•
|
Other - primarily our hotel supply operations and Sysco Labs, which includes our suite of technology solutions that help support the business needs of our customers and provide support for some of our business technology needs.
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||||||
|
Dec. 30, 2017
|
|
Dec. 31, 2016
|
|
Dec. 30, 2017
|
|
Dec. 31, 2016
|
||||||||
Sales:
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
U.S. Foodservice Operations
|
$
|
9,681,225
|
|
|
$
|
9,085,565
|
|
|
$
|
19,530,167
|
|
|
$
|
18,566,681
|
|
International Foodservice Operations
|
2,869,043
|
|
|
2,625,949
|
|
|
5,772,298
|
|
|
5,354,310
|
|
||||
SYGMA
|
1,633,145
|
|
|
1,520,182
|
|
|
3,273,816
|
|
|
3,024,874
|
|
||||
Other
|
228,077
|
|
|
225,572
|
|
|
485,633
|
|
|
480,057
|
|
||||
Total
|
$
|
14,411,490
|
|
|
$
|
13,457,268
|
|
|
$
|
29,061,914
|
|
|
$
|
27,425,922
|
|
|
|
|
|
|
|
|
|
||||||||
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||||||
|
Dec. 30, 2017
|
|
Dec. 31, 2016
|
|
Dec. 30, 2017
|
|
Dec. 31, 2016
|
||||||||
Operating income:
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
U.S. Foodservice Operations
|
$
|
706,375
|
|
|
$
|
681,321
|
|
|
$
|
1,487,244
|
|
|
$
|
1,426,552
|
|
International Foodservice Operations
|
52,438
|
|
|
84,814
|
|
|
129,084
|
|
|
164,249
|
|
||||
SYGMA
|
3,353
|
|
|
3,155
|
|
|
8,198
|
|
|
8,062
|
|
||||
Other
|
3,222
|
|
|
3,793
|
|
|
7,238
|
|
|
11,794
|
|
||||
Total segments
|
765,388
|
|
|
773,083
|
|
|
1,631,764
|
|
|
1,610,657
|
|
||||
Corporate
|
(233,106
|
)
|
|
(280,666
|
)
|
|
(476,390
|
)
|
|
(551,407
|
)
|
||||
Total operating income
|
532,282
|
|
|
492,417
|
|
|
1,155,374
|
|
|
1,059,250
|
|
||||
Interest expense
|
85,986
|
|
|
72,231
|
|
|
166,870
|
|
|
145,854
|
|
||||
Other expense (income), net
|
(5,432
|
)
|
|
(2,320
|
)
|
|
(9,680
|
)
|
|
(9,536
|
)
|
||||
Earnings before income taxes
|
$
|
451,728
|
|
|
$
|
422,506
|
|
|
$
|
998,184
|
|
|
$
|
922,932
|
|
|
Dec. 30, 2017
|
|
Jul. 1, 2017
|
|
Dec. 31, 2016
|
||||||
Assets:
|
(In thousands)
|
||||||||||
U.S. Foodservice Operations
|
$
|
6,811,901
|
|
|
$
|
6,675,543
|
|
|
$
|
6,791,846
|
|
International Foodservice Operations
|
6,662,574
|
|
|
6,433,815
|
|
|
6,143,372
|
|
|||
SYGMA
|
641,786
|
|
|
625,653
|
|
|
603,167
|
|
|||
Other
|
756,165
|
|
|
448,885
|
|
|
438,196
|
|
|||
Total segments
|
14,872,426
|
|
|
14,183,896
|
|
|
13,976,581
|
|
|||
Corporate
|
3,346,944
|
|
|
3,572,759
|
|
|
3,653,485
|
|
|||
Total
|
$
|
18,219,370
|
|
|
$
|
17,756,655
|
|
|
$
|
17,630,066
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
Dec. 30, 2017
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Current assets
|
$
|
189,553
|
|
|
$
|
3,803,349
|
|
|
$
|
4,279,266
|
|
|
$
|
—
|
|
|
$
|
8,272,168
|
|
Intercompany receivables
|
2,945,188
|
|
|
1,276,341
|
|
|
—
|
|
|
(4,221,529
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
7,623,839
|
|
|
—
|
|
|
—
|
|
|
(7,623,839
|
)
|
|
—
|
|
|||||
Plant and equipment, net
|
262,790
|
|
|
2,018,365
|
|
|
2,085,137
|
|
|
—
|
|
|
4,366,292
|
|
|||||
Other assets
|
965,800
|
|
|
55,820
|
|
|
4,559,290
|
|
|
—
|
|
|
5,580,910
|
|
|||||
Total assets
|
$
|
11,987,170
|
|
|
$
|
7,153,875
|
|
|
$
|
10,923,693
|
|
|
$
|
(11,845,368
|
)
|
|
$
|
18,219,370
|
|
Current liabilities
|
$
|
540,008
|
|
|
$
|
3,781,141
|
|
|
$
|
1,661,821
|
|
|
$
|
—
|
|
|
$
|
5,982,970
|
|
Intercompany payables
|
—
|
|
|
—
|
|
|
4,221,529
|
|
|
(4,221,529
|
)
|
|
—
|
|
|||||
Long-term debt
|
8,239,844
|
|
|
6,995
|
|
|
65,650
|
|
|
—
|
|
|
8,312,489
|
|
|||||
Other liabilities
|
938,716
|
|
|
87,230
|
|
|
595,839
|
|
|
—
|
|
|
1,621,785
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
33,524
|
|
|
—
|
|
|
33,524
|
|
|||||
Shareholders’ equity
|
2,268,602
|
|
|
3,278,509
|
|
|
4,345,330
|
|
|
(7,623,839
|
)
|
|
2,268,602
|
|
|||||
Total liabilities and shareholders’ equity
|
$
|
11,987,170
|
|
|
$
|
7,153,875
|
|
|
$
|
10,923,693
|
|
|
$
|
(11,845,368
|
)
|
|
$
|
18,219,370
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
July 1, 2017
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Current assets
|
$
|
177,495
|
|
|
$
|
3,786,055
|
|
|
$
|
4,069,888
|
|
|
$
|
—
|
|
|
$
|
8,033,438
|
|
Intercompany receivables
|
4,444,035
|
|
|
—
|
|
|
—
|
|
|
(4,444,035
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
6,451,994
|
|
|
—
|
|
|
—
|
|
|
(6,451,994
|
)
|
|
—
|
|
|||||
Plant and equipment, net
|
258,527
|
|
|
2,039,761
|
|
|
2,079,014
|
|
|
—
|
|
|
4,377,302
|
|
|||||
Other assets
|
151,743
|
|
|
516,126
|
|
|
4,678,046
|
|
|
—
|
|
|
5,345,915
|
|
|||||
Total assets
|
$
|
11,483,794
|
|
|
$
|
6,341,942
|
|
|
$
|
10,826,948
|
|
|
$
|
(10,896,029
|
)
|
|
$
|
17,756,655
|
|
Current liabilities
|
$
|
650,899
|
|
|
$
|
3,521,661
|
|
|
$
|
1,923,326
|
|
|
$
|
—
|
|
|
$
|
6,095,886
|
|
Intercompany payables
|
—
|
|
|
366,802
|
|
|
4,077,233
|
|
|
(4,444,035
|
)
|
|
—
|
|
|||||
Long-term debt
|
7,588,041
|
|
|
7,776
|
|
|
65,060
|
|
|
—
|
|
|
7,660,877
|
|
|||||
Other liabilities
|
863,338
|
|
|
103,784
|
|
|
568,415
|
|
|
—
|
|
|
1,535,537
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
82,839
|
|
|
—
|
|
|
82,839
|
|
|||||
Shareholders’ equity
|
2,381,516
|
|
|
2,341,919
|
|
|
4,110,075
|
|
|
(6,451,994
|
)
|
|
2,381,516
|
|
|||||
Total liabilities and shareholders’ equity
|
$
|
11,483,794
|
|
|
$
|
6,341,942
|
|
|
$
|
10,826,948
|
|
|
$
|
(10,896,029
|
)
|
|
$
|
17,756,655
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
Dec. 31, 2016
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Current assets
|
$
|
137,816
|
|
|
$
|
4,050,928
|
|
|
$
|
3,822,462
|
|
|
$
|
—
|
|
|
$
|
8,011,206
|
|
Intercompany receivables
|
2,851,475
|
|
|
—
|
|
|
—
|
|
|
(2,851,475
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
8,168,683
|
|
|
—
|
|
|
—
|
|
|
(8,168,683
|
)
|
|
—
|
|
|||||
Plant and equipment, net
|
364,716
|
|
|
2,023,350
|
|
|
1,943,063
|
|
|
—
|
|
|
4,331,129
|
|
|||||
Other assets
|
408,475
|
|
|
604,424
|
|
|
4,274,832
|
|
|
—
|
|
|
5,287,731
|
|
|||||
Total assets
|
$
|
11,931,165
|
|
|
$
|
6,678,702
|
|
|
$
|
10,040,357
|
|
|
$
|
(11,020,158
|
)
|
|
$
|
17,630,066
|
|
Current liabilities
|
$
|
286,277
|
|
|
$
|
2,307,139
|
|
|
$
|
2,458,870
|
|
|
$
|
—
|
|
|
$
|
5,052,286
|
|
Intercompany payables
|
—
|
|
|
35,463
|
|
|
2,816,012
|
|
|
(2,851,475
|
)
|
|
—
|
|
|||||
Long-term debt
|
8,056,499
|
|
|
6,904
|
|
|
250,248
|
|
|
—
|
|
|
8,313,651
|
|
|||||
Other liabilities
|
1,112,350
|
|
|
163,640
|
|
|
433,195
|
|
|
—
|
|
|
1,709,185
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
78,905
|
|
|
—
|
|
|
78,905
|
|
|||||
Shareholders’ equity
|
2,476,039
|
|
|
4,165,556
|
|
|
4,003,127
|
|
|
(8,168,683
|
)
|
|
2,476,039
|
|
|||||
Total liabilities and shareholders’ equity
|
$
|
11,931,165
|
|
|
$
|
6,678,702
|
|
|
$
|
10,040,357
|
|
|
$
|
(11,020,158
|
)
|
|
$
|
17,630,066
|
|
|
Condensed Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
For the 13-Week Period Ended Dec. 30, 2017
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
8,754,170
|
|
|
$
|
6,169,238
|
|
|
$
|
(511,918
|
)
|
|
$
|
14,411,490
|
|
Cost of sales
|
—
|
|
|
7,102,287
|
|
|
5,121,735
|
|
|
(511,918
|
)
|
|
11,712,104
|
|
|||||
Gross profit
|
—
|
|
|
1,651,883
|
|
|
1,047,503
|
|
|
—
|
|
|
2,699,386
|
|
|||||
Operating expenses
|
198,800
|
|
|
994,646
|
|
|
973,658
|
|
|
—
|
|
|
2,167,104
|
|
|||||
Operating income (loss)
|
(198,800
|
)
|
|
657,237
|
|
|
73,845
|
|
|
—
|
|
|
532,282
|
|
|||||
Interest expense (income)
(1)
|
108,768
|
|
|
(27,955
|
)
|
|
5,173
|
|
|
—
|
|
|
85,986
|
|
|||||
Other expense (income), net
|
(5,030
|
)
|
|
(1,137
|
)
|
|
735
|
|
|
—
|
|
|
(5,432
|
)
|
|||||
Earnings (losses) before income taxes
|
(302,538
|
)
|
|
686,329
|
|
|
67,937
|
|
|
—
|
|
|
451,728
|
|
|||||
Income tax (benefit) provision
|
(120,313
|
)
|
|
262,820
|
|
|
25,108
|
|
|
—
|
|
|
167,615
|
|
|||||
Equity in earnings of subsidiaries
|
466,338
|
|
|
—
|
|
|
—
|
|
|
(466,338
|
)
|
|
—
|
|
|||||
Net earnings
|
284,113
|
|
|
423,509
|
|
|
42,829
|
|
|
(466,338
|
)
|
|
284,113
|
|
|||||
Other comprehensive income (loss)
|
26,551
|
|
|
—
|
|
|
19,254
|
|
|
(19,254
|
)
|
|
26,551
|
|
|||||
Comprehensive income
|
$
|
310,664
|
|
|
$
|
423,509
|
|
|
$
|
62,083
|
|
|
$
|
(485,592
|
)
|
|
$
|
310,664
|
|
(1)
|
Interest expense (income) includes
$28.0 million
of intercompany interest income, net, for certain of the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation for the
second
quarter ended
December 30, 2017
. There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries.
|
|
Condensed Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
For the 13-Week Period Ended Dec. 31, 2016
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
8,268,127
|
|
|
$
|
7,167,072
|
|
|
$
|
(1,977,931
|
)
|
|
$
|
13,457,268
|
|
Cost of sales
|
—
|
|
|
6,676,641
|
|
|
6,186,695
|
|
|
(1,977,931
|
)
|
|
10,885,405
|
|
|||||
Gross profit
|
—
|
|
|
1,591,486
|
|
|
980,377
|
|
|
—
|
|
|
2,571,863
|
|
|||||
Operating expenses
|
239,292
|
|
|
956,196
|
|
|
883,958
|
|
|
—
|
|
|
2,079,446
|
|
|||||
Operating income (loss)
|
(239,292
|
)
|
|
635,290
|
|
|
96,419
|
|
|
—
|
|
|
492,417
|
|
|||||
Interest expense (income)
(1)
|
100,947
|
|
|
(33,610
|
)
|
|
4,894
|
|
|
—
|
|
|
72,231
|
|
|||||
Other expense (income), net
|
(5,295
|
)
|
|
(729
|
)
|
|
3,704
|
|
|
—
|
|
|
(2,320
|
)
|
|||||
Earnings (losses) before income taxes
|
(334,944
|
)
|
|
669,629
|
|
|
87,821
|
|
|
—
|
|
|
422,506
|
|
|||||
Income tax (benefit) provision
|
(116,996
|
)
|
|
233,631
|
|
|
30,704
|
|
|
—
|
|
|
147,339
|
|
|||||
Equity in earnings of subsidiaries
|
493,115
|
|
|
—
|
|
|
—
|
|
|
(493,115
|
)
|
|
—
|
|
|||||
Net earnings
|
275,167
|
|
|
435,998
|
|
|
57,117
|
|
|
(493,115
|
)
|
|
275,167
|
|
|||||
Other comprehensive income (loss)
|
(147,656
|
)
|
|
—
|
|
|
(190,130
|
)
|
|
190,130
|
|
|
(147,656
|
)
|
|||||
Comprehensive income
|
$
|
127,511
|
|
|
$
|
435,998
|
|
|
$
|
(133,013
|
)
|
|
$
|
(302,985
|
)
|
|
$
|
127,511
|
|
(1)
|
Interest expense (income) includes
$33.6 million
of intercompany interest income, net, for certain of the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation for the
second
quarter ended
December 31, 2016
. There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries.
|
|
Condensed Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
For the 26-Week Period Ended Dec. 30, 2017
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
17,775,826
|
|
|
$
|
12,289,551
|
|
|
$
|
(1,003,463
|
)
|
|
$
|
29,061,914
|
|
Cost of sales
|
—
|
|
|
14,377,711
|
|
|
10,194,612
|
|
|
(1,003,463
|
)
|
|
23,568,860
|
|
|||||
Gross profit
|
—
|
|
|
3,398,115
|
|
|
2,094,939
|
|
|
—
|
|
|
5,493,054
|
|
|||||
Operating expenses
|
396,664
|
|
|
2,002,006
|
|
|
1,939,010
|
|
|
—
|
|
|
4,337,680
|
|
|||||
Operating income (loss)
|
(396,664
|
)
|
|
1,396,109
|
|
|
155,929
|
|
|
—
|
|
|
1,155,374
|
|
|||||
Interest expense (income)
(1)
|
207,764
|
|
|
(51,305
|
)
|
|
10,411
|
|
|
—
|
|
|
166,870
|
|
|||||
Other expense (income), net
|
(8,645
|
)
|
|
(1,559
|
)
|
|
524
|
|
|
—
|
|
|
(9,680
|
)
|
|||||
Earnings (losses) before income taxes
|
(595,783
|
)
|
|
1,448,973
|
|
|
144,994
|
|
|
—
|
|
|
998,184
|
|
|||||
Income tax (benefit) provision
|
(216,273
|
)
|
|
512,383
|
|
|
50,321
|
|
|
—
|
|
|
346,431
|
|
|||||
Equity in earnings of subsidiaries
|
1,031,263
|
|
|
—
|
|
|
—
|
|
|
(1,031,263
|
)
|
|
—
|
|
|||||
Net earnings
|
651,753
|
|
|
936,590
|
|
|
94,673
|
|
|
(1,031,263
|
)
|
|
651,753
|
|
|||||
Other comprehensive income (loss)
|
146,709
|
|
|
—
|
|
|
140,583
|
|
|
(140,583
|
)
|
|
146,709
|
|
|||||
Comprehensive income
|
$
|
798,462
|
|
|
$
|
936,590
|
|
|
$
|
235,256
|
|
|
$
|
(1,171,846
|
)
|
|
$
|
798,462
|
|
(1)
|
Interest expense (income) includes
$51.3 million
of intercompany interest income, net, for certain of the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation. There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries.
|
|
Condensed Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
For the 52-Week Period Ended Jul. 1, 2017
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
34,325,884
|
|
|
$
|
22,862,131
|
|
|
$
|
(1,816,876
|
)
|
|
$
|
55,371,139
|
|
Cost of sales
|
—
|
|
|
27,690,469
|
|
|
18,940,039
|
|
|
(1,816,876
|
)
|
|
44,813,632
|
|
|||||
Gross profit
|
—
|
|
|
6,635,415
|
|
|
3,922,092
|
|
|
—
|
|
|
10,557,507
|
|
|||||
Operating expenses
|
931,498
|
|
|
3,907,829
|
|
|
3,665,009
|
|
|
—
|
|
|
8,504,336
|
|
|||||
Operating income (loss)
|
(931,498
|
)
|
|
2,727,586
|
|
|
257,083
|
|
|
—
|
|
|
2,053,171
|
|
|||||
Interest expense (income)
(1)
|
405,030
|
|
|
(122,012
|
)
|
|
19,860
|
|
|
—
|
|
|
302,878
|
|
|||||
Other expense (income), net
|
(23,740
|
)
|
|
(1,116
|
)
|
|
8,919
|
|
|
—
|
|
|
(15,937
|
)
|
|||||
Earnings (losses) before income taxes
|
(1,312,788
|
)
|
|
2,850,714
|
|
|
228,304
|
|
|
—
|
|
|
1,766,230
|
|
|||||
Income tax (benefit) provision
|
(463,598
|
)
|
|
1,006,703
|
|
|
80,622
|
|
|
—
|
|
|
623,727
|
|
|||||
Equity in earnings of subsidiaries
|
1,991,693
|
|
|
—
|
|
|
—
|
|
|
(1,991,693
|
)
|
|
—
|
|
|||||
Net earnings
|
1,142,503
|
|
|
1,844,011
|
|
|
147,682
|
|
|
(1,991,693
|
)
|
|
1,142,503
|
|
|||||
Other comprehensive income (loss)
|
95,381
|
|
|
—
|
|
|
(9,317
|
)
|
|
9,317
|
|
|
95,381
|
|
|||||
Comprehensive income
|
$
|
1,237,884
|
|
|
$
|
1,844,011
|
|
|
$
|
138,365
|
|
|
$
|
(1,982,376
|
)
|
|
$
|
1,237,884
|
|
(1)
|
Interest expense (income) includes
$135.9 million
of intercompany interest income, net, for certain of the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation. There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries.
|
|
Condensed Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
For the 26-Week Period Ended Dec. 31, 2016
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
16,974,279
|
|
|
$
|
12,874,491
|
|
|
$
|
(2,422,848
|
)
|
|
$
|
27,425,922
|
|
Cost of sales
|
—
|
|
|
13,689,355
|
|
|
10,895,633
|
|
|
(2,422,848
|
)
|
|
22,162,140
|
|
|||||
Gross profit
|
—
|
|
|
3,284,924
|
|
|
1,978,858
|
|
|
—
|
|
|
5,263,782
|
|
|||||
Operating expenses
|
457,195
|
|
|
1,939,269
|
|
|
1,808,068
|
|
|
—
|
|
|
4,204,532
|
|
|||||
Operating income (loss)
|
(457,195
|
)
|
|
1,345,655
|
|
|
170,790
|
|
|
—
|
|
|
1,059,250
|
|
|||||
Interest expense (income)
(1)
|
191,105
|
|
|
(54,820
|
)
|
|
9,569
|
|
|
—
|
|
|
145,854
|
|
|||||
Other expense (income), net
|
(20,186
|
)
|
|
(969
|
)
|
|
11,619
|
|
|
—
|
|
|
(9,536
|
)
|
|||||
Earnings (losses) before income taxes
|
(628,114
|
)
|
|
1,401,444
|
|
|
149,602
|
|
|
—
|
|
|
922,932
|
|
|||||
Income tax (benefit) provision
|
(220,420
|
)
|
|
491,799
|
|
|
52,499
|
|
|
—
|
|
|
323,878
|
|
|||||
Equity in earnings of subsidiaries
|
1,006,748
|
|
|
—
|
|
|
—
|
|
|
(1,006,748
|
)
|
|
—
|
|
|||||
Net earnings
|
599,054
|
|
|
909,645
|
|
|
97,103
|
|
|
(1,006,748
|
)
|
|
599,054
|
|
|||||
Other comprehensive income (loss)
|
(224,478
|
)
|
|
—
|
|
|
(279,683
|
)
|
|
279,683
|
|
|
(224,478
|
)
|
|||||
Comprehensive income
|
$
|
374,576
|
|
|
$
|
909,645
|
|
|
$
|
(182,580
|
)
|
|
$
|
(727,065
|
)
|
|
$
|
374,576
|
|
(1)
|
Interest expense (income) includes
$54.8 million
of intercompany interest income, net, for certain of the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation. There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries.
|
|
Condensed Consolidating Cash Flows
|
||||||||||||||||||
|
For the 26-Week Period Ended Dec. 30, 2017
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash flows provided by (used for):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
252,770
|
|
|
$
|
195,650
|
|
|
$
|
484,784
|
|
|
$
|
—
|
|
|
$
|
933,204
|
|
Investing activities
|
(104,914
|
)
|
|
(112,513
|
)
|
|
(332,538
|
)
|
|
147,622
|
|
|
(402,343
|
)
|
|||||
Financing activities
|
(159,309
|
)
|
|
(3,890
|
)
|
|
893
|
|
|
(147,622
|
)
|
|
(309,928
|
)
|
|||||
Effect of exchange rates on cash
|
—
|
|
|
—
|
|
|
23,510
|
|
|
—
|
|
|
23,510
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(11,453
|
)
|
|
79,247
|
|
|
176,649
|
|
|
—
|
|
|
244,443
|
|
|||||
Cash and cash equivalents at the beginning of period
|
111,576
|
|
|
18,788
|
|
|
739,138
|
|
|
—
|
|
|
869,502
|
|
|||||
Cash and cash equivalents at the end of period
|
$
|
100,123
|
|
|
$
|
98,035
|
|
|
$
|
915,787
|
|
|
$
|
—
|
|
|
$
|
1,113,945
|
|
|
Condensed Consolidating Cash Flows
|
||||||||||||||||||
|
For the 52-Week Period Ended Jul. 1, 2017
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other
Non-Guarantor Subsidiaries |
|
Eliminations
(1)
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash flows provided by (used for):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
1,535,775
|
|
|
$
|
3,023,400
|
|
|
$
|
658,229
|
|
|
$
|
(2,978,000
|
)
|
|
$
|
2,239,404
|
|
Investing activities
|
(3,274,566
|
)
|
|
(261,330
|
)
|
|
(175,565
|
)
|
|
127,000
|
|
|
(3,584,461
|
)
|
|||||
Financing activities
|
(1,526,045
|
)
|
|
(2,777,661
|
)
|
|
(229,931
|
)
|
|
2,851,000
|
|
|
(1,682,637
|
)
|
|||||
Effect of exchange rates on cash
|
—
|
|
|
—
|
|
|
(22,104
|
)
|
|
—
|
|
|
(22,104
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(3,264,836
|
)
|
|
(15,591
|
)
|
|
230,629
|
|
|
—
|
|
|
(3,049,798
|
)
|
|||||
Cash and cash equivalents at the beginning of period
|
3,376,412
|
|
|
34,379
|
|
|
508,509
|
|
|
—
|
|
|
3,919,300
|
|
|||||
Cash and cash equivalents at the end of period
|
$
|
111,576
|
|
|
$
|
18,788
|
|
|
$
|
739,138
|
|
|
$
|
—
|
|
|
$
|
869,502
|
|
(1)
|
Represents primarily inter-company dividends paid from the subsidiaries to the parent, Sysco Corporation.
|
|
Condensed Consolidating Cash Flows
|
||||||||||||||
|
For the 26-Week Period Ended Dec. 31, 2016
|
||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other
Non-Guarantor Subsidiaries |
|
Consolidated
Totals |
||||||||
|
(In thousands)
|
||||||||||||||
Cash flows provided by (used for):
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
$
|
292,547
|
|
|
$
|
143,092
|
|
|
$
|
203,762
|
|
|
$
|
639,401
|
|
Investing activities
|
(3,127,225
|
)
|
|
(102,923
|
)
|
|
45,634
|
|
|
(3,184,514
|
)
|
||||
Financing activities
|
(430,216
|
)
|
|
(17,815
|
)
|
|
(68,251
|
)
|
|
(516,282
|
)
|
||||
Effect of exchange rates on cash
|
—
|
|
|
—
|
|
|
(10,613
|
)
|
|
(10,613
|
)
|
||||
Net increase (decrease) in cash and cash equivalents
|
(3,264,894
|
)
|
|
22,354
|
|
|
170,532
|
|
|
(3,072,008
|
)
|
||||
Cash and cash equivalents at the beginning of period
|
3,376,412
|
|
|
34,379
|
|
|
508,509
|
|
|
3,919,300
|
|
||||
Cash and cash equivalents at the end of period
|
$
|
111,518
|
|
|
$
|
56,733
|
|
|
$
|
679,041
|
|
|
$
|
847,292
|
|
•
|
Sales:
|
◦
|
increased
7.1%
, or
$1.0 billion
, to
$14.4 billion
;
|
•
|
Operating income:
|
◦
|
increased
8.1%
, or
$39.9 million
, to
$532.3 million
;
|
◦
|
adjusted operating income increased
3.9%
, or
$21.6 million
, to
$579.5 million
;
|
•
|
Net earnings:
|
◦
|
increased
3.3%
, or
$8.9 million
, to
$284.1 million
;
|
◦
|
adjusted net earnings increased
29.2%
, or
$93.1 million
, to
$411.9 million
;
|
◦
|
after further adjusting for the one-time benefit related to the tax rate change, adjusted net earnings increased 8.9%, or $28.4 million, to $347.1 million;
|
•
|
Basic earnings per share:
|
◦
|
increased
10.0%
, or
$0.05
, to
$0.55
per share;
|
•
|
Diluted earnings per share:
|
◦
|
increased
8.0%
, or
$0.04
, to
$0.54
per share;
|
◦
|
adjusted diluted earnings per share increased
34.5%
, or
$0.20
, to
$0.78
per share; and
|
◦
|
after further adjusting for the one-time benefit related to the tax rate change, adjusted diluted earnings per share increased
13.8%
, or
$0.08
, to
$0.66
per share.
|
•
|
Sales:
|
◦
|
increased
6.0%
, or
$1.6 billion
, to
$29.1 billion
;
|
•
|
Operating income:
|
◦
|
increased
9.1%
, or
$96.1 million
, to
$1.2 billion
;
|
◦
|
adjusted operating income increased
4.8%
, or
$56.6 million
, to
$1.2 billion
;
|
•
|
Net earnings:
|
◦
|
increased
8.8%
, or
$52.7 million
, to
$651.8 million
;
|
◦
|
adjusted net earnings increased
16.0%
, or
$111.5 million
, to
$806.4 million
;
|
◦
|
after further adjusting for the one-time benefit related to the tax rate change, adjusted net earnings increased 6.7%, or $46.7 million, to $741.6 million;
|
•
|
Basic earnings per share:
|
◦
|
increased
13.8%
, or
$0.15
, to
$1.24
per share;
|
•
|
Diluted earnings per share:
|
◦
|
increased
13.9%
, or
0.15
, to
1.23
per share;
|
◦
|
adjusted diluted earnings per share increased
21.6%
, or
$0.27
, to
$1.52
per share; and
|
◦
|
after further adjusting for the one-time benefit related to the tax rate change, adjusted diluted earnings per share increased
12.0%
, or
$0.15
, to
$1.40
per share.
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||
|
Dec. 30, 2017
|
|
Dec. 31, 2016
|
|
Dec. 30, 2017
|
|
Dec. 31, 2016
|
||||
Sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
81.3
|
|
|
80.9
|
|
|
81.1
|
|
|
80.8
|
|
Gross profit
|
18.7
|
|
|
19.1
|
|
|
18.9
|
|
|
19.2
|
|
Operating expenses
|
15.0
|
|
|
15.5
|
|
|
14.9
|
|
|
15.3
|
|
Operating income
|
3.7
|
|
|
3.7
|
|
|
4.0
|
|
|
3.9
|
|
Interest expense
|
0.6
|
|
|
0.5
|
|
|
0.6
|
|
|
0.5
|
|
Other expense (income), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Earnings before income taxes
|
3.1
|
|
|
3.1
|
|
|
3.4
|
|
|
3.4
|
|
Income taxes
|
1.2
|
|
|
1.1
|
|
|
1.2
|
|
|
1.2
|
|
Net earnings
|
2.0
|
%
|
|
2.0
|
%
|
|
2.2
|
%
|
|
2.2
|
%
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||
Sales
|
7.1
|
%
|
|
6.0
|
%
|
Cost of sales
|
7.6
|
|
|
6.3
|
|
Gross profit
|
5.0
|
|
|
4.4
|
|
Operating expenses
|
4.2
|
|
|
3.2
|
|
Operating income
|
8.1
|
|
|
9.1
|
|
Interest expense
|
19.0
|
|
|
14.4
|
|
Other expense (income), net
(1) (2)
|
134.1
|
|
|
1.5
|
|
Earnings before income taxes
|
6.9
|
|
|
8.2
|
|
Income taxes
|
13.8
|
|
|
7.0
|
|
Net earnings
|
3.3
|
%
|
|
8.8
|
%
|
Basic earnings per share
|
10.0
|
%
|
|
13.8
|
%
|
Diluted earnings per share
|
8.0
|
|
|
13.9
|
|
Average shares outstanding
|
(4.4
|
)
|
|
(4.7
|
)
|
Diluted shares outstanding
|
(4.2
|
)
|
|
(4.6
|
)
|
(1)
|
Other expense (income), net was income of
$5.4 million
in the
second
quarter of fiscal
2018
and income of
$2.3 million
in the
second
quarter of fiscal
2017
.
|
(2)
|
Other expense (income), net was income of
$9.7 million
in the first
26
weeks of fiscal
2018
and income of
$9.5 million
in the first
26
weeks of fiscal
2017
.
|
|
13-Week Period Ended Dec. 30, 2017
|
||||||||||||||||||||||
|
U.S. Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Corporate
|
|
Consolidated
Totals |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Sales
|
$
|
9,681,225
|
|
|
$
|
2,869,043
|
|
|
$
|
1,633,145
|
|
|
$
|
228,077
|
|
|
$
|
—
|
|
|
$
|
14,411,490
|
|
Sales increase (decrease)
|
6.6
|
%
|
|
9.3
|
%
|
|
7.4
|
%
|
|
1.1
|
%
|
|
|
|
7.1
|
%
|
|||||||
Percentage of total
|
67.2
|
%
|
|
19.9
|
%
|
|
11.3
|
%
|
|
1.6
|
%
|
|
|
|
100.0
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
$
|
706,375
|
|
|
$
|
52,438
|
|
|
$
|
3,353
|
|
|
$
|
3,222
|
|
|
$
|
(233,106
|
)
|
|
$
|
532,282
|
|
Operating income increase (decrease)
|
3.7
|
%
|
|
(38.2
|
)%
|
|
6.3
|
%
|
|
(15.1
|
)%
|
|
|
|
8.1
|
%
|
|||||||
Percentage of total segments
|
92.3
|
%
|
|
6.9
|
%
|
|
0.4
|
%
|
|
0.4
|
%
|
|
|
|
100.0
|
%
|
|||||||
Operating income as a percentage of sales
|
7.3
|
%
|
|
1.8
|
%
|
|
0.2
|
%
|
|
1.4
|
%
|
|
|
|
3.7
|
%
|
|
13-Week Period Ended Dec. 31, 2016
|
||||||||||||||||||||||
|
U.S. Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Corporate
|
|
Consolidated
Totals |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Sales
|
$
|
9,085,565
|
|
|
$
|
2,625,949
|
|
|
$
|
1,520,182
|
|
|
$
|
225,572
|
|
|
$
|
—
|
|
|
$
|
13,457,268
|
|
Percentage of total
|
67.5
|
%
|
|
19.5
|
%
|
|
11.3
|
%
|
|
1.7
|
%
|
|
|
|
100.0
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
$
|
681,321
|
|
|
$
|
84,814
|
|
|
$
|
3,155
|
|
|
$
|
3,793
|
|
|
$
|
(280,666
|
)
|
|
$
|
492,417
|
|
Percentage of total segments
|
88.1
|
%
|
|
11.0
|
%
|
|
0.4
|
%
|
|
0.5
|
%
|
|
|
|
100.0
|
%
|
|||||||
Operating income as a percentage of sales
|
7.5
|
%
|
|
3.2
|
%
|
|
0.2
|
%
|
|
1.7
|
%
|
|
|
|
3.7
|
%
|
|
26-Week Period Ended Dec. 30, 2017
|
||||||||||||||||||||||
|
U.S. Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Corporate
|
|
Consolidated
Totals
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Sales
|
$
|
19,530,167
|
|
|
$
|
5,772,298
|
|
|
$
|
3,273,816
|
|
|
$
|
485,633
|
|
|
$
|
—
|
|
|
$
|
29,061,914
|
|
Sales increase (decrease)
|
5.2
|
%
|
|
7.8
|
%
|
|
8.2
|
%
|
|
1.2
|
%
|
|
|
|
6.0
|
%
|
|||||||
Percentage of total
|
67.2
|
%
|
|
19.9
|
%
|
|
11.3
|
%
|
|
1.6
|
%
|
|
|
|
100.0
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
$
|
1,487,244
|
|
|
$
|
129,084
|
|
|
$
|
8,198
|
|
|
$
|
7,238
|
|
|
$
|
(476,390
|
)
|
|
$
|
1,155,374
|
|
Operating income increase (decrease)
|
4.3
|
%
|
|
(21.4
|
)%
|
|
1.7
|
%
|
|
(38.6
|
)%
|
|
|
|
1.3
|
%
|
|||||||
Percentage of total segments
|
91.1
|
%
|
|
7.9
|
%
|
|
0.5
|
%
|
|
0.5
|
%
|
|
|
|
100.0
|
%
|
|||||||
Operating income as a percentage of sales
|
7.6
|
%
|
|
2.2
|
%
|
|
0.3
|
%
|
|
1.5
|
%
|
|
|
|
4.0
|
%
|
|
26-Week Period Ended Dec. 31, 2016
|
||||||||||||||||||||||
|
U.S. Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Corporate
|
|
Consolidated
Totals
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Sales
|
$
|
18,566,681
|
|
|
$
|
5,354,310
|
|
|
$
|
3,024,874
|
|
|
$
|
480,057
|
|
|
$
|
—
|
|
|
$
|
27,425,922
|
|
Percentage of total
|
67.7
|
%
|
|
19.5
|
%
|
|
11.0
|
%
|
|
1.7
|
%
|
|
|
|
100.0
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
$
|
1,426,552
|
|
|
$
|
164,249
|
|
|
$
|
8,062
|
|
|
$
|
11,794
|
|
|
$
|
(551,407
|
)
|
|
$
|
1,059,250
|
|
Percentage of total segments
|
88.6
|
%
|
|
10.2
|
%
|
|
0.5
|
%
|
|
0.7
|
%
|
|
|
|
100.0
|
%
|
|||||||
Operating income as a percentage of sales
|
7.7
|
%
|
|
3.1
|
%
|
|
0.3
|
%
|
|
2.5
|
%
|
|
|
|
3.9
|
%
|
|
13-Week Period Ended Dec. 30, 2017
|
|
13-Week Period Ended Dec. 31, 2016
|
|
13-Week Period Ended Change in Dollars
|
|
13-Week Period % Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Sales
|
$
|
9,681,225
|
|
|
$
|
9,085,565
|
|
|
$
|
595,660
|
|
|
6.6
|
%
|
Gross profit
|
1,915,466
|
|
|
1,823,023
|
|
|
92,443
|
|
|
5.1
|
|
|||
Operating expenses
|
1,209,091
|
|
|
1,141,702
|
|
|
67,389
|
|
|
5.9
|
|
|||
Operating income
|
$
|
706,375
|
|
|
$
|
681,321
|
|
|
$
|
25,054
|
|
|
3.7
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
26-Week Period Ended Dec. 30, 2017
|
|
26-Week Period Ended Dec. 31, 2016
|
|
26-Week Period Ended Change in Dollars
|
|
26-Week Period % Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Sales
|
$
|
19,530,167
|
|
|
$
|
18,566,681
|
|
|
$
|
963,486
|
|
|
5.2
|
%
|
Gross profit
|
3,901,749
|
|
|
3,736,138
|
|
|
165,611
|
|
|
4.4
|
|
|||
Operating expenses
|
2,414,505
|
|
|
2,309,586
|
|
|
104,919
|
|
|
4.5
|
|
|||
Operating income
|
$
|
1,487,244
|
|
|
$
|
1,426,552
|
|
|
$
|
60,692
|
|
|
4.3
|
%
|
|
Increase (Decrease)
|
|||||
|
13-Week Period
|
|||||
|
(Dollars in millions)
|
|||||
Cause of change
|
Percentage
|
|
Dollars
|
|||
Case volume
|
3.0
|
%
|
|
$
|
273.3
|
|
Inflation
|
3.3
|
|
|
300.3
|
|
|
Acquisitions
|
0.6
|
|
|
50.6
|
|
|
Other
(1)
|
(0.3
|
)
|
|
(28.5
|
)
|
|
Total sales increase
|
6.6
|
%
|
|
$
|
595.7
|
|
|
|
|
|
|||
|
Increase (Decrease)
|
|||||
|
26-Week Period
|
|||||
|
(Dollars in millions)
|
|||||
Cause of change
|
Percentage
|
|
Dollars
|
|||
Case volume
|
1.7
|
%
|
|
$
|
314.8
|
|
Inflation
|
3.6
|
|
|
659.8
|
|
|
Acquisitions
|
0.3
|
|
|
50.6
|
|
|
Other
|
(0.4
|
)
|
|
(61.7
|
)
|
|
Total sales increase
|
5.2
|
%
|
|
$
|
963.5
|
|
|
13-Week Period Ended Dec. 30, 2017
|
|
13-Week Period Ended Dec. 31, 2016
|
|
13-Week Period Ended Change in Dollars
|
|
13-Week Period % Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Sales
|
$
|
2,869,043
|
|
|
$
|
2,625,949
|
|
|
$
|
243,094
|
|
|
9.3
|
%
|
Gross profit
|
599,647
|
|
|
576,215
|
|
|
23,432
|
|
|
4.1
|
|
|||
Operating expenses
|
547,209
|
|
|
491,401
|
|
|
55,808
|
|
|
11.4
|
|
|||
Operating income
|
$
|
52,438
|
|
|
$
|
84,814
|
|
|
$
|
(32,376
|
)
|
|
(38.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross profit
|
$
|
599,647
|
|
|
$
|
576,215
|
|
|
$
|
23,432
|
|
|
4.1
|
%
|
Adjusted operating expenses (Non-GAAP)
|
520,798
|
|
|
465,518
|
|
|
55,280
|
|
|
11.9
|
|
|||
Adjusted operating income (Non-GAAP)
|
$
|
78,849
|
|
|
$
|
110,697
|
|
|
$
|
(31,848
|
)
|
|
(28.8
|
)%
|
|
|
|
|
|
|
|
|
|||||||
|
26-Week Period Ended Dec. 30, 2017
|
|
26-Week Period Ended Dec. 31, 2016
|
|
26-Week Period Ended Change in Dollars
|
|
26-Week Period
% Change |
|||||||
|
(In thousands)
|
|||||||||||||
Sales
|
$
|
5,772,298
|
|
|
$
|
5,354,310
|
|
|
$
|
417,988
|
|
|
7.8
|
%
|
Gross profit
|
1,214,750
|
|
|
1,174,621
|
|
|
40,129
|
|
|
3.4
|
|
|||
Operating expenses
|
1,085,666
|
|
|
1,010,372
|
|
|
75,294
|
|
|
7.5
|
|
|||
Operating income
|
$
|
129,084
|
|
|
$
|
164,249
|
|
|
$
|
(35,165
|
)
|
|
(21.4
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
$
|
1,214,750
|
|
|
$
|
1,174,621
|
|
|
$
|
40,129
|
|
|
3.4
|
%
|
Adjusted operating expenses (Non-GAAP)
|
1,040,843
|
|
|
960,311
|
|
|
80,532
|
|
|
8.4
|
|
|||
Adjusted operating income (Non-GAAP)
|
$
|
173,907
|
|
|
$
|
214,310
|
|
|
$
|
(40,403
|
)
|
|
(18.9
|
)%
|
|
Increase (Decrease)
|
|||||
|
13-Week Period
|
|||||
|
(Dollars in millions)
|
|||||
Cause of change
|
Percentage
|
|
Dollars
|
|||
Case volume
|
1.8
|
%
|
|
$
|
46.5
|
|
Inflation
|
2.5
|
|
|
66.8
|
|
|
Acquisitions
|
0.3
|
|
|
7.6
|
|
|
Foreign currency
|
5.8
|
|
|
151.0
|
|
|
Other
|
(1.1
|
)
|
|
(28.8
|
)
|
|
Total sales increase
|
9.3
|
%
|
|
$
|
243.1
|
|
|
|
|
|
|||
|
Increase (Decrease)
|
|||||
|
26-Week Period
|
|||||
|
(Dollars in millions)
|
|||||
Cause of change
|
Percentage
|
|
Dollars
|
|||
Case volume
|
0.7
|
%
|
|
$
|
36.9
|
|
Inflation
|
4.1
|
|
|
219.8
|
|
|
Acquisitions
|
0.3
|
|
|
15.2
|
|
|
Foreign currency
|
3.6
|
|
|
195.0
|
|
|
Other
|
(0.9
|
)
|
|
(48.9
|
)
|
|
Total sales increase
|
7.8
|
%
|
|
$
|
418.0
|
|
|
13-Week Period Ended Dec. 30, 2017
|
|
13-Week Period Ended Dec. 31, 2016
|
|
Change in Dollars
|
|
%/bps Change
|
|||||||
|
(In thousands, except for share and per share data)
|
|||||||||||||
Operating expenses (GAAP)
|
$
|
2,167,104
|
|
|
$
|
2,079,446
|
|
|
$
|
87,658
|
|
|
4.2
|
%
|
Impact of restructuring costs
(1)
|
(21,377
|
)
|
|
(40,089
|
)
|
|
18,712
|
|
|
(46.7
|
)
|
|||
Impact of acquisition-related costs
(2)
|
(25,799
|
)
|
|
(25,370
|
)
|
|
(429
|
)
|
|
1.7
|
|
|||
Operating expenses adjusted for certain items (Non-GAAP)
|
$
|
2,119,928
|
|
|
$
|
2,013,987
|
|
|
$
|
105,941
|
|
|
5.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
532,282
|
|
|
$
|
492,417
|
|
|
$
|
39,865
|
|
|
8.1
|
%
|
Impact of restructuring costs
(1)
|
21,377
|
|
|
40,089
|
|
|
(18,712
|
)
|
|
(46.7
|
)
|
|||
Impact of acquisition-related costs
(2)
|
25,799
|
|
|
25,370
|
|
|
429
|
|
|
1.7
|
|
|||
Operating income adjusted for certain items (Non-GAAP)
|
$
|
579,458
|
|
|
$
|
557,876
|
|
|
$
|
21,582
|
|
|
3.9
|
%
|
|
|
|
|
|
|
|
|
|||||||
Net earnings (GAAP)
|
$
|
284,113
|
|
|
$
|
275,167
|
|
|
$
|
8,946
|
|
|
3.3
|
%
|
Impact of restructuring costs
(1)
|
21,377
|
|
|
40,089
|
|
|
(18,712
|
)
|
|
(46.7
|
)
|
|||
Impact of acquisition-related costs
(2)
|
25,799
|
|
|
25,370
|
|
|
429
|
|
|
1.7
|
|
|||
Tax impact of restructuring costs
(3)
|
(5,691
|
)
|
|
(15,111
|
)
|
|
9,420
|
|
|
(62.3
|
)
|
|||
Tax impact of acquisition-related costs
(3)
|
(6,110
|
)
|
|
(6,726
|
)
|
|
616
|
|
|
(9.2
|
)
|
|||
Impact of US transition tax
|
115,000
|
|
|
—
|
|
|
115,000
|
|
|
NM
|
|
|||
Impact of US balance sheet remeasurement from tax law change
|
(14,477
|
)
|
|
—
|
|
|
(14,477
|
)
|
|
NM
|
|
|||
Impact of France and U.K. tax law changes
|
(8,137
|
)
|
|
—
|
|
|
(8,137
|
)
|
|
NM
|
|
|||
Net earnings adjusted for certain items (Non-GAAP)
|
411,874
|
|
|
318,789
|
|
|
93,085
|
|
|
29.2
|
|
|||
Impact of US tax rate change
|
(64,731
|
)
|
|
—
|
|
|
(64,731
|
)
|
|
NM
|
|
|||
Net earnings further adjusted (Non-GAAP)
|
$
|
347,143
|
|
|
$
|
318,789
|
|
|
$
|
28,354
|
|
|
8.9
|
%
|
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share (GAAP)
|
$
|
0.54
|
|
|
$
|
0.50
|
|
|
$
|
0.04
|
|
|
8.0
|
%
|
Impact of restructuring costs
(1)
|
0.04
|
|
|
0.07
|
|
|
(0.03
|
)
|
|
(42.9
|
)
|
|||
Impact of acquisition-related costs
(2)
|
0.05
|
|
|
0.05
|
|
|
—
|
|
|
—
|
|
|||
Tax impact of restructuring costs
(3)
|
(0.01
|
)
|
|
(0.03
|
)
|
|
0.02
|
|
|
(66.7
|
)
|
|||
Tax impact of acquisition-related costs
(3)
|
(0.01
|
)
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|||
Impact of US transition tax
|
0.22
|
|
|
—
|
|
|
0.22
|
|
|
NM
|
|
|||
Impact of US balance sheet remeasurement from tax law change
|
(0.03
|
)
|
|
—
|
|
|
(0.03
|
)
|
|
NM
|
|
|||
Impact of France and U.K. tax law changes
|
(0.02
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
NM
|
|
|||
Diluted EPS adjusted for certain items (Non-GAAP)
(4)
|
$
|
0.78
|
|
|
$
|
0.58
|
|
|
$
|
0.20
|
|
|
34.5
|
%
|
Impact of US tax rate change
|
(0.12
|
)
|
|
—
|
|
|
(0.12
|
)
|
|
NM
|
|
|||
Diluted EPS further adjusted (Non-GAAP)
(4)
|
$
|
0.66
|
|
|
$
|
0.58
|
|
|
$
|
0.08
|
|
|
13.8
|
%
|
|
26-Week Period Ended Dec. 30, 2017
|
|
26-Week Period Ended Dec. 31, 2016
|
|
Change in Dollars
|
|
%/bps Change
|
|||||||
|
(In thousands, except for share and per share data)
|
|||||||||||||
Operating expenses (GAAP)
|
$
|
4,337,680
|
|
|
$
|
4,204,532
|
|
|
$
|
133,148
|
|
|
3.2
|
%
|
Impact of restructuring costs
(1)
|
(40,430
|
)
|
|
(78,374
|
)
|
|
37,944
|
|
|
(48.4
|
)
|
|||
Impact of acquisition-related costs
(2)
|
(45,545
|
)
|
|
(47,079
|
)
|
|
1,534
|
|
|
(3.3
|
)
|
|||
Operating expenses adjusted for certain items (Non-GAAP)
|
$
|
4,251,705
|
|
|
$
|
4,079,079
|
|
|
$
|
172,626
|
|
|
4.2
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
1,155,374
|
|
|
$
|
1,059,250
|
|
|
$
|
96,124
|
|
|
9.1
|
%
|
Impact of restructuring costs
(1)
|
40,430
|
|
|
78,374
|
|
|
(37,944
|
)
|
|
(48.4
|
)
|
|||
Impact of acquisition-related costs
(2)
|
45,545
|
|
|
47,079
|
|
|
(1,534
|
)
|
|
(3.3
|
)
|
|||
Operating income adjusted for certain items (Non-GAAP)
|
$
|
1,241,349
|
|
|
$
|
1,184,703
|
|
|
$
|
56,646
|
|
|
4.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
Net earnings (GAAP)
|
$
|
651,753
|
|
|
$
|
599,054
|
|
|
$
|
52,699
|
|
|
8.8
|
%
|
Impact of restructuring costs
(1)
|
40,430
|
|
|
78,374
|
|
|
(37,944
|
)
|
|
(48.4
|
)
|
|||
Impact of acquisition-related costs
(2)
|
45,545
|
|
|
47,079
|
|
|
(1,534
|
)
|
|
(3.3
|
)
|
|||
Tax impact of restructuring costs
(3)
|
(12,654
|
)
|
|
(19,072
|
)
|
|
6,418
|
|
|
(33.7
|
)
|
|||
Tax impact of acquisition-related costs
(3)
|
(11,088
|
)
|
|
(10,528
|
)
|
|
(560
|
)
|
|
5.3
|
|
|||
Impact of US transition tax
|
115,000
|
|
|
—
|
|
|
115,000
|
|
|
NM
|
|
|||
Impact of US balance sheet remeasurement from tax law change
|
(14,477
|
)
|
|
—
|
|
|
(14,477
|
)
|
|
NM
|
|
|||
Impact of France and U.K. tax law changes
|
(8,137
|
)
|
|
—
|
|
|
(8,137
|
)
|
|
NM
|
|
|||
Net earnings adjusted for certain items (Non-GAAP)
|
806,372
|
|
|
694,907
|
|
|
111,465
|
|
|
16.0
|
|
|||
Impact of US tax rate change
|
(64,731
|
)
|
|
—
|
|
|
(64,731
|
)
|
|
NM
|
|
|||
Net earnings further adjusted (Non-GAAP)
|
$
|
741,641
|
|
|
$
|
694,907
|
|
|
$
|
46,734
|
|
|
6.7
|
%
|
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share (GAAP)
|
$
|
1.23
|
|
|
$
|
1.08
|
|
|
$
|
0.15
|
|
|
13.9
|
%
|
Impact of restructuring costs
(1)
|
0.08
|
|
|
0.14
|
|
|
(0.06
|
)
|
|
(42.9
|
)
|
|||
Impact of acquisition-related costs
(2)
|
0.09
|
|
|
0.08
|
|
|
0.01
|
|
|
12.5
|
|
|||
Tax impact of acquisition-related costs
(3)
|
(0.02
|
)
|
|
(0.03
|
)
|
|
0.01
|
|
|
(33.3
|
)
|
|||
Tax impact of acquisition financing costs
(3)
|
(0.02
|
)
|
|
(0.02
|
)
|
|
—
|
|
|
—
|
|
|||
Impact of US transition tax
|
0.22
|
|
|
—
|
|
|
0.22
|
|
|
NM
|
|
|||
Impact of US balance sheet remeasurement from tax law change
|
(0.03
|
)
|
|
—
|
|
|
(0.03
|
)
|
|
NM
|
|
|||
Impact of France and U.K. tax law changes
|
(0.02
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
NM
|
|
|||
Diluted EPS adjusted for certain items (Non-GAAP)
(4)
|
1.52
|
|
|
1.25
|
|
|
0.27
|
|
|
21.6
|
%
|
|||
Impact of US tax rate change
|
(0.12
|
)
|
|
—
|
|
|
(0.12
|
)
|
|
NM
|
|
|||
Diluted EPS further adjusted (Non-GAAP)
(4)
|
$
|
1.40
|
|
|
$
|
1.25
|
|
|
$
|
0.15
|
|
|
12.0
|
%
|
|
13-Week Period Ended Dec. 30, 2017
|
|
13-Week Period Ended Dec. 31, 2016
|
|
Change in Dollars
|
|
%/bps Change
|
|||||||
INTERNATIONAL FOODSERVICE OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|||
Operating expenses (GAAP)
|
$
|
547,209
|
|
|
$
|
491,401
|
|
|
$
|
55,808
|
|
|
11.4
|
%
|
Impact of restructuring costs
(1)
|
(5,602
|
)
|
|
(5,590
|
)
|
|
(12
|
)
|
|
0.2
|
|
|||
Impact of acquisition-related costs
(2)
|
(20,809
|
)
|
|
(20,293
|
)
|
|
(516
|
)
|
|
2.5
|
|
|||
Operating expenses adjusted for certain items (Non-GAAP)
|
$
|
520,798
|
|
|
$
|
465,518
|
|
|
$
|
55,280
|
|
|
11.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Operating income (GAAP)
|
$
|
52,438
|
|
|
$
|
84,814
|
|
|
$
|
(32,376
|
)
|
|
(38.2
|
)%
|
Impact of restructuring costs
(1)
|
5,602
|
|
|
5,590
|
|
|
12
|
|
|
0.2
|
|
|||
Impact of acquisition related costs
(2)
|
20,809
|
|
|
20,293
|
|
|
516
|
|
|
2.5
|
|
|||
Operating income adjusted for certain items (Non-GAAP)
|
$
|
78,849
|
|
|
$
|
110,697
|
|
|
$
|
(31,848
|
)
|
|
(28.8
|
)%
|
|
|
|
|
|
|
|
|
|||||||
CORPORATE
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
232,921
|
|
|
$
|
279,765
|
|
|
$
|
(46,844
|
)
|
|
(16.7
|
)%
|
Impact of restructuring costs
(3)
|
(15,775
|
)
|
|
(34,029
|
)
|
|
18,254
|
|
|
(53.6
|
)
|
|||
Impact of acquisition-related costs
(4)
|
(4,990
|
)
|
|
(5,078
|
)
|
|
88
|
|
|
(1.7
|
)
|
|||
Operating expenses adjusted for certain items (Non-GAAP)
|
$
|
212,156
|
|
|
$
|
240,658
|
|
|
$
|
(28,502
|
)
|
|
(11.8
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
(233,106
|
)
|
|
$
|
(280,666
|
)
|
|
$
|
47,560
|
|
|
(16.9
|
)%
|
Impact of restructuring costs
(3)
|
15,775
|
|
|
34,029
|
|
|
(18,254
|
)
|
|
(53.6
|
)
|
|||
Impact of acquisition-related costs
(4)
|
4,990
|
|
|
5,078
|
|
|
(88
|
)
|
|
(1.7
|
)
|
|||
Operating income adjusted for certain items (Non-GAAP)
|
$
|
(212,341
|
)
|
|
$
|
(241,559
|
)
|
|
$
|
29,218
|
|
|
(12.1
|
)%
|
|
26-Week Period Ended Dec. 30, 2017
|
|
26-Week Period Ended Dec. 31, 2016
|
|
Change in Dollars
|
|
%/bps Change
|
|||||||
INTERNATIONAL FOODSERVICE OPERATIONS
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
1,085,666
|
|
|
$
|
1,010,372
|
|
|
$
|
75,294
|
|
|
7.5
|
%
|
Impact of restructuring costs
(1)
|
(9,500
|
)
|
|
(10,271
|
)
|
|
771
|
|
|
(7.5
|
)
|
|||
Impact of acquisition-related costs
(2)
|
(35,323
|
)
|
|
(39,790
|
)
|
|
4,467
|
|
|
(11.2
|
)
|
|||
Operating expenses adjusted for certain items (Non-GAAP)
|
$
|
1,040,843
|
|
|
$
|
960,311
|
|
|
$
|
80,533
|
|
|
8.4
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
129,084
|
|
|
$
|
164,249
|
|
|
$
|
(35,165
|
)
|
|
(21.4
|
)%
|
Impact of restructuring costs
(1)
|
9,500
|
|
|
10,271
|
|
|
(771
|
)
|
|
(7.5
|
)
|
|||
Impact of acquisition related costs
(2)
|
35,323
|
|
|
39,790
|
|
|
(4,467
|
)
|
|
(11.2
|
)
|
|||
Operating income adjusted for certain items (Non-GAAP)
|
$
|
173,907
|
|
|
$
|
214,310
|
|
|
$
|
(40,403
|
)
|
|
(18.9
|
)%
|
|
|
|
|
|
|
|
|
|||||||
CORPORATE
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
475,053
|
|
|
$
|
547,645
|
|
|
$
|
(72,592
|
)
|
|
(13.3
|
)%
|
Impact of restructuring costs
(3)
|
(30,930
|
)
|
|
(67,633
|
)
|
|
36,703
|
|
|
(54.3
|
)
|
|||
Impact of acquisition-related costs
(4)
|
(10,222
|
)
|
|
(7,290
|
)
|
|
(2,932
|
)
|
|
40.2
|
|
|||
Operating expenses adjusted for certain items (Non-GAAP)
|
$
|
433,901
|
|
|
$
|
472,722
|
|
|
$
|
(38,821
|
)
|
|
(8.2
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
(476,390
|
)
|
|
$
|
(551,407
|
)
|
|
$
|
75,017
|
|
|
(13.6
|
)%
|
Impact of restructuring costs
(3)
|
30,930
|
|
|
67,633
|
|
|
(36,703
|
)
|
|
(54.3
|
)
|
|||
Impact of acquisition-related costs
(4)
|
10,222
|
|
|
7,290
|
|
|
2,932
|
|
|
40.2
|
|
|||
Operating income adjusted for certain items (Non-GAAP)
|
$
|
(435,238
|
)
|
|
$
|
(476,484
|
)
|
|
$
|
41,246
|
|
|
(8.7
|
)%
|
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)
|
•
|
Cash flows from operations were
$933.2 million
in
2018
, compared to
$639.4 million
in
2017
, primarily due to lower tax payments resulting from relief provided in connection with the impact of Hurricane Harvey;
|
•
|
Capital expenditures totaled
$258.6 million
in
2018
, compared to
$285.7 million
in
2017
;
|
•
|
Free cash flow was
$678.5 million
in
2018
, compared to
$365.3 million
in
2017
, primarily due to lower tax payments resulting from relief provided in connection with the impact of Hurricane Harvey; (see “Non-GAAP Reconciliations” below under the heading “Free Cash Flow”);
|
•
|
Cash used for acquisition of businesses, net of cash received, was
$147.6 million
in
2018
, compared to
$2.9 billion
in
2017
;
|
•
|
Commercial paper issuances and net bank borrowings were
$630.3 million
in
2018
, compared to
$1.0 billion
of commercial paper issuances and bank borrowings in
2017
;
|
•
|
Dividends paid were
$346.9 million
in
2018
, compared to
$343.4 million
in
2017
; and
|
•
|
Cash paid for treasury stock repurchases was
$750.5 million
in
2018
, compared to
$1.2 billion
in
2017
.
|
•
|
working capital requirements;
|
•
|
investments in facilities, systems, fleet, other equipment and technology;
|
•
|
cash dividends;
|
•
|
acquisitions compatible with our overall growth strategy;
|
•
|
contributions to our various retirement plans; and
|
•
|
debt repayments and share repurchases.
|
•
|
our cash flows from operations;
|
•
|
the availability of additional capital under our existing commercial paper programs, supported by our revolving credit facility and bank line of credit; and
|
•
|
our ability to access capital from financial markets, including issuances of debt securities, either privately or under our shelf registration statement filed with the Securities and Exchange Commission (SEC).
|
|
26-Week Period Ended Dec. 30, 2017
|
|
26-Week Period Ended Dec. 31, 2016
|
||||
|
(In thousands)
|
||||||
Net cash provided by operating activities (GAAP)
|
$
|
933,204
|
|
|
$
|
639,401
|
|
Additions to plant and equipment
|
(258,577
|
)
|
|
(285,692
|
)
|
||
Proceeds from sales of plant and equipment
|
3,878
|
|
|
11,639
|
|
||
Free Cash Flow (Non-GAAP)
|
$
|
678,505
|
|
|
$
|
365,348
|
|
•
|
$788.3 million
outstanding from our commercial paper program; and
|
•
|
No amounts outstanding from the credit facility supporting the company’s U.S. commercial paper program.
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
More Than
|
||||||||||
|
Total
|
|
< 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
5 Years
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Recorded Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
One-time transition tax liability
|
$
|
115,000
|
|
|
$
|
19,761
|
|
|
$
|
16,563
|
|
|
$
|
16,563
|
|
|
$
|
62,113
|
|
•
|
our expectations and beliefs regarding our fair value estimates;
|
•
|
our expectations with respect to achieving our three-year financial targets through fiscal 2018 and our new three-year financial objectives through fiscal 2020;
|
•
|
the impact of general economic conditions on our business and our industry in the Unites States and abroad;
|
•
|
our expectations regarding inflation and other economic trends in the United States and abroad;
|
•
|
changes in future depreciation expense;
|
•
|
our expectations regarding our effective tax rate and the positive impact of the Tax Act generally and on our three-year financial plan earnings targets;
|
•
|
our expectations regarding multi-unit customer growth;
|
•
|
our expectations regarding future performance and growth, including operating performance and operating income growth;
|
•
|
our expectations regarding operating expense;
|
•
|
our expectations regarding the calculation of adjusted return on invested capital and adjusted operating income;
|
•
|
our expectations regarding our capital allocation priorities;
|
•
|
our expectations regarding cash held by international subsidiaries, including our need to repatriate cash held outside of the U.S. in a tax-efficient manner;
|
•
|
the sufficiency of our mechanisms for managing working capital and competitive pressures, and our beliefs regarding the impact of these mechanisms;
|
•
|
our ability to meet future cash requirements, including the ability to access financial markets effectively, including issuances of debt securities, and maintain sufficient liquidity;
|
•
|
our ability to effectively access the commercial paper market and long-term capital markets;
|
•
|
our expectations regarding operating cash flow, cash flow growth and free cash flow;
|
•
|
our intention to repay our long-term debt with cash on hand, cash flow from operations, issuances of commercial paper, issuances of senior notes, or a combination thereof;
|
•
|
our expectations regarding 2018 fuel prices; and
|
•
|
our expectations regarding share repurchases.
|
•
|
periods of significant or prolonged inflation or deflation and their impact on our product costs and profitability;
|
•
|
risks related to unfavorable conditions in the U.S. economy and local markets and the impact on our results of operations and financial condition;
|
•
|
the risks related to our efforts to meet our long-term strategic objectives, including the risk that these efforts may not provide the expected benefits in our anticipated time frame, if at all, and may prove costlier than expected; the
|
•
|
the impact of unexpected future changes to our business initiatives based on management’s subjective evaluation of our overall business needs;
|
•
|
the risk that competition in our industry may adversely impact our margins and our ability to retain customers and make it difficult for us to maintain our market share, growth rate and profitability;
|
•
|
the risk that we may not be able to fully compensate for increases in fuel costs, and forward purchase commitments intended to contain fuel costs could result in above market fuel costs;
|
•
|
the risk of interruption of supplies and increase in product costs as a result of conditions beyond our control;
|
•
|
the potential impact on our reputation and earnings of adverse publicity or lack of confidence in our products;
|
•
|
risks related to unfavorable changes to the mix of locally managed customers versus corporate-managed customers;
|
•
|
the risk that we may not realize anticipated benefits from our operating cost reduction efforts;
|
•
|
difficulties in successfully expanding into international markets and complimentary lines of business;
|
•
|
the potential impact of product liability claims;
|
•
|
the risk that we fail to comply with requirements imposed by applicable law or government regulations;
|
•
|
risks related to our ability to effectively finance and integrate acquired businesses;
|
•
|
risks related to our access to borrowed funds in order to grow and any default by us under our indebtedness that could have a material adverse impact on cash flow and liquidity;
|
•
|
our level of indebtedness and the terms of our indebtedness could adversely affect our business and liquidity position;
|
•
|
the risk that the implementation of various initiatives, the timing and successful completion of acquisitions, construction schedules and the possibility that other cash requirements could result in delays or cancellations of capital spending;
|
•
|
the risk that the U.K.’s anticipated exit from the European Union, commonly referred to as Brexit, may adversely impact our operations in the U.K., including those of the Brakes Group;
|
•
|
the risk that factors beyond management’s control, including fluctuations in the stock market, as well as management’s future subjective evaluation of the company’s needs, would impact the timing of share repurchases;
|
•
|
due to our reliance on technology, any technology disruption or delay in implementing new technology could have a material negative impact on our business;
|
•
|
the risk that a cybersecurity incident and other technology disruptions could negatively impact our business and our relationships with customers;
|
•
|
the potential requirement to pay material amounts under our multiemployer defined benefit pension plans;
|
•
|
our funding requirements for our company-sponsored qualified pension plan may increase should financial markets experience future declines;
|
•
|
labor issues, including the renegotiation of union contracts and shortage of qualified labor;
|
•
|
capital expenditures may vary based on changes in business plans and other factors, including risks related to the implementation of various initiatives, the timing and successful completion of acquisitions, construction schedules and the possibility that other cash requirements could result in delays or cancellations of capital spending; and
|
•
|
the risk that the anti-takeover benefits provided by our preferred stock may not be viewed as beneficial to stockholders.
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
||||||||||||
Period
|
(a) Total Number of Shares Purchased
(1)
|
|
(b) Average Price Paid per Share
|
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||||
Month #1
|
|
|
|
|
|
|
|
|||||
October 1 - October 28
|
2,612,212
|
|
|
$
|
54.39
|
|
|
2,610,098
|
|
|
—
|
|
Month #2
|
|
|
|
|
|
|
|
|
||||
October 29 - November 25
|
1,074,356
|
|
|
55.02
|
|
|
1,062,800
|
|
|
—
|
|
|
Month #3
|
|
|
|
|
|
|
|
|
||||
November 26 - December 30
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
3,686,568
|
|
|
$
|
54.57
|
|
|
3,672,898
|
|
|
—
|
|
|
|
Sysco Corporation
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date: February 5, 2018
|
By:
|
/s/ THOMAS L. BENÉ
|
|
|
Thomas L. Bené
|
|
|
President and Chief Executive Officer
|
|
|
|
Date: February 5, 2018
|
By:
|
/s/ JOEL T. GRADE
|
|
|
Joel T. Grade
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
|
|
|
Date: February 5, 2018
|
By:
|
/s/ ANITA A. ZIELINSKI
|
|
|
Anita A. Zielinski
|
|
|
Senior Vice President and
|
|
|
Chief Accounting Officer
|
3.1
|
—
|
Restated Certificate of Incorporation, incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).
|
|
|
|
3.2
|
—
|
Certificate of Amendment to Restated Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(e) to Form 10-Q for the quarter ended December 27, 2003 (File No. 1-6544).
|
|
|
|
3.3
|
—
|
Form of Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(c) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).
|
|
|
|
3.4
|
—
|
Amended and Restated Bylaws of Sysco Corporation dated August 26, 2016, incorporated by reference to Exhibit 3.2 to Form 8-K filed on August 31, 2016 (File No. 1-6544).
|
|
|
|
10.1#†
|
—
|
|
|
|
|
10.2#†
|
—
|
|
|
|
|
10.3#†
|
—
|
|
|
|
|
10.4#†
|
—
|
|
|
|
|
10.5#†
|
—
|
|
|
|
|
12.1#
|
—
|
|
|
|
|
31.1#
|
—
|
|
|
|
|
31.2#
|
—
|
|
|
|
|
32.1#
|
—
|
|
|
|
|
32.2#
|
—
|
|
|
|
|
101.1#
|
—
|
The following financial information from Sysco Corporation’s Quarterly Report on Form 10-Q for the quarter ended December 30, 2017 filed with the SEC on February 5, 2018, formatted in XBRL includes: (i) Consolidated Balance Sheets as of December 30, 2017, July 1, 2017 and December 31, 2016, (ii) Consolidated Results of Operations for the thirteen and twenty six week periods ended December 30, 2017 and December 31, 2016, (iii) Consolidated Statements of Comprehensive Income for the thirteen and twenty six week periods ended December 30, 2017 and December 31, 2016, (iv) Consolidated Cash Flows for the twenty six week periods ended December 30, 2017 and December 31, 2016, and (v) the Notes to Consolidated Financial Statements.
|
1.
|
Effective January 1, 2018, Section 4.2 of the MSP is revised in its entirety as follows:
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(i)
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the product of (A) fifty percent (50%) of the Participant’s combined Deferral Percentage for the Plan Year, and (B) the Participant’s Eligible pay for the Plan Year, less
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(ii)
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the Participant’s 401(k) Match for the Plan Year, assuming for such purposes that the Participant (A) had been eligible to participate in the 401(k) Plan for the entirety of the applicable Plan Year, and (B) had received the maximum potential 401(k) Match that could have been made on behalf of the Participant to the 401(k) Plan if the Participant made the maximum allowable 401(k) Plan Deferrals.
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•
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Common Stock
. The term “Common Stock” means the Corporation’s Common Stock, $1.00 par value per share.
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•
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Fair Market Value
. The term “Fair Market Value” means, as of a particular date, the last closing price of the Common Stock on the first business day prior to that date on the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock Exchange, on any other exchange or quotation system on which the Common Stock is listed or quoted.
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1.
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GRANT OF RESTRICTED SHARES; VESTING
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(i)
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One-hundred percent (100%) of the Restricted Stock Award shall vest on the first anniversary of the Date of Grant.
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(ii)
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Any unvested portion of a Restricted Stock Award shall vest upon the occurrence of a Change in Control. For purposes of this Agreement, “Change in Control” means that a person or persons who are acting together for the purpose of acquiring an equity interest in Sysco acquire beneficial ownership (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 20% or more of the outstanding Common Stock.
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2.
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RESTRICTION ON TRANSFER
.
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3.
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FORM; REMOVAL OF RESTRICTIONS
.
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4.
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CERTAIN RIGHTS OF DIRECTOR
.
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5.
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CESSATION OF SERVICE
.
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6.
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ADJUSTMENT TO AWARD IN CERTAIN EVENTS.
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7.
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WITHHOLDING.
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8.
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NO COMPROMISE WITH REGULATORY AUTHORITY
.
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9.
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PLAN CONTROLS
.
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10.
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END OF RESTRICTIONS.
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1.
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GRANT OF RESTRICTED SHARES; CONVERSION TO SHARE UNITS; VESTING
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(i)
|
One-hundred percent (100%) of the Share Units received in exchange for the Exchanged Shares shall vest on the first anniversary of the Date of Grant.
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(ii)
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Any unvested portion of the Share Units received in exchange for the Exchanged Shares shall vest upon the occurrence of a Change in Control. For purposes of this Agreement, “Change in Control” means that a person or persons who are acting together for the purpose of acquiring an equity interest in Sysco acquire beneficial ownership (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 20% or more of the outstanding Common Stock.
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2.
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CESSATION OF SERVICE
.
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1.
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I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;
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2.
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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;
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3.
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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;
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4.
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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:
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(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;
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(b)
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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;
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5.
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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
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(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(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 Quarterly Report on Form 10-Q for the fiscal quarter ended
December 30, 2017
(“Quarterly Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
2.
|
All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.
|
1.
|
The company’s Quarterly Report on Form 10-Q for the fiscal quarter ended
December 30, 2017
(“Quarterly Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
2.
|
All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.
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