(Mark One)
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þ
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ANNUAL 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
(State or other jurisdiction of incorporation or organization)
1390 Enclave Parkway
Houston, Texas
(Address of principal executive offices)
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74-1648137
(I.R.S. Employer Identification No.)
77077-2099
(Zip Code)
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Title of Each Class
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Name of each exchange on which registered
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Common Stock, $1.00 Par Value
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New York Stock Exchange
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1.25% Notes due June 2023
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New York Stock Exchange
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Large Accelerated Filer ☑
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Accelerated Filer ☐
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Non-accelerated Filer ☐
(Do not check if a smaller reporting company)
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Smaller Reporting Company ☐
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PART I
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Page No.
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Item 16.
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||
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•
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U.S. Foodservice Operations - primarily includes U.S. Broadline operations, which distribute a full line of food products, including custom-cut meat, seafood, specialty produce, specialty imports and a wide variety of non-food products;
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•
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International Foodservice Operations - includes operations in the Americas and Europe, which distribute a full line of food products and a wide variety of non-food products. The Americas primarily consists of operations in Canada, Bahamas, Mexico, Costa Rica and Panama, as well as our operations that distribute to international customers. Our European operations primarily consist of operations in the United Kingdom (U.K.), France, Ireland and Sweden;
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•
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SYGMA - our U.S. customized distribution subsidiary; and
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•
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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.
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•
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a full line of frozen foods, such as meats, seafood, fully prepared entrées, fruits, vegetables and desserts;
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•
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a full line of canned and dry foods;
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•
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fresh meats and seafood;
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•
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dairy products;
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•
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beverage products;
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•
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imported specialties; and
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•
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fresh produce.
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•
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paper products such as disposable napkins, plates and cups;
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•
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tableware such as china and silverware;
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•
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cookware such as pots, pans and utensils;
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•
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restaurant and kitchen equipment and supplies; and
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•
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cleaning supplies.
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Principal product categories
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2018
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2017
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2016
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|||
Fresh and frozen meats
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20
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%
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19
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%
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20
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%
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Canned and dry products
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17
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16
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17
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Frozen fruits, vegetables, bakery and other
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15
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15
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13
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Poultry
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10
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11
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11
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Dairy products
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10
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11
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11
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Fresh produce
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8
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8
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8
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Paper and disposables
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7
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6
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7
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Seafood
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6
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6
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5
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Beverage products
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3
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4
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4
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Janitorial products
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2
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2
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2
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Equipment and smallwares
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1
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1
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1
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Medical supplies
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1
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1
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1
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Totals
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100
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%
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100
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%
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100
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%
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Type of Customer
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2018
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2017
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2016
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|||
Restaurants
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62
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%
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61
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%
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63
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%
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Healthcare
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9
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9
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9
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Education, government
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8
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9
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8
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Travel, leisure, retail
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8
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9
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8
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Other
(1)
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13
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12
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12
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Totals
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100
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%
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100
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%
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100
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%
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(1)
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Other includes cafeterias that are not stand alone restaurants, bakeries, caterers, churches, civic and fraternal organizations, vending distributors, other distributors and international exports. None of these types of customers, as a group, exceeded
5%
of total sales in any of the years for which information is presented.
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•
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Unfavorable conditions can depress sales and/or gross margins in a given market.
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•
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Food cost and fuel cost inflation experienced by the consumer can lead to reductions in the frequency of dining out and the amount spent by consumers for food-away-from-home purchases, which could negatively impact our business by reducing demand for our products.
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•
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Heightened uncertainty in the financial markets negatively affects consumer confidence and discretionary spending, which can cause disruptions with our customers and suppliers.
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•
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Liquidity issues and the inability of our customers to consistently access credit markets to obtain cash to support their operations can cause temporary interruptions in our ability to conduct day-to-day transactions involving the collection of funds from such customers.
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•
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Liquidity issues and the inability of our suppliers to consistently access credit markets to obtain cash to support their operations can cause temporary interruptions in our ability to obtain the foodservice products and supplies needed by us in the quantities and at the prices requested.
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•
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the discharge of pollutants into the air, soil, and water;
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•
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the management and disposal of solid and hazardous materials and wastes;
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•
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employee exposure to hazards in the workplace; and
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•
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the investigation and remediation of contamination resulting from releases of petroleum products and other regulated materials.
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•
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limiting our ability to obtain additional financing, if needed, for working capital, capital expenditures, acquisitions, debt service requirements or other purposes;
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•
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increasing our vulnerability to adverse economic, industry or competitive developments;
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•
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limiting our flexibility in planning for, or reacting to, changes in our business and our industry; and
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•
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placing us at a competitive disadvantage compared to our competitors that have less debt.
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Location
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Number of Facilities
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Square Feet
(in thousands)
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Segment Served
(1)
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Bahamas
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1
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200
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I
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Canada
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34
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4,412
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I, O
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Costa Rica
(2)
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2
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268
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I
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France
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38
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1,192
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I
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Ireland and Northern Ireland
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4
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371
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I
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Mexico
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6
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294
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I
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Panama
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1
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44
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I
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Spain
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2
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26
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I
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Sweden
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9
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788
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I
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United Kingdom
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68
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2,828
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I, O
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United States and its territories
(3)
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167
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38,537
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U, I, S, O
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Totals
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332
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48,960
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(1)
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Segments served include U.S. Foodservice (U), International Foodservice (I), SYGMA (S), and Other (O).
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(2)
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Costa Rica facility count does not include 15 cash and carry locations.
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(3)
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Florida, California, and Texas account for
19
,
18
, and
14
, respectively, of the facilities located in the U.S.
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ISSUER PURCHASES OF EQUITY SECURITIES
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||||||||||||
Period
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(a) Total Number of Shares Purchased
(1)
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(b) Average Price Paid per Share
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(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
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|||||
Month #1
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April 1 – April 28
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309,951
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$
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60.65
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309,951
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—
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Month #2
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April 29 – May 26
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346,365
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63.33
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346,365
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—
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Month #3
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|||||
May 27 – June 30
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413,197
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66.07
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411,692
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—
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Totals
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1,069,513
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$
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63.61
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1,068,008
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—
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(1)
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The total number of shares purchased includes
0
,
0
, and
1,505
shares tendered by individuals in connection with stock option exercises in month #1, month #2, and month #3, respectively. All other shares were purchased pursuant to the publicly announced program described below.
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6/29/2013
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6/28/2014
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6/27/2015
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7/2/2016
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7/1/2017
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6/30/2018
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Sysco Corporation
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$100
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$115
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$120
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$164
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$166
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$231
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S&P 500
|
|
100
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|
125
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|
136
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|
140
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|
164
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|
188
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S&P 500 Food/Staple Retail Index
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|
100
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|
120
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|
143
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|
145
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|
141
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|
152
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Fiscal Year
|
||||||||||||||||||
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2018
(1)
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2017
(1)
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2016
(1)(2)
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2015
(1)
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2014
(1)
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(In thousands except for per share data)
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||||||||||||||||||
Sales
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$
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58,727,324
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$
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55,371,139
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$
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50,366,919
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|
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$
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48,680,752
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$
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46,516,712
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||||||||||
Operating income
|
2,328,974
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2,053,171
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1,850,500
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1,229,362
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1,587,122
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|||||
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|
||||||||||
Earnings before income taxes
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1,956,224
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|
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1,766,230
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1,433,007
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|
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1,008,147
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|
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1,475,624
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|||||
Income taxes
|
525,458
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|
|
623,727
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|
|
483,385
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|
|
321,374
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|
|
544,091
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|
|||||
Net earnings
|
$
|
1,430,766
|
|
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$
|
1,142,503
|
|
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$
|
949,622
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|
|
$
|
686,773
|
|
|
$
|
931,533
|
|
|
|
|
|
|
|
|
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|
||||||||||
Net earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share
|
$
|
2.74
|
|
|
$
|
2.10
|
|
|
$
|
1.66
|
|
|
$
|
1.16
|
|
|
$
|
1.59
|
|
Diluted earnings per share
|
2.70
|
|
|
2.08
|
|
|
1.64
|
|
|
1.15
|
|
|
1.58
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per share
|
$
|
1.41
|
|
|
$
|
1.30
|
|
|
$
|
1.23
|
|
|
$
|
1.19
|
|
|
$
|
1.15
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
18,070,404
|
|
|
$
|
17,756,655
|
|
|
$
|
16,721,804
|
|
|
$
|
17,989,281
|
|
|
$
|
13,141,113
|
|
Capital expenditures
|
687,815
|
|
|
686,378
|
|
|
527,346
|
|
|
542,830
|
|
|
523,206
|
|
|||||
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|
||||||||||
Current maturities of long-term debt
(3)
|
$
|
782,329
|
|
|
$
|
530,075
|
|
|
$
|
8,909
|
|
|
$
|
4,979,301
|
|
|
$
|
304,777
|
|
Long-term debt
|
7,540,765
|
|
|
7,660,877
|
|
|
7,336,930
|
|
|
2,271,825
|
|
|
2,357,330
|
|
|||||
Total long-term debt
|
8,323,094
|
|
|
8,190,952
|
|
|
7,345,839
|
|
|
7,251,126
|
|
|
2,662,107
|
|
|||||
Shareholders’ equity
|
2,506,957
|
|
|
2,381,516
|
|
|
3,479,608
|
|
|
5,260,224
|
|
|
5,266,695
|
|
|||||
Total capitalization
|
$
|
10,830,051
|
|
|
$
|
10,572,468
|
|
|
$
|
10,825,447
|
|
|
$
|
12,511,350
|
|
|
$
|
7,928,802
|
|
Ratio of long-term debt to
capitalization
(3)
|
76.9
|
%
|
|
77.5
|
%
|
|
67.9
|
%
|
|
58.0
|
%
|
|
33.6
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Supplemental Information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2019 expected retroactive impact to other income (expense), historically included in operating expense
(4)
|
$
|
15,003
|
|
|
$
|
(1,294
|
)
|
|
$
|
8,935
|
|
|
$
|
26,522
|
|
|
$
|
4,887
|
|
(1)
|
Our results of operations are impacted by Certain Items that have resulted in reduced earnings on a GAAP basis. See “Non-GAAP Reconciliations,” within Management’s Discussion and Analysis of Financial Condition and Results of Operations, for a description of these items and our results on an adjusted basis that exclude Certain Items.
|
(2)
|
Sysco’s fiscal year ends on the Saturday nearest to June 30
th
. This resulted in a 53-week year ending July 2, 2016 for fiscal 2016.
|
(3)
|
Specific to fiscal 2015, our current maturities of long-term debt included senior notes issued for the proposed merger with US Foods that were required to be redeemed due to the termination of the merger agreement. We redeemed these notes in July
2015
.
|
(4)
|
In the first quarter of fiscal 2019, Sysco will adopt Accounting Standards Update 2017-07 requiring that an employer report all of the components except the service cost component of pension and postretirement benefits outside of operating income. This will be applied retroactively. As a result, the company expects to report amounts for net periodic income (expense) in other income (expense) that were previously included in operating expense.
|
•
|
U.S. Foodservice Operations - primarily includes U.S. Broadline operations, which distribute a full line of food products, including custom-cut meat, seafood, specialty produce, specialty imports and a wide variety of non-food products;
|
•
|
International Foodservice Operations - includes operations in the Americas and Europe, which distribute a full line of food products and a wide variety of non-food products. The Americas primarily consists of operations in Canada, Bahamas, Mexico, Costa Rica and Panama, as well as our operations that distribute to international customers. Our European operations primarily consist of operations in the United Kingdom (U.K.), France, Ireland and Sweden;
|
•
|
SYGMA - our U.S. 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.
|
•
|
Sales:
|
◦
|
increased
6.1%
, or
$3.4 billion
, to
$58.7 billion
;
|
•
|
Operating income:
|
◦
|
increased
13.4%
, or
$275.8 million
, to
$2.3 billion
;
|
◦
|
adjusted operating income
increased
8.4%
, or
$196.5 million
, to
$2.5 billion
;
|
•
|
Net earnings:
|
◦
|
increased
25.2%
, or
$288.3 million
, to
$1.4 billion
;
|
◦
|
adjusted net earnings
increased
22.1%
, or
$300.8 million
, to
$1.7 billion
;
|
•
|
Basic earnings per share:
|
◦
|
increase
d
30.5%
, or
$0.64
, to
$2.74
from the comparable prior year amount of
$2.10
per share;
|
•
|
Diluted earnings per share:
|
◦
|
increased
29.8%
, or
$0.62
, to
$2.70
from the comparable prior year amount of
$2.08
per share; and
|
◦
|
adjusted diluted earnings per share were
$3.14
in fiscal
2018
, a
26.6%
increase
from the comparable prior year amount of
$2.48
per share.
|
|
3-year Plan Target
|
|
2018
|
|
2015
|
|
3-year Plan Change $ Results
|
|
CAGR
|
GAAP:
|
|
|
|
|
|
|
|
|
|
Sales
|
N/A
|
|
$58.7 billion
|
|
$48.7 billion
|
|
$10.0 billion
|
|
|
Gross profit
|
N/A
|
|
$11.1 billion
|
|
$8.6 billion
|
|
$2.5 billion
|
|
9.0%
|
Operating expense
|
N/A
|
|
$8.8 billion
|
|
$7.3 billion
|
|
$1.4 billion
|
|
6.1%
|
Operating Income
|
N/A
|
|
$2.3 billion
|
|
$1.2 billion
|
|
$1.1 billion
|
|
23.7%
|
ROIC
|
N/A
|
|
13.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Results (Non-GAAP)
(1)
:
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
$53.1 billion
|
|
$48.7 billion
|
|
$4.4 billion
|
|
|
Gross profit
|
4.0% CAGR
|
|
$9.7 billion
|
|
$8.6 billion
|
|
$1.1 billion
|
|
4.2%
|
Operating expense
|
3.0% CAGR
|
|
$7.2 billion
|
|
$6.8 billion
|
|
$463.0 million
|
|
2.2%
|
Operating Income
|
$600 - $650 million
|
|
$2.5 billion
|
|
$1.8 billion
|
|
$665.1 million
|
|
11.1%
|
ROIC
|
15.0%
|
|
20.2%
|
|
|
|
|
|
|
(1)
|
Adjusted financial results used to measure the progress on Sysco’s initial three-year plan exclude certain items, which primarily include restructuring, acquisition-related costs, loss on debt extinguishment, tax benefits from a retirement plan contribution, the impact of repatriating certain international earnings, and certain impacts of tax law changes, and also exclude the results of the Brakes Group.
|
•
|
Reaching
$650 million
to
$700 million
of adjusted operating income growth as compared to fiscal 2017;
|
•
|
Growing earnings per share faster than operating income; and
|
•
|
Achieving 16% in adjusted return on invested capital improvement for existing businesses.
|
|
2018
|
|
2017
|
|
2016
|
|||
Sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
81.1
|
|
|
80.9
|
|
|
82.1
|
|
Gross profit
|
18.9
|
|
|
19.1
|
|
|
17.9
|
|
Operating expenses
|
14.9
|
|
|
15.4
|
|
|
14.3
|
|
Operating income
|
4.0
|
|
|
3.7
|
|
|
3.7
|
|
Interest expense
|
0.7
|
|
|
0.5
|
|
|
0.6
|
|
Other expense (income), net
|
—
|
|
|
—
|
|
|
0.2
|
|
Earnings before income taxes
|
3.3
|
|
|
3.2
|
|
|
2.8
|
|
Income taxes
|
0.9
|
|
|
1.1
|
|
|
1.0
|
|
Net earnings
|
2.4
|
%
|
|
2.1
|
%
|
|
1.9
|
%
|
|
2018
|
|
2017
|
||
Sales
|
6.1
|
%
|
|
9.9
|
%
|
Cost of sales
|
6.3
|
|
|
8.4
|
|
Gross profit
|
5.0
|
|
|
16.8
|
|
Operating expenses
|
3.0
|
|
|
18.3
|
|
Operating income
|
13.4
|
|
|
11.0
|
|
Interest expense
|
30.6
|
|
|
(1.1
|
)
|
Other expense (income), net
(1)
|
42.6
|
|
|
(114.3
|
)
|
Earnings before income taxes
|
10.8
|
|
|
23.3
|
|
Income taxes
|
(15.8
|
)
|
|
29.0
|
|
Net earnings
|
25.2
|
%
|
|
20.3
|
%
|
Basic earnings per share
|
30.5
|
%
|
|
26.5
|
%
|
Diluted earnings per share
|
29.8
|
|
|
26.8
|
|
Average shares outstanding
|
(3.8
|
)
|
|
(5.2
|
)
|
Diluted shares outstanding
|
(3.5
|
)
|
|
(5.0
|
)
|
(1)
|
Other expense (income), net was income of
$22.7 million
in fiscal
2018
and income of
$15.9 million
in fiscal
2017
.
|
|
52-Week Period Ended Jun. 30, 2018
|
||||||||||||||||||||||
|
U.S. Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Corporate
|
|
Consolidated
Totals |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Sales
|
$
|
39,642,263
|
|
|
$
|
11,518,565
|
|
|
$
|
6,557,033
|
|
|
$
|
1,009,463
|
|
|
$
|
—
|
|
|
$
|
58,727,324
|
|
Sales increase (decrease)
|
5.4
|
%
|
|
8.5
|
%
|
|
6.1
|
%
|
|
3.6
|
%
|
|
|
|
6.1
|
%
|
|||||||
Percentage of total
|
67.5
|
%
|
|
19.6
|
%
|
|
11.2
|
%
|
|
1.7
|
%
|
|
|
|
100.0
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
$
|
3,051,991
|
|
|
$
|
193,240
|
|
|
$
|
24,318
|
|
|
$
|
39,485
|
|
|
$
|
(980,060
|
)
|
|
$
|
2,328,974
|
|
Operating income increase (decrease)
|
5.5
|
%
|
|
(20.5
|
)%
|
|
4.4
|
%
|
|
30.7
|
%
|
|
|
|
13.4
|
%
|
|||||||
Percentage of total segments
|
92.2
|
%
|
|
5.8
|
%
|
|
0.7
|
%
|
|
1.2
|
%
|
|
|
|
100.0
|
%
|
|||||||
Operating income as a percentage of sales
|
7.7
|
%
|
|
1.7
|
%
|
|
0.4
|
%
|
|
3.9
|
%
|
|
|
|
4.0
|
%
|
|
52-Week Period Ended Jul. 1, 2017
|
||||||||||||||||||||||
|
U.S. Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Corporate
|
|
Consolidated
Totals |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Sales
|
$
|
37,604,698
|
|
|
$
|
10,613,059
|
|
|
$
|
6,178,909
|
|
|
$
|
974,473
|
|
|
$
|
—
|
|
|
$
|
55,371,139
|
|
Sales increase (decrease)
|
(0.5
|
)%
|
|
95.2
|
%
|
|
1.3
|
%
|
|
(7.4
|
)%
|
|
|
|
9.9
|
%
|
|||||||
Percentage of total
|
67.9
|
%
|
|
19.2
|
%
|
|
11.2
|
%
|
|
1.7
|
%
|
|
|
|
100.0
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
$
|
2,891,612
|
|
|
$
|
243,116
|
|
|
$
|
23,299
|
|
|
$
|
30,218
|
|
|
$
|
(1,135,074
|
)
|
|
$
|
2,053,171
|
|
Operating income increase (decrease)
|
4.3
|
%
|
|
37.2
|
%
|
|
(15.2
|
)%
|
|
(7.3
|
)%
|
|
|
|
11.0
|
%
|
|||||||
Percentage of total segments
|
90.7
|
%
|
|
7.6
|
%
|
|
0.7
|
%
|
|
0.9
|
%
|
|
|
|
100.0
|
%
|
|||||||
Operating income as a percentage of sales
|
7.7
|
%
|
|
2.3
|
%
|
|
0.4
|
%
|
|
3.1
|
%
|
|
|
|
3.7
|
%
|
|
53-Week Period Ended Jul. 2, 2016
|
||||||||||||||||||||||
|
U.S. Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Corporate
|
|
Consolidated
Totals |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Sales
|
$
|
37,776,443
|
|
|
$
|
5,436,209
|
|
|
$
|
6,102,328
|
|
|
$
|
1,051,939
|
|
|
$
|
—
|
|
|
$
|
50,366,919
|
|
Percentage of total
|
75.0
|
%
|
|
10.8
|
%
|
|
12.1
|
%
|
|
2.1
|
%
|
|
|
|
100.0
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
$
|
2,771,932
|
|
|
$
|
177,159
|
|
|
$
|
27,469
|
|
|
$
|
32,586
|
|
|
$
|
(1,158,646
|
)
|
|
$
|
1,850,500
|
|
Percentage of total segments
|
92.1
|
%
|
|
5.9
|
%
|
|
0.9
|
%
|
|
1.1
|
%
|
|
|
|
100.0
|
%
|
|||||||
Operating income as a percentage of sales
|
7.3
|
%
|
|
3.3
|
%
|
|
0.5
|
%
|
|
3.1
|
%
|
|
|
|
3.7
|
%
|
|
2018
|
|
2017
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Sales
|
$
|
39,642,263
|
|
|
$
|
37,604,698
|
|
|
$
|
2,037,565
|
|
|
5.4
|
%
|
Gross profit
|
7,900,276
|
|
|
7,556,392
|
|
|
343,884
|
|
|
4.6
|
|
|||
Operating expenses
|
4,848,285
|
|
|
4,664,780
|
|
|
183,505
|
|
|
3.9
|
|
|||
Operating income
|
$
|
3,051,991
|
|
|
$
|
2,891,612
|
|
|
$
|
160,379
|
|
|
5.5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
$
|
7,900,276
|
|
|
$
|
7,556,392
|
|
|
$
|
343,884
|
|
|
4.6
|
%
|
Adjusted operating expenses (Non-GAAP)
|
4,846,585
|
|
|
4,628,710
|
|
|
217,875
|
|
|
4.7
|
|
|||
Adjusted operating income (Non-GAAP)
|
$
|
3,053,691
|
|
|
$
|
2,927,682
|
|
|
$
|
126,009
|
|
|
4.3
|
%
|
|
2017
|
|
2016
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Sales
|
$
|
37,604,698
|
|
|
$
|
37,776,443
|
|
|
$
|
(171,745
|
)
|
|
(0.5
|
)%
|
Gross profit
|
7,556,392
|
|
|
7,413,436
|
|
|
142,956
|
|
|
1.9
|
|
|||
Operating expenses
|
4,664,780
|
|
|
4,641,504
|
|
|
23,276
|
|
|
0.5
|
|
|||
Operating income
|
$
|
2,891,612
|
|
|
$
|
2,771,932
|
|
|
$
|
119,680
|
|
|
4.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
$
|
7,556,392
|
|
|
$
|
7,266,692
|
|
|
$
|
289,700
|
|
|
4.0
|
%
|
Adjusted operating expenses (Non-GAAP)
|
4,628,710
|
|
|
4,549,830
|
|
|
78,880
|
|
|
1.7
|
|
|||
Adjusted operating income (Non-GAAP)
|
$
|
2,927,682
|
|
|
$
|
2,716,862
|
|
|
$
|
210,820
|
|
|
7.8
|
%
|
|
Increase (Decrease)
|
|
Increase (Decrease)
|
||||||||||
|
2018
|
|
2017
|
||||||||||
|
(In millions)
|
||||||||||||
Cause of change
|
Percentage
|
|
Dollars
|
|
Percentage
|
|
Dollars
|
||||||
Case volume
|
2.0
|
%
|
|
$
|
756.8
|
|
|
1.0
|
%
|
|
$
|
377.7
|
|
Inflation (deflation)
|
2.9
|
|
|
1,096.4
|
|
|
(0.4
|
)
|
|
(134.6
|
)
|
||
Acquisitions
|
0.8
|
|
|
300.6
|
|
|
0.3
|
|
|
100.7
|
|
||
Other
(1)
|
(0.3
|
)
|
|
(116.2
|
)
|
|
(1.4
|
)
|
|
(515.5
|
)
|
||
Total sales increase
|
5.4
|
%
|
|
$
|
2,037.6
|
|
|
(0.5
|
)%
|
|
$
|
(171.7
|
)
|
(1)
|
Case volume excludes the volume impact from our custom-cut meat and seafood companies that do not measure volume in cases. Any impact in volumes from these operations are included within "Other."
|
|
2018
|
|
2017
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Sales
|
$
|
11,518,565
|
|
|
$
|
10,613,059
|
|
|
$
|
905,506
|
|
|
8.5
|
%
|
Gross profit
|
2,436,968
|
|
|
2,275,819
|
|
|
161,149
|
|
|
7.1
|
|
|||
Operating expenses
|
2,243,728
|
|
|
2,032,703
|
|
|
211,025
|
|
|
10.4
|
|
|||
Operating income
|
$
|
193,240
|
|
|
$
|
243,116
|
|
|
$
|
(49,876
|
)
|
|
(20.5
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
$
|
2,436,968
|
|
|
$
|
2,275,819
|
|
|
$
|
161,149
|
|
|
7.1
|
%
|
Adjusted operating expenses (Non-GAAP)
|
2,117,057
|
|
|
1,929,350
|
|
|
187,707
|
|
|
9.7
|
|
|||
Adjusted operating income (Non-GAAP)
|
$
|
319,911
|
|
|
$
|
346,469
|
|
|
$
|
(26,558
|
)
|
|
(7.7
|
)%
|
|
2017
|
|
2016
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Sales
|
$
|
10,613,059
|
|
|
$
|
5,436,209
|
|
|
$
|
5,176,850
|
|
|
95.2
|
%
|
Gross profit
|
2,275,819
|
|
|
938,942
|
|
|
1,336,877
|
|
|
142.4
|
|
|||
Operating expenses
|
2,032,703
|
|
|
761,783
|
|
|
1,270,920
|
|
|
166.8
|
|
|||
Operating income
|
$
|
243,116
|
|
|
$
|
177,159
|
|
|
$
|
65,957
|
|
|
37.2
|
%
|
|
|
|
|
|
|
|
|
|||||||
Adjusted gross profit (Non-GAAP)
(1)
|
$
|
941,967
|
|
|
$
|
920,256
|
|
|
$
|
21,711
|
|
|
2.4
|
%
|
Adjusted operating expenses (Non-GAAP)
(1)
|
738,555
|
|
|
738,210
|
|
|
345
|
|
|
—
|
|
|||
Adjusted operating income (Non-GAAP)
(1)
|
$
|
203,412
|
|
|
$
|
182,046
|
|
|
$
|
21,366
|
|
|
11.7
|
%
|
|
Increase (Decrease)
|
|
Increase (Decrease)
|
||||||||||
|
2018
|
|
2017
|
||||||||||
|
(In millions)
|
||||||||||||
Cause of change
|
Percentage
|
|
Dollars
|
|
Percentage
|
|
Dollars
|
||||||
Inflation
|
3.9
|
%
|
|
$
|
417.6
|
|
|
—
|
%
|
|
$
|
—
|
|
Acquisitions
(1)
|
0.5
|
|
|
50.9
|
|
|
99.0
|
|
|
5,273.8
|
|
||
Foreign currency
|
5.1
|
|
|
537.2
|
|
|
(0.7
|
)
|
|
(38.5
|
)
|
||
Other
(2)
|
(0.9
|
)
|
|
(100.2
|
)
|
|
(3.1
|
)
|
|
(58.4
|
)
|
||
Total sales increase
|
8.6
|
%
|
|
$
|
905.5
|
|
|
95.2
|
%
|
|
$
|
5,176.9
|
|
(1)
|
The impact of the Brakes Acquisition is included within this line only for fiscal 2017.
|
(2)
|
The impact of volumes as a component of sales growth from international operations are included within "Other." Volume in our foreign operations includes volume metrics that differ from country to country and cannot be aggregated on a consistent comparable basis.
|
|
2018
|
|
2017
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands, except for share and per share data)
|
|||||||||||||
Operating expenses (GAAP)
|
$
|
8,756,417
|
|
|
$
|
8,504,336
|
|
|
$
|
252,081
|
|
|
3.0
|
%
|
Impact of MEPP charge
|
(1,700
|
)
|
|
(35,600
|
)
|
|
33,900
|
|
|
(95.2
|
)
|
|||
Impact of restructuring costs
(1)
|
(109,524
|
)
|
|
(161,011
|
)
|
|
51,487
|
|
|
(32.0
|
)
|
|||
Impact of acquisition-related costs
(2)
|
(108,136
|
)
|
|
(102,049
|
)
|
|
(6,087
|
)
|
|
6.0
|
|
|||
Operating expenses adjusted for Certain Items (Non-GAAP)
|
$
|
8,537,057
|
|
|
$
|
8,205,676
|
|
|
$
|
331,381
|
|
|
4.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
2,328,974
|
|
|
$
|
2,053,171
|
|
|
$
|
275,803
|
|
|
13.4
|
%
|
Impact of MEPP charge
|
1,700
|
|
|
35,600
|
|
|
(33,900
|
)
|
|
(95.2
|
)
|
|||
Impact of restructuring costs
(1)
|
109,524
|
|
|
161,011
|
|
|
(51,487
|
)
|
|
(32.0
|
)
|
|||
Impact of acquisition-related costs
(2)
|
108,136
|
|
|
102,049
|
|
|
6,087
|
|
|
6.0
|
|
|||
Operating income adjusted for Certain Items (Non-GAAP)
|
$
|
2,548,334
|
|
|
$
|
2,351,831
|
|
|
$
|
196,503
|
|
|
8.4
|
%
|
|
|
|
|
|
|
|
|
|||||||
Interest expense (GAAP)
|
$
|
395,483
|
|
|
$
|
302,878
|
|
|
$
|
92,605
|
|
|
30.6
|
%
|
Impact of loss on extinguishment of debt
|
(53,104
|
)
|
|
—
|
|
|
(53,104
|
)
|
|
NM
|
|
|||
Interest expense adjusted for Certain Items (Non-GAAP)
|
$
|
342,379
|
|
|
$
|
302,878
|
|
|
$
|
39,501
|
|
|
13.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
Net earnings (GAAP)
|
$
|
1,430,766
|
|
|
$
|
1,142,503
|
|
|
$
|
288,263
|
|
|
25.2
|
%
|
Impact of MEPP charge
|
1,700
|
|
|
35,600
|
|
|
(33,900
|
)
|
|
(95.2
|
)
|
|||
Impact of restructuring costs
(1)
|
109,524
|
|
|
161,011
|
|
|
(51,487
|
)
|
|
(32.0
|
)
|
|||
Impact of acquisition-related costs
(2)
|
108,136
|
|
|
102,049
|
|
|
6,087
|
|
|
6.0
|
|
|||
Impact of loss on extinguishment of debt
|
53,104
|
|
|
—
|
|
|
53,104
|
|
|
NM
|
|
|||
Tax impact of MEPP charge
|
(573
|
)
|
|
(11,903
|
)
|
|
11,330
|
|
|
(95.2
|
)
|
|||
Tax impact of restructuring costs
(5)
|
(34,024
|
)
|
|
(51,184
|
)
|
|
17,160
|
|
|
(33.5
|
)
|
|||
Tax impact of acquisition-related costs
(5)
|
(26,172
|
)
|
|
(19,003
|
)
|
|
(7,169
|
)
|
|
37.7
|
|
|||
Tax impact of loss on extinguishment of debt
|
(18,225
|
)
|
|
—
|
|
|
(18,225
|
)
|
|
NM
|
|
|||
Tax impact of U.S. Retirement Plan contribution
|
(44,424
|
)
|
|
—
|
|
|
(44,424
|
)
|
|
NM
|
|
|||
Impact of US transition tax
|
80,000
|
|
|
—
|
|
|
80,000
|
|
|
NM
|
|
|||
Impact of US balance sheet remeasurement from tax law change
|
(14,477
|
)
|
|
—
|
|
|
(14,477
|
)
|
|
NM
|
|
|||
Impact of France, U.K. and Sweden tax law changes
|
(9,706
|
)
|
|
—
|
|
|
(9,706
|
)
|
|
NM
|
|
|||
Impact of repatriation of certain international earnings
(4)
|
24,208
|
|
|
—
|
|
|
24,208
|
|
|
NM
|
|
|||
Net earnings adjusted for Certain Items (Non-GAAP)
|
$
|
1,659,837
|
|
|
$
|
1,359,073
|
|
|
$
|
300,764
|
|
|
22.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share (GAAP)
|
$
|
2.70
|
|
|
$
|
2.08
|
|
|
$
|
0.62
|
|
|
29.8
|
%
|
Impact of MEPP charge
|
—
|
|
|
0.06
|
|
|
(0.06
|
)
|
|
NM
|
|
|||
Impact of restructuring costs
(1)
|
0.21
|
|
|
0.29
|
|
|
(0.08
|
)
|
|
(27.6
|
)
|
|||
Impact of acquisition-related costs
(2)
|
0.20
|
|
|
0.19
|
|
|
0.01
|
|
|
5.3
|
|
|||
Impact of loss on extinguishment of debt
|
0.10
|
|
|
—
|
|
|
0.10
|
|
|
NM
|
|
|||
Tax impact of MEPP charge
(3)
|
—
|
|
|
(0.02
|
)
|
|
0.02
|
|
|
NM
|
|
|||
Tax impact of restructuring costs
(3)
|
(0.06
|
)
|
|
(0.09
|
)
|
|
0.03
|
|
|
(33.3
|
)
|
|||
Tax impact of acquisition-related costs
(3)
|
(0.05
|
)
|
|
(0.03
|
)
|
|
(0.02
|
)
|
|
66.7
|
|
|||
Tax impact of loss on extinguishment of debt
|
(0.03
|
)
|
|
—
|
|
|
(0.03
|
)
|
|
NM
|
|
|||
Tax impact of U.S. Retirement Plan contribution
|
(0.08
|
)
|
|
—
|
|
|
(0.08
|
)
|
|
NM
|
|
|||
Impact of US transition tax
|
0.15
|
|
|
—
|
|
|
0.15
|
|
|
NM
|
|
|
2018
|
|
2017
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands, except for share and per share data)
|
|||||||||||||
Impact of US balance sheet remeasurement from tax law change
|
(0.03
|
)
|
|
—
|
|
|
(0.03
|
)
|
|
NM
|
|
|||
Impact of France, U.K. and Sweden tax law changes
|
(0.02
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
NM
|
|
|||
Impact of repatriation of certain international earnings
(4)
|
0.05
|
|
|
—
|
|
|
0.05
|
|
|
NM
|
|
|||
Diluted EPS adjusted for Certain Items (Non-GAAP)
(5)
|
$
|
3.14
|
|
|
$
|
2.48
|
|
|
$
|
0.66
|
|
|
26.6
|
%
|
(1)
|
Fiscal 2018 includes business technology transformation initiative costs, restructuring expenses within our Brakes Group operations, professional fees on three-year financial objectives, severance charges related to restructuring, costs to convert to legacy systems in conjunction with our revised business technology strategy and facility closure charges. Fiscal
2017
includes
$111 million
in accelerated depreciation associated with our revised business technology strategy and
$46 million
related to restructuring expenses within our Brakes operations, costs to convert to legacy systems in conjunction with our revised business technology strategy, professional fees on 3-year financial objectives and severance charges.
|
(2)
|
Fiscal
2018
and fiscal
2017
include
$67 million
and
$76
million, respectively, related to intangible amortization expense from the Brakes Acquisition, which is included in the results of our Brakes Group operations, and
$18 million
and
$24
million in integration costs, respectively. Fiscal 2018 includes a
$14
million write-off for an intangible asset due to restructuring in France.
|
(3)
|
The tax impact of adjustments for Certain Items are calculated by multiplying the pretax impact of each Certain Item by the statutory rates in effect for each jurisdiction where the Certain Item was incurred. The Brakes Acquisition also resulted in non-recurring tax expense in fiscal 2017, primarily from non-deductible transaction costs.
|
(4)
|
Represents the expense from foreign withholding tax incurred obtained through the repatriation of certain international earnings, partially offset by tax credits.
|
(5)
|
Individual components of diluted earnings per share may not add to the total presented due to rounding. Total diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.
|
|
2017
|
|
2016
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands, except for share and per share data)
|
|||||||||||||
Sales (GAAP)
|
$
|
55,371,139
|
|
|
$
|
50,366,919
|
|
|
$
|
5,004,220
|
|
|
9.9
|
%
|
Impact of Brakes
|
(5,170,787
|
)
|
|
—
|
|
|
(5,170,787
|
)
|
|
NM
|
|
|||
Less 1 week fourth quarter sales
|
—
|
|
|
(974,849
|
)
|
|
974,849
|
|
|
NM
|
|
|||
Comparable sales using a 52 weeks basis and exclu
ding the impact of Brakes (Non-GAAP)
|
$
|
50,200,352
|
|
|
$
|
49,392,070
|
|
|
$
|
808,282
|
|
|
1.6
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross Profit (GAAP)
|
$
|
10,557,507
|
|
|
$
|
9,040,472
|
|
|
$
|
1,517,035
|
|
|
16.8
|
%
|
Impact of Brakes
|
(1,333,852
|
)
|
|
—
|
|
|
(1,333,852
|
)
|
|
NM
|
|
|||
Less 1 week fourth quarter gross profit
|
—
|
|
|
(178,774
|
)
|
|
178,774
|
|
|
NM
|
|
|||
Comparable gross profit using a 52 week basis and exclud
ing the impact of Brakes (Non-GAAP)
|
$
|
9,223,655
|
|
|
$
|
8,861,698
|
|
|
$
|
361,957
|
|
|
4.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross margin (GAAP)
|
19.1
|
%
|
|
17.9
|
%
|
|
|
|
112 bps
|
|
||||
Impact of Brakes
|
0.7
|
|
|
—
|
|
|
|
|
69 bps
|
|
||||
Less 1 week fourth quarter sales
|
—
|
|
|
—
|
|
|
|
|
-1 bps
|
|
||||
Gross margin using a 52 week basis
and excluding the impact of Brakes (Non-GAAP)
|
18.4
|
%
|
|
17.9
|
%
|
|
|
|
43 bps
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
8,504,336
|
|
|
$
|
7,189,972
|
|
|
$
|
1,314,364
|
|
|
18.3
|
%
|
Impact of MEPP charge
|
(35,600
|
)
|
|
—
|
|
|
(35,600
|
)
|
|
NM
|
|
|||
Impact of restructuring costs
(1)
|
(161,011
|
)
|
|
(123,134
|
)
|
|
(37,877
|
)
|
|
30.8
|
|
|||
Impact of acquisition-related costs
(2)
|
(102,049
|
)
|
|
(35,614
|
)
|
|
(66,435
|
)
|
|
NM
|
|
|||
Operating expenses adjusted for Certain Items (Non-GAAP)
|
$
|
8,205,676
|
|
|
$
|
7,031,224
|
|
|
$
|
1,174,452
|
|
|
16.7
|
%
|
|
2017
|
|
2016
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands, except for share and per share data)
|
|||||||||||||
Impact of Brakes
|
$
|
(1,282,800
|
)
|
|
$
|
—
|
|
|
$
|
(1,282,800
|
)
|
|
NM
|
|
Impact of Brakes restructuring costs
(3)
|
13,732
|
|
|
—
|
|
|
13,732
|
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
(2)
|
78,273
|
|
|
—
|
|
|
78,273
|
|
|
NM
|
|
|||
Less 1 week fourth quarter operating expens
e
|
—
|
|
|
(133,899
|
)
|
|
133,899
|
|
|
NM
|
|
|||
Operating expenses adjusted for Certain Items, extra week and excluding
the impact of Brakes (Non-GAAP)
|
$
|
7,014,881
|
|
|
$
|
6,897,325
|
|
|
$
|
117,556
|
|
|
1.7
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
2,053,171
|
|
|
$
|
1,850,500
|
|
|
$
|
202,671
|
|
|
11.0
|
%
|
Impact of MEPP charge
|
35,600
|
|
|
—
|
|
|
35,600
|
|
|
NM
|
|
|||
Impact of restructuring costs
(1)
|
161,011
|
|
|
123,134
|
|
|
37,877
|
|
|
30.8
|
|
|||
Impact of acquisition-related costs
(2)
|
102,049
|
|
|
35,614
|
|
|
66,435
|
|
|
NM
|
|
|||
Operating income adjusted for Certain Items (Non-GAAP)
|
$
|
2,351,831
|
|
|
$
|
2,009,248
|
|
|
$
|
342,583
|
|
|
17.1
|
%
|
Impact of Brakes
|
(51,053
|
)
|
|
—
|
|
|
(51,053
|
)
|
|
NM
|
|
|||
Impact of Brakes restructuring costs
(3)
|
(13,732
|
)
|
|
—
|
|
|
(13,732
|
)
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
(2)
|
(78,273
|
)
|
|
—
|
|
|
(78,273
|
)
|
|
NM
|
|
|||
Less 1 week fourth quarter operating income
|
—
|
|
|
(44,876
|
)
|
|
44,876
|
|
|
NM
|
|
|||
Operating income adjusted for Certain Items, extra week and excluding
the impact of Brakes (Non-GAAP)
|
$
|
2,208,773
|
|
|
$
|
1,964,372
|
|
|
$
|
244,401
|
|
|
12.4
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating margin (GAAP)
|
3.71
|
%
|
|
3.67
|
%
|
|
|
|
|
4 bps
|
|
|||
Operating margin excluding
Certain Items (Non-GAAP)
|
4.25
|
%
|
|
3.99
|
%
|
|
|
|
|
26 bps
|
|
|||
Operating margin excluding Certain Items, extra w
eek and Brakes (Non-GAAP)
|
4.40
|
%
|
|
3.98
|
%
|
|
|
|
|
42 bps
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Interest expense (GAAP)
|
$
|
302,878
|
|
|
$
|
306,146
|
|
|
$
|
(3,268
|
)
|
|
(1.1
|
)%
|
Impact of acquisition financing costs
(3)
|
—
|
|
|
(123,990
|
)
|
|
123,990
|
|
|
NM
|
|
|||
Interest expense adjusted for Certain Items (Non-GAAP)
|
$
|
302,878
|
|
|
$
|
182,156
|
|
|
$
|
120,722
|
|
|
66.3
|
%
|
Less 1 week fourth quarter other (income) expenses
|
—
|
|
|
(3,975
|
)
|
|
3,975
|
|
|
NM
|
|
|||
Interest expenses adjusted for Certain Items and extra week (Non-GAAP)
|
$
|
302,878
|
|
|
$
|
178,181
|
|
|
$
|
124,697
|
|
|
70.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
Other (income) expense (GAAP)
|
$
|
(15,937
|
)
|
|
$
|
111,347
|
|
|
$
|
(127,284
|
)
|
|
NM
|
|
Impact of foreign currency remeasurement and hedging
|
—
|
|
|
(146,950
|
)
|
|
146,950
|
|
|
NM
|
|
|||
Other (income) expense adjusted for Certain Items (Non-GAAP)
|
$
|
(15,937
|
)
|
|
$
|
(35,603
|
)
|
|
$
|
19,666
|
|
|
(55.2
|
)%
|
Less 1 week fourth quarter other (income) expense
|
—
|
|
|
403
|
|
|
(403
|
)
|
|
NM
|
|
|||
Other (income) expense adjusted for Certain Items, extra week and Brakes (N
on-GAAP)
|
$
|
(15,937
|
)
|
|
$
|
(35,200
|
)
|
|
$
|
19,263
|
|
|
(54.7
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Net earnings (GAAP)
|
$
|
1,142,503
|
|
|
$
|
949,622
|
|
|
$
|
192,881
|
|
|
20.3
|
%
|
Impact of MEPP charge
|
35,600
|
|
|
—
|
|
|
35,600
|
|
|
NM
|
|
|||
Impact of restructuring costs
(1)
|
161,011
|
|
|
123,134
|
|
|
37,877
|
|
|
30.8
|
|
|||
Impact of acquisition-related costs
(2)
|
102,049
|
|
|
35,614
|
|
|
66,435
|
|
|
NM
|
|
|||
Impact of acquisition financing costs
|
—
|
|
|
123,990
|
|
|
(123,990
|
)
|
|
NM
|
|
|||
Impact of foreign currency remeasurement and hedging
|
—
|
|
|
146,950
|
|
|
(146,950
|
)
|
|
NM
|
|
|||
Tax impact of MEPP charge
|
(11,903
|
)
|
|
—
|
|
|
(11,903
|
)
|
|
NM
|
|
|||
Tax impact of restructuring costs
(5)
|
(51,184
|
)
|
|
(47,333
|
)
|
|
(3,851
|
)
|
|
8.1
|
|
|||
Tax impact of acquisition-related costs
(5)
|
(19,003
|
)
|
|
(13,690
|
)
|
|
(5,313
|
)
|
|
38.8
|
|
|||
Tax impact of acquisition financing costs
(5)
|
—
|
|
|
(47,662
|
)
|
|
47,662
|
|
|
NM
|
|
|
2017
|
|
2016
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands, except for share and per share data)
|
|||||||||||||
Tax impact of foreign currency remeasurement and hedging
|
—
|
|
|
(56,488
|
)
|
|
56,488
|
|
|
NM
|
|
|||
Net earnings adjusted for Certain Items (Non-GAAP)
|
$
|
1,359,073
|
|
|
$
|
1,214,137
|
|
|
$
|
144,936
|
|
|
11.9
|
%
|
Impact of Brakes
|
(46,988
|
)
|
|
—
|
|
|
(46,988
|
)
|
|
NM
|
|
|||
Impact of Brakes restructuring costs
(3)
|
(11,794
|
)
|
|
—
|
|
|
(11,794
|
)
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
(2)
|
(67,221
|
)
|
|
—
|
|
|
(67,221
|
)
|
|
NM
|
|
|||
Impact of interest expense on debt issued for the Brakes acquisition
(6)
|
83,633
|
|
|
—
|
|
|
83,633
|
|
|
NM
|
|
|||
Tax impact of interest expense on debt issued for the Brakes acquisition
(5)
|
(33,880
|
)
|
|
—
|
|
|
(33,880
|
)
|
|
NM
|
|
|||
Less 1 week fourth quarter net earnings
|
—
|
|
|
(26,119
|
)
|
|
26,119
|
|
|
NM
|
|
|||
Net earnings adjusted for Certain Items, extra week and Brakes (N
on-GAAP)
|
$
|
1,282,823
|
|
|
$
|
1,188,018
|
|
|
$
|
94,805
|
|
|
8.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share (GAAP)
(1)
|
$
|
2.08
|
|
|
$
|
1.64
|
|
|
$
|
0.44
|
|
|
26.8
|
%
|
Impact of MEPP charge
|
0.06
|
|
|
—
|
|
|
0.06
|
|
|
NM
|
|
|||
Impact of restructuring costs
(1)
|
0.29
|
|
|
0.21
|
|
|
0.08
|
|
|
38.1
|
|
|||
Impact of acquisition-related costs
(2)
|
0.19
|
|
|
0.06
|
|
|
0.13
|
|
|
NM
|
|
|||
Impact of foreign currency remeasurement and hedging
|
—
|
|
|
0.25
|
|
|
(0.25
|
)
|
|
NM
|
|
|||
Impact of acquisition financing costs
(3)
|
—
|
|
|
0.21
|
|
|
(0.21
|
)
|
|
NM
|
|
|||
Tax impact of MEPP charge
|
(0.02
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
NM
|
|
|||
Tax impact of restructuring costs
(5)
|
(0.09
|
)
|
|
(0.08
|
)
|
|
(0.01
|
)
|
|
12.5
|
|
|||
Tax impact of acquisition-related costs
(5)
|
(0.03
|
)
|
|
(0.02
|
)
|
|
(0.01
|
)
|
|
50.0
|
|
|||
Tax impact of acquisition financing costs
(5)
|
—
|
|
|
(0.08
|
)
|
|
0.08
|
|
|
NM
|
|
|||
Tax impact of foreign currency remeasurement and hedging
|
—
|
|
|
(0.10
|
)
|
|
0.10
|
|
|
NM
|
|
|||
Diluted EPS adjusted for Certain Items (Non-GAAP)
(4)
|
$
|
2.48
|
|
|
$
|
2.10
|
|
|
$
|
0.38
|
|
|
18.1
|
%
|
Impact of Brakes
|
(0.09
|
)
|
|
—
|
|
|
(0.09
|
)
|
|
NM
|
|
|||
Impact of Brakes restructuring costs
(3)
|
(0.02
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
(2)
|
(0.12
|
)
|
|
—
|
|
|
(0.12
|
)
|
|
NM
|
|
|||
Impact of interest expense on debt issued for the Brakes acquisition
(6)
|
0.15
|
|
|
—
|
|
|
0.15
|
|
|
NM
|
|
|||
Tax impact of interest expense on debt issued for the Brakes acquisition
(5)
|
(0.06
|
)
|
|
—
|
|
|
(0.06
|
)
|
|
NM
|
|
|||
Total impact of Brakes Certain Items
|
$
|
(0.05
|
)
|
|
$
|
—
|
|
|
$
|
(0.05
|
)
|
|
NM
|
|
Total Brakes accretion (Non-GAAP)
|
(0.14
|
)
|
|
—
|
|
|
(0.14
|
)
|
|
NM
|
|
|||
Less 1 week impact of fourth quarter diluted earnings per share
|
—
|
|
|
(0.05
|
)
|
|
0.05
|
|
|
NM
|
|
|||
Diluted EPS adjusted for Certain Items, extra week
and Brakes (Non-GAAP)
(4)
|
$
|
2.34
|
|
|
$
|
2.06
|
|
|
$
|
0.29
|
|
|
13.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
Diluted EPS adjusted for Certain Items (Non-GAAP)
(4)
|
$
|
2.48
|
|
|
$
|
2.10
|
|
|
$
|
0.38
|
|
|
18.1
|
%
|
Less 1 week impact of fourth quarter diluted earnings per share
|
—
|
|
|
(0.05
|
)
|
|
0.05
|
|
|
NM
|
|
|||
Diluted EPS adjusted for Certain Items and extra week (Non-GAAP)
(4)
|
$
|
2.48
|
|
|
$
|
2.06
|
|
|
$
|
0.42
|
|
|
20.4
|
%
|
(1)
|
Fiscal
2017
includes
$111 million
in accelerated depreciation associated with our revised business technology strategy and
$46 million
related to professional fees on 3-year financial objectives, restructuring expenses within our Brakes Group operations, costs to convert to legacy systems in conjunction with our revised business technology strategy and severance charges related to restructuring.
|
(2)
|
Fiscal
2017
includes
$76 million
related to intangible amortization expense from the Brakes Acquisition, which is included in the results of the Brakes Group and
$24 million
in integration costs.
|
(3)
|
Includes Brakes Acquisition restructuring charges.
|
(4)
|
Individual components of diluted earnings per share may not add to the total presented due to rounding. Total diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.
|
(5)
|
The tax impact of adjustments for Certain Items are calculated by multiplying the pretax impact of each Certain Item by the statutory rates in effect for each jurisdiction where the Certain Item was incurred. The adjustments also include
$7 million
in non-deductible transaction costs and
$4 million
in other one-time costs related to the Brakes Acquisition.
|
(6)
|
Represents the expense from foreign withholding tax incurred obtained through the repatriation of certain international earnings, partially offset by tax credits.
|
(7)
|
Sysco Corporation issued debt to fund the Acquisition. The interest expense arising from the debt issued is attributed to the incremental impact of Brakes operating results, even though it is not a direct obligation of the Brakes Group and is not considered a Certain Item.
|
(1)
|
Includes Brakes Acquisition-related restructuring charges, facility closure charges and other severance charges related to restructuring.
|
(2)
|
Fiscal
2018
and fiscal
2017
include
$67 million
and
$76 million
, respectively, related to intangible amortization expense from the Brakes Acquisition, which is included in the results of the Brakes Group. Fiscal 2018 includes a
$14
million write-off for an intangible asset due to restructuring in France.
|
(3)
|
Fiscal
2018
includes business technology transformation initiative costs, professional fees on three-year financial objectives, severance charges related to restructuring, costs to convert to legacy systems in conjunction with our revised business technology strategy and facility closure charges. Fiscal
2017
includes
$111 million
in accelerated depreciation associated with our revised business technology strategy and
$46 million
related to restructuring expenses within our Brakes Group operations, costs to convert to legacy systems in conjunction with our revised business technology strategy, professional fees on 3-year financial objectives and severance charges.
|
(4)
|
Fiscal
2018
and fiscal
2017
include
$18 million
and
$24 million
, respectively, related to integration costs from the Brakes Acquisition.
|
U.S. FOODSERVICE OPERATIONS
|
2017
|
|
2016
|
|
Change in Dollars
|
|
%/bps Change
|
|||||||
Sales
|
$
|
37,604,698
|
|
|
$
|
37,776,443
|
|
|
$
|
(171,745
|
)
|
|
(0.5
|
)%
|
Less 1 week fourth quarter sales
|
—
|
|
|
(728,270
|
)
|
|
728,270
|
|
|
NM
|
|
|||
Comparable sales using a 52 week basis (Non-GAAP)
|
$
|
37,604,698
|
|
|
$
|
37,048,173
|
|
|
$
|
556,525
|
|
|
1.5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross Profit
|
$
|
7,556,392
|
|
|
$
|
7,413,436
|
|
|
$
|
142,956
|
|
|
1.9
|
%
|
Less 1 week fourth quarter sales
|
—
|
|
|
(146,744
|
)
|
|
146,744
|
|
|
NM
|
|
|||
Comparable gross profit using a 52 week basis (Non-GAAP)
|
$
|
7,556,392
|
|
|
$
|
7,266,692
|
|
|
$
|
289,700
|
|
|
4.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross Margin
|
20.09
|
%
|
|
19.62
|
%
|
|
|
|
47 bps
|
|
||||
Less 1 week fourth quarter sales
|
—
|
|
|
0.01
|
|
|
|
|
NM
|
|
||||
Comparable gross margin using a 52 week basis (Non-GAAP)
|
20.09
|
%
|
|
19.61
|
%
|
|
|
|
48 bps
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
4,664,780
|
|
|
$
|
4,641,504
|
|
|
$
|
23,276
|
|
|
0.5
|
%
|
Impact of MEPP charge
|
(35,600
|
)
|
|
—
|
|
|
(35,600
|
)
|
|
NM
|
|
|||
Impact of restructuring costs
|
(470
|
)
|
|
(3,351
|
)
|
|
2,881
|
|
|
(86.0
|
)
|
|||
Operating expenses adjusted for Certain Items (Non-GAAP)
|
$
|
4,628,710
|
|
|
$
|
4,638,153
|
|
|
$
|
(9,443
|
)
|
|
(0.2
|
)%
|
Less 1 week fourth quarter operating expenses
|
—
|
|
|
(88,323
|
)
|
|
88,323
|
|
|
NM
|
|
|||
Operating expenses adjusted for extra week (Non-GAAP)
|
$
|
4,628,710
|
|
|
$
|
4,549,830
|
|
|
$
|
78,880
|
|
|
1.7
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
2,891,612
|
|
|
$
|
2,771,932
|
|
|
$
|
119,680
|
|
|
4.3
|
%
|
Impact of MEPP charge
|
35,600
|
|
|
—
|
|
|
35,600
|
|
|
NM
|
|
|||
Impact of restructuring costs
|
470
|
|
|
3,351
|
|
|
(2,881
|
)
|
|
(86.0
|
)
|
|||
Operating income adjusted for Certain Items (Non-GAAP)
|
$
|
2,927,682
|
|
|
$
|
2,775,283
|
|
|
$
|
152,399
|
|
|
5.5
|
%
|
Less 1 week fourth quarter operating income
|
—
|
|
|
(58,421
|
)
|
|
58,421
|
|
|
NM
|
|
|||
Operating income adjusted for extra week (Non-GAAP)
|
$
|
2,927,682
|
|
|
$
|
2,716,862
|
|
|
$
|
210,820
|
|
|
7.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
INTERNATIONAL FOODSERVICE OPERATIONS
|
|
|
|
|
|
|
|
|||||||
Sales
|
$
|
10,613,059
|
|
|
$
|
5,436,209
|
|
|
$
|
5,176,850
|
|
|
95.2
|
%
|
Impact of Brakes
|
(5,170,787
|
)
|
|
—
|
|
|
(5,170,787
|
)
|
|
NM
|
|
|||
Less 1 week fourth quarter sales
|
—
|
|
|
(108,097
|
)
|
|
108,097
|
|
|
NM
|
|
|||
Comparable sales using a 52 week basis (Non-GAAP)
|
$
|
5,442,272
|
|
|
$
|
5,328,112
|
|
|
$
|
114,160
|
|
|
2.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross Profit
|
$
|
2,275,819
|
|
|
$
|
938,942
|
|
|
$
|
1,336,877
|
|
|
NM
|
|
Impact of Brakes
|
(1,333,852
|
)
|
|
—
|
|
|
(1,333,852
|
)
|
|
NM
|
|
|||
Less 1 week fourth quarter sales
|
—
|
|
|
(18,686
|
)
|
|
18,686
|
|
|
NM
|
|
|||
Comparable gross profit using a 52 week basis (Non-GAAP)
|
$
|
941,967
|
|
|
$
|
920,256
|
|
|
$
|
21,711
|
|
|
2.4
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross Margin
|
21.44
|
%
|
|
17.27
|
%
|
|
|
|
417 bps
|
|
||||
Impact of Brakes
|
4.14
|
|
|
—
|
|
|
|
|
NM
|
|
||||
Less 1 week fourth quarter sales
|
—
|
|
|
—
|
|
|
|
|
NM
|
|
||||
Comparable gross margin using a 52 week basis (Non-GAAP)
|
17.30
|
%
|
|
17.27
|
%
|
|
|
|
3 bps
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
2,032,703
|
|
|
$
|
761,783
|
|
|
$
|
1,270,920
|
|
|
NM
|
|
Impact of restructuring costs
(1)
|
(25,080
|
)
|
|
(8,945
|
)
|
|
(16,135
|
)
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
(78,273
|
)
|
|
—
|
|
|
(78,273
|
)
|
|
NM
|
|
|||
Operating expenses adjusted for Certain Items (Non-GAAP)
|
$
|
1,929,350
|
|
|
$
|
752,838
|
|
|
$
|
1,176,512
|
|
|
NM
|
|
Impact of Brakes
|
(1,282,800
|
)
|
|
—
|
|
|
(1,282,800
|
)
|
|
NM
|
|
|||
Impact of Brakes restructuring costs
|
13,732
|
|
|
—
|
|
|
13,732
|
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
|
78,273
|
|
|
—
|
|
|
78,273
|
|
|
NM
|
|
|||
Less 1 week fourth quarter operating expenses
|
—
|
|
|
(14,628
|
)
|
|
14,628
|
|
|
NM
|
|
|||
Operating expenses adjusted for extra week (Non-GAAP)
|
$
|
738,555
|
|
|
$
|
738,210
|
|
|
$
|
345
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
243,116
|
|
|
$
|
177,159
|
|
|
$
|
65,957
|
|
|
37.2
|
%
|
Impact of restructuring costs
(1)
|
25,080
|
|
|
8,945
|
|
|
16,135
|
|
|
NM
|
|
|||
Impact of acquisition related costs
(2)
|
78,273
|
|
|
—
|
|
|
78,273
|
|
|
NM
|
|
|||
Operating income adjusted for Certain Items (Non-GAAP)
|
$
|
346,469
|
|
|
$
|
186,104
|
|
|
$
|
160,365
|
|
|
86.2
|
%
|
Impact of Brakes
|
(51,053
|
)
|
|
—
|
|
|
(51,053
|
)
|
|
NM
|
|
|||
Impact of Brakes restructuring costs
|
(13,732
|
)
|
|
—
|
|
|
(13,732
|
)
|
|
NM
|
|
|||
Impact of Brakes acquisition-related costs
|
(78,273
|
)
|
|
—
|
|
|
(78,273
|
)
|
|
NM
|
|
|||
Less 1 week fourth quarter operating income
|
—
|
|
|
(4,058
|
)
|
|
4,058
|
|
|
NM
|
|
|||
Operating income adjusted for extra week (Non-GAAP)
|
$
|
203,411
|
|
|
$
|
182,046
|
|
|
$
|
21,365
|
|
|
11.7
|
%
|
(1)
|
Fiscal
2017
includes Brakes Acquisition-related restructuring charges and other severance charges related to restructuring.
|
(2)
|
Fiscal
2017
includes
$76 million
related to intangible amortization expense from the Brakes Acquisition, which is included in the results of the Brakes Group.
|
|
2018
|
||
Net earnings (GAAP)
|
$
|
1,430,766
|
|
Impact of Certain Items on net earnings
|
229,071
|
|
|
Adjusted net earnings (Non-GAAP)
|
$
|
1,659,837
|
|
Impact of Brakes
|
6,544
|
|
|
Adjusted net earnings excluding Brakes (Non-GAAP)
|
$
|
1,653,293
|
|
|
|
||
Invested Capital (GAAP)
|
$
|
11,042,773
|
|
Adjustments to invested capital
(1)
|
275,125
|
|
|
Adjusted Invested capital (Non-GAAP)
|
$
|
11,317,898
|
|
Impact of Brakes
|
3,115,912
|
|
|
Adjusted invested capital excluding Brakes
|
$
|
8,201,986
|
|
|
|
||
Return on invested capital (GAAP)
|
13.0
|
%
|
|
Return on invested capital (Non-GAAP)
|
14.7
|
%
|
|
Return on invested capital excluding Brakes (Non-GAAP)
|
20.2
|
%
|
|
Year Ended
|
|
|
|
|
|||||||||
|
June 30, 2018
|
|
June 27, 2015
|
|
3-year Plan Change $ Results
|
|
CAGR
|
|||||||
Sales (GAAP)
|
$
|
58,727,324
|
|
|
$
|
48,680,752
|
|
|
$
|
10,046,572
|
|
|
|
|
Impact of Brakes
|
(5,612,400
|
)
|
|
—
|
|
|
(5,612,400
|
)
|
|
|
||||
Sales excluding the impact of Brakes (Non-GAAP)
|
$
|
53,114,924
|
|
|
$
|
48,680,752
|
|
|
$
|
4,434,172
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Gross profit (GAAP)
|
$
|
11,085,391
|
|
|
$
|
8,551,516
|
|
|
$
|
2,533,875
|
|
|
9.0
|
%
|
Impact of Brakes
|
(1,405,748
|
)
|
|
—
|
|
|
(1,405,748
|
)
|
|
|
||||
Gross profit excluding the impact of Brakes (Non-GAAP)
|
$
|
9,679,643
|
|
|
$
|
8,551,516
|
|
|
$
|
1,128,127
|
|
|
4.2
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross margin (GAAP)
|
18.88
|
%
|
|
17.57
|
%
|
|
131 bps
|
|
|
|
||||
Impact of Brakes
|
0.65
|
|
|
—
|
|
|
65 bps
|
|
|
|
||||
Gross margin excluding the impact of Brakes (Non-GAAP)
|
18.23
|
%
|
|
17.57
|
%
|
|
66 bps
|
|
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
8,756,417
|
|
|
$
|
7,322,154
|
|
|
$
|
1,434,263
|
|
|
6.1
|
%
|
MEPP Charge
|
(1,700
|
)
|
|
—
|
|
|
(1,700
|
)
|
|
|
||||
Impact of restructuring costs
(1)
|
(109,524
|
)
|
|
(7,801
|
)
|
|
(101,723
|
)
|
|
|
||||
Impact of acquisition-related costs
(2)
|
(108,136
|
)
|
|
(554,667
|
)
|
|
446,531
|
|
|
|
||||
Operating expenses adjusted for Certain Items (Non-GAAP)
|
$
|
8,537,057
|
|
|
$
|
6,759,686
|
|
|
$
|
1,777,371
|
|
|
|
|
Impact of Brakes
|
(1,427,732
|
)
|
|
—
|
|
|
(1,427,732
|
)
|
|
|
||||
Impact of Brakes restructuring costs
(3)
|
23,346
|
|
|
—
|
|
|
23,346
|
|
|
|
||||
Impact of Brakes acquisition-related costs
(2)
|
90,004
|
|
|
—
|
|
|
90,004
|
|
|
|
||||
Operating expenses adjusted for Certain Items and excluding the impact of Brakes (Non-GAAP)
|
$
|
7,222,675
|
|
|
$
|
6,759,686
|
|
|
$
|
462,989
|
|
|
2.2
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating leverage (GAAP)
(4)
|
|
|
|
|
|
|
2.9
|
%
|
||||||
Operating leverage adjusted for Certain Items and excluding the impact of Brakes (Non-GAAP )
(4)
|
|
|
|
|
|
|
2.0
|
%
|
||||||
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
2,328,974
|
|
|
$
|
1,229,362
|
|
|
$
|
1,099,612
|
|
|
23.7
|
%
|
MEPP Charge
|
1,700
|
|
|
—
|
|
|
1,700
|
|
|
|
||||
Impact of restructuring costs
(1)
|
109,524
|
|
|
7,801
|
|
|
101,723
|
|
|
|
||||
Impact of acquisition-related costs
(2)
|
108,136
|
|
|
554,667
|
|
|
(446,531
|
)
|
|
|
||||
Operating income adjusted for Certain Items (Non-GAAP)
|
$
|
2,548,334
|
|
|
$
|
1,791,830
|
|
|
$
|
756,504
|
|
|
|
|
Impact of Brakes
|
21,985
|
|
|
—
|
|
|
21,985
|
|
|
|
||||
Impact of Brakes restructuring costs
(3)
|
(23,346
|
)
|
|
—
|
|
|
(23,346
|
)
|
|
|
||||
Impact of Brakes acquisition-related costs
(2)
|
(90,004
|
)
|
|
—
|
|
|
(90,004
|
)
|
|
|
||||
Operating income adjusted for Certain Items and excluding the impact of Brakes (Non-GAAP)
|
$
|
2,456,969
|
|
|
$
|
1,791,830
|
|
|
$
|
665,139
|
|
|
11.1
|
%
|
(1)
|
Fiscal 2018 includes business technology transformation initiative costs, restructuring expenses within our Brakes operations, professional fees on three-year financial objectives, severance charges related to restructuring, costs to convert to legacy systems in conjunction with our revised business technology strategy and facility closure charges. Fiscal 2015 includes US Foods merger and integration planning costs.
|
(2)
|
Fiscal
2018
includes
$67 million
related to intangible amortization expense from the Brakes acquisition, which is included in the results of the Brakes Group and
$18 million
in integration costs. Fiscal 2018 includes a
$14.0
million write-off for an intangible asset due to restructuring in France. Fiscal 2015 includes US Foods merger integration and termination costs.
|
(3)
|
Includes Brakes Acquisition restructuring charges.
|
(4)
|
Operating leverage is calculated as the difference between gross profit growth and operating expense growth.
|
•
|
Cash flows from operations were
$2.2 billion
in fiscal
2018
and fiscal
2017
;
|
•
|
Net capital expenditures totaled
$665.6 million
in fiscal
2018
compared to
$662.7 million
in fiscal
2017
;
|
•
|
Free cash flow was
$1.5 billion
in fiscal
2018
compared to
$1.6 billion
in fiscal
2017
(see “Non-GAAP reconciliation” below under the heading “Free Cash Flow”);
|
•
|
Cash used for acquisition of businesses was
$248.1 million
in fiscal
2018
compared to
$2.9 billion
in fiscal
2017
;
|
•
|
Dividends paid were
$722.2 million
in fiscal
2018
compared to
$698.6 million
in fiscal
2017
; and
|
•
|
We repurchased
$978.9 million
of shares in fiscal
2018
compared to
$1.9 billion
in fiscal
2017
.
|
•
|
We issued an aggregate of
$1.0 billion
and
$750.0 million
in new senior notes in fiscal
2018
and
2017
, respectively; and
|
•
|
We repaid senior notes in the amount of
$500.0 million
and redeemed senior notes and debentures in the amount of
$230.5 million
in fiscal
2018
, using cash on hand, proceeds from borrowings under our commercial paper program and a portion of net proceeds from our senior notes offering.
|
•
|
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).
|
•
|
fleet replacements;
|
•
|
buildings and building improvements;
|
•
|
investments in technology; and
|
•
|
warehouse equipment.
|
•
|
fleet replacements;
|
•
|
investments in technology;
|
•
|
replacement or significant expansion of facilities in Costa Rica, Georgia, Missouri, Maryland, and Texas; and
|
•
|
warehouse equipment.
|
•
|
fleet replacements;
|
•
|
investments in technology;
|
•
|
replacement or significant expansion of facilities in California, Maryland, Texas, and Virginia; and
|
•
|
construction of fold-out facilities in Ireland and Texas.
|
|
2018
|
|
2017
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Net cash provided by operating activities (GAAP)
|
$
|
2,158,632
|
|
|
$
|
2,239,354
|
|
|
$
|
(80,722
|
)
|
|
(3.6
|
)%
|
Additions to plant and equipment
|
(687,815
|
)
|
|
(686,378
|
)
|
|
(1,437
|
)
|
|
0.2
|
|
|||
Proceeds from sales of plant and equipment
|
22,255
|
|
|
23,715
|
|
|
(1,460
|
)
|
|
(6.2
|
)
|
|||
Free Cash Flow (Non-GAAP)
|
$
|
1,493,072
|
|
|
$
|
1,576,691
|
|
|
$
|
(83,619
|
)
|
|
(5.3
|
)%
|
|
2017
|
|
2016
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Net cash provided by operating activities (GAAP)
|
$
|
2,239,354
|
|
|
$
|
1,988,347
|
|
|
$
|
251,007
|
|
|
12.6
|
%
|
Additions to plant and equipment
|
(686,378
|
)
|
|
(527,346
|
)
|
|
(159,032
|
)
|
|
30.2
|
|
|||
Proceeds from sales of plant and equipment
|
23,715
|
|
|
23,511
|
|
|
204
|
|
|
0.9
|
|
|||
Free Cash Flow (Non-GAAP)
|
$
|
1,576,691
|
|
|
$
|
1,484,512
|
|
|
$
|
92,179
|
|
|
6.2
|
%
|
•
|
$409.1 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:
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal payments of long-term debt
|
$
|
8,328,612
|
|
|
$
|
750,000
|
|
|
$
|
750,000
|
|
|
$
|
1,534,150
|
|
|
$
|
5,294,462
|
|
Capital leases
|
108,481
|
|
|
38,309
|
|
|
41,903
|
|
|
18,864
|
|
|
9,405
|
|
|||||
Deferred compensation
(1)
|
108,979
|
|
|
8,315
|
|
|
11,661
|
|
|
7,405
|
|
|
81,598
|
|
|||||
International pension plans
|
148,484
|
|
|
10,279
|
|
|
22,664
|
|
|
26,260
|
|
|
89,281
|
|
|||||
SERP and other postretirement plans
(2)
|
319,157
|
|
|
31,656
|
|
|
63,250
|
|
|
64,673
|
|
|
159,578
|
|
|||||
Unrecognized tax benefits and interest
(3)
|
20,654
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
One-time transition tax liability
(4)
|
80,000
|
|
|
6,400
|
|
|
12,800
|
|
|
12,800
|
|
|
48,000
|
|
|||||
Unrecorded Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest payments related to debt
(5)
|
3,719,918
|
|
|
292,583
|
|
|
532,766
|
|
|
468,596
|
|
|
2,425,973
|
|
|||||
Operating lease obligations
|
665,358
|
|
|
111,560
|
|
|
171,331
|
|
|
116,330
|
|
|
266,137
|
|
|||||
Purchase obligations
(6)
|
3,514,546
|
|
|
2,963,355
|
|
|
479,196
|
|
|
48,124
|
|
|
23,871
|
|
|||||
Total contractual cash obligations
|
$
|
17,014,189
|
|
|
$
|
4,212,457
|
|
|
$
|
2,085,571
|
|
|
$
|
2,297,202
|
|
|
$
|
8,398,305
|
|
(1)
|
The estimate of the timing of future payments under the Executive Deferred Compensation Plan and Management Savings Plan involves the use of certain assumptions, including retirement ages and payout periods.
|
(2)
|
Includes estimated contributions to the unfunded Supplemental Executive Retirement Plan (SERP) and other postretirement benefit plans made in amounts needed to fund benefit payments for vested participants in these plans through fiscal
2028
, based on actuarial assumptions.
|
(3)
|
Unrecognized tax benefits relate to uncertain tax positions recorded under accounting standards related to uncertain tax positions. As of
June 30, 2018
, we had a liability of
$12.2 million
for unrecognized tax benefits for all tax jurisdictions and
|
(4)
|
Represents a one-time transition tax liability that we are required to pay over an eight-year period beginning in the first quarter of fiscal 2019 due to provisions enacted as part of the Tax Act. As noted in
Note 18
,
“Income Taxes,”
our transition tax liability is currently a provisional estimate.
|
(5)
|
Includes payments on floating rate debt based on rates as of
June 30, 2018
, assuming amount remains unchanged until maturity, and payments on fixed rate debt based on maturity dates. The impact of our outstanding fixed-to-floating interest rate swap on the fixed rate debt interest payments is included as well based on the floating rates in effect as of
June 30, 2018
.
|
(6)
|
For purposes of this table, purchase obligations include agreements for purchases of product in the normal course of business, for which all significant terms have been confirmed, including minimum quantities resulting from our category management initiative. As we progress with this initiative, our purchase obligations are increasing. Such amounts included in the table above are based on estimates. Purchase obligations also includes amounts committed with various third-party service providers to provide information technology services for periods up to fiscal
2023
(see discussion under
Note 19
,
“Commitments and Contingencies,”
to the Notes to Consolidated Financial Statements in Item 8). Purchase obligations exclude full requirements electricity contracts where no stated minimum purchase volume is required.
|
Maturity Date of Swap
|
|
Notional Value
|
|
Fixed Coupon Rate on Hedged Debt
|
|
Floating Interest Rate on Swap
|
|
Floating Rate Reset Terms
|
|
Location of Fair Value on Balance Sheet
|
|
Fair Value
of Asset (Liability) (in thousands) |
|||||
April 1, 2019
|
|
$
|
500,000,000
|
|
|
1.90
|
%
|
|
Three-month LIBOR
|
|
Every three months in advance
|
|
Other long-term liabilities
|
|
$
|
(6,820
|
)
|
October 1, 2020
|
|
750,000,000
|
|
|
2.60
|
|
|
Three-month LIBOR
|
|
Every three months in advance
|
|
Other long-term liabilities
|
|
(23,654
|
)
|
||
July 15, 2021
|
|
500,000,000
|
|
|
2.50
|
|
|
Three-month LIBOR
|
|
Every three months in advance
|
|
Other long-term liabilities
|
|
(23,147
|
)
|
||
March 15, 2025
|
|
500,000,000
|
|
|
3.55
|
|
|
Three-month LIBOR
|
|
Every three months in advance
|
|
Other long-term liabilities
|
|
(2,933
|
)
|
|
Interest Rate Position as of June 30, 2018
|
||||||||||||||||||||||||||||||
|
Principal Amount by Expected Maturity
|
||||||||||||||||||||||||||||||
|
Average Interest Rate
|
||||||||||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||
U.S. $ Denominated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed Rate Debt
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
450,000
|
|
|
$
|
—
|
|
|
$
|
4,794,462
|
|
|
$
|
5,494,462
|
|
|
$
|
5,471,453
|
|
Average Interest Rate
|
5.4
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.6
|
%
|
|
—
|
%
|
|
4.2
|
%
|
|
4.1
|
%
|
|
|
|
||||||||
Floating Rate Debt
(1)
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
750,000
|
|
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
$
|
2,250,000
|
|
|
$
|
2,250,000
|
|
Average Interest Rate
|
1.9
|
%
|
|
—
|
%
|
|
2.6
|
%
|
|
2.5
|
%
|
|
—
|
%
|
|
3.6
|
%
|
|
2.6
|
%
|
|
|
|
||||||||
Euro Denominated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed Rate Debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
584,150
|
|
|
$
|
—
|
|
|
$
|
584,150
|
|
|
$
|
587,045
|
|
Average Interest Rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1.3
|
%
|
|
—
|
%
|
|
1.3
|
%
|
|
|
|
(1)
|
Includes fixed rate debt that has been converted to floating rate debt through an interest rate swap agreement.
|
|
Interest Rate Position as of June 30, 2018
|
||||||||||||||||||||||||||||||
|
Notional Amount by Expected Maturity
|
||||||||||||||||||||||||||||||
|
Average Interest Swap Rate
|
||||||||||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||
Interest Rate Swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Related To Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Pay Variable/Receive Fixed
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
750,000
|
|
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
$
|
2,250,000
|
|
|
$
|
(56,554
|
)
|
Average Variable Rate Paid:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Rate A Plus
|
0.8
|
%
|
|
—
|
%
|
|
1.12
|
%
|
|
1.13
|
%
|
|
—
|
%
|
|
0.75
|
%
|
|
0.97
|
%
|
|
—
|
%
|
||||||||
Fixed Rate Received
|
1.9
|
%
|
|
—
|
%
|
|
2.6
|
%
|
|
2.5
|
%
|
|
—
|
%
|
|
3.55
|
%
|
|
2.63
|
%
|
|
—
|
%
|
|
Page
|
Consolidated Financial Statements:
|
|
|
June 30, 2018
|
|
July 1, 2017
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
552,325
|
|
|
$
|
869,502
|
|
Accounts and notes receivable, less allowances of $25,768 and $31,059
|
4,073,723
|
|
|
4,012,393
|
|
||
Inventories, net
|
3,125,413
|
|
|
2,995,598
|
|
||
Prepaid expenses and other current assets
|
187,880
|
|
|
139,185
|
|
||
Income tax receivable
|
64,112
|
|
|
16,760
|
|
||
Total current assets
|
8,003,453
|
|
|
8,033,438
|
|
||
Plant and equipment at cost, less depreciation
|
4,521,660
|
|
|
4,377,302
|
|
||
Other long-term assets
|
|
|
|
|
|
||
Goodwill
|
3,955,485
|
|
|
3,916,128
|
|
||
Intangibles, less amortization
|
979,812
|
|
|
1,037,511
|
|
||
Deferred income taxes
|
83,666
|
|
|
142,472
|
|
||
Other assets
|
526,328
|
|
|
249,804
|
|
||
Total other long-term assets
|
5,545,291
|
|
|
5,345,915
|
|
||
Total assets
|
$
|
18,070,404
|
|
|
$
|
17,756,655
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
|
|
||
Notes payable
|
$
|
4,176
|
|
|
$
|
3,938
|
|
Accounts payable
|
4,136,482
|
|
|
3,971,112
|
|
||
Accrued expenses
|
1,608,966
|
|
|
1,576,221
|
|
||
Accrued income taxes
|
56,793
|
|
|
14,540
|
|
||
Current maturities of long-term debt
|
782,329
|
|
|
530,075
|
|
||
Total current liabilities
|
6,588,746
|
|
|
6,095,886
|
|
||
Long-term liabilities
|
|
|
|
|
|
||
Long-term debt
|
7,540,765
|
|
|
7,660,877
|
|
||
Deferred income taxes
|
319,124
|
|
|
161,715
|
|
||
Other long-term liabilities
|
1,077,163
|
|
|
1,373,822
|
|
||
Total long-term liabilities
|
8,937,052
|
|
|
9,196,414
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Noncontrolling interest
|
37,649
|
|
|
82,839
|
|
||
Shareholders' equity
|
|
|
|
|
|
||
Preferred stock, par value $1 per share
Authorized 1,500,000 shares, issued none
|
—
|
|
|
—
|
|
||
Common stock, par value $1 per share
Authorized 2,000,000,000 shares, issued 765,174,900 shares
|
765,175
|
|
|
765,175
|
|
||
Paid-in capital
|
1,383,619
|
|
|
1,327,366
|
|
||
Retained earnings
|
10,348,628
|
|
|
9,447,755
|
|
||
Accumulated other comprehensive loss
|
(1,409,269
|
)
|
|
(1,262,737
|
)
|
||
Treasury stock at cost, 244,533,248 and
235,135,699 shares
|
(8,581,196
|
)
|
|
(7,896,043
|
)
|
||
Total shareholders' equity
|
2,506,957
|
|
|
2,381,516
|
|
||
Total liabilities and shareholders' equity
|
$
|
18,070,404
|
|
|
$
|
17,756,655
|
|
|
Year Ended
|
||||||||||
|
Jun. 30, 2018
|
|
Jul. 1, 2017
|
|
Jul. 2, 2016
|
||||||
|
(In thousands except for share and per share data)
|
||||||||||
Sales
|
$
|
58,727,324
|
|
|
$
|
55,371,139
|
|
|
$
|
50,366,919
|
|
Cost of sales
|
47,641,933
|
|
|
44,813,632
|
|
|
41,326,447
|
|
|||
Gross profit
|
11,085,391
|
|
|
10,557,507
|
|
|
9,040,472
|
|
|||
Operating expenses
|
8,756,417
|
|
|
8,504,336
|
|
|
7,189,972
|
|
|||
Operating income
|
2,328,974
|
|
|
2,053,171
|
|
|
1,850,500
|
|
|||
Interest expense
|
395,483
|
|
|
302,878
|
|
|
306,146
|
|
|||
Other expense (income), net
|
(22,733
|
)
|
|
(15,937
|
)
|
|
111,347
|
|
|||
Earnings before income taxes
|
1,956,224
|
|
|
1,766,230
|
|
|
1,433,007
|
|
|||
Income taxes
|
525,458
|
|
|
623,727
|
|
|
483,385
|
|
|||
Net earnings
|
$
|
1,430,766
|
|
|
$
|
1,142,503
|
|
|
$
|
949,622
|
|
|
|
|
|
|
|
||||||
Net earnings:
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
2.74
|
|
|
$
|
2.10
|
|
|
$
|
1.66
|
|
Diluted earnings per share
|
2.70
|
|
|
2.08
|
|
|
1.64
|
|
|||
|
|
|
|
|
|
||||||
Average shares outstanding
|
522,926,914
|
|
|
543,496,816
|
|
|
573,057,406
|
|
|||
Diluted shares outstanding
|
529,089,854
|
|
|
548,545,027
|
|
|
577,391,406
|
|
|||
Dividends declared per common share
|
$
|
1.41
|
|
|
$
|
1.30
|
|
|
$
|
1.23
|
|
|
Year Ended
|
||||||||||
|
Jun. 30, 2018
|
|
Jul. 1, 2017
|
|
Jul. 2, 2016
|
||||||
|
(In thousands)
|
||||||||||
Net earnings
|
$
|
1,430,766
|
|
|
$
|
1,142,503
|
|
|
$
|
949,622
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment
|
(22,987
|
)
|
|
(11,243
|
)
|
|
(39,080
|
)
|
|||
Items presented net of tax:
|
|
|
|
|
|
|
|
|
|||
Amortization of cash flow hedges
|
8,240
|
|
|
7,082
|
|
|
7,111
|
|
|||
Change in net investment hedges
|
5,791
|
|
|
(24,012
|
)
|
|
—
|
|
|||
Change in cash flow hedges
|
14,343
|
|
|
(6,698
|
)
|
|
(3,779
|
)
|
|||
Amortization of prior service cost
|
6,905
|
|
|
7,004
|
|
|
6,992
|
|
|||
Amortization of actuarial loss, net
|
25,110
|
|
|
25,965
|
|
|
13,352
|
|
|||
Actuarial gain (loss), net arising in current year
|
52,511
|
|
|
97,283
|
|
|
(419,517
|
)
|
|||
Total other comprehensive income (loss)
|
89,913
|
|
|
95,381
|
|
|
(434,921
|
)
|
|||
Comprehensive income
|
$
|
1,520,679
|
|
|
$
|
1,237,884
|
|
|
$
|
514,701
|
|
|
|
|
|
|
|
|
|
|
Accumulated
Other Comprehensive
Loss
|
|
|
|
|
|
|
||||||||||||||
|
Common Stock
|
|
Paid-in
Capital
|
|
Retained
Earnings
|
|
|
Treasury Stock
|
|
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amounts
|
|
Totals
|
|||||||||||||||||
|
(In thousands except for share data)
|
||||||||||||||||||||||||||||
Balance as of June 27, 2015
|
765,174,900
|
|
|
$
|
765,175
|
|
|
$
|
1,213,999
|
|
|
$
|
8,751,985
|
|
|
$
|
(923,197
|
)
|
|
170,857,231
|
|
|
$
|
(4,547,738
|
)
|
|
$
|
5,260,224
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
949,622
|
|
|
|
|
|
|
|
|
|
|
|
949,622
|
|
||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
(39,080
|
)
|
|
|
|
|
|
|
|
(39,080
|
)
|
||||||
Amortization of cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
7,111
|
|
|
|
|
|
|
|
|
7,111
|
|
||||||
Change in fair value of cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,779
|
)
|
|
|
|
|
|
|
|
(3,779
|
)
|
||||||
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
20,344
|
|
|
|
|
|
|
|
|
20,344
|
|
||||||
Pension funded status adjustment, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(419,517
|
)
|
|
|
|
|
|
|
|
(419,517
|
)
|
||||||
Dividends declared
|
|
|
|
|
|
|
|
|
|
(695,469
|
)
|
|
|
|
|
|
|
|
|
|
|
(695,469
|
)
|
||||||
Treasury stock purchases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,716,180
|
|
|
(1,949,445
|
)
|
|
(1,949,445
|
)
|
||||||
Share-based compensation awards
|
|
|
|
|
|
|
67,141
|
|
|
|
|
|
|
|
|
(9,995,927
|
)
|
|
282,456
|
|
|
349,597
|
|
||||||
Balance as of July 2, 2016
|
765,174,900
|
|
|
$
|
765,175
|
|
|
$
|
1,281,140
|
|
|
$
|
9,006,138
|
|
|
$
|
(1,358,118
|
)
|
|
205,577,484
|
|
|
$
|
(6,214,727
|
)
|
|
$
|
3,479,608
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
1,142,503
|
|
|
|
|
|
|
|
|
|
|
|
1,142,503
|
|
||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,243
|
)
|
|
|
|
|
|
|
|
(11,243
|
)
|
||||||
Amortization of cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
7,082
|
|
|
|
|
|
|
|
|
7,082
|
|
||||||
Change in cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,698
|
)
|
|
|
|
|
|
|
|
(6,698
|
)
|
||||||
Change in net investment hedge, net of tax
|
|
|
|
|
|
|
|
|
(24,012
|
)
|
|
|
|
|
|
(24,012
|
)
|
||||||||||||
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
32,969
|
|
|
|
|
|
|
|
|
32,969
|
|
||||||
Pension funded status adjustment, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
97,283
|
|
|
|
|
|
|
|
|
97,283
|
|
||||||
Dividends declared
|
|
|
|
|
|
|
|
|
|
(700,886
|
)
|
|
|
|
|
|
|
|
|
|
|
(700,886
|
)
|
||||||
Treasury stock purchases
|
|
|
|
|
|
|
|
|
|
|
36,224,078
|
|
|
(1,886,121
|
)
|
|
(1,886,121
|
)
|
|||||||||||
Increase in ownership interest in subsidiaries
|
|
|
|
|
(39,991
|
)
|
|
|
|
|
|
|
|
|
|
(39,991
|
)
|
||||||||||||
Share-based compensation awards
|
|
|
|
|
|
|
86,217
|
|
|
|
|
|
|
|
|
(6,665,863
|
)
|
|
204,805
|
|
|
291,022
|
|
||||||
Balance as of July 1, 2017
|
765,174,900
|
|
|
$
|
765,175
|
|
|
$
|
1,327,366
|
|
|
$
|
9,447,755
|
|
|
$
|
(1,262,737
|
)
|
|
235,135,699
|
|
|
$
|
(7,896,043
|
)
|
|
$
|
2,381,516
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
1,430,766
|
|
|
|
|
|
|
|
|
|
|
|
1,430,766
|
|
||||||
Increase in ownership interest in subsidiaries
|
|
|
|
|
|
|
(31,072
|
)
|
|
|
|
|
|
|
|
(31,072
|
)
|
||||||||||||
Reclassification of accumulated other comprehensive loss to retained earnings
(1)
|
|
|
|
|
|
|
236,445
|
|
|
(236,445
|
)
|
|
|
|
|
|
—
|
|
|||||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
(22,987
|
)
|
|
|
|
|
|
|
|
(22,987
|
)
|
||||||
Amortization of cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
8,240
|
|
|
|
|
|
|
|
|
8,240
|
|
||||||
Change in net investment hedges, net of tax
|
|
|
|
|
|
|
|
|
5,791
|
|
|
|
|
|
|
5,791
|
|
||||||||||||
Change in cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
14,343
|
|
|
|
|
|
|
14,343
|
|
||||||||||||
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
32,015
|
|
|
|
|
|
|
|
|
32,015
|
|
||||||
Pension funded status adjustment, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
52,511
|
|
|
|
|
|
|
|
|
52,511
|
|
||||||
Dividends declared
|
|
|
|
|
|
|
|
|
|
(735,266
|
)
|
|
|
|
|
|
|
|
|
|
|
(735,266
|
)
|
||||||
Treasury stock purchases
|
|
|
|
|
|
|
|
|
|
|
17,473,973
|
|
|
(956,502
|
)
|
|
(956,502
|
)
|
|||||||||||
Share-based compensation awards
|
|
|
|
|
|
|
56,253
|
|
|
|
|
|
|
|
|
(8,076,424
|
)
|
|
271,349
|
|
|
327,602
|
|
||||||
Balance as of June 30, 2018
|
765,174,900
|
|
|
$
|
765,175
|
|
|
$
|
1,383,619
|
|
|
$
|
10,348,628
|
|
|
$
|
(1,409,269
|
)
|
|
244,533,248
|
|
|
$
|
(8,581,196
|
)
|
|
$
|
2,506,957
|
|
(1)
|
Deferred taxes stranded in accumulated other comprehensive income (AOCI) as a result of the Tax Cuts and Jobs Act of 2017 (the Tax Act) were reclassified to retained earnings as a result of early adopting Accounting Standards Update (ASU) 2018-02.
|
|
Year Ended
|
||||||||||
|
Jun. 30, 2018
|
|
Jul. 1, 2017
|
|
Jul. 2, 2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||
Net earnings
|
$
|
1,430,766
|
|
|
$
|
1,142,503
|
|
|
$
|
949,622
|
|
Adjustments to reconcile net earnings to cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Share-based compensation expense
|
93,841
|
|
|
83,883
|
|
|
79,466
|
|
|||
Depreciation and amortization
|
765,498
|
|
|
901,992
|
|
|
662,710
|
|
|||
Amortization of debt issuance and other debt-related costs
|
28,474
|
|
|
31,852
|
|
|
45,137
|
|
|||
Loss on extinguishment of debt
|
53,104
|
|
|
—
|
|
|
86,460
|
|
|||
Loss on foreign exchange remeasurement
|
—
|
|
|
—
|
|
|
101,228
|
|
|||
Deferred income taxes
|
187,908
|
|
|
(51,846
|
)
|
|
93,871
|
|
|||
Provision for losses on receivables
|
21,448
|
|
|
20,672
|
|
|
20,372
|
|
|||
Other non-cash items
|
3,986
|
|
|
6,704
|
|
|
23,347
|
|
|||
Additional changes in certain assets and liabilities, net of effect of businesses acquired:
|
|
|
|
|
|
||||||
(Increase) decrease in receivables
|
(37,457
|
)
|
|
20,452
|
|
|
(27,311
|
)
|
|||
(Increase) decrease in inventories
|
(89,737
|
)
|
|
(113,647
|
)
|
|
66,937
|
|
|||
(Increase) decrease in prepaid expenses and other current assets
|
(19,643
|
)
|
|
8,158
|
|
|
(8,468
|
)
|
|||
Increase in accounts payable
|
76,897
|
|
|
322,775
|
|
|
23,863
|
|
|||
Increase (decrease) in accrued expenses
|
47,105
|
|
|
(4,476
|
)
|
|
(157,600
|
)
|
|||
(Decrease) increase in accrued income taxes
|
(10,652
|
)
|
|
(74,590
|
)
|
|
231,542
|
|
|||
(Increase) in other assets
|
(77,852
|
)
|
|
(36,449
|
)
|
|
(6,639
|
)
|
|||
(Decrease) in other long-term liabilities
|
(315,054
|
)
|
|
(18,629
|
)
|
|
(196,190
|
)
|
|||
Net cash provided by operating activities
|
2,158,632
|
|
|
2,239,354
|
|
|
1,988,347
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions to plant and equipment
|
(687,815
|
)
|
|
(686,378
|
)
|
|
(527,346
|
)
|
|||
Proceeds from sales of plant and equipment
|
22,255
|
|
|
23,715
|
|
|
23,511
|
|
|||
Acquisition of businesses, net of cash acquired
|
(248,105
|
)
|
|
(2,921,798
|
)
|
|
(219,218
|
)
|
|||
Purchase of foreign currency options
|
—
|
|
|
—
|
|
|
(103,501
|
)
|
|||
Proceeds from sale of foreign currency options
|
—
|
|
|
—
|
|
|
57,452
|
|
|||
Net cash used for investing activities
|
(913,665
|
)
|
|
(3,584,461
|
)
|
|
(769,102
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Bank and commercial paper borrowings, net
|
(119,700
|
)
|
|
119,700
|
|
|
—
|
|
|||
Other debt borrowings
|
1,000,599
|
|
|
753,834
|
|
|
5,134,709
|
|
|||
Other debt repayments
|
(552,036
|
)
|
|
(143,664
|
)
|
|
(126,797
|
)
|
|||
Tender and redemption premiums for senior notes
|
(281,762
|
)
|
|
—
|
|
|
—
|
|
|||
Redemption of senior notes
|
—
|
|
|
—
|
|
|
(5,050,000
|
)
|
|||
Proceeds from stock option exercises
|
268,751
|
|
|
204,805
|
|
|
282,455
|
|
|||
Treasury stock purchases
|
(978,901
|
)
|
|
(1,886,121
|
)
|
|
(1,949,445
|
)
|
|||
Dividends paid
|
(722,158
|
)
|
|
(698,647
|
)
|
|
(698,869
|
)
|
|||
Other financing activities
|
(25,262
|
)
|
|
(32,494
|
)
|
|
(51,989
|
)
|
|||
Net cash used for financing activities
|
(1,410,469
|
)
|
|
(1,682,587
|
)
|
|
(2,459,936
|
)
|
|||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
11,844
|
|
|
(22,104
|
)
|
|
(138,327
|
)
|
|||
Net decrease in cash, cash equivalents and restricted cash
|
(153,658
|
)
|
|
(3,049,798
|
)
|
|
(1,379,018
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
869,502
|
|
|
3,919,300
|
|
|
5,298,318
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
715,844
|
|
|
$
|
869,502
|
|
|
$
|
3,919,300
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest
|
$
|
301,672
|
|
|
$
|
285,025
|
|
|
$
|
200,174
|
|
Income taxes
|
268,384
|
|
|
761,384
|
|
|
180,565
|
|
|
Jun. 30, 2018
|
|
Jul. 1, 2017
|
|
July 2, 2016
|
||||||
|
(In thousands)
|
||||||||||
Cash and cash equivalents
|
$
|
552,325
|
|
|
$
|
869,502
|
|
|
$
|
3,919,300
|
|
Restricted cash
|
163,519
|
|
|
—
|
|
|
—
|
|
|||
Total cash, cash equivalents and restricted cash shown in the Consolidated Statement of Cash Flows
|
$
|
715,844
|
|
|
$
|
869,502
|
|
|
$
|
3,919,300
|
|
•
|
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.
|
•
|
Cash deposits included in cash equivalents are valued at amortized cost, which approximates fair value. These are included within cash equivalents as a Level 1 measurement in the tables below.
|
•
|
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, Canadian 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 and Liabilities Measured at Fair Value as of Jun. 30, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
169,214
|
|
|
$
|
30,190
|
|
|
$
|
—
|
|
|
$
|
199,404
|
|
Other assets
(1)
|
163,519
|
|
|
—
|
|
|
—
|
|
|
163,519
|
|
||||
Total assets at fair value
|
$
|
332,733
|
|
|
$
|
30,190
|
|
|
$
|
—
|
|
|
$
|
362,923
|
|
|
Assets and Liabilities Measured at Fair Value as of Jul. 1, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
238,954
|
|
|
$
|
49,430
|
|
|
$
|
—
|
|
|
$
|
288,384
|
|
Total assets at fair value
|
$
|
238,954
|
|
|
$
|
49,430
|
|
|
$
|
—
|
|
|
$
|
288,384
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Balance at beginning of period
|
$
|
31,059
|
|
|
$
|
37,880
|
|
|
$
|
41,720
|
|
Charged to costs and expenses
|
21,448
|
|
|
20,672
|
|
|
20,372
|
|
|||
Customer accounts written off, net of recoveries
|
(27,120
|
)
|
|
(26,943
|
)
|
|
(23,551
|
)
|
|||
Other adjustments
|
381
|
|
|
(550
|
)
|
|
(661
|
)
|
|||
Balance at end of period
|
$
|
25,768
|
|
|
$
|
31,059
|
|
|
$
|
37,880
|
|
|
Jun. 30, 2018
|
|
Jul. 1, 2017
|
|
Estimated Useful Lives
|
||||
|
(In thousands)
|
|
|
||||||
Plant and equipment at cost:
|
|
|
|
|
|
|
|
||
Land
|
$
|
495,909
|
|
|
$
|
477,577
|
|
|
|
Buildings and improvements
|
4,268,687
|
|
|
4,072,339
|
|
|
10-30 years
|
||
Fleet and equipment
|
3,808,133
|
|
|
3,595,095
|
|
|
3-10 years
|
||
Computer hardware and software
|
1,628,121
|
|
|
1,554,122
|
|
|
3-7 years
|
||
Total plant and equipment at cost
|
10,200,850
|
|
|
9,699,133
|
|
|
|
||
Accumulated depreciation
|
(5,679,190
|
)
|
|
(5,321,831
|
)
|
|
|
||
Total plant and equipment, net
|
$
|
4,521,660
|
|
|
$
|
4,377,302
|
|
|
|
|
U.S. Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Carrying amount as of July 2, 2016
|
$
|
1,220,702
|
|
|
$
|
632,700
|
|
|
$
|
32,607
|
|
|
$
|
235,652
|
|
|
$
|
2,121,661
|
|
Goodwill acquired during year
|
—
|
|
|
1,815,890
|
|
|
—
|
|
|
—
|
|
|
1,815,890
|
|
|||||
Currency translation/other
|
10,343
|
|
|
(16,082
|
)
|
|
—
|
|
|
(15,684
|
)
|
|
(21,423
|
)
|
|||||
Carrying amount as of July 1, 2017
|
$
|
1,231,045
|
|
|
$
|
2,432,508
|
|
|
$
|
32,607
|
|
|
$
|
219,968
|
|
|
$
|
3,916,128
|
|
Goodwill acquired during year
|
36,020
|
|
|
20,648
|
|
|
—
|
|
|
—
|
|
|
56,668
|
|
|||||
Currency translation/other
|
(6,165
|
)
|
|
(12,335
|
)
|
|
—
|
|
|
1,189
|
|
|
(17,311
|
)
|
|||||
Carrying amount as of June 30, 2018
|
$
|
1,260,900
|
|
|
$
|
2,440,821
|
|
|
$
|
32,607
|
|
|
$
|
221,157
|
|
|
$
|
3,955,485
|
|
|
Jun. 30, 2018
|
|
Jul. 1, 2017
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Customer relationships
|
$
|
1,119,136
|
|
|
$
|
(307,408
|
)
|
|
$
|
811,728
|
|
|
$
|
1,073,577
|
|
|
$
|
(209,253
|
)
|
|
$
|
864,324
|
|
Non-compete agreements
|
31,754
|
|
|
(28,819
|
)
|
|
2,935
|
|
|
32,385
|
|
|
(25,384
|
)
|
|
7,001
|
|
||||||
Trademarks
|
10,073
|
|
|
(7,058
|
)
|
|
3,015
|
|
|
11,050
|
|
|
(7,002
|
)
|
|
4,048
|
|
||||||
Other
|
13,623
|
|
|
(13,548
|
)
|
|
75
|
|
|
13,622
|
|
|
(10,704
|
)
|
|
2,918
|
|
||||||
Total amortizable intangible
assets |
$
|
1,174,586
|
|
|
$
|
(356,833
|
)
|
|
$
|
817,753
|
|
|
$
|
1,130,634
|
|
|
$
|
(252,343
|
)
|
|
$
|
878,291
|
|
|
Jun. 30, 2018
|
|
Jul. 1, 2017
|
||||
|
(In thousands)
|
||||||
Trademarks
|
$
|
161,093
|
|
|
$
|
158,251
|
|
Licenses
|
966
|
|
|
969
|
|
||
Total indefinite-lived intangible assets
|
$
|
162,059
|
|
|
$
|
159,220
|
|
|
Amount
|
||
|
(In thousands)
|
||
2019
|
$
|
102,586
|
|
2020
|
98,536
|
|
|
2021
|
89,469
|
|
|
2022
|
86,878
|
|
|
2023
|
82,634
|
|
Maturity Date of the Hedging Instrument
|
|
Currency / Unit of Measure
|
|
Notional Value
|
|
|
|
|
(In millions)
|
Hedging of interest rate risk
|
|
|
|
|
April 2019
|
|
U.S. Dollar
|
|
500
|
October 2020
|
|
U.S. Dollar
|
|
750
|
July 2021
|
|
U.S. Dollar
|
|
500
|
March 2025
|
|
U.S. Dollar
|
|
500
|
|
|
|
|
|
Hedging of foreign currency risk
(1)
|
|
|
|
|
June 2019
|
|
U.S. Dollar
|
|
384
|
June 2021
|
|
U.S. Dollar
|
|
44
|
June 2021
|
|
Canadian Dollar
|
|
300
|
July 2021
|
|
Canadian Dollar
|
|
30
|
July 2021
|
|
British Pound Sterling
|
|
234
|
August 2021
|
|
British Pound Sterling
|
|
466
|
June 2023
|
|
Euro
|
|
500
|
|
|
|
|
|
Hedging of fuel risk
|
|
|
|
|
Various (July 2018 to June 2019)
|
|
Gallons
|
|
46
|
(1)
|
Foreign currency forward contracts used to hedge against foreign exchange exposures related to inventory purchases are not material to Sysco’s overall hedging portfolio.
|
|
|
|
Derivative Fair Value
|
||||||
|
Balance Sheet Location
|
|
Jun. 30, 2018
|
|
Jul. 1, 2017
|
||||
|
|
|
(In thousands)
|
||||||
Fair Value Hedges:
|
|
|
|
|
|
||||
Interest rate swaps
|
Other current assets
|
|
$
|
—
|
|
|
$
|
707
|
|
Interest rate swaps
|
Other current liabilities
|
|
6,820
|
|
|
—
|
|
||
Interest rate swaps
|
Other long-term liabilities
|
|
49,734
|
|
|
21,390
|
|
||
|
|
|
|
|
|
||||
Cash Flow Hedges:
|
|
|
|
|
|
||||
Fuel Swaps
|
Other current assets
|
|
$
|
15,316
|
|
|
$
|
717
|
|
Foreign currency forwards
|
Other current assets
|
|
693
|
|
|
—
|
|
||
Cross currency swaps
|
Other current assets
|
|
4,284
|
|
|
—
|
|
||
Cross currency swaps
|
Other assets
|
|
3,454
|
|
|
—
|
|
||
Fuel Swaps
|
Other current liabilities
|
|
—
|
|
|
6,160
|
|
||
Foreign currency forwards
|
Other current liabilities
|
|
71
|
|
|
154
|
|
||
Fuel swaps
|
Other long-term liabilities
|
|
—
|
|
|
160
|
|
||
Cross currency swaps
|
Other long-term liabilities
|
|
14,201
|
|
|
5,816
|
|
||
|
|
|
|
|
|
||||
Net Investment Hedges:
|
|
|
|
|
|
||||
Foreign currency swaps
|
Other assets
|
|
$
|
10,709
|
|
|
$
|
—
|
|
Foreign currency swaps
|
Other long-term liabilities
|
|
39,690
|
|
|
12,308
|
|
||
Foreign denominated debt
|
Long-term debt
|
|
584,150
|
|
|
571,450
|
|
|
|
2018
|
||||||||||
|
|
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
|
|
$
|
47,641,933
|
|
|
$
|
8,756,417
|
|
|
$
|
395,483
|
|
Gain or (loss) on fair value hedging relationships:
|
|
|
|
|
|
|
||||||
Interest contracts:
|
|
|
|
|
|
|
||||||
Hedged items
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(30,418
|
)
|
Derivatives designated as hedging instruments
|
|
—
|
|
|
—
|
|
|
(39,540
|
)
|
|||
Gain or (loss) on cash flow hedging relationships:
|
|
|
|
|
|
|
||||||
Fuel swaps:
|
|
|
|
|
|
|
||||||
Gain or (loss) reclassified from AOCI into income
|
|
$
|
—
|
|
|
$
|
13,983
|
|
|
$
|
—
|
|
Foreign currency contracts:
|
|
|
|
|
|
|
||||||
Gain or (loss) reclassified from AOCI into income
|
|
$
|
1,776
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest contracts:
|
|
|
|
|
|
|
||||||
Gain or (loss) reclassified from AOCI into income
(2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(11,499
|
)
|
(1)
|
The hedged total includes interest expense of
$63.5 million
and change in fair value of debt of
$33.1 million
.
|
(2)
|
Losses reclassified from AOCI into income represent amortization of losses on forward starting interest rate swap agreements that were previously settled.
|
|
2018
|
||||||||
|
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
|
$
|
21,878
|
|
|
Operating expense
|
|
$
|
13,983
|
|
Foreign currency contracts
|
1,118
|
|
|
Cost of goods sold
|
|
1,776
|
|
||
Total
|
$
|
22,996
|
|
|
|
|
$
|
15,759
|
|
|
|
|
|
|
|
||||
Derivatives in net investment hedging relationships:
|
|
|
|
|
|
||||
Foreign currency contracts
|
$
|
(20,584
|
)
|
|
N/A
|
|
$
|
—
|
|
Foreign denominated debt
|
(12,700
|
)
|
|
N/A
|
|
—
|
|
||
Total
|
$
|
(33,284
|
)
|
|
|
|
$
|
—
|
|
|
Jun. 30, 2018
|
||||||
|
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
|
$
|
(499,610
|
)
|
|
$
|
5,097
|
|
Long-term debt
|
(1,743,732
|
)
|
|
47,555
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Balance at beginning of period
|
$
|
245,811
|
|
|
$
|
199,059
|
|
|
$
|
193,312
|
|
Charged to costs and expenses
|
461,867
|
|
|
523,674
|
|
|
418,917
|
|
|||
Payments
|
(436,692
|
)
|
|
(476,922
|
)
|
|
(413,170
|
)
|
|||
Balance at end of period
|
$
|
270,986
|
|
|
$
|
245,811
|
|
|
$
|
199,059
|
|
(1)
|
Represents senior notes that are unsecured, are not subject to any sinking fund requirement and include a redemption provision that allows Sysco to retire the debentures and notes at any time prior to maturity at the greater of par plus accrued interest or an amount designed to ensure that the debenture and note holders are not penalized by the early redemption.
|
(2)
|
This debenture is not subject to any sinking fund requirement and is no longer redeemable prior to maturity.
|
|
Amount
|
||
|
(In thousands)
|
||
2019
|
$
|
788,309
|
|
2020
|
23,764
|
|
|
2021
|
768,076
|
|
|
2022
|
962,884
|
|
|
2023
|
590,112
|
|
Maturity Date
|
|
Par Value
(in millions) |
|
Coupon Rate
|
|
Pricing
(percentage of par) |
||||
March 15, 2025 (the 2025 Notes)
|
|
$
|
500
|
|
|
3.55
|
%
|
|
99.480
|
%
|
March 15, 2048 (the 2048 Notes)
|
|
500
|
|
|
4.45
|
|
|
99.378
|
|
Maturity Date
|
|
Par Value
|
|
Coupon Rate
|
|
Principal amount tendered
|
|
Remaining Par Value after tender offer
|
|
Cash amount paid (including interest)
|
|||||||||
|
|
(Dollars in millions)
|
|||||||||||||||||
April 15, 2027
|
|
$
|
50
|
|
|
7.160
|
%
|
|
$
|
5.7
|
|
|
$
|
44.3
|
|
|
$
|
7.4
|
|
August 1, 2028
|
|
225
|
|
|
6.500
|
|
|
61.9
|
|
|
163.1
|
|
|
77.3
|
|
||||
September 21, 2035
|
|
500
|
|
|
5.375
|
|
|
115.9
|
|
|
384.1
|
|
|
134.3
|
|
||||
March 17, 2039
|
|
250
|
|
|
6.625
|
|
|
47.0
|
|
|
203.0
|
|
|
63.7
|
|
|
Amount
|
||
|
(In thousands)
|
||
2019
|
$
|
111,560
|
|
2020
|
94,012
|
|
|
2021
|
77,319
|
|
|
2022
|
65,157
|
|
|
2023
|
51,173
|
|
|
Thereafter
|
266,137
|
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
||||||||||||
|
Jun. 30, 2018
|
|
Jul. 1, 2017
|
|
Jun. 30, 2018
|
|
Jul. 1, 2017
|
||||||||
|
(In thousands)
|
||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
||||||
Benefit obligation at beginning of year
|
$
|
4,224,231
|
|
|
$
|
4,284,776
|
|
|
$
|
420,735
|
|
|
$
|
400,028
|
|
Service cost
|
14,514
|
|
|
14,287
|
|
|
3,219
|
|
|
2,880
|
|
||||
Interest cost
|
173,827
|
|
|
171,282
|
|
|
10,667
|
|
|
9,951
|
|
||||
Amendments
|
—
|
|
|
925
|
|
|
(4,624
|
)
|
|
(110
|
)
|
||||
Curtailments
|
—
|
|
|
—
|
|
|
—
|
|
|
(611
|
)
|
||||
Actuarial (gain) loss, net
|
(89,253
|
)
|
|
(86,680
|
)
|
|
(21,162
|
)
|
|
26,528
|
|
||||
Total disbursements
|
(280,308
|
)
|
|
(160,359
|
)
|
|
(13,817
|
)
|
|
(13,879
|
)
|
||||
Exchange rate changes
|
—
|
|
|
—
|
|
|
3,982
|
|
|
(4,052
|
)
|
||||
Benefit obligation at end of year
|
4,043,011
|
|
|
4,224,231
|
|
|
399,000
|
|
|
420,735
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|||||||
Fair value of plan assets at beginning of year
|
3,341,662
|
|
|
3,115,040
|
|
|
259,372
|
|
|
271,821
|
|
||||
Actual return on plan assets
|
196,051
|
|
|
333,890
|
|
|
897
|
|
|
1,938
|
|
||||
Employer contribution
|
409,003
|
|
|
53,091
|
|
|
7,960
|
|
|
4,530
|
|
||||
Total disbursements
|
(280,308
|
)
|
|
(160,359
|
)
|
|
(13,817
|
)
|
|
(13,880
|
)
|
||||
Exchange rate changes
|
—
|
|
|
—
|
|
|
3,616
|
|
|
(5,037
|
)
|
||||
Fair value of plan assets at end of year
|
3,666,408
|
|
|
3,341,662
|
|
|
258,028
|
|
|
259,372
|
|
||||
Funded status at end of year
|
$
|
(376,603
|
)
|
|
$
|
(882,569
|
)
|
|
$
|
(140,972
|
)
|
|
$
|
(161,363
|
)
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
||||||||||||
|
Jun. 30, 2018
|
|
Jul. 1, 2017
|
|
Jun. 30, 2018
|
|
Jul. 1, 2017
|
||||||||
|
(In thousands)
|
||||||||||||||
Noncurrent assets (Other assets)
|
$
|
63,945
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current accrued benefit liability (Accrued expenses)
|
(31,313
|
)
|
|
(30,538
|
)
|
|
(1,280
|
)
|
|
(1,477
|
)
|
||||
Noncurrent accrued benefit liability (Other long-term liabilities)
|
(409,235
|
)
|
|
(852,031
|
)
|
|
(139,692
|
)
|
|
(159,886
|
)
|
||||
Net amount recognized
|
$
|
(376,603
|
)
|
|
$
|
(882,569
|
)
|
|
$
|
(140,972
|
)
|
|
$
|
(161,363
|
)
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Prior service cost
|
$
|
19,170
|
|
|
$
|
2,679
|
|
|
$
|
21,849
|
|
Actuarial losses (gains)
|
1,434,160
|
|
|
(26,106
|
)
|
|
1,408,054
|
|
|||
Total
|
$
|
1,453,330
|
|
|
$
|
(23,427
|
)
|
|
$
|
1,429,903
|
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Prior service cost
|
$
|
28,630
|
|
|
$
|
114
|
|
|
$
|
28,744
|
|
Actuarial losses (gains)
|
1,521,174
|
|
|
(35,935
|
)
|
|
1,485,239
|
|
|||
Total
|
$
|
1,549,804
|
|
|
$
|
(35,821
|
)
|
|
$
|
1,513,983
|
|
|
U.S. Pension Benefits
(1)
|
|
International Pension Benefits
|
|||||||||||
|
Jun. 30, 2018
|
|
Jul. 1, 2017
|
|
Jun. 30, 2018
|
|
Jul. 1, 2017
|
|||||||
|
(In thousands)
|
|||||||||||||
Accumulated benefit obligation/aggregate benefit obligation
|
$
|
4,034,383
|
|
|
$
|
4,213,318
|
|
|
$
|
392,457
|
|
|
413,552
|
|
Fair value of plan assets at end of year
|
3,666,408
|
|
|
3,341,662
|
|
|
258,028
|
|
|
259,372
|
|
(1)
|
Information under Pension Benefits as of
June 30, 2018
and
July 1, 2017
includes both the U.S. Retirement Plan and the SERP.
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
U.S. Pension Benefits
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Service cost
|
$
|
14,514
|
|
|
$
|
3,219
|
|
|
$
|
14,287
|
|
|
$
|
2,880
|
|
|
$
|
11,815
|
|
Interest cost
|
173,827
|
|
|
10,667
|
|
|
171,282
|
|
|
9,951
|
|
|
174,602
|
|
|||||
Expected return on plan assets
|
(233,987
|
)
|
|
(11,653
|
)
|
|
(222,699
|
)
|
|
(10,033
|
)
|
|
(216,888
|
)
|
|||||
Amortization of prior service cost
|
9,460
|
|
|
(2,003
|
)
|
|
11,202
|
|
|
(1
|
)
|
|
11,201
|
|
|||||
Amortization of actuarial loss
|
35,696
|
|
|
(67
|
)
|
|
41,511
|
|
|
(38
|
)
|
|
22,186
|
|
|||||
Curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(611
|
)
|
|
—
|
|
|||||
Settlement (gain) / Loss recognized
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net pension (benefits) costs
|
$
|
(490
|
)
|
|
$
|
179
|
|
|
$
|
15,583
|
|
|
$
|
2,148
|
|
|
$
|
2,916
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
U.S. Pension Benefits
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Amortization of prior service cost
|
$
|
9,460
|
|
|
$
|
(2,003
|
)
|
|
$
|
11,202
|
|
|
$
|
(1
|
)
|
|
$
|
11,202
|
|
Amortization of actuarial loss
|
35,696
|
|
|
(51
|
)
|
|
41,511
|
|
|
(38
|
)
|
|
22,186
|
|
|||||
Prior service cost arising in current year
|
—
|
|
|
4,624
|
|
|
(925
|
)
|
|
110
|
|
|
—
|
|
|||||
Effect of exchange rates on amounts in AOCI
|
—
|
|
|
(583
|
)
|
|
—
|
|
|
(1,269
|
)
|
|
—
|
|
|||||
Actuarial (loss) gain arising in current year
|
51,318
|
|
|
10,406
|
|
|
197,871
|
|
|
(34,623
|
)
|
|
(681,691
|
)
|
|||||
Net pension costs
|
$
|
96,474
|
|
|
$
|
12,393
|
|
|
$
|
249,659
|
|
|
$
|
(35,821
|
)
|
|
$
|
(648,303
|
)
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Amortization of prior service cost
|
$
|
8,380
|
|
|
$
|
(207
|
)
|
|
$
|
8,173
|
|
Amortization of actuarial losses (gains)
|
34,393
|
|
|
(113
|
)
|
|
34,280
|
|
|||
Total
|
$
|
42,773
|
|
|
$
|
(320
|
)
|
|
$
|
42,453
|
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
||||
|
(In thousands)
|
||||||
2019
|
$
|
138,963
|
|
|
$
|
10,279
|
|
2020
|
148,968
|
|
|
10,359
|
|
||
2021
|
159,879
|
|
|
12,305
|
|
||
2022
|
170,508
|
|
|
12,373
|
|
||
2023
|
180,863
|
|
|
13,887
|
|
||
Subsequent five years
|
1,041,354
|
|
|
89,281
|
|
|
Jun. 30, 2018
|
|
Jul. 1, 2017
|
||
Discount rate — U.S. Retirement Plan
|
4.28
|
%
|
|
4.19
|
%
|
Discount rate — SERP
|
4.41
|
|
|
4.08
|
|
Discount rate — U.K. Retirement Plan
|
2.85
|
|
|
2.60
|
|
Rate of compensation increase — U.S. Retirement Plan
|
2.62
|
|
|
2.62
|
|
|
U.S. Retirement Plan
|
||||
|
Target Asset Allocation
|
|
Actual Asset Allocation
|
||
Growth assets
|
30
|
%
|
|
29
|
%
|
Liability hedging assets
|
70
|
%
|
|
71
|
%
|
|
|
|
100
|
%
|
|
U.K. Retirement Plan
|
||||
|
Target Asset Allocation
|
|
Actual Asset Allocation
|
||
Common contractual fund
|
75
|
%
|
|
75
|
%
|
Liability hedging assets
|
25
|
|
|
25
|
|
|
|
|
100
|
%
|
•
|
Credit default and interest rate swaps: Valued using evaluated bid prices based on a compilation of observable market information. Inputs used for credit default swaps include spread curves and trade data about the credit quality of the counterparty. Inputs used for interest rate swaps include benchmark yields, swap curves, cash flow analysis, and interdealer broker rates. Credit default and interest rate swaps are included as a Level 2 measurement in the table below.
|
•
|
Foreign currency contracts: Valued using a standardized interpolation model that utilizes the quoted prices for standard-length forward foreign currency contracts and adjusts to the remaining term outstanding on the contract being valued. Foreign currency contracts are included as a Level 2 measurement in the table below.
|
•
|
Futures and option contracts: Valued at the closing price reported on the exchange market for exchange-traded futures and options. Over-the-counter options are valued using pricing models that are based on observable market information. Exchange-traded futures and options are included as a Level 1 measurement in the table below; over-the-counter options are included as a Level 2 measurement.
|
|
Assets Measured at Fair Value as of Jun. 30, 2018
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Measured at NAV
(7)
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
25,810
|
|
|
$
|
34,430
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60,240
|
|
Growth assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. equity
(1)
|
80,719
|
|
|
—
|
|
|
—
|
|
|
143,701
|
|
|
224,420
|
|
|||||
International equity
(1)
|
57,959
|
|
|
—
|
|
|
—
|
|
|
109,186
|
|
|
167,145
|
|
|||||
Hedge fund of funds
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
388,281
|
|
|
388,281
|
|
|||||
Real estate funds
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
146,389
|
|
|
146,389
|
|
|||||
Private equity funds
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
84,003
|
|
|
84,003
|
|
|||||
Liability hedging assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate bonds
|
—
|
|
|
1,775,324
|
|
|
—
|
|
|
—
|
|
|
1,775,324
|
|
|||||
U.S. government and agency securities
(1)
|
—
|
|
|
277,986
|
|
|
—
|
|
|
469,868
|
|
|
747,854
|
|
|||||
Other
(5)
|
—
|
|
|
27,324
|
|
|
—
|
|
|
—
|
|
|
27,324
|
|
|||||
High yield and emerging markets fixed income
(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
45,428
|
|
|
45,428
|
|
|||||
Total investments at fair value
|
$
|
164,488
|
|
|
$
|
2,115,064
|
|
|
$
|
—
|
|
|
$
|
1,386,856
|
|
|
$
|
3,666,408
|
|
(1)
|
Include direct investments in equity securities and within investment funds for which fair value is measured at NAV. There are
no
unfunded commitments as of
June 30, 2018
. The remaining investments may be redeemed once per day with advanced written notice and subject to applicable limits.
|
(2)
|
There were
no
unfunded commitments as of
June 30, 2018
, and there were
no
redemption restrictions as of
June 30, 2018
. The investment may be redeemed once per quarter.
|
(3)
|
The estimate of the liquidation period for these funds varies from
2018
to
2021
. The remaining investments may be redeemed once per day with advanced written notice and subject to applicable limits.
|
(4)
|
Total unfunded commitments as of
June 30, 2018
was
$22.6 million
. The investments cannot be redeemed, but the fund will make distributions through liquidation. The estimate of the liquidation period varies for each fund from
2018
to
2031
.
|
(5)
|
Include foreign government and state and municipal debt securities.
|
(6)
|
There were
no
unfunded commitments as of
June 30, 2018
, and there were
no
redemption restrictions as of
June 30, 2018
. The investment may be redeemed once per day. The daily maximum withdrawal limitation is the greater of
$2.0 million
or
5%
of the asset value.
|
(7)
|
Include certain investments that are measured at fair value using the NAV practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.
|
|
Assets Measured at Fair Value as of Jun. 30, 2018
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Measured at NAV
(3)
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Liability hedging assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
30,987
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,987
|
|
U.K. government securities
|
—
|
|
|
9,336
|
|
|
—
|
|
|
—
|
|
|
9,336
|
|
|||||
Derivatives, net
(1)
|
—
|
|
|
17,658
|
|
|
—
|
|
|
—
|
|
|
17,658
|
|
|||||
Pooled funds
|
—
|
|
|
5,387
|
|
|
—
|
|
|
—
|
|
|
5,387
|
|
|||||
Investment funds:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common contractual fund
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
194,660
|
|
|
194,660
|
|
|||||
Total investments at fair value
|
$
|
30,987
|
|
|
$
|
32,381
|
|
|
$
|
—
|
|
|
$
|
194,660
|
|
|
$
|
258,028
|
|
(1)
|
Include interest rate swaps and zero coupon swaps. The fair value of asset positions totaled
$45.2 million
; the fair value of liability positions totaled
$27.5 million
.
|
(2)
|
There were
$20.8 million
of unfunded commitments as of
June 30, 2018
, and there were no redemption restrictions as of
June 30, 2018
. The investment may be redeemed once per week.
|
(3)
|
Include certain investments that are measured at fair value using the NAV practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet
|
|
Assets Measured at Fair Value as of Jul. 1, 2017
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Measured at NAV
(4)
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
2,989
|
|
|
$
|
37,346
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,335
|
|
U.S. equity
(1)
|
331,946
|
|
|
—
|
|
|
—
|
|
|
577,626
|
|
|
909,572
|
|
|||||
International equity
(1)
|
185,502
|
|
|
—
|
|
|
—
|
|
|
537,317
|
|
|
722,819
|
|
|||||
Long duration fixed income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Corporate bonds
|
—
|
|
|
628,033
|
|
|
—
|
|
|
—
|
|
|
628,033
|
|
|||||
U.S. government and agency securities
|
—
|
|
|
250,940
|
|
|
—
|
|
|
—
|
|
|
250,940
|
|
|||||
Other
(2)
|
—
|
|
|
6,220
|
|
|
—
|
|
|
—
|
|
|
6,220
|
|
|||||
Derivatives, net
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
High yield and emerging markets fixed income
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
226,358
|
|
|
226,358
|
|
|||||
Alternative investment funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Hedge fund of funds
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
336,812
|
|
|
336,812
|
|
|||||
Real estate funds
(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
145,208
|
|
|
145,208
|
|
|||||
Private equity funds
(7)
|
—
|
|
|
—
|
|
|
—
|
|
|
75,365
|
|
|
75,365
|
|
|||||
Total investments at fair value
|
$
|
520,437
|
|
|
$
|
922,539
|
|
|
$
|
—
|
|
|
$
|
1,898,686
|
|
|
$
|
3,341,662
|
|
(1)
|
Include direct investments in equity securities and within investment funds for which fair value is measured at NAV. There are
no
unfunded commitments as of
July 1, 2017
, and there were
no
redemption restrictions as of
July 1, 2017
.
|
(2)
|
Include foreign government and state and municipal debt securities.
|
(3)
|
There was
no
unfunded commitments as of
July 1, 2017
, and there were
no
redemption restrictions as of
July 1, 2017
. The investment may be redeemed once per day. The daily maximum withdrawal limitation is the greater of
$2.0 million
or
5%
of the asset value.
|
(4)
|
Include certain investments that are measured at fair value using the NAV practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.
|
(5)
|
There was
no
unfunded commitments as of
July 1, 2017
, and there were
no
redemption restrictions as of
July 1, 2017
. The investment may be redeemed once per quarter.
|
(6)
|
For investments in the funds listed in this category, total unfunded commitment as of
July 1, 2017
was
$10.0 million
. Approximately
15%
of the investments cannot be redeemed but the fund will make distributions through liquidation. The estimate of the liquidation period for these funds varies from
2018
to
2021
. The remaining investments may be redeemed once per day or once per quarter.
|
(7)
|
Total unfunded commitment as of
July 1, 2017
was
$30.7 million
. The investments cannot be redeemed but the fund will make distributions through liquidation. The estimate of the liquidation period varies for each fund from
2017
to
2031
.
|
|
Assets Measured at Fair Value as of Jul. 1, 2017
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Measured at NAV
(3)
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Liability hedging assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
26,992
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,992
|
|
U.K. government securities
|
—
|
|
|
9,327
|
|
|
—
|
|
|
—
|
|
|
9,327
|
|
|||||
Derivatives, net
(1)
|
—
|
|
|
20,900
|
|
|
—
|
|
|
—
|
|
|
20,900
|
|
|||||
Pooled funds
|
—
|
|
|
10,296
|
|
|
—
|
|
|
—
|
|
|
10,296
|
|
|||||
Investment funds:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common contractual fund
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
191,508
|
|
|
191,508
|
|
|||||
Total investments at fair value
|
$
|
26,992
|
|
|
$
|
40,523
|
|
|
$
|
—
|
|
|
$
|
191,508
|
|
|
$
|
259,023
|
|
(1)
|
Include interest rate swaps and zero coupon swaps. The fair value of asset positions totaled
$47.4 million
; the fair value of liability positions totaled
$26.5 million
.
|
(2)
|
There were
$9.3 million
of unfunded commitments as of
July 1, 2017
, and there were no redemption restrictions as of
July 1, 2017
. The investment may be redeemed once per week.
|
(3)
|
Include certain investments that are measured at fair value using the NAV practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet
|
•
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
If Sysco chooses to stop participating in some of its multiemployer plans in the U.S, Sysco may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Individually significant plans
|
$
|
39,121
|
|
|
$
|
36,653
|
|
|
$
|
33,787
|
|
All other plans
|
7,254
|
|
|
7,898
|
|
|
7,260
|
|
|||
Total contributions
|
$
|
46,375
|
|
|
$
|
44,551
|
|
|
$
|
41,047
|
|
•
|
The “EIN-PN” column provides the Employer Identification Number (EIN) and the three-digit plan number (PN).
|
•
|
The “Pension Protection Act Zone Status” columns provide the two most recent Pension Protection Act zone statuses available from each plan. The zone status is based on information that the company received from the plan’s administrators and is certified by each plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the orange zone are both less than 80% funded and have an accumulated funding deficiency or are expected to have a deficiency in any of the next six plan years, plans in the yellow zone are less than 80% funded and plans in the green zone are at least 80% funded. The Multiemployer Protection Act of 2014 created a new zone called “critical and declining.” Plans are generally considered “critical and declining” if they are projected to become insolvent within 15 years.
|
•
|
The “FIP/RP Status” column indicates whether a financial improvement plan (FIP) for yellow/orange zone plans or a rehabilitation plan (RP) for red zone plans is pending or implemented in the current year or was put in place in a prior year. A status of “Pending” indicates a FIP/RP has been approved but actual period covered by the FIP/RP has not begun. A status of “Implemented” means the period covered by the FIP/RP began in the current year or is ongoing.
|
•
|
The “Surcharge Imposed” column indicates whether a surcharge was paid during the most recent annual period presented for the company’s contributions to each plan in the red zone. If the company’s current collective bargaining agreement (CBA) with a plan satisfies the requirements of a pending but not yet implemented RP, then the payment of surcharges is not required and “No” will be reflected in this column. If the company’s current CBA with a plan does not yet satisfy the requirements of a pending but not yet implemented RP, then the payment of surcharges is required and “Yes” will be reflected in this column.
|
|
|
|
|
Pension Protection Act
Zone Status |
|
|
|
|
|
|
||
Pension Fund
|
|
EIN-PN
|
|
As of
12/31/18 |
|
As of
12/31/17 |
|
FIP/RP
Status |
|
Surcharge
Imposed |
|
Expiration
Date(s) of CBA(s) |
Western Conference of Teamsters Pension Plan
|
|
91-6145047-001
|
|
Green
|
|
Green
|
|
N/A
|
|
N/A
|
|
9/1/2018 to 1/6/2024
(1)
|
Teamsters Pension Trust Fund of Philadelphia and Vicinity
|
|
23-1511735-001
|
|
Yellow
|
|
Yellow
|
|
Implemented
|
|
N/A
|
|
7/20/2020
|
Truck Drivers and Helpers Local Union No. 355 Retirement Pension Fund
|
|
52-6043608-001
|
|
Yellow
|
|
Yellow
|
|
Implemented
|
|
N/A
|
|
2/28/2022
|
Minneapolis Food Distributing Industry Pension Plan
|
|
41-6047047-001
|
|
Green
|
|
Green
|
|
Implemented
|
|
N/A
|
|
8/1/2021
|
(1)
|
Sysco is party to
22
CBAs that require contributions to the Western Conference of Teamsters Pension Trust. Each agreement covers anywhere from less than
1%
to
11%
of the total contributions Sysco is required to pay the fund.
|
•
|
The “Sysco Contributions” columns provide contribution amounts based on Sysco’s fiscal years, which may not coincide with the plans’ fiscal years.
|
•
|
The “Sysco 5% of Total Plan Contributions” columns indicate whether Sysco was listed in the plan’s most recently filed Form 5500s as providing more than five percent of the total contributions to the plan, and the plan year-end is noted.
|
|
|
Sysco Contributions
|
|
Sysco 5% of
Total Plan Contributions
|
||||||||||||
Pension Fund
|
|
2018
|
|
2017
|
|
2016
|
|
Year Ending
12/31/17 |
|
Year Ending
12/31/16 |
||||||
|
|
(In thousands)
|
|
|
|
|
||||||||||
Western Conference of Teamsters Pension Plan
|
|
$
|
30,460
|
|
|
$
|
28,145
|
|
|
$
|
24,684
|
|
|
No
|
|
No
|
Teamsters Pension Trust Fund of Philadelphia and Vicinity
|
|
3,313
|
|
|
3,081
|
|
|
2,375
|
|
|
No
|
|
No
|
|||
Truck Drivers and Helpers Local Union No. 355 Retirement Pension Fund
|
|
2,245
|
|
|
2,430
|
|
|
2,237
|
|
|
Yes
|
|
Yes
|
|||
Minneapolis Food Distributing Industry Pension Plan
|
|
3,103
|
|
|
2,996
|
|
|
2,996
|
|
|
Yes
|
|
Yes
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands, except for share and per share data)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
1,430,766
|
|
|
$
|
1,142,503
|
|
|
$
|
949,622
|
|
Denominator:
|
|
|
|
|
|
|
|||||
Weighted-average basic shares outstanding
|
522,926,914
|
|
|
543,496,816
|
|
|
573,057,406
|
|
|||
Dilutive effect of share-based awards
|
6,162,940
|
|
|
5,048,211
|
|
|
4,334,000
|
|
|||
Weighted-average diluted shares outstanding
|
529,089,854
|
|
|
548,545,027
|
|
|
577,391,406
|
|
|||
Basic earnings per share
|
$
|
2.74
|
|
|
$
|
2.10
|
|
|
$
|
1.66
|
|
Diluted earnings per share
|
$
|
2.70
|
|
|
$
|
2.08
|
|
|
$
|
1.64
|
|
|
|
|
2018
|
||||||||||
|
Location of Expense
(Income) Recognized in Net Earnings |
|
Before Tax
Amount |
|
Tax
|
|
Net of Tax
Amount |
||||||
|
|
|
(In thousands)
|
||||||||||
Pension and other postretirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|||
Other comprehensive income before reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Net actuarial gain (loss), arising in the current year
|
|
$
|
69,476
|
|
|
$
|
16,965
|
|
|
$
|
52,511
|
|
|
Reclassification adjustments:
|
|
|
|
|
|
|
|
|
|
|
|||
Amortization of prior service cost
|
Operating expenses
|
|
9,636
|
|
|
2,731
|
|
|
6,905
|
|
|||
Amortization of actuarial loss (gain), net
|
Operating expenses
|
|
35,044
|
|
|
9,934
|
|
|
25,110
|
|
|||
Total reclassification adjustments
|
|
44,680
|
|
|
12,665
|
|
|
32,015
|
|
||||
Foreign currency translation:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
N/A
|
|
(22,987
|
)
|
|
—
|
|
|
(22,987
|
)
|
|||
Hedging instruments:
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss) before reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Change in cash flow hedges
|
Operating expenses
(1)
|
|
23,872
|
|
|
9,529
|
|
|
14,343
|
|
|||
Change in net investment hedges
|
N/A
|
|
(2,443
|
)
|
|
(8,234
|
)
|
|
5,791
|
|
|||
Total other comprehensive income (loss) before reclassification adjustments
|
|
|
21,429
|
|
|
1,295
|
|
|
20,134
|
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Amortization of cash flow hedges
|
Interest expense
|
|
11,499
|
|
|
3,259
|
|
|
8,240
|
|
|||
Total other comprehensive income (loss)
|
|
$
|
124,097
|
|
|
$
|
34,184
|
|
|
$
|
89,913
|
|
(1)
|
Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|||
Other comprehensive income before reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Net actuarial (loss) gain, net arising in the current year
|
|
|
$
|
168,498
|
|
|
$
|
71,215
|
|
|
$
|
97,283
|
|
Reclassification adjustments:
|
|
|
|
|
|
|
|
|
|
|
|||
Amortization of prior service cost
|
Operating expenses
|
|
11,370
|
|
|
4,366
|
|
|
7,004
|
|
|||
Amortization of actuarial loss (gain), net
|
Operating expenses
|
|
41,689
|
|
|
15,724
|
|
|
25,965
|
|
|||
Total reclassification adjustments
|
|
53,059
|
|
|
20,090
|
|
|
32,969
|
|
||||
Foreign currency translation:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
N/A
|
|
(11,243
|
)
|
|
—
|
|
|
(11,243
|
)
|
|||
Hedging instruments:
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss) before reclassification adjustments:
|
|
|
|
|
|
|
|
|
|
|
|||
Change in cash flow hedges
|
Operating expenses
(1)
|
|
(10,871
|
)
|
|
(4,173
|
)
|
|
(6,698
|
)
|
|||
Change in net investment hedges
|
N/A
|
|
(34,152
|
)
|
|
(10,140
|
)
|
|
(24,012
|
)
|
|||
Total other comprehensive income (loss) before reclassification adjustments
|
|
|
(45,023
|
)
|
|
(14,313
|
)
|
|
(30,710
|
)
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Amortization of cash flow hedges
|
Interest expense
|
|
11,495
|
|
|
4,413
|
|
|
7,082
|
|
|||
Total other comprehensive income (loss)
|
|
$
|
176,786
|
|
|
$
|
81,405
|
|
|
$
|
95,381
|
|
(1)
|
Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.
|
|
|
|
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:
|
|
|
|
|
|
|
|
||||||
Other comprehensive income before reclassification adjustments
|
|
|
|
|
|
|
|
||||||
Net actuarial (loss) gain, net arising in the current year
|
|
$
|
(681,034
|
)
|
|
$
|
(261,517
|
)
|
|
$
|
(419,517
|
)
|
|
Reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Amortization of prior service cost
|
Operating expenses
|
|
11,351
|
|
|
4,359
|
|
|
6,992
|
|
|||
Amortization of actuarial loss (gain), net
|
Operating expenses
|
|
21,677
|
|
|
8,325
|
|
|
13,352
|
|
|||
Total reclassification adjustments
|
|
33,028
|
|
|
12,684
|
|
|
20,344
|
|
||||
Foreign currency translation:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
N/A
|
|
(39,080
|
)
|
|
—
|
|
|
(39,080
|
)
|
|||
Interest rate swaps:
|
|
|
|
|
|
|
|
||||||
Other comprehensive income before reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Change in cash flow hedges
|
|
|
(6,134
|
)
|
|
(2,355
|
)
|
|
(3,779
|
)
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Amortization of cash flow hedges
|
Interest expense
|
|
11,543
|
|
|
4,432
|
|
|
7,111
|
|
|||
Total other comprehensive loss
|
|
$
|
(681,677
|
)
|
|
$
|
(246,756
|
)
|
|
$
|
(434,921
|
)
|
|
Pension and Other Postretirement Benefit Plans,
net of tax |
|
Foreign Currency Translation
|
|
Hedging, net of tax
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance as of Jun. 27, 2015
|
$
|
(705,311
|
)
|
|
$
|
(97,733
|
)
|
|
$
|
(120,153
|
)
|
|
$
|
(923,197
|
)
|
Other comprehensive income before
reclassification adjustments |
(419,517
|
)
|
|
(39,080
|
)
|
|
(3,779
|
)
|
|
(462,376
|
)
|
||||
Amounts reclassified from accumulated
other comprehensive loss |
20,344
|
|
|
—
|
|
|
7,111
|
|
|
27,455
|
|
||||
Balance as of Jul. 2, 2016
|
(1,104,484
|
)
|
|
(136,813
|
)
|
|
(116,821
|
)
|
|
(1,358,118
|
)
|
||||
Other comprehensive income before
reclassification adjustments |
97,283
|
|
|
(11,243
|
)
|
|
(30,710
|
)
|
|
55,330
|
|
||||
Amounts reclassified from accumulated
other comprehensive loss |
32,969
|
|
|
—
|
|
|
7,082
|
|
|
40,051
|
|
||||
Balance as of Jul. 1, 2017
|
(974,232
|
)
|
|
(148,056
|
)
|
|
(140,449
|
)
|
|
(1,262,737
|
)
|
||||
Other comprehensive income before
reclassification adjustments |
52,511
|
|
|
(22,987
|
)
|
|
20,134
|
|
|
49,658
|
|
||||
Amounts reclassified from accumulated
other comprehensive loss |
32,015
|
|
|
—
|
|
|
8,240
|
|
|
40,255
|
|
||||
Amounts reclassified to retained earnings
(1)
|
(205,353
|
)
|
|
—
|
|
|
(31,092
|
)
|
|
(236,445
|
)
|
||||
Balance as of Jun. 30, 2018
|
$
|
(1,095,059
|
)
|
|
$
|
(171,043
|
)
|
|
$
|
(143,167
|
)
|
|
$
|
(1,409,269
|
)
|
(1)
|
Deferred taxes stranded in AOCI as a result of the Tax Act were reclassified to retained earnings as a result of early adopting ASU 2018-02.
|
|
2018
|
|
2017
|
|
2016
|
|||
Dividend yield
|
2.6
|
%
|
|
2.8
|
%
|
|
3.1
|
%
|
Expected volatility
|
17.5
|
%
|
|
16.9
|
%
|
|
20.4
|
%
|
Risk-free interest rate
|
2.0
|
%
|
|
1.4
|
%
|
|
2.0
|
%
|
Expected Life
|
7.0 years
|
|
|
7.2 years
|
|
|
7.2 years
|
|
|
Shares Under Option
|
|
Weighted Average Exercise Price Per Share
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value
(in thousands)
|
|||||
Outstanding as of July 1, 2017
|
21,070,836
|
|
|
$
|
39.16
|
|
|
|
|
|
||
Granted
|
4,042,415
|
|
|
51.24
|
|
|
|
|
|
|||
Exercised
|
6,400,982
|
|
|
32.65
|
|
|
|
|
|
|||
Forfeited
|
299,584
|
|
|
48.48
|
|
|
|
|
|
|||
Expired
|
21,075
|
|
|
28.87
|
|
|
|
|
|
|||
Outstanding as of June 30, 2018
|
18,391,610
|
|
|
$
|
43.92
|
|
|
7.23
|
|
$
|
448,133
|
|
Vested or expected to vest as of June 30, 2018
|
12,006,173
|
|
|
$
|
46.30
|
|
|
7.87
|
|
$
|
263,972
|
|
Exercisable as of June 30, 2018
|
6,232,851
|
|
|
$
|
39.23
|
|
|
5.96
|
|
$
|
181,146
|
|
|
Shares
|
|
Weighted Average Grant Date Fair Value Per Share
|
|||
Non-vested as of July 1, 2017
|
2,643,599
|
|
|
$
|
46.24
|
|
Granted
|
1,592,564
|
|
|
53.13
|
|
|
Vested
|
(975,994
|
)
|
|
41.44
|
|
|
Forfeited
|
(173,285
|
)
|
|
50.35
|
|
|
Non-vested as of June 30, 2018
|
3,086,884
|
|
|
$
|
51.08
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
1,765,793
|
|
|
$
|
1,569,073
|
|
|
$
|
1,225,142
|
|
Foreign
|
190,431
|
|
|
197,157
|
|
|
207,865
|
|
|||
Total
|
$
|
1,956,224
|
|
|
$
|
1,766,230
|
|
|
$
|
1,433,007
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
U.S. federal income taxes
|
$
|
399,254
|
|
|
$
|
534,266
|
|
|
$
|
429,658
|
|
State and local income taxes
|
62,670
|
|
|
69,913
|
|
|
34,032
|
|
|||
Foreign income taxes
|
63,534
|
|
|
19,548
|
|
|
19,695
|
|
|||
Total
|
$
|
525,458
|
|
|
$
|
623,727
|
|
|
$
|
483,385
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Current
|
$
|
337,550
|
|
|
$
|
675,573
|
|
|
$
|
389,514
|
|
Deferred
|
187,908
|
|
|
(51,846
|
)
|
|
93,871
|
|
|||
Total
|
$
|
525,458
|
|
|
$
|
623,727
|
|
|
$
|
483,385
|
|
|
Jun. 30, 2018
|
|
Jul. 1, 2017
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
|
|||
Net operating loss carryforwards
|
$
|
226,274
|
|
|
$
|
194,287
|
|
Pension
|
115,361
|
|
|
360,864
|
|
||
Share-based compensation
|
34,486
|
|
|
48,077
|
|
||
Deferred compensation
|
29,512
|
|
|
39,830
|
|
||
Self-insured liabilities
|
—
|
|
|
84,401
|
|
||
Receivables
|
13,001
|
|
|
30,842
|
|
||
Inventory
|
14,728
|
|
|
21,332
|
|
||
Foreign currency remeasurement losses and currency hedge
|
15,796
|
|
|
13,221
|
|
||
Other
|
33,386
|
|
|
54,619
|
|
||
Deferred tax assets before valuation allowances
|
482,544
|
|
|
847,473
|
|
||
Valuation allowances
|
(123,237
|
)
|
|
(114,151
|
)
|
||
Total deferred tax assets
|
359,307
|
|
|
733,322
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Excess tax depreciation and basis differences of assets
|
180,950
|
|
|
247,510
|
|
||
Goodwill and intangible assets
|
373,041
|
|
|
455,340
|
|
||
Other
|
40,774
|
|
|
49,654
|
|
||
Total deferred tax liabilities
|
594,765
|
|
|
752,504
|
|
||
Total net deferred tax assets / (liabilities)
|
$
|
(235,458
|
)
|
|
$
|
(19,182
|
)
|
|
2018
|
|
2017
|
|
2016
|
|||
U.S. statutory federal income tax rate
|
28.00
|
%
|
|
35.00
|
%
|
|
35.00
|
%
|
State and local income taxes, net of any
applicable federal income tax benefit |
2.48
|
|
|
2.61
|
|
|
1.79
|
|
Foreign income taxes
|
0.07
|
|
|
(2.81
|
)
|
|
(2.40
|
)
|
Uncertain tax position
|
(0.22
|
)
|
|
0.01
|
|
|
(1.96
|
)
|
Tax benefit of equity-based compensation
|
(2.66
|
)
|
|
—
|
|
|
—
|
|
Impact of US Tax Reform
|
0.13
|
|
|
—
|
|
|
—
|
|
Other
|
(0.95
|
)
|
|
0.50
|
|
|
1.30
|
|
Effective income tax rate
|
26.85
|
%
|
|
35.31
|
%
|
|
33.73
|
%
|
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Unrecognized tax benefits at beginning of year
|
$
|
16,278
|
|
|
$
|
24,614
|
|
Additions for tax positions related to prior years
|
652
|
|
|
648
|
|
||
Reductions for tax positions related to prior years
|
(4,033
|
)
|
|
(2,147
|
)
|
||
Reductions due to settlements with taxing authorities
|
(702
|
)
|
|
(6,837
|
)
|
||
Unrecognized tax benefits at end of year
|
$
|
12,195
|
|
|
$
|
16,278
|
|
|
Amount
|
||
|
(In thousands)
|
||
2019
|
$
|
1,762,782
|
|
2020
|
339,016
|
|
|
2021
|
1,459
|
|
•
|
U.S. Foodservice Operations - primarily includes U.S. Broadline operations, which distribute a full line of food products, including custom-cut meat, seafood, specialty produce, specialty imports and a wide variety of non-food products;
|
•
|
International Foodservice Operations - includes operations in the Americas and Europe, which distribute a full line of food products and a wide variety of non-food products. The Americas primarily consists of operations in Canada, Bahamas, Mexico, Costa Rica and Panama, as well as our operations that distribute to international customers. Our European operations primarily consist of operations in the United Kingdom (U.K.), France, Ireland and Sweden;
|
•
|
SYGMA - our U.S. 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.
|
|
Fiscal Year
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Sales:
|
(In thousands)
|
||||||||||
U.S. Foodservice Operations
|
$
|
39,642,263
|
|
|
$
|
37,604,698
|
|
|
$
|
37,776,443
|
|
International Foodservice Operations
|
11,518,565
|
|
|
10,613,059
|
|
|
5,436,209
|
|
|||
SYGMA
|
6,557,033
|
|
|
6,178,909
|
|
|
6,102,328
|
|
|||
Other
|
1,009,463
|
|
|
974,473
|
|
|
1,051,939
|
|
|||
Total
|
$
|
58,727,324
|
|
|
$
|
55,371,139
|
|
|
$
|
50,366,919
|
|
|
|
|
|
|
|
||||||
|
Fiscal Year
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating income:
|
(In thousands)
|
||||||||||
U.S. Foodservice Operations
|
$
|
3,051,991
|
|
|
$
|
2,891,612
|
|
|
$
|
2,771,932
|
|
International Foodservice Operations
|
193,240
|
|
|
243,116
|
|
|
177,159
|
|
|||
SYGMA
|
24,318
|
|
|
23,299
|
|
|
27,469
|
|
|||
Other
|
39,485
|
|
|
30,218
|
|
|
32,586
|
|
|||
Total segments
|
3,309,034
|
|
|
3,188,245
|
|
|
3,009,146
|
|
|||
Corporate
|
(980,060
|
)
|
|
(1,135,074
|
)
|
|
(1,158,646
|
)
|
|||
Total operating income
|
2,328,974
|
|
|
2,053,171
|
|
|
1,850,500
|
|
|||
Interest expense
|
395,483
|
|
|
302,878
|
|
|
306,146
|
|
|||
Other expense (income), net
|
(22,733
|
)
|
|
(15,937
|
)
|
|
111,347
|
|
|||
Earnings before income taxes
|
$
|
1,956,224
|
|
|
$
|
1,766,230
|
|
|
$
|
1,433,007
|
|
|
|
|
|
|
|
||||||
|
Fiscal Year
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Depreciation and amortization:
|
(In thousands)
|
||||||||||
U.S. Foodservice Operations
|
$
|
348,041
|
|
|
$
|
266,024
|
|
|
$
|
252,392
|
|
International Foodservice Operations
|
258,156
|
|
|
243,628
|
|
|
70,184
|
|
|||
SYGMA
|
36,367
|
|
|
34,890
|
|
|
31,792
|
|
|||
Other
|
9,599
|
|
|
10,678
|
|
|
12,450
|
|
|||
Total segments
|
652,163
|
|
|
555,220
|
|
|
366,818
|
|
|||
Corporate
|
113,335
|
|
|
346,772
|
|
|
295,892
|
|
|||
Total
|
$
|
765,498
|
|
|
$
|
901,992
|
|
|
$
|
662,710
|
|
|
|
|
|
|
|
||||||
|
Fiscal Year
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Capital Expenditures:
|
(In thousands)
|
||||||||||
U.S. Foodservice Operations
|
$
|
262,887
|
|
|
$
|
194,714
|
|
|
$
|
153,528
|
|
International Foodservice Operations
|
157,139
|
|
|
228,564
|
|
|
56,689
|
|
|||
SYGMA
|
45,132
|
|
|
50,722
|
|
|
31,811
|
|
|||
Other
|
11,406
|
|
|
13,237
|
|
|
20,702
|
|
|||
Total segments
|
476,564
|
|
|
487,237
|
|
|
262,730
|
|
|||
Corporate
|
211,251
|
|
|
199,141
|
|
|
264,616
|
|
|||
Total
|
$
|
687,815
|
|
|
$
|
686,378
|
|
|
$
|
527,346
|
|
|
Fiscal Year
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Assets:
|
(In thousands)
|
||||||||||
U.S. Foodservice Operations
|
$
|
7,039,354
|
|
|
$
|
6,675,543
|
|
|
$
|
6,753,056
|
|
International Foodservice Operations
|
6,112,666
|
|
|
6,433,815
|
|
|
2,019,406
|
|
|||
SYGMA
|
662,290
|
|
|
625,653
|
|
|
539,639
|
|
|||
Other
|
452,426
|
|
|
448,885
|
|
|
459,785
|
|
|||
Total segments
|
14,266,736
|
|
|
14,183,896
|
|
|
9,771,886
|
|
|||
Corporate
|
3,803,668
|
|
|
3,572,759
|
|
|
6,949,918
|
|
|||
Total
|
$
|
18,070,404
|
|
|
$
|
17,756,655
|
|
|
$
|
16,721,804
|
|
|
Fiscal Year
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Fresh and frozen meats
|
$
|
11,312,969
|
|
|
$
|
10,605,678
|
|
|
$
|
10,273,247
|
|
Canned and dry products
|
9,768,206
|
|
|
8,695,829
|
|
|
8,402,230
|
|
|||
Frozen fruits, vegetables, bakery and other
|
9,025,762
|
|
|
8,444,260
|
|
|
6,719,648
|
|
|||
Dairy products
|
6,037,409
|
|
|
5,610,101
|
|
|
5,276,991
|
|
|||
Poultry
|
5,979,399
|
|
|
5,873,944
|
|
|
5,392,933
|
|
|||
Fresh produce
|
4,929,366
|
|
|
4,701,440
|
|
|
4,156,978
|
|
|||
Paper and disposables
|
3,837,943
|
|
|
3,596,470
|
|
|
3,557,514
|
|
|||
Seafood
|
3,280,308
|
|
|
3,089,350
|
|
|
2,541,239
|
|
|||
Beverage products
|
1,965,251
|
|
|
2,059,453
|
|
|
1,849,780
|
|
|||
Janitorial products
|
1,395,100
|
|
|
1,331,019
|
|
|
1,251,821
|
|
|||
Equipment and smallwares
|
795,406
|
|
|
794,087
|
|
|
593,595
|
|
|||
Medical supplies
|
400,205
|
|
|
569,508
|
|
|
350,943
|
|
|||
Total
|
$
|
58,727,324
|
|
|
$
|
55,371,139
|
|
|
$
|
50,366,919
|
|
|
Fiscal Year
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Sales:
|
|
|
|
|
|
||||||
United States
|
$
|
46,812,297
|
|
|
$
|
44,395,765
|
|
|
$
|
44,922,937
|
|
Canada
|
4,661,615
|
|
|
4,346,894
|
|
|
4,486,282
|
|
|||
United Kingdom
|
3,176,069
|
|
|
2,974,133
|
|
|
—
|
|
|||
France
|
1,625,407
|
|
|
1,426,973
|
|
|
—
|
|
|||
Other
|
2,451,936
|
|
|
2,227,374
|
|
|
957,700
|
|
|||
Total
|
$
|
58,727,324
|
|
|
$
|
55,371,139
|
|
|
$
|
50,366,919
|
|
Long-lived assets:
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
3,448,164
|
|
|
$
|
3,252,980
|
|
|
$
|
3,461,505
|
|
United Kingdom
|
319,664
|
|
|
303,178
|
|
|
—
|
|
|||
Canada
|
318,410
|
|
|
329,090
|
|
|
309,027
|
|
|||
France
|
240,507
|
|
|
284,611
|
|
|
—
|
|
|||
Other
|
194,915
|
|
|
207,443
|
|
|
109,910
|
|
|||
Total
|
$
|
4,521,660
|
|
|
$
|
4,377,302
|
|
|
$
|
3,880,442
|
|
|
Condensed Consolidated Balance Sheet
|
||||||||||||||||||
|
Jun. 30, 2018
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Current assets
|
$
|
157,994
|
|
|
$
|
4,018,444
|
|
|
$
|
3,827,015
|
|
|
$
|
—
|
|
|
$
|
8,003,453
|
|
Intercompany receivables
|
6,621,438
|
|
|
270,748
|
|
|
5,793,352
|
|
|
(12,685,538
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
4,896,004
|
|
|
—
|
|
|
983,625
|
|
|
(5,879,629
|
)
|
|
—
|
|
|||||
Plant and equipment, net
|
278,855
|
|
|
2,181,576
|
|
|
2,061,229
|
|
|
—
|
|
|
4,521,660
|
|
|||||
Other assets
|
788,473
|
|
|
611,004
|
|
|
4,593,537
|
|
|
(447,723
|
)
|
|
5,545,291
|
|
|||||
Total assets
|
$
|
12,742,764
|
|
|
$
|
7,081,772
|
|
|
$
|
17,258,758
|
|
|
$
|
(19,012,890
|
)
|
|
$
|
18,070,404
|
|
Current liabilities
|
$
|
1,233,541
|
|
|
$
|
886,305
|
|
|
$
|
4,468,900
|
|
|
$
|
—
|
|
|
$
|
6,588,746
|
|
Intercompany payables
|
882,487
|
|
|
3,798,134
|
|
|
8,004,917
|
|
|
(12,685,538
|
)
|
|
—
|
|
|||||
Long-term debt
|
7,470,334
|
|
|
8,285
|
|
|
62,146
|
|
|
—
|
|
|
7,540,765
|
|
|||||
Other liabilities
|
649,445
|
|
|
508,387
|
|
|
686,178
|
|
|
(447,723
|
)
|
|
1,396,287
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
37,649
|
|
|
—
|
|
|
37,649
|
|
|||||
Shareholders’ equity
|
2,506,957
|
|
|
1,880,661
|
|
|
3,998,968
|
|
|
(5,879,629
|
)
|
|
2,506,957
|
|
|||||
Total liabilities and shareholders’ equity
|
$
|
12,742,764
|
|
|
$
|
7,081,772
|
|
|
$
|
17,258,758
|
|
|
$
|
(19,012,890
|
)
|
|
$
|
18,070,404
|
|
|
Condensed Consolidated Balance Sheet
|
||||||||||||||||||
|
Jul. 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 Consolidated Statement of Comprehensive Income
|
||||||||||||||||||
|
For the 52-Week Period Ended Jun. 30, 2018
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
35,963,053
|
|
|
$
|
24,784,842
|
|
|
$
|
(2,020,571
|
)
|
|
$
|
58,727,324
|
|
Cost of sales
|
—
|
|
|
29,102,278
|
|
|
20,560,226
|
|
|
(2,020,571
|
)
|
|
47,641,933
|
|
|||||
Gross profit
|
—
|
|
|
6,860,775
|
|
|
4,224,616
|
|
|
—
|
|
|
11,085,391
|
|
|||||
Operating expenses
|
783,834
|
|
|
4,012,391
|
|
|
3,960,192
|
|
|
—
|
|
|
8,756,417
|
|
|||||
Operating income (loss)
|
(783,834
|
)
|
|
2,848,384
|
|
|
264,424
|
|
|
—
|
|
|
2,328,974
|
|
|||||
Interest expense (income)
(1)
|
294,401
|
|
|
(110,715
|
)
|
|
211,797
|
|
|
—
|
|
|
395,483
|
|
|||||
Other expense (income), net
|
(19,135
|
)
|
|
(2,556
|
)
|
|
(1,042
|
)
|
|
—
|
|
|
(22,733
|
)
|
|||||
Earnings (losses) before income taxes
|
(1,059,100
|
)
|
|
2,961,655
|
|
|
53,669
|
|
|
—
|
|
|
1,956,224
|
|
|||||
Income tax (benefit) provision
|
(135,385
|
)
|
|
655,824
|
|
|
5,019
|
|
|
—
|
|
|
525,458
|
|
|||||
Equity in earnings of subsidiaries
|
2,354,481
|
|
|
—
|
|
|
—
|
|
|
(2,354,481
|
)
|
|
—
|
|
|||||
Net earnings
|
1,430,766
|
|
|
2,305,831
|
|
|
48,650
|
|
|
(2,354,481
|
)
|
|
1,430,766
|
|
|||||
Other comprehensive income (loss)
|
89,913
|
|
|
—
|
|
|
(22,987
|
)
|
|
22,987
|
|
|
89,913
|
|
|||||
Comprehensive income
|
$
|
1,520,679
|
|
|
$
|
2,305,831
|
|
|
$
|
25,663
|
|
|
$
|
(2,331,494
|
)
|
|
$
|
1,520,679
|
|
(1)
|
Interest expense (income) includes
$110.7 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 Consolidated 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
$122.0 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 Consolidated Statement of Comprehensive Income
|
||||||||||||||||||
|
For the 53-Week Period Ended Jul. 2, 2016
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
33,932,334
|
|
|
$
|
18,112,973
|
|
|
$
|
(1,678,388
|
)
|
|
$
|
50,366,919
|
|
Cost of sales
|
—
|
|
|
27,485,111
|
|
|
15,519,724
|
|
|
(1,678,388
|
)
|
|
41,326,447
|
|
|||||
Gross profit
|
—
|
|
|
6,447,223
|
|
|
2,593,249
|
|
|
—
|
|
|
9,040,472
|
|
|||||
Operating expenses
|
944,457
|
|
|
3,857,415
|
|
|
2,388,100
|
|
|
—
|
|
|
7,189,972
|
|
|||||
Operating income (loss)
|
(944,457
|
)
|
|
2,589,808
|
|
|
205,149
|
|
|
—
|
|
|
1,850,500
|
|
|||||
Interest expense (income)
(1)
|
381,122
|
|
|
(145,852
|
)
|
|
70,876
|
|
|
—
|
|
|
306,146
|
|
|||||
Other expense (income), net
|
128,777
|
|
|
(1,876
|
)
|
|
(15,554
|
)
|
|
—
|
|
|
111,347
|
|
|||||
Earnings (losses) before income taxes
|
(1,454,356
|
)
|
|
2,737,536
|
|
|
149,827
|
|
|
—
|
|
|
1,433,007
|
|
|||||
Income tax (benefit) provision
|
(490,579
|
)
|
|
923,416
|
|
|
50,548
|
|
|
—
|
|
|
483,385
|
|
|||||
Equity in earnings of subsidiaries
|
1,913,399
|
|
|
—
|
|
|
—
|
|
|
(1,913,399
|
)
|
|
—
|
|
|||||
Net earnings
|
949,622
|
|
|
1,814,120
|
|
|
99,279
|
|
|
(1,913,399
|
)
|
|
949,622
|
|
|||||
Other comprehensive income (loss)
|
(434,921
|
)
|
|
—
|
|
|
(52,306
|
)
|
|
52,306
|
|
|
(434,921
|
)
|
|||||
Comprehensive income
|
$
|
514,701
|
|
|
$
|
1,814,120
|
|
|
$
|
46,973
|
|
|
$
|
(1,861,093
|
)
|
|
$
|
514,701
|
|
(1)
|
Interest expense (income) includes
$145.9 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 Consolidated Cash Flows
|
||||||||||||||||||
|
For the 52-Week Period Ended Jun. 30, 2018
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other
Non-Guarantor Subsidiaries |
|
Elimination
(1)
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash flows provided by (used for):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
1,055,228
|
|
|
$
|
2,548,139
|
|
|
$
|
799,062
|
|
|
$
|
(2,243,797
|
)
|
|
$
|
2,158,632
|
|
Investing activities
|
55,612
|
|
|
(439,178
|
)
|
|
(503,745
|
)
|
|
(26,354
|
)
|
|
(913,665
|
)
|
|||||
Financing activities
|
(1,193,272
|
)
|
|
(2,015,906
|
)
|
|
(471,442
|
)
|
|
2,270,151
|
|
|
(1,410,469
|
)
|
|||||
Effect of exchange rates on cash
|
—
|
|
|
—
|
|
|
11,844
|
|
|
—
|
|
|
11,844
|
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(82,432
|
)
|
|
93,055
|
|
|
(164,281
|
)
|
|
—
|
|
|
(153,658
|
)
|
|||||
Cash, cash equivalents and restricted cash at the beginning of period
|
111,576
|
|
|
18,788
|
|
|
739,138
|
|
|
—
|
|
|
869,502
|
|
|||||
Cash, cash equivalents and restricted cash at the end of period
|
$
|
29,144
|
|
|
$
|
111,843
|
|
|
$
|
574,857
|
|
|
$
|
—
|
|
|
$
|
715,844
|
|
(1)
|
Represents primarily inter-company dividends paid from the subsidiaries to the parent, Sysco Corporation, partially offset by intercompany loans issued.
|
|
Condensed Consolidated Cash Flows
|
||||||||||||||||||
|
For the 52-Week Period Ended Jul. 1, 2017
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other
Non-Guarantor Subsidiaries |
|
Elimination
(1)
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash flows provided by (used for):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
1,535,725
|
|
|
$
|
3,023,400
|
|
|
$
|
658,229
|
|
|
$
|
(2,978,000
|
)
|
|
$
|
2,239,354
|
|
Investing activities
|
(3,274,566
|
)
|
|
(261,330
|
)
|
|
(175,565
|
)
|
|
127,000
|
|
|
(3,584,461
|
)
|
|||||
Financing activities
|
(1,525,995
|
)
|
|
(2,777,661
|
)
|
|
(229,931
|
)
|
|
2,851,000
|
|
|
(1,682,587
|
)
|
|||||
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 Consolidated Cash Flows
|
||||||||||||||||||
|
For the 53-Week Period Ended Jul. 2, 2016
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other
Non-Guarantor Subsidiaries |
|
Elimination
(1)
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash flows provided by (used for):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
1,045,900
|
|
|
$
|
4,101,840
|
|
|
$
|
767,607
|
|
|
$
|
(3,927,000
|
)
|
|
$
|
1,988,347
|
|
Investing activities
|
(145,444
|
)
|
|
(212,270
|
)
|
|
(411,388
|
)
|
|
—
|
|
|
(769,102
|
)
|
|||||
Financing activities
|
(2,540,649
|
)
|
|
(3,881,879
|
)
|
|
35,592
|
|
|
3,927,000
|
|
|
(2,459,936
|
)
|
|||||
Effect of exchange rates on cash
|
—
|
|
|
—
|
|
|
(138,327
|
)
|
|
—
|
|
|
(138,327
|
)
|
|||||
Intercompany activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(1,640,193
|
)
|
|
7,691
|
|
|
253,484
|
|
|
—
|
|
|
(1,379,018
|
)
|
|||||
Cash and cash equivalents at the beginning of period
|
5,016,605
|
|
|
26,688
|
|
|
255,025
|
|
|
—
|
|
|
5,298,318
|
|
|||||
Cash and cash equivalents at the end of period
|
$
|
3,376,412
|
|
|
$
|
34,379
|
|
|
$
|
508,509
|
|
|
$
|
—
|
|
|
$
|
3,919,300
|
|
(1)
|
Represents primarily inter-company dividends paid from the subsidiaries to the parent, Sysco Corporation.
|
|
Fiscal 2018 Quarter Ended
|
|
|
||||||||||||||||
|
September
30
|
|
December 30
|
|
March 31
(1)
|
|
June 3
0
|
|
Fiscal Year
|
||||||||||
|
(In thousands except for per share data)
|
||||||||||||||||||
Sales
|
$
|
14,650,424
|
|
|
$
|
14,411,490
|
|
|
$
|
14,349,504
|
|
|
$
|
15,315,906
|
|
|
$
|
58,727,324
|
|
Cost of sales
|
11,856,756
|
|
|
11,712,104
|
|
|
11,673,876
|
|
|
12,399,197
|
|
|
47,641,933
|
|
|||||
Gross profit
|
2,793,668
|
|
|
2,699,386
|
|
|
2,675,628
|
|
|
2,916,709
|
|
|
11,085,391
|
|
|||||
Operating expenses
|
2,170,576
|
|
|
2,167,104
|
|
|
2,189,695
|
|
|
2,229,042
|
|
|
8,756,417
|
|
|||||
Operating income
|
623,092
|
|
|
532,282
|
|
|
485,933
|
|
|
687,667
|
|
|
2,328,974
|
|
|||||
Interest expense
|
80,884
|
|
|
85,986
|
|
|
136,145
|
|
|
92,468
|
|
|
395,483
|
|
|||||
Other expense (income), net
|
(4,248
|
)
|
|
(5,432
|
)
|
|
(15,096
|
)
|
|
2,043
|
|
|
(22,733
|
)
|
|||||
Earnings before income taxes
|
546,456
|
|
|
451,728
|
|
|
364,884
|
|
|
593,156
|
|
|
1,956,224
|
|
|||||
Income taxes
|
178,816
|
|
|
167,615
|
|
|
34,799
|
|
|
144,228
|
|
|
525,458
|
|
|||||
Net earnings
|
$
|
367,640
|
|
|
$
|
284,113
|
|
|
$
|
330,085
|
|
|
$
|
448,928
|
|
|
$
|
1,430,766
|
|
Per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net earnings
|
$
|
0.70
|
|
|
$
|
0.55
|
|
|
$
|
0.63
|
|
|
$
|
0.86
|
|
|
$
|
2.74
|
|
Diluted net earnings
|
0.69
|
|
|
0.54
|
|
|
0.63
|
|
|
0.85
|
|
|
2.70
|
|
|||||
Dividends declared
|
0.33
|
|
|
0.36
|
|
|
0.36
|
|
|
0.36
|
|
|
1.41
|
|
(1)
|
Sysco’s third quarter of fiscal
2018
included a charge for
$53.1 million
in interest expense related to the redemption of senior notes as well as tax benefits derived from our
$380.0 million
contribution to our U.S. Retirement Plan. See
Note 11
,
“Debt and Other Financing Arrangements”
and
Note 18
,
“Income Taxes.”
|
|
Fiscal 2017 Quarter Ended
|
|
|
||||||||||||||||
|
October 1
|
|
December 31
|
|
April 1
|
|
July 1
|
|
Fiscal Year
|
||||||||||
|
(In thousands except for per share data)
|
||||||||||||||||||
Sales
|
$
|
13,968,654
|
|
|
$
|
13,457,268
|
|
|
$
|
13,524,172
|
|
|
$
|
14,421,045
|
|
|
$
|
55,371,139
|
|
Cost of sales
|
11,276,735
|
|
|
10,885,405
|
|
|
10,990,037
|
|
|
11,661,455
|
|
|
44,813,632
|
|
|||||
Gross profit
|
2,691,919
|
|
|
2,571,863
|
|
|
2,534,135
|
|
|
2,759,590
|
|
|
10,557,507
|
|
|||||
Operating expenses
|
2,125,086
|
|
|
2,079,446
|
|
|
2,098,173
|
|
|
2,201,631
|
|
|
8,504,336
|
|
|||||
Operating income
|
566,833
|
|
|
492,417
|
|
|
435,962
|
|
|
557,959
|
|
|
2,053,171
|
|
|||||
Interest expense
|
73,623
|
|
|
72,231
|
|
|
81,004
|
|
|
76,020
|
|
|
302,878
|
|
|||||
Other expense (income), net
|
(7,216
|
)
|
|
(2,320
|
)
|
|
(4,815
|
)
|
|
(1,586
|
)
|
|
(15,937
|
)
|
|||||
Earnings before income taxes
|
500,426
|
|
|
422,506
|
|
|
359,773
|
|
|
483,525
|
|
|
1,766,230
|
|
|||||
Income taxes
|
176,539
|
|
|
147,339
|
|
|
121,495
|
|
|
178,354
|
|
|
623,727
|
|
|||||
Net earnings
|
$
|
323,887
|
|
|
$
|
275,167
|
|
|
$
|
238,278
|
|
|
$
|
305,171
|
|
|
$
|
1,142,503
|
|
Per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic net earnings
|
$
|
0.58
|
|
|
$
|
0.50
|
|
|
$
|
0.44
|
|
|
$
|
0.57
|
|
|
$
|
2.10
|
|
Diluted net earnings
|
0.58
|
|
|
0.50
|
|
|
0.44
|
|
|
0.57
|
|
|
2.08
|
|
|||||
Dividends declared
|
0.31
|
|
|
0.33
|
|
|
0.33
|
|
|
0.33
|
|
|
1.30
|
|
SYSCO CORPORATION
|
|
By:
|
/s/ THOMAS L. BENÉ
|
|
Thomas L. Bené
|
|
President and Chief Executive Officer
|
/s/ THOMAS L. BENÉ
|
President and Chief Executive Officer
|
Thomas L. Bené
|
(principal executive officer)
|
|
|
/s/ JOEL T. GRADE
|
Executive Vice President and Chief Financial Officer
|
Joel T. Grade
|
(principal financial officer)
|
|
|
/s/ ANITA A. ZIELINSKI
|
Senior Vice President and Chief Accounting Officer
|
Anita A. Zielinski
|
(principal accounting officer)
|
|
|
/s/ THOMAS L. BENÉ
|
/s/ HANS-JOACHIM KOERBER
|
Thomas L. Bené
|
Hans-Joachim Koerber
|
|
|
/s/ DANIEL J. BRUTTO
|
/s/ NANCY S. NEWCOMB
|
Daniel J. Brutto
|
Nancy S. Newcomb
|
|
|
/s/ JOHN M. CASSADAY
|
/s/ NELSON PELTZ
|
John M. Cassaday
|
Nelson Peltz
|
|
|
/s/ JOSHUA D. FRANK
|
/s/ EDWARD D. SHIRLEY
|
Joshua D. Frank
|
Edward D. Shirley
|
|
|
/s/ LARRY C. GLASSCOCK
|
/s/ SHEILA G. TALTON
|
Larry C. Glasscock
|
Sheila G. Talton
|
|
|
/s/ BRADLEY M. HALVERSON
|
/s/ RICHARD G. TILGHMAN
|
Bradley M. Halverson
|
Richard G. Tilghman
|
|
|
/s/ JOHN M. HINSHAW
|
/s/ JACKIE M. WARD
|
John M. Hinshaw
|
Jackie M. Ward
|
2.1
|
—
|
|
|
|
|
3.1
|
—
|
|
|
|
|
3.2
|
—
|
|
|
|
|
3.3
|
—
|
|
|
|
|
3.4
|
—
|
|
|
|
|
4.1
|
—
|
|
|
|
|
4.2
|
—
|
|
|
|
|
4.3
|
—
|
|
|
|
|
4.4
|
—
|
|
|
|
|
4.5
|
—
|
|
|
|
|
4.6
|
—
|
|
|
|
|
10.1
|
—
|
|
|
|
|
10.2
|
—
|
|
|
|
|
10.3
|
—
|
|
|
|
|
10.4
|
—
|
|
|
|
|
10.5
|
—
|
|
|
|
|
10.6
|
—
|
|
|
|
|
10.7
|
—
|
|
|
|
|
10.8
|
—
|
|
|
|
|
10.9†
|
—
|
|
|
|
|
10.10†
|
—
|
|
|
|
|
10.11†
|
—
|
|
|
|
|
10.12†
|
—
|
|
|
|
|
10.13†
|
—
|
|
|
|
|
10.14†
|
—
|
|
|
|
|
10.15†
|
—
|
|
|
|
|
10.16†
|
—
|
|
|
|
|
10.17†
|
—
|
|
|
|
|
10.18†
|
—
|
|
|
|
|
10.19†
|
—
|
|
|
|
|
10.20†
|
—
|
|
|
|
|
10.21†
|
—
|
|
|
|
|
10.22†
|
—
|
|
|
|
|
10.23†
|
—
|
|
|
|
|
10.24†
|
—
|
|
|
|
|
10.25†
|
—
|
|
|
|
|
10.26†
|
—
|
|
|
|
|
10.27†#
|
—
|
|
|
|
|
10.28†
|
—
|
|
|
|
|
10.29†
|
—
|
|
|
|
|
10.30†
|
—
|
|
|
|
|
10.31†
|
—
|
|
|
|
|
10.32†
|
—
|
|
|
|
|
10.33†
|
—
|
|
|
|
|
10.34†
|
—
|
|
|
|
|
10.35†
|
—
|
|
|
|
|
10.36†
|
—
|
|
|
|
|
10.37†
|
—
|
|
|
|
|
10.38†
|
—
|
|
|
|
|
10.39†
|
—
|
|
|
|
|
10.40†
|
—
|
|
|
|
|
10.41†
|
—
|
|
|
|
|
10.42†
|
—
|
|
|
|
|
10.43†
|
—
|
|
|
|
|
10.44†
|
—
|
|
|
|
|
10.45†
|
—
|
|
|
|
|
10.46†
|
—
|
|
|
|
|
10.47†
|
—
|
|
|
|
|
10.48†
|
—
|
|
|
|
|
10.49†
|
—
|
|
|
|
|
10.50†
|
—
|
|
|
|
|
10.51†
|
—
|
|
|
|
|
10.52†
|
—
|
|
|
|
|
10.53†
|
—
|
|
|
|
|
10.54†
|
—
|
|
|
|
|
10.55†
|
—
|
|
|
|
|
10.56†
|
—
|
|
|
|
|
10.57†
|
—
|
|
|
|
|
10.58†#
|
—
|
|
|
|
|
10.59†
|
—
|
|
|
|
|
10.60†
|
—
|
|
|
|
|
12.1#
|
—
|
|
|
|
|
21.1#
|
—
|
|
|
|
|
23.1#
|
—
|
|
|
|
|
31.1#
|
—
|
|
|
|
|
31.2#
|
—
|
|
|
|
|
32.1#
|
—
|
|
|
|
|
32.2#
|
—
|
|
|
|
|
101.1#
|
—
|
The following financial information from Sysco Corporation’s Annual Report on Form 10-K for the year ended June 30, 2018 filed with the SEC on August 24, 2018, formatted in XBRL includes: (i) Consolidated Balance Sheets as of June 30, 2018 and July 1, 2017, (ii) Consolidated Results of Operations for the periods ended June 30, 2018, July 1, 2017 and July 2, 2016, (iii) Consolidated Shareholders’ Equity for the periods ended June 30, 2018, July 1, 2017 and July 2, 2016, (iv) Consolidated Cash Flows for the periods ended June 30, 2018, July 1, 2017 and July 2, 2016, and (v) the Notes to Consolidated Financial Statements.
|
1.
|
Effective January 1, 2018, the first paragraph of Section 4.1(e) of the MSP is revised as follows:
|
2.
|
Effective June 1, 2018, the sentences of Section 7.6 of the MSP is revised as follows:
|
3.
|
Effective June 1, 2018, the first clause of Section 7.6(d) of the MSP is revised as follows:
|
4.
|
Effective June 1, 2018, the concluding sentence of Section 7.6(d) of the MSP is revised as follows:
|
5.
|
Effective June 1, 2018, the Section 7.6(a)(i) and 7.6(a)(ii) of the MSP are each revised to including a new concluding sentence as follows:
|
6.
|
Effective June 1, 2018, the last two sentences in Section 7.6(c)(i) are replaced in their entirety as follows:
|
7.
|
Effective June 1, 2018, the concluding sentence in Section 7.6(c)(ii) is replaced in its entirety as follows:
|
8.
|
Effective June 1, 2018, the last two sentences in Section 7.6(c)(iii) are replaced in their entirety as follows:
|
Audit Committee Chair
|
$25,000
|
Compensation Committee Chair
|
$20,000
|
Corporate Governance and Nominating Committee Chair
|
$20,000
|
Corporate Social Responsibility Committee Chair
|
$15,000
|
Subsidiary Name
|
DBA Name
|
Jurisdiction
|
A. M. Briggs, Inc.
|
Metropolitan, Meat, Seafood & Poultry
|
Delaware
|
Almacén Fiscal Frionet Caldera, S.A.
|
|
Costa Rica
|
Almacén Fiscal Frionet Limón, S.A.
|
|
Costa Rica
|
Arets Kock AB
|
|
Sweden
|
Arnotts (Fruit) Limited
|
|
Ireland
|
Bahamas Food Holdings Limited
|
|
Bahamas
|
Bahamas Food Services Limited
|
|
Bahamas
|
Brake Bros. Acquisition Limited
|
|
United Kingdom
|
Brake Bros. Finance Limited
|
|
United Kingdom
|
Brake Bros Foodservice Ireland Limited
|
|
United Kingdom
|
Brake Bros. Foodservice Limited
|
|
United Kingdom
|
Brake Bros. Holding I Limited
|
|
United Kingdom
|
Brake Bros. Holding II Limited
|
|
United Kingdom
|
Brake Bros. Holding III Limited
|
|
United Kingdom
|
Brake Bros. Ltd.
|
|
United Kingdom
|
Brake Bros. Receivables Limited
|
|
United Kingdom
|
Brake France Developpement
|
|
France
|
Brakes Foodservice NI Limited
|
|
United Kingdom
|
Brakes Limited
|
|
United Kingdom
|
Buckhead Meat & Seafood of Houston, Inc.
|
Buckhead Meat and Seafood - Houston
|
Delaware
|
|
Buckhead Meats Houston
|
|
|
Louisiana Seafood
|
|
Buckhead Meat Company
|
Buckhead Meat and Seafood - Houston
|
Delaware
|
|
Buckhead Meat New England
|
|
|
Buckhead Meat of Atlanta
|
|
|
Buckhead Meat of Florida
|
|
|
Buckhead Meat of New England
|
|
|
Buckhead Meat of New Jersey
|
|
|
Buckhead Meat North Carolina
|
|
|
Buckhead Meat Rhode Island
|
|
|
Central Seafood
|
|
|
North Star Seafood of Orlando
|
|
|
Royalty Foods, a division of Buckhead Meat Company
|
|
|
Seafood Brokers
|
|
|
Trinity Seafood
|
|
Buckhead Meat Midwest, Inc.
|
Buckhead Meat & Seafood of Chicago
|
Delaware
|
|
Buckhead Meat & Seafood of Ohio
|
|
|
Imperial Seafood & Shellfish Co.
|
|
Buckhead Meat of Dallas, Inc.
|
|
Texas
|
Buckhead Meat of Denver, Inc.
|
|
Delaware
|
Subsidiary Name
|
DBA Name
|
Jurisdiction
|
Buckhead Meat of San Antonio, LP
|
|
Texas
|
Buzztable, Inc.
|
|
Delaware
|
Cake Corporation
|
Cake Corporation of Delaware
|
Delaware
|
|
Cake of Delaware
|
|
|
Cake Sysco
|
|
|
Cake Sysco Corporation
|
|
|
Sysco Labs
|
|
|
Sysco Labs Corporation
|
|
|
Sysco Labs, Inc.
|
|
Clafra Aktiebolag
|
|
Sweden
|
Corporacion Frionet Sociedad Anonima
|
|
Costa Rica
|
Crossgar Foodservice Limited
|
|
Ireland
|
Cucina Acquisitions (UK) Limited
|
|
United Kingdom
|
Cucina Finance (UK) Limited
|
|
United Kingdom
|
Cucina French Holdings Limited
|
|
United Kingdom
|
Cucina Fresh Finance Limited
|
|
United Kingdom
|
Cucina Fresh Investments Limited
|
|
United Kingdom
|
Cucina Holdings (UK) Limited
|
|
United Kingdom
|
Cucina Investments (UK) 2 Limited
|
|
United Kingdom
|
Cucina Investments (UK) 3 Limited
|
|
United Kingdom
|
Cucina Investments (UK) Limited
|
|
United Kingdom
|
Cucina Lux Investments Limited
|
|
United Kingdom
|
Curleys Quality Foods Limited (
Third Party
)
|
|
Ireland
|
Davigel Beligum S.A.
|
|
Belgium
|
Davigel Espana S.A.
|
|
Spain
|
Dust Bowl City, LLC
|
|
Texas
|
Eko Fågel Fisk o mittemellan AB
|
|
Sweden
|
EMPYR Incorporated
|
|
Delaware
|
Enclave Group, Sociedad Anonima
|
|
Costa Rica
|
Enclave Insurance Company
|
|
Texas
|
Enclave Parkway Association, Inc.
|
|
Texas
|
Enclave Properties, LLC
|
Sysco Enclave Properties
|
Delaware
|
European Imports, Inc.
|
|
Delaware
|
Fastighetsaktiebolaget Guldfrukten i Lund AB
|
|
Sweden
|
Freedman Meats, Inc.
|
|
Delaware
|
Freedman-KB, Inc.
|
|
Delaware
|
Fresh Direct (UK) Limited
|
|
United Kingdom
|
Fresh Direct Group Limited
|
|
United Kingdom
|
Fresh Direct Limited
|
|
United Kingdom
|
Fresh Direct Local (Cambridgeshire) Limited
|
|
United Kingdom
|
Fresh Direct Local (London) Limited
|
|
United Kingdom
|
Fresh Direct Local (Scotland) Limited
|
|
United Kingdom
|
Fresh Holdings Limited
|
|
United Kingdom
|
Freshfayre Limited
|
|
United Kingdom
|
FreshPoint Arizona, Inc.
|
FreshPoint - Phoenix
|
Delaware
|
Subsidiary Name
|
DBA Name
|
Jurisdiction
|
FreshPoint Atlanta, Inc.
|
FreshPoint of Atlanta
|
Georgia
|
|
Mitt Parker
|
|
FreshPoint California, Inc.
|
|
Delaware
|
FreshPoint Central California, Inc.
|
FreshPoint - Central California
|
Delaware
|
|
FreshPoint - Northern California
|
|
|
FreshPoint of Central California
|
|
FreshPoint Central Florida, Inc.
|
FreshPoint - Pompano Beach
|
Florida
|
|
FreshPoint Southwest Florida
|
|
|
FreshPoint West Coast Florida
|
|
|
Garden Gourmet Specialties
|
|
|
Red's Market
|
|
|
Red's Market - Orlando
|
|
|
Red's Market - Tampa
|
|
FreshPoint Connecticut, LLC
|
FreshPoint - Hartford
|
Delaware
|
|
The Fowler & Huntting Company
|
|
FreshPoint Dallas, Inc.
|
FreshPoint Value Added Services
|
Delaware
|
FreshPoint Denver, Inc.
|
|
Colorado
|
FreshPoint Las Vegas, Inc.
|
|
Delaware
|
FreshPoint North Carolina, Inc.
|
FreshPoint Charlotte
|
Tennessee
|
|
FreshPoint Raleigh
|
|
|
FreshPoint of Raleigh
|
|
FreshPoint North Florida, Inc.
|
East Coast Fruit Company
|
Florida
|
|
FreshPoint Jacksonville
|
|
|
FreshPoint Savannah
|
|
|
FreshPoint Southern Georgia
|
|
|
Movsovitz of Georgia
|
|
FreshPoint Oklahoma City, LLC
|
FreshPoint Arkansas
|
Delaware
|
|
FreshPoint Tulsa
|
|
FreshPoint Pompano Real Estate, LLC
|
|
Delaware
|
FreshPoint Puerto Rico, LLC
|
|
Puerto Rico
|
FreshPoint San Francisco, Inc.
|
FreshPoint - San Francisco (CA)
|
Colorado
|
FreshPoint South Florida, Inc.
|
|
Florida
|
FreshPoint South Texas, Inc.
|
City Produce
|
Delaware
|
|
FreshPoint - Harlingen
|
|
|
FreshPoint - San Antonio
|
|
FreshPoint Southern California, Inc.
|
G & G Produce Company (CA)
|
California
|
FreshPoint Tomato, LLC
|
FreshPoint Nashville
|
Delaware
|
|
FreshPoint Value Added
|
|
|
Nashville Tomato
|
|
FreshPoint Vancouver, Ltd.
|
FreshPoint - Nanaimo
|
Canada
|
|
FreshPoint - Vancouver
|
|
|
FreshPoint Foodservice
|
|
|
FreshPoint Freshcuts
|
|
FreshPoint, Inc.
|
|
Delaware
|
Fruktservice i Helsingborg AB
|
|
Sweden
|
Subsidiary Name
|
DBA Name
|
Jurisdiction
|
Fruktservice i Malmö AB
|
|
Sweden
|
G&S Real Estate, Inc.
|
|
Delaware
|
Gilchrist & Soames Holdings Corporation
|
|
Delaware
|
Gilchrist & Soames UK Limited
|
|
England
|
Gilchrist & Soames, Inc.
|
|
Delaware
|
Guest Packaging, LLC
|
|
Delaware
|
Guest Supply Asia, Limited
|
|
Hong Kong
|
Guest Supply Singapore Pte. Ltd.
|
|
Singapore
|
Iowa Premium, LLC
|
|
Iowa
|
Isakssons Frukt & Grönt AB
|
|
Sweden
|
Keelings & Curleys Distribution Limited
|
|
Ireland
|
Kent Frozen Foods
|
|
United Kingdom
|
Les Ateliers Du Gout
|
|
France
|
Liquid Assets Limited
|
|
Bahamas
|
M&J Seafood Holdings Limited
|
|
United Kingdom
|
M&J Seafood Limited
|
|
United Kingdom
|
Mayca Autoservicio S.A.
|
|
Costa Rica
|
Mayca Distribuidores, S.A.
|
|
Costa Rica
|
Menigo Foodservice AB
|
|
Sweden
|
Menigo Invest 1 AB
|
|
Sweden
|
Menigo Invest 2 AB
|
|
Sweden
|
Mitshim Etatu Supply LP
|
|
Canada
|
Newport Meat Northern California, Inc.
|
|
California
|
Newport Meat of Nevada, Inc.
|
|
Delaware
|
Newport Meat Pacific Northwest, Inc.
|
|
Delaware
|
Newport Meat Southern California, Inc.
|
|
Delaware
|
North Star Holding Corporation
|
|
Delaware
|
North Star Seafood Acquisition Corporation
|
|
Delaware
|
North Star Seafood, LLC
|
|
Florida
|
Palisades Ranch, Inc.
|
|
California
|
Pallas Foods Farm Fresh Unlimited Company
|
|
Ireland
|
Pallas Foods Unlimited Company
|
|
Ireland
|
Pauleys Produce Limited
|
|
United Kingdom
|
PFS de Mexico, S.A. de C.V.
|
|
Mexico
|
Promotora del Servicios, S.A. de C.V.
|
|
Mexico
|
Rentacamiones S.A.
|
|
Costa Rica
|
Restaurangakdemien AB
|
|
Sweden
|
Restaurant of Tomorrow, Inc.
|
|
Delaware
|
Rohan Viandes Elaboration
|
|
France
|
Roots of Oxford Limited
|
|
United Kingdom
|
SCI Bianchi Montegut
|
|
France
|
SCI de Boiseau
|
|
France
|
SCI de Garcelles
|
|
France
|
SCI Lanjouan
|
|
France
|
SCI Le Dauphin
|
|
France
|
Subsidiary Name
|
DBA Name
|
Jurisdiction
|
Servicestyckarna I Johannes AB
|
|
Sweden
|
Servicios Ameriserve, S.A. de C.V.
|
|
Mexico
|
Shenzhen Guest Supply Trading Co., Limited
|
|
Hong Kong
|
SMS Bermuda Holdings
|
|
Bermuda
|
SMS Global Holdings S.á.r.l.
|
|
Luxembourg
|
SMS GPC International Limited
|
|
Hong Kong
|
SMS GPC International Resources Limited
|
|
Hong Kong
|
SMS International Resources Ireland Unlimited Company
|
|
Ireland
|
SMS Lux Holdings LLC
|
|
Delaware
|
SOTF, LLC
|
Supplies on the Fly
|
Delaware
|
Specialty Meat Holdings, LLC
|
|
Delaware
|
Stockflag Limited
|
|
United Kingdom
|
Stockholms Fiskauktion AB
|
|
Sweden
|
Sysco Albany, LLC
|
Sysco Food Services of Albany, LLC
|
Delaware
|
Sysco Asian Foods, Inc.
|
Asian Foods
|
Delaware
|
Sysco Atlanta, LLC
|
|
Delaware
|
Sysco Baltimore, LLC
|
|
Delaware
|
Sysco Baraboo, LLC
|
|
Delaware
|
Sysco Bermuda Partners, L.P.
|
|
Bermuda
|
Sysco Boston, LLC
|
|
Delaware
|
Sysco Canada Holdings S.á.r.l.
|
|
Luxembourg
|
Sysco Canada, Inc.
|
Aliments Conan
|
Canada
|
|
Allard Fruits Et Légumes
|
|
|
Bedell's Foodservice
|
|
|
Centre De Redistribution Sysco De Calgary
|
|
|
Centre De Redistribution Sysco De Kingston
|
|
|
Connexion Sysco
|
|
|
Derma Meat Co.
|
|
|
Distagro
|
|
|
En Gros Pierre
|
|
|
En Gros Pierre Poissons Et Fruits De Mer
|
|
|
Fin's Seafood Distributors
|
|
|
Frank & Dino
|
|
|
Frank Et Dino Aliments
|
|
|
Grand Vallée
|
|
|
Honeyman's Beef Purveyors
|
|
|
Importation Alimentaire Mega
|
|
|
J.J. Derma Meats
|
|
|
Martha's Garden
|
|
|
Pronamic Distribution
|
|
|
Service Alimentaire Bedell
|
|
|
Services Alimentaires Sysco D'Edmonton
|
|
|
Services Alimentaires Sysco De Regina
|
|
Subsidiary Name
|
DBA Name
|
Jurisdiction
|
|
Sysco Food Services of Canada
|
|
|
Sysco Food Services of Edmonton
|
|
|
Sysco Food Services of Regina
|
|
|
Sysco Food Services of Vancouver
|
|
|
Sysco Four Seasons
|
|
|
Sysco Toronto
|
|
|
Sysco Vancouver
|
|
|
Sysco Ventra
|
|
|
Sysco Victoria
|
|
|
Sysco Windsor
|
|
|
Sysco Winnipeg
|
|
|
Transport Dytran
|
|
|
Trimpac Meat Distributors
|
|
|
Trimpac Sysco
|
|
Sysco Central Alabama, LLC
|
|
Delaware
|
Sysco Central California, Inc.
|
|
California
|
Sysco Central Florida, Inc.
|
|
Delaware
|
Sysco Central Illinois, Inc.
|
|
Delaware
|
Sysco Central Pennsylvania, LLC
|
|
Delaware
|
Sysco Charlotte, LLC
|
|
Delaware
|
Sysco Chicago, Inc.
|
|
Delaware
|
Sysco Cincinnati, LLC
|
|
Delaware
|
Sysco Cleveland, Inc.
|
Ohio Farmers
|
Delaware
|
Sysco Columbia, LLC
|
|
Delaware
|
Sysco Connecticut, LLC
|
|
Delaware
|
Sysco Corporation
|
|
Delaware
|
Sysco Corporation Good Government Committee, Inc.
|
|
Delaware
|
Sysco CRC Holdings, Sociedad De Responsibilidad Limitada
|
|
Costa Rica
|
Sysco Detroit, LLC
|
|
Delaware
|
Sysco Disaster Relief Foundation, Inc.
|
|
Texas
|
Sysco Eastern Maryland, LLC
|
|
Delaware
|
Sysco Eastern Wisconsin, LLC
|
|
Delaware
|
Sysco EU II S.á.r.l.
|
|
Luxembourg
|
Sysco EU III S.á.r.l.
|
|
Luxembourg
|
Sysco EU IV Capital Unlimited Company
|
|
Ireland
|
Sysco EU IV S.á.r.l.
|
|
Luxemoburg
|
Sysco Food Holdings S.á.r.l.
|
|
Luxembourg
|
Sysco Food Services S.á.r.l.
|
|
Luxembourg
|
Sysco Foundation, Inc.
|
|
Texas
|
Sysco France Holding SAS
|
|
France
|
Sysco France SAS
|
|
France
|
Sysco George Town II, LLC
|
|
Delaware
|
Sysco George Town Limited S.á.r.l.
|
|
Luxembourg
|
Sysco Global Holdings, B.V.
|
|
Netherlands
|
Subsidiary Name
|
DBA Name
|
Jurisdiction
|
Sysco Global Resources, LLC
|
|
Delaware
|
Sysco Global Services, LLC
|
|
Delaware
|
Sysco Grand Cayman Company
|
|
Cayman Islands
|
Sysco Grand Cayman II Company
|
|
Cayman Islands
|
Sysco Grand Cayman III Company
|
|
Cayman Islands
|
Sysco Grand Rapids, LLC
|
|
Delaware
|
Sysco Guernsey Limited
|
|
Guernsey
|
Sysco Guest Supply Canada Inc.
|
|
Canada
|
Sysco Guest Supply Europe Limited
|
|
United Kingdom
|
Sysco Guest Supply, LLC
|
Guest Supply
|
Delaware
|
|
Guest Supply – a Sysco Company
|
|
|
Guest Supply Sysco
|
|
|
GuestSupply
|
|
|
Supply Guest Services
|
|
Sysco Gulf Coast, LLC
|
FreshPoint Gulf Coast
|
Delaware
|
Sysco Hampton Roads, Inc.
|
|
Delaware
|
Sysco Hawaii, Inc.
|
Foodservice in Paradise
|
Delaware
|
|
HFM
|
|
|
HFM First in Foods
|
|
|
HFM Foodservice
|
|
|
HFM Morrad Foodservice
|
|
Sysco Holdings, LLC
|
|
Delaware
|
Sysco Indianapolis, LLC
|
|
Delaware
|
Sysco International Food Group, Inc.
|
|
Florida
|
Sysco International, ULC
|
|
British Columbia, Canada
|
Sysco Iowa, Inc.
|
|
Delaware
|
Sysco Jackson, LLC
|
|
Delaware
|
Sysco Jacksonville, Inc.
|
|
Delaware
|
Sysco Kansas City, Inc.
|
|
Missouri
|
Sysco Knoxville, LLC
|
|
Delaware
|
Sysco Labs Pvt. Ltd.
|
|
Sri Lanka
|
Sysco Leasing, LLC
|
|
Delaware
|
Sysco Lincoln Transportation Company, Inc.
|
Pegler-Sysco Transportation Co.
|
Nebraska
|
Sysco Lincoln, Inc.
|
|
Nebraska
|
Sysco Long Island, LLC
|
|
Delaware
|
Sysco Los Angeles, Inc.
|
|
Delaware
|
Sysco Louisville, Inc.
|
|
Delaware
|
Sysco Memphis, LLC
|
|
Delaware
|
Sysco Merchandising and Supply Chain Services Canada, Inc.
|
|
Canada
|
Sysco Merchandising and Supply Chain Services, Inc.
|
Alfmark
|
Delaware
|
|
Alfmark Transportation
|
|
|
Sysco Imports
|
|
|
Sysco Northeast Redistribution Center
|
|
|
Sysco South Redistribution Center
|
|
Subsidiary Name
|
DBA Name
|
Jurisdiction
|
Sysco Metro New York, LLC
|
|
Delaware
|
Sysco Minnesota, Inc.
|
|
Delaware
|
Sysco Montana, Inc.
|
|
Delaware
|
Sysco Nashville, LLC
|
|
Delaware
|
Sysco Netherlands Partners, LLC
|
|
Delaware
|
Sysco North Central Florida, Inc.
|
|
Delaware
|
Sysco North Dakota, Inc.
|
|
Delaware
|
Sysco Northern New England, Inc.
|
Reed Distributors
|
Maine
|
Sysco Philadelphia, LLC
|
|
Delaware
|
Sysco Pittsburgh, LLC
|
|
Delaware
|
Sysco Portland, Inc.
|
|
Delaware
|
Sysco Raleigh, LLC
|
|
Delaware
|
Sysco Resources Services, LLC
|
Sysco Business Services
|
Delaware
|
Sysco Riverside, Inc.
|
|
Delaware
|
Sysco Sacramento, Inc.
|
|
Delaware
|
Sysco San Diego, Inc.
|
|
Delaware
|
Sysco San Francisco, Inc.
|
Race Street Foods
|
California
|
Sysco Seattle, Inc.
|
DiTomaso
|
Delaware
|
|
DiTos
|
|
|
Sysco Alaska
|
|
Sysco South Florida, Inc.
|
|
Delaware
|
Sysco Southeast Florida, LLC
|
|
Delaware
|
Sysco Spain Holdings SLU
|
|
Spain
|
Sysco Spokane, Inc.
|
Sysco Food Services of Spokane
|
Delaware
|
Sysco St. Louis, LLC
|
|
Delaware
|
Sysco Syracuse, LLC
|
|
Delaware
|
Sysco UK Holdings Limited
|
|
England
|
Sysco UK Limited
|
|
England
|
Sysco UK Partners LLP
|
|
England
|
Sysco USA I, Inc.
|
FreshPoint
|
Delaware
|
|
Sysco Dallas
|
|
|
Sysco East Texas
|
|
|
Sysco North Texas
|
|
|
Sysco West Texas
|
|
Sysco USA II, LLC
|
Arrow Sysco Food Services
|
Delaware
|
|
Doerle Food Service
|
|
|
Sysco Arkansas
|
|
|
Sysco Oklahoma
|
|
Sysco USA III, LLC
|
|
Delaware
|
Sysco Ventura, Inc.
|
|
Delaware
|
Sysco Ventures, Inc.
|
|
Delaware
|
Sysco Virginia, LLC
|
|
Delaware
|
Sysco West Coast Florida, Inc.
|
|
Delaware
|
Sysco Western Minnesota, Inc.
|
Appert's Foodservice
|
Delaware
|
|
Buckhead Meat of Minnesota
|
|
Subsidiary Name
|
DBA Name
|
Jurisdiction
|
SYY Netherlands C.V.
|
|
Netherlands
|
SYY Panama S. de R.L.
|
|
Panama
|
The SYGMA Network, Inc.
|
|
Delaware
|
Victua SAS
|
|
France
|
Walker Foods, Inc.
|
|
New York
|
Wild Harvest Limited
|
|
United Kingdom
|
Woodward Foodservice Limited
|
|
United Kingdom
|
1.
|
I have reviewed this annual report on Form 10-K of Sysco Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this annual report on Form 10-K of Sysco Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
The company’s Annual Report on Form 10-K for the fiscal year ended
June 30, 2018
(“Annual Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
2.
|
All of the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the company.
|
1.
|
The company’s Annual Report on Form 10-K for the fiscal year ended
June 30, 2018
(“Annual Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
2.
|
All of the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the company.
|