(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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74-1648137
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(State or other jurisdiction of incorporation or organization)
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(IRS employer identification number)
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1390 Enclave Parkway
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Houston, Texas
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77077-2099
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(Address of principal executive offices)
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(Zip Code)
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Large Accelerated Filer
þ
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Accelerated Filer
¨
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Non-accelerated Filer
¨
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Smaller Reporting Company
¨
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(Do not check if a smaller reporting company)
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Emerging growth company
¨
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PART I – FINANCIAL INFORMATION
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Page No.
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PART II – OTHER INFORMATION
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|
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Dec. 29, 2018
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Jun. 30, 2018
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Dec. 30, 2017
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||||||
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(unaudited)
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(unaudited)
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||||||
ASSETS
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|||||||||||
Current assets
|
|
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||||||
Cash and cash equivalents
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$
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744,808
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$
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552,325
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$
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961,067
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Accounts and notes receivable, less allowances of $44,418, $25,768 and $52,588
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4,147,367
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4,073,723
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3,953,643
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|||
Inventories, net
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3,310,312
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3,125,413
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3,174,012
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Prepaid expenses and other current assets
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212,289
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187,880
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183,446
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Income tax receivable
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23,007
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64,112
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—
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|||
Total current assets
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8,437,783
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8,003,453
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8,272,168
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Plant and equipment at cost, less depreciation
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4,375,550
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4,521,660
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4,366,292
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Other long-term assets
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||||||
Goodwill
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3,875,973
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3,955,485
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4,001,020
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|||
Intangibles, less amortization
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899,939
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979,812
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1,056,335
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|||
Deferred income taxes
|
77,191
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83,666
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92,950
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|||
Other assets
|
527,740
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526,328
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430,605
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|||
Total other long-term assets
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5,380,843
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5,545,291
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5,580,910
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Total assets
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$
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18,194,176
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$
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18,070,404
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$
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18,219,370
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||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
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|||||||||||
Current liabilities
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||||||
Notes payable
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$
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6,101
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$
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4,176
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$
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6,629
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Accounts payable
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4,230,215
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4,136,482
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3,745,817
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|||
Accrued expenses
|
1,723,246
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1,608,966
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1,567,362
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|||
Accrued income taxes
|
4,571
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56,793
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|
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128,446
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|||
Current maturities of long-term debt
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786,037
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782,329
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534,716
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|||
Total current liabilities
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6,750,170
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6,588,746
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5,982,970
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Long-term liabilities
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||||||
Long-term debt
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8,019,846
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7,540,765
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8,312,489
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|||
Deferred income taxes
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233,601
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319,124
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143,794
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Other long-term liabilities
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987,566
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1,077,163
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1,477,991
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|||
Total long-term liabilities
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9,241,013
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8,937,052
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9,934,274
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Commitments and contingencies
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|||
Noncontrolling interest
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35,357
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37,649
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33,524
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|||
Shareholders’ equity
|
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||||||
Preferred stock, par value $1 per share
Authorized 1,500,000 shares, issued none |
—
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—
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—
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|||
Common stock, par value $1 per share
Authorized 2,000,000,000 shares, issued 765,174,900 shares
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765,175
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765,175
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765,175
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|||
Paid-in capital
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1,465,461
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1,383,619
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1,361,471
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|||
Retained earnings
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10,654,711
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10,348,628
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9,708,261
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|||
Accumulated other comprehensive loss
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(1,524,407
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)
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(1,409,269
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)
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(1,116,028
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)
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|||
Treasury stock at cost, 251,658,719,
244,533,248 and 243,764,879 shares |
(9,193,304
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)
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(8,581,196
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)
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(8,450,277
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)
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|||
Total shareholders’ equity
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2,167,636
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2,506,957
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2,268,602
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|||
Total liabilities and shareholders' equity
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$
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18,194,176
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$
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18,070,404
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$
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18,219,370
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13-Week Period Ended
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26-Week Period Ended
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||||||||||||
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Dec. 29, 2018
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Dec. 30, 2017
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Dec. 29, 2018
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Dec. 30, 2017
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||||||||
Sales
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$
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14,765,707
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$
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14,411,490
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$
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29,980,986
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$
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29,061,914
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Cost of sales
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11,993,995
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11,712,104
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24,305,489
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23,568,860
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||||
Gross profit
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2,771,712
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2,699,386
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5,675,497
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5,493,054
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||||
Operating expenses
|
2,319,817
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2,170,834
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4,595,462
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4,345,137
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||||
Operating income
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451,895
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528,552
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1,080,035
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|
1,147,917
|
|
||||
Interest expense
|
87,113
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|
85,986
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|
|
176,129
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|
166,870
|
|
||||
Other expense (income), net
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10,197
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(9,162
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)
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11,329
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(17,137
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)
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||||
Earnings before income taxes
|
354,585
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451,728
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892,577
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|
998,184
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|
||||
Income taxes
|
87,205
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|
167,615
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|
|
194,155
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|
|
346,431
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|
||||
Net earnings
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$
|
267,380
|
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$
|
284,113
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$
|
698,422
|
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$
|
651,753
|
|
|
|
|
|
|
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||||||||
Net earnings:
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|
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||||||
Basic earnings per share
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$
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0.52
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$
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0.55
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$
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1.34
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$
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1.24
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Diluted earnings per share
|
0.51
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|
0.54
|
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1.33
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1.23
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||||
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|
||||||||
Average shares outstanding
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517,871,328
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|
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521,284,182
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519,363,973
|
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524,286,931
|
|
||||
Diluted shares outstanding
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524,600,510
|
|
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527,249,587
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526,817,501
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530,156,510
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13-Week Period Ended
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26-Week Period Ended
|
||||||||||||
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Dec. 29, 2018
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|
Dec. 30, 2017
|
|
Dec. 29, 2018
|
|
Dec. 30, 2017
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||||||||
Net earnings
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$
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267,380
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$
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284,113
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$
|
698,422
|
|
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$
|
651,753
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
(101,533
|
)
|
|
19,254
|
|
|
(126,460
|
)
|
|
140,584
|
|
||||
Items presented net of tax:
|
|
|
|
|
|
|
|
||||||||
Amortization of cash flow hedges
|
2,155
|
|
|
2,155
|
|
|
4,310
|
|
|
3,925
|
|
||||
Change in net investment hedges
|
26,469
|
|
|
(4,153
|
)
|
|
35,057
|
|
|
(16,177
|
)
|
||||
Change in cash flow hedges
|
(8,784
|
)
|
|
917
|
|
|
(11,792
|
)
|
|
3,118
|
|
||||
Amortization of prior service cost
|
1,600
|
|
|
1,807
|
|
|
3,200
|
|
|
3,291
|
|
||||
Amortization of actuarial loss, net
|
6,529
|
|
|
6,571
|
|
|
13,058
|
|
|
11,968
|
|
||||
Actuarial loss, net
|
—
|
|
|
—
|
|
|
(32,511
|
)
|
|
—
|
|
||||
Total other comprehensive (loss) income
|
(73,564
|
)
|
|
26,551
|
|
|
(115,138
|
)
|
|
146,709
|
|
||||
Comprehensive income
|
$
|
193,816
|
|
|
$
|
310,664
|
|
|
$
|
583,284
|
|
|
$
|
798,462
|
|
|
26-Week Period Ended
|
||||||
|
Dec. 29, 2018
|
|
Dec. 30, 2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
698,422
|
|
|
$
|
651,753
|
|
Adjustments to reconcile net earnings to cash provided by operating activities:
|
|
|
|
||||
Share-based compensation expense
|
54,199
|
|
|
51,612
|
|
||
Depreciation and amortization
|
392,413
|
|
|
370,316
|
|
||
Amortization of debt issuance and other debt-related costs
|
10,814
|
|
|
14,395
|
|
||
Deferred income taxes
|
(89,098
|
)
|
|
37,005
|
|
||
Provision for losses on receivables
|
27,647
|
|
|
20,151
|
|
||
Other non-cash items
|
411
|
|
|
12,986
|
|
||
Additional changes in certain assets and liabilities, net of effect of businesses acquired:
|
|
|
|
||||
(Increase) decrease in receivables
|
(137,314
|
)
|
|
99,713
|
|
||
(Increase) in inventories
|
(204,437
|
)
|
|
(133,374
|
)
|
||
(Increase) in prepaid expenses and other current assets
|
(31,465
|
)
|
|
(33,484
|
)
|
||
Increase (decrease) in accou
nts payable
|
131,715
|
|
|
(286,899
|
)
|
||
Increase (decrease) in accrued expenses
|
92,100
|
|
|
(21,802
|
)
|
||
(Decrease) increase in accrued income taxes
|
(11,117
|
)
|
|
120,397
|
|
||
(Increase) in other assets
|
(21,138
|
)
|
|
(29,508
|
)
|
||
Increase in other long-term liabilities
|
4,638
|
|
|
59,943
|
|
||
Net cash provided by operating activities
|
917,790
|
|
|
933,204
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Additions to plant and equipment
|
(223,825
|
)
|
|
(258,577
|
)
|
||
Proceeds from sales of plant and equipment
|
6,901
|
|
|
3,878
|
|
||
Acquisition of businesses, net of cash acquired
|
(88
|
)
|
|
(147,644
|
)
|
||
Net cash (used for) investing activities
|
(217,012
|
)
|
|
(402,343
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Bank and commercial paper borrowings, net
|
109,900
|
|
|
630,265
|
|
||
Other debt borrowings
|
383,163
|
|
|
5,465
|
|
||
Other debt repayments
|
(16,617
|
)
|
|
(10,368
|
)
|
||
Proceeds from stock option exercises
|
137,896
|
|
|
172,298
|
|
||
Treasury stock purchases
|
(739,205
|
)
|
|
(750,532
|
)
|
||
Dividends paid
|
(379,216
|
)
|
|
(346,920
|
)
|
||
Other financing activities
|
(6,653
|
)
|
|
(10,136
|
)
|
||
Net cash (used for) financing activities
|
(510,732
|
)
|
|
(309,928
|
)
|
||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
(8,904
|
)
|
|
23,510
|
|
||
Net increase in cash, cash equivalents and restricte
d cash
|
181,142
|
|
|
244,443
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
715,844
|
|
|
869,502
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
896,986
|
|
|
$
|
1,113,945
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
$
|
158,574
|
|
|
$
|
136,279
|
|
Income taxes
|
328,574
|
|
|
75,841
|
|
|
Dec. 29, 2018
|
|
Dec. 30, 2017
|
||||
|
(In thousands)
|
||||||
Cash and cash equivalents
|
$
|
744,808
|
|
|
$
|
961,067
|
|
Restricted cash
(1)
|
152,178
|
|
|
152,878
|
|
||
Total cash, cash equivalents and restricted cash shown in the Consolidated Statement of Cash Flows
|
$
|
896,986
|
|
|
$
|
1,113,945
|
|
(1)
|
Restricted cash as of
December 29, 2018
primarily represents cash and cash equivalents of Sysco’s wholly owned captive insurance subsidiary, restricted for use to secure the insurer’s obligations for workers’ compensation, general liability and auto liability programs. Restricted cash is located within other assets in the consolidated balance sheet as of
December 29, 2018
.
|
|
|
13-Week Period Ended Dec. 29, 2018
|
||||||||||||||||||
|
|
US Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Total
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Principal Product Categories
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fresh and frozen meats
|
|
$
|
2,084,648
|
|
|
$
|
409,086
|
|
|
$
|
374,069
|
|
|
$
|
—
|
|
|
$
|
2,867,803
|
|
Canned and dry products
|
|
1,799,535
|
|
|
611,609
|
|
|
66,719
|
|
|
—
|
|
|
2,477,863
|
|
|||||
Frozen fruits, vegetables, bakery and other
|
|
1,417,063
|
|
|
354,178
|
|
|
315,129
|
|
|
—
|
|
|
2,086,370
|
|
|||||
Dairy products
|
|
1,041,436
|
|
|
306,364
|
|
|
148,103
|
|
|
—
|
|
|
1,495,903
|
|
|||||
Poultry
|
|
1,001,579
|
|
|
209,542
|
|
|
208,674
|
|
|
—
|
|
|
1,419,795
|
|
|||||
Fresh produce
|
|
927,997
|
|
|
322,020
|
|
|
57,048
|
|
|
—
|
|
|
1,307,065
|
|
|||||
Paper and disposables
|
|
681,890
|
|
|
87,376
|
|
|
181,896
|
|
|
14,175
|
|
|
965,337
|
|
|||||
Seafood
|
|
581,655
|
|
|
196,413
|
|
|
23,451
|
|
|
—
|
|
|
801,519
|
|
|||||
Beverage products
|
|
271,182
|
|
|
161,317
|
|
|
136,244
|
|
|
20,422
|
|
|
589,165
|
|
|||||
Other
(1)
|
|
280,120
|
|
|
232,693
|
|
|
25,274
|
|
|
216,800
|
|
|
754,887
|
|
|||||
Total Sales
|
|
$
|
10,087,105
|
|
|
$
|
2,890,598
|
|
|
$
|
1,536,607
|
|
|
$
|
251,397
|
|
|
$
|
14,765,707
|
|
(1)
|
Other sales relate to non-food products, including textiles and amenities for our hotel supply business, equipment and subscription sales for our Sysco Labs business, and other janitorial products, medical supplies and smallwares.
|
|
|
13-Week Period Ended Dec. 30, 2017
|
||||||||||||||||||
|
|
US Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Total
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Principal Product Categories
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fresh and frozen meats
|
|
$
|
1,975,717
|
|
|
$
|
411,726
|
|
|
$
|
375,602
|
|
|
$
|
—
|
|
|
$
|
2,763,045
|
|
Canned and dry products
|
|
1,742,913
|
|
|
579,881
|
|
|
89,274
|
|
|
—
|
|
|
2,412,068
|
|
|||||
Frozen fruits, vegetables, bakery and other
|
|
1,316,229
|
|
|
645,354
|
|
|
289,133
|
|
|
—
|
|
|
2,250,716
|
|
|||||
Dairy products
|
|
1,019,134
|
|
|
308,362
|
|
|
162,372
|
|
|
—
|
|
|
1,489,868
|
|
|||||
Poultry
|
|
997,225
|
|
|
212,552
|
|
|
277,820
|
|
|
—
|
|
|
1,487,597
|
|
|||||
Fresh produce
|
|
902,943
|
|
|
256,746
|
|
|
63,947
|
|
|
—
|
|
|
1,223,636
|
|
|||||
Paper and disposables
|
|
637,520
|
|
|
98,258
|
|
|
183,205
|
|
|
13,445
|
|
|
932,428
|
|
|||||
Seafood
|
|
555,996
|
|
|
182,393
|
|
|
21,109
|
|
|
—
|
|
|
759,498
|
|
|||||
Beverage products
|
|
266,102
|
|
|
48,819
|
|
|
140,190
|
|
|
19,441
|
|
|
474,552
|
|
|||||
Other
(1)
|
|
267,446
|
|
|
124,952
|
|
|
30,493
|
|
|
195,191
|
|
|
618,082
|
|
|||||
Total Sales
|
|
$
|
9,681,225
|
|
|
$
|
2,869,043
|
|
|
$
|
1,633,145
|
|
|
$
|
228,077
|
|
|
$
|
14,411,490
|
|
(1)
|
Other sales relate to non-food products, including textiles and amenities for our hotel supply business, equipment and subscription sales for our Sysco Labs business, and other janitorial products, medical supplies and smallwares.
|
|
|
26-Week Period Ended Dec. 29, 2018
|
||||||||||||||||||
|
|
US Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Total
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Principal Product Categories
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fresh and frozen meats
|
|
$
|
4,206,167
|
|
|
$
|
829,542
|
|
|
$
|
746,401
|
|
|
$
|
—
|
|
|
$
|
5,782,110
|
|
Canned and dry products
|
|
3,651,702
|
|
|
1,223,079
|
|
|
144,341
|
|
|
—
|
|
|
5,019,122
|
|
|||||
Frozen fruits, vegetables, bakery and other
|
|
2,840,449
|
|
|
982,735
|
|
|
606,995
|
|
|
—
|
|
|
4,430,179
|
|
|||||
Dairy products
|
|
2,127,840
|
|
|
624,711
|
|
|
302,909
|
|
|
—
|
|
|
3,055,460
|
|
|||||
Poultry
|
|
2,028,515
|
|
|
425,124
|
|
|
480,735
|
|
|
—
|
|
|
2,934,374
|
|
|||||
Fresh produce
|
|
1,865,577
|
|
|
579,564
|
|
|
121,897
|
|
|
—
|
|
|
2,567,038
|
|
|||||
Paper and disposables
|
|
1,392,649
|
|
|
191,915
|
|
|
370,512
|
|
|
30,584
|
|
|
1,985,660
|
|
|||||
Seafood
|
|
1,243,342
|
|
|
384,850
|
|
|
48,835
|
|
|
—
|
|
|
1,677,027
|
|
|||||
Beverage products
|
|
561,752
|
|
|
213,388
|
|
|
283,538
|
|
|
43,601
|
|
|
1,102,279
|
|
|||||
Other
(1)
|
|
568,523
|
|
|
356,640
|
|
|
51,901
|
|
|
450,673
|
|
|
1,427,737
|
|
|||||
Total Sales
|
|
$
|
20,486,516
|
|
|
$
|
5,811,548
|
|
|
$
|
3,158,064
|
|
|
$
|
524,858
|
|
|
$
|
29,980,986
|
|
(1)
|
Other sales relate to non-food products, including textiles and amenities for our hotel supply business, equipment and subscription sales for our Sysco Labs business, and other janitorial products, medical supplies and smallwares.
|
|
|
26-Week Period Ended Dec. 30, 2017
|
||||||||||||||||||
|
|
US Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Total
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Principal Product Categories
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fresh and frozen meats
|
|
$
|
4,006,857
|
|
|
$
|
846,365
|
|
|
$
|
761,851
|
|
|
$
|
—
|
|
|
$
|
5,615,073
|
|
Canned and dry products
|
|
3,481,591
|
|
|
1,173,234
|
|
|
166,759
|
|
|
—
|
|
|
4,821,584
|
|
|||||
Frozen fruits, vegetables, bakery and other
|
|
2,582,958
|
|
|
1,271,422
|
|
|
561,725
|
|
|
—
|
|
|
4,416,105
|
|
|||||
Poultry
|
|
2,043,911
|
|
|
420,017
|
|
|
574,719
|
|
|
—
|
|
|
3,038,647
|
|
|||||
Dairy products
|
|
2,036,796
|
|
|
624,016
|
|
|
329,059
|
|
|
—
|
|
|
2,989,871
|
|
|||||
Fresh produce
|
|
1,826,735
|
|
|
522,329
|
|
|
129,493
|
|
|
—
|
|
|
2,478,557
|
|
|||||
Paper and disposables
|
|
1,293,829
|
|
|
202,368
|
|
|
365,034
|
|
|
28,835
|
|
|
1,890,066
|
|
|||||
Seafood
|
|
1,176,317
|
|
|
365,664
|
|
|
44,884
|
|
|
—
|
|
|
1,586,865
|
|
|||||
Beverage products
|
|
541,232
|
|
|
99,878
|
|
|
285,264
|
|
|
42,452
|
|
|
968,826
|
|
|||||
Other
(1)
|
|
539,941
|
|
|
247,005
|
|
|
55,028
|
|
|
414,346
|
|
|
1,256,320
|
|
|||||
Total Sales
|
|
$
|
19,530,167
|
|
|
$
|
5,772,298
|
|
|
$
|
3,273,816
|
|
|
$
|
485,633
|
|
|
$
|
29,061,914
|
|
(1)
|
Other sales relate to non-food products, including textiles and amenities for our hotel supply business, equipment and subscription sales for our Sysco Labs business, and other janitorial products, medical supplies and smallwares.
|
•
|
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 Dec. 29, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
298,461
|
|
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
298,661
|
|
Other assets
(1)
|
152,178
|
|
|
—
|
|
|
—
|
|
|
152,178
|
|
||||
Total assets at fair value
|
$
|
450,639
|
|
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
450,839
|
|
(1)
|
Represents restricted cash balance recorded within other assets in the consolidated balance sheet.
|
|
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
|
|
(1)
|
Represents restricted cash balance recorded within other assets in the consolidated balance sheet.
|
|
Assets and Liabilities Measured at Fair Value as of Dec. 30, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
241,071
|
|
|
$
|
43,191
|
|
|
$
|
—
|
|
|
$
|
284,262
|
|
Other assets
(1)
|
145,734
|
|
|
7,143
|
|
|
—
|
|
|
152,877
|
|
||||
Total assets at fair value
|
$
|
386,805
|
|
|
$
|
50,334
|
|
|
$
|
—
|
|
|
$
|
437,139
|
|
(1)
|
Represents restricted cash balance recorded within other assets in the consolidated balance sheet.
|
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
|
June 2023
|
|
Euro
|
|
500
|
March 2025
|
|
U.S. Dollar
|
|
500
|
|
|
|
|
|
Hedging of foreign currency risk
|
|
|
|
|
Various (January 2019 to April 2019)
|
|
Swedish Krona
|
|
261
|
Various (January 2019 to October 2019)
|
|
British Pound Sterling
|
|
20
|
Various (January 2019 to December 2019)
|
|
U.S. Dollar
|
|
1
|
June 2021
|
|
Canadian Dollar
|
|
300
|
July 2021
|
|
British Pound Sterling
|
|
234
|
August 2021
|
|
British Pound Sterling
|
|
466
|
June 2023
|
|
Euro
|
|
500
|
|
|
|
|
|
Hedging of fuel risk
|
|
|
|
|
Various (December 31, 2018 to December 2019)
|
|
Gallons
|
|
52
|
|
|
|
Derivative Fair Value
|
||||||||||
|
Balance Sheet location
|
|
Dec. 29, 2018
|
|
Jun. 30, 2018
|
|
Dec. 30, 2017
|
||||||
|
|
|
(In thousands)
|
||||||||||
Fair Value Hedges:
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
Other current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
118
|
|
Interest rate swaps
|
Other assets
|
|
5,207
|
|
|
—
|
|
|
—
|
|
|||
Interest rate swaps
|
Other current liabilities
|
|
2,180
|
|
|
6,820
|
|
|
—
|
|
|||
Interest rate swaps
|
Other long-term liabilities
|
|
31,488
|
|
|
49,734
|
|
|
33,003
|
|
|||
|
|
|
|
|
|
|
|
||||||
Cash Flow Hedges:
|
|
|
|
|
|
|
|
||||||
Fuel Swaps
|
Other current assets
|
|
$
|
—
|
|
|
$
|
15,316
|
|
|
$
|
13,678
|
|
Foreign currency forwards
|
Other current assets
|
|
246
|
|
|
693
|
|
|
555
|
|
|||
Cross currency swaps
|
Other current assets
|
|
—
|
|
|
4,284
|
|
|
—
|
|
|||
Cross currency swaps
|
Other assets
|
|
13,773
|
|
|
3,454
|
|
|
—
|
|
|||
Fuel Swaps
|
Other current liabilities
|
|
19,548
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency forwards
|
Other current liabilities
|
|
226
|
|
|
71
|
|
|
351
|
|
|||
Fuel swaps
|
Other long-term liabilities
|
|
742
|
|
|
—
|
|
|
—
|
|
|||
Cross currency swaps
|
Other long-term liabilities
|
|
—
|
|
|
14,201
|
|
|
21,310
|
|
|||
|
|
|
|
|
|
|
|
||||||
Net Investment Hedges:
|
|
|
|
|
|
|
|
||||||
Foreign currency swaps
|
Other assets
|
|
$
|
23,349
|
|
|
$
|
10,709
|
|
|
$
|
7,822
|
|
Foreign currency swaps
|
Other long-term liabilities
|
|
20,361
|
|
|
39,690
|
|
|
48,087
|
|
|
|
13-Week Period Ended Dec. 29, 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
|
|
$
|
11,993,995
|
|
|
$
|
2,319,817
|
|
|
$
|
87,113
|
|
Gain or (loss) on fair value hedging relationships:
|
|
|
|
|
|
|
||||||
Interest rate swaps:
|
|
|
|
|
|
|
||||||
Hedged items
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(46,919
|
)
|
Derivatives designated as hedging instruments
|
|
—
|
|
|
—
|
|
|
31,550
|
|
(1)
|
The hedged total includes interest expense of
$15.7 million
and change in fair value of debt of
$31.3 million
.
|
|
|
13-Week Period Ended Dec. 30, 2017
|
||||||||||
|
|
Cost of Goods Sold
|
|
Operating Expense
|
|
Interest Expense
|
||||||
|
|
(In thousands)
|
||||||||||
Total amounts of income and expense line items presented in the consolidated results of operations in which the effects of fair value or cash flow hedges are recorded
|
|
$
|
11,712,104
|
|
|
$
|
2,170,834
|
|
|
$
|
85,986
|
|
Gain or (loss) on fair value hedging relationships:
|
|
|
|
|
|
|
||||||
Interest rate swaps:
|
|
|
|
|
|
|
||||||
Hedged items
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,515
|
)
|
Derivatives designated as hedging instruments
|
|
—
|
|
|
—
|
|
|
(9,942
|
)
|
(1)
|
The hedged total includes interest expense of
$17.1 million
and change in fair value of debt of
$9.6 million
.
|
|
|
26-Week Period Ended Dec. 29, 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
|
|
$
|
24,305,489
|
|
|
$
|
4,595,462
|
|
|
$
|
176,129
|
|
Gain or (loss) on fair value hedging relationships:
|
|
|
|
|
|
|
||||||
Interest rate swaps:
|
|
|
|
|
|
|
||||||
Hedged items
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(55,506
|
)
|
Derivatives designated as hedging instruments
|
|
—
|
|
|
—
|
|
|
20,691
|
|
(1)
|
The hedged total includes interest expense of
$30.8 million
and change in fair value of debt of
$24.7 million
.
|
|
|
26-Week Period Ended Dec. 30, 2017
|
||||||||||
|
|
Cost of Goods Sold
|
|
Operating Expense
|
|
Interest Expense
|
||||||
|
|
(In thousands)
|
||||||||||
Total amounts of income and expense line items presented in the consolidated results of operations in which the effects of fair value or cash flow hedges are recorded
|
|
$
|
23,568,860
|
|
|
$
|
4,345,137
|
|
|
$
|
166,870
|
|
Gain or (loss) on fair value hedging relationships:
|
|
|
|
|
|
|
||||||
Interest rate swaps:
|
|
|
|
|
|
|
||||||
Hedged items
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(22,745
|
)
|
Derivatives designated as hedging instruments
|
|
—
|
|
|
—
|
|
|
(10,989
|
)
|
(1)
|
The hedged total includes interest expense of
$34.2 million
and change in fair value of debt of
$11.4 million
.
|
|
13-Week Period Ended Dec. 29, 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
|
$
|
(36,843
|
)
|
|
Operating expense
|
|
$
|
5,040
|
|
Foreign currency contracts
|
25,463
|
|
|
Cost of goods sold
|
|
8
|
|
||
Total
|
$
|
(11,380
|
)
|
|
|
|
$
|
5,048
|
|
|
|
|
|
|
|
||||
Derivatives in net investment hedging relationships:
|
|
|
|
|
|
||||
Foreign currency contracts
|
$
|
27,143
|
|
|
N/A
|
|
$
|
—
|
|
Foreign denominated debt
|
8,150
|
|
|
N/A
|
|
—
|
|
||
Total
|
$
|
35,293
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||
|
13-Week Period Ended Dec. 30, 2017
|
||||||||
|
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives
|
|
Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
|
|
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
|
||||
|
(In thousands)
|
|
|
|
(In thousands)
|
||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
||||
Fuel swaps
|
$
|
8,505
|
|
|
Operating expense
|
|
$
|
1,814
|
|
Foreign currency contracts
|
6,331
|
|
|
Cost of goods sold
|
|
525
|
|
||
Total
|
$
|
14,836
|
|
|
|
|
$
|
2,339
|
|
|
|
|
|
|
|
||||
Derivatives in net investment hedging relationships:
|
|
|
|
|
|
||||
Foreign currency contracts
|
$
|
(12,063
|
)
|
|
N/A
|
|
$
|
—
|
|
Foreign denominated debt
|
(9,450
|
)
|
|
N/A
|
|
—
|
|
||
Total
|
$
|
(21,513
|
)
|
|
|
|
$
|
—
|
|
|
26-Week Period Ended Dec. 29, 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
|
$
|
(35,817
|
)
|
|
Operating expense
|
|
$
|
9,393
|
|
Foreign currency contracts
|
20,660
|
|
|
Cost of goods sold
|
|
491
|
|
||
Total
|
$
|
(15,157
|
)
|
|
|
|
$
|
9,884
|
|
|
|
|
|
|
|
||||
Derivatives in net investment hedging relationships:
|
|
|
|
|
|
||||
Foreign currency contracts
|
$
|
34,371
|
|
|
N/A
|
|
$
|
—
|
|
Foreign denominated debt
|
12,100
|
|
|
N/A
|
|
—
|
|
||
Total
|
$
|
46,471
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||
|
26-Week Period Ended Dec. 30, 2017
|
||||||||
|
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives
|
|
Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
|
|
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
|
||||
|
(In thousands)
|
|
|
|
(In thousands)
|
||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
||||
Fuel swaps
|
$
|
19,706
|
|
|
Operating expense
|
|
$
|
1,658
|
|
Foreign currency contracts
|
(15,462
|
)
|
|
Cost of goods sold
|
|
834
|
|
||
Total
|
$
|
4,244
|
|
|
|
|
$
|
2,492
|
|
|
|
|
|
|
|
||||
Derivatives in net investment hedging relationships:
|
|
|
|
|
|
||||
Foreign currency contracts
|
$
|
(27,957
|
)
|
|
N/A
|
|
$
|
—
|
|
Foreign denominated debt
|
(28,600
|
)
|
|
N/A
|
|
—
|
|
||
Total
|
$
|
(56,557
|
)
|
|
|
|
$
|
—
|
|
|
Dec. 29, 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
|
$
|
(499,867
|
)
|
|
$
|
2,152
|
|
Long-term debt
|
(2,310,689
|
)
|
|
25,776
|
|
|
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
|
|
|
Dec. 30, 2017
|
||||||
|
Carrying Amount of Hedged Assets (Liabilities)
|
|
Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of Hedged Assets (Liabilities)
|
||||
|
(In thousands)
|
||||||
Balance sheet location:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
(499,960
|
)
|
|
$
|
—
|
|
Long-term debt
|
(1,747,194
|
)
|
|
18,282
|
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||||||
|
Dec. 29, 2018
|
|
Dec. 30, 2017
|
|
Dec. 29, 2018
|
|
Dec. 30, 2017
|
||||||||
|
(In thousands, except for share
and per share data) |
|
(In thousands, except for share
and per share data) |
||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
$
|
267,380
|
|
|
$
|
284,113
|
|
|
$
|
698,422
|
|
|
$
|
651,753
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average basic shares outstanding
|
517,871,328
|
|
|
521,284,182
|
|
|
519,363,973
|
|
|
524,286,931
|
|
||||
Dilutive effect of share-based awards
|
6,729,182
|
|
|
5,965,405
|
|
|
7,453,528
|
|
|
5,869,579
|
|
||||
Weighted-average diluted shares outstanding
|
524,600,510
|
|
|
527,249,587
|
|
|
526,817,501
|
|
|
530,156,510
|
|
||||
Basic earnings per share
|
$
|
0.52
|
|
|
$
|
0.55
|
|
|
$
|
1.34
|
|
|
$
|
1.24
|
|
Diluted earnings per share
|
$
|
0.51
|
|
|
$
|
0.54
|
|
|
$
|
1.33
|
|
|
$
|
1.23
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share
|
$
|
0.39
|
|
|
$
|
0.36
|
|
|
$
|
0.75
|
|
|
$
|
0.69
|
|
(1)
|
Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.
|
|
|
|
13-Week Period Ended Dec. 30, 2017
|
||||||||||
|
Location of
Expense (Income) Recognized in
Net Earnings
|
|
Before Tax
Amount |
|
Tax
|
|
Net of Tax
Amount |
||||||
|
|
|
(In thousands)
|
||||||||||
Pension and other postretirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
|
|
|
|||
Amortization of prior service cost
|
Other expense, net
|
|
$
|
2,409
|
|
|
$
|
602
|
|
|
$
|
1,807
|
|
Amortization of actuarial loss (gain), net
|
Other expense, net
|
|
8,761
|
|
|
2,190
|
|
|
6,571
|
|
|||
Total reclassification adjustments
|
|
|
11,170
|
|
|
2,792
|
|
|
8,378
|
|
|||
Foreign currency translation:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
N/A
|
|
19,254
|
|
|
—
|
|
|
19,254
|
|
|||
Hedging instruments:
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss) before reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Change in cash flow hedges
|
Operating expenses
(1)
|
|
2,944
|
|
|
2,027
|
|
|
917
|
|
|||
Change in net investment hedges
|
N/A
|
|
(6,543
|
)
|
|
(2,390
|
)
|
|
(4,153
|
)
|
|||
Total other comprehensive income (loss) before reclassification adjustments
|
|
|
(3,599
|
)
|
|
(363
|
)
|
|
(3,236
|
)
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Amortization of cash flow hedges
|
Interest expense
|
|
2,873
|
|
|
718
|
|
|
2,155
|
|
|||
Total other comprehensive income (loss)
|
|
|
$
|
29,698
|
|
|
$
|
3,147
|
|
|
$
|
26,551
|
|
(1)
|
Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.
|
(1)
|
Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.
|
|
|
|
26-Week Period Ended Dec. 30, 2017
|
||||||||||
|
Location of
Expense (Income) Recognized in
Net Earnings
|
|
Before Tax
Amount |
|
Tax
|
|
Net of Tax
Amount |
||||||
|
|
|
(In thousands)
|
||||||||||
Pension and other postretirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
|
|
|
|||
Amortization of prior service cost
|
Other expense, net
|
|
$
|
4,818
|
|
|
$
|
1,527
|
|
|
$
|
3,291
|
|
Amortization of actuarial loss (gain), net
|
Other expense, net
|
|
17,522
|
|
|
5,554
|
|
|
11,968
|
|
|||
Total reclassification adjustments
|
|
|
22,340
|
|
|
7,081
|
|
|
15,259
|
|
|||
Foreign currency translation:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
N/A
|
|
140,584
|
|
|
—
|
|
|
140,584
|
|
|||
Hedging instruments:
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss) before reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Change in cash flow hedges
|
Operating expenses
(1)
|
|
6,350
|
|
|
3,232
|
|
|
3,118
|
|
|||
Change in net investment hedges
|
N/A
|
|
(29,918
|
)
|
|
(13,741
|
)
|
|
(16,177
|
)
|
|||
Total other comprehensive income (loss) before reclassification adjustments
|
|
|
(23,568
|
)
|
|
(10,509
|
)
|
|
(13,059
|
)
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
||||||
Amortization of cash flow hedges
|
Interest expense
|
|
5,746
|
|
|
1,821
|
|
|
3,925
|
|
|||
Total other comprehensive income (loss)
|
|
|
$
|
145,102
|
|
|
$
|
(1,607
|
)
|
|
$
|
146,709
|
|
(1)
|
Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.
|
|
26-Week Period Ended Dec. 29, 2018
|
||||||||||||||
|
Pension and Other Postretirement Benefit Plans,
net of tax |
|
Foreign Currency Translation
|
|
Hedging,
net of tax |
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance as of Jun. 30, 2018
|
$
|
(1,095,059
|
)
|
|
$
|
(171,043
|
)
|
|
$
|
(143,167
|
)
|
|
$
|
(1,409,269
|
)
|
Equity adjustment from foreign currency translation
|
—
|
|
|
(126,460
|
)
|
|
—
|
|
|
(126,460
|
)
|
||||
Amortization of cash flow hedges
|
—
|
|
|
—
|
|
|
4,310
|
|
|
4,310
|
|
||||
Change in net investment hedges
|
—
|
|
|
—
|
|
|
35,057
|
|
|
35,057
|
|
||||
Change in cash flow hedge
|
—
|
|
|
—
|
|
|
(11,792
|
)
|
|
(11,792
|
)
|
||||
Net actuarial loss
|
(32,511
|
)
|
|
—
|
|
|
—
|
|
|
(32,511
|
)
|
||||
Amortization of unrecognized prior service cost
|
3,200
|
|
|
—
|
|
|
—
|
|
|
3,200
|
|
||||
Amortization of unrecognized net actuarial losses
|
13,058
|
|
|
—
|
|
|
—
|
|
|
13,058
|
|
||||
Balance as of Dec. 29, 2018
|
$
|
(1,111,312
|
)
|
|
$
|
(297,503
|
)
|
|
$
|
(115,592
|
)
|
|
$
|
(1,524,407
|
)
|
|
26-Week Period Ended Dec. 30, 2017
|
||||||||||||||
|
Pension and Other Postretirement Benefit Plans,
net of tax |
|
Foreign Currency Translation
|
|
Hedging,
net of tax |
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance as of Jul. 1, 2017
|
$
|
(974,232
|
)
|
|
$
|
(148,056
|
)
|
|
$
|
(140,449
|
)
|
|
$
|
(1,262,737
|
)
|
Equity adjustment from foreign currency translation
|
—
|
|
|
140,584
|
|
|
—
|
|
|
140,584
|
|
||||
Amortization of cash flow hedges
|
—
|
|
|
—
|
|
|
3,925
|
|
|
3,925
|
|
||||
Change in net investment hedges
|
—
|
|
|
—
|
|
|
(16,177
|
)
|
|
(16,177
|
)
|
||||
Change in cash flow hedges
|
—
|
|
|
—
|
|
|
3,118
|
|
|
3,118
|
|
||||
Amortization of unrecognized prior service cost
|
3,291
|
|
|
—
|
|
|
—
|
|
|
3,291
|
|
||||
Amortization of unrecognized net actuarial losses
|
11,968
|
|
|
—
|
|
|
—
|
|
|
11,968
|
|
||||
Balance as of Dec. 30, 2017
|
$
|
(958,973
|
)
|
|
$
|
(7,472
|
)
|
|
$
|
(149,583
|
)
|
|
$
|
(1,116,028
|
)
|
•
|
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,
|
•
|
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.
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||||||
|
Dec. 29, 2018
|
|
Dec. 30, 2017
|
|
Dec. 29, 2018
|
|
Dec. 30, 2017
|
||||||||
Sales:
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
U.S. Foodservice Operations
|
$
|
10,087,105
|
|
|
$
|
9,681,225
|
|
|
$
|
20,486,516
|
|
|
$
|
19,530,167
|
|
International Foodservice Operations
|
2,890,598
|
|
|
2,869,043
|
|
|
5,811,548
|
|
|
5,772,298
|
|
||||
SYGMA
|
1,536,607
|
|
|
1,633,145
|
|
|
3,158,064
|
|
|
3,273,816
|
|
||||
Other
|
251,397
|
|
|
228,077
|
|
|
524,858
|
|
|
485,633
|
|
||||
Total
|
$
|
14,765,707
|
|
|
$
|
14,411,490
|
|
|
$
|
29,980,986
|
|
|
$
|
29,061,914
|
|
|
|
|
|
|
|
|
|
||||||||
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||||||
|
Dec. 29, 2018
|
|
Dec. 30, 2017
|
|
Dec. 29, 2018
|
|
Dec. 30, 2017
|
||||||||
Operating income:
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
U.S. Foodservice Operations
|
$
|
737,477
|
|
|
$
|
707,581
|
|
|
$
|
1,553,235
|
|
|
$
|
1,489,656
|
|
International Foodservice Operations
|
(14,917
|
)
|
|
52,594
|
|
|
51,855
|
|
|
129,398
|
|
||||
SYGMA
|
3,114
|
|
|
3,353
|
|
|
5,545
|
|
|
8,198
|
|
||||
Other
|
5,718
|
|
|
6,181
|
|
|
16,053
|
|
|
13,113
|
|
||||
Total segments
|
731,392
|
|
|
769,709
|
|
|
1,626,688
|
|
|
1,640,365
|
|
||||
Corporate
|
(279,497
|
)
|
|
(241,157
|
)
|
|
(546,653
|
)
|
|
(492,448
|
)
|
||||
Total operating income
|
451,895
|
|
|
528,552
|
|
|
1,080,035
|
|
|
1,147,917
|
|
||||
Interest expense
|
87,113
|
|
|
85,986
|
|
|
176,129
|
|
|
166,870
|
|
||||
Other expense (income), net
|
10,197
|
|
|
(9,162
|
)
|
|
11,329
|
|
|
(17,137
|
)
|
||||
Earnings before income taxes
|
$
|
354,585
|
|
|
$
|
451,728
|
|
|
$
|
892,577
|
|
|
$
|
998,184
|
|
|
Condensed Consolidated Balance Sheet
|
||||||||||||||||||
|
Dec. 29, 2018
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Current assets
|
$
|
138,324
|
|
|
$
|
4,087,103
|
|
|
$
|
4,212,356
|
|
|
$
|
—
|
|
|
$
|
8,437,783
|
|
Intercompany receivables
|
7,062,518
|
|
|
110,889
|
|
|
2,433,329
|
|
|
(9,606,736
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
5,864,415
|
|
|
—
|
|
|
1,210,579
|
|
|
(7,074,994
|
)
|
|
—
|
|
|||||
Plant and equipment, net
|
254,187
|
|
|
2,122,911
|
|
|
1,998,452
|
|
|
—
|
|
|
4,375,550
|
|
|||||
Other assets
|
745,923
|
|
|
684,276
|
|
|
4,465,022
|
|
|
(514,378
|
)
|
|
5,380,843
|
|
|||||
Total assets
|
$
|
14,065,367
|
|
|
$
|
7,005,179
|
|
|
$
|
14,319,738
|
|
|
$
|
(17,196,108
|
)
|
|
$
|
18,194,176
|
|
Current liabilities
|
$
|
1,211,568
|
|
|
$
|
928,505
|
|
|
$
|
4,610,097
|
|
|
$
|
—
|
|
|
$
|
6,750,170
|
|
Intercompany payables
|
2,514,212
|
|
|
2,535,827
|
|
|
4,556,697
|
|
|
(9,606,736
|
)
|
|
—
|
|
|||||
Long-term debt
|
7,593,478
|
|
|
9,605
|
|
|
416,763
|
|
|
—
|
|
|
8,019,846
|
|
|||||
Other liabilities
|
578,475
|
|
|
536,378
|
|
|
620,692
|
|
|
(514,378
|
)
|
|
1,221,167
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
35,357
|
|
|
—
|
|
|
35,357
|
|
|||||
Shareholders’ equity
|
2,167,634
|
|
|
2,994,864
|
|
|
4,080,132
|
|
|
(7,074,994
|
)
|
|
2,167,636
|
|
|||||
Total liabilities and shareholders’ equity
|
$
|
14,065,367
|
|
|
$
|
7,005,179
|
|
|
$
|
14,319,738
|
|
|
$
|
(17,196,108
|
)
|
|
$
|
18,194,176
|
|
|
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
|
||||||||||||||||||
|
Dec. 30, 2017
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Current assets
|
$
|
189,553
|
|
|
$
|
3,803,349
|
|
|
$
|
4,279,266
|
|
|
$
|
—
|
|
|
$
|
8,272,168
|
|
Intercompany receivables
|
2,945,188
|
|
|
1,276,341
|
|
|
—
|
|
|
(4,221,529
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
7,623,839
|
|
|
—
|
|
|
—
|
|
|
(7,623,839
|
)
|
|
—
|
|
|||||
Plant and equipment, net
|
262,790
|
|
|
2,018,365
|
|
|
2,085,137
|
|
|
—
|
|
|
4,366,292
|
|
|||||
Other assets
|
965,800
|
|
|
55,820
|
|
|
4,559,290
|
|
|
—
|
|
|
5,580,910
|
|
|||||
Total assets
|
$
|
11,987,170
|
|
|
$
|
7,153,875
|
|
|
$
|
10,923,693
|
|
|
$
|
(11,845,368
|
)
|
|
$
|
18,219,370
|
|
Current liabilities
|
$
|
540,008
|
|
|
$
|
3,781,141
|
|
|
$
|
1,661,821
|
|
|
$
|
—
|
|
|
$
|
5,982,970
|
|
Intercompany payables
|
—
|
|
|
—
|
|
|
4,221,529
|
|
|
(4,221,529
|
)
|
|
—
|
|
|||||
Long-term debt
|
8,239,844
|
|
|
6,995
|
|
|
65,650
|
|
|
—
|
|
|
8,312,489
|
|
|||||
Other liabilities
|
938,716
|
|
|
87,230
|
|
|
595,839
|
|
|
—
|
|
|
1,621,785
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
33,524
|
|
|
—
|
|
|
33,524
|
|
|||||
Shareholders’ equity
|
2,268,602
|
|
|
3,278,509
|
|
|
4,345,330
|
|
|
(7,623,839
|
)
|
|
2,268,602
|
|
|||||
Total liabilities and shareholders’ equity
|
$
|
11,987,170
|
|
|
$
|
7,153,875
|
|
|
$
|
10,923,693
|
|
|
$
|
(11,845,368
|
)
|
|
$
|
18,219,370
|
|
|
Condensed Consolidated Statement of Comprehensive Income
|
||||||||||||||||||
|
For the 13-Week Period Ended Dec. 29, 2018
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
9,101,114
|
|
|
$
|
6,329,665
|
|
|
$
|
(665,072
|
)
|
|
$
|
14,765,707
|
|
Cost of sales
|
—
|
|
|
7,381,785
|
|
|
5,277,282
|
|
|
(665,072
|
)
|
|
11,993,995
|
|
|||||
Gross profit
|
—
|
|
|
1,719,329
|
|
|
1,052,383
|
|
|
—
|
|
|
2,771,712
|
|
|||||
Operating expenses
|
232,621
|
|
|
1,035,676
|
|
|
1,051,520
|
|
|
—
|
|
|
2,319,817
|
|
|||||
Operating income (loss)
|
(232,621
|
)
|
|
683,653
|
|
|
863
|
|
|
—
|
|
|
451,895
|
|
|||||
Interest expense (income)
(1)
|
63,491
|
|
|
(8,920
|
)
|
|
32,542
|
|
|
—
|
|
|
87,113
|
|
|||||
Other expense (income), net
|
3,772
|
|
|
(86
|
)
|
|
6,511
|
|
|
—
|
|
|
10,197
|
|
|||||
Earnings (losses) before income taxes
|
(299,884
|
)
|
|
692,659
|
|
|
(38,190
|
)
|
|
—
|
|
|
354,585
|
|
|||||
Income tax (benefit) provision
|
(73,057
|
)
|
|
170,960
|
|
|
(10,698
|
)
|
|
—
|
|
|
87,205
|
|
|||||
Equity in earnings of subsidiaries
|
494,207
|
|
|
—
|
|
|
128,030
|
|
|
(622,237
|
)
|
|
—
|
|
|||||
Net earnings
|
267,380
|
|
|
521,699
|
|
|
100,538
|
|
|
(622,237
|
)
|
|
267,380
|
|
|||||
Other comprehensive income (loss)
|
(73,564
|
)
|
|
—
|
|
|
(101,533
|
)
|
|
101,533
|
|
|
(73,564
|
)
|
|||||
Comprehensive income
|
$
|
193,816
|
|
|
$
|
521,699
|
|
|
$
|
(995
|
)
|
|
$
|
(520,704
|
)
|
|
$
|
193,816
|
|
(1)
|
Interest expense (income) includes
$8.9 million
of intercompany interest income, net, for certain of the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation for the
second
quarter ended
December 29, 2018
. 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 13-Week Period Ended Dec. 30, 2017
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
8,754,169
|
|
|
$
|
6,169,239
|
|
|
$
|
(511,918
|
)
|
|
$
|
14,411,490
|
|
Cost of sales
|
—
|
|
|
7,102,287
|
|
|
5,121,735
|
|
|
(511,918
|
)
|
|
11,712,104
|
|
|||||
Gross profit
|
—
|
|
|
1,651,882
|
|
|
1,047,504
|
|
|
—
|
|
|
2,699,386
|
|
|||||
Operating expenses
|
203,892
|
|
|
993,440
|
|
|
973,502
|
|
|
—
|
|
|
2,170,834
|
|
|||||
Operating income (loss)
|
(203,892
|
)
|
|
658,442
|
|
|
74,002
|
|
|
—
|
|
|
528,552
|
|
|||||
Interest expense (income)
(1)
|
108,768
|
|
|
(27,955
|
)
|
|
5,173
|
|
|
—
|
|
|
85,986
|
|
|||||
Other expense (income), net
|
(10,122
|
)
|
|
69
|
|
|
891
|
|
|
—
|
|
|
(9,162
|
)
|
|||||
Earnings (losses) before income taxes
|
(302,538
|
)
|
|
686,328
|
|
|
67,938
|
|
|
—
|
|
|
451,728
|
|
|||||
Income tax (benefit) provision
|
(120,315
|
)
|
|
262,822
|
|
|
25,108
|
|
|
—
|
|
|
167,615
|
|
|||||
Equity in earnings of subsidiaries
|
466,336
|
|
|
—
|
|
|
—
|
|
|
(466,336
|
)
|
|
—
|
|
|||||
Net earnings
|
284,113
|
|
|
423,506
|
|
|
42,830
|
|
|
(466,336
|
)
|
|
284,113
|
|
|||||
Other comprehensive income (loss)
|
26,551
|
|
|
—
|
|
|
19,254
|
|
|
(19,254
|
)
|
|
26,551
|
|
|||||
Comprehensive income
|
$
|
310,664
|
|
|
$
|
423,506
|
|
|
$
|
62,084
|
|
|
$
|
(485,590
|
)
|
|
$
|
310,664
|
|
(1)
|
Interest expense (income) includes
$28.0 million
of intercompany interest income, net, for certain of the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation for the
second
quarter ended
December 30, 2017
. There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries.
|
|
Condensed Consolidated Statement of Comprehensive Income
|
||||||||||||||||||
|
For the 26-Week Period Ended Dec. 29, 2018
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
18,580,920
|
|
|
$
|
12,563,823
|
|
|
$
|
(1,163,757
|
)
|
|
$
|
29,980,986
|
|
Cost of sales
|
—
|
|
|
15,041,886
|
|
|
10,427,360
|
|
|
(1,163,757
|
)
|
|
24,305,489
|
|
|||||
Gross profit
|
—
|
|
|
3,539,034
|
|
|
2,136,463
|
|
|
—
|
|
|
5,675,497
|
|
|||||
Operating expenses
|
452,902
|
|
|
2,088,027
|
|
|
2,054,533
|
|
|
—
|
|
|
4,595,462
|
|
|||||
Operating income (loss)
|
(452,902
|
)
|
|
1,451,007
|
|
|
81,930
|
|
|
—
|
|
|
1,080,035
|
|
|||||
Interest expense (income)
(1)
|
104,905
|
|
|
(30,459
|
)
|
|
101,683
|
|
|
—
|
|
|
176,129
|
|
|||||
Other expense (income), net
|
10,372
|
|
|
(140
|
)
|
|
1,097
|
|
|
—
|
|
|
11,329
|
|
|||||
Earnings (losses) before income taxes
|
(568,179
|
)
|
|
1,481,606
|
|
|
(20,850
|
)
|
|
—
|
|
|
892,577
|
|
|||||
Income tax (benefit) provision
|
(166,645
|
)
|
|
367,404
|
|
|
(6,604
|
)
|
|
—
|
|
|
194,155
|
|
|||||
Equity in earnings of subsidiaries
|
1,099,956
|
|
|
—
|
|
|
222,371
|
|
|
(1,322,327
|
)
|
|
—
|
|
|||||
Net earnings
|
698,422
|
|
|
1,114,202
|
|
|
208,125
|
|
|
(1,322,327
|
)
|
|
698,422
|
|
|||||
Other comprehensive income (loss)
|
(115,138
|
)
|
|
—
|
|
|
(126,460
|
)
|
|
126,460
|
|
|
(115,138
|
)
|
|||||
Comprehensive income
|
$
|
583,284
|
|
|
$
|
1,114,202
|
|
|
$
|
81,665
|
|
|
$
|
(1,195,867
|
)
|
|
$
|
583,284
|
|
(1)
|
Interest expense (income) includes
$30.5 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 26-Week Period Ended Dec. 30, 2017
|
||||||||||||||||||
|
Sysco
|
|
Certain U.S.
Broadline Subsidiaries |
|
Other
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
Totals |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
17,775,826
|
|
|
$
|
12,289,551
|
|
|
$
|
(1,003,463
|
)
|
|
$
|
29,061,914
|
|
Cost of sales
|
—
|
|
|
14,377,711
|
|
|
10,194,612
|
|
|
(1,003,463
|
)
|
|
23,568,860
|
|
|||||
Gross profit
|
—
|
|
|
3,398,115
|
|
|
2,094,939
|
|
|
—
|
|
|
5,493,054
|
|
|||||
Operating expenses
|
406,848
|
|
|
1,999,593
|
|
|
1,938,696
|
|
|
—
|
|
|
4,345,137
|
|
|||||
Operating income (loss)
|
(406,848
|
)
|
|
1,398,522
|
|
|
156,243
|
|
|
—
|
|
|
1,147,917
|
|
|||||
Interest expense (income)
(1)
|
207,764
|
|
|
(51,306
|
)
|
|
10,412
|
|
|
—
|
|
|
166,870
|
|
|||||
Other expense (income), net
|
(18,829
|
)
|
|
854
|
|
|
838
|
|
|
—
|
|
|
(17,137
|
)
|
|||||
Earnings (losses) before income taxes
|
(595,783
|
)
|
|
1,448,974
|
|
|
144,993
|
|
|
—
|
|
|
998,184
|
|
|||||
Income tax (benefit) provision
|
(216,273
|
)
|
|
512,383
|
|
|
50,321
|
|
|
—
|
|
|
346,431
|
|
|||||
Equity in earnings of subsidiaries
|
1,031,263
|
|
|
—
|
|
|
—
|
|
|
(1,031,263
|
)
|
|
—
|
|
|||||
Net earnings
|
651,753
|
|
|
936,591
|
|
|
94,672
|
|
|
(1,031,263
|
)
|
|
651,753
|
|
|||||
Other comprehensive income (loss)
|
146,709
|
|
|
—
|
|
|
140,583
|
|
|
(140,583
|
)
|
|
146,709
|
|
|||||
Comprehensive income
|
$
|
798,462
|
|
|
$
|
936,591
|
|
|
$
|
235,255
|
|
|
$
|
(1,171,846
|
)
|
|
$
|
798,462
|
|
(1)
|
Interest expense (income) includes
$51.3 million
of intercompany interest income, net, for certain of the U.S. Broadline subsidiaries, which is intercompany interest expense for Sysco Corporation. There is an immaterial amount of intercompany interest expense related to Sysco Corporation for the Other Non-Guarantor Subsidiaries.
|
|
Condensed Consolidated Cash Flows
|
||||||||||||||||||
|
For the 26-Week Period Ended Dec. 29, 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
|
$
|
485,875
|
|
|
$
|
100,079
|
|
|
$
|
331,836
|
|
|
$
|
—
|
|
|
$
|
917,790
|
|
Investing activities
|
432,730
|
|
|
(85,254
|
)
|
|
(66,591
|
)
|
|
(497,897
|
)
|
|
(217,012
|
)
|
|||||
Financing activities
|
(912,101
|
)
|
|
(2,819
|
)
|
|
(93,709
|
)
|
|
497,897
|
|
|
(510,732
|
)
|
|||||
Effect of exchange rates on cash
|
—
|
|
|
—
|
|
|
(8,904
|
)
|
|
—
|
|
|
(8,904
|
)
|
|||||
Net increase in cash, cash equivalents and restricted cash
|
6,504
|
|
|
12,006
|
|
|
162,632
|
|
|
—
|
|
|
181,142
|
|
|||||
Cash, cash equivalents and restricted cash at the beginning of period
|
29,144
|
|
|
111,843
|
|
|
574,857
|
|
|
—
|
|
|
715,844
|
|
|||||
Cash, cash equivalents and restricted cash at the end of period
|
$
|
35,648
|
|
|
$
|
123,849
|
|
|
$
|
737,489
|
|
|
$
|
—
|
|
|
$
|
896,986
|
|
(1)
|
Represents primarily intercompany loans between the subsidiaries and the parent, Sysco Corporation.
|
|
Condensed Consolidated Cash Flows
|
||||||||||||||||||
|
For the 26-Week Period Ended Dec. 30, 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
|
$
|
252,770
|
|
|
$
|
195,650
|
|
|
$
|
484,784
|
|
|
$
|
—
|
|
|
$
|
933,204
|
|
Investing activities
|
(104,914
|
)
|
|
(112,513
|
)
|
|
(332,538
|
)
|
|
147,622
|
|
|
(402,343
|
)
|
|||||
Financing activities
|
(159,309
|
)
|
|
(3,890
|
)
|
|
893
|
|
|
(147,622
|
)
|
|
(309,928
|
)
|
|||||
Effect of exchange rates on cash
|
—
|
|
|
—
|
|
|
23,510
|
|
|
—
|
|
|
23,510
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(11,453
|
)
|
|
79,247
|
|
|
176,649
|
|
|
—
|
|
|
244,443
|
|
|||||
Cash and cash equivalents at the beginning of period
|
111,576
|
|
|
18,788
|
|
|
739,138
|
|
|
—
|
|
|
869,502
|
|
|||||
Cash and cash equivalents at the end of period
|
$
|
100,123
|
|
|
$
|
98,035
|
|
|
$
|
915,787
|
|
|
$
|
—
|
|
|
$
|
1,113,945
|
|
(1)
|
Represents primarily intercompany loans between the subsidiaries and the parent, Sysco Corporation.
|
•
|
Sales:
|
◦
|
increased
2.5%
, or
$354.2 million
, to
$14.8 billion
;
|
•
|
Operating income:
|
◦
|
decreased
14.5%
, or
$76.7 million
, to
$451.9 million
;
|
◦
|
adjusted operating income
increased
4.8%
, or
$27.6 million
, to
$603.3 million
;
|
•
|
Net earnings:
|
◦
|
decreased
5.9%
, or
$16.7 million
, to
$267.4 million
;
|
◦
|
adjusted net earnings
decreased
4.5%
, or
$18.4 million
, to
$393.5 million
;
|
•
|
Basic earnings per share:
|
◦
|
decreased
5.5%
, or
$0.03
, to
$0.52
per share;
|
•
|
Diluted earnings per share:
|
◦
|
decreased
5.6%
, or
$0.03
, to
$0.51
per share; and
|
◦
|
adjusted diluted earnings per share
decreased
4.0%
, or
$0.03
, to
$0.75
per share.
|
•
|
Sales:
|
◦
|
increased
3.2%
, or
$919.1 million
, to
$30.0 billion
;
|
•
|
Operating income:
|
◦
|
decreased
5.9%
, or
$67.9 million
, to
$1.1 billion
;
|
◦
|
adjusted operating income
increased
5.0%
, or
$61.1 million
, to
$1.3 billion
;
|
•
|
Net earnings:
|
◦
|
increased
7.2%
, or
$46.7 million
, to
$698.4 million
;
|
◦
|
adjusted net earnings
increased
8.2%
, or
$66.3 million
, to
$872.7 million
;
|
•
|
Basic earnings per share:
|
◦
|
increased
8.1%
, or
$0.10
, to
$1.34
per share;
|
•
|
Diluted earnings per share:
|
◦
|
increased
8.1%
, or
$0.10
, to
$1.33
per share; and
|
◦
|
adjusted diluted earnings per share
increased
9.0%
, or
$0.14
, to
$1.66
per share.
|
•
|
A Finance Transformation Roadmap that modernizes our global financial platform, starting mostly within our U.S. operations. We are centralizing activities, automating work and working with offshore partners where transactional work can be accomplished more efficiently and cost effectively. This project is underway and is expected to produce benefits in the second half of this fiscal year;
|
•
|
A Smart Spending initiative, which is focused on reducing our indirect spend in certain categories to drive productivity and savings, with benefits anticipated to begin in the second half of this fiscal year;
|
•
|
A Canadian Regionalization project, which is focused on optimizing the leadership and overall structure of our Canadian operations that have historically been highly decentralized. Benefits are anticipated to begin in the second half of this fiscal year; and
|
•
|
An Administrative Expenses initiative, which is focused on the reprioritization of our administrative work, where we are looking for new and innovative ways to drive costs out of the business, which will align with our transformational efforts, to drive growth. As an example, in February 2019, we implemented executive leadership and organizational changes resulting in the reduction of 10% of our corporate support salaried positions. This streamlined organizational and business unit structure will allow us to reduce costs and accelerate decision-making within our operating model by getting closer to our customers and aligning our resources to address their evolving needs.
|
•
|
enrich the customer experience;
|
•
|
deliver operational excellence;
|
•
|
optimize our business; and
|
•
|
activate the power of our people.
|
•
|
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 for existing businesses.
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||
|
Dec. 29, 2018
|
|
Dec. 30, 2017
|
|
Dec. 29, 2018
|
|
Dec. 30, 2017
|
||||
Sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
81.2
|
|
|
81.3
|
|
|
81.1
|
|
|
81.1
|
|
Gross profit
|
18.8
|
|
|
18.7
|
|
|
18.9
|
|
|
18.9
|
|
Operating expenses
|
15.7
|
|
|
15.1
|
|
|
15.3
|
|
|
15.0
|
|
Operating income
|
3.1
|
|
|
3.6
|
|
|
3.6
|
|
|
3.9
|
|
Interest expense
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
Other expense (income), net
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
Earnings before income taxes
|
2.4
|
|
|
3.1
|
|
|
3.0
|
|
|
3.4
|
|
Income taxes
|
0.6
|
|
|
1.1
|
|
|
0.7
|
|
|
1.2
|
|
Net earnings
|
1.8
|
%
|
|
2.0
|
%
|
|
2.3
|
%
|
|
2.2
|
%
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||
|
Dec. 29, 2018
|
|
Dec. 29, 2018
|
||
Sales
|
2.5
|
%
|
|
3.2
|
%
|
Cost of sales
|
2.4
|
|
|
3.1
|
|
Gross profit
|
2.7
|
|
|
3.3
|
|
Operating expenses
|
6.9
|
|
|
5.8
|
|
Operating income
|
(14.5
|
)
|
|
(5.9
|
)
|
Interest expense
|
1.3
|
|
|
5.5
|
|
Other expense (income), net
(1)
|
(211.3
|
)
|
|
(166.1
|
)
|
Earnings before income taxes
|
(21.5
|
)
|
|
(10.6
|
)
|
Income taxes
|
(48.0
|
)
|
|
(44.0
|
)
|
Net earnings
|
(5.9
|
)%
|
|
7.2
|
%
|
Basic earnings per share
|
(5.5
|
)%
|
|
8.1
|
%
|
Diluted earnings per share
|
(5.6
|
)
|
|
8.1
|
|
Average shares outstanding
|
(0.7
|
)
|
|
(0.9
|
)
|
Diluted shares outstanding
|
(0.5
|
)
|
|
(0.6
|
)
|
(1)
|
Other expense (income), net was expense of
$10.2 million
in the
second
quarter of fiscal
2019
and income of
$9.2 million
in the
second
quarter of fiscal
2018
.
|
(2)
|
Other expense (income), net was expense of
$11.3 million
in the first
26
weeks of fiscal
2019
and income of
$17.1 million
in the first
26
weeks of fiscal
2018
.
|
|
13-Week Period Ended Dec. 29, 2018
|
||||||||||||||||||||||
|
U.S. Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Corporate
|
|
Consolidated
Totals |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Sales
|
$
|
10,087,105
|
|
|
$
|
2,890,598
|
|
|
$
|
1,536,607
|
|
|
$
|
251,397
|
|
|
$
|
—
|
|
|
$
|
14,765,707
|
|
Sales increase (decrease)
|
4.2
|
%
|
|
0.8
|
%
|
|
(5.9
|
)%
|
|
10.2
|
%
|
|
|
|
2.5
|
%
|
|||||||
Percentage of total
|
68.3
|
%
|
|
19.6
|
%
|
|
10.4
|
%
|
|
1.7
|
%
|
|
|
|
100.0
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
$
|
737,477
|
|
|
$
|
(14,917
|
)
|
|
$
|
3,114
|
|
|
$
|
5,718
|
|
|
$
|
(279,497
|
)
|
|
$
|
451,895
|
|
Operating income increase (decrease)
|
4.2
|
%
|
|
(128.4
|
)%
|
|
(7.1
|
)%
|
|
(7.5
|
)%
|
|
|
|
(14.5
|
)%
|
|||||||
Percentage of total segments
|
100.8
|
%
|
|
(2.0
|
)%
|
|
0.4
|
%
|
|
0.8
|
%
|
|
|
|
100.0
|
%
|
|||||||
Operating income as a percentage of sales
|
7.3
|
%
|
|
(0.5
|
)%
|
|
0.2
|
%
|
|
2.3
|
%
|
|
|
|
3.1
|
%
|
|
13-Week Period Ended Dec. 30, 2017
|
||||||||||||||||||||||
|
U.S. Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Corporate
|
|
Consolidated
Totals |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Sales
|
$
|
9,681,225
|
|
|
$
|
2,869,043
|
|
|
$
|
1,633,145
|
|
|
$
|
228,077
|
|
|
$
|
—
|
|
|
$
|
14,411,490
|
|
Percentage of total
|
67.2
|
%
|
|
19.9
|
%
|
|
11.3
|
%
|
|
1.6
|
%
|
|
|
|
100.0
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
$
|
707,581
|
|
|
$
|
52,594
|
|
|
$
|
3,353
|
|
|
$
|
6,181
|
|
|
$
|
(241,157
|
)
|
|
$
|
528,552
|
|
Percentage of total segments
|
91.9
|
%
|
|
6.8
|
%
|
|
0.4
|
%
|
|
0.9
|
%
|
|
|
|
100.0
|
%
|
|||||||
Operating income as a percentage of sales
|
7.3
|
%
|
|
1.8
|
%
|
|
0.2
|
%
|
|
2.7
|
%
|
|
|
|
3.6
|
%
|
|
26-Week Period Ended Dec. 29, 2018
|
||||||||||||||||||||||
|
U.S. Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Corporate
|
|
Consolidated
Totals |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Sales
|
$
|
20,486,516
|
|
|
$
|
5,811,548
|
|
|
$
|
3,158,064
|
|
|
$
|
524,858
|
|
|
$
|
—
|
|
|
$
|
29,980,986
|
|
Sales increase (decrease)
|
4.9
|
%
|
|
0.7
|
%
|
|
(3.5
|
)%
|
|
8.1
|
%
|
|
|
|
3.2
|
%
|
|||||||
Percentage of total
|
68.3
|
%
|
|
19.4
|
%
|
|
10.5
|
%
|
|
1.8
|
%
|
|
|
|
100.0
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
$
|
1,553,235
|
|
|
$
|
51,855
|
|
|
$
|
5,545
|
|
|
$
|
16,053
|
|
|
$
|
(546,653
|
)
|
|
$
|
1,080,035
|
|
Operating income increase (decrease)
|
4.3
|
%
|
|
(59.9
|
)%
|
|
(32.4
|
)%
|
|
22.4
|
%
|
|
|
|
(5.9
|
)%
|
|||||||
Percentage of total segments
|
95.5
|
%
|
|
3.2
|
%
|
|
0.3
|
%
|
|
1.0
|
%
|
|
|
|
100.0
|
%
|
|||||||
Operating income as a percentage of sales
|
7.6
|
%
|
|
0.9
|
%
|
|
0.2
|
%
|
|
3.1
|
%
|
|
|
|
3.6
|
%
|
|
26-Week Period Ended Dec. 30, 2017
|
||||||||||||||||||||||
|
U.S. Foodservice Operations
|
|
International Foodservice Operations
|
|
SYGMA
|
|
Other
|
|
Corporate
|
|
Consolidated
Totals |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Sales
|
$
|
19,530,167
|
|
|
$
|
5,772,298
|
|
|
$
|
3,273,816
|
|
|
$
|
485,633
|
|
|
$
|
—
|
|
|
$
|
29,061,914
|
|
Percentage of total
|
67.2
|
%
|
|
19.9
|
%
|
|
11.3
|
%
|
|
1.6
|
%
|
|
|
|
100.0
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
$
|
1,489,656
|
|
|
$
|
129,398
|
|
|
$
|
8,198
|
|
|
$
|
13,113
|
|
|
$
|
(492,448
|
)
|
|
$
|
1,147,917
|
|
Percentage of total segments
|
90.8
|
%
|
|
7.9
|
%
|
|
0.5
|
%
|
|
0.8
|
%
|
|
|
|
100.0
|
%
|
|||||||
Operating income as a percentage of sales
|
7.6
|
%
|
|
2.2
|
%
|
|
0.3
|
%
|
|
2.7
|
%
|
|
|
|
3.9
|
%
|
|
13-Week Period Ended Dec. 29, 2018
|
|
13-Week Period Ended Dec. 30, 2017
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Sales
|
$
|
10,087,105
|
|
|
$
|
9,681,225
|
|
|
$
|
405,880
|
|
|
4.2
|
%
|
Gross profit
|
2,001,819
|
|
|
1,915,466
|
|
|
86,353
|
|
|
4.5
|
|
|||
Operating expenses
|
1,264,342
|
|
|
1,207,885
|
|
|
56,457
|
|
|
4.7
|
|
|||
Operating income
|
$
|
737,477
|
|
|
$
|
707,581
|
|
|
$
|
29,896
|
|
|
4.2
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
26-Week Period Ended Dec. 29, 2018
|
|
26-Week Period Ended Dec. 30, 2017
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Sales
|
$
|
20,486,516
|
|
|
$
|
19,530,167
|
|
|
$
|
956,349
|
|
|
4.9
|
%
|
Gross profit
|
4,092,046
|
|
|
3,901,749
|
|
|
190,297
|
|
|
4.9
|
|
|||
Operating expenses
|
2,538,811
|
|
|
2,412,093
|
|
|
126,718
|
|
|
5.3
|
|
|||
Operating income
|
$
|
1,553,235
|
|
|
$
|
1,489,656
|
|
|
$
|
63,579
|
|
|
4.3
|
%
|
|
Increase (Decrease)
|
|||||
|
13-Week Period
|
|||||
|
(In millions)
|
|||||
Cause of change
|
Percentage
|
|
Dollars
|
|||
Case volume
|
1.7
|
%
|
|
$
|
165.2
|
|
Inflation
|
1.4
|
|
|
136.7
|
|
|
Acquisitions
|
0.8
|
|
|
78.8
|
|
|
Other
(1)
|
0.3
|
|
|
25.2
|
|
|
Total sales increase
|
4.2
|
%
|
|
$
|
405.9
|
|
|
|
|
|
|||
|
Increase (Decrease)
|
|||||
|
26-Week Period
|
|||||
|
(Dollars in millions)
|
|||||
Cause of change
|
Percentage
|
|
Dollars
|
|||
Case volume
|
2.8
|
%
|
|
$
|
543.9
|
|
Inflation
|
0.7
|
|
|
137.3
|
|
|
Acquisitions
|
1.1
|
|
|
214.2
|
|
|
Other
(1)
|
0.3
|
|
|
60.9
|
|
|
Total sales increase
|
4.9
|
%
|
|
$
|
956.3
|
|
(1)
|
Case volume excludes the volume impact from our custom-cut meat companies that do not measure volume in cases. Any impact in volumes from these operations is included within “Other.”
|
|
13-Week Period Ended Dec. 29, 2018
|
|
13-Week Period Ended Dec. 30, 2017
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Sales
|
$
|
2,890,598
|
|
|
$
|
2,869,043
|
|
|
$
|
21,555
|
|
|
0.8
|
%
|
Gross profit
|
589,922
|
|
|
599,647
|
|
|
(9,725
|
)
|
|
(1.6
|
)
|
|||
Operating expenses
|
604,839
|
|
|
547,053
|
|
|
57,786
|
|
|
10.6
|
|
|||
Operating income
|
$
|
(14,917
|
)
|
|
$
|
52,594
|
|
|
$
|
(67,511
|
)
|
|
(128.4
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
$
|
589,922
|
|
|
$
|
599,647
|
|
|
$
|
(9,725
|
)
|
|
(1.6
|
)%
|
Adjusted operating expenses (Non-GAAP)
|
506,872
|
|
|
520,642
|
|
|
(13,770
|
)
|
|
(2.6
|
)
|
|||
Adjusted operating income (Non-GAAP)
|
$
|
83,050
|
|
|
$
|
79,005
|
|
|
$
|
4,045
|
|
|
5.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
26-Week Period Ended Dec. 29, 2018
|
|
26-Week Period Ended Dec. 30, 2017
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Sales
|
$
|
5,811,548
|
|
|
$
|
5,772,298
|
|
|
$
|
39,250
|
|
|
0.7
|
%
|
Gross profit
|
1,205,427
|
|
|
1,214,750
|
|
|
(9,323
|
)
|
|
(0.8
|
)
|
|||
Operating expenses
|
1,153,572
|
|
|
1,085,352
|
|
|
68,220
|
|
|
6.3
|
|
|||
Operating income
|
$
|
51,855
|
|
|
$
|
129,398
|
|
|
$
|
(77,543
|
)
|
|
(59.9
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
$
|
1,205,427
|
|
|
$
|
1,214,750
|
|
|
$
|
(9,323
|
)
|
|
(0.8
|
)%
|
Adjusted operating expenses (Non-GAAP)
|
1,026,980
|
|
|
1,040,529
|
|
|
(13,549
|
)
|
|
(1.3
|
)
|
|||
Adjusted operating income (Non-GAAP)
|
$
|
178,447
|
|
|
$
|
174,221
|
|
|
$
|
4,226
|
|
|
2.4
|
%
|
|
Increase (Decrease)
|
|||||
|
13-Week Period
|
|||||
|
(In millions)
|
|||||
Cause of change
|
Percentage
|
|
Dollars
|
|||
Inflation
|
3.1
|
%
|
|
$
|
87.7
|
|
Acquisitions
|
1.0
|
|
|
29.6
|
|
|
Foreign currency
|
(3.4
|
)
|
|
(96.5
|
)
|
|
Other
(1)
|
0.1
|
|
|
0.8
|
|
|
Total sales increase
|
0.8
|
%
|
|
$
|
21.6
|
|
|
|
|
|
|||
|
Increase (Decrease)
|
|||||
|
26-Week Period
|
|||||
|
(In millions)
|
|||||
Cause of change
|
Percentage
|
|
Dollars
|
|||
Inflation
|
2.7
|
%
|
|
$
|
153.4
|
|
Acquisitions
|
1.0
|
|
|
60.0
|
|
|
Foreign currency
|
(2.7
|
)
|
|
(158.0
|
)
|
|
Other
(1)
|
(0.3
|
)
|
|
(16.2
|
)
|
|
Total sales increase
|
0.7
|
%
|
|
$
|
39.2
|
|
(1)
|
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.
|
|
13-Week Period Ended Dec. 29, 2018
|
|
13-Week Period Ended Dec. 30, 2017
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands, except for share and per share data)
|
|||||||||||||
Operating expenses (GAAP)
|
$
|
2,319,817
|
|
|
$
|
2,170,834
|
|
|
$
|
148,983
|
|
|
6.9
|
%
|
Impact of restructuring and transformational project costs
(1)
|
(134,436
|
)
|
|
(21,377
|
)
|
|
(113,059
|
)
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
(17,008
|
)
|
|
(25,799
|
)
|
|
8,791
|
|
|
(34.1
|
)
|
|||
Operating expenses adjusted for Certain Items (Non-GAAP)
|
$
|
2,168,373
|
|
|
$
|
2,123,658
|
|
|
$
|
44,715
|
|
|
2.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
451,895
|
|
|
$
|
528,552
|
|
|
$
|
(76,657
|
)
|
|
(14.5
|
)%
|
Impact of restructuring and transformational project costs
(1)
|
134,436
|
|
|
21,377
|
|
|
113,059
|
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
17,008
|
|
|
25,799
|
|
|
(8,791
|
)
|
|
(34.1
|
)
|
|||
Operating income adjusted for Certain Items (Non-GAAP)
|
$
|
603,339
|
|
|
$
|
575,728
|
|
|
$
|
27,611
|
|
|
4.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
Net earnings (GAAP)
|
$
|
267,380
|
|
|
$
|
284,113
|
|
|
$
|
(16,733
|
)
|
|
(5.9
|
)%
|
Impact of restructuring and transformational project costs
(1)
|
134,436
|
|
|
21,377
|
|
|
113,059
|
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
17,008
|
|
|
25,799
|
|
|
(8,791
|
)
|
|
(34.1
|
)
|
|||
Tax impact of restructuring and transformational project costs
(3)
|
(34,886
|
)
|
|
(5,691
|
)
|
|
(29,195
|
)
|
|
NM
|
|
|||
Tax impact of acquisition-related costs
(3)
|
(5,611
|
)
|
|
(6,110
|
)
|
|
499
|
|
|
(8.2
|
)
|
|||
Impact of U.S. transition tax
|
15,154
|
|
|
115,000
|
|
|
(99,846
|
)
|
|
(86.8
|
)
|
|||
Impact of U.S. balance sheet remeasurement from tax law change
|
—
|
|
|
(14,477
|
)
|
|
14,477
|
|
|
NM
|
|
|||
Impact of France and U.K. tax law changes
|
—
|
|
|
(8,137
|
)
|
|
8,137
|
|
|
NM
|
|
|||
Net earnings adjusted for Certain Items (Non-GAAP)
|
$
|
393,481
|
|
|
$
|
411,874
|
|
|
$
|
(18,393
|
)
|
|
(4.5
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share (GAAP)
|
$
|
0.51
|
|
|
$
|
0.54
|
|
|
$
|
(0.03
|
)
|
|
(5.6
|
)%
|
Impact of restructuring and transformational project costs
(1)
|
0.26
|
|
|
0.04
|
|
|
0.22
|
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
0.03
|
|
|
0.05
|
|
|
(0.02
|
)
|
|
(40.0
|
)
|
|||
Tax impact of restructuring and transformational project costs
(3)
|
(0.07
|
)
|
|
(0.01
|
)
|
|
(0.06
|
)
|
|
NM
|
|
|||
Tax impact of acquisition-related costs
(3)
|
(0.01
|
)
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|||
Impact of U.S. transition tax
|
0.03
|
|
|
0.22
|
|
|
(0.19
|
)
|
|
(86.4
|
)
|
|||
Impact of U.S. balance sheet remeasurement from tax law change
|
—
|
|
|
(0.03
|
)
|
|
0.03
|
|
|
NM
|
|
|||
Impact of France and U.K. tax law changes
|
—
|
|
|
(0.02
|
)
|
|
0.02
|
|
|
NM
|
|
|||
Diluted EPS adjusted for Certain Items (Non-GAAP)
(4)
|
$
|
0.75
|
|
|
$
|
0.78
|
|
|
$
|
(0.03
|
)
|
|
(4.0
|
)%
|
(1)
|
Fiscal
2019
includes
$53 million
related to various transformation initiative costs, primarily consisting of changes to our business technology strategy, of which
$17 million
relates to accelerated depreciation related to software that is being replaced, and
$81 million
related to severance, restructuring and facility closure charges in Europe and Canada, of which
$55 million
relates to our France restructuring as part of our integration of Brake France and Davigel into Sysco France. Fiscal
2018
includes
$16 million
related to business technology costs and professional fees on three-year financial objectives and
$6 million
related to restructuring charges.
|
(2)
|
Fiscal
2019
and fiscal
2018
include
$18 million
and
$19 million
, respectively, related to intangible amortization expense from the Brakes Acquisition, which is included in the results of Brakes. Fiscal 2018 includes
$5 million
in integration costs.
|
(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.
|
(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.
|
|
26-Week Period Ended Dec. 29, 2018
|
|
26-Week Period Ended Dec. 30, 2017
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands, except for share and per share data)
|
|||||||||||||
Operating expenses (GAAP)
|
$
|
4,595,462
|
|
|
$
|
4,345,137
|
|
|
$
|
250,325
|
|
|
5.8
|
%
|
Impact of restructuring and transformational project costs
(1)
|
(175,339
|
)
|
|
(40,430
|
)
|
|
(134,909
|
)
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
(39,645
|
)
|
|
(45,545
|
)
|
|
5,900
|
|
|
(13.0
|
)
|
|||
Operating expenses adjusted for Certain Items (Non-GAAP)
|
$
|
4,380,478
|
|
|
$
|
4,259,162
|
|
|
$
|
121,316
|
|
|
2.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
1,080,035
|
|
|
$
|
1,147,917
|
|
|
$
|
(67,882
|
)
|
|
(5.9
|
)%
|
Impact of restructuring and transformational project costs
(1)
|
175,339
|
|
|
40,430
|
|
|
134,909
|
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
39,645
|
|
|
45,545
|
|
|
(5,900
|
)
|
|
(13.0
|
)
|
|||
Operating income adjusted for Certain Items (Non-GAAP)
|
$
|
1,295,019
|
|
|
$
|
1,233,892
|
|
|
$
|
61,127
|
|
|
5.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
Net earnings (GAAP)
|
$
|
698,422
|
|
|
$
|
651,753
|
|
|
$
|
46,669
|
|
|
7.2
|
%
|
Impact of restructuring and transformational project costs
(1)
|
175,339
|
|
|
40,430
|
|
|
134,909
|
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
39,645
|
|
|
45,545
|
|
|
(5,900
|
)
|
|
(13.0
|
)
|
|||
Tax impact of restructuring and transformational project costs
(3)
|
(45,560
|
)
|
|
(12,634
|
)
|
|
(32,926
|
)
|
|
NM
|
|
|||
Tax impact of acquisition-related costs
(3)
|
(10,302
|
)
|
|
(11,108
|
)
|
|
806
|
|
|
(7.3
|
)
|
|||
Impact of U.S. transition tax
|
15,154
|
|
|
115,000
|
|
|
(99,846
|
)
|
|
(86.8
|
)
|
|||
Impact of U.S. balance sheet remeasurement from tax law change
|
—
|
|
|
(14,477
|
)
|
|
14,477
|
|
|
NM
|
|
|||
Impact of France and U.K. tax law changes
|
—
|
|
|
(8,137
|
)
|
|
8,137
|
|
|
NM
|
|
|||
Net earnings adjusted for Certain Items (Non-GAAP)
|
$
|
872,698
|
|
|
$
|
806,372
|
|
|
$
|
66,326
|
|
|
8.2
|
%
|
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share (GAAP)
|
$
|
1.33
|
|
|
$
|
1.23
|
|
|
$
|
0.10
|
|
|
8.1
|
%
|
Impact of restructuring and transformational project costs
(1)
|
0.33
|
|
|
0.08
|
|
|
0.25
|
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
0.08
|
|
|
0.09
|
|
|
(0.01
|
)
|
|
(11.1
|
)
|
|||
Tax impact of restructuring and transformational project costs
(3)
|
(0.09
|
)
|
|
(0.02
|
)
|
|
(0.07
|
)
|
|
NM
|
|
|||
Tax impact of acquisition-related costs
(3)
|
(0.02
|
)
|
|
(0.02
|
)
|
|
—
|
|
|
—
|
|
|||
Impact of U.S. transition tax
|
0.03
|
|
|
0.22
|
|
|
(0.19
|
)
|
|
(86.4
|
)
|
|||
Impact of U.S. balance sheet remeasurement from tax law change
|
—
|
|
|
(0.03
|
)
|
|
0.03
|
|
|
NM
|
|
|||
Impact of France and U.K. tax law changes
|
—
|
|
|
(0.02
|
)
|
|
0.02
|
|
|
NM
|
|
|||
Diluted EPS adjusted for Certain Items (Non-GAAP)
(4)
|
$
|
1.66
|
|
|
$
|
1.52
|
|
|
$
|
0.14
|
|
|
9.0
|
%
|
(1)
|
Fiscal
2019
includes
$79 million
related to various transformation initiative costs, primarily consisting of changes to our business technology strategy, of which
$17 million
relates to accelerated depreciation related to software that is being replaced, and
$96 million
related to severance, restructuring and facility closure charges in Europe and Canada, of which
$56 million
relates to our France restructuring as part of our integration of Brake France and Davigel into Sysco France. Fiscal
2018
includes
$29 million
related to business technology costs and professional fees on three-year financial objectives and
$11 million
related to restructuring charges.
|
(2)
|
Fiscal
2019
and fiscal
2018
include
$39 million
and
$31 million
, respectively, related to intangible amortization expense from the Brakes Acquisition, which is included in the results of Brakes, and
$1 million
and
$10 million
, respectively, related to integration costs.
|
(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.
|
(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.
|
|
13-Week Period Ended Dec. 29, 2018
|
|
13-Week Period Ended Dec. 30, 2017
|
|
Change in Dollars
|
|
% Change
|
|||||||
|
(In thousands)
|
|||||||||||||
INTERNATIONAL FOODSERVICE OPERATIONS
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
604,839
|
|
|
$
|
547,053
|
|
|
$
|
57,786
|
|
|
10.6
|
%
|
Impact of restructuring and transformational project costs
(1)
|
(81,020
|
)
|
|
(5,602
|
)
|
|
(75,418
|
)
|
|
NM
|
|
|||
Impact of acquisition-related costs
(2)
|
(16,947
|
)
|
|
(20,809
|
)
|
|
3,862
|
|
|
(18.6
|
)
|
|||
Operating expenses adjusted for Certain Items (Non-GAAP)
|
$
|
506,872
|
|
|
$
|
520,642
|
|
|
$
|
(13,770
|
)
|
|
(2.6
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
(14,917
|
)
|
|
$
|
52,594
|
|
|
$
|
(67,511
|
)
|
|
NM
|
|
Impact of restructuring and transformational project costs
(1)
|
81,020
|
|
|
5,602
|
|
|
75,418
|
|
|
NM
|
|
|||
Impact of acquisition related costs
(2)
|
16,947
|
|
|
20,809
|
|
|
(3,862
|
)
|
|
(18.6
|
)
|
|||
Operating income adjusted for Certain Items (Non-GAAP)
|
$
|
83,050
|
|
|
$
|
79,005
|
|
|
$
|
4,045
|
|
|
5.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
CORPORATE
|
|
|
|
|
|
|
|
|||||||
Operating expenses (GAAP)
|
$
|
274,430
|
|
|
$
|
240,972
|
|
|
$
|
33,458
|
|
|
13.9
|
%
|
Impact of restructuring and transformational project costs
(3)
|
(53,417
|
)
|
|
(15,775
|
)
|
|
(37,642
|
)
|
|
NM
|
|
|||
Impact of acquisition-related costs
(4)
|
(61
|
)
|
|
(4,990
|
)
|
|
4,929
|
|
|
(98.8
|
)
|
|||
Operating expenses adjusted for Certain Items (Non-GAAP)
|
$
|
220,952
|
|
|
$
|
220,207
|
|
|
$
|
745
|
|
|
0.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (GAAP)
|
$
|
(279,497
|
)
|
|
$
|
(241,157
|
)
|
|
$
|
(38,340
|
)
|
|
15.9
|
%
|
Impact of restructuring and transformational project costs
(3)
|
53,417
|
|
|
15,775
|
|
|
37,642
|
|
|
NM
|
|
|||
Impact of acquisition-related costs
(4)
|
61
|
|
|
4,990
|
|
|
(4,929
|
)
|
|
(98.8
|
)
|
|||
Operating income adjusted for Certain Items (Non-GAAP)
|
$
|
(226,019
|
)
|
|
$
|
(220,392
|
)
|
|
$
|
(5,627
|
)
|
|
2.6
|
%
|
(1)
|
Includes
$55 million
of restructuring charges in France and other restructuring, severance and facility closure costs in Europe and Canada.
|
(2)
|
Fiscal
2019
and fiscal
2018
include
$18 million
and
$19 million
, respectively, related to intangible amortization expense from the Brakes Acquisition.
|
(3)
|
Fiscal
2019
and fiscal
2018
include various transformation initiative costs, primarily consisting of changes to our business technology strategy, including
$17 million
of accelerated depreciation on software that is being replaced, and severance charges related to restructuring.
|
(4)
|
Fiscal
2018
included
$5 million
in integration costs from the Brakes Acquisition.
|
(1)
|
Includes
$56 million
of restructuring charges in France and other restructuring, severance and facility closure costs in Europe and Canada.
|
(2)
|
Fiscal
2019
and fiscal
2018
include
$39 million
and
$31 million
, respectively, related to intangible amortization expense from the Brakes Acquisition.
|
(3)
|
Fiscal
2019
and fiscal
2018
include various transformation initiative costs, primarily consisting of changes to our business technology strategy, including
$17 million
of accelerated depreciation on software that is being replaced, and severance charges related to restructuring.
|
(4)
|
Fiscal
2019
and fiscal
2018
include
$1 million
and
$10 million
, respectively, related to integration costs from the Brakes Acquisition.
|
Form of calculation:
|
Net earnings (GAAP)
|
Impact of Certain Items on net earnings
|
Adjusted net earnings (Non-GAAP)
|
|
Invested Capital (GAAP)
|
Adjustments to invested capital
|
Adjusted Invested capital (Non-GAAP)
|
|
Return on invested capital (GAAP)
|
Return on invested capital (Non-GAAP)
|
|
Year Ended
|
|
|
|
26-Week Period Ended
|
|
|
|
|
||||||||||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
Cumulative 4-Quarter Growth
|
|
December 29, 2018
|
|
December 30, 2017
|
|
Cumulative 2-Quarter Growth
|
|
Cumulative 6-Quarter Growth
|
||||||||||||||
Sales
|
$
|
58,727,324
|
|
|
$
|
55,371,139
|
|
|
$
|
3,356,185
|
|
|
$
|
29,980,986
|
|
|
$
|
29,061,914
|
|
|
$
|
919,072
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gross profit
|
$
|
11,085,391
|
|
|
$
|
10,557,507
|
|
|
$
|
527,884
|
|
|
$
|
5,675,497
|
|
|
$
|
5,493,054
|
|
|
$
|
182,443
|
|
|
|
||
Gross margin
|
18.88
|
%
|
|
19.07
|
%
|
|
(0.19
|
)%
|
|
18.93
|
%
|
|
18.90
|
%
|
|
0.03
|
%
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating expenses (GAAP)
|
$
|
8,771,335
|
|
|
$
|
8,502,891
|
|
|
$
|
268,444
|
|
|
$
|
4,595,462
|
|
|
$
|
4,345,137
|
|
|
$
|
250,325
|
|
|
|
||
MEPP Charge
|
(1,700
|
)
|
|
(35,600
|
)
|
|
33,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||
Impact of restructuring and transformational project costs
(1)
|
(109,524
|
)
|
|
(161,011
|
)
|
|
51,487
|
|
|
(175,339
|
)
|
|
(40,430
|
)
|
|
(134,909
|
)
|
|
|
||||||||
Impact of acquisition-related costs
(2)
|
(108,136
|
)
|
|
(102,049
|
)
|
|
(6,087
|
)
|
|
(39,645
|
)
|
|
(45,545
|
)
|
|
5,900
|
|
|
|
||||||||
Operating expenses adjusted for Certain Items (Non-GAAP)
|
$
|
8,551,975
|
|
|
$
|
8,204,231
|
|
|
$
|
347,744
|
|
|
$
|
4,380,478
|
|
|
$
|
4,259,162
|
|
|
$
|
121,316
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income (GAAP)
|
$
|
2,314,056
|
|
|
$
|
2,054,616
|
|
|
$
|
259,440
|
|
|
$
|
1,080,035
|
|
|
$
|
1,147,917
|
|
|
$
|
(67,882
|
)
|
|
$
|
191,558
|
|
MEPP Charge
|
1,700
|
|
|
35,600
|
|
|
(33,900
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,900
|
)
|
|||||||
Impact of restructuring and transformational project costs
(1)
|
109,524
|
|
|
161,011
|
|
|
(51,487
|
)
|
|
175,339
|
|
|
40,430
|
|
|
134,909
|
|
|
83,422
|
|
|||||||
Impact of acquisition-related costs
(2)
|
108,136
|
|
|
102,049
|
|
|
6,087
|
|
|
39,645
|
|
|
45,545
|
|
|
(5,900
|
)
|
|
187
|
|
|||||||
Operating income adjusted for Certain Items (Non-GAAP)
|
$
|
2,533,416
|
|
|
$
|
2,353,276
|
|
|
$
|
180,140
|
|
|
$
|
1,295,019
|
|
|
$
|
1,233,892
|
|
|
$
|
61,127
|
|
|
$
|
241,267
|
|
(1)
|
Fiscal
2019
includes
$79 million
related to various transformation initiative costs, of which
$17 million
pertains to accelerated depreciation related to software that is being replaced, and
$96 million
related to severance, restructuring and facility closure charges, of which
$56 million
relates to our France restructuring. Fiscal
2018
includes
$29 million
related to business technology costs and professional fees on three-year financial objectives and
$11 million
related to restructuring charges.
|
(2)
|
Fiscal
2019
and fiscal
2018
include
$39 million
and
$31 million
, respectively, related to intangible amortization expense from the Brakes Acquisition, which is included in the results of Brakes, and
$1 million
and
$10 million
, respectively, in integration costs.
|
•
|
Cash flows from operations were
$917.8 million
in fiscal
2019
, compared to
$933.2 million
in fiscal
2018
;
|
•
|
Net capital expenditures totaled
$216.9 million
in fiscal
2019
, compared to
$254.7 million
in fiscal
2018
;
|
•
|
Free cash flow was
$700.9 million
in fiscal
2019
, compared to free cash flow of
$678.5 million
in fiscal
2018
(see below under the heading “Free Cash Flow” for an explanation of this non-GAAP financial measure);
|
•
|
There were
$109.9 million
of commercial paper issuances or net bank borrowings in fiscal
2019
, compared to
$630.3 million
of commercial paper issuances and net bank borrowings in fiscal
2018
;
|
•
|
Dividends paid were
$379.2 million
in fiscal
2019
, compared to
$346.9 million
in fiscal
2018
; and
|
•
|
Cash paid for treasury stock repurchases was
$739.2 million
in fiscal
2019
, compared to
$750.5 million
in fiscal
2018
.
|
•
|
We issued CDN
$500.0 million
in new senior notes in the first
26
weeks of fiscal
2019
within a Canadian subsidiary.
|
•
|
working capital requirements;
|
•
|
investments in facilities, systems, fleet, other equipment and technology;
|
•
|
cash dividends;
|
•
|
acquisitions compatible with our overall growth strategy;
|
•
|
contributions to our various retirement plans; and
|
•
|
debt repayments and share repurchases.
|
•
|
our cash flows from operations;
|
•
|
the availability of additional capital under our existing commercial paper programs, supported by our revolving credit facility and bank line of credit; and
|
•
|
our ability to access capital from financial markets, including issuances of debt securities, either privately or under our shelf registration statement filed with the Securities and Exchange Commission (SEC).
|
|
26-Week Period Ended Dec. 29, 2018
|
|
26-Week Period Ended Dec. 30, 2017
|
||||
|
(In thousands)
|
||||||
Net cash provided by operating activities (GAAP)
|
$
|
917,790
|
|
|
$
|
933,204
|
|
Additions to plant and equipment
|
(223,825
|
)
|
|
(258,577
|
)
|
||
Proceeds from sales of plant and equipment
|
6,901
|
|
|
3,878
|
|
||
Free Cash Flow (Non-GAAP)
|
$
|
700,866
|
|
|
$
|
678,505
|
|
•
|
$271.5 million
outstanding from our commercial paper program; and
|
•
|
No
amounts outstanding from the credit facility supporting the company’s U.S. commercial paper program.
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
More Than
|
||||||||||
|
Total
|
|
< 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
5 Years
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Recorded Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
One-time transition tax liability
|
$
|
37,842
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,842
|
|
•
|
our ability to increase profitability for SYGMA;
|
•
|
our expectations regarding improved operating income performance in the second half of fiscal 2019;
|
•
|
our expectations regarding multiple transformation initiatives, including (i) the Finance Transformation Roadmap and our expectation that we will receive financial benefits from this initiative, (ii) Smart Spending and our expectation that this initiative will provide unprecedented visibility, ownership and performance management in all areas of our business, (iii) Canadian Regionalization and our expectation that this initiative will contribute to increased cost savings and (iv) Administrative Expenses and our expectation that this initiative will drive costs out of the business to drive growth, and our expectation that we will receive financial benefits from these initiatives in the second half of fiscal 2019;
|
•
|
our expectations regarding our ability to effectively centralize and standardize our business, including leveraging technology and strengthening Sysco overall;
|
•
|
our expectations that our four strategic priorities, which include the customer experience, delivering operational excellence, optimizing the business and activating the power of our people, will accelerate our current growth and guide us into the future;
|
•
|
projections of future performance under our three-year strategic financial plan, including, but not limited to, our expectation that we will reach $650 to $700 million of adjusted operating income growth as compared to fiscal 2017, our goal of growing earnings per share faster than operating income, achieving 16% in adjusted return on invested capital improvement for existing businesses, and our goals of sales growth of 4% to 4.5%, adjusted operating growth of 9% and adjusted diluted earnings per share results in the range of $3.85 to $3.95 in fiscal 2020;
|
•
|
our expectation regarding the acceleration of locally managed customer case growth and driving leverage between gross profit and adjusted expense growth;
|
•
|
our expectations regarding the accelerated investments we are making related to our long-term strategic growth plans in Europe, and our expectations that such investments will enrich the customer experience and position us well in the European market;
|
•
|
the impact of seasonal trends on our free cash flow;
|
•
|
our expectations regarding the use of remaining cash generated from operations;
|
•
|
our expectations regarding the impact of potential acquisitions and sales of assets on our liquidity, borrowing capacity, leverage ratios and capital availability;
|
•
|
our expectations regarding the calculation of adjusted return on invested capital, adjusted operating income, adjusted net earnings and adjusted diluted earnings per share;
|
•
|
our expectations regarding the impact of future Certain Items on our projected future non-GAAP and GAAP results;
|
•
|
the sufficiency of our mechanisms for managing working capital and competitive pressures, and our beliefs regarding the impact of these mechanisms;
|
•
|
our ability to meet future cash requirements, including the ability to access financial markets effectively, including issuances of debt securities, and maintain sufficient liquidity;
|
•
|
our ability to effectively access the commercial paper market and long-term capital markets;
|
•
|
our intention to repay our long-term debt with cash on hand, cash flow from operations, issuances of commercial paper, issuances of senior notes, or a combination thereof; and
|
•
|
our expectations regarding share repurchases.
|
•
|
the risk that if sales from our locally managed customers do not grow at the same rate as sales from regional and national customers, or if we are unable to continue to accelerate local case growth, our gross margins may decline;
|
•
|
the risk that we are unlikely to be able to predict inflation over the long term, and lower inflation is likely to produce lower gross profit;
|
•
|
periods of significant or prolonged inflation or deflation and their impact on our product costs and profitability generally;
|
•
|
the risk that our efforts to modify truck routing, including our small truck initiative, in order to reduce outbound transportation costs may be unsuccessful;
|
•
|
the risk that we may not be able to accelerate and/or identify additional administrative cost savings in order to compensate for any gross profit or supply chain cost leverage challenges;
|
•
|
risks related to unfavorable conditions in North America and Europe and the impact on our results of operations and financial condition;
|
•
|
the risks related to our efforts to meet our long-term strategic objectives, including the risk that these efforts may not provide the expected benefits in our anticipated time frame, if at all, and may prove costlier than expected; the risk that the actual costs of any initiatives may be greater or less than currently expected; and the risk of adverse effects to us if past and future undertakings and the associated changes to our business do not prove to be cost effective or do not result in the level of cost savings and other benefits that we anticipated;
|
•
|
the impact of unexpected future changes to our business initiatives based on management’s subjective evaluation of our overall business needs;
|
•
|
the risk that the actual costs of any business initiatives may be greater or less than currently expected;
|
•
|
the risk that competition in our industry and the impact of GPOs may adversely impact our margins and our ability to retain customers and make it difficult for us to maintain our market share, growth rate and profitability;
|
•
|
the risk that our relationships with long-term customers may be materially diminished or terminated;
|
•
|
the risk that changes in consumer eating habits could materially and adversely affect our business, financial condition, or results of operations;
|
•
|
the risk that changes in applicable tax laws or regulations and the resolution of tax disputes could negatively affect our financial results;
|
•
|
the risk that we may not be able to fully compensate for increases in fuel costs, and forward purchase commitments intended to contain fuel costs could result in above market fuel costs;
|
•
|
the risk of interruption of supplies and increase in product costs as a result of conditions beyond our control;
|
•
|
the potential impact on our reputation and earnings of adverse publicity or lack of confidence in our products;
|
•
|
risks related to unfavorable changes to the mix of locally managed customers versus corporate-managed customers;
|
•
|
the risk that we may not realize anticipated benefits from our operating cost reduction efforts;
|
•
|
difficulties in successfully expanding into international markets and complimentary lines of business;
|
•
|
the potential impact of product liability claims;
|
•
|
the risk that we fail to comply with requirements imposed by applicable law or government regulations;
|
•
|
risks related to our ability to effectively finance and integrate acquired businesses;
|
•
|
risks related to our access to borrowed funds in order to grow and any default by us under our indebtedness that could have a material adverse impact on cash flow and liquidity;
|
•
|
our level of indebtedness and the terms of our indebtedness could adversely affect our business and liquidity position;
|
•
|
the risk that the implementation of various initiatives, the timing and successful completion of acquisitions, construction schedules and the possibility that other cash requirements could result in delays or cancellations of capital spending;
|
•
|
the risk that the U.K.’s anticipated exit from the European Union, commonly referred to as Brexit, may adversely impact our operations in the U.K., including those of the Brakes Group;
|
•
|
the risk that future labor disruptions or disputes could disrupt the integration of Brake France and Davigel into Sysco France and our operations in France and the European Union generally;
|
•
|
the risk that factors beyond management’s control, including fluctuations in the stock market, as well as management’s future subjective evaluation of the company’s needs, would impact the timing of share repurchases;
|
•
|
due to our reliance on technology, any technology disruption or delay in implementing new technology could have a material negative impact on our business;
|
•
|
the risk that a cybersecurity incident and other technology disruptions could negatively impact our business and our relationships with customers;
|
•
|
the potential requirement to pay material amounts under our multiemployer defined benefit pension plans;
|
•
|
our funding requirements for our company-sponsored qualified pension plan may increase should financial markets experience future declines;
|
•
|
labor issues, including the renegotiation of union contracts and shortage of qualified labor;
|
•
|
capital expenditures may vary based on changes in business plans and other factors, including risks related to the implementation of various initiatives, the timing and successful completion of acquisitions, construction schedules and the possibility that other cash requirements could result in delays or cancellations of capital spending; and
|
•
|
the risk that the anti-takeover benefits provided by our preferred stock may not be viewed as beneficial to stockholders.
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
||||||||||||
Period
|
(a) Total Number of Shares Purchased
(1)
|
|
(b) Average Price Paid per Share
|
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||||
Month #1
|
|
|
|
|
|
|
|
|||||
September 30 – October 27
|
1,569,826
|
|
|
$
|
71.35
|
|
|
1,568,432
|
|
|
—
|
|
Month #2
|
|
|
|
|
|
|
|
|||||
October 28 – November 24
|
2,359,138
|
|
|
67.48
|
|
|
2,357,634
|
|
|
—
|
|
|
Month #3
|
|
|
|
|
|
|
|
|||||
November 25 – December 29
|
4,074,114
|
|
|
64.84
|
|
|
4,064,574
|
|
|
—
|
|
|
Totals
|
8,003,078
|
|
|
$
|
66.90
|
|
|
7,990,640
|
|
|
—
|
|
(1)
|
The total number of shares purchased includes
1,394
,
1,504
and
9,540
shares tendered by individuals in connection with stock option exercises in
Month #1
,
Month #2
and
Month #3
, respectively.
|
|
|
Sysco Corporation
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date: February 4, 2019
|
By:
|
/s/ THOMAS L. BENÉ
|
|
|
Thomas L. Bené
|
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
|
|
Date: February 4, 2019
|
By:
|
/s/ JOEL T. GRADE
|
|
|
Joel T. Grade
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
|
|
|
Date: February 4, 2019
|
By:
|
/s/ ANITA A. ZIELINSKI
|
|
|
Anita A. Zielinski
|
|
|
Senior Vice President and
|
|
|
Chief Accounting Officer
|
3.1
|
—
|
|
|
|
|
3.2
|
—
|
|
|
|
|
3.3
|
—
|
|
|
|
|
3.4
|
—
|
|
|
|
|
10.1†
|
—
|
|
|
|
|
10.2#†
|
—
|
|
|
|
|
10.3#†
|
—
|
|
|
|
|
31.1#
|
—
|
|
|
|
|
31.2#
|
—
|
|
|
|
|
32.1#
|
—
|
|
|
|
|
32.2#
|
—
|
|
|
|
|
101.1#
|
—
|
The following financial information from Sysco Corporation’s Quarterly Report on Form 10-Q for the quarter ended December 29, 2018 filed with the SEC on February 4, 2019, formatted in XBRL includes: (i) Consolidated Balance Sheets as of December 29, 2018, June 30, 2018 and December 30, 2017, (ii) Consolidated Results of Operations for the thirteen and twenty six week periods ended December 29, 2018 and December 30, 2017, (iii) Consolidated Statements of Comprehensive Income for the thirteen and twenty six week periods ended December 29, 2018 and December 30, 2017, (iv) Consolidated Cash Flows for the twenty six week periods ended December 29, 2018 and December 30, 2017, and (v) the Notes to Consolidated Financial Statements.
|
1.
|
GRANT OF RESTRICTED SHARES; VESTING
|
(i)
|
One-hundred percent (100%) of the Restricted Stock Award shall vest on the first anniversary of the Date of Grant.
|
(ii)
|
Any unvested portion of a Restricted Stock Award shall vest upon the occurrence of a Change in Control. For purposes of this Agreement, “Change in Control” means that a person or persons who are acting together for the purpose of acquiring an equity interest in Sysco acquire beneficial ownership (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 20% or more of the outstanding Common Stock.
|
2.
|
RESTRICTION ON TRANSFER
.
|
3.
|
FORM; REMOVAL OF RESTRICTIONS
.
|
4.
|
CERTAIN RIGHTS OF DIRECTOR
.
|
5.
|
CESSATION OF SERVICE
.
|
6.
|
ADJUSTMENT TO AWARD IN CERTAIN EVENTS.
|
7.
|
WITHHOLDING.
|
8.
|
NO COMPROMISE WITH REGULATORY AUTHORITY
.
|
9.
|
PLAN CONTROLS
.
|
10.
|
END OF RESTRICTIONS.
|
1.
|
GRANT OF RESTRICTED SHARES; CONVERSION TO SHARE UNITS; VESTING
|
(i)
|
One-hundred percent (100%) of the Share Units received in exchange for the Exchanged Shares shall vest on the first anniversary of the Date of Grant.
|
(ii)
|
Any unvested portion of the Share Units received in exchange for the Exchanged Shares shall vest upon the occurrence of a Change in Control. For purposes of this Agreement, “Change in Control” means that a person or persons who are acting together for the purpose of acquiring an equity interest in Sysco acquire beneficial ownership (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 20% or more of the outstanding Common Stock.
|
2.
|
CESSATION OF SERVICE
.
|
3.
|
DATA PRIVACY
.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
The company’s Quarterly Report on Form 10-Q for the fiscal quarter ended
December 29, 2018
(“Quarterly Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
2.
|
All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.
|
1.
|
The company’s Quarterly Report on Form 10-Q for the fiscal quarter ended
December 29, 2018
(“Quarterly Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
2.
|
All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.
|