SYSCO CORP (Form: 10-Q, Received: 02/03/2021 06:02:54)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

Form 10-Q


(Mark One)
☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 26, 2020


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-6544

________________

Sysco Corporation

(Exact name of registrant as specified in its charter)


Delaware						74-1648137
(State or other jurisdiction of incorporation or organization)						(IRS employer identification number)

1390 Enclave Parkway, Houston, Texas 77077-2099

(Address of principal executive offices and zip code)

Registrant’s Telephone Number, Including Area Code:

(281) 584-1390

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $1.00 Par Value

SYY

New York Stock Exchange

1.25% Notes due June 2023

SYY 23

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☑	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company	☐
(Do not check if a smaller reporting company)		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

510,411,966 shares of common stock were outstanding as of January 15, 2021.

TABLE OF CONTENTS



	PART I – FINANCIAL INFORMATION	Page No.
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	56
Item 4.	Controls and Procedures	56
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	57
Item 1A.	Risk Factors	57
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 3.	Defaults Upon Senior Securities	59
Item 4.	Mine Safety Disclosures	59
Item 5.	Other Information	60
Item 6.	Exhibits	60

Signatures		62

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED BALANCE SHEETS

(In thousands, except for share data)


	Dec. 26, 2020		Jun. 27, 2020
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	5,767,034	$	6,059,427
Accounts receivable, less allowances of $254,347 and $334,810	2,855,424		2,893,551
Inventories	3,100,478		3,095,085

Prepaid expenses and other current assets	223,872		192,163

Income tax receivable	44,621		108,006
Total current assets	11,991,429		12,348,232
Plant and equipment at cost, less accumulated depreciation	4,382,737		4,458,567
Other long-term assets
Goodwill	3,929,636		3,732,469
Intangibles, less amortization	798,649		780,172

Deferred income taxes	280,511		194,115
Operating lease right-of-use assets, net	635,664		603,616
Other assets	471,225		511,095
Total other long-term assets	6,115,685		5,821,467
Total assets	$	22,489,851	$	22,628,266

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Notes payable	$	8,754	$	2,266
Accounts payable	3,554,624		3,447,065
Accrued expenses	1,679,429		1,616,289
Accrued income taxes	—		2,938
Current operating lease liabilities	107,633		107,167
Current maturities of long-term debt	1,366,103		1,542,128
Total current liabilities	6,716,543		6,717,853
Long-term liabilities
Long-term debt	12,463,284		12,902,485
Deferred income taxes	47,780		86,601
Long-term operating lease liabilities	563,548		523,496
Other long-term liabilities	1,235,939		1,204,953
Total long-term liabilities	14,310,551		14,717,535

Noncontrolling interest	35,958		34,265
Shareholders’ equity
Preferred stock, par value $1 per share Authorized 1,500,000 shares, issued none	—		—
Common stock, par value $1 per share Authorized 2,000,000,000 shares, issued 765,174,900 shares	765,175		765,175
Paid-in capital	1,565,255		1,506,901
Retained earnings	10,383,493		10,563,008
Accumulated other comprehensive loss	(1,388,169)		(1,710,881)
Treasury stock at cost, 255,176,469 and 256,915,825 shares	(9,898,955)		(9,965,590)
Total shareholders’ equity	1,426,799		1,158,613
Total liabilities and shareholders’ equity	$	22,489,851	$	22,628,266

Note: The June 27, 2020 balance sheet has been derived from the audited financial statements at that date.

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED RESULTS OF OPERATIONS (Unaudited)

(In thousands, except for share and per share data)


	13-Week Period Ended				26-Week Period Ended
	Dec. 26, 2020		Dec. 28, 2019		Dec. 26, 2020		Dec. 28, 2019
Sales	$	11,558,982	$	15,025,042	$	23,336,361	$	30,328,047
Cost of sales	9,460,524		12,196,643		19,018,058		24,556,278
Gross profit	2,098,458		2,828,399		4,318,303		5,771,769
Operating expenses	1,886,396		2,275,906		3,686,662		4,550,958
Operating income	212,062		552,493		631,641		1,220,811
Interest expense	146,498		76,762		293,215		160,097
Other (income) expense, net	(15,556)		(807)		(1,432)		2,305
Earnings before income taxes	81,120		476,538		339,858		1,058,409
Income taxes	13,831		93,128		55,669		221,218
Net earnings	$	67,289	$	383,410	$	284,189	$	837,191

Net earnings:
Basic earnings per share	$	0.13	$	0.75	$	0.56	$	1.64
Diluted earnings per share	0.13		0.74		0.56		1.62

Average shares outstanding	510,006,754		509,984,743		509,567,080		511,721,290
Diluted shares outstanding	512,742,792		515,517,792		511,740,778		517,120,395

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(In thousands)


	13-Week Period Ended				26-Week Period Ended
	Dec. 26, 2020		Dec. 28, 2019		Dec. 26, 2020		Dec. 28, 2019
Net earnings	$	67,289	$	383,410	$	284,189	$	837,191
Other comprehensive income:
Foreign currency translation adjustment	222,507		154,955		335,647		28,796
Items presented net of tax:
Amortization of cash flow hedges	2,155		2,155		4,310		4,310
Change in net investment hedges	(20,666)		(41,479)		(31,927)		(11,479)
Change in cash flow hedges	12,335		(14,797)		(632)		(5,538)



Amortization of prior service cost	137		1,428		274		2,856
Amortization of actuarial loss	7,793		7,225		15,558		13,908


Change in marketable securities	(44)		(386)		(518)		547
Total other comprehensive income	224,217		109,101		322,712		33,400
Comprehensive income	$	291,506	$	492,511	$	606,901	$	870,591

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY

(In thousands, except for share data)

Quarter to Date


								Accumulated Other Comprehensive Loss
	Common Stock			Paid-in Capital		Retained Earnings				Treasury Stock
	Shares	Amount								Shares	Amounts		Totals
Balance as of September 26, 2020	765,174,900	$	765,175	$	1,534,281	$	10,546,598	$	(1,612,386)	256,075,772	$	(9,933,657)	$	1,300,011
Net earnings						67,289							67,289



Foreign currency translation adjustment								222,507					222,507
Amortization of cash flow hedges, net of tax								2,155					2,155
Change in cash flow hedges, net of tax								12,335					12,335
Change in net investment hedges, net of tax								(20,666)					(20,666)

Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax								7,930					7,930
Change in marketable securities, net of tax								(44)					(44)

Dividends declared ($0.45 per common share)						(230,394)							(230,394)


Share-based compensation awards				30,974						(899,303)	34,702		65,676
Balance as of December 26, 2020	765,174,900	$	765,175	$	1,565,255	$	10,383,493	$	(1,388,169)	255,176,469	$	(9,898,955)	$	1,426,799

								Accumulated Other Comprehensive Loss
	Common Stock			Paid-in Capital		Retained Earnings				Treasury Stock
	Shares	Amount								Shares	Amounts		Totals
Balance as of September 28, 2019	765,174,900	$	765,175	$	1,490,661	$	11,486,833	$	(1,675,430)	254,310,626	$	(9,612,491)	$	2,454,748
Net earnings						383,410							383,410
Foreign currency translation adjustment								154,955					154,955
Amortization of cash flow hedges, net of tax								2,155					2,155
Change in cash flow hedges, net of tax								(14,797)					(14,797)
Change in net investment hedges, net of tax								(41,479)					(41,479)
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax								8,653					8,653
Change in marketable securities, net of tax								(386)					(386)

Dividends declared ($0.45 per common share)						(230,516)							(230,516)
Treasury stock purchases										3,501,930	(281,081)		(281,081)

Share-based compensation awards				35,471						(1,480,168)	56,393		91,864
Balance as of December 28, 2019	765,174,900	$	765,175	$	1,526,132	$	11,639,727	$	(1,566,329)	256,332,388	$	(9,837,179)	$	2,527,526

Year to Date


								Accumulated Other Comprehensive Loss
	Common Stock			Paid-in Capital		Retained Earnings				Treasury Stock
	Shares	Amount								Shares	Amounts		Totals
Balance as of June 27, 2020	765,174,900	$	765,175	$	1,506,901	$	10,563,008	$	(1,710,881)	256,915,825	$	(9,965,590)	$	1,158,613
Net earnings						284,189							284,189


Foreign currency translation adjustment								335,647					335,647
Amortization of cash flow hedges, net of tax								4,310					4,310
Change in cash flow hedges, net of tax								(632)					(632)
Change in net investment hedges, net of tax								(31,927)					(31,927)
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax								15,832					15,832

Change in marketable securities, net of tax								(518)					(518)
Adoption of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), net of tax						(2,068)							(2,068)
Dividends declared ($0.90 per common share)						(461,636)							(461,636)


Share-based compensation awards				58,354						(1,739,356)	66,635		124,989
Balance as of December 26, 2020	765,174,900	$	765,175	$	1,565,255	$	10,383,493	$	(1,388,169)	255,176,469	$	(9,898,955)	$	1,426,799

								Accumulated Other Comprehensive Loss
	Common Stock			Paid-in Capital		Retained Earnings				Treasury Stock
	Shares	Amount								Shares	Amounts		Totals
Balance as of June 29, 2019	765,174,900	$	765,175	$	1,457,419	$	11,229,679	$	(1,599,729)	252,297,926	$	(9,349,941)	$	2,502,603
Net earnings						837,191							837,191
Foreign currency translation adjustment								28,796					28,796
Amortization of cash flow hedges, net of tax								4,310					4,310
Change in cash flow hedges, net of tax								(5,538)					(5,538)
Change in net investment hedge, net of tax								(11,479)					(11,479)
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax								16,764					16,764
Change in marketable securities, net of tax								547					547
Adoption of ASU 2016-02, Leases (Topic 842), net of tax						1,978							1,978
Dividends declared ($0.84 per common share)						(429,121)							(429,121)
Treasury stock purchases										8,089,327	(628,948)		(628,948)

Share-based compensation awards				68,713						(4,054,865)	141,710		210,423
Balance as of December 28, 2019	765,174,900	$	765,175	$	1,526,132	$	11,639,727	$	(1,566,329)	256,332,388	$	(9,837,179)	$	2,527,526

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED CASH FLOWS (Unaudited)

(In thousands)


	26-Week Period Ended
	Dec. 26, 2020		Dec. 28, 2019
Cash flows from operating activities:
Net earnings	$	284,189	$	837,191
Adjustments to reconcile net earnings to cash provided by operating activities:
Share-based compensation expense	47,122		46,644
Depreciation and amortization	365,332		372,416
Operating lease asset amortization	55,231		53,444
Amortization of debt issuance and other debt-related costs	12,946		9,889


Deferred income taxes	(107,821)		(75,898)
Provision for losses on receivables	(94,242)		38,418
Loss on sale of business	12,043		—
Other non-cash items	(9,312)		3,239
Additional changes in certain assets and liabilities, net of effect of businesses acquired:
Decrease (increase) in receivables	192,121		(161,158)
Decrease (increase) in inventories	37,345		(279,403)
Increase in prepaid expenses and other current assets	(22,519)		(38,503)
Increase (decrease) in accounts payable	84,708		(191,280)
Increase (decrease) in accrued expenses	20,108		(49,866)
Decrease in operating lease liabilities	(63,496)		(62,101)
Increase in accrued income taxes	63,385		182,557
Decrease in other assets	20,576		13,023
Increase in other long-term liabilities	38,962		55,857

Net cash provided by operating activities	936,678		754,469
Cash flows from investing activities:
Additions to plant and equipment	(163,944)		(393,379)
Proceeds from sales of plant and equipment	15,510		10,293
Acquisition of businesses, net of cash acquired	—		(142,783)
Purchase of marketable securities	(36,121)		(11,424)
Proceeds from sales of marketable securities	20,797		9,038
Other investing activities	—		565

Net cash used for investing activities	(163,758)		(527,690)
Cash flows from financing activities:
Bank and commercial paper borrowings, net	6,463		721,415
Other debt borrowings	4,094		18,966
Other debt repayments	(773,663)		(23,234)






Proceeds from stock option exercises	66,635		141,709

Stock repurchases	—		(630,395)
Dividends paid	(458,717)		(399,093)

Other financing activities	(873)		(22,461)
Net cash used for financing activities	(1,156,061)		(193,093)
Effect of exchange rates on cash, cash equivalents and restricted cash	77,056		5,565
Net (decrease) increase in cash, cash equivalents and restricted cash	(306,085)		39,251
Cash, cash equivalents and restricted cash at beginning of period	6,095,570		532,245
Cash, cash equivalents and restricted cash at end of period	$	5,789,485	$	571,496
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	290,926	$	162,720
Income taxes	110,453		122,049

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Sysco,” or “the company” as used in this Form 10-Q refer to Sysco Corporation together with its consolidated subsidiaries and divisions.

1. BASIS OF PRESENTATION

The consolidated financial statements have been prepared by the company, without audit. The financial statements include consolidated balance sheets, consolidated results of operations, consolidated statements of comprehensive income, changes in consolidated shareholders’ equity and consolidated cash flows. In the opinion of management, all adjustments, which consist of normal recurring adjustments, except as otherwise disclosed, necessary to present fairly the financial position, results of operations, comprehensive income, cash flows and changes in shareholders’ equity for all periods presented have been made.

These financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 27, 2020. Sysco’s fiscal year ends on the Saturday nearest to June 30th. This results in a 53-week year ending July 3, 2021 for fiscal 2021. Certain footnote disclosures included in annual financial statements prepared in accordance with generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to applicable rules and regulations for interim financial statements.

Supplemental Cash Flow Information

The following table sets forth the company’s reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the amounts shown in the consolidated statement of cash flows:


	Dec. 26, 2020		Dec. 28, 2019
	(In thousands)
Cash and cash equivalents	$	5,767,034	$	524,578
Restricted cash (1)	22,451		46,918
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows	$	5,789,485	$	571,496

(1)Restricted cash 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 each consolidated balance sheet.

2. CHANGES IN ACCOUNTING

Financial Instruments - Credit Losses

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduces a forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. Sysco adopted this ASU as of June 28, 2020, the first day of fiscal 2021, with no significant impact to the company’s financial statements.

Implementation Costs Incurred in a Cloud Computing Arrangement

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which aligns the accounting for implementation costs incurred in a cloud computing arrangement that is a service contract with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The guidance amends Accounting Standards Codification (ASC) 350 to include in its scope implementation costs of a cloud computing arrangement that is a service contract and clarifies that a customer should apply ASC 350 to determine which implementation costs should be capitalized in such a cloud computing arrangement. Sysco adopted this ASU on June 28, 2020 on a prospective basis with no effect on the company’s financial statements.

3. REVENUE

The company recognizes revenues when its performance obligations are satisfied in an amount that reflects the consideration Sysco expects to be entitled to receive in exchange for those goods and services. After completion of Sysco’s performance obligations, the company has an unconditional right to consideration as outlined in its contracts with customers. Sysco’s customer receivables will generally be collected in less than 30 days in accordance with the underlying payment terms. Customer receivables, which are included in accounts receivable, less allowances in the consolidated balance sheet, were $2.6 billion and $2.7 billion as of December 26, 2020 and June 27, 2020, respectively.

Sysco has certain customer contracts in which upfront monies are paid to its customers. These payments have become industry practice and are not related to financing of the customer’s business. They are not associated with any distinct good or service to be received from the customer and, therefore, are treated as a reduction of transaction prices. All upfront payments are capitalized in other assets and amortized over the life of the contract or the expected life of the relationship with the customer. As of December 26, 2020, Sysco’s contract assets were not significant. Sysco has no significant commissions paid that are directly attributable to obtaining a particular contract.

The following tables present our sales disaggregated by reportable segment and sales mix for the company’s principal product categories for the periods presented:


	13-Week Period Ended Dec. 26, 2020
	US Foodservice Operations		International Foodservice Operations		SYGMA		Other		Total
	(In thousands)
Principal Product Categories
Fresh and frozen meats	$	1,500,064	$	267,817	$	402,133	$	—	$	2,170,014
Canned and dry products	1,406,053		383,170		32,867		—		1,822,090
Frozen fruits, vegetables, bakery and other	1,070,227		394,706		275,422		—		1,740,355
Poultry	844,377		174,717		217,621		—		1,236,715
Dairy products	818,810		208,208		142,966		—		1,169,984
Paper and disposables	715,775		92,954		182,094		8,675		999,498
Fresh produce	696,879		145,565		66,528		—		908,972
Seafood	407,955		69,680		26,387		—		504,022
Beverage products	168,902		73,422		142,208		10,728		395,260



Other (1)	295,101		157,550		32,175		127,246		612,072
Total Sales	$	7,924,143	$	1,967,789	$	1,520,401	$	146,649	$	11,558,982

(1)Other sales relate to non-food products, including textiles and amenities for our hotel supply business, equipment, and other janitorial products, medical supplies and smallwares.


	13-Week Period Ended Dec. 28, 2019
	US Foodservice Operations		International Foodservice Operations		SYGMA		Other		Total
	(In thousands)
Principal Product Categories
Fresh and frozen meats	$	2,071,447	$	409,483	$	392,584	$	—	$	2,873,514
Canned and dry products	1,861,743		578,998		38,652		—		2,479,393
Frozen fruits, vegetables, bakery and other	1,459,470		572,991		266,540		—		2,299,001
Dairy products	1,139,820		299,830		142,967		—		1,582,617
Poultry	1,064,679		214,781		200,481		—		1,479,941
Fresh produce	952,857		256,183		59,318		—		1,268,358
Paper and disposables	689,890		90,778		166,313		15,290		962,271
Seafood	601,709		129,065		23,383		—		754,157
Beverage products	276,626		130,766		139,106		20,912		567,410



Other (1)	295,334		207,178		26,549		229,319		758,380
Total Sales	$	10,413,575	$	2,890,053	$	1,455,893	$	265,521	$	15,025,042

(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. 26, 2020
	US Foodservice Operations		International Foodservice Operations		SYGMA		Other		Total
	(In thousands)
Principal Product Categories
Fresh and frozen meats	$	2,997,869	$	581,989	$	831,053	$	—	$	4,410,911
Canned and dry products	2,812,198		774,747		62,440		—		3,649,385
Frozen fruits, vegetables, bakery and other	2,127,476		821,271		532,209		—		3,480,956
Poultry	1,679,256		353,743		434,255		—		2,467,254
Dairy products	1,655,075		441,164		289,995		—		2,386,234
Paper and disposables	1,396,600		183,663		361,268		20,313		1,961,844
Fresh produce	1,407,799		316,103		131,510		—		1,855,412
Seafood	890,652		158,247		51,483		—		1,100,382
Beverage products	348,919		150,888		290,799		21,938		812,544



Other (1)	529,832		349,667		59,537		272,403		1,211,439
Total Sales	$	15,845,676	$	4,131,482	$	3,044,549	$	314,654	$	23,336,361


	26-Week Period Ended Dec. 28, 2019
	US Foodservice Operations		International Foodservice Operations		SYGMA		Other		Total
	(In thousands)
Principal Product Categories
Fresh and frozen meats	$	4,146,747	$	821,638	$	773,962	$	—	$	5,742,347
Canned and dry products	3,760,632		1,165,622		75,842		—		5,002,096
Frozen fruits, vegetables, bakery and other	2,908,688		1,125,005		520,995		—		4,554,688
Dairy products	2,288,201		612,008		288,888		—		3,189,097
Poultry	2,154,785		433,381		404,749		—		2,992,915
Fresh produce	1,951,020		513,941		120,252		—		2,585,213
Paper and disposables	1,409,431		189,120		334,748		32,663		1,965,962
Seafood	1,287,119		278,656		48,238		—		1,614,013
Beverage products	567,412		263,618		282,785		45,240		1,159,055



Other (1)	598,173		399,452		52,428		472,608		1,522,661
Total Sales	$	21,072,208	$	5,802,441	$	2,902,887	$	550,511	$	30,328,047

Credit Risk

Sysco is potentially subject to group concentrations of credit risk with respect to accounts receivable, as large amounts of the company’s trade receivables are concentrated on customers within the food away from home industry across North America and Europe. The prolonged disruption of Sysco’s customers’ businesses due to the COVID-19 pandemic has created additional bad debt risk for the company. Many of Sysco’s customers, including those in the restaurant, hospitality and education segments, are operating at a substantially reduced volume due to governmental requirements for closures or other social-distancing measures, and a portion of Sysco’s customers are closed. Some of these customers have ceased paying their outstanding receivables, creating uncertainty as to their collectability.

Sysco determines the past due status of trade receivables based on contractual terms with each customer, evaluates the collectability of accounts receivable to determine an appropriate allowance for doubtful accounts. To calculate an allowance for doubtful accounts, the company estimates uncollectible amounts based on historical loss experience, including those experienced during times of local and regional disasters, current conditions and collection rates, and expectations regarding future losses. The COVID-19 pandemic is more widespread and longer in duration than historical events impacting Sysco’s business, and it is possible that actual uncollectible amounts will differ from historical results.

In the first 26 weeks of fiscal 2021, Sysco recognized a net $94.2 million benefit on its provision for losses on receivables. In the third and fourth quarters of fiscal 2020, the company experienced an increase in past due receivables and recognized additional bad debt charges on its trade receivables that were outstanding at the time the pandemic caused closures among our customers in mid-March 2020. These receivables were all created in fiscal 2020 and are referred to as pre-pandemic receivables. In the first 26 weeks of fiscal 2021, collections of the company’s pre-pandemic receivables have improved, and its reserve for doubtful accounts has been reduced accordingly, resulting in a $128.9 million benefit. Additional reserves of $34.7 million were recorded in the first 26 weeks of fiscal 2021 for receivables relating to periods beginning after the onset of the COVID-19 pandemic. Below is a summary of the activity in the allowance for credit losses for trade receivables for the first 26 weeks of fiscal 2021:


	26-Week Period Ended
	Dec. 26, 2020
	(In thousands)
Balance at beginning of period	$	334,810
Charged to costs and expenses	(94,242)
Customer accounts written off, net of recoveries	22,675
Other adjustments	(8,896)
Balance at end of period	$	254,347

4. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). The accounting guidance includes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows:

•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.

Sysco’s policy is to invest in only high-quality investments. Cash equivalents primarily include cash deposits, time deposits, certificates of deposit, commercial paper, high-quality money market funds and all highly liquid instruments with original maturities of three months or less.

The following is a description of the valuation methodologies used for assets and liabilities measured at fair value:

•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.

•Fixed income securities are valued using evaluated bid prices based on a compilation of observable market information or a broker quote in a non-active market. Inputs used vary by type of security, but include spreads, yields, rate benchmarks, rate of prepayment, cash flows, rating changes and collateral performance and type.

•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.

The fair value of the company’s marketable securities are all measured using inputs that are considered a Level 2 measurement, as they rely on quoted prices in markets that are not actively traded or observable inputs over the full term of the asset. The location and the fair value of the company’s marketable securities in the consolidated balance sheet are disclosed in Note 5, “Marketable Securities.” The fair value of the company’s derivative instruments are all measured using inputs that are considered a Level 2 measurement, as they are not actively traded and are valued using pricing models that use observable market quotations. The location and the fair value of derivative assets and liabilities designated as hedges in the consolidated balance sheet are disclosed in Note 6, “Derivative Financial Instruments.”

The following tables present the company’s assets measured at fair value on a recurring basis as of December 26, 2020 and June 27, 2020:


	Assets Measured at Fair Value as of Dec. 26, 2020
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash equivalents
Cash and cash equivalents	$	4,738,442	$	489,977	$	—	$	5,228,419

Other assets (1)	22,451		—		—		22,451







Total assets at fair value	$	4,760,893	$	489,977	$	—	$	5,250,870

(1)Represents restricted cash balance recorded within other assets in the consolidated balance sheet.


	Assets Measured at Fair Value as of Jun. 27, 2020
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash equivalents
Cash and cash equivalents	$	5,245,487	$	300,200	$	—	$	5,545,687



Other assets (1)	36,143		—		—		36,143

Total assets at fair value	$	5,281,630	$	300,200	$	—	$	5,581,830

(1)Represents restricted cash balance recorded within other assets in the consolidated balance sheet.

The carrying values of accounts receivable and accounts payable approximated their respective fair values due to their short-term maturities. The fair value of Sysco’s total debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the company for new debt with the same maturities as existing debt, and is considered a Level 2 measurement. The fair value of total debt was approximately $16.5 billion and $16.3 billion as of December 26, 2020 and June 27, 2020, respectively. The carrying value of total debt was $13.8 billion and $14.4 billion as of December 26, 2020 and June 27, 2020, respectively.

5. MARKETABLE SECURITIES

Sysco invests a portion of the assets held by its wholly owned captive insurance subsidiary in a restricted investment portfolio of marketable fixed income securities, which have been classified and accounted for as available-for-sale. The company includes fixed income securities maturing in less than twelve months within prepaid expenses and other current assets and includes fixed income securities maturing in more than twelve months within other assets in the accompanying

consolidated balance sheets. The company records the amounts at fair market value, which is determined using quoted market prices at the end of the reporting period.

ASC 326 requires Sysco to estimate lifetime expected credit losses for all available-for-sale debt securities in an unrealized loss position by assessing credit indicators, including credit ratings, for the applicable securities. If the assessment indicates that an expected credit loss exists, the company determines the portion of the unrealized loss attributable to credit deterioration and records an allowance for the expected credit loss through the consolidated results of operations. Unrealized gains and any portion of a security’s unrealized loss attributable to non-credit losses are recorded in accumulated other comprehensive loss. There were no significant credit losses recognized in the first 26 weeks of fiscal 2021. The following table presents the company’s available-for-sale marketable securities as of December 26, 2020 and June 27, 2020:


	Dec. 26, 2020
	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Short-Term Marketable Securities		Long-Term Marketable Securities
	(In thousands)
Fixed income securities:
Corporate bonds	$	89,476	$	3,664	$	(68)	$	93,072	$	17,777	$	75,295
Government bonds	33,194		4,733		—		37,927		—		37,927
Total marketable securities	$	122,670	$	8,397	$	(68)	$	130,999	$	17,777	$	113,222

	Jun. 27, 2020
	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Short-Term Marketable Securities		Long-Term Marketable Securities
	(In thousands)
Fixed income securities:
Corporate bonds	$	78,651	$	4,064	$	—	$	82,715	$	18,233	$	64,482
Government bonds	28,633		4,919		—		33,552		—		33,552
Total marketable securities	$	107,284	$	8,983	$	—	$	116,267	$	18,233	$	98,034

As of December 26, 2020, the balance of available-for-sale securities by contractual maturity is shown in the following table. Within the table, maturities of fixed income securities have been allocated based upon timing of estimated cash flows. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.


	Dec. 26, 2020
	(In thousands)
Due in one year or less	$	17,777
Due after one year through five years	60,399
Due after five years through ten years	52,823

Total	$	130,999

There were no significant realized gains or losses in marketable securities in the second quarter or the first 26 weeks of fiscal 2021.

6. DERIVATIVE FINANCIAL INSTRUMENTS

Sysco uses derivative financial instruments to enact hedging strategies for risk mitigation purposes; however, the company does not use derivative financial instruments for trading or speculative purposes. Hedging strategies are used to manage interest rate risk, foreign currency risk and fuel price risk.

Hedging of interest rate risk

Sysco manages its debt portfolio with interest rate swaps from time to time to achieve an overall desired position of fixed and floating rates. In the first quarter of fiscal 2021, Sysco settled some of its previously held interest rate swap contracts, which had a notional value of $750 million, due to the redemption of Sysco’s 2.60% senior notes.

Hedging of foreign currency risk

Sysco previously entered into cross-currency swap contracts to hedge the foreign currency transaction risk of certain intercompany loans. There were no credit-risk related contingent features associated with these swaps, which had been designated as cash flow hedges. In the first quarter of 2021, Sysco settled its cross-currency swaps, which had a notional value of £234 million. The company also uses euro-bond denominated debt to hedge the foreign currency exposure of our net investment in certain foreign operations. Additionally, Sysco’s operations in Europe have inventory purchases denominated in currencies other than their functional currency, such as the euro, U.S. dollar, Polish zloty and Danish krone. These inventory purchases give rise to foreign currency exposure between the functional currency of each entity and these currencies. The company enters into foreign currency forward swap contracts to sell the applicable entity’s functional currency and buy currencies matching the inventory purchase, which operate as cash flow hedges of the company’s foreign currency-denominated inventory purchases.

Hedging of fuel price risk

Sysco uses fuel commodity swap contracts to hedge against the risk of the change in the price of diesel on anticipated future purchases. These swaps have been designated as cash flow hedges.

None of the company’s hedging instruments contain credit-risk-related contingent features. Details of outstanding hedging instruments as of December 26, 2020 are presented below:

Maturity Date of the Hedging Instrument

Currency / Unit of Measure

Notional Value

(In millions)

Hedging of interest rate risk

July 2021

U.S. Dollar

500

June 2023

Euro

500

March 2025

U.S. Dollar

500

Hedging of foreign currency risk

Various (December 28, 2020 to January 2021)

Swedish Krona

June 2023

Euro

500

Hedging of fuel risk

Various (December 31, 2020 to December 2021)

Gallons

The location and the fair value of derivative instruments designated as hedges in the consolidated balance sheet as of December 26, 2020 and June 27, 2020 are as follows:


		Derivative Fair Value
	Balance Sheet location	Dec. 26, 2020		Jun. 27, 2020
		(In thousands)
Fair Value Hedges:
Interest rate swaps	Other current assets	$	2,678	$	1,388
Interest rate swaps	Other assets	58,053		69,782



Cash Flow Hedges:
Fuel swaps	Other current assets	$	3,428	$	233
Foreign currency forwards	Other current assets	34		1,063

Fuel swaps	Other assets	—		1,173
Cross currency swaps	Other assets	—		19,614
Fuel swaps	Other current liabilities	6,973		28,242
Foreign currency forwards	Other current liabilities	163		222

Gains or losses recognized in the consolidated results of operations for cash flow hedging relationships are not significant for each of the periods presented. The location and amount of gains or losses recognized in the consolidated results of operations for fair value hedging relationships for each of the periods, presented on a pretax basis, are as follows:


	13-Week Period Ended				26-Week Period Ended
	Dec. 26, 2020		Dec. 28, 2019		Dec. 26, 2020		Dec. 28, 2019
	(In thousands)
Total amounts of income and expense line items presented in the consolidated results of operations in which the effects of fair value hedges are recorded	$	146,498	$	76,762	$	293,215	$	160,097
Gain or (loss) on fair value hedging relationships:
Interest rate swaps:
Hedged items	$	(3,793)	$	(5,350)	$	(13,791)	$	(30,086)
Derivatives designated as hedging instruments	(296)		(9,248)		3,161		(391)

The losses on the fair value hedging relationships associated with the hedged items as disclosed in the table above are comprised of the following components for each of the periods presented:


	13-Week Period Ended				26-Week Period Ended
	Dec. 26, 2020		Dec. 28, 2019		Dec. 26, 2020		Dec. 28, 2019
	(In thousands)
Interest expense	$	(9,735)	$	(14,560)	$	(24,568)	$	(29,117)
Increase (decrease) in fair value of debt	(5,942)		(9,210)		(10,777)		969
Hedged items	$	(3,793)	$	(5,350)	$	(13,791)	$	(30,086)

The location and effect of cash flow and net investment hedge accounting on the consolidated statements of comprehensive income for the 13-week periods ended December 26, 2020 and December 28, 2019, presented on a pretax basis, are as follows:


	13-Week Period Ended Dec. 26, 2020
	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	$	16,939	Operating expense	$	(7,613)
Foreign currency contracts	(587)		Cost of sales / Other income	—

Total	$	16,352		$	(7,613)

Derivatives in net investment hedging relationships:

Foreign denominated debt	(27,554)		N/A	—
Total	$	(27,554)		$	—

	13-Week Period Ended Dec. 28, 2019
	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	$	10,345	Operating expense	$	(3,213)
Foreign currency contracts	(29,658)		Cost of sales / Other income	3,624

Total	$	(19,313)		$	411

Derivatives in net investment hedging relationships:
Foreign currency contracts	$	(34,639)	N/A	$	—
Foreign denominated debt	(11,650)		N/A	—
Total	$	(46,289)		$	—

The location and effect of cash flow and net investment hedge accounting on the consolidated statements of comprehensive income for the 26-week periods ended December 26, 2020 and December 28, 2019, presented on a pretax basis, are as follows:


	26-Week Period Ended Dec. 26, 2020
	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	$	19,830	Operating expense	$	(16,265)
Foreign currency contracts	(20,319)		Cost of sales / Other income	(2,692)

Total	$	(489)		$	(18,957)

Derivatives in net investment hedging relationships:
Foreign currency contracts	$	—	N/A	$	—
Foreign denominated debt	(47,953)		N/A	—
Total	$	(47,953)		$	—

	26-Week Period Ended Dec. 28, 2019
	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	$	10,689	Operating expense	$	(6,619)
Foreign currency contracts	(17,351)		Cost of sales / Other income	3,626

Total	$	(6,662)		$	(2,993)

Derivatives in net investment hedging relationships:
Foreign currency contracts	$	(13,787)	N/A	$	—
Foreign denominated debt	9,800		N/A	—
Total	$	(3,987)		$	—

The location and carrying amount of hedged liabilities in the consolidated balance sheet as of December 26, 2020 are as follows:


	Dec. 26, 2020
	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	$	(499,778)	$	(2,797)
Long-term debt	(1,064,694)		(58,053)

The location and carrying amount of hedged liabilities in the consolidated balance sheet as of June 27, 2020 are as follows:


	Jun. 27, 2020
	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	$	(749,924)	$	(1,388)
Long-term debt	(1,563,636)		(70,239)

7. DEBT

The company has a $2.0 billion long-term revolving credit facility that expires on June 28, 2024, subject to extension. As of December 26, 2020, there were $700.0 million in borrowings outstanding under this facility. Sysco has a U.S. commercial paper program allowing the company to issue short-term unsecured notes in an aggregate amount not to exceed $2.0 billion. As of December 26, 2020, there were no commercial paper issuances outstanding under this program. Any outstanding amounts are classified within long-term debt, as the program is supported by the long-term revolving credit facility. Sysco’s United Kingdom-based subsidiary, Brake Bros Limited, has a separate U.K. commercial paper program for the purpose of issuing short-term, unsecured Sterling-denominated notes in an aggregate amount not to exceed £600.0 million. As of December 26, 2020, there were £600.0 million in aggregate principal amount of notes outstanding under this commercial paper program. The notes under this commercial paper program will mature through May 7, 2021 and are classified within current maturities of long-term debt. During the first 26 weeks of fiscal 2021, aggregate outstanding commercial paper issuances, borrowings under our long-term revolving credit facility and short-term bank borrowings ranged from approximately $1.4 billion to approximately $1.5 billion.

In September 2020, Sysco redeemed all $750 million of its outstanding 2.60% senior notes prior to the October 2020 maturity utilizing a combination of cash flow from operations and net proceeds from senior note issuances in fiscal 2020.

8. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:


	13-Week Period Ended				26-Week Period Ended
	Dec. 26, 2020		Dec. 28, 2019		Dec. 26, 2020		Dec. 28, 2019
	(In thousands, except for share and per share data)				(In thousands, except for share and per share data)
Numerator:
Net earnings	$	67,289	$	383,410	$	284,189	$	837,191
Denominator:
Weighted-average basic shares outstanding	510,006,754		509,984,743		509,567,080		511,721,290
Dilutive effect of share-based awards	2,736,038		5,533,049		2,173,698		5,399,105
Weighted-average diluted shares outstanding	512,742,792		515,517,792		511,740,778		517,120,395
Basic earnings per share	$	0.13	$	0.75	$	0.56	$	1.64
Diluted earnings per share	$	0.13	$	0.74	$	0.56	$	1.62

The number of securities that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 6,287,000 and 2,947,000 for the second quarter of fiscal 2021 and fiscal 2020, respectively. The number of securities that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 6,199,000 and 3,134,000 for the first 26 weeks of fiscal 2021 and fiscal 2020, respectively.

9. OTHER COMPREHENSIVE INCOME

Comprehensive income is net earnings plus certain other items that are recorded directly to shareholders’ equity, such as foreign currency translation adjustment, changes in marketable securities, amounts related to certain hedging arrangements and amounts related to pension and other postretirement plans. Comprehensive income was $291.5 million and $492.5 million for the second quarter of fiscal 2021 and fiscal 2020, respectively. Comprehensive income was $606.9 million and $870.6 million for the first 26 weeks of fiscal 2021 and fiscal 2020, respectively.

A summary of the components of other comprehensive income (loss) and the related tax effects for each of the periods presented is as follows:


		13-Week Period Ended Dec. 26, 2020
	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	$	183	$	46	$	137
Amortization of actuarial loss, net	Other expense, net	10,387		2,594		7,793
Total reclassification adjustments		10,570		2,640		7,930
Foreign currency translation:

Foreign currency translation adjustment	N/A	222,507		—		222,507
Marketable securities:
Change in marketable securities (1)	N/A	(55)		(11)		(44)
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in cash flow hedge	Operating expenses (2)	16,352		4,017		12,335
Change in net investment hedge	N/A	(27,554)		(6,888)		(20,666)

Total other comprehensive income before reclassification adjustments		(11,202)		(2,871)		(8,331)
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	2,874		719		2,155

Total other comprehensive income		$	224,694	$	477	$	224,217

(1)Realized gains or losses on marketable securities are presented within other (income) expense, net in the consolidated results of operations; however, there were no significant gains or losses realized in the second quarter of fiscal 2021.

(2)Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.


		13-Week Period Ended Dec. 28, 2019
	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	$	1,905	$	477	$	1,428
Amortization of actuarial loss, net	Other expense, net	9,630		2,405		7,225

Total reclassification adjustments		11,535		2,882		8,653
Foreign currency translation:
Foreign currency translation adjustment	N/A	154,955		—		154,955
Marketable Securities:
Change in marketable securities (1)	N/A	(489)		(103)		(386)
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in cash flow hedges	Operating expenses (2)	(19,313)		(4,516)		(14,797)
Change in net investment hedges	N/A	(46,289)		(4,810)		(41,479)

Total other comprehensive income (loss) before reclassification adjustments		(65,602)		(9,326)		(56,276)
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	2,874		719		2,155
Total other comprehensive income (loss)		$	103,273	$	(5,828)	$	109,101

(2) Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.


		26-Week Period Ended Dec. 26, 2020
	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	$	366	$	92	$	274
Amortization of actuarial loss, net	Other expense, net	20,740		5,182		15,558
Total reclassification adjustments		21,106		5,274		15,832
Foreign currency translation:
Other comprehensive income (loss) before reclassification adjustments:
Foreign currency translation adjustment	N/A	335,647		—		335,647
Marketable securities:
Change in marketable securities (1)	N/A	(655)		(137)		(518)
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in cash flow hedges (3)	Operating expenses (2)	(489)		143		(632)
Change in net investment hedges (3)	N/A	(47,953)		(16,026)		(31,927)

Total other comprehensive income before reclassification adjustments		(48,442)		(15,883)		(32,559)
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	5,748		1,438		4,310

Total other comprehensive income (loss)		$	313,404	$	(9,308)	$	322,712

(1) Realized gains or losses on marketable securities are presented within other (income) expense, net in the consolidated results of operations; however, there were no significant gains or losses realized in the first 26 weeks of fiscal 2021.

(2) Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.

(3) Change in cash flow hedges includes the termination of some cash flow hedges, as described in Note 6, “Derivative Financial Instruments.”


		26-Week Period Ended Dec. 28, 2019
	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	$	3,810	$	954	$	2,856
Amortization of actuarial loss, net	Other expense, net	18,572		4,664		13,908

Total reclassification adjustments		22,382		5,618		16,764
Foreign currency translation:

Foreign currency translation adjustment	N/A	28,796		—		28,796
Marketable Securities:
Change in marketable securities (1)	N/A	692		145		547
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in cash flow hedges	Operating expenses (2)	(6,662)		(1,124)		(5,538)
Change in net investment hedges	N/A	(3,987)		7,492		(11,479)

Total other comprehensive income (loss) before reclassification adjustments		(10,649)		6,368		(17,017)
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	5,748		1,438		4,310
Total other comprehensive income		$	46,969	$	13,569	$	33,400

(1)Realized gains or losses on marketable securities are presented within Other (income) expense, net in the Consolidated Results of Operations; however, there were no significant gains or losses realized in the first 26 weeks of fiscal 2020.

(2)Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.

The following tables provide a summary of the changes in accumulated other comprehensive (loss) income for the periods presented:


	26-Week Period Ended Dec. 26, 2020
	Pension and Other Postretirement Benefit Plans, net of tax		Foreign Currency Translation		Hedging, net of tax		Marketable Securities, net of tax		Total
	(In thousands)
Balance as of June 27, 2020	$	(1,265,714)	$	(402,384)	$	(49,878)	$	7,095	$	(1,710,881)
Equity adjustment from foreign currency translation	—		335,647		—		—		335,647

Amortization of cash flow hedges	—		—		4,310		—		4,310

Change in net investment hedges	—		—		(31,927)		—		(31,927)
Change in cash flow hedge	—		—		(632)		—		(632)


Amortization of unrecognized prior service cost	274		—		—		—		274
Amortization of unrecognized net actuarial losses	15,558		—		—		—		15,558
Change in marketable securities	—		—		—		(518)		(518)
Balance as of Dec. 26, 2020	$	(1,249,882)	$	(66,737)	$	(78,127)	$	6,577	$	(1,388,169)


	26-Week Period Ended Dec. 28, 2019
	Pension and Other Postretirement Benefit Plans, net of tax		Foreign Currency Translation		Hedging, net of tax		Marketable Securities, net of tax		Total
	(In thousands)
Balance as of Jun. 29, 2019	$	(1,217,617)	$	(290,169)	$	(94,770)	$	2,827	$	(1,599,729)

Equity adjustment from foreign currency translation	—		28,796		—		—		28,796
Amortization of cash flow hedges	—		—		4,310		—		4,310

Change in net investment hedges	—		—		(11,479)		—		(11,479)
Change in cash flow hedge	—		—		(5,538)		—		(5,538)

Amortization of unrecognized prior service cost	2,856		—		—		—		2,856
Amortization of unrecognized net actuarial losses	13,908		—		—		—		13,908
Change in marketable securities	—		—		—		547		547
Balance as of Dec. 28, 2019	$	(1,200,853)	$	(261,373)	$	(107,477)	$	3,374	$	(1,566,329)

10. SHARE-BASED COMPENSATION

Sysco provides compensation benefits to employees under several share-based payment arrangements, including various long-term employee stock incentive plans and the 2015 Employee Stock Purchase Plan (ESPP).

Stock Incentive Plans

In the first 26 weeks of fiscal 2021, options to purchase 1,943,368 shares were granted to employees. The fair value of each option award is estimated as of the date of grant using a Black-Scholes option pricing model. The weighted average grant-date fair value per option granted during the first 26 weeks of fiscal 2021 was $13.63.

In the first 26 weeks of fiscal 2021, 794,659 performance share units (PSUs) were granted to employees. Based on the jurisdiction in which the employee resides, some of these PSUs were granted with forfeitable dividend equivalents. The fair value of each PSU award granted with a dividend equivalent is based on the company’s stock price as of the date of grant. For PSUs granted without dividend equivalents, the fair value was reduced by the present value of expected dividends during the vesting period. The weighted average grant-date fair value per PSU granted during the first 26 weeks of fiscal 2021 was $58.71. The PSUs will convert into shares of Sysco common stock at the end of the two-year performance period based on actual performance targets achieved, as well as the market-based return of Sysco’s common stock relative to that of each company within the S&P 500 index.

In the first 26 weeks of fiscal 2021, 415,910 restricted stock units were granted to employees. The weighted average grant-date fair value per restricted stock unit granted during the first 26 weeks of fiscal 2021 was $57.90.

Employee Stock Purchase Plan

Plan participants purchased 452,013 shares of common stock under the Sysco ESPP during the first 26 weeks of fiscal 2021. The weighted average fair value per employee stock purchase right issued pursuant to the ESPP was $3.41 during the first 26 weeks of fiscal 2021. The fair value of each stock purchase right is estimated as the difference between the stock price at the date of issuance and the employee purchase price.

All Share-Based Payment Arrangements

The total share-based compensation cost that has been recognized in results of operations was $47.1 million and $46.6 million for the first 26 weeks of fiscal 2021 and fiscal 2020, respectively.

As of December 26, 2020, there was $123.8 million of total unrecognized compensation cost related to share-based compensation arrangements. This cost is expected to be recognized over a weighted-average period of 1.91 years.

11. INCOME TAXES

Effective Tax Rate

The effective tax rates for the second quarter and first 26 weeks of fiscal 2021 were 17.05% and 16.38%, respectively. As compared to the company’s statutory tax rate, the lower effective tax rate for the second quarter and first 26 weeks of fiscal 2021 was impacted by (1) the favorable impact of excess tax benefits of equity-based compensation that totaled $4.3 million and $6.6 million, respectively, (2) the $7.6 million tax benefit attributable to the sale of the stock of Cake Corporation in the first quarter, and (3) the impact of changes in tax law in the U.K. of $5.5 million in the first quarter. The effective tax rates for the second quarter and first 26 weeks of fiscal 2020 were 19.54% and 20.90%, respectively. The lower effective tax rate for the second quarter and first 26 weeks of fiscal 2020 was primarily due to the favorable impact of excess tax benefits of equity-based compensation that totaled $11.8 million and $27.5 million, respectively.

Uncertain Tax Positions

As of December 26, 2020, the gross amount of unrecognized tax benefit and related accrued interest was $20.4 million and $2.4 million, respectively. It is reasonably possible that the amount of the unrecognized tax benefit with respect to certain of the company’s unrecognized tax positions will increase or decrease in the next twelve months. At this time, an estimate of the range of the reasonably possible change cannot be made.

Other

The determination of the company’s provision for income taxes requires judgment, the use of estimates and the interpretation and application of complex tax laws. The company’s provision for income taxes reflects income earned and taxed in the various U.S. federal and state, as well as foreign jurisdictions. Tax law changes, increases or decreases in permanent book versus tax basis differences, accruals or adjustments of accruals for unrecognized tax benefits or valuation allowances, and the company’s change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.

12. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Sysco is engaged in various legal proceedings that have arisen but have not been fully adjudicated. The likelihood of loss for these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible to probable. When probable and reasonably estimable, the losses have been accrued. Although the final results of legal proceedings cannot be predicted with certainty, based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect upon the consolidated financial position or results of operations of the company.

13. BUSINESS SEGMENT INFORMATION

The company has aggregated certain of its operating segments into three reportable segments. “Other” financial information is attributable to the company’s other operating segments that do not meet the quantitative disclosure thresholds.

•U.S. Foodservice Operations – primarily includes U.S. Broadline operations, which distribute a full line of food products including custom-cut meat, seafood, specialty produce, specialty imports and a wide variety of non-food products;

•International Foodservice Operations – includes operations in the Americas and Europe, which distribute a full line of food products and a wide variety of non-food products. The Americas primarily consists of operations in Canada, Bahamas, Mexico, Costa Rica and Panama, as well as the company’s operations that distribute to international customers. The company’s European operations primarily consist of operations in the United Kingdom (U.K.), France, Ireland and Sweden;

•SYGMA – the company’s U.S. customized distribution subsidiary; and

•Other – primarily our hotel supply operations, Guest Worldwide. Sysco sold its interests in Cake Corporation in the first quarter of fiscal 2021.

The accounting policies for the segments are the same as those disclosed by Sysco for its consolidated financial statements. Corporate expenses generally include all expenses of the corporate office and Sysco’s shared services center. These also include all share-based compensation costs. During the fourth quarter of fiscal 2020, Sysco revised the way performance is assessed for the U.S. Foodservice Operations segment. As a result of this change, charges incurred by the company’s corporate and shared services center, to provide direct support functions to the U.S. Foodservice Operations reportable segment, have been reclassified from Corporate expenses into the U.S. Foodservice reportable segment. The segment information disclosed for the first 26 weeks of fiscal 2021 reflects this change in reporting structure. The second quarter and first 26 weeks of fiscal 2020 results reflect $64.0 million and $131.8 million, respectively, of corporate expense reclassifications to conform with the current year presentation.

The following tables set forth certain financial information for Sysco’s reportable business segments.


	13-Week Period Ended				26-Week Period Ended
	Dec. 26, 2020		Dec. 28, 2019		Dec. 26, 2020		Dec. 28, 2019
Sales:	(In thousands)				(In thousands)
U.S. Foodservice Operations	$	7,924,143	$	10,413,575	$	15,845,676	$	21,072,208
International Foodservice Operations	1,967,789		2,890,053		4,131,482		5,802,441
SYGMA	1,520,401		1,455,893		3,044,549		2,902,887
Other	146,649		265,521		314,654		550,511
Total	$	11,558,982	$	15,025,042	$	23,336,361	$	30,328,047

	13-Week Period Ended				26-Week Period Ended
	Dec. 26, 2020		Dec. 28, 2019		Dec. 26, 2020		Dec. 28, 2019
Operating income (loss):	(In thousands)				(In thousands)
U.S. Foodservice Operations	$	485,251	$	704,801	$	1,073,660	$	1,498,420
International Foodservice Operations	(79,949)		34,881		(80,486)		89,681
SYGMA	11,328		9,861		23,020		17,431
Other	(1,018)		9,403		(1,023)		19,540
Total segments	415,612		758,946		1,015,171		1,625,072
Corporate	(203,550)		(206,453)		(383,530)		(404,261)
Total operating income	212,062		552,493		631,641		1,220,811
Interest expense	146,498		76,762		293,215		160,097
Other (income) expense, net	(15,556)		(807)		(1,432)		2,305
Earnings before income taxes	$	81,120	$	476,538	$	339,858	$	1,058,409

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with our consolidated financial statements as of June 27, 2020, and for the fiscal year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in our Annual Report on Form 10-K for the fiscal year ended June 27, 2020 (our fiscal 2020 Form 10-K), as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report. Sysco’s fiscal year ends on the Saturday nearest to June 30th. This results in a 53-week year ending July 3, 2021 for fiscal 2021.

Highlights

Our second quarter of fiscal 2021 results continue to be impacted by the COVID-19 pandemic; however, we achieved a profitable quarter despite a 23% reduction in sales and funded investments to enable our transformation. Our business transformation is on track as Sysco continues to manage the business through the COVID-19 pandemic and create new capabilities for our future. These capabilities will enable us to better serve our customers, differentiate ourselves from our competitors and deliver strong business results. Our strategic transformation priorities include acceleration of our work across our customer-facing tools and technology, sales transformation to improve selling effectiveness and provide a more customer-centric structure, regionalization of our U.S. Broadline business to enable us to operate with greater agility and efficiency as a company, and the permanent reduction of costs from the business. All of these efforts are expected to enable us to improve profitability and fund new sources of business growth. See below for a comparison of our second quarter of fiscal 2021 results to our second quarter of fiscal 2020 results, both including and excluding Certain Items.

Comparisons of results from the second quarter of fiscal 2021 to the second quarter of fiscal 2020:

•Sales:

◦decreased 23.1%, or $3.5 billion, to $11.6 billion;

•Operating income:

◦decreased 61.6%, or $340.4 million, to $212.1 million;

◦adjusted operating income decreased 62.7%, or $392.8 million, to $234.1 million;

•Net earnings:

◦decreased 82.4%, or $316.1 million, to $67.3 million;

◦adjusted net earnings decreased 80.4%, or $351.9 million, to $85.9 million;

•Basic earnings per share:

◦decreased 82.7%, or $0.62, to $0.13 per share;

•Diluted earnings per share:

◦decreased 82.4%, or $0.61, to $0.13 per share; and

◦adjusted diluted earnings per share decreased 80.0%, or $0.68, to $0.17 per share.

Comparisons of results from the first 26 weeks of fiscal 2021 to the first 26 weeks of fiscal 2020:

•Sales:

◦decreased 23.1%, or $7.0 billion, to $23.3 billion;

•Operating income:

◦decreased 48.3%, or $589.2 million, to $631.6 million;

◦adjusted operating income decreased 56.3%, or $770.1 million, to $598.7 million;

•Net earnings:

◦decreased 66.1%, or $553.0 million, to $284.2 million;

◦adjusted net earnings decreased 72.6%, or $688.8 million, to $259.3 million;

•Basic earnings per share:

◦decreased 65.9%, or $1.08, to $0.56 per share;

•Diluted earnings per share:

◦decreased 65.4%, or $1.06, to $0.56 per share; and

◦adjusted diluted earnings per share decreased 72.1%, or $1.32, to $0.51 per share.

Sysco’s results of operations for fiscal 2021 and fiscal 2020 were impacted by restructuring and transformational project costs consisting of: (1) expenses associated with our various transformation initiatives; (2) severance and facility closure charges; and (3) restructuring charges. Sysco’s results for fiscal 2021 and fiscal 2020 were also impacted by intangible

amortization expense related to the fiscal 2017 acquisition of Cucina Lux Investments Limited (the Brakes Acquisition). Additionally, our results for fiscal 2021 were impacted by the loss on the sale of Cake Corporation.

Fiscal 2021 results of operations were also positively impacted by the reduction of bad debt expense previously recognized in fiscal 2020 due to the unexpected impact of the COVID-19 pandemic on the collectability of our pre-pandemic trade receivable balances. While Sysco traditionally incurs bad debt expense, the magnitude of such expenses and benefits that we have experienced since the onset of the COVID-19 pandemic is not indicative of our normal operations. Our adjusted results have not been normalized in a manner that would exclude the full impact of the COVID-19 pandemic on our business. As such, Sysco has not adjusted its results for lost sales, inventory write-offs or other costs associated with the COVID-19 pandemic not previously stated.

The fiscal 2021 and fiscal 2020 items discussed above are collectively referred to as “Certain Items.” The results of our foreign operations can be impacted by changes in exchange rates applicable to converting from local currencies to U.S. dollars. We measure our International Foodservice Operations results on a constant currency basis. Our discussion below of our results includes certain non-GAAP financial measures that we believe provide important perspective with respect to underlying business trends. Other than free cash flow, any non-GAAP financial measures will be denoted as adjusted measures and exclude the impact from Certain Items, and certain metrics are stated on a constant currency basis.

More information on the rationale for the use of non-GAAP financial measures and reconciliations to the most directly comparable numbers calculated in accordance with U.S. generally accepted accounting principles (GAAP) can be found under “Non-GAAP Reconciliations.”

During the fourth quarter of fiscal 2020, Sysco revised the way performance is assessed for the U.S. Foodservice Operations segment. As a result of this change, charges incurred by the company’s corporate office to provide direct support functions to the U.S. Foodservice Operations reportable segment have been reclassified from Corporate expenses into the U.S. Foodservice reportable segment. The segment information disclosed for fiscal 2021 reflects this change in reporting structure and prior year amounts have been reclassified to conform with the current year presentation.

Key Performance Indicators

Sysco seeks to meet its strategic goals by continually measuring its success in its key performance metrics that drive stakeholder value through sales growth and capital allocation and deployment. The COVID-19 pandemic has significantly impacted the financial metrics used by management to evaluate the business, and certain metrics continue to be a near- and long-term focus, while other metrics do not provide meaningful comparable information in the near-term. We believe the following are our most significant performance metrics in our current business environment:

•Adjusted operating income growth (non-GAAP);

•Adjusted diluted earnings per share growth (non-GAAP);

•Case volume growth by customer type for U.S. Broadline operations;

•Sysco brand penetration for U.S. Broadline operations; and

•Free cash flow (non-GAAP).

We use these financial metrics and related computations, as well as sales and gross profit growth, to evaluate our business and to plan for near-and long-term operating and strategic decisions. We believe it is useful to provide investors with the same financial information that we use internally to make comparisons of our historical operating results, identify trends in our underlying operating results and evaluate our business.

Trends

Economic and Industry Trends

In response to the COVID-19 pandemic, national and local governments have imposed substantial restrictions upon the customers we serve in the food-away-from-home sector. Our customers experienced increasingly restrictive conditions on their operations during the second quarter of fiscal 2021, which was most notable in December when restaurant traffic and sales declined. Additionally, the International Foodservice Operations segment has been impacted significantly due to tougher restrictions in the countries in which we operate, particularly in Europe, which went into lockdown in December and is expected to remain in varying degrees of lockdown for a significant portion of the second half of fiscal 2021. Sysco is helping our customers navigate this challenging environment, and in the second quarter of fiscal 2021, as a result of these efforts, Sysco gained overall market share versus the rest of the industry, reflecting the early progress of our transformation and our success in winning new business.

Sales and Gross Profit Trends

Our sales and gross profit performance can be influenced by multiple factors, including price, volume, customer mix, product mix and the impact of the COVID-19 pandemic. The biggest factor affecting performance in the first 26 weeks of fiscal 2021 was the COVID-19 pandemic due to reduced volume. In terms of customer mix, during the second quarter of fiscal 2021, we added more new local customers than we have added during any quarter in the last five years. This evidences our ability to accelerate future growth. Gross margins were also adversely impacted by lower volumes in December due to restrictions on our customers resulting from the impact of the second wave of COVID-19 in different geographies. Since the beginning of the third quarter of fiscal 2021, however, we are seeing volume improvements in our largest businesses in North America.

With our focus on growing sales, in the second quarter of fiscal 2021, we added $200 million of net new national account business, which totals more than $1.5 billion of contracted business on an annualized basis since the beginning of the pandemic. We believe these customer additions will enable Sysco to recover faster than the market as economic conditions improve.

Our gross margin decreased 67 and 53 basis points in the second quarter and first 26 weeks of fiscal 2021, respectively, compared to the respective prior year periods. For our U.S. Foodservice Operations segment, we typically see a seasonal decline in gross margin sequentially from the first quarter to the second quarter, as we did this fiscal year. Our largest businesses, U.S. Foodservice Operations and SYGMA, each had a flat gross margin rates when compared to the same quarter of the prior year, while the International Foodservice Operations business and businesses in our other segment showed gross margin declines in the quarter. The growth of our national accounts business at SYGMA produced a customer mix shift that resulted in overall lower margins for Sysco, as gross margin on sales to our national customers is generally lower than on sales to other types of customers due to the higher volumes we sell to these customers. In terms of the impact on pricing, we experienced inflation at a rate of 1.6% and 1.3% during the second quarter and first 26 weeks of fiscal 2021, respectively, primarily in the paper and disposables, poultry and dairy products categories.

Operating Expense Trends

Total operating expenses decreased 17.1% and 19.0% during the second quarter and first 26 weeks of fiscal 2021, respectively, as compared to the same periods in fiscal 2020. The largest contributor to the decrease was reduced costs from cost-out initiatives (see “Cost-out Measures” below), as well as a benefit from a reduction in our allowance for doubtful accounts resulting from the COVID-19 pandemic. Many of Sysco’s customers, including those in the restaurant, hospitality and education segments, are operating at a substantially reduced volume due to governmental requirements for closures or other social-distancing measures, and a portion of Sysco’s customers are closed. Some of these customers have ceased paying their outstanding receivables, creating uncertainty as to their collectability. We established reserves for bad debts in fiscal 2020 for these receivables; however, collections have improved in fiscal 2021 and, as a result, we have reduced our reserves on pre-pandemic receivables, recognizing a $30.3 million and $128.9 million benefit in the second quarter and first 26 weeks of fiscal 2021, respectively, included as a Certain Item. Additional reserves of $13.8 million and $34.7 million were recorded in the second quarter and first 26 weeks of fiscal 2021, respectively, for receivables relating to periods beginning after the onset of the COVID-19 pandemic, which are not included as a Certain Item. The COVID-19 pandemic is more widespread and longer in duration than historical disasters impacting our business, and it is possible that actual uncollectible amounts will differ and additional charges may be required; however, if collections continue to improve, it is also possible that additional reductions in our bad debt reserve could occur.

Cost-out Measures

The COVID-19 crisis has compelled us to take action to reduce costs by reducing variable expenses in response to reduced customer demand, aligning inventory to current sales trends, reducing capital expenditures to only urgent projects and targeted investments and tightly managing receivables. These actions produced savings in the second quarter and first 26 weeks of fiscal 2021. We have reduced pay-related expenses through headcount reductions across the organization, most of which occurred in fiscal 2020. Our U.S. Broadline regionalization also contributed to reduced costs, as we experienced an increase in warehouse productivity and maintained key transportation efficiency metrics despite significant changes in case volume in the second quarter of fiscal 2021. We brought back hundreds of associates in the second quarter of fiscal 2021 in support of our business model. In the latter part of the third quarter of fiscal 2021, we anticipate we will hire thousands of additional sales consultants, new business developers, culinary experts and operations associates in preparation for the incremental volume associated with the expected business recovery. Our operating expenses therefore are expected to increase in the third quarter of fiscal 2021 in contrast to the reduction in force efforts taken in the third quarter of fiscal 2020. We continue to make progress against our $350 million cost savings initiatives in fiscal 2021, and we continue to make purposeful investments in our capability builds in service of our transformation of pricing, customer experience, sales, vendor management and personalization. While we expect significant returns on these efforts in future quarters, the investment dollars are offsetting part of our savings in the second quarter and will do so in the second half of fiscal 2021. When combined with the impact of slower openings in our International segment, we expect our third quarter results to be more challenging than originally anticipated.

Status of Supply Chain Disruptions and Facility Closures

Although our business continues to face challenges associated with the COVID-19 crisis, to date we have not experienced any significant disruptions to our supply chain, significant distribution facility closures or disposals of significant assets or lines of business.

Income Tax Trends

Our provision for income taxes primarily reflects a combination of income earned and taxed in the various U.S. federal and state, as well as foreign, jurisdictions. Tax law changes, increases or decreases in book versus tax basis differences, accruals or adjustments of accruals for unrecognized tax benefits or valuation allowances, and our change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate. The impact of the COVID-19 pandemic may change our mix of earnings by jurisdiction and has increased the risk that operating losses may occur within certain of our jurisdictions that could lead to the recognition of valuation allowances against certain deferred tax assets in the future, if these losses are prolonged beyond our current expectations. These effects could negatively impact our income tax expense, net earnings, and balance sheet.

Divestitures

Sysco sold its interests in Davigel Spain, part of the International Foodservice Operations segment, in the third quarter of fiscal 2021 and sold its interest in Cake Corporation in the first quarter of fiscal 2021. These operations were not significant to Sysco’s business, and these divestitures will facilitate our efforts to prioritize our focus and investments on our core business.

Strategy

In response to the current environment, we have identified four key areas of focus as we manage the business in the near-term and prepare the company for recovery once the COVID-19 crisis subsides. First, we have taken actions to strengthen our overall liquidity. Second, we are focused on stabilizing the business by removing costs. Third, we are creating new sources of revenue by helping our restaurant customers succeed under pandemic conditions. Fourth, we are providing products for cleaning, sanitation, and personal protection, without disruptions, so that our customers may continue their business operations.

While our response to the COVID-19 pandemic has been a primary focus, we have also accelerated our transformation initiatives that improve how we serve our customers, differentiate Sysco from our competitors and transform the foodservice distribution industry. These include:

•Improving service to our customers by enhancing our digital order entry platform, Sysco Shop, deploying a digital pricing tool and introducing our Restaurants Rising campaign;

•Transforming our sales model to make it easier for customers to do business with Sysco and to increase the effectiveness of our sales teams;

•Regionalizing our operations in the U.S. within our U.S. Broadline business; and

•Removing structural fixed costs from our business and becoming a more efficient company to return value to shareholders and to fund our continued growth plans.

Throughout the second quarter of fiscal 2021, the number of customer orders placed through Sysco Shop, our mobile ordering platform that allows us to onboard new customers in less than 24 hours and drive incremental sales, continued to meaningfully increase. We believe this increase is a direct result of the improvements we are making to the Sysco Shop platform and the feedback we are soliciting from our customers and expert sales force. Additionally, the pilot program for our new pricing software is performing well in our first test region, and we intend to implement the pricing system across the country in calendar year 2021. The goal of this effort is to improve price transparency with our customers and drive incremental sales and gross profit growth by optimizing prices at the customer and item level. Additionally, by automating customer level pricing, we will free up time for our sales consultants to spend with customers on value-added activities, such as menu design, Sysco brand penetration, and other drivers of sales and margin. Our sales consultants are leveraging the Restaurants Rising program, which eliminates order minimums and allows our sales consultants to assist their customers in optimizing operations, to retain current customers and help Sysco attract and serve new customers. We are improving our go-to-market selling strategy by transforming our sales process to create an improved, more customer-centric organizational structure. The regionalization of our U.S. Broadline business is complete, and the new structure has optimized our inventory assortment across multiple physical sites and optimized the servicing of key customers by ensuring the most efficient physical location services each customer location.

See “Non-GAAP Reconciliations” below for an explanation of adjusted operating income and adjusted return on invested capital, which are non-GAAP financial measures.

Results of Operations

The following table sets forth the components of our consolidated results of operations expressed as a percentage of sales for the periods indicated:


	13-Week Period Ended				26-Week Period Ended
	Dec. 26, 2020		Dec. 28, 2019		Dec. 26, 2020		Dec. 28, 2019
Sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	81.8		81.2		81.5		81.0
Gross profit	18.2		18.8		18.5		19.0
Operating expenses	16.3		15.1		15.8		15.0
Operating income	1.9		3.7		2.7		4.0
Interest expense	1.3		0.5		1.3		0.5
Other (income) expense, net	(0.1)		—		—		—
Earnings before income taxes	0.7		3.2		1.4		3.5
Income taxes	0.1		0.6		0.2		0.7
Net earnings	0.6	%	2.6	%	1.2	%	2.8	%

The following table sets forth the change in the components of our consolidated results of operations expressed as a percentage increase or decrease over the comparable period in the prior year:


	13-Week Period Ended		26-Week Period Ended
	Dec. 26, 2020		Dec. 26, 2020
Sales	(23.1)	%	(23.1)	%
Cost of sales	(22.4)		(22.6)
Gross profit	(25.8)		(25.2)
Operating expenses	(17.1)		(19.0)
Operating income	(61.6)		(48.3)
Interest expense	90.8		83.1
Other (income) expense, net (1) (2)	1,827.6		(162.1)
Earnings before income taxes	(83.0)		(67.9)
Income taxes	(85.1)		(74.8)
Net earnings	(82.4)	%	(66.1)	%
Basic earnings per share	(82.7)	%	(65.9)	%
Diluted earnings per share	(82.4)		(65.4)
Average shares outstanding	—		(0.4)
Diluted shares outstanding	(0.5)		(1.0)

(1)Other (income) expense, net was income of $15.6 million and $0.8 million in the second quarter of fiscal 2021 and fiscal 2020, respectively.

(2)Other (income) expense, net was income of $1.4 million and expense of $2.3 million in the first 26 weeks of fiscal 2021 and fiscal 2020, respectively.

The following tables represent our results by reportable segments:


	13-Week Period Ended Dec. 26, 2020
	U.S. Foodservice Operations			International Foodservice Operations			SYGMA			Other			Corporate		Consolidated Totals
	(In thousands)
Sales	$	7,924,143		$	1,967,789		$	1,520,401		$	146,649		$	—	$	11,558,982
Sales increase (decrease)	(23.9)		%	(31.9)		%	4.4		%	(44.8)		%			(23.1)		%
Percentage of total	68.6		%	17.0		%	13.2		%	1.2		%			100.0		%

Operating income (loss)	$	485,251		$	(79,949)		$	11,328		$	(1,018)		$	(203,550)	$	212,062
Operating income (loss) increase (decrease)	(31.2)		%	NM			14.9		%	NM					(61.6)		%
Percentage of total segments	116.8		%	(19.2)		%	2.7		%	(0.3)		%			100.0		%
Operating income (loss) as a percentage of sales	6.1		%	(4.1)		%	0.7		%	(0.7)		%			1.8		%


	13-Week Period Ended Dec. 28, 2019
	U.S. Foodservice Operations			International Foodservice Operations			SYGMA			Other			Corporate		Consolidated Totals
	(In thousands)
Sales	$	10,413,575		$	2,890,053		$	1,455,893		$	265,521		$	—	$	15,025,042

Percentage of total	69.3		%	19.2		%	9.7		%	1.8		%			100.0		%

Operating income	$	704,801		$	34,881		$	9,861		$	9,403		$	(206,453)	$	552,493

Percentage of total segments	92.9		%	4.6		%	1.3		%	1.2		%			100.0		%
Operating income as a percentage of sales	6.8		%	1.2		%	0.7		%	3.5		%			3.7		%


	26-Week Period Ended Dec. 26, 2020
	U.S. Foodservice Operations			International Foodservice Operations			SYGMA			Other			Corporate		Consolidated Totals
	(In thousands)
Sales	$	15,845,676		$	4,131,482		$	3,044,549		$	314,654		$	—	$	23,336,361
Sales increase (decrease)	(24.8)		%	(28.8)		%	4.9		%	(42.8)		%			(23.1)		%
Percentage of total	67.9		%	17.7		%	13.0		%	1.4		%			100.0		%

Operating income	$	1,073,660		$	(80,486)		$	23,020		$	(1,023)		$	(383,530)	$	631,641
Operating income increase (decrease)	(28.3)		%	(189.7)		%	32.1		%	(105.2)		%			(48.3)		%
Percentage of total segments	105.8		%	(7.9)		%	2.3		%	(0.2)		%			100.0		%
Operating income as a percentage of sales	6.8		%	(1.9)		%	0.8		%	(0.3)		%			2.7		%


	26-Week Period Ended Dec. 28, 2019
	U.S. Foodservice Operations			International Foodservice Operations			SYGMA			Other			Corporate		Consolidated Totals
	(In thousands)
Sales	$	21,072,208		$	5,802,441		$	2,902,887		$	550,511		$	—	$	30,328,047

Percentage of total	69.5		%	19.1		%	9.6		%	1.8		%			100.0		%

Operating income	$	1,498,420		$	89,681		$	17,431		$	19,540		$	(404,261)	$	1,220,811

Percentage of total segments	92.2		%	5.5		%	1.1		%	1.2		%			100.0		%
Operating income as a percentage of sales	7.1		%	1.5		%	0.6		%	3.5		%			4.0		%

Based on information in Note 13, “Business Segment Information,” in the Notes to Consolidated Financial Statements in Item 1 of Part I, in the second quarter and first 26 weeks of fiscal 2021, U.S. Foodservice Operations and International Foodservice Operations collectively represented approximately 85.6% of Sysco’s overall sales in each period. In the second quarter and first 26 weeks of fiscal 2021, U.S. Foodservice Operations and International Foodservice Operations collectively represented approximately 97.6% and 97.9% of the total segment operating income, respectively. This illustrates that these segments represent a substantial majority of our total segment results when compared to other reportable segments.

Results of U.S. Foodservice Operations

The following tables set forth a summary of the components of operating income expressed as a percentage increase or decrease over the comparable period in the prior year:


	13-Week Period Ended Dec. 26, 2020		13-Week Period Ended Dec. 28, 2019		Change in Dollars		% Change
	(Dollars in thousands)
Sales	$	7,924,143	$	10,413,575	$	(2,489,432)	(23.9)	%
Gross profit	1,559,322		2,048,904		(489,582)		(23.9)
Operating expenses	1,074,071		1,344,103		(270,032)		(20.1)
Operating income	$	485,251	$	704,801	$	(219,550)	(31.2)	%

Gross profit	$	1,559,322	$	2,048,904	$	(489,582)	(23.9)	%
Adjusted operating expenses (Non-GAAP)	1,087,526		1,340,424		(252,898)		(18.9)
Adjusted operating income (Non-GAAP)	$	471,796	$	708,480	$	(236,684)	(33.4)	%

	26-Week Period Ended Dec. 26, 2020		26-Week Period Ended Dec. 28, 2019		Change in Dollars		% Change
	(Dollars in thousands)
Sales	$	15,845,676	$	21,072,208	$	(5,226,532)	(24.8)	%
Gross profit	3,159,029		4,193,791		(1,034,762)		(24.7)
Operating expenses	2,085,369		2,695,371		(610,002)		(22.6)
Operating income	$	1,073,660	$	1,498,420	$	(424,760)	(28.3)	%

Gross profit	$	3,159,029	$	4,193,791	$	(1,034,762)	(24.7)	%
Adjusted operating expenses (Non-GAAP)	2,184,201		2,687,566		(503,365)		(18.7)
Adjusted operating income (Non-GAAP)	$	974,828	$	1,506,225	$	(531,397)	(35.3)	%

Sales

The following table sets forth the percentage and dollar value increase or decrease in the major factors impacting sales as compared to the corresponding prior year period in order to demonstrate the cause and magnitude of change.


	Increase (Decrease)				Increase (Decrease)
	13-Week Period				26-Week Period
	(Dollars in millions)				(Dollars in millions)
Cause of change	Percentage		Dollars		Percentage		Dollars
Case volume	(23.4)	%	$	(2,436.6)	(24.6)	%	$	(5,185.6)
Inflation	1.6		170.6		1.2		249.0
Acquisitions	0.2		16.7		0.2		50.5
Other (1)	(2.3)		(240.1)		(1.6)		(340.4)
Total change in sales	(23.9)	%	$	(2,489.4)	(24.8)	%	$	(5,226.5)

(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.”

Sales for the second quarter of fiscal 2021 were 23.9% lower than the second quarter of fiscal 2020. The primary driver of the decrease was the significant decline in case volume in our U.S. Broadline operations as a result of some of our customers closing and many other customers operating at a substantially reduced volume in response to the COVID-19 pandemic. Case volumes from our U.S. Broadline operations, including acquisitions within the last 12 months, decreased 23.7% in the second quarter of fiscal 2021, as compared to the second quarter of fiscal 2020, and included a 19.7% decline in locally

managed customer case growth along with a 28.4% decrease in national customer case volume. Sales from acquisitions within the last 12 months had no impact on locally managed customer sales for the second quarter of fiscal 2021; therefore, organic local case volume, which excludes acquisitions, declined 19.7%. We acquired a significant number of new customers and saw growth in our national accounts customer base during the second quarter of fiscal 2021.

Sales for the first 26 weeks of fiscal 2021 were 24.8% lower than the first 26 weeks of fiscal 2020. The primary driver of the decrease was the significant decline in case volume in our U.S. Broadline operations as a result of some of our customers closing and many other customers operating at a substantially reduced volume in response to the COVID-19 pandemic. Case volumes from our U.S. Broadline operations, including acquisitions within the last 12 months, decreased 24.8% in the first 26 weeks of fiscal 2021, as compared to the first 26 weeks of fiscal 2020, and included a 20.6% decline in locally managed customer case growth along with a 29.8% decrease in national customer case volume. Sales from acquisitions within the last 12 months favorably impacted locally managed customer sales by 0.1% for the first 26 weeks of fiscal 2021; therefore, organic local case volume, which excludes acquisitions, declined 20.7%.

Operating Income

Operating income decreased 31.2% and 28.3% for the second quarter and first 26 weeks of fiscal 2021, respectively, as compared to the second quarter and first 26 weeks of fiscal 2020.

Gross profit dollars decreased 23.9% and 24.7% in the second quarter and first 26 weeks of fiscal 2021, respectively, as compared to the second quarter and first 26 weeks of fiscal 2020, driven primarily by the decline in local cases and a decline in Sysco-branded products, which reflected changes in customer mix and product mix and the addition of new customers. The decrease was partially offset by higher inflation. The estimated change in product costs, an internal measure of inflation or deflation, for the second quarter and first 26 weeks of fiscal 2021 for our U.S. Broadline operations was inflation of 1.6% and 1.3%, respectively. For the second quarter and first 26 weeks of fiscal 2021, this change in product costs was primarily driven by inflation in the paper and disposables, poultry and dairy products categories. Our Sysco brand sales as a percentage of total U.S. cases decreased 165 basis points and 77 basis points, respectively, for the second quarter and first 26 weeks of fiscal 2021, which was driven by customer and product mix shift. Sysco brand sales as a percentage of local U.S. cases decreased by approximately 455 basis points and 288 basis points, respectively, for the second quarter and first 26 weeks of fiscal 2021, which was driven by product mix shifting into pre-packaged and takeaway ready products. Gross margin, which is gross profit as a percentage of sales, was 19.68% and 19.94% in the second quarter and first 26 weeks of fiscal 2021, respectively, which was flat compared to the second quarter of fiscal 2021, and an increase of 3 basis points compared to the gross margin of 19.90% in the first 26 weeks of fiscal 2020, primarily attributable to inflation.

Operating expenses for the second quarter and first 26 weeks of fiscal 2021 decreased 20.1%, or $270.0 million, and 22.6%, or $610.0 million, respectively, as compared to the second quarter and first 26 weeks of fiscal 2020, primarily driven by a decrease in pay-related costs associated with permanent headcount reductions made in fiscal 2020 in response to the COVID-19 pandemic and the reduction of reserves on pre-pandemic receivables. Operating expenses, on an adjusted basis (which is a non-GAAP financial measure for which a reconciliation is provided below), for the second quarter and first 26 weeks of fiscal 2021, decreased 18.9%, or $252.9 million, and 18.7%, or $503.4 million, respectively, compared to the second quarter and first 26 weeks of fiscal 2020.

Results of International Foodservice Operations

The following table sets forth a summary of the components of operating income and adjusted operating income expressed as a percentage increase or decrease over the comparable period in the prior year:


	13-Week Period Ended Dec. 26, 2020		13-Week Period Ended Dec. 28, 2019		Change in Dollars		% Change
	(Dollars in thousands)
Sales	$	1,967,789	$	2,890,053	$	(922,264)	(31.9)	%
Gross profit	373,840		586,039		(212,199)		(36.2)
Operating expenses	453,789		551,158		(97,369)		(17.7)
Operating (loss) income	$	(79,949)	$	34,881	$	(114,830)	NM

Gross profit	$	373,840	$	586,039	$	(212,199)	(36.2)	%
Adjusted operating expenses (Non-GAAP)	429,056		511,996		(82,940)		(16.2)
Adjusted operating (loss) income (Non-GAAP)	$	(55,216)	$	74,043	$	(129,259)	(174.6)	%

Sales on a constant currency basis (Non-GAAP)	$	1,914,387	$	2,890,053	$	(975,666)	(33.8)	%
Gross profit on a constant currency basis (Non-GAAP)	362,382		586,039		(223,657)		(38.2)
Adjusted operating expenses on a constant currency basis (Non-GAAP)	413,933		511,996		(98,063)		(19.2)
Adjusted operating (loss) income on a constant currency basis (Non-GAAP)	$	(51,551)	$	74,043	$	(125,594)	(169.6)	%

	26-Week Period Ended Dec. 26, 2020		26-Week Period Ended Dec. 28, 2019		Change in Dollars		% Change
	(Dollars in thousands)
Sales	$	4,131,482	$	5,802,441	$	(1,670,959)	(28.8)	%
Gross profit	824,238		1,191,224		(366,986)		(30.8)
Operating expenses	904,724		1,101,543		(196,819)		(17.9)
Operating (loss) income	$	(80,486)	$	89,681	$	(170,167)	(189.7)	%

Gross profit	$	824,238	$	1,191,224	$	(366,986)	(30.8)	%
Adjusted operating expenses (Non-GAAP)	860,673		1,018,199		(157,526)		(15.5)
Adjusted operating (loss) income (Non-GAAP)	$	(36,435)	$	173,025	$	(209,460)	(121.1)	%

Sales on a constant currency basis (Non-GAAP)	$	4,037,440	$	5,802,441	$	(1,765,001)	(30.4)	%
Gross profit on a constant currency basis (Non-GAAP)	801,267		1,191,224		(389,957)		(32.7)
Adjusted operating expenses on a constant currency basis (Non-GAAP)	833,221		1,018,199		(184,978)		(18.2)
Adjusted operating (loss) income on a constant currency basis (Non-GAAP)	$	(31,954)	$	173,025	$	(204,979)	(118.5)	%

Sales

The following tables set forth the percentage and dollar value increase or decrease in the major components impacting sales as compared to the corresponding prior year period in order to demonstrate the cause and magnitude of change.


	Increase (Decrease)				Increase (Decrease)
	13-Week Period				26-Week Period
	(Dollars in millions)				(Dollars in millions)
Cause of change	Percentage		Dollars		Percentage		Dollars
Inflation	1.7	%	$	49.5	1.3	%	$	73.1

Foreign currency	1.9		54.4		(1.6)		(95.0)
Other (1)	(35.5)		(1,026.2)		(28.5)		(1,649.1)
Total change in sales	(31.9)	%	$	(922.3)	(28.8)	%	$	(1,671.0)

(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.

Sales for the second quarter and first 26 weeks of fiscal 2021 were 31.9% and 28.8% lower, respectively, as compared to the second quarter and first 26 weeks of fiscal 2020, primarily due to the significant decline in volume, as our European, Canadian and Latin American businesses have been substantially impacted by recent lockdowns, which are more aggressive than the lockdowns in the United States. In the second quarter of fiscal 2021, changes in foreign exchange rates positively affected sales by 1.8%, resulting in a 33.8% decrease in adjusted gross profit on a constant currency basis. In the first 26 weeks of fiscal 2021, changes in foreign exchange rates positively affected sales by 1.6%, resulting in a 30.4% decrease in sales on a constant currency basis.

Operating Income

Operating income decreased by $114.8 million and $170.2 million for the second quarter and first 26 weeks of fiscal 2021, respectively, as compared to the second quarter and first 26 weeks of fiscal 2020, primarily due to the decline in business resulting from the reductions in our customers’ business in response to the COVID-19 pandemic and from ongoing restructuring and transformation projects in our European operations. Operating income, on an adjusted basis, decreased by $129.3 million, or 174.6%, for the second quarter of fiscal 2021, as compared to the second quarter of fiscal 2020. In the second quarter of fiscal 2021, changes in foreign exchange rates negatively affected operating income by 4.9%, resulting in a 169.6% decrease in adjusted operating income on a constant currency basis. Operating income, on an adjusted basis, decreased by $209.5 million, or 121.1%, for the first 26 weeks of fiscal 2021, as compared to the first 26 weeks of fiscal 2020. In the first 26 weeks of fiscal 2021, changes in foreign exchange rates negatively affected operating income by 2.6%, resulting in a 118.5% decrease in adjusted operating income on a constant currency basis.

Gross profit dollars decreased by 36.2% in the second quarter of fiscal 2021, as compared to the second quarter of fiscal 2020, primarily attributable to the decline in sales. In the second quarter of fiscal 2021, changes in foreign exchange rates positively affected gross profit by 2.0%, resulting in a 38.2% decrease in adjusted gross profit on a constant currency basis. Gross profit dollars decreased by 30.8% in the first 26 weeks of fiscal 2021, as compared to the first 26 weeks of fiscal 2020, primarily attributable to the decline in sales. In the first 26 weeks of fiscal 2021, changes in foreign exchange rates positively affected gross profit by 1.9%, resulting in a 32.7% decrease in adjusted gross profit on a constant currency basis. Gross margin was 19.00% and 19.95% in the second quarter and first 26 weeks of fiscal 2021, respectively, which was a decrease of 128 and 58 basis points compared to the gross margin of 20.28% and 20.53% in the second quarter and first 26 weeks of fiscal 2020, respectively, primarily as a result of adverse customer mix, product mix and aged inventory.

Operating expenses for the second quarter and first 26 weeks of fiscal 2021 decreased 17.7%, or $97.4 million, and 17.9%, or $196.8 million, respectively, as compared to the second quarter and first 26 weeks of fiscal 2020, primarily due to a decrease in pay-related costs associated with permanent workforce reductions made in fiscal 2020 as a result of the COVID-19 pandemic. Additionally, the reduction of reserves on pre-pandemic receivables and reduced restructuring and integration charges in Europe contributed to the decrease. Operating expenses, on an adjusted basis, for the second quarter of fiscal 2021 decreased 16.2%, or $82.9 million, compared to the second quarter of fiscal 2020. Changes in foreign exchange rates used to translate our foreign operating expenses into U.S. dollars increased operating expenses during the period by 3.0%, resulting in a 19.2% decrease in adjusted operating expenses on a constant currency basis. Operating expenses, on an adjusted basis, for the

first 26 weeks of fiscal 2021 decreased 15.5%, or $157.5 million, compared to the first 26 weeks of fiscal 2020. Changes in foreign exchange rates used to translate our foreign operating expenses into U.S. dollars increased operating expenses during the period by 2.7%, resulting in an 18.2% decrease in adjusted operating expenses on a constant currency basis.

Results of SYGMA and Other Segment

For SYGMA, sales were 4.4% and 4.9% higher in the second quarter and first 26 weeks of fiscal 2021, respectively, as compared to the second quarter and first 26 weeks of fiscal 2020, primarily from an increase in case volume driven by the success of national and regional quick service restaurants servicing drive-through traffic. Operating income increased by $1.5 million and $5.6 million in the second quarter and first 26 weeks of fiscal 2021, respectively, as compared to the second quarter and first 26 weeks of fiscal 2020, as our increase in case volume exceeded the increase in expenses.

For the operations that are grouped within Other, operating income decreased $10.4 million and $20.6 million in the second quarter and first 26 weeks of fiscal 2021, respectively, as compared to the second quarter and first 26 weeks of fiscal 2020. Our hospitality business, Guest Worldwide, had a gross profit decrease of 42.7% and 46.7% in the second quarter and first 26 weeks of fiscal 2021, respectively. This business remains challenged, as the customers in the hospitality segment continue to see lower occupancy rates compared to prior year levels. Despite operating in a difficult hospitality environment, the business improved its underlying profitability during the second quarter. During the first quarter of fiscal 2021, we sold a non-core asset, Cake Corporation, as we chose to narrow our business focus.

Corporate Expenses

Corporate expenses in the second quarter of fiscal 2021 decreased $5.4 million, or 2.6%, as compared to the second quarter of fiscal 2020, primarily due to lower charges for professional fees and other business transformation initiatives. Corporate expenses in the first 26 weeks of fiscal 2021 decreased $21.1 million, or 5.2%, as compared to the first 26 weeks of fiscal 2020, primarily due to a reduction in pay-related costs associated with permanent headcount reductions made in the third and fourth quarters of fiscal 2020 in response to the COVID-19 pandemic. Lower charges for professional fees and other business transformation initiatives also contributed to the decrease. Corporate expenses, on an adjusted basis, increased $13.3 million, or 7.4%, and $8.3 million, or 2.4%, respectively, as compared to the second quarter and first 26 weeks of fiscal 2020. Higher investments in our business transformation contributed to the increase in Corporate expenses, on an adjusted basis in the second quarter and first 26 weeks of fiscal 2021.

Included in Corporate expenses are Certain Items that totaled $12.0 million and $24.0 million in the second quarter and first 26 weeks of fiscal 2021, respectively, as compared to $30.6 million and $53.4 million in the second quarter and first 26 weeks of fiscal 2020. Certain Items impacting the second quarter and first 26 weeks of fiscal 2021 and fiscal 2020 were primarily expenses associated with our business technology transformation initiatives.

Interest Expense

Interest expense increased $69.7 million and $133.1 million for the second quarter and first 26 weeks of fiscal 2021, respectively, as compared to the second quarter and first 26 weeks of fiscal 2020, primarily attributable to higher fixed debt volume, partially offset by lower floating interest rates.

Net Earnings

Net earnings decreased 82.4% and 66.1% in the second quarter and first 26 weeks of fiscal 2021, respectively, as compared to the second quarter and first 26 weeks of fiscal 2020, due primarily to the items noted above for operating income and interest expense, as well as items impacting our income taxes that are discussed in Note 11, “Income Taxes,” in the Notes to Consolidated Financial Statements in Item 1 of Part I.

Adjusted net earnings, excluding Certain Items, decreased 80.4% and 72.6% in the second quarter and first 26 weeks of fiscal 2021, respectively, primarily due to a significant decrease in sales volume, partially offset by a favorable tax expense compared to the prior year.

Earnings Per Share

Basic earnings per share in the second quarter of fiscal 2021 were $0.13, a 82.7% decrease from the comparable prior year period amount of $0.75 per share. Diluted earnings per share in the second quarter of fiscal 2021 were $0.13, a 82.4% decrease from the comparable prior year period amount of $0.74 per share. Adjusted diluted earnings per share, excluding

Certain Items, in the second quarter of fiscal 2021 were $0.17, a 80.0% decrease from the comparable prior year period amount of $0.85 per share. These results were primarily attributable to the factors discussed above related to net earnings in the second quarter of fiscal 2021.

Basic earnings per share in the first 26 weeks of fiscal 2021 were $0.56, a 65.9% decrease from the comparable prior year period amount of $1.64 per share. Diluted earnings per share in the first 26 weeks of fiscal 2021 were $0.56, a 65.4% decrease from the comparable prior year period amount of $1.62 per share. Adjusted diluted earnings per share, excluding Certain Items, in the first 26 weeks of fiscal 2021 were $0.51, a 72.1% decrease from the comparable prior year period amount of $1.83 per share. These results were primarily attributable to the factors discussed above related to net earnings in the first 26 weeks of fiscal 2021.

Non-GAAP Reconciliations


Sysco’s results of operations for fiscal 2021 and fiscal 2020 were impacted by restructuring and transformational project costs consisting of: (1) restructuring charges; (2) expenses associated with our various transformation initiatives; and (3) facility closure and severance charges. Sysco’s results for fiscal 2021 and fiscal 2020 were also impacted by intangible amortization expense related to the fiscal 2017 acquisition of Cucina Lux Investments Limited (the Brakes Acquisition). Additionally, our results for fiscal 2021 were impacted by the loss on the sale of Cake Corporation.

Fiscal 2021 results of operations were also positively impacted by the reduction of bad debt expense previously recognized in fiscal 2020 due to the unexpected impact of the COVID-19 pandemic on the collectability of our pre-pandemic trade receivable balances. Many of Sysco’s customers, including those in the restaurant, hospitality and education segments, are operating at a substantially reduced volume due to governmental requirements for closures or other social-distancing measures and a portion of Sysco’s customers are closed. Some of these customers ceased paying their outstanding receivables, creating uncertainty as to their collectability. We experienced an increase in past due receivables and recognized additional bad debt charges in the third and fourth quarters of fiscal 2020; however, collections have improved in fiscal 2021. We have estimated uncollectible amounts based on the current collection experience and by applying write-off percentages based on historical loss experience, including loss experience during times of local and regional disasters. The COVID-19 pandemic is more widespread and longer in duration than historical disasters impacting our business, and it is possible that actual uncollectible amounts will differ and additional charges may be required; however, if collections continue to improve, it is also possible that additional reductions in our bad debt reserve could occur. While Sysco traditionally incurs bad debt expense, the magnitude of such expenses and benefits, that we have experienced is not indicative of our normal operations. Our adjusted results have not been normalized in a manner that would exclude the full impact of the COVID-19 pandemic on our business. As such, Sysco has not adjusted its results for lost sales, inventory write-offs or other costs associated with the COVID-19 pandemic not previously stated.

The results of our foreign operations can be impacted due to changes in exchange rates applicable in converting local currencies to U.S. dollars. We measure our International Foodservice Operations results on a constant currency basis. Constant currency operating results are calculated by translating current-period local currency operating results with the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period. The constant currency impact on our adjusted International Foodservice Operations results are disclosed when the impact exceeds a defined threshold of greater than 1% on the growth metric. If the amount does not exceed this threshold, a disclosure will be made that the impact of the currency change was not significant.

Management believes that adjusting its operating expenses, operating income, net earnings and diluted earnings per share to remove these Certain Items and presenting its International Foodservice Operations results on a constant currency basis, provides an important perspective with respect to our underlying business trends and results and provides meaningful supplemental information to both management and investors that (1) is indicative of the performance of the company’s underlying operations, facilitating comparisons on a year-over-year basis and (2) removes those items that are difficult to predict and are often unanticipated and that, as a result, are difficult to include in analysts’ financial models and our investors’ expectations with any degree of specificity.

Although Sysco has a history of growth through acquisitions, the Brakes Group was significantly larger than the companies historically acquired by Sysco, with a proportionately greater impact on Sysco’s consolidated financial statements. Accordingly, Sysco is excluding from its non-GAAP financial measures for the relevant period the impact of acquisition-related intangible amortization specific to the Brakes Acquisition. We believe this approach significantly enhances the comparability of Sysco’s results for fiscal 2021 and fiscal 2020.

Set forth below is a reconciliation of sales, operating expenses, operating income, interest expense, other (income) expense, net earnings and diluted earnings per share to adjusted results for these measures for the periods presented. Individual components of diluted earnings per share may not add up to the total presented due to rounding. Adjusted diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.


	13-Week Period Ended Dec. 26, 2020		13-Week Period Ended Dec. 28, 2019		Change in Dollars		% Change
	(Dollars in thousands, except for per share data)












Operating expenses (GAAP)	$	1,886,396	$	2,275,906	$	(389,510)	(17.1)	%
Impact of restructuring and transformational project costs (1)	(34,160)		(57,105)		22,945		(40.2)
Impact of acquisition-related intangible amortization (2)	(18,125)		(17,312)		(813)		4.7
Impact of bad debt reserve adjustments (3)	30,271		—		30,271		NM

Operating expenses adjusted for Certain Items (Non-GAAP)	$	1,864,382	$	2,201,489	$	(337,107)	(15.3)	%

Operating income (GAAP)	$	212,062	$	552,493	$	(340,431)	(61.6)	%
Impact of restructuring and transformational project costs (1)	34,160		57,105		(22,945)		(40.2)
Impact of acquisition-related intangible amortization (2)	18,125		17,312		813		4.7
Impact of bad debt reserve adjustments (3)	(30,271)		—		(30,271)		NM

Operating income adjusted for Certain Items (Non-GAAP)	$	234,076	$	626,910	$	(392,834)	(62.7)	%














Net earnings (GAAP)	$	67,289	$	383,410	$	(316,121)	(82.4)	%
Impact of restructuring and transformational project costs (1)	34,160		57,105		(22,945)		(40.2)
Impact of acquisition-related intangible amortization (2)	18,125		17,312		813		4.7
Impact of bad debt reserve adjustments (3)	(30,271)		—		(30,271)		NM


Tax impact of restructuring and transformational project costs (4)	(10,666)		(15,372)		4,706		(30.6)
Tax impact of acquisition-related intangible amortization (4)	(5,850)		(4,658)		(1,192)		25.6

Tax impact of bad debt reserve adjustments (4)	13,071		—		13,071		NM





Net earnings adjusted for Certain Items (Non-GAAP)	$	85,858	$	437,797	$	(351,939)	(80.4)	%



Diluted earnings per share (GAAP)	$	0.13	$	0.74	$	(0.61)	(82.4)	%
Impact of restructuring and transformational project costs (1)	0.07		0.11		(0.04)		(36.4)
Impact of acquisition-related intangible amortization (2)	0.04		0.03		0.01		33.3
Impact of bad debt reserve adjustments (3)	(0.06)		—		(0.06)		NM


Tax impact of restructuring and transformational project costs (4)	(0.02)		(0.03)		0.01		(33.3)
Tax impact of acquisition-related intangible amortization (4)	(0.01)		(0.01)		—		0.0
Tax impact of bad debt reserve adjustments (4)	0.03		—		0.03		NM






Diluted EPS adjusted for Certain Items (Non-GAAP) (5)	$	0.17	$	0.85	$	(0.68)	(80.0)	%


(1)			Fiscal 2021 includes $22 million related to restructuring charges and $12 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy. Fiscal 2020 includes $34 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy and $23 million related to restructuring, facility closure and severance charges.
(2)			Represents intangible amortization expense from the Brakes Acquisition, which is included in the results of International Foodservice.
(3)			Represents the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(4)			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.
(5)			Individual components of diluted earnings per share may not add up to the total presented due to rounding. Total diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.
			NM represents that the percentage change is not meaningful.


	26-Week Period Ended Dec. 26, 2020		26-Week Period Ended Dec. 28, 2019		Change in Dollars		% Change
	(Dollars in thousands, except for share and per share data)






Operating expenses (GAAP)	$	3,686,662	$	4,550,958	$	(864,296)	(19.0)	%
Impact of restructuring and transformational project costs (1)	(60,124)		(113,827)		53,703		(47.2)
Impact of acquisition-related intangible amortization (2)	(35,880)		(34,222)		(1,658)		4.8
Impact of bad debt reserve adjustments (3)	128,899		—		128,899		NM

Operating expenses adjusted for Certain Items (Non-GAAP)	$	3,719,557	$	4,402,909	$	(683,352)	(15.5)	%

Operating income (GAAP)	$	631,641	$	1,220,811	$	(589,170)	(48.3)	%
Impact of restructuring and transformational project costs (1)	60,124		113,827		(53,703)		(47.2)
Impact of acquisition-related intangible amortization (2)	35,880		34,222		1,658		4.8

Impact of bad debt reserve adjustments (3)	(128,899)		—		(128,899)		NM
Operating income adjusted for Certain Items (Non-GAAP)	$	598,746	$	1,368,860	$	(770,114)	(56.3)	%

Other (income) expense (GAAP)	$	(1,432)	$	2,305	$	(3,737)	(162.1)	%
Impact of loss on sale of a business	(12,043)		—		(12,043)		NM

Other (income) expense (Non-GAAP)	$	(13,475)	$	2,305	$	(15,780)	NM










Net earnings (GAAP)	$	284,189	$	837,191	$	(553,002)	(66.1)	%
Impact of restructuring and transformational project costs (1)	60,124		113,827		(53,703)		(47.2)
Impact of acquisition-related intangible amortization (2)	35,880		34,222		1,658		4.8
Impact of bad debt reserve adjustments (3)	(128,899)		—		(128,899)		NM
Impact of loss on sale of a business	12,043		—		12,043		NM



Tax impact of restructuring and transformational project costs (4)	(16,586)		(29,294)		12,708		(43.4)
Tax impact of acquisition-related intangible amortization (4)	(9,898)		(8,807)		(1,091)		12.4

Tax impact of bad debt reserve adjustments (4)	35,559		—		35,559		NM
Tax impact of loss on sale of a business	(7,553)		—		(7,553)		NM
Impact of foreign tax rate change	(5,548)		924		(6,472)		NM
Net earnings adjusted for Certain Items (Non-GAAP)	$	259,311	$	948,063	$	(688,752)	(72.6)	%



Diluted earnings per share (GAAP)	$	0.56	$	1.62	$	(1.06)	(65.4)	%
Impact of restructuring and transformational project costs (1)	0.12		0.22		(0.10)		(45.5)
Impact of acquisition-related intangible amortization (2)	0.07		0.07		—		0.0
Impact of bad debt reserve adjustments (3)	(0.25)		—		(0.25)		NM
Impact of loss on sale of a business	0.02		—		0.02		NM
Tax impact of restructuring and transformational project costs (4)	(0.03)		(0.06)		0.03		(50.0)
Tax impact of acquisition-related intangible amortization (4)	(0.02)		(0.02)		—		0.0
Tax impact of bad debt reserve adjustments (4)	0.07		—		0.07		NM
Tax impact loss on sale of a business	(0.01)		—		(0.01)		NM
Tax impact of foreign tax rate change	(0.01)		—		(0.01)		NM
Diluted EPS adjusted for Certain Items (Non-GAAP) (5)	$	0.51	$	1.83	$	(1.32)	(72.1)	%


(1)			Fiscal 2021 includes $34 million related to restructuring, severance and facility closure charges, and $26 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy. Fiscal 2020 includes $62 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy, and $52 million related to severance, restructuring and facility closure charges.
(2)			Represents intangible amortization expense from the Brakes Acquisition, which is included in the results of International Foodservice.
(3)			Represents the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(4)			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.
(5)			Individual components of diluted earnings per share may not add up to the total presented due to rounding. Total diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.
			NM represents that the percentage change is not meaningful.

Set forth below is a reconciliation by segment of actual operating expenses and operating income to adjusted results for these measures for applicable segments and corporate for the periods presented (dollars in thousands):


	13-Week Period Ended Dec. 26, 2020			13-Week Period Ended Dec. 28, 2019			Change in Dollars		% Change
U.S. FOODSERVICE OPERATIONS




Operating expenses (GAAP)	$	1,074,071		$	1,344,103		$	(270,032)	(20.1)	%
Impact of restructuring and transformational project costs (1)	(1,784)			(3,679)			1,895		(51.5)
Impact of bad debt reserve adjustments (2)	15,239			—			15,239		NM

Operating expenses adjusted for Certain Items (Non-GAAP)	$	1,087,526		$	1,340,424		$	(252,898)	(18.9)	%

Operating income (GAAP)	$	485,251		$	704,801		$	(219,550)	(31.2)	%
Impact of restructuring and transformational project costs (1)	1,784			3,679			(1,895)		(51.5)
Impact of bad debt reserve adjustments (2)	(15,239)			—			(15,239)		NM

Operating income adjusted for Certain Items (Non-GAAP)	$	471,796		$	708,480		$	(236,684)	(33.4)	%

INTERNATIONAL FOODSERVICE OPERATIONS
Sales (GAAP)	$	1,967,789		$	2,890,053		$	(922,264)	(31.9)	%
Impact of currency fluctuations (3)	(53,402)			—			(53,402)		1.8
Comparable sales using a constant currency basis (Non-GAAP)	$	1,914,387		$	2,890,053		$	(975,666)	(33.8)	%

Gross Profit (GAAP)	$	373,840		$	586,039		$	(212,199)	(36.2)	%
Impact of currency fluctuations (3)	(11,458)			—			(11,458)		2.0
Comparable gross profit using a constant currency basis (Non-GAAP)	$	362,382		$	586,039		$	(223,657)	(38.2)	%

Gross Margin (GAAP)	19.00		%	20.28		%			-128 bps
Impact of currency fluctuations (3)	0.07			—					7 bps
Comparable gross margin using a constant currency basis (Non-GAAP)	18.93		%	20.28		%			-135 bps

Operating expenses (GAAP)	$	453,789		$	551,158		$	(97,369)	(17.7)	%
Impact of restructuring and transformational project costs (4)	(20,405)			(21,850)			1,445		(6.6)
Impact of acquisition-related intangible amortization (5)	(18,125)			(17,312)			(813)		4.7
Impact of bad debt reserve adjustments (2)	13,797			—			13,797		NM
Operating expenses adjusted for Certain Items (Non-GAAP)	429,056			511,996			(82,940)		(16.2)
Impact of currency fluctuations (3)	(15,123)			—			(15,123)		3.0
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	413,933		$	511,996		$	(98,063)	(19.2)	%

Operating (loss) income (GAAP)	$	(79,949)		$	34,881		$	(114,830)	NM
Impact of restructuring and transformational project costs (4)	20,405			21,850			(1,445)		(6.6)
Impact of acquisition-related intangible amortization (5)	18,125			17,312			813		4.7
Impact of bad debt reserve adjustments (2)	(13,797)			—			(13,797)		NM
Operating (loss) income adjusted for Certain Items (Non-GAAP)	(55,216)			74,043			(129,259)		(174.6)
Impact of currency fluctuations (3)	3,665			—			3,665		(4.9)
Comparable operating (loss) income adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	(51,551)		$	74,043		$	(125,594)	(169.6)	%


SYGMA





Operating expenses (GAAP)	$	117,971	$	114,378	$	3,593	3.1	%
Impact of restructuring and transformational project costs (1)	6		(956)		962		(100.6)

Operating expenses adjusted for Certain Items (Non-GAAP)	$	117,977	$	113,422	$	4,555	4.0	%

Operating income (GAAP)	$	11,328	$	9,861	$	1,467	14.9	%
Impact of restructuring and transformational project costs (1)	(6)		956		(962)		(100.6)

Operating income adjusted for Certain Items (Non-GAAP)	$	11,322	$	10,817	$	505	4.7	%

OTHER




Operating expenses (GAAP)	$	36,785	$	57,104	$	(20,319)	(35.6)	%

Impact of bad debt reserve adjustments (2)	1,234		—		1,234		NM
Operating expenses adjusted for Certain Items (Non-GAAP)	$	38,019	$	57,104	$	(19,085)	(33.4)	%

Operating (loss) income (GAAP)	$	(1,018)	$	9,403	$	(10,421)	(110.8)	%

Impact of bad debt reserve adjustments (2)	(1,234)		—		(1,234)		NM
Operating (loss) income adjusted for Certain Items (Non-GAAP)	$	(2,252)	$	9,403	$	(11,655)	(123.9)	%

CORPORATE


Operating expenses (GAAP)	$	203,780	$	209,163	$	(5,383)	(2.6)	%
Impact of restructuring and transformational project costs (6)	(11,977)		(30,620)		18,643		(60.9)


Operating expenses adjusted for Certain Items (Non-GAAP)	$	191,803	$	178,543	$	13,260	7.4	%

Operating loss (GAAP)	$	(203,550)	$	(206,453)	$	2,903	(1.4)	%
Impact of restructuring and transformational project costs (6)	11,977		30,620		(18,643)		(60.9)


Operating loss adjusted for Certain Items (Non-GAAP)	$	(191,573)	$	(175,833)	$	(15,740)	9.0	%



(1)			Includes charges related to restructuring and business transformation projects.
(2)			Represents the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(3)			Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on current year results.
(4)			Includes restructuring, severance and facility closure costs primarily in Europe.
(5)			Represents intangible amortization expense from the Brakes Acquisition.

(6)			Includes various transformation initiative costs, primarily consisting of changes to our business technology strategy.


			NM represents that the percentage change is not meaningful.


	26-Week Period Ended Dec. 26, 2020			26-Week Period Ended Dec. 28, 2019			Change in Dollars		% Change
U.S. FOODSERVICE OPERATIONS




Operating expenses (GAAP)	$	2,085,369		$	2,695,371		$	(610,002)	(22.6)	%
Impact of restructuring and transformational project costs (1)	(2,724)			(7,805)			5,081		(65.1)
Impact of bad debt reserve adjustments (2)	101,556			—			101,556		NM
Operating expenses adjusted for Certain Items (Non-GAAP)	$	2,184,201		$	2,687,566		$	(503,365)	(18.7)	%

Operating income (GAAP)	$	1,073,660		$	1,498,420		$	(424,760)	(28.3)	%
Impact of restructuring and transformational project costs (1)	2,724			7,805			(5,081)		(65.1)
Impact of bad debt reserve adjustments (2)	(101,556)			—			(101,556)		NM
Operating income adjusted for Certain Items (Non-GAAP)	$	974,828		$	1,506,225		$	(531,397)	(35.3)	%

INTERNATIONAL FOODSERVICE OPERATIONS
Sales (GAAP)	$	4,131,482		$	5,802,441		$	(1,670,959)	(28.8)	%
Impact of currency fluctuations (3)	(94,042)			—			(94,042)		1.6

Comparable sales using a constant currency basis (Non-GAAP)	$	4,037,440		$	5,802,441		$	(1,765,001)	(30.4)	%

Gross Profit (GAAP)	$	824,238		$	1,191,224		$	(366,986)	(30.8)	%
Impact of currency fluctuations (3)	(22,971)			—			(22,971)		1.9

Comparable gross profit using a constant currency basis (Non-GAAP)	$	801,267		$	1,191,224		$	(389,957)	(32.7)	%

Gross Margin (GAAP)	19.95		%	20.53		%			-58 bps
Impact of currency fluctuations (3)	0.10			—					10 bps

Comparable gross margin using a constant currency basis (Non-GAAP)	19.85		%	20.53		%			-68 bps

Operating expenses (GAAP)	$	904,724		$	1,101,543		$	(196,819)	(17.9)	%
Impact of restructuring and transformational project costs (4)	(33,398)			(49,122)			15,724		(32.0)
Impact of acquisition-related intangible amortization (5)	(35,880)			(34,222)			(1,658)		4.8
Impact of bad debt reserve adjustments (2)	25,227			—			25,227		NM

Operating expenses adjusted for Certain Items (Non-GAAP)	860,673			1,018,199			(157,526)		(15.5)
Impact of currency fluctuations (3)	(27,452)			—			(27,452)		2.7

Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	833,221		$	1,018,199		$	(184,978)	(18.2)	%

Operating (loss) income (GAAP)	$	(80,486)		$	89,681		$	(170,167)	(189.7)	%
Impact of restructuring and transformational project costs (4)	33,398			49,122			(15,724)		(32.0)
Impact of acquisition-related intangible amortization (5)	35,880			34,222			1,658		4.8
Impact of bad debt reserve adjustments (2)	(25,227)			—			(25,227)		NM

Operating (loss) income adjusted for Certain Items (Non-GAAP)	(36,435)			173,025			(209,460)		(121.1)
Impact of currency fluctuations (3)	4,481			—			4,481		(2.6)

Comparable operating (loss) income adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	(31,954)		$	173,025		$	(204,979)	(118.5)	%

SYGMA



Operating expenses (GAAP)	$	237,820		$	232,726		$	5,094	2.2	%


Impact of restructuring and transformational project costs (1)	(7)		(3,540)		3,533		(99.8)	%

Operating expenses adjusted for Certain Items (Non-GAAP)	$	237,813	$	229,186	$	8,627	3.8	%

Operating income (GAAP)	$	23,020	$	17,431	$	5,589	32.1	%
Impact of restructuring and transformational project costs (1)	7		3,540		(3,533)		(99.8)	%

Operating income adjusted for Certain Items (Non-GAAP)	$	23,027	$	20,971	$	2,056	9.8	%

OTHER




Operating expenses (GAAP)	$	77,220	$	118,711	$	(41,491)	(35.0)	%
Impact of bad debt reserve adjustments (2)	2,116		—		2,116		NM
Operating expenses adjusted for Certain Items (Non-GAAP)	$	79,336	$	118,711	$	(39,375)	(33.2)	%

Operating (loss) income (GAAP)	$	(1,023)	$	19,540	$	(20,563)	(105.2)	%
Impact of bad debt reserve adjustments (2)	(2,116)		—		(2,116)		—
Operating (loss) income adjusted for Certain Items (Non-GAAP)	$	(3,139)	$	19,540	$	(22,679)	(116.1)	%

CORPORATE


Operating expenses (GAAP)	$	381,529	$	402,607	$	(21,078)	(5.2)	%
Impact of restructuring and transformational project costs (6)	(23,995)		(53,360)		29,365		(55.0)

Operating expenses adjusted for Certain Items (Non-GAAP)	$	357,534	$	349,247	$	8,287	2.4	%

Operating loss (GAAP)	$	(383,530)	$	(404,261)	$	20,731	(5.1)	%
Impact of restructuring and transformational project costs (6)	23,995		53,360		(29,365)		(55.0)

Operating loss adjusted for Certain Items (Non-GAAP)	$	(359,535)	$	(350,901)	$	(8,634)	2.5	%


(1)			Includes charges related to restructuring and business transformation projects.
(2)			Represents the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(3)			Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on current year results.
(4)			Includes restructuring, severance and facility closure costs primarily in Europe.
(5)			Represents intangible amortization expense from the Brakes Acquisition.

(6)			Includes various transformation initiative costs, primarily consisting of changes to our business technology strategy.


			NM represents that the percentage change is not meaningful.

Liquidity and Capital Resources

Highlights

Below are comparisons of the cash flows from the first 26 weeks of fiscal 2021 to the first 26 weeks of fiscal 2020:

•Cash flows from operations were $936.7 million in fiscal 2021, compared to $754.5 million in fiscal 2020;

•Net capital expenditures totaled $148.4 million in fiscal 2021, compared to $383.1 million in fiscal 2020;

•Free cash flow was $788.2 million in fiscal 2021, compared to free cash flow of $371.4 million in fiscal 2020 (see below under the heading “Free Cash Flow” for an explanation of this non-GAAP financial measure);

•There were $6.5 million of net bank borrowings in fiscal 2021, compared to $721.4 million of commercial paper issuances and net bank borrowings in fiscal 2020;

•Dividends paid were $458.7 million in fiscal 2021, compared to $399.1 million in fiscal 2020; and

•There were no stock repurchases in fiscal 2021. Cash paid for stock repurchases was $630.4 million in fiscal 2020.

We redeemed senior notes in the amount of $750.0 million in fiscal 2021 using cash flow from operations.

In response to the COVID-19 pandemic and its impact on our working capital, as well as the uncertainty regarding our ability to generate cash flow in the near term, we took steps to increase our liquidity in the second half of fiscal 2020 including the issuance of senior notes, borrowings under our long-term revolving credit facility and borrowings under our U.K. commercial paper program. As of December 26, 2020, there were $700.0 million and £600.0 million in borrowings outstanding under our long-term revolving credit facility and the U.K. commercial paper program, respectively. In the fourth quarter of fiscal 2020, we entered into an amendment to our long-term revolving credit facility, which requires us to suspend share repurchases and dividend increases through fiscal 2021. As of January 23, 2021, the company had approximately $7.8 billion in cash and available liquidity.

Sources and Uses of Cash

Sysco’s strategic objectives include continuous investment in our business; these investments are funded by a combination of cash from operations and access to capital from financial markets. Our operations historically have produced significant cash flow. Cash generated from operations is generally allocated to:

•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;

•debt repayments; and

•share repurchases, which are currently suspended.

Any remaining cash generated from operations or excess borrowings are invested in high-quality, short-term instruments. As a part of our ongoing strategic analysis, we regularly evaluate business opportunities, including potential acquisitions and sales of assets and businesses, and our overall capital structure. Any transactions resulting from these evaluations may materially impact our liquidity, borrowing capacity, leverage ratios and capital availability.

We continue to be in a strong financial position based on our balance sheet and operating cash flows; however, our liquidity and capital resources can be influenced by economic trends and conditions that impact our results of operations. We believe our mechanisms to manage working capital, such as actively working with customers to receive payments on receivables, optimizing inventory levels and maximizing payment terms with vendors, have been sufficient to limit a significant unfavorable impact on our cash flows from operations. We believe these mechanisms will continue to prevent a significant unfavorable impact on our cash flows from operations.

As of December 26, 2020, we had $5.8 billion in cash and cash equivalents, approximately 20% of which was held by our international subsidiaries and generated from our earnings from international operations. If the cash and cash equivalents attributable to our earnings were to be transferred among countries or repatriated to the U.S., such amounts may become subject to withholding and additional foreign tax obligations. Additionally, Sysco Corporation has provided intercompany loans to certain of its international subsidiaries, and when interest and principal payments are made, some of this cash will be transferred to the U.S.

Our wholly owned captive insurance subsidiary (the Captive), must maintain a sufficient level of liquidity to fund future reserve payments. As of December 26, 2020, the Captive held $131.0 million of fixed income marketable securities and $22.5 million of restricted cash and restricted cash equivalents in a restricted investment portfolio in order to meet solvency requirements. We purchased $36.1 million in marketable securities in the first 26 weeks of fiscal 2021 and received $20.8 million in proceeds from the sale of marketable securities in that period.

We believe the following sources will be sufficient to meet our anticipated cash requirements for more than the next twelve months, while maintaining sufficient liquidity for normal operating purposes:

•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.

Due to our strong financial position, we believe that we will continue to be able to effectively access the commercial paper market and long-term capital markets, if necessary.

Cash Flows

Operating Activities

We generated $936.7 million in cash flows from operations in the first 26 weeks of fiscal 2021, compared to cash flows of $754.5 million in the first 26 weeks of fiscal 2020. These amounts include year-over-year favorable comparisons on working capital, partially offset by lower operating results and an unfavorable comparison on accrued income taxes.

Changes in working capital had a positive impact of $946.0 million on cash flow from operations period-over-period. There were favorable comparisons on accounts payable, inventories, and accounts receivable. Accounts payable has increased, primarily due to supplier term extensions. Both accounts receivable and inventory balances have increased during the first 26 weeks of fiscal 2021 as our business recovery continues. The favorable comparison in cash flows from accounts receivables is primarily due to faster than anticipated collections on our pre-pandemic accounts receivables and adhering to tighter terms on new sales to certain customers. In the first 26 weeks of fiscal 2021, we recorded a net credit to the provision for losses on receivables totaling $94.2 million, which reflects a benefit on the reduction of our allowance for pre-pandemic receivable balances, as collection rates have exceeded the company’s expectations. We continue to work with our customers to collect past due balances, including through the use of payment plans. We have also discontinued charging interest on past due balances. We are beginning to make investments in inventory to position the right products, in the right locations, in preparation for the expected business recovery.

Income taxes negatively impacted cash flow from operations, as estimate payments were made in the second quarter of fiscal 2021. Tax payments in the first 26 weeks of fiscal 2021 were higher than in the first 26 weeks of fiscal 2020 due to relief provided in connection with the impact of Tropical Storm Imelda in prior year.

Other long-term liabilities include benefits provided in the provisions of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) in the first 26 weeks of fiscal 2021, as we have deferred U.S. social security tax to future fiscal years, which has favorably impacted our cash flows from operations.

Investing Activities

Our capital expenditures in the first 26 weeks of fiscal 2021 primarily consisted of technology equipment, warehouse equipment, and fleet. Our capital expenditures in the first 26 weeks of fiscal 2021 were lower by $229.4 million, as compared to

the first 26 weeks of fiscal 2020, primarily because we eliminated capital projects not urgently needed for our business and targeted investments in order to preserve our liquidity in response to the COVID-19 crisis.

During the first 26 weeks of fiscal 2020, we paid $142.8 million, net of cash acquired, for acquisitions.

Free Cash Flow

Our free cash flow for the first 26 weeks of fiscal 2021 increased by $416.9 million, to $788.2 million, as compared to the first 26 weeks of fiscal 2020, principally as a result of year-over-year decreased capital expenditures and an increase in cash flows from operations.

Free cash flow should not be used as a substitute for the most comparable GAAP measure in assessing the company’s liquidity for the periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Key Performance Indicators” contained in our fiscal 2020 Form 10-K for discussions around this non-GAAP performance metric. In the table that follows, free cash flow for each period presented is reconciled to net cash provided by operating activities.


	26-Week Period Ended Dec. 26, 2020		26-Week Period Ended Dec. 28, 2019
	(In thousands)
Net cash provided by operating activities (GAAP)	$	936,678	$	754,469
Additions to plant and equipment	(163,944)		(393,379)
Proceeds from sales of plant and equipment	15,510		10,293
Free Cash Flow (Non-GAAP)	$	788,244	$	371,383

Financing Activities

Equity Transactions

Proceeds from exercises of share-based compensation awards were $66.6 million in the first 26 weeks of fiscal 2021, as compared to $141.7 million in the first 26 weeks of fiscal 2020. The level of option exercises, and thus proceeds, will vary from period to period and is largely dependent on movements in our stock price and the time remaining before option grants expire.

Dividends paid in the first 26 weeks of fiscal 2021 were $458.7 million, or $0.90 per share, as compared to $399.1 million, or $0.78 per share, in the first 26 weeks of fiscal 2020. In November 2020, we declared our regular quarterly dividend for the second quarter of fiscal 2021 of $0.45 per share, which was paid in January 2021. Although we expect to continue making quarterly dividend payments, we do not expect to continue to grow our dividend in fiscal 2021.

Debt Activity and Borrowing Availability

Our debt activity, including issuances and repayments, and our borrowing availability is described in Note 7, “Debt,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q. Our outstanding borrowings at December 26, 2020, and repayment activity since the close of the second quarter of fiscal 2021, are disclosed within that note. Updated amounts through January 15, 2021, include:

•$700.0 million outstanding from the credit facility supporting our commercial paper program;

•No outstanding borrowings from our U.S. commercial paper program; and

•£600.0 million outstanding from our U.K. commercial paper programs.

During the first 26 weeks of fiscal 2021 and fiscal 2020, our aggregate commercial paper issuances and short-term bank borrowings had weighted average interest rates of 0.51% and 2.09%, respectively.

In the next 12 months, our £600.0 million U.K. commercial paper program and $500.0 million of long-term debt will mature. We expect to fund these repayments with a combination of cash flow from operations and cash on hand.

The availability of financing in the form of debt is influenced by many factors, including our profitability, free cash flows, debt levels, credit ratings, debt covenants and economic and market conditions. For example, a significant downgrade in our credit ratings or adverse conditions in the capital markets may increase the cost of borrowing for us or limit our access to capital. To date, we have not experienced difficulty accessing the credit markets. As of January 23, 2021, the company had approximately $7.8 billion in cash and available liquidity; and we believe this amount would be sufficient to sustain our operations for an extended period, including through an impact much worse than we are currently experiencing or expecting.

Guarantor Summarized Financial Information

On January 19, 2011, the wholly owned U.S. Broadline subsidiaries of Sysco Corporation, which distribute a full line of food products and a wide variety of non-food products, at that time entered into full and unconditional guarantees of all outstanding senior notes and debentures of Sysco Corporation. All subsequent issuances of senior notes and debentures in the U.S. and borrowings under the company’s $2.0 billion long-term revolving credit facility have also been guaranteed by these subsidiaries. As of December 26, 2020, Sysco had a total of $12.5 billion in senior notes, debentures and borrowings under the long-term revolving credit facility that were guaranteed by these subsidiary guarantors. Our remaining consolidated subsidiaries (non-guarantor subsidiaries) are not obligated under the senior notes indenture, debentures indenture or our long-term revolving credit facility.

All subsidiary guarantors are 100% owned by the parent company, all guarantees are full and unconditional, and all guarantees are joint and several. The guarantees rank equally and ratably in right of payment with all other existing and future unsecured and unsubordinated indebtedness of the respective guarantors. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” contained in our fiscal 2020 Form 10-K for additional information regarding the terms of the guarantees.

Basis of Preparation of the Summarized Financial Information

The following tables include summarized financial information of Sysco Corporation (issuer), and certain wholly owned U.S. Broadline subsidiaries (guarantors) (together, the obligor group). The summarized financial information of the obligor group is presented on a combined basis with intercompany balances and transactions between entities in the obligor group eliminated. Investments in and equity in the earnings of our non-guarantor subsidiaries, which are not members of the obligor group, have been excluded from the summarized financial information.

The obligor group’s amounts due to, amounts due from and transactions with non-guarantor subsidiaries have been presented in separate line items, if they are material to the obligor financials.


Combined Parent and Guarantor Subsidiaries Summarized Balance Sheet	Dec. 26, 2020		Jun. 27, 2020
	(In thousands)
ASSETS
Receivables due from non-obligor subsidiaries	$	96,596	$	133,195
Current assets	8,004,804		8,644,084
Total current assets	$	8,101,400	$	8,777,279
Notes receivable from non-obligor subsidiaries	$	83,482	$	671,500
Other noncurrent assets	3,867,458		4,036,312
Total noncurrent assets	$	3,950,940	$	4,707,812

LIABILITIES
Payables due to non-obligor subsidiaries	$	36,212	$	48,923
Other current liabilities	1,946,408		2,200,422
Total current liabilities	$	1,982,620	$	2,249,345
Notes payable to non-obligor subsidiaries	$	196,097	$	233,158
Long-term debt	12,021,840		12,478,453
Other noncurrent liabilities	1,278,574		1,356,781
Total noncurrent liabilities	$	13,496,511	$	14,068,392


Combined Parent and Guarantor Subsidiaries Summarized Results of Operations		26-Week Period Ended Dec. 26, 2020
	(In thousands)
Sales		$	14,616,325
Gross profit		2,786,667
Operating income		754,571
Interest expense from non-obligor subsidiaries		26,671
Net earnings		403,186

Critical Accounting Policies and Estimates

Critical accounting policies and estimates are those that are most important to the portrayal of our financial position and results of operations. These policies require our most subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. We have reviewed with the Audit Committee of the Board of Directors the development and selection of the critical accounting policies and estimates and this related disclosure. Our most critical accounting policies and estimates pertain to goodwill and intangible assets, allowance for doubtful accounts, income taxes, share-based compensation and the company-sponsored pension plans, which are described in Item 7 of our fiscal 2020 Form 10-K.

Forward-Looking Statements

Certain statements made herein that look forward in time or express management’s expectations or beliefs with respect to the occurrence of future events are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” “projected,” “continues,” “continuously,” variations of such terms, and similar terms and phrases denoting anticipated or expected occurrences or results. Examples of forward-looking statements include, but are not limited to, statements about:

•the effect, impact, potential duration or other implications of the COVID-19 pandemic and any expectations we may have with respect thereto, including our ability to withstand the crisis;

•the expected extent and duration of lockdowns in Europe during fiscal 2021;

•expectations regarding the impact of cost-saving measures undertaken in response to the COVID-19 pandemic;

•expectations regarding our business and the economic recovery generally as the COVID-19 pandemic subsides, including beliefs regarding future customer activity and the timing of the recovery;

•our expectations regarding the impact of the COVID-19 pandemic on our mix of earnings by jurisdiction;

•our anticipated hiring of new employees in preparation for the expected business recovery, and the expected impact on operating expenses in the third quarter of fiscal 2021;

•our expectations regarding our results for the third quarter of fiscal 2021;

•our belief that the tightening or loosening of restrictions on customers will continue to be the primary driver of the pace of business recovery until vaccines are available;

•our belief that our new customer additions will enable Sysco to recover faster than the market as economic conditions improve;

•our expectations regarding the ability of our supply chain and facilities to remain in place and operational;

•our plans regarding our transformation initiatives, including acceleration of our work across our customer-facing tools and technology, sales transformation and the regionalization of our operations in the U.S., and the expected effects, returns and benefits from such initiatives;

•our belief that we will continue to experience risk in fiscal 2021 relating to uncollectible accounts, our expectations regarding the level of uncollectible accounts and bad debt reserves, and our expectations regarding the timing of our collection of the unreserved balance of accounts receivable held prior to the onset of the COVID-19 crisis;

•our belief that our actions undertaken to receive payments on receivables will help to partially affect the unfavorable impact of the COVID-19 pandemic;

•our belief that our available liquidity would be sufficient to sustain our operations for an extended period, including through an impact much worse than we are currently experiencing or expecting;

•estimates regarding the outcome of legal proceedings;

•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 that our divestitures in the first and third quarters of fiscal 2021 will facilitate our efforts to prioritize our focus and investments on our core business;

•our belief that the increase in customer orders through Sysco Shop is a direct result of the improvements we are making to the platform;

•our intent to implement our new pricing software across the U.S. in calendar year 2021;

•our belief in our strong financial position;

•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;

•our expectations regarding our effective tax rate for the remainder of fiscal 2021;

•our expectations regarding the amount of the unrecognized tax benefit with respect to certain of the company’s unrecognized tax positions;

•our expectations regarding the recognition of compensation costs related to share-based compensation arrangements;

•the sufficiency of our mechanisms for managing working capital and competitive pressures, and our beliefs regarding the impact of these mechanisms and their effectiveness in preventing a significant unfavorable impact on our cash flows from operations;

•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 expectations regarding the payment of dividends, and the growth of our dividend, in the future;

•our expectations regarding future activity under our share repurchase program;

•future compliance with the covenants under our revolving credit facility;

•our ability to effectively access the commercial paper market and long-term capital markets; and

•our intention to repay our U.K. commercial paper program and long-term debt with a combination of cash flow from operations and cash on hand.

These statements are based on management’s current expectations and estimates; actual results may differ materially due in part to the risk factors set forth below, those within Part II, Item 1A of this document and those discussed in Item 1A of our fiscal 2020 Form 10-K:

•the impact and effects of public health crises, pandemics and epidemics, such as the recent outbreak of COVID-19, and the adverse impact thereof on our business, financial condition and results of operations, including, but not limited to, our growth, product costs, supply chain, labor availability, logistical capabilities, customer demand for our products and industry demand generally, consumer spending, our liquidity, the price of our securities and trading markets with respect thereto, our ability to access capital markets, and the global economy and financial markets generally;

•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 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 divestiture of one or more of our businesses may not provide the anticipated effects on our operations;

•the risk that the U.K.’s exit from the European Union (EU) on January 31, 2020, 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 EU 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.

For a more detailed discussion of factors that could cause actual results to differ from those contained in the forward-looking statements, see the risk factors discussion contained in Item 1A of our fiscal 2020 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our market risks consist of interest rate risk, foreign currency exchange rate risk, fuel price risk and investment risk. For a discussion on our exposure to market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risks” in our fiscal 2020 Form 10-K and the risk factor discussion contained in Part II, Item 1A of this report. There have been no significant changes to our market risks since June 27, 2020, except as noted below.

Interest Rate Risk

At December 26, 2020, there were no commercial paper issuances outstanding under our U.S. commercial paper program, and we had £600.0 million outstanding under our U.K. commercial paper program. Total debt as of December 26, 2020 was $13.8 billion, of which approximately 83% was at fixed rates of interest, including the impact of our interest rate swap agreements.

Fuel Price Risk

Due to the nature of our distribution business, we are exposed to potential volatility in fuel prices. The price and availability of diesel fuel fluctuates due to changes in production, seasonality and other market factors generally outside of our control. Increased fuel costs may have a negative impact on our results of operations in three areas. First, the high cost of fuel can negatively impact consumer confidence and discretionary spending and thus reduce the frequency and amount spent by consumers for food-away-from-home purchases. Second, the high cost of fuel can increase the price we pay for product purchases and we may not be able to pass these costs fully to our customers. Third, increased fuel costs impact the costs we incur to deliver product to our customers. Fuel costs related to outbound deliveries represented approximately 0.5% of sales during the first 26 weeks of fiscal 2021 and fiscal 2020.

Our activities to mitigate fuel costs include routing optimization with the goal of reducing miles driven, improving fleet utilization by adjusting idling time and maximum speeds and using fuel surcharges that primarily track with the change in market prices of fuel. We use diesel fuel swap contracts to fix the price of a portion of our projected monthly diesel fuel requirements. As of December 26, 2020, we had diesel fuel swaps with a total notional amount of approximately 33 million gallons through December 2021. These swaps are expected to lock in the price of approximately 65% of our projected fuel purchase needs for fiscal 2021. Additional swaps have been entered into for hedging activity in fiscal 2022. As of December 26, 2020, we had diesel fuel swaps with a total notional amount of approximately 11 million gallons specific to fiscal 2022. Our remaining fuel purchase needs will occur at market rates unless contracted for a fixed price or hedged at a later date.

Item 4. Controls and Procedures

Sysco’s management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 26, 2020. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Sysco’s disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives. Based on the evaluation of our disclosure controls and procedures as

of December 26, 2020, our chief executive officer and chief financial officer concluded that, as of such date, Sysco’s disclosure controls and procedures were effective at the reasonable assurance level.

There have been no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fiscal quarter ended December 26, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Environmental Matters

Item 103 of SEC Regulation S-K requires disclosure of certain environmental matters in which a governmental authority is a party to the proceedings and when such proceedings involve the potential for monetary sanctions that Sysco’s management reasonably believes will exceed a specified threshold. Pursuant to recent SEC amendments to this item, Sysco has chosen a reporting threshold for such proceedings of $1 million. Applying this threshold, there are no environmental matters to disclose for this period.

Item 1A. Risk Factors

Except as provided below, there were no material changes from the risk factors disclosed in Item 1A of our fiscal 2020 Form 10-K.

Industry and General Economic Risks

Global health developments and economic uncertainty resulting from the COVID-19 pandemic have adversely affected, and are expected to continue to adversely affect, our business, financial condition and results of operations.

Public health crises, pandemics and epidemics, such as the COVID-19 pandemic, have impacted our operations directly and are expected to continue to impact us directly, or may continue to disrupt the operations of our business partners, suppliers and customers in ways that could have an adverse effect on our business, results of operations and financial condition. Fear of such events may further alter consumer confidence, behavior and spending patterns, and could adversely affect the economies and financial markets of many countries (or globally), resulting in an economic downturn that could affect customers’ demand for our products.

In response to the outbreak of COVID-19 and its development into a pandemic, governmental authorities in many countries in which we operate, and in which our customers are present and suppliers operate, have imposed mandatory closures, sought voluntary closures and imposed restrictions on, or advisories with respect to, travel, business operations and public gatherings or interactions. Among other matters, these actions have required or strongly urged various venues where foodservice products are served, including restaurants, schools, hotels and cruise liners, to reduce or discontinue operations, which have adversely affected and will continue to adversely affect demand in the foodservice industry, including demand for our products and services. In addition, some consumers are choosing to stay home due to the perceived risk of infection and health risk associated with COVID-19, which is adversely affecting demand in the foodservice industry, including demand for our products and services.

These events have had, and could continue to have, an adverse impact on numerous aspects of our business, financial condition and results of operations including, but not limited to, our growth, product costs, supply chain disruptions and the potential for inventory spoilage, labor shortages, logistics constraints, customer demand for our products and industry demand generally, difficulties in collecting our accounts receivables and corresponding increases in our bad debt exposure, consumer spending, our liquidity, the price of our securities and trading markets with respect thereto, our ability to access capital markets, and the global economy and financial markets generally. A prolonged or deeper economic downturn that adversely affects our business, financial condition or results of operations could affect our ability to access the credit markets for additional liquidity. A significant downgrade in our credit ratings or adverse conditions in the capital markets may increase the cost of borrowing for us or limit our access to capital. As a result, we may be unable to continue to comply with the debt covenants that are specific to our revolving credit facility, which could result in an event of default. We may see an increase in bankruptcies of customers, which could contribute to an increase in bad debt expense recorded in fiscal 2021. In the first 26 weeks of fiscal 2021, Sysco recognized a net $94.2 million benefit on its provision for losses on receivables. In the third and fourth quarters of fiscal 2020, the company experienced an increase in past due receivables and recognized additional bad debt charges on its trade receivables that were outstanding at the time the pandemic caused closures among our customers in mid-March 2020. These receivables were all created in fiscal 2020 and are referred to as pre-pandemic receivables. In the first 26 weeks of fiscal 2021, collections of the company’s pre-pandemic receivables have improved, and its reserve for doubtful accounts has been reduced accordingly, resulting in a $128.9 million benefit. Additional reserves of $34.7 million were recorded in the first 26 weeks of fiscal 2021 for receivables relating to periods beginning after the onset of the COVID-19 pandemic.

We have implemented employee safety measures, based on guidance from the Centers for Disease Control and Prevention and World Health Organization, across all our supply chain facilities, including proper hygiene, social distancing, mask use, and temperature screenings. These measures may not be sufficient to prevent the spread of COVID-19 among our employees. Illness, travel restrictions, absenteeism, or other workforce disruptions could negatively affect our supply chain, distribution, or other business processes. We may face additional production disruptions in the future, which may place constraints on our ability to distribute products in a timely manner or may increase our costs.

The ultimate extent of the impact of COVID-19 on our business, financial condition and results of operations will depend largely on future developments, including the duration and spread of the outbreak within the U.S. and Europe and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted with certainty at this time. Even after the COVID-19 pandemic subsides, we could experience a longer-term impact on our business, such as costs associated with enhanced health, safety and hygiene requirements in one or more regions in attempts to counteract future outbreaks or the possibility that venues where foodservice products are served are slow to reopen and/or experience reduced customer traffic after reopening.

The impact of the COVID-19 pandemic may change our mix of earnings by jurisdiction and has increased the risk that operating losses may occur within certain of our jurisdictions that could lead to the recognition of valuation allowances against certain deferred tax assets in the future, if these losses are prolonged beyond our current expectations. This would negatively impact our income tax expense, net earnings, and balance sheet.

Sustained adverse impacts to our company, certain suppliers, and customers may also affect our future valuation of certain assets, and therefore, may increase the likelihood of an impairment charge, write-off, or reserve associated with such assets, including goodwill, long-lived intangible assets, property and equipment, inventories, accounts receivable, tax assets and other assets.

To the extent the COVID-19 pandemic continues to adversely affect our business, results of operations and financial condition, it may also have the effect of heightening many of the other risks described in our Annual Report on Form 10-K and subsequent filings with the SEC, such as those risks relating to our level of indebtedness, and may have an adverse effect on the price of our common stock.

Economic and political instability and potential unfavorable changes in laws and regulations in international markets could adversely affect our results of operations and financial condition.

Our international operations subject us to certain risks, including economic and political instability and potential unfavorable changes in laws and regulations in international markets in which we operate. For example, the U.K.’s exit from the EU, which occurred on January 31, 2020 (commonly referred to as “Brexit”), and the resulting significant change to the U.K.’s relationship with the EU and with countries outside the EU (and the laws, regulations and trade deals impacting business conducted between them) could disrupt the overall economic growth or stability of the U.K. and the EU and otherwise negatively impact our European operations.

The Withdrawal Agreement between the U.K. and the EU that established the terms governing the U.K.’s departure provided that, among other things, there would be an ongoing transition period under which the U.K. remained a part of the EU customs and regulatory area until December 31, 2020. On January 1, 2021, the U.K. left the EU Single Market and Customs Union, as well as all EU policies and international agreements. As a result, the free movement of persons, goods, services and capital between the U.K. and the EU ended, and the EU and the U.K. formed two separate markets and two distinct regulatory and legal spaces. On December 24, 2020, the European Commission reached a trade agreement with the U.K. on the terms of its future cooperation with the EU (the “Trade Agreement”). The Trade Agreement offers U.K. and EU companies preferential access to each other’s markets, ensuring imported goods will be free of tariffs and quotas; however, economic relations between the U.K. and the EU will now be on more restricted terms than existed previously. At this time, we cannot predict the impact that the Trade Agreement and any future agreements contemplated under the terms of the Trade Agreement will have on our business and our customers, and it is possible that new terms may adversely affect our operations and financial results. We are currently in the process of evaluating our own risks and uncertainties to ascertain what financial, trade, regulatory and legal implications the Trade Agreement could have on our U.K. and European business operations. This uncertainty also includes the impact on our customers’ business operations and capital planning, as well as the overall impact on restaurants or other customers in the foodservice distribution industry.

The completion of Brexit could also adversely affect the value of our euro- and pound-denominated assets and obligations. Exchange rates related to the British pound sterling have been more volatile since the U.K. announced it would exit the EU and such volatility may continue in the future. Future fluctuations in the exchange rate between the British pound

sterling and the local currencies of our suppliers may have the effect of increasing our cost of goods sold in the U.K., which increases we may not be able to pass on to our customers. Uncertainty surrounding Brexit has contributed to recent fluctuations in the U.K. economy and could experience future disruptions. In addition, Brexit could cause financial and capital markets within and outside the U.K. or the EU to constrict, thereby negatively impacting our ability to finance our business, and could cause a substantial dip in consumer confidence and spending that could negatively impact the foodservice distribution industry. Any one of these impacts could have an adverse effect on our results of operations and financial condition.

As an example of political instability, in fiscal 2020, the “yellow vest” protests in France against a fuel tax increase, pension reform and the French government negatively impacted our sales in France. Similarly, future labor disruptions or disputes could disrupt the integration of Brake France and Davigel into Sysco France and our operations in France and the EU generally. In addition, if changes occur in laws and regulations impacting the flow of goods, services and workers in either the U.K or France or in other parts of the EU, with respect to Brexit or otherwise, our European operations could also be negatively impacted.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

None

Issuer Purchases of Equity Securities

We made the following share repurchases during the second quarter of fiscal 2021:


ISSUER PURCHASES OF EQUITY SECURITIES
Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
Month #1
September 27 - October 24	—	$	—	—	—
Month #2
October 25 - November 21	4,538	74.76		339,256	—
Month #3
November 22 - December 26	3,249	75.79		246,245	—
Totals	7,787	$	75.19	585,501	—

(1)The total number of shares purchased includes 0, 4,538 and 3,249 shares tendered by individuals in connection with stock option exercises in Month #1, Month #2 and Month #3, respectively.

We have routinely engaged in share repurchase programs to allow Sysco to continue offsetting dilution resulting from shares issued under the company’s benefit plans and to make opportunistic repurchases. In August 2019, our Board of Directors approved a repurchase program to authorize the repurchase of the company’s common stock not to exceed $2.5 billion through the end of fiscal 2021. This repurchase program is intended to allow Sysco to continue offsetting dilution resulting from shares issued under the company’s benefit plans and to make opportunistic repurchases. The share repurchase program was approved using a dollar value limit and, therefore, are not included in the table above for “Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs.” During March 2020, however, we discontinued share repurchases under this program, and pursuant to the amendment to our long-term revolving credit facility, we do not anticipate making any repurchases for the remainder of fiscal 2021. As of December 26, 2020, we had a remaining authorization of approximately $2.1 billion.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

The exhibits listed on the Exhibit Index below are filed as a part of this Quarterly Report on Form 10-Q.

EXHIBIT INDEX


3.1	—	Restated Certificate of Incorporation, incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).

3.2	—	Certificate of Amendment to Restated Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(e) to Form 10-Q for the quarter ended December 27, 2003 (File No. 1-6544).

3.3	—	Form of Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(c) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).

3.4	—	Amended and Restated Bylaws of Sysco Corporation dated August 26, 2016, incorporated by reference to Exhibit 3.2 to Form 8-K filed on August 31, 2016 (File No. 1-6544).

10.1†#	—	Letter Agreement, dated as of November 12, 2020, by and between Aaron E. Alt and Sysco Corporation.

10.2†#	—	Form of Restricted Stock Award Agreement for Directors pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan.

10.3†#	—	Form of Restricted Stock Award Agreement for Directors pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan (for directors who elect to defer receipt of shares under the 2009 Board of Directors Stock Deferral Plan).

10.4†#	—	Description of Compensation Arrangements with Non-Employee Directors.

22.1	—	Subsidiary Guarantors and Issuers of Guaranteed Securities, incorporated by reference to Exhibit 22.1 to the Form 10-K for the year ended June 27, 2020 filed on August 26, 2020 (File No. 1-6544).

31.1#	—	CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2#	—	CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1#	—	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2#	—	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.SCH#	—	Inline XBRL Taxonomy Extension Schema Document

101.CAL#	—	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF#	—	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB#	—	Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE#	—	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	—	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

___________

† Executive Compensation Arrangement pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K

# Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Sysco Corporation
		(Registrant)


Date: February 2, 2021	By:	/s/ KEVIN P. HOURICAN
		Kevin P. Hourican
		President and Chief Executive Officer

Date: February 2, 2021	By:	/s/ AARON E. ALT
		Aaron E. Alt
		Executive Vice President and
		Chief Financial Officer

Date: February 2, 2021	By:	/s/ ANITA A. ZIELINSKI
		Anita A. Zielinski
		Senior Vice President and
		Chief Accounting Officer

EXHIBIT 10.1


						Sysco Corporation 1390 Enclave Parkway Houston, Texas 77077 T 281.584.139 sysco.com

PERSONAL AND CONFIDENTIAL

November 12, 2020

Mr. Aaron E. Alt

Delivered via email: aaralt@yahoo.com

Dear Aaron:

I am delighted to offer you the important leadership role of Executive Vice President & Chief Financial Officer reporting to me, with a start date of December 7, 2020. The following is a summary of your compensation package:

•Your annual base salary will be $775,000. Your next review date is expected to be September 2021.

•For Fiscal Year 2021, you will be eligible for to participate in Sysco’s Management Incentive Plan (MIP) and receive a bonus with actual payment based on your annual base salary, the Company’s financial performance and your strategic bonus objectives. Your target bonus will be 100% of your base pay. Your incentive award calculation for FY2021 will be prorated based on your time in this role. Eligibility for the bonus is contingent upon your continued employment with Sysco through the end of the fiscal year. An overview of the FY2021 Short-term Incentive Plan is attached for your information.

•You will receive a long-term incentive award for FY2021 representing 325% of your annual base salary. This award will comprise 30% stock options, 50% performance share units (PSUs), and 20% restricted stock units (RSUs), as approved by the Compensation & Leadership Development Committee of the Board of Directors. The stock options and RSUs will vest one third on each anniversary date of the grant over three years, and the PSUs will vest at the end of FY2022 contingent upon achieving the performance criteria associated with the FY2021-FY2022 two-year performance period. An overview of the FY2021 Long-term Incentive Plan is attached for your information. Additional details about these grants and their respective terms will be provided at the time of grant, which will be made concurrent with your commencement of employment. If, for any reason, your employee commences during a Blackout Period (as defined in our Policy in Trading in Company Securties), the grant will be made within seven (7) Trading days after the expiration of such Blackout Period.

•You will receive a one-time, initial sign-on bonus of $365,000, payable within 30 days of the commencement of your employment with Sysco, less applicable withholding for taxes. In the event you voluntarily resign or are terminated for cause (as determined by Sysco in its sole discretion) within one year after receipt of the sign-on bonus payment, you agree to repay 100% of the net (after tax) amount

of the sign-on bonus within thirty (30) days of your termination date. In the event you voluntarily resign or are terminated for cause (as determined by Sysco in its sole discretion) within two years after receipt of the sign-on bonus payment, you agree to repay 50% of the net (after tax) amount of the applicable sign-on bonus within thirty (30) days of your termination date.

•You will be eligible for full benefits with medical, dental, vision, and life / AD&D insurance effective the first day of the month coincident with or next following 60 days of employment. An overview of the available benefits can be viewed at www.syscobenefits.com. During this eligibility waiting period, you will be eligible for reimbursement of out-of-pocket premiums associated with continuation of previous health care coverage under COBRA for you and any eligible dependents.

•You will be eligible to enroll in the Sysco Corporate Employees 401(k) Plan and Employee Stock Purchase Plan effective on your hire date.

•In addition to Sysco’s standard employee benefits, you will also be eligible to participate in the following significant executive benefit programs:

◦Management Savings Plan. This is a non-qualified deferred compensation program that allows you to defer salary and bonus on a pre-tax basis above amounts limited under the company’s 401(k) plan.

◦A Disability Income Plan that will provide you with benefits in case of personal disability.

◦Additional group life and accidental death and dismemberment benefits.

An overview of these executive rewards programs is attached.

•Upon commencing employment as a member Sysco’s Senior Executive Leadership team, you will be subject to certain protective covenants agreements. You will also be eligible for executive severance benefits in the case of termination without cause, resignation for Good Reason, or Change in Control.

•As an Executive Vice President of Sysco Corporation, you will be required to comply with the Stock Ownership Requirements as set forth in Sysco’s Corporate Governance Guidelines. Five years from your appointment to this role you will be required to own Sysco stock valued at four times your salary. During that five-year period, you will be subject to retention requirements until your holdings meet or exceed the ownership requirements.

•You will become eligible for relocation benefits in accordance with the terms and conditions of Sysco’s current domestic Executive Vice President relocation policy, a copy of which is attached.

•Notwithstanding the foregoing, if your employment with Sysco is terminated for any reason other than death, disability, or an involuntary termination without cause, within one year following the reimbursement of any such moving or rental expenses or payment for loss-on-sale of your current residence, you will be required to pay back to Sysco 100% of the amount of any such reimbursement (plus the amount of any tax gross-up paid on such amounts) and loss-on-sale payment. If your employment with Sysco is terminated within 13-24 months following reimbursement, then you will be required to pay back to Sysco 50% of the relocation expenses.

This offer is contingent upon approval by the Board of Directors of your appointment as an executive officer of Sysco Corporation and successful completion of the pre-employment drug and background check process. Please be advised that this letter is not intended to create or imply any contract or contractual rights between you and Sysco Corporation. Any employee may terminate his/her employment at any time, with or without reason, and the company retains the same right.

Aaron, we are excited to have you join the Sysco team and look forward to your contributions to our continued success.

If you have any questions please contact Eve McFadden or me.

Sincerely,

/s/ Kevin P. Hourican

Kevin P. Hourican

President and Chief Executive Officer

Agreed and Accepted:

/s/ Aaron E. Alt 11/12/2020

Aaron E. Alt Date

Attachments: Sysco Executive Rewards Overview

Sysco FY2021 MIP Long-term Incentive Plan Brochure

Sysco FY2021 Short-term Incentive Brochure

Sysco Corporation EVP US Domestic Relocation Policy

cc: Eve M. McFadden, Senior Vice President, Legal, General Counsel & Corporate Secretary

Erin C. Packwood, Vice President, Total Rewards & HR Transformation

Sebastian Skalany, Sr. Director, Compensation

EXHIBIT 10.2

SYSCO CORPORATION

2018 OMNIBUS INCENTIVE PLAN

2020 RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award Agreement (“Agreement”) was made and entered into as of November 20, 2020 (“Date of Grant”), by and between Sysco Corporation, a Delaware corporation (hereinafter “Sysco”), and ____________, a director of Sysco (hereinafter “Director”).

W I T N E S S E T H:

WHEREAS, the Board of Directors of Sysco has adopted, and Sysco’s stockholders have approved, the Sysco Corporation 2018 Omnibus Incentive Plan (the “Plan”), the purpose of which is to promote the interests of Sysco and its stockholders by enhancing Sysco’s ability to attract and retain the services of experienced and knowledgeable directors and by encouraging such directors to acquire an increased proprietary interest in Sysco through the ownership of common stock, $1.00 par value, of Sysco (“Common Stock”); and

WHEREAS, the Plan provides that non-employee directors may receive awards of restricted shares of Sysco Common Stock; and

WHEREAS, Director desires to continue to serve on the Board of Directors of Sysco and to accept an award of restricted stock in accordance with the terms and provisions of the Plan and this Agreement;

NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:

1. GRANT OF RESTRICTED SHARES; VESTING

(a) Grant of Restricted Shares. Sysco, as authorized by the Board of Directors, hereby grants to Director __________ [full amount of grant] shares of restricted Common Stock pursuant to the provisions of the Plan.

(b) Vesting. The Restricted Stock Award shall be subject to vesting as set forth in the Plan and summarized below:

(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.

The restricted Common Stock granted as a Restricted Stock Award under this Agreement shall not be sold, pledged, assigned, transferred, or encumbered prior to the time the Restricted Stock Award vests as described herein. Any attempt to sell, pledge, assign, transfer, encumber or otherwise dispose of the shares of Common Stock contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the shares, shall be null, void and without effect.

3. FORM; REMOVAL OF RESTRICTIONS.

Each share of restricted Common Stock granted as a Restricted Stock Award hereunder shall be issued in uncertificated form and credited to a restricted account at a brokerage firm selected by the Company, registered in the name of the Director. If the Restricted Stock vests and all terms and conditions of this Agreement are complied with in full, all restrictions on the restricted Common Stock shall lapse and such restrictions shall be removed from the Director’s restricted brokerage account.

4. CERTAIN RIGHTS OF DIRECTOR.

Except as otherwise set forth herein, Director, as owner of shares of restricted Common Stock granted as a Restricted Stock Award hereunder shall have all the rights of a stockholder with respect to such shares of restricted Common Stock, including, but not limited to, the right to vote such shares and the right to receive all dividends paid with respect to such shares; provided, that all such rights shall be forfeited in respect to any portion of the Restricted Stock Award as of the date all or any portion of such award is forfeited. Cash dividends paid on the Restricted Stock Award shall accrue during the vesting period and shall be subject to vesting and forfeiture to the same extent as the shares of Common Stock with respect to which such cash dividends have been declared.

In the event of a dividend or distribution payable in stock or other property or a reclassification, split up or similar event during the vesting period, the shares or other property issued or declared with respect to the non-vested Restricted Stock Award shall be subject to the same terms and conditions relating to vesting as the shares to which they relate.

5. CESSATION OF SERVICE.

Except as set forth below and unless otherwise determined by the Board, if Director ceases to be a Non-Employee Director (as defined in the Plan) prior to the vesting of any portion of the Restricted Stock Award then Director shall forfeit the portion of the Restricted Stock Award which is not vested on the date he ceases to be a Non-Employee Director; provided, however, that unless otherwise determined by the Board, if (a) Director serves out his or her term but does not stand for re-election at the end thereof, or (b) Director shall retire from service on the Board (for reasons other than death) prior to the expiration of his or her term and on or after the date he or she attains age 71, Director’s Restricted Stock Award shall remain in effect and vest, as if Director had remained a Non-Employee Director of Sysco. Upon the death of Director, any unvested portion of the Restricted Stock Award shall vest.

6. ADJUSTMENT TO AWARD IN CERTAIN EVENTS.

In the event of a change in the capitalization of Sysco due to a stock split, stock dividend, recapitalization, merger, consolidation, combination, or similar event, the aggregate shares of restricted Common Stock subject to this Agreement shall be adjusted to reflect such change pursuant to the Plan.

7. WITHHOLDING.

If and to the extent required by applicable law, distributions under the Plan are subject to withholding of all applicable taxes, and Sysco may condition the delivery of any shares or other Plan benefits on satisfaction of the applicable withholding obligations. Sysco, in its discretion, may either: (a) require Director to pay to Sysco an amount sufficient to satisfy any local, state, Federal and foreign income tax, employment tax and insurance withholding requirements prior to the delivery of any payment or stock owing to Director pursuant to the Restricted Stock Award; or, in its discretion, (b) permit Director to surrender shares of Common Stock which Director already owns, or reduces the number of shares to be delivered to Director by that number of shares of the Restricted Stock Award, in each case in an amount sufficient to satisfy all or a portion of such tax or other withholding requirements, but only to the extent of the minimum amount required to be withheld under applicable law. Any such shares of Common Stock surrendered or otherwise tendered shall be valued at the Fair Market Value thereof, as defined in the Plan.

8. REGULATORY AUTHORITY.

Notwithstanding any other provision of this Agreement to the contrary, Director agrees that Sysco shall not be obligated to deliver any shares of Common Stock, if counsel to Sysco determines such delivery would violate any law or regulation of any governmental authority or agreement between Sysco and any national securities exchange upon which the Common Stock is listed.

9. PLAN CONTROLS.

The Restricted Stock Award is subject to the terms of the Plan, which is incorporated herein by this reference. In the event of a conflict between the terms of this Agreement and the Plan, the Plan shall be the controlling document.

10. DATA PRIVACY.

To the extent that consent is required, Director hereby consents to the collection, use and transfer, in electronic or other form, of Director’s personal data as described in this Agreement and any other materials by and among the Company and for the purpose of implementing, administering and managing Director’s participation in the Plan.

Director understands that the Company and any Affiliated Companies may hold certain personal information about Director, including but not limited to his or her name, home address, email address, telephone number, date of birth, social security number, passport number or other identification number, salary, nationality, any shares of Stock or directorships held in the Company and details of all Awards or any other entitlements to shares of Stock awarded, cancelled, vested, unvested, or outstanding in Director’s favor (“Data”), for the purpose of implementing, administering or managing the Plan. Certain Data may also constitute “sensitive personal data” within the meaning of applicable local law. Such Data includes, but is not limited to, the information provided above and any changes thereto and other appropriate personal and financial data about Director. Director hereby provides explicit consent to the Company, the Employer and any Affiliated Companies to process any such Data to the extent it is necessary for the purposes of implementing, administering and managing Director’s participation in the Plan.

Director understands that Data will be transferred, for the purposes of implementing, administering and managing Director’s participation in the Plan, to such equity plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. Director understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have data privacy laws and protections which provide standards of protection that are different to, or lower than, the standards provided by the data privacy laws in Director’s country. Director understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting the stock plan administrator of the Company. Director authorizes the Company, the Company’s equity service plan provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. Director understands that Data will be held only as long as is necessary to implement, administer and manage Director’s participation in the Plan. Further, Director understands that he or she is providing the consents herein on a purely voluntary basis. If Director does not consent, or if Director later seeks to revoke his or her consent, his or her status with the Company will not be affected; the only consequence of refusing or withdrawing Director’s consent is that the Company would not be able to grant Director Awards or other equity awards or administer or maintain such awards. Therefore, Director understands that refusing or withdrawing his or her consent may affect Director’s ability to participate in the Plan.

Finally, Director understands that the Company may rely on a different legal basis for the processing and/or transfer of Data in the future and/or request Director to provide an executed acknowledgment or data privacy consent form (or any other acknowledgments, agreements or consents) to the Company that the Company may deem necessary to obtain under the data privacy laws in Director’s country, either now or in the future. Director understands that he or she will not be able to participate in the Plan if he or she fails to execute any such acknowledgment, agreement or consent requested by the Company.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Sysco Corporation

By: Kevin P. Hourican

President and Chief Executive Officer

DIRECTOR:

Name:

EXHIBIT 10.3

SYSCO CORPORATION

2018 OMNIBUS INCENTIVE PLAN

2020 RESTRICTED STOCK AWARD AGREEMENT

SHARE UNITS

W I T N E S S E T H:

WHEREAS, the Board of Directors of Sysco has adopted, and Sysco’s stockholders have approved, the Sysco Corporation 2018 Omnibus Incentive Plan (the “Plan”), the purpose of which, among other things, is to promote the interests of Sysco and its stockholders by enhancing Sysco’s ability to attract and retain the services of experienced and knowledgeable directors and by encouraging such directors to acquire an increased proprietary interest in Sysco through the ownership of common stock, $1.00 par value, of Sysco (“Common Stock”); and

WHEREAS, the Board of Directors of Sysco has adopted the Sysco Corporation 2009 Board of Directors Stock Deferral Plan (the “Stock Deferral Plan”), the purpose of which is to provide its non-employee directors the opportunity to defer receipt of stock that would otherwise be transferred to them during their service on the Board of Directors of Sysco Corporation under the Plan in order to allow them to participate in the long-term success of Sysco and to promote a greater alignment of interests between the non-employee directors and the shareholders;

WHEREAS, the Plan provides that non-employee directors may receive awards of restricted shares of Sysco Common Stock and may defer the receipt of such shares under the Stock Deferral Plan; and

NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:

1. GRANT OF RESTRICTED SHARES; CONVERSION TO SHARE UNITS; VESTING

(b) Exchange for Share Units. Pursuant to Director’s Restricted Share Deferral Election (as defined in the Stock Deferral Plan), Director elected to defer receipt of 100% of the shares of restricted Common Stock granted during calendar year 2020. As a result, __________ shares of restricted Common Stock (the “Exchanged Shares”) granted to Director pursuant to paragraph 1(a) of this Agreement are hereby exchanged for Share Units (as defined in the Stock Deferral Plan) under the Stock Deferral Plan and the Director shall have no rights to receive the Exchanged Shares. The Director’s rights with respect to the Share Units received in exchange for the Exchanged Shares, as well as the terms and conditions of the Share Units, are those as described in the Stock Deferral Plan; provided, however, vesting of the Share Units and the rights to the Share Units upon Director’s Cessation of Service on the Board shall be determined under Section 1(c) and Section 2 of this Agreement, as applicable.

(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.

Except as set forth below and unless otherwise determined by the Board, if Director ceases to be a Non-Employee Director (as defined in the Plan) prior to the vesting of any portion of the Share Units received in exchange for the Exchanged Shares then Director shall forfeit the portion of the Share Units received in exchange for the Exchanged Shares which is not vested on the date he ceases to be a Non-Employee Director; provided, however, that unless otherwise determined by the Board, if (a) Director serves out his or her term but does not stand for re-election at the end thereof, or (b) Director shall retire from service on the Board (for reasons other than death) prior to the expiration of his or her term and on or after the date he or she attains age 71, Director’s Share Units received in exchange for the Exchanged Shares shall remain in effect and vest, as if Director had remained a Non-Employee Director of Sysco. Upon the death of Director, any unvested portion of the Share Units received in exchange for the Exchanged Shares shall vest.

3. ADJUSTMENT TO AWARD IN CERTAIN EVENTS.

In the event of a change in the capitalization of Sysco due to a stock split, stock dividend, recapitalization, merger, consolidation, combination, or similar event, the Share Units subject to this Agreement shall be adjusted to reflect such change pursuant to the Plan.

4. NO SHAREHOLDER RIGHTS; DIVIDEND EQUIVALENTS. Director shall have no rights and privileges of a shareholder with respect to shares of Common Stock underlying the Share Units, including voting or dividend rights, until certificates for shares have been issued upon payment of vested Share Units. Cash dividends paid on shares underlying the Share Units shall be converted to additional Share Units as described in the Stock Deferral Plan. Such additional Share Units shall be subject to vesting and forfeiture to the same extent as the underlying Share Units and shall be paid at the same time as the underlying Share Units are paid pursuant to the Stock Deferral Plan.

5. WITHHOLDING.

6. REGULATORY AUTHORITY.

7. PLAN CONTROLS.

The Share Units are subject to the terms of the Plan and the Stock Deferral Plan, which are incorporated herein by this reference. In the event of a conflict between the terms of this Agreement and the Plan or the Deferral Plan, the Plan or the Deferral Plan, as applicable, shall be the controlling document.

8. RESTRICTION ON TRANSFER; UNFUNDED ARRANGEMENT.

The Share Units may not be sold, pledged, assigned, transferred, or encumbered. Any attempt to sell, pledge, assign, transfer, encumber or otherwise dispose of the Share Units contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the shares, shall be null, void and without effect. The Share Units are an unfunded arrangement, and Director shall have no rights with respect to the Share Units other than those of a general creditor of Sysco.

9. SECTION 409A. This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code, consistent with Section 5.12 of the Plan.

10. DATA PRIVACY.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Sysco Corporation

By: Kevin P. Hourican

President and Chief Executive Officer

DIRECTOR:

Name:

Exhibit 10.4

Summary of Current Compensation Arrangements with Non-Employee Directors

(As of February 2, 2021)

The following summarizes, as of February 2, 2021, the current cash compensation and benefits received by the Company’s non-employee directors. The following is a summary of existing arrangements and does not provide any additional rights.

Retainer Fees

The Company pays each non-employee director a base retainer of $100,000 per year (the “Base Retainer”). Non-employee directors who serve as committee chairpersons receive annual additional amounts as follows:


Audit Committee Chair			$25,000
Compensation and Leadership Development Committee Chair			$20,000
Corporate Governance and Nominating Committee Chair			$20,000
Corporate Social Responsibility Committee Chair			$15,000
Technology Committee Chair			$15,000

In addition to the compensation received by all non-employee directors, Edward D. Shirley receives an additional annual retainer of $500,000, paid quarterly, for his service as non-executive Chairman of the Board.

Directors Deferred Compensation Plan

Non-employee directors may defer all or a portion of their annual retainer, including additional fees paid to committee chairpersons and any additional retainer fee paid to the non-executive Chairman of the Board and/or Lead Director (as applicable), under the Directors Deferred Compensation Plan. With respect to amounts deferred, non-employee directors may choose from a variety of investment options, including Moody’s Average Corporate Bond Yield plus 1% for amounts deferred or matched prior to July 2, 2008 and Moody’s Average Corporate Bond Yield without the additional 1% for amounts deferred or matched on or after July 2, 2008. Such deferred amounts will be credited with investment gains or losses until the non-employee director’s retirement from the Board or until the occurrence of certain other events.

Sysco Corporation 2018 Omnibus Incentive Plan

Under the 2018 Omnibus Incentive Plan (the “Plan”), non-employee directors may receive shares of Common Stock (“Elected Shares”) in lieu of all or a portion of the Base Retainer and any additional retainer fee paid to the non-executive Chairman of the Board and/or Lead Director (as applicable) for his or her service in such capacity and any fees paid to a committee chairman for his or her service in such capacity.

Restricted Stock. Under the Plan, the Board is authorized to issue equity-based awards, including restricted stock and restricted stock units, to non-employee directors on terms set forth in the Plan.

Elected Shares. Under the Plan, each non-employee director is permitted to elect to receive all or a portion of his or her annual retainer (including any additional retainer fee paid to the non-executive Chairman of the Board and/or Lead Director (as applicable) for his or her service in such capacity and any fees paid to a committee chairman for his or her service in such capacity) in Elected Shares.

The Board does not currently grant annual stock option or restricted stock unit awards to non-employee directors under this Plan.

2009 Board of Directors Stock Deferral Plan

A non-employee director may elect to defer receipt of all or any portion of any shares of common stock issued under the Plan, whether such shares are to be issued as a grant of restricted stock or elected shares. Generally, the receipt of stock may be deferred until the earliest to occur of the death of the non-employee director, the date on which the non-employee director ceases to be a director of Sysco, or a change of control of Sysco.

Reimbursement for Expenses

All non-employee directors are entitled to receive reimbursements of expenses for all services as a director, including committee participation or special assignments. This includes reimbursement for non-commercial air travel in connection with Sysco business, subject to specified maximums, provided that amounts related to the purchase price of an aircraft or fractional interest in an aircraft are not reimbursable and any portion of the reimbursement that relates to insurance, maintenance and other non-incremental costs is limited to a maximum annual amount.

The Directors Deferred Compensation Plan, the 2009 Board of Directors Stock Deferral Plan and the Plan have been filed as exhibits to the Company’s filings pursuant to the Securities Exchange Act of 1934, as amended. Additional information regarding these plans is included in the Company’s 2018 Proxy Statement.

Exhibit 31.1

CERTIFICATION

I, Kevin P. Hourican, certify that:

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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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.

Date: February 2, 2021

/s/ KEVIN P. HOURICAN

Kevin P. Hourican

President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Aaron E. Alt, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;

(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.

Date: February 2, 2021

/s/ AARON E. ALT

Aaron E. Alt

Executive Vice President and Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Kevin P. Hourican, President and Chief Executive Officer, of Sysco Corporation (the “company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.The company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 26, 2020 (“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.

Date: February 2, 2021

/s/ KEVIN P. HOURICAN

Kevin P. Hourican

President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Aaron E. Alt, Executive Vice President and Chief Financial Officer, of Sysco Corporation (the “company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

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.

Date: February 2, 2021

/s/ AARON E. ALT

Aaron E. Alt

Executive Vice President and Chief Financial Officer