SYSCO CORP (Form: 10-Q, Received: 11/09/2021 17:36:02)

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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 October 2, 2021


☐			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

512,656,343 shares of common stock were outstanding as of October 22, 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	20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	42
Item 4.	Controls and Procedures	42
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	44
Item 6.	Exhibits	44

Signatures		47

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED BALANCE SHEETS

(In thousands, except for share data)


	Oct. 2, 2021		Jul. 3, 2021
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	2,067,873	$	3,007,123
Accounts receivable, less allowances of $126,759 and $117,695	4,309,883		3,781,510
Inventories	4,054,844		3,695,219

Prepaid expenses and other current assets	255,588		240,956

Income tax receivable	—		8,759
Total current assets	10,688,188		10,733,567
Plant and equipment at cost, less accumulated depreciation	4,343,263		4,326,063
Other long-term assets
Goodwill	4,402,354		3,944,139
Intangibles, less amortization	927,966		746,073

Deferred income taxes	360,193		352,523
Operating lease right-of-use assets, net	750,675		709,163
Other assets	630,227		602,011
Total other long-term assets	7,071,415		6,353,909
Total assets	$	22,102,866	$	21,413,539

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Notes payable	$	8,909	$	8,782
Accounts payable	5,238,313		4,884,781
Accrued expenses	1,809,459		1,814,837
Accrued income taxes	83,141		22,644
Current operating lease liabilities	106,927		102,659
Current maturities of long-term debt	491,233		486,141
Total current liabilities	7,737,982		7,319,844
Long-term liabilities
Long-term debt	10,645,443		10,588,184
Deferred income taxes	171,653		147,066
Long-term operating lease liabilities	672,465		634,481
Other long-term liabilities	1,167,875		1,136,480
Total long-term liabilities	12,657,436		12,506,211

Noncontrolling interest	34,156		34,588
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	1,655,110		1,619,995
Retained earnings	10,288,291		10,151,706
Accumulated other comprehensive loss	(1,217,937)		(1,148,764)
Treasury stock at cost, 252,825,080 and 253,342,595 shares	(9,817,347)		(9,835,216)
Total shareholders’ equity	1,673,292		1,552,896
Total liabilities and shareholders’ equity	$	22,102,866	$	21,413,539

Note: The July 3, 2021 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
	Oct. 2, 2021		Sep. 26, 2020
Sales	$	16,456,546	$	11,777,379
Cost of sales	13,484,838		9,557,534
Gross profit	2,971,708		2,219,845
Operating expenses	2,340,026		1,800,266
Operating income	631,682		419,579
Interest expense	128,214		146,717
Other (income) expense, net	(3,252)		14,124
Earnings before income taxes	506,720		258,738
Income taxes	128,707		41,838
Net earnings	$	378,013	$	216,900

Net earnings:
Basic earnings per share	$	0.74	$	0.43
Diluted earnings per share	0.73		0.42

Average shares outstanding	512,516,067		509,127,405
Diluted shares outstanding	515,782,928		510,738,760

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(In thousands)


	13-Week Period Ended
	Oct. 2, 2021		Sep. 26, 2020
Net earnings	$	378,013	$	216,900
Other comprehensive (loss) income:
Foreign currency translation adjustment	(87,194)		113,140
Items presented net of tax:
Amortization of cash flow hedges	2,155		2,155
Change in net investment hedges	10,165		(11,261)
Change in cash flow hedges	(429)		(12,967)



Amortization of prior service cost	74		137
Amortization of actuarial gain	6,367		7,765


Change in marketable securities	(311)		(474)
Total other comprehensive (loss) income	(69,173)		98,495
Comprehensive income	$	308,840	$	315,395

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY (Unaudited)

(In thousands, except for share data)


								Accumulated Other Comprehensive Loss
	Common Stock			Paid-in Capital		Retained Earnings				Treasury Stock
	Shares	Amount								Shares	Amounts		Totals
Balance as of July 3, 2021	765,174,900	$	765,175	$	1,619,995	$	10,151,706	$	(1,148,764)	253,342,595	$	(9,835,216)	$	1,552,896
Net earnings						378,013							378,013



Foreign currency translation adjustment								(87,194)					(87,194)
Amortization of cash flow hedges, net of tax								2,155					2,155
Change in cash flow hedges, net of tax								(429)					(429)
Change in net investment hedges, net of tax								10,165					10,165

Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax								6,441					6,441
Change in marketable securities, net of tax								(311)					(311)

Dividends declared ($0.47 per common share)						(241,428)							(241,428)


Share-based compensation awards				35,115						(517,515)	17,869		52,984
Balance as of October 2, 2021	765,174,900	$	765,175	$	1,655,110	$	10,288,291	$	(1,217,937)	252,825,080	$	(9,817,347)	$	1,673,292

								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						216,900							216,900
Foreign currency translation adjustment								113,140					113,140
Amortization of cash flow hedges, net of tax								2,155					2,155
Change in cash flow hedges, net of tax								(12,967)					(12,967)
Change in net investment hedges, net of tax								(11,261)					(11,261)
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax								7,902					7,902
Change in marketable securities, net of tax								(474)					(474)
Adoption of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), net of tax						(2,068)							(2,068)
Dividends declared ($0.45 per common share)						(231,242)							(231,242)


Share-based compensation awards				27,380						(840,053)	31,933		59,313
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

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED CASH FLOWS (Unaudited)

(In thousands)


	13-Week Period Ended
	Oct. 2, 2021		Sep. 26, 2020
Cash flows from operating activities:
Net earnings	$	378,013	$	216,900
Adjustments to reconcile net earnings to cash provided by operating activities:
Share-based compensation expense	29,313		25,834
Depreciation and amortization	186,466		180,520
Operating lease asset amortization	28,221		27,379
Amortization of debt issuance and other debt-related costs	5,577		6,554


Deferred income taxes	(30,452)		(53,579)
Provision for losses on receivables	2,097		(77,790)
Loss on sale of business	—		12,043
Other non-cash items	(201)		(6,641)
Additional changes in certain assets and liabilities, net of effect of businesses acquired:
Increase in receivables	(478,671)		(111,261)
Increase in inventories	(294,517)		(23,320)
(Increase) decrease in prepaid expenses and other current assets	(12,528)		5,577
Increase in accounts payable	329,523		577,013
(Decrease) increase in accrued expenses	(103,483)		56,042
Decrease in operating lease liabilities	(34,146)		(31,167)
Increase in accrued income taxes	69,256		98,712
(Increase) decrease in other assets	(9,345)		7,187
Increase in other long-term liabilities	45,689		20,911

Net cash provided by operating activities	110,812		930,914
Cash flows from investing activities:
Additions to plant and equipment	(85,019)		(75,539)
Proceeds from sales of plant and equipment	5,627		7,064
Acquisition of businesses, net of cash acquired	(714,010)		—
Purchase of marketable securities	(9,925)		(26,557)
Proceeds from sales of marketable securities	8,700		12,166
Other investing activities	6,022		—

Net cash used for investing activities	(788,605)		(82,866)
Cash flows from financing activities:
Bank and commercial paper borrowings, net	—		3,110
Other debt borrowings	3		6,159
Other debt repayments	(10,051)		(762,858)






Proceeds from stock option exercises	17,881		31,933


Dividends paid	(240,561)		(228,714)

Other financing activities	(5,003)		(457)
Net cash used for financing activities	(237,731)		(950,827)
Effect of exchange rates on cash, cash equivalents and restricted cash	(9,355)		17,095
Net decrease in cash, cash equivalents and restricted cash	(924,879)		(85,684)
Cash, cash equivalents and restricted cash at beginning of period	3,037,100		6,095,570
Cash, cash equivalents and restricted cash at end of period	$	2,112,221	$	6,009,886
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	225,031	$	104,879
Income taxes, net of refunds	76,712		6,851

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

NOTES TO CONDENSED 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 (loss), 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 (loss), 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 July 3, 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:


	Oct. 2, 2021		Sep. 26, 2020
	(In thousands)
Cash and cash equivalents	$	2,067,873	$	5,985,532
Restricted cash (1)	44,348		24,354
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows	$	2,112,221	$	6,009,886

(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. 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. Customer receivables, which are included in accounts receivable, less allowances in the consolidated balance sheet, were $4.0 billion and $3.5 billion as of October 2, 2021 and July 3, 2021, 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 October 2, 2021, 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 Oct. 2, 2021
	US Foodservice Operations		International Foodservice Operations		SYGMA		Other		Total
	(In thousands)
Principal Product Categories
Fresh and frozen meats	$	2,444,461	$	417,171	$	474,656	$	—	$	3,336,288
Canned and dry products	2,076,779		581,895		137,597		—		2,796,271
Frozen fruits, vegetables, bakery and other	1,501,293		518,255		273,148		—		2,292,696
Poultry	1,351,200		241,202		229,357		—		1,821,759
Dairy products	1,101,423		305,112		140,224		—		1,546,759
Fresh produce	986,998		218,963		66,563		—		1,272,524
Paper and disposables	911,350		119,740		188,243		15,499		1,234,832
Seafood	693,013		121,465		33,224		—		847,702
Beverage products	256,385		117,220		137,515		22,089		533,209



Other (1)	280,061		254,224		23,506		216,715		774,506
Total Sales	$	11,602,963	$	2,895,247	$	1,704,033	$	254,303	$	16,456,546

(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 Sep. 26, 2020
	US Foodservice Operations		International Foodservice Operations		SYGMA		Other		Total
	(In thousands)
Principal Product Categories
Fresh and frozen meats	$	1,491,000	$	314,172	$	428,919	$	—	$	2,234,091
Canned and dry products	1,391,218		391,578		29,573		—		1,812,369
Frozen fruits, vegetables, bakery and other	1,048,833		426,565		256,787		—		1,732,185
Poultry	830,775		179,026		216,635		—		1,226,436
Dairy products	819,493		232,956		147,029		—		1,199,478
Fresh produce	767,097		170,538		64,982		—		1,002,617
Paper and disposables	677,321		90,709		179,174		11,638		958,842
Seafood	481,717		88,567		25,096		—		595,380
Beverage products	179,652		77,466		148,591		11,210		416,919



Other (1)	234,427		192,116		27,362		145,157		599,062
Total Sales	$	7,921,533	$	2,163,693	$	1,524,148	$	168,005	$	11,777,379

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

3. ACQUISITIONS

During the first quarter of fiscal 2022, the company paid cash of $714.0 million for acquisitions. Certain acquisitions involve contingent consideration that may include earnout agreements that are typically payable over periods of up to three years in the event that certain operating results are achieved. As of October 2, 2021, aggregate contingent consideration outstanding was $79.7 million, of which $78.1 million was recorded as earnout liabilities. Earnout liabilities are all measured using unobservable inputs that are considered a Level 3 measurement.

Greco and Sons

On August 12, 2021, Sysco consummated its acquisition of Greco and Sons (Greco), a leading independent Italian specialty distributor in the United States, operating out of 10 distribution centers and servicing 22 geographies nationwide. Greco imports and distributes a full line of food and non-food products and manufactures specialty meat products. The acquisition also includes Bellissimo Foods Company, which distributes a broad selection of Italian and Mediterranean ingredients, including a proprietary branded line of products that are sold exclusively through the Bellissimo Foods Company distribution network, serving independent pizza and Italian restaurants. The purpose of the acquisition is to strengthen Sysco’s business within the Italian foodservice sector.

The assets, liabilities and operating results of Greco are reflected in the company’s consolidated financial statements in accordance with ASC Topic No. 805, Business Combinations, commencing from the acquisition date. In certain circumstances, the purchase price allocations may be based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision until Sysco receives final information and other analysis during the measurement period. These include items such as finalizing valuation of acquired tangible and intangible assets and related tax attributes.

The purchase price was allocated based on the company’s preliminary estimated fair value of the assets acquired and liabilities assumed, as follows:


	Preliminary Purchase Price Allocation
	(In millions)
Accounts receivable, net	$	69
Inventories	79
Plant and equipment	24
Other assets	151
Goodwill and other intangibles (1)	717
Total assets	1,040
Accounts payable	(73)
Accrued expenses	(17)
Deferred tax liabilities	(35)
Other liabilities	(154)
Total consideration	$	761

(1) The excess purchase price of $717.1 million was assigned to goodwill and intangibles, a portion of which is deductible for income tax purposes. Goodwill of $491.4 million has been assigned to the U.S. Foodservice Operations reportable segment. Intangible assets include customer relationships of $116.0 million with a weighted average life of 8 years and trade names of $109.7 million with a weighted average life of 15 years. Amortization expense is being recognized on a straight-line basis and for the first quarter of fiscal 2022 was $3.0 million.

The quarter ended October 2, 2021 includes the results of operations of Greco for the period from August 12, 2021 to October 2, 2021. The results were not material to the consolidated results of the company for the first quarter of fiscal 2022.

4. FAIR VALUE MEASUREMENTS

Sysco’s policy is to invest in only high-quality investments. The fair value of the company’s cash deposits and money market funds included in cash equivalents are valued using inputs that are considered a Level 1 measurement. Other cash equivalents, such as time deposits and highly liquid instruments with original maturities of three months or less, are valued using inputs that are considered a Level 2 measurement. 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 October 2, 2021 and July 3, 2021:


	Assets Measured at Fair Value as of Oct. 2, 2021
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash equivalents
Cash and cash equivalents	$	1,610,164	$	400,003	$	—	$	2,010,167

Other assets (1)	44,348		—		—		44,348







Total assets at fair value	$	1,654,512	$	400,003	$	—	$	2,054,515

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


	Assets Measured at Fair Value as of Jul. 3, 2021
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash equivalents
Cash and cash equivalents	$	2,805,961	$	3	$	—	$	2,805,964



Other assets (1)	29,977		—		—		29,977

Total assets at fair value	$	2,835,938	$	3	$	—	$	2,835,941

(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 $13.3 billion, while the carrying value was $11.1 billion as of both October 2, 2021 and July 3, 2021.

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.

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 quarter of fiscal 2022. The following table presents the company’s available-for-sale marketable securities as of October 2, 2021 and July 3, 2021:


	Oct. 2, 2021
	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	$	94,706	$	2,311	$	(509)	$	96,508	$	6,024	$	90,484
Government bonds	30,283		3,402		(5)		33,680		—		33,680
Total marketable securities	$	124,989	$	5,713	$	(514)	$	130,188	$	6,024	$	124,164

	Jul. 3, 2021
	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	$	92,547	$	2,491	$	(456)	$	94,582	$	11,570	$	83,012
Government bonds	31,552		3,556		—		35,108		—		35,108
Total marketable securities	$	124,099	$	6,047	$	(456)	$	129,690	$	11,570	$	118,120

As of October 2, 2021, 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.


	Oct. 2, 2021
	(In thousands)
Due in one year or less	$	6,024
Due after one year through five years	81,779
Due after five years through ten years	42,385

Total	$	130,188

There were no significant realized gains or losses in marketable securities in the first quarter of fiscal 2022.

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.

Hedging of foreign currency risk

The company 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 October 2, 2021 are presented below:

Maturity Date of the Hedging Instrument

Currency / Unit of Measure

Notional Value

(In millions)

Hedging of interest rate risk

June 2023

Euro

500

March 2025

U.S. Dollar

500

Hedging of foreign currency risk

Various (October 2021)

Swedish Krona

Various (October 2021 to June 2022)

British Pound Sterling

June 2023

Euro

500

Hedging of fuel risk

Various (October 2021 to June 2022)

Gallons

The location and the fair value of derivative instruments designated as hedges in the consolidated balance sheet as of October 2, 2021 and July 3, 2021 are as follows:


		Derivative Fair Value
	Balance Sheet location	Oct. 2, 2021		Jul. 3, 2021
		(In thousands)
Fair Value Hedges:

Interest rate swaps	Other assets	$	39,124	$	43,217



Cash Flow Hedges:
Fuel swaps	Other current assets	$	16,199	$	16,732
Foreign currency forwards	Other current assets	70		42




Foreign currency forwards	Other current liabilities	69		46

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
	Oct. 2, 2021		Sep. 26, 2020
	(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	$	128,214	$	146,717
Gain or (loss) on fair value hedging relationships:
Interest rate swaps:
Hedged items	$	(2,433)	$	(9,998)
Derivatives designated as hedging instruments	(8,390)		3,457

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


	13-Week Period Ended
	Oct. 2, 2021		Sep. 26, 2020
	(In thousands)
Interest expense	$	(6,526)	$	(14,834)
Decrease in fair value of debt	(4,093)		(4,836)
Hedged items	$	(2,433)	$	(9,998)

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 October 2, 2021 and September 26, 2020, presented on a pretax basis, are as follows:


	13-Week Period Ended Oct. 2, 2021
	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	$	(485)	Operating expense	$	7,972
Foreign currency contracts	(78)		Cost of sales / Other income	—

Total	$	(563)		$	7,972

Derivatives in net investment hedging relationships:

Foreign denominated debt	$	13,553	N/A	$	—
Total	$	13,553		$	—

	13-Week Period Ended Sep. 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	$	2,891	Operating expense	$	(8,652)
Foreign currency contracts	(19,732)		Cost of sales / Other income	(2,692)

Total	$	(16,841)		$	(11,344)

Derivatives in net investment hedging relationships:

Foreign denominated debt	$	(36,550)	N/A	$	—
Total	$	(36,550)		$	—

The location and carrying amount of hedged liabilities in the consolidated balance sheet as of October 2, 2021 are as follows:


	Oct. 2, 2021
	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:

Long-term debt	$	(1,065,690)	$	(39,124)

The location and carrying amount of hedged liabilities in the consolidated balance sheet as of July 3, 2021 are as follows:


	Jul. 3, 2021
	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:

Long-term debt	$	(1,065,364)	$	(43,217)

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 October 2, 2021, there were no borrowings outstanding under this facility. During the first quarter of fiscal 2022, Sysco amended its revolving credit facility to (a) eliminate the covenant that had restricted (i) increases to the company’s regular quarterly dividend and (ii) share repurchases, in each case, until the earlier of September 2022 or the date on which Sysco has achieved a certain ratio of consolidated EBITDA to consolidated interest expense, and (b) adjust the covenant requiring Sysco to maintain a certain ratio of consolidated EBITDA to consolidated interest expense.

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. Any outstanding amounts are classified within long-term debt, as the program is supported by the long-term revolving credit facility. As of October 2, 2021, there were no commercial paper issuances outstanding under this program. During the first 13 weeks of fiscal 2022, there were no borrowing activities under our commercial paper programs, long-term revolving credit facility or short-term bank notes.

8. EARNINGS PER SHARE

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


	13-Week Period Ended
	Oct. 2, 2021		Sep. 26, 2020
	(In thousands, except for share and per share data)
Numerator:
Net earnings	$	378,013	$	216,900
Denominator:
Weighted-average basic shares outstanding	512,516,067		509,127,405
Dilutive effect of share-based awards	3,266,861		1,611,355
Weighted-average diluted shares outstanding	515,782,928		510,738,760
Basic earnings per share	$	0.74	$	0.43
Diluted earnings per share	$	0.73	$	0.42

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 1,963,000 and 6,110,000 for the first quarter of fiscal 2022 and fiscal 2021, 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 $308.8 million and $315.4 million for the first quarter of fiscal 2022 and fiscal 2021, 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 Oct. 2, 2021
	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	$	99	$	25	$	74
Amortization of actuarial loss, net	Other expense, net	8,486		2,119		6,367
Total reclassification adjustments		8,585		2,144		6,441
Foreign currency translation:

Foreign currency translation adjustment	N/A	(87,194)		—		(87,194)
Marketable securities:
Change in marketable securities (1)	N/A	(393)		(82)		(311)
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in cash flow hedge	Operating expenses (2)	(563)		(134)		(429)
Change in net investment hedge	N/A	13,553		3,388		10,165

Total other comprehensive income before reclassification adjustments		12,990		3,254		9,736
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	2,874		719		2,155

Total other comprehensive loss		$	(63,138)	$	6,035	$	(69,173)

(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 quarter of fiscal 2022.

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


		13-Week Period Ended Sep. 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	10,353		2,588		7,765

Total reclassification adjustments		10,536		2,634		7,902
Foreign currency translation:
Foreign currency translation adjustment	N/A	113,140		—		113,140
Marketable Securities:
Change in marketable securities (1)	N/A	(600)		(126)		(474)
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in cash flow hedge (3)	Operating expenses (2)	(16,841)		(3,874)		(12,967)
Change in net investment hedges	N/A	(20,399)		(9,138)		(11,261)

Total other comprehensive income before reclassification adjustments		(37,240)		(13,012)		(24,228)
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	2,874		719		2,155
Total other comprehensive income		$	88,710	$	(9,785)	$	98,495

(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.

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


	13-Week Period Ended Oct. 2, 2021
	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 Jul. 3, 2021	$	(1,061,991)	$	(40,092)	$	(51,096)	$	4,415	$	(1,148,764)
Equity adjustment from foreign currency translation	—		(87,194)		—		—		(87,194)

Amortization of cash flow hedges	—		—		2,155		—		2,155

Change in net investment hedges	—		—		10,165		—		10,165
Change in cash flow hedge	—		—		(429)		—		(429)


Amortization of unrecognized prior service cost	74		—		—		—		74
Amortization of unrecognized net actuarial losses	6,367		—		—		—		6,367
Change in marketable securities	—		—		—		(311)		(311)
Balance as of Oct. 2, 2021	$	(1,055,550)	$	(127,286)	$	(39,205)	$	4,104	$	(1,217,937)


	13-Week Period Ended Sep. 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 Jun. 27, 2020	$	(1,265,714)	$	(402,384)	$	(49,878)	$	7,095	$	(1,710,881)

Equity adjustment from foreign currency translation	—		113,140		—		—		113,140
Amortization of cash flow hedges	—		—		2,155		—		2,155

Change in net investment hedges	—		—		(11,261)		—		(11,261)
Change in cash flow hedge	—		—		(12,967)		—		(12,967)

Amortization of unrecognized prior service cost	137		—		—		—		137
Amortization of unrecognized net actuarial losses	7,765		—		—		—		7,765
Change in marketable securities	—		—		—		(474)		(474)
Balance as of Sep. 26, 2020	$	(1,257,812)	$	(289,244)	$	(71,951)	$	6,621	$	(1,612,386)

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 quarter of fiscal 2022, options to purchase 1,150,645 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 quarter of fiscal 2022 was $17.36.

In the first quarter of fiscal 2022, 412,598 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 quarter of fiscal 2022 was $76.81. The PSUs will convert into shares of Sysco common stock at the end of the three-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 quarter of fiscal 2022, 172,739 restricted stock units were granted to employees. The weighted average grant-date fair value per restricted stock unit granted during the first quarter of fiscal 2022 was $76.63.

Employee Stock Purchase Plan

Plan participants purchased 235,197 shares of common stock under the ESPP during the first quarter of fiscal 2022. The weighted average fair value per employee stock purchase right issued pursuant to the ESPP was $11.78 during the first quarter of fiscal 2022. 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 $29.3 million and $25.8 million for the first quarter of fiscal 2022 and fiscal 2021, respectively.

As of October 2, 2021, there was $154.1 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 1.96 years.

11. INCOME TAXES

Effective Tax Rate

The effective tax rates for the first quarters of fiscal 2022 and 2021 were 25.40% and 16.17%, respectively. As compared to the company’s statutory tax rate, the higher effective tax rate for the first quarter of fiscal 2022 was impacted by the increase in our reserve for uncertain tax positions of $12.0 million, partially offset by (1) the favorable impact of corporate owned life insurance policies that total $1.9 million, and (2) the favorable impact of excess tax benefits of equity-based compensation that totaled $1.4 million. As compared to the company’s statutory tax rate, the lower effective tax rate for the first quarter of fiscal 2021 was impacted by (1) the $7.6 million tax benefit attributable to the sale of the stock of Cake Corporation, (2) the impact of changes in tax law in the United Kingdom (U.K.) of $5.5 million and, (3) the favorable impact of excess tax benefits of equity-based compensation that totaled $2.3 million.

Uncertain Tax Positions

As of October 2, 2021, the gross amount of unrecognized tax benefit and related accrued interest was $32.4 million and $3.8 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

Sysco distributes food and related products to restaurants, healthcare and educational facilities, lodging establishments and other foodservice customers. Our primary operations are located in North America and Europe. Under the accounting provisions related to disclosures about segments of an enterprise, we have aggregated certain operating segments into three reportable segments. “Other” financial information is attributable to our 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 Italian, specialty imports and a wide variety of non-food products;

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

•SYGMA – our U.S. customized distribution operations serving quick-service chain restaurant customer locations; and

•Other – primarily our hotel supply operations, Guest Worldwide.

The accounting policies for the segments are the same as those disclosed by Sysco for its consolidated financial statements. Our Global Support Center generally includes all expenses of the corporate office and Sysco’s shared service operations. These also include all U.S. share-based compensation costs.

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


	13-Week Period Ended
	Oct. 2, 2021		Sep. 26, 2020
Sales:	(In thousands)
U.S. Foodservice Operations	$	11,602,963	$	7,921,533
International Foodservice Operations	2,895,247		2,163,693
SYGMA	1,704,033		1,524,148
Other	254,303		168,005
Total	$	16,456,546	$	11,777,379

	13-Week Period Ended
	Oct. 2, 2021		Sep. 26, 2020
Operating income (loss):	(In thousands)
U.S. Foodservice Operations	$	797,523	$	588,409
International Foodservice Operations	36,676		(537)
SYGMA	(2,447)		11,692
Other	6,456		(5)
Total segments	838,208		599,559
Global Support Center	(206,526)		(179,980)
Total operating income	631,682		419,579
Interest expense	128,214		146,717
Other (income) expense, net	(3,252)		14,124
Earnings before income taxes	$	506,720	$	258,738

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 July 3, 2021, 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 July 3, 2021 (our fiscal 2021 Form 10-K), as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report.

Highlights

Our first quarter of fiscal 2022 results were strong due to substantial sales momentum surpassing first quarter of fiscal 2019 levels. Our results increased sequentially each month of the quarter, despite the presence of the Delta variant of COVID-19. Customers are responding positively to Sysco’s relative supply chain strength, our new purpose platform and our improving capabilities driven by our Recipe for Growth strategy. Our financial results demonstrate our ability to gain market share in this business climate. See below for a comparison of our fiscal 2022 results to our fiscal 2021 results, both including and excluding Certain Items (as defined below).

Comparisons of results from the first quarter of fiscal 2022 to the first quarter of fiscal 2021 are presented below:

•Sales:

◦increased 39.7%, or $4.7 billion, to $16.5 billion;

•Operating income:

◦increased 50.6%, or $212.1 million, to $631.7 million;

◦adjusted operating income increased 87.9%, or $320.4 million, to $685.1 million;

•Net earnings:

◦increased 74.3%, or $161.1 million, to $378.0 million;

◦adjusted net earnings increased 147.9%, or $256.5 million, to $429.9 million;

•Basic earnings per share:

◦increased 72.1%, or $0.31, to $0.74 per share;

•Diluted earnings per share:

◦increased 73.8%, or $0.31, to $0.73 per share;

◦adjusted diluted earnings per share increased 144.1%, or $0.49, to $0.83 in fiscal 2022;

•EBITDA:

◦increased 40.2%, or $235.4 million, to $821.4 million; and

◦adjusted EBITDA increased 62.5%, or $328.1 million, to $852.8 million.

The discussion of our results includes certain non-GAAP financial measures, including EBITDA and adjusted EBITDA, 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 to remove the impact of 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; and acquisition-related costs consisting of: (1) intangible amortization expense and (2) acquisition costs and due diligence costs related to our significant acquisitions. Our results for fiscal 2022 are also impacted by the increase in reserves for uncertain tax positions. Our results for the first quarter of fiscal 2021 were also impacted by the reduction of bad debt expense previously recognized in fiscal 2020 due to the impact of the COVID-19 pandemic on the collectability of our pre-pandemic trade receivable balances, by a loss on the sale of a business and by a net benefit from remeasuring net deferred tax assets due to the changes in U.K. tax rates.

The fiscal 2022 and fiscal 2021 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 total Sysco and our International Foodservice Operations results on a constant currency basis.

Trends

Economic and Industry Trends

Despite the presence of the Delta variant of COVID-19, Sysco’s sales improved sequentially through the first quarter of fiscal 2022 and have continued to grow through October 2022, showing our ability to gain market-share in this environment. There was a high volume of cases shipped within the restaurant sector during the first quarter of fiscal 2022, and additional growth is still expected to come in certain segments such as hospitality, business and industry and foodservice management. International travel restrictions are beginning to ease, which we expect will benefit our hospitality sector in specific regions of our business. Our International Foodservice Operations segment improved sequentially throughout the first quarter of fiscal 2022, as restrictions continued to ease across our international regions. The relative performance in the international sector still lags the U.S. sector; however, we believe that the international foodservice markets will experience further recovery as the global effects of the COVID-19 pandemic subside.

Sales and Gross Profit Trends

Our sales and gross profit performance can be influenced by multiple factors, including price, volume, customer mix and product mix. The most significant factor affecting performance in the first quarter of fiscal 2022 was volume growth, as we are experiencing strong results from both independent and chain customers, driven by a 23.8% improvement in local case volume and a 28.1% improvement in total case volume within our U.S. Broadline operations, in each case as compared to the first quarter of fiscal 2021. Sysco continues to lead the industry in how we are supporting our customers during this challenging supply chain period. This has enabled us to gain market share during the first quarter of fiscal 2022. We expect additional recovery to occur, as our volume is yet to fully recover in certain segments, such as hospitality, business and industry, and foodservice management. We are on track to deliver our stated goal of achieving growth at a rate of 1.2 times the industry in fiscal 2022, and we believe that our Recipe for Growth strategy will enable us to accelerate over the next three years and grow at 1.5 times the pace of the industry by the end of fiscal 2024.

In terms of customer mix, the first quarter of fiscal 2022 represented another period of strong net new business wins for Sysco, as we continued our strong momentum and posted compelling wins at the national and local level in the U.S. In Europe, our business is skewed towards the business, industry and travel segments, which remain constrained due to the continuing effects of the COVID-19 pandemic. We expect that our Recipe for Growth strategy will enable our International Foodservice Operations segment to improve how we serve local customers over time and will create a better balance in our customer mix to the more profitable local sector over our current three-year plan.

Although our gross margin decreased 79 points in the first quarter of fiscal 2022, as compared to the prior year period, largely due to the impact of inflation on our sales, we believe we managed our profitability well in the inflationary environment. We passed along this inflation to our customers, and we are successfully growing gross profit dollars. In terms of the impact on pricing, we experienced inflation at a rate of 12.8% combined for the U.S. and Canada during the first quarter of fiscal 2022, primarily in the meat, poultry and canned and dry foods categories. While challenging to predict, we expect inflation to moderate by the fourth quarter of fiscal 2022. The gross margin dilution at the enterprise level was also driven by margin changes at our higher-margin businesses, with the larger U.S. Foodservice Operations segment business growing volume at lower-margin rates. Across our enterprise, each business segment experienced an increase in gross profit dollars per case, despite the decline in the gross margin rate.

Operating Expense Trends

Total operating expenses increased 30.0% during the first quarter of fiscal 2022, as compared to the first quarter of fiscal 2021, driven by the variable costs associated with significantly increased volumes, one-time and short-term transitory expenses associated with the business recovery and transformation investments towards our Recipe for Growth strategy. The largest contributor to the increase was the higher associate-related expenses associated with elevated overtime rates and intentional expenditures to improve our staffing in preparation for additional growth and for increased throughput capacity. We have continued to improve our staffing levels in the second quarter of fiscal 2022, adding 1,000 new supply chain associates, consisting primarily of transportation and warehouse staff. Additionally, we had an unfavorable comparison of bad debt expense, as we recognized a $98.6 million benefit in the first quarter of fiscal 2021 from reducing our reserves on pre-pandemic receivables. In the first quarter of fiscal 2022, we recognized a benefit of $7.1 million from the reversal of pre-pandemic receivable allowances.

Our operating results in the first quarter of fiscal 2022 included $57.0 million of one-time and short-term transitory expenses related to the business recovery, including investments in incremental marketing to advertise open positions, sign-on bonuses for new associates, and referral and retention bonuses for existing staff, and more than $24.4 million of operating expense investments for our Recipe for Growth strategy. We are making these necessary investments to ensure that we can serve our customers to enable us to continue winning market share, profitably, at the national and local level; however, the higher operating expenses had a negative impact on our results for the quarter, and we expect these investments to have a similar impact on our results for the second quarter of fiscal 2022. We anticipate making progress on reducing overtime and on the incremental investments in hiring during the remainder of fiscal 2022; however, we expect investments in transformation to remain elevated early in the transformation process.

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.

Our effective tax rate has been influenced by discrete events, such as tax law changes and excess tax benefits attributable to equity compensation exercises as discussed in Note 11, “Income Taxes,” in the Notes to Consolidated Financial Statements in Item 1 of Part I.

Comparisons to Fiscal 2019

In assessing our financial performance through the business recovery, Sysco’s management compared our results in the first quarter of fiscal 2022 against the first quarter of fiscal 2019. These results include:

•Sales:

◦increased 8.2%, or $1.2 billion, as compared to fiscal 2019;

•Operating income:

◦increased 0.6%, or $3.5 million, as compared to fiscal 2019;

◦adjusted operating income decreased 1.0%, or $6.6 million, as compared to fiscal 2019;

•EBITDA:

◦increased 0.8%, or $6.8 million, as compared to fiscal 2019;

◦adjusted EBITDA decreased 0.6%, or $4.8 million, as compared to fiscal 2019;

•Diluted earnings per share:

◦decreased 9.9%, or $0.08, as compared to fiscal 2019; and

◦adjusted diluted earnings per share decreased 8.8%, or $0.08, as compared to fiscal 2019.

Key items impacting the comparability of Sysco’s results in the first quarter of fiscal 2022 to the first quarter of fiscal 2019 included the one-time and short-term transitory expenses associated with the business recovery and the operating expense investments towards our Recipe for Growth strategy. Additionally, in the first quarter of fiscal 2022, Sysco incurred $50.9 million of on-going interest expense related to senior notes issued in April 2020 as a precautionary measure in response to the COVID-19 pandemic, as the company sought to preserve its available liquidity. Some of the senior notes issued in April 2020 remain outstanding as part of our capital structure.

Mergers and Acquisitions

We continue to focus on mergers and acquisitions as a part of our growth strategy, where we plan to cultivate new channels, new segments and new capabilities. We have completed the following acquisitions thus far in fiscal 2022.

•In the first quarter of 2022, we acquired Greco and Sons, a leading independent specialty Italian distributor in the United States. We expect this acquisition to deliver over $1 billion in incremental sales to Sysco in fiscal 2022.

•In the first quarter of fiscal 2022, we acquired a specialty food distributor in the United Kingdom.

•In the second quarter of 2022, we acquired a regional broadline fresh produce distributor. The acquisition will operate as part of Sysco’s U.S. specialty produce business.

Strategy

Our purpose is “Connecting the World to Share Food and Care for One Another,” which we believe will allow us to grow substantially faster than the foodservice distribution industry and deliver profitable growth through our “Recipe for Growth” transformation. This growth transformation is supported by strategic pillars that we believe will allow us to better serve our customers, including our digital, products and solutions, supply chain, customer teams, and future horizons strategies.

Our various business transformation initiatives remain on track, such as the centralized pricing tool project, which is substantially complete for local customers, and which enables Sysco to strategically manage the high levels of inflation that we are currently experiencing. Other initiatives, such as our personalization engine, continue to expand, while the sales transformation is helping our sales teams continue to win new business. Additionally, we are continuing to improve the efficiency of our organization, such as regionalizing the leadership structure of our specialty business, as we reduce our structural expenses to fund our capital investments. We are in the early stages of our Recipe for Growth, but we can already see the benefits of our developing capabilities in the new customers we are winning and in the progress we are making towards gaining market share. We expect that, as our Recipe for Growth matures, the impact on our top line growth will continue to accelerate. We are committed to profitably growing 1.2 times the market for fiscal 2022 and 1.5 times the market by the end of fiscal 2024, the third year of our three-year strategic plan.

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
	Oct. 2, 2021		Sep. 26, 2020
Sales	100.0	%	100.0	%
Cost of sales	81.9		81.2
Gross profit	18.1		18.8
Operating expenses	14.2		15.3
Operating income	3.8		3.5
Interest expense	0.8		1.2
Other (income) expense, net	—		0.1
Earnings before income taxes	3.1		2.2
Income taxes	0.8		0.4
Net earnings	2.3	%	1.8	%

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
	Oct. 2, 2021
Sales	39.7	%
Cost of sales	41.1
Gross profit	33.9
Operating expenses	30.0
Operating income	50.6
Interest expense	12.6
Other (income) expense, net (1) (2)	123.0
Earnings before income taxes	(95.8)
Income taxes	207.6
Net earnings	74.3	%
Basic earnings per share	72.1	%
Diluted earnings per share	73.8
Average shares outstanding	0.7
Diluted shares outstanding	1.0

(1)Other (income) expense, net was income of $3.3 million and expense of $14.1 million in the first quarter of fiscal 2022 and fiscal 2021, respectively.

The following tables represent our results by reportable segments:


	13-Week Period Ended Oct. 2, 2021
	U.S. Foodservice Operations			International Foodservice Operations			SYGMA			Other			Global Support Center			Consolidated Totals
	(In thousands)
Sales	$	11,602,963		$	2,895,247		$	1,704,033		$	254,303					$	16,456,546
Sales increase (decrease)	46.5		%	33.8		%	11.8		%	51.4		%				39.7		%
Percentage of total	70.5		%	17.6		%	10.4		%	1.5		%				100.0		%

Operating income (loss)	$	797,523		$	36,676		$	(2,447)		$	6,456		$	(206,526)		$	631,682
Operating income (loss) increase (decrease)	35.5		%	NM			NM			NM			14.7		%	50.6		%
Percentage of total segments	95.1		%	4.4		%	(0.3)		%	0.8		%				100.0		%
Operating income (loss) as a percentage of sales	6.9		%	1.3		%	(0.1)		%	2.5		%				3.8		%


	13-Week Period Ended Sep. 26, 2020
	U.S. Foodservice Operations			International Foodservice Operations			SYGMA			Other			Global Support Center		Consolidated Totals
	(In thousands)
Sales	$	7,921,533		$	2,163,693		$	1,524,148		$	168,005				$	11,777,379

Percentage of total	67.3		%	18.4		%	12.9		%	1.4		%			100.0		%

Operating income	$	588,409		$	(537)		$	11,692		$	(5)		$	(179,980)	$	419,579

Percentage of total segments	98.1		%	(0.1)		%	2.0		%	—		%			100.0		%
Operating income as a percentage of sales	7.4		%	—		%	0.8		%	—		%			3.6		%

Based on information in Note 13, “Business Segment Information,” in the Notes to Consolidated Financial Statements in Item 1 of Part I, in the first quarter of fiscal 2022, U.S. Foodservice Operations and International Foodservice Operations collectively represented approximately 88.1% of Sysco’s overall sales and 99.5% of total segment operating income. 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 Oct. 2, 2021		13-Week Period Ended Sep. 26, 2020		Change in Dollars		% Change
	(Dollars in thousands)
Sales	$	11,602,963	$	7,921,533	$	3,681,430	46.5	%
Gross profit	2,185,154		1,599,707		585,447		36.6
Operating expenses	1,387,631		1,011,298		376,333		37.2
Operating income	$	797,523	$	588,409	$	209,114	35.5	%

Gross profit	$	2,185,154	$	1,599,707	$	585,447	36.6	%
Adjusted operating expenses (Non-GAAP)	1,389,394		1,096,675		292,719		26.7
Adjusted operating income (Non-GAAP)	$	795,760	$	503,032	$	292,728	58.2	%

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)
	13-Week Period
	(Dollars in millions)
Cause of change	Percentage		Dollars
Case volume	28.7	%	$	2,273.8
Inflation (1)	13.5		1,069.6
Acquisitions (2)	2.1		167.0
Other (3)	2.2		171.0
Total change in sales	46.5	%	$	3,681.4

(1)Includes product cost inflation of 13.4% for U.S. Broadline operations.

(2)Includes the impact of the Greco and Sons acquisition.

(3)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.”

The primary driver of the sales increase was the significant improvement in case volume in our U.S. Broadline operations as a result of the business recovery from the COVID-19 pandemic. Case volumes from our U.S. Broadline operations increased 28.1% in the first quarter of fiscal 2022, as compared to the first quarter of fiscal 2021, and included a 23.8% improvement in locally managed customer case growth, along with a 33.9% increase in national customer case volume. The increases in U.S. Broadline case volumes represent organic growth.

Operating Income

The increase in operating income for the first quarter of fiscal 2022, as compared to the first quarter of fiscal 2021, was driven by gross profit dollar growth and partially offset by an increase in operating expenses.

Gross profit dollar growth in the first quarter of fiscal 2022, as compared to the first quarter of fiscal 2021, was driven primarily by the improvement in local cases and the pass through of higher inflation to our customers, partially offset by a decline in penetration of Sysco-branded products. The estimated change in product costs, an internal measure of inflation or deflation, for the first quarter of fiscal 2022 for our U.S. Broadline operations was inflation of 13.4%. For the first quarter of fiscal 2022, this change in product costs was primarily driven by inflation in the meat, poultry, and canned and dry foods categories. Gross margin, which is gross profit as a percentage of sales, was 18.83% in the first quarter of fiscal 2022, which

was a decrease of 136 basis points compared to gross margin of 20.19% in the first quarter of fiscal 2021, primarily attributable to inflationary pressure.

The increase in operating expenses for the first quarter of fiscal 2022, as compared to the first quarter of fiscal 2021, was primarily driven by variable costs associated with increased volumes and largely from short-term transitory expenses associated with the business recovery, including increases in associate-related costs associated with recruiting and hiring additional supply chain associates. Additionally, we experienced an unfavorable comparison of bad debt expense in the first quarter of fiscal 2022, as compared to fiscal 2021, which included a net bad debt benefit due to the significant reduction of reserves on pre-pandemic receivables.

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 Oct. 2, 2021		13-Week Period Ended Sep. 26, 2020		Change in Dollars		% Change
	(Dollars in thousands)
Sales	$	2,895,247	$	2,163,693	$	731,554	33.8	%
Gross profit	589,134		450,398		138,736		30.8
Operating expenses	552,458		450,935		101,523		22.5
Operating income (loss)	$	36,676	$	(537)	$	37,213	NM

Gross profit	$	589,134	$	450,398	$	138,736	30.8	%
Adjusted operating expenses (Non-GAAP)	525,017		431,616		93,401		21.6
Adjusted operating income (Non-GAAP)	$	64,117	$	18,782	$	45,335	241.4	%

Sales on a constant currency basis (Non-GAAP)	$	2,773,852	$	2,163,693	$	610,159	28.2	%
Gross profit on a constant currency basis (Non-GAAP)	566,400		450,398		116,002		25.8
Adjusted operating expenses on a constant currency basis (Non-GAAP)	503,943		431,616		72,327		16.8
Adjusted operating income (Non-GAAP)	$	62,457	$	18,782	$	43,675	232.5	%

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)
	13-Week Period
	(Dollars in millions)
Cause of change	Percentage		Dollars
Inflation	3.3	%	$	71.9

Foreign currency	5.7		122.9
Other (1)	24.8		536.8
Total change in sales	33.8	%	$	731.6

(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 first quarter of fiscal 2022 were higher, as compared to the first quarter of fiscal 2021, primarily due to the significant improvement in volume, as restrictions continued to ease across our European, Canadian and Latin American businesses.

Operating Income

The increase in operating income for the first quarter of fiscal 2022, as compared to the first quarter of fiscal 2021, was primarily due to the continuing recovery in business resulting from COVID-19 restrictions lifting in many international regions.

The increase in gross profit dollars in the first quarter of fiscal 2022, as compared to the first quarter of fiscal 2021, was primarily attributable to the increase in sales volume and inflation.

The increase in operating expenses for the first quarter of fiscal 2022, as compared to the first quarter of fiscal 2021, was primarily due to an increase in associate-related costs associated with hiring associates to manage the business recovery. Additionally, we had an unfavorable comparison of bad debt expense, as fiscal 2021 included a reduction of reserves on pre-pandemic receivables.

Results of SYGMA and Other Segment

For SYGMA, sales were 11.8% higher in the first quarter of fiscal 2022, as compared to the first quarter of fiscal 2021, primarily from an increase in case volume driven by the success of national and regional quick service restaurants, partially offset by a decrease in volume due to the planned exit of a large regional customer. Operating income decreased by $14.1 million in the first quarter of fiscal 2022, as compared to the first quarter of fiscal 2021, as our increased investments in business recovery staffing drove an increase in operating expenses to exceed gross profit dollar growth from increased case volume.

For the operations that are grouped within Other, operating income increased $6.5 million in the first quarter of fiscal 2022, as compared to the first quarter of fiscal 2021, primarily due to the recovery of our hospitality business, Guest Worldwide, which had a gross profit increase of 75.2% in the first quarter of fiscal 2022. This business has improved as hospitality occupancy rates have grown from prior year levels.

Global Support Center Expenses

Our Global Support Center generally includes all expenses of the corporate office and Sysco’s shared service operations. These expenses in the first quarter of fiscal 2022 increased $29.0 million, or 16.3%, as compared to the first quarter of fiscal 2021, primarily due to higher charges for professional fees, including acquisition and due diligence costs associated certain acquisitions, as well as higher associate-related expenses.

Included in Global Support Center expenses are Certain Items that totaled $27.7 million in the first quarter of fiscal 2022, as compared to $12.0 million in the first quarter of fiscal 2021. Certain Items impacting the first quarter of fiscal 2022 were primarily expenses associated with our business technology transformation initiatives and expenses associated with acquisitions. Certain Items impacting the first quarter of fiscal 2021 were primarily expenses associated with our business technology transformation initiatives.

Interest Expense

Interest expense decreased $18.5 million for the first quarter of fiscal 2022, as compared to the first quarter of fiscal 2021, primarily attributable to lower fixed debt volume, along with lower floating interest rates.

Net Earnings

Net earnings increased 74.3% in the first quarter of fiscal 2022, as compared to the first quarter of fiscal 2021, 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, increased 147.9% in the first quarter of fiscal 2022, primarily due to a significant increase in sales volume, partially offset by an unfavorable tax expense compared to the prior year.

Earnings Per Share

Basic earnings per share in the first quarter of fiscal 2022 were $0.74, a 72.1% increase from the comparable prior year amount of $0.43 per share. Diluted earnings per share in the first quarter of fiscal 2022 were $0.73, a 73.8% increase from the comparable prior year period amount of $0.42 per share.

Adjusted diluted earnings per share, excluding Certain Items, in the first quarter of fiscal 2022 were $0.83, a 144.1% decrease from the comparable prior year amount of $0.34 per share.

Non-GAAP Reconciliations


Our discussion of our results includes certain non-GAAP financial measures, including EBITDA and adjusted EBITDA, 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 to remove the impact of 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; and by acquisition-related costs consisting of: (1) intangible amortization expense and (2) acquisition costs and due diligence costs related to our significant acquisitions. Our results for the first quarter of fiscal 2022 are also impacted by the increase in reserves for uncertain tax positions. Sysco’s results for the first quarter of fiscal 2022 and fiscal 2021 were also impacted by the reduction of bad debt expense previously recognized in fiscal 2020 due to the impact of the COVID-19 pandemic on the collectability of our pre-pandemic trade receivable balances, by a loss on the sale of a business and by a net benefit from remeasuring net deferred tax assets due to the changes in U.K. tax rates.

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 total Sysco and 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 total Sysco and 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 and (2) facilitates comparisons on a year-over-year basis.

Although Sysco has a history of growth through acquisitions, certain acquisitions were 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 periods the impact of acquisition-related intangible amortization, acquisition costs and due-diligence costs specific to our significant acquisitions. We believe this approach significantly enhances the comparability of Sysco’s results for fiscal 2022 and fiscal 2021.

Set forth below is a reconciliation of sales, operating expenses, operating income, 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 Oct. 2, 2021			13-Week Period Ended Sep. 26, 2020			Change in Dollars		% Change
Sales (GAAP)	$	16,456,546		$	11,777,379		$	4,679,167	39.7	%


Impact of currency fluctuations (1)	(124,726)			—			(124,726)		(1.1)
Comparable sales using a constant currency basis (Non-GAAP)	$	16,331,820		$	11,777,379		$	4,554,441	38.7	%

Gross profit (GAAP)	$	2,971,708		$	2,219,845		$	751,863	33.9	%


Impact of currency fluctuations (1)	(23,863)			—			(23,863)		(1.1)
Comparable gross profit using a constant currency basis (Non-GAAP)	$	2,947,845		$	2,219,845		$	728,000	32.8	%





Gross margin (GAAP)	18.06		%	18.85		%			-79 bps
Impact of currency fluctuations (1)	(0.01)			—					-1 bps
Comparable Gross margin using a constant currency basis (Non-GAAP)	18.05		%	18.85		%			-80 bps

Operating expenses (GAAP)	$	2,340,026		$	1,800,266		$	539,760	30.0	%
Impact of restructuring and transformational project costs (2)	(24,511)			(25,964)			1,453		5.6
Impact of acquisition-related costs (3)	(35,926)			(17,755)			(18,171)		(102.3)
Impact of bad debt reserve adjustments (4)	7,061			98,629			(91,568)		(92.8)

Operating expenses adjusted for Certain Items (Non-GAAP)	2,286,650			1,855,176			431,474		23.3


Impact of currency fluctuations (1)	(21,751)			—			(21,751)		(1.2)
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	2,264,899		$	1,855,176		$	409,723	22.1	%

Operating income (GAAP)	$	631,682		$	419,579		$	212,103	50.6	%
Impact of restructuring and transformational project costs (2)	24,511			25,964			(1,453)		(5.6)
Impact of acquisition-related costs (3)	35,926			17,755			18,171		102.3
Impact of bad debt reserve adjustments (4)	(7,061)			(98,629)			91,568		92.8

Operating income adjusted for Certain Items (Non-GAAP)	685,058			364,669			320,389		87.9	%


Impact of currency fluctuations (1)	(2,112)			—			(2,112)		(0.6)
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	682,946		$	364,669		$	318,277	87.3	%










Other (income) expense (GAAP)	$	(3,252)		$	14,124		$	(17,376)	123.0	%
Impact of loss on sale of business	—			(12,043)			12,043		NM
Other (income) expense adjusted for Certain Items (Non-GAAP)	$	(3,252)		$	2,081		$	(5,333)	256.3	%



Net earnings (GAAP)	$	378,013		$	216,900		$	161,113	74.3	%
Impact of restructuring and transformational project costs (2)	24,511			25,964			(1,453)		(5.6)
Impact of acquisition-related costs (3)	35,926			17,755			18,171		102.3
Impact of bad debt reserve adjustments (4)	(7,061)			(98,629)			91,568		92.8


Impact of loss on sale of business	—			12,043			(12,043)		NM
Tax impact of restructuring and transformational project costs (5)	(6,186)			(5,920)			(266)		(4.5)
Tax impact of acquisition-related costs (5)	(9,066)			(4,048)			(5,018)		(124.0)
Tax impact of bad debt reserves adjustments (5)	1,782			22,488			(20,706)		(92.1)

Tax impact of loss on sale of business (5)	—			(7,553)			7,553		NM
Impact of adjustments to uncertain tax positions	12,000			—			12,000		NM
Impact of foreign tax rate change (6)	—			(5,548)			5,548		NM
Net earnings adjusted for Certain Items (Non-GAAP)	$	429,919		$	173,452		$	256,467	147.9	%



Diluted earnings per share (GAAP)	$	0.73	$	0.42	$	0.31	73.8	%
Impact of restructuring and transformational project costs (2)	0.05		0.05		—		—
Impact of acquisition-related costs (3)	0.07		0.03		0.04		133.3
Impact of bad debt reserve adjustments (4)	(0.01)		(0.19)		0.18		94.7


Impact of loss on sale of business	—		0.02		(0.02)		NM
Tax impact of restructuring and transformational project costs (5)	(0.01)		(0.01)		—		—
Tax impact of acquisition-related costs (5)	(0.02)		(0.01)		(0.01)		(100.0)
Tax impact of bad debt reserves adjustments (5)	—		0.04		(0.04)		NM

Tax impact of Impact of loss on sale of business (5)	—		(0.01)		0.01		NM
Impact of adjustments to uncertain tax positions	0.02		—		0.02		NM
Impact of foreign tax rate change (6)	—		(0.01)		0.01		NM
Diluted earnings per share adjusted for Certain Items (Non-GAAP) (7)	$	0.83	$	0.34	$	0.49	144.1	%


(1)			Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on current year results.
(2)			Fiscal 2022 includes $16 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy and $8 million related to restructuring charges. Fiscal 2021 includes $13 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy and $13 million of primarily consisting of restructuring charges.
(3)			Fiscal 2022 includes $22 million of intangible amortization expense and $14 million in acquisition and due diligence costs, which are primarily included in Global Support Center expenses. Fiscal 2021 represents $18 million related to intangible amortization expense.
(4)			Fiscal 2022 and 2021 represent the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(5)			The tax impact of adjustments for Certain Items are calculated by multiplying the pretax impact of each Certain Item by the statutory rates in effect for each jurisdiction where the Certain Item was incurred.
(6)			Fiscal 2021 represents a net benefit from remeasuring Sysco’s accrued income taxes, deferred tax asset and deferred tax liabilities due to changes in tax rates in the United Kingdom.
(7)			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.


	13-Week Period Ended Oct. 2, 2021			13-Week Period Ended Sep. 29, 2018			Change in Dollars		% Change
Sales (GAAP)	$	16,456,546		$	15,215,279		$	1,241,267	8.2	%
Gross profit (GAAP)	2,971,708			2,903,785			67,923		2.3	%
Gross margin (GAAP)	18.06		%	19.08		%			-103

Operating expenses (GAAP)	$	2,340,026		$	2,275,645		$	64,381	2.8	%
Impact of restructuring and transformational project costs (1)	(24,511)			(40,903)			16,392		40.1	%
Impact of acquisition-related costs (2)	(35,926)			(22,636)			(13,290)		(58.7)	%
Impact of bad debt reserve adjustments (3)	7,061			—			7,061		NM
Comparable operating expenses adjusted for Certain Items (Non-GAAP)	$	2,286,650		$	2,212,106		$	74,544	3.4	%

Operating income (GAAP)	$	631,682		$	628,140		$	3,542	0.6	%
Impact of restructuring and transformational project costs (1)	24,511			40,903			(16,392)		(40.1)	%
Impact of acquisition-related costs (2)	35,926			22,636			13,290		58.7	%
Impact of bad debt reserve adjustments (3)	(7,061)			—			(7,061)		NM
Operating income adjusted for Certain Items (Non-GAAP)	$	685,058		$	691,679		$	(6,621)	(1.0)	%

Net earnings (GAAP)	$	378,013		$	431,042		$	(53,029)	(12.3)	%
Impact of restructuring and transformational project costs (1)	24,511			40,903			(16,392)		(40.1)	%
Impact of acquisition-related costs (2)	35,926			22,636			13,290		58.7	%
Impact of bad debt reserve adjustments (3)	(7,061)			—			(7,061)		NM
Tax impact of restructuring and transformational project costs (4)	(6,186)			(10,674)			4,488		42.0	%
Tax impact of acquisition-related costs (4)	(9,066)			(4,691)			(4,375)		(93.3)	%
Tax impact of bad debt reserves adjustments (4)	1,782			—			1,782		NM
Impact of adjustments to uncertain tax positions	12,000			—			12,000		NM
Net earnings adjusted for Certain Items (Non-GAAP)	$	429,919		$	479,216		$	(49,297)	(10.3)	%

Diluted earnings per share (GAAP)	$	0.73		$	0.81		$	(0.08)	(9.9)	%
Impact of restructuring and transformational project costs (1)	0.05			0.08			(0.03)		(37.5)	%
Impact of acquisition-related costs (2)	0.07			0.04			0.03		75.0	%
Impact of bad debt reserve adjustments (3)	(0.01)			—			(0.01)		NM
Tax impact of restructuring and transformational project costs (4)	(0.01)			(0.02)			0.01		50.0	%
Tax impact of acquisition-related costs (4)	(0.02)			(0.01)			(0.01)		(100.0)	%
Tax impact of bad debt reserves adjustments (4)	—			—			—		NM
Impact of adjustments to uncertain tax positions	0.02			—			0.02		NM
Diluted earnings per share adjusted for Certain Items (Non-GAAP) (5)	$	0.83		$	0.91		$	(0.08)	(8.8)	%


(1)			Fiscal 2022 includes $16 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy, and $8 million primarily consisting of restructuring charges. Fiscal 2019 includes $26 million related to various transformation initiative costs and $15 million related to severance, restructuring and facility closure charges.
(2)			Fiscal 2022 includes $22 million of intangible amortization expense and $14 million of acquisition and due diligence costs, which are primarily included in Global Support Center expenses. Fiscal 2019 includes $21 million of intangible amortization expense and $1 million of acquisition costs.
(3)			Fiscal 2022 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 is 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.


	13-Week Period Ended Oct. 2, 2021			13-Week Period Ended Sep. 26, 2020			Change in Dollars		%/bps Change
U.S. FOODSERVICE OPERATIONS












Operating expenses (GAAP)	$	1,387,631		$	1,011,298		$	376,333	37.2	%
Impact of restructuring and transformational project costs	(3)			(940)			937		99.7
Impact of acquisition-related costs (1)	(4,654)			—			(4,654)		NM
Impact of bad debt reserve adjustments (2)	6,420			86,317			(79,897)		(92.6)

Operating expenses adjusted for Certain Items (Non-GAAP)	$	1,389,394		$	1,096,675		$	292,719	26.7	%



Operating income (GAAP)	$	797,523		$	588,409		$	209,114	35.5	%
Impact of restructuring and transformational project costs	3			940			(937)		(99.7)
Impact of acquisition-related costs (1)	4,654			—			4,654		NM
Impact of bad debt reserve adjustments (2)	(6,420)			(86,317)			79,897		92.6

Operating income adjusted for Certain Items (Non-GAAP)	$	795,760		$	503,032		$	292,728	58.2	%



INTERNATIONAL FOODSERVICE OPERATIONS
Sales (GAAP)	$	2,895,247		$	2,163,693		$	731,554	33.8	%


Impact of currency fluctuations (3)	(121,395)			—			(121,395)		(5.6)
Comparable sales using a constant currency basis (Non-GAAP)	$	2,773,852		$	2,163,693		$	610,159	28.2	%

Gross profit (GAAP)	$	589,134		$	450,398		$	138,736	30.8	%


Impact of currency fluctuations (3)	(22,734)			—			(22,734)		(5.0)
Comparable gross profit using a constant currency basis (Non-GAAP)	$	566,400		$	450,398		$	116,002	25.8	%





Gross margin (GAAP)	20.35		%	20.82		%			-48 bps
Impact of currency fluctuations (3)	(0.07)			—					-7 bps
Comparable gross margin using a constant currency basis (Non-GAAP)	20.42		%	20.82		%			-40 bps

Operating expenses (GAAP)	$	552,458		$	450,935		$	101,523	22.5	%
Impact of restructuring and transformational project costs (4)	(9,426)			(12,993)			3,567		27.5
Impact of acquisition-related costs (5)	(18,656)			(17,755)			(901)		(5.1)
Impact of bad debt reserve adjustments (2)	641			11,429			(10,788)		(94.4)

Operating expenses adjusted for Certain Items (Non-GAAP)	525,017			431,616			93,401		21.6


Impact of currency fluctuations (3)	(21,074)			—			(21,074)		(4.9)
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	503,943		$	431,616		$	72,327	16.8	%

Operating income (loss) (GAAP)	$	36,676		$	(537)		$	37,213	NM
Impact of restructuring and transformational project costs (4)	9,426			12,993			(3,567)		(27.5)
Impact of acquisition-related costs (5)	18,656			17,755			901		5.1
Impact of bad debt reserve adjustments (2)	(641)			(11,429)			10,788		94.4

Operating income adjusted for Certain Items (Non-GAAP)	64,117			18,782			45,335		241.4


Impact of currency fluctuations (3)	(1,660)			—			(1,660)		(8.8)
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	62,457		$	18,782		$	43,675	232.5	%

SYGMA












Operating expenses (GAAP)	$	140,604		$	119,849		$	20,755	17.3	%
Impact of restructuring and transformational project costs	—			(13)			13		NM



Operating expenses adjusted for Certain Items (Non-GAAP)	$	140,604		$	119,836		$	20,768	17.3	%



Operating (loss) income (GAAP)	$	(2,447)		$	11,692		$	(14,139)	(120.9)	%
Impact of restructuring and transformational project costs	—			13			(13)		NM



Operating (loss) income adjusted for Certain Items (Non-GAAP)	$	(2,447)		$	11,705		$	(14,152)	(120.9)	%



OTHER












Operating expenses (GAAP)	$	52,565	$	40,435	$	12,130	30.0	%


Impact of bad debt reserve adjustments (2)	—		883		(883)		NM

Operating expenses adjusted for Certain Items (Non-GAAP)	$	52,565	$	41,318	$	11,247	27.2	%



Operating income (loss) (GAAP)	$	6,456	$	(5)	$	6,461	NM


Impact of bad debt reserve adjustments (2)	—		(883)		883		NM

Operating income (loss) adjusted for Certain Items (Non-GAAP)	$	6,456	$	(888)	$	7,344	NM



GLOBAL SUPPORT CENTER




Operating expenses (GAAP)	$	206,768	$	177,749	$	29,019	16.3	%
Impact of restructuring and transformational project costs (6)	(15,082)		(12,018)		(3,064)		(25.5)
Impact of acquisition-related costs (7)	(12,616)		—		(12,616)		NM


Operating expenses adjusted for Certain Items (Non-GAAP)	$	179,070	$	165,731	$	13,339	8.0	%



Operating loss (GAAP)	$	(206,526)	$	(179,980)	$	(26,546)	14.7	%
Impact of restructuring and transformational project costs (6)	15,082		12,018		3,064		25.5
Impact of acquisition-related costs (7)	12,616		—		12,616		NM


Operating loss adjusted for Certain Items (Non-GAAP)	$	(178,828)	$	(167,962)	$	(10,866)	6.5	%


(1)			Fiscal 2022 includes $3 million intangible amortization expense and acquisition costs.
(2)			Fiscal 2022 and 2021 represent 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 and facility closure costs primarily in Europe.
(5)			Represents intangible amortization expense.
(6)			Includes various transformation initiative costs, primarily consisting of changes to our business technology strategy.
(7)			Represents due diligence costs.

			NM represents that the percentage change is not meaningful.

EBITDA and Adjusted EBITDA

EBITDA and adjusted EBITDA should not be used as a substitute for the most comparable GAAP measure in assessing Sysco’s overall financial performance 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 2021 Form 10-K for discussions around this non-GAAP performance metric. Set forth below is a reconciliation of actual net earnings to EBITDA and to adjusted EBITDA results for the periods presented (dollars in thousands):


	13-Week Period Ended Oct. 2, 2021		13-Week Period Ended Sep. 26, 2020		Change in Dollars		% Change
Net earnings (GAAP)	$	378,013	$	216,900	$	161,113	74.3	%
Interest (GAAP)	128,214		146,717		(18,503)		(12.6)	%
Income taxes (GAAP)	128,707		41,838		86,869		207.6
Depreciation and amortization (GAAP)	186,466		180,520		5,946		3.3
EBITDA (Non-GAAP)	$	821,400	$	585,975	$	235,425	40.2	%
Certain Item adjustments:
Impact of restructuring and transformational project costs (1)	24,247		25,278		(1,031)		(4.1)
Impact of acquisition-related costs (2)	14,221		—		14,221		NM
Impact of bad debt reserve adjustments (3)	(7,061)		(98,629)		91,568		(92.8)

Impact of impact of loss on sale of business	—		12,043		(12,043)		NM
EBITDA adjusted for Certain Items (Non-GAAP) (4)	$	852,807	$	524,667	$	328,140	62.5	%


(1)			Includes various transformation initiative costs, primarily consisting of changes to our business technology strategy, excluding charges related to accelerated depreciation.
(2)			Fiscal 2022 includes acquisition and due diligence costs.
(3)			Fiscal 2022 and 2021 represent the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(4)			In arriving at adjusted EBITDA, Sysco does not adjust out interest income of $2 million and $4 million for fiscal 2022 and fiscal 2021, respectively, or non-cash stock compensation expense of $29 million and $25 million for fiscal 2022 and fiscal 2021, respectively.


	13-Week Period Ended Oct. 2, 2021		13-Week Period Ended Sep. 29, 2018		Change in Dollars		% Change
Net earnings (GAAP)	$	378,013	$	431,042	$	(53,029)	(12.3)	%
Interest (GAAP)	128,214		89,016		39,198		44.0	%
Income taxes (GAAP)	128,707		106,950		21,757		20.3	%
Depreciation and amortization (GAAP)	186,466		187,627		(1,161)		(0.6)	%
EBITDA (Non-GAAP)	$	821,400	$	814,635	$	6,765	0.8	%
Certain Item adjustments:
Impact of restructuring and transformational project costs (1)	24,247		40,903		(16,656)		(40.7)	%
Impact of acquisition-related costs (2)	14,221		2,056		12,165		NM
Impact of bad debt reserve adjustments (3)	(7,061)		—		(7,061)		NM
EBITDA adjusted for Certain Items (Non-GAAP) (4)	$	852,807	$	857,594	$	(4,787)	(0.6)	%


(1)			Fiscal 2022 includes various transformation initiative costs, primarily consisting of changes to our business technology strategy, excluding charges related to accelerated depreciation. Fiscal 2019 includes $26 million related to various transformation initiative costs and $15 million related to severance, restructuring and facility closure charges, excluding charges related to accelerated depreciation.
(2)			Fiscal 2022 includes acquisition and due diligence costs. Fiscal 2019 represents acquisition costs.
(3)			Fiscal 2022 represents the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(4)			In arriving at adjusted EBITDA, Sysco does not adjust out interest income of $2 million and $1 million for fiscal 2022 and fiscal 2019, respectively, or non-cash stock compensation expense of $29 million in both fiscal 2022 and fiscal 2019.
			NM represents that the percentage change is not meaningful.

Liquidity and Capital Resources

Highlights

As of October 2, 2021, we had $2.1 billion in cash and cash equivalents, approximately 28% of which was held by our international subsidiaries. We produced positive free cash flow in a period of higher working capital investments, one-time and short-term transitory costs related to the business recovery and investments towards our Recipe for Growth strategy. In the table that follows, free cash flow for each period presented is reconciled to net cash provided by operating activities and comparisons of the significant cash flows from the first quarter of fiscal 2022 to the first quarter of fiscal 2021 are provided.


	13-Week Period Ended Oct. 2, 2021		13-Week Period Ended Sep. 26, 2020
	(In thousands)
Net cash provided by operating activities (GAAP)	$	110,812	$	930,914
Additions to plant and equipment	(85,019)		(75,539)
Proceeds from sales of plant and equipment	5,627		7,064
Free Cash Flow (Non-GAAP) (1)	$	31,420	$	862,439

Acquisition of businesses, net of cash acquired	$	(714,010)	$	—

Debt (repayments) borrowings, net	(10,048)		(753,589)
Dividends paid	(240,561)		(228,714)


(1)			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 2021 Form 10-K for discussions around this non-GAAP performance metric.

Sources and Uses of Cash

Sysco’s strategic objectives are funded primarily by cash from operations and, to a lesser extent, external borrowings. Traditionally, our operations have produced significant cash flow and, due to our strong financial position, we believe that we will continue to be able to effectively access capital markets, as needed. Cash is generally allocated to working capital requirements, investments compatible with our overall growth strategy (organic and inorganic), debt management, and shareholder return. Remaining cash balances are invested in high-quality, short-term instruments.

We believe our cash flow from operations, the availability of liquidity under our revolving credit facility, and our ability to access capital from financial markets will be sufficient to meet our anticipated cash requirements for more than the next twelve months, while maintaining sufficient liquidity for normal operating purposes.

Cash Flows

Operating Activities

We generated $110.8 million in cash flows from operations in the first quarter of fiscal 2022, compared to cash flows from operative activities of $930.9 million in the first quarter of fiscal 2021. These amounts include year-over-year unfavorable comparisons on working capital and accrued expenses, partially offset by higher operating results.

Changes in working capital had a negative impact of $886.1 million on cash flow from operations period-over-period. There were unfavorable comparisons on receivables, inventories and accounts payable. The unfavorable comparison in cash flows from accounts receivables is primarily due to our customers beginning to purchase more in the first quarter of fiscal 2022, coupled with significantly lower sales in the first quarter of fiscal 2021 resulting from the COVID-19 pandemic. In the first quarter of fiscal 2021, we recorded a net credit to the provision for losses on receivables totaling $77.8 million, which reflects a benefit on the reduction of our allowance for pre-pandemic receivable balances, as collection rates exceeded our expectations. In the first quarter of fiscal 2022, we invested heavily in inventory, and we ended the quarter with inventory on-hand and inventory on-order in a combined amount that exceeds our pre-COVID-19 levels. This positions us to be able to ship product on time and in full during the recovery from COVID-19. Accounts payable has increased, as we continue our business recovery

efforts and investments in inventory. In the first quarter of fiscal 2021, we experienced a greater benefit within our accounts payable due to extended payment terms implemented at that time.

Included in the change in accrued expenses was a negative comparison, primarily from accrued interest expenses due to the timing of interest payments in the first quarter of fiscal 2022, as compared to the first quarter of fiscal 2021. In fiscal 2022, these interest payments were included in our first quarter, whereas payments on these same notes occurred in the second quarter of fiscal 2021.

Investing Activities

Our capital expenditures in the first quarter of fiscal 2022 primarily consisted of investments in technology equipment, buildings and building improvements, warehouse equipment, and fleet. Our capital expenditures in the first quarter of fiscal 2022 were $9.5 million higher than in the first quarter of fiscal 2021, as investments are made towards advancing our Recipe for Growth strategy.

During the first quarter of fiscal 2022, we paid $714.0 million, net of cash acquired, for acquisitions. There were no such acquisitions made in the first quarter of fiscal 2021.

Financing Activities

Equity Transactions

Proceeds from exercises of share-based compensation awards were $17.9 million in the first quarter of fiscal 2022, as compared to $31.9 million in the first quarter of fiscal 2021. 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.

We made no share repurchases during the first quarter of fiscal 2022; however, given the strength of our results of operations and financial position, we expect to commence share repurchases of up to $500 million for fiscal 2022 under our $5.0 billion share repurchase program beginning in the second quarter of fiscal 2022.

Dividends paid in the first quarter of fiscal 2022 were $240.6 million, or $0.47 per share, as compared to $228.7 million, or $0.45 per share, in the first quarter of fiscal 2021. In August 2021, we declared our regular quarterly dividend for the first quarter of fiscal 2022 of $0.47 per share, which was paid in October 2021.

Debt Activity and Borrowing Availability

Our debt activity, including issuances and repayments, if any, 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 October 2, 2021 are disclosed within that note.

During the first 13 weeks of fiscal 2022, we amended our revolving credit facility to (a) eliminate the covenant that had restricted (i) increases to Sysco’s regular quarterly dividend and (ii) share repurchases, in each case, until the earlier of September 2022 or the date on which Sysco has achieved a certain ratio of consolidated EBITDA to consolidated interest expense, and (b) adjust the covenant requiring Sysco to maintain a certain ratio of consolidated EBITDA to consolidated interest expense.

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 October 2, 2021, Sysco had a total of $10.6 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. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” contained in our fiscal 2021 Form 10-K for additional information regarding the terms of the guarantees.

Basis of Preparation of the Summarized Financial Information

The summarized financial information of Sysco Corporation (issuer), and certain wholly owned U.S. Broadline subsidiaries (guarantors) (together, 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. The following tables include summarized financial information of the obligor group for the periods presented.


Combined Parent and Guarantor Subsidiaries Summarized Balance Sheet	Oct. 2, 2021		Jul. 3, 2021
	(In thousands)
ASSETS
Receivables due from non-obligor subsidiaries	$	148,565	$	171,718
Current assets	6,251,167		6,661,284
Total current assets	$	6,399,732	$	6,833,002
Notes receivable from non-obligor subsidiaries	$	83,550	$	83,457
Other noncurrent assets	3,981,818		3,933,833
Total noncurrent assets	$	4,065,368	$	4,017,290

LIABILITIES
Payables due to non-obligor subsidiaries	$	76,547	$	203,365
Other current liabilities	2,403,275		2,299,674
Total current liabilities	$	2,479,822	$	2,503,039
Notes payable to non-obligor subsidiaries	$	230,956	$	269,709
Long-term debt	10,127,201		10,139,596
Other noncurrent liabilities	1,306,495		1,209,598
Total noncurrent liabilities	$	11,664,652	$	11,618,903


Combined Parent and Guarantor Subsidiaries Summarized Results of Operations		13-Week Period Ended Oct. 2, 2021
	(In thousands)
Sales		$	10,665,199
Gross profit		1,924,123
Operating income		602,325
Interest expense from non-obligor subsidiaries		11,069
Net earnings		349,251

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 2021 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;

•our 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 expectations regarding the recovery of our travel, hospitality and Food Service Management sectors of our business, and the impact that recovery in such sectors will have on our business;

•our expectations regarding our ability to meet our stated growth rate goals for fiscal 2022;

•our belief that our Recipe for Growth strategy will enable us to accelerate over the next three years to meet our growth target by the end of fiscal 2024;

•our expectations that our Recipe for Growth strategy will enable our International Foodservice Operations segment to improve how we serve local customers and will create a better balance in our customer mix;

•our expectations regarding inflation;

•our expectations regarding the impact of certain investments on our ability to serve customers and continue to gain market share, and our expectations regarding the impact of such investments on our results for the second quarter of 2022;

•our expectations regarding the impact of the acquisition of Greco and Sons on incremental sales;

•our expectations regarding our efforts to reduce overtime rates and the incremental investments in hiring, and our expectations regarding the effects thereof on profits throughout fiscal 2022 and the size of such investments;

•our ability to grow substantially faster than the foodservice distribution industry and deliver profitable growth through our Recipe for Growth strategy;

•our belief that our growth transformation will allow us to better serve our customers;

•the continuing expansion of other business transformation initiatives, such as our personalization engine;

•our expectations regarding growth in customers and gains in market share;

•estimates regarding the outcome of legal proceedings;

•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 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 2022;

•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;

•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; and

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

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 2021 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 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 2021 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 2021 Form 10-K. There have been no significant changes to our market risks since July 3, 2021.

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 October 2, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (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 October 2, 2021, 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 October 2, 2021, 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 material environmental matters to disclose for this period.

From time to time, we may be party to legal proceedings that arise in the ordinary course of our business. We do not believe there are any pending legal proceedings that, individually or in the aggregate, will have a material adverse effect on the company’s financial condition, results of operations or cash flows.

Item 1A. Risk Factors

There were no material changes from the risk factors disclosed in Item 1A of our fiscal 2021 Form 10-K.

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

Recent Sales of Unregistered Securities

None

Issuer Purchases of Equity Securities

As we made no share repurchases during the first quarter of fiscal 2022, the following table represents shares tendered during the period:


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 (2)	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
Month #1
July 4 - July 31	—	$	—	—	—
Month #2
August 1 - August 28	—	—		—	—
Month #3
August 29 - October 2	1,245	80.25		99,911	—
Totals	1,245	$	80.25	99,911	—

(1)The total number of shares purchased includes 0, 0 and 1,245 shares tendered by individuals in connection with stock option exercises in Month #1, Month #2 and Month #3, respectively.

(2)See the discussion in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Equity Transactions” for additional information regarding Sysco’s share repurchase program.

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 27, 2021, incorporated by reference to Exhibit 3.4 to the Form 10-K for the year ended July 3, 2021 filed on August 30, 2021 (File No. 1-6544).

4.5#	—	Description of Sysco Corporation Securities.

10.1	—	Amendment No. 3 dated as of September 22, 2021 to Credit Agreement dated as of June 28, 2019, among Sysco Corporation, Sysco Canada, Inc., Sysco EU II S.à r.l., the subsidiary guarantors party thereto, JP Morgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, incorporated by reference to Exhibit 10.1 to the Form 8-K filed on September 22, 2021 (File No. 1-6544).

10.2#	—	Amendment No. 4 dated as of October 14, 2021 to Credit Agreement dated as of June 28, 2019, among Sysco Corporation, Sysco Canada, Inc., Sysco EU II S.à r.l., the subsidiary guarantors party thereto, JP Morgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.

10.3†#	—	Sysco Corporation Short-Term Incentive Program (SIP) For Corporate SIP Bonus-Eligible Positions (Fiscal Year 2022) adopted effective July 30, 2021.

10.4†#	—	Form of Stock Option Grant Agreement (Fiscal Year 2022) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan.

10.5†#	—	Form of Restricted Stock Unit Grant Agreement (Fiscal Year 2022) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan.

10.6†#	—	Form of Performance Share Unit Grant Agreement (Fiscal Year 2022) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan.

10.7†	—	Summary of Named Executive Officer Compensation, incorporated by reference to the section entitled “Executive Compensation” in the Sysco Corporation Proxy Statement filed on October 6, 2021 (File No. 1‑6544).

10.8†#	—	Performance Share Unit Agreement – Inducement Award For Kevin Hourican dated June 23, 2021, pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan.

10.9†#	—	Performance Share Unit Grant Agreement – Retention Award for Greg Bertrand dated August 19, 2021, pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan.

10.10†#	—	Executive Agreement, dated as of August 21, 2020, by and between Tim Ørting Jørgensen and Brakes Bros LTD.

10.11†#	—	Letter Agreement, dated as of June 29, 2020, by and between Tim Ørting Jørgensen and Sysco Corporation.

10.12†#	—	Letter Agreement, dated as of November 23, 2020, by and between Thomas R. Peck, Jr. and Sysco Corporation.

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 July 3, 2021, filed on August 30, 2021 (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)

___________

# 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: November 9, 2021	By:	/s/ KEVIN P. HOURICAN
		Kevin P. Hourican
		President and Chief Executive Officer

Date: November 9, 2021	By:	/s/ AARON E. ALT
		Aaron E. Alt
		Executive Vice President and
		Chief Financial Officer

Date: November 9, 2021	By:	/s/ ANITA A. ZIELINSKI
		Anita A. Zielinski
		Senior Vice President and
		Chief Accounting Officer


SYSCO CORPORATION
by
			/s/ Ore Owodunni
			Name: Ore Owodunni
			Title: Vice President, Treasurer


JPMORGAN CHASE BANK, N.A., as the Administrative Agent,
by
			/s/ Gregory T. Martin
			Name: Gregory T. Martin
			Title: Executive Director


CREDIT AGREEMENT dated as of June 28, 2019, among SYSCO CORPORATION, as Parent Borrower, SYSCO CANADA, INC. and SYSCO EU II S.À R.L., as Subsidiary Borrowers, THE SUBSIDIARY GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, THE ISSUING BANKS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A., GOLDMAN SACHS BANK USA, THE TORONTO-DOMINION BANK, NEW YORK BRANCH and WELLS FARGO BANK, N.A., as Syndication Agents JPMORGAN CHASE BANK, N.A., BofA SECURITIES, INC., GOLDMAN SACHS BANK USA, TD SECURITIES (USA) LLC and WELLS FARGO SECURITIES, LLC, as Joint Bookrunners and Joint Lead Arrangers


Index Debt Ratings	Facility Fee Rate	Applicable Rate for Eurocurrency Loans , SONIA Loans and Swingline Loans	Applicable Rate for ABR Loans
Category 1 A+ or higher by S&P A1 or higher by Moody’s	0.05%	0.70%	0.00%
Category 2 A by S&P A2 by Moody’s	0.07%	0.805%	0.00%
Category 3 A- by S&P A3 by Moody’s	0.085%	0.915%	0.00%
Category 4 BBB+ by S&P Baa1 by Moody’s	0.10%	1.025%	0.025%


Category 5 BBB by S&P Baa2 by Moody’s	0.125%	1.125%	0.125%
Category 6 BBB- by S&P Baa3 by Moody’s	0.20%	1.550%	0.550%
Category 7 BB+ by S&P and Baa3 or higher by Moody’s or Ba1 by Moody’s and BBB- or higher by S&P	0.275%	1.725%	0.725%
Category 8 Below BBB- by S&P and Category 7 does not apply or Below Baa3 by Moody’s and Category 7 does not apply	0.35%	2.150%	1.150%


Period			Ratio
Fiscal quarter ending on or about June 30, 2021			2.50 to 1.00
Fiscal quarters ending on or about September 30, 2021 and December 31, 2021			3.00 to 1.00
Fiscal quarter ending on or about March 31, 2022			3.50 to 1.00
Fiscal quarter ending on or about June 30, 2022 and each fiscal quarter ending thereafter			4.00 to 1.00


Event			Following Grant Date and prior to Vesting Date
Employment with the Employer terminates because of Disability (as defined in Section 15, below).			•The Award will continue to vest as if active employment continued for the entire vesting period.
Employment with the Employer terminates as a result of a Retirement in Good Standing (as defined in Section 15, below).			•The Award shall: •continue to vest as if active employment continued for the entire vesting period if employment terminates as a result of a Retirement in Good Standing on or after the first Vesting Date. •be forfeited in its entirety if employment terminates as a result of Retirement in Good Standing prior to the first Vesting Date.
Employment with the Employer terminates because of death.			•All unvested RSUs subject to the Award shall immediately vest.
Employment with the Employer involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 15, below).			•The Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting.
Military leave or other leave to the extent required by applicable law			•For this purpose, employment is deemed to continue during the vesting period.
Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1			•The Award will continue to vest as if active employment continued for the entire vesting period.


Performance Period			July 4, 2021 to June 29, 2024
Performance Certification Date			The date of the first Compensation and Leadership Development Committee meeting following the completion of final financial statements for the Performance Period.
Payment Date			As soon as administratively possible following the Performance Certification Date, currently anticipated to be September 1, 2024, but no later than September 30, 2024.


Event			Following commencement of Performance Period and prior to the end of the Performance Period
Employment with the Employer terminates because of Disability (as defined in Section 14, below).			•The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period, taking into account the actual performance of the Company for the Performance Period. •After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date.
Employment with the Employer terminates as a result of a Retirement in Good Standing (as defined in Section 14, below).			•If the Grantee incurs a Retirement in Good Standing before the end of the first fiscal year of the Company since the start of the Performance Period, the Award is forfeited. •If the Grantee incurs a Retirement in Good Standing on or after the complete fiscal year of the Company from start of the Performance Period, such recipient shall be entitled to retain a prorated number of PSUs subject to the Award if such PSUs have been earned. The PSUs will be prorated based on the number of complete calendar months of employment during the Performance Period through the date of termination of employment. •After the Performance Criteria are certified, shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date.
Employment with the Employer terminates because of death.			•The Grantee’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Stock on the date of the Grantee’s death and shall be paid within 75 days after the Grantee’s death.
Employment with the Employer involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 14, below).			•Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been met at Target performance levels.
Military leave or other leave to the extent required by applicable law			•For this purpose, employment is deemed to continue during the Performance Period. •After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date.
Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1			•If less than a complete fiscal year of the Company has passed since the start of the Performance Period before the commencement of such an unpaid leave, the Grantee shall be entitled to retain a prorated number of PSUs subject to the Award. The PSUs earned with respect to such a Grantee will be prorated based on the number of complete calendar months of active employment during the Performance Period, divided by 36. •After the Performance Criteria are certified, the shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date.


Growth	FY22		FY23		FY24
50% of PSU LTI	1.xx Growth	Payout	1.xx Growth	Payout	1.xx Growth	Payout
Maximum	[REDACTED]	200%		200%		200%
		175%		175%		175%
		150%		150%		150%
		125%		125%		125%
Target		100%	[REDACTED]	100%	[REDACTED]	100%
		75%		75%		75%
		50%		50%		50%
		25%		25%		25%
Minimum		0%		0%		0%


TSR Percentile Rank versus S&P 500			Payout Modifier applied to PSU payout
≥ 75th			25%
50th to 55th			No modifier
≤ 35th			-25%


Performance Period			June 28, 2020 to July 2, 2022
Performance Certification Date			The date of the first Compensation and Leadership Development Committee (the “Committee”) meeting following the completion of final financial statements for the Performance Period.
Payment Date			As soon as administratively possible following the Performance Certification Date, currently anticipated to be September 1, 2022, but no later than September 30, 2022.


Event			Following commencement of Performance Period and prior to the end of the Performance Period
Employment with the Company or an Affiliated Company is involuntarily terminated by (i) the Company without Cause; or (ii) the Grantee’s resignation for Good Reason (as defined in the Letter Agreement).			•One hundred percent (100%) of the Make-Whole Equity Grant shall immediately vest, with Performance Criteria deemed to have been met at Target performance levels. •Fifty percent (50%) of the 2020 Annual Equity Award shall immediately vest, with Performance Criteria deemed to have been met at Target performance levels. •The Holding Period required by Section 1(c) above shall not apply to the shares of Stock received in connection with this employment event.
Employment with the Company or an Affiliated Company terminates because of Disability (as defined in Section 14, below).			•The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period, taking into account the actual performance of the Company for the Performance Period. •After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date. •The Holding Period required by Section 1(c) above shall not apply to the shares of Stock received in connection with this employment event.


TSR Percentile Rank versus S&P 500			Payout Modifier applied to # of Target PSUs*
≥75th			+25%
55th			No modifier
≤35th			-25%