Sysco Annual Report 2012

Plain-text annual report

TM 1390 Enclave Parkway Houston, Texas 77077-2099 281.584.1390 www.sysco.com G o o d t h i n g s d e fi n e u s . S y s c o C o r p o r a t i o n 2 0 1 2 A n n u a l R e p o r t Good things Printed on FSC®-certified, 100% post-consumer recycled paper, and paper made from environmentally responsible Eucalyptus pulp. The use of 100% post-consumer recycled fiber in the printing of this report saved: • 55,168 lbs of wood • 80,561 gallons of water • 56 million BTUs of energy • 16,727 lbs of emissions • 4,891 lbs of solid waste Source: Environmental Defense Good things define us. Sysco Corporation 2012 Annual Report TM give us financial strength Shareholder Information Common Stock and Dividend Information Sysco’s common stock is traded on the New York Stock Exchange under the symbol “SYY”. The company has paid quarterly cash dividends on its common stock since its founding as a public company in 1970 and has increased the dividend 43 times in that period. The current quarterly cash dividend is $0.27 per share. Dividend Reinvestment Plan with Optional Cash Purchase Feature Sysco’s Dividend Reinvestment Plan provides a convenient way for shareholders of record to reinvest quarterly cash dividends in Sysco shares automatically, with no service charge or brokerage commissions. The Plan also permits registered shareholders to invest additional money to purchase shares. In addition, certificates may be deposited directly into a Plan account for safekeeping and may be sold directly through the Plan for a modest fee. Shareholders desiring information about the Dividend Reinvestment Plan with Optional Cash Purchase Feature may obtain a brochure and enrollment form by contacting the Transfer Agent and Registrar, American Stock Transfer & Trust Company at 1.888.225.5799. Forward-looking Statements Certain statements made herein are forward- looking statements under the Private Securities Litigation Reform Act of 1995. They include state- ments about expected future performance, the impact and expected benefits of strategic initiatives and our Business Transformation Project, the opportunity to grow our market share, plans regarding expansion and acquisitions, commit- ments and plans regarding our “Roadmap to 2015,” including reducing our cost structure and product costs and delivering sustainable annual EPS growth, the implementation timeline for certain initiatives, including Sysco 360, and our goal of reducing operating costs $300–$350 million annually by 2015. These statements are based on management’s current expectations and estimates; actual results may differ materially. The success of Sysco’s stra- tegic initiatives and our Business Transformation Project could be affected by conditions in the economy and the industry and internal factors such as the ability to control expenses, including fuel costs. We have experienced delays in the implementation of our Business Transformation Project and the expected costs of our Business Transformation Project may be greater or less than currently expected, as we may encounter the need for changes in design or revisions of the project calendar and budget. Our business and results of operations may be adversely affected if we experi- ence operating problems, scheduling delays, cost overages, or limitations on the extent of the busi- ness transformation during the ERP implementation process. As implementation of the ERP system and other initiatives within the Business Transformation Project begins, there may be changes in design or timing that impact near-term expense and cause us to revise the project calendar and budget, and additional hiring and training of employees and consultants may be required, which could also impact project expense and timing. Our Business Transformation Project initiatives related to ERP implementation, category management and cost transformation may not provide the expected bene- fits or cost savings in a timely fashion, if at all. If we are unable to realize the anticipated benefits from our cost cutting efforts, we could become cost disadvantaged in the marketplace, and our com- petitiveness and our profitability could decrease. Sysco’s ability to achieve anticipated future results with respect to operating costs, increased market share and annual EPS growth could be affected by competitive price pressures, availability of supplies, work stoppages, success or failure of our strategic initiatives, successful integration of acquired companies, conditions in the economy and the industry, and internal factors such as the ability to control expenses. For a discussion of additional risks and uncertain- ties that could cause actual results to differ from those contained in the forward-looking statements, see Sysco’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012, which is included in this Annual Report. Form 10-K and Financial Information A copy of the fiscal 2012 Annual Report on Form 10-K, including the financial statements and financial statement schedules, as well as copies of other financial reports and company literature, may be obtained without charge upon written request to the Investor Relations Department, Sysco Corporation, at the corporate offices listed above, or by calling 281.584.2615. This information, which is included in this Annual Report, also may be found on our website at www.sysco.com in the Investors section. Corporate Offices Sysco Corporation 1390 Enclave Parkway Houston, TX 77077-2099 281.584.1390 www.sysco.com Annual Shareholders’ Meeting The Houstonian Hotel 111 North Post Oak Lane Houston, TX 77024 November 14, 2012 at 10:00 a.m. Independent Accountants Ernst & Young LLP Houston, TX Transfer Agent & Registrar American Stock Transfer & Trust Company 59 Maiden Lane Plaza Level New York, NY 10038 1.888.CALLSYY (1.888.225.5799) www.amstock.com Investor Contact Mr. Neil A. Russell II Vice President, Investor Relations 281.584.1308 Design: SAVAGE, Branding + Corporate Design, Houston, Texas Good things.Sales $42 billionOperating Income $1.9 billionNet Cash Provided by Operating Activities $1.4 billion Net Earnings $1.1 billionDividends Paid $623 millionMarket Share 17.5 percentFinancial Highlights (Dollars in thousands, except for per share data) Sales Operating income Earnings before income taxes Net earnings Diluted earnings per share Dividends declared per share Shareholders’ equity per share Capital expenditures Return on invested capital Diluted average shares outstanding Number of shares repurchased Number of employees Fiscal Year Ended Percent Change June 30, 2012 (52 weeks) 42,380,939 1,890,632 1,784,002 1,121,585 1.90 1.07 8.00 784,501 $ $ $ $ $ $ $ $ July 2, 2011 (52 weeks) $ 39,323,489 1,931,502 $ 1,827,454 $ 1,152,030 $ 1.96 $ 1.03 $ 7.95 $ 636,442 $ July 3, 2010 (53 weeks) 37,243,495 1,975,868 1,849,589 1,179,983 1.99 0.99 6.50 594,604 $ $ $ $ $ $ $ $ 15% 17% 19% 588,991,441 10,000,000 47,800 588,691,546 10,000,000 46,000 593,590,042 6,000,000 46,000 2012–11 2011–10 8% (2) (2) (3) (3) 4 1 23 (12) 0 – 4 6% (2) (1) (2) (2) 4 22 7 (11) (1) 67 – Sales in billions of dollars Operating Income in millions of dollars Diluted Earnings Per Share in dollars 37.5 36.9 37.2 39.3 42.4 1,880 1,872 1,976 1,932 1,891 1.81 1.77 1.99 1.96 1.90 08 09 10 11 12 08 09 10 11 12 08 09 10 11 12 Sysco Corporation 2012 Annual Report 1 Good things come from a clear, consistent vision . To Our Shareholders, If we were to characterize Sysco’s performance in fiscal 2012 in the fewest possible words, then we’d say: Providing value. Building trust. Transforming the business. Earning a profit. Delivering on promises. In short, we’d say our performance backed up our motto: “Good things come from Sysco.” In fiscal 2012, Sysco continued to demonstrate an unyielding commit- ment to our customers. Our more than 47,000 associates accepted the challenges and serviced our customers in an admirable manner, growing our North American market share by approximately one percent – in the midst of an economic recovery that remains uneven. Keeping a company on sound financial footing is foundational to producing sustainable, profitable long-term growth. On the sales front, we registered a record $42 billion in revenues for the year, a 7.8 percent increase compared to fiscal 2011. That included a reported $1.9 billion in operating income and $1.90 earn- ings per share. We earned a 15 per- cent return on invested capital and provided $623 million in dividends to you, our shareholders. And, we took steps to position Sysco for future growth and expansion by obtaining $750 million in low-rate financing and renewing our revolving credit facility on favorable terms. A solid financial performance is also an important part of the foundation that allows our associates to remain focused on our vision: to be our customers’ most valued and trusted business partner. The emphasis that we place on providing value creates ongoing opportunities to earn our customers’ trust. In turn, our custom- ers’ loyalty offers Sysco the opportu- nity to sustain financial health. A vision, however, is only as good as the strategies and execution behind it. The five-point strategy that we developed to transform Sysco’s business through these challenging times still holds true. In line with that strategy, some of the good things we accomplished in 2012 include: • Profoundly enrich the experience of doing business with Sysco – To benefit our customers, we continued to refine our technology to ensure our customers can take advantage of user-friendly applica- tions, such as Sysco Market, which makes it easier for them to do busi- ness with Sysco. We also launched numerous products across various categories – produce, meat, sea- food, dry goods and more – includ- ing 14 new fresh and frozen seafood items under Sysco-branded labels that must pass the most comprehen- sive quality assurance standards in the foodservice distribution industry. “We will focus our efforts on three key strategic oppor- tunities: delivering profitable sustainable growth, improving our operating margins and optimizing our asset manage- ment in a manner that enhances cash flow.” • Continuously improve productivity in all areas of the business – In our warehouse and transporta- tion areas, our associates contin- ued down the path from preceding years to develop better processes to operate our equipment and fleet, which in the long run helps our people to work more safely and be more productive on the job. During 2012, we completed the installation of Sysco Transportation System, or STS. This new technology scans each case as it is delivered to customers, improving customer service, reducing errors and making deliveries more efficient. • Expand our portfolio of products and services by initiating a cus- tomer-centric innovation program – We introduced the ChefRef app for iPhones, iPads and Android phones to provide chefs and customers quick and easy access to recipes, cooking tips and descriptions 2 L e f t Manny Fernandez Executive Chairman of the Board R I G Ht Bill DeLaney President & Chief Executive Officer of Sysco-branded products. Also, our local-grow initiatives continued to expand in various parts of the country to provide customers and consumers additional local food options, for which we were recog- nized by Fast Company magazine as one of the nation’s Ten Most Innovative Companies. • Explore, assess and pursue new businesses and markets – Our 2012 acquisition of European Imports, Ltd. represented a strate- gic expansion into the specialty import products segment for Sysco. Also, our acquisition of Crossgar, a leading privately owned foodser- vice supplier in Northern Ireland, will expand Sysco’s presence on the island and complement our 2009 acquisition of Pallas Foods. • Develop and effectively integrate a comprehensive enterprise-wide talent management process – More than 80 percent of Sysco associates participated in the first-ever, enterprise-wide work climate survey – titled Sysco Speaks – in 2012, which provided valuable insights into the strengths of Sysco’s ability to engage and enable the workforce to achieve maximum performance. It’s also important to note the experi- ences from our enterprise technology pilots in Arkansas and Oklahoma paved the way for a very successful deployment in East Texas. Because of this, we are moving forward with a market-based deployment approach that will allow us to accelerate the implementation of our technology platform across numerous operating companies in fiscal 2013. These good things that occurred in 2012 are critical to our future. Our leadership team is committed and has laid out specific steps to suc- cessfully grow our business organi- cally and through acquisitions – as well as transform the business by deploying new technology systems, reducing our cost structure and low- ering product costs – in a manner that will enable us to deliver solid returns to our shareholders. We will focus our efforts on three key strategic opportunities: delivering profitable sustainable growth, improving our operating margins and optimizing our asset management in a manner that enhances cash flow. Are we there? Not yet, but we’re clearly on a well-defined path. We close by pledging that our stakeholders can count on the fact that, collectively – as One Sysco – our associates are committed to achieving success and fulfilling that vision of being our customers’ most valued and trusted business partner. In turn, we appreciate your confidence in us to bring truth to our motto: “Good things come from Sysco.” Manny Fernandez Executive Chairman of the Board Bill DeLaney President & Chief Executive Officer September 27, 2012 Sysco Corporation 2012 Annual Report 3 For our Customers... Sysco Market, our new online interactive business management resource, enables customers to shop for and purchase products, pay bills, run reports, develop menus, analyze nutritional content and track industry trends easily, 24 hours a day. Customers in Arkansas, Oklahoma and east texas, where the system has been fully introduced, are enthusiastic about the increased capabilities and service. Sysco Counts is Sysco’s new inventory solution for restaurants. It is an easy-to-use, mobile inventory and ordering app. With Sysco Counts, customers streamline the inventory process and generate Sysco orders anytime, anywhere. Good things make it easier to do business. 4 ...and our Suppliers. Powerful partnerships with suppliers involve much more than the distribution of 400,000 products. With touch points across the spectrum – from supply chain to quality assurance to sales planning and marketing – we help suppliers grow their businesses across geographies and categories. Our Category Management initiative will optimize our product assortment and lower product costs by refining and streamlining our product selection based on customer-driven research. this strategy will allow us to further leverage our scale and strengthen relationships with key suppliers. Profoundly enrich the experience of doing business with Sysco “Sysco Market took me from struggling to planning profits,” says Alan Bennett, the founder of Bennett’s Catering in Little Rock, Arkansas. “And the more I use it, the more profitable I become.” Bennett provides wholesome food to the nation’s largest vending services company and also supplies meals to the cafeterias of several private schools. Once it had access to the new system, the company experienced significant revenue and profit increases. “With today’s high food prices, it’s difficult to be profitable without using technology in your business,” Bennett says. “I know how much I’m going to make when we sell an item. And I don’t change anything or add an item until I perform a menu analysis.” Relationships with Sysco’s people are equally valuable. “they’re very good at helping me buy value over price,” Bennett says. “I’m in contact with my market asso- ciate daily and also rely on a team of local Sysco professionals who can help with any aspect of my business, from technol- ogy support to nutritional questions.” Sysco Corporation 2012 Annual Report 5 Good things come from greater efficiencies . Continuously improve productivity in all areas of our business the desire for continuous improvement is deeply ingrained in Sysco’s culture. Many of the productivity initiatives driving change across the company incorporate technology that provides our talented, loyal workforce with the most advanced tools available. As we continue to transform our business, we are installing a new tech nology platform that will help standardize processes, stream- line operations and obtain enhanced insight into our business from end-to-end. We’re developing new, more efficient ways of operating, providing user-friendly interfaces with our customers and achieving better collaboration and integration with suppliers. the new platform helps Sysco aggregate and analyze data as quickly as the market changes, then apply that knowledge to grow sales. Sysco360 is another tool that will be implemented across our U.S. Broadline operations by the end of calendar year 2012. this new technology will organize the sales activities of the company’s large workforce of dedicated marketing asso- ciates (MAs), the frontline professionals who meet and exceed customers’ needs every day. Designed to improve customer retention and attract new customers, the system gives MAs a 360-degree view of account histories along with tools for developing new business and improving time management and resource allocation. It also provides sales manage- ment with real-time insight into new business, penetration growth and MA engagement and productivity. 6 In the warehouse On the road With a goal to reduce operational costs $300–350 million annually by fiscal 2015, we are working to optimize productivity in all of our Broadline facilities. Already technically advanced models of efficiency, each operating company is participating in a major initiative to standardize best practices across the organization. In fiscal 2012, we completed the installation of Sysco transportation System, or StS. this new technology scans each case as it is delivered to customers, improving customer service, reducing errors and making deliveries more efficient. Productivity strategies also focus on inbound shipments from suppliers where the company is leveraging efficiencies across the enterprise via increased load utilization, optimal mode selection, alternative fuels and efficient routing. In the kitchen In the field At Sysco, we understand how important efficiency is in our own business, so we help our customers gain similar benefits in their businesses. Our seasoned team of Business Review professionals offer customers numer- ous tools to increase efficiencies, including menu and profitability analysis, cost-effective product selection and food safety training. Our customers also benefit from our years of experience in efficient back-of-the-house processes such as inventory management and efficient kitchen lines, helping to ensure a great experience for their customers. More restaurants today seek to differentiate their menus and support their community by offering locally sourced products. We’re growing our business by finding ways to respond. Nearly 50 of our Broadline operating companies have programs to aggregate produce from local farms so they can be efficiently and cost effectively integrated into Sysco’s distribution system – a model we are working to expand. 7 8 Good things always get better . Expand our portfolio of products and services by initiating a customer-centric innovation program Sysco continually cooks up ways to help customers reduce costs and capitalize on consumer trends. there’s room for new solutions at every link in the foodservice chain, from new product development to redesigned packaging to technology that inspires menus or improves operations. these initiatives couldn’t happen without strong relationships between Sysco and the suppliers who make the foods we sell and distribute. this year, Dean foods Morningstar, one of Sysco’s top dairy suppliers, worked with us to produce an innovative new whipping cream. An essential ingredient for desserts, soups, sauces and breakfast recipes, heavy whipping cream contains at least 36% butterfat. But the butterfat market is volatile; and the higher the fat, the higher the price. the new whipping cream contains a lower percentage of butterfat which shaves costs but doesn’t skimp on the rich flavor, whipping time and overall performance Sysco’s customers require. Created for our Wholesome farms brand, it received a “Best of Sysco” award. New pouch packaging Dean created for Sysco’s Wholesome farms sour cream brand reduces costs and improves sus- tainability; and Dean helped meet the growing demand for indulgent beverages with a new half-gallon, ready-to-serve iced coffee for Sysco’s Citavo brand. “One of our strategies is to win with winning customers,” says el Khattary, Dean foods’ Vice President Sales, foodservice Distribu- tion. “they challenge us because they’re technically good at what they do. they make us better every day.” Sysco believes that innovations in technology will continue to play a more critical role in helping restaurants suc- ceed. Sysco Ventures features solutions that help our customers fill seats or improve their operations. One great example is HotSchedules, a staffing technology that helps restaurants with scheduling, hiring, training and more. Sysco’s new ChefRef app is a first-of- its-kind culinary resource that streamlines meal planning and cooking with thou- sands of recipes and meal ideas. While it’s designed for all foodies, customers can link recipes to shopping lists for Sysco ingredients. the app also provides nutritional and serving size information, instructional videos, social media links and even an oven timer. Sysco Corporation 2012 Annual Report Sysco Corporation 2012 Annual Report 9 9 Good things lead to other good things. 10 Explore, assess and pursue new businesses and markets to broaden our foundation for growth, Sysco is expanding through acquisitions on several fronts – including Broadline fold-ins as well as specialty and interna- tional companies – and also pursuing adjacencies that help customers improve their businesses. During fiscal 2012, we enhanced our Broadline operations through the com- pletion of nine acquisitions representing nearly $270 million in annualized sales. In doing so, we also met our goal of increasing sales by a half to one percent through acquisitions. Sysco’s International food Group exports product to our customers in nearly 80 countries, helping restaurants such as Cheesecake factory, Pinkberry and texas Roadhouse ensure a consistent product for their customers across the globe. Sysco recently acquired Crossgar foodservice, a leading privately-owned foodservice supplier in Northern Ireland, expanding upon our 2009 entrance into the Irish foodservice market. Cross gar’s four distribution facilities supply poultry, meat, refrigerated, frozen, grocery and non-food items to many of the finest restaurants in Ireland. Sysco also grew strategically in the high-end specialty import market with the acquisition of european Imports, Ltd., a full-line specialty food distributor. And because discerning chefs demand fresh seafood, we’ve sig nificantly expanded our fresh fish offering by adding “cut rooms” at several existing meat pro- cessing companies. We further enhanced our fresh seafood capabilities by recently welcoming Louisiana foods to the Sysco family. their expertise coupled with that of our meat companies will greatly expand our capabilities in this growing category. Sysco Corporation 2012 Annual Report 11 Good things require great people . Develop and effectively integrate a comprehensive, enterprise-wide talent management process Because attracting, developing and retaining a broad base of the industry’s best talent will enable Sysco to drive results, change swiftly and grow its business for years to come, talent management is a key component of the company’s transformation. the company is developing common, comprehensive processes to identify and foster top talent across the organization. A more robust performance management approach establishes and clearly commu- nicates expected competencies and offers skills self-assessment with feedback from peers and managers. Pilot programs in our operating companies are focused on attracting and developing an inclusive, engaged and diverse work- force of marketing associates and district sales managers. Sysco Speaks, our first enterprise-wide employee engagement survey, garnered an exceptional 80% response rate, tangi- bly demonstrating the high levels of pride and passion Sysco employees feel for their company’s brand – as well as their willingness to help drive change. Pointing toward a strong future vision, the survey led to more than 5,400 action plans. 12 Sysco Corporation 2012 Annual Report 13 Good things provide a solid foundation . Sysco At A Glance $1.9B Operating Income Breadth of Services How We Operate Sysco is the global leader in marketing and distributing food products to restaurants, healthcare and educational facilities, hotels and inns, and other foodservice and hospitality businesses. We market our own quality Sysco brands as well as major national, regional and ethnic brands, and local foods. We serve approximately 400,000 customers in the United States, Canada, Ireland and around the world through a network of local oper ating companies complemented by specialty businesses. this structure gives us an effective blend of local knowledge, wide product selection and broad service capabilities. While our trucks loaded with fresh produce and prepared foods are a familiar sight in cities across the U.S. and in Canada, many people are surprised to learn the full range of our products and services. We provide a wide spectrum of quality-assured products from basic fare to hard-to-find and imported gourmet items. Our restaurant products range from kitchen equipment, dishes and glassware to eco-friendly disposables. for hotels, we offer supplies from bedding to guest soaps. Our services include restaurant design, menu consultation, marketing support, employee training and more. Our success comes from a commitment to partner with our customers to understand and meet their needs. We take the same hands-on approach with the growers, ranchers and processors who supply Sysco Brand products to make sure that everything we market is representative of our commitment to make the experience of working with Sysco a satisfying one. 14 Our operations primarily consist of three regions in North America, including eight markets in the U.S., one in Canada and our oper- ations in Ireland. Broadline operating companies serve a wide spectrum of foodservice operators, from single-location, chef- driven restaurants to multi-city restaurant groups, hotels, hospi- tals, educational facilities and entertainment venues including cruise ships and sports arenas. Our marketing associates know their customers and local market characteristics well, helping to create strong and lasting customer relationships. In addition, SYGMA operating locations provide multi-unit customers with logistics and operational expertise. Our network also includes various specialty companies which enhance our ability to provide our customers niche and exclusive products. these include our meat processing locations which are now integrated into our Broadline operations allowing for a more seamless experience for our customers. Our specialty produce companies address customers’ needs for fresh, unique and local produce items. european Imports, acquired in fiscal 2012, provides customers with high-quality, specialty and imported food products. Our Guest Supply company distributes equipment, textiles, accessories and personal care amenities to hotels and other lodging facilities. Our International food Group distributes both food and non-food products to international customers. $42.4B Sales $1.1B Net earnings $1.4B Net Cash from Operations $1.07 Dividends Declared Per Share Key Financial Metrics $1.90 Diluted earnings Per Share Dividends Declared Per Share in dollars Net Earnings in millions of dollars Net Cash from Operations in millions of dollars 0.85 0.94 0.99 1.03 1.07 1,106 1,056 1,180 1,152 1,122 1,570 1,577 885 1,092 1,404 08 09 10 11 12 08 09 10 11 12 08 09 10 11 12 Sysco Corporation 2012 Annual Report 15 Directors & Officers Directors Senior Officers Market Presidents Thomas C. Barnes Market President (Mideast) Michael K. Brawner Market President (Midwest) Tim K. Brown Market President (Southeast) Patrick H. Burton Market President (Rocky Mountains) Christopher S. DeWitt Market President (Mid Atlantic) Catherine J. Kayser Market President (Northeast) Thomas M. Kesteloot Market President (Pacific) W. Keith Miller Market President (Southwest) Directors’ Council the Directors’ Council was established in 1981 to assist the Board of Directors in determining management strategies and policies in order to anticipate industry trends and respond capably to customers’ requirements. the Council is composed of operating company presidents, representing some of Sysco’s most effective operations. Michael K. Brawner Market President (Midwest) Fred Casinelli President, Sysco Boston David B. DeVane President, Sysco Houston Richard L. Friedlen President, Sysco San Diego Timothy D. Peterzen President, Sysco Minnesota Peter J. Scatamacchia President, Sysco Memphis Randy J. White President, Sysco Calgary Brian C. Beach Senior Vice President, Business Development and President of Sysco Ventures Greg D. Bertrand Senior Vice President, foodservice Operations (West) Robert J. Davis Senior Vice President, foodservice Operations (South) Twila M. Day Senior Vice President and Chief Information Officer William B. Day executive Vice President, Merchandising and Supply Chain William J. DeLaney President and Chief executive Officer Kirk G. Drummond Senior Vice President, Sysco Business Services G. Mitchell Elmer Senior Vice President, Controller and Chief Accounting Officer Manny A. Fernandez executive Chairman William W. Goetz Senior Vice President, Marketing Joel T. Grade Senior Vice President, foodservice Operations (North) Michael W. Green executive Vice President and Group President Alan E. Hasty Senior Vice President, Merchandising James D. Hope executive Vice President, Business transformation G. Kent Humphries Senior Vice President, Contract Sales Ajoy H. Karna Senior Vice President, finance R. Chris Kreidler executive Vice President and Chief financial Officer C. Frederick Lankford Senior Vice President, Distribution Services Russell T. Libby Senior Vice President, General Counsel and Corporate Secretary Paul T. Moskowitz Senior Vice President, Human Resources Larry G. Pulliam executive Vice President and Group President Scott A. Sonnemaker Senior Vice President, Sales Charles W. Staes Senior Vice President, foodservice Operations (Specialty Companies) John M. Cassaday Joined: 2004 President and Chief executive Officer, Corus entertainment, Inc. 2 3 6 Judith B. Craven, M.D., M.P.H. Joined: 1996 Retired President, United Way of the texas Gulf Coast 2 3 5 William J. DeLaney Joined: 2009 President and Chief executive Officer, Sysco Corporation 4 6 Manuel A. Fernandez Joined: 2006 executive Chairman of the Board, Sysco Corporation Managing Director, SI Ventures 6 4 Larry C. Glasscock Joined: 2010 Retired President, CeO and Chairman of the Board, Well Point, Inc. 5 2 3 Jonathan Golden Joined: 1984 Partner, Arnall Golden Gregory, LLP 4 5 Joseph A. Hafner, Jr. Joined: 2003 Retired Chairman and Chief executive Officer, Riviana foods, Inc. 1 4 6 5 Hans-Joachim Koerber Joined: 2008 Retired Chief executive Officer, Metro AG 4 1 Nancy S. Newcomb Joined: 2006 Retired Senior Corporate Officer, Risk Management, Citigroup 1 4 Richard G. Tilghman Joined: 2002 Retired Chairman, Suntrust Banks Mid-Atlantic and Retired Vice Chairman, Suntrust Banks 6 1 4 Jackie M. Ward Joined: 2001 Lead Director, Sysco Corporation Retired founder, Chairman, Chief executive Officer and President, Computer Generation Inc. 2 3 6 Board Committees Audit 1 Corporate Governance and Nominating 2 Compensation 3 4 Corporate Sustainability 5 6 finance executive Denotes Committee Chair 16 Financials Eleven-Year Summary of Operations and Related Information (Dollars in thousands except for share and per share data) Results of Operations Sales Cost of sales Gross proﬁ t Operating expenses Operating income Interest expense Other expense (income), net Earnings before income taxes Income taxes Earnings before cumulative effect of accounting change Cumulative effect of accounting change Net earnings Effective income tax rate Per Common Share Data Diluted earnings per share: Earnings before accounting change Cumulative effect of accounting change Net earnings Dividends declared Shareholders’ equity Diluted average shares outstanding Performance Measurements Pretax return on sales Return on average shareholders’ equity Return on invested capital (equity plus total debt) Financial Position Current ratio Working capital Other assets Plant and equipment (net) Total assets Long-term debt Shareholders’ equity Other Data Dividends declared Capital expenditures Number of employees Shareholder Data 2012 2011 2010 (53 Weeks) 2009 2008 2007 $ 42,380,939 34,704,362 7,676,577 5,785,945 1,890,632 113,396 (6,766) 1,784,002 662,417 $ 39,323,489 31,928,777 7,394,712 5,463,210 1,931,502 118,267 (14,219) 1,827,454 675,424 $ 37,243,495 30,055,188 7,188,307 5,212,439 1,975,868 125,477 802 1,849,589 669,606 $ 36,853,330 29,743,076 7,110,254 5,238,043 1,872,211 116,322 (14,945) 1,770,834 714,886 $ 37,522,111 30,252,244 7,269,867 5,389,918 1,879,949 111,541 (22,930) 1,791,338 685,187 $ 35,042,075 28,209,961 6,832,114 5,123,632 1,708,482 105,002 (17,735) 1,621,215 620,139 1,121,585 - 1,121,585 $ 37.13% 1,152,030 - 1,152,030 $ 36.96% 1,179,983 - 1,179,983 $ 36.20% 1,055,948 - 1,055,948 $ 40.37% 1,106,151 - 1,106,151 $ 38.25% 1,001,076 - 1,001,076 38.25% $ $ 1.90 - 1.90 1.07 8.00 588,991,441 $ 1.96 - 1.96 1.03 7.95 588,691,546 $ 1.99 - 1.99 0.99 6.50 593,590,042 $ 1.77 - 1.77 0.94 5.85 596,069,204 $ 1.81 - 1.81 0.85 5.68 610,970,783 $ 1.60 - 1.60 0.74 5.36 626,366,798 $ $ 4.21% 24% 4.65% 28% 4.97% 31% 4.81% 31% 4.77% 33% 15% 17% 19% 19% 21% 4.63% 31% 20% 1.78 2,661,229 2,126,414 3,883,750 12,094,972 2,763,688 4,685,040 628,024 784,501 47,800 29.81 16 32-25 13,594 $ $ $ $ 1.60 2,157,807 2,140,284 3,512,389 11,385,555 2,279,517 4,705,242 604,500 636,442 46,000 31.39 16 33-27 14,291 $ $ $ $ 1.69 2,067,060 2,033,620 3,203,823 10,313,701 2,472,662 3,827,526 585,734 594,604 46,000 28.27 14 32-21 15,158 $ $ $ $ 1.69 2,120,525 1,966,740 2,979,200 10,148,186 2,467,486 3,449,702 557,487 464,561 47,000 22.98 13 35-19 12,564 $ $ $ $ 1.49 1,675,690 2,017,470 2,889,790 10,010,615 1,975,435 3,408,986 513,593 515,963 50,000 28.22 16 36-26 13,015 $ $ $ $ 1.37 1,260,457 2,122,152 2,721,233 9,475,365 1,758,227 3,278,400 456,438 603,242 50,900 32.99 21 37-27 13,557 Closing price of common share at year end Price/earnings ratio at year end - diluted Market price per common share-high/low $ Number of shareholders of record at year end $ 18 SYSCO CORPORATION - Form 10-K 5-Year Compound Growth Rates 2008-2012 10-Year Compound Growth Rates 2003-2012 20-Year Compound Growth Rates 1993-2012 1-Year Growth Rate 2012 8% 4% 6% 8% (2) (2) (3) (3) (3) (3) 4 1 2 2 2 2 3 3 8 8 5 5 5 5 7 7 12 9 9 10 10 10 11 11 17 9 (0) 7 8 8 2006 2005 2004 (53 Weeks) 2003 2002 $ 32,628,438 26,249,329 6,379,109 4,884,079 1,495,030 109,100 (9,016) 1,394,946 548,906 $ 30,281,914 24,414,748 5,867,166 4,277,636 1,589,530 75,000 (10,906) 1,525,436 563,979 $ 29,335,403 23,560,318 5,775,085 4,242,426 1,532,659 69,880 (12,365) 1,475,144 567,930 $ 26,140,337 20,927,631 5,212,706 3,888,432 1,324,274 72,234 (8,347) 1,260,387 482,099 $ 23,350,504 18,652,858 4,697,646 3,536,684 1,160,962 62,897 (2,805) 1,100,870 421,083 846,040 9,285 855,325 $ 39.35% 961,457 - 961,457 $ 36.97% 907,214 - 907,214 $ 38.50% 778,288 - 778,288 $ 38.25% 679,787 - 679,787 38.25% $ $ 1.35 0.01 1.36 0.66 4.93 628,800,647 $ 1.47 - 1.47 0.58 4.39 653,157,117 $ 1.37 - 1.37 0.50 4.03 661,919,234 $ 1.18 - 1.18 0.42 3.41 661,535,382 $ 1.01 - 1.01 0.34 3.26 673,445,783 4.28% 30% 5.04% 35% 5.03% 39% 4.82% 36% 19% 23% 24% 22% 4.71% 31% 20% $ $ $ $ 1.37 1,173,290 2,127,431 2,464,900 8,937,470 1,627,127 3,052,284 408,264 513,934 49,600 30.56 23 37-29 14,282 $ $ $ $ 1.16 544,216 1,997,815 2,268,301 8,223,488 956,177 2,758,839 368,792 390,026 47,500 36.25 25 38-29 15,083 $ $ $ $ 1.23 724,777 1,829,412 2,166,809 7,812,740 1,231,493 2,564,506 321,353 530,086 47,800 34.80 25 41-29 15,337 $ $ $ $ 1.34 928,405 1,384,327 1,922,660 6,936,521 1,249,467 2,197,531 273,852 435,637 47,400 29.55 25 33-21 15,533 $ $ $ $ 1.52 1,082,925 1,138,682 1,697,782 5,989,753 1,176,307 2,132,519 225,530 416,393 46,800 27.22 27 30-22 15,510 SYSCO CORPORATION - Form 10-K 19 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the ﬁ scal year ended June 30, 2012 OR Commission File Number 1-6544 SYSCO CORPORATION (Exact name of registrant as speciﬁ ed in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 1390 Enclave Parkway Houston, Texas (Address of principal executive ofﬁ ces) 74-1648137 (IRS employer identiﬁ cation number) 77077-2099 (Zip Code) (281) 584-1390 (Registrant’s telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of Each Class Common Stock, $1.00 par value Name of each exchange on which registered New York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE Indicate by check mark YES NO • if the registrant is a well-known seasoned issuer, as deﬁ ned in Rule 405 of the Securities Act. • if the registrant is not required to ﬁ le reports pursuant to Section 13 or Section 15(d) of the Act. • whether the registrant (1) has ﬁ led all reports required to be ﬁ led 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 ﬁ le such reports), and (2) has been subject to such ﬁ ling requirements for the past 90 days. • whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such ﬁ les). • if disclosure of delinquent ﬁ lers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in deﬁ nitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. • whether the registrant is a large accelerated ﬁ ler, an accelerated ﬁ ler, a non-accelerated ﬁ ler or a smaller reporting company. See deﬁ nition of “large accelerated ﬁ ler,” “accelerated ﬁ ler” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated ﬁ ler Accelerated ﬁ ler Non-accelerated ﬁ ler (Do not check if a smaller reporting company) Smaller reporting company • whether the registrant is a shell company (as deﬁ ned in Rule 12b-2 of the Exchange Act). The aggregate market value of the voting stock of the registrant held by stockholders who were not afﬁ liates (as deﬁ ned by regulations of the Securities and Exchange Commission) of the registrant was approximately $17,092,025,000 as of December 31, 2011 (based on the closing sales price on the New York Stock Exchange Composite Tape on December 30, 2011, as reported by The Wall Street Journal (Southwest Edition)). As of August 15, 2012, the registrant had issued and outstanding an aggregate of 586,604,951 shares of its common stock. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the company’s 2012 Proxy Statement to be ﬁ led with the Securities and Exchange Commission no later than 120 days after the end of the ﬁ scal year covered by this Form 10-K are incorporated by reference into Part III. Table of Contents PART I 1 ITEM 1 Business ..........................................................................................................................................................................................................................................................................................................1 ITEM 1A Risk Factors ..............................................................................................................................................................................................................................................................................................5 ITEM 1B Unresolved Staff Comments .................................................................................................................................................................................................................................10 ITEM 2 Properties .................................................................................................................................................................................................................................................................................................11 ITEM 3 Legal Proceedings ...................................................................................................................................................................................................................................................................12 ITEM 4 Mine Safety Disclosures ................................................................................................................................................................................................................................................12 PART II 13 ITEM 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities .........................................................................................................................................................................13 ITEM 6 Selected Financial Data .................................................................................................................................................................................................................................................15 ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations ............15 ITEM 7A Quantitative and Qualitative Disclosures About Market Risk ....................................................................................................................38 ITEM 8 Financial Statements and Supplementary Data .................................................................................................................................................................41 ITEM 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .........83 ITEM 9A Controls and Procedures .............................................................................................................................................................................................................................................83 ITEM 9B Other Information .......................................................................................................................................................................................................................................................................83 PART III ITEM 10 ITEM 11 ITEM 12 ITEM 13 ITEM 14 PART IV Directors, Executive Offi cers and Corporate Governance ..............................................................................................................................84 Executive Compensation.............................................................................................................................................................................................................................................84 Security Ownership of Certain Benefi cial Owners and Management and Related Stockholder Matters ................................................................................................................................................................................................................84 Certain Relationships and Related Transactions, and Director Independence .........................................................84 Principal Accounting Fees and Services .........................................................................................................................................................................................84 84 85 ITEM 15 Exhibits .........................................................................................................................................................................................................................................................................................................85 SIGNATURES .................................................................................................................................................................................................................................................................................................................................86 PART I ITEM 1 Business Unless this Form 10-K indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Sysco,” or “the company” as used in this Form 10-K refer to Sysco Corporation together with its consolidated subsidiaries and divisions. Overview Sysco Corporation, acting through its subsidiaries and divisions, is the largest North American distributor of food and related products primarily to the foodservice or food-away-from-home industry. We provide products and related services to approximately 400,000 customers, including restaurants, healthcare and educational facilities, lodging establishments and other foodservice customers. Founded in 1969, Sysco commenced operations as a public company in March 1970 when the stockholders of nine companies exchanged their stock for Sysco common stock. Since our formation, we have grown from $115.0 million to $42.4 billion in annual sales, both through internal expansion of existing operations and through acquisitions. Sysco’s ﬁ scal year ends on the Saturday nearest to June 30th. This resulted in a 52-week year ending June 30, 2012 for ﬁ scal 2012, a 52-week year ending July 2, 2011 for ﬁ scal 2011 and a 53-week year ending July 3, 2010 for ﬁ scal 2010. Sysco Corporation is organized under the laws of Delaware. The address and telephone number of our executive ofﬁ ces are 1390 Enclave Parkway, Houston, Texas 77077-2099, (281) 584-1390. This annual report on Form 10-K, as well as all other reports ﬁ led or furnished by Sysco pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are available free of charge on Sysco’s website at www.sysco.com as soon as reasonably practicable after they are electronically ﬁ led with or furnished to the Securities and Exchange Commission. Operating Segments Sysco provides food and related products to the foodservice or food-away-from-home industry. Under the accounting provisions related to disclosures about segments of an enterprise, we have aggregated our operating companies into a number of segments, of which only Broadline and SYGMA are reportable segments as deﬁ ned by accounting standards. Broadline operating companies distribute a full line of food products and a wide variety of non- food products to their customers. SYGMA operating companies distribute a full line of food products and a wide variety of non-food products to chain restaurant customer locations. Our other segments include our specialty produce and lodging industry products segments, a company that distributes specialty imported products and a company that distributes to international customers. Specialty produce companies distribute fresh produce and, on a limited basis, other foodservice products. Our lodging industry products company distributes personal care guest amenities, equipment, housekeeping supplies, room accessories and textiles to the lodging industry. Selected ﬁ nancial data for each of our reportable segments as well as ﬁ nancial information concerning geographic areas can be found in Note 21, “Business Segment Information,” in the Notes to Consolidated Financial Statements in Item 8. Customers and Products Sysco’s customers in the foodservice industry include restaurants, hospitals, schools, hotels, industrial caterers and other similar venues where foodservice products are served. Services to our customers are supported by similar physical facilities, vehicles, material handling equipment and techniques, and administrative and operating staffs. SYSCO CORPORATION - Form 10-K 1 PART I ITEM 1 Business The products we distribute include: • a full line of frozen foods, such as meats, fully prepared entrees, fruits, vegetables and desserts; • a full line of canned and dry foods; • fresh meats; • dairy products; • beverage products; • imported specialties; and • fresh produce. We also supply a wide variety of non-food items, including: • paper products such as disposable napkins, plates and cups; • tableware such as china and silverware; • cookware such as pots, pans and utensils; • restaurant and kitchen equipment and supplies; and • cleaning supplies. A comparison of the sales mix in the principal product categories during the last three years is presented below: Canned and dry products Fresh and frozen meats Frozen fruits, vegetables, bakery and other Dairy products Poultry Fresh produce Paper and disposables Seafood Beverage products Janitorial products Equipment and smallwares Medical supplies (1) (1) Sales are less than 1% of total. 2012 2011 2010 19% 19 14 10 10 8 8 5 4 2 1 - 100% 19% 18 14 11 10 8 8 5 4 2 1 - 100% 19% 17 14 10 10 9 8 5 4 2 2 - 100% Our distribution centers, which we refer to as operating companies, distribute nationally-branded merchandise, as well as products packaged under our private brands. Products packaged under our private brands have been manufactured for Sysco according to speciﬁ cations that have been developed by our quality assurance team. In addition, our quality assurance team certiﬁ es the manufacturing and processing plants where these products are packaged, enforces our quality control standards and identiﬁ es supply sources that satisfy our requirements. We believe that prompt and accurate delivery of orders, competitive pricing, close contact with customers and the ability to provide a full array of products and services to assist customers in their foodservice operations are of primary importance in the marketing and distribution of foodservice products to our customers. Our operating companies offer daily delivery to certain customer locations and have the capability of delivering special orders on short notice. Through our approximately 13,600 sales and marketing representatives and support staff of Sysco and our operating companies, we stay informed of the needs of our customers and acquaint them with new products and services. Our operating companies also provide ancillary services relating to foodservice distribution, such as providing customers with product usage reports and other data, menu-planning advice, food safety training and assistance in inventory control, as well as access to various third party services designed to add value to our customers’ businesses. No single customer accounted for 10% or more of Sysco’s total sales for the ﬁ scal year ended June 30, 2012. Based upon available information, we estimate that sales by type of customer during the past three ﬁ scal years were as follows: Type of Customer Restaurants Hospitals and nursing homes Hotels and motels Schools and colleges Other TOTALS 2 SYSCO CORPORATION - Form 10-K 2012 2011 2010 63% 10 5 6 16 100% 62% 11 6 5 16 100% 62% 11 6 5 16 100% PART I ITEM 1 Business Sources of Supply We purchase from thousands of suppliers, both domestic and international, none of which individually accounts for more than 10% of our purchases. These suppliers consist generally of large corporations selling brand name and private label merchandise, as well as independent regional brand and private label processors and packers. Purchasing is generally carried out through both centrally developed purchasing programs and direct purchasing programs established by our various operating companies. We administer a consolidated product procurement program designed to develop, obtain and ensure consistent quality food and non-food products. The program covers the purchasing and marketing of Sysco Brand merchandise as well as products from a number of national brand suppliers, encompassing substantially all product lines. Sysco’s operating companies purchase product from the suppliers participating in these consolidated programs and from other suppliers, although Sysco Brand products are only available to the operating companies through these consolidated programs. We also focus on increasing proﬁ tability by lowering operating costs and by lowering aggregate inventory levels, which reduces future facility expansion needs at our broadline operating companies, while providing greater value to our suppliers and customers. This includes the construction and operation of regional distribution centers (RDCs), which aggregate inventory demand to optimize the supply chain activities for certain products for all Sysco broadline operating companies in the region. Currently, we have two RDCs in operation, one in Virginia and one in Florida. Working Capital Practices Our growth is funded through a combination of cash ﬂ ow from operations, commercial paper issuances and long-term borrowings. See the discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources” at Item 7 regarding our liquidity, ﬁ nancial position and sources and uses of funds. Credit terms we extend to our customers can vary from cash on delivery to 30 days or more based on our assessment of each customer’s credit worthiness. We monitor each customer’s account and will suspend shipments if necessary. A majority of our sales orders are ﬁ lled within 24 hours of when customer orders are placed. We generally maintain inventory on hand to be able to meet customer demand. The level of inventory on hand will vary by product depending on shelf-life, supplier order fulﬁ llment lead times and customer demand. We also make purchases of additional volumes of certain products based on supply or pricing opportunities. We take advantage of suppliers’ cash discounts where appropriate and otherwise generally receive payment terms from our suppliers ranging from weekly to 30 days or more. Corporate Headquarters And Shared Services Center Our corporate staff makes available a number of services to our operating companies. Members of the corporate staff possess experience and expertise in, among other areas, accounting and ﬁ nance, treasury, legal, cash management, information technology, employee beneﬁ ts, engineering, real estate and construction, risk management and insurance, sales and marketing, distribution, payroll, human resources, training and development, strategy, and tax compliance services. The corporate ofﬁ ce also makes available warehousing and distribution services, which provide assistance in operational best practices including space utilization, energy conservation, ﬂ eet management and work ﬂ ow. Our shared services center performs support services for employees, suppliers and customers, payroll administration, human resources, customer and vendor contract administration, ﬁ nancial services such as vendor payments, invoicing, cash application, certain credit services, accounting and sales and use tax administration, procurement and maintenance support and sales support for some of our operating companies. Capital Improvements To maximize productivity and customer service, we continue to modernize, expand and construct new distribution facilities. During ﬁ scal 2012, 2011 and 2010, approximately $784.5 million, $636.4 million and $594.6 million, respectively, were invested in technology, facilities, delivery ﬂ eet and other capital asset enhancements. We estimate our capital expenditures in ﬁ scal 2013 should be in the range of $600 million to $650 million. During the three years ended June 30, 2012, capital expenditures were ﬁ nanced primarily by internally generated funds, our commercial paper program and bank and other borrowings. We expect to ﬁ nance our ﬁ scal 2013 capital expenditures from the same sources. SYSCO CORPORATION - Form 10-K 3 PART I ITEM 1 Business Employees As of June 30, 2012, we had approximately 47,800 full-time employees, approximately 17% of whom were represented by unions, primarily the International Brotherhood of Teamsters. Contract negotiations are handled by each individual operating company. Approximately 17% of our union employees are covered by collective bargaining agreements which have expired or will expire during ﬁ scal 2013 and are subject to renegotiation. Since June 30, 2012, one contract covering 48 of such employees has been renegotiated. We consider our labor relations to be satisfactory. Competition Industry sources estimate that there are more than 15,000 companies engaged in foodservice distribution in the United States. Our customers may also choose to purchase products directly from retail outlets or negotiate prices directly with our suppliers. While we compete primarily with local and regional distributors, a few organizations compete with us on a national basis. We believe that the principal competitive factors in the foodservice industry are effective customer contacts, the ability to deliver a wide range of quality products and related services on a timely and dependable basis and competitive prices. An additional competitive factor for our larger chain restaurant customers is the ability to provide a national distribution network. We consider our primary market to be the foodservice market in the United States and Canada and estimate that we serve about 17.5% of this approximately $225 billion annual market. We believe, based upon industry trade data, that our sales to the United States and Canada food-away-from-home industry were the highest of any foodservice distributor during ﬁ scal 2012. While adequate industry statistics are not available, we believe that in most instances our local operations are among the leading distributors of food and related non-food products to foodservice customers in their respective trading areas. We believe our competitive advantages include our more than 8,000 marketing associates, our diversiﬁ ed product base, which includes a differentiated group of high quality Sysco brand products, the diversity in the types of customers we serve, our economies of scale and our wide geographic presence in the United States and Canada, which mitigates some of the impact of regional economic declines that may occur over time and provides a national distribution network for larger chain restaurant customers. We believe our liquidity and access to capital provides us the ability to continuously invest in business improvements. We are the only publicly-traded distributor in the food-away-from-home industry in the United States. While our public company status provides us with some advantages, including access to capital, we believe it also provides us with some disadvantages that our competitors do not have in terms of additional costs related to complying with regulatory requirements. Government Regulation As a marketer and distributor of food products, we are subject to the U.S. Federal Food, Drug and Cosmetic Act and regulations promulgated thereunder by the U.S. Food and Drug Administration (FDA), as well as the Canadian Food and Drugs Act and the regulations thereunder. The FDA regulates food safety through various statutory and regulatory mandates, including manufacturing and holding requirements for foods through good manufacturing practice regulations, hazard analysis and critical control point (HACCP) requirements for certain foods, and the food and color additive approval process. The agency also speciﬁ es the standards of identity for certain foods, prescribes the format and content of information required to appear on food product labels, regulates food contact packaging and materials, and maintains a Reportable Food Registry for the industry to report when there is a reasonable probability that an article of food will cause serious adverse health consequences. For certain product lines, we are also subject to the Federal Meat Inspection Act, the Poultry Products Inspection Act, the Perishable Agricultural Commodities Act, the Packers and Stockyard Act and regulations promulgated by the U.S. Department of Agriculture (USDA) to interpret and implement these statutory provisions. The USDA imposes standards for product safety, quality and sanitation through the federal meat and poultry inspection program. The USDA reviews and approves the labeling of these products and also establishes standards for the grading and commercial acceptance of produce shipments from our suppliers. We are also subject to the Public Health Security and Bioterrorism Preparedness and Response Act of 2002, which imposes certain registration and record keeping requirements on facilities that manufacture, process, pack or hold food for human or animal consumption. In Canada, the Canadian Food Inspection Agency administers and enforces the food safety and nutritional quality standards established by Health Canada under the Canadian Food and Drugs Act and under other related federal legislation, including the Canada Agricultural Products Act, the Meat Inspection Act, the Fish Inspection Act and the Consumer Packaging and Labelling Act (as it relates to food). These laws regulate the processing, storing, grading, packaging, marking, transporting and inspection of certain Sysco product lines as well as the packaging, labeling, sale, importation and advertising of pre-packaged and certain other products. We and our products are also subject to state, provincial and local regulation through such measures as the licensing of our facilities; enforcement by state, provincial and local health agencies of state, provincial and local standards for our products; and regulation of our trade practices in connection with the sale of our products. Our facilities are subject to inspections and regulations issued pursuant to the U.S. Occupational Safety and Health Act by the U.S. Department of Labor, together with similar occupational health and safety laws in each Canadian province. These regulations require us to comply with certain manufacturing, health and safety standards to protect our employees from accidents and to establish hazard communication programs to transmit information on the hazards of certain chemicals present in products we distribute. 4 SYSCO CORPORATION - Form 10-K PART I ITEM 1A Risk Factors We are also subject to regulation by numerous U.S. and Canadian federal, state, provincial and local regulatory agencies, including, but not limited to, the U.S. Department of Labor and each Canadian provincial ministry of labour, which set employment practice standards for workers, and the U.S. Department of Transportation and the Canadian Transportation Agency, which regulate transportation of perishable and hazardous materials and waste, and similar state, provincial and local agencies. Most of our distribution facilities have ammonia-based refrigeration systems and tanks for the storage of diesel fuel and other petroleum products which are subject to laws regulating such systems and storage tanks. Although we are subject to other U.S. and Canadian federal, state, provincial and local provisions relating to the protection of the environment or the discharge of materials, these provisions do not materially impact the use or operation of our facilities. Compliance with these laws has not had, and is not anticipated to have, a material effect on our capital expenditures, earnings or competitive position. General We have numerous trademarks that are of signiﬁ cant importance, including the SYSCO® trademark and our privately-branded product trademarks that include the SYSCO® trademark. These trademarks and the private brands on which they are used are widely recognized within the foodservice industry. Approximately half of our privately-branded sales are from products labeled with our SYSCO® trademark without any other trademark. We believe the loss of the SYSCO® trademark would have a material adverse effect on our results of operations. Our U.S. trademarks are effective for a ten-year period and the company generally renews its trademarks before their expiration dates unless a particular trademark is no longer in use. The company does not have any material patents or licenses. We are not engaged in material research and development activities relating to the development of new products or the improvement of existing products. Our sales do not generally ﬂ uctuate signiﬁ cantly on a seasonal basis; therefore, the business of the company is not deemed to be seasonal. As of June 30, 2012, we operated 185 distribution facilities throughout the United States, Canada and Ireland. ITEM 1A Risk Factors The following discussion of “risk factors” identiﬁ es the most signiﬁ cant factors that may adversely affect our business, operations, ﬁ nancial position or future ﬁ nancial performance. This information should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated ﬁ nancial statements and related notes contained in this report. The following discussion of risks is not all inclusive but is designed to highlight what we believe are the most signiﬁ cant factors to consider when evaluating our business. These factors could cause our future results to differ from our expectations expressed in the forward-looking statements identiﬁ ed on page 37 and from historical trends. Industry and General Economic Risks Periods of signiﬁ cant or prolonged inﬂ ation or deﬂ ation affect our product costs and may negatively impact our proﬁ tability Volatile food costs have a direct impact on our industry. Periods of product cost inﬂ ation may have a negative impact on our proﬁ t margins and earnings to the extent that we are unable to pass on all or a portion of such product cost increases to our customers, which may have a negative impact on our business and our proﬁ tability. In addition, product cost inﬂ ation may negatively impact consumer spending decisions, which could adversely impact our sales. Conversely, our business may be adversely impacted by periods of product cost deﬂ ation because we make a signiﬁ cant portion of our sales at prices that are based on the cost of products we sell plus a percentage markup. As a result, our proﬁ t levels may be negatively impacted during periods of product cost deﬂ ation, even though our gross proﬁ t percentage may remain relatively constant. Our estimate for the inﬂ ation in Sysco’s cost of goods was 5.5% in ﬁ scal 2012, compared to estimated inﬂ ation of 4.6% in ﬁ scal 2011 and deﬂ ation of 1.5% in ﬁ scal 2010. Our results and ﬁ nancial condition are directly affected by the volatility in the global economic environment and local market conditions and low consumer conﬁ dence, which can adversely affect our sales, margins and net income The foodservice distribution industry is characterized by relatively high inventory turnover with relatively low proﬁ t margins and is especially susceptible to trends in economic activity, such as the recent global recession. The global economic environment has been characterized by weak economies, persistently high unemployment rates, inﬂ ationary pressures and extreme volatility in ﬁ nancial markets worldwide, which has been exacerbated by the signiﬁ cant uncertainty associated with the SYSCO CORPORATION - Form 10-K 5 PART I ITEM 1A Risk Factors ongoing sovereign debt crisis in certain Eurozone countries. In addition, our results of operations are substantially affected by local operating and economic conditions, which can vary substantially by market. The difﬁ cult economic conditions can affect us in the following ways: • Unfavorable conditions can depress sales in a given market. • Food cost and fuel cost inﬂ ation experienced by the consumer can lead to reductions in the frequency of dining out and the amount spent by consumers for food-away-from-home purchases which could be negatively impact our business by reduced demand for our products. • Heightened uncertainty in the ﬁ nancial markets negatively affect consumer conﬁ dence and discretionary spending and can cause disruptions with our customers and suppliers from tighter credit markets, temporary interruptions in our ability to conduct day-to-day transactions through our ﬁ nancial intermediaries involving the payment to or collection of funds from our customers, vendors and suppliers and/or liquidity issues resulting from an inability to access credit markets to obtain cash to support operations. This environment has adversely affected both business and consumer conﬁ dence and spending, and uncertainty about the long-term investment environment could further depress capital investment and economic activity. Competition in our industry may adversely impact our margins and our ability to retain customers and makes it difﬁ cult for us to maintain our market share, growth rate and proﬁ tability The foodservice distribution industry is highly competitive, with numerous regional and local competitors, and is a mature industry characterized by slowing revenue growth. Additionally, new competition could arise from non-traditional sources, group purchasing organizations or consolidation among competitors. New competitive sources may result in increased focus on pricing and on limiting price increases, or may require increased discounting. Such competition may result in margin erosion and/or make it difﬁ cult for us to attract and retain customers. Increased competition within the industry and general economic conditions have served to further increase pressure on the industry’s proﬁ t margins, and continued margin pressure within the industry may have a material adverse impact on our operating results and proﬁ tability. Although our sales historically have grown faster than the market, in recent years we have experienced slowing revenue growth. These trends have placed pressure on our proﬁ t margins and made it more difﬁ cult to achieve growth and pass along cost increases. We expect these trends to continue for the foreseeable future. If we are unable to effectively differentiate ourselves from our competitors, our market share, sales and proﬁ tability, through increased expenditures or decreased prices, could be adversely impacted. 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 Volatile fuel prices have a direct impact on our industry. The cost of fuel affects the price paid by us for products as well as the costs incurred by us to deliver products to our customers. Although we have been able to pass along a portion of increased fuel costs to our customers in the past, there is no guarantee that we can do so again if another period of high fuel costs occurs. If fuel costs increase again in the future, we may experience difﬁ culties in passing all or a portion of these costs along to our customers, which may have a negative impact on our business and our proﬁ tability. We routinely enter into forward purchase commitments for a portion of our projected monthly diesel fuel requirements at prices equal to the then-current market price for diesel. If fuel prices decrease signiﬁ cantly, these forward purchases may prove ineffective and result in us paying higher than market costs for a portion of our diesel fuel. Business and Operational Risks Our ability to meet our long-term strategic objectives to grow the proﬁ tability of our business depends largely on the success of the Business Transformation Project In ﬁ scal 2009, we commenced our Business Transformation Project, which currently consists of three main components: • the design and deployment of an Enterprise Resource Planning (ERP) system to implement an integrated software system to support a majority of our business processes and further streamline our operations; • a cost transformation initiative to lower our cost structure by $300 million to $350 million annually by ﬁ scal 2015. These include initiatives to increase our productivity in the warehouse and delivery activities including ﬂ eet management and maintenance activities. It also involves improving sales productivity and reducing general and administrative expenses, partially through aligning compensation and beneﬁ t plans; and • a product cost reduction initiative which is designed to lower our total product costs by $250 million to $300 million annually by ﬁ scal 2015. This initiative involves the use of market data and customer insights to make changes to product pricing and product assortment. We believe there are opportunities to more effectively provide the products that our customers want, to beneﬁ t from our purchasing power and to create mutually beneﬁ cial partnerships with our suppliers. We believe that procuring greater quantities with select vendors will result in reduced prices for our product purchases. Although we expect the investment in the Business Transformation Project to provide meaningful beneﬁ ts to the company over the long-term, the costs exceeded the beneﬁ ts during the testing stages of implementation of ERP, including in ﬁ scal 2012. We believe the costs will exceed the beneﬁ ts in ﬁ scal 2013. Successfully managing deployment is critical to our business success. While we expect all three components of the Business Transformation Project 6 SYSCO CORPORATION - Form 10-K PART I ITEM 1A Risk Factors to enhance our value proposition to customers and suppliers and improve our long-term proﬁ tability, there can be no assurance that we will realize our expectations within the time frame we have established, if at all. The actual cost of the ERP system may be greater or less than currently expected and delays in the execution of deployment may adversely affect our business and results of operations ERP implementations are complex and time-consuming projects that involve substantial investments in system software and implementation activities over a multi-year timeframe. Our cost estimates related to our ERP system are based on assumptions which are subject to wide variability, require a great deal of judgment, and are inherently uncertain. Thus, the actual costs of the project in ﬁ scal 2013 (and beyond) may be greater or less than currently expected. For example, as we continue implementation of the project, we have encountered, and we may continue to encounter, the need for changes in design or revisions of the project calendar and budget, including incurring expenses at an earlier or later time than currently anticipated. In addition, implementation of the systems require signiﬁ cant management attention and resources over an extended period of time and any signiﬁ cant design errors or delay in the implementation of the systems could materially and adversely affect our operating results and impact our ability to manage our business. Delays in deployment, additional operating problems discovered in the underlying information technology systems’ processes, cost overages or limitations on the extent of the business transformation during the ERP implementation process adversely affect our business and results of operations. In addition, because the implementation is expected to continue to involve a signiﬁ cant capital commitment, our business, results of operations and liquidity may also be adversely affected if the ERP system, and the associated process changes, do not prove to be cost effective or do not result in the cost savings and other beneﬁ ts at the levels that we anticipate. There can be no guarantee that we will be able to realize the intended results of the system software and implementation activities. We expect costs to continue to outweigh beneﬁ ts for ﬁ scal 2013 as we commence deployment. We may not realize anticipated beneﬁ ts from our cost reduction efforts We have implemented a number of cost reduction initiatives that we believe are necessary to position our business for future success and growth. Our future success and earnings growth depend upon our ability to achieve a lower cost structure and operate efﬁ ciently in the highly competitive food and beverage industry, particularly in an environment of increased competitive activity and reduced proﬁ tability. If we are unable to realize the anticipated beneﬁ ts from our cost cutting efforts, we could become cost disadvantaged in the marketplace, and our competitiveness and our proﬁ tability could decrease. We may not realize anticipated beneﬁ ts from our product cost reduction initiative Our product cost reduction initiative will be deployed to use market data and customer insights to make changes to product pricing and product assortment issues. This initiative aims to improve our offerings to customers, strengthen strategic relationships with suppliers, and improve our sales and proﬁ t margins. The implementation of changes may not result in the cost savings and other beneﬁ ts at the levels that we anticipate, or at all. Conditions beyond our control can interrupt our supplies and increase our product costs We obtain substantially all of our foodservice and related products from third-party suppliers. For the most part, we do not have long-term contracts with our suppliers committing them to provide products to us. Although our purchasing volume can provide beneﬁ ts when dealing with suppliers, suppliers may not provide the foodservice products and supplies needed by us in the quantities and at the prices requested. We are also subject to delays caused by interruption in production and increases in product costs based on conditions outside of our control. These conditions include work slowdowns, work interruptions, strikes or other job actions by employees of suppliers, short-term weather conditions or more prolonged climate change, crop conditions, product recalls, water shortages, transportation interruptions, unavailability of fuel or increases in fuel costs, competitive demands and natural disasters or other catastrophic events (including, but not limited to food-borne illnesses). Further, increased frequency or duration of extreme weather conditions could also impair production capabilities, disrupt our supply chain or impact demand for our products. In the summer months of 2012, certain agricultural areas of the United States have experienced severe drought. The impact of this drought is uncertain and could result in volatile input costs. Input costs could increase at any point in time for a large portion of the products that we sell for a prolonged period. Our inability to obtain adequate supplies of foodservice and related products as a result of any of the foregoing factors or otherwise could mean that we could not fulﬁ ll our obligations to customers, and customers may turn to other distributors. Adverse publicity about us or lack of conﬁ dence in our products could negatively impact our reputation and reduce earnings Maintaining a good reputation and public conﬁ dence in the safety of the products we distribute is critical to our business, particularly to selling Sysco Brand products. Anything that damages that reputation or the public’s conﬁ dence in our products, whether or not justiﬁ ed, including adverse publicity about the quality, safety or integrity of our products, could quickly affect our revenues and proﬁ ts. Reports, whether true or not, of food-borne illnesses, such as e-coli, avian ﬂ u, bovine spongiform encephalopathy, hepatitis A, trichinosis or salmonella, and injuries caused by food tampering could also severely injure our reputation or negatively impact the public’s conﬁ dence in our products. If patrons of our restaurant customers become ill from food-borne illnesses, our customers could be forced to temporarily close restaurant locations and our sales and proﬁ tability would be correspondingly decreased. In addition, instances of food-borne illnesses or food tampering or other health concerns, such as ﬂ u epidemics or other pandemics, even those unrelated to the use of Sysco products, or public concern regarding the safety of our products, can result in negative publicity about the food service distribution industry and cause our sales and proﬁ tability to decrease dramatically. SYSCO CORPORATION - Form 10-K 7 PART I ITEM 1A Risk Factors Expanding into international markets and complementary lines of business presents unique challenges, and our expansion efforts with respect to international operations and complementary lines of business may not be successful In addition to our domestic activities, an element of our strategy includes the possibility of further expansion of operations into international markets. Our ability to successfully operate in international markets may be adversely affected by local laws and customs, legal and regulatory constraints, including compliance with the Foreign Corrupt Practices Act, political and economic conditions and currency regulations of the countries or regions in which we currently operate or intend to operate in the future. Risks inherent in our existing and future international operations also include, among others, the costs and difﬁ culties of managing international operations, difﬁ culties in identifying and gaining access to local suppliers, suffering possible adverse tax consequences, maintaining product quality and greater difﬁ culty in enforcing intellectual property rights. Additionally, foreign currency exchange rates and ﬂ uctuations may have an impact on our future costs or on future sales and cash ﬂ ows from our international operations. Another element of our strategy includes the possibility of expansion into businesses that are closely related or complementary to, but not currently part of, our core foodservice distribution business. Our ability to successfully operate in these complementary business markets may be adversely affected by legal and regulatory constraints, including compliance with regulatory programs to which we become subject. Risks inherent in branching out into such complementary markets also include the costs and difﬁ culties of managing operations outside of our core business, which may require additional skills and competencies, as well as difﬁ culties in identifying and gaining access to suppliers or customers in new markets. If we fail to comply with requirements imposed by applicable law or other governmental regulations, we could become subject to lawsuits, investigations and other liabilities and restrictions on our operations that could signiﬁ cantly and adversely affect our business We are subject to governmental regulation at the federal, state, international, national, provincial and local levels in many areas of our business, such as food safety and sanitation, minimum wage, overtime, wage payment, wage and hour and employment discrimination, immigration, human health and safety, including regulations of the FDA, USDA, U.S. Occupational Safety and Health Administration, federal motor carrier safety, data privacy, environmental protection, the import and export of goods and customs regulations, the False Claims Act, the Foreign Corrupt Practices Act and the services we provide in connection with governmentally funded entitlement programs. From time to time, both federal and state governmental agencies have conducted audits of our billing practices as part of investigations of providers of services under governmental contracts, or otherwise. We also receive requests for information from governmental agencies in connection with these audits. While we attempt to comply with all applicable laws and regulations, we cannot represent that we are in full compliance with all applicable laws and regulations or interpretations of these laws and regulations at all times or that we will be able to comply with any future laws, regulations or interpretations of these laws and regulations. If we fail to comply with applicable laws and regulations or encounter disagreements with respect to our contracts subject to governmental regulations, including those referred to above, we may be subject to investigations, criminal sanctions or civil remedies, including ﬁ nes, injunctions, prohibitions on exporting, seizures or debarments from contracting with the government. The cost of compliance or the consequences of non-compliance, including debarments, could have a material adverse effect on our business and results of operations. In addition, governmental units may make changes in the regulatory frameworks within which we operate that may require either the corporation as a whole or individual businesses to incur substantial increases in costs in order to comply with such laws and regulations. Product liability claims could materially impact our business We, like any other seller of food, face the risk of exposure to product liability claims in the event that the use of products sold by Sysco causes injury or illness. With respect to product liability claims, we believe we have sufﬁ cient primary or excess umbrella liability insurance. However, this insurance may not continue to be available at a reasonable cost or, if available, may not be adequate to cover all of our liabilities. We generally seek contractual indemniﬁ cation and insurance coverage from parties supplying our products, but this indemniﬁ cation or insurance coverage is limited, as a practical matter, to the creditworthiness of the indemnifying party and the insured limits of any insurance provided by suppliers. If Sysco does not have adequate insurance or contractual indemniﬁ cation available, product liability relating to defective products could materially reduce our net earnings and earnings per share. We must ﬁ nance and integrate acquired businesses effectively Historically, a portion of our growth has come through acquisitions. If we are unable to integrate acquired businesses successfully or realize anticipated economic, operational and other beneﬁ ts and synergies in a timely manner, our earnings per share may decrease. Integration of an acquired business may be more difﬁ cult when we acquire a business in a market in which we have limited expertise, or with a culture different from Sysco’s. A signiﬁ cant expansion of our business and operations, in terms of geography or magnitude, could strain our administrative and operational resources. Signiﬁ cant acquisitions may also require the issuance of material additional amounts of debt or equity, which could materially alter our debt to equity ratio, increase our interest expense and decrease earnings per share, and make it difﬁ cult for us to obtain favorable ﬁ nancing for other acquisitions or capital investments. We need access to borrowed funds in order to grow and any default by us under our indebtedness could have a material adverse impact A substantial part of our growth historically has been the result of acquisitions and capital expansion. We anticipate additional acquisitions and capital expansion in the future. As a result, our inability to ﬁ nance acquisitions and capital expenditures through borrowed funds could restrict our ability to expand. Moreover, any default under the documents governing our indebtedness could have a signiﬁ cant adverse effect on our cash ﬂ ows, as well as the market value of our common stock. 8 SYSCO CORPORATION - Form 10-K PART I ITEM 1A Risk Factors Our level of indebtedness and the terms of our indebtedness could adversely affect our business and liquidity position As of June 30, 2012, we had approximately $3 billion of total indebtedness. We have a Board-approved commercial paper program allowing us to issue short-term unsecured notes in an aggregate amount not to exceed $1.3 billion; a revolving credit facility supporting our U.S. and Canadian commercial paper programs in the amount of $1.0 billion set to expire on December 29, 2016; and certain uncommitted bank lines of credit providing for unsecured borrowings for working capital of up to $95.0 million. In June 2012, we issued $750 million in senior notes, which contributed to an increase in our total indebtedness. Our indebtedness may further increase from time to time for various reasons, including ﬂ uctuations in operating results, working capital needs, capital expenditures and potential acquisitions or joint ventures. Our increased level of indebtedness and the ultimate cost of such indebtedness could have a negative impact on our liquidity, cost of capital and ﬁ nancial results. Technology dependence could have a material negative impact on our business Our ability to decrease costs and increase proﬁ ts, as well as our ability to serve customers most effectively, depends on the reliability of our technology network. We use software and other technology systems, among other things, to generate and select orders, to load and route trucks and to monitor and manage our business on a day-to-day basis. Any disruption to these computer systems could adversely impact our customer service, decrease the volume of our business and result in increased costs. Furthermore, process changes will be required as we continue to use our existing warehousing, delivery, and payroll systems to support operations as we implement the ERP system. While Sysco has invested and continues to invest in technology security initiatives and disaster recovery plans, these measures cannot fully insulate us from technology disruption that could result in adverse effects on operations and proﬁ ts. We may be required to pay material amounts under multiemployer deﬁ ned beneﬁ t pension plans We contribute to several multiemployer deﬁ ned beneﬁ t pension plans based on obligations arising under collective bargaining agreements covering union- represented employees. Approximately 10% of our current employees are participants in such multiemployer plans. In ﬁ scal 2012, our total contributions to these plans were approximately $68 million, which included payments for withdrawal liabilities of $34 million. The costs of providing beneﬁ ts through such plans have increased in recent years. The amount of any increase or decrease in our required contributions to these multiemployer plans will depend upon many factors, including the outcome of collective bargaining, actions taken by trustees who manage the plans, government regulations, the actual return on assets held in the plans and the potential payment of a withdrawal liability if we choose to exit. Based upon the information available to us from plan administrators, we believe that several of these multiemployer plans are underfunded. The unfunded liabilities of these plans may result in increased future payments by us and the other participating employers. Underfunded multiemployer pension plans may impose a surcharge requiring additional pension contributions. Our risk of such increased payments may be greater if any of the participating employers in these underfunded plans withdraws from the plan due to insolvency and is not able to contribute an amount sufﬁ cient to fund the unfunded liabilities associated with its participants in the plan. Based on the latest information available from plan administrators, we estimate our share of the aggregate withdrawal liability on the multiemployer plans in which we participate could have been as much as $205 million as of June 30, 2012. A signiﬁ cant increase to funding requirements could adversely affect the Company’s ﬁ nancial condition, results of operations or cash ﬂ ows. Our funding requirements for our company-sponsored qualiﬁ ed pension plan may increase and our earnings may decrease should ﬁ nancial markets experience future declines Our company-sponsored qualiﬁ ed pension plan (Retirement Plan) holds investments in both equity and ﬁ xed income securities. The amount of our annual contribution to the plan is dependent upon, among other things, the returns on the plan’s assets and discount rates used to calculate the plan’s liability. Our expense is also impacted by these items. Fluctuations in asset values can cause the amount of our anticipated future contributions to the plan to increase and pension expense to increase and can result in a reduction to shareholders’ equity on our balance sheet at ﬁ scal year-end, which is when this plan’s funded status is measured. Also, the projected liability of the plan will be impacted by the ﬂ uctuations of interest rates on high quality bonds in the public markets as these are inputs in determining our discount rate at ﬁ scal year-end. Speciﬁ cally, decreases in these interest rates may have an adverse impact on our results of operations. To the extent ﬁ nancial markets experience future declines similar to those experienced in ﬁ scal 2008 through the beginning of ﬁ scal 2010, and/or interest rates on high quality bonds in the public markets decline, our required contributions and pension expense may increase for future years as our funded status decreases, which could have an adverse impact on our liquidity and results of operations. At the end of ﬁ scal 2012, we decided to freeze future beneﬁ t accruals under the Retirement Plan as of December 31, 2012 for all U.S.-based salaried and non-union hourly employees. Effective January 1, 2013, these employees will be eligible for additional contributions under an enhanced, deﬁ ned contribution plan. While these actions will serve to limit future growth in our pension liabilities, we had a sizable pension obligation of $2.7 billion as of June 30, 2012 which could continue to impact our funding requirements and our earnings. Additionally, although recent pension funding relief legislation has served to defer some required funding, additional contributions may be required if our plan is not fully funded when the provisions that provided the relief are phased out. See Note 13, “Company-Sponsored Employee Beneﬁ t Plans” to the Consolidated Financial Statements in Item 8 for a discussion of the funded status of the Retirement Plan. Failure to successfully renegotiate union contracts could result in work stoppages As of June 30, 2012, approximately 8,200 employees at 50 operating companies were members of 53 different local unions associated with the International Brotherhood of Teamsters and other labor organizations. In ﬁ scal 2013, 15 agreements covering approximately 1,400 employees have expired or will expire. Since June 30, 2012, one contract covering 48 of the approximately 1,400 employees has been renegotiated. Failure of our operating companies SYSCO CORPORATION - Form 10-K 9 PART I ITEM 1B Unresolved Staff Comments to effectively renegotiate these contracts could result in work stoppages. Although our operating subsidiaries have not experienced any signiﬁ cant labor disputes or work stoppages to date, and we believe they have satisfactory relationships with their unions, a work stoppage due to failure of multiple operating subsidiaries to renegotiate union contracts could have a material adverse effect on us. A shortage of qualiﬁ ed labor could negatively impact our business and materially reduce earnings Our operations rely heavily on our employees, particularly drivers, and any shortage of qualiﬁ ed labor could signiﬁ cantly affect our business. Our recruiting and retention efforts and efforts to increase productivity gains may not be successful and there may be a shortage of qualiﬁ ed drivers in future periods. Any such shortage would decrease Sysco’s ability to effectively serve our customers. Such a shortage would also likely lead to higher wages for employees and a corresponding reduction in our net earnings. Our authorized preferred stock provides anti-takeover beneﬁ ts that may not be viewed as beneﬁ cial to stockholders Under our Restated Certiﬁ cate of Incorporation, Sysco’s Board of Directors is authorized to issue up to 1,500,000 shares of preferred stock without stockholder approval. Issuance of these shares could make it more difﬁ cult for anyone to acquire Sysco without approval of the Board of Directors, depending on the rights and preferences of the stock issued. In addition, if anyone attempts to acquire Sysco without approval of the Board of Directors of Sysco, the existence of this undesignated preferred stock could allow the Board of Directors to adopt a shareholder rights plan without obtaining stockholder approval, which could result in substantial dilution to a potential acquirer. As a result, hostile takeover attempts that might result in an acquisition of Sysco, that could otherwise have been ﬁ nancially beneﬁ cial to our stockholders, could be deterred. ITEM 1B Unresolved Staff Comments None. 10 SYSCO CORPORATION - Form 10-K ITEM 2 Properties The table below shows the number of distribution facilities occupied by Sysco in each state, province or country and the aggregate square footage devoted to cold and dry storage as of June 30, 2012. PART I ITEM 2 Properties Location Alabama Alaska Arizona Arkansas California Colorado Connecticut District of Columbia Florida Georgia Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Jersey New Mexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina Tennessee Texas Utah Virginia Washington Wisconsin Alberta, Canada British Columbia, Canada Manitoba, Canada New Brunswick, Canada Newfoundland, Canada Nova Scotia, Canada Ontario, Canada Quebec, Canada Saskatchewan, Canada Ireland TOTAL * Number of Facilities Cold Storage (Square Feet in thousands) Dry Storage (Square Feet in thousands) 2 1 3 2 17 5 3 1 15 7 2 6 1 1 1 1 1 1 2 3 4 2 1 2 1 2 3 4 1 3 6 1 6 4 3 4 1 1 5 17 1 3 1 2 3 8 1 2 1 1 11 3 1 1 185 184 43 138 131 1,088 283 160 7 1,269 324 84 402 100 93 177 92 134 59 291 397 320 150 95 107 120 217 193 140 120 417 334 46 419 189 177 460 3 151 412 1,127 161 564 134 287 218 279 76 48 40 31 478 50 46 44 13,109 228 26 120 88 1,144 227 109 7 911 454 88 535 109 95 171 106 113 50 252 395 363 135 69 95 121 232 109 453 108 317 300 59 400 157 160 405 - 98 424 1,057 107 410 92 242 216 254 105 48 25 42 430 101 63 40 12,465 Segment Served* BL BL BL, O BL, O BL, S, O BL, S, O BL, O BL BL, S, O BL, S, O BL BL, S, O BL BL BL BL BL BL BL BL, S BL, S BL BL BL, S BL BL BL, O BL, O BL BL BL, S, O BL BL, S, O BL, S, O BL, S BL, S BL BL BL, O BL, S, O BL BL BL BL BL BL, O BL BL BL BL BL, O BL BL BL Segments served include Broadline (BL), SYGMA (S) and Other (O). SYSCO CORPORATION - Form 10-K 11 PART I ITEM 3 Legal Proceedings We own approximately 21,279,000 square feet of our distribution facilities (or 83.2% of the total square feet), and the remainder is occupied under leases expiring at various dates from ﬁ scal 2013 to ﬁ scal 2032, exclusive of renewal options. Certain of the facilities owned by the company are subject to industrial revenue bond ﬁ nancing arrangements totaling $13.6 million as of June 30, 2012. Such industrial revenue bond ﬁ nancing arrangements mature at various dates through ﬁ scal 2026. We own our approximately 625,000 square foot headquarters ofﬁ ce complex in Houston, Texas. In addition, we own our approximately 669,000 square foot shared services complex in Cypress, Texas. We are currently constructing a fold-out facility in southern California. As of June 30, 2012, our ﬂ eet of approximately 9,100 delivery vehicles consisted of tractor and trailer combinations, vans and panel trucks, most of which are either wholly or partially refrigerated for the transportation of frozen or perishable foods. We own approximately 92% of these vehicles and lease the remainder. ITEM 3 Legal Proceedings None. ITEM 4 Mine Safety Disclosures Not applicable. 12 SYSCO CORPORATION - Form 10-K PART II ITEM 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities The principal market for Sysco’s common stock (SYY) is the New York Stock Exchange. The table below sets forth the high and low sales prices per share for our common stock as reported on the New York Stock Exchange Composite Tape and the cash dividends declared for the periods indicated. Fiscal 2011: First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal 2012: First Quarter Second Quarter Third Quarter Fourth Quarter Common Stock Prices High Low Dividends Declared Per Share $ $ 31.55 $ 30.18 30.54 32.76 31.73 $ 29.62 31.18 30.20 27.13 $ 28.22 27.31 27.81 25.48 $ 25.09 28.70 27.05 0.25 0.26 0.26 0.26 0.26 0.27 0.27 0.27 The number of record owners of Sysco’s common stock as of August 15, 2012 was 13,529. As indicated in the table below, we did not make any share repurchases during the fourth quarter of ﬁ scal 2012: ISSUER PURCHASES OF EQUITY SECURITIES Period Month #1 April 1 – April 28 Month #2 April 29 – May 26 Month #3 May 27 – June 30 TOTAL (a) Total Number of Shares Purchased (b) Average Price Paid per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs - $ - - - $ - - - - - - - - 23,386,600 23,386,600 23,386,600 23,386,600 On August 27, 2010, the Board of Directors approved the repurchase of 20,000,000 shares. On November 16, 2011, the Board of Directors approved the repurchase of an additional 20,000,000 shares. Pursuant to the repurchase program, shares may be acquired in the open market or in privately negotiated transactions at the company’s discretion, subject to market conditions and other factors. In July 2004, the Board of Directors authorized us to enter into agreements from time to time to extend our ongoing repurchase program to include repurchases during company announced “blackout periods” of such securities in compliance with Rule 10b5-1 promulgated under the Exchange Act. SYSCO CORPORATION - Form 10-K 13 PART II ITEM 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities Stock Performance Graph The following performance graph and related information shall not be deemed “soliciting material” or to be “ﬁ led” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future ﬁ ling under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent that Sysco speciﬁ cally incorporates such information by reference into such ﬁ ling. The following stock performance graph compares the performance of Sysco’s Common Stock to the S&P 500 Index and to the S&P 500 Food/Staple Retail Index for Sysco’s last ﬁ ve ﬁ scal years. The graph assumes that the value of the investment in our Common Stock, the S&P 500 Index, and the S&P 500 Food/Staple Index was $100 on the last trading day of ﬁ scal 2007, and that all dividends were reinvested. Performance data for Sysco, the S&P 500 Index and the S&P 500 Food/Staple Retail Index is provided as of the last trading day of each of our last ﬁ ve ﬁ scal years. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN ASSUMES INITIAL INVESTMENT OF $100 In $ 140 120 100 80 60 40 20 0 6/30/07 6/28/08 6/27/09 7/3/10 7/2/11 6/30/12 Sysco Corporation S&P 500 Index S&P 500 Food/Staples Retail Index Sysco Corporation S&P 500 S&P 500 Food/Staples Retail Index 6/30/07 6/28/08 6/27/09 7/3/10 7/2/11 6/30/12 $ 100 $ 100 100 88 $ 87 104 75 $ 64 86 95 $ 73 87 109 $ 97 113 107 101 130 14 SYSCO CORPORATION - Form 10-K PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations ITEM 6 Selected Financial Data (In thousands except for per share data) Sales Operating income Earnings before income taxes Income taxes NET EARNINGS Net earnings: 2012 2011 Fiscal Year 2010 (53 Weeks) 2009 $ 42,380,939 $ 39,323,489 $ 37,243,495 $ 36,853,330 $ 1,890,632 1,784,002 662,417 1,931,502 1,827,454 675,424 1,975,868 1,849,589 669,606 1,872,211 1,770,834 714,886 2008 37,522,111 1,879,949 1,791,338 685,187 $ 1,121,585 $ 1,152,030 $ 1,179,983 $ 1,055,948 $ 1,106,151 BASIC EARNINGS PER SHARE $ DILUTED EARNINGS PER SHARE $ $ Dividends declared per share Total assets Capital expenditures Current maturities of long-term debt Long-term debt Total long-term debt Shareholders’ equity TOTAL CAPITALIZATION Ratio of long-term debt to capitalization $ $ 1.91 $ 1.90 1.07 $ 12,094,972 $ 784,501 254,650 $ 2,763,688 3,018,338 4,685,040 7,703,378 $ 1.96 $ 1.96 1.03 $ 11,385,555 $ 636,442 207,031 $ 2,279,517 2,486,548 4,705,242 7,191,790 $ 1.99 $ 1.99 0.99 $ 10,313,701 $ 594,604 1.77 $ 1.77 0.94 $ 10,148,486 $ 464,561 7,970 $ 9,163 $ 2,472,662 2,480,632 3,827,526 6,308,158 $ 2,467,486 2,476,649 3,449,702 5,926,351 $ 1.83 1.81 0.85 10,010,615 515,963 4,896 1,975,435 1,980,331 3,408,986 5,389,317 39.2% 34.6% 39.3% 41.8% 36.7% ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Our discussion below of our results includes certain non-GAAP ﬁ nancial measures that we believe provide important perspective with respect to underlying business trends. Any non-GAAP ﬁ nancial measure will be denoted as an adjusted measure and excludes expenses from our Business Transformation Project, from withdrawals from multiemployer pension plans, restructuring charges, corporate-owned life insurance policies (COLI) policies, recognized tax beneﬁ ts and the impact of the 53rd week in ﬁ scal 2010. More information on the rationale for the use of these measures and reconciliations to GAAP numbers can be found under “Non-GAAP Reconciliations.” Overview Sysco distributes food and related products to restaurants, healthcare and educational facilities, lodging establishments and other foodservice customers. Our operations are primarily located throughout the United States, Canada and Ireland and include broadline companies (which include our custom-cut meat operations), SYGMA (our chain restaurant distribution subsidiary), specialty produce companies, hotel supply operations, a company that distributes specialty imported products and a company that distributes to international customers. We consider our primary market to be the foodservice market in the United States and Canada and estimate that we serve about 17.5% of this approximately $225 billion annual market. According to industry sources, the foodservice, or food-away-from-home, market represents approximately 46% of the total dollars spent on food purchases made at the consumer level in the United States. Industry sources estimate the total foodservice market in the United States experienced a real sales decline of approximately 0.4% in calendar year 2011 and 2.5% in calendar year 2010. Real sales declines do not include the impact of inﬂ ation or deﬂ ation. General economic conditions and consumer conﬁ dence can affect the frequency of purchases and amounts spent by consumers for food-away-from-home and, in turn, can impact our customers and our sales. We believe the current general economic conditions, including pressure on consumer disposable income, have contributed to a decline in the foodservice market. Historically, we have grown at a faster rate than the overall industry and believe we have continued to grow our market share in this fragmented industry. SYSCO CORPORATION - Form 10-K 15 PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Highlights High levels of product costs and an uneven economic recovery contributed to a challenging business environment in ﬁ scal 2012. Our case volume growth has shown modest improvement in a low growth market environment. However, our earnings declined due to high levels of inﬂ ation and rising operating expenses, driven in part by our expenses related to our Business Transformation Project. Comparison of results from ﬁ scal 2012 to ﬁ scal 2011: • Sales increased 7.8% to $42.4 billion primarily due to increased prices due to inﬂ ation and secondarily from case volume growth. • Operating income decreased 2.1%, or $40.9 million, to $1.9 billion, primarily driven by lower gross margins and increased operating expenses partially from increased expenses from payroll and our Business Transformation Project. These expense increases were partially offset by increases in gross proﬁ t dollars. Adjusted operating income increased 3.0%, or $60.9 million. • Net earnings decreased 2.6% to $1.1 billion primarily due to the decline in operating income. Adjusted net earnings increased 4.7%, or $56.4 million. • Basic and diluted earnings per share in ﬁ scal 2012 were $1.91 and $1.90, respectively. This represents a 2.6% decrease from the comparable prior year period amount for basic earnings per share of $1.96 per share and a 3.1% decrease from the comparable prior year period amount for diluted earnings per share of $1.96. Adjusted diluted earnings per share were $2.13 in ﬁ scal 2012 and $2.04 in ﬁ scal 2011, an increase of 4.4%. See “Non-GAAP Reconciliations” for an explanation of these non-GAAP ﬁ nancial measures. Trends and Strategy Trends General economic conditions and consumer conﬁ dence can affect the frequency of purchases and amounts spent by consumers for food-away-from-home and, in turn, can impact our customers and our sales. We believe the current general economic conditions, including pressure on consumer disposable income, have contributed to a slow rate of recovery in the foodservice market. According to industry sources, real sales for the total foodservice market in the United States are not expected to grow signiﬁ cantly over the next year. We experienced prolonged levels of high product cost inﬂ ation during most of ﬁ scal 2012 as compared to ﬁ scal 2011. Our product cost inﬂ ation reached a high of 7.3% in the ﬁ rst quarter of ﬁ scal 2012 and a low of 3.3% in the fourth quarter of ﬁ scal 2012. While we are generally able to pass on modest levels of inﬂ ation to our customers, we were unable to fully pass through these higher levels of product cost inﬂ ation with the same gross margin percentage without negatively impacting our customers’ business and therefore our business. In the summer months of 2012, certain agricultural areas of the United States have experienced severe drought. The impact of this drought is uncertain and could result in volatile input costs. Input costs could increase at any point in time for a large portion of the products that we sell for a prolonged period. While we cannot predict whether inﬂ ation will continue at current levels, periods of high inﬂ ation, either overall or in certain product categories, can have a negative impact on us and our customers, as high food costs can reduce consumer spending in the food-away-from-home market, and may negatively impact our sales, gross proﬁ t, operating income and earnings. We have experienced higher operating costs this ﬁ scal year. Some of the increase has resulted from increased pay-related expenses. Sales compensation includes commissions which are driven by gross proﬁ t dollars and case volumes, and delivery compensation includes activity-based pay which is driven by case volumes. Since these drivers are variable in nature, increased gross proﬁ t dollars and case volumes have increased sales and delivery compensation. We believe pay-related expense could continue to increase if gross proﬁ t dollars and case volumes increase; however, the impact of our productivity related initiatives could favorably impact the magnitude of this trend. Fuel costs are expected to stabilize provided that fuel prices do not signiﬁ cantly change from their current levels. Our Business Transformation Project is a key part of our strategy to control costs and grow our market share over the long-term. This project includes an integrated software system that went into deployment in August 2012. We believe expenses related to the project will increase in ﬁ scal 2013 as compared to ﬁ scal 2012 due to amortization of the software asset and increased deployment costs. Net company-sponsored pension costs for our Retirement Plan have experienced volatility over the past ﬁ ve years primarily due to changes in interest rates which are used to determine the discount rates for our pension obligations and our pension asset performance. For most of these periods, we have experienced signiﬁ cantly increased pension expense. At the end of ﬁ scal 2012, Sysco decided to freeze future beneﬁ t accruals under the Retirement Plan as of December 31, 2012 for all U.S.-based salaried and non-union hourly employees. Effective January 1, 2013, these employees will be eligible for additional contributions under an enhanced, deﬁ ned contribution plan. Pension costs will decrease in ﬁ scal 2013 primarily due to this plan freeze. Our expenses related to our deﬁ ned contribution plan will increase in ﬁ scal 2013 and will more than offset our reduced pension costs; however, over the long- term, we believe the changes to both plans will result in reduced volatility of retirement related expenses and a reduction in total retirement related expenses. 16 SYSCO CORPORATION - Form 10-K PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Strategy We are focused on optimizing our core broadline business in the U.S. and Canada, while continuing to explore appropriate opportunities to proﬁ tably grow our market share and create shareholder value by expanding beyond our core business. Day-to-day, our business decisions are driven by our mission to market and deliver great products to our customers with exceptional service, with the aspirational vision of becoming each of our customers’ most valued and trusted business partner. We have identiﬁ ed ﬁ ve strategies to help us achieve our mission and vision: • Profoundly enrich the experience of doing business with Sysco: Our primary focus is to help our customers succeed. We believe that by building on our current competitive advantages, we will be able to further differentiate our offering to customers. Our competitive advantages include our sales force of over 8,000 marketing associates; our diversiﬁ ed product base, which includes quality-assured Sysco brand products; the suite of services we provide to our customers such as business reviews and menu analysis; and our wide geographic presence in the United States and Canada. In addition, we have a portfolio of businesses spanning broadline, specialty meat, chain restaurant distribution, specialty produce, hotel amenities, specialty import and export which serves our customers’ needs across a wide array of business segments. We believe this strategy of enriching the experience of doing business with Sysco will increase customer retention and proﬁ tably accelerate sales growth with both existing and new customers. • Continuously improve productivity in all areas of our business: Our multi-year Business Transformation Project is designed to improve productivity and reduce costs. An integrated software system is included in this project and will support a majority of our business processes to further streamline our operations and reduce costs. These systems are commonly referred to as Enterprise Resource Planning (ERP) systems. We view the technology as an important enabler of this project; however the larger outcome of this project will be from transformed processes that standardize portions of our operations. This includes a shared business service center to centrally manage certain back-ofﬁ ce functions that are currently performed at a majority of our operating companies. This project also includes removing costs from our operations through improved productivity without impacting our service to our customers. We continue to optimize warehouse and delivery activities across the corporation to achieve a more efﬁ cient delivery of products to our customers and we seek to improve sales productivity and lower general and administrative costs. We also have a product cost reduction initiative to provide the right products to our customers while leveraging our purchasing power. • Expand our portfolio of products and services by initiating a customer-centric innovation program: We continually explore opportunities to provide new and improved products, technologies and services to our customers. • Explore, assess and pursue new businesses and markets: This strategy is focused on identifying opportunities to expand the core business through growth in new international markets and in adjacent areas that complement our core foodservice distribution business. As a part of our ongoing strategic analysis, we regularly evaluate business opportunities, including potential acquisitions and sales of assets and businesses. • Develop and effectively integrate a comprehensive, enterprise-wide talent management process: Our ability to drive results and grow our business is directly linked to having the best talent in the industry. We are committed to the continued enhancement of our talent management programs in terms of how we recruit, select, train and develop our associates throughout Sysco as well as succession planning. Our ultimate objective is to provide our associates with outstanding opportunities for professional growth and career development. Business Transformation Project In ﬁ scal 2009, we commenced our Business Transformation Project, which currently consists of three main components: • the design and deployment of an ERP system to implement an integrated software system to support a majority of our business processes and further streamline our operations; • a cost transformation initiative to lower our cost structure; and • a product cost reduction initiative to use market data and customer insights to make changes to product pricing and product assortment issues. In ﬁ scal 2012, we continued to reﬁ ne our ERP system after implementing it at two pilot operating companies. The system has been deployed to three operating companies and we are targeting to convert 5 to 15 U.S. Broadline operating companies in ﬁ scal 2013. Our next ﬁ ve conversions will be in Texas and Louisiana. We believe future conversions will be 15 to 25 U.S. Broadline operating companies per year from ﬁ scal 2014 to ﬁ scal 2016. Although we expect the investment in the ERP system within our Business Transformation Project to provide meaningful beneﬁ ts to the company over the long-term, the costs will exceed the beneﬁ ts during ﬁ scal 2013. Expenses related to the Business Transformation Project were $193.1 million in ﬁ scal 2012 or $0.21 per share, $102.6 million in ﬁ scal 2011 or $0.11 per share and $81.1 million in ﬁ scal 2010 or $0.09 per share. We anticipate that project expenses for ﬁ scal 2013 will continue to signiﬁ cantly increase primarily due to the initiation of software amortization as the system was placed into service in August 2012. Our costs will also increase from the ramp up of our shared services center, continuing costs for deployment of the software platform and information technology support costs. Some of these increased costs will be partially offset by beneﬁ ts obtained from the project, primarily in reduced headcount; however the costs will exceed the beneﬁ ts in ﬁ scal 2013. Our cost transformation initiative seeks to lower our cost structure by $300 million to $350 million annually by ﬁ scal 2015. These include initiatives to increase our productivity in the warehouse and delivery activities including ﬂ eet management and maintenance activities. It also involves improving sales productivity and reducing general and administrative expenses, partially through aligning compensation and beneﬁ t plans. SYSCO CORPORATION - Form 10-K 17 PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Our product cost reduction initiative is designed to lower our total product costs by $250 million to $300 million annually by ﬁ scal 2015. This initiative involves the use of market data and customer insights to make changes to product pricing and product assortment. We believe there are opportunities to more effectively provide the products that our customers want, to beneﬁ t from our purchasing power and to create mutually beneﬁ cial partnerships with our suppliers. We believe that procuring greater quantities with select vendors will result in reduced prices for our product purchases. We expect our expenses related to the Business Transformation Project for ﬁ scal 2013 to be approximately $300 million to $350 million net of beneﬁ ts obtained from our shared services center. We expect our capital expenditures related to this project to be approximately $5 million to $20 million. In ﬁ scal 2013, we believe we can obtain approximately 25% of the total expected annualized beneﬁ ts of $550 million to $650 million. If we are successful in obtaining these beneﬁ ts in ﬁ scal 2013, some of the trends noted above could be favorably impacted. 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: Sales Cost of sales Gross proﬁ t Operating expenses Operating income Interest expense Other expense (income), net Earnings before income taxes Income taxes NET EARNINGS 2012 2011 2010 (53 Weeks) 100.0% 81.9 18.1 13.6 4.5 0.3 (0.0) 4.2 1.6 2.6% 100.0% 81.2 18.8 13.9 4.9 0.3 (0.0) 4.6 1.7 2.9% 100.0% 80.7 19.3 14.0 5.3 0.3 0.0 5.0 1.8 3.2% 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 prior year: 2012 2011 Sales Cost of sales Gross proﬁ t Operating expenses Operating income Interest expense Other expense (income), net Earnings before income taxes Income taxes NET EARNINGS BASIC EARNINGS PER SHARE DILUTED EARNINGS PER SHARE Average shares outstanding Diluted shares outstanding (1) Other expense (income), net was income of $6.8 million in fiscal 2012, income of $14.2 million in fiscal 2011 and expense of $0.8 million in fiscal 2010. 7.8% 8.7 3.8 5.9 (2.1) (4.1) (52.4)(1) (2.4) (1.9) (2.6)% (2.6)% (3.1) 0.2 0.1 5.6% 6.2 2.9 4.8 (2.2) (5.7) (1) (1.2) 0.9 (2.4)% (1.5)% (1.5) (1.0) (0.8) Sales Sales for ﬁ scal 2012 were 7.8% higher than ﬁ scal 2011. Sales for ﬁ scal 2012 increased as a result of product cost inﬂ ation, and the resulting increase in selling prices, along with improving case volumes. Changes in product cost, an internal measure of inﬂ ation, were approximately 5.5% during ﬁ scal 2012. Case volumes including acquisitions within the last 12 months improved approximately 3.0% during ﬁ scal 2012. Case volumes excluding acquisitions within the last 12 months improved approximately 2.5% during ﬁ scal 2012. Our case volumes represent our results from our Broadline and SYGMA segments only. Sales from acquisitions in the last 12 months favorably impacted sales by 0.7% for ﬁ scal 2012. The changes in the exchange rates used to translate our foreign sales into U.S. dollars did not have a signiﬁ cant impact on sales when compared to ﬁ scal 2011. Sales for ﬁ scal 2011 were 5.6% higher than ﬁ scal 2010. After adjusting for the estimated impact of the 53rd week in ﬁ scal 2010, the adjusted increase in sales in ﬁ scal 2011 would have been 7.7%. Sales for ﬁ scal 2011 increased as a result of product cost inﬂ ation, and the resulting increase in selling prices, along with improving case volumes. Estimated product cost increases, an internal measure of inﬂ ation, were approximately 4.6% during ﬁ scal 2011. Case 18 SYSCO CORPORATION - Form 10-K PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations volumes including acquisitions within the last 12 months improved approximately 4.1% during ﬁ scal 2011. Case volumes excluding acquisitions within the last 12 months improved approximately 3.4% during ﬁ scal 2011. Sales from acquisitions in the last 12 months favorably impacted sales by 0.7% for ﬁ scal 2011. The changes in the exchange rates used to translate our foreign sales into U.S. dollars positively impacted sales by 0.5% compared to ﬁ scal 2010. Operating Income Cost of sales primarily includes our product costs, net of vendor consideration, and includes in-bound freight. Operating expenses include the costs of facilities, product handling, delivery, selling and general and administrative activities. Fuel surcharges are reﬂ ected within sales and gross proﬁ t; fuel costs are reﬂ ected within operating expenses. Fiscal 2012 vs. Fiscal 2011 Operating income decreased 2.1% in ﬁ scal 2012 over ﬁ scal 2011 to $1.9 billion, and as a percentage of sales, decreased to 4.5% of sales. This decrease was primarily driven by declines in gross margin and increased operating expenses partially from increased expenses from payroll and our Business Transformation Project. These expense increases were partially offset by increases in gross proﬁ t dollars. Gross proﬁ t dollars increased 3.8% in ﬁ scal 2012 as compared to ﬁ scal 2011, and operating expenses increased 5.9% in ﬁ scal 2012 as compared to ﬁ scal 2011. Adjusted operating income increased 3.0%, or $60.9 million, during ﬁ scal 2012. Gross proﬁ t dollars increased in ﬁ scal 2012 as compared to ﬁ scal 2011 primarily due to increased sales. Gross margin, which is gross proﬁ t as a percentage of sales, was 18.11% in ﬁ scal 2012, a decline of 69 basis points from the gross margin of 18.80% in ﬁ scal 2011. This decline in gross margin was primarily the result of product cost inﬂ ation. Other factors contributing to our gross margin decline were competitive pressures on pricing, segment mix changes where certain of our lower margin segments grew faster than our Broadline segment and our own strategy to gain market share. Sysco’s product cost inﬂ ation was estimated as inﬂ ation of 5.5% during ﬁ scal 2012. Based on our product sales mix for ﬁ scal 2012, we were most impacted by higher levels of inﬂ ation in the meat, canned and dry and frozen product categories in the range of 6% to 8%. Our product cost inﬂ ation reached a high of 7.3% in the ﬁ rst quarter of ﬁ scal 2012 and a low of 3.3% in the fourth quarter of ﬁ scal 2012. While we are generally able to pass through modest levels of inﬂ ation to our customers, we were unable to fully pass through these higher levels of product cost inﬂ ation with the same gross margin in these product categories without negatively impacting our customers’ business and therefore our business. In the summer months of 2012, certain agricultural areas of the United States have experienced severe drought. The impact of this drought is uncertain and could result in volatile input costs. Input costs could increase at any point in time for a large portion of the products that we sell for a prolonged period. While we cannot predict whether inﬂ ation will continue at these levels, prolonged periods of high inﬂ ation, either overall or in certain product categories, can have a negative impact on us and our customers, as high food costs can reduce consumer spending in the food-away-from-home market, and may negatively impact our sales, gross proﬁ t and earnings. Our product cost reduction initiative is designed to lower our total product costs by $250 million to $300 million annually by ﬁ scal 2015; however we believe the impact on our product costs in ﬁ scal 2013 will be modest. Gross proﬁ t dollars for ﬁ scal 2012 also increased as a result of higher fuel surcharges. Fuel surcharges were approximately $47.5 million higher in ﬁ scal 2012 than in ﬁ scal 2011 due to higher fuel prices incurred during ﬁ scal 2012 and the application of fuel surcharges to a broader customer base for the entire ﬁ scal period. Assuming that fuel prices do not greatly vary from recent levels, we expect the level of fuel surcharges in ﬁ scal 2013 to remain consistent with those experienced in ﬁ scal 2012. Operating expenses for ﬁ scal 2012 increased 5.9% primarily due to increased pay-related expenses, increased expenses related to our Business Transformation Project, increased fuel costs and an unfavorable year-over-year comparison on the amounts recorded to adjust the carrying value of COLI policies to their cash surrender values as compared to the prior year period. These increases were partially offset by decreases in net company-sponsored pension costs and lower provisions related to multiemployer pension plans. Adjusted operating expenses increased 4.1%, or $221.0 million, in ﬁ scal 2012 over ﬁ scal 2011. Pay-related expenses, excluding labor costs associated with our Business Transformation Project, increased by $153.7 million in ﬁ scal 2012 over ﬁ scal 2011. The increase was primarily due to increased sales and delivery compensation and added costs from companies acquired within the last 12 months. Sales compensation includes commissions which are driven by gross proﬁ t dollars and case volumes, and delivery compensation includes activity-based pay which is driven by case volumes. Since these drivers are variable in nature, increased gross proﬁ t dollars and cases volumes will increase sales and delivery compensation. However, the impact of our productivity related initiatives could favorably impact the magnitude of this trend. Also contributing to the increase was a restructuring charge related to severance incurred in the fourth quarter of ﬁ scal 2012 of $6.4 million. Expenses related to our Business Transformation Project, inclusive of pay-related expense, were $193.1 million in ﬁ scal 2012 and $102.6 million in ﬁ scal 2011, representing an increase of $90.5 million. The increase in ﬁ scal 2012 resulted from increased project spending, reduced capitalization of expenditures and expenses due to the ramp up of our shared services center. We anticipate that project expenses for ﬁ scal 2013 will continue to increase primarily due to the initiation of software amortization as the system was placed into service in August 2012. Additionally, the majority of the expenditures forecasted for ﬁ scal 2013 will be expensed as the company is in the deployment phase of the project. We believe the increase in project expenses, including all pay-related expenses, related to the Business Transformation Project in ﬁ scal 2013 as compared to ﬁ scal 2012 will be approximately $105 million to $155 million. SYSCO CORPORATION - Form 10-K 19 PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Fuel costs increased by $39.8 million in ﬁ scal 2012 over ﬁ scal 2011 primarily due to increased contracted and market diesel prices. Our costs per gallon increased 13.0% in ﬁ scal 2012 over ﬁ scal 2011. Our activities to mitigate fuel costs include reducing miles driven by our trucks through improved routing techniques, improving ﬂ eet utilization by adjusting idling time and maximum speeds and using fuel surcharges. We routinely enter into forward purchase commitments for a portion of our projected monthly diesel fuel requirements with a goal of mitigating a portion of the volatility in fuel prices. Our fuel commitments will result in either additional fuel costs or avoided fuel costs based on the comparison of the prices on the ﬁ xed price contracts and market prices for the respective periods. In ﬁ scal 2012, the forward purchase commitments resulted in an estimated $20.2 million of avoided fuel costs as the ﬁ xed price contracts were generally lower than market prices for the contracted volumes. In ﬁ scal 2011, the forward purchase commitments resulted in an estimated $16.4 million of avoided fuel costs as the ﬁ xed price contracts were generally lower than market prices for the contracted volumes. As of June 30, 2012, we had forward diesel fuel commitments totaling approximately $96 million through April 2013. Subsequent to June 30, 2012, we entered into forward diesel fuel commitments totaling approximately $20 million for May and June 2013. These contracts will lock in the price of approximately 35% to 45% of our fuel purchase needs for the contracted periods at prices higher than the current market price for diesel. Assuming that fuel prices do not rise signiﬁ cantly over recent levels during ﬁ scal 2013, fuel costs exclusive of any amounts recovered through fuel surcharges, are not expected to ﬂ uctuate signiﬁ cantly as compared to ﬁ scal 2012. Our estimate is based upon current, published quarterly market price projections for diesel, the cost committed to in our forward fuel purchase agreements currently in place for ﬁ scal 2013 and estimates of fuel consumption. Actual fuel costs could vary from our estimates if any of these assumptions change, in particular if future fuel prices vary signiﬁ cantly from our current estimates. We continue to evaluate all opportunities to offset potential increases in fuel expense, including the use of fuel surcharges and overall expense management. We adjust the carrying values of our COLI policies to their cash surrender values on an ongoing basis. The cash surrender values of these policies are largely based on the values of underlying investments, which through ﬁ scal 2011 included publicly traded securities. As a result, the cash surrender values of these policies ﬂ uctuated with changes in the market value of such securities. The changes in the ﬁ nancial markets resulted in gains for these policies of $28.2 million in ﬁ scal 2011. Near the end of ﬁ scal 2011, we reallocated all of our policies into low-risk, ﬁ xed-income securities to reduce earnings volatility and therefore our adjustments for ﬁ scal 2012 were not signiﬁ cant. Beginning with ﬁ scal 2013, there should be no signiﬁ cant year-over-year impact from COLI adjustments as compared to ﬁ scal 2013. Net company-sponsored pension costs in ﬁ scal 2012 were $27.3 million lower than in ﬁ scal 2011. The decrease in ﬁ scal 2012 was due primarily to higher returns on assets of Sysco’s Retirement Plan obtained in ﬁ scal 2011. At the end of ﬁ scal 2012, Sysco decided to freeze future beneﬁ t accruals under the Retirement Plan as of December 31, 2012 for all U.S.-based salaried and non-union hourly employees. Effective January 1, 2013, these employees will be eligible for additional contributions under an enhanced, deﬁ ned contribution plan. Net company-sponsored pension costs in ﬁ scal 2013 have been determined as of the ﬁ scal 2012 year-end measurement date and will decrease by approximately $26.5 million in ﬁ scal 2013. Our expenses related to our deﬁ ned contribution plan will increase approximately $45 million to $55 million in ﬁ scal 2013. The decline in pension cost will occur evenly over ﬁ scal 2013; however, the increased deﬁ ned contribution expenses will occur in the last half of ﬁ scal 2013 when these enhancements go into effect. Over the long-term, we believe the changes to both plans will result in reduced volatility of retirement related expenses and a reduction in total retirement related expenses. Absent the Retirement Plan freeze discussed above, net company-sponsored pension costs in ﬁ scal 2013 would have increased $106.9 million instead of decreasing $26.5 million. From time to time, we may voluntarily withdraw from multiemployer pension plans to minimize or limit our future exposure to these plans. In the last two ﬁ scal years, we voluntary withdrew from several multiemployer plans and recorded provisions of $21.9 million in ﬁ scal 2012 and $41.5 million in ﬁ scal 2011. We also measure our expense performance on a cost per case basis, which we seek to align with the gross proﬁ t that we are able to generate. For our Broadline companies, our cost per case increased $0.04 per case as compared to ﬁ scal 2011. These increases primarily related to increased payroll costs and fuel costs discussed above. Fiscal 2011 vs. Fiscal 2010 Operating income decreased 2.2% in ﬁ scal 2011 over ﬁ scal 2010 to $1.9 billion, and as a percentage of sales, declined to 4.9% of sales. The decrease was driven by the absence of the 53rd week in ﬁ scal 2011, gross proﬁ t dollars growing at a slower rate than sales and operating expenses increasing faster than gross proﬁ t partially due to charge of $41.5 million from withdrawals from multiemployer pension plans. Gross proﬁ t dollars increased 2.9% in ﬁ scal 2011 as compared to ﬁ scal 2010, and operating expenses increased 4.8% in ﬁ scal 2011. Adjusted operating income increased 2.5%, or $50.8 million, in ﬁ scal 2011 over ﬁ scal 2010. Gross proﬁ t dollars increased in ﬁ scal 2011 as compared to ﬁ scal 2010 primarily due to increased sales, partially offset by the negative comparison of the additional week included in ﬁ scal 2010. Gross margin was 18.80% in ﬁ scal 2011, a decline of 50 basis points from the gross margin of 19.30% in ﬁ scal 2010. This decline in gross margin was primarily the result of the following factors described in the paragraphs below. First, Sysco’s product cost inﬂ ation was estimated as inﬂ ation of 4.6% during ﬁ scal 2011. Based on our product sales mix for ﬁ scal 2011, we were most impacted by higher levels of inﬂ ation in the dairy, meat and seafood product categories in the range of 10% to 12%. Our largest selling product category, canned and dry, experienced inﬂ ation of 4%. 20 SYSCO CORPORATION - Form 10-K PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Second, ongoing strategic pricing initiatives in ﬁ scal 2011 lowered our prices to our customers in certain product categories in order to increase sales volumes. These initiatives are being phased in over time and resulted in short-term gross proﬁ t declines as a percentage of sales, but we believe will result in long-term gross proﬁ t dollar growth due to higher sales volumes and increased market share. We have experienced meaningful year over year volume growth with those items included in the early phases of these programs in the geographies where this program has been implemented. We believe the long-term beneﬁ ts of these strategic initiatives will result in proﬁ table market share growth. Third, gross proﬁ t dollars for ﬁ scal 2011 increased as a result of higher fuel surcharges. Fuel surcharges were approximately $26.0 million higher in ﬁ scal 2011 than in the comparable prior year period due to higher fuel prices incurred during ﬁ scal 2011 and the application of fuel surcharges to a broader customer base for a small portion of the third quarter and the entire fourth quarter. Operating expenses for ﬁ scal 2011 increased 4.8% primarily due to higher pay-related expense, an increase in net company-sponsored pension costs, provisions for withdrawal from multiemployer pension plans and higher fuel costs as compared to the prior year period. The impact of these operating expense increases was partially offset by a decrease in operating expenses of approximately $101.4 million resulting from the absence of the 53rd week in ﬁ scal 2010. Adjusted operating expense increased 5.9%, or $298.8 million, in ﬁ scal 2011 over ﬁ scal 2010. Pay-related expenses, excluding labor costs associated with our Business Transformation Project, increased by $61.1 million in ﬁ scal 2011 over ﬁ scal 2010. The increase was primarily due to increased sales and delivery compensation. Pay-related expenses from acquired companies and changes in the exchange rates used to translate our foreign sales into U.S. dollars also contributed to the increase. Partially offsetting these increases were lower provisions for current management incentive bonuses of $13.9 million. Net company-sponsored pension costs in ﬁ scal 2011 were $60.3 million higher than in ﬁ scal 2010. The increase in ﬁ scal 2011 was due primarily to a decrease in discount rates used to calculate our projected beneﬁ t obligation and related pension expense at the end of ﬁ scal 2010, partially offset by reduced amortization of our net actuarial loss resulting from actuarial gains from higher returns on assets of Sysco’s Retirement Plan during ﬁ scal 2010. From time to time, we may voluntarily withdraw from multiemployer pension plans to minimize or limit our future exposure to these plans. In ﬁ scal years 2011 and 2010, we voluntary withdrew from several multiemployer plans and recorded provisions of $41.5 million in ﬁ scal 2011 and $2.9 million in ﬁ scal 2010. Fuel costs increased by $33.0 million in ﬁ scal 2011 over ﬁ scal 2010 primarily due to increased contracted and market diesel prices. Our costs per gallon increased 14.3% in ﬁ scal 2011 over ﬁ scal 2010. Our forward fuel commitments will result in either additional fuel costs or avoided fuel costs based on the comparison of the prices on the ﬁ xed price contracts and market prices for the respective periods. In ﬁ scal 2011, the forward purchase commitments resulted in an estimated $16.4 million of avoided fuel costs as the ﬁ xed price contracts were generally lower than market prices for the contracted volumes. In ﬁ scal 2010, the forward purchase commitments resulted in an estimated $1.5 million of additional fuel costs as the ﬁ xed price contracts were higher than market prices for the contracted volumes for a portion of the ﬁ scal year. For our Broadline companies, our cost per case increased $0.11 per case as compared to ﬁ scal 2010. These increases primarily related to increased payroll costs, increased fuel costs and charges created by withdrawing from multiemployer plans, all of which are discussed above. Net Earnings Net earnings for ﬁ scal 2012 decreased 2.6% over the comparable prior year period. This decrease was primarily due to changes in operating income discussed above. Adjusted net earnings increased 4.7% during ﬁ scal 2012. Net earnings for ﬁ scal 2011 decreased 2.4% over the comparable prior year period. This decrease was primarily due to the absence of the 53rd week in ﬁ scal 2011, the factors discussed above and an increase in the effective tax rate. The effective tax rate for ﬁ scal 2011 was 36.96%, compared to an effective tax rate of 36.20% for ﬁ scal 2010. The difference between the tax rates for the two periods resulted largely from the one-time reversal of interest accruals for tax contingencies related to our settlement with the Internal Revenue Service (IRS) in the ﬁ rst quarter of ﬁ scal 2010. Adjusted net earnings increased 3.6% during ﬁ scal 2011. The effective tax rate for ﬁ scal 2012 was 37.13%. Indeﬁ nitely reinvested earnings taxed at foreign statutory tax rates less than our domestic tax rate had the impact of reducing the effective tax rate. The effective tax rate of 36.96% for ﬁ scal 2011 was favorably impacted primarily by two items. First, we recorded a tax beneﬁ t of approximately $17.0 million for the reversal of valuation allowances previously recorded on state net operating loss carryforwards. Second, we adjust the carrying values of our COLI policies to their cash surrender values. The gain of $28.2 million recorded in ﬁ scal 2011 was primarily non-taxable for income tax purposes, and had the impact of decreasing income tax expense for the period by $11.1 million. Partially offsetting these favorable impacts was the recording of $9.3 million in tax and interest related to various federal, foreign and state uncertain tax positions. SYSCO CORPORATION - Form 10-K 21 PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations The effective tax rate of 36.20% for ﬁ scal 2010 was favorably impacted primarily by two items. First, we recorded an income tax beneﬁ t of approximately $29.0 million resulting from the one-time reversal of a previously accrued liability related to the settlement with the IRS (See Note 18, “Income Taxes” for additional discussion). Second, the gain of $21.6 million recorded to adjust the carrying value of COLI policies to their cash surrender values in ﬁ scal 2010 was non-taxable for income tax purposes, and had the impact of decreasing income tax expense for the period by $8.3 million. Earnings Per Share Basic and diluted earnings per share in ﬁ scal 2012 were $1.91 and $1.90, respectively. This represents a 2.6% decrease from the comparable prior year period amount for basic earnings per share of $1.96 per share and a 3.1% decrease from the comparable prior year period amount for diluted earnings per share of $1.96. This decrease was primarily the result of the factors discussed above. Adjusted diluted earnings per share was $2.13 in ﬁ scal 2012 and $2.04 in ﬁ scal 2011, or an increase of 4.4%. Basic and diluted earnings per share decreased 1.5% in ﬁ scal 2011 from the prior year. This decrease was primarily the result of the absence of the 53rd week in ﬁ scal 2011 and the factors discussed above, as well as a net reduction in shares outstanding. The net reduction in both average and diluted shares outstanding was primarily due to share repurchases which occurred during the ﬁ rst 26 weeks of ﬁ scal 2011. Adjusted diluted earnings per share were $2.04 in ﬁ scal 2011 and $1.95 in ﬁ scal 2010, or an increase of 4.6%. Non-GAAP Reconciliations Sysco’s results of operations are impacted by costs from our multi-year Business Transformation Project (BTP), signiﬁ cant charges from the withdrawal from a multiemployer pension plan (MEPP), restructuring charges and recognized tax beneﬁ ts. Additionally, near the end of ﬁ scal 2011, we reallocated all of our investments in our COLI policies into low-risk, ﬁ xed-income securities and therefore we do not expect signiﬁ cant volatility in operating expenses, operating income, net earnings and diluted earnings per share in future periods related to these policies. We experienced signiﬁ cant gains in these policies during ﬁ scal 2011. Management believes that adjusting its operating expenses, operating income, net earnings and diluted earnings per share to remove the impact of the Business Transformation Project expenses, multiemployer pension plan charges, restructuring charges, COLI gains and tax beneﬁ ts provides an important perspective with respect to underlying business trends and results and provides meaningful supplemental information to both management and investors that is indicative of the performance of the company’s underlying operations and facilitates comparison on a year-over year basis. In addition, Sysco’s ﬁ scal year ends on the Saturday nearest to June 30th. This resulted in a 52-week year ending June 30, 2012 for ﬁ scal 2012, a 52-week year ending July 2, 2011 for ﬁ scal 2011 and a 53-week year ending July 3, 2010 for ﬁ scal 2010. Because the fourth quarter of ﬁ scal 2010 contained an additional week as compared to ﬁ scal 2011, our results of operations for ﬁ scal 2010 are not directly comparable to ﬁ scal 2011. Management believes that adjusting the ﬁ scal 2010 results of operations for the estimated impact of the additional week provides more comparable ﬁ nancial results on a year-over-year basis. As a result, in the non-GAAP reconciliation below for ﬁ scal 2011 compared to ﬁ scal 2010, in addition to the speciﬁ c line item impacts noted above, operating items have been adjusted by one-fourteenth of the total metric for the fourth quarter of ﬁ scal 2010. Failure to make these adjustments would cause the year-over-year changes in certain metrics such as sales, operating income, net earnings and diluted earnings per share to be overstated, whereas in certain cases, a metric may actually have increased rather than declined or declined rather than increased on a more comparable year-over-year basis. The company uses these non-GAAP measures when evaluating its ﬁ nancial results as well as for internal planning and forecasting purposes. These ﬁ nancial measures should not be used as a substitute in assessing the company’s results of operations for periods presented. An analysis of any non-GAAP ﬁ nancial measure should be used in conjunction with results presented in accordance with GAAP. As a result, in the tables below, each period presented is adjusted to remove expenses related to the Business Transformation Project, signiﬁ cant charges incurred from the withdrawal from a multiemployer pension plan, restructuring charges, gains recorded on the adjustments to the carrying value of COLI policies and to remove the impact of tax beneﬁ ts in ﬁ scal 2011. In addition, ﬁ scal 2010 results are adjusted to remove the estimate impact of the 53rd week. 22 SYSCO CORPORATION - Form 10-K PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Set forth below is a reconciliation of actual operating expenses, operating income, net earnings and diluted earnings per share to adjusted results for these measures for ﬁ scal 2012 and ﬁ scal 2011: $ $ $ $ $ $ $ $ 5.9% (86.8) % Change 88.2 (47.3) (In thousands, except for share and per share data) Operating expenses (GAAP) Impact of BTP costs Impact of MEPP charge Impact of restructuring charge Impact of COLI ADJUSTED OPERATING EXPENSES (NON-GAAP) Operating Income (GAAP) Impact of BTP costs Impact of MEPP charge Impact of restructuring charge Impact of COLI ADJUSTED OPERATING INCOME (NON-GAAP) Net earnings (GAAP) Impact of BTP costs (net of tax) (1) Impact of MEPP charge (net of tax) (1) Impact of restructuring charge (net of tax) (1) Impact of COLI Impact of tax beneﬁ ts ADJUSTED NET EARNINGS (NON-GAAP) Diluted earnings per share (GAAP) Impact of BTP costs (2) Impact of MEPP charge (2) Impact of restructuring charge (2) Impact of COLI (2) Impact of tax beneﬁ ts (2) ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP) Diluted shares outstanding (1) Tax impact of adjustments for Business Transformation Project, multiemployer pension plan expenses, restructuring charges was $82.2 million and $53.3 million for fiscal 2012 and 2011, respectively. (2) Change in Dollars 322,735 $ (90,503) 19,645 (6,415) (24,476) 220,986 (40,870) 90,503 (19,645) 6,415 24,476 60,879 (30,445) 56,722 (12,421) 4,033 24,476 14,032 56,397 (0.06) 0.10 (0.02) 0.01 0.05 0.02 0.09 2011 5,463,210 (102,623) (41,544) - 28,197 5,347,240 1,931,502 102,623 41,544 - (28,197) 2,047,472 1,152,030 64,694 26,189 - (28,197) (14,032) 1,200,684 1.96 0.11 0.04 - (0.05) (0.02) 2.04 588,691,546 2012 5,785,945 (193,126) (21,899) (6,415) 3,721 5,568,226 1,890,632 193,126 21,899 6,415 (3,721) 2,108,351 1,121,585 121,416 13,768 4,033 (3,721) - 1,257,081 1.90 0.21 0.02 0.01 (0.00) - 2.13 588,991,441 Individual components of diluted earnings per share may not sum to the total adjusted diluted earnings due to rounding. (86.8) 0.0 4.7% (3.1)% 90.9 (50.0) 4.1% (2.1)% 88.2 (47.3) 3.0% (2.6)% 87.7 (47.4) (86.8) 4.4% $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ SYSCO CORPORATION - Form 10-K 23 PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Set forth below is a reconciliation of actual sales, operating expenses, operating income, net earnings and diluted earnings per share to adjusted results for these measures for ﬁ scal 2011 and ﬁ scal 2010: 2010 (53 Weeks) $ $ $ $ $ $ $ $ $ $ $ $ $ $ 30.9 26.5 5.6% % Change 7.7% 4.8% (In thousands, except for share and per share data) Sales (GAAP) Impact of 53rd week ADJUSTED SALES (NON-GAAP) Operating expenses (GAAP) Impact of 53rd week Impact of BTP costs Impact of MEPP charge Impact of COLI ADJUSTED OPERATING EXPENSES (NON-GAAP) Operating Income (GAAP) Impact of 53rd week Impact of BTP costs Impact of MEPP charge Impact of COLI ADJUSTED OPERATING INCOME (NON-GAAP) Net earnings (GAAP) Impact of 53rd week Impact of BTP costs (net of tax) (1) Impact of MEPP charge (net of tax) (1) Impact of COLI Impact of tax beneﬁ ts ADJUSTED NET EARNINGS (NON-GAAP) Diluted earnings per share (GAAP) Impact of 53rd week (2) Impact of BTP costs (2) Impact of MEPP charge (2) Impact of COLI (2) Impact of tax beneﬁ ts (2) ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP) Diluted shares outstanding (1) Tax impact of adjustments for Business Transformation Project, multiemployer pension plan expenses, restructuring charges was $53.3 million and $16.3 million for fiscal 2011 and 2010, respectively. (2) Change in Dollars 2,079,994 $ (739,177) 2,819,171 250,771 101,442 (21,483) (38,600) 6,643 298,773 (44,366) 41,720 21,483 38,600 (6,653) 50,784 (27,953) 24,127 12,927 24,311 (6,653) 14,863 41,622 (0.03) 0.04 0.02 0.04 (0.01) 0.03 0.09 2011 39,323,489 - 39,323,489 5,463,210 - (102,623) (41,544) 28,197 5,347,240 1,931,502 - 102,623 41,544 (28,197) 2,047,472 1,152,030 - 64,694 26,189 (28,197) (14,032) 1,200,684 1.96 - 0.11 0.04 (0.05) (0.02) 2.04 588,691,546 37,243,495 739,177 36,504,318 5,212,439 (101,442) (81,140) (2,944) 21,554 5,048,467 1,975,868 (41,720) 81,140 2,944 (21,544) 1,996,688 1,179,983 (24,127) 51,767 1,878 (21,544) (28,895) 1,159,062 1.99 (0.04) 0.09 0.00 (0.04) (0.05) 1.95 593,590,042 Individual components of diluted earnings per share may not sum to the total adjusted diluted earnings due to rounding. 5.9% (2.2)% 2.5% (2.4)% 3.6% (1.5)% 25.0 (60.0) 30.9 (51.4) 4.6% 30.9 25.0 26.5 22.2 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Segment Results We have aggregated our operating companies into a number of segments, of which only Broadline and SYGMA are reportable segments as deﬁ ned in accounting provisions related to disclosures about segments of an enterprise. The accounting policies for the segments are the same as those disclosed by Sysco within the Financial Statements and Supplementary Data within Part II Item 8 of this Form 10-K. Intersegment sales represent specialty produce and imported specialty products distributed by the Broadline and SYGMA operating companies. Management evaluates the performance of each of our operating segments based on its respective operating income results. Corporate expenses generally include all expenses of the corporate ofﬁ ce and Sysco’s shared service center. These also include all share-based compensation costs and expenses related to the company’s Business Transformation Project. While a segment’s operating income may be impacted in the short term by increases or decreases in gross proﬁ ts, expenses, or a combination thereof, over the long-term each business segment is expected to increase its operating income at a greater rate than sales growth. This is consistent with our long-term goal of leveraging earnings growth at a greater rate than sales growth. The following table sets forth the operating income of each of our reportable segments and the other segment expressed as a percentage of each segment’s sales for each period reported and should be read in conjunction with Note 21, “Business Segment Information” to the Consolidated Financial Statements in Item 8: Broadline SYGMA Other 24 SYSCO CORPORATION - Form 10-K 7.0% 1.1 3.8 7.3% 1.2 4.5 7.7% 1.0 4.1 Operating Income as a Percentage of Sales 2010 (53 Weeks) 2012 2011 PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations The following table sets forth the change in the selected ﬁ nancial data of each of our reportable segments and the other segment expressed as a percentage increase over the prior year and should be read in conjunction with Note 21, “Business Segment Information” to the Consolidated Financial Statements in Item 8: 2012 2011 Sales Operating Income Sales Operating Income Broadline SYGMA Other (1) SYGMA had operating income of $61.0 million in fiscal 2012, $62.2 million in fiscal 2011 and $49.1 million in fiscal 2010. 7.8% 7.4 7.0 3.8% (2.0)(1) (9.2) 5.1% 9.2 5.1 (1.0)% 26.8(1) 14.3 The following table sets forth sales and operating income of each of our reportable segments, the other segment, and intersegment sales, expressed as a percentage of aggregate segment sales, including intersegment sales, and operating income, respectively. For purposes of this statistical table, operating income of our segments excludes corporate expenses of $677.6 million in ﬁ scal 2012, $558.8 million in ﬁ scal 2011 and $513.3 million in ﬁ scal 2010 that are not charged to our segments. This information should be read in conjunction with Note 21, “Business Segment Information” to the Consolidated Financial Statements in Item 8: 2012 2011 Sales 81.2% 13.5 5.7 (0.4) 100.0% Segment Operating Income 94.1% 2.4 3.5 - 100.0% Sales 81.2% 13.6 5.7 (0.5) 100.0% Segment Operating Income 93.5% 2.5 4.0 - 100.0% 2010 (53 Weeks) Sales 81.6% 13.1 5.7 (0.4) 100.0% Segment Operating Income 94.5% 2.0 3.5 - 100.0% Broadline SYGMA Other Intersegment sales TOTAL Broadline Segment The Broadline reportable segment is an aggregation of the company’s United States, Canadian and European Broadline segments. Broadline operating companies distribute a full line of food products and a wide variety of non-food products to both traditional and chain restaurant customers and also provide custom-cut meat operations. Broadline operations have signiﬁ cantly higher operating margins than the rest of Sysco’s operations. In ﬁ scal 2012, the Broadline operating results represented approximately 81.2% of Sysco’s overall sales and 94.1% of the aggregate operating income of Sysco’s segments, which excludes corporate expenses. There are several factors which contribute to these higher operating results as compared to the SYGMA and Other operating segments. We have invested substantial amounts in assets, operating methods, technology and management expertise in this segment. The breadth of its sales force, geographic reach of its distribution area and its purchasing power allow us to beneﬁ t from this segment’s earnings. Sales Sales for ﬁ scal 2012 were 7.8% greater than ﬁ scal 2011. Product cost inﬂ ation and the resulting increase in selling prices, combined with case volume improvement, contributed to the increase in sales in ﬁ scal 2012. Changes in product costs, an internal measure of inﬂ ation or deﬂ ation, were estimated as inﬂ ation of 5.7% in ﬁ scal 2012. Non-comparable acquisitions contributed 0.7% to the overall sales comparison for ﬁ scal 2012. The changes in the exchange rates used to translate our foreign sales into U.S. dollars negatively impacted sales by 0.1% compared to ﬁ scal 2011. Sales for ﬁ scal 2011 were 5.1% greater than ﬁ scal 2010. Negatively affecting the sales comparison of ﬁ scal 2011 to ﬁ scal 2010 was the additional week in ﬁ scal 2010. Product cost inﬂ ation and the resulting increase in selling prices, combined with case volume improvement, contributed to the increase in sales in ﬁ scal 2011. Changes in product costs, an internal measure of inﬂ ation or deﬂ ation, were estimated as inﬂ ation of 4.9% in ﬁ scal 2011. Non-comparable acquisitions contributed 0.8% to the overall sales comparison for ﬁ scal 2011. The changes in the exchange rates used to translate our foreign sales into U.S. dollars positively impacted sales by 0.6% compared to ﬁ scal 2010. Operating Income Operating income increased by 3.8% in ﬁ scal 2012 over ﬁ scal 2011. This increase was driven by gross proﬁ t dollars increasing more than operating expenses. Gross proﬁ t dollars increased in ﬁ scal 2012 primarily due to increased sales; however, gross proﬁ t dollars increased at a lower rate than sales. This decline in gross margin was primarily the result of product cost inﬂ ation and competitive pressures on pricing. Based on Broadline’s product sales mix for ﬁ scal 2012, we were most impacted by higher levels of inﬂ ation in the meat, canned and dry and frozen product categories. While we are generally able to pass through modest levels of inﬂ ation to our customers, we were unable pass through fully these higher levels of product cost inﬂ ation with the same gross margin in these product categories without negatively impacting our customers’ business and therefore our business. In the summer months of 2012, certain agricultural areas of the United States have experienced severe drought. The impact of this drought is uncertain and could result in volatile input SYSCO CORPORATION - Form 10-K 25 PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations costs. Input costs could increase at any point in time for a large portion of the products that we sell for a prolonged period. While we cannot predict whether inﬂ ation will continue at these levels, prolonged periods of high inﬂ ation, either overall or in certain product categories, can have a negative impact on our customers, as high food costs can reduce consumer spending in the food-away-from-home market, and may negatively impact the Broadline segment’s sales, gross proﬁ t and earnings. Our product cost reduction initiative is designed to lower our total product costs by $250 million to $300 million annually by ﬁ scal 2015; however we believe the impact on our product costs in ﬁ scal 2013 will be modest. In addition, gross proﬁ t dollars for ﬁ scal 2012 increased as a result of higher fuel surcharges. Fuel surcharges were approximately $39.1 million higher in ﬁ scal 2012 than the prior year due to the application of fuel surcharges to a broader customer base during ﬁ scal 2012 due to higher fuel prices incurred during these periods. Assuming that fuel prices do not greatly vary from recent levels, we expect the level of fuel surcharges in ﬁ scal 2013 to remain consistent with those experienced in ﬁ scal 2012. Operating expenses for the Broadline segment increased in ﬁ scal 2012 as compared to ﬁ scal 2011. The expense increases in ﬁ scal 2012 were driven largely by an increase in pay-related expenses and fuel costs, partially offset by a favorable comparison in the provisions recorded for the withdrawal from multiemployer pension plans in each ﬁ scal year. Sales compensation includes commissions which are driven by gross proﬁ t dollars and case volumes, and delivery compensation includes activity-based pay which is driven by case volumes. Since these drivers are variable in nature, increased gross proﬁ t dollars and case volumes will increase sales and delivery compensation. However, the impact of our productivity related initiatives could favorably impact the magnitude of this trend. Fuel costs were $26.5 million higher in ﬁ scal 2012 than the prior year. Assuming that fuel prices do not rise signiﬁ cantly over recent levels during ﬁ scal 2013, fuel costs exclusive of any amounts recovered through fuel surcharges, are not expected to ﬂ uctuate signiﬁ cantly as compared to ﬁ scal 2012. Our estimate is based upon current, published quarterly market price projections for diesel, the cost committed to in our forward fuel purchase agreements currently in place for ﬁ scal 2013 and estimates of fuel consumption. Actual fuel costs could vary from our estimates if any of these assumptions change, in particular if future fuel prices vary signiﬁ cantly from our current estimates. We continue to evaluate all opportunities to offset potential increases in fuel expense, including the use of fuel surcharges and overall expense management. From time to time, we may voluntarily withdraw from multiemployer pension plans to minimize or limit our future exposure to these plans. We recorded provisions related to the withdrawal from multiemployer pension plans of $21.9 million in ﬁ scal 2012 and $41.5 million in ﬁ scal 2011. We also measure our expense performance on a cost per case basis, which we seek to align with the gross proﬁ t that we are able to generate. For our Broadline companies, our cost per case increased $0.04 per case as compared to ﬁ scal 2011 and $0.11 per case as compared to ﬁ scal 2010. The increases in both periods primarily related to increased fuel costs and payroll costs discussed above. Charges created by withdrawing from multiemployer plans also contributed to the increase in ﬁ scal 2011 as compared to ﬁ scal 2010. Operating income decreased 1.0% in ﬁ scal 2011 over ﬁ scal 2010 to $2.3 billion, and as a percentage of sales, declined to 7.3% of sales. Gross proﬁ t dollars increased slightly below the rate that operating expenses increased; however, operating expenses included a signiﬁ cant unfavorable comparison in the provisions recorded for the withdrawal from multiemployer pension plans in each ﬁ scal year. Gross proﬁ t dollars increased in ﬁ scal 2011 primarily due to increased sales; however, gross proﬁ t dollars increased at a lower rate than sales. This slower growth in gross proﬁ t dollars was primarily the result of two factors. First, based on Broadline’s product sales mix for ﬁ scal 2011, it was most impacted by higher levels of inﬂ ation in the dairy, meat and seafood product categories in the range of 10% to 12%. Broadline’s largest selling product category, canned and dry, experienced inﬂ ation of 4%. Second, ongoing strategic pricing initiatives largely lowered our prices to our customers in certain product categories in order to increase sales volumes. These initiatives are being phased in over time and resulted in short-term gross proﬁ t declines as a percentage of sales, but we believe will result in long-term gross proﬁ t dollar growth due to higher sales volumes and increased market share. We have experienced meaningful year over year volume growth with those items included in the early phases of these programs in the geographies where this program has been implemented. We believe the long-term beneﬁ ts of these strategic initiatives will result in proﬁ table market share growth. In addition, gross proﬁ t dollars for ﬁ scal 2011 increased as a result of higher fuel surcharges. Fuel surcharges were approximately $19.4 million higher in ﬁ scal 2011 than the prior year due to the application of fuel surcharges to a broader customer base for a small portion of the third quarter and the entire fourth quarter due to higher fuel prices incurred during these periods. The expense increases in ﬁ scal 2011 were driven largely by provisions for withdrawal from a multiemployer pension plan, an increase in pay-related expenses and increased fuel costs. In ﬁ scal 2011, we recorded provisions of $41.5 million for withdrawal liabilities from multiemployer pension plans from which union members elected to withdraw, compared to provisions of $2.9 million in ﬁ scal 2010. The increase in pay-related expenses was primarily due to increased sales and delivery compensation. Portions of our pay-related expense are variable in nature and are expected to increase when sales and gross proﬁ t increase. Pay-related expenses from acquired companies and changes in the exchange rates used to translate our foreign sales into U.S. dollars also contributed to the increase. Fuel costs were $22.0 million higher in ﬁ scal 2011 than the prior year. 26 SYSCO CORPORATION - Form 10-K PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations SYGMA Segment SYGMA operating companies distribute a full line of food products and a wide variety of non-food products to certain chain restaurant customer locations. SYGMA operations have traditionally had lower operating income as a percentage of sales than Sysco’s other segments. This segment of the foodservice industry has generally been characterized by lower overall operating margins as the volume that these customers command allows them to negotiate for reduced margins. These operations service chain restaurants through contractual agreements that are typically structured on a fee per case delivered basis. Sales Sales were 7.4% greater in ﬁ scal 2012 than in ﬁ scal 2011. The increase in sales was primarily due to product cost inﬂ ation and the resulting increase in selling prices. Sales to new customers also contributed to the increase. Sales were 9.2% greater in ﬁ scal 2011 than in ﬁ scal 2010. Negatively affecting the sales comparison of ﬁ scal 2011 to ﬁ scal 2010 was the additional week in ﬁ scal 2010. The increase in sales was primarily due to case volume improvement largely attributable to new customers and, to a lesser extent, from an increase in volume from certain existing customers. One chain restaurant customer (The Wendy’s Company) accounted for approximately 29% of the SYGMA segment sales for the ﬁ scal year ended June 30, 2012. SYGMA maintains multiple regional contracts with varied expiration dates with this customer. While the loss of this customer would have a material adverse effect on SYGMA, we do not believe that the loss of this customer would have a material adverse effect on Sysco as a whole. Operating Income Operating income decreased $1.2 million in 2012 from the prior year due to rising operating expenses. Gross proﬁ t dollars increased 4.3% while operating expenses increased 5.3% in ﬁ scal 2012 from ﬁ scal 2011. Contributing to the gross proﬁ t increase in ﬁ scal 2012 were increased sales and an increase of approximately $8.3 million in the fuel surcharges charged to customers in ﬁ scal 2012 from prior year due to higher fuel prices in ﬁ scal 2012. The increase in operating expenses for ﬁ scal 2012 was largely driven by increased fuel costs. Fuel costs in ﬁ scal 2012 were $11.3 million greater than the prior year. Assuming that fuel prices do not signiﬁ cantly rise above recent levels during ﬁ scal 2013, we expect fuel costs and fuel surcharges for our SYGMA segment not to ﬂ uctuate signiﬁ cantly as compared to ﬁ scal 2012. Operating income increased $13.1 million in 2011 over the prior year due to increased sales and improved productivity. Gross proﬁ t dollars increased 9.5% while operating expenses increased 7.2% in ﬁ scal 2011 from ﬁ scal 2010. Contributing to the gross proﬁ t increase in ﬁ scal 2011 were increased sales and an increase of approximately $6.6 million in the fuel surcharges charged to customers in ﬁ scal 2011 from prior year due to higher fuel prices in ﬁ scal 2011. The increase in operating expenses for ﬁ scal 2011 was largely driven by increased delivery and warehouse personnel payroll costs resulting from increased sales as well as increased fuel cost. Productivity improvements occurred within our warehouse and delivery functions in ﬁ scal 2011 and expense reductions occurred within our administrative functions in ﬁ scal 2011 as compared to the prior year. Fuel costs in ﬁ scal 2011 were $12.9 million greater than the prior year. Other Segment “Other” ﬁ nancial information is attributable to our other operating segments, including our specialty produce and lodging industry products, a company that distributes specialty imported products and a company that distributes to international customers. These operating segments are discussed on an aggregate basis as they do not represent reportable segments under segment accounting literature. On an aggregate basis, our “Other” segment has had a lower operating income as a percentage of sales than Sysco’s Broadline segment. Sysco has acquired the operating companies within these segments in relatively recent years. These operations generally operate in a niche within the foodservice industry except for our lodging supply company. Each individual operation is also generally smaller in sales and scope than an average Broadline operation and each of these operating segments is considerably smaller in sales and overall scope than the Broadline segment. In ﬁ scal 2012, in the aggregate, the “Other” segment represented approximately 5.7% of Sysco’s overall sales and 3.5% of the aggregate operating income of Sysco’s segments, which excludes corporate expenses. Operating income decreased 9.2% for ﬁ scal 2012 from ﬁ scal 2011. The decrease in operating income was caused partially due to increased expenses in our specialty produce segment. Operating income increased 14.3% for ﬁ scal 2011 from ﬁ scal 2010. The operating income comparison was negatively affected by the additional week in ﬁ scal 2010. The increase in operating income was caused primarily by increased sales in the specialty produce segment and favorable expense management in the specialty produce and lodging industry products segments. SYSCO CORPORATION - Form 10-K 27 PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Highlights Comparisons of the cash ﬂ ows from ﬁ scal 2012 to ﬁ scal 2011: • Cash ﬂ ows from operations were $1.4 billion this year compared to $1.1 billion last year. • Settlement payments to the IRS were $212.0 million in both periods. • Capital expenditures totaled $784.5 million this year compared to $636.4 million last year. • Bank borrowings, net were a net repayment of $182.0 million this year compared to a net borrowing $182.0 million last year. • Treasury stock purchases were $272.3 million this year compared to $291.6 million last year. • Dividends paid were $622.9 million this year compared to $597.1 million last year. Sources and Uses of Cash Sysco’s strategic objectives include continuous investment in our business; these investments are funded by a combination of cash from operations and access to capital from ﬁ nancial markets. Our operations historically have produced signiﬁ cant cash ﬂ ow. Cash generated from operations is generally allocated to: • working capital requirements; • investments in facilities, systems, ﬂ eet, other equipment and technology; • cash dividends; • acquisitions compatible with our overall growth strategy; • contributions to our various retirement plans; and • debt repayments. Any remaining cash generated from operations may be invested in high-quality, short-term instruments or applied toward the cost of the share repurchase program. As a part of our ongoing strategic analysis, we regularly evaluate business opportunities, including potential acquisitions and sales of assets and businesses, and our overall capital structure. Any transactions resulting from these evaluations may materially impact our liquidity, borrowing capacity, leverage ratios and capital availability. We continue to generate substantial cash ﬂ ows from operations and remain in a strong ﬁ nancial position, however our liquidity and capital resources can be inﬂ uenced by economic trends and conditions. Uncertain economic conditions and uneven levels of consumer conﬁ dence and the resulting pressure on consumer disposable income have lowered our sales growth and our cash ﬂ ows from operations. Product cost inﬂ ation has lowered our gross proﬁ t and cash ﬂ ows from operations as we were unable to pass through all of the increased product costs with the same gross margin to our customers. We believe our mechanisms to manage working capital, such as credit monitoring, optimizing inventory levels and maximizing payment terms with vendors, and our mechanisms to manage product cost inﬂ ation have been sufﬁ cient to limit a signiﬁ cant unfavorable impact on our cash ﬂ ows from operations. We believe these mechanisms will continue prevent a signiﬁ cant unfavorable impact on our cash ﬂ ows from operations. At June 30, 2012, we had $688.9 million in cash and cash equivalents, approximately 20% of which was held by our international subsidiaries generated from our earnings of international operations. If these earnings were transferred among countries or repatriated to the U.S., such amounts may be subject to additional tax obligations; however, we do not currently anticipate the need to relocate this cash. We believe the following sources will be sufﬁ cient to meet our anticipated cash requirements for the next twelve months and beyond, while maintaining sufﬁ cient liquidity for normal operating purposes: • our cash ﬂ ows from operations; • the availability of additional capital under our existing commercial paper programs, supported by our revolving credit facility, and bank lines of credit; • our ability to access capital from ﬁ nancial markets, including issuances of debt securities, either privately or under our shelf registration statement ﬁ led with the Securities and Exchange Commission (SEC). Due to our strong ﬁ nancial position, we believe that we will continue to be able to effectively access the commercial paper market and long-term capital markets, if necessary. We believe our cash ﬂ ows from operations will improve in ﬁ scal 2013 due to beneﬁ ts from our Business Transformation Project and initiatives to improve our working capital management. 28 SYSCO CORPORATION - Form 10-K PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Cash Flows Operating Activities Fiscal 2012 vs. Fiscal 2011 We generated $1.4 billion in cash ﬂ ow from operations in ﬁ scal 2012, as compared to $1.1 billion in ﬁ scal 2011. The increase of $312.7 million between ﬁ scal 2012 and ﬁ scal 2011 was largely attributable to changes in working capital, a year-over-year reduction in tax payments and the redemption of some of our COLI policies. These increases were partially offset by the year-over-year impact of multiemployer withdrawal provisions and payments. These items are more fully described below. Changes in working capital, speciﬁ cally accounts receivable, inventory and accounts payable, contributed $144.3 million to the increase in cash ﬂ ow from operations in ﬁ scal 2012 as compared to ﬁ scal 2011. Both periods were affected by increases in accounts receivable and inventory, partially offset by an increase in accounts payable resulting primarily from inﬂ ation-driven increases in product cost and sales. However, ﬁ scal 2012 was impacted by these items to a lesser extent due primarily to working capital improvements within accounts receivable and inventory and also less growth in average daily sales in the ﬁ nal month of ﬁ scal 2012 as compared to the same period in ﬁ scal 2011. Tax payments were $135.2 million less in ﬁ scal 2012 than in ﬁ scal 2011. The decrease in tax payments was partially due to the company being in a prepaid position at the end of ﬁ scal 2011 in certain jurisdictions. In addition, various movements in taxable temporary differences caused estimated taxable income to be lower in ﬁ scal 2012, requiring less tax payments in ﬁ scal 2012 than in ﬁ scal 2011. We made our ﬁ nal payments on a previous IRS tax settlement of $212 million in ﬁ scal 2012. The completion of these settlement payments will have a positive impact on our cash ﬂ ows in ﬁ scal 2013. We received approximately $75 million in cash from the one-time redemption during the period of some of our investments in COLI policies that we maintained to meet a portion of our obligations under the Supplemental Executive Retirement Plan (SERP). This resulted in a positive impact to cash ﬂ ow from operations in ﬁ scal 2012 by decreasing other assets by $57.1 million. Those redeemed COLI policies were replaced by less volatile existing corporate- owned real estate assets as part of our plan to reduce the market-driven COLI impact on our earnings. Multiemployer withdrawal provisions and payments had a negative impact of $53.3 million on the comparison of cash ﬂ ow from operations in ﬁ scal 2012 to ﬁ scal 2011. The net impact of withdrawal provisions and payments was a cash outﬂ ow of $11.7 million in ﬁ scal 2012, compared to a $41.5 million accrual in ﬁ scal 2011. Fiscal 2011 vs. Fiscal 2010 We generated $1.1 billion in cash ﬂ ow from operations in ﬁ scal 2011, as compared to $0.9 billion in ﬁ scal 2010. The increase of $206.1 million between ﬁ scal 2011 and ﬁ scal 2010 was driven largely by a reduction in the amount of payments made in relation to the IRS settlement of $316.0 million and reduced pension contributions in the amount of $136.3 million in ﬁ scal 2011 as compared to ﬁ scal 2010. These increases were partially offset by changes in working capital discussed in more detail below. Payments related to the IRS settlement were $212.0 million in ﬁ scal 2011 and $528.0 million in ﬁ scal 2010. See further discussion of the IRS settlement in Note 18, “Income Taxes” to the Consolidated Financial Statements in Item 8. Our contributions to our company-sponsored deﬁ ned beneﬁ t plans were $161.7 million in ﬁ scal 2011 and $297.9 million in ﬁ scal 2010, respectively. Included in the $161.7 million of contributions in ﬁ scal 2011 was a $140.0 million contribution to our Retirement Plan that would normally have been made in ﬁ scal 2012. Included in the $297.9 million of contributions in ﬁ scal 2010 was a $140.0 million contribution to our Retirement Plan that would normally have been made in ﬁ scal 2011 and quarterly contributions totaling $140.0 million for ﬁ scal 2010. Changes in working capital, speciﬁ cally accounts receivable, inventory and accounts payable, reduced cash ﬂ ow from operations by $202.2 million in ﬁ scal 2011 as compared to ﬁ scal 2010. The increases in accounts receivable and inventory balances in ﬁ scal 2011 and ﬁ scal 2010 were primarily due to sales growth. An increase in daily sales outstanding also contributed to the increase in accounts receivable and inventory balances in ﬁ scal 2011. The increase in accounts payable balances in ﬁ scal 2011 and ﬁ scal 2010 was primarily from the growth in inventory resulting from sales growth. Investing Activities Fiscal 2012 capital expenditures included: • replacement or signiﬁ cant expansion of facilities in San Diego, California; Boston, Massachusetts; Lincoln, Nebraska; Syracuse, New York and central Texas; • construction of fold-out facilities in southern California and Long Island, New York; • the continued remodeling of our shared services facility purchased in ﬁ scal 2010; • ﬂ eet replacements; and • investments in technology including our Business Transformation Project. SYSCO CORPORATION - Form 10-K 29 PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Fiscal 2011 capital expenditures included: • investments in technology including our Business Transformation Project; • ﬂ eet replacements; • replacement or signiﬁ cant expansion of facilities in Philadelphia, Pennsylvania and central Texas; • the purchase of land for a fold-out facility in southern California; and • the remodeling of our shared services facility purchased in ﬁ scal 2010. Fiscal 2010 capital expenditures included: • investments in technology including our Business Transformation Project; • ﬂ eet replacements; • replacement or signiﬁ cant expansion of facilities in Vancouver, British Columbia, Canada; Winnipeg, Manitoba, Canada; Billings, Montana; Plainﬁ eld, New Jersey; Philadelphia, Pennsylvania and Houston, Texas; • the purchase of a facility for our future shared services operations in connection with our Business Transformation Project; and • the purchase of land for a fold-out facility in Long Island, New York. Capital expenditures in ﬁ scal 2012 increased by $148.1 million primarily due to a greater number of new facilities and expansion projects underway this year. Capital expenditures in ﬁ scal 2012 and 2011 for our Business Transformation Project were $146.2 million and $195.8 million, respectively. We expect total capital expenditures in ﬁ scal 2013 to be in the range of $600 million to $650 million. Fiscal 2013 expenditures will include facility, ﬂ eet and other equipment replacements and expansions; new facility construction, including fold-out facilities; and investments in technology. During ﬁ scal 2012, in the aggregate, the company paid cash of $110.6 million for operations acquired during ﬁ scal 2012 and for contingent consideration related to operations acquired in previous ﬁ scal years. During ﬁ scal 2012, we acquired for cash broadline foodservice operations in Sacramento, California; Quebec, Canada; New Haven, Connecticut; Grand Rapids, Michigan; Minneapolis, Minnesota; Columbia, South Carolina and Spokane, Washington. In addition, Sysco acquired for cash a company that distributes specialty imported products headquartered in Chicago, Illinois. During ﬁ scal 2011, in the aggregate, the company paid cash of $101.1 million for operations acquired during ﬁ scal 2011 and for contingent consideration related to operations acquired in previous ﬁ scal years. During ﬁ scal 2011, we acquired for cash broadline foodservice operations in central California; Los Angeles, California; Ontario, Canada; Lincoln, Nebraska; and Trenton, New Jersey. During ﬁ scal 2010, in the aggregate, the company paid cash of $29.3 million for operations acquired during ﬁ scal 2010 and for contingent consideration related to operations acquired in previous ﬁ scal years. During ﬁ scal 2010, we acquired for cash a broadline foodservice operation in Syracuse, New York, a produce distributor in Atlanta, Georgia and a seafood distributor in Edmonton, Alberta, Canada. Financing Activities Equity Transactions Proceeds from common stock reissued from treasury for share-based compensation awards were $99.4 million in ﬁ scal 2012, $332.7 million in ﬁ scal 2011 and $94.8 million in ﬁ scal 2010. The increase in proceeds in ﬁ scal 2011 was due to an increase in the number of options exercised in ﬁ scal 2011, as compared to ﬁ scal 2012 and 2010. The level of option exercises, and thus proceeds, will vary from period to period and is largely dependent on movements in our stock price. We traditionally have engaged in Board-approved share repurchase programs. The number of shares acquired and their cost during the past three ﬁ scal years were 10,000,000 shares for $272.3 million in ﬁ scal 2012, 10,000,000 shares for $291.6 million in ﬁ scal 2011 and 6,000,000 shares for $179.2 million in ﬁ scal 2010. There were 75,200 additional shares repurchased through August 15, 2012, resulting in a remaining authorization by our Board of Directors to repurchase up to 23,311,400 shares, based on the trades made through that date. Our current share repurchase strategy is to purchase enough shares to keep our diluted average shares outstanding relatively constant. To achieve this goal, we believe we will not have to purchase as many shares in ﬁ scal 2013 as were purchased in ﬁ scal 2012. We have made dividend payments to our shareholders in each ﬁ scal year since our company inception over 40 years ago. We target a dividend payout of 40% to 50% of net earnings. We paid in excess of that range in ﬁ scal 2012 primarily due to increased expenses from our Business Transformation Project. We believe as we realize beneﬁ ts from this project, our dividend payout will return to this targeted range. Dividends paid were $622.9 million, or $1.06 per share, in ﬁ scal 2012, $597.1 million, or $1.02 per share, in ﬁ scal 2011 and $579.8 million, or $0.98 per share, in ﬁ scal 2010. In May 2012, we declared our regular quarterly dividend for the ﬁ rst quarter of ﬁ scal 2013 of $0.27 per share, which was paid in July 2012. 30 SYSCO CORPORATION - Form 10-K PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations In November 2000, we ﬁ led with the SEC a shelf registration statement covering 30,000,000 shares of common stock to be offered from time to time in connection with acquisitions. As of August 15, 2012, 29,477,835 shares remained available for issuance under this registration statement. Debt Activity and Borrowing Availability Short-term Borrowings We have uncommitted bank lines of credit, which provided for unsecured borrowings for working capital of up to $95.0 million, of which none was outstanding as of June 30, 2012 or August 15, 2012. Our Irish subsidiary, Pallas Foods Limited, has a €10.0 million (Euro) committed facility for unsecured borrowings for working capital. There were no borrowings outstanding under this facility as of June 30, 2012 or August 15, 2012. On June 30, 2011, a Canadian subsidiary of Sysco entered into a short-term demand loan facility for the purpose of facilitating a distribution from the Canadian subsidiary to Sysco, and Sysco concurrently entered into an agreement with the bank to guarantee the loan. The amount borrowed was $182.0 million and was repaid in full on July 4, 2011. Commercial Paper and Revolving Credit Facility We have a Board-approved commercial paper program allowing us to issue short-term unsecured notes in an aggregate amount not to exceed $1.3 billion. In December 2011, we terminated our previously existing revolving credit facility that supported the company’s U.S. and Canadian commercial paper programs. At the same time, Sysco and one of its subsidiaries, Sysco International, ULC, entered into a new $1.0 billion credit facility supporting the company’s U.S. and Canadian commercial paper programs. This facility provides for borrowings in both U.S. and Canadian dollars. Borrowings by Sysco International, ULC under the credit agreement are guaranteed by Sysco, and borrowings by Sysco and Sysco International, ULC under the credit agreement and guaranteed by all the wholly-owned subsidiaries of Sysco that are guarantors of the company’s senior notes and debentures. The facility expires on December 29, 2016, but is subject to extension. There were no commercial paper issuances outstanding as of June 30, 2012 or August 15, 2012. During ﬁ scal 2012, 2011 and 2010, aggregate outstanding commercial paper issuances and short-term bank borrowings ranged from approximately zero to $563.1 million, zero to $330.3 million, and zero to $1.8 million, respectively. During ﬁ scal 2012, 2011 and 2010, our aggregate commercial paper issuances and short-term bank borrowings had a weighted average interest rate of 0.16%, 0.25% and 0.80%, respectively. Fixed Rate Debt Included in current maturities of long-term debt as June 30, 2012 are the 4.2% senior notes totaling $250.0 million, which mature in February 2013. It is our intention to fund the repayment of these notes at maturity through cash on hand, cash ﬂ ow from operations, issuances of commercial paper, senior notes or a combination thereof. In September 2009, we entered into an interest rate swap agreement that effectively converted $200.0 million of ﬁ xed rate debt maturing in ﬁ scal 2014 to ﬂ oating rate debt. In October 2009, we entered into an interest rate swap agreement that effectively converted $250.0 million of ﬁ xed rate debt maturing in ﬁ scal 2013 to ﬂ oating rate debt. Both transactions were entered into with the goal of reducing overall borrowing cost and increasing ﬂ oating interest rate exposure. These transactions were designated as fair value hedges since the swaps hedge against the changes in fair value of ﬁ xed rate debt resulting from changes in interest rates. In February 2012, we ﬁ led with the SEC an automatically effective well-known seasoned issuer shelf registration statement for the issuance of an indeterminate amount of common stock, preferred stock, debt securities and guarantees of debt securities that may be issued from time to time. In June 2012, we repaid the 6.1% senior notes totaling $200.0 million at maturity utilizing a combination of cash ﬂ ow from operations and commercial paper issuances. In May 2012, we entered into an agreement with a notional amount of $200.0 million to lock in a component of the interest rate on our then forecasted debt offering. We designated this derivative as a cash ﬂ ow hedge of the variability in the cash outﬂ ows of interest payments on a portion of the then forecasted June 2012 debt issuance due to changes in the benchmark interest rate. In June 2012, in conjunction with the issuance of the $450.0 million senior notes maturing in ﬁ scal 2022, we settled the treasury lock, locking in the effective yields on the related debt. Upon settlement, we received cash of $0.7 million, which represented the fair value of the swap agreement at the time of settlement. This amount is being amortized as an offset to interest expense over the 10-year term of the debt, and the unamortized balance is reﬂ ected as a gain, net of tax, Accumulated other comprehensive loss. In June 2012, we issued 0.55% senior notes totaling $300.0 million due June 12, 2015 (the 2015 notes) and 2.6% senior notes totaling $450.0 million due June 12, 2022 (the 2022 notes) under its February 2012 shelf registration. The 2015 and 2022 notes, which were priced at 99.319% and 98.722% of par, respectively, are unsecured, are not subject to any sinking fund requirement and include a redemption provision which allows Sysco to retire the notes SYSCO CORPORATION - Form 10-K 31 PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations at any time prior to maturity at the greater of par plus accrued interest or an amount designed to ensure that the note holders are not penalized by early redemption. Proceeds from the notes will be utilized over a period of time for general corporate purposes, which may include acquisitions, reﬁ nancing of debt, working capital, share repurchases and capital expenditures. Total Debt Total debt as of June 30, 2012 was $3.0 billion of which approximately 84% was at ﬁ xed rates with a weighted average of 4.7% and an average life of 13 years, and the remainder was at ﬂ oating rates with a weighted average of 2.3% and an average life of one year. Certain loan agreements contain typical debt covenants to protect note holders, including provisions to maintain the company’s long-term debt to total capital ratio below a speciﬁ ed level. We are currently in compliance with all debt covenants. Other As part of normal business activities, we issue letters of credit through major banking institutions as required by certain vendor and insurance agreements. In addition, in connection with our audits in certain tax jurisdictions, we have posted of letters of credit in order to proceed to the appeals process. As of June 30, 2012 and July 2, 2011, letters of credit outstanding were $29.8 million and $23.0 million, respectively. Other Considerations - Multiemployer Pension Plans As discussed in Note 14, “Multiemployer Employee Beneﬁ t Plans”, to the Consolidated Financial Statements in Item 8, we contribute to several multiemployer deﬁ ned beneﬁ t pension plans based on obligations arising under collective bargaining agreements covering union-represented employees. Under certain circumstances, including our voluntary withdrawal or a mass withdrawal of all contributing employers from certain underfunded plans, we would be required to make payments to the plans for our proportionate share of the multiemployer plan’s unfunded vested liabilities. We believe that one of the above-mentioned events is reasonably possible with certain plans in which we participate and estimate our share of withdrawal liability for these plans could have been as much as $100.0 million as of June 30, 2012 and August 15, 2012. This estimate excludes plans for which we have recorded withdrawal liabilities or where the likelihood of the above-mentioned events is deemed remote. Due to the lack of current information, we believe our current share of the withdrawal liability could materially differ from this estimate. Required contributions to multiemployer plans could increase in the future as these plans strive to improve their funding levels. In addition, pension-related legislation in the United States requires underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their underfunding. We believe that any unforeseen requirements to pay such increased contributions, withdrawal liability and excise taxes would be funded through cash ﬂ ow from operations, borrowing capacity or a combination of these items. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements. 32 SYSCO CORPORATION - Form 10-K PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Contractual Obligations The following table sets forth, as of June 30, 2012, certain information concerning our obligations and commitments to make contractual future payments: Payments Due by Period More Than 5 Years Total < 1 Year 3-5 Years 1-3 Years $ (In thousands) Recorded Contractual Obligations: Long-term debt Capital lease obligations Deferred compensation (1) SERP and other postretirement plans (2) Multiemployer pension plans (3) Unrecognized tax beneﬁ ts and interest (4) Unrecorded Contractual Obligations: Interest payments related to debt (5) Retirement plan (6) Long-term non-capitalized leases Purchase obligations (7) TOTAL CONTRACTUAL CASH OBLIGATIONS (1) The estimate of the timing of future payments under the Executive Deferred Compensation Plan involves the use of certain assumptions, including retirement ages and payout periods. (2) 2,980,291 $ 38,047 88,883 298,994 30,695 80,106 1,399,766 335,937 225,121 2,263,446 7,741,286 $ 126,268 - 48,680 1,919,677 2,413,260 $ 234,625 7,355 72,226 342,108 1,234,350 $ 505,900 $ 7,034 14,060 51,042 - 250,036 $ 4,614 9,551 23,739 30,695 226,064 147,521 43,581 1,626 490,686 $ 4,007 10,215 57,532 - 140 $ $ Includes estimated contributions to the unfunded SERP and other postretirement benefit plans made in amounts needed to fund benefit payments for vested participants in these plans through fiscal 2022, based on actuarial assumptions. 2,224,215 22,392 55,057 166,681 - 812,809 181,061 60,634 35 3,522,884 (3) Represents voluntary withdrawal liabilities recorded and excludes normal contributions required under our collective bargaining agreements. (4) Unrecognized tax benefits relate to uncertain tax positions recorded under accounting standards related to uncertain tax positions. As of June 30, 2012, we had a liability of $52.2 million for unrecognized tax benefits for all tax jurisdictions and $27.9 million for related interest that could result in cash payment. We are not able to reasonably estimate the timing of non-current payments or the amount by which the liability will increase or decrease over time. Accordingly, the related non-current balances have not been reflected in the “Payments Due by Period” section of the table. Includes payments on floating rate debt based on rates as of June 30, 2012, assuming amount remains unchanged until maturity, and payments on fixed rate debt based on maturity dates. The impact of our outstanding fixed-to-floating interest rate swaps on the fixed rate debt interest payments is included as well based on the floating rates in effect as of June 30, 2012. (6) Provides the estimated minimum contribution to the Retirement Plan through fiscal 2022 to meet ERISA minimum funding requirements under the assumption that we only make minimum (5) funding requirement contributions each year, based on actuarial assumptions. (7) For purposes of this table, purchase obligations include agreements for purchases of product in the normal course of business, for which all significant terms have been confirmed, including minimum quantities resulting from our sourcing initiative. Such amounts included in the table above are based on estimates. Purchase obligations also includes amounts committed with a third party to provide hardware and hardware hosting services over a ten-year period ending in fiscal 2015 (See discussion under Note 20, “Commitments and Contingencies”, to the Notes to Consolidated Financial Statements in Item 8), fixed electricity agreements and fixed fuel purchase commitments. Purchase obligations exclude full requirements electricity contracts where no stated minimum purchase volume is required. Certain acquisitions involve contingent consideration, typically payable only in the event that certain operating results are attained or certain outstanding contingencies are resolved. Aggregate contingent consideration amounts outstanding as of June 30, 2012 included $66.1 million. This amount is not included in the table above. Critical Accounting Policies and Estimates The preparation of ﬁ nancial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses in the accompanying ﬁ nancial statements. Signiﬁ cant accounting policies employed by Sysco are presented in the notes to the ﬁ nancial statements. Critical accounting policies and estimates are those that are most important to the portrayal of our ﬁ nancial condition 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 the allowance for doubtful accounts receivable, self-insurance programs, company-sponsored pension plans, income taxes, vendor consideration, goodwill and intangible assets and share-based compensation. Allowance for Doubtful Accounts We evaluate the collectability of accounts receivable and determine the appropriate reserve for doubtful accounts based on a combination of factors. We utilize speciﬁ c criteria to determine uncollectible receivables to be written off, including whether a customer has ﬁ led for or has been placed in bankruptcy, has had accounts referred to outside parties for collection or has had accounts past due over speciﬁ ed periods. Allowances are recorded for all other receivables based on analysis of historical trends of write-offs and recoveries. In addition, in circumstances where we are aware of a speciﬁ c customer’s SYSCO CORPORATION - Form 10-K 33 PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations inability to meet its ﬁ nancial obligation, a speciﬁ c allowance for doubtful accounts is recorded to reduce the receivable to the net amount reasonably expected to be collected. Our judgment is required as to the impact of certain of these items and other factors as to ultimate realization of our accounts receivable. If the ﬁ nancial condition of our customers were to deteriorate, additional allowances may be required. Self-Insurance Program We maintain a self-insurance program covering portions of workers’ compensation, general liability and vehicle liability costs. The amounts in excess of the self-insured levels are fully insured by third party insurers. We also maintain a fully self-insured group medical program. Liabilities associated with these risks are estimated in part by considering historical claims experience, medical cost trends, demographic factors, severity factors and other actuarial assumptions. Projections of future loss expenses are inherently uncertain because of the random nature of insurance claims occurrences and could be signiﬁ cantly affected if future occurrences and claims differ from these assumptions and historical trends. In an attempt to mitigate the risks of workers’ compensation, vehicle and general liability claims, safety procedures and awareness programs have been implemented. Company-Sponsored Pension Plans Amounts related to deﬁ ned beneﬁ t plans recognized in the ﬁ nancial statements are determined on an actuarial basis. Three of the more critical assumptions in the actuarial calculations are the discount rate for determining the current value of plan beneﬁ ts, the assumption for the rate of increase in future compensation levels and the expected rate of return on plan assets. For guidance in determining the discount rates, we calculate the implied rate of return on a hypothetical portfolio of high-quality ﬁ xed-income investments for which the timing and amount of cash outﬂ ows approximates the estimated payouts of the pension plan. The discount rate assumption is reviewed annually and revised as deemed appropriate. The discount rate for determining ﬁ scal 2012 net pension costs for the Retirement Plan, which was determined as of the July 2, 2011 measurement date, decreased 21 basis points to 5.94%. The discount rate for determining ﬁ scal 2012 net pension costs for the SERP, which was determined as of the July 2, 2011 measurement date, decreased 42 basis points to 5.93%. The combined effect of these discount rate changes increased our net company-sponsored pension costs for all plans for ﬁ scal 2012 by an estimated $14.3 million. The discount rate for determining ﬁ scal 2013 net pension costs for the Retirement Plan, which was determined as of the June 30, 2012 measurement date, decreased 113 basis points to 4.81%. The discount rate for determining ﬁ scal 2013 net pension costs for the SERP, which was determined as of the June 30, 2012 measurement date, decreased 104 basis points to 4.89%. The combined effect of these discount rate changes will increase our net company-sponsored pension costs for all plans for ﬁ scal 2013 by an estimated $84.1 million. A 100 basis point increase in the discount rates for ﬁ scal 2013 would decrease Sysco’s net company- sponsored pension cost by $41.9 million, while a 100 basis point decrease in the discount rates would increase pension cost by $50.6 million. The impact of a 100 basis point increase in the discount rates differs from the impact of a 100 basis point decrease in discount rates because the liabilities are less sensitive to change at higher discount rates. Therefore, a 100 basis point increase in the discount rate will not generate the same magnitude of change as a 100 basis point decrease in the discount rate. We look to actual plan experience in determining the rates of increase in compensation levels. We used a plan speciﬁ c age-related set of rates for the Retirement Plan, which are equivalent to a single rate of 5.30% as of June 30, 2012 and July 2, 2011. For determining the beneﬁ t obligations as of June 30, 2012 and July 2, 2011, the SERP calculations use an age-graded salary growth assumption. The expected long-term rate of return on plan assets of the Retirement Plan was 7.75% for ﬁ scal 2012 and 8.00% for ﬁ scal 2011. The expectations of future returns are derived from a mathematical asset model that incorporates assumptions as to the various asset class returns, reﬂ ecting a combination of historical performance analysis and the forward-looking views of the ﬁ nancial markets regarding the yield on bonds, historical returns of the major stock markets and returns on alternative investments. Although not determinative of future returns, the effective annual rate of return on plan assets, developed using geometric/compound averaging, was approximately 7.0%, 4.2%, 1.6%, and -0.2%, over the 20-year, 10-year, 5-year and 1-year periods ended December 31, 2011, respectively. In addition, in eight of the last 15 years, the actual return on plan assets has exceeded 10%. The rate of return assumption is reviewed annually and revised as deemed appropriate. The expected return on plan assets impacts the recorded amount of net pension costs. The expected long-term rate of return on plan assets of the Retirement Plan is 7.75% for ﬁ scal 2013. A 100 basis point increase (decrease) in the assumed rate of return for ﬁ scal 2013 would decrease (increase) Sysco’s net company-sponsored pension costs for ﬁ scal 2013 by approximately $22.1 million. Pension accounting standards require the recognition of the funded status of our deﬁ ned beneﬁ t plans in the statement of ﬁ nancial position, with a corresponding adjustment to accumulated other comprehensive income, net of tax. The amount reﬂ ected in accumulated other comprehensive loss related to the recognition of the funded status of our deﬁ ned beneﬁ t plans as of June 30, 2012 was a charge, net of tax, of $823.9 million. The amount reﬂ ected in accumulated other comprehensive loss related to the recognition of the funded status of our deﬁ ned beneﬁ t plans as of July 2, 2011 was a charge, net of tax, of $501.1 million. 34 SYSCO CORPORATION - Form 10-K PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Changes in the assumptions, including changes to the discount rate discussed above, together with the normal growth of the plans, the impact of actuarial losses from prior periods, the impact of plan amendments and the timing and amount of contributions decreased net company-sponsored pension costs by $27.3 million in ﬁ scal 2012. At the end of ﬁ scal 2012, Sysco decided to freeze future beneﬁ t accruals under the Retirement Plan as of December 31, 2012 for all U.S.-based salaried and non-union hourly employees. Effective January 1, 2013, these employees will be eligible for additional contributions under an enhanced, deﬁ ned contribution plan. Changes in the assumptions, including changes to the discount rate discussed above, together with the plan freeze, the impact of actuarial losses from prior periods, the impact of plan amendments and the timing and amount of contributions are expected to decrease net company-sponsored pension costs in ﬁ scal 2013 by approximately $26.5 million. Absent the Retirement Plan freeze discussed above, net company- sponsored pension costs in ﬁ scal 2013 would have increased $106.9 million instead of decreasing $26.5 million. We made cash contributions to our company-sponsored pension plans of $162.4 million and $161.7 million in ﬁ scal years 2012 and 2011, respectively. The $140.0 million contribution to the Retirement Plan in ﬁ scal 2012 exceeded the minimum required contribution for the calendar 2011 plan year to meet ERISA minimum funding requirements. The $140.0 million contribution to the Retirement Plan in ﬁ scal 2011 was voluntary, as there was no minimum required contribution for the calendar 2010 plan year. There are no required contributions to the Retirement Plan to meet ERISA minimum funding requirements in ﬁ scal 2013. The estimated ﬁ scal 2013 contributions to fund beneﬁ t payments for the SERP plan are approximately $23 million. Income Taxes The determination of our provision for income taxes requires signiﬁ cant judgment, the use of estimates and the interpretation and application of complex tax laws. Our provision for income taxes primarily reﬂ ects a combination of income earned and taxed in the various U.S. federal and state, as well as foreign jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for unrecognized tax beneﬁ ts or valuation allowances, and our change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate. Our liability for unrecognized tax beneﬁ ts contains uncertainties because management is required to make assumptions and to apply judgment to estimate the exposures associated with our various ﬁ ling positions. We believe that the judgments and estimates discussed herein are reasonable; however, actual results could differ, and we may be exposed to losses or gains that could be material. To the extent we prevail in matters for which a liability has been established, or pay amounts in excess of recorded liabilities, our effective income tax rate in a given ﬁ nancial statement period could be materially affected. An unfavorable tax settlement generally would require use of our cash and may result in an increase in our effective income tax rate in the period of resolution. A favorable tax settlement may be recognized as a reduction in our effective income tax rate in the period of resolution. Vendor Consideration We recognize consideration received from vendors when the services performed in connection with the monies received are completed and when the related product has been sold by Sysco. There are several types of cash consideration received from vendors. In many instances, the vendor consideration is in the form of a speciﬁ ed amount per case or per pound. In these instances, we will recognize the vendor consideration as a reduction of cost of sales when the product is sold. In some instances, vendor consideration is received upon receipt of inventory in our distribution facilities. We estimate the amount needed to reduce our inventory based on inventory turns until the product is sold. Our inventory turnover is usually less than one month; therefore, amounts deferred against inventory do not require long-term estimation. In the situations where the vendor consideration is not related directly to speciﬁ c product purchases, we will recognize these as a reduction of cost of sales when the earnings process is complete, the related service is performed and the amounts realized. Historically, adjustments to our estimates related to vendor consideration have not been signiﬁ cant. Goodwill and Intangible Assets Goodwill and intangible assets represent the excess of consideration paid over the fair value of tangible net assets acquired. Certain assumptions and estimates are employed in determining the fair value of assets acquired, including goodwill and other intangible assets, as well as determining the allocation of goodwill to the appropriate reporting unit. In addition, annually in our fourth quarter or more frequently as needed, we assess the recoverability of goodwill and indeﬁ nite-lived intangibles by determining whether the fair values of the applicable reporting units exceed the carrying values of these assets. The reporting units used in assessing goodwill impairment are our nine operating segments as described in Note 21, “Business Segment Information,” to the Consolidated Financial Statements in Item 8. The components within each of our nine operating segments have similar economic characteristics and therefore are aggregated into nine reporting units. We arrive at our estimates of fair value using a combination of discounted cash ﬂ ow and earnings multiple models. The results from each of these models are then weighted and combined into a single estimate of fair value for each of our nine operating segments. We use a 60% weighting for our discounted cash ﬂ ow valuation and 40% for the earnings multiple models giving greater emphasis to our discounted cash ﬂ ow model because the forecasted operating results that serve as a basis for the analysis incorporate management’s outlook and anticipated changes for the businesses. The primary assumptions used in these various models include estimated earnings multiples of comparable acquisitions in the industry including control premiums, earnings multiples on acquisitions completed by Sysco in the past, future cash ﬂ ow estimates of the reporting units, which are dependent on internal forecasts and projected SYSCO CORPORATION - Form 10-K 35 PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations growth rates, and weighted average cost of capital, along with working capital and capital expenditure requirements. When possible, we use observable market inputs in our models to arrive at the fair values of our reporting units. We update our projections used in our discounted cash ﬂ ow model based on historical performance and changing business conditions for each of our reporting units. Our estimates of fair value contain uncertainties requiring management to make assumptions and to apply judgment to estimate industry economic factors and the proﬁ tability of future business strategies. Actual results could differ from these assumptions and projections, resulting in the company revising its assumptions and, if required, recognizing an impairment loss. There were no impairments of goodwill or indeﬁ nite-lived intangibles recorded as a result of assessment in ﬁ scal 2012, 2011 and 2010. Our past estimates of fair value for ﬁ scal 2011 and 2010 have not been materially different when revised to include subsequent years’ actual results. Sysco has not made any material changes in its impairment assessment methodology during the past three ﬁ scal years. We do not believe the estimates used in the analysis are reasonably likely to change materially in the future but we will continue to assess the estimates in the future based on the expectations of the reporting units. In the ﬁ scal 2012 analysis our estimates of fair value did not require additional analysis; however, we would have performed additional analysis to determine if an impairment existed for the following reporting units if our estimates of fair value were decreased by the following amounts. First, our European Broadline company would have required additional analysis if the estimated fair value had been 45% lower. Second, our specialty produce operations would have required additional analysis if the estimated fair value had been 38% lower. At June 30, 2012, these two reporting units had goodwill aggregating $316.9 million. For the remainder of our reporting units which at June 30, 2012 had goodwill aggregating $1.3 billion, we would have performed additional analysis to determine if an impairment existed for a reporting unit if the estimated fair value for any of these reporting units had declined by greater than 50%. Certain reporting units (European Broadline, specialty produce, custom-cut meat, lodging industry products, imported specialty products and international distribution operations) have a greater proportion of goodwill recorded to estimated fair value as compared to the United States Broadline, Canadian Broadline or SYGMA reporting units. This is primarily due to these businesses having been recently acquired, and as a result there has been less history of organic growth than in the United States Broadline, Canadian Broadline and SYGMA reporting units. In addition, these businesses also have lower levels of cash ﬂ ow than the United States Broadline reporting units. As such, these reporting units have a greater risk of future impairment if their operations were to suffer a signiﬁ cant downturn. Share-Based Compensation We provide compensation beneﬁ ts to employees and non-employee directors under several share-based payment arrangements including various employee stock incentive plans, the Employees’ Stock Purchase Plan, the Management Incentive Plan and various non-employee director plans. As of June 30, 2012, there was $63.7 million of total unrecognized compensation cost related to share-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 2.36 years. The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model. Expected volatility is based on historical volatility of Sysco’s stock, implied volatilities from traded options on Sysco’s stock and other factors. We utilize historical data to estimate option exercise and employee termination behavior within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. Expected dividend yield is estimated based on the historical pattern of dividends and the average stock price for the year preceding the option grant. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of each restricted stock unit award granted with a dividend equivalent is based on the company’s stock price as of the date of grant. For restricted stock units granted without dividend equivalents, the fair value is reduced by the present value of expected dividends during the vesting period. The fair value of the stock issued under the Employee Stock Purchase Plan is calculated as the difference between the stock price and the employee purchase price. The fair value of restricted stock granted to employees is based on the stock price on grant date. The application of a discount to the fair value of a restricted stock grant is dependent upon whether or not each individual grant contains a post-vesting restriction. The compensation cost related to these share-based awards is recognized over the requisite service period. The requisite service period is generally the period during which an employee is required to provide service in exchange for the award. The compensation cost related to stock issuances resulting from employee purchases of stock under the Employees’ Stock Purchase Plan is recognized during the quarter in which the employee payroll withholdings are made. Our share-based awards are generally subject to graded vesting over a service period. We will recognize compensation cost on a straight-line basis over the requisite service period for the entire award. In addition, certain of our share-based awards provide that the awards continue to vest as if the award holder continued to be an employee or director if the award holder meets certain age and years of service thresholds upon retirement. In these cases, we will recognize compensation cost for such awards over the period from the grant date to the date the employee or director ﬁ rst becomes eligible to retire with the options continuing to vest after retirement. 36 SYSCO CORPORATION - Form 10-K PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Our option grants include options that qualify as incentive stock options for income tax purposes. In the period the compensation cost related to incentive stock options is recorded, a corresponding tax beneﬁ t is not recorded as it is assumed that we will not receive a tax deduction related to such incentive stock options. We may be eligible for tax deductions in subsequent periods to the extent that there is a disqualifying disposition of the incentive stock option. In such cases, we would record a tax beneﬁ t related to the tax deduction in an amount not to exceed the corresponding cumulative compensation cost recorded in the ﬁ nancial statements on the particular options multiplied by the statutory tax rate. 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. They include statements about Sysco’s ability to increase its sales and market share and grow earnings, the continuing impact of economic conditions on consumer conﬁ dence and our business, sales and expense trends, including expectations regarding pay-related expense deﬁ ned contribution plan costs and pension costs, anticipated multiemployer pension related liabilities and contributions to various multiemployer pension plans, expectations regarding potential payments of unrecognized tax beneﬁ ts and interest, expectations regarding share repurchases, dividend payments, expected trends in fuel pricing, usage costs and surcharges, our expectation regarding the provision for losses on accounts receivable, expected implementation, costs and beneﬁ ts of the ERP system, estimated expenses and capital expenditures related to our Business Transformation Project in ﬁ scal 2013, beliefs regarding future ERP conversions at our operating companies, expectations regarding our other Business Transformation initiatives including cost transformation and product cost reduction initiatives, beliefs regarding the timeline for the realization of beneﬁ ts from each of our initiatives within our Business Transformation Project, our plan to continue to explore and identify opportunities to grow in international markets and adjacent areas that complement our core business, the impact of ongoing legal proceedings, the loss of SYGMA’s largest customer not having a material adverse effect on Sysco as a whole, compliance with laws and government regulations not having a material effect on our capital expenditures, earnings or competitive position, anticipated acquisitions and capital expenditures and the sources of ﬁ nancing for them, continued competitive advantages and positive results from strategic initiatives, anticipated company-sponsored pension plan liabilities, our expectations regarding cash ﬂ ow from operations, our intentions regarding the repayment of debt, the impact of initiatives to improve working capital, the availability and adequacy of insurance to cover liabilities, predictions regarding the impact of changes in estimates used in impairment analyses, expectations regarding the cost of hardware and hardware hosting services, the anticipated impact of changes in foreign currency exchange rates and Sysco’s ability to meet future cash requirements and remain proﬁ table. These statements are based on management’s current expectations and estimates; actual results may differ materially due in part to the risk factors discussed at Item 1.A. in the Annual Report on Form 10-K and elsewhere. In addition, the success of Sysco’s strategic initiatives could be affected by conditions in the economy and the industry and internal factors such as the ability to control expenses, including fuel costs. Expected trends related to fuel costs and usage are impacted by ﬂ uctuations in the economy generally and numerous factors affecting the oil industry that are beyond our control. Our efforts to lower our cost of goods sold may be impacted by factors beyond our control, including actions by our competitors and/or customers. We have experienced delays in the implementation of our Business Transformation Project and the expected costs of our Business Transformation Project may be greater or less than currently expected, as we may encounter the need for changes in design or revisions of the project calendar and budget. Our business and results of operations may be adversely affected if we experience operating problems, scheduling delays, cost overages, or limitations on the extent of the business transformation during the ERP implementation process. As implementation of the ERP system and other initiatives within the Business Transformation Project begins, there may be changes in design or timing that impact near-term expense and cause us to revise the project calendar and budget, and additional hiring and training of employees and consultants may be required, which could also impact project expense and timing. Our Business Transformation Project initiatives related to ERP implementation, cost transformation and produce cost reduction may not provide the expected beneﬁ ts or cost savings in a timely fashion, if at all. If we are unable to realize the anticipated beneﬁ ts from our cost cutting efforts, we could become cost disadvantaged in the marketplace, and our competitiveness and our proﬁ tability could decrease. Deﬁ ned contribution plan costs are impacted by the number of employees participating in the plan and the level of contributions made by each employee. Company-sponsored pension plan liabilities are impacted by a number of factors including the discount rate for determining the current value of plan beneﬁ ts, the assumption for the rate of increase in future compensation levels and the expected rate of return on plan assets. The amount of shares repurchased in a given period is subject to a number of factors, including available cash and our general working capital needs at the time. Meeting our dividend target objectives depends on our level of earnings. Our plans with respect to growth in international markets and adjacent areas that complement our core business are subject to the company’s other strategic initiatives and plans and economic conditions generally. Legal proceedings are impacted by events, circumstances and individuals beyond the control of Sysco. The need for additional borrowing or other capital is impacted by factors that include capital expenditures or acquisitions in excess of those currently anticipated, stock repurchases at historical levels, or other unexpected cash requirements. Plans regarding the repayment of debt are subject to change at any time based on management’s assessment of the overall needs of the company. The anticipated impact of compliance with laws and regulations also involves the risk that estimates may turn out to be materially incorrect, and laws and regulations, as well as methods of enforcement, are subject to change. SYSCO CORPORATION - Form 10-K 37 PART II ITEM 7A Quantitative and Qualitative Disclosures About Market Risk ITEM 7A Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk We do not utilize ﬁ nancial instruments for trading purposes. Our use of debt directly exposes us to interest rate risk. Floating rate debt, where the interest rate ﬂ uctuates periodically, exposes us to short-term changes in market interest rates. Fixed rate debt, where the interest rate is ﬁ xed over the life of the instrument, exposes us to changes in market interest rates reﬂ ected in the fair value of the debt and to the risk that we may need to reﬁ nance maturing debt with new debt at higher rates. We manage our debt portfolio to achieve an overall desired position of ﬁ xed and ﬂ oating rates and may employ interest rate swaps as a tool to achieve that position. The major risks from interest rate derivatives include changes in the interest rates affecting the fair value of such instruments, potential increases in interest expense due to market increases in ﬂ oating interest rates and the creditworthiness of the counterparties in such transactions. Fiscal 2012 As of June 30, 2012, we had no commercial paper outstanding. Total debt as of June 30, 2012 was $3.0 billion, of which approximately 84% was at ﬁ xed rates of interest, including the impact of our interest rate swap agreements. In May 2012, we entered into an agreement with a notional amount of $200.0 million to lock in a component of the interest rate on our then forecasted debt offering. We designated this derivative as a cash ﬂ ow hedge of the variability in the cash outﬂ ows of interest payments on a portion of the June 2012 forecasted debt issuance due to changes in the benchmark interest rate. In June 2012, in conjunction with the issuance of the $450.0 million senior notes maturing in ﬁ scal 2022, we settled the treasury lock, locking in the effective yields on the related debt. In ﬁ scal 2010, we entered into two interest rate swap agreements that effectively converted $250 million of ﬁ xed rate debt maturing in ﬁ scal 2013 (the ﬁ scal 2013 swap) and $200 million of ﬁ xed rate debt maturing in ﬁ scal 2014 (the ﬁ scal 2014 swap) to ﬂ oating rate debt. Both transactions were entered into with the goal of reducing overall borrowing cost. These transactions were designated as fair value hedges since the swaps hedge against the changes in fair value of ﬁ xed rate debt resulting from changes in interest rates. As of June 30, 2012, the ﬁ scal 2013 swap was recognized as an asset within the consolidated balance sheet at fair value within prepaid expenses and other current assets of $2.5 million. The ﬁ xed interest rate on the hedged debt is 4.2% and the ﬂ oating interest rate on the swap is three-month LIBOR which resets quarterly. As of June 30, 2012, the ﬁ scal 2014 swap was recognized as an asset within the consolidated balance sheet at fair value within other assets of $6.2 million. The ﬁ xed interest rate on the hedged debt is 4.6% and the ﬂ oating interest rate on the swap is three-month LIBOR which resets quarterly. The following tables present our interest rate position as of June 30, 2012. All amounts are stated in U.S. dollar equivalents. (In thousands) U.S. $ Denominated: Fixed Rate Debt Average Interest Rate Floating Rate Debt (1) Average Interest Rate Canadian $ Denominated: Fixed Rate Debt Average Interest Rate 2013 2014 2015 Thereafter Total Fair Value Interest Rate Position as of June 30, 2012 Principal Amount by Expected Maturity Average Interest Rate 2016 2017 $ 3,570 $ 4.5% 4.1% $ 249,964 $ 206,673 $ 2.1% 2,979 $ 299,846 $ 0.8% 1,100 $ 0.2% 2.6% 1,153 $ 4.7% - $ - 604 $ 2,216,827 $ 2,524,979 $ 3,030,042 4.9% - $ - 4.7% 470,237 $ 2.3% 5.2% 12,500 $ 0.5% 481,475 $ 1,116 $ 8.4% 1,147 $ 8.7% 1,189 $ 8.9% 1,187 $ 9.3% 1,203 $ 9.8% 17,280 $ 9.7% 23,122 $ 9.6% 27,746 (1) Includes fixed rate debt that has been converted to floating rate debt through interest rate swap agreements. 38 SYSCO CORPORATION - Form 10-K PART II ITEM 7A Quantitative and Qualitative Disclosures About Market Risk Interest Rate Position as of June 30, 2012 Notional Amount by Expected Maturity Average Interest Swap Rate 2013 2014 2015 2016 2017 Thereafter Total Fair Value $ 250,000 $ 200,000 $ 2.1% 4.2% 2.1% 4.6% - $ - - - $ - - - $ - - - $ 450,000 $ 8,694 - - 2.1% 4.4% (In thousands) Interest Rate Swaps Related To Debt: Pay Variable/Receive Fixed Average Variable Rate Paid: Rate A Plus Fixed Rate Received Rate A – three-month LIBOR Fiscal 2011 As of July 2, 2011, we had no commercial paper outstanding. Total debt as of July 2, 2011 was $2.7 billion, of which approximately 75% was at ﬁ xed rates of interest, including the impact of our interest rate swap agreements. As of July 2, 2011, the ﬁ scal 2013 swap was recognized as an asset within the consolidated balance sheet at fair value within other assets of $6.1 million. The ﬁ xed interest rate on the hedged debt is 4.2% and the ﬂ oating interest rate on the swap is three-month LIBOR which resets quarterly. As of July 2, 2011, the ﬁ scal 2014 swap was recognized as an asset within the consolidated balance sheet at fair value within other assets of $7.4 million. The ﬁ xed interest rate on the hedged debt is 4.6% and the ﬂ oating interest rate on the swap is three-month LIBOR which resets quarterly. The following tables present our interest rate position as of July 2, 2011. All amounts are stated in U.S. dollar equivalents. (In thousands) U.S. $ Denominated: Fixed Rate Debt Average Interest Rate Floating Rate Debt (1) Average Interest Rate Canadian $ Denominated: Fixed Rate Debt Average Interest Rate 2012 2013 2014 Interest Rate Position as of July 2, 2011 Principal Amount by Expected Maturity Average Interest Rate 2015 2016 Thereafter Total Fair Value $ 205,616 $ 6.0% 1,910 $ 4.4% $ 181,975 $ 253,316 $ 208,779 $ 1.9% 3,682 $ 4.1% 2.0% 2.4% 1,117 $ 4.4% 1,100 $ 0.2% 632 $ 1,772,072 $ 1,985,029 $ 2,214,529 4.6% - $ - 5.9% 657,670 $ 2.0% 5.8% 12,500 $ 0.5% 676,075 $ 1,178 $ 7.7% 1,173 $ 8.4% 1,219 $ 8.7% 1,264 $ 8.8% 1,264 $ 9.3% 19,492 $ 9.8% 25,590 $ 9.5% 28,549 Euro € Denominated: Fixed Rate Debt Average Interest Rate - $ - Includes fixed rate debt that has been converted to floating rate debt through interest rate swap agreements. 234 $ 8.9% - $ - - $ - $ (1) - $ - - $ - 234 $ 8.9% 261 Interest Rate Position as of July 2, 2011 Notional Amount by Expected Maturity Average Interest Swap Rate 2012 2013 2014 2015 2016 Thereafter Total Fair Value $ - $ 250,000 $ 200,000 $ $ - - 2.1% 4.2% 2.1% 4.6% - $ - - - $ 450,000 $ 13,482 - - 2.1% 4.4% (In thousands) Interest Rate Swaps Related To Debt: Pay Variable/Receive Fixed Average Variable Rate Paid: Rate A Plus Fixed Rate Received Rate A – three-month LIBOR SYSCO CORPORATION - Form 10-K 39 PART II ITEM 7A Quantitative and Qualitative Disclosures About Market Risk Foreign Currency Exchange Rate Risk The majority of our foreign subsidiaries use their local currency as their functional currency. To the extent that business transactions are not denominated in a foreign subsidiary’s functional currency, we are exposed to foreign currency exchange rate risk. We will also incur gains and losses within our shareholders’ equity due to the translation of our ﬁ nancial statements from foreign currencies into U.S. dollars. Our income statement trends may be impacted by the translation of the income statements of our foreign subsidiaries into U.S. dollars. The changes in the exchange rates used to translate our foreign sales into U.S. dollars did not have a signiﬁ cant impact on sales when compared to ﬁ scal 2011 and positively impacted sales by 0.5% in ﬁ scal 2011 compared to ﬁ scal 2010. The impact to our operating income, net earnings and earnings per share was not material in ﬁ scal 2012 and ﬁ scal 2011. A 10% unfavorable change in the ﬁ scal 2012 weighted year-to-date exchange rate and the resulting impact on our ﬁ nancial statements would have negatively impacted ﬁ scal 2012 sales by 1.2% and would not have materially impacted our operating income, net earnings and earnings per share. We do not routinely enter into material agreements to hedge foreign currency exchange rate risks. Fuel Price Risk Due to the nature of our distribution business, we are exposed to potential volatility in fuel prices. The price and availability of diesel fuel ﬂ uctuates due to changes in production, seasonality and other market factors generally outside of our control. Increased fuel costs may have a negative impact on our results of operations in three areas. First, the high cost of fuel can negatively impact consumer conﬁ dence and discretionary spending and thus reduce the frequency and amount spent by consumers for food-away-from-home purchases. Second, the high cost of fuel can increase the price we pay for product purchases and we may not be able to pass these costs fully to our customers. Third, increased fuel costs impact the costs we incur to deliver product to our customers. During ﬁ scal 2012, 2011 and 2010, fuel costs related to outbound deliveries represented approximately 0.7%, 0.6% and 0.6% of sales, respectively. Fuel costs, excluding any amounts recovered through fuel surcharges, incurred by Sysco increased by approximately $39.8 million in ﬁ scal 2012 from ﬁ scal 2011 and by $33.0 million in ﬁ scal 2011 over ﬁ scal 2010. We routinely enter into forward purchase commitments for a portion of our projected monthly diesel fuel requirements. As of June 30, 2012, we had forward diesel fuel commitments totaling approximately $96 million through April 2013. Subsequent to June 30, 2012, we entered into forward diesel fuel commitments totaling approximately $20 million for May and June 2012. These contracts will lock in the price of approximately 35% to 45% of our fuel purchase needs for the contracted periods at prices higher than the current market price for diesel. Assuming that fuel prices do not rise signiﬁ cantly over recent levels during ﬁ scal 2013, fuel costs exclusive of any amounts recovered through fuel surcharges, are not expected to ﬂ uctuate signiﬁ cantly as compared to ﬁ scal 2012. Our estimate is based upon current, published quarterly market price projections for diesel, the cost committed to in our forward fuel purchase agreements currently in place for ﬁ scal 2013 and estimates of fuel consumption. Actual fuel costs could vary from our estimates if any of these assumptions change, in particular if future fuel prices vary signiﬁ cantly from our current estimates. A 10% unfavorable change in diesel prices from the market price used in our estimates above would result in a potential increase to $10 million to $20 million. Investment Risk Our company-sponsored qualiﬁ ed pension plan (Retirement Plan) holds investments in both equity and ﬁ xed income securities. The amount of our annual contribution to the plan is dependent upon, among other things, the return on the plan’s assets and discount rates used to calculate the plan’s liability. Fluctuations in asset values can cause the amount of our anticipated future contributions to the plan to increase and pension expense to increase and can result in a reduction to shareholders’ equity on our balance sheet as of ﬁ scal year-end, which is when this plan’s funded status is measured. Also, the projected liability of the plan will be impacted by the ﬂ uctuations of interest rates on high quality bonds in the public markets. Speciﬁ cally, decreases in these interest rates may have a material impact on our results of operations. To the extent the ﬁ nancial markets experience declines, our anticipated future contributions, pension expense and funded status will be affected for future years. A 10% unfavorable change in the value of the investments held by our company-sponsored Retirement Plan at the plan’s ﬁ scal year end (December 31, 2011) would not have a material impact on our anticipated future contributions for ﬁ scal 2013; however, this unfavorable change would increase our pension expense for ﬁ scal 2013 by $33.0 million and would reduce our shareholders’ equity on our balance sheet as of June 30, 2012 by $137.7 million. 40 SYSCO CORPORATION - Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data ITEM 8 Financial Statements and Supplementary Data Sysco Corporation and Subsidiaries Index to Consolidated Financial Statements Consolidated Financial Statements: Report of Management on Internal Control Over Financial Reporting .....................................................................................................................................................................42 Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting .............................................................43 Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements ...............................................................................44 Consolidated Balance Sheets .......................................................................................................................................................................................................................................................................................45 Consolidated Results of Operations .....................................................................................................................................................................................................................................................................46 Consolidated Statements of Comprehensive Income....................................................................................................................................................................................................................46 Changes in Consolidated Shareholders’ Equity.....................................................................................................................................................................................................................................47 Consolidated Cash Flows ...................................................................................................................................................................................................................................................................................................48 Notes to Consolidated Financial Statements ............................................................................................................................................................................................................................................49 All schedules are omitted because they are not applicable or the information is set forth in the consolidated ﬁ nancial statements or notes thereto. SYSCO CORPORATION - Form 10-K 41 PART II ITEM 8 Financial Statements and Supplementary Data Report of Management on Internal Control Over Financial Reporting The management of Sysco Corporation (“Sysco”) is responsible for establishing and maintaining adequate internal control over ﬁ nancial reporting for the company. Sysco’s internal control system is designed to provide reasonable assurance regarding the reliability of ﬁ nancial reporting and the preparation and fair presentation of published ﬁ nancial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to ﬁ nancial statement preparation and presentation. Sysco’s management assessed the effectiveness of Sysco’s internal control over ﬁ nancial reporting as of June 30, 2012. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework. Based on this assessment, management concluded that, as of June 30, 2012, Sysco’s internal control over ﬁ nancial reporting was effective based on those criteria. Ernst & Young LLP has issued an audit report on the effectiveness of Sysco’s internal control over ﬁ nancial reporting as of June 30, 2012. 42 SYSCO CORPORATION - Form 10-K Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting PART II ITEM 8 Financial Statements and Supplementary Data The Board of Directors and Shareholders Sysco Corporation We have audited Sysco Corporation (a Delaware Corporation) and subsidiaries’ (the “Company”) internal control over ﬁ nancial reporting as of June 30, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Sysco Corporation’s management is responsible for maintaining effective internal control over ﬁ nancial reporting, and for its assessment of the effectiveness of internal control over ﬁ nancial reporting included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over ﬁ nancial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over ﬁ nancial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over ﬁ nancial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over ﬁ nancial reporting is a process designed to provide reasonable assurance regarding the reliability of ﬁ nancial reporting and the preparation of ﬁ nancial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over ﬁ nancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reﬂ ect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of ﬁ nancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the ﬁ nancial statements. Because of its inherent limitations, internal control over ﬁ nancial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Sysco Corporation maintained, in all material respects, effective internal control over ﬁ nancial reporting as of June 30, 2012, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of June 30, 2012 and July 2, 2011, and the related consolidated results of operations, statements of comprehensive income, shareholders’ equity and cash ﬂ ows for each of the three years in the period ended June 30, 2012, of Sysco Corporation and subsidiaries and our report dated August 27, 2012, expressed an unqualiﬁ ed opinion thereon. Houston, Texas August 27, 2012 SYSCO CORPORATION - Form 10-K 43 PART II ITEM 8 Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements To the Board of Directors and Shareholders Sysco Corporation We have audited the accompanying consolidated balance sheets of Sysco Corporation (a Delaware Corporation) and subsidiaries (the “Company”) as of June 30, 2012 and July 2, 2011, and the related consolidated results of operations, statements of comprehensive income, shareholders’ equity, and cash ﬂ ows for each of the three years in the period ended June 30, 2012. These ﬁ nancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these ﬁ nancial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ﬁ nancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the ﬁ nancial statements. An audit also includes assessing the accounting principles used and signiﬁ cant estimates made by management, as well as evaluating the overall ﬁ nancial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the ﬁ nancial statements referred to above present fairly, in all material respects, the consolidated ﬁ nancial position of the Company at June 30, 2012 and July 2, 2011, and the consolidated results of its operations and its cash ﬂ ows for each of the three years in the period ended June 30, 2012, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over ﬁ nancial reporting as of June 30, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 27, 2012 expressed an unqualiﬁ ed opinion thereon. Houston, Texas August 27, 2012 44 SYSCO CORPORATION - Form 10-K Consolidated Balance Sheets (In thousands except for share data) ASSETS Current assets Cash and cash equivalents Accounts and notes receivable, less allowances of $42,919 and $42,436 Inventories Deferred income taxes Prepaid expenses and other current assets Prepaid income taxes Total current assets Plant and equipment at cost, less depreciation Other assets Goodwill Intangibles, less amortization Restricted cash Other assets Total other assets TOTAL ASSETS LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Notes payable Accounts payable Accrued expenses Accrued income taxes Deferred income taxes Current maturities of long-term debt Total current liabilities Other liabilities Long-term debt Deferred income taxes Other long-term liabilities Total other liabilities Commitments and contingencies 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 Paid-in capital Retained earnings Accumulated other comprehensive loss Treasury stock, 179,228,383 and 173,597,346 shares, at cost Total shareholders’ equity TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY See Notes to Consolidated Financial Statements PART II ITEM 8 Financial Statements and Supplementary Data June 30, 2012 July 2, 2011 $ 688,867 $ $ $ $ 2,966,624 2,178,830 134,503 80,713 35,271 6,084,808 3,883,750 1,665,611 113,571 127,228 220,004 2,126,414 12,094,972 $ - $ 2,209,469 909,144 50,316 - 254,650 3,423,579 2,763,688 115,166 1,107,499 3,986,353 639,765 2,898,283 2,073,766 - 72,496 48,572 5,732,882 3,512,389 1,633,289 109,938 110,516 286,541 2,140,284 11,385,555 181,975 2,183,417 856,569 - 146,083 207,031 3,575,075 2,279,517 204,223 621,498 3,105,238 - - 765,175 939,179 8,175,230 (662,866) (4,531,678) 4,685,040 12,094,972 $ 765,175 887,754 7,681,669 (259,958) (4,369,398) 4,705,242 11,385,555 SYSCO CORPORATION - Form 10-K 45 PART II ITEM 8 Financial Statements and Supplementary Data Consolidated Results of Operations (In thousands except for share and per share data) Sales Cost of sales Gross proﬁ t Operating expenses Operating income Interest expense Other expense (income), net Earnings before income taxes Income taxes NET EARNINGS Net earnings: BASIC EARNINGS PER SHARE DILUTED EARNINGS PER SHARE Average shares outstanding Diluted shares outstanding Dividends declared per common share See Notes to Consolidated Financial Statements Year Ended June 30, 2012 July 2, 2011 July 3, 2010 (53 Weeks) 42,380,939 $ 34,704,362 7,676,577 5,785,945 1,890,632 113,396 (6,766) 1,784,002 662,417 1,121,585 $ 39,323,489 $ 31,928,777 7,394,712 5,463,210 1,931,502 118,267 (14,219) 1,827,454 675,424 1,152,030 $ 37,243,495 30,055,188 7,188,307 5,212,439 1,975,868 125,477 802 1,849,589 669,606 1,179,983 1.91 $ 1.90 587,726,343 588,991,441 1.96 $ 1.96 586,526,142 588,691,546 1.07 $ 1.03 $ 1.99 1.99 592,157,221 593,590,042 0.99 $ $ $ $ Consolidated Statements of Comprehensive Income (In thousands) Net earnings Other comprehensive (loss) income: Foreign currency translation adjustment Items presented net of tax: Amortization of cash ﬂ ow hedges Settlement of cash ﬂ ow hedge Amortization of prior service cost Amortization of actuarial loss (gain), net Amortization of transition obligation Prior service cost arising in current year Actuarial (loss) gain, net arising in current year Total other comprehensive (loss) income COMPREHENSIVE INCOME See Notes to Consolidated Financial Statements Year Ended June 30, 2012 July 2, 2011 July 3, 2010 (53 Weeks) $ 1,121,585 $ 1,152,030 $ 1,179,983 (81,003) 122,217 49,973 426 445 3,093 36,860 93 (5,363) (357,459) (402,908) 718,677 $ 428 - 2,553 49,013 93 (5,692) 51,681 220,293 1,372,323 $ 428 - 2,707 24,664 93 - (280,130) (202,265) 977,718 $ 46 SYSCO CORPORATION - Form 10-K Changes in Consolidated Shareholders’ Equity PART II ITEM 8 Financial Statements and Supplementary Data Common Stock Amount Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Shares Amounts Totals 765,174,900 $ 765,175 $ 760,352 $ 6,539,890 $ (277,986) 1,179,983 175,148,403 $ (4,337,729) $ 3,449,702 1,179,983 765,174,900 $ 765,175 $ Shares (In thousands except for share data) Balance as of June 27, 2009 Net earnings Foreign currency translation adjustment Amortization of cash ﬂ ow hedges, net of tax Reclassiﬁ cation of pension and other postretirement beneﬁ t plans amounts to net earnings, net of tax Pension funded status adjustment, net of tax Dividends declared Treasury stock purchases Share-based compensation awards BALANCE AS OF JULY 3, 2010 Net earnings Foreign currency translation adjustment Amortization of cash ﬂ ow hedges, net of tax Reclassiﬁ cation of pension and other postretirement beneﬁ t plans amounts to net earnings, net of tax Pension funded status adjustment, net of tax Dividends declared Treasury stock purchases Treasury stock issued for acquisitions Share-based compensation awards BALANCE AS OF JULY 2, 2011 Net earnings Foreign currency translation adjustment Amortization of cash ﬂ ow hedges, net of tax Settlement of cash ﬂ ow hedge, net of tax Reclassiﬁ cation of pension and other postretirement beneﬁ t plans amounts to net earnings, net of tax Pension funded status adjustment, net of tax Dividends declared Treasury stock purchases Share-based compensation awards BALANCE AS OF JUNE 30, 2012 See Notes to Consolidated Financial Statements 49,973 428 27,464 (280,130) (585,734) 6,000,000 (179,174) 49,973 428 27,464 (280,130) (585,734) (179,174) 56,481 (4,379,608) 108,533 165,014 816,833 $ 7,134,139 $ (480,251) 176,768,795 $ (4,408,370) $ 3,827,526 1,152,030 122,217 428 51,659 45,989 (604,500) 10,000,000 (291,600) 1,152,030 122,217 428 51,659 45,989 (604,500) (291,600) (10,625) 81,546 (422,132) 10,625 - (12,749,317) 319,947 401,493 (81,003) 426 445 40,046 (362,822) (628,024) 10,000,000 (272,299) 1,121,585 (81,003) 426 445 40,046 (362,822) (628,024) (272,299) 765,174,900 $ 765,175 $ 887,754 $ 7,681,669 $ 1,121,585 (259,958) 173,597,346 $ (4,369,398) $ 4,705,242 765,174,900 $ 51,425 (4,368,963) 110,019 161,444 765,175 $ 939,179 $ 8,175,230 $ (662,866) 179,228,383 $ (4,531,678) $ 4,685,040 SYSCO CORPORATION - Form 10-K 47 PART II ITEM 8 Financial Statements and Supplementary Data Consolidated Cash Flows (In thousands) Cash ﬂ ows from operating activities: Year Ended June 30, 2012 July 2, 2011 July 3, 2010 (53 Weeks) Net earnings Adjustments to reconcile net earnings to cash provided by operating activities: $ 1,121,585 $ 1,152,030 $ 1,179,983 Share-based compensation expense Depreciation and amortization Deferred income taxes Provision for losses on receivables Other non-cash items Additional investment in certain assets and liabilities, net of effect of businesses acquired: (Increase) in receivables (Increase) in inventories (Increase) decrease in prepaid expenses and other current assets Increase in accounts payable Increase (decrease) in accrued expenses Increase (decrease) in accrued income taxes Decrease (increase) in other assets (Decrease) increase in other long-term liabilities Excess tax beneﬁ ts from share-based compensation arrangements Net cash provided by operating activities Cash ﬂ ows from investing activities: Additions to plant and equipment Proceeds from sales of plant and equipment Acquisition of businesses, net of cash acquired Purchases of short-term investments Maturities of short-term investments (Increase) decrease in restricted cash Net cash used for investing activities Cash ﬂ ows from ﬁ nancing activities: Bank and commercial paper borrowings (repayments), net Other debt borrowings Other debt repayments Debt issuance costs Cash received from settlement of cash ﬂ ow hedge Proceeds from common stock reissued from treasury for share-based compensation awards Treasury stock purchases Dividends paid Excess tax beneﬁ ts from share-based compensation arrangements Net cash used for ﬁ nancing activities Effect of exchange rates on cash Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period CASH AND CASH EQUIVALENTS AT END OF PERIOD Supplemental disclosures of cash ﬂ ow information: Cash paid during the period for: Interest Income taxes See Notes to Consolidated Financial Statements $ $ 70,319 416,943 (177,906) 33,359 (958) (106,834) (99,218) (6,478) 30,335 41,429 71,251 57,138 (46,770) (15) 1,404,180 (784,501) 8,185 (110,601) - - (16,712) (903,629) (181,975) 744,597 (205,638) (4,641) 722 99,439 (272,299) (622,869) 15 (442,649) (8,800) 49,102 639,765 688,867 $ 59,235 402,588 (165,239) 42,623 (9,454) (252,641) (254,738) 341 187,410 (43,348) (44,202) (26,966) 44,308 (429) 1,091,518 (636,442) 19,069 (101,148) - 24,993 13,972 (679,556) 181,975 4,411 (8,732) (7) - 332,688 (291,600) (597,071) 429 (377,907) 20,267 54,322 585,443 639,765 $ 66,358 389,976 (121,865) 34,931 2,550 (166,426) (106,172) (6,271) 154,811 58,002 (296,475) (31,514) (271,692) (768) 885,428 (594,604) 21,710 (29,293) (85,071) 61,568 (30,630) (656,320) - 7,091 (10,695) (7) - 94,750 (179,174) (579,763) 768 (667,030) 4,714 (433,208) 1,018,651 585,443 114,067 $ 772,493 119,050 $ 907,720 127,411 1,141,963 48 SYSCO CORPORATION - Form 10-K Notes to Consolidated Financial Statements PART II ITEM 8 Financial Statements and Supplementary Data NOTE 1 Summary of Accounting Policies Business and Consolidation Sysco Corporation, acting through its subsidiaries and divisions, (Sysco or the company), is engaged in the marketing and distribution of a wide range of food and related products primarily to the foodservice or food-away-from-home industry. These services are performed for approximately 400,000 customers from 185 distribution facilities located throughout the United States, Canada and Ireland. Sysco’s ﬁ scal year ends on the Saturday nearest to June 30th. This resulted in a 52-week year ending June 30, 2012 for ﬁ scal 2012, a 52-week year ending July 2, 2011 for ﬁ scal 2011and a 53-week year ending July 3, 2010 for ﬁ scal 2010. The accompanying ﬁ nancial statements include the accounts of Sysco and its consolidated subsidiaries. All signiﬁ cant intercompany transactions and account balances have been eliminated. The preparation of ﬁ nancial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the reported amounts of assets, liabilities, sales and expenses. Actual results could differ from the estimates used. Cash and Cash Equivalents Cash includes cash equivalents such as time deposits, certiﬁ cates of deposit, short-term investments and all highly liquid instruments with original maturities of three months or less, which are recorded at fair value. Accounts Receivable Accounts receivable consist primarily of trade receivables from customers and receivables from suppliers for marketing or incentive programs. Sysco determines the past due status of trade receivables based on contractual terms with each customer. Sysco evaluates the collectability of accounts receivable and determines the appropriate reserve for doubtful accounts based on a combination of factors. The company utilizes speciﬁ c criteria to determine uncollectible receivables to be written off including whether a customer has ﬁ led for or been placed in bankruptcy, has had accounts referred to outside parties for collection or has had accounts past due over speciﬁ ed periods. Allowances are recorded for all other receivables based on an analysis of historical trends of write-offs and recoveries. In addition, in circumstances where the company is aware of a speciﬁ c customer’s inability to meet its ﬁ nancial obligation to Sysco, a speciﬁ c allowance for doubtful accounts is recorded to reduce the receivable to the net amount reasonably expected to be collected. Inventories Inventories consisting primarily of ﬁ nished goods include food and related products and lodging products held for resale and are valued at the lower of cost (ﬁ rst-in, ﬁ rst-out method) or market. Elements of costs include the purchase price of the product and freight charges to deliver the product to the company’s warehouses and are net of certain cash or non-cash consideration received from vendors (see “Vendor Consideration”). Plant and Equipment Capital additions, improvements and major replacements are classiﬁ ed as plant and equipment and are carried at cost. Depreciation is recorded using the straight-line method, which reduces the book value of each asset in equal amounts over its estimated useful life, and is included within operating expenses in the consolidated results of operations. Maintenance, repairs and minor replacements are charged to earnings when they are incurred. Upon the disposition of an asset, its accumulated depreciation is deducted from the original cost, and any gain or loss is reﬂ ected in current earnings. Certain internal and external costs related to the acquisition and development of internal use software being built within our Business Transformation Project are capitalized within plant and equipment during the application development stages of the project. This project was primarily in the development stage as of June 30, 2012 and no material amortization had occurred. Amortization commenced in August 2012 as the project entered the deployment stage. Applicable interest charges incurred during the construction of new facilities and development of software for internal use are capitalized as one of the elements of cost and are amortized over the assets’ estimated useful lives. Interest capitalized for the past three ﬁ scal years was $20.8 million in ﬁ scal 2012, $13.9 million in ﬁ scal 2011 and $10.0 million in ﬁ scal 2010. SYSCO CORPORATION - Form 10-K 49 PART II ITEM 8 Financial Statements and Supplementary Data Long-Lived Assets Management reviews long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Cash ﬂ ows expected to be generated by the related assets are estimated over the asset’s useful life based on updated projections on an undiscounted basis. If the evaluation indicates that the carrying value of the asset may not be recoverable, the potential impairment is measured at fair value. Goodwill and Intangibles Goodwill and intangibles represent the excess of cost over the fair value of tangible net assets acquired. Goodwill and intangibles with indeﬁ nite lives are not amortized. Goodwill is assigned to the reporting units that are expected to beneﬁ t from the synergies of a business combination. The recoverability of goodwill and indeﬁ nite-lived intangibles is assessed annually, or more frequently as needed when events or changes have occurred that would suggest an impairment of carrying value, by determining whether the fair values of the applicable reporting units exceed their carrying values. The reporting units used to assess goodwill impairment are the company’s nine operating segments as described in Note 21, “Business Segment Information.” The components within each of the nine operating segments have similar economic characteristics and therefore are aggregated into nine reporting units. The evaluation of fair value requires the use of projections, estimates and assumptions as to the future performance of the operations in performing a discounted cash ﬂ ow analysis, as well as assumptions regarding sales and earnings multiples that would be applied in comparable acquisitions. Intangibles with deﬁ nite lives are amortized on a straight-line basis over their useful lives, which generally range from three to ten years. Management reviews ﬁ nite-lived intangibles for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Cash ﬂ ows expected to be generated by the ﬁ nite-lived intangibles are estimated over the intangible asset’s useful life based on updated projections on an undiscounted basis. If the evaluation indicates that the carrying value of the ﬁ nite-lived intangible asset may not be recoverable, the potential impairment is measured at fair value. Restricted Cash Sysco is required by its insurers to collateralize a part of the self-insured portion of its workers’ compensation and liability claims. Sysco has chosen to satisfy these collateral requirements by depositing funds in insurance trusts or by issuing letters of credit. All amounts in restricted cash at June 30, 2012 and July 2, 2011 represented funds deposited in insurance trusts. Derivative Financial Instruments All derivatives are recognized as assets or liabilities within the consolidated balance sheets at fair value. Gains or losses on derivative ﬁ nancial instruments designated as fair value hedges are recognized immediately in the consolidated results of operations, along with the offsetting gain or loss related to the underlying hedged item. Gains or losses on derivative ﬁ nancial instruments designated as cash ﬂ ow hedges are recorded as a separate component of shareholders’ equity at their settlement, whereby gains or losses are reclassiﬁ ed to the Consolidated Results of Operations in conjunction with the recognition of the underlying hedged item. In the normal course of business, Sysco enters into forward purchase agreements for the procurement of fuel and electricity. Certain of these agreements meet the deﬁ nition of a derivative. However, the company elected to use the normal purchase and sale exemption available under derivatives accounting literature; therefore, these agreements are not recorded at fair value. Investments in Corporate-Owned Life Insurance Investments in corporate-owned life insurance (COLI) policies are recorded at their cash surrender values as of each balance sheet date. Changes in the cash surrender value during the period are recorded as a gain or loss within operating expenses. The company does not record deferred tax balances related to cash surrender value gains or losses for the policies that Sysco has the intent to hold these policies to maturity. Deferred tax balances are recorded for those policies that Sysco intends to redeem prior to maturity. The total amounts related to the company’s investments in COLI policies included in other assets in the consolidated balance sheets were $160.5 million and $231.3 million at June 30, 2012 and July 2, 2011, respectively. Treasury Stock The company records treasury stock purchases at cost. Shares removed from treasury are valued at cost using the average cost method. 50 SYSCO CORPORATION - Form 10-K Foreign Currency Translation The assets and liabilities of all foreign subsidiaries are translated at current exchange rates. Related translation adjustments are recorded as a component PART II ITEM 8 Financial Statements and Supplementary Data of accumulated other comprehensive income (loss). Revenue Recognition The company recognizes revenue from the sale of a product when it is considered to be realized or realizable and earned. The company determines these requirements to be met at the point at which the product is delivered to the customer. The company grants certain customers sales incentives such as rebates or discounts and treats these as a reduction of sales at the time the sale is recognized. The company also makes incentive payments to certain customers for new or renewed contracts and capitalizes these payments to other assets and amortizes them as a reduction of sales over the term of the related contract. Sales tax collected from customers is not included in revenue but rather recorded as a liability due to the respective taxing authorities. Purchases and sales of inventory with the same counterparty that are entered into in contemplation of one another are considered to be a single nonmonetary transaction. As such, the company records the net effect of such transactions in the consolidated results of operations within sales. Vendor Consideration Sysco recognizes consideration received from vendors when the services performed in connection with the monies received are completed and when the related product has been sold by Sysco as a reduction to cost of sales. There are several types of cash consideration received from vendors. In many instances, the vendor consideration is in the form of a speciﬁ ed amount per case or per pound. In these instances, Sysco will recognize the vendor consideration as a reduction of cost of sales when the product is sold. In the situations in which the vendor consideration is not related directly to speciﬁ c product purchases, Sysco will recognize these as a reduction of cost of sales when the earnings process is complete, the related service is performed and the amounts are realized. Shipping and Handling Costs Shipping and handling costs include costs associated with the selection of products and delivery to customers. Included in operating expenses are shipping and handling costs of approximately $2,396.2 million in ﬁ scal 2012, $2,222.1 million in ﬁ scal 2011, and $2,103.3 million in ﬁ scal 2010. Insurance Program Sysco maintains a self-insurance program covering portions of workers’ compensation, general and vehicle liability and property insurance costs. The amounts in excess of the self-insured levels are fully insured by third party insurers. The company also maintains a fully self-insured group medical program. Liabilities associated with these risks are estimated in part by considering historical claims experience, medical cost trends, demographic factors, severity factors and other actuarial assumptions. Share-Based Compensation Sysco recognizes expense for its share-based compensation based on the fair value of the awards that are granted. The fair value of stock options is estimated at the date of grant using the Black-Scholes option pricing model. Option pricing methods require the input of highly subjective assumptions, including the expected stock price volatility. The fair value of restricted stock and restricted stock unit awards are based on the company’s stock price on the date of grant. Measured compensation cost is recognized ratably over the vesting period of the related share-based compensation award. Cash ﬂ ows resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax beneﬁ ts) are classiﬁ ed as ﬁ nancing cash ﬂ ows on the consolidated cash ﬂ ows statements. Income Taxes Sysco recognizes deferred tax assets and liabilities based on the estimated future tax consequences attributable to differences between the ﬁ nancial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured pursuant to tax laws using rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The impact on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. Sysco recognizes a tax beneﬁ t from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. The amount recognized is measured as the largest amount of tax beneﬁ t that has greater than a 50% likelihood of being realized upon settlement. To the extent interest and penalties may be assessed by SYSCO CORPORATION - Form 10-K 51 PART II ITEM 8 Financial Statements and Supplementary Data taxing authorities on any underpayment of income tax, estimated amounts required by the accounting guidance related to uncertain tax positions have been accrued and are classiﬁ ed as a component of income taxes in the consolidated results of operations. The determination of the company’s provision for income taxes requires signiﬁ cant judgment, the use of estimates and the interpretation and application of complex tax laws. The company’s provision for income taxes primarily reﬂ ects a combination of income earned and taxed in the various U.S. federal and state, as well as various foreign jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the company’s change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate. Acquisitions Acquisitions of businesses are accounted for using the purchase method of accounting, and the ﬁ nancial statements include the results of the acquired operations from the respective dates of acquisition. The purchase price of the acquired entities is allocated to the net assets acquired and liabilities assumed based on the estimated fair value at the dates of acquisition, with any excess of cost over the fair value of net assets acquired, including intangibles, recognized as goodwill. The balances included in the consolidated balance sheets related to recent acquisitions are based upon preliminary information and are subject to change when ﬁ nal asset and liability valuations are obtained. Subsequent changes to the preliminary balances are reﬂ ected retrospectively, if material. Material changes to the preliminary allocations are not anticipated by management. NOTE 2 Changes in Accounting Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs In May 2011, the FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” This update amended ASC 820, “Fair Value Measurement” to improve the comparability of fair value measurements presented and disclosed in ﬁ nancial statements prepared in accordance with U.S. GAAP and IFRSs. In addition, the update explained how to measure fair value, but did not require additional fair value measurements and was not intended to establish valuation standards or affect valuation practices outside of ﬁ nancial reporting. This update was effective for interim reporting periods ending after December 15, 2011, which was the third quarter of ﬁ scal 2012 for Sysco. The amendments in this update were to be applied prospectively and early application of this standard was not permitted. The adoption of this standard did not have a material impact on the company’s consolidated ﬁ nancial statements. The required additional disclosures are included in Note 4, “Fair Value Measurements.” Presentation of Comprehensive Income In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income.” This update amended ASC 220, “Comprehensive Income” to eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments required that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendments in this update did not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassiﬁ ed to net income. The amendments in this update were effective for ﬁ scal years, and interim periods within those years, beginning after December 15, 2011, which would be ﬁ scal 2013 for Sysco. The amendments in this update were to be applied retrospectively and early application was permitted. The company early adopted the applicable provisions of this update in the fourth quarter of ﬁ scal 2012; however, all provisions included in the update were not adopted due to the issuance of ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassiﬁ cations of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011- 05.” ASU 2011-12 indeﬁ nitely deferred the provision of ASU 2011-05 that required entities to present reclassiﬁ cation adjustments out of accumulated other comprehensive income by component in the statement of net income. The adoption of this update resulted in the addition of the Consolidated Statements of Comprehensive Income in the company’s consolidated ﬁ nancial statements. Disclosures About an Employer’s Participation in a Multiemployer Plan In September 2011, the FASB issued ASU 2011-09, “Disclosures about an Employer’s Participation in a Multiemployer Plan.” This update amends ASC 715-80, “Compensation—Retirement Beneﬁ ts—Multiemployer Plans” to require additional disclosures about an employer’s participation in a multiemployer pension plan including additional information about the plans, the level of an employer’s participation in the plans and the ﬁ nancial health of signiﬁ cant plans. This update does not change the accounting for multiemployer pension plans. The amendments in this update are effective for ﬁ scal years ending after December 15, 2011. The required additional disclosures are included in Note 14, “Multiemployer Employee Beneﬁ t Plans.” 52 SYSCO CORPORATION - Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data NOTE 3 New Accounting Standards Testing Goodwill for Impairment In September 2011, the FASB issued Accounting Standards Update (ASU) 2011-08, “Testing Goodwill for Impairment.” This update amends Accounting Standards Codiﬁ cation (ASC) 350, “Intangibles—Goodwill and Other” to allow entities an option to ﬁ rst assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under that option, an entity no longer would be required to calculate the fair value of a reporting unit unless the entity determines, based on that qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments in this update are effective for annual and interim goodwill impairment tests performed for ﬁ scal years beginning after December 15, 2011. Early adoption is permitted. Sysco is currently evaluating the impact this update may have on its goodwill impairment testing. Disclosures About Offsetting Assets and Liabilities In December 2011, the FASB issued ASU 2011-11, “Disclosures About Offsetting Assets and Liabilities.” This update creates new disclosure requirements about the nature of an entity’s rights of setoff and related arrangements associated with its ﬁ nancial instruments and derivative instruments. The disclosure requirements in this update are effective for annual reporting periods, and interim periods within those years, beginning on or after January 1, 2013, which will be ﬁ scal 2014 for Sysco. Sysco is currently evaluating the impact this update will have on its disclosures. Testing Indeﬁ nite-Lived Intangible Assets for Impairment In July 2012, the FASB issued ASU 2012-02, “Testing Indeﬁ nite-Lived Intangible Assets for Impairment.” This update amends ASC 350, “Intangibles— Goodwill and Other” to allow entities an option to ﬁ rst assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. Under that option, an entity no longer would be required to calculate the fair value of the intangible asset unless the entity determines, based on that qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments in this update are effective for annual and interim impairment tests performed for ﬁ scal years beginning after September 15, 2012. Early adoption is permitted. Sysco is currently evaluating the impact this update may have on its indeﬁ nite-lived intangibles impairment testing. NOTE 4 Fair Value Measurements Fair value is deﬁ ned as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. an exit price). The accounting guidance includes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows: • Level 1 – Unadjusted quoted prices for identical assets or liabilities in active markets; • Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and • Level 3 – Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk. Sysco’s policy is to invest in only high-quality investments. Cash equivalents primarily include time deposits, certiﬁ cates of deposit, commercial paper, high-quality money market funds and all highly liquid instruments with original maturities of three months or less. Restricted cash consists of investments in high-quality money market funds. The following is a description of the valuation methodologies used for assets measured at fair value. • Time deposits and commercial paper included in cash equivalents are valued at amortized cost, which approximates fair value. These are included within cash equivalents as a Level 2 measurement in the tables below. • Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. These are included within cash equivalents and restricted cash as Level 1 measurements in the tables below. • The interest rate swap agreements, discussed further in Note 8, “Derivative Financial Instruments,” are valued using a swap valuation model that utilizes an income approach using observable market inputs including interest rates, LIBOR swap rates and credit default swap rates. These are included as a Level 2 measurement in the tables below. SYSCO CORPORATION - Form 10-K 53 PART II ITEM 8 Financial Statements and Supplementary Data The following tables present the company’s assets measured at fair value on a recurring basis as of June 30, 2012 and July 2, 2011: (In thousands) Assets: Cash and cash equivalents Cash equivalents Prepaid expenses and other current assets Interest rate swap agreement Restricted cash Other assets Interest rate swap agreement TOTAL ASSETS AT FAIR VALUE (In thousands) Assets: Cash and cash equivalents Cash equivalents Restricted cash Other assets Interest rate swap agreements TOTAL ASSETS AT FAIR VALUE Assets Measured at Fair Value as of June 30, 2012 Level 1 Level 2 Level 3 Total $ 228,310 $ 248,714 $ - $ 477,024 - 127,228 2,475 - - $ 355,538 $ 6,219 257,408 $ - - - - $ 2,475 127,228 6,219 612,946 Assets Measured at Fair Value as of July 2, 2011 Level 1 Level 2 Level 3 Total $ $ 141,350 $ 110,516 163,465 $ - - 251,866 $ 13,482 176,947 $ - $ - - - $ 304,815 110,516 13,482 428,813 The carrying values of accounts receivable and accounts payable approximated their respective fair values due to the short-term maturities of these instruments. The fair value of Sysco’s total debt is estimated based on the quoted market prices for the same or similar issue or on the current rates offered to the company for debt of the same remaining maturities and is considered a Level 2 measurement. The fair value of total debt approximated $3,539.3 million and $2,919.4 million as of June 30, 2012 and July 2, 2011, respectively. The carrying value of total debt was $3,018.3 million and $2,668.5 million as of June 30, 2012 and July 2, 2011, respectively. NOTE 5 Allowance For Doubtful Accounts A summary of the activity in the allowance for doubtful accounts appears below: (In thousands) Balance at beginning of period Charged to costs and expenses Customer accounts written off, net of recoveries Other adjustments BALANCE AT END OF PERIOD NOTE 6 Plant and Equipment 2012 2011 2010 42,436 $ 33,359 (32,318) (558) 42,919 $ 36,573 $ 42,623 (37,823) 1,063 42,436 $ 36,078 34,931 (34,297) (139) 36,573 $ $ A summary of plant and equipment, including the related accumulated depreciation, appears below: (In thousands) Plant and equipment, at cost: Land Buildings and improvements Fleet and equipment Computer hardware and software Accumulated depreciation NET PLANT AND EQUIPMENT June 30, 2012 July 2, 2011 Estimated Useful Lives $ 352,812 $ 3,510,627 2,449,018 1,028,594 7,341,051 (3,457,301) 3,883,750 $ $ 348,168 3,227,340 2,275,007 897,712 6,748,227 (3,235,838) 3,512,389 10-30 years 3-10 years 3-7 years The capitalized direct costs for the internal use software portion of the company’s Business Transformation Project are included within “computer hardware and software” in the table above in the amount of $469.4 million and $356.2 million as of June 30, 2012 and July 2, 2011, respectively. The majority of this internal use software related to the Business Transformation Project will be placed into service and begin amortization in August of ﬁ scal 2013. Depreciation expense, including capital leases, for the past three years was $384.9 million in 2012, $374.0 million in 2011 and $361.7 million in 2010. 54 SYSCO CORPORATION - Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data NOTE 7 Goodwill and Other Intangibles The changes in the carrying amount of goodwill and the amount allocated by reportable segment for the years presented are as follows: (In thousands) Carrying amount as of July 3, 2010 Goodwill acquired during year Currency translation/other Carrying amount as of July 2, 2011 Goodwill acquired during year Currency translation/other CARRYING AMOUNT AS OF JUNE 30, 2012 Broadline SYGMA Other $ $ 1,118,882 43,255 39,128 1,201,265 48,911 (30,064) 1,220,112 $ 32,609 $ - - 32,609 - - $ 32,609 $ 398,324 792 299 399,415 13,677 (202) 412,890 $ $ Total 1,549,815 44,047 39,427 1,633,289 62,588 (30,266) 1,665,611 Amortized intangible assets acquired during ﬁ scal 2012 were $33.0 million with a weighted-average amortization period of eight years. By intangible asset category, the amortized intangible assets acquired during ﬁ scal 2012 were customer relationships of $25.9 million with a weighted-average amortization period of nine years, non-compete agreements of $4.8 million with a weighted-average amortization period of ﬁ ve years and amortized trademarks of $2.3 million with a weighted-average amortization period of 10 years. Indeﬁ nite-lived licenses acquired during ﬁ scal 2012 were $1.0 million. The following table presents details of the company’s amortized intangible assets: (In thousands) Customer relationships Non-compete agreements Trademarks TOTAL AMORTIZED INTANGIBLE ASSETS $ $ Gross Carrying Amount June 30, 2012 Accumulated Amortization Net Gross Carrying Amount July 2, 2011 Accumulated Amortization 200,801 $ 8,453 3,759 (110,080) $ (2,024) (518) 90,721 $ 6,429 3,241 190,112 $ 4,574 1,623 (97,846) $ (1,269) (282) Net 92,266 3,305 1,341 213,013 $ (112,622) $ 100,391 $ 196,309 $ (99,397) $ 96,912 Intangible assets that have been fully amortized have been removed in the schedule above in the period full amortization is reached. The following table presents details of the company’s indeﬁ nite-lived intangible assets: (In thousands) Trademarks Licenses TOTAL INDEFINITE-LIVED INTANGIBLE ASSETS June 30, 2012 $ 12,214 $ 966 13,180 $ July 2, 2011 13,026 - 13,026 $ Amortization expense for the past three years was $24.9 million in 2012, $21.9 million in 2011 and $20.9 million in 2010. The estimated future amortization expense for the next ﬁ ve ﬁ scal years on intangible assets outstanding as of June 30, 2012 is shown below: (In thousands) 2013 2014 2015 2016 2017 $ Amount 24,987 23,525 18,914 12,209 7,505 NOTE 8 Derivative Financial Instruments Sysco manages its debt portfolio to achieve an overall desired position of ﬁ xed and ﬂ oating rates and may employ interest rate swaps from time to time to achieve this position. The company does not use derivative ﬁ nancial instruments for trading or speculative purposes. In May 2012, the company entered into a treasury lock agreement with a notional amount of $200.0 million. The company designated this derivative as a cash ﬂ ow hedge of the variability in the cash outﬂ ows of interest payments on a portion of the then forecasted June 2012 debt issuance due to changes in the benchmark interest rate. In June 2012, in conjunction with the issuance of the $450.0 million senior notes maturing in ﬁ scal 2022, the company settled the treasury lock, locking in the effective yields on the related debt. Upon settlement, the company received cash of $0.7 million, which represented the fair value of the swap agreement at the time of settlement. This amount is being amortized as an offset to interest expense over the 10-year term of the debt, and the unamortized balance is reﬂ ected as a gain, net of tax, in accumulated other comprehensive loss. In ﬁ scal 2010, the company entered into two interest rate swap agreements that effectively converted $250.0 million of ﬁ xed rate debt maturing in ﬁ scal 2013 and $200.0 million of ﬁ xed rate debt maturing in ﬁ scal 2014 to ﬂ oating rate debt. Both transactions were entered into with the goal of reducing overall borrowing cost and increasing ﬂ oating interest rate exposure. These transactions were designated as fair value hedges since the swaps hedge against the changes in fair value of ﬁ xed rate debt resulting from changes in interest rates. SYSCO CORPORATION - Form 10-K 55 PART II ITEM 8 Financial Statements and Supplementary Data The location and the fair value of derivative instruments in the consolidated balance sheet as of each ﬁ scal year-end are as follows: (In thousands) Fair Value Hedge Relationships: Interest rate swap agreements June 30, 2012 June 30, 2012 July 2, 2011 Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value Prepaid expenses and other current assets $ Other assets Other assets 2,475 6,219 13,482 N/A N/A N/A N/A N/A N/A The location and effect of derivative instruments and related hedged items on consolidated comprehensive income for each ﬁ scal year presented on a pre-tax basis are as follows: (In thousands) Fair Value Hedge Relationships: Interest rate swap agreements Cash Flow Hedge Relationships: Treasury lock agreement Interest rate contracts Location of (Gain) or Loss Recognized in Income 2012 2011 2010 (53 Weeks) Amount of (Gain) or Loss Recognized in Income Interest expense $ (7,900) $ (9,026) $ (10,557) Other comprehensive income Interest expense (722) 692 N/A 696 N/A 695 Hedge ineffectiveness represents the difference between the changes in the fair value of the derivative instruments and the changes in fair value of the ﬁ xed rate debt attributable to changes in the benchmark interest rate. Hedge ineffectiveness is recorded directly in earnings within interest expense and was immaterial for ﬁ scal 2012, ﬁ scal 2011 and ﬁ scal 2010. The interest rate swaps do not contain credit-risk-related contingent features. NOTE 9 Self-Insured Liabilities Sysco maintains a self-insurance program covering portions of workers’ compensation, general and vehicle liability and property insurance costs. The amounts in excess of the self-insured levels are fully insured by third party insurers. The company also maintains a fully self-insured group medical program. A summary of the activity in self-insured liabilities appears below: (In thousands) Balance at beginning of period Charged to costs and expenses Payments BALANCE AT END OF PERIOD 2012 2011 2010 129,671 $ 318,828 (318,750) 129,749 $ 128,997 $ 325,540 (324,866) 129,671 $ 132,551 321,373 (324,927) 128,997 $ $ NOTE 10 Debt and Other Financing Arrangements Sysco’s debt consists of the following: (In thousands) Short-term bank borrowings, interest at 2.0% as of July 2, 2011 Senior notes, interest at 6.1%, maturing in ﬁ scal 2012 Senior notes, interest at 4.2%, maturing in ﬁ scal 2013 Senior notes, interest at 4.6%, maturing in ﬁ scal 2014 Senior notes, interest at 0.55%, maturing in ﬁ scal 2015 Senior notes, interest at 5.25%, maturing in ﬁ scal 2018 Senior notes, interest at 5.375%, maturing in ﬁ scal 2019 Senior notes, interest at 2.6%, maturing in ﬁ scal 2022 Debentures, interest at 7.16%, maturing in ﬁ scal 2027 Debentures, interest at 6.5%, maturing in ﬁ scal 2029 Senior notes, interest at 5.375%, maturing in ﬁ scal 2036 Senior notes, interest at 6.625%, maturing in ﬁ scal 2039 Industrial Revenue Bonds, capital leases and other debt, interest averaging 5.9% as of June 30, 2012 and July 2, 2011, maturing at various dates to ﬁ scal 2026 Total debt Less current maturities of long-term debt Less short-term bank borrowings NET LONG-TERM DEBT 56 SYSCO CORPORATION - Form 10-K June 30, 2012 July 2, 2011 $ $ - $ - 249,964 206,673 297,983 498,069 248,862 444,271 50,000 224,617 499,654 245,685 181,975 200,092 253,316 208,779 - 497,724 248,693 - 50,000 224,593 499,639 245,524 52,560 3,018,338 (254,650) - 2,763,688 $ 58,188 2,668,523 (207,031) (181,975) 2,279,517 The principal payments required to be made during the next ﬁ ve ﬁ scal years on debt outstanding as of June 30, 2012 are shown below: PART II ITEM 8 Financial Statements and Supplementary Data (In thousands) 2013 2014 2015 2016 2017 Short-term Borrowings $ Amount 254,650 210,799 302,135 2,340 1,807 As of June 30, 2012 and July 2, 2011, Sysco had uncommitted bank lines of credit, which provided for unsecured borrowings for working capital of up to $95.0 million. There were no borrowings outstanding under these lines of credit as of June 30, 2012 or July 2, 2011, respectively. As of June 30, 2012 and July 2, 2011, the company’s Irish subsidiary, Pallas Foods Limited, had a €10.0 million (Euro) committed facility for unsecured borrowings for working capital. There were no borrowings outstanding under this facility as of June 30, 2012 or July 2, 2011, respectively. On June 30, 2011, a Canadian subsidiary of Sysco entered into a short-term demand loan facility for the purpose of facilitating a distribution from the Canadian subsidiary to Sysco, and Sysco concurrently entered into an agreement with the bank to guarantee the loan. As of July 2, 2011, the amount outstanding under the facility was $182.0 million. The interest rate under the facility was 2.0% and payable on the due date. The loan was repaid in full on July 4, 2011. Commercial Paper and Revolving Credit Facility Sysco has a Board-approved commercial paper program allowing the company to issue short-term unsecured notes in an aggregate amount not to exceed $1,300.0 million. In December 2011, Sysco terminated its previously existing revolving credit facility that supported the company’s U.S. and Canadian commercial paper programs. At the same time, Sysco and one of its subsidiaries, Sysco International, ULC, entered into a new $1,000.0 million credit facility supporting the company’s U.S. and Canadian commercial paper programs. This facility provides for borrowings in both U.S. and Canadian dollars. Borrowings by Sysco International, ULC under the credit agreement are guaranteed by Sysco, and borrowings by Sysco and Sysco International, ULC under the credit agreement are guaranteed by all wholly-owned subsidiaries of Sysco that are guarantors of the company’s senior notes and debentures. The facility expires on December 29, 2016, but is subject to extension. During ﬁ scal 2012, 2011, and 2010, aggregate outstanding commercial paper issuances and short-term bank borrowings ranged from approximately zero to $563.1 million, zero to $330.3 million, and zero to $1.8 million, respectively. There were no commercial paper issuances outstanding as of June 30, 2012 and July 2, 2011, respectively. Fixed Rate Debt In February 2012, Sysco ﬁ led with the Securities and Exchange Commission an automatically effective well-known seasoned issuer shelf registration statement for the issuance of an indeterminate amount of common stock, preferred stock, debt securities and guarantees of debt securities that may be issued from time to time. In June 2012, Sysco repaid the 6.1% senior notes totaling $200.0 million at maturity utilizing a combination of cash ﬂ ow from operations and commercial paper issuances. In June 2012, Sysco issued 0.55% senior notes totaling $300.0 million due June 12, 2015 (the 2015 notes) and 2.6% senior notes totaling $450.0 million due June 12, 2022 (the 2022 notes) under its February 2012 shelf registration. The 2015 and 2022 notes, which were priced at 99.319% and 98.722% of par, respectively, are unsecured, are not subject to any sinking fund requirement and include a redemption provision which allows Sysco to retire the notes at any time prior to maturity at the greater of par plus accrued interest or an amount designed to ensure that the note holders are not penalized by early redemption. Proceeds from the notes will be utilized over a period of time for general corporate purposes, which may include acquisitions, reﬁ nancing of debt, working capital, share repurchases and capital expenditures. The 4.2% senior notes due February 12, 2013, 4.6% senior notes due March 15, 2014, the 5.25% senior notes due February 12, 2018, the 5.375% senior notes due March 17, 2019, the 6.5% debentures due August 1, 2028, the 5.375% senior notes due September 21, 2035 and the 6.625% senior notes due March 17, 2039 are unsecured, are not subject to any sinking fund requirement and include a redemption provision that allows Sysco to retire the debentures and notes at any time prior to maturity at the greater of par plus accrued interest or an amount designed to ensure that the debenture and note holders are not penalized by the early redemption. SYSCO CORPORATION - Form 10-K 57 PART II ITEM 8 Financial Statements and Supplementary Data The 7.16% debentures due April 15, 2027 are unsecured, are not subject to any sinking fund requirement and are no longer redeemable prior to maturity. Sysco’s Industrial Revenue Bonds have varying structures. Final maturities range from three to 14 years and certain of the bonds provide Sysco the right to redeem the bonds at various dates. These redemption provisions generally provide the bondholder a premium in the early redemption years, declining to par value as the bonds approach maturity. Total Debt Total debt as of June 30, 2012 was $3,018.3 million of which approximately 84% was at ﬁ xed rates with a weighted average of 4.7% and an average life of 13 years, and the remainder was at ﬂ oating rates with a weighted average of 2.3% and an average life of one year. Certain loan agreements contain typical debt covenants to protect note holders, including provisions to maintain the company’s long-term debt to total capital ratio below a speciﬁ ed level. Sysco is currently in compliance with all debt covenants. Other As of June 30, 2012 and July 2, 2011, letters of credit outstanding were $29.8 million and $23.0 million, respectively. NOTE 11 Leases Sysco has obligations under capital and operating leases for certain distribution facilities, vehicles and computers. Total rental expense under operating leases was $83.0 million, $79.3 million, and $80.7 million in ﬁ scal 2012, 2011 and 2010, respectively. Contingent rentals, subleases and assets and obligations under capital leases are not signiﬁ cant. Aggregate minimum lease payments by ﬁ scal year under existing non-capitalized long-term leases are as follows: $ Amount 48,680 38,943 33,283 24,775 18,806 60,634 June 30, 2012 $ 456,969 $ 450,326 200,204 1,107,499 $ July 2, 2011 8,366 379,555 233,577 621,498 $ (In thousands) 2013 2014 2015 2016 2017 Thereafter NOTE 12 Other Long-Term Liabilities The following table presents details of the company’s other long-term liabilities: (In thousands) Qualiﬁ ed pension plan Supplemental executive retirement plan Other TOTAL 58 SYSCO CORPORATION - Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data NOTE 13 Company-Sponsored Employee Beneﬁ t Plans Sysco has company-sponsored deﬁ ned beneﬁ t and deﬁ ned contribution retirement plans for its employees. Also, the company provides certain health care beneﬁ ts to eligible retirees and their dependents. Sysco maintains a qualiﬁ ed pension plan (Retirement Plan) that pays beneﬁ ts to employees at retirement, using formulas based on a participant’s years of service and compensation. The company’s deﬁ ned contribution 401(k) plan provides that under certain circumstances the company may make matching contributions of up to 50% of the ﬁ rst 6% of a participant’s compensation. Sysco’s expense related to this plan was $17.2 million in ﬁ scal 2012, $19.8 million in ﬁ scal 2011, and $22.8 million in ﬁ scal 2010. At the end of ﬁ scal 2012, Sysco approved a plan to freeze future beneﬁ t accruals under the Retirement Plan as of December 31, 2012 for all U.S.-based salaried and non-union hourly employees. Effective January 1, 2013, these employees will be eligible for additional contributions under the company’s deﬁ ned contribution 401(k) plan. The measurements for the Retirement Plan at June 30, 2012 included the impact of the freeze. This resulted in the recognition of a curtailment gain as a component of actuarial loss arising in current year in other comprehensive loss. In addition to receiving beneﬁ ts upon retirement under the company’s Retirement Plan, key management personnel who are participants in the Management Incentive Plan will receive beneﬁ ts under a Supplemental Executive Retirement Plan (SERP). This plan is a nonqualiﬁ ed, unfunded supplementary retirement plan. Funded Status Accumulated pension assets measured against the obligation for pension beneﬁ ts represents the funded status of a given plan. The funded status of Sysco’s company-sponsored deﬁ ned beneﬁ t plans is presented in the table below. The caption “Pension Beneﬁ ts” in the tables below includes both the Retirement Plan and the SERP. (In thousands) Change in beneﬁ t obligation: Beneﬁ t obligation at beginning of year Service cost Interest cost Amendments Curtailments Actuarial loss, net Total disbursements Beneﬁ t obligation at end of year Change in plan assets: Fair value of plan assets at beginning of year Actual return on plan assets Employer contribution Total disbursements Fair value of plan assets at end of year FUNDED STATUS AT END OF YEAR Pension Beneﬁ ts Other Postretirement Plans June 30, 2012 July 2, 2011 June 30, 2012 July 2, 2011 $ 2,516,660 $ 108,223 147,512 8,705 (176,531) 625,890 (65,485) 3,164,974 2,106,313 31,597 162,444 (65,485) 2,234,869 $ (930,105) $ 2,212,304 $ 99,443 134,973 8,252 - 121,913 (60,225) 2,516,660 1,666,972 337,889 161,677 (60,225) 2,106,313 (410,347) $ 10,812 $ 457 632 - - 924 129 12,954 - - (129) 129 - (12,954) $ 8,461 396 524 987 - 157 287 10,812 - - (287) 287 - (10,812) In order to meet a portion of its obligations under the SERP, Sysco maintains life insurance policies on the lives of the participants with carrying values of $97.6 million as of June 30, 2012 and $170.0 million as of July 2, 2011. In the second quarter of ﬁ scal 2012, approximately $75.0 million of these policies were redeemed and corporate-owned real estate assets were substituted for these policies. These policies are not included as plan assets or in the funded status amounts in the tables above and below; rather, the assets are held in a rabbi trust and are therefore available to satisfy the claims of the company’s creditors in the event of bankruptcy or insolvency of the company. Sysco is the sole owner and beneﬁ ciary of such policies. The projected beneﬁ t obligation for the SERP of $473.1 million and $402.0 million as of June 30, 2012 and July 2, 2011, respectively, was included in Other long-term liabilities on the balance sheet. The amounts recognized on Sysco’s consolidated balance sheets related to its company-sponsored deﬁ ned beneﬁ t plans are as follows: (In thousands) Current accrued beneﬁ t liability (Accrued expenses) Non-current accrued beneﬁ t liability (Other long-term liabilities) NET AMOUNT RECOGNIZED June 30, 2012 July 2, 2011 June 30, 2012 July 2, 2011 $ $ (22,810) $ (907,295) (930,105) $ (22,426) (387,921) (410,347) $ $ (369) $ (12,585) (12,954) $ (336) (10,476) (10,812) Pension Beneﬁ ts Other Postretirement Plans SYSCO CORPORATION - Form 10-K 59 PART II ITEM 8 Financial Statements and Supplementary Data Accumulated other comprehensive loss (income) as of June 30, 2012 consists of the following amounts that had not, as of that date, been recognized in net beneﬁ t cost: (In thousands) Prior service cost Actuarial losses (gains) Transition obligation TOTAL Pension Beneﬁ ts Other Postretirement Plans $ $ 36,087 $ 1,303,582 - 1,339,669 $ 1,236 $ (3,543) 141 (2,166) $ Total 37,323 1,300,039 141 1,337,503 Accumulated other comprehensive loss (income) as of July 2, 2011 consists of the following amounts that had not, as of that date, been recognized in net beneﬁ t cost: (In thousands) Prior service cost Actuarial losses (gains) Transition obligation TOTAL Pension Beneﬁ ts Other Postretirement Plans $ $ 32,187 $ 784,382 - 816,569 $ 1,450 $ (4,798) 294 (3,054) $ Total 33,637 779,584 294 813,515 The accumulated beneﬁ t obligation, which does not consider any salary increases, for the company-sponsored deﬁ ned beneﬁ t pension plans was $3,078.5 million and $2,325.2 million as of June 30, 2012 and July 2, 2011, respectively. Information for plans with accumulated beneﬁ t obligation/aggregate beneﬁ t obligation in excess of fair value of plan assets is as follows: Pension Beneﬁ ts Other Postretirement Plans (In thousands) Accumulated beneﬁ t obligation/aggregate beneﬁ t obligation Fair value of plan assets at end of year (1) Information under Pension Benefits as of June 30, 2012 and July 2, 2011 includes both the Retirement Plan and the SERP. June 30, 2012 (1) $ 3,078,488 $ 2,234,869 July 2, 2011 (1) June 30, 2012 July 2, 2011 2,325,171 $ 2,106,313 12,954 $ - 10,812 - Components of Net Beneﬁ t Costs and Other Comprehensive Income The components of net company-sponsored pension costs for each ﬁ scal year are as follows: (In thousands) Service cost Interest cost Expected return on plan assets Amortization of prior service cost Amortization of actuarial loss NET PENSION COSTS The components of other postretirement beneﬁ t costs for each ﬁ scal year are as follows: (In thousands) Service cost Interest cost Amortization of prior service cost Amortization of actuarial gain Amortization of transition obligation NET OTHER POSTRETIREMENT BENEFIT COSTS Pension Beneﬁ ts 2012 2011 2010 (53 Weeks) 108,223 $ 147,512 (161,605) 4,806 60,166 159,102 $ 99,443 $ 134,973 (131,921) 3,960 79,952 186,407 $ 66,650 119,593 (104,860) 4,209 40,526 126,118 Other Postretirement Plans 2012 2011 2010 (53 Weeks) 457 $ 632 215 (331) 153 1,126 $ 396 $ 524 185 (388) 153 870 $ 328 562 185 (490) 153 738 $ $ $ $ Net company-sponsored pension costs decreased $27.3 million in ﬁ scal 2012 due primarily to higher returns on assets of Sysco’s Retirement Plan during ﬁ scal 2011. Net company-sponsored pension costs in ﬁ scal 2013 are expected to decrease by approximately $26.5 million over ﬁ scal 2012 due primarily to the freeze of the plan, partially offset by the impact of reduced discount rates and amortization of losses from unrecognized actuarial losses. 60 SYSCO CORPORATION - Form 10-K Other changes in plan assets and beneﬁ t obligations recognized in other comprehensive income (loss) related to company-sponsored pension plans for each PART II ITEM 8 Financial Statements and Supplementary Data ﬁ scal year are as follows: (In thousands) Amortization of prior service cost Amortization of actuarial loss Prior service cost arising in current year Actuarial (loss) gain arising in current year NET PENSION COSTS Pension Beneﬁ ts 2012 2011 2010 (53 Weeks) $ $ 4,806 $ 60,166 (8,706) (579,366) (523,100) $ 3,960 $ 79,952 (8,252) 84,055 159,715 $ 4,209 40,526 - (454,023) (409,288) Other changes in beneﬁ t obligations recognized in other comprehensive (loss) income related to other postretirement plans for each ﬁ scal year are as follows: (In thousands) Amortization of prior service cost Amortization of actuarial gain Amortization of transition obligation Prior service cost arising in current year Actuarial (loss) gain arising in current year NET PENSION COSTS Other Postretirement Plans 2012 2011 2010 (53 Weeks) 215 $ (331) 153 - (925) (888) $ 185 $ (388) 153 (987) (157) (1,194) $ 185 (490) 153 - (733) (885) $ $ Amounts included in accumulated other comprehensive loss (income) as of June 30, 2012 that are expected to be recognized as components of net company- sponsored beneﬁ t cost during ﬁ scal 2013 are: (In thousands) Amortization of prior service cost Amortization of actuarial losses (gains) Amortization of transition obligation TOTAL Employer Contributions Pension Beneﬁ ts Other Postretirement Plans $ $ 5,847 $ 76,086 - 81,933 $ 169 $ (203) 141 107 $ Total 6,016 75,883 141 82,040 The company made cash contributions to its company-sponsored pension plans of $162.4 million and $161.7 million in ﬁ scal years 2012 and 2011, respectively. The $140.0 million contribution to the Retirement Plan in ﬁ scal 2012 exceeded the minimum required contribution for the calendar 2011 plan year to meet ERISA minimum funding requirements. The $140.0 million contribution to the Retirement Plan in ﬁ scal 2011 was voluntary, as there was no minimum required contribution for the calendar 2010 plan year. There are no required contributions to the Retirement Plan to meet ERISA minimum funding requirements in ﬁ scal 2013. The company’s contributions to the SERP and other post-retirement plans are made in the amounts needed to fund current year beneﬁ t payments. The estimated ﬁ scal 2013 contributions to fund beneﬁ t payments for the SERP and other postretirement plans are $23.4 million and $0.4 million, respectively. Estimated Future Beneﬁ t Payments Estimated future beneﬁ t payments for vested participants, based on actuarial assumptions, are as follows: (In thousands) 2013 2014 2015 2016 2017 Subsequent ﬁ ve years Pension Beneﬁ ts Other Postretirement Plans $ 74,988 $ 82,762 92,032 102,279 113,637 732,601 378 523 743 921 1,063 6,169 SYSCO CORPORATION - Form 10-K 61 PART II ITEM 8 Financial Statements and Supplementary Data Assumptions Weighted-average assumptions used to determine beneﬁ t obligations as of year-end were: Discount rate — Retirement Plan Discount rate — SERP Discount rate — Other Postretirement Plans Rate of compensation increase — Retirement Plan June 30, 2012 July 2, 2011 4.81% 4.89 4.81 5.30 5.94% 5.93 5.94 5.30 For determining the beneﬁ t obligations as of June 30, 2012 and July 2, 2011, the SERP calculations utilized an age-graded salary growth assumption. Weighted-average assumptions used to determine net company-sponsored pension costs and other postretirement beneﬁ t costs for each ﬁ scal year were: Discount rate — Retirement Plan Discount rate — SERP Discount rate — Other Postretirement Plans Expected rate of return — Retirement Plan Rate of compensation increase — Retirement Plan 2012 2011 2010 5.94% 5.93 5.94 7.75 5.30 6.15% 6.35 6.32 8.00 5.30 8.02% 7.14 8.02 8.00 5.21 For determining the net pension costs related to the SERP for ﬁ scal 2012 and 2011, the SERP calculations utilized an age-graded salary growth assumption. The calculation for ﬁ scal 2010 utilized an age-graded salary growth assumption with reductions taken for determining ﬁ scal 2010 pay due to base salary freezes in effect for ﬁ scal 2010. A healthcare cost trend rate is not used in the calculations of postretirement beneﬁ t obligations because Sysco subsidizes the cost of postretirement medical coverage by a ﬁ xed dollar amount, with the retiree responsible for the cost of coverage in excess of the subsidy, including all future cost increases. For guidance in determining the discount rate, Sysco calculates the implied rate of return on a hypothetical portfolio of high-quality ﬁ xed-income investments for which the timing and amount of cash outﬂ ows approximates the estimated payouts of the company-sponsored pension plans. The discount rate assumption is reviewed annually and revised as deemed appropriate. The discount rate to be used for the calculation of ﬁ scal 2013 net company-sponsored beneﬁ t costs for the Retirement Plan is 4.81%. The discount rate to be used for the calculation of ﬁ scal 2013 net company-sponsored beneﬁ t costs for the SERP is 4.89%. The discount rate to be used for the calculation of ﬁ scal 2013 net company-sponsored beneﬁ t costs for the Other Postretirement Plans is 4.81%. The expected long-term rate of return on plan assets assumption is net return on assets assumption, representing gross return on assets less plan expenses. The expected return is derived from a mathematical asset model that incorporates assumptions as to the various asset class returns, reﬂ ecting a combination of rigorous historical performance analysis and the forward-looking views of the ﬁ nancial markets regarding the yield on bonds, the historical returns of the major stock markets and returns on alternative investments. The rate of return assumption is reviewed annually and revised as deemed appropriate. The expected long-term rate of return to be used in the calculation of ﬁ scal 2013 net company-sponsored beneﬁ t costs for the Retirement Plan is 7.75%. Plan Assets Investment Strategy The company’s overall strategic investment objectives for the Retirement Plan are to preserve capital for future beneﬁ t payments and to balance risk and return commensurate with ongoing changes in the valuation of plan liabilities. In order to accomplish these objectives, the company oversees the Retirement Plan’s investment objectives and policy design, decides proper plan asset class strategies and structures, monitors the performance of plan investment managers and investment funds and determines the proper investment allocation of pension plan contributions and withdrawals. The company has created an investment structure for the Retirement Plan that takes into account the nature of the Retirement Plan’s liabilities. This structure ensures the Retirement Plan’s investment are diversiﬁ ed within each asset class, in addition to being diversiﬁ ed across asset classes with the intent to build asset class portfolios that are structured without strategic bias for or against any subcategories within each asset class. The company has also created a set of investment guidelines for the Retirement Plan’s investment managers to specify prohibited transactions, including borrowing of money except for real estate portfolios or private equity portfolios where leverage is a key component of the investment strategy and permitted in the investments’ governing documents, the purchase of securities on margin unless fully collateralized by cash or cash equivalents or short sales, pledging, mortgaging or hypothecating of any securities except for loans of securities that are fully collateralized, market timing transactions and the direct purchase of the securities of Sysco or the investment manager. The purchase or sale of derivatives for speculation or leverage is also prohibited; however, investment managers are allowed to use derivative securities so long as they do not increase the risk proﬁ le or leverage of the manager’s portfolio. 62 SYSCO CORPORATION - Form 10-K The company’s target and actual investment allocation as of June 30, 2012 is as follows: U.S. equity International equity Core ﬁ xed income Long duration ﬁ xed income High yield ﬁ xed income Alternative investments PART II ITEM 8 Financial Statements and Supplementary Data Target Asset Allocation Range 23 - 31% 23 - 31 11 - 17 10 - 18 7 - 11 5 - 15 Actual Asset Allocation 31% 30 12 15 9 3 100% Sysco’s investment strategy is implemented through a combination of balanced and specialist investment managers, passive investment funds and actively- managed investment funds. U.S. equity consists of both large-cap and small-to-mid-cap securities. Core ﬁ xed income investments include intermediate range U.S. government and agency securities, corporate bonds from diversiﬁ ed industries, asset-backed securities, mortgage-backed securities, other debt securities and derivative securities. Long duration ﬁ xed income investments include U.S. government and agency securities, corporate bonds from diversiﬁ ed industries, asset-backed securities, mortgage-backed securities, other debt securities and derivative securities. High yield ﬁ xed income consists of below investment grade corporate debt securities and may include derivative securities. Alternative investments may include private equity, private real estate, timberland, and commodities investments. Investment funds are selected based on each fund’s stated investment strategy to align with Sysco’s overall target mix of investments. Actual asset allocation is regularly reviewed and periodically rebalanced to the target allocation when considered appropriate. As of June 30, 2012, actual asset allocation varied from the stated target in certain categories, as alternative investment funding, primarily in private equity funds require contributions over a multi-year period. Until such capital is required, the company has chosen to invest these amounts in U.S. and international equities. As discussed above, the Retirement Plan’s investments in equity, ﬁ xed income and alternative investments provide a range of returns and also expose the plan to investment risk. However, the investment policies put in place by the company require diversiﬁ cation of plan assets across issuers, industries and countries. As such, the Retirement Plan does not have signiﬁ cant concentrations of risk in plan assets. Fair Value of Plan Assets Fair value is deﬁ ned as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. an exit price). See Note 4, “Fair Value Measurements,” for a description of the fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The following is a description of the valuation methodologies used for assets and liabilities measured at fair value. Cash and cash equivalents: Valued at amortized cost, which approximates fair value. Cash and cash equivalents is included as a Level 2 measurement in the table below. Equity securities: Valued at the closing price reported on the exchange market. If a stock is not listed on a public exchange, such as an American Depository Receipt or some preferred stocks, the stock is valued using an evaluated bid price based on a compilation of observable market information. Inputs used include yields, the underlying security “best price”, adjustments for corporate actions and exchange prices of underlying and common stock of the same issuer. Equity securities valued at the closing price reported on the exchange market are classiﬁ ed as a Level 1 measurement in the table below; all other equity securities are included as a Level 2 measurement. Fixed income securities: Valued using evaluated bid prices based on a compilation of observable market information or a broker quote in a non-active market. Inputs used vary by type of security, but include spreads, yields, rate benchmarks, rate of prepayment, cash ﬂ ows, rating changes and collateral performance and type. All ﬁ xed income securities are included as a Level 2 measurement in the table below. Investment funds: Valued at the net asset value (NAV) provided by the manager of each fund. The NAV is calculated as the underlying net assets owned by the fund, divided by the number of shares outstanding. The NAV is based on the fair value of the underlying securities within the fund. The real estate funds are valued at the NAV of shares held by the Retirement Plan, which is based on the valuations of the underlying real estate investments held by each fund. Each real estate investment is valued on the basis of a discounted cash ﬂ ow approach. Inputs used include future rental receipts, expenses and residual values from a market participant view of the highest and best use of the real estate as rental property. All investment funds, with the exception of the real estate funds and private equity funds, are included as a Level 2 measurement in the table below. The real estate funds and private equity funds are included as Level 3 measurements. SYSCO CORPORATION - Form 10-K 63 PART II ITEM 8 Financial Statements and Supplementary Data Derivatives: Valuation method varies by type of derivative security. • Credit default and interest rate swaps: Valued using evaluated bid prices based on a compilation of observable market information. Inputs used for credit default swaps include spread curves and trade data about the credit quality of the counterparty. Inputs used for interest rate swaps include benchmark yields, swap curves, cash ﬂ ow analysis, and interdealer broker rates. Credit default and interest rate swaps are included as a Level 2 measurement in the table below. • Foreign currency contracts: Valued using a standardized interpolation model that utilizes the quoted prices for standard-length forward foreign currency contracts and adjusts to the remaining term outstanding on the contract being valued. Foreign currency contracts are included as a Level 2 measurement in the table below. • Futures and option contracts: Valued at the closing price reported on the exchange market for exchange-traded futures and options. Over-the-counter options are valued using pricing models that are based on observable market information. Exchange-traded futures and options are included as a Level 1 measurement in the table below; over-the-counter options are included as a Level 2 measurement. The following table presents the fair value of the Retirement Plan’s assets by major asset category as of June 30, 2012: Assets Measured at Fair Value as of June 30, 2012 Level 1 Level 2 Level 3 Total $ - $ 44,904 $ - $ 44,904 143,544 133,388 - - - - - 192 (16) - - - - - - - - - - 414,048 - 670,139 43,690 85,391 11,937 106,722 17,248 (6) 143,825 119,947 9,946 22,014 18,126 12,813 (43) 205,984 - - $ 277,108 $ 1,926,685 $ - - - - - - - - - - - - - - - - - 557,592 133,388 670,139 43,690 85,391 11,937 106,722 17,440 (22) 143,825 119,947 9,946 22,014 18,126 12,813 (43) 205,984 51,097 5,295 56,392 $ $ 51,097 5,295 2,260,185 (25,316) 2,234,869 Total investments at fair value Other (5) FAIR VALUE OF PLAN ASSETS AT END OF YEAR (1) (2) (3) (4) Include direct investments and investment funds. Include investments in investment funds only. Include credit default swaps, interest rate swaps, and futures. The fair value of asset positions totaled $0.3 million; the fair value of liability positions totaled $0.3 million. Include credit default swaps, interest rate swaps, foreign currency contracts, futures and options. The fair value of asset positions totaled $0.5 million; the fair value of liability positions totaled $0.6 million. Include primarily plan receivables and payables, net. (5) (In thousands) Cash and cash equivalents (1) U.S. equity: U.S. large-cap (1) U.S. small-to-mid-cap International equity (2) Core ﬁ xed income: U.S. government and agency securities Corporate bonds (1) Asset-backed securities Mortgage-backed securities, net (1) Other (1) Derivatives, net (3) Long duration ﬁ xed income: U.S. government and agency securities Corporate bonds Mortgage-backed securities Municipal bonds Sovereign debt Other (1) Derivatives, net (4) High yield ﬁ xed income (2) Alternative investments: Real estate (2) Private equity (2) 64 SYSCO CORPORATION - Form 10-K The following table presents the fair value of the Retirement Plan’s assets by major asset category as of July 2, 2011: PART II ITEM 8 Financial Statements and Supplementary Data (In thousands) Cash and cash equivalents (1) U.S. equity: U.S. large-cap (1) U.S. small-to-mid-cap International equity (2) Core ﬁ xed income: U.S. government and agency securities Corporate bonds (1) Asset-backed securities Mortgage-backed securities, net (3) Other (1) Derivatives, net (4) Long duration ﬁ xed income: U.S. government and agency securities Corporate bonds Mortgage-backed securities Municipal bonds Sovereign debt Other (1) Derivatives, net (5) High yield ﬁ xed income (2) Alternative investments: Real estate (2) Private equity (2) Assets Measured at Fair Value as of July 2, 2011 Level 1 Level 2 Level 3 Total $ - $ 112,217 $ - $ 112,217 139,048 166,890 117,655 - - - - 204 (34) - - - - - - 280 - - - 357,712 - 455,811 62,691 80,379 8,704 129,941 17,296 (340) 79,970 139,916 11,810 18,786 10,552 12,529 512 191,583 - - $ 424,043 $ 1,690,069 $ - - - - - - - - - - - - - - - - - 496,760 166,890 573,466 62,691 80,379 8,704 129,941 17,500 (374) 79,970 139,916 11,810 18,786 10,552 12,529 792 191,583 30,615 1,480 32,095 $ $ 30,615 1,480 2,146,207 (39,894) 2,106,313 Total investments at fair value Other (6) FAIR VALUE OF PLAN ASSETS AT END OF YEAR (1) (2) (3) (4) (5) Include direct investments and investment funds. Include investments in investment funds only. Include direct investments, investment funds and forward settling sales. Include credit default swaps, interest rate swaps and futures. The fair value of asset positions totaled $8.6 million; the fair value of liability positions totaled $9.0 million. Include credit default swaps, interest rate swaps, foreign currency contracts, futures and options. The fair value of asset positions totaled $1.1 million; the fair value of liability positions totaled $0.3 million. Include primarily plan receivables and payables, net. (6) The following table sets forth a summary of changes in the fair value of the Retirement Plan’s Level 3 assets for each ﬁ scal year: (In thousands) Balance, July 3, 2010 Actual return on plan assets: Relating to assets still held at the reporting date Relating to assets sold during the period Purchases and sales, net Transfers in and/or out of Level 3 Balance, July 2, 2011 Actual return on plan assets: Relating to assets still held at the reporting date Relating to assets sold during the period Purchases and sales, net Transfers in and/or out of Level 3 BALANCE, JUNE 30, 2012 Real Estate Funds Private Equity Funds Total Level 3 Measurements 17,065 - $ $ 17,065 $ 3,371 - 10,179 - $ 30,615 $ 2,155 - 18,327 - $ 51,097 $ 72 - 1,408 - 1,480 $ (14) - 3,829 - 5,295 $ 3,443 - 11,587 - 32,095 2,141 - 22,156 - 56,392 SYSCO CORPORATION - Form 10-K 65 PART II ITEM 8 Financial Statements and Supplementary Data NOTE 14 Multiemployer Employee Beneﬁ t Plans Deﬁ ned Beneﬁ t Pension Plans Sysco contributes to several multiemployer deﬁ ned beneﬁ t pension plans in the United States and Canada based on obligations arising under collective bargaining agreements covering union-represented employees. Sysco does not directly manage these multiemployer plans, which are generally managed by boards of trustees, half of whom are appointed by the unions and the other half by other employers contributing to the plan. Approximately 10% of Sysco’s current employees are participants in such multiemployer plans as of June 30, 2012. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects: • Assets contributed to the multiemployer plan by one employer may be used to provide beneﬁ ts to employees of other participating employers. • If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. • If Sysco chooses to stop participating in some of its multiemployer plans, Sysco may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. Based upon the information available from plan administrators, management believes that several of these multiemployer plans are underfunded. In addition, pension-related legislation in the United States requires underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their underfunding. As a result, Sysco expects its contributions to these plans to increase in the future. In addition, if a United States multiemployer deﬁ ned beneﬁ t plan fails to satisfy certain minimum funding requirements, the IRS may impose a nondeductible excise tax of 5% on the amount of the accumulated funding deﬁ ciency for those employers contributing to the fund. Withdrawal Activity Sysco has voluntarily withdrawn from various multiemployer pension plans. Total withdrawal liability provisions recorded include $21.9 million in ﬁ scal 2012, $41.5 million in ﬁ scal 2011 and $2.9 million in ﬁ scal 2010. As of June 30, 2012 and July 2, 2011, Sysco had approximately $30.7 million and $42.4 million, respectively, in liabilities recorded related to certain multiemployer deﬁ ned beneﬁ t plans for which Sysco’s voluntary withdrawal had already occurred. Recorded withdrawal liabilities are estimated at the time of withdrawal based on the most recently available valuation and participant data for the respective plans; amounts are subsequently adjusted to the period of payment to reﬂ ect any changes to these estimates. If any of these plans were to undergo a mass withdrawal, as deﬁ ned by the Pension Beneﬁ t Guaranty Corporation, within a two year time frame from the point of our withdrawal, Sysco could have additional liability. The company does not currently believe any mass withdrawals are probable to occur in the applicable two year time frame relating to the plans from which Sysco has voluntarily withdrawn. Potential Withdrawal Liability Under current law regarding multiemployer deﬁ ned beneﬁ t plans, a plan’s termination, Sysco’s voluntary withdrawal, or the mass withdrawal of all contributing employers from any underfunded multiemployer deﬁ ned beneﬁ t plan would require Sysco to make payments to the plan for Sysco’s proportionate share of the multiemployer plan’s unfunded vested liabilities. Generally, Sysco does not have the greatest share of liability among the participants in any of the plans in which it participates. Sysco believes that one of the above-mentioned events is reasonably possible with certain plans in which it participates and estimates its share of withdrawal liability for these plans could have been as much as $100.0 million as of June 30, 2012. This estimate excludes plans for which Sysco has recorded withdrawal liabilities or where the likelihood of the above-mentioned events is deemed remote. This estimate is based on the information available from plan administrators, which has valuation dates ranging from December 31, 2009 to December 31, 2010. The majority of these plans have a valuation date of calendar year-end and therefore the estimate results from plans for which the valuation date was December 31, 2010; therefore, the company’s estimate reﬂ ects the condition of the ﬁ nancial markets as of that date. Due to the lack of current information, management believes Sysco’s current share of the withdrawal liability could materially differ from this estimate. Plan Contributions Sysco’s contributions to multiemployer deﬁ ned beneﬁ t pension plans were as follows for each ﬁ scal year: (In thousands) Individually signiﬁ cant plans All other plans TOTAL CONTRIBUTIONS 2012 2011 2010 (53 Weeks) $ $ 63,718 $ 4,390 68,108 $ 30,180 $ 3,835 34,015 $ 47,483 4,216 51,699 Payments for voluntary withdrawals included in contributions were $33.6 million, zero and $17.4 million in ﬁ scal 2012, 2011 and 2010, respectively. 66 SYSCO CORPORATION - Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data Individually Signiﬁ cant Plans The information in the following tables relates to multiemployer deﬁ ned beneﬁ t pension plans which Sysco has determined to be individually signiﬁ cant to the company. To determine individually signiﬁ cant plans, the company evaluated several factors, including Sysco’s signiﬁ cance to the plan in terms of employees and contributions, the funded status of the plan and the size of company’s potential withdrawal liability if it were to voluntarily withdraw from the plan. The following table provides information about the funded status of individually signiﬁ cant plans: • The “EIN-PN” column provides the Employer Identiﬁ cation Number (EIN) and the three-digit plan number (PN). • The “Pension Protection Act Zone Status” columns provide the two most recent Pension Protection Act zone statuses available from each plan. The zone status is based on information that the company received from the plan’s administrators and is certiﬁ ed by each plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the orange zone are both less than 80% funded and have an accumulated funding deﬁ ciency or are expected to have a deﬁ ciency in any of the next six plan years, plans in the yellow zone are less than 80% funded and plans in the green zone are at least 80% funded. • The “FIP/RP Status” column indicates whether a ﬁ nancial improvement plan (FIP) for yellow/orange zone plans or a rehabilitation plan (RP) for red zone plans is pending or implemented in the current year or was put in place in a prior year. A status of “Pending” indicates a FIP/RP has been approved but actual period covered by the FIP/RP has not begun. A status of “Implemented” means the period covered by the FIP/RP began in the current year or is ongoing. • The “Surcharge Imposed” column indicates whether a surcharge was paid during the most recent annual period presented for the company’s contributions to each plan in the red zone. If the company’s current collective bargaining agreement (CBA) with a plan satisﬁ es the requirements of a pending but not yet implemented RP, then the payment of surcharges is not required and “No” will be reﬂ ected in this column. If the company’s current collective bargaining agreement (CBA) with a plan does not yet satisfy the requirements of a pending but not yet implemented RP, then the payment of surcharges is required and “Yes” will be reﬂ ected in this column. Pension Protection Act Zone Status As of 12/31/12 As of 12/31/11 Green Surcharge Imposed Expiration Date(s) of CBA(s) Red Green 36-6044243-001 FIP/RP Status N/A EIN-PN 91-6145047-001 Pension Fund Western Conference of Teamsters Pension Plan (1) Central States, Southeast and Southwest Areas Pension Fund Teamsters Pension Trust Fund of Philadelphia and Vicinity (2) New York State Teamsters Conference Pension and Retirement Fund Truck Drivers and Helpers Local Union No. 355 Retirement Pension Fund (3) Cleveland Bakers and Teamsters Pension Fund (4) Minneapolis Food Distributing Industry Pension Plan (1) (1) This plan has elected to utilize special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010. There were no 7/19/13 to 7/31/16(6) 4/30/14 9/1/12 to 10/31/16(5) Yellow Implemented 16-6063585-074 23-1511735-001 34-0904419-001 52-6043608-001 41-6047047-001 Implemented Implemented Pending Pending Pending 8/10/13 6/30/17 3/1/15 3/2/13 Yellow Yellow Yellow Yellow Yellow Red Red Red Red Red N/A N/A N/A N/A Yes No No changes to the plan’s zone status as of December 31, 2011 as a result of this election. (2) This plan has elected to utilize special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010. Absent this election, the plan’s zone status under the Pension Protection Act would have been orange as of December 31, 2011. (3) This plan has elected to utilize special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010. Absent this election, (4) the plan’s zone status under the Pension Protection Act would have been red as of December 31, 2011. In June 2012, the union members of one of the company’s subsidiaries voted to withdraw from this plan and join Sysco’s company-sponsored Retirement Plan. This action triggered a withdrawal from the multiemployer pension plan. As such, the company is no longer making regular contributions to this plan effective with the newly effective CBA beginning in fiscal 2013. In addition, this plan has elected to utilize special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010. There were no changes to the plan’s zone status as of December 31, 2011 as a result of this election. (5) Sysco is party to 22 CBAs that require contributions to the Western Conference of Teamsters Pension Trust. Each agreement covers anywhere from 1% to 12% of the total contributions Sysco is required to pay the fund. (6) Sysco is party to three CBAs that require contributions to the Teamsters Pension Trust Fund of Philadelphia and Vicinity. One agreement expires July 19, 2013 and covers approximately 50% of the total contributions Sysco is required to pay the fund. The remaining two agreements expire July 31, 2016 and cover the remaining 50% of the total contributions Sysco is required to pay the fund. SYSCO CORPORATION - Form 10-K 67 PART II ITEM 8 Financial Statements and Supplementary Data The following table provides information about the company’s contributions to individually signiﬁ cant plans: • The “Sysco Contributions” columns provide contribution amounts based on Sysco’s ﬁ scal years, which may not coincide with the plans’ ﬁ scal years. • The “Sysco 5% of Total Plan Contributions” columns indicate whether Sysco was listed in the plan’s most recently ﬁ led Form 5500s as providing more than ﬁ ve percent of the total contributions to the plan, and the plan year-end is noted. As of the date these ﬁ nancial statements were ﬁ led with the SEC, Form 5500s were not available for plan years ending December 31, 2011. Pension Fund (In thousands) Western Conference of Teamsters Pension Plan $ Central States, Southeast and Southwest Areas Pension Fund Teamsters Pension Trust Fund of Philadelphia and Vicinity New York State Teamsters Conference Pension and Retirement Fund Truck Drivers and Helpers Local Union No. 355 Retirement Pension Fund Cleveland Bakers and Teamsters Pension Fund Minneapolis Food Distributing Industry Pension Plan Sysco Contributions 2012 2011 19,829 $ 33,032 2,227 1,395 19,490 $ 1,835 2,009 1,366 19,051 19,795 1,922 1,449 1,490 1,358 1,397 1,189 4,556 1,149 2,973 1,027 2,842 No No No No Yes Yes Yes No No No No Yes No Yes Sysco 5% of Total Plan Contributions 2010 (53 Weeks) Year Ending 12/31/10 Year Ending 12/31/09 For all of the plans noted in the table above, minimum contributions outside of the agreed upon contractual rate are not required. Other Postretirement Beneﬁ t Plans In addition to the contributions to the deﬁ ned beneﬁ t pension plans described above, Sysco also contributes to several multiemployer plans that provide other postretirement beneﬁ ts based on obligations arising under collective bargaining agreements covering union-represented employees. These plans may provide medical, pharmacy, dental, vision, mental health and other beneﬁ ts to active employees and retirees as determined by the trustees of each plan. Sysco contributed to these plans $25.5 million in ﬁ scal 2012, $23.9 million in ﬁ scal 2011 and $22.7 million in ﬁ scal 2010. There have been no signiﬁ cant changes that affect the comparability of ﬁ scal 2012, ﬁ scal 2011 and ﬁ scal 2010 contributions. NOTE 15 Earnings Per Share Basic earnings per share has been computed by dividing net earnings by the weighted average number of shares of common stock outstanding for each respective year. Diluted earnings per share has been computed by dividing net earnings by the weighted average number of shares of common stock outstanding during those respective years adjusted for the dilutive effect of share-based awards outstanding using the treasury stock method. The two-class method is also utilized for the computation of earnings per share. The two-class method requires a portion of net income to be allocated to participating securities, which are unvested awards of share-based compensation with non-forfeitable rights to receive dividends or dividend equivalents, if declared. Net earnings allocated to these participating securities are excluded from net earnings allocated to common shares and were insigniﬁ cant in ﬁ scal 2012, 2011 and 2010. A reconciliation of the numerators and the denominators of the basic and diluted earnings per share computations for the periods presented follows: (In thousands, except for share and per share data) Numerator: Net earnings Denominator: Weighted-average basic shares outstanding Dilutive effect of share-based awards Weighted-average diluted shares outstanding BASIC EARNINGS PER SHARE: DILUTED EARNINGS PER SHARE: 2012 2011 2010 (53 Weeks) $ 1,121,585 $ 1,152,030 $ 1,179,983 587,726,343 1,265,098 588,991,441 586,526,142 2,165,404 588,691,546 $ $ 1.91 $ 1.90 $ 1.96 $ 1.96 $ 592,157,221 1,432,821 593,590,042 1.99 1.99 The number of options that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 49,100,000, 50,700,000 and 58,200,000 for ﬁ scal 2012, 2011 and 2010, respectively. Dividends declared were $628.0 million, $604.5 million and $585.7 million in ﬁ scal 2012, 2011 and 2010, respectively. Included in dividends declared for each year were dividends declared but not yet paid at year-end of approximately $159.4 million, $155.0 million and $148.0 million in ﬁ scal 2012, 2011 and 2010, respectively. 68 SYSCO CORPORATION - Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data NOTE 16 Comprehensive Income Comprehensive income is net earnings plus certain other items that are recorded directly to shareholders’ equity, such as foreign currency translation adjustments, amounts related to cash ﬂ ow hedging arrangements and certain amounts related to pension and other postretirement plans. Comprehensive income was $718.7 million, $1,372.3 million and $977.7 million in ﬁ scal 2012, 2011 and 2010, respectively. A summary of the components of other comprehensive (loss) income and the related tax effects for each of the years presented is as follows: (In thousands) Foreign currency translation adjustment Amortization of cash ﬂ ow hedges Settlement of cash ﬂ ow hedge Amortization of prior service cost Amortization of actuarial loss (gain), net Amortization of transition obligation Prior service cost arising in current year Actuarial (loss) gain, net arising in current year TOTAL OTHER COMPREHENSIVE (LOSS) INCOME (In thousands) Foreign currency translation adjustment Amortization of cash ﬂ ow hedge Amortization of prior service cost Amortization of actuarial loss (gain), net Amortization of transition obligation Prior service cost arising in current year Actuarial (loss) gain, net arising in current year TOTAL OTHER COMPREHENSIVE (LOSS) INCOME (In thousands) Foreign currency translation adjustment Amortization of cash ﬂ ow hedge Amortization of prior service cost Amortization of actuarial loss (gain), net Amortization of transition obligation Actuarial (loss) gain, net arising in current year TOTAL OTHER COMPREHENSIVE (LOSS) INCOME Before Tax Amount 2012 Tax Net of Tax Amount (81,003) $ 692 722 5,021 59,835 153 (8,706) (580,291) (603,577) $ - $ 266 277 1,928 22,975 60 (3,343) (222,832) (200,669) $ (81,003) 426 445 3,093 36,860 93 (5,363) (357,459) (402,908) Before Tax Amount 2011 Tax Net of Tax Amount 122,217 $ 696 4,145 79,564 153 (9,239) 83,898 281,434 $ - $ 268 1,592 30,551 60 (3,547) 32,217 61,141 $ 122,217 428 2,553 49,013 93 (5,692) 51,681 220,293 Before Tax Amount 2010 (53 Weeks) Tax 49,973 $ 695 4,394 40,037 153 (454,756) (359,504) $ - $ 267 1,687 15,373 60 (174,626) (157,239) $ Net of Tax Amount 49,973 428 2,707 24,664 93 (280,130) (202,265) $ $ $ $ $ $ SYSCO CORPORATION - Form 10-K 69 PART II ITEM 8 Financial Statements and Supplementary Data The following table provides a summary of the changes in accumulated other comprehensive (loss) income for the years presented: (In thousands) Balance as of June 27, 2009 Foreign currency translation adjustment Amortization of cash ﬂ ow hedge Amortization of prior service cost Amortization of actuarial loss (gain), net Amortization of transition obligation Actuarial (loss) gain, net, arising in current year Balance as of July 3, 2010 Foreign currency translation adjustment Amortization of cash ﬂ ow hedge Amortization of prior service cost Amortization of actuarial loss (gain), net Amortization of transition obligation Prior service cost arising in current year Actuarial (loss) gain, net, arising in current year Balance as of July 2, 2011 Foreign currency translation adjustment Amortization of cash ﬂ ow hedges Settlement of cash ﬂ ow hedge Amortization of prior service cost Amortization of actuarial loss (gain), net Amortization of transition obligation Prior service cost arising in current year Actuarial (loss) gain, net, arising in current year BALANCE AS OF JUNE 30, 2012 Pension and Other Postretirement Beneﬁ t Plans, net of tax Foreign Currency Translation Interest Rate Swap, net of tax Total $ $ (346,107) - - 2,707 24,664 93 (280,130) (598,773) - - 2,553 49,013 93 (5,692) 51,681 (501,125) - - - 3,093 36,860 93 (5,363) (357,459) (823,901) $ $ 79,562 $ 49,973 - - - - - 129,535 122,217 - - - - - - 251,752 (81,003) - - - - - - - 170,749 $ (11,441) $ - 428 - - - - (11,013) - 428 - - - - - (10,585) - 426 445 - - - - - (9,714) $ (277,986) 49,973 428 2,707 24,664 93 (280,130) (480,251) 122,217 428 2,553 49,013 93 (5,692) 51,681 (259,958) (81,003) 426 445 3,093 36,860 93 (5,363) (357,459) (662,866) NOTE 17 Share-Based Compensation Sysco provides compensation beneﬁ ts to employees and non-employee directors under several share-based payment arrangements including various employee stock option plans, the Employees’ Stock Purchase Plan, the Management Incentive Plan and various non-employee director plans. Stock Incentive Plans In November 2009, Sysco’s 2007 Stock Incentive Plan was amended and provides for the issuance of up to 55,000,000 shares of Sysco common stock for share-based awards to ofﬁ cers and other employees of the company. Of the 55,000,000 authorized shares, the full 55,000,000 shares may be issued as options or stock appreciation rights and up to 10,000,000 shares may be issued as restricted stock, restricted stock units or other types of stock-based awards. To date, Sysco has issued options, restricted stock and restricted stock units under this plan. Vesting requirements for awards under this plan will vary by individual grant and may include either time-based vesting or time-based vesting subject to acceleration based on performance criteria for ﬁ scal periods of at least one year. The contractual life of all options granted under this plan will be no greater than seven years. As of June 30, 2012, there were 17,224,939 remaining shares authorized and available for grant in total under the amended 2007 Stock Incentive Plan, of which the full 17,224,939 shares may be issued as options or stock appreciation rights, or as a combination of up to 7,189,123 shares that may be issued as restricted stock, restricted stock units or other types of stock-based awards with the remainder available for issuance as options or stock appreciation rights. Sysco has also granted employee options under several previous employee stock option plans for which previously granted options remain outstanding as of June 30, 2012. No new options will be issued under any of the prior plans, as future grants to employees will be made through the amended 2007 Stock Incentive Plan or subsequently adopted plans. Vesting requirements for awards under these plans vary by individual grant and include either time- based vesting or time-based vesting subject to acceleration based on performance criteria. The contractual life of all options granted under these plans through July 3, 2004 is 10 years; options granted after July 3, 2004 have a contractual life of seven years. In November 2009, Sysco’s 2009 Non-Employee Directors Stock Plan was adopted and provides for the issuance of up to 750,000 shares of Sysco common stock for share-based awards to non-employee directors. The authorized shares may be granted as restricted stock, restricted stock units, elected shares or additional shares. In addition, options and unvested common shares also remained outstanding as of June 30, 2012 under previous non-employee director stock plans. No further grants will be made under these previous plans, as all future grants to non-employee directors will be made through the 2009 Non-Employee Directors Stock Plan or subsequently adopted plans. Vesting requirements for awards under these plans vary 70 SYSCO CORPORATION - Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data by individual grant and include either time-based vesting or vesting based on performance criteria. The contractual life of all options granted under these plans through July 3, 2004 is 10 years; options granted after July 3, 2004 have a contractual life of seven years. As of June 30, 2012, there were 554,828 remaining shares authorized and available for grant in total under the 2009 Non-Employee Directors Stock Plan. Stock Options Sysco’s option awards are subject to graded vesting over a service period. Sysco recognizes compensation cost on a straight-line basis over the requisite service period for the entire award. In addition, certain of Sysco’s options provide that the options continue to vest as if the optionee continued to be an employee or director if the optionee meets certain age and years of service thresholds upon retirement. In these cases, Sysco will recognize compensation cost for such awards over the period from the grant date to the date the employee or director ﬁ rst becomes eligible to retire with the options continuing to vest after retirement. 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 assumptions for the periods indicated are noted in the following table. Expected volatility is based on historical volatility of Sysco’s stock, implied volatilities from traded options on Sysco’s stock and other factors. Sysco utilizes historical data to estimate option exercise and employee termination behavior within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. Expected dividend yield is estimated based on the historical pattern of dividends and the average stock price for the year preceding the option grant. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The following weighted-average assumptions were used for each ﬁ scal year presented: Dividend yield Expected volatility Risk-free interest rate Expected life 2012 3.7% 23.4 1.0 5.4 years 2011 3.5% 23.4 1.2 5.0 years 2010 3.6% 25.4 2.3 4.9 years The following summary presents information regarding outstanding options as of June 30, 2012 and changes during the ﬁ scal year then ended with regard to options under all stock incentive plans: Outstanding as of July 2, 2011 Granted Exercised Forfeited Expired OUTSTANDING AS OF JUNE 30, 2012 VESTED OR EXPECTED TO VEST AS OF JUNE 30, 2012 EXERCISABLE AS OF JUNE 30, 2012 Shares Under Option 67,392,308 $ 7,015,952 (2,467,747) (762,556) (11,953,731) 59,224,226 $ 58,805,665 $ $ 37,893,930 Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) 30.05 27.82 26.70 27.98 30.55 29.85 29.86 30.93 2.78 $ 2.77 $ 1.52 $ 65,617 64,803 21,052 The total number of employee options granted was 7,015,952, 7,190,250 and 8,494,200 in ﬁ scal years 2012, 2011 and 2010, respectively. During ﬁ scal 2012, 2,898,854 options were granted to 11 executive ofﬁ cers and 4,117,098 options were granted to approximately 180 other key employees. During ﬁ scal 2011, 1,423,000 options were granted to 11 executive ofﬁ cers and 5,767,250 options were granted to approximately 1,500 other key employees. During ﬁ scal 2010, 1,451,500 options were granted to 12 executive ofﬁ cers and 7,042,700 options were granted to approximately 1,600 other key employees. The weighted average grant-date fair value of options granted in ﬁ scal 2012, 2011 and 2010 was $3.69, $3.96 and $4.53, respectively. The total intrinsic value of options exercised during ﬁ scal 2012, 2011 and 2010 was $8.3 million, $45.5 million and $16.3 million, respectively. Restricted Stock Units During ﬁ scal 2012, 2011 and 2010, 1,528,734, 656,000 and 652,300 restricted stock units, respectively, were granted to employees that will vest ratably over a three-year period. Some of these restricted stock units were granted with dividend equivalents. The fair value of each restricted stock unit award granted with a dividend equivalent is based on the company’s stock price as of the date of grant. For restricted stock unit awards 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 share of restricted stock units granted during ﬁ scal 2012, 2011 and 2010 was $27.35, $28.72 and $27.24, respectively. The total fair value of restricted stock units vested during ﬁ scal 2012 and 2011 was $11.8 million and $6.2 million, respectively. There were no vestings of restricted stock units in ﬁ scal 2010. SYSCO CORPORATION - Form 10-K 71 PART II ITEM 8 Financial Statements and Supplementary Data Restricted Stock In ﬁ scal 2009, 75,822 shares of restricted stock were granted to an executive ofﬁ cer. The fair value of these shares was $23.74 per share, which was based on the stock price on the grant date. These shares were to vest ratably over a three-year period. In ﬁ scal 2010, this executive ofﬁ cer announced his retirement, and 37,911 of the shares were forfeited according to the terms of the agreement. The remaining shares have vested according to the terms of the agreement as amended in connection with the executive ofﬁ cer’s retirement. The total fair value of restricted stock vested during ﬁ scal 2011 and 2010 was $0.4 million and $0.7 million, respectively. There were no vestings of restricted stock in ﬁ scal 2012. Non-Employee Director Awards The 2009 Non-Employee Directors Stock Plan, as well as previous plans, provides for the issuance of restricted awards to current non-employee directors. During ﬁ scal 2012, 2011 and 2010, 63,657, 60,973 and 58,310 shares, respectively, of restricted awards were granted to non-employee directors. The awards granted in ﬁ scal 2012 and 2011 vest over a one-year period, and the awards granted in ﬁ scal 2010 vest over a three-year period. Beginning in ﬁ scal 2011, the non-employee directors may elect to receive these awards in restricted stock shares that will vest at the end of the award’s stated vesting period or as deferred units which convert into shares of Sysco common stock upon a date selected by the non-employee director that is subsequent to the award’s stated vesting date. The fair value of the restricted awards is based on the company’s stock price as of the date of grant. The weighted average grant-date fair value of the shares granted during ﬁ scal 2012, 2011 and 2010 was $27.65, $28.87 and $27.44, respectively. The total fair value of restricted stock shares vested and deferred units distributed during ﬁ scal 2012, 2011 and 2010 was $2.2 million, $1.7 million and $1.4 million, respectively. Restricted stock shares are valued on their vesting date. Vested deferred units are valued on their subsequent conversion and distribution date. Under the 2009 Non-Employee Directors Stock Plan, non-employee directors may elect to receive up to 100% of their annual directors’ fees in Sysco common stock on either an annual or deferred basis. Previous plans allowed for the election to receive up to 50% of annual directors’ fees in Sysco common stock. Sysco provides a matching grant of 50% of the number of shares received for the stock election subject to certain limitations. As a result of such elections, a total of 31,397, 27,979 and 23,111 shares with a weighted-average grant date fair value of $28.46, $29.26 and $24.42 per share were issued in ﬁ scal 2012, 2011 and 2010, respectively, in the form of fully vested common stock or deferred units. The total fair value of common stock issued as a result of election shares and deferred units distributed during ﬁ scal 2012, 2011 and 2010 was $0.5 million, $0.4 million and $0.6 million, respectively. Common stock shares are valued on their vesting date. Vested deferred units are valued on their subsequent conversion and distribution date. As of June 30, 2012, there were 42,040 fully vested deferred units outstanding which will convert into shares of Sysco common stock upon dates selected by the respective non-employee directors. Summary of Nonvested Awards The following summary presents information regarding outstanding nonvested awards as of June 30, 2012 and changes during the ﬁ scal year then ended with regard to these awards under all stock incentive plans. Award types represented include: restricted stock units granted to employees and restricted awards granted to non-employee directors. Nonvested as of July 2, 2011 Granted Vested Forfeited NONVESTED AS OF JUNE 30, 2012 Employees’ Stock Purchase Plan Weighted Average Grant Date Fair Value Per Share 28.10 27.36 27.95 27.85 27.61 Shares 1,202,526 $ 1,592,391 (530,878) (50,668) 2,213,371 $ Sysco has an Employees’ Stock Purchase Plan that permits employees to invest in Sysco common stock by means of periodic payroll deductions at discount of 15% from the closing price on the last business day of each calendar quarter. In November 2010, the Employees’ Stock Purchase Plan was amended to reserve an additional 5,000,000 shares of Sysco common stock for issuance under the plan. Including the additional 5,000,000 shares reserved in ﬁ scal 2011, the total number of shares which may be sold pursuant to the plan may not exceed 79,000,000 shares, of which 5,240,738 remained available as of June 30, 2012. During ﬁ scal 2012, 1,661,758 shares of Sysco common stock were purchased by the participants as compared to 1,655,100 shares purchased in ﬁ scal 2011 and 1,827,386 shares purchased in ﬁ scal 2010. In July 2012, 398,165 shares were purchased by participants. The weighted average fair value of employee stock purchase rights issued pursuant to the Employees’ Stock Purchase Plan was $4.33, $4.28 and $3.87 per share during ﬁ scal 2012, 2011 and 2010, respectively. The fair value of the stock purchase rights was calculated as the difference between the stock price at date of issuance and the employee purchase price. 72 SYSCO CORPORATION - Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data All Share-Based Payment Arrangements The total share-based compensation cost that has been recognized in results of operations was $70.3 million, $59.2 million and $66.4 million for ﬁ scal 2012, 2011 and 2010, respectively, and is included within operating expenses in the consolidated results of operations. The total income tax beneﬁ t recognized in results of operations for share-based compensation arrangements was $21.7 million, $18.2 million and $13.9 million for ﬁ scal 2012, 2011 and 2010, respectively. As of June 30, 2012, there was $63.7 million of total unrecognized compensation cost related to share-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 2.36 years. Cash received from option exercises and purchases of shares under the Employees’ Stock Purchase Plan was $99.4 million, $332.7 million and $94.8 million during ﬁ scal 2012, 2011 and 2010, respectively. The actual tax beneﬁ t realized for the tax deductions from option exercises totaled $3.0 million, $15.9 million and $5.4 million during ﬁ scal 2012, 2011 and 2010, respectively. NOTE 18 Income Taxes Income Tax Provisions For ﬁ nancial reporting purposes, earnings before income taxes consists of the following: (In thousands) United States Foreign TOTAL The income tax provision for each ﬁ scal year consists of the following: (In thousands) United States federal income taxes State and local income taxes Foreign income taxes TOTAL The current and deferred components of the income tax provisions for each ﬁ scal year are as follows: (In thousands) Current Deferred TOTAL 2012 1,606,928 $ 2011 1,639,258 $ 177,074 188,196 1,784,002 $ 1,827,454 $ 2012 2011 540,861 $ 556,663 $ 77,064 44,492 60,081 58,680 662,417 $ 675,424 $ 2012 2011 2010 (53 Weeks) 1,679,867 169,722 1,849,589 2010 (53 Weeks) 533,832 80,492 55,282 669,606 2010 (53 Weeks) 840,745 $ (178,328) 662,417 $ 840,173 $ (164,749) 675,424 $ 791,120 (121,514) 669,606 $ $ $ $ $ $ The deferred tax provisions result from the effects of net changes during the year in deferred tax assets and liabilities arising from temporary differences between the carrying amounts of assets and liabilities for ﬁ nancial reporting purposes and the amounts used for income tax purposes. Internal Revenue Service Settlement Sysco’s afﬁ liate, Baugh Supply Chain Cooperative (BSCC), was a cooperative taxed under subchapter T of the United States Internal Revenue Code, the operation of which has resulted in a deferral of tax payments. The Internal Revenue Service (IRS), in connection with its audits of the company’s 2003 through 2006 federal income tax returns, proposed adjustments that would have accelerated amounts that the company had previously deferred and would have resulted in the payment of interest on those deferred amounts. Sysco reached a settlement with the IRS in the ﬁ rst quarter of ﬁ scal 2010 to cease paying U.S. federal taxes related to BSCC on a deferred basis, pay the amounts that were recorded within deferred taxes related to BSCC over a three-year period and make a one-time payment of $41.0 million, of which approximately $39.0 million was non-deductible. The settlement addressed the BSCC deferred tax issue as it related to the IRS audit of the company’s 2003 through 2006 federal income tax returns, and settled the matter for all subsequent periods, including the 2007 and 2008 federal income tax returns already under audit. As a result of the settlement, the company agreed to pay the amounts owed in the following schedule: (In thousands) Fiscal 2010 Fiscal 2011 Fiscal 2012 $ 528,000 212,000 212,000 SYSCO CORPORATION - Form 10-K 73 PART II ITEM 8 Financial Statements and Supplementary Data As noted in the table above, payments related to the settlement were $212.0 million, $212.0 million and $528.0 million in ﬁ scal 2012, ﬁ scal 2011 and ﬁ scal 2010, respectively. The company had previously accrued interest for a portion of the exposure pertaining to the IRS proposed adjustments and as a result of the settlement with the IRS, Sysco recorded an income tax beneﬁ t of approximately $29.0 million in the ﬁ rst quarter of ﬁ scal 2010. Sysco’s deferred taxes were impacted by the timing of these installment payments. Sysco reclassiﬁ ed amounts due within one year from deferred taxes to accrued income taxes at the beginning of each of ﬁ scal 2012, 2011, and 2010. Additionally, beginning in ﬁ scal 2009, the company is not deferring taxes for federal purposes according to its agreement with the IRS. Deferred Tax Assets and Liabilities Signiﬁ cant components of Sysco’s deferred tax assets and liabilities are as follows: (In thousands) Deferred tax liabilities: Deferred supply chain distributions Excess tax depreciation and basis differences of assets Goodwill and intangible assets Other Total deferred tax liabilities Deferred tax assets: Net operating tax loss carryforwards Beneﬁ t on unrecognized tax beneﬁ ts Pension Share-based compensation Deferred compensation Self-insured liabilities Receivables Inventory Other Total deferred tax assets June 30, 2012 July 2, 2011 $ - $ 473,947 186,921 19,756 680,624 21,609 23,287 362,391 63,522 36,639 41,030 51,607 59,619 40,257 699,961 (19,337) $ 276,001 384,702 175,747 35,497 871,947 32,648 23,463 162,212 61,273 37,659 40,454 52,614 54,853 56,465 521,641 350,306 TOTAL NET DEFERRED TAX (ASSETS) LIABILITIES $ The company had state net operating tax loss carryforwards as of June 30, 2012 and July 2, 2011. The net operating tax loss carryforwards outstanding as of June 30, 2012 expire in ﬁ scal years 2013 through 2031. There were no valuation allowances recorded for the state tax loss carryforwards as of June 30, 2012 and July 2, 2011 because management believes it is more likely than not that these beneﬁ ts will be realized based on utilization forecasts. Effective Tax Rates Reconciliations of the statutory federal income tax rate to the effective income tax rates for each ﬁ scal year are as follows: United States statutory federal income tax rate State and local income taxes, net of any applicable federal income tax beneﬁ t Foreign income taxes Impact of uncertain tax beneﬁ ts Impact of adjusting carrying value of corporate-owned life insurance policies to their cash surrender values Other 2012 2011 2010 35.00% 2.65 (1.07) 0.12 (0.08) 0.51 37.13% 35.00% 1.96 (0.50) 0.51 (0.61) 0.60 36.96% 35.00% 2.89 (0.31) (1.46) (0.45) 0.53 36.20% The effective tax rate for ﬁ scal 2012 was 37.13%. Indeﬁ nitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate had the impact of reducing the effective tax rate. The effective tax rate of 36.96% for ﬁ scal 2011 was favorably impacted primarily by two items. First, the company recorded a tax beneﬁ t of approximately $17.0 million for the reversal of valuation allowances previously recorded on state net operating loss carryforwards. Second, the company adjusted the carrying values of the company’s COLI policies to their cash surrender values. The gain of $28.2 million recorded in ﬁ scal 2011 was primarily non-taxable for income tax purposes, and had the impact of decreasing income tax expense for the period by $11.1 million. Partially offsetting these favorable impacts was the recording of $9.3 million in tax and interest related to various federal, foreign and state uncertain tax positions. The effective tax rate of 36.20% for ﬁ scal 2010 was favorably impacted primarily by two items. First, as discussed above, the company recorded an income tax beneﬁ t of approximately $29.0 million resulting from the one-time reversal of previously accrued interest related to the settlement with the IRS. Second, the gain of $21.6 million recorded to adjust the carrying value of COLI policies to their cash surrender values in ﬁ scal 2010 was non-taxable for income tax purposes, and had the impact of decreasing income tax expense for the period by $8.3 million. 74 SYSCO CORPORATION - Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data Uncertain Tax Positions A reconciliation of the beginning and ending amount of gross unrecognized tax beneﬁ ts, excluding interest and penalties, is as follows: (In thousands) Unrecognized tax beneﬁ ts at beginning of year Additions for tax positions related to prior years Reductions for tax positions related to prior years Additions for tax positions related to the current year Reductions for tax positions related to the current year Reductions due to settlements with taxing authorities Reductions due to lapse of applicable statute of limitations UNRECOGNIZED TAX BENEFITS AT END OF YEAR 2012 2011 72,091 $ 2,479 (2,154) - - (2,831) (1,431) 68,154 $ 89,851 21,099 (11,955) - - (25,294) (1,610) 72,091 $ $ As of June 30, 2012, $15.9 million of the gross liability for unrecognized tax beneﬁ ts was netted within prepaid income taxes relating to a payment that occurred during ﬁ scal 2011; however, the liability is considered outstanding until the matters have been settled with the respective jurisdiction. As of June 30, 2012, the gross amount of liability for accrued interest and penalties related to unrecognized tax beneﬁ ts was $36.6 million, of which $8.7 million was netted within prepaid income taxes relating to a payment that occurred during ﬁ scal 2011; however, the liability is considered outstanding until the matters have been settled with the respective jurisdiction. The expense recorded for interest and penalties related to unrecognized tax beneﬁ ts in ﬁ scal 2012 was $4.7 million. As of July 2, 2011, $15.9 million of the gross liability for unrecognized tax beneﬁ ts was netted within prepaid income taxes relating to a payment that occurred during ﬁ scal 2011; however, the liability is considered outstanding until the matters have been settled with the respective jurisdiction. As of July 2, 2011, the gross amount of liability for accrued interest and penalties related to unrecognized tax beneﬁ ts was $33.2 million, of which $8.7 million was netted within prepaid income taxes relating to a payment that occurred during ﬁ scal 2011; however, the liability is considered outstanding until the matters have been settled with the respective jurisdiction. The expense recorded for interest and penalties related to unrecognized tax beneﬁ ts in ﬁ scal 2011 was $7.2 million. If Sysco were to recognize all unrecognized tax beneﬁ ts recorded as of June 30, 2012, approximately $37.1 million of the $68.2 million reserve would reduce the effective tax rate. If Sysco were to recognize all unrecognized tax beneﬁ ts recorded as of July 2, 2011, approximately $40.1 million of the $72.1 million reserve would reduce the effective tax rate. It is reasonably possible that the amount of the unrecognized tax beneﬁ ts with respect to certain of the company’s unrecognized tax positions will increase or decrease in the next twelve months either because Sysco’s positions are sustained on audit or because the company agrees to their disallowance. Items that may cause changes to unrecognized tax beneﬁ ts primarily include the consideration of various ﬁ ling requirements in various states and the allocation of income and expense between tax jurisdictions. In addition, the amount of unrecognized tax beneﬁ ts recognized within the next twelve months may decrease due to the expiration of the statute of limitations for certain years in various jurisdictions; however, it is possible that a jurisdiction may open an audit on one of these years prior to the statute of limitations expiring. At this time, an estimate of the range of the reasonably possible change cannot be made. The IRS is auditing Sysco’s 2009 and 2010 federal income tax returns. As of June 30, 2012, Sysco’s tax returns in the majority of the state and local jurisdictions and Canada are no longer subject to audit for the years before 2007. However, some jurisdictions have audits open prior to 2007, with the earliest dating back to 2002. Certain tax jurisdictions require partial to full payment on audit assessments or the posting of letters of credit in order to proceed to the appeals process. Although the outcome of tax audits is generally uncertain, the company believes that adequate amounts of tax, including interest and penalties, have been accrued for any adjustments that may result from those open years. Other Undistributed income of certain consolidated foreign subsidiaries at June 30, 2012 amounted to $910.6 million for which no deferred U.S. income tax provision has been recorded because Sysco intends to permanently reinvest such income in those foreign operations. An estimate of any U.S. or foreign withholding taxes that may be applicable upon actual or deemed repatriation is not practical due to the complexities associated with the hypothetical calculation. NOTE 19 Acquisitions During ﬁ scal 2012, in the aggregate, the company paid cash of $110.6 million for operations acquired during ﬁ scal 2012 and for contingent consideration related to operations acquired in previous ﬁ scal years. During ﬁ scal 2012, Sysco acquired for cash broadline foodservice operations in Sacramento, California; Quebec, Canada; New Haven, Connecticut; Grand Rapids, Michigan; Minneapolis, Minnesota; Columbia, South Carolina and Spokane, Washington. In addition, Sysco acquired for cash a company that distributes specialty imported products headquartered in Chicago, Illinois. The ﬁ scal 2012 acquisitions were immaterial, individually and in the aggregate, to the consolidated ﬁ nancial statements. SYSCO CORPORATION - Form 10-K 75 PART II ITEM 8 Financial Statements and Supplementary Data Certain acquisitions involve contingent consideration typically payable over periods up to ﬁ ve years only in the event that certain outstanding contingencies are resolved. As of June 30, 2012, aggregate contingent consideration amounts outstanding relating to acquisitions was $66.1 million, of which $36.4 million could result in the recording of additional goodwill. NOTE 20 Commitments and Contingencies Legal Proceedings Sysco is engaged in various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss for these legal proceedings, based on deﬁ nitions within contingency accounting literature, ranges from remote to reasonably possible and to probable. 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 ﬁ nancial position or results of operations of the company. However, the ﬁ nal results of legal proceedings cannot be predicted with certainty and if the company failed to prevail in one or more of these legal matters, and the associated realized losses were to exceed the company’s current estimates of the range of potential losses, the company’s consolidated ﬁ nancial position or results of operations could be materially adversely affected in future periods. Fuel Commitments Sysco routinely enters into forward purchase commitments for a portion of its projected diesel fuel requirements. As of June 30, 2012, we had forward diesel fuel commitments totaling approximately $95.6 million through April 2013. Other Commitments Sysco has committed to product purchases for resale in order to beneﬁ t from the company’s purchasing power. A majority of these agreements expire within one year; however, certain agreements have terms through ﬁ scal 2017. These agreements commit the company to a minimum volume at various pricing terms, including ﬁ xed pricing, variable pricing or a combination thereof. Minimum amounts committed to as of June 30, 2012 totaled approximately $1,045.4 million. Minimum amounts committed to by year are as follows: (In thousands) 2013 2014 2015 2016 2017 $ Amount 855,444 187,062 1,323 1,000 591 Sysco has committed with a third party service provider to provide hardware and hardware hosting services. The services are to be provided over a ten-year period beginning in ﬁ scal 2005 and ending in ﬁ scal 2015. The total cost of the services over that period is expected to be approximately $586.9 million. This amount may be reduced by Sysco utilizing less than estimated resources and can be increased by Sysco utilizing more than estimated resources and the adjustments for inﬂ ation provided for in the agreements. Sysco may also cancel a portion or all of the services provided subject to termination fees which decrease over time. If Sysco were to terminate all of the services in ﬁ scal 2013, the estimated termination fee incurred in ﬁ scal 2013 would be approximately $14.1 million. NOTE 21 Business Segment Information The company has aggregated its operating companies into a number of segments, of which only Broadline and SYGMA are reportable segments as deﬁ ned in the accounting literature related to disclosures about segments of an enterprise. The Broadline reportable segment is an aggregation of the company’s United States, Canadian and European Broadline segments. Broadline operating companies distribute a full line of food products and a wide variety of non- food products to both traditional and chain restaurant customers and also provide custom-cut meat operations. SYGMA operating companies distribute a full line of food products and a wide variety of non-food products to certain chain restaurant customer locations. “Other” ﬁ nancial information is attributable to the company’s other operating segments, including the company’s specialty produce and lodging industry segments, a company that distributes specialty imported products and a company that distributes to international customers. The accounting policies for the segments are the same as those disclosed by Sysco for its consolidated ﬁ nancial statements. Intersegment sales represent specialty produce and imported specialty products distributed by the Broadline and SYGMA operating companies. Management evaluates the performance of each of our operating segments based on its respective operating income results. Corporate expenses generally include all expenses of the corporate ofﬁ ce and Sysco’s shared service center. These also include all share-based compensation costs and expenses related to the company’s Business Transformation Project. 76 SYSCO CORPORATION - Form 10-K The following table sets forth the ﬁ nancial information for Sysco’s business segments: (In thousands) Sales: Broadline SYGMA Other Intersegment sales TOTAL Operating income: Broadline SYGMA Other Total segments Corporate expenses Total operating income Interest expense Other expense (income), net EARNINGS BEFORE INCOME TAXES Depreciation and amortization: Broadline SYGMA Other Total segments Corporate TOTAL Capital expenditures: Broadline SYGMA Other Total segments Corporate TOTAL Assets: Broadline SYGMA Other Total segments Corporate TOTAL PART II ITEM 8 Financial Statements and Supplementary Data Fiscal Year 2012 2011 2010 (53 Weeks) 34,420,851 $ 5,735,673 2,396,113 (171,698) 42,380,939 $ 31,924,473 $ 5,341,094 2,238,796 (180,874) 39,323,489 $ 30,381,283 4,891,279 2,129,862 (158,929) 37,243,495 2,416,225 $ 60,967 91,048 2,568,240 (677,608) 1,890,632 113,396 (6,766) 2,327,847 $ 62,190 100,222 2,490,259 (558,757) 1,931,502 118,267 (14,219) 2,352,493 49,057 87,667 2,489,217 (513,349) 1,975,868 125,477 802 1,784,002 $ 1,827,454 $ 1,849,589 298,852 $ 27,706 24,745 351,303 65,640 416,943 $ 525,368 $ 30,961 41,669 597,998 186,503 784,501 $ 291,756 $ 24,975 25,131 341,862 60,726 402,588 $ 353,296 $ 38,612 20,228 412,136 224,306 636,442 $ 283,167 23,822 26,861 333,850 56,126 389,976 407,340 25,436 11,743 444,519 150,085 594,604 8,025,677 $ 475,877 877,207 9,378,761 2,716,211 12,094,972 $ 7,220,046 $ 456,204 814,174 8,490,424 2,895,131 11,385,555 $ 6,402,181 392,883 754,409 7,549,473 2,764,228 10,313,701 $ $ $ $ $ $ $ $ $ $ SYSCO CORPORATION - Form 10-K 77 PART II ITEM 8 Financial Statements and Supplementary Data The sales mix for the principal product categories for each ﬁ scal year is as follows: (In thousands) Canned and dry products Fresh and frozen meats Frozen fruits, vegetables, bakery and other Dairy products Poultry Fresh produce Paper and disposables Seafood Beverage products Janitorial products Equipment and smallwares Medical supplies TOTAL Information concerning geographic areas is as follows: (In thousands) Sales: (1) United States Canada Other TOTAL Long-lived assets: (2) United States Canada Other TOTAL (1) Represents sales to external customers from businesses operating in these countries. (2) Long-lived assets represents net property, plant and equipment reported in the country in which they are held. Fiscal Year 2011 7,308,893 $ 7,163,505 5,337,625 4,145,350 3,912,510 3,345,929 3,055,862 1,929,417 1,478,456 902,636 581,628 161,678 39,323,489 $ 2010 (53 Weeks) 7,152,628 6,405,820 5,220,307 3,709,410 3,862,486 3,179,947 2,906,426 1,739,949 1,408,376 907,189 599,267 151,690 37,243,495 2012 7,948,187 $ 7,929,235 5,757,871 4,456,634 4,188,787 3,332,504 3,295,483 2,076,848 1,591,540 952,569 613,590 237,691 42,380,939 $ Fiscal Year 2012 2011 2010 (53 Weeks) 37,596,862 $ 4,246,611 537,466 42,380,939 $ 34,992,273 $ 3,864,420 466,796 39,323,489 $ 33,268,481 3,550,605 424,409 37,243,495 3,564,854 $ 291,304 27,592 3,883,750 $ 3,161,724 $ 321,185 29,480 3,512,389 $ 2,884,728 291,514 27,581 3,203,823 $ $ $ $ $ $ 78 SYSCO CORPORATION - Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data NOTE 22 Supplemental Guarantor Information – Subsidiary Guarantees On January 19, 2011, the wholly-owned U.S. Broadline subsidiaries of Sysco Corporation entered into full and unconditional guarantees of all outstanding senior notes and debentures of Sysco Corporation. As of June 30, 2012, Sysco had a total of approximately $2,975.0 million in senior notes and debentures outstanding that are covered by this guarantee. The following condensed consolidating ﬁ nancial statements present separately the ﬁ nancial position, comprehensive income and cash ﬂ ows of the parent issuer (Sysco Corporation), the guarantors (the majority of the Sysco’s U.S. Broadline subsidiaries) and all other non-guarantor subsidiaries of Sysco (Other Non-Guarantor Subsidiaries) on a combined basis with eliminating entries. Sysco $ 538,451 $ (In thousands) Current assets Investment in subsidiaries Plant and equipment, net Other assets TOTAL ASSETS Current liabilities Intercompany payables (receivables) Long-term debt Other liabilities Shareholders’ equity TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 11,730,346 $ 3,068,001 2,714,415 755,112 4,514,291 10,163,398 703,658 324,839 $ 11,730,346 $ 678,527 $ $ Condensed Consolidating Balance Sheet June 30, 2012 Other Non- Guarantor Subsidiaries U.S. Broadline Subsidiaries Eliminations Consolidated Totals 3,675,676 $ - 1,923,925 503,357 6,102,958 $ 900,416 $ (3,334,860) 25,459 367,094 8,144,849 6,102,958 $ 1,870,681 - $ 1,256,167 1,298,218 $ 4,425,066 $ 1,844,636 266,859 23,814 100,459 2,189,298 $ 4,425,066 - $ (10,163,398) - - (10,163,398) $ - $ - - - (10,163,398) (10,163,398) $ 6,084,808 - 3,883,750 2,126,414 12,094,972 3,423,579 - 2,763,688 1,222,665 4,685,040 12,094,972 Sysco $ 354,450 $ (In thousands) Current assets Investment in subsidiaries Plant and equipment, net Other assets TOTAL ASSETS Current liabilities Intercompany payables (receivables) Long-term debt Other liabilities Shareholders’ equity TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 15,316,903 $ 7,800,254 2,227,483 405,376 4,453,490 14,014,569 569,567 378,317 $ 15,316,903 $ 430,300 $ $ Condensed Consolidating Balance Sheet July 2, 2011 Other Non- Guarantor Subsidiaries U.S. Broadline Subsidiaries Eliminations Consolidated Totals 3,476,921 $ 1,901,511 $ - $ - 1,794,473 519,664 5,791,058 $ 840,586 $ (7,701,021) 26,542 343,427 12,281,524 5,791,058 $ - 1,148,349 1,242,303 $ 4,292,163 2,304,189 $ (99,233) 25,492 76,918 1,984,797 4,292,163 $ (14,014,569) - - (14,014,569) $ - $ - - - (14,014,569) (14,014,569) $ 5,732,882 - 3,512,389 2,140,284 11,385,555 3,575,075 - 2,279,517 825,721 4,705,242 11,385,555 SYSCO CORPORATION - Form 10-K 79 PART II ITEM 8 Financial Statements and Supplementary Data Condensed Consolidating Statement of Comprehensive Income Year Ended June 30, 2012 Sysco U.S. Broadline Subsidiaries - $ 29,100,106 $ - - 527,888 (527,888) 396,374 (6,993) (917,269) (340,592) 1,698,262 1,121,585 (321,905) 799,680 23,374,199 5,725,907 3,534,382 2,191,525 (281,193) (1,244) 2,473,962 918,607 - 1,555,355 - 1,555,355 $ $ Other Non- Guarantor Subsidiaries Eliminations 14,131,162 $ 12,089,441 2,041,721 1,814,726 226,995 (1,785) 1,471 227,309 84,402 - 142,907 (81,003) 61,904 $ (850,329) $ (759,278) (91,051) (91,051) - - - - - (1,698,262) (1,698,262) - (1,698,262) $ Consolidated Totals 42,380,939 34,704,362 7,676,577 5,785,945 1,890,632 113,396 (6,766) 1,784,002 662,417 - 1,121,585 (402,908) 718,677 Condensed Consolidating Statement of Comprehensive Income Year Ended July 2, 2011 Sysco U.S. Broadline Subsidiaries - $ 27,138,172 $ - - 535,224 (535,224) 453,593 (5,581) (983,236) (363,403) 1,771,863 1,152,030 98,076 1,250,106 21,591,829 5,546,343 3,455,148 2,091,195 (332,561) (4,636) 2,428,392 897,529 - 1,530,863 - 1,530,863 $ $ Other Non- Guarantor Subsidiaries Eliminations 12,861,426 $ 10,923,446 1,937,980 1,562,449 375,531 (2,765) (4,002) 382,298 141,298 - 241,000 122,217 363,217 $ (676,109) $ (586,498) (89,611) (89,611) - - - - - (1,771,863) (1,771,863) - (1,771,863) $ Consolidated Totals 39,323,489 31,928,777 7,394,712 5,463,210 1,931,502 118,267 (14,219) 1,827,454 675,424 - 1,152,030 220,293 1,372,323 Condensed Consolidating Statement of Comprehensive Income Year Ended July 3, 2010 (53 Weeks) Other Non- Guarantor Subsidiaries Eliminations Sysco U.S. Broadline Subsidiaries - $ 25,966,566 $ - - 500,823 (500,823) 496,410 5,546 (1,002,779) (363,029) 1,819,733 1,179,983 (252,238) 927,745 20,499,083 5,467,483 3,342,934 2,124,549 (374,203) (3,201) 2,501,953 905,774 - 1,596,179 - 1,596,179 $ $ 11,821,286 $ 10,015,733 1,805,553 1,453,411 352,142 3,270 (1,543) 350,415 126,861 - 223,554 49,973 273,527 $ (544,357) $ (459,628) (84,729) (84,729) - - - - - (1,819,733) (1,819,733) - (1,819,733) $ Consolidated Totals 37,243,495 30,055,188 7,188,307 5,212,439 1,975,868 125,477 802 1,849,589 669,606 - 1,179,983 (202,265) 977,718 $ $ $ $ $ $ (In thousands) Sales Cost of sales Gross proﬁ t Operating expenses Operating income (loss) Interest expense (income) Other expense (income), net Earnings (losses) before income taxes Income tax (beneﬁ t) provision Equity in earnings of subsidiaries Net earnings Other comprehensive income (loss) COMPREHENSIVE INCOME (In thousands) Sales Cost of sales Gross proﬁ t Operating expenses Operating income (loss) Interest expense (income) Other expense (income), net Earnings (losses) before income taxes Income tax (beneﬁ t) provision Equity in earnings of subsidiaries Net earnings Other comprehensive income (loss) COMPREHENSIVE INCOME (In thousands) Sales Cost of sales Gross proﬁ t Operating expenses Operating income (loss) Interest expense (income) Other expense (income), net Earnings (losses) before income taxes Income tax (beneﬁ t) provision Equity in earnings of subsidiaries Net earnings Other comprehensive income (loss) COMPREHENSIVE INCOME 80 SYSCO CORPORATION - Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data Condensed Consolidating Cash Flows Year Ended June 30, 2012 Sysco U.S. Broadline Subsidiaries Other Non- Guarantor Subsidiaries Consolidated Totals (413,535) $ (222,483) (58,168) - 859,780 165,594 305,513 471,107 $ 1,674,817 $ (367,909) (2,038) - (1,302,546) 2,324 32,154 34,478 $ 142,898 $ (313,237) (382,443) (8,800) 442,766 (118,816) 302,098 183,282 $ 1,404,180 (903,629) (442,649) (8,800) - 49,102 639,765 688,867 Condensed Consolidating Cash Flows Year Ended July 2, 2011 Sysco U.S. Broadline Subsidiaries Other Non- Guarantor Subsidiaries Consolidated Totals (491,211) $ (203,090) (555,282) - 1,181,573 (68,010) 373,523 305,513 $ 1,243,884 $ (318,382) 1,263 - (926,546) 219 31,935 32,154 $ 338,845 $ (158,084) 176,112 20,267 (255,027) 122,113 179,985 302,098 $ 1,091,518 (679,556) (377,907) 20,267 - 54,322 585,443 639,765 Condensed Consolidating Cash Flows Year Ended July 3, 2010 (53 Weeks) Sysco U.S. Broadline Subsidiaries Other Non- Guarantor Subsidiaries Consolidated Totals (649,277) $ (225,565) (664,236) - 1,013,405 (525,673) 899,196 373,523 $ 1,239,657 $ (228,769) 559 - (1,011,728) (281) 32,216 31,935 $ 295,048 $ (201,986) (3,353) 4,714 (1,677) 92,746 87,239 179,985 $ 885,428 (656,320) (667,030) 4,714 - (433,208) 1,018,651 585,443 $ $ $ $ $ $ (In thousands) Net cash provided by (used for): Operating activities Investing activities Financing activities Effect of exchange rate on cash Intercompany activity Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the period CASH AND CASH EQUIVALENTS AT END OF THE PERIOD (In thousands) Net cash provided by (used for): Operating activities Investing activities Financing activities Effect of exchange rate on cash Intercompany activity Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the period CASH AND CASH EQUIVALENTS AT END OF THE PERIOD (In thousands) Net cash provided by (used for): Operating activities Investing activities Financing activities Effect of exchange rate on cash Intercompany activity Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the period CASH AND CASH EQUIVALENTS AT END OF THE PERIOD SYSCO CORPORATION - Form 10-K 81 PART II ITEM 8 Financial Statements and Supplementary Data NOTE 23 Quarterly Results (Unaudited) Financial information for each quarter in the years ended June 30, 2012 and July 2, 2011 is set forth below: (In thousands except for per share data) Sales Cost of sales Gross proﬁ t Operating expenses Operating income Interest expense Other expense (income), net Earnings before income taxes Income taxes NET EARNINGS Per share: BASIC NET EARNINGS DILUTED NET EARNINGS Dividends declared Market price — high/low (In thousands except for per share data) Sales Cost of sales Gross proﬁ t Operating expenses Operating income Interest expense Other (income), net Earnings before income taxes Income taxes NET EARNINGS Per share: BASIC NET EARNINGS DILUTED NET EARNINGS Dividends declared Market price — high/low $ $ $ $ $ $ October 1 Fiscal 2012 Quarter Ended March 31 December 31 10,586,390 $ 8,638,790 1,947,600 1,438,260 509,340 29,474 250 479,616 176,963 302,653 $ 10,244,421 $ 8,398,771 1,845,650 1,418,652 426,998 28,324 (3,472) 402,146 152,033 250,113 $ 10,504,746 $ 8,633,130 1,871,616 1,432,786 438,830 28,290 (2,248) 412,788 153,238 259,550 $ June 30 11,045,382 $ 9,033,671 2,011,711 1,496,247 515,464 27,308 (1,296) 489,452 180,183 309,269 $ 0.51 $ 0.51 0.26 32 - 25 0.43 $ 0.43 0.27 30 - 25 0.44 $ 0.44 0.27 31 - 29 0.53 $ 0.53 0.27 30 - 27 October 2 Fiscal 2011 Quarter Ended April 2 January 1 9,751,274 $ 7,905,170 1,846,104 1,339,864 506,240 31,101 (1,684) 476,823 177,754 299,069 $ 0.51 $ 0.51 0.25 32 - 27 9,384,852 $ 7,623,185 1,761,667 1,324,642 437,025 28,060 (1,300) 410,265 152,092 258,173 $ 0.44 $ 0.44 0.26 30 - 28 9,761,660 $ 7,929,111 1,832,549 1,405,062 427,487 28,972 (6,957) 405,472 146,994 258,478 $ 0.44 $ 0.44 0.26 31 - 27 July 2 10,425,703 $ 8,471,311 1,954,392 1,393,642 560,750 30,134 (4,278) 534,894 198,584 336,310 $ 0.57 $ 0.57 0.26 33 - 28 Fiscal Year 42,380,939 34,704,362 7,676,577 5,785,945 1,890,632 113,396 (6,766) 1,784,002 662,417 1,121,585 1.91 1.90 1.07 32 - 25 Fiscal Year 39,323,489 31,928,777 7,394,712 5,463,210 1,931,502 118,267 (14,219) 1,827,454 675,424 1,152,030 1.96 1.96 1.03 33 - 27 PERCENTAGE CHANGE — 2012 VS. 2011: Sales Operating income Net earnings Basic net earnings per share Diluted net earnings per share Quarter 1 Quarter 2 Quarter 3 Quarter 4 Fiscal Year 9% 1 1 - - 9% (2) (3) (2) (2) 8% 3 - - - 6% (8) (8) (7) (7) 8% (2) (3) (3) (3) Financial results are impacted by accounting changes and the adoption of various accounting standards. See Note 2, “Changes in Accounting.” 82 SYSCO CORPORATION - Form 10-K ITEM 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. PART II ITEM 9B Other Information ITEM 9A Controls and Procedures Sysco’s management, with the participation of our chief executive ofﬁ cer and chief ﬁ nancial ofﬁ cer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2012. The term “disclosure controls and procedures,” as deﬁ ned in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it ﬁ les or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods speciﬁ ed in the SEC’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 ﬁ les or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal ﬁ nancial ofﬁ cers, 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-beneﬁ t 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 June 30, 2012, our chief executive ofﬁ cer and chief ﬁ nancial ofﬁ cer concluded that, as of such date, Sysco’s disclosure controls and procedures were effective at the reasonable assurance level. Management’s report on internal control over ﬁ nancial reporting is included in the ﬁ nancial statement pages at page 42 . No change in our internal control over ﬁ nancial reporting (as deﬁ ned in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the ﬁ scal quarter ended June 30, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over ﬁ nancial reporting. ITEM 9B Other Information None. SYSCO CORPORATION - Form 10-K 83 PART III ITEM 10 Directors, Executive Ofﬁ cers and Corporate Governance The information required by this item will be included in our proxy statement for the 2012 Annual Meeting of Stockholders under the following captions, and is incorporated herein by reference thereto: “Corporate Governance,” “Executive Ofﬁ cers,” “Section 16(a) Beneﬁ cial Ownership Reporting Compliance,” “Report of the Audit Committee” and “Board of Directors Matters.” ITEM 11 Executive Compensation The information required by this item will be included in our proxy statement for the 2012 Annual Meeting of Stockholders under the following captions, and is incorporated herein by reference thereto: “Compensation Discussion and Analysis,” “Report of the Compensation Committee,” “Director Compensation” and “Executive Compensation.” ITEM 12 Security Ownership of Certain Beneﬁ cial Owners and Management and Related Stockholder Matters The information required by this item will be included in our proxy statement for the 2012 Annual Meeting of Stockholders under the following captions, and is incorporated herein by reference thereto: “Stock Ownership” and “Equity Compensation Plan Information.” ITEM 13 Certain Relationships and Related Transactions, and Director Independence The information required by this item will be included in our proxy statement for the 2012 Annual Meeting of Stockholders under the following caption, and is incorporated herein by reference thereto: “Corporate Governance – Certain Relationships and Related Person Transactions” and “Corporate Governance – Director Independence.” ITEM 14 Principal Accounting Fees and Services The information required by this item will be included in our proxy statement for the 2012 Annual Meeting of Stockholders under the following caption, and is incorporated herein by reference thereto: “Fees Paid to Independent Registered Public Accounting Firm.” 84 SYSCO CORPORATION - Form 10-K PART IV ITEM 15 Exhibits (a) The following documents are ﬁ led, or incorporated by reference, as part of this Form 10-K: 1. All ﬁ nancial statements. See Index to Consolidated Financial Statements on page 41 of this Form 10-K. 2. All ﬁ nancial statement schedules are omitted because they are not applicable or the information is set forth in the consolidated ﬁ nancial statements or notes thereto within Item 8. Financial Statements and Supplementary Data. 3. Exhibits. The exhibits listed on the Exhibit Index immediately preceding such exhibits, which is hereby incorporated herein by reference, are ﬁ led or furnished as part of this Annual Report on Form 10-K. SYSCO CORPORATION - Form 10-K 85 PART IV ITEM 15 Signatures Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Sysco Corporation has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 27th day of August, 2012. SYSCO CORPORATION By /s/ WILLIAM J. DELANEY William J. DeLaney President and Chief Executive Ofﬁ cer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Sysco Corporation in the capacities indicated and on the date indicated above. Principal Executive, Financial & Accounting Ofﬁ cers: /s/ WILLIAM J. DELANEY William J. DeLaney President and Chief Executive Ofﬁ cer (principal executive ofﬁ cer) /s/ ROBERT C. KREIDLER Executive Vice President and Chief Financial Ofﬁ cer (principal ﬁ nancial ofﬁ cer) Directors: Robert C. Kreidler /s/ G. MITCHELL ELMER G. Mitchell Elmer /s/ JOHN M. CASSADAY John M. Cassaday /s/ JUDITH B. CRAVEN Judith B. Craven /s/ WILLIAM J. DELANEY William J. DeLaney /s/ MANUEL A. FERNANDEZ Manuel A. Fernandez /s/ LARRY C. GLASSCOCK Larry C. Glasscock /s/ JONATHAN GOLDEN Jonathan Golden Senior Vice President, Controller and Chief Accounting Ofﬁ cer (principal accounting ofﬁ cer) /s/ JOSEPH A. HAFNER, JR. Joseph A. Hafner, Jr. /s/ HANS-JOACHIM KOERBER Hans-Joachim Koerber /s/ NANCY S. NEWCOMB Nancy S. Newcomb /s/ RICHARD G. TILGHMAN Richard G. Tilghman /s/ JACKIE M. WARD Jackie M. Ward 86 SYSCO CORPORATION - Form 10-K give us financial strength Shareholder Information Common Stock and Dividend Information Sysco’s common stock is traded on the New York Stock Exchange under the symbol “SYY”. The company has paid quarterly cash dividends on its common stock since its founding as a public company in 1970 and has increased the dividend 43 times in that period. The current quarterly cash dividend is $0.27 per share. Dividend Reinvestment Plan with Optional Cash Purchase Feature Sysco’s Dividend Reinvestment Plan provides a convenient way for shareholders of record to reinvest quarterly cash dividends in Sysco shares automatically, with no service charge or brokerage commissions. The Plan also permits registered shareholders to invest additional money to purchase shares. In addition, certificates may be deposited directly into a Plan account for safekeeping and may be sold directly through the Plan for a modest fee. Shareholders desiring information about the Dividend Reinvestment Plan with Optional Cash Purchase Feature may obtain a brochure and enrollment form by contacting the Transfer Agent and Registrar, American Stock Transfer & Trust Company at 1.888.225.5799. Forward-looking Statements Certain statements made herein are forward- looking statements under the Private Securities Litigation Reform Act of 1995. They include state- ments about expected future performance, the impact and expected benefits of strategic initiatives and our Business Transformation Project, the opportunity to grow our market share, plans regarding expansion and acquisitions, commit- ments and plans regarding our “Roadmap to 2015,” including reducing our cost structure and product costs and delivering sustainable annual EPS growth, the implementation timeline for certain initiatives, including Sysco 360, and our goal of reducing operating costs $300–$350 million annually by 2015. These statements are based on management’s current expectations and estimates; actual results may differ materially. The success of Sysco’s stra- tegic initiatives and our Business Transformation Project could be affected by conditions in the economy and the industry and internal factors such as the ability to control expenses, including fuel costs. We have experienced delays in the implementation of our Business Transformation Project and the expected costs of our Business Transformation Project may be greater or less than currently expected, as we may encounter the need for changes in design or revisions of the project calendar and budget. Our business and results of operations may be adversely affected if we experi- ence operating problems, scheduling delays, cost overages, or limitations on the extent of the busi- ness transformation during the ERP implementation process. As implementation of the ERP system and other initiatives within the Business Transformation Project begins, there may be changes in design or timing that impact near-term expense and cause us to revise the project calendar and budget, and additional hiring and training of employees and consultants may be required, which could also impact project expense and timing. Our Business Transformation Project initiatives related to ERP implementation, category management and cost transformation may not provide the expected bene- fits or cost savings in a timely fashion, if at all. If we are unable to realize the anticipated benefits from our cost cutting efforts, we could become cost disadvantaged in the marketplace, and our com- petitiveness and our profitability could decrease. Sysco’s ability to achieve anticipated future results with respect to operating costs, increased market share and annual EPS growth could be affected by competitive price pressures, availability of supplies, work stoppages, success or failure of our strategic initiatives, successful integration of acquired companies, conditions in the economy and the industry, and internal factors such as the ability to control expenses. For a discussion of additional risks and uncertain- ties that could cause actual results to differ from those contained in the forward-looking statements, see Sysco’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012, which is included in this Annual Report. Form 10-K and Financial Information A copy of the fiscal 2012 Annual Report on Form 10-K, including the financial statements and financial statement schedules, as well as copies of other financial reports and company literature, may be obtained without charge upon written request to the Investor Relations Department, Sysco Corporation, at the corporate offices listed above, or by calling 281.584.2615. This information, which is included in this Annual Report, also may be found on our website at www.sysco.com in the Investors section. Corporate Offices Sysco Corporation 1390 Enclave Parkway Houston, TX 77077-2099 281.584.1390 www.sysco.com Annual Shareholders’ Meeting The Houstonian Hotel 111 North Post Oak Lane Houston, TX 77024 November 14, 2012 at 10:00 a.m. Independent Accountants Ernst & Young LLP Houston, TX Transfer Agent & Registrar American Stock Transfer & Trust Company 59 Maiden Lane Plaza Level New York, NY 10038 1.888.CALLSYY (1.888.225.5799) www.amstock.com Investor Contact Mr. Neil A. Russell II Vice President, Investor Relations 281.584.1308 Design: SAVAGE, Branding + Corporate Design, Houston, Texas Good things.Sales $42 billionOperating Income $1.9 billionNet Cash Provided by Operating Activities $1.4 billion Net Earnings $1.1 billionDividends Paid $623 millionMarket Share 17.5 percentTM 1390 Enclave Parkway Houston, Texas 77077-2099 281.584.1390 www.sysco.com G o o d t h i n g s d e fi n e u s . S y s c o C o r p o r a t i o n 2 0 1 2 A n n u a l R e p o r t Good things Printed on FSC®-certified, 100% post-consumer recycled paper, and paper made from environmentally responsible Eucalyptus pulp. The use of 100% post-consumer recycled fiber in the printing of this report saved: • 55,168 lbs of wood • 80,561 gallons of water • 56 million BTUs of energy • 16,727 lbs of emissions • 4,891 lbs of solid waste Source: Environmental Defense Good things define us. Sysco Corporation 2012 Annual Report TM

Continue reading text version or see original annual report in PDF format above