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 percent Financial 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 percent 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