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Sysco (SYY)

Filed: 9 Nov 21, 5:31pm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 2, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-6544
________________
syy-20211002_g1.jpg
Sysco Corporation
(Exact name of registrant as specified in its charter)
Delaware74-1648137
(State or other jurisdiction of incorporation or organization)(IRS employer identification number)

1390 Enclave Parkway, Houston, Texas 77077-2099
(Address of principal executive offices and zip code)

Registrant’s Telephone Number, Including Area Code:
(281) 584-1390

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, $1.00 Par ValueSYYNew York Stock Exchange
1.25% Notes due June 2023SYY 23New York Stock Exchange

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerAccelerated Filer
Non-accelerated FilerSmaller Reporting Company
(Do not check if a smaller reporting company)Emerging growth company

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

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

512,656,343 shares of common stock were outstanding as of October 22, 2021.

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TABLE OF CONTENTS







PART I – FINANCIAL INFORMATION
Item 1. Financial Statements

Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share data)
 Oct. 2, 2021Jul. 3, 2021
 (unaudited)
ASSETS
Current assets
Cash and cash equivalents$2,067,873 $3,007,123 
Accounts receivable, less allowances of $126,759 and $117,6954,309,883 3,781,510 
Inventories4,054,844 3,695,219 
Prepaid expenses and other current assets255,588 240,956 
Income tax receivable— 8,759 
Total current assets10,688,188 10,733,567 
Plant and equipment at cost, less accumulated depreciation4,343,263 4,326,063 
Other long-term assets
Goodwill4,402,354 3,944,139 
Intangibles, less amortization927,966 746,073 
Deferred income taxes360,193 352,523 
Operating lease right-of-use assets, net750,675 709,163 
Other assets630,227 602,011 
Total other long-term assets7,071,415 6,353,909 
Total assets$22,102,866 $21,413,539 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Notes payable$8,909 $8,782 
Accounts payable5,238,313 4,884,781 
Accrued expenses1,809,459 1,814,837 
Accrued income taxes83,141 22,644 
Current operating lease liabilities106,927 102,659 
Current maturities of long-term debt491,233 486,141 
Total current liabilities7,737,982 7,319,844 
Long-term liabilities
Long-term debt10,645,443 10,588,184 
Deferred income taxes171,653 147,066 
Long-term operating lease liabilities672,465 634,481 
Other long-term liabilities1,167,875 1,136,480 
Total long-term liabilities12,657,436 12,506,211 
Noncontrolling interest34,156 34,588 
Shareholders’ equity
Preferred stock, par value $1 per share Authorized 1,500,000 shares, issued none— — 
Common stock, par value $1 per share Authorized 2,000,000,000 shares, issued 765,174,900 shares765,175 765,175 
Paid-in capital1,655,110 1,619,995 
Retained earnings10,288,291 10,151,706 
Accumulated other comprehensive loss(1,217,937)(1,148,764)
Treasury stock at cost, 252,825,080 and 253,342,595 shares(9,817,347)(9,835,216)
Total shareholders’ equity1,673,292 1,552,896 
Total liabilities and shareholders’ equity$22,102,866 $21,413,539 
Note: The July 3, 2021 balance sheet has been derived from the audited financial statements at that date.

See Notes to Consolidated Financial Statements
1


Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED RESULTS OF OPERATIONS (Unaudited)
(In thousands, except for share and per share data)
 13-Week Period Ended
 Oct. 2, 2021Sep. 26, 2020
Sales$16,456,546 $11,777,379 
Cost of sales13,484,838 9,557,534 
Gross profit2,971,708 2,219,845 
Operating expenses2,340,026 1,800,266 
Operating income631,682 419,579 
Interest expense128,214 146,717 
Other (income) expense, net(3,252)14,124 
Earnings before income taxes506,720 258,738 
Income taxes128,707 41,838 
Net earnings$378,013 $216,900 
  
Net earnings:  
Basic earnings per share$0.74 $0.43 
Diluted earnings per share0.73 0.42 
Average shares outstanding512,516,067 509,127,405 
Diluted shares outstanding515,782,928 510,738,760 

See Notes to Consolidated Financial Statements
2


Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(In thousands)
 13-Week Period Ended
 Oct. 2, 2021Sep. 26, 2020
Net earnings$378,013 $216,900 
Other comprehensive (loss) income:
Foreign currency translation adjustment(87,194)113,140 
Items presented net of tax:
Amortization of cash flow hedges2,155 2,155 
Change in net investment hedges10,165 (11,261)
Change in cash flow hedges(429)(12,967)
Amortization of prior service cost74 137 
Amortization of actuarial gain6,367 7,765 
Change in marketable securities(311)(474)
Total other comprehensive (loss) income(69,173)98,495 
Comprehensive income$308,840 $315,395 

See Notes to Consolidated Financial Statements
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Sysco Corporation and its Consolidated Subsidiaries
CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY (Unaudited)
(In thousands, except for share data)

Accumulated
Other Comprehensive
Loss
 Common StockPaid-in
Capital
Retained
Earnings
Treasury Stock 
 SharesAmountSharesAmountsTotals
Balance as of July 3, 2021765,174,900 $765,175 $1,619,995 $10,151,706 $(1,148,764)253,342,595 $(9,835,216)$1,552,896 
Net earnings378,013 378,013 
Foreign currency translation adjustment(87,194)(87,194)
Amortization of cash flow hedges, net of tax2,155 2,155 
Change in cash flow hedges, net of tax(429)(429)
Change in net investment hedges, net of tax10,165 10,165 
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax6,441 6,441 
Change in marketable securities, net of tax(311)(311)
Dividends declared ($0.47 per common share)(241,428)(241,428)
Share-based compensation awards35,115 (517,515)17,869 52,984 
Balance as of October 2, 2021765,174,900 $765,175 $1,655,110 $10,288,291 $(1,217,937)252,825,080 $(9,817,347)$1,673,292 
Accumulated
Other Comprehensive
Loss
 Common StockPaid-in
Capital
Retained
Earnings
Treasury Stock 
 SharesAmountSharesAmountsTotals
Balance as of June 27, 2020765,174,900 $765,175 $1,506,901 $10,563,008 $(1,710,881)256,915,825 $(9,965,590)$1,158,613 
Net earnings216,900 216,900 
Foreign currency translation adjustment113,140 113,140 
Amortization of cash flow hedges, net of tax2,155 2,155 
Change in cash flow hedges, net of tax(12,967)(12,967)
Change in net investment hedges, net of tax(11,261)(11,261)
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax7,902 7,902 
Change in marketable securities, net of tax(474)(474)
Adoption of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), net of tax(2,068)(2,068)
Dividends declared ($0.45 per common share)(231,242)(231,242)
Share-based compensation awards27,380 (840,053)31,933 59,313 
Balance as of September 26, 2020765,174,900 $765,175 $1,534,281 $10,546,598 $(1,612,386)256,075,772 $(9,933,657)$1,300,011 

See Notes to Consolidated Financial Statements

4


Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED CASH FLOWS (Unaudited)
(In thousands)
 13-Week Period Ended
 Oct. 2, 2021Sep. 26, 2020
Cash flows from operating activities:
Net earnings$378,013 $216,900 
Adjustments to reconcile net earnings to cash provided by operating activities:
Share-based compensation expense29,313 25,834 
Depreciation and amortization186,466 180,520 
Operating lease asset amortization28,221 27,379 
Amortization of debt issuance and other debt-related costs5,577 6,554 
Deferred income taxes(30,452)(53,579)
Provision for losses on receivables2,097 (77,790)
Loss on sale of business— 12,043 
Other non-cash items(201)(6,641)
Additional changes in certain assets and liabilities, net of effect of businesses acquired:
Increase in receivables(478,671)(111,261)
Increase in inventories(294,517)(23,320)
(Increase) decrease in prepaid expenses and other current assets(12,528)5,577 
Increase in accounts payable329,523 577,013 
(Decrease) increase in accrued expenses(103,483)56,042 
Decrease in operating lease liabilities(34,146)(31,167)
Increase in accrued income taxes69,256 98,712 
(Increase) decrease in other assets(9,345)7,187 
Increase in other long-term liabilities45,689 20,911 
Net cash provided by operating activities110,812 930,914 
Cash flows from investing activities:
Additions to plant and equipment(85,019)(75,539)
Proceeds from sales of plant and equipment5,627 7,064 
Acquisition of businesses, net of cash acquired(714,010)— 
Purchase of marketable securities(9,925)(26,557)
Proceeds from sales of marketable securities8,700 12,166 
Other investing activities6,022 — 
Net cash used for investing activities(788,605)(82,866)
Cash flows from financing activities:
Bank and commercial paper borrowings, net— 3,110 
Other debt borrowings6,159 
Other debt repayments(10,051)(762,858)
Proceeds from stock option exercises17,881 31,933 
Dividends paid(240,561)(228,714)
Other financing activities(5,003)(457)
Net cash used for financing activities(237,731)(950,827)
Effect of exchange rates on cash, cash equivalents and restricted cash(9,355)17,095 
Net decrease in cash, cash equivalents and restricted cash(924,879)(85,684)
Cash, cash equivalents and restricted cash at beginning of period3,037,100 6,095,570 
Cash, cash equivalents and restricted cash at end of period$2,112,221 $6,009,886 
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest$225,031 $104,879 
Income taxes, net of refunds76,712 6,851 
See Notes to Consolidated Financial Statements
5


Sysco Corporation and its Consolidated Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

1.  BASIS OF PRESENTATION

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

These financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended July 3, 2021. Certain footnote disclosures included in annual financial statements prepared in accordance with generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to applicable rules and regulations for interim financial statements.

Supplemental Cash Flow Information

The following table sets forth the company’s reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the amounts shown in the consolidated statement of cash flows:
Oct. 2, 2021Sep. 26, 2020
(In thousands)
Cash and cash equivalents$2,067,873 $5,985,532 
Restricted cash (1)
44,348 24,354 
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows$2,112,221 $6,009,886 

(1)Restricted cash primarily represents cash and cash equivalents of Sysco’s wholly owned captive insurance subsidiary, restricted for use to secure the insurer’s obligations for workers’ compensation, general liability and auto liability programs. Restricted cash is located within other assets in each consolidated balance sheet.

2. REVENUE

The company recognizes revenues when its performance obligations are satisfied in an amount that reflects the consideration Sysco expects to be entitled to receive in exchange for those goods and services. Customer receivables, which are included in accounts receivable, less allowances in the consolidated balance sheet, were $4.0 billion and $3.5 billion as of October 2, 2021 and July 3, 2021, respectively.

Sysco has certain customer contracts in which upfront monies are paid to its customers. These payments have become industry practice and are not related to financing of the customer’s business. They are not associated with any distinct good or service to be received from the customer and, therefore, are treated as a reduction of transaction prices. All upfront payments are capitalized in other assets and amortized over the life of the contract or the expected life of the relationship with the customer. As of October 2, 2021, Sysco’s contract assets were not significant. Sysco has no significant commissions paid that are directly attributable to obtaining a particular contract.

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The following tables present our sales disaggregated by reportable segment and sales mix for the company’s principal product categories for the periods presented:
13-Week Period Ended Oct. 2, 2021
US Foodservice OperationsInternational Foodservice OperationsSYGMAOtherTotal
(In thousands)
Principal Product Categories
Fresh and frozen meats$2,444,461 $417,171 $474,656 $— $3,336,288 
Canned and dry products2,076,779 581,895 137,597 — 2,796,271 
Frozen fruits, vegetables, bakery and other1,501,293 518,255 273,148 — 2,292,696 
Poultry1,351,200 241,202 229,357 — 1,821,759 
Dairy products1,101,423 305,112 140,224 — 1,546,759 
Fresh produce986,998 218,963 66,563 — 1,272,524 
Paper and disposables911,350 119,740 188,243 15,499 1,234,832 
Seafood693,013 121,465 33,224 — 847,702 
Beverage products256,385 117,220 137,515 22,089 533,209 
Other (1)
280,061 254,224 23,506 216,715 774,506 
Total Sales$11,602,963 $2,895,247 $1,704,033 $254,303 $16,456,546 

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

13-Week Period Ended Sep. 26, 2020
US Foodservice OperationsInternational Foodservice OperationsSYGMAOtherTotal
(In thousands)
Principal Product Categories
Fresh and frozen meats$1,491,000 $314,172 $428,919 $— $2,234,091 
Canned and dry products1,391,218 391,578 29,573 — 1,812,369 
Frozen fruits, vegetables, bakery and other1,048,833 426,565 256,787 — 1,732,185 
Poultry830,775 179,026 216,635 — 1,226,436 
Dairy products819,493 232,956 147,029 — 1,199,478 
Fresh produce767,097 170,538 64,982 — 1,002,617 
Paper and disposables677,321 90,709 179,174 11,638 958,842 
Seafood481,717 88,567 25,096 — 595,380 
Beverage products179,652 77,466 148,591 11,210 416,919 
Other (1)
234,427 192,116 27,362 145,157 599,062 
Total Sales$7,921,533 $2,163,693 $1,524,148 $168,005 $11,777,379 

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

3. ACQUISITIONS

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

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

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

The purchase price was allocated based on the company’s preliminary estimated fair value of the assets acquired and liabilities assumed, as follows:
Preliminary Purchase Price Allocation
(In millions)
Accounts receivable, net$69 
Inventories79 
Plant and equipment24 
Other assets151 
Goodwill and other intangibles (1)
717 
Total assets1,040 
Accounts payable(73)
Accrued expenses(17)
Deferred tax liabilities(35)
Other liabilities(154)
Total consideration$761 

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

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

8


4.  FAIR VALUE MEASUREMENTS

Sysco’s policy is to invest in only high-quality investments. The fair value of the company’s cash deposits and money market funds included in cash equivalents are valued using inputs that are considered a Level 1 measurement. Other cash equivalents, such as time deposits and highly liquid instruments with original maturities of three months or less, are valued using inputs that are considered a Level 2 measurement. The fair value of the company’s marketable securities are all measured using inputs that are considered a Level 2 measurement, as they rely on quoted prices in markets that are not actively traded or observable inputs over the full term of the asset. The location and the fair value of the company’s marketable securities in the consolidated balance sheet are disclosed in Note 5, “Marketable Securities.” The fair value of the company’s derivative instruments are all measured using inputs that are considered a Level 2 measurement, as they are not actively traded and are valued using pricing models that use observable market quotations. The location and the fair value of derivative assets and liabilities designated as hedges in the consolidated balance sheet are disclosed in Note 6, “Derivative Financial Instruments.”

The following tables present the company’s assets measured at fair value on a recurring basis as of October 2, 2021 and July 3, 2021:
 Assets Measured at Fair Value as of Oct. 2, 2021
 Level 1Level 2Level 3Total
 (In thousands)
Assets:
Cash equivalents
Cash and cash equivalents$1,610,164 $400,003 $— $2,010,167 
Other assets (1)
44,348 — — 44,348 
Total assets at fair value$1,654,512 $400,003 $— $2,054,515 

(1)Represents restricted cash balance recorded within other assets in the consolidated balance sheet.
 Assets Measured at Fair Value as of Jul. 3, 2021
 Level 1Level 2Level 3Total
 (In thousands)
Assets:
Cash equivalents
Cash and cash equivalents$2,805,961 $$— $2,805,964 
Other assets (1)
29,977 — — 29,977 
Total assets at fair value$2,835,938 $$— $2,835,941 

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

The carrying values of accounts receivable and accounts payable approximated their respective fair values due to their short-term maturities. The fair value of Sysco’s total debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the company for new debt with the same maturities as existing debt, and is considered a Level 2 measurement. The fair value of total debt was approximately $13.3 billion, while the carrying value was $11.1 billion as of both October 2, 2021 and July 3, 2021.

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5. MARKETABLE SECURITIES

Sysco invests a portion of the assets held by its wholly owned captive insurance subsidiary in a restricted investment portfolio of marketable fixed income securities, which have been classified and accounted for as available-for-sale. The company includes fixed income securities maturing in less than twelve months within prepaid expenses and other current assets and includes fixed income securities maturing in more than twelve months within other assets in the accompanying consolidated balance sheets. The company records the amounts at fair market value, which is determined using quoted market prices at the end of the reporting period.

Unrealized gains and any portion of a security’s unrealized loss attributable to non-credit losses are recorded in accumulated other comprehensive loss. There were no significant credit losses recognized in the first quarter of fiscal 2022. The following table presents the company’s available-for-sale marketable securities as of October 2, 2021 and July 3, 2021:
Oct. 2, 2021
Amortized Cost BasisGross Unrealized GainsGross Unrealized LossesFair ValueShort-Term Marketable SecuritiesLong-Term Marketable Securities
(In thousands)
Fixed income securities:
Corporate bonds$94,706 $2,311 $(509)$96,508 $6,024 $90,484 
Government bonds30,283 3,402 (5)33,680 — 33,680 
Total marketable securities$124,989 $5,713 $(514)$130,188 $6,024 $124,164 
Jul. 3, 2021
Amortized Cost BasisGross Unrealized GainsGross Unrealized LossesFair ValueShort-Term Marketable SecuritiesLong-Term Marketable Securities
(In thousands)
Fixed income securities:
Corporate bonds$92,547 $2,491 $(456)$94,582 $11,570 $83,012 
Government bonds31,552 3,556 — 35,108 — 35,108 
Total marketable securities$124,099 $6,047 $(456)$129,690 $11,570 $118,120 

As of October 2, 2021, the balance of available-for-sale securities by contractual maturity is shown in the following table. Within the table, maturities of fixed income securities have been allocated based upon timing of estimated cash flows. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.

Oct. 2, 2021
(In thousands)
Due in one year or less$6,024 
Due after one year through five years81,779 
Due after five years through ten years42,385 
Total$130,188 

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

6. DERIVATIVE FINANCIAL INSTRUMENTS

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

10


Hedging of interest rate risk

Sysco manages its debt portfolio with interest rate swaps from time to time to achieve an overall desired position of fixed and floating rates.

Hedging of foreign currency risk

The company uses euro-bond denominated debt to hedge the foreign currency exposure of our net investment in certain foreign operations. Additionally, Sysco’s operations in Europe have inventory purchases denominated in currencies other than their functional currency, such as the euro, U.S. dollar, Polish zloty and Danish krone. These inventory purchases give rise to foreign currency exposure between the functional currency of each entity and these currencies. The company enters into foreign currency forward swap contracts to sell the applicable entity’s functional currency and buy currencies matching the inventory purchase, which operate as cash flow hedges of the company’s foreign currency-denominated inventory purchases.

Hedging of fuel price risk

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

None of the company’s hedging instruments contain credit-risk-related contingent features. Details of outstanding hedging instruments as of October 2, 2021 are presented below:
Maturity Date of the Hedging InstrumentCurrency / Unit of MeasureNotional Value
(In millions)
Hedging of interest rate risk
June 2023Euro500
March 2025U.S. Dollar500
Hedging of foreign currency risk
Various (October 2021)Swedish Krona54
Various (October 2021 to June 2022)British Pound Sterling26
June 2023Euro500
Hedging of fuel risk
Various (October 2021 to June 2022)Gallons30

The location and the fair value of derivative instruments designated as hedges in the consolidated balance sheet as of October 2, 2021 and July 3, 2021 are as follows:
 Derivative Fair Value
 Balance Sheet locationOct. 2, 2021Jul. 3, 2021
(In thousands)
Fair Value Hedges:
Interest rate swapsOther assets$39,124 $43,217 
Cash Flow Hedges:
Fuel swapsOther current assets$16,199 $16,732 
Foreign currency forwardsOther current assets70 42 
Foreign currency forwardsOther current liabilities69 46 

Gains or losses recognized in the consolidated results of operations for cash flow hedging relationships are not significant for each of the periods presented. The location and amount of gains or losses recognized in the consolidated results of operations for fair value hedging relationships for each of the periods, presented on a pretax basis, are as follows:
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13-Week Period Ended
Oct. 2, 2021Sep. 26, 2020
(In thousands)
Total amounts of income and expense line items presented in the consolidated results of operations in which the effects of fair value hedges are recorded$128,214 $146,717 
Gain or (loss) on fair value hedging relationships:
Interest rate swaps:
Hedged items$(2,433)$(9,998)
Derivatives designated as hedging instruments(8,390)3,457 

The losses on the fair value hedging relationships associated with the hedged items as disclosed in the table above consist of the following components for each of the periods presented:
13-Week Period Ended
Oct. 2, 2021Sep. 26, 2020
(In thousands)
Interest expense$(6,526)$(14,834)
Decrease in fair value of debt(4,093)(4,836)
Hedged items$(2,433)$(9,998)

The location and effect of cash flow and net investment hedge accounting on the consolidated statements of comprehensive income for the 13-week periods ended October 2, 2021 and September 26, 2020, presented on a pretax basis, are as follows:

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13-Week Period Ended Oct. 2, 2021
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on DerivativesLocation of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into IncomeAmount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
(In thousands)(In thousands)
Derivatives in cash flow hedging relationships:
Fuel swaps$(485)Operating expense$7,972 
Foreign currency contracts(78)Cost of sales / Other income— 
Total$(563)$7,972 
Derivatives in net investment hedging relationships:
Foreign denominated debt$13,553 N/A$— 
Total$13,553 $— 
13-Week Period Ended Sep. 26, 2020
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on DerivativesLocation of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into IncomeAmount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
(In thousands)(In thousands)
Derivatives in cash flow hedging relationships:
Fuel swaps$2,891 Operating expense$(8,652)
Foreign currency contracts(19,732)Cost of sales / Other income(2,692)
Total$(16,841)$(11,344)
Derivatives in net investment hedging relationships:
Foreign denominated debt$(36,550)N/A$— 
Total$(36,550)$— 

The location and carrying amount of hedged liabilities in the consolidated balance sheet as of October 2, 2021 are as follows:
Oct. 2, 2021
Carrying Amount of Hedged Assets (Liabilities)Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of Hedged Assets (Liabilities)
(In thousands)
Balance sheet location:
Long-term debt$(1,065,690)$(39,124)

The location and carrying amount of hedged liabilities in the consolidated balance sheet as of July 3, 2021 are as follows:
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Jul. 3, 2021
Carrying Amount of Hedged Assets (Liabilities)Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of Hedged Assets (Liabilities)
(In thousands)
Balance sheet location:
Long-term debt$(1,065,364)$(43,217)

7. DEBT

The company has a $2.0 billion long-term revolving credit facility that expires on June 28, 2024, subject to extension. As of October 2, 2021, there were no borrowings outstanding under this facility. During the first quarter of fiscal 2022, Sysco amended its revolving credit facility to (a) eliminate the covenant that had restricted (i) increases to the company’s regular quarterly dividend and (ii) share repurchases, in each case, until the earlier of September 2022 or the date on which Sysco has achieved a certain ratio of consolidated EBITDA to consolidated interest expense, and (b) adjust the covenant requiring Sysco to maintain a certain ratio of consolidated EBITDA to consolidated interest expense.

Sysco has a U.S. commercial paper program allowing the company to issue short-term unsecured notes in an aggregate amount not to exceed $2.0 billion. Any outstanding amounts are classified within long-term debt, as the program is supported by the long-term revolving credit facility. As of October 2, 2021, there were no commercial paper issuances outstanding under this program. During the first 13 weeks of fiscal 2022, there were no borrowing activities under our commercial paper programs, long-term revolving credit facility or short-term bank notes.

8.  EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:
 13-Week Period Ended
 Oct. 2, 2021Sep. 26, 2020
 (In thousands, except for share
and per share data)
Numerator:  
Net earnings$378,013 $216,900 
Denominator:
Weighted-average basic shares outstanding512,516,067 509,127,405 
Dilutive effect of share-based awards3,266,861 1,611,355 
Weighted-average diluted shares outstanding515,782,928 510,738,760 
Basic earnings per share$0.74 $0.43 
Diluted earnings per share$0.73 $0.42 

The number of securities that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 1,963,000 and 6,110,000 for the first quarter of fiscal 2022 and fiscal 2021, respectively.

9.  OTHER COMPREHENSIVE INCOME

Comprehensive income is net earnings plus certain other items that are recorded directly to shareholders’ equity, such as foreign currency translation adjustment, changes in marketable securities, amounts related to certain hedging arrangements and amounts related to pension and other postretirement plans. Comprehensive income was $308.8 million and $315.4 million for the first quarter of fiscal 2022 and fiscal 2021, respectively.

A summary of the components of other comprehensive income (loss) and the related tax effects for each of the periods presented is as follows:
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  13-Week Period Ended Oct. 2, 2021
 Location of
Expense (Income) Recognized in
Net Earnings
Before Tax
Amount
TaxNet of Tax
Amount
  (In thousands)
Pension and other postretirement benefit plans:    
Reclassification adjustments:
Amortization of prior service costOther expense, net$99 $25 $74 
Amortization of actuarial loss, netOther expense, net8,486 2,119 6,367 
Total reclassification adjustments8,585 2,144 6,441 
Foreign currency translation:
Foreign currency translation adjustmentN/A(87,194)— (87,194)
Marketable securities:
   Change in marketable securities (1)
N/A(393)(82)(311)
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
   Change in cash flow hedge
Operating expenses (2)
(563)(134)(429)
   Change in net investment hedgeN/A13,553 3,388 10,165 
Total other comprehensive income before reclassification adjustments12,990 3,254 9,736 
Reclassification adjustments:    
Amortization of cash flow hedgesInterest expense2,874 719 2,155 
Total other comprehensive loss$(63,138)$6,035 $(69,173)

(1)Realized gains or losses on marketable securities are presented within other (income) expense, net in the consolidated results of operations; however, there were no significant gains or losses realized in the first quarter of fiscal 2022.
(2)Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.



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  13-Week Period Ended Sep. 26, 2020
 Location of
Expense (Income) Recognized in
Net Earnings
Before Tax
Amount
TaxNet of Tax
Amount
  (In thousands)
Pension and other postretirement benefit plans:    
Reclassification adjustments:    
Amortization of prior service costOther expense, net$183 $46 $137 
Amortization of actuarial loss, netOther expense, net10,353 2,588 7,765 
Total reclassification adjustments10,536 2,634 7,902 
Foreign currency translation:
Foreign currency translation adjustmentN/A113,140 — 113,140 
Marketable Securities:
Change in marketable securities (1)
N/A(600)(126)(474)
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
   Change in cash flow hedge (3)
Operating expenses (2)
(16,841)(3,874)(12,967)
Change in net investment hedgesN/A(20,399)(9,138)(11,261)
Total other comprehensive income before reclassification adjustments(37,240)(13,012)(24,228)
Reclassification adjustments:
Amortization of cash flow hedgesInterest expense2,874 719 2,155 
Total other comprehensive income$88,710 $(9,785)$98,495 

(1)Realized gains or losses on marketable securities are presented within other (income) expense, net in the consolidated results of operations; however, there were no significant gains or losses realized in the first quarter of fiscal 2021.
(2) Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.
(3) Change in cash flow hedges includes the termination of some cash flow hedges.
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The following tables provide a summary of the changes in accumulated other comprehensive (loss) income for the periods presented:
 13-Week Period Ended Oct. 2, 2021
 Pension and Other Postretirement Benefit Plans,
net of tax
Foreign Currency TranslationHedging,
net of tax
Marketable Securities,
net of tax
Total
 (In thousands)
Balance as of Jul. 3, 2021$(1,061,991)$(40,092)$(51,096)$4,415 $(1,148,764)
Equity adjustment from foreign currency translation— (87,194)— — (87,194)
Amortization of cash flow hedges— — 2,155 — 2,155 
Change in net investment hedges— — 10,165 — 10,165 
Change in cash flow hedge— — (429)— (429)
Amortization of unrecognized prior service cost74 — — — 74 
Amortization of unrecognized net actuarial losses6,367 — — — 6,367 
Change in marketable securities— — — (311)(311)
Balance as of Oct. 2, 2021$(1,055,550)$(127,286)$(39,205)$4,104 $(1,217,937)
 13-Week Period Ended Sep. 26, 2020
 Pension and Other Postretirement Benefit Plans,
net of tax
Foreign Currency TranslationHedging,
net of tax
Marketable Securities,
net of tax
Total
 (In thousands)
Balance as of Jun. 27, 2020$(1,265,714)$(402,384)$(49,878)$7,095 $(1,710,881)
Equity adjustment from foreign currency translation— 113,140 — — 113,140 
Amortization of cash flow hedges— — 2,155 — 2,155 
Change in net investment hedges— — (11,261)— (11,261)
Change in cash flow hedge— — (12,967)— (12,967)
Amortization of unrecognized prior service cost137 — — — 137 
Amortization of unrecognized net actuarial losses7,765 — — — 7,765 
Change in marketable securities— — — (474)(474)
Balance as of Sep. 26, 2020$(1,257,812)$(289,244)$(71,951)$6,621 $(1,612,386)

10.  SHARE-BASED COMPENSATION

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

Stock Incentive Plans

In the first quarter of fiscal 2022, options to purchase 1,150,645 shares were granted to employees. The fair value of each option award is estimated as of the date of grant using a Black-Scholes option pricing model. The weighted average grant-date fair value per option granted during the first quarter of fiscal 2022 was $17.36.

In the first quarter of fiscal 2022, 412,598 performance share units (PSUs) were granted to employees. Based on the jurisdiction in which the employee resides, some of these PSUs were granted with forfeitable dividend equivalents. The fair value of each PSU award granted with a dividend equivalent is based on the company’s stock price as of the date of grant. For PSUs granted without dividend equivalents, the fair value was reduced by the present value of expected dividends during the
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vesting period. The weighted average grant-date fair value per PSU granted during the first quarter of fiscal 2022 was $76.81. The PSUs will convert into shares of Sysco common stock at the end of the three-year performance period based on actual performance targets achieved, as well as the market-based return of Sysco’s common stock relative to that of each company within the S&P 500 index.

In the first quarter of fiscal 2022, 172,739 restricted stock units were granted to employees. The weighted average grant-date fair value per restricted stock unit granted during the first quarter of fiscal 2022 was $76.63.

Employee Stock Purchase Plan

Plan participants purchased 235,197 shares of common stock under the ESPP during the first quarter of fiscal 2022. The weighted average fair value per employee stock purchase right issued pursuant to the ESPP was $11.78 during the first quarter of fiscal 2022. The fair value of each stock purchase right is estimated as the difference between the stock price at the date of issuance and the employee purchase price.

All Share-Based Payment Arrangements

The total share-based compensation cost that has been recognized in results of operations was $29.3 million and $25.8 million for the first quarter of fiscal 2022 and fiscal 2021, respectively.

As of October 2, 2021, there was $154.1 million of total unrecognized compensation cost related to share-based compensation arrangements. This cost is expected to be recognized over a weighted-average period of 1.96 years.

11.  INCOME TAXES

Effective Tax Rate

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

Uncertain Tax Positions

As of October 2, 2021, the gross amount of unrecognized tax benefit and related accrued interest was $32.4 million and $3.8 million, respectively. It is reasonably possible that the amount of the unrecognized tax benefit with respect to certain of the company’s unrecognized tax positions will increase or decrease in the next twelve months. At this time, an estimate of the range of the reasonably possible change cannot be made.

Other

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

12.  COMMITMENTS AND CONTINGENCIES

Legal Proceedings

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

13.  BUSINESS SEGMENT INFORMATION

Sysco distributes food and related products to restaurants, healthcare and educational facilities, lodging establishments and other foodservice customers. Our primary operations are located in North America and Europe. Under the accounting provisions related to disclosures about segments of an enterprise, we have aggregated certain operating segments into 3 reportable segments. “Other” financial information is attributable to our other operating segments that do not meet the quantitative disclosure thresholds.

U.S. Foodservice Operations – primarily includes U.S. Broadline operations, which distribute a full line of food products, including custom-cut meat, seafood, specialty produce, specialty Italian, specialty imports and a wide variety of non-food products;
International Foodservice Operations – includes operations in the Americas (primarily outside of the U.S. and Europe, which distribute a full line of food products and a wide variety of non-food products. The Americas primarily consists of operations in Canada, Bahamas, Mexico, Costa Rica and Panama, as well as our operations that distribute to international customers. Our European operations primarily consist of operations in the U.K., France, Ireland and Sweden;
SYGMA – our U.S. customized distribution operations serving quick-service chain restaurant customer locations; and
Other – primarily our hotel supply operations, Guest Worldwide.
The accounting policies for the segments are the same as those disclosed by Sysco for its consolidated financial statements. Our Global Support Center generally includes all expenses of the corporate office and Sysco’s shared service operations. These also include all U.S. share-based compensation costs.

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

 13-Week Period Ended
 Oct. 2, 2021Sep. 26, 2020
Sales:(In thousands)
U.S. Foodservice Operations$11,602,963 $7,921,533 
International Foodservice Operations2,895,247 2,163,693 
SYGMA1,704,033 1,524,148 
Other254,303 168,005 
Total$16,456,546 $11,777,379 
 13-Week Period Ended
 Oct. 2, 2021Sep. 26, 2020
Operating income (loss):(In thousands)
U.S. Foodservice Operations$797,523 $588,409 
International Foodservice Operations36,676 (537)
SYGMA(2,447)11,692 
Other6,456 (5)
Total segments838,208 599,559 
Global Support Center(206,526)(179,980)
Total operating income631,682 419,579 
Interest expense128,214 146,717 
Other (income) expense, net(3,252)14,124 
Earnings before income taxes$506,720 $258,738 

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

This discussion should be read in conjunction with our consolidated financial statements as of July 3, 2021, and for the fiscal year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in our Annual Report on Form 10-K for the fiscal year ended July 3, 2021 (our fiscal 2021 Form 10-K), as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report.

Highlights

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

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

Sales:
increased 39.7%, or $4.7 billion, to $16.5 billion;
Operating income:
increased 50.6%, or $212.1 million, to $631.7 million;
adjusted operating income increased 87.9%, or $320.4 million, to $685.1 million;
Net earnings:
increased 74.3%, or $161.1 million, to $378.0 million;
adjusted net earnings increased 147.9%, or $256.5 million, to $429.9 million;
Basic earnings per share:
increased 72.1%, or $0.31, to $0.74 per share;
Diluted earnings per share:
increased 73.8%, or $0.31, to $0.73 per share;
adjusted diluted earnings per share increased 144.1%, or $0.49, to $0.83 in fiscal 2022;
EBITDA:
increased 40.2%, or $235.4 million, to $821.4 million; and
adjusted EBITDA increased 62.5%, or $328.1 million, to $852.8 million.

The discussion of our results includes certain non-GAAP financial measures, including EBITDA and adjusted EBITDA, that we believe provide important perspective with respect to underlying business trends. Other than free cash flow, any non-GAAP financial measures will be denoted as adjusted measures to remove the impact of restructuring and transformational project costs consisting of: (1) restructuring charges, (2) expenses associated with our various transformation initiatives and (3) facility closure and severance charges; and acquisition-related costs consisting of: (1) intangible amortization expense and (2) acquisition costs and due diligence costs related to our significant acquisitions. Our results for fiscal 2022 are also impacted by the increase in reserves for uncertain tax positions. Our results for the first quarter of fiscal 2021 were also impacted by the reduction of bad debt expense previously recognized in fiscal 2020 due to the impact of the COVID-19 pandemic on the collectability of our pre-pandemic trade receivable balances, by a loss on the sale of a business and by a net benefit from remeasuring net deferred tax assets due to the changes in U.K. tax rates.

The fiscal 2022 and fiscal 2021 items discussed above are collectively referred to as “Certain Items.” The results of our foreign operations can be impacted by changes in exchange rates applicable to converting from local currencies to U.S. dollars. We measure our total Sysco and our International Foodservice Operations results on a constant currency basis.

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Trends

Economic and Industry Trends

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

Sales and Gross Profit Trends

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

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

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

Operating Expense Trends

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

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

Income Tax Trends

Our provision for income taxes primarily reflects a combination of income earned and taxed in the various U.S. federal and state, as well as foreign, jurisdictions. Tax law changes, increases or decreases in book versus tax basis differences, accruals or adjustments of accruals for unrecognized tax benefits or valuation allowances, and our change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.

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

Comparisons to Fiscal 2019

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

Sales:
increased 8.2%, or $1.2 billion, as compared to fiscal 2019;
Operating income:
increased 0.6%, or $3.5 million, as compared to fiscal 2019;
adjusted operating income decreased 1.0%, or $6.6 million, as compared to fiscal 2019;
EBITDA:
increased 0.8%, or $6.8 million, as compared to fiscal 2019;
adjusted EBITDA decreased 0.6%, or $4.8 million, as compared to fiscal 2019;
Diluted earnings per share:
decreased 9.9%, or $0.08, as compared to fiscal 2019; and
adjusted diluted earnings per share decreased 8.8%, or $0.08, as compared to fiscal 2019.

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

Mergers and Acquisitions

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

In the first quarter of 2022, we acquired Greco and Sons, a leading independent specialty Italian distributor in the United States. We expect this acquisition to deliver over $1 billion in incremental sales to Sysco in fiscal 2022.
In the first quarter of fiscal 2022, we acquired a specialty food distributor in the United Kingdom.
In the second quarter of 2022, we acquired a regional broadline fresh produce distributor. The acquisition will operate as part of Sysco’s U.S. specialty produce business.

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Strategy

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

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

Results of Operations

The following table sets forth the components of our consolidated results of operations expressed as a percentage of sales for the periods indicated:
 13-Week Period Ended
 Oct. 2, 2021Sep. 26, 2020
Sales100.0 %100.0 %
Cost of sales81.9 81.2 
Gross profit18.1 18.8 
Operating expenses14.2 15.3 
Operating income3.8 3.5 
Interest expense0.8 1.2 
Other (income) expense, net— 0.1 
Earnings before income taxes3.1 2.2 
Income taxes0.8 0.4 
Net earnings2.3 %1.8 %

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The following table sets forth the change in the components of our consolidated results of operations expressed as a percentage increase or decrease over the comparable period in the prior year:
 13-Week Period Ended
Oct. 2, 2021
Sales39.7 %
Cost of sales41.1 
Gross profit33.9 
Operating expenses30.0 
Operating income50.6 
Interest expense12.6 
Other (income) expense, net (1) (2)
123.0 
Earnings before income taxes(95.8)
Income taxes207.6 
Net earnings74.3 %
Basic earnings per share72.1 %
Diluted earnings per share73.8 
Average shares outstanding0.7 
Diluted shares outstanding1.0 

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

The following tables represent our results by reportable segments:
 13-Week Period Ended Oct. 2, 2021
 U.S. Foodservice OperationsInternational Foodservice OperationsSYGMAOtherGlobal Support CenterConsolidated
Totals
 (In thousands)
Sales$11,602,963 $2,895,247 $1,704,033 $254,303 $16,456,546 
Sales increase (decrease)46.5 %33.8 %11.8 %51.4 %39.7 %
Percentage of total70.5 %17.6 %10.4 %1.5 %100.0 %
Operating income (loss)$797,523 $36,676 $(2,447)$6,456 $(206,526)$631,682 
Operating income (loss) increase (decrease)35.5 %NMNMNM14.7 %50.6 %
Percentage of total segments95.1 %4.4 %(0.3)%0.8 %100.0 %
Operating income (loss) as a percentage of sales6.9 %1.3 %(0.1)%2.5 %3.8 %

 13-Week Period Ended Sep. 26, 2020
 U.S. Foodservice OperationsInternational Foodservice OperationsSYGMAOtherGlobal Support CenterConsolidated
Totals
 (In thousands)
Sales$7,921,533 $2,163,693 $1,524,148 $168,005 $11,777,379 
Percentage of total67.3 %18.4 %12.9 %1.4 %100.0 %
Operating income$588,409 $(537)$11,692 $(5)$(179,980)$419,579 
Percentage of total segments98.1 %(0.1)%2.0 %— %100.0 %
Operating income as a percentage of sales7.4 %— %0.8 %— %3.6 %

Based on information in Note 13, “Business Segment Information,” in the Notes to Consolidated Financial Statements in Item 1 of Part I, in the first quarter of fiscal 2022, U.S. Foodservice Operations and International Foodservice Operations collectively represented approximately 88.1% of Sysco’s overall sales and 99.5% of total segment operating income. This illustrates that these segments represent a substantial majority of our total segment results when compared to other reportable segments.
24



Results of U.S. Foodservice Operations

The following tables set forth a summary of the components of operating income expressed as a percentage increase or decrease over the comparable period in the prior year:
 13-Week Period Ended Oct. 2, 202113-Week Period Ended Sep. 26, 2020Change in Dollars% Change
 (Dollars in thousands)
Sales$11,602,963 $7,921,533 $3,681,430 46.5 %
Gross profit2,185,154 1,599,707 585,447 36.6 
Operating expenses1,387,631 1,011,298 376,333 37.2 
Operating income$797,523 $588,409 $209,114 35.5 %
Gross profit$2,185,154 $1,599,707 $585,447 36.6 %
Adjusted operating expenses (Non-GAAP)1,389,394 1,096,675 292,719 26.7 
Adjusted operating income (Non-GAAP)$795,760 $503,032 $292,728 58.2 %

Sales

The following table sets forth the percentage and dollar value increase or decrease in the major factors impacting sales as compared to the corresponding prior year period in order to demonstrate the cause and magnitude of change.
Increase (Decrease)
13-Week Period
(Dollars in millions)
Cause of changePercentageDollars
Case volume28.7 %$2,273.8 
Inflation (1)
13.5 1,069.6 
Acquisitions (2)
2.1 167.0 
Other (3)
2.2 171.0 
Total change in sales46.5 %$3,681.4 

(1)Includes product cost inflation of 13.4% for U.S. Broadline operations.
(2)Includes the impact of the Greco and Sons acquisition.
(3)Case volume excludes the volume impact from our custom-cut meat companies that do not measure volume in cases. Any impact in volumes from these operations is included within “Other.”

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

Operating Income

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

Gross profit dollar growth in the first quarter of fiscal 2022, as compared to the first quarter of fiscal 2021, was driven primarily by the improvement in local cases and the pass through of higher inflation to our customers, partially offset by a decline in penetration of Sysco-branded products. The estimated change in product costs, an internal measure of inflation or deflation, for the first quarter of fiscal 2022 for our U.S. Broadline operations was inflation of 13.4%. For the first quarter of fiscal 2022, this change in product costs was primarily driven by inflation in the meat, poultry, and canned and dry foods categories. Gross margin, which is gross profit as a percentage of sales, was 18.83% in the first quarter of fiscal 2022, which
25


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

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

Results of International Foodservice Operations

The following table sets forth a summary of the components of operating income and adjusted operating income expressed as a percentage increase or decrease over the comparable period in the prior year:
 13-Week Period Ended Oct. 2, 202113-Week Period Ended Sep. 26, 2020Change in Dollars% Change
 (Dollars in thousands)
Sales$2,895,247 $2,163,693 $731,554 33.8 %
Gross profit589,134 450,398 138,736 30.8 
Operating expenses552,458 450,935 101,523 22.5 
Operating income (loss)$36,676 $(537)$37,213 NM
Gross profit$589,134 $450,398 $138,736 30.8 %
Adjusted operating expenses (Non-GAAP)525,017 431,616 93,401 21.6 
Adjusted operating income (Non-GAAP)$64,117 $18,782 $45,335 241.4 %
Sales on a constant currency basis (Non-GAAP)$2,773,852 $2,163,693 $610,159 28.2 %
Gross profit on a constant currency basis (Non-GAAP)566,400 450,398 116,002 25.8 
Adjusted operating expenses on a constant currency basis (Non-GAAP)503,943 431,616 72,327 16.8 
Adjusted operating income (Non-GAAP)$62,457 $18,782 $43,675 232.5 %

Sales

The following tables set forth the percentage and dollar value increase or decrease in the major components impacting sales as compared to the corresponding prior year period in order to demonstrate the cause and magnitude of change.
Increase (Decrease)
13-Week Period
(Dollars in millions)
Cause of changePercentageDollars
Inflation3.3 %$71.9 
Foreign currency5.7 122.9 
Other (1)
24.8 536.8 
Total change in sales33.8 %$731.6 

(1)The impact of volumes as a component of sales growth from international operations are included within “Other.” Volume in our foreign operations includes volume metrics that differ from country to country and cannot be aggregated on a consistent, comparable basis.

Sales for the first quarter of fiscal 2022 were higher, as compared to the first quarter of fiscal 2021, primarily due to the significant improvement in volume, as restrictions continued to ease across our European, Canadian and Latin American businesses.
26



Operating Income

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

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

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

Results of SYGMA and Other Segment

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

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

Global Support Center Expenses

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

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

Interest Expense

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

Net Earnings

Net earnings increased 74.3% in the first quarter of fiscal 2022, as compared to the first quarter of fiscal 2021, due primarily to the items noted above for operating income and interest expense, as well as items impacting our income taxes that are discussed in Note 11, “Income Taxes,” in the Notes to Consolidated Financial Statements in Item 1 of Part I. Adjusted net earnings, excluding Certain Items, increased 147.9% in the first quarter of fiscal 2022, primarily due to a significant increase in sales volume, partially offset by an unfavorable tax expense compared to the prior year.

Earnings Per Share

Basic earnings per share in the first quarter of fiscal 2022 were $0.74, a 72.1% increase from the comparable prior year amount of $0.43 per share. Diluted earnings per share in the first quarter of fiscal 2022 were $0.73, a 73.8% increase from the comparable prior year period amount of $0.42 per share.
27



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



28


Non-GAAP Reconciliations
Our discussion of our results includes certain non-GAAP financial measures, including EBITDA and adjusted EBITDA, that we believe provide important perspective with respect to underlying business trends. Other than free cash flow, any non-GAAP financial measures will be denoted as adjusted measures to remove the impact of restructuring and transformational project costs consisting of: (1) restructuring charges, (2) expenses associated with our various transformation initiatives and (3) facility closure and severance charges; and by acquisition-related costs consisting of: (1) intangible amortization expense and (2) acquisition costs and due diligence costs related to our significant acquisitions. Our results for the first quarter of fiscal 2022 are also impacted by the increase in reserves for uncertain tax positions. Sysco’s results for the first quarter of fiscal 2022 and fiscal 2021 were also impacted by the reduction of bad debt expense previously recognized in fiscal 2020 due to the impact of the COVID-19 pandemic on the collectability of our pre-pandemic trade receivable balances, by a loss on the sale of a business and by a net benefit from remeasuring net deferred tax assets due to the changes in U.K. tax rates.
The results of our foreign operations can be impacted due to changes in exchange rates applicable in converting local currencies to U.S. dollars. We measure our total Sysco and our International Foodservice Operations results on a constant currency basis. Constant currency operating results are calculated by translating current-period local currency operating results with the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period. The constant currency impact on our adjusted total Sysco and our adjusted International Foodservice Operations results are disclosed when the impact exceeds a defined threshold of greater than 1% on the growth metric. If the amount does not exceed this threshold, a disclosure will be made that the impact of the currency change was not significant.
Management believes that adjusting its operating expenses, operating income, net earnings and diluted earnings per share to remove these Certain Items and presenting its International Foodservice Operations results on a constant currency basis, provides an important perspective with respect to our underlying business trends and results and provides meaningful supplemental information to both management and investors that (1) is indicative of the performance of the company’s underlying operations and (2) facilitates comparisons on a year-over-year basis.
Although Sysco has a history of growth through acquisitions, certain acquisitions were significantly larger than the companies historically acquired by Sysco, with a proportionately greater impact on Sysco’s consolidated financial statements. Accordingly, Sysco is excluding from its non-GAAP financial measures for the relevant periods the impact of acquisition-related intangible amortization, acquisition costs and due-diligence costs specific to our significant acquisitions. We believe this approach significantly enhances the comparability of Sysco’s results for fiscal 2022 and fiscal 2021.
Set forth below is a reconciliation of sales, operating expenses, operating income, other (income) expense, net earnings and diluted earnings per share to adjusted results for these measures for the periods presented. Individual components of diluted earnings per share may not add up to the total presented due to rounding. Adjusted diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.



29




13-Week Period Ended Oct. 2, 202113-Week Period Ended Sep. 26, 2020Change in Dollars% Change
Sales (GAAP)$16,456,546 $11,777,379 $4,679,167 39.7 %
Impact of currency fluctuations (1)
(124,726)— (124,726)(1.1)
Comparable sales using a constant currency basis (Non-GAAP)$16,331,820 $11,777,379 $4,554,441 38.7 %
Gross profit (GAAP)$2,971,708 $2,219,845 $751,863 33.9 %
Impact of currency fluctuations (1)
(23,863)— (23,863)(1.1)
Comparable gross profit using a constant currency basis (Non-GAAP)$2,947,845 $2,219,845 $728,000 32.8 %
Gross margin (GAAP)18.06 %18.85 %-79 bps
Impact of currency fluctuations (1)
(0.01)— -1 bps
Comparable Gross margin using a constant currency basis (Non-GAAP)18.05 %18.85 %-80 bps
Operating expenses (GAAP)$2,340,026 $1,800,266 $539,760 30.0 %
Impact of restructuring and transformational project costs (2)
(24,511)(25,964)1,453 5.6 
Impact of acquisition-related costs (3)
(35,926)(17,755)(18,171)(102.3)
Impact of bad debt reserve adjustments (4)
7,061 98,629 (91,568)(92.8)
Operating expenses adjusted for Certain Items (Non-GAAP)2,286,650 1,855,176 431,474 23.3 
Impact of currency fluctuations (1)
(21,751)— (21,751)(1.2)
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP)$2,264,899 $1,855,176 $409,723 22.1 %
Operating income (GAAP)$631,682 $419,579 $212,103 50.6 %
Impact of restructuring and transformational project costs (2)
24,511 25,964 (1,453)(5.6)
Impact of acquisition-related costs (3)
35,926 17,755 18,171 102.3 
Impact of bad debt reserve adjustments (4)
(7,061)(98,629)91,568 92.8 
Operating income adjusted for Certain Items (Non-GAAP)685,058 364,669 320,389 87.9 %
Impact of currency fluctuations (1)
(2,112)— (2,112)(0.6)
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP)$682,946 $364,669 $318,277 87.3 %
Other (income) expense (GAAP)$(3,252)$14,124 $(17,376)123.0 %
Impact of loss on sale of business— (12,043)12,043 NM
Other (income) expense adjusted for Certain Items (Non-GAAP)$(3,252)$2,081 $(5,333)256.3 %
Net earnings (GAAP)$378,013 $216,900 $161,113 74.3 %
Impact of restructuring and transformational project costs (2)
24,511 25,964 (1,453)(5.6)
Impact of acquisition-related costs (3)
35,926 17,755 18,171 102.3 
Impact of bad debt reserve adjustments (4)
(7,061)(98,629)91,568 92.8 
Impact of loss on sale of business— 12,043 (12,043)NM
Tax impact of restructuring and transformational project costs (5)
(6,186)(5,920)(266)(4.5)
Tax impact of acquisition-related costs (5)
(9,066)(4,048)(5,018)(124.0)
Tax impact of bad debt reserves adjustments (5)
1,782 22,488 (20,706)(92.1)
Tax impact of loss on sale of business (5)
— (7,553)7,553 NM
Impact of adjustments to uncertain tax positions12,000 — 12,000 NM
Impact of foreign tax rate change (6)
— (5,548)5,548 NM
Net earnings adjusted for Certain Items (Non-GAAP)$429,919 $173,452 $256,467 147.9 %
30


Diluted earnings per share (GAAP)$0.73 $0.42 $0.31 73.8 %
Impact of restructuring and transformational project costs (2)
0.05 0.05 — — 
Impact of acquisition-related costs (3)
0.07 0.03 0.04 133.3 
Impact of bad debt reserve adjustments (4)
(0.01)(0.19)0.18 94.7 
Impact of loss on sale of business— 0.02 (0.02)NM
Tax impact of restructuring and transformational project costs (5)
(0.01)(0.01)— — 
Tax impact of acquisition-related costs (5)
(0.02)(0.01)(0.01)(100.0)
Tax impact of bad debt reserves adjustments (5)
— 0.04 (0.04)NM
Tax impact of Impact of loss on sale of business (5)
— (0.01)0.01 NM
Impact of adjustments to uncertain tax positions0.02 — 0.02 NM
Impact of foreign tax rate change (6)
— (0.01)0.01 NM
Diluted earnings per share adjusted for Certain Items (Non-GAAP) (7)
$0.83 $0.34 $0.49 144.1 %

(1)Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on current year results.
(2)Fiscal 2022 includes $16 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy and $8 million related to restructuring charges. Fiscal 2021 includes $13 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy and $13 million of primarily consisting of restructuring charges.
(3)Fiscal 2022 includes $22 million of intangible amortization expense and $14 million in acquisition and due diligence costs, which are primarily included in Global Support Center expenses. Fiscal 2021 represents $18 million related to intangible amortization expense.
(4)Fiscal 2022 and 2021 represent the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(5)The tax impact of adjustments for Certain Items are calculated by multiplying the pretax impact of each Certain Item by the statutory rates in effect for each jurisdiction where the Certain Item was incurred.
(6)Fiscal 2021 represents a net benefit from remeasuring Sysco’s accrued income taxes, deferred tax asset and deferred tax liabilities due to changes in tax rates in the United Kingdom.
(7)Individual components of diluted earnings per share may not add up to the total presented due to rounding. Total diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.
NM represents that the percentage change is not meaningful.

31


13-Week Period Ended Oct. 2, 202113-Week Period Ended Sep. 29, 2018Change in Dollars% Change
Sales (GAAP)$16,456,546 $15,215,279 $1,241,267 8.2 %
Gross profit (GAAP)2,971,708 2,903,785 67,923 2.3 %
Gross margin (GAAP)18.06 %19.08 %-103
Operating expenses (GAAP)$2,340,026 $2,275,645 $64,381 2.8 %
Impact of restructuring and transformational project costs (1)
(24,511)(40,903)16,392 40.1 %
Impact of acquisition-related costs (2)
(35,926)(22,636)(13,290)(58.7)%
Impact of bad debt reserve adjustments (3)
7,061 — 7,061 NM
Comparable operating expenses adjusted for Certain Items (Non-GAAP)$2,286,650 $2,212,106 $74,544 3.4 %
Operating income (GAAP)$631,682 $628,140 $3,542 0.6 %
Impact of restructuring and transformational project costs (1)
24,511 40,903 (16,392)(40.1)%
Impact of acquisition-related costs (2)
35,926 22,636 13,290 58.7 %
Impact of bad debt reserve adjustments (3)
(7,061)— (7,061)NM
Operating income adjusted for Certain Items (Non-GAAP)$685,058 $691,679 $(6,621)(1.0)%
Net earnings (GAAP)$378,013 $431,042 $(53,029)(12.3)%
Impact of restructuring and transformational project costs (1)
24,511 40,903 (16,392)(40.1)%
Impact of acquisition-related costs (2)
35,926 22,636 13,290 58.7 %
Impact of bad debt reserve adjustments (3)
(7,061)— (7,061)NM
Tax impact of restructuring and transformational project costs (4)
(6,186)(10,674)4,488 42.0 %
Tax impact of acquisition-related costs (4)
(9,066)(4,691)(4,375)(93.3)%
Tax impact of bad debt reserves adjustments (4)
1,782 — 1,782 NM
Impact of adjustments to uncertain tax positions12,000 — 12,000 NM
Net earnings adjusted for Certain Items (Non-GAAP)$429,919 $479,216 $(49,297)(10.3)%
Diluted earnings per share (GAAP)$0.73 $0.81 $(0.08)(9.9)%
Impact of restructuring and transformational project costs (1)
0.05 0.08 (0.03)(37.5)%
Impact of acquisition-related costs (2)
0.07 0.04 0.03 75.0 %
Impact of bad debt reserve adjustments (3)
(0.01)— (0.01)NM
Tax impact of restructuring and transformational project costs (4)
(0.01)(0.02)0.01 50.0 %
Tax impact of acquisition-related costs (4)
(0.02)(0.01)(0.01)(100.0)%
Tax impact of bad debt reserves adjustments (4)
— — — NM
Impact of adjustments to uncertain tax positions0.02 — 0.02 NM
Diluted earnings per share adjusted for Certain Items (Non-GAAP) (5)
$0.83 $0.91 $(0.08)(8.8)%
(1)Fiscal 2022 includes $16 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy, and $8 million primarily consisting of restructuring charges. Fiscal 2019 includes $26 million related to various transformation initiative costs and $15 million related to severance, restructuring and facility closure charges.
(2)Fiscal 2022 includes $22 million of intangible amortization expense and $14 million of acquisition and due diligence costs, which are primarily included in Global Support Center expenses. Fiscal 2019 includes $21 million of intangible amortization expense and $1 million of acquisition costs.
(3)Fiscal 2022 represents the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(4)The tax impact of adjustments for Certain Items is calculated by multiplying the pretax impact of each Certain Item by the statutory rates in effect for each jurisdiction where the Certain Item was incurred.
(5)Individual components of diluted earnings per share may not add up to the total presented due to rounding. Total diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.
NM represents that the percentage change is not meaningful.
32



13-Week Period Ended Oct. 2, 202113-Week Period Ended Sep. 26, 2020Change in Dollars%/bps Change
U.S. FOODSERVICE OPERATIONS
Operating expenses (GAAP)$1,387,631 $1,011,298 $376,333 37.2 %
Impact of restructuring and transformational project costs(3)(940)937 99.7 
Impact of acquisition-related costs (1)
(4,654)— (4,654)NM
Impact of bad debt reserve adjustments (2)
6,420 86,317 (79,897)(92.6)
Operating expenses adjusted for Certain Items (Non-GAAP)$1,389,394 $1,096,675 $292,719 26.7 %
Operating income (GAAP)$797,523 $588,409 $209,114 35.5 %
Impact of restructuring and transformational project costs940 (937)(99.7)
Impact of acquisition-related costs (1)
4,654 — 4,654 NM
Impact of bad debt reserve adjustments (2)
(6,420)(86,317)79,897 92.6 
Operating income adjusted for Certain Items (Non-GAAP)$795,760 $503,032 $292,728 58.2 %
INTERNATIONAL FOODSERVICE OPERATIONS
Sales (GAAP)$2,895,247 $2,163,693 $731,554 33.8 %
Impact of currency fluctuations (3)
(121,395)— (121,395)(5.6)
Comparable sales using a constant currency basis (Non-GAAP)$2,773,852 $2,163,693 $610,159 28.2 %
Gross profit (GAAP)$589,134 $450,398 $138,736 30.8 %
Impact of currency fluctuations (3)
(22,734)— (22,734)(5.0)
Comparable gross profit using a constant currency basis (Non-GAAP)$566,400 $450,398 $116,002 25.8 %
Gross margin (GAAP)20.35 %20.82 %-48 bps
Impact of currency fluctuations (3)
(0.07)— -7 bps
Comparable gross margin using a constant currency basis (Non-GAAP)20.42 %20.82 %-40 bps
Operating expenses (GAAP)$552,458 $450,935 $101,523 22.5 %
Impact of restructuring and transformational project costs (4)
(9,426)(12,993)3,567 27.5 
Impact of acquisition-related costs (5)
(18,656)(17,755)(901)(5.1)
Impact of bad debt reserve adjustments (2)
641 11,429 (10,788)(94.4)
Operating expenses adjusted for Certain Items (Non-GAAP)525,017 431,616 93,401 21.6 
Impact of currency fluctuations (3)
(21,074)— (21,074)(4.9)
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP)$503,943 $431,616 $72,327 16.8 %
Operating income (loss) (GAAP)$36,676 $(537)$37,213 NM
Impact of restructuring and transformational project costs (4)
9,426 12,993 (3,567)(27.5)
Impact of acquisition-related costs (5)
18,656 17,755 901 5.1 
Impact of bad debt reserve adjustments (2)
(641)(11,429)10,788 94.4 
Operating income adjusted for Certain Items (Non-GAAP)64,117 18,782 45,335 241.4 
Impact of currency fluctuations (3)
(1,660)— (1,660)(8.8)
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP)$62,457 $18,782 $43,675 232.5 %
SYGMA
Operating expenses (GAAP)$140,604 $119,849 $20,755 17.3 %
Impact of restructuring and transformational project costs— (13)13 NM
Operating expenses adjusted for Certain Items (Non-GAAP)$140,604 $119,836 $20,768 17.3 %
Operating (loss) income (GAAP)$(2,447)$11,692 $(14,139)(120.9)%
Impact of restructuring and transformational project costs— 13 (13)NM
Operating (loss) income adjusted for Certain Items (Non-GAAP)$(2,447)$11,705 $(14,152)(120.9)%
33


OTHER
Operating expenses (GAAP)$52,565 $40,435 $12,130 30.0 %
Impact of bad debt reserve adjustments (2)
— 883 (883)NM
Operating expenses adjusted for Certain Items (Non-GAAP)$52,565 $41,318 $11,247 27.2 %
Operating income (loss) (GAAP)$6,456 $(5)$6,461 NM
Impact of bad debt reserve adjustments (2)
— (883)883 NM
Operating income (loss) adjusted for Certain Items (Non-GAAP)$6,456 $(888)$7,344 NM
GLOBAL SUPPORT CENTER
Operating expenses (GAAP)$206,768 $177,749 $29,019 16.3 %
Impact of restructuring and transformational project costs (6)
(15,082)(12,018)(3,064)(25.5)
Impact of acquisition-related costs (7)
(12,616)— (12,616)NM
Operating expenses adjusted for Certain Items (Non-GAAP)$179,070 $165,731 $13,339 8.0 %
Operating loss (GAAP)$(206,526)$(179,980)$(26,546)14.7 %
Impact of restructuring and transformational project costs (6)
15,082 12,018 3,064 25.5 
Impact of acquisition-related costs (7)
12,616 — 12,616 NM
Operating loss adjusted for Certain Items (Non-GAAP)$(178,828)$(167,962)$(10,866)6.5 %
(1)Fiscal 2022 includes $3 million intangible amortization expense and acquisition costs.
(2)Fiscal 2022 and 2021 represent the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(3)Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on current year results.
(4)Includes restructuring and facility closure costs primarily in Europe.
(5)Represents intangible amortization expense.
(6)Includes various transformation initiative costs, primarily consisting of changes to our business technology strategy.
(7)Represents due diligence costs.
NM represents that the percentage change is not meaningful.
34


EBITDA and Adjusted EBITDA

EBITDA and adjusted EBITDA should not be used as a substitute for the most comparable GAAP measure in assessing Sysco’s overall financial performance for the periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Key Performance Indicators” contained in our fiscal 2021 Form 10-K for discussions around this non-GAAP performance metric. Set forth below is a reconciliation of actual net earnings to EBITDA and to adjusted EBITDA results for the periods presented (dollars in thousands):

13-Week Period Ended Oct. 2, 202113-Week Period Ended Sep. 26, 2020Change in Dollars% Change
Net earnings (GAAP)$378,013 $216,900 $161,113 74.3 %
Interest (GAAP)128,214 146,717 (18,503)(12.6)%
Income taxes (GAAP)128,707 41,838 86,869 207.6 
Depreciation and amortization (GAAP)186,466 180,520 5,946 3.3 
EBITDA (Non-GAAP)$821,400 $585,975 $235,425 40.2 %
Certain Item adjustments:
Impact of restructuring and transformational project costs (1)
24,247 25,278 (1,031)(4.1)
Impact of acquisition-related costs (2)
14,221 — 14,221 NM
Impact of bad debt reserve adjustments (3)
(7,061)(98,629)91,568 (92.8)
Impact of impact of loss on sale of business— 12,043 (12,043)NM
EBITDA adjusted for Certain Items (Non-GAAP) (4)$852,807 $524,667 $328,140 62.5 %
(1)Includes various transformation initiative costs, primarily consisting of changes to our business technology strategy, excluding charges related to accelerated depreciation.
(2)Fiscal 2022 includes acquisition and due diligence costs.
(3)Fiscal 2022 and 2021 represent the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(4)In arriving at adjusted EBITDA, Sysco does not adjust out interest income of $2 million and $4 million for fiscal 2022 and fiscal 2021, respectively, or non-cash stock compensation expense of $29 million and $25 million for fiscal 2022 and fiscal 2021, respectively.

35


13-Week Period Ended Oct. 2, 202113-Week Period Ended Sep. 29, 2018Change in Dollars% Change
Net earnings (GAAP)$378,013 $431,042 $(53,029)(12.3)%
Interest (GAAP)128,214 89,016 39,198 44.0 %
Income taxes (GAAP)128,707 106,950 21,757 20.3 %
Depreciation and amortization (GAAP)186,466 187,627 (1,161)(0.6)%
EBITDA (Non-GAAP)$821,400 $814,635 $6,765 0.8 %
Certain Item adjustments:
Impact of restructuring and transformational project costs (1)
24,247 40,903 (16,656)(40.7)%
Impact of acquisition-related costs (2)
14,221 2,056 12,165 NM
Impact of bad debt reserve adjustments (3)
(7,061)— (7,061)NM
EBITDA adjusted for Certain Items (Non-GAAP) (4)
$852,807 $857,594 $(4,787)(0.6)%
(1)Fiscal 2022 includes various transformation initiative costs, primarily consisting of changes to our business technology strategy, excluding charges related to accelerated depreciation. Fiscal 2019 includes $26 million related to various transformation initiative costs and $15 million related to severance, restructuring and facility closure charges, excluding charges related to accelerated depreciation.
(2)Fiscal 2022 includes acquisition and due diligence costs. Fiscal 2019 represents acquisition costs.
(3)Fiscal 2022 represents the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(4)In arriving at adjusted EBITDA, Sysco does not adjust out interest income of $2 million and $1 million for fiscal 2022 and fiscal 2019, respectively, or non-cash stock compensation expense of $29 million in both fiscal 2022 and fiscal 2019.
NM represents that the percentage change is not meaningful.

Liquidity and Capital Resources

36


Highlights

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

 13-Week Period Ended Oct. 2, 202113-Week Period Ended Sep. 26, 2020
 (In thousands)
Net cash provided by operating activities (GAAP)$110,812 $930,914 
Additions to plant and equipment(85,019)(75,539)
Proceeds from sales of plant and equipment5,627 7,064 
Free Cash Flow (Non-GAAP) (1)
$31,420 $862,439 
Acquisition of businesses, net of cash acquired$(714,010)$— 
Debt (repayments) borrowings, net(10,048)(753,589)
Dividends paid(240,561)(228,714)
(1)
Free cash flow should not be used as a substitute for the most comparable GAAP measure in assessing the company’s liquidity for the periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Key Performance Indicators” contained in our fiscal 2021 Form 10-K for discussions around this non-GAAP performance metric.


Sources and Uses of Cash

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

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

Cash Flows

Operating Activities

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

Changes in working capital had a negative impact of $886.1 million on cash flow from operations period-over-period. There were unfavorable comparisons on receivables, inventories and accounts payable. The unfavorable comparison in cash flows from accounts receivables is primarily due to our customers beginning to purchase more in the first quarter of fiscal 2022, coupled with significantly lower sales in the first quarter of fiscal 2021 resulting from the COVID-19 pandemic. In the first quarter of fiscal 2021, we recorded a net credit to the provision for losses on receivables totaling $77.8 million, which reflects a benefit on the reduction of our allowance for pre-pandemic receivable balances, as collection rates exceeded our expectations. In the first quarter of fiscal 2022, we invested heavily in inventory, and we ended the quarter with inventory on-hand and inventory on-order in a combined amount that exceeds our pre-COVID-19 levels. This positions us to be able to ship product on time and in full during the recovery from COVID-19. Accounts payable has increased, as we continue our business recovery
37


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

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

Investing Activities

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

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

Financing Activities

Equity Transactions

Proceeds from exercises of share-based compensation awards were $17.9 million in the first quarter of fiscal 2022, as compared to $31.9 million in the first quarter of fiscal 2021. The level of option exercises, and thus proceeds, will vary from period to period and is largely dependent on movements in our stock price and the time remaining before option grants expire.

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

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

Debt Activity and Borrowing Availability

Our debt activity, including issuances and repayments, if any, and our borrowing availability is described in Note 7, “Debt,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q. Our outstanding borrowings at October 2, 2021 are disclosed within that note.

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

Guarantor Summarized Financial Information

On January 19, 2011, the wholly owned U.S. Broadline subsidiaries of Sysco Corporation, which distribute a full line of food products and a wide variety of non-food products, at that time entered into full and unconditional guarantees of all outstanding senior notes and debentures of Sysco Corporation. All subsequent issuances of senior notes and debentures in the U.S. and borrowings under the company’s $2.0 billion long-term revolving credit facility have also been guaranteed by these subsidiaries. As of October 2, 2021, Sysco had a total of $10.6 billion in senior notes, debentures and borrowings under the long-term revolving credit facility that were guaranteed by these subsidiary guarantors. Our remaining consolidated subsidiaries (non-guarantor subsidiaries) are not obligated under the senior notes indenture, debentures indenture or our long-term revolving credit facility. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” contained in our fiscal 2021 Form 10-K for additional information regarding the terms of the guarantees.
38



Basis of Preparation of the Summarized Financial Information

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

Combined Parent and Guarantor Subsidiaries Summarized Balance SheetOct. 2, 2021Jul. 3, 2021
(In thousands)
ASSETS
Receivables due from non-obligor subsidiaries$148,565 $171,718 
Current assets6,251,167 6,661,284 
Total current assets$6,399,732 $6,833,002 
Notes receivable from non-obligor subsidiaries$83,550 $83,457 
Other noncurrent assets3,981,818 3,933,833 
Total noncurrent assets$4,065,368 $4,017,290 
LIABILITIES
Payables due to non-obligor subsidiaries$76,547 $203,365 
Other current liabilities2,403,275 2,299,674 
Total current liabilities$2,479,822 $2,503,039 
Notes payable to non-obligor subsidiaries$230,956 $269,709 
Long-term debt10,127,201 10,139,596 
Other noncurrent liabilities1,306,495 1,209,598 
Total noncurrent liabilities$11,664,652 $11,618,903 

Combined Parent and Guarantor Subsidiaries Summarized Results of Operations13-Week Period Ended Oct. 2, 2021
(In thousands)
Sales$10,665,199 
Gross profit1,924,123 
Operating income602,325 
Interest expense from non-obligor subsidiaries11,069 
Net earnings349,251 

Critical Accounting Policies and Estimates

Critical accounting policies and estimates are those that are most important to the portrayal of our financial position and results of operations. These policies require our most subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. We have reviewed with the Audit Committee of the Board of Directors the development and selection of the critical accounting policies and estimates and this related disclosure. Our most critical accounting policies and estimates pertain to goodwill and intangible assets, allowance for doubtful accounts, income taxes, share-based compensation and the company-sponsored pension plans, which are described in Item 7 of our fiscal 2021 Form 10-K.

39


Forward-Looking Statements

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

the effect, impact, potential duration or other implications of the COVID-19 pandemic and any expectations we may have with respect thereto, including our ability to withstand the crisis;
our expectations regarding our business and the economic recovery generally as the COVID-19 pandemic subsides, including beliefs regarding future customer activity and the timing of the recovery;
our expectations regarding the impact of the COVID-19 pandemic on our mix of earnings by jurisdiction;
our expectations regarding the recovery of our travel, hospitality and Food Service Management sectors of our business, and the impact that recovery in such sectors will have on our business;
our expectations regarding our ability to meet our stated growth rate goals for fiscal 2022;
our belief that our Recipe for Growth strategy will enable us to accelerate over the next three years to meet our growth target by the end of fiscal 2024;
our expectations that our Recipe for Growth strategy will enable our International Foodservice Operations segment to improve how we serve local customers and will create a better balance in our customer mix;
our expectations regarding inflation;
our expectations regarding the impact of certain investments on our ability to serve customers and continue to gain market share, and our expectations regarding the impact of such investments on our results for the second quarter of 2022;
our expectations regarding the impact of the acquisition of Greco and Sons on incremental sales;
our expectations regarding our efforts to reduce overtime rates and the incremental investments in hiring, and our expectations regarding the effects thereof on profits throughout fiscal 2022 and the size of such investments;
our ability to grow substantially faster than the foodservice distribution industry and deliver profitable growth through our Recipe for Growth strategy;
our belief that our growth transformation will allow us to better serve our customers;
the continuing expansion of other business transformation initiatives, such as our personalization engine;
our expectations regarding growth in customers and gains in market share;
estimates regarding the outcome of legal proceedings;
our expectations regarding the use of remaining cash generated from operations;
our expectations regarding the impact of potential acquisitions and sales of assets on our liquidity, borrowing capacity, leverage ratios and capital availability;
our belief in our strong financial position;
our expectations regarding the calculation of adjusted return on invested capital, adjusted operating income, adjusted net earnings and adjusted diluted earnings per share;
our expectations regarding the impact of future Certain Items on our projected future non-GAAP and GAAP results;
our expectations regarding our effective tax rate for the remainder of fiscal 2022;
our expectations regarding the amount of the unrecognized tax benefit with respect to certain of the company’s unrecognized tax positions;
our expectations regarding the recognition of compensation costs related to share-based compensation arrangements;
our ability to meet future cash requirements, including the ability to access financial markets effectively, including issuances of debt securities, and maintain sufficient liquidity;
our expectations regarding the payment of dividends, and the growth of our dividend, in the future;
our expectations regarding future activity under our share repurchase program; and
our ability to effectively access the commercial paper market and long-term capital markets.

40


These statements are based on management’s current expectations and estimates; actual results may differ materially due in part to the risk factors set forth below, those within Part II, Item 1A of this document and those discussed in Item 1A of our fiscal 2021 Form 10-K:

the impact and effects of public health crises, pandemics and epidemics, such as the recent outbreak of COVID-19, and the adverse impact thereof on our business, financial condition and results of operations, including, but not limited to, our growth, product costs, supply chain, labor availability, logistical capabilities, customer demand for our products and industry demand generally, consumer spending, our liquidity, the price of our securities and trading markets with respect thereto, our ability to access capital markets, and the global economy and financial markets generally;
the risk that if sales from our locally managed customers do not grow at the same rate as sales from regional and national customers, or if we are unable to continue to accelerate local case growth, our gross margins may decline;
the risk that we are unlikely to be able to predict inflation over the long term, and lower inflation is likely to produce lower gross profit;
periods of significant or prolonged inflation or deflation and their impact on our product costs and profitability generally;
the risk that we may not be able to accelerate and/or identify additional administrative cost savings in order to compensate for any gross profit or supply chain cost leverage challenges;
risks related to unfavorable conditions in North America and Europe and the impact on our results of operations and financial condition;
the risks related to our efforts to meet our long-term strategic objectives, including the risk that these efforts may not provide the expected benefits in our anticipated time frame, if at all, and may prove costlier than expected; the risk that the actual costs of any initiatives may be greater or less than currently expected; and the risk of adverse effects to us if past and future undertakings and the associated changes to our business do not prove to be cost effective or do not result in the level of cost savings and other benefits that we anticipated;
the impact of unexpected future changes to our business initiatives based on management’s subjective evaluation of our overall business needs;
the risk that the actual costs of any business initiatives may be greater or less than currently expected;
the risk that competition in our industry and the impact of GPOs may adversely impact our margins and our ability to retain customers and make it difficult for us to maintain our market share, growth rate and profitability;
the risk that our relationships with long-term customers may be materially diminished or terminated;
the risk that changes in consumer eating habits could materially and adversely affect our business, financial condition, or results of operations;
the risk that changes in applicable tax laws or regulations and the resolution of tax disputes could negatively affect our financial results;
the risk that we may not be able to fully compensate for increases in fuel costs, and forward purchase commitments intended to contain fuel costs could result in above market fuel costs;
the risk of interruption of supplies and increase in product costs as a result of conditions beyond our control;
the potential impact on our reputation and earnings of adverse publicity or lack of confidence in our products;
risks related to unfavorable changes to the mix of locally managed customers versus corporate-managed customers;
the risk that we may not realize anticipated benefits from our operating cost reduction efforts;
difficulties in successfully expanding into international markets and complimentary lines of business;
the potential impact of product liability claims;
the risk that we fail to comply with requirements imposed by applicable law or government regulations;
risks related to our ability to effectively finance and integrate acquired businesses;
risks related to our access to borrowed funds in order to grow and any default by us under our indebtedness that could have a material adverse impact on cash flow and liquidity;
our level of indebtedness and the terms of our indebtedness could adversely affect our business and liquidity position;
the risk that the implementation of various initiatives, the timing and successful completion of acquisitions, construction schedules and the possibility that other cash requirements could result in delays or cancellations of capital spending;
the risk that divestiture of one or more of our businesses may not provide the anticipated effects on our operations;
the risk that the U.K.’s exit from the European Union (EU) on January 31, 2020, commonly referred to as Brexit, may adversely impact our operations in the U.K., including those of the Brakes Group;
the risk that future labor disruptions or disputes could disrupt the integration of Brake France into Sysco France and our operations in France and the EU generally;
41


the risk that factors beyond management’s control, including fluctuations in the stock market, as well as management’s future subjective evaluation of the company’s needs, would impact the timing of share repurchases;
due to our reliance on technology, any technology disruption or delay in implementing new technology could have a material negative impact on our business;
the risk that a cybersecurity incident and other technology disruptions could negatively impact our business and our relationships with customers;
the potential requirement to pay material amounts under our multiemployer defined benefit pension plans;
our funding requirements for our company-sponsored qualified pension plan may increase should financial markets experience future declines;
labor issues, including the renegotiation of union contracts and shortage of qualified labor;
capital expenditures may vary based on changes in business plans and other factors, including risks related to the implementation of various initiatives, the timing and successful completion of acquisitions, construction schedules and the possibility that other cash requirements could result in delays or cancellations of capital spending; and
the risk that the anti-takeover benefits provided by our preferred stock may not be viewed as beneficial to stockholders.

For a more detailed discussion of factors that could cause actual results to differ from those contained in the forward-looking statements, see the risk factors discussion contained in Item 1A of our fiscal 2021 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our market risks consist of interest rate risk, foreign currency exchange rate risk, fuel price risk and investment risk. For a discussion on our exposure to market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risks” in our fiscal 2021 Form 10-K. There have been no significant changes to our market risks since July 3, 2021.

Item 4.  Controls and Procedures

Sysco’s management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of October 2, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Sysco’s disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives. Based on the evaluation of our disclosure controls and procedures as of October 2, 2021, our chief executive officer and chief financial officer concluded that, as of such date, Sysco’s disclosure controls and procedures were effective at the reasonable assurance level.

There have been no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fiscal quarter ended October 2, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
42


PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

Environmental Matters

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

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

Item 1A.  Risk Factors

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

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

Recent Sales of Unregistered Securities

None

Issuer Purchases of Equity Securities

As we made no share repurchases during the first quarter of fiscal 2022, the following table represents shares tendered during the period:
ISSUER PURCHASES OF EQUITY SECURITIES
Period
Total Number of Shares Purchased (1)
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
Month #1    
July 4 - July 31— $— — — 
Month #2
August 1 - August 28— — — — 
Month #3
August 29 - October 21,245 80.25 99,911 — 
Totals1,245 $80.25 99,911 — 

(1)The total number of shares purchased includes 0, 0 and 1,245 shares tendered by individuals in connection with stock option exercises in Month #1, Month #2 and Month #3, respectively.
(2)See the discussion in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Equity Transactions” for additional information regarding Sysco’s share repurchase program.

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Mine Safety Disclosures

Not applicable

43


Item 5.  Other Information

None

Item 6.  Exhibits

The exhibits listed on the Exhibit Index below are filed as a part of this Quarterly Report on Form 10-Q.
44


EXHIBIT INDEX
3.1
   
3.2
   
3.3
   
3.4
4.5#
10.1
10.2#
10.3†#
10.4†#
10.5†#
10.6†#
10.7†
10.8†#
10.9†#
10.10†#
10.11†#
10.12†#
22.1
45


31.1#
   
31.2#
   
32.1#
   
32.2#
   
101.SCH#Inline XBRL Taxonomy Extension Schema Document
101.CAL#Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF#Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB#Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE#Inline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
___________
# Filed herewith
46


SIGNATURES

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

Sysco Corporation
(Registrant)
Date: November 9, 2021By:/s/ KEVIN P. HOURICAN
 Kevin P. Hourican
  President and Chief Executive Officer
Date: November 9, 2021By:/s/ AARON E. ALT
 Aaron E. Alt
  Executive Vice President and
Chief Financial Officer
Date: November 9, 2021By:/s/ ANITA A. ZIELINSKI
 Anita A. Zielinski
 Senior Vice President and
 Chief Accounting Officer

47