UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 1, 2016

 

 

Sysco Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-06544   74-1648137

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1390 Enclave Parkway, Houston, TX 77077-2099

(Address of principal executive office) (zip code)

Registrant’s telephone number, including area code: (281) 584-1390

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


SECTION 2 – FINANCIAL INFORMATION

Item 2.02 Results of Operations and Financial Condition.

On February 1, 2016, Sysco Corporation (“Sysco”) issued a press release announcing its results of operations and financial condition for its second quarter of fiscal year 2016, which ended on December 26, 2015. Sysco hereby incorporates by reference herein the information set forth in its press release dated February 1, 2016 (the “Press Release”), a copy of which is attached hereto as Exhibit 99.1.

Except for the historical information contained in this report, the statements made by Sysco are forward looking statements that involve risks and uncertainties. All such statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Sysco’s future financial performance could differ significantly from the expectations of management and from results expressed or implied in the Press Release. Forward-looking statements in the Press Release are subject to certain risks and uncertainties described in the Press Release. For further information on other risk factors, please refer to the “Risk Factors” contained in Sysco’s Annual Report on Form 10-K for the fiscal year ended June 27, 2015, as filed with the Securities and Exchange Commission.

The Press Release contains certain non-GAAP financial measures that are adjusted to exclude certain items to provide an important perspective with respect to our results and meaningful supplemental information to both management and investors that removes these items which are difficult to predict and are often unanticipated, and which, as a result, are difficult to include in analysts’ financial models and our investors’ expectations with any degree of specificity. The non-GAAP measures presented in the Press Release and the most directly comparable financial measures calculated and presented in accordance with GAAP include the following:

 

    For the second quarter of fiscal 2016, operating income increased 37.1% to $433 million and adjusted operating income increased 10.2% to $437 million; diluted EPS increased 77.8% to $0.48 and adjusted diluted EPS increased $0.07 to $0.48.

 

    For the first half of fiscal 2016, operating income increased 18.6% to $926 million and adjusted operating income increased 4.2% to $943 million; diluted EPS increased 21% to $0.88 and adjusted diluted EPS increased $0.07 to $1.00.

The Press Release includes other non-GAAP financial measures that are presented with the directly comparable financial measures calculated and presented in accordance with GAAP. The adjusted non-GAAP financial measures presented here and in the Press Release should be analyzed in conjunction with, and not as a substitute for, the comparable GAAP measures.

The information in this Item 2.02 is being furnished, not filed, pursuant to Item 2.02 of Form 8-K. Accordingly, the information in Item 2.02 of this report, including the Press Release attached hereto as Exhibit 99.1, will not be incorporated by reference into any registration statement filed by Sysco under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

 

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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.

 

Exhibit Number

  

Description

99.1    Press Release dated February 1, 2016

 

 

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SIGNATURES

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

 

    Sysco Corporation
Date: February 1, 2016     By:   /s/ Russell T. Libby
      Russell T. Libby
      Executive Vice President, Administration and Corporate Secretary

 

 

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EXHIBIT INDEX

 

Exhibit Number

  

Description

99.1    Press Release dated February 1, 2016

 

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Exhibit 99.1

 

LOGO

SYSCO REPORTS STRONG LOCAL CASE AND OPERATING INCOME GROWTH

AND DELIVERS DILUTED EPS OF $0.48

Continued gross margin expansion and solid expense management

mitigates deflation and currency translation pressure

HOUSTON, February 1, 2016 — Sysco Corporation (NYSE: SYY) today announced financial results for its 13-week second fiscal quarter ended December 26, 2015.¹

Second Quarter Fiscal 2016 Highlights²

 

    Sales increased 0.6% to $12.2 billion;

 

    Gross profit increased 3.4% to $2.2 billion; gross margin increased 50 basis points to 17.75%;

 

    Adjusted operating income increased 10.2% to $437 million; and

 

    Adjusted Earnings Per Share (EPS), including a one-time $0.03 benefit from resolving certain tax contingencies, increased $0.07 to $0.48.

First Half Fiscal 2016 Highlights²

 

    Sales increased 0.8% to $24.7 billion;

 

    Gross profit increased 2.8% to $4.4 billion; gross margin increased 36 basis points to 17.78%;

 

    Adjusted operating income increased 4.2% to $943 million; and

 

    Adjusted Earnings Per Share (EPS), including a one-time $0.03 benefit from resolving certain tax contingencies, increased $0.07 to $1.00.

“I am very pleased with our second quarter results,” said Bill DeLaney, Sysco chief executive officer. “We achieved strong local case growth, while managing gross margins well and also containing operating expense growth. Through the first six-months of the year, we are on-track to achieve our financial objectives for the first year of our three-year plan.”

 

¹ Financial comparisons presented in this release are compared to the same period in the prior year. Earnings Per Share (EPS) and Adjusted EPS are shown on a diluted basis unless otherwise specified. Adjusted financial results exclude certain items, which primarily include restructuring and merger-related costs. A reconciliation of non-GAAP measures is included in this release.
² On a GAAP basis, operating income was $433 million for the second quarter, an increase of 37.1% from the prior year, and $926 million for the first half, an increase of 18.6% from the prior year. Diluted EPS was $0.48 for the second quarter, an increase of 77.8% from the prior year, and $0.88 for the first half, an increase of 21% from the prior year.


Second Quarter Fiscal 2016 Summary

Sales for the second quarter were $12.2 billion, an increase of 0.6% compared to the same period last year. Overall food cost deflation was 1.2% (1.9% in U.S. Broadline), as measured by the estimated change in Sysco’s product costs, with deflation in the meat, poultry, dairy and seafood categories partially offset by modest inflation in other categories. In addition, sales from acquisitions completed within the last 12 months increased sales by 0.4%, and the impact of changes in foreign exchange rates decreased sales by 1.7%. Case volume for the Company’s U.S. Broadline operations grew 3.9% during the quarter. Local case growth within U.S. Broadline operations grew 3.0%. Gross profit was $2.2 billion, an increase of 3.4% compared to the same period last year. Gross margin increased 50 basis points to 17.75%.

Non-GAAP Operating Income, Net Earnings and EPS

Adjusted operating expenses increased $31 million, or 1.8%, compared to the same period last year, due mainly to higher case volume-related expenses and planned business technology investments. Adjusted operating income was $437 million, an increase of $41 million, or 10.2%, compared to the same period last year. Interest expense was $47 million, an increase of $22 million compared to the same period last year, reflecting the increased debt used primarily to fund the Company’s accelerated share repurchase program. Adjusted net earnings, which include a $21 million or $0.03 per share tax benefit related to the favorable resolution of certain tax contingencies, were $275 million, an increase of $31 million, or 12.6%, compared to the same period last year. Adjusted diluted EPS was $0.48, which was 17.1% higher compared to the same period last year.

GAAP Operating Income, Net Earnings and EPS

Operating expenses decreased $45 million, or 2.6%, compared to the same period last year, due mainly to a lower merger-related expenses, partially offset by higher case volume-related expenses and planned business technology investments. Operating income was $433 million, an increase of $117 million, or 37.1%, compared to the same period last year. Interest expense was $47 million, a decrease of $30 million compared to the same period last year. Net earnings were $272 million, an increase of $114 million, or 72.4%, compared to the same period last year. Diluted EPS was $0.48, which was 77.8% higher compared to the same period last year.

First Half Fiscal 2016 Summary

Sales for the first half of fiscal 2016 were $24.7 billion, an increase of 0.8% compared to the same period last year. Overall food cost deflation was 0.7% (1.5% in U.S. Broadline), as measured by the estimated change in Sysco’s product costs, with deflation in the meat, poultry, dairy and seafood categories partially offset by modest inflation in other categories. In addition, sales from acquisitions completed within the last 12 months increased sales by 0.4%, and the impact of changes in foreign exchange rates decreased sales by 1.8%. Case volume for the company’s U.S. Broadline operations grew 3.6% during the first half. Local case growth within U.S. Broadline operations grew 2.5%. Gross profit was $4.4 billion, an increase of 2.8% compared to the same period last year. Gross margin increased 36 basis points to 17.78%.

 

2


Non-GAAP Operating Income, Net Earnings and EPS

Adjusted operating expenses increased $83 million, or 2.5%, compared to the same period last year, due mainly to higher case volume-related expenses, planned business technology investments and incentive accruals. Adjusted operating income was $943 million, an increase of $38 million, or 4.2%, compared to the same period last year. Adjusted interest expense was $79 million, an increase of $27 million compared to the same period last year, reflecting the increased debt used primarily to fund the Company’s accelerated share repurchase program. Adjusted net earnings were $587 million, an increase of $33 million, or 6.1%, compared to the same period last year. Adjusted diluted EPS was $1.00, which was 7.5% higher compared to the same period last year.

GAAP Operating Income, Net Earnings and EPS

Operating expenses decreased $24 million, or 0.7%, compared to the same period last year, due mainly to lower merger-related expenses, partially offset partially offset by higher case volume-related expenses, planned business technology investments and incentive accruals. Operating income was $926 million, an increase of $145 million, or 18.6%, compared to the same period last year. Interest expense was $174 million, an increase of $66 million compared to the same period last year. Net earnings were $517 million, an increase of $80 million, or 18.3%, compared to the same period last year. Diluted EPS was $0.88, which was 20.5% higher compared to the same period last year.

Capital Spending and Cash Flow

Capital expenditures, net of proceeds from sales of plant and equipment, totaled $237 million for the first half of fiscal 2016. Cash flow from operations was $469 million for the first half of fiscal 2016, which was $16 million higher compared to the same period last year. Free cash flow was $231 million, which was $75 million higher compared to the same period last year.

Conference Call & Webcast

Sysco’s second quarter fiscal 2016 earnings conference call will be held on Monday, February 1, 2016, at 10:00 a.m. Eastern. A live webcast of the call, a copy of this press release and a slide presentation will be available online at investors.sysco.com.

For purposes of public disclosure, Sysco plans to use the investor relations portion of its website as a primary channel for publishing key information to its investors, some of which may contain material and previously non-public information. As a result, a live webcast of the call, a copy of this press release and a slide presentation, will be available online at investors.sysco.com. We encourage investors to consult that section of our website, or our investor relations app, regularly for important information about us.

 

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     13-Week Period Ended    26-Week Period Ended
     December 26, 2015    Change    December 26, 2015    Change

Financial Comparison

           

Sales:

   $12.2 billion    0.6%    $24.7 billion    0.8%

Real Growth (non-gaap)³

   3.0%    130bps    2.9%    130bps

Food Cost Inflation

   -1.2%    -720bps    -0.7%    -610bps

Acquisitions

   0.4%    -40bps    0.4%    -30bps

Impact of Foreign Exchange Rate Translation

   -1.7%    -80bps    -1.8%    -110bps

Gross Profit:

   $2.2 billion    3.4%    $4.4 billion    2.8%

Gross Margin

   17.75%    +50bps    17.78%    +36bps

Non-GAAP³:

           

Operating Expenses

   $1.7 billion    1.8%    $3.5 billion    2.5%

Operating Income

   $437 million    10.2%    $943 million    4.2%

Operating Margin

   3.59%    31bps    3.82%    13bps

Net Income

   $275 million    12.6%    $587 million    6.1%

Diluted Earnings Per Share

   $0.48    17.1%    $1.00    7.5%

GAAP:

           

Operating Expenses

   $1.7 billion    -2.6%    $3.5 billion    -0.7%

Certain Items

   $4 million    -94.7%    $17 million    -86.1%

Operating Income

   $433 million    37.1%    $926 million    18.6%

Operating Margin

   3.56%    +95bps    3.75%    +57bps

Net Earnings

   $272 million    72.4%    $517 million    18.3%

Diluted Earnings Per Share

   $0.48    77.8%    $0.88    20.5%

Dividends Paid Per Share

   $0.31    3.3%    $0.61    3.4%

Business Highlights

           

Total Sales:

   $12.2 billion    0.6%    $24.7 billion    0.8%

Broadline

   $9.6 billion    0.6%    $19.6 billion    0.6%

SYGMA

   $1.5 billion    -3.4%    $3.0 billion    -4.8%

Other

   $1.4 billion    10.9%    $2.8 billion    10.1%

Intersegment

   ($407) million    24.4%    ($685) million    5.9%

Case Growth:

           

Total Broadline

   3.4%    30bps    3.4%    50bps

Local

   2.9%    110bps    2.8%    100bps

U.S. Broadline

   3.9%    40 bps    3.6%    60 bps

Local

   3.0%    150 bps    2.5%    100 bps

Sysco Brand Sales:

           

U.S. Broadline

   36.52%    -19bps    36.80%    -2bps

Local

   43.55%    43bps    43.66%    57bps

Note:

³ A reconciliation of non-GAAP measures is included in this release.

Individual components in the table above may not sum to the totals due to rounding.

About Sysco

Sysco is the global leader in selling, marketing and distributing food products to restaurants, healthcare and educational facilities, lodging establishments and other customers who prepare meals away from home. Its family of products also includes equipment and supplies for the foodservice and hospitality industries. The company operates 194 distribution facilities serving approximately 425,000 customers. For fiscal year 2015 that ended June 27, 2015, the company generated sales of more than $48 billion. For more information, visit www.sysco.com or connect with Sysco on Facebook at www.facebook.com/SyscoCorporation or Twitter at https://twitter.com/Sysco. For important news regarding Sysco, visit the Investor Relations section of the company’s Internet home page at investors.sysco.com, follow

 

4


us at www.twitter.com/SyscoStock and download the new Sysco IR App, available on the iTunes App Store and the Google Play Market. In addition, investors should also continue to review our press releases and filings with the Securities and Exchange Commission. It is possible that the information we disclose through any of these channels of distribution could be deemed to be material information.

 

5


Forward-Looking Statements

Statements made in this press release or in our earnings call for the second quarter of fiscal 2016 that look forward in time or that express management’s beliefs, expectations or hopes are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the views of management at the time such statements are made and are subject to a number of risks, uncertainties, estimates, and assumptions that may cause actual results to differ materially from current expectations. These statements include our plans and expectations related to our three-year financial objectives, including targets for adjusted operating income and adjusted ROIC, and the key levers for realizing these goals, expectations regarding revenue management, expense management and our digital e-commerce strategy, expectations regarding food cost deflation and currency translation, expectations regarding restructuring charges, expectations regarding tax rates, and expectations regarding capital expenditures. The success of our plans and expectations regarding our operating performance, including expectations regarding our three-year financial objectives, are subject to the general risks associated with our business, including the risks of interruption of supplies due to lack of long-term contracts, severe weather, crop conditions, work stoppages, intense competition, technology disruptions, dependence on large regional and national customers, inflation risks, the impact of fuel prices, adverse publicity, and labor issues. Risks and uncertainties also include risks impacting the economy generally, including the risks that the current general economic conditions will deteriorate, or consumer confidence in the economy or consumer spending, particularly on food-away-from-home, may decline. Market conditions may not improve. If sales from our locally managed customers do not grow at the same rate as sales from regional and national customers, our gross margins may decline. Our ability to meet our long-term strategic objectives depends largely on the success of our various business initiatives, including efforts related to revenue management, expense management, our digital e-commerce strategy and any efforts related to restructuring. There are various risks related to these efforts, 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 our business, results of operations and liquidity 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 cost savings and other benefits at the levels that we anticipate. Our plans related to and the timing of any initiatives are subject to change at any time based on management’s subjective evaluation of our overall business needs. If we are unable to realize the anticipated benefits from our efforts, we could become cost disadvantaged in the marketplace, and our competitiveness and our profitability could decrease. 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. Periods of high inflation, either overall or in certain product categories, can have a negative impact on us and our customers, as high food costs can reduce consumer spending in the food-away-from-home market, and may negatively impact our sales, gross profit, operating income and earnings, and periods of deflation can be difficult to manage effectively. Fluctuations in inflation and deflation, as well as fluctuations in the value of foreign currencies, are beyond our control and subject to broader market forces. Expanding into international markets presents unique challenges and risks, including compliance with local laws, regulations and customs and the impact of local political and economic conditions, and such expansion efforts may not be successful. Any business that we acquire may not perform as expected, and we may not realize the anticipated benefits of our acquisitions. Expectations regarding the accounting treatment of any acquisitions may change based on management’s subjective evaluation. Expectations regarding share repurchases are subject to various factors beyond management’s

 

6


control, including fluctuations in the stock market, and decisions regarding share repurchases are subject to change based on management’s subjective evaluation of the Company’s needs. Expectations regarding tax rates are also subject to various factors beyond management’s control. For a discussion of additional factors impacting Sysco’s business, see the Company’s Annual Report on Form 10-K for the year ended June 27, 2015, as filed with the Securities and Exchange Commission, and the Company’s subsequent filings with the SEC. Sysco does not undertake to update its forward-looking statements.

 

7


Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED RESULTS OF OPERATIONS (Unaudited)

(In Thousands, Except for Share and Per Share Data)

 

     13-Week Period Ended      26-Week Period Ended  
     Dec. 26, 2015     Dec. 27, 2014      Dec. 26, 2015     Dec. 27, 2014  

Sales

   $ 12,153,626      $ 12,087,074       $ 24,716,237      $ 24,532,155   

Cost of sales

     9,996,812        10,001,937         20,321,428        20,258,301   
  

 

 

   

 

 

    

 

 

   

 

 

 

Gross profit

     2,156,814        2,085,137         4,394,809        4,273,854   

Operating expenses

     1,724,231        1,769,691         3,468,752        3,492,795   
  

 

 

   

 

 

    

 

 

   

 

 

 

Operating income

     432,583        315,446         926,057        781,059   

Interest expense

     47,235        77,042         174,142        107,976   

Other expense (income), net

     (7,764     2,207         (23,004     19   
  

 

 

   

 

 

    

 

 

   

 

 

 

Earnings before income taxes

     393,112        236,197         774,919        673,064   

Income taxes

     120,713        78,218         258,100        236,272   
  

 

 

   

 

 

    

 

 

   

 

 

 

Net earnings

   $ 272,399      $ 157,979       $ 516,819      $ 436,792   
  

 

 

   

 

 

    

 

 

   

 

 

 

Net earnings:

         

Basic earnings per share

   $ 0.48      $ 0.27       $ 0.89      $ 0.74   

Diluted earnings per share

     0.48        0.27         0.88        0.73   

Average shares outstanding

     566,881,538        590,723,351         581,790,230        589,499,802   

Diluted shares outstanding

     571,452,124        595,911,680         586,121,013        594,610,315   

Dividends declared per common share

   $ 0.31      $ 0.30       $ 0.61      $ 0.59   

- more -

 

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Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED BALANCE SHEETS (Unaudited)

(In Thousands, Except for Share Data)

 

     Dec. 26, 2015     June 27, 2015     Dec. 27, 2014  

ASSETS

      

Current assets

      

Cash and cash equivalents

   $ 595,602      $ 5,130,044      $ 4,907,677   

Accounts and notes receivable, less allowances of $57,631, $41,720 and $68,427

     3,353,453        3,353,381        3,529,997   

Inventories

     2,736,382        2,691,823        2,791,813   

Deferred income taxes

     —          135,254        140,456   

Prepaid expenses and other current assets

     83,263        93,039        76,682   

Prepaid income taxes

     10,326        90,763        10,279   
  

 

 

   

 

 

   

 

 

 

Total current assets

     6,779,026        11,494,304        11,456,904   

Plant and equipment at cost, less depreciation

     3,936,612        3,982,143        4,002,932   

Other assets

      

Goodwill

     1,977,921        1,959,817        1,966,547   

Intangibles, less amortization

     163,089        154,809        168,446   

Restricted cash

     —          168,274        165,465   

Other assets

     232,820        229,934        169,515   
  

 

 

   

 

 

   

 

 

 

Total other assets

     2,373,830        2,512,834        2,469,973   
  

 

 

   

 

 

   

 

 

 

Total assets

   $ 13,089,468      $ 17,989,281      $ 17,929,809   
  

 

 

   

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

      

Current liabilities

      

Notes payable

   $ 83,037      $ 70,751      $ 76,876   

Accounts payable

     2,710,469        2,881,953        2,797,947   

Accrued expenses

     1,071,632        1,467,610        1,100,239   

Current maturities of long-term debt

     7,076        4,979,301        310,891   
  

 

 

   

 

 

   

 

 

 

Total current liabilities

     3,872,214        9,399,615        4,285,953   

Other liabilities

      

Long-term debt

     4,265,857        2,271,825        7,208,252   

Deferred income taxes

     111,822        81,591        117,353   

Other long-term liabilities

     852,655        934,722        940,349   
  

 

 

   

 

 

   

 

 

 

Total other liabilities

     5,230,334        3,288,138        8,265,954   

Commitments and contingencies

      

Noncontrolling interest

     45,493        41,304        34,942   

Shareholders’ equity

      

Preferred stock, par value $1 per share, Authorized 1,500,000 shares, issued none

     —          —          —     

Common stock, par value $1 per share, Authorized 2,000,000,000 shares, issued 765,174,900 shares

     765,175        765,175        765,175   

Paid-in capital

     1,022,816        1,213,999        1,181,918   

Retained earnings

     8,922,498        8,751,985        8,858,831   

Accumulated other comprehensive loss

     (1,045,177     (923,197     (828,656

Treasury stock at cost, 198,552,842, 170,857,231 and 174,109,675 shares

     (5,723,885     (4,547,738     (4,634,308
  

 

 

   

 

 

   

 

 

 

Total shareholders’ equity

     3,941,427        5,260,224        5,342,960   
  

 

 

   

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 13,089,468      $ 17,989,281      $ 17,929,809   
  

 

 

   

 

 

   

 

 

 

- more -

 

9


Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED CASH FLOWS (Unaudited)

(In Thousands)

 

     26-Week Period Ended  
     Dec. 26, 2015     Dec. 27, 2014  

Cash flows from operating activities:

    

Net earnings

   $ 516,819      $ 436,792   

Adjustments to reconcile net earnings to cash provided by operating activities:

    

Share-based compensation expense

     44,045        44,460   

Depreciation and amortization

     281,400        274,655   

Amortization of debt issuance and other debt-related costs

     13,637        20,144   

Loss on extinguishment of debt

     86,460        —     

Deferred income taxes

     153,423        6,804   

Provision for losses on receivables

     10,093        9,414   

Other non-cash items

     (15,468     (2,359

Additional changes in certain assets and liabilities, net of effect of businesses acquired:

    

(Increase) in receivables

     (50,853     (181,877

(Increase) in inventories

     (69,370     (214,111

Decrease in prepaid expenses and other current assets

     9,812        6,537   

(Decrease) in accounts payable

     (140,499     (7,450

(Decrease) increase in accrued expenses

     (388,667     78,438   

Increase in accrued income taxes

     92,638        40,220   

(Increase) decrease in other assets

     (9,556     16,072   

(Decrease) in other long-term liabilities

     (52,942     (67,438

Excess tax benefits from share-based compensation arrangements

     (12,091     (7,863
  

 

 

   

 

 

 

Net cash provided by operating activities

     468,881        452,438   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Additions to plant and equipment

     (248,233     (298,068

Proceeds from sales of plant and equipment

     10,827        2,130   

Acquisition of businesses, net of cash acquired

     (98,154     (29,177

Decrease (increase) in restricted cash

     168,274        (20,053
  

 

 

   

 

 

 

Net cash used for investing activities

     (167,286     (345,168
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Bank and commercial paper borrowings (repayments), net

     —          (129,999

Other debt borrowings

     2,012,353        5,008,502   

Other debt repayments

     (19,155     (21,618

Redemption of senior notes

     (5,050,000     —     

Debt issuance costs

     (20,881     (30,980

Cash paid for settlement of cash flow hedge

     (6,134     (188,840

Cash received from the termination of interest rate swap agreements

     14,496        —     

Proceeds from stock option exercises

     131,969        122,492   

Accelerated share and treasury stock purchases

     (1,521,638     —     

Dividends paid

     (348,436     (340,654

Excess tax benefits from share-based compensation arrangements

     12,091        7,863   
  

 

 

   

 

 

 

Net cash (used for) provided by financing activities

     (4,795,335     4,426,766   
  

 

 

   

 

 

 

Effect of exchange rates on cash

     (40,702     (39,405
  

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     (4,534,442     4,494,631   

Cash and cash equivalents at beginning of period

     5,130,044        413,046   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 595,602      $ 4,907,677   
  

 

 

   

 

 

 

Supplemental disclosures of cash flow information:

    

Cash paid during the period for:

    

Interest

   $ 106,600      $ 73,756   

Income taxes

     33,156        189,538   

- more -

 

10


Sysco Corporation and its Consolidated Subsidiaries

Non-GAAP Reconciliation (Unaudited)

Impact of Certain Items

(In Thousands, Except for Share and Per Share Data)

Sysco’s results of operations are impacted by certain items which include restructuring costs (consisting of severance charges, facility closure charges and professional fees incurred related to our three-year financial objectives), merger and integration planning, and termination costs in connection with the merger that had been proposed with US Foods, Inc. (US Foods), and US Foods related financing costs. These fiscal 2016 and fiscal 2015 items are collectively referred to as “Certain Items”. Management believes that adjusting its operating expenses, operating income, operating margin as a percentage of sales, interest expense, net earnings and diluted earnings per share to remove these Certain Items provides an important perspective with respect to our results and provides meaningful supplemental information to both management and investors that removes these items which are difficult to predict and are often unanticipated, and which, as a result are difficult to include in analyst’s financial models and our investors’ expectations with any degree of specificity. Sysco believes the adjusted totals facilitate comparison on a year-over-year basis.

The company uses these non-GAAP measures when evaluating its financial results as well as for internal planning and forecasting purposes. These financial measures should not be used as a substitute for GAAP measures in assessing the company’s results of operations for the periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. As a result, in the tables that follow, each period presented is adjusted to remove the Certain Items noted above.

 

     13-Week
Period Ended
Dec. 26, 2015
    13-Week
Period Ended
Dec. 27, 2014
    13-Week
Period Change
in Dollars
    13-Week
Period
% Change
 

Sales

   $ 12,153,626      $ 12,087,074      $ 66,552        0.6

Operating expenses (GAAP)

   $ 1,724,231      $ 1,769,691      $ (45,460     -2.6

Impact of restructuring cost

     (4,281     (2,790     (1,491     53.4   

Impact of US Foods merger and integration planning costs

     —          (78,019     78,019        NM   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses adjusted for certain items (Non-GAAP)

   $ 1,719,950      $ 1,688,882      $ 31,068        1.8

Operating income (GAAP)

   $ 432,583      $ 315,446      $ 117,137        37.1

Impact of restructuring cost

     4,281        2,790        1,491        53.4   

Impact of US Foods merger and integration planning costs

     —          78,019        (78,019     NM   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income adjusted for certain items (Non-GAAP)

   $ 436,864      $ 396,255      $ 40,609        10.2

Operating margin (GAAP)

     3.56     2.61     0.95     36.4

Operating margin (Non-GAAP)

     3.59     3.28     0.32     9.6

Interest expense (GAAP)

   $ 47,235      $ 77,042      $ (29,807     -38.7

Impact of US Foods financing costs

     —          (52,057     52,057        NM   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted interest expense (Non-GAAP)

   $ 47,235      $ 24,985      $ 22,250        89.1

Net earnings (GAAP) (1)

   $ 272,399      $ 157,979      $ 114,420        72.4

Impact of restructuring cost (net of tax)

     2,966        1,819        1,147        63.1   

Impact of US Foods merger and integration planning costs (net of tax)

     —          50,876        (50,876     NM   

Impact of US Foods Financing Costs (net of tax)

     —          33,946        (33,946     NM   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings adjusted for certain items (Non-GAAP) (1)

   $ 275,365      $ 244,620      $ 30,745        12.6

Diluted earnings per share (GAAP) (1)

   $ 0.48      $ 0.27      $ 0.21        77.8

Impact of restructuring cost

     0.01        —          0.01        NM   

Impact of US Foods merger and integration planning costs

     —          0.09        (0.09     NM   

Impact of US Foods Financing Costs

     —          0.06        (0.06     NM   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted EPS adjusted for certain items (Non-GAAP) (1) (2)

   $ 0.48      $ 0.41      $ 0.07        17.1

Diluted shares outstanding

     571,452,124        595,911,680       

 

(1)  The net earnings and diluted earnings per share impacts are shown net of tax. The tax impact of adjustments for Certain Items was $1,315 and $46,224 for the 13-week periods ended December 26, 2015 and December 27, 2014, respectively. Amounts are calculated by multiplying the pretax impact of each Certain Item by the statutory rates in effect for each jurisdiction.
(2)  Individual components of diluted earnings per share may not add to the total presented due to rounding. Total diluted earnings per share is calculated using adjusted net earnings for certain items divided by diluted shares outstanding.

NM represents that the percentage change is not meaningful

- more -

 

11


Sysco Corporation and its Consolidated Subsidiaries

Non-GAAP Reconciliation (Unaudited)

Impact of Certain Items

(In Thousands, Except for Share and Per Share Data)

 

     26-Week
Period Ended
Dec. 26, 2015
    26-Week
Period Ended
Dec. 27, 2014
    26-Week
Period Change
in Dollars
    26-Week
Period
% Change
 

Sales

   $ 24,716,237      $ 24,532,155      $ 184,082        0.8

Operating expenses (GAAP)

   $ 3,468,752      $ 3,492,795      $ (24,043     -0.7

Impact of restructuring cost

     (7,470     (5,745     (1,725     30.0   

Impact of US Foods merger and integration planning costs

     (9,816     (118,499     108,683        -91.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses adjusted for certain items (Non-GAAP)

   $ 3,451,466      $ 3,368,551      $ 82,915        2.5

Operating income (GAAP)

   $ 926,057      $ 781,059      $ 144,998        18.6

Impact of restructuring cost

     7,470        5,745        1,725        30.0   

Impact of US Foods merger and integration planning costs

     9,816        118,499        (108,683     -91.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income adjusted for certain items (Non-GAAP)

   $ 943,343      $ 905,303      $ 38,040        4.2

Operating margin (GAAP)

     3.75     3.18     0.56     17.7

Operating margin (Non-GAAP)

     3.82     3.69     0.13     3.4

Interest expense (GAAP)

   $ 174,142      $ 107,976      $ 66,166        61.3

Impact of US Foods financing costs

     (94,835     (55,761     (39,074     70.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted interest expense (Non-GAAP)

   $ 79,307      $ 52,215      $ 27,092        51.9

Net earnings (GAAP) (1)

   $ 516,819      $ 436,792      $ 80,027        18.3

Impact of restructuring cost (net of tax)

     4,683        3,729        954        25.6   

Impact of US Foods merger and integration planning costs (net of tax)

     6,154        76,901        (70,747     -92.0   

Impact of US Foods Financing Costs (net of tax)

     59,452        36,187        23,265        64.3   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings adjusted for certain items (Non-GAAP) (1)

   $ 587,108      $ 553,609      $ 33,499        6.1

Diluted earnings per share (GAAP) (1)

   $ 0.88      $ 0.73      $ 0.15        20.5

Impact of restructuring cost

     0.01        —          0.01        NM   

Impact of US Foods merger and integration planning costs

     0.01        0.13        (0.12     -92.3   

Impact of US Foods Financing Costs

     0.10        0.06        0.04        66.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted EPS adjusted for certain items (Non-GAAP) (1) (2)

   $ 1.00      $ 0.93      $ 0.07        7.5

Diluted shares outstanding

     586,121,013        594,610,315       

 

(1)  The net earnings and diluted earnings per share impacts are shown net of tax. The tax impact of adjustments for Certain Items was $41,832 and $63,189 for the 26-week periods ended December 26, 2015 and December 27, 2014, respectively. Amounts are calculated by multiplying the pretax impact of each Certain Item by the statutory rates in effect for each jurisdiction.
(2)  Individual components of diluted earnings per share may not add to the total presented due to rounding. Total diluted earnings per share is calculated using adjusted net earnings for certain items divided by diluted shares outstanding.

NM represents that the percentage change is not meaningful

- more -

 

12


Sysco Corporation and its Consolidated Subsidiaries

Non-GAAP Reconciliation (Unaudited)

Free Cash Flow

(In Thousands)

Free cash flow represents net cash provided from operating activities less purchases of plant and equipment and includes proceeds from sales of plant and equipment. Sysco considers free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business after the purchases and sales of buildings, fleet, equipment and technology, which may potentially be used to pay for, among other things, strategic uses of cash including dividend payments, share repurchases and acquisitions. However, free cash flow may not be available for discretionary expenditures, as it may be necessary that we use it to make mandatory debt service or other payments. 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. In the table that follows, free cash flow for each period presented are reconciled to net cash provided by operating activities.

 

     26-Week
Period Ended
Dec 26, 2015
    26-Week
Period Ended
Dec 27, 2014
    26-Week
Period Change
in Dollars
     26-Week
Period
% Change
 

Net cash provided by operating activities (GAAP)

   $ 468,881      $ 452,438      $ 16,443         3.6

Additions to plant and equipment

     (248,233     (298,068     49,835         16.7   

Proceeds from sales of plant and equipment

     10,827        2,130        8,697         408.3   
  

 

 

   

 

 

   

 

 

    

 

 

 

Free Cash Flow (Non-GAAP)

   $ 231,475      $ 156,500      $ 74,975         47.9

- more -

 

13


Sysco Corporation and its Consolidated Subsidiaries

Non-GAAP Reconciliation (Unaudited)

Real Growth

Real growth represents our sales growth after removing the impact of food cost inflation / deflation, sales from acquisitions that occurred within the last 12 months and the impact of foreign exchange rate translation. Sysco considers real growth to be a performance measure that provides useful information to management and investors about the amount of sales growth organically generated. Real growth is a commonly used metric within the food-away-from-home industry. The company uses these non-GAAP measures when evaluating its financial results, as well as for internal planning and forecasting purposes. These financial measures should not be used as a substitute for GAAP measures in assessing the company’s sales growth for the periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. As a result, in the tables that follow, each period presented is adjusted to remove the components of real growth noted above.

 

     13-Week
Period Ended
Dec 26, 2015
    13-Week
Period Ended
Dec 27, 2014
    26-Week
Period Ended
Dec 26, 2015
    26-Week
Period Ended
Dec 27, 2014
 

Sales Growth (GAAP)

     0.6     7.6     0.8     6.9

Less:

        

Food cost inflation (deflation)

     -1.2        6.0        -0.7        5.4   

Acquisitions

     0.4        0.1        0.4        0.7   

Impact of foreign exchange rate translation

     -1.7        -0.9        -1.8        -0.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Real Growth (Non-GAAP) (1)

     3.0     1.7     2.9     1.6

 

(1)  Individual components of real growth may not add to the total presented due to rounding.

 

14

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