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Sysco Investor Presentation CAGNY 2015

Bill Delaney, President and CEO of Sysco, presented at the 2015 CAGNY Conference on February 19, 2015. Sysco is the global leader in foodservice distribution, with annualized sales approaching $50 billion. Sysco serves over 425,000 customers with over 400,000 products through its operating companies across North America and expanding internationally. Sysco's strategy focuses on partnering with customers, improving productivity, expanding product offerings, and developing its people.

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2015 CAGNY Conference February 19, 2015 1
PRESIDENT AND CEO BILL DELANEY 2
3 FORWARD LOOKING STATEMENT Statements made in this presentation 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 and the benefits and expected timing of our business transformation initiatives, expectations and efforts regarding management of operating expenses, our plans and expectations related to and the benefits of the proposed merger with US Foods, and our plans and expectations related to acquisitions. These statements also include expectations regarding our sales growth, operating expense growth and operating performance results, trends in our locally-managed business and overall sales mix, market conditions and trends, growth opportunities, inflation, fuel expense, interest expense, our expense management and cost per case performance, share repurchases, business transformation costs and expenses, investments in technology resources, free cash flow and capital expenditures. The success of our business transformation initiatives and expectations regarding our operating performance 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 may not increase and decreases in consumer spending, particularly on food-away-from-home, may not reverse. Market conditions may not improve as anticipated. 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 continue to decline. Our ability to meet our long-term strategic objectives to grow the profitability of our business depends largely on the success of our Business Transformation Project. There are various risks related to the project, including the risk that the project and its various components 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 the ERP system may be greater or less than currently expected because we have encountered, and may continue to encounter, the need for changes in design or revisions of the project calendar and budget, including the incurrence of expenses at an earlier or later time than currently anticipated; the risk that our business and results of operations may be adversely affected if we experience delays in deployment, operating problems, cost overages or limitations on the extent of the business transformation during the ERP implementation process; and the risk of adverse effects to our business, results of operations and liquidity if the ERP system, and the associated process changes, do not prove to be cost effective or do not result in the cost savings and other benefits at the levels that we anticipate. Planned deployments in the coming quarters are dependent upon the success of the ERP system and the updates at the current locations. We may experience delays, cost overages or operating problems when we deploy the system to additional locations. Our plans related to and the timing of the implementation of the ERP system, as well as the cost transformation and category management initiatives, are subject to change at any time based on management’s subjective evaluation of our overall business needs. We may fail to realize anticipated benefits, particularly expected cost savings, from our cost transformation initiative. If we are unable to realize the anticipated benefits from our cost cutting efforts, we could become cost disadvantaged in the marketplace, and our competitiveness and our profitability could decrease. We may also fail to realize the full anticipated benefits of our category management initiative, and may be unable to successfully execute the initiative in our anticipated timeline. Capital expenditures may vary from those projected based on changes in business plans and other factors, including risks related to the implementation of our business transformation initiatives and our regional distribution centers, the timing and successful completions 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. 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. The consummation of the merger with US Foods is subject to regulatory approval and the satisfaction of certain conditions, and we cannot predict whether the necessary conditions will be satisfied or waived and the requisite regulatory approvals received. We also may be subject to potential antitrust or similar lawsuits at the federal or state level. Sysco and US Foods have entered into an agreement to sell 11 US Foods’ facilities to Performance Food Group contingent on closing the merger; however, certain further actions may be required to obtain regulatory approval for the merger, which could negatively impact the projected benefits of the merger. Termination of the merger agreement with US Foods could require Sysco to make a termination payment of $300 million, which could adversely impact Sysco’s stock price, liquidity and financial condition. As a result of uncertainties surrounding the proposed merger, prospective suppliers and customers may delay or decline to enter into agreements with us, and we may also lose current suppliers and customers, and fail to retain key employees. The pending merger and our current pre-merger integration planning efforts may divert our management’s attention from day-to-day business operations and the execution of our business transformation initiatives, which could result in performance shortfalls. Integration of the businesses of Sysco and US Foods may be more difficult, costly or time consuming than expected, and the merger may not result in any or all of the anticipated benefits, including cost synergies. We may fail to retain some of US Foods’ vendors and customers after the proposed merger. In relation to the merger, we have issued additional debt and our level of indebtedness and the terms of our indebtedness could adversely affect our business and liquidity position. 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 28, 2014, 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 except as required by applicable law.
4 THE GLOBAL LEADER IN FOODSERVICE DISTRIBUTION • Approaching $50 billion in annualized sales • 425,000 customers • 50,000 associates • 400,000 products -- 40,000 Sysco Branded • Expanding presence beyond the United States
62% 18% 8% 12% 5 WE SERVE A BROAD CUSTOMER BASE WITH A WIDE ARRAY OF PRODUCTS FY14 Sales by Customer Type 18% 19% 13% 11% 10% 8% 7% 5% 4% Canned & dry products Fresh and frozen meats Frozen fruits, vegetables, bakery and other Dairy products Poultry Fresh produce Paper & disposables Seafood Beverage Janitorial – 2% Medical - 1% Equipment – 2% Other Healthcare, Education & Government Travel, Leisure & Retail Restaurants FY14 Sales by Product Category
SIGNIFICANT MARKET POTENTIAL • Foodservice holds a 48% share of all food purchases; retail has a 52% share • U.S. market ~$230B; • Canada + Ireland ~$25B • Includes restaurants, healthcare, education, travel and leisure segments 6 Potential $47B Sysco Core Market Sales in CY14 $255B¹ Foodservice Market 1 Source: Technomic, Canadian Restaurant and Foodservices Association, Bord Bia (Irish Food Board), Internal Data
7 SYSCO HAS HISTORICALLY GROWN FASTER THAN THE MARKET 2.9X 2.0X 1.8X1.6X 17.1% 20.3% 9.8% 6.8% 5.7% 10.9% 6.9% 5.0% 3.8% 2.7% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 1973-1980 1981-1990 1991-2000 2001-2010 2011-2014 Sysco Market 2.1XSysco growth vs. the market Annualized Sales Growth for Sysco vs. the Market¹ 1 Source: Technomic, Canadian Restaurant and Foodservices Association, Bord Bia (Irish Food Board), Internal Data
8 IT’S ALL ABOUT THE CUSTOMER Operating Companies Markets/ Regions Corporate Functions Operate the Business Execute Flawlessly Enable the Operating Companies Provide Resources & Support Create Tools & Processes Customers
9 OUR STRATEGY Implement an enterprise-wide talent management process Partnership Productivity Products Expansion People Profoundly enrich the experience of doing business with Sysco Continuously improve productivity in all areas of our business Expand our offerings through a customer- centric innovation program Explore, assess and pursue new businesses and markets
10 PROPOSED SYSCO-US FOODS MERGER Lower costs, differentiated products and services, better business solutions Strong strategic rationale Synergies are substantial – even after reflecting divestiture impact Strong adjusted EPS accretion and substantial cash flow Substantial Customer Benefits Operating & Supply Chain Efficiencies Enhanced Shareholder Value
11 RECENT MERGER DEVELOPMENT • FTC Commissioners have voted to block the Sysco-US Foods transaction – The narrow 3-2 vote demonstrates a lack of consensus within the Commission • We believe the FTC’s decision is based on an erroneous view of the competitive dynamics of the foodservice distribution industry – Customers of all types have access to food distribution services from a wide variety of companies and multiple channels – Sysco delivered a substantial divestiture package • The merger will allow Sysco to lower costs for customers, deliver better service and improve selection across all product segments – This will increase competition across the entire foodservice distribution industry to the benefit of customers We are confident this merger is highly procompetitive and look forward to our day in court
12 FORMULA FOR SUCCESS 2 Functional excellence to better execute with customers Scale-driven low-cost structure 1 3 Differentiated customer value proposition 4 New channels to serve our customers Entry into international markets5 MARGIN: Low growth in traditional domestic Broadlines Thin margins with persistent headwinds GROWTH:
EVP AND PRESIDENT, FOODSERVICE OPERATIONS 13 TOM BENÉ
14 BRINGING THE FORMULA FOR SUCCESS TO MARKET DEVELOPING MARKETING AND SELLING DELIVERING OUR DIFFERENTIATED VALUE PROPOSITION
15 VOICE OF THE CUSTOMER DEVELOPING OUR DIFFERENTIATED VALUE PROPOSITION
16 DEVELOPING OUR DIFFERENTIATED VALUE PROPOSITION CUSTOMER INTELLIGENCE VOICE OF THE CUSTOMER MARKET ANALYTICS
APPROACH TO INNOVATION 17 DEVELOPING OUR DIFFERENTIATED VALUE PROPOSITION INNOVATIVE AND DIFFERENTIATED PRODUCTS LEARN Market Insights Improve the business GROWTH DEFINE Category Strategy OPTIMIZE Optimal Assortment Implementation & Tailoring Selling ACTIVATE Strategic Sourcing DECIDE CATEGORY MANAGEMENT PROCESS
18 MARKETING AND SELLING OUR DIFFERENTIATED VALUE PROPOSITION BUSINESS SOLUTIONS TO HELP OUR CUSTOMERS MENU ANALYSIS & DESIGN EMPLOYEE TRAINING CUSTOMER MARKETING TOOLS
19 MARKETING AND SELLING OUR DIFFERENTIATED VALUE PROPOSITION CUSTOMER ENGAGEMENT MODEL 79% of customers who’ve ordered once, order again 20% In the last 30 days over previous period Orders are up Customer Experience Email Leads Gen Chat Text Multi-lingual Social media MAMOBILE ISR-served accounts up with improved customer experience 10% INSIDE SALES
20 MARKETING AND SELLING OUR DIFFERENTIATED VALUE PROPOSITION BUILDING CAPABILITY & MANAGING PERFORMANCE SELLING MODEL REVENUE MANAGEMENT
21 MARKETING AND SELLING OUR DIFFERENTIATED VALUE PROPOSITION HISPANIC SEGMENT APPROACH HISPANIC PILOT SALES GROWTH ($)
22 MARKETING AND SELLING OUR DIFFERENTIATED VALUE PROPOSITION JOINT BUSINESS PLANNING PROCESS
23 DELIVERING OUR DIFFERENTIATED VALUE PROPOSITION EASE OF DOING BUSINESS MY SYSCO TRUCK
24 DELIVERING OUR DIFFERENTIATED VALUE PROPOSITION IMPROVING OUR OPERATIONS WAREHOUSE AUTOMATIONBUILDING CAPABILITIES
25 DELIVERING OUR DIFFERENTIATED VALUE PROPOSITION CONTINUOUS IMPROVEMENT PROCESS
CHRIS KREIDLER Executive Vice President and CFO 26
27 BUSINESS TRANSFORMATION We began a three year journey in 2012 Reduce cost structure by $300-350 million annually Lower product costs by $250-300 million annually Successfully implement technology platform Benefits: $550-650 million annually Anticipated ramp up of benefits FY13 FY14 FY15 ~ 25% ~ 50-70% 100%
28 BUSINESS TRANSFORMATION ACHIEVEMENTS After two and half years, we have exceeded our target Original Target: $550-650MM  Completed strategic sales initiatives; retirement plan & IT function restructuring  Launched new warehouse scorecard to drive performance  Introduced application of best practices and new tools to manage labor and operating expenses more effectively  Made significant progress implementing routing and fleets optimization initiative  Developed teams and processes for category management  Enhanced CatMan capabilities, including new sales tools, enhanced customer service and increased field communications/coord.  All CatMan categories, representing $15B of spend, to be launched by end of FY15  FY2016 and beyond CatMan continues as part of our ongoing processes Reduce Cost Structure Lower Product Costs FY14 FY13 High-end of 3-year target Over $700MM achieved through 1H FY15 FY15
29 GROSS PROFIT PERFORMANCE IMPROVING 1.8% 0.7% 2.7% 4.0% 6.0% 6.1% -100 -75 -50 -25 0 25 50 75 100 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 YOY % Change in Gross Profit $ and Gross Margin (Bps) Gross Profit Growth ($) Gross Margin Change (Bps) Change in GM bpsChange in GP %
30 SOLID OPERATIONAL PERFORMANCE IN 1H FY15  Business environment remains extremely competitive  Encouraged by solid performance in 1H15  We have many opportunities to enhance customer experience, strengthen operating performance and increase profitability Demonstrates business transformation is working 1 See Non-GAAP reconciliations at the end of this presentation. Adjusted1 Reported $MM, except per share data 1H FY15 YOY % Change 1H FY15 YOY % Change Sales $24,532 6.9% $24,532 6.9% Gross Profit 4,274 6.0% 4,274 6.0% Operating Expenses 3,369 6.4% 3,493 9.1% Operating Income 905 4.7% 781 (5.9%) Net Earnings 554 6.8% 437 (12.0%) Diluted EPS $0.93 5.7% $0.73 (13.1%)
31 CASH FLOW Core business continues to generate significant cash flow ($MM) 1H FY15 1H FY14 % Chg FY14 FY13 % Chg Cash Flow from Ops $452 $458 (1%) $1,493 $1,512 (1%) CapEx, net (296) 247) 20% (497) (496) 0% Free Cash Flow 157 211 (26)% 995 1,015 (2%) Adj. Free Cash Flow 1 $324 $217 50% $1,080 $1,050 3% 1) See non-GAAP reconciliations Adjusted free cash flow excludes integration planning costs and a timing mismatch in our pension contributions
$0.3 $0.0 $0.5 $0.5 $1.0 2015 2016 2017 2018 2019 2020+ Debt Maturities $0.9 $1.1 $1.4 $1.5 $1.5 FY10 FY11 FY12 FY13 FY14 Cash Flow from Operations 32 CAPITAL ALLOCATION Reinvest in the Business • Fleet and Facilities • International and small acquisitions • Other strategic initiatives • Merger integration Return Value to Shareholders • Dividend target: 40-50% payout of adjusted EPS • Share repurchase: keep diluted shares outstanding relatively constant Minimal Near-Term Debt Maturities ($Billions) Substantial Cash Flows ($Billions) $5.2
33 A STRONG HISTORY OF DIVIDEND GROWTH Dividends paid per calendar year $0.00 $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 Sysco has paid a dividend every quarter since its founding in 1970
FY13 FY14 FY15 EST. Net Capex ($MM) Facilities Fleet IT-Other IT-Merger 34 STRATEGIC INVESTMENTS IN CAPITAL EXPENDITURES FY14 FY15 Gross Capex - 1H FY15 ($MM) $270 $298 $500-550 Increase in 1H15 capex driven by timing of fleet purchases and IT- related merger integration spend Long-term objective: net capex at 1.0- 1.2% of sales $497$496$270 $298
35 PROPOSED SYSCO-US FOODS MERGER Lower costs, differentiated products and services, better business solutions Strong strategic rationale Synergies are substantial – even after reflecting divestiture impact Strong adjusted EPS accretion and substantial cash flow Substantial Customer Benefits Operating & Supply Chain Efficiencies Enhanced Shareholder Value
Gross Synergies • $1,000MM Impact from: divestitures, potential customer disruption • ($400MM) Net Operations Synergies • $600MM 36 MERGER SYNERGIES REMAIN ATTRACTIVE, EVEN AFTER DIVESTITURES Interest expense $115 NOLs, to be used in first year $150 Transaction-related amortization ($110) Operational Synergies (After Four Years) Financial Synergies $600 million of annual net operational synergies to be realized over four years $MM
37 SUBSTANTIAL SYNERGIES TO BE ACHIEVED Merchandising 30-40% Supply Chain & Distribution 25-35% Sales & Marketing 5-15% Corporate/G&A 15-25% • Capture scale advantages of combined company by implementing robust category management process • Apply best capabilities of both companies • Apply best-of-both practices to enhance operational efficiencies • Selectively streamline footprint where over-capacity exists • Optimize investment over larger physical footprint • Capitalize on procurement savings opportunities for fleet and indirect spend • Leverage infrastructure to reduce redundant marketing expense • Streamline sales and marketing organization through normal attrition • Drive organizational efficiency and eliminate redundancy • Leverage new scale and size to achieve lower total cost for third- party services $600 million of annual net operational synergies to be realized over four years
38 MATERIAL SYNERGIES BEGIN TO ACCUMULATE IN FY17 Percentage of Annual Run Rates Synergies Achieved by Year FY16 FY17 FY18 FY19 0-10% 40-50% 70-80% 100% Note- Assumes FYE 2015 merger close, for illustrative purposes $600 million of annual net operational synergies to be realized over four years 65% of net operational synergies impact operating expense, while 35% impact COGS
FY16 FY17 FY18 FY19 39 POST-CLOSE MERGER INTEGRATION EXPENSE AND CAPITAL FY16 FY17 FY18 FY19 Expense: $700-800 million 45-55% 20-30% 10-20% 0-10% 50-60% 25-35% 5-15% 0-10% Note- Assumes FYE 2015 merger close, for illustrative purposes Incremental Merger Expense: $700-800MM Incremental Merger Capital: $300-400MM While gross merger costs will be higher, the charts above show the amounts that will be incremental to our G&A and capital run rates
40 CONCLUSION • Pleased with our top-line and gross profit performance – Investment in business transformation initiatives contributed to this achievement • Our focus: – Improving the consistency of our operational execution – Successfully rolling out our business transformation initiatives – Focused on developing new initiatives to enhance customer experience – Further developing our plans to integrate Sysco and US Foods • These strategic actions are the right priorities to both achieve our Vision and enhance profitability over the long-term
41
42 Non-GAAP Reconciliations 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 multiemployer withdrawal charges (MEPP), severance charges, US Foods merger and integration planning costs, charges from facility closures, US Foods related financing costs and a change in estimate of self-insurance specific to fiscal 2014, (collectively referred to as "Certain Items"). Management believes that adjusting its operating expenses, operating income, 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.
26-Week Period Ended Dec. 27, 2014 26-Week Period Ended Dec. 28, 2013 26-Week Period Change in Dollars 26-Week Period % Change Operating expenses (GAAP) $ 3,492,795 $ 3,200,463 $ 292,332 9.1% Impact of MEPP charge - (1,451) 1,451 -100.0 Impact of severance charges (3,542) (3,596) 54 -1.5 Impact of US Foods merger and integration planning costs (118,499) (4,352) (114,147) 2,622.9 Impact of change in estimate of self insurance - (23,841) 23,841 -100.0 Impact of facility closure charges (2,203) (1,475) (728) 49.4 Operating expenses adjusted for certain items (Non-GAAP) $ 3,368,551 $ 3,165,748 $ 202,803 6.4% Operating Income (GAAP) $ 781,059 $ 829,975 $ (48,916) -5.9% Impact of MEPP charge - 1,451 (1,451) -100.0 Impact of severance charge 3,542 3,596 (54) -1.5 Impact of US Foods merger and integration planning costs 118,499 4,352 114,147 2,622.9 Impact of change in estimate of self insurance - 23,841 (23,841) -100.0 Impact of facility closure charges 2,203 1,475 728 49.4 Operating income adjusted for certain items (Non-GAAP) $ 905,303 $ 864,690 $ 40,613 4.7% Interest Expense (GAAP) $ 107,976 $ 60,312 $ 47,664 79.0% Impact of US Foods financing costs (55,761) - (55,761) NM Adjusted Interest Expense (Non-GAAP) $ 52,215 $ 60,312 $ (8,097) -13.4% Net earnings (GAAP) (1) $ 436,792 $ 496,425 $ (59,633) -12.0% Impact of MEPP charge - 924 (924) -100.0 Impact of severance charge 2,299 2,292 7 0.3 Impact of US Foods merger and integration planning costs 76,901 2,775 74,126 2,671.2 Impact of change in estimate of self insurance - 15,203 (15,203) -100.0 Impact of facility closure charges 1,430 941 489 52.0 Impact of US Foods financing costs 36,187 - 36,187 NM Net earnings adjusted for certain items (Non-GAAP) (1) $ 553,609 $ 518,560 $ 35,049 6.8% Diluted earnings per share (GAAP) (1) $ 0.73 $ 0.84 $ (0.11) -13.1% Impact of MEPP charge - - - NM Impact of severance charge - - - NM Impact of US Foods merger and integration planning costs 0.13 - 0.13 NM Impact of change in estimate of self insurance - 0.03 (0.03) NM Impact of facility closure charges - - - NM Impact of US Foods financing costs 0.06 - 0.06 NM Diluted EPS adjusted for certain items (Non-GAAP) (1) (2) $ 0.93 $ 0.88 $ 0.05 5.7% Diluted shares outstanding 594,610,315 589,516,342 (1) The net earnings and diluted earnings per share impacts are shown net of tax. Tax impact of adjustments for Certain Items was $63,189 and $12,576 for the 26-week periods ended December 27, 2014 and December 28, 2013, respectively. Amounts are calculated by multiplying the operating income impact of each item by each quarter's effective tax rate. (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 and adjusted net earnings - underlying business, both divided by diluted shares outstanding. NM represents that the percentage change is not meaningful 43 Non-GAAP Reconciliations (Unaudited) Impact of Certain Items (In Thousands, Except for Share and Per Share Data)
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. Adjusted free cash flow adjusts out the cash impact of our Certain Items representing primarily payments for US Foods merger and integration planning costs and a payment for contingency accrual that arose in fiscal 2014. It also adjusts for a contribution to our retirement plan which creates a year over year variance from timing. We made a $50 million contribution to our qualified pension plan in the first 26 weeks of fiscal 2015, while there was no contribution to this plan in the first 26 weeks of fiscal 2014 due to its funding in the fourth quarter of fiscal 2013. Sysco considers free cash flow and adjusted free cash flow to be liquidity measures that provide 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. Adjusted free cash flow further provides the amount of cash generated excluding larger payments sometimes incurred with our Certain Items and timing of pension contributions. We do not mean to imply that free cash flow and adjusted free cash flow are necessarily available for discretionary expenditures, however, as it may be necessary that we use it to make mandatory debt service or other payments. Free cash flow and adjusted free cash flow should not be used as a substitute 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 and adjusted free cash flow for each period presented are reconciled to net cash provided by operating activities. 26-Week Period Ended Dec. 27, 2014 26-Week Period Ended Dec. 28, 2013 26-Week Period Change in Dollars 26-Week Period % Change Net cash provided by operating activities (GAAP) $ 452,438 $ 458,164 $ (5,726) -1.2% Additions to plant and equipment (298,068) (270,432) (27,636) -10.2% Proceeds from sales of plant and equipment 2,130 23,480 (21,350) -90.9% Free Cash Flow (Non-GAAP) $ 156,500 $ 211,212 $ (54,712) -25.9% Cash impact of Certain Items 117,668 5,505 112,163 NM Timing impact of pension contribution 50,000 - 50,000 NM Adjusted Free Cash Flow (Non-GAAP) $ 324,168 $ 216,717 $ 107,451 49.6% Adjustments represent the cash impact of Certain Items with the exception of US Foods financing costs which does not impact either Non-GAAP measure since these costs did not require cash payment in either period. Adjustments for the first 26 weeks of fiscal 2015 include $81.2 million related to US Foods merger and integration planning costs, $17.2 million related to the payment of a contingency accrual that arose in the last 26 weeks of fiscal 2014 that was considered a Certain Item in fiscal 2014 and $3.3 million for all remaining applicable Certain Items. None of the adjustments for the first 26 weeks of fiscal 2014 were individually significant. These amounts will differ from the earnings impact of Certain Items as the timing of payments for these items may occur in a different period from the period the Certain Item charges were taken in the Statement of Consolidated Results of Operations. Non-GAAP Reconciliation (Unaudited) Free Cash Flow and Adjusted Free Cash Flow (In Thousands) 44
Non-GAAP Reconciliation (Unaudited) Free Cash Flow and Adjusted Free Cash Flow (In Thousands) 45 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. Adjusted free cash flow adjusts out the cash impact of our Certain Items representing primarily payments for US Foods merger and integration planning costs and payments for multiemployer pension plan withdrawals. Sysco considers free cash flow and adjusted free cash flow to be liquidity measures that provide 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. Adjusted free cash flow further provides the amount of cash generated excluding larger payments sometimes incurred with our Certain Items. We do not mean to imply that free cash flow and adjusted free cash flow are necessarily available for discretionary expenditures, however, as it may be necessary that we use it to make mandatory debt service or other payments. Free cash flow and adjusted free cash flow should not be used as a substitute 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 and adjusted free cash flow for each period presented are reconciled to net cash provided by operating activities. 52-Week Period Ended June 28, 2014 52-Week Period Ended June 29, 2013 52-Week Period Change in Dollars 52-Week Period % Change Net cash provided by operating activities (GAAP) $ 1,492,815 $ 1,511,594 $ (18,779) -1.2% Additions to plant and equipment (523,206) (511,862) (11,344) -2.2 Proceeds from sales of plant and equipment 25,790 15,527 10,263 66.1 Free Cash Flow (Non-GAAP) $ 995,399 $ 1,015,259 $ (19,860) -2.0% Adjustments 84,210 34,445 49,765 144.5 Adjusted Free Cash Flow (Non-GAAP) $ 1,079,609 $ 1,049,704 $ 29,905 2.8% Adjustments represent the cash impact of Certain Items with the exception of amortization of US Foods financing costs which does not impact either Non-GAAP measure. Adjustments for fiscal 2014 include $48.0 million related to US Foods merger and integration planning costs, $25.8 million related to the multiemployer pension withdrawals and $10.4 million for all remaining applicable Certain Items. Adjustments for fiscal 2013 include $20.4 million related to multiemployer pension, $6.3 million related to severance and $7.7 million for all remaining applicable Certain Items. These amounts will differ from the earnings impact of Certain Items as the timing of payments for these items may occur in a different period from the period the Certain Item charges were taken in the Statement of Consolidated Results of Operations.

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Sysco Investor Presentation CAGNY 2015

  • 1.
  • 2.
  • 3.
    3 FORWARD LOOKING STATEMENT Statementsmade in this presentation 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 and the benefits and expected timing of our business transformation initiatives, expectations and efforts regarding management of operating expenses, our plans and expectations related to and the benefits of the proposed merger with US Foods, and our plans and expectations related to acquisitions. These statements also include expectations regarding our sales growth, operating expense growth and operating performance results, trends in our locally-managed business and overall sales mix, market conditions and trends, growth opportunities, inflation, fuel expense, interest expense, our expense management and cost per case performance, share repurchases, business transformation costs and expenses, investments in technology resources, free cash flow and capital expenditures. The success of our business transformation initiatives and expectations regarding our operating performance 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 may not increase and decreases in consumer spending, particularly on food-away-from-home, may not reverse. Market conditions may not improve as anticipated. 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 continue to decline. Our ability to meet our long-term strategic objectives to grow the profitability of our business depends largely on the success of our Business Transformation Project. There are various risks related to the project, including the risk that the project and its various components 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 the ERP system may be greater or less than currently expected because we have encountered, and may continue to encounter, the need for changes in design or revisions of the project calendar and budget, including the incurrence of expenses at an earlier or later time than currently anticipated; the risk that our business and results of operations may be adversely affected if we experience delays in deployment, operating problems, cost overages or limitations on the extent of the business transformation during the ERP implementation process; and the risk of adverse effects to our business, results of operations and liquidity if the ERP system, and the associated process changes, do not prove to be cost effective or do not result in the cost savings and other benefits at the levels that we anticipate. Planned deployments in the coming quarters are dependent upon the success of the ERP system and the updates at the current locations. We may experience delays, cost overages or operating problems when we deploy the system to additional locations. Our plans related to and the timing of the implementation of the ERP system, as well as the cost transformation and category management initiatives, are subject to change at any time based on management’s subjective evaluation of our overall business needs. We may fail to realize anticipated benefits, particularly expected cost savings, from our cost transformation initiative. If we are unable to realize the anticipated benefits from our cost cutting efforts, we could become cost disadvantaged in the marketplace, and our competitiveness and our profitability could decrease. We may also fail to realize the full anticipated benefits of our category management initiative, and may be unable to successfully execute the initiative in our anticipated timeline. Capital expenditures may vary from those projected based on changes in business plans and other factors, including risks related to the implementation of our business transformation initiatives and our regional distribution centers, the timing and successful completions 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. 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. The consummation of the merger with US Foods is subject to regulatory approval and the satisfaction of certain conditions, and we cannot predict whether the necessary conditions will be satisfied or waived and the requisite regulatory approvals received. We also may be subject to potential antitrust or similar lawsuits at the federal or state level. Sysco and US Foods have entered into an agreement to sell 11 US Foods’ facilities to Performance Food Group contingent on closing the merger; however, certain further actions may be required to obtain regulatory approval for the merger, which could negatively impact the projected benefits of the merger. Termination of the merger agreement with US Foods could require Sysco to make a termination payment of $300 million, which could adversely impact Sysco’s stock price, liquidity and financial condition. As a result of uncertainties surrounding the proposed merger, prospective suppliers and customers may delay or decline to enter into agreements with us, and we may also lose current suppliers and customers, and fail to retain key employees. The pending merger and our current pre-merger integration planning efforts may divert our management’s attention from day-to-day business operations and the execution of our business transformation initiatives, which could result in performance shortfalls. Integration of the businesses of Sysco and US Foods may be more difficult, costly or time consuming than expected, and the merger may not result in any or all of the anticipated benefits, including cost synergies. We may fail to retain some of US Foods’ vendors and customers after the proposed merger. In relation to the merger, we have issued additional debt and our level of indebtedness and the terms of our indebtedness could adversely affect our business and liquidity position. 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 28, 2014, 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 except as required by applicable law.
  • 4.
    4 THE GLOBAL LEADER INFOODSERVICE DISTRIBUTION • Approaching $50 billion in annualized sales • 425,000 customers • 50,000 associates • 400,000 products -- 40,000 Sysco Branded • Expanding presence beyond the United States
  • 5.
    62% 18% 8% 12% 5 WE SERVE ABROAD CUSTOMER BASE WITH A WIDE ARRAY OF PRODUCTS FY14 Sales by Customer Type 18% 19% 13% 11% 10% 8% 7% 5% 4% Canned & dry products Fresh and frozen meats Frozen fruits, vegetables, bakery and other Dairy products Poultry Fresh produce Paper & disposables Seafood Beverage Janitorial – 2% Medical - 1% Equipment – 2% Other Healthcare, Education & Government Travel, Leisure & Retail Restaurants FY14 Sales by Product Category
  • 6.
    SIGNIFICANT MARKET POTENTIAL •Foodservice holds a 48% share of all food purchases; retail has a 52% share • U.S. market ~$230B; • Canada + Ireland ~$25B • Includes restaurants, healthcare, education, travel and leisure segments 6 Potential $47B Sysco Core Market Sales in CY14 $255B¹ Foodservice Market 1 Source: Technomic, Canadian Restaurant and Foodservices Association, Bord Bia (Irish Food Board), Internal Data
  • 7.
    7 SYSCO HAS HISTORICALLYGROWN FASTER THAN THE MARKET 2.9X 2.0X 1.8X1.6X 17.1% 20.3% 9.8% 6.8% 5.7% 10.9% 6.9% 5.0% 3.8% 2.7% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 1973-1980 1981-1990 1991-2000 2001-2010 2011-2014 Sysco Market 2.1XSysco growth vs. the market Annualized Sales Growth for Sysco vs. the Market¹ 1 Source: Technomic, Canadian Restaurant and Foodservices Association, Bord Bia (Irish Food Board), Internal Data
  • 8.
    8 IT’S ALL ABOUTTHE CUSTOMER Operating Companies Markets/ Regions Corporate Functions Operate the Business Execute Flawlessly Enable the Operating Companies Provide Resources & Support Create Tools & Processes Customers
  • 9.
    9 OUR STRATEGY Implement an enterprise-wide talent management process PartnershipProductivity Products Expansion People Profoundly enrich the experience of doing business with Sysco Continuously improve productivity in all areas of our business Expand our offerings through a customer- centric innovation program Explore, assess and pursue new businesses and markets
  • 10.
    10 PROPOSED SYSCO-US FOODSMERGER Lower costs, differentiated products and services, better business solutions Strong strategic rationale Synergies are substantial – even after reflecting divestiture impact Strong adjusted EPS accretion and substantial cash flow Substantial Customer Benefits Operating & Supply Chain Efficiencies Enhanced Shareholder Value
  • 11.
    11 RECENT MERGER DEVELOPMENT •FTC Commissioners have voted to block the Sysco-US Foods transaction – The narrow 3-2 vote demonstrates a lack of consensus within the Commission • We believe the FTC’s decision is based on an erroneous view of the competitive dynamics of the foodservice distribution industry – Customers of all types have access to food distribution services from a wide variety of companies and multiple channels – Sysco delivered a substantial divestiture package • The merger will allow Sysco to lower costs for customers, deliver better service and improve selection across all product segments – This will increase competition across the entire foodservice distribution industry to the benefit of customers We are confident this merger is highly procompetitive and look forward to our day in court
  • 12.
    12 FORMULA FOR SUCCESS 2 Functionalexcellence to better execute with customers Scale-driven low-cost structure 1 3 Differentiated customer value proposition 4 New channels to serve our customers Entry into international markets5 MARGIN: Low growth in traditional domestic Broadlines Thin margins with persistent headwinds GROWTH:
  • 13.
    EVP AND PRESIDENT,FOODSERVICE OPERATIONS 13 TOM BENÉ
  • 14.
    14 BRINGING THE FORMULA FORSUCCESS TO MARKET DEVELOPING MARKETING AND SELLING DELIVERING OUR DIFFERENTIATED VALUE PROPOSITION
  • 15.
    15 VOICE OF THECUSTOMER DEVELOPING OUR DIFFERENTIATED VALUE PROPOSITION
  • 16.
    16 DEVELOPING OUR DIFFERENTIATED VALUEPROPOSITION CUSTOMER INTELLIGENCE VOICE OF THE CUSTOMER MARKET ANALYTICS
  • 17.
    APPROACH TO INNOVATION 17 DEVELOPINGOUR DIFFERENTIATED VALUE PROPOSITION INNOVATIVE AND DIFFERENTIATED PRODUCTS LEARN Market Insights Improve the business GROWTH DEFINE Category Strategy OPTIMIZE Optimal Assortment Implementation & Tailoring Selling ACTIVATE Strategic Sourcing DECIDE CATEGORY MANAGEMENT PROCESS
  • 18.
    18 MARKETING AND SELLINGOUR DIFFERENTIATED VALUE PROPOSITION BUSINESS SOLUTIONS TO HELP OUR CUSTOMERS MENU ANALYSIS & DESIGN EMPLOYEE TRAINING CUSTOMER MARKETING TOOLS
  • 19.
    19 MARKETING AND SELLINGOUR DIFFERENTIATED VALUE PROPOSITION CUSTOMER ENGAGEMENT MODEL 79% of customers who’ve ordered once, order again 20% In the last 30 days over previous period Orders are up Customer Experience Email Leads Gen Chat Text Multi-lingual Social media MAMOBILE ISR-served accounts up with improved customer experience 10% INSIDE SALES
  • 20.
    20 MARKETING AND SELLINGOUR DIFFERENTIATED VALUE PROPOSITION BUILDING CAPABILITY & MANAGING PERFORMANCE SELLING MODEL REVENUE MANAGEMENT
  • 21.
    21 MARKETING AND SELLINGOUR DIFFERENTIATED VALUE PROPOSITION HISPANIC SEGMENT APPROACH HISPANIC PILOT SALES GROWTH ($)
  • 22.
    22 MARKETING AND SELLINGOUR DIFFERENTIATED VALUE PROPOSITION JOINT BUSINESS PLANNING PROCESS
  • 23.
    23 DELIVERING OUR DIFFERENTIATED VALUEPROPOSITION EASE OF DOING BUSINESS MY SYSCO TRUCK
  • 24.
    24 DELIVERING OUR DIFFERENTIATED VALUEPROPOSITION IMPROVING OUR OPERATIONS WAREHOUSE AUTOMATIONBUILDING CAPABILITIES
  • 25.
    25 DELIVERING OUR DIFFERENTIATED VALUEPROPOSITION CONTINUOUS IMPROVEMENT PROCESS
  • 26.
    CHRIS KREIDLER Executive VicePresident and CFO 26
  • 27.
    27 BUSINESS TRANSFORMATION We begana three year journey in 2012 Reduce cost structure by $300-350 million annually Lower product costs by $250-300 million annually Successfully implement technology platform Benefits: $550-650 million annually Anticipated ramp up of benefits FY13 FY14 FY15 ~ 25% ~ 50-70% 100%
  • 28.
    28 BUSINESS TRANSFORMATION ACHIEVEMENTS Aftertwo and half years, we have exceeded our target Original Target: $550-650MM  Completed strategic sales initiatives; retirement plan & IT function restructuring  Launched new warehouse scorecard to drive performance  Introduced application of best practices and new tools to manage labor and operating expenses more effectively  Made significant progress implementing routing and fleets optimization initiative  Developed teams and processes for category management  Enhanced CatMan capabilities, including new sales tools, enhanced customer service and increased field communications/coord.  All CatMan categories, representing $15B of spend, to be launched by end of FY15  FY2016 and beyond CatMan continues as part of our ongoing processes Reduce Cost Structure Lower Product Costs FY14 FY13 High-end of 3-year target Over $700MM achieved through 1H FY15 FY15
  • 29.
    29 GROSS PROFIT PERFORMANCEIMPROVING 1.8% 0.7% 2.7% 4.0% 6.0% 6.1% -100 -75 -50 -25 0 25 50 75 100 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 YOY % Change in Gross Profit $ and Gross Margin (Bps) Gross Profit Growth ($) Gross Margin Change (Bps) Change in GM bpsChange in GP %
  • 30.
    30 SOLID OPERATIONAL PERFORMANCEIN 1H FY15  Business environment remains extremely competitive  Encouraged by solid performance in 1H15  We have many opportunities to enhance customer experience, strengthen operating performance and increase profitability Demonstrates business transformation is working 1 See Non-GAAP reconciliations at the end of this presentation. Adjusted1 Reported $MM, except per share data 1H FY15 YOY % Change 1H FY15 YOY % Change Sales $24,532 6.9% $24,532 6.9% Gross Profit 4,274 6.0% 4,274 6.0% Operating Expenses 3,369 6.4% 3,493 9.1% Operating Income 905 4.7% 781 (5.9%) Net Earnings 554 6.8% 437 (12.0%) Diluted EPS $0.93 5.7% $0.73 (13.1%)
  • 31.
    31 CASH FLOW Core businesscontinues to generate significant cash flow ($MM) 1H FY15 1H FY14 % Chg FY14 FY13 % Chg Cash Flow from Ops $452 $458 (1%) $1,493 $1,512 (1%) CapEx, net (296) 247) 20% (497) (496) 0% Free Cash Flow 157 211 (26)% 995 1,015 (2%) Adj. Free Cash Flow 1 $324 $217 50% $1,080 $1,050 3% 1) See non-GAAP reconciliations Adjusted free cash flow excludes integration planning costs and a timing mismatch in our pension contributions
  • 32.
    $0.3 $0.0 $0.5 $0.5 $1.0 2015 20162017 2018 2019 2020+ Debt Maturities $0.9 $1.1 $1.4 $1.5 $1.5 FY10 FY11 FY12 FY13 FY14 Cash Flow from Operations 32 CAPITAL ALLOCATION Reinvest in the Business • Fleet and Facilities • International and small acquisitions • Other strategic initiatives • Merger integration Return Value to Shareholders • Dividend target: 40-50% payout of adjusted EPS • Share repurchase: keep diluted shares outstanding relatively constant Minimal Near-Term Debt Maturities ($Billions) Substantial Cash Flows ($Billions) $5.2
  • 33.
    33 A STRONG HISTORYOF DIVIDEND GROWTH Dividends paid per calendar year $0.00 $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 Sysco has paid a dividend every quarter since its founding in 1970
  • 34.
    FY13 FY14 FY15EST. Net Capex ($MM) Facilities Fleet IT-Other IT-Merger 34 STRATEGIC INVESTMENTS IN CAPITAL EXPENDITURES FY14 FY15 Gross Capex - 1H FY15 ($MM) $270 $298 $500-550 Increase in 1H15 capex driven by timing of fleet purchases and IT- related merger integration spend Long-term objective: net capex at 1.0- 1.2% of sales $497$496$270 $298
  • 35.
    35 PROPOSED SYSCO-US FOODSMERGER Lower costs, differentiated products and services, better business solutions Strong strategic rationale Synergies are substantial – even after reflecting divestiture impact Strong adjusted EPS accretion and substantial cash flow Substantial Customer Benefits Operating & Supply Chain Efficiencies Enhanced Shareholder Value
  • 36.
    Gross Synergies • $1,000MM Impactfrom: divestitures, potential customer disruption • ($400MM) Net Operations Synergies • $600MM 36 MERGER SYNERGIES REMAIN ATTRACTIVE, EVEN AFTER DIVESTITURES Interest expense $115 NOLs, to be used in first year $150 Transaction-related amortization ($110) Operational Synergies (After Four Years) Financial Synergies $600 million of annual net operational synergies to be realized over four years $MM
  • 37.
    37 SUBSTANTIAL SYNERGIES TOBE ACHIEVED Merchandising 30-40% Supply Chain & Distribution 25-35% Sales & Marketing 5-15% Corporate/G&A 15-25% • Capture scale advantages of combined company by implementing robust category management process • Apply best capabilities of both companies • Apply best-of-both practices to enhance operational efficiencies • Selectively streamline footprint where over-capacity exists • Optimize investment over larger physical footprint • Capitalize on procurement savings opportunities for fleet and indirect spend • Leverage infrastructure to reduce redundant marketing expense • Streamline sales and marketing organization through normal attrition • Drive organizational efficiency and eliminate redundancy • Leverage new scale and size to achieve lower total cost for third- party services $600 million of annual net operational synergies to be realized over four years
  • 38.
    38 MATERIAL SYNERGIES BEGINTO ACCUMULATE IN FY17 Percentage of Annual Run Rates Synergies Achieved by Year FY16 FY17 FY18 FY19 0-10% 40-50% 70-80% 100% Note- Assumes FYE 2015 merger close, for illustrative purposes $600 million of annual net operational synergies to be realized over four years 65% of net operational synergies impact operating expense, while 35% impact COGS
  • 39.
    FY16 FY17 FY18FY19 39 POST-CLOSE MERGER INTEGRATION EXPENSE AND CAPITAL FY16 FY17 FY18 FY19 Expense: $700-800 million 45-55% 20-30% 10-20% 0-10% 50-60% 25-35% 5-15% 0-10% Note- Assumes FYE 2015 merger close, for illustrative purposes Incremental Merger Expense: $700-800MM Incremental Merger Capital: $300-400MM While gross merger costs will be higher, the charts above show the amounts that will be incremental to our G&A and capital run rates
  • 40.
    40 CONCLUSION • Pleased withour top-line and gross profit performance – Investment in business transformation initiatives contributed to this achievement • Our focus: – Improving the consistency of our operational execution – Successfully rolling out our business transformation initiatives – Focused on developing new initiatives to enhance customer experience – Further developing our plans to integrate Sysco and US Foods • These strategic actions are the right priorities to both achieve our Vision and enhance profitability over the long-term
  • 41.
  • 42.
    42 Non-GAAP Reconciliations Sysco Corporationand 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 multiemployer withdrawal charges (MEPP), severance charges, US Foods merger and integration planning costs, charges from facility closures, US Foods related financing costs and a change in estimate of self-insurance specific to fiscal 2014, (collectively referred to as "Certain Items"). Management believes that adjusting its operating expenses, operating income, 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.
  • 43.
    26-Week Period Ended Dec. 27,2014 26-Week Period Ended Dec. 28, 2013 26-Week Period Change in Dollars 26-Week Period % Change Operating expenses (GAAP) $ 3,492,795 $ 3,200,463 $ 292,332 9.1% Impact of MEPP charge - (1,451) 1,451 -100.0 Impact of severance charges (3,542) (3,596) 54 -1.5 Impact of US Foods merger and integration planning costs (118,499) (4,352) (114,147) 2,622.9 Impact of change in estimate of self insurance - (23,841) 23,841 -100.0 Impact of facility closure charges (2,203) (1,475) (728) 49.4 Operating expenses adjusted for certain items (Non-GAAP) $ 3,368,551 $ 3,165,748 $ 202,803 6.4% Operating Income (GAAP) $ 781,059 $ 829,975 $ (48,916) -5.9% Impact of MEPP charge - 1,451 (1,451) -100.0 Impact of severance charge 3,542 3,596 (54) -1.5 Impact of US Foods merger and integration planning costs 118,499 4,352 114,147 2,622.9 Impact of change in estimate of self insurance - 23,841 (23,841) -100.0 Impact of facility closure charges 2,203 1,475 728 49.4 Operating income adjusted for certain items (Non-GAAP) $ 905,303 $ 864,690 $ 40,613 4.7% Interest Expense (GAAP) $ 107,976 $ 60,312 $ 47,664 79.0% Impact of US Foods financing costs (55,761) - (55,761) NM Adjusted Interest Expense (Non-GAAP) $ 52,215 $ 60,312 $ (8,097) -13.4% Net earnings (GAAP) (1) $ 436,792 $ 496,425 $ (59,633) -12.0% Impact of MEPP charge - 924 (924) -100.0 Impact of severance charge 2,299 2,292 7 0.3 Impact of US Foods merger and integration planning costs 76,901 2,775 74,126 2,671.2 Impact of change in estimate of self insurance - 15,203 (15,203) -100.0 Impact of facility closure charges 1,430 941 489 52.0 Impact of US Foods financing costs 36,187 - 36,187 NM Net earnings adjusted for certain items (Non-GAAP) (1) $ 553,609 $ 518,560 $ 35,049 6.8% Diluted earnings per share (GAAP) (1) $ 0.73 $ 0.84 $ (0.11) -13.1% Impact of MEPP charge - - - NM Impact of severance charge - - - NM Impact of US Foods merger and integration planning costs 0.13 - 0.13 NM Impact of change in estimate of self insurance - 0.03 (0.03) NM Impact of facility closure charges - - - NM Impact of US Foods financing costs 0.06 - 0.06 NM Diluted EPS adjusted for certain items (Non-GAAP) (1) (2) $ 0.93 $ 0.88 $ 0.05 5.7% Diluted shares outstanding 594,610,315 589,516,342 (1) The net earnings and diluted earnings per share impacts are shown net of tax. Tax impact of adjustments for Certain Items was $63,189 and $12,576 for the 26-week periods ended December 27, 2014 and December 28, 2013, respectively. Amounts are calculated by multiplying the operating income impact of each item by each quarter's effective tax rate. (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 and adjusted net earnings - underlying business, both divided by diluted shares outstanding. NM represents that the percentage change is not meaningful 43 Non-GAAP Reconciliations (Unaudited) Impact of Certain Items (In Thousands, Except for Share and Per Share Data)
  • 44.
    Free cash flowrepresents net cash provided from operating activities less purchases of plant and equipment and includes proceeds from sales of plant and equipment. Adjusted free cash flow adjusts out the cash impact of our Certain Items representing primarily payments for US Foods merger and integration planning costs and a payment for contingency accrual that arose in fiscal 2014. It also adjusts for a contribution to our retirement plan which creates a year over year variance from timing. We made a $50 million contribution to our qualified pension plan in the first 26 weeks of fiscal 2015, while there was no contribution to this plan in the first 26 weeks of fiscal 2014 due to its funding in the fourth quarter of fiscal 2013. Sysco considers free cash flow and adjusted free cash flow to be liquidity measures that provide 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. Adjusted free cash flow further provides the amount of cash generated excluding larger payments sometimes incurred with our Certain Items and timing of pension contributions. We do not mean to imply that free cash flow and adjusted free cash flow are necessarily available for discretionary expenditures, however, as it may be necessary that we use it to make mandatory debt service or other payments. Free cash flow and adjusted free cash flow should not be used as a substitute 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 and adjusted free cash flow for each period presented are reconciled to net cash provided by operating activities. 26-Week Period Ended Dec. 27, 2014 26-Week Period Ended Dec. 28, 2013 26-Week Period Change in Dollars 26-Week Period % Change Net cash provided by operating activities (GAAP) $ 452,438 $ 458,164 $ (5,726) -1.2% Additions to plant and equipment (298,068) (270,432) (27,636) -10.2% Proceeds from sales of plant and equipment 2,130 23,480 (21,350) -90.9% Free Cash Flow (Non-GAAP) $ 156,500 $ 211,212 $ (54,712) -25.9% Cash impact of Certain Items 117,668 5,505 112,163 NM Timing impact of pension contribution 50,000 - 50,000 NM Adjusted Free Cash Flow (Non-GAAP) $ 324,168 $ 216,717 $ 107,451 49.6% Adjustments represent the cash impact of Certain Items with the exception of US Foods financing costs which does not impact either Non-GAAP measure since these costs did not require cash payment in either period. Adjustments for the first 26 weeks of fiscal 2015 include $81.2 million related to US Foods merger and integration planning costs, $17.2 million related to the payment of a contingency accrual that arose in the last 26 weeks of fiscal 2014 that was considered a Certain Item in fiscal 2014 and $3.3 million for all remaining applicable Certain Items. None of the adjustments for the first 26 weeks of fiscal 2014 were individually significant. These amounts will differ from the earnings impact of Certain Items as the timing of payments for these items may occur in a different period from the period the Certain Item charges were taken in the Statement of Consolidated Results of Operations. Non-GAAP Reconciliation (Unaudited) Free Cash Flow and Adjusted Free Cash Flow (In Thousands) 44
  • 45.
    Non-GAAP Reconciliation (Unaudited) FreeCash Flow and Adjusted Free Cash Flow (In Thousands) 45 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. Adjusted free cash flow adjusts out the cash impact of our Certain Items representing primarily payments for US Foods merger and integration planning costs and payments for multiemployer pension plan withdrawals. Sysco considers free cash flow and adjusted free cash flow to be liquidity measures that provide 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. Adjusted free cash flow further provides the amount of cash generated excluding larger payments sometimes incurred with our Certain Items. We do not mean to imply that free cash flow and adjusted free cash flow are necessarily available for discretionary expenditures, however, as it may be necessary that we use it to make mandatory debt service or other payments. Free cash flow and adjusted free cash flow should not be used as a substitute 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 and adjusted free cash flow for each period presented are reconciled to net cash provided by operating activities. 52-Week Period Ended June 28, 2014 52-Week Period Ended June 29, 2013 52-Week Period Change in Dollars 52-Week Period % Change Net cash provided by operating activities (GAAP) $ 1,492,815 $ 1,511,594 $ (18,779) -1.2% Additions to plant and equipment (523,206) (511,862) (11,344) -2.2 Proceeds from sales of plant and equipment 25,790 15,527 10,263 66.1 Free Cash Flow (Non-GAAP) $ 995,399 $ 1,015,259 $ (19,860) -2.0% Adjustments 84,210 34,445 49,765 144.5 Adjusted Free Cash Flow (Non-GAAP) $ 1,079,609 $ 1,049,704 $ 29,905 2.8% Adjustments represent the cash impact of Certain Items with the exception of amortization of US Foods financing costs which does not impact either Non-GAAP measure. Adjustments for fiscal 2014 include $48.0 million related to US Foods merger and integration planning costs, $25.8 million related to the multiemployer pension withdrawals and $10.4 million for all remaining applicable Certain Items. Adjustments for fiscal 2013 include $20.4 million related to multiemployer pension, $6.3 million related to severance and $7.7 million for all remaining applicable Certain Items. These amounts will differ from the earnings impact of Certain Items as the timing of payments for these items may occur in a different period from the period the Certain Item charges were taken in the Statement of Consolidated Results of Operations.