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

Highlights



Our third quarter of fiscal 2022 results were strong, reflecting sequential
sales growth improvements and accelerating market share gains. Our share gains
in the U.S. and International segments continued to accelerate and demonstrated
the impact of our Recipe for Growth strategy on our business. Additionally, our
teams made significant improvements in operating expense leverage, with lower
business recovery costs, good progress in our operations productivity
performance efforts and continued re-investments to drive profitable growth. See
below for a comparison of our fiscal 2022 results to our fiscal 2021 results,
both including and excluding Certain Items (as defined below).

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

•Sales:


•increased 42.9%, or $5.1 billion, to $16.9 billion;
•Operating income:
•increased 110.1%, or $259.8 million, to $495.7 million;
•adjusted operating income increased 124.6%, or $319.2 million, to $575.4
million;
•Net earnings:
•increased 241.1%, or $214.4 million, to $303.3 million;
•adjusted net earnings increased 216.1%, or $248.1 million, to $362.9 million;
•Basic earnings per share:
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•increased 252.9%, or $0.43, to $0.60 per share;
•Diluted earnings per share:
•increased 247.1%, or $0.42, to $0.59 per share;
•adjusted diluted earnings per share increased 222.7%, or $0.49, to $0.71 in
fiscal 2022;
•EBITDA:
•increased 65.2%, or $277.6 million, to $703.3 million; and
•adjusted EBITDA increased 72.8%, or $318.4 million, to $755.8 million.

Comparisons of results from the first 39 weeks of fiscal 2022 to the first 39 weeks of fiscal 2021 are presented below:

•Sales:


•increased 41.3%, or $14.5 billion, to $49.7 billion;
•Operating income:
•increased 81.2%, or $704.8 million, to $1.6 billion;
•adjusted operating income increased 105.4%, or $901.2 million, to $1.8 billion;
•Net earnings:
•increased 127.5%, or $475.7 million, to $848.8 million;
•adjusted net earnings increased 189.9%, or $710.6 million, to $1.1 billion;
•Basic earnings per share:
•increased 127.4%, or $0.93, to $1.66 per share;
•Diluted earnings per share:
•increased 126.0%, or $0.92, to $1.65 per share; and
•adjusted diluted earnings per share increased 189.0%, or $1.38, to $2.11 in
fiscal 2022;
•EBITDA:
•increased 52.5%, or $747.5 million, to $2.2 billion; and
•adjusted EBITDA increased 65.9%, or $905.4 million, to $2.3 billion.

The discussion of our results includes certain non-GAAP financial measures,
including EBITDA and adjusted EBITDA, that we believe provide important
perspective with respect to underlying business trends. Other than free cash
flow, any non-GAAP financial measures will be denoted as adjusted measures to
remove the impact of restructuring and transformational project costs consisting
of: (1) restructuring charges, (2) expenses associated with our various
transformation initiatives and (3) facility closure and severance charges;
acquisition-related costs consisting of: (1) intangible amortization expense and
(2) acquisition costs and due diligence costs related to our acquisitions; and
the reduction of bad debt expense previously recognized in fiscal 2020 due to
the impact of the COVID-19 pandemic on the collectability of our pre-pandemic
trade receivable balances. Our results for the first 39 weeks of fiscal 2022
were also impacted by (1) a write-down of COVID-related personal protection
equipment inventory due to the reduction in the net realizable value of
inventory (2) debt extinguishment costs and (3) the increase in reserves for
uncertain tax positions. Our results for the first 39 weeks of fiscal 2021 were
also impacted by losses on the sale of businesses.

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

Trends

Economic and Industry Trends



The food-away-from-home sector continues to experience an overall recovery as
compared to fiscal 2021. Our third quarter began with disruptions from the
Omicron variant of COVID-19, which negatively impacted consumer demand and our
customers due to the reintroduction of significant restrictions on their
businesses. These conditions persisted through February; however, we experienced
a strong market rebound beginning in late February and during March, as the
impact of this variant lessened and restrictions eased.

Sales and Gross Profit Trends


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Our sales and gross profit performance can be influenced by multiple factors,
including price, volume, inflation, customer mix and product mix. The most
significant factor affecting performance in the third quarter of fiscal 2022 was
volume growth, as we experienced strong results from both independent and chain
customers, driven by a 14.1% improvement in local case volume and an 18.8%
improvement in total case volume within our U.S. Broadline operations, in each
instance as compared to the third quarter of fiscal 2021. This growth enabled us
to gain market share during the third quarter of fiscal 2022. We have two
customer business segments that remain impacted by the COVID-19 pandemic, namely
"Business and Industry" (which includes, for example, office cafeterias) and
"Travel and Hospitality." We anticipate that both of these segments will make
progress in their recovery in future quarters, which will contribute to our
continued volume growth. We are on track to exceed our stated goal of achieving
growth at a rate of 1.2 times the industry in fiscal 2022, and we believe that
our Recipe for Growth strategy will enable us to accelerate over the next three
years and grow at 1.5 times the pace of the industry by the end of fiscal 2024.

Product cost inflation has also been a driver of our sales and gross profit
performance. We experienced inflation at a rate of 15.8% and 14.4% in the third
quarter and first 39 weeks of fiscal 2022, respectively, in our U.S. Broadline
operations, primarily driven by inflation in the poultry, produce and dairy
categories. We have been successful in managing our inflation, resulting in an
increase in gross profit dollars. Gross margin decreased 12 and 45 basis points
in the third quarter and the first 39 weeks of fiscal 2022, respectively, as
compared to the same prior year periods, largely due to the impact of product
cost inflation. We are concerned about the long-term effect of elevated
inflation, and we are taking actions to address it. We are actively working to
improve our cost of goods sold to Sysco, so that we can pass along value to our
customers. We are also pursuing Sysco brand penetration, as we believe that
Sysco products can save our customers money. Lastly, we are working with our
customers to help them with their menu design and locate product alternatives to
avoid highly inflationary items and sub-categories.

Operating Expense Trends



Total operating expenses increased 33.4% and 31.0% during the third quarter and
first 39 weeks of fiscal 2022, respectively, as compared to the third quarter
and first 39 weeks of fiscal 2021, driven by the variable costs associated with
significantly increased volumes, our transformation initiatives under our Recipe
for Growth strategy, investments in business recovery costs and expenses due to
lower productivity resulting from high turnover in our teams. Our operating
results in the third quarter and first 39 weeks of fiscal 2022 included
$48 million and $116 million, respectively, of operating expense investments for
our Recipe for Growth strategy. We are making these necessary investments to
ensure that we can serve our customers to enable us to continue increasing
market share, profitably, at the national and local level. We have made a
purposeful response to the COVID-generated labor and safety environment in which
we are operating, with $35 million and $165 million in business recovery
operating investments such as recruiting costs, hiring marketing, vaccination
promotion, contract labor and sign-on and retention bonuses during the third
quarter and first 39 weeks of fiscal 2022, respectively. We continued to improve
our staffing levels in the third quarter of fiscal 2022, primarily for
transportation and warehouse staff. Incremental training and overtime costs were
approximately $30 million in the third quarter of fiscal 2022, which is lower
than the approximately $40 million for these same costs in the second quarter of
fiscal 2022. These efforts, along with productivity improvements from prior
quarters, are lowering our business recovery costs, and we expect these expenses
to continue to decline in the fourth quarter of fiscal 2022. Even with those
significant business recovery and transformation operating expense investments,
offset by the continued benefit of our cost-savings efforts, we leveraged our
adjusted operating expense structure.

Income Tax Trends



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

Our effective tax rate has been influenced by discrete events, such as tax law
changes and excess tax benefits attributable to equity compensation exercises as
discussed in Note 12, "Income Taxes," in the Notes to Consolidated Financial
Statements in Item 1 of Part I of this Form 10-Q.

Comparisons to Fiscal 2019



In assessing our financial performance through the business recovery, Sysco's
management compared our results in fiscal 2022 against our corresponding fiscal
2019 results.

Comparisons of results from the third quarter of fiscal 2022 to the third quarter of fiscal 2019 are presented below:

•Sales:


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•increased 15.3%, or $2.2 billion, as compared to fiscal 2019;
•Operating income:
•decreased 6.4%, or $33.9 million, as compared to fiscal 2019;
•adjusted operating income decreased 7.2%, or $44.8 million, as compared to
fiscal 2019;
•EBITDA:
•decreased 0.9%, or $6.3 million, as compared to fiscal 2019;
•adjusted EBITDA decreased 2.7%, or $21.1 million, as compared to fiscal 2019;
•Diluted earnings per share:
•decreased 30.6%, or $0.26, as compared to fiscal 2019; and
•adjusted diluted earnings per share decreased 10.1%, or $0.08, as compared to
fiscal 2019.

Comparisons of results from the first 39 weeks of fiscal 2022 to the first 39 weeks of fiscal 2019 are presented below:

•Sales:


•increased 11.3%, or $5.0 billion, as compared to fiscal 2019;
•Operating income:
•decreased 2.3%, or $37.3 million, as compared to fiscal 2019;
•adjusted operating income decreased 8.3%, or $159.0 million, as compared to
fiscal 2019;
•EBITDA:
•increased 0.04%, or $0.9 million, as compared to fiscal 2019;
•adjusted EBITDA decreased 4.5%, or $107.3 million, as compared to fiscal 2019;
•Diluted earnings per share:
•decreased 24.0%, or $0.52, as compared to fiscal 2019; and
•adjusted diluted earnings per share decreased 13.9%, or $0.34, as compared to
fiscal 2019.

Key items impacting the comparability of Sysco's results in the third quarter of fiscal 2022 to the third quarter of fiscal 2019 included the one-time and short-term expenses associated with the business recovery and the operating expense investments towards our Recipe for Growth strategy.

Mergers and Acquisitions



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

•In the first quarter of fiscal 2022, we acquired Greco and Sons, a leading
independent specialty Italian distributor in the United States.
•In the first quarter of fiscal 2022, we acquired a specialty food distributor
in the United Kingdom.
•In the second quarter of fiscal 2022, we acquired Paragon Foodservice, a
regional broadline fresh produce distributor in western Pennsylvania. The
acquisition will operate as part of Sysco's U.S. specialty produce business.
•In the third quarter of fiscal 2022, we acquired The Coastal Companies, a
leading fresh produce distributor and value-added processer on the East Coast.

Strategy



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

Our various business transformation initiatives remain on track, such as the
centralized pricing tool project, which is substantially complete for U.S. local
customers, and which enables Sysco to strategically manage the high levels of
inflation that we are currently experiencing. Other initiatives, such as our
personalization engine, continue to expand, while the sales transformation is
helping our sales teams continue to win new business. Additionally, we are
continuing to improve the efficiency of our organization, such as regionalizing
the leadership structure of our U.S. Broadline and specialty business, as we
reduce our structural expenses to fund our capital investments. In the third
quarter of fiscal 2022, we converted our U.S. broadline operations from an
industry traditional five-day work week to a full six-day delivery model, which
provides a better schedule for our associates, increases efficiency in our
operations, increases weekly throughput without the need for additional
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trucks or building expansions and increases our ability to deliver to our
customers on time. From these actions as a part of our Recipe for Growth, we can
see the benefits of our developing capabilities in the new customers we are
winning and in the progress we are making towards increasing market share. We
expect that, as our Recipe for Growth matures, the impact on our top-line growth
will continue to accelerate. We are committed to profitably growing 1.2 times
the market for fiscal 2022 and 1.5 times the market by the end of fiscal 2024,
the third year of our three-year strategic plan.

Results of Operations

The following table sets forth the components of our consolidated results of operations expressed as a percentage of sales for the periods indicated:


                                                    13-Week Period Ended                              39-Week Period Ended
                                            Apr. 2, 2022            Mar. 27, 2021             Apr. 2, 2022            Mar. 27, 2021
Sales                                              100.0  %                 100.0  %                 100.0  %                 100.0  %
Cost of sales                                       82.2                     82.0                     82.1                     81.7
Gross profit                                        17.8                     18.0                     17.9                     18.3
Operating expenses                                  14.9                     16.0                     14.7                     15.8
Operating income                                     2.9                      2.0                      3.2                      2.5
Interest expense                                     0.7                      1.2                      1.0                      1.2
Other (income) expense, net                         (0.1)                    (0.1)                       -                        -
Earnings before income taxes                         2.3                      0.9                      2.2                      1.3
Income taxes                                         0.5                      0.1                      0.5                      0.2
Net earnings                                         1.8  %                   0.8  %                   1.7  %                   1.1  %


The following table sets forth the change in the components of our consolidated results of operations expressed as a percentage increase or decrease over the comparable period in the prior year:


                                       13-Week Period Ended      39-Week Period Ended
                                           Apr. 2, 2022              Apr. 2, 2022
Sales                                                42.9  %                   41.3  %
Cost of sales                                        43.2                      42.1
Gross profit                                         42.0                      37.8
Operating expenses                                   33.4                      31.0
Operating income                                    110.1                      81.2
Interest expense                                    (14.9)                     12.8
Other (income) expense, net (1) (2)                   8.4                      95.9
Earnings before income taxes                        274.8                     149.6
Income taxes                                        490.0                     268.0
Net earnings                                        241.1  %                  127.5  %
Basic earnings per share                            252.9  %                  127.4  %
Diluted earnings per share                          247.1                     126.0
Average shares outstanding                           (0.5)                      0.1
Diluted shares outstanding                           (0.5)                      0.3



(1)Other (income) expense, net was income of $13.8 million and income of $12.7
million in the third quarter of fiscal 2022 and fiscal 2021, respectively.
(2)Other (income) expense, net was income of $27.7 million and income of $14.1
million in the first 39 weeks of fiscal 2022 and fiscal 2021, respectively.

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The following tables represent our results by reportable segments:

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