This discussion should be read in conjunction with our consolidated financial
statements as of June 27, 2020, 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 June 27, 2020 (our fiscal 2020 Form 10-K), as well as the consolidated
financial statements (unaudited) and notes to the consolidated financial
statements (unaudited) contained in this report. Sysco's fiscal year ends on the
Saturday nearest to June 30th. This results in a 53-week year ending July 3,
2021 for fiscal 2021.

Highlights

Our third quarter of fiscal 2021 results were strong despite the COVID-19
pandemic's impact on market conditions, due to improved sales and disciplined
expense management. Our industry's business recovery is here and the pace of
recovery is accelerating, especially in our domestic U.S. business. We are
making excellent progress in our business transformation to better serve our
customers and differentiate from our competition. We are growing market share at
the national and local customer level, and we achieved a profitable quarter,
despite a 14% reduction in sales, as compared to fiscal 2020. We continue to
make strategic investments in preparation for the business recovery and have
focused our investments on our customers, our people, our inventory, our
technology, and our communities. These investments have helped position Sysco
for the return of foodservice demand. See below for a comparison of our third
quarter of fiscal 2021 results to our third quarter of fiscal 2020 results, both
including and excluding Certain Items.

Comparisons of results from the third quarter of fiscal 2021 to the third quarter of fiscal 2020:

•Sales:


•decreased 13.7%, or $1.9 billion, to $11.8 billion;
•Operating income:
•increased $175.6 million, to $235.9 million;
•adjusted operating income decreased $120.8 million, to $256.2 million;
•Net earnings:
•increased $92.2 million, to $88.9 million;
•adjusted net earnings decreased $117.0 million, to $114.8 million;
•Basic earnings per share:
•increased $0.18, to $0.17 per share;
•Diluted earnings per share:
•increased $0.18, to $0.17 per share; and
•adjusted diluted earnings per share decreased $0.23, to $0.22 per share.
•EBITDA:
•increased 76.5%, or $184.5 million, to $425.8 million; and
•adjusted EBITDA decreased 18.7%, or $100.7 million, to $437.4 million.

Comparisons of results from the first 39 weeks of fiscal 2021 to the first 39 weeks of fiscal 2020:

•Sales:


•decreased 20.1%, or $8.9 billion, to $35.2 billion;
•Operating income:
•decreased 32.3%, or $413.5 million, to $867.6 million;
•adjusted operating income decreased 51.0%, or $890.9 million, to $855.0
million;
•Net earnings:
•decreased 55.3%, or $460.8 million, to $373.1 million;
•adjusted net earnings decreased 68.3%, or $805.7 million, to $374.1 million;
•Basic earnings per share:
•decreased 55.2%, or $0.90, to $0.73 per share;
•Diluted earnings per share:
•decreased 54.9%, or $0.89, to $0.73 per share; and
•adjusted diluted earnings per share decreased 68.1%, or $1.56, to $0.73 per
share.
•EBITDA:
•decreased 22.3%, or $408.0 million, to $1.4 billion; and
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•adjusted EBITDA decreased 38.3%, or $854.6 million, to $1.4 billion.



EBITDA and adjusted EBITDA are non-GAAP financial measures. More information on
the rationale for the use of non-GAAP financial measures and reconciliations to
the most directly comparable numbers calculated in accordance with U.S.
generally accepted accounting principles (GAAP) can be found under "Non-GAAP
Reconciliations."

Sysco's results of operations for fiscal 2021 and fiscal 2020 were impacted by
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. Sysco's results for
fiscal 2021 and fiscal 2020 were also impacted by intangible amortization
expense related to the fiscal 2017 acquisition of Cucina Lux Investments Limited
(the Brakes Acquisition). Additionally, our results for fiscal 2021 were
impacted by loss on the sale of businesses.

Fiscal 2021 results of operations were also positively impacted by the reduction
of bad debt expense previously recognized in fiscal 2020 due to the unexpected
impact of the COVID-19 pandemic on the collectability of our pre-pandemic trade
receivable balances. Fiscal 2020 results of operations were also negatively
impacted by costs arising from the COVID-19
pandemic, the most significant of which were (1) excess bad debt expense, as we
experienced an increase in past due receivables and recognized additional bad
debt charges, and (2) goodwill impairment charges. While Sysco traditionally
incurs bad debt expense, the magnitude of such expenses and benefits that we
have experienced since the onset of the COVID-19 pandemic is not indicative of
our normal operations. Our adjusted results have not been normalized in a manner
that would exclude the full impact of the COVID-19 pandemic on our business. As
such, Sysco has not adjusted its results for lost sales, inventory write-offs or
other costs associated with the COVID-19 pandemic not previously stated.

The fiscal 2021 and fiscal 2020 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. Our discussion below of our results
includes certain non-GAAP financial measures 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 and
exclude the impact from Certain Items, and certain metrics are stated on a
constant currency basis.

During the fourth quarter of fiscal 2020, Sysco revised the way performance is
assessed for the U.S. Foodservice Operations segment. As a result of this
change, charges incurred by the company's corporate office to provide direct
support functions to the U.S. Foodservice Operations reportable segment have
been reclassified from Corporate expenses into the U.S. Foodservice reportable
segment. The segment information disclosed for fiscal 2021 reflects this change
in reporting structure and prior year amounts have been reclassified to conform
with the current year presentation.

Key Performance Indicators



Sysco seeks to meet its strategic goals by continually measuring its success in
its key performance metrics that drive stakeholder value through sales growth
and capital allocation and deployment. The COVID-19 pandemic has significantly
impacted the financial metrics used by management to evaluate the business, and
certain metrics continue to be a near- and long-term focus, while other metrics
do not provide meaningful comparable information in the near-term. We believe
the following are our most significant performance metrics in our current
business environment:

•Adjusted operating income growth (non-GAAP);
•Adjusted diluted earnings per share growth (non-GAAP);
•Adjusted EBITDA (non-GAAP);
•Case volume growth by customer type for U.S. Broadline operations;
•Sysco brand penetration for U.S. Broadline operations; and
•Free cash flow (non-GAAP).

Adjusted EBITDA



EBITDA represents net earnings (loss) plus (1) interest expense, (2) income tax
expense and benefit, (3) depreciation and (4) amortization. The net earnings
(loss) component of our EBITDA calculation is impacted by Certain Items that we
do not consider representative of our underlying performance. As a result, in
the non-GAAP reconciliations below for each period presented, adjusted EBITDA is
computed as EBITDA plus the impact of Certain Items, excluding Certain Items
related to interest expense, income taxes, depreciation and amortization.
Sysco's management considers growth in this metric to be a measure of overall
financial performance that provides useful information to management and
investors about the profitability of the business, as it facilitates comparison
of performance on a consistent basis from period to period by providing a
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measurement of recurring factors and trends affecting our business. Additionally, it is a commonly used component metric used to inform on capital structure decisions.



We use these financial metrics and related computations, as well as sales and
gross profit growth, to evaluate our business and to plan for near-and long-term
operating and strategic decisions. We believe it is useful to provide investors
with the same financial information that we use internally to make comparisons
of our historical operating results, identify trends in our underlying operating
results and evaluate our business.

Trends

Economic and Industry Trends



In response to the COVID-19 pandemic, national and local governments have
imposed substantial restrictions upon the customers we serve in the
food-away-from-home sector. We see pent up demand in the sector, and we believe
consumers are ready to eat at restaurants once restrictions are reduced. Strong
sales results and long wait times are common in restaurants operating within
geographies that have limited restrictions. Our customers faced meaningfully
tight restrictions during the winter COVID-19 lockdown, while a substantial
winter storm in February 2021 adversely affected performance in our strongest
domestic markets. Nevertheless, there has been a notable improvement in the
southern portion of the U.S., where reduced restrictions and warmer weather are
generating strong performance results. These results in reopened markets present
a positive sign of things to come as the northern regions begin to benefit from
easing restrictions that currently remain largely in place. The International
Foodservice Operations segment has been significantly adversely impacted due to
tougher restrictions in the countries in which we operate, particularly in
Europe, which are experiencing even stronger restrictions than those experienced
in the United States and are making slower progress on vaccination. Demand in
Europe, Canada and Latin America regressed in the third quarter of fiscal 2021
as a result of strict lockdowns that are expected to continue, and are expected
to negatively affect our fourth quarter of fiscal 2021 results for our
International Foodservice Operations segment. The impact of these lockdowns may
carry into the early quarters of fiscal 2022, depending on vaccination progress
by country. However, we see positive trends in the recent reopening taking place
in the United Kingdom. In addition to softer European performance, our business
in the travel, hospitality and Food Service Management sector remains down. Our
business penetration in Europe and Foodservice Management pre-COVID is creating
a lingering delay in the full recovery of our business results in comparison to
other distributors. Although we expect these sectors to recover, their recovery
will be at a slower pace than our core restaurant sector. Our sales teams are
actively engaged with new customers and are helping existing customers maximize
their business during this recovery period. In the third quarter of fiscal 2021,
as a result of these efforts, Sysco gained overall market share versus the rest
of the industry, reflecting the progress of our investments.

Sales and Gross Profit Trends



Our sales and gross profit performance can be influenced by multiple factors,
including price, volume, customer mix, product mix and the impact of the
COVID-19 pandemic. The biggest factor affecting performance in the first 39
weeks of fiscal 2021 was the COVID-19 pandemic due to reduced volume. Sales and
gross profits were also adversely impacted by lower volumes in the beginning of
the third quarter of fiscal 2021 due to restrictions on our customers resulting
from the impact of the second wave of COVID-19 in different geographies. Since
the beginning of March 2021, however, we have begun seeing volume improvements
in our largest businesses in North America.

In terms of customer mix, during the third quarter of fiscal 2021, we added more
new local customers than we have added during any quarter in the last five
years. We believe these efforts demonstrate our ability to accelerate future
growth. We continue to win business at the national and contract sales level. We
have added over $1.8 billion of net new national account business on an
annualized basis since the beginning of the pandemic, with another strong
quarter of new contracts signed. The contracts being written are at historical
profit margins, as we are winning new business due to our supply chain and
service capabilities. Sysco is currently serving more local customers than
before the COVID-19 pandemic, and due to our increased customer count, we
anticipate growing our market share as business returns to the
food-away-from-home sector in fiscal 2022 and beyond. Given the strong growth in
our SYGMA segment over the past year, but the lower margin profile of this
business, we continue to be diligent in our contract review and approval
process. As a result, during our fiscal fourth quarter, we plan to transition
away from a large existing SYGMA customer.

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Our gross margin decreased 77 and 62 basis points in the third quarter and first
39 weeks of fiscal 2021, respectively, compared to the respective prior year
periods. The primary reason for the gross margin dilution at the enterprise
level is business mix. Our sales in our generally higher margin European
business were down, while our sales in our lower margin SYGMA business were up,
resulting in lower margins for the enterprise. In terms of the impact on
pricing, we experienced inflation at a rate of 3.5% and 2.0% during the third
quarter and first 39 weeks of fiscal 2021, respectively, primarily in the paper
and disposables, poultry and meat categories.

Operating Expense Trends



Total operating expenses decreased 24.6% and 21.0% during the third quarter and
first 39 weeks of fiscal 2021, respectively, as compared to the same periods in
fiscal 2020, and we saw a modest improvement in operating expense leverage. The
largest contributor to the decrease was reduced costs from the achievement of
cost-out initiatives (see "Cost-out Measures" below), as well as a benefit from
a reduction in our allowance for doubtful accounts resulting from the COVID-19
pandemic. Many of Sysco's customers have been operating at a substantially
reduced volume due to governmental requirements for closures or other
social-distancing measures, and a portion of Sysco's customers have been closed.
Some of these customers have ceased paying their outstanding receivables,
creating uncertainty as to their collectability. We established reserves for bad
debts in fiscal 2020 for these receivables; however, collections have improved
in fiscal 2021 partially from restaurant reopenings, volume improvements and
Sysco's improved credit processes. As a result, we have reduced our reserves on
pre-pandemic receivables, recognizing a $33.5 million and $162.4 million benefit
in the third quarter and first 39 weeks of fiscal 2021, respectively, included
as a Certain Item. We recorded a reduction of $10.0 million on our reserves
relating to periods beginning after the onset of the COVID-19 pandemic in the
third quarter of fiscal 2021, which are not included as a Certain Item.
Additional reserves of $24.7 million were recorded in the first 39 weeks of
fiscal 2021 for receivables relating to periods beginning after the onset of the
COVID-19 pandemic, which are not included as a Certain Item. The COVID-19
pandemic is more widespread and longer in duration than historical disasters
impacting our business, and it is possible that actual uncollectible amounts
will differ and additional charges may be required; however, if collections
continue to improve, it is also possible that additional reductions in our bad
debt reserve could occur.

Cost-out Measures

The COVID-19 crisis has compelled us to take action to reduce costs by reducing
variable expenses in response to reduced customer demand, aligning inventory to
current sales trends, reducing capital expenditures to only urgent projects and
targeted investments and tightly managing receivables. These actions produced
savings in the third quarter and first 39 weeks of fiscal 2021. We have reduced
pay-related expenses through headcount reductions across the organization, most
of which occurred in fiscal 2020. With the improvement in sales volume, we
anticipate that we will hire additional sales consultants, new business
developers, culinary experts and operations associates in the fourth quarter of
fiscal 2021. We are on track to surpass our fiscal 2021 goal of $350 million of
cost savings, and we expect to drive continued cost savings opportunities to
help fuel our future growth agenda.

Status of Supply Chain Disruptions and Facility Closures



We are experiencing pressure and constraints in the supply chain, as select
suppliers struggle with meeting increased demand levels. We anticipated this
constraint and have been partnering with our top suppliers to preposition
inventory at our warehouses, which creates an opportunity for us to grow our
business and take additional market share. Although our business continues to
face challenges associated with the COVID-19 crisis, to date we have not
experienced any significant disruptions to our supply chain, significant
distribution facility closures or disposals of significant assets or lines of
business.

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. The impact of the
COVID-19 pandemic may change our mix of earnings by jurisdiction and has
increased the risk that operating losses may occur within certain of our
jurisdictions that could lead to the recognition of valuation allowances against
certain deferred tax assets in the future, if these losses are prolonged beyond
our current expectations. These effects could negatively impact our income tax
expense, net earnings, and balance sheet.

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Divestitures



Sysco sold its interests in Davigel Spain, part of the International Foodservice
Operations segment, in the third quarter of fiscal 2021 and sold its interest in
Cake Corporation in the first quarter of fiscal 2021. These operations were not
significant to Sysco's business, and these divestitures will facilitate our
efforts to prioritize our focus and investments on our core business.

Strategy



In response to the current environment, we identified four key areas of focus as
we manage the business in the near-term and prepare the company for recovery
once the COVID-19 crisis subsides. First, we took actions to strengthen our
overall liquidity, and now we are reducing our debt levels in anticipation of
the business recovery. Second, we focused on stabilizing the business by
removing costs. Third, we created new sources of revenue by helping our
restaurant customers succeed under pandemic conditions. Fourth, we provided, and
continue to provide, products for cleaning, sanitation, and personal protection,
without disruptions, so that our customers may continue their business
operations.

While our response to the COVID-19 pandemic has been a primary focus, we have
also accelerated our transformation initiatives that improve how we serve our
customers, differentiate Sysco from our competitors and transform the
foodservice distribution industry. These include:

•Improving service to our customers by enhancing our digital order entry
platform, Sysco Shop, deploying a digital pricing tool and introducing our
Restaurants Rising campaign;
•Transforming our sales model to make it easier for customers to do business
with Sysco and to increase the effectiveness of our sales teams;
•Regionalizing our operations in the U.S. within our U.S. Broadline and
FreshPoint businesses; and
•Removing structural fixed costs from our business and becoming a more efficient
company to return value to shareholders and to fund our continued growth plans.

Throughout the third quarter of fiscal 2021, we have increased our strategic
investments in preparation for the business recovery. Our investments in our
customers include our Restaurants Rising campaign, which is intended to help
restaurants to succeed and strengthen their business for the future by waiving
delivery minimums and making it easier to do business with Sysco. We are making
investments in our people, including increasing our efforts to proactively staff
in advance of the business recovery. By the end of fiscal 2021, we believe we
will have hired over 6,000 new associates, including warehouse selectors and
drivers. While this hiring investment will increase our operating expenses in
the short-term, over the long-term, it will help ensure that Sysco is able to
maximize our market share gains during the business recovery. We are also making
investments in inventory to properly position our warehouses to support customer
demand. Our ability to ship product on time and in full during the upcoming
period of anticipated volume recovery makes Sysco the strongest broadline
distributor in the industry. Due to our strong balance sheet, we are uniquely
positioned to make investments in inventory, allowing Sysco to accelerate growth
and remain ahead of the pace of the overall business recovery. We are continuing
our strategic investments in our technology to improve the customer experience
and our technology platform is being meaningfully improved so that we can better
service our customers. We are making it easier for our customers to order
products through our Sysco Shop platform and we are implementing a new pricing
software.

See "Non-GAAP Reconciliations" below for an explanation of adjusted operating income, which is a non-GAAP financial measure.


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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
                                           Mar. 27, 2021            Mar. 28, 2020            Mar. 27, 2021            Mar. 28, 2020
Sales                                              100.0  %                 100.0  %                 100.0  %                 100.0  %
Cost of sales                                       82.0                     81.3                     81.7                     81.1
Gross profit                                        18.0                     18.7                     18.3                     18.9
Operating expenses                                  16.0                     18.3                     15.8                     16.0
Operating income                                     2.0                      0.4                      2.5                      2.9
Interest expense                                     1.2                      0.6                      1.2                      0.6
Other (income) expense, net                         (0.1)                       -                        -                        -
Earnings before income taxes                         0.9                     (0.2)                     1.3                      2.3
Income taxes                                         0.1                     (0.2)                     0.2                      0.4
Net earnings                                         0.8  %                     -  %                   1.1  %                   1.9  %


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
                                            Mar. 27, 2021             Mar. 27, 2021
  Sales                                               (13.7) %                  (20.1) %
  Cost of sales                                       (12.9)                    (19.5)
  Gross profit                                        (17.2)                    (22.7)
  Operating expenses                                  (24.6)                    (21.0)
  Operating income                                    291.4                     (32.3)
  Interest expense                                     73.8                      79.9
  Other (income) expense, net (1) (2)                (344.4)                   (288.4)
  Earnings before income taxes                       (457.4)                    (57.0)
  Income taxes                                       (154.6)                    (64.4)
  Net earnings                                      2,797.2  %                  (55.3) %
  Basic earnings per share                          1,800.0  %                  (55.2) %
  Diluted earnings per share                        1,800.0                     (54.9)
  Average shares outstanding                            0.5                      (0.1)
  Diluted shares outstanding                            0.4                      (0.6)



(1)Other (income) expense, net was income of $12.7 million and expense of $5.2
million in the third quarter of fiscal 2021 and fiscal 2020, respectively.
(2)Other (income) expense, net was income of $14.1 million and expense of $7.5
million in the first 39 weeks of fiscal 2021 and fiscal 2020, respectively.
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The following tables represent our results by reportable segments:

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