8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 6, 2012

Sysco Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-06544	74-1648137
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1390 Enclave Parkway, Houston, Texas 77077-2099

(Address of principal executive offices, including zip code)

(281) 584-1390

(Registrant’s telephone number, including area code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 7.01. Regulation FD Disclosure.

On February 6, 2012, Sysco Corporation (“Sysco”) held its second quarter fiscal 2012 earnings conference call and posted slides on its website at www.sysco.com under Investor Relations in conjunction with the call. Sysco hereby incorporates by reference herein the information set forth in the slides (the “Slides”), a copy of which is attached hereto as Exhibit 99.1.

Except for the historical information contained in the Slides, the statements made by Sysco are forward-looking statements that involve risks and uncertainties. All such statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Sysco’s future financial performance could differ significantly from the expectations of management and from results expressed or implied in the Slides. Forward-looking statements in the Slides are subject to certain risks and uncertainties described in the Slides. For further information on other risk factors, please refer to “Risk Factors” contained in Sysco’s Annual Report on Form 10-K for the fiscal year ended July 2, 2011 as filed with the Securities and Exchange Commission.

The information in this Item 7.01 is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this report, including the Slides attached hereto as Exhibit 99.1, will not be incorporated by reference into any registration statement filed by Sysco under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell company transactions.

Not applicable.

(d) Exhibits.

Exhibit Number	Description
99.1	Slides Posted at www.sysco.com on February 6, 2012

2

SIGNATURES

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

	Sysco Corporation
Date: February 6, 2012	By:	/s/ Russell T. Libby
	Name: Russell T. Libby
	Title:   Senior Vice President, General
		Counsel and Corporate Secretary

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Slides posted at www.sysco.com on February 6, 2012

4

EX-99.1

Sysco 2Q12 Earnings Results

Sysco 2Q12 Earnings Results

February 6, 2012

Exhibit 99.1

2

Forward-Looking Statements

Certain statements made herein that look forward in time or express management’s expectations or beliefs with respect to the

occurrence of future events are forward-looking statements under the Private Securities Litigation Reform Act of 1995. They

include statements regarding our guidance for fiscal 2012, including fiscal 2012 estimates with respect to capital spending,

capital expenditures and gross expense related to our Business Transformation Project, pension expense and fuel expense. 

They also include statements regarding our efforts to more effectively leverage our case growth and improve profitability, and

our statement that our investments in our business will provide a solid foundation for future growth as the industry continues to

improve.  These statements involve risks and uncertainties and are based on management's current expectations and estimates

actual results may differ materially. Factors impacting these forward-looking statements include the general risks associated

with our business, including the risk of interruption of supplies due to lack of long-term contracts, severe weather, work

stoppages or otherwise, inflation risks, the impact of fuel prices, and labor issues.  Risks and uncertainties also include risks

impacting the economy generally, including the risk that the current economic downturn will continue, or that consumer

confidence in the economy may not increase and decreases in consumer spending, particularly on food prepared outside the

home, may not reverse.  Also, there are risks related to our Business Transformation Project, including that the expected costs

of our Business Transformation Project in fiscal 2012 may be greater or less than currently expected because we may

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 operating problems, scheduling delays, cost overages or limitations on the extent of the business

transformation during the ERP implementation process; and the risk of adverse effects if the ERP system, and the associated

process changes, do not prove to be cost effective or result in the cost savings and other benefits that we anticipate. In fiscal

2011, we took additional time to test the underlying ERP system and are taking additional time in fiscal 2012 to improve the

underlying systems prior to larger scale development, and these actions have caused a delay in the project; until we reach the

point where the underlying system functions as intended, our development timeline is uncertain.  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 Project 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. Pension expense and fuel expense may vary from projections based on performance of plan assets and

fluctuations in fuel costs, respectively, both of which are impacted by general economic conditions beyond our control. In the

past, increased fuel prices have significantly increased our costs and reduced consumers’ demand for meals served away from

home.  Our efforts to effectively leverage our case growth and improve profitability, and current investments in our business,

such as the Business Transformation Project, may not prove successful or provide the expected benefits in a timely and cost

effective manner, if at all. For a discussion of additional factors impacting Sysco’s business, see the Risk Factors contained in

Sysco’s Annual Report on Form 10-K for the year ended July 2, 2011, as filed with the Securities and Exchange Commission. 

Except where otherwise noted, the forward-looking statements contained herein speak as of the date of this Presentation.  We

do not undertake to update the forward-looking statements contained in this Presentation.

Bill DeLaney

President & CEO

Bill DeLaney

President & CEO

3

2Q12 Highlights

2Q12 Highlights

4

Adjusted

Reported

$ Millions

2Q12

YOY %

Change

2Q12

YOY %

Change

Sales

$10,244

9.2%

$10,244

9.2%

Gross Profit

$1,846

4.8%

$1,846

4.8%

Operating Expenses

$1,383

5.5%

$1,419

7.1%

Operating Income

$462

2.5%

$427

(2.3%)

Net Earnings

$272

3.3%

$250

(3.1%)

EPS

$0.46

2.2%

$0.43

(2.3%)

1

1

“Adjusted” financial results exclude the impact of COLI and gross business transformation expenses and are Non-GAAP

financial measures. See Non-GAAP Reconciliations at the end of this presentation.

Arkansas Pilot

(April 2011)

Second Pilot

Launched in

Oklahoma

(January

2012)

Arkansas

Enhancements

(November

2011)

Delivered

product

Areas of

improvement :

Performance

Order entry

Reporting

Business Transformation Timeline

Business Transformation Timeline

5

Future

Waves

Additional

enhancements

Key Takeaways

Key Takeaways

6

Improved conditions during the holiday season,

combined with aggressive action to support our

customers resulted in stronger case growth during the

second quarter

We are taking action across the business to more

effectively leverage our case growth and improve

profitability

Sysco’s unique capabilities and the investments we are

making in the business provide a solid foundation for

future growth as the industry continues to improve

Chris Kreidler

EVP & CFO

Chris Kreidler

EVP & CFO

7

Sales Growth

Sales Growth

8

Total Sysco

Components of Sales Growth

1

Real growth defined as the nominal change in sales growth less  inflation, acquisitions, and foreign exchange 

Gross Profit Trend

Gross Profit Trend

9

+4.8%

YOY

($ in millions)

Gross profit per case and per stop also increased

+5.1%

YOY

Operating Expenses

Operating Expenses

10

(YOY change; $ in millions)

1

See Non-GAAP reconciliations at the end of this presentation.

2Q12

Reported operating

expense +7.1%

Adjusted

1

operating

expense +5.5%

Excluding gross

business

transformation

expense and COLI

(in millions)

2Q12

1H12

2Q11

1H11

Operating Expense

$36

$73

$24

$46

Capital

$33

$79

$51

$104

11

Business Transformation Project Costs

Business Transformation Project Costs

Adjusted Operating Income

Adjusted Operating Income

12

1

Excludes impact of COLI and gross business transformation expenses. See Non-GAAP reconciliations at the end of this presentation.

+4.4%

YOY

1

($ in millions)

+2.5%

YOY

1

$451

$462

2Q11

2Q12

2nd Quarter

$965

$1,008

1H11

1H12

First Half

Adjusted EPS

Adjusted EPS

13

1

Excludes impact of COLI and gross business transformation expenses. See Non-GAAP reconciliations at the end of this presentation.

+2.2%

YOY

+7.4%

YOY

First Half Fiscal 2012 Highlights

First Half Fiscal 2012 Highlights

14

Adjusted Results

1

Reported

$ Millions

1H12

YOY %

Change

1H12

YOY %

Change

Sales

$20,831

8.9%

$20,831

8.9%

Gross Profit

$3,793

5.1%

$3,793

5.1%

Operating Expenses

$2,785

5.4%

$2,857

7.2%

Operating Income

$1,008

4.4%

$936

(0.7%)

EPS

$1.02

7.4%

$0.94

(1.1%)

1

Excludes impact of COLI and gross business transformation expenses. See Non-GAAP reconciliations at the end of this presentation.

Capital Expenditures

Capital Expenditures

15

($ millions)

New facilities under

construction:

Long Island, Boston,

Central Texas

Expansions underway in

several locations

1H12

FY12 Guidance

FY12 Guidance

16

Guidance

FY12

Prior Guidance

Capital spending

$700 –

750 million

No change

Business Transformation

CapEx (included in

above)

$125 –

145 million

$100 –

120 million

Gross Business

Transformation expense

$230 –

250 million

$250 –

275 million

Pension expense

$25 million lower than

FY11

No change

Fuel expense

$30 –

40 million higher

than FY11

$25 –

35 million higher

than FY11

17

Non-GAAP Reconciliations

18

2Q12 & 1H12 Financial Results

2Q12 & 1H12 Financial Results

19

Sysco’s results of operations are impacted by costs from our multi-year Business Transformation Project.

Additionally, near the end of fiscal 2011, we reallocated all of our investments in our COLI policies into

low-risk, fixed-income securities and therefore we do not expect significant volatility in operating

expenses, operating income, net earnings and diluted earnings per share in future periods related to

these policies.  We experienced significant gains in these policies during fiscal 2011.  We do not expect a

significant impact on fiscal 2012’s operating income, net earnings and diluted earnings per share in

future periods from these policies.  Management believes that adjusting its operating expenses,

operating income, net earnings and diluted earnings per share to remove the impact of the Business

Transformation Project expenses and COLI gains provides an important perspective of underlying

business trends and results and provides meaningful supplemental information to both management and

investors that is indicative of the performance of the company’s underlying operations and facilitates

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 in

assessing the company’s results of operations for the 13-week and 26-week periods ending December

31, 2011 and January 1, 2011.  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 table below, the results

for the second quarter of fiscal 2012 and the second quarter of fiscal 2011 and the first 26 weeks of

fiscal 2012 and the first 26 weeks of fiscal 2011 are adjusted to remove expenses related to the

Business Transformation Project and gains recorded on the adjustments to the carrying value of COLI

policies.  Set forth below is a reconciliation of actual operating expenses, operating income, net earnings

and diluted earnings per share to adjusted results for these measures for the periods presented:

2Q12 Financial Results

2Q12 Financial Results

20

13-Week Period Ended December 31, 2011

GAAP

Business

Transformation

COLI

Non-GAAP

Operating expenses

$     1,418,652

$         (36,356)

$     985

$     1,383,281

Operating income

426,998

36,356

(985)

462,369

Net earnings

(1)

250,113

22,610

(985)

271,738

Diluted earnings per share

$            0.43

$              0.03

$      -

$            0.46

13-Week Period Ended January 1, 2011

GAAP

Business

Transformation

COLI

Non-GAAP

Operating expenses

$     1,324,642

$         (24,224)

$10,335

$     1,310,753

Operating income

437,025

24,224

(10,335)

450,914

Net earnings

(1)

258,173

15,244

(10,335)

263,082

Diluted earnings per share

$            0.44

$              0.03

$  (0.02)

$            0.45

13-Week Period Change in Dollars

13-Week Period % Change

GAAP

Non-GAAP

GAAP

Non-GAAP

Operating expenses

$         94,010

$           72,528

7.1%

5.5%

Operating income

(10,027)

11,455

-2.3%

2.5%

Net earnings

(8,060)

8,656

-3.1%

3.3%

Diluted earnings per share

$           (0.01)

$              0.01

-2.3%

2.2%

(1)

Tax impact of adjustments was $13,746 and $8,980 for the 13-week periods ended December 31,

2011 and January 1, 2011, respectively.

1H12 Financial Results

1H12 Financial Results

21

26-Week Period Ended December 31, 2011

GAAP

Business

Transformation

COLI

Non-GAAP

Operating expenses

$     2,856,912

$         (73,361)

$  1,779

$     2,785,330

Operating income

936,338

73,361

(1,779)

1,007,920

Net earnings

(2)

552,766

45,990

(1,779)

596,977

Diluted earnings per share

$            0.94

$              0.08

$      -

$            1.02

26-Week Period Ended January 1, 2011

GAAP

Business

Transformation

COLI

Non-GAAP

Operating expenses

$     2,664,506

$         (45,971)

$23,853

$     2,642,388

Operating income

943,265

45,971

(23,853)

965,383

Net earnings

(2)

557,242

28,879

(23,853)

562,268

Diluted earnings per share

$            0.95

$              0.04

$  (0.04)

$            0.95

26-Week Period Change in Dollars

26-Week Period % Change

GAAP

Non-GAAP

GAAP

Non-GAAP

Operating expenses

$       192,406

$         142,942

7.2%

5.4%

Operating income

(6,927)

42,537

-0.7%

4.4%

Net earnings

(4,476)

34,709

-0.8%

6.2%

Diluted earnings per share

$           (0.01)

$              0.07

-1.1%

7.4%

(2)

Tax impact of adjustments was $27,371 and $17,092 for the 26-week periods ended December 31, 2011

and January 1, 2011, respectively.