Sysco Corporation

Neil A. Russell – Vice President of Investor Relations William J.

DeLaney III – Chief Executive Officer Kenneth F. Spitler – Vice Chairman, President and Chief Operating Officer Chris Kreidler – Chief Financial Officer Larry Pulliam

Ajay Jaim – Hapoalim Securities USA Jason Whitmer – Cleveland Research Company Meredith Adler – Barclays Capital John Heinbockel – Goldman Sachs Mark Wiltamuth – Morgan Stanley Andrew Wolf – BB&T Capital Markets John Ivankoe – JP Morgan Greg Badishkanian – Citigroup Robert Cummins – Shields & Company

Thank you for joining us for Sysco's First Quarter 2010 conference call. On today's call you will hear from Bill DeLaney our Chief Executive Officer, Ken Spitler our Vice President, Chairman and Chief Financial Officer and Chris Kreidler our Chief Financial Officer.

Before we begin, please note that statements made in the course of this presentation that state the company's or management's intentions, beliefs, expectations or predictions of the future are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ in a material manner.

Additional information concerning factors that could cause actual results to differ in a material manner from those in the forward-looking statements is contained in the company's SEC filings, including but not limited to risk factors contained in the company's annual report on Form 10-K for the year ended June 27, 2009 and in the company's press release issued earlier this morning. Please understand that all comparisons given during the call refer to changes between the first quarter of fiscal 2010 and the first quarter of fiscal 2009, unless otherwise noted.

Also, all comments about earnings per share refer to diluted earnings per share, unless otherwise noted. Lastly, we've distributed invitations for our Investor Day which will be held on December 14 in New York.

If you did not receive an invitation and would like to attend, please call my office for more information. With that out of the way, I'll turn the call over to our Chief Executive Officer, Bill DeLaney.

Earlier this morning, Sysco reported net earnings of $326 million for the first fiscal quarter of the year. Sales continue to be under pressure declined by 8%, due to both lower volumes and the impact of food cost deflation.

Despite these challenging conditions, we were able to improve our operating margins to 5.5% as a result of excellent cost control, as well as a benefit from COLI, both of which we will discuss in more detail in a few minutes. At Sysco, we constantly strive for continuous improvement, by focusing on strengthening our customer relationships and improving productivity in all aspects of our business we've been able to compete effectively throughout this economic downturn.

Most important, we believe we are well positioned for profitable growth when industry conditions begin to improve. Regarding the economy, we are hopeful that some of the promising signs and sentiments that are beginning to materialize will soon result in increased consumer spending.

That, together with the moderation of deflation, would be favorable developments for Sysco. In the interim, we are encouraged by the fact that the rate of decline in our case volumes has stabilized in recent weeks.

We will continue to closely monitor the macroeconomic outlook and will remain vigilant in our efforts to manage the business responsibly during this period of economic uncertainty. Specifically, we remain committed to exceeding the expectations of our customers through our relentless commitment to product and service quality, investing in our business to improve productivity, enhance profitability and grow market share, and maintaining balance sheet strength through strong operating cash flow generation and sound asset management.

Before I turn the call over to Ken, I would like to recognize all of our associates and our management team for their outstanding contributions over the past year. I also want to welcome Chris Kreidler, our new CFO.

Chris is an important addition to the team and brings with him extensive food industry and finance experience. You'll hear from Chris later in the call and you'll have an opportunity to get to know him better in the coming weeks and in particular at our Investor Day in December.

With that, Ken will now discuss our operating results for the quarter.

Once again, I am pleased with the operational results we achieved during the quarter. Our operating company's did a great job managing the business during the quarter.

Operating expenses were down $132 million or 9.5% compared to the prior year, mainly due to the lower payroll expenses. Our headcount is down 5% year-over-year and 9% over two years as we improve productivity throughout the company.

Expense levels also reflect our pay-for-performance culture as incentive-based compensation continues to be down from the prior year. As a result, our operating margin improved 0.4 points to 5.5%.

These results achieved in a tough environment reflect the broad range of capabilities and commitment of our operating companies. Our sales during the quarter were impacted by deflation of 3.4%, which has majored as an estimated change in the cost of products we buy.

We weathered similar levels of deflation in the early 2000s and we believe we will manage through these challenges again by continuing to find ways to operate more efficiently. We continue to lead the industry in operational efficiency and I'm pleased with how our companies continue to perform.

For example, in our U.S. Broadline company's year-over-year during the first quarter our diesel gallon usage decreased 2.3%, cases per trip increased 1% and warehouse cases per man hour improved 5%.

However, these numbers only tell part of the story as they each represent improvements on top of improved results from the prior year. For example, over the past two years, comparing the first quarter of 2010 to the first quarter of 2008, we improved our error frequency per cases shipped to an error rate of 1 out of 1,700 from an error rate of 1 out of 1,200 cases.

Cases per trip increased 3.4% and total sales per employee increased 6%. Capital expenditures for the quarter totaled $109 million.

Looking ahead, we still expect capital spending for the full year to be in the range of $600 million to $650 million as we continue to invest in our business. This spending includes maintenance items, such as ongoing fleet replacement and facility repairs and growth items, such as expansions of our current facilities and potential foldouts.

Our capital spending also includes expenditures related to our ongoing ERP project. As we discussed last quarter, the ERP project is about a lot more than technology.

We are taking the opportunity to review many of our processes to find ways to further streamline our operations and grow our business. In the end, the technology is an enabler for what we are designing, which is a business transformation.

We have largely completed the design work and will provide an update on the project in December. In closing, I'd like to thank all of our associates for their continued hard work to support our customers and improve our operations.

Now I'll turn it over to Chris for a discussion of our financial results for the quarter.

Before I summarize the first quarter results, I'd like to say what a privilege it is to join Sysco. I recognize the long history Sysco has of delivering impressive financial results to all stakeholders.

The balance sheet strength, responsible management of the business, continued innovation and focus on customer service and the quality of the associates at this company are unmatched and I look forward to being a part of this team. For the first quarter of fiscal 2010, sales were down 8.1% due primarily to lower volumes, estimated deflation of 3.4%, and the impact of foreign exchange rates which reduced sales by 0.5%.

These items were partially offset by the impact of acquisitions which increased sales 5.6%. Net earnings for the quarter increased 17.8% to $326 million.

Similarly, EPS for the quarter increased 19.6% to $0.55 per share. The $0.55 per share includes a $0.05 after-tax income benefit related to the IRS settlement and a $0.04 favorable impact related to the increase during the quarter and the cash render value of corporate owned life insurance which we refer to as COLI.

The $132 million reduction in operating costs that Ken discussed earlier was primarily due to lower payroll expense. The reduction also included a $44 million benefit from the year-over-year change in value related to the performance of COLI.

Income tax expense declined $65 million year-over-year including a $25 million benefit from the reversal of an accrual related to the IRS settlement, which the company announced on August 25, and a $17 million reduction in expense as a result of the change in value related to the performance of COLI. With regards to the tax settlement, we paid $316 million to the IRS during the quarter.

The company will continue to make quarterly payments of $53 million through the fourth quarter of 2012. In spite of the $316 million payments to the IRS, cash flow from operations for the quarter was $46.5 million, a decrease of only $16.9 million from the prior year.

The decline was primarily driven by the tax settlement payment partially offset by working capital improvements and lower incentive compensation payments in the current year versus prior year. In closing, I'd like to thank everyone at Sysco for welcoming me to the team and I certainly look forward to interacting with the investment community as we move forward.

With that, operator we will now take some questions.

First on the tax rate, if I add that $29 million as the after-tax amount for the IRS adjustment, the implied tax rate is around 36%, which still seems lower than what I would have expected for normalized tax rate, is there anything else driving a lower tax rate apart from the IRS settlement that you can speak to?

Ajay, we're still in transition here so I'm going to fumble through some of this finance stuff here for one more quarter. Essentially, it's what you just said plus what Chris was alluding to was the COLI.

COLI was favorable in same comment, but it's not taxable. So those are the two key things and if you adjust for those that'll bring you into that 38%, 39% range.

I also just wanted to confirm how much bad debt expense was actually recognized on the P&L last quarter. It looks like losses on sale of receivables or we're down year-over-year, is that correct?

Yes, it's about $8.5 million. I think it's on the funds flow statement.

That's in the earnings release. It's a little bit less than last year.

We've had some recoveries and so far we continue to do a nice job managing credit, still kind of cautious in terms of the environment but it's a little bit less than last year.

So the cash flow and saving figure is consistent with what you accrued on the P&L?

It's exactly what we accrued on the P&L.

So do you think you're at an inflection point now where credit quality is improving or do you think it's still premature to make that assessment?

I think that one is a little early to call. We've pretty consistently said over the last couple of years that credit is more of a lagging indicator.

And again, we're pleased with how we're managing it but I don't think we're out of the woods yet on credit.

I just had one final question on payroll expense. I think Ken confirmed the figure on the year-over-year decline in headcount, but can you just provide the figure for payroll expense was all the $130 million in lower operating expense from payroll?

We're going to file the Q tomorrow and there's a number in there. I think it's –

$68 million to $70 million which related to payroll I believe.

So it's around $70 million and that's a combination of both wages, as well as incentive payments.

Do you have any feedback for just over the balance fee or how much room is there to go on the payroll side without the risk of hurting your street account relationships?

Yes, actually Ajay there's still, again, we're shipping cases so a lot of our transportation and warehouse are 1 to 1. However we are beginning to build our sales force again, so last quarter we added marketing associates.

Could you guys provide a little more color or clarity on the case improvement? Is that sequential volume improvement where you're actually seeing an increase in cases, you mentioned the rate of decline is changing at a comparison figure versus last year when maybe the business started to soften up a little bit and maybe just the outlook in general where you think some of the drivers to drive cases going forward might be?

I'll start Jay, and then Ken will jump in here. We've struggled with the exact precision of the language and really all we're trying to say is the rate of the year-over-year decline is flat now and hopeful it will begin to start moving the other way here as the quarter goes along.

We're somewhat encouraged. We're still in a very fragile stage of this recovery, if that's what we are in the middle here and beginning of right now.

So all we're trying to say is our rate of decline has stabilized and we're hopeful that it's going to start to move forward, but it's still down year-over-year.

We are seeing some positive movement sequentially and I would say good enough to start adding MA's again.

As far as drivers going forward I guess adding MA's it might be helpful, but I believe you've said a number of times in the last six months or so that you're trying to get a little bit back to some core sales and marketing initiatives. Could you talk a little bit further about some progress on that and whether that's inclusive of refining a business review or a business development process or if there is anything else?

Ken, I think you mentioned last quarter about a stimulus program. Where are we at within your ability to drive volume going forward, proactively?

Well, it's all the above. You just hit on it, Jay.

Obviously, it would help I guess as I said in my words it would help to get the consumer back on their feet and where our customers are seeing a little bit more growth. But in the interim we're staying very close to our customers.

We continue not just to do business reviews, but we think we're getting better at targeting the right customers and the quality reviews are better. The stimulus package was really more of an attempt that we talked about last quarter to create some enthusiasm out there with our sales force and with our customers and adding the salespeople.

We're beginning to bring sales people back on over where we were a quarter or two ago is important as well, so those are all the basics that we do all the time. We're just hopeful that this is a better time to be employing those tactics.

Last question on your own brand, the Sysco brand, is there any return of a focus on that to drive that business again? Or to kind of continue to define that platform and anything that could change the mix shift or even the margin components of branded versus your own brand versus the national brands?

Jay, this is Ken. Yes, we've just begun a reemphasis of brand and brand sales, reemphasis in our sales force and in our sales meetings start driving those numbers back up.

I'd like to just go back to the last question about the stimulus package. There was some discussion on the last call about sort of general environment for discounting, which seemed to be a little hot or more aggressive than you'd seen in awhile.

Could you maybe just comment on what you're seeing there and how you feel your response is positioned? Are you doing the right things?

Are your customers pleased with it?

Meredith, we certainly hope out customers are pleased with it. The stimulus package certainly was an answer to a lot of discounting that has gone on in our competitive landscape.

It was well received by our marketing associates and well received by our customers. It was in an effort to just stimulate, so to speak, our customers and help our customers in a lot of areas where it was commodity type items that drive a lot of their food costs.

So it was well received. Yes, we think we're doing the right things.

Our play book hasn't changed we've just got them all in play.

I'd like to go back to the answer you just gave about private label and I wasn't sure, you said a reemphasis of brand and brand sales. Did you mean your own brand or did you mean national brands?

No, I meant our brand that we're reemphasizing it with our sales force and our customer base.

Then maybe just a little bit more discussion of the ability to cut expenses. You've done absolutely an extraordinary job and I'll say again congratulations, but you're not yet seeing volumes stabilize.

Is there a point here where you just really can't reasonably cut any more, and actually maybe I should ask the question differently? You've started adding marketing reps.

You clearly have confidence that you are going to see a stabilization of volume. How much data do you have to tell you that this is the right timing to start adding the reps?

Well, that's very good question. We are seeing some stabilization.

There's a lot of conflicting industry reporting out there whether the certain segments of the restaurant business is up or down. And what we judge all this by is what's happening to our customer base.

We feel like it is stable. We feel like that we have an opportunity to start being a little more aggressive in terms of taking more products, more customer share.

We manage that sales force down with the rest of our headcount. They're a big part of our headcount numbers.

We feel good about the second half of the year, and we are getting ready to – as industry leader we think it's our turn to start exerting some pressure on our competitors being more aggressive.

My final question would be about deflation. We're certainly going to be cycling the big drops in perishables like dairy and produce.

What are you seeing in other parts of the products you sell, meat, any kind of deli or bakery items and what about the packaged stuff, the manufactured stuff you sell? What's happening with pricing in those areas?

Well, the meat is down currently and has been for a while. Poultry is up a little bit.

Seafood is down. Grocery items are kind of up and down you might say, Meredith.

So our numbers right now are being driven by the dairy primarily, a little bit by produce and meat. So to your point, we're going to wrap some of those numbers on a year-over-year basis.

We've got Larry Pulliam here today. I'll let him speak a little bit to what he's seeing in some of the commodities.

Yes, Meredith, let me speak about it two different ways. One is as we look at the cost that we pay for goods, it's a lagging indicator.

As we look at the commodity reports that we analyze on a weekly and monthly basis, we have seen some firming up on prices, especially in the month of October. We saw our commodity prices firming and we saw last year at this time prices began to fall fairly rapidly.

So our comparisons are better in the month of October. It remains to be seen.

We've got to watch our cost of goods as relates to those commodity prices, but I think the sentiment around here is we feel pretty good about moderation of that inflation number over the next month or two.

Bill, a year ago when did you guys see business begin to fall off a cliff? Was that about now or was that earlier?

It was about a week after Lehman went down, I think. It was last September and then it fell off and I'd say it the wall November, December, Ken?

That's about right.

Do you think as we cycle some of those worse months, do you think that naturally gives way to case improvement, or not necessarily that we may just stabilize at a lower level for a while?

Well, clearly the comparisons get a little bit easier as we get deeper into the second quarter and the second half of the year, so that should get us back toward that breakeven level. The only hesitancy you're going to hear in my voice is just, like I alluded to a few minutes ago John, it's still a fairly fragile environment out there.

So some weeks are better than others. But the pattern we have seen in recent weeks and the reason you hear a little more optimism in our words is this rate of decline has stabilized.

We're hopeful that we're moving in the right direction. What's not clear is to what extent we're going to see growth in the second half of the year, how much.

Yes, we think about mid-December, of course, we benefit from the good comparison from bad numbers. But, yes, we actually feel like with the work that we've done on expenses that we could do very well with flat cases.

And we feel like that we can do enough to start moving the cases in a positive direction in the second half of the year.

Do you have any good way of telling how much share you're picking up? Are you accelerating faster than or are you seeing cases stabilize faster than everybody else?

Hard to say.

That's a hard one to call, John. We think we're competing very well as I've said, but we work of the [Technomus] number and we'll see where they come in for they year and they tend to revise their numbers, but we certainly think we're holding our own there.

What's happening with drop size now?

Drop size remains about where it has always been.

So on the one hand restaurants would be ordering less, but you're probably cutting them back and some of them are dropping out. Some of the low volume ones are dropping out.

So I guess is there stability? There seems to be stability in that metric.

I think that's a good way to say it.

Headcount, how did that compare to last quarter? Was it still down or are we seeing some increase or what?

It's about the same. It's a little better.

It's down a little bit.

Are you talking about the delta?

Yes, I know it's down 5% year-over-year, but versus the end of the fourth quarter.

Yes, I think we were down five or six maybe in the fourth quarter.

No, I meant the end of the fourth quarter versus the end of the first quarter.

Small, it's still down.

Finally, what are we seeing now on the acquisition front? You've talked about expectations were too high, has that finally fixed itself?

I can't say that. All I can tell you there, John, is we're still talking to some people.

The pipeline is not as deep as we'd like to see. The expectation is case-by-case.

So we had a situation over the last few days where it looks like one of our competitors may have gone out of business in one of the markets and we'll pick up some business there. So one way or another we're going after the business.

We'd like to acquire them and hopefully they'll find us. Like I said, I think we've been saying this to you, we're becoming more proactive, but in the end it takes two people to make a deal work.

I wanted to focus in a little more on the expense line. You started to see some significant year-over-year cost savings on operating expenses in third quarter.

I'm wondering what you're going to do when you start lapping out of those expense savings, specifically is the ERP program something that could help extend the cost cutting?

Well, we're going to talk more about the ERP program in December in terms of what the impact of that is short-term and longer term. As far as the comparisons second half of the year, they do become more challenging in the third and fourth quarters.

I'll let Ken speak to the headcount and that type of thing, but there's still room for improvement. There's a law of dimension returns here at some point, but we still think we can make improvement on the expense side.

Yes, it gets a little harder when we wrap around the next couple of quarters, but again, we're feeling positive about being able to exert some pressure on the competitors and move the cases forward. And at the expense level that we're at right now, we feel like we can do very well there.

So it sounds like on a basis points situation, you could still do better on SG&A if the cases are moving. Is that fair?

Yes.

To come at your question from both sides, we really need to see some case growth here the second half of the year to improve the expenses.

I guess we'll hear more on ERP in December.

Yes, sir.

A follow up on the last question, you've done a great job of getting I think variable and fixed costs down pretty much at the same rate as volume. So I guess what you're talking about is the leverage, let's say volume is going to turn up at some point in the future and let's say that's somewhat sooner than later, whatever.

Is the operating leverage you're talking about going to come from bringing down that you basically have a fixed cost structure, because I just can't imagine how you can't, in a sense, have to add back variable cost almost at the same rate that the volume would uptick? So would it be normal economics of leveraging the fixed cost that you've been able to bring down the cost structure?

A lot of this, we get into these discussions on what's fixed and what's variable, so we'd love to have the problem where it comes back so radically that we're up 8%, 10% and all of a sudden now you're talking about hiring people. But I think what we're realistically hoping for is a modest level of growth, and again Ken can speak to this more than me, but the reality is if you get a little bit of a case pickup, we can handle that for the most part with the drivers that we have, with the warehouse people that we have, and certainly with the other sales support.

We would like to see the sales the MA numbers start to pickup, but we can handle a moderate level of case growth with the folks we have out there today.

Yes, that's about the size of it. Actually, just a little pickup in cases really greases our system better.

Our system works better with a little pressure on it.

Gross margin, I don't think anyone's mentioned it yet, at least versus my expectations, and last quarter was really quite improved. So could you talk a little about that in light of, I think you continued the stimulus program in the quarter.

Sysco brand penetration is down. EMA was down, not as much as in prior quarters, but what's driving that, because it's hard to see what is driving it based on those criteria.

I don't think there's any one thing driving it. Hopefully what comes through in our conferences and these types of calls is we're managing the business very aggressively at the account level and certainly cost control is a big part of it, but we need to be competitive.

The environment is extremely competitive out there right now, but our people know that they need to make a profit on the sales as well. So it's more of an account-by-account management opportunity, that type of thing.

I think our sales force is pretty good at managing and we've had, unfortunately, more experience than we want managing the deflationary times and inflationary times. And the stimulus was not big enough to knock a hole in our margins, but just big enough to kind of stimulate some sales activity.

And again, we're just managing. We spend a lot of time and have spent a lot of time for fear out of that when we started stimulating sales that we did not want margins to go over the waterfall, so to speak, so we spent an awful lot of time with our sales force managing how to manage those individual margins at the individual customers, and I think that's been very successful for us.

The challenge with deflation is not so much the percentages obviously it's the dollars, so far we've been doing a nice job of continuing to create enough dollar growth to offset the expenses.

I don't think that's too optimistic. I think that some of our smaller competitors have been in this difficult time for some time now.

It was a relatively small competitor that went out of business. You see that occasionally.

And we participate in the right way in these orderly shutdowns where we try to help them salvage something out of their business. So we like to be on the front end of these, as we categorize them, orderly shutdowns so that kind of everybody survives in it, but we anticipate seeing really more of that and I think it's just a difficult time for some of these smaller guys.

Again, one of the points we try to make is, the answer is yes, but we do it account-by-account basis. So we've got 8,000 give or take commission salespeople out there today selling groceries, so where it makes sense, that's what we're doing.

And where it's the right thing for the customer and the right things for Sysco, that's what we're doing. What we don't necessarily subscribe to, the stimulus thing was a good thing to create some excitement commodity items like Ken talked about.

It really wasn't so large that it was going to move the needle on gross profit one way or another. But my point is what we don't do is get into these wholesale promotion-type activities, which frankly our experience and I think even other people's experiences are that that's a very slippery slope to go down.

So we certainly reinvest in our business and in our customers but on an account-by-account basis.

Basically we do that through the business review process where we know these customers. The real question is what's sticky, and we like to invest in the money or invest some of these savings that you say where we know it's going to have a long-term sticky effect.

It's just been our experience over the years that when you kind of do it wholesale, it doesn't stick.

Unit development restaurant has proven over time to be a very lagging indicator. Are you seeing any change in the trend in restaurant closures and is that beginning to stabilize now as we head into November?

We don't know if it's stabilized or not. The numbers that we're hearing is around 15,000 to 18,000 closures so far.

I think the one trend we can speak to is we're not seeing a lot of openings. It's still pretty tough out there.

This is Jeff Hans on for Greg. Just a quick question on the promotional environment in October, have you guys seen things intensify there versus kind of what you saw in the first quarter and the fourth quarter or is that stabilized in Q3?

I think it's very intense. I don't know that it's any worse in October than it was in the summer and into September, but it's still very competitive out there.

But it hasn't intensified in any way.

Then I think last quarter you guys mentioned you'd make a decision on the RDC this September or a few months ago. Any update there?

Are you going to go forward?

We're in the process of making that decision now and what I can tell you is we're fairly positive about it.

All of my questions have been answered already, but I did have one that sort of ties in with comments that were made before. With your sales down 8%, is it possible to quantify how much of that 8% is simply customers closing up shop and going out of business that will never be seen again, and how much of it is reduced same-store volume for your customers?

Most of it is reduced same-store volume, Bob. There's certainly some of what you mentioned there and there's more in lost business and people going out of business than what we've seen in years gone by.

But in terms of what we look at, when you look at penetration, that's really where most of that lost business is, which is at our customer level.

Which is positive because at some point people are going to go back to restaurants again.

Yes, exactly. We track that very closely and certainly the closures aren't off the charts for us.

I just had one final question. I was wondering if you can talk briefly about margin trends by segments since I don't think that's disclosed in the earnings release, specifically for the specialty business that are grouped together under the all other category?

Last year I think margins were down pretty significantly for the all other bucket. Can you comment on what was driving that last year and whether or not there was any improvement in profitability for the specialty businesses in Q1?

Are you talking about operating margins, Ajay?

Yes.

Again, we'll file the Q so it's not in this quarter earnings release that we're looking at today. What I can say is I think you'll see good operating leverage in the operating segments, but you're going to see sales declines.

Any color on what was driving the decrease in EBIT margins last year? I think they were down 70 basis points for other.

Yes, I can tell you it was COLI. The way that falls out in the segments, a lot of the corporate expenses get dropped into that other area, I think.

I'm going to ask you to follow-up with Neil later because I'm shooting from the hip here, but I think it had to be a corporate type of item that would have impacted it in that way.