Sysco Corporation

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

DeLaney - Chief Executive Officer, President, Director, Chairman of Employee Benefits Committee, Member of Finance Committee and Member of Executive Committee Robert C. Kreidler - Chief Financial Officer and Executive Vice President

Edward J. Kelly - Crédit Suisse AG, Research Division John Heinbockel - Guggenheim Securities, LLC, Research Division Meredith Adler - Barclays Capital, Research Division Andrew P.

Wolf - BB&T Capital Markets, Research Division John W. Ivankoe - JP Morgan Chase & Co, Research Division Ajay Jain - Cantor Fitzgerald & Co., Research Division Karen F.

Short - Deutsche Bank AG Mark Wiltamuth Mark Wiltamuth - Morgan Stanley, Research Division

Thank you, operator, and good warning, everyone. Welcome to Sysco's Fourth Quarter and Fiscal 2013 Earnings Call.

Today, you will hear prepared remarks from Bill DeLaney, our President and Chief Executive Officer; and Chris Kreidler, our Chief Financial Officer. Before we begin, please note that statements made during this presentation that state the company's or management's intentions, beliefs, expectations or predictions of the future are forward-looking statements, and actual results could differ in a material manner.

Additional information that could cause results to differ from those in the forward-looking statements is contained in the company's SEC filings. This includes, but is not limited to, risk factors contained in our annual report on Form 10-K for the year ended June 30, 2012, and in the news release issued earlier this morning, which is posted in the Investors section at sysco.com and can be found on the Sysco IR app, which can be downloaded from the iTunes App Store and Google Play.

Non-GAAP financial measures are included in our comments today and in the presentation slides. The reconciliation of these non-GAAP measures to the applicable GAAP measures are included at the end of the presentation, which can also be found in the Investors section of our website.

All comments about earnings per share refer to diluted earnings per share unless otherwise noted. In addition, all references to case volumes include total Broadline and SYGMA combined.

[Operator Instructions] At this time, I'd like to turn the call over to our President and Chief Executive Officer, Bill DeLaney.

Thank you, Neil, and good morning, everyone. Thank you for joining us today.

Sysco's financial results, announced this morning, reflect a year that has both produced several significant successes and provided us with many challenges. While we have seen a slow and steady economic recovery, it is clear that the foodservice industry, as a whole, has not fully participated in that recovery.

At the same time, we are driving on a much-needed transformational change throughout Sysco. This change has broadened scope, will permit us to enhance the products and services we provide our customers and will allow us to build upon our industry-leading position for years to come.

Successfully implementing change of this large scale requires strong leadership, substantial effort by our associates, and more often than we would like, patience from our various stakeholders. Starting with the market, it is clear that certain elements of the overall economy appear to be recovering.

Consumer confidence is near its highest level since 2008, housing sales and prices have consistently improved this year and unemployment levels are declining. However, a deeper look at the data reveals that consumer confidence remains well off its historic highs, unemployment levels do not fully reflect the number of individuals who would like to work but have given up, and personal income is stagnant.

As a result, we believe many consumers have become much more disciplined in their spending habits, and this has directly impacted our business, particularly our street business with independent foodservice operators. Today's consumers are more actively allocating their disposable income, and eating out has been deprioritized from some consumers' personal budgets.

We believe this trend is more cyclical than structural in nature, but acknowledge that greater consumer confidence will be required to reverse it. Reflecting these factors, this morning, Sysco reported its sales for the fourth quarter increased 5% to $11.6 billion, and net earnings were $283 million.

EPS declined 11% to $0.47, in part due to increased costs from business transformation and restructuring items. Excluding these costs, adjusted EPS, representing our underlying business, was $0.59, declining 6% compared to the prior year.

Sales for the fiscal year were $44 billion, a record for Sysco, and net earnings were nearly $1 billion. EPS declined 12% to $1.67, which was mainly due to increased costs from business transformation, multi-employer pension plan withdrawals and restructuring.

Adjusting for these costs, adjusted EPS, representing our underlying business, was $0.01 lower compared to the prior year at $2.14. Cash flow from operations grew by 8%, and free cash flow increased significantly to $1 billion.

Our sales growth for the year was driven by case volume growth of 3% and product cost inflation of 2%. Earnings growth did not meet our expectations, as pricing pressures and lighter street sales growth resulted in only modest gross profit dollar gains.

Helping to mitigate these pressures, we did achieve our overall targeted business transformation benefits for the year, with reduced selling and administrative costs providing the most benefit. We expect to achieve our overall targeted benefits in the new fiscal year as well.

As we close this fiscal year, it's an appropriate time to reflect on our successes, as well as those areas where we need to improve. We should start with the fact that our industry is being impacted by many developing trends and realities.

Growth in foodservice is projected to remain modest, about 1% to 2% real growth per annum, and our customers are increasingly value-focused. As a result, we expect pricing pressures will likely continue, and in addition, nontraditional competitors have become more of a factor.

And lastly, consumer spending trends in our space are gradually shifting more to fresh, natural and sustainably produced products. We continue to focus on ways to respond to and capitalize on those trends in our own business, as well as in partnership with our customers and suppliers.

One of our most significant challenges continues to be gross margin compression. Several of the trends I know that are contributing to this challenge, in addition, are shifting customer mix in recent quarters has adversely impacted gross margin, as our more value-added local and street customer business has not kept pace with our larger but lower-margin multiunit customer business.

This area has management's full attention, and we expect to improve our gross margin trends as fiscal 2014 progresses by effectively implementing our category management initiative and gradually improving our street growth performance. Another significant challenge during the year was the unanticipated delay in deploying our SAP technology platform.

However, we are now making progress in developing required system enhancements. This work primarily focuses on simplifying certain processes to improve response times and to reduce system loads, which will lead to improved system stability and will also lead to improved ability to scale the system as we go forward.

We expect to restart convergence of the broad SAP rollout around the end of this calendar year at our Boise, Idaho company. And as our system enhancements in our 5 SAP operating companies take hold and the products' successful deployment in Boise, we would anticipate deploying additional operating company locations beginning early in calendar 2014.

Notwithstanding all these challenges, I'm encouraged by several of the key successes we experienced during the past year. We grew sales at our corporate managed customers by 6% for the year, with the Broadline portion of this business up 9%.

We completed acquisitions during the year of 14 companies, representing annualized sales of over $1 billion. These deals contributed significantly to our sales growth during the year and enhanced our international market presence and product capabilities.

We exceeded our targeted business transformation benefits for the year. The majority of the benefits achieved were driven by changes in our retirement programs and sales and IT organizational changes.

We're making significant progress in our category management initiative. Our pilot waves include 4 categories: french fries, dressings, shrimp, and tissues, towels and napkins.

3 of the 4 categories were launched in the market in June, with the fourth, shrimp, planned to launch in the fall. Customer acceptance of the new assortments in the pilots has been encouraging.

Conversion rates are running ahead of where we expected to be at this point in the process, and our customers appreciate the increased variety and value offered by our new optimized assortment. Our supplier partners are highly engaged in all phases of the process and also appreciate our approach to this initiative, in particular, our focus on building strategic partnerships, which we believe deliver benefits for all parties.

We and our suppliers are sharing customer insights to enhance product innovation and improve our response to customer trends. And our ability to commit volumes to our supplier partners allows them to more efficiently service the business.

As is true in all pilots, we've learned along the way, and we appreciate our customers' and suppliers' engagement as we move through the process. We have a very aggressive implementation plan, and we'll continually improve our processes as we move forward with each successive wave.

Cost per case in our Broadline business declined year-over-year, demonstrating our continuing efforts to reduce our operating cost structure. We reduced our cost, in particular, in our selling and administrative areas.

Specifically, we aggressively drove cost-reduction initiatives in selling by implementing a customer relationship management platform, or CRM; flattening our sales management organization structure; modifying compensation plans for our marketing associates, or MAs, to incentivize growth; and reducing the number of unprofitable sales territories. Some of our operating companies executed these initiatives better than others.

And while we realized significant cost savings, we no doubt experienced some sales loss in certain markets as well. We believe the impact of all of these changes has now been largely absorbed, and that our local sales organizations are well positioned to accelerate growth as fiscal 2014 progresses.

We generated free cash flow during the year of $1 billion, exceeding our expectations. This was a direct result in improvements in working capital trends, as well as renewed focus on better prioritization of our capital expenditure opportunities.

We will continue our work to improve our working capital metrics, as we believe there's ample opportunity to do so. We've also made significant progress on many other individual elements of our business transformation initiatives.

Specifically, this year, we completed the rollout of our CRM module to all U.S. and Canadian Broadline operating companies.

We completed the rollout of the SAP maintenance module to all U.S. Broadline locations.

We expect to complete the rollout of the SAP human resource module to all U.S. Broadline locations by the end of the third quarter of fiscal 2014, and we expect to complete the centralization of our general ledger accounting functions for all U.S.

Broadline locations by the end of the calendar year. And we have begun implementing enhancements to our routing technology and processes to further improve delivery efficiencies and expect this initiative to be completed in fiscal 2015.

Pilot locations have completed the enhancements of experienced reductions in mileage of approximately 5%. We increased our dividend during this past year to 44x since we went public in 1970.

In total, we distributed nearly $650 million of dividends to our shareholders during fiscal 2013. We recognize that our dividend represents a significant component of Sysco's shareholder return, especially as we navigate through our transformational changes.

Lastly, we have strengthened our management team this year in several strategic areas throughout the company. In addition to other key initiatives -- in addition to other key additions I've mentioned in previous calls, we recently welcomed Scott Charlton to lead our Distribution Services team and fill the vacancy left by the retirement of Fred Lankford.

Scott brings significant supply chain experience from the retail grocery industry, which will greatly benefit our company over time. As we look forward, we'll be managing our business by aligning around several core metrics: case growth and mix, gross profit dollar growth and cost per case.

But we expect a modest level of continuing gross margin compression in the year ahead. We also expect to grow both our corporate and locally managed customer business and to once again reduce our overall cost per case.

Considering these improvements and additional benefits from our business transformation initiatives, we would expect our earnings performance trends in fiscal 2014 to gradually improve. In closing, I would like to leave you with a few thoughts.

With the support of our customers and suppliers and through the talents and efforts of generations of committed associates, Sysco has grown into a company that last year produced $44 billion in sales, as well as approximately $1 billion in both net earnings and free cash flow. We are proud to be the leader in the $235 billion foodservice industry that we participate in and take our leadership role very seriously.

We recognized a few years ago that our industry's growth rate would begin to plateau, that the industry would undergo significant changes over time, and that we would need to change our business model if we were going to continue to expand our leadership position. We are currently in the midst of a multiyear business transformation that has touched nearly every part of our business, sales, marketing, merchandising, operations, technology, finance and business development, in order to continue the success we have enjoyed historically.

We're making good progress on this journey, but that progress has not been as consistent as we would like, and there had been setbacks along the way. Driving change at this scope and magnitude is challenging.

While a great deal of work lies ahead, I believe our strategy is sound, our execution will improve and that we are extremely well-positioned to solidify our foundation for delivering best-in-class customer service and profitable growth in the years to come. I want to thank all of our associates for their efforts this past year in supporting our customers.

Their contributions are critical to fully realizing Sysco's vision to become our customers' most valued and trusted business partner. Now I'll turn things over to Chris so he could provide additional details on our financial results for the fourth quarter and fiscal year.

Thanks, Bill, and good morning, everyone. For the fourth quarter, sales were $11.6 billion, or an increase of 5% compared to the prior year, mainly due to acquisitions, which increased sales by 2.1% and food cost inflation, which was 2%.

Case volume increased 3% for the quarter; and case volume, excluding acquisitions, increased 0.8%. Changes in foreign exchange rates decreased sales by 0.1%.

Gross profit in the fourth quarter increased 1.2%, and gross margin declined 66 basis points. Roughly 1/4 of the gross margin decline was due to the shift in customer mix as a result of faster growth in sales to large, regional and national customers.

The remainder of the decline was driven by the difficult sales environment during the quarter and continued competitive pressure. Operating expenses increased $80 million, or 5.4%, in the fourth quarter of fiscal 2013 compared to the prior year period.

This increase was driven by an $18 million increase in retirement-related expense mainly due to higher 401(k) expenses and an $18 million increase in business transformation expenses. As a result of all of these factors, operating income decreased $56 million, or 10.8%.

Net earnings for the fourth quarter were $283 million, a decrease of $26 million, or 8.5%, compared to the prior year. Diluted EPS was $0.47, an 11.3% decrease compared to the prior year.

Adjusting for certain items, diluted EPS was $0.50 for the quarter. As we have discussed on previous calls, we believe it is important to focus on the performance of our underlying business, which excludes certain items, as well as business transformation expenses.

To summarize the performance of our underlying business, adjusted operating expenses increased 4.9%, with the increase in retirement-related expense accounting for roughly 1 percentage point of the increase. Adjusted operating income decreased 7.3%.

Adjusted net earnings declined 4.2%, and adjusted EPS declined 6.3% to $0.59. Turning to the year-over-year comparison.

Sales increased 4.8%, or $2 billion, due mainly to inflation of 2.2% and acquisitions of 1.5%. Case volume increased 2.6%; and excluding acquisitions, case volume grew 1.3% for the year.

Changes in foreign exchange rates did not have a meaningful impact. Gross profit increased 2.5% during the year, while gross margin decreased 39 basis points year-over-year to 17.7%.

Approximately 1/3 of the decline was due to the shift in customer mix mentioned earlier. The remainder of decline in gross margin was due to weak restaurant traffic and competitive pressures.

Operating expenses increased $423 million, or 7.3%, in fiscal 2013 compared to fiscal 2012. The increase in operating expenses was driven by several factors: first, business transformation expenses increased $137 million; second, certain items increased $58 million, mainly due to MEPP withdrawals and restructuring items; third, payroll costs, excluding retirement-related expenses, increased $48 million, driven by acquisitions, increased volume and higher delivery costs, partially offset by lower IT and sales costs as a result of our business transformation initiatives; fourth, depreciation and amortization expense, excluding business transformation expenses, increased $36 million due mainly to facilities and fleet put into service, as well as amortization on acquired intangible assets; fifth, fuel expense increased $19 million; and lastly, retirement plan expenses increased $10 million due to higher 401(k) expense, partially offset by lower pension expense following changes on our retirement programs that became effective this year.

With regards to the last point on retirement-related expenses, it's important to recall that we had previously estimated that the pension expense would've been more than $100 million higher this year. However, due to our retirement plan restructuring, actual pension expense was more than $30 million lower year-over-year.

While expenses from our enhanced 401(k) plan offset this benefit somewhat, overall retirement-related expenses, which includes both pension and 401(k), increased only $10 million this year. Our operational focus on expense management resulted in good cost per case performance for the year.

After adjusting for certain items, cost per case in our Broadline organization declined year-over-year by more than $0.03, which is very difficult to do. Operating income declined $232 million, or 12%, for the fiscal year.

Excluding certain items, operating income declined 9%. Net earnings for fiscal 2013 decreased $129 million, or 11.5%, compared to the prior year.

Fiscal 2013 EPS was $1.67, a decline of 12%. Excluding certain items, EPS was $1.78.

To summarize the performance of our underlying business, adjusted operating expenses increased 4.1%, adjusted operating income decreased 1.7%, adjusted net earnings grew 0.1% and adjusted EPS declined 0.5% to $2.14. Fiscal year 2013 has been a very active year for us in the acquisition arena, and as a result, we surpassed our stated goal of increasing sales from acquisitions by 0.5% to 1%.

We completed 14 acquisitions during the year that, in the aggregate, totaled more than $1 billion in annualized sales. These acquisitions will enable us to better serve our customers, further expand our product offerings and service footprint and profitably grow our business.

Each transaction has expanded our footprint in both current and new geographies, with 6 acquisitions in the U.S., 5 in Canada, 2 in Ireland and 1 in the Bahamas. They also spanned a number of different service capabilities, with 6 Broadline companies being acquired, 5 seafood specialty companies, 2 produce specialty companies and 1 systems distributor.

Turning to the impact of the Business Transformation Project for a moment. For the fiscal year, project expenses totaled $331 million, including $77 million in depreciation and amortization expense.

We capitalized $20 million related to the project. The cash outlay on the project was $274 million, or $48 million lower than prior year.

All 3 of these metrics, expense, capital and cash, were in line with the guidance we gave for the year. As Bill mentioned, although we continue to accelerate specific functional initiatives to advance our business transformation efforts, we plan to implement enhancements to the broader SAP platform before continuing our enterprise-wide rollout schedule.

We expect our next conversion to occur around the end of the calendar year. Our rollouts scheduled beyond that time will be determined once we are able to assess the success of the additional changes and enhancements we are making to the system.

The transformation benefits achieved this year include significantly lower pension expenses, which we expect to decline even further in fiscal 2014. After restructuring our sales and IT organization, SG&A expenses are significantly lower than the prior year.

We also enhanced compliance across the organization, with existing sourcing programs. In addition, as Bill mentioned, we made substantial progress on our category management initiative and expect to see specific benefits from these efforts in fiscal '14.

Finally, we made progress on some of our operations initiatives, including completing implementation of the SAP maintenance module, beginning the realignment of incentive plans for our driver and warehouse personnel and beginning the implementation of enhanced routing processes to reduce miles traveled. As you'll recall, we had stated that we would achieve approximately 25% of the total targeted benefits of $550 million to $650 million in the first year fiscal 2013.

We actually exceeded our targeted business transformation benefits for the year. Unfortunately, this progress has been masked by the current difficult business environment and general operating performance of the underlying business that did not meet our expectations.

As a result, we no longer expect to achieve our previous EPS guidance of $2.50 to $2.75 by fiscal '15. Turning to our cash flow performance.

Total capital expenditures were $512 million for fiscal 2013, in line with our guidance. We made good progress on our objective to better prioritize our capital expenditures this year, enabling us to reduce our spending by $273 million compared to last year.

We've seen a decline in capital spending related to the Business Transformation Project, mainly driven by the fact that we began implementation of the new technology earlier this year and stopped capitalizing much of the expense. In the underlying business, we've seen lower capital spending because of a reduction in the number of major facilities projects this year compared to last, and a more disciplined capital allocation and approval process.

In addition, a few construction projects moved from fiscal '13 to fiscal '14. As a result of the reduction in capital spending and increase in operating cash flow, free cash flow increased more than 60% year-over-year to $1 billion.

Cash flow from operations was $1.5 billion for fiscal '13 compared to $1.4 billion in the prior year. Now turning to fiscal 2014 guidance for a moment.

Regarding our acquisition activity, we expect acquisitions to add at least 1% to our sales growth each year going forward. Due to the amount and timing of acquisitions during fiscal '13, we will exceed this goal during fiscal '14.

We expect just a carryover effect of deals done during fiscal '13 to add approximately 1% to fiscal '14's sales growth. And of course, we also expect to complete new transactions in fiscal '14, which will add additional sales growth during the year.

We believe retirement-related expenses will decrease $75 million to $85 million overall in fiscal '14 versus fiscal '13 and $50 million to $60 million net of certain items which we recognized in fiscal '13. As a reminder, the change in retirement-related expense includes the impact of our defined benefit pension plan and our defined contribution, or 401(k), plan.

As you'll see in the chart provided in our slide presentation, the majority of the reduction in the adjusted portion of these expenses, or the portion of the expenses excluding certain items, will occur in the second half of fiscal 2014. We expect fuel expense for the year to increase in the range of $10 million to $20 million.

We currently have about 2/3 of our anticipated fuel needs locked in at prices lower than fiscal '13. We also expect to continue our trend of strong expense management in fiscal '14, with cost per case in our Broadline companies expected to decline by $0.05, aided by the reduction in retirement-related expense.

We expect our capital expenditures in fiscal '14 will be $550 million to $600 million, including business transformation CapEx. This is somewhat higher than our actual spend this year and the guidance we've provided earlier this year because a few projects were reprioritized and shifted from fiscal '13 to fiscal '14.

We currently expect business transformation expenses in fiscal '14 to be in the range of $300 million to $350 million, capital spend to be in a range of $5 million to $20 million and cash outlay to be in a range of $225 million to $275 million. All 3 of these ranges are consistent with our prior long-term business transformation guidance.

Lastly, we continue to expect the approximately $550 million to $650 million in annual business transformation benefits to be achieved in fiscal 2015. As mentioned earlier, we exceeded our goal of realizing approximately 25% of the total benefit during fiscal '13.

This increases our confidence in achieving our long-term guidance, which is to deliver a cumulative benefit of approximately 50% to 70% of the total targeted benefits in fiscal '14 and 100% of those benefits in fiscal '15. In closing, while we have seen recent positive developments in the overall economy, the recovery continues to be modest.

We believe that, as a result, consumers had not yet fully recovered from the economic downturn. The foodservice industry is continuing to feel these effects, seen in generally low growth and strange traffic patterns.

While our financial results reflect these challenges, we are working to improve on those elements of our business that we can control, including enhancing our product and service offering, improving our execution on the gross margin line, managing our costs, increasing our free cash flow, achieving our targeted business transformation benefits and addressing the requirements of our technology transformation in a prudent manner. The work we are doing will position us to take advantage of market trends, enhance our ability to grow our market share over the long term and expand our leadership position in the industry.

With that, operator, we'll now take questions.

A couple of things for you. I was just hoping maybe we could start with the guidance and the 2015 guidance not being valid.

You haven't really changed much. I don't -- from a business transformation standpoint, from a cost saving standpoint, so it sounds like it's, I guess, more sort of industry-related.

When you gave the guidance, things weren't great, right? So I'm just trying to figure out what the moving pieces are on the difference today.

Maybe you could just sort of help us frame that.

Thanks, Ed. I'll start.

I'll let Chris kind of get into it in a little more specific way. Obviously, we've given that a lot of thought as well.

So if you go back to the way we've presented it, we had 3 buckets, we said A plus B equals C, and with A being a view of what we felt we could continue to grow the underlying business at a steady state. And that the implied guidance there was 4% or 5% growth.

And then we had the $550 million to $650 million in cost savings, both on the operations side as well as product, with the goal being to get back to what Sysco's historically been, has been a company that's been able to produce consistent earnings growth. I would say this to you, obviously, the market's been difficult, but we've had some execution challenges, as we've acknowledged here today.

I think the biggest thing I would say to you is the market and just the environment itself, I think, has just proven to be a lot tougher than what we thought it was going to be. We had baked in, like I said, 4% to 5% expectation that we would be able to continue to grow the business x the transformational cost savings, and that's not the case.

So sure, there's been a lot of distractions and a lot of change going on. But on the one hand, it's disappointing to pull the guidance back.

On the other hand, I think it reinforces the direction we're going in, which is we have to change this business model because if we hadn't gone down this road with business transformation in the broadest sense, we'd probably be looking at flat to very modest single-digit earnings growth. So I don't want to put it all on the consumer or the economy, but clearly, this market is tougher than what we anticipated at the time we put the guidance out.

I'll let Chris give you his insights.

Yes, the only thing I'll add is unfortunately, just math, which is, as Bill said, A plus B has to equal or should equal to C. We didn't expect A to be stagnant or go backwards.

And so when you lose a year on a 3-year guidance, it just means your growth rates have to be that much higher. And when I just do the math with everything we've got going on, we expect to do good things.

We expect there to be improvement, but I don't expect to see enough improvement to overcome that first year. So, as I said, we don't expect to achieve it in fiscal '15.

Okay. And when you say sort of lose a year, is that kind of how we should think about setting our expectations?

And from a -- I know you're not giving a number, but is it more or less kind of like a year delayed, is that how to think about it?

Ed, I'm going to go with the comment you made. We're not giving a number at this point.

Look, we're -- we've been at it, doing long-term projections. There's still a tremendous amount of uncertainty in what's going on out there right now, so we're not prepared at this moment to put a new set of guidance on the table.

Look, what we said a number of years ago, I think, is still true today. We're trying to set this company up for long-term sustainable growth of a certain level.

We've never really said what that level is because we've got to get at least some way through this business transformation to know what we're capable of achieving. But the whole goal is to set us up for long-term sustainable growth, not to hit a particular number, but to be able to grow a certain percentage or a certain amount every single year, regardless of what goes on in the market and what we're doing.

And that's where we're trying to get to. So we're reassessing what we can achieve and by when, and we'll certainly come out and talk about that probably at the next Investor Day.

Ed, I would echo that. The only thing I would add to it is, we've talked about '13 being a year of transition.

And as I think about it, I think you need to look at '14 as the year that we begin to turn this thing, all right? So while we are not giving you specific guidance, I think we're signaling to you that we expect to see better trends on the top line and the bottom line.

We've got our challenges, certainly, on the gross margin line. We've got a lot of good things going on, we think, in expense initiatives.

So we feel good about the direction, we think we'll begin to turn it here this year. But to Chris' point, we need a little more time deeper into the year to see how we start the year out, get further along on the technology deployment and the CatMan working.

We hope to come back with you with a little better perspective here later in the year.

And then if I could just had one follow-up on that, Bill, thinking about gross profit per case, which I know is a metric you guys care a lot about, I mean, the best way we have to look at this, right, is to just look at volume growth versus gross profit dollar growth. And this quarter, we haven't seen it at this level really kind of since we saw deflation.

So I was hoping you could just maybe talk about -- you mentioned competitive pressure in the marketplace, talk a little bit more about that. What's going on from a pricing standpoint on your end of the new business that you're bringing in, and just how you get this to improve next year.

Sure. So if it's okay, I'm going to really combine the last 2 quarters, I think.

So if you look at the third and fourth quarter, they were more similar than they were different. Things kind of bottomed out in February, I think, in terms of the market, from our perspective, in the third quarter; it began to trend up a little bit in terms of March and April; and we saw a fair amount of softness in June in terms of restaurant numbers and that kind of thing.

So again, we're talking about a very choppy market here, but the reality is we only grew our gross profit dollars 2%. So while gross profit per case is an important metric, I would say again, what I look at the most is volume and the mix of that volume, locally managed within that street and then corporate managed, and then look at gross profit dollar growth.

And the reality is the first half of the year, we grew it over 3%; in the second half of the year, only 2%, or maybe even a tad less; and then cost per case. So all those go together, but those are 3 high-level metrics I would continue to look at.

And as you saw, we gave you a little more color on some of those this particular earnings release. I would say, as we start out the new year, there's tremendous emphasis within the company on that top line.

I mean, you can grow your gross profit dollars in a lot of ways. So right now, we're very focused on the top line.

We're focused on reenergizing our local and street sales growth, while still maintaining very strong corporate managed -- some of those high-volume chain business. So we need to keep the top line going in order to leverage the business.

We need to drive our category management very effectively. We're off to a good start and it's early.

We've got some other things that we're working on that we think over time, not so much this year, but in subsequent years, can help us mitigate some of the margin pressure. And we need to continue to look at the cost structure of the company.

So again, I think you'll see gradual improvement this year. And to Chris' point and my point, I think we'll create the foundation for that to become more consistent in the years to come.

Bill, a couple of things with regard to pricing. So it looks like things got a bit worse this quarter.

Was that -- do you find your investments, are they more proactive or reactive? And then maybe talk a little bit about analytics and ROI, because I always hit you guys on price elasticity.

Did not look like a good ROI this quarter, how can you manage that better and maybe not make some price investments that are not productive? So that's kind of the big question.

So, John, when you say ROI, you're talking about the ROI as it relates to pricing? Is that what you're getting at?

Yes, so when I think about it, you gave up 66 bps, and what you got back for it, it doesn't look like you got back what you'd like for it.

No, we didn't. I mean, that's very fair, we didn't.

And again, I would just repeat what I said a moment ago that, that has not escaped us. And we thought we were beginning to make some progress, but as the quarter unfolded, June in particular, we fell back there.

So the way we're structured today, John, there's 2 ways to go at it. One is to continue to standardize and centralize more and more of what we're doing in terms of how we source the product, how we work through category management, how we create [ph] transfer pricing within the company to give our operating companies and our sales people as true a cost as we can and as competitive a cost as we can to price off of over time.

Driving out these initial waves in category management will help us a great deal. And as I just alluded to, there are some other things we just need to do over time, very early days, very early exploratory work, where we need to bring more consistency to how we price.

Not take pricing -- so think about it this way. A little under half of our revenue stream is priced by our marketing associates, so they have a fair amount of latitude there.

And we want that because they're dealing with different customers at different points in time with different priorities, so we don't want to overly limit their latitude. At the same time, if you could see what we see, which I'm not going to let you see totally, there's a fair amount of volatility in those -- in that pricing that doesn't need to be there.

And so I think not so much this year but over the next 2 to 3 years, we have an opportunity to standardize that with some things like scientific pricing, I will use that term for today, but there's other things as well. And so the idea would be to take some of the volatility out of the pricing, have more consistency, but still position that marketing associate to adapt to the needs of the customer locally.

We don't want to move away from that because that is our bread and butter, and that really is part of how we think we differentiate ourselves. But no doubt about it, tough quarter, tough couple of quarters, and we're just going to have to dig ourselves out of it.

And as I mentioned in my script, I think that gradually, you'll see the trends improve. And look, the bottom line here, John, is we need to do all that and continue to grow the top line and take cost out of the business.

Do you think the MA pricing volatility, is that more then being reactionary or proactive? And how good a visibility do you think they have into their competitors' pricing?

I don't know that much about the latter. Certainly, most of the accounts they call on are probably -- use probably 2 or 3 other competitors, so I certainly -- they certainly have some sense of it depending on the Items, obviously, the more competitive items.

I don't know that it's proactive or reactive. What I'm getting at is not so much the volatility with a given MA, although there's some of that.

What I'm talking about is the volatility -- or the variability, maybe is a better word, between MAs, between OpCos and similar items, and that just comes from having 7,000 different people pricing. So we need to strike a better balance between that variability but still being responsive to the needs of the individual customer.

And we will, but it's going to take some time.

And then lastly, on category management, do you think -- is one of the thrusts here going to be fewer SKUs, you buying -- giving more volume to certain vendors plus your costs going down and your ability to take pricing down along with that. Is that a key thrust to you or is that secondary?

I wouldn't say it's secondary. I'd say it's in tandem with a broader goal.

There's different ways to go at this and different people call category management or define category management in different ways. We've taken a more deliberate, what we think very thorough approach, which starts with gaining insights from our customers, from our suppliers in terms of what the needs are in the market, what the trends are in the market, and using that as an opportunity to not just eliminate SKUs but to create new SKUs as well.

So certainly, there will be a SKU reduction aspect to it but that should be more of a benefit as opposed to a targeted goal as we position our inventory to be more in sync with what the marketplace demands. And then as you go through that, that should allow us to grow more effectively with our customers, bring more innovation to the work itself, address some of these trends more effectively, that I mentioned in my prepared remarks.

And certainly, along the way, when you're able to identify those supplier partners who want to make the commitment to go down that road with you, you're able to identify shared savings that are good for both us, the supplier and the customer. So it's all of the above, John.

To do this just to save money for 1 year or 2 is not enough. We need to do it, don't get me wrong.

It's part of our cost savings initiative, but we need to do it in a way that we can grow the business over time as well.

I would like to chat about cash flow. You did increase your free cash flow this year, but you also increased your spending on acquisitions, which was clearly a driver of revenues.

So I'm just wondering about one of the benefits in the fourth quarter was working capital. How long do you think that lasts?

What kind of -- what were the drivers of the better working capital? And is it a concern at all that if you take out of free cash flow, the dividend and the acquisition costs, you really were almost flat here, actually slightly negative, I think.

So first, working capital and then the overall thoughts about cash flow.

Yes, I'll start in your order. So on working capital, we did see some improvement in the fourth quarter.

On a full year basis, just looking at it year-over-year, it was actually pretty close to flat for the same type of discussion we've had before. Our trends prior to the end of the year, we're going the wrong direction.

Said another way, accounts receivable and inventory, we're going the wrong direction. We were making up for some but not all of that with accounts payable efforts.

At the -- by the time we got to the end of the fourth quarter, we had balanced it out. And I believe working capital was a positive of only about $10 million at the end of the year.

So working capital wasn't a significant driver on a year-over-year basis. And Meredith, I don't spend a tremendous amount of time looking at the quarters because there's seasonality in those numbers for working capital from one quarter to the next.

But year-over-year, it was basically flat. Your -- second part of your question, do I have concerns about free cash flow being able to support dividend and acquisitions?

I look at it differently. Acquisitions, we're actually adding EBITDA.

As we bring those acquisitions then and we integrate them with the company early in the standalones whatever they are, they generate additional cash flow, which supports additional debt if we want to maintain the same debt to equity and debt ratios, if you will. Said another way, unless we're planning to continually reduce debt over time, we actually have the ability to leverage against acquisitions.

So I look at acquisitions as being something we can buy with cash, we can borrow money, that's more of a financing discussion. That's why free cash flow doesn't take a deduction for acquisitions because you're actually buying new cash flows into the future.

That's fair. Maybe you just talk a little bit then about buybacks.

It doesn't look like you did much this year. And you do -- not only are you buying additional EBITDA, but you're not a very leveraged company.

Is there any thought about leveraging up a bit to buy back stock?

Yes, we have and we'll continue to look at, our capital structure to make sure that it's appropriate for where we are and our strategies, et cetera. As I've said, and Bill has said, as we've talked on these calls and at conferences, we expect to generate additional free cash flow.

You've seen it this year. We'll see it as we continue into the future.

And we're constantly evaluating how we're going to put that new cash flow to work. Our goal would be to find strategic opportunities for that cash to put it to work for future growth.

Barring that, we've got to look at other options.

Okay. And I just had one sort of housekeeping question.

You had an unusually large amount of other income, I believe, this quarter. Was there anything in there that was unusual?

Or should we expect a higher run rate of other income going forward?

Now the only thing in there that was different, if you will, is we had an equity investment in a small company, HotSchedules, which we divested, and that was a gain -- there was a gain on that sale of, I want to say, $6 million, $6.5 million. Other than that, it wasn't significantly different than the run rate.

I think, Bill, you mentioned that the conversion rate in the category management area was ahead of what you expected. What's driving that?

Could you talk a little bit about that? Is it a price offer?

Or is it sort of take it or leave it because you're taking out SKUs. Could you just give a little color around that?

Yes, it's not take it or leave it. And again, the SKU thing is important, but the SKU is more -- the SKU reduction is more of a byproduct of the overall process, which, again, is to find ways to grow better, share savings with our suppliers and our customers.

Look, Andy, we've had some big initiatives over the years, so I think we're getting a little bit better at being more realistic early days on what our expectations should be, so we didn't assume 100% conversion here. So what we're saying to you is early days.

We're pleased with the response we're seeing with our sales force and with customers. And no, it's not take it or leave it, because customers always have options.

So I think all I'm saying there to you is that we're pleased, and I think it's really attributed to there's a year of work that went into this in terms of preparation, work with the suppliers, work with the customers, and, in particular, with our sales force and operating companies. So we're moving fast, as I said, and there's a lot to get done.

But I think our team at SMS has done a great job preparing our people to drive this out and that showed up in our results so far.

I didn't mean to sound so much that way, but because to me, the conversion being above plan is actually a positive. Is it fair to say -- there's a lot of 1 column quite dead SKUs but very low productivity SKUs certainly for Sysco, and that some of the challenges to maybe tell the customer why that might be also a low productivity SKU for the customer?

That's absolutely right. That's exactly what the deal is, Andy, and so that's kind of the opportunity that we have with each customer, whether they're street or, say, a big contract customers to sit there and go through their assortment, look at their movement, look at ours, look at these trends and these insights that we've been talking about and then jointly, make good business decisions on how they should move forward with their assortment.

And as you do that, you're doing a fairly methodical or scientific way, you identify a lot of slow moving SKUs. You also identify, believe it or not, SKUs that we don't have or that the customer doesn't stock that they should be stocking in terms of where the marketplace is.

So it is a double-edged opportunity, so to speak.

And just one follow-up. I think it's more for Chris because -- Chris, I think I heard you say there's going to be -- your plan is to have 50% to 70% of the cumulative savings you identified, the middle -- the midrange.

It seems like a pretty large variance. And what kind of unknowns are around that variance?

Is it more of the execution side at Sysco or with SAP? Or is it more what the dynamics of the marketplace and maybe pricing and things like that?

I'll start with the sector or the first point you made. It's not SAP, because, again, these initiatives do not rely upon the additional rollouts of the ERP system.

We've tried to make that pretty clear. Yes, there are some uncertainties.

So first and foremost, we're expecting a lot out of our category management initiatives. So as you'll recall, we have benefited in all 3 years from lower product cost.

The first year was mainly higher compliance of sourcing. But during the first year, which we just completed, we had to ramp up all of the work that was necessary to start delivering real dollars on category management.

Now we're right into the middle of that. So we're expecting a lot out of category management.

We have a lot of assumptions and the models that support and justify what we think we're going to achieve. Now, we're out executing against those.

So as Bill said, early weeks look good but we've got a long way to go on that one. We have additional operating initiatives, additional benefits that we expect to derive throughout the operational part of the organization.

That's a lot of execution work. And so those are going to be the main headwinds, if you will.

It's just a lot of execution work throughout the organization to get these things done and accomplished. The first year, I don't want to say it was easy.

Nothing we did the first year was easy, especially when you're starting to play around with retirement costs and things of that nature. But there were things that were vastly within our control and we could execute on them fairly quickly.

Now it's the harder stuff. It's into the trenches and doing all the down-and-dirty work to get the rest of the stuff done.

So that's why we still have a fairly big range on that. I will say we gained a lot of confidence in the fact that we exceeded the first-year goals, so that certainly sets us up going in with some surplus.

So we feel better about hitting that range.

Very helpful. And I just wanted to double-check my takeaway on that.

I didn't hear the -- you didn't talk about pricing. It was all sort of internal and execution.

So it's not like Sysco could execute fairly flawlessly, head towards the higher end of that range, and yet the market got even more competitive or stayed as competitive as it is, and some of that, let's say in category management in particular, or all of it, the whole bucket, I should say, could go into the marketplace. I'm just thinking in terms of how you're thinking about things.

I know obviously, anything could happen. But just how you're thinking of that variance?

Yes, Andy, look, I'm going to back to our A plus B equals C. I mean, the way we account for the initiatives, as you kind of have to have a starting point and you've got to challenge the teams to realize their product cost savings, or operating cost savings versus that starting point, where we thought things were going to go based upon kind of trends, et cetera.

And that's how we measure them. If something goes on in the underlying business, if something goes on in the marketplace that's definitely going to impact A, and so the overall numbers, the C part of that equation, are definitely going to be impacted as well.

But the way we measure the benefits has to be off of a base case, if you will. Otherwise, it's a constant moving target and I have no way to talk about those, our success in that area or our progress in that area.

So, again, I'm not avoiding your question at all, but B has to be measured off of the base case. The impacts you're talking about, pricing, competitiveness in the market, et cetera are definitely going to impact A.

Yes, I think, Andy, I'll just add, and I don't want to get this thing too complicated. There are really 2 different things, as Chris points out.

So we're out there, it's not just that we track it separately, we're creating the opportunity to grow and to create these product cost savings separately, we ultimately distribute those savings, the ones that -- so we share some of those with the suppliers and customers and then we keep some. And so the shared savings that we keep go out to our operating companies, but they also have a profit plan for the year as well.

So they're not just going to unilaterally -- I know you're not suggesting that but I just want to be clear -- they're not just going to let that stuff leak in other than, to your and Chris' point, competitive conditions are going to be what they're going to be. So there's the pressure of the marketplace, which we need to continue to address in multiple ways, including enhancing our differentiation and everything else we've talked about earlier this morning, and then there's the savings themselves.

So the way I would look at is I would look at these initiatives as being significant. I think that they can go on beyond the 2015.

I think that's a big opportunity for Sysco. And they certainly mitigate the pressure that we see in the marketplace.

I think they're related questions, and maybe, Bill, they -- you touched on them in your prepared remarks. Firstly, could you -- you mentioned nontraditional is more of a factor than it has been.

I mean, I don't know if that's being referred to like warehouse club or an Amazon or something like that. So just kind of flesh out that statement that you made and what Sysco can do to respond to that, and then I'll have the follow-up as well.

Sure, John. I think why I was doing that part of the prepared remarks was just trying to set an overall trend line over the last few years.

So certainly, we're seeing group purchasing organizations have a bigger role over time. We work with a lot of them in contract business.

To some extent, they are more involved in some larger street businesses today, which requires us to have a much more competitive bundle of goods and services. Certainly, the club stores and the cash and carry have made an impact, in particular, in this type of economy over the last 3 or 4 years.

Amazon or Amazon-like business, we're certainly appropriately respectful of that channel and attempting to find ways that we might be able to participate in it. So that has not been that big of an impact to date, but it's all around us.

We see it. We recognize it.

And we're watching it very closely and, as I said, trying to identify areas where we may be able to participate. Certainly, one of the challenges with that channel was how do you do it profitably.

And with our model, that's clearly very important. So those are 3 examples that we'll be talking about.

And so it all comes back to us continuing to enhance our business model, perhaps over time finding the right type of acquisition opportunities that supplement our current capabilities.

And are most of your contract businesses that have franchise organizations on co-ops to date? Or is that something that you see as a risk of increasing in overall volumes?

No, a lot of the big contract -- not a lot, but a few of the big contract folks we work with have their own purchasing or good purchasing organizations. And we're partnering with some of them in the large contracts.

You see a lot of that in health care. We're not talking about is when it goes beyond that into some of your larger independent-type of business operators.

So that's a trend that's been gradually moving over the last few years. And we combat it, but the best way to combat it, as I mentioned, is to continue to work on a very complete bundle of goods, services, pricing, all the things we're talking about.

It's really -- it's somewhat disruptive but it's just another form of competition that's different than what we would've seen, say, 8 or 10 years ago. But in the end, you end up at the same place, which is this trade-off of value and price and that type of thing.

And I'll try to ask this question delicately. Sometimes, recently in the marketplace, you hear a certain marketing associate or a group of marketing associates didn't like some of the changes at Sysco made maybe to one of your competitors did something else and took some of the customers with them.

So I mean, the question is with the changes how stable has your marketing associate organization been? Is it more stable now than it was, for example, 6 months ago?

And I'm happy if you'd want to publicly correct me, I mean, to what extent has this really been kind of an issue that's been happening within the organization?

Yes. So let me give you some context.

I think in a normal year, we would have about 15% turnover of marketing associates, and that's considered good and that's what you want. I somewhat, delicately in my prepared remarks, talked about reducing unprofitable territories.

So we are down significantly more marketing associates right now year-over-year. And that's been a trend over the last 12 months.

We haven't talked a lot about it publicly because it's been gradual, and from a competitive standpoint, it didn't really make a lot of sense to talk about that stuff publicly. But I would acknowledge what you said.

Certainly, when you lose people, any associates, but particularly salespeople, sales managers, and if they were to go to the competition, that does create some challenges for whatever, 3, 6, 9 months. Not all of them go to the competitions, some of them leave the industry as well.

So yes, what we are trying to signal there -- and I appreciate the question, is that we initiated that change in an effort to optimize our sales force and to improve productivity. And there's a downside to that on the top line.

And that's lingering here a little bit, but I think to answer your question, what I also said is we're through most of that right now. Certain operating companies dealt with it better than others.

And so I think as '14 unfolds, the sales force, sales management structure, all that's beginning to stabilize and we're in a much better place than where we were 6 or 9 months ago to go forward.

Bill, I think you indicated in the past that with all of the industry headwinds and even some of the more company-specific challenges that you're dealing with, that all of those issues further justify the investment in business transformation. So I just want to ask maybe a variation -- maybe Andy's question earlier, about your confidence level on getting the projected cost savings in fiscal '14 that are supposed to offset the continued spending.

I mean, clearly, pension and retirement-related expenses should be a tailwind for you. But I think the guidance you provided calls for about $200 million of incremental cost savings.

So it sounds like, in response to Andy's question, that you're fairly confident about the cost reduction goal. But could you maybe discuss the different components of the incremental cost saves and how much of that you expect to get from procurement benefits specifically?

I might let Chris take or dodge the second part of that. But just in general, I would agree with your initial caveat in terms of the assessment.

I would say this to you: If you look at it, we call this out pretty much in our remarks in the last couple of calls. We've made very good strides on the SG&A side for all the reasons you just cited.

So pension, some of the things we've done in IT, and there's been some pain along the way with that. Our folks have done a good job rolling that out, but we've had some challenges and our customers, at times, had to experience some of the downsides when you move quickly in some of those areas.

Where we didn't do a particularly good job in the expense side this year was on the operations side. Right from the get-go, transportation got away from us and we actually backed up during our cost per case in operations.

I think that came out on one of the slides that Neil and Shannon presented here this morning. So I think as the year goes along, the SG&A cost savings will begin to plateau out.

I think you'll still see some in the early part of the year, they'll begin to plateau. And I think you'll see -- with one exception, which is the pension that Chris talked about.

So if you just look at basic SG&A x pension, you'll see some in the early part of the year, I think, that will plateau out a little bit, cost per piece. I think you'll see operating cost per piece begin to improve.

In fact, I think it already has begun to improve from a trend standpoint. But we're still up versus a year ago.

So I think that will improve as the year goes along. And then, yes, we are looking for significantly more on the product cost savings to the category management as the year goes along as well, particularly in the, I'd say, the second 2/3 of the year.

Okay. And I think you guys indicated that you came in ahead of your expectations for fiscal '13 on the cost savings.

Would it be possible to just confirm the actual number?

No, we're probably not going to give out the number. Here's -- let me try to handle it this way.

I'm not going to completely dodge your question, Ajay, but there is a slide in the presentation. I don't know if you've actually seen it yet.

I encourage you to pull it up afterwards. It's already posted, it's Slide 14.

But it's an update to what we showed you at CAGNY. And what you'll see on there is we kind of put buckets for '13, '14 and '15 on the savings we expected from each.

And the '13 bucket is full, and you'll actually see that we started filling in the '14 bucket a little ways. And that represents kind of the overage.

So if you want to take out your slide rule, maybe you can interpolate, I'm not encouraging you to do that, but we did deliver more than we expected in '13, and that's what we're trying to represent there. And that's why we have confidence that we'll get to our range midpoint, high-end, wherever.

We'll get within the range of our goals for '14 as well. We never have broken down exactly how much the benefit is going to come in each of the areas each of the years.

What we did say early on is that the $600 million, half of it roughly would be in lowering cost of goods and the other half would be in lowering cost of operations. We've also said that we got ahead in our SG&A initiatives.

Our operating cost initiatives were slower to come. We were roughly on track with our category management, frankly fell behind a little bit at the end of '13, mainly because the way I track those is I assume that the benefits are going to cover the direct costs of doing that, and we had some additional consulting costs that, frankly, we didn't cover.

And so we don't believe that we actually hit all of that number in '13, which was primarily sourcing, as I said a few minutes ago, not category management. So we'd cast them to make up some ground in '14 and I understand that.

So as Bill said, the big things for '14, category management is going to deliver a lot and we're counting on that. But we also have a lot of operating initiatives that we're counting on similar to deliver benefit.

So we talked early -- or at least I talked in my opening remarks about a $0.05 cost per case reduction, which is our expectation for the year, and that's inclusive of initiatives and everything else. That's hard to do, and the way you accomplish that is, first, offsetting the natural cost increases that come every year, which -- so we got to cover those, and then also find ways to drive that cost down.

So retirement, restructuring helps doing that -- helps us do that, and then some of the stuff that we still have left to do this year in terms of routing efficiencies, warehouse, things of that nature, that's got to continue to drive those costs down. So I know that's not a lot of specifics for you, Ajay, but I want to keep it in context with the guidance that we provided you in the past.

Okay. That was actually very helpful.

I just had one final question around issues related to customer mix. I think you had mentioned that one aspect of the mix issue is your sort of end market exposure to independents.

But in terms of what's mostly behind the gross margin performance, it sounded like -- Chris, like based on your prepared comments, roughly 1/4 of that decline was purely mix related, and then the rest was impacted by underlying demand from your street account customers and based on market condition. So I just wanted to ask how much of the gross margin weakness do you think is market-share driven, loss of share to other Broadline distributors?

And to the extent that you're dealing with competitive headwinds to other food service distributors, I also wanted to ask if you expect any relief on competitive pressures heading into fiscal '14?

Ajay, you hit a nerve there, so I'm going to start and I'll let Chris dive in. Look, I don't think we're losing any market share to other Broadline competitors, okay?

We don't really know where the industry is at right now, but there's no reason to believe that this industry is growing the first 6 months of the year. So there may be some other people, some of the nontraditional ones, that are taking share from the Broadliners as a group.

But on an overall basis, I would say to you we believe we're continuing to take share. I would acknowledge on the local and independent operator side, there's some markets where we're getting beat a little bit right now.

But overall, I don't think we're getting beat. And I just wanted to kind of get that out there before Chris cleans this up.

I don't know that I'm going to touch that one now. Look, Ajay, good question.

There are a lot of ways that we can cut up, chop up gross margin changes year-over-year. And some of that makes sense and some, frankly, that I don't believe do make sense.

All we're really trying to pull out now, because we're not trying to put a bunch of excuses out there, is mix. Because we continue to say mix is somewhat, frankly, it's not one we're going to apologize for, because as long as we continue to grow our business in all quadrants, we have the potential for mix reduction.

It's not that we're disappointed that we're growing in our corporate managed sales, it's that we're not growing fast enough in our locally managed sales. So we're not really apologizing for the mix, we're just kind of cutting it out so that you all know what the impact is.

I mean, similarly, the acquisitions that we've done, the vast majority of them were done right around the calendar year end. Those things typically come in at lower margins, right?

And it takes a while for us to get them to our margins. So that's part of the impact.

I'm not calling it out because I'm not asking to present it as an excuse. I don't have the analytics around it.

But there are things like that, that impact that margin, in addition to a dozen other things we've talked about, in addition to competitive pressure, et cetera, et cetera. All we're really saying is, what we were trying to, I don't know, 8 quarters ago, delineate all the different things that are impacting gross margins, frankly, they're all in the same set of competitive pressures that we've got to continue to fight and overcome.

And we're just going to call out the ones -- the one that we talked about, which is mix, which is kind of very real and that we should be able to give you more insight in as we go forward.

Just a couple of questions. In terms of your comments on fiscal '14, I think the term or the wording was fiscal '14 is kind of a year where things start to turn around.

Is that assuming no change in the economic environment or a slight improvement? Can you just give us a little color there?

Well, we would hope for slight improvement. That always helps.

But no, that would assume pretty much the same environment, Karen. Maybe little bit of improvement, but what it's really geared at is just we feel we have locked in some of these cost savings that Chris referenced.

We recognize that we need to continue to work on the gross margin. But we just think we're better positioned going forward today than we have been in some time.

I think the cash flow performance from last year could serve as a leading indicator of the type of progress, hopefully, we can make. We'll see.

But bottom line is -- I know it's hard to see sometimes when you're looking at the numbers being reported. But in this type of business, you feel things getting better before you see it, and then you see it and then it shows up in the numbers.

And what we've tried to signal today's comments and Q&A, is we think we can grow the top line, we've got a lot of good things going on in acquisitions. We think we're on top of our cost structure, we'll continue to make strides there, and we need to manage the margin better.

And we've got good initiatives going on there to do that.

Okay. And then the next question is given that you are kind of starting to get, I guess, out of the woods in terms of this SAP implementation, wondering what your appetite might be for a larger acquisition?

I mean, you've obviously demonstrated an appetite for smaller ones. But as you can kind of shift gears and maybe focus your attention on something else, do you have an appetite for larger acquisitions, if it were available?

We have an appetite for larger acquisitions, the right kind of acquisitions. I would break it down into 2 different times.

I mean, if there was an opportunity to do some things, say it was more adjacent or maybe different geographic markets of size, those would probably be easier for us to absorb at this point in time. If it was in our core space, I'd like to see us get further down the road on both the technology deployment and the category management.

But assuming that those initiatives go well here over the next 6 to 9 months, I think we'd be in a better position operationally to absorb something like that.

Question, you had mentioned in the transcript there that you've seen more attention from customers asking for fresh and natural products. And how do you really address that since you seem to be more focused on packaged and canned and products of that nature?

And are you losing any share to some of the more specialty purveyors on perishables?

Okay, Mark, it's Bill. Look, this is a trend that we've seen coming for quite a while.

We're doing -- just as an aside, I mean, we're doing a lot of really nice things in our sustainability work, which -- I'll let you review that report, it's out there online. But in terms of the business itself, I would just remind everybody, we're a full Broadline distributor and we have several specialty companies; meat, produce, imports, et cetera, et cetera.

So there's really very little product out there that we can't distribute. We work very closely both with local suppliers and farmers as we do with regional and national suppliers.

So the challenge there, really in all honesty, is to identify where the demand is and the volume, and create enough volume to justify bringing the SKU in and the cost of distributing those SKUs. So it just comes down to essentially locking in on the right opportunity for the right customer, and there's no reason why we can't participate there.

I will acknowledge that, that's an area that we maybe historically have not been as strong at, but I think you'll see us continue to grow there, both through our core business, as we said, and potentially, through more acquisitions, as we've made in the past.

Is the challenge there that it's really a diffuse set of expectations from the customers, you can't really hone in on a set of SKUs that works across the board?

It's multiple challenges. One is that, yes.

And I think -- but I think to me, frankly, the bigger challenge is just breaking down what do the words mean. So fresh is one thing, natural is another and local's a third.

And so, is local better? Is it fresh?

That kind of thing. So it essentially just comes down to really understanding the needs of the customer, why they are looking for that product and making sure we're all clear on what the advantages are.

So some of these words tend to get co-mingled but they're all very different in terms of what they mean. So we're just trying to create as much clarity as we can with the customer, and then we can work with all types of suppliers, as I've mentioned, to be responsive there.

And on the SAP issue, what is really tied to that in terms of the cost savings? Is it accounting duplication that you'll be getting rid of?

Or what things are gated there? Because you are hitting your marks and exceeding them on the cost savings to date, but there must be some things tied to the SAP that you're aiming at for the next couple of years for cost saves?

Yes. Once we get the full SAP platform rolled out, there will be some additional savings.

Now some of it, at least some of the savings that we originally identified, we accelerated. The maintenance module is already out and installed, so we are accelerating that.

The HR module will come out. We will accelerate that.

What's left is going to be a few areas, one, yes, finance will be one of them. There'll be some additional labor savings out in the field as we consolidate more work into our shared services center and a few other functions.

There will be some ancillary savings from having that fully rolled out and being able to fully ramp up our shared services center and get the labor arbitrage that usually comes with doing that.