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SYSCO CORPORATION-Form10-K 43
PARTII
ITEM8Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting
Firm on Internal Control Over Financial Reporting
The Board of Directors and Shareholders
Sysco Corporation
We have audited Sysco Corporation (a Delaware Corporation) and subsidiaries’ (the “Company”) internal control over fi nancial reporting as of June30,2012,
based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(the COSO criteria). Sysco Corporation’s management is responsible for maintaining effective internal control over fi nancial reporting, and for its assessment
of the effectiveness of internal control over fi nancial reporting included in the accompanying Report of Management on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the Company’s internal control over fi nancial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (UnitedStates). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over fi nancial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over fi nancial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures
as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over fi nancial reporting is a process designed to provide reasonable assurance regarding the reliability of fi nancial reporting and
the preparation of fi nancial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over
fi nancial reporting includes those policies and procedures that(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly refl ect
the transactions and dispositions of the assets of the Company;(2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of fi nancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of the Company; and(3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the fi nancial statements.
Because of its inherent limitations, internal control over fi nancial reporting may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our opinion, Sysco Corporation maintained, in all material respects, effective internal control over fi nancial reporting as of June30,2012, based on the
COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (UnitedStates), the consolidated balance
sheets of the Company as of June30,2012 and July2,2011, and the related consolidated results of operations, statements of comprehensive income,
shareholders’ equity and cash fl ows for each of the three years in the period ended June30,2012, of Sysco Corporation and subsidiaries and our report
dated August27,2012, expressed an unqualifi ed opinion thereon.
Houston, Texas
August27,2012