-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JWriC9Yjc2cHuKFo5cVEnBbK+cb544aDHgXWHVMCjf5szgFZv5kfDBnGsiFRt5ZG lfUfnOVhRJwZoNlThmq6/Q== 0000950129-00-002445.txt : 20000516 0000950129-00-002445.hdr.sgml : 20000516 ACCESSION NUMBER: 0000950129-00-002445 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000401 FILED AS OF DATE: 20000515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYSCO CORP CENTRAL INDEX KEY: 0000096021 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 741648137 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-06544 FILM NUMBER: 634122 BUSINESS ADDRESS: STREET 1: 1390 ENCLAVE PKWY CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 2815841390 10-Q 1 SYSCO CORPORATION 1 United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 1, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission file number 1-6544 SYSCO CORPORATION (Exact name of registrant as specified in its charter) Delaware 74-1648137 (State or other jurisdiction of (IRS employer incorporation or organization) identification number) 1390 Enclave Parkway Houston, Texas 77077-2099 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (281) 584-1390 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- 333,205,467 shares of common stock were outstanding as of April 28, 2000. 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements The following consolidated financial statements have been prepared by the Company, without audit, with the exception of the July 3, 1999, consolidated balance sheet which was taken from the audited financial statements included in the Company's Fiscal 1999 Annual Report on Form 10-K. The financial statements include consolidated balance sheets, consolidated results of operations and consolidated cash flows. In the opinion of management, all adjustments, which consist of normal recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows for all periods presented, have been made. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Fiscal 1999 Annual Report on Form 10-K. A review of the financial information herein has been made by Arthur Andersen LLP, independent public accountants, in accordance with established professional standards and procedures for such a review. A letter from Arthur Andersen LLP concerning their review is included as Exhibit 15. 2 3 SYSCO CORPORATION and its Consolidated Subsidiaries CONSOLIDATED BALANCE SHEETS (In Thousands Except for Share Data)
April 1, 2000 July 3, 1999 March 27, 1999 ------------------ ------------------ ------------------- (Unaudited) (Audited) (Unaudited) ASSETS Current assets Cash $ 111,756 $ 149,303 $ 112,493 Accounts and notes receivable, less allowances of $54,938, $21,095 and $45,315 1,514,143 1,334,371 1,307,672 Inventories 957,636 851,965 859,473 Deferred taxes 46,745 43,353 35,066 Prepaid expenses 40,575 29,775 30,757 ------------------- ------------------ -------------------- Total current assets 2,670,855 2,408,767 2,345,461 Plant and equipment at cost, less depreciation 1,331,061 1,227,669 1,207,955 Goodwill and intangibles, less amortization 492,822 302,100 304,516 Other assets 234,743 158,046 161,777 ------------------- ------------------ -------------------- Total other assets 727,565 460,146 466,293 ------------------- ------------------ -------------------- Total assets $ 4,729,481 $ 4,096,582 $ 4,019,709 =================== ================== ==================== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Notes payable $ 142,177 $ 13,377 $ 14,196 Accounts payable 1,206,561 1,013,302 1,025,561 Accrued expenses 479,443 374,271 324,388 Accrued income taxes 19,524 6,103 7,793 Current maturities of long-term debt 14,429 20,487 111,551 ------------------- ------------------ -------------------- Total current liabilities 1,862,134 1,427,540 1,483,489 Long-term debt 984,376 997,717 913,632 Deferred taxes 224,787 244,129 224,511 Shareholders' equity Preferred stock, par value $1 per share Authorized 1,500,000 shares, issued none --- --- --- Common stock, par value $1 per share Authorized 1,000,000,000 shares, issued 382,587,450 shares 382,587 382,587 382,587 Paid-in capital 76,528 872 446 Retained earnings 2,228,128 2,032,068 1,948,327 ------------------- ------------------ -------------------- 2,687,243 2,415,527 2,331,360 Less cost of treasury stock, 49,728,142, 52,915,065 and 51,221,957 shares 1,029,059 988,331 933,283 ------------------- ------------------ -------------------- Total shareholders' equity 1,658,184 1,427,196 1,398,077 ------------------- ------------------ -------------------- Total liabilities and shareholders' equity $ 4,729,481 $ 4,096,582 $ 4,019,709 =================== ================== ====================
Note: The July 3, 1999 consolidated balance sheet has been taken from the audited financial statements at that date. 3 4 SYSCO CORPORATION and its Consolidated Subsidiaries CONSOLIDATED RESULTS OF OPERATIONS (Unaudited) (In Thousands Except for Share Data)
39-Week Period Ended 13-Week Period Ended ------------------------------------------ -------------------------------------- April 1, 2000 March 27, 1999 April 1, 2000 March 27, 1999 -------------------- ------------------ ---------------- ------------------ Sales $ 14,031,504 $ 12,604,182 $ 4,722,935 $ 4,164,877 Costs and expenses Cost of sales 11,394,346 10,298,004 3,829,148 3,402,463 Operating expenses 2,079,161 1,849,822 709,499 625,111 Interest expense 52,978 53,742 18,354 18,414 Other, net 1,653 322 88 (93) --------------------- ------------------ ----------------- ------------------ Total costs and expenses 13,528,138 12,201,890 4,557,089 4,045,895 --------------------- ------------------ ----------------- ------------------ Earnings before income taxes 503,366 402,292 165,846 118,982 Income taxes 193,796 156,894 63,851 46,403 --------------------- ------------------ ----------------- ------------------ Earnings before cumulative effect of accounting change 309,570 245,398 101,995 72,579 Cumulative effect of accounting change (8,041) - - - - - - - - - --------------------- ------------------ ----------------- ------------------ Net earnings $ 301,529 $ 245,398 $ 101,995 $ 72,579 ===================== ================== ================= ================== Earnings before accounting change: Basic earnings per share $ 0.94 $ 0.74 $ 0.31 $ 0.22 ===================== ================== ================= ================== Diluted earnings per share $ 0.93 $ 0.73 $ 0.31 $ 0.22 ===================== ================== ================= ================== Cumulative effect of accounting change: Basic earnings per share $ (0.02) $ - - - $ - - - $ - - - ===================== ================== ================= ================== Diluted earnings per share $ (0.02) $ - - - $ - - - $ - - - ===================== ================== ================= ================== Net earnings: Basic earnings per share $ 0.92 $ 0.74 $ 0.31 $ 0.22 ===================== ================== ================= ================== Diluted earnings per share $ 0.90 $ 0.73 $ 0.31 $ 0.22 ===================== ================== ================= ================== Average shares outstanding 328,893,795 333,748,999 329,306,402 332,512,637 ===================== ================== ================= ================== Diluted average shares outstanding 333,790,286 337,518,140 333,662,958 336,475,686 ===================== ================== ================= ================== Dividends paid per common share $ 0.32 $ 0.28 $ 0.12 $ 0.10 ===================== ================== ================= ==================
4 5 SYSCO CORPORATION and its Consolidated Subsidiaries CONSOLIDATED CASH FLOWS (Unaudited) (In Thousands)
39 - Week Period Ended ---------------------------------------- April 1, 2000 March 27, 1999 ---------------- --------------- Operating activities: Net earnings $ 301,529 $ 245,398 Add non-cash items: Cumulative effect of accounting change 8,041 - - - Depreciation and amortization 161,982 150,963 Deferred tax (benefit) (21,229) (5,675) Provision for losses on accounts receivable 23,849 20,016 Additional investment in certain assets and liabilities, (Increase) in receivables (110,171) (112,078) (Increase) in inventories (76,680) (68,972) Decrease (increase) in prepaid expenses 4,716 (4,162) Increase in accounts payable 125,629 176,402 Increase in accrued expenses 83,882 32,133 Increase (decrease) in accrued income taxes 17,864 (17,730) (Increase) in other assets (44,229) (30,946) ---------------- --------------- Net cash provided by operating activities 475,183 385,349 ---------------- --------------- Cash flows from investing activities: Additions to plant and equipment (191,840) (211,154) Sales and retirements of plant and equipment 10,882 17,012 Acquisition of businesses, net of cash acquired (199,211) - - - ---------------- --------------- Net cash used for investing activities (380,169) (194,142) ---------------- --------------- Cash flows from financing activities: Bank and commercial paper borrowings (repayments) 114,386 (192,964) Other debt borrowings (repayments) borrowings (8,250) 208,073 Common stock reissued from treasury 40,453 29,978 Treasury stock purchases (173,681) (140,530) Dividends paid (105,469) (93,559) ---------------- --------------- Net cash used for financing activities (132,561) (189,002) ---------------- --------------- Net (decrease) increase in cash (37,547) 2,205 Cash at beginning of period 149,303 110,288 ---------------- --------------- Cash at end of period $ 111,756 $ 112,493 ================ =============== Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 47,763 $ 40,568 Income taxes 183,174 174,776
5 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources ------------------------------- The liquidity and capital resources discussion included in Management's Discussion and Analysis of Financial Condition and Results of Operations of the Company's Fiscal 1999 Annual Report on Form 10-K remains applicable, other than the items described below. In Fiscal 1992, the Company began a common stock repurchase program which continued into the second quarter of Fiscal 2000, resulting in the cumulative repurchase of 80,000,000 shares of common stock. The Board of Directors authorized the repurchase of an additional 8,000,000 shares in July 1999. Under this latest authorization, 3,898,400 shares were purchased for $128,143,000 through April 1, 2000. The increase in treasury stock purchases in the period ended April 1, 2000 primarily reflects shares repurchased for acquisitions. As of April 1, 2000, SYSCO's borrowings under its commercial paper program were $199,378,000. During the 39 weeks ended April 1, 2000, commercial paper and short-term bank borrowings ranged from approximately $199,028,000 to $469,094,000. Long-term debt to capitalization ratio was 37% at April 1, 2000, within its intended target range of 35% to 40%. At April 1, 2000, total debt included $100,000,000 in a short-term bank loan. Had this debt been placed as commercial paper, the long-term debt to capitalization ratio would have been 39.5%. SYSCO may exceed this target ratio periodically to take advantage of acquisition and internal growth opportunities. The increase in paid-in capital at January 1, 2000 related primarily to shares issued from treasury in conjunction with acquisitions. On February 10, 2000, the Company filed with the Securities and Exchange Commission a shelf registration covering 2,850,000 shares of common stock to be offered from time to time in connection with acquisitions. Results of Operations --------------------- For the period ended October 2, 1999, the Company recorded a one-time, after-tax, non-cash charge of $8,041,000 to comply with the required adoption of AICPA Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-up Activities." SOP 98-5 required the write-off of any unamortized costs of start-up activities and organization costs. Going forward such costs have been expensed as incurred. 6 7 Sales increased 11.3% during the 39 weeks and 13.4% in the third quarter of Fiscal 2000 over comparable periods of the prior year. Cost of sales also increased 10.7% during the 39 weeks and 12.5% in the third quarter of Fiscal 2000 over comparable periods of the prior year. Real sales growth for the 39 weeks of Fiscal 2000 was about 9.3% after eliminating the effects of 2.3% due to acquisitions and a 0.3% deflation in food costs primarily due to lower costs for dairy products. Real sales growth for the quarter was about 10.0% after adjusting for a 3.4% increase due to acquisitions and a 0.03% food cost inflation primarily due to higher costs for fresh and frozen meat. Operating expenses for the 39 weeks of Fiscal 2000 were above the comparable prior period due primarily to expenses related to the closing of a facility and one-time non-recurring costs associated with the completion of the SYSCO Uniform Systems implementation. There was also a charge to other non-operating expenses in connection with the facility closing. The costs described above were approximately $13,000,000. Operating expenses for the 13 weeks presented are comparable to the prior year period. Interest expense for the 39 weeks was lower than the comparable prior period primarily due to interest income received in the amount of $3,000,000 related to a Federal income tax refund on an amended return. Without this income, interest expense for the 39 weeks would have been above last year due to higher borrowings. Interest expense for the 13 weeks presented is comparable to the prior year period. Income taxes for the periods presented reflect an effective rate of 38.5% this year compared to 39% last year. Pretax earnings and net earnings for the 39 weeks, before the accounting change, increased 25.1% and 26.2%, respectively, over the prior year. Pretax earnings and net earnings for the 13 weeks increased 39.4% and 40.5%, respectively, over the prior year. The increases were due to the factors discussed above as well as the Company's success in its continued efforts to increase sales to the Company's higher margin territorial street customers and increasingly higher sales of SYSCO brand products. Basic and diluted earnings per share increased 27.0% and 27.4%, respectively, for the 39 weeks, before the accounting change, and 40.9% for the quarter. The increases were caused by the factors discussed above, along with the decrease in average shares outstanding for the periods presented, reflecting purchases of shares made through the Company's share repurchase program. A reconciliation of basic and diluted earnings per share follows. 7 8 The following table sets forth the computation of basic and diluted earnings per share:
39-Week Period Ended 13-Week Period Ended ------------------------------------- ------------------------------------ April 1, 2000 March 27, 1999 April 1, 2000 March 27, 1999 ----------------- ----------------- ---------------- ---------------- Numerator: Numerator for basic earnings per share -- income available to common shareholders $ 301,529,000 $ 245,398,000 $ 101,995,000 $ 72,579,000 ================= ================= ================ ================ Denominator: Denominator for basic earnings per share -- weighted-average shares 328,893,795 333,748,999 329,306,402 332,512,637 Effect of dilutive securities: Employee and director stock options 4,896,491 3,769,141 4,356,556 3,963,049 ----------------- ----------------- ---------------- ---------------- Denominator for diluted earnings per share -- adjusted weighted-average shares and assumed conversions 333,790,286 337,518,140 333,662,958 336,475,686 ================= ================= ================ ================ Basic earnings per share $0.92 $0.74 $0.31 $0.22 ================= ================= ================ ================ Diluted earnings per share $0.90 $0.73 $0.31 $0.22 ================= ================= ================ ================
8 9 Acquisitions ------------ In July 1999, SYSCO acquired Newport Meat Co. Inc., a southern California based distributor of fresh aged beef and other meats, seafood and poultry products. In August 1999, the company acquired Doughtie's Foods, Inc., a food distributor located in Virginia and bought substantially all of the assets of Buckhead Beef Company, Inc., a distributor located in Georgia of custom-cut fresh steaks and other meats, seafood and poultry products. In November 1999, SYSCO acquired Malcolm Meats, an Ohio based distributor of custom-cut fresh steaks and other meat and poultry products. In January 2000, SYSCO acquired Watson Foodservice, Inc., a broadline foodservice distributor located in Lubbock, Texas. In March, 2000 SYSCO acquired FreshPoint Holdings, Inc., a North America based distributor of produce. The transactions were accounted for using the purchase method of accounting and the financial statements for the 39 weeks and 13 weeks ended April 1, 2000 include the results of the acquired companies from the respective dates they joined SYSCO. There was no material effect, individually or in the aggregate, on SYSCO's operating results or financial position from these transactions. The purchase price was allocated to the net assets acquired based upon the estimated fair value at the date of acquisition. The balances included in the Consolidated Balance Sheets related to the current year acquisitions are based upon preliminary information and are subject to change when final asset and liability valuations are obtained. Material changes in the preliminary allocations are not anticipated by management. Item 3. Quantitative and Qualitative Disclosures about Market Risks SYSCO does not utilize financial instruments for trading purposes and holds no derivative financial instruments which could expose the Company to significant market risk. SYSCO's exposure to market risk for changes in interest rates relates primarily to its long-term obligations. At April 1, 2000 the Company had outstanding $199,378,000 of commercial paper with maturities through May 22, 2000. The Company's remaining long-term debt obligations of $784,998,000 were primarily at fixed rates of interest. SYSCO has no significant cash flow exposure due to interest rate changes for long-term debt obligations. 9 10 Forward-Looking Statements Statements made herein regarding continuation of the share repurchase program and SYSCO's market risks are forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties and are based on current expectations and management's estimates; actual results may differ materially. Share repurchases could be affected by market prices of the Company's stock as well as management's decision to utilize its capital for other purposes. The effect of market risks could be impacted by future borrowing levels and certain economic factors, such as interest rates. Those risks and uncertainties that could impact these statements include the risks relating to the foodservice industry's relatively low profit margins and sensitivity to economic conditions, SYSCO's leverage and debt risks and other risks detailed in the Company's Prospectus dated April 14, 2000 contained in its Registration Statement on Form S-3 (File No. 333-34036). 10 11 PART II. OTHER INFORMATION Item 1. Legal Proceedings SYSCO is engaged in various legal proceedings which have arisen but have not been fully adjudicated. These proceedings, in the opinion of management, will not have a material adverse effect upon the consolidated financial position or results of operations of the company when ultimately concluded. Item 2. Changes in Securities and Use of Proceeds. On January 27, 2000, in connection with the acquisition by merger of Watson Foodservice, Inc. ("Watson"), the Company issued 193,752 unregistered, restricted shares to the former owners of Watson. The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. On March 17, 2000, in connection with the acquisition by merger of FreshPoint Holdings, Inc. ("FreshPoint"), the Company issued 2,241,932 unregistered, restricted shares to the former owners of FreshPoint. The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None 11 12 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 3(a) Restated Certificate of Incorporation incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544). 3(b) Bylaws, as amended, incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended July 3, 1999 (File No. 1-6544). 3(c) Form of Amended Certificate of Designation Preferences and Rights of Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(c) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544). 3(d) Certificate of Amendment of Certificate of Incorporation of SYSCO Corporation to increase authorized shares, incorporated by reference to Exhibit 3(d) to Form 10-Q for the quarter ended January 1, 2000. 4(a) Sixth Amendment and Restatement of Competitive Advance and Revolving Credit Facility Agreement dated May 31, 1996, incorporated by reference to Exhibit 4(a) to Form 10-K for the year ended June 27, 1996 (File No. 1-6544). 4(b) Agreement and Seventh Amendment to Competitive Advance and Revolving Credit Facility Agreement dated as of June 27, 1997 incorporated by reference to Exhibit 4(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544). 4(c) Agreement and Eighth Amendment to Competitive Advance and Revolving Credit Facility Agreement dated as of June 22, 1998, incorporated by reference to Exhibit 4(c) to Form 10-K for the year ended July 3, 1999 (File No. 1-6544). 4(d) Senior Debt, dated as of June 15, 1995, between Sysco Corporation and First Union National Bank of North Carolina, Trustee, incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-3 filed June 6, 1995 (File No. 33-60023). 12 13 4(e) First Supplemental Indenture, dated June 27, 1995, between Sysco Corporation and First Union Bank of North Carolina, Trustee as amended, incorporated by reference to Exhibit 4(e) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544). 4(f) Second Supplemental Indenture, dated as of May 1, 1996, between Sysco Corporation and First Union Bank of North Carolina, Trustee as amended, incorporated by reference to Exhibit 4(f) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544). 4(g) Third Supplemental Indenture, dated as of April 25, 1997, between Sysco Corporation and First Union National Bank of North Carolina, Trustee incorporated by reference to Exhibit 4(g) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544). 4(h) Fourth Supplemental Indenture, dated as of April 25, 1997, between Sysco Corporation and First Union National Bank of North Carolina, Trustee incorporated by reference to Exhibit 4(h) to Form 10-K for the year ended June 28,1997 (File No. 1-6544). 4(i) Fifth Supplemental Indenture, dated as of July 27, 1998 between Sysco Corporation and First Union National Bank, Trustee incorporated by reference to Exhibit 4 (h) to Form 10-K for the year ended June 27, 1998 (File No. 1-6554). 4(j) Agreement and Ninth Amendment to Competitive Advance and Revolving Credit Facility Agreement dated as of December 1, 1999. 15# Letter from Arthur Andersen LLP dated May 12, 2000, re: unaudited interim consolidated financial statements. 27# Financial Data Schedule # Filed Herewith 13 14 (b) Reports on Form 8-K: On January 21, 2000, the Company filed a Form 8-K to attach a press release dated January 19, 2000 announcing results of operations for the 26 weeks ended January 1, 2000 (File No. 1-6544). On March 23, 2000, the Company filed a Form 8-K to attach press releases dated March 10, 2000 announcing its expected results of operations for the 39 weeks ended April 1, 2000 and March 17, 2000 announcing the completion of the acquisition of FreshPoint Holdings, Inc. (File No. 1-6544). 14 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SYSCO CORPORATION (Registrant) By /s/ JOHN K. STUBBLEFIELD, JR. ------------------------------ John K. Stubblefield, Jr. Executive Vice President, Finance and Administration Date: May 12, 2000 15 16 EXHIBIT INDEX NO. DESCRIPTION - --------------- ---------------------------------------------------------- 3(a) Restated Certificate of Incorporation incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544). 3(b) Bylaws, as amended, incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended July 3, 1999 (File No. 1-6544). 3(c) Form of Amended Certificate of Designation Preferences and Rights of Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(c) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544). 3(d) Certificate of Amendment of Certificate of Incorporation of SYSCO Corporation to increase authorized shares, incorporated by reference to Exhibit 3(d) to Form 10-Q for the quarter ended January 1, 2000. 4(a) Sixth Amendment and Restatement of Competitive Advance and Revolving Credit Facility Agreement dated May 31, 1996, incorporated by reference to Exhibit 4(a) to Form 10-K for the year ended June 27, 1996 (File No. 1-6544). 4(b) Agreement and Seventh Amendment to Competitive Advance and Revolving Credit Facility Agreement dated as of June 27, 1997 incorporated by reference to Exhibit 4(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544). 4(c) Agreement and Eighth Amendment to Competitive Advance and Revolving Credit Facility Agreement dated as of June 22, 1998, incorporated by reference to Exhibit 4(c) to Form 10-K for the year ended July 3, 1999 (File No. 1-6544). 4(d) Senior Debt, dated as of June 15, 1995, between Sysco Corporation and First Union National Bank of North Carolina, Trustee, incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-3 filed June 6, 1995 (File No. 33-60023). 17 NO. DESCRIPTION - --------------- ---------------------------------------------------------- 4(e) First Supplemental Indenture, dated June 27, 1995, between Sysco Corporation and First Union Bank of North Carolina, Trustee as amended, incorporated by reference to Exhibit 4(e) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544). 4(f) Second Supplemental Indenture, dated as of May 1, 1996, between Sysco Corporation and First Union Bank of North Carolina, Trustee as amended, incorporated by reference to Exhibit 4(f) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544). 4(g) Third Supplemental Indenture, dated as of April 25, 1997, between Sysco Corporation and First Union National Bank of North Carolina, Trustee incorporated by reference to Exhibit 4(g) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544). 4(h) Fourth Supplemental Indenture, dated as of April 25, 1997, between Sysco Corporation and First Union National Bank of North Carolina, Trustee incorporated by reference to Exhibit 4(h) to Form 10-K for the year ended June 28,1997 (File No. 1-6544). 4(i) Fifth Supplemental Indenture, dated as of July 27, 1998 between Sysco Corporation and First Union National Bank, Trustee incorporated by reference to Exhibit 4 (h) to Form 10-K for the year ended June 27, 1998 (File No. 1-6554). 4(j) Agreement and Ninth Amendment to Competitive Advance and Revolving Credit Facility Agreement dated as of December 1, 1999. 15# Letter from Arthur Andersen LLP dated May 12, 2000, re: unaudited interim consolidated financial statements. 27# Financial Data Schedule # Filed Herewith EX-15 2 LETTER FROM ARTHUR ANDERSEN LLP DATED 5/12/2000 1 EXHIBIT 15 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors and Shareholders of Sysco Corporation: We have reviewed the consolidated balance sheets of Sysco Corporation (a Delaware corporation) and its subsidiaries as of April 1, 2000, and March 27, 1999 and the related consolidated results of operations for the thirty-nine and thirteen week periods then ended and consolidated cash flows for the thirty-nine week periods then ended included in the Company's Quarterly Report on Form 10-Q. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with generally accepted accounting principles in the United States. /s/ Arthur Andersen LLP Houston, Texas May 12, 2000 EX-27 3 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from Item 1. Financial Statements and is qualified in its entirety by reference to such financial statements. 1,000 9-MOS JUL-3-2000 APR-01-2000 111,756 0 1,569,081 54,938 957,636 2,670,855 2,520,410 1,189,349 4,729,481 1,862,134 984,376 0 0 382,587 1,275,597 4,729,481 14,031,504 14,031,504 11,394,346 13,528,138 (1,653) 23,849 52,978 503,366 193,796 309,570 0 0 8,041 301,529 0.92 0.90
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