-----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, IXDctbSl/Kb500dZ2aIlkC/pGBzgh3qvQB1IoAqBTo7wTSZgRJoLPsH8mmFJu/hK RHU6bT3n2O6oUVTH2ZM7wg== 0000950129-99-005084.txt : 19991117 0000950129-99-005084.hdr.sgml : 19991117 ACCESSION NUMBER: 0000950129-99-005084 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991002 FILED AS OF DATE: 19991115 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: 99756784 BUSINESS ADDRESS: STREET 1: 1390 ENCLAVE PKWY CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 2815841390 10-Q 1 SYSCO CORPORATION - 10/2/99 1 =================================================================== Page 1 of 19 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 October 2, 1999 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 (IRS employer jurisdiction of identification incorporation or number) organization) 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 329,380,117 shares of common stock were outstanding as of October 29, 1999. ================================================================== 2 -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. 3 -3- SYSCO CORPORATION and its Consolidated Subsidiaries CONSOLIDATED BALANCE SHEETS (In Thousands Except for Share Data)
Oct. 2, July 3, Sept. 26, 1999 1999 1998 ----------- ------------ ------------ (Unaudited) (Audited) (Unaudited) ASSETS Current assets Cash $ 143,831 $ 149,303 $ 108,264 Accounts and notes receivable, less allowances of $29,567, $21,095 and $27,609 1,450,881 1,334,371 1,313,797 Inventories 910,746 851,965 853,064 Deferred taxes 35,789 43,353 37,098 Prepaid expenses 34,283 29,775 28,892 ----------- ---------- ----------- Total current assets 2,575,530 2,408,767 2,341,115 Plant and equipment at cost, less depreciation 1,245,926 1,227,669 1,157,86 Other assets Goodwill and intangibles, less amortization 402,364 302,100 309,322 Other 175,170 158,046 152,769 ----------- ----------- ----------- Total other assets 577,534 460,146 462,091 ----------- ----------- ----------- Total assets $ 4,398,990 $ 4,096,582 $ 3,961,066 =========== =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Notes payable $ 139,027 $ 13,377 $ 13,770 Accounts payable 1,090,708 1,013,302 1,003,878 Accrued expenses 390,271 374,271 272,096 Accrued income taxes 33,407 6,103 59,581 Current maturities of long-term debt 19,773 20,487 115,412 ----------- ----------- ----------- Total current liabilities 1,673,186 1,427,540 1,464,737 Long-term debt 1,055,168 997,717 873,057 Deferred taxes 234,735 244,129 228,829 Shareholders' equity Preferred stock, par value $1 per share Authorized 1,500,000 shares, issued none --- --- --- Common stock, par value $1 per share Authorized 500,000,000 shares, issued 382,587,450 shares 382,587 382,587 382,587 Paid-in capital 35,221 872 2,271 Retained earnings 2,096,731 2,032,068 1,852,758 ----------- ----------- ----------- 2,514,539 2,415,527 2,237,616 Less cost of treasury stock, 53,267,646, 52,915,065 and 48,257,269 shares 1,078,638 988,331 843,173 ----------- ----------- ----------- Total shareholders' equity 1,435,901 1,427,196 1,394,443 ----------- ----------- ----------- Total liabilities and shareholders' equity $ 4,398,990 $ 4,096,582 $ 3,961,066 =========== =========== ===========
Note: The July 3, 1999 balance sheet has been taken from the audited financial statements at that date. 4 -4- SYSCO CORPORATION and its Consolidated Subsidiaries CONSOLIDATED RESULTS OF OPERATIONS (Unaudited) (In Thousands Except for Share Data)
13 - Week Period Ended ------------------------------- Oct. 2, 1999 Sept. 26, 1998 ------------ -------------- Sales $ 4,657,034 $ 4,192,630 Costs and expenses Cost of sales 3,793,200 3,426,045 Operating expenses 674,244 607,812 Interest expense 17,944 16,931 Other, net (189) 170 ------------ ------------ Total costs and expenses 4,485,199 4,050,958 ------------ ------------ Earnings before income taxes 171,835 141,672 Income taxes 66,156 55,252 ------------ ------------ Earnings before cumulative effect of accounting change 105,679 86,420 Cumulative effect of accounting change (8,041) --- ------------ ------------ Net earnings $ 97,638 $ 86,420 ============ ============ Earnings before accounting change: Basic earnings per share $ 0.32 $ 0.26 ============ ============ Diluted earnings per share $ 0.32 $ 0.26 ============ ============ Cumulative effect of accounting change: Basic earnings per share $ (0.02) $ --- ============ ============ Diluted earnings per share $ (0.02) $ --- ============ ============ Net earnings: Basic earnings per share $ 0.30 $ 0.26 ============ ============= Diluted earnings per share $ 0.29 $ 0.26 ============ ============= Average shares outstanding 328,925,219 334,849,272 ============ ============= Diluted average shares outstanding 333,487,155 338,184,255 ============ ============= Dividends paid per common share $ 0.10 $ 0.09 ============ =============
5 -5- SYSCO CORPORATION and its Consolidated Subsidiaries CONSOLIDATED CASH FLOWS (Unaudited) (In Thousands)
13 - Week Period Ended ------------------------------- Oct. 2, 1999 Sept. 26, 1998 ------------ -------------- Cash flows from operating activities: Net earnings $ 97,638 $ 86,420 Add non-cash items: Cumulative effect of accounting change 8,041 --- Depreciation and amortization 52,908 47,983 Deferred tax benefit (1,596) (3,389) Provision for losses on accounts 5,979 5,688 receivable Additional investment in certain assets and liabilities, net of effect of businesses acquired: (Increase) in receivables (94,941) (103,875) (Increase) in inventories (45,907) (62,563) (Increase) in prepaid expenses (4,169) (2,297) Increase in accounts payable 62,435 154,719 Increase (decrease) in accrued expenses 13,159 (20,159) Increase in accrued income taxes 31,747 34,058 (Increase) in other assets (29,459) (14,725) ----------- ------------ Net cash provided by operating activities 95,835 121,860 ----------- ------------ Cash flows from investing activities: Additions to plant and equipment (59,266) (58,021) Proceeds from sales of plant and equipment 5,391 4,934 Acquisition of businesses, net of cash acquired (60,437) --- ----------- ------------ Net cash used for investing activities (114,312) (53,087) ----------- ------------ Cash flows from financing activities: Bank and commercial paper borrowings (repayments) 186,502 (243,472) Other debt (repayments) borrowings (4,678) 221,441 Common stock reissued from treasury 21,115 14,964 Treasury stock purchases (156,959) (33,580) Dividends paid (32,975) (30,150) ----------- ----------- Net cash provided by (used for) financing activities 13,005 (70,797) ----------- ----------- Net decrease in cash (5,472) (2,024) Cash at beginning of period 149,303 110,288 ----------- ----------- Cash at end of period $ 143,831 $ 108,264 =========== =========== Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 12,586 $ 3,447 Income taxes 22,423 19,421
6 -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 common stock repurchase program described below. In Fiscal 1992, the Company began a common stock repurchase program which continued into the first 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, 3,425,400 shares were purchased through October 2, 1999. The increase in treasury stock purchases in the period ended October 2, 1999 primarily reflects shares repurchased for acquisitions. Long-term debt to capitalization ratio was 42% at October 2, 1999, exceeding the 35% to 40% target ratio due to the shares repurchased for acquisitions. Results of Operations For the period ended October 2, 1999, the Company recorded a one-time, after-tax, non-cash charge of $8 million 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 requires the write-off of any unamortized costs of start-up activities and organization costs. Going forward such costs will be expensed as incurred. Sales and cost of sales increased about 11.1% and 10.7%, respectively, over the same quarter of the prior year. Real sales growth was up over 10% resulting primarily from volume growth and was over four points higher than the same period last year, after adjusting for a 1.1% increase due to acquisitions and a 0.2% deflation in food costs, due primarily to lower costs in poultry, dairy and canned products. Operating expenses for the periods presented remained approximately the same as a percent of sales. Interest expense in the current period increased over the prior period due to increased borrowings. Income taxes for the periods presented reflect an effective rate of 38.5% this year compared to 39% last year. 7 -7- Pretax earnings and net earnings before the accounting change increased 21.3% and 22.3%, 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. Basic and diluted earnings per share before the accounting change increased 23.1% over the same period last year due to the factors discussed above, along with the decrease in average shares outstanding, reflecting purchases of shares made through the Company's share repurchase program. A reconciliation of basic and diluted earnings per share follows on the next page. Acquisitions In July 1999, SYSCO bought Newport Meat Co. Inc., a distributor in southern California 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 steak and other meats, seafood and poultry products. The transactions were accounted for using the purchase method of accounting and the financial statements for the quarter ended October 2, 1999 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. 8 -8- The following table sets forth the computation of basic and diluted earnings per share:
13 - Week Period Ended -------------------------------- Oct. 2, 1999 Sept. 26, 1998 ------------ -------------- Numerator: Numerator for basic earnings per share -- income available to common shareholders $ 97,638,000 $ 86,420,000 ============ ============ Denominator: Denominator for basic earnings per share -- weighted-average shares 328,925,219 334,849,272 Effect of dilutive securities: Employee and director stock options 4,561,936 3,334,983 ------------ ------------ Denominator for diluted earnings per share -- adjusted weighted-average shares 333,487,155 338,184,255 ============ ============ Basic earnings per share $0.30 $0.26 ============ ============ Diluted earnings per share $0.29 $0.26 ============ ============
9 -9- Year 2000 SYSCO has been replacing and enhancing its information systems to gain operational efficiencies with the implementation of the SYSCO Uniform System (SUS) which is Year 2000 compliant. To address the Year 2000 issue, SYSCO instituted an enterprise- wide Year 2000 compliance project in January 1998. SYSCO's Year 2000 project used two outside technology consulting firms - one with expertise in information technology (IT) and project management and the other with expertise in engineering to identify Year 2000 issues in non-IT systems and equipment that have embedded microchips. SYSCO established a formal project management methodology to address the Year 2000 issue. SYSCO's Year 2000 project consists of four phases: i) Information Gathering and Planning - This phase consisted of gathering information about SYSCO's IT and non-IT systems, as well as identifying significant suppliers, customers and other third parties. The primary objective was to build a detailed inventory of information; ii) Assessment - This phase consisted of analyzing the information gathered during the first phase. The process included examining and evaluating SYSCO's IT systems and non-IT systems with embedded microchips for exposure to date sensitivity. The primary objective of the assessment phase was to identify components that are not Year 2000 compliant so that they could be corrected, replaced or eliminated; iii) Remediation - This phase consisted of correcting, replacing or eliminating any components found during the assessment phase that were not Year 2000 compliant. This included addressing SYSCO's internally developed mission critical IT systems, purchased hardware and software, and non-IT systems and equipment with embedded microchips; and iv) Testing - This phase consisted of systems integration testing of SYSCO's mission critical IT systems used throughout the Company, as well as specific systems interface testing with certain customers and certain suppliers to ensure their Year 2000 readiness. In March 1999, SYSCO completed extensive testing of its mission critical IT systems using multiple Year 2000 date scenarios to simulate fiscal and calendar crossovers. These systems were found to be Year 2000 compliant. SYSCO has also completed a comprehensive assessment of its IT systems and non-IT systems with embedded microchips and is completing upgrades and replacements of non-compliant systems and equipment. Although the percentages of work completed vary across SYSCO's operations, SYSCO plans to complete the remaining upgrades and replacements by December 1999. An important component of SYSCO's Year 2000 readiness efforts has focused on verifying to the extent possible that its significant suppliers are currently Year 2000 compliant or have adequate remediation plans in place to ensure Year 2000 compliance. SYSCO analyzed and categorized its suppliers and then contacted in writing the significant suppliers to solicit information on their Year 2000 preparedness efforts. SYSCO has obtained Year 2000 information from the majority of the identified suppliers. 10 -10- The total costs which will be incurred to provide Year 2000 compliance will not have a material impact on the financial statements of the Company. The Company has identified three most reasonably likely worst case scenarios: (1) loss of public power supplies; (2) loss of communication infrastructure; and (3) failure of the company's mission critical IT systems and infrastructure. Within the three most reasonably likely worst case scenarios, SYSCO's goal is to identify actions that can be taken prior to January 2000 that would minimize or mitigate the failures should they occur. Contingency plans have been developed for the core business functions and have been deployed to SYSCO's distribution centers for review and implementation. Although SYSCO's Year 2000 efforts are intended to minimize the adverse effects of the Year 2000 issue on its business and operations, the actual effects of the issue and the success or failure of the Company's efforts described above cannot be known until the Year 2000. Failure by SYSCO, its suppliers, customers and other third parties to address adequately their respective Year 2000 issues in a timely manner, insofar as such issues relate to the Company's business and operations, could have a material adverse effect on SYSCO. 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 October 2, 1999 the company had outstanding $274,644,000 of commercial paper with maturities through November 1, 1999. The company's remaining long-term debt obligations of $780,524,000 were primarily at fixed rates of interest. SYSCO has no significant cash flow exposure due to interest rate changes for long-term debt obligations. ---------------------------- Statements made herein regarding continuation of the share repurchase program, Year 2000 compliance of SUS and potential Year 2000 costs 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. Potential Year 2000 costs could be affected by conditions in the economy, the industry and internal factors that may alter planned results. Furthermore, potential Year 2000 costs and compliance efforts could be affected by the ability of SYSCO's suppliers and customers to effectively address Year 2000 issues. 11 -11- Those risks and uncertainties that could impact these statements include the possibility that the Company's information systems will not operate as anticipated and therefore not provide the Company with a competitive edge, risks relating to the acquired companies, the risks of deteriorating margins, leverage and debt risks and other risks detailed in the Company's Fiscal 1999 Annual Report on Form 10-K. 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 July 30, 1999, in connection with the acquisition by merger of Newport Meat Company ("Newport"), the Company issued 1,031,419 unregistered, restricted shares to the former owners of Newport. The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. On August 20, 1999, in connection with the acquisition of substantially all of the assets of Buckhead Beef Company, Inc. ("Buckhead"), the Company issued 1,155,797 unregistered, restricted shares to the former owners of Buckhead. The shares were issued pursuant to the exemption granted 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 On November 4, 1999, the Board of Directors increased the quarterly cash dividend to $0.12 per share from $0.10 per share. 12 -12- On November 5, 1999 shareholders of the Company approved the adoption of an amendment to SYSCO's Restated Certificate of Incorporation to increase the shares of common stock that SYSCO has the authority to issue to one billion (1,000,000,000) shares. 13 -13- 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). 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 in 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). 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). 14 -14- 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). 15 Letter from Arthur Andersen LLP dated November 11, 1999, re: unaudited financial statements. 27 Financial Data Schedule (b) Reports on Form 8-K: On August 30, 1999, the Company filed a Form 8-K to attach a press release dated August 4, 1999 announcing results of operations for the fiscal year ended July 3, 1999 (File No. 1-6544). 15 -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. Senior Vice President, Finance & Administration Date: November 11, 1999 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). 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 in 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). 15 Letter from Arthur Andersen LLP dated November 11, 1999, re: unaudited financial statements 27 Sysco Corporation and its Consolidated Subsidiaries Financial Data Schedule EX-15 2 LETTER FROM ARTHUR ANDERSEN LLP DATED 11/11/99 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 consolidated subsidiaries as of October 2, 1999 and September 26, 1998 and the related consolidated results of operations and cash flows for the thirteen 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. /s/ Arthur Andersen LLP Houston, Texas November 11, 1999 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 3-MOS JAN-02-2000 OCT-02-1999 143,831 0 1,480,448 29,567 910,746 2,575,530 2,379,174 1,133,248 4,398,990 1,673,186 1,055,168 382,587 0 0 1,053,314 4,398,990 4,657,034 4,657,034 3,793,200 4,485,199 189 5,979 17,944 171,835 66,156 105,679 0 0 8,041 97,638 0.30 0.29
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