SYSCO CORP
10-Q, 1999-11-15
GROCERIES & RELATED PRODUCTS
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<PAGE>   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.
==================================================================

<PAGE>   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.


<PAGE>   3
                                      -3-

SYSCO CORPORATION and its Consolidated Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In Thousands Except for Share Data)
<TABLE>
<CAPTION>
                                    Oct. 2,        July 3,       Sept. 26,
                                     1999           1999           1998
                                  -----------   ------------   ------------
                                  (Unaudited)     (Audited)     (Unaudited)
<S>                              <C>           <C>             <C>
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
                                 ===========    ===========    ===========
</TABLE>
Note: The July 3, 1999 balance sheet has been taken from the
  audited financial statements at that date.


<PAGE>   4
                                      -4-

SYSCO CORPORATION and its Consolidated Subsidiaries
CONSOLIDATED RESULTS OF OPERATIONS (Unaudited)
(In Thousands Except for Share Data)

<TABLE>
<CAPTION>
                                                 13 - Week Period Ended
                                             -------------------------------
                                             Oct. 2, 1999     Sept. 26, 1998
                                             ------------     --------------
<S>                                          <C>              <C>
   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
                                             ============     =============

 </TABLE>


<PAGE>   5
                                      -5-

SYSCO CORPORATION and its Consolidated Subsidiaries
CONSOLIDATED CASH FLOWS (Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
                                                 13 - Week Period Ended
                                              -------------------------------
                                              Oct. 2, 1999     Sept. 26, 1998
                                              ------------     --------------
<S>                                           <C>              <C>
  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
</TABLE>



<PAGE>   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.



<PAGE>   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.


<PAGE>   8
                                      -8-

 The following table sets forth the computation of basic and
 diluted earnings per share:
<TABLE>
<CAPTION>
                                               13 - Week Period Ended
                                         --------------------------------
                                         Oct. 2, 1999      Sept. 26, 1998
                                         ------------      --------------
<S>                                      <C>               <C>
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
                                         ============       ============
</TABLE>



<PAGE>   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.



<PAGE>   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.


<PAGE>   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.


<PAGE>   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.





<PAGE>   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).

<PAGE>   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).



<PAGE>   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



<PAGE>   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).


<PAGE>   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







<PAGE>   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








<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Item 1.
Financial Statements and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JAN-02-2000
<PERIOD-END>                               OCT-02-1999
<CASH>                                         143,831
<SECURITIES>                                         0
<RECEIVABLES>                                1,480,448
<ALLOWANCES>                                    29,567
<INVENTORY>                                    910,746
<CURRENT-ASSETS>                             2,575,530
<PP&E>                                       2,379,174
<DEPRECIATION>                               1,133,248
<TOTAL-ASSETS>                               4,398,990
<CURRENT-LIABILITIES>                        1,673,186
<BONDS>                                      1,055,168
                          382,587
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,053,314
<TOTAL-LIABILITY-AND-EQUITY>                 4,398,990
<SALES>                                      4,657,034
<TOTAL-REVENUES>                             4,657,034
<CGS>                                        3,793,200
<TOTAL-COSTS>                                4,485,199
<OTHER-EXPENSES>                                   189
<LOSS-PROVISION>                                 5,979
<INTEREST-EXPENSE>                              17,944
<INCOME-PRETAX>                                171,835
<INCOME-TAX>                                    66,156
<INCOME-CONTINUING>                            105,679
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                        8,041
<NET-INCOME>                                    97,638
<EPS-BASIC>                                       0.30
<EPS-DILUTED>                                     0.29


</TABLE>


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