<PAGE> 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.
<PAGE> 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
<PAGE> 3
SYSCO CORPORATION and its Consolidated Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In Thousands Except for Share Data)
<TABLE>
<CAPTION>
April 1, 2000 July 3, 1999 March 27, 1999
------------------ ------------------ -------------------
(Unaudited) (Audited) (Unaudited)
<S> <C> <C> <C>
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
=================== ================== ====================
</TABLE>
Note: The July 3, 1999 consolidated balance sheet has been taken from the
audited financial statements at that date.
3
<PAGE> 4
SYSCO CORPORATION and its Consolidated Subsidiaries
CONSOLIDATED RESULTS OF OPERATIONS (Unaudited)
(In Thousands Except for Share Data)
<TABLE>
<CAPTION>
39-Week Period Ended 13-Week Period Ended
------------------------------------------ --------------------------------------
April 1, 2000 March 27, 1999 April 1, 2000 March 27, 1999
-------------------- ------------------ ---------------- ------------------
<S> <C> <C> <C> <C>
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
===================== ================== ================= ==================
</TABLE>
4
<PAGE> 5
SYSCO CORPORATION and its Consolidated Subsidiaries
CONSOLIDATED CASH FLOWS (Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
39 - Week Period Ended
----------------------------------------
April 1, 2000 March 27, 1999
---------------- ---------------
<S> <C> <C>
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
</TABLE>
5
<PAGE> 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
<PAGE> 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
<PAGE> 8
The following table sets forth the computation of basic and diluted earnings
per share:
<TABLE>
<CAPTION>
39-Week Period Ended 13-Week Period Ended
------------------------------------- ------------------------------------
April 1, 2000 March 27, 1999 April 1, 2000 March 27, 1999
----------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
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
================= ================= ================ ================
</TABLE>
8
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<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).
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).
<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).
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
<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 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
<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> 9-MOS
<FISCAL-YEAR-END> JUL-3-2000
<PERIOD-END> APR-01-2000
<CASH> 111,756
<SECURITIES> 0
<RECEIVABLES> 1,569,081
<ALLOWANCES> 54,938
<INVENTORY> 957,636
<CURRENT-ASSETS> 2,670,855
<PP&E> 2,520,410
<DEPRECIATION> 1,189,349
<TOTAL-ASSETS> 4,729,481
<CURRENT-LIABILITIES> 1,862,134
<BONDS> 984,376
0
0
<COMMON> 382,587
<OTHER-SE> 1,275,597
<TOTAL-LIABILITY-AND-EQUITY> 4,729,481
<SALES> 14,031,504
<TOTAL-REVENUES> 14,031,504
<CGS> 11,394,346
<TOTAL-COSTS> 13,528,138
<OTHER-EXPENSES> (1,653)
<LOSS-PROVISION> 23,849
<INTEREST-EXPENSE> 52,978
<INCOME-PRETAX> 503,366
<INCOME-TAX> 193,796
<INCOME-CONTINUING> 309,570
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 8,041
<NET-INCOME> 301,529
<EPS-BASIC> 0.92
<EPS-DILUTED> 0.90
</TABLE>
