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 March 31, 2001 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 ----- ----- 672,546,977 shares of common stock were outstanding as of May 4, 2001. 1
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 1, 2000, consolidated balance sheet which was taken from the audited financial statements included in the Company's Fiscal 2000 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. Share information reflects the 2-for-1 stock split on December 15, 2000. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Fiscal 2000 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(a). 2
3 SYSCO CORPORATION and its Consolidated Subsidiaries CONSOLIDATED BALANCE SHEETS (In Thousands Except for Share Data) <TABLE> <CAPTION> Mar. 31, 2001 July 1, 2000 Apr. 1, 2000 ------------- ------------ ------------ (Unaudited) (Audited) (Unaudited) <S> <C> <C> <C> ASSETS Current assets Cash $ 114,080 $ 159,128 $ 111,756 Accounts and notes receivable, less allowances of $57,413, $27,628 and $54,938 1,636,241 1,519,038 1,514,143 Inventories 1,070,328 937,899 957,636 Deferred taxes 90,635 72,041 46,745 Prepaid expenses 45,060 45,109 40,575 ------------- ------------ ------------ Total current assets 2,956,344 2,733,215 2,670,855 Plant and equipment at cost, less depreciation 1,482,760 1,344,693 1,331,061 Goodwill and intangibles, less amortization 706,617 503,039 492,822 Other assets 262,155 233,008 234,743 ------------- ------------ ------------ Total other assets 968,772 736,047 727,565 ------------- ------------ ------------ Total assets $ 5,407,876 $ 4,813,955 $ 4,729,481 ============= ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Notes payable $ 32,304 $ 31,109 $ 142,177 Accounts payable 1,271,720 1,186,721 1,206,561 Accrued expenses 614,670 527,233 479,443 Accrued income taxes 59,570 17,914 19,524 Current maturities of long-term debt 16,935 19,958 14,429 ------------- ------------ ------------ Total current liabilities 1,995,199 1,782,935 1,862,134 Long-term debt 1,048,464 1,023,642 984,376 Deferred taxes 239,705 245,810 224,787 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 765,174,900, 382,587,450 and 382,587,450 shares 765,175 382,587 382,587 Paid-in capital 183,483 76,967 76,528 Retained earnings 2,335,167 2,332,238 2,228,128 ------------- ------------ ------------ 3,283,825 2,791,792 2,687,243 Less cost of treasury stock, 92,630,991, 51,102,663 and 49,728,142 shares 1,159,317 1,030,224 1,029,059 ------------- ------------ ------------ Total shareholders' equity 2,124,508 1,761,568 1,658,184 ------------- ------------ ------------ Total liabilities and shareholders' equity $ 5,407,876 $ 4,813,955 $ 4,729,481 ============= ============ ============ </TABLE> 3
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 ----------------------------- ----------------------------- Mar. 31, 2001 Apr. 1, 2000 Mar. 31, 2001 Apr. 1, 2000 ------------- ------------ ------------- ------------ <S> <C> <C> <C> <C> Sales $ 15,995,200 $ 14,031,504 $ 5,344,496 $ 4,722,935 Costs and expenses Cost of sales 12,874,800 11,394,346 4,301,029 3,829,148 Operating expenses 2,383,327 2,079,161 800,156 709,499 Interest expense 53,933 52,978 18,498 18,354 Other, net (1,466) 1,653 (879) 88 ------------- ------------ ------------- ------------ Total costs and expenses 15,310,594 13,528,138 5,118,804 4,557,089 ------------- ------------ ------------- ------------ Earnings before income taxes 684,606 503,366 225,692 165,846 Income taxes 261,862 193,796 86,327 63,851 ------------- ------------ ------------- ------------ Earnings before cumulative effect of accounting change 422,744 309,570 139,365 101,995 Cumulative effect of accounting change -- (8,041) -- -- ------------- ------------ ------------- ------------ Net earnings $ 422,744 $ 301,529 $ 139,365 $ 101,995 ============= ============ ============= ============ Earnings before accounting change: Basic earnings per share $ 0.64 $ 0.47 $ 0.21 $ 0.15 ============= ============ ============= ============ Diluted earnings per share $ 0.62 $ 0.46 $ 0.21 $ 0.15 ============= ============ ============= ============ Cumulative effect of accounting change: Basic earnings per share $ -- $ (0.01) $ -- $ -- ============= ============ ============= ============ Diluted earnings per share $ -- $ (0.01) $ -- $ -- ============= ============ ============= ============ Net earnings: Basic earnings per share $ 0.64 $ 0.46 $ 0.21 $ 0.15 ============= ============ ============= ============ Diluted earnings per share $ 0.62 $ 0.45 $ 0.21 $ 0.15 ============= ============ ============= ============ Average shares outstanding 664,748,107 657,787,590 666,107,144 658,612,804 ============= ============ ============= ============ Diluted shares outstanding 676,663,476 667,580,572 677,731,150 667,325,916 ============= ============ ============= ============ Dividends paid per common share $ 0.19 $ 0.16 $ 0.07 $ 0.06 ============= ============ ============= ============ </TABLE> 4
5 SYSCO CORPORATION and its Consolidated Subsidiaries CONSOLIDATED CASH FLOWS (Unaudited) (In Thousands) <TABLE> <CAPTION> 39 - Week Period Ended ------------------------------- March 31, 2001 April 1, 2000 -------------- ------------- <S> <C> <C> Cash flows from operating activities: Net earnings $ 422,744 $ 301,529 Add non-cash items: Cumulative effect of accounting change -- 8,041 Depreciation and amortization 182,236 161,982 Deferred tax (benefit) (29,117) (21,229) Provision for losses on accounts receivable 23,978 23,849 Additional investment in certain assets and liabilities, net of effect of businesses acquired: (Increase) in receivables (66,342) (110,171) (Increase) in inventories (64,798) (76,680) Decrease in prepaid expenses 1,869 4,716 Increase in accounts payable 37,301 125,629 Increase in accrued expenses 69,585 83,882 Increase in accrued income taxes 42,285 17,864 (Increase) in other assets (12,632) (44,229) -------------- ------------- Net cash provided by operating activities 607,109 475,183 -------------- ------------- Cash flows from investing activities: Additions to plant and equipment (245,593) (191,840) Sales and retirements of plant and equipment 7,450 10,882 Acquisition of businesses, net of cash acquired (9,345) (199,211) -------------- ------------- Net cash used for investing activities (247,488) (380,169) -------------- ------------- Cash flows from financing activities: Bank and commercial paper borrowings 12,196 114,386 Other debt (repayments) (40,132) (8,250) Common stock reissued from treasury 61,362 40,453 Treasury stock purchases (311,581) (173,681) Dividends paid (126,514) (105,469) -------------- ------------- Net cash used for financing activities (404,669) (132,561) -------------- ------------- Net (decrease) in cash (45,048) (37,547) Cash at beginning of period 159,128 149,303 -------------- ------------- Cash at end of period $ 114,080 $ 111,756 ============== ============= Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 48,145 $ 47,763 Income taxes 245,333 183,174 </TABLE> 5
6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources The liquidity and capital resources discussion included in Management's Discussion and Analysis of Financial Condition and Results of Operations of the Company's Fiscal 2000 Annual Report on Form 10-K remains applicable, other than the items described below, and should be read in conjunction with the following discussion. All share information has been subsequently adjusted for the 2-for-1 stock split on December 15, 2000, as applicable. In Fiscal 1992, the Company began a common stock repurchase program which continued into the second quarter of Fiscal 2001, resulting in the cumulative repurchase of approximately 160,000,000 shares of common stock. The Board of Directors authorized the repurchase of an additional 16,000,000 shares in July 1999. Under this authorization, 16,000,000 shares were purchased through December 31, 2000, including 7,563,200 shares bought in the first two quarters of Fiscal 2001. In November 2000, the Board authorized the repurchase of an additional 16,000,000 shares. Under this latest authorization 4,385,600 shares were purchased during the third quarter ended March 31, 2001. The increase in treasury stock purchases in the period ended March 31, 2001 primarily reflects shares repurchased for acquisitions. As of March 31, 2001, SYSCO's borrowings under its commercial paper program were $262,000,000. Such borrowings were $345,262,000 as of April 27, 2001. During the thirty-nine week period ended March 31, 2001, commercial paper and short-term bank borrowings ranged from approximately $157,631,000 to approximately $410,080,000. Long-term debt to capitalization ratio was 33% at March 31, 2001, under the Company's 35% to 40% targeted ratio. The long-term debt-to-capitalization ratio may from time to time exceed the target range in order to take advantage of acquisition and internal growth opportunities. The ratio may also fall below the target range due to strong cash flow from operations and relatively minimal share repurchases. On November 28, 2000, the Company filed with the Securities and Exchange Commission a shelf registration covering 15,000,000 shares of common stock to be issued from time to time in connection with acquisitions. No shares have been issued under this registration statement. 6
7 Results of Operations Sales increased 14.0% during the thirty-nine weeks and 13.2% in the third quarter of Fiscal 2001 over comparable periods of the prior year. Cost of sales also increased over the prior year 13.0% during the thirty-nine weeks and 12.3% in the third quarter of Fiscal 2001. Real sales growth for the thirty-nine weeks of Fiscal 2001 was 6.9% after eliminating the effects of 5.0% due to acquisitions and a 2.1% inflation in food costs. Real sales growth for the quarter was 5.0% after adjusting for a 5.2% increase due to acquisitions and 3.0% for food cost inflation. Food cost inflation during the thirty-nine and thirteen week periods was primarily attributable to higher costs for dairy, fresh and frozen meats, paper and disposables and produce. Operating expenses for the periods presented remained approximately the same as a percent of sales. Interest expense in Fiscal 2000 included interest income in the amount of $3,000,000 related to a Federal income tax refund on an amended return. After adjusting for this refund, interest expense in the current Fiscal 2001 periods decreased or remained approximately the same from the prior periods, primarily due to decreased borrowings. Income taxes for the periods presented reflect an effective rate of 38.25% this year compared to 38.5% last year. Pretax earnings and net earnings for the thirty-nine weeks, before the accounting change, increased 36.0% and 36.6%, respectively, over the prior year. Pretax earnings and net earnings for the thirteen weeks increased 36.1% and 36.6%, 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 territorial street customers and increasing sales of SYSCO brand products, both of which generate higher margins. Basic and diluted earnings per share increased 36.2% and 34.8%, respectively, for the thirty-nine weeks, before the accounting change, and 40.0% for the quarter. The increases were caused by the factors discussed above. 7
8 The following table sets forth the computation of basic and diluted net earnings per share after the accounting change: <TABLE> <CAPTION> 39-Week Period Ended 13-Week Period Ended ----------------------------- ----------------------------- Mar. 31, 2001 Apr. 1, 2000 Mar. 31, 2001 Apr. 1, 2000 ------------- ------------ ------------- ------------ <S> <C> <C> <C> <C> Numerator: Numerator for basic earnings per share -- income available to common shareholders $ 422,744,000 $301,529,000 $ 139,365,000 $101,995,000 ============= ============ ============= ============ Denominator: Denominator for basic earnings per share -- weighted-average shares 664,748,107 657,787,590 666,107,144 658,612,804 Effect of dilutive securities: Employee and director stock options 11,915,369 9,792,982 11,624,006 8,713,112 ------------- ------------ ------------- ------------ Denominator for diluted earnings per share -- adjusted for weighted-average shares and assumed conversions 676,663,476 667,580,572 677,731,150 667,325,916 ============= ============ ============= ============ Basic earnings per share $ 0.64 $ 0.46 $ 0.21 $ 0.15 ============= ============ ============= ============ Diluted earnings per share $ 0.62 $ 0.45 $ 0.21 $ 0.15 ============= ============ ============= ============ </TABLE> 8
9 Business Segment Information The Company, through its 126 operating companies, provides food and other products to the foodservice or "food-prepared-away-from-home" industry. Each of our operating companies generally represents a separate operating segment. Under the provisions of SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information" (SFAS No. 131), the Company has aggregated its operating companies into five segments, of which only Broadline and SYGMA are reportable segments as defined in SFAS No. 131. Broadline operating companies distribute a full line of food products and a wide variety of non-food products to both our traditional and chain restaurant customers. SYGMA operating companies distribute a full line of food products and a wide variety of non-food products to some of our chain restaurant customer locations. "Other" financial information is attributable to the Company's three other segments, including the Company's specialty produce, meat and lodging industry products segments. The Company's Canadian operations are insignificant for geographical disclosure purposes. The accounting policies for the segments are the same as those disclosed in the Company's Fiscal 2000 Annual Report on Form 10-K. Intersegment sales represent specialty produce and meat company products distributed by the Broadline and SYGMA operating companies. The segment results include allocation of centrally incurred costs for shared services that eliminate upon consolidation. Centrally incurred costs are allocated based upon the relative level of service used by each operating company. 9
10 <TABLE> <CAPTION> 39-Weeks Ended 13-Weeks Ended ----------------------------- ----------------------------- Mar. 31, 2001 Apr. 1, 2000 Mar. 31, 2001 Apr. 1, 2000 ------------- ------------ ------------- ------------ <S> <C> <C> <C> <C> Sales (in thousands, unaudited): Broadline $ 13,354,002 $ 12,218,041 $ 4,421,787 $ 4,095,787 SYGMA 1,783,469 1,580,622 587,089 515,121 Other 935,849 246,321 368,491 119,591 Intersegment sales (78,120) (13,480) (32,871) (7,564) ------------- ------------ ------------- ------------ Total $ 15,995,200 $ 14,031,504 $ 5,344,496 $ 4,722,935 ============= ============ ============= ============ </TABLE> <TABLE> <CAPTION> 39-Weeks Ended 13-Weeks Ended ----------------------------- ----------------------------- Mar. 31, 2001 Apr. 1, 2000 Mar. 31, 2001 Apr. 1, 2000 ------------- ------------ ------------- ------------ <S> <C> <C> <C> <C> Earnings before income taxes and cumulative effect of accounting change (in thousands, unaudited): Broadline $ 714,764 $ 555,005 $ 233,059 $ 179,527 SYGMA 10,533 1,311 4,755 3,206 Other 32,287 12,803 13,190 6,139 ------------- ------------ ------------- ------------ Total segments 757,584 569,119 251,004 188,872 Unallocated corporate expenses (72,978) (65,753) (25,312) (23,026) ------------- ------------ ------------- ------------ Total $ 684,606 $ 503,366 $ 225,692 $ 165,846 ============= ============ ============= ============ </TABLE> <TABLE> <CAPTION> Mar. 31, 2001 July 1, 2000 Apr. 1, 2000 ------------- ------------ ------------ (Unaudited) (Audited) (Unaudited) <S> <C> <C> <C> Assets (in thousands): Broadline $ 3,447,994 $ 3,302,796 $ 3,296,907 SYGMA 168,695 180,811 161,190 Other 393,615 238,761 241,288 ------------ ------------ ------------ Total segments 4,010,304 3,722,368 3,699,385 Corporate 1,397,572 1,091,587 1,030,096 ------------ ------------ ------------ Total $ 5,407,876 $ 4,813,955 $ 4,729,481 ============ ============ ============ </TABLE> 10
11 Broadline Segment The Broadline segment had 9.3% and 8.0% sales increases for the thirty-nine weeks and thirteen weeks ended March 31, 2001, respectively, as compared to sales for the periods ended April 1, 2000. These increases were due primarily to increased sales to marketing associate-served and multi-unit customers as well as increased sales of SYSCO brand products. Broadline segment sales as a percentage of total SYSCO sales decreased from 87% for the thirty-nine weeks and thirteen weeks ended April 1, 2000 to 83% for the thirty-nine weeks and thirteen weeks ended March 31, 2001, respectively. This decrease is due primarily to acquisitions of specialty meat and lodging industry product companies during the periods ended March 31, 2001, which are included in the Other segment. Pretax earnings for the Broadline segment increased by 28.8% and 29.8% for the thirty-nine weeks and thirteen weeks ended March 31, 2001, respectively, over the comparable prior year periods. The increases in pretax earnings were primarily a result of increases in sales described above and sales of SYSCO brand products, both of which generate higher margins. Competitive advantages and operating efficiencies gained from our technology investments in our Sysco Uniform Systems also contributed to our pretax earnings growth. SYGMA Segment The SYGMA segment had sales increases of 12.8% and 14.0% for the thirty-nine weeks and thirteen weeks ended March 31, 2001, respectively, as compared to sales for the periods ended April 1, 2000. These increases were due primarily to sales growth in SYGMA's existing customer base. SYGMA segment sales as a percentage of total SYSCO sales were 11.2% for the thirty-nine week periods ended March 31, 2001 and 11.3% for the thirty-nine weeks ended April 1, 2000, and 11.0% for the thirteen week period ended March 31, 2001 and 10.9% for the thirteen weeks ended April 1, 2000, respectively. Pretax earnings for the SYGMA segment increased by 803.4% and 48.3% for the thirty-nine weeks and thirteen weeks ended March 31, 2001, respectively, over the comparable prior year periods. The increase for the thirty-nine weeks ended March 31, 2001 compared to the prior year period was due to operating efficiencies and improved labor costs realized during the current fiscal year, as well as the $8.3 million charge recorded during the second quarter of fiscal 2000 for the shutdown of one of the SYGMA facilities. The increase in pretax earnings for the current quarter compared to the prior year was due to lower operating expenses and an increase in operating leverage of added sales to fixed costs. Other Segments Increases in sales and pretax earnings for the Other segments were due primarily to the timing of acquisitions made during the periods presented. 11
12 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 Georgia based distributor 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 Inc., a North America based distributor of produce. In December 2000, SYSCO acquired North Douglas Distributors, Ltd., a broadline foodservice distributor operating on Vancouver Island, British Columbia and Albert M. Briggs Company, a specialty meat distributor in Washington, D.C. In January 2001, SYSCO acquired certain operations of the Freedman Companies, a specialty meat supplier based in Houston, Texas. In March 2001, SYSCO acquired Guest Supply, Inc. through an exchange offer followed by a merger. Guest Supply is a specialty distributor to the lodging industry headquartered in Monmouth Junction, New Jersey. These transactions were accounted for using the purchase method of accounting and the accompanying financial statements for the thirty-nine weeks and thirteen weeks ended March 31, 2001 and 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 consolidated operating results or financial position from these transactions. The purchase price was allocated to the net assets acquired from these transactions based on the estimated fair value at the date of acquisition. The balances included in the Consolidated Balance Sheets related to acquisitions are based upon preliminary information and are subject to change when final asset and liability valuations are obtained. Material changes to the preliminary allocations are not anticipated by management. 12
13 Subsequent Events On May 4, 2001, SYSCO acquired H.R.I. Supply, Ltd., a broadline foodservice distributor located in Kelowna, B.C., Canada. New Accounting Pronouncements In the first quarter of Fiscal 2001, SYSCO adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." The adoption of SFAS No. 133 did not have a significant effect on SYSCO's consolidated results of operations or financial position. In December 1999, the Securities and Exchange Commission staff released Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition." SAB 101 provides guidance on the recognition, presentation and disclosure of revenue in financial statements. SYSCO is required to and will adopt SAB 101 in the fourth quarter of fiscal 2001 and believes that adoption will not have a significant effect on its consolidated results of operations or financial position. In September 2000, the FASB issued its final consensus on Emerging Issues Task Force Issue No. 00-10, "Accounting for Shipping and Handling Fees and Costs" (EITF 00-10). SYSCO is required to and will adopt EITF 00-10 in the fourth quarter of Fiscal 2001 and believes that adoption will have no effect on its consolidated results of operations or financial position. 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 March 31, 2001 the Company had outstanding $262,000,000 of commercial paper at variable rates of interest with maturities through June 22, 2001. The Company's remaining long-term debt obligations of $786,464,000 were primarily at fixed rates of interest. Because a relatively small portion of the Company's long-term debt bears interest at variable rates, SYSCO has no significant cash flow exposure due to interest rate changes for long-term debt obligations. 13
14 Forward-Looking Statements Certain statements made herein are forward-looking statements under the Private Securities Litigation Reform Act of 1995. They include statements regarding potential future repurchases under the share repurchase program, market risks, the impact of ongoing legal proceedings, anticipated capital expenditures, and SYSCO's ability to meet cash requirements while maintaining proper liquidity. These statements involve risks and uncertainties and are based on management's current expectations and estimates; actual results may differ materially. Those risks and uncertainties that could impact these statements include the risks relating to the foodservice distribution industry's relatively low profit margins and sensitivity to general economic conditions; SYSCO's leverage and debt risks; the ultimate outcome of litigation, and internal factors such as the ability to control expenses. In addition, share repurchases could be affected by market prices for the Company's securities 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. For a discussion of additional factors that could cause actual results to differ from those contained in the forward-looking statements, see SYSCO's Form 10-K for the fiscal year ended July 1, 2000 filed with the Securities and Exchange Commission. 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. During the thirteen week period March 31, 2001, in connection with the North Douglas acquisition and pursuant to certain escrow arrangements, the Company issued 31,969 Dividend Access Shares to the former owners of North Douglas. Each Dividend Access Share is convertible at any time into one share of SYSCO common stock. The right to convert will expire on December 7, 2010. The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. 14
15 Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None 15
16 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 May 12, 1999, incorporated by reference to Exhibit 3(b) 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 increasing authorized shares, incorporated by reference to Exhibit 3(d) to Form 10-Q for the quarter ended January 1, 2000 (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 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 Indenture, 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). 16
17 4(e) First Supplemental Indenture, dated June 27, 1995, between Sysco Corporation and First Union National 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 National 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, incorporated by reference to Exhibit 4(j) to Form 10-Q for the quarter ended January 1, 2000 (File No. 1-6544). *15(a) Letter from Arthur Andersen LLP dated May 14, 2001, re: unaudited financial statements. *15(b) Acknowledgement letter from Arthur Andersen LLP. - ---------- * Filed herewith. 17
18 (b) Reports on Form 8-K: On January 16, 2001, the Company filed a Form 8-K to attach a press release dated December 13, 2000 announcing its expected results of operations for the twenty-six and thirteen weeks ended December 30, 2000. (File No. 1-6544). On January 22, 2001, the Company filed a Form 8-K to attach a press release dated January 17, 2001 announcing results of operations for the twenty-six and thirteen weeks ended December 30, 2000. (File No. 1-6544). On January 22, 2001, the Company filed a Form 8-K to attach a press release dated January 16, 2001 announcing the completion of the acquisition of the Freedman Companies. On January 23, 2001, the Company filed a Form 8-K to attach a press release dated January 22, 2001 announcing the execution of a Merger Agreement and Plan of Reorganization with Guest Supply, Inc. On February 5, 2001, the Company filed a Form 8-K to attach a press release dated February 5, 2001 announcing the commencement of its exchange offer for all of the outstanding shares of Guest Supply, Inc. common stock. On March 1, 2001, the Company filed a Form 8-K to attach a press release dated February 26, 2001 announcing a subsequent offering period in connection with the Guest Supply exchange offer. On March 5, 2001, the Company filed a Form 8-K to attach a press release dated March 1, 2001 announcing the exchange ratio in connection with the Guest Supply exchange offer. On March 7, 2001, the Company filed a Form 8-K to attach a press release dated March 6, 2001 announcing the expiration of the initial offering period in connection with the Guest Supply exchange offer. On March 14, 2001, the Company filed a Form 8-K to attach a press release dated March 13, 2001 announcing the expiration of the subsequent offering period in connection with the Guest Supply exchange offer. 18
19 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 14, 2001 19
20 INDEX TO EXHIBITS <TABLE> <CAPTION> EXHIBIT NUMBER DESCRIPTION ------- ----------- <S> <C> 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 May 12, 1999, incorporated by reference to Exhibit 3(b) 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 increasing authorized shares, incorporated by reference to Exhibit 3(d) to Form 10-Q for the quarter ended January 1, 2000 (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 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). </TABLE>
21 <TABLE> <S> <C> 4(d) Senior Debt Indenture, 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 National 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 National 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, incorporated by reference to Exhibit 4(j) to Form 10-Q for the quarter ended January 1, 2000 (File No. 1-6544). </TABLE>
22 <TABLE> <S> <C> *15(a) Letter from Arthur Andersen LLP dated May 14, 2001, re: unaudited financial statements. *15(b) Acknowledgement letter from Arthur Andersen LLP. </TABLE> - ---------- * Filed herewith.