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 January 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 ----- ----- 330,007,564 shares of common stock were outstanding as of January 28, 2000. 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 3, 1999, consolidated balance sheet which was taken from the audited financial statements included in the Company's Fiscal 1999 Annual Report on Form 10-K. The financial statements include consolidated balance sheets, consolidated results of operations and consolidated cash flows. In the opinion of management, all adjustments, which consist of normal recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows for all periods presented, have been made. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Fiscal 1999 Annual Report on Form 10-K. A review of the financial information herein has been made by Arthur Andersen LLP, independent public accountants, in accordance with established professional standards and procedures for such a review. A letter from Arthur Andersen LLP concerning their review is included as Exhibit 15. 2
3 SYSCO CORPORATION and its Consolidated Subsidiaries CONSOLIDATED BALANCE SHEETS (In Thousands Except for Share Data) <TABLE> <CAPTION> Jan. 1, 2000 July 3, 1999 Dec. 26, 1998 ------------ ------------ ------------- (Unaudited) (Audited) (Unaudited) <S> <C> <C> <C> ASSETS Current assets Cash $ 95,851 $ 149,303 $ 109,246 Accounts and notes receivable, less allowances of $38,903, $21,095 and $35,539 1,444,083 1,334,371 1,310,972 Inventories 961,846 851,965 888,088 Deferred taxes 43,243 43,353 34,757 Prepaid expenses 31,075 29,775 27,934 ---------- ---------- ---------- Total current assets 2,576,098 2,408,767 2,370,997 Plant and equipment at cost, less depreciation 1,265,320 1,227,669 1,196,871 Goodwill and intangibles, less amortization 403,621 302,100 306,931 Other 173,424 158,046 156,330 ---------- ---------- ---------- Total other assets 577,045 460,146 463,261 ---------- ---------- ---------- Total assets $4,418,463 $4,096,582 $4,031,129 ========== ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Notes payable $ 13,273 $ 13,377 $ 10,812 Accounts payable 1,060,440 1,013,302 1,001,364 Accrued expenses 456,820 374,271 279,951 Accrued income taxes 3,422 6,103 5,274 Current maturities of long-term debt 20,833 20,487 115,387 ---------- ---------- ---------- Total current liabilities 1,554,788 1,427,540 1,412,788 Long-term debt 1,132,976 997,717 975,496 Deferred taxes 229,247 244,129 224,548 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 35,255 872 1,524 Retained earnings 2,165,683 2,032,068 1,909,068 ---------- ---------- ---------- 2,583,525 2,415,527 2,293,179 Less cost of treasury stock, 53,032,124, 52,915,065 and 49,271,826 shares 1,082,073 988,331 874,882 ---------- ---------- ---------- Total shareholders' equity 1,501,452 1,427,196 1,418,297 ---------- ---------- ---------- Total liabilities and shareholders' equity $4,418,463 $4,096,582 $4,031,129 ========== ========== ========== </TABLE> Note: The July 3, 1999 consolidated balance sheet has been taken from the audited financial statements at that date. 3
4 SYSCO CORPORATION and its Consolidated Subsidiaries CONSOLIDATED RESULTS OF OPERATIONS (Unaudited) (In Thousands Except for Share Data) <TABLE> <CAPTION> 26-Week Period Ended 13-Week Period Ended ---------------------------------- --------------------------------- Jan. 1, 2000 Dec. 26, 1998 Jan. 1, 2000 Dec. 26, 1998 -------------- -------------- -------------- -------------- <S> <C> <C> <C> <C> Sales $ 9,308,569 $ 8,439,305 $ 4,651,535 $ 4,246,675 Costs and expenses Cost of sales 7,565,198 6,895,541 3,771,998 3,469,496 Operating expenses 1,369,662 1,224,711 695,418 616,899 Interest expense 34,624 35,328 16,680 18,397 Other, net 1,565 415 1,754 245 -------------- -------------- -------------- -------------- Total costs and expenses 8,971,049 8,155,995 4,485,850 4,105,037 -------------- -------------- -------------- -------------- Earnings before income taxes 337,520 283,310 165,685 141,638 Income taxes 129,945 110,491 63,789 55,239 -------------- -------------- -------------- -------------- Net earnings before cumulative effect of accounting change 207,575 172,819 101,896 86,399 Cumulative effect of accounting change (8,041) -- -- -- -------------- -------------- -------------- -------------- Net earnings $ 199,534 $ 172,819 $ 101,896 $ 86,399 ============== ============== ============== ============== Earnings before accounting change: Basic earnings per share $ 0.63 $ 0.52 $ 0.31 $ 0.26 ============== ============== ============== ============== Diluted earnings per share $ 0.62 $ 0.51 $ 0.31 $ 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 $ 0.61 $ 0.52 $ 0.31 $ 0.26 ============== ============== ============== ============== Diluted earnings per share $ 0.60 $ 0.51 $ 0.31 $ 0.26 ============== ============== ============== ============== Average number of shares outstanding 328,701,719 334,367,309 328,478,205 333,885,574 ============== ============== ============== ============== Diluted average number of shares outstanding 333,686,134 338,039,496 333,544,018 337,894,965 ============== ============== ============== ============== Dividends paid per common share $ 0.20 $ 0.18 $ 0.10 $ 0.09 ============== ============== ============== ============== </TABLE> 4
5 SYSCO CORPORATION and its Consolidated Subsidiaries CONSOLIDATED CASH FLOWS (Unaudited) (In Thousands) <TABLE> <CAPTION> 26 - Week Period Ended ------------------------------- Jan. 1, 2000 Dec. 26, 1998 ------------ ------------- <S> <C> <C> Operating activities: Net earnings $ 199,534 $ 172,819 Add non-cash items: Cumulative effect of accounting change 8,041 -- Depreciation and amortization 106,932 98,093 Deferred (tax benefit) (14,538) (5,329) Provision for losses on accounts receivable 13,052 11,893 Additional investment in certain assets and liabilities, net of effect of businesses acquired: (Increase) in receivables (93,478) (107,255) (Increase) in inventories (95,694) (97,587) (Increase) in prepaid expenses (961) (1,339) Increase in accounts payable 31,037 152,205 Increase (decrease) in accrued expenses 79,605 (12,304) Increase (decrease) in accrued income taxes 1,762 (20,249) (Increase) in other assets (29,708) (21,063) ------------ ------------ Net cash provided by operating activities 205,584 169,884 ------------ ------------ Investing activities: Additions to plant and equipment (126,319) (147,589) Sales and retirements of plant and equipment 6,727 10,549 Acquisition of businesses, net of cash acquired (69,218) -- ------------ ------------ Net cash used for investing activities (188,810) (137,040) ------------ ------------ Financing activities: Bank and commercial paper borrowings (repayments) 135,219 (142,366) Other debt (repayments) borrowings (281) 219,791 Common stock reissued from treasury 31,277 22,175 Treasury stock purchases (170,522) (73,247) Dividends paid (65,919) (60,239) ------------ ------------ Net cash used for financing activities (70,226) (33,886) ------------ ------------ Net (decrease) in cash (53,452) (1,042) Cash at beginning of period 149,303 110,288 ------------ ------------ Cash at end of period $ 95,851 $ 109,246 ============ ============ Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 34,556 $ 29,331 Income taxes, net of refund 129,051 130,244 </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 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, 3,805,400 shares were purchased for $124,984,000 through January 1, 2000. The increase in treasury stock purchases in the period ended January 1, 2000 primarily reflects shares repurchased for acquisitions. As of January 1, 2000, SYSCO's borrowings under its commercial paper program were $349,115,000. During the 26 weeks ended January 1, 2000, commercial paper and short-term bank borrowings ranged from approximately $199,028,000 to $545,407,000. Long-term debt to capitalization ratio was 43% at January 1, 2000, exceeding the 35% to 40% target ratio due to the shares repurchased and cash paid for acquisitions. 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 $8,000,000 to comply with the required adoption of AICPA Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-up Activities." SOP 98-5 required the write-off of any unamortized costs of start-up activities and organization costs. Going forward such costs have been expensed as incurred. 6
7 Sales increased 10.3% during the 26 weeks and 9.5% in the second quarter of Fiscal 2000 over comparable periods of the prior year. Cost of sales also increased 9.7% during the 26 weeks and 8.7% in the second quarter of Fiscal 2000. Real sales growth for the 26 weeks of Fiscal 2000 was 8.9% after eliminating the effects of 1.8% due to acquisitions and a 0.4% deflation in food costs, due primarily to lower costs for dairy and poultry products. Real sales growth for the quarter was 7.7% after adjusting for a 2.4% increase due to acquisitions and a 0.6% for food cost deflation. Operating expenses for the current periods presented were above the prior periods 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. Interest expense in Fiscal 2000 is lower than the prior periods 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 would have been above last year due to higher borrowings. 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 26 weeks, before the accounting change, increased 19.1% and 20.1%, respectively, over the prior year. Pretax earnings and net earnings for the 13 weeks increased 17.0% and 17.9%, 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 21.2% and 21.5%, respectively, for the 26 weeks, before the accounting change, and 19.2% for the quarter. The increases were caused by the factors discussed above, along with the decrease in average shares outstanding for the periods presented, reflecting purchases of shares made through the Company's share repurchase program. A reconciliation of basic and diluted earnings per share follows. 7
8 The following table sets forth the computation of basic and diluted earnings per share: <TABLE> <CAPTION> 26-Week Period Ended 13-Week Period Ended --------------------------------- --------------------------------- Jan. 1, 2000 Dec. 26, 1998 Jan. 1, 2000 Dec. 26, 1998 -------------- -------------- -------------- -------------- <S> <C> <C> <C> <C> Numerator: Numerator for basic earnings per share -- income available to common shareholders $ 199,534,000 $ 172,819,000 $ 101,896,000 $ 86,399,000 ============== ============== ============== ============== Denominator: Denominator for basic earnings per share -- weighted-average shares 328,701,719 334,367,309 328,478,205 333,885,574 Effect of dilutive securities: Employee and director stock options 4,984,415 3,672,187 5,065,813 4,009,391 -------------- -------------- -------------- -------------- Denominator for diluted earnings per share -- adjusted for weighted-average shares 333,686,134 338,039,496 333,544,018 337,894,965 ============== ============== ============== ============== Basic earnings per share $ 0.61 $ 0.52 $ 0.31 $ 0.26 ============== ============== ============== ============== Diluted earnings per share $ 0.60 $ 0.51 $ 0.31 $ 0.26 ============== ============== ============== ============== </TABLE> 8
9 Acquisitions In July 1999, SYSCO acquired Newport Meat Co. Inc., a southern California based distributor of fresh aged beef and other meats, seafood and poultry products. In August 1999, the company acquired Doughtie's Foods, Inc., a food distributor located in Virginia and bought substantially all of the assets of Buckhead Beef Company, Inc., a distributor located in Georgia of custom-cut fresh steaks and other meats, seafood and poultry products. In November 1999, SYSCO acquired Malcolm Meats, an Ohio based distributor of custom-cut fresh steaks and other meat and poultry products. The transactions were accounted for using the purchase method of accounting and the financial statements for the 26 weeks and 13 weeks ended January 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. Subsequent Events On January 6, 2000, SYSCO entered into a letter of intent to acquire by merger FreshPoint Holdings, Inc., located in Dallas, Texas. FreshPoint is primarily a wholesale produce distributor in North America. On January 26, 2000, SYSCO acquired Watson Foodservice, Inc., a broadline foodservice distributor located in Lubbock, Texas. 9
10 Year 2000 SYSCO is not aware of any significant failures of its systems, software, hardware or those of its suppliers or customers as a result of the occurrence of the Year 2000 date change. The total costs incurred by SYSCO in its Year 2000 readiness effort did not have a material impact on the financial statements of the Company. While SYSCO continues to monitor the Year 2000 issue, it does not believe there will be a material adverse effect to its consolidated results of operations or financial position as a result of the Year 2000 issue. 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 January 1, 2000 the Company had outstanding $349,115,000 of commercial paper with maturities through February 22, 2000. The Company's remaining long-term debt obligations of $783,861,000 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, the impact of Year 2000 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 Fiscal 1999 Annual Report on Form 10-K. 10
11 PART II. OTHER INFORMATION Item 1. Legal Proceedings SYSCO is engaged in various legal proceedings which have arisen but have not been fully adjudicated. These proceedings, in the opinion of management, will not have a material adverse effect upon the consolidated financial position or results of operations of the company when ultimately concluded. Item 2. Changes in Securities and Use of Proceeds. None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders The Company's Annual Meeting of Stockholders was held on November 5, 1999 ("1999 Annual Meeting"). At the 1999 Annual Meeting the following persons were elected to serve as directors of the Company for three-year terms: John W. Anderson, Judith B. Craven, Bill M. Lindig, Richard G. Merrill and Phyllis S. Sewell. The terms of the following persons as directors of the Company continued after the 1999 Annual Meeting: Gordon M. Bethune, Colin G. Campbell, Charles H. Cotros, Frank A. Godchaux III, Jonathan Golden, Frank H. Richardson, Richard J. Schnieders, Arthur J. Swenka, Thomas B. Walker and John F. Woodhouse. At the 1999 Annual Meeting, the stockholders voted upon the directors as noted above, and on the approval of SYSCO Corporation's proposal to increase the number of authorized shares to one billion (1,000,000,000) shares. 11
12 The results of such votes were as follows: <TABLE> <CAPTION> NUMBER OF VOTES CAST ----------------------------------------------------------------------- Withheld & Broker Matter Voted Upon For Against Abstained Non-votes - ---------------------------------- -------------- -------------- -------------- -------------- <S> <C> <C> <C> <C> Election as Director: John W. Anderson 280,020,105 N/A 2,396,678 None Judith B. Craven 230,614,683 N/A 51,802,100 None Bill M. Lindig 280,022,619 N/A 2,394,164 None Richard G. Merrill 280,020,980 N/A 2,395,803 None Phyllis S. Sewell 280,050,492 N/A 2,366,291 None Approval of proposal to increase authorized shares to 1,000,000,000 264,931,181 16,159,101 1,326,501 None </TABLE> Item 5. Other Information On February 9, 2000, the Board of Directors announced a regular quarterly cash dividend of $0.12 per common share. On February 14, 2000 the Company issued a press release announcing a shelf registration covering 2,850,000 shares of common stock. The press release is filed herewith as Exhibit 99.1. 12
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). 3(d)# Certificate of Amendment of Certificate of Incorporation of SYSCO Corporation to increase authorized shares. 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). 13
14 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. 10(m)+# Sysco Corporation Split Dollar Life Insurance Plan. 10(n)+# Executive Compensation Adjustment Agreement - Bill M. Lindig. 10(o)+# Executive Compensation Adjustment Agreement - Charles H. Cotros. 10(p)+# First Amendment to Fifth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan dated effective June 29, 1997. 14
15 10(q)+# First Amendment to Amended and Restated Sysco Corporation Executive Deferred Compensation Plan dated effective June 29, 1997. 10(r)+# First Amendment to Sysco Corporation 1995 Management Incentive Plan dated effective June 29, 1997. 15# Letter from Arthur Andersen LLP dated February 10, 2000, re: unaudited interim consolidated financial statements. 27# Financial Data Schedule 99.1# Press release dated February 14, 2000. + Executive Compensation Arrangement pursuant to 601(b)(10) (iii)(A) of Regulation S-K. # Filed Herewith (b) Reports on Form 8-K: On October 21, 1999, the Company filed a Form 8-K to attach a press release dated October 20, 1999 announcing results of operations for the first quarter ended October 2, 1999 (File No. 1-6544). 15
16 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: February 10, 2000 16
17 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. 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).
18 NO. DESCRIPTION - -------- ----------------------------------------------------------------------- 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. 10(m)+# Sysco Corporation Split Dollar Life Insurance Plan. 10(n)+# Executive Compensation Adjustment Agreement - Bill M. Lindig. 10(o)+# Executive Compensation Adjustment Agreement - Charles H. Cotros. 10(p)+# First Amendment to Fifth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan dated effective June 29, 1997. 10(q)+# First Amendment to Amended and Restated Sysco Corporation Executive Deferred Compensation Plan dated effective June 29, 1997.
19 10(r)+# First Amendment to Sysco Corporation 1995 Management Incentive Plan dated effective June 29, 1997. 15# Letter from Arthur Andersen LLP dated February 10, 2000, re: unaudited interim consolidated financial statements. 27# Financial Data Schedule 99.1# Press release dated February 14, 2000. + Executive Compensation Arrangement pursuant to 601(b)(10)(iii)(A) of Regulation S-K. # Filed Herewith