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 December 30, 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 ----- ----- 669,085,434 shares of common stock were outstanding as of January 26, 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. 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> Dec. 30, 2000 July 1, 2000 Jan. 1, 2000 ------------- ------------ ------------ (Unaudited) (Audited) (Unaudited) <S> <C> <C> <C> ASSETS Current assets Cash $ 117,506 $ 159,128 $ 95,851 Accounts and notes receivable, less allowances of $48,390, $27,628 and $38,903 1,567,018 1,519,038 1,444,083 Inventories 1,021,084 937,899 961,846 Deferred taxes 81,666 72,041 43,243 Prepaid expenses 43,188 45,109 31,075 ---------- ---------- ---------- Total current assets 2,830,462 2,733,215 2,576,098 Plant and equipment at cost, less depreciation 1,404,459 1,344,693 1,265,320 Goodwill and intangibles, less amortization 518,574 503,039 403,621 Other assets 234,823 233,008 173,424 ---------- ---------- ---------- Total other assets 753,397 736,047 577,045 ---------- ---------- ---------- Total assets $4,988,318 $4,813,955 $4,418,463 ========== ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Notes payable $ 26,116 $ 31,109 $ 13,273 Accounts payable 1,197,479 1,186,721 1,060,440 Accrued expenses 574,660 527,233 456,820 Accrued income taxes 14,769 17,914 3,422 Current maturities of long-term debt 22,863 19,958 20,833 ---------- ---------- ---------- Total current liabilities 1,835,887 1,782,935 1,554,788 Long-term debt 1,069,355 1,023,642 1,132,976 Deferred taxes 243,496 245,810 229,247 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 shares and 382,587,450 shares 765,175 382,587 382,587 Paid-in capital 16,261 76,967 35,255 Retained earnings 2,242,270 2,332,238 2,165,683 ---------- ---------- ---------- 3,023,706 2,791,792 2,583,525 Less cost of treasury stock, 101,426,852, 51,102,663 and 53,032,124 shares 1,184,126 1,030,224 1,082,073 ---------- ---------- ---------- Total shareholders' equity 1,839,580 1,761,568 1,501,452 ---------- ---------- ---------- Total liabilities and shareholders' equity $4,988,318 $4,813,955 $4,418,463 ========== ========== ========== </TABLE> Note: The July 1, 2000 balance sheet has been taken from the audited financial statements at that date. Share information has been adjusted for the 2-for-1 stock split on December 15, 2000. 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 ------------------------------ ------------------------------ Dec. 30, 2000 Jan. 1, 2000 Dec. 30, 2000 Jan. 1, 2000 ------------- ------------- ------------- ------------- <S> <C> <C> <C> <C> Sales $ 10,650,704 $ 9,308,569 $ 5,290,530 $ 4,651,535 Costs and expenses Cost of sales 8,573,771 7,565,198 4,250,987 3,771,998 Operating expenses 1,583,171 1,369,662 795,674 695,418 Interest expense 35,435 34,624 18,034 16,680 Other, net (587) 1,565 46 1,754 ------------- ------------- ------------- ------------- Total costs and expenses 10,191,790 8,971,049 5,064,741 4,485,850 ------------- ------------- ------------- ------------- Earnings before income taxes 458,914 337,520 225,789 165,685 Income taxes 175,535 129,945 86,364 63,789 ------------- ------------- ------------- ------------- Earnings before cumulative effect of accounting change 283,379 207,575 139,425 101,896 Cumulative effect of accounting change -- (8,041) -- -- Net earnings $ 283,379 $ 199,534 $ 139,425 $ 101,896 ============= ============= ============= ============= Earnings before accounting change: Basic earnings per share $ 0.43 $ 0.32 $ 0.21 $ 0.16 ============= ============= ============= ============= Diluted earnings per share $ 0.42 $ 0.31 $ 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 $ 0.43 $ 0.30 $ 0.21 $ 0.16 ============= ============= ============= ============= Diluted earnings per share $ 0.42 $ 0.30 $ 0.21 $ 0.15 ============= ============= ============= ============= Average shares outstanding 664,070,815 657,403,438 664,089,758 656,956,410 ============= ============= ============= ============= Diluted shares outstanding 675,428,912 667,372,268 675,760,002 667,088,036 ============= ============= ============= ============= Dividends paid per common share $ 0.12 $ 0.10 $ 0.06 $ 0.05 ============= ============= ============= ============= </TABLE> Note: All share information has been adjusted for the 2-for-1 stock split on December 15, 2000. 4
5 SYSCO CORPORATION and its Consolidated Subsidiaries CONSOLIDATED CASH FLOWS (Unaudited) (In Thousands) <TABLE> <CAPTION> 26 - Week Period Ended ----------------------------- Dec. 30, 2000 Jan. 1, 2000 ------------- ------------ <S> <C> <C> Operating activities: Net earnings $ 283,379 $ 199,534 Add non-cash items: Cumulative effect of accounting change -- 8,041 Depreciation and amortization 118,950 106,932 Deferred tax (benefit) (12,016) (14,538) Provision for losses on accounts receivable 16,472 13,052 Additional investment in certain assets and liabilities, net of effect of businesses acquired: (Increase) in receivables (57,345) (93,478) (Increase) in inventories (78,315) (95,694) Decrease (increase) in prepaid expenses 2,083 (961) Increase in accounts payable 4,713 31,037 Increase in accrued expenses 45,960 79,605 (Decrease) increase in accrued income taxes (3,145) 1,762 (Increase) in other assets (7,546) (29,708) --------- --------- Net cash provided by operating activities 313,190 205,584 --------- --------- Investing activities: Additions to plant and equipment (159,357) (126,319) Sales and retirements of plant and equipment 2,549 6,727 Acquisition of businesses, net of cash acquired (4,136) (69,218) --------- --------- Net cash used for investing activities (160,944) (188,810) --------- --------- Financing activities: Bank and commercial paper borrowings 42,858 135,219 Other debt (repayments) (4,475) (281) Common stock reissued from treasury 47,410 31,277 Treasury stock purchases (199,615) (170,522) Dividends paid (80,046) (65,919) --------- --------- Net cash used for financing activities (193,868) (70,226) --------- --------- Net (decrease) in cash (41,622) (53,452) Cash at beginning of period 159,128 149,303 --------- --------- Cash at end of period $ 117,506 $ 95,851 ========= ========= Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 35,432 $ 34,556 Income taxes 187,977 129,051 </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. All share information has been 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 2000, resulting in the cumulative repurchase of 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 30, 2000, including 7,563,200 shares bought in the first two quarters of Fiscal 2001. The increase in treasury stock purchases in the period ended December 30, 2000 primarily reflects shares repurchased for acquisitions. In November 2000, the Board authorized the repurchase of an additional 16,000,000 shares. As of December 30, 2000, SYSCO's borrowings under its commercial paper program were $298,058,000. Such borrowings were $373,371,000 as of January 27, 2001. During the 26-week period ended December 30, 2000, commercial paper and short-term bank borrowings ranged from approximately $157,631,000 to approximately $395,745,000. Long-term debt to capitalization ratio was 36.8% at December 30, 2000, within 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 low 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 can be issued in connection with additional acquisitions under the Company's shelf registration filed on February 10, 2000. 6
7 Results of Operations Sales increased 14.4% during the 26 weeks and 13.7% in the second quarter of Fiscal 2001 over comparable periods of the prior year. Cost of sales also increased 13.3% during the 26 weeks and 12.7% in the second quarter of Fiscal 2001. Real sales growth for the 26 weeks of Fiscal 2001 was 7.9% after eliminating the effects of 4.9% due to acquisitions and a 1.6% inflation in food costs, due primarily to higher costs for fresh and frozen meat and paper and disposables. Real sales growth for the quarter was 7.6% after adjusting for a 4.6% increase due to acquisitions and 1.5% for food cost inflation primarily due to higher costs for 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 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 26 weeks, before the accounting change, increased 36.0% and 36.5%, respectively, over the prior year. Pretax earnings and net earnings for the 13 weeks increased 36.3% and 36.8%, 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 34.4% and 35.5%, respectively, for the 26 weeks, before the accounting change, and 31.3% and 40.0%, respectively, 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: <TABLE> <CAPTION> 26-Week Period Ended 13-Week Period Ended ---------------------------- --------------------------- Dec. 30, 2000 Jan. 1, 2000 Dec. 30, 2000 Jan. 1, 2000 ------------- ------------ ------------- ------------ <S> <C> <C> <C> <C> Numerator: Numerator for basic earnings per share -- income available to common shareholders $283,379,000 $199,534,000 $139,425,000 $101,896,000 ============ ============ ============ ============ Denominator: Denominator for basic earnings per share -- weighted-average shares 664,070,815 657,403,438 664,089,758 656,956,410 Effect of dilutive securities: Employee and director stock options 11,358,097 9,968,830 11,670,244 10,131,626 ------------ ------------ ------------ ------------ Denominator for diluted earnings per share -- adjusted for weighted-average shares 675,428,912 667,372,268 675,760,002 667,088,036 ============ ============ ============ ============ Basic earnings per share $ 0.43 $ 0.30 $ 0.21 $ 0.16 ============ ============ ============ ============ Diluted earnings per share $ 0.42 $ 0.30 $ 0.21 $ 0.15 ============ ============ ============ ============ </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 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. The transactions were accounted for using the purchase method of accounting and the accompanying financial statements for the 13 weeks and 26 weeks ended December 30, 2000 and 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 consolidated operating results or financial position from these transactions. The purchase price was allocated to the net assets acquired 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. Subsequent Events On January 16, 2001, SYSCO acquired certain operations of the Freedman Companies, a specialty meat supplier based in Houston, Texas. On January 22, 2001, SYSCO entered into a definitive merger agreement and plan of reorganization pursuant to which SYSCO will acquire 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. 9
10 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 not have a significant effect on SYSCO's 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 December 30, 2000 the Company had outstanding $298,058,000 of commercial paper at variable rates of interest with maturities through March 14, 2001. The Company's remaining long-term debt obligations of $771,297,000 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. 10
11 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. On December 7, 2000, in connection with the acquisition by merger of North Douglas Distributors, Ltd. ("North Douglas"), a subsidiary of SYSCO issued 376,520 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. 11
12 During the 26 weeks ended December 30, 2000, in connection with certain acquisitions completed during the fiscal year ended July 1, 2000, and pursuant to certain escrow or earnout arrangements, the Company issued the following unregistered, restricted shares to the former owners of the following companies: Newport Meat Co., Inc. 32,011 shares Buckhead Beef Company, Inc. 32,225 shares Malcolm Meats 11,765 shares 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 The Company's Annual Meeting of Stockholders was held on November 3, 2000 ("2000 Annual Meeting"). At the 2000 Annual Meeting the following persons were elected to serve as directors of the Company for three-year terms: Charles H. Cotros, Jonathan Golden, Thomas E. Lankford and Richard J. Schnieders. The terms of the following persons as directors of the Company continued after the 2000 Annual Meeting: John W. Anderson, Gordon M. Bethune, Colin T. Campbell, Judith B. Craven, M.D., Frank A. Godchaux III, Richard G. Merrill, Frank H. Richardson, Phyllis S. Sewell and John F. Woodhouse. Mr. Bethune subsequently resigned on November 8, 2000. At the 2000 Annual Meeting, the stockholders voted upon the directors as noted above and on: (a) Approval of the SYSCO Corporation 2000 Management Incentive Plan; and (b) Approval of the SYSCO Corporation 2000 Stock Incentive Plan. 12
13 The results of such votes were as follows: <TABLE> <CAPTION> NUMBER OF VOTES CAST ------------------------------------------------------------------- Against/ Broker Matter Voted Upon For Withheld Abstained Non-Votes ----------------- ----------- --------- --------- ---------- <S> <C> <C> <C> <C> Election as Director: Charles H. Cotros 267,592,309 2,640,808 N/A N/A Jonathan Golden 265,870,273 4,362,843 N/A N/A Thomas E. Lankford 267,393,202 2,839,915 N/A N/A Richard J. Schnieders 267,619,845 2,613,271 N/A N/A Approval of 2000 Management Incentive Plan 221,924,679 13,172,643 1,688,369 33,357,263 Approval of the 2000 Stock Incentive Plan 170,051,541 65,075,580 1,653,172 33,362,661 </TABLE> Item 5. Other Information None 13
14 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 May 12, 1999, incorporated by reference to Exhibit 3(b) to 3(b) 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 Form10-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). 14
15 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 February 9, 2001, re: unaudited financial statements. *15(b) Acknowledgement letter from Arthur Andersen LLP. ------------ * Filed herewith. 15
16 (b) Reports on Form 8-K: On October 20, 2000, the Company filed a Form 8-K to attach a press release dated October 18, 2000 announcing results of operations for the 13 weeks ended September 30, 2000. (File No. 1-6544). On October 26, 2000, the Company filed a Form 8-K to update the description of its capital stock. (File No. 1-6544). On November 6, 2000, the Company filed a Form 8-K to attach a press release dated November 3, 2000 announcing a two-for-one stock split, an increase in the quarterly cash dividend and approval of the repurchase of 16 million shares of the Company's stock. (File No. 1-6544). 16
17 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 ----------------------------------- John K. Stubblefield, Jr. Executive Vice President, Finance and Administration Date: February 9, 2001 17
18 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 9, 2001 17
19 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 May 12, 1999, incorporated by reference to Exhibit 3(b) 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 Form10-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).
20 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).
21 *15(a) Letter from Arthur Andersen LLP dated February 9, 2001, re: unaudited financial statements. *15(b) Acknowledgement letter from Arthur Andersen LLP. ------------ * Filed herewith.