Comprehensive income is net earnings plus certain other items that are recorded directly to shareholders’ equity. Comprehensive income was $1,018,664,000, $1,030,025,000 $953,620,000 and $930,140,000$953,620,000 in fiscal 2008, 2007 2006 and 2005,2006, respectively.
A summary of the components of other comprehensive income (loss) and the related tax effects for each of the years presented is as follows:
Vesting requirements for awards under this plan will vary by individual grant and may include either time-based vesting or time-based vesting subject to acceleration based on performance criteria.criteria for fiscal periods of at least one year. The contractual life of all options granted under this plan will be no greater than seven years. As of June 30, 2007,28, 2008, there were 12,523,95023,666,732 remaining shares authorized and available for grant in total under the 20042007 Stock Option Plan.Incentive Plan, 18,666,732 shares that may be issued as options or stock appreciation rights and 5,000,000 shares that may be issued as restricted stock, restricted stock units or other types of stock-based awards.
SYSCO has also granted employee options under several previous employee stock option plans for which previously granted options remain outstanding as of June 30, 2007.28, 2008. No new options will be issued under any of the prior plans, as future grants to employees will be made through the 20042007 Stock OptionIncentive Plan or subsequently adopted plans. Vesting requirements for awards under these plans vary by individual grant and include either time-based vesting or time-based vesting subject to acceleration based on performance criteria. The contractual life of all options granted under these plans through July 3, 2004 is 10 years; options granted after July 3, 2004 have a contractual life of seven years.
SYSCO’s 2005 Non-Employee Directors Stock Plan was adopted in fiscal 2006 and reservesprovides for the issuance of up to 550,000 shares of SYSCO common stock for grantsshare-based awards to non-employee directors indirectors. Of the form of550,000 shares authorized under the 2005 Non-Employee Directors Stock Plan, up to 220,000 shares may be issued as options, up to 320,000 shares may be issued as stock grants or restricted stock units and up to 10,000 shares may be issued as dividend equivalents. In addition, options and unvested common shares also remained outstanding as of June 30, 200728, 2008 under previous non-employee director stock plans. No further grants will be made under these previous plans, as all future grants to non-employee directors will be made through the 2005 Non-Employee Directors Stock Plan or subsequently adopted plans. Vesting requirements for awards under these plans vary by individual grant and include either time-based vesting or time-based vesting subject to acceleration based on performance criteria. The contractual life of all options granted under these plans through July 3, 2004 is 10 years; options granted after July 3, 2004 have a contractual life of seven years. As of June 30, 2007,28, 2008, there were 389,872337,442 remaining shares authorized and available for grant in total under the 2005 Non-Employee Directors Stock Plan.Plan, 153,500 shares that may be issued as options, 173,942 shares that may be issued as stock grants or restricted stock units and 10,000 shares that may be issued as dividend equivalents.
Stock Options
Certain of SYSCO’s option awards are generally subject to graded vesting over a service period. In those cases, SYSCO recognizes compensation cost on a straight-line basis over the requisite service period for the entire award. In other cases, certain of SYSCO’s option awards provide for graded vesting over a service period but include a performance-based provision allowing for accelerated vesting. In these cases, if it is probable that the performance condition will be met, SYSCO recognizes compensation cost on a straight-line basis over the shorter performance period; otherwise, it will recognize compensation cost over the longer service period.
In addition, certain of SYSCO’s options provide that the options continue to vest as if the optionee continued to be an employee or director if the optionee meets certain age and years of service thresholds upon retirement. In these cases, for awards granted through July 2, 2005, SYSCO will recognize the compensation cost for such awards over the service period and accelerate any remaining unrecognized compensation cost when the employee retires. Due to the adoption of SFAS 123(R), for awards granted subsequent to July 2, 2005, SYSCO will recognize compensation cost for such awards over the period from the grant date to the date the employee or director first becomes eligible to retire with the options continuing to vest after retirement. If SYSCO had recognized compensation cost for such awards over the period from the grant date to the date the employee or the director first became eligible to retire with the options continuing to vest after retirement for all periods presented, recognized compensation cost would have been $8,307,000, $11,698,000 and $23,907,000 lower for fiscal 2008, 2007 and 2006, respectively. There would be no impact to recognized compensation cost for fiscal 2005, as the company was accounting for stock compensation under APB 25, under which no compensation expense was recognized for stock option grants.
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The fair value of each option award is estimated as of the date of grant using a Black-Scholes option pricing model. The weighted average assumptions for the periods indicated are noted in the following table. Expected volatility is based on historical volatility of SYSCO’s stock, implied volatilities from traded options on SYSCO’s stock and other factors. SYSCO utilizes historical data to estimate option exercise and employee termination behavior within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. Expected dividend yield is estimated based on the historical pattern of dividends and the average stock price for the year preceding the option grant. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The following weighted-average assumptions were used for each fiscal year presented:
| | | | | | | | | | | | |
| | 2007 | | 2006 | | 2005 |
Dividend yield | | | 2.20 | % | | | 1.40 | % | | | 1.45 | % |
Expected volatility | | | 21 | % | | | 23 | % | | | 22 | % |
Risk-free interest rate | | | 4.7 | % | | | 3.9 | % | | | 3.4 | % |
Expected life | | 5 years | | 5 years | | 5 years |
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| | | | | | |
| | 2008 | | 2007 | | 2006 |
|
Dividend yield | | 2.6% | | 2.2% | | 1.4% |
Expected volatility | | 23% | | 21% | | 23% |
Risk-free interest rate | | 3.8% | | 4.7% | | 3.9% |
Expected life | | 4.5 years | | 5.1 years | | 5.2 years |
The following summary presents information regarding outstanding options as of June 30, 200728, 2008 and changes during the fiscal year then ended with regard to options under all stock option plans:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Weighted | | Weighted Average | | | | | | | Weighted
| | Weighted Average
| | | |
| | Shares | | Average | | Remaining | | Aggregate | | | Shares
| | Average
| | Remaining
| | Aggregate
| |
| | Under | | Exercise | | Contractual Term | | Intrinsic | | | Under
| | Exercise
| | Contractual Term
| | Intrinsic
| |
| | Option | | Price Per Share | | (in years) | | Value | | | Option | | Price Per Share | | (in years) | | Value | |
Outstanding as of July 1, 2006 | | 65,516,669 | | $ | 28.60 | | |
| |
Outstanding as of June 30, 2007 | | | | 63,436,658 | | | $ | 29.38 | | | | | | | | | |
Granted | | 6,539,200 | | 31.70 | | | | 6,438,968 | | | | 33.39 | | | | | | | | | |
Exercised | | | (7,595,620 | ) | | 24.45 | | | | (3,702,300 | ) | | | 23.74 | | | | | | | | | |
Forfeited | | | (774,282 | ) | | 31.82 | | | | (540,700 | ) | | | 32.25 | | | | | | | | | |
Expired | | | (249,308 | ) | | 28.87 | | | | (388,326 | ) | | | 32.24 | | | | | | | | | |
| | | | | | |
Outstanding as of June 30, 2007 | | 63,436,659 | | $ | 29.38 | | 4.83 | | $ | 229,847,000 | | |
Outstanding as of June 28, 2008 | | | | 65,244,300 | | | $ | 30.05 | | | | 4.14 | | | $ | 46,439,000 | |
| | | | | | | | | | | | | | | | | | |
Vested or expected to vest as of June 30, 2007 | | 61,688,263 | | $ | 29.30 | | 4.82 | | $ | 228,224,000 | | |
Vested or expected to vest as of June 28, 2008 | | | | 63,608,630 | | | $ | 29.99 | | | | 4.13 | | | $ | 46,436,000 | |
| | | | | | | | | | | | | | | | | | |
Exercisable as of June 30, 2007 | | 45,154,040 | | $ | 28.35 | | 4.62 | | $ | 209,525,000 | | |
Exercisable as of June 28, 2008 | | | | 47,411,023 | | | $ | 29.14 | | | | 3.80 | | | $ | 45,499,000 | |
| | | | | | | | | | | | | | | | | | |
The total number of employee options granted was 6,438,968, 6,504,200 4,826,500 and 8,515,0004,826,500 in fiscal years 2008, 2007 and 2006, respectively. During fiscal 2008, 699,000 options were granted to 12 executive officers and 2005, respectively.5,739,968 options were granted to approximately 1,500 other key employees. During fiscal 2007, 594,000 options were granted to 9 executive officers and 5,910,200 options were granted to approximately 1,600 other key employees. During fiscal 2006, 876,000 options were granted to 17 executive officers and 3,950,500 options were granted to approximately 1,200 other key employees. During fiscal 2005, 2,763,000 options were granted to approximately 2,700 non-executive employees based on tenure, 557,000 options were granted to 18 executive officers and 5,195,000 options were granted to approximately 1,700 other key employees.
The weighted average grant-date fair value of options granted in fiscal 2008, 2007 and 2006 was $6.50, $6.85 and 2005 were $6.85, $7.83, and $7.12, respectively. The total intrinsic value of options exercised during fiscal 2008, 2007 and 2006, was $33,601,000, $73,124,000 and 2005, was $73,124,000, $48,928,000, and $81,220,000, respectively.
Employees’ Stock Purchase Plan
SYSCO has an Employees’ Stock Purchase Plan that permits employees to invest in SYSCO common stock by means of periodic payroll deductions at 85% of the closing price on the last business day of each calendar quarter. TheIn November 2007, the Employees’ Stock Purchase Plan was amended to reserve an additional 6,000,000 shares of SYSCO common stock for issuance under the plan. Including the additional 6,000,000 shares reserved in fiscal 2008, the total number of shares which may be sold pursuant to the plan may not exceed 68,000,00074,000,000 shares, of which 3,186,0987,416,677 remained available as of June 30, 2007.28, 2008.
During fiscal 2007, 1,708,2502008, 1,769,421 shares of SYSCO common stock were purchased by the participants as compared to 1,708,250 shares purchased in fiscal 2007 and 1,840,764 shares purchased in fiscal 2006 and 1,712,244 shares purchased in fiscal 2005.2006. In July 2007, 433,4982008, 495,245 shares were purchased by participants.
The weighted average fair value of employee stock purchase rights issued pursuant to the Employees’ Stock Purchase Plan was $4.81, $5.02 $4.88 and $5.19$4.88 per share during fiscal 2008, 2007 2006 and 2005,2006, respectively. The fair value of the stock purchase rights was calculated as the difference between the stock price at date of issuance and the employee purchase price.
Management Incentive Compensation
SYSCO’s Management Incentive Plan compensates key management personnel for specific performance achievements. TheWith respect to bonuses for fiscal 2008 and earlier years, the bonuses earned and expensed under this plan arewere paid in the following fiscal year in both cash and stock or deferred for payment in future years at the election of each participant. The stock awards under this plan immediately vest upon issuance; however, participants are restricted from selling, transferring, giving or otherwise conveying the shares for a period of two years from the date of issuance of such shares. The fair value of the stock issued under the Management Incentive Plan is based on the stock price less a 12% discount for post-vesting restrictions. The discount for post-vesting restrictions is estimated based on restricted stock studies and by calculating the cost of a hypothetical protective put option over the restriction period.
A total of 588,143 shares, 323,822 shares 617,637 shares and 1,001,624617,637 shares at a fair value of $32.99, $30.56 and $36.25, and $34.80respectively, were issued pursuant to this plan in fiscal 2008, 2007 2006 and 2005,2006, respectively, for bonuses earned in the preceding fiscal years. As of June 30, 2007,28, 2008, there were 2,800,0002,211,857 remaining shares that may be issued under the Management Incentive Plan. In August 2007, 588,1432008, 672,087 shares were issued in payment of the stock
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portion of the bonuses earned in fiscal 2007.2008. In May 2008, the Management Incentive Plan was amended to remove the stock component of the bonus structure. Therefore, there will be no stock award component for the fiscal 2009 bonuses under this plan.
Non-Employee Director Stock Grants
Each
Prior to fiscal 2008, one-time retainer awards were granted to newly elected director is granted a one-time retainer award of 6,000 shares of SYSCO common stockdirectors under the 2005 Non-Employee Directors Stock Plan. These awards were of 6,000 shares of SYSCO common stock that vest one-third every year over a three-year period. In fiscal 2007, 12,000 shares in the aggregate of restricted stock were granted to two non-employee directors as one-time retainer awards under the 2005 Non-Employee Directors Stock Plan. There were no one-time retainer awards issued in fiscal 2006. The 2005Non-Employee Directors Stock Plan was amended during fiscal 2008 to discontinue the issuance of one-time retainer awards under the plan.
In addition, there are one-time retainer awards outstanding under the Non-Employee Directors Stock Plan, which was replaced by the 2005 Non-Employee Directors Stock Plan. In fiscal 2005, 4,000 shares of restricted stock were granted to one non-employee
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director as a one-time retainer award under the Non-Employee Directors Stock Plan. This fiscal 2005 award and the otherThe remaining outstanding unvested awards under this plan vest over a six-year period if certain earnings goals are met.
The 2005 Non-Employee Directors Stock Plan provides for the issuance of restricted stock to current non-employee directors. During fiscal 2008, 2007 and 2006, 52,430, 30,000 and 27,000 shares, respectively, of restricted stock were granted to non-employee directors. These shares will vest ratably over a three-year period.
The total amount of unvested shares related to the one-time retainer awards and other restricted stock awards as of June 30, 200728, 2008 was not significant.
Non-employee directors may also elect to receive up to 50% of their annual directors’ fees in SYSCO common stock. SYSCO provides a matching grant of 50% of the number of shares received for the stock election. As a result of such elections, a total of 13,051, 11,721 12,907 and 11,83612,907 shares with a weighted-average grant date fair value of $33.33, $33.80 $33.63 and $35.38$33.63 per share were issued in fiscal 2008, 2007 and 2006, and 2005, respectively.respectively
All Share-Based Payment Arrangements
The total share-based compensation cost that has been recognized in results of operations was $80,650,000, $97,985,000, $126,837,000 and $19,749,000$126,837,000 for fiscal 2008, 2007 2006 and 2005,2006, respectively, and is included within operating expenses in the consolidated results of operations. The total income tax benefit recognized in results of operations for share-based compensation arrangements was $15,722,000, $21,549,000, $15,607,000 and $8,597,000$15,607,000 for fiscal 2008, 2007 2006 and 2005,2006, respectively.
As of June 30, 2007,28, 2008, there was $82,175,000$66,432,000 of total unrecognized compensation cost related to share-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 2.682.88 years.
Cash received from option exercises was $88,443,000, $172,734,000 $93,337,000 and $124,701,000$93,337,000 during fiscal 2008, 2007 2006 and 2005,2006, respectively. The actual tax benefit realized for the tax deductions from option exercises totaled $9,371,000, $22,575,000, $12,507,000 and $20,887,000$12,507,000 during fiscal 2008, 2007 2006 and 2005,2006, respectively.
Pro Forma Net Earnings
The following table provides pro forma net earnings and earnings per share had SYSCO applied the fair value method of SFAS 123 for fiscal 2005:
| | | | |
| | 2005 | |
Net earnings: | | | | |
Reported net earnings | | $ | 961,457,000 | |
Add: Stock-based employee compensation expense included in reported earnings, net of related tax effects(1) | | | 11,152,000 | |
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects | | | (98,815,000 | ) |
| | | |
Pro forma net earnings | | $ | 873,794,000 | |
| | | |
Basic earnings per share: | | | | |
Reported basic earnings per share | | $ | 1.51 | |
Pro forma basic earnings per share | | | 1.37 | |
Diluted earnings per share: | | | | |
Reported diluted earnings per share | | $ | 1.47 | |
Pro forma diluted earnings per share | | | 1.36 | |
| | |
(1)16. | | Amounts represent the after-tax compensation costs for stock grants.INCOME TAXES |
The pro forma presentation includes only options granted after 1995.
14. INCOME TAXESIncome Tax Provisions
The income tax provision for each fiscal year consists of the following:
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | 2008 | | 2007 | | 2006 | |
| | 2007 | | 2006 | | 2005 | |
United States federal income taxes | | $ | 539,997,000 | | $ | 486,642,000 | | $ | 485,499,000 | | | $ | 584,584,000 | | | $ | 539,997,000 | | | $ | 486,642,000 | |
State, local and foreign income taxes | | 80,142,000 | | 62,264,000 | | 78,480,000 | | |
State and local income taxes | | | | 79,587,000 | | | | 63,139,000 | | | | 45,738,000 | |
Foreign income taxes | | | | 21,016,000 | | | | 17,003,000 | | | | 16,526,000 | |
| | | | | | | | | | | | | | |
Total | | $ | 620,139,000 | | $ | 548,906,000 | | $ | 563,979,000 | | | $ | 685,187,000 | | | $ | 620,139,000 | | | $ | 548,906,000 | |
| | | | | | | | | | | | | | |
Included in the income taxes charged to earnings are net deferred tax provisions of $642,357,000, $566,334,000, $533,108,000, and $554,850,000$533,108,000 in fiscal 2008, 2007 2006 and 2005,2006, respectively. The deferred tax provisions result from the effects of net changes during the year in deferred tax assets and liabilities arising from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In addition to the deferred tax provision, changes in the
54
deferred tax liability balances in fiscal 2008, 2007 2006 and 20052006 were also impacted by the reclassification of deferred supply chain distributions from current deferred tax liabilities to accrued income taxes based on the timing of when payments related to these items become payable. These reclassifications were $536,492,000$575,248,000 and $497,830,000$536,492,000 in fiscal 20072008 and 2006,2007, respectively. Deferred supply chain distributions are classified as current or deferred tax liabilities based on when the related income tax payments will become payable. The net cash flow impact of supply chain distribution deferrals in fiscal 2007 was incrementally positive when compared to what would have been paid on an annual basis without the deferral, due to increased volume through the Baugh Supply Chain Cooperative (BSCC).
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Deferred Tax Assets and Liabilities
Significant components of SYSCO’s deferred tax assets and liabilities are as follows:
| | | | | | | | | |
| | | | | | | | | | June 28, 2008 | | June 30, 2007 | |
| | June 30, 2007 | | July 1, 2006 | |
Deferred tax liabilities: | | | | | | | | | |
Deferred supply chain distributions | | $ | 988,341,000 | | $ | 924,902,000 | | | $ | 1,054,190,000 | | | $ | 988,341,000 | |
Excess tax depreciation and basis differences of assets | | 360,271,000 | | 383,636,000 | | | | 369,203,000 | | | | 360,271,000 | |
Pension | | — | | 58,406,000 | | |
Other | | 8,529,000 | | 7,987,000 | | | | 20,601,000 | | | | 21,266,000 | |
| | | | | | | | | | |
Total deferred tax liabilities | | 1,357,141,000 | | 1,374,931,000 | | | | 1,443,994,000 | | | | 1,369,878,000 | |
| | | | | | | | | | |
Deferred tax assets: | | | | | | | | | |
Net operating tax loss carryforwards | | 101,180,000 | | 112,593,000 | | | | 73,481,000 | | | | 101,180,000 | |
Benefit on unrecognized tax benefits | | | | 73,837,000 | | | | — | |
Pension | | 35,132,000 | | — | | | | 76,500,000 | | | | 35,132,000 | |
Deferred compensation | | 49,850,000 | | 45,878,000 | | | | 54,805,000 | | | | 49,850,000 | |
Casualty insurance | | 37,385,000 | | 35,254,000 | | |
Self-insured liabilities | | | | 41,390,000 | | | | 45,424,000 | |
Receivables | | 26,430,000 | | 25,208,000 | | | | 30,650,000 | | | | 26,430,000 | |
Inventory | | 25,357,000 | | 22,549,000 | | | | 40,355,000 | | | | 38,094,000 | |
Other | | 37,198,000 | | 37,251,000 | | | | 35,535,000 | | | | 29,159,000 | |
| | | | | | | | | | |
Total deferred tax assets | | 312,532,000 | | 278,733,000 | | | | 426,553,000 | | | | 325,269,000 | |
| | | | | | | | | | |
Valuation allowances | | 70,935,000 | | 80,851,000 | | | | 39,020,000 | | | | 70,935,000 | |
| | | | | | | | | | |
Total net deferred tax liabilities | | $ | 1,115,544,000 | | $ | 1,177,049,000 | | | $ | 1,056,461,000 | | | $ | 1,115,544,000 | |
| | | | | | | | | | |
Impacting the amount of taxes paid in each year is the amount of deductible pension contributions made in each year. Pension contributions were substantially lower in fiscal 2007 and 2006 as compared to fiscal 2005. The company expects that its pension contributions in fiscal 2008 will be at a comparable level with fiscal 2007 and 2006.
The company had stateState and Canadian net operating tax losses as of June 28, 2008 and June 30, 2007, and July 1, 2006, respectively. The net operating tax losses outstanding as of June 30, 200728, 2008 expire in fiscal years 20082009 through 2027.2028. A valuation allowance of $70,935,000$39,020,000 and $80,851,000$70,935,000 was recorded as of June 28, 2008 and June 30, 2007, and July 1, 2006, respectively, as management believes that it is more likely than not that a portion of the benefits of these state and Canadian tax loss carryforwards will not be realized. Both the net operating tax loss carryforwards and the valuation allowances were impacted by the company’s adoption of FIN 48 by a reduction of $14,705,000 at the date of adoption on July 1, 2008.
Effective Tax Rates
Reconciliations of the statutory federal income tax rate to the effective income tax rates for each fiscal year are as follows:
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | 2008 | | 2007 | | 2006 | |
| | 2007 | | 2006 | | 2005 |
United States statutory federal income tax rate | | | 35.00 | % | | | 35.00 | % | | | 35.00 | % | | | 35.00 | % | | | 35.00 | % | | | 35.00 | % |
State, local and foreign income taxes, net of federal income tax benefit | | 2.15 | | 2.17 | | 2.74 | | | | 1.61 | | | | 2.15 | | | | 2.17 | |
Impact of share-based compensation | | 0.93 | | 2.09 | | — | | | | 0.85 | | | | 0.93 | | | | 2.09 | |
Other | | 0.17 | | 0.09 | | | (0.77 | ) | | | 0.79 | | | | 0.17 | | | | 0.09 | |
| | | | | | | | | | | | | | |
| | | 38.25 | % | | | 39.35 | % | | | 36.97 | % | | | 38.25 | % | | | 38.25 | % | | | 39.35 | % |
| | | | | | | | | | | | | | |
The effective tax rate for fiscal 2008 was favorably impacted by tax benefits of approximately $7,700,000 resulting from the recognition of a net operating loss deferred tax asset which arose due to a state tax law change, $8,600,000 related to the reversal of valuation allowances previously recorded on Canadian net operating loss deferred tax assets and $5,500,000 related to the reduction in net Canadian deferred tax liabilities due to a federal tax rate reduction. The effective tax rate for fiscal 2008 was negatively impacted by the recording of tax and interest related to uncertain tax positions, share-based compensation expense and the recognition of losses to adjust the carrying value of corporate-owned life insurance policies to their cash surrender values.
The effective tax rate for fiscal 2007 decreased as compared to fiscal 2006 primarily due to lower share-based compensation expense in fiscal 2007 and increased gains recorded related to the cash surrender value of corporate-owned life insurance policies. SYSCO recorded a tax benefit of $21,549,000 or 22.0% of the $97,985,000 in share-based compensation expense recorded in fiscal 2007. SYSCO recorded a tax benefit of $15,607,000 or 12.3% of the $126,837,000 in share-based compensation expense recorded in fiscal 2006.
The effective tax rate for fiscal 2006 increased as compared to fiscal 2005 primarily as a result of the adoption of SFAS 123(R). As discussed above, SYSCO recorded a tax benefit of $15,607,000 or 12.3% of the $126,837,000 in share-based compensation expense recorded in fiscal 2006. SYSCO recorded a tax benefit of $8,597,000 or 43.5% of the $19,749,000 in share-based compensation expense recorded in fiscal 2005. In addition, the comparison of the effective rate for fiscal 2006 with fiscal 2005 is affected by the adjustments to fiscal 2005 income tax expense. The income tax provision in fiscal 2005 included a tax benefit of $19,500,000 primarily related to the reversal of a tax contingency accrual and to the reversal of valuation allowances previously recorded on certain state net operating loss carryforwards.
SYSCO’s option grants include options that qualify as incentive stock options for income tax purposes. The treatment of the potential tax deduction, if any, related to incentive stock options is the primary reason for the company’s increased effective tax rate in
55
fiscal 2006 and may cause variability in the company’s effective tax rate in future periods.rate. In the period the compensation cost related to incentive stock options is recorded, a corresponding tax benefit is not recorded as it is assumed that the company will not receive a tax deduction related to such incentive stock options. The company may be eligible for tax deductions in subsequent periods to the extent that there is a disqualifying disposition of the incentive stock option. In such cases, the company would record a tax benefit related to the tax deduction in an amount not to exceed the corresponding cumulative compensation cost recorded in the financial statements on the particular options multiplied by the statutory tax rate.
In
SYSCO recorded a tax benefit of $15,722,000 or 19.5% of the $80,650,000 in share-based compensation expense recorded in fiscal 2008. SYSCO recorded a tax benefit of $21,549,000 or 22.0% of the $97,985,000 in share-based compensation expense recorded in fiscal 2007. SYSCO recorded a tax benefit of $15,607,000 or 12.3% of the $126,837,000 in share-based compensation expense recorded in fiscal 2006.
FIN 48
Prior to fiscal 2008, in evaluating the exposures connected with the various tax filing positions, the company establishesestablished an accrual when, despite management’s belief that the company’s tax return positions are supportable, management believesbelieved that certain positions may be successfully challenged and a loss iswas probable. When facts and circumstances change,changed, these accruals arewere adjusted. Beginning
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As discussed in Note 2, Changes in Accounting, the company adopted FIN 48 effective July 1, 2007. FIN 48 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. The amount recognized is measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement. As a result of this adoption, the company recognized, as a cumulative effect of change in accounting principle, a $91,635,000 decrease in its beginning retained earnings on its July 1, 2007 balance sheet. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, excluding interest and penalties, is as follows:
| | | | |
| | 2008 | |
|
Unrecognized tax benefits at beginning of year | | $ | 82,639,000 | |
Additions for tax positions related to prior years | | | — | |
Reductions for tax positions related to prior years | | | (138,000 | ) |
Additions for tax positions related to the current year | | | 7,912,000 | |
Reductions for tax positions related to the current year | | | — | |
Reductions due to settlements with taxing authorities | | | (223,000 | ) |
Reductions due to lapse of applicable statute of limitations | | | (2,261,000 | ) |
| | | | |
Unrecognized tax benefits at end of year | | $ | 87,929,000 | |
| | | | |
As of June 28, 2008, the gross amount of accrued interest liabilities was $138,207,000 related to unrecognized tax benefits and recorded interest expense of $12,287,000 in fiscal 2008, we will adopt2008. The company does not have any accrued liabilities for penalties related to unrecognized tax benefits and did not record any expense related to penalties in fiscal 2008. To the extent interest and penalties may be assessed by taxing authorities on any underpayment of income tax, estimated amounts required under FIN 48 whichhave been accrued and are classified as a component of income taxes in the consolidated results of operations. This was the company’s accounting policy prior to the adoption of FIN 48, and SYSCO elected to continue this accounting policy post-adoption.
If SYSCO were to recognize all unrecognized tax benefits recorded as of June 28, 2008, approximately $57,503,000 of the $87,929,000 reserve would reduce the effective tax rate. It is reasonably possible that the amount of the unrecognized tax benefits with respect to certain of the company’s unrecognized tax positions will increase or decrease in the next twelve months either because SYSCO agrees with positions that are sustained on audit or because the company agrees to their disallowance. Items that may cause changes to unrecognized tax benefits primarily include the consideration of various filing requirements in various states and the allocation of income and expense between tax jurisdictions. At this time, an estimate of the range of the reasonably possible change the accounting for tax positions. (See discussion under Note 3, New Accounting Standards).cannot be made.
SYSCO is currently in the appeals process as it relates to certain adjustments from the Internal Revenue Service (IRS) in relation to its audit of the company’s 2003 and 2004 federal income tax returns. See further discussion in Note 18, Commitments and Contingencies, under the caption “BSCC Cooperative Structure.” The IRS is also auditing SYSCO’s 2005 and 2006 federal income tax returns. As of June 28, 2008, SYSCO’s tax returns in the majority of the state and local jurisdictions and Canada are no longer subject to audit for the years before 2004. However, some jurisdictions have audits open prior to 2004, with the earliest dating back to 1996. Although the outcome of tax audits is generally uncertain, the company believes that adequate amounts of tax, including interest and penalties, have been accrued for any adjustments that may result from those years.
Other
The company intends to permanently reinvest the undistributed earnings of its Canadian subsidiaries in those businesses outside of the United States and, therefore, has not provided for U.S. deferred income taxes on such undistributed foreign earnings. The determination of the amount of the unrecognized deferred tax liability related to the undistributed earnings is not practicable.
The determination of the company’s provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. The company’s provision for income taxes reflects a combination of income earned and taxed in the various U.S. federal and state, as well as Canadian federal and provincial, jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the company’s change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.
During fiscal 2007, the company’s 2003 and 2004 federal income tax returns were audited by the Internal Revenue Service (IRS) and the company made payment to the IRS for agreed upon adjustments and is in the process of appealing remaining adjustments. The IRS will audit the company’s 2005 and 2006 federal income tax returns. The company has accrued approximately $10,000,000 for its best estimate of the additional liability related to certain positions that have been challenged by the IRS as to which the company believes it is probable that it will not prevail. Included in the final summary of proposed adjustments from the IRS from the 2003 and 2004 audit were, among other items, a current assessment of taxes for which the company has recorded a deferred tax liability related to SYSCO’s affiliate, BSCC, plus related interest. The company has reviewed the merits of the issues raised by the IRS. The company has not recorded a liability for the interest portion of the assessment proposed by the IRS related to BSCC, nor has it accrued tax or interest related to other disputed assessments, as the company does not believe the loss is probable, as defined by SFAS No. 5, “Accounting for Contingencies”. See further discussion related to BSCC in Note 16, Commitments and Contingencies, under the caption “BSCC Cooperative Structure”.
15. ACQUISITIONS
During fiscal 2007, SYSCO acquired for cash one broadline foodservice operation. During fiscal 2006, SYSCO acquired for cash one broadline foodservice operation, one custom meat-cutting operation and five specialty produce distributors. During fiscal 2005, SYSCO acquired for cash one broadline foodservice operation, four custom meat-cutting operations, and two specialty produce distributors.
During fiscal 2007,2008, in the aggregate, the company paid cash of $59,322,000$55,259,000 for acquisitionsoperations acquired during fiscal 20072008 and for contingent consideration related to operations acquired in previous fiscal years. The acquisitions were immaterial, individually and in the aggregate, to the consolidated financial statements. In addition, escrowed funds in the amount of $2,500,000$7,000,000 related to certain acquisitions were released to sellers of previously acquired businesses during fiscal 2007.2008.
Certain acquisitions involve contingent consideration typically payable only in the event that certain operating results are attained or certain outstanding contingencies are resolved. Aggregate contingent consideration amounts outstanding as of June 30, 200728, 2008 included $113,303,000$55,469,000 in cash, which, if distributed, could result in the recording of additional goodwill. Such amounts are to be paid out over periods of up to four years from the date of acquisition if the contingent criteria are met.
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18. | COMMITMENTS AND CONTINGENCIES |
16. COMMITMENTS AND CONTINGENCIES
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.
Product Liability Claim
In July,October 2007, SYSCOan arbitration judgment against the company was found contractually liable in arbitration proceedingsissued related to a product liability claim from one of itsSYSCO’s former customers.customers, which formalized a preliminary award by the arbitrator in July 2007. As of the year ended June 30, 2007, the company hashad recorded $50,296,000 on its consolidated balance sheet within accrued expenses related to the accrual of this loss. Also as of June 30, 2007,loss and a corresponding receivable of $48,296,000 is included in the consolidated balance sheet within prepaid expenses and other current assets, which representsrepresented the estimate of the loss less the $2,000,000 deductible on SYSCO’s insurance policy.policy, as the company anticipated recovery from various parties. In December 2007, the company paid its deductible on its insurance policy and made arrangements with its insurance carrier and other parties who paid the remaining amount of the judgment in excess of the company’s deductible. The company no longer has hold harmless agreements with the product suppliers and is named as an additional insured party under the suppliers’ policies with their insurers. Further, SYSCO maintains its own product liability insurance with coverageany remaining contingent liabilities related to this claim. The company believes it is probable that it will be able to recover the recorded loss from one or more of these sources.
Multi-Employer Pension Plans
SYSCO contributes to several multi-employer defined benefit pension plans based on obligations arising under collective bargaining agreements covering union-represented employees. Approximately 11%12% of SYSCO’s current employees are participants in such multi-employer plans. In fiscal 2007,2008, total contributions to these plans were approximately $37,296,000.$35,040,000.
SYSCO does not directly manage these multi-employer plans, which are generally managed by boards of trustees, half of whom are appointed by the unions and the other half by other employers contributing employers to the plan. Based upon the information available from plan administrators, management believes that someseveral of these multi-employer plans are under-funded due partially to a decline in the value of the assets supporting these plans, a reduction in the number of actively participating members for whom employer contributions are required, and the level of benefits provided by the plans.underfunded. In addition, the Pension Protection Act, enacted in August 2006, will require under-fundedrequires underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their under-funding, perhaps beginning as soon as calendar 2008.underfunding. As a result, SYSCO’s requiredSYSCO expects its contributions to these plans mayto increase in the future.
Under current law regarding multi-employer defined benefit plans, a plan’s termination, SYSCO’s voluntary withdrawal, or the mass withdrawal of all contributing employers from any under-fundedunderfunded multi-employer defined benefit plan would require SYSCO to make payments to the plan for SYSCO’s proportionate share of the multi-employer plan’s unfunded vested liabilities. Based on the information available from plan administrators, SYSCO does not believeestimates that it is probable that there will be a massits share of withdrawal of employers from the plans or that anyliability on most of the multi-employer plans will terminateit participates in the near future.could be as much as $140,000,000 based on a voluntary withdrawal. In addition, if a multi-employer defined benefit plan fails to satisfy certain minimum funding requirements, the IRS may impose a nondeductible excise tax of 5% on the amount of the accumulated funding deficiency for those employers contributing to the fund.
Based on Of the plans in which SYSCO participates, one plan is more critically underfunded than the others. During fiscal 2008, the company obtained information available fromthat this plan administrators,failed to satisfy minimum funding requirements for certain periods and believes it is probable that additional funding will be required as well as the payment of excise tax. As a result, SYSCO estimates that itsrecorded a liability of approximately $16,500,000 related to our share of withdrawal liability on all the minimum funding requirements and related excise tax for these periods. Currently, the company believes that a majority of this amount will be paid in fiscal 2009 and SYSCO is continuing to explore its alternatives as it relates to this plan. As of June 28, 2008, SYSCO has approximately $22,000,000 in liabilities recorded in total related to certain underfunded multi-employer plans it participates in could be as much as $120,000,000.defined benefit plans.
BSCC Cooperative Structure
SYSCO’s affiliate, BSCC,Baugh Supply Chain Cooperative (BSCC), is a cooperative taxed under subchapter T of the United States Internal Revenue Code. SYSCO believes that the deferred tax liabilities resulting from the business operations and legal ownership of BSCC are appropriate under the tax laws. However, if the application of the tax laws to the cooperative structure of BSCC were to be successfully challenged by any federal, state or local tax authority, SYSCO could be required to accelerate the payment of all or a portion of its income tax liabilities associated with BSCC that it otherwise has deferred until future periods inperiods. In that event, SYSCO would be liable for interest on such amounts. As of June 30, 2007,28, 2008, SYSCO has recorded deferred income tax liabilities of $988,000,000$1,054,190,000, net of federal benefit, related to the BSCC supply chain distributions. This amount represents the income tax liabilities related to BSCC that were accrued, but the payment had been deferred as of June 30, 2007. In addition, ifIf the IRS orand any other relevant taxing authority determinesauthorities determine that all amounts since the inception of BSCC were inappropriately deferred, or that BSCC should have been a taxable entity,and the determination is upheld, SYSCO estimates that in addition to making a current payment for amounts previously deferred, as discussed above, the company may have additional liability, representingbe required to pay interest that would be payable on the cumulative deferred balances rangingbalances. These interest amounts could range from $185,000,000$290,000,000 to $205,000,000,$320,000,000, prior to federal and state income tax benefit, as of June 30, 2007.28, 2008. SYSCO calculated this amount based upon the amounts deferred since the inception of BSCC applying the applicable jurisdictions’ interest rates in effect in each period. During the third quarter of fiscal 2007, theThe IRS, in connection with its audit of ourthe company’s 2003 and 2004 federal income tax returns, the IRS proposed adjustments related to the taxability of BSCC.the cooperative structure. The company is vigorously protesting these adjustments. The company has reviewed the merits of the issues raised by the IRS, and, based upon such review, SYSCOwhile management believes thatit is probable the resultingcompany will prevail, the company concluded the measurement model of FIN 48 (adopted in fiscal 2008) required an accrual for a portion of the interest is not a probable liability and accordingly, has not recorded any related amount in any period.exposure.
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Fuel Commitments
From time to time, SYSCO may enter into forward purchase commitments for a portion of its projected diesel fuel requirements. AsThere were no amounts outstanding as of June 30, 2007, outstanding28, 2008, however in July and August 2008, SYSCO entered into forward diesel fuel purchase commitments total approximately $44,500,000$195,000,000 at a fixed price through the end of calendar year 2007.July 2009.
Other Commitments
SYSCO has committed to product purchases for resale in order to leverage the company’s purchasing power. A majority of these agreements expire within one year, however certain agreements have terms through fiscal 2012. These agreements commit the company to a minimum volume at various pricing terms, including fixed pricing, variable pricing or a combination thereof. Minimum amounts committed to as of June 28, 2008 totaled approximately $1,335,561,000.
SYSCO has committed with a third party service provider to provide hardware and hardware hosting services. The services are to be provided over a ten year period beginning in fiscal 2005 and ending in fiscal 2015. The total cost of the services over that period is expected to be approximately $450,000,000.$500,000,000. This amount may be reduced by SYSCO utilizing less than estimated resources and can be increased by SYSCO utilizing more than estimated resources and the adjustments for inflation provided for in the agreements. SYSCO may also cancel a portion or all of the services provided subject to termination fees which decrease over time. Although it does not expect to, if SYSCO were to terminate all of the services in fiscal 2008,2009, the estimated termination fee incurred in fiscal 20082009 would be approximately $13,400,000.$11,500,000. SYSCO believes that these agreements will provide a more secure and reliable environment for its data processing as well as reduce overall operating costs over the ten year period.
17. BUSINESS SEGMENT INFORMATION
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19. | BUSINESS SEGMENT INFORMATION |
The company has aggregated its operating companies into a number of segments, of which only Broadline and SYGMA are reportable segments as defined in SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information.” Broadline operating companies distribute a full line of food products and a wide variety of non-food products to both traditional and chain restaurant customers. SYGMA operating companies distribute a full line of food products and a wide variety of non-food products to certain chain restaurant customer locations. “Other” financial information is attributable to the company’s other operating segments, including the company’s specialty produce, custom-cut meat and lodging industry products segments and a company that distributes to internationally located chain restaurants.international customers.
The accounting policies for the segments are the same as those disclosed by SYSCO. Intersegment sales represent specialty produce and meat company products distributed by the Broadline and SYGMA operating companies. The segment results include allocation ofcertain centrally incurred costs for shared services that eliminate upon consolidation. Centrallyare charged to our segments. These centrally incurred costs are allocatedcharged based upon the relative level of service used by each operating company.company consistent with how SYSCO’s management views the performance of its operating segments. Prior to fiscal 2008, SYSCO’s management evaluated performance of each of its operating segments based on its respective earnings before income taxes. This measure included an allocation of certain corporate expenses to each operating segment in addition to the centrally incurred costs for shared services that were charged to its segments. During fiscal 2008, SYSCO’s management increased its focus on the results of each of its operating segments based on its respective operating income performance which excludes the allocation of additional corporate expenses. As a result, the segment reporting for fiscal 2007 and 2006 has been revised to conform to the fiscal 2008 presentation.
Included in corporate expenses and consolidated adjustments, among other items, are:
| | |
| • | Gains and losses recognized to adjust corporate-owned life insurance policies to their cash surrender values; |
| • | Share-based compensation expense related to stock option grants, issuances of stock pursuant to the Employees’ Stock Purchase Plan and stock grants to non-employee directors; and |
| • | Corporate-level depreciation and amortization expense. |
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The following table sets forth the financial information for SYSCO’s business segments:
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | Fiscal Year | |
| | Fiscal Year | | | 2008 | | 2007 | | 2006 | |
| | 2007 | | 2006 | | 2005 | | | (In thousands) | |
| | (in thousands) | |
Sales: | | | | | | | | | | | | | |
Broadline | | $ | 27,560,375 | | $ | 25,758,645 | | $ | 24,337,965 | | | $ | 29,792,931 | | | $ | 27,560,375 | | | $ | 25,758,645 | |
SYGMA | | 4,380,955 | | 4,131,666 | | 3,747,349 | | | | 4,574,880 | | | | 4,380,955 | | | | 4,131,666 | |
Other | | 3,571,213 | | 3,139,278 | | 2,538,007 | | | | 3,622,360 | | | | 3,571,213 | | | | 3,139,278 | |
Intersegment sales | | | (470,468 | ) | | | (401,151 | ) | | | (341,407 | ) | | | (468,060 | ) | | | (470,468 | ) | | | (401,151 | ) |
| | | | | | | | | | | | | | |
Total | | $ | 35,042,075 | | $ | 32,628,438 | | $ | 30,281,914 | | | $ | 37,522,111 | | | $ | 35,042,075 | | | $ | 32,628,438 | |
| | | | | | | | | | | | | | |
Earnings before income taxes and cumulative effect of accounting change: | | |
Operating Income: | | | | | | | | | | | | | |
Broadline | | $ | 1,692,952 | | $ | 1,545,417 | | $ | 1,515,686 | | | $ | 1,937,555 | | | $ | 1,776,277 | | | $ | 1,623,653 | |
SYGMA | | 10,393 | | | (660 | ) | | 11,028 | | | | 8,261 | | | | 10,842 | | | | (371 | ) |
Other | | 127,741 | | 119,222 | | 93,474 | | | | 137,134 | | | | 132,802 | | | | 125,084 | |
| | | | | | | | | | | | | | |
Total segments | | 1,831,086 | | 1,663,979 | | 1,620,188 | | | | 2,082,950 | | | | 1,919,921 | | | | 1,748,366 | |
Unallocated corporate expenses | | | (209,871 | ) | | | (269,033 | ) | | | (94,752 | ) | |
Corporate expenses and consolidated adjustments | | | | (203,001 | ) | | | (211,439 | ) | | | (253,336 | ) |
| | | | | | | | | | | | | | |
Total | | $ | 1,621,215 | | $ | 1,394,946 | | $ | 1,525,436 | | |
Total operating income | | | | 1,879,949 | | | | 1,708,482 | | | | 1,495,030 | |
| | | | | | | | |
Interest expense | | | | 111,541 | | | | 105,002 | | | | 109,100 | |
Other income, net | | | | (22,930 | ) | | | (17,735 | ) | | | (9,016 | ) |
| | | | | | | | |
Earnings before income taxes and cumulative effect of accounting change | | | $ | 1,791,338 | | | $ | 1,621,215 | | | $ | 1,394,946 | |
| | | | | | | | | | | | | | |
Depreciation and amortization: | | | | | | | | | | | | | |
Broadline | | $ | 249,083 | | $ | 237,437 | | $ | 238,098 | | | $ | 257,819 | | | $ | 249,083 | | | $ | 237,437 | |
SYGMA | | 29,740 | | 26,667 | | 20,614 | | | | 30,467 | | | | 29,740 | | | | 26,667 | |
Other | | 30,694 | | 26,456 | | 20,488 | | | | 37,044 | | | | 30,694 | | | | 26,456 | |
| | | | | | | | | | | | | | |
Total segments | | 309,517 | | 290,560 | | 279,200 | | | | 325,330 | | | | 309,517 | | | | 290,560 | |
Corporate | | 53,042 | | 54,502 | | 37,543 | | | | 47,199 | | | | 53,042 | | | | 54,502 | |
| | | | | | | | | | | | | | |
Total | | $ | 362,559 | | $ | 345,062 | | $ | 316,743 | | | $ | 372,529 | | | $ | 362,559 | | | $ | 345,062 | |
| | | | | | | | | | | | | | |
Capital expenditures: | | | | | | | | | | | | | |
Broadline | | $ | 404,728 | | $ | 335,437 | | $ | 271,114 | | | $ | 392,971 | | | $ | 404,728 | | | $ | 335,437 | |
SYGMA | | 41,596 | | 62,917 | | 51,403 | | | | 4,977 | | | | 41,596 | | | | 62,917 | |
Other | | 56,037 | | 55,650 | | 24,060 | | | | 36,661 | | | | 56,037 | | | | 55,650 | |
| | | | | | | | | | | | | | |
Total segments | | 502,361 | | 454,004 | | 346,577 | | | | 434,609 | | | | 502,361 | | | | 454,004 | |
Corporate | | 100,881 | | 59,930 | | 43,449 | | | | 81,354 | | | | 100,881 | | | | 59,930 | |
| | | | | | | | | | | | | | |
Total | | $ | 603,242 | | $ | 513,934 | | $ | 390,026 | | | $ | 515,963 | | | $ | 603,242 | | | $ | 513,934 | |
| | | | | | | | | | | | | | |
Assets: | | | | | | | | | | | | | |
Broadline | | $ | 5,573,079 | | $ | 5,248,223 | | $ | 4,889,316 | | | $ | 5,868,350 | | | $ | 5,573,079 | | | $ | 5,248,223 | |
SYGMA | | 385,470 | | 359,116 | | 277,922 | | | | 414,044 | | | | 385,470 | | | | 359,116 | |
Other | | 929,573 | | 832,223 | | 656,215 | | | | 1,018,128 | | | | 929,573 | | | | 832,223 | |
| | | | | | | | | | | | | | |
Total segments | | 6,888,122 | | 6,439,562 | | 5,823,453 | | | | 7,300,522 | | | | 6,888,122 | | | | 6,439,562 | |
Corporate | | 2,630,809 | | 2,552,463 | | 2,444,449 | | | | 2,781,771 | | | | 2,630,809 | | | | 2,552,463 | |
| | | | | | | | | | | | | | |
Total | | $ | 9,518,931 | | $ | 8,992,025 | | $ | 8,267,902 | | | $ | 10,082,293 | | | $ | 9,518,931 | | | $ | 8,992,025 | |
| | | | | | | | | | | | | | |
The company does not allocate share-based compensation related to stock option grants, issuances of stock pursuant to the Employees’ Stock Purchase Plan and stock grants to non-employee directors. The decrease in unallocated corporate expenses in fiscal 2007 over fiscal 2006 is primarily attributable to reduced share-based compensation expense and increased gains recorded related to the cash surrender value of corporate-owned life insurance policies. The increase in unallocated corporate expenses in fiscal 2006 over fiscal 2005 is primarily attributable to increased share-based compensation expense due to the adoption of SFAS 123(R). See further discussion of Share-Based Compensation in Note 13.
The sales mix for the principal product categories for each fiscal year is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 2007 | | 2006 | | 2005 | | | 2008 | | 2007 | | 2006 | |
| | (In thousands) | | | (In thousands) | |
| |
Canned and dry products | | | $ | 6,820,363 | | | $ | 6,161,946 | | | $ | 5,849,082 | |
Fresh and frozen meats | | $ | 6,548,127 | | $ | 6,153,468 | | $ | 5,732,834 | | | | 6,606,347 | | | | 6,548,127 | | | | 6,153,468 | |
Canned and dry products | | 6,161,946 | | 5,849,082 | | 5,417,418 | | |
Frozen fruits, vegetables, bakery and other | | 4,691,114 | | 4,405,908 | | 4,104,170 | | | | 5,105,353 | | | | 4,691,114 | | | | 4,405,908 | |
Dairy products | | | | 4,000,780 | | | | 3,245,488 | | | | 3,014,104 | |
Poultry | | 3,585,462 | | 3,283,174 | | 3,222,927 | | | | 3,808,844 | | | | 3,585,462 | | | | 3,283,174 | |
Dairy products | | 3,245,488 | | 3,014,104 | | 2,878,904 | | |
Fresh produce | | 3,118,122 | | 2,769,805 | | 2,459,295 | | | | 3,183,540 | | | | 3,118,122 | | | | 2,769,805 | |
Paper and disposables | | 2,825,505 | | 2,595,358 | | 2,353,104 | | | | 2,964,006 | | | | 2,825,505 | | | | 2,595,358 | |
Seafood | | 1,840,149 | | 1,751,062 | | 1,591,022 | | | | 1,878,830 | | | | 1,840,149 | | | | 1,751,062 | |
Beverage products | | 1,200,263 | | 1,078,030 | | 962,039 | | | | 1,297,543 | | | | 1,200,263 | | | | 1,078,030 | |
Janitorial products | | 857,339 | | 740,601 | | 670,105 | | | | 988,781 | | | | 857,339 | | | | 740,601 | |
Equipment and smallwares | | 763,179 | | 782,523 | | 681,653 | | | | 704,050 | | | | 763,179 | | | | 782,523 | |
Medical supplies | | 205,381 | | 205,323 | | 208,443 | | | | 163,674 | | | | 205,381 | | | | 205,323 | |
| | | | | | | | | | | | | | |
Total | | $ | 35,042,075 | | $ | 32,628,438 | | $ | 30,281,914 | | | $ | 37,522,111 | | | $ | 35,042,075 | | | $ | 32,628,438 | |
| | | | | | | | | | | | | | |
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Information concerning geographic areas is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year | | | Fiscal Year | |
| | 2007 | | 2006 | | 2005 | | | 2008 | | 2007 | | 2006 | |
| | (In thousands) | | | (In thousands) | |
Sales:(1) | | |
| |
Sales:(1) | | | | | | | | | | | | | |
United States | | $ | 32,142,364 | | $ | 29,866,956 | | $ | 27,850,921 | | | $ | 33,842,824 | | | $ | 31,891,186 | | | $ | 29,701,904 | |
Canada | | 2,899,711 | | 2,761,482 | | 2,430,993 | | | | 3,380,159 | | | | 2,923,106 | | | | 2,783,450 | |
Other | | | | 299,128 | | | | 227,783 | | | | 143,084 | |
| | | | | | | | | | | | | | |
Total | | $ | 35,042,075 | | $ | 32,628,438 | | $ | 30,281,914 | | | $ | 37,522,111 | | | $ | 35,042,075 | | | $ | 32,628,438 | |
| | | | | | | | | | | | | | |
Long-lived assets:(2) | | |
Long-lived assets:(2) | | | | | | | | | | | | | |
United States | | $ | 2,532,308 | | $ | 2,328,609 | | $ | 2,156,588 | | | $ | 2,655,714 | | | $ | 2,531,980 | | | $ | 2,328,319 | |
Canada | | 188,925 | | 136,291 | | 111,713 | | | | 233,879 | | | | 189,154 | | | | 136,512 | |
Other | | | | 197 | | | | 99 | | | | 69 | |
| | | | | | | | | | | | | | |
Total | | $ | 2,721,233 | | $ | 2,464,900 | | $ | 2,268,301 | | | $ | 2,889,790 | | | $ | 2,721,233 | | | $ | 2,464,900 | |
| | | | | | | | | | | | | | |
| | |
(1) | | Represents sales from external customers from businesses operating in these countries. |
|
(2) | | Long-lived assets represents net property, plant and equipment reported in the country in which they are held. |
18. SUPPLEMENTAL GUARANTOR INFORMATION
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20. | SUPPLEMENTAL GUARANTOR INFORMATION |
SYSCO International, Co. is an unlimited liability company organized under the laws of the Province of Nova Scotia, Canada and is a wholly-owned subsidiary of SYSCO. In May 2002, SYSCO International, Co. issued, in a private offering, $200,000,000 of 6.10% notes due in 2012 (see Note 8,10, Debt). In December 2002, these notes were exchanged for substantially identical notes in an exchange offer registered under the Securities Act of 1933. These notes are fully and unconditionally guaranteed by SYSCO. SYSCO International, Co. is a holding company with no significant sources of income or assets, other than its equity interests in its subsidiaries and interest income from loans made to its subsidiaries. The proceeds from the issuance of the 6.10% notes were used to repay commercial paper issued to fund the fiscal 2002 acquisition of a Canadian broadline foodservice operation.
The following condensed consolidating financial statements present separately the financial position, results of operations and cash flows of the parent guarantor (SYSCO), the subsidiary issuer (SYSCO International) and all other non-guarantor subsidiaries of SYSCO (OtherNon-Guarantor Subsidiaries) on a combined basis and eliminating entries.
| | | | | | | | | | | | | | | | | | | | |
| | Condensed Consolidating Balance Sheet
| |
| | June 28, 2008 | |
| | | | | SYSCO
| | | Other Non-Guarantor
| | | | | | Consolidated
| |
| | SYSCO | | | International | | | Subsidiaries | | | Eliminations | | | Totals | |
| | (In thousands) | |
|
Current assets | | $ | 526,109 | | | $ | — | | | $ | 4,648,924 | | | $ | — | | | $ | 5,175,033 | |
Investment in subsidiaries | | | 14,202,506 | | | | 398,065 | | | | 118,041 | | | | (14,718,612 | ) | | | — | |
Plant and equipment, net | | | 202,778 | | | | — | | | | 2,687,012 | | | | — | | | | 2,889,790 | |
Other assets | | | 593,699 | | | | 1,262 | | | | 1,422,509 | | | | — | | | | 2,017,470 | |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 15,525,092 | | | $ | 399,327 | | | $ | 8,876,486 | | | $ | (14,718,612 | ) | | $ | 10,082,293 | |
| | | | | | | | | | | | | | | | | | | | |
Current liabilities | | $ | 412,042 | | | $ | 986 | | | $ | 3,086,315 | | | $ | — | | | $ | 3,499,343 | |
Intercompany payables (receivables) | | | 9,670,465 | | | | 100,027 | | | | (9,770,492 | ) | | | — | | | | — | |
Long-term debt | | | 1,729,401 | | | | 199,752 | | | | 46,282 | | | | — | | | | 1,975,435 | |
Other liabilities | | | 468,213 | | | | — | | | | 730,316 | | | | — | | | | 1,198,529 | |
Shareholders’ equity | | | 3,244,971 | | | | 98,562 | | | | 14,784,065 | | | | (14,718,612 | ) | | | 3,408,986 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 15,525,092 | | | $ | 399,327 | | | $ | 8,876,486 | | | $ | (14,718,612 | ) | | $ | 10,082,293 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | Condensed Consolidating Balance Sheet
| |
| | June 30, 2007 | |
| | | | | SYSCO
| | | Other Non-Guarantor
| | | | | | Consolidated
| |
| | SYSCO | | | International | | | Subsidiaries | | | Eliminations | | | Totals | |
| | (In thousands) | |
|
Current assets | | $ | 244,441 | | | $ | — | | | $ | 4,431,105 | | | $ | — | | | $ | 4,675,546 | |
Investment in subsidiaries | | | 12,675,360 | | | | 349,367 | | | | 126,364 | | | | (13,151,091 | ) | | | — | |
Plant and equipment, net | | | 170,288 | | | | — | | | | 2,550,945 | | | | — | | | | 2,721,233 | |
Other assets | | | 654,287 | | | | — | | | | 1,467,865 | | | | — | | | | 2,122,152 | |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 13,744,376 | | | $ | 349,367 | | | $ | 8,576,279 | | | $ | (13,151,091 | ) | | $ | 9,518,931 | |
| | | | | | | | | | | | | | | | | | | | |
Current liabilities | | $ | 371,149 | | | $ | 1,034 | | | $ | 3,042,906 | | | $ | — | | | $ | 3,415,089 | |
Intercompany payables (receivables) | | | 8,251,239 | | | | 44,757 | | | | (8,295,996 | ) | | | — | | | | — | |
Long-term debt | | | 1,471,428 | | | | 243,786 | | | | 43,013 | | | | — | | | | 1,758,227 | |
Other liabilities | | | 505,660 | | | | — | | | | 561,555 | | | | — | | | | 1,067,215 | |
Shareholders’ equity | | | 3,144,900 | | | | 59,790 | | | | 13,224,801 | | | | (13,151,091 | ) | | | 3,278,400 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 13,744,376 | | | $ | 349,367 | | | $ | 8,576,279 | | | $ | (13,151,091 | ) | | $ | 9,518,931 | |
| | | | | | | | | | | | | | | | | | | | |
60
59
| | | | | | | | | | | | | | | | | | | | |
| | Condensed Consolidating Results of Operations
| |
| | Year Ended June 28, 2008 | |
| | | | | SYSCO
| | | Other Non-Guarantor
| | | | | | Consolidated
| |
| | SYSCO | | | International | | | Subsidiaries | | | Eliminations | | | Totals | |
| | (In thousands) | |
|
Sales | | $ | — | | | $ | — | | | $ | 37,522,111 | | | $ | — | | | $ | 37,522,111 | |
Cost of sales | | | — | | | | — | | | | 30,327,254 | | | | — | | | | 30,327,254 | |
| | | | | | | | | | | | | | | | | | | | |
Gross margin | | | — | | | | — | | | | 7,194,857 | | | | — | | | | 7,194,857 | |
Operating expenses | | | 206,338 | | | | 142 | | | | 5,108,428 | | | | — | | | | 5,314,908 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income | | | (206,338 | ) | | | (142 | ) | | | 2,086,429 | | | | — | | | | 1,879,949 | |
Interest expense (income) | | | 462,554 | | | | 11,736 | | | | (362,749 | ) | | | — | | | | 111,541 | |
Other income, net | | | (7,373 | ) | | | — | | | | (15,557 | ) | | | — | | | | (22,930 | ) |
| | | | | | | | | | | | | | | | | | | | |
Earnings (losses) before income taxes | | | (661,519 | ) | | | (11,878 | ) | | | 2,464,735 | | | | — | | | | 1,791,338 | |
Income tax (benefit) provision | | | (253,031 | ) | | | (4,543 | ) | | | 942,761 | | | | — | | | | 685,187 | |
Equity in earnings of subsidiaries | | | 1,514,639 | | | | 33,907 | | | | — | | | | (1,548,546 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net earnings | | $ | 1,106,151 | | | $ | 26,572 | | | $ | 1,521,974 | | | $ | (1,548,546 | ) | | $ | 1,106,151 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | Condensed Consolidating Balance Sheet | |
| | June 30, 2007 | |
| | | | | | SYSCO | | | Other Non-Guarantor | | | | | | | Consolidated | |
| | SYSCO | | | International | | | Subsidiaries | | | Eliminations | | | Totals | |
| | (In thousands) | |
Current assets | | $ | 244,441 | | | $ | — | | | $ | 4,431,105 | | | $ | — | | | $ | 4,675,546 | |
Investment in subsidiaries | | | 12,675,360 | | | | 349,367 | | | | 126,364 | | | | (13,151,091 | ) | | | — | |
Plant and equipment, net | | | 170,288 | | | | — | | | | 2,550,945 | | | | — | | | | 2,721,233 | |
Other assets | | | 654,287 | | | | — | | | | 1,467,865 | | | | — | | | | 2,122,152 | |
| | | | | | | | | | | | | | | |
Total assets | | $ | 13,744,376 | | | $ | 349,367 | | | $ | 8,576,279 | | | $ | (13,151,091 | ) | | $ | 9,518,931 | |
| | | | | | | | | | | | | | | |
Current liabilities | | $ | 371,149 | | | $ | 1,034 | | | $ | 3,042,906 | | | $ | — | | | $ | 3,415,089 | |
Intercompany payables (receivables) | | | 8,251,239 | | | | 44,757 | | | | (8,295,996 | ) | | | — | | | | — | |
Long-term debt | | | 1,471,428 | | | | 243,786 | | | | 43,013 | | | | — | | | | 1,758,227 | |
Other liabilities | | | 505,660 | | | | — | | | | 561,555 | | | | — | | | | 1,067,215 | |
Shareholders’ equity | | | 3,144,900 | | | | 59,790 | | | | 13,224,801 | | | | (13,151,091 | ) | | | 3,278,400 | |
| | | | | | | | | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 13,744,376 | | | $ | 349,367 | | | $ | 8,576,279 | | | $ | (13,151,091 | ) | | $ | 9,518,931 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | Condensed Consolidating Balance Sheet | |
| | July 1, 2006 | |
| | | | | | SYSCO | | | Other Non-Guarantor | | | | | | | Consolidated | |
| | SYSCO | | | International | | | Subsidiaries | | | Eliminations | | | Totals | |
| | (In thousands) | |
Current assets | | $ | 162,177 | | | $ | 35 | | | $ | 4,237,482 | | | $ | — | | | $ | 4,399,694 | |
Investment in subsidiaries | | | 11,282,232 | | | | 317,812 | | | | 125,433 | | | | (11,725,477 | ) | | | — | |
Plant and equipment, net | | | 174,020 | | | | — | | | | 2,290,880 | | | | — | | | | 2,464,900 | |
Other assets | | | 711,056 | | | | — | | | | 1,416,375 | | | | — | | | | 2,127,431 | |
| | | | | | | | | | | | | | | |
Total assets | | $ | 12,329,485 | | | $ | 317,847 | | | $ | 8,070,170 | | | $ | (11,725,477 | ) | | $ | 8,992,025 | |
| | | | | | | | | | | | | | | |
Current liabilities | | $ | 331,417 | | | $ | 1,022 | | | $ | 2,893,964 | | | $ | — | | | $ | 3,226,403 | |
Intercompany payables (receivables) | | | 7,207,923 | | | | 38,308 | | | | (7,246,231 | ) | | | — | | | | — | |
Long-term debt | | | 1,358,452 | | | | 224,247 | | | | 44,428 | | | | — | | | | 1,627,127 | |
Other liabilities | | | 487,858 | | | | — | | | | 598,353 | | | | — | | | | 1,086,211 | |
Shareholders’ equity | | | 2,943,835 | | | | 54,270 | | | | 11,779,656 | | | | (11,725,477 | ) | | | 3,052,284 | |
| | | | | | | | | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 12,329,485 | | | $ | 317,847 | | | $ | 8,070,170 | | | $ | (11,725,477 | ) | | $ | 8,992,025 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | Condensed Consolidating Results of Operations
| |
| | Year Ended June 30, 2007 | |
| | | | | SYSCO
| | | Other Non-Guarantor
| | | | | | Consolidated
| |
| | SYSCO | | | International | | | Subsidiaries | | | Eliminations | | | Totals | |
| | (In thousands) | |
|
Sales | | $ | — | | | $ | — | | | $ | 35,042,075 | | | $ | — | | | $ | 35,042,075 | |
Cost of sales | | | — | | | | — | | | | 28,284,603 | | | | — | | | | 28,284,603 | |
| | | | | | | | | | | | | | | | | | | | |
Gross margin | | | — | | | | — | | | | 6,757,472 | | | | — | | | | 6,757,472 | |
Operating expenses | | | 213,915 | | | | 127 | | | | 4,834,948 | | | | — | | | | 5,048,990 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income | | | (213,915 | ) | | | (127 | ) | | | 1,922,524 | | | | — | | | | 1,708,482 | |
Interest expense (income) | | | 410,190 | | | | 11,813 | | | | (317,001 | ) | | | — | | | | 105,002 | |
Other income, net | | | (8,984 | ) | | | — | | | | (8,751 | ) | | | — | | | | (17,735 | ) |
| | | | | | | | | | | | | | | | | | | | |
Earnings (losses) before income taxes | | | (615,121 | ) | | | (11,940 | ) | | | 2,248,276 | | | | — | | | | 1,621,215 | |
Income tax (benefit) provision | | | (235,260 | ) | | | (4,567 | ) | | | 859,966 | | | | — | | | | 620,139 | |
Equity in earnings of subsidiaries | | | 1,380,937 | | | | 18,075 | | | | — | | | | (1,399,012 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net earnings | | $ | 1,001,076 | | | $ | 10,702 | | | $ | 1,388,310 | | | $ | (1,399,012 | ) | | $ | 1,001,076 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | Condensed Consolidating Results of Operations
| |
| | Condensed Consolidating Results of Operations | | | Year Ended July 1, 2006 | |
| | Year Ended June 30, 2007 | | | | | SYSCO
| | Other Non-Guarantor
| | | | Consolidated
| |
| | SYSCO | | Other Non-Guarantor | | | | | | | SYSCO | | International | | Subsidiaries | | Eliminations | | Totals | |
| | SYSCO | | International | | Subsidiaries | | Eliminations | | Consolidated Totals | | | (In thousands) | |
| | (In thousands) | |
Sales | | $ | — | | $ | — | | $ | 35,042,075 | | $ | — | | $ | 35,042,075 | | | $ | — | | | $ | — | | | $ | 32,628,438 | | | $ | — | | | $ | 32,628,438 | |
Cost of sales | | — | | — | | 28,284,603 | | — | | 28,284,603 | | | | — | | | | — | | | | 26,337,107 | | | | — | | | | 26,337,107 | |
| | | | | | | | | | | | |
Gross margin | | | | — | | | | — | | | | 6,291,331 | | | | — | | | | 6,291,331 | |
Operating expenses | | 213,915 | | 127 | | 4,834,948 | | — | | 5,048,990 | | | | 256,351 | | | | 130 | | | | 4,539,820 | | | | — | | | | 4,796,301 | |
| | | | | | | | | | | | |
Operating income | | | | (256,351 | ) | | | (130 | ) | | | 1,751,511 | | | | — | | | | 1,495,030 | |
Interest expense (income) | | 410,190 | | 11,813 | | | (317,001 | ) | | — | | 105,002 | | | | 374,838 | | | | 11,108 | | | | (276,846 | ) | | | — | | | | 109,100 | |
Other, net | | | (8,984 | ) | | — | | | (8,751 | ) | | — | | | (17,735 | ) | |
| | | | | | | | | | | | |
Total costs and expenses | | 615,121 | | 11,940 | | 32,793,799 | | — | | 33,420,860 | | |
Other income, net | | | | (2,919 | ) | | | — | | | | (6,097 | ) | | | — | | | | (9,016 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
Earnings (losses) before income taxes and cumulative effect of accounting change | | | (615,121 | ) | | | (11,940 | ) | | 2,248,276 | | — | | 1,621,215 | | | | (628,270 | ) | | | (11,238 | ) | | | 2,034,454 | | | | — | | | | 1,394,946 | |
Income tax (benefit) provision | | | (235,260 | ) | | | (4,567 | ) | | 859,966 | | — | | 620,139 | | | | (181,070 | ) | | | (4,055 | ) | | | 734,031 | | | | — | | | | 548,906 | |
Equity in earnings of subsidiaries | | 1,380,937 | | 18,075 | | — | | | (1,399,012 | ) | | — | | | | 1,293,240 | | | | 6,063 | | | | — | | | | (1,299,303 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | |
Net earnings | | $ | 1,001,076 | | $ | 10,702 | | $ | 1,388,310 | | $ | (1,399,012 | ) | | $ | 1,001,076 | | |
Net earnings before cumulative effect of accounting change | | | | 846,040 | | | | (1,120 | ) | | | 1,300,423 | | | | (1,299,303 | ) | | | 846,040 | |
Cumulative effect of accounting change | | | | 9,285 | | | | — | | | | — | | | | — | | | | 9,285 | |
| | | | | | | | | | | | | | | | | | | | | | |
Net earnings (loss) | | | $ | 855,325 | | | $ | (1,120 | ) | | $ | 1,300,423 | | | $ | (1,299,303 | ) | | $ | 855,325 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | Condensed Consolidating Results of Operations | |
| | Year Ended July 1, 2006 | |
| | | | | | SYSCO | | | Other Non-Guarantor | | | | | | | |
| | SYSCO | | | International | | | Subsidiaries | | | Eliminations | | | Consolidated Totals | |
| | (In thousands) | |
Sales | | $ | — | | | $ | — | | | $ | 32,628,438 | | | $ | — | | | $ | 32,628,438 | |
Cost of sales | | | — | | | | — | | | | 26,337,107 | | | | — | | | | 26,337,107 | |
Operating expenses | | | 256,351 | | | | 130 | | | | 4,539,820 | | | | — | | | | 4,796,301 | |
Interest expense (income) | | | 374,838 | | | | 11,108 | | | | (276,846 | ) | | | — | | | | 109,100 | |
Other, net | | | (2,919 | ) | | | — | | | | (6,097 | ) | | | — | | | | (9,016 | ) |
| | | | | | | | | | | | | | | |
Total costs and expenses | | | 628,270 | | | | 11,238 | | | | 30,593,984 | | | | — | | | | 31,233,492 | |
| | | | | | | | | | | | | | | |
Earnings (losses) before income taxes and cumulative effect of accounting change | | | (628,270 | ) | | | (11,238 | ) | | | 2,034,454 | | | | — | | | | 1,394,946 | |
Income tax (benefit) provision | | | (181,070 | ) | | | (4,055 | ) | | | 734,031 | | | | — | | | | 548,906 | |
Equity in earnings of subsidiaries | | | 1,293,240 | | | | 6,063 | | | | — | | | | (1,299,303 | ) | | | — | |
| | | | | | | | | | | | | | | |
Net earnings before cumulative effect of accounting change | | | 846,040 | | | | (1,120 | ) | | | 1,300,423 | | | | (1,299,303 | ) | | | 846,040 | |
Cumulative effect of accounting change | | | 9,285 | | | | — | | | | — | | | | — | | | | 9,285 | |
| | | | | | | | | | | | | | | |
Net earnings (loss) | | $ | 855,325 | | | $ | (1,120 | ) | | $ | 1,300,423 | | | $ | (1,299,303 | ) | | $ | 855,325 | |
| | | | | | | | | | | | | | | |
61
60
| | | | | | | | | | | | | | | | |
| | Condensed Consolidating Cash Flows
| |
| | Year Ended June 28, 2008 | |
| | | | | SYSCO
| | | Other Non-Guarantor
| | | Consolidated
| |
| | SYSCO | | | International | | | Subsidiaries | | | Totals | |
| | (In thousands) | |
|
Net cash provided by (used for): | | | | | | | | | | | | | | | | |
Operating activities | | $ | (266,597 | ) | | $ | 25,261 | | | $ | 1,837,465 | | | $ | 1,596,129 | |
Investing activities | | | (64,561 | ) | | | — | | | | (490,999 | ) | | | (555,560 | ) |
Financing activities | | | (659,760 | ) | | | (44,035 | ) | | | 5,217 | | | | (698,578 | ) |
Exchange rate on cash | | | — | | | | — | | | | 1,689 | | | | 1,689 | |
Intercompany activity | | | 1,341,687 | | | | 18,774 | | | | (1,360,461 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Net increase in cash | | | 350,769 | | | | — | | | | (7,089 | ) | | | 343,680 | |
Cash at the beginning of the period | | | 135,877 | | | | — | | | | 71,995 | | | | 207,872 | |
| | | | | | | | | | | | | | | | |
Cash at the end of the period | | $ | 486,646 | | | $ | — | | | $ | 64,906 | | | $ | 551,552 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | Condensed Consolidating Results of Operations | |
| | Year Ended July 2, 2005 | |
| | | | | | SYSCO | | | Other Non-Guarantor | | | | | | | |
| | SYSCO | | | International | | | Subsidiaries | | | Eliminations | | | Consolidated Totals | |
| | (In thousands) | |
Sales | | $ | — | | | $ | — | | | $ | 30,281,914 | | | $ | — | | | $ | 30,281,914 | |
Cost of sales | | | — | | | | — | | | | 24,498,200 | | | | — | | | | 24,498,200 | |
Operating expenses | | | 100,595 | | | | 115 | | | | 4,093,474 | | | | — | | | | 4,194,184 | |
Interest expense (income) | | | 312,901 | | | | 11,510 | | | | (249,411 | ) | | | — | | | | 75,000 | |
Other, net | | | (747 | ) | | | — | | | | (10,159 | ) | | | — | | | | (10,906 | ) |
| | | | | | | | | | | | | | | |
Total costs and expenses | | | 412,749 | | | | 11,625 | | | | 28,332,104 | | | | — | | | | 28,756,478 | |
| | | | | | | | | | | | | | | |
Earnings (loss) before income taxes | | | (412,749 | ) | | | (11,625 | ) | | | 1,949,810 | | | | — | | | | 1,525,436 | |
Income tax (benefit) provision | | | (157,876 | ) | | | (4,447 | ) | | | 726,302 | | | | — | | | | 563,979 | |
Equity in earnings of subsidiaries | | | 1,216,330 | | | | 6,500 | | | | — | | | | (1,222,830 | ) | | | — | |
| | | | | | | | | | | | | | | |
Net earnings (loss) | | $ | 961,457 | | | $ | (678 | ) | | $ | 1,223,508 | | | $ | (1,222,830 | ) | | $ | 961,457 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | Condensed Consolidating Cash Flows
| |
| | Condensed Consolidating Cash Flows | | | Year Ended June 30, 2007 | |
| | Year Ended June 30, 2007 | | | | | SYSCO
| | Other Non-Guarantor
| | Consolidated
| |
| | SYSCO | | Other Non-Guarantor | | Consolidated | | | SYSCO | | International | | Subsidiaries | | Totals | |
| | SYSCO | | International | | Subsidiaries | | Totals | | | (In thousands) | |
| | (In thousands) | |
Net cash provided by (used for): | | | | | | | | | | | | | | | | | |
Operating activities | | $ | (238,228 | ) | | $ | (7,326 | ) | | $ | 1,648,476 | | $ | 1,402,922 | | | $ | (238,228 | ) | | $ | (7,326 | ) | | $ | 1,648,476 | | | $ | 1,402,922 | |
Investing activities | | | (28,970 | ) | | — | | | (619,741 | ) | | | (648,711 | ) | | | (28,970 | ) | | | — | | | | (619,741 | ) | | | (648,711 | ) |
Financing activities | | | (764,350 | ) | | 19,540 | | | (3,440 | ) | | | (748,250 | ) | | | (764,350 | ) | | | 19,540 | | | | (3,440 | ) | | | (748,250 | ) |
Exchange rate on cash | | — | | — | | 14 | | 14 | | | | — | | | | — | | | | 14 | | | | 14 | |
Intercompany activity | | 1,036,150 | | | (12,214 | ) | | | (1,023,936 | ) | | — | | | | 1,036,150 | | | | (12,214 | ) | | | (1,023,936 | ) | | | — | |
| | | | | | | | | | | | | | | | | | |
Net increase in cash | | 4,602 | | — | | 1,373 | | 5,975 | | | | 4,602 | | | | — | | | | 1,373 | | | | 5,975 | |
Cash at the beginning of the period | | 131,275 | | — | | 70,622 | | 201,897 | | | | 131,275 | | | | — | | | | 70,622 | | | | 201,897 | |
| | | | | | | | | | | | | | | | | | |
Cash at the end of the period | | $ | 135,877 | | $ | — | | $ | 71,995 | | $ | 207,872 | | | $ | 135,877 | | | $ | — | | | $ | 71,995 | | | $ | 207,872 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | Condensed Consolidating Cash Flows
| |
| | Condensed Consolidating Cash Flows | | | Year Ended July 1, 2006 | |
| | Year Ended July 1, 2006 | | | | | SYSCO
| | Other Non-Guarantor
| | Consolidated
| |
| | SYSCO | | Other Non-Guarantor | | Consolidated | | | SYSCO | | International | | Subsidiaries | | Totals | |
| | SYSCO | | International | | Subsidiaries | | Totals | | | (In thousands) | |
| | (In thousands) | |
Net cash provided by (used for): | | | | | | | | | | | | | | | | | |
Operating activities | | $ | (285,446 | ) | | $ | (7,496 | ) | | $ | 1,417,621 | | $ | 1,124,679 | | | $ | (285,446 | ) | | $ | (7,496 | ) | | $ | 1,417,621 | | | $ | 1,124,679 | |
Investing activities | | | (71,851 | ) | | — | | | (537,667 | ) | | | (609,518 | ) | | | (71,851 | ) | | | — | | | | (537,667 | ) | | | (609,518 | ) |
Financing activities | | | (490,457 | ) | | | (8,311 | ) | | | (5,849 | ) | | | (504,617 | ) | | | (490,457 | ) | | | (8,311 | ) | | | (5,849 | ) | | | (504,617 | ) |
Exchange rate on cash | | — | | — | | | (325 | ) | | | (325 | ) | | | — | | | | — | | | | (325 | ) | | | (325 | ) |
Intercompany activity | | 853,281 | | 15,807 | | | (869,088 | ) | | — | | | | 853,281 | | | | 15,807 | | | | (869,088 | ) | | | — | |
| | | | | | | | | | | | | | | | | | |
Net increase in cash | | 5,527 | | — | | 4,692 | | 10,219 | | | | 5,527 | | | | — | | | | 4,692 | | | | 10,219 | |
Cash at the beginning of the period | | 125,748 | | — | | 65,930 | | 191,678 | | | | 125,748 | | | | — | | | | 65,930 | | | | 191,678 | |
| | | | | | | | | | | | | | | | | | |
Cash at the end of the period | | $ | 131,275 | | $ | — | | $ | 70,622 | | $ | 201,897 | | | $ | 131,275 | | | $ | — | | | $ | 70,622 | | | $ | 201,897 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Condensed Consolidating Cash Flows | |
| | Year Ended July 2, 2005 | |
| | | | | | SYSCO | | | Other Non-Guarantor | | | Consolidated | |
| | SYSCO | | | International | | | Subsidiaries | | | Totals | |
| | (In thousands) | |
Net cash provided by (used for): | | | | | | | | | | | | | | | | |
Operating activities | | $ | (222,380 | ) | | $ | (6,958 | ) | | $ | 1,420,546 | | | $ | 1,191,208 | |
Investing activities | | | 35,887 | | | | — | | | | (448,375 | ) | | | (412,488 | ) |
Financing activities | | | (739,429 | ) | | | (40,772 | ) | | | (4,389 | ) | | | (784,590 | ) |
Exchange rate on cash | | | — | | | | — | | | | (2,158 | ) | | | (2,158 | ) |
Intercompany activity | | | 964,163 | | | | 47,730 | | | | (1,011,893 | ) | | | — | |
| | | | | | | | | | | | |
Net increase (decrease) in cash | | | 38,241 | | | | — | | | | (46,269 | ) | | | (8,028 | ) |
Cash at the beginning of the period | | | 87,507 | | | | — | | | | 112,199 | | | | 199,706 | |
| | | | | | | | | | | | |
Cash at the end of the period | | $ | 125,748 | | | $ | — | | | $ | 65,930 | | | $ | 191,678 | |
| | | | | | | | | | | | |
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21. | QUARTERLY RESULTS (UNAUDITED) |
19. QUARTERLY RESULTS (UNAUDITED)
Financial information for each quarter in the years ended June 28, 2008 and June 30, 2007 and July 1, 2006 is set forth below:
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | Fiscal 2008 Quarter Ended | | | |
| | Fiscal 2007 Quarter Ended | | | | | September 29 | | December 29 | | March 29 | | June 28 | | Fiscal Year | |
| | September 30 | | December 30 | | March 31 | | June 30 | | Fiscal Year | | | (In thousands except for share data) | |
| | (In thousands except for share data) | |
Sales | | $ | 8,672,072 | | $ | 8,568,748 | | $ | 8,572,961 | | $ | 9,228,294 | | $ | 35,042,075 | | | $ | 9,405,844 | | | $ | 9,239,505 | | | $ | 9,146,557 | | | $ | 9,730,205 | | | $ | 37,522,111 | |
Cost of sales | | 7,002,856 | | 6,915,259 | | 6,938,867 | | 7,427,621 | | 28,284,603 | | | | 7,614,702 | | | | 7,471,725 | | | | 7,412,036 | | | | 7,828,791 | | | | 30,327,254 | |
| | | | | | | | | | | | |
Gross margin | | | | 1,791,142 | | | | 1,767,780 | | | | 1,734,521 | | | | 1,901,414 | | | | 7,194,857 | |
Operating expenses | | 1,276,882 | | 1,230,967 | | 1,249,951 | | 1,291,190 | | 5,048,990 | | | | 1,336,509 | | | | 1,318,768 | | | | 1,316,877 | | | | 1,342,754 | | | | 5,314,908 | |
| | | | | | | | | | | | |
Operating income | | | | 454,633 | | | | 449,012 | | | | 417,644 | | | | 558,660 | | | | 1,879,949 | |
Interest expense | | 25,766 | | 28,006 | | 25,700 | | 25,530 | | 105,002 | | | | 26,371 | | | | 28,915 | | | | 28,744 | | | | 27,511 | | | | 111,541 | |
Other, net | | | (9,038 | ) | | | (3,375 | ) | | | (2,536 | ) | | | (2,786 | ) | | | (17,735 | ) | |
| | | | | | | | | | | | |
Total costs and expenses | | 8,296,466 | | 8,170,857 | | 8,211,982 | | 8,741,555 | | 33,420,860 | | |
Other income, net | | | | (3,032 | ) | | | (8,343 | ) | | | (7,285 | ) | | | (4,270 | ) | | | (22,930 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
Earnings before income taxes | | 375,606 | | 397,891 | | 360,979 | | 486,739 | | 1,621,215 | | | | 431,294 | | | | 428,440 | | | | 396,185 | | | | 535,419 | | | | 1,791,338 | |
Income taxes | | 145,458 | | 151,353 | | 139,980 | | 183,348 | | 620,139 | | | | 164,305 | | | | 164,292 | | | | 155,284 | | | | 201,306 | | | | 685,187 | |
| | | | | | | | | | | | | | | | | | | | | | |
Net earnings | | $ | 230,148 | | $ | 246,538 | | $ | 220,999 | | $ | 303,391 | | $ | 1,001,076 | | | $ | 266,989 | | | $ | 264,148 | | | $ | 240,901 | | | $ | 334,113 | | | $ | 1,106,151 | |
| | | | | | | | | | | | | | | | | | | | | | |
Per share: | | | | | | | | | | | | | | | | | | | | | |
Basic net earnings | | $ | 0.37 | | $ | 0.40 | | $ | 0.36 | | $ | 0.49 | | $ | 1.62 | | | $ | 0.44 | | | $ | 0.43 | | | $ | 0.40 | | | $ | 0.56 | | | $ | 1.83 | |
Diluted net earnings | | 0.37 | | 0.39 | | 0.35 | | 0.49 | | 1.60 | | | | 0.43 | | | | 0.43 | | | | 0.40 | | | | 0.55 | | | | 1.81 | |
Dividends declared | | 0.17 | | 0.19 | | 0.19 | | 0.19 | | 0.74 | | | | 0.19 | | | | 0.22 | | | | 0.22 | | | | 0.22 | | | | 0.85 | |
Market price — high/low | | 34-27 | | 37-32 | | 37-31 | | 35-32 | | 37-27 | | | | 36-30 | | | | 36-31 | | | | 32-26 | | | | 32-27 | | | | 36-26 | |
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal 2006 Quarter Ended | | | | |
| | October 1 | | | December 31 | | | April 1 | | | July 1 | | | Fiscal Year | |
| | (In thousands except for share data) | |
Sales | | $ | 8,010,484 | | | $ | 7,971,061 | | | $ | 8,137,816 | | | $ | 8,509,077 | | | $ | 32,628,438 | |
Cost of sales | | | 6,480,793 | | | | 6,434,753 | | | | 6,602,102 | | | | 6,819,459 | | | | 26,337,107 | |
Operating expenses | | | 1,176,656 | | | | 1,171,469 | | | | 1,193,270 | | | | 1,254,906 | | | | 4,796,301 | |
Interest expense | | | 22,246 | | | | 29,227 | | | | 29,441 | | | | 28,186 | | | | 109,100 | |
Other, net | | | (3,115 | ) | | | (2,220 | ) | | | (819 | ) | | | (2,862 | ) | | | (9,016 | ) |
| | | | | | | | | | | | | | | |
Total costs and expenses | | | 7,676,580 | | | | 7,633,229 | | | | 7,823,994 | | | | 8,099,689 | | | | 31,233,492 | |
| | | | | | | | | | | | | | | |
Earnings before income taxes and cumulative effect of accounting change | | | 333,904 | | | | 337,832 | | | | 313,822 | | | | 409,388 | | | | 1,394,946 | |
Income taxes | | | 134,694 | | | | 133,650 | | | | 125,283 | | | | 155,279 | | | | 548,906 | |
| | | | | | | | | | | | | | | |
Earnings before cumulative effect of accounting change | | | 199,210 | | | | 204,182 | | | | 188,539 | | | | 254,109 | | | | 846,040 | |
Cumulative effect of accounting change | | | 9,285 | | | | — | | | | — | | | | — | | | | 9,285 | |
| | | | | | | | | | | | | | | |
Net earnings | | $ | 208,495 | | | $ | 204,182 | | | $ | 188,539 | | | $ | 254,109 | | | $ | 855,325 | |
| | | | | | | | | | | | | | | |
Per share: | | | | | | | | | | | | | | | | | | | | |
Basic earnings before accounting change | | $ | 0.32 | | | $ | 0.33 | | | $ | 0.30 | | | $ | 0.41 | | | $ | 1.36 | |
Diluted earnings before accounting change | | | 0.31 | | | | 0.33 | | | | 0.30 | | | | 0.41 | | | | 1.35 | |
Basic net earnings | | | 0.33 | | | | 0.33 | | | | 0.30 | | | | 0.41 | | | | 1.38 | |
Diluted net earnings | | | 0.33 | | | | 0.33 | | | | 0.30 | | | | 0.41 | | | | 1.36 | |
Dividends declared | | | 0.15 | | | | 0.17 | | | | 0.17 | | | | 0.17 | | | | 0.66 | |
Market price — high/low | | | 37-31 | | | | 34-30 | | | | 33-29 | | | | 32-29 | | | | 37-29 | |
| | | | | | | | | | | | | | | | | | | | |
Percentage increases— 2007 vs. 2006: | | | | | | | | | | | | | | | | | | | | |
Sales | | | 8 | % | | | 7 | % | | | 5 | % | | | 8 | % | | | 7 | % |
Earnings before income taxes and cumulative effect of accounting change | | | 12 | | | | 18 | | | | 15 | | | | 19 | | | | 16 | |
Earnings before cumulative effect of accounting change | | | 16 | | | | 21 | | | | 17 | | | | 19 | | | | 18 | |
Net earnings | | | 10 | | | | 21 | | | | 17 | | | | 19 | | | | 17 | |
Basic earnings before accounting change per share | | | 16 | | | | 21 | | | | 20 | | | | 20 | | | | 19 | |
Diluted earnings before accounting change per share | | | 19 | | | | 18 | | | | 17 | | | | 20 | | | | 19 | |
Basic net earnings per share | | | 12 | | | | 21 | | | | 20 | | | | 20 | | | | 17 | |
Diluted net earnings per share | | | 12 | | | | 18 | | | | 17 | | | | 20 | | | | 18 | |
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal 2007 Quarter Ended | | | | |
| | September 30 | | | December 30 | | | March 31 | | | June 30 | | | Fiscal Year | |
| | (In thousands except for share data) | |
|
Sales | | $ | 8,672,072 | | | $ | 8,568,748 | | | $ | 8,572,961 | | | $ | 9,228,294 | | | $ | 35,042,075 | |
Cost of sales | | | 7,002,856 | | | | 6,915,259 | | | | 6,938,867 | | | | 7,427,621 | | | | 28,284,603 | |
| | | | | | | | | | | | | | | | | | | | |
Gross margin | | | 1,669,216 | | | | 1,653,489 | | | | 1,634,094 | | | | 1,800,673 | | | | 6,757,472 | |
Operating expenses | | | 1,276,882 | | | | 1,230,967 | | | | 1,249,951 | | | | 1,291,190 | | | | 5,048,990 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income | | | 392,334 | | | | 422,522 | | | | 384,143 | | | | 509,483 | | | | 1,708,482 | |
Interest expense | | | 25,766 | | | | 28,006 | | | | 25,700 | | | | 25,530 | | | | 105,002 | |
Other income, net | | | (9,038 | ) | | | (3,375 | ) | | | (2,536 | ) | | | (2,786 | ) | | | (17,735 | ) |
| | | | | | | | | | | | | | | | | | | | |
Earnings before income taxes | | | 375,606 | | | | 397,891 | | | | 360,979 | | | | 486,739 | | | | 1,621,215 | |
Income taxes | | | 145,458 | | | | 151,353 | | | | 139,980 | | | | 183,348 | | | | 620,139 | |
| | | | | | | | | | | | | | | | | | | | |
Net earnings | | $ | 230,148 | | | $ | 246,538 | | | $ | 220,999 | | | $ | 303,391 | | | $ | 1,001,076 | |
| | | | | | | | | | | | | | | | | | | | |
Per share: | | | | | | | | | | | | | | | | | | | | |
Basic net earnings | | $ | 0.37 | | | $ | 0.40 | | | $ | 0.36 | | | $ | 0.49 | | | $ | 1.62 | |
Diluted net earnings | | | 0.37 | | | | 0.39 | | | | 0.35 | | | | 0.49 | | | | 1.60 | |
Dividends declared | | | 0.17 | | | | 0.19 | | | | 0.19 | | | | 0.19 | | | | 0.74 | |
Market price — high/low | | | 34-27 | | | | 37-32 | | | | 37-31 | | | | 35-32 | | | | 37-27 | |
Percentage increases— 2008 vs. 2007: | | | | | | | | | | | | | | | | | | | | |
Sales | | | 8 | % | | | 8 | % | | | 7 | % | | | 5 | % | | | 7 | % |
Operating income | | | 16 | | | | 6 | | | | 9 | | | | 10 | | | | 10 | |
Net earnings | | | 16 | | | | 7 | | | | 9 | | | | 10 | | | | 11 | |
Basic net earnings per share | | | 19 | | | | 8 | | | | 11 | | | | 14 | | | | 13 | |
Diluted net earnings per share | | | 16 | | | | 10 | | | | 14 | | | | 12 | | | | 13 | |
Financial results are impacted by accounting changes and the adoption of various accounting standards. See Note 2, Changes in Accounting.
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Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone.
None.
| |
Item 9A. | Controls and Procedures |
Item 9A.Controls and Procedures
SYSCO’s management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2007.28, 2008. The term “disclosure controls and procedures,” as defined inRules 13a-15(e) and15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2007,28, 2008, our chief executive officer and chief financial officer concluded that, as of such date, SYSCO’s disclosure controls and procedures were effective at the reasonable assurance level.
Management’s report on internal control over financial reporting is included in the financial statement pages at page 31.
No change in our internal control over financial reporting (as defined inRules 13a-15(f) and15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, 200728, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
In May 2007, we restated our unaudited interim consolidated financial statements for the quarterly periods ended September 30, 2006 and December 30, 2006, as contained in SYSCO’s Reports on Form 10-Q filed on November 9, 2006 and February 8, 2007, respectively, due to an error in SYSCO’s application of FASB Staff Position No. FTB 85-4-1, “Accounting for Life Settlement Contracts by Third-Party Investors”. Prior to the filing of these amended reports and in connection with the evaluation performed as of June 30, 2007, SYSCO’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, reconsidered their conclusions regarding the effectiveness of disclosure controls and procedures for the quarterly periods ended September 30, 2006, December 30, 2006 and June 30, 2007 in light of, and giving due consideration to, the restatements and the reasons therefor, and concluded that SYSCO’s disclosure controls and procedures were effective as of those dates at the reasonable assurance level, despite the restatements.
| |
Item 9B. | Other Information |
None.
Item 9B.Other InformationPART III
None.
| |
Item 10. | Directors and Executive Officers of the Registrant |
PART III
Item 10.Directors and Executive Officers of the Registrant
The information required by this item will be included in our proxy statement for the 20072008 Annual Meeting of Stockholders under the following captions, and is incorporated herein by reference thereto: “Election of Directors,” “Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Report of the Audit Committee” and “Corporate Governance and Board of Directors Matters.”
| |
Item 11. | Executive Compensation |
Item 11.Executive Compensation
The information required by this item will be included in our proxy statement for the 20072008 Annual Meeting of Stockholders under the following captions, and is incorporated herein by reference thereto: “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Director Compensation” and “Executive Compensation.”
| |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be included in our proxy statement for the 20072008 Annual Meeting of Stockholders under the following captions, and is incorporated herein by reference thereto: “Stock Ownership” and “Equity Compensation Plan Information.”
64
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Item 13. | Certain Relationships and Related Transactions |
Item 13.Certain Relationships and Related Transactions
The information required by this item will be included in our proxy statement for the 20072008 Annual Meeting of Stockholders under the following caption, and is incorporated herein by reference thereto: “Certain Relationships and Related Transactions” and “Director Independence.”
| |
Item 14. | Principal Accountant Fees and Services |
Item 14.Principal Accountant Fees and Services
The information required by this item will be included in our proxy statement for the 20072008 Annual Meeting of Stockholders under the following caption, and is incorporated herein by reference thereto: “Fees Paid to Independent Registered Public Accountants.Accounting Firm.”
63
PART IV
Item 15.Exhibits and Financial Statement Schedule
(a) The following documents are filed, or incorporated by reference, as part of thisForm 10-K:
1. All financial statements. See index to Consolidated Financial Statements on page 30 of thisForm 10-K.
2. Financial Statement Schedule. See page S-1 of this Form 10-K.
All other financial statement schedules are omitted because they are not applicable or the information is set forth in the consolidated financial statements or notes thereto within Item 8. Financial Statements and Supplementary Data.
3. Exhibits.
| | | | | | |
| 3 | .1 | | — | | Restated Certificate of Incorporation, incorporated by reference to Exhibit 3(a) toForm 10-K for the year ended June 28, 1997(File No. 1-6544). |
| 3 | .2 | | — | | Certificate of Amendment of Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(d) toForm 10-Q for the quarter ended January 1, 2000 (FileNo. 1-6544). |
| 3 | .3 | | — | | Certificate of Amendment to Restated Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(e) toForm 10-Q for the quarter ended December 27, 2003 (FileNo. 1-6544). |
| 3 | .4 | | — | | Form of Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(c) toForm 10-K for the year ended June 29, 1996 (FileNo. 1-6544). |
| 3 | .5 | | — | | Amended and Restated Bylaws of Sysco Corporation dated July 18, 2008, incorporated by reference to Exhibit 3.5 toForm 8-K filed on July 23, 2008 (FileNo. 1-6544). |
| 4 | .1 | | — | | 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 onForm S-3 filed June 6, 1995 (FileNo. 33-60023). |
| 4 | .2 | | — | | 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) toForm 10-K for the year ended June 27, 1998 (FileNo. 1-6544). |
| 4 | .3 | | — | | Seventh Supplemental Indenture, including form of Note, dated March 5, 2004 between Sysco Corporation, as Issuer, and Wachovia Bank, National Association (formerly First Union National Bank of North Carolina), as Trustee, incorporated by reference to Exhibit 4(j) toForm 10-Q for the quarter ended March 27, 2004 (FileNo. 1-6544). |
| 4 | .4 | | — | | Eighth Supplemental Indenture, including form of Note, dated September 22, 2005 between Sysco Corporation, as Issuer, and Wachovia Bank, National Association, as Trustee, incorporated by reference to Exhibits 4.1 and 4.2 toForm 8-K filed on September 20, 2005 (FileNo. 1-6544). |
| 4 | .5 | | — | | Ninth Supplemental Indenture, including form of Note, dated February 12, 2008 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.1 toForm 8-K filed on February 12, 2008 (FileNo. 1-6544). |
| 4 | .6 | | — | | Tenth Supplemental Indenture, including form of Note, dated February 12, 2008 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.3 toForm 8-K filed on February 12, 2008 (FileNo. 1-6544). |
| 4 | .7 | | — | | Agreement of Resignation, Appointment and Acceptance, dated February 13, 2007, by and among Sysco Corporation and Sysco International Co., a wholly-owned subsidiary of Sysco Corporation, U.S. Bank National Association and The Bank of New York Trust Company, N.A., incorporated by reference to Exhibit 4(h) to Registration Statement onForm S-3 filed on February 6, 2008(File No. 333-149086). |
| 4 | .8 | | — | | Indenture dated May 23, 2002 between Sysco International, Co., Sysco Corporation and Wachovia Bank, National Association, incorporated by reference to Exhibit 4.1 to Registration Statement onForm S-4 filed August 21, 2002 (FileNo. 333-98489). |
| 10 | .1 | | — | | Credit Agreement dated November 4, 2005 between Sysco Corporation, Sysco International, Co., JP Morgan Chase Bank, N.A., and certain Lenders party thereto, incorporated by reference to Exhibit 99.1 toForm 8-K filed on November 10, 2005 (FileNo. 1-6544). |
| 10 | .2 | | — | | Commitment Increase Agreement dated March 31, 2006 by and among Sysco Corporation, JPMorgan Chase Bank, individually and as Administrative Agent, the Co-Syndication Agents named therein and the other financial institutions party thereto relating to the Credit Agreement dated September 13, 2002, incorporated by reference to Exhibit 99.1 toForm 8-K filed on April 6, 2006(File No. 1-6544). |
| 10 | .3 | | — | | Form of Commitment Increase Agreement dated September 25, 2007 by and among Sysco Corporation, JPMorgan Chas Bank, individually and as Administrative Agent, the Co-Syndication Agents named therein and the other financial institutions party thereto relating to the Credit Agreement dated November 4, 2005, incorporated by reference to Exhibit 10.1 toForm 10-Q for the quarter ended September 29, 2007 filed on November 8, 2007 (FileNo. 1-6544). |
| 10 | .4 | | — | | Form of Extension Agreement effective September 21, 2007 by and among Sysco Corporation, JPMorgan Chase Bank, individually and as Administrative Agent, the Co-Syndication Agents named therein and the other financial institutions party thereto relating to the Credit Agreement dated November 4, 2005, incorporated by reference to Exhibit 10.2 toForm 10-Q for the quarter ended September 29, 2007 filed on November 8, 2007 (FileNo. 1-6544). |
| 10 | .5 | | — | | Amended and Restated Issuing and Paying Agency Agreement, dated as of April 13, 2006, between Sysco Corporation and JPMorgan Chase Bank, National Association, incorporated by reference to Exhibit 10.1 toForm 8-K filed on April 19, 2006(File No. 1-6544). |
| 10 | .6 | | — | | Commercial Paper Dealer Agreement, dated as of April 13, 2006, between Sysco Corporation and J.P. Morgan Securities Inc., incorporated by reference to Exhibit 10.2 toForm 8-K filed on April 19, 2006 (FileNo. 1-6544). |
| 10 | .7 | | — | | Commercial Paper Dealer Agreement, dated as of April 13, 2006, between Sysco Corporation and Goldman, Sachs & Co., incorporated by reference to Exhibit 10.3 toForm 8-K filed on April 19, 2006 (FileNo. 1-6544). |
| 10 | .8†# | | — | | Fifth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan. |
| 10 | .9†# | | — | | Seventh Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan. |
| 10 | .10† | | — | | Sysco Corporation 1991 Stock Option Plan, incorporated by reference to Exhibit 10(e) toForm 10-K for the year ended July 3, 1999 (FileNo. 1-6544). |
| 10 | .11† | | — | | Amendments to Sysco Corporation 1991 Stock Option Plan dated effective September 4, 1997, incorporated by reference to Exhibit 10(f) toForm 10-K for the year ended June 28, 1997 (FileNo. 1-6544). |
| 10 | .12† | | — | | Amendments to Sysco Corporation 1991 Stock Option Plan dated effective November 5, 1998, incorporated by reference to Exhibit 10(g) toForm 10-K for the year ended July 3, 1999 (FileNo. 1-6544). |
| 10 | .13† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 3, 1998 under the 1991 Stock Option Plan, incorporated by reference to Exhibit 10(ss) toForm 10-K for the year ended July 3, 2004 filed on September 16, 2004(File No. 1-6544). |
64
| | | | | | |
| 10 | .14† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 2, 1999 under the 1991 Stock Option Plan, incorporated by reference to Exhibit 10(tt) toForm 10-K for the year ended July 3, 2004 filed on September 16, 2004(File No. 1-6544). |
| 10 | .15† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 7, 2000 under the 1991 Stock Option Plan, incorporated by reference to Exhibit 10(uu) toForm 10-K for the year ended July 3, 2004 filed on September 16, 2004(File No. 1-6544). |
| 10 | .16† | | — | | 2000 Stock Incentive Plan, incorporated by reference to Appendix B to Proxy Statement filed on September 25, 2000(File No. 1-6544). |
| 10 | .17† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 11, 2001 under the 2000 Stock Incentive Plan, incorporated by reference to Exhibit 10(vv) toForm 10-K for the year ended July 3, 2004 filed on September 16, 2004(File No. 1-6544). |
| 10 | .18† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 11, 2001 under the 2000 Stock Incentive Plan, incorporated by reference to Exhibit 10(ww) toForm 10-K for the year ended July 3, 2004 filed on September 16, 2004(File No. 1-6544). |
| 10 | .19† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 12, 2002 under the 2000 Stock Incentive Plan, incorporated by reference to Exhibit 10(xx) toForm 10-K for the year ended July 3, 2004 filed on September 16, 2004(File No. 1-6544). |
| 10 | .20† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 11, 2003 under the 2000 Stock Incentive Plan, incorporated by reference to Exhibit 10(yy) toForm 10-K for the year ended July 3, 2004 filed on September 16, 2004(File No. 1-6544). |
| 10 | .21† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 2, 2004 under the 2000 Stock Incentive Plan, incorporated by reference to Exhibit 10(a) toForm 8-K filed on September 9, 2004 (FileNo. 1-6544). |
| 10 | .22† | | — | | 2004 Stock Option Plan, incorporated by reference to Appendix B to the Sysco Corporation Proxy Statement filed September 24, 2004 (FileNo. 1-6544). |
| 10 | .23† | | — | | First Amendment to the 2004 Stock Option Plan, incorporated by reference to Exhibit 10.2 toForm 10-Q for the quarter ended March 29, 2008 filed on May 6, 2008 (FileNo. 1-6544). |
| 10 | .24† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 8, 2005 and September 7, 2006 under the 2004 Stock Option Plan, incorporated by reference to Exhibit 99.1 toForm 8-K filed on September 14, 2005 (FileNo. 1-6544). |
| 10 | .25† | | — | | 2007 Stock Incentive Plan, incorporated by reference to Annex A to the Sysco Corporation Proxy Statement filed on September 26, 2007 (FileNo. 1-6544). |
| 10 | .26† | | — | | Form of Stock Option Grant Agreement issued to executive officers under the 2007 Stock Incentive Plan, incorporated by reference to Exhibit 10.6 toForm 10-Q for the quarter ended December 29, 2007 filed on February 5, 2008 (FileNo. 1-6544). |
| 10 | .27† | | — | | Amended and Restated 2004 Cash Performance Unit Plan (formerly known as the 2004 Long-Term Incentive Cash Plan and the 2004 Mid-Term Incentive Plan), incorporated by reference to Exhibit 10.4 toForm 10-Q for the quarter ended December 29, 2007 filed on February 5, 2008 (FileNo. 1-6544). |
| 10 | .28† | | — | | Form of Performance Unit Grant Agreement issued to executive officers effective September 8, 2005 under the Long-Term Incentive Cash Plan, incorporated by reference to Exhibit 10.38 toForm 10-K for the year ended July 1, 2006 filed on September 14, 2006 (FileNo. 1-6544). |
| 10 | .29† | | — | | Form of Performance Unit Grant Agreement issued to executive officers effective September 7, 2006 under the Long-Term Incentive Cash Plan, incorporated by reference to Exhibit 10.3 toForm 8-K filed on September 13, 2006 (FileNo. 1-6544). |
| 10 | .30† | | — | | Form of Performance Unit Grant Agreement issued to executive officers effective September 28, 2007, under the 2004 Mid-Term Incentive Plan, incorporate by reference to Exhibit 10.4 toForm 10-Q for the quarter ended September 29, 2007 filed on November 8, 2007 (FileNo. 1-6544). |
| 10 | .31† | | — | | 2005 Management Incentive Plan, incorporated by reference to Annex B to the Sysco Corporation Proxy Statement for the November 11, 2005 Annual Meeting of Stockholders (FileNo. 1-6544). |
| 10 | .32† | | — | | First Amendment to 2005 Management Incentive Plan dated July 13, 2007, incorporated by reference to Exhibit 10.33 toForm 10-K for the year ended June 30, 2007 filed on August 28, 2007 (FileNo. 1-6544). |
| 10 | .33† | | — | | Form of Fiscal Year 2008 Bonus Award for the Chief Executive Officer, President, Chief Financial Officer, Executive Vice Presidents and Senior Vice Presidents (excluding Senior Vice Presidents of Operations) under the 2005 Management Incentive Plan, incorporated by reference to Exhibit 10.36 toForm 10-K for the year ended June 30, 2007 filed on August 28, 2007 (FileNo. 1-6544). |
| 10 | .34†# | | — | | First Amended and Restated 2005 Management Incentive Plan. |
| 10 | .35†# | | — | | Form of Fiscal Year 2009 Bonus Award for the Chief Executive Officer, President, Chief Financial Officer and Executive Vice Presidents under the First Amended and Restated 2005 Management Incentive Plan. |
| 10 | .36† | | — | | 2006 Supplemental Performance Bonus Plan dated June 9, 2006, incorporated by reference to Exhibit 10.49 toForm 10-K for the year ended July 1, 2006 filed on September 14, 2006 (FileNo. 1-6544). |
| 10 | .37† | | — | | Form of Fiscal Year 2008 Chief Executive Officer Supplemental Bonus Agreement under the 2006 Supplemental Performance Based Bonus Plan, incorporated by reference to Exhibit 10.41 toForm 10-K for the year ended June 30, 2007 filed on August 28, 2007 (FileNo. 1-6544). |
| 10 | .38† | | — | | Form of Fiscal Year 2008 Supplemental Bonus Agreement for President, Executive Vice Presidents, Senior Vice Presidents and Senior Vice Presidents of Operations under the 2006 Supplemental Performance Based Bonus Plan, incorporated by reference to Exhibit 10.42 toForm 10-K for the year ended June 30, 2007 filed on August 28, 2007 (FileNo. 1-6544). |
| 10 | .39†# | | — | | Termination of 2006 Supplemental Performance Bonus Plan. |
| 10 | .40†# | | — | | Form of Fiscal Year 2009 Supplemental Bonus Agreement for the Chief Executive Officer and the President. |
| 10 | .41† | | — | | Executive Severance Agreement dated July 6, 2004 between Sysco Corporation and Richard J. Schnieders, incorporated by reference to Exhibit 10(ii) toForm 10-K for the year ended July 3, 2004 filed on September 16, 2004 (FileNo. 1-6544). |
| 10 | .42† | | — | | Form of Executive Severance Agreement between Sysco Corporation and Kenneth F. Spitler dated July 14, 2004, incorporated by reference to Exhibit 10(jj) toForm 10-K for the year ended July 3, 2004 filed on September 16, 2004 (FileNo. 1-6544). |
| 10 | .43† | | — | | Form of First Amendment dated September 3, 2004 to Executive Severance Agreement between Sysco Corporation and each of Richard J. Schnieders and Kenneth F. Spitler, incorporated by reference to Exhibit 10(kk) toForm 10-K for the year ended July 3, 2004 filed on September 16, 2004 (FileNo. 1-6544). |
65
| | | | | | |
| 10 | .44† | | — | | Letter agreement dated December 12, 2006 between Sysco Corporation and William J. DeLaney regarding certain relocation expenses, incorporated by reference to Exhibit 10.47 toForm 10-K for the year ended June 30, 2007 filed on August 28, 2007 (FileNo. 1-6544). |
| 10 | .45†# | | — | | Description of Compensation Arrangements with Named Executive Officers. |
| 10 | .46† | | — | | Sysco Corporation Amended and Restated Non-Employee Directors Stock Option Plan, incorporated by reference to Exhibit 10(g) toForm 10-K for the year ended June 28, 1997 (FileNo. 1-6544). |
| 10 | .47† | | — | | Amendment to the Amended and Restated Non-Employee Directors Stock Option Plan dated effective November 5, 1998, incorporated by reference to Exhibit 10(i) toForm 10-K for the year ended July 3, 1999 (FileNo. 1-6544). |
| 10 | .48† | | — | | Amended and Restated Non-Employee Directors Stock Plan, incorporated by reference to Appendix B to Proxy Statement filed on September 24, 2001 (FileNo. 1-6544). |
| 10 | .49† | | — | | Form of Stock Option Grant Agreement issued to non-employee directors on September 3, 2004 under the Non-Employee Directors Stock Plan, incorporated by reference to Exhibit 10(b) toForm 8-K field on September 9, 2004 (FileNo. 1-6544). |
| 10 | .50† | | — | | Form of Retainer Stock Agreement for issuance to Non-Employee Directors under the Non-Employee Directors Stock Plan, incorporated by reference to Exhibit 10(a) toForm 10-Q for the quarter ended January 1, 2005 filed on February 10, 2005 (FileNo. 1-6544). |
| 10 | .51† | | — | | Amended and Restated 2005 Non-Employee Directors Stock Plan, incorporated by reference to Exhibit 10.1 toForm 10-Q for the quarter ended December 29, 2007 filed on February 5, 2008 (FileNo. 1-6544). |
| 10 | .52† | | — | | Form of Option Grant Agreement under the 2005 Non-Employee Directors Stock Plan, incorporated by reference to Exhibit 10(i) toForm 10-Q for the quarter ended December 31, 2005 filed on February 9, 2006 (FileNo. 1-6544). |
| 10 | .53† | | — | | Form of Restricted Stock Grant Agreement under the 2005 Non-Employee Directors Stock Plan, incorporated by reference to Exhibit 10(j) toForm 10-Q for the quarter ended December 31, 2005 filed on February 9, 2006 (FileNo. 1-6544). |
| 10 | .54† | | — | | Form of Restricted Stock Agreement under the Amended and Restated 2005 Non-Employee Directors Stock Plan, incorporated by reference to Exhibit 10.1 toForm 10-Q for the quarter ended March 29, 2008 filed on May 6, 2008 (FileNo. 1-6544). |
| 10 | .55† | | — | | Form of Retainer Stock Award Agreement under the 2005 Non-Employee Directors Stock Plan, incorporated by reference to Exhibit 10.1 toForm 8-K filed on November 15, 2006 (FileNo. 1-6544). |
| 10 | .56† | | — | | Second Amended and Restated Board of Directors Deferred Compensation Plan dated April 1, 2002, incorporated by reference to Exhibit 10(aa) toForm 10-K for the year ended June 29, 2002 filed on September 25, 2002 (FileNo. 1-6544). |
| 10 | .57† | | — | | First Amendment to Second Amended and Restated Board of Directors Deferred Compensation Plan dated July 12, 2002, incorporated by reference to Exhibit 10(bb) toForm 10-K for the year ended June 29, 2002 filed on September 25, 2002 (FileNo. 1-6544). |
| 10 | .58† | | — | | Second Amendment to the Second Amended and Restated Sysco Corporation Board of Directors Deferred Compensation Plan, incorporated by reference to Exhibit 10(k) toForm 10-Q for the quarter ended December 31, 2005 filed on February 9, 2006 (FileNo. 1-6544). |
| 10 | .59†# | | — | | Second Amended and Restated Sysco Corporation 2005 Board of Directors Deferred Compensation Plan. |
| 10 | .60†# | | — | | Description of Compensation Arrangements with Non-Employee Directors. |
| 10 | .61†# | | — | | Form of Indemnification Agreement with Non-Employee Directors. |
| 14 | .1 | | — | | Code of Business Conduct and Ethics, incorporated by reference to Exhibit 14.1 toForm 8-K filed on July 19, 2007 (FileNo. 1-6544). |
| 21 | .1# | | — | | Subsidiaries of the Registrant. |
| 23 | .1# | | — | | Consent of Independent Registered Public Accounting Firm. |
| 31 | .1# | | — | | CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31 | .2# | | — | | CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32 | .1# | | — | | CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32 | .2# | | — | | CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | |
† | | Executive Compensation Arrangement pursuant to 601(b)(10)(iii)(A) ofRegulation S-K |
66
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Sysco Corporation has duly caused thisForm 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 26th day of August, 2008.
SYSCO CORPORATION
| | |
| By | /s/ RICHARD J. SCHNIEDERS |
Richard J. Schnieders
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities indicated and on the date indicated above.
PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS:
| | | | |
| | |
/s/ RICHARD J. SCHNIEDERS Richard J. Schnieders | | Chairman of the Board and Chief Executive Officer (principal executive officer) |
| | |
/s/ WILLIAM J. DELANEY William J. DeLaney | | Executive Vice President and Chief Financial Officer (principal financial officer) |
| | |
/s/ G. MITCHELL ELMER G. Mitchell Elmer | | Vice President, Controller and Chief Accounting Officer (principal accounting officer) |
DIRECTORS:
| | |
| | |
| | /s/ RICHARD G. MERRILL |
| | |
John M. Cassaday | | Richard G. Merrill |
| | |
| | /s/ NANCY S. NEWCOMB |
| | |
Judith B. Craven | | Nancy S. Newcomb |
| | |
| | /s/ RICHARD J. SCHNIEDERS |
| | |
Manuel A. Fernandez | | Richard J. Schnieders |
| | |
| | /s/ PHYLLIS S. SEWELL |
| | |
Jonathan Golden | | Phyllis S. Sewell |
| | |
/s/ JOSEPH A. HAFNER, JR. | | /s/ RICHARD G. TILGHMAN |
| | |
Joseph A. Hafner, Jr. | | Richard G. Tilghman |
| | |
/s/ DR. HANS-JOACHIM KOERBER | | /s/ JACKIE M. WARD |
| | |
Dr. Hans-Joachim Koerber | | Jackie M. Ward |
67
EXHIBIT INDEX
Exhibits.
| | | | |
3.1 | | — | | 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). |
| | | | |
3.2 | | — | | 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). |
| | | | |
3.3 | | — | | Certificate of Amendment to Restated Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(e) to Form 10-Q for the quarter ended December 27, 2003 (File No. 1-6544). |
| | | | |
3.4 | | — | | 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). |
| | | | |
3.5 | | — | | Amended and Restated Bylaws of Sysco Corporation dated May 11, 2007,July 18, 2008, incorporated by reference to Exhibit 3.5 to Form 8-K filed on May 15, 2007July 23, 2008 (File No. 1-6544). |
| | | | |
4.1 | | — | | 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). |
| | | | |
4.2 | | — | | 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). |
| | | | |
4.3 | | — | | 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). |
| | | | |
4.4 | | — | | 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). |
| | | | |
4.5 | | — | | 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. 1-6544). |
| | | | |
4.6 | | — | | Sixth Supplemental Indenture, including form of Note, dated April 5, 2002 between Sysco Corporation and Wachovia Bank, National Association (formerly First Union National Bank of North Carolina), as Trustee, incorporated by reference to Exhibit 4.1 to Form 8-K dated April 5, 2002 (File No. 1-6544). |
| | | | |
4.74.3 | | — | | Seventh Supplemental Indenture, including form of Note, dated March 5, 2004 between Sysco Corporation, as Issuer, and Wachovia Bank, National Association (formerly First Union National Bank of North Carolina), as |
65
| | | | |
| | | | Trustee, incorporated by reference to Exhibit 4(j) to Form 10-Q for the quarter ended March 27, 2004 (File No. 1-6544). |
| | | | |
4.84.4 | | — | | Eighth Supplemental Indenture, including form of Note, dated September 22, 2005 between Sysco Corporation, as Issuer, and Wachovia Bank, National Association, as Trustee, incorporated by reference to Exhibits 4.1 and 4.2 to Form 8-K filed on September 20, 2005 (File No. 1-6544). |
| | | | |
4.94.5 | | — | | Ninth Supplemental Indenture, including form of Note, dated February 12, 2008 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.1 to Form 8-K filed on February 12, 2008 (File No. 1-6544). |
| | | | |
4.6 | | — | | Tenth Supplemental Indenture, including form of Note, dated February 12, 2008 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.3 to Form 8-K filed on February 12, 2008 (File No. 1-6544). |
| | | | |
4.7 | | — | | Agreement of Resignation, Appointment and Acceptance, dated February 13, 2007, by and among Sysco Corporation and Sysco International Co., a wholly-owned subsidiary of Sysco Corporation, U.S. Bank National Association and The Bank of New York Trust Company, N.A., incorporated by reference to Exhibit 4(h) to Registration Statement on Form S-3 filed on February 6, 2008 (File No. 333-149086). |
| | | | |
4.8 | | — | | Indenture dated May 23, 2002 between Sysco International, Co., Sysco Corporation and Wachovia Bank, National Association, incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-4 filed August 21, 2002 (File No. 333-98489). |
| | | | |
10.1 | | — | | Credit Agreement dated November 4, 2005 between Sysco Corporation, Sysco International, Co., JP Morgan Chase Bank, N.A., and certain Lenders party thereto, incorporated by reference to Exhibit 99.1 to Form 8-K filed on November 10, 2005 (File No. 1-6544). |
| | | | |
10.2 | | — | | Commitment Increase Agreement dated March 31, 2006 by and among Sysco Corporation, JPMorgan Chase Bank, individually and as Administrative Agent, the Co-Syndication Agents named therein and the other financial institutions party thereto relating to the Credit Agreement dated September 13, 2002, incorporated by reference to Exhibit 99.1 to Form 8-K filed on April 6, 2006 (File No. 1-6544). |
| | | | |
10.3 | | — | | Form of Commitment Increase Agreement dated September 25, 2007 by and among Sysco Corporation, JPMorgan Chas Bank, individually and as Administrative Agent, the Co-Syndication Agents named therein and the other financial institutions party thereto relating to the Credit Agreement dated November 4, 2005, incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 29, 2007 filed on November 8, 2007 (File No. 1-6544). |
| | | | |
10.4 | | — | | Form of Extension Agreement effective September 21, 2007 by and among Sysco Corporation, JPMorgan Chase Bank, individually and as Administrative Agent, the Co-Syndication Agents named therein and the other financial institutions party thereto relating to the Credit Agreement dated November 4, 2005, incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended September 29, 2007 filed on November 8, 2007 (File No. 1-6544). |
| | | | |
10.5 | | — | | Amended and Restated Issuing and Paying Agency Agreement, dated as of April 13, 2006, between Sysco Corporation and JPMorgan Chase Bank, National Association, incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 19, 2006 (File No. 1-6544). |
| | | | |
10.410.6 | | — | | Commercial Paper Dealer Agreement, dated as of April 13, 2006, between Sysco Corporation and J.P. Morgan Securities Inc., incorporated by reference to Exhibit 10.2 to Form 8-K filed on April 19, 2006 (File No. 1-6544). |
| | | | |
10.510.7 | | — | | Commercial Paper Dealer Agreement, dated as of April 13, 2006, between Sysco Corporation and Goldman, Sachs & Co., incorporated by reference to Exhibit 10.3 to Form 8-K filed on April 19, 2006 (File No. 1-6544). |
| | | | |
10.6†10.8†# | | — | | ThirdFifth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, incorporated by reference to Exhibit 10(d) to Form 10-Q for the quarter ended December 31, 2005 filed on February 9, 2006 (File No. 1-6544). |
| | | | |
10.7† | | — | | First Amendment to the Third Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, incorporated by reference to Exhibit 10.2 to Form 8-K filed on September 13, 2006 (File No. 1-6544). |
| | | | |
10.8† | | — | | Sixth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10(c) to Form 10-Q for the quarter ended December 31, 2005 filed on February 9, 2006 (File No. 1-6544).Plan. |
| | | | |
10.9†# | | — | | First Amendment to the SixthSeventh Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10(a) to Form 10-Q for the quarter ended April 1, 2006 filed on May 11, 2006 (File No. 1-6544).Plan. |
| | | | |
10.10† | | — | | Second Amendment to the Sixth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 13, 2006 (File No. 1-6544). |
| | | | |
10.11† | | — | | Sysco Corporation 1991 Stock Option Plan, incorporated by reference to Exhibit 10(e) to Form 10-K for the year ended July 3, 1999 (File No. 1-6544). |
| | | | |
10.12†10.11† | | — | | Amendments to Sysco Corporation 1991 Stock Option Plan dated effective September 4, 1997, incorporated by reference to Exhibit 10(f) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544). |
| | | | |
10.13†10.12† | | — | | Amendments to Sysco Corporation 1991 Stock Option Plan dated effective November 5, 1998, incorporated by reference to Exhibit 10(g) to Form 10-K for the year ended July 3, 1999 (File No. 1-6544). |
| | | | |
10.14† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 4, 1997 under the 1991 Stock Option Plan, incorporated by reference to Exhibit 10(rr) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
| | | | |
10.15†10.13† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 3, 1998 under the 1991 Stock Option Plan, incorporated by reference to Exhibit 10(ss) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
| | | | |
10.16†10.14† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 2, 1999 under the 1991 Stock Option Plan, incorporated by reference to Exhibit 10(tt) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
| | | | |
10.17†10.15† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 7, 2000 under the 1991 Stock Option Plan, incorporated by reference to Exhibit 10(uu) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
66
| | | | |
| | | | September 16, 2004 (File No. 1-6544). |
|
10.18†10.16† | | — | | 2000 Stock Incentive Plan, incorporated by reference to Appendix B to Proxy Statement filed on September 25, 2000 (File No. 1-6544). |
| | | | |
10.19†10.17† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 11, 2001 under the 2000 Stock Incentive Plan, incorporated by reference to Exhibit 10(vv) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
| | | | |
10.20†10.18† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 11, 2001 under the 2000 Stock Incentive Plan, incorporated by reference to Exhibit 10(ww) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
| | | | |
10.21†10.19† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 12, 2002 under the 2000 Stock Incentive Plan, incorporated by reference to Exhibit 10(xx) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
| | | | |
10.22†10.20† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 11, 2003 under the 2000 Stock Incentive Plan, incorporated by reference to Exhibit 10(yy) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
| | | | |
10.23†10.21† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 2, 2004 under the 2000 Stock Incentive Plan, incorporated by reference to Exhibit 10(a) to Form 8-K filed on September 9, 2004 (File No. 1-6544). |
| | | | |
10.24†10.22† | | — | | 2004 Stock Option Plan, incorporated by reference to Appendix B to the Sysco Corporation Proxy Statement filed September 24, 2004 (File No. 1-6544). |
| | | | |
10.25†10.23† | | — | | First Amendment to the 2004 Stock Option Plan, incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 29, 2008 filed on May 6, 2008 (File No. 1-6544). |
| | | | |
10.24† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 8, 2005 and September 7, 2006 under the 2004 Stock Option Plan, incorporated by reference to Exhibit 99.1 to Form 8-K filed on September 14, 2005 (File No. 1-6544). |
| | | | |
10.25† | | — | | 2007 Stock Incentive Plan, incorporated by reference to Annex A to the Sysco Corporation Proxy Statement filed on September 26, 2007 (File No. 1-6544). |
| | | | |
10.26† | | — | | 2004 Long-TermForm of Stock Option Grant Agreement issued to executive officers under the 2007 Stock Incentive Cash Plan, dated September 3, 2004, incorporated by reference to Exhibit 10(a)10.6 to Form 8-K10-Q for the quarter ended December 29, 2007 filed on September 10, 2004February 5, 2008 (File No. 1-6544). |
| | | | |
10.27† | | — | | Form ofAmended and Restated 2004 Cash Performance Unit Grant Agreement issued to executive officers effective September 3,Plan (formerly known as the 2004 under the Long-Term Incentive Cash Plan and the 2004 Mid-Term Incentive Plan), incorporated by reference to Exhibit 10(b)10.4 to Form 8-K10-Q for the quarter ended December 29, 2007 filed on September 10, 2004February 5, 2008 (File No. 1-6544). |
| | | | |
10.28† | | — | | Form of Performance Unit Grant Agreement issued to executive officers effective September 8, 2005 under the Long-Term Incentive Cash Plan, incorporated by reference to Exhibit 10.38 to Form 10-K for the year ended July 1, 2006 filed on September 14, 2006 (File No. 1-6544). |
| | | | |
10.29† | | — | | Form of Performance Unit Grant Agreement issued to executive officers effective September 7, 2006 under the Long-Term Incentive Cash Plan, incorporated by reference to Exhibit 10.3 to Form 8-K filed on September 13, 2006 (File No. 1-6544). |
| | | | |
10.30† | | — | | First AmendmentForm of Performance Unit Grant Agreement issued to executive officers effective September 28, 2007, under the 2004 Long-Term CashMid-Term Incentive Plan, dated February 9, 2007, incorporatedincorporate by reference to Exhibit 10.110.4 to Form 10-Q for the quarter ended March 31,September 29, 2007 filed on November 8, 2007 (File No. 1-6544). |
| | | | |
10.31†# | | — | | Second Amendment to the 2004 Long-Term Cash Incentive Plan dated May 11, 2007 changing the name to the 2004 Mid-Term Incentive Plan. |
| | | | |
10.32† | | — | | 2005 Management Incentive Plan, incorporated by reference to Annex B to the Sysco Corporation Proxy Statement for the November 11, 2005 Annual Meeting of Stockholders (File No. 1-6544). |
| | | | |
10.33†#10.32† | | — | | First Amendment to 2005 Management Incentive Plan dated July 13, 2007. |
| | | | |
10.34† | | — | | Form of Fiscal Year 2007, Bonus Award for the Chief Executive Officer, Chief Financial Officer, Executive Vice Presidents and Senior Vice Presidents under the 2005 Management Incentive Plan, incorporated by reference to Exhibit 10.4410.33 to Form 10-K for the year ended July 1, 2006June 30, 2007 filed on September 14, 2006August 28, 2007 (File No. 1-6544). |
| | | | |
10.35† | | — | | Form of Fiscal Year 2007 Bonus Award for Senior Vice Presidents of Operations under the 2005 Management Incentive Plan, , incorporated by reference to Exhibit 10.45 to Form 10-K for the year ended July 1, 2006 filed on September 14, 2006 (File No. 1-6544). |
| | | | |
10.36†#10.33† | | — | | Form of Fiscal Year 2008 Bonus Award for the Chief Executive Officer, President, Chief Financial Officer, Executive Vice Presidents and Senior Vice Presidents (excluding Senior Vice Presidents of Operations) under the 2005 Management Incentive Plan, incorporated by reference to Exhibit 10.36 to Form 10-K for the year ended June 30, 2007 filed on August 28, 2007 (File No. 1-6544). |
| | | | |
10.34†# | | — | | First Amended and Restated 2005 Management Incentive Plan. |
| | | | |
10.37†10.35†# | | — | | Supplemental Performance BasedForm of Fiscal Year 2009 Bonus Plan dated November 11, 2004, incorporated by reference to Exhibit 10(b) to Form 10-QAward for the quarter ended January 1,Chief Executive Officer, President, Chief Financial Officer and Executive Vice Presidents under the First Amended and Restated 2005 filed on February 10, 2005 (File No. 1-6544).Management Incentive Plan. |
67
| | | | |
10.38†10.36† | | — | | 2006 Supplemental Performance Bonus planPlan dated June 9, 2006, incorporated by reference to Exhibit 10.49 to Form 10-K for the year ended July 1, 2006 filed on September 14, 2006 (File No. 1-6544). |
| | | | |
10.39† | | — | | Form of Fiscal Year 2007 Chief Executive Officer Supplemental Bonus Agreement under the 2006 Supplemental Performance Based Bonus Plan, incorporated by reference to Exhibit 10.50 to Form 10-K for the year ended July 1, 2006 filed on September 14, 2006 (File No. 1-6544). |
| | | | |
10.40† | | — | | Form of Fiscal Year 2007 Supplemental Bonus Agreement for Executive Vice Presidents, Senior Vice Presidents and Senior Vice Presidents of Operations under the 2006 Supplemental Performance Based Bonus Plan, incorporated by reference to Exhibit 10.51 to Form 10-K for the year ended July 1, 2006 filed on September 14, 2006 (File No. 1-6544). |
| | | | |
10.41†#10.37† | | — | | Form of Fiscal Year 2008 Chief Executive Officer Supplemental Bonus Agreement under the 2006 Supplemental Performance Based Bonus Plan.Plan, incorporated by reference to Exhibit 10.41 to Form 10-K for the year ended June 30, 2007 filed on August 28, 2007 (File No. 1-6544). |
| | | | |
10.42†#10.38† | | — | | Form of Fiscal Year 2008 Supplemental Bonus Agreement for President, Executive Vice Presidents, Senior Vice Presidents and Senior Vice Presidents of Operations under the 2006 Supplemental Performance Based Bonus Plan, incorporated by reference to Exhibit 10.42 to Form 10-K for the year ended June 30, 2007 filed on August 28, 2007 (File No. 1-6544). |
| | | | |
10.39†# | | — | | Termination of 2006 Supplemental Performance Bonus Plan. |
| | | | |
10.43†10.40†# | | — | | Form of Fiscal Year 2009 Supplemental Bonus Agreement for the Chief Executive Officer and the President. |
| | | | |
10.41† | | — | | Executive Severance Agreement dated July 6, 2004 between Sysco Corporation and Richard J. Schnieders, incorporated by reference to Exhibit 10(ii) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
| | | | |
10.44†10.42† | | — | | Form of Executive Severance Agreement between Sysco Corporation and each of John K. Stubblefield, Jr. (dated July 6, 2004), Kenneth F. Spitler (dateddated July 14, 2004) and Larry J. Accardi (dated August 18, 2004),2004, incorporated by reference to Exhibit 10(jj) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
| | | | |
10.45†10.43† | | — | | Form of First Amendment dated September 3, 2004 to Executive Severance Agreement between Sysco Corporation and each of Richard J. Schnieders John K Stubblefield, Jr.,and Kenneth F. Spitler, and Larry J. Accardi, incorporated by reference to Exhibit 10(kk) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
| | | | |
10.46†# | | — | | Transition and Early Retirement Agreement dated May 8, 2007 between SYSCO Corporation and Larry J. Accardi. |
| | | | |
10.47†#10.44† | | — | | Letter agreement dated December 12, 2006 between Sysco Corporation and William J. DeLaney regarding certain relocation expenses.expenses, incorporated by reference to Exhibit 10.47 to Form 10-K for the year ended June 30, 2007 filed on August 28, 2007 (File No. 1-6544). |
| | | | |
10.48†10.45†# | | — | | Description of Compensation Arrangements with Named Executive Officers. |
| | | | |
10.49†10.46† | | — | | Sysco Corporation Amended and Restated Non-Employee Directors Stock Option Plan, incorporated by reference to Exhibit 10(g) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544). |
| | | | |
10.50†10.47† | | — | | Amendment to the Amended and Restated Non-Employee Directors Stock Option Plan dated effective November 5, 1998, incorporated by reference to Exhibit 10(i) to Form 10-K for the year ended July 3, 1999 (File No. 1-6544). |
| | | | |
10.51† | | — | | Sysco Corporation Non-Employee Directors Stock Plan, incorporated by reference to Appendix A of the 1998 Proxy Statement (File No. 1-6544). |
| | | | |
10.52†10.48† | | — | | Amended and Restated Non-Employee Directors Stock Plan, incorporated by reference to Appendix B to Proxy Statement filed on September 24, 2001 (File No. 1-6544). |
| | | | |
10.53†10.49† | | — | | Form of Stock Option Grant Agreement issued to non-employee directors on September 3, 2004 under the Non-Employee Directors Stock Plan, incorporated by reference to Exhibit 10(b) to Form 8-K field on September 9, 2004 (File No. 1-6544). |
| | | | |
10.54†10.50† | | — | | Form of Retainer Stock Agreement for issuance to Non-Employee Directors under the Non-Employee Directors Stock Plan, incorporated by reference to Exhibit 10(a) to Form 10-Q for the quarter ended January 1, 2005 filed on February 10, 2005 (File No. 1-6544). |
| | | | |
10.55†10.51† | | — | | Amended and Restated 2005 Non-Employee Directors Stock Plan, incorporated by reference to Annex CExhibit 10.1 to the Sysco Corporation Proxy StatementForm 10-Q for the November 11, 2005 Annual Meeting of Stockholdersquarter ended December 29, 2007 filed on February 5, 2008 (File No. 1-6544). |
| | | | |
10.56†10.52† | | — | | Form of Option Grant Agreement under the 2005 Non-Employee Directors Stock Plan, incorporated by reference to Exhibit 10(i) to Form 10-Q for the quarter ended December 31, 2005 filed on February 9, 2006 (File No. 1-6544). |
| | | | |
10.57†10.53† | | — | | Form of Restricted Stock Grant Agreement under the 2005 Non-Employee Directors Stock Plan, incorporated by reference to Exhibit 10(j) to Form 10-Q for the quarter ended December 31, 2005 filed on February 9, 2006 (File No. 1-6544). |
|
10.58† | | — | | Second Amended and Restated Board of Directors Deferred Compensation Plan dated April 1, 2002, incorporated |
68
| | | | |
10.54† | | — | | Form of Restricted Stock Agreement under the Amended and Restated 2005 Non-Employee Directors Stock Plan, incorporated by reference to Exhibit 10(aa)10.1 to Form 10-K10-Q for the yearquarter ended JuneMarch 29, 20022008 filed on September 25, 2002May 6, 2008 (File No. 1-6544). |
| | | | |
10.59† | | — | | First Amendment to Second Amended and Restated Board of Directors Deferred Compensation Plan dated July 12, 2002, incorporated by reference to Exhibit 10(bb) to Form 10-K for the year ended June 29, 2002 filed on September 25, 2002 (File No. 1-6544). |
| | | | |
10.60† | | — | | Second Amendment to the Second Amended and Restated Sysco Corporation Board of Directors Deferred Compensation Plan, incorporated by reference to Exhibit 10(k) to Form 10-Q for the quarter ended December 31, 2005 filed on February 9, 2006 (File No. 1-6544). |
| | | | |
10.61† | | — | | 2005 Sysco Corporation Board of Directors Deferred Compensation Plan, incorporated by reference to Exhibit 10(e) to Form 10-Q for the quarter ended December 31, 2005 filed on February 9, 2006 (File No. 1-6544) . |
| | | | |
10.62† | | — | | Description of Compensation Arrangements with Non-Employee Directors, incorporated by reference to Exhibit 10.69 to Form 10-K for the year ended July 1, 2006 filed on September 14, 2006 (File No. 1-6544). |
| | | | |
10.63†10.55† | | — | | Form of Retainer Stock Award Agreement under the 2005 Non-Employee Directors Stock Plan, incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 15, 2006 (File No. 1-6544). |
| | | | |
10.56† | | — | | Second Amended and Restated Board of Directors Deferred Compensation Plan dated April 1, 2002, incorporated by reference to Exhibit 10(aa) to Form 10-K for the year ended June 29, 2002 filed on September 25, 2002 (File No. 1-6544). |
| | | | |
10.57† | | — | | First Amendment to Second Amended and Restated Board of Directors Deferred Compensation Plan dated July 12, 2002, incorporated by reference to Exhibit 10(bb) to Form 10-K for the year ended June 29, 2002 filed on September 25, 2002 (File No. 1-6544). |
| | | | |
10.58† | | — | | Second Amendment to the Second Amended and Restated Sysco Corporation Board of Directors Deferred Compensation Plan, incorporated by reference to Exhibit 10(k) to Form 10-Q for the quarter ended December 31, 2005 filed on February 9, 2006 (File No. 1-6544). |
| | | | |
10.59†# | | — | | Second Amended and Restated Sysco Corporation 2005 Board of Directors Deferred Compensation Plan. |
| | | | |
10.60†# | | — | | Description of Compensation Arrangements with Non-Employee Directors. |
| | | | |
10.61†# | | — | | Form of Indemnification Agreement with Non-Employee Directors. |
| | | | |
14.1 | | — | | Code of Business Conduct and Ethics, incorporated by reference to Exhibit 14.1 to Form 8-K filed on July 19, 2007 (File No. 1-6544). |
| | | | |
21.1# | | — | | Subsidiaries of the Registrant. |
| | | | |
23.1# | | — | | Consent of Independent Registered Public Accounting Firm. |
| | | | |
31.1# | | — | | CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | | |
31.2# | | — | | CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | | |
32.1# | | — | | CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | | | |
32.2# | | — | | CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | |
† | | Executive Compensation Arrangement pursuant to 601(b)(10)(iii)(A) of Regulation S-K |
|
# | | Filed Herewith |
69
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Sysco Corporation has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 28th day of August, 2007.
| | | | |
| SYSCO CORPORATION
| |
| By | /s/ RICHARD J. SCHNIEDERS | |
| | Richard J. Schnieders | |
| | Chairman of the Board and
Chief Executive Officer | |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities indicated and on the date indicated above.
PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS:
| | |
/s/ RICHARD J. SCHNIEDERSRichard J. Schnieders | | Chairman of the Board and Chief Executive Officer
(principal executive officer) |
/s/ WILLIAM J. DELANEYWilliam J. DeLaney | | Executive Vice President and Chief Financial Officer
(principal financial officer) |
/s/ G. MITCHELL ELMERG. Mitchell Elmer | | Vice President, Controller and Chief Accounting Officer
(principal accounting officer) |
DIRECTORS:
| | |
/s/ JOHN M. CASSADAYJohn M. Cassaday | | /s/ NANCY S. NEWCOMBNancy S. Newcomb |
/s/ JUDITH B. CRAVENJudith B. Craven | | /s/ RICHARD J. SCHNIEDERSRichard J. Schnieders |
/s/ MANUEL A. FERNANDEZManuel A. Fernandez | | /s/ PHYLLIS S. SEWELLPhyllis S. Sewell |
/s/ JONATHAN GOLDENJonathan Golden | | /s/ RICHARD G. TILGHMANRichard G. Tilghman |
/s/ JOSEPH A. HAFNER, JR.Joseph A. Hafner, Jr. | | /s/ JACKIE M. WARDJackie M. Ward |
/s/ RICHARD G. MERRILLRichard G. Merrill | | |
70
SYSCO CORPORATION AND SUBSIDIARIES
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
| | | | | | | | | | | | | | | | | | | | | | |
| | | | Balance at | | Charged to | | Charged to | | | | |
| | | | Beginning of | | Costs and | | Other Accounts | | Deductions | | Balance at |
| | Description | | Period | | Expenses | | Describe(1) | | Describe(2) | | End of Period |
For year ended July 2, 2005 | | Allowance for doubtful accounts | | $ | 34,175,000 | | | $ | 17,959,000 | | | $ | (1,690,000 | ) | | $ | 20,840,000 | | | $ | 29,604,000 | |
| | Self-insured liabilities | | $ | 100,882,000 | | | $ | 249,295,000 | | | $ | — | | | $ | 244,584,000 | | | $ | 105,593,000 | |
For year ended July 1, 2006 | | Allowance for doubtful accounts | | $ | 29,604,000 | | | $ | 19,895,000 | | | $ | 729,000 | | | $ | 21,128,000 | | | $ | 29,100,000 | |
| | Self-insured liabilities | | $ | 105,593,000 | | | $ | 274,061,000 | | | $ | — | | | $ | 264,097,000 | | | $ | 115,557,000 | |
For year ended June 30, 2007 | | Allowance for doubtful accounts | | $ | 29,100,000 | | | $ | 28,156,000 | | | $ | 595,000 | | | $ | 26,010,000 | | | $ | 31,841,000 | |
| | Self-insured liabilities | | $ | 115,557,000 | | | $ | 302,812,000 | | | $ | — | | | $ | 292,525,000 | | | $ | 125,844,000 | |
| | |
(1) | | Allowance for doubtful accounts: allowance accounts resulting from acquisitions and other adjustments. |
|
(2) | | Allowance for doubtful accounts: customer accounts written off, net of recoveries. |
|
| | Self-insured liabilities: payments. |
S-1
EXHIBIT INDEX
Exhibits.
| | | | |
3.1 | | — | | 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). |
| | | | |
3.2 | | — | | 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). |
| | | | |
3.3 | | — | | Certificate of Amendment to Restated Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(e) to Form 10-Q for the quarter ended December 27, 2003 (File No. 1-6544). |
| | | | |
3.4 | | — | | 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). |
| | | | |
3.5 | | — | | Amended and Restated Bylaws of Sysco Corporation dated May 11, 2007, incorporated by reference to Exhibit 3.5 to Form 8-K filed on May 15, 2007 (File No. 1-6544). |
| | | | |
4.1 | | — | | 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). |
| | | | |
4.2 | | — | | 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). |
| | | | |
4.3 | | — | | 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). |
| | | | |
4.4 | | — | | 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). |
| | | | |
4.5 | | — | | 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. 1-6544). |
| | | | |
4.6 | | — | | Sixth Supplemental Indenture, including form of Note, dated April 5, 2002 between Sysco Corporation and Wachovia Bank, National Association (formerly First Union National Bank of North Carolina), as Trustee, incorporated by reference to Exhibit 4.1 to Form 8-K dated April 5, 2002 (File No. 1-6544). |
| | | | |
4.7 | | — | | Seventh Supplemental Indenture, including form of Note, dated March 5, 2004 between Sysco Corporation, as Issuer, and Wachovia Bank, National Association (formerly First Union National Bank of North Carolina), as Trustee, incorporated by reference to Exhibit 4(j) to Form 10-Q for the quarter ended March 27, 2004 (File No. 1-6544). |
| | | | |
4.8 | | — | | Eighth Supplemental Indenture, including form of Note, dated September 22, 2005 between Sysco Corporation, as Issuer, and Wachovia Bank, National Association, as Trustee, incorporated by reference to Exhibits 4.1 and 4.2 to Form 8-K filed on September 20, 2005 (File No. 1-6544). |
| | | | |
4.9 | | — | | Indenture dated May 23, 2002 between Sysco International, Co., Sysco Corporation and Wachovia Bank, National Association, incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-4 filed August 21, 2002 (File No. 333-98489). |
| | | | |
10.1 | | — | | Credit Agreement dated November 4, 2005 between Sysco Corporation, Sysco International, Co., JP Morgan Chase Bank, N.A., and certain Lenders party thereto, incorporated by reference to Exhibit 99.1 to Form 8-K filed on November 10, 2005 (File No. 1-6544). |
| | | | |
10.2 | | — | | Commitment Increase Agreement dated March 31, 2006 by and among Sysco Corporation, JPMorgan Chase Bank, individually and as Administrative Agent, the Co-Syndication Agents named therein and the other financial institutions party thereto relating to the Credit Agreement dated September 13, 2002, incorporated by reference to Exhibit 99.1 to Form 8-K filed on April 6, 2006 (File No. 1-6544). |
| | | | |
10.3 | | — | | Amended and Restated Issuing and Paying Agency Agreement, dated as of April 13, 2006, between Sysco Corporation and JPMorgan Chase Bank, National Association, incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 19, 2006 (File No. 1-6544). |
|
10.4 | | — | | Commercial Paper Dealer Agreement, dated as of April 13, 2006, between Sysco Corporation and J.P. Morgan |
| | | | |
| | | | Securities Inc., incorporated by reference to Exhibit 10.2 to Form 8-K filed on April 19, 2006 (File No. 1-6544). |
| | | | |
10.5 | | — | | Commercial Paper Dealer Agreement, dated as of April 13, 2006, between Sysco Corporation and Goldman, Sachs & Co., incorporated by reference to Exhibit 10.3 to Form 8-K filed on April 19, 2006 (File No. 1-6544). |
| | | | |
10.6† | | — | | Third Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, incorporated by reference to Exhibit 10(d) to Form 10-Q for the quarter ended December 31, 2005 filed on February 9, 2006 (File No. 1-6544). |
| | | | |
10.7† | | — | | First Amendment to the Third Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, incorporated by reference to Exhibit 10.2 to Form 8-K filed on September 13, 2006 (File No. 1-6544). |
| | | | |
10.8† | | — | | Sixth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10(c) to Form 10-Q for the quarter ended December 31, 2005 filed on February 9, 2006 (File No. 1-6544). |
| | | | |
10.9† | | — | | First Amendment to the Sixth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10(a) to Form 10-Q for the quarter ended April 1, 2006 filed on May 11, 2006 (File No. 1-6544). |
| | | | |
10.10† | | — | | Second Amendment to the Sixth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 13, 2006 (File No. 1-6544). |
| | | | |
10.11† | | — | | Sysco Corporation 1991 Stock Option Plan, incorporated by reference to Exhibit 10(e) to Form 10-K for the year ended July 3, 1999 (File No. 1-6544). |
| | | | |
10.12† | | — | | Amendments to Sysco Corporation 1991 Stock Option Plan dated effective September 4, 1997, incorporated by reference to Exhibit 10(f) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544). |
| | | | |
10.13† | | — | | Amendments to Sysco Corporation 1991 Stock Option Plan dated effective November 5, 1998, incorporated by reference to Exhibit 10(g) to Form 10-K for the year ended July 3, 1999 (File No. 1-6544). |
| | | | |
10.14† | | — | | Form of Stock Option Grant Agreement issued to executive officers on August 31, 1995 under the 1991 Stock Option Plan, incorporated by reference to Exhibit 10(pp) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
| | | | |
10.15† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 3, 1998 under the 1991 Stock Option Plan, incorporated by reference to Exhibit 10(ss) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
| | | | |
10.16† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 2, 1999 under the 1991 Stock Option Plan, incorporated by reference to Exhibit 10(tt) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
| | | | |
10.17† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 7, 2000 under the 1991 Stock Option Plan, incorporated by reference to Exhibit 10(uu) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
| | | | |
10.18† | | — | | 2000 Stock Incentive Plan, incorporated by reference to Appendix B to Proxy Statement filed on September 25, 2000 (File No. 1-6544). |
| | | | |
10.19† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 11, 2001 under the 2000 Stock Incentive Plan, incorporated by reference to Exhibit 10(vv) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
| | | | |
10.20† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 11, 2001 under the 2000 Stock Incentive Plan, incorporated by reference to Exhibit 10(ww) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
| | | | |
10.21† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 12, 2002 under the 2000 Stock Incentive Plan, incorporated by reference to Exhibit 10(xx) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
| | | | |
10.22† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 11, 2003 under the 2000 Stock Incentive Plan, incorporated by reference to Exhibit 10(yy) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
| | | | |
10.23† | | — | | Form of Stock Option Grant Agreement issued to executive officers under the 2000 Stock Incentive Plan, incorporated by reference to Exhibit 10(a) to Form 8-K filed on September 9, 2004 (File No. 1-6544). |
| | | | |
10.24† | | — | | 2004 Stock Option Plan, incorporated by reference to Appendix B to the Sysco Corporation Proxy Statement filed September 24, 2004 (File No. 1-6544). |
| | | | |
10.25† | | — | | Form of Stock Option Grant Agreement issued to executive officers on September 8, 2005 and September 7, 2006 under the 2004 Stock Option Plan, incorporated by reference to Exhibit 99.1 to Form 8-K filed on September 14, 2005 (File No. 1-6544). |
| | | | |
10.26† | | — | | 2004 Long-Term Incentive Cash Plan dated September 3, 2004, incorporated by reference to Exhibit 10(a) to Form 8-K filed on September 10, 2004 (File No. 1-6544). |
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10.27† | | — | | Form of Performance Unit Grant Agreement issued to executive officers effective September 3, 2004 under the Long-Term Incentive Cash Plan, incorporated by reference to Exhibit 10(b) to Form 8-K filed on September 10, 2004 (File No. 1-6544). |
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10.28† | | — | | Form of Performance Unit Grant Agreement issued to executive officers effective September 8, 2005 under the Long-Term Incentive Cash Plan, incorporated by reference to Exhibit 10.38 to Form 10-K for the year ended July 1, 2006 filed on September 14, 2006 (File No. 1-6544). |
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10.29† | | — | | Form of Performance Unit Grant Agreement issued to executive officers effective September 7, 2006 under the Long-Term Incentive Cash Plan, incorporated by reference to Exhibit 10.3 to Form 8-K filed on September 13, 2006 (File No. 1-6544). |
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10.30† | | — | | First Amendment to the 2004 Long-Term Cash Incentive Plan dated February 9, 2007, incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2007 (File No. 1-6544). |
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10.31†# | | — | | Second Amendment to the 2004 Long-Term Cash Incentive Plan dated May 11, 2007 changing the name to the 2004 Mid-Term Incentive Plan. |
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10.32† | | — | | 2005 Management Incentive Plan, incorporated by reference to Annex B to the Sysco Corporation Proxy Statement for the November 11, 2005 Annual Meeting of Stockholders (File No. 1-6544). |
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10.33†# | | — | | First Amendment to 2005 Management Incentive Plan dated July 13, 2007. |
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10.34† | | — | | Form of Fiscal Year 2007 Bonus Award for the Chief Executive Officer, Chief Financial Officer, Executive Vice Presidents and Senior Vice Presidents under the 2005 Management Incentive Plan, incorporated by reference to Exhibit 10.44 to Form 10-K for the year ended July 1, 2006 filed on September 14, 2006 (File No. 1-6544). |
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10.35† | | — | | Form of Fiscal Year 2007 Bonus Award for Senior Vice Presidents of Operations under the 2005 Management Incentive Plan, , incorporated by reference to Exhibit 10.45 to Form 10-K for the year ended July 1, 2006 filed on September 14, 2006 (File No. 1-6544). |
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10.36†# | | — | | Form of Fiscal Year 2008 Bonus Award for the Chief Executive Officer, President, Chief Financial Officer, Executive Vice Presidents and Senior Vice Presidents (excluding Senior Vice Presidents of Operations) under the 2005 Management Incentive Plan. |
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10.37† | | — | | Supplemental Performance Based Bonus Plan dated November 11, 2004, incorporated by reference to Exhibit 10(b) to Form 10-Q for the quarter ended January 1, 2005 filed on February 10, 2005 (File No. 1-6544). |
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10.38† | | — | | 2006 Supplemental Performance Bonus plan dated June 9, 2006, incorporated by reference to Exhibit 10.49 to Form 10-K for the year ended July 1, 2006 filed on September 14, 2006 (File No. 1-6544). |
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10.39† | | — | | Form of Fiscal Year 2007 Chief Executive Officer Supplemental Bonus Agreement under the 2006 Supplemental Performance Based Bonus Plan, incorporated by reference to Exhibit 10.50 to Form 10-K for the year ended July 1, 2006 filed on September 14, 2006 (File No. 1-6544). |
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10.40† | | — | | Form of Fiscal Year 2007 Supplemental Bonus Agreement for Executive Vice Presidents, Senior Vice Presidents and Senior Vice Presidents of Operations under the 2006 Supplemental Performance Based Bonus Plan, incorporated by reference to Exhibit 10.51 to Form 10-K for the year ended July 1, 2006 filed on September 14, 2006 (File No. 1-6544). |
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10.41†# | | — | | Form of Fiscal Year 2008 Chief Executive Officer Supplemental Bonus Agreement under the 2006 Supplemental Performance Based Bonus Plan. |
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10.42†# | | — | | Form of Fiscal Year 2008 Supplemental Bonus Agreement for President, Executive Vice Presidents, Senior Vice Presidents and Senior Vice Presidents of Operations under the 2006 Supplemental Performance Based Bonus Plan. |
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10.43† | | — | | Executive Severance Agreement dated July 6, 2004 between Sysco Corporation and Richard J. Schnieders, incorporated by reference to Exhibit 10(ii) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
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10.44† | | — | | Form of Executive Severance Agreement between Sysco Corporation and each of John K. Stubblefield, Jr. (dated July 6, 2004), Kenneth F. Spitler (dated July 14, 2004) and Larry J. Accardi (dated August 18, 2004), incorporated |
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| | | | by reference to Exhibit 10(jj) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
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10.45† | | — | | Form of First Amendment dated September 3, 2004 to Executive Severance Agreement between Sysco Corporation and each of Richard J. Schnieders, John K Stubblefield, Jr., Kenneth F. Spitler and Larry J. Accardi, incorporated by reference to Exhibit 10(kk) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No. 1-6544). |
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10.46†# | | — | | Transition and Early Retirement Agreement dated May 8, 2007 between SYSCO Corporation and Larry J. Accardi. |
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10.47†# | | — | | Letter agreement dated December 12, 2006 between Sysco Corporation and William J. DeLaney regarding certain relocation expenses. |
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10.48†# | | — | | Description of Compensation Arrangements with Named Executive Officers. |
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10.49† | | — | | Sysco Corporation Amended and Restated Non-Employee Directors Stock Option Plan, incorporated by reference to Exhibit 10(g) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544). |
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10.50† | | — | | Amendment to the Amended and Restated Non-Employee Directors Stock Option Plan dated effective November 5, 1998, incorporated by reference to Exhibit 10(i) to Form 10-K for the year ended July 3, 1999 (File No. 1-6544). |
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10.51† | | — | | Sysco Corporation Non-Employee Directors Stock Plan, incorporated by reference to Appendix A of the 1998 Proxy Statement (File No. 1-6544). |
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10.52† | | — | | Amended and Restated Non-Employee Directors Stock Plan, incorporated by reference to Appendix B to Proxy Statement filed on September 24, 2001 (File No. 1-6544). |
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10.53† | | — | | Form of Stock Option Grant Agreement issued to non-employee directors on September 3, 2004 under the Non-Employee Directors Stock Plan, incorporated by reference to Exhibit 10(b) to Form 8-K field on September 9, 2004 (File No. 1-6544). |
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10.54† | | — | | Form of Retainer Stock Agreement for issuance to Non-Employee Directors under the Non-Employee Directors Stock Plan, incorporated by reference to Exhibit 10(a) to Form 10-Q for the quarter ended January 1, 2005 filed on February 10, 2005 (File No. 1-6544). |
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10.55† | | — | | 2005 Non-Employee Directors Stock Plan, incorporated by reference to Annex C to the Sysco Corporation Proxy Statement for the November 11, 2005 Annual Meeting of Stockholders (File No. 1-6544). |
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10.56† | | — | | Form of Option Grant Agreement under the 2005 Non-Employee Directors Stock Plan, incorporated by reference to Exhibit 10(i) to Form 10-Q for the quarter ended December 31, 2005 filed on February 9, 2006 (File No. 1-6544). |
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10.57† | | — | | Form of Restricted Stock Grant Agreement under the 2005 Non-Employee Directors Stock Plan, incorporated by reference to Exhibit 10(j) to Form 10-Q for the quarter ended December 31, 2005 filed on February 9, 2006 (File No. 1-6544). |
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10.58† | | — | | Second Amended and Restated Board of Directors Deferred Compensation Plan dated April 1, 2002, incorporated by reference to Exhibit 10(aa) to Form 10-K for the year ended June 29, 2002 filed on September 25, 2002 (File No. 1-6544). |
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10.59† | | — | | First Amendment to Second Amended and Restated Board of Directors Deferred Compensation Plan dated July 12, 2002, incorporated by reference to Exhibit 10(bb) to Form 10-K for the year ended June 29, 2002 filed on September 25, 2002 (File No. 1-6544). |
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10.60† | | — | | Second Amendment to the Second Amended and Restated Sysco Corporation Board of Directors Deferred Compensation Plan, incorporated by reference to Exhibit 10(k) to Form 10-Q for the quarter ended December 31, 2005 filed on February 9, 2006 (File No. 1-6544). |
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10.61† | | — | | 2005 Sysco Corporation Board of Directors Deferred Compensation Plan, incorporated by reference to Exhibit 10(e) to Form 10-Q for the quarter ended December 31, 2005 filed on February 9, 2006 (File No. 1-6544) . |
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10.62† | | — | | Description of Compensation Arrangements with Non-Employee Directors, incorporated by reference to Exhibit 10.69 to Form 10-K for the year ended July 1, 2006 filed on September 14, 2006 (File No. 1-6544). |
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10.63† | | — | | Form of Retainer Stock Award Agreement under the 2005 Non-Employee Directors Stock Plan, incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 15, 2006 (File No. 1-6544). |
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14.1 | | — | | Code of Business Conduct and Ethics, incorporated by reference to Exhibit 14.1 to Form 8-K filed on July 19, 2007 (File No. 1-6544). |
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21.1# | | — | | Subsidiaries of the Registrant. |
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23.1# | | — | | Consent of Independent Registered Public Accounting Firm. |
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31.1# | | — | | CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2# | | — | | CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1# | | — | | CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2# | | — | | CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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† | | Executive Compensation Arrangement pursuant to 601(b)(10)(iii)(A) of Regulation S-K |
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# | | Filed Herewith |