SYSCO CORP - 10-Q Quarterly Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 29, 2003

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-6544

SYSCO CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 74-1648137
(State or other jurisdiction of (IRS employer identification
incorporation or organization) number)

1390 Enclave Parkway
Houston, Texas 77077-2099
(Address of principal executive offices)
(Zip code)

Registrant's telephone number, including area code: (281) 584-1390

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X No
----- -----

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act.)

Yes X No
----- -----

649,630,544 shares of common stock were outstanding as of May 2, 2003.

TABLE OF CONTENTS

1

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

SYSCO CORPORATION and its Consolidated Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In Thousands Except for Share Data)

Note: The June 29, 2002 balance sheet has been derived from the audited
financial statements at that date.

2

SYSCO CORPORATION and its Consolidated Subsidiaries
CONSOLIDATED RESULTS OF OPERATIONS (Unaudited)
(In Thousands Except for Share and Per Share Data)

3

SYSCO CORPORATION and its Consolidated Subsidiaries
CONSOLIDATED CASH FLOWS (Unaudited)
(In Thousands)

4

SYSCO CORPORATION and its Consolidated Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. BASIS OF PRESENTATION

The consolidated financial statements have been prepared by the
Company, without audit, with the exception of the June 29, 2002
consolidated balance sheet which was taken from the audited financial
statements included in the Company's Fiscal 2002 Annual Report on Form
10-K. The financial statements include consolidated balance sheets,
consolidated results of operations and consolidated cash flows. Certain
amounts in the prior periods presented have been reclassified to
conform to the fiscal 2003 presentation including the reflection of
dividends on a declared versus paid basis. In the opinion of
management, all adjustments, which consist of normal recurring
adjustments, necessary to present fairly the financial position,
results of operations and cash flows for all periods presented have
been made.

These financial statements should be read in conjunction with the
audited financial statements and notes thereto included in the
Company's Fiscal 2002 Annual Report on Form 10-K.

A review of the financial information herein has been made by Ernst &
Young LLP, independent auditors, in accordance with established
professional standards and procedures for such a review. A report from
Ernst & Young LLP concerning their review is included as Exhibit 15(a).

2. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted
earnings per share:

5

3. RESTRICTED CASH

SYSCO is required by its insurers to collateralize the self-insured
portion of its workers' compensation and liability claims. Previously,
the collateral requirements were met by issuing letters of credit.
These letters of credit were replaced with funds deposited in an
insurance trust. In addition, in certain acquisitions, SYSCO has placed
funds into escrow to be dispersed to the sellers in the event that
certain operating results are attained or certain contingencies are
resolved. The increase in restricted cash from June 29, 2002 to March
29, 2003 was due to the timing of depositing funds to replace letters
of credit as they expired and to the depositing of funds into escrow
relating to recent acquisitions.

4. DEBT

As of March 29, 2003, SYSCO had uncommitted bank lines of credit which
provide for unsecured borrowings for working capital of up to
$95,000,000, of which none was outstanding at March 29, 2003.

As of March 29, 2003, SYSCO's outstanding borrowings under its
commercial paper programs were $181,350,000. During the thirty-nine
week period ended March 29, 2003, commercial paper and short-term bank
borrowings ranged from approximately $55,813,000 to $495,703,000.

In December 2002, SYSCO International, Co. completed a registered
exchange offer for its $200,000,000 aggregate principal amount of 6.10%
notes due June 1, 2012. In the exchange offer, all of the outstanding
$200,000,000 aggregate principal amount of 6.10% notes due June 1, 2012
which had been issued in a private offering in June 2002 were exchanged
for new notes which were identical in all respects to the outstanding
notes except that the new notes were registered under the Securities
Act of 1933. The new notes are fully and unconditionally guaranteed by
Sysco Corporation.

5. VENDOR CONSIDERATION

SYSCO recognizes consideration received from vendors when the services
performed in connection with the monies received are completed. There
are several types of cash consideration received from vendors. In many
instances, the vendor consideration is in the form of a specified
amount per case or per pound. In these instances, SYSCO will recognize
the vendor consideration as a reduction of the cost of goods sold when
the product is sold. In the instances where the vendor consideration is
structured as a volume-based incentive, SYSCO will recognize these as a
reduction of cost of goods sold when the underlying milestones are
attained and the consideration is received, as we believe that in most
cases these types of incentives are not reasonably estimated. In the
situations where the vendor consideration is not related directly to
specific product purchases, SYSCO will recognize these as a reduction
of the cost of goods sold when the earnings process is complete, the
related service is performed and the amounts realized. In certain of
these latter instances, the vendor consideration represents a
reimbursement of a specific incremental identifiable cost incurred by
SYSCO in selling the vendor's product. In these cases, SYSCO classifies
the consideration as a reduction of those costs with any excess funds
classified as a reduction of the cost of the goods sold and recognizes
these in the period where the costs are incurred and related services
performed.

In January 2003, the Emerging Issues Task Force (EITF) reached a final
consensus on EITF Issue No. 02-16, "Accounting by a Customer (Including
a Reseller) for Certain

6

Consideration Received from a Vendor." EITF No. 02-16 clarifies certain
aspects for accounting and recording of consideration received from
vendors. SYSCO's historical accounting for consideration received from
vendors is consistent with the provisions of EITF 02-16; therefore, the
adoption of EITF 02-16 did not have a material impact on SYSCO's
consolidated financial statements.

6. ACQUISITIONS

In October 2002, SYSCO acquired Abbott Foods, Inc., an independently
owned broadline foodservice distributor located in Columbus, Ohio.

In October 2002, SYSCO acquired the net assets of Pronamics, the
quick-service distribution division of priszm brandz (priszm). Priszm
is the owner and operator of more than 750 quick-service restaurants in
Canada. As part of the transaction, priszm and SYSCO entered into a
distribution contract in which SYSCO will become priszm's national
Canadian distributor of all food products, paper and other merchandise.
Pronamics will be operated as a SYGMA distribution center.

In November 2002, SYSCO acquired Asian Foods, Inc., a specialty
distributor of products and services to the Asian foodservice market
located in St. Paul, Minnesota and Kansas City, Missouri.

In December 2002, a subsidiary of SYSCO acquired certain assets of the
Denver operations of Marriott Distribution Services, Inc., a wholly
owned subsidiary of Marriott International, Inc. The acquired customer
base will be serviced by SYSCO's SYGMA subsidiary.

In April 2003, a subsidiary of SYSCO acquired the specialty meat
cutting division of the Colorado Boxed Beef Company and its affiliated
broadline foodservice operation, J&B Foodservice located in Auburndale,
Florida.

In May 2003, a subsidiary of SYSCO acquired the paper and chemical
products distributor Reed Distributors, Inc. located in Lewiston,
Maine.

Acquisitions of businesses are accounted for using the purchase method
of accounting and the financial statements of SYSCO include the results
of the acquired companies from the respective dates they joined SYSCO.
The acquisitions were immaterial, individually and in the aggregate, to
the consolidated financial statements.

The cost of the acquired entities were allocated to the net assets
acquired and liabilities assumed based on the estimated fair value at
the date of acquisition with any excess of cost over the fair value of
net assets (including intangibles) acquired recognized as goodwill.

Goodwill increased $162,471,000 from June 2002 to March 2003 primarily
due to the acquisitions mentioned above. Goodwill also increased
$29,422,000 from December 2002 to March 2003. During the third quarter
of fiscal year 2003, SYSCO recorded as costs of the acquisition of a
Canadian broadline foodservice operation and as accrued expenses
certain amounts related to plans to exit activities of the acquired
company. These amounts primarily relate to terminating leases on
facilities and equipment and to involuntarily terminating employees of
the acquired company. Total costs related to exiting activities treated
as part of the acquisition cost of the Canadian broadline foodservice
operations were approximately $16,300,000. The remainder of the

7

increase in goodwill was primarily due to increases in the Canadian
dollar to U.S. dollar exchange rate, which causes the amount of
goodwill recorded at our Canadian operations to be translated into U.S.
dollars at a greater amount, and to the settlement of stock based
contingent consideration related to prior acquisitions.

The balances included in the Consolidated Balance Sheets related to
acquisitions made in the last twelve months are based upon preliminary
information and are subject to change when final asset and liability
valuations are obtained. Material changes to the preliminary
allocations are not anticipated by management.

Certain acquisitions involve contingent consideration typically payable
only in the event that certain operating results are attained.
Aggregate contingent consideration amounts outstanding as of March 29,
2003 included approximately 3,533,000 shares and $27,057,000 in cash,
which, if distributed, could result in the Company recording up to
$97,286,000 in additional goodwill. Such amounts typically are to be
paid out over periods of up to five years from the date of acquisition.

7. DERIVATIVE FINANCIAL INSTRUMENTS

SYSCO has outstanding one interest rate swap agreement with a notional
amount of $200,000,000 related to the $200,000,000 aggregate principal
amount of 4.75% notes due July 30, 2005. Under the interest rate swap
agreement, SYSCO receives a fixed rate equal to 4.75% per annum and
pays a variable interest rate equal to six-month LIBOR in arrears less
84.5 basis points. The recorded value of the swap agreement and the
related debt are carried at fair value. As a result, an asset of
$14,244,000 is reflected in Other Assets on the Consolidated Balance
Sheet as of March 29, 2003 and the carrying amount of the related debt
has been increased by the same amount.

8. INCOME TAXES

The increase in net deferred tax liability balances from June 29, 2002
to March 29, 2003 was primarily due to the deferral of federal and
state income tax payments resulting from the Company's reorganization
of its supply chain. The increase in deferred tax liability balances
related to this item was approximately $334,000,000 for the thirty-nine
week period ended March 29, 2003. A portion of the deferral related to
this item was classified as a current deferred tax liability as of
March 29, 2003 due to the timing of when the related income tax
payments will become payable.

9. STOCK BASED COMPENSATION

SYSCO accounts for its stock option plans and the employee stock
purchase plan using the intrinsic value method of accounting provided
under APB Opinion No. 25 and related interpretations under which no
compensation cost has been recognized.

The following table provides comparative pro forma net earnings and
earnings per share had compensation cost for these plans been
determined using the fair value method of Statement Financial
Accounting Standards (SFAS) No. 123 for all periods presented:

8

The weighted average fair value of options granted was $7.18 and $8.81
during the thirty-nine weeks ended March 29, 2003 and March 30, 2002,
respectively. The fair value was estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted
average assumptions used for grants in the thirty-nine weeks ended
March 29, 2003 and March 30, 2002, respectively: dividend yield of
1.45% and 1.24%; expected volatility of 25% and 22%; average risk-free
interest rates of 2.7% and 4.8%; and expected lives of 5 years.

The weighted average fair value of employee stock purchase rights
issued was $4.01 and $4.28 during the thirty-nine weeks ended March 29,
2003 and March 30, 2002, 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.

The disclosure requirements of SFAS No. 123 are applicable to options
and employee stock purchase rights granted after 1995. The pro forma
effects are not necessarily indicative of the pro forma effects in
future years.

10. NEW ACCOUNTING STANDARDS

SYSCO adopted the provisions of SFAS No. 142, "Accounting for Goodwill
and Other Intangible Assets" effective with the beginning of fiscal
year 2003. As a result, the amortization of goodwill was discontinued.
Management completed its assessment of the impact that the adoption of
SFAS No. 142 had on the Company's consolidated financial statements and
determined that there was no impairment to the carrying value of
goodwill.

The following table provides comparative net earnings and earnings per
share had the non-amortization provision been in effect for all periods
presented:

9

SYSCO adopted the provisions of SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" effective with the
beginning of fiscal year 2003. The adoption of SFAS No. 144 has not had
a material effect on the Company's consolidated financial statements.

SYSCO adopted the provisions of FASB Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others." This
Interpretation requires certain guarantees to be recorded at fair value
and also requires a guarantor to make certain disclosures regarding
guarantees. This Interpretation's initial recognition and initial
measurement provisions are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002. The disclosure
requirements are effective for SYSCO's financial statements for the
third quarter of fiscal 2003. The adoption of this interpretation did
not have a material impact on SYSCO's consolidated financial statements
or disclosures.

SYSCO adopted the provisions of SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure." SFAS No. 148
provides alternative methods of transition to SFAS No. 123, "Accounting
for Stock-Based Compensation" fair value method of accounting for
stock-based employee compensation if a Company elects to adopt these
provisions. SFAS No. 148 also specifies required disclosures of an
entity's accounting policy with respect to stock-based employee
compensation on reported net income and earnings per share in annual
and interim financial statements. These disclosure requirements are
effective for SYSCO's financial statements for the third quarter of
fiscal 2003 and have been included in footnote 9.

SYSCO adopted the provisions of the EITF Issue No. 02-16 "Accounting by
a Customer (including a Reseller) for Cash Consideration Received from
a Vendor." The provisions of EITF No. 02-16 are effective for fiscal
periods beginning after December 15, 2002 with certain provisions
effective for arrangements entered into after November 21, 2002.
SYSCO's historical accounting policies are consistent with the
provisions of EITF No. 02-16 and thus SYSCO has chosen to adopt this
accounting policy during the third quarter of fiscal 2003. EITF No.
02-16 provides guidance as to the recognition and classification of

10

monies received from vendors. The adoption of this consensus did not
have an impact on SYSCO's consolidated financial statements.

SYSCO adopted the provisions of the EITF Issue 02-17 "Recognition of
Customer Relationship Intangible Assets Acquired in a Business
Combination" effective October 2002. EITF No. 02-17 addresses the
intangible asset recognition criteria of SFAS No. 141 "Business
Combinations" and provides that an intangible asset related to customer
intangibles may exist even though the relationship is not evidenced by
a contract. The adoption of this consensus did not have a material
impact on SYSCO's consolidated financial statements.

In November 2002, the EITF reached a consensus on Issue No. 00-21
"Multiple-Deliverable Revenue Arrangements." EITF No. 00-21 addresses
how to account for revenue arrangements with multiple deliverables and
provides guidance relating to when such arrangements should be divided
into components for revenue recognition purposes. The consensus will be
effective for agreements entered into in fiscal year 2004 with early
adoption permitted. The adoption of this consensus will not have a
material impact on SYSCO's consolidated financial statements.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities, an Interpretation of Accounting Research
Bulletin (ARB) No. 51." FIN 46 introduces a new consolidation model,
the variable interests model, which determines control (and
consolidation) based on potential variability in gains and losses of
the entity being evaluated for consolidation. The interpretation's
consolidation provisions apply immediately to variable interests in
variable interest entities (VIE's) created after January 31, 2003 and
apply in the first fiscal year or interim period beginning after June
15, 2003 to VIE's acquired before February 1, 2003. The adoption of
this interpretation will not have a material impact on SYSCO's
consolidated financial statements.

11. SUPPLEMENTAL GUARANTOR INFORMATION

In May 2002, SYSCO International, Co., a wholly owned subsidiary of
SYSCO, issued $200,000,000 of 6.10% notes due in 2012. The notes are
fully and unconditionally guaranteed by SYSCO. These notes were
exchanged for identical notes in an exchange offer registered under the
Securities Act of 1933 in December 2002.

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 (Other
Non-Guarantor Subsidiaries) on a combined basis and eliminating
entries. The financial information for SYSCO includes corporate
activities as well as certain operating companies which are operated as
divisions of SYSCO. Beginning with the third quarter of fiscal 2003,
these divisions are operated as subsidiaries and their results are
included in the Other Non-Guarantor Subsidiaries column.

11

12. BUSINESS SEGMENT INFORMATION

The accounting policies for the segments are the same as those
disclosed in the Company's Fiscal 2002 Annual Report on Form 10-K. 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. Broadline operating companies distribute a
full line of food products and a wide variety of non-food products to
both our traditional and chain restaurant customers. SYGMA operating
companies distribute a full line of food products and a wide variety of
non-food products to some of our chain restaurant customer locations.
"Other" financial information is attributable to the Company's other
segments, including the Company's specialty produce, meat and lodging
industry products segments. The Company's Canadian operations are not
significant for geographical disclosure purposes. Intersegment sales
represent specialty produce and meat company products distributed by
the Broadline and SYGMA operating companies. The segment results
include allocation of centrally incurred costs for shared services that
eliminate upon consolidation. Centrally incurred costs are allocated
based upon the relative level of service used by each operating
company.

13. 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 statements of the Company when ultimately
concluded.

15

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Liquidity and Capital Resources

SYSCO provides marketing and distribution services to foodservice
customers and suppliers throughout the United States and Canada. The
Company intends to continue to expand its market share through
profitable sales growth, foldouts, acquisitions, and constant emphasis
on the development of its consolidated buying programs. The Company
also strives to increase the effectiveness of its marketing associates
and the productivity of its warehousing and distribution activities.
These objectives require continuing investment. SYSCO's resources
include cash provided by operations and access to capital from
financial markets.

The Company generated $884,495,000 in net cash from operations for the
thirty-nine week period ended March 29, 2003, compared with
$744,316,000 for the comparable period in fiscal 2002. The increase in
the deferred tax provision was primarily due to the deferral of federal
and state income tax payments resulting from the Company's
reorganization of its supply chain. The deferred tax provision related
to this item was approximately $334,000,000 for the thirty-nine week
period ended March 29, 2003 compared to $150,000,000 for the comparable
period in fiscal 2002.

A federal tax payment of $75,000,000 normally due in the fourth quarter
of fiscal 2001 was deferred until the first quarter of fiscal 2002 as
allowed by the Internal Revenue Service due to the Texas tropical storm
Allison disaster.

Cash flow from operations for the thirty-nine week period ended March
29, 2003 was negatively impacted by increases in accounts receivable
balances of $175,262,000 and inventory balances of $116,560,000 offset
by increases in accounts payable balances of $152,606,000. The
increases in accounts receivable balances are primarily due to
increased sales volumes for the month of March 2003 as compared to June
2002. In addition, SYSCO normally experiences higher volumes with
national contract customers during this period as compared to the month
of June which results in these customers having a greater percentage of
SYSCO's overall sales for this period as compared to the month of June.
The national contract customers' payment terms are traditionally
greater than the SYSCO average. The increased sales volumes also
contributed to the increase in inventory balances and accounts payable
balances.

Cash used for investing activities was $522,412,000 for the thirty-nine
week period ended March 29, 2003, compared with $313,517,000 used in
the comparable period in fiscal 2002. Expenditures for facilities,
fleet and other equipment were $310,392,000 for the thirty-nine week
period ended March 29, 2003, compared with $309,343,000 for the
comparable period in fiscal 2002. Total capital expenditures in fiscal
2003 are expected to be in the range of $425,000,000 to $450,000,000.
Projected capital expenditures include the continuation of the fold-out
program; facility, fleet and other equipment replacements and
expansions; and the National Supply Chain project.

The National Supply Chain project is expected to create a more
efficient and effective supply chain infrastructure for SYSCO, its
suppliers and its customers. The project entails the implementation of
regional distribution centers, which will aggregate inventory demand to
optimize the supply chain activities for certain products from all
SYSCO operating companies in the region. The project is expected to
achieve lower costs of inventory, transportation, product handling,
transaction processing in addition to lowering working capital
requirements and facility expansion at the operating companies.

16

The Northeast Redistribution Center facility is expected to be
operational in the summer of 2004 and will receive and redistribute
food and food-related products to 14 SYSCO operating companies in the
Northeast. Total cash expended for the National Supply Chain project
has been $59,600,000 since the initiative began in fiscal 2002. Of that
figure, $29,600,000 has been expensed and the remainder has been
capitalized. When the Northeast Redistribution Center is completed,
total cash expenditures for this phase of the National Supply Chain
project are expected to be in the range of $275,000,000 to $325,000,000
which includes developmental costs and information technology systems
which will benefit a nation wide rollout. It is estimated that
approximately 75% of these costs will be capitalized and the remainder
expensed in the period incurred. Capitalized costs for additional
redistribution centers in other regions are expected to be in the range
of $65,000,000 to $75,000,000.

In October 2002, SYSCO acquired Abbott Foods, Inc., an independently
owned broadline foodservice distributor located in Columbus, Ohio, and
the net assets of Pronamics, the quick-service distribution division of
prizm brandz located in Canada. In November 2002, SYSCO acquired Asian
Foods, Inc., a specialty distributor of products and services to the
Asian foodservice market located in St. Paul, Minnesota and Kansas
City, Missouri and a subsidiary of SYSCO acquired certain assets of the
Denver operations of Marriott Distribution Services, Inc., a wholly
owned subsidiary of Marriott International, Inc. SYSCO expended
approximately $169,492,000 in cash related to acquisitions during the
first thirty-nine weeks of fiscal 2003.

In April 2003, a subsidiary of SYSCO acquired the specialty meat
cutting division of the Colorado Boxed Beef Company and its affiliated
broadline foodservice operation, J&B Foodservice located in Auburndale,
Florida. In May 2003, a subsidiary of SYSCO acquired the paper and
chemical products distributor Reed Distributors, Inc. located in
Lewiston, Maine.

Cash used for financing activities was $373,566,000 for the thirty-nine
week period ended March 29, 2003, compared with $220,459,000 for the
comparable period in fiscal 2002. Stock repurchases in the thirty-nine
week period ended March 29, 2003 totaled 12,963,700 shares at a cost of
$372,808,000 as compared to 11,149,100 shares at a cost of $282,904,000
for the comparable period in fiscal 2002. The remaining number of
shares available for repurchase as of March 29, 2003 as authorized by
the Board was 12,599,500.

Dividends paid in the thirty-nine week period ended March 29, 2003 were
$190,336,000, or $0.29 per share, as compared to $153,469,000, or $0.23
per share, in the comparable period of fiscal 2002. In February 2003,
SYSCO declared its regular quarterly dividend for the fourth quarter of
fiscal 2003, at $0.11 per share, payable in April 2003. In May 2003,
SYSCO also declared its regular quarterly dividend for the first
quarter of fiscal 2004, at $0.11 per share, payable in July 2003.

As of March 29, 2003, SYSCO had uncommitted bank lines of credit, which
provide for unsecured borrowings for working capital of up to
$95,000,000, of which none was outstanding at March 29, 2003.

As of March 29, 2003, SYSCO's borrowings under its commercial paper
programs were $181,350,000. Such borrowings were $226,214,000 as of May
2, 2003. During the thirty-nine week period ended March 29, 2003,
commercial paper and short-term bank borrowings ranged from
approximately $55,813,000 to $495,703,000.

17

Long-term debt to capitalization ratio was 36.8% at March 29, 2003,
within the 35% to 40% target ratio.

Cash generated from operations is first allocated to working capital
requirements. Any remaining cash generated from operations, as
supplemented by commercial paper and other bank borrowings, may, at the
discretion of management, be applied towards investments in facilities,
fleet and other equipment; cash dividends; acquisitions fitting within
the Company's overall growth strategy; and the share repurchase
program. Management believes that the Company's cash flows from
operations, as well as the availability of additional capital under its
existing commercial paper programs, debt shelf registration and its
ability to access capital from financial markets in the future, will be
sufficient to meet its cash requirements while maintaining proper
liquidity for normal operating purposes.

Results of Operations

Sales increased 12.5% during the thirty-nine weeks and 13.8% in the
third quarter of fiscal 2003 over the comparable periods of the prior
year. After adjusting for internally estimated product cost decreases
(deflation) and acquisitions, real sales growth was approximately 6.8%
for the first thirty-nine weeks of fiscal 2003. Acquisitions
represented 6.5% of sales increases and deflation was 0.8%. This
compared to real sales growth of 1.7% for the first thirty-nine weeks
of fiscal 2002, after adjusting the 6.5% in overall sales growth by
2.6% for acquisitions and 2.2% for internally estimated product cost
increases (inflation). After adjusting the 13.8% in overall sales
growth for internally estimated inflation and acquisitions, real sales
growth was approximately 5.7% for the third quarter of fiscal 2003.
Acquisitions represented 7.3% of sales increases and inflation was
0.8%. This compared to real sales growth of 2.7% for the third quarter
of fiscal 2002, after adjusting the 5.2% in overall sales growth by
1.5% for acquisitions and 1.0% for inflation. Management believes that
the presentation of real sales growth information is useful to
investors as an indicator of the Company's organic growth without
regard to inflation and acquisitions.

Cost of sales was 80.3% for the first thirty-nine weeks and 80.4% for
the third quarter of fiscal 2003, respectively, as compared to 80.3%
and 80.2%, respectively, for the comparable periods in the prior year.
The increase in cost of sales for the third quarter of fiscal 2003 was
mainly attributed to the higher cost of sales at SERCA whose results
are not reflected in the prior period as it was acquired at the end of
March 2002.

Operating expenses were 14.9% of sales for the first thirty-nine weeks
of fiscal 2003 and 15.0% for the third quarter of fiscal 2003, as
compared to 15.0% and 15.2%, respectively, for the comparable periods
in the prior year. The reduction in operating expenses as a percentage
to sales was primarily attributable to increases in operating
efficiencies driven by our investments in technology systems including
the SYSCO Order Selector (SOS) and our delivery vehicle routing systems
as well as the lower expenses as a percent to sales at SERCA whose
results are not reflected in the prior period as it was acquired at the
end of March 2002.

In fiscal 2003, SYSCO adopted Statement of Financial Accounting
Standards (SFAS) No. 142, "Accounting for Goodwill and Other Intangible
Assets." Goodwill amortization for the thirty-nine weeks and the third
quarter of fiscal 2002 was $18,346,000 and $6,123,000, respectively.
The elimination of this expense item in fiscal 2003 was offset by other
corporate expenses incurred including expenses incurred related to the
National Supply Chain project of approximately $14,255,000 for the
first thirty-nine weeks of fiscal 2003 and $4,454,000 for the third
quarter of fiscal 2003, as well as charges taken to adjust the carrying
value of life insurance assets to their cash surrender value of
approximately $13,156,000 for the first thirty-nine weeks of fiscal
2003 and $3,271,000 for the third quarter of fiscal 2003.

18

Expenses recognized for these items in the comparable periods of fiscal
2002 were not significant.

Management expects that its net pension cost related to its defined
benefit obligations for fiscal 2003 will be approximately $20,000,000
higher than fiscal 2002, or approximately $5,000,000 higher per quarter
primarily due to a previous change in management's assumptions
including those related to the discount rate and expected return on
plan assets.

Interest expense increased 12.7% during the first thirty-nine weeks and
27.6% for the third quarter of fiscal 2003, respectively, over the
comparable periods of the prior year, primarily due to increased
borrowing levels.

Other net income increased to $8,679,000 in the first thirty-nine weeks
of fiscal 2003. The increase includes a gain on the sale of a facility
and other miscellaneous items.

Income taxes for the periods presented reflect an effective rate of
38.25%.

Pretax earnings and net earnings increased 13.0% for the first
thirty-nine weeks and 11.2% for the third quarter of fiscal 2003 over
the comparable periods of the prior year. The increases were due to the
factors discussed above.

Basic earnings per share increased 15.4% for the first thirty-nine
weeks and 13.0% for the third quarter of fiscal 2003 over the
comparable periods of the prior year. Diluted earnings per share
increased 15.7% for the first thirty-nine weeks and 13.0% for the third
quarter of fiscal 2003 over the comparable periods of the prior year.
The increases were the result of factors discussed above as well as a
reduction of shares outstanding due to share repurchases.

Broadline Segment

The Broadline segment had sales increases of 13.1% and 14.4% for the
thirty-nine weeks and thirteen weeks ended March 29, 2003,
respectively, as compared to the comparable prior year periods. This
increase was due primarily to the acquisition of SERCA and Abbott,
increased sales to marketing associate-served customers including
increased sales of SYSCO Brand products and increased sales to
multi-unit customers. These increases were reflected in increased sales
to the Company's existing customer base and to new customers. Excluding
Canadian operations, marketing associate-served sales as a percentage
of broadline sales increased to 55.3% and 53.9%, respectively, for the
thirty-nine weeks and thirteen weeks ended March 29, 2003,
respectively, as compared to 54.8% and 54.0%, respectively, for the
comparable prior year periods. Excluding Canadian operations, SYSCO
Brand sales as a percentage of broadline sales, increased to 48.6% and
48.2%, respectively, for the thirty-nine weeks and thirteen weeks ended
March 29, 2003 as compared to 48.1%, respectively, for the comparable
prior year periods.

Pretax earnings for the Broadline segment increased by 12.0% and 12.3%
for the thirty-nine weeks and thirteen weeks ended March 29, 2003,
respectively, over the comparable prior year periods. The increases in
pretax earnings were primarily due to increases in sales to marketing
associate served customers and in sales of SYSCO Brand products, both
of which generate higher gross margins, increased operating
efficiencies resulting in lower expenses as a percentage to sales and
the acquisition of SERCA and Abbott.

19

SYGMA Segment

SYGMA segment sales increased by 9.0% and 9.9% for the thirty-nine
weeks and thirteen weeks ended March 29, 2003, respectively, over the
comparable prior year periods. The increases were due primarily to
sales growth in SYGMA's existing customer base and the acquisition of
Pronamics and the Denver operations of Marriott Distribution Services,
Inc.

Pretax earnings for the SYGMA segment increased by 5.1% and decreased
by 1.6% for the thirty-nine weeks and thirteen weeks ended March 29,
2003, respectively, over the comparable prior year periods. The
increase for the thirty-nine week period was primarily a result of
increased sales and operating efficiencies. The decrease for the
thirteen week period was primarily a result of initially increased
operating expenses related to the integration of the acquired
operations.

Other Segment

Other segment sales increased by 14.2% and 16.6% for the thirty-nine
weeks and thirteen weeks ended March 29, 2003, respectively, over the
comparable prior year periods. The increases were due to increased
sales to the existing customer base, sales to new customers, the
acquisition of Asian Foods, Inc. and increased sales to SYSCO broadline
companies.

Pretax earnings for the Other segment decreased by 1.1% and 24.6% for
the thirty-nine weeks and thirteen weeks ended March 29, 2003,
respectively, over the comparable prior year periods. The decreases
were primarily a result of expenses incurred on a start-up operation
supplying the health care industry, decreased profits at our operations
servicing the lodging industry which has been impacted by the reduced
activity in the tourism industry and reduced profits at our specialty
meat cutting operations. The decreased profits at the specialty meat
cutting operations are primarily attributable to initially decreased
gross margins as costs increase in an inflationary period (as compared
to a deflationary period in the prior year) and increased costs
associated with entering new markets. In the third quarter, two new
specialty meat cutting operations were opened in Chicago, Illinois and
South Plainfield, New Jersey.

New Accounting Standards

SYSCO adopted the provisions of SFAS No. 142, "Accounting for Goodwill
and Other Intangible Assets" effective with the beginning of fiscal
year 2003. As a result, the amortization of goodwill was discontinued.
Management has completed its preliminary assessment of the impact that
the adoption of SFAS No. 142 had on the Company's consolidated
financial statements and has concluded that there was no impairment to
the carrying value of goodwill. Goodwill amortization, net of tax, for
the first thirty-nine weeks of fiscal 2002 was $15,163,000, or $.02
earnings per share and $.02 diluted earnings per share.

SYSCO adopted the provisions of SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" effective with the
beginning of fiscal year 2003. The adoption of SFAS No. 144 has not had
a material effect on the Company's consolidated financial statements.

SYSCO adopted the provisions of FASB Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others." This
interpretation requires certain guarantees to be recorded at fair value
and also requires a guarantor to make certain disclosures regarding
guarantees. This interpretation's initial recognition and initial
measurement provisions are applicable on a prospective basis to

20

guarantees issued or modified after December 31, 2002. The disclosure
requirements are effective for SYSCO's financial statements for the
third quarter of fiscal 2003. The adoption of this interpretation did
not have a material impact on SYSCO's consolidated financial statements
or disclosures.

SYSCO adopted the provisions of SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure." SFAS No. 148
provides alternative methods of transition to SFAS No. 123, "Accounting
for Stock-Based Compensation" fair value method of accounting for
stock-based employee compensation if a Company elects to adopt these
provisions. SFAS No. 148 also specifies required disclosures of an
entity's accounting policy with respect to stock-based employee
compensation on reported net income and earnings per share in annual
and interim financial statements. These disclosure requirements are
effective for SYSCO's financial statements for the third quarter of
fiscal 2003 and have been included in footnote 9.

SYSCO adopted the provisions of the EITF Issue No. 02-16 "Accounting by
a Customer (including a Reseller) for Cash Consideration Received from
a Vendor." The provisions of EITF No. 02-16 are effective for fiscal
periods beginning after December 15, 2002 with certain provisions
effective for arrangements entered into after November 21, 2002.
SYSCO's historical accounting policies are consistent with the
provisions of EITF No. 02-16 and thus SYSCO has chosen to adopt this
accounting policy at the current date. EITF No. 02-16 provides guidance
as to the recognition and classification of monies received from
vendors. The adoption of this consensus did not have an impact on
SYSCO's consolidated financial statements.

SYSCO adopted the provisions of the EITF Issue 02-17 "Recognition of
Customer Relationship Intangible Assets Acquired in a Business
Combination" effective October 2002. EITF No. 02-17 addresses the
intangible asset recognition criteria of SFAS No. 141 "Business
Combinations" and provides that an intangible asset related to customer
intangibles may exist even though the relationship is not evidenced by
a contract. The adoption of this consensus did not have a material
impact on SYSCO's consolidated financial statements.

In November 2002, the EITF reached a consensus on Issue No. 00-21
"Multiple-Deliverable Revenue Arrangements." EITF No. 00-21 addresses
how to account for revenue arrangements with multiple deliverables and
provides guidance relating to when such arrangements should be divided
into components for revenue recognition purposes. The consensus will be
effective for agreements entered into in fiscal year 2004 with early
adoption permitted. The adoption of this consensus will not have a
material impact on SYSCO's consolidated financial statements.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities, an Interpretation of Accounting Research
Bulletin (ARB) No. 51." FIN 46 introduces a new consolidation model,
the variable interests model, which determines control (and
consolidation) based on potential variability in gains and losses of
the entity being evaluated for consolidation. The interpretation's
consolidation provisions apply immediately to variable interests in
variable interest entities (VIE's) created after January 31, 2003 and
apply in the first fiscal year or interim period beginning after June
15, 2003 to VIE's acquired before February 1, 2003. The adoption of
this interpretation will not have a material impact on SYSCO's
consolidated financial statements.

21

Item 3. Quantitative and Qualitative Disclosures about Market Risk

SYSCO does not utilize financial instruments for trading purposes.
SYSCO's use of debt directly exposes the Company to interest rate risk.
Floating rate debt, where the interest rate fluctuates periodically,
exposes the Company to short-term changes in market interest rates.
Fixed rate debt, where the interest rate is fixed over the life of the
instrument, exposes the Company to changes in market interest rates
reflected in the fair value of the debt and to the risk the Company may
need to refinance maturing debt with new debt at a higher rate.

SYSCO manages its debt portfolio to achieve an overall desired position
of fixed and floating rates and may employ interest rate swaps as a
tool to achieve that goal. The major risks from interest rate
derivatives include changes in interest rates affecting the fair value
of such instruments, potential increases in interest expense due to
market increases in floating interest rates and the creditworthiness of
the counterparties in such transactions. At March 29, 2003, the Company
had outstanding one interest rate swap agreement whereby SYSCO
exchanged the fixed interest payments on the $200,000,000 principal
amount of 4.75% notes for floating interest rates. At March 29, 2003
the Company had outstanding $181,350,000 of commercial paper at
variable rates of interest with maturities through June 27, 2003. The
Company's remaining debt obligations of $1,204,483,000 were primarily
at fixed rates of interest except for $200,000,000 in fixed rate debt
swapped to a floating rate of interest as discussed above.

Item 4. Controls and Procedures

Within the 90-day period prior to the date of this report, an
evaluation was performed under the supervision and with the
participation of the Company's management, including the CEO and CFO,
of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based on that evaluation, the
Company's management, including the CEO and CFO, concluded that the
Company's disclosure controls and procedures were effective as of the
evaluation date. There have been no significant changes in the
Company's internal controls or in other factors that could
significantly affect internal controls subsequent to the date the
Company carried out its evaluation.

Forward-Looking Statements

Certain statements made herein are forward-looking statements under the
Private Securities Litigation Reform Act of 1995. They include
statements regarding potential future repurchases under the share
repurchase program, market risks, the impact of ongoing legal
proceedings, the timing, expected operating efficiencies, cost savings
and other benefits of the National Supply Chain project, including the
Northeast Redistribution Center, anticipated capital expenditures, the
ability to increase market share, sales growth, and SYSCO's ability to
meet cash requirements while maintaining proper liquidity. These
statements involve risks and uncertainties and are based on
management's current expectations and estimates; actual results may
differ materially. Those risks and uncertainties that could impact
these statements include the risks relating to the foodservice
distribution industry's relatively low profit margins and sensitivity
to general economic conditions, including the current economic
environment; SYSCO's leverage and debt risks; the ultimate outcome of
litigation; risks relating to the successful completion and operation
of the National Supply Chain project including the Northeast
Redistribution Center, and internal factors such as the ability to
control expenses.

22

In addition, share repurchases could be affected by market prices for
the Company's securities as well as management's decision to utilize
its capital for other purposes. The effect of market risks could be
impacted by future borrowing levels and certain economic factors such
as interest rates. For a more detailed discussion of these and other
factors that could cause actual results to differ from those
contained in the forward-looking statements, see the Company's Annual
Report on Form 10-K for the fiscal year ended June 29, 2002.

23

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

SYSCO is engaged in various legal proceedings which have arisen but
have not been fully adjudicated. These proceedings, in the opinion of
management, will not have a material adverse effect upon the
consolidated financial statements of the Company when ultimately
concluded.

Item 2. Changes in Securities and Use of Proceeds.

None

Item 3. Defaults upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits.

3(a) Restated Certificate of Incorporation, incorporated by
reference to Exhibit 3(a) to Form 10-K for the year ended June
28, 1997 (File No. 1-6544).

3(b) Bylaws, as amended and restated February 8, 2002, incorporated
by reference to 3(b) Exhibit 3(b) to Form 10-Q for the quarter
ended December 29, 2001 (File No. 1-6544).

3(c) Form of Amended Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred Stock,
incorporated by reference to Exhibit 3(c) to Form 10-K for the
year ended June 29, 1996 (File No. 1-6544).

3(d) Certificate of Amendment of Certificate of Incorporation
increasing authorized shares, incorporated by reference to
Exhibit 3(d) to Form 10-Q for the quarter ended January 1,
2000 (File No. 1-6544).

4(a) 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).

25

4(b) First Supplemental Indenture, dated June 27, 1995, between
Sysco Corporation and First Union National Bank of North
Carolina, Trustee, as amended, incorporated by reference to
Exhibit 4(e) to Form 10-K for the year ended June 29, 1996
(File No. 1-6544).

4(c) 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(d) 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(e) 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(f) Fifth Supplemental Indenture, dated as of July 27, 1998,
between Sysco Corporation and First Union National Bank,
Trustee, incorporated by reference to Exhibit 4 (h) to Form
10-K for the year ended June 27, 1998 (File No. 1-6554).

4(g) Sixth Supplemental Indenture, including form of Note, dated
April 5, 2002 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 4.1 to Form 8-K dated April 5, 2002 (File
No. 1-6544).

4(h) 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).

4(i) Credit Agreement dated September 13, 2002 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,
incorporated by reference to Exhibit 4(i) to Form 10-Q for the
quarter ended September 28, 2002 (File No. 1-6544).

*15(a) Report from Ernst & Young LLP dated May 12, 2003, re:
unaudited financial statements.

25

*15(b) Acknowledgment letter from Ernst & Young LLP.

*99(a) CEO Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

*99(b) CFO Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

- ----------
* Filed herewith.

(b) Reports on Form 8-K:

On January 27, 2003, the Company filed a current report on Form 8-K
announcing the results of its second quarter ended December 28, 2002.

26

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

SYSCO CORPORATION
(Registrant)

By /s/ RICHARD J. SCHNIEDERS
-------------------------------------
Richard J. Schnieders
Chairman and Chief Executive Officer

Date: May 12, 2003

By /s/ JOHN K. STUBBLEFIELD, JR.
-------------------------------------
John K. Stubblefield, Jr.
Executive Vice President,
Finance & Administration

Date: May 12, 2003

27

CERTIFICATION

I, Richard J. Schnieders, Chairman and Chief Executive Officer of Sysco
Corporation (the "Company"), certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

28

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

------------------------------------
/s/ RICHARD J. SCHNIEDERS
------------------------------------
Richard J. Schnieders
Chairman and Chief Executive Officer

Date: May 12, 2003
- --------------------

29

CERTIFICATION

I, John K. Stubblefield Jr., Executive Vice President, Finance and
Administration of Sysco Corporation (the "Company"), certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report; 4.
The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls;

30

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

-----------------------------
/s/ JOHN K. STUBBLEFIELD, JR.
-----------------------------
John K. Stubblefield, Jr.
Executive Vice President,
Finance and Administration

Date: May 12, 2003
- --------------------

EXHIBIT INDEX

4(f) Fifth Supplemental Indenture, dated as of July 27,
1998, between Sysco Corporation and First Union
National Bank, Trustee, incorporated by reference
to Exhibit 4(h) to Form 10-K for the year ended
June 27, 1998 (File No. 1-6554).

4(g) Sixth Supplemental Indenture, including form of
Note, dated April 5, 2002 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 4.1 to Form 8-K dated April 5,
2002 (File No. 1-6544).

4(h) 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).

4(i) Credit Agreement dated September 13, 2002 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, incorporated
by reference to Exhibit 4(i) to Form 10-Q for the
quarter ended September 28, 2002 (File No. 1-6544).

*15(a) Report from Ernst & Young LLP dated May 12, 2003,
re: unaudited financial statements.

*15(b) Acknowledgment letter from Ernst & Young LLP.

*99(a) CEO Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

*99(b) CFO Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

- ----------

* Filed herewith.