(Mark One) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended June 28, 2008 | ||
OR
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 74-1648137 | |
(State or other jurisdiction of
incorporation or organization) |
(IRS employer
identification number) |
|
1390 Enclave Parkway
Houston, Texas (Address of principal executive offices) |
77077-2099
(Zip Code) |
Name of each exchange on
|
||
Title of Each Class
|
which registered
|
|
Common Stock, $1.00 par value | New York Stock Exchange |
Large accelerated
filer
þ
|
Accelerated filer o | |
Non-accelerated
filer
o
(Do
not check if a smaller reporting company)
|
Smaller reporting Company o |
a full line of frozen foods, such as meats, fully prepared
entrees, fruits, vegetables and desserts;
a full line of canned and dry foods;
fresh meats;
dairy products;
beverage products;
imported specialties; and
fresh produce.
paper products such as disposable napkins, plates and cups;
tableware such as china and silverware;
cookware such as pots, pans and utensils;
restaurant and kitchen equipment and supplies; and
cleaning supplies.
Table of Contents
2008
2007
2006
18
%
18
%
18
%
18
19
19
14
13
14
11
9
9
10
10
10
8
9
9
8
8
8
5
5
5
3
3
3
3
3
2
2
2
2
*
1
1
100
%
100
%
100
%
*
Sales are less than 1% of total
2008
2007
2006
63
%
64
%
63
%
10
10
10
5
5
5
6
6
6
16
15
16
100
%
100
%
100
%
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Table of Contents
Item 2.
Properties
Cold Storage
Dry Storage
Number of
(Thousands
(Thousands
Segments
Facilities
Square Feet)
Square Feet)
Served*
2
184
228
BL
1
43
26
BL
2
125
104
BL,O
2
132
87
BL,O
17
1,037
1,081
BL,S,O
4
313
214
BL,S,O
2
155
112
BL,O
1
22
3
O
16
1,283
1,049
BL,S,O
6
289
511
BL,S,O
1
11
O
2
84
88
BL
6
302
404
BL,S,O
2
100
126
BL,O
1
93
95
BL
1
177
171
BL
1
92
106
BL
1
134
113
BL
1
59
50
BL
3
290
288
BL,O
2
162
213
BL,S
5
265
389
BL,S,O
2
163
134
BL
1
95
69
BL
2
107
95
BL,S
1
120
109
BL
1
74
108
BL
3
219
125
BL,O
3
159
373
BL,O
1
120
108
BL
3
284
352
BL
7
326
497
BL,S,O
1
37
63
BL
10
488
559
BL,S,O
4
145
125
BL,S,O
3
143
141
BL,S,O
4
287
314
BL,S
1
151
98
BL
5
383
460
BL,O
18
932
947
BL,S,O
1
120
107
BL
3
510
402
BL,O
1
134
92
BL
2
284
254
BL
2
195
176
BL
6
214
266
BL,O
1
58
46
BL
2
48
56
BL
1
33
22
BL
1
33
45
BL
9
430
347
BL,O
1
36
63
BL
1
39
45
BL
180
11,708
12,067
*
Segments served include Broadline (BL), SYGMA (S) and Other
(O).
Table of Contents
Item 3.
Legal
Proceedings
Item 4.
Submission
of Matters to a Vote of Security
Holders
Item 5.
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Repurchases of Equity
Securities
Dividends
Common Stock Prices
Declared
High
Low
Per Share
$
34.15
$
26.50
$
0.17
37.04
32.35
0.19
36.74
31.34
0.19
34.95
31.64
0.19
$
35.67
$
30.05
$
0.19
35.90
30.93
0.22
31.65
26.45
0.22
31.84
27.65
0.22
(c) Total Number
of Shares
Purchased
(d) Maximum Number
as Part of
of Shares That May Yet
(a) Total Number
(b) Average Price
Publicly Announced
be Purchased Under
of Shares Purchased(1)
Paid Per Share
Plans or Programs
the Plans or Programs
$
6,337,800
17,042
31.12
6,337,800
22,010
31.51
6,337,800
39,052
$
31.34
6,337,800
(1)
The total number of shares purchased includes zero, 17,042 and
22,010 shares tendered by individuals in connection with
stock option exercises in Month #1, Month #2 and Month #3,
respectively.
Table of Contents
*
Peer Group includes Supervalu, Nash Finch and Performance Food
Group (As of June 28, 2008, Performance Food Group is
valued at its last closing common stock price prior to the date)
6/28/03
7/3/04
7/2/05
7/1/06
6/30/07
6/28/08
100
120
127
109
120
105
100
117
127
137
165
143
100
105
107
110
117
122
100
109
124
117
170
128
Table of Contents
Item 6.
Selected
Financial Data
Fiscal Year
2004
2008
2007
2006
(1)
2005
(53 Weeks)
(In thousands except for share data)
$
37,522,111
$
35,042,075
$
32,628,438
$
30,281,914
$
29,335,403
1,791,338
1,621,215
1,394,946
1,525,436
1,475,144
685,187
620,139
548,906
563,979
567,930
1,106,151
1,001,076
846,040
961,457
907,214
9,285
$
1,106,151
$
1,001,076
$
855,325
$
961,457
$
907,214
$
1.83
$
1.62
$
1.36
$
1.51
$
1.41
1.81
1.60
1.35
1.47
1.37
$
1.83
$
1.62
$
1.38
$
1.51
$
1.41
1.81
1.60
1.36
1.47
1.37
0.85
0.74
0.66
0.58
0.50
$
10,082,293
$
9,518,931
$
8,992,025
$
8,267,902
$
7,847,632
515,963
603,242
513,934
390,026
530,086
$
4,896
$
3,568
$
106,265
$
410,933
$
162,833
1,975,435
1,758,227
1,627,127
956,177
1,231,493
1,980,331
1,761,795
1,733,392
1,367,110
1,394,326
3,408,986
3,278,400
3,052,284
2,758,839
2,564,506
$
5,389,317
$
5,040,195
$
4,785,676
$
4,125,949
$
3,958,832
36.8
%
35.0
%
36.2
%
33.1
%
35.2
%
(1)
We adopted the provisions of SFAS 123(R), Share-Based
Payment effective at the beginning of fiscal 2006. As a
result, the results of operations for fiscal 2006 and later
years include incremental share-based compensation cost over
what would have been recorded had we continued to account for
share-based compensation under APB No. 25, Accounting
for Stock Issued to Employees.
Table of Contents
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
Sourcing and National Supply Chain
focuses on lowering
our cost of goods sold by leveraging SYSCOs purchasing
power and procurement expertise and capitalizing on an
end-to-end view of our supply chain. Our National Supply Chain
initiative is focused on lowering inventory, inbound freight,
product costs, operating costs, working capital requirements and
future facility expansion needs at our operating companies while
providing greater value to our suppliers and customers.
Integrated Delivery
focuses on standardized processes to
optimize warehouse and delivery activities across the
corporation and manage energy consumption to achieve a more
efficient delivery of products to our customers.
Demand
explores and implements practices to better
understand and more profitably sell to and service SYSCOs
customers, including better tools and processes for selling.
Organizational Capabilities
works to align management
reporting, information technology systems and performance
measures with the business initiatives.
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2008
2007
2006
100.0
%
100.0
%
100.0
%
80.8
80.7
80.7
19.2
19.3
19.3
14.2
14.4
14.7
5.0
4.9
4.6
0.3
0.3
0.3
(0.1
)
0.0
0.0
4.8
4.6
4.3
1.8
1.7
1.7
3.0
2.9
2.6
0.0
3.0
%
2.9
%
2.6
%
2008
2007
7.1
%
7.4
%
7.2
7.4
6.5
7.4
5.3
5.3
10.0
14.3
6.2
(3.8
)
29.3
96.7
10.5
16.2
10.5
13.0
10.5
18.3
(100.0
)
10.5
%
17.0
%
13.0
%
19.1
%
13.1
18.5
13.0
17.4
13.1
17.6
(2.0
)
(0.5
)
(2.5
)
(0.4
)
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Operating Income as a Percentage of Sales
2008
2007
2006
6.5
%
6.5
%
6.3
%
0.2
0.2
(1
)
3.8
3.7
4.0
(1)
SYGMA had an operating loss of $371,000 in fiscal 2006.
2008
2007
Operating
Operating
Sales
Income
Sales
Income
8.1
%
9.1
%
7.0
%
9.4
%
4.4
(23.8
)
6.0
(1)
1.4
3.3
13.8
6.2
(1)
SYGMA had operating income of $10,842,000 in fiscal 2007 and an
operating loss of $371,000 in fiscal 2006.
Table of Contents
2008
2007
2006
Operating
Operating
Operating
Sales
Income
Sales
Income
Sales
Income
79.4
%
103.1
%
78.6
%
104.0
%
78.9
%
108.6
%
12.2
0.4
12.5
0.6
12.7
0.0
9.7
7.3
10.2
7.8
9.6
8.4
(1.3
)
(1.3
)
(1.2
)
(10.8
)
(12.4
)
(17.0
)
100.0
%
100.0
%
100.0
%
100.0
%
100.0
%
100.0
%
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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Table of Contents
construction of fold-out facilities in Knoxville, Tennessee and
Longview, Texas;
replacement or significant expansion of facilities in Atlanta,
Georgia; Chicago, Illinois; Peterborough, Ontario and Houston,
Texas;
completion of the Southeast RDC in Alachua, Florida; and
completion of work on the corporate headquarters expansion.
construction of a fold-out facility in Raleigh, North Carolina;
replacement or significant expansion of facilities in Edmonton,
Alberta; Los Angeles, California; Miami, Florida; Albuquerque,
New Mexico and Columbia, South Carolina;
the Southeast RDC in Alachua, Florida; and
continuing work on the corporate headquarters expansion.
construction of fold-out facilities in Geneva, Alabama;
Springfield, Illinois and Raleigh, North Carolina;
replacement or significant expansion of facilities in Miami,
Florida and Denver, Colorado; and
continuing work on the corporate headquarters expansion.
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Payments Due by Period
Less Than
More Than
Total
1 Year
1-3 Years
3-5 Years
5 Years
(In thousands)
$
1,943,711
$
262
$
447
$
450,135
$
1,492,867
36,620
4,634
6,380
3,687
21,919
128,752
8,885
17,455
14,067
88,345
243,464
17,401
39,899
45,406
140,758
22,000
16,200
5,800
208,037
1,453,853
103,233
206,465
190,185
953,970
290,843
64,000
97,916
54,356
74,571
2,560,268
1,852,621
540,937
107,462
59,248
$
6,887,548
$
2,067,236
$
915,299
$
865,298
$
2,831,678
(1)
The estimate of the timing of future payments under the
Executive Deferred Compensation Plan involves the use of certain
assumptions, including retirement ages and payout periods.
(2)
Includes estimated contributions to the unfunded Supplemental
Executive Retirement Plan (SERP) and other postretirement
benefit plans made in amounts needed to fund benefit payments
for vested participants in these plans through fiscal 2017,
based on actuarial assumptions.
(3)
Excludes normal contributions required under our collective
bargaining agreements.
(4)
Unrecognized tax benefits relate to uncertain tax positions
recorded under FIN 48, which we adopted as of July 1,
2007. As of June 28, 2008, we had a liability of
$69,830,000 for unrecognized tax benefits for all tax
jurisdictions and $138,207,000 for related interest that could
result in cash payment. As we are not able to reasonably
estimate the timing of non-current payments or the amount by
which the liability will increase or decrease over time, the
related non-current balances have not been reflected in the
Payments Due by Period section of the table. For
further discussion of the impact of adopting FIN 48, see
Note 16, Income Taxes, in the Notes to Consolidated
Financial Statements in Item 8.
(5)
Includes payments on floating rate debt based on rates as of
June 28, 2008, assuming amount remains unchanged until
maturity, and payments on fixed rate debt based on maturity
dates.
(6)
For purposes of this table, purchase obligations include
agreements for purchases of product in the normal course of
business, for which all significant terms have been confirmed,
including minimum quantities resulting from our sourcing
initiative. Such amounts included in the table above are based
on estimates. Purchase obligations also includes amounts
committed with a third party to provide hardware and hardware
hosting services over a ten year period ending in fiscal 2015
(See discussion under Note 18, Commitments and
Contingencies, in the Notes to Consolidated Financial Statements
in Item 8), fixed electricity agreements and fixed fuel
purchase commitments. Purchase obligations exclude full
requirements electricity contracts where no stated minimum
purchase volume is required.
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Item 7A.
Quantitative
and Qualitative Disclosures About Market
Risk
Interest Rate Position as of June 28, 2008
Principal Amount by Expected Maturity
Average Interest Rate
2009
2010
2011
2012
2013
Thereafter
Total
Fair Value
(In thousands)
$
4,437
$
3,366
$
2,318
$
201,205
$
251,055
$
1,478,309
$
1,940,690
$
1,889,602
3.7
%
3.8
%
4.2
%
6.1
%
4.3
%
5.5
%
5.4
%
$
$
$
$
$
$
15,000
$
15,000
$
15,000
2.2
%
2.2
%
$
459
$
506
$
637
$
744
$
818
$
21,477
$
24,641
$
23,992
9.8
%
9.8
%
9.8
%
9.8
%
9.8
%
9.8
%
9.8
%
$
$
$
$
$
$
$
$
Table of Contents
Interest Rate Position as of June 30, 2007
Principal Amount by Expected Maturity
Average Interest Rate
2008
2009
2010
2011
2012
Thereafter
Total
Fair Value
(In thousands)
$
3,149
$
3,525
$
976
$
679
$
200,641
$
982,214
$
1,191,184
$
1,124,343
5.1
%
5.9
%
2.1
%
1.5
%
6.1
%
5.6
%
5.7
%
$
18,900
$
$
$
$
487,727
$
15,000
$
521,627
$
521,627
5.7
%
5.3
%
4.4
%
5.3
%
$
419
$
434
$
478
$
602
$
704
$
21,148
$
23,785
$
22,450
9.5
%
9.8
%
9.8
%
9.8
%
9.8
%
9.8
%
9.8
%
$
$
$
$
$
44,099
$
$
44,099
$
44,099
4.4
%
4.4
%
Item 8.
Financial
Statements and Supplementary
Data
Page
31
32
33
34
35
36
37
38
Table of Contents
Table of Contents
ON INTERNAL CONTROL OVER FINANCIAL
REPORTING
Table of Contents
ON CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
Table of Contents
Year Ended
June 28, 2008
June 30, 2007
July 1, 2006
(In thousands except for share data)
$
37,522,111
$
35,042,075
$
32,628,438
30,327,254
28,284,603
26,337,107
7,194,857
6,757,472
6,291,331
5,314,908
5,048,990
4,796,301
1,879,949
1,708,482
1,495,030
111,541
105,002
109,100
(22,930
)
(17,735
)
(9,016
)
1,791,338
1,621,215
1,394,946
685,187
620,139
548,906
1,106,151
1,001,076
846,040
9,285
$
1,106,151
$
1,001,076
$
855,325
$
1.83
$
1.62
$
1.36
1.81
1.60
1.35
$
1.83
1.62
1.38
1.81
1.60
1.36
Table of Contents
Accumulated
Other
Common Stock
Paid-in
Retained
Comprehensive
Treasury Stock
Shares
Amount
Capital
Earnings
Income (Loss)
Shares
Amount
Total
(In thousands except for share data)
765,174,900
$
765,175
$
389,053
$
4,552,379
$
(13,677
)
136,607,370
$
2,934,091
$
2,758,839
855,325
855,325
43,180
43,180
47,718
47,718
7,064
7,064
333
333
953,620
(408,264
)
(408,264
)
16,104,800
530,563
(530,563
)
1,750
(126,027
)
(1,305
)
3,055
134,881
(6,306,823
)
(140,716
)
275,597
765,174,900
$
765,175
$
525,684
$
4,999,440
$
84,618
146,279,320
$
3,322,633
$
3,052,284
1,001,076
1,001,076
3,469
3,469
25,052
25,052
428
428
1,030,025
(456,438
)
(456,438
)
16,501,200
559,788
(559,788
)
111,470
(9,445,997
)
(218,475
)
329,945
(117,628
)
(117,628
)
765,174,900
$
765,175
$
637,154
$
5,544,078
$
(4,061
)
153,334,523
$
3,663,946
$
3,278,400
1,106,151
1,106,151
30,514
30,514
427
427
3,777
3,777
2,003
2,003
93
93
(124,301
)
(124,301
)
1,018,664
(513,593
)
(513,593
)
16,499,900
520,255
(520,255
)
75,054
(5,892,065
)
(143,143
)
218,197
(91,635
)
(91,635
)
(3,572
)
22,780
19,208
765,174,900
$
765,175
$
712,208
$
6,041,429
$
(68,768
)
163,942,358
$
4,041,058
$
3,408,986
Table of Contents
Year Ended
June 28, 2008
June 30, 2007
July 1, 2006
(In thousands)
$
1,106,151
$
1,001,076
$
855,325
(9,285
)
80,650
97,985
126,837
372,529
362,559
345,062
643,480
545,971
482,111
32,184
28,156
19,841
(2,747
)
(6,279
)
847
(128,017
)
(134,153
)
(162,586
)
(110,925
)
(95,932
)
(119,392
)
59,896
(62,773
)
1,741
54,451
85,422
49,775
(22,721
)
132,936
29,161
(509,783
)
(491,993
)
(545,634
)
11,926
(36,426
)
(17,937
)
13,459
(14,817
)
75,382
(4,404
)
(8,810
)
(6,569
)
1,596,129
1,402,922
1,124,679
(515,963
)
(603,242
)
(513,934
)
13,320
16,008
21,037
(55,259
)
(59,322
)
(114,378
)
2,342
(2,155
)
(2,243
)
(555,560
)
(648,711
)
(609,518
)
(550,726
)
121,858
240,017
757,972
5,290
500,987
(7,628
)
(109,656
)
(413,383
)
(4,192
)
(7
)
(3,998
)
(21,196
)
128,238
221,736
128,055
(529,179
)
(550,865
)
(544,131
)
(497,467
)
(445,416
)
(397,537
)
4,404
8,810
6,569
(698,578
)
(748,250
)
(504,617
)
1,689
14
(325
)
343,680
5,975
10,219
207,872
201,897
191,678
$
551,552
$
207,872
$
201,897
$
98,330
$
107,109
$
107,242
530,169
563,968
619,442
Table of Contents
1.
SUMMARY
OF ACCOUNTING POLICIES
Table of Contents
Table of Contents
2.
CHANGES
IN ACCOUNTING
Table of Contents
3.
NEW
ACCOUNTING STANDARDS
4.
ALLOWANCE
FOR DOUBTFUL ACCOUNTS
2008
2007
2006
$
31,841,000
$
29,100,000
$
29,604,000
32,185,000
28,156,000
19,895,000
71,000
595,000
729,000
(32,367,000
)
(26,010,000
)
(21,128,000
)
$
31,730,000
$
31,841,000
$
29,100,000
Table of Contents
5.
PLANT
AND EQUIPMENT
Estimated Useful
June 28, 2008
Lives
$
270,157,000
$
239,206,000
2,652,091,000
2,428,184,000
10-40 years
2,542,235,000
2,416,948,000
3-20 years
5,464,483,000
5,084,338,000
(2,574,693,000
)
(2,363,105,000
)
$
2,889,790,000
$
2,721,233,000
6.
GOODWILL
AND OTHER INTANGIBLES
Broadline
SYGMA
Other
Total
$
709,414,000
$
32,610,000
$
560,567,000
$
1,302,591,000
13,017,000
29,168,000
42,185,000
10,253,000
(1,000
)
285,000
10,537,000
732,684,000
32,609,000
590,020,000
1,355,313,000
11,537,000
33,861,000
45,398,000
12,199,000
314,000
12,513,000
$
756,420,000
$
32,609,000
$
624,195,000
$
1,413,224,000
June 28, 2008
June 30, 2007
Gross Carrying
Accumulated
Gross Carrying
Accumulated
Amount
Amortization
Net
Amount
Amortization
Net
$
123,605,000
$
43,756,000
$
79,849,000
$
114,844,000
$
31,721,000
$
83,123,000
4,163,000
2,443,000
1,720,000
5,027,000
2,841,000
2,186,000
500,000
220,000
280,000
700,000
175,000
525,000
128,268,000
46,419,000
81,849,000
120,571,000
34,737,000
85,834,000
5,679,000
5,679,000
5,532,000
5,532,000
$
133,947,000
$
46,419,000
$
87,528,000
$
126,103,000
$
34,737,000
$
91,366,000
Amount
$
14,138,000
13,726,000
13,227,000
12,942,000
10,410,000
Table of Contents
7.
RESTRICTED
CASH
June 28, 2008
June 30, 2007
$
92,587,000
$
92,929,000
9,000,000
$
92,587,000
$
101,929,000
8.
DERIVATIVE
FINANCIAL INSTRUMENTS
9.
SELF-INSURED
LIABILITIES
2008
2007
2006
$
125,844,000
$
115,557,000
$
105,593,000
306,571,000
302,812,000
274,061,000
(314,690,000
)
(292,525,000
)
(264,097,000
)
$
117,725,000
$
125,844,000
$
115,557,000
10.
DEBT
AND OTHER FINANCING ARRANGEMENTS
June 28, 2008
June 30, 2007
$
$
18,900,000
531,826,000
200,372,000
200,467,000
249,619,000
206,331,000
207,435,000
496,683,000
50,000,000
50,000,000
224,522,000
224,498,000
499,596,000
499,581,000
53,208,000
47,988,000
1,980,331,000
1,780,695,000
(4,896,000
)
(22,468,000
)
$
1,975,435,000
$
1,758,227,000
Amount
$
4,896,000
3,872,000
2,955,000
201,949,000
251,873,000
Table of Contents
Table of Contents
11.
LEASES
Amount
$
64,000,000
55,292,000
42,624,000
30,699,000
23,657,000
74,571,000
12.
EMPLOYEE
BENEFIT PLANS
Table of Contents
As of June 30, 2007
Prior to Adopting
Effect of Adopting
As Reported at
SFAS 158
SFAS 158
June 30, 2007
$
436,236,000
$
(83,846,000
)
$
352,390,000
43,854,000
(43,854,000
)
(10,967,000
)
(10,967,000
)
(38,196,000
)
73,328,000
35,132,000
(271,369,000
)
(52,289,000
)
(323,658,000
)
7,637,000
117,628,000
125,265,000
Pension Benefits
Other Postretirement Plans
June 28, 2008
June 30, 2007
June 28, 2008
June 30, 2007
$
1,565,327,000
$
1,381,409,000
$
8,675,000
$
8,045,000
90,570,000
84,654,000
484,000
451,000
101,218,000
91,311,000
570,000
531,000
(30,048,000
)
3,410,000
1,205,000
46,463,000
(209,000
)
(359,000
)
(10,445,000
)
(10,814,000
)
(34,586,000
)
(31,106,000
)
(238,000
)
7,000
(48,254,000
)
(127,000
)
1,634,987,000
1,565,327,000
9,155,000
8,675,000
1,590,689,000
1,282,302,000
(95,634,000
)
259,471,000
92,670,000
90,836,000
238,000
(7,000
)
(10,445,000
)
(10,814,000
)
(34,586,000
)
(31,106,000
)
(238,000
)
7,000
(16,122,000
)
1,526,572,000
1,590,689,000
(108,415,000
)
25,362,000
(9,155,000
)
(8,675,000
)
N/A
993,000
N/A
85,000
$
(108,415,000
)
$
26,355,000
$
(9,155,000
)
$
(8,590,000
)
Table of Contents
Pension Benefits
Other Postretirement Plans
June 28, 2008
June 30, 2007
June 28, 2008
June 30, 2007
$
215,159,000
$
352,390,000
$
$
(17,082,000
)
(10,784,000
)
(319,000
)
(183,000
)
(306,492,000
)
(315,251,000
)
(8,836,000
)
(8,407,000
)
$
(108,415,000
)
$
26,355,000
$
(9,155,000
)
$
(8,590,000
)
Other
Postretirement
Pension Benefits
Plans
Total
$
9,145,000
$
436,000
$
9,581,000
351,344,000
(2,912,000
)
348,432,000
754,000
754,000
$
360,489,000
$
(1,722,000
)
$
358,767,000
Other
Postretirement
Pension Benefits
Plans
Total
$
45,678,000
$
591,000
$
46,269,000
158,906,000
(2,741,000
)
156,165,000
920,000
920,000
$
204,584,000
$
(1,230,000
)
$
203,354,000
Other
Postretirement
Pension Benefits
Plans
June 28, 2008
June 30, 2007
June 28, 2008
June 30, 2007
$
277,579,000
$
262,541,000
$
9,155,000
$
8,675,000
Pension Benefits
2008
2007
2006
$
90,570,000
$
84,654,000
$
100,028,000
101,218,000
91,311,000
83,600,000
(135,345,000
)
(116,744,000
)
(104,174,000
)
5,985,000
5,684,000
4,934,000
3,409,000
9,686,000
46,204,000
$
65,837,000
$
74,591,000
$
130,592,000
Other Postretirement Plans
2008
2007
2006
$
484,000
$
451,000
$
510,000
570,000
531,000
472,000
143,000
201,000
202,000
(156,000
)
(132,000
)
(15,000
)
153,000
154,000
153,000
$
1,194,000
$
1,205,000
$
1,322,000
Table of Contents
Other
Postretirement
Pension Benefits
Plans
Total
$
1,376,000
$
130,000
$
1,506,000
17,728,000
(158,000
)
17,570,000
153,000
153,000
$
19,104,000
$
125,000
$
19,229,000
Other
Postretirement
Pension Benefits
Plans
$
44,671,000
$
319,000
50,484,000
434,000
56,792,000
608,000
63,500,000
732,000
71,919,000
863,000
503,938,000
5,431,000
June 28, 2008
June 30, 2007
6.94
%
6.54
%
7.03
6.40
6.17
6.17
2008
2007
2006
6.78
%
6.73
%
5.60
%
6.64
6.73
5.60
8.50
9.00
9.00
6.17
6.17
5.89
Table of Contents
June 28,
June 30,
2008
2007
68.8
%
72.0
%
31.2
28.0
100.0
%
100.0
%
13.
SHAREHOLDERS
EQUITY
2008
2007
2006
$
1,106,151,000
$
1,001,076,000
$
846,040,000
9,285,000
$
1,106,151,000
$
1,001,076,000
$
855,325,000
605,905,545
618,332,752
621,382,766
5,065,238
8,034,046
7,417,881
610,970,783
626,366,798
628,800,647
$
1.83
$
1.62
$
1.36
0.02
$
1.83
$
1.62
$
1.38
$
1.81
$
1.60
$
1.35
0.01
$
1.81
$
1.60
$
1.36
Table of Contents
14.
COMPREHENSIVE
INCOME
2008
Before-Tax
After-Tax
Amount
Income Tax
Amount
30,514,000
30,514,000
693,000
266,000
427,000
6,128,000
2,351,000
3,777,000
3,253,000
1,250,000
2,003,000
153,000
60,000
93,000
(201,788,000
)
(77,487,000
)
(124,301,000
)
$
(161,047,000
)
$
(73,560,000
)
$
(87,487,000
)
2007
Before-Tax
After-Tax
Amount
Income Tax
Amount
$
5,633,000
$
2,164,000
$
3,469,000
25,052,000
25,052,000
694,000
266,000
428,000
$
31,379,000
$
2,430,000
$
28,949,000
2006
Before-Tax
After-Tax
Amount
Income Tax
Amount
$
70,097,000
$
26,917,000
$
43,180,000
47,718,000
47,718,000
11,388,000
4,324,000
7,064,000
540,000
207,000
333,000
$
129,743,000
$
31,448,000
$
98,295,000
Pension and Other
Postretirement
Foreign Currency
Benefit Plans
Translation
Interest Rate Swap
Total
$
(54,286,000
)
$
60,730,000
$
(20,121,000
)
$
(13,677,000
)
43,180,000
43,180,000
47,718,000
47,718,000
7,064,000
7,064,000
333,000
333,000
(11,106,000
)
108,448,000
(12,724,000
)
84,618,000
3,469,000
3,469,000
25,052,000
25,052,000
428,000
428,000
(117,628,000
)
(117,628,000
)
(125,265,000
)
133,500,000
(12,296,000
)
(4,061,000
)
22,780,000
22,780,000
30,514,000
30,514,000
427,000
427,000
3,777,000
3,777,000
2,003,000
2,003,000
93,000
93,000
(124,301,000
)
(124,301,000
)
$
(220,913,000
)
$
164,014,000
$
(11,869,000
)
$
(68,768,000
)
15.
SHARE-BASED
COMPENSATION
Table of Contents
Table of Contents
2008
2007
2006
2.6%
2.2%
1.4%
23%
21%
23%
3.8%
4.7%
3.9%
4.5 years
5.1 years
5.2 years
Weighted
Weighted Average
Shares
Average
Remaining
Aggregate
Under
Exercise
Contractual Term
Intrinsic
Option
Price Per Share
(in years)
Value
63,436,658
$
29.38
6,438,968
33.39
(3,702,300
)
23.74
(540,700
)
32.25
(388,326
)
32.24
65,244,300
$
30.05
4.14
$
46,439,000
63,608,630
$
29.99
4.13
$
46,436,000
47,411,023
$
29.14
3.80
$
45,499,000
Table of Contents
16.
INCOME
TAXES
2008
2007
2006
$
584,584,000
$
539,997,000
$
486,642,000
79,587,000
63,139,000
45,738,000
21,016,000
17,003,000
16,526,000
$
685,187,000
$
620,139,000
$
548,906,000
Table of Contents
June 28, 2008
June 30, 2007
$
1,054,190,000
$
988,341,000
369,203,000
360,271,000
20,601,000
21,266,000
1,443,994,000
1,369,878,000
73,481,000
101,180,000
73,837,000
76,500,000
35,132,000
54,805,000
49,850,000
41,390,000
45,424,000
30,650,000
26,430,000
40,355,000
38,094,000
35,535,000
29,159,000
426,553,000
325,269,000
39,020,000
70,935,000
$
1,056,461,000
$
1,115,544,000
2008
2007
2006
35.00
%
35.00
%
35.00
%
1.61
2.15
2.17
0.85
0.93
2.09
0.79
0.17
0.09
38.25
%
38.25
%
39.35
%
Table of Contents
2008
$
82,639,000
(138,000
)
7,912,000
(223,000
)
(2,261,000
)
$
87,929,000
17.
ACQUISITIONS
Table of Contents
18.
COMMITMENTS
AND CONTINGENCIES
Table of Contents
19.
BUSINESS
SEGMENT INFORMATION
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.
Table of Contents
Fiscal Year
2008
2007
2006
(In thousands)
$
29,792,931
$
27,560,375
$
25,758,645
4,574,880
4,380,955
4,131,666
3,622,360
3,571,213
3,139,278
(468,060
)
(470,468
)
(401,151
)
$
37,522,111
$
35,042,075
$
32,628,438
$
1,937,555
$
1,776,277
$
1,623,653
8,261
10,842
(371
)
137,134
132,802
125,084
2,082,950
1,919,921
1,748,366
(203,001
)
(211,439
)
(253,336
)
1,879,949
1,708,482
1,495,030
111,541
105,002
109,100
(22,930
)
(17,735
)
(9,016
)
$
1,791,338
$
1,621,215
$
1,394,946
$
257,819
$
249,083
$
237,437
30,467
29,740
26,667
37,044
30,694
26,456
325,330
309,517
290,560
47,199
53,042
54,502
$
372,529
$
362,559
$
345,062
$
392,971
$
404,728
$
335,437
4,977
41,596
62,917
36,661
56,037
55,650
434,609
502,361
454,004
81,354
100,881
59,930
$
515,963
$
603,242
$
513,934
$
5,868,350
$
5,573,079
$
5,248,223
414,044
385,470
359,116
1,018,128
929,573
832,223
7,300,522
6,888,122
6,439,562
2,781,771
2,630,809
2,552,463
$
10,082,293
$
9,518,931
$
8,992,025
2008
2007
2006
(In thousands)
$
6,820,363
$
6,161,946
$
5,849,082
6,606,347
6,548,127
6,153,468
5,105,353
4,691,114
4,405,908
4,000,780
3,245,488
3,014,104
3,808,844
3,585,462
3,283,174
3,183,540
3,118,122
2,769,805
2,964,006
2,825,505
2,595,358
1,878,830
1,840,149
1,751,062
1,297,543
1,200,263
1,078,030
988,781
857,339
740,601
704,050
763,179
782,523
163,674
205,381
205,323
$
37,522,111
$
35,042,075
$
32,628,438
Table of Contents
Fiscal Year
2008
2007
2006
(In thousands)
$
33,842,824
$
31,891,186
$
29,701,904
3,380,159
2,923,106
2,783,450
299,128
227,783
143,084
$
37,522,111
$
35,042,075
$
32,628,438
$
2,655,714
$
2,531,980
$
2,328,319
233,879
189,154
136,512
197
99
69
$
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.
20.
SUPPLEMENTAL
GUARANTOR INFORMATION
Condensed Consolidating Balance Sheet
June 28, 2008
SYSCO
Other Non-Guarantor
Consolidated
SYSCO
International
Subsidiaries
Eliminations
Totals
(In thousands)
$
526,109
$
$
4,648,924
$
$
5,175,033
14,202,506
398,065
118,041
(14,718,612
)
202,778
2,687,012
2,889,790
593,699
1,262
1,422,509
2,017,470
$
15,525,092
$
399,327
$
8,876,486
$
(14,718,612
)
$
10,082,293
$
412,042
$
986
$
3,086,315
$
$
3,499,343
9,670,465
100,027
(9,770,492
)
1,729,401
199,752
46,282
1,975,435
468,213
730,316
1,198,529
3,244,971
98,562
14,784,065
(14,718,612
)
3,408,986
$
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)
$
244,441
$
$
4,431,105
$
$
4,675,546
12,675,360
349,367
126,364
(13,151,091
)
170,288
2,550,945
2,721,233
654,287
1,467,865
2,122,152
$
13,744,376
$
349,367
$
8,576,279
$
(13,151,091
)
$
9,518,931
$
371,149
$
1,034
$
3,042,906
$
$
3,415,089
8,251,239
44,757
(8,295,996
)
1,471,428
243,786
43,013
1,758,227
505,660
561,555
1,067,215
3,144,900
59,790
13,224,801
(13,151,091
)
3,278,400
$
13,744,376
$
349,367
$
8,576,279
$
(13,151,091
)
$
9,518,931
Table of Contents
Condensed Consolidating Results of Operations
Year Ended June 28, 2008
SYSCO
Other Non-Guarantor
Consolidated
SYSCO
International
Subsidiaries
Eliminations
Totals
(In thousands)
$
$
$
37,522,111
$
$
37,522,111
30,327,254
30,327,254
7,194,857
7,194,857
206,338
142
5,108,428
5,314,908
(206,338
)
(142
)
2,086,429
1,879,949
462,554
11,736
(362,749
)
111,541
(7,373
)
(15,557
)
(22,930
)
(661,519
)
(11,878
)
2,464,735
1,791,338
(253,031
)
(4,543
)
942,761
685,187
1,514,639
33,907
(1,548,546
)
$
1,106,151
$
26,572
$
1,521,974
$
(1,548,546
)
$
1,106,151
Condensed Consolidating Results of Operations
Year Ended June 30, 2007
SYSCO
Other Non-Guarantor
Consolidated
SYSCO
International
Subsidiaries
Eliminations
Totals
(In thousands)
$
$
$
35,042,075
$
$
35,042,075
28,284,603
28,284,603
6,757,472
6,757,472
213,915
127
4,834,948
5,048,990
(213,915
)
(127
)
1,922,524
1,708,482
410,190
11,813
(317,001
)
105,002
(8,984
)
(8,751
)
(17,735
)
(615,121
)
(11,940
)
2,248,276
1,621,215
(235,260
)
(4,567
)
859,966
620,139
1,380,937
18,075
(1,399,012
)
$
1,001,076
$
10,702
$
1,388,310
$
(1,399,012
)
$
1,001,076
Condensed Consolidating Results of Operations
Year Ended July 1, 2006
SYSCO
Other Non-Guarantor
Consolidated
SYSCO
International
Subsidiaries
Eliminations
Totals
(In thousands)
$
$
$
32,628,438
$
$
32,628,438
26,337,107
26,337,107
6,291,331
6,291,331
256,351
130
4,539,820
4,796,301
(256,351
)
(130
)
1,751,511
1,495,030
374,838
11,108
(276,846
)
109,100
(2,919
)
(6,097
)
(9,016
)
(628,270
)
(11,238
)
2,034,454
1,394,946
(181,070
)
(4,055
)
734,031
548,906
1,293,240
6,063
(1,299,303
)
846,040
(1,120
)
1,300,423
(1,299,303
)
846,040
9,285
9,285
$
855,325
$
(1,120
)
$
1,300,423
$
(1,299,303
)
$
855,325
Table of Contents
Condensed Consolidating Cash Flows
Year Ended June 28, 2008
SYSCO
Other Non-Guarantor
Consolidated
SYSCO
International
Subsidiaries
Totals
(In thousands)
$
(266,597
)
$
25,261
$
1,837,465
$
1,596,129
(64,561
)
(490,999
)
(555,560
)
(659,760
)
(44,035
)
5,217
(698,578
)
1,689
1,689
1,341,687
18,774
(1,360,461
)
350,769
(7,089
)
343,680
135,877
71,995
207,872
$
486,646
$
$
64,906
$
551,552
Condensed Consolidating Cash Flows
Year Ended June 30, 2007
SYSCO
Other Non-Guarantor
Consolidated
SYSCO
International
Subsidiaries
Totals
(In thousands)
$
(238,228
)
$
(7,326
)
$
1,648,476
$
1,402,922
(28,970
)
(619,741
)
(648,711
)
(764,350
)
19,540
(3,440
)
(748,250
)
14
14
1,036,150
(12,214
)
(1,023,936
)
4,602
1,373
5,975
131,275
70,622
201,897
$
135,877
$
$
71,995
$
207,872
Condensed Consolidating Cash Flows
Year Ended July 1, 2006
SYSCO
Other Non-Guarantor
Consolidated
SYSCO
International
Subsidiaries
Totals
(In thousands)
$
(285,446
)
$
(7,496
)
$
1,417,621
$
1,124,679
(71,851
)
(537,667
)
(609,518
)
(490,457
)
(8,311
)
(5,849
)
(504,617
)
(325
)
(325
)
853,281
15,807
(869,088
)
5,527
4,692
10,219
125,748
65,930
191,678
$
131,275
$
$
70,622
$
201,897
Table of Contents
21.
QUARTERLY
RESULTS (UNAUDITED)
Fiscal 2008 Quarter Ended
September 29
December 29
March 29
June 28
Fiscal Year
(In thousands except for share data)
$
9,405,844
$
9,239,505
$
9,146,557
$
9,730,205
$
37,522,111
7,614,702
7,471,725
7,412,036
7,828,791
30,327,254
1,791,142
1,767,780
1,734,521
1,901,414
7,194,857
1,336,509
1,318,768
1,316,877
1,342,754
5,314,908
454,633
449,012
417,644
558,660
1,879,949
26,371
28,915
28,744
27,511
111,541
(3,032
)
(8,343
)
(7,285
)
(4,270
)
(22,930
)
431,294
428,440
396,185
535,419
1,791,338
164,305
164,292
155,284
201,306
685,187
$
266,989
$
264,148
$
240,901
$
334,113
$
1,106,151
$
0.44
$
0.43
$
0.40
$
0.56
$
1.83
0.43
0.43
0.40
0.55
1.81
0.19
0.22
0.22
0.22
0.85
36-30
36-31
32-26
32-27
36-26
Fiscal 2007 Quarter Ended
September 30
December 30
March 31
June 30
Fiscal Year
(In thousands except for share data)
$
8,672,072
$
8,568,748
$
8,572,961
$
9,228,294
$
35,042,075
7,002,856
6,915,259
6,938,867
7,427,621
28,284,603
1,669,216
1,653,489
1,634,094
1,800,673
6,757,472
1,276,882
1,230,967
1,249,951
1,291,190
5,048,990
392,334
422,522
384,143
509,483
1,708,482
25,766
28,006
25,700
25,530
105,002
(9,038
)
(3,375
)
(2,536
)
(2,786
)
(17,735
)
375,606
397,891
360,979
486,739
1,621,215
145,458
151,353
139,980
183,348
620,139
$
230,148
$
246,538
$
220,999
$
303,391
$
1,001,076
$
0.37
$
0.40
$
0.36
$
0.49
$
1.62
0.37
0.39
0.35
0.49
1.60
0.17
0.19
0.19
0.19
0.74
34-27
37-32
37-31
35-32
37-27
8
%
8
%
7
%
5
%
7
%
16
6
9
10
10
16
7
9
10
11
19
8
11
14
13
16
10
14
12
13
Table of Contents
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 9A.
Controls
and Procedures
Item 9B.
Other
Information
Item 10.
Directors
and Executive Officers of the
Registrant
Item 11.
Executive
Compensation
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 13.
Certain
Relationships and Related
Transactions
Item 14.
Principal
Accountant Fees and Services
Table of Contents
Item 15.
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
July 18, 2008, incorporated by reference to
Exhibit 3.5 to
Form 8-K
filed on July 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
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
.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) to
Form 10-Q
for the quarter ended March 27, 2004 (File
No. 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 to
Form 8-K
filed on September 20, 2005 (File
No. 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 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
.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
.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
.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) to
Form 10-K
for the year ended July 3, 1999 (File
No. 1-6544).
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
.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
.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).
Table of Contents
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
.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).
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)
to
Form 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)
to
Form 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)
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, 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
.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
.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
.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
Form of Stock Option Grant Agreement issued to executive
officers under the 2007 Stock Incentive Plan, incorporated by
reference to Exhibit 10.6 to
Form 10-Q
for the quarter ended December 29, 2007 filed on
February 5, 2008 (File
No. 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 to
Form 10-Q
for the quarter ended December 29, 2007 filed on
February 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
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 to
Form 10-Q
for the quarter ended September 29, 2007 filed on
November 8, 2007 (File
No. 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 (File
No. 1-6544).
10
.32
First Amendment to 2005 Management Incentive Plan dated
July 13, 2007, incorporated by reference to
Exhibit 10.33 to
Form 10-K
for the year ended June 30, 2007 filed on August 28,
2007 (File
No. 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 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
.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 to
Form 10-K
for the year ended July 1, 2006 filed on September 14,
2006 (File
No. 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 to
Form 10-K
for the year ended June 30, 2007 filed on August 28,
2007 (File
No. 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 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
.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
.42
Form of Executive Severance Agreement between Sysco Corporation
and Kenneth F. Spitler dated July 14, 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
.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) to
Form 10-K
for the year ended July 3, 2004 filed on September 16,
2004 (File
No. 1-6544).
Table of Contents
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 to
Form 10-K
for the year ended June 30, 2007 filed on August 28,
2007 (File
No. 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) to
Form 10-K
for the year ended June 28, 1997 (File
No. 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) to
Form 10-K
for the year ended July 3, 1999 (File
No. 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 (File
No. 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) to
Form 8-K
field on September 9, 2004 (File
No. 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) to
Form 10-Q
for the quarter ended January 1, 2005 filed on
February 10, 2005 (File
No. 1-6544).
10
.51
Amended and Restated 2005 Non-Employee Directors Stock Plan,
incorporated by reference to Exhibit 10.1 to
Form 10-Q
for the quarter ended December 29, 2007 filed on
February 5, 2008 (File
No. 1-6544).
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
.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
.54
Form of Restricted Stock Agreement under the Amended and
Restated 2005 Non-Employee Directors Stock Plan, incorporated by
reference to Exhibit 10.1 to
Form 10-Q
for the quarter ended March 29, 2008 filed on May 6,
2008 (File
No. 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 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
Table of Contents
By
Chairman of the Board and Chief Executive Officer
(principal executive officer)
Executive Vice President and Chief Financial Officer
(principal financial officer)
Vice President, Controller and Chief Accounting Officer
(principal accounting officer)
Richard G. Merrill
Nancy S. Newcomb
Richard J. Schnieders
Phyllis S. Sewell
Richard G. Tilghman
Jackie M. Ward
Table of Contents
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).
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).
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).
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).
Amended and Restated Bylaws of Sysco Corporation dated July 18, 2008, incorporated by reference to
Exhibit 3.5 to Form 8-K filed on July 23, 2008 (File No. 1-6544).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
Table of Contents
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).
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).
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).
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).
Fifth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan.
Seventh Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan.
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).
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).
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).
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).
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).
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).
2000 Stock Incentive Plan, incorporated by reference to Appendix B to Proxy Statement filed on
September 25, 2000 (File No. 1-6544).
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).
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).
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).
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).
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).
2004 Stock Option Plan, incorporated by reference to Appendix B to the Sysco Corporation Proxy
Statement filed September 24, 2004 (File No. 1-6544).
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).
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).
Table of Contents
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).
Form of Stock Option Grant Agreement issued to executive officers under the 2007 Stock Incentive Plan,
incorporated by reference to Exhibit 10.6 to Form 10-Q for the quarter ended December 29, 2007 filed on
February 5, 2008
(File No. 1-6544).
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 to Form 10-Q
for the quarter ended December 29, 2007 filed on February 5, 2008 (File No. 1-6544).
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).
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).
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 to Form 10-Q for the
quarter ended September 29, 2007 filed on November 8, 2007 (File No. 1-6544).
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).
First Amendment to 2005 Management Incentive Plan dated July 13, 2007, incorporated by reference to
Exhibit 10.33 to Form 10-K for the year ended June 30, 2007 filed on August 28, 2007 (File No. 1-6544).
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).
First Amended and Restated 2005 Management Incentive Plan.
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.
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).
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 to Form 10-K for
the year ended
June 30, 2007
filed on August 28, 2007 (File No. 1-6544).
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).
Termination of 2006 Supplemental Performance Bonus Plan.
Form of Fiscal Year 2009 Supplemental Bonus Agreement for the Chief Executive Officer and the President.
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).
Form of Executive Severance Agreement between Sysco Corporation and Kenneth F. Spitler dated July 14,
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).
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) to Form 10-K for the year ended July 3, 2004 filed on September 16, 2004 (File No.
1-6544).
Letter agreement dated December 12, 2006 between Sysco Corporation and William J. DeLaney regarding
certain relocation 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).
Table of Contents
Description of Compensation Arrangements with Named Executive Officers.
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).
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).
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).
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).
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).
Amended and Restated 2005 Non-Employee Directors Stock Plan, incorporated by reference to Exhibit 10.1
to Form 10-Q for the quarter ended December 29, 2007 filed on February 5, 2008 (File No. 1-6544).
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).
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).
Form of Restricted Stock Agreement under the Amended and Restated 2005 Non-Employee Directors Stock
Plan, incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 29, 2008 filed
on May 6, 2008 (File No. 1-6544).
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).
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).
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).
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).
Second Amended and Restated Sysco Corporation 2005 Board of Directors Deferred Compensation Plan.
Description of Compensation Arrangements with Non-Employee Directors.
Form of Indemnification Agreement with Non-Employee Directors.
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).
Subsidiaries of the Registrant.
Consent of Independent Registered Public Accounting Firm.
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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
Page | ||||
ARTICLE I DEFINITIONS
|
3 | |||
|
||||
ARTICLE II ELIGIBILITY AND FROZEN PARTICIPANTS
|
11 | |||
2.1 Eligibility
|
11 | |||
2.2 Frozen Participants
|
11 | |||
|
||||
ARTICLE III PARTICIPANT DEFERRALS AND COMPANY CONTRIBUTIONS
|
12 | |||
3.1 Bonus Deferral Election
|
12 | |||
3.2 Company Match
|
12 | |||
3.3 Salary Deferral Election
|
13 | |||
3.4 Discretionary Company Contributions
|
14 | |||
3.5 Cancellation of Salary Deferral Election upon the Occurrence of an Unforeseeable Emergency
|
14 | |||
|
||||
ARTICLE IV ACCOUNT
|
15 | |||
4.1 Establishing a Participants Account
|
15 | |||
4.2 Credit of the Participants Bonus Deferral and the Companys Match
|
15 | |||
4.3 Credit of the Participants Salary Deferrals
|
15 | |||
4.4 Deemed Investment of Deferrals
|
15 | |||
4.5 Crediting of Earnings on Deferrals Invested in the Default Investment
|
16 | |||
4.6 Crediting of Interest on Company Match
|
17 | |||
4.7 Procedure to Credit or Debit Interest, Earnings or Losses Upon an Event of Distribution
|
17 | |||
|
||||
ARTICLE V VESTING
|
19 | |||
5.1 Deferrals
|
19 | |||
5.2 Company Match
|
19 | |||
|
||||
ARTICLE VI DISTRIBUTIONS
|
20 | |||
6.1 Death
|
20 | |||
6.2 Disability
|
20 | |||
6.3 Retirement
|
20 | |||
6.4 Distributions Upon Termination
|
21 | |||
6.5 In-Service Distributions
|
21 | |||
6.6 Distribution Elections for Deferrals
|
21 | |||
6.7 Forfeiture For Cause
|
24 | |||
6.8 Forfeiture for Competition
|
26 | |||
6.9 Hardship Withdrawals
|
27 | |||
6.10 Payments Upon Income Inclusion Under Section 409A
|
28 | |||
6.11 Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments
|
28 | |||
6.12 Responsibility for Distributions and Withholding of Taxes
|
29 | |||
|
||||
ARTICLE VII ADMINISTRATION
|
30 | |||
7.1 Committee Appointment
|
30 | |||
7.2 Committee Organization and Voting
|
30 | |||
7.3 Powers of the Committee
|
30 | |||
7.4 Committee Discretion
|
31 | |||
7.5 Reimbursement of Expenses
|
31 |
-i-
Page | ||||
7.6 Indemnification
|
31 | |||
7.7 Claims Procedure
|
31 | |||
|
||||
ARTICLE VIII ADOPTION BY SUBSIDIARIES
|
34 | |||
8.1 Procedure for and Status After Adoption
|
34 | |||
8.2 Termination of Participation By Adopting Subsidiary
|
34 | |||
|
||||
ARTICLE IX AMENDMENT AND/OR TERMINATION
|
35 | |||
9.1 Amendment or Termination of the Plan
|
35 | |||
9.2 No Retroactive Effect on Awarded Benefits
|
35 | |||
9.3 Effect of Termination
|
35 | |||
|
||||
ARTICLE X FUNDING
|
37 | |||
10.1 Payments Under This Agreement are the Obligation of the Company
|
37 | |||
10.2 Agreement May be Funded Through Rabbi Trust
|
37 | |||
10.3 Reversion of Excess Assets
|
37 | |||
10.4 Participants Must Rely Only on General Credit of the Company
|
38 | |||
|
||||
ARTICLE XI MISCELLANEOUS
|
39 | |||
11.1 Limitation of Rights
|
39 | |||
11.2 Distributions to Incompetents or Minors
|
39 | |||
11.3 Non-alienation of Benefits
|
39 | |||
11.4 Reliance Upon Information
|
40 | |||
11.5 Severability
|
40 | |||
11.6 Notice
|
40 | |||
11.7 Gender and Number
|
40 | |||
11.8 Governing Law
|
40 | |||
11.9 Effective Date
|
40 | |||
11.10 Compliance with Section 409A of the Code
|
40 |
-ii-
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-8-
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Participants Combined Full Years of Age | |||||||||
and Full Years of MIP Participation | Vested Percentage | ||||||||
Less than 70
|
0 | % | |||||||
70
|
50 | % | |||||||
71
|
55 | % | |||||||
72
|
60 | % | |||||||
73
|
65 | % | |||||||
74
|
70 | % | |||||||
75
|
75 | % | |||||||
76
|
80 | % | |||||||
77
|
85 | % | |||||||
78
|
90 | % | |||||||
79
|
95 | % | |||||||
80 or more
|
100 | % |
-19-
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-22-
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-29-
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-40-
SYSCO CORPORATION | ||||||
|
||||||
|
By:
Name: Title: |
/s/ Michael C. Nichols
Sr. Vice President, General Counsel and Secretary |
-41-
-42-
Option | Manager | |
Equity Income Trust
|
T. Rowe Price Associates, Inc. | |
500 Index B Trust
|
MFC Global Investment Management | |
Mid-Value Trust
|
T. Rowe Price Associates, Inc. | |
Overseas Equity Trust
|
Capital Guardian Trust Company | |
Small Cap Value Trust
|
Wellington Management Company LLC | |
Brandes International Equity Fund
|
Brandes Investment Partners, LP | |
Frontier Capital Appreciation
|
Frontier Capital Management Company, LLC | |
Bond Index B Trust
|
Declaration Management & Research LLC |
-43-
Page | ||||
ARTICLE I DEFINITIONS
|
2 | |||
|
||||
ARTICLE II ELIGIBILITY & CONTINUED PARTICIPATION
|
8 | |||
|
||||
2.1 Initial Eligibility
|
8 | |||
|
||||
2.2 Frozen Participation
|
8 | |||
|
||||
2.3 Frozen Participation Deemed Active Participation
|
8 | |||
|
||||
ARTICLE III VESTING
|
9 | |||
|
||||
3.1 Vesting
|
9 | |||
|
||||
3.2 Vesting upon a Change of Control
|
10 | |||
|
||||
3.3 Compensation Committee Discretion
|
10 | |||
|
||||
ARTICLE IV VESTED ACCRUED BENEFIT & RETIREMENT BENEFIT
|
11 | |||
|
||||
4.1 Definitions
|
11 | |||
|
||||
4.2 Minimum Vested Accrued Benefit as of June 28, 2008
|
15 | |||
|
||||
4.3 Vested Accrued Benefit after June 28, 2008
|
15 | |||
|
||||
4.4 Retirement Benefit
|
16 | |||
|
||||
4.5 Benefit Commencement Date
|
16 | |||
|
||||
4.6 Form of Payment
|
16 | |||
|
||||
4.7 Temporary Supplement
|
17 | |||
|
||||
4.8 Administrative Delay
|
17 | |||
|
||||
4.9 Delay of Payments under Section 409A of the Code
|
17 | |||
|
||||
ARTICLE V DISABILITY & FROZEN PARTICIPATION
|
18 | |||
|
||||
5.1 In General
|
18 | |||
|
||||
5.2 Disability on or after June 28, 2008
|
18 | |||
|
||||
5.3 Disability before June 28, 2008
|
19 | |||
|
||||
5.4 Participation Frozen on or after June 28, 2008
|
19 | |||
|
||||
5.5 Frozen Participation Deemed Active Participation
|
19 | |||
|
||||
5.6 Participation Frozen before June 28, 2008
|
19 | |||
|
||||
ARTICLE VI DEATH BENEFIT
|
20 | |||
|
||||
6.1 Definitions
|
20 | |||
|
||||
6.2 Death of Active Participant prior to Age 55
|
20 | |||
|
||||
6.3 Death of Active Participant after Age 55
|
21 | |||
|
||||
6.4 Death after a Change of Control that Occurs while an Active Participant
|
21 | |||
|
||||
6.5 Death of Vested Terminated Participant or Disabled Participant
|
22 | |||
|
||||
6.6 Death of Frozen Participant
|
23 | |||
|
||||
6.7 Death of Retired Participant before or after Commencement of Benefits
|
23 | |||
|
||||
6.8 Administrative Delay
|
24 |
-i-
Page | ||||
6.9 Beneficiary Designation for Ten (10) Year Certain Period
|
24 | |||
|
||||
ARTICLE VII PROVISIONS RELATING TO ALL BENEFITS
|
26 | |||
|
||||
7.1 Effect of this Article
|
26 | |||
|
||||
7.2 Termination of Employment
|
26 | |||
|
||||
7.3 Forfeiture for Cause
|
26 | |||
|
||||
7.4 Forfeiture for Competition
|
27 | |||
|
||||
7.5 Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments
|
28 | |||
|
||||
7.6 Benefits upon Re-Employment
|
29 | |||
|
||||
7.7 Claims Procedure
|
29 | |||
|
||||
ARTICLE VIII ADMINISTRATION
|
31 | |||
|
||||
8.1 Committee Appointment
|
31 | |||
|
||||
8.2 Committee Organization and Voting
|
31 | |||
|
||||
8.3 Powers of the Committee
|
31 | |||
|
||||
8.4 Committee Discretion
|
31 | |||
|
||||
8.5 Reimbursement of Expenses
|
32 | |||
|
||||
8.6 Indemnification
|
32 | |||
|
||||
ARTICLE IX ADOPTION BY SUBSIDIARIES
|
33 | |||
|
||||
9.1 Procedure for and Status after Adoption
|
33 | |||
|
||||
9.2 Termination of Participation by Adopting Subsidiary
|
33 | |||
|
||||
ARTICLE X AMENDMENT AND/OR TERMINATION
|
34 | |||
|
||||
10.1 Amendment or Termination of the Plan
|
34 | |||
|
||||
10.2 No Retroactive Effect on Awarded Benefits
|
34 | |||
|
||||
10.3 Effect of Termination
|
35 | |||
|
||||
ARTICLE XI FUNDING
|
36 | |||
|
||||
11.1 Payments under This Plan are the Obligation of the Company
|
36 | |||
|
||||
11.2 Plan May Be Funded through Life Insurance Owned by the Company or a Rabbi Trust
|
36 | |||
|
||||
11.3 Reversion of Excess Assets
|
36 | |||
|
||||
11.4 Participants Must Rely Only on General Credit of the Company
|
37 | |||
|
||||
11.5 Funding of Benefits for Participants Subject to Canadian Income Tax Laws is Prohibited
|
37 | |||
|
||||
ARTICLE XII MISCELLANEOUS
|
38 | |||
|
||||
12.1 Responsibility for Distributions and Withholding of Taxes
|
38 | |||
|
||||
12.2 Limitation of Rights
|
38 | |||
|
||||
12.3 Distributions to Incompetents or Minors
|
38 | |||
|
||||
12.4 Nonalienation of Benefits
|
38 |
-ii-
Page | ||||
12.5 Reliance upon Information
|
38 | |||
|
||||
12.6 Amendment Applicable to Active Participants Only Unless it Provides Otherwise
|
39 | |||
|
||||
12.7 Severability
|
39 | |||
|
||||
12.8 Notice
|
39 | |||
|
||||
12.9 Gender and Number
|
39 | |||
|
||||
12.10 Governing Law
|
39 | |||
|
||||
12.11 Effective Date
|
39 | |||
|
||||
12.12 Compliance with Section 409A
|
39 |
-iii-
1
2
3
4
5
6
7
8
Participant with at least | ||||
ten (10) years of Vesting | Vested | |||
Service whose age is | Percentage | |||
Less than 60
|
0 | % | ||
60 but less than 61
|
50 | % | ||
61 but less than 62
|
60 | % | ||
62 but less than 63
|
70 | % | ||
63 but less than 64
|
80 | % | ||
64 but less than 65
|
90 | % | ||
65 or more
|
100 | % |
Sum of Participants full | ||||
years of age plus full | Vested | |||
years of SERP Participation | Percentage | |||
Less than 70
|
0 | % | ||
70
|
50 | % | ||
71
|
55 | % | ||
72
|
60 | % | ||
73
|
65 | % | ||
74
|
70 | % | ||
75
|
75 | % | ||
76
|
80 | % | ||
77
|
85 | % | ||
78
|
90 | % | ||
79
|
95 | % | ||
80 or more
|
100 | % |
9
10
Treatment of Bonuses for Purposes of Eligible Earnings | ||||||
Supplemental | ||||||
Plan Year | MIP Bonus (including any MIP Bonus deferred under the EDCP) | Performance | ||||
(PY) | Benefits other than Protected Benefits | Protected Benefits | Bonus | |||
2009 PY and PYs thereafter
|
Included, except for MIP Additional Bonuses, but capped at 150% of base salary rate as of the last day of the Plan Year | Included, except for MIP Additional Bonuses, but capped at 150% of base salary rate as of the last day of the Plan Year | Excluded | |||
|
||||||
2008 PY
|
Included, except for MIP Additional Shares and MIP Additional Bonuses |
Included, except for MIP
Additional Bonuses |
Excluded | |||
|
||||||
2007 PY
|
Included, except for MIP Additional
Shares |
Included in full | Included, except for calculation of Protected Benefit | |||
|
||||||
2006 PY
|
Included, except for MIP Additional Shares and MIP Additional Cash Bonuses | Included in full | Excluded | |||
|
||||||
2005 PY and prior PYs
|
Included in full | Included in full | Excluded |
NOTE: |
The terms MIP Additional Bonus, MIP Additional Shares and MIP Additional Cash Bonus shall have the meanings given to them in
the MIP.
No bonus other than those specified in the above table is included in Eligible Earnings. |
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
SYSCO CORPORATION
|
||||
By: | /s/ Michael C. Nichols | |||
Name: | Michael C. Nichols | |||
Title: |
Sr. Vice President, General
Counsel
and Corporate Secretary |
|||
40
(A) | Stockholders Equity : the average of the amounts outstanding for the Company at the end of each fiscal quarter for which the computation is being made (quarterly average basis). | ||
(B) | Long-Term Debt : the average of the long-term portion of the debt of the Company outstanding at the end of each fiscal quarter for which the computation is being made (quarterly average basis). |
SYSCO CORPORATION | EXECUTIVE | |||||||
|
||||||||
By:
|
||||||||
Title:
|
|
|
||||||
|
PLAN
MANAGEMENT INCENTIVE PLAN
3-YR
AVG
RETURN
ON
PERCENTAGE INCREASE IN EARNINGS PER SHARE
CAPITAL
4-5%
5-6%
6-7%
7-8%
8-9%
9-10%
10-11%
11-12%
12-13%
13-14%
14-15%
15-16%
16-17%
17-18%
18-19%
19-20%
20%+
20
40
60
70
80
90
100
110
120
130
140
150
160
165
170
175
180
30
50
70
80
90
100
110
120
130
140
150
160
170
175
180
185
190
40
60
80
90
100
110
120
130
140
150
160
170
180
185
190
195
200
50
70
90
100
110
120
130
140
150
160
170
180
190
195
200
205
210
60
80
100
110
120
130
140
150
160
170
180
190
200
205
210
215
220
70
90
110
120
130
140
150
160
170
180
190
200
210
215
220
225
230
80
100
120
130
140
150
160
170
180
190
200
210
220
225
230
235
240
90
110
130
140
150
160
170
180
190
200
210
220
230
235
240
245
250
100
120
140
150
160
170
180
190
200
210
220
230
240
245
250
255
260
100
120
140
160
170
180
190
200
210
220
230
240
250
255
260
265
270
100
120
140
160
180
190
200
210
220
230
240
250
260
265
270
275
280
100
120
140
160
180
200
210
220
230
240
250
260
270
275
280
285
290
100
120
140
160
180
200
220
230
240
250
260
270
280
285
290
295
300
100
120
140
160
180
200
220
240
250
260
270
280
290
295
300
305
310
100
120
140
160
180
200
220
240
260
270
280
290
300
305
310
315
320
100
120
140
160
180
200
220
240
260
280
290
300
310
315
320
325
330
SYSCO CORPORATION | EXECUTIVE | |||||||
|
||||||||
By:
|
||||||||
Name:
|
|
|
||||||
|
||||||||
Title:
|
||||||||
|
Richard J. Schnieders
|
$ | 1,116,250 | ||
Chairman of the Board and Chief Executive Officer
|
||||
|
||||
Kenneth F. Spitler
|
$ | 693,500 | ||
President and Chief Operating Officer
|
||||
|
||||
William J. DeLaney III
|
$ | 560,500 | ||
Executive Vice President and Chief Financial Officer
|
||||
|
||||
Larry G. Pulliam
|
$ | 532,000 | ||
Executive Vice President, Global Sourcing and Supply Chain
|
||||
|
||||
Kenneth J. Carrig
|
$ | 508,250 | ||
Executive Vice President and Chief Administrative Officer
|
Page | ||||
ARTICLE I
|
DEFINITIONS | 2 | ||
|
||||
ARTICLE II
|
ELIGIBILITY | 6 | ||
|
||||
ARTICLE III
|
DEFERRAL | 7 | ||
|
||||
3.1
|
Election to Defer | 7 | ||
3.2
|
Failure to Elect | 7 | ||
3.3
|
Revocation or Change of Election | 7 | ||
3.4
|
Timing and Form of Election | 7 | ||
|
||||
ARTICLE IV
|
ACCOUNT | 8 | ||
4.1
|
Establishing a Participants Account | 8 | ||
4.2
|
Credit of the Participants Deferral | 8 | ||
4.3
|
Deemed Investments | 8 | ||
4.4
|
Procedure to Credit/Debit Interest, Earnings, or Losses Upon an Event of Distribution | 9 | ||
|
||||
ARTICLE V
|
VESTING | 11 | ||
|
||||
ARTICLE VI
|
DISTRIBUTIONS | 12 | ||
6.1
|
Form and Time of Distribution | 12 | ||
6.2
|
Death/Beneficiary Designation | 13 | ||
6.3
|
Termination Distributions | 14 | ||
6.4
|
Hardship Withdrawals | 14 | ||
6.5
|
Payments upon Income Inclusion Under Section 409A | 14 | ||
6.6
|
Expenses Incurred in Enforcing the Plan | 15 | ||
6.7
|
Responsibility for Distributions and Withholding of Taxes | 15 | ||
|
||||
ARTICLE VII
|
ADMINISTRATION | 16 | ||
7.1
|
Committee Appointment | 16 | ||
7.2
|
Committee Organization and Voting | 16 | ||
7.3
|
Powers of the Committee | 16 | ||
7.4
|
Committee Discretion | 17 | ||
7.5
|
Reimbursement of Expenses | 17 | ||
7.6
|
Indemnification | 17 | ||
|
||||
ARTICLE VIII
|
AMENDMENT AND/OR TERMINATION | 18 | ||
8.1
|
Amendment or Termination of the Plan | 18 | ||
8.2
|
No Retroactive Effect on Account | 18 | ||
8.3
|
Effect of Termination | 18 |
-i-
Page | ||||
ARTICLE IX
|
FUNDING | 20 | ||
9.1
|
Payments Under This Plan Are the Obligation of SYSCO | 20 | ||
9.2
|
Plan Obligations May Be Funded Through Rabbi Trust | 20 | ||
9.3
|
Reversion of Excess Assets | 20 | ||
9.4
|
Participants Must Rely Only on General Credit of SYSCO | 20 | ||
|
||||
ARTICLE X
|
MISCELLANEOUS | 22 | ||
10.1
|
Limitation of Rights | 22 | ||
10.2
|
Distributions to Incompetents or Minors | 22 | ||
10.3
|
Nonalienation of Benefits | 22 | ||
10.4
|
Reliance Upon Information | 22 | ||
10.5
|
Severability | 23 | ||
10.6
|
Notice | 23 | ||
10.7
|
Gender and Number | 23 | ||
10.8
|
Governing Law | 23 | ||
10.9
|
Effective Date | 23 | ||
10.10
|
Compliance with Section 409A | 23 |
-ii-
-1-
-2-
-3-
-4-
-5-
-6-
-7-
-8-
-9-
-10-
-11-
-12-
-13-
-14-
-15-
-16-
-17-
-18-
-19-
-20-
-21-
-22-
SYSCO CORPORATION | ||||||
|
||||||
|
By:
Name: |
/s/ Michael C. Nichols
|
||||
|
Title: |
Sr. Vice President, General Counsel
and Corporate Secretary |
-23-
-24-
Options | Manager | |
Equity Income Trust
|
T. Rowe Price Associates, Inc. | |
500 Index B Trust
|
MFC Global Investment Management | |
Mid-Value Trust
|
T. Rowe Price Associates, Inc. | |
Overseas Equity Trust
|
Capital Guardian Trust Company | |
Small Cap Value Trust
|
Wellington Management Company LLC | |
Brandes International Equity Fund
|
Brandes Investment Partners | |
Frontier Capital Appreciation
|
Frontier Capital Management Company, LLC | |
Bond Index B Trust
|
Declaration Management & Research LLC |
| For committee meetings held in conjunction with regular Board meetings, committee chairmen who attend in person (or who participate by telephone because of illness or the inability to travel) will receive $1,750 and committee members who attend in person (or who participate by telephone because of illness or the inability to travel) will receive $1,500; | ||
| For special committee meetings (not held in conjunction with regular Board meetings), committee chairmen who attend in person or who participate by telephone will receive $1,750 and committee members who attend in person or who participate by telephone will receive $1,500; and | ||
| For special Board meetings, all non-employee directors who attend in person or who participate by telephone will receive $1,500. |
|
By: | |||||
|
|
|||||
|
Name: | |||||
|
Title: |
JURISDICTION | ||
OF | ||
SUBSIDIARY NAME | INCORPORATION | |
A-One-A Produce & Provisions, Inc.
|
Florida | |
A.M. Briggs, Inc.
|
Delaware | |
American Produce & Vegetable Company
|
Delaware | |
Banner Beef & Seafood Co., Inc.
|
Florida | |
Baugh North Central Cooperative, Inc.
|
Delaware | |
Baugh Northeast Co-op, Inc.
|
Delaware | |
Baugh South Cooperative, Inc.
|
Delaware | |
Baugh Southwest Cooperative, Inc.
|
Delaware | |
Baugh Supply Chain Cooperative, Inc.
|
Delaware | |
Baugh Supply Chain Cooperative, Inc.
|
Newfoundland | |
Baugh Supply Chain Cooperative, Inc.
|
Yukon Territory | |
Baugh Western Cooperative, Inc.
|
Delaware | |
Buckhead Beef Company
|
Delaware | |
Buckhead Fish Company, Inc.
|
Georgia | |
Carnival Fruit Company
|
Florida | |
Contract Administrative Services, Inc.
|
Delaware | |
DiPaolo/Sysco Food Services, Inc.
|
Ohio | |
Economy Foods, Inc.
|
California | |
Enclave Logistics, LLC
|
Delaware | |
Focus Foodservice, LLC
|
Michigan | |
Fowler & Huntting, LLC
|
Delaware | |
Freedman Food Service of Austin, LP
|
Texas | |
Freedman Food Service of Dallas, Inc.
|
Texas | |
Freedman Food Service of Denver, Inc.
|
Delaware | |
Freedman Food Service of San Antonio, LP
|
Texas | |
Freedman Food Service, Inc.
|
Texas | |
Freedman Meats, Inc.
|
Delaware | |
Freedman-KB, Inc.
|
Delaware | |
FreshPoint City Produce, LP
|
Delaware | |
FreshPoint Distribution, Inc.
|
Delaware | |
FreshPoint Holdings, Inc.
|
Delaware | |
FreshPoint of Arizona, Inc.
|
Delaware | |
FreshPoint of Atlanta, Inc.
|
Georgia | |
FreshPoint of California, Inc.
|
Delaware | |
FreshPoint of Denver, Inc.
|
Colorado | |
FreshPoint of Houston, Inc.
|
Delaware | |
FreshPoint of Las Vegas, Inc.
|
Delaware | |
FreshPoint of Palm Beach, Inc.
|
Florida | |
FreshPoint of Southern California, Inc.
|
California | |
FreshPoint of Washington, D.C., Inc.
|
District of Columbia | |
FreshPoint Pompano Real Estate, LLC
|
Delaware | |
FreshPoint Tomato, LLC
|
Delaware | |
FreshPoint Value Added Services, Inc.
|
California |
JURISDICTION
OF
SUBSIDIARY NAME
INCORPORATION
Delaware
Delaware
Delaware
Michigan
Delaware
Delaware
Delaware
Delaware
Texas
Delaware
Delaware
California
Delaware
Florida
Delaware
Tennessee
Florida
Nebraska
Nebraska
Delaware
Delaware
Florida
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Ohio
Delaware
Texas
Delaware
Delaware
Delaware
Delaware
Connecticut
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Pennsylvania
Virginia
Delaware
Delaware
JURISDICTION
OF
SUBSIDIARY NAME
INCORPORATION
Delaware
California
Delaware
Ohio
Delaware
Delaware
Delaware
Delaware
Delaware
Virginia
Delaware
Delaware
Colorado
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Idaho
Delaware
Delaware
Delaware
Mississippi
Delaware
Missouri
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Arizona
Delaware
Delaware
Delaware
Delaware
Maine
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
JURISDICTION | ||
OF | ||
SUBSIDIARY NAME | INCORPORATION | |
Sysco Food Services of San Francisco, Inc.
|
California | |
Sysco Food Services of Seattle, Inc.
|
Delaware | |
Sysco Food Services of South Florida, Inc.
|
Delaware | |
Sysco Food Services of Southeast Florida, LLC
|
Delaware | |
Sysco Food Services of Spokane, Inc.
|
Delaware | |
Sysco Food Services of St. Louis, LLC
|
Delaware | |
Sysco Food Services of Syracuse, LLC
|
Delaware | |
Sysco Food Services of Syracuse, LLC
|
Pennsylvania | |
Sysco Food Services of Ventura, Inc.
|
Delaware | |
Sysco Food Services of Virginia, LLC
|
Delaware | |
Sysco Food Services-Chicago, Inc.
|
Delaware | |
Sysco Foundation, Inc.
|
Texas | |
Sysco Global Resources, LLC
|
Delaware | |
Sysco Global Services, LLC
|
Delaware | |
Sysco Intermountain Food Services, Inc.
|
Delaware | |
Sysco International Food Group, Inc.
|
Florida | |
Sysco Merger Ohio II, Inc.
|
Delaware | |
SYSCO Netherlands Partners, LLC
|
Delaware | |
Sysco Newport Meat Company
|
Delaware | |
Sysco Resources Midwest, Inc.
|
Delaware | |
Sysco Resources Northeast, Inc.
|
Delaware | |
Sysco Resources Southeast, Inc.
|
Delaware | |
Sysco Resources Southwest, Inc.
|
Delaware | |
Sysco Resources West, Inc.
|
Delaware | |
Sysco Resources, Inc.
|
Delaware | |
SYSCO SERCA Food Services of New England, Inc.
|
Delaware | |
Sysco Services LLC
|
Delaware | |
Sysco-Desert Meats Company, Inc.
|
Delaware | |
Sysco-Roberts & Sysco-St. Louis
Joint Acquisition Company, L.L.C.
|
Delaware | |
Sysco/Louisville Food Services Co.
|
Delaware | |
SyscoMed, Inc.
|
Delaware | |
Terrace Food Group, Inc.
|
Delaware | |
Terrace Fresh, Inc.
|
Florida | |
The SYGMA Network Kansas City, LLC
|
Delaware | |
The SYGMA Network, Inc.
|
Delaware | |
Walker Foods, Inc.
|
New York | |
Watson Sysco Food Services, Inc.
|
Delaware |
CANADIAN DIVISIONS | ||
Honeymans Beef Purveyors
|
SYSCO Food Services of Quebec | |
J.J. Derma Meats Ltd.
|
SYSCO Food Services of Regina | |
SYSCO Food Services of Atlantic Canada
|
SYSCO Sturgeon Falls | |
SYSCO Food Services of Calgary
|
SYSCO Thunder Bay | |
SYSCO Food Services of Edmonton
|
SYSCO Food Services of Toronto | |
SYSCO Kingston
|
SYSCO Food Services of Winnipeg | |
SYSCO London
|
Entity Name
DBA Name
FreshPoint South Florida
FreshPoint A One A Produce and Dairy
American FoodService
American Pre-Pack
Choppin Block
FreshPoint Dallas
River Ranch Southwest
Alfmark
Alfmark Transportation
Baugh Supply Chain Cooperative, Canada
BSCC Canada
Cooperative De Chaines DApprovisionnement Baugh, Inc.
Sysco Imports
Buckhead Beef Northeast
Buckhead Beef of Florida
Central Florida Foodservice
FreshPoint South Florida
Texas Contract Administrative Services, Inc.
Facciola Meat Company
FreshPoint Connecticut
FreshPoint Hartford
Texas Meat Purveyors
Texas Meat Purveyors
Bay Area Produce
City Produce
City Produce Corpus Christi
City Produce Harlingen
City Produce Rio Grande Valley
City Produce San Antonio
FreshPoint Austin
FreshPoint Harlingen
FreshPoint San Antonio
FreshPoint Phoenix
FreshPoint of Atlanta
Mitt Parker
JDS&R Produce
Entity Name
DBA Name
G & G Produce Company
The Produce Hunter
FreshPoint Nashville Tomato
Nashville Tomato
FreshPoint Arkansas
FreshPoint Oklahoma City
FreshPoint Tulsa
Thomas Brothers
Thomas Brothers of Delaware
Guest Distribution
FreshPoint San Francisco
Golden State Produce
East Coast Fruit Company
FreshPoint Gainesville
FreshPoint Jacksonville
FreshPoint North Florida
FreshPoint Savannah
FreshPoint Southern Georgia
Movsovitz of Georgia
FreshPoint Overton
FreshPoint Overton
FreshPoint of Charlotte
FreshPoint of Nashville
FreshPoint of Raleigh
FreshPoint Transportation
Overton Transportation
Allied Foodservices
FreshPoint Nanaimo
FreshPoint Vancouver
Pacific Produce Nanaimo
FreshPoint Central California
FreshPoint Northern California
FreshPoint of Central California
Produce America Pompano, Inc.
Entity Name
DBA Name
FreshPoint Central Florida
FreshPoint Southwest Florida
FreshPoint West Coast
FreshPoint West Coast Florida
FreshPoint-Reds Market of Central Florida
Garden Gourmet Specialties
Incredible Fresh
Reds Market
Reds Market Orlando
Reds Market Tampa
Asian Foods
Smelkinson Sysco Food Services
Sysco (Delaware) Corporation
Theimer Food Services
Theimer-Sysco Food Services
Honeymans Beef Purveyors
J.J. Derma Meats
SYSCO Canada
SYSCO Food Services of Atlantic Canada
SYSCO Food Services of Calgary
SYSCO Food Services of Canada
SYSCO Food Services of Edmonton
SYSCO Food Services of Quebec
SYSCO Food Services of Regina
SYSCO Food Services of the Northwest Territories
SYSCO Food Services of Toronto
SYSCO Food Services of Winnipeg
SYSCO Kingston
SYSCO Kingston Redistribution Centre
SYSCO London
SYSCO Services Alimentaires du Quebec
SYSCO Sturgeon Falls
SYSCO Thunder Bay
SYSCO Ventra
Abbott Sysco Food Services
Sysco Food Services of Central Ohio
Nobel Sysco Foods
Sysco Food Services of New Mexico
Europa Meat
Sysco Foods
Sysco Food Services of Alaska
Sysco Food Services of Spokane
SYSCO Corporation Form S-3
|
File No. 333-126199 | |
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SYSCO Corporation Form S-3
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File No. 333-149086 | |
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SYSCO Corporation Form S-4
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File No. 333-50842 | |
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SYSCO Corporation Form S-8
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File No. 333-147338 | |
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SYSCO Corporation Form S-8
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File No. 33-45820 | |
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SYSCO Corporation Form S-8
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File No. 333-01259 | |
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SYSCO Corporation Form S-8
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File No. 333-01255 | |
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SYSCO Corporation Form S-8
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File No. 333-27405 | |
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SYSCO Corporation Form S-8
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File No. 333-66987 | |
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SYSCO Corporation Form S-8
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File No. 333-49840 | |
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SYSCO Corporation Form S-8
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File No. 333-58276 | |
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SYSCO Corporation Form S-8
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File No. 333-122947 | |
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SYSCO Corporation Form S-8
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File No. 333-129671 |
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/s/ Ernst & Young LLP |
1. | I have reviewed this annual report on Form 10-K of Sysco Corporation; | |
2. | Based on my knowledge, this 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 report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this 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 report; | |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
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/s/ RICHARD J. SCHNIEDERS
Chairman of the Board and Chief Executive Officer |
1. | I have reviewed this annual report on Form 10-K of Sysco Corporation; |
2. | Based on my knowledge, this 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 report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this 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 report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
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/s/ WILLIAM J. DELANEY
Executive Vice President and Chief Financial Officer |
1. | The companys Annual Report on Form 10-K for the fiscal year ended June 28, 2008 (Annual Report) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and |
2. | All of the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the company. |
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/s/ RICHARD J. SCHNIEDERS
Chairman of the Board and Chief Executive Officer |
1. | The companys Annual Report on Form 10-K for the fiscal year ended June 28, 2008 (Annual Report) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and |
2. | All of the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the company. |
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/s/ WILLIAM J. DELANEY
Executive Vice President and Chief Financial Officer |