Sysco 2009 Annual Report Download

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Doing More
+
The 2009 Annual Report

Table of contents

  • Page 1
    Doing More + The 2009 Annual Report

  • Page 2
    ... Change 2009-08 2008-07 Sales Operating Income Earnings before income taxes Net earnings Diluted earnings per share Dividends declared per share Shareholders' equity per share Capital expenditures Return on invested capital Diluted average shares outstanding Number of shares repurchased Number...

  • Page 3
    ... to vice chairman in addition to his role as president and chief operating officer. Bill and Ken together have nearly fifty years of leadership positions with Sysco and are committed to the long-term success of our company. Together, we will continue to work to increase Sysco's value to customers...

  • Page 4
    ... every local Sysco Broadline operating company, totaling approximately 50,000 business reviews last year. Building on Success Our national supply chain initiative that began in 2002 put us ahead of the industry curve in reducing transportation costs while providing more efficient service to our...

  • Page 5
    ... Executive Officer October 8, 2009 Ken Spitler Vice Chairman, President and Chief Operating Officer October 8, 2009 $1.1 billion Net earnings of $1.1 billion $1.6 billion Net cash provided by operating activities of $1.6 billion $1 billion Returned nearly $1 billion to shareholders in the form...

  • Page 6
    ... Produce Meat Hotel Supply â-† 20 â-² 1 â-² 1 â-² 2 SYGMA Asian IFG RDC Limerick, Ireland Sysco opened its first international Broadline facility by purchasing Pallas Foods, Ireland's leading foodservice distributor. Houston, TX The location of our corporate headquarters and where our company...

  • Page 7
    ...food products to certain chain restaurant customer locations. Centralized functions allow SYGMA to work closely with the corporate purchasing systems of national chains such as Wendy's/Arby's Group, Inc., our largest SYGMA customer. Specialty Companies We also meet the needs of customers who require...

  • Page 8
    ... abreast of market changes that can impact their profitability. Especially during stormy economic times, our counsel helps strengthen the bond between us and our customers. This goes beyond our basic commitment to get customers the products they want, when they want them, at the right price and as...

  • Page 9
    ... and restaurants they work with every day. At Catering by Design in Denver, chef-owner Cade Nagy (left) thrives on being at the cutting edge of innovative ideas, products and flavors. The Sysco Denver team, including marketing associate Spencer Lomax, has been at his side throughout the development...

  • Page 10
    ... by working closely with our largest suppliers, we are finding new ways to build efficiencies throughout the supply chain. Farm to Fork The quality and efficiency of Sysco's supply chain bring fresh-picked ï¬,avor to restaurant tables across the country. Harvest Sysco produce is handled with care...

  • Page 11
    ... Sysco's XY routing software ensures timely customer delivery with the fewest miles driven. Delivery Product is placed in each trailer in route sequence order for efficient unloading. Destination The final goal achieved - fresh, quality product for our customers and their diners. 2009 Annual...

  • Page 12
    ...R AT I O N "I'm more than a quality control specialist. I represent a standard." Quality. Safety. Wholesomeness. Those are the standards by which our products are judged. But these days we are doing more to make sure that everything that bears the Sysco brand, from fresh green beans to canned apple...

  • Page 13
    ...'s business comes from non-restaurant customers - schools, hospitals, hotels and similar foodservice institutions ranging from single stand-alone sites to national chains. We are doing more to meet the speci fic market needs of these businesses. For a hospital or nursing home, that means addressing...

  • Page 14
    ... Vice President, Distribution Services Richard J. Dachman Vice President, Produce Twila M. Day Vice President and Chief Information Officer William B. Day Senior Vice President, Merchandising and Supply Chain William J. DeLaney Chief Executive Officer D. Michael Downs Vice President, Real Estate...

  • Page 15
    Financials 2009 Annual Report 13

  • Page 16
    ...plus long-term debt) Financial Position Current ratio Working capital Other assets Plant and equipment (net) Total assets Long-term debt Shareholders' equity Dividends declared Capital expenditures Number of employees Shareholder Data Closing price of common share at year end(1) Price/earnings ratio...

  • Page 17
    2003 2002 2001 2000 1999 1-Year Growth Rate 2009 5-Year Compound Growth Rates 2005-2009 10-Year 20-Year Compound Compound Growth Growth Rates Rates 2000-2009 1990-2009 $ 26,140,337 20,979,556 5,160,781 3,836,507 1,324,... 30-19 15,493 $ 22-13 15,207 $ 16-10 15,485 2009 Annual Report 15

  • Page 18
    This Page Intentionally Left Blank

  • Page 19
    ..., 2008 (based on the closing sales price on the New York Stock Exchange Composite Tape on December 26, 2008, as reported by The Wall Street Journal (Southwest Edition)). As of August 12, 2009, the registrant had issued and outstanding an aggregate of 591,015,830 shares of its common stock. DOCUMENTS...

  • Page 20
    ...Operations ...Quantitative and Qualitative Disclosures about Market Risk ...Financial Statements and Supplementary Data ...Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...Controls and Procedures ...Other Information ...PART III Directors and Executive Officers...

  • Page 21
    ...their customers. SYGMA operating companies distribute a full line of food products and a wide variety of nonfood products to chain restaurant customer locations. "Other" financial information is attributable to our other segments, including our specialty produce, custom-cut meat and lodging industry...

  • Page 22
    ... brand and private label processors and packers. Generally, purchasing is carried out through centrally developed purchasing programs and direct purchasing programs established by our various operating companies. Sysco's Baugh Supply Chain Cooperative, Inc. (BSCC) administers a consolidated product...

  • Page 23
    ...on shelf-life, supplier order fulfillment lead times and customer demand. We also make purchases of additional volumes of certain products based on supply or pricing opportunities. We take advantage of suppliers' cash discounts where appropriate and otherwise generally receive payment terms from our...

  • Page 24
    ... Act, the Meat Inspection Act, the Fish Inspection Act and the Consumer Packaging and Labeling Act (as it relates to food). These laws regulate the processing, storing, grading, packaging, marking, transporting and inspection of certain Sysco product lines as well as the packaging, labeling, sale...

  • Page 25
    ... the public's confidence in our products. If patrons of our restaurant customers become ill from food-borne illnesses, our customers could be forced to temporarily close restaurant locations and our sales and profitability would be correspondingly decreased. In addition, instances of food-borne...

  • Page 26
    ... of operations. We may be Required to Pay Material Amounts Under Multi-Employer Defined Benefit Pension Plans We contribute to several multi-employer defined benefit pension plans based on obligations arising under collective bargaining agreements covering union-represented employees. Approximately...

  • Page 27
    ... or on future sales and cash flows from our international operations. Our Preferred Stock Provides Anti-Takeover Benefits that may not be Viewed as Beneficial to Stockholders Under our Restated Certificate of Incorporation, Sysco's Board of Directors is authorized to issue up to 1,500,000 shares of...

  • Page 28
    ...,000 square foot headquarters office complex in Houston, Texas. Facilities in Vancouver, British Columbia; Victoria, British Columbia; Chicago, Illinois; Houston, Texas; and Suffolk, Virginia (which in the aggregate accounted for approximately 5.4% of fiscal 2009 sales) are operating near capacity...

  • Page 29
    ... purchased as part of our publicly announced program during the fourth quarter of fiscal 2009. On September 22, 2008, we announced that the Board of Directors approved the repurchase of 20,000,000 shares. Pursuant to the repurchase program, shares may be acquired in the open market or in privately...

  • Page 30
    ... last trading day of each of our last five fiscal years. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN ASSUMES INITIAL INVESTMENT OF $100 JUNE 2009 $160 $140 $120 $100 $80 $60 $40 $20 $0 7/3/04 7/2/05 7/1/06 S&P 500 Index 7/3/04 6/30/07 6/28/08 6/27/09 Sysco Corporation S&P 500 Food & Staple...

  • Page 31
    ...discussion. (1) We adopted the fair value recognition provisions in current stock compensation accounting standards effective at the beginning of fiscal 2006. As a result, the results of operations for fiscal 2005 do not include incremental share-based compensation cost, as that year was covered by...

  • Page 32
    ... throughout the United States, Canada and Ireland and include broadline companies, specialty produce companies, custom-cut meat operations, hotel supply operations, SYGMA (our chain restaurant distribution subsidiary) and a company that distributes to international customers. We consider our primary...

  • Page 33
    ... delivery activities across the corporation and manage energy consumption to achieve a more efficient delivery of products to our customers. Enhanced Technology Platform: During fiscal 2009, we commenced the design of an enterprise-wide project to implement an integrated software system to support...

  • Page 34
    ...carrying value of corporate-owned life insurance policies to their cash surrender values and increased provisions related to multi-employer pension plans. The negative impact of these expense increases was partially offset by lower share-based compensation expense and lower company-sponsored pension...

  • Page 35
    ... the use of fuel surcharges and overall expense management. However, consistent with the lower current market price for diesel, we expect fuel surcharge revenue to be significantly lower in fiscal 2010 as compared to fiscal 2009, declining by as much as $60,000,000. Share-based compensation cost in...

  • Page 36
    ...Supplementary Data within Part II Item 8 of this Form 10-K. Intersegment sales generally represent specialty produce and meat company products distributed by the Broadline and SYGMA operating companies. The segment results include certain centrally incurred costs for shared services that are charged...

  • Page 37
    ... adjust corporate-owned life insurance policies to their cash surrender values; • Share-based compensation expense related to stock option grants, restricted stock, issuances of stock pursuant to the Employees' Stock Purchase Plan and stock grants to non-employee directors; and • Corporate-level...

  • Page 38
    ... related to multi-employer pension plans of $9,585,000 in fiscal 2009, $22,284,000 in fiscal 2008 and $4,700,000 in fiscal 2007. SYGMA Segment SYGMA operating companies distribute a full line of food products and a wide variety of non-food products to certain chain restaurant customer locations...

  • Page 39
    ..." financial information is attributable to our other operating segments, including our specialty produce, custom-cut meat and lodging industry products and a company that distributes to international customers. These operating segments are discussed on an aggregate basis as they do not represent...

  • Page 40
    ... fiscal 2009, we acquired for cash broadline foodservice operations in Ireland, Los Angeles, California and Boston, Massachusetts, as well as a produce distributor in Toronto, Ontario. Financing Activities Equity We traditionally have engaged in Board-approved share repurchase programs. The number...

  • Page 41
    ... our long-term debt to total capital ratio below a specified level. We were in compliance with all debt covenants as of June 27, 2009. Other As part of normal business activities, we issue letters of credit through major banking institutions as required by certain vendor and insurance agreements. As...

  • Page 42
    ... Sysco's company-sponsored Retirement Plan and assumed $26,704,000 in liabilities. The payment to the plan was made in the early part of the second quarter of fiscal 2009. If this plan were to undergo a mass withdrawal, as defined by the Pension Benefit Guaranty Corporation, prior to September 2010...

  • Page 43
    ... of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses in the accompanying financial statements. Significant accounting policies employed by Sysco...

  • Page 44
    ... of our accounts receivable. If the financial condition of our customers were to deteriorate, as was the case in fiscal 2009, additional allowances may be required. Self-Insurance Program We maintain a self-insurance program covering portions of workers' compensation, general liability and...

  • Page 45
    ... rate of return for fiscal 2010 would decrease (increase) Sysco's net company-sponsored pension costs for fiscal 2010 by approximately $13,100,000. Pension accounting standards require the recognition of the funded status of our defined benefit plans in the statement of financial position, with...

  • Page 46
    ... (specialty produce, custom-cut meat, lodging industry products and international distribution operations) operating segments have a greater proportion of goodwill recorded to estimated fair value as compared to the Broadline or SYGMA reporting units. This is primarily due to these businesses having...

  • Page 47
    ...-based awards is recognized over the requisite service period. The requisite service period is generally the period during which an employee is required to provide service in exchange for the award. The compensation cost related to stock issuances resulting from awards under the Management Incentive...

  • Page 48
    ... of our applicable reporting units exceed their carrying values. We will apply the provisions of SFAS 157 in fiscal 2010 to this fair value estimation. FSP EITF 03-06-1 In June 2008, the FASB issued FASB Staff Position No. EITF 03-06-1, "Determining Whether Instruments Granted in Share-Based Payment...

  • Page 49
    ...of 1995. They include statements about Sysco's ability to increase its sales and market share and grow earnings, the continuing impact of economic conditions on consumer confidence and our business, sales and expense trends, anticipated multi-employer pension related liabilities and contributions to...

  • Page 50
    ... the price we pay for product purchases and we may not be able to pass these costs fully to our customers. Third, increased fuel costs impact the costs we incur to deliver product to our customers. During fiscal 2009, 2008 and 2007, fuel costs related to outbound deliveries represented approximately...

  • Page 51
    ...Risk Sysco invests in corporate-owned life insurance policies in order to fund certain retirement programs which are subject to market risk. The value of our investments in corporate-owned life insurance policies is largely based on the values of underlying investments, which include publicly traded...

  • Page 52
    ... SYSCO CORPORATION AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Consolidated Financial Statements: Report of Management on Internal Control Over Financial Reporting ...Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting. Report...

  • Page 53
    ..., even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Sysco's management assessed the effectiveness of Sysco's internal control over financial reporting as of June 27, 2009. In making this assessment...

  • Page 54
    ... PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING To the Board of Directors and Shareholders Sysco Corporation We have audited Sysco Corporation (a Delaware Corporation) and its subsidiaries' (the "Company") internal control over financial reporting as of June 27, 2009, based...

  • Page 55
    ... with the standards of the Public Company Accounting Oversight Board (United States), Sysco Corporation and its subsidiaries' internal control over financial reporting as of June 27, 2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring...

  • Page 56
    ... Shareholders' equity Preferred stock, par value $1 per share Authorized 1,500,000 shares, issued none ...Common stock, par value $1 per share Authorized 2,000,000,000 shares, issued 765,174,900 shares ...Paid-in capital ...Retained earnings ...Accumulated other comprehensive loss ...Treasury stock...

  • Page 57
    ...CONSOLIDATED RESULTS OF OPERATIONS Year Ended June 27, 2009 June 28, 2008 June 30, 2007 (In thousands except for share data) Sales ...Cost of sales...Gross margin ...Operating expenses ...Operating income ...Interest expense ...Other income, net ...Earnings before income taxes . Income taxes ...Net...

  • Page 58
    ... postretirement benefit plans amounts to net earnings, net of tax . . Pension liability assumption, net of tax ...Pension funded status adjustment, net of tax ...Comprehensive income ...Dividends declared ...Treasury stock purchases...Share-based compensation awards ...Balance as of June 27, 2009...

  • Page 59
    ...Decrease) increase in other long-term liabilities and prepaid pension cost, net . Excess tax benefits from share-based compensation arrangements ...Net cash provided by operating activities ...Cash flows from investing activities: Additions to plant and equipment ...Proceeds from sales of plant and...

  • Page 60
    ... POLICIES Business and Consolidation Sysco Corporation, acting through its subsidiaries and divisions, (Sysco or the company), is engaged in the marketing and distribution of a wide range of food and related products primarily to the foodservice or "food-away-from-home" industry. These services...

  • Page 61
    ...'s business. These agreements meet the definition of a derivative. However, the company elected to use the normal purchase and sale exemption available under derivatives accounting literature; therefore, these agreements are not recorded at fair value. Investments in Corporate-Owned Life Insurance...

  • Page 62
    ... using the Black-Scholes option pricing model. Option pricing methods require the input of highly subjective assumptions, including the expected stock price volatility. The fair value of restricted stock awards is based on the company's stock price on the date of grant. Measured compensation cost...

  • Page 63
    ...of the applicable reporting units exceed their carrying values. The company will apply the provisions of SFAS 157 in fiscal 2010 to this fair value estimation. FSP EITF 03-06-1 In June 2008, the FASB issued FASB Staff Position No. EITF 03-06-1, "Determining Whether Instruments Granted in Share-Based...

  • Page 64
    ... for interim reporting periods of publicly traded companies. Prior disclosure requirements only applied to annual financial statements. This standard is effective for interim reporting periods ending after June 15, 2009, which is the first quarter of fiscal 2010 for Sysco. The company will provide...

  • Page 65
    ...or by issuing letters of credit. All amounts in restricted cash at June 27, 2009 and June 28, 2008 represented funds deposited in insurance trusts. 9. DERIVATIVE FINANCIAL INSTRUMENTS Sysco manages its debt portfolio by targeting an overall desired position of fixed and floating rates and may employ...

  • Page 66
    ... 27, 2009. Commercial Paper Sysco has a Board-approved commercial paper program allowing the company to issue short-term unsecured notes in an aggregate amount not to exceed $1,300,000,000. Sysco and one of its subsidiaries, Sysco International, Co., have a revolving credit facility supporting the...

  • Page 67
    ... protect note holders, including provisions to maintain the company's long-term debt to total capital ratio below a specified level. Sysco was in compliance with all debt covenants as of June 27, 2009. Other As of June 27, 2009 and June 28, 2008 letters of credit outstanding were $74,679,000 and $35...

  • Page 68
    ... Sysco's participation in multi-employer pension plans in Note 19, Commitments and Contingencies. In addition to receiving benefits upon retirement under the company's defined benefit plan, participants in the Management Incentive Plan (see "Management Incentive Compensation" in Note 16, Share-Based...

  • Page 69
    ... discount rates used to calculate the Retirement Plan's projected benefit obligation and amendments to our SERP. Net company-sponsored pension costs in fiscal 2010 are expected to increase by approximately $37,000,000 over fiscal 2009 due primarily to lower returns on assets of the Retirement Plan...

  • Page 70
    ...to meet ERISA minimum funding requirements. Sysco will be required to pay quarterly contributions for the calendar 2010 plan year, the first installment of which must be made in fiscal 2010. The company anticipates it will make $140,000,000 of contributions to the Retirement Plan in fiscal 2010. The...

  • Page 71
    ... the change in benefit obligation and change in plan assets sections of funded status table above. The expected long-term rate of return to be used in the calculation of fiscal 2010 net company-sponsored benefit costs for the Retirement Plan is 8.00%. Investment Policy and Assets Sysco's investment...

  • Page 72
    ... presented follows: 2009 2008 2007 Numerator: Net earnings ...Denominator: Weighted-average basic shares outstanding ...Dilutive effect of employee and director stock options ...Weighted-average diluted shares outstanding ...Basic earnings per share: ...Diluted earnings per share: ... $ 1,055,948...

  • Page 73
    ... Sysco provides compensation benefits to employees and non-employee directors under several share-based payment arrangements including various employee stock option plans, the Employees' Stock Purchase Plan, the Management Incentive Plan and various non-employee director plans. Stock Incentive Plans...

  • Page 74
    ...,000, respectively. Restricted Stock In fiscal 2009, 75,822 shares of restricted stock were granted to an executive officer from the 2007 Stock Incentive Plan. The fair value of these shares was $23.74 per share, which was based on the stock price on the grant date. These shares will vest one-third...

  • Page 75
    ... the stock price at date of issuance and the employee purchase price. Management Incentive Compensation Sysco's Management Incentive Plan compensates key management personnel for specific performance achievements. With respect to bonuses for fiscal 2008 and earlier years, the bonuses earned and...

  • Page 76
    ...2008, deferred supply chain distributions were classified as current or deferred tax liabilities based on when the related income tax payments were payable. Deferred Tax Assets and Liabilities Significant components of Sysco's deferred tax assets and liabilities are as follows: June 27, 2009 June 28...

  • Page 77
    ... income taxes, net of any applicable federal income tax benefit ...Impact of provisions for uncertain tax benefits ...Impact of adjusting carrying value of corporate-owned life insurance policies to their cash surrender values ...Impact of share-based compensation ...Other ... ... 35.00% 1.63 1.75...

  • Page 78
    ... upon the consolidated financial position or results of operations of the company when ultimately concluded. Product Liability Claim In October 2007, an arbitration judgment against the company was issued related to a product liability claim from one of Sysco's former customers, which formalized...

  • Page 79
    ... of the minimum funding requirements and related excise tax for these periods. During the first quarter of fiscal 2009, Sysco effectively withdrew from this multi-employer pension plan in an effort to secure benefits for Sysco's employees that were participants in the plan and to manage the company...

  • Page 80
    ...-food products to certain chain restaurant customer locations. "Other" financial information is attributable to the company's other operating segments, including the company's specialty produce, custom-cut meat and lodging industry segments and a company that distributes to international customers...

  • Page 81
    ... ...Canada ...Other ...Total ...(1) (2) $ Represents sales to external customers from businesses operating in these countries. Long-lived assets represents net property, plant and equipment reported in the country in which they are held. 21. SUPPLEMENTAL GUARANTOR INFORMATION Sysco International...

  • Page 82
    The following condensed consolidating financial statements present separately the financial position, results of operations and cash flows of the parent guarantor (Sysco), the subsidiary issuer (Sysco International) and all other non-guarantor subsidiaries of Sysco (Other Non-Guarantor Subsidiaries)...

  • Page 83
    ... Year Ended June 27, 2009 Sysco Other Non-Guarantor International Subsidiaries Eliminations (In thousands) Consolidated Totals Sales ...Cost of sales ...Gross margin ...Operating expenses ...Operating income ...Interest expense (income) ...Other income, net ...Earnings (losses) before income taxes...

  • Page 84
    ... 2010. Amounts to be paid in fiscal 2011 and 2012 will be paid with Sysco's quarterly tax payments. The company believes it has access to sufficient cash on hand, cash flow from operations and current access to capital to make payments on all of the amounts noted above. As of June 27, 2009, Sysco...

  • Page 85
    ...Basic net earnings ...Diluted net earnings ...Dividends declared ...Market price - high/low . Percentage increases- 2009 vs. 2008: Sales ...Operating income ...Net earnings ...Basic net earnings per share ...Diluted net earnings per share ... Financial results are impacted by accounting changes and...

  • Page 86
    ... materially affect, our internal control over financial reporting. Item 9B. Other Information None. PART III Item 10. Directors and Executive Officers of the Registrant The information required by this item will be included in our proxy statement for the 2009 Annual Meeting of Stockholders under...

  • Page 87
    ... (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...

  • Page 88
    ... 2007 Stock Incentive Plan dated January 17, 2009, incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 28, 2009 filed on May 5, 2009 (File No. 1-6544). Form of Stock Option Grant Agreement issued to executive officers under the 2007 Stock Incentive Plan, incorporated...

  • Page 89
    ... Year 2010 Bonus Award for the Chief Executive Officer and Chief Financial Officer, President and Chief Operating Officer, and Executive Vice Presidents under the First Amended and Restated 2005 Management Incentive Plan. Form of Fiscal Year 2009 Supplemental Bonus Agreement for the Chief Executive...

  • Page 90
    ..., thereunto duly authorized, on this 25th day of August, 2009. SYSCO CORPORATION By /s/ WILLIAM J. DELANEY William J. DeLaney Chief Executive Officer and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the...

  • Page 91
    ... listed above, or by calling 1.800.337.9726. This information, which is included in this Annual Report, also may be found on our website at www.sysco.com in the investor relations section. Design: SAVAGE, Branding + Corporate Design, Houston, Texas Printed on 100% post-consumer recycled paper

  • Page 92
    1390 Enclave Parkway Houston, Texas 77077-2099 281.584.1390 www.sysco.com