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<SEC-DOCUMENT>0000950129-04-007097.txt : 20040916
<SEC-HEADER>0000950129-04-007097.hdr.sgml : 20040916
<ACCEPTANCE-DATETIME>20040916100930
ACCESSION NUMBER: 0000950129-04-007097
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 22
CONFORMED PERIOD OF REPORT: 20040703
FILED AS OF DATE: 20040916
DATE AS OF CHANGE: 20040916

FILER:

COMPANY DATA:
COMPANY CONFORMED NAME: SYSCO CORP
CENTRAL INDEX KEY: 0000096021
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140]
IRS NUMBER: 741648137
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630

FILING VALUES:
FORM TYPE: 10-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06544
FILM NUMBER: 041032910

BUSINESS ADDRESS:
STREET 1: 1390 ENCLAVE PKWY
CITY: HOUSTON
STATE: TX
ZIP: 77077
BUSINESS PHONE: 2815841390

MAIL ADDRESS:
STREET 1: 1390 ENCLAVE PKWY
CITY: HOUSTON
STATE: TX
ZIP: 77077
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>h18314e10vk.txt
<DESCRIPTION>SYSCO CORPORATION - JULY 3, 2004
<TEXT>
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

FORM 10-K

<Table>
<C> <S>
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JULY 3, 2004

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

COMMISSION FILE NUMBER 1-6544
SYSCO CORPORATION
(Exact name of registrant as specified in its charter)

<Table>
<S> <C>
DELAWARE 74-1648137
(State or other jurisdiction of (IRS employer
incorporation or organization) identification number)
1390 ENCLAVE PARKWAY 77077-2099
HOUSTON, TEXAS (Zip Code)
(Address of principal executive offices)
</Table>

Registrant's Telephone Number, Including Area Code: (281) 584-1390

Securities Registered Pursuant to Section 12(b) of the Act:

<Table>
<Caption>
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ------------------------
<S> <C>
Common Stock, $1.00 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
</Table>

Securities Registered Pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

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

The aggregate market value of the voting stock of the registrant held by
stockholders who were not affiliates (as defined by regulations of the
Securities and Exchange Commission) of the registrant was approximately
$23,542,540,000 at December 26, 2003 (based on the closing sales price on the
New York Stock Exchange Composite Tape on December 26, 2003, as reported by The
Wall Street Journal (Southwest Edition)). At August 28, 2004, the registrant had
issued and outstanding an aggregate of 639,345,528 shares of its common stock.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the company's 2004 Proxy Statement to be filed with the
Securities and Exchange Commission no later than 120 days after the end of the
fiscal year covered by this Form 10-K are incorporated by reference into Part
III.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

TABLE OF CONTENTS

<Table>
<Caption>
PAGE NO.
--------
<S> <C> <C>
PART I
Item 1. Business.................................................... 1
Item 2. Properties.................................................. 6
Item 3. Legal Proceedings........................................... 7
Item 4. Submission of Matters to a Vote of Security Holders......... 8

PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities........... 8
Item 6. Selected Financial Data..................................... 10
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 11
Item 7A. Quantitative and Qualitative Disclosures about Market
Risk........................................................ 27
Item 8. Financial Statements and Supplementary Data................. 30
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 65
Item 9A. Controls and Procedures..................................... 65
Item 9B. Other Information........................................... 65

PART III
Item 10. Directors and Executive Officers of the Registrant.......... 65
Item 11. Executive Compensation...................................... 65
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.................. 65
Item 13. Certain Relationships and Related Transactions.............. 65
Item 14. Principal Accountant Fees and Services...................... 65

PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form
8-K......................................................... 66
Signatures............................................................ 71
</Table>
<PAGE>

PART I

ITEM 1. BUSINESS

OVERVIEW

Sysco Corporation, acting through its subsidiaries and divisions
(collectively referred to as "SYSCO" or the "company"), is the largest North
American distributor of food and related products primarily to the foodservice
or "food-prepared-away-from-home" industry. Founded in 1969, SYSCO provides its
products and services to approximately 400,000 customers, including restaurants,
healthcare and educational facilities, lodging establishments and other
foodservice customers.

SYSCO, which was formed when the stockholders of nine companies exchanged
their stock for SYSCO common stock, commenced operations in March 1970. Since
its formation, the company has grown from $115 million to over $29 billion in
annual sales, both through internal expansion of existing operations and through
acquisitions. Through the end of fiscal 2004, SYSCO had acquired 121 companies
or divisions of companies.

In May 2004, SYSCO acquired International Food Group, Inc., a distributor
of foodservice products to quick-service restaurants in various international
markets. In April 2004, SYSCO acquired Overton Distributors, Inc., a full-line
fresh fruit and vegetable foodservice distributor, headquartered in Nashville,
Tennessee with operations in Tennessee and North Carolina. In September 2003,
SYSCO acquired certain assets of Luzo Foodservice Corporation, located in
Bedford, Massachusetts. In September 2003, SYSCO acquired certain assets of the
Stockton, California foodservice operations from Smart & Final, Inc.

In May 2003, SYSCO acquired the paper and chemical products distributor
Reed Distributors, Inc. located in Lewiston, Maine. In April 2003, SYSCO
acquired the specialty meat-cutting division of the Colorado Boxed Beef Company
and its affiliated broadline foodservice operation, J&B Foodservice located in
Auburndale, Florida. In December 2002, SYSCO acquired certain assets of the
Denver operations of Marriott Distribution Services, Inc., a wholly owned
subsidiary of Marriott International, Inc. In November 2002, SYSCO acquired
Asian Foods, Inc., a specialty distributor of products and services to the Asian
cuisine foodservice market located in St. Paul, Minnesota and Kansas City,
Missouri. In October 2002, SYSCO acquired the net assets of Pronamic the
quick-service distribution division of priszm brandz. In October 2002, SYSCO
acquired Abbott Foods, Inc., an independently owned broadline foodservice
distributor located in Columbus, Ohio.

In March 2002, SYSCO acquired substantially all of the assets and certain
liabilities of the SERCA Foodservice operations of Sobeys, Inc. headquartered in
Toronto, Ontario with operations across Canada. In September 2001, SYSCO
acquired Franklin Supply Company, a supplier of housekeeping and other operating
supplies to the lodging industry headquartered in Louisburg, North Carolina. In
July 2001, the company acquired Fulton Provision Co., a specialty meat company
based in Portland, Oregon.

SYSCO is organized under the laws of Delaware. The address and telephone
number of the company's executive offices are 1390 Enclave Parkway, Houston,
Texas 77077-2099, (281) 584-1390. This annual report on Form 10-K, as well as
all other reports filed or furnished by SYSCO pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, are available free of charge on SYSCO's
website at www.sysco.com as soon as reasonably practicable after they are
electronically filed with or furnished to the Securities and Exchange
Commission.

OPERATING SEGMENTS

SYSCO provides food and related products to the foodservice or
"food-prepared-away-from-home" industry. Under the provisions of Statement of
Financial Accounting Standards (SFAS) No. 131, "Disclosures about Segments of an
Enterprise and Related Information," the company has aggregated its operating
companies into a number of segments, of which only Broadline and SYGMA are
reportable segments as defined in SFAS No. 131. Broadline operating companies
distribute a full line of food products and a wide variety of non-food products
to both our traditional and chain restaurant customers. SYGMA operating

1
<PAGE>

companies distribute a full line of food products and a wide variety of non-food
products to chain restaurant customer locations. "Other" financial information
is attributable to the company's other segments, including the company's
specialty produce, custom-cut meat, Asian cuisine foodservice and lodging
industry products segments. The company's specialty produce companies distribute
fresh produce and, on a limited basis, other foodservice products. Specialty
meat companies distribute custom-cut fresh steaks, other meat, seafood and
poultry products. Our specialty Asian cuisine foodservice companies distribute a
full line of food products and a wide variety of non-food products to
restaurants serving Asian cuisine. Our lodging industry products company
distributes personal care guest amenities, equipment, housekeeping supplies,
room accessories and textiles to the lodging industry. The company's Canadian
operations are not significant for geographical disclosure purposes.

CUSTOMERS AND PRODUCTS

The foodservice industry consists of two major customer
types -- "traditional" and "chain restaurant." Traditional foodservice customers
include restaurants, hospitals, schools, hotels and industrial caterers. SYSCO's
chain restaurant customers include regional and national hamburger, sandwich,
pizza, chicken, steak and other chain operations.

Services to the company's traditional foodservice and chain restaurant
customers are supported by similar physical facilities, vehicles, materials
handling equipment and techniques, and administrative and operating staffs.

Products distributed by the company include a full line of frozen foods,
such as meats, fully prepared entrees, fruits, vegetables and desserts, and a
full line of canned and dry foods, fresh meats, imported specialties and fresh
produce. The company also supplies a wide variety of non-food items, including
paper products such as disposable napkins, plates and cups; tableware such as
china and silverware; restaurant and kitchen equipment and supplies; and
cleaning supplies. SYSCO's operating companies distribute both
nationally-branded merchandise and products packaged under SYSCO's private
brands.

The company believes that prompt and accurate delivery of orders, close
contact with customers and the ability to provide a full array of products and
services to assist customers in their foodservice operations are of primary
importance in the marketing and distribution of products to traditional
customers. SYSCO's operating companies offer daily delivery to certain customer
locations and have the capability of delivering special orders on short notice.
Through the more than 13,500 sales and marketing representatives and support
staff of SYSCO and its operating companies, SYSCO stays informed of the needs of
its customers and acquaints them with new products and services. SYSCO's
operating companies also provide ancillary services relating to foodservice
distribution such as providing customers with product usage reports and other
data, menu-planning advice, food safety training and assistance in inventory
control, as well as access to various third party services designed to add value
to our customers' businesses.

No single customer accounted for as much as 10% of SYSCO's total sales for
its fiscal year ended July 3, 2004. Approximately 3% of traditional foodservice
sales during fiscal 2004 resulted from a process of competitive bidding.

SYSCO's sales to chain restaurant customers consist of a variety of food
products necessitated by the increasingly broad menus of chain restaurants. The
company believes that consistent product quality and timely and accurate service
are important factors in the selection of a chain restaurant supplier. One chain
restaurant customer (Wendy's International, Inc.) accounted for 5% of SYSCO's
sales for its fiscal year ended July 3, 2004. Although this customer represents
approximately 43% of the SYGMA segment sales, the company does not believe that
the loss of this customer would have a material adverse effect on SYSCO as a
whole.

2
<PAGE>

Based upon available information, the company estimates that sales by type
of customer during the past three fiscal years were as follows:

<Table>
<Caption>
TYPE OF CUSTOMER 2004 2003 2002
- ---------------- ------ ------ ------
<S> <C> <C> <C>
Restaurants................................................. 64% 63% 63%
Hospitals and nursing homes................................. 10 10 10
Schools and colleges........................................ 5 6 6
Hotels and motels........................................... 6 6 6
Other....................................................... 15 15 15
--- --- ---
Totals.................................................... 100% 100% 100%
=== === ===
</Table>

SOURCES OF SUPPLY

SYSCO estimates that it purchases from thousands of independent sources,
none of which individually accounts for more than 10% of the company's
purchases. These sources of supply consist generally of large corporations
selling brand name and private label merchandise and independent private label
processors and packers. Generally, purchasing is carried out through centrally
developed purchasing programs and direct purchasing programs established by the
company's various operating companies. The company continually develops
relationships with suppliers but has no material long-term purchase commitments
with any supplier.

In the second quarter of fiscal 2002, SYSCO began restructuring its supply
chain. This National Supply Chain initiative, which reorganizes SYSCO's supply
chain, involves the creation of the Baugh Supply Chain Cooperative that handles
product procurement and the construction of regional distribution centers which
will aggregate inventory demand to optimize the supply chain activities for
certain products from all SYSCO operating companies in the region. This National
Supply Chain initiative is expected to create a more efficient and effective
supply chain infrastructure for SYSCO, its suppliers and its customers.

The use of regional distribution centers is expected to result in lower
costs of inventory, transportation, product handling and transaction processing
in addition to lowering working capital and future facility expansion needs at
the operating companies. Construction is underway on the first regional
distribution center, the Northeast Redistribution Center located in Front Royal,
Virginia. Expected to be operational in the third quarter of fiscal 2005, the
center will receive and distribute food and related products to SYSCO's
operating companies in the Northeast.

The Baugh Supply Chain Cooperative, through its staff of 470 persons,
administers a consolidated product procurement program designed to develop,
obtain and ensure consistent quality food and non-food products. The program
covers the purchasing and marketing of SYSCO Brand merchandise, as well as
private label and national brand merchandise, encompassing substantially all
product lines. The operating companies are all members of the cooperative and
can choose to purchase product through the cooperative or directly from
suppliers.

CORPORATE HEADQUARTERS' SERVICES

SYSCO's corporate staff, consisting of approximately 700 persons, makes
available a number of services to the company's operating companies. These
persons possess experience and expertise in, among other areas, accounting and
finance, cash management, information technology, employee benefits, engineering
and insurance. The corporate office also makes available legal, marketing and
tax compliance services as well as warehousing and distribution services, which
provide assistance in space utilization, energy conservation, fleet management
and work flow.

CAPITAL IMPROVEMENTS

To maximize productivity and customer service, the company continues to
construct and modernize its distribution facilities. During fiscal 2004, 2003
and 2002, approximately $530,086,000, $435,637,000 and

3
<PAGE>

$416,393,000, respectively, were invested in facility expansions, fleet
additions and other capital asset enhancements. The company estimates its
capital expenditures in fiscal 2005 should be in the range of $475,000,000 to
$500,000,000. During the three years ended July 3, 2004, capital expenditures
were financed primarily by internally generated funds, the company's commercial
paper program and bank borrowings. The company expects to finance its fiscal
2005 capital expenditures from the same sources.

EMPLOYEES

As of July 3, 2004, SYSCO and its operating companies had approximately
47,800 full-time employees, approximately 19% of whom were represented by
unions, primarily the International Brotherhood of Teamsters. Contract
negotiations are handled locally. Collective bargaining agreements covering
approximately 21% of the company's union employees expire during fiscal 2005.
SYSCO considers its labor relations to be satisfactory.

COMPETITION

The business of SYSCO is competitive with numerous companies engaged in
foodservice distribution. While competition is encountered primarily from local
and regional distributors, a few companies compete with SYSCO on a national
basis. The company believes that, although price and customer contact are
important considerations, the principal competitive factor in the foodservice
industry is the ability to deliver a wide range of quality products and related
services on a timely and dependable basis. Although SYSCO's share of the
foodservice industry market in the United States and Canada was an estimated 14%
as of July 3, 2004, SYSCO believes, based upon industry trade data, that its
sales to the North American "food-prepared-away-from-home" industry were the
highest of any foodservice distributor during fiscal 2004. While adequate
industry statistics are not available, the company believes that in most
instances its local operations are among the leading distributors of food and
related non-food products to foodservice customers in their respective trading
areas.

GOVERNMENT REGULATION

As a marketer and distributor of food products, SYSCO is subject to the
Federal Food, Drug and Cosmetic Act and regulations promulgated thereunder by
the U.S. Food and Drug Administration ("FDA"). The FDA regulates manufacturing
and holding requirements for foods through its current good manufacturing
practice regulations, specifies the standards of identity for certain foods and
prescribes the format and content of certain information required to appear on
food product labels. For certain product lines, SYSCO is also subject to the
Federal Meat Inspection Act, the Poultry Products Inspection Act, the Perishable
Agricultural Commodities Act and regulations promulgated thereunder by the U.S.
Department of Agriculture ("USDA"). The USDA imposes standards for product
quality and sanitation including the inspection and labeling of meat and poultry
products and the grading and commercial acceptance of produce shipments from the
company's suppliers. The company and its products are also subject to state and
local regulation through such measures as the licensing of its facilities,
enforcement by state and local health agencies of state and local standards for
the company's products and regulation of the company's trade practices in
connection with the sale of its products. SYSCO's facilities are generally
inspected at least annually by state and/or federal authorities. These
facilities are also subject to inspections and regulations issued pursuant to
the Occupational Safety and Health Act by the U.S. Department of Labor, which
require the company to comply with certain manufacturing, health and safety
standards to protect its employees from accidents and to establish hazard
communication programs to transmit information on the hazards of certain
chemicals present in products distributed by the company.

The company is also subject to regulation by numerous federal, state and
local regulatory agencies, including but not limited to the U.S. Department of
Labor, which sets employment practice standards for workers, and the U.S.
Department of Transportation, which regulates transportation of perishable and
hazardous materials and waste, and similar state and local agencies.

4
<PAGE>

The company's distribution facilities have tanks for the storage of diesel
fuel and other petroleum products which are subject to laws regulating such
storage tanks. Other federal, state and local provisions relating to the
protection of the environment or the discharge of materials do not materially
impact the company's use or operation of its facilities.

Compliance with these laws has not had and is not anticipated to have a
material effect on the capital expenditures, earnings or competitive position of
SYSCO.

GENERAL

SYSCO has numerous trademarks which are of significant importance to the
company. The loss of the SYSCO(R) trademark would have a material adverse effect
on SYSCO's results of operations.

SYSCO is not engaged in material research and development activities
relating to the development of new products or the improvement of existing
products.

Sales of the company do not generally fluctuate on a seasonal basis;
therefore, the business of the company is not deemed to be seasonal.

As of July 3, 2004, SYSCO and its operating companies operated 166
facilities throughout the United States and Canada, of which 150 were principal
distribution facilities.

5
<PAGE>

ITEM 2. PROPERTIES

The table below shows the number of distribution facilities and self-serve
centers occupied by SYSCO in each state or province and the aggregate cubic
footage devoted to cold and dry storage as of July 3, 2004.

<Table>
<Caption>
NUMBER OF COLD STORAGE DRY STORAGE
FACILITIES (THOUSANDS (THOUSANDS SEGMENTS
LOCATION AND CENTERS CUBIC FEET) CUBIC FEET) SERVED*
- -------- ----------- ------------ ----------- --------
<S> <C> <C> <C> <C>
Alabama................................ 2 2,886 2,393 BL
Alaska................................. 1 236 475 BL
Arizona................................ 1 2,901 3,190 BL
Arkansas............................... 1 2,477 2,809 BL
California............................. 16 23,880 30,927 BL, S, O
Colorado............................... 4 5,106 5,434 BL, S, O
Connecticut............................ 1 4,244 3,990 BL
District of Columbia................... 1 335 30 O
Florida................................ 13 21,037 24,088 BL, S, O
Georgia................................ 5 5,265 8,680 BL, S, O
Hawaii................................. 1 -- 258 O
Idaho.................................. 1 998 1,154 BL
Illinois............................... 4 3,838 9,639 BL, S, O
Indiana................................ 2 2,995 1,822 BL, O
Iowa................................... 1 1,273 2,082 BL
Kansas................................. 1 4,003 3,894 BL
Kentucky............................... 1 2,330 2,648 BL
Louisiana.............................. 1 2,577 3,254 BL
Maine.................................. 1 1,507 2,121 BL
Maryland............................... 5 7,031 8,521 BL, O
Massachusetts.......................... 2 5,762 7,481 BL, S
Michigan............................... 4 5,651 9,569 BL, S, O
Minnesota.............................. 2 4,676 4,308 BL, O
Mississippi............................ 1 2,125 2,690 BL
Missouri............................... 2 1,368 2,173 BL, O
Montana................................ 1 3,288 2,538 BL
Nebraska............................... 1 1,712 2,108 BL
Nevada................................. 2 2,749 3,092 BL, O
New Jersey............................. 4 3,085 10,753 BL, O
New Mexico............................. 1 2,256 2,278 BL
New York............................... 5 7,433 10,436 BL
North Carolina......................... 6 4,782 10,179 BL, S, O
North Dakota........................... 1 525 584 BL
Ohio................................... 9 9,387 14,049 BL, S, O
Oklahoma............................... 2 3,235 4,315 BL, S
Oregon................................. 3 3,871 3,653 BL, S, O
Pennsylvania........................... 4 6,696 8,503 BL, S
South Carolina......................... 1 2,271 2,362 BL
South Dakota........................... 1 2 123 BL
Tennessee.............................. 5 6,482 9,526 BL, O
</Table>

6
<PAGE>

- ---------------

* Segments served include Broadline (BL), SYGMA (S) and Other (O).

SYSCO owns approximately 415,513,000 cubic feet of its distribution
facilities and self-serve centers (or 79.2% of the total cubic feet), and the
remainder is occupied under leases expiring at various dates from fiscal 2005 to
fiscal 2023, exclusive of renewal options. Certain of the facilities owned by
the company are either subject to mortgage indebtedness or industrial revenue
bond financing arrangements totaling $18,676,000 at July 3, 2004. Such mortgage
indebtedness and industrial revenue bond financing arrangements mature at
various dates to fiscal 2026.

The company owns its approximately 188,000 square foot headquarters office
complex in Houston, Texas and leases approximately 208,000 square feet of
additional office space in Houston, Texas.

Facilities in Rocky Hills, Connecticut; Halfmoon, New York; Jessup,
Maryland; Harahan, Louisiana; Poway, California; and Kansas City, Missouri
(which in the aggregate accounted for approximately 6.7% of fiscal 2004 sales)
are operating near capacity and the company is currently constructing expansions
or replacements for these distribution facilities. New distribution facilities
are also under construction in Post Falls, Idaho and Chicago, Illinois. In
addition, the company's first regional distribution center is under construction
in Front Royal, Virginia.

As of July 3, 2004, SYSCO's fleet of approximately 8,560 delivery vehicles
consisted of tractor and trailer combinations, vans and panel trucks, most of
which are either wholly or partially refrigerated for the transportation of
frozen or perishable foods. The company owns approximately 86% of these vehicles
and leases the remainder.

ITEM 3. LEGAL PROCEEDINGS

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

7
<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

The principal market for SYSCO's Common Stock (SYY) is the New York Stock
Exchange. The table below sets forth the high and low sales prices per share for
SYSCO's Common Stock as reported on the New York Stock Exchange Composite Tape
and the cash dividends declared for the periods indicated.

<Table>
<Caption>
COMMON STOCK
PRICES
--------------- DIVIDENDS DECLARED
HIGH LOW PER SHARE
------ ------ ------------------
<S> <C> <C> <C>
Fiscal 2003:
First Quarter.................................... $31.37 $21.25 $0.09
Second Quarter................................... 32.58 28.01 0.11
Third Quarter.................................... 30.89 22.90 0.11
Fourth Quarter................................... 31.50 24.83 0.11
Fiscal 2004:
First Quarter.................................... $34.24 $28.54 $0.11
Second Quarter................................... 37.57 31.45 0.13
Third Quarter.................................... 41.27 35.33 0.13
Fourth Quarter................................... 39.73 34.75 0.13
</Table>

The number of record owners of SYSCO's Common Stock as of August 28, 2004
was 15,293.

In March 2004, 35,520 Dividend Access Shares, convertible on a one-for-one
basis into SYSCO shares, were released to the former shareholders of North
Douglas Distributors ("North Douglas") pursuant to the terms of an escrow
agreement executed in connection with SYSCO's acquisition of North Douglas in
December 2000.

In June 2004, 28,401 Dividend Access Shares, convertible on a one-for-one
basis into SYSCO shares, were released to the former owners of HRI Supply, Ltd.
("HRI") pursuant to the terms of an escrow agreement executed in connection with
SYSCO's acquisition of HRI in May 2001.

All of the above issuances were made pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended.

In June 2004, 78,744 shares were issued to a former shareholder of Strano
Foodservice ("Strano") upon the conversion of Dividend Access Shares issued in
connection with SYSCO's acquisition of Strano in July 1996. The foregoing shares
were issued pursuant to the exemption from registration contained in Section
3(a)(9) of the Securities Act of 1933, as amended.

8
<PAGE>

SYSCO made the following share repurchases during the fourth quarter of
fiscal 2004:

ISSUER PURCHASES OF EQUITY SECURITIES

<Table>
<Caption>
(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
PERIOD OF SHARES PURCHASED PAID PER SHARE PLANS OR PROGRAMS THE PLANS OR PROGRAMS
- ------ ------------------- ----------------- ------------------- ----------------------
<S> <C> <C> <C> <C>
Month #1
March 28 - April 24.... 248,011 $38.78 242,300 15,015,500
Month #2
April 25 - May 22...... 1,047,868 38.24 1,020,700 13,994,800
Month #3
May 23 - July 3........ 1,462,234 36.89 1,385,900 12,608,900
--------- ------ --------- ----------
Total.................. 2,758,113 $37.57 2,648,900 12,608,900
========= ====== ========= ==========
</Table>

In the above table, the total number of shares purchased includes shares
purchased as part of the publicly announced share repurchase program as well as
shares tendered by individuals in connection with stock option exercises.

On July 31, 2002, the company announced that the Board of Directors
approved the repurchase of 20,000,000 shares, which was completed during the
third quarter of fiscal 2004. On September 12, 2003, the company announced that
the Board of Directors approved the repurchase of an additional 20,000,000
shares.

In July 2004, the Board of Directors authorized the company to enter into
agreements from time to time for the repurchase during company announced
"blackout periods" of such securities in compliance with Rule 10b5-1 promulgated
under the Exchange Act. The company has not yet entered into such an agreement.

9
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

<Table>
<Caption>
FISCAL YEAR
-------------------------------------------------------------------
2004
(53 WEEKS) 2003(1) 2002 2001(2) 2000(2),(3)
----------- ----------- ----------- ----------- -----------
(IN THOUSANDS EXCEPT FOR SHARE DATA)
<S> <C> <C> <C> <C> <C>
Sales......................... $29,335,403 $26,140,337 $23,350,504 $21,784,497 $19,303,268
Earnings before income
taxes....................... 1,475,144 1,260,387 1,100,870 966,655 737,608
Income taxes.................. 567,930 482,099 421,083 369,746 283,979
----------- ----------- ----------- ----------- -----------
Earnings before cumulative
effect of accounting
change...................... 907,214 778,288 679,787 596,909 453,629
Cumulative effect of
accounting change........... -- -- -- -- (8,041)
----------- ----------- ----------- ----------- -----------
Net earnings.................. $ 907,214 $ 778,288 $ 679,787 $ 596,909 $ 445,588
=========== =========== =========== =========== ===========
Earnings before accounting
change:
Basic earnings per share.... $ 1.41 $ 1.20 $ 1.03 $ 0.90 $ 0.69
Diluted earnings per
share.................... 1.37 1.18 1.01 0.88 0.68
Cumulative effect of
accounting change:
Basic earnings per share.... -- -- -- -- (0.01)
Diluted earnings per
share.................... -- -- -- -- (0.01)
Net earnings:
Basic earnings per share.... 1.41 1.20 1.03 0.90 0.68
Diluted earnings per
share.................... 1.37 1.18 1.01 0.88 0.67
Dividends declared per
share....................... 0.50 0.42 0.34 0.27 0.23
Total assets.................. 7,847,632 6,936,521 5,989,753 5,352,987 4,730,145
Capital expenditures.......... 530,086 435,637 416,393 341,138 266,413
Long-term debt................ $ 1,231,493 $ 1,249,467 $ 1,176,307 $ 961,421 $ 1,023,642
Shareholders' equity.......... 2,564,506 2,197,531 2,132,519 2,100,535 1,721,584
----------- ----------- ----------- ----------- -----------
Total capitalization.......... $ 3,795,999 $ 3,446,998 $ 3,308,826 $ 3,061,956 $ 2,745,226
=========== =========== =========== =========== ===========
Ratio of long-term debt to
capitalization.............. 32.4% 36.2% 35.6% 31.4% 37.3%
</Table>

- ---------------

(1) SYSCO adopted the provisions of SFAS No. 142, "Accounting for Goodwill and
Other Intangible Assets" effective at the beginning of fiscal 2003. As a
result, the amortization of goodwill and intangibles with indefinite lives
was discontinued.

(2) The per share data for fiscal 2001 and fiscal 2000 reflect the 2-for-1 stock
split of December 15, 2000.

(3) In fiscal 2000, SYSCO recorded a one-time, after-tax, non-cash charge of
$8,041 to comply with the required adoption of AICPA SOP 98-5, "Reporting on
the Costs of Start-up Activities."

10
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

HIGHLIGHTS

Sales increased 12.2% in fiscal 2004 over fiscal 2003. Fiscal 2004 included
53 weeks which represented an additional week over the 52 weeks in fiscal 2003.
This additional week represented an estimated 2.2% of the sales increase in
fiscal 2004. Gross margins as a percent of sales for fiscal 2004 decreased from
the prior year due to the impact of product cost increases and changes in
customer mix, segment mix and product mix. Operating expenses as a percent of
sales for fiscal 2004 decreased from the prior year due to operating
efficiencies and operating costs increasing at lower rates than the sales price
increases driven by product cost increases. Operating expenses were negatively
impacted by increased net pension costs and expenses incurred in connection with
the National Supply Chain project and were favorably impacted by gains recorded
related to the cash surrender value of life insurance assets. Primarily as a
result of these factors, net earnings increased 16.6% in fiscal 2004 over fiscal
2003. The earnings increases in fiscal 2004 over fiscal 2003 also include the
impact of the additional week in fiscal 2004.

The impact on our customers of a prolonged period of rising product costs,
internally estimated at 6.3% for the fiscal year and 8.0% for the fourth quarter
of fiscal 2004, has contributed to a softer foodservice market. Management
believes that the softness in the foodservice market together with general
economic conditions contributed to a slowing of sales growth for the company in
the latter half of the fourth quarter of fiscal 2004 which is continuing in the
first quarter of fiscal 2005. The company has renewed its focus on expense
controls in fiscal 2005, including managing labor costs and productivity and
ongoing benchmarking and sharing of best practices at the operating companies.

OVERVIEW

SYSCO distributes food and related products to the foodservice industry,
including restaurants, healthcare and educational facilities, lodging
establishments and other foodservice customers. SYSCO's operations are located
throughout the United States and Canada and include broadline companies,
specialty produce companies, custom-cut meat operations, Asian cuisine
foodservice, hotel supply operations, SYGMA, the company's chain restaurant
distribution subsidiary, and a company that distributes to internationally
located chain restaurants.

The company estimates that it serves more than 14% of an approximately $207
billion annual foodservice market that includes the North American foodservice,
non-food and hotel amenity, furniture and textile markets. The foodservice, or
food-prepared-away-from-home, market represents approximately one-half of the
total food purchases made at the consumer level. This share has grown from about
37% in 1972, since food purchases in the foodservice industry have grown more
rapidly than food purchases in the retail grocery industry over most of that
time period. Factors influencing this trend, and therefore SYSCO's growth,
include increases in dual-worker and single-parent families; busier lifestyles;
the general aging of the population; growing affluence; and the increasing
demand for the variety, convenience and entertainment afforded by the
proliferation of restaurants and other foodservice operations. Industry
statisticians and demographers expect most of these general trends to continue,
although they may not continue at the same pace.

General economic conditions and consumer confidence can have an effect on
the frequency and amount spent by consumers for food prepared away from home and
therefore on SYSCO. However, we have consistently grown at a faster rate than
the overall industry and have grown our market share in this fragmented
industry.

The company intends to continue to expand its market share and grow
earnings through strategies which include:

- Profitable sales growth: In addition to expansion through foldouts (new
operating companies created in established markets previously served by
other SYSCO operating companies) and a disciplined acquisition program,
refining the use of customer purchasing potential and profitability data
in targeting new customers, deepening relationships with existing
customers, tailoring products and

11
<PAGE>

services and allocating associated resources by customer, and managing
the profitability of, or exiting, low profit or unprofitable customers.

- Brand management: Leveraging brand strength to grow sales and
profitability while ensuring strict quality control processes and
providing greater value to customers.

- Productivity: Deploying the latest technology and leveraging best
business practices to improve operating efficiencies and leverage
expenses to sales growth.

- Sales force effectiveness: Targeted recruiting, training and compensation
of marketing associates. Expanding the business development and business
review functions to further strengthen our marketing associate-customer
relationships.

- Supply chain optimization: Creating a more efficient and effective supply
chain infrastructure through the National Supply Chain project.

The company's National Supply Chain project is intended to optimize the
supply chain activities for certain products from SYSCO's operating companies in
each respective region and as a result, reduce inventory and operating costs,
working capital requirements and future facility expansion needs at SYSCO's
operating companies while providing greater value to our suppliers and
customers. The company expects to build from five to ten regional distribution
centers over a period of ten years. The first regional distribution center in
the Northeast is expected to be operational during the third quarter of fiscal
2005.

12
<PAGE>

RESULTS OF OPERATIONS

The following table sets forth the components of the Results of Operations
expressed as a percentage of sales for the periods indicated:

<Table>
<Caption>
2004 2003 2002
----- ----- -----
<S> <C> <C> <C>
Sales....................................................... 100.0% 100.0% 100.0%
Costs and Expenses
Cost of sales............................................. 80.7 80.3 80.2
Operating expenses........................................ 14.1 14.7 14.9
Interest expense.......................................... 0.2 0.2 0.2
Other, net................................................ 0.0 0.0 0.0
----- ----- -----
Total costs and expenses.................................... 95.0 95.2 95.3
----- ----- -----
Earnings before income taxes................................ 5.0 4.8 4.7
Income taxes................................................ 1.9 1.8 1.8
----- ----- -----
Net earnings................................................ 3.1% 3.0% 2.9%
===== ===== =====
</Table>

The following table sets forth the change in the components of the Results
of Operations expressed as a percentage increase or decrease over the prior
year:

<Table>
<Caption>
2004 2003
---- -----
<S> <C> <C>
Sales....................................................... 12.2% 11.9%
Costs and Expenses
Cost of sales............................................. 12.8 12.1
Operating expenses........................................ 7.9 10.6
Interest expense.......................................... (3.3) 14.8
Other, net................................................ 48.1 197.6
---- -----
Total costs and expenses.................................... 12.0 11.8
---- -----
Earnings before income taxes................................ 17.0 14.5
Income taxes................................................ 17.8 14.5
---- -----
Net earnings................................................ 16.6% 14.5%
==== =====
Basic earnings per share.................................... 17.5% 16.5%
Diluted earnings per share.................................. 16.1 16.8
Average shares outstanding.................................. (1.2) (1.7)
Diluted shares outstanding.................................. 0.1 (1.8)
</Table>

Sales

Sales increased 12.2% in fiscal 2004 and 11.9% in fiscal 2003 over the
prior years. The additional week contributed approximately 2.2% to the overall
sales growth rate for fiscal 2004. Because the fourth quarter of fiscal 2004
contained an additional week as compared to fiscal 2003, sales growth for fiscal
2004 is not directly comparable to the prior year. In order to provide a more
comparable picture of sales growth during fiscal 2004, management believes that
it is appropriate to adjust the sales figures for fiscal 2004 by the estimated
impact of the additional week. As a result, sales for fiscal 2004 presented in
the table below are adjusted by one-fourteenth of total sales for the fourth
quarter. Failure to make these adjustments might cause investors to

13
<PAGE>

overstate the amount of actual sales growth due to the additional week of sales
included in fiscal 2004. Set forth below is a reconciliation of actual sales
growth to adjusted sales growth for the periods presented:

<Table>
<Caption>
2004 2003
--------------- ---------------
<S> <C> <C>
Sales for the 53/52 week periods............................ $29,335,403,000 $26,140,337,000
Estimated sales for the additional week..................... 581,358,000 --
--------------- ---------------
Adjusted Sales.............................................. $28,754,045,000 $26,140,337,000
=============== ===============
Actual percentage increase.................................. 12.2% 11.9%
Adjusted percentage increase................................ 10.0% 11.9%
</Table>

Acquisitions contributed 0.9% to the overall sales growth rate for fiscal 2004
and 5.2% for fiscal 2003. Estimated product cost increases, an internal measure
of inflation, were 6.3% during fiscal 2004 as compared to a flat rate during
fiscal 2003. SYSCO generally expects to pass product cost increases to its
customers; however, the actual amount of inflation reflected as sales price
increases is difficult to quantify. Management believes that SYSCO's restaurant
operator customers have experienced softness in their rate of sales growth as
cost and price increases impact customer spending. Product cost increases in the
fourth quarter of fiscal 2004 reached 8.0%. Management believes that the
softness in the foodservice market together with general economic conditions
contributed to a slowing of SYSCO's sales growth in the latter half of the
fourth quarter of fiscal 2004 which is continuing in the first quarter of fiscal
2005.

Industry sources estimate the total foodservice market experienced a real
sales decline of approximately 0.7% in calendar year 2003 and real sales growth
of 0.5% in calendar year 2002.

A comparison of the sales mix in the principal product categories during
the last three years is presented below:

<Table>
<Caption>
2004 2003 2002
---- ---- ----
<S> <C> <C> <C>
Fresh and frozen meats...................................... 19% 18% 18%
Canned and dry products..................................... 18 19 19
Frozen fruits, vegetables, bakery and other................. 14 14 13
Poultry..................................................... 11 10 10
Dairy products.............................................. 9 9 9
Fresh produce............................................... 8 8 9
Paper and disposables....................................... 8 8 8
Seafood..................................................... 5 6 6
Beverage products........................................... 3 3 3
Equipment and smallwares.................................... 2 2 2
Janitorial products......................................... 2 2 2
Medical supplies............................................ 1 1 1
--- --- ---
100% 100% 100%
=== === ===
</Table>

A comparison of sales by type of customer during the last three years is
presented below:

<Table>
<Caption>
2004 2003 2002
---- ---- ----
<S> <C> <C> <C>
Restaurants................................................. 64% 63% 63%
Hospitals and nursing homes................................. 10 10 10
Schools and colleges........................................ 5 6 6
Hotels and motels........................................... 6 6 6
All other................................................... 15 15 15
--- --- ---
100% 100% 100%
=== === ===
</Table>

14
<PAGE>

Cost of Sales

Cost of sales as a percentage of sales was 80.7% in fiscal 2004, 80.3% in
fiscal 2003 and 80.2% in fiscal 2002. Management believes that cost of sales as
a percentage of sales in fiscal 2004 was impacted by several factors, including
product cost increases and changes in customer mix, segment mix and product mix;
however, the specific impact of each factor is difficult to quantify. Product
cost increases in substantially all product categories also had the impact of
reducing gross margins as a percentage of sales, as gross profit dollars are
earned on a higher sales dollar base. Dairy and meat products, which are
especially affected by product cost increases since they are often sold on a
cost-per-pound plus a fee basis rather than a percentage markup, experienced the
highest rates of inflation. The result was a higher sales price but a lower
gross margin as a percentage of sales even as gross margin dollars were
maintained or even increased. Multi-unit customer sales in the Broadline
segment, which traditionally yield lower gross margins and lower expenses than
marketing associate-served customer sales, grew faster than sales to marketing
associate-served customer sales. Sales at the SYGMA and the Other segments,
which traditionally have lower margins than the Broadline segment, grew faster
than sales at the Broadline segment. In the area of product mix, meat sales
continued to grow as a percentage of overall sales and also experienced a high
rate of cost increases. Meat products typically generate higher prices and
higher gross margin dollars per case than the average of other products, but
lower gross margins as a percentage of sales. Therefore, increased sales of
these products had the effect of decreasing overall gross margins as a
percentage of sales even as gross margin dollars were maintained or increased.

The increase in cost of sales as a percentage of sales in fiscal 2003 was
primarily a result of two factors. First, multi-unit sales growth was greater
than marketing associate-served sales growth. Second, fresh-cut meat sales grew
as a percentage of overall sales.

In fiscal 2002, cost of sales was influenced by SYSCO's overall customer
and product mix, economies realized in purchasing and increased sales of SYSCO
Brand products.

Operating Expenses

Operating expenses include the costs of warehousing and delivering products
as well as selling, administrative and occupancy expenses. These expenses as a
percent of sales were 14.1% for fiscal 2004, 14.7% for fiscal 2003 and 14.9% for
fiscal 2002. Changes in the percentage relationship of operating expenses to
sales result from an interplay of several factors, including improved
efficiencies, customer mix, and product cost increases.

The decrease in expenses as a percentage of sales in fiscal 2004 as
compared to fiscal 2003 was attributable to several factors including improved
operating efficiencies as demonstrated by improving trends in key expense
metrics tracked at the broadline operating companies, including pieces sold per
delivery, product line items sold per delivery, pieces per trip and pieces per
error. Increases in product costs and the resulting increased average sales
price per item also favorably impacted expenses as a percentage of sales as
operating costs increased at a lower rate. Operating expenses were negatively
impacted by increases in net pension costs of $39,944,000 and by increases in
expenses related to the National Supply Chain project of $5,584,000 over fiscal
2003. Management estimates that the company will incur an additional $40,000,000
to $50,000,000 in expenses related to the National Supply Chain project in
fiscal 2005 over what was incurred in fiscal 2004, including depreciation of the
first redistribution center.

Operating expenses were also favorably impacted by the recognition of
income in fiscal 2004 of $19,124,000 to adjust the carrying value of life
insurance assets to their cash surrender value. The gains in fiscal 2004 were
recognized in the first 39 weeks with a modest loss of $97,000 in the fourth
quarter of fiscal 2004. This contrasted with fiscal 2003 where a gain of
$13,000,000 was recognized in the fourth quarter reversing the majority of prior
losses recognized in the first 39 weeks and resulting in a net loss of $156,000
for the fiscal year.

The company has renewed its focus on expense controls in fiscal 2005,
including managing labor costs and productivity and ongoing benchmarking and
sharing of best practices at the operating companies.

15
<PAGE>

The decrease in expenses as a percentage of sales in fiscal 2003 as
compared to fiscal 2002 was primarily attributable to improved operating
efficiencies, as demonstrated by improving trends in key expense metrics,
including pieces sold per delivery and product line items sold per delivery.
These operating expense improvements were partially offset by increases in net
pension costs of $22,952,000 and by increases in expenses incurred in connection
with the National Supply Chain project of $5,996,000 over fiscal 2002.

Operating expenses in fiscal 2002 were negatively impacted by increases in
marketing associate-served sales, for which higher expenses are incurred to
serve these customers.

Interest Expense

Interest expense decreased 3.3% in fiscal 2004 and increased 14.8% in
fiscal 2003 over the prior years. The decrease in interest expense in fiscal
2004 was primarily due to lower borrowing rates offsetting moderately higher
borrowing levels. The lower average borrowing rates of the company in fiscal
2004 were due to lower short-term market interest rates and the use of interest
rate swaps which converted the fixed rates of interest on a portion of SYSCO's
long term debt to lower variable rates of interest. The increase in interest
expense in fiscal 2003 was primarily due to increased borrowings, partially
offset by decreases in interest rate levels.

Other, Net

Other, net was income of $12,365,000 in fiscal 2004, $8,347,000 in fiscal
2003 and $2,805,000 in fiscal 2002. Changes between the years result from
fluctuations in miscellaneous activities, primarily gains and losses on the sale
of surplus facilities.

Earnings Before Income Taxes

Earnings before income taxes increased 17.0% in fiscal 2004 and 14.5% in
fiscal 2003 over the prior years. The increases were due to the factors
discussed above. The additional week also contributed to the earnings growth in
fiscal 2004.

Provision for Income Taxes

The effective tax rate was 38.50% in fiscal 2004 and 38.25% in fiscal 2003
and 2002.

Net Earnings

Fiscal 2004 represents the twenty-eighth consecutive year of increased
earnings before the cumulative effect of accounting changes. Net earnings
increased 16.6% in fiscal 2004 and 14.5% in fiscal 2003 over the prior periods.
The increases were due to the factors discussed above.

Return on Average Shareholders' Equity

The return on average shareholders' equity was approximately 39% in fiscal
2004, 36% in fiscal 2003 and 31% in fiscal 2002. The increase in net earnings
and share repurchases in fiscal 2004, reduced by the reversal of a portion of
minimum pension liability, contributed to the increase in fiscal 2004. Since its
inception, SYSCO has averaged approximately 19% return on average shareholders'
equity.

16
<PAGE>

SEGMENT RESULTS

The following table sets forth the change in the selected financial data of
each of the company's reportable segments expressed as a percentage increase
over the prior year and should be read in conjunction with Business Segment
Information in the Notes to Consolidated Financial Statements:

<Table>
<Caption>
2004 2003
-------------------- --------------------
EARNINGS EARNINGS
SALES BEFORE TAXES SALES BEFORE TAXES
----- ------------ ----- ------------
<S> <C> <C> <C> <C>
Broadline...................................... 10.4% 14.4% 12.1% 12.8%
SYGMA.......................................... 21.7 7.2 9.2 3.4
Other.......................................... 19.0 55.4 17.3 4.8
</Table>

The following table sets forth sales and earnings before taxes of each of
the company's reportable segments expressed as a percentage of the respective
consolidated total and should be read in conjunction with Business Segment
Information in the Notes to Consolidated Financial Statements:

<Table>
<Caption>
2004 2003 2002
-------------------- -------------------- --------------------
EARNINGS EARNINGS EARNINGS
SALES BEFORE TAXES SALES BEFORE TAXES SALES BEFORE TAXES
----- ------------ ----- ------------ ----- ------------
<S> <C> <C> <C> <C> <C> <C>
Broadline................. 80.9% 99.0% 82.2% 101.2% 82.1% 102.7%
SYGMA..................... 12.1 1.7 11.2 1.9 11.4 2.1
Other..................... 8.1 5.4 7.7 4.1 7.3 4.4
Intersegment sales........ (1.1) -- (1.1) -- (0.8) --
Unallocated corporate
expenses................ -- (6.1) -- (7.2) -- (9.2)
----- ----- ----- ----- ----- -----
Total..................... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
===== ===== ===== ===== ===== =====
</Table>

Broadline Segment

Broadline segment sales increased 10.4% in fiscal 2004 and 12.1% in fiscal
2003 over the prior years. Acquisitions contributed 0.2% to the overall sales
growth rate for fiscal 2004 and 5.6% in fiscal 2003. The fiscal 2004 sales
growth was due to increased sales to marketing associate-served customers and
multi-unit customers, including increased sales of SYSCO Brand products, and
price increases resulting from higher product costs. The additional week also
contributed to the sales growth in fiscal 2004. The fiscal 2003 sales growth was
due primarily to increased sales to marketing associate-served and multi-unit
customers, including increased sales of SYSCO Brand products, as well as the
acquisition of a Canadian broadline foodservice operation. The sales growth in
both years was obtained through increased sales to the existing customer base as
well as the acquisition of new customers. Broadline segment sales as a
percentage of total SYSCO sales were 80.9% in fiscal 2004, 82.2% in fiscal 2003
and 82.1% in fiscal 2002. The decrease in fiscal 2004 was due primarily to
strong sales growth in the custom-cut meat, SYGMA and lodging industry product
segments outpacing the broadline sales growth, as well as the acquisition of the
Asian cuisine foodservice operations during fiscal 2003. The increase in fiscal
2003 was due primarily to the acquisition of a Canadian broadline foodservice
operation.

Marketing associate-served sales as a percentage of broadline sales in the
U.S. decreased to 54.3% in fiscal 2004 as compared to 54.6% in fiscal 2003. The
decrease in fiscal 2004 was due to the rate of sales increase to multi-unit
customers exceeding the rate of sales increase to marketing associate-served
customers. The growth in sales to multi-unit customers was fueled by increased
sales to existing locations and the addition of new locations. SYSCO Brand sales
as a percentage of broadline sales in the U.S. increased to 49.1% for fiscal
2004 as compared to 48.7% in fiscal 2003.

Earnings before income taxes for the Broadline segment increased 14.4% in
fiscal 2004 and 12.8% in fiscal 2003 over the prior years. The increase in
earnings before income taxes for fiscal year 2004 was primarily due to increased
sales and reduced expenses as a percentage of sales, which more than offset
reduced margins as a

17
<PAGE>

percentage of sales. Reduced expenses as a percentage of sales is attributable
to several factors including improved operating efficiencies. The decrease in
margins and expenses as a percentage of sales was also impacted by increases in
product costs and the resulting increase in the average sales price per item.
The additional week also contributed to the earnings growth in fiscal 2004. The
increases in earnings before income taxes for fiscal years 2003 and 2002 were
primarily due to increases in sales and lower expenses as a percentage of sales.

SYGMA Segment

SYGMA segment sales increased 21.7% in fiscal 2004 and 9.2% in fiscal 2003
over the prior years. Acquisitions contributed 1.9% to the overall sales growth
rate for fiscal 2004 and 2.8% in fiscal 2003. The fiscal 2004 sales growth was
due primarily to sales to new customers, sales growth in SYGMA's existing
customer base related to new locations added by those customers, as well as
increases in sales to existing locations, price increases resulting from higher
product costs and sales from acquisitions. The additional week also contributed
to the sales growth in fiscal 2004. The fiscal 2003 sales growth was primarily
due to sales growth in SYGMA's existing customer base as well as the acquisition
of two quickservice operations. SYGMA segment sales as a percentage of total
SYSCO sales were 12.1% in fiscal 2004, 11.2% in fiscal 2003 and 11.4% in fiscal
2002.

Earnings before income taxes for the SYGMA segment increased 7.2% in fiscal
2004 and 3.4% in fiscal 2003 over the prior years. The increase in fiscal 2004
was primarily due to the increased sales offset by increased expenses incurred
related to implementation of new systems, severance payments related to certain
personnel changes, costs related to worker's compensation insurance claims and
pension costs. The additional week also contributed to the earnings growth in
fiscal 2004. The increase in fiscal 2003 was primarily due to increased sales.

During fiscal 2004 and continuing in the first quarter of fiscal 2005,
SYGMA is discontinuing servicing a portion of its largest customer's locations
due to that customer's geographic supply chain realignment. SYGMA expects to
offset these lost sales by obtaining sales from additional locations from this
customer and obtaining new business from other customers. In many cases, this
new business will be served out of different SYGMA locations than those that
served the business that was discontinued. As a result, during fiscal 2004,
SYGMA incurred additional expenses including severance payments and equipment
moving costs as it transitioned its operations to serve these new customers.
SYGMA expects to incur similar expenses during the first and second quarter of
fiscal 2005 as it continues to transition to serve these new customers. Any net
lost sales and the related additional expenses are not expected to be material
to SYSCO overall, and we expect SYGMA to continue to be a profitable segment.

Other Segments

Other segment sales increased 19.0% in fiscal 2004 and 17.3% in fiscal 2003
over the prior years. Acquisitions contributed 6.2% to the overall sales growth
rate for fiscal 2004 and 4.9% in fiscal 2003. The increase in fiscal 2004 was
primarily attributable to increased sales to the existing customer base, sales
to new customers, price increases resulting from higher product costs and sales
from acquisitions. The additional week also contributed to the sales growth in
fiscal 2004. The increase in fiscal 2003 was primarily attributable to sales
growth in our custom meat-cutting operations as well as the timing of
acquisitions made during the year. Other segment sales as a percentage of total
SYSCO sales were 8.1% in fiscal 2004, 7.7% in fiscal 2003 and 7.3% in fiscal
2002.

Earnings before income taxes for the Other segment increased 55.4% in
fiscal 2004 and 4.8% in fiscal 2003 over the prior years. The increase in fiscal
2004 was primarily due to increases in sales, acquisitions and reduced expenses
as a percentage of sales, which more than offset reduced gross margins as a
percentage of sales. The additional week also contributed to the earnings growth
in fiscal 2004. The increase in fiscal 2003 was due primarily to acquisitions,
increased earnings from increased gross margins and operating efficiencies at
our specialty produce operations, and increased earnings from increased sales
and gross margins at the company's specialty lodging industry products
operations. These were offset by expenses incurred on a start-up operation
supplying the health care industry and decreased earnings at the company's
specialty meat-cutting operations.

18
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

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

SYSCO's operations historically have produced significant cash flow. Cash
generated from operations is first allocated to working capital requirements;
investments in facilities, fleet and other equipment required to meet customers'
needs; cash dividends; and acquisitions compatible with the company's overall
growth strategy. Any remaining cash generated from operations may, at the
discretion of management, be applied toward a portion of the cost of the share
repurchase program, while the remainder of the cost may be financed with
additional long-term debt. SYSCO's share repurchase program is used primarily to
offset shares issued under various employee benefit and compensation plans, for
acquisitions, to reduce shares outstanding, which may have the net effect of
increasing earnings per share, and to aid in managing the ratio of long-term
debt to total capitalization. Management targets a long-term debt to total
capitalization ratio between 35% and 40%. The ratio may exceed the target range
from time to time, due to borrowings incurred in order to fund acquisitions and
internal growth opportunities, and due to fluctuations in the timing and amount
of share repurchases. The ratio also may fall below the target range due to
strong cash flow from operations and fluctuations in the timing and amount of
share repurchases. This ratio was 32.4% and 36.2% at July 3, 2004 and June 28,
2003, respectively. The reversal of a portion of the minimum pension liability
adjustments in other comprehensive income contributed to the decrease in the
ratio at July 3, 2004.

The company generated net cash from operations of $1,189,522,000 in fiscal
2004, $1,372,840,000 in fiscal 2003, and $1,084,980,000 in fiscal 2002. Several
factors contributed to the decrease in cash flow from operations in fiscal 2004.
During the second quarter of fiscal 2002, the company began reorganizing its
supply chain to maximize consolidated efficiencies and increase the
effectiveness of the merchandising and procurement functions performed for the
benefit of customers. The structure results in the deferral of certain federal
and state income tax payments, as supply chain distributions are not included in
taxable income until distributed in periods subsequent to when they are
recognized in book income. Fiscal 2004 is the first period that supply chain
distributions were included in taxable income since the company began deferring
these items for tax purposes in fiscal 2002. As a result of the impact of these
items and other temporary differences, including the utilization of U.S. federal
net operating loss carryforwards, excess tax depreciation and pension
contributions, taxes paid during fiscal 2004 increased to $344,414,000 as
compared to $28,747,000 in fiscal 2003. The company expects the net cash flow
impact of deferrals in fiscal 2005 and beyond to be incrementally positive when
compared to what would have been paid on an annual basis without the deferral,
due to the company's belief that its volume through the new structure will
continue to grow.

Cash flow from operations for fiscal 2004 was negatively impacted by
increases in accounts receivable and inventory balances, partially offset by
increases in accounts payable balances and increases in accrued expenses and
other liabilities. Increased sales volumes over the prior periods partially
contributed to the increase in accounts receivable balances. SYSCO has also
experienced sales increases with multi-unit customers that have outpaced the
sales increases from marketing associate-served customers. Multi-unit customers'
payment terms are traditionally longer than the SYSCO average. Inventory levels
also increased over prior year levels, partially due to the increased sales
volumes. In addition, inventory levels at the end of fiscal 2004, measured as a
function of average days sales outstanding, exceeded the levels at the end of
fiscal 2003, which in turn were lower than those at the end of fiscal 2002. This
relative increase in inventory levels negatively impacted cash flow from
operations for fiscal 2004. The increase in accounts payable balances was
partially due to the increased inventory balances but was also negatively
impacted by decreases in accounts payable days outstanding over the prior
periods. A significant reason for the decrease in accrued expenses and other
long-term liabilities in fiscal 2003 was the increase in pension contributions
from $83,136,000 in fiscal 2002 to $164,565,000 in fiscal 2003. Pension
contributions in fiscal 2004 were $165,512,000. The company anticipates pension
contributions in fiscal 2005 will be approximately $86,294,000.

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<PAGE>

Cash used for investing activities was $683,811,000 in fiscal 2004,
$681,825,000 in fiscal 2003, and $662,300,000 in fiscal 2002. Expenditures for
facilities, fleet and other equipment were $530,086,000 in fiscal 2004,
$435,637,000 in fiscal 2003, and $416,393,000 in fiscal 2002. Fiscal 2004
capital expenditures included the construction of fold-out facilities in Oxnard,
California and Fargo, North Dakota, replacement or significant expansion of
facilities in Billings, Montana; Cleveland, Ohio; Jacksonville, Florida; Miami,
Florida; and San Antonio, Texas, and continued expenditures related to the
National Supply Chain project. The capital expenditures in fiscal 2003 included
the construction of fold-out facilities in Las Vegas, Nevada and Oxnard,
California, replacement facilities in Cleveland, Ohio; Dallas, Texas; and Miami,
Florida and the Northeast Redistribution Center in Front Royal, Virginia (first
phase of the National Supply Chain project). Fiscal 2002 expenditures included
construction of fold-out facilities located in Sacramento, California; Columbia,
South Carolina; and Las Vegas, Nevada, as well as costs incurred on the
construction or expansion of facilities in Dallas, Texas; Norman, Oklahoma;
Baraboo, Wisconsin; and Jersey City, New Jersey. Total expenditures in fiscal
2005 are expected to decrease slightly to the range of $475,000,000 to
$500,000,000 due to completion of several major replacements and fold-outs in
fiscal 2004. Fiscal 2005 expenditures will include the continuation of the
fold-out program; facility, fleet and other equipment replacements and
expansions; the company's National Supply Chain project; and investments in
technology. Cash expenditures for acquisitions of businesses were $79,247,000 in
fiscal 2004, $209,010,000 in fiscal 2003 and $234,618,000 in fiscal 2002.

The National Supply Chain project is expected to create a more efficient
and effective supply chain infrastructure for SYSCO, its suppliers and its
customers. The project entails the implementation of regional distribution
centers, which will aggregate inventory demand to optimize the supply chain
activities for certain products from all SYSCO operating companies in the
region. The project is expected to achieve lower costs of inventory,
transportation, product handling and transaction processing in addition to
lowering working capital and future facility expansion needs at the operating
companies. The Northeast Redistribution Center is expected to be operational in
the third quarter of fiscal 2005. The center will receive and distribute food
and food-related products to SYSCO operating companies in the Northeast,
creating benefits for customers and suppliers, as well as for SYSCO. Fiscal 2004
capital expenditures related to the National Supply Chain project were
$107,822,000, bringing the total amount of capital expenditures on the project
since inception to $152,254,000.

Cash used for financing activities was $641,851,000 in fiscal 2004,
$550,528,000 in fiscal 2003, and $359,984,000 in fiscal 2002. In July 2002, the
Board authorized the repurchase of an additional 20,000,000 shares, which was
completed during fiscal 2004. In September 2003, the Board authorized the
repurchase of an additional 20,000,000 shares. The number of shares acquired and
their cost during the past three fiscal years was 16,454,300 shares for
$608,506,000 in fiscal 2004, 16,500,000 shares for $478,471,000 in fiscal 2003,
and 18,000,000 shares for $473,558,000 in fiscal 2002. An additional 670,000
shares have been purchased at a cost of $22,770,000 through August 20, 2004,
resulting in 11,938,900 shares remaining available for repurchase as authorized
by the Board as of that date.

Dividends paid were $309,540,000 in fiscal 2004, $261,854,000 in fiscal
2003, and $213,275,000 in fiscal 2002. SYSCO began paying the current quarterly
dividend rate of $0.13 per share in January 2004, an increase from the $0.11 per
share that became effective in January 2003. In May 2004, SYSCO declared its
regular quarterly dividend for the first quarter of fiscal 2005 of $0.13 per
share, which was paid in July 2004. In September 2004, SYSCO also declared its
regular quarterly dividend for the second quarter of fiscal 2005 of $0.13 per
share, payable in October 2004.

In November 2000, the company filed with the Securities and Exchange
Commission a shelf registration statement covering 30,000,000 shares of common
stock to be offered from time to time in connection with acquisitions. As of
August 20, 2004, 29,447,835 shares remained available for issuance under this
registration statement.

In June 1998, the company filed with the Securities and Exchange Commission
a shelf registration statement covering $500,000,000 in debt securities. As of
August 20, 2004, there was $425,000,000 in principal amount outstanding under
the registration statement, leaving $75,000,000 available for issuance.

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<PAGE>

In March 2004, SYSCO issued 4.60% notes totaling $200,000,000 due March 15,
2014 in a private offering. Proceeds from the notes were utilized to retire
commercial paper borrowings. The fixed rate of interest on these notes was
effectively converted to variable rates of interest through the interest rate
swap agreements entered into in April and May of 2004.

SYSCO has uncommitted bank lines of credit, which provided for unsecured
borrowings for working capital of up to $95,000,000, of which none was
outstanding as of July 3, 2004 and $17,000,000 was outstanding as of August 20,
2004.

SYSCO has a commercial paper program in the United States which is
supported by a bank credit facility in the amount of $450,000,000, maturing in
fiscal 2008. SYSCO also has a commercial paper program in Canada which is
supported by a bank credit facility in the amount of CAD $100,000,000, maturing
in fiscal 2005. During fiscal 2004, 2003 and 2002, aggregate commercial paper
and short-term bank borrowings ranged from approximately $73,102,000 to
$478,114,000, $55,813,000 to $495,703,000, and $51,472,000 to $538,362,000,
respectively. Commercial paper borrowings were $73,834,000 as of July 3, 2004
and $48,503,000 as of August 20, 2004. The company intends to settle outstanding
commercial paper borrowings when they come due by issuing additional debt or
retiring them utilizing cash generated from operations.

Total debt at July 3, 2004 was $1,468,160,000, of which approximately 60%
was at fixed rates averaging 5.2% and the remainder was at floating rates
averaging 4.0%, as adjusted for the effect of the interest rate swaps
outstanding as of July 3, 2004. SYSCO continues to have borrowing capacity
available and alternative financing arrangements are evaluated as appropriate.

As part of normal business activities, SYSCO issues letters of credit
through major banking institutions as required by certain vendor and insurance
agreements. As of July 3, 2004 and June 28, 2003, letters of credit outstanding
were $11,001,000 and $14,610,000, respectively.

In summary, SYSCO believes that through continual monitoring and management
of assets, together with the availability of additional capital in the financial
markets, it will meet its cash requirements while maintaining proper liquidity
for normal operating purposes.

CONTRACTUAL OBLIGATIONS

The following table sets forth certain information concerning SYSCO's
obligations and commitments to make contractual future payments:

<Table>
<Caption>
PAYMENTS DUE BY PERIOD
------------------------------------------------------------
TOTAL OVER
OBLIGATIONS 0-1 YEAR 1-3 YEARS 3-5 YEARS 5 YEARS
----------- ----------- --------- --------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Short-term debt and commercial paper.... $ 73,834 $ 73,834 $ -- $ -- $ --
Long-term debt.......................... 1,363,193 157,845 511,738 3,578 690,032
Capital lease obligations............... 31,133 4,988 5,936 1,756 18,453
Long-term non-capitalized leases........ 257,083 56,750 80,934 43,854 75,545
Deferred compensation................... 73,159 4,383 9,405 7,174 52,197
Purchase obligations.................... 637,179 637,179 -- -- --
---------- -------- -------- ------- --------
Total contractual cash obligations...... $2,435,581 $934,979 $608,013 $56,362 $836,227
========== ======== ======== ======= ========
</Table>

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. 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. Such amounts included in
the table above are based on estimates.

Certain acquisitions involve contingent consideration, typically payable
only in the event that certain operating results are attained or certain
outstanding contingencies are resolved. Aggregate contingent

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<PAGE>

consideration amounts outstanding as of July 3, 2004 included approximately
1,273,000 shares of SYSCO's common stock and $61,614,000 in cash. These amounts
are not included in the table above.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management 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 are presented in the notes to the financial
statements.

Critical accounting policies are those that are most important to the
portrayal of the company's financial condition and results of operations. These
policies require management's most subjective or complex judgments, often
employing the use of estimates about the effect of matters that are inherently
uncertain. Senior management has reviewed with the Audit Committee of the Board
of Directors the development and selection of the critical accounting estimates
and this related disclosure. SYSCO's most critical accounting policies pertain
to the allowance for doubtful accounts receivable, self-insurance programs,
pension plans and accounting for business combinations.

Allowance for Doubtful Accounts

SYSCO evaluates the collectibility of accounts receivable and determines
the appropriate reserve for doubtful accounts based on a combination of factors.
In circumstances where the company is aware of a specific customer's inability
to meet its financial obligation, a specific allowance for doubtful accounts is
recorded to reduce the receivable to the net amount reasonably expected to be
collected. In addition, allowances are recorded for all other receivables based
on analysis of historical trends of write-offs and recoveries. The company
utilizes specific criteria to determine uncollectible receivables to be written
off, including bankruptcy, accounts referred to outside parties for collection
and accounts past due over specified periods. If the financial condition of
SYSCO's customers were to deteriorate, additional allowances may be required.

Self-Insurance Program

SYSCO maintains a self-insurance program covering portions of workers'
compensation, group medical, general liability and vehicle liability costs. The
amounts in excess of the self-insured levels are fully insured by third party
insurers. Liabilities associated with these risks are estimated in part by
considering historical claims experience, demographic factors, severity factors
and other actuarial assumptions. Projections of future loss expenses are
inherently uncertain because of the random nature of insurance claims
occurrences and could be significantly affected if future occurrences and claims
differ from these assumptions and historical trends. In an attempt to mitigate
the risks of workers' compensation, vehicle and general liability claims, safety
procedures and awareness programs have been implemented.

Pension Plans

SYSCO maintains defined benefit and defined contribution retirement plans
for its employees. The company also contributes to various multi-employer plans
under collective bargaining agreements. SYSCO maintains a qualified retirement
plan (Retirement Plan) for its employees which pays benefits to employees at
retirement, using formulas based on a participant's years of service and
compensation. SYSCO also maintains a non-qualified, unfunded Supplemental
Executive Retirement Plan (SERP) which provides additional retirement benefits
to certain key employees. In order to meet its obligations under the SERP, the
company maintains life insurance policies on the lives of participants. SYSCO is
the sole owner and beneficiary of such policies, which are excluded from plan
assets in arriving at prepaid (accrued) benefit cost. Cash surrender values of
such policies were $87,104,000 at July 3, 2004 and $74,730,000 at June 28, 2003.

SYSCO accounts for its defined benefit pension plans in accordance with
Statement of Financial Accounting Standards (SFAS) No. 87, "Employers'
Accounting for Pensions," as amended by SFAS No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits -- an amendment

22
<PAGE>

of FASB Statements No. 87, 88, and 106." These statements require that the
amounts recognized in the financial statements be determined on an actuarial
basis. Three of the more critical assumptions in the actuarial calculations are
the discount rate for determining the current value of plan benefits, the
assumption for the rate of increase in future compensation levels and the
expected rate of return on plan assets.

For guidance in determining the discount rate, SYSCO refers to rates of
return on high-quality fixed-income investments, including, among other items,
Moody's long-term AA corporate bond yields. The discount rate utilized by SYSCO
was 6.25% and 6.00% as of July 3, 2004 and June 28, 2003, respectively. The
discount rate assumption is reviewed annually and revised as deemed appropriate,
as it was at July 3, 2004, when the discount rate was increased to 6.25% from
6.00% and at June 28, 2003 when the discount rate was reduced to 6.00% from
7.25%.

The discount rate assumption utilized impacts the recorded amount of net
pension costs. The 1.25% decrease in the discount rate used at June 28, 2003
increased SYSCO's net pension costs for fiscal 2004 by approximately
$37,000,000. The increase in the discount rate of 0.25% at July 3, 2004 will
decrease SYSCO's net pension costs for fiscal 2005 by approximately $9,500,000.

SYSCO looks to actual plan experience in determining the rates of increase
in compensation levels. SYSCO used a plan specific age-related set of rates
(equivalent to a single rate of 5.89%) for the Retirement Plan, as of July 3,
2004 and June 28, 2003. The SERP assumes annual salary increases of 10% through
fiscal 2007 and 7% thereafter as of July 3, 2004 and annual salary increases of
8% through fiscal 2005 and 7% thereafter as of June 28, 2003.

The expected long-term rate of return on plan assets of the Retirement Plan
was 9.00% and 9.50% as of July 3, 2004 and June 28, 2003, respectively. The
expectations of future returns are derived from a mathematical asset model that
incorporates assumptions as to the various asset class returns, reflecting a
combination of rigorous historical performance analysis and the forward-looking
views of the financial markets regarding the yield on long-term bonds and the
historical returns of the major stock markets. Although not determinative of
future returns, the effective annual rate of return on plan assets, developed
using geometric/compound averaging, was approximately 10.6%, 8.5%, 3.6% and
21.9% over the 20-year, 10-year, 5-year and 1-year periods ended December 31,
2003, respectively. In addition, in nine of the last fifteen years, the actual
return on plan assets has exceeded 9.00%. The rate of return assumption is
reviewed annually and revised as deemed appropriate, as it was for fiscal 2004
when the expected return was reduced to 9.00% from 9.50%.

The expected return on plan assets impacts the recorded amount of net
pension costs. The 0.50% decrease in the assumed rate of return in fiscal 2004
increased SYSCO's net pension costs for fiscal 2004 by approximately $3,400,000.
A 1.0% increase (decrease) in the assumed rate of return for fiscal 2005 would
decrease (increase) SYSCO's net pension costs for fiscal 2005 by approximately
$9,200,000.

Minimum pension liability adjustments are recorded so that the recorded
pension liability is at least equal to the accumulated benefit obligation.
Minimum pension liability adjustments are non-cash adjustments that are
reflected as an increase (or decrease) in the pension liability and an
offsetting charge to shareholders' equity, net of tax, through comprehensive
income (or loss).

During fiscal 2004, a minimum pension liability adjustment of $266,075,000
was recorded as a debit to the company's net pension balance as of July 3, 2004.
Of this adjustment, $267,535,000 was recorded to reverse all minimum pension
liability adjustments recorded in prior years related to the Retirement Plan. At
July 3, 2004, the fair value of plan assets of the Retirement Plan exceeded the
accumulated benefit obligation, eliminating the need for a minimum pension
liability adjustment. The change in the company's funded position related to the
Retirement Plan was due primarily to the better than expected return on plan
assets in fiscal 2004 of approximately $111,127,000 as compared to an expected
return of approximately $61,148,000, voluntary contribution to the qualified
pension trust in fiscal 2004 of $160,000,000 and the increase in the discount
rate at July 3, 2004 to 6.25%. At July 3, 2004, the accumulated benefit
obligation of the SERP continued to exceed the fair value of plan assets and
required an additional minimum pension liability adjustment of $1,460,000 during
fiscal 2004 to increase the accrued pension cost related to the SERP.

23
<PAGE>

During fiscal 2003, a minimum pension liability adjustment of $193,819,000
was recorded as a credit to the company's net pension balance as of June 28,
2003. This adjustment was due to the company's accumulated benefit obligations
exceeding the fair value of plan assets for both the Retirement Plan and the
SERP and was due to lower than expected returns on plan assets and the decrease
in the discount rate at June 28, 2003 to 6.00%.

Amounts reflected in accumulated other comprehensive income (loss) related
to minimum pension liability, net of tax, were ($20,733,000) as of July 3, 2004,
and ($185,118,000) as of June 28, 2003.

The company's prepaid pension cost prior to the recognition of the
additional minimum pension liability was $142,620,000 and $91,340,000 at July 3,
2004 and June 28, 2003, respectively. Included in arriving at accrued benefit
cost as of July 3, 2004 and June 28, 2003, respectively, are $454,468,000 and
$493,829,000 in deferred net actuarial losses resulting from the variance of
actual experience from that projected by actuarial assumptions. A portion of
this unrecognized loss is amortized and recognized in accordance with SFAS No.
87 in net pension costs over time.

The company recognized net pension costs of $114,232,000, net of an
expected asset return of $61,148,000, $74,288,000, net of an expected asset
return of $46,462,000, and $51,336,000, net of an expected asset return of
$43,053,000 for fiscal years 2004, 2003 and 2002, respectively. Changes in the
assumptions together with the normal growth of the plan and the impact of
actuarial losses from prior periods, increased net pension costs $39,944,000 in
fiscal 2004 and is expected to decrease net pension costs in fiscal 2005 by
approximately $7,374,000.

The company made cash contributions to its pension plans of $165,512,000
and $164,565,000 in fiscal years 2004 and 2003, respectively, including
voluntary contributions to the Retirement Plan of $160,000,000 in each of fiscal
2004 and fiscal 2003. In fiscal 2005, as in the previous years, contributions to
the Retirement Plan will not be required to meet ERISA minimum funding
requirements but the company anticipates that it will make voluntary
contributions of approximately $80,000,000. The estimated fiscal 2005
contributions to fund benefit payments for the SERP and other post-retirement
plans are $6,294,000 and $362,000, respectively.

Accounting for Business Combinations

Goodwill and intangible assets represent the excess of consideration over
the fair value of tangible net assets acquired. Certain assumptions and
estimates are employed in determining the fair value of assets acquired,
including goodwill and other intangible assets, as well as determining the
allocation of goodwill to the appropriate reporting unit. In addition, SYSCO
assesses the recoverability of these intangibles by determining whether the fair
values of the applicable reporting units exceed their carrying values. The
evaluation of fair value requires the use of projections, estimates and
assumptions as to the future performance of the operations in performing a
discounted cash flow analysis, as well as assumptions regarding sales and
earnings multiples that would be applied in comparable acquisitions in the
industry. Actual results could differ from these assumptions and projections,
resulting in the company revising its assumptions and, if required, recognizing
an impairment loss.

NEW ACCOUNTING STANDARDS

SYSCO adopted the provisions of Emerging Issues Task Force (EITF) Issue No.
00-21, "Revenue Arrangements with Multiple Deliverables," effective at the
beginning of fiscal 2004. EITF 00-21 addresses how to account for revenue
arrangements with multiple deliverables and provides guidance relating to when
such arrangements should be divided into components for revenue recognition
purposes. The adoption of this consensus did not have a material impact on
SYSCO's consolidated financial statements.

SYSCO adopted the provisions of FASB Interpretation No. 46, "Consolidation
of Variable Interest Entities, an Interpretation of Accounting Research Bulletin
(ARB) No. 51," effective at the beginning of fiscal 2004. This interpretation
introduces a new consolidation model, the variable interests model, which
determines control (and consolidation) based on potential variability in gains
and losses of the entity being

24
<PAGE>

evaluated for consolidation. The adoption of this interpretation did not have a
material impact on SYSCO's consolidated financial statements.

SYSCO adopted the provisions of SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity,"
effective at the beginning of fiscal 2004. SFAS No. 150 establishes standards
for how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. The adoption of this statement
did not have a material effect on SYSCO's consolidated financial statements.

SYSCO adopted the disclosure provisions of SFAS No. 132 (revised 2003),
"Employers' Disclosures about Pensions and Other Postretirement Benefits," in
the third quarter of fiscal 2004. The standard requires that companies provide
additional financial statement disclosures for defined benefit plans in annual
and interim financial statements, which are found under the discussion of
"Employee Benefit Plans" in the Notes to Consolidated Financial Statements.

In March 2004, the FASB issued an Exposure Draft, "Share-Based Payment, an
Amendment of Statements No. 123 and 95." The proposed change in accounting would
replace existing requirements under SFAS No. 123, "Accounting for Stock-Based
Compensation" and APB Opinion No. 25, "Accounting for Stock Issued to
Employees." Under the proposal, all forms of share-based payments to employees,
including employee stock options, would be expensed, recognizing the cost in the
income statement. The expense of each award would generally be measured at fair
value at the grant date. As proposed, SYSCO would have to adopt the new
statement beginning in Fiscal 2006. The adoption of this proposed standard is
expected to have a material impact on SYSCO's consolidated financial statements,
as the company currently accounts for its stock compensation plans using the
intrinsic value method provided by APB No. 25 and thus has not recorded any
compensation expense with respect to stock option grants to date.

RISK FACTORS

Low Margin Business; Inflation and Economic Sensitivity

The foodservice distribution industry is characterized by relatively high
inventory turnover with relatively low profit margins. SYSCO makes a significant
portion of its sales at prices that are based on the cost of products it sells
plus a percentage markup. As a result, SYSCO's profit levels may be negatively
impacted during periods of product cost deflation, even though SYSCO's gross
profit percentage may remain relatively constant. Prolonged periods of product
cost inflation may also have a negative impact on the company's profit margins
and earnings to the extent such product cost increases are not passed on to
customers due to resistance to higher prices. The foodservice industry is
sensitive to national and regional economic conditions. Inflation, fuel costs
and other factors affecting consumer confidence and the frequency and amount
spent by consumers for food prepared away from home may negatively impact
SYSCO's sales and operating results. SYSCO's operating results are also
sensitive to, and may be adversely affected by, other factors, including
difficulties with the collectability of accounts receivable, competitive price
pressures, severe weather conditions and unexpected increases in fuel or other
transportation-related costs. Although these factors have not had a material
adverse impact on SYSCO's past operations, there can be no assurance that one or
more of these factors will not adversely affect future operating results.

Leverage and Debt Service

Because historically a substantial part of SYSCO's growth has been the
result of acquisitions and capital expansion, SYSCO's continued growth depends,
in large part, on its ability to continue this expansion. As a result, its
inability to finance acquisitions and capital expenditures through borrowed
funds could restrict its ability to expand. Moreover, any default under the
documents governing the indebtedness of SYSCO could have a significant adverse
effect on the market value of SYSCO's common stock. Further, SYSCO's leveraged
position may also increase its vulnerability to competitive pressures.

25
<PAGE>

Product Liability Claims

SYSCO, like any other seller of food, faces the risk of exposure to product
liability claims in the event that the use of products sold by the company
causes injury or illness. With respect to product liability claims, SYSCO
believes it has sufficient primary or excess umbrella liability insurance.
However, this insurance may not continue to be available at a reasonable cost,
or, if available, may not be adequate to cover all of SYSCO's liabilities. SYSCO
generally seeks contractual indemnification and insurance coverage from parties
supplying its products, but this indemnification or insurance coverage is
limited, as a practical matter, to the creditworthiness of the indemnifying
party and the insured limits of any insurance provided by suppliers. If SYSCO
does not have adequate insurance or contractual indemnification available,
product liability relating to defective products could materially reduce SYSCO's
net earnings and earnings per share.

Interruption of Supplies

SYSCO obtains substantially all of its foodservice and related products
from third party suppliers. For the most part, SYSCO does not have long-term
contracts with its suppliers committing them to provide products to SYSCO.
Although SYSCO's purchasing volume can provide leverage when dealing with
suppliers, suppliers may not provide the foodservice products and supplies
needed by SYSCO in the quantities requested. Because SYSCO does not control the
actual production of the products it sells, it is also subject to delays caused
by interruption in production based on conditions outside its control. These
conditions include job actions or strikes by employees of suppliers, weather,
crop conditions, transportation interruptions, and natural disasters or other
catastrophic events. SYSCO's inability to obtain adequate supplies of its
foodservice and related products as a result of any of the foregoing factors or
otherwise, could mean that SYSCO could not fulfill its obligations to customers,
and customers may turn to other distributors.

Labor Relations

As of July 3, 2004, approximately 9,100 employees at 51 operating companies
were members of 59 different local unions associated with the International
Brotherhood of Teamsters and other labor organizations. In fiscal 2005, 12
agreements covering approximately 1,900 employees will expire. Failure of the
operating companies to effectively renegotiate these contracts could result in
work stoppages. Although SYSCO's operating subsidiaries have not experienced any
significant labor disputes or work stoppages to date, and SYSCO believes they
have satisfactory relationships with their unions, a work stoppage due to
failure of one or more operating subsidiaries to renegotiate a union contract,
or otherwise, could have a material adverse effect on SYSCO.

Integration of Acquired Companies

If SYSCO is unable to integrate acquired businesses successfully and
realize anticipated economic, operational and other benefits in a timely manner,
its profitability may decrease. Integration of an acquired business may be more
difficult when SYSCO acquires a business in a market in which it has limited or
no expertise, or with a corporate culture different from SYSCO's. If SYSCO is
unable to integrate acquired businesses successfully, it may incur substantial
costs and delays in increasing its customer base. In addition, the failure to
integrate acquisitions successfully may divert management's attention from
SYSCO's existing business and may damage SYSCO's relationships with its key
customers and suppliers.

Charter and Stockholder Rights Plan

Under its Restated Certificate of Incorporation, SYSCO's Board of Directors
is authorized to issue up to 1.5 million shares of preferred stock without
stockholder approval. Issuance of these shares could make it more difficult for
anyone to acquire SYSCO without approval of the Board of Directors, depending on
the rights and preferences of the stock issued. In addition, if anyone attempts
to acquire SYSCO without approval of the Board of Directors of SYSCO, the
stockholders of SYSCO have the right to purchase preferred stock of SYSCO
pursuant to its Stockholder Rights Plan, which could result in substantial
dilution to a potential

26
<PAGE>

acquiror. The existence of either of these provisions could deter hostile
takeover attempts that might result in an acquisition of SYSCO that could
otherwise have been financially beneficial to SYSCO's stockholders.

FORWARD-LOOKING STATEMENTS

Certain statements made herein that look forward in time or express
management's expectations or beliefs with respect to the occurrence of future
events are forward-looking statements under the Private Securities Litigation
Reform Act of 1995. They include statements about SYSCO's ability to increase
its market share and sales, long-term debt to capitalization target ratios,
anticipated capital expenditures, timing and expected benefits of the National
Supply Chain initiative and related regional distribution centers, and SYSCO's
ability to meet future cash requirements and remain profitable.

These statements are based on management's current expectations and
estimates; actual results may differ materially due in part to the risk factors
discussed above. In addition, SYSCO's ability to increase its market share and
sales, meet future cash requirements and remain profitable could be affected by
conditions in the economy and the industry and internal factors such as the
ability to control expenses. The ability to meet long-term debt to
capitalization target ratios may also be affected by share repurchases, cash
flow, acquisitions and internal growth.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

SYSCO manages its debt portfolio to achieve an overall desired position of
fixed and floating rates and may employ interest rate swaps as a tool to achieve
that goal. The major risks from interest rate derivatives include changes in the
interest rates affecting the fair value of such instruments, potential increases
in interest expense due to market increases in floating interest rates and the
creditworthiness of the counterparties in such transactions.

At July 3, 2004, the company had outstanding $73,834,000 of commercial
paper at variable rates of interest with maturities through October 7, 2004. The
company's total long-term debt obligations of $1,394,326,000 were primarily at
fixed rates of interest. In addition, the company has entered into interest rate
swap agreements totaling $500,000,000 in notional amount whereby the company
receives interest payments at fixed rates of interest and pays interest at
variable rates. The following tables present the company's interest rate
position as of July 3, 2004. All amounts are stated in U.S. dollar equivalents.

27
<PAGE>

<Table>
<Caption>
INTEREST RATE POSITION AS OF JULY 3, 2004
PRINCIPAL AMOUNT BY EXPECTED MATURITY
AVERAGE INTEREST RATE
-----------------------------------------------------------------------------------------
FAIR
2005 2006 2007 2008 2009 THEREAFTER TOTAL VALUE
-------- -------- -------- -------- ------ ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. $ Denominated:
Fixed Rate Debt...... $162,734 $417,062 $105,093 $ 3,226 $1,442 $675,498 $1,365,055 $1,424,411
Average Interest
Rate............. 6.3% 4.1% 7.1% 7.9% 5.5% 5.9% 5.5%
Floating Rate Debt... $ -- $ -- $ -- $ -- $ -- $ 15,000 $ 15,000 $ 15,000
Average Interest
Rate............. -- -- -- -- -- 1.4% 1.4%
Canadian $
Denominated:
Fixed Rate Debt...... $ 99 $ 196 $ 287 $ 316 $ 350 $ 18,453 $ 19,701 $ 20,558
Average Interest
Rate............. 9.4% 9.8% 9.8% 9.8% 9.8% 9.8% 9.8%
Floating Rate Debt... $ 73,834 $ -- $ -- $ -- $ -- $ -- $ 73,834 $ 73,834
Average Interest
Rate............. 2.2% -- -- -- -- -- 2.2%
</Table>

<Table>
<Caption>
INTEREST RATE POSITION AS OF JULY 3, 2004
NOTIONAL AMOUNT BY EXPECTED MATURITY
AVERAGE INTEREST SWAP RATE
-----------------------------------------------------------------------------------------
FAIR
2005 2006 2007 2008 2009 THEREAFTER TOTAL VALUE
-------- -------- -------- -------- ------ ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest Rate Swaps
Related to Debt:
Pay variable/receive
fixed.............. $ -- $ -- $200,000 $100,000 $ -- $ -- $ 300,000 $ (4,964)
Average variable rate
paid:
Rate A plus........ -- -- 0.46% 0.43% -- -- 0.45%
Fixed rate
received........... -- -- 7.00% 7.25% -- -- 7.08%
Pay variable/receive
fixed.............. $ -- $ -- $ -- $ -- $ -- $200,000 $ 200,000 $ (466)
Average variable rate
paid:
Rate B minus....... -- -- -- -- -- 0.62% 0.62%
Fixed rate
received........... -- -- -- -- -- 4.60% 4.60%
</Table>

- ---------------

Rate A -- six-month LIBOR averaged over a six month period

Rate B -- six-month LIBOR in arrears

28
<PAGE>

At June 28, 2003 the company had outstanding $151,748,000 of commercial
paper at variable rates of interest with maturities through October 2, 2003. The
company's total long-term debt obligations of $1,270,414,000 were primarily at
fixed rates of interest. At June 28, 2003, the company had no interest rate swap
agreements outstanding. The following table presents the company's interest rate
position as of June 28, 2003. All amounts are stated in U.S. dollar equivalents.

<Table>
<Caption>
INTEREST RATE POSITION AS OF JUNE 28, 2003
PRINCIPAL AMOUNT BY EXPECTED MATURITY
AVERAGE INTEREST RATE
-------------------------------------------------------------------------------------------------
FAIR
2004 2005 2006 2007 2008 THEREAFTER TOTAL VALUE
-------- -------- -------- -------- ------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. $ Denominated:
Fixed Rate Debt....... $ 20,616 $157,328 $420,390 $103,380 $ 4,015 $478,236 $1,183,965 $1,319,714
Average Interest
Rate.............. 5.3% 6.5% 4.0% 7.2% 7.9% 6.4% 5.6%
Floating Rate Debt.... $ -- $ -- $ -- $ -- $49,926 $ 15,000 $ 64,926 $ 64,926
Average Interest
Rate.............. -- -- -- -- 1.2% 1.3% 1.3%
Canadian $
Denominated:
Fixed Rate Debt....... $ 331 $ 286 $ 377 $ 475 $ 512 $ 19,542 $ 21,523 $ 23,991
Average Interest
Rate.............. 6.5% 6.0% 7.1% 7.5% 7.6% 9.5% 9.3%
Floating Rate Debt.... $101,822 $ -- $ -- $ -- $ -- $ -- $ 101,822 $ 101,822
Average Interest
Rate.............. 3.4% -- -- -- -- -- 3.4%
</Table>

The company does not believe that its foreign operations expose it to
significant foreign exchange risk, since the exposure is limited primarily to
Canada which historically has had stable exchange rates, and for which the
amounts are not material on an overall basis to SYSCO.

29
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

SYSCO CORPORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<Table>
<Caption>
PAGE
----
<S> <C>
Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm... 31
Consolidated Balance Sheets............................... 32
Consolidated Results of Operations........................ 33
Consolidated Shareholders' Equity......................... 34
Consolidated Cash Flows................................... 35
Notes to Consolidated Financial Statements................ 36
Schedule:
II -- Valuation and Qualifying Accounts................... S-1
</Table>

All other schedules are omitted because they are not applicable or the
information is set forth in the consolidated financial statements or notes
thereto.

30
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors
SYSCO Corporation

We have audited the accompanying consolidated balance sheets of SYSCO
Corporation (a Delaware corporation) and subsidiaries as of July 3, 2004 and
June 28, 2003, and the related statements of consolidated results of operations,
shareholders' equity and cash flows for each of the three years in the period
ended July 3, 2004. Our audits also included the financial statement schedule at
Item 15(a), No. 2. These financial statements and schedule are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
SYSCO Corporation and subsidiaries as of July 3, 2004 and June 28, 2003, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended July 3, 2004 in conformity with U.S. generally
accepted accounting principles. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

ERNST & YOUNG LLP

Houston, Texas
August 16, 2004

31
<PAGE>

SYSCO

CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
JULY 3, 2004 JUNE 28, 2003
------------ -------------
(IN THOUSANDS EXCEPT FOR
SHARE DATA)
<S> <C> <C>
ASSETS
Current assets
Cash...................................................... $ 199,706 $ 337,447
Accounts and notes receivable, less allowances of $34,175
and $35,005............................................. 2,189,127 2,009,627
Inventories............................................... 1,404,410 1,230,080
Prepaid expenses.......................................... 54,903 52,380
Prepaid income taxes...................................... 3,265 --
---------- ----------
Total current assets............................... 3,851,411 3,629,534
Plant and equipment at cost, less depreciation.............. 2,166,809 1,922,660
Other assets
Goodwill and intangibles, less amortization............... 1,218,700 1,113,960
Restricted cash........................................... 169,326 83,807
Prepaid pension cost...................................... 243,996 --
Other..................................................... 197,390 186,560
---------- ----------
Total other assets................................. 1,829,412 1,384,327
---------- ----------
Total assets................................................ $7,847,632 $6,936,521
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Notes payable............................................. $ 73,834 $ 101,822
Accounts payable.......................................... 1,742,578 1,637,505
Accrued expenses.......................................... 724,970 624,451
Income taxes.............................................. -- 9,193
Deferred taxes............................................ 422,419 307,211
Current maturities of long-term debt...................... 162,833 20,947
---------- ----------
Total current liabilities.......................... 3,126,634 2,701,129
Other liabilities
Long-term debt............................................ 1,231,493 1,249,467
Deferred taxes............................................ 686,705 498,396
Other long-term liabilities............................... 238,294 289,998
---------- ----------
Total other liabilities............................ 2,156,492 2,037,861
Contingencies
Shareholders' equity
Preferred stock, par value $1 per share
Authorized 1,500,000 shares, issued none................ -- --
Common stock, par value $1 per share
Authorized shares 2,000,000,000 at July 3, 2004,
1,000,000,000 at June 28, 2003; issued 765,174,900
shares................................................ 765,175 765,175
Paid-in capital........................................... 332,041 249,235
Retained earnings......................................... 3,959,714 3,373,853
Accumulated other comprehensive income (loss)............. 17,640 (152,381)
---------- ----------
5,074,570 4,235,882
Less cost of treasury stock, 128,639,869 and 121,517,325
shares.................................................. 2,510,064 2,038,351
---------- ----------
Total shareholders' equity......................... 2,564,506 2,197,531
---------- ----------
Total liabilities and shareholders' equity.................. $7,847,632 $6,936,521
========== ==========
</Table>

See Notes to Consolidated Financial Statements

32
<PAGE>

SYSCO

CONSOLIDATED RESULTS OF OPERATIONS

<Table>
<Caption>
YEAR ENDED
--------------------------------------------
JULY 3, 2004
(53 WEEKS) JUNE 28, 2003 JUNE 29, 2002
------------ ------------- -------------
(IN THOUSANDS EXCEPT FOR SHARE DATA)
<S> <C> <C> <C>
Sales................................................. $29,335,403 $26,140,337 $23,350,504
Costs and expenses
Cost of sales....................................... 23,661,514 20,979,556 18,722,163
Operating expenses.................................. 4,141,230 3,836,507 3,467,379
Interest expense.................................... 69,880 72,234 62,897
Other, net.......................................... (12,365) (8,347) (2,805)
----------- ----------- -----------
Total costs and expenses.................... 27,860,259 24,879,950 22,249,634
----------- ----------- -----------
Earnings before income taxes.......................... 1,475,144 1,260,387 1,100,870
Income taxes.......................................... 567,930 482,099 421,083
----------- ----------- -----------
Net earnings.......................................... $ 907,214 $ 778,288 $ 679,787
=========== =========== ===========
Net earnings:
Basic earnings per share............................ $ 1.41 $ 1.20 $ 1.03
Diluted earnings per share.......................... 1.37 1.18 1.01
</Table>

See Notes to Consolidated Financial Statements

33
<PAGE>

SYSCO

CONSOLIDATED SHAREHOLDERS' EQUITY

<Table>
<Caption>
ACCUMULATED
COMMON STOCK OTHER TREASURY STOCK
---------------------- PAID-IN RETAINED COMPREHENSIVE ------------------------
SHARES AMOUNT CAPITAL EARNINGS INCOME (LOSS) SHARES AMOUNT
----------- -------- -------- ---------- ------------- ----------- ----------
(IN THOUSANDS EXCEPT FOR SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at June 30,
2001................... 765,174,900 $765,175 $186,818 $2,415,160 $ (5,624) 100,037,236 $1,260,994
Net earnings for year
ended June 29, 2002.... 679,787
Dividends declared....... (225,530)
Treasury stock
purchases.............. 18,000,000 473,558
Treasury stock issued for
acquisitions........... 12,517 (1,116,303) (12,251)
Stock options
exercised.............. (10,750) (2,650,714) (32,837)
Employees' Stock Purchase
Plan................... 17,030 (1,784,529) (24,104)
Management Incentive
Plan................... 12,276 (851,087) (10,831)
Minimum pension liability
adjustment............. (59,811)
----------- -------- -------- ---------- --------- ----------- ----------
Balance at June 29,
2002................... 765,174,900 $765,175 $217,891 $2,869,417 $ (65,435) 111,634,603 $1,654,529
Net earnings for year
ended June 28, 2003.... 778,288
Dividends declared....... (273,852)
Treasury stock
purchases.............. 16,500,000 478,471
Treasury stock issued for
acquisitions........... 6,984 (951,127) (9,270)
Disqualifying
dispositions........... 8,386
Stock options
exercised.............. (8,895) (2,918,905) (42,588)
Employees' Stock Purchase
Plan................... 14,410 (1,886,090) (29,809)
Management Incentive
Plan................... 10,459 (861,156) (12,982)
Minimum pension liability
adjustment............. (119,683)
Foreign currency
translation
adjustment............. 32,737
----------- -------- -------- ---------- --------- ----------- ----------
Balance at June 28,
2003................... 765,174,900 $765,175 $249,235 $3,373,853 $(152,381) 121,517,325 $2,038,351
Net earnings for year
ended July 3, 2004..... 907,214
Dividends declared....... (321,353)
Treasury stock
purchases.............. 16,884,300 623,653
Treasury stock issued for
acquisitions........... 21,582 (2,007,089) (20,411)
Disqualifying
dispositions........... 26,763
Stock options
exercised.............. 4,007 (5,193,289) (86,745)
Employees' Stock Purchase
Plan................... 18,540 (1,620,535) (28,833)
Management Incentive
Plan................... 11,914 (940,843) (15,951)
Minimum pension liability
adjustment............. 164,385
Foreign currency
translation
adjustment............. 5,636
----------- -------- -------- ---------- --------- ----------- ----------
Balance at July 3,
2004................... 765,174,900 $765,175 $332,041 $3,959,714 $ 17,640 128,639,869 $2,510,064
=========== ======== ======== ========== ========= =========== ==========
</Table>

See Notes to Consolidated Financial Statements

34
<PAGE>

SYSCO

CONSOLIDATED CASH FLOWS

<Table>
<Caption>
YEAR ENDED
--------------------------------------------
JULY 3, 2004
(53 WEEKS) JUNE 28, 2003 JUNE 29, 2002
------------ ------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings.............................................. $ 907,214 $ 778,288 $ 679,787
Add non-cash items:
Depreciation and amortization.......................... 283,595 273,142 278,251
Deferred tax provision................................. 608,152 481,330 263,492
Provision for losses on receivables.................... 27,377 27,133 25,904
Additional investment in certain assets and liabilities,
net of effect of businesses acquired:
(Increase) in receivables.............................. (177,058) (218,150) (32,360)
(Increase) in inventories.............................. (162,502) (69,959) (17,804)
(Increase) in prepaid expenses......................... (2,183) (9,509) (680)
Increase (decrease) in accounts payable................ 95,874 237,360 (357)
Increase (decrease) in accrued expenses and other
long-term liabilities................................ 26,488 (85,294) (23,403)
(Decrease) in accrued income taxes..................... (392,197) (33,121) (81,736)
(Increase) in other assets............................. (25,238) (8,380) (6,114)
---------- ---------- ----------
Net cash provided by operating activities................. 1,189,522 1,372,840 1,084,980
---------- ---------- ----------
Cash flows from investing activities:
Additions to plant and equipment.......................... (530,086) (435,637) (416,393)
Proceeds from sales of plant and equipment................ 15,851 14,629 20,711
Acquisition of businesses, net of cash acquired........... (79,247) (209,010) (234,618)
Increase in restricted cash............................... (90,329) (51,807) (32,000)
---------- ---------- ----------
Net cash used for investing activities.................... (683,811) (681,825) (662,300)
---------- ---------- ----------
Cash flows from financing activities:
Bank and commercial paper (repayments) borrowings......... (77,849) 85,224 (143,593)
Other debt borrowings (repayments)........................ 185,087 (12,098) 384,114
Cash from termination of interest rate swap............... 1,305 15,359 --
Common stock reissued from treasury....................... 167,652 101,312 86,328
Treasury stock purchases.................................. (608,506) (478,471) (473,558)
Dividends paid............................................ (309,540) (261,854) (213,275)
---------- ---------- ----------
Net cash used for financing activities.................... (641,851) (550,528) (359,984)
---------- ---------- ----------
Effect of exchange rates on cash............................ (1,601) (1,479) --
---------- ---------- ----------
Net (decrease) increase in cash............................. (137,741) 139,008 62,696
Cash at beginning of year................................... 337,447 198,439 135,743
---------- ---------- ----------
Cash at end of year......................................... $ 199,706 $ 337,447 $ 198,439
========== ========== ==========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest............................................... $ 68,481 $ 69,103 $ 61,354
Income taxes........................................... 344,414 28,747 239,792
</Table>

See Notes to Consolidated Financial Statements

35
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF ACCOUNTING POLICIES

BUSINESS AND CONSOLIDATION

Sysco Corporation (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-prepared-away-from-home" industry. These services are
performed for approximately 400,000 customers from 150 distribution facilities
located throughout the United States and Canada.

The accompanying financial statements include the accounts of SYSCO and its
subsidiaries. All significant intercompany transactions and account balances
have been eliminated. Certain amounts in the prior years have been reclassified
to conform to the fiscal 2004 presentation.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates that affect
the reported amounts of assets, liabilities, sales and expenses. Actual results
could differ from the estimates used.

ACCOUNTS RECEIVABLE

Accounts receivable consist primarily of trade receivables from customers
and receivables from suppliers for marketing or incentive programs. SYSCO
evaluates the collectibility of accounts receivable and determines the
appropriate reserve for doubtful accounts based on a combination of factors. In
circumstances where the company is aware of a specific customer's inability to
meet its financial obligation to SYSCO, a specific allowance for doubtful
accounts is recorded to reduce the receivable to the net amount reasonably
expected to be collected. In addition, allowances are recorded for all other
receivables based on an analysis of historical trends of write-offs and
recoveries. The company utilizes specific criteria to determine uncollectible
receivables to be written off including bankruptcy, accounts referred to outside
parties for collection and accounts past due over specified periods. The
allowance for doubtful accounts receivable was $34,175,000 as of July 3, 2004
and $35,005,000 as of June 28, 2003. Customer accounts written off, net of
recoveries, were $28,485,000 or 0.10% of sales, $24,771,000 or 0.09% of sales,
and $26,068,000 or 0.11% of sales for fiscal 2004, 2003 and 2002, respectively.

INVENTORIES

Inventories consisting primarily of finished goods include food and related
products held for resale and are valued at the lower of cost (first-in,
first-out method) or market. Elements of costs include the purchase price of the
product and freight charges to deliver the product to the company's warehouses
and are net of certain cash or non-cash consideration received from vendors (see
"Vendor Consideration").

PLANT AND EQUIPMENT

Capital additions, improvements and major replacements are classified as
plant and equipment and are carried at cost. Depreciation is recorded using the
straight-line method, which reduces the book value of each asset in equal
amounts over its estimated useful life. Maintenance, repairs and minor
replacements are charged to earnings when they are incurred. Upon the
disposition of an asset, its accumulated depreciation is deducted from the
original cost, and any gain or loss is reflected in current earnings.

Applicable interest charges incurred during the construction of new
facilities and development of software for internal use are capitalized as one
of the elements of cost and are amortized over the assets' estimated useful
lives. Interest capitalized for the past three years was $7,495,000 in 2004,
$5,244,000 in 2003 and $3,746,000 in 2002.

36
<PAGE>

A summary of plant and equipment, including the related accumulated
depreciation, appears below:

<Table>
<Caption>
ESTIMATED
JULY 3, 2004 JUNE 28, 2003 USEFUL LIVES
--------------- --------------- ------------
<S> <C> <C> <C>
Plant and equipment, at cost:
Land................................. $ 186,628,000 $ 174,959,000
Buildings and improvements........... 1,774,870,000 1,567,768,000 10-40 years
Fleet, equipment and software........ 2,021,326,000 1,860,410,000 3-20 years
--------------- ---------------
3,982,824,000 3,603,137,000
Accumulated depreciation............... (1,816,015,000) (1,680,477,000)
--------------- ---------------
Net plant and equipment................ $ 2,166,809,000 $ 1,922,660,000
=============== ===============
</Table>

Depreciation expense for the past three years was $273,030,000 in 2004,
$263,480,000 in 2003 and $243,498,000 in 2002.

LONG-LIVED ASSETS

Management reviews long-lived assets for indicators of impairment whenever
events or changes in circumstances indicate that the carrying value may not be
recoverable. Cash flows expected to be generated by the related assets are
estimated over the asset's useful life based on updated projections. If the
evaluation indicates that the carrying amount of the asset may not be
recoverable, the potential impairment is measured based on a projected
discounted cash flow model.

GOODWILL AND INTANGIBLES

Goodwill and intangibles represent the excess of cost over the fair value
of tangible net assets acquired. Intangibles with definite lives are amortized
over their useful lives. Goodwill is assigned to the reporting units that are
expected to benefit from the synergies of the combination. The recoverability of
goodwill and intangibles is assessed annually, or more frequently as needed when
events or changes have occurred that would suggest an impairment of carrying
value, by determining whether the fair values of the applicable reporting units
exceed their carrying values. The evaluation of fair value requires the use of
projections, estimates and assumptions as to the future performance of the
operations in performing a discounted cash flow analysis, as well as assumptions
regarding sales and earnings multiples that would be applied in comparable
acquisitions.

Goodwill and intangibles allocated by reportable segment are as follows:

<Table>
<Caption>
JULY 3, 2004 JUNE 28, 2003
-------------- --------------
<S> <C> <C>
Broadline............................................. $ 658,075,000 $ 626,931,000
SYGMA................................................. 61,851,000 34,435,000
Other................................................. 498,774,000 452,594,000
-------------- --------------
Total................................................. $1,218,700,000 $1,113,960,000
============== ==============
</Table>

The above amounts are presented net of accumulated amortization of
$145,975,000 and $141,731,000 as of July 3, 2004 and June 28, 2003,
respectively.

In accordance with Statement of Financial Accounting Standards (SFAS) No.
142, "Accounting for Goodwill and Other Intangible Assets," adopted in fiscal
2003, goodwill and intangibles with indefinite lives

37
<PAGE>

are not amortized. The following table provides comparative net earnings and
earnings per share had the non-amortization provision of SFAS No. 142 been in
effect for all periods presented:

<Table>
<Caption>
2004
(53 WEEKS) 2003 2002
------------ ------------ ------------
<S> <C> <C> <C>
Net earnings:
Reported net earnings.................... $907,214,000 $778,288,000 $679,787,000
Goodwill amortization, net of taxes...... -- -- 14,533,000
------------ ------------ ------------
Adjusted net earnings.................... $907,214,000 $778,288,000 $694,320,000
============ ============ ============
Basic earnings per share:
Reported basic earnings per share........ $ 1.41 $ 1.20 $ 1.03
Goodwill amortization, net of taxes...... -- -- 0.02
------------ ------------ ------------
Adjusted basic earnings per share........ $ 1.41 $ 1.20 $ 1.05
============ ============ ============
Diluted earnings per share:
Reported diluted earnings per share...... $ 1.37 $ 1.18 $ 1.01
Goodwill amortization, net of taxes...... -- -- 0.02
------------ ------------ ------------
Adjusted diluted earnings per share...... $ 1.37 $ 1.18 $ 1.03
============ ============ ============
</Table>

FOREIGN CURRENCY TRANSLATION

The assets and liabilities of all Canadian subsidiaries are translated at
current exchange rates. Related translation adjustments are recorded as a
component of accumulated other comprehensive income.

REVENUE RECOGNITION

The company recognizes revenue from the sale of a product when it is
considered to be realized or realizable and earned. The company determines these
requirements to be met at the point at which the product is delivered to the
customer. The company grants certain customers sales incentives such as rebates
or discounts and treats these as a reduction of sales at the time the sale is
recognized.

VENDOR CONSIDERATION

SYSCO recognizes consideration received from vendors when the services
performed in connection with the monies received are completed. There are
several types of cash consideration received from vendors. In many instances,
the vendor consideration is in the form of a specified amount per case or per
pound. In these instances, SYSCO will recognize the vendor consideration as a
reduction of cost of sales when the product is sold. In the situations where the
vendor consideration is not related directly to specific product purchases,
SYSCO will recognize these as a reduction of cost of sales when the earnings
process is complete, the related service is performed and the amounts realized.
In certain of these latter instances, the vendor consideration represents a
reimbursement of a specific incremental identifiable cost incurred by SYSCO. In
these cases, SYSCO classifies the consideration as a reduction of those costs
with any excess funds classified as a reduction of cost of sales and recognizes
these in the period where the costs are incurred and related services performed.

INSURANCE PROGRAM

SYSCO maintains a self-insurance program covering portions of workers'
compensation, group medical, general and vehicle liability costs. The amounts in
excess of the self-insured levels are fully insured by third party insurers.
Liabilities associated with these risks are estimated in part by considering
historical claims experience, demographic factors, severity factors and other
actuarial assumptions.

38
<PAGE>

STOCK-BASED COMPENSATION

SYSCO accounts for its stock compensation plans using the intrinsic value
method provided by Accounting Principles Board (APB) Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations under which no
compensation cost has been recognized for stock option grants.

Options issued before September 2001 generally vest over a five-year period
beginning on the date of grant if certain operating performance measures are
attained, or will vest fully nine and one-half years from the date of grant to
the extent not previously vested. Options issued in September 2001 and after
generally vest ratably over a specified five-year period.

The following table provides comparative pro forma net earnings and
earnings per share had compensation cost for these plans been determined using
the fair value method of SFAS No. 123, "Accounting for Stock-Based
Compensation," for all periods presented:

<Table>
<Caption>
2004
(53 WEEKS) 2003 2002
------------ ------------ ------------
<S> <C> <C> <C>
Net earnings:
Reported net earnings.................... $907,214,000 $778,288,000 $679,787,000
Stock-based compensation expense, net of
taxes................................. (61,484,000) (51,862,000) (37,344,000)
------------ ------------ ------------
Adjusted net earnings.................... $845,730,000 $726,426,000 $642,443,000
============ ============ ============
Basic earnings per share:
Reported basic earnings per share........ $ 1.41 $ 1.20 $ 1.03
Stock-based compensation expense, net of
taxes................................. (0.09) (0.08) (0.06)
------------ ------------ ------------
Adjusted basic earnings per share........ $ 1.32 $ 1.12 $ 0.97
============ ============ ============
Diluted earnings per share:
Reported diluted earnings per share...... $ 1.37 $ 1.18 $ 1.01
Stock-based compensation expense, net of
taxes................................. (0.09) (0.08) (0.06)
------------ ------------ ------------
Adjusted diluted earnings per share...... $ 1.28 $ 1.10 $ 0.95
============ ============ ============
</Table>

The weighted average fair value of options granted was $6.74, $6.88 and
$8.81 per share during fiscal 2004, 2003 and 2002, respectively. The fair value
on the date of grant was estimated using the Black-Scholes option pricing model
with the following weighted average assumptions for each fiscal year:

<Table>
<Caption>
2004 2003 2002
------- ------- -------
<S> <C> <C> <C>
Dividend yield............................................ 1.49% 1.45% 1.26%
Expected volatility....................................... 22% 25% 22%
Risk-free interest rate................................... 3.2% 2.7% 4.8%
Expected life............................................. 5 years 5 years 8 years
</Table>

The weighted average fair value of employee stock purchase rights issued
pursuant to the Employees' Stock Purchase Plan was $5.17, $4.14 and $3.96 per
share during fiscal 2004, 2003 and 2002, respectively. The fair value of the
stock purchase rights was calculated as the difference between the stock price
at date of issuance and the employee purchase price.

The pro forma presentation includes only options granted after 1995. The
pro forma effects for fiscal 2004, 2003 and 2002 are not necessarily indicative
of the pro forma effects in future years.

39
<PAGE>

SHIPPING AND HANDLING COSTS

Shipping and handling costs include costs associated with the selection of
products and delivery to customers. Included in operating expenses are shipping
and handling costs of approximately $1,624,552,000 in fiscal 2004,
$1,505,360,000 in fiscal 2003, and $1,328,428,000 in fiscal 2002.

INCOME TAXES

SYSCO follows the liability method of accounting for income taxes as
required by the provisions of SFAS No. 109, "Accounting for Income Taxes."

CASH FLOW INFORMATION

For cash flow purposes, cash includes cash equivalents such as time
deposits, certificates of deposit, short-term investments and all highly liquid
instruments with original maturities of three months or less.

ACQUISITIONS

During fiscal 2004, SYSCO or one of its subsidiaries acquired for cash
certain assets of two broadline foodservice operations, a specialty produce
distributor, and one quickservice operation. During fiscal 2003, SYSCO or one of
its subsidiaries acquired for cash a broadline foodservice operation, two
quickservice operations, a custom meat-cutting operation, a specialty
distributor of products to the Asian cuisine foodservice market and a
distributor of paper and chemical products. During fiscal 2002, SYSCO acquired
for cash and/or stock a custom meat-cutting operation, a company that supplies
products to the lodging industry and substantially all of the assets and certain
liabilities of a Canadian broadline foodservice operation.

During fiscal 2004, in the aggregate, the company paid cash of $79,247,000
and issued 2,007,089 shares with a value of $41,993,000 for acquisitions during
fiscal 2004 and for contingent consideration related to operations acquired in
previous fiscal years. In addition, escrowed funds related to certain
acquisitions in the amount of $4,810,000 were released to sellers during fiscal
2004.

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

The purchase price of the acquired entities is allocated to the net assets
acquired and liabilities assumed based on the estimated fair value at the dates
of acquisition, with any excess of cost over the fair value of net assets
acquired, including intangibles, recognized as goodwill. The balances included
in the Consolidated Balance Sheets related to recent acquisitions are based upon
preliminary information and are subject to change when final asset and liability
valuations are obtained. Material changes to the preliminary allocations are not
anticipated by management.

Certain acquisitions involve contingent consideration typically payable
only in the event that certain operating results are attained or certain
outstanding contingencies are resolved. Aggregate contingent consideration
amounts outstanding as of July 3, 2004 included approximately 1,273,000 shares
and $61,614,000 in cash, which, if distributed, could result in the recording of
up to $88,465,000 in additional goodwill. Such amounts typically are to be paid
out over periods of up to five years from the date of acquisition.

DERIVATIVE FINANCIAL INSTRUMENTS

SYSCO manages its debt portfolio by targeting an overall desired position
of fixed and floating rates and may employ interest rate swaps from time to time
to achieve this goal. The company does not use derivative financial instruments
for trading or speculative purposes.

In March 2002, SYSCO entered into an interest rate swap with $200,000,000
aggregate notional amount as a fair value hedge against 4.75% notes due July
2005. The swap effectively converted the fixed interest rate on the notes into a
floating rate of six-month LIBOR in arrears less 84.5 basis points, which was
designated as
40
<PAGE>

the respective benchmark interest rate on each of the interest payment dates
until maturity of the respective notes. In June 2003, SYSCO terminated this
agreement and received approximately $15,359,000, which represented the fair
value of the swap agreement at the time of termination.

In October 2003, SYSCO entered into $500,000,000 aggregate notional amount
of interest rate swaps as a fair value hedge against the 7.00% Senior Notes due
May 2006, 7.25% Senior Notes due April 2007 and 6.10% Senior Notes due June
2012. The swaps effectively converted the fixed interest rate on each of the
three series of notes into a floating rate of six-month LIBOR averaged over a
six month period plus 461, 430 and 171 basis points, respectively, which were
designated as the respective benchmark interest rates on each of the interest
payment dates until maturity of the respective notes.

In March 2004, SYSCO terminated the $200,000,000 aggregate notional amount
swap which was a fair value hedge against the 6.10% Senior Notes due June 2012
and received approximately $1,305,000 which represented the fair value of the
swap agreement at the time of termination.

In April 2004 and May 2004, SYSCO entered into two interest rate swaps each
with $100,000,000 aggregate notional amount as fair value hedges against the
4.60% Senior Notes due March 2014. The swaps effectively convert the fixed rate
on these notes into floating rates of six-month LIBOR in arrears less 52 and 72
basis points, respectively, which were designated as the respective benchmark
interest rates on each of the interest payment dates until maturity of the
notes.

The terms of the swap agreements and the hedged items are such that the
hedges are considered perfectly effective against changes in the fair value of
the debt due to changes in the benchmark interest rates over their terms. As a
result, the shortcut method provided by SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," is applied and there is no need to
periodically reassess the effectiveness of the hedges during the terms of the
swaps. Interest expense on the debt is adjusted to include payments made or
received under the hedge agreements. The fair value of the swaps is carried as
an asset or a liability on the Consolidated Balance Sheet and the carrying value
of the hedged debt is adjusted accordingly. The fair values of SYSCO's interest
rate swaps are the estimated amounts the company would receive or pay to
terminate the agreements as of the reporting dates. As of July 3, 2004, the fair
value of the outstanding swaps was a loss of $5,430,000, which is reflected in
Other Long-term Liabilities on the Consolidated Balance Sheet, and the carrying
amount of the related debt has been decreased by the same amount. There were no
outstanding swaps as of June 28, 2003.

The amount received upon termination of a swap is reflected as an increase
in the carrying value of the related debt to reflect its fair value at
termination. This increase in the carrying value of the debt is amortized as a
reduction of interest expense over the remaining term of the debt.

NEW ACCOUNTING STANDARDS

41
<PAGE>

tics of both liabilities and equity. The adoption of this statement did not have
a material effect on SYSCO's consolidated financial statements.

In March 2004, the FASB issued an Exposure Draft, "Share-Based Payment, an
Amendment of Statements No. 123 and 95." The proposed change in accounting would
replace existing requirements under SFAS No. 123, "Accounting for Stock-Based
Compensation" and APB Opinion No. 25, "Accounting for Stock Issued to
Employees." Under the proposal, all forms of share-based payments to employees,
including employee stock options, would be expensed, recognizing the cost in the
income statement. The expense of each award would generally be measured at fair
value at the grant date. As proposed, SYSCO would have to adopt the new
statement beginning in fiscal 2006. The adoption of this proposed standard is
expected to have a material impact on SYSCO's consolidated financial statements,
as the company currently accounts for its stock compensation plans using the
intrinsic value method provided by APB No. 25 and thus has not recorded any
compensation expense with respect to stock option grants to date.

ADDITIONAL FINANCIAL INFORMATION

INCOME TAXES

The income tax provisions for each fiscal year consist of the following:

<Table>
<Caption>
2004
(53 WEEKS) 2003 2002
------------ ------------ ------------
<S> <C> <C> <C>
United States federal income taxes......... $473,757,000 $408,902,000 $372,498,000
State, local and foreign income taxes...... 94,173,000 73,197,000 48,585,000
------------ ------------ ------------
Total...................................... $567,930,000 $482,099,000 $421,083,000
============ ============ ============
</Table>

Included in the income taxes charged to earnings are net deferred tax
provisions of $608,152,000, $481,330,000, and $263,492,000 in fiscal 2004, 2003
and 2002, respectively. The deferred tax provisions result from the effects of
net changes during the year in deferred tax assets and liabilities arising from
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes. In
addition to the deferred tax provision, changes in the deferred tax liability
balances from June 28, 2003 to July 3, 2004 were also impacted by minimum
pension liability adjustments (see "Employee Benefit Plans") and the
reclassification of deferred supply chain distributions from current deferred
tax liabilities to accrued income taxes based on the timing of when payments
related to these items become payable.

United States income taxes have not been provided on undistributed earnings
of Canadian subsidiaries. The company intends to permanently reinvest the
unremitted earnings of its Canadian subsidiaries in those businesses outside of
the United States and, therefore, has not provided for deferred income taxes on
such unremitted foreign earnings.

42
<PAGE>

Significant components of SYSCO's deferred tax assets and liabilities are
as follows:

<Table>
<Caption>
JULY 3, 2004 JUNE 28, 2003
-------------- -------------
<S> <C> <C>
Net long-term deferred tax liabilities (assets):
Deferred supply chain distributions.................. $ 340,737,000 $321,388,000
Excess tax depreciation and basis differences of
assets............................................ 373,369,000 301,515,000
Casualty insurance................................... (30,479,000) (27,169,000)
Deferred compensation................................ (31,343,000) (27,489,000)
Pension.............................................. 33,610,000 (86,859,000)
Other................................................ 811,000 17,010,000
-------------- ------------
Total net long-term deferred tax
liabilities................................ 686,705,000 498,396,000
-------------- ------------
Net current deferred tax liabilities (assets):
Deferred supply chain distributions.................. 473,970,000 409,662,000
Receivables.......................................... (23,123,000) (18,980,000)
Inventory............................................ (23,738,000) (19,181,000)
Net operating tax loss carryforward.................. (68,501,000) (104,342,000)
Other................................................ (4,690,000) (10,106,000)
-------------- ------------
Total net current deferred tax liabilities
before valuation allowances................ 353,918,000 257,053,000
Valuation allowances................................. 68,501,000 50,158,000
-------------- ------------
Total net current deferred tax liabilities... 422,419,000 307,211,000
-------------- ------------
Total net deferred tax liabilities..................... $1,109,124,000 $805,607,000
============== ============
</Table>

Deferred supply chain distributions are classified as current or deferred
tax liabilities based on when the related income tax payments will become
payable. Fiscal 2004 was the first fiscal year that these supply chain
distributions were recognized in taxable income since the company began
deferring these items for tax purposes as a result of the reorganization of its
supply chain in fiscal year 2001. As a result of the impact of these items and
other temporary differences, including the utilization of U.S. federal net
operating loss carryforwards, excess tax depreciation and pension contributions,
taxes paid during fiscal 2004 increased to $344,414,000 as compared to
$28,747,000 in fiscal 2003.

In fiscal 2003, the company had a U.S. federal net operating tax loss
primarily as a result of the deferral of the supply chain distributions. This
net operating loss carryforward was fully utilized in fiscal 2004. In addition,
the company had state and Canadian net operating losses at July 3, 2004 and June
28, 2003, respectively. The net operating losses outstanding at July 3, 2004
expire in fiscal years 2005 through 2020. A valuation allowance of $68,501,000
and $50,158,000 was recorded as of July 3, 2004 and June 28, 2003, respectively,
as management believes that it is more likely than not that the benefits of
these state and Canadian tax loss carryforwards will not be realized through
future taxable income.

Reconciliations of the statutory federal income tax rate to the effective
income tax rates for each fiscal year are as follows:

<Table>
<Caption>
2004 2003 2002
----- ----- -----
<S> <C> <C> <C>
United States statutory federal income tax rate............. 35.00% 35.00% 35.00%
State and local income taxes, net of federal income tax
benefit................................................... 3.21 3.07 2.42
Other....................................................... 0.29 0.18 0.83
----- ----- -----
38.50% 38.25% 38.25%
===== ===== =====
</Table>

The determination of the company's overall effective tax rate requires the
use of estimates. The effective tax rate is a combination of income earned and
taxed in the various U.S. federal and state, as well as Canadian

43
<PAGE>

federal and provincial jurisdictions. Jurisdictional tax law changes,
increases/decreases in permanent differences between book and tax items, tax
credits and the company's change in earnings from these taxing jurisdictions all
affect the overall effective tax rate.

RESTRICTED CASH

SYSCO is required by its insurers to collateralize the self-insured portion
of its workers' compensation and liability claims. SYSCO has chosen to satisfy
these collateral requirements by depositing funds in insurance trusts. In
addition, in certain acquisitions, SYSCO has placed funds into escrow to be
disbursed to certain sellers in the event that specified operating results are
attained or contingencies resolved.

A summary of restricted cash balances appears below:

<Table>
<Caption>
JULY 3, 2004 JUNE 28, 2003
------------ -------------
<S> <C> <C>
Funds deposited in insurance trusts....................... $147,329,000 $57,000,000
Escrow funds related to acquisitions...................... 21,997,000 26,807,000
------------ -----------
Total..................................................... $169,326,000 $83,807,000
============ ===========
</Table>

The increase in restricted cash from June 28, 2003 to July 3, 2004 was
primarily due to the deposit of $90,000,000 in insurance trusts due to a change
in underwriting requirements adopted by an insurer regarding the percentage of
overall risks required to be collateralized and to meet the collateral
requirements of a new insurer. Escrowed funds related to certain acquisitions in
the amount of $4,810,000 were released to sellers during fiscal 2004.

SHAREHOLDERS' EQUITY

On November 7, 2003, SYSCO's shareholders approved an amendment to SYSCO's
restated Certificate of Incorporation to increase the number of shares of common
stock that SYSCO will have the authority to issue to two billion shares, an
increase from the previous authorization of one billion shares.

Basic earnings per share have been computed by dividing net earnings by the
weighted average number of shares of common stock outstanding for each
respective year. Diluted earnings per share have been computed by dividing net
earnings by the weighted average number of shares of common stock outstanding
during those respective years adjusted for the dilutive effect of stock options
outstanding using the treasury stock method.

A reconciliation of the numerators and the denominators of the basic and
diluted per share computations for the periods presented follows:

<Table>
<Caption>
2004
(53 WEEKS) 2003 2002
------------ ------------ ------------
<S> <C> <C> <C>
Numerator:
Income available to common
shareholders.......................... $907,214,000 $778,288,000 $679,787,000
============ ============ ============
Denominator:
Weighted-average basic shares
outstanding........................... 642,688,614 650,600,652 661,808,432
Dilutive effect of employee and director
stock options......................... 19,230,620 10,934,730 11,637,351
------------ ------------ ------------
Weighted-average diluted shares
outstanding........................... 661,919,234 661,535,382 673,445,783
============ ============ ============
Basic earnings per share................... $ 1.41 $ 1.20 $ 1.03
Diluted earnings per share................. 1.37 1.18 1.01
</Table>

The number of options which were not included in the diluted earnings per
share calculation because the effect would have been anti-dilutive was
approximately zero, 13,620,000 and 365,000 for fiscal 2004, 2003 and 2002,
respectively.

44
<PAGE>

Dividends declared were $321,353,000, $273,852,000 and $225,530,000 in
fiscal 2004, 2003 and 2002, respectively. Included in dividends declared for
each year were dividends declared but not yet paid at year end of approximately
$83,000,000, $71,000,000 and $59,000,000, in fiscal 2004, 2003 and 2002,
respectively.

In May 1986, the Board of Directors adopted a Warrant Dividend Plan
designed to protect against those unsolicited attempts to acquire control of
SYSCO that the Board believes are not in the best interests of the shareholders.
In May 1996, the Board of Directors adopted an Amended and Restated Rights
Agreement (the Plan) to replace the Warrant Dividend Plan and, among other
things, extend the expiration of the Plan through May 2006. The Board adopted
further amendments in May 1999. The Plan provides for an initial dividend
distribution (which took place in 1996) and subsequent issuances of Preferred
Stock Purchase Rights (Rights) concurrently with future common share issuances
such that, prior to any adjustments, each outstanding share of SYSCO common
stock would be associated with one Right. After adjustments for common stock
splits, there is now one quarter of a Right associated with each common share.

The Rights will not be exercisable until a public announcement is made that
a party has acquired 10% or more of SYSCO's common stock or a party makes a
tender offer for 10% or more of its common stock, without Board approval (each a
Trigger Event). Currently, following occurrence of a Trigger Event, each whole
Right would, upon exercise, entitle its holder to purchase one two-thousandth of
a share of Series A Junior Participating Preferred Stock (Preferred) at an
exercise price of $175. The terms are subject to adjustment upon certain future
events. In addition to the foregoing, subject to limited exceptions, if a public
announcement is made that a party has acquired 10% or more of SYSCO's common
stock, a Rightholder may, for a limited time, purchase $350 worth of Preferred
for a purchase price of $175. In the event of a merger or other business
combination transaction not approved by the Board, each Right effectively
entitles the holder to purchase $350 worth of stock of the surviving company for
a purchase price of $175.

The Rights may be redeemed by SYSCO at a price of $0.01 per Right at any
time before a party acquires 10% of SYSCO's common stock. Unless sooner redeemed
or exercised, the Rights will expire at close of business May 31, 2006. As a
result of the Rights distribution, 450,000 of the 1,500,000 authorized preferred
shares have been reserved for issuance as Series A Junior Participating
Preferred Stock.

OTHER COMPREHENSIVE INCOME

Comprehensive income is net earnings plus certain other items that are
recorded directly to shareholders' equity.

The following table provides a summary of the changes in accumulated other
comprehensive income (loss) for the years presented:

<Table>
<Caption>
MINIMUM PENSION FOREIGN CURRENCY
LIABILITY TRANSLATION TOTAL
--------------- ---------------- -------------
<S> <C> <C> <C>
Balance at June 30, 2001............... $ (5,624,000) $ -- $ (5,624,000)
Minimum pension liability adjustment,
net of tax of ($37,049,000).......... (59,811,000) -- (59,811,000)
------------- ----------- -------------
Balance at June 29, 2002............... (65,435,000) -- (65,435,000)
Minimum pension liability adjustment,
net of tax of ($74,136,000).......... (119,683,000) -- (119,683,000)
Foreign currency translation
adjustment........................... -- 32,737,000 32,737,000
------------- ----------- -------------
Balance at June 28, 2003............... (185,118,000) 32,737,000 (152,381,000)
Minimum pension liability adjustment,
net of tax of $101,689,000........... 164,385,000 -- 164,385,000
Foreign currency translation
adjustment........................... -- 5,636,000 5,636,000
------------- ----------- -------------
Balance at July 3, 2004................ $ (20,733,000) $38,373,000 $ 17,640,000
============= =========== =============
</Table>

45
<PAGE>

The following table provides a summary of the components of other
comprehensive income for the years presented:

<Table>
<Caption>
2004
(53 WEEKS) 2003 2002
-------------- ------------- ------------
<S> <C> <C> <C>
Net earnings............................ $ 907,214,000 $ 778,288,000 $679,787,000
Minimum pension liability adjustment.... 164,385,000 (119,683,000) (59,811,000)
Foreign currency translation
adjustment............................ 5,636,000 32,737,000 --
-------------- ------------- ------------
Other comprehensive income.............. $1,077,235,000 $ 691,342,000 $619,976,000
============== ============= ============
</Table>

DEBT

SYSCO has uncommitted bank lines of credit, which provided for unsecured
borrowings for working capital of up to $95,000,000. There were no borrowings
outstanding under these lines of credit as of July 3, 2004 or June 28, 2003.

SYSCO's debt consists of the following:

<Table>
<Caption>
JULY 3, 2004 JUNE 28, 2003
-------------- --------------
<S> <C> <C>
Commercial paper, interest averaging 2.1% as of July
3, 2004 and 2.7% as of June 28, 2003................ $ 73,834,000 $ 151,748,000
Senior notes, interest at 6.5%, maturing in fiscal
2005................................................ 149,915,000 149,823,000
Senior notes, interest at 7.0%, maturing in fiscal
2006................................................ 197,151,000 200,000,000
Senior notes, interest at 4.75%, maturing in fiscal
2006................................................ 207,739,000 215,068,000
Senior notes, interest at 7.25%, maturing in fiscal
2007................................................ 97,776,000 99,851,000
Senior notes, interest at 6.1%, maturing in fiscal
2012................................................ 200,749,000 199,431,000
Senior notes, interest at 4.6%, maturing in fiscal
2014................................................ 199,423,000 --
Debentures, interest at 7.16%, maturing in fiscal
2027................................................ 50,000,000 50,000,000
Debentures, interest at 6.5%, maturing in fiscal
2029................................................ 224,427,000 224,404,000
Industrial Revenue Bonds, mortgages and other debt,
interest averaging 5.5% as of July 3, 2004 and 6.0%
as of June 28, 2003, maturing at various dates to
fiscal 2026......................................... 67,146,000 81,911,000
-------------- --------------
Total debt............................................ 1,468,160,000 1,372,236,000
Less current maturities and short-term debt........... (236,667,000) (122,769,000)
-------------- --------------
Net long-term debt.................................... $1,231,493,000 $1,249,467,000
============== ==============
</Table>

The principal payments required to be made on debt during the next five
years are shown below:

<Table>
<Caption>
FISCAL YEAR AMOUNT
- ----------- ------------
<S> <C>
2005........................................................ $236,667,000
2006........................................................ 414,409,000
2007........................................................ 103,265,000
2008........................................................ 3,542,000
2009........................................................ 1,792,000
</Table>

SYSCO has a revolving loan agreement in the amount of $450,000,000,
maturing in fiscal 2008, which supports the company's United States commercial
paper program. It is the company's intent to continue to refinance this facility
on a long-term basis. As a result, the commercial paper borrowings supported by
this agreement have been classified as long-term debt. The United States
commercial paper borrowings outstanding at July 3, 2004 and June 28, 2003 were
zero and $49,926,000, respectively.

46
<PAGE>

SYSCO also has a revolving loan agreement in the amount of $100,000,000 in
Canadian dollars (CAD), maturing in fiscal 2005, which supports the company's
Canadian commercial paper program. The Canadian commercial paper borrowings
outstanding at July 3, 2004 and June 28, 2003 were CAD $97,768,000 ($73,834,000
in U.S. dollars) and CAD $137,078,000 ($101,822,000 in U.S. dollars),
respectively.

In June 1995, SYSCO issued 6.5% senior notes totaling $150,000,000 due June
12, 2005, under a $500,000,000 shelf registration filed with the Securities and
Exchange Commission. These notes, which were priced at 99.4% of par, are
unsecured, not redeemable prior to maturity and are not subject to any sinking
fund requirement. In May 1996, SYSCO issued 7.0% senior notes totaling
$200,000,000 due May 1, 2006, under this shelf registration. These notes, which
were priced at par, are unsecured, not redeemable prior to maturity and are not
subject to any sinking fund requirement. In April 1997, in two separate
offerings, SYSCO drew down the remaining $150,000,000 of the $500,000,000 shelf
registration. SYSCO issued 7.16% debentures totaling $50,000,000 due April 15,
2027. These debentures were priced at par, are unsecured, are not subject to any
sinking fund requirement and are redeemable at the option of the holder on April
15, 2007, but otherwise are not redeemable prior to maturity. SYSCO also issued
7.25% senior notes totaling $100,000,000 due April 15, 2007. These notes were
priced at 99.611% of par and are unsecured, not redeemable prior to maturity and
not subject to any sinking fund requirement.

In June 1998, SYSCO filed with the Securities and Exchange Commission
another $500,000,000 shelf registration of debt securities. In July 1998, SYSCO
issued 6.5% debentures totaling $225,000,000 under the shelf registration, due
on August 1, 2028. These debentures were priced at 99.685% of par, are
unsecured, are not subject to any sinking fund requirement and include a
redemption provision which allows SYSCO to retire the debentures at any time
prior to maturity at the greater of par plus accrued interest or an amount
designed to ensure that the debenture holders are not penalized by the early
redemption. Proceeds from the debentures were used to retire commercial paper
borrowings.

In April 2002, SYSCO issued 4.75% notes totaling $200,000,000 under the
1998 shelf registration, due on July 30, 2005. These notes, which were priced at
99.8% of par, are unsecured, are not subject to any sinking fund requirement and
include a redemption provision which allows SYSCO to retire the notes at any
time prior to maturity at the greater of par plus accrued interest or an amount
designed to ensure that the note holders are not penalized by the early
redemption. Proceeds from the notes were utilized to retire commercial paper
borrowings.

In May 2002, SYSCO International, Co., a wholly-owned subsidiary of SYSCO,
issued 6.10% notes totaling $200,000,000 due June 1, 2012 in a private offering.
These notes, which were priced at 99.7% of par, were fully and unconditionally
guaranteed by Sysco Corporation, were not subject to any sinking fund
requirement, included registration rights for the note holders, and included a
redemption provision which allowed SYSCO International, Co. to retire the notes
at any time prior to maturity at the greater of par plus accrued interest or an
amount designed to ensure that the note holders were not penalized by the early
redemption. In December 2002, SYSCO International, Co. completed a registered
exchange offer for these notes. In the exchange offer, all of the outstanding
$200,000,000 notes were exchanged for new notes which are identical in all
respects to the outstanding notes except that the new notes are registered under
the Securities Act of 1933. The new notes are fully and unconditionally
guaranteed by Sysco Corporation. The proceeds from these notes were utilized to
repay commercial paper issued by SYSCO International, Co. to fund the
acquisition of a Canadian broadline foodservice business.

In March 2004, SYSCO issued 4.60% notes totaling $200,000,000 due March 15,
2014 in a private offering. These notes, which were priced at 99.943% of par,
are unsecured, are not subject to any sinking fund requirement and include a
redemption provision which allows SYSCO to retire the notes at any time prior to
maturity at the greater of par plus accrued interest or an amount designed to
ensure that the note holders are not penalized by the early redemption. Proceeds
from the notes were utilized to retire commercial paper borrowings.

SYSCO's Industrial Revenue Bonds have varying structures. Final maturities
range from one to 22 years and certain of the bonds provide SYSCO the right to
redeem (or call) the bonds at various dates. These call

47
<PAGE>

provisions generally provide the bondholder a premium in the early call years,
declining to par value as the bonds approach maturity.

Total debt at July 3, 2004 was $1,468,160,000, of which approximately 60%
was at fixed rates averaging 5.2% with an average life of 8 years, and the
remainder was at floating rates averaging 4.0%, as adjusted for the effect of
the interest rate swaps outstanding at July 3, 2004. Certain loan agreements
contain typical debt covenants to protect noteholders, 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 at July 3, 2004.

The fair value of SYSCO's total long-term debt is estimated based on the
quoted market prices for the same or similar issues or on the current rates
offered to the company for debt of the same remaining maturities. The fair value
of total long-term debt approximated $1,459,969,000 at July 3, 2004 and
$1,408,631,000 at June 28, 2003, respectively.

LEASES

Although SYSCO normally purchases assets, it has obligations under capital
and operating leases for certain distribution facilities, vehicles and
computers. Total rental expense under operating leases was $86,842,000,
$83,597,000, and $64,130,000 in fiscal 2004, 2003 and 2002, respectively.
Contingent rentals, subleases and assets and obligations under capital leases
are not significant.

Aggregate minimum lease payments under existing non-capitalized long-term
leases are as follows:

<Table>
<Caption>
FISCAL YEAR AMOUNT
- ----------- -----------
<S> <C>
2005........................................................ $56,750,000
2006........................................................ 47,125,000
2007........................................................ 33,809,000
2008........................................................ 25,518,000
2009........................................................ 18,336,000
Later years................................................. 75,545,000
</Table>

STOCK-BASED COMPENSATION PLANS

Employee Incentive Stock Option Plan

The Employee Incentive Stock Option Plan adopted in fiscal 1982 provided
for the issuance of options to purchase SYSCO common stock to officers and key
personnel of the company and its subsidiaries at the market price at the date of
grant, as adjusted for stock splits. No further grants will be made under this
plan which expired in November 1991 and was replaced by the 1991 Stock Option
Plan.

The following summary presents information with regard to options under
this plan:

All activity under this plan concluded in fiscal 2002.

48
<PAGE>

1991 Stock Option Plan

The 1991 Stock Option Plan (1991 Plan) was adopted in fiscal 1992 and
originally reserved 12,000,000 shares of SYSCO common stock for options to
directors, officers and key personnel of the company and its subsidiaries at the
market price at the date of grant. The 1991 Plan provided for the issuance of
options qualified as incentive stock options under the Internal Revenue Code of
1986, options which are not so qualified and stock appreciation rights. Vesting
requirements for awards under this plan vary by individual grant and include a
combination of both time-based and performance-based vesting. The contractual
life of all options granted under this plan is 10 years. During fiscal 1996, the
shareholders approved an amendment to the 1991 Plan for an additional 32,000,000
shares to be made available for future grants of options. No stock appreciation
rights were issued under this plan. No further grants will be made under this
plan, which expired in November 2000 and was replaced by the 2000 Stock
Incentive Plan.

The following summary presents information with regard to options under the
1991 Plan:

<Table>
<Caption>
OPTIONS EXERCISABLE OPTIONS OUTSTANDING
------------------------------ -----------------------------
MAXIMUM WEIGHTED SHARES WEIGHTED
SHARES AVERAGE EXERCISE UNDER AVERAGE EXERCISE
EXERCISABLE PRICE PER SHARE OPTION PRICE PER SHARE
----------- ---------------- ---------- ----------------
<S> <C> <C> <C> <C>
Balance at June 30, 2001................ 9,095,187 $ 9.02 20,795,101 $13.43
Cancelled............................. (307,362) 17.28
Exercised............................. (2,548,393) 10.52
----------
Balance at June 29, 2002................ 11,251,541 11.38 17,939,346 13.78
Cancelled............................. (224,261) 16.33
Exercised............................. (2,686,279) 11.76
----------
Balance at June 28, 2003................ 11,514,379 13.01 15,028,806 14.12
Cancelled............................. (120,053) 15.25
Exercised............................. (3,334,121) 12.13
----------
Balance at July 3, 2004................. 10,020,584 $14.50 11,574,632 $14.68
==========
</Table>

The following table summarizes information about options outstanding under
the 1991 Plan as of July 3, 2004:

<Table>
<Caption>
OPTIONS EXERCISABLE OPTIONS OUTSTANDING
----------------------------- -----------------------------------------------------
WEIGHTED WEIGHTED AVERAGE WEIGHTED
AVERAGE EXERCISE REMAINING CONTRACTUAL AVERAGE EXERCISE
RANGE OF EXERCISE PRICES SHARES PRICE PER SHARE SHARES LIFE (YRS) PRICE PER SHARE
- ------------------------ ---------- ---------------- ---------- --------------------- ----------------
<S> <C> <C> <C> <C> <C>
$6.38 to $8.75........ 3,174,767 $ 8.01 3,631,126 2.22 $ 8.01
$10.94 to $16.28...... 3,517,841 14.35 3,881,472 4.83 14.47
$17.25 to $20.97...... 3,327,976 20.86 4,062,034 6.16 20.84
---------- ----------
Balance at
July 3, 2004........ 10,020,584 $14.50 11,574,632 4.48 $14.68
========== ==========
</Table>

2000 Stock Incentive Plan

The 2000 Stock Incentive Plan (2000 Plan) was adopted in fiscal 2001 and
provides for option grants and other stock-based awards to directors, officers
and other employees of the company and its subsidiaries at the market price at
the date of grant. The 2000 Plan reserves 40,000,000 shares of SYSCO common
stock, plus any shares of common stock which were available for grants under the
1991 Plan but which were not utilized prior to its expiration (approximately
8,504,000 shares) and any shares issued under the 1991 Plan that are forfeited,
expire or are cancelled (approximately 4,565,000 shares as of July 3, 2004) and
up to 10,000,000 shares of common stock which have been reacquired by the
company in the open market or in private transactions after November 3, 2000.
The 2000 Plan provides for the issuance of options qualified as

49
<PAGE>

incentive stock options under the Internal Revenue Code of 1986, options which
are not so qualified, stock appreciation rights and other stock-based awards.
Vesting requirements for awards under this plan vary by individual grant and
include a combination of both time-based and performance-based vesting. The
contractual life of all options granted under this plan through July 3, 2004 is
10 years. To date, the company has issued stock options but no stock
appreciation rights under the 2000 Plan. As of July 3, 2004, there were
9,388,820 remaining shares authorized and available for grant. In September
2004, approximately 8,632,750 options were granted to employees.

The following summary presents information with regard to options under the
2000 Plan:

<Table>
<Caption>
OPTIONS EXERCISABLE OPTIONS OUTSTANDING
------------------------------ -----------------------------
MAXIMUM WEIGHTED SHARES WEIGHTED
SHARES AVERAGE EXERCISE UNDER AVERAGE EXERCISE
EXERCISABLE PRICE PER SHARE OPTION PRICE PER SHARE
----------- ---------------- ---------- ----------------
<S> <C> <C> <C> <C>
Balance at June 30, 2001................ -- $26.16 150,000 $26.16
Granted................................. 30,514,910 27.81
Cancelled............................... (445,805) 27.79
----------
Balance at June 29, 2002................ 2,422,383 27.77 30,219,105 27.80
Granted................................. 13,650,211 30.57
Cancelled............................... (1,332,640) 28.48
Exercised............................... (292,313) 27.79
----------
Balance at June 28, 2003................ 5,391,843 27.78 42,244,363 28.67
Granted................................. 13,344,746 31.77
Cancelled............................... (1,097,937) 29.45
Exercised............................... (2,223,216) 28.15
----------
Balance at July 3, 2004................. 21,420,393 $28.89 52,267,956 $29.47
==========
</Table>

The following table summarizes information about options outstanding under
the 2000 Plan as of July 3, 2004:

<Table>
<Caption>
OPTIONS EXERCISABLE OPTIONS OUTSTANDING
----------------------------- -----------------------------------------------------
WEIGHTED WEIGHTED AVERAGE WEIGHTED
AVERAGE EXERCISE REMAINING CONTRACTUAL AVERAGE EXERCISE
RANGE OF EXERCISE PRICES SHARES PRICE PER SHARE SHARES LIFE (YRS) PRICE PER SHARE
- ------------------------ ---------- ---------------- ---------- --------------------- ----------------
<S> <C> <C> <C> <C> <C>
$26.16 to $29.82...... 14,000,452 $27.78 26,495,252 7.20 $27.80
$30.57 to $34.73...... 7,419,941 30.98 25,772,704 8.70 31.18
---------- ----------
Balance at July 3,
2004................ 21,420,393 $28.89 52,267,956 7.94 $29.47
========== ==========
</Table>

The total number of options granted under the 2000 Plan was 13,344,746,
13,650,211 and 30,514,910 in fiscal years 2004, 2003 and 2002, respectively.
During fiscal 2004, 2,482,000 options were granted to approximately 2,400
non-executive employees based on tenure, 821,000 options were granted to 17
executive officers and 10,041,746 options were granted to approximately 2,000
other key employees. During fiscal 2003, 2,311,000 options were granted to
approximately 2,300 non-executive employees based on tenure, 942,000 options
were granted to 17 executive officers and 10,397,211 options were granted to
approximately 2,000 other key employees. During fiscal 2002, 16,265,000 options
were granted to approximately 8,800 non-executive employees based on tenure,
1,239,000 options were granted to 17 executive officers and 13,010,910 were
granted to approximately 2,300 other key employees. The number of options
granted in fiscal 2002 was significantly higher than the number of options
granted in fiscal 2003 and fiscal 2004. Part of this increase was due to a new
program instituted in fiscal 2002 that provides for stock options to be granted
to all non-executive employees who meet certain tenure requirements.

50
<PAGE>

1993 and 1996 Guest Supply Stock Incentive Plans

Prior to March 2001, Guest Supply, Inc. maintained the 1993 Stock Option
Plan and the 1996 Long-Term Incentive Plan (Guest Supply Plans). In connection
with SYSCO's acquisition of Guest Supply in March 2001, all outstanding options
exercisable to purchase Guest Supply common stock were converted into options to
purchase shares of SYSCO common stock. The number of shares underlying such
options, as well as the exercise price, were adjusted pursuant to the terms of
the Merger Agreement and Plan of Reorganization dated January 22, 2001. These
options are fully vested and expire 10 years from the original grant date. No
new options will be issued under any of the Guest Supply Plans.

The following summary presents information with regard to options under the
Guest Supply Plans:

<Table>
<Caption>
OPTIONS EXERCISABLE OPTIONS OUTSTANDING
------------------------------ ---------------------------
MAXIMUM WEIGHTED SHARES WEIGHTED
SHARES AVERAGE EXERCISE UNDER AVERAGE EXERCISE
EXERCISABLE PRICE PER SHARE OPTION PRICE PER SHARE
----------- ---------------- -------- ----------------
<S> <C> <C> <C> <C>
Balance at June 30, 2001.................. 562,356 $11.00 562,356 $11.00
Exercised................................. (95,637) 11.89
--------
Balance at June 29, 2002.................. 466,719 10.82 466,719 10.82
Exercised................................. (134,251) 7.11
--------
Balance at June 28, 2003.................. 332,468 12.31 332,468 12.31
Exercised................................. (102,780) 10.35
--------
Balance at July 3, 2004................... 229,688 $13.19 229,688 $13.19
========
</Table>

The following table summarizes information about options outstanding under
the Guest Supply Plans as of July 3, 2004:

<Table>
<Caption>
OPTIONS EXERCISABLE OPTIONS OUTSTANDING
-------------------------- --------------------------------------------------
WEIGHTED WEIGHTED AVERAGE WEIGHTED
AVERAGE EXERCISE REMAINING CONTRACTUAL AVERAGE EXERCISE
RANGE OF EXERCISE PRICES SHARES PRICE PER SHARE SHARES LIFE (YRS) PRICE PER SHARE
- ------------------------ ------- ---------------- ------- --------------------- ----------------
<S> <C> <C> <C> <C> <C>
$10.00 to $14.84.......... 139,898 $10.91 139,898 4.20 $10.91
$15.95 to $18.43.......... 89,790 16.75 89,790 3.55 16.75
------- -------
Balance at July 3, 2004... 229,688 $13.19 229,688 3.95 $13.19
======= =======
</Table>

Non-Employee Directors Stock Option Plan and Non-Employee Directors Stock Plan

The Non-Employee Directors Stock Option Plan adopted in fiscal 1996
permitted the issuance of up to 800,000 shares of common stock to non-employee
directors. No further grants will be made under this plan, which was replaced by
the Non-Employee Directors Stock Plan.

The Non-Employee Directors Stock Plan adopted in fiscal 1999 permits the
issuance of up to 800,000 shares of common stock to non-employee directors.
Under this plan, non-employee directors may receive an annual grant of options
to purchase shares of common stock if certain earnings goals are met. Vesting
requirements for awards under these plans vary by individual grant and include a
combination of both time-based and performance-based vesting. The contractual
life of all options granted under these plans through July 3, 2004 is 10 years.

As of July 3, 2004, options for a total of 744,000 shares have been granted
under these plans, of which 166,664 have been exercised, 32,000 have been
cancelled and 418,936 are available for exercise. As of July 3, 2004, there were
231,734 remaining shares authorized and available for grant under the
Non-Employee Directors Stock Plan. In September 2004, 72,000 options were
granted to non-employee directors.

51
<PAGE>

The following table summarizes information about options outstanding under
both of the Non-Employee Director Plans as of July 3, 2004:

<Table>
<Caption>
OPTIONS EXERCISABLE OPTIONS OUTSTANDING
-------------------------- --------------------------------------------------
WEIGHTED WEIGHTED AVERAGE WEIGHTED
AVERAGE EXERCISE REMAINING CONTRACTUAL AVERAGE EXERCISE
RANGE OF EXERCISE PRICES SHARES PRICE PER SHARE SHARES LIFE (YRS) PRICE PER SHARE
- ------------------------ ------- ---------------- ------- --------------------- ----------------
<S> <C> <C> <C> <C> <C>
$6.38 to $8.53............ 108,000 $ 7.70 108,000 1.58 $ 7.70
$10.00 to $13.75.......... 104,000 12.02 104,000 3.89 12.02
$19.56 to $25.56.......... 163,736 23.24 189,336 6.38 23.45
$30.45 to $33.94.......... 43,200 31.22 144,000 8.71 31.54
------- -------
Balance at July 3, 2004... 418,936 $17.27 545,336 5.57 $20.29
======= =======
</Table>

In addition to the options summarized in the tables above, one-time
retainer awards of restricted stock were granted to new non-employee directors
in the amount of 4,000 shares with a fair value at date of grant of $34.12 per
share in fiscal 2004, 4,000 shares with a fair value at date of grant of $31.47
per share in fiscal 2003 and 4,000 shares with a fair value at date of grant of
$24.82 per share in fiscal 2002.

Non-employee directors may also elect to receive up to 50% of their annual
directors' fees in SYSCO common stock. As a result of such elections, a total of
11,640, 12,496 and 13,950 shares with a weighted-average grant date fair value
of $30.82, $28.73 and $26.55 per share were issued in fiscal 2004, 2003 and
2002, respectively.

In total, 128,266 shares of restricted stock have been issued to
non-employee directors under the Non-Employee Directors Stock Plan.

Employees' Stock Purchase Plan

SYSCO has an Employees' Stock Purchase Plan which permits employees (other
than directors) to invest by means of periodic payroll deductions in SYSCO
common stock at 85% of the closing price on the last business day of each
calendar quarter. During fiscal 2004, 1,620,535 shares of SYSCO common stock
were purchased by the participants as compared to 1,886,090 shares purchased in
fiscal 2003 and 1,784,529 shares purchased in fiscal 2002. The total number of
shares which may be sold pursuant to the plan may not exceed 68,000,000 shares,
of which 8,447,356 remained available at July 3, 2004. In July 2004, 417,059
shares were purchased by participants.

Management Incentive Compensation

SYSCO has a Management Incentive Plan that compensates key management
personnel for specific performance achievements. The bonuses earned and expensed
under this plan were $77,494,000 in fiscal 2004, $62,486,000 in fiscal 2003 and
$51,981,000 in fiscal 2002 and were paid in the following fiscal year in both
cash and stock at the election of each participant. A total of 940,843 shares,
861,156 shares and 851,087 shares at a fair value of $29.55, $27.22 and $27.15
were issued pursuant to this plan in fiscal 2004, 2003 and 2002, respectively,
for bonuses earned in the preceding fiscal years. As of July 3, 2004, there were
5,347,274 remaining shares that may be issued under the Management Incentive
Plan. In August 2004, 1,001,624 shares were issued in payment for the bonuses
earned in fiscal 2004 elected to be received in stock. Participants in the
Management Incentive Plan also have the option to defer portions of their salary
and bonuses pursuant to the Executive Deferred Compensation Plan.

52
<PAGE>

EMPLOYEE BENEFIT PLANS

SYSCO has defined benefit and defined contribution retirement plans for its
employees. Also, the company contributes to various multi-employer plans under
collective bargaining agreements and provides certain health care benefits to
eligible retirees and their dependents.

SYSCO maintains a qualified retirement plan (Retirement Plan) that pays
benefits to employees at retirement, using formulas based on a participant's
years of service and compensation.

The defined contribution 401(k) plan provides that under certain
circumstances the company may make matching contributions of up to 50% of the
first 6% of a participant's compensation. SYSCO's contributions to this plan
were $27,390,000 in 2004, $24,102,000 in 2003, and $23,421,000 in 2002.

In addition to receiving benefits upon retirement under the company's
defined benefit plan, participants in the Management Incentive Plan (see
"Management Incentive Compensation" under "Stock Based Compensation Plans") will
receive benefits under a Supplemental Executive Retirement Plan (SERP). This
plan is a nonqualified, unfunded supplementary retirement plan. In order to meet
its obligations under the SERP, SYSCO maintains life insurance policies on the
lives of the participants with carrying values of $87,104,000 at July 3, 2004
and $74,730,000 at June 28, 2003. These policies are not included as plan assets
or in the funded status amounts in the table below. SYSCO is the sole owner and
beneficiary of such policies. Projected benefit obligations and accumulated
benefit obligations for the SERP were $269,815,000 and $153,652,000,
respectively, as of July 3, 2004 and $209,416,000 and $128,071,000,
respectively, as of June 28, 2003.

The company made cash contributions to its pension plans of $165,512,000
and $164,565,000 in fiscal years 2004 and 2003, respectively, including
$160,000,000 in voluntary contributions to the Retirement Plan in both fiscal
2004 and 2003. In fiscal 2005, as in previous years, contributions to the
Retirement Plan will not be required to meet ERISA minimum funding requirements,
yet the company anticipates it will make voluntary contributions of
approximately $80,000,000. The company's contributions to the SERP and other
post-retirement plans are made in the amounts needed to fund current year
benefit payments. The estimated fiscal 2005 contributions to fund benefit
payments for the SERP and other post-retirement plans are $6,294,000 and
$362,000, respectively.

Estimated future benefit payments are as follows:

<Table>
<Caption>
OTHER
POSTRETIREMENT
PENSION BENEFITS PLANS
---------------- --------------
<S> <C> <C>
2005..................................................... $ 22,336,000 $ 362,000
2006..................................................... 23,254,000 401,000
2007..................................................... 26,398,000 470,000
2008..................................................... 30,767,000 535,000
2009..................................................... 35,743,000 607,000
Subsequent five years.................................... 295,280,000 4,057,000
</Table>

53
<PAGE>

The funded status of the defined benefit plans is as follows (including the
SERP benefit obligations but excluding from plan assets the cash surrender
values of life insurance policies):

<Table>
<Caption>
PENSION BENEFITS OTHER POSTRETIREMENT PLANS
---------------------------------- ----------------------------------
JULY 3, 2004 JUNE 28, 2003 JULY 3, 2004 JUNE 28, 2003
--------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of
year.............................. $1,028,352,000 $ 708,829,000 $ 6,836,000 $ 5,270,000
Service cost........................ 74,934,000 51,806,000 422,000 318,000
Interest cost....................... 61,162,000 50,809,000 402,000 372,000
Amendments.......................... 2,155,000 4,246,000 -- --
Actuarial loss...................... 48,316,000 229,408,000 516,000 1,007,000
Actual expenses..................... (4,456,000) (3,443,000) -- --
Settlements......................... -- 2,401,000 -- --
Total disbursements................. (18,106,000) (15,704,000) (180,000) (131,000)
-------------- -------------- ----------- -----------
Benefit obligation at end of year... 1,192,357,000 1,028,352,000 7,996,000 6,836,000
-------------- -------------- ----------- -----------
Change in plan assets:
Fair value of plan assets at
beginning of year................. 605,202,000 456,231,000 -- --
Actual return on plan assets........ 111,127,000 3,553,000 -- --
Employer contribution............... 165,512,000 164,565,000 180,000 131,000
Actual expenses..................... (4,456,000) (3,443,000) -- --
Total disbursements................. (18,106,000) (15,704,000) (180,000) (131,000)
-------------- -------------- ----------- -----------
Fair value of plan assets at end of
year.............................. 859,279,000 605,202,000 -- --
-------------- -------------- ----------- -----------
Funded status....................... (333,078,000) (423,150,000) (7,996,000) (6,836,000)
Unrecognized net actuarial loss
(gain)............................ 454,468,000 493,829,000 (708,000) (1,263,000)
Unrecognized net obligation due to
initial application of SFAS No.
87/106............................ -- 279,000 1,381,000 1,534,000
Unrecognized prior service cost..... 21,230,000 20,382,000 1,196,000 1,397,000
-------------- -------------- ----------- -----------
Net amount recognized............... $ 142,620,000 $ 91,340,000 $(6,127,000) $(5,168,000)
============== ============== =========== ===========
</Table>

54
<PAGE>

Additional information related to SYSCO's defined benefit plans is as
follows:

<Table>
<Caption>
JULY 3, 2004 JUNE 28, 2003
------------- --------------
<S> <C> <C>
Net amount recognized consists of:
Prepaid pension cost........................................ $ 243,996,000 $ --
Accrued benefit liability................................... (153,652,000) (229,109,000)
Intangible asset............................................ 18,563,000 20,661,000
Accumulated other comprehensive loss........................ 33,713,000 299,788,000
------------- --------------
Net amount recognized....................................... $ 142,620,000 $ 91,340,000
============= ==============
Plans with accumulated benefit obligation in excess of fair
value of plan assets:
Projected benefit obligation................................ $ 269,815,000 $1,028,352,000
Accumulated benefit obligation.............................. 153,652,000 834,310,000
Fair value of plan assets at end of year.................... -- 605,202,000
Additional information:
Accumulated benefit obligation.............................. $ 954,875,000 $ 834,310,000
(Decrease) increase in minimum liability included in other
comprehensive income...................................... (266,075,000) 193,819,000
</Table>

Minimum pension liability adjustments result when the accumulated benefit
obligation exceeds the fair value of plan assets and are recorded so that the
recorded pension liability is at a minimum equal to the accumulated benefit
obligation. Minimum pension liability adjustments are non-cash adjustments that
are reflected as an increase (or decrease) in the pension liability and an
offsetting charge to shareholders' equity, net of tax, through comprehensive
income (or loss) rather than net income.

Amounts reflected in accumulated other comprehensive income (loss) related
to minimum pension liability, net of tax, were ($20,733,000) as of July 3, 2004,
and ($185,118,000) as of June 28, 2003.

As a result of changes in assumptions together with the normal growth of
the plan, the impact of losses from prior periods and the amount and timing of
contributions, net pension costs increased $39,944,000 in fiscal 2004 and is
expected to decrease in fiscal 2005 by approximately $7,374,000. The components
of net pension costs for each fiscal year are as follows:

<Table>
<Caption>
PENSION BENEFITS
------------------------------------------
2004
(53 WEEKS) 2003 2002
------------ ------------ ------------
<S> <C> <C> <C>
Service cost....................................... $ 74,934,000 $ 51,806,000 $ 46,085,000
Interest cost...................................... 61,162,000 50,809,000 42,679,000
Expected return on plan assets..................... (61,148,000) (46,462,000) (43,053,000)
Amortization of prior service cost................. 1,308,000 3,346,000 1,814,000
Recognized net actuarial loss...................... 37,697,000 15,341,000 4,658,000
Amortization of net transition obligation.......... 279,000 (552,000) (847,000)
------------ ------------ ------------
Net pension costs.................................. $114,232,000 $ 74,288,000 $ 51,336,000
============ ============ ============
</Table>

55
<PAGE>

The components of other postretirement benefit costs for each fiscal year
are as follows:

<Table>
<Caption>
OTHER POSTRETIREMENT PLANS
----------------------------------
2004
(53 WEEKS) 2003 2002
---------- --------- ---------
<S> <C> <C> <C>
Service cost.............................................. $ 422,000 $ 318,000 $ 263,000
Interest cost............................................. 402,000 372,000 321,000
Expected return on plan assets............................ -- -- --
Amortization of prior service cost........................ 202,000 202,000 202,000
Recognized net actuarial gain............................. (40,000) (123,000) (141,000)
Amortization of net transition obligation................. 153,000 153,000 153,000
---------- --------- ---------
Net other postretirement benefit costs.................... $1,139,000 $ 922,000 $ 798,000
========== ========= =========
</Table>

Multi-employer pension costs were $29,479,000, $27,808,000, and $27,511,000
in fiscal 2004, 2003 and 2002, respectively.

Weighted-average assumptions used to determine benefit obligations at
year-end were:

<Table>
<Caption>
PENSION BENEFITS OTHER POSTRETIREMENT PLANS
---------------------------- ----------------------------
JULY 3, 2004 JUNE 28, 2003 JULY 3, 2004 JUNE 28, 2003
------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Discount rate................................ 6.25% 6.00% 6.25% 6.00%
Rate of compensation increase -- Retirement
Plan....................................... 5.89 5.89 -- --
</Table>

For determining the benefit obligations at year-end, the SERP calculations
assume annual salary increases of 10% through fiscal 2007 and 7% thereafter as
of July 3, 2004 and annual salary increases of 8% through fiscal 2005 and 7%
thereafter as of June 28, 2003.

Weighted-average assumptions used to determine net pension costs and other
postretirement benefit costs for each fiscal year were:

<Table>
<Caption>
OTHER
PENSION BENEFITS POSTRETIREMENT PLANS
--------------------- --------------------
2004 2003 2002 2004 2003 2002
---- ---- ----- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Discount rate................................... 6.00% 7.25% 7.50% 6.00% 7.25% 7.50%
Expected rate of return......................... 9.00 9.50 10.50 -- -- --
Rate of compensation increase --
Retirement Plan............................... 5.89 5.89 5.89 -- -- --
</Table>

For determining net pension costs for each fiscal year, the SERP calculations
assume annual salary increases of 8% through fiscal 2005 and 7% thereafter for
fiscal 2004, 2003 and 2002.

The measurement date for the pension and other postretirement benefit plans
is June 30.

A healthcare cost trend rate is not used in the calculations because SYSCO
subsidizes the cost of postretirement medical coverage by a fixed dollar amount
with the retiree responsible for the cost of coverage in excess of the subsidy,
including all future cost increases.

The expected long-term rate of return on plan assets is derived from a
mathematical asset model that incorporates assumptions as to the various asset
class returns, reflecting a combination of rigorous historical performance
analysis and the forward-looking views of the financial markets regarding the
yield on long-term bonds and the historical returns of the major stock markets.
The rate of return assumption is reviewed annually and revised as deemed
appropriate.

56
<PAGE>

SYSCO's investment objectives target a mix of investments that can
potentially achieve an above-average rate of return. SYSCO has determined that
this strategy is appropriate due to the relatively low ratio of retirees as a
percentage of participants, low average years of participant service and low
average age of participants and is willing to accept the above-average level of
short-term risk and variability in returns to attempt to achieve a higher level
of long-term returns. As a result, the company's strategy targets a mix of
investments which include 70% stocks (including a mix of large capitalization
U.S. stocks, small to mid-capitalization U.S. stocks and international stocks)
and 30% fixed income investments and cash equivalents.

The percentage of the fair value of plan assets by asset category is as
follows:

<Table>
<Caption>
JULY 3, 2004 JUNE 28, 2003
------------ -------------
<S> <C> <C>
Equity securities........................................... 70.5% 70.3%
Debt securities............................................. 29.5 29.7
----- -----
Total....................................................... 100.0% 100.0%
===== =====
</Table>

CONTINGENCIES

SUPPLEMENTAL GUARANTOR INFORMATION

SYSCO International, Co. is an unlimited liability company organized under
the laws of the Province of Nova Scotia, Canada and is a wholly-owned subsidiary
of SYSCO. In May 2002, SYSCO International, Co. issued, in a private offering,
$200,000,000 of 6.10% notes due in 2012 (See "Debt"). In December 2002, these
notes were exchanged for substantially identical notes in an exchange offer
registered under the Securities Act of 1933. These notes are fully and
unconditionally guaranteed by SYSCO. SYSCO International, Co. is a holding
company with no significant sources of income or assets, other than its equity
interests in its subsidiaries and interest income from loans made to its
subsidiaries. The proceeds from the issuance of the 6.10% notes were used to
repay commercial paper issued to fund the fiscal 2002 acquisition of a Canadian
broadline foodservice operation.

The following condensed consolidating financial statements present
separately the financial position, results of operations and cash flows of the
parent guarantor (SYSCO), the subsidiary issuer (SYSCO International), all other
non-guarantor subsidiaries of SYSCO (Other Non-Guarantor Subsidiaries) on a
combined basis and eliminating entries. The financial information for SYSCO
includes corporate activities as well as certain operating companies which were
operated as divisions of SYSCO prior to fiscal 2003. Beginning with the third
quarter of fiscal 2003, these divisions have been operated as subsidiaries and
their results from that point in time are included in the Other Non-Guarantor
Subsidiaries column. The accompanying financial information includes the
balances and results of SYSCO International, Co. from the date of its inception
in February 2002.

57
<PAGE>

<Table>
<Caption>
CONDENSED CONSOLIDATING BALANCE SHEET
JULY 3, 2004
------------------------------------------------------------------------------
SYSCO OTHER NON-GUARANTOR CONSOLIDATED
SYSCO INTERNATIONAL SUBSIDIARIES ELIMINATIONS TOTALS
---------- ------------- ------------------- ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Current assets................ $ 119,526 $ 34 $ 3,731,851 $ -- $3,851,411
Investment in subsidiaries.... 8,678,729 260,501 173,986 (9,113,216) --
Plant and equipment, net...... 114,385 -- 2,052,424 -- 2,166,809
Other assets.................. 594,811 -- 1,234,601 -- 1,829,412
---------- -------- ----------- ----------- ----------
Total assets.................. $9,507,451 $260,535 $ 7,192,862 $(9,113,216) $7,847,632
========== ======== =========== =========== ==========
Current liabilities........... $ 374,144 $ 74,948 $ 2,677,542 $ -- $3,126,634
Intercompany payables
(receivables)............... 5,298,927 (14,924) (5,284,003) -- --
Long-term debt................ 981,476 199,496 50,521 -- 1,231,493
Other liabilities............. 326,771 -- 598,228 -- 924,999
Shareholders' equity.......... 2,526,133 1,015 9,150,574 (9,113,216) 2,564,506
---------- -------- ----------- ----------- ----------
Total liabilities and
shareholders' equity........ $9,507,451 $260,535 $ 7,192,862 $(9,113,216) $7,847,632
========== ======== =========== =========== ==========
</Table>

<Table>
<Caption>
CONDENSED CONSOLIDATING BALANCE SHEET
JUNE 28, 2003
------------------------------------------------------------------------------
SYSCO OTHER NON-GUARANTOR CONSOLIDATED
SYSCO INTERNATIONAL SUBSIDIARIES ELIMINATIONS TOTALS
---------- ------------- ------------------- ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Current assets................ $ 203,219 $ 549 $ 3,425,766 $ -- $3,629,534
Investment in subsidiaries.... 7,529,006 213,247 217,315 (7,959,568) --
Plant and equipment, net...... 84,023 -- 1,838,637 -- 1,922,660
Other assets.................. 254,047 2,135 1,128,145 -- 1,384,327
---------- -------- ----------- ----------- ----------
Total assets.................. $8,070,295 $215,931 $ 6,609,863 $(7,959,568) $6,936,521
========== ======== =========== =========== ==========
Current liabilities........... $ 171,437 $ 72,399 $ 2,457,293 $ -- $2,701,129
Intercompany payables
(receivables)............... 4,508,096 (57,185) (4,450,911) -- --
Long-term debt................ 989,899 199,431 60,137 -- 1,249,467
Other liabilities............. 236,069 -- 552,325 -- 788,394
Shareholders' equity.......... 2,164,794 1,286 7,991,019 (7,959,568) 2,197,531
---------- -------- ----------- ----------- ----------
Total liabilities and
shareholders' equity........ $8,070,295 $215,931 $ 6,609,863 $(7,959,568) $6,936,521
========== ======== =========== =========== ==========
</Table>

58
<PAGE>

<Table>
<Caption>
CONDENSED CONSOLIDATING RESULTS OF OPERATIONS
YEAR ENDED JULY 3, 2004
(53 WEEKS)
------------------------------------------------------------------------------
SYSCO OTHER NON-GUARANTOR CONSOLIDATED
SYSCO INTERNATIONAL SUBSIDIARIES ELIMINATIONS TOTALS
---------- ------------- ------------------- ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Sales........................ $ -- $ -- $29,335,403 $ -- $29,335,403
Cost of sales................ -- -- 23,661,514 -- 23,661,514
Operating expenses........... 118,937 109 4,022,184 -- 4,141,230
Interest expense (income).... 255,708 13,923 (199,751) -- 69,880
Other, net................... (372) (1,028) (10,965) -- (12,365)
---------- -------- ----------- ----------- -----------
Total costs and expenses..... 374,273 13,004 27,472,982 -- 27,860,259
---------- -------- ----------- ----------- -----------
Earnings (loss) before income
taxes...................... (374,273) (13,004) 1,862,421 -- 1,475,144
Income tax (benefit)
provision.................. (144,095) (5,007) 717,032 -- 567,930
Equity in earnings of
subsidiaries............... 1,137,392 5,267 -- (1,142,659) --
---------- -------- ----------- ----------- -----------
Net earnings (loss).......... $ 907,214 $ (2,730) $ 1,145,389 $(1,142,659) $ 907,214
========== ======== =========== =========== ===========
</Table>

<Table>
<Caption>
CONDENSED CONSOLIDATING RESULTS OF OPERATIONS
YEAR ENDED JUNE 28, 2003
------------------------------------------------------------------------------
SYSCO OTHER NON-GUARANTOR CONSOLIDATED
SYSCO INTERNATIONAL SUBSIDIARIES ELIMINATIONS TOTALS
---------- ------------- ------------------- ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Sales........................ $1,651,729 $ -- $24,488,608 $ -- $26,140,337
Cost of sales................ 1,278,537 -- 19,701,019 -- 20,979,556
Operating expenses........... 377,861 975 3,457,671 -- 3,836,507
Interest expense (income).... 355,192 10,586 (293,544) -- 72,234
Other, net................... 272 -- (8,619) -- (8,347)
---------- -------- ----------- ----------- -----------
Total costs and expenses..... 2,011,862 11,561 22,856,527 -- 24,879,950
---------- -------- ----------- ----------- -----------
Earnings (loss) before income
taxes...................... (360,133) (11,561) 1,632,081 -- 1,260,387
Income tax (benefit)
provision.................. (137,751) (4,422) 624,272 -- 482,099
Equity in earnings of
subsidiaries............... 1,000,670 7,204 -- (1,007,874) --
---------- -------- ----------- ----------- -----------
Net earnings................. $ 778,288 $ 65 $ 1,007,809 $(1,007,874) $ 778,288
========== ======== =========== =========== ===========
</Table>

<Table>
<Caption>
CONDENSED CONSOLIDATING RESULTS OF OPERATIONS
YEAR ENDED JUNE 29, 2002
------------------------------------------------------------------------------
SYSCO OTHER NON-GUARANTOR CONSOLIDATED
SYSCO INTERNATIONAL SUBSIDIARIES ELIMINATIONS TOTALS
---------- ------------- ------------------- ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Sales......................... $3,120,292 $ -- $20,230,212 $ -- $23,350,504
Cost of sales................. 2,430,815 -- 16,291,348 -- 18,722,163
Operating expenses............ 554,731 103 2,912,545 -- 3,467,379
Interest expense (income)..... 271,616 1,386 (210,105) -- 62,897
Other, net.................... 83 -- (2,888) -- (2,805)
---------- ------- ----------- --------- -----------
Total costs and expenses...... 3,257,245 1,489 18,990,900 -- 22,249,634
---------- ------- ----------- --------- -----------
Earnings (loss) before income
taxes....................... (136,953) (1,489) 1,239,312 -- 1,100,870
Income tax (benefit)
provision................... (52,385) (569) 474,037 -- 421,083
Equity in earnings of
subsidiaries................ 764,355 2,139 -- (766,494) --
---------- ------- ----------- --------- -----------
Net earnings.................. $ 679,787 $ 1,219 $ 765,275 $(766,494) $ 679,787
========== ======= =========== ========= ===========
</Table>

59
<PAGE>

<Table>
<Caption>
CONDENSED CONSOLIDATING CASH FLOWS
YEAR ENDED JULY 3, 2004
(53 WEEKS)
--------------------------------------------------------------
SYSCO OTHER NON-GUARANTOR CONSOLIDATED
SYSCO INTERNATIONAL SUBSIDIARIES TOTALS
--------- ------------- ------------------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Net cash provided by (used for):
Operating activities................... $(171,732) $ 24,676 $1,336,578 $1,189,522
Investing activities................... (193,274) -- (490,537) (683,811)
Financing activities................... (597,137) (27,923) (16,791) (641,851)
Exchange rate on cash.................. -- -- (1,601) (1,601)
Intercompany activity.................. 843,607 2,733 (846,340) --
--------- -------- ---------- ----------
Net (decrease) in cash................. (118,536) (514) (18,691) (137,741)
Cash at the beginning of the period.... 206,043 514 130,890 337,447
--------- -------- ---------- ----------
Cash at the end of the period.......... $ 87,507 $ -- $ 112,199 $ 199,706
========= ======== ========== ==========
</Table>

<Table>
<Caption>
CONDENSED CONSOLIDATING CASH FLOWS
YEAR ENDED JUNE 28, 2003
---------------------------------------------------------------
SYSCO OTHER NON-GUARANTOR CONSOLIDATED
SYSCO INTERNATIONAL SUBSIDIARIES TOTALS
---------- ------------- ------------------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Net cash provided by (used for):
Operating activities................... $ (180,033) $(28,100) $ 1,580,973 $1,372,840
Investing activities................... (307,303) -- (374,522) (681,825)
Financing activities................... (576,747) 38,594 (12,375) (550,528)
Exchange rate on cash.................. -- -- (1,479) (1,479)
Intercompany activity.................. 1,177,679 (19,986) (1,157,693) --
---------- -------- ----------- ----------
Net increase (decrease) in cash........ 113,596 (9,492) 34,904 139,008
Cash at the beginning of the period.... 92,447 10,006 95,986 198,439
---------- -------- ----------- ----------
Cash at the end of the period.......... $ 206,043 $ 514 $ 130,890 $ 337,447
========== ======== =========== ==========
</Table>

<Table>
<Caption>
CONDENSED CONSOLIDATING CASH FLOWS
YEAR ENDED JUNE 29, 2002
--------------------------------------------------------------
SYSCO OTHER NON-GUARANTOR CONSOLIDATED
SYSCO INTERNATIONAL SUBSIDIARIES TOTALS
--------- ------------- ------------------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Net cash provided by (used for):
Operating activities................... $ 90,129 $ (1,081) $ 995,932 $1,084,980
Investing activities................... (102,038) (222,420) (337,842) (662,300)
Financing activities................... (584,151) 262,586 (38,419) (359,984)
Intercompany activity.................. 648,675 (29,079) (619,596) --
--------- --------- --------- ----------
Net increase in cash................... 52,615 10,006 75 62,696
Cash at the beginning of the period.... 39,832 -- 95,911 135,743
--------- --------- --------- ----------
Cash at the end of the period.......... $ 92,447 $ 10,006 $ 95,986 $ 198,439
========= ========= ========= ==========
</Table>

60
<PAGE>

BUSINESS SEGMENT INFORMATION

The company has aggregated its operating companies into a number of
segments, of which only Broadline and SYGMA are reportable segments as defined
in SFAS No. 131. Broadline operating companies distribute a full line of food
products and a wide variety of non-food products to both traditional and chain
restaurant customers. SYGMA operating companies distribute a full line of food
products and a wide variety of non-food products to certain chain restaurant
customer locations. "Other" financial information is attributable to the
company's other segments, including the company's specialty produce, custom-cut
meat, Asian cuisine foodservice and lodging industry products segments. The
company's Canadian operations are not significant for geographical disclosure
purposes.

The accounting policies for the segments are the same as those disclosed by
SYSCO. Intersegment sales represent specialty produce and meat company products
distributed by the Broadline and SYGMA operating companies. The segment results
include allocation of centrally incurred costs for shared services that
eliminate upon consolidation. Centrally incurred costs are allocated based upon
the relative level of service used by each operating company.

61
<PAGE>

The following table sets forth the financial information for SYSCO's
business segments:

<Table>
<Caption>
FISCAL YEAR
-------------------------------------------
2004
(53 WEEKS) 2003 2002
--------------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Sales:
Broadline......................................... $23,718,955 $21,489,862 $19,163,449
SYGMA............................................. 3,548,693 2,916,174 2,671,110
Other............................................. 2,383,692 2,003,060 1,707,229
Intersegment sales................................ (315,937) (268,759) (191,284)
----------- ----------- -----------
Total............................................. $29,335,403 $26,140,337 $23,350,504
=========== =========== ===========
Earnings before income taxes:
Broadline......................................... $ 1,459,945 $ 1,276,059 $ 1,131,234
SYGMA............................................. 25,543 23,838 23,045
Other............................................. 79,502 51,163 48,840
----------- ----------- -----------
Total segments.................................... 1,564,990 1,351,060 1,203,119
Unallocated corporate expenses.................... (89,846) (90,673) (102,249)
----------- ----------- -----------
Total............................................. $ 1,475,144 $ 1,260,387 $ 1,100,870
=========== =========== ===========
Depreciation and amortization:
Broadline......................................... $ 221,699 $ 213,877 $ 200,881
SYGMA............................................. 18,684 17,479 16,237
Other............................................. 18,698 17,669 19,181
----------- ----------- -----------
Total segments.................................... 259,081 249,025 236,299
Corporate......................................... 24,514 24,117 41,952
----------- ----------- -----------
Total............................................. $ 283,595 $ 273,142 $ 278,251
=========== =========== ===========
Capital expenditures:
Broadline......................................... $ 342,374 $ 338,346 $ 361,284
SYGMA............................................. 24,475 17,898 20,941
Other............................................. 33,782 18,519 13,634
----------- ----------- -----------
Total segments.................................... 400,631 374,763 395,859
Corporate......................................... 129,455 60,874 20,534
----------- ----------- -----------
Total............................................. $ 530,086 $ 435,637 $ 416,393
=========== =========== ===========
Assets:
Broadline......................................... $ 4,792,595 $ 4,513,533 $ 3,983,216
SYGMA............................................. 240,418 190,406 176,093
Other............................................. 588,275 501,236 424,982
----------- ----------- -----------
Total segments.................................... 5,621,288 5,205,175 4,584,291
Corporate......................................... 2,226,344 1,731,346 1,405,462
----------- ----------- -----------
Total............................................. $ 7,847,632 $ 6,936,521 $ 5,989,753
=========== =========== ===========
</Table>

62
<PAGE>

The sales mix for the principal product categories for each fiscal year is
as follows:

<Table>
<Caption>
2004
(53 WEEKS) 2003 2002
----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Fresh and frozen meats................................ $ 5,533,217 $ 4,671,794 $ 4,169,232
Canned and dry products............................... 5,370,859 4,966,046 4,382,840
Frozen fruits, vegetables, bakery and other........... 3,946,468 3,607,449 3,104,442
Poultry............................................... 3,166,806 2,666,831 2,346,308
Dairy products........................................ 2,766,425 2,264,145 2,139,739
Fresh produce......................................... 2,329,638 2,228,954 1,990,071
Paper and disposables................................. 2,225,532 2,053,362 1,840,534
Seafood............................................... 1,559,133 1,474,140 1,332,539
Beverage products..................................... 928,073 809,562 728,624
Janitorial products................................... 655,305 591,663 543,168
Equipment and smallwares.............................. 625,801 592,234 593,741
Medical supplies...................................... 228,146 214,157 179,266
----------- ----------- -----------
Total................................................. $29,335,403 $26,140,337 $23,350,504
=========== =========== ===========
</Table>

63
<PAGE>

QUARTERLY RESULTS (UNAUDITED)

Financial information for each quarter in the years ended July 3, 2004 and
June 28, 2003 is set forth below:

<Table>
<Caption>
FISCAL QUARTER ENDED
----------------------------------------------------
JULY 3 FISCAL YEAR
2004 SEPTEMBER 27 DECEMBER 27 MARCH 27 (14 WEEKS) (53 WEEKS)
- ---- ------------ ----------- ---------- ---------- -----------
(IN THOUSANDS EXCEPT FOR SHARE DATA)
<S> <C> <C> <C> <C> <C>
Sales.......................... $7,134,281 $7,036,520 $7,025,585 $8,139,017 $29,335,403
Cost of sales.................. 5,753,767 5,669,399 5,684,192 6,554,156 23,661,514
Operating expenses............. 1,024,336 996,853 1,008,493 1,111,548 4,141,230
Interest expense............... 18,631 16,376 15,737 19,136 69,880
Other, net..................... (1,983) (7,052) (1,250) (2,080) (12,365)
---------- ---------- ---------- ---------- -----------
Earnings before income taxes... 339,530 360,944 318,413 456,257 1,475,144
Income taxes................... 130,719 138,963 122,589 175,659 567,930
---------- ---------- ---------- ---------- -----------
Net earnings................... $ 208,811 $ 221,981 $ 195,824 $ 280,598 $ 907,214
========== ========== ========== ========== ===========
Per share:
Basic net earnings........... $ 0.32 $ 0.34 $ 0.31 $ 0.44 $ 1.41
Diluted net earnings......... 0.32 0.34 0.30 0.43 1.37
Dividends declared........... 0.11 0.13 0.13 0.13 0.50
Market price -- high/low..... 34-29 38-31 41-35 40-35 41-29
</Table>

<Table>
<Caption>
FISCAL QUARTER ENDED
----------------------------------------------------
2003 SEPTEMBER 28 DECEMBER 28 MARCH 29 JUNE 28 FISCAL YEAR
- ---- ------------ ----------- ---------- ---------- -----------
(IN THOUSANDS EXCEPT FOR SHARE DATA)
(IN THOUSANDS EXCEPT FOR SHARE DATA)
<S> <C> <C> <C> <C> <C>
Sales.......................... $6,424,422 $6,348,797 $6,395,278 $6,971,840 $26,140,337
Cost of sales.................. 5,154,704 5,097,716 5,144,473 5,582,663 20,979,556
Operating expenses............. 960,635 937,290 962,459 976,123 3,836,507
Interest expense............... 16,828 17,503 18,276 19,627 72,234
Other, net..................... (3,412) (2,606) (2,661) 332 (8,347)
---------- ---------- ---------- ---------- -----------
Earnings before income taxes... 295,667 298,894 272,731 393,095 1,260,387
Income taxes................... 113,093 114,327 104,320 150,359 482,099
---------- ---------- ---------- ---------- -----------
Net earnings................... $ 182,574 $ 184,567 $ 168,411 $ 242,736 $ 778,288
========== ========== ========== ========== ===========
Per share:
Basic net earnings........... $ 0.28 $ 0.28 $ 0.26 $ 0.38 $ 1.20
Diluted net earnings......... 0.28 0.28 0.26 0.37 1.18
Dividends declared........... 0.09 0.11 0.11 0.11 0.42
Market price -- high/low..... 31-21 33-28 31-23 32-25 33-21
PERCENTAGE INCREASES -- 2004 VS. 2003:
Sales.......................... 11% 11% 10% 17% 12%
Earnings before income taxes... 15 21 17 16 17
Net earnings................... 14 20 16 16 17
Basic net earnings per share... 14 21 19 16 18
Diluted net earnings per
share........................ 14 21 15 16 16
</Table>

64
<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

As of July 3, 2004, an evaluation was performed under the supervision and
with the participation of the company's management, including the CEO and CFO,
of the effectiveness of the design and operation of the company's disclosure
controls and procedures. Based on that evaluation, the company's management,
including the CEO and CFO, concluded that the company's disclosure controls and
procedures were effective as of July 3, 2004 in providing reasonable assurances
that material information required to be disclosed is included on a timely basis
in the reports it files with the Securities and Exchange Commission.
Furthermore, the company's management noted that no changes occurred during the
fourth quarter of fiscal 2004 that materially affected, or would be reasonably
likely to materially affect, the company's internal controls 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 is included in our proxy statement
for the 2004 Annual Meeting of Stockholders under the following captions, and is
incorporated herein by reference thereto: "Election of Directors," "Executive
Officers," "Section 16(a) Beneficial Ownership Reporting Compliance," "Report of
the Audit Committee" and "Corporate Governance."

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The information required by this item is included in our proxy statement
for the 2004 Annual Meeting of Stockholders under the following captions, and is
incorporated herein by reference thereto: "Stock Ownership" and "Equity
Compensation Plan Information."

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is included in our proxy statement
for the 2004 Annual Meeting of Stockholders under the following caption, and is
incorporated herein by reference thereto: "Certain Relationships."

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

65
<PAGE>

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed, or incorporated by reference, as
part of this Form 10-K:

1. All financial statements. See index to Consolidated Financial
Statements on page 30 of this Form 10-K.

2. Financial Statement Schedule. See page S-1 of this Form 10-K.

3. Exhibits.

<Table>
<S> <C> <C>
3(a) -- Restated Certificate of Incorporation, incorporated by
reference to Exhibit 3(a) to Form 10-K for the year ended
June 28, 1997 (File No. 1-6544).
3(b) -- Amended and Restated Bylaws of Sysco Corporation dated
February 8, 2002, incorporated by reference to Exhibit 3(b)
to Form 10-Q for the quarter ended December 29, 2001 (File
No. 1-6544).
3(c) -- Form of Amended Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred Stock,
incorporated by reference to Exhibit 3(c) to Form 10-K for
the year ended June 29, 1996 (File No. 1-6544).
3(d) -- Certificate of Amendment of Certificate of Incorporation
increasing authorized shares, incorporated by reference to
Exhibit 3(d) to Form 10-Q for the quarter ended January 1,
2000 (File No. 1-6544).
3(e) -- 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).
4(a) -- Sixth Amendment and Restatement of Competitive Advance and
Revolving Credit Facility Agreement dated May 31, 1996,
incorporated by reference to Exhibit 4(a) to Form 10-K in
the year ended June 27, 1996 (File No. 1-6544).
4(b) -- Agreement and Seventh Amendment to Competitive Advance and
Revolving Credit Facility Agreement dated as of June 27,
1997, incorporated by reference to Exhibit 4(a) to Form 10-K
for the year ended June 28, 1997 (File No. 1-6544).
4(c) -- Agreement and Eighth Amendment to Competitive Advance and
Revolving Credit Facility Agreement dated as of June 22,
1998, incorporated by reference to Exhibit 4(c) to Form 10-K
for the year ended July 3, 1999 (File No. 1-6544).
4(d) -- Senior Debt Indenture, dated as of June 15, 1995, between
Sysco Corporation and First Union National Bank of North
Carolina, Trustee, incorporated by reference to Exhibit 4(a)
to Registration Statement on Form S-3 filed June 6, 1995
(File No. 33-60023).
4(e) -- First Supplemental Indenture, dated June 27, 1995, between
Sysco Corporation and First Union National Bank of North
Carolina, Trustee as amended, incorporated by reference to
Exhibit 4(e) to Form 10-K for the year ended June 29, 1996
(File No. 1-6544).
4(f) -- Second Supplemental Indenture, dated as of May 1, 1996,
between Sysco Corporation and First Union National Bank of
North Carolina, Trustee as amended, incorporated by
reference to Exhibit 4(f) to Form 10-K for the year ended
June 29, 1996 (File No. 1-6544).
4(g) -- Third Supplemental Indenture, dated as of April 25, 1997,
between Sysco Corporation and First Union National Bank of
North Carolina, Trustee, incorporated by reference to
Exhibit 4(g) to Form 10-K for the year ended June 28, 1997
(File No. 1-6544).
4(h) -- Fourth Supplemental Indenture, dated as of April 25, 1997,
between Sysco Corporation and First Union National Bank of
North Carolina, Trustee, incorporated by reference to
Exhibit 4(h) to Form 10-K for the year ended June 28,1997
(File No. 1-6544).
4(i) -- Fifth Supplemental Indenture, dated as of July 27, 1998
between Sysco Corporation and First Union National Bank,
Trustee, incorporated by reference to Exhibit 4(h) to Form
10-K for the year ended June 27, 1998 (File No. 1-6544).
</Table>

66
<PAGE>
<Table>
<S> <C> <C>
4(j) -- Agreement and Ninth Amendment to Competitive Advance and
Revolving Credit Facility Agreement dated as of December 1,
1999, incorporated by reference to Exhibit 4(j) to Form 10-Q
for the quarter ended January 1, 2000 (File No. 1-6544).
4(k) -- Sixth Supplemental Indenture dated April 5, 2002 between
Sysco Corporation and Wachovia Bank, National Association,
incorporated by reference to Exhibit 4.1 to Form 8-K dated
April 5, 2002.
4(l) -- Indenture dated May 23, 2002 between Sysco International,
Co., Sysco Corporation and Wachovia Bank, National
Association, incorporated by reference to Exhibit 4.1 to
Registration Statement on Form S-4 filed August 21, 2002
(File No. 333-98489).
4(m) -- Credit Agreement dated September 13, 2002 by and among SYSCO
Corporation, JPMorgan Chase Bank, individually and as
Administrative Agent, the Co-Syndication Agents named
therein and the other financial institutions party thereto,
incorporated by reference to Exhibit 4(i) to Form 10-Q for
the quarter ended September 28, 2002 filed on May 13, 2003
(File No. 1-6544).
4(n) -- 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).
10(a)+ -- Amended and Restated Sysco Corporation Executive Deferred
Compensation Plan, incorporated by reference to Exhibit
10(a) to Form 10-K for the year ended July 1, 1995 (File No.
1-6544).
10(b)+ -- Fifth Amended and Restated Sysco Corporation Supplemental
Executive Retirement Plan, incorporated by reference to
Exhibit 10(b) to Form 10-K for the year ended June 28, 1997
(File No. 1-6544).
10(c)+ -- Sysco Corporation Employee Incentive Stock Option Plan,
incorporated by reference to Exhibit 10(c) to Form 10-K for
the year ended July 3, 1999 (File No. 1-6544).
10(d)+ -- Sysco Corporation 1995 Management Incentive Plan,
incorporated by reference to Exhibit 10(e) to Form 10-K for
the year ended July 1, 1995 (File No. 1-6544).
10(e)+ -- 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(f)+ -- 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(g)+ -- 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(h)+ -- 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(i)+ -- 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(j)+ -- Sysco Corporation Non-Employee Directors Stock Plan,
incorporated by reference to Appendix A of the 1998 Proxy
Statement (File No. 1-6544).
10(k) -- Amended and Restated Shareholder Rights Agreement,
incorporated by reference to Registration Statement on Form
8-A/A, filed May 29, 1996 (File No. 1-6544).
10(l) -- Amendment to the Amended and Restated Shareholder Rights
Agreement dated as of May 20, 1996, incorporated by
reference to Exhibit 1 to Registration Statement on Form
8-A/A, filed July 16, 1999 (File No. 1-6544).
10(m)+ -- Sysco Corporation Split Dollar Life Insurance Plan,
incorporated by reference to Exhibit 10(m) to Form 10-Q for
the quarter ended January 1, 2000 (File No. 1-6544).
</Table>

67
<PAGE>
<Table>
<S> <C> <C>
10(n)+ -- Executive Compensation Adjustment Agreement -- Bill M.
Lindig, incorporated by reference to Exhibit 10(n) to Form
10-Q for the quarter ended January 1, 2000 (File No.
1-6544).
10(o)+ -- Executive Compensation Adjustment Agreement -- Charles H.
Cotros, incorporated by reference to Exhibit 10(o) to Form
10-Q for the quarter ended January 1, 2000 (File No.
1-6544).
10(p)+ -- First Amendment to Fifth Amended and Restated Sysco
Corporation Supplemental Executive Retirement Plan dated
effective June 29, 1997, incorporated by reference to
Exhibit 10(p) to Form 10-Q for the quarter ended January 1,
2000 (File No. 1-6544).
10(q)+ -- First Amendment to Amended and Restated Sysco Corporation
Executive Deferred Compensation Plan dated effective June
29, 1997, incorporated by reference to Exhibit 10(q) to Form
10-Q for the quarter ended January 1, 2000 (File No.
1-6544).
10(r)+ -- First Amendment to Sysco Corporation 1995 Management
Incentive Plan dated effective June 29, 1997, incorporated
by reference to Exhibit 10(r) to Form 10-Q for the quarter
ended January 1, 2000 (File No. 1-6544).
10(s)+ -- 2000 Management Incentive Plan, incorporated by reference to
Appendix A to Proxy Statement filed September 25, 2000 (File
No. 1-6544).
10(t)+ -- 2000 Stock Incentive Plan, incorporated by reference to
Appendix B to Proxy Statement filed on September 25, 2000
(File No. 1-6544).
10(u)+ -- 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(v)+ -- Second Amendment dated as of May 10, 2000, to the Fifth
Amended and Restated SYSCO Corporation Supplemental
Executive Retirement Plan, incorporated by reference to
Exhibit 10(a) to Form 10-Q for the quarter ended September
30, 2000 filed on November 13, 2000 (File No. 1-6544).
10(w)+ -- Second Amendment dated as of May 10, 2000, to Amended and
Restated SYSCO Corporation Executive Deferred Compensation
Plan, incorporated by reference to Exhibit 10(b) to Form
10-Q for the quarter ended September 30, 2000 filed on
November 13, 2000 (File No. 1-6544).
10(x)+ -- First Amendment dated as of May 10, 2000 to Amended and
Restated SYSCO Corporation Board of Directors Deferred
Compensation Plan, incorporated by reference to Exhibit
10(c) to Form 10-Q for the quarter ended September 30, 2000
filed on November 13, 2000 (File No. 1-6544).
10(y)+ -- First Amendment, dated September 1, 2000, to the Executive
Compensation Adjustment Agreement between Sysco and Charles
H. Cotros, incorporated by reference to Exhibit 10(d) to
Form 10-Q for the quarter ended September 30, 2000 filed on
November 13, 2000 (File No. 1-6544).
10(z)+ -- Equity Deferral Plan dated April 1, 2002, incorporated by
reference to Exhibit 10(z) to Form 10-K for the year ended
June 29, 2002 filed on September 25, 2002 (File No. 1-6544).
10(aa)+ -- 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(bb)+ -- 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(cc)+ -- Second Amended and Restated Executive Deferred Compensation
Plan dated April 1, 2002, incorporated by reference to
Exhibit 10(cc) to Form 10-K for the year ended June 29, 2002
filed on September 25, 2002 (File No. 1-6544).
10(dd)+ -- First Amendment to Second Amended and Restated Executive
Deferred Compensation Plan dated July 12, 2002, incorporated
by reference to Exhibit 10(dd) to Form 10-K for the year
ended June 29, 2002 filed on September 25, 2002 (File No.
1-6544).
10(ee)+ -- Third Amendment to Fifth Amended and Restated Supplemental
Executive Retirement Plan dated July 12, 2002, incorporated
by reference to Exhibit 10(dd) to Form 10-K for the year
ended June 29, 2002 filed on September 25, 2002 (File No.
1-6544).
</Table>

68
<PAGE>
<Table>
<S> <C> <C>
10(ff)+ -- Retiree Equity Deferral Plan Effective November 22, 2002,
incorporated by reference to Exhibit 10(a) to Form 10-Q for
the quarter ended December 28, 2002 filed on February 10,
2003 (File No. 1-6544).
10(gg)+# -- Second Amendment to Second Amended and Restated Executive
Deferred Compensation Agreement effective July 9, 2004.
10(hh)+# -- Fourth Amendment to Fifth Amended and Restated Supplemental
Executive Retirement Plan effective July 9, 2004.
10(ii)+# -- Executive Severance Agreement dated July 6, 2004 between
SYSCO Corporation and Richard J. Schnieders.
10(jj)+# -- Form of Executive Severance Agreement between SYSCO
Corporation and each of Thomas E. Lankford (dated July 12,
2004), John K. Stubblefield, Jr. (dated July 6, 2004),
Kenneth F. Spitler (dated July 14, 2004) and Larry J.
Accardi (dated August 18, 2004).
10(kk)+# -- Form of First Amendment dated September 3, 2004 to Executive
Severance Agreement between SYSCO Corporation and each of
Richard J. Schnieders, Thomas E. Lankford, John K.
Stubblefield, Jr., Kenneth F. Spitler and Larry J. Accardi.
10(ll)+ -- 2004 Long-Term Incentive Cash Plan dated September 3, 2004,
incorporated by reference to Exhibit 10(a) to Form 8-K filed
on September 10, 2004 (File No. 1-6544).
10(mm)+ -- Form of Performance Unit Grant Agreement issued to executive
officers effective September 3, 2004 under the Long-Term
Incentive Cash Plan, incorporated by reference to Exhibit
10(b) to Form 8-K filed on September 10, 2004 (File No.
1-6544).
10(nn)+ -- 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(oo)+ -- 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 filed on September 9, 2004 (File No.
1-6544).
10(pp)+# -- Form of Stock Option Grant Agreement issued to executive
officers on August 31, 1995 under the 1991 Stock Option
Plan.
10(qq)+# -- Form of Stock Option Grant Agreement issued to executive
officers on September 5, 1996 under the 1991 Stock Option
Plan.
10(rr)+# -- Form of Stock Option Grant Agreement issued to executive
officers on September 4, 1997 under the 1991 Stock Option
Plan.
10(ss)+# -- Form of Stock Option Grant Agreement issued to executive
officers on September 3, 1998 under the 1991 Stock Option
Plan.
10(tt)+# -- Form of Stock Option Grant Agreement issued to executive
officers on September 2, 1999 under the 1991 Stock Option
Plan.
10(uu)+# -- Form of Stock Option Grant Agreement issued to executive
officers on September 7, 2000 under the 1991 Stock Option
Plan.
10(vv)+# -- Form of Stock Option Grant Agreement issued to executive
officers on September 11, 2001 under the 2000 Stock
Incentive Plan.
10(ww)+# -- Form of Stock Option Grant Agreement issued to executive
officers on September 11, 2001 under the 2000 Stock
Incentive Plan.
10(xx)+# -- Form of Stock Option Grant Agreement issued to executive
officers on September 12, 2002 under the 2000 Stock
Incentive Plan.
10(yy)+# -- Form of Stock Option Grant Agreement issued to executive
officers on September 11, 2003 under the 2000 Stock
Incentive Plan.
21# -- Subsidiaries of the Registrant.
23# -- Independent Public Accountants' Consent.
31(a)# -- CEO Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31(b)# -- CFO Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act. of 2002
32(a)# -- CEO Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
</Table>

69
<PAGE>
<Table>
<S> <C> <C>
32(b)# -- CFO Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
</Table>

- ---------------

+ Executive Compensation Arrangement pursuant to 601(b)(10)(iii)(A) of
Regulation S-K

# Filed Herewith

70
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Sysco Corporation has duly caused this Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized, on this 16th
day of September, 2004.

SYSCO CORPORATION

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities indicated and on the date indicated above.

PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS:

/s/ RICHARD J. SCHNIEDERS Chairman of the Board and Chief Executive
------------------------------------------------------ Officer (principal executive officer)
Richard J. Schnieders

/s/ JOHN K. STUBBLEFIELD, JR. Executive Vice President, Finance and
------------------------------------------------------ Administration
John K. Stubblefield, Jr. (principal financial and accounting officer)
</Table>

DIRECTORS:

/s/ COLIN G. CAMPBELL /s/ FRANK H. RICHARDSON
------------------------------------------------------ ---------------------------------------------
Colin G. Campbell Frank H. Richardson

/s/ JUDITH B. CRAVEN /s/ RICHARD J. SCHNIEDERS
------------------------------------------------------ ---------------------------------------------
Judith B. Craven Richard J. Schnieders

/s/ JONATHAN GOLDEN /s/ PHYLLIS S. SEWELL
------------------------------------------------------ ---------------------------------------------
Jonathan Golden Phyllis S. Sewell

/s/ JOSEPH A. HAFNER, JR. /s/ JOHN K. STUBBLEFIELD, JR.
------------------------------------------------------ ---------------------------------------------
Joseph A. Hafner, Jr. John K. Stubblefield, Jr.

/s/ THOMAS E. LANKFORD /s/ RICHARD G. TILGHMAN
------------------------------------------------------ ---------------------------------------------
Thomas E. Lankford Richard G. Tilghman

/s/ RICHARD G. MERRILL /s/ JACKIE M. WARD
------------------------------------------------------ ---------------------------------------------
Richard G. Merrill Jackie M. Ward
</Table>

71
<PAGE>

SYSCO CORPORATION AND SUBSIDIARIES

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

<Table>
<Caption>
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING OF COSTS AND OTHER ACCOUNTS DEDUCTIONS END OF
DESCRIPTION PERIOD EXPENSES DESCRIBE(1) DESCRIBE(2) PERIOD
------------ ------------ ----------- -------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
For year ended June
29, 2002........... Allowance $43,112,000 $25,904,000 $(12,610,000) $26,068,000 $30,338,000
for doubtful
accounts
For year ended June
28, 2003........... Allowance $30,338,000 $27,133,000 $ 2,305,000 $24,771,000 $35,005,000
for doubtful
accounts
For year ended July
3, 2004............ Allowance $35,005,000 $27,392,000 $ 263,000 $28,485,000 $34,175,000
for doubtful
accounts
</Table>

- ---------------

(1) Allowance accounts resulting from acquisitions and other adjustments.

(2) Customer accounts written off, net of recoveries.

S-1
<PAGE>

INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C> <C>
3(a) -- Restated Certificate of Incorporation, incorporated by
reference to Exhibit 3(a) to Form 10-K for the year ended
June 28, 1997 (File No. 1-6544).
3(b) -- Amended and Restated Bylaws of Sysco Corporation dated
February 8, 2002, incorporated by reference to Exhibit 3(b)
to Form 10-Q for the quarter ended December 29, 2001 (File
No. 1-6544).
3(c) -- Form of Amended Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred Stock,
incorporated by reference to Exhibit 3(c) to Form 10-K for
the year ended June 29, 1996 (File No. 1-6544).
3(d) -- Certificate of Amendment of Certificate of Incorporation
increasing authorized shares, incorporated by reference to
Exhibit 3(d) to Form 10-Q for the quarter ended January 1,
2000 (File No. 1-6544).
3(e) -- 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).
4(a) -- Sixth Amendment and Restatement of Competitive Advance and
Revolving Credit Facility Agreement dated May 31, 1996,
incorporated by reference to Exhibit 4(a) to Form 10-K in
the year ended June 27, 1996 (File No. 1-6544).
4(b) -- Agreement and Seventh Amendment to Competitive Advance and
Revolving Credit Facility Agreement dated as of June 27,
1997, incorporated by reference to Exhibit 4(a) to Form 10-K
for the year ended June 28, 1997 (File No. 1-6544).
4(c) -- Agreement and Eighth Amendment to Competitive Advance and
Revolving Credit Facility Agreement dated as of June 22,
1998, incorporated by reference to Exhibit 4(c) to Form 10-K
for the year ended July 3, 1999 (File No. 1-6544).
4(d) -- Senior Debt Indenture, dated as of June 15, 1995, between
Sysco Corporation and First Union National Bank of North
Carolina, Trustee, incorporated by reference to Exhibit 4(a)
to Registration Statement on Form S-3 filed June 6, 1995
(File No. 33-60023).
4(e) -- First Supplemental Indenture, dated June 27, 1995, between
Sysco Corporation and First Union National Bank of North
Carolina, Trustee as amended, incorporated by reference to
Exhibit 4(e) to Form 10-K for the year ended June 29, 1996
(File No. 1-6544).
4(f) -- Second Supplemental Indenture, dated as of May 1, 1996,
between Sysco Corporation and First Union National Bank of
North Carolina, Trustee as amended, incorporated by
reference to Exhibit 4(f) to Form 10-K for the year ended
June 29, 1996 (File No. 1-6544).
4(g) -- Third Supplemental Indenture, dated as of April 25, 1997,
between Sysco Corporation and First Union National Bank of
North Carolina, Trustee, incorporated by reference to
Exhibit 4(g) to Form 10-K for the year ended June 28, 1997
(File No. 1-6544).
4(h) -- Fourth Supplemental Indenture, dated as of April 25, 1997,
between Sysco Corporation and First Union National Bank of
North Carolina, Trustee, incorporated by reference to
Exhibit 4(h) to Form 10-K for the year ended June 28,1997
(File No. 1-6544).
4(i) -- Fifth Supplemental Indenture, dated as of July 27, 1998
between Sysco Corporation and First Union National Bank,
Trustee, incorporated by reference to Exhibit 4(h) to Form
10-K for the year ended June 27, 1998 (File No. 1-6544).
4(j) -- Agreement and Ninth Amendment to Competitive Advance and
Revolving Credit Facility Agreement dated as of December 1,
1999, incorporated by reference to Exhibit 4(j) to Form 10-Q
for the quarter ended January 1, 2000 (File No. 1-6544).
4(k) -- Sixth Supplemental Indenture dated April 5, 2002 between
Sysco Corporation and Wachovia Bank, National Association,
incorporated by reference to Exhibit 4.1 to Form 8-K dated
April 5, 2002.
4(l) -- 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).
</Table>
<PAGE>

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C> <C>
4(m) -- Credit Agreement dated September 13, 2002 by and among SYSCO
Corporation, JPMorgan Chase Bank, individually and as
Administrative Agent, the Co-Syndication Agents named
therein and the other financial institutions party thereto,
incorporated by reference to Exhibit 4(i) to Form 10-Q for
the quarter ended September 28, 2002 filed on May 13, 2003
(File No. 1-6544).
4(n) -- 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).
10(a)+ -- Amended and Restated Sysco Corporation Executive Deferred
Compensation Plan, incorporated by reference to Exhibit
10(a) to Form 10-K for the year ended July 1, 1995 (File No.
1-6544).
10(b)+ -- Fifth Amended and Restated Sysco Corporation Supplemental
Executive Retirement Plan, incorporated by reference to
Exhibit 10(b) to Form 10-K for the year ended June 28, 1997
(File No. 1-6544).
10(c)+ -- Sysco Corporation Employee Incentive Stock Option Plan,
incorporated by reference to Exhibit 10(c) to Form 10-K for
the year ended July 3, 1999 (File No. 1-6544).
10(d)+ -- Sysco Corporation 1995 Management Incentive Plan,
incorporated by reference to Exhibit 10(e) to Form 10-K for
the year ended July 1, 1995 (File No. 1-6544).
10(e)+ -- 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(f)+ -- 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(g)+ -- 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(h)+ -- 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(i)+ -- 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(j)+ -- Sysco Corporation Non-Employee Directors Stock Plan,
incorporated by reference to Appendix A of the 1998 Proxy
Statement (File No. 1-6544).
10(k) -- Amended and Restated Shareholder Rights Agreement,
incorporated by reference to Registration Statement on Form
8-A/A, filed May 29, 1996 (File No. 1-6544).
10(l) -- Amendment to the Amended and Restated Shareholder Rights
Agreement dated as of May 20, 1996, incorporated by
reference to Exhibit 1 to Registration Statement on Form
8-A/A, filed July 16, 1999 (File No. 1-6544).
10(m)+ -- Sysco Corporation Split Dollar Life Insurance Plan,
incorporated by reference to Exhibit 10(m) to Form 10-Q for
the quarter ended January 1, 2000 (File No. 1-6544).
10(n)+ -- Executive Compensation Adjustment Agreement -- Bill M.
Lindig, incorporated by reference to Exhibit 10(n) to Form
10-Q for the quarter ended January 1, 2000 (File No.
1-6544).
10(o)+ -- Executive Compensation Adjustment Agreement -- Charles H.
Cotros, incorporated by reference to Exhibit 10(o) to Form
10-Q for the quarter ended January 1, 2000 (File No.
1-6544).
10(p)+ -- First Amendment to Fifth Amended and Restated Sysco
Corporation Supplemental Executive Retirement Plan dated
effective June 29, 1997, incorporated by reference to
Exhibit 10(p) to Form 10-Q for the quarter ended January 1,
2000 (File No. 1-6544).
10(q)+ -- First Amendment to Amended and Restated Sysco Corporation
Executive Deferred Compensation Plan dated effective June
29, 1997, incorporated by reference to Exhibit 10(q) to Form
10-Q for the quarter ended January 1, 2000 (File No.
1-6544).
</Table>
<PAGE>

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C> <C>
10(r)+ -- First Amendment to Sysco Corporation 1995 Management
Incentive Plan dated effective June 29, 1997, incorporated
by reference to Exhibit 10(r) to Form 10-Q for the quarter
ended January 1, 2000 (File No. 1-6544).
10(s)+ -- 2000 Management Incentive Plan, incorporated by reference to
Appendix A to Proxy Statement filed September 25, 2000 (File
No. 1-6544).
10(t)+ -- 2000 Stock Incentive Plan, incorporated by reference to
Appendix B to Proxy Statement filed on September 25, 2000
(File No. 1-6544).
10(u)+ -- 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(v)+ -- Second Amendment dated as of May 10, 2000, to the Fifth
Amended and Restated SYSCO Corporation Supplemental
Executive Retirement Plan, incorporated by reference to
Exhibit 10(a) to Form 10-Q for the quarter ended September
30, 2000 filed on November 13, 2000 (File No. 1-6544).
10(w)+ -- Second Amendment dated as of May 10, 2000, to Amended and
Restated SYSCO Corporation Executive Deferred Compensation
Plan, incorporated by reference to Exhibit 10(b) to Form
10-Q for the quarter ended September 30, 2000 filed on
November 13, 2000 (File No. 1-6544).
10(x)+ -- First Amendment dated as of May 10, 2000 to Amended and
Restated SYSCO Corporation Board of Directors Deferred
Compensation Plan, incorporated by reference to Exhibit
10(c) to Form 10-Q for the quarter ended September 30, 2000
filed on November 13, 2000 (File No. 1-6544).
10(y)+ -- First Amendment, dated September 1, 2000, to the Executive
Compensation Adjustment Agreement between Sysco and Charles
H. Cotros, incorporated by reference to Exhibit 10(d) to
Form 10-Q for the quarter ended September 30, 2000 filed on
November 13, 2000 (File No. 1-6544).
10(z)+ -- Equity Deferral Plan dated April 1, 2002, incorporated by
reference to Exhibit 10(z) to Form 10-K for the year ended
June 29, 2002 filed on September 25, 2002 (File No. 1-6544).
10(aa)+ -- 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(bb)+ -- 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(cc)+ -- Second Amended and Restated Executive Deferred Compensation
Plan dated April 1, 2002, incorporated by reference to
Exhibit 10(cc) to Form 10-K for the year ended June 29, 2002
filed on September 25, 2002 (File No. 1-6544).
10(dd)+ -- First Amendment to Second Amended and Restated Executive
Deferred Compensation Plan dated July 12, 2002, incorporated
by reference to Exhibit 10(dd) to Form 10-K for the year
ended June 29, 2002 filed on September 25, 2002 (File No.
1-6544).
10(ee)+ -- Third Amendment to Fifth Amended and Restated Supplemental
Executive Retirement Plan dated July 12, 2002, incorporated
by reference to Exhibit 10(dd) to Form 10-K for the year
ended June 29, 2002 filed on September 25, 2002 (File No.
1-6544).
10(ff)+ -- Retiree Equity Deferral Plan Effective November 22, 2002,
incorporated by reference to Exhibit 10(a) to Form 10-Q for
the quarter ended December 28, 2002 filed on February 10,
2003 (File No. 1-6544).
10(gg)+# -- Second Amendment to Second Amended and Restated Executive
Deferred Compensation Agreement effective July 9, 2004.
10(hh)+# -- Fourth Amendment to Fifth Amended and Restated Supplemental
Executive Retirement Plan effective July 9, 2004.
10(ii)+# -- Executive Severance Agreement dated July 6, 2004 between
SYSCO Corporation and Richard J. Schnieders.
</Table>
<PAGE>

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C> <C>
10(jj)+# -- Form of Executive Severance Agreement between SYSCO
Corporation and each of Thomas E. Lankford (dated July 12,
2004), John K. Stubblefield, Jr. (dated July 6, 2004),
Kenneth F. Spitler (dated July 14, 2004) and Larry J.
Accardi (dated August 18, 2004).
10(kk)+# -- Form of Amendment dated September 3, 2004 to Executive
Severance Agreement between SYSCO Corporation and each of
Richard J. Schnieders, Thomas E. Lankford, John K.
Stubblefield, Jr., Kenneth F. Spitler and Larry J. Accardi.
10(ll)+ -- 2004 Long-Term Incentive Cash Plan dated September 3, 2004,
incorporated by reference to Exhibit 10(a) to Form 8-K filed
on September 10, 2004 (File No. 1-6544).
10(mm)+ -- Form of Performance Unit Grant Agreement issued to executive
officers effective September 3, 2004 under the Long-Term
Incentive Cash Plan, incorporated by reference to Exhibit
10(b) to Form 8-K filed on September 10, 2004 (File No.
1-6544).
10(nn)+ -- 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(oo)+ -- 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 filed on September 9, 2004 (File No.
1-6544).
10(pp)+# -- Form of Stock Option Grant Agreement issued to executive
officers on August 31, 1995 under the 1991 Stock Option
Plan.
10(qq)+# -- Form of Stock Option Grant Agreement issued to executive
officers on September 5, 1996 under the 1991 Stock Option
Plan.
10(rr)+# -- Form of Stock Option Grant Agreement issued to executive
officers on September 4, 1997 under the 1991 Stock Option
Plan.
10(ss)+# -- Form of Stock Option Grant Agreement issued to executive
officers on September 3, 1998 under the 1991 Stock Option
Plan.
10(tt)+# -- Form of Stock Option Grant Agreement issued to executive
officers on September 2, 1999 under the 1991 Stock Option
Plan.
10(uu)+# -- Form of Stock Option Grant Agreement issued to executive
officers on September 7, 2000 under the 1991 Stock Option
Plan.
10(vv)+# -- Form of Stock Option Grant Agreement issued to executive
officers on September 11, 2001 under the 2000 Stock
Incentive Plan.
10(ww)+# -- Form of Stock Option Grant Agreement issued to executive
officers on September 11, 2001 under the 2000 Stock
Incentive Plan.
10(xx)+# -- Form of Stock Option Grant Agreement issued to executive
officers on September 12, 2002 under the 2000 Stock
Incentive Plan.
10(yy)+# -- Form of Stock Option Grant Agreement issued to executive
officers on September 11, 2003 under the 2000 Stock
Incentive Plan.
21# -- Subsidiaries of the Registrant.
23# -- Independent Public Accountants' Consent.
31(a)# -- CEO Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31(b)# -- CFO Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32(a)# -- CEO Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act. of 2002.
32(b)# -- CFO Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act. of 2002.
</Table>

- ---------------

+ Executive Compensation Arrangement pursuant to 601(b)(10)(iii)(A) of
Regulation S-K

# Filed Herewith

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.GG
<SEQUENCE>2
<FILENAME>h18314exv10wgg.txt
<DESCRIPTION>2ND AMEND. TO 2ND AMENDED EXEC. DEFERRED COMPENSATION AGREEMENT
<TEXT>
<PAGE>

EXHIBIT 10(gg)

SECOND AMENDMENT TO
THE SECOND AMENDED AND RESTATED
SYSCO CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN

THIS SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED SYSCO CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN (this "Second Amendment").

WHEREAS, SYSCO Corporation (the "Corporation") has adopted that certain
Second Amended and Restated SYSCO Corporation Executive Deferred Compensation
Plan (the "Plan") pursuant to a plan document effective as of April 1, 2002, as
amended by that certain First Amendment dated as of July 12, 2002; and

WHEREAS, the Corporation has determined to amend the Plan so as to clarify
the definition of "Change of Control"; provide formal benefit claims and appeals
procedures; clarify certain powers of the Plan "Committee" (as such term is
defined in the Plan); provide for certain indemnification rights under the Plan;
and provide that certain types of Plan amendments may be effected by action of
the Plan Committee.

NOW, THEREFORE, the Plan is hereby amended as follows:

(Capitalized terms used but not otherwise defined herein shall have the meaning
given them in the Plan.)

1. Section 1.6 of the Plan is hereby amended in its entirety to read as
follows:

"Change of Control. "Change of Control" means the occurrence of one or
more of the following events:

(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (i) the then-outstanding shares of SYSCO
common stock (the "Outstanding SYSCO Common Stock") or (ii) the combined voting
power of the then-outstanding voting securities of SYSCO entitled to vote
generally in the election of directors (the "Outstanding SYSCO Voting
Securities"); provided, however, that, for purposes of this Section 1.6, the
following acquisitions shall not constitute a Change of Control: (1) any
acquisition directly from SYSCO, (2) any acquisition by SYSCO, (3) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by SYSCO or any Affiliate, or (4) any acquisition by any corporation
pursuant to a transaction that complies with Sections 1.6(c)(i), 1.6(c)(ii) and
1.6(c)(iii);

<PAGE>

(b) Individuals who, as of November 7, 2003, constitute the Board of
Directors (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board of Directors; provided, however, that any individual
becoming a director subsequent to November 7, 2003 whose election, or nomination
for election by SYSCO's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board of Directors;

(c) Consummation of a reorganization, merger, statutory share
exchange or consolidation or similar corporate transaction involving SYSCO or
any of its Affiliates, a sale or other disposition of all or substantially all
of the assets of SYSCO, or the acquisition of assets or stock of another entity
by SYSCO or any of its Affiliates (each, a "Business Combination"), in each case
unless, following such Business Combination, (i) all or substantially all of the
individuals and entities that were the beneficial owners of the Outstanding
SYSCO Common Stock and the Outstanding SYSCO Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than
60% of the then-outstanding shares of common stock and the combined voting power
of the then-outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting from
such Business Combination (including, without limitation, a corporation that, as
a result of such transaction, owns SYSCO or all or substantially all of SYSCO's
assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership immediately prior to such Business
Combination of the Outstanding SYSCO Common Stock and the Outstanding SYSCO
Voting Securities, as the case may be, (ii) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit plan (or
related trust) of SYSCO or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then-outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power of the
then-outstanding voting securities of such corporation, except to the extent
that such ownership existed prior to the Business Combination, and (iii) at
least a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement or of the action of the Board
of Directors providing for such Business Combination; or

(d) Approval by the stockholders of SYSCO of a complete liquidation
or dissolution of SYSCO."

2. Article I of the Plan is hereby amended by deleting Section 1.37 of the
Plan in its entirety and adding the following definitions:

2
<PAGE>

"1.37 Affiliate. "Affiliate" means any entity with respect to which
SYSCO beneficially owns, directly or indirectly, at least 50% of the total
voting power of the interests of such entity and at least 50% of the total value
of the interests of such entity.

1.38 Business Combination. "Business Combination" shall have the
meaning set forth in Section 1.6(c).

1.39 Claimant. "Claimant" shall have the meaning set forth in
Section 7.7.

1.40 ERISA. "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time.

1.41 Incumbent Board. "Incumbent Board" shall have the meaning set
forth in Section 1.6(b).

1.42 Outstanding SYSCO Common Stock. "Outstanding SYSCO Common
Stock" shall have the meaning set forth in Section 1.6(a).

1.43 Outstanding SYSCO Voting Securities. "Outstanding SYSCO Voting
Securities" shall have the meaning set forth in Section 1.6(a).

1.44 Person. "Person" shall have the meaning set forth in Section
1.6(a)."

3. Section 5.2 of the Plan is hereby amended by adding the following to
the end thereof:

"In addition, the Compensation and Stock Option Committee of the
Board of Directors may, within its sole discretion, accelerate vesting under
this Section 5.2 when it determines that specific situations warrant such
action."

4. Section 6.10 of the Plan is hereby amended by adding the following to
the end thereof:

"Notwithstanding anything herein or otherwise to the contrary, the
Compensation and Stock Option Committee of the Board of Directors, may, within
its sole discretion and pursuant to an agreement approved by the Compensation
and Stock Option Committee, waive application of this Section 6.10, when it
determines that specific situations warrant such action."

5. Section 7.1 of the Plan is hereby amended in its entirety to read as
follows:

"Committee Appointment. The Committee will be appointed by the Board
of Directors or its designee. Each Committee member will serve until

3
<PAGE>

his or her resignation or removal. The Board of Directors, or its designee, will
have the sole discretion to remove any one or more Committee members and appoint
one or more replacement or additional Committee members from time to time."

6. Section 7.2 of the Plan is hereby amended in its entirety to read as
follows:

"Committee Organization and Voting. The organizational structure and
voting responsibilities of the Committee shall be as set forth in the bylaws of
the Committee."

7. Section 7.3(e)(i) of the Plan is hereby amended in its entirety to read
as follows:

"(i) differences of opinion arising between the Company and a
Participant in accordance with Section 7.7, except when the difference of
opinion relates to the entitlement to, the amount of or the method or timing of
payment of a benefit affected by a Change of Control, in which event, such
difference of opinion shall be decided by judicial action; and"

8. Section 7.3(f) of the Plan is hereby amended in its entirety to read as
follows:

"(f) to delegate by written notice any plan administration duties of
the Committee to such individual members of the Committee, individual employees
of the Company, or groups of employees of the Company, as the Committee
determines to be necessary or advisable to properly administer the Plan; and"

9. New Section 7.6 is hereby added to the Plan to read as follows:

"7.6 Indemnification. To the extent permitted by law, members of the
Board of Directors, members of the Committee, employees of the Company, and all
agents and representatives of the Company shall be indemnified by the Company,
and saved harmless against any claims resulting from any action or conduct
relating to the administration of the Plan, except claims arising from gross
negligence, willful neglect or willful misconduct."

10. New Section 7.7 is hereby added to the Plan to read as follows:

4
<PAGE>

"7.7 Claims Procedure. Any person who believes that he or she is
being denied a benefit to which he or she is entitled under the Plan (referred
to hereinafter as a "Claimant") must file a written request for such benefit
with the Committee; provided, however, that any claim involving entitlement to,
the amount of or the method or timing of payment of a benefit affected by a
Change of Control shall be governed by Section 7.3(e)(i). Such written request
must set forth the Claimant's claim and must be addressed to the Committee at
SYSCO's principal office.

(a) Initial Claims Decision. The Committee shall generally
provide written notice to the Claimant of its decision within 90 days (or 45
days for a disability-based claim) after the claim is filed with the Committee;
provided, however, that the Committee may have up to an additional 90 days (or
up to two 30-day periods for a disability-based claim), to decide the claim, if
the Committee determines that special circumstances require an extension of time
to decide the claim, and the Committee advises the Claimant in writing of the
need for an extension (including an explanation of the special circumstances
requiring the extension) and the date on which it expects to decide the claim.

(b) Appeals. A Claimant may appeal the Committee's decision by
submitting a written request for review to the Committee within 60 days (or 180
days for a disability-based claim) after the earlier of receiving the denial
notice or after expiration of the initial review period. Such written request
must be addressed to the Committee at SYSCO's principal office. In connection
with such request, the Claimant (and his or her authorized representative, if
any) may review any pertinent documents upon which the denial was based and may
submit issues and comments in writing for consideration by the Committee. If the
Claimant's request for review is not received within the earlier of 60 days (or
180 days for a disability-based claim) after receipt of the denial or after
expiration of the initial review period, the denial shall be final, and the
Claimant shall be barred and estopped from challenging the Committee's
determination.

(c) Decision Following Appeal. The Committee shall generally
make its decision on the Claimant's appeal in writing within 60 days (or 45 days
for a disability-based claim) following its receipt of the Claimant's request
for appeal; provided, however, that the Committee may have up to an additional
60 days (or 45 days for a disability-based claim) to decide the claim, if the
Committee determines that special circumstances require an extension of time to
decide the claim and the Committee advises the Claimant in writing of the need
for an extension (including an explanation of the special circumstances
requiring the extension) and the date on which it expects to decide the claim.
The Committee shall notify the Claimant of its decision on the Claimant's appeal
in writing, regardless of whether the decision is adverse.

5
<PAGE>

connection with the Plan by a person claiming rights under the Plan or by
another person claiming rights through such a person. The Committee may, in its
sole discretion, waive the procedures described in this Section 7.7 as a
mandatory precondition to such an action.

(e) Time for Filing Legal or Equitable Action. Any legal or
equitable action filed in connection with the Plan by a person claiming rights
under the Plan or by another person claiming rights through such a person must
commence not later than two years following the earlier of the Participant's
death, Disability, Retirement, or termination of employment."

11. Section 9.1 of the Plan is hereby amended in its entirety to read as
follows:

"Amendment or Termination of the Plan. The Board of Directors, the
Committee, or their designees, may amend this Plan at any time by an instrument
in writing without the consent of any adopting Subsidiary; provided, however,
that neither the Committee nor its designees shall have authority to terminate
this Plan or to make any amendment that would have a significant financial
statement or benefit impact on the Company. Notwithstanding the foregoing, in no
event shall the Board of Directors have the authority to terminate this Plan
during the two years following a Change of Control."

Except as specifically amended hereby, the Plan shall remain in full force
and effect as prior to this Second Amendment.

6
<PAGE>

IN WITNESS WHEREOF, the Corporation has caused this Second Amendment to be
executed as of this 20th day of July , 2004, effective as of July 9, 2004.

SYSCO CORPORATION

By: /s/ Diane Day Sanders
----------------------------------------
Diane Day Sanders
Senior Vice President, Finance and
Treasurer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.HH
<SEQUENCE>3
<FILENAME>h18314exv10whh.txt
<DESCRIPTION>4TH AMEND. TO 5TH AMENDED SUPP. EXEC. RETIREMENT PLAN
<TEXT>
<PAGE>

EXHIBIT 10(hh)

FOURTH AMENDMENT TO
THE FIFTH AMENDED AND RESTATED
SYSCO CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

THIS FOURTH AMENDMENT TO THE FIFTH AMENDED AND RESTATED SYSCO CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (this "Fourth Amendment").

WHEREAS, SYSCO Corporation (the "Corporation") has adopted that certain
Fifth Amended and Restated SYSCO Corporation Supplemental Executive Retirement
Plan (the "Plan") pursuant to a plan document effective as of July 3, 1988, as
amended by that certain First Amendment dated as of June 29, 1997, that certain
Second Amendment dated as of May 10, 2000, and that certain Third Amendment
dated as of July 12, 2002; and

WHEREAS, the Corporation has determined to amend the Plan to so as to
clarify the definition of "Change of Control"; provide formal benefit claims and
appeals procedures, clarify certain powers of the Plan "Committee" (as such term
is defined in the Plan); provide for certain indemnification rights under the
Plan; and provide that certain Plan amendments may be effected by action of the
Plan Committee.

NOW, THEREFORE, the Plan is hereby amended as follows:

(Capitalized terms used but not otherwise defined herein shall have the meaning
given them in the Plan.)

1. Section 1.5 of the Plan is hereby amended in its entirety to read as
follows:

"Change in Control. "Change of Control" means the occurrence of one
or more of the following events:

(a) "Change of Control" means the occurrence of one or more of the following
events:

<PAGE>

by any employee benefit plan (or related trust) sponsored or maintained by SYSCO
or any Affiliate, or (4) any acquisition by any corporation; pursuant to a
transaction that complies with Sections 1.5(c)(i), 1.5(c)(ii) and 1.5(c)(iii);

<PAGE>

(d) Approval by the stockholders of SYSCO of a complete liquidation
or dissolution of SYSCO."

2. Article I of the Plan is hereby amended by deleting Section 1.22 of the
Plan in its entirety and adding the following definitions:

"1.22 Affiliate. "Affiliate" means any entity with respect to which
SYSCO beneficially owns, directly or indirectly, at least 50% of the total
voting power of the interests of such entity and at least 50% of the total value
of the interests of such entity.

1.23 Business Combination. "Business Combination" shall have the
meaning set forth in Section 1.5(c).

1.24 Claimant. "Claimant" shall have the meaning set forth in
Section 6.12.

1.25 ERISA. "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time.

1.26 Incumbent Board. "Incumbent Board" shall have the meaning set
forth in Section 1.5(b).

1.27 Outstanding SYSCO Common Stock. "Outstanding SYSCO Common
Stock" shall have the meaning set forth in Section 1.5(a).

1.28 Outstanding SYSCO Voting Securities. "Outstanding SYSCO Voting
Securities" shall have the meaning set forth in Section 1.5(a).

1.29 Person. "Person" shall have the meaning set forth in Section
1.5(a)."

3. Section 6.8 of the Plan is hereby amended by adding the following to
the end thereof:

"Notwithstanding anything herein or otherwise to the contrary, the
Compensation and Stock Option Committee of the Board of Directors, may, within
its sole discretion and pursuant to an agreement approved by the Compensation
and Stock Option Committee, waive application of this Section 6.8, when it
determines that specific situations warrant such action."

4. New Section 6.12 is hereby added to the Plan to read as follows:

"6.12 Claims Procedure. Any person who believes that he or she is
being denied a benefit to which he or she is entitled under the Plan (referred
to hereinafter as a "Claimant") must file a written request for such benefit
with the Committee; provided, however, that any claim involving entitlement to,
the amount of or the method of timing of payment of a benefit affected by a

<PAGE>

Change of Control shall be governed by Section 7.3(d)(1). Such written request
must set forth the Claimant's claim and must be addressed to the Committee at
the Company's principal office.

(a) Initial Claims Decision. The Committee shall generally provide
written notice to the Claimant of its decision within 90 days (or 45 days for a
disability-based claim) after the claim is filed with the Committee; provided,
however, that the Committee may have up to an additional 90 days (or up to two
30-day periods for a disability-based claim), to decide the claim, if the
Committee determines that special circumstances require an extension of time to
decide the claim, and the Committee advises the Claimant in writing of the need
for an extension (including an explanation of the special circumstances
requiring the extension) and the date on which it expects to decide the claim.

(b) Appeals. A Claimant may appeal the Committee's decision by
submitting a written request for review to the Committee within 60 days (or 180
days for a disability-based claim) after the earlier of receiving the denial
notice or after expiration of the initial review period. Such written request
must be addressed to the Committee at the Company's principal office. In
connection with such request, the Claimant (and his or her authorized
representative, if any) may review any pertinent documents upon which the denial
was based and may submit issues and comments in writing for consideration by the
Committee. If the Claimant's request for review is not received within the
earlier of 60 days (or 180 days for a disability-based claim) after receipt of
the denial or after expiration of the initial review period, the denial shall be
final, and the Claimant shall be barred and estopped from challenging the
Committee's determination.

(c) Decision Following Appeal. The Committee shall generally make
its decision on the Claimant's appeal in writing within 60 days (or 45 days for
a disability-based claim) following its receipt of the Claimant's request for
appeal; provided, however, that the Committee may have up to an additional 60
days (or 45 days for a disability-based claim) to decide the claim, if the
Committee determines that special circumstances require an extension of time to
decide the claim and the Committee advises the Claimant in writing of the need
for an extension (including an explanation of the special circumstances
requiring the extension) and the date on which it expects to decide the claim.
The Committee shall notify the Claimant of its decision on the Claimant's appeal
in writing, regardless of whether the decision is adverse.

(d) Decisions Final; Procedures Mandatory. A decision on appeal by
the Committee shall be binding and conclusive upon all persons, and completion
of the claims procedures described in this Section 6.12 shall be a mandatory
precondition to commencement of a legal or equitable action in connection with
the Plan by a person claiming rights under the Plan or by another person
claiming rights through such a person. The Committee may, in its sole
discretion, waive the procedures described in this Section 6.12 as a mandatory
precondition to such an action.

<PAGE>

5. Section 7.1 of the Plan is hereby amended in its entirety to read as
follows:

"Committee Appointment. The Committee will be appointed by the Board
of Directors or its designee. Each Committee member will serve until his or her
resignation or removal. The Board of Directors, or its designee, will have the
sole discretion to remove any one or more Committee members and appoint one or
more replacement or additional Committee members from time to time."

6. Section 7.2 of the Plan is hereby amended in its entirety to read as
follows:

"Committee Organization and Voting. The organizational structure and
voting responsibilities of the Committee shall be as set forth in the bylaws of
the Committee."

7. Section 7.3(d)(1) of the Plan is hereby amended in its entirety to read
as follows:

"(1) differences of opinion arising between the Company and a
Participant in accordance with Section 6.12, except when the difference of
opinion relates to the entitlement to, the amount of or the method or timing of
payment of a benefit affected by a Change of Control, in which event, such
difference of opinion shall be decided by judicial action; and"

8. Section 7.3(e) of the Plan is hereby amended in its entirety to read as
follows:

"(e) to delegate by written notice any plan administration duties of
the Committee to such individual members of the Committee, individual employees
of the Company, or groups of employees of the Company, as the Committee
determines to be necessary or advisable to properly administer the Plan."

9. New Section 7.6 is hereby added to the Plan to read as follows:

<PAGE>

from any action or conduct relating to the administration of the Plan, except
claims arising from gross negligence, willful neglect or willful misconduct."

10. Section 9.1 of the Plan is hereby amended in its entirety to read as
follows:

"Amendment or Termination of the Plan. The Board of Directors, the
Committee, or their designees, may amend this Plan at any time by an instrument
in writing without the consent of any adopting Company; provided, however, that
neither the Committee nor its designees shall have authority to terminate this
Plan or to make any amendment that would have a significant financial statement
or benefit impact on the Company. Notwithstanding the foregoing, in no event
shall the Board of Directors have the authority to terminate this Plan during
the two years following a Change of Control."

Except as specifically amended hereby, the Plan shall remain in full force
and effect as prior to this Fourth Amendment.

<PAGE>

IN WITNESS WHEREOF, the Corporation has caused this Fourth Amendment to be
executed as of this 20th day of July , 2004, effective as of July 9, 2004.

SYSCO CORPORATION

By: /s/ Diane D. Sanders
---------------------------------
Diane Day Sanders
Senior Vice President, Finance and
Treasurer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.II
<SEQUENCE>4
<FILENAME>h18314exv10wii.txt
<DESCRIPTION>SEVERANCE AGREEMENT - RICHARD J. SCHNIEDERS
<TEXT>
<PAGE>

EXHIBIT 10(ii)

EXECUTIVE SEVERANCE AGREEMENT

THIS AGREEMENT is entered into as of the 6th day of July, 2004 by and
between Sysco Corporation, a Delaware corporation (the "Company"), and Richard
J. Schnieders ("Executive").

WITNESSETH

WHEREAS, the Company considers the establishment and maintenance of a
sound and vital management team to be essential to protecting and enhancing the
best interests of the Company and its stockholders; and

WHEREAS, the Company recognizes that, as is the case with many publicly
held corporations, the possibility of the termination of an executive's
employment without cause may lead to the distraction of management personnel or
inhibit proper strategic planning to the detriment of the Company and its
stockholders; and

WHEREAS, Executive currently serves as a senior officer of the Company;
and

WHEREAS, the Board (as defined in Section 1) has determined that it is in
the best interests of the Company and its stockholders to secure Executive's
continued services and to ensure Executive's undivided dedication to his duties
without being influenced by the Executive's uncertainty as to the Executive's
employment; and

WHEREAS, the Board has authorized the Company to enter into this
Agreement.

NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, the Company and Executive hereby
agree as follows:

1. Definitions: As used in this Agreement, the following terms shall have
the respective meanings set forth below:

(a) "Board" means the Board of Directors of the Company.

(b) "Cause" means as determined by the Board in good faith: (1) a
material breach by Executive of the duties and responsibilities of Executive or
any written policies or directives of the Company (other than as a result of
incapacity due to physical or mental illness) which is (i) willful or involves
gross negligence, and (ii) not remedied within fifteen (15) days after receipt
of written notice from the Company which specifically identifies the manner in
which such breach has occurred; (2) Executive commits any felony or any
misdemeanor involving willful misconduct (other than minor violations such as
traffic violations) that causes damage to the property, business or reputation
of the Company, as determined in good faith by the Board; (3) Executive engages
in a fraudulent or dishonest act, as determined in good faith by the Board; (4)
Executive engages in habitual insobriety or the use of illegal drugs or
substances; or (5) Executive breaches his fiduciary duties to the Company, as
determined in good faith

<PAGE>

by the Board. The Company must notify Executive of any event constituting Cause
within ninety (90) days following the Company's knowledge of its existence or
such event shall not constitute Cause under this Agreement.

(c) "Date of Termination" means the effective date on which
Executive's employment by the Company is terminated as specified in a prior
written notice from the Company to Executive or from Executive to the Company,
as the case may be, pursuant to Section 11(b) hereof.

(d) "Good Reason" means (i) the Company's demotion of the Executive
to a lesser position than the position in which he is serving prior to such
demotion provided however, Good Reason shall not occur if Executive ceases to be
Chairman of the Board but remains the Chief Executive Officer; (ii) the
assignment to Executive of duties materially inconsistent with his position or
material reduction of the Executive's duties, responsibilities or authority, in
either case without the Executive's prior written consent; (iii) any reduction
in Executive's base salary without the Executive's prior consent unless other
executives who are parties to agreements similar to this one also suffer a
comparable reduction in their base salaries; or (iv) unless agreed to by
Executive, the relocation of Executive's principal place of business outside of
the metropolitan area of Houston, Texas, in each case not remedied by the
Company within fifteen (15) days after receipt by the Company of written
notification from Executive as provided in Section 11(b) which specifically
identifies the Good Reason. The Executive must notify Company of any event that
constitutes Good Reason within ninety (90) days following the Executive's
knowledge of its existence or such event shall not constitute Good Reason under
this Agreement.

(e) "Permanent Disability" means the failure of the Executive to
perform the Executive's duties with the Company on a full-time basis as a result
of an incapacity due to mental or physical illness and such incapacity results
in Executive being eligible for and entitled to receive disability payments
under the Disability Income Plan sponsored by the Company.

2. Payments Upon Termination of Employment by Death, Permanent Disability,
for Cause or Executive's Resignation without Good Reason.

(a) The Executive's employment shall terminate automatically upon
the Executive's death during the period of his employment or resignation without
Good Reason.

(b) If Executive resigns as an employee without Good Reason prior to
reaching age 60, notwithstanding anything contained in the Sysco Corporation
Supplemental Executive Retirement Plan (the "SERP") to the contrary, Executive
shall forfeit all benefits under the SERP. Termination of employment by reason
of death or Permanent Disability shall not be deemed a "resignation."

(c) If the Company determines in good faith that a Permanent
Disability of the Executive has occurred while Executive is employed, it may
give the

2
<PAGE>

Executive written notice in accordance with Section 11(b) of its intention to
terminate the Executive's employment. In such event, the Executive's employment
with the Company shall terminate effective on the day specified in such notice
to the Executive.

(d) In the event the Executive dies, becomes Permanently Disabled
during the period of his employment, resigns without Good Reason or the Company
terminates Executive's employment for Cause by giving written notice as provided
in Section 11(b), the Company shall have no obligation to make any severance
payments or provide any severance benefits to Executive pursuant to this
Agreement. Executive shall be paid his base salary through the date of death or
the effective date of the resignation without Good Reason or the Date of
Termination and the amounts that would be owed under Section 3(a)(2) hereof.

3. Payments Upon Termination of Employment by Company Without Cause.

(a) If the Company terminates the employment of Executive without
Cause, Executive shall be paid his base salary through the date of Termination,
and if Executive executes a release substantially in the form attached hereto as
Exhibit A:

(1) The Company shall pay to Executive (or Executive's
beneficiary or estate), subject to Section 3(b) hereof, commencing thirty (30)
days following the later of (A) the Date of Termination and (B) the date the
Company receives the release as above described executed by Executive for which
any revocation period in such release has lapsed, as compensation for services
rendered to the Company, a monthly payment for 24 months equal to the sum of:

(i) Executive's monthly base salary (before any elective
deferrals under any Company plans) in effect on the Date of Termination, plus;

(ii) An amount equal to one twelfth (1/12) of the
average annual bonus paid to Executive under the Sysco Corporation 2000
Management Incentive Plan, or such Plan's predecessor, successor or replacement
plan, (before any elective deferrals under any Company plans) for the preceding
five (5) fiscal years ended prior to the Date of Termination; and

(iii) An amount equal to the monthly cost to Executive
for continued coverage under the Company's group health benefit insurance plans
under Section 4980B of the Internal Revenue Code of 1986 (COBRA), regardless of
whether Executive elects to be covered by COBRA.

(2) Within thirty (30) days of the receipt of the signed
release required under Section 3(a), Company shall pay to Executive any unpaid
bonuses earned in a fiscal year ended prior to the Date of Termination, accrued
but unused vacation time and any unreimbursed business expenses owed under the
Company's expense reimbursement policies; and

(3) Upon the latter to occur of both (i) 30 days after the
receipt of the signed release required under Section 3(a) and (ii) 90 days
following the end of the

3
<PAGE>

fiscal year during which the Date of Termination occurs, the Company shall pay
to Executive a fraction of the bonus the Executive would have earned for such
fiscal year (excluding any deferred or matching amounts to which he would have
been entitled) under the Sysco Corporation 2000 Management Incentive Plan, or
such Plan's successor or replacement plan, had Executive not been terminated, as
determined by the Company, in its sole discretion the numerator of such fraction
being the number of days in the fiscal year prior to the Date of Termination and
the denominator being 365.

(4) If the Date of Termination occurs before Executive has
reached the age of 60, then for purposes of the SERP, notwithstanding
Executive's actual age, he shall be deemed to be 60 years of age as of the Date
of Termination and entitled to the benefits under the SERP as if he were 60
years of age at the Date of Termination; and

(5) If, at the Date of Termination (i) the Sysco Corporation
Executive Deferred Compensation Plan (the "Deferred Comp Plan") has been amended
to permit the accelerated vesting of unvested benefits prior to age 60, (ii) the
Executive has been designated as an executive entitled to such accelerated
vesting and (iii) the Executive has not reached the age of 60, he shall be
entitled to receive 100% of the unvested benefits (in addition to all vested
benefits) under the Deferred Comp Plan and he shall be entitled to receive the
payment of such benefits in a single payment not more than 60 days after the
receipt of the signed release required under Section 3(a).

(b) Notwithstanding the provisions of Section 3(a), if at any time
within the two years following the Date of Termination, Executive, without prior
written consent of the Company, directly or indirectly owns, operates, manages,
controls or participates in the ownership, management, operation or control of
or is employed by, or is paid as a consultant or other independent contractor
to, a business which competes with the Company (or any subsidiary of the
Company) in a trade area served by the Company (or a subsidiary of the Company)
as of the date of this Agreement, and the Executive continues to be so engaged
60 days after written notice has been given to him to cease such activity, he
shall forfeit all amounts thereafter due the Executive under Section 3(a)
hereof.

(c) Any amounts paid pursuant to Section 3(a) herein shall be in
lieu of any other amount of severance relating to salary or bonus continuation
to be received by Executive upon termination of employment of Executive under
any severance plan or policy of the Company. For purposes of this Agreement,
benefits under the SERP and the Deferred Comp Plan shall not be considered
severance, salary or bonus continuation payments.

4. Requirement of an Additional Payment in Certain Circumstances.

(a) In the event all or any portion of a payment or acceleration
right pursuant to this Agreement, or any other agreement, plan, instrument or
obligation to which Executive is a party or of which Executive is a beneficiary
(an "Other Company Obligation") is treated as an "excess parachute payment" (as
defined in Section 280G(b)(1) of the Code) which is subject to the excise tax
(the "Excise Tax") imposed by Section 4999 of the Code, the Company shall make
the Additional Payments (defined

4
<PAGE>

below) either directly to Executive in cash or, with respect to Excise Taxes or
other taxes subject to withholding, by payment of such taxes to the appropriate
taxing authority on Executive's behalf, notwithstanding any contrary provision
in this Agreement or any Other Company Obligation.

(b) The term "Additional Payment" means a payment in an amount equal
to the sum of (1) the Excise Taxes payable by Executive on any payment or
acceleration right pursuant to this Agreement or any Other Company Obligation
which is treated as an excess parachute payment, plus (2) the additional Excise
Taxes, federal and state income taxes and employment taxes to the extent such
taxes are imposed in respect of the Additional Payment, such that Executive
shall be in the same after-tax position and shall have received the same
benefits that he would have received if the Excise Taxes had not been imposed.
For purposes of calculating the income taxes attributable to the Additional
Payment, Executive shall be deemed for all purposes to pay federal income taxes
at the highest marginal rate of federal income taxation for individuals in the
calendar year in which the Additional Payment is to be made, and, if applicable,
at the highest marginal state income tax rate to which Executive is subject with
respect to the Additional Payment, net of the maximum reduction in federal
income taxes that could be obtained from deduction of such state taxes. An
example of the calculation of an Additional Payment is set forth below. Assume
that the Excise Tax rate is 20%, the highest marginal federal income tax rate is
40%, Executive is subject to federal employment taxes at a rate of 2.9% and
Executive is not subject to state income taxes. Further assume that Executive
has received an excess parachute payment in the amount of $200,000, on which
$40,000 ($200,000 x 20%) in Excise Taxes are payable. The amount of the required
Additional Payment is thus computed to be $107,817, i.e., the Additional Payment
of $107,817, less additional Excise Taxes on the Additional Payment of $21,563
(i.e., 20% x $107,817), income taxes of $43,127 (i.e., 40% x $107,817),
employment taxes of $3,127 (i.e., 2.9% x $107,817) yields $40,000, the amount of
the Excise Taxes payable in respect of the original excess parachute payment.

(c) Executive agrees to reasonably cooperate with the Company to
minimize the amount of parachute payments or excess parachute payments,
including, without limitation, assisting the Company in establishing that some
or all of the payments received by Executive are not "contingent on a change,"
as described in Section 280G(b)(2)(A)(i) of the Code and the regulations
thereunder, or that some or all of such payments are reasonable compensation for
personal services actually rendered by Executive before the date of such change
or to be rendered by Executive on or after the date of such change if such
arguments are reasonably available. In the event that the Company is able to
establish that the amount of an excess parachute payment is less than originally
anticipated by Executive, or if Executive becomes entitled to receive a tax
refund with respect to Excise Taxes or Additional Payments, Executive shall
refund to the Company any excess Additional Payment to the extent not required
to pay Excise Taxes, income or employment taxes (including those incurred in
respect of receipt of any Additional Payment). Notwithstanding the foregoing,
except as otherwise required by Section 4(g) hereof, Executive shall not be
required to take any action which his attorney or tax advisor advises him in
writing that exposes him to any penalties imposed by the Code. Executive may
require the Company to deliver to Executive an indemnification

5
<PAGE>

agreement in form and substance reasonably satisfactory to Executive as a
condition to taking any action required by this subsection (c).

(d) The Company shall make the Additional Payments required to be
made under this Section 4 not less than thirty (30) days before the Excise Tax
with respect to any excess parachute payment to which Section 4(a) is applicable
is due. Any Additional Payment required to be paid by the Company under this
Section 4 which is not paid within 30 days of receipt by the Company of
Executive's written demand therefor shall thereafter be deemed delinquent, and
the Company shall pay to Executive immediately upon demand interest at a
variable rate equal to the prime rate, as reported in the Wall Street Journal
"Money Rates" from time to time (the "Prime Rate") from the date such Additional
Payment becomes delinquent to the date of payment of such delinquent sum with
interest.

(e) In the event that there is any change to the Code which results
in the recodification of Section 280G or Section 4999 of the Code, or in the
event that either such sections of the Code is amended, replaced or supplemented
by other provisions of the Code having a similar effect ("Successor
Provisions"), then this Agreement shall be applied and enforced with respect to
such new Code provisions in a manner consistent with the intent of the parties
as expressed herein, which is to assure that Executive is in the same after-tax
position and has received the same benefits that he would have been in and
received if any taxes imposed by Section 4999 (or any Successor Provisions) had
not been imposed on any payments due him pursuant to this Agreement and any
Other Company Obligation.

(f) All determinations required to be made under this Section 4
including, without limitation, whether an Additional Payment is required, and
the amount of such Additional Payment and the assumptions to be utilized in
arriving at such determinations, unless otherwise expressly set forth in this
Agreement, shall be made within 45 days from the Date of Termination of
Executive's employment with the Company by the independent tax consultant(s)
selected by the Company and reasonably acceptable to Executive ("Tax
Consultant"). The Tax Consultant must be a qualified tax attorney or certified
public accountant. All fees and expenses of the Tax Consultant shall be paid in
full by the Company.

(g) The Company and Executive shall report the federal and state tax
consequences of any payment or acceleration right subject to Section 4(a) above
in good faith and in a manner reasonably consistent with determinations made by
the Tax Consultant. Executive shall not take a position inconsistent with such
determinations by Tax Consultant in any proceeding related to the determination
of any tax unless otherwise agreed to in writing by the Company. If Executive's
tax advisor reasonably believes that a position with respect to any payment or
acceleration right subject to Section 4(a) could expose Executive to penalties
under the Code, Executive shall not be required to report such payment or
acceleration right consistent with such position unless the Company causes the
Tax Consultant to provide Executive with a "more likely than not" opinion
reasonably satisfactory to Executive's tax advisor. Upon receipt of such tax
opinion, Executive shall report the federal and state income tax consequences of
the payment or

6
<PAGE>

acceleration right subject to the opinion in a manner consistent with the
opinion, and shall take no position inconsistent with the opinion in any
proceeding related to the determination of any tax unless otherwise agreed to in
writing by the Company.

(h) The Company shall indemnify and hold harmless the Executive, on
an after-tax basis, from any costs, expenses, penalties, fines, interest or
other liabilities ("Losses") incurred by Executive with respect to the exercise
by the Company of any of its rights under this Section 4, including, without
limitation, any Losses related to the Company's decision to contest a claim of
any imputed income, or otherwise with respect to Executive's liability for any
Excise Tax, or any losses related to any erroneous determination made by the Tax
Consultant pursuant of subsection (f) of this Section 4. The Company shall pay
all fees and expenses incurred under this Section 4, and shall promptly
reimburse Executive for the reasonable expenses incurred by Executive in
connection with any actions taken by the Company or required to be taken by
Executive hereunder. Any payments owing to Executive and not made within 30 days
of delivery to the Company of evidence of Executive's entitlement thereto shall
be paid to Executive together with interest at the Prime Rate.

5. Payments Upon Termination of Employment by Executive for Good Reason.

(a) The Executive's employment may be terminated by Executive for
Good Reason by providing written notice as required by Section 11(b) setting
forth a Date of Termination not less than fifteen (15) days or more than sixty
(60) days from receipt of such notice, provided the Company has not remedied the
event creating the Good Reason within fifteen (15) days of receipt of such
notice.

(b) Termination of employment by the Executive for Good Reason shall
be deemed, for purposes of this Agreement, as a termination of employment by the
Company without Cause and Executive shall be entitled to the benefits and
subject to the obligations of Sections 3 and 4 hereof.

(c) The Executive's mental or physical incapacity following the
occurrence of an event described in the definition of Good Reason shall not
affect Executive's ability to terminate employment for Good Reason.

6. Waiver of "Cut Back" Provisions in SERP and Deferred Comp Plan.
This Agreement has been approved by the Compensation Committee of the Board of
Directors of the Company and, subject to the amendment of the SERP and Deferred
Comp Plan to allow for the waiver of the provisions of Section 6.8 of the SERP
and Section 6.10 of the Deferred Comp Plan, is intended to constitute an
agreement which is exempt from the provisions of Section 6.8 of the SERP and
Section 6.10 of the Deferred Comp Plan.

7. Withholding Taxes. The Company may withhold from all payments due to
Executive (or his beneficiary or estate) hereunder all taxes that, by applicable
federal, state, local or other law, the Company is required to withhold
therefrom.

7
<PAGE>

8. Term of Agreement. This Agreement shall be effective on the date hereof
and shall continue in effect until the employment of the Executive terminates,
provided that the obligations under Section 3 shall survive without such
limitation.

9. Employment with the Company. Executive agrees that he is an
employee-at-will and that nothing in this Agreement shall create any express or
implied right of continued employment by the Company. Executive's employment may
be terminated at any time by the Company with or without Cause.

10. Successors; Binding Agreement.

(a) This Agreement shall be binding on the Company, its successors
and assigns.

(b) This Agreement shall inure to the benefit of and be enforceable
by Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If Executive shall die
while any amounts remain to be payable to Executive hereunder had Executive
continued to live, all such amounts shall be paid in accordance with the terms
of this Agreement to such person or persons appointed in writing by Executive to
receive such amounts or, if no person is so appointed, to Executive's estate.

11. Notice.

(a) For purposes of this Agreement, all notices and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered or five (5) days after deposit in
the United States mail, certified and return receipt requested, postage prepaid,
addressed as follows:

If to the Executive: At the last known address shown in the
Company's personnel records.

If to the Company: SYSCO Corporation
1390 Enclave Parkway
Houston, TX 77077-2099
Attention: General Counsel

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

(b) A written notice terminating Executive's employment shall set
forth the Date of Termination and shall (1) indicate the specific termination
provision in this Agreement relied upon, (2) set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of
Executive's employment under the provision so indicated and (3) specify the
termination date (which date shall be not less than fifteen (15) nor more than
sixty (60) days after the giving of such notice). The failure by the

8
<PAGE>

Company or Executive to set forth in such notice any fact or circumstance which
contributes to a showing of Cause, Good Reason, or Permanent Disability shall
not waive any right of the Company or Executive from asserting such fact or
circumstances in enforcing the Company's or Executive's rights hereunder.

12. Post Termination Employment. Executive shall not be obligated to seek
or accept other employment or take other action to mitigate of the amounts
payable to Executive under any of the provisions of this Agreement and such
amounts shall not be reduced whether or not Executive obtains other employment.

13. Reimbursement of Legal and Advisory Expenses. The Company will
reimburse Executive for the legal and advisory fees incurred by Executive in
connection with the negotiation and execution of this Agreement.

14. Resolution of Disputes.

(a) If a legally cognizable dispute arises out of or relates to this
Agreement or the breach, termination, or validity thereof, and if said dispute
cannot be settled through direct discussions, the parties agree to resolve the
dispute by binding arbitration before the American Arbitration Association
("AAA"). Arbitration proceedings shall be held in Houston, Texas, or at such
other place as may be selected by the mutual agreement of the parties. The
arbitration shall proceed in accordance with the Employment Dispute Resolution
Rules of the AAA in effect on the date of this Agreement, and judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof.

(b) Disputes subject to binding arbitration pursuant to this section
include all tort and contract claims, as well as claims brought under all
applicable federal, state or local statutes, laws, regulations or ordinances,
including but not limited to, Title VII of the Civil Rights Act of 1964, as
amended, the Family and Medical Leave Act; the Americans with Disabilities Act;
the Rehabilitation Act of 1973, as amended; the Fair Labor Standards Act of
1938, as amended; the Age Discrimination in Employment Act, as amended; the
Equal Pay Act; the Civil Rights Act of 1866, as amended; and the Employee
Retirement Income Security Act of 1974. Disputes subject to binding arbitration
pursuant to this section also include claims against the Company's parent and
subsidiaries, and affiliated and successor companies, and claims against the
Company that include claims against the Company's agents and employees, in their
capacity as such and otherwise.

(c) The arbitration award shall be in writing and shall specify the
factual and legal bases for the award. In rendering the award, the arbitrator
shall determine the respective rights and obligations of the parties according
to the laws of the State of Delaware or, if applicable, federal law. The
arbitrator shall have the authority to award any remedy or relief that a federal
or state court within the State of Delaware could order or grant, including
without limitation, specific performance of any obligation created under this
Agreement; an award of punitive, exemplary, statutory, or compensatory damages;
the issuance of an injunction or other provisional relief; or the imposition of
sanctions for abuse or frustration of the arbitration process.

9
<PAGE>

(d) Each party shall pay for its own fees and expenses of
arbitration including the expense of its own counsel, experts, witnesses and
preparation and presentation of evidence, except that the cost of the arbitrator
and any filing fee exceeding the applicable filing fee in federal court shall be
paid by the Company; provided, however, that all reasonable costs and fees
necessarily incurred by any party are subject to reimbursement from the other
party as part of any award of the arbitrator.

(e) By initialing below, Executive and the Company acknowledge that
each has read the provisions of this Section 14 and agree to arbitration as
provided herein. (A duly authorized officer of the Company shall provide his or
her initials on behalf of the Company.)

SYSCO CORPORATION EXECUTIVE

BY: /s/ RGM /s/ RJS
--------------------- ---------------------------

15. Cooperation and Non-Disparagement.

(a) If Executive's employment is terminated with or without Cause,
Executive agrees to cooperate to the extent and in the manner requested by the
Company at the Company's expense, in the prosecution or defense of any actual,
threatened or potential claims, litigation or other proceeding involving the
Company including meeting with the Company and its counsel at their request for
interviews. The Company, its management and its counsel shall cooperate fully
with Executive as to the level of interference with Executive's other business
and personal commitments so as to minimize the level of inconvenience to
Executive. To the extent reasonably possible, Executive's services shall be
rendered by personal consultation at Executive's residence or office, wherever
maintained, or by correspondence through the mails, telephone, facsimile or
electronic mail, including weekends and evenings, as may be most convenient to
Executive. Executive shall not be obligated to (i) occupy any office of the
Company or any of its subsidiaries, or (ii) render any services whatsoever to
the Company or any of its subsidiaries other than those specified in this
Section 15. The Company shall reimburse Executive for all documented
out-of-pocket expenses reasonably incurred by Executive in complying with
Executive's obligations hereunder, in accordance with the Company's normal
expense reimbursement policies for senior executives.

(b) If Executive's employment is terminated with or without Cause,
Executive and the Company agree that neither shall make any disparaging comments
or accusations detrimental to the reputation, business, or business
relationships of the other except in connection with legal proceedings. In the
event that Executive becomes legally compelled to disclose information that may
be disparaging to the Company, or detrimental to the business or business
relationships of the Company, he shall provide the Company with prompt notice so
that it may seek a protective order or other appropriate remedy and/or waive
compliance with the provisions of this Agreement. In the event that such
protective order remedy is not obtained, or that the party about whom the
disclosure is to be made waives compliance with the provisions of this
Agreement, Executive will furnish

10
<PAGE>

only such information that he is advised by written opinion of counsel (such
counsel's opinion to be obtained at the expense of the party seeking the
protective order) is legally required and will exercise his best efforts to
obtain a protective order or other reliable assurance that confidential
treatment will be accorded any confidential information. This Section 15 shall
not apply to disparaging comments or accusations made in testimony or pleadings
in connection with any claims asserted by Executive in a court of law. If
Executive shall violate this Section 15(b) he shall forfeit all amounts
thereafter due under Sections 3(a) and (b) hereof.

16. Governing Law. The interpretation, construction and performance of
this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the state of Delaware without regard to the principle
of conflicts of laws.

17. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.

18. Severability. Provided the other provisions of this Agreement do not
frustrate the purpose and intent of the law, in the event that any portion of
this Agreement shall be determined to be invalid or unenforceable to any extent,
the same shall to that extent be deemed severable from this Agreement and the
invalidity or unenforceability thereof shall not affect the validity and
enforceability of the remaining portion of this Agreement.

19. Miscellaneous. No provision of this Agreement may be modified or
waived unless such modification or waiver is agreed to in writing and signed by
Executive and by a duly authorized officer of the Company. No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. Failure by Executive
or the Company to insist upon strict compliance with any provision of this
Agreement or to assert any right Executive or the Company may have hereunder,
shall not be deemed to be a waiver of such provision or right or any other
provision or right of this Agreement. Except as otherwise specifically provided
herein, the rights of, and benefits payable to, Executive, Executive's estate or
Executive's beneficiaries pursuant to this Agreement are in addition to any
rights of, or benefits payable to, Executive, Executive's estate or Executive's
beneficiaries under any other employee benefit plan or compensation program of
the Company, except as herein specifically provided.

11
<PAGE>

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by a duly authorized officer of the Company and Executive has executed this
Agreement as of the day and year first above written.

SYSCO CORPORATION EXECUTIVE

By: /s/ Richard G. Merrill /s/ Richard J. Schnieders
---------------------------------- ------------------------------------
Richard G. Merrill Richard J. Schnieders

Title: Chairman, Compensation & Stock Chairman and Chief Executive Officer
Option Committee of SYSCO SYSCO Corporation
Corporation's Board of Directors

Attested to on this 6th day of July, 2004.

/s/ Michael C. Nichols
- ---------------------------
Corporate Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.JJ
<SEQUENCE>5
<FILENAME>h18314exv10wjj.txt
<DESCRIPTION>FORM OF SEVERANCE AGREEMENT
<TEXT>
<PAGE>

EXHIBIT 10(jj)

EXECUTIVE SEVERANCE AGREEMENT

THIS AGREEMENT is entered into as of the ____ day of _____________, 2004
by and between Sysco Corporation, a Delaware corporation (the "Company"), and
_____________________ ("Executive").

WITNESSETH

WHEREAS, Executive currently serves as a senior officer of the Company;
and

WHEREAS, the Board has authorized the Company to enter into this
Agreement.

NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, the Company and Executive hereby
agree as follows:

1. Definitions: As used in this Agreement, the following terms shall have
the respective meanings set forth below:

(a) "Board" means the Board of Directors of the Company.

<PAGE>

(d) "Good Reason" means (i) the Company's demotion of the Executive
to a lesser position than the position in which he is serving prior to such
demotion (ii) the assignment to Executive of duties materially inconsistent with
his position or material reduction of the Executive's duties, responsibilities
or authority, in either case without the Executive's prior written consent;
(iii) any reduction in Executive's base salary without the Executive's prior
consent unless other executives who are parties to agreements similar to this
one also suffer a comparable reduction in their base salaries; or (iv) unless
agreed to by Executive, the relocation of Executive's principal place of
business outside of the metropolitan area of Houston, Texas, in each case not
remedied by the Company within fifteen (15) days after receipt by the Company of
written notification from Executive as provided in Section 11(b) which
specifically identifies the Good Reason. The Executive must notify Company of
any event that constitutes Good Reason within ninety (90) days following the
Executive's knowledge of its existence or such event shall not constitute Good
Reason under this Agreement.

2. Payments Upon Termination of Employment by Death, Permanent Disability,
for Cause or Executive's Resignation without Good Reason.

(a) The Executive's employment shall terminate automatically upon
the Executive's death during the period of his employment or resignation without
Good Reason.

(c) If the Company determines in good faith that a Permanent
Disability of the Executive has occurred while Executive is employed, it may
give the Executive written notice in accordance with Section 11(b) of its
intention to terminate the

2
<PAGE>

Executive's employment. In such event, the Executive's employment with the
Company shall terminate effective on the day specified in such notice to the
Executive.

3. Payments Upon Termination of Employment by Company Without Cause.

(i) Executive's monthly base salary (before any elective
deferrals under any Company plans) in effect on the Date of Termination, plus;

(3) Upon the latter to occur of both (i) 30 days after the
receipt of the signed release required under Section 3(a) and (ii) 90 days
following the end of the fiscal year during which the Date of Termination
occurs, the Company shall pay to

3
<PAGE>

Executive a fraction of the bonus the Executive would have earned for such
fiscal year (excluding any deferred or matching amounts to which he would have
been entitled) under the Sysco Corporation 2000 Management Incentive Plan, or
such Plan's successor or replacement plan, had Executive not been terminated, as
determined by the Company, in its sole discretion, the numerator of such
fraction being the number of days in the fiscal year prior to the Date of
Termination and the denominator being 365.

(5) If, at the Date of Termination (i) the Sysco Corporation
Executive Deferred Compensation Plan (the "Deferred Comp Plan") has been amended
to permit the accelerated vesting of unvested benefits prior to age 60, (ii) the
Executive has been designated as an executive entitled to such accelerated
vesting and (iii) the Executive has not reached the age of 60, he shall be
entitled to receive 100% of the unvested benefits (in addition to all vested
benefits) under the "Deferred Comp Plan" and he shall be entitled to receive the
payment of such benefits in a single payment not more than 60 days after the
receipt of the signed release required under Section 3(a).

4. Requirement of an Additional Payment in Certain Circumstances.

4
<PAGE>

Section 4999 of the Code, the Company shall make the Additional Payments
(defined below) either directly to Executive in cash or, with respect to Excise
Taxes or other taxes subject to withholding, by payment of such taxes to the
appropriate taxing authority on Executive's behalf, notwithstanding any contrary
provision in this Agreement or any Other Company Obligation.

5
<PAGE>

Code. Executive may require the Company to deliver to Executive an
indemnification agreement in form and substance reasonably satisfactory to
Executive as a condition to taking any action required by this subsection (c).

6
<PAGE>

Executive shall report the federal and state income tax consequences of the
payment or acceleration right subject to the opinion in a manner consistent with
the opinion, and shall take no position inconsistent with the opinion in any
proceeding related to the determination of any tax unless otherwise agreed to in
writing by the Company.

5. Payments Upon Termination of Employment by Executive for Good Reason.

7
<PAGE>

10. Successors; Binding Agreement.

(a) This Agreement shall be binding on the Company, its successors
and assigns.

11. Notice.

If to the Executive: At the last known address shown in the
Company's personnel records.

If to the Company: SYSCO Corporation
1390 Enclave Parkway
Houston, TX 77077-2099
Attention: General Counsel

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

8
<PAGE>

claimed to provide a basis for termination of Executive's employment under the
provision so indicated and (3) specify the termination date (which date shall be
not less than fifteen (15) nor more than sixty (60) days after the giving of
such notice). The failure by the Company or Executive to set forth in such
notice any fact or circumstance which contributes to a showing of Cause, Good
Reason, or Permanent Disability shall not waive any right of the Company or
Executive from asserting such fact or circumstances in enforcing the Company's
or Executive's rights hereunder.

14. Resolution of Disputes.

9
<PAGE>

order or grant, including without limitation, specific performance of any
obligation created under this Agreement; an award of punitive, exemplary,
statutory, or compensatory damages; the issuance of an injunction or other
provisional relief; or the imposition of sanctions for abuse or frustration of
the arbitration process.

SYSCO CORPORATION EXECUTIVE

BY:_____________________ ___________________________

15. Cooperation and Non-Disparagement.

10
<PAGE>

compelled to disclose information that may be disparaging to the Company, or
detrimental to the business or business relationships of the Company, he shall
provide the Company with prompt notice so that it may seek a protective order or
other appropriate remedy and/or waive compliance with the provisions of this
Agreement. In the event that such protective order remedy is not obtained, or
that the party about whom the disclosure is to be made waives compliance with
the provisions of this Agreement, Executive will furnish only such information
that he is advised by written opinion of counsel (such counsel's opinion to be
obtained at the expense of the party seeking the protective order) is legally
required and will exercise his best efforts to obtain a protective order or
other reliable assurance that confidential treatment will be accorded any
confidential information. This Section 15 shall not apply to disparaging
comments or accusations made in testimony or pleadings in connection with any
claims asserted by Executive in a court of law. If Executive shall violate this
Section 15(b) he shall forfeit all amounts thereafter due under Sections 3(a)
and (b) hereof.

17. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.

11
<PAGE>

SYSCO CORPORATION EXECUTIVE

By:
------------------------------- ________________________________
Richard G. Merrill ________________________

Title: Chairman, Compensation & Stock
Option Committee of SYSCO
Corporation's Board of Directors

Attested to on this ______ day of __________________, 2004.

___________________________________
Corporate Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.KK
<SEQUENCE>6
<FILENAME>h18314exv10wkk.txt
<DESCRIPTION>FORM OF AMENDMENT TO SEVERANCE AGREEMENT
<TEXT>
<PAGE>
EXHIBIT 10(kk)

FIRST AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT

THIS AGREEMENT is entered into as of the 3rd day of September, 2004
by and between Sysco Corporation, a Delaware corporation (the "Company"), and
____________________ ("Executive").

WITNESSETH

WHEREAS, the Company and the Executive entered into an Executive
Severance Agreement dated as of _________, 2004 (the "Severance Agreement"); and

WHEREAS, the parties desire to amend the Severance Agreement as
hereinafter provided.

NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, the Company and Executive hereby
agree as follows:

1. Section 8 of the Severance Agreement is hereby deleted in its
entirety and a new Section 8 is substituted in lieu thereof, as follows:

8. Term of Agreement. This Agreement shall be effective on the
date hereof and shall continue in effect, notwithstanding any
termination of the Executive's Employment, until all
obligations of the parties hereunder are satisfied.

2. All other terms and conditions of Severance Agreement shall remain
in full force and effect as therein contained.

IN WITNESS WHEREOF, the Company has caused this First Amendment to the
Executive Severance Agreement to be executed by a duly authorized officer of the
Company and Executive has executed this agreement as of the day and year first
above written.

SYSCO CORPORATION EXECUTIVE

BY:
------------------------------- -------------------------------
Richard G. Merrill
-------------------------------

Title: Chairman, Compensation
& Stock Option Committee of
SYSCO Corporation's Board
of Directors

Attested as of September 3, 2004

- -------------------------------
Michael C. Nichols, Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.PP
<SEQUENCE>7
<FILENAME>h18314exv10wpp.txt
<DESCRIPTION>FORM OF STOCK OPTION GRANT AGMT. - 8/31/1995
<TEXT>
<PAGE>
EXHIBIT 10(pp)

SYSCO CORPORATION
1991 STOCK OPTION PLAN

1995 STOCK OPTION AGREEMENT

CORPORATE

Under the terms and conditions of the Sysco Corporation 1991 Stock
Option Plan (the "Plan"), a copy of which is incorporated into this Agreement by
reference, Sysco Corporation (the "Corporation") grants to _____________________
(the "Optionee") the option to purchase __________ shares of the Corporation's
Common Stock, $1.00 par value, at the price of $28.75 per share, subject to
adjustment as provided in the Plan (the "Option").

This Option shall be for a term of ten years commencing on this date
and ending August 30, 2005, and shall be subject to the Terms and Conditions of
Stock Option set forth on the reverse side and incorporated in this Agreement by
reference.

When exercised, all or a portion of this Option may be an incentive
stock option, governed by Section 422 of the Internal Revenue Code of 1986, as
amended. This option is granted without Stock Appreciation Rights.

The Optionee in accepting this Option accepts and agrees to be bound by
all the terms and conditions of the Plan and the Terms and Conditions of Stock
Option which pertain to stock options granted under the Plan and acknowledges
receipt of the Corporation's initial disclosure document dated September 4,
1992, as supplemented by the 1991 Stock Option Plan Amendments and Supplemental
Disclosure dated November 3, 1995.

Granted as of August 31, 1995.

SYSCO CORPORATION

By
---------------------------------

ACCEPTED:

- ---------------------------------
Optionee

- ---------------------------------
Date

(PLEASE RETURN A SIGNED COPY TO MRS. LA DEE G. RIKER
AND RETAIN A COPY FOR YOUR FILES.)

<PAGE>

TERMS AND CONDITIONS OF STOCK OPTION

CORPORATE

1. Please carefully review all the provisions of the Sysco Corporation 1991
Stock Option Plan (the "Plan"). In addition to the conditions set out in the
Plan, the exercise of your option is contingent upon satisfying the provisions
of this document including the achievement of certain operating performance
levels, as set forth below, during the period beginning August 31, 1995, and
ending August 30, 2000 (the "Vesting Period").

2. Fiscal year 1995 is the base year for determining if vesting requirements
have been met. One-third of the total number of shares covered by your option
shall vest at the conclusion of each of the next three fiscal years of Sysco
Corporation (the "Corporation") (i.e., June 29, 1996, June 28, 1997, and June
27, 1998), provided that the pretax earnings of the Corporation increased at
least 20% in each fiscal year over the Corporation's pretax earnings for the
prior year. If pretax earnings of the Corporation should increase less than 20%
in any one fiscal year over the prior fiscal year, the option will vest at the
conclusion of any fiscal year within the five year Vesting Period in which
pretax earnings of the Corporation for the fiscal years after fiscal year 1995
have grown at a minimum rate of 15% compounded annually, with one-third of the
total number of shares covered by your option to vest for each fiscal year after
fiscal year 1995 included in the calculation of the 15% compounded minimum
growth rate.

3. If neither of the vesting requirements set out in the paragraph immediately
above are met, your option may still vest, in part or in whole, when the
following criteria are attained:

a. For ANY fiscal year within the five-year Vesting Period in which the
Corporation's annual return on shareholders' equity equals or exceeds
17.5% and the increase in pretax earnings of the Corporation over the
prior fiscal year equals or exceeds 15%, one-third of the option will
vest.

b. If the Corporation's AVERAGE annual return on shareholders' equity for
the five fiscal years ending within the five-year Vesting Period equals
or exceeds 17.5% and the increase in pretax earnings of the Corporation
over the five fiscal years equals or exceeds 10% compounded annually,
your option will fully vest.

4. If none of the vesting requirements set out above are met within the Vesting
Period as to any portion of an option, such option (or portion thereof) will
nonetheless vest and become exercisable ("Supplemental Vesting") six months
prior to the expiration thereof (the "Supplemental Vesting Date") provided that
you continue in the active employment of the Corporation or one of its
affiliates on the Supplemental Vesting Date. Supplemental Vesting shall not
apply if you have retired or become disabled (within the meaning of the
Corporation's Retirement Plan) or you are otherwise not actively employed by a
SYSCO company.

5. The vested portion of your option may be exercised at any time following the
conclusion of the fiscal year in which it vests, provided that at the time of
the exercise all of the conditions set forth in the Plan and in this document
have been met. No portion of your option may be exercised prior to September 1,
1996. For your information, the Corporation's fiscal year ends on the Saturday
closest to June 30. The committee of the Corporation's Board of Directors which
administers the Plan (the "Committee") retains the right to modify any of the
vesting requirements set forth in these Terms and Conditions of Stock Option for
option holders who are (a) transferred from one operating subsidiary or division
of the Corporation ("Operating Company") to another (b) from the corporate
office to an Operating Company or (c) from any Operating Company to the
corporate office.

6. Please note that your option is nontransferable and may be exercised in part
or in whole only if the conditions set forth in the Plan and herein have been
fulfilled. Your stock option is in all respects limited and conditioned as
provided in the Plan, including, but not limited to, the following:

a. Your option will normally terminate on the earlier of the date of the
expiration of the option or upon severance of your employment
relationship with the Corporation for any reason, for or without cause.
Whether an authorized leave of absence, or an absence for military or
government service, constitutes severance of your employment
relationship with the Corporation will be determined by the Committee
at the time of the event. However, if before the expiration of your
option, you retire in good standing from the employ of the Corporation
for reasons of age or disability under the established rules of the
Corporation then in effect, your option will remain in effect, vest and
be exercised in accordance with its terms as if you remained an
employee of the Corporation except that Supplemental Vesting will not
occur after your retirement or disability. Generally, under current tax
law, if you exercise your option more than three months after
retirement for age or more than one year after retirement for
disability, the tax treatment accorded incentive stock options will not
apply.

b. In the event of your death while you are an employee, or while you are
retired for age or disability as described in (a) above, your option
may be exercised by your estate, or by the person to whom such right
devolves from you by reason of your death, to the extent your right to
exercise such option has vested at the time of your death, at any time
within one year after the date of your death or ten years after the
date of grant, whichever date occurs first.

7. At the time or times when you wish to exercise your option, in whole or in
part, please refer to the provisions of the Plan dealing with methods and
formalities of exercising your option. If there is any variance or contradiction
between the provisions of the Plan and the terms and conditions above, the
provisions of the Plan will prevail.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.QQ
<SEQUENCE>8
<FILENAME>h18314exv10wqq.txt
<DESCRIPTION>FORM OF STOCK OPTION GRANT AGMT. - 9/5/1996
<TEXT>
<PAGE>
EXHIBIT 10(qq)

SYSCO CORPORATION
1991 STOCK OPTION PLAN

1996 STOCK OPTION AGREEMENT

CORPORATE

Under the terms and conditions of the Sysco Corporation 1991 Stock
Option Plan (the "Plan"), a copy of which is incorporated into this Agreement by
reference, Sysco Corporation (the "Corporation") grants to {{Name}} (the
"Optionee") the option to purchase {{Amount}} shares of the Corporation's Common
Stock, $1.00 par value, at the price of $31.875 per share, subject to adjustment
as provided in the Plan (the "Option").

This Option shall be for a term of ten years commencing on this date
and ending September 4, 2006, and shall be subject to the Terms and Conditions
of Stock Option set forth on the reverse side and incorporated in this Agreement
by reference.

Granted as of September 5, 1996.

SYSCO CORPORATION

Bill M. Lindig, President

ACCEPTED:

- ---------------------------
Optionee

- ---------------------------
Date

(PLEASE RETURN A SIGNED COPY TO CONNIE S. BROOKS AND
RETAIN A COPY FOR YOUR FILES.)

<PAGE>

TERMS AND CONDITIONS OF STOCK OPTION

CORPORATE

1. Please carefully review all the provisions of the Sysco Corporation 1991
Stock Option Plan (the "Plan"). In addition to the conditions set out in the
Plan, the exercise of your option is contingent upon satisfying the provisions
of this document, certain of which are applicable during the period beginning
September 5, 1996, and ending September 4, 2001 (the "Vesting Period").

2. Fiscal year 1996 is the base year for determining if vesting
requirements have been met. One-third of the total number of shares covered by
your option shall vest at the conclusion of each of the next three fiscal years
of Sysco Corporation (the "Corporation") (i.e., June 28, 1997, June 27, 1998,
and July 3, 1999) provided that the pretax earnings of the Corporation increased
at least 20% in each fiscal year over the Corporation's pretax earnings for the
prior year. If pretax earnings of the Corporation should increase less than 20%
in any one fiscal year over the prior fiscal year, the option will vest at the
conclusion of any fiscal year within the five year Vesting Period in which
pretax earnings of the Corporation for the fiscal years after fiscal year 1996
have grown at a minimum rate of 15% compounded annually, with one-third of the
total number of shares covered by your option to vest for each fiscal year after
fiscal year 1996 included in the calculation of the 15% compounded minimum
growth rate.

3. If neither of the vesting requirements set out in the paragraph
immediately above are met, your option may still vest, in part or in whole, when
the following criteria are attained:

(a) For ANY fiscal year within the five-year Vesting Period in which the
Corporation's annual return on shareholders' equity equals or exceeds
17.5% and the increase in pretax earnings of the Corporation over the
prior fiscal year equals or exceeds 15%, one-third of the option will
vest.

(b) If the Corporation's AVERAGE annual return on shareholders' equity for
the five fiscal years ending within the five-year Vesting Period
equals or exceeds 17.5% and the increase in pretax earnings of the
Corporation over the five fiscal years equals or exceeds 10%
compounded annually, your option will fully vest.

4. If none of the vesting requirements set out above are met within the
Vesting Period as to any portion of an option, such option (or portion thereof)
will nonetheless vest and become exercisable ("Supplemental Vesting") six months
prior to the expiration thereof (the "Supplemental Vesting Date") provided that
you continue in the active employment of the Corporation or one of its
affiliates on the Supplemental Vesting Date. Supplemental Vesting shall not
apply if you have retired or become disabled (within the meaning of the
Corporation's Retirement Plan) or you are otherwise not actively employed by a
SYSCO company.

5. The vested portion of your option may be exercised at any time following
the conclusion of the fiscal year in which it vests, provided that at the time
of the exercise all of the conditions set forth in the Plan and in this document
have been met. No portion of your option may be exercised prior to September 6,
1997. For your information, the Corporation's fiscal year ends on the Saturday
closest to June 30. The committee of the Corporation's Board of Directors which
administers the Plan (the "Committee") retains the right to modify any of the
vesting requirements set forth in these Terms and Conditions of Stock Option for
option holders who are (a) transferred from one operating subsidiary or division
of the Corporation ("Operating Company") to another (b) from the corporate
office to an Operating Company or (c) from any Operating Company to the
corporate office.

6. Please note that your option is nontransferable and may be exercised in
part or in whole only if the conditions set forth in the Plan and herein have
been fulfilled. Your stock option is in all respects limited and conditioned as
provided in the Plan, including, but not limited to, the following:

(a) Your option will normally terminate on the earlier of the date of the
expiration of the option or upon severance of your employment
relationship with the Corporation for any reason, for or without
cause. Whether an authorized leave of absence, or an absence for
military or government service, constitutes severance of your
employment relationship with the Corporation will be determined by the
Committee at the time of the event. However, if before the expiration
of your option, you retire in good standing from the employ of the
Corporation for reasons of age or disability under the established
rules of the Corporation then in effect, your option will remain in
effect, vest and be exercisable in accordance with its terms as if you
remained an employee of the Corporation except that Supplemental
Vesting will not occur after your retirement or disability. Generally,
under current tax law, if you exercise your option more than three
months after retirement for age or more than one year after retirement
for disability, the tax treatment accorded incentive stock options
will not apply.

(b) In the event of your death while you are an employee, or while you are
retired for age or disability as described in (a) above, your option
may be exercised by your estate, or by the person to whom such right
devolves from you by reason of your death, to the extent your right to
exercise such option has vested at the time of your death, at any time
within one year after the date of your death or ten years after the
date of grant, whichever date occurs first.

7. At the time or times when you wish to exercise your option, in whole or
in part, please refer to the provisions of the Plan dealing with methods and
formalities of exercising your option. If there is any variance or contradiction
between the provisions of the Plan and the terms and conditions above, the
provisions of the Plan will prevail.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.RR
<SEQUENCE>9
<FILENAME>h18314exv10wrr.txt
<DESCRIPTION>FORM OF STOCK OPTION GRANT AGMT. - 9/4/1997
<TEXT>
<PAGE>
EXHIBIT 10(rr)

SYSCO CORPORATION
1991 STOCK OPTION PLAN

1997 STOCK OPTION AGREEMENT

CORPORATE

Under the terms and conditions of the Sysco Corporation 1991 Stock
Option Plan (the "Plan"), a copy of which is incorporated into this Agreement by
reference, Sysco Corporation (the "Corporation") grants to {{FirstName}}
{{LastName}} (the "Optionee") the option to purchase {{Amount}} shares of the
Corporation's Common Stock, $1.00 par value, at the price of $35.00 per share,
subject to adjustment as provided in the Plan (the "Option").

This Option shall be for a term of ten years commencing on this date
and ending September 3, 2007, and shall be subject to the Terms and Conditions
of Stock Option set forth on the reverse side and incorporated in this Agreement
by reference.

Granted as of September 4, 1997.

SYSCO CORPORATION

Bill M. Lindig, President

ACCEPTED:

- ---------------------------
Optionee

- ---------------------------
Date

(PLEASE RETURN A SIGNED COPY TO CONNIE S. BROOKS AND
RETAIN A COPY FOR YOUR FILES.)

<PAGE>
TERMS AND CONDITIONS OF STOCK OPTION

CORPORATE

1. Please carefully review all the provisions of the Sysco Corporation 1991
Stock Option Plan (the "Plan"). In addition to the conditions set out in the
Plan, the exercise of your option is contingent upon satisfying the provisions
of this document, certain of which are applicable during the period beginning
September 4, 1997, and ending September 3, 2002 (the "Vesting Period").

2. Fiscal year 1997 is the base year for determining if vesting
requirements have been met. One-third of the total number of shares covered by
your option shall vest at the conclusion of each of the next three fiscal years
of Sysco Corporation (the "Corporation") (i.e., June 27, 1998, July 3, 1999 and
July 1, 2000) provided that the earnings per share of the Corporation increased
at least 20% in each fiscal year over the Corporation's earnings per share for
the prior year. If earnings per share of the Corporation should increase less
than 20% in any one fiscal year over the prior fiscal year, the option will vest
at the conclusion of any fiscal year within the five year Vesting Period in
which earnings per share of the Corporation for the fiscal years after fiscal
year 1997 have grown at a minimum rate of 15% compounded annually, with
one-third of the total number of shares covered by your option to vest for each
fiscal year after fiscal year 1997 included in the calculation of the 15%
compounded minimum growth rate.

3. If neither of the vesting requirements set out in the paragraph
immediately above are met, your option may still vest, in part or in whole, when
the following criteria are attained:

(a) For ANY fiscal year within the five-year Vesting Period in which the
Corporation's annual return on shareholders' equity equals or exceeds
17.5% and the increase in earnings per share of the Corporation over
the prior fiscal year equals or exceeds 15%, one-third of the option
will vest.

(b) If the Corporation's AVERAGE annual return on shareholders' equity for
the five fiscal years ending within the five-year Vesting Period
equals or exceeds 17.5% and the increase in earnings per share of the
Corporation over the five fiscal years equals or exceeds 10%
compounded annually, your option will fully vest.

4. If none of the vesting requirements set out above are met within the
Vesting Period as to any portion of an option, such option (or portion thereof)
will nonetheless vest and become exercisable ("Supplemental Vesting") six months
prior to the expiration thereof (the "Supplemental Vesting Date") provided that
you continue in the active employment of the Corporation or one of its
affiliates on the Supplemental Vesting Date. Supplemental Vesting shall not
apply if you have retired or become disabled (within the meaning of the
Corporation's Retirement Plan) or you are otherwise not actively employed by a
SYSCO company.

5. The vested portion of your option may be exercised at any time following
the conclusion of the fiscal year in which it vests, provided that at the time
of the exercise all of the conditions set forth in the Plan and in this document
have been met. No portion of your option may be exercised prior to September 4,
1998. For your information, the Corporation's fiscal year ends on the Saturday
closest to June 30. The committee of the Corporation's Board of Directors which
administers the Plan (the "Committee") retains the right to modify any vesting
requirements set forth in these Terms and Conditions of Stock Option for option
holders who are (a) transferred from one operating subsidiary or division of the
Corporation ("Operating Company") to another (b) from the corporate office to an
Operating Company or (c) from any Operating Company to the corporate office. The
Plan provides that the Committee may waive any vesting requirements set forth
herein and may impose additional conditions to vesting of this option after the
date of this option.

6. Please note that your option is nontransferable and may be exercised in
part or in whole only if the conditions set forth in the Plan and herein have
been fulfilled. Your stock option is in all respects limited and conditioned as
provided in the Plan, including, but not limited to, the following:

7. At the time or times when you wish to exercise your option, in whole or
in part, please refer to the provisions of the Plan dealing with methods and
formalities of exercising your option. If there is any variance or contradiction
between the provisions of the Plan and the terms and conditions above, the
provisions of the Plan will prevail.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.SS
<SEQUENCE>10
<FILENAME>h18314exv10wss.txt
<DESCRIPTION>FORM OF STOCK OPTION GRANT AGMT. - 9/3/1998
<TEXT>
<PAGE>
EXHIBIT 10(ss)

SYSCO CORPORATION
1991 STOCK OPTION PLAN

1998 STOCK OPTION AGREEMENT

CORPORATE

Under the terms and conditions of the Sysco Corporation 1991 Stock
Option Plan (the "Plan"), a copy of which is incorporated into this Agreement by
reference, Sysco Corporation (the "Corporation") grants to _____________________
(the "Optionee") the option to purchase __________ shares of the Corporation's
Common Stock, $1.00 par value, at the price of $21.875 per share, subject to
adjustment as provided in the Plan (the "Option").

This Option shall be for a term of ten years commencing on this date
and ending September 2, 2008, and shall be subject to the Terms and Conditions
of Stock Option set forth on the reverse side and incorporated in this Agreement
by reference.

Granted as of September 3, 1998.

SYSCO CORPORATION

Bill M. Lindig, President

ACCEPTED:

- ----------------------------------
Optionee

- ----------------------------------
Date

(PLEASE RETURN A SIGNED COPY TO CONNIE S. BROOKS AND
RETAIN A COPY FOR YOUR FILES.)

<PAGE>
TERMS AND CONDITIONS OF STOCK OPTION

CORPORATE

1. Please carefully review all the provisions of the Sysco Corporation 1991
Stock Option Plan (the "Plan"). In addition to the conditions set out in the
Plan, the exercise of your option is contingent upon satisfying the provisions
of this document, certain of which are applicable during the period beginning
September 3, 1998, and ending September 2, 2003 (the "Vesting Period").

2. Fiscal year 1998 is the base year for determining if vesting requirements
have been met. One-third of the total number of shares covered by your option
will vest at the conclusion of any of the next five fiscal years of Sysco
Corporation (the "Corporation") ending during the Vesting Period (i.e., fiscal
year ending July 3, 1999, through fiscal year ending June 28, 2003), provided
that the earnings per share of the Corporation increased at least 20% in such
fiscal year over the Corporation's earnings per share for the prior fiscal year.
If earnings per share of the Corporation should increase less than 20% in any
such fiscal year over the prior fiscal year, the option will vest at the
conclusion of any fiscal year ending within the five year Vesting Period in
which earnings per share of the Corporation for the fiscal years after fiscal
year 1998 have grown at a minimum rate of 15% compounded annually, with
one-third of the total number of shares covered by your option to vest for each
fiscal year after fiscal year 1998 included in the calculation of the 15%
compounded minimum growth rate.

3. If neither of the vesting requirements set out in the paragraph immediately
above are met, your option may still vest, in part or in whole, when the
following criteria are attained:

a. For ANY fiscal year within the five-year Vesting Period in which the
Corporation's annual return on shareholders' equity equals or exceeds
17.5% and the increase in earnings per share of the Corporation over
the prior fiscal year equals or exceeds 15%, one-third of the option
will vest.

b. If the Corporation's AVERAGE annual return on shareholders' equity for
the five fiscal years ending within the five-year Vesting Period
equals or exceeds 17.5% and the increase in earnings per share of the
Corporation over the five fiscal years equals or exceeds 10%
compounded annually, your option will fully vest.

5. The vested portion of your option may be exercised at any time following the
conclusion of the fiscal year in which it vests, provided that at the time of
the exercise all of the conditions set forth in the Plan and in this document
have been met. No portion of your option may be exercised prior to September 3,
1999. For your information, the Corporation's fiscal year ends on the Saturday
closest to June 30. The committee of the Corporation's Board of Directors which
administers the Plan (the "Committee") retains the right to modify any of the
vesting requirements set forth in these Terms and Conditions of Stock Option for
option holders who are (a) transferred from one operating subsidiary or division
of the Corporation ("Operating Company") to another (b) from the corporate
office to an Operating Company or (c) from any Operating Company to the
corporate office.

a. Your option will normally terminate on the earlier of the date of the
expiration of the option or upon severance of your employment
relationship with the Corporation for any reason, for or without
cause. Whether an authorized leave of absence, or an absence for
military or government service, constitutes severance of your
employment relationship with the Corporation will be determined by the
Committee at the time of the event. However, if before the expiration
of your option, you retire in good standing from the employ of the
Corporation for reasons of age or disability under the established
rules of the Corporation then in effect, your option will remain in
effect, vest and be exercised in accordance with its terms as if you
remained an employee of the Corporation except that Supplemental
Vesting will not occur after your retirement or disability. Generally,
under current tax law, if you exercise your option more than three
months after retirement for age or more than one year after retirement
for disability, the tax treatment accorded incentive stock options
will not apply.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.TT
<SEQUENCE>11
<FILENAME>h18314exv10wtt.txt
<DESCRIPTION>FORM OF STOCK OPTION GRANT AGMT. - 9/2/1999
<TEXT>
<PAGE>
EXHIBIT 10(tt)

SYSCO CORPORATION
1991 STOCK OPTION PLAN

1999 STOCK OPTION AGREEMENT

CORPORATE

Under the terms and conditions of the Sysco Corporation 1991 Stock
Option Plan (the "Plan"), a copy of which is incorporated into this Agreement by
reference, Sysco Corporation (the "Corporation") grants to {{FirstName}}
{{LastName}} (the "Optionee") the option to purchase {{Amount}} shares of the
Corporation's Common Stock, $1.00 par value, at the price of $32.5625 per share,
subject to adjustment as provided in the Plan (the "Option").

This Option shall be for a term of ten years commencing on this date
and ending September 1, 2009, and shall be subject to the Terms and Conditions
of Stock Option set forth on the reverse side and incorporated in this Agreement
by reference.

Granted as of September 2, 1999.

SYSCO CORPORATION

By Charles H. Cotros, President

ACCEPTED:

- --------------------------------
Optionee

- --------------------------------
Date

(PLEASE RETURN A SIGNED COPY TO CONNIE S. BROOKS AND
RETAIN A COPY FOR YOUR FILES.)

<PAGE>

TERMS AND CONDITIONS OF STOCK OPTION

CORPORATE

1. Please carefully review all the provisions of the Sysco Corporation 1991
Stock Option Plan (the "Plan"). In addition to the conditions set out in the
Plan, the exercise of your option is contingent upon satisfying the provisions
of this document, certain of which are applicable during the period beginning
September 2, 1999, and ending September 1, 2004 (the "Vesting Period").

2. Fiscal year 1999 is the base year for determining if vesting
requirements have been met. For your information, the Corporation's fiscal year
ends on the Saturday closest to June 30. One-third of the total number of shares
covered by your option will vest at the conclusion of any of the five fiscal
years of Sysco Corporation (the "Corporation") ending during the Vesting Period
(i.e., fiscal year ending July 1, 2000, through fiscal year ending July 3,
2004), provided that the earnings per share of the Corporation increased at
least 20% in such fiscal year over the Corporation's earnings per share for the
prior fiscal year. If earnings per share of the Corporation should increase less
than 20% in any such fiscal year over the prior fiscal year, the option will
vest at the conclusion of any fiscal year ending within the five year Vesting
Period in which earnings per share of the Corporation for the fiscal years after
fiscal year 1999 have grown at a minimum rate of 15% compounded annually, with
one-third of the total number of shares covered by your option to vest for each
fiscal year after fiscal year 1999 included in the calculation of the 15%
compounded minimum growth rate.

3. If neither of the vesting requirements set out in the paragraph
immediately above are met, your option may still vest, in part or in whole, when
the following criteria are attained:

(a) For ANY fiscal year within the five-year Vesting Period in which
the Corporation's annual return on shareholders' equity equals or
exceeds 17.5% and the increase in earnings per share of the
Corporation over the prior fiscal year equals or exceeds 15%,
one-third of the option will vest.

(b) If the Corporation's AVERAGE annual return on shareholders'
equity for the five fiscal years ending within the five-year
Vesting Period equals or exceeds 17.5% and the increase in
earnings per share of the Corporation over the five fiscal years
equals or exceeds 10% compounded annually, your option will fully
vest.

4. If none of the vesting requirements set out above are met within the
Vesting Period as to any portion of an option, such option (or portion thereof)
will nonetheless vest and become exercisable ("Supplemental Vesting") six months
prior to the expiration thereof (the "Supplemental Vesting Date") provided that
you continue in the active employment of the Corporation or one of its
affiliates on the Supplemental Vesting Date. Supplemental Vesting shall not
apply if you have retired or become disabled (within the meaning of the
Corporation's Retirement Plan) or you are otherwise not actively employed by a
SYSCO company.

5. The vested portion of your option may be exercised at any time after it
vests, provided that at the time of the exercise all of the conditions set forth
in the Plan and in this document have been met. No portion of your option may be
exercised prior to September 2, 2000. The committee of the Corporation's Board
of Directors which administers the Plan (the "Committee") retains the right to
modify any vesting requirements set forth in these Terms and Conditions of Stock
Option for option holders who are (a) transferred from one operating subsidiary
or division of the Corporation ("Operating Company") to another (b) from the
corporate office to an Operating Company or (c) from any Operating Company to
the corporate office. The Plan provides that the Committee may waive any vesting
requirements set forth herein and may impose additional conditions to vesting of
this option after the date of this option.

6. Please note that your option is nontransferable and may be exercised in
part or in whole only if the conditions set forth in the Plan and herein have
been fulfilled. Your stock option is in all respects limited and conditioned as
provided in the Plan, including, but not limited to, the following:

(a) Your option will normally terminate on the earlier of the date of
the expiration of the option or upon severance of your employment
relationship with the Corporation for any reason, for or without
cause. Whether an authorized leave of absence, or an absence for
military or government service, constitutes severance of your
employment relationship with the Corporation will be determined
by the Committee at the time of the event. However, if before the
expiration of your option, you retire in good standing from the
employ of the Corporation for reasons of age or disability under
the established rules of the Corporation then in effect, your
option will remain in effect, vest and be exercisable in
accordance with its terms as if you remained an employee of the
Corporation except that Supplemental Vesting will not occur after
your retirement or disability. Generally, under current tax law,
if you exercise your option more than three months after
retirement for age or more than one year after retirement for
disability, the tax treatment accorded incentive stock options
will not apply.

(b) In the event of your death while you are an employee, or while
you are retired for age or disability as described in (a) above,
your option may be exercised by your estate, or by the person to
whom such right devolves from you by reason of your death, to the
extent your right to exercise such option has vested at the time
of your death, at any time within one year after the date of your
death or ten years after the date of grant, whichever date occurs
first.

7. At the time or times when you wish to exercise your option, in whole or
in part, please refer to the provisions of the Plan dealing with methods and
formalities of exercising your option. If there is any variance or contradiction
between the provisions of the Plan and the terms and conditions above, the
provisions of the Plan will prevail.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.UU
<SEQUENCE>12
<FILENAME>h18314exv10wuu.txt
<DESCRIPTION>FORM OF STOCK OPTION GRANT AGMT. - 9/7/2000
<TEXT>
<PAGE>
EXHIBIT 10(uu)

SYSCO CORPORATION
1991 STOCK OPTION PLAN

2000 STOCK OPTION AGREEMENT

CORPORATE

Under the terms and conditions of the Sysco Corporation 1991 Stock
Option Plan (the "Plan"), a copy of which is incorporated into this Agreement by
reference, Sysco Corporation (the "Corporation") grants to {{FirstName}}
{{LastName}} (the "Optionee") the option to purchase {{Amount}} shares of the
Corporation's Common Stock, $1.00 par value, at the price of $41.9375 per share,
subject to adjustment as provided in the Plan (the "Option").

This Option shall be for a term of ten years commencing on the date of
grant set forth below and ending on September 6, 2010, and shall be subject to
the Terms and Conditions of Stock Option attached hereto and incorporated in
this Agreement by reference.

Granted as of September 7, 2000.

SYSCO CORPORATION

By
------------------------------------------
Charles H. Cotros, Chief Executive Officer

ACCEPTED:

- ----------------------------------------
Optionee

- ----------------------------------------
Date

(PLEASE RETURN A SIGNED COPY TO CONNIE S. BROOKS AND
RETAIN A COPY FOR YOUR FILES.)

PAGE 1 OF 2
<PAGE>

TERMS AND CONDITIONS OF STOCK OPTION

CORPORATE

1. Please carefully review all the provisions of the Sysco Corporation 1991
Stock Option Plan (the "Plan"). In addition to the conditions set out in the
Plan, the exercise of your option is contingent upon satisfying the provisions
of this document, certain of which are applicable during the period beginning
September 7, 2000, and ending September 7, 2005 (the "Vesting Period").

2. Fiscal year 2000 is the base year for determining if vesting
requirements have been met. For your information, the Corporation's fiscal year
ends on the Saturday closest to June 30. One-third of the total number of shares
covered by your option will vest at such time or times as the Chief Financial
Officer of Sysco Corporation (the "Corporation") has certified in writing after
the conclusion of any of the five fiscal years of the Corporation ending during
the Vesting Period (i.e., fiscal year ending June 30, 2001, through fiscal year
ending July 3, 2005), that the earnings per share of the Corporation increased
at least 20% in the fiscal year just ended over the Corporation's earnings per
share for the prior fiscal year. If the earnings per share of the Corporation
should increase less than 20% in any fiscal year over the prior fiscal year, the
option will vest at such time or times as the Chief Financial Officer of the
Corporation has certified in writing after the conclusion of any fiscal year
ending within the five-year Vesting Period that the earnings per share of the
Corporation for the fiscal years ending after fiscal year 2000 have grown at the
minimum rate of 15% compounded annually over the base year, with one-third of
the total number of shares covered by your option vesting for each fiscal year
ending after fiscal year 2000 included in the calculation of the 15% compounded
minimum growth rate.

3. If neither of the vesting requirements set out in the paragraph
immediately above are met, your option may still vest, in part or in whole, when
the Chief Financial Officer of the Corporation has certified in writing that the
following criteria have been attained:

(a) For ANY fiscal year within the five-year Vesting Period in which
the Corporation's annual return on shareholders' equity equals or
exceeds 17.5% and the increase in earnings per share of the
Corporation over the prior fiscal year equals or exceeds 15%,
one-third of the option will vest.

(b) If the Corporation's AVERAGE annual return on shareholders'
equity for the five-year period ending July 3, 2005, equals or
exceeds 17.5% and the increase in earnings per share of the
Corporation over such five-year period equals or exceeds 10%
compounded annually, your option will fully vest.

4. If none of the vesting requirements set out above are met within the
Vesting Period as to any portion of an option, such option (or portion thereof)
will nonetheless vest and become exercisable ("Supplemental Vesting") six months
prior to the expiration thereof (the "Supplemental Vesting Date") provided that
you continue in the active employment of the Corporation or one of its
affiliates on the Supplemental Vesting Date. Supplemental Vesting shall not
apply if you have retired or become disabled (within the meaning of the
Corporation's Retirement Plan) or you are otherwise not actively employed by a
SYSCO company.

5. The vested portion of your option may be exercised at any time after it
vests, provided that at the time of the exercise all of the conditions set forth
in the Plan and in this document have been met. No portion of your option may be
exercised prior to September 7, 2001. The committee of the Corporation's Board
of Directors which administers the Plan (the "Committee") retains the right to
modify any vesting requirements set forth in these Terms and Conditions of Stock
Option for option holders who are (a) transferred from one operating subsidiary
or division of the Corporation ("Operating Company") to another (b) from the
corporate office to an Operating Company or (c) from any Operating Company to
the corporate office. The Plan provides that the Committee may waive any vesting
requirements set forth herein and may impose additional conditions to vesting of
this option after the date of this option.

6. Please note that your option is nontransferable and may be exercised in
part or in whole only if the conditions set forth in the Plan and herein have
been fulfilled. Your stock option is in all respects limited and conditioned as
provided in the Plan, including, but not limited to, the following:

(a) Your option will normally terminate on the earlier of the date of
the expiration of the option or upon severance of your employment
relationship with the Corporation for any reason, for or without
cause. Whether an authorized leave of absence, or an absence for
military or government service, constitutes severance of your
employment relationship with the Corporation will be determined
by the Committee at the time of the event. However, if before the
expiration of your option, you retire in good standing from the
employ of the Corporation for reasons of age or disability under
the established rules of the Corporation then in effect, your
option will remain in effect, vest and be exercisable in
accordance with its terms as if you remained an employee of the
Corporation except that Supplemental Vesting will not occur after
your retirement or disability. Generally, under current tax law,
if you exercise your option more than three months after
retirement for age or more than one year after retirement for
disability, the tax treatment accorded incentive stock options
will not apply.

(b) In the event of your death while you are an employee, or while
you are retired for age or disability as described in (a) above,
your option may be exercised by your estate, or by the person to
whom such right devolves from you by reason of your death, to the
extent your right to exercise such option has vested at the time
of your death, at any time within one year after the date of your
death or ten years after the date of grant, whichever date occurs
first.

7. At the time or times when you wish to exercise your option, you are
asked to follow the procedures established by the Corporation for the exercise
of options which will be provided to you from time to time.

PAGE 2 OF 2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.VV
<SEQUENCE>13
<FILENAME>h18314exv10wvv.txt
<DESCRIPTION>FORM OF STOCK OPTION GRANT AGMT. - 9/11/2001
<TEXT>
<PAGE>
EXHIBIT 10(vv)

SYSCO CORPORATION
2000 STOCK INCENTIVE PLAN

2001 STOCK OPTION AGREEMENT

REGULAR CORPORATE

Under the terms and conditions of the Sysco Corporation 2000 Stock
Incentive Plan (the "Plan"), a copy of which is incorporated into this Agreement
by reference, Sysco Corporation (the "Corporation") grants to {{FirstName}}
{{LastName}} (the "Optionee") the option to purchase {{Amount}} shares of the
Corporation's Common Stock, $1.00 par value, at the price of $27.79 per share,
subject to adjustment as provided in the Plan (the "Option").

This Option shall be for a term of ten years commencing on the date of
grant set forth below and ending on September 10, 2011, and shall be subject to
the Terms and Conditions of Stock Option attached hereto and incorporated in
this Agreement by reference.

By accepting this Option, you accept and agree to be bound by all the
terms and conditions of the Plan and Terms and Conditions of Stock Option, and
you acknowledge receipt of the Plan dated November 3, 2000 and the Prospectus
dated March 7, 2001.

Granted as of September 11, 2001.

SYSCO CORPORATION

By
------------------------------------------
Charles H. Cotros, Chief Executive Officer

PAGE 1 OF 2

<PAGE>

TERMS AND CONDITIONS OF STOCK OPTION

1. Please carefully review all the provisions of the Sysco Corporation 2000
Stock Incentive Plan (the "Plan"). In addition to the conditions set out in the
Plan, the exercise of your option is contingent upon satisfying the provisions
of this document, certain of which are applicable during the period beginning
June 29, 2002, and ending July 1, 2006 (the "Vesting Period").

2. One-fifth of the total number of shares covered by your option will vest
each year for five years, commencing on June 29, 2002, the last day of the
fiscal year of Sysco Corporation (the "Corporation") in which these options were
granted, and on the last day of each fiscal year of the Corporation thereafter
until fully vested. This option will expire on the tenth anniversary of the date
of grant.

3. The vested portion of your option may be exercised at any time after it
vests, provided that at the time of the exercise all of the conditions set forth
in the Plan and in this document have been met. No portion of your option may be
exercised prior to June 29, 2002. The Plan provides that the committee of the
Board of Directors of the Corporation which administers the Plan (the
"Committee"), or its designees, may waive any vesting requirements set forth
herein and may impose additional conditions to vesting of this option after the
date of this option.

4. Please note that your option is nontransferable and may be exercised in
part or in whole only if the conditions set forth in the Plan and herein have
been fulfilled. Your stock option is in all respects limited and conditioned as
provided in the Plan, including, but not limited to, the following:

(a) Your option will normally terminate on the earlier of the date of
the expiration of the option or upon severance of your employment
relationship with the Corporation or any operating subsidiary or
division of the Corporation ("Operating Company") for any reason,
for or without cause. Whether an authorized leave of absence, or
an absence for military or government service, constitutes
severance of your employment relationship with the Corporation or
Operating Company will be determined by the Committee at the time
of the event. However, if before the expiration of your option,
you retire in good standing from the employ of the Corporation or
Operating Company for reasons of age or disability under the
established rules of the Corporation or Operating Company then in
effect, your option will remain in effect, vest and be
exercisable in accordance with its terms as if you remained an
employee of the Corporation or Operating Company. Generally,
under current tax law, if you exercise your option more than
three months after retirement for age or more than one year after
retirement for disability, the tax treatment accorded incentive
stock options will not apply.

(b) In the event of your death while you are an employee, or while
you are retired for age or disability as described in (a) above,
your option may be exercised by your estate, or by the person to
whom such right devolves from you by reason of your death, to the
extent your right to exercise such option has vested at the time
of your death, at any time within one year after the date of your
death or ten years after the date of grant, whichever date occurs
first.

5. At the time or times when you wish to exercise your option, you are
asked to follow the procedures established by the Corporation for the exercise
of options which will be provided to you from time to time.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.WW
<SEQUENCE>14
<FILENAME>h18314exv10www.txt
<DESCRIPTION>FORM OF STOCK OPTION GRANT AGMT. - 9/11/2001
<TEXT>
<PAGE>
EXHIBIT 10(ww)

SYSCO CORPORATION
2000 STOCK INCENTIVE PLAN

2001 STOCK OPTION AGREEMENT

MIP PARTICIPANT

Under the terms and conditions of the Sysco Corporation 2000 Stock
Incentive Plan (the "Plan"), a copy of which is incorporated into this Agreement
by reference, Sysco Corporation ("Sysco") grants to ________________________
(the "Employee") the option to purchase 15,000 shares of Sysco Common Stock,
$1.00 par value, at the price of $27.79 per share, subject to adjustment as
provided in the Plan (the "Option").

This Option shall be for a term of ten years commencing on this date
and ending September 10, 2011, and shall be subject to the attached Terms and
Conditions of Stock Option, which is incorporated in this Agreement by
reference.

The Employee in accepting this Option accepts and agrees to be bound by
all the terms and conditions of the Plan and the Terms and Conditions of Stock
Option which pertain to stock options granted under the Plan and acknowledges
receipt of the Plan dated November 3, 2000 and Sysco's initial disclosure
document dated March 7, 2001.

In addition, as consideration for the issuance of this Option, and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, Employee agrees to be bound by the following:

CONFIDENTIALITY AND NONCOMPETITION

1. DEFINITIONS

(a) For the purposes of this Agreement, the following definitions shall
apply:

(i) "Trade Secrets" shall mean information not generally known
about the Company Business which is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy or
confidentiality and from which the Company derives economic value from
the fact that the information is not generally known to other persons
who can obtain economic value from its disclosure or use. Trade Secrets
include, but are not limited to, technical or non-technical data,
compilations, programs and methods, techniques, processes, financial
data, lists of actual customers and potential customers, customer route
books or lists containing the names, addresses, buying habits and
business locations of past, present and prospective customers, sales
reports, price lists, product formulae, methods and procedures relating
to services.

(ii) "Confidential Information" means other business
information of the Company not generally known to the public and which
the Company desires and makes reasonable efforts to keep confidential,
including without limitation the following, to the extent not a "trade
secret,": information regarding customers, employees, contractors, and
the industry not generally known to the public; strategies, methods,
books, records, and documents; technical information concerning

<PAGE>

products, equipment, services, and processes; procurement procedures
and pricing techniques; the names of and other information concerning
customers, and business affiliates (such as contact name, service
provided, pricing for that customer, amount of services used, credit
and financial data, and/or other information relating to the Company's
relationship with that customer); pricing strategies and price curves;
positions; plans and strategies for expansion or acquisitions; budgets;
customer, supplier and broker lists; research; financial and sales
data; trading methodologies and terms; evaluations, opinions, and
interpretations of information and data; marketing and merchandising
techniques and strategies; prospective customers' and suppliers' names
and marks; grids and maps; electronic databases; models;
specifications; computer programs; internal business records; contracts
benefiting or obligating the Company; bids or proposals submitted to
any third party; technologies and methods; training methods and
training processes; organizational structure; salaries of personnel;
payment amounts or rates paid to consultants or other service
providers; and other such confidential or proprietary information.

(iii) "Company" shall mean Sysco and all of its subsidiaries.

(iv) "Company Business" shall mean the distribution of food or
related nonfood products (including, without limitation, paper
products, such as disposable napkins, plates and cups, tableware, such
as china and silverware, restaurant and kitchen equipment and supplies,
medical and surgical supplies, cleaning supplies, and personal care
guest amenities, housekeeping supplies, room accessories and hotel and
motel textiles) and services to restaurants, healthcare and educational
facilities, lodging establishments or other similar customers of such
products.

(v) "Competing Business" shall mean any person, concern or
entity which is engaged in or conducts a business substantially the
same as the Company Business or any segment thereof.

(vi) "Territory," with respect to employees who are employed
by a Sysco subsidiary or operating division ("operating company"),
shall mean the geographic area in which any Sysco operating company
that has employed Employee at any time during the twenty-four month
period ending on the date of the termination of Employee's employment
with Sysco or an operating company has customers and/or transacts
business, and with respect to corporate employees (including those
employed directly by Sysco, Sysco Resources, Inc., or Sysco Personnel,
Inc.), shall mean all geographical areas in which any Sysco operating
Company has offices or transacts business. The parties hereto agree
that the Company serves customers throughout the Territory and
Employee's duties and responsibilities hereunder extend throughout the
Territory.

2. CONFIDENTIAL INFORMATION

Employee covenants and agrees that he or she will not at any time,
other than in the performance of his or her duties for the Company, both during
and after his or her employment by the Company, communicate or disclose to any
person or entity, or use for his or her benefit or for the benefit of any other
person or entity, directly or indirectly, any of the Company's Trade Secrets
and/or Confidential Information. For the purposes of this Agreement, the
prohibition against the disclosure of Confidential Information only shall end
twenty-four (24) months after the termination, for any reason, of Employee's
employment with the Company. The disclosure of Trade Secrets by the Employee is
prohibited for the life of the Employee, or until the Trade Secret information
becomes publicly available through no fault of the Employee.

3. AGREEMENT NOT TO SOLICIT CUSTOMERS AND SUPPLIERS

Employee acknowledges that he or she provides unique services to the
Company which both parties acknowledge has resulted in and expect will continue
to result in the creation of goodwill for the Company

<PAGE>

among its customers and suppliers. Employee's duties may include participating
in developing relationships with particular customers or suppliers on the
Company's behalf. Employee further acknowledges that Trade Secrets and
Confidential Information are the foundation of the Company's business and that
such Trade Secrets and Confidential Information change and evolve on a continual
basis.

Because the Company has agreed to expose Employee to various customers
and suppliers and/or disclose various Trade Secrets and Confidential Information
to Employee, in order to protect the Company's goodwill in its customers, as
well as its Trade Secrets and Confidential Information, Employee covenants and
agrees that during his or her employment by the Company and for a period of one
year following the termination of such employment for any reason, he or she will
not, without the prior written consent of the Company, either directly or
indirectly, on his or her own behalf or in the service or on behalf of others,
solicit, or attempt to divert or appropriate to a Competing Business, any
supplier or customer of any operating company that Employee had responsibility
for supervising at any time during the twenty-four months immediately preceding
termination of his or her employment, or if Employee is a corporate employee,
any supplier or customer with whom Employee dealt at any time during the
twenty-four month immediately preceding termination of his or her employment.

4. AGREEMENT NOT TO COMPETE

Employee recognizes that developing customers on behalf of the Company
takes substantial time, money and personal contact. Employee further
acknowledges that Trade Secrets, Confidential Information and the Company's
relationships with its customers and suppliers are the foundation of the
Company's business. Accordingly, in order to protect the Company's customer and
supplier relationships and the Company's Trade Secrets and Confidential
Information, Employee covenants and agrees that during employment by the Company
and for a period of one year after termination of such employment for any
reason, Employee will not, without prior written consent of the Company,
directly or indirectly, within the Territory, on behalf of himself or any
Competing Business, engage in any business in which Employee provides services
which are the same or substantially similar to Employee's duties during the last
twelve months of his or her employment with the Company.

5. AGREEMENT NOT TO SOLICIT EMPLOYEES

During his or her employment by the Company and for a period of one
year following termination of such employment for any reason, Employee will not
either directly or indirectly, solicit, divert or recruit any employee of the
Company to leave such employment to work for a Competing Business.

6. AGREEMENT NOT TO DISPARAGE

Following termination of his or her employment with the Company,
Employee agrees that he or she will neither say, write nor communicate in any
manner to any person or entity anything derogatory or negative about the
Company, and its officers, directors, employees, affiliates, and representatives
or any products or services of the Company, regardless of the truth or falsity
of the information, for a period of five years following such termination.

7. COMPANY PROPERTY

The physical embodiment of Employee's work, as well as all writings,
records, notes, files, memoranda, reports, price lists, devices, client lists,
plans, documents, equipment, apparatus, physical manifestations of programs and
like items, and all copies thereof, relating to the Company Business,
Confidential Information or Trade Secrets, which shall be prepared by Employee
or which shall be disclosed to or which shall come into the possession of
Employee, shall be and remain the sole and exclusive property

<PAGE>

of the Company. Employee covenants and agrees that Employee will promptly
deliver to the Company the originals and all copies of any of the foregoing that
are in Employee's possession, custody or control, and any other property
belonging to the Company. In addition, Employee covenants and agrees to return
all Company property to the Company immediately upon termination of employment
without demand.

8. REMEDIES

Employee acknowledges and agrees that by virtue of the duties and
responsibilities attendant to his or her employment by the Company and the
special knowledge of the Company's affairs, business, clients and operations
that he or she has and will have as a consequence of such employment,
irreparable loss and damage will be suffered by the Company if Employee should
breach or violate any of the covenants and agreements contained in Sections 1-7
hereof. Employee further acknowledges and agrees that each of such covenants is
reasonably necessary to protect and preserve the Company Business and the assets
of the Company. Employee therefore agrees and consents that, in addition to any
other remedies available to the Company, the Company shall be entitled to an
injunction to prevent a breach or contemplated breach by Employee of any of the
covenants or agreements contained in such paragraphs.

9. NO EMPLOYMENT AGREEMENT

Employee acknowledges and agrees that nothing contained herein shall be
deemed an offer of employment to Employee, a contract of employment or a promise
of continued employment by or with the Company.

10. SEVERABILITY. If any one or more of the provisions of this
Agreement shall be held invalid, illegal or unenforceable in any respect, such
provision shall be deemed modified to most closely resemble the original intent
of the parties, without invalidating the remainder of this Agreement; and such
shall not affect any other provision of this Agreement and each other provision
of this Agreement shall be enforced to the full extent permitted by law.

11. ATTORNEYS FEES

Employee agrees and acknowledges that if the Company successfully
enforces any right under this Agreement through legal process of any kind, then
the Company shall be entitled to recover from Employee its costs of such
enforcement, including reasonable attorneys fees.

12. SURVIVAL

Notwithstanding the expiration or termination of this Agreement by any
party for any reason whatsoever, the rights and obligations set forth in
paragraphs 1- 11 above, will remain in full force and effect until they have
been fully exercised and discharged.

Granted as of September 11, 2001.

SYSCO CORPORATION

By:
---------------------------
Charles M. Cotros
<PAGE>

ACCEPTED:

- ----------------------------
Employee

- ----------------------------
Date

(PLEASE RETURN A SIGNED COPY TO CONNIE S. BROOKS AND
RETAIN A COPY FOR YOUR FILES.)

<PAGE>

TERMS AND CONDITIONS OF STOCK OPTION

MIP PARTICIPANT

1. Please carefully review all the provisions of the Sysco Corporation
2000 Stock Incentive Plan (the "Plan"). In addition to the conditions set out in
the Plan, the exercise of this Option is contingent upon satisfying the
provisions of this document.

2. This Option shall vest as follows:

20% on July 2, 2005
20% on July 1, 2006
20% on June 30, 2007
20% on June 28, 2008
20% on June 27, 2009

Notwithstanding the foregoing, any unvested portion of this Option
shall automatically vest on the date you attain age sixty, provided that you are
employed by the Company on that date.

3. The vested portion of this Option may be exercised at any time on or
after the date which it vests, provided that at the time of the exercise all of
the conditions set forth in the Plan and in this document have been met. The
Plan provides that the Compensation and Stock Option Committee may waive any
vesting requirements set forth herein.

4. Please note that this Option is nontransferable and may be exercised
in part or in whole only if the conditions set forth in the Plan and herein have
been fulfilled. This Option is in all respects limited and conditioned as
provided in the Plan, including, but not limited to, the following:

(a) Except as set forth below, this Option, whether or
not vested, will terminate on the date of the
severance of your employment relationship with the
Company or any subsidiary thereof for any reason, for
or without cause. Whether an authorized leave of
absence, or an absence for military or government
service, constitutes the severance of your employment
relationship with the Company will be determined by
the Sysco Compensation and Stock Option Committee at
the time of the event. Notwithstanding the foregoing,
however, if before the expiration of this Option you
retire in good standing from the employ of the
Company for reasons of age or disability under the
established rules of the Company then in effect, the
vested portion of this Option will remain in effect
and be exercisable in accordance with its terms as if
you remained an employee of the Company.

(b) As set forth in the Plan, in the event of your death
while this Option is outstanding, this Option may be
exercised by your estate, or by the person to whom
such right devolves from you by reason of your death
(to the extent your right to exercise this Option has
vested at the time of your death) at any time within
one year after the date of your death or ten years
after the date of grant, whichever date occurs first.
Thereafter, all portions of this Option will
terminate.

5. At the time or times when you wish to exercise this Option, in whole
or in part, please refer to the provisions of the Plan dealing with methods and
formalities of exercising this Option or follow the procedures provided to you
by the Company from time to time. If there is any variance or contradiction
between the provisions of the Plan and the terms and conditions above, the
provisions of the Plan will prevail.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.XX
<SEQUENCE>15
<FILENAME>h18314exv10wxx.txt
<DESCRIPTION>FORM OF STOCK OPTION GRANT AGMT. - 9/12/2002
<TEXT>
<PAGE>
EXHIBIT 10(xx)

SYSCO CORPORATION
2000 STOCK INCENTIVE PLAN

2002 STOCK OPTION AGREEMENT

Under the terms and conditions of the Sysco Corporation 2000 Stock
Incentive Plan (the "Plan"), a copy of which is incorporated into this Agreement
by reference, Sysco Corporation (the "Corporation") grants to {{FirstName}}
{{LastName}} (the "Optionee") the option to purchase {{Amount}} shares of the
Corporation's Common Stock, $1.00 par value, at the price of $30.57 per share,
subject to adjustment as provided in the Plan (the "Option").

This Option shall be for a term of ten years commencing on the date of
grant set forth below and ending on September 11, 2012 and shall be subject to
the Terms and Conditions of Stock Option attached hereto and incorporated in
this Agreement by reference.

Granted as of September 12, 2002.

SYSCO CORPORATION

Charles H. Cotros
Chairman & Chief Executive Officer

PAGE 1 OF 2

<PAGE>

TERMS AND CONDITIONS OF STOCK OPTION

1. Please carefully review all the provisions of the Sysco Corporation 2000
Stock Incentive Plan (the "Plan"). In addition to the conditions set out in the
Plan, the exercise of your option is contingent upon satisfying the provisions
of this document, certain of which are applicable during the period beginning
June 28, 2003, and ending June 30, 2007 (the "Vesting Period").

2. One-fifth of the total number of shares covered by your option will vest
each year for five years, commencing on June 28, 2003, the last day of the
fiscal year of Sysco Corporation (the "Corporation") in which these options were
granted, and on the last day of each fiscal year of the Corporation thereafter
until fully vested. This option will expire on the tenth anniversary of the date
of grant.

3. The vested portion of your option may be exercised at any time after it
vests, provided that at the time of the exercise all of the conditions set forth
in the Plan and in this document have been met. No portion of your option may be
exercised prior to June 28, 2003. The Plan provides that the committee of the
Board of Directors of the Corporation which administers the Plan (the
"Committee"), or its designees, may waive any vesting requirements set forth
herein and may impose additional conditions to vesting of this option after the
date of this option.

(a) Your option will normally terminate on the earlier of the date of
the expiration of the option or upon severance of your employment
relationship with the Corporation or any operating subsidiary or
division of the Corporation ("Operating Company") for any reason,
for or without cause. Whether an authorized leave of absence, or
an absence for military or government service, constitutes
severance of your employment relationship with the Corporation or
Operating Company will be determined by the Committee at the time
of the event. However, if before the expiration of your option,
your employment relationship with the Corporation or Operating
Company terminates as a result of your retirement in good
standing or disability under the established rules of the
Corporation then in effect, your option will remain in effect,
vest and be exercisable in accordance with its terms as if you
remained an employee of the Corporation or Operating Company.
Generally, under current tax law, if you exercise your option
more than three months after retirement for age or more than one
year after retirement for disability, the tax treatment accorded
incentive stock options will not apply.

(b) In the event of your death during the term of your option, all
unvested options will vest immediately and your option may be
exercised by your estate, or by the person to whom such right
devolves from you by reason of your death, at any time within one
year after the date of your death or ten years after the date of
grant, whichever date occurs first.

5. At the time or times when you wish to exercise your options, you are
asked to follow the procedures established by the Corporation for the exercise
of options which will be provided to you from time to time. In order to exercise
your options through attestation, you must use shares that you have held for at
least six months prior to exercise and that have not been used to exercise any
other option during such six-month period.

Page 2 of 2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.YY
<SEQUENCE>16
<FILENAME>h18314exv10wyy.txt
<DESCRIPTION>FORM OF STOCK OPTION GRANT AGMT. - 9/11/2003
<TEXT>
<PAGE>
EXHIBIT 10(yy)

SYSCO CORPORATION
2000 STOCK INCENTIVE PLAN

2003 STOCK OPTION AGREEMENT

Under the terms and conditions of the Sysco Corporation 2000 Stock
Incentive Plan (the "Plan"), a copy of which is incorporated into this Agreement
by reference, Sysco Corporation (the "Corporation") grants to {{FirstName}}
{{LastName}} (the "Optionee") the option to purchase {{Amount}} shares of the
Corporation's Common Stock, $1.00 par value, at the price of $31.75 per share,
subject to adjustment as provided in the Plan (the "Option").

This Option shall be for a term of ten years commencing on the date of
grant set forth below and ending on September 10, 2013 and shall be subject to
the Terms and Conditions of Stock Option attached hereto and incorporated in
this Agreement by reference.

When exercised, all or a portion of this Option may be an incentive stock
option, governed by Section 422 of the Internal Revenue Code of 1986, as
amended. This option is granted without Stock Appreciation Rights.

By accepting this Option, you accept and agree to be bound by all the terms
and conditions of the Plan and Terms and Conditions of Stock Option, and you
acknowledge receipt of the Plan dated November 3, 2000 and the Prospectus dated
March 7, 2001.

Granted as of September 11, 2003.

SYSCO CORPORATION

Richard J. Schnieders
Chairman & Chief Executive Officer

Page 1 of 2

<PAGE>

TERMS AND CONDITIONS OF STOCK OPTION

1. Please carefully review all the provisions of the Sysco Corporation 2000
Stock Incentive Plan (the "Plan"). In addition to the conditions set out in the
Plan, the exercise of your option is contingent upon satisfying the provisions
of this document, certain of which are applicable during the period beginning
July 3, 2004, and ending June 28, 2008 (the "Vesting Period").

2. One-fifth of the total number of shares covered by your option will vest
each year for five years, as follows. This option will expire on the close of
business on September 10, 2013.

o 20% on July 3, 2004
o 20% on July 2, 2005
o 20% on July 1, 2006
o 20% on June 30, 2007
o 20% on June 28, 2008

3. The vested portion of your option may be exercised at any time after it
vests, provided that at the time of the exercise all of the conditions set forth
in the Plan and in this document have been met. No portion of your option may be
exercised prior to July 3, 2004. The Plan provides that the committee of the
Board of Directors of Sysco Corporation (the "Corporation") which administers
the Plan (the "Committee"), or its designees, may waive any vesting requirements
set forth herein and may impose additional conditions to vesting of this option
after the date of this option.

(a) Your option will normally terminate on the earlier of the date of
the expiration of the option or upon severance of your employment
relationship with the Corporation or any operating subsidiary or
division of the Corporation ("Operating Company") for any reason,
for or without cause. Whether an authorized leave of absence, or
an absence for military or government service, constitutes
severance of your employment relationship with the Corporation or
Operating Company will be determined by the Committee at the time
of the event. However, if before the expiration of your option,
your employment relationship with the Corporation or Operating
Company terminates as a result of your retirement in good
standing or disability under the established rules of the
Corporation then in effect, your option will remain in effect,
vest and be exercisable in accordance with its terms as if you
remained an employee of the Corporation or Operating Company.