<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>h05784e10vq.txt
<DESCRIPTION>SYSCO CORPORATION - DATED MARCH 29, 2003
<TEXT>
<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

(Mark One)

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

                  For the quarterly period ended March 29, 2003

                                       OR

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

                   For the transition period from         to

                          Commission file number 1-6544


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

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


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

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

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

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

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

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

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


<PAGE>






                                TABLE OF CONTENTS


<Table>
<Caption>
                                                                                 PAGE NO.
                                                                                 --------
<S>          <C>                                                                 <C>
                          PART I. FINANCIAL INFORMATION

Item 1.      Financial Statements                                                      1
Item 2.      Management's Discussion and Analysis of Financial Condition and
             Results of Operations                                                    15
Item 3.      Quantitative and Qualitative Disclosures about Market Risk               21
Item 4.      Controls and Procedures                                                  21


                           PART II. OTHER INFORMATION

Item 1.      Legal Proceedings                                                        23
Item 2.      Changes in Securities and Use of Proceeds                                23
Item 3.      Defaults Upon Senior Securities                                          23
Item 4.      Submission of Matters to a Vote of Security Holders                      23
Item 5.      Other Information                                                        23
Item 6.      Exhibits and Reports on Form 8-K                                         23

Signatures                                                                            26
Certifications                                                                        27
</Table>




<PAGE>


                                                                               1

                         PART I - FINANCIAL INFORMATION
                          Item 1. Financial Statements

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

<Table>
<Caption>
                                                     Mar. 29, 2003    June 29, 2002    Mar. 30, 2002
                                                     -------------    -------------    -------------
                                                      (unaudited)                       (unaudited)
<S>                                                  <C>              <C>              <C>
ASSETS
Current assets
  Cash and cash equivalents                          $     186,956    $     198,439    $     346,083
  Accounts and notes receivable, less
    allowances of $64,685, $30,338 and $73,289           1,946,819        1,760,827        1,625,314
  Inventories                                            1,256,397        1,117,869        1,089,334
  Deferred taxes                                                --           34,188          104,993
  Prepaid expenses                                          60,775           41,966           52,133
                                                     -------------    -------------    -------------
    Total current assets                                 3,450,947        3,153,289        3,217,857

Plant and equipment at cost, less depreciation           1,829,021        1,697,782        1,646,465

Goodwill and intangibles, less amortization              1,084,693          922,222          774,694
Restricted cash                                             84,056           32,000               --
Other assets                                               207,168          184,460          187,970
                                                     -------------    -------------    -------------
    Total other assets                                   1,375,917        1,138,682          962,664
                                                     -------------    -------------    -------------
Total assets                                         $   6,655,885    $   5,989,753    $   5,826,986
                                                     =============    =============    =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Notes payable                                      $      81,492    $      66,360    $     271,195
  Accounts payable                                       1,522,670        1,349,330        1,305,245
  Accrued expenses                                         808,094          768,317          647,781
  Accrued income taxes                                      15,242           41,596           65,351
  Deferred taxes                                           250,383               --               --
  Current maturities of long-term debt                      24,684           13,754           11,400
                                                     -------------    -------------    -------------
    Total current liabilities                            2,702,565        2,239,357        2,300,972

Long-term debt                                           1,279,657        1,176,307          877,035
Deferred taxes                                             476,629          441,570          428,169

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 1,000,000,000 shares, issued
      765,174,900 shares                                   765,175          765,175          765,175
  Paid-in capital                                          246,756          217,891          213,748
  Retained earnings                                      3,202,358        2,869,417        2,722,739
  Other comprehensive loss                                 (65,435)         (65,435)          (5,624)
                                                     -------------    -------------    -------------
                                                         4,148,854        3,787,048        3,696,038
  Less cost of treasury stock, 119,159,737,
      111,634,603 and 101,484,766 shares                 1,951,820        1,654,529        1,475,228
                                                     -------------    -------------    -------------
  Total shareholders' equity                             2,197,034        2,132,519        2,220,810
                                                     -------------    -------------    -------------
Total liabilities and shareholders' equity           $   6,655,885    $   5,989,753    $   5,826,986
                                                     =============    =============    =============
</Table>



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


<PAGE>


                                                                               2

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


<Table>
<Caption>
                                                39-Week Period Ended              13-Week Period Ended
                                           ------------------------------    ------------------------------
                                           Mar. 29, 2003    Mar. 30, 2002    Mar. 29, 2003    Mar 30, 2002
                                           -------------    -------------    -------------    -------------
<S>                                        <C>              <C>              <C>              <C>
Sales                                      $  19,168,497    $  17,039,968    $   6,395,278    $   5,620,324

Costs and expenses
  Cost of sales                               15,396,893       13,675,331        5,144,473        4,510,059
  Operating expenses                           2,860,385        2,552,479          962,459          851,668
  Interest expense                                52,607           46,695           18,276           14,318
  Other, net                                      (8,679)          (1,936)          (2,661)            (877)
                                           -------------    -------------    -------------    -------------
Total costs and expenses                      18,301,206       16,272,569        6,122,547        5,375,168
                                           -------------    -------------    -------------    -------------

Earnings before income taxes                     867,291          767,399          272,731          245,156
Income taxes                                     331,739          293,530          104,320           93,772
                                           -------------    -------------    -------------    -------------
Net earnings                               $     535,552    $     473,869    $     168,411    $     151,384
                                           =============    =============    =============    =============

Net earnings:
   Basic earnings per share                $        0.82    $        0.71    $        0.26    $        0.23
                                           =============    =============    =============    =============
   Diluted earnings per share              $        0.81    $        0.70    $        0.26    $        0.23
                                           =============    =============    =============    =============

Average shares outstanding                   652,148,645      663,289,299      649,267,210      661,144,231
                                           =============    =============    =============    =============
Diluted shares outstanding                   662,873,939      675,028,798      657,994,124      672,528,949
                                           =============    =============    =============    =============

Dividends declared per common share        $        0.31    $        0.25    $        0.11    $        0.09
                                           =============    =============    =============    =============
</Table>





<PAGE>

                                                                              3

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

<Table>
<Caption>
                                                                                      39 - Week Period Ended
                                                                                   ------------------------------
                                                                                   Mar. 29, 2003    Mar. 30, 2002
                                                                                   -------------    -------------
<S>                                                                                <C>              <C>
Operating activities:
  Net earnings                                                                     $     535,552    $     473,869
  Add non-cash items:
    Depreciation and amortization                                                        204,155          203,477
    Deferred tax provision                                                               320,469          142,237
    Provision for losses on accounts receivable                                           24,444           25,647
  Additional investment in certain assets and liabilities, net of effect of
     businesses acquired:
      (Increase) decrease in receivables                                                (175,262)           3,251
      (Increase) in inventories                                                         (116,560)         (43,691)
      (Increase) in prepaid expenses                                                     (18,740)         (11,647)
      Increase in accounts payable                                                       152,606           31,683
      (Decrease) in accrued expenses                                                      (2,328)         (19,976)
      (Decrease) in accrued income taxes                                                 (20,158)         (57,981)
      (Increase) in other assets                                                         (19,683)          (2,553)
                                                                                   -------------    -------------
  Net cash provided by operating activities                                              884,495          744,316
                                                                                   -------------    -------------

Investing activities:
  Additions to plant and equipment                                                      (310,392)        (309,343)
  Proceeds from sales of plant and equipment                                               9,528            8,024
  Acquisition of businesses, net of cash acquired                                       (169,492)         (12,198)
  Increase in restricted cash                                                            (52,056)              --
                                                                                   -------------    -------------
  Net cash used for investing activities                                                (522,412)        (313,517)
                                                                                   -------------    -------------

Financing activities:
  Bank and commercial paper borrowings                                                   115,039          161,111
  Other debt repayments                                                                   (7,432)         (16,809)
  Common stock reissued from treasury                                                     81,971           71,612
  Treasury stock purchases                                                              (372,808)        (282,904)
  Dividends paid                                                                        (190,336)        (153,469)
                                                                                   -------------    -------------
  Net cash used for financing activities                                                (373,566)        (220,459)
                                                                                   -------------    -------------
Net (decrease) increase in cash                                                          (11,483)         210,340
Cash at beginning of period                                                              198,439          135,743
                                                                                   -------------    -------------
Cash at end of period                                                              $     186,956    $     346,083
                                                                                   =============    =============

Supplemental disclosures of cash flow information:
 Cash paid during the period for:
    Interest                                                                       $      44,451    $      44,082
    Income taxes                                                                          36,734          208,730
</Table>


<PAGE>



                                                                              4


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

1.       BASIS OF PRESENTATION

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

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

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

2.       EARNINGS PER SHARE

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

<Table>
<Caption>
                                                           39-Week Period Ended         13-Week Period Ended
                                                     -----------------------------   -----------------------------
                                                     Mar. 29, 2003   Mar. 30, 2002   Mar. 29, 2003   Mar. 30, 2002
                                                     -------------   -------------   -------------   -------------
<S>                                                  <C>             <C>             <C>             <C>
Numerator:
  Numerator for basic earnings per share --
   income available to common shareholders           $ 535,552,000   $ 473,869,000   $ 168,411,000   $ 151,384,000
                                                     =============   =============   =============   =============

Denominator:
  Denominator for basic earnings per share --
   weighted-average shares                             652,148,645     663,289,299     649,267,210     661,144,231

  Effect of dilutive securities:
   Employee and director stock options                  10,725,294      11,739,499       8,726,914      11,384,718
                                                     -------------   -------------   -------------   -------------
  Denominator for diluted earnings per share --
   adjusted for weighted-average shares                662,873,939     675,028,798     657,994,124     672,528,949
                                                     =============   =============   =============   =============

Basic earnings per share                             $        0.82   $        0.71   $        0.26   $        0.23
                                                     =============   =============   =============   =============

Diluted earnings per share                           $        0.81   $        0.70   $        0.26   $        0.23
                                                     =============   =============   =============   =============
</Table>





<PAGE>



                                                                               5


3.       RESTRICTED CASH

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

4.       DEBT

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

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

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

5.       VENDOR CONSIDERATION

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

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



<PAGE>


                                                                               6

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

6.       ACQUISITIONS

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

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

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

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

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

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

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

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

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



<PAGE>

                                                                               7

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

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

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

7.       DERIVATIVE FINANCIAL INSTRUMENTS

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

8.       INCOME TAXES

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

9.       STOCK BASED COMPENSATION

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

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




<PAGE>



                                                                              8
<Table>
<Caption>
                                                            39-Week Period Ended                  13-Week Period Ended
                                                    ----------------------------------    ----------------------------------
                                                     Mar. 29, 2003      Mar. 30, 2002      Mar. 29, 2003      Mar. 30, 2002
                                                    ---------------    ---------------    ---------------    ---------------
<S>                                                 <C>                <C>                <C>                <C>
Net earnings:

   Reported net earnings                            $   535,552,000    $   473,869,000    $   168,411,000    $   151,384,000
   Stock based compensation expense, net of taxes       (38,404,000)       (26,800,000)       (13,444,000)       (10,584,000)
                                                    ---------------    ---------------    ---------------    ---------------
   Adjusted net earnings                            $   497,148,000    $   447,069,000    $   154,967,000    $   140,800,000
                                                    ===============    ===============    ===============    ===============

Basic earnings per share:
   Reported earnings per share                      $          0.82    $          0.71    $          0.26    $          0.23
   Stock based compensation expense, net of taxes             (0.06)             (0.04)             (0.02)             (0.02)
                                                    ---------------    ---------------    ---------------    ---------------
   Adjusted earnings per share                      $          0.76    $          0.67    $          0.24    $          0.21
                                                    ===============    ===============    ===============    ===============

Diluted earnings per share:
   Reported earnings per share                      $          0.81    $          0.70    $          0.26    $          0.23
   Stock based compensation expense, net of taxes             (0.06)             (0.04)             (0.02)             (0.02)
                                                    ---------------    ---------------    ---------------    ---------------
   Adjusted earnings per share                      $          0.75    $          0.66    $          0.24    $          0.21
                                                    ===============    ===============    ===============    ===============
</Table>


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

         The weighted average fair value of employee stock purchase rights
         issued was $4.01 and $4.28 during the thirty-nine weeks ended March 29,
         2003 and March 30, 2002, respectively. The fair value of the stock
         purchase rights was calculated as the difference between the stock
         price at date of issuance and the employee purchase price.

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

10.      NEW ACCOUNTING STANDARDS

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

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


<PAGE>



                                                                               9
<Table>
<Caption>
                                                39-Week Period Ended                 13-Week Period Ended
                                         ---------------------------------   ---------------------------------
                                          Mar. 29, 2003     Mar. 30, 2002     Mar. 29, 2003     Mar. 30, 2002
                                         ---------------   ---------------   ---------------   ---------------
<S>                                      <C>               <C>               <C>               <C>
Net Earnings:
  Reported net earnings                  $   535,552,000   $   473,869,000   $   168,411,000   $   151,384,000
  Goodwill amortization, net of taxes                 --        15,163,000                --         5,062,000
                                         ---------------   ---------------   ---------------   ---------------
  Adjusted net earnings                  $   535,552,000   $   489,032,000   $   168,411,000   $   156,446,000
                                         ===============   ===============   ===============   ===============

Basic earnings per share:
   Reported earnings per share           $          0.82   $          0.71   $          0.26   $          0.23
   Goodwill amortization, net of taxes                --              0.02                --              0.01
                                         ---------------   ---------------   ---------------   ---------------
  Adjusted earnings per share            $          0.82   $          0.74   $          0.26   $          0.24
                                         ===============   ===============   ===============   ===============

Diluted earnings per share:
   Reported earnings per share           $          0.81   $          0.70   $          0.26   $          0.23
   Goodwill amortization, net of taxes                --              0.02                --              0.01
                                         ---------------   ---------------   ---------------   ---------------
  Adjusted earnings per share            $          0.81   $          0.72   $          0.26   $          0.23
                                         ===============   ===============   ===============   ===============
</Table>


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

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

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

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



<PAGE>

                                                                              10


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

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

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

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

11.      SUPPLEMENTAL GUARANTOR INFORMATION

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

         The following condensed consolidating financial statements present
         separately the financial position, results of operations and cash flows
         of the parent guarantor (SYSCO), the subsidiary issuer (SYSCO
         International) and all other non-guarantor subsidiaries of SYSCO (Other
         Non-Guarantor Subsidiaries) on a combined basis and eliminating
         entries. The financial information for SYSCO includes corporate
         activities as well as certain operating companies which are operated as
         divisions of SYSCO. Beginning with the third quarter of fiscal 2003,
         these divisions are operated as subsidiaries and their results are
         included in the Other Non-Guarantor Subsidiaries column.




<PAGE>

                                                                              11


<Table>
<Caption>
                                                 CONDENSED CONSOLIDATING BALANCE SHEET -- MARCH 29, 2003
                                 -------------------------------------------------------------------------------------
                                                      SYSCO      OTHER NON-GUARANTOR                     CONSOLIDATED
                                      SYSCO       INTERNATIONAL      SUBSIDIARIES      ELIMINATIONS         TOTALS
                                 --------------   -------------- -------------------  --------------    --------------
                                                                  (IN THOUSANDS)
<S>                              <C>              <C>               <C>               <C>               <C>
Current assets ...............   $      215,110   $            3    $    3,235,834    $           --    $    3,450,947
Investment in
  subsidiaries ...............        7,192,974          221,311           198,586        (7,612,871)               --
Plant and equipment,  net ....           47,796               --         1,781,225                --         1,829,021
Other assets .................          292,880            2,017         1,081,020                --         1,375,917
                                 --------------   --------------    --------------    --------------    --------------
Total assets .................   $    7,748,760   $      223,331    $    6,296,665    $   (7,612,871)   $    6,655,885
                                 ==============   ==============    ==============    ==============    ==============

Current liabilities ..........   $      534,273   $      103,325    $    2,064,967    $           --    $    2,702,565
Intercompany payables
  (receivables) ..............        3,874,701          (73,140)       (3,801,561)               --                --
Long-term debt ...............        1,039,400          199,415            40,842                --         1,279,657
Other liabilities ............          103,352               --           373,277                --           476,629
Shareholders' equity
  (deficit) ..................        2,197,034           (6,269)        7,619,140        (7,612,871)        2,197,034
                                 --------------   --------------    --------------    --------------    --------------
Total liabilities and
  shareholders' equity .......   $    7,748,760   $      223,331    $    6,296,665    $   (7,612,871)   $    6,655,885
                                 ==============   ==============    ==============    ==============    ==============
</Table>

<Table>
<Caption>
                                                  CONDENSED CONSOLIDATING BALANCE SHEET -- JUNE 29, 2002
                                 -------------------------------------------------------------------------------------
                                                       SYSCO     OTHER NON-GUARANTOR                     CONSOLIDATED
                                      SYSCO        INTERNATIONAL     SUBSIDIARIES      ELIMINATIONS         TOTALS
                                 --------------   -------------- -------------------  --------------    --------------
                                                                   (IN THOUSANDS)
<S>                              <C>              <C>               <C>               <C>               <C>
Current assets ...............   $      526,259   $       10,010    $    2,617,020    $           --    $    3,153,289
Investment in
  subsidiaries ...............        5,279,299          204,064           194,854        (5,678,217)               --
Plant and equipment,  net ....          271,971               --         1,425,811                --         1,697,782
Other assets .................          228,320            1,418           908,944                --         1,138,682
                                 --------------   --------------    --------------    --------------    --------------
Total assets .................   $    6,305,849   $      215,492    $    5,146,629    $   (5,678,217)   $    5,989,753
                                 ==============   ==============    ==============    ==============    ==============

Current liabilities ..........   $      790,631   $       64,554    $    1,384,172    $           --    $    2,239,357
Intercompany payables
  (receivables) ..............        2,353,921          (47,508)       (2,306,413)               --                --
Long-term debt ...............          933,028          199,366            43,913                --         1,176,307
Other liabilities ............           95,750               --           345,820                --           441,570
Shareholders' equity
  (deficit) ..................        2,132,519             (920)        5,679,137        (5,678,217)        2,132,519
                                 --------------   --------------    --------------    --------------    --------------
Total liabilities and
  shareholders' equity .......   $    6,305,849   $      215,492    $    5,146,629    $   (5,678,217)   $    5,989,753
                                 ==============   ==============    ==============    ==============    ==============
</Table>

<Table>
<Caption>
                                                  CONDENSED CONSOLIDATING BALANCE SHEET --MARCH 30, 2002
                                 -------------------------------------------------------------------------------------
                                                       SYSCO      OTHER NON-GUARANTOR                    CONSOLIDATED
                                      SYSCO        INTERNATIONAL     SUBSIDIARIES      ELIMINATIONS         TOTALS
                                 --------------   --------------  ------------------- --------------    --------------
                                                                       (IN THOUSANDS)
<S>                              <C>              <C>               <C>               <C>               <C>
Current assets ...............   $      518,649   $       15,675    $    2,683,533    $           --    $    3,217,857
Investment in subsidiaries ...        5,070,868          203,449                --        (5,274,317)               --
Plant and equipment,  net ....          254,545               --         1,391,920                --         1,646,465
Other assets .................          208,860                8           753,796                --           962,664
                                 --------------   --------------    --------------    --------------    --------------
Total assets .................   $    6,052,922   $      219,132    $    4,829,249    $   (5,274,317)   $    5,826,986
                                 ==============   ==============    ==============    ==============    ==============

Current liabilities ..........   $      381,161   $      243,310    $    1,676,501    $           --         2,300,972
Intercompany payables
  (receivables) ..............        2,542,458          (24,154)       (2,518,304)               --                --
Long-term debt ...............          830,822               --            46,213                --           877,035
Other liabilities ............           77,671               --           350,498                --           428,169
Shareholders' equity
  (deficit) ..................        2,220,810              (24)        5,274,341        (5,274,317)        2,220,810
                                 --------------   --------------    --------------    --------------    --------------
Total liabilities and
  shareholders' equity .......   $    6,052,922   $      219,132    $    4,829,249    $   (5,274,317)   $    5,826,986
                                 ==============   ==============    ==============    ==============    ==============
</Table>



<PAGE>
                                                                              12



<Table>
<Caption>
                                                               CONDENSED CONSOLIDATING RESULTS OF OPERATIONS
                                                                FOR THE 39-WEEK PERIOD ENDED MARCH 29, 2003
                                           --------------------------------------------------------------------------------------
                                                                 SYSCO       OTHER NON-GUARANTOR                    CONSOLIDATED
                                               SYSCO         INTERNATIONAL       SUBSIDIARIES     ELIMINATIONS         TOTALS
                                           --------------    --------------  -------------------  -------------    --------------
                                                                               (IN THOUSANDS)
<S>                                        <C>               <C>             <C>                 <C>               <C>
Sales ..................................   $    1,651,729    $           --    $   17,516,768    $           --    $   19,168,497
Cost of sales ..........................        1,278,537                --        14,118,356                --        15,396,893
Operating expenses .....................          348,012               865         2,511,508                --         2,860,385
Interest expense (income) ..............          250,693             7,798          (205,884)               --            52,607
Other, net .............................              161                --            (8,840)               --            (8,679)
                                           --------------    --------------    --------------    --------------    --------------
Total costs and expenses ...............        1,877,403             8,663        16,415,140                --        18,301,206
                                           --------------    --------------    --------------    --------------    --------------
Earnings (losses) before
  income taxes .........................         (225,674)           (8,663)        1,101,628                --           867,291
Income tax (benefit) provision .........          (86,320)           (3,314)          421,373                --           331,739
Equity in earnings of
  Subsidiaries .........................          674,906                --                --          (674,906)               --
                                           --------------    --------------    --------------    --------------    --------------
Net earnings (loss) ....................   $      535,552    $       (5,349)   $      680,255    $     (674,906)   $      535,552
                                           ==============    ==============    ==============    ==============    ==============
</Table>

<Table>
<Caption>
                                                                CONDENSED CONSOLIDATING RESULTS OF OPERATIONS
                                                                 FOR THE 39-WEEK PERIOD ENDED MARCH 30, 2002
                                           --------------------------------------------------------------------------------------
                                                                 SYSCO      OTHER NON-GUARANTOR                     CONSOLIDATED
                                                SYSCO        INTERNATIONAL      SUBSIDIARIES      ELIMINATIONS         TOTALS
                                           --------------    -------------- -------------------  --------------    --------------
                                                                               (IN THOUSANDS)
<S>                                        <C>               <C>            <C>                  <C>               <C>
Sales ..................................   $    2,313,384    $           --    $   14,726,584    $           --    $   17,039,968
Cost of sales ..........................        1,806,806                --        11,868,525                --        13,675,331
Operating expenses .....................          410,462                --         2,142,017                --         2,552,479
Interest expense (income) ..............          202,477                38          (155,820)               --            46,695
Other, net .............................               33                              (1,969)               --            (1,936)
                                           --------------    --------------    --------------    --------------    --------------
Total costs and expenses ...............        2,419,778                38        13,852,753                --        16,272,569
                                           --------------    --------------    --------------    --------------    --------------
Earnings (losses) before
  income taxes .........................         (106,394)              (38)          873,831                --           767,399
Income tax (benefit) provision .........          (40,696)              (14)          334,240                --           293,530
Equity in earnings of
  Subsidiaries .........................          539,567                --                --          (539,567)               --
                                           --------------    --------------    --------------    --------------    --------------
Net earnings ...........................   $      473,869    $          (24)   $      539,591    $     (539,567)   $      473,869
                                           ==============    ==============    ==============    ==============    ==============
</Table>

<Table>
<Caption>
                                                             CONDENSED CONSOLIDATING RESULTS OF OPERATIONS
                                                              FOR THE 13-WEEK PERIOD ENDED MARCH 29, 2003
                                           --------------------------------------------------------------------------------------
                                                                 SYSCO       OTHER NON-GUARANTOR                    CONSOLIDATED
                                                SYSCO         INTERNATIONAL     SUBSIDIARIES      ELIMINATIONS         TOTALS
                                           --------------    --------------  -------------------  -------------    --------------
                                                                                (IN THOUSANDS)
<S>                                        <C>               <C>               <C>               <C>               <C>
Sales ..................................   $           --    $           --    $    6,395,278    $           --    $    6,395,278
Cost of sales ..........................               --                --         5,144,473                --         5,144,473
Operating expenses .....................           34,685               259           927,515                --           962,459
Interest expense (income) ..............           98,929             2,697           (83,350)               --            18,276
Other, net .............................               34                              (2,695)               --            (2,661)
                                           --------------    --------------    --------------    --------------    --------------
Total costs and expenses ...............          133,648             2,956         5,985,943                --         6,122,547
                                           --------------    --------------    --------------    --------------    --------------
Earnings (losses) before
  income taxes .........................         (133,648)           (2,956)          409,335                --           272,731
Income tax (benefit) provision .........          (51,120)           (1,131)          156,571                --           104,320
Equity in earnings of
  Subsidiaries .........................          250,939                --                --          (250,939)               --
                                           --------------    --------------    --------------    --------------    --------------
Net earnings (loss) ....................   $      168,411    $       (1,825)   $      252,764    $     (250,939)   $      168,411
                                           ==============    ==============    ==============    ==============    ==============
</Table>

<Table>
<Caption>
                                                               CONDENSED CONSOLIDATING RESULTS OF OPERATIONS
                                                                 FOR THE 13-WEEK PERIOD ENDED MARCH 30, 2002
                                           --------------------------------------------------------------------------------------
                                                                 SYSCO      OTHER NON-GUARANTOR                     CONSOLIDATED
                                                SYSCO        INTERNATIONAL      SUBSIDIARIES      ELIMINATIONS         TOTALS
                                           --------------    -------------- -------------------  --------------    --------------
                                                                       (IN THOUSANDS)
<S>                                        <C>               <C>               <C>               <C>               <C>
Sales ..................................   $      725,392    $           --    $    4,894,932    $           --    $    5,620,324
Cost of sales ..........................          567,743                --         3,942,316                --         4,510,059
Operating expenses .....................          135,626                             716,042                --           851,668
Interest expense (income) ..............           71,814                38           (57,534)               --            14,318
Other, net .............................               39                                (916)               --              (877)
                                           --------------    --------------    --------------    --------------    --------------
Total costs and expenses ...............          775,222                38         4,599,908                --         5,375,168
                                           --------------    --------------    --------------    --------------    --------------
Earnings (losses) before
  income taxes .........................          (49,830)              (38)          295,024                --           245,156
Income tax (benefit) provision .........          (19,060)              (14)          112,846                --            93,772
Equity in earnings of
 Subsidiaries ..........................          182,154                --                --          (182,154)               --
                                           --------------    --------------    --------------    --------------    --------------
Net earnings ...........................   $      151,384    $          (24)   $      182,178    $     (182,154)   $      151,384
                                           ==============    ==============    ==============    ==============    ==============
</Table>
<PAGE>


                                                                              13

<Table>
<Caption>
                                                                CONDENSED CONSOLIDATING CASH FLOWS
                                                           FOR THE 39-WEEK PERIOD ENDED MARCH 29, 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 ...................    $       (87,029)    $        14,625     $       956,899     $       884,495
Investing activities ...................           (247,725)                 --            (274,687)           (522,412)
Financing activities ...................           (383,658)             18,232              (8,140)           (373,566)
Intercompany activity ..................            746,144             (42,863)           (703,281)                 --
                                            ---------------     ---------------     ---------------     ---------------
Net increase (decrease) in cash ........             27,732             (10,006)            (29,209)            (11,483)
Cash at the beginning of the
  period ...............................            155,461              10,006              32,972             198,439
                                            ---------------     ---------------     ---------------     ---------------
Cash at the end of the
  period ...............................    $       183,193     $            --     $         3,763     $       186,956
                                            ===============     ===============     ===============     ===============
</Table>


<Table>
<Caption>
                                                        CONDENSED CONSOLIDATING CASH FLOWS
                                                    FOR THE 39-WEEK PERIOD ENDED MARCH 30, 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 ...........    $      (306,067)    $           (32)    $     1,050,415     $       744,316
Investing activities ...........            (47,854)                 --            (265,663)           (313,517)
Financing activities ...........           (427,850)            243,311             (35,920)           (220,459)
Intercompany activity ..........            854,148            (227,603)           (626,545)                 --
                                    ---------------     ---------------     ---------------     ---------------

Net increase in cash ...........             72,377              15,676             122,287             210,340
Cash at the beginning of the
  period .......................             39,832                  --              95,911             135,743
                                    ---------------     ---------------     ---------------     ---------------
Cash at the end of the
  period .......................    $       112,209     $        15,676     $       218,198     $       346,083
                                    ===============     ===============     ===============     ===============
</Table>

12.      BUSINESS SEGMENT INFORMATION

         The accounting policies for the segments are the same as those
         disclosed in the Company's Fiscal 2002 Annual Report on Form 10-K. The
         Company has aggregated its operating companies into a number of
         segments, of which only Broadline and SYGMA are reportable segments as
         defined in SFAS No. 131. Broadline operating companies distribute a
         full line of food products and a wide variety of non-food products to
         both our traditional and chain restaurant customers. SYGMA operating
         companies distribute a full line of food products and a wide variety of
         non-food products to some of our chain restaurant customer locations.
         "Other" financial information is attributable to the Company's other
         segments, including the Company's specialty produce, meat and lodging
         industry products segments. The Company's Canadian operations are not
         significant for geographical disclosure purposes. Intersegment sales
         represent specialty produce and meat company products distributed by
         the Broadline and SYGMA operating companies. The segment results
         include allocation of centrally incurred costs for shared services that
         eliminate upon consolidation. Centrally incurred costs are allocated
         based upon the relative level of service used by each operating
         company.

<Table>
<Caption>
                                             39-Weeks Ended                          13-Weeks Ended
                                  -----------------------------------     -----------------------------------
                                   Mar. 29, 2003       Mar. 30, 2002       Mar. 29, 2003       Mar. 30, 2002
                                  ---------------     ---------------     ---------------     ---------------
<S>                               <C>                 <C>                 <C>                 <C>
Sales (in thousands):

    Broadline                     $    15,796,806     $    13,967,699     $     5,247,872     $     4,589,066
    SYGMA                               2,133,252           1,956,650             713,334             648,925
    Other                               1,429,382           1,251,424             502,378             430,951
    Intersegment sales                   (190,943)           (135,805)            (68,306)            (48,618)
                                  ---------------     ---------------     ---------------     ---------------
    Total                         $    19,168,497     $    17,039,968     $     6,395,278     $     5,620,324
                                  ===============     ===============     ===============     ===============
</Table>



<PAGE>


                                                                              14


<Table>
<Caption>
                                                           39-Weeks Ended                     13-Weeks Ended
                                                  -------------------------------     -------------------------------
                                                  Mar. 29, 2003     Mar. 30, 2002     Mar. 29, 2003     Mar. 30, 2002
                                                  -------------     -------------     -------------     -------------
<S>                                               <C>               <C>               <C>               <C>
Earnings before income taxes (in thousands):
    Broadline                                     $     884,738     $     790,219     $     281,114     $     250,383
    SYGMA                                                15,789            15,026             5,174             5,257
    Other                                                34,200            34,564             9,914            13,145
                                                  -------------     -------------     -------------     -------------
    Total segments                                      934,727           839,809           296,202           268,785
    Unallocated corporate expenses                      (67,436)          (72,410)          (23,471)          (23,629)
                                                  -------------     -------------     -------------     -------------
    Total                                         $     867,291     $     767,399     $     272,731     $     245,156
                                                  =============     =============     =============     =============

</Table>


<Table>
<Caption>
                                                  Mar. 29, 2003    June 29, 2002    Mar. 30, 2002
                                                  -------------    -------------    -------------
<S>                                               <C>              <C>              <C>
Assets (in thousands):
    Broadline                                     $   4,376,676    $   3,983,216    $   3,593,751
    SYGMA                                               193,914          176,093          175,453
    Other                                               469,618          424,982          425,351
                                                  -------------    -------------    -------------
    Total segments                                    5,040,208        4,584,291        4,194,555
    Corporate                                         1,615,677        1,405,462        1,632,431
                                                  -------------    -------------    -------------
    Total                                         $   6,655,885    $   5,989,753    $   5,826,986
                                                  =============    =============    =============
</Table>


13.      CONTINGENCIES

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



<PAGE>



                                                                              15

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

         Liquidity and Capital Resources

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

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

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

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

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

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


<PAGE>


                                                                              16


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

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

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

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

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

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

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



<PAGE>
                                                                              17


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

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

         Results of Operations

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

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

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

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



<PAGE>


                                                                              18

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

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

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

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

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

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

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

         Broadline Segment

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

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



<PAGE>

                                                                              19

         SYGMA Segment

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

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

         Other Segment

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

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

         New Accounting Standards

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

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

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

<PAGE>

                                                                              20


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

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

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

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

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

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





<PAGE>


                                                                              21

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

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

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

Item 4.  Controls and Procedures

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

         Forward-Looking Statements

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

<PAGE>



                                                                              22

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


<PAGE>



                                                                              23

                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

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

Item 2.  Changes in Securities and Use of Proceeds.

         None

Item 3.  Defaults upon Senior Securities

         None

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

         None

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K


  (a)      Exhibits.

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

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

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

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

         4(a)     Senior Debt Indenture, dated as of June 15, 1995, between
                  Sysco Corporation and First Union National Bank of North
                  Carolina, Trustee, incorporated by reference to Exhibit 4(a)
                  to Registration Statement on Form S-3 filed June 6, 1995 (File
                  No. 33-60023).


<PAGE>



                                                                              25

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

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

         4(d)     Third Supplemental Indenture, dated as of April 25, 1997,
                  between Sysco Corporation and First Union National Bank of
                  North Carolina, Trustee, incorporated by reference to Exhibit
                  4(g) to Form 10-K for the year ended June 28, 1997 (File No.
                  1-6544).

         4(e)     Fourth Supplemental Indenture, dated as of April 25, 1997,
                  between Sysco Corporation and First Union National Bank of
                  North Carolina, Trustee, incorporated by reference to Exhibit
                  4(h) to Form 10-K for the year ended June 28, 1997 (File No.
                  1-6544).

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

         4(g)     Sixth Supplemental Indenture, including form of Note, dated
                  April 5, 2002 between SYSCO Corporation, as Issuer, and
                  Wachovia Bank, National Association (formerly First Union
                  National Bank of North Carolina), as Trustee, incorporated by
                  reference to Exhibit 4.1 to Form 8-K dated April 5, 2002 (File
                  No. 1-6544).

         4(h)     Indenture dated May 23, 2002 between SYSCO International, Co.,
                  SYSCO Corporation and Wachovia Bank, National Association,
                  incorporated by reference to Exhibit 4.1 to Registration
                  Statement on Form S-4 filed August 21, 2002 (File No.
                  333-98489).

         4(i)     Credit Agreement dated September 13, 2002 by and among SYSCO
                  Corporation, JPMorgan Chase Bank, individually and as
                  Administrative Agent, the Co-Syndication Agents named therein
                  and the other financial institutions party thereto,
                  incorporated by reference to Exhibit 4(i) to Form 10-Q for the
                  quarter ended September 28, 2002 (File No. 1-6544).

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



<PAGE>



                                                                              25


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

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

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


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


(b)      Reports on Form 8-K:

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

<PAGE>



                                                                              26

                                   SIGNATURES



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

                                        SYSCO CORPORATION
                                        (Registrant)



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

  Date:  May 12, 2003



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

  Date:  May 12, 2003



<PAGE>



                                                                              27


                                  CERTIFICATION



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

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

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

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

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

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

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

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

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

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

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

<PAGE>



                                                                              28




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

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



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



<PAGE>



                                                                              29


                                  CERTIFICATION



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

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

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

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

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

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

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

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

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

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

<PAGE>



                                                                              30


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



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



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








<PAGE>





                                  EXHIBIT INDEX


<Table>
<Caption>
             NO.                              DESCRIPTION
        --------------       --------------------------------------------------
<S>                          <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)             Bylaws, as amended and restated 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).

            4(a)             Senior Debt Indenture, dated as of June 15, 1995,
                             between Sysco Corporation and First Union National
                             Bank of North Carolina, Trustee, incorporated by
                             reference to Exhibit 4(a) to Registration Statement
                             on Form S-3 filed June 6, 1995 (File No. 33-60023).

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

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

            4(d)             Third Supplemental Indenture, dated as of April 25,
                             1997, between Sysco Corporation and First Union
                             National Bank of North Carolina, Trustee,
                             incorporated by reference to Exhibit 4(g) to Form
                             10-K for the year ended June 28, 1997 (File No.
                             1-6544).

            4(e)             Fourth Supplemental Indenture, dated as of April
                             25, 1997, between Sysco Corporation and First Union
                             National Bank of North Carolina, Trustee,
                             incorporated by reference to Exhibit 4(h) to Form
                             10-K for the year ended June 28, 1997 (File No.
                             1-6544).
</Table>


<PAGE>





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

            4(g)             Sixth Supplemental Indenture, including form of
                             Note, dated April 5, 2002 between SYSCO
                             Corporation, as Issuer, and Wachovia Bank, National
                             Association (formerly First Union National Bank of
                             North Carolina), as Trustee, incorporated by
                             reference to Exhibit 4.1 to Form 8-K dated April 5,
                             2002 (File No. 1-6544).

            4(h)             Indenture dated May 23, 2002 between SYSCO
                             International, Co., SYSCO Corporation and Wachovia
                             Bank, National Association, incorporated by
                             reference to Exhibit 4.1 to Registration Statement
                             on Form S-4 filed August 21, 2002 (File No.
                             333-98489).

            4(i)             Credit Agreement dated September 13, 2002 by and
                             among SYSCO Corporation, JPMorgan Chase Bank,
                             individually and as Administrative Agent, the
                             Co-Syndication Agents named therein and the other
                             financial institutions party thereto, incorporated
                             by reference to Exhibit 4(i) to Form 10-Q for the
                             quarter ended September 28, 2002 (File No. 1-6544).

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

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

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

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

----------

* Filed herewith.




</TEXT>
</DOCUMENT>
