TO OUR SHAREHOLDERS

In business or in our personal lives, each of us values products and services that exceed our expectations. When treated with unusual professionalism and courtesy, or when we discover a product that more than meets our needs, we develop an affinity for an establishment or a brand. When we are satisfied time and again, we become loyal customers - the heart of a successful business. By focusing on those aspects of our business that engender customer loyalty, SYSCO continued to enhance shareholder value during fiscal 1999.

CHAIRMAN AND CHIEF EXECUTIVE OFFICERBill M. Lindig
Chairman and Chief Executive Officer

Total sales reached a new milestone of $17.4 billion for the 53-week period ended July 3, 1999, a 14 percent increase over the $15.3 billion attained in fiscal 1998 (52 weeks). The foodservice industry continued to grow at a 4-percent real rate for the same period, stimulated by a strong U.S. economy that encouraged consumers to enjoy meals prepared away from home. SYSCO likewise benefited from the strong economy, and enjoyed a growth rate of more than twice that of the industry. After adjusting sales for the effects of very moderate food cost inflation of 0.98 percent and acquisitions of 1.14 percent, real sales growth was 11.6 percent for the 53-week year versus 52 weeks in 1998.

Fiscal 1999 net earnings were $362.3 million, up 11.5 percent as compared to $324.8 million last year prior to a second quarter fiscal 1998 accounting change of $28 million. On a per share basis, basic earnings were $1.09, or 15 percent higher than in the 52 weeks of 1998, while diluted earnings rose 14 percent to $1.08.

Sales to marketing associate-served territory customers, the fastest growing segment of the foodservice industry, increased to 55 percent of sales from 53 percent last year in our traditional companies, reflecting our efforts to maintain a proper balance in overall sales. Margin improvements, primarily due to the change in sales mix, also were attributable to the growth in SYSCO Brand product sales, which are now 48 percent of marketing associate-served and 37 percent of overall sales. Sales of fresh produce, a category added in 1985, topped the $1 billion mark in fiscal 1999. Menus increasingly feature fresh selections, and SYSCO works closely with growers to successfully market SYSCO Natural™ brand premium vegetables and fruits along with a wide variety of pre-washed and pre-cut produce.

The SYGMA Network, Inc., SYSCO's chain restaurant distribution specialist, increased sales 44 percent to a record $2.0 billion in fiscal 1999, representing 11.5 percent of overall sales. The increase included an approximate annualized $600 million in new business to 1,700 additional Wendy's International, Inc. locations across the U.S. Wendy's contribution to real sales growth was approximately 3 percent for the year. To serve this customer efficiently, SYGMA added three distribution facilities and increased capacity in three other locations. Although costs associated with the new sales were higher than normal, operating expenses returned to planned levels in the fourth quarter.

Acquisitions continue to contribute significantly to geographical expansion. In August 1999, SYSCO acquired Doughtie's Foods, Inc., in Portsmouth, Virginia, which serves Virginia, Maryland, North Carolina and Delaware, and the Buckhead Beef Company, Inc., an Atlanta-based distributor of custom-cut meat, poultry and seafood items. With the July 1999 acquisition of Newport Meat Company of Irvine, California, a leading center-of-the-plate distributor in southern California, and the September announcement of plans to acquire Malcolm Meats, a Toledo, Ohio-based supplier of fresh-cut meat and other protein products, SYSCO is considerably enhancing its positon as a preeminent supplier of fresh, custom-cut, quality protein products. Combined, these companies had about $414 million in 1998 annualized revenues.

SYSCO continued to pursue internal expansion, opening "fold-outs" in San Diego, California in November 1998 and Birmingham, Alabama in March 1999. Market studies are ongoing to establish future locations. The Doughtie's acquisition will enable SYSCO to better serve both Doughtie's and SYSCO's customers in their market from a new facility to be built in the Hampton Roads area of Virginia.

Investments in facilities, fleet and equipment were $287 million in 1999 compared to $259 million in 1998 as a result of the SYSCO Uniform Systems (SUS) conversions, additional costs associated with the Wendy's business and two new "fold-outs." Facility and fleet purchases were 70 percent of total expenditures. For fiscal 2000, capital expenditures are anticipated to be $230 million to $250 million.

Installation of SUS, a company-wide upgrade of management information systems, will be completed by December 1999, effecting Year 2000 readiness for the system. Designed ultimately to gain operational efficiencies, the installation initially creates additional expenses for operating companies for about one year after coming on line.

Although SYSCO continues to rely upon internally generated sales increases within each market to sustain future growth, the company also has ample cash generated by operations and appropriate debt levels to continue funding growth through "fold-outs" and strategic acquisitions.

PRESIDENT AND CHIEF OPERATING OFFICERCharles H. Cotros
President and Chief Operating Officer

Additionally, since 1996 SYSCO has been repurchasing shares in excess of issuances for compensation and benefit purposes. This program has been funded with internally generated cash as well as debt. In fiscal 1999, about 7.5 million shares of the company's stock were repurchased at a cost of about $204 million. Since the beginning of fiscal 1996, 52.4 million shares have been repurchased. The Board authorized a new 8-million-share buyback program in July 1999. Increased operating earnings and fewer shares outstanding resulted in a 26 percent return on average shareholders' equity and a 16 percent return on average total capital for fiscal 1999. After funding working capital needs, capital investments, dividends, acquisitions and share repurchases, long-term debt of $998 million, or 41 percent of total capitalization, was up moderately from $867 million a year earlier.

SYSCO has an unusual depth and breadth of management talent, not only in the operating companies, but also at the corporate level. We take pride in the variety of strengths our employees display and are pleased to participate in their success.

Appointments during the year included William B. Day, who was promoted to Assistant Controller; Michael C. Nichols, who was named Vice President and General Counsel; and Kent R. Berke, who was promoted to Assistant Vice President and maintained his position as Associate General Counsel. Also, Thomas E. Lankford was elected Executive Vice President of Merchandising & Multi-Unit Sales, and Kenneth J. Carrig became Senior Vice President, Administration.

In November 1998, the Directors raised the quarterly cash dividend to $0.10 per share from $0.09 per share, an 11 percent increase and the 30th approved in the 29 years since SYSCO's initial public offering. The increase reflects the Board's belief that management's strategies will continue to build earnings and generate solid cash flow.

We anticipate that the strong economy, low inflation and high consumer confidence in the U.S. and Canada will support SYSCO's continued expansion. SYSCO has invested heavily in its ability to provide premier foodservice products and services to customers. Moreover, SYSCO is a customer-driven company, dedicated to providing quality products, on time, without error. The C.A.R.E.S. initiative implemented this year, Customers Are Really Everything to SYSCO, quantifies and focuses attention daily on the activities that create the customer loyalty so essential to outstanding, ongoing growth as we enter the next millennium.

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Bill M. Lindig
Chairman and Chief Executive Officer

IMAGE
Charles H. Cotros
President and Chief Operating Officer

September 24, 1999

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