株探米国株
エドガーで原本を確認する
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1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 10-Q
(Mark One)
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 28, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 1-6544
________________
syylogoa03.jpg
Sysco Corporation
(Exact name of registrant as specified in its charter)
Delaware
74-1648137
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification 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
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on
which registered
Common stock, $1.00 Par Value
SYY
New York Stock Exchange
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 þ    No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes þ    No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
☑
Accelerated Filer
☐
Non-accelerated Filer
☐
Smaller Reporting Company
☐
(Do not check if a smaller reporting company)
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐    No þ
478,182,608 shares of common stock were outstanding as of April 10, 2026.
TABLE OF CONTENTS
1
PART I – FINANCIAL INFORMATION
Item 1.  Financial Statements
Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In millions, except for share data)
 
Mar. 28, 2026
Jun. 28, 2025
 
(unaudited)
ASSETS
Current assets
Cash and cash equivalents
$1,900
$1,071
Accounts receivable, less allowances of $87 and $17
5,755
5,502
Inventories
5,291
5,053
Prepaid expenses and other current assets
415
338
Income tax receivable
22
4
Total current assets
13,383
11,968
Plant and equipment at cost, less accumulated depreciation
5,888
6,084
Other long-term assets
Goodwill
5,246
5,231
Intangibles, less amortization
995
1,080
Deferred income taxes
488
497
Operating lease right-of-use assets, net
1,320
1,131
Other assets
663
783
Total other long-term assets
8,712
8,722
Total assets
$27,983
$26,774
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable
$6,387
$6,512
Accrued expenses
2,344
2,268
Accrued income taxes
—
51
Current operating lease liabilities
147
136
Current maturities of long-term debt
1,190
949
Total current liabilities
10,068
9,916
Long-term liabilities
Long-term debt
12,818
12,360
Deferred income taxes
380
345
Long-term operating lease liabilities
1,226
1,049
Other long-term liabilities
1,194
1,247
Total long-term liabilities
15,618
15,001
Noncontrolling interest
—
27
Shareholders’ equity
Preferred stock, par value $1 per share Authorized 1,500,000 shares, issued none
—
—
Common stock, par value $1 per share Authorized 2,000,000,000 shares, issued 765,174,900 shares
765
765
Paid-in capital
2,089
1,986
Retained earnings
13,461
13,061
Accumulated other comprehensive loss
(1,055)
(1,098)
Treasury stock at cost, 286,996,640 and 287,678,658 shares
(12,963)
(12,884)
Total shareholders’ equity
2,297
1,830
Total liabilities and shareholders’ equity
$27,983
$26,774
Note: The June 28, 2025 balance sheet has been derived from the audited financial statements at that date.
See Notes to Consolidated Financial Statements
2
Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED RESULTS OF OPERATIONS (Unaudited)
(In millions, except for share and per share data)
 
13-Week Period Ended
39-Week Period Ended
 
Mar. 28, 2026
Mar. 29, 2025
Mar. 28, 2026
Mar. 29, 2025
Sales
$20,519
$19,598
$62,429
$60,232
Cost of sales
16,707
16,017
50,924
49,249
Gross profit
3,812
3,581
11,505
10,983
Operating expenses
3,193
2,900
9,393
8,783
Operating income
619
681
2,112
2,200
Interest expense
168
149
512
469
Other expense (income), net
6
9
44
32
Earnings before income taxes
445
523
1,556
1,699
Income taxes
105
122
350
402
Net earnings
$340
$401
$1,206
$1,297
 
Net earnings:
 
 
Basic earnings per share
$0.71
$0.82
$2.52
$2.65
Diluted earnings per share
0.71
0.82
2.51
2.64
Average shares outstanding
479,344,821
487,519,382
479,150,734
490,080,591
Diluted shares outstanding
481,188,586
489,331,460
480,738,926
491,973,759
See Notes to Consolidated Financial Statements
3
Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(In millions)
 
13-Week Period Ended
39-Week Period Ended
 
Mar. 28, 2026
Mar. 29, 2025
Mar. 28, 2026
Mar. 29, 2025
Net earnings
$340
$401
$1,206
$1,297
Other comprehensive income (loss):
Foreign currency translation adjustment
(62)
136
(74)
49
Items presented net of tax:
Amortization of cash flow hedges
1
1
3
4
Change in net investment hedges
27
(6)
32
(3)
Change in cash flow hedges
62
3
61
(5)
Change in excluded components of fair value hedge
—
—
—
(2)
Amortization of actuarial loss
6
5
17
15
Net actuarial gain and other adjustments arising in
current year
—
—
4
23
Change in marketable securities
(1)
2
—
3
Total other comprehensive income (loss)
33
141
43
84
Comprehensive income
$373
$542
$1,249
$1,381
See Notes to Consolidated Financial Statements
4
Sysco Corporation and its Consolidated Subsidiaries
CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY (Unaudited)
(In millions, except for share data)
Quarter to Date
Accumulated
Other
Comprehensive
Loss
 
Common Stock
Paid-in
Capital
Retained
Earnings
Treasury Stock
 
 
Shares
Amount
Shares
Amounts
Totals
Balance as of December 27, 2025
765,174,900
$765
$2,048
$13,383
$(1,088)
286,247,800
$(12,825)
$2,283
Net earnings
340
340
Other comprehensive income (loss)
33
33
Dividends declared ($0.54 per common share)
(259)
(259)
Treasury stock purchases
2,230,415
(200)
(200)
Share-based compensation awards
41
(1,481,575)
62
103
Adjustments to redeemable non-controlling interest
(3)
(3)
Balance as of March 28, 2026
765,174,900
$765
$2,089
$13,461
$(1,055)
286,996,640
$(12,963)
$2,297
Accumulated
Other
Comprehensive
Loss
 
Common Stock
Paid-in
Capital
Retained
Earnings
Treasury Stock
 
 
Shares
Amount
Shares
Amounts
Totals
Balance as of December 28, 2024
765,174,900
$765
$1,965
$12,649
$(1,396)
275,706,546
$(11,969)
$2,014
Net earnings
401
401
Other comprehensive income (loss)
141
141
Dividends declared ($0.51 per common share)
(246)
(246)
Treasury stock purchases
5,468,937
(400)
(400)
Share-based compensation awards
(2)
(745,821)
26
24
Adjustments to redeemable non-controlling interest
(12)
(12)
Balance as of March 29, 2025
765,174,900
$765
$1,963
$12,792
$(1,255)
280,429,662
$(12,343)
$1,922
See Notes to Consolidated Financial Statements
Year to Date
Accumulated
Other
Comprehensive
Loss
 
Common Stock
Paid-in
Capital
Retained
Earnings
Treasury Stock
 
 
Shares
Amount
Shares
Amounts
Totals
Balance as of June 28, 2025
765,174,900
$765
$1,986
$13,061
$(1,098)
287,678,658
$(12,884)
$1,830
Net earnings
 
 
 
1,206
 
 
 
1,206
Other comprehensive income (loss)
43
43
Dividends declared ($1.62 per common share)
 
 
 
(778)
 
 
 
(778)
Treasury stock purchases
2,230,415
(200)
(200)
Share-based compensation awards
 
 
103
 
 
(2,912,433)
121
224
Adjustments to redeemable non-controlling interest
(28)
(28)
Balance as of March 28, 2026
765,174,900
$765
$2,089
$13,461
$(1,055)
286,996,640
$(12,963)
$2,297
Accumulated
Other
Comprehensive
Loss
 
Common Stock
Paid-in
Capital
Retained
Earnings
Treasury Stock
 
 
Shares
Amount
Shares
Amounts
Totals
Balance as of June 29, 2024
765,174,900
$765
$1,908
$12,260
$(1,339)
273,416,685
$(11,734)
$1,860
Net earnings
 
 
 
1,297
 
 
 
1,297
Other comprehensive loss
84
84
Dividends declared ($1.53 per common share)
 
 
 
(749)
 
 
 
(749)
Treasury stock purchases
9,418,578
(700)
(700)
Share-based compensation awards
 
 
55
 
 
(2,405,601)
91
146
Adjustments to redeemable non-controlling interest
(16)
(16)
Balance as of March 29, 2025
765,174,900
$765
$1,963
$12,792
$(1,255)
280,429,662
$(12,343)
$1,922
See Notes to Consolidated Financial Statements
5
Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED CASH FLOWS (Unaudited)
(In millions)
 
39-Week Period Ended
 
Mar. 28, 2026
Mar. 29, 2025
Cash flows from operating activities:
Net earnings
$1,206
$1,297
Adjustments to reconcile net earnings to cash provided by operating activities:
Share-based compensation expense
95
74
Depreciation and amortization
724
709
Operating lease asset amortization
113
102
Amortization of debt issuance and other debt-related costs
11
11
Deferred income taxes
(14)
(27)
Provision for losses on receivables
62
72
Other non-cash items
(40)
(84)
Additional changes in certain assets and liabilities, net of effect of businesses acquired:
Increase in receivables
(335)
(228)
Increase in inventories
(233)
(214)
Increase in prepaid expenses and other current assets
(19)
(11)
Increase (decrease) in accounts payable
43
(128)
Increase (decrease) in accrued expenses
100
(98)
Decrease in operating lease liabilities
(158)
(132)
Decrease in accrued income taxes
(69)
(91)
(Increase) decrease in other assets
(13)
16
(Decrease) increase in other long-term liabilities
(10)
49
Net cash provided by operating activities
1,463
1,317
Cash flows from investing activities:
Additions to plant and equipment
(461)
(532)
Proceeds from sales of plant and equipment
131
169
Acquisition of businesses, net of cash acquired
(189)
(40)
Purchase of marketable securities
(15)
(25)
Proceeds from sales of marketable securities
22
24
Other investing activities
23
12
Net cash used for investing activities
(489)
(392)
Cash flows from financing activities:
Bank and commercial paper borrowings (repayments), net
251
(33)
Other debt borrowings including senior notes
1,252
1,254
Other debt repayments including senior notes
(866)
(143)
Proceeds from stock option exercises
124
96
Stock repurchases
(200)
(700)
Dividends paid
(778)
(752)
Other financing activities
(45)
(21)
Net cash used for financing activities
(262)
(299)
Effect of exchange rates on cash, cash equivalents and restricted cash
(5)
(7)
Net increase in cash, cash equivalents and restricted cash
707
619
Cash, cash equivalents and restricted cash at beginning of period
1,349
945
Cash, cash equivalents and restricted cash at end of period
$2,056
$1,564
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest
$521
$453
Income taxes, net of refunds (1)
401
510
(1)
Cash paid for income taxes, net for the 39 weeks ended March 28, 2026 and March 29, 2025 includes $227 million and $190 million, respectively,
of cash paid for the purchase of federal tax credits.
See Notes to Consolidated Financial Statements
6
Sysco Corporation and its Consolidated Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Sysco,” or
the “company” as used in this Form 10-Q refer to Sysco Corporation together with its consolidated subsidiaries and divisions.
1.  BASIS OF PRESENTATION
The consolidated financial statements have been prepared by the company, without an audit. The financial statements
include consolidated balance sheets, consolidated results of operations, consolidated statements of comprehensive income,
changes in consolidated shareholders’ equity and consolidated cash flows. In the opinion of management, all adjustments,
which consist of normal recurring adjustments, except as otherwise disclosed, necessary to present fairly the financial position,
results of operations, comprehensive income, cash flows and changes in shareholders’ equity 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 our Annual Report on Form 10-K for the fiscal year ended June 28, 2025 (our “fiscal 2025 Form 10-K”). Certain
footnote disclosures included in annual financial statements prepared in accordance with generally accepted accounting
principles (GAAP) have been condensed or omitted pursuant to applicable rules and regulations for interim financial
statements.
Supplemental Balance Sheet Information
Supplier Financing Programs
We have agreements with third parties to provide supplier finance programs which facilitate participating suppliers’
ability to finance payment obligations from the company with designated third-party financial institutions. Participating
suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the company prior to their
scheduled due dates at a discounted price to participating financial institutions. Obligations of the company that have been
confirmed as valid require payment by Sysco upon the due date of the obligation.
Our outstanding payment obligations that suppliers financed to participating financial institutions, which are included
in accounts payable on the consolidated balance sheets, are as follows:
Mar. 28, 2026
Jun. 28, 2025
(In millions)
Financed payment obligations
$85
$93
Accounts Receivable, Less Allowances
We utilize arrangements to sell portions of our trade accounts receivable to third-party financial institutions on a non-
recourse basis in exchange for cash. The arrangements meet the requirements for the receivables transferred to be accounted for
as sales and are accounted for as a reduction in trade receivables. Proceeds from the sales are reported net of negotiated
discount and are recorded as a reduction to accounts receivable outstanding in the company’s consolidated balance sheets and
as cash flows from operating activities in the company’s consolidated statements of cash flows. Accounts receivable sold under
these arrangements were $1.4 billion and $1.9 billion for the third quarter of fiscal 2026 and 2025, respectively, and $4.4 billion
and $6.0 billion for the first 39 weeks of fiscal 2026 and 2025, respectively.
In certain instances, Sysco has continuing involvement subsequent to the transfer, limited to providing certain
servicing and collection actions on behalf of the purchasers of the designated trade receivables. The outstanding aggregate
principal amount of receivables that has been derecognized and remain outstanding was $198 million and $189 million at
March 28, 2026 and June 28, 2025, respectively. We continue to service the receivables post-transfer on a non-recourse basis
with no participating interest.
Supplemental Cash Flow Information
The following table sets forth our reconciliation of cash, cash equivalents and restricted cash reported within the
consolidated balance sheets that sum to the total of the amounts shown in the consolidated statement of cash flows:
7
Mar. 28, 2026
Mar. 29, 2025
(In millions)
Cash and cash equivalents
$1,900
$1,527
Restricted cash (1)
156
37
Total cash, cash equivalents and restricted cash shown in the consolidated statement of
cash flows
$2,056
$1,564
(1)
Restricted cash primarily represents cash and cash equivalents of Sysco’s wholly owned captive insurance subsidiary, restricted for use
to secure the insurer’s obligations for workers’ compensation, general liability and auto liability programs. Restricted cash is located
within other assets in each consolidated balance sheet.
The following table sets forth our non-cash investing and financing activities:
Mar. 28, 2026
Mar. 29, 2025
(In millions)
Non-cash investing and financing activities:
Plant and equipment acquired through financing programs
$117
$272
Assets obtained in exchange for finance lease obligations
30
55
2.  NEW ACCOUNTING STANDARDS
Recent Accounting Guidance Adopted
Segment Reporting
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)
2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to improve reportable segment
disclosure requirements through enhanced disclosures about significant segment expenses. ASU 2023-07 expands public
entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief
operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its
composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023-07 is
effective for fiscal years beginning after December 15, 2023, (our fiscal 2025), and interim periods for our fiscal years
beginning after December 15, 2024, (our first quarter of fiscal 2026), and should be applied on a retrospective basis to all
periods presented. Sysco adopted ASU 2023-07 related to annual disclosure requirements effective with our fiscal 2025 Form
10-K. The newly required annual disclosures were included in Note 21 - Business Segment Information of the fiscal 2025 Form
10-K. We adopted ASU 2023-07 related to interim disclosure requirements effective with our first quarter fiscal 2026 10-Q
filing. See Note 14 included in this Form 10-Q for the additional segment disclosures required as a result of the adoption.
Adoption of ASU 2023-07 only impacted our financial statement disclosures, with no impacts to our financial position or
results of operations.
Recent Accounting Guidance Not Yet Adopted
Income Taxes
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax
Disclosures to enhance income tax information primarily through changes in the rate reconciliation and income taxes paid
information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, (our fiscal 2026), and may be
applied prospectively or retrospectively. Early adoption is permitted. We are currently evaluating the effect of adopting ASU
2023-09 on our disclosures.
8
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense
Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard update requires
more detailed disclosures related to the types of expenses included within commonly presented income statement captions. The
amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, (our fiscal 2028),
and interim reporting periods for our fiscal years beginning after December 15, 2027, (our first quarter of fiscal 2029). Early
adoption is permitted. The standard updates are to be applied prospectively with the option for retrospective application. We are
currently evaluating the effect of adopting ASU 2024-03 on our disclosures.
Internal-Use Software
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software
(Subtopic 350-40), which amends certain aspects of the accounting and disclosure of software costs under ASU 350-40. This
ASU updates the cost capitalization threshold for internal-use software development costs by removing all references to
software project development stages and providing new guidance on how to evaluate whether the probable-to-complete
recognition threshold has been met. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027,
(our fiscal 2029), and interim reporting periods within those annual reporting periods, (our first quarter of fiscal 2029). Early
adoption is permitted. The standard updates may be applied prospectively, retrospectively, or via a modified prospective
transition method. We are currently evaluating the effect of adopting ASU 2025-06 on our consolidated financial statements
and disclosures.
3.  REVENUE
We recognize revenues when our performance obligations are satisfied in an amount that reflects the consideration
Sysco expects to be entitled to receive in exchange for those goods and services. Customer receivables, which are included in
accounts receivable, less allowances in the consolidated balance sheet, were $5.4 billion and $5.1 billion as of March 28, 2026
and June 28, 2025, respectively.
The following tables present our sales disaggregated by reportable segment and sales mix for the company’s principal
product categories for the periods presented:
13-Week Period Ended Mar. 28, 2026
US
Foodservice
Operations
International
Foodservice
Operations
SYGMA
Other
Total
(In millions)
Principal Product Categories
Fresh and frozen meats
$2,865
$635
$653
$—
$4,153
Canned and dry products
2,688
743
250
—
3,681
Frozen fruits, vegetables, bakery and
other
2,054
738
328
—
3,120
Dairy products
1,387
438
129
—
1,954
Poultry
1,305
295
277
—
1,877
Fresh produce
1,338
276
71
—
1,685
Paper and disposables
1,025
133
193
11
1,362
Beverage products
403
202
155
20
780
Seafood
604
113
51
—
768
Equipment and smallwares
270
57
7
128
462
Other (1)
295
255
23
104
677
Total Sales
$14,234
$3,885
$2,137
$263
$20,519
(1)
Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products,
and medical supplies.
9
13-Week Period Ended Mar. 29, 2025
US
Foodservice
Operations
International
Foodservice
Operations
SYGMA
Other
Total
(In millions)
Principal Product Categories
Fresh and frozen meats
$2,590
$531
$579
$—
$3,700
Canned and dry products
2,574
669
253
—
3,496
Frozen fruits, vegetables, bakery and
other
1,989
663
329
—
2,981
Dairy products
1,597
406
143
—
2,146
Poultry
1,366
261
284
—
1,911
Fresh produce
1,239
257
74
—
1,570
Paper and disposables
993
123
195
12
1,323
Beverage products
367
176
150
19
712
Seafood
536
96
48
—
680
Equipment and smallwares
271
44
7
120
442
Other (1)
278
231
22
106
637
Total Sales
$13,800
$3,457
$2,084
$257
$19,598
(1)
Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products,
and medical supplies.
39-Week Period Ended Mar. 28, 2026
US
Foodservice
Operations
International
Foodservice
Operations
SYGMA
Other
Total
(In millions)
Principal Product Categories
Fresh and frozen meats
$8,778
$1,928
$1,890
$—
$12,596
Canned and dry products
8,087
2,254
758
—
11,099
Frozen fruits, vegetables, bakery and
other
6,194
2,232
991
—
9,417
Dairy products
4,435
1,342
404
—
6,181
Poultry
4,151
916
845
—
5,912
Fresh produce
3,974
845
219
—
5,038
Paper and disposables
3,119
405
593
34
4,151
Beverage products
1,211
617
465
60
2,353
Seafood
1,734
364
140
—
2,238
Equipment and smallwares
831
176
20
369
1,396
Other (1)
883
772
67
326
2,048
Total Sales
$43,397
$11,851
$6,392
$789
$62,429
(1)
Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products,
and medical supplies.
10
39-Week Period Ended Mar. 29, 2025
US
Foodservice
Operations
International
Foodservice
Operations
SYGMA
Other
Total
(In millions)
Principal Product Categories
Fresh and frozen meats
$7,846
$1,620
$1,687
$—
$11,153
Canned and dry products
7,847
2,300
750
—
10,897
Frozen fruits, vegetables, bakery and
other
6,063
2,068
1,015
—
9,146
Dairy products
4,794
1,249
420
—
6,463
Poultry
4,316
836
870
—
6,022
Fresh produce
3,915
823
220
—
4,958
Paper and disposables
3,048
392
597
38
4,075
Beverage products
1,113
545
461
60
2,179
Seafood
1,584
313
119
—
2,016
Equipment and smallwares
847
150
42
363
1,402
Other (1)
833
682
65
341
1,921
Total Sales
$42,206
$10,978
$6,246
$802
$60,232
(1)
Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products,
and medical supplies.
11
4.  ACQUISITIONS
During the first 39 weeks of fiscal 2026, the company paid $189 million primarily for the acquisitions of Fairfax
Meadow and Ginsberg’s Foods.
In certain circumstances, purchase price allocations may be based upon preliminary estimates and assumptions.
Accordingly, allocations are subject to revision until Sysco receives final information and completes its analysis during the
measurement period. This includes finalizing the valuation of acquired tangible and intangible assets and related tax attributes.
Sysco’s operations within the United Kingdom will undergo a rebranding initiative, rebranding the Brakes® brand and
other smaller brands, as “Sysco GB.” This rebranding initiative will take approximately two years and will result in Sysco
amortizing previously indefinite-lived intangible assets on a straight-line basis over this two-year period. Amortization expense
related to these intangible assets is expected to be $29 million in fiscal 2026, $49 million in fiscal 2027 and $25 million in fiscal
2028.
5.  FAIR VALUE MEASUREMENTS
Sysco’s policy is to invest only in high-quality investments. The fair values of our cash deposits and money market
funds included in cash equivalents are valued using inputs that are considered a Level 1 measurement. Other cash equivalents,
such as time deposits and highly liquid instruments with original maturities of three months or less, are valued using inputs that
are considered a Level 2 measurement. The fair value of our marketable securities is measured using inputs that are considered
a Level 2 measurement, as they rely on quoted prices in markets that are not actively traded or observable inputs over the full
term of the asset. The location and the fair value of the company’s marketable securities in the consolidated balance sheet are
disclosed in Note 6, “Marketable Securities.” The fair value of our derivative instruments is measured using inputs that are
considered a Level 2 measurement, as they are not actively traded and are valued using pricing models that use observable
market quotations. The location and the fair values of derivative assets and liabilities designated as hedges in the consolidated
balance sheet are disclosed in Note 7, “Derivative Financial Instruments.”
The following tables present our assets measured at fair value on a recurring basis as of March 28, 2026 and June 28,
2025:
 
Assets Measured at Fair Value as of Mar. 28, 2026
 
Level 1
Level 2
Level 3
Total
 
(In millions)
Assets:
Cash and cash equivalents
$1,345
$—
$—
$1,345
Restricted cash
156
—
—
156
Total assets at fair value
$1,501
$—
$—
$1,501
 
Assets Measured at Fair Value as of Jun. 28, 2025
 
Level 1
Level 2
Level 3
Total
 
(In millions)
Assets:
Cash and cash equivalents
$466
$—
$—
$466
Restricted cash
277
—
—
277
Total assets at fair value
$743
$—
$—
$743
The carrying values of accounts receivable and accounts payable approximated their respective fair values due to their
short-term maturities. The fair value of our total debt is estimated based on the quoted market prices for the same or similar
issues or on the current rates offered to the company for new debt with the same maturities as existing debt and is considered a
Level 2 measurement. The fair value of total debt was approximately $13.4 billion as of March 28, 2026 and $12.8 billion as of
June 28, 2025, while the carrying value was $14.0 billion as of March 28, 2026 and $13.3 billion as of June 28, 2025.
12
6. MARKETABLE SECURITIES
Sysco invests a portion of the assets held by its wholly owned captive insurance subsidiary in a restricted investment
portfolio of marketable fixed income securities, which have been classified and accounted for as available-for-sale. We include
fixed income securities maturing in less than 12 months within prepaid expenses and other current assets. Fixed income
securities maturing in more than 12 months are included within other assets in the accompanying consolidated balance sheets.
We record the amounts at fair market value, which is determined using quoted market prices at the end of the reporting period.
Unrealized gains and any portion of a security’s unrealized loss attributable to non-credit losses are recorded in
accumulated other comprehensive loss. There were no significant credit losses recognized in the first 39 weeks of fiscal 2026.
The following table presents our available-for-sale marketable securities as of March 28, 2026 and June 28, 2025:
Mar. 28, 2026
Amortized
Cost Basis
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Short-Term
Marketable
Securities
Long-Term
Marketable
Securities
(In millions)
Fixed income securities:
Corporate bonds
$90
$1
$(1)
$90
$20
$70
Government bonds
35
—
(1)
34
2
32
Total marketable securities
$125
$1
$(2)
$124
$22
$102
Jun. 28, 2025
Amortized
Cost Basis
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Short-Term
Marketable
Securities
Long-Term
Marketable
Securities
(In millions)
Fixed income securities:
Corporate bonds
$104
$1
$(1)
$104
$15
$89
Government bonds
29
—
(1)
28
—
28
Total marketable securities
$133
$1
$(2)
$132
$15
$117
As of March 28, 2026, the balance of available-for-sale securities by contractual maturity is shown in the following
table. Within the table, maturities of fixed income securities have been allocated based upon timing of estimated cash flows.
Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay
obligations without prepayment penalties.
Mar. 28, 2026
(In millions)
Due in one year or less
$22
Due after one year through five years
65
Due after five years
37
Total
$124
There were no significant realized gains or losses in marketable securities in the first 39 weeks of fiscal 2026.
7.  DERIVATIVE FINANCIAL INSTRUMENTS
Sysco uses derivative financial instruments to enact hedging strategies for risk mitigation purposes; however, we do
not use derivative financial instruments for trading or speculative purposes. Hedging strategies are used to manage interest rate
risk, foreign currency risk and fuel price risk.
13
Hedging of interest rate risk
Sysco manages its debt portfolio with interest rate swaps from time to time to achieve an overall desired position of
fixed and floating rates. In the third quarter of fiscal 2026, we entered into receive-fixed, pay-floating swap agreements to trade
the fixed interest rate on $600 million of 4.40% senior notes and $650 million of 4.95% senior notes with variable rates,
respectively. The interest rate swaps are designated as fair value hedges and gains or losses on the hedges impact interest
expense within the consolidated statements of income.
Hedging of foreign currency risk
Sysco has cross-currency swaps that hedge the foreign currency exposure of our net investment in certain foreign
operations. These cross-currency swaps are designated as net investment hedges with gains and losses recognized within
accumulated other comprehensive income (loss), including changes in fair value attributed to the spot-forward rate differential
which are excluded from the assessment of hedge effectiveness. The initial value of the excluded component is recognized in
earnings over the life of the hedging instrument. In the third quarter of fiscal 2026, we entered into $814 million Canadian
dollar cross-currency swaps which will mature on June 25, 2031 to hedge the foreign currency exposure of the net investment
in our Canadian operations.
Sysco routinely manages foreign currency risk with spot and forward-rate cross-currency swaps on foreign-
denominated balances. The swaps are designated as fair value hedges and for swaps hedging the change in foreign currency
spot rates, we have elected to exclude the changes in fair value of the forward points from the assessments of hedge
effectiveness. Gains or losses from fair value hedges impact the same category on the consolidated statements of income as the
item being hedged, including the value of the excluded components which is recognized in earnings over the life of the hedging
instrument. Subsequent to March 28, 2026, Sysco entered an intercompany loan with an affiliate that is denominated in euro
that will mature July 10, 2026. To hedge our foreign currency risk, we entered into a cross currency swap for €450 million and
designated it as a fair value hedge.
Sysco’s operations in Europe have inventory purchases denominated in currencies other than their functional currency,
such as the Euro, U.S. dollar, Polish zloty and Danish krone. Accounts payable associated with these inventory purchases give
rise to foreign currency exposure between the functional currency of each entity and these currencies. We periodically enter into
foreign currency forward swap contracts to sell the applicable entity’s functional currency and buy currencies matching the
inventory purchase, which operate as cash flow hedges of the company’s foreign currency-denominated inventory purchases.
Hedging of fuel price risk
Sysco uses fuel commodity swap contracts to hedge against the risk of the change in the price of diesel fuel on
anticipated future purchases. These swaps are designated as cash flow hedges.
14
None of our hedging instruments contain credit-risk-related contingent features. Details of outstanding hedging
instruments as of March 28, 2026 are presented below:
Maturity Date of the Hedging Instrument
Currency / Unit of Measure
Notional Value
(In millions)
Hedging of interest rate risk
January 2034
U.S. Dollar
500
March 2035
U.S. Dollar
550
June 2031
U.S. Dollar
600
March 2036
U.S. Dollar
650
Hedging of foreign currency risk
January 2029
Euro
470
September 2030
Canadian Dollar
998
June 2031
Canadian Dollar
814
Hedging of fuel risk
Various (March 2026 to March 2028)
Gallons
81
The location and the fair value of derivative instruments designated as hedges in the consolidated balance sheets as of
March 28, 2026 and June 28, 2025 are as follows:
 
Derivative Fair Value
 
Balance Sheet location
Mar. 28, 2026
Jun. 28, 2025
(In millions)
Fair Value Hedges:
Interest rate swaps
Prepaid expenses and other current assets
$2
$—
Interest rate swaps
Other assets
12
31
Interest rate swaps
Accrued expenses
2
1
Interest rate swaps
Other long-term liabilities
17
—
Cash Flow Hedges:
Fuel swaps
Prepaid expenses and other current assets
$59
$—
Fuel swaps
Other assets
14
—
Fuel swaps
Accrued expenses
—
7
Fuel swaps
Other long-term liabilities
—
2
Net Investment Hedges:
Cross currency swaps
Prepaid expenses and other current assets
$21
$11
Cross currency swaps
Other assets
53
55
Cross currency swaps
Accrued expenses
3
2
Cross currency swaps
Other long-term liabilities
100
134
Gains or losses recognized in the consolidated results of operations for cash flow hedging relationships are not
significant for each of the periods presented. The location and amount of gains or losses recognized in the consolidated results
of operations for fair value hedging relationships for each of the periods, presented on a pretax basis, are as follows:
15
13-Week Period Ended
39-Week Period Ended
Mar. 28, 2026
Mar. 29, 2025
Mar. 28, 2026
Mar. 29, 2025
(In millions)
Total amounts of income and expense line items presented in
the consolidated results of operations in which the effects of fair
value hedges are recorded
$174
$158
$556
$501
Gain or (loss) on fair value hedging relationships:
Interest rate swaps:
Hedged items
$15
$(35)
$(15)
$(41)
Derivatives designated as hedging instruments
(34)
24
(36)
16
Cross currency swaps and foreign currency forwards:
Hedged items
$—
$(1)
$—
$1
Derivatives designated as hedging instruments
—
1
—
(1)
The gains and losses on the fair value hedging relationships associated with the hedged items as disclosed in the table
above consist of the following components for each of the periods presented:
13-Week Period Ended
39-Week Period Ended
Mar. 28, 2026
Mar. 29, 2025
Mar. 28, 2026
Mar. 29, 2025
(In millions)
Interest expense
$(21)
$(10)
$(51)
$(25)
(Increase) decrease in fair value of debt
36
(25)
36
(16)
Foreign currency gain (loss)
—
(1)
—
1
Hedged items
$15
$(36)
$(15)
$(40)
The location and effect of cash flow, net investment, and excluded components of fair value hedges on the
consolidated statements of comprehensive income for the 13-week periods ended March 28, 2026 and March 29, 2025,
presented on a pretax basis, are as follows:
16
13-Week Period Ended Mar. 28, 2026
Amount of Gain or
(Loss) Recognized in
Other Comprehensive
Income on Derivatives
Location of Gain or
(Loss) Reclassified from
Accumulated Other
Comprehensive Income
into Income
Amount of Gain or
(Loss) Reclassified from
Accumulated Other
Comprehensive Income
into Income
(In millions)
(In millions)
Derivatives in cash flow hedging
relationships:
Fuel swaps
$84
Operating expense
$—
Derivatives in net investment hedging
relationships:
Cross currency contracts
$36
N/A
$—
13-Week Period Ended Mar. 29, 2025
Amount of Gain or
(Loss) Recognized in
Other Comprehensive
Income on Derivatives
Location of Gain or
(Loss) Reclassified from
Accumulated Other
Comprehensive Income
into Income
Amount of Gain or
(Loss) Reclassified from
Accumulated Other
Comprehensive Income
into Income
(In millions)
(In millions)
Derivatives in cash flow hedging
relationships:
Fuel swaps
$4
Operating expense
$1
Derivatives in net investment hedging
relationships:
Cross currency contracts
$(8)
N/A
$—
17
The location and effect of cash flow, net investment, and excluded components of fair value hedges on the
consolidated statements of comprehensive income for the 39-week periods ended March 28, 2026 and March 29, 2025,
presented on a pretax basis, are as follows:
39-Week Period Ended Mar. 28, 2026
Amount of Gain or
(Loss) Recognized in
Other Comprehensive
Income on Derivatives
Location of Gain or
(Loss) Reclassified from
Accumulated Other
Comprehensive Income
into Income
Amount of Gain or
(Loss) Reclassified from
Accumulated Other
Comprehensive Income
into Income
(In millions)
(In millions)
Derivatives in cash flow hedging
relationships:
Fuel swaps
$81
Operating expense
$(1)
Derivatives in net investment hedging
relationships:
Cross currency contracts
$43
N/A
$—
39-Week Period Ended Mar. 29, 2025
Amount of Gain or
(Loss) Recognized in
Other Comprehensive
Income on Derivatives
Location of Gain or
(Loss) Reclassified from
Accumulated Other
Comprehensive Income
into Income
Amount of Gain or
(Loss) Reclassified from
Accumulated Other
Comprehensive Income
into Income
(In millions)
(In millions)
Derivatives in cash flow hedging
relationships:
Fuel swaps
$(8)
Operating expense
$6
Foreign currency contracts
(1)
Cost of sales / Other
expense (income)
—
Total
$(9)
$6
Derivatives in net investment hedging
relationships:
Cross currency contracts
$(4)
N/A
$—
Derivatives in fair value hedging
relationships:
Change in excluded component of fair
value hedge
$(2)
Other expense (income)
$—
The location and carrying amount of hedged liabilities in the consolidated balance sheet as of March 28, 2026 are as
follows:
Mar. 28, 2026
Carrying Amount of
Hedged Assets
(Liabilities)
Cumulative Amount of
Fair Value Hedging
Adjustments Included in
the Carrying Amount of
Hedged Assets (Liabilities)
(In millions)
Balance sheet location:
Long-term debt
$(2,273)
$5
The carrying amount of hedged liabilities in the consolidated balance sheet as of June 28, 2025 is $1.1 billion.
18
8.  DEBT
On September 5, 2025, Sysco entered into a new long-term revolving credit facility, which replaces the $3.0 billion
senior revolving credit facility that was originally entered into on April 29, 2022. The aggregate commitments of the lenders
under the new long-term credit agreement are $3.0 billion, with an option to increase such commitments to $4.0 billion. The
new facility includes a covenant requiring Sysco to maintain a ratio of consolidated EBITDA to consolidated interest expense
of 3.0 to 1.0 over four consecutive fiscal quarters, which is consistent with our previous revolving credit facility. The new
revolving credit facility expires on September 5, 2030. As of March 28, 2026, there were no borrowings outstanding under this
facility. In April 2026, Sysco replaced the 2025 credit facility described above. See more information in Note 15, Subsequent
Events.
We have a commercial paper program allowing the company to issue short-term unsecured notes in an aggregate
amount not to exceed $3.0 billion. Any outstanding amounts are classified within long-term debt, as the program is supported
by the long-term revolving credit facility noted above. As of March 28, 2026, there were no U.S. commercial paper issuances
outstanding under this program. We have commercial paper issuances outstanding under this program in Europe. In December
2025, Sysco entered into an agreement to increase the maximum allowable principal amount of the commercial paper issuances
in Europe, with borrowings not to exceed €750 million. As of March 28, 2026, there were €410 million (the equivalent of
$473 million) in commercial paper issuances outstanding in Europe.
On February 13, 2026, Sysco issued senior notes (the Notes) totaling $1.25 billion. Details of the Notes are as follows:
Maturity Date
Par Value
(In millions)
Coupon Rate
Pricing
(percentage of par)
July 25, 2031 (the 2031 Notes)
$600
4.40%
99.997%
March 25, 2036 (the 2036 Notes)
650
4.95
99.637
The Notes initially are fully and unconditionally guaranteed by Sysco’s direct and indirect wholly owned subsidiaries
that guarantee Sysco’s other senior notes issued under the indenture governing the Notes or any of Sysco’s other indebtedness.
Subsidiaries acquired or created in the future may or may not become guarantors, but any domestic subsidiary that guarantees
our other senior notes or our other indebtedness must also guarantee the Notes. Interest on the 2031 Notes will be paid semi-
annually in arrears on January 25 and July 25, beginning on July 25, 2026. Interest on the 2036 Notes will be paid semi-
annually in arrears on March 25 and September 25, beginning on September 25, 2026. The 2031 Notes will mature on July 25,
2031, and the 2036 Notes will mature on March 25, 2036. At Sysco’s option, any or all of the Notes may be redeemed, in whole
or in part, at any time prior to maturity. If we elect to redeem (i) the 2031 Notes before the date that is one month prior to the
maturity date, or (ii) the 2036 Notes before the date that is three months prior to the maturity date, Sysco will pay a redemption
price equal to the greater of (1) 100% of the principal amount of the Notes of the applicable series to be redeemed plus, in either
case, accrued and unpaid interest thereon to, but excluding, the date of redemption and (2) a “make-whole” amount calculated
by reference to the sum of the present values of the remaining scheduled payments of principal and interest on the Notes of the
applicable series to be redeemed discounted to the date of redemption . If we elect to redeem a series of Notes on or after the
applicable date described in the preceding sentence, Sysco will pay a redemption price equal to 100% of the principal amount of
the Notes being redeemed plus accrued and unpaid interest thereon to the date of redemption.
The total carrying value of our debt was $14.0 billion as of March 28, 2026 and $13.3 billion as of June 28, 2025. The
increase in the carrying value of our debt during the 39-week period ended March 28, 2026 was due to the issuance of the Notes
and borrowings under our European commercial paper program, partially offset by a senior note that matured in October 2025.
Information regarding the guarantors of our registered debt securities is contained in the section captioned Guarantor
Summarized Financial Information in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in Item 2 of Part I of this Form 10-Q.
19
9.  EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
 
13-Week Period Ended
39-Week Period Ended
 
Mar. 28, 2026
Mar. 29, 2025
Mar. 28, 2026
Mar. 29, 2025
 
(In millions, except for share
and per share data)
(In millions, except for share
and per share data)
Numerator:
 
 
Net earnings
$340
$401
$1,206
$1,297
Denominator:
Weighted-average basic shares outstanding
479,344,821
487,519,382
479,150,734
490,080,591
Dilutive effect of share-based awards
1,843,765
1,812,078
1,588,192
1,893,168
Weighted-average diluted shares outstanding
481,188,586
489,331,460
480,738,926
491,973,759
Basic earnings per share
$0.71
$0.82
$2.52
$2.65
Diluted earnings per share
$0.71
$0.82
$2.51
$2.64
The number of securities that were not included in the diluted earnings per share calculation because the effect would
have been anti-dilutive was approximately 1,600,000 and 4,667,000 for the third quarter of fiscal 2026 and 2025, respectively,
and approximately 2,274,000 and 3,722,000 for the first 39 weeks of fiscal 2026 and fiscal 2025, respectively.
10.  OTHER COMPREHENSIVE INCOME
Comprehensive income is net earnings plus certain other items that are recorded directly to shareholders’ equity, such
as foreign currency translation adjustment, amounts related to certain hedging arrangements, amounts related to pension and
other postretirement plans and changes in marketable securities. Comprehensive income was $373 million and $542 million for
the third quarter of fiscal 2026 and fiscal 2025, respectively. Comprehensive income was $1.2 billion and $1.4 billion for the
first 39 weeks of fiscal 2026 and 2025, respectively.
A summary of the components of other comprehensive income (loss) and the related tax effects for each of the periods
presented is as follows:
20
 
 
13-Week Period Ended Mar. 28, 2026
 
Location of
Expense (Income)
Recognized in
Net Earnings
Before Tax
Amount
Tax
Net of Tax
Amount
 
 
(In millions)
Foreign currency translation:
Foreign currency translation adjustment
N/A
$(62)
$—
$(62)
Hedging instruments:
Other comprehensive income (loss) before
reclassification adjustments:
Change in cash flow hedges
Operating expenses
83
21
62
Change in net investment hedges
N/A
36
9
27
Total other comprehensive income before
reclassification adjustments
119
30
89
Reclassification adjustments:
 
 
 
 
Amortization of cash flow hedges
Interest expense
1
—
1
Reclassification adjustments:
 
 
 
 
Amortization of actuarial loss, net
Other expense
(income), net
8
2
6
Total reclassification adjustments
8
2
6
Marketable securities:
  Change in marketable securities 
Other expense
(income), net
(1)
—
(1)
Total other comprehensive income (loss)
$65
$32
$33
 
 
13-Week Period Ended Mar. 29, 2025
 
Location of
Expense (Income)
Recognized in
Net Earnings
Before Tax
Amount
Tax
Net of Tax
Amount
 
 
(In millions)
Foreign currency translation:
Foreign currency translation adjustment
N/A
$136
$—
$136
Hedging instruments:
Other comprehensive income (loss) before
reclassification adjustments:
Change in cash flow hedges
Operating expenses
4
1
3
Change in net investment hedges
N/A
(8)
(2)
(6)
Total other comprehensive income before
reclassification adjustments
(4)
(1)
(3)
Reclassification adjustments:
Amortization of cash flow hedges
Interest expense
1
—
1
Pension and other postretirement benefit plans:
 
 
 
 
Reclassification adjustments:
 
 
 
 
Amortization of actuarial loss, net
Other expense
(income), net
7
2
5
Total reclassification adjustments
7
2
5
Marketable securities:
Change in marketable securities
N/A
2
—
2
Total other comprehensive income (loss)
$142
$1
$141
21
 
 
39-Week Period Ended Mar. 28, 2026
 
Location of
Expense (Income)
Recognized in
Net Earnings
Before Tax
Amount
Tax
Net of Tax
Amount
 
 
(In millions)
Foreign currency translation:
Foreign currency translation adjustment
N/A
$(74)
$—
$(74)
Hedging instruments:
Other comprehensive income (loss) before
reclassification adjustments:
Change in cash flow hedges
Operating expenses
81
20
61
Change in net investment hedges
N/A
43
11
32
Total other comprehensive (loss) before
reclassification adjustments
124
31
93
Reclassification adjustments:
Amortization of cash flow hedges
Interest expense
3
—
3
Pension and other postretirement benefit plans:
Other comprehensive income before
reclassification adjustments:
Net actuarial gain arising in the current year
5
1
4
Reclassification adjustments:
Amortization of actuarial loss, net
Other expense
(income), net
23
6
17
Total reclassification adjustments
23
6
17
Total other comprehensive income (loss)
$81
$38
$43
22
 
 
39-Week Period Ended Mar. 29, 2025
 
Location of
Expense (Income)
Recognized in
Net Earnings
Before Tax
Amount
Tax
Net of Tax
Amount
 
 
(In millions)
Foreign currency translation:
Foreign currency translation adjustment
N/A
$49
$—
$49
Hedging instruments:
Other comprehensive income (loss) before
reclassification adjustments:
Change in excluded component of fair value
  hedge
Other expense
(income), net
(2)
—
(2)
Change in cash flow hedges
Operating expense
(9)
(4)
(5)
Change in net investment hedges
N/A
(4)
(1)
(3)
Total other comprehensive (loss) before
reclassification adjustments
(15)
(5)
(10)
Reclassification adjustments:
Amortization of cash flow hedges
Interest expense
5
1
4
Pension and other postretirement benefit plans:
Other comprehensive income before
reclassification adjustments:
Net actuarial gain arising in the current year
31
8
23
Reclassification adjustments:
Amortization of actuarial loss, net
Other expense
(income), net
21
6
15
Total reclassification adjustments
21
6
15
Marketable securities:
Change in marketable securities
N/A
3
—
3
Total other comprehensive income (loss)
$94
$10
$84
23
The following tables provide a summary of the changes in accumulated other comprehensive (loss) income for the
periods presented:
 
13-Week Period Ended Mar. 28, 2026
 
Foreign Currency
Translation
Hedging,
net of tax
Pension and
Other
Postretirement
Benefit Plans,
net of tax
Marketable
Securities, net
of tax
Total
 
(In millions)
Balance as of Dec. 27, 2025
$(132)
$(53)
$(903)
$—
$(1,088)
Equity adjustment from foreign currency
translation
(62)
—
—
—
(62)
Amortization of cash flow hedges
—
1
—
—
1
Change in net investment hedges
—
27
—
—
27
Change in cash flow hedges
—
62
—
—
62
Amortization of unrecognized net actuarial
losses
—
—
6
—
6
Change in marketable securities
—
—
—
(1)
(1)
Balance as of Mar. 28, 2026
$(194)
$37
$(897)
$(1)
$(1,055)
 
13-Week Period Ended Mar. 29, 2025
 
Foreign Currency
Translation
Hedging,
net of tax
Pension and
Other
Postretirement
Benefit Plans,
net of tax
Marketable
Securities, net
of tax
Total
 
(In millions)
Balance as of Dec. 28, 2024
$(494)
$(14)
$(884)
$(4)
$(1,396)
Equity adjustment from foreign currency
translation
136
—
—
—
136
Amortization of cash flow hedges
—
1
—
—
1
Change in net investment hedges
—
(6)
—
—
(6)
Change in cash flow hedges
—
3
—
—
3
Amortization of unrecognized net actuarial
losses
—
—
5
—
5
Change in marketable securities
—
—
—
2
2
Balance as of Mar. 29, 2025
$(358)
$(16)
$(879)
$(2)
$(1,255)
24
 
39-Week Period Ended Mar. 28, 2026
 
Foreign Currency
Translation
Hedging,
net of tax
Pension and
Other
Postretirement
Benefit Plans,
net of tax
Marketable
Securities,
net of tax
Total
 
(In millions)
Balance as of Jun. 28, 2025
$(120)
$(59)
$(918)
$(1)
$(1,098)
Equity adjustment from foreign currency
translation
(74)
—
—
—
(74)
Amortization of cash flow hedges
—
3
—
—
3
Change in net investment hedges
—
32
—
—
32
Change in cash flow hedges
—
61
—
—
61
Amortization of unrecognized net actuarial
losses
—
—
17
—
17
Net actuarial loss arising in the current year
—
—
4
—
4
Balance as of Mar. 28, 2026
$(194)
$37
$(897)
$(1)
$(1,055)
 
39-Week Period Ended Mar. 29, 2025
 
Foreign Currency
Translation
Hedging,
net of tax
Pension and
Other
Postretirement
Benefit Plans,
net of tax
Marketable
Securities, net
of tax
Total
 
(In millions)
Balance as of Jun. 29, 2024
$(407)
$(10)
$(917)
$(5)
$(1,339)
Equity adjustment from foreign currency
translation
49
—
—
—
49
Amortization of cash flow hedges
—
4
—
—
4
Change in net investment hedges
—
(3)
—
—
(3)
Change in cash flow hedges
—
(5)
—
—
(5)
Change in excluded component of fair value
hedge
—
(2)
—
—
(2)
Amortization of unrecognized net actuarial
losses
—
—
15
—
15
Net actuarial gain arising in the current year
—
—
23
—
23
Change in marketable securities
—
—
—
3
3
Balance as of Mar. 29, 2025
$(358)
$(16)
$(879)
$(2)
$(1,255)
11.  SHARE-BASED COMPENSATION
Sysco provides compensation benefits to employees under several share-based payment arrangements, including
various long-term employee stock incentive plans and the 2015 Employee Stock Purchase Plan (ESPP).
Stock Incentive Plans
In the first 39 weeks of fiscal 2026, options to purchase 726,016 shares were granted to employees. The fair value of
each option award is estimated as of the date of grant using a Black-Scholes option pricing model. The weighted average grant-
date fair value per option granted during the first 39 weeks of fiscal 2026 was $19.52.
In the first 39 weeks of fiscal 2026, employees were granted 460,258 performance share units (PSUs). Based on the
jurisdiction in which the employee resides, some of these PSUs were granted with forfeitable dividend equivalents. The fair
value of each PSU award granted with a dividend equivalent is based on the company’s stock price as of the date of grant. For
PSUs granted without dividend equivalents, the fair value is reduced by the present value of expected dividends during the
25
vesting period. The weighted average grant-date fair value per PSU granted during the first 39 weeks of fiscal 2026 was $86.22.
The PSUs will convert into shares of Sysco’s common stock at the end of the three-year performance period based on actual
performance targets achieved, as well as the market-based return of Sysco’s common stock relative to that of each company
within the S&P 500 index.
In the first 39 weeks of fiscal 2026, employees were granted 1,353,984 restricted stock units. The weighted average
grant-date fair value per restricted stock unit granted during the first 39 weeks of fiscal 2026 was $77.46.
Employee Stock Purchase Plan
Plan participants purchased 838,005 shares of common stock under the ESPP during the first 39 weeks of fiscal 2026.
The weighted average fair value per employee stock purchase right issued pursuant to the ESPP was $11.37 during the first 39
weeks of fiscal 2026. The fair value of each stock purchase right is estimated as the difference between the stock price at the
date of issuance and the employee purchase price.
All Share-Based Payment Arrangements
The total share-based compensation cost that has been recognized in results of operations was $95 million and $74
million for the first 39 weeks of fiscal 2026 and fiscal 2025, respectively.
As of March 28, 2026, there was a total of $162 million of unrecognized compensation cost related to share-based
compensation arrangements. This cost is expected to be recognized over a weighted-average period of 1.88 years.
12.  INCOME TAXES
Effective Tax Rate
The effective tax rates for the third quarter and first 39 weeks of fiscal 2026 were 23.6% and 22.5%, respectively.
These rates were higher than the company’s 21.0% statutory tax rate primarily due to the impact of state income taxes, partially
offset by a foreign income tax benefit and equity-based compensation excess tax benefits.
The effective tax rates for the third quarter and first 39 weeks of fiscal 2025 were 23.3% and 23.6%, respectively.
These rates were higher than the company’s 21.0% statutory tax rate primarily as a result of state income taxes, partially offset
by a foreign income tax benefit and equity-based compensation excess tax benefits.
Uncertain Tax Positions
As of March 28, 2026, the gross amount of unrecognized tax benefit and related accrued interest was $68 million and
$20 million, respectively. It is reasonably possible the amount of the unrecognized tax benefit with respect to certain
unrecognized tax positions of the company will increase or decrease in the next 12 months. At this time, an estimate of the
range of the reasonably possible change cannot be made.
During the third quarter of fiscal 2023, Sysco received a Statutory Notice of Deficiency from the Internal Revenue
Service, mainly related to foreign tax credits generated in fiscal 2018 from repatriated earnings primarily from our Canadian
operations. In the fourth quarter of fiscal 2023, the company filed suit in the U.S. Tax Court challenging the validity of certain
tax regulations related to the one-time transition tax on unrepatriated foreign earnings, which were enacted as part of the Tax
Cuts and Jobs Act of 2017 (TCJA). The lawsuit seeks to have the court invalidate these regulations, which would affirm the
company’s position regarding its foreign tax credits. Sysco has previously recorded a benefit of $131 million attributable to its
interpretation of the TCJA and the Internal Revenue Code. If we are ultimately unsuccessful in defending our position, we may
be required to reverse all, or some portion, of the benefit previously recorded.
Other
The Inflation Reduction Act includes provisions that allow for the transfer of certain federal clean energy tax credits
(Transferable Tax Credits). In September 2025, we entered into a contract to purchase Transferable Tax Credits which will be
applied against our fiscal 2026 federal income tax liability. Through March 28, 2026, we have purchased $241 million of
Transferable Tax Credits.
26
The determination of our provision for income taxes requires judgment, the use of estimates and the interpretation and
application of complex tax laws. Our provision for income taxes reflects income earned and taxed in the various U.S. federal
and state, as well as foreign jurisdictions. Tax law changes, increases or decreases in permanent book versus tax basis
differences, accruals or adjustments of accruals for unrecognized tax benefits or valuation allowances, and our change in the
mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.
13.  COMMITMENTS AND CONTINGENCIES
Legal Proceedings
Sysco is engaged in various legal proceedings that have arisen but have not been fully adjudicated. The likelihood of
loss for these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to
reasonably possible to probable. When probable and reasonably estimable, the losses have been accrued. Although the final
results of legal proceedings cannot be predicted with certainty, based on estimates of the range of potential losses associated
with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the
aggregate, will have a material adverse effect upon the consolidated financial position or results of operations of the company.
14.  BUSINESS SEGMENT INFORMATION
Sysco distributes food and related products to restaurants, healthcare and educational facilities, lodging establishments
and other foodservice customers. Our primary operations are located in North America and Europe. Under the accounting
provisions related to disclosures about segments of an enterprise, we have aggregated certain operating segments into three
reportable segments. “Other” financial information is attributable to our other operating segments that do not meet the
quantitative disclosure thresholds.
•U.S. Foodservice Operations – primarily includes (a) our U.S. Broadline operations, which distribute a full line
of food products, including custom-cut meat, seafood, produce, specialty Italian, specialty imports and a wide
variety of non-food products and (b) our U.S. Specialty operations, which include our FreshPoint fresh produce
distribution business, our Buckhead | Newport Meat & Seafood specialty protein operations, our growing Italian
Specialty platform anchored by Greco & Sons, Inc., our Edward Don restaurant equipment and supplies
distribution business, our Asian specialty distribution company and a number of other small specialty businesses
that are not material to the operations of Sysco;
•International Foodservice Operations – includes operations outside of the United States (U.S.), which distribute
a full line of food products and a wide variety of non-food products. The Americas primarily consists of
operations in Canada, Bahamas, Costa Rica and Panama, as well as our export operations that distribute to
international customers. Our European operations primarily consist of operations in the United Kingdom (U.K.),
France, Ireland and Sweden;
•SYGMA – our U.S. customized distribution operations serving quick-service chain restaurant customer locations;
and
•Other – primarily our hotel supply operations, Guest Worldwide.
27
The accounting policies for the segments are the same as those disclosed by Sysco for its consolidated financial
statements. Our Global Support Center expenses generally include all expenses of the corporate office and Sysco’s shared
service operations. Collectively, our Global Support Center provides numerous centralized services to our operating sites and
performs support activities for employees, suppliers and customers. These services include customer and vendor contract
administration, finance, legal, information technology, risk management and insurance, sales and marketing, merchandising,
inbound logistics, human resources, and strategy. Expenses for the Global Support Center primarily consist of payroll costs for
employees assigned to these operations, including severance, if any, all U.S. share-based compensation costs, and certain
information technology, self-insurance, and depreciation expenses.
Our chief operating decision maker (CODM) is our chief executive officer, who is responsible for setting the
company's strategic direction, managing overall operations, and is the main point of communication between the board of
directors and key operational personnel within the organization. The CODM regularly reviews financial results, operating
performance, and capital expenditures of our reportable segments. Our CODM uses operating income as a primary measure of
segment performance and as a comparison between each of our segments. Operating income is defined as income before
interest expense, other expense (income), net, and income taxes. The significant expense categories and amounts presented
below align with the segment-level information that is regularly provided to the CODM. The following tables set forth certain
financial information for Sysco’s business segments.
13-Week Period Ended March 28, 2026
U.S.
Foodservice
Operations
International
Foodservice
Operations
SYGMA
Other
Total
(In millions)
Sales
$14,234
$3,885
$2,137
$263
$20,519
Less:
Cost of sales
11,496
3,051
1,974
195
16,716
Operations expense
1,207
464
128
29
1,828
Selling, general & administrative expense
759
287
17
32
1,095
Total segment operating income
772
83
18
7
880
Global Support Center
(261)
Total operating income
619
Interest expense
168
Other expense (income), net
6
Earnings before income taxes
$445
13-Week Period Ended March 29, 2025
U.S.
Foodservice
Operations
International
Foodservice
Operations
SYGMA
Other
Total
(In millions)
Sales
$13,800
$3,457
$2,084
$257
$19,598
Less:
Cost of sales
11,197
2,729
1,918
197
16,041
Operations expense
1,172
386
131
33
1,722
Selling, general & administrative expense
677
246
18
30
971
Total segment operating income (loss)
754
96
17
(3)
864
Global Support Center
(183)
Total operating income
681
Interest expense
149
Other expense (income), net
9
Earnings before income taxes
$523
28
39-Week Period Ended March 28, 2026
U.S.
Foodservice
Operations
International
Foodservice
Operations
SYGMA
Other
Total
(In millions)
Sales
$43,397
$11,851
$6,392
$789
$62,429
Less:
Cost of sales
35,116
9,359
5,896
587
50,958
Operations expense
3,596
1,357
384
93
5,430
Selling, general & administrative expense
2,213
820
48
92
3,173
Total segment operating income
2,472
315
64
17
2,868
Global Support Center
(756)
Total operating income
2,112
Interest expense
512
Other expense (income), net
44
Earnings before income taxes
$1,556
39-Week Period Ended March 29, 2025
U.S.
Foodservice
Operations
International
Foodservice
Operations
SYGMA
Other
Total
(In millions)
Sales
$42,206
$10,978
$6,246
$802
$60,232
Less:
Cost of sales
34,203
8,716
5,754
605
49,278
Operations expense
3,540
1,224
387
100
5,251
Selling, general & administrative expense
1,967
746
51
88
2,852
Total segment operating income
2,496
292
54
9
2,851
Global Support Center
(651)
Total operating income
2,200
Interest expense
469
Other expense (income), net
32
Earnings before income taxes
$1,699
29
13-Week
Period Ended
13-Week
Period Ended
Mar. 28, 2026
Mar. 29, 2025
Depreciation and amortization:
(In millions)
U.S. Foodservice Operations
$140
$139
International Foodservice Operations
76
66
SYGMA
7
8
Other
1
1
Total segments
224
214
Global Support Center
27
24
Total
$251
$238
39-Week
Period Ended
39-Week
Period Ended
Mar. 28, 2026
Mar. 29, 2025
Depreciation and amortization:
(In millions)
U.S. Foodservice Operations
$418
$412
International Foodservice Operations
205
198
SYGMA
22
25
Other
4
5
Total segments
649
640
Global Support Center
75
69
Total
$724
$709
13-Week
Period Ended
13-Week
Period Ended
Mar. 28, 2026
Mar. 29, 2025
Capital Expenditures:
(In millions)
U.S. Foodservice Operations
$59
$92
International Foodservice Operations
40
68
SYGMA
1
7
Other
6
7
Total segments
106
174
Global Support Center
55
25
Total
$161
$199
39-Week
Period Ended
39-Week
Period Ended
Mar. 28, 2026
Mar. 29, 2025
Capital Expenditures:
(In millions)
U.S. Foodservice Operations
$140
$240
International Foodservice Operations
149
158
SYGMA
4
17
Other
18
23
Total segments
311
438
Global Support Center
150
94
Total
$461
$532
30
Mar. 28, 2026
Jun. 28, 2025
Assets:
(In millions)
U.S. Foodservice Operations
$13,618
$13,169
International Foodservice Operations
8,313
8,119
SYGMA
917
922
Other
519
516
Total segments
23,367
22,726
Global Support Center
4,616
4,048
Total
$27,983
$26,774
31
15.  SUBSEQUENT EVENTS
On March 30, 2026, Sysco Corporation entered into an agreement (the Merger Agreement) to acquire Jetro Restaurant
Depot (JRD), a leading U.S. wholesale cash-and-carry foodservice provider serving smaller, independent restaurants and
businesses. JRD operates 167 large-format warehouse stores across 35 states that serve more than 725,000 independent
restaurants and foodservice operators with a broad assortment of fresh and low-priced products.
Sysco has agreed to pay approximately $29.1 billion to JRD shareholders, comprising of approximately $21.6 billion
in cash, subject to customary adjustments, and 91.5 million shares of Sysco common stock. Following the transaction, JRD’s
equity holders are expected to hold approximately 16% of the outstanding common stock of Sysco in the aggregate.
The cash portion of the purchase price is expected to be financed with a combination of new senior unsecured notes,
hybrid debt, cash on hand and equity or equity-linked securities. Sysco has executed a commitment letter for a $22 billion
senior unsecured 364-day bridge loan facility that could be used to fund the cash portion of the purchase price and pay related
fees and expenses. Subsequent to the execution of the commitment letter for the bridge loan facility, Sysco entered into a
$3 billion senior unsecured delayed draw term loan facility, comprising a $1.25 billion 364-day tranche and a $1.75 billion 2-
year tranche, reducing the bridge loan facility commitments from $22 billion to $19 billion. Fees paid upfront for this facility as
of April 10, 2026 total $88 million and will be amortized to interest expense within our statement of consolidated results of
operations over the expected life of the bridge facility unless it is terminated at an earlier date. Additional fees will apply at later
stages.
We have executed cash-settled deal contingent rate lock transactions to mitigate interest rate risk on $6.3 billion of
future permanent debt that could potentially be issued to finance the purchase of JRD. As these interest rate lock transactions
are contingent upon whether the transaction is successfully consummated, we have not elected to apply hedge accounting at this
time and any unrealized gains or losses will be recognized in Other income and expense within our statement of consolidated
results of operations.
On April 16, 2026, Sysco entered into a new long-term revolving credit facility, which replaces Sysco’s existing
$3.0 billion senior revolving credit facility that was originally entered into on September 5, 2025. The aggregate commitments
of the lenders under the new revolving credit agreement are $3.0 billion, and such commitments will increase to $4.0 billion
after the acquisition of JRD is complete. The new revolving credit agreement has an option to increase such commitments to
$5.0 billion. The new facility includes a covenant requiring Sysco to maintain a ratio of consolidated EBITDA to consolidated
interest expense of 3.0 to 1.0 over four consecutive fiscal quarters, which is consistent with our previous revolving credit
facility. The new revolving credit facility expires on April 16, 2031.
This transaction is expected to close by the third quarter of Sysco’s fiscal 2027, subject to the satisfaction of customary
closing conditions, including regulatory clearance under the Hart-Scott-Rodino Act. If the Merger Agreement is terminated due
to a failure to obtain required regulatory clearances, Sysco has agreed to pay JRD a termination fee of $1.164 billion.
32
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion should be read in conjunction with our consolidated financial statements as of June 28, 2025, and for
the fiscal year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both
contained in our fiscal 2025 Form 10-K, as well as the consolidated financial statements (unaudited) and notes to the
consolidated financial statements (unaudited) contained in this report.
Highlights
Our third quarter of fiscal 2026 results included sales growth of 4.7% as compared to the third quarter of fiscal 2025,
primarily driven by volume improvements across our business. Sales increased in our U.S. Foodservice Operations,
International Foodservice Operations, and SYGMA segments. Our gross profit increased 6.5% compared to the third quarter of
fiscal 2025, due to our strategic sourcing efforts, favorable changes in customer mix, and the effective management of product
cost inflation. Operating income decreased 9.1% compared to the third quarter of fiscal 2025, due to higher incentive
compensation, increased restructuring and transformational project costs, and higher acquisition and due diligence costs. We
consider restructuring and transformational project costs and acquisition and due diligence costs to be “Certain Item” expenses
(as defined below). Excluding Certain Item expenses, adjusted operating income decreased 0.6% as compared to the third
quarter of fiscal 2025, primarily due to higher incentive compensation. Our net earnings for the third quarter of fiscal 2026
decreased 15.2% as compared to the third quarter of fiscal 2025. Excluding Certain Item expenses, adjusted net earnings
decreased by 3.6% as compared to the third quarter of fiscal 2025. See below for a comparison of our fiscal 2026 results to our
fiscal 2025 results, both including and excluding Certain Items.
Comparisons of results from the third quarter of fiscal 2026 to the third quarter of fiscal 2025 are presented below:
•Sales:
◦increased 4.7%, or $921 million, to $20.5 billion;
•Operating income:
◦decreased 9.1%, or $62 million, to $619 million;
◦adjusted operating income decreased 0.6%, or $5 million, to $768 million;
•Net earnings:
◦decreased 15.2%, or $61 million, to $340 million;
◦adjusted net earnings decreased 3.6%, or $17 million, to $452 million;
•Basic earnings per share:
◦decreased 13.4%, or $0.11, to $0.71 per share;
•Diluted earnings per share:
◦decreased 13.4% or $0.11, to $0.71 per share;
◦adjusted diluted earnings per share decreased 2.1%, or $0.02, to $0.94 per share;
•EBITDA:
◦decreased 5.1%, or $46 million, to $864 million; and
◦adjusted EBITDA increased 0.1%, or $1 million, to $970 million.
Comparisons of results from the first 39 weeks of fiscal 2026 to the first 39 weeks of fiscal 2025 are presented below:
•Sales:
◦increased 3.6%, or $2.2 billion, to $62.4 billion;
•Operating income:
◦decreased 4.0%, or $88 million, to $2.1 billion;
◦adjusted operating income increased 1.9%, or $46 million, to $2.5 billion;
•Net earnings:
◦decreased 7.0%, or $91 million, to $1.2 billion;
◦adjusted net earnings increased 1.0%, or $14 million, to $1.5 billion;
•Basic earnings per share:
◦decreased 4.9%, or $0.13, to $2.52 per share;
•Diluted earnings per share:
◦decreased 4.9% , or $0.13 to $2.51 per share;
◦adjusted diluted earnings per share increased 3.4%, or $0.10, to $3.08 per share;
•EBITDA:
◦decreased 3.0%, or $85 million, to $2.8 billion; and
◦adjusted EBITDA increased 1.2%, or $36 million, to $3.0 billion.
33
The discussion of our results includes certain non-GAAP financial measures, including EBITDA and adjusted
EBITDA, that we believe provide important perspective with respect to underlying business trends. Other than EBITDA and
free cash flow, any non-GAAP financial measures will be denoted as adjusted measures to remove: (1) restructuring charges;
(2) expenses associated with our various transformation initiatives; (3) severance charges; and (4) acquisition-related costs
consisting of (a) intangible amortization expense and (b) acquisition costs and due diligence costs related to our acquisitions.
Adjustments provided herein for fiscal 2026 results of operations also remove the impact of a charge associated with a legal
matter. No similar charge was applicable in fiscal 2025.
The fiscal 2026 and fiscal 2025 items discussed above are collectively referred to as “Certain Items.” The results of
our operations can be impacted by changes in exchange rates applicable to converting from local currencies to U.S. dollars. We
measure our results on a constant currency basis.
Trends
Economic and Industry Trends
Foot traffic to restaurants experienced a decrease of 1.9% in the third quarter of fiscal 2026. Our U.S. Foodservice
Operations local case growth trends experienced a sequential improvement of 210 basis points compared to the second quarter
of fiscal 2026, despite the industry’s foot traffic performance. The macroeconomic environment was similar in the third quarter
of fiscal 2026 as compared to the previous quarter, which has continued to adversely impact consumer sentiment. Despite the
current macroeconomic landscape, we expect to grow our sales in fiscal 2026. We believe the food-away-from-home sector is a
healthy, long-term growth market, and Sysco is diversified and well positioned as a market leader in food service.
Sales and Gross Profit Trends
Sales increased 4.7% and 3.6% in the third quarter and first 39 weeks of fiscal 2026, respectively, as compared to the
third quarter and first 39 weeks of fiscal 2025. Our sales and gross profit performance are influenced by multiple factors,
including price, volume, inflation, customer mix and product mix. We experienced a 2.3% and 1.0% increase in U.S.
Foodservice Operations case volume in the third quarter and first 39 weeks of fiscal 2026, respectively, as compared to the third
quarter and first 39 weeks of fiscal 2025. Our volume growth trends were attributable to local case volume increasing 3.3% and
1.4% in the third quarter and first 39 weeks of fiscal 2026, respectively, as compared to the third quarter and first 39 weeks of
fiscal 2025. Our local case volumes have improved due to improved sales colleague retention and incremental sales colleague
productivity improvements. National case volume increased 1.4% and 0.9% in the third quarter and first 39 weeks of fiscal
2026, respectively, as compared to the third quarter and first 39 weeks of fiscal 2025. Our volume reflects our broadline and
specialty businesses. Beginning in fiscal 2026, we are now including volumes from our specialty meat business for all periods
presented. We expect continued local volume growth in the fourth quarter of fiscal 2026 of at least 2.5% due to continued sales
consultant productivity improvements. In addition, we expect national case volume growth in the fourth quarter due to the
strength of our non-restaurant business and the onboarding of new national restaurant customers.
We experienced inflation at a rate of 2.8% in the third quarter of fiscal 2026, at the total enterprise level, primarily
driven by inflation in the dairy, meat, and seafood categories. We continue to address inflation by successfully managing
through cost increases in a timely manner. Gross margin increased 31 and 20 basis points in the third quarter and first 39 weeks
of fiscal 2026, respectively, as compared to the third quarter and first 39 weeks of fiscal 2025, primarily due to benefits from
our strategic sourcing initiatives, stronger volume performance from local customers and improving mix from Sysco Brand
penetration rates, and the effective management of product cost inflation.
Operating Expense Trends
Total operating expenses were $3.2 billion and $9.4 billion in the third quarter and first 39 weeks of fiscal 2026, a
10.1% and 6.9% increase compared to the third quarter and first 39 weeks of fiscal 2025, respectively. Total adjusted operating
expenses were $3.0 billion and $9.0 billion in the third quarter and first 39 weeks of fiscal 2026, an 8.4% and 5.6% increase
compared to the third quarter and first 39 weeks of fiscal 2025, respectively. Operating expenses increased primarily due to
higher incentive compensation, sales headcount investments, increased acquisition and due diligence costs, and increased costs
associated with expanded building capacity, partially offset by decreases in insurance costs. Adjusted operating expenses were
14.8% and 14.5% of sales during the third quarter and first 39 weeks of fiscal 2026, which represents a 51 and 27 basis point
increase as compared to the third quarter and first 39 weeks of fiscal 2025, respectively, as a result of higher incentive
compensation, sales headcount investments, and increased costs associated with expanded building capacity, partially offset by
decreases in insurance costs.
34
Amortization Expense Trends
Sysco’s operations within the United Kingdom, located within the International Foodservice Operations segment,
initiated a rebranding effort in the second quarter of fiscal 2026 to transition the Brakes® brand and other smaller brands to
“Sysco GB.” This rebranding initiative will take approximately two years to complete and will result in Sysco amortizing
previously indefinite-lived intangible assets on a straight-line basis over this two-year period. The rebranding is expected to
result in approximately $100 million of additional amortization expense over two years, including approximately $29 million in
fiscal 2026. This amortization expense will be treated as a Certain Item, which is consistent with our treatment of amortization
expense of other previously acquired intangible assets.
Mergers and Acquisitions
In October 2025, we acquired Fairfax Meadow, a leading specialty meat supplier based in the United Kingdom. This
acquisition follows our acquisition of Campbells Prime Meat last fiscal year and positions our team in the United Kingdom to
achieve additional growth by leveraging additional specialty meat capabilities geographically. This company’s results are
included within International Foodservice Operations and were not material to our results for the third quarter and first 39
weeks of fiscal 2026.
In December 2025, we acquired Ginsberg’s Foods, a broadline distributor servicing restaurants, schools, and
healthcare facilities across eastern New York and neighboring states. This acquisition opens opportunities to new customers
while creating procurement efficiencies through Sysco buying programs and expanded access to Sysco brand products. This
company’s results are included within U.S. Foodservice Operations and were not material to our results for the third quarter and
first 39 weeks of fiscal 2026.
In March 2026, we announced an agreement to acquire Jetro Restaurant Depot (JRD), a leading U.S. wholesale cash-
and-carry foodservice provider serving smaller, independent restaurants and businesses (the Proposed Transaction). JRD
operates 167 large-format warehouse stores across 35 states that serve more than 725,000 independent restaurants and
foodservice operators with a broad assortment of fresh and low-priced products. This transaction is expected to close by the
third quarter of Sysco’s fiscal 2027, subject to the satisfaction of customary closing conditions, including regulatory clearance
under the Hart-Scott-Rodino Act. See Note 15 "Subsequent Events" for more information on the terms of the Proposed
Transaction.
Interest Expense and Other Income and Expense Trends
The cash portion of the purchase price in the Proposed Transaction is expected to be financed with a combination of
new senior unsecured notes, hybrid debt, cash on hand and equity or equity-linked securities. Sysco has executed a commitment
letter for a $22 billion senior unsecured 364-day bridge loan facility that could be used to fund the cash portion of the purchase
price and pay related fees and expenses. Subsequent to the execution of the bridge loan facility, Sysco entered into a $3 billion
senior unsecured delayed draw term loan facility, comprising a $1.25 billion 364-day tranche and a $1.75 billion 2-year tranche,
reducing the bridge loan facility commitments from $22 billion to $19 billion. Fees paid upfront for this facility as of April 10,
2026 total $88 million and will be amortized to interest expense within our statement of consolidated results of operations over
the expected life of the bridge facility unless it is terminated at an earlier date. Additional fees will apply at later stages. This
bridge facility is expected to add approximately $30 million of interest expense in fiscal 2026. Additionally, Sysco has executed
cash-settled deal contingent rate lock transactions to mitigate interest rate risk on $6.3 billion of future permanent debt that
could potentially be issued to finance the Proposed Transaction. As these interest rate lock transactions are contingent upon
whether the Proposed Transaction is successfully consummated, we have not elected to apply hedge accounting at this time, and
any unrealized gains or losses will be recognized in Other income and expense within our statement of consolidated results of
operations. Our incremental interest expense from the bridge loan facility and any fair value gains or losses on these interest
rate locks will be treated as a Certain Item. See Note 15 "Subsequent Events" for more information on the terms of the Proposed
Transaction.
35
Strategy
Our purpose is “Connecting the World to Share Food and Care for One Another.” Purpose-driven companies are
believed to perform better. We believe our purpose will assist us to grow substantially faster than the foodservice distribution
industry and deliver profitable growth through our Recipe for Growth transformation. This growth transformation is supported
by strategic pillars that we believe will allow us to better serve our customers, including our digital, products and solutions,
supply chain, customer teams, and future horizons strategies.
Our business transformation initiatives are progressing, which include promoting our specialty programs for produce,
protein and Italian products, and our customer growth initiatives. From these actions, as a part of our Recipe for Growth, the
benefits of our developing capabilities are apparent in the new customers we are winning and in the progress we are making
toward increasing market share. We expect that, as our Recipe for Growth matures, the impact on our top-line growth will
deliver profitable and consistent growth. Our proposed acquisition of JRD is a part of our future horizons strategy enabling us
to enter the wholesale cash and carry foodservice segment, which is a resilient and growing channel.
Results of Operations
The following table sets forth the components of our consolidated results of operations expressed as a percentage of
sales for the periods indicated:
 
13-Week Period Ended
39-Week Period Ended
 
Mar. 28, 2026
Mar. 29, 2025
Mar. 28, 2026
Mar. 29, 2025
Sales
100.0%
100.0%
100.0%
100.0%
Cost of sales
81.4
81.7
81.6
81.8
Gross profit
18.6
18.3
18.4
18.2
Operating expenses
15.6
14.8
15.0
14.5
Operating income
3.0
3.5
3.4
3.7
Interest expense
0.8
0.8
0.8
0.8
Other expense (income), net
—
—
0.1
0.1
Earnings before income taxes
2.2
2.7
2.5
2.8
Income taxes
0.5
0.7
0.6
0.6
Net earnings
1.7%
2.0%
1.9%
2.2%
36
The following table sets forth the change in the components of our consolidated results of operations expressed as a
percentage increase or decrease over the comparable period in the prior year:
 
13-Week Period Ended
39-Week Period Ended
Mar. 28, 2026
Mar. 28, 2026
Sales
4.7%
3.6%
Cost of sales
4.3
3.4
Gross profit
6.5
4.8
Operating expenses
10.1
6.9
Operating income
(9.1)
(4.0)
Interest expense
12.8
9.2
Other expense (income), net (1) (2)
(33.3)
37.5
Earnings before income taxes
(14.9)
(8.4)
Income taxes
(13.9)
(12.9)
Net earnings
(15.2)%
(7.0)%
Basic earnings per share
(13.4)%
(4.9)%
Diluted earnings per share
(13.4)
(4.9)
Average shares outstanding
(1.7)
(2.2)
Diluted shares outstanding
(1.7)
(2.3)
(1)
Other expense (income), net was expense of $6 million and $9 million in the third quarter of fiscal 2026 and fiscal 2025, respectively.
(2)
Other expense (income), net was expense of $44 million and $32 million in the first 39 weeks of fiscal 2026 and fiscal 2025,
respectively.
The following tables represent our results by reportable segments:
 
13-Week Period Ended Mar. 28, 2026
 
U.S.
Foodservice
Operations
International
Foodservice
Operations
SYGMA
Other
Global
Support
Center
Consolidated
Totals
 
(In millions)
Sales
$14,234
$3,885
$2,137
$263
$—
$20,519
Sales increase
3.1%
12.4%
2.5%
2.3%
4.7%
Percentage of total
69.4%
18.9%
10.4%
1.3%
100.0%
Operating income (loss)
$772
$83
$18
$7
$(261)
$619
Operating income (loss) increase (decrease)
2.4%
(13.5)%
5.9%
NM
42.6%
(9.1)%
Percentage of total segments
87.8%
9.4%
2.0%
0.8%
100.0%
Operating income as a percentage of sales
5.4%
2.1%
0.8%
2.7%
3.0%
 
13-Week Period Ended Mar. 29, 2025
 
U.S.
Foodservice
Operations
International
Foodservice
Operations
SYGMA
Other
Global
Support
Center
Consolidated
Totals
 
(In millions)
Sales
$13,800
$3,457
$2,084
$257
$—
$19,598
Percentage of total
70.4%
17.6%
10.6%
1.4%
100.0%
Operating income (loss)
$754
$96
$17
$(3)
$(183)
$681
Percentage of total segments
87.2%
11.1%
2.0%
(0.3)%
100.0%
Operating income as a percentage of sales
5.5%
2.8%
0.8%
(1.2)%
3.5%
37
 
39-Week Period Ended Mar. 28, 2026
 
U.S.
Foodservice
Operations
International
Foodservice
Operations
SYGMA
Other
Global
Support
Center
Consolidated
Totals
 
(In millions)
Sales
$43,397
$11,851
$6,392
$789
$—
$62,429
Sales increase (decrease)
2.8%
8.0%
2.3%
(1.6)%
3.6%
Percentage of total
69.5%
19.0%
10.2%
1.3%
100.0%
Operating income (loss)
$2,472
$315
$64
$17
$(756)
$2,112
Operating income (loss) increase (decrease)
(1.0)%
7.9%
18.5%
88.9%
16.1%
(4.0)%
Percentage of total segments
86.2%
11.0%
2.2%
0.6%
100.0%
Operating income as a percentage of sales
5.7%
2.7%
1.0%
2.2%
3.4%
 
39-Week Period Ended Mar. 29, 2025
 
U.S.
Foodservice
Operations
International
Foodservice
Operations
SYGMA
Other
Global
Support
Center
Consolidated
Totals
 
(In millions)
Sales
$42,206
$10,978
$6,246
$802
$—
$60,232
Percentage of total
70.1%
18.2%
10.4%
1.3%
100.0%
Operating income (loss)
$2,496
$292
$54
$9
$(651)
$2,200
Percentage of total segments
87.6%
10.2%
1.9%
0.3%
100.0%
Operating income as a percentage of sales
5.9%
2.7%
0.9%
1.1%
3.7%
Based on information in Note 14, “Business Segment Information,” in the Notes to Consolidated Financial Statements
in Item 1 of Part I of this Form 10-Q, U.S. Foodservice Operations and International Foodservice Operations, collectively,
represented approximately 88.3% and 88.5% of Sysco’s overall sales in the third quarter and first 39 weeks of fiscal 2026,
respectively. U.S. Foodservice Operations and International Foodservice Operations, collectively, represented approximately
97.2% of total segment operating income in both the third quarter and first 39 weeks of fiscal 2026, respectively. This illustrates
that these segments represent a substantial majority of our total segment results when compared to other reportable segments.
Results of U.S. Foodservice Operations
The following table sets forth a summary of the components of operating income expressed as a percentage increase or
decrease over the comparable period in the prior year:
38
 
13-Week
Period Ended
Mar. 28, 2026
13-Week
Period Ended
Mar. 29, 2025
Change in
Dollars
% Change
 
(Dollars in millions)
Sales
$14,234
$13,800
$434
3.1%
Gross profit
2,738
2,603
135
5.2
Operating expenses
1,966
1,849
117
6.3
Operating income
$772
$754
$18
2.4%
Gross profit
$2,738
$2,603
$135
5.2%
Adjusted operating expenses (Non-GAAP)
1,908
1,813
95
5.2
Adjusted operating income (Non-GAAP)
$830
$790
$40
5.1%
 
39-Week
Period Ended
Mar. 28, 2026
39-Week
Period Ended
Mar. 29, 2025
Change in
Dollars
% Change
 
(Dollars in millions)
Sales
$43,397
$42,206
$1,191
2.8%
Gross profit
8,281
8,003
278
3.5
Operating expenses
5,809
5,507
302
5.5
Operating income
$2,472
$2,496
$(24)
(1.0)%
Gross profit
$8,281
$8,003
$278
3.5%
Adjusted operating expenses (Non-GAAP)
5,683
5,428
255
4.7
Adjusted operating income (Non-GAAP)
$2,598
$2,575
$23
0.9%
Sales
The following table sets forth the percentage and dollar value increase or decrease in the major factors impacting sales
as compared to the corresponding prior year period in order to demonstrate the cause and magnitude of change:
Increase (Decrease)
Increase (Decrease)
13-Week Period
39-Week Period
(Dollars in millions)
(Dollars in millions)
Cause of change
Percentage
Dollars
Percentage
Dollars
Case volume (1)
2.3%
$315
1.0%
$442
Inflation
0.6
84
1.6
673
Other
0.2
35
0.2
76
Total change in sales
3.1%
$434
2.8%
$1,191
(1)
Case volumes increased 2.3% and 1.0% compared to the third quarter and first 39 weeks of fiscal 2025, respectively. This volume
increase resulted in a 2.3% and 1.0% increase in the dollar value of sales compared to the third quarter and first 39 weeks of fiscal
2025, respectively.
The sales growth in our U.S. Foodservice Operations was primarily driven by case volume growth. Case volumes from
our U.S. Foodservice Operations increased 2.3% and 1.0% in the third quarter and first 39 weeks of fiscal 2026, respectively, as
compared to the third quarter and first 39 weeks of fiscal 2025. The growth in case volumes was attributable to local case
volumes increasing 3.3% and 1.4% in the third quarter and first 39 weeks of fiscal 2026, respectively, as compared to the third
quarter and first 39 weeks of fiscal 2025. National case volumes increased 1.4% and 0.9% in the third quarter and first 39
weeks of fiscal 2026, respectively, as compared to the third quarter and first 39 weeks of fiscal 2025.
39
Operating Income
The increase in operating income for the third quarter of fiscal 2026, as compared to the third quarter fiscal 2025, was
driven by case volume growth and gross profit dollar growth, partially offset by an increase in operating expenses. The decrease
in operating income for the first 39 weeks of fiscal 2026, as compared to the first 39 weeks of fiscal 2025, was driven by an
increase in operating expenses, partially offset by case volume growth and gross profit dollar growth.
Gross profit dollars increased in the third quarter and first 39 weeks of fiscal 2026 as compared to the third quarter and
first 39 weeks of fiscal 2025, primarily as a result of improvements in our strategic sourcing initiatives, stronger volume
performance from local customers and improving mix from Sysco Brand penetration rates, and the effective management of
product cost fluctuations. Our local case volumes have improved due to improved sales colleague retention and incremental
sales colleague productivity improvements. The estimated change in product costs, an internal measure of inflation or deflation,
increased in the third quarter and first 39 weeks of fiscal 2026. Gross margin, which is gross profit as a percentage of sales, was
19.24% and 19.08% in the third quarter and first 39 weeks of fiscal 2026, respectively, for our U.S. Foodservice Operations,
which was an increase of 38 basis points compared to gross margin of 18.86% in the third quarter of fiscal 2025, and an
increase of 12 basis points compared to a gross margin of 18.96% in the first 39 weeks of fiscal 2025. The improvement in the
third quarter and first 39 weeks of fiscal 2026 is attributable to improvements in our strategic sourcing initiatives, favorable
changes in customer mix, and the effective management of product cost fluctuations.
The increase in operating expenses for the third quarter and first 39 weeks of fiscal 2026, as compared to the third
quarter and first 39 weeks of fiscal 2025, was primarily driven by increases in colleague-related costs, which is inclusive of
incentive compensation, and costs associated with investments in sales headcount and building expansions.
40
Results of International Foodservice Operations
The following table sets forth a summary of the components of operating income and adjusted operating income
expressed as a percentage increase or decrease over the comparable period in the prior year:
 
13-Week
Period Ended
Mar. 28, 2026
13-Week
Period Ended
Mar. 29, 2025
Change in
Dollars
% Change
 
(Dollars in millions)
Sales
$3,885
$3,457
$428
12.4%
Gross profit
834
728
106
14.6
Operating expenses
751
632
119
18.8
Operating income
$83
$96
$(13)
(13.5)%
Gross profit
$834
$728
$106
14.6%
Adjusted operating expenses (Non-GAAP)
690
600
90
15.0
Adjusted operating income (Non-GAAP)
$144
$128
$16
12.5%
Sales on a constant currency basis (Non-GAAP)
$3,636
$3,457
$179
5.2%
Gross profit on a constant currency basis (Non-GAAP)
777
728
49
6.7
Adjusted operating expenses on a constant currency basis
(Non-GAAP)
640
600
40
6.7
Adjusted operating income on a constant currency basis
(Non-GAAP)
$137
$128
$9
7.0%
 
39-Week
Period Ended
Mar. 28, 2026
39-Week
Period Ended
Mar. 29, 2025
Change in
Dollars
% Change
 
(Dollars in millions)
Sales
$11,851
$10,978
$873
8.0%
Gross profit
2,492
2,262
230
10.2
Operating expenses
2,177
1,970
207
10.5
Operating income
$315
$292
$23
7.9%
Gross profit
$2,492
$2,262
$230
10.2%
Adjusted operating expenses (Non-GAAP)
2,039
1,875
164
8.7
Adjusted operating income (Non-GAAP)
$453
$387
$66
17.1%
Sales on a constant currency basis (Non-GAAP)
$11,374
$10,978
$396
3.6%
Gross profit on a constant currency basis (Non-GAAP)
2,378
2,262
116
5.1
Adjusted operating expenses on a constant currency basis
(Non-GAAP)
1,937
1,875
62
3.3
Adjusted operating income on a constant currency basis
(Non-GAAP)
$441
$387
$54
14.0%
41
Sales
The following table sets forth the percentage and dollar value increase or decrease in the major components impacting
sales as compared to the corresponding prior year period in order to demonstrate the cause and magnitude of change.
Increase (Decrease)
Increase (Decrease)
13-Week Period
39-Week Period
(Dollars in millions)
(Dollars in millions)
Cause of change
Percentage
Dollars
Percentage
Dollars
Inflation
3.6%
$125
4.1%
$447
Foreign currency
7.2
249
4.3
477
Case volume
1.0
36
1.4
162
Impact of divestiture
—
—
(1.9)
(207)
Other
0.6
18
0.1
(6)
Total change in sales
12.4%
$428
8.0%
$873
Sales for the third quarter of fiscal 2026 increased 12.4% as compared to the third quarter of fiscal 2025. Sales for the
first 39 weeks of fiscal 2026 increased 8.0% as compared to the first 39 weeks of fiscal 2025. The sales increase in both periods
is primarily due to the impact of foreign currency translation, higher inflation, and local case growth. Excluding the impact of
the Mexico joint venture, which was divested in the second quarter of fiscal 2025, sales increased 10.0% in the first 39 weeks of
fiscal 2026 as compared to the first 39 weeks of fiscal 2025.
Operating Income
The decrease in operating income for the third quarter of fiscal 2026, as compared to the third quarter of fiscal 2025,
was primarily due to increases in operating expenses, partially offset by local case volume growth driven by expanded supply
chain capacity, increased availability of Sysco branded merchandise, and increased sales colleague headcount. The increase in
operating income for the first 39 weeks of fiscal 2026, as compared to the first 39 weeks of fiscal 2025, is primarily due to local
case volume growth driven by expanded supply chain capacity, increased availability of Sysco branded merchandise, and
increased sales colleague headcount, partially offset by increases in operating expenses.
The increase in gross profit dollars in the third quarter and first 39 weeks of fiscal 2026, as compared to the third
quarter and first 39 weeks of fiscal 2025, was primarily attributable to increases in local case volumes. Local case volumes
increased approximately 3.8% in the third quarter of fiscal 2026 as compared to the third quarter of fiscal 2025.
The increase in operating expenses in the third quarter and first 39 weeks of fiscal 2026 as compared to the third
quarter and first 39 weeks of fiscal 2025 was primarily due to increases in colleague-related costs and supply chain
transformation costs, as well as the impact of foreign currency translation.
Results of SYGMA and Other Segment
SYGMA segment sales were 2.5% and 2.3% higher in the third quarter and first 39 weeks of fiscal 2026, respectively,
as compared to the third quarter and first 39 weeks of fiscal 2025. Operating income increased $1 million and $10 million in the
third quarter and first 39 weeks of fiscal 2026, respectively, as compared to the third quarter and first 39 weeks of fiscal 2025.
These results are reflective of recent increased strength in our supply chain operations.
For the operations that are grouped within Other, operating income increased $10 million and $8 million in the third
quarter and first 39 weeks of fiscal 2026, respectively, as compared to the third quarter and first 39 weeks of fiscal 2025. The
operations of this group primarily consist of our hospitality business, Guest Worldwide.
42
Global Support Center Expenses
Our Global Support Center generally includes all expenses of the corporate office and Sysco’s shared service
operations. These expenses in the third quarter of fiscal 2026 increased $63 million, or 30.4%, as compared to the third quarter
of fiscal 2025, primarily due to increases in colleague-related costs, which is inclusive of incentive compensation, and
acquisition and due diligence costs, partially offset by decreases in insurance costs. These expenses in the first 39 weeks of
fiscal 2026 increased $110 million, or 16.2%, as compared to the first 39 weeks of fiscal 2025, primarily due to increases in
colleague-related costs, which is inclusive of incentive compensation, and acquisition and due diligence costs, partially offset
by decreases in insurance costs.
Included in Global Support Center expenses are Certain Items that totaled $30 million and $98 million in the third
quarter and first 39 weeks of fiscal 2026, as compared to $24 million and $54 million in the third quarter and first 39 weeks of
fiscal 2025, respectively. Certain Items impacting the third quarter and first 39 weeks of fiscal 2026 were primarily expenses
associated with our business technology transformation initiatives and acquisition and due diligence costs. Certain Items
impacting the third quarter and first 39 weeks of fiscal 2025 were primarily expenses associated with severances, our business
technology transformation initiatives and expenses associated with acquisitions.
Interest Expense
Interest expense increased $19 million and $43 million for the third quarter and first 39 weeks of fiscal 2026,
respectively, as compared to the third quarter and first 39 weeks of fiscal 2025. The increase was primarily due to interest
expense on recently issued senior notes.
Other Income and Expense
Other expense decreased $3 million and increased $12 million for the third quarter and first 39 weeks of fiscal 2026,
respectively, as compared to the third quarter and first 39 weeks of fiscal 2025. The changes are primarily due to foreign
exchange gains and losses incurred in those periods.
Net Earnings
Net earnings decreased 15.2% and 7.0% in the third quarter and first 39 weeks of fiscal 2026, respectively, as
compared to the third quarter and first 39 weeks of fiscal 2025, primarily due to the items noted above for operating income,
and interest expense, as well as items impacting our income taxes that are discussed in Note 12, “Income Taxes,” in the Notes
to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q. Adjusted net earnings, excluding Certain Items,
decreased 3.6% and increased 1.0% in the third quarter and first 39 weeks of fiscal 2026, respectively, as compared to the third
quarter and first 39 weeks of fiscal 2025. Adjusted net earnings were favorably impacted in the third quarter and first 39 weeks
of fiscal 2026 by increases in sales volumes, benefits from our strategic sourcing initiatives, and the effective management of
our product cost inflation. Adjusted net earnings were negatively impacted in the third quarter and first 39 weeks of fiscal 2026
by higher incentive compensation.
Earnings Per Share
Basic earnings per share in the third quarter of fiscal 2026 were $0.71, a 13.4% decrease from the comparable prior
year period amount of $0.82 per share. Diluted earnings per share in the third quarter of fiscal 2026 were $0.71, a 13.4%
decrease from the comparable prior year period amount of $0.82 per share. Adjusted diluted earnings per share, excluding
Certain Items, in the third quarter of fiscal 2026 were $0.94, a 2.1% decrease from the comparable prior year amount of $0.96
per share.
Basic earnings per share in the first 39 weeks of fiscal 2026 were $2.52, a 4.9% decrease from the comparable prior
year amount of $2.65 per share. Diluted earnings per share in the first 39 weeks of fiscal 2026 were $2.51, a 4.9% decrease
from the comparable prior year period amount of $2.64 per share. Adjusted diluted earnings per share, excluding Certain Items,
in the first 39 weeks of fiscal 2026 were $3.08, a 3.4% increase from the comparable prior year amount of $2.98 per share.
43
Non-GAAP Reconciliations
The discussion of our results includes certain non-GAAP financial measures, including EBITDA and adjusted
EBITDA, that we believe provide important perspective with respect to underlying business trends. Other than EBITDA and
free cash flow, any non-GAAP financial measures will be denoted as adjusted measures to remove: (1) restructuring charges;
(2) expenses associated with our various transformation initiatives; (3) severance charges; and (4) acquisition-related costs
consisting of (a) intangible amortization expense and (b) acquisition costs and due diligence costs related to our acquisitions.
Adjustments provided herein for fiscal 2026 results of operations also remove the impact of a charge associated with a legal
matter. No similar charge was applicable in fiscal 2025.
The results of our operations can be impacted due to changes in exchange rates applicable in converting local
currencies to U.S. dollars. We measure our results on a constant currency basis. Constant currency operating results are
calculated by translating current-period local currency operating results with the currency exchange rates used to translate the
financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results
would have been if the currency exchange rate had not changed from the comparable prior-year period. We also measure our
sales growth excluding the impact of our joint venture in Mexico which was divested in the second quarter of fiscal year 2025.
Management believes that adjusting its operating expenses, operating income, operating margin, net earnings and
diluted earnings per share to remove these Certain Items, presenting its results on a constant currency basis, and adjusting its
sales results to exclude the impact of its joint venture in Mexico provides an important perspective with respect to our
underlying business trends and results. It provides meaningful supplemental information to both management and investors
that (1) is indicative of the performance of the company’s underlying operations and (2) facilitates comparisons on a year-
over-year basis.
Sysco has a history of growth through acquisitions and excludes from its non-GAAP financial measures the impact of
acquisition-related intangible amortization, acquisition costs and due diligence costs for those acquisitions. We believe this
approach significantly enhances the comparability of Sysco’s results for fiscal year 2026 and fiscal year 2025.
Set forth on the following page is a reconciliation of sales, operating expenses, operating income, net earnings and
diluted earnings per share to adjusted results for these measures for the periods presented. Individual components of diluted
earnings per share may not be equal to the total presented when added due to rounding. Adjusted diluted earnings per share is
calculated using adjusted net earnings divided by diluted shares outstanding.
13-Week
Period Ended
Mar. 28, 2026
13-Week
Period Ended
Mar. 29, 2025
Change in
Dollars
%/bps 
Change
Sales (GAAP)
$20,519
$19,598
$921
4.7%
Impact of currency fluctuations (1)
(252)
(252)
(1.3)
Comparable sales using a constant currency basis (Non-GAAP)
$20,267
$19,598
$669
3.4%
Cost of sales (GAAP)
$16,707
$16,017
$690
4.3%
Gross profit (GAAP)
$3,812
$3,581
$231
6.5%
Impact of currency fluctuations (1)
(58)
(58)
(1.7)
Comparable gross profit adjusted for Certain Items using a
constant currency basis (Non-GAAP)
$3,754
$3,581
$173
4.8%
Gross margin (GAAP)
18.58%
18.27%
31 bps
Impact of currency fluctuations (1)
(0.06)
-6 bps
Comparable gross margin adjusted for Certain Items using a
constant currency basis (Non-GAAP)
18.52%
18.27%
25 bps
Operating expenses (GAAP)
$3,193
$2,900
$293
10.1%
Impact of restructuring, transformational project, and other costs (2)
(94)
(50)
(44)
(88.0)
Impact of acquisition-related costs (3)
(55)
(42)
(13)
(31.0)
Operating expenses adjusted for Certain Items (Non-GAAP)
3,044
2,808
236
8.4
44
Impact of currency fluctuations (1)
(51)
(51)
(1.8)
Comparable operating expenses adjusted for Certain Items
using a constant currency basis (Non-GAAP)
$2,993
$2,808
$185
6.6%
Operating expense as a percentage of sales (GAAP)
15.56%
14.80%
76 bps
Impact of certain item adjustments
(0.72)
(0.47)
-25 bps
Adjusted operating expense as a percentage of sales (Non-
GAAP)
14.84%
14.33%
51 bps
Operating income (GAAP)
$619
$681
$(62)
(9.1)%
Impact of restructuring, transformational project, and other costs (2)
94
50
44
88.0
Impact of acquisition-related costs (3)
55
42
13
31.0
Operating income adjusted for Certain Items (Non-GAAP)
768
773
(5)
(0.6)
Impact of currency fluctuations (1)
(7)
(7)
(1.0)
Comparable operating income adjusted for Certain Items
using a constant currency basis (Non-GAAP)
$761
$773
$(12)
(1.6)%
Operating margin (GAAP)
3.02%
3.47%
-45 bps
Operating margin adjusted for Certain Items (Non-GAAP)
3.74%
3.94%
-20 bps
Operating margin adjusted for Certain Items using a constant
currency basis (Non-GAAP)
3.75%
3.94%
-19 bps
Net earnings (GAAP)
$340
$401
$(61)
(15.2)%
Impact of restructuring, transformational project, and other costs (2)
94
50
44
88.0
Impact of acquisition-related costs (3)
55
42
13
31.0
Tax impact of restructuring, transformational project, and other
costs (4)
(23)
(13)
(10)
(76.9)
Tax impact of acquisition-related costs (4)
(14)
(11)
(3)
(27.3)
Net earnings adjusted for Certain Items (Non-GAAP)
$452
$469
$(17)
(3.6)%
Diluted earnings per share (GAAP)
$0.71
$0.82
$(0.11)
(13.4)%
Impact of restructuring, transformational project, and other costs (2)
0.20
0.10
0.10
100.0
Impact of acquisition-related costs (3)
0.11
0.09
0.02
22.2
Tax impact of restructuring, transformational project, and other
costs (4)
(0.05)
(0.03)
(0.02)
(66.7)
Tax impact of acquisition-related costs (4)
(0.03)
(0.02)
(0.01)
(50.0)
Diluted earnings per share adjusted for Certain Items (Non-
GAAP) (5)
$0.94
$0.96
$(0.02)
(2.1)%
(1)
Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on the current year results.
(2)
Fiscal 2026 includes $43 million related to restructuring costs, severance charges, and costs associated with a legal matter and $51
million related to various transformation initiative costs, primarily consisting of supply chain transformation costs and changes to our
business technology strategy. Fiscal 2025 includes $15 million related to restructuring and severance charges and $35 million related
to various transformation initiative costs, primarily consisting of supply chain transformation costs and changes to our business
technology strategy.
(3)
Fiscal 2026 includes $42 million of intangible amortization expense and $13 million in acquisition and due diligence costs. Fiscal 2025
includes $32 million of intangible amortization expense and $10 million in acquisition and due diligence costs.
(4)
The tax impact of adjustments for Certain Items are calculated by multiplying the pretax impact of each Certain Item by the statutory
rates in effect for each jurisdiction where the Certain Item was incurred.
(5)
Individual components of diluted earnings per share may not equal the total presented when added due to rounding. Total diluted
earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.
45
39-Week
Period Ended
Mar. 28, 2026
39-Week
Period Ended
Mar. 29, 2025
Change in
Dollars
%/bps 
Change
Sales (GAAP)
$62,429
$60,232
$2,197
3.6%
Impact of Mexico joint venture sales
—
(207)
207
0.4
Comparable sales excluding Mexico joint venture (Non-GAAP)
$62,429
$60,025
$2,404
4.0%
Sales (GAAP)
$62,429
$60,232
$2,197
3.6%
Impact of currency fluctuations (1)
(481)
(481)
(0.8)
Comparable sales using a constant currency basis (Non-GAAP)
$61,948
$60,232
$1,716
2.8%
Cost of sales (GAAP)
$50,924
$49,249
$1,675
3.4%
Gross profit (GAAP)
$11,505
$10,983
$522
4.8%
Impact of currency fluctuations (1)
(115)
(115)
(1.1)
Comparable gross profit adjusted for Certain Items using a
constant currency basis (Non-GAAP)
$11,390
$10,983
$407
3.7%
Gross margin (GAAP)
18.43%
18.23%
20 bps
Impact of currency fluctuations (1)
(0.04)
-4 bps
Comparable gross margin adjusted for Certain Items using a
constant currency basis (Non-GAAP)
18.39%
18.23%
16 bps
Operating expenses (GAAP)
$9,393
$8,783
$610
6.9%
Impact of restructuring, transformational project, and other costs (2)
(207)
(107)
(100)
(93.5)
Impact of acquisition-related costs (3)
(155)
(121)
(34)
(28.1)
Operating expenses adjusted for Certain Items (Non-GAAP)
9,031
8,555
476
5.6
Impact of currency fluctuations (1)
(102)
(102)
(1.2)
Comparable operating expenses adjusted for Certain Items
using a constant currency basis (Non-GAAP)
$8,929
$8,555
$374
4.4%
Operating expense as a percentage of sales (GAAP)
15.05%
14.58%
47 bps
Impact of certain item adjustments
(0.58)
(0.38)
-20 bps
Adjusted operating expense as a percentage of sales (Non-
GAAP)
14.47%
14.20%
27 bps
Operating income (GAAP)
$2,112
$2,200
$(88)
(4.0)%
Impact of restructuring, transformational project, and other costs (2)
207
107
100
93.5
Impact of acquisition-related costs (3)
155
121
34
28.1
Operating income adjusted for Certain Items (Non-GAAP)
2,474
2,428
46
1.9
Impact of currency fluctuations (1)
(13)
(13)
(0.5)
Comparable operating income adjusted for Certain Items using
a constant currency basis (Non-GAAP)
$2,461
$2,428
$33
1.4%
Operating margin (GAAP)
3.38%
3.65%
-27 bps
Operating margin adjusted for Certain Items (Non-GAAP)
3.96%
4.03%
-7 bps
Operating margin adjusted for Certain Items using a constant
currency basis (Non-GAAP)
3.97%
4.03%
-6 bps
Net earnings (GAAP)
$1,206
$1,297
$(91)
(7.0)%
Impact of restructuring, transformational project, and other costs (2)
207
107
100
93.5
46
39-Week
Period Ended
Mar. 28, 2026
39-Week
Period Ended
Mar. 29, 2025
Change in
Dollars
%/bps 
Change
Impact of acquisition-related costs (3)
155
121
34
28.1
Tax impact of restructuring, transformational project, and other
costs (4)
(50)
(27)
(23)
(85.2)
Tax impact of acquisition-related costs (4)
(37)
(31)
(6)
(19.4)
Net earnings adjusted for Certain Items (Non-GAAP)
$1,481
$1,467
$14
1.0%
Diluted earnings per share (GAAP)
$2.51
$2.64
$(0.13)
(4.9)%
Impact of restructuring, transformational project, and other costs (2)
0.43
0.22
0.21
95.5
Impact of acquisition-related costs (3)
0.32
0.25
0.07
28.0
Tax impact of restructuring, transformational project, and other
costs (4)
(0.10)
(0.05)
(0.05)
(100.0)
Tax impact of acquisition-related costs (4)
(0.08)
(0.06)
(0.02)
(33.3)
Diluted earnings per share adjusted for Certain Items (Non-
GAAP) (5)
$3.08
$2.98
$0.10
3.4%
(1)
Represents a constant currency adjustment which eliminates the impact of foreign currency fluctuations on the current year results.
(2)
Fiscal 2026 includes $63 million related to restructuring costs, severance charges, and costs associated with a legal matter and $144
million related to various transformation initiative costs, primarily consisting of supply chain transformation costs and changes to our
business technology strategy. Fiscal 2025 includes $31 million related to restructuring and severance charges and $76 million related
to various transformation initiative costs, primarily consisting of supply chain transformation costs and changes to our business
technology strategy.
(3)
Fiscal 2026 includes $108 million of intangible amortization expense and $47 million in acquisition and due diligence costs. Fiscal
2025 includes $97 million of intangible amortization expense and $24 million in acquisition and due diligence costs.
(4)
The tax impact of adjustments for Certain Items is calculated by multiplying the pretax impact of each Certain Item by the statutory
rates in effect for each jurisdiction where the Certain Item was incurred.
(5)
Individual components of diluted earnings per share may not add up to the total presented due to rounding. Total diluted earnings per
share is calculated using adjusted net earnings divided by diluted shares outstanding.
47
13-Week
Period Ended
Mar. 28, 2026
13-Week
Period Ended
Mar. 29, 2025
Change in
Dollars
%/bps
Change
U.S. FOODSERVICE OPERATIONS
Operating expenses (GAAP)
$1,966
$1,849
$117
6.3%
Impact of restructuring, transformational project, and other costs (1)
(39)
(16)
(23)
NM
Impact of acquisition-related costs (2)
(19)
(20)
1
5.0
Operating expenses adjusted for Certain Items (Non-GAAP)
$1,908
$1,813
$95
5.2%
Operating income (GAAP)
$772
$754
$18
2.4%
Impact of restructuring, transformational project, and other costs (1)
39
16
23
NM
Impact of acquisition-related costs (2)
19
20
(1)
(5.0)
Operating income adjusted for Certain Items (Non-GAAP)
$830
$790
$40
5.1%
INTERNATIONAL FOODSERVICE OPERATIONS
Sales (GAAP)
$3,885
$3,457
$428
12.4%
Impact of currency fluctuations (3)
(249)
(249)
(7.2)
Comparable sales using a constant currency basis (Non-GAAP)
$3,636
$3,457
$179
5.2%
Gross profit (GAAP)
$834
$728
$106
14.6%
Impact of currency fluctuations (3)
(57)
(57)
(7.9)
Comparable gross profit using a constant currency basis (Non-
GAAP)
$777
$728
$49
6.7%
Gross margin (GAAP)
21.47%
21.06%
41 bps
Impact of currency fluctuations (3)
(0.10)
-10 bps
Comparable gross margin using a constant currency basis
(Non-GAAP)
21.37%
21.06%
31 bps
Operating expenses (GAAP)
$751
$632
$119
18.8%
Impact of restructuring and transformational project costs (4)
(39)
(13)
(26)
NM
Impact of acquisition-related costs (2)
(22)
(19)
(3)
(15.8)
Operating expenses adjusted for Certain Items (Non-GAAP)
690
600
90
15.0
Impact of currency fluctuations (3)
(50)
(50)
(8.3)
Comparable operating expenses adjusted for Certain Items
using a constant currency basis (Non-GAAP)
$640
$600
$40
6.7%
Operating income (GAAP)
$83
$96
$(13)
(13.5)%
Impact of restructuring and transformational project costs (4)
39
13
26
NM
Impact of acquisition-related costs (2)
22
19
3
15.8
Operating income adjusted for Certain Items (Non-GAAP)
144
128
16
12.5
Impact of currency fluctuations (3)
(7)
(7)
(5.5)
Comparable operating income adjusted for Certain Items
using a constant currency basis (Non-GAAP)
$137
$128
$9
7.0%
SYGMA
Operating expenses (GAAP)
$145
$149
$(4)
(2.7)%
Operating income (GAAP)
18
17
1
5.9
OTHER
Operating expenses (GAAP)
$61
$63
$(2)
(3.2)%
Operating income (loss) (GAAP)
7
(3)
10
NM
GLOBAL SUPPORT CENTER
Gross profit (GAAP)
$9
$24
$(15)
(62.5)%
48
13-Week
Period Ended
Mar. 28, 2026
13-Week
Period Ended
Mar. 29, 2025
Change in
Dollars
%/bps
Change
Operating expenses (GAAP)
$270
$207
$63
30.4%
Impact of restructuring and transformational project costs (5)
(16)
(21)
5
23.8
Impact of acquisition-related costs (6)
(14)
(3)
(11)
NM
Operating expenses adjusted for Certain Items (Non-GAAP)
$240
$183
$57
31.1%
Operating loss (GAAP)
$(261)
$(183)
$(78)
(42.6)%
Impact of restructuring and transformational project costs (5)
16
21
(5)
(23.8)
Impact of acquisition-related costs (6)
14
3
11
NM
Operating loss adjusted for Certain Items (Non-GAAP)
$(231)
$(159)
$(72)
(45.3)%
(1)
Primarily represents severance charges, transformation initiative costs, and costs associated with a legal matter.
(2)
Fiscal 2026 and fiscal 2025 include intangible amortization expense and acquisition costs.
(3)
Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on current year results.
(4)
Includes restructuring and transformation initiative costs primarily in Europe.
(5)
Includes various transformation initiative costs, primarily consisting of changes to our business technology strategy.
(6)
Represents due diligence costs.
NM
Represents that the percentage change is not meaningful.
49
39-Week
Period Ended
Mar. 28, 2026
39-Week
Period Ended
Mar. 29, 2025
Change in
Dollars
%/bps 
Change
U.S. FOODSERVICE OPERATIONS
Operating expenses (GAAP)
$5,809
$5,507
$302
5.5%
Impact of restructuring, transformational project, and other costs (1)
(54)
(26)
(28)
NM
Impact of acquisition-related costs (2)
(72)
(53)
(19)
(35.8)
Operating expenses adjusted for Certain Items (Non-GAAP)
$5,683
$5,428
$255
4.7%
Operating income (GAAP)
$2,472
$2,496
$(24)
(1.0)%
Impact of restructuring, transformational project, and other costs (1)
54
26
28
NM
Impact of acquisition-related costs (2)
72
53
19
35.8
Operating income adjusted for Certain Items (Non-GAAP)
$2,598
$2,575
$23
0.9%
INTERNATIONAL FOODSERVICE OPERATIONS
Sales (GAAP)
$11,851
$10,978
$873
8.0%
Impact of Mexico joint venture sales
—
(207)
207
2.0
Comparable sales excluding Mexico joint venture (Non-GAAP)
$11,851
$10,771
$1,080
10.0%
Sales (GAAP)
$11,851
$10,978
$873
8.0%
Impact of currency fluctuations (3)
(477)
(477)
(4.4)
Comparable sales using a constant currency basis (Non-GAAP)
$11,374
$10,978
$396
3.6%
Gross profit (GAAP)
$2,492
$2,262
$230
10.2%
Impact of currency fluctuations (3)
(114)
(114)
(5.1)
Comparable gross profit using a constant currency basis (Non-
GAAP)
$2,378
$2,262
$116
5.1%
Gross margin (GAAP)
21.03%
20.60%
43 bps
Impact of currency fluctuations (3)
(0.12)
-12 bps
Comparable gross margin using a constant currency basis (Non-
GAAP)
20.91%
20.60%
31 bps
Operating expenses (GAAP)
$2,177
$1,970
$207
10.5%
Impact of restructuring and transformational project costs (4)
(91)
(39)
(52)
NM
Impact of acquisition-related costs (2)
(47)
(56)
9
16.1
Operating expenses adjusted for Certain Items (Non-GAAP)
2,039
1,875
164
8.7
Impact of currency fluctuations (3)
(102)
(102)
(5.4)
Comparable operating expenses adjusted for Certain Items
using a constant currency basis (Non-GAAP)
$1,937
$1,875
$62
3.3%
Operating income (GAAP)
$315
$292
$23
7.9%
Impact of restructuring and transformational project costs (4)
91
39
52
NM
Impact of acquisition-related costs (2)
47
56
(9)
(16.1)
Operating income adjusted for Certain Items (Non-GAAP)
453
387
66
17.1
Impact of currency fluctuations (3)
(12)
(12)
(3.1)
Comparable operating income adjusted for Certain Items using
a constant currency basis (Non-GAAP)
$441
$387
$54
14.0%
50
39-Week
Period Ended
Mar. 28, 2026
39-Week
Period Ended
Mar. 29, 2025
Change in
Dollars
%/bps 
Change
SYGMA
Sales (GAAP)
$6,392
$6,246
$146
2.3%
Gross profit (GAAP)
496
492
4
0.8
Gross margin (GAAP)
7.76%
7.88%
-12 bps
Operating expenses (GAAP)
$432
$438
$(6)
(1.4)%
Operating income (GAAP)
64
54
10
18.5%
OTHER
Operating expenses (GAAP)
$185
$188
$(3)
(1.6)%
Operating income (GAAP)
17
9
8
88.9%
GLOBAL SUPPORT CENTER
Gross profit (GAAP)
$34
$29
$5
17.2%
Operating expenses (GAAP)
$790
$680
$110
16.2%
Impact of restructuring and transformational project costs (5)
(62)
(42)
(20)
(47.6)
Impact of acquisition-related costs (6)
(36)
(12)
(24)
NM
Operating expenses adjusted for Certain Items (Non-GAAP)
$692
$626
$66
10.5%
Operating loss (GAAP)
$(756)
$(651)
$(105)
(16.1)%
Impact of restructuring and transformational project costs (5)
62
42
20
47.6
Impact of acquisition-related costs (6)
36
12
24
NM
Operating loss adjusted for Certain Items (Non-GAAP)
$(658)
$(597)
$(61)
(10.2)%
(1)
Primarily represents severance charges, transformation initiative costs, and costs associated with a legal matter.
(2)
Fiscal 2026 and fiscal 2025 include intangible amortization expense and acquisition costs.
(3)
Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on current year results.
(4)
Includes restructuring and transformation initiative costs primarily in Europe.
(5)
Includes various transformation initiative costs, primarily consisting of changes to our business technology strategy.
(6)
Represents due diligence costs.
NM
Represents that the percentage change is not meaningful.
EBITDA and Adjusted EBITDA
EBITDA and adjusted EBITDA should not be used as a substitute for the most comparable GAAP measure in
assessing Sysco’s overall financial performance for the periods presented. An analysis of any non-GAAP financial measure
should be used in conjunction with results presented in accordance with GAAP. See Item 7, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Key Performance Indicators” contained in our fiscal 2025 Form
10-K for discussions regarding this non-GAAP performance metric. Set forth below is a reconciliation of actual net earnings to
EBITDA and to adjusted EBITDA results for the periods presented (dollars in millions):
51
13-Week Period
Ended Mar. 28,
2026
13-Week Period
Ended Mar. 29,
2025
Change in
Dollars
% Change
Net earnings (GAAP)
$340
$401
$(61)
(15.2)%
Interest (GAAP)
168
149
19
12.8
Income taxes (GAAP)
105
122
(17)
(13.9)
Depreciation and amortization (GAAP)
251
238
13
5.5
EBITDA (Non-GAAP)
$864
$910
$(46)
(5.1)%
Certain Item adjustments:
Impact of restructuring, transformational project, and
other costs (1)
$93
$49
$44
89.8%
Impact of acquisition-related costs (2)
13
10
3
30.0
EBITDA adjusted for Certain Items (Non-GAAP) (3)
$970
$969
$1
0.1%
Other expense (income), net
6
9
(3)
(33.3)
Depreciation and amortization, as adjusted (Non-
GAAP) (4)
(208)
(205)
(3)
(1.5)
Operating income adjusted for Certain Items (Non-
GAAP)
$768
$773
$(5)
(0.6)%
(1)
Fiscal 2026 and fiscal 2025 include charges related to restructuring and severance, as well as various transformation initiative costs,
primarily consisting of supply chain transformation costs and changes to our business technology strategy, excluding charges related to
accelerated depreciation. In addition, fiscal 2026 includes charges associated with a legal matter.
(2)
Fiscal 2026 and fiscal 2025 include acquisition and due diligence costs.
(3)
In arriving at adjusted EBITDA, Sysco does not adjust out interest income of $6 million and $7 million or non-cash stock
compensation expense of $31 million and $15 million in fiscal 2026 and fiscal 2025, respectively.
(4)
Fiscal 2026 includes $251 million in GAAP depreciation and amortization expense, less $43 million of Non-GAAP depreciation and
amortization expense primarily related to acquisitions. Fiscal 2025 includes $238 million in GAAP depreciation and amortization
expense, less $33 million of Non-GAAP depreciation and amortization expense primarily related to acquisitions.
39-Week Period
Ended Mar. 28,
2026
39-Week Period
Ended Mar. 29,
2025
Change in
Dollars
% Change
Net earnings (GAAP)
$1,206
$1,297
$(91)
(7.0)%
Interest (GAAP)
512
469
43
9.2
Income taxes (GAAP)
350
402
(52)
(12.9)
Depreciation and amortization (GAAP)
724
709
15
2.1
EBITDA (Non-GAAP)
$2,792
$2,877
$(85)
(3.0)%
Certain Item adjustments:
Impact of restructuring, transformational project, and
other costs (1)
$203
$104
$99
95.2%
Impact of acquisition-related costs (2)
46
24
22
91.7
EBITDA adjusted for Certain Items (Non-GAAP) (3)
$3,041
$3,005
$36
1.2%
Other expense (income), net
44
32
12
37.5
Depreciation and amortization, as adjusted (Non-
GAAP) (4)
(611)
(609)
(2)
(0.3)
Operating income adjusted for Certain Items (Non-
GAAP)
$2,474
$2,428
$46
1.9%
52
(1)
Fiscal 2026 and 2025 include charges related to restructuring and severance, as well as various transformation initiative costs,
primarily consisting of supply chain transformation costs and changes to our business technology strategy, excluding charges related to
accelerated depreciation. In addition, fiscal 2026 includes charges associated with a legal matter.
(2)
Fiscal 2026 and fiscal 2025 include acquisition and due diligence costs.
(3)
In arriving at adjusted EBITDA, Sysco does not exclude interest income of $18 million and $22 million or non-cash stock
compensation expense of $95 million and $74 million for fiscal 2026 and fiscal 2025, respectively.
(4)
Fiscal 2026 includes $724 million in GAAP depreciation and amortization expense, less $113 million of Non-GAAP depreciation and
amortization expense primarily related to acquisitions. Fiscal 2025 includes $709 million in GAAP depreciation and amortization
expense, less $100 million of Non-GAAP depreciation and amortization expense primarily related to acquisitions.
Liquidity and Capital Resources
Highlights
We produced free cash flow of $1.1 billion in the first 39 weeks of fiscal 2026, as compared to $954 million in the first
39 weeks of fiscal 2025. The increase in free cash flow is attributable to an increase in cash provided by operating activities and
a decrease in capital expenditures, partially offset by a decrease in proceeds from sales of plant and equipment. In the table that
follows, free cash flow for each period presented is reconciled to net cash provided by operating activities and comparisons of
the significant cash flows from the first 39 weeks of fiscal 2026 to the first 39 weeks of fiscal 2025 are provided.
 
39-Week
Period Ended
Mar. 28, 2026
39-Week
Period Ended
Mar. 29, 2025
Source of cash (use of cash)
(In millions)
Net cash provided by operating activities (GAAP)
$1,463
$1,317
Additions to plant and equipment
(461)
(532)
Proceeds from sales of plant and equipment
131
169
Free Cash Flow (Non-GAAP) (1)
$1,133
$954
Acquisition of businesses, net of cash acquired
$(189)
$(40)
Debt borrowings (repayments), net
637
1,078
Stock repurchases
(200)
(700)
Dividends paid
(778)
(752)
(1)
Free cash flow should not be used as a substitute for the most comparable GAAP measure in assessing the company’s liquidity for the
periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance
with GAAP. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Key
Performance Indicators” contained in our fiscal 2025 Form 10-K for discussions regarding this non-GAAP performance metric.
Sources and Uses of Cash
Sysco generates cash in the U.S. and internationally. As of March 28, 2026, we had $1.9 billion in cash and cash
equivalents, approximately 30% of which was held by our international subsidiaries. Sysco’s strategic objectives are funded
primarily by cash from operations and external borrowings. Traditionally, our operations have produced significant cash flow.
Due to our strong financial position, we believe we will continue to be able to effectively access capital markets, as needed.
Cash is generally allocated to working capital requirements, investments compatible with our overall growth strategy (organic
and inorganic), debt management, and shareholder return. The remaining cash balances are invested in high-quality, short-term
instruments.
We believe our cash flow from operations, the availability of liquidity under our commercial paper programs and our
revolving credit facility, and our ability to access capital from financial markets will be sufficient to meet our anticipated cash
requirements for more than the next 12 months, while maintaining sufficient liquidity for normal operating purposes. See Note
15 "Subsequent Events" for more information about our financing plans to our Proposed Transaction.
53
Cash Flows
Operating Activities
We generated $1.5 billion in cash flows from operations in the first 39 weeks of fiscal 2026, compared to cash flows
from operations of $1.3 billion in the first 39 weeks of fiscal 2025. In the first 39 weeks of fiscal 2026, these amounts included
year-over-year favorable comparisons on working capital of $45 million due to a favorable comparison in accounts payable,
partially offset by unfavorable comparisons in accounts receivable and inventory. Accrued expenses also had a favorable
comparison, primarily related to lower payments of accrued incentive compensation in the first 39 weeks of fiscal 2026 in
comparison to the first 39 weeks of fiscal 2025. Income taxes positively impacted cash flows from operations, as estimated
payments made in the first 39 weeks of fiscal 2026 were lower compared to the first 39 weeks of fiscal 2025.
Investing Activities
Our capital expenditures in the first 39 weeks of fiscal 2026 consisted primarily of investments in buildings and
building improvements, technology equipment, warehouse equipment, and fleet. Our capital expenditures in the first 39 weeks
of fiscal 2026 were $71 million lower than in the first 39 weeks of fiscal 2025, primarily due to timing of capital spending.
During the first 39 weeks of fiscal 2026, we paid $189 million, net of cash acquired, primarily for the acquisitions of
Fairfax Meadow and Ginsberg’s Foods. During the first 39 weeks of fiscal 2025, we paid $40 million, net of cash acquired, for
the acquisition of Campbells Prime Meat.
During the first 39 weeks of fiscal 2026, we received $131 million in proceeds from sales of plant and equipment,
which was primarily attributable to proceeds received from sale leaseback transactions. During the first 39 weeks of fiscal 2025,
we received $169 million in proceeds from sales of plant and equipment, which was primarily attributable to proceeds received
from sale leaseback transactions.
Financing Activities
Equity Transactions
Proceeds from exercises of share-based compensation awards were $124 million in the first 39 weeks of fiscal 2026, as
compared to $96 million in the first 39 weeks of fiscal 2025. The level of option exercises, and thus proceeds, will vary from
period to period and is largely dependent on movements in our stock price and the time remaining before option grants expire.
In May 2021, our Board of Directors approved a share repurchase program to authorize the repurchase of up to
$5.0 billion of the company’s common stock, which will remain available until fully utilized. We repurchased 2,230,415 shares
for $200 million during the first 39 weeks of fiscal 2026. As of March 28, 2026, we had a remaining authorization of
approximately $1.3 billion. We repurchased no additional shares under our authorization from the end of our fiscal third quarter
through April 10, 2026.  In connection with the Proposed Transaction, we have suspended the repurchase of additional shares
for the remainder of fiscal 2026.
Dividends paid in the first 39 weeks of fiscal 2026 were $778 million, or $1.62 per share, as compared to $752 million,
or $1.53 per share, in the first 39 weeks of fiscal 2025. In February 2026, we declared our regular quarterly dividend for the
third quarter of fiscal 2026 of $0.54 per share, which was paid in April 2026. In April 2026, we declared our regular quarterly
dividend for the fourth quarter of fiscal 2026 of $0.55 per share, representing an increase of $0.01 per share. This dividend will
be payable in July 2026.
54
Debt Activity and Borrowing Availability
Our debt activity, including issuances and repayments, if any, and our borrowing availability are described in Note 8,
“Debt,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q. Our outstanding borrowings as
of March 28, 2026 are also disclosed within that note.
On March 30, 2026, we executed a commitment letter for a $22 billion senior unsecured 364-day bridge loan facility in
connection with the Proposed Transaction. Subsequent to the execution of the bridge loan facility, Sysco entered into a
$3 billion senior unsecured delayed draw term loan facility, comprising a $1.25 billion 364-day tranche and a $1.75 billion 2-
year tranche, reducing the bridge loan facility commitments from $22 billion to $19 billion.
On April 16, 2026, Sysco entered into a new long-term revolving credit facility, which replaces Sysco’s existing
$3.0 billion senior revolving credit facility that was originally entered into on September 5, 2025. The aggregate commitments
of the lenders under the new revolving credit agreement are $3.0 billion, and such commitments will increase to $4.0 billion
after the completion of the Proposed Transaction. The new revolving credit agreement has an option to increase such
commitments to $5.0 billion. See Note 15 "Subsequent Events" for more information on the terms of the Proposed Transaction.
Guarantor Summarized Financial Information
On January 19, 2011, the wholly owned U.S. Broadline subsidiaries of Sysco Corporation, which distribute a full line
of food products and a wide variety of non-food products, entered into full and unconditional guarantees of all outstanding
senior notes and debentures of Sysco Corporation. All subsequent issuances of senior notes and debentures in the U.S. and
borrowings under the company’s $3.0 billion long-term revolving credit facility have also been guaranteed by these
subsidiaries. As of March 28, 2026, Sysco had a total of $12.2 billion in senior notes, debentures and borrowings under the
long-term revolving credit facility that were guaranteed by these subsidiary guarantors. Our remaining consolidated subsidiaries
(non-guarantor subsidiaries) are not obligated under the senior notes indenture, debentures indenture or our long-term revolving
credit facility. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations –
Liquidity and Capital Resources” contained in our fiscal 2025 Form 10-K for additional information regarding the terms of the
guarantees.
Basis of Preparation of the Summarized Financial Information
The summarized financial information of Sysco Corporation (issuer), and certain wholly owned U.S. Broadline
subsidiaries (guarantors) (together, the obligor group) is presented on a combined basis with intercompany balances and
transactions between entities in the obligor group eliminated. Investments in and equity in the earnings of our non-guarantor
subsidiaries, which are not members of the obligor group, have been excluded from the summarized financial information. The
obligor group’s amounts due to, amounts due from and transactions with non-guarantor subsidiaries have been presented in
separate line items, if they are material to the obligor financials. The following tables include summarized financial information
of the obligor group for the periods presented.
55
Combined Parent and Guarantor Subsidiaries Summarized Balance Sheet
Mar. 28, 2026
Jun. 28, 2025
(In millions)
ASSETS
Receivables due from non-obligor subsidiaries
$157
$377
Current assets
7,296
6,015
Total current assets
$7,453
$6,392
Notes receivable from non-obligor subsidiaries
$1
$20
Other noncurrent assets
5,410
5,211
Total noncurrent assets
$5,411
$5,231
LIABILITIES
Payables due to non-obligor subsidiaries
$83
$61
Other current liabilities
3,512
3,214
Total current liabilities
$3,595
$3,275
Notes payable to non-obligor subsidiaries
$406
$334
Long-term debt
12,139
11,890
Other noncurrent liabilities
1,764
1,538
Total noncurrent liabilities
$14,309
$13,762
Combined Parent and Guarantor Subsidiaries Summarized Results of Operations
39-Week Period
Ended Mar. 28, 2026
(In millions)
Sales
$37,632
Gross profit
6,719
Operating income
1,599
Interest expense from non-obligor subsidiaries
111
Net earnings
956
Critical Accounting Estimates
Critical accounting estimates are those that are most important to the portrayal of our financial position and results of
operations. These require our most subjective or complex judgments, often employing the use of estimates about the effect of
matters that are inherently uncertain. We have reviewed with the Audit Committee of the Board of Directors the development
and selection of the critical accounting estimates and this related disclosure. Our most critical accounting estimates pertain to
goodwill and intangible assets, income taxes and company-sponsored pension plans, which are described in Item 7 of our fiscal
2025 Form 10-K.
As part of the rebranding initiative in the United Kingdom discussed above, we performed impairment testing on the
related indefinite-lived intangible assets during fiscal 2026. The assets were determined not to be impaired. The rebranding
initiative will result in Sysco amortizing previously indefinite-lived intangible assets on a straight-line basis over a two-year
period.
Forward-Looking Statements
Certain statements made herein that look forward in time or express management’s expectations or beliefs with respect
to the occurrence of future events are forward-looking statements under the Private Securities Litigation Reform Act of 1995.
Forward-looking statements provide current expectations of future events based on certain assumptions and include any
statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by
words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,”
“could,” “can,” “may,” “projected,” “continues,” “continuously,” variations of such terms, and similar terms and phrases
denoting anticipated or expected occurrences or results. This report contains various statements relating to future financial
performance and results, business strategy, plans, goals and objectives, including certain outlook, business trends, our dividend
56
and share repurchase programs, our expectation of future macroeconomic conditions and other statements that are not historical
facts about the expected timing and completion of the Proposed Transaction with JRD and the anticipated benefits of such
Proposed Transaction.
These statements are based on management’s current expectations and estimates; actual results may differ materially
due in part to the risk factors set forth below, those within Part II, Item 1A of this Form 10-Q and those discussed in Item 1A of
our fiscal 2025 Form 10-K:
•the risk that if sales from our locally managed customers do not grow at the same rate as sales from multi-unit
customers, our gross margins may decline;
•the risk that economic uncertainties can negatively impact consumer confidence and negatively impact foot traffic
to restaurants;
•periods of significant or prolonged inflation or deflation and their impact on our product costs and profitability
generally, and our inability to predict inflation over the long term;
•the risk that our efforts to modify truck routing in order to reduce outbound transportation costs may be
unsuccessful;
•the risk that we may not realize anticipated benefits from our operating cost reduction efforts, including our ability
to accelerate and/or identify additional administrative cost savings;
•risks related to unfavorable conditions in the Americas and Europe and the impact on our results of operations and
financial condition;
•the risks related to our efforts to implement our transformation initiatives and meet our other long-term strategic
objectives, including the risk that these efforts may not provide the expected benefits in our anticipated time
frame, if at all, and may prove costlier than expected;
•the risk that competition in our industry and the impact of GPOs may adversely impact our margins and our ability
to retain customers and make it difficult for us to maintain our market share, growth rate and profitability;
•the risk that our relationships with long-term customers may be materially diminished or terminated;
•the risk that changes in consumer eating habits could materially and adversely affect our business, financial
condition, or results of operations;
•the impact and effects of public health crises, pandemics and epidemics, and the adverse impact thereof on our
business, financial condition and results of operations;
•the risk that we may not be able to fully compensate for increases in fuel costs, and forward purchase
commitments intended to contain fuel costs could result in above market fuel costs;
•the risk of interruption of supplies and increase in product costs as a result of conditions beyond our control;
•the potential impact on our reputation and earnings of adverse publicity or lack of confidence in our products;
•risks related to unfavorable changes to the mix of locally managed customers versus corporate-managed
customers;
•difficulties in successfully expanding into international markets and complimentary lines of business;
57
•the potential impact of product liability claims;
•the risk that we fail to comply with requirements imposed by applicable law or government regulations, including
but not limited to those related to environmental and tax and accounting laws, rules and regulations;
•risks related to our ability to effectively finance and integrate acquired businesses;
•risks related to our access to borrowed funds in order to grow and any default by us under our indebtedness that
could have a material adverse impact on cash flow and liquidity;
•our level of indebtedness and the terms of our indebtedness could adversely affect our business and liquidity
position;
•the risk that we may not be able to effectively execute our capital allocation framework;
•the risk that divestiture of one or more of our businesses may not provide the anticipated effects on our operations;
•risks related to our ability to return capital to stockholders, including those related to the timing and amounts
(including any plans or commitments in respect thereof) of any dividends and share repurchases;
•due to our reliance on technology, any technology disruption or delay in implementing new technology could have
a material negative impact on our business;
•the risk of negative impacts to our business and our relationships with customers from a cybersecurity incident
and/or other technology disruptions;
•risks related to our ability to attract, motivate and retain employees, including key personnel;
•risks related to labor issues, including the renegotiation of union contracts and shortage of qualified labor;
•the risk that the exclusive forum provisions in our amended and restated bylaws could limit our stockholders’
ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees;
•the risk that the Proposed Transaction with JRD is not consummated as expected, in a timely manner or at all; and
•the risk that any of the anticipated benefits of the Proposed Transaction will not be realized or will not be realized
within the expected time period.
In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the
inclusion of such information should not be regarded as a representation by us or any other person that such results will be
achieved, and readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the
date hereof. Except as required by law, we undertake no obligation to revise the forward-looking statements contained herein to
reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. You should read this
Form 10-Q, our fiscal 2025 Form 10-K and the documents we file with the SEC, with the understanding that our actual future
results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of
our forward-looking statements by the cautionary statements referenced above.
Item 3.  Quantitative and Qualitative Disclosures about Market Risk
Our market risks consist of interest rate risk, foreign currency exchange rate risk, fuel price risk and investment risk.
For a discussion on our exposure to market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market
Risks” in our fiscal 2025 Form 10-K. There have been no significant changes to our market risks since June 28, 2025, except
for the addition of interest rate risk as a result of the Proposed Transaction. See Note 15 “Subsequent Events” for more
information on the terms of the Proposed Transaction. We have executed cash-settled deal contingent rate lock transactions to
mitigate interest rate risk on $6.3 billion of future permanent debt that could potentially be issued to finance the purchase of
JRD. As these interest rate lock transactions are contingent upon whether the transaction is successfully consummated, we have
58
not elected to apply hedge accounting at this time and any unrealized gains or losses will be recognized in Other income and
expense within our statement of consolidated results of operations.
Item 4.  Controls and Procedures
Sysco’s management, with the participation of our chief executive officer and chief financial officer, evaluated the
effectiveness of our disclosure controls and procedures as of March 28, 2026. The term “disclosure controls and procedures,” as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), means
controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company
in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the
reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management,
including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required
disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-
benefit relationship of possible controls and procedures. Sysco’s disclosure controls and procedures have been designed to
provide reasonable assurance of achieving their objectives. Based on the evaluation of our disclosure controls and procedures as
of March 28, 2026, our chief executive officer and chief financial officer concluded that, as of such date, Sysco’s disclosure
controls and procedures were effective at the reasonable assurance level.
There have been no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act) that occurred during the fiscal quarter ended March 28, 2026, that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
59
PART II – OTHER INFORMATION
Item 1.  Legal Proceedings
Environmental Matters
Item 103 of SEC Regulation S-K requires disclosure of certain environmental proceedings in which a governmental
authority is a party to and when such proceedings involve potential monetary sanctions that Sysco’s management reasonably
believes will exceed a specified threshold. Pursuant to recent SEC amendments to this Item, Sysco has chosen a reporting
threshold for such proceedings of $1 million. Applying this threshold, there are no material environmental matters to disclose
for this reporting period.
From time to time, we may be party to legal proceedings that arise in the ordinary course of our business. We do not
believe there are any pending legal proceedings that, individually or in the aggregate, will have a material adverse effect on the
company’s financial condition, results of operations or cash flows.
Item 1A.  Risk Factors
Except as provided below, there were no material changes from the Risk Factors disclosed in Item 1A of our fiscal
2025 Form 10-K.
Risks Related to the Proposed Transaction
The Proposed Transaction is subject to conditions, some or all of which may not be satisfied or completed on a
timely basis, if at all. Failure to complete the Proposed Transaction in a timely manner or at all could have adverse effects
on the company.
The completion of the Proposed Transaction is subject to a number of conditions, including the expiration or
termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, some of which are not in
our control. The failure to satisfy the required conditions could delay the completion of the Proposed Transaction for a
significant period of time or prevent it from occurring at all. A failure to complete the Proposed Transaction would mean that
we will not realize the anticipated benefits of the transaction, including our proposed expansion into the cash & carry channel.
Without realizing any of the benefits of having completed the Proposed Transaction, the Company will be subject to a number
of risks, including the following:
•the market price of our common stock could decline to the extent that the current market price reflects a market
assumption that the Proposed Transaction will be completed;
•we could owe a termination fee of $1.164 billion under certain circumstances;
•we may experience negative publicity, which could have an adverse effect on our ongoing operations, including
on our ability to retain and attract employees and those with whom we do business, such as customers, suppliers
and business partners;
•we have committed and will continue to commit time and resources to matters relating to the Proposed
Transaction that could otherwise have been devoted to ongoing business operations and pursuing other beneficial
opportunities for the company;
•we will still be required to pay significant fees and expenses relating to financing arrangements, which may
include investment banking fees and commissions, professional fees and other costs and expenses;
•we will be required to pay costs relating to the Proposed Transaction, such as legal, accounting, financial advisory
and printing fees, whether or not the Proposed Transaction is completed; and
60
•we may commit significant time and resources to defending against litigation related to any failure to complete the
Proposed Transaction or related to any enforcement proceeding commenced against the company to perform our
obligations pursuant to the transaction agreement.
In addition, one or more conditions in the transaction agreement may not be satisfied on a timely manner. A delay in
completing the Proposed Transaction could cause us to realize some or all of the expected benefits later than we otherwise
expect if the Proposed Transaction is successfully completed within the anticipated timeframe, which could result in additional
transaction costs or in other negative effects associated with uncertainty about completion of the Proposed Transaction. Any of
the foregoing could have a material adverse effect on our business, financial condition and results of operations.
We are subject to business uncertainties while the Proposed Transaction is pending.
While the Proposed Transaction is pending, uncertainty about the effect of the Proposed Transaction on employees,
clients, customers, suppliers and vendors may have an adverse effect on our ongoing business operations. These uncertainties
may impair our ability to retain and hire key personnel and maintain business relationships; result in the loss of suppliers,
customers and other business partners or in the termination of existing contracts or relationships; and divert our management’s
attention from our business as we work to take all steps necessary to close the Proposed Transaction. Any of these could have a
material adverse effect on our business and results of operations.
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
We made the following share repurchases during the third quarter of fiscal 2026:
ISSUER PURCHASES OF EQUITY SECURITIES
Period
Total Number
of Shares
Purchased (1)
Average
Price Paid
per Share
Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs (2)
Maximum Number of
Shares that May Yet Be
Purchased Under the Plans
or Programs
Month #1
 
 
 
 
December 28 - January 24
—
$—
—
—
Month #2
January 25 - February 21
1,918,075
89.64
1,912,374
—
Month #3
February 22 - March 28
318,041
89.84
318,041
—
Totals
2,236,116
$89.66
2,230,415
—
(1)
The total number of shares purchased includes 0, 5,701, and 0 shares tendered by individuals in connection with stock option exercises
in Month #1, Month #2 and Month #3, respectively.
(2)
See the discussion in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity
and Capital Resources – Equity Transactions” for additional information regarding Sysco’s share repurchase program.
On May 20, 2021, our Board of Directors approved a share repurchase program to authorize the repurchase of up to
$5.0 billion of the company’s common stock, in which the program will remain available until fully utilized.
We repurchased 2,230,415 shares for $200 million during the first 39 weeks of fiscal 2026. As of March 28, 2026, we
had a remaining authorization of approximately $1.3 billion. We repurchased no additional shares under our authorization from
the end of our fiscal third quarter through April 10, 2026.
61
Item 3.  Defaults Upon Senior Securities
None.
Item 4.  Mine Safety Disclosures
Not applicable.
Item 5.  Other Information
Insider Trading Arrangements and Policies
During the quarter ended March 28, 2026, no director or executive officer of Sysco adopted or terminated a Rule
10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (each term as defined in Item 408(a) of Regulation S-K).
Item 6.  Exhibits
The exhibits listed on the Exhibit Index below are filed as a part of this Quarterly Report on Form 10-Q.
62
EXHIBIT INDEX
2.1**
—
3.1
—
 
 
 
3.2
—
 
 
 
3.3
—
 
 
 
3.4
—
4.1
—
4.2
—
10.1**
—
22.1#
—
31.1#
—
 
 
 
31.2#
—
 
 
 
32.1*
—
 
 
 
32.2*
—
 
 
 
101.SCH#
—
Inline XBRL Taxonomy Extension Schema Document
101.CAL#
—
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF#
—
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB#
—
Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE#
—
Inline XBRL Taxonomy Extension Presentation Linkbase Document
63
104
—
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
___________
# Filed herewith
* Furnished, not filed.
**Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K,
as applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Commission upon its
request. Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon its request.
64
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)
Date: April 28, 2026
By:
/s/ KEVIN P. HOURICAN
 
Kevin P. Hourican
 
 
Chair of the Board and
Chief Executive Officer
Date: April 28, 2026
By:
/s/ BRANDON SEWELL
 
Brandon Sewell
 
 
Interim Chief Financial Officer
Date: April 28, 2026
By:
/s/ JENNIFER L. JOHNSON
 
Jennifer L. Johnson
 
Senior Vice President,
 
Chief Accounting Officer
EX-22.1 2 exhibit221subsidiariesguar.htm EX-22.1 Document
        Exhibit 22.1
SYSCO CORPORATION
SUBSIDIARY GUARANTORS AND ISSUERS OF GUARANTEED SECURITIES


Guaranteed Securities
Debentures, interest at 7.16%, maturing on April 15, 2027
Debentures, interest at 6.50%, maturing on August 1, 2028
Senior notes, interest at 5.375%, maturing on September 21, 2035
Senior notes, interest at 6.625%, maturing on March 17, 2039
Senior notes, interest at 5.95%, maturing on April 1, 2030
Senior notes, interest at 4.85%, maturing on October 1, 2045
Senior notes, interest at 6.600%, maturing on April 1, 2040
Senior notes, interest at 3.30%, maturing on July 15, 2026
Senior notes, interest at 4.50%, maturing on April 1, 2046 
Senior notes, interest at 3.250%, maturing on July 15, 2027
Senior notes, interest at 4.45%, maturing on March 15, 2048
Senior notes, interest at 2.400%, maturing on February 15, 2030
Senior notes, interest at 3.300%, maturing on February 15, 2050
Senior notes, interest at 6.600%, maturing on April 1, 2050
Senior notes, interest at 2.450%, maturing on December 14, 2031
Senior notes, interest at 3.150%, maturing on December 14, 2051
Senior notes, interest at 5.750%, maturing on January 17, 2029
Senior notes, interest at 6.000%, maturing on January 17, 2034
Senior notes, interest at 5.10%, maturing September 23, 2030
Senior notes, interest at 5.40%, maturing March 23, 2035
Senior notes, interest at 4.40%, maturing July 25, 2031
Senior notes, interest at 4.95%, maturing March 25, 2036
$3.0 Billion Revolving Credit Facility





Subsidiary Name
Issuer
Guarantor
Sysco Corporation
X
 
Sysco Albany, LLC
 
X
Sysco Asian Foods, Inc.
 
X
Sysco Atlanta, LLC
 
X
Sysco Baltimore, LLC
 
X
Sysco Baraboo, LLC
 
X
Sysco Boston, LLC
 
X
Sysco Central Alabama, LLC
 
X
Sysco Central California, Inc.
 
X
Sysco Central Florida, Inc.
 
X
Sysco Central Illinois, Inc.
 
X
Sysco Central Pennsylvania, LLC
 
X
Sysco Charlotte, LLC
 
X
Sysco Chicago, Inc.
 
X
Sysco Cincinnati, LLC
 
X
Sysco Cleveland, Inc.
 
X
Sysco Columbia, LLC
 
X
Sysco Connecticut, LLC
 
X
Sysco Detroit, LLC
 
X
Sysco Eastern Maryland, LLC
 
X
Sysco Eastern Wisconsin, LLC
 
X
Sysco Grand Rapids, LLC
 
X
Sysco Gulf Coast, LLC
 
X
Sysco Hampton Roads, Inc.
 
X
Sysco Hawaii, Inc.
 
X
Sysco Indianapolis, LLC
 
X
Sysco Iowa, Inc.
 
X
Sysco Jackson, LLC
 
X
Sysco Jacksonville, Inc.
 
X
Sysco Kansas City, Inc.
 
X
Sysco Knoxville, LLC
 
X
Sysco Lincoln, Inc.
 
X
Sysco Long Island, LLC
 
X
Sysco Los Angeles, Inc.
 
X
Sysco Louisville, Inc.
 
X
Sysco Memphis, LLC
 
X
Sysco Metro New York, LLC
 
X
Sysco Minnesota, Inc.
 
X
Sysco Montana, Inc.
 
X
Sysco Nashville, LLC
 
X
Sysco North Dakota, Inc.
 
X
Sysco Northern New England, Inc.
 
X
Sysco Philadelphia, LLC
 
X


Sysco Pittsburgh, LLC
 
X
Sysco Portland, Inc.
 
X
Sysco Raleigh, LLC
 
X
Sysco Riverside, Inc.
 
X
Sysco Sacramento, Inc.
 
X
Sysco San Diego, Inc.
 
X
Sysco San Francisco, Inc.
 
X
Sysco Seattle, Inc.
 
X
Sysco South Florida, Inc.
 
X
Sysco Southeast Florida, LLC
 
X
Sysco Spokane, Inc.
 
X
Sysco St. Louis, LLC
 
X
Sysco Syracuse, LLC
 
X
Sysco USA I, Inc.
 
X
Sysco USA II, LLC
 
X
Sysco USA III, LLC
 
X
Sysco Ventura, Inc.
 
X
Sysco Virginia, LLC
 
X
Sysco West Coast Florida, Inc.
 
X
Sysco Western Minnesota, Inc.
 
X


EX-31.1 3 exhibit311ceocertsec302-xf.htm EX-31.1 Document

Exhibit 31.1

CERTIFICATION

I, Kevin P. Hourican, certify that:

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

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

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

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 28, 2026

/s/ KEVIN P. HOURICAN
Kevin P. Hourican
Chair of the Board and Chief Executive Officer
EX-31.2 4 exhibit312cfocertsec302-xf.htm EX-31.2 Document

Exhibit 31.2

CERTIFICATION

I, Brandon Sewell, certify that:

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

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

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

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 28, 2026

/s/ BRANDON SEWELL
Brandon Sewell
Interim Chief Financial Officer


EX-32.1 5 exhibit321ceocertsec906-xf.htm EX-32.1 Document

Exhibit 32.1




CERTIFICATION PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002



I, Kevin P. Hourican, Chair of the Board and Chief Executive Officer, of Sysco Corporation (the “company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.The company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2026 (“Quarterly Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2.All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date: April 28, 2026

/s/ KEVIN P. HOURICAN
Kevin P. Hourican
Chair of the Board and Chief Executive Officer
EX-32.2 6 exhibit322cfocertsec906-xf.htm EX-32.2 Document

Exhibit 32.2




CERTIFICATION PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002



I, Brandon Sewell, Interim Chief Financial Officer, of Sysco Corporation (the “company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.The company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2026 (“Quarterly Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2.All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date: April 28, 2026

/s/ BRANDON SEWELL
Brandon Sewell
Interim Chief Financial Officer