Sysco Corp 10-Q for FY2026 Q2
Sysco Corp (SYY)
10-Q
2026-01-28
For: 2025-12-27
View Original
Added on
April 08, 2026
About this 10-Q
Sysco Corp filed this 10-Q on January 28, 2026, covering the quarter ended December 27, 2025 (FY2026 Q2).
Headline figures
Quarter ended December 27, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $20.76B
- up 3.0% from $20.15B a year earlier
- Net income
- $389M
- down 4.2% from net income of $406M a year earlier
- Diluted EPS
- $0.81
- down 1.2% from $0.82 a year earlier
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 December 27, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission File Number: 1-6544
________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||||||||
(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 | ||||||||||||
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.
| ☑ | 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
1
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | Page No. | |||||||
| PART II – OTHER INFORMATION | ||||||||
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In millions, except for share data)
| Dec. 27, 2025 | Jun. 28, 2025 | ||||||||||||||||
| (unaudited) | |||||||||||||||||
| ASSETS | |||||||||||||||||
| Current assets | |||||||||||||||||
| Cash and cash equivalents | $ | $ | |||||||||||||||
Accounts receivable, less allowances of $ | |||||||||||||||||
| Inventories | |||||||||||||||||
| Prepaid expenses and other current assets | |||||||||||||||||
| Income tax receivable | |||||||||||||||||
| Total current assets | |||||||||||||||||
| Plant and equipment at cost, less accumulated depreciation | |||||||||||||||||
| Other long-term assets | |||||||||||||||||
| Goodwill | |||||||||||||||||
| Intangibles, less amortization | |||||||||||||||||
| Deferred income taxes | |||||||||||||||||
| Operating lease right-of-use assets, net | |||||||||||||||||
| Other assets | |||||||||||||||||
| Total other long-term assets | |||||||||||||||||
| Total assets | $ | $ | |||||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||||||||
| Current liabilities | |||||||||||||||||
| Accounts payable | $ | $ | |||||||||||||||
| Accrued expenses | |||||||||||||||||
| Accrued income taxes | |||||||||||||||||
| Current operating lease liabilities | |||||||||||||||||
| Current maturities of long-term debt | |||||||||||||||||
| Total current liabilities | |||||||||||||||||
| Long-term liabilities | |||||||||||||||||
| Long-term debt | |||||||||||||||||
| Deferred income taxes | |||||||||||||||||
| Long-term operating lease liabilities | |||||||||||||||||
| Other long-term liabilities | |||||||||||||||||
| Total long-term liabilities | |||||||||||||||||
| Noncontrolling interest | |||||||||||||||||
| Shareholders’ equity | |||||||||||||||||
Preferred stock, par value $ | |||||||||||||||||
Common stock, par value $ | |||||||||||||||||
| Paid-in capital | |||||||||||||||||
| Retained earnings | |||||||||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||||||||
Treasury stock at cost, | ( | ( | |||||||||||||||
| Total shareholders’ equity | |||||||||||||||||
| Total liabilities and shareholders’ equity | $ | $ | |||||||||||||||
Note: The June 28, 2025 balance sheet has been derived from the audited financial statements at that date.
See Notes to Consolidated Financial Statements
1
Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED RESULTS OF OPERATIONS (Unaudited)
(In millions, except for share and per share data)
| 13-Week Period Ended | 26-Week Period Ended | ||||||||||||||||||||||
| Dec. 27, 2025 | Dec. 28, 2024 | Dec. 27, 2025 | Dec. 28, 2024 | ||||||||||||||||||||
| Sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Other expense (income), net | |||||||||||||||||||||||
| Earnings before income taxes | |||||||||||||||||||||||
| Income taxes | |||||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Net earnings: | |||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share | |||||||||||||||||||||||
| Average shares outstanding | |||||||||||||||||||||||
| Diluted shares outstanding | |||||||||||||||||||||||
See Notes to Consolidated Financial Statements
2
Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(In millions)
| 13-Week Period Ended | 26-Week Period Ended | ||||||||||||||||||||||||||||
| Dec. 27, 2025 | Dec. 28, 2024 | Dec. 27, 2025 | Dec. 28, 2024 | ||||||||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | ( | ||||||||||||||||||||||||||
| Items presented net of tax: | |||||||||||||||||||||||||||||
| Currency translation adjustment as a result of disposition of a foreign subsidiary | |||||||||||||||||||||||||||||
| Amortization of cash flow hedges | |||||||||||||||||||||||||||||
| Change in net investment hedges | ( | ||||||||||||||||||||||||||||
| Change in cash flow hedges | ( | ( | ( | ||||||||||||||||||||||||||
| Change in excluded components of fair value hedge | ( | ( | |||||||||||||||||||||||||||
| Amortization of actuarial loss | |||||||||||||||||||||||||||||
| Net actuarial gain and other adjustments arising in current year | |||||||||||||||||||||||||||||
| Change in marketable securities | ( | ||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||||||||
See Notes to Consolidated Financial Statements
3
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 September 27, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net earnings | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation awards | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Adjustments to redeemable non-controlling interest | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 27, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Paid-in Capital | Retained Earnings | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amounts | Totals | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 28, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net earnings | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchases | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation awards | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Adjustments to redeemable non-controlling interest | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 28, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
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 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net earnings | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation awards | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Adjustments to redeemable non-controlling interest | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 27, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Paid-in Capital | Retained Earnings | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amounts | Totals | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 29, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net earnings | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchases | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation awards | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Adjustments to redeemable non-controlling interest | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 28, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
See Notes to Consolidated Financial Statements
4
Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED CASH FLOWS (Unaudited)
(In millions)
| 26-Week Period Ended | |||||||||||
| Dec. 27, 2025 | Dec. 28, 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net earnings | $ | $ | |||||||||
| Adjustments to reconcile net earnings to cash provided by operating activities: | |||||||||||
| Share-based compensation expense | |||||||||||
| Depreciation and amortization | |||||||||||
| Operating lease asset amortization | |||||||||||
| Amortization of debt issuance and other debt-related costs | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Provision for losses on receivables | |||||||||||
| Other non-cash items | ( | ( | |||||||||
| Additional changes in certain assets and liabilities, net of effect of businesses acquired: | |||||||||||
| Increase in receivables | ( | ( | |||||||||
| Increase in inventories | ( | ( | |||||||||
| Increase in prepaid expenses and other current assets | ( | ( | |||||||||
| Decrease in accounts payable | ( | ( | |||||||||
| Increase (decrease) in accrued expenses | ( | ||||||||||
| Decrease in operating lease liabilities | ( | ( | |||||||||
| (Decrease) increase in accrued income taxes | ( | ||||||||||
| Increase in other assets | ( | ( | |||||||||
| Increase in other long-term liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Additions to plant and equipment | ( | ( | |||||||||
| Proceeds from sales of plant and equipment | |||||||||||
| Acquisition of businesses, net of cash acquired | ( | ( | |||||||||
| Purchase of marketable securities | ( | ||||||||||
| Proceeds from sales of marketable securities | |||||||||||
| Other investing activities | |||||||||||
| Net cash used for investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Bank and commercial paper borrowings, net | |||||||||||
| Other debt borrowings including senior notes | |||||||||||
| Other debt repayments including senior notes | ( | ( | |||||||||
| Proceeds from stock option exercises | |||||||||||
| Stock repurchases | ( | ||||||||||
| Dividends paid | ( | ( | |||||||||
| Other financing activities | ( | ||||||||||
| Net cash used for financing activities | ( | ( | |||||||||
| Effect of exchange rates on cash, cash equivalents and restricted cash | ( | ||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest | $ | $ | |||||||||
Income taxes, net of refunds (1) | |||||||||||
(1) | Cash paid for income taxes, net for the 26 weeks ended December 27, 2025 and December 28, 2024 includes $ | |||||||||||||
See Notes to Consolidated Financial Statements
5
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 on the consolidated balance sheets, are as follows:
| Dec. 27, 2025 | Jun. 28, 2025 | ||||||||||
| (In millions) | |||||||||||
| Financed payment obligations | $ | $ | |||||||||
Accounts Receivable, Less Allowances
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 $205 million and $189 million at December 27, 2025 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:
6
| Dec. 27, 2025 | Dec. 28, 2024 | ||||||||||
| (In millions) | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Restricted cash (1) | |||||||||||
| Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows | $ | $ | |||||||||
(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:
| Dec. 27, 2025 | Dec. 28, 2024 | ||||||||||
| (In millions) | |||||||||||
| Non-cash investing and financing activities: | |||||||||||
| Plant and equipment acquired through financing programs | $ | $ | |||||||||
| Assets obtained in exchange for finance lease obligations | |||||||||||
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), on a prospective basis. Early adoption is permitted. We are currently evaluating the effect of adopting ASU 2023-09 on our disclosures.
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 $5.2 billion and $5.1 billion as of December 27, 2025 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 Dec. 27, 2025 | ||||||||||||||||||||||||||||||||
| US Foodservice Operations | International Foodservice Operations | SYGMA | Other | Total | ||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||
| Principal Product Categories | ||||||||||||||||||||||||||||||||
| Fresh and frozen meats | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Canned and dry products | ||||||||||||||||||||||||||||||||
| Frozen fruits, vegetables, bakery and other | ||||||||||||||||||||||||||||||||
| Dairy products | ||||||||||||||||||||||||||||||||
| Poultry | ||||||||||||||||||||||||||||||||
| Fresh produce | ||||||||||||||||||||||||||||||||
| Paper and disposables | ||||||||||||||||||||||||||||||||
| Beverage products | ||||||||||||||||||||||||||||||||
| Seafood | ||||||||||||||||||||||||||||||||
| Equipment and smallwares | ||||||||||||||||||||||||||||||||
Other (1) | ||||||||||||||||||||||||||||||||
| Total Sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
(1) | Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products, and medical supplies. | ||||
7
| 13-Week Period Ended Dec. 28, 2024 | ||||||||||||||||||||||||||||||||
| US Foodservice Operations | International Foodservice Operations | SYGMA | Other | Total | ||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||
| Principal Product Categories | ||||||||||||||||||||||||||||||||
| Fresh and frozen meats | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Canned and dry products | ||||||||||||||||||||||||||||||||
| Frozen fruits, vegetables, bakery and other | ||||||||||||||||||||||||||||||||
| Dairy products | ||||||||||||||||||||||||||||||||
| Poultry | ||||||||||||||||||||||||||||||||
| Fresh produce | ||||||||||||||||||||||||||||||||
| Paper and disposables | ||||||||||||||||||||||||||||||||
| Beverage products | ||||||||||||||||||||||||||||||||
| Seafood | ||||||||||||||||||||||||||||||||
| Equipment and smallwares | ||||||||||||||||||||||||||||||||
Other (1) | ||||||||||||||||||||||||||||||||
| Total Sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
(1) | Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products, and medical supplies. | ||||
| 26-Week Period Ended Dec. 27, 2025 | ||||||||||||||||||||||||||||||||
| US Foodservice Operations | International Foodservice Operations | SYGMA | Other | Total | ||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||
| Principal Product Categories | ||||||||||||||||||||||||||||||||
| Fresh and frozen meats | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Canned and dry products | ||||||||||||||||||||||||||||||||
| Frozen fruits, vegetables, bakery and other | ||||||||||||||||||||||||||||||||
| Dairy products | ||||||||||||||||||||||||||||||||
| Poultry | ||||||||||||||||||||||||||||||||
| Fresh produce | ||||||||||||||||||||||||||||||||
| Paper and disposables | ||||||||||||||||||||||||||||||||
| Beverage products | ||||||||||||||||||||||||||||||||
| Seafood | ||||||||||||||||||||||||||||||||
| Equipment and smallwares | ||||||||||||||||||||||||||||||||
Other (1) | ||||||||||||||||||||||||||||||||
| Total Sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
(1) | Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products, and medical supplies. | ||||
8
| 26-Week Period Ended Dec. 28, 2024 | ||||||||||||||||||||||||||||||||
| US Foodservice Operations | International Foodservice Operations | SYGMA | Other | Total | ||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||
| Principal Product Categories | ||||||||||||||||||||||||||||||||
| Fresh and frozen meats | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Canned and dry products | ||||||||||||||||||||||||||||||||
| Frozen fruits, vegetables, bakery and other | ||||||||||||||||||||||||||||||||
| Dairy products | ||||||||||||||||||||||||||||||||
| Poultry | ||||||||||||||||||||||||||||||||
| Fresh produce | ||||||||||||||||||||||||||||||||
| Paper and disposables | ||||||||||||||||||||||||||||||||
| Beverage products | ||||||||||||||||||||||||||||||||
| Seafood | ||||||||||||||||||||||||||||||||
| Equipment and smallwares | ||||||||||||||||||||||||||||||||
Other (1) | ||||||||||||||||||||||||||||||||
| Total Sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
(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
4. ACQUISITIONS
During the first 26 weeks of fiscal 2026, the company paid cash of $133 million 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.
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 December 27, 2025 and June 28, 2025:
| Assets Measured at Fair Value as of Dec. 27, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Restricted cash | |||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Assets Measured at Fair Value as of Jun. 28, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Restricted cash | |||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | |||||||||||||||||||
10
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 26 weeks of fiscal 2026.
The following table presents our available-for-sale marketable securities as of December 27, 2025 and June 28, 2025:
| Dec. 27, 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 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
| Government bonds | ( | ||||||||||||||||||||||||||||||||||
| Total marketable securities | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
| 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 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
| Government bonds | ( | ||||||||||||||||||||||||||||||||||
| Total marketable securities | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
As of December 27, 2025, 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.
| Dec. 27, 2025 | |||||
| (In millions) | |||||
| Due in one year or less | $ | ||||
| Due after one year through five years | |||||
| Due after five years | |||||
| Total | $ | ||||
There were no significant realized gains or losses in marketable securities in the first 26 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.
11
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. 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).
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 earnings impact of the excluded components. Unrealized gains or losses on components excluded from hedge effectiveness are recorded within accumulated other comprehensive income (loss) and recognized into earnings over the life of the hedged instrument.
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.
12
None of our hedging instruments contain credit-risk-related contingent features. Details of outstanding hedging instruments as of December 27, 2025 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 | |||||||||||||
| March 2035 | U.S. Dollar | |||||||||||||
| Hedging of foreign currency risk | ||||||||||||||
| January 2029 | Euro | |||||||||||||
| September 2030 | Canadian Dollar | |||||||||||||
| Hedging of fuel risk | ||||||||||||||
| Various (December 2025 to October 2027) | Gallons | |||||||||||||
The location and the fair value of derivative instruments designated as hedges in the consolidated balance sheets as of December 27, 2025 and June 28, 2025 are as follows:
| Derivative Fair Value | |||||||||||||||||
| Balance Sheet location | Dec. 27, 2025 | Jun. 28, 2025 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Fair Value Hedges: | |||||||||||||||||
| Interest rate swaps | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
| Interest rate swaps | Other assets | ||||||||||||||||
| Interest rate swaps | Accrued expenses | ||||||||||||||||
| Cash Flow Hedges: | |||||||||||||||||
| Fuel swaps | Accrued expenses | $ | $ | ||||||||||||||
| Fuel swaps | Other long-term liabilities | ||||||||||||||||
| Net Investment Hedges: | |||||||||||||||||
| Cross currency swaps | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
| Cross currency swaps | Other assets | ||||||||||||||||
| Cross currency swaps | Accrued expenses | ||||||||||||||||
| Cross currency swaps | Other long-term liabilities | ||||||||||||||||
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:
13
| 13-Week Period Ended | 26-Week Period Ended | |||||||||||||||||||||||||
| Dec. 27, 2025 | Dec. 28, 2024 | Dec. 27, 2025 | Dec. 28, 2024 | |||||||||||||||||||||||
| (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 | $ | $ | $ | $ | ||||||||||||||||||||||
| Gain or (loss) on fair value hedging relationships: | ||||||||||||||||||||||||||
| Interest rate swaps: | ||||||||||||||||||||||||||
| Hedged items | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
| Derivatives designated as hedging instruments | ( | ( | ( | ( | ||||||||||||||||||||||
| Cross currency swaps and foreign currency forwards: | ||||||||||||||||||||||||||
| Hedged items | $ | $ | $ | $ | ||||||||||||||||||||||
| Derivatives designated as hedging instruments | ( | ( | ||||||||||||||||||||||||
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 | 26-Week Period Ended | |||||||||||||||||||||||||
| Dec. 27, 2025 | Dec. 28, 2024 | Dec. 27, 2025 | Dec. 28, 2024 | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Interest expense | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| (Increase) decrease in fair value of debt | ||||||||||||||||||||||||||
| Foreign currency gain (loss) | ||||||||||||||||||||||||||
| Hedged items | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
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 December 27, 2025 and December 28, 2024, presented on a pretax basis, are as follows:
14
| 13-Week Period Ended Dec. 27, 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 | $ | ( | Operating expense | $ | ( | |||||||||||||||
| Derivatives in net investment hedging relationships: | ||||||||||||||||||||
| Cross currency contracts | $ | ( | N/A | $ | ||||||||||||||||
| 13-Week Period Ended Dec. 28, 2024 | ||||||||||||||||||||
| 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 | $ | Operating expense | $ | |||||||||||||||||
| Derivatives in net investment hedging relationships: | ||||||||||||||||||||
| Cross currency contracts | $ | N/A | $ | |||||||||||||||||
| Derivatives in fair value hedging relationships: | ||||||||||||||||||||
| Change in excluded component of fair value hedge | $ | ( | Other expense (income) | $ | ||||||||||||||||
15
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 26-week periods ended December 27, 2025 and December 28, 2024, presented on a pretax basis, are as follows:
| 26-Week Period Ended Dec. 27, 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 | $ | ( | Operating expense | $ | |||||||||||||
| Derivatives in net investment hedging relationships: | |||||||||||||||||
| Cross currency contracts | $ | N/A | $ | ||||||||||||||
| 26-Week Period Ended Dec. 28, 2024 | |||||||||||||||||
| 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 | $ | ( | Operating expense | $ | |||||||||||||
| Foreign currency contracts | ( | Cost of sales / Other income | |||||||||||||||
| Total | $ | ( | $ | ||||||||||||||
| Derivatives in net investment hedging relationships: | |||||||||||||||||
| Cross currency contracts | $ | N/A | $ | ||||||||||||||
| Derivatives in fair value hedging relationships: | |||||||||||||||||
| Change in excluded component of fair value hedge | $ | ( | Other expense (income) | $ | |||||||||||||
The location and carrying amount of hedged liabilities in the consolidated balance sheet as of December 27, 2025 are as follows:
| Dec. 27, 2025 | |||||||||||
| 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: | |||||||||||
| $ | ( | $ | ( | ||||||||
The carrying amount of hedged liabilities in the consolidated balance sheet as of June 28, 2025 is $1.1 billion.
16
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 December 27, 2025, there were no borrowings outstanding under this facility.
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 December 27, 2025, there were $795 million in U.S. commercial paper issuances outstanding under this program. We also 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 December 27, 2025, there were €440 million (the equivalent of $518 million) in commercial paper issuances outstanding in Europe.
The total carrying value of our debt was $13.6 billion as of December 27, 2025 and $13.3 billion as of June 28, 2025. The increase in the carrying value of our debt during the 26-week period ended December 27, 2025 was due to new commercial paper issuances, 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.
9. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
| 13-Week Period Ended | 26-Week Period Ended | ||||||||||||||||||||||
| Dec. 27, 2025 | Dec. 28, 2024 | Dec. 27, 2025 | Dec. 28, 2024 | ||||||||||||||||||||
| (In millions, except for share and per share data) | (In millions, except for share and per share data) | ||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average basic shares outstanding | |||||||||||||||||||||||
| Dilutive effect of share-based awards | |||||||||||||||||||||||
| Weighted-average diluted shares outstanding | |||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
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 $430 million and $176 million for the second quarter of fiscal 2026 and fiscal 2025, respectively. Comprehensive income was $876 million and $839 million for the first 26 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:
17
| 13-Week Period Ended Dec. 27, 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 | $ | $ | $ | |||||||||||||||||||
| Hedging instruments: | |||||||||||||||||||||||
| Other comprehensive income (loss) before reclassification adjustments: | |||||||||||||||||||||||
| Change in cash flow hedges | Operating expenses | ( | ( | ( | |||||||||||||||||||
| Change in net investment hedges | N/A | ( | ( | ( | |||||||||||||||||||
| Total other comprehensive income before reclassification adjustments | ( | ( | ( | ||||||||||||||||||||
| Reclassification adjustments: | |||||||||||||||||||||||
| Amortization of cash flow hedges | Interest expense | ||||||||||||||||||||||
| Reclassification adjustments: | |||||||||||||||||||||||
| Amortization of actuarial loss, net | Other expense (income), net | ||||||||||||||||||||||
| Total reclassification adjustments | |||||||||||||||||||||||
| Total other comprehensive income (loss) | $ | $ | ( | $ | |||||||||||||||||||
| 13-Week Period Ended Dec. 28, 2024 | |||||||||||||||||||||||
| 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 | $ | ( | $ | $ | ( | |||||||||||||||||
| Currency translation adjustment as a result of disposition of a foreign subsidiary | Operating expense | ||||||||||||||||||||||
| Hedging instruments: | |||||||||||||||||||||||
| Other comprehensive income (loss) before reclassification adjustments: | |||||||||||||||||||||||
| Change in excluded component of fair value hedge | Other expense (income), net | ( | ( | ||||||||||||||||||||
| Change in cash flow hedges | Operating expenses | ||||||||||||||||||||||
| Change in net investment hedges | N/A | ||||||||||||||||||||||
| Total other comprehensive income before reclassification adjustments | |||||||||||||||||||||||
| Reclassification adjustments: | |||||||||||||||||||||||
| Amortization of cash flow hedges | Interest expense | ||||||||||||||||||||||
| Pension and other postretirement benefit plans: | |||||||||||||||||||||||
| Reclassification adjustments: | |||||||||||||||||||||||
| Amortization of actuarial loss, net | Other expense (income), net | ||||||||||||||||||||||
| Total reclassification adjustments | |||||||||||||||||||||||
| Marketable securities: | |||||||||||||||||||||||
| Change in marketable securities | N/A | ( | ( | ( | |||||||||||||||||||
| Total other comprehensive income (loss) | $ | ( | $ | $ | ( | ||||||||||||||||||
18
| 26-Week Period Ended Dec. 27, 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 | $ | ( | $ | $ | ( | |||||||||||||||||
| Hedging instruments: | |||||||||||||||||||||||
| Other comprehensive income (loss) before reclassification adjustments: | |||||||||||||||||||||||
| Change in cash flow hedges | Operating expenses | ( | ( | ( | |||||||||||||||||||
| Change in net investment hedges | N/A | ||||||||||||||||||||||
| Total other comprehensive (loss) before reclassification adjustments | |||||||||||||||||||||||
| Reclassification adjustments: | |||||||||||||||||||||||
| Amortization of cash flow hedges | Interest expense | ||||||||||||||||||||||
| Pension and other postretirement benefit plans: | |||||||||||||||||||||||
| Other comprehensive income before reclassification adjustments: | |||||||||||||||||||||||
| Net actuarial gain arising in the current year | |||||||||||||||||||||||
| Reclassification adjustments: | |||||||||||||||||||||||
| Amortization of actuarial loss, net | Other expense (income), net | ||||||||||||||||||||||
| Total reclassification adjustments | |||||||||||||||||||||||
| Marketable securities: | |||||||||||||||||||||||
| Change in marketable securities | Other expense (income), net | ||||||||||||||||||||||
| Total other comprehensive income (loss) | $ | $ | $ | ||||||||||||||||||||
19
| 26-Week Period Ended Dec. 28, 2024 | |||||||||||||||||||||||
| 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 | $ | ( | $ | $ | ( | |||||||||||||||||
| Currency translation adjustment as a result of disposition of a foreign subsidiary | Operating expense | ||||||||||||||||||||||
| Hedging instruments: | |||||||||||||||||||||||
| Other comprehensive income (loss) before reclassification adjustments: | |||||||||||||||||||||||
| Change in excluded component of fair value hedge | Other expense (income), net | ( | ( | ||||||||||||||||||||
| Change in cash flow hedges | Operating expense | ( | ( | ( | |||||||||||||||||||
| Change in net investment hedges | N/A | ||||||||||||||||||||||
| Total other comprehensive (loss) before reclassification adjustments | ( | ( | ( | ||||||||||||||||||||
| Reclassification adjustments: | |||||||||||||||||||||||
| Amortization of cash flow hedges | Interest expense | ||||||||||||||||||||||
| Pension and other postretirement benefit plans: | |||||||||||||||||||||||
| Other comprehensive income before reclassification adjustments: | |||||||||||||||||||||||
| Net actuarial gain arising in the current year | |||||||||||||||||||||||
| Reclassification adjustments: | |||||||||||||||||||||||
| Amortization of actuarial loss, net | Other expense (income), net | ||||||||||||||||||||||
| Total reclassification adjustments | |||||||||||||||||||||||
| Marketable securities: | |||||||||||||||||||||||
| Change in marketable securities | N/A | ||||||||||||||||||||||
| Total other comprehensive income (loss) | $ | ( | $ | $ | ( | ||||||||||||||||||
20
The following tables provide a summary of the changes in accumulated other comprehensive (loss) income for the periods presented:
| 13-Week Period Ended Dec. 27, 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 Sep. 27, 2025 | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Equity adjustment from foreign currency translation | — | — | — | ||||||||||||||||||||||||||
| Amortization of cash flow hedges | — | — | — | ||||||||||||||||||||||||||
| Change in net investment hedges | — | ( | — | — | ( | ||||||||||||||||||||||||
| Change in cash flow hedges | — | ( | — | — | ( | ||||||||||||||||||||||||
| Amortization of unrecognized net actuarial losses | — | — | — | ||||||||||||||||||||||||||
| Balance as of Dec. 27, 2025 | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||
| 13-Week Period Ended Dec. 28, 2024 | |||||||||||||||||||||||||||||
| 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 Sep. 28, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Equity adjustment from foreign currency translation | ( | — | — | — | ( | ||||||||||||||||||||||||
Currency translation adjustment as a result of disposition of a foreign subsidiary | — | — | — | ||||||||||||||||||||||||||
| Amortization of cash flow hedges | — | — | — | ||||||||||||||||||||||||||
| Change in net investment hedges | — | — | — | ||||||||||||||||||||||||||
| Change in cash flow hedges | — | — | — | ||||||||||||||||||||||||||
Change in excluded component of fair value hedge | — | ( | — | — | ( | ||||||||||||||||||||||||
| Amortization of unrecognized net actuarial losses | — | — | — | ||||||||||||||||||||||||||
| Change in marketable securities | — | — | — | ( | ( | ||||||||||||||||||||||||
Balance as of Dec. 28, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
21
| 26-Week Period Ended Dec. 27, 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. 28, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Equity adjustment from foreign currency translation | ( | — | — | — | ( | ||||||||||||||||||||||||
| Amortization of cash flow hedges | — | — | — | ||||||||||||||||||||||||||
| Change in net investment hedges | — | — | — | ||||||||||||||||||||||||||
| Change in cash flow hedges | — | ( | — | — | ( | ||||||||||||||||||||||||
| Amortization of unrecognized net actuarial losses | — | — | — | ||||||||||||||||||||||||||
| Net actuarial loss arising in the current year | — | — | — | ||||||||||||||||||||||||||
| Change in marketable securities | — | — | — | ||||||||||||||||||||||||||
| Balance as of Dec. 27, 2025 | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||
| 26-Week Period Ended Dec. 28, 2024 | |||||||||||||||||||||||||||||
| 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 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Equity adjustment from foreign currency translation | ( | — | — | — | ( | ||||||||||||||||||||||||
| Currency translation adjustment as a result of disposition of a foreign subsidiary | — | — | — | ||||||||||||||||||||||||||
| Amortization of cash flow hedges | — | — | — | ||||||||||||||||||||||||||
| Change in net investment hedges | — | — | — | ||||||||||||||||||||||||||
| Change in cash flow hedges | — | ( | — | — | ( | ||||||||||||||||||||||||
Change in excluded component of fair value hedge | — | ( | — | — | ( | ||||||||||||||||||||||||
| Amortization of unrecognized net actuarial losses | — | — | — | ||||||||||||||||||||||||||
| Net actuarial gain arising in the current year | — | — | — | ||||||||||||||||||||||||||
| Change in marketable securities | — | — | — | ||||||||||||||||||||||||||
| Balance as of Dec. 28, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
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 26 weeks of fiscal 2026, options to purchase 724,780 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 26 weeks of fiscal 2026 was $19.53 .
22
In the first 26 weeks of fiscal 2026, employees were granted 456,430 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 vesting period. The weighted average grant-date fair value per PSU granted during the first 26 weeks of fiscal 2026 was $86.23 . 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 26 weeks of fiscal 2026, employees were granted 1,335,474 restricted stock units. The weighted average grant-date fair value per restricted stock unit granted during the first 26 weeks of fiscal 2026 was $77.48 .
Employee Stock Purchase Plan
Plan participants purchased 541,312 shares of common stock under the ESPP during the first 26 weeks of fiscal 2026. The weighted average fair value per employee stock purchase right issued pursuant to the ESPP was $11.74 during the first 26 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 $64 million and $60 million for the first 26 weeks of fiscal 2026 and fiscal 2025, respectively.
As of December 27, 2025, there was a total of $188 million of unrecognized compensation cost related to share-based compensation arrangements. This cost is expected to be recognized over a weighted-average period of 2.00 years.
12. INCOME TAXES
Effective Tax Rate
The effective tax rates for the second quarter and first 26 weeks of fiscal 2026 were 23.8 % and 22.1 %, 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 rate for both the second quarter and first 26 weeks of fiscal 2025 was 23.8
Uncertain Tax Positions
As of December 27, 2025, the gross amount of unrecognized tax benefit and related accrued interest was $68 million and $19 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.
23
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 approximately $200 million of Transferable Tax Credits which will be applied against our fiscal 2026 federal income taxes.
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.
24
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 December 27, 2025 | ||||||||||||||||||||||||||||||||
| U.S. Foodservice Operations | International Foodservice Operations | SYGMA | Other | Total | ||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||
| Operations expense | ||||||||||||||||||||||||||||||||
| Selling, general & administrative expense | ||||||||||||||||||||||||||||||||
| Total segment operating income | ||||||||||||||||||||||||||||||||
| Global Support Center | ( | |||||||||||||||||||||||||||||||
| Total operating income | ||||||||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||||||||
| Other expense (income), net | ||||||||||||||||||||||||||||||||
| Earnings before income taxes | $ | |||||||||||||||||||||||||||||||
| 13-Week Period Ended December 28, 2024 | ||||||||||||||||||||||||||||||||
| U.S. Foodservice Operations | International Foodservice Operations | SYGMA | Other | Total | ||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||
| Operations expense | ||||||||||||||||||||||||||||||||
| Selling, general & administrative expense | ||||||||||||||||||||||||||||||||
| Total segment operating income | ||||||||||||||||||||||||||||||||
| Global Support Center | ( | |||||||||||||||||||||||||||||||
| Total operating income | ||||||||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||||||||
| Other expense (income), net | ||||||||||||||||||||||||||||||||
| Earnings before income taxes | $ | |||||||||||||||||||||||||||||||
25
| 26-Week Period Ended December 27, 2025 | ||||||||||||||||||||||||||||||||
| U.S. Foodservice Operations | International Foodservice Operations | SYGMA | Other | Total | ||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||
| Operations expense | ||||||||||||||||||||||||||||||||
| Selling, general & administrative expense | ||||||||||||||||||||||||||||||||
| Total segment operating income | ||||||||||||||||||||||||||||||||
| Global Support Center | ( | |||||||||||||||||||||||||||||||
| Total operating income | ||||||||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||||||||
| Other expense (income), net | ||||||||||||||||||||||||||||||||
| Earnings before income taxes | $ | |||||||||||||||||||||||||||||||
| 26-Week Period Ended December 28, 2024 | ||||||||||||||||||||||||||||||||
| U.S. Foodservice Operations | International Foodservice Operations | SYGMA | Other | Total | ||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||
| Operations expense | ||||||||||||||||||||||||||||||||
| Selling, general & administrative expense | ||||||||||||||||||||||||||||||||
| Total segment operating income | ||||||||||||||||||||||||||||||||
| Global Support Center | ( | |||||||||||||||||||||||||||||||
| Total operating income | ||||||||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||||||||
| Other expense (income), net | ||||||||||||||||||||||||||||||||
| Earnings before income taxes | $ | |||||||||||||||||||||||||||||||
26
| 13-Week Period Ended | 13-Week Period Ended | |||||||||||||
| Dec. 27, 2025 | Dec. 28, 2024 | |||||||||||||
| Depreciation and amortization: | (In millions) | |||||||||||||
| U.S. Foodservice Operations | $ | $ | ||||||||||||
| International Foodservice Operations | ||||||||||||||
| SYGMA | ||||||||||||||
| Other | ||||||||||||||
| Total segments | ||||||||||||||
| Global Support Center | ||||||||||||||
| Total | $ | $ | ||||||||||||
| 26-Week Period Ended | 26-Week Period Ended | |||||||||||||
| Dec. 27, 2025 | Dec. 28, 2024 | |||||||||||||
| Depreciation and amortization: | (In millions) | |||||||||||||
| U.S. Foodservice Operations | $ | $ | ||||||||||||
| International Foodservice Operations | ||||||||||||||
| SYGMA | ||||||||||||||
| Other | ||||||||||||||
| Total segments | ||||||||||||||
| Global Support Center | ||||||||||||||
| Total | $ | $ | ||||||||||||
| 13-Week Period Ended | 13-Week Period Ended | |||||||||||||
| Dec. 27, 2025 | Dec. 28, 2024 | |||||||||||||
| Capital Expenditures: | (In millions) | |||||||||||||
| U.S. Foodservice Operations | $ | $ | ||||||||||||
| International Foodservice Operations | ||||||||||||||
| SYGMA | ||||||||||||||
| Other | ||||||||||||||
| Total segments | ||||||||||||||
| Global Support Center | ||||||||||||||
| Total | $ | $ | ||||||||||||
| 26-Week Period Ended | 26-Week Period Ended | |||||||||||||
| Dec. 27, 2025 | Dec. 28, 2024 | |||||||||||||
| Capital Expenditures: | (In millions) | |||||||||||||
| U.S. Foodservice Operations | $ | $ | ||||||||||||
| International Foodservice Operations | ||||||||||||||
| SYGMA | ||||||||||||||
| Other | ||||||||||||||
| Total segments | ||||||||||||||
| Global Support Center | ||||||||||||||
| Total | $ | $ | ||||||||||||
27
| Dec. 27, 2025 | Jun. 28, 2025 | |||||||||||||
| Assets: | (In millions) | |||||||||||||
| U.S. Foodservice Operations | $ | $ | ||||||||||||
| International Foodservice Operations | ||||||||||||||
| SYGMA | ||||||||||||||
| Other | ||||||||||||||
| Total segments | ||||||||||||||
| Global Support Center | ||||||||||||||
| Total | $ | $ | ||||||||||||
28
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 second quarter of fiscal 2026 results included sales growth of 3.0% as compared to the second quarter of fiscal 2025, driven by increased sales in our U.S. Foodservice Operations, International Foodservice Operations, and SYGMA segments. Our gross profit increased 3.9% compared to the second quarter of fiscal 2025, due to our strategic sourcing efforts and effective management of product cost inflation. Operating income decreased 2.8% compared to the second quarter of fiscal 2025, due to increased restructuring and transformational project costs and acquisition-related costs. We consider these “Certain Item” expenses (as defined below). Excluding Certain Item expenses, adjusted operating income increased 3.1% as compared to the second quarter of fiscal 2025. Our net earnings for the second quarter of fiscal 2026 decreased 4.2% as compared to the second quarter of fiscal 2025. Excluding Certain Item expenses, adjusted net earnings increased by 3.9% as compared to the second 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 second quarter of fiscal 2026 to the second quarter of fiscal 2025 are presented below:
•Sales:
◦increased 3.0%, or $611 million, to $20.8 billion;
•Operating income:
◦decreased 2.8%, or $20 million, to $692 million;
◦adjusted operating income increased 3.1%, or $24 million, to $807 million;
•Net earnings:
◦decreased 4.2%, or $17 million, to $389 million;
◦adjusted net earnings increased 3.9%, or $18 million, to $476 million;
•Basic earnings per share:
◦decreased 2.4%, or $0.02, to $0.81 per share;
•Diluted earnings per share:
◦decreased 1.2% or $0.01, to $0.81 per share;
◦adjusted diluted earnings per share increased 6.5%, or $0.06, to $0.99 per share;
•EBITDA:
◦decreased 0.9%, or $8 million, to $923 million; and
◦adjusted EBITDA increased 3.3%, or $32 million, to $1.0 billion.
Comparisons of results from the first 26 weeks of fiscal 2026 to the first 26 weeks of fiscal 2025 are presented below:
•Sales:
◦increased 3.1%, or $1.3 billion, to $41.9 billion;
•Operating income:
◦decreased 1.7%, or $26 million, to $1.5 billion;
◦adjusted operating income increased 3.1%, or $51 million, to $1.7 billion;
•Net earnings:
◦decreased 3.3%, or $30 million, to $866 million;
◦adjusted net earnings increased 3.1%, or $31 million, to $1.0 billion;
•Basic earnings per share:
◦decreased 0.5%, or $0.01, to $1.81 per share;
•Diluted earnings per share:
◦decreased 1.1% , or $0.02 to $1.80 per share;
◦adjusted diluted earnings per share increased 5.9%, or $0.12, to $2.14 per share;
•EBITDA:
◦decreased 2.0%, or $39 million, to $1.9 billion; and
◦adjusted EBITDA increased 1.7%, or $34 million, to $2.1 billion.
29
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.
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 restaurant trends experienced a sequential decline of 230 basis points for the second quarter of fiscal 2026 as compared to foot traffic to restaurant trends experienced in the first quarter of fiscal 2026. Our U.S. Foodservice Operations local case growth trends experienced a sequential improvement of 140 basis points during the same time period, despite the industry’s foot traffic trends. The macroeconomic environment was similar in the second quarter of fiscal 2026 as compared to the three prior fiscal quarters, 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 3.0% and 3.1% in the second quarter and first 26 weeks of fiscal 2026, respectively, as compared to the second quarter and first 26 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 0.8% and 0.4% increase in U.S. Foodservice Operations case volume in the second quarter and first 26 weeks of fiscal 2026, respectively, as compared to the second quarter and first 26 weeks of fiscal 2025. Our volume growth trends were attributable to local case volume increasing 1.2% and 0.5% in the second quarter and first 26 weeks of fiscal 2026, respectively, as compared to the second quarter and first 26 weeks of fiscal 2025. Our local case volumes have improved due to an increase in new customers, a reduction in lost customers, and improved productivity of our sales consultants. National case volume increased 0.4% and 0.6% in the second quarter and first 26 weeks of fiscal 2026, respectively, as compared to the second quarter and first 26 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 our volume growth trends to continue in the second half of fiscal 2026 due to improved productivity of our sales consultants.
We experienced inflation at a rate of 2.9% in the second quarter of fiscal 2026, at the total enterprise level, primarily driven by inflation in the meat and seafood categories. We continue to address inflation by successfully managing through cost increases in a timely manner. Gross margin increased 15 and 14 basis points in the second quarter and first 26 weeks of fiscal 2026, respectively, as compared to the second quarter and first 26 weeks of fiscal 2025, primarily due to benefits from our strategic sourcing initiatives and the effective management of product cost inflation.
Operating Expense Trends
Total operating expenses were $3.1 billion and $6.2 billion in the second quarter and first 26 weeks of fiscal 2026, a 5.5% and 5.4% increase compared to the second quarter and first 26 weeks of fiscal 2025, respectively. Total adjusted operating expenses were $3.0 billion and $6.0 billion in the second quarter and first 26 weeks of fiscal 2026, a 4.1% and 4.2% increase compared to the second quarter and first 26 weeks of fiscal 2025, respectively. Operating expenses increased primarily due to sales headcount investments, a decrease in gains on sale leaseback transactions, higher incentive compensation, increased acquisition-related costs, and increased costs associated with expanded building capacity, partially offset by decreases in insurance costs. Adjusted operating expenses were 14.4% and 14.3% of sales during the second quarter and first 26 weeks of fiscal 2026, which represents a 15 and 14 basis point increase as compared to the second quarter and first 26 weeks of fiscal 2025, respectively, as a result of sales headcount investments, a decrease in gains on sale leaseback transactions, higher incentive compensation, and increased costs associated with expanded building capacity in higher growth areas of the business, partially offset by decreases in insurance costs.
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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 for the remainder of fiscal 2026. This amortization expense will be treated as a Certain Item, similar to how we have treated amortization expense on 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 second quarter and first 26 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 second quarter and first 26 weeks of fiscal 2026.
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.
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 | 26-Week Period Ended | ||||||||||||||||||||||
| Dec. 27, 2025 | Dec. 28, 2024 | Dec. 27, 2025 | Dec. 28, 2024 | ||||||||||||||||||||
| Sales | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||||||||
| Cost of sales | 81.7 | 81.9 | 81.6 | 81.8 | |||||||||||||||||||
| Gross profit | 18.3 | 18.1 | 18.4 | 18.2 | |||||||||||||||||||
| Operating expenses | 15.0 | 14.6 | 14.8 | 14.5 | |||||||||||||||||||
| Operating income | 3.3 | 3.5 | 3.6 | 3.7 | |||||||||||||||||||
| Interest expense | 0.8 | 0.8 | 0.8 | 0.8 | |||||||||||||||||||
| Other expense (income), net | — | 0.1 | 0.1 | — | |||||||||||||||||||
| Earnings before income taxes | 2.5 | 2.6 | 2.7 | 2.9 | |||||||||||||||||||
| Income taxes | 0.6 | 0.6 | 0.6 | 0.7 | |||||||||||||||||||
| Net earnings | 1.9 | % | 2.0 | % | 2.1 | % | 2.2 | % | |||||||||||||||
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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 | 26-Week Period Ended | ||||||||||
| Dec. 27, 2025 | Dec. 27, 2025 | ||||||||||
| Sales | 3.0 | % | 3.1 | % | |||||||
| Cost of sales | 2.8 | 3.0 | |||||||||
| Gross profit | 3.9 | 3.9 | |||||||||
| Operating expenses | 5.5 | 5.4 | |||||||||
| Operating income | (2.8) | (1.7) | |||||||||
| Interest expense | 8.1 | 7.8 | |||||||||
Other expense (income), net (1) (2) | (52.6) | 52.0 | |||||||||
| Earnings before income taxes | (4.3) | (5.4) | |||||||||
| Income taxes | (4.7) | (12.2) | |||||||||
| Net earnings | (4.2) | % | (3.3) | % | |||||||
| Basic earnings per share | (2.4) | % | (0.5) | % | |||||||
| Diluted earnings per share | (1.2) | (1.1) | |||||||||
| Average shares outstanding | (2.3) | (2.5) | |||||||||
| Diluted shares outstanding | (2.5) | (2.6) | |||||||||
(1) | Other expense (income), net was expense of $9 million and $19 million in the second quarter of fiscal 2026 and fiscal 2025, respectively. | ||||
(2) | Other expense (income), net was expense of $38 million and $25 million in the first 26 weeks of fiscal 2026 and fiscal 2025, respectively. | ||||
The following tables represent our results by reportable segments:
| 13-Week Period Ended Dec. 27, 2025 | |||||||||||||||||||||||||||||||||||
| U.S. Foodservice Operations | International Foodservice Operations | SYGMA | Other | Global Support Center | Consolidated Totals | ||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||
| Sales | $ | 14,383 | $ | 3,999 | $ | 2,126 | $ | 254 | $ | — | $ | 20,762 | |||||||||||||||||||||||
| Sales increase (decrease) | 2.4 | % | 7.3 | % | 0.5 | % | (3.4) | % | 3.0 | % | |||||||||||||||||||||||||
| Percentage of total | 69.3 | % | 19.3 | % | 10.2 | % | 1.2 | % | 100.0 | % | |||||||||||||||||||||||||
| Operating income (loss) | $ | 820 | $ | 117 | $ | 21 | $ | 6 | $ | (272) | $ | 692 | |||||||||||||||||||||||
| Operating income (loss) increase (decrease) | (1.7) | % | 23.2 | % | 10.5 | % | 50.0 | % | 13.3 | % | (2.8) | % | |||||||||||||||||||||||
| Percentage of total segments | 85.1 | % | 12.1 | % | 2.2 | % | 0.6 | % | 100.0 | % | |||||||||||||||||||||||||
| Operating income as a percentage of sales | 5.7 | % | 2.9 | % | 1.0 | % | 2.4 | % | 3.3 | % | |||||||||||||||||||||||||
| 13-Week Period Ended Dec. 28, 2024 | |||||||||||||||||||||||||||||||||||
| U.S. Foodservice Operations | International Foodservice Operations | SYGMA | Other | Global Support Center | Consolidated Totals | ||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||
| Sales | $ | 14,044 | $ | 3,728 | $ | 2,116 | $ | 263 | $ | — | $ | 20,151 | |||||||||||||||||||||||
| Percentage of total | 69.7 | % | 18.5 | % | 10.5 | % | 1.3 | % | 100.0 | % | |||||||||||||||||||||||||
| Operating income (loss) | $ | 834 | $ | 95 | $ | 19 | $ | 4 | $ | (240) | $ | 712 | |||||||||||||||||||||||
| Percentage of total segments | 87.6 | % | 10.0 | % | 2.0 | % | 0.4 | % | 100.0 | % | |||||||||||||||||||||||||
| Operating income as a percentage of sales | 5.9 | % | 2.5 | % | 0.9 | % | 1.5 | % | 3.5 | % | |||||||||||||||||||||||||
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| 26-Week Period Ended Dec. 27, 2025 | |||||||||||||||||||||||||||||||||||
| U.S. Foodservice Operations | International Foodservice Operations | SYGMA | Other | Global Support Center | Consolidated Totals | ||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||
| Sales | $ | 29,163 | $ | 7,965 | $ | 4,255 | $ | 527 | $ | — | $ | 41,910 | |||||||||||||||||||||||
| Sales increase (decrease) | 2.7 | % | 5.9 | % | 2.2 | % | (3.3) | % | 3.1 | % | |||||||||||||||||||||||||
| Percentage of total | 69.6 | % | 19.0 | % | 10.2 | % | 1.2 | % | 100.0 | % | |||||||||||||||||||||||||
| Operating income (loss) | $ | 1,700 | $ | 232 | $ | 46 | $ | 10 | $ | (495) | $ | 1,493 | |||||||||||||||||||||||
| Operating income (loss) increase (decrease) | (2.4) | % | 18.4 | % | 24.3 | % | (16.7) | % | 5.8 | % | (1.7) | % | |||||||||||||||||||||||
| Percentage of total segments | 85.6 | % | 11.7 | % | 2.3 | % | 0.5 | % | 100.0 | % | |||||||||||||||||||||||||
| Operating income as a percentage of sales | 5.8 | % | 2.9 | % | 1.1 | % | 1.9 | % | 3.6 | % | |||||||||||||||||||||||||
| 26-Week Period Ended Dec. 28, 2024 | |||||||||||||||||||||||||||||||||||
| U.S. Foodservice Operations | International Foodservice Operations | SYGMA | Other | Global Support Center | Consolidated Totals | ||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||
| Sales | $ | 28,406 | $ | 7,521 | $ | 4,162 | $ | 545 | $ | — | $ | 40,634 | |||||||||||||||||||||||
| Percentage of total | 69.9 | % | 18.5 | % | 10.2 | % | 1.4 | % | 100.0 | % | |||||||||||||||||||||||||
| Operating income (loss) | $ | 1,742 | $ | 196 | $ | 37 | $ | 12 | $ | (468) | $ | 1,519 | |||||||||||||||||||||||
| Percentage of total segments | 87.6 | % | 9.9 | % | 1.9 | % | 0.6 | % | 100.0 | % | |||||||||||||||||||||||||
| Operating income as a percentage of sales | 6.1 | % | 2.6 | % | 0.9 | % | 2.2 | % | 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 88.6% of Sysco’s overall sales in both the second quarter and first 26 weeks of fiscal 2026, respectively. U.S. Foodservice Operations and International Foodservice Operations, collectively, represented approximately 97.2% and 97.3% of total segment operating income, in the second quarter and first 26 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:
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| 13-Week Period Ended Dec. 27, 2025 | 13-Week Period Ended Dec. 28, 2024 | Change in Dollars | % Change | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Sales | $ | 14,383 | $ | 14,044 | $ | 339 | 2.4 | % | |||||||||||||||
| Gross profit | 2,720 | 2,654 | 66 | 2.5 | |||||||||||||||||||
| Operating expenses | 1,900 | 1,820 | 80 | 4.4 | |||||||||||||||||||
| Operating income | $ | 820 | $ | 834 | $ | (14) | (1.7) | % | |||||||||||||||
| Gross profit | $ | 2,720 | $ | 2,654 | $ | 66 | 2.5 | % | |||||||||||||||
| Adjusted operating expenses (Non-GAAP) | 1,868 | 1,795 | 73 | 4.1 | |||||||||||||||||||
| Adjusted operating income (Non-GAAP) | $ | 852 | $ | 859 | $ | (7) | (0.8) | % | |||||||||||||||
| 26-Week Period Ended Dec. 27, 2025 | 26-Week Period Ended Dec. 28, 2024 | Change in Dollars | % Change | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Sales | $ | 29,163 | $ | 28,406 | $ | 757 | 2.7 | % | |||||||||||||||
| Gross profit | 5,543 | 5,401 | 142 | 2.6 | |||||||||||||||||||
| Operating expenses | 3,843 | 3,659 | 184 | 5.0 | |||||||||||||||||||
| Operating income | $ | 1,700 | $ | 1,742 | $ | (42) | (2.4) | % | |||||||||||||||
| Gross profit | $ | 5,543 | $ | 5,401 | $ | 142 | 2.6 | % | |||||||||||||||
| Adjusted operating expenses (Non-GAAP) | 3,775 | 3,616 | 159 | 4.4 | |||||||||||||||||||
| Adjusted operating income (Non-GAAP) | $ | 1,768 | $ | 1,785 | $ | (17) | (1.0) | % | |||||||||||||||
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 | 26-Week Period | ||||||||||||||||||||||
| (Dollars in millions) | (Dollars in millions) | ||||||||||||||||||||||
| Cause of change | Percentage | Dollars | Percentage | Dollars | |||||||||||||||||||
Case volume (1) | 0.8 | % | $ | 110 | 0.4 | % | $ | 123 | |||||||||||||||
| Inflation | 1.5 | 215 | 2.1 | 589 | |||||||||||||||||||
| Other | 0.1 | 14 | 0.2 | 45 | |||||||||||||||||||
| Total change in sales | 2.4 | % | $ | 339 | 2.7 | % | $ | 757 | |||||||||||||||
| (1) | Case volumes increased 0.8% and 0.4% compared to the second quarter and first 26 weeks of fiscal 2025, respectively. This volume increase resulted in a 0.8% and 0.4% increase in the dollar value of sales compared to the second quarter and first 26 weeks of fiscal 2025, respectively. | ||||
The sales growth in our U.S. Foodservice Operations was primarily driven by higher inflation. Case volumes from our U.S. Foodservice Operations increased 0.8% and 0.4% in the second quarter and first 26 weeks of fiscal 2026, respectively, as compared to the second quarter and first 26 weeks of fiscal 2025. The growth in case volumes was attributable to local case volumes increasing 1.2% and 0.5% in the second quarter and first 26 weeks of fiscal 2026, respectively, as compared to the second quarter and first 26 weeks of fiscal 2025. National case volumes increased 0.4% and 0.6% in the second quarter and first 26 weeks of fiscal 2026, respectively, as compared to the second quarter and first 26 weeks of fiscal 2025.
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Operating Income
The decrease in operating income for the second quarter and first 26 weeks of fiscal 2026 as compared to the second quarter and first 26 weeks of fiscal 2025 was driven by an increase in operating expenses, partially offset by gross profit dollar growth and case volume growth.
Gross profit dollars increased in the second quarter and first 26 weeks of fiscal 2026 as compared to the second quarter and first 26 weeks of fiscal 2025, primarily as a result of improvements in our strategic sourcing initiatives and the effective management of product cost fluctuations. The estimated change in product costs, an internal measure of inflation or deflation, increased in the second quarter and first 26 weeks of fiscal 2026. Gross margin, which is gross profit as a percentage of sales, was 18.91% and 19.01% in the second quarter and first 26 weeks of fiscal 2026, respectively, for our U.S. Foodservice Operations, which was an increase of 1 basis point compared to gross margin of 18.90% in the second quarter of fiscal 2025, and unchanged compared to a gross margin of 19.01% in the first 26 weeks of fiscal 2025. The improvement in the second quarter of fiscal 2026 is attributable to customer mix, as local case volume growth outpaced national case volume growth.
The increase in operating expenses for the second quarter and first 26 weeks of fiscal 2026, as compared to the second quarter and first 26 weeks of fiscal 2025, was primarily driven by increases in colleague-related costs, which is inclusive of incentive compensation, costs associated with investments in sales headcount and building expansions, and a decrease in gains on sale leaseback transactions.
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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 Dec. 27, 2025 | 13-Week Period Ended Dec. 28, 2024 | Change in Dollars | % Change | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Sales | $ | 3,999 | $ | 3,728 | $ | 271 | 7.3 | % | |||||||||||||||
| Gross profit | 832 | 760 | 72 | 9.5 | |||||||||||||||||||
| Operating expenses | 715 | 665 | 50 | 7.5 | |||||||||||||||||||
| Operating income | $ | 117 | $ | 95 | $ | 22 | 23.2 | % | |||||||||||||||
| Gross profit | $ | 832 | $ | 760 | $ | 72 | 9.5 | % | |||||||||||||||
| Adjusted operating expenses (Non-GAAP) | 670 | 631 | 39 | 6.2 | |||||||||||||||||||
| Adjusted operating income (Non-GAAP) | $ | 162 | $ | 129 | $ | 33 | 25.6 | % | |||||||||||||||
| Sales on a constant currency basis (Non-GAAP) | $ | 3,862 | $ | 3,728 | $ | 134 | 3.6 | % | |||||||||||||||
| Gross profit on a constant currency basis (Non-GAAP) | 798 | 760 | 38 | 5.0 | |||||||||||||||||||
| Adjusted operating expenses on a constant currency basis (Non-GAAP) | 641 | 631 | 10 | 1.6 | |||||||||||||||||||
| Adjusted operating income on a constant currency basis (Non-GAAP) | $ | 157 | $ | 129 | $ | 28 | 21.7 | % | |||||||||||||||
| 26-Week Period Ended Dec. 27, 2025 | 26-Week Period Ended Dec. 28, 2024 | Change in Dollars | % Change | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Sales | $ | 7,965 | $ | 7,521 | $ | 444 | 5.9 | % | |||||||||||||||
| Gross profit | 1,658 | 1,534 | 124 | 8.1 | |||||||||||||||||||
| Operating expenses | 1,426 | 1,338 | 88 | 6.6 | |||||||||||||||||||
| Operating income | $ | 232 | $ | 196 | $ | 36 | 18.4 | % | |||||||||||||||
| Gross profit | $ | 1,658 | $ | 1,534 | $ | 124 | 8.1 | % | |||||||||||||||
| Adjusted operating expenses (Non-GAAP) | 1,349 | 1,275 | 74 | 5.8 | |||||||||||||||||||
| Adjusted operating income (Non-GAAP) | $ | 309 | $ | 259 | $ | 50 | 19.3 | % | |||||||||||||||
| Sales on a constant currency basis (Non-GAAP) | $ | 7,736 | $ | 7,521 | $ | 215 | 2.9 | % | |||||||||||||||
| Gross profit on a constant currency basis (Non-GAAP) | 1,601 | 1,534 | 67 | 4.4 | |||||||||||||||||||
| Adjusted operating expenses on a constant currency basis (Non-GAAP) | 1,297 | 1,275 | 22 | 1.7 | |||||||||||||||||||
| Adjusted operating income on a constant currency basis (Non-GAAP) | $ | 304 | $ | 259 | $ | 45 | 17.4 | % | |||||||||||||||
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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 | 26-Week Period | ||||||||||||||||||||||
| (Dollars in millions) | (Dollars in millions) | ||||||||||||||||||||||
| Cause of change | Percentage | Dollars | Percentage | Dollars | |||||||||||||||||||
| Inflation | 4.0 | % | $ | 150 | 4.3 | % | $ | 323 | |||||||||||||||
| Foreign currency | 3.7 | 137 | 3.0 | 229 | |||||||||||||||||||
| Case volume | 1.0 | 39 | 0.7 | 51 | |||||||||||||||||||
| Impact of divestiture | (2.4) | (90) | (2.8) | (207) | |||||||||||||||||||
| Other | 1.0 | 35 | 0.7 | 48 | |||||||||||||||||||
| Total change in sales | 7.3 | % | $ | 271 | 5.9 | % | $ | 444 | |||||||||||||||
Sales for the second quarter of fiscal 2026 increased 7.3% as compared to the second quarter of fiscal 2025. Sales for the first 26 weeks of fiscal 2026 increased 5.9% as compared to the first 26 weeks of fiscal 2025. The sales increase in both periods is primarily due to higher inflation, the impact of foreign currency translation, and local case growth. Excluding the impact of the Mexico joint venture, which was divested in the second quarter of fiscal 2025, sales increased 9.9% in the second quarter of fiscal 2026 as compared to the second quarter of fiscal 2025 and 8.9% in the first 26 weeks of fiscal 2026 as compared to the first 26 weeks of fiscal 2025.
Operating Income
The increase in operating income for the second quarter and first 26 weeks of fiscal 2026, as compared to the second quarter and first 26 weeks of fiscal 2025, was primarily due to growth in local case volumes and expanded supply chain capacity, partially offset by increases in operating expenses.
The increase in gross profit dollars in the second quarter and first 26 weeks of fiscal 2026, as compared to the second quarter and first 26 weeks of fiscal 2025, was primarily attributable to increases in local case volumes and expanded supply chain capacity. Local case volumes increased approximately 4.5% in the second quarter of fiscal 2026 as compared to the second quarter of fiscal 2025.
The increase in operating expenses in the second quarter and first 26 weeks of fiscal 2026 as compared to the second quarter and first 26 weeks of fiscal 2025 was primarily due to increases in colleague-related costs and the impact of foreign currency translation.
Results of SYGMA and Other Segment
SYGMA segment sales were 0.5% and 2.2% higher in the second quarter and first 26 weeks of fiscal 2026, respectively, as compared to the second quarter and first 26 weeks of fiscal 2025. Operating income increased $2 million and $9 million in the second quarter and first 26 weeks of fiscal 2026, respectively, as compared to the second quarter and first 26 weeks of fiscal 2025. These results are reflective of recent supply chain operating efficiencies achieved, which we expect to moderate for the remainder of the fiscal year.
For the operations that are grouped within Other, operating income increased $2 million and decreased $2 million in the second quarter and first 26 weeks of fiscal 2026, respectively, as compared to the second quarter and first 26 weeks of fiscal 2025. The operations of this group primarily consist of our hospitality business, Guest Worldwide.
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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 second quarter of fiscal 2026 increased $35 million, or 14.1%, as compared to the second quarter of fiscal 2025, primarily due to increases in colleague-related costs, which is inclusive of incentive compensation, and acquisition-related costs, partially offset by decreases in insurance costs. These expenses in the first 26 weeks of fiscal 2026 increased $47 million, or 9.9%, as compared to the first 26 weeks of fiscal 2025, primarily due to increases in colleague-related costs, which is inclusive of incentive compensation, and acquisition-related costs, partially offset by decreases in insurance costs.
Included in Global Support Center expenses are Certain Items that totaled $38 million and $68 million in the second quarter and first 26 weeks of fiscal 2026, as compared to $12 million and $30 million in the second quarter and first 26 weeks of fiscal 2025, respectively. Certain Items impacting the second quarter and first 26 weeks of fiscal 2026 were primarily expenses associated with our business technology transformation initiatives and expenses associated with acquisitions. Certain Items impacting the second quarter and first 26 weeks of fiscal 2025 were primarily expenses associated with our business technology transformation initiatives and expenses associated with acquisitions.
Interest Expense
Interest expense increased $13 million and $25 million for the second quarter and first 26 weeks of fiscal 2026, respectively, as compared to the second quarter and first 26 weeks of fiscal 2025. The increase was primarily due to interest on new senior notes that were issued in the third quarter of fiscal 2025 and interest expense on recent commercial paper issuances.
Other Income and Expense
Other expense decreased $10 million and increased $13 million for the second quarter and first 26 weeks of fiscal 2026, respectively, as compared to the second quarter and first 26 weeks of fiscal 2025, primarily due to foreign exchange gains and losses incurred in those periods.
Net Earnings
Net earnings decreased 4.2% and 3.3% in the second quarter and first 26 weeks of fiscal 2026, respectively, as compared to the second quarter and first 26 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, increased 3.9% and 3.1% in the second quarter and first 26 weeks of fiscal 2026 respectively, as compared to the second quarter and first 26 weeks of fiscal 2025, primarily due to increases in sales volumes and the effective management of our product cost inflation and strategic sourcing efforts.
Earnings Per Share
Basic earnings per share in the second quarter of fiscal 2026 were $0.81, a 2.4% decrease from the comparable prior year period amount of $0.83 per share. Diluted earnings per share in the second quarter of fiscal 2026 were $0.81, a 1.2% decrease from the comparable prior year period amount of $0.82 per share. Adjusted diluted earnings per share, excluding Certain Items, in the second quarter of fiscal 2026 were $0.99, a 6.5% increase from the comparable prior year amount of $0.93 per share.
Basic earnings per share in the first 26 weeks of fiscal 2026 were $1.81, a 0.5% decrease from the comparable prior year amount of $1.82 per share. Diluted earnings per share in the first 26 weeks of fiscal 2026 were $1.80, a 1.1% decrease from the comparable prior year period amount of $1.82 per share. Adjusted diluted earnings per share, excluding Certain Items, in the first 26 weeks of fiscal 2026 were $2.14, a 5.9% increase from the comparable prior year amount of $2.02 per share.
38
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. | ||
| 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 Dec. 27, 2025 | 13-Week Period Ended Dec. 28, 2024 | Change in Dollars | %/bps Change | ||||||||||||||||||||
| Sales (GAAP) | $ | 20,762 | $ | 20,151 | $ | 611 | 3.0 | % | |||||||||||||||
| Impact of Mexico joint venture sales | — | (90) | 90 | 0.5 | |||||||||||||||||||
| Comparable sales excluding Mexico joint venture (Non-GAAP) | $ | 20,762 | $ | 20,061 | $ | 701 | 3.5 | % | |||||||||||||||
| Sales (GAAP) | $ | 20,762 | $ | 20,151 | $ | 611 | 3.0 | % | |||||||||||||||
Impact of currency fluctuations (1) | (138) | (138) | (0.7) | ||||||||||||||||||||
| Comparable sales using a constant currency basis (Non-GAAP) | $ | 20,624 | $ | 20,151 | $ | 473 | 2.3 | % | |||||||||||||||
| Cost of sales (GAAP) | $ | 16,970 | $ | 16,501 | $ | 469 | 2.8 | % | |||||||||||||||
| Gross profit (GAAP) | $ | 3,792 | $ | 3,650 | $ | 142 | 3.9 | % | |||||||||||||||
Impact of currency fluctuations (1) | (34) | (34) | (0.9) | ||||||||||||||||||||
| Comparable gross profit adjusted for Certain Items using a constant currency basis (Non-GAAP) | $ | 3,758 | $ | 3,650 | $ | 108 | 3.0 | % | |||||||||||||||
| Gross margin (GAAP) | 18.26 | % | 18.11 | % | 15 bps | ||||||||||||||||||
Impact of currency fluctuations (1) | (0.04) | -4 bps | |||||||||||||||||||||
| Comparable gross margin adjusted for Certain Items using a constant currency basis (Non-GAAP) | 18.22 | % | 18.11 | % | 11 bps | ||||||||||||||||||
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| 13-Week Period Ended Dec. 27, 2025 | 13-Week Period Ended Dec. 28, 2024 | Change in Dollars | %/bps Change | ||||||||||||||||||||
| Operating expenses (GAAP) | $ | 3,100 | $ | 2,938 | $ | 162 | 5.5 | % | |||||||||||||||
Impact of restructuring and transformational project costs (2) | (57) | (31) | (26) | (83.9) | |||||||||||||||||||
Impact of acquisition-related costs (3) | (58) | (40) | (18) | (45.0) | |||||||||||||||||||
| Operating expenses adjusted for Certain Items (Non-GAAP) | 2,985 | 2,867 | 118 | 4.1 | |||||||||||||||||||
Impact of currency fluctuations (1) | (29) | (29) | (1.0) | ||||||||||||||||||||
| Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP) | $ | 2,956 | $ | 2,867 | $ | 89 | 3.1 | % | |||||||||||||||
| Operating expense as a percentage of sales (GAAP) | 14.93 | % | 14.58 | % | 35 bps | ||||||||||||||||||
| Impact of certain item adjustments | (0.55) | (0.35) | -20 bps | ||||||||||||||||||||
| Adjusted operating expense as a percentage of sales (Non-GAAP) | 14.38 | % | 14.23 | % | 15 bps | ||||||||||||||||||
| Operating income (GAAP) | $ | 692 | $ | 712 | $ | (20) | (2.8) | % | |||||||||||||||
Impact of restructuring and transformational project costs (2) | 57 | 31 | 26 | 83.9 | |||||||||||||||||||
Impact of acquisition-related costs (3) | 58 | 40 | 18 | 45.0 | |||||||||||||||||||
| Operating income adjusted for Certain Items (Non-GAAP) | 807 | 783 | 24 | 3.1 | |||||||||||||||||||
Impact of currency fluctuations (1) | (5) | (5) | (0.7) | ||||||||||||||||||||
| Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP) | $ | 802 | $ | 783 | $ | 19 | 2.4 | % | |||||||||||||||
| Operating margin (GAAP) | 3.33 | % | 3.53 | % | -20 bps | ||||||||||||||||||
| Operating margin adjusted for Certain Items (Non-GAAP) | 3.89 | % | 3.89 | % | 0 bps | ||||||||||||||||||
| Operating margin adjusted for Certain Items using a constant currency basis (Non-GAAP) | 3.89 | % | 3.89 | % | 0 bps | ||||||||||||||||||
| Net earnings (GAAP) | $ | 389 | $ | 406 | $ | (17) | (4.2) | % | |||||||||||||||
Impact of restructuring and transformational project costs (2) | 57 | 31 | 26 | 83.9 | |||||||||||||||||||
Impact of acquisition-related costs (3) | 58 | 40 | 18 | 45.0 | |||||||||||||||||||
Tax impact of restructuring and transformational project costs (4) | (14) | (8) | (6) | (75.0) | |||||||||||||||||||
Tax impact of acquisition-related costs (4) | (14) | (11) | (3) | (27.3) | |||||||||||||||||||
| Net earnings adjusted for Certain Items (Non-GAAP) | $ | 476 | $ | 458 | $ | 18 | 3.9 | % | |||||||||||||||
| Diluted earnings per share (GAAP) | $ | 0.81 | $ | 0.82 | $ | (0.01) | (1.2) | % | |||||||||||||||
Impact of restructuring and transformational project costs (2) | 0.12 | 0.06 | 0.06 | 100.0 | |||||||||||||||||||
Impact of acquisition-related costs (3) | 0.12 | 0.08 | 0.04 | 50.0 | |||||||||||||||||||
Tax impact of restructuring and transformational project costs (4) | (0.03) | (0.02) | (0.01) | (50.0) | |||||||||||||||||||
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) | $ | 0.99 | $ | 0.93 | $ | 0.06 | 6.5 | % | |||||||||||||||
40
(1) | Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on the current year results. | ||||
(2) | Fiscal 2026 includes $10 million related to restructuring and severance charges and $47 million related to various transformation initiative costs, primarily consisting of supply chain transformation costs and changes to our business technology strategy. Fiscal 2025 includes $12 million related to restructuring and severance charges and $19 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 $35 million of intangible amortization expense and $23 million in acquisition-related costs. Fiscal 2025 includes $32 million of intangible amortization expense and $8 million in acquisition-related 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. | ||||
41
| 26-Week Period Ended Dec. 27, 2025 | 26-Week Period Ended Dec. 28, 2024 | Change in Dollars | %/bps Change | ||||||||||||||||||||
| Sales (GAAP) | $ | 41,910 | $ | 40,634 | $ | 1,276 | 3.1 | % | |||||||||||||||
| Impact of Mexico joint venture sales | — | (207) | 207 | 0.6 | |||||||||||||||||||
| Comparable sales excluding Mexico joint venture (Non-GAAP) | $ | 41,910 | $ | 40,427 | $ | 1,483 | 3.7 | % | |||||||||||||||
| Sales (GAAP) | $ | 41,910 | $ | 40,634 | $ | 1,276 | 3.1 | % | |||||||||||||||
Impact of currency fluctuations (1) | (229) | (229) | (0.5) | ||||||||||||||||||||
| Comparable sales using a constant currency basis (Non-GAAP) | $ | 41,681 | $ | 40,634 | $ | 1,047 | 2.6 | % | |||||||||||||||
| Cost of sales (GAAP) | $ | 34,217 | $ | 33,231 | $ | 986 | 3.0 | % | |||||||||||||||
| Gross profit (GAAP) | $ | 7,693 | $ | 7,403 | $ | 290 | 3.9 | % | |||||||||||||||
Impact of currency fluctuations (1) | (57) | (57) | (0.8) | ||||||||||||||||||||
| Comparable gross profit adjusted for Certain Items using a constant currency basis (Non-GAAP) | $ | 7,636 | $ | 7,403 | $ | 233 | 3.1 | % | |||||||||||||||
| Gross margin (GAAP) | 18.36 | % | 18.22 | % | 14 bps | ||||||||||||||||||
Impact of currency fluctuations (1) | (0.04) | -4 bps | |||||||||||||||||||||
| Comparable gross margin adjusted for Certain Items using a constant currency basis (Non-GAAP) | 18.32 | % | 18.22 | % | 10 bps | ||||||||||||||||||
| Operating expenses (GAAP) | $ | 6,200 | $ | 5,884 | $ | 316 | 5.4 | % | |||||||||||||||
Impact of restructuring and transformational project costs (2) | (114) | (57) | (57) | (100.0) | |||||||||||||||||||
Impact of acquisition-related costs (3) | (99) | (79) | (20) | (25.3) | |||||||||||||||||||
| Operating expenses adjusted for Certain Items (Non-GAAP) | 5,987 | 5,748 | 239 | 4.2 | |||||||||||||||||||
Impact of currency fluctuations (1) | (52) | (52) | (0.9) | ||||||||||||||||||||
| Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP) | $ | 5,935 | $ | 5,748 | $ | 187 | 3.3 | % | |||||||||||||||
| Operating expense as a percentage of sales (GAAP) | 14.79 | % | 14.48 | % | 31 bps | ||||||||||||||||||
| Impact of certain item adjustments | (0.50) | (0.33) | -17 bps | ||||||||||||||||||||
| Adjusted operating expense as a percentage of sales (Non-GAAP) | 14.29 | % | 14.15 | % | 14 bps | ||||||||||||||||||
| Operating income (GAAP) | $ | 1,493 | $ | 1,519 | $ | (26) | (1.7) | % | |||||||||||||||
Impact of restructuring and transformational project costs (2) | 114 | 57 | 57 | 100.0 | |||||||||||||||||||
Impact of acquisition-related costs (3) | 99 | 79 | 20 | 25.3 | |||||||||||||||||||
| Operating income adjusted for Certain Items (Non-GAAP) | 1,706 | 1,655 | 51 | 3.1 | |||||||||||||||||||
Impact of currency fluctuations (1) | (6) | (6) | (0.4) | ||||||||||||||||||||
| Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP) | $ | 1,700 | $ | 1,655 | $ | 45 | 2.7 | % | |||||||||||||||
| Operating margin (GAAP) | 3.56 | % | 3.74 | % | -18 bps | ||||||||||||||||||
| Operating margin adjusted for Certain Items (Non-GAAP) | 4.07 | % | 4.07 | % | 0 bps | ||||||||||||||||||
| Operating margin adjusted for Certain Items using a constant currency basis (Non-GAAP) | 4.08 | % | 4.07 | % | 1 bp | ||||||||||||||||||
| Net earnings (GAAP) | $ | 866 | $ | 896 | $ | (30) | (3.3) | % | |||||||||||||||
Impact of restructuring and transformational project costs (2) | 114 | 57 | 57 | 100.0 | |||||||||||||||||||
42
| 26-Week Period Ended Dec. 27, 2025 | 26-Week Period Ended Dec. 28, 2024 | Change in Dollars | %/bps Change | ||||||||||||||||||||
Impact of acquisition-related costs (3) | 99 | 79 | 20 | 25.3 | |||||||||||||||||||
Tax impact of restructuring and transformational project costs (4) | (27) | (15) | (12) | (80.0) | |||||||||||||||||||
Tax impact of acquisition-related costs (4) | (24) | (20) | (4) | (20.0) | |||||||||||||||||||
| Net earnings adjusted for Certain Items (Non-GAAP) | $ | 1,028 | $ | 997 | $ | 31 | 3.1 | % | |||||||||||||||
| Diluted earnings per share (GAAP) | $ | 1.80 | $ | 1.82 | $ | (0.02) | (1.1) | % | |||||||||||||||
Impact of restructuring and transformational project costs (2) | 0.24 | 0.12 | 0.12 | 100.0 | |||||||||||||||||||
Impact of acquisition-related costs (3) | 0.21 | 0.16 | 0.05 | 31.3 | |||||||||||||||||||
Tax impact of restructuring and transformational project costs (4) | (0.06) | (0.03) | (0.03) | (100.0) | |||||||||||||||||||
Tax impact of acquisition-related costs (4) | (0.05) | (0.04) | (0.01) | (25.0) | |||||||||||||||||||
Diluted earnings per share adjusted for Certain Items (Non-GAAP) (5) | $ | 2.14 | $ | 2.02 | $ | 0.12 | 5.9 | % | |||||||||||||||
(1) | Represents a constant currency adjustment which eliminates the impact of foreign currency fluctuations on the current year results. | ||||
(2) | Fiscal 2026 includes $21 million related to restructuring and severance charges and $93 million related to various transformation initiative costs, primarily consisting of supply chain transformation costs and changes to our business technology strategy. Fiscal 2025 includes $16 million related to restructuring and severance charges and $41 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 $66 million of intangible amortization expense and $33 million in acquisition-related costs. Fiscal 2025 includes $65 million of intangible amortization expense and $14 million in acquisition-related 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. | ||||
43
| 13-Week Period Ended Dec. 27, 2025 | 13-Week Period Ended Dec. 28, 2024 | Change in Dollars | %/bps Change | ||||||||||||||||||||
| U.S. FOODSERVICE OPERATIONS | |||||||||||||||||||||||
| Operating expenses (GAAP) | $ | 1,900 | $ | 1,820 | $ | 80 | 4.4 | % | |||||||||||||||
Impact of restructuring and transformational project costs (1) | (8) | (5) | (3) | (60.0) | |||||||||||||||||||
Impact of acquisition-related costs (2) | (24) | (20) | (4) | (20.0) | |||||||||||||||||||
| Operating expenses adjusted for Certain Items (Non-GAAP) | $ | 1,868 | $ | 1,795 | $ | 73 | 4.1 | % | |||||||||||||||
| Operating income (GAAP) | $ | 820 | $ | 834 | $ | (14) | (1.7) | % | |||||||||||||||
Impact of restructuring and transformational project costs (1) | 8 | 5 | 3 | 60.0 | |||||||||||||||||||
Impact of acquisition-related costs (2) | 24 | 20 | 4 | 20.0 | |||||||||||||||||||
| Operating income adjusted for Certain Items (Non-GAAP) | $ | 852 | $ | 859 | $ | (7) | (0.8) | % | |||||||||||||||
| INTERNATIONAL FOODSERVICE OPERATIONS | |||||||||||||||||||||||
| Sales (GAAP) | $ | 3,999 | $ | 3,728 | $ | 271 | 7.3 | % | |||||||||||||||
| Impact of Mexico joint venture sales | — | (90) | 90 | 2.6 | |||||||||||||||||||
| Comparable sales excluding Mexico joint venture (Non-GAAP) | $ | 3,999 | $ | 3,638 | $ | 361 | 9.9 | % | |||||||||||||||
| Sales (GAAP) | $ | 3,999 | $ | 3,728 | $ | 271 | 7.3 | % | |||||||||||||||
Impact of currency fluctuations (3) | (137) | (137) | (3.7) | ||||||||||||||||||||
| Comparable sales using a constant currency basis (Non-GAAP) | $ | 3,862 | $ | 3,728 | $ | 134 | 3.6 | % | |||||||||||||||
| Gross profit (GAAP) | $ | 832 | $ | 760 | $ | 72 | 9.5 | % | |||||||||||||||
Impact of currency fluctuations (3) | (34) | (34) | (4.5) | ||||||||||||||||||||
| Comparable gross profit using a constant currency basis (Non-GAAP) | $ | 798 | $ | 760 | $ | 38 | 5.0 | % | |||||||||||||||
| Gross margin (GAAP) | 20.81 | % | 20.39 | % | 42 bps | ||||||||||||||||||
Impact of currency fluctuations (3) | (0.15) | -15 bps | |||||||||||||||||||||
| Comparable gross margin using a constant currency basis (Non-GAAP) | 20.66 | % | 20.39 | % | 27 bps | ||||||||||||||||||
| Operating expenses (GAAP) | $ | 715 | $ | 665 | $ | 50 | 7.5 | % | |||||||||||||||
Impact of restructuring and transformational project costs (4) | (30) | (15) | (15) | (100.0) | |||||||||||||||||||
Impact of acquisition-related costs (2) | (15) | (19) | 4 | 21.1 | |||||||||||||||||||
| Operating expenses adjusted for Certain Items (Non-GAAP) | 670 | 631 | 39 | 6.2 | |||||||||||||||||||
Impact of currency fluctuations (3) | (29) | (29) | (4.6) | ||||||||||||||||||||
| Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP) | $ | 641 | $ | 631 | $ | 10 | 1.6 | % | |||||||||||||||
| Operating income (GAAP) | $ | 117 | $ | 95 | $ | 22 | 23.2 | % | |||||||||||||||
Impact of restructuring and transformational project costs (4) | 30 | 15 | 15 | 100.0 | |||||||||||||||||||
Impact of acquisition-related costs (2) | 15 | 19 | (4) | (21.1) | |||||||||||||||||||
| Operating income adjusted for Certain Items (Non-GAAP) | 162 | 129 | 33 | 25.6 | |||||||||||||||||||
Impact of currency fluctuations (3) | (5) | (5) | (3.9) | ||||||||||||||||||||
| Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP) | $ | 157 | $ | 129 | $ | 28 | 21.7 | % | |||||||||||||||
| SYGMA | |||||||||||||||||||||||
| Operating expenses (GAAP) | $ | 142 | $ | 144 | $ | (2) | (1.4) | % | |||||||||||||||
| Operating income (GAAP) | 21 | 19 | 2 | 10.5 | |||||||||||||||||||
| OTHER | |||||||||||||||||||||||
| Operating expenses (GAAP) | $ | 60 | $ | 61 | $ | (1) | (1.6) | % | |||||||||||||||
| Operating income (GAAP) | 6 | 4 | 2 | 50.0 | |||||||||||||||||||
44
| 13-Week Period Ended Dec. 27, 2025 | 13-Week Period Ended Dec. 28, 2024 | Change in Dollars | %/bps Change | ||||||||||||||||||||
| GLOBAL SUPPORT CENTER | |||||||||||||||||||||||
| Gross profit (GAAP) | $ | 11 | $ | 8 | $ | 3 | 37.5 | % | |||||||||||||||
| Operating expenses (GAAP) | $ | 283 | $ | 248 | $ | 35 | 14.1 | % | |||||||||||||||
Impact of restructuring and transformational project costs (5) | (19) | (11) | (8) | (72.7) | |||||||||||||||||||
| Impact of acquisition-related costs | (19) | (1) | (18) | NM | |||||||||||||||||||
| Operating expenses adjusted for Certain Items (Non-GAAP) | $ | 245 | $ | 236 | $ | 9 | 3.8 | % | |||||||||||||||
| Operating loss (GAAP) | $ | (272) | $ | (240) | $ | (32) | (13.3) | % | |||||||||||||||
Impact of restructuring and transformational project costs (5) | 19 | 11 | 8 | 72.7 | |||||||||||||||||||
| Impact of acquisition-related costs | 19 | 1 | 18 | NM | |||||||||||||||||||
| Operating loss adjusted for Certain Items (Non-GAAP) | $ | (234) | $ | (228) | $ | (6) | (2.6) | % | |||||||||||||||
(1) | Primarily represents severance and transformation initiative costs. | ||||
(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. | ||||
| NM | Represents that the percentage change is not meaningful. | ||||
45
| 26-Week Period Ended Dec. 27, 2025 | 26-Week Period Ended Dec. 28, 2024 | Change in Dollars | %/bps Change | ||||||||||||||||||||
| U.S. FOODSERVICE OPERATIONS | |||||||||||||||||||||||
| Operating expenses (GAAP) | $ | 3,843 | $ | 3,659 | $ | 184 | 5.0 | % | |||||||||||||||
Impact of restructuring and transformational project costs (1) | (15) | (11) | (4) | (36.4) | |||||||||||||||||||
Impact of acquisition-related costs (2) | (53) | (32) | (21) | (65.6) | |||||||||||||||||||
| Operating expenses adjusted for Certain Items (Non-GAAP) | $ | 3,775 | $ | 3,616 | $ | 159 | 4.4 | % | |||||||||||||||
| Operating income (GAAP) | $ | 1,700 | $ | 1,742 | $ | (42) | (2.4) | % | |||||||||||||||
Impact of restructuring and transformational project costs (1) | 15 | 11 | 4 | 36.4 | |||||||||||||||||||
Impact of acquisition-related costs (2) | 53 | 32 | 21 | 65.6 | |||||||||||||||||||
| Operating income adjusted for Certain Items (Non-GAAP) | $ | 1,768 | $ | 1,785 | $ | (17) | (1.0) | % | |||||||||||||||
| INTERNATIONAL FOODSERVICE OPERATIONS | |||||||||||||||||||||||
| Sales (GAAP) | $ | 7,965 | $ | 7,521 | $ | 444 | 5.9 | % | |||||||||||||||
| Impact of Mexico joint venture sales | — | (207) | 207 | 3.0 | |||||||||||||||||||
| Comparable sales excluding Mexico joint venture (Non-GAAP) | $ | 7,965 | $ | 7,314 | $ | 651 | 8.9 | % | |||||||||||||||
| Sales (GAAP) | $ | 7,965 | $ | 7,521 | $ | 444 | 5.9 | % | |||||||||||||||
Impact of currency fluctuations (3) | (229) | (229) | (3.0) | ||||||||||||||||||||
| Comparable sales using a constant currency basis (Non-GAAP) | $ | 7,736 | $ | 7,521 | $ | 215 | 2.9 | % | |||||||||||||||
| Gross profit (GAAP) | $ | 1,658 | $ | 1,534 | $ | 124 | 8.1 | % | |||||||||||||||
Impact of currency fluctuations (3) | (57) | (57) | (3.7) | ||||||||||||||||||||
| Comparable gross profit using a constant currency basis (Non-GAAP) | $ | 1,601 | $ | 1,534 | $ | 67 | 4.4 | % | |||||||||||||||
| Gross margin (GAAP) | 20.82 | % | 20.40 | % | 42 bps | ||||||||||||||||||
Impact of currency fluctuations (3) | (0.12) | -12 bps | |||||||||||||||||||||
| Comparable gross margin using a constant currency basis (Non-GAAP) | 20.70 | % | 20.40 | % | 30 bps | ||||||||||||||||||
| Operating expenses (GAAP) | $ | 1,426 | $ | 1,338 | $ | 88 | 6.6 | % | |||||||||||||||
Impact of restructuring and transformational project costs (4) | (53) | (26) | (27) | NM | |||||||||||||||||||
Impact of acquisition-related costs (2) | (24) | (37) | 13 | 35.1 | |||||||||||||||||||
| Operating expenses adjusted for Certain Items (Non-GAAP) | 1,349 | 1,275 | 74 | 5.8 | |||||||||||||||||||
Impact of currency fluctuations (3) | (52) | (52) | (4.1) | ||||||||||||||||||||
| Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP) | $ | 1,297 | $ | 1,275 | $ | 22 | 1.7 | % | |||||||||||||||
| Operating income (GAAP) | $ | 232 | $ | 196 | $ | 36 | 18.4 | % | |||||||||||||||
Impact of restructuring and transformational project costs (4) | 53 | 26 | 27 | NM | |||||||||||||||||||
Impact of acquisition-related costs (2) | 24 | 37 | (13) | (35.1) | |||||||||||||||||||
| Operating income adjusted for Certain Items (Non-GAAP) | 309 | 259 | 50 | 19.3 | |||||||||||||||||||
Impact of currency fluctuations (3) | (5) | (5) | (1.9) | ||||||||||||||||||||
| Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP) | $ | 304 | $ | 259 | $ | 45 | 17.4 | % | |||||||||||||||
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| 26-Week Period Ended Dec. 27, 2025 | 26-Week Period Ended Dec. 28, 2024 | Change in Dollars | %/bps Change | ||||||||||||||||||||
| SYGMA | |||||||||||||||||||||||
| Sales (GAAP) | $ | 4,255 | $ | 4,162 | $ | 93 | 2.2 | % | |||||||||||||||
| Gross profit (GAAP) | 333 | 326 | 7 | 2.1 | |||||||||||||||||||
| Gross margin (GAAP) | 7.83 | % | 7.83 | % | 0 bps | ||||||||||||||||||
| Operating expenses (GAAP) | $ | 287 | $ | 289 | $ | (2) | (0.7) | % | |||||||||||||||
| Operating income (GAAP) | 46 | 37 | 9 | 24.3 | % | ||||||||||||||||||
| OTHER | |||||||||||||||||||||||
| Operating expenses (GAAP) | $ | 124 | $ | 125 | $ | (1) | (0.8) | % | |||||||||||||||
| Operating income (GAAP) | 10 | 12 | (2) | (16.7) | % | ||||||||||||||||||
| GLOBAL SUPPORT CENTER | |||||||||||||||||||||||
| Gross profit (GAAP) | $ | 25 | $ | 5 | $ | 20 | NM | ||||||||||||||||
| Operating expenses (GAAP) | $ | 520 | $ | 473 | $ | 47 | 9.9 | % | |||||||||||||||
Impact of restructuring and transformational project costs (5) | (46) | (20) | (26) | NM | |||||||||||||||||||
| Impact of acquisition-related costs | (22) | (10) | (12) | NM | |||||||||||||||||||
| Operating expenses adjusted for Certain Items (Non-GAAP) | $ | 452 | $ | 443 | $ | 9 | 2.0 | % | |||||||||||||||
| Operating loss (GAAP) | $ | (495) | $ | (468) | $ | (27) | (5.8) | % | |||||||||||||||
Impact of restructuring and transformational project costs (5) | 46 | 20 | 26 | NM | |||||||||||||||||||
| Impact of acquisition-related costs | 22 | 10 | 12 | NM | |||||||||||||||||||
| Operating loss adjusted for Certain Items (Non-GAAP) | $ | (427) | $ | (438) | $ | 11 | 2.5 | % | |||||||||||||||
(1) | Primarily represents severance and transformation initiative costs. | ||||
(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. | ||||
| 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):
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| 13-Week Period Ended Dec. 27, 2025 | 13-Week Period Ended Dec. 28, 2024 | Change in Dollars | % Change | ||||||||||||||||||||
| Net earnings (GAAP) | $ | 389 | $ | 406 | $ | (17) | (4.2) | % | |||||||||||||||
| Interest (GAAP) | 173 | 160 | 13 | 8.1 | |||||||||||||||||||
| Income taxes (GAAP) | 121 | 127 | (6) | (4.7) | |||||||||||||||||||
| Depreciation and amortization (GAAP) | 240 | 238 | 2 | 0.8 | |||||||||||||||||||
| EBITDA (Non-GAAP) | $ | 923 | $ | 931 | $ | (8) | (0.9) | % | |||||||||||||||
| Certain Item adjustments: | |||||||||||||||||||||||
Impact of restructuring and transformational project costs (1) | $ | 55 | $ | 30 | $ | 25 | 83.3 | % | |||||||||||||||
| Impact of acquisition-related costs | 23 | 8 | 15 | NM | |||||||||||||||||||
EBITDA adjusted for Certain Items (Non-GAAP) (2) | $ | 1,001 | $ | 969 | $ | 32 | 3.3 | % | |||||||||||||||
| Other expense (income), net | 9 | 19 | (10) | (52.6) | |||||||||||||||||||
Depreciation and amortization, as adjusted (Non-GAAP) (3) | (203) | (205) | 2 | 1.0 | |||||||||||||||||||
| Operating income adjusted for Certain Items (Non-GAAP) | $ | 807 | $ | 783 | $ | 24 | 3.1 | % | |||||||||||||||
(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. | ||||
(2) | In arriving at adjusted EBITDA, Sysco does not adjust out interest income of $5 million and $7 million or non-cash stock compensation expense of $33 million and $30 million in fiscal 2026 and fiscal 2025, respectively. | ||||
(3) | Fiscal 2026 includes $240 million in GAAP depreciation and amortization expense, less $37 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. | ||||
| NM | Represents that the percentage change is not meaningful. | ||||
| 26-Week Period Ended Dec. 27, 2025 | 26-Week Period Ended Dec. 28, 2024 | Change in Dollars | % Change | ||||||||||||||||||||
| Net earnings (GAAP) | $ | 866 | $ | 896 | $ | (30) | (3.3) | % | |||||||||||||||
| Interest (GAAP) | 344 | 319 | 25 | 7.8 | |||||||||||||||||||
| Income taxes (GAAP) | 245 | 279 | (34) | (12.2) | |||||||||||||||||||
| Depreciation and amortization (GAAP) | 473 | 473 | — | — | |||||||||||||||||||
| EBITDA (Non-GAAP) | $ | 1,928 | $ | 1,967 | $ | (39) | (2.0) | % | |||||||||||||||
| Certain Item adjustments: | |||||||||||||||||||||||
Impact of restructuring and transformational project costs (1) | 109 | 56 | 53 | 94.6 | |||||||||||||||||||
| Impact of acquisition-related costs | 34 | 14 | 20 | NM | |||||||||||||||||||
EBITDA adjusted for Certain Items (Non-GAAP) (2) | $ | 2,071 | $ | 2,037 | $ | 34 | 1.7 | % | |||||||||||||||
| Other expense (income), net | 38 | 25 | 13 | 52.0 | |||||||||||||||||||
Depreciation and amortization, as adjusted (Non-GAAP) (3) | (403) | (407) | 4 | 1.0 | |||||||||||||||||||
| Operating income adjusted for Certain Items (Non-GAAP) | $ | 1,706 | $ | 1,655 | $ | 51 | 3.1 | % | |||||||||||||||
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(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. | ||||
(2) | In arriving at adjusted EBITDA, Sysco does not exclude interest income of $12 million and $14 million or non-cash stock compensation expense of $64 million and $60 million for fiscal 2026 and fiscal 2025, respectively. | ||||
(3) | Fiscal 2026 includes $473 million in GAAP depreciation and amortization expense, less $70 million of Non-GAAP depreciation and amortization expense primarily related to acquisitions. Fiscal 2025 includes $473 million in GAAP depreciation and amortization expense, less $66 million of Non-GAAP depreciation and amortization expense primarily related to acquisitions. | ||||
| NM | Represents that the percentage change is not meaningful. | ||||
Liquidity and Capital Resources
Highlights
We produced free cash flow of $413 million in the first 26 weeks of fiscal 2026, as compared to $331 million in the first 26 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 26 weeks of fiscal 2026 to the first 26 weeks of fiscal 2025 are provided.
| 26-Week Period Ended Dec. 27, 2025 | 26-Week Period Ended Dec. 28, 2024 | ||||||||||
| Source of cash (use of cash) | (In millions) | ||||||||||
| Net cash provided by operating activities (GAAP) | $ | 611 | $ | 498 | |||||||
| Additions to plant and equipment | (300) | (333) | |||||||||
| Proceeds from sales of plant and equipment | 102 | 166 | |||||||||
Free Cash Flow (Non-GAAP) (1) | $ | 413 | $ | 331 | |||||||
| Acquisition of businesses, net of cash acquired | $ | (133) | $ | (40) | |||||||
| Debt borrowings (repayments), net | 223 | 371 | |||||||||
| Stock repurchases | — | (300) | |||||||||
| Dividends paid | (518) | (503) | |||||||||
(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 December 27, 2025, we had $1.2 billion in cash and cash equivalents, approximately 56% 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.
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Cash Flows
Operating Activities
We generated $611 million in cash flows from operations in the first 26 weeks of fiscal 2026, compared to cash flows from operations of $498 million in the first 26 weeks of fiscal 2025. In the first 26 weeks of fiscal 2026, these amounts included year-over-year favorable comparisons on working capital of $144 million due to a favorable comparison in inventory, partially offset by unfavorable comparisons on accounts payable and accounts receivable. Accrued expenses also had a favorable comparison, primarily related to lower payments of accrued incentive compensation in the first 26 weeks of fiscal 2026 in comparison to the first 26 weeks of fiscal 2025. Partially offsetting these favorable comparisons, a decrease in accrued income taxes negatively impacted cash flows from operations due to lower net earnings in the first 26 weeks of fiscal 2026 compared to the first 26 weeks of fiscal 2025.
Investing Activities
Our capital expenditures in the first 26 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 26 weeks of fiscal 2026 were $33 million lower than in the first 26 weeks of fiscal 2025, primarily due to timing of capital spending.
During the first 26 weeks of fiscal 2026, we paid $133 million, net of cash acquired, for the acquisitions of Fairfax Meadow and Ginsberg’s Foods. During the first 26 weeks of fiscal 2025, we paid $40 million, net of cash acquired, for the acquisition of Campbells Prime Meat.
During the first 26 weeks of fiscal 2026, we received $102 million in proceeds from sales of plant and equipment, which was primarily attributable to proceeds received from sale leaseback transactions. During the first 26 weeks of fiscal 2025, we received $166 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 $60 million in the first 26 weeks of fiscal 2026, as compared to $67 million in the first 26 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 no shares during the first 26 weeks of fiscal 2026. As of December 27, 2025, we had a remaining authorization of approximately $1.5 billion. We repurchased no additional shares under our authorization from the end of our fiscal second quarter through January 9, 2026. We intend to resume share repurchases in the second half of fiscal 2026, which could result in approximately $1.0 billion in total spend; however, this amount could be reduced due to factors such as economic conditions and acquisition activity.
Dividends paid in the first 26 weeks of fiscal 2026 were $518 million, or $1.08 per share, as compared to $503 million, or $1.02 per share, in the first 26 weeks of fiscal 2025. In November 2025, we declared our regular quarterly dividend for the second quarter of fiscal 2026 of $0.54 per share, which was paid in January 2026.
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 December 27, 2025 are also disclosed within that note.
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
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borrowings under the company’s $3.0 billion long-term revolving credit facility have also been guaranteed by these subsidiaries. As of December 27, 2025, Sysco had a total of $11.0 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.
| Combined Parent and Guarantor Subsidiaries Summarized Balance Sheet | Dec. 27, 2025 | Jun. 28, 2025 | ||||||||||||
| (In millions) | ||||||||||||||
| ASSETS | ||||||||||||||
| Receivables due from non-obligor subsidiaries | $ | 205 | $ | 377 | ||||||||||
| Current assets | 6,141 | 6,015 | ||||||||||||
| Total current assets | $ | 6,346 | $ | 6,392 | ||||||||||
| Notes receivable from non-obligor subsidiaries | $ | 44 | $ | 20 | ||||||||||
| Other noncurrent assets | 5,325 | 5,211 | ||||||||||||
| Total noncurrent assets | $ | 5,369 | $ | 5,231 | ||||||||||
| LIABILITIES | ||||||||||||||
| Payables due to non-obligor subsidiaries | $ | 58 | $ | 61 | ||||||||||
| Other current liabilities | 3,303 | 3,214 | ||||||||||||
| Total current liabilities | $ | 3,361 | $ | 3,275 | ||||||||||
| Notes payable to non-obligor subsidiaries | $ | 405 | $ | 334 | ||||||||||
| Long-term debt | 11,704 | 11,890 | ||||||||||||
| Other noncurrent liabilities | 1,741 | 1,538 | ||||||||||||
| Total noncurrent liabilities | $ | 13,850 | $ | 13,762 | ||||||||||
| Combined Parent and Guarantor Subsidiaries Summarized Results of Operations | 26-Week Period Ended Dec. 27, 2025 | |||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Sales | $ | 25,336 | ||||||||||||||||||||||||
| Gross profit | 4,506 | |||||||||||||||||||||||||
| Operating income | 1,108 | |||||||||||||||||||||||||
| Interest expense from non-obligor subsidiaries | 72 | |||||||||||||||||||||||||
| Net earnings | 674 | |||||||||||||||||||||||||
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
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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 the second quarter of 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 and share repurchase programs, our expectation of future macroeconomic conditions and other statements that are not historical facts.
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;
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•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;
•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; and
•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.
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
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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.
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 December 27, 2025. 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 December 27, 2025, 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 December 27, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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
For a discussion of our risk factors, see the section entitled “Risk Factors” in our fiscal 2025 Form 10-K.
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 second 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 | |||||||||||||||||||||||
| September 28 - October 25 | — | $ | — | — | — | ||||||||||||||||||
| Month #2 | |||||||||||||||||||||||
| October 26 - November 22 | 3,549 | 75.33 | — | — | |||||||||||||||||||
| Month #3 | |||||||||||||||||||||||
| November 23 - December 27 | — | — | — | — | |||||||||||||||||||
| Totals | 3,549 | $ | 75.33 | — | — | ||||||||||||||||||
(1) | The total number of shares purchased includes 0, 3,549, 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 no shares under our share repurchase program during the first 26 weeks of fiscal 2026. As of December 27, 2025, we had a remaining authorization of approximately $1.5 billion. We repurchased no additional shares under our authorization from the end of our fiscal second quarter through January 9, 2026.
55
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 December 27, 2025, no director or executive officer of Sysco adopted terminated
Item 6. Exhibits
The exhibits listed on the Exhibit Index below are filed as a part of this Quarterly Report on Form 10-Q.
56
EXHIBIT INDEX
| 3.1 | — | |||||||
| 3.2 | — | |||||||
| 3.3 | — | |||||||
| 3.4 | — | |||||||
| 10.1†# | — | |||||||
| 10.2†# | — | |||||||
| 10.3†# | — | |||||||
| 10.4†# | — | |||||||
| 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 | ||||||
| 104 | — | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||||
___________
† Executive Compensation Arrangement pursuant to 601(b)(10)(iii)(A) of Regulation S-K
# Filed herewith
* Furnished, not filed.
57
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: January 27, 2026 | By: | /s/ KEVIN P. HOURICAN | ||||||
| Kevin P. Hourican | ||||||||
| Chair of the Board and | ||||||||
| Chief Executive Officer | ||||||||
| Date: January 27, 2026 | By: | /s/ KENNY K. CHEUNG | ||||||
| Kenny K. Cheung | ||||||||
| Executive Vice President, | ||||||||
| Chief Financial Officer | ||||||||
| Date: January 27, 2026 | By: | /s/ JENNIFER L. JOHNSON | ||||||
| Jennifer L. Johnson | ||||||||
| Senior Vice President, | ||||||||
| Chief Accounting Officer | ||||||||
58
EXHIBIT 10.1
SYSCO CORPORATION
2018 OMNIBUS INCENTIVE PLAN
2025 RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award Agreement (“Agreement”) was made and entered into as of November 14, 2025 (“Date of Grant”), by and between Sysco Corporation, a Delaware corporation (hereinafter “Sysco”), and ____________, a director of Sysco (hereinafter “Director”).
W I T N E S S E T H:
WHEREAS, the Board of Directors of Sysco has adopted, and Sysco’s stockholders have approved, the Sysco Corporation 2018 Omnibus Incentive Plan (the “Plan”), the purpose of which is to promote the interests of Sysco and its stockholders by enhancing Sysco’s ability to attract and retain the services of experienced and knowledgeable directors and by encouraging such directors to acquire an increased proprietary interest in Sysco through the ownership of common stock, $1.00 par value, of Sysco (“Common Stock”); and
WHEREAS, the Plan provides that non-employee directors may receive awards of restricted shares of Sysco Common Stock; and
WHEREAS, Director desires to continue to serve on the Board of Directors of Sysco and to accept an award of restricted stock in accordance with the terms and provisions of the Plan and this Agreement;
NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:
1. GRANT OF RESTRICTED SHARES; VESTING
(a) Grant of Restricted Shares. Sysco, as authorized by the Board of Directors, hereby grants to the Director 2,797 shares of restricted Common Stock pursuant to the provisions of the Plan.
(b) Vesting. The Restricted Stock Award shall be subject to vesting as set forth in the Plan and summarized below:
(i) One-hundred percent (100%) of the Restricted Stock Award shall vest on the first anniversary of the Date of Grant.
(ii) Any unvested portion of a Restricted Stock Award shall vest upon the occurrence of a Change in Control. For purposes of this Agreement, “Change in Control” means that a person or persons who are acting together for the purpose of acquiring an equity interest in Sysco acquire beneficial ownership (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended) of 20% or more of the outstanding Common Stock.
2. RESTRICTION ON TRANSFER.
The restricted Common Stock granted as a Restricted Stock Award under this Agreement shall not be sold, pledged, assigned, transferred, or encumbered prior to the time the Restricted Stock Award vests as described herein. Any attempt to sell, pledge, assign, transfer, encumber or otherwise dispose of the shares of Common Stock contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the shares, shall be null, void and without effect.
3. FORM; REMOVAL OF RESTRICTIONS.
Each share of restricted Common Stock granted as a Restricted Stock Award hereunder shall be issued in uncertificated form and credited to a restricted account at a brokerage firm selected by the Company, registered in the name of the Director. If the Restricted Stock vests and all terms and conditions of this Agreement are complied with in full, all restrictions on the restricted Common Stock shall lapse and such restrictions shall be removed from the Director’s restricted brokerage account.
4. CERTAIN RIGHTS OF DIRECTOR.
Except as otherwise set forth herein, Director, as owner of shares of restricted Common Stock granted as a Restricted Stock Award hereunder shall have all the rights of a stockholder with respect to such shares of restricted Common Stock, including, but not limited to, the right to vote such shares and the right to receive all dividends paid with respect to such shares; provided, that all such rights shall be forfeited in respect to any portion of the Restricted Stock Award as of the date all or any portion of such award is forfeited. Cash dividends paid on the Restricted Stock Award shall accrue during the vesting period and shall be subject to vesting and forfeiture to the same extent as the shares of Common Stock with respect to which such cash dividends have been declared.
In the event of a dividend or distribution payable in stock or other property or a reclassification, split up or similar event during the vesting period, the shares or other property issued or declared with respect to the non-vested Restricted Stock Award shall be subject to the same terms and conditions relating to vesting as the shares to which they relate.
5. CESSATION OF SERVICE.
Except as set forth below and unless otherwise determined by the Board, if Director ceases to be a Non-Employee Director (as defined in the Plan) prior to the vesting of any portion of the Restricted Stock Award then Director shall forfeit the portion of the Restricted Stock Award which is not vested on the date he ceases to be a Non-Employee Director; provided, however, that unless otherwise determined
by the Board, if (a) Director serves out his or her term but does not stand for re-election at the end thereof, or (b) Director shall retire from service on the Board (for reasons other than death) prior to the expiration of his or her term and on or after the date he or she attains age 71, Director’s Restricted Stock Award shall remain in effect and vest, as if Director had remained a Non-Employee Director of Sysco. Upon the death of Director, any unvested portion of the Restricted Stock Award shall vest.
6. ADJUSTMENT TO AWARD IN CERTAIN EVENTS.
In the event of a change in the capitalization of Sysco due to a stock split, stock dividend, recapitalization, merger, consolidation, combination, or similar event, the aggregate shares of restricted Common Stock subject to this Agreement shall be adjusted to reflect such change pursuant to the Plan.
7. WITHHOLDING.
If and to the extent required by applicable law, distributions under the Plan are subject to withholding of all applicable taxes, and Sysco may condition the delivery of any shares or other Plan benefits on satisfaction of the applicable withholding obligations. Sysco, in its discretion, may either: (a) require Director to pay to Sysco an amount sufficient to satisfy any local, state, Federal and foreign income tax, employment tax and insurance withholding requirements prior to the delivery of any payment or stock owing to Director pursuant to the Restricted Stock Award; or, in its discretion, (b) permit Director to surrender shares of Common Stock which Director already owns, or reduces the number of shares to be delivered to Director by that number of shares of the Restricted Stock Award, in each case in an amount sufficient to satisfy all or a portion of such tax or other withholding requirements, but only to the extent of the minimum amount required to be withheld under applicable law. Any such shares of Common Stock surrendered or otherwise tendered shall be valued at the Fair Market Value thereof, as defined in the Plan.
8. REGULATORY AUTHORITY.
Notwithstanding any other provision of this Agreement to the contrary, Director agrees that Sysco shall not be obligated to deliver any shares of Common Stock, if counsel to Sysco determines such delivery would violate any law or regulation of any governmental authority or agreement between Sysco and any national securities exchange upon which the Common Stock is listed.
9. PLAN CONTROLS.
The Restricted Stock Award is subject to the terms of the Plan, which is incorporated herein by this reference. In the event of a conflict between the terms of this Agreement and the Plan, the Plan shall be the controlling document.
10. DATA PRIVACY.
To the extent that consent is required, Director hereby consents to the collection, use and transfer, in electronic or other form, of Director’s personal data as described in this Agreement and any other materials by and among the Company and for the purpose of implementing, administering and managing Director’s participation in the Plan.
Director understands that the Company and any Affiliated Companies may hold certain personal information about Director, including but not limited to his or her name, home address, email address, telephone number, date of birth, social security number, passport number or other identification number, salary, nationality, any shares of Stock or directorships held in the Company and details of all Awards or any other entitlements to shares of Stock awarded, cancelled, vested, unvested, or outstanding in Director’s favor (“Data”), for the purpose of implementing, administering or managing the Plan. Certain Data may also constitute “sensitive personal data” within the meaning of applicable local law. Such Data includes, but is not limited to, the information provided above and any changes thereto and other appropriate personal and financial data about Director. Director hereby provides explicit consent to the Company, the Employer and any Affiliated Companies to process any such Data to the extent it is necessary for the purposes of implementing, administering and managing Director’s participation in the Plan.
Director understands that Data will be transferred, for the purposes of implementing, administering and managing Director’s participation in the Plan, to such equity plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. Director understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have data privacy laws and protections which provide standards of protection that are different to, or lower than, the standards provided by the data privacy laws in Director’s country. Director understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting the stock plan administrator of the Company. Director authorizes the Company, the Company’s equity service plan provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. Director understands that Data will be held only as long as is necessary to implement, administer and manage Director’s participation in the Plan. Further, Director understands that he or she is providing the consents herein on a purely voluntary basis. If Director does not consent, or if Director later seeks to revoke his or her consent, his or her status with the Company will not be affected; the only consequence of refusing or withdrawing Director’s consent is that the Company would not be able to grant Director Awards or other equity awards or administer or maintain such awards. Therefore, Director understands that refusing or withdrawing his or her consent may affect Director’s ability to participate in the Plan.
Finally, Director understands that the Company may rely on a different legal basis for the processing and/or transfer of Data in the future and/or request Director to provide an executed acknowledgment or data privacy consent form (or any other acknowledgments, agreements or consents) to the Company that the Company may deem necessary to obtain under the data privacy laws in Director’s country, either now or in the future. Director understands that he or she will not be able to participate in the Plan if he or she fails to execute any such acknowledgment, agreement or consent requested by the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
Sysco Corporation
By: Kevin P. Hourican
Chair of the Board and Chief Executive Officer
DIRECTOR:
Name:
EXHIBIT 10.2
SYSCO CORPORATION
2018 OMNIBUS INCENTIVE PLAN
2025 RESTRICTED STOCK AWARD AGREEMENT
SHARE UNITS
This Restricted Stock Award Agreement (“Agreement”) was made and entered into as of November 14, 2025 (“Date of Grant”), by and between Sysco Corporation, a Delaware corporation (hereinafter “Sysco”), and ____________, a director of Sysco (hereinafter “Director”).
W I T N E S S E T H:
WHEREAS, the Board of Directors of Sysco has adopted, and Sysco’s stockholders have approved, the Sysco Corporation 2018 Omnibus Incentive Plan (the “Plan”), the purpose of which, among other things, is to promote the interests of Sysco and its stockholders by enhancing Sysco’s ability to attract and retain the services of experienced and knowledgeable directors and by encouraging such directors to acquire an increased proprietary interest in Sysco through the ownership of common stock, $1.00 par value, of Sysco (“Common Stock”); and
WHEREAS, the Board of Directors of Sysco has adopted the Sysco Corporation 2009 Board of Directors Stock Deferral Plan (the “Stock Deferral Plan”), the purpose of which is to provide its non-employee directors the opportunity to defer receipt of stock that would otherwise be transferred to them during their service on the Board of Directors of Sysco Corporation under the Plan in order to allow them to participate in the long-term success of Sysco and to promote a greater alignment of interests between the non-employee directors and the shareholders;
WHEREAS, the Plan provides that non-employee directors may receive awards of restricted shares of Sysco Common Stock and may defer the receipt of such shares under the Stock Deferral Plan; and
WHEREAS, Director desires to continue to serve on the Board of Directors of Sysco and to accept an award of restricted stock in accordance with the terms and provisions of the Plan and this Agreement;
NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:
1. GRANT OF RESTRICTED SHARES; CONVERSION TO SHARE UNITS; VESTING
(a) Grant of Restricted Shares. Sysco, as authorized by the Board of Directors, hereby grants to the Director 2,797 shares of restricted Common Stock pursuant to the provisions of the Plan.
(b) Exchange for Share Units. Pursuant to Director’s Restricted Share Deferral Election (as defined in the Stock Deferral Plan), Director elected to defer receipt of 100% of the shares of restricted Common Stock granted during calendar year 2025. As a result, 2,797 shares of restricted Common Stock (the “Exchanged Shares”) granted to Director pursuant to paragraph 1(a) of this Agreement are hereby exchanged for Share Units (as defined in the Stock Deferral Plan) under the Stock Deferral Plan and the Director shall have no rights to receive the Exchanged Shares. The Director’s rights with respect to the Share Units received in exchange for the Exchanged Shares, as well as the terms and conditions of the Share Units, are those as described in the Stock Deferral Plan; provided, however, vesting of the Share Units and the rights to the Share Units upon Director’s Cessation of Service on the Board shall be determined under Section 1(c) and Section 2 of this Agreement, as applicable.
(c) Vesting. The Share Units received in exchange for the Exchanged Shares shall be subject to vesting as follows:
(i) One-hundred percent (100%) of the Share Units received in exchange for the Exchanged Shares shall vest on the first anniversary of the Date of Grant.
(ii) Any unvested portion of the Share Units received in exchange for the Exchanged Shares shall vest upon the occurrence of a Change in Control. For purposes of this Agreement, “Change in Control” means that a person or persons who are acting together for the purpose of acquiring an equity interest in Sysco acquire beneficial ownership (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 20% or more of the outstanding Common Stock.
2. CESSATION OF SERVICE.
Except as set forth below and unless otherwise determined by the Board, if Director ceases to be a Non-Employee Director (as defined in the Plan) prior to the vesting of any portion of the Share Units received in exchange for the Exchanged Shares then Director shall forfeit the portion of the Share Units received in exchange for the Exchanged Shares which is not vested on the date he ceases to be a Non-Employee Director; provided, however, that unless otherwise determined by the Board, if (a) Director serves out his or her term but does not stand for re-election at the end thereof, or (b) Director shall retire from service on the Board (for reasons other than death) prior to the expiration of his or her term and on or after the date he or she attains age 71, Director’s Share Units received in exchange for the Exchanged Shares shall remain in effect and vest, as if Director had remained a Non-Employee Director of Sysco. Upon the death of Director, any unvested portion of the Share Units received in exchange for the Exchanged Shares shall vest.
3. ADJUSTMENT TO AWARD IN CERTAIN EVENTS.
In the event of a change in the capitalization of Sysco due to a stock split, stock dividend, recapitalization, merger, consolidation, combination, or similar event, the Share Units subject to this Agreement shall be adjusted to reflect such change pursuant to the Plan.
4. NO SHAREHOLDER RIGHTS; DIVIDEND EQUIVALENTS. Director shall have no rights and privileges of a shareholder with respect to shares of Common Stock underlying the Share Units, including voting or dividend rights, until certificates for shares have been issued upon payment of vested Share Units. Cash dividends paid on shares underlying the Share Units shall be converted to additional Share Units as described in the Stock Deferral Plan. Such additional Share Units shall be subject to vesting and forfeiture to the same extent as the underlying Share Units and shall be paid at the same time as the underlying Share Units are paid pursuant to the Stock Deferral Plan.
5. WITHHOLDING.
If and to the extent required by applicable law, distributions under the Plan are subject to withholding of all applicable taxes, and Sysco may condition the delivery of any shares or other Plan benefits on satisfaction of the applicable withholding obligations. Sysco, in its discretion, may either: (a) require Director to pay to Sysco an amount sufficient to satisfy any local, state, Federal and foreign income tax, employment tax and insurance withholding requirements prior to the delivery of any payment or stock owing to Director pursuant to the Restricted Stock Award; or, in its discretion, (b) permit Director to surrender shares of Common Stock which Director already owns, or reduces the number of shares to be delivered to Director by that number of shares of the Restricted Stock Award, in each case in an amount sufficient to satisfy all or a portion of such tax or other withholding requirements, but only to the extent of the minimum amount required to be withheld under applicable law. Any such shares of Common Stock surrendered or otherwise tendered shall be valued at the Fair Market Value thereof, as defined in the Plan.
6. REGULATORY AUTHORITY.
Notwithstanding any other provision of this Agreement to the contrary, Director agrees that Sysco shall not be obligated to deliver any shares of Common Stock, if counsel to Sysco determines such delivery would violate any law or regulation of any governmental authority or agreement between Sysco and any national securities exchange upon which the Common Stock is listed.
7. PLAN CONTROLS.
The Share Units are subject to the terms of the Plan and the Stock Deferral Plan, which are incorporated herein by this reference. In the event of a conflict between the terms of this Agreement and the Plan or the Deferral Plan, the Plan or the Deferral Plan, as applicable, shall be the controlling document.
8. RESTRICTION ON TRANSFER; UNFUNDED ARRANGEMENT.
The Share Units may not be sold, pledged, assigned, transferred, or encumbered. Any attempt to sell, pledge, assign, transfer, encumber or otherwise dispose of the Share Units contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the shares, shall be null, void and without effect. The Share Units are an unfunded arrangement, and Director shall have no rights with respect to the Share Units other than those of a general creditor of Sysco.
9. SECTION 409A. This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code, consistent with Section 5.12 of the Plan.
10. DATA PRIVACY.
To the extent that consent is required, Director hereby consents to the collection, use and transfer, in electronic or other form, of Director’s personal data as described in this Agreement and any other materials by and among the Company and for the purpose of implementing, administering and managing Director’s participation in the Plan.
Director understands that the Company and any Affiliated Companies may hold certain personal information about Director, including but not limited to his or her name, home address, email address, telephone number, date of birth, social security number, passport number or other identification number, salary, nationality, any shares of Stock or directorships held in the Company and details of all Awards or any other entitlements to shares of Stock awarded, cancelled, vested, unvested, or outstanding in Director’s favor (“Data”), for the purpose of implementing, administering or managing the Plan. Certain Data may also constitute “sensitive personal data” within the meaning of applicable local law. Such Data includes, but is not limited to, the information provided above and any changes thereto and other appropriate personal and financial data about Director. Director hereby provides explicit consent to the Company, the Employer and any Affiliated Companies to process any such Data to the extent it is necessary for the purposes of implementing, administering and managing Director’s participation in the Plan.
Director understands that Data will be transferred, for the purposes of implementing, administering and managing Director’s participation in the Plan, to such equity plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. Director understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have data privacy laws and protections which provide standards of protection that are different to, or lower than, the standards provided by the data privacy laws in Director’s country. Director understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting the stock plan administrator of the Company. Director authorizes the Company, the Company’s equity service plan provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and
managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. Director understands that Data will be held only as long as is necessary to implement, administer and manage Director’s participation in the Plan. Further, Director understands that he or she is providing the consents herein on a purely voluntary basis. If Director does not consent, or if Director later seeks to revoke his or her consent, his or her status with the Company will not be affected; the only consequence of refusing or withdrawing Director’s consent is that the Company would not be able to grant Director Awards or other equity awards or administer or maintain such awards. Therefore, Director understands that refusing or withdrawing his or her consent may affect Director’s ability to participate in the Plan.
Finally, Director understands that the Company may rely on a different legal basis for the processing and/or transfer of Data in the future and/or request Director to provide an executed acknowledgment or data privacy consent form (or any other acknowledgments, agreements or consents) to the Company that the Company may deem necessary to obtain under the data privacy laws in Director’s country, either now or in the future. Director understands that he or she will not be able to participate in the Plan if he or she fails to execute any such acknowledgment, agreement or consent requested by the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
Sysco Corporation
By: Kevin P. Hourican
Chair of the Board and Chief Executive Officer
DIRECTOR:
Name:
Exhibit 10.3
Summary of Non-Employee
Director Compensation Program for CY2026
•Each non-employee director will receive an annual base retainer of $110,000. The Chair of the Board, the Lead Independent Director, as well as the Committee Chairpersons, will receive additional annual retainer amounts as follows:
oChair of the Board: $250,0001
oLead Independent Director: $100,0002
oAudit Committee Chair: $30,000
oCompensation & Leadership Development Committee Chair: $20,000
oCorporate Governance & Nominating Committee Chair: $20,000
oSustainability Committee Chair: $20,000
oTechnology Committee Chair: $20,000
•The payments described above will continue to be paid on a quarterly basis.
•The Board will continue to issue annual restricted stock awards (currently, each non-employee director receives stock with a value of $210,000). These awards shall be subject to a minimum one-year vesting.
•Board members will be able to elect to receive up to 100% of their annual base retainer in stock; in addition, the Chair of the Board and the Committee Chairs may elect to receive up to 100% of their additional amounts in stock.
•To the extent that a director does not choose to receive stock in lieu of cash, he or she may defer the cash under the Non-Employee Director Deferred Compensation Plan.
Directors may elect to defer up to 100% of the equity they receive under the 2009 Non-Employee Directors Stock Deferral Plan.
1 If the Chair is a non-employee/independent director.
2 To be split equally between cash and equity.
Exhibit 10.4
Sysco Corporation 1390 Enclave Parkway Houston, Texas 77077 T 281.584.1390 sysco.com | |||||
PERSONAL AND CONFIDENTIAL
November 18, 2025
Greg Bertrand
Delivered via email: [* * * ]
Dear Greg:
We are pleased to present you with the Sysco leadership role of Strategic Advisor, reporting to me, with an effective date of January 1, 2026. Included in this agreement (hereinafter “Advisor Agreement”), are the details of this part time role, including the compensation and benefits you will be eligible for.
•In this Strategic Advisor role, you will no longer serve as an executive officer of the Company and will work approximately twenty (20) hours a week, on average, in support of projects as determined by me and/or my delegates.
•Your annual base salary will be $443,500 (less applicable tax withholdings).
•You will receive a one-time cash award valued at two hundred and fifty thousand dollars ($250,000) less applicable tax withholdings (the “Advisor Commencement Award”). The Advisor Commencement Award will be payable within 30 days of the commencement of this Advisor Agreement and is subject to your continued employment with Sysco.
•Your previously issued Long-term incentive (LTI) grants will continue to vest according to the vesting schedule set forth in your equity agreement, provided you remain employed with Sysco through the applicable vesting period. Going forward, you will not be eligible for additional / future equity grants.
•For FY2026, you will be eligible for a pro-rated portion of your bonus with actual payment based on your base salary earned during H1 of FY2026 (July 2025 – December 2025) and the Company’s financial performance. Eligibility for the AIP award is contingent upon your continued employment with Sysco through the time of payout for FY2026 annual incentives. You will not be eligible for AIP awards in future fiscal years.
•You will continue to be eligible for full Sysco benefits with medical, dental, vision, life/AD&D insurance.
•You will continue to be eligible to participate in the Sysco Corporation Employees 401(k) Plan.
Greg Bertrand
Page 2
•In addition to Sysco’s standard employee benefits, you will continue to be eligible to participate in the following significant executive benefit programs: Management Savings Plan, Disability Income and additional group life and accidental death and dismemberment insurance coverage.
•You will serve in this role as Strategic Advisor for at least nine (9) months (until September 30, 2026). In the event the Company decides to end this part-time Strategic Advisor role prior to September 30, 2026, for any reason other than cause (as determined by Sysco at its sole discretion), you will be relieved of your work obligations for Sysco but remain employed and receive compensation and benefits through September 30, 2026.
Please be advised that by signing below you acknowledge that the changes to your work schedule and compensation do not constitute a “Change in Control Termination;” a material diminution in your authority, duties or responsibilities; or a material diminution in your annual based salary as defined by the letter you received from me dated June 13, 2020, regarding Benefits Upon Termination Under Certain Circumstances (“Severance Letter”). Please also be advised that this letter is not intended to create or imply any contract or contractual rights between you and Sysco Corporation. Any employee may terminate their employment at any time, with or without reason, and the company retains the same right.
Greg, we are excited to continue to have you on the Sysco team and look forward to your future contributions to the success of the Company. We appreciate your taking on this part time position to assist Sysco as you transition into retirement
If you have any questions, please contact me or Ron Phillips.
Sincerely,
/s/ Kevin Hourican
Kevin Hourican
Chair of the Board and Chief Executive Officer
Agreed and Accepted: Date:
/s/ Greg Bertrand 11/21/2025
_____________________________________ ___________________
Greg Bertrand
cc: Ron Phillips, Executive Vice President, Chief Human Resources Officer
Jenn Schott, Executive Vice President, Chief Legal Officer & Secretary
Jesse Stephan, Vice President, Total Rewards
Mike Pultorak, Sr. Director, Executive Compensation and Mobility
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 | ||
| $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 | |||||||
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: January 27, 2026
/s/ KEVIN P. HOURICAN
Kevin P. Hourican
Chair of the Board and Chief Executive Officer
Exhibit 31.2
CERTIFICATION
I, Kenny K. Cheung, 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: January 27, 2026
/s/ KENNY K. CHEUNG
Kenny K. Cheung
Executive Vice President, Chief Financial Officer
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 December 27, 2025 (“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: January 27, 2026
/s/ KEVIN P. HOURICAN
Kevin P. Hourican
Chair of the Board and Chief Executive Officer
Exhibit 32.2
CERTIFICATION PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
I, Kenny K. Cheung, Executive Vice President, 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 December 27, 2025 (“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: January 27, 2026
/s/ KENNY K. CHEUNG
Kenny K. Cheung
Executive Vice President, Chief Financial Officer