← Back to SYY filing summaryOriginal filing text · Part II
Item 8 — Financial Statements and Supplementary Data
Sysco Corporation · 10-K · FY 2026 · Period ended Jun 27, 2026
View complete filing on SEC EDGAR ↗This is the extracted source text from the SEC filing. Formatting may differ from the original document.
SYSCO CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Consolidated Financial Statements:
Report of Management on Internal Control Over Financial Reporting 66
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (PCAOB ID: 42) 67
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements (PCAOB ID: 42) 68
Consolidated Balance Sheets 70
Consolidated Results of Operations 71
Consolidated Statements of Comprehensive Income 72
Changes in Consolidated Shareholders’ Equity 73
Consolidated Cash Flows 74
Notes to Consolidated Financial Statements 75
All schedules are omitted because they are not applicable, or the information is set forth in the consolidated financial statements or notes thereto.
65
REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Sysco Corporation (Sysco) is responsible for establishing and maintaining adequate internal control over financial reporting for the company. Sysco’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements in accordance with U.S. generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Also, any evaluation of the effectiveness of controls in future periods is subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Sysco’s management assessed the effectiveness of Sysco’s internal control over financial reporting as of June 27, 2026. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on this assessment, management concluded that, as of June 27, 2026, Sysco’s internal control over financial reporting was effective based on those criteria.
Ernst & Young LLP, the independent registered public accounting firm that audited the company’s consolidated financial statements included in this report, has issued an audit report on the effectiveness of Sysco’s internal control over financial reporting as of June 27, 2026.
66
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Sysco Corporation
Opinion on Internal Control Over Financial Reporting
We have audited Sysco Corporation and its consolidated subsidiaries’ internal control over financial reporting as of June 27, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Sysco Corporation and its consolidated subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 27, 2026, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2026 consolidated financial statements of the Company and our report dated August 20, 2026, expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Houston, Texas
August 20, 2026
67
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Sysco Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Sysco Corporation and its consolidated subsidiaries (the Company) as of June 27, 2026 and June 28, 2025, the related consolidated results of operations, statements of comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended June 27, 2026 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 27, 2026 and June 28, 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 27, 2026, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 27, 2026, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated August 20, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.
Valuation of Goodwill
Description of the Matter At June 27, 2026, the Company’s goodwill was $5,225 million. As discussed in Note 1 of the consolidated financial statements, goodwill is tested by the Company’s management for impairment at least annually unless there are indications of impairment at other points throughout the fiscal year. Auditing management’s impairment tests for goodwill is complex and highly judgmental due to the significant estimation required to determine the fair value of the reporting units. In particular, the fair value estimate of one reporting unit was more sensitive to changes in significant assumptions including changes in projected cash flows and weighted average cost of capital. These assumptions are sensitive to and affected by expected future market or economic conditions and company-specific qualitative factors.
68
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above. We also tested controls over management’s review of the data used in their valuation models. To test the estimated fair value of the reporting unit, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We compared projected cash flows to the Company’s historical cash flows and other available industry information. We involved our valuation specialists to assist in reviewing the valuation methodology and testing the weighted average cost of capital. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
Houston, Texas
August 20, 2026
69
Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In millions, except for share data)
Jun. 27, 2026 Jun. 28, 2025
ASSETS
Current assets
Cash and cash equivalents $ 1,786 $ 1,071
Accounts receivable, less allowances of $13 and $17 5,865 5,502
Inventories 5,338 5,053
Prepaid expenses and other current assets 427 338
Income tax receivable 21 4
Total current assets 13,437 11,968
Plant and equipment at cost, less accumulated depreciation 5,974 6,084
Other long-term assets
Goodwill 5,225 5,231
Intangibles, less amortization 952 1,080
Deferred income taxes 506 497
Operating lease right-of-use assets, net 1,389 1,131
Other assets 914 783
Total other long-term assets 8,986 8,722
Total assets $ 28,397 $ 26,774
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable $ 6,640 $ 6,512
Accrued expenses 2,456 2,268
Accrued income taxes 60 51
Current operating lease liabilities 166 136
Current maturities of long-term debt 1,201 949
Total current liabilities 10,523 9,916
Long-term liabilities
Long-term debt 12,315 12,360
Deferred income taxes 456 345
Long-term operating lease liabilities 1,285 1,049
Other long-term liabilities 1,152 1,247
Total long-term liabilities 15,208 15,001
Noncontrolling interest — 27
Shareholders’ equity
Preferred stock, par value $1 per share Authorized 1,500,000 shares, issued none — —
Common stock, par value $1 per share Authorized 2,000,000,000 shares, issued 765,174,900 shares 765 765
Paid-in capital 2,114 1,986
Retained earnings 13,748 13,061
Accumulated other comprehensive income (loss), net (1,014) (1,098)
Treasury stock at cost, 286,631,270 and 287,678,658 shares (12,947) (12,884)
Total shareholders’ equity 2,666 1,830
Total liabilities and shareholders’ equity $ 28,397 $ 26,774
See Notes to Consolidated Financial Statements
70
Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED RESULTS OF OPERATIONS
(In millions, except for share and per share data)
Year Ended
Jun. 27, 2026 Jun. 28, 2025 Jun. 29, 2024
(In millions except for share and per share data)
Sales $ 84,553 $ 81,370 $ 78,844
Cost of sales 68,914 66,401 64,236
Gross profit 15,639 14,969 14,608
Operating expenses 12,544 11,881 11,406
Operating income 3,095 3,088 3,202
Interest expense 717 635 607
Other expense (income), net 102 38 30
Earnings before income taxes 2,276 2,415 2,565
Income taxes 519 587 610
Net earnings $ 1,757 $ 1,828 $ 1,955
Net earnings:
Basic earnings per share $ 3.67 $ 3.74 $ 3.90
Diluted earnings per share 3.66 3.73 3.89
Average shares outstanding 479,117,877 488,144,333 501,238,422
Diluted shares outstanding 480,612,203 489,825,648 503,096,086
See Notes to Consolidated Financial Statements
71
Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
Year Ended
Jun. 27, 2026 Jun. 28, 2025 Jun. 29, 2024
(In millions)
Net earnings $ 1,757 $ 1,828 $ 1,955
Other comprehensive income (loss):
Foreign currency translation adjustment (124) 287 (33)
Items presented net of tax:
Amortization of cash flow hedges 4 5 7
Change in net investment hedges 48 (49) (3)
Change in cash flow hedges 30 (3) 16
Change in excluded components of fair value hedge 2 (2) 2
Amortization of actuarial loss 22 20 20
Net actuarial gain (loss) and other adjustments arising in current year 101 (21) (97)
Change in marketable securities 1 4 2
Total other comprehensive income (loss) 84 241 (86)
Comprehensive income $ 1,841 $ 2,069 $ 1,869
See Notes to Consolidated Financial Statements
72
Sysco Corporation and its Consolidated Subsidiaries
CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY
(In millions, except for share data)
Common Stock Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss), Net Treasury Stock
Shares Amount Shares Amounts Totals
(In millions except for share data)
Balance as of July 1, 2023 765,174,900 $ 765 $ 1,815 $ 11,311 $ (1,253) 260,062,834 $ (10,629) $ 2,009
Net earnings 1,955 1,955
Other comprehensive loss (86) (86)
Dividends declared ($2.01 per common share) (1,006) (1,006)
Treasury stock purchases (25) 16,452,041 (1,216) (1,241)
Share-based compensation awards 118 (3,098,190) 111 229
Balance as of June 29, 2024 765,174,900 $ 765 $ 1,908 $ 12,260 $ (1,339) 273,416,685 $ (11,734) $ 1,860
Net earnings 1,828 1,828
Other comprehensive income 241 241
Dividends declared ($2.07 per common share) (1,008) (1,008)
Treasury stock purchases 16,988,703 (1,250) (1,250)
Share-based compensation awards 78 (2,726,730) 100 178
Adjustments to redeemable non-controlling interest (19) (19)
Balance as of June 28, 2025 765,174,900 $ 765 $ 1,986 $ 13,061 $ (1,098) 287,678,658 $ (12,884) $ 1,830
Net earnings 1,757 1,757
Other comprehensive income 84 84
Dividends declared ($2.17 per common share) (1,042) (1,042)
Treasury stock purchases 2,230,415 (200) (200)
Share-based compensation awards 128 (3,277,803) 137 265
Adjustments to redeemable non-controlling interest (28) (28)
Balance as of June 27, 2026 765,174,900 $ 765 $ 2,114 $ 13,748 $ (1,014) 286,631,270 $ (12,947) $ 2,666
See Notes to Consolidated Financial Statements
73
Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED CASH FLOWS
(In millions)
Year Ended
Jun. 27, 2026 Jun. 28, 2025 Jun. 29, 2024
Cash flows from operating activities:
Net earnings $ 1,757 $ 1,828 $ 1,955
Adjustments to reconcile net earnings to cash provided by operating activities:
Share-based compensation expense 118 93 104
Depreciation and amortization 976 945 873
Operating lease asset amortization 153 141 124
Amortization of debt issuance and other debt-related costs 46 15 19
Deferred income taxes 10 (13) 27
Provision for losses on receivables 73 85 57
Goodwill impairment — 92 —
Other non-cash items (40) (100) (12)
Additional changes in certain assets and liabilities, net of effect of businesses acquired:
Increase in receivables (469) (206) (110)
Increase in inventories (293) (330) (70)
Increase in prepaid expenses and other current assets (25) (22) (2)
Increase in accounts payable 354 143 104
Increase (decrease) in accrued expenses 214 (14) (12)
Decrease in operating lease liabilities (215) (177) (144)
(Decrease) increase in accrued income taxes (7) (62) 13
(Increase) decrease in other assets (29) 18 38
Increase in other long-term liabilities 15 74 25
Net cash provided by operating activities 2,638 2,510 2,989
Cash flows from investing activities:
Additions to plant and equipment (700) (906) (832)
Proceeds from sales of plant and equipment 176 214 79
Acquisition of businesses, net of cash acquired (189) (40) (1,210)
Purchase of marketable securities (61) (32) (33)
Proceeds from sales of marketable securities 54 29 29
Other investing activities 24 18 5
Net cash used for investing activities (696) (717) (1,962)
Cash flows from financing activities:
Bank and commercial paper borrowings, net (263) 45 200
Other debt borrowings including senior notes 1,252 1,254 1,362
Other debt repayments including senior notes (908) (549) (447)
Proceeds from stock option exercises 137 110 120
Stock repurchases (200) (1,250) (1,232)
Dividends paid (1,037) (1,000) (1,008)
Debt issuance costs (108) (10) (13)
Other financing activities (32) (12) (20)
Net cash used for financing activities (1,159) (1,412) (1,038)
Effect of exchange rates on cash, cash equivalents and restricted cash (14) 22 (10)
Net increase (decrease) in cash, cash equivalents and restricted cash 769 403 (21)
Cash, cash equivalents and restricted cash at beginning of period 1,348 945 966
Cash, cash equivalents and restricted cash at end of period $ 2,117 $ 1,348 $ 945
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 670 $ 629 $ 557
Income taxes, net of refunds (1) 477 640 564
(1) Cash paid for income taxes, net for fiscal year 2026 and 2025 includes $227 million and $190 million, respectively, of cash paid for the purchase of federal tax credits.
See Notes to Consolidated Financial Statements
74
Sysco Corporation and its Consolidated Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unless this Form 10-K indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Sysco,” or the “company” as used in this Form 10-K refer to Sysco Corporation together with its consolidated subsidiaries and divisions.
1. SUMMARY OF ACCOUNTING POLICIES
Business and Consolidation
Sysco Corporation, acting through its subsidiaries and divisions (Sysco or the company), is the global leader in selling, marketing and distributing food and related products to customers who prepare meals away from home. This includes restaurants, healthcare and educational facilities, lodging establishments, entertainment venues, and more.
Sysco’s fiscal year ends on the Saturday nearest to June 30th. This resulted in a 52-week year ended June 27, 2026 for fiscal 2026, a 52-week year ended June 28, 2025 for fiscal 2025, and a 52-week year ended June 29, 2024 for fiscal 2024. The company will have a 53-week year ending July 3, 2027 for fiscal 2027.
The accompanying financial statements include the accounts of Sysco and its consolidated subsidiaries. All significant intercompany transactions and account balances have been eliminated.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates that affect the reported amounts of assets, liabilities, sales and expenses. Actual results could differ from the estimates used.
Cash and Cash Equivalents
Cash includes cash equivalents such as cash deposits, time deposits, certificates of deposit, commercial paper, high-quality money market funds and all highly liquid instruments with original maturities of three months or less, which are recorded at fair value.
Accounts Receivable, Less Allowances
Accounts receivable consist primarily of trade receivables from customers and receivables from suppliers for marketing or incentive programs. Sysco determines the past due status of trade receivables based on contractual terms with each customer and evaluates the collectability of accounts receivable to determine an appropriate allowance for credit losses on trade receivables. To calculate an allowance for credit losses, we estimate uncollectible amounts based on historical loss experience, including those experienced during times of local and regional disasters, current conditions and collection rates, and expectations regarding future losses. Allowances are recorded for all other receivables based on an analysis of historical trends of write-offs and recoveries.
We utilize arrangements to sell portions of our trade accounts receivable to third-party financial institutions on a non-recourse basis in exchange for cash. The arrangements meet the requirements for the receivables transferred to be accounted for as sales and are accounted for as a reduction in trade receivables. Proceeds from the sales are reported net of negotiated discount and are recorded as a reduction to accounts receivable outstanding in the company’s consolidated balance sheets and as cash flows from operating activities in the company’s consolidated statements of cash flows. Accounts receivable sold under these arrangements were $5.9 billion and $5.2 billion for the fiscal years ended June 27, 2026 and June 28, 2025, respectively.
In certain instances, Sysco has continuing involvement in the receivables 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 amounts of receivables that have been derecognized and remain outstanding were $222 million and $189 million at June 27, 2026 and June 28, 2025, respectively. We continue to service the receivables post-transfer on a non-recourse basis with no participating interest.
Inventories
Inventories consisting primarily of finished goods include food and related products and lodging products held for resale. Inventories are valued at the lower of cost (first-in, first-out method) and net realizable value. Elements of costs include
75
the purchase price of the product and freight charges to deliver the product to the company’s warehouses and are net of certain cash received from vendors (see Vendor Consideration).
Inventory balances are adjusted for slow-moving, excess, and obsolete inventories. Inventory valuation reserves are estimated based on the consideration of a variety of factors, including but not limited to, current economic conditions and business trends, seasonal demand, future merchandising strategies and the age of our products.
Plant and Equipment
Capital additions, improvements and major replacements are classified as plant and equipment and are carried at cost. Depreciation is recorded using the straight-line method, which reduces the book value of each asset in equal amounts over its estimated useful life. Depreciation is included within operating expenses in the consolidated results of operations. Maintenance, repairs and minor replacements are charged to earnings when they are incurred. Upon the disposition of an asset, its accumulated depreciation is deducted from the original cost, and any gain or loss is reflected in current earnings.
We capitalize certain computer software and costs incurred in developing and enhancing software for internal use. When these assets become ready for their intended use, these costs are included in computer hardware and software and amortized on a straight-line basis over their estimated useful lives. Capitalized costs related to the acquisition and development of internal use software were $161 million in fiscal 2026, $156 million in fiscal 2025 and $171 million in fiscal 2024.
Long-Lived Assets
For assets held for use, Sysco groups assets and liabilities at the lowest level for which cash flows are separately identifiable. If the evaluation indicates that the carrying value of the asset group may not be recoverable, the potential impairment is measured using fair value. Impairment losses for assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal. Management reviews long-lived assets, including finite-lived intangible assets, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Cash flows expected to be generated by the related asset groups are estimated over the asset group’s useful life on an undiscounted basis.
Goodwill and Indefinite-Lived Intangibles
Goodwill represents the excess of cost over the fair value of net assets acquired. Goodwill and intangibles with indefinite lives are not amortized. Goodwill is assigned to the reporting units that are expected to benefit from the synergies of a business combination. The recoverability of goodwill and indefinite-lived intangibles is assessed annually, or more frequently as needed when events or changes have occurred that would suggest an impairment of carrying value, by determining whether the fair values of the applicable reporting units exceed their carrying values. This annual testing may be performed utilizing either a qualitative or quantitative assessment; however, if a qualitative assessment is performed and it is determined that the fair value of a reporting unit is more likely than not (i.e., a likelihood of more than 50 percent) to be less than its carrying amount, a quantitative test is performed.
For fiscal 2026, we utilized a qualitative assessment for certain reporting units. For the remaining reporting units, Sysco performed a quantitative test using a combination of the income and market approaches. The evaluation of fair value requires a discounted cash flow analysis using projections, estimates and assumptions as to the future performance of the operations in addition to assumptions regarding sales and earnings multiples that would be applied in comparable acquisitions.
In our annual fiscal 2026 assessment, all reporting units were concluded to have a fair value that exceeded book value.
Derivative Financial Instruments
All derivatives are recognized as assets or liabilities within the consolidated balance sheets at fair value at their gross values. Gains or losses on derivative financial instruments designated as fair value hedges are recognized immediately in the consolidated results of operations, along with the offsetting gain or loss related to the underlying hedged item.
Gains or losses on derivative financial instruments designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss), net (AOCI) from inception of the hedges and are reclassified to the consolidated results of operations in conjunction with the recognition of the underlying hedged item. The company will consider economic mismatches between the hedge and hedged transactions on a periodic basis, and if the hedging instrument is
76
not highly effective at achieving offsetting cash flows attributed to changes in the hedged risks, the hedging relationship will be discontinued.
For net investment hedges, the remeasurement gain or loss is recorded in accumulated other comprehensive income (loss), net and will be subsequently reclassified to net earnings when the hedged net investment is either sold or substantially liquidated.
Other financial instruments not designated as hedges are periodically utilized to mitigate exposures to interest rate or foreign currency exposures but do not meet the hedge accounting requirements of Accounting Standards Codification (ASC) 815. The change in fair value of derivative instruments not designated as hedges are recognized within other income (expense), net.
Investments in Corporate-Owned Life Insurance
Investments in Corporate-Owned Life Insurance (COLI) policies are recorded at their cash surrender values as of each balance sheet date. Changes in the cash surrender value during the period are recorded as a gain or loss within operating expenses. Sysco has the ability and intent to hold certain of its COLI policies to maturity; therefore, the company does not record deferred tax balances related to cash surrender value gains or losses for these policies. We invest in COLI policies relating to our executive deferred compensation plan and Supplemental Executive Retirement Plan (SERP). The total amounts related to the company’s investments in COLI policies included in other assets in the consolidated balance sheets were $172 million and $163 million at June 27, 2026 and June 28, 2025, respectively.
Supplier Financing Programs
We have agreements with third parties to provide supplier financing programs which facilitate participating suppliers’ ability to finance payment obligations from the company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the company prior to their scheduled due dates at a discounted price to participating financial institutions. Obligations of the company that have been confirmed as valid require payment by Sysco upon the due date of the obligation.
Our outstanding payment obligations that suppliers financed to participating financial institutions, which are included in accounts payable on the consolidated balance sheets, are as follows:
2026 2025
(In millions)
Confirmed obligations outstanding at beginning of period $ 93 $ 102
Invoices confirmed during the year 1,072 1,186
Confirmed invoices paid during the year (1,082) (1,195)
Confirmed obligations outstanding at end of period $ 83 $ 93
Treasury Stock
We record treasury stock purchases at cost. Shares removed from treasury are valued at cost using the average cost method.
Foreign Currency Translation
The assets and liabilities of all foreign subsidiaries are translated at current exchange rates. Related translation adjustments are recorded as a component of AOCI.
77
Revenue Recognition
Sysco, in accordance with ASC Topic 606, recognizes revenues when the performance obligation is satisfied, which occurs when control of the promised goods or services is transferred to our customers. Revenues are recorded in an amount that reflects the consideration Sysco expects to be entitled to receive in exchange for those goods or services. For the majority of our customer arrangements, control transfers to customers at a point-in-time when goods have been delivered, as that is generally when legal title, physical possession and risks and rewards of goods/services transfers to the customer. The timing of satisfaction of the performance obligation is not subject to significant judgment.
Sales tax collected from customers is not included in revenue, but rather recorded as a liability due to the respective taxing authorities. Shipping and handling costs include costs associated with the selection of products and delivery to customers and are included within operating expenses.
Product Sales Revenues
Sysco generates revenue primarily from the distribution and sale of food and related products to its customers. Substantially all revenue is recognized at the point in time in which the product is delivered to the customer. We grant certain customers sales incentives, such as rebates or discounts, which are accounted for as variable consideration. The variable consideration is based on amounts known at the time the performance obligation is satisfied and, therefore, requires minimal judgment. The disclosure of disaggregated revenues is presented in Note 3, “Revenue.”
Contract Balances
After completion of Sysco’s performance obligations, we have an unconditional right to consideration as outlined in our contracts with customers. We extend credit terms to some of our customers based on our assessment of each customer’s creditworthiness. Customer receivables included in accounts receivable, less allowances in the consolidated balance sheet, were $5.5 billion and $5.1 billion as of June 27, 2026 and June 28, 2025, respectively.
Sysco has certain customer contracts in which upfront monies are paid to its customers. These payments are industry practice and are not related to financing the customer’s business. These payments are not associated with any distinct good or service to be received from the customer and therefore, are treated as a reduction of transaction prices. All upfront payments are capitalized in other assets in the consolidated balance sheets and amortized over the life of the contract or the expected life of the relationship with the customer on a straight-line basis. As of June 27, 2026, Sysco’s contract assets were not material. We have no significant commissions paid that are directly attributable to obtaining a particular contract.
Vendor Consideration
Sysco recognizes consideration received from vendors in the form of invoice deductions or cash, and are recorded as a reduction to cost of sales when the related product has been sold by us. In many instances, the vendor consideration is in the form of a specified amount per case or per pound. In these instances, we recognize the vendor consideration as a reduction of cost of sales when the product is sold.
Shipping and Handling Costs
Shipping and handling costs include costs associated with the selection of products and delivery to customers. Included in operating expenses are shipping and handling costs of approximately $4.8 billion, $4.6 billion and $4.3 billion in fiscal 2026, 2025 and 2024, respectively.
Insurance Program
Sysco maintains a self-insurance program covering portions of workers’ compensation, general and vehicle liability and property insurance costs. The amounts in excess of the self-insured levels are fully insured by third party insurers. Sysco has a wholly owned captive insurance subsidiary (the Captive) with the primary purpose to enhance Sysco’s risk financing strategies by providing Sysco with the opportunity to negotiate insurance premiums in the non-retail insurance market. The Captive must maintain a sufficient level of cash to fund future reserve payments and secure the insurer’s obligations for workers’ compensation, general liability and auto liability programs. The Captive holds restricted assets in order to meet solvency requirements, including a restricted investment portfolio of marketable fixed income securities, which have been classified and accounted for as available-for-sale, and cash and restricted cash equivalents held in a cash deposit account. Further, Sysco has letters of credit available to collateralize the remaining liabilities not covered by restricted cash, restricted
78
cash equivalents and marketable securities. The company also maintains a fully self-insured group medical program. Liabilities associated with these risks are estimated in part by considering historical claims experience, medical cost trends, demographic factors, severity factors and other actuarial assumptions.
Share-Based Compensation
We recognize share-based compensation expense based on the fair value of the awards that are granted. The fair value of performance share unit awards is determined based on the target number of shares of common stock and the company’s stock price on the date of grant and subsequently adjusted based on actual and forecasted performance compared to planned targets. The fair value of stock options is estimated at the date of grant using the Black-Scholes option pricing model. Option pricing methods require the input of subjective assumptions, including the expected stock price volatility. The fair value of restricted stock and restricted stock unit awards are based on the company’s stock price on the date of grant. Measured compensation cost is recognized ratably over the vesting period of the related share-based compensation award.
During the vesting period, we reduce share-based compensation expense for estimated forfeitures based on an analysis of historical trends reviewed annually. Sysco’s estimate of forfeitures is applied at the grant level. The estimate of forfeitures is adjusted to the amount of actual forfeitures at the end of each vesting period.
Income Taxes
We recognize deferred tax assets and liabilities based on the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured pursuant to tax laws using rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The impact on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. The additional United States (U.S.) federal tax burden as a result of the global intangible low taxed income regime is accounted for as a periodic cost.
The determination of our provision for income taxes requires judgment, the use of estimates and the interpretation and application of complex tax laws. The company’s provision for income taxes primarily reflects a combination of income earned and taxed in the various U.S. federal and state, as well as various foreign jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the company’s change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.
Acquisitions
Acquisitions of businesses are accounted for using the acquisition method of accounting. The financial statements include the results of the acquired operations from the respective dates of acquisition.
The purchase price of the acquired entities is preliminarily allocated to the net assets acquired and liabilities assumed based on the estimated fair value at the dates of acquisition. Any excess of cost over the fair value of net assets acquired, including intangibles, is recognized as goodwill. During the measurement period, up to twelve months from the date of acquisition, subsequent changes may be made to adjust the preliminary amounts recognized at the acquisition date to their subsequently determined acquisition-date fair values.
Basis of Presentation
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 and cash flows in conformity with GAAP for all periods presented have been made.
Supplemental Cash Flow Information
Within the Consolidated Statement of Cash Flows, certain items have been grouped as other financing activities. These primarily include cash paid for shares withheld to cover taxes from share-based compensation and debt issuance costs.
79
The following table sets forth the company’s reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Statement of Cash Flows that sum to the total of the same such amounts shown in the consolidated balance sheets:
Jun. 27, 2026 Jun. 28, 2025 Jun. 29, 2024
(In millions)
Cash and cash equivalents $ 1,786 $ 1,071 $ 696
Restricted cash (1) 331 277 249
Total cash, cash equivalents and restricted cash shown in the Consolidated Statement of Cash Flows $ 2,117 $ 1,348 $ 945
(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 the company’s non-cash investing and financing activities:
Jun. 27, 2026 Jun. 28, 2025 Jun. 29, 2024
(In millions)
Non-cash investing and financing activities:
Plant and equipment acquired through financing programs $ 154 $ 281 $ 402
Assets obtained in exchange for finance lease obligations 55 202 115
2. NEW ACCOUNTING STANDARDS
Recent Accounting Guidance Adopted
Income Taxes
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures to enhance income tax information primarily through changes in the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, (our fiscal 2026), and may be applied prospectively or retrospectively. Early adoption is permitted. We have adopted ASU 2023-09 within our fiscal 2026 10-K filing on a prospective basis. The adoption only impacted our disclosures, with no impacts to our financial position or results of operations. See Note 19 included in this Form 10-K for the additional income tax disclosures required as a result of the adoption.
Recent Accounting Guidance Not Yet Adopted
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 improves the disclosures about a public business entity’s expenses by requiring more detailed information about 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
80
transition method. We are currently evaluating the effect of adopting ASU 2025-06 on our consolidated financial statements and disclosures.
Environmental Credits and Environmental Credit Obligations
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). This ASU enhances the recognition, measurement, presentation, and disclosure requirements of environmental credits and environmental credit obligations. ASU 2026-02 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 should be applied on a retrospective basis. We are currently evaluating the effect of adopting ASU 2026-02 on our consolidated financial statements and disclosures.
3. REVENUE
Disaggregation of Sales
The following tables present our sales disaggregated by reportable segment and sales mix for our principal product categories for the periods presented:
Year Ended Jun. 27, 2026
US Foodservice Operations International Foodservice Operations SYGMA Other Total
(In millions)
Principal Product Categories
Fresh and frozen meats $ 11,918 $ 2,606 $ 2,579 $ — $ 17,103
Canned and dry products 10,965 3,055 1,010 — 15,030
Frozen fruits, vegetables, bakery and other 8,328 3,023 1,333 — 12,684
Dairy products 5,950 1,799 540 — 8,289
Poultry 5,543 1,234 1,130 — 7,907
Fresh produce 5,517 1,146 297 — 6,960
Paper and disposables 4,226 555 800 46 5,627
Beverage products 1,653 844 628 83 3,208
Seafood 2,378 496 188 — 3,062
Equipment and smallwares 1,132 241 28 515 1,916
Other (1) 1,193 1,043 90 441 2,767
Total Sales $ 58,803 $ 16,042 $ 8,623 $ 1,085 $ 84,553
(1) Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products, and medical supplies.
81
Year Ended Jun. 28, 2025
US Foodservice Operations International Foodservice Operations SYGMA Other Total
(In millions)
Principal Product Categories
Fresh and frozen meats $ 10,674 $ 2,221 $ 2,291 $ — $ 15,186
Canned and dry products 10,586 3,043 1,016 — 14,645
Frozen fruits, vegetables, bakery and other 8,130 2,811 1,346 — 12,287
Dairy products 6,421 1,695 570 — 8,686
Poultry 5,842 1,135 1,159 — 8,136
Fresh produce 5,229 1,103 300 — 6,632
Paper and disposables 4,109 533 802 51 5,495
Beverage products 1,535 750 620 81 2,986
Seafood 2,175 434 170 — 2,779
Equipment and smallwares 1,138 204 49 498 1,889
Other (1) 1,126 976 87 460 2,649
Total Sales $ 56,965 $ 14,905 $ 8,410 $ 1,090 $ 81,370
(1) Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products, and medical supplies.
Year Ended Jun. 29, 2024
US Foodservice Operations International Foodservice Operations SYGMA Other Total
(In millions)
Principal Product Categories
Canned and dry products $ 10,677 $ 3,294 $ 931 $ — $ 14,902
Fresh and frozen meats 10,243 2,019 2,033 — 14,295
Frozen fruits, vegetables, bakery and other 8,083 2,718 1,260 — 12,061
Dairy products 5,856 1,610 565 — 8,031
Poultry 5,502 1,115 1,069 — 7,686
Fresh produce 5,451 1,092 282 — 6,825
Paper and disposables 4,035 537 756 58 5,386
Seafood 2,196 442 183 — 2,821
Beverage products 1,436 685 583 88 2,792
Equipment and smallwares 826 197 25 497 1,545
Other (1) 1,034 852 81 533 2,500
Total Sales $ 55,339 $ 14,561 $ 7,768 $ 1,176 $ 78,844
(1) Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products, and medical supplies.
4. ACQUISITIONS
During fiscal 2026, the company paid $189 million, net of cash acquired, primarily for the acquisitions of Fairfax Meadow and Ginsberg’s Foods.
82
On March 30, 2026, Sysco Corporation entered into an agreement and plan of merger (the Merger Agreement) pursuant to which Sysco Corporation will acquire JRD Unico Inc. and Warehouse Realty, LLC (collectively, Jetro Restaurant Depot or JRD) through a series of transactions (the merger and the other transactions contemplated by the Merger Agreement, the Transactions). JRD is a leading U.S. wholesale cash-and-carry foodservice provider serving smaller, independent restaurants and businesses with a broad assortment of fresh and low-priced products.
Sysco has agreed to pay approximately $29.1 billion to JRD equity holders, comprised of $21.6 billion in cash, subject to customary adjustments, and 91.5 million shares of Sysco Holdings common stock. Following the closing of the Transactions, former holders of Sysco Corporation common stock and former equity holders of JRD will own shares of Sysco Holdings Corporation, which are expected to be listed for trading on the NYSE. JRD’s equity holders are expected to hold approximately 16% and our stockholders are expected to hold approximately 84% of the outstanding Sysco Holdings common stock in the aggregate. Refer to Note 12, “Debt and Other Financing Arrangements” for discussion on how Sysco is financing the acquisition of JRD and Note 10, “Derivative Financial Instruments” for details on how Sysco is hedging the interest rate risk associated with its financing arrangements.
The Transactions are expected to close by the third quarter of Sysco’s fiscal 2027, subject to the satisfaction of customary closing conditions, including regulatory clearance under the Hart-Scott-Rodino Act. If the Merger Agreement is terminated due to a failure to obtain required regulatory clearances or because the mergers are not consummated by the termination date set forth in the Merger Agreement, Sysco has agreed to pay the JRD holder representative a termination fee of $1.164 billion.
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
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). The accounting guidance includes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows:
•Level 1 – Unadjusted quoted prices for identical assets or liabilities in active markets;
•Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and
•Level 3 – Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk.
Sysco’s policy is to invest in only high-quality investments. Cash equivalents primarily include cash deposits, time deposits, certificates of deposit, commercial paper, high-quality money market funds and all highly liquid instruments with original maturities of three months or less.
The following is a description of the valuation methodologies used for assets and liabilities measured at fair value:
•Cash deposits included in cash equivalents are valued at amortized cost which approximates fair value. These are included within cash equivalents as a Level 1 measurement in the tables below.
•Time deposits and commercial paper included in cash equivalents are valued at amortized cost, which approximates fair value. These are included within cash equivalents as a Level 2 measurement in the tables below.
•Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. These are included within cash equivalents as Level 1 measurements in the tables below.
•Fixed income securities are valued using evaluated bid prices based on a compilation of observable market information or a broker quote in a non-active market. Inputs used vary by type of security, but include spreads, yields, rate benchmarks, rate of prepayment, cash flows, rating changes and collateral performance and type.
•Interest rate swap agreements are valued using a swap valuation model that utilizes an income approach using observable market inputs including Secured Overnight Financing Rate (SOFR) yield curves.
•Foreign currency forwards are valued based on exchange rates quoted by domestic and foreign banks for similar instruments.
83
•Cross-currency swaps are valued based on an income approach using observable market inputs including foreign currency rates and interest rates in both countries subject to the swap.
•Fuel swap contracts are valued based on observable market transactions of forward commodity prices.
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 our 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 value of derivative assets and liabilities designated as hedges in the consolidated balance sheet are disclosed in Note 10, “Derivative Financial Instruments.” The fair value of the deal-contingent interest rate locks is determined by comparing the contractual strike rates to forward market interest rates for the expected future date and is probability weighted for the likelihood of closure of the Transactions and discounted to the valuation date. The lowest level of inputs used that were significant in determining the fair value were considered Level 3 inputs. See Note 10, “Derivative Financial Instruments” for more information on the deal-contingent rate lock transactions.
The following tables present our assets measured at fair value on a recurring basis as of June 27, 2026 and June 28, 2025:
Assets Measured at Fair Value as of Jun. 27, 2026
Level 1 Level 2 Level 3 Total
(In millions)
Assets:
Cash equivalents $ 1,125 $ — $ — $ 1,125
Restricted cash 331 — — 331
Total assets at fair value $ 1,456 $ — $ — $ 1,456
Assets Measured at Fair Value as of Jun. 28, 2025
Level 1 Level 2 Level 3 Total
(In millions)
Assets:
Cash equivalents $ 466 $ — $ — $ 466
Restricted cash 277 — — 277
Total assets at fair value $ 743 $ — $ — $ 743
The carrying values of accounts receivable and accounts payable approximated their respective fair values due to their short-term maturities. The fair value of Sysco’s total debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the company for new debt with the same maturities as existing debt and is considered a Level 2 measurement. The fair value of total debt was approximately $13.0 billion and $12.8 billion as of June 27, 2026 and June 28, 2025, respectively. The carrying value of total debt was $13.5 billion and $13.3 billion as of June 27, 2026 and June 28, 2025, respectively.
6. MARKETABLE SECURITIES
Sysco invests a portion of the assets held by our 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. The company includes fixed income securities maturing in less than twelve months within prepaid expenses and other current assets and includes fixed income securities maturing in more than twelve months within other assets in the accompanying
84
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.
Sysco estimates lifetime expected credit losses for all available-for-sale debt securities in an unrealized loss position by assessing credit indicators, including credit ratings, for the applicable securities. If the assessment indicates that an expected credit loss exists, the company determines the portion of the unrealized loss attributable to credit deterioration and records an allowance for the expected credit loss through the consolidated results of operations. Unrealized gains and losses on marketable securities are recorded in accumulated other comprehensive income (loss), net. The following table presents our available-for-sale marketable securities as of June 27, 2026 and June 28, 2025:
Jun. 27, 2026
Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-Term Marketable Securities Long-Term Marketable Securities
(In millions)
Fixed income securities:
Corporate bonds $ 76 $ — $ — $ 76 $ 16 $ 60
Government bonds 62 — (1) 61 2 59
Total marketable securities $ 138 $ — $ (1) $ 137 $ 18 $ 119
Jun. 28, 2025
Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-Term Marketable Securities Long-Term Marketable Securities
(In millions)
Fixed income securities:
Corporate bonds $ 104 $ 1 $ (1) $ 104 $ 15 $ 89
Government bonds 29 — (1) 28 — 28
Total marketable securities $ 133 $ 1 $ (2) $ 132 $ 15 $ 117
As of June 27, 2026, the balance of available-for-sale securities by contractual maturity is shown in the following table on a fiscal year basis. 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.
Jun. 27, 2026
(In millions)
Due in one year or less $ 18
Due after one year through five years 64
Due after five years 55
Total $ 137
There were no significant realized gains or losses in marketable securities during fiscal 2026, 2025, and 2024.
7. ALLOWANCE FOR CREDIT LOSSES ON TRADE RECEIVABLES
Sysco determines the past due status of trade receivables based on contractual terms with each customer and evaluates the collectability of accounts receivable to determine an appropriate allowance for credit losses on trade receivables. To calculate an allowance for credit losses, the company estimates uncollectible amounts based on historical loss experience, including those experienced during times of local and regional disasters, current conditions and collection rates, and expectations regarding future losses.
85
A summary of the activity in the allowance for credit losses on trade receivables appears below:
2026 2025 2024
(In millions)
Balance at beginning of period $ 17 $ 54 $ 46
Adjustments to costs and expenses 73 85 57
Customer accounts written off, net of recoveries (74) (106) (57)
Other adjustments (3) (16) 8
Balance at end of period $ 13 $ 17 $ 54
8. PLANT AND EQUIPMENT
A summary of plant and equipment, including the related accumulated depreciation, appears below:
Jun. 27, 2026 Jun. 28, 2025 Estimated Useful Lives
(In millions)
Plant and equipment at cost:
Land $ 511 $ 492
Buildings and improvements 6,160 6,217 5-30 years
Fleet and equipment 5,262 5,170 2-13 years
Computer hardware and software 2,315 2,085 3-5 years
Total plant and equipment at cost 14,248 13,964
Accumulated depreciation (8,274) (7,880)
Total plant and equipment, net $ 5,974 $ 6,084
Depreciation expense, including amortization of capital leases, was $824 million in 2026, $798 million in 2025 and $728 million in 2024.
9. GOODWILL AND OTHER INTANGIBLES
The changes in the carrying amount of goodwill by reportable segment for the years presented are as follows:
U.S. Foodservice Operations International Foodservice Operations SYGMA Other Total
(In millions)
Carrying amount as of June 29, 2024 $ 2,756 $ 2,176 $ 33 $ 188 $ 5,153
Goodwill acquired during year (1) 10 — — 9
Impairment — — — (92) (92)
Currency translation/other — 161 — — 161
Carrying amount as of June 28, 2025 $ 2,755 $ 2,347 $ 33 $ 96 $ 5,231
Goodwill acquired during year 29 39 — — 68
Currency translation/other — (70) — — (70)
Disposals (4) — — — (4)
Carrying amount as of June 27, 2026 $ 2,780 $ 2,316 $ 33 $ 96 $ 5,225
Amortizable intangible assets acquired during fiscal 2026 were $36 million, with a weighted-average amortization period of 11 years. Amortizable intangible assets acquired during fiscal 2026 by category were customer relationships, non-compete, and trademarks of $26 million, $1.0 million, and $9 million, respectively, with a weighted-average amortization period of 7 years, 5 years, and 25 years, respectively.
86
Fully amortized intangible assets have been removed in the period fully amortized in the table below which presents the company’s amortizable intangible assets in total by category as follows:
Jun. 27, 2026 Jun. 28, 2025
Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net
(In millions)
Customer relationships $ 1,542 $ (978) $ 564 $ 1,595 $ (951) $ 644
Non-compete agreements 13 (11) 2 27 (22) 5
Trademarks 266 (94) 172 156 (46) 110
Other 10 (4) 6 10 (3) 7
Total amortizable intangible assets $ 1,831 $ (1,087) $ 744 $ 1,788 $ (1,022) $ 766
The table below presents our indefinite-lived intangible assets by category as follows:
Jun. 27, 2026 Jun. 28, 2025
(In millions)
Trademarks $ 206 $ 313
Licenses 1 1
Total indefinite-lived intangible assets $ 207 $ 314
Amortization expense for 2026, 2025 and 2024 was $154 million, $147 million and $142 million, respectively. The estimated future amortization expense for the next five fiscal years on intangible assets outstanding as of June 27, 2026 is shown below:
Amount
(In millions)
2027 $ 181
2028 101
2029 100
2030 84
2031 65
Sysco’s operations within the United Kingdom are rebranding the Brakes® brand and other smaller brands as “Sysco GB.” As a result, previously indefinite-lived intangible assets have been reclassified as definite-lived and are amortizing on a straight-line basis over the nineteen month rebranding period through June 2027. Amortization expense related to these intangible assets was $29 million in fiscal 2026 and is expected to be $76 million in fiscal 2027.
Goodwill Impairment
Sysco had approximately $5.2 billion of goodwill as of June 27, 2026. We test goodwill for impairment annually at the reporting unit level in our fiscal fourth quarter, or more frequently if events or circumstances indicate that they could be impaired. Potential impairment indicators include, but are not limited to, macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, other relevant entity-specific events, specific events affecting the reporting unit or sustained decrease in share price. In our annual fiscal 2026 assessment, all reporting units were concluded to have a fair value that exceeded book value.
We estimate the fair value of our reporting units using a combination of discounted cash flow and earnings or revenue multiple models. For the purposes of the discounted cash flow models, fair value was determined based on the present value of estimated future cash flows, discounted at an appropriate risk adjusted rate. Our fair value conclusions as of June 27, 2026 for the reporting units are sensitive to changes in the assumptions used in the income approach which include forecasted revenues and EBITDA, perpetual growth rates, and long-term discount rates, among others, all of which require significant judgments by management. Fair value of the reporting unit is, therefore, determined using significant unobservable inputs, or level 3 in the fair value hierarchy. We used recent historical performance, current forecasted financial information, and broad-based industry and economic statistics as a basis to estimate the key assumptions utilized in the discounted cash flow model. These key
87
assumptions are inherently uncertain and require a high degree of estimation and judgment and are subject to change based on actual results, industry and global economic and geo-political conditions, and the timing and success of the implementation of current strategic initiatives.
10. 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.
Hedging of interest rate risk
We manage our debt portfolio with interest rate swaps from time to time to achieve an overall desired position of fixed and floating rates. In the third quarter of fiscal 2026, we entered into receive-fixed, pay-floating swap agreements to trade the fixed interest rate on $600 million of 4.40% senior notes and $650 million of 4.95% senior notes with variable rates, respectively. The interest rate swaps are designated as fair value hedges and gains or losses on the hedges impact interest expense within the consolidated statements of income.
In the fourth quarter of fiscal 2026, we entered into forward starting swap agreements related to $1 billion 5-year and $1 billion 10- year fixed rate debt issuances expected to occur in the first quarter of fiscal 2027. The swaps hedge the risk of changes in cash flows attributed to changes in the designated benchmark interest rate, initially expected to be compound SOFR, and are designated as cash flow hedges. The hedges are recognized at fair value on the balance sheet and changes in fair value are recorded in accumulated other comprehensive income (loss), net and reclassified into interest expense in the same period(s) during which the hedged transactions affect earnings. The company will consider economic mismatches between the swaps and hedged transactions on a periodic basis, and if the hedging instrument is not highly effective at achieving offsetting cash flows attributed to changes in interest rate risks, the hedging relationship will be discontinued.
Hedging of foreign currency risk
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 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.
Sysco routinely manages foreign currency risk with spot and forward-rate cross-currency swaps on foreign-denominated balances. The swaps are designated as fair value hedges and for swaps hedging the change in foreign currency spot rates, we have elected to exclude the changes in fair value of the forward points from the assessments of hedge effectiveness. Gains or losses from fair value hedges impact the same category on the consolidated statements of income as the item being hedged, including the value of the excluded components which is recognized in earnings over the life of the hedging instrument. In the fourth quarter of fiscal 2026, Sysco entered a euro denominated intercompany loan with an affiliate that subsequently matured on July 10, 2026. To hedge our foreign currency risk, we entered into a cross currency swap for €450 million and designated it as a fair value hedge.
Sysco 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), net, including changes in fair value attributed to the spot-forward rate differential which are excluded from the assessment of hedge effectiveness. The initial value of the excluded component is recognized in earnings over the life of the hedging instrument. In the third quarter of fiscal 2026, we entered into $814 million Canadian dollar cross-currency swaps which will mature on June 25, 2031 to hedge the foreign currency exposure of the net investment in our Canadian operations.
Hedging of fuel price risk
Sysco uses fuel commodity swap contracts to hedge against the risk of the change in the price of diesel on anticipated future purchases. These swaps have been designated as cash flow hedges.
Derivatives not designated as hedging instruments
88
In the fourth quarter of fiscal 2026, we executed cash-settled deal contingent rate lock transactions to mitigate interest rate risk on $6.3 billion of future permanent debt that could potentially be issued to finance the purchase of JRD. We have not applied hedge accounting and changes in fair value are recognized in other income and expense within our statement of consolidated results of operations.
None of our derivative instruments contain credit-risk-related contingent features. Details of outstanding derivative instruments as of June 27, 2026 are presented below:
Maturity Date of Derivative Instrument Currency / Unit of Measure Notional Value
(In millions)
Hedging of interest rate risk
January 2034 U.S. Dollar 500
March 2035 U.S. Dollar 550
June 2031 U.S. Dollar 600
March 2036 U.S. Dollar 650
September 2031 U.S. Dollar 1,000
September 2036 U.S. Dollar 1,000
Hedging of foreign currency risk
July 2026 Euro 450
January 2029 Euro 470
September 2030 Canadian Dollar 998
June 2031 Canadian Dollar 814
Hedging of fuel risk
Various (June 2026 to June 2028) Gallons 87
Derivatives not designated as hedges
Deal-contingent interest rate locks U.S. Dollar 6,300
89
The location and the fair value of derivative instruments in the consolidated balance sheet as of June 27, 2026 and June 28, 2025 are as follows:
Derivative Fair Value
Balance Sheet location Jun. 27, 2026 Jun. 28, 2025
(In millions)
Fair Value Hedges:
Interest rate swaps Prepaid expenses and other current assets $ 1 $ —
Interest rate swaps Other assets 11 31
Interest rate swaps Accrued expenses 2 1
Interest rate swaps Other long-term liabilities 20 —
Cross currency swaps Prepaid expenses and other current assets 18 —
Cash Flow Hedges:
Fuel swaps Prepaid expenses and other current assets $ 32 $ —
Fuel swaps Other assets 10 —
Fuel swaps Accrued expenses 1 7
Fuel swaps Other long-term liabilities 1 2
Interest rate swaps Other long-term liabilities 7 —
Net Investment Hedges:
Cross currency swaps Prepaid expenses and other current assets $ 17 $ 11
Cross currency swaps Other assets 74 55
Cross currency swaps Accrued expenses 2 2
Cross currency swaps Other long-term liabilities 97 134
Derivatives not designated as hedges:
Deal-contingent interest rate locks Other assets $ 2 $ —
Deal-contingent interest rate locks Other long-term liabilities 56 —
90
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 and non-designated derivatives for each of the periods, presented on a pretax basis, are as follows:
Jun. 27, 2026 Jun. 28, 2025
(In millions)
Total amounts of income and expense line items presented in the consolidated results of operations in which the effects of derivatives are recorded $ 819 $ 673
Gain or (loss) on fair value hedging relationships:
Interest rate swaps:
Hedged items $ (39) $ (65)
Derivatives designated as hedging instruments (41) 24
Cross currency swaps:
Hedged items $ (18) $ 2
Derivatives designated as hedging instruments 18 (2)
Gain or (loss) on non-designated derivatives:
Deal-contingent interest rate locks $ (54) $ —
The gains and losses on the fair value hedging relationships associated with the hedged items as disclosed in the table above are comprised of the following components for each of the periods presented:
Jun. 27, 2026 Jun. 28, 2025
(In millions)
Interest expense $ (81) $ (40)
(Increase) decrease in fair value of debt 42 (25)
Foreign currency gain (loss) (18) 2
Hedged items $ (57) $ (63)
91
The location and effect of cash flow and net investment hedge accounting on the consolidated statements of comprehensive income for the fiscal years ended June 27, 2026 and June 28, 2025, presented on a pretax basis, are as follows:
2026
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss), Net into Income Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss), Net into Income
(In millions) (In millions)
Derivatives in cash flow hedging relationships:
Fuel swaps $ 47 Operating expense $ (24)
Pre-issuance interest rate swaps (7) Interest expense —
Total $ 40 $ (24)
Derivatives in net investment hedging relationships:
Cross currency contracts $ 65 N/A $ —
Derivatives in fair value hedging relationships:
Change in excluded component of fair value hedge $ 2 Other expense (income) $ —
2025
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss), Net into Income Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss), Net into Income
(In millions) (In millions)
Derivatives in cash flow hedging relationships:
Fuel swaps $ (7) Operating expense $ 11
Derivatives in net investment hedging relationships:
Cross currency contracts $ (65) N/A $ —
Derivatives in fair value hedging relationships:
Change in excluded component of fair value hedge $ (2) Other expense (income) $ —
92
The location and carrying amount of hedged liabilities in the consolidated balance sheet as of June 27, 2026 are as follows:
Jun. 27, 2026
Carrying Amount of Hedged Assets (Liabilities) Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of Hedged Assets (Liabilities)
(In millions)
Balance sheet location:
Long-term debt $ (2,267) $ 11
The location and carrying amount of hedged liabilities in the consolidated balance sheet as of June 28, 2025 are as follows:
Jun. 28, 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:
Long-term debt $ (1,069) $ (31)
11. SELF-INSURED LIABILITIES
Sysco maintains a self-insurance program covering portions of workers’ compensation, general and vehicle liability and property insurance costs. The amounts in excess of the self-insured levels are fully insured by third party insurers. We also maintain a fully self-insured group medical program. A summary of the activity in self-insured liabilities appears below:
2026 2025 2024
(In millions)
Balance at beginning of period $ 592 $ 544 $ 485
Charged to costs and expenses 738 772 726
Payments (736) (724) (667)
Balance at end of period $ 594 $ 592 $ 544
The long-term portion of the self-insured liability balance was $379 million and $412 million as of June 27, 2026, and June 28, 2025, respectively.
93
12. DEBT AND OTHER FINANCING ARRANGEMENTS
Jun. 27, 2026 Jun. 28, 2025
(In millions)
Euro Commercial paper, interest at 2.22%, matured in fiscal 2026 $ — $ 205
Senior notes, interest at 3.75%, matured in fiscal 2026 (1)(2) — 750
Senior notes, interest at 3.30%, maturing in fiscal 2027 (1)(2) 1,000 999
Debentures, interest at 7.16%, maturing in fiscal 2027 (2)(3) 43 43
Senior notes, interest at 3.25%, maturing in fiscal 2028 (1)(2) 749 748
Senior notes, interest at 5.75%, maturing in fiscal 2029 (1)(2) 498 497
Debentures, interest at 6.50%, maturing in fiscal 2029 (2) 155 155
Senior notes, interest at 2.40%, maturing in fiscal 2030 (1)(2) 498 498
Senior notes, interest at 5.95%, maturing in fiscal 2030 (1)(2) 996 995
Senior notes, interest at 5.10%, maturing in fiscal 2031 (1)(2) 696 695
Senior notes, interest at 2.45%, maturing in fiscal 2032 (1)(2) 447 447
Senior notes, interest at 4.40%, maturing in fiscal 2032 (1)(2) 586 —
Senior notes, interest at 6.00%, maturing in fiscal 2034 (1)(2) 498 507
Senior notes, interest at 5.40%, maturing in fiscal 2035 (1)(2) 552 562
Senior notes, interest at 4.95%, maturing in fiscal 2036 (1)(2) 631 —
Senior notes, interest at 5.375%, maturing in fiscal 2036 (1)(2) 383 383
Senior notes, interest at 6.625%, maturing in fiscal 2039 (1)(2) 200 200
Senior notes, interest at 6.60%, maturing in fiscal 2040 (1)(2) 351 350
Senior notes, interest at 4.50%, maturing in fiscal 2046 (1)(2) 495 495
Senior notes, interest at 4.85%, maturing in fiscal 2046 (1)(2) 497 497
Senior notes, interest at 4.45%, maturing in fiscal 2048 (1)(2) 494 493
Senior notes, interest at 3.30%, maturing in fiscal 2050 (1)(2) 495 495
Senior notes, interest at 6.60%, maturing in fiscal 2050 (1)(2) 1,178 1,177
Senior notes, interest at 3.15%, maturing in fiscal 2052 (1)(2) 788 788
Plant and equipment financing programs, finance leases, notes payable, and other debt, interest averaging 5.38% and maturing at various dates to fiscal 2050 as of June 27, 2026, and 5.14% and maturing at various dates to fiscal 2052 as of June 28, 2025 1,286 1,330
Total debt 13,516 13,309
Less current maturities of long-term debt (1,201) (949)
Net long-term debt $ 12,315 $ 12,360
(1) Represents senior notes that are unsecured, are not subject to any sinking fund requirement and include a redemption provision that allows Sysco to retire the debentures and notes at any time prior to maturity at the greater of par plus accrued interest or an amount designed to ensure that the debenture and note holders are not penalized by the early redemption.
(2) Represents senior notes, debentures and borrowings under the company’s long-term revolving credit facility that are guaranteed by certain wholly owned U.S. Broadline subsidiaries of Sysco Corporation as discussed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”
(3) This debenture is not subject to any sinking fund requirement and is no longer redeemable prior to maturity.
94
As of June 27, 2026, the principal and interest payments required to be made during the next five fiscal years on Sysco’s senior notes and debentures are shown below:
Principal Interest (1)
(In millions)
2027 $ 1,043 $ 569
2028 750 534
2029 655 517
2030 1,500 483
2031 700 394
(1) Includes payments on floating rate debt based on rates as of June 27, 2026, assuming amount remains unchanged until maturity, and payments on fixed rate debt based on maturity dates.
The total carrying value of our debt was $13.5 billion as of June 27, 2026 and $13.3 billion as of June 28, 2025. The increase in the carrying value of our debt from the prior year was due to the issuance of the Notes (as defined below), partially offset by a senior note that matured in October 2025 and repayments of borrowings issued under our European commercial paper program. In July 2026, Sysco repaid $1.0 billion of matured senior notes that were classified within current maturities of long-term debt as of June 27, 2026.
Sysco is expected to finance the cash portion of the purchase price of the acquisition of JRD with a combination of new senior unsecured notes, hybrid debt, cash on hand and equity or equity-linked securities. In the fourth quarter of fiscal 2026, Sysco executed a commitment letter for a $22 billion senior unsecured 364-day bridge loan facility that, to the extent necessary, will be used to fund the cash portion of the purchase price and pay related fees and expenses. Subsequent to the execution of the commitment letter for the bridge loan facility, Sysco entered into a $3 billion senior unsecured delayed draw term loan facility, comprised of a $1.25 billion 364-day tranche and a $1.75 billion 2-year tranche, reducing the bridge loan facility commitments from $22 billion to $19 billion. Fees paid upfront for the bridge facility as of August 4, 2026 total $126 million and will be amortized to interest expense within our statement of consolidated results of operations over the expected life of the bridge facility unless it is terminated at an earlier date. This bridge facility added approximately $30 million of interest expense in fiscal 2026 and is expected to add approximately $96 million of interest expense in fiscal 2027.
On April 16, 2026, Sysco entered into a new long-term revolving credit facility, which replaces Sysco’s existing $3.0 billion senior revolving credit facility that was originally entered into on September 5, 2025. The aggregate commitments of the lenders under the new revolving credit agreement are $3.0 billion, and such commitments will increase to $4.0 billion after the acquisition of JRD is complete. The new revolving credit agreement has an option to increase such commitments to $5.0 billion. The new facility includes a covenant requiring Sysco to maintain a ratio of consolidated EBITDA to consolidated interest expense of 3.0 to 1.0 over four consecutive fiscal quarters, which is consistent with our previous revolving credit facility. The new revolving credit facility expires on April 16, 2031. As of June 27, 2026, there were no borrowings outstanding under this facility.
Sysco has 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 June 27, 2026, there were no commercial paper issuances outstanding under this program in the U.S. 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 June 27, 2026, there were no commercial paper issuances outstanding in Europe.
On February 13, 2026, Sysco issued senior notes (the Notes) totaling $1.25 billion. Details of the Notes are as follows:
Maturity Date Par Value (in millions) Coupon Rate Pricing (percentage of par)
July 25, 2031 (the 2031 Notes) $ 600 4.40 % 99.997 %
March 25, 2036 (the 2036 Notes) 650 4.95 99.637
The Notes initially are fully and unconditionally guaranteed by Sysco’s direct and indirect wholly owned subsidiaries that guarantee Sysco’s other senior notes issued under the indenture governing the Notes or any of Sysco’s other indebtedness. Subsidiaries acquired or created in the future may or may not become guarantors, but any domestic subsidiary that guarantees our other senior notes or our other indebtedness must also guarantee the Notes. Interest on the 2031 Notes will be paid semi-
95
annually in arrears on January 25 and July 25, beginning on July 25, 2026. Interest on the 2036 Notes will be paid semi-annually in arrears on March 25 and September 25, beginning on September 25, 2026. The 2031 Notes will mature on July 25, 2031, and the 2036 Notes will mature on March 25, 2036. At Sysco’s option, any or all of the Notes may be redeemed, in whole or in part, at any time prior to maturity. If we elect to redeem (i) the 2031 Notes before the date that is one month prior to the maturity date, or (ii) the 2036 Notes before the date that is three months prior to the maturity date, Sysco will pay a redemption price equal to the greater of (1) 100% of the principal amount of the Notes of the applicable series to be redeemed plus, in either case, accrued and unpaid interest thereon to, but excluding, the date of redemption and (2) a “make-whole” amount calculated by reference to the sum of the present values of the remaining scheduled payments of principal and interest on the Notes of the applicable series to be redeemed discounted to the date of redemption. If we elect to redeem a series of Notes on or after the applicable date described in the preceding sentence, Sysco will pay a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the date of redemption.
As of June 27, 2026 and June 28, 2025, letters of credit outstanding were $293 million and $306 million, respectively.
13. LEASES
Sysco leases certain of its distribution and warehouse facilities, office facilities, fleet vehicles, and office and warehouse equipment. We determine if an arrangement is a lease at inception and recognize a finance or operating lease liability and right-of-use (ROU) asset in the consolidated balance sheets if a lease exists. Lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at the commencement date. If the borrowing rate implicit in the lease is not readily determinable, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments.
The lease term is defined as the noncancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the company will exercise one of these options. Leases with an initial term of twelve months or less are not recorded in Sysco’s consolidated balance sheets, and we recognize expense for these leases on a straight-line basis over the lease term. Variable lease payments that do not depend on an index or a rate, such as insurance and property taxes, are excluded from the measurement of the lease liability and are recognized as variable lease cost when the obligation for that payment is incurred. For leases in which the lease and non-lease components have been combined, the variable lease expense includes expenses such as common area maintenance, utilities, and repairs and maintenance. Sysco’s leases do not contain significant residual value guarantees and do not impose significant restrictions or covenants.
The following table presents the location of the finance lease ROU assets and lease liabilities in our consolidated balance sheets at June 27, 2026 and June 28, 2025:
Consolidated Balance Sheet Location Jun. 27, 2026 Jun. 28, 2025
(In millions)
Finance lease right-of-use assets Plant and equipment at cost, less accumulated depreciation $ 413 $ 476
Current finance lease liabilities Current maturities of long-term debt 72 65
Long-term finance lease liabilities Long-term debt 321 387
The following table presents lease costs for each of the presented periods ended June 27, 2026 and June 28, 2025:
Consolidated Results of Operations Location Jun. 27, 2026 Jun. 28, 2025
(In millions)
Operating lease cost Operating expenses $ 217 $ 186
Financing lease cost:
Amortization of right-of-use assets Operating expenses 81 70
Interest on lease obligations Interest expense 20 17
Variable lease cost Operating expenses 141 115
Short-term lease cost Operating expenses 47 54
Net lease cost $ 506 $ 442
96
Future minimum lease obligations under existing noncancelable operating and finance lease agreements by fiscal year as of June 27, 2026 are as follows:
Operating Leases Finance Leases
(In millions)
2027 $ 233 $ 89
2028 196 73
2029 168 57
2030 162 46
2031 145 33
Thereafter 1,085 213
Total undiscounted lease obligations 1,989 511
Less imputed interest (538) (118)
Present value of lease obligations $ 1,451 $ 393
We have entered into operating lease agreements that have not yet commenced as of June 27, 2026 with legally binding minimum lease payments of $18 million. The leases are expected to commence during the next two fiscal years.
Other information related to lease agreements was as follows:
Jun. 27, 2026 Jun. 28, 2025
Cash Paid For Amounts Included In Measurement of Liabilities: (Dollars in millions)
Operating cash flows for operating leases $ 215 $ 177
Operating cash flows for financing leases 20 17
Financing cash flows for financing leases 76 115
Supplemental Non-cash Information on Lease Liabilities:
Assets obtained in exchange for operating lease obligations $ 325 $ 254
Assets obtained in exchange for finance lease obligations 55 202
Operating lease asset adjustments, including renewals and remeasurements 86 80
Operating lease liability adjustments, including renewals and remeasurements 86 83
Lease Term and Discount Rate:
Weighted-average remaining lease term (years):
Operating leases 12.04 years 11.10 years
Financing leases 10.08 years 12.38 years
Weighted-average discount rate:
Operating leases 5.22 % 4.56 %
Financing leases 4.98 % 4.65 %
14. COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS
Sysco has company-sponsored defined benefit and defined contribution retirement plans for its employees. Also, the company provides certain health care benefits to eligible retirees and their dependents.
Defined Contribution Plans
Sysco operates a defined contribution 401(k) Plan as a Safe Harbor Plan, which is a plan that treats all employees’ benefits equally within the plan, under Sections 401(k) and 401(m) of the Internal Revenue Code with respect to non-union employees and those union employees whose unions adopted the Safe Harbor Plan provisions. We make a non-elective
97
contribution each pay period equal to 3% of a participant’s compensation. Additionally, we make matching contributions of 50% of a participant’s pretax contribution on the first 6% of the participant’s compensation contributed by the participant. Certain employees are also eligible for a transition contribution, and we may also make discretionary contributions. For union employees who are members of unions that did not adopt the Safe Harbor Plan provisions, the plan provides that under certain circumstances we may make matching contributions of up to 50% of the first 6% of a participant’s compensation.
Sysco also has a non-qualified, unfunded Management Savings Plan (MSP) available to key management personnel who are participants in the Management Incentive Plan (MIP). Participants may defer up to 50% of their annual salary and up to 90% of their annual bonus. We make a non-elective contribution each pay period equal to 3% of a participant’s compensation. Additionally, we make matching contributions of 50% of a participant’s pretax contribution on the first 6% of the participant’s eligible compensation that is deferred. Certain employees are also eligible for a transition contribution, and the company may also make discretionary contributions. All company contributions to the MSP are limited by the amounts contributed by the company to the participant’s 401(k) account. The company had deferred compensation obligations of $115 million as of June 27, 2026 and $107 million as of June 28, 2025 under the unfunded MSP and our executive deferred compensation plan, which is frozen to all participants of the plan. More than half of the June 27, 2026 obligations are due to be paid beyond fiscal 2027.
Sysco’s expense related to its defined contribution plans was $218 million in fiscal 2026, $203 million in fiscal 2025, and $200 million in fiscal 2024.
Defined Benefit Plans
Sysco maintains various qualified pension plans that pay benefits to participating employees at retirement, using formulas based on a participant’s years of service and compensation. The U.S. pension plan (U.S. Retirement Plan) is frozen for all U.S.-based salaried and non-union hourly employees, as these employees are eligible for benefits under the company’s defined contribution 401(k) plan. Various defined benefit pension plans cover certain employees, primarily in the U.K., France and Sweden; however, the U.K. pension plan (U.K. Retirement Plan) is frozen to new plan participants and future accrual of benefits. The funding policy for each plan complies with the requirements of relevant governmental laws and regulations.
In addition to receiving benefits upon retirement under the company’s U.S. Retirement Plan, certain key management personnel, who were participants in the MIP, are entitled to receive benefits under the Supplemental Executive Retirement Plan (SERP). This plan is a nonqualified, unfunded supplementary retirement plan and was amended to freeze benefits and stop future accruals effective June 29, 2013, to all participants.
We also provide certain health care benefits to eligible retirees and their dependents. These health care benefits represent Sysco’s unfunded other post-retirement medical plans. The plan had benefit obligations of $11 million as of both June 27, 2026 and June 28, 2025.
98
Funded Status
Accumulated pension assets measured against the obligation for pension benefits represent the funded status of a given plan. The funded status of Sysco’s company-sponsored defined benefit plans is presented in the table below. The caption “U.S. Pension Benefits” in the tables below includes both the U.S. Retirement Plan and the SERP. As Sysco’s fiscal 2026 year end is June 27, 2026, the company utilized a practical expedient permitting us to measure our defined benefit plan assets and obligations as of the month end closest to the fiscal year end and has used June 30, 2026 as the measurement date of the plan assets and obligations disclosed herein.
U.S. Pension Benefits (1) International Pension Benefits
Jun. 27, 2026 Jun. 28, 2025 Jun. 27, 2026 Jun. 28, 2025
(In millions)
Change in benefit obligation:
Benefit obligation at beginning of year $ 2,979 $ 2,897 $ 306 $ 295
Service cost 6 7 2 2
Interest cost 167 166 15 15
Amendments — 2 — —
Curtailments — — (1) (1)
Actuarial loss (gain), net (122) 35 3 (16)
Benefit payments (142) (128) (16) (15)
Foreign currency exchange impact — — (11) 26
Benefit obligation at end of year 2,888 2,979 298 306
Change in plan assets:
Fair value of plan assets at beginning of year 2,534 2,502 208 158
Actual return on plan assets 156 122 7 26
Employer contribution 46 38 23 22
Benefit payments (142) (128) (16) (15)
Foreign currency exchange impact — — (8) 17
Fair value of plan assets at end of year 2,594 2,534 214 208
Funded status at end of year $ (294) $ (445) $ (84) $ (98)
(1) The U.S. Retirement Plan had a funded status of $23 million as of June 27, 2026 and an underfunded status of $112 million as of June 28, 2025.
As of June 27, 2026 and June 28, 2025, the SERP had benefit obligations of $317 million and $333 million, respectively. In order to meet a portion of its obligations under the SERP, Sysco has a rabbi trust that invests in Corporate-Owned Life Insurance policies on the lives of participants and interests in corporate-owned real estate assets. These assets are not included as plan assets or in the funded status amounts in the tables above and below. The life insurance policies on the lives of the participants had carrying values of $88 million and $87 million as of June 27, 2026 and June 28, 2025, respectively. Sysco is the sole owner and beneficiary of such policies.
99
The amounts recognized on Sysco’s consolidated balance sheets related to its company-sponsored defined benefit plans are as follows:
U.S. Pension Benefits International Pension Benefits
Jun. 27, 2026 Jun. 28, 2025 Jun. 27, 2026 Jun. 28, 2025
(In millions)
Noncurrent assets (Other assets) $ 23 $ — $ — $ —
Current accrued benefit liability (Accrued expenses) (32) (32) (3) (2)
Noncurrent accrued benefit liability (Other long-term liabilities) (285) (413) (81) (96)
Net amount recognized $ (294) $ (445) $ (84) $ (98)
Accumulated other comprehensive loss as of June 27, 2026 consists of the following amounts that had not, as of that date, been recognized in net benefit cost:
U.S. Pension Benefits International Pension Benefits Total
(In millions)
Prior service cost $ 3 $ 2 $ 5
Actuarial losses 1,014 87 1,101
Total $ 1,017 $ 89 $ 1,106
Accumulated other comprehensive loss as of June 28, 2025 consists of the following amounts that had not, as of that date, been recognized in net benefit cost:
U.S. Pension Benefits International Pension Benefits Total
(In millions)
Prior service cost $ 3 $ 2 $ 5
Actuarial losses 1,181 83 1,264
Total $ 1,184 $ 85 $ 1,269
Information for plans with accumulated benefit obligation/aggregate benefit obligation in excess of fair value of plan assets is as follows:
U.S. Pension Benefits (1) International Pension Benefits
Jun. 27, 2026 Jun. 28, 2025 Jun. 27, 2026 Jun. 28, 2025
(In millions)
Accumulated benefit obligation/aggregate benefit obligation $ 2,880 $ 2,970 $ 293 $ 300
Fair value of plan assets at end of year 2,594 2,534 214 208
(1) Information under U.S. Pension Benefits as of June 27, 2026 and June 28, 2025 includes both the U.S. Retirement Plan and the SERP.
Components of Net Benefit Costs and Other Comprehensive Income
The components of net company-sponsored pension costs for each fiscal year are as follows:
100
2026 2025 2024
U.S. Pension Benefits International Pension Benefits U.S. Pension Benefits International Pension Benefits U.S. Pension Benefits International Pension Benefits
(In millions)
Service cost $ 6 $ 2 $ 7 $ 2 $ 8 $ 2
Interest cost 167 15 166 15 164 14
Expected return on plan assets (142) (13) (138) (11) (143) (12)
Amortization of prior service cost 1 — — — 1 —
Amortization of actuarial loss 31 3 30 3 28 1
Curtailment gain — (1) — (1) — (1)
Net pension costs $ 63 $ 6 $ 65 $ 8 $ 58 $ 4
The components of net company-sponsored pension costs other than the service cost component are reported in Other expense (income), net within the consolidated results of operations.
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) related to company-sponsored pension plans for each fiscal year are as follows:
2026 2025 2024
U.S. Pension Benefits International Pension Benefits U.S. Pension Benefits International Pension Benefits U.S. Pension Benefits International Pension Benefits
(In millions)
Amortization of prior service cost $ 1 $ — $ — $ — $ 1 $ —
Amortization of actuarial loss 31 3 30 3 28 1
Prior service cost arising in current year — — (2) — — —
Effect of exchange rates on amounts in AOCI — 3 — (8) — (1)
Actuarial gain (loss) arising in current year 135 (9) (50) 32 (73) (54)
Net pension income (cost) $ 167 $ (3) $ (22) $ 27 $ (44) $ (54)
Amounts included in accumulated other comprehensive income (loss), net as of June 27, 2026 that are expected to be recognized as components of net company-sponsored benefit cost during fiscal 2027 are:
U.S. Pension Benefits International Pension Benefits Total
(In millions)
Amortization of prior service cost $ 1 $ — $ 1
Amortization of actuarial losses 27 3 30
Total $ 28 $ 3 $ 31
Employer Contributions
We made cash contributions to our company-sponsored pension plans of $67 million and $61 million in fiscal years 2026 and 2025, respectively. There were $14 million of voluntary contributions made to the U.S. Retirement Plan in fiscal 2026, as there were no required contributions to meet ERISA minimum funding requirements in fiscal 2026. There are no required contributions to the U.S. Retirement Plan to meet ERISA minimum funding requirements in fiscal 2027. The company’s contributions to the SERP plan are made in the amounts needed to fund current year benefit payments. The estimated aggregate fiscal 2027 contribution to fund benefit payments for the SERP plan is $32 million. The estimated fiscal 2027 contributions to fund benefit payments for the international retirement plans are $21 million.
101
Estimated Future Benefit Payments
Estimated future benefit payments for vested participants, based on actuarial assumptions, are as follows:
U.S. Pension Benefits International Pension Benefits
(In millions)
2027 $ 162 $ 18
2028 176 19
2029 186 20
2030 194 21
2031 202 21
Subsequent five years 1,089 114
Assumptions
Weighted-average assumptions used to determine benefit obligations as of year-end were:
Jun. 27, 2026 Jun. 28, 2025
Discount rate — U.S. Retirement Plan 6.21 % 5.76 %
Discount rate — SERP 6.00 5.75
Discount rate — U.K. Retirement Plan 6.20 5.60
Rate of compensation increase — U.S. Retirement Plan 3.00 3.00
As benefit accruals under the SERP and U.K. Retirement Plan are frozen, future pay is not projected in the determination of the benefit obligation as of June 27, 2026 or June 28, 2025.
Weighted-average assumptions used to determine net company-sponsored pension costs for each fiscal year were:
2026 2025 2024
Discount rate — U.S. Retirement Plan 5.76 % 5.86 % 5.62 %
Discount rate — SERP 5.75 5.89 5.65
Discount rate — U.K. Retirement Plan 5.60 5.20 5.20
Expected rate of return — U.S. Retirement Plan 5.70 5.63 5.50
Expected rate of return — U.K. Retirement Plan 6.40 6.60 6.65
Rate of compensation increase — U.S. Retirement Plan 3.00 3.00 3.00
For guidance in determining the discount rate for U.S. defined benefit plans, Sysco calculates the implied rate of return on a hypothetical portfolio of high-quality fixed-income investments for which the timing and amount of cash outflows approximates the estimated payouts of the company-sponsored pension plans. Sysco uses an annualized corporate bond yield curve to estimate the rate at which pension benefits could effectively be settled to estimate a discount rate for the U.K. Retirement Plan. The discount rate assumption is updated annually and revised as deemed appropriate. The discount rates to be used for the calculation of fiscal 2027 net company-sponsored benefit costs for the U.S. Retirement Plan and U.K. Retirement Plan are 6.21% and 6.20%, respectively. The discount rate to be used for the calculation of fiscal 2027 net company-sponsored benefit costs for the SERP is 6.00%.
The expected long-term rate of return on plan assets assumption for the retirement plans are net return on assets assumption, representing gross return on assets less asset management expenses. Specific to the U.S. Retirement Plan, administrative expenses are also excluded from the gross return on assets. The expected return for the U.S. Retirement Plan is derived from a mathematical asset model that incorporates assumptions as to the various asset class returns, reflecting a combination of rigorous historical performance analysis and the forward-looking views of the financial markets regarding the yield on bonds, the historical returns of the major stock markets and returns on alternative investments. The expected return for the U.K. Retirement Plan is derived from a long-term swap yield time horizon adjusted for the expected return based on the plan’s current asset allocation and historical results. The rate of return assumption is reviewed annually and revised as deemed
102
appropriate. The expected long-term rates of return to be used in the calculation of fiscal 2027 net company-sponsored benefit costs for the U.S. Retirement Plan and U.K. Retirement Plan are 6.00% and 7.00%, respectively.
Plan Assets
Investment Strategy
The company’s overall strategic investment objectives for the U.S. Retirement Plan are to preserve capital for future benefit payments and to balance risk and return commensurate with ongoing changes in the valuation of plan liabilities using an investment strategy that closely aligns the duration of the U.S. Retirement Plan’s assets with the duration of its liabilities. In order to accomplish these objectives, the company oversees the U.S. Retirement Plan’s investment objectives and policy design, decides proper plan asset class strategies and structures, monitors the performance of plan investment managers and investment funds and determines the proper investment allocation of pension plan contributions. The strategy results in an asset portfolio that more closely matches the behavior of the liability, thereby reducing the volatility of the U.S. Retirement Plan’s funded status. This structure ensures the U.S. Retirement Plan’s investments are diversified within each asset class, in addition to being diversified across asset classes with the intent to build asset class portfolios that are structured without strategic bias for or against any subcategories within each asset class. The company has also created a set of investment guidelines for the U.S. Retirement Plan’s investment managers to specify prohibited transactions, including borrowing of money except for real estate, private equity or hedge fund portfolios where leverage is a key component of the investment strategy and permitted in the investments’ governing documents, the purchase of securities on margin unless fully collateralized by cash or cash equivalents or short sales, pledging, mortgaging or hypothecating of any securities, except for loans of securities that are fully collateralized, market timing transactions and the direct purchase of the securities of Sysco or the investment manager. The purchase or sale of derivatives for speculation or leverage is also prohibited; however, investment managers are allowed to use derivative securities so long as they do not increase the risk profile or leverage of the manager’s portfolio. Such derivative securities have been used to prevent funded status changes due to interest rate changes.
The U.S. Retirement Plan’s target and actual investment allocation as of June 27, 2026 is as follows:
U.S. Retirement Plan
Target Asset Allocation Actual Asset Allocation
Growth assets 30 % 29 %
Liability hedging assets 70 71
100 %
Sysco’s U.S. Retirement Plan investment strategy is implemented through a combination of balanced and specialized investment managers, passive investment funds and actively managed investment funds. Growth assets include, but are not limited to, equities, alternatives, real estate, and growth fixed income intended to generate returns in excess of the liability growth rate. The liability hedging assets will be comprised primarily of fixed income investments, including interest rate and credit derivatives, intended to reduce funded status volatility due to changes in interest rates and credit spreads, while generating returns consistent with the projected liability growth rate. The U.S. Retirement Plan’s portfolio includes investment funds which are selected based on each fund’s stated investment strategy to align with Sysco’s overall target mix of investments. Actual asset allocation is regularly reviewed and periodically rebalanced to the target allocation when considered appropriate.
The day-to-day management of the assets of the U.K. Retirement Plan has been delegated by the plan trustee to a fiduciary manager who decides the composition of the asset portfolio in line with the objectives of the plan’s trustee and within specific investment guidelines agreed upon with the trustee. The primary objective for the U.K. Retirement Plan is to provide sufficient assets to pay benefits as they fall due. The current objective for the U.K. Retirement Plan is to achieve a return on plan assets of 2% in excess of the return on the liability benchmark over a rolling five-year period. The liability benchmark is the portfolio of gilts, which are bonds issued by the British government, that best matches the liability profile of the U.K. Retirement Plan. The investment objective includes a risk statement that targets a level of investment tracking error versus the liability benchmark to be below 10% per year. The actual tracking error targeted may fluctuate over time as the composition of the portfolio changes and the levels of risk in markets change. The U.K. Retirement Plan’s Trustee and its Fiduciary Manager seek to achieve the Plan’s investment objectives by investing in a suitably diversified mix of assets.
103
The U.K. Retirement Plan’s target investment allocation and actual investment allocation for fiscal 2026 is as follows:
U.K. Retirement Plan
Target Asset Allocation Actual Asset Allocation
Growth portfolio 42 % 42 %
Matching portfolio 58 58
100 %
The U.K. Retirement Plan’s investment strategy is implemented primarily through a common contractual investment fund managed by the solvency manager. The pooled investment fund consists of investment types including (1) equity investments covering a range of geographies and including private equity investments, (2) credit investments including global investment grade and high yield bonds, loans and other debt and derivative securities, (3) property investments including global direct or indirect real estate holdings, and (4) macro-oriented funds that seek to generate return by going long and short in a variety of markets and operate strategies which focus on markets rather than individual stocks and often use derivatives rather than physical assets. Actual asset allocation is regularly reviewed and periodically rebalanced to the target allocation when considered appropriate.
As discussed above, the retirement plans’ investments in equities, debt instruments and alternative investments provide a range of returns and also expose the plan to investment risk. However, the investment policies put in place by the trustee and solvency manager ensure diversification of plan assets across issuers, industries and countries.
Fair Value of Plan Assets
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). See Note 5, “Fair Value Measurements,” for a description of the fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The following is a description of the valuation methodologies used for assets and liabilities held by Sysco’s retirement plans measured at fair value.
Cash and cash equivalents: Valued at amortized cost, which approximates fair value due to the short-term maturities of these investments. Cash and cash equivalents is included as a Level 1 and Level 2 measurement in the table below.
Equity securities: Valued at the closing price reported on the exchange market. Equity securities valued at the closing price reported on the exchange market are classified as a Level 1 measurement in the table below. If a stock is not listed on a public exchange, such as an American Depository Receipt or some preferred stocks, the stock is valued using an evaluated bid price based on a compilation of observable market information. Equity securities not listed on a public exchange are classified as a Level 2 measurement in the table below.
Fixed income securities: Valued using evaluated bid prices based on a compilation of observable market information or a broker quote in a non-active market. All fixed income securities are included as a Level 2 measurement in the table below.
Investment funds: Represents collective trust and funds holding debt, equity, hedge funds, private equity funds, exchange-traded real estate securities, and common contractual funds which are valued at the net asset value (NAV) provided by the manager of each fund. The NAV is based on the fair value of the underlying securities within the fund. Non-exchange traded real estate funds are valued based on the proportionate interest held by the U.S. Retirement Plan, which is based on the valuations of the underlying real estate investments held by each fund. Each real estate investment is valued on the basis of a discounted cash flow approach. Inputs used include future rental receipts, expenses and residual values from a market participant view of the highest and best use of the real estate as rental property. The private equity funds are valued based on the proportionate interest held by the U.S. Retirement Plan, which is based on the valuations of the underlying private equity investments held by each fund. The hedge funds are valued based on the hedge funds’ proportionate share of the net assets of the underlying private investment fund as determined by the underlying private investment fund’s general partner. Indirectly held investments are valued utilizing the latest financial reports supplied by the fund’s portfolio investments. Directly held investments are valued initially based on transaction price and are adjusted utilizing available market data and investment-specific factors, such as estimates of liquidation value, prices of recent transactions in the same or similar issuer, current operating performance and future expectations of the particular investment, changes in market outlook and the financing environment.
104
Derivatives: Valuation method varies by type of derivative security.
•Credit default and interest rate swaps: Valued using evaluated bid prices based on a compilation of observable market information. Inputs used for credit default swaps include spread curves and trade data about the credit quality of the counterparty. Inputs used for interest rate swaps include benchmark yields, swap curves, cash flow analysis, and interdealer broker rates. Credit default and interest rate swaps are included as a Level 2 measurement in the table below.
•Foreign currency contracts: Valued using a standardized interpolation model that utilizes the quoted prices for standard-length forward foreign currency contracts and adjusts to the remaining term outstanding on the contract being valued. Foreign currency contracts are included as a Level 2 measurement in the table below.
•Futures and option contracts: Valued at the closing price reported on the exchange market for exchange-traded futures and options. Over-the-counter options are valued using pricing models that are based on observable market information. Exchange-traded futures and options are included as a Level 1 measurement in the table below; over-the-counter options are included as a Level 2 measurement.
The following table presents the fair value of the U.S. Retirement Plan’s assets by major asset category as of June 27, 2026:
Assets Measured at Fair Value as of Jun. 27, 2026
Level 1 Level 2 Level 3 Measured at NAV (7) Total
(In millions)
Cash and cash equivalents $ — $ 110 $ — $ — $ 110
Growth assets:
U.S. equity (1) — — — 254 254
International equity (1) — — — 155 155
Hedge fund of funds (2) — — — 197 197
Real estate funds (3) — — — 73 73
High yield and emerging markets fixed income (4) — — — 44 44
Private equity funds (5) — — — 33 33
Liability hedging assets:
Corporate bonds — 1,146 — — 1,146
U.S. government and agency securities — 379 — 181 560
Other (6) — 22 — — 22
Total investments at fair value $ — $ 1,657 $ — $ 937 $ 2,594
(1) Includes direct investments in equity securities and within investment funds for which fair value is measured at NAV. There are no unfunded commitments as of June 27, 2026. The remaining investments may be redeemed once per day with advanced written notice and subject to applicable limits.
(2) There were no unfunded commitments as of June 27, 2026, and there were no redemption restrictions as of June 27, 2026. The investment may be redeemed once per quarter.
(3) For investments in the funds listed in this category, total unfunded commitment as of June 27, 2026 was $2 million. Less than 1% of the investments cannot be redeemed. The estimate of the liquidation period for these funds varies from 2026 to 2027. The remaining investments may be redeemed quarterly with advanced written notice and subject to applicable limits.
(4) There were no unfunded commitments as of June 27, 2026, and there were no redemption restrictions as of June 27, 2026. The investment may be redeemed daily.
(5) Total unfunded commitments in the funds listed in this category as of June 27, 2026 were $13 million. The investments cannot be redeemed, but the fund will make distributions through liquidation. The estimate of the liquidation period varies for each fund from 2026 to 2031.
(6) Includes foreign government and state and municipal debt securities.
(7) Includes certain investments that are measured at fair value using the NAV practical expedient that have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.
105
The following table presents the fair value of the U.K. Retirement Plan’s assets by major asset category as of June 27, 2026:
Assets Measured at Fair Value as of Jun. 27, 2026
Level 1 Level 2 Level 3 Measured at NAV (2) Total
(In millions)
Investment funds:
Common contractual fund (1) $ — $ — $ — $ 214 $ 214
Total investments at fair value $ — $ — $ — $ 214 $ 214
(1) There were $4 million of unfunded commitments as of June 27, 2026. As of June 27, 2026 there are no monetary redemption restrictions, however timing restrictions ranged from daily to quarterly.
(2) Includes certain investments that are measured at fair value using the NAV practical expedient that have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.
The following table presents the fair value of the U.S. Retirement Plan’s assets by major asset category as of June 28, 2025:
Assets Measured at Fair Value as of Jun. 28, 2025
Level 1 Level 2 Level 3 Measured at NAV (6) Total
(In millions)
Cash and cash equivalents $ 13 $ 108 $ — $ — $ 121
Growth assets:
U.S. equity (1) 17 — — 228 245
International equity (1) — — — 133 133
Hedge fund of funds (2) — — — 182 182
Real estate funds (3) — — — 80 80
High yield and emerging markets fixed income (4) — — — 45 45
Private equity funds (5) — — — 43 43
Liability hedging assets:
Corporate bonds — 1,125 — — 1,125
U.S. government and agency securities — 360 — 178 538
Other (6) — 22 — — 22
Total investments at fair value $ 30 $ 1,615 $ — $ 889 $ 2,534
(1) Includes direct investments in equity securities and within investment funds for which fair value is measured at NAV. There are no unfunded commitments as of June 28, 2025. The remaining investments may be redeemed once per day with advanced written notice and subject to applicable limits.
(2) There were no unfunded commitments as of June 28, 2025, and there were no redemption restrictions as of June 28, 2025. The investment may be redeemed once per quarter.
(3) For investments in the funds listed in this category, total unfunded commitment as of June 28, 2025 was $2 million. Less than 1% of the investments cannot be redeemed. The estimate of the liquidation period for these funds varies from 2025 to 2026. The remaining investments may be redeemed quarterly with advanced written notice and subject to applicable limits.
(4) There were no unfunded commitments as of June 28, 2025, and there are no redemption restrictions as of June 28, 2025. The investment may be redeemed daily.
(5) Total unfunded commitment as of June 28, 2025 was $14 million. The investments cannot be redeemed, but the fund will make distributions through liquidation. The estimate of the liquidation period varies for each fund from 2025 to 2031.
(6) Includes foreign government and state and municipal debt securities.
(7) Includes certain investments that are measured at fair value using the NAV practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.
106
The following table presents the fair value of the U.K. Retirement Plan’s assets by major asset category as of June 28, 2025:
Assets Measured at Fair Value as of Jun. 28, 2025
Level 1 Level 2 Level 3 Measured at NAV (2) Total
(In millions)
Investment funds:
Common contractual fund (1) $ — $ — $ — $ 208 $ 208
Total investments at fair value $ — $ — $ — $ 208 $ 208
(1) There were $4 million of unfunded commitments as of June 28, 2025. As of June 28, 2025 there are no monetary redemption restrictions, however timing restrictions ranged from daily to quarterly.
(2) Includes certain investments that are measured at fair value using the NAV practical expedient that have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.
15. MULTIEMPLOYER EMPLOYEE BENEFIT PLANS
Defined Benefit Pension Plans
Sysco currently participates in several different multiemployer defined benefit pension plans in the United States (U.S.) based on obligations arising under collective bargaining agreements covering union-represented employees. Expenses related to these plans are recognized at the time we make contributions to the plans. We do not directly manage these multiemployer plans; pursuant to federal law, these plans are managed by boards of trustees, half of whom are appointed by the unions and the other half appointed by employers contributing to the plan. Some of our current employees in the U.S. are participants in such multiemployer plans as of June 27, 2026.
The risks of participating in these multiemployer plans are different from single-employer plans in the following respects:
•Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
•If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
•If Sysco chooses to stop participating in some of its multiemployer plans in the U.S., Sysco may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
Based upon the information available from plan administrators, management believes that all of these multiemployer plans are, to different degrees, underfunded. In addition, pension-related legislation in the U.S. requires underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their underfunding. As a result, we expect our future contributions to these plans to increase. In addition, if a multiemployer defined benefit plan fails to satisfy certain minimum funding requirements, the Internal Revenue Service may impose a nondeductible excise tax of 5% on the amount of the accumulated funding deficiency for those employers contributing to the fund. However, under current law, this excise tax is unlikely to apply since multiemployer pension plans experiencing accumulated funding deficiencies are considered “critical” or “critical and declining,” and the excise tax does not apply to pension plans in critical or critical and declining status. Under current law regarding multiemployer defined benefit plans, a plan’s termination, Sysco’s voluntary withdrawal, or the mass withdrawal of all contributing employers from any underfunded multiemployer defined benefit plan would require us to make withdrawal liability payments to the plan for Sysco’s allocated share of the multiemployer plan’s unfunded vested benefit liabilities.
107
Plan Contributions
Our contributions to multiemployer defined benefit pension plans were as follows for each fiscal year:
2026 2025 2024
(In millions)
Individually significant plans $ 50 $ 48 $ 47
All other plans 18 18 16
Total contributions $ 68 $ 66 $ 63
Individually Significant Plans
The following information relates to multiemployer defined benefit pension plans that Sysco has determined to be individually significant to the company. As noted below, the company has determined only one plan – the Western Conference of Teamsters Pension Plan – as currently being individually significant to the company. To determine individually significant plans, the company evaluated several factors, including Sysco’s significance to the plan in terms of employees and contributions, the funded status of the plan and the size of the company’s potential withdrawal liability if it were to voluntarily withdraw from the plan.
The following table provides information about the funded status of individually significant plans:
•The “EIN-PN” column provides the Employer Identification Number (EIN) and the three-digit plan number (PN).
•The “Pension Protection Act Zone Status” columns provide the two most recent Pension Protection Act zone statuses available from each plan. The zone status is based on information that the company received from the plan’s administrators and is certified by each plan’s actuary, together with information included in the annual return/reports filed by each plan with the U.S. Department of Labor. Among other factors, plans in the red zone are generally less than 65% funded, plans in the orange zone are both less than 80% funded and have an accumulated funding deficiency or are expected to have a deficiency in any of the next six plan years, plans in the yellow zone are less than 80% funded and plans in the green zone are at least 80% funded. The Multiemployer Protection Act of 2014 created a new zone called “critical and declining.” Plans are generally considered “critical and declining” if they are projected to become insolvent within 15 years.
•The “FIP/RP Status” column indicates whether a financial improvement plan (FIP) for yellow/orange zone plans or a rehabilitation plan (RP) for red zone plans is pending or implemented in the current year or was put in place in a prior year. A status of “Pending” indicates a FIP/RP has been approved but actual period covered by the FIP/RP has not begun. A status of “Implemented” means the period covered by the FIP/RP began in the current year or is ongoing.
•The “Surcharge Imposed” column indicates whether a surcharge or supplemental contribution was paid during the most recent annual period presented for the company’s contributions to each plan in the yellow, orange or red zone. If the company’s current collective bargaining agreement (CBA) with a plan satisfies the requirements of a pending but not yet implemented FIP or RP, then the payment of surcharges or supplemental contributions is not required and “No” will be reflected in this column. If the company’s current CBA with a plan does not yet satisfy the requirements of a pending but not yet implemented FIP or RP, then the payment of surcharges or supplemental contributions is required and “Yes” will be reflected in this column.
Pension Protection Act Zone Status
Pension Fund EIN-PN As of 12/31/25 As of 12/31/24 FIP/RP Status Surcharge Imposed Expiration Date(s) of CBA(s)
Western Conference of Teamsters Pension Plan 91-6145047-001 Green Green N/A N/A 12/7/2025 to 2/14/2031 (1)
(1) Sysco is party to 24 CBAs that require contributions to the Western Conference of Teamsters Pension Trust. Each agreement covers anywhere from less than 1% to 18% of the total contributions Sysco is required to pay the fund. One of the CBAs expired during fiscal year 2026 and is currently being renegotiated.
108
The following table provides information about the company’s contributions to individually significant plans:
•The “Sysco Contributions” columns provide contribution amounts based on Sysco’s fiscal years, which may not coincide with the plans’ fiscal years.
•The “Sysco 5% of Total Plan Contributions” columns indicate whether Sysco was listed on Schedule R of the plan’s most recently filed Form 5500s as providing more than five percent of the total contributions to the plan, and the plan year-end is noted.
Sysco Contributions Sysco 5% of Total Plan Contributions
Pension Fund 2026 2025 2024 Year Ending 12/31/24 Year Ending 12/31/23
(In millions)
Western Conference of Teamsters Pension Plan $ 50 $ 48 $ 47 No No
For the plan noted in the table above, minimum contributions outside of the agreed upon contractual rate are not required.
16. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
2026 2025 2024
(In millions, except for share and per share data)
Numerator:
Net earnings $ 1,757 $ 1,828 $ 1,955
Denominator:
Weighted-average basic shares outstanding 479,117,877 488,144,333 501,238,422
Dilutive effect of share-based awards 1,494,326 1,681,315 1,857,664
Weighted-average diluted shares outstanding 480,612,203 489,825,648 503,096,086
Basic earnings per share $ 3.67 $ 3.74 $ 3.90
Diluted earnings per share $ 3.66 $ 3.73 $ 3.89
The number of securities that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 2,521,430, 4,176,838 and 4,611,724 for fiscal 2026, 2025 and 2024, respectively.
Dividends declared were $1.0 billion in each of fiscal 2026, fiscal 2025 and fiscal 2024. Included in dividends declared for each year were dividends declared but not yet paid at year-end of approximately $263 million, $258 million and $251 million in fiscal 2026, 2025 and 2024, respectively.
109
17. 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 $1.8 billion, $2.1 billion and $1.9 billion for fiscal 2026, 2025 and 2024, 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:
2026
Location of Expense (Income) Recognized in Net Earnings Before Tax Amount Tax Net of Tax Amount
(In millions)
Foreign currency translation:
Foreign currency translation adjustment N/A $ (124) $ — $ (124)
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in excluded component of fair value hedge Other expense (income), net 2 — 2
Change in cash flow hedges Operating expenses 40 10 30
Change in net investment hedges N/A 65 17 48
Total other comprehensive income (loss) before reclassification adjustments 107 27 80
Reclassification adjustments:
Amortization of cash flow hedges Interest expense 4 — 4
Pension and other postretirement benefit plans:
Other comprehensive income before reclassification adjustments:
Net actuarial gain (loss) and other adjustments arising in the current year Other expense (income), net 134 33 101
Reclassification adjustments:
Amortization of actuarial loss, net Other expense (income), net 31 9 22
Total reclassification adjustments 31 9 22
Marketable securities:
Change in marketable securities Other expense (income), net 1 — 1
Total other comprehensive income (loss) $ 153 $ 69 $ 84
110
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 $ 287 $ — $ 287
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in excluded component of fair value hedge Other expense (income), net (2) — (2)
Change in cash flow hedges Operating expenses (7) (4) (3)
Change in net investment hedges N/A (65) (16) (49)
Total other comprehensive income (loss) before reclassification adjustments (74) (20) (54)
Reclassification adjustments:
Amortization of cash flow hedges Interest expense 6 1 5
Pension and other postretirement benefit plans:
Other comprehensive income before reclassification adjustments:
Net actuarial loss, arising in the current year Other expense (income), net (28) (7) (21)
Reclassification adjustments:
Amortization of actuarial loss, net Other expense (income), net 28 8 20
Total reclassification adjustments 28 8 20
Marketable securities:
Change in marketable securities Other expense (income), net 4 — 4
Total other comprehensive income (loss) $ 223 $ (18) $ 241
111
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 $ (33) $ — $ (33)
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in excluded component of fair value hedge Other expense (income), net 2 — 2
Change in cash flow hedges Operating expenses 21 5 16
Change in net investment hedges N/A (5) (2) (3)
Total other comprehensive income before reclassification adjustments 18 3 15
Reclassification adjustments:
Amortization of cash flow hedges Interest expense 11 4 7
Pension and other postretirement benefit plans:
Other comprehensive income before reclassification adjustments:
Net actuarial loss, arising in the current year Other expense (income), net (130) (33) (97)
Reclassification adjustments:
Amortization of actuarial loss, net Other expense (income), net 28 8 20
Total reclassification adjustments 28 8 20
Marketable securities:
Change in marketable securities Other expense (income), net 3 1 2
Total other comprehensive income (loss) $ (103) $ (17) $ (86)
112
The following tables provide a summary of the changes in accumulated other comprehensive income (loss), net for the periods presented:
Foreign Currency Translation Hedging, net of tax Pension and Other Postretirement Benefit Plans, net of tax Marketable Securities Total
(In millions)
Balance as of Jul. 1, 2023 $ (374) $ (32) $ (840) $ (7) $ (1,253)
Other comprehensive income (loss), net before reclassification adjustments (33) 15 (97) — (115)
Amounts reclassified from accumulated other comprehensive income (loss), net — 7 20 — 27
Change in marketable securities — — — 2 2
Balance as of Jun. 29, 2024 (407) (10) (917) (5) (1,339)
Other comprehensive income (loss), net before reclassification adjustments 287 (54) (21) — 212
Amounts reclassified from accumulated other comprehensive income (loss), net — 5 20 — 25
Change in marketable securities — — — 4 4
Balance as of Jun. 28, 2025 (120) (59) (918) (1) (1,098)
Other comprehensive income (loss), net before reclassification adjustments (124) 80 101 — 57
Amounts reclassified from accumulated other comprehensive income (loss), net — 4 22 — 26
Change in marketable securities — — — 1 1
Balance as of Jun. 27, 2026 $ (244) $ 25 $ (795) $ — $ (1,014)
18. SHARE-BASED COMPENSATION
We provide compensation benefits to employees under several share-based payment arrangements including various long-term employee stock incentive plans and the 2025 Employee Stock Purchase Plan (ESPP).
Stock Incentive Plans
In November 2018, Sysco’s Omnibus Incentive Plan (2018 Plan) was adopted and reserved up to 51,500,000 shares of Sysco common stock for share-based awards to employees, non-employee directors and key advisors. Of the 51,500,000 authorized shares, the full 51,500,000 shares may be issued as options or stock appreciation rights and up to 17,500,000 shares may be issued as restricted stock, restricted stock units or other types of stock-based awards. To date, we have issued options, restricted stock units and performance share units under the 2018 Plan. Vesting requirements for awards under the 2018 Plan vary by individual grant and may include either time-based vesting or time-based vesting subject to acceleration based on performance criteria for fiscal periods of at least one year. The contractual life of all options granted under the 2018 Plan are and will be no greater than ten years. As of June 27, 2026, there were 35,362,902 remaining shares authorized and available for grant under the 2018 Plan, of which the full 35,362,902 shares may be issued as options or stock appreciation rights, or as a combination of up to 8,857,829 shares that may be issued as restricted stock, restricted stock units or other types of stock-based awards, with the remainder available for issuance as options or stock appreciation rights.
We have also granted employee options under several previous employee stock option plans for which previously granted options remain outstanding as of June 27, 2026. No new options will be issued under any of the prior plans. Future grants to employees will be made through the 2018 Plan or subsequently adopted plans. Awards under these plans are subject to time-based vesting with vesting periods that vary by individual grant. The contractual life of all options granted under these plans is ten years. Our policy is to utilize treasury stock for issuing shares upon share option exercise or share unit conversion.
Performance Share Units
During fiscal 2026 and 2025, 463,386 and 499,859 performance share units (PSUs), respectively, were granted to employees. Based on the jurisdiction in which the employee resides, some of these PSUs were granted with forfeitable dividend
113
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 was reduced by the present value of expected dividends during the vesting period. The weighted average grant-date fair value per performance share unit granted during fiscal 2026 and 2025 was $86.22 and $82.49, respectively. The PSUs will convert into shares of Sysco common stock at the end of the performance period based on actual performance targets achieved as well as the market-based return of Sysco’s common stock relative to that of the S&P 500 index companies.
Stock Options
Our option awards are subject to graded vesting over a requisite service period with compensation cost recognized on a straight-line basis through the requisite service period over the duration of the award.
In addition, certain of our options provide that the options continue to vest as if the optionee continued as an employee or director if the optionee meets certain age and years of service thresholds upon retirement. In these cases, Sysco will recognize compensation cost for such awards over the period from the grant date to the date the employee or director first becomes eligible to retire with the options continuing to vest after retirement.
The fair value of each option award is estimated as of the date of grant using a Black-Scholes option pricing model. Expected dividend yield is estimated based on the historical pattern of dividends and the average stock price for the year preceding the option grant. Expected volatility is based on historical volatility of Sysco’s stock, implied volatilities from traded options on Sysco’s stock, and other factors. The risk-free rate for the expected term of the option is based on the United States Treasury yield curve in effect at the time of grant. Sysco utilizes historical data to estimate option exercise and employee termination behavior in determining the expected life of awards for valuation purposes.
The weighted average assumptions discussed above are noted in the table below for relevant periods as follows:
2026 2025 2024
Dividend yield 2.9 % 2.8 % 2.6 %
Expected volatility 27.1 % 26.6 % 27.2 %
Risk-free interest rate 4.0 % 3.7 % 4.1 %
Expected Life 6.2 years 6.6 years 6.6 years
The following summary presents information regarding outstanding options as of June 27, 2026 and changes during the fiscal year then ended with regard to options under all stock incentive plans:
Shares Under Option Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions)
Outstanding as of June 28, 2025 7,858,733 $ 69.31
Granted 726,016 80.96
Exercised 1,731,187 58.43
Forfeited 285,712 78.64
Expired — —
Outstanding as of June 27, 2026 6,567,850 $ 73.06 4.65 $ 66
Expected to vest as of June 27, 2026 1,102,433 78.22 8.50 5
Exercisable as of June 27, 2026 5,427,010 $ 71.97 3.84 $ 60
The total number of employee options granted was 726,016, 746,501 and 808,279 in fiscal years 2026, 2025 and 2024, respectively.
During fiscal 2026, 317,639 options were granted to 11 executive officers, and 408,377 options were granted to 154 other key employees. During fiscal 2025, 321,453 options were granted to 12 executive officers, and 425,048 options were granted to 153 other key employees. During fiscal 2024, 322,325 options were granted to 12 executive officers and 485,954 were granted to 167 other key employees.
114
The weighted average grant date fair value of options granted in fiscal 2026, 2025 and 2024 was $19.52, $18.52 and $19.27, respectively. The total intrinsic value of options exercised during fiscal 2026, 2025 and 2024 was $2 million, $1 million and $1 million, respectively.
Restricted Stock Units
During fiscal 2026, 2025 and 2024, 1,435,186, 382,928 and 1,146,158 restricted stock units, respectively, were granted to employees, the majority of which vests ratably over a three-year period. Some of these restricted stock units were granted with dividend equivalents. The fair value of each restricted stock unit award granted with a dividend equivalent is based on the company’s stock price as of the date of grant. For restricted stock unit awards granted without dividend equivalents, the fair value was reduced by the present value of expected dividends as of the grant date during the vesting period. The weighted average grant date fair value per share of restricted stock units granted during fiscal 2026, 2025 and 2024 was $77.20, $75.83 and $74.52, respectively. The total fair value of restricted stock units vested during fiscal 2026, 2025 and 2024 was $45 million, $55 million and $52 million, respectively. The total intrinsic value of restricted stock units vested during fiscal 2026, 2025 and 2024 was $51 million, $54 million and $54 million, respectively.
Non-Employee Director Awards
During fiscal 2026, 2025 and 2024, 28,097, 28,127 and 29,115 restricted equity awards, respectively, were granted to non-employee directors (NEDs), which will vest over a one-year period. NEDs may elect to receive these awards in restricted stock shares that will vest at the end of the award stated vesting period or as deferred units that convert into shares of Sysco common stock on a date subsequent to the award stated vesting date selected by the NED. The fair value of the restricted awards is based on the company’s stock price as of the date of grant. The weighted average grant date fair value of the shares granted during fiscal 2026, 2025 and 2024 was $75.07, $74.96 and $70.67, respectively. The total fair value of restricted stock shares vested and deferred units distributed during fiscal 2026, 2025 and 2024 was $2 million in each year. Restricted stock shares are valued on their vesting date. Vested deferred units are valued on their subsequent conversion and distribution date.
NEDs may elect to receive up to 100% of their annual directors’ fees in Sysco common stock on either an annual or deferred basis. As a result of such elections, a total of 3,520, 3,148 and 5,966 shares with a weighted-average grant date fair value of $76.16, $76.66 and $72.22 per share were issued in fiscal 2026, 2025 and 2024, respectively, in the form of fully vested common stock or deferred units. Common stock shares are valued on their vesting date. Vested deferred units are valued on their subsequent conversion and distribution date.
As of June 27, 2026, there were 144,700 fully vested deferred units outstanding that will convert into shares of Sysco common stock upon dates selected by the respective NED.
Summary of Equity Instruments Other Than Stock Options
The following summary presents information regarding outstanding non-vested awards as of June 27, 2026 and changes during the fiscal year then ended with regard to these awards under the stock incentive plans. Award types represented include restricted stock units granted to employees, restricted awards granted to non-employee directors and PSUs.
Shares Weighted Average Grant Date Fair Value Per Share
Non-vested as of June 28, 2025 2,477,757 $ 81.95
Granted 1,818,830 78.93
Vested (791,622) 77.10
Forfeited (496,295) 79.49
Non-vested as of June 27, 2026 3,008,670 $ 81.81
2025 Employee Stock Purchase Plan
The Sysco ESPP permits employees to invest in Sysco common stock by means of periodic payroll deductions at a discount of 15% from the closing price on the last business day of each calendar quarter. The total number of shares that may be sold pursuant to the ESPP may not exceed 12,000,000 shares, of which 10,401,539 remained available as of June 27, 2026.
115
During fiscal 2026, 1,076,685 shares of Sysco common stock were purchased by the participants, as compared to 1,059,763 shares purchased in fiscal 2025 and 1,092,062 shares purchased in fiscal 2024, some of which were purchased from the 2015 Employee Stock Purchase Plan. The weighted average fair value of employee stock purchase rights issued pursuant to the ESPP was $11.63, $11.46 and $10.83 per share during fiscal 2026, 2025 and 2024, respectively. The fair value of the stock purchase rights was calculated as the difference between the stock price at date of issuance and the employee purchase price.
All Share-Based Payment Arrangements
The total share-based compensation cost included in operating expenses in the consolidated results of operations was $118 million, $93 million and $104 million for fiscal 2026, 2025 and 2024, respectively. The expense recognized in fiscal 2026 increased due to the quantity and fair value of RSUs granted compared to that of the prior fiscal year. The total income tax benefit for share-based compensation arrangements was $22 million, $15 million and $17 million for fiscal 2026, 2025 and 2024, respectively.
As of June 27, 2026, there was $125 million of total unrecognized share-based compensation cost, which is expected to be recognized over a weighted-average period of 1.8 years.
Cash received from option exercises and ESPP participation was $137 million, $110 million and $120 million during fiscal 2026, 2025 and 2024, respectively. The actual tax benefit realized for the tax deductions from option exercises totaled $7 million, $3 million and $4 million during fiscal 2026, 2025 and 2024, respectively.
19. INCOME TAXES
Income Tax Provisions
For financial reporting purposes, earnings before income taxes consists of the following:
2026 2025 2024
(In millions)
U.S. $ 2,056 $ 2,066 $ 2,260
Foreign 220 349 305
Total $ 2,276 $ 2,415 $ 2,565
The income tax provision for each fiscal year consists of the following:
2026 2025 2024
(In millions)
U.S. federal income taxes $ 356 $ 432 $ 447
State and local income taxes 99 104 125
Foreign income taxes 64 51 38
Total $ 519 $ 587 $ 610
The current and deferred components of the income tax provisions for each fiscal year are as follows:
2026 2025 2024
(In millions)
Current $ 510 $ 602 $ 584
Deferred 9 (15) 26
Total $ 519 $ 587 $ 610
The deferred tax provisions result from the effects of net changes during the year in deferred tax assets and liabilities arising from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
116
Effective Tax Rates
Reconciliations of the statutory federal income tax rate to the effective income tax rates for each fiscal year are as follows (dollars in millions):
2026
Amount Percent
US federal statutory tax rate $ 478 21.0 %
State and local income tax, net of federal income tax effect (1) 78 3.4
Foreign tax effects
Luxembourg
Changes in valuation allowances (26) (1.1)
Other 25 1.1
Other foreign jurisdictions 18 0.8
Tax credits (16) (0.7)
Nontaxable or nondeductible items
Other (17) (0.8)
Changes in unrecognized tax benefits 7 0.3
Other (28) (1.2)
Effective tax rate $ 519 22.8 %
(1) State taxes in California, Florida, Illinois, Oregon, New York, Virginia and New Jersey for FY26 made up the majority (greater than 50%) of the tax effect in this category.
2025 2024
U.S. statutory federal income tax rate 21.0 % 21.0 %
State and local income taxes, net of any applicable federal income tax benefit 3.4 3.9
Foreign income taxes (1.1) (1.0)
Uncertain tax positions 0.6 0.1
Tax benefit of equity-based compensation 0.2 0.1
Other 0.2 (0.3)
Effective income tax rate 24.3 % 23.8 %
The effective tax rate of 22.8% for fiscal 2026 was impacted by (1) state income tax expense of $78 million and (2) the mix of earnings from our foreign operations which are taxed at rates different than our domestic tax rate, as well as credits, local permanent differences and other minimum taxes, which resulted in a net increase in the effective tax rate.
The effective tax rate of 24.3% for fiscal 2025 was impacted by (1) state income tax expense of $82 million and (2) the mix of earnings from our foreign operations which are taxed at rates different than our domestic tax rate, as well as credits, local permanent differences and other minimum taxes, which resulted in a net increase in the effective tax rate.
The effective tax rate of 23.8% for fiscal 2024 was impacted by (1) state income tax expense of $99 million and (2) the mix of earnings from our foreign operations which are taxed at rates different than our domestic tax rate, as well as credits, local permanent differences and other minimum taxes, which resulted in a net increase in the effective tax rate.
Cash Income Taxes Paid
Cash income taxes paid, net of refunds received, consisted of the following:
117
2026
(in millions)
Federal $ 303
State 85
Foreign 89
Total $ 477
Income taxes paid, net of refunds exceeded 5% of total income taxes paid, net of refunds, in the following jurisdictions:
2026
(in millions)
United States (Federal) $ 303
Canada 60
Deferred Tax Assets and Liabilities
Significant components of Sysco’s deferred tax assets and liabilities are as follows:
Jun. 27, 2026 Jun. 28, 2025
(In millions)
Deferred tax assets:
Net operating tax loss carryforwards $ 578 $ 595
Operating lease liabilities 356 291
Interest carryforwards 279 263
Pension 86 124
Receivables 58 56
Inventory 34 32
Share-based compensation 30 25
Deferred compensation 27 27
Other 110 74
Deferred tax assets before valuation allowances 1,558 1,487
Valuation allowances (299) (328)
Total deferred tax assets 1,259 1,159
Deferred tax liabilities:
Excess tax depreciation and basis differences of assets 394 286
Goodwill and intangible assets 388 384
Operating lease assets 345 282
Foreign currency remeasurement losses and currency hedge 27 1
Other 55 54
Total deferred tax liabilities 1,209 1,007
Total net deferred tax assets $ 50 $ 152
Our deferred tax asset for net operating loss carryforwards as of June 27, 2026 and June 28, 2025 consisted of state and foreign net operating tax loss carryforwards. The state net operating loss carryforwards outstanding as of June 27, 2026 expire in fiscal years 2027 through 2047, with some losses having unlimited carryforward periods. The foreign net operating loss carryforward periods vary by jurisdiction, from 10 years to unlimited.
We assess the recoverability of our deferred tax assets each period by considering whether it is more likely than not that all or a portion of the deferred tax assets will not be realized. We consider all available evidence (both positive and
118
negative) in determining whether a valuation allowance is required. As a result of the company’s analysis, it was concluded that, as of June 27, 2026, a valuation allowance of $299 million should be established against the portion of the deferred tax asset attributable to capital losses, certain state interest, and foreign and U.S. state losses. We will continue to monitor facts and circumstances in the reassessment of the likelihood that these items will be realized.
Uncertain Tax Positions
Our uncertain tax position balance was $70 million in fiscal 2026 and $43 million in fiscal 2025. The gross amount of liability for accrued interest and penalties related to unrecognized tax benefits was $21 million as of June 27, 2026 and $17 million as of June 28, 2025. The expense recorded for interest and penalties related to unrecognized tax benefits was not material in any year presented. It is reasonably possible that the amount of the unrecognized tax benefit with respect to certain of the company’s unrecognized tax positions will increase or decrease in the next twelve months. At this time, an estimate of the range of the reasonably possible change cannot be made.
During 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, we 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 was 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 our position regarding our foreign tax credits. We previously recorded a benefit of $131 million attributable to our 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.
If we were to recognize all unrecognized tax benefits recorded as of June 27, 2026 and June 28, 2025, approximately all of the $70 million and $43 million reserve would reduce the effective tax rate for each year, respectively. It is reasonably possible that the amount of the unrecognized tax benefits with respect to certain of our unrecognized tax positions will increase or decrease in the next twelve months either because our positions are sustained on audit or because the company agrees to their disallowance. Items that may cause changes to unrecognized tax benefits primarily include the consideration of various filing requirements in various jurisdictions and the allocation of income and expense between tax jurisdictions. In addition, the amount of unrecognized tax benefits recognized within the next twelve months may decrease due to the expiration of the statute of limitations for certain years in various jurisdictions; however, it is possible that a jurisdiction may open an audit on one of these years prior to the statute of limitations expiring. We anticipate an immaterial decrease to the reserve within twelve months as a result of lapse of statutes.
We remain subject to income tax examinations for our U.S. federal income taxes for fiscal 2019 and subsequent tax years. As of June 27, 2026, Sysco’s tax returns in the majority of the state and local and material foreign jurisdictions are no longer subject to audit for the years before 2018.
Other
We intend to indefinitely reinvest income of our foreign operations except for income from a Singapore entity, and, as a result, no material accruals have been made with respect to the tax effects of unremitted earnings from these reinvested foreign earnings, including impacts of outside basis differences and withholding taxes. The Singapore income for which we are not claiming permanent reinvestment only relates to income for fiscal year 2023 and forward. The company has not recorded any withholding tax liability on the current year undistributed Singapore earnings, as the distribution of this income to the U.S. would not result in any income or withholding tax liability. As a result of the U.S. Tax Cuts and Jobs Act, unremitted earnings prior to the effective date of the act have been subject to U.S. income tax. Any residual tax effects, including foreign withholding taxes, are immaterial to the financial statements.
On October 8, 2021, the Organization for Economic Co-operation and Development (OECD) announced the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting, which provides for a two-pillar solution to address tax challenges arising from the digitalization of the economy. Pillar One expands a country’s authority to tax profits from companies that make sales into their country but do not have a physical location in the country. Pillar Two includes an agreement on international tax reform, including rules to ensure that large corporations pay a minimum rate of corporate income tax. On December 20, 2021, the OECD released Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large corporations at a minimum rate of 15%. On January 20, 2025, President Trump issued executive orders that the OECD Global Tax Deal has no force and effect in the U.S., and to investigate foreign countries’ compliance with tax treaties and to prepare a list of options for protective measures the U.S. should adopt in response. Our analysis is ongoing as the OECD continues to release additional guidance, countries enact legislation, and the potential U.S. response continues to
119
develop. To the extent additional legislative changes take place in the countries in which we operate, it is possible that these changes may have an adverse impact on our effective tax rate, financial results, and cash flows.
The One Big Beautiful Bill Act was enacted in July 2025 and introduced a series of corporate tax changes, including 100% bonus depreciation on qualified property. These provisions decreased cash taxes paid in fiscal 2026 and may change the timing of cash tax payments in future periods.
The Inflation Reduction Act includes provisions that allow for the transfer of certain federal clean energy tax credits (Transferable Tax Credits). In June 2026, we entered into a contract to purchase approximately $300 million of Transferable Tax Credits which will be applied against our fiscal 2027 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 the company’s change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.
20. 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.
Other Commitments
We have contracts with various third-party service providers to receive information technology services and warehouse management services. The services have been committed for periods up to fiscal 2036 and may be extended. As of June 27, 2026, the total remaining cost of the services over that period is expected to be approximately $318 million. A portion of this committed amount may be reduced by Sysco utilizing less than estimated resources and can be increased by Sysco utilizing more than estimated resources. Certain agreements allow adjustments for inflation. Sysco may also cancel a portion or all of the services provided subject to termination fees that decrease over time. If Sysco were to terminate all of the services in fiscal 2027, the estimated termination fees incurred in fiscal 2027 would be approximately $21 million.
120
21. BUSINESS SEGMENT INFORMATION
We have combined certain of our operations in three reportable segments. “Other” financial information is attributable to the company’s 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.
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.
Year Ended Jun. 27, 2026
U.S. Foodservice Operations International Foodservice Operations SYGMA Other Total
(In millions)
Sales $ 58,803 $ 16,042 $ 8,623 $ 1,085 $ 84,553
Less:
Cost of sales 47,564 12,641 7,952 804 68,961
Operations expense 4,843 1,835 516 130 7,324
Selling, general & administrative expense 2,878 1,103 61 121 4,163
Total segment operating income 3,518 463 94 30 4,105
Global Support Center (1,010)
Total operating income 3,095
Interest expense 717
Other expense (income), net 102
Earnings before income taxes $ 2,276
121
Year Ended Jun. 28, 2025
U.S. Foodservice Operations International Foodservice Operations SYGMA Other Total
(In millions)
Sales $ 56,965 $ 14,905 $ 8,410 $ 1,090 $ 81,370
Less:
Cost of sales 46,090 11,796 7,748 824 66,458
Operations expense 4,671 1,654 514 134 6,973
Selling, general & administrative expense 2,688 1,018 67 113 3,886
Goodwill impairment — — — 92 92
Total segment operating income 3,516 437 81 (73) 3,961
Global Support Center (873)
Total operating income 3,088
Interest expense 635
Other expense (income), net 38
Earnings before income taxes $ 2,415
Year Ended Jun. 29, 2024
U.S. Foodservice Operations International Foodservice Operations SYGMA Other Total
(In millions)
Sales $ 55,339 $ 14,561 $ 7,768 $ 1,176 $ 78,844
Less:
Cost of sales 44,631 11,614 7,151 869 64,265
Operations expense 4,545 1,585 476 141 6,747
Selling, general & administrative expense 2,490 987 69 126 3,672
Total segment operating income 3,673 375 72 40 4,160
Global Support Center (958)
Total operating income 3,202
Interest expense 607
Other expense (income), net 30
Earnings before income taxes $ 2,565
Fiscal Year
2026 2025 2024
Depreciation and amortization: (In millions)
U.S. Foodservice Operations $ 559 $ 545 $ 499
International Foodservice Operations 280 266 247
SYGMA 30 32 33
Other 6 7 10
Total segments 875 850 789
Global Support Center 101 95 84
Total $ 976 $ 945 $ 873
122
Fiscal Year
2026 2025 2024
Capital Expenditures: (In millions)
U.S. Foodservice Operations $ 269 $ 394 $ 366
International Foodservice Operations 228 275 289
SYGMA 12 25 21
Other 26 33 35
Total segments 535 727 711
Global Support Center 165 179 121
Total $ 700 $ 906 $ 832
Fiscal Year
2026 2025 2024
Assets: (In millions)
U.S. Foodservice Operations $ 13,785 $ 13,169 $ 12,505
International Foodservice Operations 8,404 8,119 7,545
SYGMA 932 922 923
Other 507 516 616
Total segments 23,628 22,726 21,589
Global Support Center 4,769 4,048 3,328
Total $ 28,397 $ 26,774 $ 24,917
123
Information concerning geographic areas is as follows:
Fiscal Year
2026 2025 2024
Sales: (In millions)
United States $ 68,108 $ 66,073 $ 63,931
Canada 6,513 6,113 5,993
United Kingdom 4,487 4,081 3,760
France 1,897 1,714 1,712
Sweden 1,032 901 836
Other 2,516 2,488 2,612
Total $ 84,553 $ 81,370 $ 78,844
Plant and equipment at cost, less accumulated depreciation:
United States $ 4,421 $ 4,522 $ 4,165
United Kingdom 547 515 369
Canada 349 372 364
France 315 345 308
Other 342 330 291
Total $ 5,974 $ 6,084 $ 5,497
Operating lease right-of-use assets, net:
United States $ 710 $ 603 $ 487
United Kingdom 338 227 194
Canada 131 89 88
France 55 56 59
Sweden 51 58 32
Other 104 98 63
Total $ 1,389 $ 1,131 $ 923
The sales mix for the principal product categories by segment is disclosed in Note 3, “Revenue.”
124