SYYSysco
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. 10-K, Item 1
- Employees
- 75,000
- Headquarters
- Houston, TX
- CEO
- Kevin Hourican
- Next results
- around Jan 26, 2027
54 paragraphs in Risk Factors of the 10-K filed Aug 21, 2026 with nothing like them in the 10-K filed Aug 22, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 31 Consumer staples companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
The following is a summary of the principal risks that could materially and adversely affect our business, financial condition, results of operations and cash flows, or the value of our securities. This summary does not describe all of the risks we face and should be read together with the more detailed discussion of the risk factors set forth below in this Item 1A and elsewhere in this Annual Report on Form 10-K. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business.
Similar paragraph at 11 of 31 other Consumer staples companies: ADM, BF-B, BG, CL, COST, HSY, KDP, KO and 3 moreRead in the 10-K ↗
•The Transactions are subject to conditions, some or all of which may not be satisfied on a timely basis, if at all.
•We and Jetro Restaurant Depot are subject to business uncertainties and contractual restrictions while the Transactions are pending.
•The mergers are subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on us following the Transactions or that could delay, prevent or increase the costs associated with completion of the Transactions.
•We may not be able to obtain financing for Transactions on favorable terms or at all.
•We may not achieve the intended benefits, and the Transactions may disrupt our current plans or operations.
•Potential litigation against us could result in substantial costs, an injunction preventing the completion of the Transactions and/or a judgment resulting in the payment of damages.
•Our existing stockholders will have reduced ownership and economic interest in Sysco Holdings after the Transactions.
Similar paragraph at 1 of 31 other Consumer staples companies: KVUE•The Transactions may not qualify for the expected tax treatment, which could make holders of our common stock subject to U.S. federal income tax in connection with the Transactions.
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may not be able to effectively respond to changes in consumer health perceptions or resulting new laws or regulations or to adapt our menu offerings to trends in eating habits.
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•The One Big Beautiful Bill Act (OBBBA) 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.
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Outside of the U.S., countries continue to adopt data privacy laws, with many placing stringent requirements on companies when handling and sharing personal data. There also continues to be a growing trend of countries outside of the U.S., where privacy laws are in place, amending those existing data privacy laws, to further enhance and extend an individual’s rights over their personal data and the obligations placed on companies that handle this data. For instance, Canada has proposed a new data privacy law, Bill C-36, which, if passed, would introduce new obligations regarding the collection, processing and disclosure of personal data on private companies. For each affected jurisdiction, we will need to assess and understand each new piece of legislation, in order to plan for and implement required changes.
As a consequence of the evolving landscape, regulatory guidance and action also continues to increase, particularly across the EU and U.S., with a growing number of enforcement activities and monetary penalties being issued by the regulator. The continuously evolving and developing landscape can be interpreted and applied differently from jurisdiction to jurisdiction and may create inconsistent or conflicting requirements.
One area of increasing risk is the rapid use of artificial intelligence and the evolving legal and regulatory landscape governing its use. The cross-jurisdictional nature of artificial intelligence introduces additional compliance complexity, particularly where emerging artificial intelligence-specific regulation overlaps with existing data privacy requirements when
processing and transforming personal data. The pace of regulatory change requires continual monitoring and adaptation of governance, risk management, and compliance frameworks.
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between December 31, 2021 and December 31, 2025. As the valuation dates for all of the plans were between December 31, 2021 and December 31, 2025, the company’s estimate reflects the condition of the financial markets as of this date range. Due to the lack of current information, management believes Sysco’s current share of the withdrawal liability could materially differ from this estimate. A significant increase in funding requirements could adversely affect our financial condition, results of operations and cash flow.
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•“JRD Merger” refers to, immediately following the Sysco Merger, Merger Sub 2 merging with and into JRD Unico, with JRD Unico continuing as the surviving corporation and a wholly owned subsidiary of Sysco Holdings;
•“Merger Agreement” refers to the Agreement and Plan of Merger, dated as of March 30, 2026, by and among us, Sysco Holdings, Merger Sub 1, Merger Sub 2, Merger Sub 3, JRD Unico, Warehouse Realty and a holder representative;
•“mergers” refers to the Sysco Merger, the JRD Merger and the Warehouse Realty Merger, collectively;
•“Sysco Holdings” refers to Sysco Holdings Corporation (formerly known as New Slider Holdco, Inc.), a Delaware corporation and a wholly owned subsidiary of ours that was formed solely for the purpose of effecting the Transactions;
•“Sysco Holdings common stock” refers to the common stock, par value $1.00 per share, of Sysco Holdings;
•“Sysco Merger” refers to Merger Sub 1 merging with and into us, with us continuing as the surviving corporation and a wholly owned subsidiary of Sysco Holdings;
•“Warehouse Realty” refers to Warehouse Realty, LLC, a Delaware limited liability company; and
•“Warehouse Realty Merger” refers to, immediately following the JRD Merger, Merger Sub 3 merging with and into Warehouse Realty, with Warehouse Realty continuing as the surviving entity and a wholly owned subsidiary of Sysco Holdings.
The Transactions are subject to conditions, some or all of which may not be satisfied or completed on a timely basis, if at all. Failure to complete the Transactions in a timely manner or at all could have adverse effects on us.
The completion of the Transactions is subject to a number of conditions, some of which are not under our control. The conditions include the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act), as well as other customary conditions. The failure to satisfy the required conditions could delay the completion of the Transactions for a significant period of time or prevent them from occurring at all. A failure to complete the Transactions would mean that we will not realize the anticipated benefits of the Transactions, including our proposed expansion of our existing operating and commercial framework into the cash and carry channel.
Without realizing any of the benefits of having completed the Transactions, we will be subject to a number of risks, including the following:
•The market price of our common stock could decline to the extent that the current market price reflects a market assumption that the Transactions will be completed;
•We may experience negative publicity, which could have an adverse effect on our ongoing operations, including on our ability to retain and attract key employees and those with whom we do business, such as customers, suppliers, and other business partners;
•We have committed and will continue to commit time and resources to matters relating to the Transactions that could otherwise have been devoted to ongoing business operations and pursuing other beneficial opportunities for us;
•We will still be required to pay significant fees and expenses relating to financing arrangements, which may include investment banking fees and commissions, professional fees and other costs and expenses;
•We will be required to pay costs relating to the Transactions, such as legal, accounting, financial advisory and printing fees, whether or not the Transactions are completed; and
•We may commit significant time and resources to defend against litigation related to any failure to complete the Transactions or related to any enforcement proceeding commenced against us to perform our obligations pursuant to the Merger Agreement.
In addition, even if we are able to complete the Transactions, one or more conditions in the Merger Agreement may not be satisfied in a timely manner. A delay in completing the Transactions could cause us to realize some or all of the benefits later than we otherwise expected if the Transactions were successfully completed within the anticipated timeframe, which could result in additional transaction costs or other negative effects associated with uncertainty about the Transactions. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.
We and Jetro Restaurant Depot are subject to business uncertainties and contractual restrictions while the Transactions are pending.
Uncertainty about the effect of the Transactions on employees, commercial partners, clients, customers, suppliers and vendors may have an adverse effect on our and/or Jetro Restaurant Depot’s ongoing business operations and, consequently, have an adverse impact on the business operations of Sysco Holdings. Parties with whom we or Jetro Restaurant Depot have business relationships may be uncertain as to the future of such relationships or seek to alter their present business relationships. Parties with whom we and Jetro Restaurant Depot otherwise may have sought to establish business relationships may seek alternative relationships with third parties. These uncertainties may impair our or Jetro Restaurant Depot’s ability to retain and motivate key personnel and could cause customers, suppliers and others that deal with us or Jetro Restaurant Depot to defer or decline entering into contracts with us or Jetro Restaurant Depot. While the Transactions are pending, the uncertainties could
also divert our and Jetro Restaurant Depot management’s attention from their respective businesses as we work to take all steps necessary to close the Transactions. Any of these could have a material adverse effect on our and Sysco Holdings’ business and results of operations.
The mergers are subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on us following the Transactions or that could delay, prevent or increase the costs associated with completion of the Transactions.
Before the Transactions may be completed, any waiting period (or extension thereof) under the provisions of the HSR Act must have expired or been terminated. In evaluating the Transactions, the relevant governmental entities may seek to impose requirements, limitations or costs or place restrictions on the conduct of the business of Sysco Holdings following the Transactions. Under the Merger Agreement, we and Jetro Restaurant Depot have agreed to use our respective reasonable best efforts to obtain as promptly as practicable all approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations and other confirmations required to be obtained from any third party or governmental body, agency, authority or official which are necessary, proper or advisable to consummate the Transactions, subject to certain limitations set forth in the Merger Agreement.
On May 27, 2026, Sysco and Jetro Restaurant Depot each received a request for additional information and documentary material, often referred to as a “second request,” from the FTC under the HSR Act. Sysco and Jetro Restaurant Depot are in the process of responding to the FTC’s second requests. Issuance of the second request extends the HSR waiting period until 30 days after Sysco and Jetro Restaurant Depot have substantially complied with the second request, unless that period is terminated earlier by the FTC. In addition, governmental agencies or other entities may impose conditions, terms, obligations or restrictions in connection with their approval of or consent to the Transactions, and such conditions, terms, obligations or restrictions may delay completion of the Transactions or impose additional material costs on or materially limit Sysco Holdings revenues following the completion of the Transactions. There can be no assurance that governmental agencies or other entities will not seek to impose conditions, terms, obligations or restrictions, and, if imposed, they may delay or lead to the abandonment of the Transactions. At any time before or after consummation of the Transactions, notwithstanding the termination or expiration of the applicable waiting period under the HSR Act, the FTC, the DOJ or any state attorney general could take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Transactions or seeking the divestiture of substantial assets by us or Jetro Restaurant Depot.
We expect to obtain financing in connection with the Transactions but cannot guarantee that we will be able to obtain such financing on favorable terms or at all.
The cash portion of the purchase price, which is $21.6 billion, subject to customary adjustments, to be paid by us for the Transactions, as well as any refinancing of Jetro Restaurant Depot’s indebtedness, and the fees and expenses of the Transactions are expected to be financed with a combination of $21 billion of new debt and hybrid debt, and $1 billion of cash on hand, equity or equity-linked securities. Although we executed a commitment letter, dated March 30, 2026, with certain lenders (the Commitment Letter), that provides a commitment, subject to satisfaction of standard conditions, for a $22 billion senior unsecured 364-day bridge loan facility, that has since been reduced to $19 billion as we have entered into a term loan facility in the amount of $3 billion whose proceeds (when funded) are intended to fund the Transactions in part, and we may not be able to obtain the remaining $19 billion of financing or any other financing. Although our obligation to consummate the Transactions is not conditioned upon the receipt of any financing by us, our ability to obtain any new equity and debt financing (including permanent financing to replace the bridge facility) will depend on, among other factors, our financial position and performance, as well as prevailing market conditions, the terms of such financing, and other factors beyond our control. We may not be able to obtain new equity or debt financing on terms acceptable to us or at all, and any such failure could materially adversely affect our results of operations and financial condition.
We may not achieve the intended benefits, and the Transactions may disrupt our current plans or operations.
There can be no assurance that Sysco Holdings will be able to successfully integrate Jetro Restaurant Depot’s assets and operations or otherwise realize the expected benefits of the Transactions (including cost synergies from improved purchasing and supply chain efficiencies). Difficulties in integrating Jetro Restaurant Depot into Sysco Holdings may result in Sysco Holdings performing differently than expected, in operational challenges or in the failure to realize anticipated synergies and efficiencies in the expected timeframe or at all from the Transactions. The integration of the two companies may result in material challenges, including diversion of management’s attention from ongoing business concerns; challenges in retaining key management and other employees; business and operational relationships; the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; challenges in consolidating corporate and
administrative infrastructures and eliminating duplicative operations; coordinating separate organizations; addressing differences in business backgrounds, corporate cultures and management philosophies; unanticipated issues in integrating information technology, communications and other systems; and difficulties in managing the expanded operations of a larger and more complex company; as well as potential unknown liabilities or unforeseen expenses relating to integration. Many of these factors are outside of our control and any one of them could result in lower sales, higher costs and diversion of management time and energy, which could materially and adversely impact the business, financial condition or results of operations of Sysco Holdings.
In addition, even if the operations of the business of Sysco and Jetro Restaurant Depot are integrated successfully, the full benefits of the Transactions may not be realized within the anticipated time frame or at all. Further, additional unanticipated costs may be incurred in the integration of the businesses of Sysco Holdings and Jetro Restaurant Depot. All of these factors could cause dilution to the earnings per share of Sysco Holdings, decrease or delay the projected benefits of the Transactions, and negatively impact the price of the Sysco Holdings common stock following the Transactions.
Potential litigation against us could result in substantial costs, an injunction preventing the completion of the Transactions and/or a judgment resulting in the payment of damages.
Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into Merger Agreements. Even if such a lawsuit is unsuccessful, defending against these claims can result in substantial costs. An adverse judgment could result in monetary damages, which could have a negative impact on our and Sysco Holdings’ liquidity and financial condition.
Similar paragraph at 1 of 31 other Consumer staples companies: KDPOur stockholders may file lawsuits against us and/or our directors and officers in connection with the Transactions. These lawsuits could prevent or delay the completion of the Transactions and result in significant costs to us, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.
Our existing stockholders will have reduced ownership and economic interest in Sysco Holdings after the Transactions.
Similar paragraph at 1 of 31 other Consumer staples companies: KVUEAfter the completion of the Transactions, our stockholders will own a smaller percentage of Sysco Holdings than they currently own in Sysco. 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 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. Consequently, our stockholders will have reduced ownership and economic interest in Sysco Holdings as a combined company compared to their ownership in Sysco prior to the Transactions.
If the Sysco Merger does not qualify as a “reorganization” under Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code) or, taken together with the JRD Merger, as a transaction described in Section 351(a) of the Code, holders of our common stock may be subject to U.S. federal income tax in connection with their receipt of Sysco Holdings common stock in the Sysco Merger.
Similar paragraph at 1 of 31 other Consumer staples companies: KVUEThe Sysco Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the Sysco Merger and JRD Merger, taken together, are intended to qualify as a transaction described in Section 351(a) of the Code. It is a condition to Sysco Holdings’, our, and the merger subs’ obligations to effect the mergers that such parties receive a written opinion from outside counsel, dated as of the closing date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, (A) the Sysco Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, or (B) the Sysco Merger and JRD Merger, taken together, will qualify as a transaction described in Section 351(a) of the Code. However, there can be no assurances that the IRS will not challenge the treatment of the Sysco Merger described above, or that a court would not sustain such a challenge. If the IRS or a court determines that the Sysco Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code or, together with the JRD Merger, as a transaction described in Section 351(a) of the Code, a U.S. holder of our common stock generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value of the Sysco Holdings common stock received in the Sysco Merger and such U.S. holder’s aggregate tax basis in our common stock surrendered in the Sysco Merger.
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New in the latest 10-Q
107 paragraphs in the 10-Q filed Nov 4, 2026 with nothing like them in the 10-Q filed Apr 29, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
13-Week Period Ended Sep. 26, 2026 Sep. 27, 2025 ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Cash flows from operating activities: Net earnings $ 526 $ 476 Adjustments to reconcile net earnings to cash provided by operating activities: Share-based compensation expense 28 31 Depreciation and amortization 262 233 Operating lease asset amortization 41 37 Amortization of debt issuance and other debt-related costs 94 4 Deferred income taxes 21 (5) Provision for losses on receivables 24 30 Gain on deal contingent rate lock transactions (234) — Other non-cash items (23) 8 Additional changes in certain assets and liabilities, net of effect of businesses acquired: Increase in receivables (280) (349) Increase in inventories (115) (335) Increase in prepaid expenses and other current assets (86) (42) Increase in accounts payable 70 82 Decrease in accrued expenses (132) (83) Decrease in operating lease liabilities (56) (49) Increase in accrued income taxes 141 66 Decrease (increase) in other assets 2 (11) Decrease in other long-term liabilities (5) (7) Net cash provided by operating activities 278 86 Cash flows from investing activities: Additions to plant and equipment (97) (160) Proceeds from sales of plant and equipment 49 24 Purchase of marketable securities (135) — Proceeds from sales of marketable securities 10 7 Other investing activities — 22 Net cash used for investing activities (173) (107) Cash flows from financing activities: Bank and commercial paper borrowings, net 379 76 Other debt borrowings including senior notes 1,067 2 Other debt repayments including senior notes (1,045) (42) Debt issuance costs (47) (3) Proceeds from termination of interest rate swap agreements 70 — Proceeds from stock option exercises 37 43 Proceeds from common stock issuances 1,000 — Stock issuance costs (33) — Dividends paid (264) (259) Other financing activities (14) (12) Net cash provided by (used for) financing activities 1,150 (195) Effect of exchange rates on cash, cash equivalents and restricted cash (3) (6) Net increase (decrease) in cash, cash equivalents and restricted cash 1,252 (222) Cash, cash equivalents and restricted cash at beginning of period 2,117 1,349 Cash, cash equivalents and restricted cash at end of period $ 3,369 $ 1,127 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 200 $ 178 Income taxes, net of refunds 39 31
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We utilize arrangements to sell portions of our trade accounts receivable to third-party financial institutions on a non-recourse basis in exchange for cash. The arrangements meet the requirements for the receivables transferred to be accounted for as sales and are accounted for as a reduction in trade receivables. Proceeds from the sales are reported net of negotiated discount and are recorded as a reduction to accounts receivable outstanding in the company’s consolidated balance sheets and as cash flows from operating activities in the company’s consolidated statements of cash flows. Accounts receivable sold under these arrangements were $ 1.6 billion and $ 1.4 billion for the first 13 weeks of fiscal 2027 and 2026, respectively.
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In certain instances, Sysco has continuing involvement subsequent to the transfer, limited to providing certain servicing and collection actions on behalf of the purchasers of the designated trade receivables. The outstanding aggregate principal amount of receivables that has been derecognized and remain outstanding was $ 258 million and $ 222 million on September 26, 2026 and June 27, 2026, respectively. We continue to service the receivables post-transfer on a non-recourse basis with no participating interest.
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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.
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In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), which amends certain aspects of the accounting and disclosure of software costs under ASU 350-40. This ASU updates the cost capitalization threshold for internal-use software development costs by removing all references to software project development stages and providing new guidance on how to evaluate whether the probable-to-complete recognition threshold has been met. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027 (our fiscal 2029), and interim reporting periods within those annual reporting periods (our first quarter of fiscal 2029). Early adoption is permitted. The standard updates may be applied prospectively, retrospectively, or via a modified prospective transition method. We are currently evaluating the effect of adopting ASU 2025-06 on our consolidated financial statements and disclosures.
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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.
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On March 30, 2026, Sysco Corporation entered into an agreement and plan of merger (as amended, modified, or supplemented, 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, “JRD Acquisition 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.
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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 Corporation (“Sysco Holdings”) common stock. Following the closing of the JRD Acquisition Transactions, former holders of Sysco common stock and former equity holders of JRD will own shares of Sysco Holdings common stock, 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 shares of Sysco Holdings common stock in the aggregate. Refer to Note 8, “Debt” for discussion on how Sysco is financing the acquisition of JRD and Note 7, “Derivative Financial Instruments” for details on how Sysco is hedging the interest rate risk associated with its financing arrangements. Refer to Note 15, “Subsequent Events” for discussion of JRD financing and hedging transactions that took place subsequent to September 26, 2026.
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The JRD Acquisition 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’s holder representative a termination fee of $ 1.164 billion.
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Sysco’s policy is to invest only in high-quality investments. The fair values of our cash deposits and money market funds included in cash equivalents are valued using inputs that are considered a Level 1 measurement. Other cash equivalents, such as time deposits and highly liquid instruments with original maturities of three months or less, are valued using inputs that are considered a Level 2 measurement. The fair value of our marketable securities is measured using inputs that are considered a Level 2 measurement, as they rely on quoted prices in markets that are not actively traded or observable inputs over the full term of the asset. The location and the fair value of the company’s marketable securities in the consolidated balance sheet are disclosed in Note 6, “Marketable Securities.” The fair value of our derivative instruments is measured using inputs that are considered a Level 2 measurement, as they are not actively traded and are valued using pricing models that use observable market quotations. The location and the fair values of derivative assets and liabilities designated as hedges in the consolidated balance sheet are disclosed in Note 7, “Derivative Financial Instruments.” The deal-contingent interest rate lock unwind proceeds were calculated as the difference between contractual strike rates and forward market interest rates on the termination date. The deal-contingent interest rate lock unwind proceeds of $ 241 million were placed in escrow and the present value is probability weighted for the likelihood of closure of the JRD Acquisition Transactions as of the valuation date to arrive at a fair value estimate as of September 26, 2026. The lowest level of inputs used that were significant in determining the fair value were considered Level 3 inputs. See Note 7, “Derivative Financial Instruments,” for more information on our deal-contingent rate lock transactions.
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Sysco invests a portion of the assets held by its wholly owned captive insurance subsidiary in a restricted investment portfolio of marketable fixed income securities, which have been classified and accounted for as available-for-sale. We include fixed income securities maturing in less than 12 months within prepaid expenses and other current assets. Fixed income securities maturing in more than 12 months are included within other assets in the accompanying consolidated balance sheets. We record the amounts at fair market value, which is determined using quoted market prices at the end of the reporting period.
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We manage our debt portfolio with interest rate swaps from time to time to achieve an overall desired position of fixed and floating rates. The Company’s portfolio includes receive-fixed, pay-floating swap agreements to trade the fixed interest rate on certain senior note issuances with variable rates. The interest rate swaps are designated as fair value hedges and gains or losses on the hedges impact interest expense within the consolidated statements of income. Additionally, the Company periodically executes forward starting swap agreements to hedge the risk of changes in cash flows attributable to changes in interest rates, which are designated as cash flow hedges with gains and losses on the hedge initially recognized in accumulated other comprehensive income (loss). The company considers 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.
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In the first quarter of fiscal 2027, we cash settled forward starting swap agreements related to $ 1 billion of the 5-year and $ 1 billion of the 10-year fixed rate debt issuances that priced in the first quarter of fiscal 2027. Refer to Note 15, “Subsequent Events” for information related to the debt issuances. The swaps hedged the risk of changes in cash flows attributable to changes in the designated benchmark interest rate and were designated as cash flow hedges prior to settlement. The gain on cash settlement is recognized in accumulated other comprehensive income (loss), net of deferred tax and will be reclassified into interest expense in the same period(s) during which the hedged transactions affect earnings.
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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. Additionally, the Company periodically designates foreign-denominated debt as a net investment hedge to mitigate foreign currency exposure in certain foreign operations. In the first quarter of fiscal 2027, we designated CAD $ 1.5 billion (approximately USD $ 1.1 billion) of newly issued senior notes as a net investment hedge to mitigate foreign currency exposure of our Canadian operations.
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Sysco routinely manages foreign currency risk with spot and forward-rate cross-currency swaps on foreign-denominated balances. Where applicable, 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. Unrealized gains or losses on components excluded from hedge effectiveness are recorded within accumulated other comprehensive income (loss) and recognized into earnings over the life of the hedged instrument.
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Sysco’s operations in Europe have inventory purchases denominated in currencies other than their functional currency, such as the Euro, U.S. dollar, Polish zloty and Danish krone. Accounts payable associated with these inventory purchases give rise to foreign currency exposure between the functional currency of each entity and these currencies. We periodically enter into foreign currency forward swap contracts to sell the applicable entity’s functional currency and buy currencies matching the inventory purchase, which operate as cash flow hedges of the company’s foreign currency-denominated inventory purchases.
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The deal-contingent interest rate lock transactions executed in fiscal 2026 were terminated in the first quarter of fiscal 2027, specifically, on pricing date of the related notes. The deal-contingent unwind proceeds of $ 241 million were placed in escrow and the present value is probability weighted for the likelihood of closure of the JRD Acquisition Transactions as of the valuation date to arrive at a fair value estimate as of September 26, 2026. We did not apply hedge accounting, therefore changes in fair value have been recognized in other income and expense within our statement of consolidated results of operations.
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The aggregate commitments of the lenders under Sysco’s long-term revolving credit facility are $ 3.0 billion, and such commitments will increase to $ 4.0 billion after the JRD Acquisition Transactions are complete. The revolving credit agreement has an option to increase such commitments to $ 5.0 billion. The 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. The revolving credit facility expires on April 16, 2031. As of September 26, 2026, there were no borrowings outstanding under this facility.
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Sysco expects to finance the cash portion of the purchase price of the acquisition partially with debt. In the fourth quarter of fiscal 2026, Sysco Corporation 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. In the fourth quarter of fiscal 2026, Sysco Corporation 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. Sysco Corporation later amended the term loan facility on September 4, 2026, to establish an additional $ 750 million senior unsecured delayed draw term loan facility, consisting of a $ 375 million six-year delayed draw term loan tranche and a $ 375 million eight-year delayed draw term loan tranche. Fees paid upfront for the bridge facility as of September 26, 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 added approximately $ 30 million of interest expense in fiscal 2026 and is expected to add approximately $ 96 million of interest expense in fiscal 2027. Following the completion of the debt issuances described in Note 15, “Subsequent Events,” the bridge facility commitments under the commitment letter were terminated on October 8, 2026.
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On September 25, 2026, Sysco Corporation and Sysco Holdings (collectively, the “Issuers”), co-issued CAD denominated senior notes in an aggregate principal amount of C$ 1.5 billion (approximately USD $ 1.1 billion) (the “CAD Senior Notes”). The CAD Senior Notes were issued pursuant to the Base Indenture dated as of September 25, 2026 (the “Base Indenture”), by and between the issuers, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented and amended by the First Supplemental Indenture thereto, dated as of September 25, 2026, by and among the issuers, the guarantors named therein and the Trustee (the “First Supplemental Indenture”, and together with the Base Indenture, the “CAD Senior Indenture”).
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At the issuers’ option, any or all of the notes may be redeemed, in whole or in part, at any time prior to maturity. If the issuers elect to redeem (i) the 2030 notes before the date that is one month prior to the maturity date, or (ii) the 2034 notes before the date that is two months prior to the maturity date, the issuers will pay a redemption price equal to (1) 100 % of the principal amount of the notes of the applicable series to be redeemed plus accrued and unpaid interest 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 (i) the consummation of the JRD Acquisition Transactions does not occur on or prior to (a) March 30, 2028 or (b) any later date as the parties to the Merger Agreement may agree, (ii) Sysco Corporation notifies the trustee in writing that the Merger Agreement has terminated in accordance with its terms prior to the consummation of the JRD Acquisition Transactions, or (iii) Sysco Corporation notifies the trustee in writing and publicly announces that Sysco Corporation will not pursue the consummation of the JRD Acquisition Transactions (as described in the CAD Senior Indenture), the issuers will be required to redeem the notes at a special mandatory redemption price equal to 101 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of the special mandatory redemption. The issuers may redeem all, but not part, of any series of notes upon the occurrence of certain tax events (as described in the CAD Senior Indenture) at the redemption price of 100 % of their principal amount, plus accrued and unpaid interest to, but excluding, the redemption date.
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and per share data) Numerator: Net earnings $ 526 $ 476 Denominator: Weighted-average basic shares outstanding 481,341,826 478,761,180 Dilutive effect of share-based awards 1,603,415 1,604,486 Weighted-average diluted shares outstanding 482,945,241 480,365,666 Basic earnings per share $ 1.09 $ 0.99 Diluted earnings per share $ 1.09 $ 0.99
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On September 16, 2026, we issued 12,345,679 shares of our common stock in an underwritten public offering at an offering price of $ 81.00 per share. The common stock has a $ 1.00 per share par value. As a result of this transaction, we received cash proceeds of approximately $ 967 million, net of underwriting fees and other issuance costs. We granted the underwriters of the offering a 30-day option to purchase up to $ 150 million of additional shares of common stock, solely to cover overallotments, if any, at the same price per share; however, the option was not exercised and no additional shares were issued. We intend to use the proceeds of the offering to finance a portion of the JRD Acquisition Transactions.
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Change in excluded component of fair value Other expense (income), net (2) — (2)
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In the first 13 weeks of fiscal 2027, employees were granted 559,076 performance share units (PSUs). Based on the jurisdiction in which the employee resides, some of these PSUs were granted with forfeitable dividend equivalents. The fair value of each PSU award granted with a dividend equivalent is based on the company’s stock price as of the date of grant. For PSUs granted without dividend equivalents, the fair value is reduced by the present value of expected dividends during the vesting period. The weighted average grant-date fair value per PSU granted during the first 13 weeks of fiscal 2027 was $ 86.98. The PSUs will convert into shares of Sysco’s common stock at the end of the three-year performance period, as defined in each respective agreement, based on actual performance targets achieved. Certain awards also contain targets for the market-based return of Sysco’s common stock relative to that of each company within the S&P 500 index.
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operations. In the fourth quarter of fiscal 2023, the company filed suit in the U.S. Tax Court challenging the validity of certain tax regulations related to the one-time transition tax on unrepatriated foreign earnings, which were enacted as part of the Tax Cuts and Jobs Act of 2017 (TCJA). The lawsuit seeks to have the court invalidate these regulations, which would affirm the company’s position regarding its foreign tax credits. Sysco has previously recorded a benefit of $ 131 million attributable to its interpretation of the TCJA and the Internal Revenue Code. If we are ultimately unsuccessful in defending our position, we may be required to reverse all, or some portion, of the benefit previously recorded.
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The determination of our provision for income taxes requires judgment, the use of estimates and the interpretation and application of complex tax laws. Our provision for income taxes reflects income earned and taxed in the various U.S. federal and state, as well as foreign jurisdictions. Tax law changes, increases or decreases in permanent book versus tax basis differences, accruals or adjustments of accruals for unrecognized tax benefits or valuation allowances, and our change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.
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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.
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Sysco distributes food and related products to restaurants, healthcare and educational facilities, lodging establishments and other foodservice customers. Our primary operations are located in North America and Europe. Under the accounting provisions related to disclosures about segments of an enterprise, we have aggregated certain operating segments into three reportable segments. “Other” financial information is attributable to our other operating segments that do not meet the quantitative disclosure thresholds.
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• 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;
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• 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;
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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.
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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.
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In October 2026, we completed the remaining financing for the cash component of the JRD Acquisition Transactions.
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On October 6, 2026, Sysco Corporation and Sysco Holdings co-issued USD-denominated senior notes in an aggregate principal amount of $ 10.75 billion (the “USD Senior Notes”). The USD Senior Notes were issued pursuant to the Base Indenture, as supplemented and amended by the Second Supplemental Indenture thereto, dated as of October 6, 2026, by and among the issuers, the guarantors named therein and the Trustee (the “USD Senior Supplemental Indenture”, and together with the Base Indenture, the “USD Senior Indenture”).
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The USD Senior Notes are fully and unconditionally guaranteed, jointly and severally, by Sysco Corporation’s direct and indirect wholly owned domestic subsidiaries that guarantee Sysco Corporation’s existing senior notes. Interest on the 2029 notes will be paid semi-annually in arrears on April 6 and October 6, beginning on April 6, 2027. Interest on the 2031 notes will be paid semi-annually in arrears on June 6 and December 6, beginning on December 6, 2026. Interest on the 2033 notes will be paid semi-annually in arrears on April 6 and October 6, beginning on April 6, 2027. Interest on the 2036 notes will be paid semi-annually in arrears on June 6 and December 6, beginning on December 6, 2026. Interest on the 2046 notes will be paid semi-annually in arrears on April 6 and October 6, beginning on April 6, 2027. Interest on the 2056 notes will be paid semi-annually in arrears on April 6 and October 6, beginning on April 6, 2027. Interest on the 2066 notes will be paid semi-annually in arrears on April 6 and October 6, beginning on April 6, 2027. The 2029 notes will mature on October 6, 2029. The 2031 notes will mature on June 6, 2031. The 2033 notes will mature on October 6, 2033. The 2036 notes will mature on June 6, 2036. The 2046 notes will mature on October 6, 2046. The 2056 notes will mature on October 6, 2056. The 2066 notes will mature on October 6, 2066.
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At the issuers’ option, any or all of the notes may be redeemed, in whole or in part, at any time prior to maturity. If the issuers elect to redeem (i) the 2029 notes before the date that is one month prior to the maturity date, (ii) the 2031 notes before the date that is one month prior to the maturity date, (iii) the 2033 notes before the date that is two months prior to the maturity date, (iv) the 2036 notes before the date that is three months prior to the maturity date, (v) the 2046 notes before the date that is six months prior to the maturity date, (vi) the 2056 notes before the date that is six months prior to the maturity date, or (vii) the 2066 notes before the date that is six months prior to the maturity date, the issuers will pay a redemption price equal to (1) 100 % of the principal amount of the notes of the applicable series to be redeemed plus accrued and unpaid interest 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 (i) the consummation of the JRD Acquisition Transactions does not occur on or prior to (a) March 30, 2028 or (b) any later date as the parties to the Merger Agreement may agree, (ii) Sysco Corporation notifies the trustee in writing that the Merger Agreement has terminated in accordance with its terms prior to the consummation of the JRD Acquisition Transactions, or (iii) Sysco Corporation notifies the trustee in writing and publicly announces that Sysco Corporation will not pursue the consummation of the JRD Acquisition Transactions (as described in the USD Senior Indenture), the issuers will be required to redeem the notes (other than the 2036 notes) at a special mandatory redemption price equal to 101 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of the special mandatory redemption (the “Special Mandatory Redemption”). The 2036 notes will not be subject to the Special Mandatory Redemption and will remain outstanding if the JRD Acquisition Transactions are not consummated.
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On October 6, 2026, Sysco Corporation and Sysco Holdings co-issued USD-denominated junior subordinated notes in an aggregate principal amount of $ 3.9 billion. The junior notes were issued pursuant to the Base Indenture dated as of October 6, 2026 (the “Junior Subordinated Base Indenture”), by and among the Issuers, the guarantors named therein and the Trustee, as supplemented and amended by the Second Supplemental Indenture thereto, dated as of October 6, 2026, by and among the Issuers, the guarantors named therein and the Trustee (the “USD Junior Supplemental Indenture”, and together with the Junior Subordinated Base Indenture, the “USD Junior Subordinated Indenture”).
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The junior subordinated notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured, subordinate and junior basis, by Sysco Corporation’s direct and indirect wholly owned domestic subsidiaries that guarantee Sysco Corporation’s existing senior notes. Interest on the Series A Notes will be paid semi-annually in arrears on January 6 and July 6, beginning on January 6, 2027. Interest on the Series B Notes will be paid semi-annually in arrears on April 6 and October 6, beginning on April 6, 2027. Interest on the Series C Notes will be paid semi-annually in arrears on April 6 and October 6, beginning on April 6, 2027. The junior subordinated notes will mature on October 6, 2056.
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At the issuers’ option, any or all of the junior subordinated notes may be redeemed, in whole or in part, at any time prior to maturity. If the issuers elect to redeem (i) the Series A Notes on October 8, 2031, (ii) the Series B Notes on July 8, 2033, or (iii) the Series C Notes on July 8, 2036, the issuers will pay a redemption price equal to (1) 100 % of the principal amounts of the notes of the applicable series to be redeemed plus accrued and unpaid interest 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 (i) the consummation of the JRD Acquisition Transactions does not occur on or prior to (a) March 30, 2028 or (b) any later date as the parties to the Merger Agreement may agree, (ii) Sysco Corporation notifies the trustee in writing that the Merger Agreement has terminated in accordance with its terms prior to the consummation of the JRD Acquisition Transactions, or (iii) Sysco Corporation notifies the trustee in writing and publicly announces that Sysco Corporation will not pursue the consummation of the JRD Acquisition Transactions, the issuers will be required to redeem the notes at a special mandatory redemption price equal to 101 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of the special mandatory redemption. The issuers may redeem all, but not part, of any series of junior subordinated notes upon the occurrence of certain tax events (as described in the USD Junior Subordinated Indenture) at the redemption price of 100 % of their principal amount, plus accrued and unpaid interest to, but excluding, the redemption date.
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From and including the applicable first reset date (as described in the USD Junior Subordinated Indenture), and on each fifth anniversary thereof, the interest rate on each series of junior subordinated notes will reset to a rate per annum equal to the Five-year U.S. Treasury Rate (as described in the USD Junior Subordinated Indenture) as of the applicable reset interest determination date plus a spread of 2.280 % in the case of the Series A Notes, 2.372 % in the case of the Series B Notes and 2.401 % in the case of the Series C Notes. In addition, such spread will be increased (i) in the case of the Series A Notes, by a total of 0.250 % for each reset period from and including January 6, 2037 to, but excluding January 6, 2052, and by a total of 1.000 % for each reset period thereafter, (ii) in the case of the Series B Notes, by a total of 0.250 % for each reset period from and including October 6, 2038 to, but excluding October 6, 2053, and by a total of 1.000 % for each reset period thereafter and (iii) in the case of the Series C Notes, by a total of 0.250 % for each reset period from and including October 6, 2036 and for each reset period thereafter. The interest rate during any reset period will not reset below zero.
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On October 6, 2026, Sysco Corporation and Sysco Holdings, co-issued EUR-denominated junior subordinated notes in an aggregate principal amount of € 1.0 billion (approximately USD $ 1.1 billion) (the “Euro Junior Subordinated Notes”). The Euro Junior Subordinated Notes were issued pursuant to the Junior Subordinated Base Indenture, as supplemented and amended by the First Supplemental Indenture thereto, dated as of October 6, 2026, by and among the issuers, the guarantors named therein and the Trustee (the “Euro Junior Subordinated Supplemental Indenture”, and together with the Junior Subordinated Base Indenture, the “EUR Junior Subordinated Indenture”).
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The EUR Junior Subordinated Notes were issued at 100 % of par and are fully and unconditionally guaranteed, jointly and severally, on an unsecured, subordinate and junior basis, by Sysco Corporation’s direct and indirect wholly owned domestic subsidiaries that guarantee Sysco Corporation’s existing senior notes. Interest on the notes will be paid annually in arrears on October 6 of each year, beginning on October 6, 2027. The notes will mature on October 6, 2056.
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At the issuers’ option, any or all of the EUR-denominated junior subordinated notes may be redeemed, in whole or in part, at any time prior to maturity. If the issuers elect to redeem the EUR-denominated junior subordinated notes on July 8, 2032, the issuers will pay a redemption price equal to (1) 100 % of the principal amounts of the notes of the applicable series to be redeemed plus accrued and unpaid interest 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 (i) the consummation of the JRD Acquisition Transactions does not occur on or prior to (a) March 30, 2028 or (b) any later date as the parties to the Merger Agreement may agree, (ii) Sysco Corporation notifies the trustee in writing that the Merger Agreement has terminated in accordance with its terms prior to the consummation of the JRD Acquisition Transactions, or (iii) Sysco Corporation notifies the trustee in writing and publicly announces that Sysco Corporation will not pursue the consummation of the JRD Acquisition Transactions, the issuers will be required to redeem the notes at a special mandatory redemption price equal to 101 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of the special mandatory redemption. The issuers may redeem the EUR-denominated junior subordinated notes, in whole but not in part, at a redemption price equal to: i) 100 % of the principal amount, if the redemption date is on or after the first par call date, plus accrued and unpaid interest (including any additional interest) to, but excluding, the redemption date, at any time following the occurrence of a tax deductibility event (as described in the EUR Junior Subordinated Indenture) or (ii) 101 % of the principal amount, if the redemption date is prior to the first par call date (as described in the EUR Junior Subordinated Indenture). The issuers may redeem all, but not part, of the EUR-denominated junior subordinated notes upon the occurrence of certain tax events (as described in the EUR Junior Subordinated Indenture) at the redemption price of 100 % of their principal amount, plus accrued and unpaid interest to, but excluding, the redemption date. The issuers may redeem all, but not part, of the EUR-denominated junior subordinated notes within 120 days following a rating agency event (as described in the EUR Junior Subordinated Indenture) at the redemption price of (i) 101 % of the principal amount, if the redemption date is prior to the first par call date or (ii) 100 % of the principal amount, if the redemption date is on or after the first par call date, plus accrued and unpaid interest to, but excluding, the redemption date. The issuers may also redeem the notes, in whole but not in part, at a redemption price equal to 100 % of the principal amount of the notes, plus accrued and unpaid interest (including any additional interest) to, but excluding, the redemption date, if prior to the redemption date an issuer has repurchased EUR-denominated junior subordinated notes equal to or in excess of 75 % of the initial aggregate principal amount of notes issued.
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From and including October 6, 2032, and on each fifth anniversary thereof, the interest rate on the EUR-denominated junior subordinated notes will reset to a rate per annum equal to the Five-year Swap Rate as of the applicable reset interest determination date plus an initial margin of 2.554 %, which margin will be increased by a total of 0.250 % for each reset period from and including October 6, 2037 to, but excluding October 6, 2052 and by a total of 1.000 % for each reset period from and including October 6, 2052 and for each reset period thereafter. The interest rate during any reset period will not reset below zero.
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With the completion of our financing for the cash component of the JRD Acquisition Transactions, we terminated our senior unsecured 364-day bridge loan facility on October 8, 2026, the commitments under which had previously been reduced to $19 billion.
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Our first quarter of fiscal 2027 results included sales growth of 2.8% as compared to the first quarter of fiscal 2026, driven by increased sales in our U.S. Foodservice Operations, International Foodservice Operations, and SYGMA segments. Our gross profit increased 3.8% compared to the first quarter of fiscal 2026, due to local case volume growth, benefits associated with tariffs, customer fuel surcharges, savings from strategic sourcing efficiencies, and increased Sysco brand penetration. Operating income decreased 10.4% compared to the first quarter of fiscal 2026, due to increased acquisition-related costs and restructuring and transformational project costs. We consider these “Certain Item” expenses (as defined below). Excluding Certain Item expenses, adjusted operating income increased 3.2% as compared to the first quarter of fiscal 2026. Our net earnings for the first quarter of fiscal 2027 increased 10.5% as compared to the first quarter of fiscal 2026, which is primarily due to gains on deal contingent rate lock transactions, partially offset by amortization expense associated with debt issuance costs on a bridge loan facility. These items relate to the financing of the JRD Acquisition Transactions and are considered Certain Items. Excluding Certain Item expenses and income, adjusted net earnings increased by 4.2% as compared to the first quarter of fiscal 2026. See below for a comparison of our fiscal 2027 results to our fiscal 2026 results, both including and excluding Certain Items.
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The discussion of our results includes certain non-GAAP financial measures, including EBITDA and adjusted EBITDA, that we believe provide important perspective with respect to underlying business trends. Other than EBITDA and free cash flow, any non-GAAP financial measures will be denoted as adjusted measures to remove: (1) restructuring charges; (2) expenses associated with our various transformation initiatives; (3) severance charges; and (4) acquisition-related costs consisting of (a) intangible amortization expense and (b) acquisition costs and due diligence costs related to our acquisitions. Fiscal 2027 adjusted measures also remove amortization expense associated with debt issuance costs on a bridge loan facility and a gain on deal contingent rate lock transactions entered into to mitigate interest rate risk on permanent debt issued to finance the JRD Acquisition Transactions. No similar charges were applicable in the first quarter of fiscal 2026.
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Foot traffic to restaurants decreased approximately 2% in the first quarter of fiscal 2027 as compared to the first quarter of fiscal 2026. The macroeconomic environment was negatively impacted by several items including a Cyclospora outbreak at the midpoint of our first quarter of fiscal 2027 and by rising fuel costs, which negatively affected supply chains and consumer demand. Despite continued softness in industry restaurant traffic, Sysco generated local case volume growth during the first quarter of fiscal 2027, and we expect to continue to grow our sales in the remainder of fiscal 2027. We believe the food-away-from-home sector is a healthy, long-term growth market, and Sysco is diversified and well positioned as a market leader in foodservice.
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Sales increased 2.8% in the first quarter of fiscal 2027 as compared to the first quarter of fiscal 2026. Our sales and gross profit performance are influenced by multiple factors, including price, volume, inflation, customer mix and product mix. We experienced a 2.6% increase in U.S. Foodservice Operations case volume in the first quarter of fiscal 2027, as compared to the first quarter of fiscal 2026. Our volume growth trends were attributable to both national case volume and local case volume increasing 2.7% in the first quarter of fiscal 2027 as compared to the first quarter of fiscal 2026. Our volume reflects our broadline and specialty businesses. We expect our sales growth to be at the lower end of the range of 6% to 7%, reflecting a lower inflationary environment for the industry, partially offset by a benefit of a 53rd-week in fiscal 2027.
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Product inflation was modest during the first quarter of 2027, with enterprise inflation of approximately 0.3%, primarily driven by inflation in the meat category. This inflation rate was lower than expected and was primarily driven by deflation of 0.2% within U.S. Foodservice Operations. We expect inflation to increase over the course of fiscal 2027 for both our U.S. Foodservice Operations and for the enterprise overall. Inflation is now expected to be approximately 1.0% to 1.5% for the full fiscal 2027 year, based on expected moderate rates of inflation for the poultry, dairy, and meat categories. Gross margin increased 18 basis points in the first quarter of fiscal 2027, as compared to the first quarter of fiscal 2026, primarily due to local case volume growth, benefits associated with tariffs, customer fuel surcharges, savings from strategic sourcing efficiencies, and increased Sysco brand penetration.
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Total operating expenses were $3.3 billion in the first quarter of fiscal 2027, a 7.5% increase compared to the first quarter of fiscal 2026. Total adjusted operating expenses were $3.1 billion in the first quarter of fiscal 2027, a 4.0% increase as compared to the first quarter of fiscal 2026. Operating expenses increased primarily due to higher acquisition and due diligence costs, restructuring and transformational project costs, costs associated with planned investments in higher growth areas of the business with sales headcount and building expansions, and increased fuel costs. Adjusted operating expenses were 14.4% of sales during the first quarter of fiscal 2027, which represents a 17-basis point increase as compared to the first quarter of fiscal 2026, as a result of planned investments in higher growth areas of the business with sales headcount and building expansions, as well as increased fuel costs.
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In fiscal 2027, we expect to achieve cost savings benefits through the continued use of technology, including artificial intelligence, and business efficiency initiatives across sales, merchandising, supply chain, and back-office functions. Collectively, these efforts are expected to generate approximately $100 million of net cost savings during fiscal 2027, with benefits accelerating in the second half of the fiscal year. In addition, we believe the advancements that have been made in our operational capabilities and ongoing investments in employee training will continue to drive supply chain productivity gains and reduce the cost to serve our customers.
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In March 2026, we announced that we had entered into the Merger Agreement, pursuant to which we would acquire Jetro Restaurant Depot (JRD), a leading U.S. wholesale cash-and-carry foodservice provider serving smaller, independent restaurants and businesses. JRD operates 170 large-format warehouse stores across 35 states that serve more than 725,000 independent restaurants and foodservice operators with a broad assortment of fresh and low-priced products. The JRD Acquisition Transactions are expected to close by the third quarter of Sysco Corporation’s fiscal 2027, subject to the satisfaction of customary closing conditions, including regulatory clearance under the Hart-Scott-Rodino Act. We expect to incur increased operating expenses for acquisition-related costs in fiscal 2027.
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In the first quarter of fiscal 2027 and in early October 2026, we completed the bond and equity financing for the cash component of the proposed JRD Acquisition Transactions with an outcome that reflected the strength of our investment-grade credit profile. As referenced in Note 8, “Debt” and Note 15, “Subsequent Events,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q, Sysco Corporation and Sysco Holdings co-issued senior notes and junior subordinated notes in September and October of 2026. We intend to use the proceeds from the issuances to fund the expected third quarter of fiscal 2027 purchase of JRD. We expect to incur approximately $787 million of interest expense for the remainder of fiscal 2027 related to these newly issued notes. The interest expense incurred prior to the closing date of the JRD Acquisition Transactions will be treated as a Certain Item. The interest expense incurred subsequent to the closing date will not be treated as a Certain Item.
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Sysco has invested the proceeds received from the bond and equity financings. The invested proceeds are expected to generate interest income, which is recorded in Other expense (income), net. Most of the interest income between the dates of financing and closing date of the JRD Acquisition Transactions will be reported as Certain Items, with the exception of interest income from the common stock offering proceeds, as these shares and thus the proceeds will be outstanding irrespective of whether the acquisition closes.
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Our purpose is “Connecting the World to Share Food and Care for One Another.” Purpose-driven companies are believed to perform better. We believe our purpose will assist us to grow substantially faster than the foodservice distribution industry and deliver profitable growth through our Recipe for Growth transformation. This growth transformation is supported by strategic pillars that we believe will allow us to better serve our customers, including our digital, products and solutions, supply chain, customer teams, and future horizons strategies.
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Based on information in Note 14, “Business Segment Information,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q, U.S. Foodservice Operations and International Foodservice Operations, collectively, represented approximately 88.8% of Sysco’s overall sales in the first 13 weeks of fiscal 2027. U.S. Foodservice Operations and International Foodservice Operations, collectively, represented approximately 97.1% of total segment operating income, in the first 13 weeks of fiscal 2027. This illustrates that these segments represent a substantial majority of our total segment results when compared to other reportable segments.
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Gross profit dollars increased in the first quarter of fiscal 2027 as compared to the first quarter of fiscal 2026, primarily as a result of local case volume growth, benefits associated with tariffs, customer fuel surcharges, savings from strategic sourcing efficiencies, and increased Sysco brand penetration. The estimated change in product costs, an internal measure of inflation or deflation, decreased by 0.2% in the first quarter of fiscal 2027 as compared to the first quarter of fiscal 2026. Gross margin, which is gross profit as a percentage of sales, was 19.24% in the first quarter of fiscal 2027, for our U.S. Foodservice Operations, which represented an increase of 14 basis points compared to gross margin of 19.10% in the first quarter of fiscal 2026. This increase is primarily driven by strengthening customer mix and an improvement in our Sysco brand performance.
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SYGMA segment sales were 1.1% higher in the first quarter of fiscal 2027, as compared to the first quarter of fiscal 2026. Sales growth has moderated, as we have passed the one-year anniversary mark of the substantial customer additions we had in fiscal 2025. Operating income decreased $4 million in the first quarter of fiscal 2027 as compared to the first quarter of fiscal 2026, primarily as a result of rising fuel costs.
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Other income increased $259 million for the first quarter of fiscal 2027, as compared to the first quarter of fiscal 2026, primarily due to gains on deal contingent rate lock transactions in the first quarter of fiscal 2027, which are treated as Certain Items. Refer to Note 7, “Derivative Financial Instruments,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q for further discussion of our deal-contingent rate lock transactions. Additionally, we recognized net foreign exchange gains in the first quarter of fiscal 2027, whereas net foreign exchange losses were recognized in the first quarter of fiscal 2026.
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The discussion of our results includes certain non-GAAP financial measures, including EBITDA and adjusted EBITDA, that we believe provide important perspective with respect to underlying business trends. Other than EBITDA and free cash flow, any non-GAAP financial measures will be denoted as adjusted measures to remove (1) restructuring charges; (2) expenses associated with our various transformation initiatives; (3) severance charges; and (4) acquisition-related costs consisting of: (a) ...
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Management believes that adjusting its operating expenses, operating income, operating margin, interest expense, other (income) expense, net earnings and diluted earnings per share to remove these Certain Items, presenting its results on a constant currency basis, provides an important perspective with respect to our underlying business trends and results. It provides meaningful supplemental information to both management and investors that (1) is indicative of the performance of the comp...
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Sysco has a history of growth through acquisitions and excludes from its non-GAAP financial measures the impact of acquisition-related intangible amortization, acquisition costs and due-diligence costs for those acquisitions. We believe this approach significantly enhances the comparability of Sysco’s results for fiscal 2027 and fiscal 2026.
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Set forth on the following page is a reconciliation of sales, operating expenses, operating income, interest expense, other (income) expense, net earnings and diluted earnings per share to adjusted results for these measures for the periods presented. Individual components of diluted earnings per share may not be equal to the total presented when added due to rounding. Adjusted diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding. The ...
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13-Week Period Ended Sep. 26, 2026 13-Week Period Ended Sep. 27, 2025 Change in Dollars %/bps Change ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Tax impact of bridge loan amortization (5) (22) — (22) NM Tax impact of deal contingent rate lock transactions and other items associated with the planned acquisition of Jetro Restaurant Depot (5) 57 — 57 NM Net earnings adjusted for Certain Items (Non-GAAP) $ 574 $ 551 $ 23 4.2% Diluted earnings per share (GAAP) $ 1.09 $ 0.99 $ 0.10 10.1% Impact of restructuring, transformational project, and other costs (2) 0.21 0.12 0.09 75.0 Impact of acquisition-related costs (3) 0.22 0.09 0.13 NM Impact of bridge loan amortization (4) 0.19 — 0.19 NM Impact of deal contingent rate lock transactions and other items associated with the planned acquisition of Jetro Restaurant Depot (4) (0.49) — (0.49) NM Tax impact of restructuring, transformational project, and other costs (5) (0.05) (0.03) (0.02) (66.7) Tax impact of acquisition-related costs (5) (0.05) (0.02) (0.03) NM Tax impact of bridge loan amortization (5) (0.05) — (0.05) NM Tax impact of deal contingent rate lock transactions and other items associated with the planned acquisition of Jetro Restaurant Depot (5) 0.12 — 0.12 NM Diluted earnings per share adjusted for Certain Items (Non-GAAP) (6) $ 1.19 $ 1.15 $ 0.04 3.5%
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(4) Fiscal 2027 primarily includes $90 million of amortization expense associated with debt issuance costs on a bridge loan facility and a gain of $234 million on deal contingent rate lock transactions, both of which are related to the planned acquisition of Jetro Restaurant Depot.
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(5) The tax impact of adjustments for Certain Items is calculated by multiplying the pretax impact of each Certain Item by the statutory rates in effect for each jurisdiction where the Certain Item was incurred.
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(6) Individual components of diluted earnings per share may not equal the total presented when added due to rounding. Total diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.
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(3) Fiscal 2027 primarily includes a gain on deal contingent rate lock transactions related to the planned acquisition of Jetro Restaurant Depot.
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(5) Fiscal 2027 represents $231 million in GAAP other expense (income), net less $237 million in income primarily from a gain on deal contingent rate lock transactions entered into to mitigate interest rate risk on permanent debt issued to finance the purchase of Jetro Restaurant Depot. Fiscal 2026 represents $28 million in GAAP other expense (income), net.
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(6) Fiscal 2027 includes $262 million in GAAP depreciation and amortization expense, less $55 million of Non-GAAP depreciation and amortization expense primarily related to acquisitions. Fiscal 2026 includes $233 million in GAAP depreciation and amortization expense, less $33 million of Non-GAAP depreciation and amortization expense primarily related to acquisitions.
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Sysco generates cash in the U.S. and internationally. As of September 26, 2026, we had $3.2 billion in cash and cash equivalents, approximately 24% of which was held by our international subsidiaries. Sysco’s strategic objectives are funded primarily by cash from operations and external borrowings. Traditionally, our operations have produced significant cash flow. Due to our strong financial position, we believe we will continue to be able to effectively access capital markets, as needed. Cash is generally allocated to working capital requirements, investments compatible with our overall growth strategy (organic and inorganic), debt management, and shareholder return. The remaining cash balances are invested in high-quality, short-term instruments.
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We generated $278 million in cash flows from operations in the first 13 weeks of fiscal 2027, compared to cash flows from operations of $86 million in the first 13 weeks of fiscal 2026. In the first 13 weeks of fiscal 2027, these amounts included year-over-year favorable comparisons on working capital of $277 million due to favorable comparisons on inventory and accounts receivable, partially offset by an unfavorable comparison in accounts payable. Accrued expenses also had an unfavorable comparison, primarily related to higher payments of accrued incentive compensation in the first 13 weeks of fiscal 2027 in comparison to the first 13 weeks of fiscal 2026. Income tax payments negatively impacted cash flows from operations, as estimated payments made in the first 13 weeks of fiscal 2027 were higher compared to the first 13 weeks of fiscal 2026.
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Our capital expenditures in the first 13 weeks of fiscal 2027 consisted primarily of investments in buildings and building improvements, technology equipment, warehouse equipment, and fleet. Our capital expenditures in the first 13 weeks of fiscal 2027 were $63 million lower than in the first 13 weeks of fiscal 2026, reflecting a disciplined capital expenditure strategy and contributing to an increase in free cash flow. Proceeds from sales of plant and equipment were $49 million in the first 13 weeks of fiscal 2027, as compared to $24 million in the first 13 weeks of fiscal 2026. Our purchases of marketable securities were $135 million in the first 13 weeks of fiscal 2027, as we took advantage of higher interest rates available on corporate and government bonds. These marketable securities are held by our wholly owned captive insurance subsidiary in a restricted investment portfolio. See Note 6, “Marketable Securities,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q for further details of these investments. We had no purchases of marketable securities in the first 13 weeks of fiscal 2026.
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On September 16, 2026, we issued 12,345,679 shares of our common stock in an underwritten public offering at an offering price of $81.00 per share. The common stock has a $1.00 per share par value. As a result of this transaction, we received cash proceeds of approximately $967 million, net of underwriting fees and other issuance costs.
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On January 19, 2011, the wholly owned U.S. Broadline subsidiaries of Sysco Corporation, which distribute a full line of food products and a wide variety of non-food products, entered into full and unconditional guarantees of all outstanding senior notes and debentures of Sysco Corporation. All subsequent issuances of senior notes and debentures in the U.S. and borrowings under the company’s $3.0 billion long-term revolving credit facility have also been guaranteed by these subsidiaries. On September 25, 2026, Sysco Corporation and Sysco Holdings co-issued two series of CAD-denominated senior notes in an aggregate principal amount of C$1.5 billion (approximately USD $1.1 billion). These senior notes are fully and unconditionally guaranteed by our wholly owned U.S. Broadline subsidiaries. See Note 8, “Debt,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q for further details of this debt issuance. In connection with the issuance of the CAD-denominated senior notes, Sysco Holdings also entered into full and unconditional guarantees of all outstanding senior notes and debentures of Sysco Corporation.
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As of September 26, 2026, we had a total of $12.2 billion in senior notes, debentures and borrowings under the long-term revolving credit facility that were guaranteed by our U.S. Broadline subsidiary guarantors. Our remaining consolidated subsidiaries (non-guarantor subsidiaries) are not obligated under the senior notes indenture, debentures indenture or our long-term revolving credit facility. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” contained in our fiscal 2026 Form 10-K for additional information regarding the terms of the guarantees.
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The summarized financial information of Sysco Corporation and Sysco Holdings Corporation (“issuers”), and certain wholly owned U.S. Broadline subsidiaries (“guarantors”) (together, the “obligor group”) is presented on a combined basis with intercompany balances and transactions between entities in the obligor group eliminated. Investments in and equity in the earnings of our non-guarantor subsidiaries, which are not members of the obligor group, have been excluded from the summarized financial information. The obligor group’s amounts due to, amounts due from and transactions with non-guarantor
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Critical accounting estimates are those that are most important to the portrayal of our financial position and results of operations. These require our most subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. We have reviewed with the Audit Committee of the Board of Directors the development and selection of the critical accounting estimates and this related disclosure. Our most critical accounting estimates pertain to goodwill and intangible assets, income taxes and company-sponsored pension plans, which are described in Item 7 of our fiscal 2026 Form 10-K.
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Certain statements made herein that look forward in time or express management’s expectations or beliefs with respect to the occurrence of future events are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “anticipates,” “believes,” “can,” “contemplates,” “continues,” “continuously,” “could,” “estimates,” “expects,” “forecasts,” “future,” “goal,” “intends,” “may,” “outlook,” “plans,” “predicts,” “projected,” “seek,” “should,” “strive,” “target,” “will,” “would,” variations of such terms, and similar terms and phrases denoting anticipated or expected occurrences or results. This report contains various statements relating to future financial performance and results, business strategy, plans, goals and objectives, including certain outlook, business trends, our dividend and share repurchase programs, our expectation of future
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• risks related to business uncertainties and contractual restrictions affecting us and Jetro Restaurant Depot while the JRD Acquisition Transactions are pending, including effects on employees, customers, suppliers, and other business relationships;
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• the outcome and costs of any litigation relating to the JRD Acquisition Transactions.
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You should carefully consider these risks, as well as the additional risks described in other documents we file with the SEC. New risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements.
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achieved, and readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Except as required by law, we undertake no obligation to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. You should read this Form 10-Q, our fiscal 2026 Form 10-K and the documents we file with the SEC, with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by the cautionary statements referenced above.
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Market risk
Our market risks consist of interest rate risk, foreign currency exchange rate risk, fuel price risk and investment risk. For a discussion on our exposure to market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” in our fiscal 2026 Form 10-K. There have been no significant changes to our market risks since June 27, 2026. Refer to Note 7, “Derivative Financial Instruments” and Note 15, “Subsequent Events,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q for further details of our recent debt issuances, related hedge settlements and the status of our deal-contingent rate lock transactions.
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Controls and procedures
Sysco’s management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 26, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Sysco’s disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives. Based on the evaluation of our disclosure controls and procedures as of September 26, 2026, our chief executive officer and chief financial officer concluded that, as of such date, Sysco’s disclosure controls and procedures were effective at the reasonable assurance level.
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Legal proceedings
Item 103 of SEC Regulation S-K requires disclosure of certain environmental proceedings in which a governmental authority is a party to and when such proceedings involve potential monetary sanctions that Sysco’s management reasonably believes will exceed a specified threshold. Pursuant to recent SEC amendments to this Item, Sysco Corporation has chosen a reporting threshold for such proceedings of $1 million. Applying this threshold, there are no material environmental matters to disclose for this reporting period.
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Risk Factors
For a discussion of our risk factors, see the section entitled “Risk Factors” in our fiscal 2026 Form 10-K.
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Item 6
2.1# Amendment to Agreement and Plan of Merger, dated as of September 11, 2026, by and among Sysco Corporation, Sysco Holdings Corporation, JRD Unico, Inc., Warehouse Realty, LLC, Slider Merger Sub 1, Inc., Slider Merger Sub 2, Inc., Slider Merger Sub 3, LLC, and Holder Representative.
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3.1 Restated Certificate of Incorporation, incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).
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3.2 Certificate of Amendment to Restated Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(e) to Form 10-Q for the quarter ended December 27, 2003 (File No. 1-6544).
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3.3 Form of Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(c) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).
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3.4 Amended and Restated Bylaws of Sysco Corporation dated June 20, 2024, incorporated by reference to Exhibit 4.4 to the Form S-8 filed on December 6, 2024 (File No. 1-6544).
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4.1 Base Indenture, dated as of September 25, 2026, by and among Sysco Corporation, Sysco Holdings Corporation, the guarantors named therein and U.S. Bank Trust Company, National Association, incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed on September 25, 2026 (File No. 1-6544).
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4.2 First Supplemental Indenture, dated as of September 25, 2026, by and among Sysco Corporation, Sysco Holdings Corporation, the guarantors named therein and U.S. Bank Trust Company, National Association, relating to the 2030 Notes and the 2034 Notes (including the Form of 4.250% Senior Note and the Form of 4.800% Senior Note), incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed on September 25, 2026 (File No. 1-6544).
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4.3 Fiftieth Supplemental Indenture, dated as of September 25, 2026, by and among Sysco Corporation, Sysco Holdings Corporation, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, incorporated by reference to Exhibit 4.3 to the current report on Form 8-K filed on September 25, 2026 (File No. 1-6544).
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4.4 Second Supplemental Indenture, dated as of October 6, 2026, by and among Sysco Corporation, Sysco Holdings Corporation, the guarantors named therein and U.S. Bank Trust Company, National Association, relating to the 2029 Senior Notes, the 2031 Senior Notes, the 2033 Senior Notes, the 2036 Senior Notes, the 2046 Senior Notes, the 2056 Senior Notes and the 2066 Senior Notes (including the Form of each Senior Note), incorporated by reference to Exhibit 4.1 to the current report on Form 8-K f...
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4.5 Base Indenture, dated as of October 6, 2026, by and among Sysco Corporation, Sysco Holdings Corporation, the guarantors named therein and U.S. Bank Trust Company, National Association, incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed on October 6, 2026 (File No. 1-6544).
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4.6 First Supplemental Indenture, dated as of October 6, 2026, by and among Sysco Corporation, Sysco Holdings Corporation, the guarantors named therein and U.S. Bank Trust Company, National Association, relating to the Series A Junior Subordinated Notes, Series B Junior Subordinated Notes and Series C Junior Subordinated Notes (including the Form of 7.100% Junior Subordinated Note, 7.250% Junior Subordinated Note and 7.350% Junior Subordinated Note), incorporated by reference to Exhibit 4.4 t...
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4.7 Second Supplemental Indenture, dated as of October 6, 2026, by and among Sysco Corporation, Sysco Holdings Corporation, the guarantors named therein and U.S. Bank Trust Company, National Association, relating to the Junior Subordinated Notes due 2056 (including the Form of 6.000% EUR Junior Subordinated Note), incorporated by reference to Exhibit 4.3 to the current report on Form 8-K filed on October 6, 2026 (File No. 1-6544).
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10.2†# Sysco Corporation Annual Incentive Program (AIP) for Fiscal Year 2027 adopted effective July 31, 2026.
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10.3†# Performance Share Unit Agreement – JRD Acquisition Retention Awards for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan.
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10.4†# Form of Restricted Stock Unit Grant Agreement (Fiscal Year 2027) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan.
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10.5†# Form of Performance Share Unit Grant Agreement (Fiscal Year 2027) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan.
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10.1 ** First Amendment to Credit Agreement, dated September 4, 2026, among Sysco Corporation, Sysco Canada, Inc., Sysco Global Holdings B.V., Bank of America, N.A., as Administrative Agent, and certain lenders and guarantors party thereto, incorporated by reference to Exhibit 10.1 to current report on Form 8-K filed on September 4, 2026 (File No. 1-06544).
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† Executive Compensation Arrangement pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 4, 2026 against Item 1A of the 10-K filed Aug 21, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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For a discussion of our risk factors, see the section entitled “Risk Factors” in our fiscal 2026 Form 10-K.
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
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