Sentences and paragraphs of SYY's Risk Factors and MD&A, 10-K 2026-08-21 against 10-K 2025-08-22.
Each links to the text at sec.gov.
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AddedRisk Factors
•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.
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedRisk Factors
•The One Big Beautiful Bill Act (OBBBA) was enacted in July 2025 and introduced a series of corporate tax
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedMD&A
Total operating expenses increased 5.6% during fiscal 2026, as compared to fiscal 2025, driven by sales headcount investments, increased restructuring and transformational project costs, higher incentive compensation, and higher acquisition and due diligence costs. Adjusted operating expenses increased 5.1% during fiscal 2026, as compared to fiscal 2025, as a result of higher sales headcount investments and incentive compensation.
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedMD&A
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 cost savings during fiscal 2027. 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.
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedMD&A
In December 2025, we acquired Ginsberg’s Foods, a broadline distributor servicing restaurants, schools, and healthcare facilities across eastern New York and neighboring states. This acquisition opens opportunities to new customers while creating procurement efficiencies through Sysco buying programs and expanded access to Sysco brand products. This company’s results are included within U.S. Foodservice Operations and were not material to our results in fiscal 2026.
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedMD&A
In March 2026, we announced that we had entered into the Merger Agreement, pursuant to which we would acquire Jetro Restaurant Depot, a leading U.S. wholesale cash-and-carry foodservice provider serving smaller, independent restaurants and businesses. JRD operates 167 large-format warehouse stores across 35 states that serve more than 725,000 independent restaurants and foodservice operators with a broad assortment of fresh and low-priced products. The Transactions are expected to close by the third quarter of Sysco’s fiscal 2027, subject to the satisfaction of customary closing conditions, including regulatory clearance under the Hart-Scott-Rodino Act. We expect to incur increased operating expenses for acquisition-related costs in fiscal 2027. See Note 4, “Acquisitions,” in the Notes to the Consolidated Financial Statements in Item 8 for more information.
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedMD&A
Sysco’s operations within the United Kingdom, located within the International Foodservice Operations segment, initiated a rebranding effort in the second quarter of fiscal 2026 to transition the Brakes® brand and other smaller brands to “Sysco GB.” This rebranding initiative will take approximately nineteen months to complete and will result in Sysco amortizing previously indefinite-lived intangible assets on a straight-line basis over nineteen month period. The rebranding is expected to result in approximately $100 million of additional amortization expense over nineteen months. $29 million of amortization expense was recorded in fiscal 2026 and approximately $76 million of amortization expense is expected to be recorded in fiscal 2027. This amortization expense is treated as a Certain Item, which is consistent with our treatment of amortization expense of other previously acquired intangible assets.
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedMD&A
The cash portion of the purchase price of the Transactions is expected to be financed with a combination of new senior unsecured notes, hybrid debt, cash on hand and equity or equity-linked securities. Sysco has executed a commitment letter for a $22 billion senior unsecured 364-day bridge loan facility that could be used to fund the cash portion of the purchase price and pay related fees and expenses. Subsequent to the execution of the bridge loan facility, Sysco entered into a $3 billion senior unsecured delayed draw term loan facility, comprised of a $1.25 billion 364-day tranche and a $1.75 billion 2-year tranche, reducing the bridge loan facility commitments from $22 billion to $19 billion. Fees paid upfront for this facility as of August 4, 2026 total $126 million and will be amortized to interest expense within our statement of consolidated results of operations over the expected life of the bridge facility unless it is terminated at an earlier date. This bridge facility added approximately $30 million of interest expense in fiscal 2026 and is expected to add approximately $96 million of interest expense in fiscal 2027.
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedMD&A
Additionally, Sysco has executed cash-settled deal contingent rate lock transactions to mitigate interest rate risk on $6.3 billion of future permanent debt that could potentially be issued to finance the Transactions. As these interest rate lock transactions are contingent upon whether the Transactions are successfully consummated, we have not elected to apply hedge accounting at this time, and any unrealized gains or losses will be recognized in Other expense (income), net within our statement of consolidated results of operations. Sysco incurred approximately $54 million in losses on these rate lock transactions in the fourth quarter of fiscal 2026, which was recorded to Other expense (income), net. Our incremental interest expense from the bridge loan facility and any fair value gains or losses on these interest rate locks are treated as Certain Items. The exact timing, aggregate principal amount, and specific terms of any future debt or equity issuances related to the Transactions have not been finalized and remain subject to prevailing market conditions, investor demand, and macroeconomic factors. See Note 12, “Debt and Other Financing Arrangements,” and Note 10, “Derivative Financial Instruments” in the Notes to the Consolidated Financial Statements in Item 8 for more information.
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedMD&A
The following represents our results by reportable segments:Year Ended Jun. 27, 2026 U.S. Foodservice Operations International Foodservice Operations SYGMA Other Global Support Center Consolidated Totals (In millions) Sales $ 58,803 $ 16,042 $ 8,623 $ 1,085 $ — $ 84,553 Sales increase (decrease) 3.2 % 7.6 % 2.5 % (0.5) % 3.9 % Percentage of total 69.5 % 19.0 % 10.2 % 1.3 % 100.0 % Operating income (loss) $ 3,518 $ 463 $ 94 $ 30 $ (1,010) $ 3,095 Operating income increase 0.1 % 5.9 % 16.0 % 141.1 % 0.2 % Percentage of total segments 85.7 % 11.3 % 2.3 % 0.7 % 100.0 % Operating income as a percentage of sales 6.0 % 2.9 % 1.1 % 2.8 % 3.7 %
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedMD&A
Other expense (income), net increased $64 million for fiscal 2026, as compared to fiscal 2025, primarily due to a $54 million loss on deal contingent rate lock transactions in fiscal 2026. During fiscal 2026 we have executed cash-settled deal contingent rate lock transactions to mitigate interest rate risk on future permanent debt that could potentially be issued to finance the purchase of JRD.
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedMD&A
(4) Fiscal year 2026 includes amortization expense associated with debt issuance costs on a bridge loan facility and a loss on deal contingent rate lock transactions, both of which are related to the planned acquisition of Jetro Restaurant Depot.
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedMD&A
(1) Primarily represents severance charges, transformation initiative costs, and costs associated with a legal matter.
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedMD&A
(3) Fiscal year 2026 includes a loss on deal contingent rate lock transactions related to the planned acquisition of Jetro Restaurant Depot.
Read it in 10-K 2026-08-21 at sec.gov ↗