10-K 0000096021-26-000033 (2026-08-21) vs 10-K 0000096021-25-000099 (2025-08-22)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 13,944 |
24.3% |
| MD&A | Item 7 | 15,667 |
18.5% |
| Legal Proceedings | Item 3, via Note 20 – COMMITMENTS AND CONTINGENCIES | 240 |
48.7% |
| Accounting Policies | Item 8, Note 1 – SUMMARY OF ACCOUNTING POLICIES | 3,220 |
9.6% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 227 words changed in this paragraph; it is 73% similar to last year's version.
The effects of climate change may create financial and operational risks to our business, both directly and indirectly. There is an increased focus around the world by regulatory and legislative bodies at all levels towards policies relating to climate change and the impact of global warming, including the regulation of greenhouse gas (GHG) emissions, energy usage and sustainability efforts. Increased compliance costs and expenses due to the impacts of climate change on our business, as well as additional legal or regulatory requirements regarding climate change or designed to reduce or mitigate the effects of carbon dioxide and other GHG emissions on the environment, may cause disruptions in, or an increase in the costs associated with, the running of our business, particularly with regard to our distribution and supply chain operations. Moreover, compliance with any such legal or regulatory requirements may require that we implement changes to our business operations and strategy, which would require us to devote substantial time and attention to these matters and cause us to incur additional costs. The effects of climate change, and legal or regulatory initiatives to address climate change, could have a long-term adverse impact on our business, results of operations and financial condition. Such adverse impacts may be incurred directly through damage to our own property or equipment or indirectly if such impacts adversely affect our suppliers. In addition, from time to time we establish and publicly announce goals and commitments related to sustainability matters, including those related to reducing our impact on the environment. Our current sustainability goals include to reduce our Scope 1 & 2 emissions by 27.5% by 2030 and to continue to encourage suppliers to reduce Scope 3 emissions (focusing on purchased goods and services and upstream transportation suppliers). Our ability to meet these and other related goals depends in part on significant technological advancements with respect to the development and availability of reliable, affordable and sustainable alternative solutions, including electric and other alternative fuel vehicles as well as alternative energy sources, which may not be developed or be available to us in the timeframe needed to achieve these goals. In addition, we may determine that it is in our best interests to revise our current goals based on economic or regulatory factors, business strategy or other factors. If we change or do not meet our publicly stated goals, then we may experience a negative reaction from the media, stockholders, activists and other interested stakeholders, and any perception that we have failed to act responsibly regarding climate change, whether or not valid, could result in adverse publicity and negatively affect our business and reputation. While we remain committed to being responsive to climate change and reducing our greenhouse gas footprint, there can be no assurance that our goals and strategic plans to achieve those goals will be successful, that the costs related to climate transition will not be higher than expected, that the necessary technological advancements will occur in the timeframe we expect, or at all, or that proposed regulation or deregulation related to climate change will not have a negative competitive impact, any one of which could have a material adverse effect on our business, financial condition and results of operations.
Source: Item 1A, 10-K 0000096021-26-000033 vs Item 1A, 10-K 0000096021-25-000099
MD&A 198 words changed in this paragraph; it is 61% similar to last year's version.
2026 2025 2024 Change in Dollars %/bps Change (In millions, except for share and per share data) Other expense (GAAP) $ 102 $ 38 $ 64 NM Impact of deal contingent rate lock transactions (4) (54) — (54) NM Other expense adjusted for Certain Items (Non-GAAP) $ 48 $ 38 $ 10 26.3% Net earnings (GAAP) $ 1,757 $ 1,828 $ (71) (3.9)% Impact of restructuring and transformational project costs (2) 287 183 104 56.8 Impact of acquisition-related costs (3) 232 160 72 45.0 Impact of goodwill impairment — 92 (92) NM Impact of bridge loan amortization (4) 30 — 30 NM Impact of deal contingent rate lock transactions (4) 54 — 54 NM Tax impact of restructuring and transformational project costs (5) (69) (42) (27) (64.3) Tax impact of acquisition-related costs (5) (56) (37) (19) (51.4) Tax impact of goodwill impairment (4) (10) (5) — (10) 10 NM Tax impact of bridge loan amortization (5) (7) — (7) NM Tax impact of deal contingent rate lock transactions (5) (13) — (13) NM Impact of other non-routine tax adjustments 10 — 10 (10) NM Net earnings adjusted for Certain Items (Non-GAAP) $ 2,215 $ 2,184 $ 2,167 $ 17 0.8% 31 1.4% Diluted earnings per share (GAAP) $ 3.66 $ 3.73 $ 3.89 $ (0.16) (4.1)% (0.07) (1.9)% Impact of restructuring and transformational project costs (2) 0.60 0.37 0.24 0.13 54.2 0.23 62.2 Impact of acquisition-related costs (3) 0.48 0.33 0.32 0.01 3.1 0.15 45.5 Impact of goodwill impairment 0.19 — 0.19 (0.19) NM Impact of bridge loan amortization (4) 0.06 — 0.06 NM Impact of deal contingent rate lock transactions (4) 0.11 — 0.11 NM Tax impact of restructuring and transformational project costs (4) (5) (0.14) (0.09) (0.06) (0.03) (50.0) (0.05) (55.6) Tax impact of acquisition-related costs (4) (5) (0.12) (0.08) (0.08) — — (0.04) (50.0) Tax impact of goodwill impairment (4) (0.02) (5) — (0.02) 0.02 NM Tax impact of bridge loan amortization (5) (0.01) — (0.01) NM Tax impact of deal contingent rate lock transactions (5) (0.03) — (0.03) NM Impact of other non-routine tax adjustments 0.02 — 0.02 (0.02) NM Diluted earnings per share adjusted for Certain Items (Non-GAAP) (5) (6) $ 4.61 $ 4.46 $ 4.31 $ 0.15 3.5% 3.4% Diluted shares outstanding 480,612,203 489,825,648 503,096,086
Source: Item 7, 10-K 0000096021-26-000033 vs Item 7, 10-K 0000096021-25-000099
Accounting Policies 74 words changed in this paragraph; it is 35% similar to last year's version.
In our annual fiscal 2025 2026 assessment, we concluded that one reporting unit, Guest Worldwide, had a fair value less than book value due to its recent financial performance and downward revisions in its long-range financial outlook. In the fourth quarter of fiscal 2025 we recorded a noncash goodwill impairment charge of $92 million for a portion of the goodwill attributable to our Guest Worldwide reporting unit. This charge is included within operating expenses in the consolidated results of operations. All other all reporting units were concluded to have a fair value that exceeded book value.
Source: Item 8, Note 1 – SUMMARY OF ACCOUNTING POLICIES, 10-K 0000096021-26-000033 vs Item 8, Note 1 – SUMMARY OF ACCOUNTING POLICIES, 10-K 0000096021-25-000099
Legal Proceedings 56 words changed in this paragraph; it is 73% similar to last year's version.
We have contracts with various third-party service providers to receive information technology services and warehouse management services. The services have been committed for periods up to fiscal 2036 and may be extended. As of June 28, 2025, 27, 2026, the total remaining cost of the services over that period is expected to be approximately $184 $318 million. A portion of this committed amount may be reduced by Sysco utilizing less than estimated resources and can be increased by Sysco utilizing more than estimated resources. Certain agreements allow adjustments for inflation. Sysco may also cancel a portion or all of the services provided subject to termination fees that decrease over time. If Sysco were to terminate all of the services in fiscal 2027, the estimated termination fees incurred in fiscal 2027 would be approximately $21 million.
Source: Item 3, via Note 20 – COMMITMENTS AND CONTINGENCIES, 10-K 0000096021-26-000033 vs Item 3, via Note 20 – COMMITMENTS AND CONTINGENCIES, 10-K 0000096021-25-000099
Every change, by type
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.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
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.
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedRisk Factors
•The Transactions are subject to conditions, some or all of which may not be satisfied on a timely basis, if at all.
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedRisk Factors
•We and Jetro Restaurant Depot are subject to business uncertainties and contractual restrictions while the Transactions are pending.
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedRisk Factors
•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.
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedRisk Factors
•We may not be able to obtain financing for Transactions on favorable terms or at all.
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedRisk Factors
•We may not achieve the intended benefits, and the Transactions may disrupt our current plans or operations.
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedRisk Factors
•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.
Read it in 10-K 2026-08-21 at sec.gov ↗
AddedRisk Factors
•Our existing stockholders will have reduced ownership and economic interest in Sysco Holdings after the Transactions.
Read it in 10-K 2026-08-21 at sec.gov ↗
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 ↗
RemovedRisk Factors
include the costs and difficulties of managing operations outside of our core business, which may require additional skills and competencies, as well as difficulties in identifying and gaining access to suppliers or customers in new markets.
Read it in 10-K 2025-08-22 at sec.gov ↗
RemovedRisk Factors
In the past we have, and in the future we may also face the risk of exposure to product liability claims if the use of products sold by Sysco does cause or is alleged to have caused injury, illness, or death. We cannot be sure that consumption of
Read it in 10-K 2025-08-22 at sec.gov ↗
RemovedRisk Factors
Potential consequences of a future material cybersecurity incident include: business disruption; disruption to systems; theft, destruction, loss, corruption, misappropriation or unauthorized release of sensitive and/or confidential information or
Read it in 10-K 2025-08-22 at sec.gov ↗
RemovedRisk Factors
comply with data privacy laws can result in substantial fines or penalties, legal liability and / or reputational damage and litigation.
Read it in 10-K 2025-08-22 at sec.gov ↗
RemovedRisk Factors
In the UK and Europe, the General Data Protection Regulation (the GDPR) places stringent requirements on companies when handling personal data and local regulatory guidance continues to evolve. For instance, in the UK, the adoption of the Data Use and Access Act may require more localized data storage facilities and could impact how we segregate personal data between markets. There also continues to be a growing trend of other countries adopting similar laws which we will have to assess and understand in order to implement required changes.
Read it in 10-K 2025-08-22 at sec.gov ↗
RemovedRisk Factors
Additionally, both the GDPR and the California Consumer Privacy Act of 2018 (the CCPA) are continuously evolving and developing and may be interpreted and applied differently from jurisdiction to jurisdiction and may create inconsistent or conflicting requirements. For example, the California Privacy Rights Act (the CPRA) modifies the CCPA significantly, further enhancing and extending an individual’s rights over their personal data and the obligations placed on companies that handle this data. The resulting new regulations became effective on January 1, 2023. Most notably, employee and business data were brought into scope, which raises the compliance requirements for us significantly, in terms of internal controls, processes and governance requirements.
Read it in 10-K 2025-08-22 at sec.gov ↗
RewordedRisk Factors
In addition, recent U.S. tariffs imposed or threatened While we have not experienced significant negative impacts to be imposed on other countries, any retaliatory actions taken by such countries and general political uncertainty surrounding trade relations and policies date, these could have a negative impact on our business, results of operations and financial condition as well as consumer confidence and spending.
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedRisk Factors
Although we believe that our income and non-income-based tax estimates are appropriate, there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our historical income tax provisions and accruals.
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedRisk Factors
In addition, recent U.S. tariffs imposed or threatened to be imposed on other countries, any could have retaliatory actions taken by such countries and general political uncertainty surrounding trade relations and policies could have a negative impact on our business, results of operations and financial condition as well as consumer confidence and spending. policies.
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedRisk Factors
Local or regional geopolitical events, such as Brexit and, civil unrest in France in 2023 related to socioeconomic issues, events have negatively impacted our operations in the past.
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedRisk Factors
Furthermore, In the U.S., state-level momentum continues to increase as numerous other more U.S. states have enacted, continue to enact, or are considering more stringent privacy laws, which may impose varying standards and requirements on our data collection, use and processing activities.
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedRisk Factors
Approximately 14% 26% of our union U.S. employees and 22% of our union international employees are covered by collective bargaining agreements that are subject to renegotiation in fiscal 2026. 2027.
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedRisk Factors
New and increasing competitive sources may result in increased focus on pricing and on limiting price increases or may require increased discounting or other concessions.
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedRisk Factors
Changes in consumer eating habits (such as a decline in consuming food away from home, a decline in portion sizes, the impact of advancements in pharmaceutical therapies or a shift in preferences toward restaurants that are not our customers) could reduce demand for our products.
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedRisk Factors
Of the $13.3 $13.5 billion of total indebtedness, $1.75 billion $792 million will mature within the next twelve months.
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedRisk Factors
We estimate our share of the aggregate withdrawal liability on the multiemployer plans in which we participate could have been as much as $150 $66 million as of August 5, 2025. 4, 2026.
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedRisk Factors
We have incorporated and are continuing to incorporate artificial intelligence, including machine learning, in certain of our operations, such as sales, support and supply chain operations, and may in the future incorporate artificial intelligence into more of our operations, with the intent to enhance of enhancing their operation and effectiveness.
Read it in 10-K 2026-08-21 at sec.gov ↗
Quiet changesRisk Factors
We may not be able to retain or renew existing agreements, maintain relationships with any of our customers on acceptable terms, or at all, or collect amounts that insolvent customers might owe us.
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 ↗
RemovedMD&A
Fiscal 2025 results of operations were also negatively impacted by a noncash goodwill impairment charge. No similar charge was applicable in fiscal 2024.
Read it in 10-K 2025-08-22 at sec.gov ↗
RemovedMD&A
Capital Resources” for discussions of GAAP metrics, including net cash provided by operating activities and our reconciliation of this non-GAAP financial measure.
Read it in 10-K 2025-08-22 at sec.gov ↗
RemovedMD&A
Total operating expenses increased 4.2% during fiscal 2025, as compared to fiscal 2024, driven by business and sales headcount investments, cost inflation, as well as a noncash impairment charge on our Guest Worldwide business. These increases were partially offset by lower incentive compensation as our operating results were lower than our target payout criteria. Our Global Support Center expenses experienced a decrease of 5.7% in fiscal 2025 as compared to fiscal 2024, primarily as a result of progress on our existing cost savings program.
Read it in 10-K 2025-08-22 at sec.gov ↗
RemovedMD&A
In fiscal 2026, we expect to achieve target operating results thereby increasing our incentive compensation by approximately $100 million compared to fiscal 2025. In fiscal 2026, we expect to achieve cost savings benefits as we leverage our unique scale advantages to expand strategic sourcing efforts to include a broader range of categories, more efficiently harness our global buying power, improve inbound freight logistics to minimize points across our network, and take actions to improve organizational optimization at our Global Support Center. We believe the advancements that have been made in our physical capabilities, and the investments made to improve training, will result in continued supply chain productivity improvements and in lowered costs to serve our customers.
Read it in 10-K 2025-08-22 at sec.gov ↗
RemovedMD&A
expenses in the consolidated results of operations. All other reporting units were concluded to have a fair value that exceeded book value. We do not anticipate to incur additional goodwill impairment charges in fiscal 2026.
Read it in 10-K 2025-08-22 at sec.gov ↗
RemovedMD&A
In the second quarter of fiscal 2025, we sold our interest in our joint venture partnership in Mexico, which was a part of our International Foodservice Operations. This operation was not significant to Sysco’s business, and the divestiture will facilitate our efforts to improve our return on invested capital position.
Read it in 10-K 2025-08-22 at sec.gov ↗
RemovedMD&A
•risks related to unfavorable changes to the mix of locally managed customers versus corporate-managed customers;
Read it in 10-K 2025-08-22 at sec.gov ↗
RewordedMD&A
FOODSERVICE OPERATIONS Sales (GAAP) $ 58,803 $ 56,965 $ 55,339 $ 1,626 2.9% 1,838 3.2% Gross profit (GAAP) 11,239 10,875 10,708 167 1.6% 364 3.3% Gross margin (GAAP) 19.11 % 19.09 % 19.35 % -26 2 bps Operating expenses (GAAP) $ 7,721 $ 7,359 $ 7,035 $ 324 4.6% 362 4.9% Impact of restructuring and transformational project costs (1) (49) (45) (10) (35) NM (4) (8.9) Impact of acquisition-related costs (2) (90) (71) (61) (10) (16.4) (19) (26.8) Operating expenses adjusted for Certain Items (Non-GAAP) $ 7,582 $ 7,243 $ 6,964 $ 279 4.0% 339 4.7% Operating income (GAAP) $ 3,518 $ 3,516 $ 3,673 $ (157) (4.3)% 2 0.1% Impact of restructuring and transformational project costs (1) 49 45 10 35 NM 4 8.9 Impact of acquisition-related costs (2) 90 71 61 10 16.4 19 26.8 Operating income adjusted for Certain Items (Non-GAAP) $ 3,657 $ 3,632 $ 3,744 $ (112) (3.0)% 25 0.7% INTERNATIONAL FOODSERVICE OPERATIONS Sales (GAAP) $ 16,042 $ 14,905 $ 14,561 $ 344 2.4% 1,137 7.6% Impact of Mexico joint venture sales — (207) (536) 329 2.4 207 1.5 Comparable sales excluding Mexico joint venture (Non-GAAP) $ 16,042 $ 14,698 $ 14,025 $ 673 4.8% 1,344 9.1% Sales (GAAP) $ 16,042 $ 14,905 $ 14,561 $ 344 2.4% 1,137 7.6% Impact of currency fluctuations (3) 29 29 0.2 (523) (523) (3.5) Comparable sales using a constant currency basis (Non-GAAP) $ 14,934 15,519 $ 14,561 14,905 $ 373 2.6% 614 4.1% Gross profit (GAAP) $ 3,401 $ 3,109 $ 2,947 $ 162 5.5% 292 9.4% Impact of currency fluctuations (3) (11) (11) (0.4) (125) (125) (4.0) Comparable gross profit using a constant currency basis (Non-GAAP) $ 3,098 3,276 $ 2,947 3,109 $ 151 5.1% 167 5.4% Gross margin (GAAP) 21.20 % 20.86 % 20.24 % 62 34 bps Impact of currency fluctuations (3) (0.12) -12 (0.09) -9 bps Comparable gross margin using a constant currency basis (Non-GAAP) 20.74 21.11 % 20.24 20.86 % 50 25 bps Operating expenses (GAAP) $ 2,938 $ 2,672 $ 2,572 $ 100 3.9% 266 10.0% Impact of restructuring and transformational project costs (4) (148) (74) (45) (29) (64.4) (74) (100.0) Impact of acquisition-related costs (5) (2) (70) (74) (72) (2) (2.8) 4 5.4 Operating expenses adjusted for Certain Items (Non-GAAP) 2,720 2,524 2,455 69 2.8 196 7.8 Impact of currency fluctuations (3) (11) (11) (0.4) (111) (111) (4.4) Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP) $ 2,513 2,609 $ 2,455 2,524 $ 58 2.4% 85 3.4% Operating income (GAAP) $ 463 $ 437 $ 375 $ 62 16.5% 26 5.9% Impact of restructuring and transformational project costs (4) 148 74 45 29 64.4 74 100.0 Impact of acquisition-related costs (5) (2) 70 74 72 2 2.8 (4) (5.4)
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedMD&A
Impact of restructuring and transformational project costs (1) 280 179 116 63 54.3 101 56.4 Impact of acquisition-related costs (2) 84 27 31 (4) (12.9) 57 NM Impact of deal contingent rate lock transactions (3) 54 — 54 NM Impact of goodwill impairment 92 — 92 (92) NM EBITDA adjusted for Certain Items (Non-GAAP) (3) (4) $ 4,387 $ 4,293 $ 4,192 $ 101 2.4% 94 2.2% Other expense (income), net, as adjusted (Non-GAAP) (5) 48 38 30 8 26.7 10 26.3 Depreciation and amortization, as adjusted (Non-GAAP) (4) (6) (821) (808) (741) (67) (9.0) (13) (1.6) Operating income adjusted for Certain Items (Non-GAAP) $ 3,614 $ 3,523 $ 3,481 $ 42 1.2% 91 2.6%
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedMD&A
The $62 $26 million increase in operating income for fiscal 2025, 2026, as compared to fiscal 2024, 2025, was primarily due to growth in local case volumes, success in our strategic sourcing program, volumes as a result of expanded supply chain capacity, increased availability of Sysco branded merchandise, and positive contributions from our recent mergers and acquisitions efforts. increased sales headcount.
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedMD&A
Gross margin increased 19 decreased 17 basis points in the fourth quarter of fiscal 2025 2026 as compared to the fourth quarter of fiscal 2024, 2025, primarily as a result due to the lapping of disciplined favorable benefits from strategic sourcing efforts. initiatives in the fourth quarter of fiscal 2025 and the increased cost of fuel across the business.
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedMD&A
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.
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedMD&A
Gross margin decreased 13 increased 10 basis points in fiscal 2025 2026 as compared to fiscal 2024, 2025, primarily as a result of our strategic sourcing efforts and a shift in our customer mix driven by local case growth outpacing national sales volumes outpacing local sales volumes and a decrease in Sysco brand penetration rates. case growth.
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedMD&A
These expenses decreased $56 increased $127 million in fiscal 2025, 2026, or 5.7% 13.7% as compared to fiscal 2024, 2025, primarily due to decreases increases in colleague-related costs, including lower which is inclusive of incentive compensation. compensation, and acquisition and due diligence costs, partially offset by decreases in insurance costs.
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedMD&A
Interest expense increased $28 $82 million for fiscal 2025, 2026, as compared to fiscal 2024, 2025, primarily due to interest on new senior notes issued. issued, as well as amortization expense associated with debt issuance costs on a bridge loan facility, which is treated as a Certain Item.
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedMD&A
Adjusted diluted earnings per share, excluding Certain Items (which is a non-GAAP financial measure for which a reconciliation is provided in “Non-GAAP Reconciliations” on the subsequent page), in fiscal 2026 were $4.61, a 3.4% increase from the fiscal 2025 amount of $4.46 per share.
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedMD&A
In fiscal 2025, 2026, these amounts included year-over-year unfavorable comparisons on working capital of $317 $15 million due to an unfavorable comparison on inventory and accounts receivable of $260 million and $96 $263 million, respectively, partially offset by a favorable comparison comparisons on accounts payable and inventory of $39 million. $211 million and $37 million, respectively.
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedMD&A
Our free cash flow for fiscal 2025 decreased 2026 increased by $418 $296 million, to $1.8 $2.1 billion, as compared to fiscal 2024, 2025, principally as a result of a decrease an increase in cash flows from operations, an increase operations and a decrease in capital expenditures, partially offset by an increase a decrease in proceeds from sales of plant and equipment.
Read it in 10-K 2026-08-21 at sec.gov ↗
RewordedMD&A
Increase (Decrease) 2025 2026 (Dollars in millions) Cause of change Percentage Dollars Inflation 2.1% 3.8% $ 302 563 Foreign currency (0.2) (29) 3.5 523 Case growth 1.7 241 254 Impact of divestiture (2.4) (329) (1.5) (207) Other 1.2 159 0.1 4 Total change in sales 2.4% 7.6% $ 344 1,137
Read it in 10-K 2026-08-21 at sec.gov ↗
