Item 1. Financial Statements

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Item 1. Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED BALANCE SHEETS

(In millions, except for share data)


	Mar. 28, 2026	Jun. 28, 2025
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$1,900	$1,071
Accounts receivable, less allowances of $87 and $17	5,755	5,502
Inventories	5,291	5,053
Prepaid expenses and other current assets	415	338
Income tax receivable	22	4
Total current assets	13,383	11,968
Plant and equipment at cost, less accumulated depreciation	5,888	6,084
Other long-term assets
Goodwill	5,246	5,231
Intangibles, less amortization	995	1,080
Deferred income taxes	488	497
Operating lease right-of-use assets, net	1,320	1,131
Other assets	663	783
Total other long-term assets	8,712	8,722
Total assets	$27,983	$26,774

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$6,387	$6,512
Accrued expenses	2,344	2,268
Accrued income taxes	—	51
Current operating lease liabilities	147	136
Current maturities of long-term debt	1,190	949
Total current liabilities	10,068	9,916
Long-term liabilities
Long-term debt	12,818	12,360
Deferred income taxes	380	345
Long-term operating lease liabilities	1,226	1,049
Other long-term liabilities	1,194	1,247
Total long-term liabilities	15,618	15,001
Noncontrolling interest	—	27
Shareholders’ equity
Preferred stock, par value $1 per share Authorized 1,500,000 shares, issued none	—	—
Common stock, par value $1 per share Authorized 2,000,000,000 shares, issued 765,174,900 shares	765	765
Paid-in capital	2,089	1,986
Retained earnings	13,461	13,061
Accumulated other comprehensive loss	(1,055)	(1,098)
Treasury stock at cost, 286,996,640 and 287,678,658 shares	(12,963)	(12,884)
Total shareholders’ equity	2,297	1,830
Total liabilities and shareholders’ equity	$27,983	$26,774

Note: The June 28, 2025 balance sheet has been derived from the audited financial statements at that date.

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED RESULTS OF OPERATIONS (Unaudited)

(In millions, except for share and per share data)


	13-Week Period Ended		39-Week Period Ended
	Mar. 28, 2026	Mar. 29, 2025	Mar. 28, 2026	Mar. 29, 2025
Sales	$20,519	$19,598	$62,429	$60,232
Cost of sales	16,707	16,017	50,924	49,249
Gross profit	3,812	3,581	11,505	10,983
Operating expenses	3,193	2,900	9,393	8,783
Operating income	619	681	2,112	2,200
Interest expense	168	149	512	469
Other expense (income), net	6	9	44	32
Earnings before income taxes	445	523	1,556	1,699
Income taxes	105	122	350	402
Net earnings	$340	$401	$1,206	$1,297

Net earnings:
Basic earnings per share	$0.71	$0.82	$2.52	$2.65
Diluted earnings per share	0.71	0.82	2.51	2.64

Average shares outstanding	479,344,821	487,519,382	479,150,734	490,080,591
Diluted shares outstanding	481,188,586	489,331,460	480,738,926	491,973,759

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(In millions)


	13-Week Period Ended		39-Week Period Ended
	Mar. 28, 2026	Mar. 29, 2025	Mar. 28, 2026	Mar. 29, 2025
Net earnings	$340	$401	$1,206	$1,297
Other comprehensive income (loss):
Foreign currency translation adjustment	(62)	136	(74)	49
Items presented net of tax:
Amortization of cash flow hedges	1	1	3	4
Change in net investment hedges	27	(6)	32	(3)
Change in cash flow hedges	62	3	61	(5)
Change in excluded components of fair value hedge	—	—	—	(2)
Amortization of actuarial loss	6	5	17	15
Net actuarial gain and other adjustments arising in current year	—	—	4	23
Change in marketable securities	(1)	2	—	3
Total other comprehensive income (loss)	33	141	43	84
Comprehensive income	$373	$542	$1,249	$1,381

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY (Unaudited)

(In millions, except for share data)

Quarter to Date


						Accumulated Other Comprehensive Loss
	Common Stock		Paid-in Capital	Retained Earnings			Treasury Stock
	Shares	Amount			Shares		Amounts		Totals
Balance as of December 27, 2025	765,174,900	$765	$2,048	$13,383		$(1,088)		286,247,800		$(12,825)	$2,283
Net earnings				340							340
Other comprehensive income (loss)						33					33
Dividends declared ($0.54 per common share)				(259)							(259)
Treasury stock purchases								2,230,415		(200)	(200)
Share-based compensation awards			41					(1,481,575)		62	103
Adjustments to redeemable non-controlling interest				(3)							(3)
Balance as of March 28, 2026	765,174,900	$765	$2,089	$13,461		$(1,055)		286,996,640		$(12,963)	$2,297

						Accumulated Other Comprehensive Loss
	Common Stock		Paid-in Capital	Retained Earnings			Treasury Stock
	Shares	Amount			Shares		Amounts		Totals
Balance as of December 28, 2024	765,174,900	$765	$1,965	$12,649		$(1,396)		275,706,546		$(11,969)	$2,014
Net earnings				401							401
Other comprehensive income (loss)						141					141
Dividends declared ($0.51 per common share)				(246)							(246)
Treasury stock purchases								5,468,937		(400)	(400)
Share-based compensation awards			(2)					(745,821)		26	24
Adjustments to redeemable non-controlling interest				(12)							(12)
Balance as of March 29, 2025	765,174,900	$765	$1,963	$12,792		$(1,255)		280,429,662		$(12,343)	$1,922

See Notes to Consolidated Financial Statements

Year to Date


						Accumulated Other Comprehensive Loss
	Common Stock		Paid-in Capital	Retained Earnings			Treasury Stock
	Shares	Amount			Shares		Amounts		Totals
Balance as of June 28, 2025	765,174,900	$765	$1,986	$13,061		$(1,098)		287,678,658		$(12,884)	$1,830
Net earnings				1,206							1,206
Other comprehensive income (loss)						43					43
Dividends declared ($1.62 per common share)				(778)							(778)
Treasury stock purchases								2,230,415		(200)	(200)
Share-based compensation awards			103					(2,912,433)		121	224
Adjustments to redeemable non-controlling interest				(28)							(28)
Balance as of March 28, 2026	765,174,900	$765	$2,089	$13,461		$(1,055)		286,996,640		$(12,963)	$2,297

						Accumulated Other Comprehensive Loss
	Common Stock		Paid-in Capital	Retained Earnings			Treasury Stock
	Shares	Amount			Shares		Amounts		Totals
Balance as of June 29, 2024	765,174,900	$765	$1,908	$12,260		$(1,339)		273,416,685		$(11,734)	$1,860
Net earnings				1,297							1,297
Other comprehensive loss						84					84
Dividends declared ($1.53 per common share)				(749)							(749)
Treasury stock purchases								9,418,578		(700)	(700)
Share-based compensation awards			55					(2,405,601)		91	146
Adjustments to redeemable non-controlling interest				(16)							(16)
Balance as of March 29, 2025	765,174,900	$765	$1,963	$12,792		$(1,255)		280,429,662		$(12,343)	$1,922

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED CASH FLOWS (Unaudited)

(In millions)


	39-Week Period Ended
	Mar. 28, 2026	Mar. 29, 2025
Cash flows from operating activities:
Net earnings	$1,206	$1,297
Adjustments to reconcile net earnings to cash provided by operating activities:
Share-based compensation expense	95	74
Depreciation and amortization	724	709
Operating lease asset amortization	113	102
Amortization of debt issuance and other debt-related costs	11	11
Deferred income taxes	(14)	(27)
Provision for losses on receivables	62	72
Other non-cash items	(40)	(84)
Additional changes in certain assets and liabilities, net of effect of businesses acquired:
Increase in receivables	(335)	(228)
Increase in inventories	(233)	(214)
Increase in prepaid expenses and other current assets	(19)	(11)
Increase (decrease) in accounts payable	43	(128)
Increase (decrease) in accrued expenses	100	(98)
Decrease in operating lease liabilities	(158)	(132)
Decrease in accrued income taxes	(69)	(91)
(Increase) decrease in other assets	(13)	16
(Decrease) increase in other long-term liabilities	(10)	49
Net cash provided by operating activities	1,463	1,317
Cash flows from investing activities:
Additions to plant and equipment	(461)	(532)
Proceeds from sales of plant and equipment	131	169
Acquisition of businesses, net of cash acquired	(189)	(40)
Purchase of marketable securities	(15)	(25)
Proceeds from sales of marketable securities	22	24
Other investing activities	23	12
Net cash used for investing activities	(489)	(392)
Cash flows from financing activities:
Bank and commercial paper borrowings (repayments), net	251	(33)
Other debt borrowings including senior notes	1,252	1,254
Other debt repayments including senior notes	(866)	(143)
Proceeds from stock option exercises	124	96
Stock repurchases	(200)	(700)
Dividends paid	(778)	(752)
Other financing activities	(45)	(21)
Net cash used for financing activities	(262)	(299)
Effect of exchange rates on cash, cash equivalents and restricted cash	(5)	(7)
Net increase in cash, cash equivalents and restricted cash	707	619
Cash, cash equivalents and restricted cash at beginning of period	1,349	945
Cash, cash equivalents and restricted cash at end of period	$2,056	$1,564
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$521	$453
Income taxes, net of refunds (1)	401	510


(1)	Cash paid for income taxes, net for the 39 weeks ended March 28, 2026 and March 29, 2025 includes $227 million and $190 million, respectively, of cash paid for the purchase of federal tax credits.

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Sysco,” or

the “company” as used in this Form 10-Q refer to Sysco Corporation together with its consolidated subsidiaries and divisions.

1**.** BASIS OF PRESENTATION

The consolidated financial statements have been prepared by the company, without an audit. The financial statements

include consolidated balance sheets, consolidated results of operations, consolidated statements of comprehensive income,

changes in consolidated shareholders’ equity and consolidated cash flows. In the opinion of management, all adjustments,

which consist of normal recurring adjustments, except as otherwise disclosed, necessary to present fairly the financial position,

results of operations, comprehensive income, cash flows and changes in shareholders’ equity for all periods presented have

been made.

These financial statements should be read in conjunction with the audited financial statements and notes thereto

included in our Annual Report on Form 10-K for the fiscal year ended June 28, 2025 (our “fiscal 2025 Form 10-K”). Certain

footnote disclosures included in annual financial statements prepared in accordance with generally accepted accounting

principles (GAAP) have been condensed or omitted pursuant to applicable rules and regulations for interim financial

statements.

Supplemental Balance Sheet Information

Supplier Financing Programs

We have agreements with third parties to provide supplier finance programs which facilitate participating suppliers’

ability to finance payment obligations from the company with designated third-party financial institutions. Participating

suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the company prior to their

scheduled due dates at a discounted price to participating financial institutions. Obligations of the company that have been

confirmed as valid require payment by Sysco upon the due date of the obligation.

Our outstanding payment obligations that suppliers financed to participating financial institutions, which are included

in accounts payable on the consolidated balance sheets, are as follows:


	Mar. 28, 2026	Jun. 28, 2025
	(In millions)
Financed payment obligations	$85	$93

Accounts Receivable, Less Allowances

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 $1.4 billion and $1.9 billion for the third quarter of fiscal 2026 and 2025, respectively, and $4.4 billion

and $6.0 billion for the first 39 weeks of fiscal 2026 and 2025, respectively.

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 $198 million and $189 million at

March 28, 2026 and June 28, 2025, respectively. We continue to service the receivables post-transfer on a non-recourse basis

with no participating interest.

Supplemental Cash Flow Information

The following table sets forth our reconciliation of cash, cash equivalents and restricted cash reported within the

consolidated balance sheets that sum to the total of the amounts shown in the consolidated statement of cash flows:


	Mar. 28, 2026	Mar. 29, 2025
	(In millions)
Cash and cash equivalents	$1,900	$1,527
Restricted cash (1)	156	37
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows	$2,056	$1,564


(1)	Restricted cash primarily represents cash and cash equivalents of Sysco’s wholly owned captive insurance subsidiary, restricted for use to secure the insurer’s obligations for workers’ compensation, general liability and auto liability programs. Restricted cash is located within other assets in each consolidated balance sheet.

The following table sets forth our non-cash investing and financing activities:


	Mar. 28, 2026	Mar. 29, 2025
	(In millions)
Non-cash investing and financing activities:
Plant and equipment acquired through financing programs	$117	$272
Assets obtained in exchange for finance lease obligations	30	55

2. NEW ACCOUNTING STANDARDS

Recent Accounting Guidance Adopted

Segment Reporting

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)

2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to improve reportable segment

disclosure requirements through enhanced disclosures about significant segment expenses. ASU 2023-07 expands public

entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief

operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its

composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023-07 is

effective for fiscal years beginning after December 15, 2023, (our fiscal 2025), and interim periods for our fiscal years

beginning after December 15, 2024, (our first quarter of fiscal 2026), and should be applied on a retrospective basis to all

periods presented. Sysco adopted ASU 2023-07 related to annual disclosure requirements effective with our fiscal 2025 Form

10-K. The newly required annual disclosures were included in Note 21 - Business Segment Information of the fiscal 2025 Form

10-K. We adopted ASU 2023-07 related to interim disclosure requirements effective with our first quarter fiscal 2026 10-Q

filing. See Note 14 included in this Form 10-Q for the additional segment disclosures required as a result of the adoption.

Adoption of ASU 2023-07 only impacted our financial statement disclosures, with no impacts to our financial position or

results of operations.

Recent Accounting Guidance Not Yet Adopted

Income Taxes

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax

Disclosures to enhance income tax information primarily through changes in the rate reconciliation and income taxes paid

information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, (our fiscal 2026), and may be

applied prospectively or retrospectively. Early adoption is permitted. We are currently evaluating the effect of adopting ASU

2023-09 on our disclosures.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense

Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard update requires

more detailed disclosures related to the types of expenses included within commonly presented income statement captions. The

amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, (our fiscal 2028),

and interim reporting periods for our fiscal years beginning after December 15, 2027, (our first quarter of fiscal 2029). Early

adoption is permitted. The standard updates are to be applied prospectively with the option for retrospective application. We are

currently evaluating the effect of adopting ASU 2024-03 on our disclosures.

Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software

(Subtopic 350-40), which amends certain aspects of the accounting and disclosure of software costs under ASU 350-40. This

ASU updates the cost capitalization threshold for internal-use software development costs by removing all references to

software project development stages and providing new guidance on how to evaluate whether the probable-to-complete

recognition threshold has been met. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027,

(our fiscal 2029), and interim reporting periods within those annual reporting periods, (our first quarter of fiscal 2029). Early

adoption is permitted. The standard updates may be applied prospectively, retrospectively, or via a modified prospective

transition method. We are currently evaluating the effect of adopting ASU 2025-06 on our consolidated financial statements

and disclosures.

3**.** REVENUE

We recognize revenues when our performance obligations are satisfied in an amount that reflects the consideration

Sysco expects to be entitled to receive in exchange for those goods and services. Customer receivables, which are included in

accounts receivable, less allowances in the consolidated balance sheet, were $5.4 billion and $5.1 billion as of March 28, 2026

and June 28, 2025, respectively.

The following tables present our sales disaggregated by reportable segment and sales mix for the company’s principal

product categories for the periods presented:


	13-Week Period Ended Mar. 28, 2026
	US Foodservice Operations	International Foodservice Operations	SYGMA	Other	Total
	(In millions)
Principal Product Categories
Fresh and frozen meats	$2,865	$635	$653	$—	$4,153
Canned and dry products	2,688	743	250	—	3,681
Frozen fruits, vegetables, bakery and other	2,054	738	328	—	3,120
Dairy products	1,387	438	129	—	1,954
Poultry	1,305	295	277	—	1,877
Fresh produce	1,338	276	71	—	1,685
Paper and disposables	1,025	133	193	11	1,362
Beverage products	403	202	155	20	780
Seafood	604	113	51	—	768
Equipment and smallwares	270	57	7	128	462
Other (1)	295	255	23	104	677
Total Sales	$14,234	$3,885	$2,137	$263	$20,519


(1)	Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products, and medical supplies.


	13-Week Period Ended Mar. 29, 2025
	US Foodservice Operations	International Foodservice Operations	SYGMA	Other	Total
	(In millions)
Principal Product Categories
Fresh and frozen meats	$2,590	$531	$579	$—	$3,700
Canned and dry products	2,574	669	253	—	3,496
Frozen fruits, vegetables, bakery and other	1,989	663	329	—	2,981
Dairy products	1,597	406	143	—	2,146
Poultry	1,366	261	284	—	1,911
Fresh produce	1,239	257	74	—	1,570
Paper and disposables	993	123	195	12	1,323
Beverage products	367	176	150	19	712
Seafood	536	96	48	—	680
Equipment and smallwares	271	44	7	120	442
Other (1)	278	231	22	106	637
Total Sales	$13,800	$3,457	$2,084	$257	$19,598


(1)	Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products, and medical supplies.


	39-Week Period Ended Mar. 28, 2026
	US Foodservice Operations	International Foodservice Operations	SYGMA	Other	Total
	(In millions)
Principal Product Categories
Fresh and frozen meats	$8,778	$1,928	$1,890	$—	$12,596
Canned and dry products	8,087	2,254	758	—	11,099
Frozen fruits, vegetables, bakery and other	6,194	2,232	991	—	9,417
Dairy products	4,435	1,342	404	—	6,181
Poultry	4,151	916	845	—	5,912
Fresh produce	3,974	845	219	—	5,038
Paper and disposables	3,119	405	593	34	4,151
Beverage products	1,211	617	465	60	2,353
Seafood	1,734	364	140	—	2,238
Equipment and smallwares	831	176	20	369	1,396
Other (1)	883	772	67	326	2,048
Total Sales	$43,397	$11,851	$6,392	$789	$62,429


(1)	Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products, and medical supplies.


	39-Week Period Ended Mar. 29, 2025
	US Foodservice Operations	International Foodservice Operations	SYGMA	Other	Total
	(In millions)
Principal Product Categories
Fresh and frozen meats	$7,846	$1,620	$1,687	$—	$11,153
Canned and dry products	7,847	2,300	750	—	10,897
Frozen fruits, vegetables, bakery and other	6,063	2,068	1,015	—	9,146
Dairy products	4,794	1,249	420	—	6,463
Poultry	4,316	836	870	—	6,022
Fresh produce	3,915	823	220	—	4,958
Paper and disposables	3,048	392	597	38	4,075
Beverage products	1,113	545	461	60	2,179
Seafood	1,584	313	119	—	2,016
Equipment and smallwares	847	150	42	363	1,402
Other (1)	833	682	65	341	1,921
Total Sales	$42,206	$10,978	$6,246	$802	$60,232


(1)	Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products, and medical supplies.

4. ACQUISITIONS

During the first 39 weeks of fiscal 2026, the company paid $189 million primarily for the acquisitions of Fairfax

Meadow and Ginsberg’s Foods.

In certain circumstances, purchase price allocations may be based upon preliminary estimates and assumptions.

Accordingly, allocations are subject to revision until Sysco receives final information and completes its analysis during the

measurement period. This includes finalizing the valuation of acquired tangible and intangible assets and related tax attributes.

Sysco’s operations within the United Kingdom will undergo a rebranding initiative, rebranding the Brakes® brand and

other smaller brands, as “Sysco GB.” This rebranding initiative will take approximately two years and will result in Sysco

amortizing previously indefinite-lived intangible assets on a straight-line basis over this two-year period. Amortization expense

related to these intangible assets is expected to be $29 million in fiscal 2026, $49 million in fiscal 2027 and $25 million in fiscal

5. FAIR VALUE MEASUREMENTS

Sysco’s policy is to invest only in high-quality investments. The fair values of our cash deposits and money market

funds included in cash equivalents are valued using inputs that are considered a Level 1 measurement. Other cash equivalents,

such as time deposits and highly liquid instruments with original maturities of three months or less, are valued using inputs that

are considered a Level 2 measurement. The fair value of our marketable securities is measured using inputs that are considered

a Level 2 measurement, as they rely on quoted prices in markets that are not actively traded or observable inputs over the full

term of the asset. The location and the fair value of the company’s marketable securities in the consolidated balance sheet are

disclosed in Note 6, “Marketable Securities.” The fair value of our derivative instruments is measured using inputs that are

considered a Level 2 measurement, as they are not actively traded and are valued using pricing models that use observable

market quotations. The location and the fair values of derivative assets and liabilities designated as hedges in the consolidated

balance sheet are disclosed in Note 7, “Derivative Financial Instruments.”

The following tables present our assets measured at fair value on a recurring basis as of March 28, 2026 and June 28,

2025:


	Assets Measured at Fair Value as of Mar. 28, 2026
	Level 1	Level 2	Level 3	Total
	(In millions)
Assets:
Cash and cash equivalents	$1,345	$—	$—	$1,345
Restricted cash	156	—	—	156
Total assets at fair value	$1,501	$—	$—	$1,501


	Assets Measured at Fair Value as of Jun. 28, 2025
	Level 1	Level 2	Level 3	Total
	(In millions)
Assets:
Cash and cash equivalents	$466	$—	$—	$466
Restricted cash	277	—	—	277
Total assets at fair value	$743	$—	$—	$743

The carrying values of accounts receivable and accounts payable approximated their respective fair values due to their

short-term maturities. The fair value of our total debt is estimated based on the quoted market prices for the same or similar

issues or on the current rates offered to the company for new debt with the same maturities as existing debt and is considered a

Level 2 measurement. The fair value of total debt was approximately $13.4 billion as of March 28, 2026 and $12.8 billion as of

June 28, 2025, while the carrying value was $14.0 billion as of March 28, 2026 and $13.3 billion as of June 28, 2025.

6**.** MARKETABLE SECURITIES

Sysco invests a portion of the assets held by its wholly owned captive insurance subsidiary in a restricted investment

portfolio of marketable fixed income securities, which have been classified and accounted for as available-for-sale. We include

fixed income securities maturing in less than 12 months within prepaid expenses and other current assets. Fixed income

securities maturing in more than 12 months are included within other assets in the accompanying consolidated balance sheets.

We record the amounts at fair market value, which is determined using quoted market prices at the end of the reporting period.

Unrealized gains and any portion of a security’s unrealized loss attributable to non-credit losses are recorded in

accumulated other comprehensive loss. There were no significant credit losses recognized in the first 39 weeks of fiscal 2026.

The following table presents our available-for-sale marketable securities as of March 28, 2026 and June 28, 2025:


	Mar. 28, 2026
	Amortized Cost Basis	Gross Unrealized Gains	Gross Unrealized Losses	Fair Value	Short-Term Marketable Securities	Long-Term Marketable Securities
	(In millions)
Fixed income securities:
Corporate bonds	$90	$1	$(1)	$90	$20	$70
Government bonds	35	—	(1)	34	2	32
Total marketable securities	$125	$1	$(2)	$124	$22	$102

	Jun. 28, 2025
	Amortized Cost Basis	Gross Unrealized Gains	Gross Unrealized Losses	Fair Value	Short-Term Marketable Securities	Long-Term Marketable Securities
	(In millions)
Fixed income securities:
Corporate bonds	$104	$1	$(1)	$104	$15	$89
Government bonds	29	—	(1)	28	—	28
Total marketable securities	$133	$1	$(2)	$132	$15	$117

As of March 28, 2026, the balance of available-for-sale securities by contractual maturity is shown in the following

table. Within the table, maturities of fixed income securities have been allocated based upon timing of estimated cash flows.

Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay

obligations without prepayment penalties.


	Mar. 28, 2026
	(In millions)
Due in one year or less	$22
Due after one year through five years	65
Due after five years	37
Total	$124

There were no significant realized gains or losses in marketable securities in the first 39 weeks of fiscal 2026.

7**.** DERIVATIVE FINANCIAL INSTRUMENTS

Sysco uses derivative financial instruments to enact hedging strategies for risk mitigation purposes; however, we do

not use derivative financial instruments for trading or speculative purposes. Hedging strategies are used to manage interest rate

risk, foreign currency risk and fuel price risk.

Hedging of interest rate risk

Sysco manages its debt portfolio with interest rate swaps from time to time to achieve an overall desired position of

fixed and floating rates. In the third quarter of fiscal 2026, we entered into receive-fixed, pay-floating swap agreements to trade

the fixed interest rate on $600 million of 4.40% senior notes and $650 million of 4.95% senior notes with variable rates,

respectively. The interest rate swaps are designated as fair value hedges and gains or losses on the hedges impact interest

expense within the consolidated statements of income.

Hedging of foreign currency risk

Sysco has cross-currency swaps that hedge the foreign currency exposure of our net investment in certain foreign

operations. These cross-currency swaps are designated as net investment hedges with gains and losses recognized within

accumulated other comprehensive income (loss), including changes in fair value attributed to the spot-forward rate differential

which are excluded from the assessment of hedge effectiveness. The initial value of the excluded component is recognized in

earnings over the life of the hedging instrument. In the third quarter of fiscal 2026, we entered into $814 million Canadian

dollar cross-currency swaps which will mature on June 25, 2031 to hedge the foreign currency exposure of the net investment

in our Canadian operations.

Sysco routinely manages foreign currency risk with spot and forward-rate cross-currency swaps on foreign-

denominated balances. The swaps are designated as fair value hedges and for swaps hedging the change in foreign currency

spot rates, we have elected to exclude the changes in fair value of the forward points from the assessments of hedge

effectiveness. Gains or losses from fair value hedges impact the same category on the consolidated statements of income as the

item being hedged, including the value of the excluded components which is recognized in earnings over the life of the hedging

instrument. Subsequent to March 28, 2026, Sysco entered an intercompany loan with an affiliate that is denominated in euro

that will mature July 10, 2026. To hedge our foreign currency risk, we entered into a cross currency swap for €450 million and

designated it as a fair value hedge.

Sysco’s operations in Europe have inventory purchases denominated in currencies other than their functional currency,

such as the Euro, U.S. dollar, Polish zloty and Danish krone. Accounts payable associated with these inventory purchases give

rise to foreign currency exposure between the functional currency of each entity and these currencies. We periodically enter into

foreign currency forward swap contracts to sell the applicable entity’s functional currency and buy currencies matching the

inventory purchase, which operate as cash flow hedges of the company’s foreign currency-denominated inventory purchases.

Hedging of fuel price risk

Sysco uses fuel commodity swap contracts to hedge against the risk of the change in the price of diesel fuel on

anticipated future purchases. These swaps are designated as cash flow hedges.

None of our hedging instruments contain credit-risk-related contingent features. Details of outstanding hedging

instruments as of March 28, 2026 are presented below:


Maturity Date of the Hedging Instrument	Currency / Unit of Measure	Notional Value
		(In millions)
Hedging of interest rate risk
January 2034	U.S. Dollar	500
March 2035	U.S. Dollar	550
June 2031	U.S. Dollar	600
March 2036	U.S. Dollar	650

Hedging of foreign currency risk
January 2029	Euro	470
September 2030	Canadian Dollar	998
June 2031	Canadian Dollar	814

Hedging of fuel risk
Various (March 2026 to March 2028)	Gallons	81

The location and the fair value of derivative instruments designated as hedges in the consolidated balance sheets as of

March 28, 2026 and June 28, 2025 are as follows:


		Derivative Fair Value
	Balance Sheet location	Mar. 28, 2026	Jun. 28, 2025
		(In millions)
Fair Value Hedges:
Interest rate swaps	Prepaid expenses and other current assets	$2	$—
Interest rate swaps	Other assets	12	31
Interest rate swaps	Accrued expenses	2	1
Interest rate swaps	Other long-term liabilities	17	—

Cash Flow Hedges:
Fuel swaps	Prepaid expenses and other current assets	$59	$—
Fuel swaps	Other assets	14	—
Fuel swaps	Accrued expenses	—	7
Fuel swaps	Other long-term liabilities	—	2

Net Investment Hedges:
Cross currency swaps	Prepaid expenses and other current assets	$21	$11
Cross currency swaps	Other assets	53	55
Cross currency swaps	Accrued expenses	3	2
Cross currency swaps	Other long-term liabilities	100	134

Gains or losses recognized in the consolidated results of operations for cash flow hedging relationships are not

significant for each of the periods presented. The location and amount of gains or losses recognized in the consolidated results

of operations for fair value hedging relationships for each of the periods, presented on a pretax basis, are as follows:


	13-Week Period Ended		39-Week Period Ended
	Mar. 28, 2026	Mar. 29, 2025	Mar. 28, 2026	Mar. 29, 2025
	(In millions)
Total amounts of income and expense line items presented in the consolidated results of operations in which the effects of fair value hedges are recorded	$174	$158	$556	$501
Gain or (loss) on fair value hedging relationships:
Interest rate swaps:
Hedged items	$15	$(35)	$(15)	$(41)
Derivatives designated as hedging instruments	(34)	24	(36)	16
Cross currency swaps and foreign currency forwards:
Hedged items	$—	$(1)	$—	$1
Derivatives designated as hedging instruments	—	1	—	(1)

The gains and losses on the fair value hedging relationships associated with the hedged items as disclosed in the table

above consist of the following components for each of the periods presented:


	13-Week Period Ended		39-Week Period Ended
	Mar. 28, 2026	Mar. 29, 2025	Mar. 28, 2026	Mar. 29, 2025
	(In millions)
Interest expense	$(21)	$(10)	$(51)	$(25)
(Increase) decrease in fair value of debt	36	(25)	36	(16)
Foreign currency gain (loss)	—	(1)	—	1
Hedged items	$15	$(36)	$(15)	$(40)

The location and effect of cash flow, net investment, and excluded components of fair value hedges on the

consolidated statements of comprehensive income for the 13-week periods ended March 28, 2026 and March 29, 2025,

presented on a pretax basis, are as follows:


	13-Week Period Ended Mar. 28, 2026
	Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives	Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
	(In millions)		(In millions)
Derivatives in cash flow hedging relationships:
Fuel swaps	$84	Operating expense	$—

Derivatives in net investment hedging relationships:
Cross currency contracts	$36	N/A	$—


	13-Week Period Ended Mar. 29, 2025
	Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives	Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
	(In millions)		(In millions)
Derivatives in cash flow hedging relationships:
Fuel swaps	$4	Operating expense	$1

Derivatives in net investment hedging relationships:
Cross currency contracts	$(8)	N/A	$—

The location and effect of cash flow, net investment, and excluded components of fair value hedges on the

consolidated statements of comprehensive income for the 39-week periods ended March 28, 2026 and March 29, 2025,

presented on a pretax basis, are as follows:


	39-Week Period Ended Mar. 28, 2026
	Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives	Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
	(In millions)		(In millions)
Derivatives in cash flow hedging relationships:
Fuel swaps	$81	Operating expense	$(1)

Derivatives in net investment hedging relationships:
Cross currency contracts	$43	N/A	$—


	39-Week Period Ended Mar. 29, 2025
	Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives	Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
	(In millions)		(In millions)
Derivatives in cash flow hedging relationships:
Fuel swaps	$(8)	Operating expense	$6
Foreign currency contracts	(1)	Cost of sales / Other expense (income)	—
Total	$(9)		$6

Derivatives in net investment hedging relationships:
Cross currency contracts	$(4)	N/A	$—

Derivatives in fair value hedging relationships:
Change in excluded component of fair value hedge	$(2)	Other expense (income)	$—

The location and carrying amount of hedged liabilities in the consolidated balance sheet as of March 28, 2026 are as

follows:


	Mar. 28, 2026
	Carrying Amount of Hedged Assets (Liabilities)	Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of Hedged Assets (Liabilities)
	(In millions)
Balance sheet location:
Long-term debt	$(2,273)	$5

The carrying amount of hedged liabilities in the consolidated balance sheet as of June 28, 2025 is $1.1 billion.

8**.** DEBT

On September 5, 2025, Sysco entered into a new long-term revolving credit facility, which replaces the $3.0 billion

senior revolving credit facility that was originally entered into on April 29, 2022. The aggregate commitments of the lenders

under the new long-term credit agreement are $3.0 billion, with an option to increase such commitments to $4.0 billion. The

new facility includes a covenant requiring Sysco to maintain a ratio of consolidated EBITDA to consolidated interest expense

of 3.0 to 1.0 over four consecutive fiscal quarters, which is consistent with our previous revolving credit facility. The new

revolving credit facility expires on September 5, 2030. As of March 28, 2026, there were no borrowings outstanding under this

facility. In April 2026, Sysco replaced the 2025 credit facility described above. See more information in Note 15, Subsequent

Events.

We have a commercial paper program allowing the company to issue short-term unsecured notes in an aggregate

amount not to exceed $3.0 billion. Any outstanding amounts are classified within long-term debt, as the program is supported

by the long-term revolving credit facility noted above. As of March 28, 2026, there were no U.S. commercial paper issuances

outstanding under this program. We have commercial paper issuances outstanding under this program in Europe. In December

2025, Sysco entered into an agreement to increase the maximum allowable principal amount of the commercial paper issuances

in Europe, with borrowings not to exceed €750 million. As of March 28, 2026, there were €410 million (the equivalent of

$473 million) in commercial paper issuances outstanding in Europe.

On February 13, 2026, Sysco issued senior notes (the Notes) totaling $1.25 billion. Details of the Notes are as follows:


Maturity Date	Par Value (In millions)	Coupon Rate	Pricing (percentage of par)
July 25, 2031 (the 2031 Notes)	$600	4.40%	99.997%
March 25, 2036 (the 2036 Notes)	650	4.95	99.637

The Notes initially are fully and unconditionally guaranteed by Sysco’s direct and indirect wholly owned subsidiaries

that guarantee Sysco’s other senior notes issued under the indenture governing the Notes or any of Sysco’s other indebtedness.

Subsidiaries acquired or created in the future may or may not become guarantors, but any domestic subsidiary that guarantees

our other senior notes or our other indebtedness must also guarantee the Notes. Interest on the 2031 Notes will be paid semi-

annually in arrears on January 25 and July 25, beginning on July 25, 2026. Interest on the 2036 Notes will be paid semi-

annually in arrears on March 25 and September 25, beginning on September 25, 2026. The 2031 Notes will mature on July 25,

2031, and the 2036 Notes will mature on March 25, 2036. At Sysco’s option, any or all of the Notes may be redeemed, in whole

or in part, at any time prior to maturity. If we elect to redeem (i) the 2031 Notes before the date that is one month prior to the

maturity date, or (ii) the 2036 Notes before the date that is three months prior to the maturity date, Sysco will pay a redemption

price equal to the greater of (1) 100% of the principal amount of the Notes of the applicable series to be redeemed plus, in either

case, accrued and unpaid interest thereon to, but excluding, the date of redemption and (2) a “make-whole” amount calculated

by reference to the sum of the present values of the remaining scheduled payments of principal and interest on the Notes of the

applicable series to be redeemed discounted to the date of redemption . If we elect to redeem a series of Notes on or after the

applicable date described in the preceding sentence, Sysco will pay a redemption price equal to 100% of the principal amount of

the Notes being redeemed plus accrued and unpaid interest thereon to the date of redemption.

The total carrying value of our debt was $14.0 billion as of March 28, 2026 and $13.3 billion as of June 28, 2025. The

increase in the carrying value of our debt during the 39-week period ended March 28, 2026 was due to the issuance of the Notes

and borrowings under our European commercial paper program, partially offset by a senior note that matured in October 2025.

Information regarding the guarantors of our registered debt securities is contained in the section captioned Guarantor

Summarized Financial Information in “Management’s Discussion and Analysis of Financial Condition and Results of

Operations” in Item 2 of Part I of this Form 10-Q.

9**.** EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:


	13-Week Period Ended		39-Week Period Ended
	Mar. 28, 2026	Mar. 29, 2025	Mar. 28, 2026	Mar. 29, 2025
	(In millions, except for share and per share data)		(In millions, except for share and per share data)
Numerator:
Net earnings	$340	$401	$1,206	$1,297
Denominator:
Weighted-average basic shares outstanding	479,344,821	487,519,382	479,150,734	490,080,591
Dilutive effect of share-based awards	1,843,765	1,812,078	1,588,192	1,893,168
Weighted-average diluted shares outstanding	481,188,586	489,331,460	480,738,926	491,973,759
Basic earnings per share	$0.71	$0.82	$2.52	$2.65
Diluted earnings per share	$0.71	$0.82	$2.51	$2.64

The number of securities that were not included in the diluted earnings per share calculation because the effect would

have been anti-dilutive was approximately 1,600,000 and 4,667,000 for the third quarter of fiscal 2026 and 2025, respectively,

and approximately 2,274,000 and 3,722,000 for the first 39 weeks of fiscal 2026 and fiscal 2025, respectively.

10**.** OTHER COMPREHENSIVE INCOME

Comprehensive income is net earnings plus certain other items that are recorded directly to shareholders’ equity, such

as foreign currency translation adjustment, amounts related to certain hedging arrangements, amounts related to pension and

other postretirement plans and changes in marketable securities. Comprehensive income was $373 million and $542 million for

the third quarter of fiscal 2026 and fiscal 2025, respectively. Comprehensive income was $1.2 billion and $1.4 billion for the

first 39 weeks of fiscal 2026 and 2025, respectively.

A summary of the components of other comprehensive income (loss) and the related tax effects for each of the periods

presented is as follows:


		13-Week Period Ended Mar. 28, 2026
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount	Tax	Net of Tax Amount
		(In millions)
Foreign currency translation:
Foreign currency translation adjustment	N/A	$(62)	$—	$(62)
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in cash flow hedges	Operating expenses	83	21	62
Change in net investment hedges	N/A	36	9	27
Total other comprehensive income before reclassification adjustments		119	30	89
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	1	—	1
Reclassification adjustments:
Amortization of actuarial loss, net	Other expense (income), net	8	2	6
Total reclassification adjustments		8	2	6
Marketable securities:
Change in marketable securities	Other expense (income), net	(1)	—	(1)
Total other comprehensive income (loss)		$65	$32	$33


		13-Week Period Ended Mar. 29, 2025
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount	Tax	Net of Tax Amount
		(In millions)
Foreign currency translation:
Foreign currency translation adjustment	N/A	$136	$—	$136
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in cash flow hedges	Operating expenses	4	1	3
Change in net investment hedges	N/A	(8)	(2)	(6)
Total other comprehensive income before reclassification adjustments		(4)	(1)	(3)
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	1	—	1
Pension and other postretirement benefit plans:
Reclassification adjustments:
Amortization of actuarial loss, net	Other expense (income), net	7	2	5
Total reclassification adjustments		7	2	5
Marketable securities:
Change in marketable securities	N/A	2	—	2
Total other comprehensive income (loss)		$142	$1	$141


		39-Week Period Ended Mar. 28, 2026
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount	Tax	Net of Tax Amount
		(In millions)
Foreign currency translation:
Foreign currency translation adjustment	N/A	$(74)	$—	$(74)
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in cash flow hedges	Operating expenses	81	20	61
Change in net investment hedges	N/A	43	11	32
Total other comprehensive (loss) before reclassification adjustments		124	31	93
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	3	—	3
Pension and other postretirement benefit plans:
Other comprehensive income before reclassification adjustments:
Net actuarial gain arising in the current year		5	1	4
Reclassification adjustments:
Amortization of actuarial loss, net	Other expense (income), net	23	6	17
Total reclassification adjustments		23	6	17
Total other comprehensive income (loss)		$81	$38	$43


		39-Week Period Ended Mar. 29, 2025
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount	Tax	Net of Tax Amount
		(In millions)
Foreign currency translation:
Foreign currency translation adjustment	N/A	$49	$—	$49
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in excluded component of fair value hedge	Other expense (income), net	(2)	—	(2)
Change in cash flow hedges	Operating expense	(9)	(4)	(5)
Change in net investment hedges	N/A	(4)	(1)	(3)
Total other comprehensive (loss) before reclassification adjustments		(15)	(5)	(10)
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	5	1	4
Pension and other postretirement benefit plans:
Other comprehensive income before reclassification adjustments:
Net actuarial gain arising in the current year		31	8	23
Reclassification adjustments:
Amortization of actuarial loss, net	Other expense (income), net	21	6	15
Total reclassification adjustments		21	6	15
Marketable securities:
Change in marketable securities	N/A	3	—	3
Total other comprehensive income (loss)		$94	$10	$84

The following tables provide a summary of the changes in accumulated other comprehensive (loss) income for the

periods presented:


	13-Week Period Ended Mar. 28, 2026
	Foreign Currency Translation	Hedging, net of tax	Pension and Other Postretirement Benefit Plans, net of tax	Marketable Securities, net of tax	Total
	(In millions)
Balance as of Dec. 27, 2025	$(132)	$(53)	$(903)	$—	$(1,088)
Equity adjustment from foreign currency translation	(62)	—	—	—	(62)
Amortization of cash flow hedges	—	1	—	—	1
Change in net investment hedges	—	27	—	—	27
Change in cash flow hedges	—	62	—	—	62
Amortization of unrecognized net actuarial losses	—	—	6	—	6
Change in marketable securities	—	—	—	(1)	(1)
Balance as of Mar. 28, 2026	$(194)	$37	$(897)	$(1)	$(1,055)


	13-Week Period Ended Mar. 29, 2025
	Foreign Currency Translation	Hedging, net of tax	Pension and Other Postretirement Benefit Plans, net of tax	Marketable Securities, net of tax	Total
	(In millions)
Balance as of Dec. 28, 2024	$(494)	$(14)	$(884)	$(4)	$(1,396)
Equity adjustment from foreign currency translation	136	—	—	—	136
Amortization of cash flow hedges	—	1	—	—	1
Change in net investment hedges	—	(6)	—	—	(6)
Change in cash flow hedges	—	3	—	—	3
Amortization of unrecognized net actuarial losses	—	—	5	—	5
Change in marketable securities	—	—	—	2	2
Balance as of Mar. 29, 2025	$(358)	$(16)	$(879)	$(2)	$(1,255)



	39-Week Period Ended Mar. 28, 2026
	Foreign Currency Translation	Hedging, net of tax	Pension and Other Postretirement Benefit Plans, net of tax	Marketable Securities, net of tax	Total
	(In millions)
Balance as of Jun. 28, 2025	$(120)	$(59)	$(918)	$(1)	$(1,098)
Equity adjustment from foreign currency translation	(74)	—	—	—	(74)
Amortization of cash flow hedges	—	3	—	—	3
Change in net investment hedges	—	32	—	—	32
Change in cash flow hedges	—	61	—	—	61
Amortization of unrecognized net actuarial losses	—	—	17	—	17
Net actuarial loss arising in the current year	—	—	4	—	4
Balance as of Mar. 28, 2026	$(194)	$37	$(897)	$(1)	$(1,055)


	39-Week Period Ended Mar. 29, 2025
	Foreign Currency Translation	Hedging, net of tax	Pension and Other Postretirement Benefit Plans, net of tax	Marketable Securities, net of tax	Total
	(In millions)
Balance as of Jun. 29, 2024	$(407)	$(10)	$(917)	$(5)	$(1,339)
Equity adjustment from foreign currency translation	49	—	—	—	49
Amortization of cash flow hedges	—	4	—	—	4
Change in net investment hedges	—	(3)	—	—	(3)
Change in cash flow hedges	—	(5)	—	—	(5)
Change in excluded component of fair value hedge	—	(2)	—	—	(2)
Amortization of unrecognized net actuarial losses	—	—	15	—	15
Net actuarial gain arising in the current year	—	—	23	—	23
Change in marketable securities	—	—	—	3	3
Balance as of Mar. 29, 2025	$(358)	$(16)	$(879)	$(2)	$(1,255)

11**.** SHARE-BASED COMPENSATION

Sysco provides compensation benefits to employees under several share-based payment arrangements, including

various long-term employee stock incentive plans and the 2015 Employee Stock Purchase Plan (ESPP).

Stock Incentive Plans

In the first 39 weeks of fiscal 2026, options to purchase 726,016 shares were granted to employees. The fair value of

each option award is estimated as of the date of grant using a Black-Scholes option pricing model. The weighted average grant-

date fair value per option granted during the first 39 weeks of fiscal 2026 was $19.52.

In the first 39 weeks of fiscal 2026, employees were granted 460,258 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 39 weeks of fiscal 2026 was $86.22.

The PSUs will convert into shares of Sysco’s common stock at the end of the three-year performance period based on actual

performance targets achieved, as well as the market-based return of Sysco’s common stock relative to that of each company

within the S&P 500 index.

In the first 39 weeks of fiscal 2026, employees were granted 1,353,984 restricted stock units. The weighted average

grant-date fair value per restricted stock unit granted during the first 39 weeks of fiscal 2026 was $77.46.

Employee Stock Purchase Plan

Plan participants purchased 838,005 shares of common stock under the ESPP during the first 39 weeks of fiscal 2026.

The weighted average fair value per employee stock purchase right issued pursuant to the ESPP was $11.37 during the first 39

weeks of fiscal 2026. The fair value of each stock purchase right is estimated as the difference between the stock price at the

date of issuance and the employee purchase price.

All Share-Based Payment Arrangements

The total share-based compensation cost that has been recognized in results of operations was $95 million and $74

million for the first 39 weeks of fiscal 2026 and fiscal 2025, respectively.

As of March 28, 2026, there was a total of $162 million of unrecognized compensation cost related to share-based

compensation arrangements. This cost is expected to be recognized over a weighted-average period of 1.88 years.

12**.** INCOME TAXES

Effective Tax Rate

The effective tax rates for the third quarter and first 39 weeks of fiscal 2026 were 23.6% and 22.5%, respectively.

These rates were higher than the company’s 21.0% statutory tax rate primarily due to the impact of state income taxes, partially

offset by a foreign income tax benefit and equity-based compensation excess tax benefits.

The effective tax rates for the third quarter and first 39 weeks of fiscal 2025 were 23.3% and 23.6%, respectively.

These rates were higher than the company’s 21.0% statutory tax rate primarily as a result of state income taxes, partially offset

by a foreign income tax benefit and equity-based compensation excess tax benefits.

Uncertain Tax Positions

As of March 28, 2026, the gross amount of unrecognized tax benefit and related accrued interest was $68 million and

$20 million, respectively. It is reasonably possible the amount of the unrecognized tax benefit with respect to certain

unrecognized tax positions of the company will increase or decrease in the next 12 months. At this time, an estimate of the

range of the reasonably possible change cannot be made.

During the third quarter of fiscal 2023, Sysco received a Statutory Notice of Deficiency from the Internal Revenue

Service, mainly related to foreign tax credits generated in fiscal 2018 from repatriated earnings primarily from our Canadian

operations. In the fourth quarter of fiscal 2023, the company filed suit in the U.S. Tax Court challenging the validity of certain

tax regulations related to the one-time transition tax on unrepatriated foreign earnings, which were enacted as part of the Tax

Cuts and Jobs Act of 2017 (TCJA). The lawsuit seeks to have the court invalidate these regulations, which would affirm the

company’s position regarding its foreign tax credits. Sysco has previously recorded a benefit of $131 million attributable to its

interpretation of the TCJA and the Internal Revenue Code. If we are ultimately unsuccessful in defending our position, we may

be required to reverse all, or some portion, of the benefit previously recorded.

Other

The Inflation Reduction Act includes provisions that allow for the transfer of certain federal clean energy tax credits

(Transferable Tax Credits). In September 2025, we entered into a contract to purchase Transferable Tax Credits which will be

applied against our fiscal 2026 federal income tax liability. Through March 28, 2026, we have purchased $241 million of

Transferable Tax Credits.

The determination of our provision for income taxes requires judgment, the use of estimates and the interpretation and

application of complex tax laws. Our provision for income taxes reflects income earned and taxed in the various U.S. federal

and state, as well as foreign jurisdictions. Tax law changes, increases or decreases in permanent book versus tax basis

differences, accruals or adjustments of accruals for unrecognized tax benefits or valuation allowances, and our change in the

mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.

13**.** COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Sysco is engaged in various legal proceedings that have arisen but have not been fully adjudicated. The likelihood of

loss for these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to

reasonably possible to probable. When probable and reasonably estimable, the losses have been accrued. Although the final

results of legal proceedings cannot be predicted with certainty, based on estimates of the range of potential losses associated

with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the

aggregate, will have a material adverse effect upon the consolidated financial position or results of operations of the company.

14**.** BUSINESS SEGMENT INFORMATION

Sysco distributes food and related products to restaurants, healthcare and educational facilities, lodging establishments

and other foodservice customers. Our primary operations are located in North America and Europe. Under the accounting

provisions related to disclosures about segments of an enterprise, we have aggregated certain operating segments into three

reportable segments. “Other” financial information is attributable to our other operating segments that do not meet the

quantitative disclosure thresholds.

U.S. Foodservice Operations – primarily includes (a) our U.S. Broadline operations, which distribute a full line

of food products, including custom-cut meat, seafood, produce, specialty Italian, specialty imports and a wide

variety of non-food products and (b) our U.S. Specialty operations, which include our FreshPoint fresh produce

distribution business, our Buckhead | Newport Meat & Seafood specialty protein operations, our growing Italian

Specialty platform anchored by Greco & Sons, Inc., our Edward Don restaurant equipment and supplies

distribution business, our Asian specialty distribution company and a number of other small specialty businesses

that are not material to the operations of Sysco;

International Foodservice Operations – includes operations outside of the United States (U.S.), which distribute

a full line of food products and a wide variety of non-food products. The Americas primarily consists of

operations in Canada, Bahamas, Costa Rica and Panama, as well as our export operations that distribute to

international customers. Our European operations primarily consist of operations in the United Kingdom (U.K.),

France, Ireland and Sweden;

SYGMA – our U.S. customized distribution operations serving quick-service chain restaurant customer locations;

and

Other – primarily our hotel supply operations, Guest Worldwide.

The accounting policies for the segments are the same as those disclosed by Sysco for its consolidated financial

statements. Our Global Support Center expenses generally include all expenses of the corporate office and Sysco’s shared

service operations. Collectively, our Global Support Center provides numerous centralized services to our operating sites and

performs support activities for employees, suppliers and customers. These services include customer and vendor contract

administration, finance, legal, information technology, risk management and insurance, sales and marketing, merchandising,

inbound logistics, human resources, and strategy. Expenses for the Global Support Center primarily consist of payroll costs for

employees assigned to these operations, including severance, if any, all U.S. share-based compensation costs, and certain

information technology, self-insurance, and depreciation expenses.

Our chief operating decision maker (CODM) is our chief executive officer, who is responsible for setting the

company's strategic direction, managing overall operations, and is the main point of communication between the board of

directors and key operational personnel within the organization. The CODM regularly reviews financial results, operating

performance, and capital expenditures of our reportable segments. Our CODM uses operating income as a primary measure of

segment performance and as a comparison between each of our segments. Operating income is defined as income before

interest expense, other expense (income), net, and income taxes. The significant expense categories and amounts presented

below align with the segment-level information that is regularly provided to the CODM. The following tables set forth certain

financial information for Sysco’s business segments.


	13-Week Period Ended March 28, 2026
	U.S. Foodservice Operations	International Foodservice Operations	SYGMA	Other	Total
	(In millions)
Sales	$14,234	$3,885	$2,137	$263	$20,519
Less:
Cost of sales	11,496	3,051	1,974	195	16,716
Operations expense	1,207	464	128	29	1,828
Selling, general & administrative expense	759	287	17	32	1,095
Total segment operating income	772	83	18	7	880
Global Support Center					(261)
Total operating income					619
Interest expense					168
Other expense (income), net					6
Earnings before income taxes					$445


	13-Week Period Ended March 29, 2025
	U.S. Foodservice Operations	International Foodservice Operations	SYGMA	Other	Total
	(In millions)
Sales	$13,800	$3,457	$2,084	$257	$19,598
Less:
Cost of sales	11,197	2,729	1,918	197	16,041
Operations expense	1,172	386	131	33	1,722
Selling, general & administrative expense	677	246	18	30	971
Total segment operating income (loss)	754	96	17	(3)	864
Global Support Center					(183)
Total operating income					681
Interest expense					149
Other expense (income), net					9
Earnings before income taxes					$523


	39-Week Period Ended March 28, 2026
	U.S. Foodservice Operations	International Foodservice Operations	SYGMA	Other	Total
	(In millions)
Sales	$43,397	$11,851	$6,392	$789	$62,429
Less:
Cost of sales	35,116	9,359	5,896	587	50,958
Operations expense	3,596	1,357	384	93	5,430
Selling, general & administrative expense	2,213	820	48	92	3,173
Total segment operating income	2,472	315	64	17	2,868
Global Support Center					(756)
Total operating income					2,112
Interest expense					512
Other expense (income), net					44
Earnings before income taxes					$1,556


	39-Week Period Ended March 29, 2025
	U.S. Foodservice Operations	International Foodservice Operations	SYGMA	Other	Total
	(In millions)
Sales	$42,206	$10,978	$6,246	$802	$60,232
Less:
Cost of sales	34,203	8,716	5,754	605	49,278
Operations expense	3,540	1,224	387	100	5,251
Selling, general & administrative expense	1,967	746	51	88	2,852
Total segment operating income	2,496	292	54	9	2,851
Global Support Center					(651)
Total operating income					2,200
Interest expense					469
Other expense (income), net					32
Earnings before income taxes					$1,699


	13-Week Period Ended	13-Week Period Ended
	Mar. 28, 2026	Mar. 29, 2025
Depreciation and amortization:	(In millions)
U.S. Foodservice Operations	$140	$139
International Foodservice Operations	76	66
SYGMA	7	8
Other	1	1
Total segments	224	214
Global Support Center	27	24
Total	$251	$238

	39-Week Period Ended	39-Week Period Ended
	Mar. 28, 2026	Mar. 29, 2025
Depreciation and amortization:	(In millions)
U.S. Foodservice Operations	$418	$412
International Foodservice Operations	205	198
SYGMA	22	25
Other	4	5
Total segments	649	640
Global Support Center	75	69
Total	$724	$709

	13-Week Period Ended	13-Week Period Ended
	Mar. 28, 2026	Mar. 29, 2025
Capital Expenditures:	(In millions)
U.S. Foodservice Operations	$59	$92
International Foodservice Operations	40	68
SYGMA	1	7
Other	6	7
Total segments	106	174
Global Support Center	55	25
Total	$161	$199

	39-Week Period Ended	39-Week Period Ended
	Mar. 28, 2026	Mar. 29, 2025
Capital Expenditures:	(In millions)
U.S. Foodservice Operations	$140	$240
International Foodservice Operations	149	158
SYGMA	4	17
Other	18	23
Total segments	311	438
Global Support Center	150	94
Total	$461	$532



	Mar. 28, 2026	Jun. 28, 2025
Assets:	(In millions)
U.S. Foodservice Operations	$13,618	$13,169
International Foodservice Operations	8,313	8,119
SYGMA	917	922
Other	519	516
Total segments	23,367	22,726
Global Support Center	4,616	4,048
Total	$27,983	$26,774

15**.** SUBSEQUENT EVENTS

On March 30, 2026, Sysco Corporation entered into an agreement (the Merger Agreement) to acquire Jetro Restaurant

Depot (JRD), 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.

Sysco has agreed to pay approximately $29.1 billion to JRD shareholders, comprising of approximately $21.6 billion

in cash, subject to customary adjustments, and 91.5 million shares of Sysco common stock. Following the transaction, JRD’s

equity holders are expected to hold approximately 16% of the outstanding common stock of Sysco in the aggregate.

The cash portion of the purchase price 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 commitment letter for the bridge loan facility, Sysco entered into a

$3 billion senior unsecured delayed draw term loan facility, comprising 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 April 10, 2026 total $88 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. Additional fees will apply at later

stages.

We have executed cash-settled deal contingent rate lock transactions to mitigate interest rate risk on $6.3 billion of

future permanent debt that could potentially be issued to finance the purchase of JRD. As these interest rate lock transactions

are contingent upon whether the transaction is successfully consummated, we have not elected to apply hedge accounting at this

time and any unrealized gains or losses will be recognized in Other income and expense within our statement of consolidated

results of operations.

On April 16, 2026, Sysco entered into a new long-term revolving credit facility, which replaces Sysco’s existing

$3.0 billion senior revolving credit facility that was originally entered into on September 5, 2025. The aggregate commitments

of the lenders under the new revolving credit agreement are $3.0 billion, and such commitments will increase to $4.0 billion

after the acquisition of JRD is complete. The new revolving credit agreement has an option to increase such commitments to

$5.0 billion. The new facility includes a covenant requiring Sysco to maintain a ratio of consolidated EBITDA to consolidated

interest expense of 3.0 to 1.0 over four consecutive fiscal quarters, which is consistent with our previous revolving credit

facility. The new revolving credit facility expires on April 16, 2031.

This transaction is 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, Sysco has agreed to pay JRD a termination fee of $1.164 billion.

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