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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 10-K


(Mark One)
☑			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 2928, ~~2024~~2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-6544

________________

Sysco Corporation

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)						74-1648137 (I.R.S. Employer Identification No.)
1390 Enclave Parkway Houston, Texas (Address of principal executive offices)						77077-2099 (Zip Code)

Registrant’s Telephone Number, Including Area Code:

(281) 584-1390

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading symbols

Name of each exchange on which registered

Common Stock, $1.00 Par Value

SYY

New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer ☑						Accelerated Filer ☐
Non-accelerated Filer ☐						Smaller Reporting Company ☐
						Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The aggregate market value of the voting stock of the registrant held by stockholders who were not affiliates (as defined by regulations of the Securities and Exchange Commission) of the registrant was approximately $3637,~~774~~355,~~674~~747,~~879~~561 as of ~~January~~December 127, 2024 (based on the closing sales price on the New York Stock Exchange Composite Tape ~~on December 30, 2023, as reported by The Wall Street Journal (Southwest Edition~~)). As of August 165, ~~2024~~2025, the registrant had issued and outstanding an aggregate of ~~491~~478,~~520~~212,~~584~~357 shares of its common stock.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the ~~company~~registrant’s ~~2024~~2025 Proxy Statement to be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year covered by this Form 10-K are incorporated by reference into Part III where indicated.

TABLE OF CONTENTS

	PART I	Page No.
Item 1.	Business	1
Item 1A.	Risk Factors	89
Item 1B.	Unresolved Staff Comments	2021
Item 1C.	Cybersecurity	2021
Item 2.	Properties	2123
Item 3.	Legal Proceedings	2223
Item 4.	Mine Safety Disclosures	2224
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2325
Item 6.	[Reserved]	2426
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2426
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	53
Item 8.	Financial Statements and Supplementary Data	56
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~112~~116
Item 9A.	Controls and Procedures	~~112~~116
Item 9B.	Other Information	~~113~~116
Item 9C.	Disclosure Reporting Regarding Foreign Jurisdictions that Prevent Inspections	~~113~~116
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	~~114~~117
Item 11.	Executive Compensation	~~114~~117
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~114~~117
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~114~~117
Item 14.	Principal Accountant Fees and Services	~~114~~117
	PART IV
Item 15.	Exhibit and Financial Statement Schedules	~~114~~117
Item 16.	Form 10-K Summary	~~120~~122
	Signatures

PART I

Item 1. Business

Unless this Form 10-K indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Sysco,” or the “company” as used in this Form 10-K refer to Sysco Corporation together with its consolidated subsidiaries and divisions.

Overview

Sysco Corporation, acting through its subsidiaries and divisions, is the largest global distributor of food and related products primarily to the foodservice or food-away-from-home industry. Our purpose is “Connecting the World to Share Food and Care for One Another.” We provided products and related services to approximately 730,000 customer locations, including restaurants, healthcare and educational facilities, lodging establishments and other foodservice customers during fiscal ~~2024~~2025.

Founded in 1969, Sysco commenced operations as a public company in March 1970 when the stockholders of nine companies exchanged their stock for Sysco common stock. Since our formation, we have grown from $115 million to our all-time high of $7881.84 billion in annual sales in fiscal ~~2024~~2025, both through internal expansion of existing operations and acquisitions.

Sysco’s fiscal year ends on the Saturday nearest to June 30th. This resulted in a 52-week year ended June 2928, ~~2024~~2025 for fiscal ~~2024~~2025, a 52-week year ended ~~July~~June 129, ~~2023~~2024 for fiscal ~~2023~~2024 and a 52-week year ended July 21, ~~2022~~2023 for fiscal ~~2022~~2023. We will have a 52-week year ending June 2827, ~~2025~~2026 for fiscal ~~2025~~2026.

~~Sysco~~Available Corporation is organized under the laws of Delaware. The address and telephone number of our executive offices are 1390 Enclave Parkway, Houston, Texas 77077-2099, (281) 584-1390. This annual report on Form 10-K, as well as all other reports filed or furnished by Sysco pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), are available free of charge on Sysco’s website at www.sysco.com as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (SEC).Information

Sysco Corporation is organized under the laws of Delaware. The address and telephone number of our executive offices are 1390 Enclave Parkway, Houston, Texas 77077-2099, (281) 584-1390. This annual report on Form 10-K, as well as all other annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to reports filed or furnished by Sysco pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), with the Securities and Exchange Commission (SEC) are available free of charge on Sysco’s website at www.sysco.com as soon as reasonably practicable after they are electronically filed with or furnished with the SEC. Sysco also periodically provides certain information for investors on its website at www.sysco.com. This includes press releases and other information about financial performance, information on environmental, social and governance matters, and details related to Sysco’s annual meeting of stockholders. The information contained on the websites referenced in this Form 10-K is not incorporated by reference into this filing.

Reporting Segments

Sysco distributes food and related products to restaurants, healthcare and educational facilities, lodging establishments and other foodservice customers. Our primary operations are in North America and Europe. Under the accounting provisions related to disclosures about segments of an enterprise, we have combined certain operations into three reportable segments. “Other” financial information is attributable to our other operations 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 ~~Specialty~~Buckhead ~~Meats~~| ~~and~~Newport ~~Seafood~~Meat ~~Group~~& Seafood specialty protein operations, our growing Italian Specialty platform anchored by Greco & Sons, Inc., ~~Edward~~our ~~Don & Company (~~Edward Don), ~~acquired in the second quarter of fiscal 2024, which distributes~~ 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, ~~Mexico,~~ 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.

Foodservice operating sites distribute a full line of food products and a wide variety of non-food products to both independent and chain restaurant customers, hospitals, schools, hotels, industrial caterers and other venues where foodservice products are served. SYGMA operating sites distribute a full line of food products and a wide variety of non-food products to certain chain restaurant customer locations. Selected financial data for each of our reportable segments, as well as financial

Customers and Products

Sysco’s customers in the foodservice industry include restaurants, hospitals and skilled nursing facilities, schools and colleges, hotels and motels, industrial caterers and other similar venues where foodservice products are served.

The products we distribute include:

•frozen foods, such as meats, seafood, fully prepared entrées, fruits, vegetables and desserts;

•canned and dry foods;

•fresh meats and seafood;

•dairy products;

•beverage products;

•imported specialties; and

•fresh produce.

We also supply a wide variety of non-food items, including:

•paper products such as disposable napkins, plates and cups;

•tableware such as glassware and silverware;

•cookware such as pots, pans and utensils;

•restaurant and kitchen equipment and supplies; and

•cleaning supplies.

A comparison of the sales mix in the principal product categories during the last three years is presented below:

Principal product categories	~~2024~~2025		~~2023~~2024		~~2022~~2023
Canned and dry products	19	%	19	%	17	%
Fresh and frozen meats	19	%	18	%	18	%
Fresh and frozen meats	18		18		19
Canned and dry products	18		19		19
Frozen fruits, vegetables, bakery and other	15		15		1415
Dairy products	1011		1110		1011
Poultry	10		10		1110
Fresh produce	98		9		89
Paper and disposables	7		7		7
Seafood	4		4		5
Beverage products	4		4		3
Beverage products	4		3		3
Seafood	3		4		4
Equipment and smallwares (1)	2		1		1
Equipment and smallwares	2		2		1
Other (2)	2		3		5
Other (1)	3		2		3
Totals	100	%	100	%	100	%

(1)			Due to the acquisition of Edward Don, a distributor of foodservice equipment and supplies, “Equipment and smallwares” is now presented as a separate principal product category. See Note 4, “Acquisitions,” in the Notes to Consolidated Financial Statements in Item 8 for details on this acquisition.
(2)			Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products, and medical supplies.


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

Our distribution centers, which we refer to as operating sites, distribute branded merchandise, as well as products packaged under our private brands. Products packaged under our private brands have been manufactured for Sysco according to specifications that have been developed by our quality assurance team. In addition, our quality assurance team certifies the manufacturing and processing plants where these products are packaged, enforces our quality control standards and identifies supply sources that satisfy our requirements.

We believe that prompt and accurate delivery of orders, competitive pricing, customer service and the ability to provide a full array of products and services to assist customers in their foodservice operations are of primary importance in the marketing and distribution of foodservice products to our customers. Our operating sites offer daily delivery to certain customer locations and have the capability of delivering special orders on short notice. Through the sales and marketing representatives

marketing and distribution of foodservice products to our customers. Our operating sites offer daily delivery to certain customer locations and have the capability of delivering special orders on short notice. Through the sales and marketing representatives and support staff, we stay informed of the needs of our customers and acquaint them with new products and services. We also provide ancillary services relating to foodservice distribution, such as providing customers with product usage reports and other data, menu-planning advice, food safety training and assistance in inventory control. Additionally, we provide access to various third-party services designed to add value to our customers’ businesses.

No single customer accounted for 10% or more of Sysco’s total sales for the fiscal year ended June 2928, ~~2024~~2025.

We estimate that our sales by type of customer during the past three fiscal years were as follows:

Type of Customer	~~2024~~2025		~~2023~~2024		~~2022~~2023
Restaurants	6260	%	62	%	6362	%
Education, government	78		87		8
Healthcare	78		7		87
Travel and leisure	67		86		78
Other (1)	1817		1518		1415
Totals	100	%	100	%	100	%



(1)			Other includes cafeterias that are not stand-alone restaurants, bakeries, caterers, churches, civic and fraternal organizations, vending distributors, other distributors and international exports, as well as retail food sales and logistics services. None of these types of customers, as a group, exceeded 5% of total sales in any of the years for which information is presented.

We estimate that sales to our customers in the food service management (FSM) sector, which include large customers that service cafeterias in institutions such as universities, hospitals, and sporting venues, accounted for 8% of sales in both fiscal ~~2024,~~2025 asand ~~compared to 7% of sales in~~ fiscal ~~2023~~2024. These sales are reflected within the respective customer types listed in the table above, depending on the type of customer the FSM operator serves.

Sources of Supply

We purchase from thousands of suppliers, both domestic and international, none of which individually accounted for more than 10% of our purchases for fiscal ~~2024~~2025. These suppliers consist generally of large corporations selling brand name and private label merchandise, as well as independent regional brand and private label processors and packers. We also provide specialty and seasonal products from small to mid-sized producers to meet a growing demand for locally sourced products. Our locally sourced products, including produce, meats, cheese and other products, help differentiate our customers’ offerings, satisfy demand for new products, and support local communities. Merchandise is generally purchased through both centrally developed programs, domestically and internationally, and direct programs established by our various operating sites. For our U.S. Foodservice Operations, which represents approximately 70% of our total sales, over 90% of products are purchased domestically.

We administer a consolidated product procurement program designed to develop, obtain and ensure consistent quality food and non-food products. The program covers the purchasing and marketing of branded merchandise, as well as products from several national brand suppliers, encompassing substantially all product lines. Some of our products are purchased internationally within global procurement centers to build strategic relationships with international suppliers and to optimize our supply chain network. We also focus on increasing profitability by lowering operating costs and aggregate inventory levels. This reduces future facility expansion needs at our operating sites, while providing greater value to our suppliers and customers.

Working Capital Practices

Our growth is funded through a combination of cash on hand, cash flow from operations, commercial paper issuances and long-term borrowings. See the discussion in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” regarding our liquidity, financial position and sources and uses of funds.

We extend credit terms to some of our customers based on our assessment of each customer’s creditworthiness. We monitor each customer’s account and will suspend shipments if necessary.

A majority of our sales orders are filled within 24 hours of customer order placement. We generally maintain inventory on hand to meet customer demand. The level of inventory on hand will vary by product depending on shelf-life, supplier order fulfillment lead times and customer demand. We also purchase additional volumes of certain products based on supply or pricing opportunities. We take advantage of suppliers’ cash discounts where appropriate. Otherwise, we pay our suppliers according to our payment terms.

fulfillment lead times and customer demand. We also purchase additional volumes of certain products based on supply or pricing opportunities. We take advantage of suppliers’ cash discounts where appropriate. Otherwise, we pay our suppliers according to our payment terms.

Global Support Center

Our Global Support Center (GSC) provides numerous centralized services to our operating sites and performs support activities for employees, suppliers and customers. GSC team members possess experience and expertise in, among other areas, customer and vendor contract administration, ~~accounting and~~ finance, ~~treasury,~~ legal, information technology, ~~payroll and employee benefits,~~ risk management and insurance, sales and marketing, merchandising, inbound logistics, human resources, ~~strategy~~ and ~~tax compliance services~~strategy. The GSC also makes available supply chain expertise in warehousing and distribution strategic services, which provide assistance in operational best practices, including space utilization, energy conservation, fleet management and workflow.

Capital Improvements

During fiscal ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, $~~832~~906 million, $~~793~~832 million and $~~633~~793 million, respectively, were invested in facilities, technology, equipment, delivery fleet and other capital asset enhancements. From time to time, we dispose of assets in the normal course of business, and we consider proceeds from these asset sales to be an offset to capital expenditures. During fiscal ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, capital expenditures, net of proceeds from sales of assets, were $~~753~~692 million, $~~751~~753 million and $~~609~~751 million, respectively. Capital expenditures, net of proceeds from sales of assets, as a percentage of sales during fiscal ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 were 1.0.9%, 1.0% and 01.90%, respectively. During the three years ended June 2928, ~~2024~~2025, capital expenditures were financed primarily by internally generated funds along with bank and other borrowings. We expect our capital expenditures, net of proceeds from sales of assets, to ~~continue to~~ approximate 1%$700 ofmillion ~~sales~~ in fiscal ~~2025~~2026, and we expect to finance these capital expenditures from cash flows from operations and bank and other borrowings.

Human Capital Resources

We believe engaged and empowered colleagues are key to business success. Attracting, developing and retaining the best talent globally drives the company’s long-term value. Our diverse colleagues and inclusive culture create an environment where colleagues can develop their skills and contribute to our success. As of June 2928, ~~2024~~2025, we employed approximately 7675,000 employees, including 51,000 U.S. employees and 2524,000 employees outside the U.S., as compared to approximately 7276,000 employees as of ~~July~~June 129, ~~2023~~2024. Also, approximately 99% of our U.S.-based colleagues are classified as full-time, defined as employees who work 30 or more hours per week. Approximately 1514% of our employees were represented by unions, primarily the International Brotherhood of Teamsters and unions in France and Sweden. Approximately 914% of our union ~~U.S.~~ employees ~~and 21% of our union international employees~~ are covered by collective bargaining agreements that are subject to renegotiation in fiscal ~~2025~~2026.

Talent Acquisition and Talent Management — Maintaining a pipeline of talent is critical to our ongoing success and is essential to our succession planning efforts and to growing leaders throughout the organization. Our leadership is responsible for attracting and retaining top talent by facilitating an environment where employees feel supported and encouraged in their professional and personal development. Specifically, we promote employee development by cultivating a high-impact learning culture for our colleagues through a variety of enterprise development programs and learning resources, including goal setting and career development processes. We commit to investing in our employees through on-the-job training and coaching. Additionally, through our Sysco Speaks program, we conduct annual, confidential engagement surveys of our global workforce that are administered and analyzed by an independent third party.

Total Rewards — We are committed to equal pay for equal work, regardless of gender, race, ethnicity or other personal characteristics. To deliver on that commitment, we benchmark and set pay ranges based on market data and consider various factors, such as an employee’s role and experience, job location and individual performance. We also regularly review our compensation practices to promote fair and equitable pay. In fiscal ~~2024~~2025, our hourly colleagues received an average hourly wage of approximately $2425, and 100% of colleagues in our U.S. distribution facilities received pay above state minimum wage thresholds. Also, some of our full-time colleagues receive paid vacation and sick time benefits, short-term and long-term incentives, retirement plans, training and development, access to career opportunities, paid pregnancy and adoption leave benefits, short-term and long-term disability benefits, health and welfare benefits, and recognition, as well as other programs like employee discounts.

~~Diversity, Equity and~~ Inclusion — Our ~~Diversity, Equity and~~ Inclusion ~~(DEI)~~ team develops and operationalizes global strategic initiatives that are ~~implemented~~designed to ensure that ~~the~~every ~~needs~~colleague, ~~specific~~customer, tosupplier ~~each~~and/or ~~region~~partner ~~are~~– ~~addressed.~~regardless ~~Our~~of ~~vision~~identity, isbackground, toor ~~build~~life aexperience ~~diverse~~– feels valued, ~~equitable~~respected, and ~~inclusive~~empowered ~~work~~to ~~environment~~contribute. ~~that~~To ~~reflects~~further ~~the~~this ~~customers~~goal, ~~and~~our ~~communities~~Chief weInclusion ~~serve.~~Officer Weworks ~~use~~collaboratively with our Global ~~DEI~~Inclusion ~~Advisory~~ Council to ~~monitor~~ensure ~~and~~a ~~enhance~~strategy that meets the needs of our ~~three-year~~full ~~DEI~~colleague ~~Roadmap~~population, ~~and~~as ~~Real~~well ~~Talk~~as ~~Dialogues~~the ~~which~~vibrant, ~~provide~~diverse ~~leaders~~customers and ~~colleagues~~communities ~~safe~~we ~~forums~~serve. toOur ~~have~~global ~~open,~~strategy ~~honest,~~is ~~two-way~~further ~~and~~advanced ~~completely~~by ~~voluntary~~our ~~conversations.~~11 ~~Our~~ Colleague Resource Groups (CRGs) ~~are~~– voluntary, colleague-led groups that enhance inclusion and belonging through programming and initiatives falling into the following areas:

colleague~~-led~~, ~~groups~~community, ~~organized~~culture, toand ~~foster~~corporation. aEach ~~diverse,~~CRG ~~inclusive~~is ~~workplace~~helmed atby ~~Sysco.~~a ~~They~~VP+ ~~are~~level aExecutive ~~critical~~Sponsor ~~element~~to ofensure ~~our~~alignment ~~engagement~~with ~~and~~business ~~DEI~~priorities, ~~efforts~~and ateach ~~both~~group ~~our~~is ~~headquarters~~open ~~and~~to atall ~~operating sites~~colleagues.

As of June 2928, ~~2024~~2025, our U.S. employee population possessed the gender, ethnic and racial attributes identified below:

United States Employee Population (1)	Male		Female		White		Hispanic or Latino		Black or African American		Asian		American Indian or Alaskan Native		Native Hawaiian or Other Pacific Islander		Two or more races		Not Available
Individual Contributors	8180	%	1920	%	40	%	27	%	2322	%	5	%	1	%	1	%	2	%	12	%
Management	7371		2729		62		16		1211		5		1		1		2		12
Senior Management	73		27		76		8		6		65		—		—		21		24
Officers	7576		2524		6463		7		129		23		2		—		2		1114
Total Sysco	8079		2021		43		2526		2221		5		1		1		2		1


(1)			Information is based on self-reported identification.

Information about our Executive Officers:

The section below provides information regarding our executive officers as of August 21, 2025. There are no family relationships between any of the officers named and any other executive officer or member of the Board of Directors, or any arrangement or understanding pursuant to which any person was selected as an officer. All officers are elected by the Board of Directors to hold office until their successors are elected and qualified.

Name

Age

Position

First Year in Present Position

Other Positions Held July 1, 2020 - June 30, 2025

Kevin P. Hourican

Chair of the Board and Chief Executive Officer

2024

President and Chief Executive Officer of Sysco Corporation, 2020 – 2025

Greg D. Bertrand

Executive Vice President, Global Chief Operating Officer

2023

Executive Vice President, U.S. Foodservice Operations of Sysco Corporation, 2018 – 2023

Kenny K. Cheung

Executive Vice President, Chief Financial Officer

2023

Senior Vice President and Chief Financial Officer, North America of The Hertz Corporation, 2020

Executive Vice President, Chief Financial Officer of The Hertz Corporation, 2020 – 2023

Victoria L. Gutierrez

Senior Vice President, Chief Merchandising Officer

2022

Partner of Boston Consulting Group, 2014 – 2021

Vice President of Category Management of Sysco Corporation, 2021 – 2022

Jennifer L. Johnson

Senior Vice President, Chief Accounting Officer

2023

Staff Vice President and Corporate Controller of FedEx Corporation, 2015 – 2021

Corporate Vice President and Principal Accounting Officer – Elect of FedEx Corporation, 2021

Corporate Vice President and Principal Accounting Officer of FedEx Corporation, 2021 – 2023


Gregory S. Keller	55	Senior Vice President, National Accounts – SYGMA & Guest Worldwide	2023	Senior Vice President, National Sales and President – SYGMA of Sysco Corporation, 2019 – 2020 Senior Vice President, Sales of Sysco Corporation, 2020 – 2021 Senior Vice President, National Sales of Sysco Corporation, 2021 – 2023
Thomas R. Peck, Jr.	58	Executive Vice President, Chief Information and Digital Officer	2021	Executive Vice President, Chief Information and Digital Officer of Ingram Micro Inc., 2018 – 2020
Ronald L. Phillips	60	Executive Vice President, Chief Human Resources Officer	2021	Senior Vice President, Human Resources, Retail, Omnicare and Enterprise Modernization for CVS Health Corporation, 2018 – 2021
Jennifer K. Schott	52	Executive Vice President, Chief Legal Officer & Secretary	2025	Deputy General Counsel & Assistant Corporate Secretary of Caterpillar Inc., 2019 – 2021 Senior Vice President, General Counsel and Secretary of Illinois Tool Works, Inc., 2021 – 2025

Competition

A large number of companies are engaged in the distribution of food and non-food products to the foodservice industry. Our customers may choose to purchase products directly from wholesale or retail outlets, including club, cash and carry and grocery stores, online retailers, or negotiate prices directly with our suppliers. We compete with local and regional distributors and some organizations that operate on a multi-region basis. In addition, these local, regional and multi-regional distributors can create purchasing cooperatives and marketing groups to enhance their competitive abilities by expanding their product mix, improving purchasing power and extending their geographic capabilities. Our customers are accustomed to purchasing from multiple suppliers and channels concurrently. Customers can choose from many broadline foodservice distributors; specialty distributors that focus on specific categories such as produce, meat or seafood; other wholesale channels; club stores; cash and carry stores; grocery stores; and numerous online retailers. Since switching costs are very low, customers can make supplier and channel changes very quickly. We believe that the principal competitive factors in the foodservice industry are effective customer contacts, the ability to deliver a wide range of quality products and related services on a timely and dependable basis, and competitive prices. There are few barriers to market entry.

We estimate that we serve about 17% of an approximately $~~360~~370 billion annual foodservice market in the U.S., as estimated by Technomic, Inc., for calendar year ~~2023~~2024. Technomic projects the market size to increase to approximately $~~370~~382 billion by the end of calendar ~~2024~~2025. We also serve certain international geographies that vary in size and amount of market share. We believe, based upon industry trade data, our sales to the U.S. and Canada food-away-from-home industry were the highest of any foodservice distributor during fiscal ~~2024~~2025. While comprehensive industry statistics are not available, we believe that, in most instances, our operations in the U.S. and Canada are among the leading distributors of food and related non-food products to foodservice customers in those trade areas. We believe our competitive advantages include our sales consultants; our diversified product base, which includes quality-assured Sysco brand products; our service reliability; the ancillary services we provide to our customers, such as business reviews and menu analysis; and our multi-regional presence in North America and Europe. These advantages combined with a large geographical footprint of multi-temperature warehouses, mitigate some of the impact of regional economic declines that may occur over time.

Government Regulation

Our company is required to comply, and it is our policy to comply, with all applicable laws and regulations in the numerous countries throughout the world in which we do business.

In the U.S., as a marketer and distributor of food products, we are subject to the Federal Food, Drug and Cosmetic Act and regulations promulgated thereunder by the U.S. Food and Drug Administration (FDA). The FDA regulates food safety and quality through various statutory and regulatory mandates, including manufacturing and holding requirements for foods through good manufacturing practice regulations, hazard analysis and critical control point (HACCP) requirements for certain foods, and the food and color additive approval process. The agency also specifies the standards of identity for certain foods; prescribes the format and content of information required to appear on food product labels; regulates food contact packaging and materials; and maintains a Reportable Food Registry for the industry to report when there is a reasonable probability that an article of food will cause serious adverse health consequences. For certain product lines, we are also subject to the Federal Meat

good manufacturing practice regulations, hazard analysis and critical control point (HACCP) requirements for certain foods, and the food and color additive approval process. The agency also specifies the standards of identity for certain foods; prescribes the format and content of information required to appear on food product labels; regulates food contact packaging and materials; and maintains a Reportable Food Registry for the industry to report when there is a reasonable probability that an article of food will cause serious adverse health consequences. For certain product lines, we are also subject to the Organic Foods Production Act of 1990, the Federal Meat Inspection Act, the Poultry Products Inspection Act, the Perishable Agricultural Commodities Act, the Packers and Stockyard Act and regulations promulgated by the U.S. Department of Agriculture (USDA) to interpret and implement these statutory provisions. The USDA imposes standards for product safety, quality and sanitation through the federal meat and poultry inspection program. The USDA reviews and approves the labeling of meat and poultry products, regulates the production, handling, labeling, and enforcement of all USDA organic products, and establishes standards for the grading and commercial acceptance of produce shipments from our suppliers. We are also subject to the Public Health Security and Bioterrorism Preparedness and Response Act of 2002, which imposes certain registration and record keeping requirements on facilities that manufacture, process, pack or hold food for human or animal consumption.

The Food Safety Modernization Act (FSMA) has significantly expanded our food safety requirements, including certain mandatory safety prevention practices. The FDA has finalized numerous regulations implementing FSMA, recognizing that ensuring the safety of the food supply is a shared responsibility among many different points in the global supply chain. The FSMA rules are designed to identify specific actions that must be taken at each of these points to prevent contamination. We have established and continue to maintain comprehensive, prevention-based controls across the food supply chain that are both verified and validated, as required by FDA regulations implementing FSMA. FSMA further imposes requirements for food products imported into the U.S. All food intended for introduction into U.S. interstate commerce must be safe, sanitary, and labeled according to U.S. requirements. Importers can import food into the U.S. as long as the facilities that produce, store, or otherwise handle the products are registered with the FDA, and prior notice of incoming shipments is provided to the FDA. Imported food products are subject to FDA inspection at U.S. ports of entry and the FDA may detain shipments of products if the shipments are found to be non-compliant with U.S. requirements. FSMA also provides the FDA with expanded enforcement authority, including mandatory recall authority over all articles of food (other than infant formula) that are manufactured, processed, packed, or held at a food facility that is required to register with the FDA.

As a marketer and distributor of various non-food products, such as food containers and utensils, kitchen equipment, and cleaning supplies, we are also subject to various laws and regulations relating to the safety, storage, transportation, sale, advertising and labeling of those non-food products, including requirements to provide information about the hazards of certain chemicals present in some of the products we distribute and regulations restricting the sale of products made with certain materials or chemicals.

We and our products are also subject to state and local regulation through such measures as the licensing of our facilities; enforcement by state and local health agencies of state and local standards for our products; and regulation of our trade practices in connection with the sale of our products. Our facilities are subject to regulations issued pursuant to the U.S. Occupational Safety and Health Act by the U.S. Department of Labor. These regulations require us to comply with certain manufacturing, health and safety standards to protect our employees from accidents and to establish hazard communication programs to transmit information on the hazards of certain chemicals present in products we distribute. We are also subject to the National Labor Relations Act, which governs the process for collective bargaining between employers and employees and protects the rights of both employers and employees in the workplace. The Fair Labor Standards Act, ~~which~~ establishes minimum wages and overtime standards, among other requirements, ~~laws~~and ~~that~~prohibits ~~prohibit~~ discrimination in employment based on non-merit categories, including Title VII of the Civil Rights Act and the Americans with Disabilities Act, and other laws relating to accessibility. Our workers’ compensation programs are subject to regulation by the jurisdictions in which we operate.

Our processing and distribution facilities must be registered with the FDA biennially and are subject to periodic government agency inspections by the FDA and USDA. Our facilities are generally inspected at least annually by federal and/or state authorities. We also must comply with Federal Trade Commission standards with respect to any claims made about our food products in advertising and marketing materials.

Our customers include several departments of the federal government, including the Department of Defense and Department of Veterans Affairs facilities, as well as certain state and local entities. These customer relationships subject us to additional regulations applicable to government contractors.

We are also subject to regulation by numerous federal, state and local regulatory agencies, including, but not limited to, the U.S. Department of Labor, which sets employment practice standards for workers. We are also subject to regulations by the U.S. Department of Transportation, as well as its agencies, the Surface Transportation Board, the Federal Highway Administration, the Federal Motor Carrier Safety Administration, and the National Highway Traffic Safety Administration, which collectively regulate our trucking operations through the regulation of operations, safety, insurance and hazardous materials. We must comply with the safety and fitness regulations promulgated by the Federal Motor Carrier Safety Administration, including those relating to drug and alcohol testing and hours of service. Such matters as weight and dimension of equipment also fall under federal and state regulations. We are subject to regulations of the Federal Aviation Administration

which collectively regulate our trucking operations through the regulation of operations, safety, insurance and hazardous materials. We must comply with the safety and fitness regulations promulgated by the Federal Motor Carrier Safety Administration, including those relating to drug and alcohol testing and hours of service. Such matters as weight and dimension of equipment also fall under federal and state regulations. We are subject to regulations of the Federal Aviation Administration covering items transported by air. In addition, we are subject to the federal False Claims Act, and similar state statutes, which prohibit knowingly presenting, or causing to be presented, a false or fraudulent claim for payment to the government and the knowing and improper retention of overpayments.

The U.S. Foreign Corrupt Practices Act (FCPA) prohibits bribery of public officials to obtain or retain business in foreign jurisdictions. The FCPA also requires us to keep accurate books and records and to maintain internal accounting controls to detect and prevent bribery and to ensure that transactions are properly authorized and recorded. We have implemented and continue to develop an anti-corruption compliance program applicable to our global operations intended to detect and prevent bribery and to comply with these and other anti-corruption laws in countries where we operate.

Our business is subject to competition laws in the various jurisdictions where we operate, including the Sherman Antitrust Act and related federal and state antitrust laws in the U.S. These laws and regulations generally prohibit competitors from fixing prices, boycotting competitors, or engaging in other conduct that unreasonably restrains competition. In many jurisdictions, compliance with these competition laws is of special importance to us. Our operations may come under special scrutiny by competition law authorities due to our competitive position in those jurisdictions.

Outside the U.S., our business is subject to numerous similar statutes, regulations, and other regulatory requirements. For example, we are subject to legal and regulatory requirements of the U.K. and the European Union (EU), as well as those of EU countries, where we conduct business (including Ireland, France and Sweden). Those requirements relate to, among other things, competition, product composition, packaging, labeling, advertisement (including nutrition and health claims) and the safety of food products, as well as the health, safety and working conditions of employees. We are subject to privacy laws in the EU, including the General Data Protection Regulation (GDPR), which requires companies to meet certain requirements regarding the handling of personal data. In addition, our business is subject to the U.K. Modern Slavery Act 2015, which requires certain companies that operate in the U.K. to prepare a report describing steps that they have taken to ensure that slavery and human trafficking is not taking place in their supply chain or business. Our business is also subject to the U.K. Bribery Act 2010, an anti-corruption law that criminalizes the failure by a company to prevent persons associated with that company from offering or paying bribes to government officials or non-government persons in order to obtain or retain business or a business advantage for the company, as well as restricting the offer, payment or receipt of bribes to or from governmental officials and non-governmental persons.

All of our company’s facilities and other operations in the U.S. and elsewhere around the world are subject to various environmental protection statutes and regulations, including those in the U.S., the U.K. and the EU, relating to: (1) the use of water resources and the discharge of wastewater; (2) the discharge of pollutants into the air, including vehicle emissions; (3) proper handling, treatment and disposing of solid and hazardous wastes; and (4) protecting against and appropriately investigating and remediating spills and releases. Further, most of our distribution facilities have ammonia-based refrigeration systems and tanks for the storage of diesel fuel and other petroleum products which are subject to laws regulating such systems and storage tanks (including the investigation and remediation of soil and groundwater contamination associated with the use of underground storage tanks). See “Item 1A. Risk Factors - Business and Operational Risks - We may incur significant costs to comply with environmental laws and regulations, and we may be subject to substantial fines, penalties, or third-party claims for non-compliance.”

Given the regulated nature of some of our operations, we routinely incur compliance-related costs, both direct and indirect. We do not anticipate any material capital expenditures for compliance with these laws, rules and regulations in the foreseeable future. However, compliance costs under existing laws or under any new requirements could become material, and we could incur liability in any instance of noncompliance. See “Item 1A. Risk Factors” for additional information regarding government regulations that could impact our business.

General

We have numerous trademarks that are of significant importance, including the SYSCO® and Brakes® trademarks, in addition to our privately branded product trademarks that include these trademarks. These trademarks and the private brands on which they are used are widely recognized within the foodservice industry. Both our U.S. and European trademarks are effective for a ten-year period, and we generally renew our trademarks before their expiration dates unless a particular trademark is no longer in use. We believe the loss of the SYSCO® trademark would have a material adverse effect on our results of operations. We do not have any material patents or licenses.

We are not engaged in material research and development activities relating to the development of new products or the improvement of existing products.

Our sales do not generally fluctuate significantly on a seasonal basis; therefore, our business is not deemed to be seasonal.

As of June 2928, ~~2024~~2025, we operated ~~340~~337 distribution facilities throughout North America and Europe.

Item 1A. Risk Factors

The following discussion of “risk factors” identifies the most significant factors that may adversely affect our business, results of operations, financial position and future financial performance. This information should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and related notes contained in this report. The following discussion of risks is not all inclusive but is designed to highlight what we believe are the most significant factors to consider when evaluating our business. These factors could cause our future results to differ from our expectations expressed in the forward-looking statements identified within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and from other historical trends.

Industry and General Economic Risks

Our industry is characterized by low margins, and periods of significant or prolonged inflation or deflation affect our product costs and may negatively impact our profitability and results of operations.

The foodservice distribution industry is characterized by relatively high inventory turnover with relatively low profit margins. Volatile food costs have a direct impact on our industry. In periods of significant product cost inflation, if we are unable to pass on all or a portion of such product cost increases to our customers in a timely manner, our results of operations would be adversely affected. In addition, periods of rapidly increasing inflation may adversely affect our results of operations due to the impact of such inflation on discretionary spending by consumers and our limited ability to increase prices in the current, highly competitive environment. Conversely, our results of operations may be adversely affected by periods of product cost disinflation and deflation, because we make a significant portion of our sales at prices that are based on the cost of products we sell plus a percentage margin, mark-up or fee per case. As a result, our results of operations may be adversely affected during periods of product cost disinflation and deflation, even though our gross profit percentage may remain relatively constant.

A shortage of qualified labor and increases in labor costs could adversely affect our business and materially reduce earnings.

The future success of our operations, including the achievement of our strategic objectives, depends on our ability, and the ability of certain third parties on which we rely, to identify, recruit, develop and retain diverse, qualified and talented individuals. As a result, a shortage of qualified labor could adversely affect our business, decrease our ability to effectively serve our customers, and achieve our strategic objectives. We periodically experience shortages of qualified labor in certain geographies, particularly in the area of warehouse workers and drivers. Such shortages may result in increased costs from certain temporary wage actions, such as hiring, referral, and retention bonus programs. See the discussion under “Human Capital Resources” in Item 1, “Business” for additional information regarding our talent acquisition and talent management efforts in the context of these labor shortages. Unsuccessful recruiting and retention efforts as a result of such shortages for a prolonged period of time could have a material adverse effect on our financial condition and results of operations.

Labor shortages also likely lead to higher wages for employees and higher costs to purchase the services of third parties. Increases in labor costs, such as increases in minimum wage requirements, wage inflation and/or increased overtime, reduce our profitability and that of our customers. Increases in such labor costs for a prolonged period of time could have a material adverse effect on our financial condition and results of operations.

Further, potential changes in labor legislation and case law could result in current non-union portions of our workforce, including warehouse and delivery personnel, being subjected to greater organized labor influence. If additional portions of our workforce became subject to collective bargaining agreements, this could result in increased costs of doing business as we would become subject to mandatory, binding arbitration or labor scheduling, costs and standards, which may reduce our operating flexibility.

Global health developments and economic uncertainty resulting from global public health crises may adversely affect our business, financial condition and results of operations.

Public health crises, pandemics and epidemics could adversely affect our business, financial condition and results of operations~~. For example~~, ~~the coronavirus (COVID-19) pandemic adversely impacted our business, results of operations~~ and ~~financial~~disrupt ~~condition directly and disrupted~~ the operations of our business partners, suppliers and customers. ~~While~~We ~~our operations have generally stabilized since the peak of the COVID-19 pandemic, we~~ cannot predict with certainty the extent to which our operations may be impacted in the future by ~~any~~the ~~similar~~ effects of ~~a more severe variant of COVID-19 or other~~ public health crises, pandemics, or epidemics on us or on our business partners, suppliers and customers. Fear of these or similar events may ~~further~~ alter consumer confidence, behavior and spending patterns, and could adversely affect the economies and financial markets of many countries (or globally), resulting in an economic downturn that could affect customers’ demand for our products.

In response to ~~the~~public ~~outbreak~~health ~~of COVID-19 and its development into a pandemic~~crises, governmental authorities in many countries in which we, our customers and our suppliers ~~were~~are present and ~~operated~~operate, ~~imposed~~may impose mandatory closures, ~~sought~~seek voluntary closures and ~~imposed~~impose restrictions on, or advisories with respect to, travel, business operations and public gatherings or interactions. Among other matters, these actions ~~required~~could require or strongly ~~urged~~urge various venues where foodservice products ~~were~~are served, including restaurants, schools, hotels and cruise liners, to reduce or discontinue operations, which could adversely ~~affected~~affect demand in the foodservice industry, including demand for our products and services. The future outbreak of a public health crisis, pandemic, or epidemic could cause some governmental authorities to reintroduce similar restrictions in the future, which could adversely affect demand in the foodservice industry.

Any future outbreak of a public health crisis, pandemic, or epidemic that adversely affects our business, results of operations and financial condition, could also have the effect of heightening many of the other risks described in this Annual Report on Form 10-K and subsequent filings with the SEC, such as those risks relating to our level of indebtedness, and may have an adverse effect on the price of our common stock.

Unfavorable macroeconomic conditions, as well as unfavorable conditions in particular local markets, may adversely affect our results of operations and financial condition.

Our results of operations are susceptible to regional, national and international economic trends and uncertainties. Economic conditions can affect us in the following ways:

•Unfavorable geopolitical, economic and market conditions and developments, including changes in global trade policies and tariffs, can depress demand (including as to mix of products and services), sales and/or gross margins in a given market, impact consumer confidence and foot traffic to restaurants.

•Food cost and fuel cost inflation can lead to reductions in the frequency of dining out and the amount spent by consumers for food-away-from-home purchases, reducing demand for our products.

•Heightened uncertainty in the financial markets negatively affects consumer confidence and discretionary spending.

•The inability to consistently access credit markets could impair our ability to market and distribute food products, support our operations and meet our customers’ needs.

•Liquidity and the inability of our customers and suppliers to consistently access credit markets to obtain cash to support their operations can cause temporary interruptions in our ability to collect funds from our customers and obtain the products and supplies that we need in the quantities and at the prices that we request.

•Foreign exchange rate fluctuations can adversely impact our competitiveness and/or financial results.

The countries in which we operate have experienced and are experiencing, from time to time, deteriorating economic conditions and heightened uncertainty in financial markets, which have adversely impacted business and consumer confidence and spending and depressed capital investment and economic activity in the affected regions. Such conditions and high levels of uncertainty make it difficult to predict when, or if, a recession may occur. A prolonged economic downturn or recession in the U.S. or global economies, and the impact on gross domestic product growth, corporate earnings, consumer confidence, employment rates, income levels and/or personal wealth, could have a material adverse effect on our results of operations and financial condition.

We may not be able to fully compensate for increases in fuel costs, and fuel hedging arrangements intended to contain fuel costs could result in above market fuel costs, any of which could adversely affect our results of operations.

The cost of fuel affects the prices we pay for products, as well as the costs we incur to deliver products to our customers. We require significant quantities of fuel for our delivery vehicles and are exposed to the risk associated with fluctuations in the market price for fuel. The price and supply of fuel can fluctuate significantly based on international, political and economic circumstances (such as the invasion of Ukraine by the Russian Federation (Russia) or military conflicts in the Middle East) as well as other factors outside our control, such as actions by the Organization of the Petroleum Exporting Countries (OPEC) and other oil and gas producers, regional production patterns, weather conditions and environmental

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and economic circumstances (such as the invasion of Ukraine by the Russian Federation (Russia)) as well as other factors outside our control, such as actions by the Organization of the Petroleum Exporting Countries (OPEC) and other oil and gas producers, regional production patterns, weather conditions and environmental concerns. Although we have been able to pass along a portion of increased fuel costs to our customers in the past through, among other things, our fuel surcharge program, we may not be able to do so in the future. If fuel costs continue to increase in the future, we may experience difficulties in passing all or a portion of these costs along to our customers, which may adversely affect our results of operations.

We routinely enter into fuel hedging arrangements, including fuel derivatives, to hedge our exposure to volatile fuel prices. Nevertheless, our fuel hedging transactions may not be effective in protecting us from changes in fuel prices. If fuel prices were to decrease significantly, these hedging arrangements would result in our paying higher-than-market costs for a portion of our diesel fuel. In addition, our future use of fuel derivatives would expose us to the risk that any of our counterparties fails to perform its obligations, whether due to its insolvency or otherwise, which could result in financial losses.

Economic and political instability and changes in laws and regulations could adversely affect our results of operations and financial condition.

Our international operations subject us to certain risks, including economic and political instability and potential unfavorable changes in laws and regulations in international markets in which we operate. Local or regional geopolitical events, such as Brexit and, civil unrest in France in 2023 related to socioeconomic issues, have negatively impacted our operations in the past. Similar future trade or labor disruptions or disputes could have a negative impact on our operations in the EU and other parts of the world. In addition, recent U.S. tariffs imposed or threatened to be imposed on other countries, any 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.

In addition, military conflicts, such as the invasion of Ukraine by Russia and conflicts in the ~~Israel-Hamas~~Middle ~~War~~East, or other geopolitical events, can negatively impact global demand. In response to such conflicts, various governments can and have recently imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties, which actions can have a negative impact on our operations. Although our business has not been materially impacted to date by ~~the~~ ongoing ~~invasion~~military ~~of Ukraine by Russia or the Israel-Hamas War~~conflicts, it is impossible to predict the extent to which our operations, or those of our suppliers and customers, will be impacted in the short and long term, or the ways in which the conflict may impact our business. The extent and duration of the military action, sanctions and resulting market disruptions are difficult to predict, but could be substantial. Further escalation of geopolitical tensions related to the military conflict, including increased trade barriers or restrictions on global trade, could result in, among other things, cyberattacks, supply disruptions, lower consumer demand and changes to foreign exchange rates and financial markets. Any or all of these factors could disrupt our business directly and could disrupt the business of our customers, which could have an adverse effect on our business and results of operations. Any such disruptions may also magnify the impact of other risks described in this Annual Report on Form 10-K.

Competition and the impact of GPOs may reduce our margins and make it difficult for us to maintain our market share, growth rate and profitability.

The foodservice distribution industry is fragmented and highly competitive, with local, regional and multi-regional distributors and specialty competitors. Local and regional companies often align themselves with other smaller distributors through purchasing cooperatives and marketing groups, with the goal of enhancing their geographic reach, private label offerings, overall purchasing power, cost efficiencies and ability to meet customer distribution requirements. These suppliers may also rely on local presence as a source of competitive advantage, and they may have lower costs and other competitive advantages due to geographic proximity. Furthermore, barriers to entry by new competitors, or geographic or product line expansion by existing competitors, are low. Additionally, increased competition from non-traditional sources (such as club stores and commercial wholesale outlets with lower cost structures), online direct food wholesalers, cash and carry operations, and competitors that are utilizing technology, including artificial intelligence and machine learning technologies, have served to further increase pressure on the industry’s profit margins. Continued margin pressure within the industry may have a material adverse effect on our results of operations.

Moreover, some of our customers purchase their products from us through group purchasing organizations (GPOs) in an effort to lower the prices paid by these customers on their foodservice orders. GPOs have a relatively larger presence in the healthcare, lodging and foodservice management customer segments. If these GPOs are able to add a significant number of our customers as members, our business, financial condition and results of operations may be adversely affected.

Finally, demand for food-away-from-home products is volatile and price sensitive, imposing limits on our customers’ ability to absorb cost increases. New and increasing competitive sources may result in increased focus on pricing and on

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limiting price increases or may require increased discounting or other concessions. Such competition or other industry pressures may result in margin erosion and/or make it difficult for us to attract and retain customers.

If we are unable to effectively differentiate ourselves from our competitors, our results of operations could be adversely impacted. In addition, even if we are able to effectively differentiate ourselves, we may only be able to do so through increased expenditures or decreased prices, which could also adversely impact our results of operations.

Business and Operational Risks

Conditions beyond our control can interrupt our supplies, increase our product costs and impair our ability to deliver products and services to our customers, any of which could adversely affect our business, results of operations and financial condition.

We obtain substantially all of our foodservice and related products from third-party suppliers. Although our purchasing volume can provide benefits when dealing with suppliers, suppliers may not be able to provide the foodservice products and supplies that we need due to conditions outside of their control. We are also subject to delays caused by interruptions in production and increases in product costs based on conditions outside of our control. These conditions include shortages of qualified labor for our suppliers, work slowdowns, work interruptions, strikes or other job actions by employees of suppliers, short-term weather conditions or more prolonged climate change, crop and other agricultural conditions, water shortages, transportation interruptions (such as shortages of ocean cargo containers), unavailability of fuel or increases in fuel costs, product recalls, competitive demands, civil insurrection or social unrest, terrorist attacks or international hostilities (such as ~~the~~ongoing ~~invasion~~military ofconflicts), ~~Ukraine~~changes byin ~~Russia~~trade relations and ~~the~~policies, ~~Israel-Hamas~~including ~~War)~~tariffs, retaliatory tariffs and other trade barriers, and natural disasters, epidemics, pandemics or other human or animal disease outbreaks or other catastrophic events (including, but not limited to, foodborne illnesses). Many of these conditions outside of our control could also impair our ability to provide our products and services to our customers or increase the cost of doing so. We cannot predict with certainty the extent that our operations may continue to be impacted by any similar effects of public health crises, pandemics, or epidemics on us or on our business partners, suppliers and customers. Customer demand is currently outpacing available supply in certain categories. Certain suppliers are struggling to meet demand for our orders and may also be affected by higher costs to source or produce and transport products, which impairs our ability to deliver products and services to our customers. Prolonged future supply shortages could have an adverse effect on our financial condition and results of operations.

Further, increased frequency, severity, or duration of extreme weather conditions or other natural or man-made disasters, which may be from climate change, could also impair production capabilities, disrupt our supply chain or adversely affect demand for our products. At any time, input costs could increase for a prolonged period for a large portion of the products that we sell. Additionally, we procure products from suppliers outside of the U.S., and we are subject to the risks associated with political or financial instability, military conflict, trade restrictions, tariffs, currency exchange rates, transport capacity and costs and other factors relating to foreign trade, including health and safety restrictions related to epidemics and pandemics, any or all of which could delay our receipt of products or increase our input costs.

In addition, as a foodservice distributor, it is necessary for us to maintain an inventory of products. Declines in product pricing levels between the time we purchase a product from our suppliers and the time we sell the product to our customers could reduce our margin on that inventory, adversely affecting our results of operations.

Climate change and other social and governance matters, oras well as the legal, regulatory or market measures being implemented to address ~~climate~~such ~~change~~matters, may have an adverse impact on our business, results of operations and financial condition.

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

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time to time we establish and publicly announce goals and commitments related to ~~corporate~~sustainability ~~social responsibility~~ 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 ~~strongly~~to continue to encourage suppliers ~~representing~~to ~~67%~~reduce of Scope 3 emissions (focusing on purchased goods and services and upstream transportation suppliers) ~~to set science-based targets by 2026~~. 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 ~~carbon~~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.

In addition, methodologies for reporting climate-related information may change and previously reported information may be adjusted to reflect new reporting protocols or regulations, improvements in the availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations and other changes in circumstances. Our processes and controls for reporting climate-related information across our operations are evolving along with multiple disparate standards for identifying, measuring and reporting sustainability metrics, including disclosures that may be required by the SEC, European and other regulators, such as the Corporate Sustainability Reporting Directive (CSRD) in the European Union and the California Climate Accountability Package, and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or our ability to achieve such goals in the future.

Adverse publicity about us or lack of confidence in our products could negatively impact our reputation and reduce earnings.

Maintaining a good reputation and public confidence in the safety of the products we distribute is critical to our business. Our brand names, trademarks, logos and reputation are powerful sales and marketing tools, and we devote significant resources to promoting and protecting them. Anything that damages our reputation or public confidence in our products, whether or not justified, could tarnish our reputation and diminish the value of our brand, which could adversely affect our results of operations, and require additional resources to rebuild our reputation and restore the value of our brand. The increased use of social media may increase the likelihood and magnitude of negative publicity across media channels, regardless of its accuracy or the reputability of its source, including as a result of fictitious media content (such as content produced by generative artificial intelligence or bad actors). In addition, it may be difficult to address such negative publicity across media channels.

Reports, whether true or not, of foodborne illnesses or injuries caused by food tampering could also severely injure our reputation or reduce public confidence in our products. If patrons of our restaurant customers were to become ill from foodborne illnesses, our customers could be forced to temporarily close restaurant locations, which would have an adverse effect on our sales and profitability. InWe ~~addition~~also risk damage to our reputation if we fail to act responsibly in a number of other areas such as worker safety and welfare, human capital management, inclusion, environmental stewardship, support for local communities, and corporate governance and transparency. Any adverse publicity about regulatory or legal action against us could damage our reputation and image, undermine our customers’ confidence in us and reduce short-term or long-term demand for our products and services, even if the regulatory or legal action is unfounded or not material to our operations. Any of these developments or circumstances could adversely affect our results of operations.

Our relationships with long-term customers may be materially diminished or terminated, which could adversely affect our business, financial condition and results of operations.

We have long-standing relationships and agreements with a number of our customers. Some of our customer agreements are terminable upon written notice by either us or the customer, which provides some customers with the opportunity to renegotiate their contracts with us on less favorable terms or to award more business to our competitors. Market competition, customer requirements, customer financial condition and customer consolidation through mergers or acquisitions also could adversely affect our ability to continue or expand these relationships. 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. The loss of one or more of our major customers could adversely affect our business, financial condition, and results of operations.~~

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customers might owe us. The loss of one or more of our major customers could adversely affect our business, financial condition, and results of operations.

Our anticipated change to the mix of locally managed customers versus multi-unit customers could reduce our gross and operating margins.

Gross margin from our multi-unit customers, which includes primarily national and regional casual dining and quick service restaurant chains, is generally lower than that of our locally managed customers because we typically sell higher volumes of products to multi-unit customers and provide a relatively lower level of value-added services than we do to locally managed customers. If sales to our locally managed customers do not grow at the same (or a greater) rate as sales to our multi-unit customers, our operating margins could decline. ~~For example, the COVID-19 pandemic generally negatively affected multi-unit customers less than locally managed customers.~~

If our sales to multi-unit customers were to continue to increase at a faster pace of growth than sales to our locally managed customers, we will become more dependent on multi-unit customers, as they begin to represent a greater proportion of our total sales. Therefore, a future loss of sales to the larger of these multi-unit customers could have a material negative impact on our results of operations and financial condition. Additionally, as a result of our greater dependence on these customers, these customers could pressure us to lower our prices and/or offer expanded or additional services at the same prices. In that event, if we were unable to achieve additional cost savings to offset these price reductions and/or cost increases, our results of operations could be materially adversely affected. We may be unable to change our cost structure and pricing practices rapidly enough to successfully compete in such an environment.

Changes in consumer eating habits could materially and adversely affect our business, financial condition, and results of operations.

Changes in consumer eating habits (such as a decline in consuming food away from home, a decline in portion sizes, or a shift in preferences toward restaurants that are not our customers) could reduce demand for our products. Consumer eating habits could be affected by a number of factors, including changes in attitudes regarding diet and health (including shifting preferences for sustainable, organic and locally grown products, as well as alternative proteins) or new information regarding the health effects of consuming certain foods.

Changing consumer eating habits also occur due to generational shifts. Millennials, the largest demographic group in terms of consumer spending, seek new and different, as well as more ethnic, menu options and menu innovation. If consumer eating habits change significantly, we may be required to modify or discontinue sales of certain items in our product portfolio, and we may experience higher costs and/or supply shortages associated with our efforts to accommodate those changes as our suppliers adapt to new eating preferences. Changing consumer eating habits may reduce the frequency with which consumers purchase meals outside of the home. Additionally, changes in consumer eating habits may result in the enactment or amendment of laws and regulations that impact the ingredients and nutritional content of our food products, or laws and regulations requiring us to disclose the nutritional content of our food products. Compliance with these laws and regulations, as well as others regarding the ingredients and nutritional content of our food products, may be costly and time-consuming. We 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.

Expanding into new markets and complementary lines of business presents unique challenges and may not be successful, and failure to successfully expand may adversely affect the implementation of our business strategy.

An element of our strategy includes further expansion of operations into new markets and the establishment of new procurement organizations. Our ability to successfully operate in these new markets may be adversely affected by political, economic and social conditions beyond our control, public health crises, epidemics and pandemics, local laws and customs, and legal and regulatory constraints, including compliance with applicable anti-corruption and currency laws and regulations, of the countries or regions in which we currently operate or intend to operate in the future. Risks inherent in such expansion also include, among others, the costs and difficulties of identifying and gaining access to local suppliers, suffering possible adverse tax consequences from changes in tax laws or the unfavorable resolution of tax assessments or audits, maintaining product quality and greater difficulty in enforcing intellectual property rights.

Our business strategy also includes the possibility of expansion into businesses that are closely related or complementary to, but not currently part of, our core foodservice distribution business. Our ability to successfully operate in these complementary business markets may be adversely affected by legal and regulatory constraints, including compliance with regulatory programs to which we become subject. Risks inherent in branching out into such complementary markets also

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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.

Changes in applicable tax laws or regulations and the resolution of tax disputes could negatively affect our financial results.

As a multinational corporation, we are subject to income taxes, as well as non-income-based taxes, in both the U.S. and various foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. Changes in tax laws or tax rulings may have a significant adverse impact on our effective tax rate. For example:

•The U.S. and many countries where we do business are actively considering or have recently enacted changes in relevant tax, accounting and other laws, regulations and interpretations, including changes to tax laws applicable to corporate multinationals.

•On October 8, 2021, the Organization for Economic Co-operation and Development (OECD) announced the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting, which provides for a two-pillar solution to address tax challenges arising from the digitalization of the economy. Pillar One expands a country’s authority to tax profits from companies that make sales into their country but do not have a physical location in the country. Pillar Two includes an agreement on international tax reform, including rules to ensure that large corporations pay a minimum rate of corporate income tax. On December 20, 2021, the OECD released Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large corporations at a minimum rate of 15%. ~~For~~On ~~Sysco~~January 20, ~~Pillar~~2025, ~~Two~~President ~~will~~Trump beissued ~~effective~~executive atorders that the ~~beginning~~OECD Global Tax Deal has no force and effect in the U.S., and to investigate foreign countries’ compliance with tax treaties and to prepare a list of ~~fiscal~~options ~~2025~~for protective measures the U.S. should adopt in response. Our analysis is ongoing as the OECD continues to release additional guidance, countries enact legislation, and the potential U.S. response. To the extent additional legislative changes take place in the countries in which we operate, it is possible that these changes may yield an adverse impact on our effective tax rate, financial results. and cash flows.

Further, in the ordinary course of a global business, there are many intercompany transactions and calculations where the ultimate tax determination could change if tax laws or tax rulings were to be modified. We are also subject to non-income-based taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes, in both the U.S. and various foreign jurisdictions. 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.

Given the unpredictability of possible further changes to the U.S. or foreign tax laws and regulations and their potential interdependency, it is very difficult to predict the cumulative effect of such tax laws and regulations on our results of operations and cash flow, but such laws and regulations (and changes thereto) could adversely impact our financial results.

Additionally, we are subject to regular review and audit by both domestic and foreign tax authorities as well as to the prospective and retrospective effects of changing tax regulations and legislation. Although we believe our tax estimates are reasonable, the ultimate tax outcome may materially differ from the tax amounts recorded in our Consolidated Financial Statements and may materially affect our income tax provision, net income, or cash flows in the period or periods for which such determination and settlement occurs.

If our products are alleged to have caused injury, illness, or ~~illness~~death, or to have failed to comply with governmental regulations, we may need to recall or withdraw our products and may experience product liability claims.

We, like any other foodservice distributor, have been and may continue to be subject to product recalls, including voluntary recalls or withdrawals, if the products we distribute have been shown to or are alleged to have caused injury, illness, or ~~illness~~death, to have been mislabeled, misbranded, or adulterated or to otherwise have violated applicable governmental regulations. We may also choose to voluntarily recall or withdraw products that we determine do not satisfy our quality standards, in order to protect our brand and reputation. Any ~~future~~ product recall or withdrawal, whether as a result of injury, illness or death or otherwise and that results in substantial and unexpected expenditures, destruction of product inventory, damage to our reputation and/or lost sales due to the unavailability of the product for a period of time could materially adversely affect our results of operations and financial condition.

WeIn 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 ~~illness~~death. We cannot be sure that consumption of our products will not cause a health-related illness in the future or that we will not be subject to claims or lawsuits relating to such matters. Further, even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential customers and our corporate and brand image. Umbrella liability insurance that we maintain for product liability claims may not continue to be available at a reasonable cost or, if available, may not be adequate to cover all of our liabilities. We generally seek contractual indemnification and insurance coverage from parties supplying our products, but this indemnification or insurance coverage is limited, as a practical matter, to

1415

our products will not cause a health-related illness, injury or death in the future or that we will not be subject to claims or lawsuits relating to such matters. Further, even if a product liability claim is false, untrue, unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness, injury or death could adversely affect our reputation with existing and potential customers and our corporate and brand image. Umbrella liability insurance that we maintain for product liability claims may not continue to be available at a reasonable cost or, if available, may not be adequate to cover all of our liabilities. We generally seek contractual indemnification and insurance coverage from parties supplying our products, but this indemnification or insurance coverage is limited, as a practical matter, to the creditworthiness of the indemnifying party and the insured limits of any insurance provided by suppliers. If we do not have adequate insurance or contractual indemnification available (or if such indemnitor is unable to fulfill its indemnity obligations for whatever reason), product liability relating to defective products or claims could materially adversely affect our results of operations and financial condition.

If we fail to comply with requirements imposed by applicable law or other governmental regulations, we could become subject to lawsuits, investigations and other liabilities and restrictions on our operations that could materially adversely affect our business.

We are subject to various federal, state, provincial, regional and local laws, rules and regulations, including the Foreign Corrupt Practices Act and other anti-bribery laws, anti-money laundering laws, import restrictions, responsible sourcing, and sanctions programs, in the countries in which we operate with respect to many aspects of our business, such as food safety and sanitation, ethical business practices, transportation, minimum wage, overtime, wage payment, wage and hour and employment discrimination, immigration, human health and safety. Due to the services we provide in connection with governmentally funded entitlement programs, we are also subject to additional laws and regulations. For a detailed discussion of the laws and regulations to which our business is subject, please refer to “Business – Government Regulation” in Part I, Item 1 of this Annual Report on Form 10-K.

From time to time, both federal and state governmental agencies conduct audits of various aspects of our operations, as part of investigations of providers of services under governmental contracts, or otherwise. We also receive requests for information from governmental agencies in connection with these audits. While we attempt to comply with all applicable laws and regulations, we may not be in full compliance with all applicable laws and regulations or interpretations of these laws and regulations at all times; moreover, we may not be able to comply with all future laws, regulations or interpretations of these laws and regulations.

If we fail to comply with applicable laws and regulations or encounter disagreements with respect to our contracts subject to governmental regulations, including those referred to above, we may be subject to investigations, criminal sanctions or civil remedies, including fines, injunctions, prohibitions on exporting, or seizures or debarments from contracting with such government. The cost of compliance or the consequences of non-compliance, including debarments, could have an adverse effect on our results of operations. In addition, governmental units may make changes in the regulatory frameworks within which we operate that may require us to incur substantial increases in costs in order to comply with such laws and regulations.

We may incur significant costs to comply with environmental laws and regulations, and we may be subject to substantial fines, penalties or third-party claims for non-compliance.

Our operations are subject to various federal, state, provincial, regional and local laws, rules and regulations in the various countries in which we operate relating to the protection of the environment, including those governing:

•the discharge of pollutants into the air, soil, and water;

•the management and disposal of solid and hazardous materials and wastes;

•employee exposure to hazards in the workplace; and

•the investigation and remediation of contamination resulting from releases of petroleum products and other regulated materials.

In the course of our operations, we: operate, maintain and fuel fleet vehicles; store fuel on-site in above and underground storage tanks; operate refrigeration systems; and use and dispose of hazardous substances and food wastes. We could incur substantial costs, including fines or penalties and third-party claims for property damage or personal injury, as a result of any violations of environmental or workplace safety laws and regulations or releases of regulated materials into the environment. In addition, we could incur substantial investigation, remediation or other costs related to environmental conditions at our currently or formerly owned or operated properties.

For example, most of our distribution facilities have ammonia-based refrigeration systems and tanks for the storage of diesel fuel and other petroleum products, which are subject to laws regulating such systems and storage tanks (including the investigation and remediation of soil and groundwater contamination associated with the use of underground storage tanks). Certain of these laws and regulations in the EU may impose liability for costs of investigation or remediation of contamination (which could be material), regardless of fault or the legality of the original disposal, even if such contamination was present prior to the commencement of our operations at the site and was not caused by our activities. In addition, many of our facilities have propane and battery-powered forklifts. Proposed or recently enacted legal requirements, such as those requiring the phase-16

15For example, most of our distribution facilities have ammonia-based refrigeration systems and tanks for the storage of diesel fuel and other petroleum products, which are subject to laws regulating such systems and storage tanks (including the investigation and remediation of soil and groundwater contamination associated with the use of underground storage tanks). Certain of these laws and regulations in the EU may impose liability for costs of investigation or remediation of contamination (which could be material), regardless of fault or the legality of the original disposal, even if such contamination was present prior to the commencement of our operations at the site and was not caused by our activities. In addition, many of our facilities have propane and battery-powered forklifts. Proposed or recently enacted legal requirements, such as those requiring the phase-out of certain ozone-depleting substances, and proposals for the regulation of greenhouse gas emissions, may require us to upgrade or replace equipment, or may increase our transportation or other operating costs.

out of certain ozone-depleting substances, and proposals for the regulation of greenhouse gas emissions, may require us to upgrade or replace equipment, or may increase our transportation or other operating costs.

If we are unable to finance and integrate acquired businesses effectively, our earnings per share could be materially adversely affected.

Historically, a portion of our growth has come through acquisitions. If we are unable to integrate acquired businesses successfully or realize anticipated economic, operational and other benefits and synergies in a timely manner, our results of operations may be materially adversely affected. Integration of an acquired business may be more difficult when we acquire a business in a market in which we have limited expertise, or with a culture different from Sysco’s.

A significant expansion of our business and operations, in terms of geography or magnitude, could strain our administrative and operational resources. Significant acquisitions may also require the issuance of material additional amounts of debt or equity, which could materially alter our debt-to-equity ratio, increase our interest expense and decrease earnings per share, and make it difficult for us to obtain favorable financing for other acquisitions or capital investments. In addition, our failure to implement effective internal control over financial reporting and disclosure controls and procedures with respect to a significant acquired business could result in material weaknesses and/or a failure to file our periodic reports with the Securities and Exchange Commission on a timely basis.

We rely on technology in our business, and any cybersecurity incident, other technology disruption or delay in implementing new technology could negatively affect our business and our relationships with customers.

We use technology in substantially all aspects of our business operations, and our ability to serve customers most effectively depends on the reliability of our technology systems. We use software and other technology systems, among other things, to generate and select orders, to load and route trucks, to make purchases, to manage our warehouses and to monitor and manage our business on a day-to-day basis. We also use mobile devices, social networking and other online platforms to connect with our employees, suppliers, business partners and customers. Further, our business involves the storage and transmission of numerous classes of sensitive and/or confidential information and intellectual property, including customers’ and suppliers’ personal information, private information about employees and financial and strategic information about us and our business partners. This sensitive and/or confidential information and intellectual property are stored on information technology systems controlled by us, as well as systems controlled by third parties, such as our service providers.

These technology systems and the operation thereof are vulnerable to disruption from circumstances beyond our control, including fire, natural disasters, power outages, systems failures, security breaches, espionage, cyber-attacks, viruses, theft and inadvertent release of information. In the normal course of business, we and our third-party providers experience cybersecurity threats and incidents of varying degrees from time-to-time, including ransomware, ransom-related extortion, and phishing attacks, as well as distributed denial of service attacks and the theft of data. Cyber threats are constantly evolving, are becoming more sophisticated and frequent, including through the introduction of viruses and malware (such as ransomware) and the use of artificial intelligence by the threat actors, and are being made by groups and individuals with a wide range of expertise and motives, and this increases the difficulty of detecting and successfully defending against them. For example, ~~as disclosed~~ in ~~our Quarterly Report on Form 10-Q for our third quarter of fiscal 2023, in~~ March 2023, Sysco became aware of a cybersecurity event perpetrated by a threat actor believed to have begun inearlier ~~January~~that ~~2023~~year. Immediately upon detection, Sysco initiated an investigation, with the assistance of cybersecurity and forensics professionals, determining that the threat actor had extracted certain company data, including data relating to operation of the business, customers, employees and personal data. This data extraction did not impact Sysco’s operational systems and related business functions, and its service to customers continued uninterrupted. Sysco also notified federal law enforcement and provided other required notifications. To date, cybersecurity incidents have not had a material impact on our financial condition, results of operations or liquidity. However, there is no assurance that there will not be a material adverse effect in the future, especially if, for example, the amount of insurance coverage we maintain is not sufficient to cover claims or liabilities relating to an incident.

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 intellectual property (including personal information in violation of one or more privacy laws); loss of revenue; reputational and brand damage; and potential liability, including litigation or other legal actions against us or the imposition by governmental authorities of penalties, fines, fees or liabilities, which, in turn, could cause us to incur significantly increased cybersecurity protection and remediation costs and the loss of customers. In addition, if our suppliers or customers experience such a breach or unauthorized disclosure or system failure, their businesses could be disrupted or otherwise negatively affected. This may result in a disruption in our supply chain or reduced customer orders, which would adversely affect our business operations. We

1617

intellectual property (including personal information in violation of one or more privacy laws); loss of revenue; reputational and brand damage; and potential liability, including litigation or other legal actions against us or the imposition by governmental authorities of penalties, fines, fees or liabilities, which, in turn, could cause us to incur significantly increased cybersecurity protection and remediation costs and the loss of customers. In addition, if our suppliers or customers experience such a breach or unauthorized disclosure or system failure, their businesses could be disrupted or otherwise negatively affected. This may result in a disruption in our supply chain or reduced customer orders, which would adversely affect our business operations. We have also outsourced several information technology support services and administrative functions to third-party service providers, including cloud-based service providers, and may outsource other functions in the future to achieve cost savings and efficiencies. If these service providers do not perform effectively due to breach or system failure, we may not be able to achieve the expected benefits and our business may be disrupted.

Many of our employees, contractors and other corporate partners now work remotely, increasing reliance on information technology systems that are outside our direct control. These systems are potentially vulnerable to cyber-based attacks and security breaches. In addition, through the use of social engineering, cyber criminals are increasing their attacks on individual employees with business email compromise scams and targeted phishing attacks designed to trick victims into transferring sensitive data or funds, or steal credentials that compromise information systems.

The actions and controls we have implemented and are implementing to date, or which we seek to cause or have caused third-party providers to implement, may be insufficient to protect our systems, information or other intellectual property. Further, we anticipate continuing to devote significant resources to maintaining and upgrading our security measures generally, including those we employ that are designed to protect personal information against these cybersecurity threats.

Further, as we pursue our strategy to grow through acquisitions and to pursue new initiatives that improve our operations and cost structure, we are also expanding and improving our information technologies, resulting in a larger technological presence and corresponding exposure to cybersecurity risk. Failure to adequately assess and identify cybersecurity risks associated with acquisitions and new initiatives could increase our vulnerability to such risks.

Our efforts to prevent security breaches and cybersecurity incidents, and to implement effective disaster recovery plans, may not be entirely effective to insulate us from technology disruption or protect us from adverse effects on our results of operations. Additionally, information technology systems continue to evolve and, in order to remain competitive, we must implement new technologies in a timely and efficient manner. For example, we may incorporate emerging artificial intelligence solutions into our platform, offerings, services and features, and these applications may become important in our operations over time. Our failure to implement timely and/or successfully new technologies, including artificial intelligence, may adversely affect our competitiveness and, consequently, our results of operations.

Our growing use of artificial intelligence systems in our operations poses inherent risks and could adversely affect our results of operations.

We have 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 their operation and effectiveness. For example, we have incorporated artificial intelligence and/or generative artificial intelligence to manage inventory, optimize warehouse logistics, route customer deliveries more efficiently and enable more analytics for our sales consultants. Flaws, breaches or malfunctions in these systems could lead to operational disruptions, data loss, or erroneous decision-making, impacting our operations, financial condition and reputation. Legal challenges may arise, including cybersecurity incidents, non-compliance with data protection regulations, and lack of transparency. The legal and regulatory landscape and industry standards surrounding artificial intelligence technologies is rapidly evolving and remains uncertain, and compliance may impose significant operational costs and may limit our ability to develop, deploy or use artificial intelligence technologies. Furthermore, the deployment of artificial intelligence systems could expose us to increased cybersecurity threats, such as data breaches and unauthorized access leading to financial losses, legal liabilities, and reputational damage. We also face competitive risks if we fail to adopt artificial intelligence or other machine-learning technologies in a timely manner.

Our failure to comply with data privacy regulations could adversely affect our business.

Data privacy laws and the regulatory activity associated therewith, continue to evolve across most jurisdictions in which we operate. Given the complexity of these laws, uncertainty regarding their interpretation, application, and enforcement and the often-onerous requirements they place on businesses regarding the collection, storage, handling, use, disclosure, transfer, and security of personal data, it is important for us to understand their impact and respond accordingly. Failure to ~~comply with data privacy laws can result in substantial fines or penalties, legal liability and / or reputational damage and litigation.~~

In the UK and Europe, the General Data Protection Regulation (the GDPR), which came into effect in 2018, places stringent requirements on companies when handling personal data. There continues to be a growing trend of other countries adopting similar laws. 18

17comply with data privacy laws can result in substantial fines or penalties, legal liability and / or reputational damage and litigation.

~~Additionally,~~In ~~there~~the ~~continues~~UK toand beEurope, ~~significant uncertainty with respect to~~ the ~~California~~General ~~Consumer~~Data ~~Privacy~~Protection ~~Act~~Regulation ~~of 2018~~ (the ~~CCPA~~GDPR), ~~which~~places ~~went~~stringent ~~into~~requirements ~~effect~~ on ~~January 1, 2020, and imposes additional obligations on~~ companies ~~regarding~~when ~~the~~ handling of personal ~~information~~data and ~~provides~~local ~~certain~~regulatory ~~individual~~guidance ~~privacy~~continues ~~rights~~ to ~~persons whose information is collected~~evolve. ~~Both~~For ~~the~~instance, ~~GDPR~~in ~~and~~ 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~~UK, the ~~California~~adoption ~~Privacy~~of ~~Rights Act (~~the ~~CPRA),~~Data ~~which~~Use ~~was~~and ~~approved~~Access byAct ~~California~~may ~~voters~~require asmore alocalized ~~ballot~~data ~~initiative~~storage infacilities ~~November 2020, modifies the CCPA significantly, further enhancing~~ and ~~extending~~could animpact ~~individual’s~~how ~~rights~~we ~~over~~segregate ~~their~~ personal data ~~and~~between ~~the obligations placed on companies that handle this data~~markets. ~~The~~There ~~resulting~~also ~~new~~continues ~~regulations~~to ~~became~~be ~~effective~~a ongrowing ~~January~~trend 1,of ~~2023.~~other ~~Most~~countries ~~notably,~~adopting ~~employee~~similar ~~and~~laws ~~business data were brought into scope,~~ which ~~raises~~we ~~the~~will ~~compliance~~have ~~requirements~~to ~~for~~assess usand ~~significantly,~~understand in ~~terms~~order ofto ~~internal~~implement ~~controls,~~required ~~processes and governance requirements~~changes.

~~Furthermore~~Additionally, ~~since~~both ~~2020,~~the ~~numerous~~GDPR ~~other~~and ~~U.S.~~the ~~states~~California ~~have~~Consumer ~~enacted,~~Privacy orAct ~~are~~of ~~considering~~2018 ~~more~~(the ~~stringent~~CCPA) ~~privacy~~are ~~laws,~~continuously ~~which~~evolving ~~may~~and ~~impose~~developing ~~varying standards~~ and ~~requirements~~may onbe ~~our~~interpreted ~~data collection, use~~ and ~~processing~~applied ~~activities.~~differently ~~Continued~~from ~~state~~jurisdiction ~~by state introduction of privacy laws can be expected~~ to ~~lead~~jurisdiction toand ~~significantly~~may ~~greater~~create ~~complexity~~inconsistent ~~in our compliance requirements globally, which could result in complaints from data subjects and/~~or ~~action~~conflicting ~~from regulators and potential litigation claims~~requirements. IfFor weexample, dothe ~~not~~California ~~provide~~Privacy ~~sufficient~~Rights ~~resources~~Act to(the ~~ensure~~CPRA) wemodifies ~~are~~the ~~able~~CCPA ~~to respond~~significantly, ~~adapt~~further enhancing and ~~implement~~extending ~~the~~an ~~necessary~~individual’s ~~requirements~~rights toover ~~respond,~~their orpersonal wedata doand ~~not respond sufficiently to~~ the ~~various~~obligations ~~forthcoming~~placed ~~changes,~~on ~~which~~companies ~~could~~that ~~include~~handle ~~federal~~this data. ~~privacy~~The ~~requirements~~resulting innew ~~the~~regulations ~~US,~~became ~~while~~effective ~~continuing~~on toJanuary ~~maintain~~1, ~~our~~2023. ~~compliance~~Most ~~with global data privacy laws~~notably, ~~this~~employee ~~could adversely impact our reputation~~ and webusiness ~~could~~data ~~face~~were ~~exposure~~brought tointo ~~fines~~scope, ~~levied~~which byraises ~~regulators~~the ~~and~~compliance ~~class~~requirements ~~action~~for ~~and~~us ~~similar litigation risks~~significantly, ~~which~~in ~~could~~terms ~~have~~of ainternal ~~significant~~controls, ~~financial~~processes ~~impact~~and ongovernance ~~our business~~requirements.

Furthermore, state-level momentum continues to increase as numerous other U.S. states have enacted, or are considering more stringent privacy laws, which may impose varying standards and requirements on our data collection, use and processing activities. Continued state by state introduction of privacy laws can be expected to lead to significantly greater complexity in our compliance requirements globally, which could result in complaints from data subjects and/or action from regulators and potential litigation claims. If we do not provide sufficient resources to ensure we are able to respond, adapt and implement the necessary requirements to respond, or we do not respond sufficiently to the various forthcoming changes, which could include federal data privacy requirements in the US, while continuing to maintain our compliance with global data privacy laws, this could adversely impact our reputation and we could face exposure to fines levied by regulators and class action and similar litigation risks, which could have a significant financial impact on our business.

Our level of indebtedness and the terms of our indebtedness could adversely affect our business and liquidity position.

As described in Note 12, “Debt and Other Financing Arrangements,” in the Notes to Consolidated Financial Statements in Item 8, as of June 2928, ~~2024~~2025, we had approximately $1213.03 billion of total indebtedness, which primarily includes our outstanding senior notes. Additionally, we have the ability to borrow under our revolving credit facility, which supports our U.S. commercial paper program.

Our level of indebtedness could have important consequences for us, including:

•limiting our ability to obtain additional financing, if needed, for working capital, capital expenditures, acquisitions, debt service requirements or other purposes;

•increasing our vulnerability to adverse economic, industry or competitive developments;

•limiting our flexibility in planning for, or reacting to, changes in our business and our industry; and

•placing us at a competitive disadvantage compared to our competitors that have less debt.

Our indebtedness may increase from time to time for various reasons, including fluctuations in operating results, working capital needs, capital expenditures, potential acquisitions, joint ventures and/or share repurchase programs. Our level of indebtedness and the ultimate cost of such indebtedness could have a negative impact on our liquidity, cost of future debt financing and financial results, and our credit ratings may be adversely affected as a result of the incurrence of additional indebtedness. A significant downgrade in our credit ratings or adverse conditions in the capital markets may increase the cost of borrowing for us or limit our access to capital. In the future, our cash flow and capital resources may not be sufficient for payments of interest on and principal of our debt, and any alternative financing measures available may not be successful and may not permit us to meet our scheduled debt service obligations.

Of the $13.3 billion of total indebtedness, $1.75 billion will mature within the next twelve months. We expect to fund the repayment of this debt using a combination of cash flows from operations and the proceeds from issuances of commercial paper and long-term debt, however there can be no assurance that we will be able to refinance this indebtedness on terms that are favorable to the company, or at all, due to market conditions, our operating performance, investor sentiment, and risks impacting financial institutions and the credit markets more broadly. A failure to refinance such indebtedness on favorable terms, or at all, could adversely affect our business and liquidity position.

We may be required to pay material amounts under multiemployer defined benefit pension plans, which could adversely affect our financial condition, results of operations and cash flows.

We contribute to several multiemployer defined benefit pension plans based on obligations arising under collective bargaining agreements covering union-represented employees. In fiscal ~~2024~~2025, our total contributions to these plans were approximately $6366 million. The costs of providing benefits through such plans have increased in recent years. The amount of any increase or decrease in our required contributions to these multiemployer plans will depend upon many factors, including collective bargaining negotiations, actions taken by trustees who manage the plans, government regulations, changes in the funded status of these plans and the potential payment of a withdrawal liability if we, for any reason, cease to have an ongoing obligation to contribute to a given plan. Based upon the information available to us from the administrators of these plans, none of these plans have assets sufficient to fully pay their liabilities, and therefore all such plans have unfunded vested benefits. Increases in the unfunded liabilities of these plans may result in increased future contribution obligations imposed on us and on other participating employers. Under federal law, significant underfunding experienced by a given plan generally results in increased contribution obligations in the form of surcharges and supplemental contribution obligations. Our risk of such increased payments may be greater if any of the participating employers in these underfunded plans withdraws from a given plan due to insolvency and is not able to contribute an amount sufficient to fund the unfunded liabilities associated with its participants in the plan. We could also be treated as partially withdrawing from participation in one of these plans if the number of our employees participating in a given plan is reduced to a certain percentage over a certain period of time, or if we cease to have an obligation to contribute under one or more, but fewer than all, of the collective bargaining agreements that require us to make contributions to a particular plan. Such reductions in the number of employees participating in these plans could occur as a result of changes in our business operations, such as facility closures or consolidations. We estimate our share of the aggregate withdrawal liability on the multiemployer plans in which we participate could have been as much as $150 million as of August 5, 2025. This estimate is based on the information available from plan administrators, which had valuation dates between February 1, 2020 and December 31, 2024. As the valuation dates for all of the plans were between February 1, 2020 and December 31, 2024, the company’s estimate reflects the condition of the financial markets as of this date range. Due to the lack of current information, management believes Sysco’s current share of the withdrawal liability could materially differ from this estimate. A significant increase in funding requirements could adversely affect our financial condition, results of operations and cash flows.

increased contribution obligations in the form of surcharges and supplemental contribution obligations. Our risk of such increased payments may be greater if any of the participating employers in these underfunded plans withdraws from a given plan due to insolvency and is not able to contribute an amount sufficient to fund the unfunded liabilities associated with its participants in the plan. We could also be treated as partially withdrawing from participation in one of these plans if the number of our employees participating in a given plan is reduced to a certain percentage over a certain period of time, or if we cease to have an obligation to contribute under one or more, but fewer than all, of the collective bargaining agreements that require us to make contributions to a particular plan. Such reductions in the number of employees participating in these plans could occur as a result of changes in our business operations, such as facility closures or consolidations. We estimate our share of the aggregate withdrawal liability on the multiemployer plans in which we participate could have been as much as $141 million as of August 16, 2024. This estimate is based on the information available from plan administrators, which had valuation dates between February 1, 2020 and October 31, 2023. As the valuation dates for all of the plans were between February 1, 2020 and October 31, 2023, the company’s estimate reflects the condition of the financial markets as of this date range. Due to the lack of current information, management believes Sysco’s current share of the withdrawal liability could materially differ from this estimate. A significant increase in funding requirements could adversely affect our financial condition, results of operations and cash flows.

Our funding requirements for our company-sponsored qualified pension plan may increase should financial markets experience future declines, which could adversely affect our financial condition, results of operations and cash flows.

We had a pension obligation of $2.6 billion, as compared to assets totaling $2.5 billion, as of June 2928, ~~2024~~2025, both of which have sensitivity to financial market factors that could impact our funding requirements. See Note 14, “Company-Sponsored Employee Benefit Plans” in the Notes to Consolidated Financial Statements in Item 8 for a discussion of the funded status of the U.S. Retirement Plan. At the end of fiscal 2012, we decided to freeze future benefit accruals under our company-sponsored qualified pension plan (the U.S. Retirement Plan) as of December 31, 2012 for all U.S.-based salaried and non-union hourly employees. Effective January 1, 2013, these employees were eligible for additional contributions under an enhanced, defined contribution plan.

The amount of our annual contribution to the U.S. Retirement Plan is dependent upon, among other things, the returns on the U.S. Retirement Plan’s assets and discount rates used to calculate the plan’s liability. We have set an investment strategy that closely aligns the duration of the U.S. Retirement Plan’s assets with the duration of its liabilities. As a result, our U.S. Retirement Plan holds a greater amount of investments in fixed income securities, but also holds equity securities. Fluctuations in asset values can cause the amount of our anticipated future contributions to the plan to increase. The projected liability of the U.S. Retirement Plan will be impacted by the fluctuations of interest rates on high quality bonds in the public markets as these are inputs in determining our minimum funding requirements.

Failure to successfully renegotiate union contracts could result in work stoppages, which could have a material adverse effect on our business, financial condition and results of operations.

As of June 2928, ~~2024~~2025, we had approximately 7675,000 employees, approximately 1514% of whom were represented by unions, primarily the International Brotherhood of Teamsters and unions in France and Sweden. Approximately 1614% of our union employees are covered by collective bargaining agreements that are subject to renegotiation in fiscal ~~2025~~2026. Failure to effectively renegotiate these contracts could result in work stoppages. We believe our operating sites have good relationships with their unions, but a work stoppage due to failure of multiple operating subsidiaries to renegotiate union contracts could have a material adverse effect on our business, financial condition and results of operations.

Organization and Common Stock Risks

Our authorized preferred stock provides anti-takeover benefits that may not be viewed as beneficial to stockholders.

Under our Restated Certificate of Incorporation, our Board of Directors is authorized to issue up to 1,500,000 shares of preferred stock without stockholder approval. Issuance of these shares could make it more difficult for anyone to acquire Sysco without approval of our Board of Directors, depending on the rights and preferences of the stock issued. In addition, if anyone attempts to acquire Sysco without approval of our Board of Directors, the existence of this undesignated preferred stock could allow our Board of Directors to adopt a shareholder rights plan without obtaining stockholder approval, which could result in substantial dilution to a potential acquirer. As a result, hostile takeover attempts that might result in an acquisition of Sysco, which could otherwise have been financially beneficial to our stockholders, could be deterred.

Our amended and restated bylaws provide that the Court of Chancery of the State of Delaware will be the exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated bylaws provide that the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) is the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws, or any action asserting a claim against us that is governed by the internal affairs doctrine, except for any action (A) as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than such court, or (C) for which such court does not have subject matter jurisdiction.

This provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find this provision in our amended and restated bylaws to be inapplicable or unenforceable in any action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition and results of operations.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Cybersecurity Risk Management and Strategy

We use technology in substantially all aspects of our business operations, and our ability to serve customers effectively depends on the reliability of our technology systems. Greater use of technology and digitization in operations has delivered benefits to our business, while also exposing us and others in our industry to new vulnerabilities in corporate and operational systems. Additionally, our business operations leverage third-party vendors and systems, which makes us susceptible to various cyber threats.

The scale, scope, and complexity of our business raises a multitude of interdependent risks, which can vary over time. A primary responsibility of our leadership team, subject to oversight by our Board of Directors and specifically, our Board’s Technology Committee, is to design and implement processes to identify, prioritize, assess, monitor and manage enterprise-level risks associated with cybersecurity threats. We have a dedicated cybersecurity team that collaborates with compliance, privacy, legal, and other teams across the global organization to assess the cybersecurity risk landscape.

Our cybersecurity oversight function, which is led by our Chief Information Security Officer (CISO) and also includes our Chief Information Officer (CIO), Chief Executive Officer, Chief Financial Officer and General Counsel, directly oversees the cybersecurity and risk management process, which incorporates input from personnel from different functions, levels, and operating regions to support a high level of visibility and accountability throughout the company and to incorporate multiple vantage points on risks and potential mitigations. The cybersecurity oversight function meets at least quarterly to discuss key risks and to discuss mitigation strategies. The results of our cybersecurity team process are communicated to the leadership team and its risk & reputation committee (the RRC) at least quarterly.

The Technology Committee of the Board of Directors oversees cybersecurity risks and receives cybersecurity reports from our CISO and regularly conducts in-depth cybersecurity discussions. Our CIO and CISO have extensive experience in the areas of cybersecurity and risk management. Our CISO has more than 20 years of experience in Information Technology, including cybersecurity leadership roles. Our CIO, who oversees the cybersecurity team and reports directly to our Chief Executive Officer, has over 20 years of experience in information technology strategy, services, operations, risk and cybersecurity for large global enterprises.

Cybersecurity risks are included in the risk universe that the RRC evaluates, with input from information security subject matter experts at the company, to assess top risks to the enterprise. The RRC process provides input into our strategic planning process, such as development of action plans to address and mitigate identified risks. Integrating cybersecurity risk into the overall RRC process in this manner assists the company in identifying, assessing, and managing material cybersecurity risks.

Our cybersecurity program is designed to be aligned with applicable industry standards and is assessed regularly by internal and external cybersecurity experts. The multifaceted nature of our cybersecurity measures includes aspects of prevention, detection, and response capabilities, employee training programs, threat intelligence monitoring, and the implementation of an array of technologies. We have established processes to oversee and identify cybersecurity risks associated with the use of third-party service providers, which includes (i) the completion of due diligence before engaging with any third party, (ii) controls for response to mitigate any significant risks, and (iii) assessments and reviews during the course of the relationship. Additionally, we have ongoing partnerships with government and commercial cybersecurity experts to understand emerging cybersecurity threats.

We seek to detect and investigate suspected attacks against our network, products, and services, and to prevent their occurrence and recurrence where practicable through changes or updates to our internal processes and tools; however, we still remain potentially vulnerable to known or unknown threats. Our cyber incident response plan includes an escalation process if a cybersecurity incident meets specific rating criteria to trigger action designed to minimize potential disruptions and protect the integrity of our operations. The cyber incident response plan has been reviewed by external experts and is reviewed internally annually. We also conduct periodic cybersecurity tabletop exercises where we perform walkthroughs of cyber incident scenarios with senior management to test and enhance preparedness.

During the year ended June 2928, ~~2024~~2025, the company has not identified risks from cybersecurity threats, including as a result of prior cybersecurity incidents, that have materially affected or are reasonably anticipated to materially affect the company, including its business strategy, results of operations, or financial condition. Nevertheless, the company recognizes cybersecurity threats are ongoing and evolving and has seen an increase in cyberattack volume, frequency and sophistication. We are committed to supporting the governance and oversight of cybersecurity risks and to implementing mechanisms, controls, technologies, and processes designed to help the company assess, identify, and manage these risks. For more information on the company's cybersecurity risks, refer to Item 1A, “Risk Factors.”

Item 2. Properties

The table below shows the number of distribution facilities occupied by Sysco in each country and the aggregate square footage devoted to cold and dry storage as of June 2928, ~~2024~~2025.

Location	Number of Facilities	Square Feet(in thousands)	Segment Served (1)
Bahamas	1	192	I
Belgium	1	~~200~~18	I
Canada	28	4,~~250~~364	I, O
Costa Rica	1	188	I
France	4241	32,~~015~~902	I
Ireland and Northern Ireland	89	~~833~~867	I
Mexico	6	288	I
Panama	1	87	I
Panama	1	44	I
Sweden	7	1,395	I
Sweden	6	934	I
United Kingdom	41	2,591	I
United Kingdom	42	2,435	I
United States and its territories (2)	207	44,841	U, I, S, O
United States and its territories (2)	204	44,226	U, I, S, O
Totals	337	57,445
Totals	340	56,605

(1)			Segments served include U.S. Foodservice (U), International Foodservice (I), SYGMA (S), and Other (O).
(2)			California, Florida, Texas, and Illinois account for 27, 1820, 1516, and 12 respectively, of the facilities located in the U.S.

We own approximately 4038,~~100~~429,000 square feet of our distribution facilities (or 7066.89% of the total square feet), and the remainder is occupied under leases expiring at various dates from fiscal ~~2025~~2026 to fiscal ~~2050~~2099, exclusive of renewal options.

Within our Latin American operations, we operate 1718 cash and carry facilities and five warehouse and storage facilities in Costa Rica and six cash and carry facilities and one warehouse and storage facility in Panama.

We own our approximately 634,000 square foot headquarters office complex in Houston, Texas.

21We are currently constructing expansions or build-outs for various distribution facilities in the United States and Europe. The various operating sites undergoing significant construction, in the aggregate, contributed approximately 3% of fiscal 2025 sales.

WeAs ~~are~~of ~~currently~~June ~~constructing~~28, ~~expansions~~2025, orour ~~build-outs~~fleet ~~for~~of ~~various~~approximately ~~distribution~~19,000 ~~facilities~~delivery invehicles ~~the~~consisted ~~United~~of ~~States~~tractor and ~~Europe.~~trailer ~~The~~combinations, ~~various~~vans ~~operating~~and ~~sites~~panel ~~undergoing~~trucks, ~~significant~~most ~~construction,~~of inwhich are either wholly or partially refrigerated for the ~~aggregate,~~transportation ~~contributed~~of frozen or perishable foods. We own approximately 691% of ~~fiscal~~these ~~2024~~vehicles ~~sales~~and lease the remainder.

As of June 29, 2024, our fleet of approximately 18,000 delivery vehicles consisted of tractor and trailer combinations, vans and panel trucks, most of which are either wholly or partially refrigerated for the transportation of frozen or perishable foods. We own approximately 90% of these vehicles and lease the remainder.

Item 3. Legal Proceedings

From time to time, we may be party to legal proceedings that arise in the ordinary course of our business. We do not believe there are any pending legal proceedings that, individually or in the aggregate, will have a material adverse effect on the company’s financial condition, results of operations or cash flows. The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts above management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.

Environmental Matters

Item 103 of SEC Regulation S-K requires disclosure of certain environmental matters in which a governmental authority is a party to the proceedings and when such proceedings either (i) involve the potential for monetary sanctions that Sysco’s management reasonably believes will exceed a specified threshold or (ii) are material to its business or financial condition. Pursuant to this item, Sysco has chosen a reporting threshold for such proceedings of $1 million. Applying this threshold, there are no environmental matters to disclose for this period, nor does the company expect a material adverse effect on its business or financial condition.

Item 4. Mine Safety Disclosures

Not applicable.

2224

PART II – FINANCIAL INFORMATION

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The principal market for Sysco’s common stock (symbol:SYY) is the New York Stock Exchange. The number of record owners of Sysco’s common stock as of August 165, ~~2024~~2025 was 6,~~992~~672.

In April 2025, we declared our regular quarterly dividend for the fourth quarter of fiscal 2025 of $0.54 per share, representing an increase of $0.03 per share. This dividend was paid in July 2025. We currently expect that comparable quarterly cash dividends will continue to be paid in the future; however, future declarations of dividends and the establishment of future record and payment dates are subject to the final determination of our Board of Directors.

WeIssuer ~~made~~Purchases ~~the following share repurchases during the fourth quarter~~ of ~~fiscal~~Equity ~~2024:~~Securities

ISSUER PURCHASES OF EQUITY SECURITIES
Period	(a) Total Number of Shares Purchased (1)	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
Month #1
March 31 - April 27	1,983,915	$	77.12	1,983,915	—
Month #2
April 28 - May 25	2,251,129	75.52		2,251,129	—
Month #3
May 26 - June 29	3,005,111	72.50		3,005,111	—
Totals	7,240,155	$	74.70	7,240,155	—

We made the following share repurchases during the fourth quarter of fiscal 2025:

(1)	The total number of shares repurchased includes no shares tendered by individuals in connection with stock option exercises in Month #1, Month #2 and Month #3.
Period	(a) Total Number of Shares Purchased (1)	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
(2)	See the discussion in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Equity Transactions” for additional information regarding Sysco’s share repurchase program.
Month #1
March 30 - April 26	1,197,396	$	72.04	1,197,396	—
Month #2
April 27 - May 24	3,022,284	71.35		3,022,284	—
Month #3
May 25 - June 28	3,352,333	74.05		3,352,333	—
Totals	7,572,013	$	72.65	7,572,013	—

In May 2021, our Board of Directors approved a share repurchase program to authorize the repurchase of up to $5 billion of the company’s common stock, which will remain available until fully utilized.


(1)			The total number of shares repurchased includes 0, 0, and 1,888 shares tendered by individuals in connection with stock option exercises in Month #1, Month #2 and Month #3, respectively.
(2)			See the discussion in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Equity Transactions” for additional information regarding Sysco’s share repurchase program.

WeIn ~~repurchased~~May 162021,~~128,932~~ ~~shares~~our ~~for~~Board ~~$1.2~~of ~~billion~~Directors ~~during~~approved ~~fiscal~~a ~~2024.~~share Asrepurchase ofprogram ~~June~~to ~~29,~~authorize ~~2024,~~the werepurchase ~~had a remaining authorization~~ of ~~approximately~~up to $25.80 billion. Weof ~~purchased~~the ~~862,718~~company’s ~~additional~~common ~~shares~~stock, ~~under~~which ~~our~~will ~~authorization~~remain ~~through~~available ~~August 16,~~until ~~2024~~fully utilized.

We repurchased 16,988,703 shares for $1.3 billion during fiscal 2025. As of June 28, 2025, we had a remaining authorization of approximately $1.5 billion. We purchased no additional shares under our authorization through August 5, 2025.

Stock Performance Graph

The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the ~~Securities and Exchange Commission~~SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Sysco specifically incorporates such information by reference into such filing.

The following stock performance graph compares the performance of Sysco’s Common Stock to the S&P 500 Index and to the S&P 500 Food/Staple Retail Index for Sysco’s last five fiscal years.

The graph assumes that the value of the investment in our Common Stock, the S&P 500 Index, and the S&P 500 Food/Staple Retail Index was $100 on the last trading day of fiscal ~~2019~~2020, and that all dividends were reinvested. Performance data for Sysco, the S&P 500 Index and the S&P 500 Food/Staple Retail Index is provided as of the last trading day of each of our last five fiscal years.

2325

6/29/2019

6/27/2020

7/3/2021

7/2/2022

7/1/2023

6/29/2024

6/27/2020

7/3/2021

7/2/2022

7/1/2023

6/29/2024

6/28/2025

Sysco Corporation

$100

$76151

$~~115~~175

$~~133~~153

$~~116~~151

$~~115~~164

S&P 500

100

~~104~~147

~~153~~131

~~137~~155

~~162~~193

~~202~~221

S&P 500 Food/Staple Retail Index

100

~~106~~129

~~137~~136

~~144~~147

~~156~~191

~~202~~232

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of Sysco’s financial condition, results of operations and liquidity and capital resources for the fiscal years ended June 2928, ~~2024~~2025 and ~~July~~June 129, ~~2023~~2024 should be read as a supplement to our Consolidated Financial Statements and the accompanying notes contained in Item 8 of this report, and in conjunction with the “Forward-looking Statements” section set forth in Part II and the “Risk Factors” section set forth in Item 1A of Part I. All discussion of changes in our results of operations from fiscal ~~2023~~2024 to fiscal ~~2022~~2023 has been omitted from this Form 10-K, but may be found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the year ended ~~July~~June 129, ~~2023~~2024, filed with the Securities and Exchange Commission on August 2528, ~~2023~~2024.

Overview

2426

distribution business, our ~~Specialty~~Buckhead ~~Meats~~| ~~and~~Newport ~~Seafood~~Meat ~~Group~~& Seafood specialty protein operations, our growing Italian Specialty platform anchored by Greco & Sons, Inc., our Edward Don, ~~acquired in the second quarter of fiscal 2024, which distributes~~ 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;

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

•Other – primarily our hotel supply operations, Guest Worldwide.

We estimate that we serve about 17% of an approximately $~~360~~370 billion annual foodservice market in the U.S. based on industry data obtained from Technomic, Inc. (Technomic) as of the end of calendar year ~~2023~~2024. Technomic projects the market size to increase to approximately $~~370~~382 billion by the end of calendar year ~~2024~~2025. From time to time, Technomic may revise the methodology used to calculate the size of the foodservice market and, as a result, our percentage can change not only from our sales results, but also from such revisions. We also serve certain international geographies that vary in size and amount of market share.

According to industry sources, the foodservice, or food-away-from-home, market represents approximately 56% of the total dollars spent on food purchases made at the consumer level in the U.S. as of the end of calendar year ~~2023~~2024.

Highlights

Our fiscal ~~2024~~2025 results were driven by sales growth ~~that~~of ~~surpassed~~3.2% ~~fiscal~~as ~~2023~~compared ~~levels~~to byfiscal 32024.~~3%.~~ ~~Sales~~This growth was driven by ~~both~~inflation and volume growth, partially from recent acquisitions,. ~~and~~Gross ~~inflation~~profit increased 2.5% Weas ~~also~~compared ~~made~~to ~~continued~~fiscal ~~gains~~2024, inprimarily ~~overall~~attributable ~~market~~to ~~share~~effective inmanagement ~~fiscal~~of ~~2024~~product cost inflation. WeOperating ~~demonstrated~~income ~~continued~~decreased ~~positive~~3.6% ~~operating~~as ~~leverage~~compared to fiscal 2024, ~~with~~primarily ~~gross~~due ~~profit~~to ~~growing~~a ~~faster~~noncash ~~than~~goodwill ~~operating~~impairment ~~expenses,~~charge ~~and~~in our Guest Worldwide business. Adjusted operating income ~~growing~~increased ~~faster~~1.2% ~~than~~as ~~sales~~compared to fiscal 2024. See below for a comparison of our fiscal ~~2024~~2025 results to our fiscal ~~2023~~2024 results, both including and excluding Certain Items (as defined below).

Below is a comparison of results from fiscal ~~2024~~2025 to fiscal ~~2023~~2024:

•Sales:

◦increased 3.32%, or $2.5 billion, to $7881.84 billion;

•Operating income:

◦~~increased~~decreased 53.46%, or $~~163~~114 million, to $3.21 billion;

◦adjusted operating income increased 81.42%, or $~~271~~42 million, to $3.5 billion;

•Net earnings:

◦~~increased~~decreased 106.5%, or $~~185~~127 million, to $21.08 billion;

◦adjusted net earnings increased 6.0.8%, or $~~123~~17 million, to $2.2 billion;

•Basic earnings per share:

◦~~increased~~decreased 114.71%, or $0.4116, to $3.9074 from the comparable prior year amount of $3.4990 per share;

•Diluted earnings per share:

◦~~increased~~decreased 124.1%, or $0.4216, to $3.8973 from the comparable prior year amount of $3.4789 per share;

◦adjusted diluted earnings per share were $4.3146 in fiscal ~~2024~~2025, a $0.3015 increase from the comparable prior year amount of $4.0131 per share;

•EBITDA:

◦~~increased~~decreased 121.72%, or $~~457~~50 million, to $4.0 billion; and

◦adjusted EBITDA increased 92.04%, or $~~346~~101 million, to $4.23 billion.

2527

~~nonparticipating~~Fiscal ~~single~~2025 ~~premium~~results ~~group~~of ~~annuity~~operations ~~contract~~were ~~that~~also ~~transferred~~negatively ~~defined~~impacted ~~benefit~~by ~~plan obligations to an insurer, adjustments to our bad debt reserve specific to aged receivables existing prior to the COVID-19 pandemic, adjustments to~~ a ~~product~~noncash ~~return~~goodwill ~~allowance~~impairment ~~related~~charge. toNo ~~COVID-related~~similar ~~personal~~charge ~~protection~~was ~~equipment~~applicable ~~inventory~~in ~~and~~fiscal ~~a gain on a litigation financing agreement~~2024.

The fiscal ~~2024~~2025 and fiscal ~~2023~~2024 items discussed above are collectively referred to as “Certain Items.” The results of our operations can be impacted by changes in exchange rates applicable to converting from local currencies to U.S. dollars. We measure our results on a constant currency basis. Our discussion below of our results includes certain non-GAAP financial measures that we believe provide important perspective with respect to underlying business trends. Other than free cash flow, any non-GAAP financial measures will be denoted as adjusted measures and exclude the impact from Certain Items, and certain metrics are stated on a constant currency basis.

Management believes that adjusting its operating expenses, operating income, other (income) expense, net earnings and diluted earnings per share to remove these Certain Items, provides an important perspective with respect to our underlying business trends and results. Additionally, it provides meaningful supplemental information to both management and investors that (1) is indicative of the performance of the company’s underlying operations, (2) facilitates comparisons on a year-over-year basis and (3) removes those items that are difficult to predict and are often unanticipated and that, as a result, are difficult to include in analysts’ financial models and our investors’ expectations with any degree of specificity.

The company uses these non-GAAP measures when evaluating its financial results as well as for internal planning and forecasting purposes. These financial measures should not be used as a substitute for GAAP measures in assessing the company’s results of operations for periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. Any metric within this section referred to as “adjusted” will reflect the applicable impact of Certain Items. More information on the rationale for the use of these measures and reconciliations to GAAP numbers can be found under “Non-GAAP Reconciliations.”

Key Performance Indicators

Sysco seeks to meet its strategic goals by continually measuring its success in its key performance metrics that drive stakeholder value through sales growth and capital allocation and deployment. We believe the following are our most significant performance metrics in our current business environment:

•Adjusted operating income growth (non-GAAP);

•Adjusted diluted earnings per share growth (non-GAAP);

•Adjusted EBITDA (non-GAAP);

•Case volume growth for U.S. Foodservice and International Foodservice operations;

•Sysco brand penetration for U.S. Broadline operations; and

•Free cash flow (non-GAAP).

We use these financial metrics and related computations, as well as sales and gross profit growth, to evaluate our business and to plan for near and long-term operating and strategic decisions. We believe it is useful to provide investors with the same financial information that we use internally to make comparisons of our historical operating results, identify trends in our underlying operating results and evaluate our business.

Key Financial Definitions

•Sales – Sales are equal to gross sales subtracted by, (1) sales returns and (2) sales incentives that we offer to certain customers, such as upfront monies and discounts. Our sales are driven by changes in case volumes and product inflation that is reflected in the pricing of our products and mix of products sold.

•Gross profit – Gross profit is equal to our net sales subtracted by our cost of goods sold. Cost of goods sold primarily includes inventory costs (net of supplier consideration) and inbound freight. Cost of goods sold generally changes as we incur higher or lower costs from our suppliers and as our customer and product mix changes.

Adjusted Operating Income and Adjusted Diluted Earnings per Share Growth

Adjusted operating income represents our consolidated operating income, adjusted for the impact of Certain Items that we do not consider representative of our underlying performance. Adjusted diluted earnings per share represents our consolidated diluted earnings per share, adjusted for the impact of Certain Items that we do not consider representative of our underlying performance. Sysco’s management considers growth in these metrics to be useful measures of operating efficiency and profitability as they facilitate comparison of performance on a consistent basis from period to period by providing a measurement of recurring factors and trends affecting our business.

Adjusted EBITDA

EBITDA represents net earnings plus: (1) interest expense, (2) income tax expense and benefit, (3) depreciation and (4) amortization. The net earnings component of our EBITDA calculation is impacted by Certain Items that we do not consider representative of our underlying performance. As a result, in the non-GAAP reconciliations below for each period presented, adjusted EBITDA is computed as EBITDA plus the impact of Certain Items, excluding Certain Items related to interest expense, income taxes, depreciation and amortization. Sysco’s management considers growth in this metric to be a measure of overall financial performance that provides useful information to management and investors about the profitability of the business. It facilitates comparison of performance on a consistent basis from period to period by providing a measurement of recurring factors and trends affecting our business. Additionally, it is a commonly used component metric used to inform on capital structure decisions.

Case Volume Growth for U.S. Foodservice and International Foodservice Operations

Case volume represents the volume of products sold to customers during a period of time and improvements in this metric are a primary driver of Sysco’s top line performance. We define a case as the lowest level of packaged products that are sold from our warehouses, with one case potentially containing several pieces of a product packaged in bulk. Case size does not generally vary by location or from period to period due to the design of our warehouses but can vary within our international operations. Case volume growth is calculated by dividing the change in the volume of cases sold year-over-year by the volume of cases sold in the prior year. Sysco management considers case volume growth within its U.S. Foodservice and International Foodservice operations to be a measure that provides useful information to management and investors in evaluating sales performance and as an indicator of gross margin performance. Management monitors case volume growth by customer type, with bifurcation between local customers and national customers, as this provides a measure of gross profit performance due to the pricing strategies attached to each customer type. Local customers are primarily street customers, such as independent restaurants that do not have long-term contracts, or locally managed customers, such as local chain restaurants, while national customers are the multi-unit customers requiring national coverage from a customer-centric view and are managed centrally from our Global Support Center, specific to U.S. Foodservice. Sysco management seeks to drive higher case volume growth to local customers, which allows more favorable pricing terms for these operations and generates higher gross margins as a result. National customers benefit from purchasing power as they are able to negotiate pricing agreements across multiple businesses reducing our gross profit potential, but reducing our overall cost per case, as national customers have bigger drop sizes. While overall case volume growth reflects a key component of sales growth, local customer case growth provides additional context around gross profit performance.

Sysco Brand Penetration for U.S. Broadline Operations

Sysco management considers Sysco brand penetration to be a measure that provides useful information to management and investors in evaluating the gross profit performance of the company’s U.S. Broadline operations. Sysco offers an assortment of Sysco-branded products which are differentiated from privately branded products. These Sysco Branded products enable us to achieve higher gross margin by administering and leveraging a consolidated product procurement program for quality food and non-food products. Due to cost efficiencies, Sysco-branded products generate a higher gross margin than sales from other privately branded products. We define Sysco brand penetration as the percentage of Sysco-branded case volume sold to U.S. Broadline customers over all cases sold to U.S. Broadline customers. It is calculated by dividing Sysco-branded case volume sold to U.S. Broadline customers by total cases sold to U.S. Broadline customers. This performance indicator, also measured at the customer type level, including local and national customers, is driven by growth in the distribution of Sysco branded products to more customers and more geographies, as well as increasing Sysco branded offerings through innovation and the launch of new products.

Free Cash Flow

27Free cash flow represents net cash provided from operating activities, subtracted by purchases of plant and equipment, added to proceeds from sales of plant and equipment. Sysco management considers free cash flow to be a non-GAAP liquidity measure that provides useful information to management and investors about the amount of cash generated by the business after the purchases and sales of buildings, fleet, equipment and technology, which may potentially be used to pay for, among other things, strategic uses of cash, including dividend payments, share repurchases and acquisitions. However, free cash flow may not be available for discretionary expenditures as it may be necessary that we use it to make mandatory debt service or other payments. Free cash flow should be considered in addition to, rather than as a substitute for, consolidated net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity. See “Liquidity and

Free cash flow represents net cash provided from operating activities, subtracted by purchases of plant and equipment, added to proceeds from sales of plant and equipment. Sysco management considers free cash flow to be a non-GAAP liquidity measure that provides useful information to management and investors about the amount of cash generated by the business after the purchases and sales of buildings, fleet, equipment and technology, which may potentially be used to pay for, among other things, strategic uses of cash, including dividend payments, share repurchases and acquisitions. However, free cash flow may not be available for discretionary expenditures as it may be necessary that we use it to make mandatory debt service or other payments. Free cash flow should be considered in addition to, rather than as a substitute for, consolidated net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity. See “Liquidity and Capital Resources” for discussions of GAAP metrics, including net cash provided by operating activities and our reconciliation of this non-GAAP financial measure. 29

Capital Resources” for discussions of GAAP metrics, including net cash provided by operating activities and our reconciliation of this non-GAAP financial measure.

Trends

Economic and Industry Trends

During fiscal ~~2024~~2025, Sysco ~~continued~~was toimpacted ~~outperform~~by ~~the foodservice market and successfully grew its market share, despite the foodservice market experiencing~~ negative year-over-year foot traffic to restaurants. WeFoot ~~expect negative foot~~ traffic trends toimproved ~~continue~~in ~~into~~ the ~~first~~fourth quarter of fiscal 2025,. ~~with~~We ~~modest~~expect ~~industry~~foot traffic ~~improvements~~in fiscal 2026 to be similar to foot traffic trends in the ~~second~~fourth ~~half~~quarter of fiscal 2025. We believe the food-away-from-home sector is a healthy long-term growth market, and Sysco is diversified and well positioned as a market leader in food service.

Sales and Gross Profit Trends

Our sales and gross profit performance are influenced by multiple factors including price, volume, inflation, customer mix and product mix. The most significant factor affecting our sales and gross profit performance in fiscal ~~2024~~2025 was ~~volume~~product ~~growth~~cost inflation, as we experienced ~~a 3~~2.15% ~~improvement~~inflation inat the total enterprise level. U.S. Foodservice ~~case~~experienced ~~volume and~~ a 10.15% improvement in ~~local~~total case volume ~~within~~and ~~our~~a U1.S.4% ~~segment~~decrease in ~~each instance as compared to fiscal 2023. U.S. Foodservice case volume increased 3.5% and~~ local case volume ~~within our U.S. segment increased 0.7% in the fourth quarter of fiscal 2024,~~ as compared to ~~the fourth quarter of~~ fiscal ~~2023~~2024. This volume reflects our broadline and specialty businesses, except for our specialty meats business, which measures its volume in pounds. ~~Edward~~We ~~Don~~experienced ~~positively~~growth ~~impacted~~in ~~our U.S. Foodservice volumes by 2.7% and~~ local case ~~volumes~~volume ~~within our U.S. segment by 1.6%~~ in ~~the fourth quarter of fiscal 2024. Within~~ our International Foodservice segment, weof ~~experienced~~approximately ~~a 5~~4.30% ~~improvement~~ in ~~local~~fiscal ~~case~~2025, ~~volume~~as compared to fiscal ~~2023. This growth enabled us to gain market share during fiscal~~ 2024~~, as we grew more than 1~~.~~75 times the market, which exceeded our target of 1.5 times.~~

~~Product cost inflation has also been a driver of our sales and gross profit performance.~~ We experienced inflation at a rate of 13.65% and 12.5% in the fourth quarter and for fiscal ~~2024~~2025, respectively, at the total enterprise level, primarily driven by inflation in the dairy, poultry, and meat categories. We have been successful in managing inflation, resulting in an increase in gross profit dollars. Gross margin decreased ~~one~~13 basis ~~point~~points in ~~the~~fiscal ~~fourth~~2025 ~~quarter~~as ~~and~~compared ~~increased~~to ~~25 basis points for~~ fiscal 2024, primarily as ~~compared~~a toresult ~~the~~of ~~corresponding~~a ~~prior~~shift ~~year~~in ~~periods,~~our ~~primarily~~customer mix driven by ~~higher~~national sales volumes, outpacing local sales volumes and a decrease in Sysco brand penetration rates. Gross margin increased 19 basis points in the ~~effective~~fourth ~~management~~quarter of ~~inflation~~fiscal ~~and~~2025 ~~progress~~as ~~from~~compared ~~our~~to ~~strategic~~the ~~sourcing~~fourth ~~efforts~~quarter inof ~~our~~fiscal ~~U.S.~~2024, ~~and~~primarily ~~International~~as ~~segments~~a result of disciplined strategic sourcing efforts.

We expect to grow our revenue and earnings in fiscal ~~2025~~2026. We expect the rate of inflation for fiscal ~~2025~~2026 to be approximately 2%, which is consistent with recent trends experienced in fiscal ~~2024~~2025. ~~Volume~~We also expect volume growth isin ~~expected~~fiscal to2026 beas ina ~~the~~result ~~low~~of ~~single-digits~~improved ~~for~~sales ~~fiscal~~consultant ~~2025~~retention, increased sales consultant tenure, and from contributions from potential mergers and acquisitions. In total, we expect these factors to result in net sales growth across the enterprise of 43% to 5% in fiscal 2026.

Operating Expense Trends

Total operating expenses increased 4.52% during fiscal ~~2024~~2025, as compared to fiscal ~~2023~~2024, driven by ~~increased~~business ~~volumes~~ and ~~cost~~sales ~~inflation.~~headcount Weinvestments, ~~continued~~cost toinflation, ~~experience~~as ~~supply~~well ~~chain~~as ~~productivity~~a ~~improvements~~noncash ~~and~~impairment ~~successfully~~charge ~~managed~~on ~~operating expenses at~~ our ~~Global~~Guest ~~Support~~Worldwide ~~Center,~~business. ~~which~~These ~~experienced~~increases anwere ~~expense~~partially ~~decrease~~offset ofby 7%lower inincentive ~~the~~compensation ~~fourth quarter of fiscal 2024,~~ as ~~compared to the fourth quarter of fiscal 2023. We expect to have continued improvement in~~ our operating ~~leverage~~results inwere ~~fiscal~~lower ~~2025,~~than ~~based on a continuation of the productivity improvements from fiscal 2024 across~~ our ~~supply~~target ~~chain,~~payout ~~including~~criteria. ~~sustained~~Our ~~retention improvements, and lower~~ Global Support Center expenses. Weexperienced ~~believe~~a ~~the~~decrease ~~advancements~~of we5.7% ~~are making~~ in ~~our~~fiscal ~~physical~~2025 ~~capabilities,~~as ~~and~~compared ~~the~~to ~~investments~~fiscal we2024, ~~are~~primarily ~~making~~as ina ~~improved training, will~~ result inof ~~continued~~progress ~~supply~~on ~~chain~~our ~~productivity~~existing ~~improvements~~cost ~~and~~savings ~~in lowered costs to serve our customers~~program.

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.

Goodwill Impairment

In our annual fiscal 2025 goodwill impairment assessment, we concluded that one reporting unit, Guest Worldwide, had a fair value that was less than book value due to its recent financial performance and downward revisions in its long-range financial outlook. During 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 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.

Income Tax Trends

28Our provision for income taxes primarily reflects a combination of income earned and taxed in the various U.S. federal and state as well as foreign jurisdictions. Tax law changes, increases or decreases in 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. Our effective tax rate for fiscal 2025 was 24.3% and is expected to be approximately 23.5% to 24.0% in fiscal 2026.

~~Our~~On ~~provision~~July ~~for~~4, ~~income~~2025, ~~taxes~~President ~~primarily~~Trump ~~reflects~~signed ainto ~~combination~~law ofthe ~~income~~legislation ~~earned~~commonly ~~and~~referred ~~taxed~~to inas the ~~various~~One ~~U.S.~~Big ~~federal~~Beautiful ~~and~~Bill ~~state~~Act as(OBBBA). ~~well~~The asOBBBA ~~foreign~~includes ~~jurisdictions.~~various ~~Tax law changes~~provisions, ~~increases~~such oras ~~decreases~~the inpermanent ~~book~~extension ~~versus~~of ~~tax~~certain ~~basis~~expiring ~~differences,~~provisions ~~accruals or adjustments~~ of ~~accruals~~the ~~for~~Tax ~~unrecognized~~Cuts ~~tax~~and ~~benefits~~Jobs orAct ~~valuation~~of ~~allowances~~2017, ~~and~~modifications ~~our~~to ~~change in~~ the ~~mix~~international oftax ~~earnings~~framework ~~from~~and ~~these taxing jurisdictions all affect~~ the ~~overall~~restoration ~~effective~~of ~~tax~~favorable ~~rate. Our effective~~ tax ~~rate~~treatment for ~~fiscal~~certain ~~2024~~business ~~was 23~~provisions.8% ~~and~~Certain isprovisions ~~expected~~will tobe ~~increase~~effective tofor ~~approximately~~Sysco ~~25%~~beginning in our fiscal ~~2025~~2026 ~~due~~tax toyear. anWe ~~increase~~are incurrently evaluating the ~~global~~future ~~minimum~~impact ~~tax~~of ~~rate,~~these ~~geographic~~tax ~~mix,~~law ~~and~~changes ~~increases~~on inour ~~state~~financial ~~tax rates~~statements.

Divestitures

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.

Mergers and Acquisitions

We continue to focus on mergers and acquisitions as a part of our growth strategy. WeOur ~~plan~~strategy is to grow our existing businesses, while cultivating new channels, new business lines and new capabilities.

In the ~~first~~second quarter of fiscal ~~2024~~2025, we acquired ~~BIX~~Campbells ~~Produce~~Prime ~~Company~~Meat, a leading ~~produce~~ specialty ~~distributor~~meat business based in ~~Minnesota~~Scotland. ~~This~~By ~~acquisition~~combining isthe ~~expected~~Campbells toPrime ~~provide~~Meat aproduct ~~strategic~~offering ~~opportunity~~with ~~for~~our ~~specialty~~broadline ~~produce~~business, ~~operations~~this toacquisition ~~expand~~provides ~~its~~a ~~geographic~~strategic ~~footprint~~opportunity into anenable ~~area~~total ofteam ~~the~~selling ~~country~~in ~~where~~this ~~it does not currently have operations~~region. This company’s results are included within ~~the~~International ~~U.S.~~ Foodservice Operations ~~segment.~~and were not material to our results in fiscal 2025.

In the second quarter of fiscal 2024, we acquired Edward Don, one of the largest kitchen equipment and supplies distributors, based in Chicago, Illinois. Edward Don has a robust supply chain that is expected to enable cost effective distribution of restaurant equipment and supplies. This acquisition further demonstrates our Recipe for Growth strategy of focusing on building strategic specialty platforms that help us better support restaurant and hospitality customers. This company’s results are included within the U.S. Foodservice Operations segment.

In the third quarter of fiscal 2024, we acquired Ready Chef, a fresh produce distributor in Ireland. This company’s results are included within the International Foodservice Operations segment.

In the fourth quarter of fiscal 2024, we acquired Jacmar Foodservice Distribution, a premier foodservice distribution provider based in California. This company’s results are included within the U.S. Foodservice Operations segment.

The results of our acquired companies in fiscal 2024 were not material to our results.

Strategy

Our purpose is “Connecting the World to Share Food and Care for One Another.” Purpose driven companies are believed to perform better, and we believe our purpose will assist us to grow substantially faster than the foodservice distribution industry and deliver profitable growth through our “Recipe for Growth” transformation. This growth transformation is supported by strategic pillars that we believe will continue to enable us to better serve our customers, including:

•Digital – We have and will continue to enrich the customer experience through personalized digital tools that reduce friction in the purchase experience and introduce innovation to our customers.

•Products and Solutions – We are providing customer-focused marketing and merchandising solutions that inspire increased sales of our broad assortment of fair priced products and services. We continue to improve our merchandising strategies globally to secure the best possible cost for our customers.

•Supply Chain – We are efficiently and consistently serving customers with the products they need, when and how they need them, through a flexible delivery framework. We are developing a more nimble, accessible and productive supply chain that is better positioned to support our customers.

•Customer Teams – Our greatest strength is our people - people who are passionate about food and food service. Our team - diverse ~~team~~in perspectives, backgrounds, and life experiences - delivers expertise and differentiated services designed to help our customers grow their businesses. We will continue to invest in the sales organization through incremental sales colleagues and intend to improve the effectiveness by leveraging data to increase the yield of the sales process.

•Future Horizons – We are committed to responsible growth. We will cultivate new channels, new segments, and new capabilities, organically and through strategic M&A, while being stewards of our company and our planet for the long term. We will fund our journey through cost-out and efficiency improvements.31

29•Future Horizons – We are committed to responsible growth. We will cultivate new channels, new segments, and new capabilities, organically and through strategic acquisitions, while being stewards of our company and our planet for the long term. We will utilize cost-out and efficiency improvements to mitigate the costs of our future investments.

Results of Operations

The following table sets forth the components of our consolidated results of operations expressed as a percentage of sales for the periods indicated:

	2024		2023
	2025		2024
Sales	100.0	%	100.0	%
Cost of sales	81.56		81.75
Gross profit	18.54		18.35
Operating expenses	14.56		14.35
Operating income	43.08		4.0
Interest expense	0.78		0.7
Other (income) expense, net	—		0.3
Other expense (income), net	—		—
Earnings before income taxes	3.30		3.03
Income taxes	0.8		0.78
Net earnings	2.52	%	2.35	%

The following table sets forth the change in the components of our consolidated results of operations expressed as a percentage increase or decrease over the comparable period in the prior year:

	2024
	2025
Sales	3.32	%
Cost of sales	3.04
Gross profit	42.75
Operating expenses	4.52
Operating income	5(3.46)
Interest expense	154.26
Other (income) expense, net (1)	(86.8)
Other expense (income), net (1)	26.7
Earnings before income taxes	12(5.38)
Income taxes	18(3.48)
Net earnings	10(6.5)	%
Basic earnings per share	11(4.71)	%
Diluted earnings per share	12(4.1)
Average shares outstanding	(1.2.6)
Diluted shares outstanding	(12.36)

(1) Other expense (income) ~~expense~~, net was expense of $3038 million in fiscal ~~2024~~2025 and expense of $~~227~~30 million in fiscal ~~2023~~2024.

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Segment Results

The following represents our results by reportable segments:

	Year Ended Jun. 29, 2024
	Year Ended Jun. 28, 2025
	U.S. Foodservice Operations			International Foodservice Operations			SYGMA			Other			Global Support Center		ConsolidatedTotals
	(In millions)
Sales	$	5556,~~339~~965		$	14,~~561~~905		$	78,~~768~~410		$	1,~~176~~090		$	—	$	7881,~~844~~370
Sales increase (decrease)	32.19		%	72.4		%	(18.0)3		%	(57.13)		%			3.32		%
Percentage of total	70.20		%	18.53		%	910.93		%	1.4		%			100.0		%
Operating income (loss)	$	3,~~673~~516		$	~~375~~437		$	7281		$	40(73)		$	(~~958~~873)	$	3,~~202~~088
Operating income increase (decrease)	2.(4.3)		%	1916.45		%	2812.65		%	(29282.85)		%			5(3.46)		%
Percentage of total segments	88.38		%	911.0		%	12.70		%	(1.08)		%			100.0		%
Operating income as a percentage of sales	6.62		%	2.69		%	01.90		%	3(6.47)		%			43.18		%

	Year Ended Jul. 1, 2023
	Year Ended Jun. 29, 2024
	U.S. Foodservice Operations			International Foodservice Operations			SYGMA			Other			Global Support Center		ConsolidatedTotals
	(In millions)
Sales	$	5355,~~683~~339		$	1314,~~560~~561		$	7,~~843~~768		$	1,~~239~~176		$	—	$	7678,~~325~~844
Percentage of total	70.32		%	1718.85		%	109.39		%	1.64		%			100.0		%
Operating income (loss)	$	3,~~587~~673		$	~~314~~375		$	5672		$	5740		$	(~~975~~958)	$	3,~~039~~202
Percentage of total segments	8988.43		%	79.80		%	1.47		%	1.40		%			100.0		%
Operating income as a percentage of sales	6.76		%	2.36		%	0.79		%	43.64		%			4.01		%

Our U.S. Foodservice Operations and our International Foodservice Operations segments represent a substantial majority of our total segment results when compared to other reportable segments. In fiscal ~~2024~~2025, U.S. Foodservice Operations and International Foodservice Operations represented approximately 70.20% and 18.53%, respectively, of Sysco’s overall sales, compared to 70.32% and 1718.85%, respectively, in fiscal ~~2023~~2024. In fiscal ~~2024~~2025 and fiscal ~~2023~~2024, U.S. Foodservice Operations represented approximately 88.38% and 8988.43%, respectively, of the total segment operating income. See Note 21, “Business Segment Information,” in the Notes to Consolidated Financial Statements in Item 8 for more information.

Cost of sales primarily includes our product costs, net of vendor consideration, and includes in-bound freight. Operating expenses include the costs of facilities, product handling, delivery, selling and general and administrative activities. Fuel surcharges are reflected within sales and gross profit; fuel costs are reflected within operating expenses. Along with sales, operating income is the most relevant measure for evaluating segment performance and allocating resources, as operating income includes cost of goods sold in addition to the costs to warehouse and deliver goods, which are significant and relevant costs when evaluating a distribution business.

Results of U.S. Foodservice Operations

In fiscal ~~2024~~2025, the U.S. Foodservice Operations operating results represented approximately 70.20% of Sysco’s overall sales and 88.38% of the aggregated operating income of Sysco’s reporting segments. Several factors contributed to these higher operating results as compared to the other operating segments. We have invested substantial amounts in assets, operating methods, technology and management expertise in this segment. The breadth of its sales force, geographic reach of its distribution area and its purchasing power enable this segment to generate its relatively stronger results of operations.

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The following table sets forth a summary of the components of operating income and adjusted operating income expressed as a percentage increase or decrease over the prior year:

	2024		2023		Change in Dollars		% Change
	2025		2024		Change in Dollars		% Change
	(Dollars in millions)
Sales	$	5556,~~339~~965	$	5355,~~683~~339	$	1,~~656~~626	32.19	%
Gross profit	10,~~708~~875		10,~~359~~708		~~349~~167		31.46
Operating expenses	7,~~035~~359		67,~~772~~035		~~263~~324		34.96
Operating income	$	3,~~673~~516	$	3,~~587~~673	$	86(157)	2.(4.3)	%
Gross profit	$	10,~~708~~875	$	10,~~359~~708	$	~~349~~167	31.46	%
Adjusted operating expenses (Non-GAAP) (1)	67,~~964~~243		6,~~730~~964		~~234~~279		34.50
Adjusted operating income (Non-GAAP) (1)	$	3,~~744~~632	$	3,~~629~~744	$	~~115~~(112)	(3.20)	%


(1)			See “Non-GAAP Reconciliations” below.

Sales

The following table sets forth the percentage and dollar value increase or decrease in sales over the prior year in order to demonstrate the cause and magnitude of change.

	Increase (Decrease)
	2024
	2025
	(Dollars in millions)
Cause of change	Percentage		Dollars
Case volume (1)	20.84	%	$	~~1,491~~201
Inflation	02.56		~~291~~1,460
Other (2)	(0.21)		(~~126~~35)
Total change in sales	32.19	%	$	1,~~656~~626

(1)			Case volumes increased 30.15% compared to fiscal ~~2023~~2024. This volume increase resulted in a 20.84% increase in the dollar value of sales compared to fiscal ~~2023. Beginning in the third quarter of fiscal~~ 2024~~, our volume reporting includes case volumes attributable to Edward Don~~.
(2)			Case volume reflects our broadline and specialty businesses, with the exception of our specialty meats business, which measures its volume in pounds. Any impact in volumes from our specialty meats operations is included within “Other.”

The sales growth in our U.S. Foodservice Operations was driven by higher inflation ~~and volume growth, inclusive of benefits from acquisitions~~ in fiscal ~~2024~~2025. Case volumes from our U.S. Foodservice Operations increased 30.15%, as compared to fiscal ~~2023~~2024. This included a 1.14% ~~increase~~decrease in local customer case volume as compared to fiscal ~~2023~~2024.

Operating Income

The ~~increase~~decrease in operating income for fiscal ~~2024~~2025, as compared to fiscal ~~2023~~2024, was driven by ~~gross~~increases ~~profit~~in ~~dollar~~operating ~~growth and case volume growth as a result of acquisitions~~expenses, partially offset by angross ~~increase~~profit indollar ~~operating~~growth ~~expenses~~and case volume growth.

Gross profit dollar growth in fiscal 2025 was driven primarily by ~~case~~disciplined ~~volume~~strategic ~~growth~~sourcing asefforts aand ~~result~~case ofvolume ~~acquisitions,~~growth ~~effective management of product cost fluctuations, and progress~~ from ~~our~~recent ~~strategic sourcing efforts~~acquisitions. The estimated change in product costs, an internal measure of inflation or deflation, increased in fiscal ~~2024~~2025. For fiscal ~~2024~~2025, this change in product costs was primarily driven by inflation in the ~~poultry~~dairy and ~~meat~~poultry categories. Sysco brand penetration for U.S. Broadline decreased by 1981 basis points to 3635.78% for fiscal ~~2024~~2025, as compared to fiscal ~~2023~~2024. Specific to local customers, Sysco brand penetration for U.S. Broadline ~~improved~~decreased by 1181 basis points to 4746.02% for fiscal ~~2024~~2025, as compared to fiscal ~~2023~~2024.

Gross margin, which is gross profit as a percentage of sales, was 19.41% in fiscal ~~2024~~2025. This was ana ~~increase~~decrease of 526 basis points compared to gross margin of 19.34% in fiscal ~~2023~~2024, primarily due to ~~the~~a ~~effective~~shift ~~management~~in ofour ~~inflation,~~customer ~~along~~mix ~~with~~driven ~~specific~~by ~~efforts~~national tosales ~~optimize~~volumes ~~our~~outpacing ~~gross~~local ~~profit~~sales ~~dollars.~~volume ~~This~~and ~~included~~a ~~pricing~~decrease ~~and~~in ~~sourcing~~Sysco ~~improvements~~brand penetration rates.

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The increase in operating expenses for fiscal ~~2024~~2025, as compared to fiscal ~~2023~~2024, was primarily driven by ~~increased~~cost ~~volumes~~inflation and ~~recent~~increases ~~costs~~in ~~associated~~colleague-related ~~with~~costs, ~~severances~~depreciation expense, ~~transformation~~and ~~projects~~bad debt, partially offset by lower incentive compensation and ~~acquisitions~~gains from sale leaseback transactions.

Results of International Foodservice Operations

In fiscal ~~2024~~2025, the International Foodservice Operations operating results represented approximately 18.53% of Sysco’s overall sales.

The following table sets forth a summary of the components of operating income and adjusted operating income expressed as a percentage increase or decrease over the prior year:

	2024		2023		Change in Dollars		% Change
	2025		2024		Change in Dollars		% Change
	(Dollars in millions)
Sales	$	14,~~561~~905	$	1314,~~560~~561	$	~~1,001~~344	72.4	%
Gross profit	23,~~947~~109		2,~~641~~947		~~306~~162		115.65
Operating expenses	2,~~572~~672		2,~~327~~572		~~245~~100		103.59
Operating income	$	~~375~~437	$	~~314~~375	$	6162	1916.45	%
Gross profit	$	23,~~947~~109	$	2,~~641~~947	$	~~306~~162	115.65	%
Adjusted operating expenses (Non-GAAP) (1)	2,~~455~~524		2,~~243~~455		~~212~~69		92.58
Adjusted operating income (Non-GAAP) (1)	$	~~492~~585	$	~~398~~492	$	9493	2318.69	%
Comparable sales using a constant currency basis (Non-GAAP) (1)	$	14,~~305~~934	$	1314,~~560~~561	$	~~745~~373	52.56	%
Comparable gross profit using a constant currency basis (Non-GAAP) (1)	23,~~884~~098		2,~~641~~947		~~243~~151		95.21
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP) (1)	2,~~396~~513		2,~~243~~455		~~153~~58		62.84
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP) (1)	$	~~488~~585	$	~~398~~492	$	9093	2218.69	%


(1)			See “Non-GAAP Reconciliations” below.

Sales

The following table sets forth the percentage and dollar value increase or decrease in sales over the comparable prior year period in order to demonstrate the cause and magnitude of change.

	Increase (Decrease)
	2024
	2025
	(Dollars in millions)
Cause of change	Percentage		Dollars
Inflation	32.61	%	$	~~482~~302
Foreign currency	1(0.92)		~~255~~(29)
Other (1)	1.9		264
Case growth	1.7		241
Total change in sales	7.4	%	$	1,001
Impact of divestiture	(2.4)		(329)
Other	1.2		159
Total change in sales	2.4	%	$	344

~~(1)~~Sales ~~The~~increased 2.4% in fiscal 2025 as compared to fiscal 2024, primarily due to higher inflation and local case growth. Excluding the impact of ~~volumes~~the asMexico ajoint ~~component~~venture, which was divested during the second quarter of fiscal 2025, sales ~~growth~~increased ~~from~~4.8% ~~international~~in ~~operations~~fiscal ~~are~~2025 ~~included~~as ~~within~~compared ~~“Other~~to fiscal 2024.”

~~Sales in fiscal 2024 were higher due to inflation, a positive impact of foreign currency translation, and an improvement in local case volume.~~35

Operating Income

33The $62 million increase in operating income for fiscal 2025, as compared to fiscal 2024, was primarily due to growth in local case volumes, success in our strategic sourcing program, and positive contributions from our recent mergers and acquisitions efforts.

The ~~$61 million~~ increase in ~~operating~~gross ~~income~~profit ~~for~~dollars in fiscal ~~2024~~2025, as compared to fiscal ~~2023~~2024, was primarily aattributable ~~result~~to ofincreases ~~the continuing increase~~ in ~~sales~~local ~~and~~case ~~specific~~volumes. ~~efforts~~Local tocase ~~optimize~~volumes ~~our~~increased ~~gross~~approximately ~~profit~~4.0% ~~This~~in ~~included~~fiscal ~~the~~2025, ~~ability~~as compared to ~~effectively~~fiscal ~~manage product cost fluctuations and progress from our strategic sourcing efforts~~2024.

The increase in ~~gross~~operating ~~profit~~expenses ~~dollars~~for in fiscal ~~2024~~2025, as compared to fiscal ~~2023~~2024, was ~~attributable~~primarily due to ~~the~~increases ~~increase~~ in ~~sales~~colleague-related ~~volume,~~costs ~~the effective management of inflation,~~ and ~~progress~~depreciation ~~from our strategic sourcing efforts~~expense.

The increase in operating expenses for fiscal 2024, as compared to fiscal 2023, was primarily due to increases in sales volume, inflation, and the impact of foreign currency translation.

Results of SYGMA and Other Segment

~~For~~Our SYGMA, segment sales were 18.03% ~~lower~~higher in fiscal ~~2024~~2025, as compared to fiscal ~~2023~~2024, primarily driven by the growth of new customers. Operating income increased by $169 million in fiscal ~~2024~~2025, as compared to fiscal ~~2023~~2024, primarily due to ~~decreases~~the ingrowth ~~operating~~of ~~expenses~~new ~~driven~~customers byand ~~the~~productivity ~~planned exit of customers~~improvements. We expect SYGMA’s sales growth rates to ~~have~~moderate ~~both~~in ~~sales~~fiscal ~~and~~2026 ~~operating~~as ~~income~~we ~~growth~~reach inthe one-year anniversary mark of fiscal 2025’s substantial customer additions.

For the operations that are grouped within our Other segment, sales were 57.13% lower in fiscal ~~2024~~2025, as compared to fiscal ~~2023~~2024. Operating income decreased $17 113 million in fiscal ~~2024~~2025, as compared to fiscal ~~2023~~2024. The operations of this group mainly consist of our hospitality business, Guest Worldwide. In fiscal 2025, a noncash goodwill impairment charge of $92 million was recorded within operating expenses for a portion of the goodwill attributable to our Guest Worldwide reporting unit. This impairment charge is considered a Certain Item (defined above). We do not expect ~~our~~a ~~Other~~similar ~~segment~~impairment tocharge ~~have~~in ~~modest~~fiscal 2026 and as a result, are expecting improved operating ~~income~~results ~~growth~~within our Other segment in fiscal ~~2025~~2026.

Global Support Center Expenses

Our Global Support Center generally includes all expenses of the corporate office and Sysco’s shared service operations. These expenses ~~increased~~decreased $1356 million in fiscal ~~2024~~2025, or 15.37% as compared to fiscal ~~2023~~2024, primarily due to ~~increases in self-insurance reserves, depreciation expense, miscellaneous expenses, partially offset by~~ decreases in ~~fuel hedging program expenses,~~ colleague-related costs, ~~and~~including ~~professional~~lower ~~fees~~incentive compensation.

Included in Global Support Center expenses are Certain Items that totaled $8179 million in fiscal ~~2024~~2025, as compared to $4581 million in fiscal ~~2023~~2024. Certain Items impacting fiscal ~~2024~~2025 were primarily expenses associated with severances, our business technology transformation initiatives, and expenses associated with acquisitions. In fiscal ~~2023~~2024, Certain Items that impacted the year were primarily expenses associated with severances, our business technology transformation initiatives, and expenses associated with acquisitions.

Interest Expense

Interest expense increased $8028 million for fiscal ~~2024~~2025, as compared to fiscal ~~2023~~2024, primarily due to ~~new~~interest ~~issuances~~on ofnew senior notes, ~~an increase in commercial paper borrowing activity and increased interest rates on borrowings~~issued. ~~This higher debt is primarily associated with our acquisition of Edward Don and share repurchases.~~ We expect to incur $~~650~~700 million in interest expense in fiscal ~~2025~~2026. ~~Consistent with fiscal 2024, we expect to operate within our stated target of 2.5 to 2.75 times of net leverage in fiscal 2025.~~

Other income and expense

Other expense decreased $197 million for fiscal 2024, as compared to fiscal 2023, primarily due to fiscal 2023 consisting of a pension settlement charge, partially offset by a gain on a litigation financing agreement.

Net Earnings

Net earnings ~~increased~~decreased 106.5% in fiscal ~~2024~~2025, as compared to fiscal ~~2023~~2024, due primarily to the items noted previously for operating income and interest expense, as well as items impacting our income taxes that are discussed in Note 19, “Income Taxes,” in the Notes to Consolidated Financial Statements in Item 8. Adjusted net earnings, excluding Certain Items, increased 6.0.8% in fiscal ~~2024~~2025, primarily due to an increase in sales volume as a result of recent acquisitions and disciplined strategic sourcing efforts.

Earnings Per Share

Basic earnings per share in fiscal ~~2024~~2025 were $3.9074, ana 114.71% ~~increase~~decrease from the ~~comparable~~fiscal ~~prior~~2024 ~~year period~~ amount of $3.4990 per share. Diluted earnings per share in fiscal ~~2024~~2025 were $3.8973, a 124.1% ~~increase~~decrease from the ~~comparable~~fiscal ~~prior~~2024 ~~year period~~ amount of $3.4789 per share. 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 2024 were $4.31, a 7.5% increase from the comparable prior year period amount of $4.01 per share. These results were primarily attributable to the factors discussed previously related to net earnings in fiscal 2024.

Non-GAAP Reconciliations

The discussion of our results includes certain non-GAAP financial measures, including EBITDA and adjusted EBITDA, that we believe provide important perspective with respect to underlying business trends. Other than EBITDA and free cash flow, any non-GAAP financial measures will be denoted as adjusted measures to remove (1) restructuring charges; (2) expenses associated with our various transformation initiatives; (3) severance charges; and (4) acquisition-related costs consisting of: (a) intangible amortization expense and (b) acquisition costs and due diligence costs related to our acquisitions. Our results for fiscal 2023 were also impacted by a pension settlement charge that resulted from the purchase of a nonparticipating single premium group annuity contract that transferred defined benefit plan obligations to an insurer, adjustments to our bad debt reserve specific to aged receivables existing prior to the COVID-19 pandemic, adjustments to a product return allowance related to COVID-related personal protection equipment inventory and a gain on a litigation financing agreement. The results of our operations can be impacted due to changes in exchange rates applicable in converting local currencies to U.S. dollars. We measure our results on a constant currency basis. Constant currency operating results are calculated by translating current-period local currency operating results with the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period. Management believes that adjusting its operating expenses, operating income, other (income) expense, net earnings and diluted earnings per share to remove these Certain Items and presenting its results on a constant currency basis provides an important perspective with respect to our underlying business trends and results. It provides meaningful supplemental information to both management and investors that (1) is indicative of the performance of the company’s underlying operations and (2) facilitates comparisons on a year-over-year basis. Sysco has a history of growth through acquisitions and excludes from its non-GAAP financial measures the impact of acquisition-related intangible amortization, acquisition costs and due diligence costs for those acquisitions. We believe this approach significantly enhances the comparability of Sysco’s results for fiscal year 2024 and fiscal year 2023. Set forth on the following page is a reconciliation of sales, operating expenses, operating income, other (income) expense, net earnings and diluted earnings per share to adjusted results for these measures for the periods presented. Individual components of diluted earnings per share may not be equal to the total presented when added due to rounding. Adjusted diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.

	2024			2023			Change in Dollars		%/bps Change
	(In millions, except for share and per share data)
Sales (GAAP)	$	78,844		$	76,325		$	2,519	3.3	%
Impact of currency fluctuations (1)	(253)						(253)		(0.3)
Comparable sales using a constant currency basis (Non-GAAP)	$	78,591		$	76,325		$	2,266	3.0	%
Cost of sales (GAAP)	$	64,236		$	62,370		$	1,866	3.0	%
Impact of inventory valuation adjustment (2)	—			3			(3)		—
Cost of sales adjusted for Certain Items (Non-GAAP)	$	64,236		$	62,373		$	1,863	3.0	%
Gross profit (GAAP)	$	14,608		$	13,955		$	653	4.7	%
Impact of inventory valuation adjustment (2)	—			(3)			3		—
Gross profit adjusted for Certain Items (Non-GAAP)	14,608			13,952			656		4.7
Impact of currency fluctuations (1)	(62)						(62)		(0.4)
Comparable gross profit adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	14,546		$	13,952		$	594	4.3	%
Gross margin (GAAP)	18.53		%	18.28		%			25 bps
Impact of inventory valuation adjustment (2)	—			—					0 bps
Gross margin adjusted for Certain Items (Non-GAAP)	18.53			18.28					25 bps
Impact of currency fluctuations (1)	(0.02)								-2 bps
Comparable gross margin adjusted for Certain Items using a constant currency basis (Non-GAAP)	18.51		%	18.28		%			23 bps
Operating expenses (GAAP)	$	11,406		$	10,916		$	490	4.5	%
Impact of restructuring and transformational project costs (3)	(120)			(63)			(57)		(90.5)
Impact of acquisition-related costs (4)	(159)			(116)			(43)		(37.1)
Impact of bad debt reserve adjustments (5)	—			5			(5)		NM
Operating expenses adjusted for Certain Items (Non-GAAP)	11,127			10,742			385		3.6
Impact of currency fluctuations (1)	(61)						(61)		(0.6)
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	11,066		$	10,742		$	324	3.0	%
Operating expense as a percentage of sales (GAAP)	14.47		%	14.30		%			17 bps
Impact of certain item adjustments	(0.36)			(0.23)					-13 bps
Adjusted operating expense as a percentage of sales (Non-GAAP)	14.11		%	14.07		%			4 bps
Operating income (GAAP)	$	3,202		$	3,039		$	163	5.4	%
Impact of inventory valuation adjustment (2)	—			(3)			3		NM
Impact of restructuring and transformational project costs (3)	120			63			57		90.5
Impact of acquisition-related costs (4)	159			116			43		37.1
Impact of bad debt reserve adjustments (5)	—			(5)			5		NM
Operating income adjusted for Certain Items (Non-GAAP)	3,481			3,210			271		8.4
Impact of currency fluctuations (1)	(1)						(1)		—
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	3,480		$	3,210		$	270	8.4	%
Operating margin (GAAP)	4.06		%	3.98		%			8 bps
Operating margin adjusted for Certain Items (Non-GAAP)	4.42		%	4.21		%			21 bps
Operating margin adjusted for Certain Items using a constant currency basis (Non-GAAP)	4.43		%	4.21		%			22 bps
Other expense (GAAP)	$	30		$	227		$	(197)	(86.8)	%
Impact of other non-routine gains and losses (6)	—			(194)			194		NM
Other expense adjusted for Certain Items (Non-GAAP)	$	30		$	33		$	(3)	(9.1)	%

provided in “Non-GAAP Reconciliations” on the subsequent page), in fiscal 2025 were $4.46, a 3.5% increase from the fiscal 2024 amount of $4.31 per share. These results were primarily attributable to the factors discussed previously related to net earnings in fiscal 2025.

	2024		2023		Change in Dollars		%/bps Change
	(In millions, except for share and per share data)
Net earnings (GAAP)	$	1,955	$	1,770	$	185	10.5	%
Impact of inventory valuation adjustment (2)	—		(3)		3		NM
Impact of restructuring and transformational project costs (3)	120		63		57		90.5
Impact of acquisition-related costs (4)	159		116		43		37.1
Impact of bad debt reserve adjustments (5)	—		(5)		5		NM
Impact of other non-routine gains and losses (6)	—		194		(194)		NM
Tax impact of inventory valuation adjustment (7)	—		1		(1)		NM
Tax impact of restructuring and transformational project costs (7)	(29)		(15)		(14)		(93.3)
Tax impact of acquisition-related costs (7)	(38)		(29)		(9)		(31.0)
Tax impact of bad debt reserves adjustments (7)	—		1		(1)		NM
Tax impact of other non-routine gains and losses (7)	—		(49)		49		NM
Net earnings adjusted for Certain Items (Non-GAAP)	$	2,167	$	2,044	$	123	6.0	%
Diluted earnings per share (GAAP)	$	3.89	$	3.47	$	0.42	12.1	%
Impact of inventory valuation adjustment (2)	—		(0.01)		0.01		NM
Impact of restructuring and transformational project costs (3)	0.24		0.12		0.12		100.0
Impact of acquisition-related costs (4)	0.32		0.23		0.09		39.1
Impact of bad debt reserve adjustments (5)	—		(0.01)		0.01		NM
Impact of other non-routine gains and losses (6)	—		0.38		(0.38)		NM
Tax impact of restructuring and transformational project costs (7)	(0.06)		(0.03)		(0.03)		(100.0)
Tax impact of acquisition-related costs (7)	(0.08)		(0.06)		(0.02)		(33.3)
Tax impact of other non-routine gains and losses (7)	—		(0.10)		0.10		NM
Diluted earnings per share adjusted for Certain Items (Non-GAAP) (8)	$	4.31	$	4.01	$	0.30	7.5	%
Diluted shares outstanding	503,096,086		509,719,756

Non-GAAP Reconciliations

(1)			Represents a constant currency adjustment which eliminates the impact of foreign currency fluctuations on the current year results.
(2)			Fiscal 2023 represents an adjustment to a product return allowance related to COVID-related personal protection equipment inventory.
(3)			Fiscal 2024 includes $56 million related to restructuring and severance charges and $64 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy. Fiscal 2023 includes $20 million related to restructuring and severance charges and $43 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy.
(4)			Fiscal 2024 includes $128 million of intangible amortization expense and $31 million in acquisition and due diligence costs. Fiscal 2023 includes $105 million of intangible amortization expense and $10 million in acquisition and due diligence costs.
(5)			Fiscal 2023 represents the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(6)			Fiscal 2023 primarily includes a pension settlement charge of $315 million that resulted from the purchase of a nonparticipating single premium group annuity contract that transferred defined benefit plan obligations to an insurer and $122 million in income from a litigation financing agreement.
(7)			The tax impact of adjustments for Certain Items is calculated by multiplying the pretax impact of each Certain Item by the statutory rates in effect for each jurisdiction where the Certain Item was incurred.
(8)			Individual components of diluted earnings per share may not add up to the total presented due to rounding. Total diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.
NM			Represents that the percentage change is not meaningful.


The discussion of our results includes certain non-GAAP financial measures, including EBITDA and adjusted EBITDA, that we believe provide important perspective with respect to underlying business trends. Other than EBITDA and free cash flow, any non-GAAP financial measures will be denoted as adjusted measures to remove (1) restructuring charges; (2) expenses associated with our various transformation initiatives; (3) severance charges; and (4) acquisition-related costs consisting of: (a) intangible amortization expense and (b) acquisition costs and due diligence costs related to our acquisitions. Adjustments provided herein for fiscal 2025 results of operations also remove the impact of a goodwill impairment charge. No similar charge was applicable in fiscal 2024.

The results of our operations can be impacted due to changes in exchange rates applicable in converting local currencies to U.S. dollars. We measure our results on a constant currency basis. Constant currency operating results are calculated by translating current-period local currency operating results with the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period. We also measure our sales growth excluding the impact of our joint venture in Mexico which was divested in the second quarter of fiscal 2025.

Management believes that adjusting its operating expenses, operating income, operating margin, net earnings and diluted earnings per share to remove these Certain Items, presenting its results on a constant currency basis, and adjusting its sales results to exclude the impact of its joint venture in Mexico provides an important perspective with respect to our underlying business trends and results. It provides meaningful supplemental information to both management and investors that (1) is indicative of the performance of the company’s underlying operations and (2) facilitates comparisons on a year-over-year basis.

Sysco has a history of growth through acquisitions and excludes from its non-GAAP financial measures the impact of acquisition-related intangible amortization, acquisition costs and due diligence costs for those acquisitions. We believe this approach significantly enhances the comparability of Sysco’s results for fiscal year 2025 and fiscal year 2024.

Set forth on the following page is a reconciliation of sales, operating expenses, operating income, net earnings and diluted earnings per share to adjusted results for these measures for the periods presented. Individual components of diluted earnings per share may not be equal to the total presented when added due to rounding. Adjusted diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.

Set forth below is a reconciliation by segment of actual operating expenses and operating income to adjusted results for these measures for the periods presented (dollars in millions):


	2025			2024			Change in Dollars		%/bps Change
	(In millions, except for share and per share data)
Sales (GAAP)	$	81,370		$	78,844		$	2,526	3.2	%
Impact of Mexico joint venture sales	(207)			(536)			329		0.4
Comparable sales excluding Mexico joint venture (Non-GAAP)	$	81,163		$	78,308		$	2,855	3.6	%

Sales (GAAP)	$	81,370		$	78,844		$	2,526	3.2	%
Impact of currency fluctuations (1)	33						33		—
Comparable sales using a constant currency basis (Non-GAAP)	$	81,403		$	78,844		$	2,559	3.2	%




Cost of sales (GAAP)	$	66,401		$	64,236		$	2,165	3.4	%







Gross profit (GAAP)	$	14,969		$	14,608		$	361	2.5	%


Impact of currency fluctuations (1)	(10)						(10)		(0.1)
Comparable gross profit adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	14,959		$	14,608		$	351	2.4	%




Gross margin (GAAP)	18.40		%	18.53		%			-13 bps




Impact of currency fluctuations (1)	(0.02)								-2 bps
Comparable gross margin adjusted for Certain Items using a constant currency basis (Non-GAAP)	18.38		%	18.53		%			-15 bps






Operating expenses (GAAP)	$	11,881		$	11,406		$	475	4.2	%
Impact of restructuring and transformational project costs (2)	(183)			(120)			(63)		(52.5)
Impact of acquisition-related costs (3)	(160)			(159)			(1)		(0.6)


Impact of goodwill impairment	(92)			—			(92)		NM
Operating expenses adjusted for Certain Items (Non-GAAP)	11,446			11,127			319		2.9
Impact of currency fluctuations (1)	(11)						(11)		(0.1)
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	11,435		$	11,127		$	308	2.8	%




Operating expense as a percentage of sales (GAAP)	14.60		%	14.47		%			13 bps
Impact of certain item adjustments	(0.53)			(0.36)					-17 bps
Adjusted operating expense as a percentage of sales (Non-GAAP)	14.07		%	14.11		%			-4 bps

Operating income (GAAP)	$	3,088		$	3,202		$	(114)	(3.6)	%

Impact of restructuring and transformational project costs (2)	183			120			63		52.5
Impact of acquisition-related costs (3)	160			159			1		0.6
Impact of goodwill impairment	92			—			92		NM


Operating income adjusted for Certain Items (Non-GAAP)	3,523			3,481			42		1.2
Impact of currency fluctuations (1)	2						2		0.1
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	3,525		$	3,481		$	44	1.3	%




Operating margin (GAAP)	3.80		%	4.06		%			-26 bps
Operating margin adjusted for Certain Items (Non-GAAP)	4.33		%	4.42		%			-9 bps
Operating margin adjusted for Certain Items using a constant currency basis (Non-GAAP)	4.33		%	4.42		%			-9 bps
















Net earnings (GAAP)	$	1,828		$	1,955		$	(127)	(6.5)	%

Impact of restructuring and transformational project costs (2)	183			120			63		52.5
Impact of acquisition-related costs (3)	160			159			1		0.6
Impact of goodwill impairment	92			—			92		NM





Tax impact of restructuring and transformational project costs (4)	(42)			(29)			(13)		(44.8)
Tax impact of acquisition-related costs (4)	(37)			(38)			1		2.6

	2024			2023			Change in Dollars		%/bps Change
U.S. FOODSERVICE OPERATIONS
Sales (GAAP)	$	55,339		$	53,683		$	1,656	3.1	%
Gross profit (GAAP)	10,708			10,359			349		3.4	%
Gross margin (GAAP)	19.35		%	19.30		%			5 bps
Operating expenses (GAAP)	$	7,035		$	6,772		$	263	3.9	%
Impact of restructuring and transformational project costs (1)	(10)			(1)			(9)		NM
Impact of acquisition-related costs (2)	(61)			(46)			(15)		(32.6)
Impact of bad debt reserve adjustments (3)	—			5			(5)		NM
Operating expenses adjusted for Certain Items (Non-GAAP)	$	6,964		$	6,730		$	234	3.5	%
Operating income (GAAP)	$	3,673		$	3,587		$	86	2.4	%
Impact of restructuring and transformational project costs (1)	10			1			9		NM
Impact of acquisition-related costs (2)	61			46			15		32.6
Impact of bad debt reserve adjustments (3)	—			(5)			5		NM
Operating income adjusted for Certain Items (Non-GAAP)	$	3,744		$	3,629		$	115	3.2	%
INTERNATIONAL FOODSERVICE OPERATIONS
Sales (GAAP)	$	14,561		$	13,560		$	1,001	7.4	%
Impact of currency fluctuations (4)	(256)						(256)		(1.9)
Comparable sales using a constant currency basis (Non-GAAP)	$	14,305		$	13,560		$	745	5.5	%
Gross profit (GAAP)	$	2,947		$	2,641		$	306	11.6	%
Impact of currency fluctuations (4)	(63)						(63)		(2.4)
Comparable gross profit using a constant currency basis (Non-GAAP)	$	2,884		$	2,641		$	243	9.2	%
Gross margin (GAAP)	20.24		%	19.48		%			76 bps
Impact of currency fluctuations (4)	(0.08)								-8 bps
Comparable gross margin using a constant currency basis (Non-GAAP)	20.16		%	19.48		%			68 bps
Operating expenses (GAAP)	$	2,572		$	2,327		$	245	10.5	%
Impact of restructuring and transformational project costs (5)	(45)			(19)			(26)		NM
Impact of acquisition-related costs (6)	(72)			(65)			(7)		(10.8)
Operating expenses adjusted for Certain Items (Non-GAAP)	2,455			2,243			212		9.5
Impact of currency fluctuations (4)	(59)						(59)		(2.7)
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	2,396		$	2,243		$	153	6.8	%
Operating income (GAAP)	$	375		$	314		$	61	19.4	%
Impact of restructuring and transformational project costs (5)	45			19			26		NM
Impact of acquisition-related costs (6)	72			65			7		10.8
Operating income adjusted for Certain Items (Non-GAAP)	492			398			94		23.6
Impact of currency fluctuations (4)	(4)						(4)		(1.0)
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	488		$	398		$	90	22.6	%
SYGMA
Sales (GAAP)	$	7,768		$	7,843		$	(75)	(1.0)	%

	2024			2023			Change in Dollars		%/bps Change
	2025			2024			Change in Dollars		%/bps Change
Gross profit (GAAP)	617			631			(14)		(2.2)	%
	(In millions, except for share and per share data)
Gross margin (GAAP)	7.94		%	8.05		%			-11 bps
Tax impact of goodwill impairment (4)	(10)			—			(10)		NM
Operating expenses (GAAP)	$	545		$	575		$	(30)	(5.2)	%
Impact of other non-routine tax adjustments	10			—			10		NM
Operating income (GAAP)	72			56			16		28.6	%
Net earnings adjusted for Certain Items (Non-GAAP)	$	2,184		$	2,167		$	17	0.8	%
OTHER
Diluted earnings per share (GAAP)	$	3.73		$	3.89		$	(0.16)	(4.1)	%
Sales (GAAP)	$	1,176		$	1,239		$	(63)	(5.1)	%
Impact of restructuring and transformational project costs (2)	0.37			0.24			0.13		54.2
Gross profit (GAAP)	307			326			(19)		(5.8)	%
Impact of acquisition-related costs (3)	0.33			0.32			0.01		3.1
Gross margin (GAAP)	26.11		%	26.31		%			-20 bps
Impact of goodwill impairment	0.19			—			0.19		NM
Operating expenses (GAAP)	$	267		$	269		$	(2)	(0.7)	%
Tax impact of restructuring and transformational project costs (4)	(0.09)			(0.06)			(0.03)		(50.0)
Impact of restructuring and transformational project costs (7)	(10)			—			(10)		NM
Tax impact of acquisition-related costs (4)	(0.08)			(0.08)			—		—
Operating expenses adjusted for Certain Items (Non-GAAP)	$	257		$	269		$	(12)	(4.5)	%
Tax impact of goodwill impairment (4)	(0.02)			—			(0.02)		NM
Operating income (GAAP)	$	40		$	57		$	(17)	(29.8)	%
Impact of other non-routine tax adjustments	0.02			—			0.02		NM
Impact of restructuring and transformational project costs (7)	10			—			10		NM
Diluted earnings per share adjusted for Certain Items (Non-GAAP) (5)	$	4.46		$	4.31		$	0.15	3.5	%
Operating income adjusted for Certain Items (Non-GAAP)	$	50		$	57		$	(7)	(12.3)	%
Diluted shares outstanding	489,825,648			503,096,086
GLOBAL SUPPORT CENTER
Gross loss (GAAP)	$	28		$	(2)		$	30	NM
Impact of inventory valuation adjustment (8)	—			(3)			3		NM
Gross loss adjusted for Certain Items (Non-GAAP)	$	28		$	(5)		$	33	NM
Operating expenses (GAAP)	$	986		$	973		$	13	1.3	%
Impact of restructuring and transformational project costs (9)	(55)			(43)			(12)		(27.9)	%
Impact of acquisition-related costs (10)	(26)			(5)			(21)		NM
Operating expenses adjusted for Certain Items (Non-GAAP)	$	905		$	925		$	(20)	(2.2)	%
Operating loss (GAAP)	$	(958)		$	(975)		$	17	1.7	%
Impact of inventory valuation adjustment (8)	—			(3)			3		NM
Impact of restructuring and transformational project costs (9)	55			43			12		27.9	%
Impact of acquisition-related costs (10)	26			5			21		NM
Operating loss adjusted for Certain Items (Non-GAAP)	$	(877)		$	(930)		$	53	5.7	%

(1)			~~Primarily~~Represents ~~represents~~a ~~severance~~constant ~~and~~currency ~~transformation~~adjustment ~~costs~~which eliminates the impact of foreign currency fluctuations on the current year results.
(2)			~~Primarily~~Fiscal ~~represents~~2025 ~~intangible~~includes ~~amortization~~$57 ~~expense~~million related to restructuring and ~~acquisition~~severance charges and $126 million related to various transformation initiative costs, primarily consisting of supply chain transformation costs and changes to our business technology strategy. Fiscal 2024 includes $56 million related to restructuring and severance charges and $64 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy.
(3)			Fiscal ~~2023~~2025 ~~represents~~includes ~~the~~$133 ~~reduction~~million of ~~bad~~intangible ~~debt~~amortization ~~charges~~expense ~~previously~~and ~~taken~~$27 onmillion ~~pre-pandemic~~in ~~trade~~acquisition ~~receivable~~and ~~balances~~due diligence costs. Fiscal 2024 includes $128 million of intangible amortization expense and $31 million in ~~fiscal~~acquisition ~~2020~~and due diligence costs.
(4)			~~Represents~~The atax ~~constant~~impact ~~currency~~of ~~adjustment,~~adjustments ~~which~~for ~~eliminates~~Certain Items is calculated by multiplying the pretax impact of ~~foreign~~each ~~currency~~Certain ~~fluctuations~~Item onby ~~current~~the ~~year~~statutory ~~results~~rates in effect for each jurisdiction where the Certain Item was incurred.
(5)			~~Includes~~Individual ~~restructuring~~components ~~and~~of ~~transformation~~diluted ~~costs~~earnings ~~primarily~~per inshare ~~Europe~~may not add up to the total presented due to rounding. Total diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.
(6)			Represents intangible amortization expense.
(7)			Primarily represents restructuring costs.
(8)			Fiscal 2023 represents an adjustment to a product return allowance related to COVID-related personal protection equipment inventory.
(9)			Includes various transformation initiative costs, primarily consisting of changes to our business technology strategy.
(10)			Represents due diligence costs.
NM			Represents that the percentage change is not meaningful.

Set forth below is a reconciliation by segment of actual operating expenses and operating income to adjusted results for these measures for the periods presented (dollars in millions):


	2025			2024			Change in Dollars		%/bps Change
U.S. FOODSERVICE OPERATIONS
Sales (GAAP)	$	56,965		$	55,339		$	1,626	2.9	%



Gross profit (GAAP)	10,875			10,708			167		1.6	%



Gross margin (GAAP)	19.09		%	19.35		%			-26 bps



Operating expenses (GAAP)	$	7,359		$	7,035		$	324	4.6	%
Impact of restructuring and transformational project costs (1)	(45)			(10)			(35)		NM
Impact of acquisition-related costs (2)	(71)			(61)			(10)		(16.4)


Operating expenses adjusted for Certain Items (Non-GAAP)	$	7,243		$	6,964		$	279	4.0	%



Operating income (GAAP)	$	3,516		$	3,673		$	(157)	(4.3)	%
Impact of restructuring and transformational project costs (1)	45			10			35		NM
Impact of acquisition-related costs (2)	71			61			10		16.4


Operating income adjusted for Certain Items (Non-GAAP)	$	3,632		$	3,744		$	(112)	(3.0)	%



INTERNATIONAL FOODSERVICE OPERATIONS
Sales (GAAP)	$	14,905		$	14,561		$	344	2.4	%
Impact of Mexico joint venture sales	(207)			(536)			329		2.4
Comparable sales excluding Mexico joint venture (Non-GAAP)	$	14,698		$	14,025		$	673	4.8	%

Sales (GAAP)	$	14,905		$	14,561		$	344	2.4	%
Impact of currency fluctuations (3)	29						29		0.2
Comparable sales using a constant currency basis (Non-GAAP)	$	14,934		$	14,561		$	373	2.6	%



Gross profit (GAAP)	$	3,109		$	2,947		$	162	5.5	%


Impact of currency fluctuations (3)	(11)						(11)		(0.4)
Comparable gross profit using a constant currency basis (Non-GAAP)	$	3,098		$	2,947		$	151	5.1	%





Gross margin (GAAP)	20.86		%	20.24		%			62 bps
Impact of currency fluctuations (3)	(0.12)								-12 bps
Comparable gross margin using a constant currency basis (Non-GAAP)	20.74		%	20.24		%			50 bps

Operating expenses (GAAP)	$	2,672		$	2,572		$	100	3.9	%
Impact of restructuring and transformational project costs (4)	(74)			(45)			(29)		(64.4)
Impact of acquisition-related costs (5)	(74)			(72)			(2)		(2.8)


Operating expenses adjusted for Certain Items (Non-GAAP)	2,524			2,455			69		2.8


Impact of currency fluctuations (3)	(11)						(11)		(0.4)
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	2,513		$	2,455		$	58	2.4	%

Operating income (GAAP)	$	437		$	375		$	62	16.5	%
Impact of restructuring and transformational project costs (4)	74			45			29		64.4
Impact of acquisition-related costs (5)	74			72			2		2.8


	2025			2024			Change in Dollars		%/bps Change
Operating income adjusted for Certain Items (Non-GAAP)	585			492			93		18.9


Impact of currency fluctuations (3)	—						—		—
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	585		$	492		$	93	18.9	%

SYGMA
Sales (GAAP)	$	8,410		$	7,768		$	642	8.3	%



Gross profit (GAAP)	662			617			45		7.3	%



Gross margin (GAAP)	7.87		%	7.94		%			-7 bps



Operating expenses (GAAP)	$	581		$	545		$	36	6.6	%








Operating income (GAAP)	81			72			9		12.5	%








OTHER
Sales (GAAP)	$	1,090		$	1,176		$	(86)	(7.3)	%



Gross profit (GAAP)	266			307			(41)		(13.4)	%



Gross margin (GAAP)	24.40		%	26.11		%			-171 bps



Operating expenses (GAAP)	$	339		$	267		$	72	27.0	%
Impact of restructuring and transformational project costs (6)	—			(10)			10		NM
Impact of goodwill impairment	(92)			—			(92)		NM



Operating expenses adjusted for Certain Items (Non-GAAP)	$	247		$	257		$	(10)	(3.9)	%



Operating (loss) income (GAAP)	$	(73)		$	40		$	(113)	NM
Impact of restructuring and transformational project costs (6)	—			10			(10)		NM
Impact of goodwill impairment	92			—			92		NM



Operating income adjusted for Certain Items (Non-GAAP)	$	19		$	50		$	(31)	(62.0)	%



GLOBAL SUPPORT CENTER
Gross Profit (GAAP)	$	57		$	28		$	29	NM



Operating expenses (GAAP)	$	930		$	986		$	(56)	(5.7)	%
Impact of restructuring and transformational project costs (7)	(64)			(55)			(9)		(16.4)
Impact of acquisition-related costs (8)	(15)			(26)			11		42.3


Operating expenses adjusted for Certain Items (Non-GAAP)	$	851		$	905		$	(54)	(6.0)	%



Operating loss (GAAP)	$	(873)		$	(958)		$	85	8.9	%

Impact of restructuring and transformational project costs (7)	64			55			9		16.4
Impact of acquisition-related costs (8)	15			26			(11)		(42.3)


Operating loss adjusted for Certain Items (Non-GAAP)	$	(794)		$	(877)		$	83	9.5	%


(1)			Primarily represents severance and transformation costs.
(2)			Fiscal 2025 and fiscal 2024 include intangible amortization expense and acquisition costs.

(3)			Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on current year results.
(4)			Includes restructuring and transformation costs primarily in Europe.
(5)			Primarily represents intangible amortization expense and acquisition costs.
(6)			Primarily represents restructuring costs.

(7)			Includes various transformation initiative costs, primarily consisting of changes to our business technology strategy.
(8)			Represents due diligence costs.
NM			Represents that the percentage change is not meaningful.

EBITDA and Adjusted EBITDA

EBITDA and adjusted EBITDA should not be used as a substitute for the most comparable GAAP measure in assessing Sysco’s overall financial performance for the periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. See “Key Performance Indicators” for further discussion regarding this non-GAAP financial measure. Set forth below is a reconciliation of actual net earnings (loss) to EBITDA and to adjusted EBITDA results for the periods presented (dollars in millions):

	2024		2023		Change in Dollars		% Change
	2025		2024		Change in Dollars		% Change
Net earnings (GAAP)	$	1,~~955~~828	$	1,~~770~~955	$	~~185~~(127)	10(6.5)	%
Interest (GAAP)	~~607~~635		~~527~~607		8028		154.26
Income taxes (GAAP)	~~610~~587		~~515~~610		95(23)		18(3.48)
Depreciation and amortization (GAAP)	~~873~~945		~~776~~873		9772		128.52
EBITDA (Non-GAAP)	$	43,~~045~~995	$	34,~~588~~045	$	~~457~~(50)	12(1.72)	%
Certain Item adjustments:
Impact of inventory valuation adjustment (1)	$	—	$	(3)	$	3	NM
Impact of restructuring and transformational project costs (1)	179		116		63		54.3
Impact of restructuring and transformational project costs (2)	116		61		55		90.2
Impact of acquisition-related costs (2)	27		31		(4)		(12.9)
Impact of acquisition-related costs (3)	31		10		21		NM
Impact of goodwill impairment	92		—		92		NM
Impact of bad debt reserve adjustments (4)	—		(4)		4		NM
EBITDA adjusted for Certain Items (Non-GAAP) (3)	$	4,293	$	4,192	$	101	2.4	%
Impact of other non-routine gains and losses (5)	—		194		(194)		NM
Other expense (income), net, as adjusted (Non-GAAP)	38		30		8		26.7
EBITDA adjusted for Certain Items (Non-GAAP) (6)	$	4,192	$	3,846	$	346	9.0	%
Depreciation and amortization, as adjusted (Non-GAAP) (4)	(808)		(741)		(67)		(9.0)
Other expense (income), net, as adjusted (Non-GAAP) (7)	30		33		(3)		(9.1)
Operating income adjusted for Certain Items (Non-GAAP)	$	3,523	$	3,481	$	42	1.2	%
Depreciation and amortization, as adjusted (Non-GAAP) (8)	(741)		(669)		(72)		(10.8)
Operating income adjusted for Certain Items (Non-GAAP)	$	3,481	$	3,210	$	271	8.4	%

(1)			Fiscal ~~2023~~2025 ~~represents~~and an2024 ~~adjustment~~include charges related to arestructuring ~~product~~and ~~return~~severance, ~~allowance~~as ~~related~~well as various transformation initiative costs, primarily consisting of supply chain transformation costs and changes to ~~COVID-related~~our ~~personal~~business ~~protection~~technology ~~equipment~~strategy, ~~inventory~~excluding charges related to accelerated depreciation.
(2)			Fiscal ~~2024~~2025 and ~~2023~~2024 include ~~charges~~acquisition ~~related to restructuring~~ and ~~severance,~~due asdiligence ~~well as various transformation initiative~~ costs~~, primarily consisting of changes to our business technology strategy and exclude charges related to accelerated depreciation~~.
(3)			~~Fiscal~~In ~~2024~~arriving at adjusted EBITDA, Sysco does not exclude interest income of $29 million and ~~2023~~$38 ~~include~~million ~~acquisition~~or non-cash stock compensation expense of $93 million and ~~due~~$104 ~~diligence~~million ~~costs~~for fiscal 2025 and fiscal 2024, respectively.
(4)			Fiscal ~~2023~~2025 ~~represents~~includes ~~the~~$945 ~~reduction~~million ofin ~~bad~~GAAP ~~debt~~depreciation ~~charges~~and ~~previously~~amortization ~~taken~~expense, onless ~~pre~~$137 million of Non-~~pandemic~~GAAP ~~trade~~depreciation ~~receivable~~and ~~balances~~amortization expense primarily related to acquisitions. Fiscal 2024 includes $873 million in ~~fiscal~~GAAP ~~2020~~depreciation and amortization expense, less $132 million of Non-GAAP depreciation and amortization expense primarily related to acquisitions.
(5)			Fiscal 2023 primarily includes a pension settlement charge of $315 million that resulted from the purchase of a nonparticipating single premium group annuity contract that transferred defined benefit plan obligations to an insurer and $122 million in income from a litigation financing agreement.
(6)			In arriving at adjusted EBITDA, Sysco does not exclude interest income of $38 million and $24 million or non-cash stock compensation expense of $104 million and $95 million for fiscal 2024 and fiscal 2023, respectively.
(7)			Fiscal 2024 represents $30 million in GAAP other expense (income), net. Fiscal 2023 represents $227 million in GAAP other expense (income), net less $315 million due to the certain items impact of a pension settlement charge that resulted from the purchase of a nonparticipating single premium group annuity contract that transferred defined benefit plan obligations to an insurer and $122 million in income from a litigation financing agreement.
(8)			Fiscal 2024 includes $873 million in GAAP depreciation and amortization expense, less $132 million of Non-GAAP depreciation and amortization expense primarily related to acquisitions. Fiscal 2023 includes $776 million in GAAP depreciation and amortization expense, less $107 million of Non-GAAP depreciation and amortization expense primarily related to acquisitions.
NM			Represents that the percentage change is not meaningful.

Liquidity and Capital Resources

Highlights

Below are comparisons of the cash flows from fiscal ~~2024~~2025 to fiscal ~~2023~~2024:

•Cash flows from operations were $32.05 billion in fiscal ~~2024~~2025, compared to $23.90 billion in fiscal ~~2023~~2024;

•Net capital expenditures totaled $~~753~~692 million in fiscal ~~2024~~2025, compared to $~~751~~753 million in fiscal ~~2023~~2024;

•Free cash flow was $2.2 billion in fiscal 2024, compared to $2.1 billion in fiscal 2023 (see “Cash Flows – Free Cash Flow – Non-GAAP Reconciliation” below for an explanation of this non-GAAP financial measure);43

•~~Cash~~Free ~~used~~cash ~~for~~flow ~~acquisition of businesses~~ was $1.28 billion in fiscal ~~2024~~2025, compared to $372.2 ~~million~~billion in fiscal ~~2023~~2024 (see “Cash Flows – Free Cash Flow – Non-GAAP Reconciliation” below for an explanation of this non-GAAP financial measure);

41•Cash used for acquisition of businesses was $40 million in fiscal 2025, compared to $1.2 billion in fiscal 2024;

•Dividends paid were $1.0 billion in fiscal ~~2024~~2025, ~~compared~~and ~~to $996 million~~ in fiscal ~~2023~~2024;

•Cash paid for treasury stock repurchases was $1.23 billion in fiscal ~~2024~~2025, compared to $~~500~~1.2 ~~million~~billion in fiscal ~~2023~~2024;

•We issued senior notes totaling $1.025 billion in fiscal ~~2024.~~2025, Weand ~~repaid~~totaling ~~senior notes in the amount of~~ $~~549~~1.0 billion ~~million~~ in fiscal ~~2023~~2024; and

•The commercial paper amount outstanding as of the end of fiscal ~~2024~~2025 was $~~200~~ 205 million. There were no$200 million in commercial paper amounts outstanding as of the end of fiscal ~~2023~~2024.

As of June 2928, ~~2024~~2025, there were no borrowings outstanding under our long-term revolving credit facility and the company had approximately $3.58 billion in cash and available liquidity. As of August 165, ~~2024~~2025, the company had approximately $2.57 billion in cash and available liquidity.

Sources and Uses of Cash

Sysco generates cash in the U.S. and internationally. Sysco’s strategic objectives include continuous investment in our business; these investments are funded primarily by cash from operations and, to a lesser extent, external borrowings. Traditionally, our operations have produced significant cash flow and, due to our strong financial position, we believe that we will continue to be able to effectively access capital markets, as needed. Cash generated from operations is generally allocated to:

•working capital- investments;

•capital investments in facilities, systems, fleet, other equipment and technology;

•acquisitions consistent with our growth strategy;

•debt repayments;

•cash dividends; and

•share repurchases.

Any remaining cash generated from operations may be invested in high-quality, short-term instruments. As a part of our ongoing strategic analysis, we regularly evaluate business opportunities, including potential acquisitions and sales of assets and businesses, and our overall capital structure. Any transactions resulting from these evaluations may materially impact our liquidity, borrowing capacity, leverage ratios and capital availability.

We continue to be in a strong financial position based on our balance sheet and operating cash flows; however, our liquidity and capital resources can be influenced by macro-economic trends and conditions that impact our results of operations. We believe our mechanisms to manage working capital, such as actively working with customers to receive payments on receivables, optimizing inventory levels and maximizing payment terms with vendors, have been sufficient to limit a significant unfavorable impact on our cash flows from operations. We believe these mechanisms will continue to mitigate any unfavorable impact on our cash flows from operations arising from macro-economic trends and conditions.

We extend credit terms to some of our customers based on our assessment of each customer’s creditworthiness. We monitor each customer’s account and will suspend shipments if necessary. In the ordinary course of business, customers periodically negotiate extended payment terms on trade accounts receivable. The company may utilize purchase arrangements with third-party financial institutions to transfer portions of our trade accounts receivable balance on a non-recourse basis in order to extend terms for the customer without negatively impacting our cash flow. The arrangements meet the requirements for the receivables transferred to be accounted for as sales. See Note 1, “Summary of Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8 for additional information.

As of June 2928, ~~2024~~2025, we had $~~696~~1.1 ~~million~~billion in cash and cash equivalents, approximately 9164% of which was held by our international subsidiaries and generated from our earnings of international operations. If these earnings were transferred among countries or repatriated to the U.S., such amounts may be subject to withholding and additional foreign tax obligations. ~~Additionally, Sysco Corporation has provided intercompany loans to certain of its international subsidiaries. When interest and principal payments are made, some of this cash will move to the U.S.~~

4244

~~Our~~Additionally, ~~wholly~~Sysco ~~owned~~Corporation ~~captive~~has ~~insurance~~provided ~~subsidiary~~intercompany ~~(the~~loans ~~Captive)~~to ~~must~~certain ~~maintain~~of aits ~~sufficient~~international ~~level~~subsidiaries. ofWhen ~~liquidity~~interest toand ~~fund~~principal ~~future reserve~~ payments. Asare ~~of June 29~~made, ~~2024,~~some ~~the Captive held $126 million~~ of ~~fixed~~this ~~income marketable securities and $249 million of restricted~~ cash ~~and~~will ~~restricted~~move ~~cash equivalents in a restricted investment portfolio in order~~ to ~~meet solvency requirements. We purchased $33 million in marketable securities in fiscal 2024 and received $29 million in proceeds from~~ the ~~sale of marketable securities in the period~~U.S.

Our wholly owned captive insurance subsidiary (the Captive) must maintain a sufficient level of liquidity to fund future reserve payments. As of June 28, 2025, the Captive held $132 million of fixed income marketable securities and $277 million of restricted cash and restricted cash equivalents in a restricted investment portfolio in order to meet solvency requirements. We purchased $32 million in marketable securities in fiscal 2025 and received $29 million in proceeds from the sale of marketable securities in the period.

Cash Requirements

Our cash requirements within the next twelve months include accounts payable and accrued liabilities, current maturities of long-term debt, other current liabilities, purchase commitments and other obligations. We expect the cash required to meet these obligations to be primarily generated through a combination of cash from operations and access to capital from financial markets.

Our long-term cash requirements under our various contractual obligations and commitments include:

•Debt Obligations and Interest Payments – See Note 12, “Debt and Other Financing Arrangements,” in the Notes to Consolidated Financial Statements in Item 8 for further detail of our debt and the timing of expected future principal and interest payments.

•Operating and Finance Leases – See Note 13, “Leases,” in the Notes to Consolidated Financial Statements in Item 8 for further detail of our obligations and the timing of expected future payments.

•Deferred Compensation – The estimate of the timing of future payments under the Executive Deferred Compensation Plan and Management Savings Plan involves the use of certain assumptions, including retirement ages and payout periods. See Note 14, “Company-Sponsored Employee Benefit Plans,” in the Notes to Consolidated Financial Statements in Item 8 for further detail of our obligations and the timing of expected future payments.

•Purchase and Other Obligations – Purchase obligations include agreements for purchases of product in the normal course of business for which all significant terms have been confirmed, including minimum quantities resulting from our category management process. Such amounts are based on estimates. Purchase obligations also include amounts committed with various third-party service providers to provide information technology services and warehouse management services for periods up to fiscal 2036. See discussion under Note 20, “Commitments and Contingencies,” in the Notes to Consolidated Financial Statements in Item 8. Purchase obligations exclude full requirements electricity contracts where no stated minimum purchase volume is required.

•Other Liabilities – These include other long-term liabilities reflected in our consolidated balance sheets as of June 2928, ~~2024~~2025, including obligations associated with certain employee benefit programs, unrecognized tax benefits and various long-term liabilities which have some inherent uncertainty in the timing of these payments.

•Contingent Consideration – Certain acquisitions involve contingent consideration typically payable only if certain operating results are attained or certain outstanding contingencies are resolved.

We believe the following sources will be sufficient to meet our anticipated cash requirements for at least the next twelve months while maintaining sufficient liquidity for normal operating purposes:

•our cash flows from operations;

•the availability of additional capital under our existing commercial paper programs, supported by our revolving credit facility; and

•our ability to access capital from financial markets, including issuances of debt securities, either privately or under our shelf registration statement filed with the SEC.

Due to our strong financial position, we believe that we will continue to be able to effectively access the commercial paper market and long-term capital markets if necessary.

4345

Cash Flows

Operating Activities

We generated $32.05 billion in cash flows from operations in fiscal ~~2024~~2025, compared to cash flows from operations of $23.90 billion in fiscal ~~2023~~2024. In fiscal ~~2024~~2025, these amounts included year-over-year ~~favorable~~unfavorable comparisons on working capital of $21317 million due to ~~a favorable comparison on accounts receivable of $161 million, partially offset by~~ an unfavorable comparison on ~~accounts~~inventory ~~payable~~ and ~~inventory~~accounts receivable of $92260 million and $4896 million, respectively., ~~Accrued~~partially ~~expenses~~offset ~~also~~by ~~had~~a anfavorable ~~unfavorable~~ comparison ofon ~~$34~~accounts ~~million,~~payable ~~primarily~~of ~~related~~$39 ~~to accrued payroll and earnout liabilities~~million. Income taxes negatively impacted cash flows from operations by $36115 million, as estimated payments made were higher than in fiscal ~~2023~~2024.

Tax relief provided by the IRS related to the effects of severe storms in Texas that began on April 26, 2024 resulted in the deferral of approximately $85 million of fiscal 2024 fourth quarter U.S. federal estimated tax payments to the second quarter of fiscal 2025.

Investing Activities

Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024 capital expenditures included:

•buildings and building improvements;

•fleet replacements;

•investments in technology; and

•warehouse equipment.

The following table sets forth the company’s total plant and equipment additions:

2024

2023

2025

2024

(In millions)

Net cash capital expenditures

~~753~~692

~~751~~753

Plant and equipment acquired through financing programs

~~402~~281

~~197~~402

Assets obtained in exchange for finance lease obligations

~~115~~202

~~114~~115

Total net plant and equipment additions

1,~~270~~175

1,~~062~~270

Our capital expenditures in fiscal ~~2024~~2025 were $3974 million higher than in fiscal ~~2023~~2024, as we made investments to advance our Recipe for Growth strategy. ~~Consistent~~We ~~with fiscal 2024, we~~ expect our capital expenditures in fiscal ~~2025~~2026 to be approximately 1$700 million.0% ~~of sales.~~

During fiscal ~~2024~~2025, we paid $~~1.2~~40 ~~billion~~million, net of cash acquired, for acquisitions. During fiscal ~~2023~~2024, we paid $371.2 ~~million~~billion, net of cash acquired, for acquisitions.

During fiscal 2025, we received $214 million in proceeds from sales of plant and equipment, which was primarily attributable to proceeds received from sale leaseback transactions. During fiscal 2024, we received $79 million in proceeds from sales of plant and equipment.

Free Cash Flow

Our free cash flow for fiscal ~~2024~~2025 ~~increased~~decreased by $~~119~~418 million, to $21.28 billion, as compared to fiscal ~~2023~~2024, principally as a result of ana ~~increase~~decrease in cash flows from operations, an increase in capital expenditures, partially offset by aan ~~year-over-year~~ increase in ~~capital~~proceeds ~~expenditures~~from sales of plant and equipment.

4446

Non-GAAP Reconciliation

Free cash flow should not be used as a substitute for the most comparable GAAP measure in assessing the company’s liquidity for the periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. See “Key Performance Indicators” for further discussion regarding this non-GAAP financial measure. In the table that follows, free cash flow for each period presented is reconciled to net cash provided by operating activities.

	2024		2023		Change in Dollars		% Change
	2025		2024		Change in Dollars		% Change
	(In millions)
Net cash provided by operating activities (GAAP)	$	2,~~989~~510	$	2,~~868~~989	$	~~121~~(479)	4(16.20)	%
Additions to plant and equipment	(~~832~~906)		(~~793~~832)		(3974)		(48.9)
Proceeds from sales of plant and equipment	79214		4279		37135		88170.19
Free Cash Flow (Non-GAAP)	$	21,~~236~~818	$	2,~~117~~236	$	~~119~~(418)	5(18.67)	%

Financing Activities

Equity Transactions

Proceeds from exercises of share-based compensation awards were $~~120~~110 million and $79120 million in fiscal ~~2024~~2025 and fiscal ~~2023~~2024, respectively. The level of option exercises, and thus proceeds, will vary from period to period and is largely dependent on movements in our stock price and the time remaining before option grants expire.

We have traditionally engaged in share repurchase programs to allow Sysco to continue offsetting dilution resulting from shares issued under the company’s benefit plans and to make opportunistic repurchases. In May 2021, our Board of Directors approved a share repurchase program to authorize the repurchase of up to $5.0 billion of the company’s common stock which will remain available until fully utilized. We repurchased 16,~~128~~988,~~932~~703 shares for $1.23 billion during fiscal ~~2024~~2025. As of June 2928, ~~2024~~2025, we had a remaining authorization of approximately $21.85 billion. We expect to complete approximately $1.0 billion in share repurchases in fiscal ~~2025~~2026; however, this amount is subject to change based on economic conditions and the level of any acquisition activity in fiscal 2026. As of August 165, ~~2024~~2025, we have repurchased ~~862,718~~no additional shares ~~for approximately $63 million~~ under this authorization.

We have made dividend payments to our shareholders in each fiscal year since our company’s inception. Dividends paid in fiscal ~~2024~~2025 were $1.0 billion, or $2.0004 per share, as compared to $~~996~~1.0 ~~million~~billion, or $12.9600 per share, in fiscal ~~2023~~2024. In April ~~2024~~2025, we declared our regular quarterly dividend for the fourth quarter of fiscal ~~2024~~2025 of $0.5154 per share, arepresenting an increase of $0.0103 per share. ~~increase~~This ~~from~~dividend ~~the prior quarter, which~~ was paid in July ~~2024~~2025.

In August ~~2021~~2024, we filed a universal shelf registration statement with the SEC under which we, as a well-known seasoned issuer, have the ability to issue and sell an indeterminate amount of various types of debt and equity securities. The specific terms of any securities we issue under this registration statement, ~~which we expect to replace with a new universal shelf registration statement to be filed shortly after this Form 10-K,~~ will be provided in the applicable prospectus supplements.

In November 2000, we filed with the SEC a shelf registration statement covering 30,000,000 shares of common stock to be offered from time to time in connection with acquisitions. As of August 165, ~~2024~~2025, there were 29,477,835 shares ~~remained~~remaining ~~available~~ for issuance under this registration statement.

Debt Activity and Borrowing Availability

Our debt activity, including issuances and repayments, and our borrowing availability is described in Note 12, “Debt and Other Financing Arrangements,” in the Notes to Consolidated Financial Statements in Item 8. Our outstanding borrowings at June 2928, ~~2024~~2025, and repayment activity since the end of fiscal ~~2024~~2025 are disclosed within those notes. Updated amounts at August 165, ~~2024~~2025, include:

•No outstanding borrowings from the long-term revolving credit facility supporting our commercial paper programs;

•$~~1.0~~746 ~~billion~~million outstanding borrowings under our U.S. commercial paper program; and

•$~~132~~341 million outstanding borrowings under our commercial paper program in Europe.

4547

Our aggregate commercial paper issuances and short-term bank borrowings had weighted average interest rates of 54.4957% for fiscal ~~2024~~2025 and 45.1049% for fiscal ~~2023~~2024.

~~The~~Senior ~~availability~~notes ofclassified ~~financing~~within incurrent ~~the~~maturities ~~form~~ of long-term debt istotaling ~~influenced~~$750 million bywill ~~many~~mature ~~factors,~~on ~~including~~October ~~our profitability~~1, ~~free~~2025. ~~cash~~Senior ~~flows,~~notes ~~debt~~classified ~~levels,~~within ~~credit~~long-term ~~ratings,~~ debt ~~covenants~~totaling ~~and~~$999 million ~~economic~~will ~~and~~mature ~~market~~on ~~conditions.~~July ~~As of August 16~~15, ~~2024,~~2026. ~~Moody’s~~We ~~Investors~~expect ~~Service~~to ~~has~~fund ~~assigned~~the usrepayment ~~an unsecured debt credit rating~~ of ~~Baa1~~this ~~and a ratings outlook of “stable.” Standard & Poor’s has assigned us an unsecured~~ debt ~~credit~~using ~~rating of BBB and~~ a ~~ratings~~combination ~~outlook~~ of ~~“stable.”~~cash ~~Fitch~~flows ~~Ratings~~from ~~Inc.~~operations ~~has assigned us an unsecured debt credit rating of BBB~~ and ~~a ratings outlook of “stable.” A significant downgrade in our credit ratings or adverse conditions in~~ the ~~capital~~proceeds ~~markets~~from ~~may~~issuances ~~increase the cost~~ of ~~borrowing~~commercial ~~for~~paper ~~us or limit our access to capital. To date, we have not experienced difficulty accessing the credit markets. As of August 16, 2024, the company had approximately $2.5 billion in cash~~ and ~~available~~long-term ~~liquidity~~debt.

~~Our~~The ~~long-term~~availability ~~revolving~~of ~~credit~~financing ~~facility~~in ~~includes~~the ~~aggregate~~form ~~commitments~~ of ~~the~~debt ~~lenders~~is ~~thereunder~~influenced ofby ~~$3.0 billion~~many ~~with~~factors, anincluding ~~option~~our toprofitability, ~~increase~~free ~~such~~cash ~~commitments~~flows, todebt $4levels, credit ratings, debt covenants and economic and market conditions.0 As of August ~~billion.~~5, ~~The~~2025, ~~facility~~Moody’s ~~includes~~Investors aService ~~covenant,~~has ~~among~~assigned ~~others,~~us ~~requiring~~an ~~Sysco~~unsecured todebt ~~maintain~~credit rating of Baa1 and a ~~ratio~~ratings outlook of ~~consolidated~~“stable.” ~~EBITDA~~Standard to& ~~consolidated~~Poor’s ~~interest~~has ~~expense~~assigned us an unsecured debt credit rating of ~~3.0~~BBB toand ~~1.0~~a ~~over~~ratings ~~four~~outlook ~~consecutive~~of ~~fiscal~~“stable.” ~~quarters~~Fitch Ratings Inc. ~~The~~has ~~revolving~~assigned us an unsecured debt credit ~~facility~~rating ~~expires~~of onBBB ~~April~~and ~~29,~~a ~~2027.~~ratings Asoutlook of ~~June~~“stable.” ~~29,~~A ~~2024,~~significant ~~Sysco~~downgrade ~~was~~in our credit ratings or adverse conditions in ~~compliance~~the ~~with~~capital ~~all~~markets may increase the cost of ~~its~~borrowing ~~debt~~for ~~covenants~~us ~~and~~or ~~the~~limit ~~company~~our ~~expects~~access to ~~remain~~capital. inTo ~~compliance~~date, ~~through~~we have not experienced difficulty accessing the ~~next~~credit ~~twelve~~markets. ~~months~~As of August 5, 2025, the company had approximately $2.7 billion in cash and available liquidity.

~~Sysco’s~~Our ~~U.S.~~long-term ~~commercial~~revolving ~~paper~~credit ~~dealer~~facility ~~agreement~~ includes anaggregate ~~issuance~~commitments ~~allowance~~of ~~for~~the anlenders ~~aggregate~~thereunder ~~amount~~of ~~not~~$3.0 billion with an option to ~~exceed~~increase such commitments to $34.0 billion. ~~Our~~The ~~commercial~~facility ~~paper~~includes ~~dealer~~a ~~agreement~~covenant, inamong ~~Europe~~others, ~~includes~~requiring anSysco ~~issuance~~to ~~allowance~~maintain ~~for~~a anratio ~~aggregate~~of ~~amount~~consolidated ~~not~~EBITDA to ~~exceed~~consolidated ~~€250 million~~interest expense of 3.0 ~~Any~~to ~~outstanding~~1.0 ~~commercial~~over ~~paper~~four ~~balances~~consecutive ~~are~~fiscal ~~classified~~quarters. ~~within~~The ~~long-term~~revolving ~~debt~~credit facility expires on April 29, as2027. ~~the~~As ~~programs~~of ~~are~~June ~~supported~~28, by2025, Sysco was in compliance with all of its debt covenants and the ~~long-term~~company ~~revolving~~expects ~~credit~~to ~~facility~~remain in compliance through the next twelve months.

Sysco’s U.S. commercial paper dealer agreement includes an issuance allowance for an aggregate amount not to exceed $3.0 billion. Our commercial paper dealer agreement in Europe includes an issuance allowance for an aggregate amount not to exceed €500 million. Any outstanding commercial paper balances are classified within long-term debt, as the programs are supported by the long-term revolving credit facility.

Guarantor Summarized Financial Information

On January 19, 2011, the wholly owned U.S. Broadline subsidiaries of Sysco Corporation, which distribute a full line of food products and a wide variety of non-food products, entered into full and unconditional guarantees of all outstanding senior notes and debentures of Sysco Corporation. A list of the current guarantors is included in Exhibit 22 to this Form 10-K. All subsequent issuances of senior notes and debentures in the U.S. and borrowings under the company’s $3.0 billion long-term revolving credit facility have also been guaranteed by these subsidiaries, as discussed in Note 12, “Debt and Other Financing Arrangements,” in the Notes to Consolidated Financial Statements in Item 8. As of June 2928, ~~2024~~2025, Sysco had a total of $1011.58 billion in senior notes, debentures and borrowings under the long-term revolving credit facility that were guaranteed by these subsidiary guarantors. Our remaining consolidated subsidiaries (non-guarantor subsidiaries) are not obligated under the senior notes indenture, debentures indenture or our long-term revolving credit facility.

All subsidiary guarantors are 100% owned by the parent company, all guarantees are full and unconditional, and all guarantees are joint and several. The guarantees rank equally and ratably in right of payment with all other existing and future unsecured and unsubordinated indebtedness of the respective guarantors.

The assets of Sysco Corporation consist principally of the stock of its subsidiaries. Therefore, the rights of Sysco Corporation and the rights of its creditors to participate in the assets of any subsidiary upon liquidation, recapitalization or otherwise will be subject to the prior claims of that subsidiary’s creditors, except to the extent that claims of Sysco Corporation itself and/or the claims of those creditors themselves may be recognized as creditor claims of the subsidiary. Furthermore, the ability of Sysco Corporation to service its indebtedness and other obligations is dependent upon the earnings and cash flow of its subsidiaries and the distribution or other payment to it of such earnings or cash flow. If any of Sysco Corporation’s subsidiaries becomes insolvent, the direct creditors of that subsidiary will have a prior claim on its assets. Sysco Corporation’s rights and the rights of its creditors, including the rights of a holder of senior notes as an owner of debt securities, will be subject to that prior claim unless Sysco Corporation or such noteholder, if such noteholder’s debt securities are guaranteed by such subsidiary, also is a direct creditor of that subsidiary.

The guarantee of any subsidiary guarantor with respect to a series of senior notes or debentures may be released under certain customary circumstances. If we exercise our defeasance option with respect to the senior notes or debentures of any series, then any subsidiary guarantor effectively will be released with respect to that series. Further, each subsidiary guarantee will remain in full force and effect until the earliest to occur of the date, if any, on which (1) the applicable subsidiary guarantor shall consolidate with or merge into Sysco Corporation or any successor of Sysco Corporation or (2) Sysco Corporation or any successor of Sysco Corporation consolidates with or merges into the applicable subsidiary guarantor.

4648

will remain in full force and effect until the earliest to occur of the date, if any, on which (1) the applicable subsidiary guarantor shall consolidate with or merge into Sysco Corporation or any successor of Sysco Corporation or (2) Sysco Corporation or any successor of Sysco Corporation consolidates with or merges into the applicable subsidiary guarantor.

Basis of Preparation of the Summarized Financial Information

The summarized financial information of Sysco Corporation (issuer), and certain wholly owned U.S. Broadline subsidiaries (guarantors) (together, the obligor group) is presented on a combined basis with intercompany balances and transactions between entities in the obligor group eliminated. Investments in and equity in the earnings of our non-guarantor subsidiaries, which are not members of the obligor group, have been excluded from the summarized financial information. The obligor group’s amounts due to, amounts due from and transactions with non-guarantor subsidiaries have been presented in separate line items, if they are material to the obligor financials. The following table includes summarized financial information of the obligor group for the periods presented.

Combined Parent and Guarantor Subsidiaries Summarized Balance Sheet	Jun. 2928, ~~2024~~2025
	(In millions)
ASSETS
Receivables due from non-obligor subsidiaries	$	~~428~~377
Current assets	56,~~417~~015
Total current assets	$	56,~~845~~392
Notes receivable from non-obligor subsidiaries	$	7820
Other noncurrent assets	45,~~714~~211
Total noncurrent assets	$	45,~~792~~231
LIABILITIES
Payables due to non-obligor subsidiaries	$	~~215~~61
Other current liabilities	23,~~396~~214
Total current liabilities	$	23,~~611~~275
Notes payable to non-obligor subsidiaries	$	~~250~~334
Long-term debt	11,~~276~~890
Other noncurrent liabilities	1,~~334~~538
Total noncurrent liabilities	$	1213,~~860~~762

Combined Parent and Guarantor Subsidiaries Summarized Results of Operations	~~2024~~2025
	(In millions)
Sales	$	4849,~~648~~558
Gross profit	8,~~796~~822
Operating income	2,~~596~~598
Interest expense from non-obligor subsidiaries	6432
Net earnings	1,~~616~~495

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses in the accompanying financial statements. Significant accounting policies employed by Sysco are presented in the notes to the financial statements.

Critical accounting estimates are those that are most important to the portrayal of our financial position and results of operations. These policies require our most subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. We have reviewed with the Audit Committee of the Board of Directors the development and selection of the critical accounting estimates and this related disclosure. Our most critical accounting estimates pertain to the goodwill and intangible assets, income taxes and company-sponsored pension plans.

Goodwill and Intangible Assets

We account for acquired businesses using the acquisition method of accounting, which requires that once control of a business is obtained, 100% of the assets acquired and liabilities assumed are recorded at the date of acquisition at their respective fair values. We use multiple valuation methods to determine the fair value of assets acquired and liabilities assumed. For intangible assets, we generally use the income method which uses a forecast of the expected future net cash flows associated with each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in the income method or other methods include the amount and timing of projected future cash flows and the discount rate selected to measure the risks inherent in the future cash flows. Determining the useful life of an intangible asset also requires judgment, as different types of intangible assets will have different useful lives. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. More information on our acquisitions can be found in Note 4, “Acquisitions,” in the Notes to Consolidated Financial Statements in Item 8.

Annually in our fiscal fourth quarter, we assess the recoverability of goodwill and indefinite-lived intangibles by determining whether the fair values exceed the carrying values of these assets. Impairment reviews, outside our annual review time frame, are performed if events or circumstances occur that include changes in macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, other relevant entity-specific events, specific events affecting the reporting unit or sustained decrease in share price. Our testing may be performed utilizing either a qualitative or quantitative assessment; however, if a qualitative assessment is performed and we determine that the fair value of a reporting unit is more likely than not (i.e., a likelihood of more than 50 percent) to be less than its carrying amount, a quantitative test is performed.

When using a quantitative test, we arrive at our estimates of fair value using a combination of discounted cash flow and earnings or revenue multiple models. The results from each of these models are then weighted and combined into a single estimate of fair value for each reporting unit. We use a higher weighting for our discounted cash flow valuation compared to the earnings multiple models because the forecasted operating results that serve as a basis for the analysis incorporate management’s outlook and anticipated changes for the businesses consistent with a market participant. The primary assumptions used in these various models include future cash flow estimates of the reporting units which are dependent on internal forecasts and projected growth rates, weighted average cost of capital, working capital and capital expenditure requirements, along with earnings multiples of acquisitions completed by Sysco and those estimated of comparable acquisitions in the industry, including control premiums. When possible, we use observable market inputs in our models to arrive at the fair values of our reporting units.

Certain reporting units have a greater proportion of goodwill recorded to estimated fair value as compared to the U.S. Foodservice Operations, Canada Broadline or SYGMA reporting units. This is primarily due to these businesses having been more recently acquired, and as a result there has been less history of organic growth than in the U.S. Foodservice Operations, Canadian Broadline and SYGMA reporting units. As such, these reporting units have a greater risk of future impairment if their operations were to suffer a significant downturn. Goodwill totals $3.1 billion for our U.S. Foodservice Operations, Canada Broadline and SYGMA reporting units, with $2.1 billion remaining for our other reporting units. ~~In our annual fiscal 2024 assessment, we concluded that all reporting units had a fair value that exceeded book value, and no reporting units were at risk of impairment.~~

WeIn ~~estimated~~our ~~the~~annual ~~fair~~fiscal ~~value~~2025 ofassessment, ~~these~~we ~~reporting~~concluded ~~units~~that ~~using~~one areporting ~~combination of discounted cash flow and earnings or revenue multiple models. For the purposes of the discounted cash flow models~~unit, ~~fair~~Guest ~~value was determined based on the present value of estimated future cash flows~~Worldwide, ~~discounted~~had ata ~~an appropriate risk adjusted rate. Our~~ fair value ~~conclusions~~that aswas ofless ~~June~~than ~~29,~~book ~~2024~~value ~~for~~due ~~the~~to ~~reporting~~its ~~units~~recent ~~are~~financial ~~sensitive~~performance toand ~~changes~~downward inrevisions ~~the assumptions used~~ in ~~the~~its ~~income approach which include forecasted revenues, perpetual growth rates, and~~ long-~~term~~range ~~discount~~financial ~~rates, among others, all of which require significant judgments by management~~outlook. ~~Fair~~During ~~value of~~ the ~~reporting~~fourth ~~unit~~quarter ~~is,~~of ~~therefore,~~fiscal ~~determined~~2025 ~~using~~we ~~significant~~recorded ~~unobservable inputs, or level 3 in the fair value hierarchy. We used recent historical performance, current forecasted financial information, and broad-based industry and economic statistics as~~ a ~~basis~~noncash togoodwill ~~estimate~~impairment ~~the~~charge ~~key~~of ~~assumptions~~$92 million ~~utilized~~for ~~in the discounted cash flow model. These key assumptions are inherently uncertain and require~~ a ~~high~~portion ~~degree~~ of ~~estimation~~the ~~and~~goodwill ~~judgment~~attributable ~~and are subject~~ to ~~change~~our ~~based~~Guest onWorldwide ~~actual~~reporting ~~results,~~unit. ~~industry~~This ~~and~~charge ~~global~~is ~~economic~~included ~~and~~within ~~geo-political~~operating ~~conditions,~~expenses ~~and~~in the ~~timing~~consolidated ~~and~~results ~~success~~ of ~~the implementation of current strategic initiatives~~operations. ~~The~~All ~~fair~~other ~~value estimates of two of our more significant~~ reporting units, ~~with~~were ~~total~~concluded ~~goodwill of $1.4 billion, are more sensitive~~ to ~~changes~~have ina ~~significant~~fair ~~assumptions,~~value ~~including~~that ~~changes~~exceeded inbook ~~projected cash flows or weighted average cost of capital~~value.

48We estimate the fair value of our reporting units using a combination of discounted cash flow and earnings or revenue multiple models. For the purposes of the discounted cash flow models, fair value was determined based on the present value of estimated future cash flows, discounted at an appropriate risk adjusted rate. Our fair value conclusions as of June 28, 2025 for the reporting units are sensitive to changes in the assumptions used in the income approach which include forecasted revenues and EBITDA, perpetual growth rates, and long-term discount rates, among others, all of which require significant judgments by management. Fair value of the reporting unit is, therefore, determined using significant unobservable inputs, or level 3 in the fair value hierarchy. We used recent historical performance, current forecasted financial information, and broad-based industry

and economic statistics as a basis to estimate the key assumptions utilized in the discounted cash flow model. These key assumptions are inherently uncertain and require a high degree of estimation and judgment and are subject to change based on actual results, industry and global economic and geo-political conditions, and the timing and success of the implementation of current strategic initiatives. The fair value estimates of two of our more significant reporting units, with total goodwill of $1.5 billion, are more sensitive to changes in significant assumptions, including changes in projected cash flows or weighted average cost of capital.

Income Taxes

The determination of our provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. Our provision for income taxes primarily reflects a combination of income earned and taxed in the various U.S. federal and state as well as foreign jurisdictions. Tax law changes, increases or decreases in 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. Certain of our operations have carryforward attributes, such as operating losses. If these operations do not produce sufficient income, it could lead to the recognition of valuation allowances against certain deferred tax assets in the future if losses occur or growth is insufficient beyond our current expectations. This would negatively impact our income tax expense, net earnings, and balance sheet.

Our liability for unrecognized tax benefits contains uncertainties because management is required to make assumptions and to apply judgment in estimating the exposures associated with our various filing positions. We believe that the judgments and estimates discussed herein are reasonable; however, actual results could differ, and we may be exposed to losses or gains that could be material. To the extent we prevail in matters for which a liability has been established, or pay amounts in excess of recorded liabilities, our effective income tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement generally would require use of our cash and may result in an increase in our effective income tax rate in the period of resolution. A favorable tax settlement may be recognized as a reduction in our effective income tax rate in the period of resolution. 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. On April 18, 2023, during the company’s fourth fiscal quarter, 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 was enacted as part of the Tax Cuts and Jobs Act of 2017 (TCJA). The lawsuit seeks to have the court invalidate these regulations, which would affirm the company’s position regarding its foreign tax credits. Sysco previously recorded a benefit of $131 million attributable to its interpretation of the TCJA and the Internal Revenue Code. If the company is ultimately unsuccessful in defending its position, it may be required to reverse all, or some portion, of the benefit previously recorded.

Company-Sponsored Pension Plans

Amounts related to defined benefit plans recognized in the financial statements are determined on an actuarial basis. Two of the more critical assumptions in the actuarial calculations are the discount rate for determining the current value of plan benefits and the expected rate of return on plan assets. Our U.S. Retirement Plan is largely frozen and is only open to a small number of employees. Our Supplemental Executive Retirement Plan (SERP) is frozen and is not open to any employees. None of these plans have a significant sensitivity to changes in discount rates specific to our results of operations, but such changes could impact our balance sheet due to a change in our funded status. Due to the low level of active employees in our retirement plans, our assumption for the rate of increase in future compensation is not a critical assumption.

The expected long-term rate of return on plan assets was 5.5063% for fiscal ~~2024~~2025. The expectations of future returns are derived from a mathematical asset model that incorporates assumptions as to the various asset class returns reflecting a combination of historical performance analysis, the forward-looking views of the financial markets regarding the yield on bonds, historical returns of the major stock markets, and returns on alternative investments. The rate of return assumption is reviewed annually and revised as deemed appropriate.

The expected return on plan assets impacts the recorded amount of net pension costs. The expected long-term rate of return on plan assets of the U.S. Retirement Plan is 5.6370% for fiscal ~~2025~~2026. A 25 basis point increase (decrease) in the assumed rate of return in the Plan for fiscal ~~2025~~2026 would decrease (increase) Sysco’s net company-sponsored pension costs for fiscal ~~2025~~2026 by approximately $6 million.

Pension accounting standards require the recognition of the funded status of our defined benefit plans in the Statement of Financial Position, with a corresponding adjustment to accumulated other comprehensive income, net of tax. The amount reflected in accumulated other comprehensive loss related to the recognition of the funded status of our defined benefit plans as of June 29, 2024 was a charge, net of tax, of $917 million. The amount reflected in accumulated other comprehensive loss related to the recognition of the funded status of our defined benefit plans as of July 1, 2023 was a charge, net of tax, of $840 million.

4951

of June 28, 2025 was a charge, net of tax, of $918 million. The amount reflected in accumulated other comprehensive loss related to the recognition of the funded status of our defined benefit plans as of June 29, 2024 was a charge, net of tax, of $917 million.

Forward-Looking Statements

Certain statements made herein that look forward in time or express management’s expectations or beliefs with respect to the occurrence of future events are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” “projected,” “continues,” “continuously,” variations of such terms, and similar terms and phrases denoting anticipated or expected occurrences or results. ~~Examples~~This ofreport ~~forward-looking~~contains various statements ~~include~~relating to future financial performance and results, ~~but~~business ~~are~~strategy, ~~not~~plans, ~~limited~~goals toand objectives, including certain outlook, business trends, our dividend and share repurchase programs, our expectation of future macroeconomic conditions and other statements ~~about:~~that are not historical facts.

~~•our~~These statements are based on management’s current expectations ofand anestimates; ~~improving~~actual ~~market~~results ~~over~~may differ materially due in part to the ~~course~~risk factors set forth below and those within Part I, Item 1A of ~~fiscal~~this ~~2025;~~report:

•our expectations regarding the ability of our supply chain and facilities to remain in place and operational;

•our plans regarding our transformation initiatives and the expected effects from such initiatives, including the Sysco Driver Academy;

•statements regarding uncollectible accounts, including that if collections continue to improve, additional reductions in bad debt expense could occur;

•our expectations that our Recipe for Growth strategy will allow us to better serve our customers and differentiate Sysco from our competition;

•our expectations regarding our fiscal 2025 sales and our rate of sales growth in fiscal 2025 and the three years of our long-range plan;

•our expectations regarding the impact of inflation on sales, gross margin rates and gross profit dollars;

•our expectations regarding gross margins in fiscal 2025;

•our plans regarding cost savings, including our target for cost savings through fiscal 2025 and the impact of costs savings on the company;

•our belief that our purpose will allow us to grow substantially faster than the foodservice distribution industry and deliver profitable growth through our Recipe for Growth transformation, and statements regarding our plans with respect to our strategic pillars that support this growth transformation;

•our expectations regarding the use and investment of remaining cash generated from operations;

•the expected long-term rate of return on plan assets of the U.S. Retirement Plan;

•the sufficiency of our available liquidity to sustain our operations for multiple years;

•estimates regarding the outcome of legal proceedings;

•the impact of seasonal trends on our free cash flow;

•estimates regarding our capital expenditures and the sources of financing for our capital expenditures;

•our expectations regarding the impact of potential acquisitions and sales of assets on our liquidity, borrowing capacity, leverage ratios and capital availability;

•our expectations regarding real sales growth in the U.S. foodservice market and trends in produce markets;

•our expectations regarding the calculation of adjusted return on invested capital, adjusted operating income, adjusted net earnings and adjusted diluted earnings per share;

•our expectations regarding the impact of future Certain Items on our projected future non-GAAP and GAAP results;

•our expectations regarding our effective tax rate in fiscal 2025;

•the sufficiency of our mechanisms for managing working capital and competitive pressures, and our beliefs regarding the impact of these mechanisms;

•our ability to meet future cash requirements, including the ability to access financial markets effectively, including issuances of debt securities, and maintain sufficient liquidity;

•our expectations regarding the payment of dividends, and the growth of our dividend, in the future;

•our expectations regarding future activity under our share repurchase program;

•future compliance with the covenants under our revolving credit facility;

•our ability to effectively access the commercial paper market and long-term capital markets; and

•our intention to repay our long-term debt with cash on hand, cash flow from operations, issuances of commercial paper, issuances of senior notes, or a combination thereof.

These statements are based on management’s current expectations and estimates; actual results may differ materially due in part to the risk factors set forth below and those within Part I, Item 1A of this document:

•the risk that if sales from our locally managed customers do not grow at the same rate as sales from multi-unit customers, our gross margins may decline;

•periods of significant or prolonged inflation or deflation and their impact on our product costs and profitability generally, and our inability to predict inflation over the long term;

•the risk that we are unlikely to be able to predict inflation over the long term, and lower inflation is likely to produce lower gross profit;

•the risk that our efforts to modify truck routing, including our small truck initiative, in order to reduce outbound transportation costs may be unsuccessful;

•the risk that we that we may not berealize ~~able~~anticipated tobenefits ~~accelerate~~from ~~and/or~~our ~~identify~~operating ~~additional~~cost ~~administrative~~reduction ~~cost~~efforts, ~~savings~~including inour ~~order~~ability to ~~compensate~~accelerate ~~for any gross profit~~ and/or ~~supply~~identify ~~chain~~additional administrative cost ~~leverage challenges~~savings;

•risks related to unfavorable conditions in the Americas and Europe and the impact on our results of operations and financial condition;

•the risks related to our efforts to implement our transformation initiatives and meet our other long-term strategic objectives, including the risk that these efforts may not provide the expected benefits in our anticipated time frame, if at all, and may prove costlier than expected;

•the impact of unexpected future changes to our business initiatives based on management’s subjective evaluation of our overall business needs;

•the risk that the actual costs of any business initiatives may be greater or less than currently expected;

•the risk that competition in our industry and the impact of GPOs may adversely impact our margins and our ability to retain customers and make it difficult for us to maintain our market share, growth rate and profitability;

•the risk that our relationships with long-term customers may be materially diminished or terminated;

•the risk that changes in consumer eating habits could materially and adversely affect our business, financial condition, or results of operations;

•the impact and effects of public health crises, pandemics and epidemics, and the adverse impact thereof on our business, financial condition and results of operations;

•the risk that changes in applicable tax laws or regulations and the resolution of tax disputes could negatively affect our financial results;

•the risk that we may not be able to fully compensate for increases in fuel costs, and forward purchase commitments intended to contain fuel costs could result in above market fuel costs;

•the risk of interruption of supplies and increase in product costs as a result of conditions beyond our control;

•the potential impact on our reputation and earnings of adverse publicity or lack of confidence in our products;

•risks related to unfavorable changes to the mix of locally managed customers versus corporate-managed customers;

•the risk that we may not realize anticipated benefits from our operating cost reduction efforts;

•difficulties in successfully expanding into international markets and complimentary lines of business;

•the potential impact of product liability claims;

•the risk that we fail to comply with requirements imposed by applicable law or government regulations, including but not limited to those related to environmental and tax and accounting laws, rules and regulations;

•risks related to our ability to effectively finance and integrate acquired businesses;

•risks related to our access to borrowed funds in order to grow and any default by us under our indebtedness that could have a material adverse impact on cash flow and liquidity;

•our level of indebtedness and the terms of our indebtedness could adversely affect our business and liquidity position;

•the risk that ~~the~~we ~~implementation~~may ofnot ~~various~~be ~~initiatives,~~able ~~the~~to ~~timing~~effectively ~~and~~execute ~~successful~~our ~~completion of acquisitions, construction schedules and the possibility that other cash requirements could result in delays or cancellations of~~ capital ~~spending~~allocation framework;

•the risk that divestiture of one or more of our businesses may not provide the anticipated effects on our operations;

•~~the~~risks ~~risk~~related ~~that~~to ~~future~~our ~~labor~~ability ~~disruptions~~to orreturn ~~disputes~~capital ~~could~~to ~~disrupt~~stockholders, ~~the~~including ~~integration~~those ofrelated ~~Brake~~to ~~France~~the timing and ~~Davigel~~amounts ~~into~~(including ~~Sysco~~any ~~France~~plans ~~and~~or ~~our~~commitments ~~operations~~ in ~~France~~respect ~~and~~thereof) ~~the~~of EUany ~~generally~~dividends and share repurchases;

•the risk that factors beyond management’s control, including fluctuations in the stock market, as well as management’s future subjective evaluation of the company’s needs, would impact the timing of share repurchases;

•due to our reliance on technology, any technology disruption or delay in implementing new technology could have a material negative impact on our business;

•the risk of negative impacts to our business and our relationships with customers from a cybersecurity incident and/or other technology disruptions;

•~~the~~risks ~~risk~~related ~~that~~to ~~changes~~our inability ~~the~~to ~~method of determining LIBOR~~attract, ormotivate ~~the~~and ~~replacement~~retain ~~of LIBOR with an alternative reference rate~~employees, ~~may~~including ~~adversely~~key ~~affect interest expense related to outstanding debt~~personnel;

•~~the~~risks ~~potential~~related ~~requirement~~ to ~~pay~~labor ~~material~~issues, ~~amounts~~including ~~under~~the ~~our~~renegotiation ~~multiemployer~~of ~~defined~~union ~~benefit~~contracts ~~pension~~and ~~plans~~shortage of qualified labor; and

•our funding requirements for our company-sponsored qualified pension plan may increase should financial markets experience future declines;

•labor issues, including the renegotiation of union contracts and shortage of qualified labor;

•capital expenditures may vary based on changes in business plans and other factors, including risks related to the implementation of various initiatives, the timing and successful completion of acquisitions, construction schedules and the possibility that other cash requirements could result in delays or cancellations of capital spending;

•the risk that the anti-takeover benefits provided by our preferred stock may not be viewed as beneficial to stockholders; and

•the risk that the exclusive forum provisions in our amended and restated bylaws could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

You should carefully consider these risks, as well as the additional risks described in other documents we file with the Securities and Exchange Commission. 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.

In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that such results will be achieved, and readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Except as required by law, we undertake no obligation to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. You should read this Annual Report on Form 10-K and the documents we file with the SEC, with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by the cautionary statements referenced above.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Our market risks consist of interest rate risk, foreign currency exchange rate risk, fuel price risk and investment risk.

Interest Rate Risk

We do not utilize financial instruments for trading purposes. Our use of debt directly exposes us to interest rate risk. Floating rate debt, where the interest rate fluctuates periodically, exposes us to short-term changes in market interest rates. Fixed rate debt, where the interest rate is fixed over the life of the instrument, exposes us to changes in market interest rates reflected in the fair value of the debt and to the risk that we may need to refinance maturing debt with new debt at higher rates.

We manage our debt portfolio to achieve an overall desired position of fixed and floating rates and may employ interest rate swaps as a tool to achieve that position. The major risks from interest rate derivatives include changes in the interest rates affecting the fair value of such instruments, potential increases in interest expense due to market increases in floating interest rates and the creditworthiness of the counterparties in such transactions.

At June 29, 2024, there were $200 million in commercial paper issuances outstanding under our U.S. commercial paper program. Total debt as of June 29, 2024 was $12.0 billion, of which approximately 98% was at fixed rates of interest.

At July 1, 2023, there were no commercial paper issuances outstanding under our U.S. commercial paper program. Total debt as of July 1, 2023 was $10.4 billion, of which approximately 100% was at fixed rates of interest.

Details of our outstanding swap agreements as of June 29, 2024 are below:

Maturity Date of Swap

Notional Value(in millions)

Fixed Coupon Rate on Hedged Debt

Floating Interest Rate on Swap

Floating Rate Reset Terms

Location of Fair Value on Balance Sheet

Fair Valueof Asset (Liability)(in millions)

January 17, 2034

500

6.00

USD-SOFR CompoundUSD-SOFR-OIS Compound

Every six months on the last day of each calculation period

Other assets

Other current liabilities

(1)

Effective November 2024, we will receive or pay amounts on these interest rate swap agreements on a semi-annual basis.

~~The~~At ~~following~~June ~~tables~~28, ~~present~~2025, there were $205 million in commercial paper issuances outstanding under our ~~interest~~European ~~rate~~commercial ~~position~~paper program and no commercial paper issuances outstanding under our U.S. commercial paper program. Total debt as of June 2928, ~~2024~~2025 was $13.3 ~~All~~billion, ~~amounts~~of ~~are~~which ~~stated~~approximately in90% ~~U.S.~~was ~~dollar~~at ~~equivalents~~fixed rates of interest.

	Interest Rate Position as of June 29, 2024
	Principal Amount by Expected Maturity
	Average Interest Rate
	2025			2026			2027			2028			2029			Thereafter			Total			Fair Value
	(Dollars in millions)
U.S. Dollar Denominated:
Fixed Rate Debt (1)	$	—		$	750		$	1,043		$	750		$	655		$	7,384		$	10,582		$	9,950
Average Interest Rate	—		%	3.75		%	3.46		%	3.25		%	5.93		%	4.87		%	4.60		%
Canadian Dollar Denominated:
Fixed Rate Debt	$	365		$	—		$	—		$	—		$	—		$	—		$	365		$	362
Average Interest Rate	3.65		%	—		%	—		%	—		%	—		%	—		%	3.65		%

At June 29, 2024, there were $200 million in commercial paper issuances outstanding under our U.S. commercial paper program and no commercial paper issuances outstanding under our European commercial paper program. Total debt as of June 29, 2024 was $12.0 billion, of which approximately 98% was at fixed rates of interest.

~~(1)~~Details ~~Includes~~of ~~fixed~~our ~~rate~~outstanding ~~debt~~swap ~~that~~agreements ~~will~~as ~~convert~~of toJune ~~floating~~28, ~~rate~~2025 ~~debt~~are ~~in fiscal year 2025.~~below:

	Interest Rate Position as of June 29, 2024
Maturity Date of Swap				Notional Value(in millions)					Fixed Coupon Rate on Hedged Debt					Floating Interest Rate on Swap				Floating Rate Reset Terms				Location of Fair Value on Balance Sheet				Fair Valueof Asset (Liability)(in millions)
	Notional Amount by Expected Maturity
January 17, 2034				$	500				6.00	%				USD-SOFR CompoundUSD-SOFR-OIS Compound				Every six months on the last day of each calculation period				Other assets				$	15
	Average Interest Swap Rate
																						Accrued expenses				(1)
	2025					2026					2027				2028				2029				Thereafter					Total			Fair Value
March 23, 2035				550					5.40					USD-SOFR-OIS Compound				Every six months on the last day of each calculation period				Other assets				16
	(Dollars in millions)
Interest Rate Swaps
Related To Debt:
Pay Variable/Receive Fixed	$	—				$	—				$	—			$	—			$	—			$	500				$	500		$	6
Average Variable Rate Paid:
Rate A Plus	—		%			—		%			—		%		—		%		—		%		1.88		%			1.88		%
Fixed Rate Received	—		%			—		%			—		%		—		%		—		%		6.00		%			6.00		%

The following tables present our interest rate position as of June 28, 2025. All amounts are stated in U.S. dollar equivalents.


	Interest Rate Position as of June 28, 2025
	Principal Amount by Expected Maturity
	Average Interest Rate
	2026			2027			2028			2029			2030			Thereafter			Total			Fair Value
	(Dollars in millions)
U.S. Dollar Denominated:
Fixed Rate Debt	$	750		$	1,043		$	750		$	655		$	1,500		$	6,084		$	10,782		$	10,209
Average Interest Rate	3.75		%	3.46		%	3.25		%	5.93		%	4.77		%	4.83		%	4.57		%
Floating Rate Debt	$	—		$	—		$	—		$	—		$	—		$	1,050		$	1,050		$	1,092
Average Interest Rate	—		%	—		%	—		%	—		%	—		%	5.69		%	5.69		%


	Interest Rate Position as of June 28, 2025
	Notional Amount by Expected Maturity
	Average Interest Swap Rate
	2026			2027			2028			2029			2030			Thereafter			Total			Fair Value
	(Dollars in millions)
Interest Rate Swaps
Related To Debt:
Pay Variable/Receive Fixed	$	—		$	—		$	—		$	—		$	—		$	1,050		$	1,050		$	30
Average Variable Rate Paid:

Rate A Plus	—		%	—		%	—		%	—		%	—		%	1.56		%	1.56		%
Fixed Rate Received	—		%	—		%	—		%	—		%	—		%	5.69		%	5.69		%

Rate A – six-month USD-SOFR Compound and USD-SOFR-OIS Compound

Foreign Currency Exchange Rate Risk

The majority of our foreign subsidiaries use their local currency as their functional currency. To the extent that business transactions are not denominated in a foreign subsidiary’s functional currency, we are exposed to foreign currency exchange rate risk. We ~~will~~ also incur gains and losses within our shareholders’ equity due to the translation of our financial statements from foreign currencies into U.S. dollars. Our largest currency exposures are with Canadian dollars, British pound sterling and Euro currencies. Our income statement trends may be impacted by the translation of the income statements of our foreign subsidiaries into U.S. dollars. The exchange rates used to translate our foreign sales into U.S. dollars positively affected sales by 0.3% in fiscal 2024 when compared to fiscal 2023. The exchange rate used to translate our foreign sales into U.S. dollars negatively affected sales by 1.3% in fiscal 2023 when compared to fiscal 2022. The impact on our operating income, net earnings and earnings per share was not material in fiscal 2024 or fiscal 2023. A 10% unfavorable change in the fiscal 2024 weighted year-to-date exchange rate and the resulting impact on our financial statements would have negatively affected fiscal 2024 sales by 1.6% and would not have materially affected our operating income, net earnings and earnings per share.

Our investments and loans to foreign operations create additional foreign currency exposure and from time to time, we enter into agreements to hedge foreign currency exchange rate risks and mitigate impact to our consolidated results of operations. In fiscal 2024, we entered into a cross-currency swap to hedge a portion of our net investment in Euro-denominated foreign operations to reduce foreign currency risk associated with the investment in these operations. Changes in the value of these items resulting from fluctuations in the underlying exchange rates to U.S. Dollar exchange rates were recorded as foreign currency translation adjustments within Accumulated other comprehensive income (loss). Additionally, we periodically enter into agreements to hedge foreign currency risk associated with changes in spot rates on foreign denominated debt instruments, which are designated as fair value hedges. Gains or losses from fair value hedges impact the same category on the consolidated statements of income as the item being hedged, including the earnings impact of the excluded components. Unrealized gains or losses on components excluded from hedge effectiveness are recorded as a component of Accumulated other comprehensive income and recognized into earnings over the life of the hedged instrument.

foreign subsidiaries into U.S. dollars. The exchange rates used to translate our foreign sales into U.S. dollars negatively affected sales by less than 0.1% in fiscal 2025 when compared to fiscal 2024. The exchange rate used to translate our foreign sales into U.S. dollars positively affected sales by 0.3% in fiscal 2024 when compared to fiscal 2023. The impact on our operating income, net earnings and earnings per share was not material in fiscal 2025 or fiscal 2024. A 10% unfavorable change in the fiscal 2025 weighted year-to-date exchange rate and the resulting impact on our financial statements would have negatively affected fiscal 2025 sales by 1.6% and would not have materially affected our operating income, net earnings and earnings per share.

Our investments and loans to foreign operations create additional foreign currency exposure and from time to time, we enter into agreements to hedge foreign currency exchange rate risks and mitigate impact to our consolidated results of operations. In fiscal 2025, we entered into a cross-currency swap to hedge a portion of our net investment in Canadian-denominated foreign operations to reduce foreign currency risk associated with the investment in these operations. Changes in the value of these items resulting from fluctuations in the underlying exchange rates to U.S. Dollar exchange rates were recorded as foreign currency translation adjustments within Accumulated other comprehensive income (loss). Additionally, we periodically enter into agreements to hedge foreign currency risk associated with changes in spot and forward rates on foreign denominated balances, which are designated as fair value hedges. Gains or losses from fair value hedges impact the same category on the consolidated statements of income as the item being hedged, including the earnings impact of excluded components. Unrealized gains or losses on components excluded from hedge effectiveness are recorded as a component of Accumulated other comprehensive income and recognized into earnings over the life of the hedged instrument.

Fuel Price Risk

Due to the nature of our distribution business, we are exposed to potential volatility in fuel prices. The price and availability of diesel fuel fluctuates due to changes in production, seasonality and other market factors are generally outside of our control. Increased fuel costs may have a negative impact on our results of operations in three areas. First, the high cost of fuel can negatively impact consumer confidence and discretionary spending and thus reduce the frequency and amount spent by consumers for food-away-from-home purchases. Second, the high cost of fuel can increase the price we pay for product purchases, and we may not be able to pass these costs fully to our customers. Third, increased fuel costs impact the costs we incur to deliver products to our customers. Fuel costs related to outbound deliveries represented approximately 0.5% of sales during fiscal ~~2024~~2025, 0.65% of sales in fiscal ~~2023~~2024, and 0.56% of sales in fiscal ~~2022~~2023.

Our activities to mitigate fuel costs include routing optimization with the goal of reducing miles driven, improving fleet utilization by adjusting idling time and maximum speeds and using fuel surcharges that primarily track with the change in market prices of fuel. We use diesel fuel swap contracts to fix the price of a portion of our projected monthly diesel fuel requirements. As of June 2928, ~~2024~~2025, we had diesel fuel swaps with a total notional amount of approximately 6177 million gallons through ~~March~~February ~~2026~~2027. These swaps are expected to lock in the price of approximately 8085% of our bulk fuel purchases for fiscal ~~2025~~2026, or 70% of our total projected fuel purchase needs for fiscal ~~2025~~2026. Our remaining fuel purchase needs will occur at market rates unless contracted for a fixed price or hedged at a later date. Using current, published quarterly market price projections for diesel and estimates of fuel consumption, a 10% unfavorable change in diesel prices from the market price would result in a potential increase of approximately $65 million in our fuel costs on our non-contracted volumes.

Investment Risk

Our U.S. Retirement Plan holds various investments, including public and private equity, fixed income securities and real estate funds. The amount of our annual contribution to the plan is dependent upon, among other things, the return on the plan’s assets and discount rates used to calculate the plan’s liability. Fluctuations in asset values can cause the amount of our anticipated future contributions to the plan to increase and can result in a reduction to shareholders’ equity on our balance sheet as of fiscal year-end, which is when this plan’s funded status is measured. Also, the projected liability of the plan will be impacted by the fluctuations of interest rates on high quality bonds in the public markets. To the extent the financial markets experience declines, our anticipated future contributions and funded status will be affected for future years. A 10% unfavorable change in the value of the investments held by our company-sponsored retirement plans at the plans’ fiscal year end (December 31, ~~2023~~2024) would not have a material impact on our anticipated future contributions for fiscal ~~2025~~2026; however, such an unfavorable change would increase our pension expense for fiscal ~~2025~~2026 by $23 million and would reduce our shareholders’ equity on our balance sheet as of June 2928, ~~2024~~2025 by $~~250~~253 million.

Item 8. Financial Statements and Supplementary Data

SYSCO CORPORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


			Page
Consolidated Financial Statements:
Report of Management on Internal Control Over Financial Reporting			57
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (PCAOB ID: 42)			58
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements (PCAOB ID: 42)			59
Consolidated Balance Sheets			61
Consolidated Results of Operations			62
Consolidated Statements of Comprehensive Income			63
Changes in Consolidated Shareholders’ Equity			64
Consolidated Cash Flows			65
Notes to Consolidated Financial Statements			66

All schedules are omitted because they are not applicable, or the information is set forth in the consolidated financial statements or notes thereto.

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Sysco Corporation (Sysco) is responsible for establishing and maintaining adequate internal control over financial reporting for the company. Sysco’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements in accordance with U.S. generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Sysco’s management assessed the effectiveness of Sysco’s internal control over financial reporting as of June 2928, ~~2024~~2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on this assessment, management concluded that, as of June 2928, ~~2024~~2025, Sysco’s internal control over financial reporting was effective based on those criteria.

Ernst & Young LLP, the independent registered public accounting firm that audited the company’s consolidated financial statements included in this report, has issued an audit report on the effectiveness of Sysco’s internal control over financial reporting as of June 2928, ~~2024~~2025.

~~REPORT~~Report OFof ~~INDEPENDENT~~Independent ~~REGISTERED~~Registered ~~PUBLIC~~Public ~~ACCOUNTING~~Accounting ~~FIRM~~Firm

To the Shareholders and the Board of Directors of Sysco Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Sysco Corporation and its ~~Consolidated~~consolidated ~~Subsidiaries~~subsidiaries’ internal control over financial reporting as of June 2928, ~~2024~~2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Sysco Corporation and its ~~Consolidated~~consolidated ~~Subsidiaries~~subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 2928, ~~2024~~2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the ~~2024~~2025 consolidated financial statements of the Company and our report dated August 2721, ~~2024~~2025, expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control ~~over~~Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Houston, Texas

August 2721, ~~2024~~2025

~~REPORT~~Report OFof ~~INDEPENDENT~~Independent ~~REGISTERED~~Registered ~~PUBLIC~~Public ~~ACCOUNTING~~Accounting ~~FIRM~~Firm

To the Shareholders and the Board of Directors of Sysco Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Sysco Corporation and its ~~Consolidated~~consolidated ~~Subsidiaries~~subsidiaries (the Company) as of June 2928, ~~2024~~2025 and ~~July~~June 129, ~~2023~~2024, the related consolidated results of operations, statements of comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended June 2928, ~~2024~~2025 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 2928, ~~2024~~2025 and ~~July~~June 129, ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended June 2928, ~~2024~~2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 2928, ~~2024~~2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated August 2721, ~~2024~~2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’'s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the ~~consolidated~~ financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.

Valuation of Goodwill Description of the Matter At June 2928, ~~2024~~2025, the Company’s goodwill was $5.2,231 ~~billion~~million. As discussed in Note 1 of the consolidated financial statements, goodwill is tested by the Company’s management for impairment at least annually, unless there are indications of impairment at other points throughout the fiscal year.Auditing management’s impairment tests for goodwill is complex and highly judgmental due to the significant estimation required to determine the fair value of the reporting units. In particular, the fair value estimates of two reporting units were more sensitive to changes in significant assumptions including changes in projected cash flows or weighted average cost of capital. These assumptions are sensitive to and affected by expected future market or economic conditions and company-specific qualitative factors.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above. We also tested controls over management’s review of the data used in their valuation models.To test the estimated fair value of the two reporting units, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We compared projected cash flows to the Company’s historical cash flows and other available industry information. We involved our valuation specialists to assist in reviewing the valuation methodology and testing the weighted average cost of capital. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2002.

Houston, Texas

August 2721, ~~2024~~2025

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED BALANCE SHEETS

(In millions, except for share data)

Jun. 29, 2024

Jul. 1, 2023

Jun. 28, 2025

Jun. 29, 2024

ASSETS

Current assets

Cash and cash equivalents

~~696~~1,071

~~745~~696

Accounts receivable, less allowances of $54 and $46

5,324

5,092

Accounts receivable, less allowances of $17 and $54

5,502

5,324

Inventories

45,~~678~~053

4,~~481~~678

Prepaid expenses and other current assets

~~323~~338

~~284~~323

Income tax receivable

224

622

Total current assets

11,~~043~~968

1011,~~608~~043

Plant and equipment at cost, less accumulated depreciation

56,~~497~~084

45,~~915~~497

Other long-term assets

Goodwill

5,~~153~~231

45,~~646~~153

Intangibles, less amortization

1,~~188~~080

~~860~~1,188

Deferred income taxes

~~445~~497

~~420~~445

Operating lease right-of-use assets, net

~~923~~1,131

~~732~~923

Other assets

~~668~~783

~~640~~668

Total other long-term assets

8,~~377~~722

78,~~298~~377

Total assets

2426,~~917~~774

2224,~~821~~917

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

Accounts payable

6,~~290~~512

6,~~025~~290

Accrued expenses

2,~~226~~268

2,~~251~~226

Accrued income taxes

~~131~~51

~~102~~131

Current operating lease liabilities

~~125~~136

99125

Current maturities of long-term debt

~~469~~949

63469

Total current liabilities

9,~~241~~916

89,~~540~~241

Long-term liabilities

Long-term debt

1112,~~513~~360

1011,~~348~~513

Deferred income taxes

345

~~303~~345

Long-term operating lease liabilities

~~838~~1,049

~~656~~838

Other long-term liabilities

1,~~089~~247

~~932~~1,089

Total long-term liabilities

1315,~~785~~001

1213,~~239~~785

Noncontrolling interest

3127

3331

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

Paid-in capital

1,~~908~~986

1,~~815~~908

Retained earnings

1213,~~260~~061

1112,~~311~~260

Accumulated other comprehensive loss

(1,~~339~~098)

(1,~~253~~339)

Treasury stock at cost, 273,416,685 and 260,062,834 shares

(11,734)

(10,629)

Treasury stock at cost, 287,678,658 and 273,416,685 shares

(12,884)

(11,734)

Total shareholders’ equity

1,~~860~~830

21,~~009~~860

Total liabilities and shareholders’ equity

2426,~~917~~774

2224,~~821~~917

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED RESULTS OF OPERATIONS

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

Year Ended

Jun. 29, 2024

Jul. 1, 2023

Jul. 2, 2022

Jun. 28, 2025

Jun. 29, 2024

Jul. 1, 2023

(In millions except for share and per share data)

Sales

7881,~~844~~370

7678,~~325~~844

6876,~~636~~325

Cost of sales

6466,~~236~~401

6264,~~370~~236

5662,~~316~~370

Gross profit

14,~~608~~969

1314,~~955~~608

1213,~~320~~955

Operating expenses

11,~~406~~881

1011,~~916~~406

910,~~974~~916

Operating income

3,~~202~~088

3,~~039~~202

23,~~346~~039

Interest expense

~~607~~635

~~527~~607

~~624~~527

Other expense (income), net (1)

3038

~~227~~30

~~(25)~~227

Earnings before income taxes

2,~~565~~415

2,~~285~~565

12,~~747~~285

Income taxes

~~610~~587

~~515~~610

~~388~~515

Net earnings

1,~~955~~828

1,~~770~~955

1,~~359~~770

Net earnings:

Basic earnings per share

3.9074

3.4990

23.6649

Diluted earnings per share

3.8973

3.4789

23.6447

Average shares outstanding

~~501~~488,~~238~~144,~~422~~333

~~507~~501,~~362~~238,~~913~~422

~~510~~507,~~630~~362,~~645~~913

Diluted shares outstanding

~~503~~489,~~096~~825,~~086~~648

~~509~~503,~~719~~096,~~756~~086

~~514~~509,~~005~~719,~~827~~756


(1)			Sysco’s second quarter of fiscal 2023 included a charge of $315 million in other expense related to pension settlement charges. See Note 14, “Company-Sponsored Employee Benefit Plans.” Sysco’s fourth quarter of fiscal 2023 included $122 million in other income related to a legacy litigation financing agreement. See Note 20, “Commitments and Contingencies.”

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

	Year Ended
	Jun. 29, 2024		Jul. 1, 2023		Jul. 2, 2022
	Jun. 28, 2025		Jun. 29, 2024		Jul. 1, 2023
	(In millions)
Net earnings	$	1,~~955~~828	$	1,~~770~~955	$	1,~~359~~770
Other comprehensive income (loss):
Foreign currency translation adjustment	~~(33)~~287		~~127~~(33)		~~(461)~~127
Items presented net of tax:
Amortization of cash flow hedges	75		97		9
Change in net investment hedges	(349)		(213)		54(21)
Change in cash flow hedges	16(3)		~~(56)~~16		24(56)
Changes in excluded components of fair value hedge	2		—		—
Change in excluded components of fair value hedge	(2)		2		—
Amortization of actuarial loss	20		2420		5924
Pension settlement charge	—		~~237~~—		—237
Net actuarial (loss) gain arising in current year	(97)		(89)		(9)
Net actuarial gain (loss) and other adjustments arising in current year	(21)		(97)		(89)
Change in marketable securities	24		(2)		(92)
Total other comprehensive income (loss)	~~(86)~~241		~~229~~(86)		~~(333)~~229
Comprehensive income	$	12,~~869~~069	$	1,~~999~~869	$	1,~~026~~999

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY

(In millions, except for share data)

	Common Stock			Paid-inCapital		RetainedEarnings		AccumulatedOther ComprehensiveLoss		Treasury Stock
	Shares	Amount								Shares	Amounts		Totals
	(In millions except for share data)
Balance as of July 3, 2021	765,174,900	$	765	$	1,620	$	10,152	$	(1,149)	253,342,595	$	(9,835)	$	1,553
Net earnings						1,359							1,359
Other comprehensive loss								(333)					(333)
Dividends declared ($1.90 per common share)						(971)							(971)
Treasury stock purchases										6,698,991	(500)		(500)
Share-based compensation awards				146						(3,510,043)	128		274
Balance as of July 2, 2022	765,174,900	$	765	$	1,766	$	10,540	$	(1,482)	256,531,543	$	(10,207)	$	1,382
Net earnings						1,770							1,770
Other comprehensive income								229					229
Dividends declared ($1.97 per common share)						(999)							(999)
Treasury stock purchases										6,231,071	(500)		(500)
Increase in ownership interest in subsidiaries				(2)									(2)
Share-based compensation awards				51						(2,699,780)	78		129
Balance as of July 1, 2023	765,174,900	$	765	$	1,815	$	11,311	$	(1,253)	260,062,834	$	(10,629)	$	2,009
Net earnings						1,955							1,955
Other comprehensive loss								(86)					(86)
Dividends declared ($2.01 per common share)						(1,006)							(1,006)
Treasury stock purchases				(25)						16,452,041	(1,216)		(1,241)
Share-based compensation awards				118						(3,098,190)	111		229
Balance as of June 29, 2024	765,174,900	$	765	$	1,908	$	12,260	$	(1,339)	273,416,685	$	(11,734)	$	1,860
Net earnings						1,828							1,828
Other comprehensive income								241					241
Dividends declared ($2.07 per common share)						(1,008)							(1,008)
Treasury stock purchases										16,988,703	(1,250)		(1,250)
Share-based compensation awards				78						(2,726,730)	100		178
Adjustments to redeemable non-controlling interest						(19)							(19)
Balance as of June 28, 2025	765,174,900	$	765	$	1,986	$	13,061	$	(1,098)	287,678,658	$	(12,884)	$	1,830

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED CASH FLOWS

(In millions)

	Year Ended
	Jun. 29, 2024		Jul. 1, 2023		Jul. 2, 2022
	Jun. 28, 2025		Jun. 29, 2024		Jul. 1, 2023
Cash flows from operating activities:
Net earnings	$	1,~~955~~828	$	1,~~770~~955	$	1,~~359~~770
Adjustments to reconcile net earnings to cash provided by operating activities:
Pension settlement charge	—		~~315~~—		—315
Share-based compensation expense	~~104~~93		96104		~~122~~96
Depreciation and amortization	~~873~~945		~~776~~873		~~773~~776
Operating lease asset amortization	~~124~~141		~~113~~124		~~108~~113
Amortization of debt issuance and other debt-related costs	1915		2019		2220
Deferred income taxes	27(13)		~~(16)~~27		(6416)
Provision for losses (gains) on receivables	57		36		(15)
Provision for losses on receivables	85		57		36
Loss on extinguishment of debt	—		—		116
Goodwill impairment	92		—		—
Other non-cash items	(12100)		(712)		(137)
Additional changes in certain assets and liabilities, net of effect of businesses acquired:
Increase in receivables	(~~110~~206)		(~~271~~110)		(~~971~~271)
Increase in inventories	(70330)		(2270)		(~~709~~22)
(Increase) decrease in prepaid expenses and other current assets	(222)		(2)		52
Increase in accounts payable	~~104~~143		~~196~~104		~~810~~196
(Decrease) increase in accrued expenses	(1214)		22(12)		~~423~~22
Decrease in operating lease liabilities	(~~144~~177)		(~~134~~144)		(~~126~~134)
Increase (decrease) in accrued income taxes	13		92		(10)
(Decrease) increase in accrued income taxes	(62)		13		92
Decrease (increase) in other assets	38		6		(1)
Decrease in other assets	18		38		6
Increase (decrease) in other long-term liabilities	2574		~~(126)~~25		(38126)
Net cash provided by operating activities	2,~~989~~510		2,~~868~~989		12,~~791~~868
Cash flows from investing activities:
Additions to plant and equipment	(~~832~~906)		(~~793~~832)		(~~633~~793)
Proceeds from sales of plant and equipment	79214		4279		2442
Acquisition of businesses, net of cash acquired	(~~1,210~~40)		(371,210)		(~~1,281~~37)
Purchase of marketable securities	(3332)		(1633)		(1916)
Proceeds from sales of marketable securities	29		1229		1712
Other investing activities	518		75		147
Net cash used for investing activities	(~~1,962~~717)		(~~785~~1,962)		(~~1,878~~785)
Cash flows from financing activities:
Bank and commercial paper borrowings, net	~~200~~45		—200		—
Other debt borrowings including senior notes	1,~~362~~254		~~249~~1,362		~~1,248~~249
Other debt repayments including senior notes	(~~447~~549)		(~~830~~447)		(~~494~~830)
Redemption premiums and repayments for senior notes	—		—		(1,396)
Proceeds from stock option exercises	110		120		79
Cash received from termination of interest rate swap agreements	—		—		23
Stock repurchases	(1,250)		(1,232)		(500)
Proceeds from stock option exercises	120		79		128
Dividends paid	(1,000)		(1,008)		(996)
Stock repurchases	(1,232)		(500)		(500)
Other financing activities	(22)		(33)		(58)
Dividends paid	(1,008)		(996)		(959)
Net cash used for financing activities	(1,412)		(1,038)		(2,056)
Other financing activities	(33)		(58)		(37)
Effect of exchange rates on cash, cash equivalents and restricted cash	22		(10)		8
Net cash used for financing activities	(1,038)		(2,056)		(1,987)
Net increase (decrease) in cash, cash equivalents and restricted cash	403		(21)		35
Effect of exchange rates on cash, cash equivalents and restricted cash	(10)		8		(32)
Cash, cash equivalents and restricted cash at beginning of period	945		966		931
Net (decrease) increase in cash, cash equivalents and restricted cash	(21)		35		(2,106)
Cash, cash equivalents and restricted cash at end of period	$	1,348	$	945	$	966
Cash, cash equivalents and restricted cash at beginning of period	966		931		3,037
Cash, cash equivalents and restricted cash at end of period	$	945	$	966	$	931
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	~~557~~629	$	~~511~~557	$	~~498~~511
Income taxes, net of refunds	564		444		450
Income taxes, net of refunds (1)	640		564		444

(1)

Cash paid for income taxes, net for fiscal 2025 includes $190 million of cash paid for the purchase of federal tax credits.

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF ACCOUNTING POLICIES

Business and Consolidation

Sysco Corporation, acting through its subsidiaries and divisions (Sysco or the company), is engaged in the marketing and distribution of a wide range of food and related products primarily to the foodservice or food-away-from-home industry. These services are performed for approximately 730,000 customers from ~~340~~337 distribution facilities located throughout North America and Europe.

Sysco’s fiscal year ends on the Saturday nearest to June 30th. This resulted in a 52-week year ended June 29

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