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What changed in Sysco's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Sysco's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+321 added−307 removedSource: 10-K (2025-08-22) vs 10-K (2024-08-28)

Top changes in Sysco's 2025 10-K

321 paragraphs added · 307 removed · 259 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeFoodservice 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.
Biggest changeOur 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. 1 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.
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 6 covering items transported by air.
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.
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 2 and support staff, we stay informed of the needs of our customers and acquaint them with new products and services.
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 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.
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 2 marketing and distribution of foodservice products to our customers.
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 FDA regulates food safety and quality through various statutory and regulatory mandates, including manufacturing and holding requirements for foods through 6 good manufacturing practice regulations, hazard analysis and critical control point (HACCP) requirements for certain foods, and the food and color additive approval process.
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.
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, 7 which collectively regulate our trucking operations through the regulation of operations, safety, insurance and hazardous materials.
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.
The Americas primarily consists of operations in Canada, Bahamas, Costa Rica and Panama, as well as our export operations that distribute to international customers.
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.
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 2025.
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.
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.
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.
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 2025.
The Fair Labor Standards Act, which establishes minimum wages and overtime standards, among other requirements, laws that 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.
The Fair Labor Standards Act establishes minimum wages and overtime standards, among other requirements, and prohibits 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.
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.
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 2025.
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.
Available 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.
For example, we are subject to legal and regulatory requirements of the European Union (EU), as well as those of EU countries, where we conduct business (including Ireland, France and Sweden).
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).
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).
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.
We estimate that we serve about 17% of an approximately $360 billion annual foodservice market in the U.S., as estimated by Technomic, Inc., for calendar year 2023. Technomic projects the market size to increase to approximately $370 billion by the end of calendar 2024. We also serve certain international geographies that vary in size and amount of market share.
We estimate that we serve about 17% of an approximately $370 billion annual foodservice market in the U.S., as estimated by Technomic, Inc., for calendar year 2024. Technomic projects the market size to increase to approximately $382 billion by the end of calendar 2025. We also serve certain international geographies that vary in size and amount of market share.
We estimate that our sales by type of customer during the past three fiscal years were as follows: Type of Customer 2024 2023 2022 Restaurants 62 % 62 % 63 % Education, government 7 8 8 Healthcare 7 7 8 Travel and leisure 6 8 7 Other (1) 18 15 14 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.
We estimate that our sales by type of customer during the past three fiscal years were as follows: Type of Customer 2025 2024 2023 Restaurants 60 % 62 % 62 % Education, government 8 7 8 Healthcare 8 7 7 Travel and leisure 7 6 8 Other (1) 17 18 15 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.
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 $78.8 billion in annual sales in fiscal 2024, both through internal expansion of existing operations and acquisitions.
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 $81.4 billion in annual sales in fiscal 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 29, 2024 for fiscal 2024, a 52-week year ended July 1, 2023 for fiscal 2023 and a 52-week year ended July 2, 2022 for fiscal 2022. We will have a 52-week year ending June 28, 2025 for fiscal 2025.
Sysco’s fiscal year ends on the Saturday nearest to June 30th. This resulted in a 52-week year ended June 28, 2025 for fiscal 2025, a 52-week year ended June 29, 2024 for fiscal 2024 and a 52-week year ended July 1, 2023 for fiscal 2023. We will have a 52-week year ending June 27, 2026 for fiscal 2026.
For certain product lines, we are also subject to the Federal Meat 5 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.
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.
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 fiscal 2024, as compared to 7% of sales in fiscal 2023.
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 2025 and fiscal 2024.
In fiscal 2024, our hourly colleagues received an average hourly wage of approximately $24, and 100% of colleagues in our U.S. distribution facilities received pay above state minimum wage thresholds.
In fiscal 2025, our hourly colleagues received an average hourly wage of approximately $25, and 100% of colleagues in our U.S. distribution facilities received pay above state minimum wage thresholds.
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 and establishes standards for the grading and commercial acceptance of produce shipments from our suppliers.
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.
Specialty operations, which include our FreshPoint fresh produce distribution business, our Specialty Meats and Seafood Group specialty protein operations, our growing Italian Specialty platform anchored by Greco & Sons, Inc., Edward Don & Company (Edward Don), acquired in the second quarter of fiscal 2024, which distributes restaurant equipment and supplies, 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.
Specialty operations, which include our FreshPoint fresh produce distribution business, our Buckhead | Newport Meat & Seafood specialty protein operations, our growing Italian Specialty platform anchored by Greco & Sons, Inc., our Edward Don restaurant equipment and supplies distribution business, our Asian specialty distribution company and a number of other small specialty businesses that are not material to the operations of Sysco; • International Foodservice Operations – includes operations outside of the United States (U.S.), which distribute a full line of food products and a wide variety of non-food products.
The 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.
The level of inventory on hand will vary by product depending on shelf-life, supplier order 3 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.
No single customer accounted for 10% or more of Sysco’s total sales for the fiscal year ended June 29, 2024.
No single customer accounted for 10% or more of Sysco’s total sales for the fiscal year ended June 28, 2025.
As of June 29, 2024, we employed approximately 76,000 employees, including 51,000 U.S. employees and 25,000 employees outside the U.S., as compared to approximately 72,000 employees as of July 1, 2023. 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.
As of June 28, 2025, we employed approximately 75,000 employees, including 51,000 U.S. employees and 24,000 employees outside the U.S., as compared to approximately 76,000 employees as of June 29, 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.
As of June 29, 2024, 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 81 % 19 % 40 % 27 % 23 % 5 % 1 % 1 % 2 % 1 % Management 73 27 62 16 12 5 1 1 2 1 Senior Management 73 27 76 8 6 6 — — 2 2 Officers 75 25 64 7 12 2 2 — 2 11 Total Sysco 80 20 43 25 22 5 1 1 2 1 (1) Information is based on self-reported identification.
As of June 28, 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 80 % 20 % 40 % 27 % 22 % 5 % 1 % 1 % 2 % 2 % Management 71 29 62 16 11 5 1 1 2 2 Senior Management 73 27 76 8 6 5 — — 1 4 Officers 76 24 63 7 9 3 2 — 2 14 Total Sysco 79 21 43 26 21 5 1 1 2 1 (1) Information is based on self-reported identification.
Approximately 15% of our employees were represented by unions, primarily the International Brotherhood of Teamsters and unions in France and Sweden. Approximately 9% 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.
Approximately 14% of our employees were represented by unions, primarily the International Brotherhood of Teamsters and unions in France and Sweden. Approximately 14% of our union employees are covered by collective bargaining agreements that are subject to renegotiation in fiscal 2026.
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 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.
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.
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.
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.
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.
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.
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.
A comparison of the sales mix in the principal product categories during the last three years is presented below: Principal product categories 2024 2023 2022 Canned and dry products 19 % 19 % 17 % Fresh and frozen meats 18 18 19 Frozen fruits, vegetables, bakery and other 15 15 14 Dairy products 10 11 10 Poultry 10 10 11 Fresh produce 9 9 8 Paper and disposables 7 7 7 Seafood 4 4 5 Beverage products 4 3 3 Equipment and smallwares (1) 2 1 1 Other (2) 2 3 5 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.
A comparison of the sales mix in the principal product categories during the last three years is presented below: Principal product categories 2025 2024 2023 Fresh and frozen meats 19 % 18 % 18 % Canned and dry products 18 19 19 Frozen fruits, vegetables, bakery and other 15 15 15 Dairy products 11 10 11 Poultry 10 10 10 Fresh produce 8 9 9 Paper and disposables 7 7 7 Beverage products 4 4 3 Seafood 3 4 4 Equipment and smallwares 2 2 1 Other (1) 3 2 3 Totals 100 % 100 % 100 % (1) Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products, and medical supplies.
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, 2023 and 2022, capital expenditures, net of proceeds from sales of assets, were $753 million, $751 million and $609 million, respectively.
Capital Improvements During fiscal 2025, 2024 and 2023, $906 million, $832 million and $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.
Selected financial data for each of our reportable segments, as well as financial 1 information concerning geographic areas, can be found in Note 21, “Business Segment Information,” in the Notes to Consolidated Financial Statements in Item 8.
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 information concerning geographic areas, can be found in Note 21, “Business Segment Information,” in the Notes to Consolidated Financial Statements in Item 8.
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.
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 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.
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.
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.
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, finance, legal, information technology, risk management and insurance, sales and marketing, merchandising, inbound logistics, human resources, and strategy.
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.
We do not have any material patents or licenses. 8 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.
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.” 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.
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.
Capital expenditures, net of proceeds from sales of assets, as a percentage of sales during fiscal 2024, 2023 and 2022 were 1.0%, 1.0% and 0.9%, respectively. During the three years ended June 29, 2024, capital expenditures were financed primarily by internally generated funds along with bank and other borrowings.
During the three years ended June 28, 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 approximate $700 million in fiscal 2026, and we expect to finance these capital expenditures from cash flows from operations and bank and other borrowings.
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.
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.
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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.
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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.
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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.
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During fiscal 2025, 2024 and 2023, capital expenditures, net of proceeds from sales of assets, were $692 million, $753 million and $751 million, respectively. Capital expenditures, net of proceeds from sales of assets, as a percentage of sales during fiscal 2025, 2024 and 2023 were 0.9%, 1.0% and 1.0%, respectively.
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Otherwise, we pay our suppliers according to our payment terms. 3 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.
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Inclusion — Our Inclusion team develops and operationalizes global strategic initiatives that are designed to ensure that every colleague, customer, supplier and/or partner – regardless of identity, background, or life experience – feels valued, respected, and empowered to contribute.
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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, 2023 and 2022, $832 million, $793 million and $633 million, respectively, were invested in facilities, technology, equipment, delivery fleet and other capital asset enhancements.
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To further this goal, our Chief Inclusion Officer works collaboratively with our Global Inclusion Council to ensure a strategy that meets the needs of our full colleague population, as well as the vibrant, diverse customers and communities we serve.
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We expect our capital expenditures, net of proceeds from sales of assets, to continue to approximate 1% of sales in fiscal 2025, 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.
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Our global strategy is further advanced by our 11 Colleague Resource Groups (CRGs) – voluntary, colleague-led groups that enhance inclusion and belonging through programming and initiatives falling into the following areas: 4 colleague, community, culture, and corporation.
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Diversity, Equity and Inclusion — Our Diversity, Equity and Inclusion (DEI) team develops global strategic initiatives that are implemented to ensure that the needs specific to each region are addressed. Our vision is to build a diverse, equitable and inclusive work environment that reflects the customers and communities we serve.
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Each CRG is helmed by a VP+ level Executive Sponsor to ensure alignment with business priorities, and each group is open to all colleagues.
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We use our Global DEI Advisory Council to monitor and enhance our three-year DEI Roadmap and Real Talk Dialogues which provide leaders and colleagues safe forums to have open, honest, two-way and completely voluntary conversations. Our Colleague Resource Groups (CRGs) are voluntary, 4 colleague-led groups organized to foster a diverse, inclusive workplace at Sysco.
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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.
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They are a critical element of our engagement and DEI efforts at both our headquarters and at operating sites.
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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.
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Our sales do not generally fluctuate significantly on a seasonal basis; therefore, our business is not deemed to be seasonal. As of June 29, 2024, we operated 340 distribution facilities throughout North America and Europe. 7
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Hourican 52 Chair of the Board and Chief Executive Officer 2024 President and Chief Executive Officer of Sysco Corporation, 2020 – 2025 Greg D. Bertrand 61 Executive Vice President, Global Chief Operating Officer 2023 Executive Vice President, U.S. Foodservice Operations of Sysco Corporation, 2018 – 2023 Kenny K.
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Cheung 43 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.
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Gutierrez 40 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.
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Johnson 52 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 5 Gregory S.
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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.
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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.
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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.
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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.
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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.
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As of June 28, 2025, we operated 337 distribution facilities throughout North America and Europe.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

57 edited+11 added−4 removed146 unchanged
Biggest changeIncreases 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.
Biggest changeLabor 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.
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.
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 17 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.
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.
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 13 customers might owe us.
In addition, many of our facilities have propane and battery-powered forklifts. Proposed or recently enacted legal requirements, such as those requiring the phase- 15 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.
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.
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.
Organization and Common Stock Risks 20 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.
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.
Fear of these or similar events may 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.
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 14 the creditworthiness of the indemnifying party and the insured limits of any insurance provided by suppliers.
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.
The loss of one or more of our major customers could adversely affect our business, financial condition, and results of operations. 12 Our anticipated change to the mix of locally managed customers versus multi-unit customers could reduce our gross and operating margins.
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.
We 16 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.
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 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. 8 Global health developments and economic uncertainty resulting from global public health crises may adversely affect our business, financial condition and results of operations.
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. 9 Global health developments and economic uncertainty resulting from global public health crises may adversely affect our business, financial condition and results of operations.
If our products are alleged to have caused injury or illness, or to have failed to comply with governmental regulations, we may need to recall or withdraw our products and may experience product liability claims.
If our products are alleged to have caused injury, illness, or 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.
While we remain committed to being responsive to climate change and reducing our carbon 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.
While we remain committed to being responsive to climate change and reducing our greenhouse gas footprint, there can be no assurance that our goals and strategic plans to achieve those goals will be successful, that the costs related to climate transition will not be higher than expected, that the necessary technological advancements will occur in the timeframe we expect, or at all, or that proposed regulation or deregulation related to climate change will not have a negative competitive impact, any one of which could have a material adverse effect on our business, financial condition and results of operations.
Under federal law, significant underfunding experienced by a given plan generally results in 18 increased contribution obligations in the form of surcharges and supplemental contribution obligations.
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 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.
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.
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 10 limiting price increases or may require increased discounting or other concessions.
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 11 limiting price increases or may require increased discounting or other concessions.
Risks inherent in branching out into such complementary markets also 13 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.
Risks inherent in branching out into such complementary markets also 14 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.
In addition, 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 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.
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.
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.
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 and phishing attacks, as well as distributed denial of service attacks and the theft of data.
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.
We, like any other foodservice distributor, may be subject to product recalls, including voluntary recalls or withdrawals, if the products we distribute are alleged to have caused injury or illness, to have been mislabeled, misbranded, or adulterated or to otherwise have violated applicable governmental regulations.
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 death, to have been mislabeled, misbranded, or adulterated or to otherwise have violated applicable governmental regulations.
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.
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.
Further, we anticipate continuing to devote significant resources to maintaining and upgrading our security measures generally, including those we employ to protect personal information against these cybersecurity threats.
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.
We had a pension obligation of $2.6 billion, as compared to assets totaling $2.5 billion, as of June 29, 2024, both of which have sensitivity to financial market factors that could impact our funding requirements.
We had a pension obligation of $2.6 billion, as compared to assets totaling $2.5 billion, as of June 28, 2025, both of which have sensitivity to financial market factors that could impact our funding requirements.
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, 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.
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.
Economic conditions can affect us in the following ways: • Unfavorable conditions can depress sales and/or gross margins in a given market. • 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.
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.
Approximately 16% of our union employees are covered by collective bargaining agreements that are subject to renegotiation in fiscal 2025. Failure to effectively renegotiate these contracts could result in work stoppages.
Approximately 14% of our union employees are covered by collective bargaining agreements that are subject to renegotiation in fiscal 2026. Failure to effectively renegotiate these contracts could result in work stoppages.
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.
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.
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 29, 2024, we had approximately $12.0 billion of total indebtedness, which primarily includes our outstanding senior notes.
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 28, 2025, we had approximately $13.3 billion of total indebtedness, which primarily includes our outstanding senior notes.
The price and supply of fuel can fluctuate significantly based on international, political 9 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.
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 10 concerns.
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 29, 2024, we had approximately 76,000 employees, approximately 15% of whom were represented by unions, primarily the International Brotherhood of Teamsters and unions in France and Sweden.
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 28, 2025, we had approximately 75,000 employees, approximately 14% of whom were represented by unions, primarily the International Brotherhood of Teamsters and unions in France and Sweden.
These systems are potentially vulnerable to cyber-based attacks and security breaches. In addition, cyber criminals are increasing their attacks on individual employees with business email compromise scams designed to trick victims into transferring sensitive data or funds, or steal credentials that compromise information systems.
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.
Climate change, or the legal, regulatory or market measures being implemented to address climate change, 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.
Climate change and other social and governance matters, as well as the legal, regulatory or market measures being implemented to address such 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.
Although our business has not been materially impacted to date by the ongoing invasion of Ukraine by Russia or the Israel-Hamas War, 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.
Although our business has not been materially impacted to date by ongoing military 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.
Any future product recall or withdrawal 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.
Any 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.
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 invasion of Ukraine by Russia and the Israel-Hamas War) and natural disasters, epidemics, pandemics or other human or animal disease outbreaks or other catastrophic events (including, but not limited to, foodborne illnesses).
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 ongoing military conflicts), changes in trade relations and policies, including 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).
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 Sysco, Pillar Two will be effective at the beginning of fiscal 2025.
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%.
Among other matters, these actions required or strongly urged various venues where foodservice products were served, including restaurants, schools, hotels and cruise liners, to reduce or discontinue operations, which adversely affected demand in the foodservice industry, including demand for our products and services.
Among other matters, these actions could require or strongly urge various venues where foodservice products are served, including restaurants, schools, hotels and cruise liners, to reduce or discontinue operations, which could adversely affect demand in the foodservice industry, including demand for our products and services.
In addition, from 11 time to time we establish and publicly announce goals and commitments related to corporate social responsibility matters, including those related to reducing our impact on the environment.
In addition, from 12 time to time we establish and publicly announce goals and commitments related to sustainability matters, including those related to reducing our impact on the environment.
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.
Failure to 18 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) places stringent requirements on companies when handling personal data and local regulatory guidance continues to evolve.
Both the GDPR 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.
Additionally, both the GDPR and the California Consumer Privacy Act of 2018 (the CCPA) are continuously evolving and developing and may be interpreted and applied differently from jurisdiction to jurisdiction and may create inconsistent or conflicting requirements.
For example, the California Privacy Rights Act (the CPRA), which was approved by California voters as a ballot initiative in November 2020, modifies the CCPA significantly, further enhancing and extending an individual’s rights over their personal data and the obligations placed on companies that handle this data. The resulting new regulations became effective on January 1, 2023.
For example, the California Privacy Rights Act (the CPRA) modifies the CCPA significantly, further enhancing and extending an individual’s rights over their personal data and the obligations placed on companies that handle this data. The resulting new regulations became effective on January 1, 2023.
Our current sustainability goals include to reduce our Scope 1 & 2 emissions by 27.5% by 2030 and strongly encourage suppliers representing 67% of Scope 3 emissions (focusing on purchased goods and services and upstream transportation suppliers) to set science-based targets by 2026.
Our current sustainability goals include to reduce our Scope 1 & 2 emissions by 27.5% by 2030 and to continue to encourage suppliers to reduce Scope 3 emissions (focusing on purchased goods and services and upstream transportation suppliers).
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 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.
If we do not have adequate insurance or contractual indemnification available, product liability relating to defective products could materially adversely affect our results of operations and financial condition.
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.
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. 19 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 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.
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).
In addition, we could incur substantial investigation, remediation or other costs related to environmental conditions at our currently or formerly owned or operated properties. 16 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).
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 condition directly and disrupted the operations of our business partners, suppliers and customers.
Public health crises, pandemics and epidemics could adversely affect our business, financial condition and results of operations, and disrupt the operations of our business partners, suppliers and customers.
While 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 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.
We cannot predict with certainty the extent to which our operations may be impacted in the future by the effects of public health crises, pandemics, or epidemics on us or on our business partners, suppliers and customers.
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.
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.
We also face the risk of exposure to product liability claims if the use of products sold by Sysco is alleged to have caused injury or illness. 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.
We cannot be sure that consumption of 15 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.
In response to the outbreak of COVID-19 and its development into a pandemic, governmental authorities in many countries in which we, our customers and our suppliers were present and operated, imposed mandatory closures, sought voluntary closures and imposed restrictions on, or advisories with respect to, travel, business operations and public gatherings or interactions.
In response to public health crises, governmental authorities in many countries in which we, our customers and our suppliers are present and operate, may impose mandatory closures, seek voluntary closures and impose restrictions on, or advisories with respect to, travel, business operations and public gatherings or interactions.
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, military conflicts, such as the invasion of Ukraine by Russia and the Israel-Hamas War, or other geopolitical events, can negatively impact global demand.
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.
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 in January 2023.
For example, in March 2023, Sysco became aware of a cybersecurity event perpetrated by a threat actor believed to have begun earlier that year.
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.
Such shortages may result in increased costs from certain temporary wage actions, such as hiring, referral, and retention bonus programs. 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.
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.
A failure to refinance such indebtedness on favorable terms, or at all, could adversely affect our business and liquidity position. 19 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 .
Most notably, employee and business data were brought into scope, which raises the compliance requirements for us significantly, in terms of internal controls, processes and governance requirements. Furthermore, since 2020, 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.
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.
In fiscal 2024, our total contributions to these plans were approximately $63 million. The costs of providing benefits through such plans have increased in recent years.
We contribute to several multiemployer defined benefit pension plans based on obligations arising under collective bargaining agreements covering union-represented employees. In fiscal 2025, our total contributions to these plans were approximately $66 million. The costs of providing benefits through such plans have increased in recent years.
Removed
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.
Added
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.
Removed
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.
Added
In addition, military conflicts, such as the invasion of Ukraine by Russia and conflicts in the Middle East, or other geopolitical events, can negatively impact global demand.
Removed
In addition, we could incur substantial investigation, remediation or other costs related to environmental conditions at our currently or formerly owned or operated properties.
Added
We 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.
Removed
There continues to be a growing trend of other countries adopting similar laws. 17 Additionally, there continues to be significant uncertainty with respect to the California Consumer Privacy Act of 2018 (the CCPA), which went into effect on January 1, 2020, and imposes additional obligations on companies regarding the handling of personal information and provides certain individual privacy rights to persons whose information is collected.
Added
On January 20, 2025, President Trump issued executive orders that the 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 options for protective measures the U.S. should adopt in response.
Added
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.
Added
In the past we have, and in the future we may also face the risk of exposure to product liability claims if the use of products sold by Sysco does cause or is alleged to have caused injury, illness, or death.
Added
For instance, in the UK, the adoption of the Data Use and Access Act may require more localized data storage facilities and could impact how we segregate personal data between markets. There also continues to be a growing trend of other countries adopting similar laws which we will have to assess and understand in order to implement required changes.
Added
Most notably, employee and business data were brought into scope, which raises the compliance requirements for us significantly, in terms of internal controls, processes and governance requirements.
Added
Of the $13.3 billion of total indebtedness, $1.75 billion will mature within the next twelve months.
Added
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.
Added
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.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe 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.
Biggest changeOur 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.
Integrating cybersecurity risk into the overall RRC process in this manner assists the company in identifying, assessing, and managing material cybersecurity risks. 20 Our cybersecurity program is designed to be aligned with applicable industry standards and is assessed regularly by internal and external cybersecurity experts.
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.
For more information on the company's cybersecurity risks, refer to Item 1A, “Risk Factors.”
For more information on the company's cybersecurity risks, refer to Item 1A, “Risk Factors.” 22
During the year ended June 29, 2024, 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.
During the year ended June 28, 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.
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 cybersecurity oversight function meets at least quarterly to discuss key risks and to discuss mitigation strategies.
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The results of our cybersecurity team process are communicated to the leadership team and its risk & reputation committee (the RRC) at least quarterly. 21 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.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeLocation Number of Facilities Square Feet (in thousands) Segment Served (1) Bahamas 1 192 I Belgium 1 200 I Canada 28 4,250 I, O Costa Rica 1 188 I France 42 3,015 I Ireland and Northern Ireland 8 833 I Mexico 6 288 I Panama 1 44 I Sweden 6 934 I United Kingdom 42 2,435 I United States and its territories (2) 204 44,226 U, I, S, O Totals 340 56,605 (1) Segments served include U.S.
Biggest changeLocation Number of Facilities Square Feet (in thousands) Segment Served (1) Bahamas 1 192 I Belgium 1 18 I Canada 28 4,364 I, O Costa Rica 1 188 I France 41 2,902 I Ireland and Northern Ireland 9 867 I Panama 1 87 I Sweden 7 1,395 I United Kingdom 41 2,591 I United States and its territories (2) 207 44,841 U, I, S, O Totals 337 57,445 (1) Segments served include U.S.
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 29, 2024.
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 28, 2025.
Foodservice (U), International Foodservice (I), SYGMA (S), and Other (O). (2) California, Florida, Texas, and Illinois account for 27, 18, 15, and 12 respectively, of the facilities located in the U.S.
Foodservice (U), International Foodservice (I), SYGMA (S), and Other (O). (2) California, Florida, Texas, and Illinois account for 27, 20, 16, and 12 respectively, of the facilities located in the U.S.
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.
As of June 28, 2025, our fleet of approximately 19,000 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 91% of these vehicles and lease the remainder.
We own approximately 40,100,000 square feet of our distribution facilities (or 70.8% of the total square feet), and the remainder is occupied under leases expiring at various dates from fiscal 2025 to fiscal 2050, exclusive of renewal options.
We own approximately 38,429,000 square feet of our distribution facilities (or 66.9% of the total square feet), and the remainder is occupied under leases expiring at various dates from fiscal 2026 to fiscal 2099, exclusive of renewal options.
We own our approximately 634,000 square foot headquarters office complex in Houston, Texas. 21 We 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 6% of fiscal 2024 sales.
We 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.
Within our Latin American operations, we operate 17 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.
Within our Latin American operations, we operate 18 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.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changePursuant 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.
Biggest changePursuant 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. 23
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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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeWe made the following share repurchases during the fourth quarter of fiscal 2024: 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 — (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.
Biggest changeIssuer Purchases of Equity Securities We made the following share repurchases during the fourth quarter of fiscal 2025: 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 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 — (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.
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, 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.
Stock Performance Graph The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the 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 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, and that all dividends were reinvested.
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 2020, and that all dividends were reinvested.
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 (SYY) is the New York Stock Exchange. The number of record owners of Sysco’s common stock as of August 16, 2024 was 6,992.
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 5, 2025 was 6,672.
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. We repurchased 16,128,932 shares for $1.2 billion during fiscal 2024. As of June 29, 2024, we had a remaining authorization of approximately $2.8 billion.
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 16,988,703 shares for $1.3 billion during fiscal 2025. As of June 28, 2025, we had a remaining authorization of approximately $1.5 billion.
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. 23 6/29/2019 6/27/2020 7/3/2021 7/2/2022 7/1/2023 6/29/2024 Sysco Corporation $100 $76 $115 $133 $116 $115 S&P 500 100 104 153 137 162 202 S&P 500 Food/Staple Retail Index 100 106 137 144 156 202 Item 6. [Reserved]
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. 25 6/27/2020 7/3/2021 7/2/2022 7/1/2023 6/29/2024 6/28/2025 Sysco Corporation $100 $151 $175 $153 $151 $164 S&P 500 100 147 131 155 193 221 S&P 500 Food/Staple Retail Index 100 129 136 147 191 232 Item 6. [Reserved]
We purchased 862,718 additional shares under our authorization through August 16, 2024.
We purchased no additional shares under our authorization through August 5, 2025.
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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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeAdjusted diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding. 36 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) % 37 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 (1) Represents a constant currency adjustment which eliminates the impact of foreign currency fluctuations on the current year results.
Biggest changeAdjusted diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding. 38 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 39 2025 2024 Change in Dollars %/bps Change (In millions, except for share and per share data) Tax impact of goodwill impairment (4) (10) — (10) NM Impact of other non-routine tax adjustments 10 — 10 NM Net earnings adjusted for Certain Items (Non-GAAP) $ 2,184 $ 2,167 $ 17 0.8 % Diluted earnings per share (GAAP) $ 3.73 $ 3.89 $ (0.16) (4.1) % Impact of restructuring and transformational project costs (2) 0.37 0.24 0.13 54.2 Impact of acquisition-related costs (3) 0.33 0.32 0.01 3.1 Impact of goodwill impairment 0.19 — 0.19 NM Tax impact of restructuring and transformational project costs (4) (0.09) (0.06) (0.03) (50.0) Tax impact of acquisition-related costs (4) (0.08) (0.08) — — Tax impact of goodwill impairment (4) (0.02) — (0.02) NM Impact of other non-routine tax adjustments 0.02 — 0.02 NM Diluted earnings per share adjusted for Certain Items (Non-GAAP) (5) $ 4.46 $ 4.31 $ 0.15 3.5 % Diluted shares outstanding 489,825,648 503,096,086 (1) Represents a constant currency adjustment which eliminates the impact of foreign currency fluctuations on the current year results.
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.
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 50 and economic statistics as a basis to estimate the key assumptions utilized in the discounted cash flow model.
Cost of goods sold generally changes as we incur higher or lower costs from our suppliers and as our customer and product mix changes. 26 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.
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.
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 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. 31 • Future Horizons – We are committed to responsible growth.
Our commercial paper dealer agreement in Europe includes an issuance allowance for an aggregate amount not to exceed €250 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.
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.
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.
The Americas primarily consists of operations in Canada, Bahamas, Costa Rica and Panama, as well as our export operations that distribute to international customers.
Foodservice Operations represented approximately 88.3% and 89.4%, 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.
Foodservice Operations represented approximately 88.8% and 88.3%, 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.
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, the U.S.
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 2025, the U.S.
Free Cash Flow 27 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.
Free Cash Flow 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.
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 29, 2024, 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.
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 28, 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.
A 25 basis point increase (decrease) in the assumed rate of return in the Plan for fiscal 2025 would decrease (increase) Sysco’s net company-sponsored pension costs for fiscal 2025 by approximately $6 million.
A 25 basis point increase (decrease) in the assumed rate of return in the Plan for fiscal 2026 would decrease (increase) Sysco’s net company-sponsored pension costs for fiscal 2026 by approximately $6 million.
We estimated the fair value of these 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.
We 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.
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 29, 2024 and July 1, 2023 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.
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 28, 2025 and June 29, 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.
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 liquidity. Our long-term revolving credit facility includes aggregate commitments of the lenders thereunder of $3.0 billion with an option to increase such commitments to $4.0 billion.
To date, we have not experienced difficulty accessing the credit markets. As of August 5, 2025, the company had approximately $2.7 billion in cash and available liquidity. Our long-term revolving credit facility includes aggregate commitments of the lenders thereunder of $3.0 billion with an option to increase such commitments to $4.0 billion.
As of June 29, 2024, Sysco was in compliance with all of its debt covenants and the company expects to 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.
As of June 28, 2025, Sysco was in compliance with all of its debt covenants and the company expects to 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.
These results were primarily attributable to the factors discussed previously related to net earnings in fiscal 2024. 35 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.
These results were primarily attributable to the factors discussed previously related to net earnings in fiscal 2025. 37 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.
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 29, 2024, and repayment activity since the end of fiscal 2024 are disclosed within those notes.
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 28, 2025, and repayment activity since the end of fiscal 2025 are disclosed within those notes.
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.
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.
NM Represents that the percentage change is not meaningful. 38 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): 2024 2023 Change in Dollars %/bps Change U.S.
NM Represents that the percentage change is not meaningful. 40 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.
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. 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 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 estimate that we serve about 17% of an approximately $360 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. Technomic projects the market size to increase to approximately $370 billion by the end of calendar year 2024.
We estimate that we serve about 17% of an approximately $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 2024. Technomic projects the market size to increase to approximately $382 billion by the end of calendar year 2025.
Due to the low level of active employees in our retirement plans, our assumption for the rate of increase in future compensation is n ot a critical assumption. The expected long-term rate of return on plan assets was 5.50% for fiscal 2024.
Due to the low level of active employees in our retirement plans, our assumption for the rate of increase in future compensation is n ot a critical assumption. The expected long-term rate of return on plan assets was 5.63% for fiscal 2025.
Foodservice Operations operating results represented approximately 70.2% of Sysco’s overall sales and 88.3% 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 invested substantial amounts in assets, operating methods, technology and management expertise in this segment.
Foodservice Operations operating results represented approximately 70.0% of Sysco’s overall sales and 88.8% 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.
Our fair value conclusions as of June 29, 2024 for the reporting units are sensitive to changes in the assumptions used in the income approach which include forecasted revenues, perpetual growth rates, and long-term discount rates, among others, all of which require significant judgments by management.
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.
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 5.63% for fiscal 2025.
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 5.70% for fiscal 2026.
A s of August 16, 2024, Moody’s Investors Service has assigned us an unsecured debt credit rating of Baa1 and a ratings outlook of “stable.” Standard & Poor’s has assigned us an unsecured debt credit rating of BBB and a ratings outlook of “stable.” Fitch Ratings Inc. 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 markets may increase the cost of borrowing for us or limit our access to capital.
As of August 5, 2025, Moody’s Investors Service has assigned us an unsecured debt credit rating of Baa1 and a ratings outlook of “stable.” Standard & Poor’s has assigned us an unsecured debt credit rating of BBB and a ratings outlook of “stable.” Fitch Ratings Inc. 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 markets may increase the cost of borrowing for us or limit our access to capital.
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, U.S. Foodservice Operations and International Foodservice Operations represented approximately 70.2% and 18.5%, respectively, of Sysco’s overall sales, compared to 70.3% and 17.8%, respectively, in fiscal 2023. In fiscal 2024 and fiscal 2023, 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 2025, U.S. Foodservice Operations and International Foodservice Operations represented approximately 70.0% and 18.3%, respectively, of Sysco’s overall sales, compared to 70.2% and 18.5%, respectively, in fiscal 2024. In fiscal 2025 and fiscal 2024, U.S.
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. 43 Cash Flows Operating Activities We generated $3.0 billion in cash flows from operations in fiscal 2024, compared to cash flows from operations of $2.9 billion in fiscal 2023.
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. 45 Cash Flows Operating Activities We generated $2.5 billion in cash flows from operations in fiscal 2025, compared to cash flows from operations of $3.0 billion in fiscal 2024.
The fiscal 2024 and fiscal 2023 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.
No similar charge was applicable in fiscal 2024. The fiscal 2025 and fiscal 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.
Net Earnings Net earnings increased 10.5% in fiscal 2024, as compared to fiscal 2023, 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.
Net Earnings Net earnings decreased 6.5% in fiscal 2025, as compared to fiscal 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.
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. Highlights Our fiscal 2024 results were driven by sales growth that surpassed fiscal 2023 levels by 3.3%.
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 2024. Highlights Our fiscal 2025 results were driven by sales growth of 3.2% as compared to fiscal 2024.
All discussion of changes in our results of operations from fiscal 2023 to fiscal 2022 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 1, 2023, filed with the Securities and Exchange Commission on August 25, 2023.
All discussion of changes in our results of operations from fiscal 2024 to fiscal 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 June 29, 2024, filed with the Securities and Exchange Commission on August 28, 2024.
As of June 29, 2024, Sysco had a total of $10.5 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.
As of June 28, 2025, Sysco had a total of $11.8 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.
Foodservice Operations International Foodservice Operations SYGMA Other Global Support Center Consolidated Totals (In millions) Sales $ 55,339 $ 14,561 $ 7,768 $ 1,176 $ — $ 78,844 Sales increase (decrease) 3.1 % 7.4 % (1.0) % (5.1) % 3.3 % Percentage of total 70.2 % 18.5 % 9.9 % 1.4 % 100.0 % Operating income (loss) $ 3,673 $ 375 $ 72 $ 40 $ (958) $ 3,202 Operating income increase (decrease) 2.4 % 19.4 % 28.6 % (29.8) % 5.4 % Percentage of total segments 88.3 % 9.0 % 1.7 % 1.0 % 100.0 % Operating income as a percentage of sales 6.6 % 2.6 % 0.9 % 3.4 % 4.1 % Year Ended Jul. 1, 2023 U.S.
Foodservice Operations International Foodservice Operations SYGMA Other Global Support Center Consolidated Totals (In millions) Sales $ 55,339 $ 14,561 $ 7,768 $ 1,176 $ — $ 78,844 Percentage of total 70.2 % 18.5 % 9.9 % 1.4 % 100.0 % Operating income (loss) $ 3,673 $ 375 $ 72 $ 40 $ (958) $ 3,202 Percentage of total segments 88.3 % 9.0 % 1.7 % 1.0 % 100.0 % Operating income as a percentage of sales 6.6 % 2.6 % 0.9 % 3.4 % 4.1 % Our U.S.
The following table sets forth the company’s total plant and equipment additions: 2024 2023 (In millions) Net cash capital expenditures $ 753 $ 751 Plant and equipment acquired through financing programs 402 197 Assets obtained in exchange for finance lease obligations 115 114 Total net plant and equipment additions $ 1,270 $ 1,062 Our capital expenditures in fiscal 2024 were $39 million higher than in fiscal 2023, as we made investments to advance our Recipe for Growth strategy.
The following table sets forth the company’s total plant and equipment additions: 2025 2024 (In millions) Net cash capital expenditures $ 692 $ 753 Plant and equipment acquired through financing programs 281 402 Assets obtained in exchange for finance lease obligations 202 115 Total net plant and equipment additions $ 1,175 $ 1,270 Our capital expenditures in fiscal 2025 were $74 million higher than in fiscal 2024, as we made investments to advance our Recipe for Growth strategy.
Specialty operations, which include our FreshPoint fresh produce 24 distribution business, our Specialty Meats and Seafood Group specialty protein operations, our growing Italian Specialty platform anchored by Greco & Sons, Inc., Edward Don, acquired in the second quarter of fiscal 2024, which distributes restaurant equipment and supplies, 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.
Specialty operations, which include our FreshPoint fresh produce 26 distribution business, our Buckhead | Newport Meat & Seafood specialty protein operations, our growing Italian Specialty platform anchored by Greco & Sons, Inc., our Edward Don restaurant equipment and supplies distribution business, our Asian specialty distribution company and a number of other small specialty businesses that are not material to the operations of Sysco; • International Foodservice Operations – includes operations outside of the United States (U.S.), which distribute a full line of food products and a wide variety of non-food products.
For the operations that are grouped within our Other segment, sales were 5.1% lower in fiscal 2024, as compared to fiscal 2023. Operating income decreased $17 million in fiscal 2024, as compared to fiscal 2023. The operations of this group mainly consist of our hospitality business, Guest Worldwide.
For the operations that are grouped within our Other segment, sales were 7.3% lower in fiscal 2025, as compared to fiscal 2024. Operating income decreased $113 million in fiscal 2025, as compared to fiscal 2024. The operations of this group mainly consist of our hospitality business, Guest Worldwide.
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 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.
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 16,128,932 shares for $1.2 billion during fiscal 2024. As of June 29, 2024, we had a remaining authorization of approximately $2.8 billion.
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 16,988,703 shares for $1.3 billion during fiscal 2025. As of June 28, 2025, we had a remaining authorization of approximately $1.5 billion.
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 16, 2024, 29,477,835 shares remained available for issuance under this registration statement.
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 5, 2025, there were 29,477,835 shares remaining for issuance under this registration statement.
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.
Significant accounting policies employed by Sysco are presented in the notes to the financial statements. 49 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.
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.
Adjusted diluted earnings per share, excluding Certain Items (which is a non-GAAP financial measure for which a reconciliation is 36 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.
(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.
(4) Fiscal 2025 includes $945 million in GAAP depreciation and amortization expense, less $137 million of Non-GAAP depreciation and amortization expense primarily related to acquisitions. 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. NM Represents that the percentage change is not meaningful.
We will fund our journey through cost-out and efficiency improvements. 29 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 Sales 100.0 % 100.0 % Cost of sales 81.5 81.7 Gross profit 18.5 18.3 Operating expenses 14.5 14.3 Operating income 4.0 4.0 Interest expense 0.7 0.7 Other (income) expense, net — 0.3 Earnings before income taxes 3.3 3.0 Income taxes 0.8 0.7 Net earnings 2.5 % 2.3 % 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 Sales 3.3 % Cost of sales 3.0 Gross profit 4.7 Operating expenses 4.5 Operating income 5.4 Interest expense 15.2 Other (income) expense, net (1) (86.8) Earnings before income taxes 12.3 Income taxes 18.4 Net earnings 10.5 % Basic earnings per share 11.7 % Diluted earnings per share 12.1 Average shares outstanding (1.2) Diluted shares outstanding (1.3) (1) Other (income) expense, net was expense of $30 million in fiscal 2024 and expense of $227 million in fiscal 2023. 30 Segment Results The following represents our results by reportable segments: Year Ended Jun. 29, 2024 U.S.
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: 2025 2024 Sales 100.0 % 100.0 % Cost of sales 81.6 81.5 Gross profit 18.4 18.5 Operating expenses 14.6 14.5 Operating income 3.8 4.0 Interest expense 0.8 0.7 Other expense (income), net — — Earnings before income taxes 3.0 3.3 Income taxes 0.8 0.8 Net earnings 2.2 % 2.5 % 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: 2025 Sales 3.2 % Cost of sales 3.4 Gross profit 2.5 Operating expenses 4.2 Operating income (3.6) Interest expense 4.6 Other expense (income), net (1) 26.7 Earnings before income taxes (5.8) Income taxes (3.8) Net earnings (6.5) % Basic earnings per share (4.1) % Diluted earnings per share (4.1) Average shares outstanding (2.6) Diluted shares outstanding (2.6) (1) Other expense (income), net was expense of $38 million in fiscal 2025 and expense of $30 million in fiscal 2024. 32 Segment Results The following represents our results by reportable segments: Year Ended Jun. 28, 2025 U.S.
Updated amounts at August 16, 2024, include: • No outstanding borrowings from the long-term revolving credit facility supporting our commercial paper programs; • $1.0 billion outstanding borrowings under our U.S. commercial paper program; and • $132 million outstanding borrowings under our commercial paper program in Europe. 45 Our aggregate commercial paper issuances and short-term bank borrowings had weighted average interest rates of 5.49% for fiscal 2024 and 4.10% for fiscal 2023.
Updated amounts at August 5, 2025, include: • No outstanding borrowings from the long-term revolving credit facility supporting our commercial paper programs; • $746 million outstanding borrowings under our U.S. commercial paper program; and • $341 million outstanding borrowings under our commercial paper program in Europe. 47 Our aggregate commercial paper issuances and short-term bank borrowings had weighted average interest rates of 4.57% for fiscal 2025 and 5.49% for fiscal 2024.
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.
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. 27 Fiscal 2025 results of operations were also negatively impacted by a noncash goodwill impairment charge.
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.
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.
In fiscal 2024, these amounts included year-over-year favorable comparisons on working capital of $21 million due to a favorable comparison on accounts receivable of $161 million, partially offset by an unfavorable comparison on accounts payable and inventory of $92 million and $48 million, respectively.
In fiscal 2025, these amounts included year-over-year unfavorable comparisons on working capital of $317 million due to an unfavorable comparison on inventory and accounts receivable of $260 million and $96 million, respectively, partially offset by a favorable comparison on accounts payable of $39 million.
We believe the advancements we are making in our physical capabilities, and the investments we are making in improved training, will result in continued supply chain productivity improvements and in lowered costs to serve our customers.
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.
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. 46 Basis of Preparation of the Summarized Financial Information The summarized financial information of Sysco Corporation (issuer), and certain wholly owned U.S.
Further, each subsidiary guarantee 48 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.
In August 2021, 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.
In August 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 will be provided in the applicable prospectus supplements.
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; • 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 may not be able to accelerate and/or identify additional administrative cost savings in order to compensate for any gross profit or supply chain cost leverage challenges; • 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; 51 • 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; • 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 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 divestiture of one or more of our businesses may not provide the anticipated effects on our operations; • the risk that future labor disruptions or disputes could disrupt the integration of Brake France and Davigel into Sysco France and our operations in France and the EU generally; • 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 risk that changes in the method of determining LIBOR, or the replacement of LIBOR with an alternative reference rate, may adversely affect interest expense related to outstanding debt; • the potential requirement to pay material amounts under our multiemployer defined benefit pension plans; • 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.
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 report: • 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 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 realize anticipated benefits from our operating cost reduction efforts, including our ability to accelerate and/or identify additional administrative cost 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 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 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; • difficulties in successfully expanding into international markets and complimentary lines of business; 52 • 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 we may not be able to effectively execute our capital allocation framework; • the risk that divestiture of one or more of our businesses may not provide the anticipated effects on our operations; • risks related to our ability to return capital to stockholders, including those related to the timing and amounts (including any plans or commitments in respect thereof) of any dividends and 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; • risks related to our ability to attract, motivate and retain employees, including key personnel; • risks related to labor issues, including the renegotiation of union contracts and shortage of qualified labor; 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.
Liquidity and Capital Resources Highlights Below are comparisons of the cash flows from fiscal 2024 to fiscal 2023: • Cash flows from operations were $3.0 billion in fiscal 2024, compared to $2.9 billion in fiscal 2023; • Net capital expenditures totaled $753 million in fiscal 2024, compared to $751 million in fiscal 2023; • 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); • Cash used for acquisition of businesses was $1.2 billion in fiscal 2024, compared to $37 million in fiscal 2023; 41 • Dividends paid were $1.0 billion in fiscal 2024, compared to $996 million in fiscal 2023; • Cash paid for treasury stock repurchases was $1.2 billion in fiscal 2024, compared to $500 million in fiscal 2023; • We issued senior notes totaling $1.0 billion in fiscal 2024.
Liquidity and Capital Resources Highlights Below are comparisons of the cash flows from fiscal 2025 to fiscal 2024: • Cash flows from operations were $2.5 billion in fiscal 2025, compared to $3.0 billion in fiscal 2024; • Net capital expenditures totaled $692 million in fiscal 2025, compared to $753 million in fiscal 2024; 43 • Free cash flow was $1.8 billion in fiscal 2025, compared to $2.2 billion in fiscal 2024 (see “Cash Flows – Free Cash Flow – Non-GAAP Reconciliation” below for an explanation of this non-GAAP financial measure); • 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 2025, and in fiscal 2024; • Cash paid for treasury stock repurchases was $1.3 billion in fiscal 2025, compared to $1.2 billion in fiscal 2024; • We issued senior notes totaling $1.25 billion in fiscal 2025, and totaling $1.0 billion in fiscal 2024; and • The commercial paper amount outstanding as of the end of fiscal 2025 was $205 million.
Our most critical accounting estimates pertain to the goodwill and intangible assets, income taxes and company-sponsored pension plans. 47 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.
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.
Consistent with fiscal 2024, we expect our capital expenditures in fiscal 2025 to be approximately 1.0% of sales. During fiscal 2024, we paid $1.2 billion, net of cash acquired, for acquisitions. During fiscal 2023, we paid $37 million, net of cash acquired, for acquisitions.
We expect our capital expenditures in fiscal 2026 to be approximately $700 million. During fiscal 2025, we paid $40 million, net of cash acquired, for acquisitions. During fiscal 2024, we paid $1.2 billion, net of cash acquired, for acquisitions.
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 diverse team delivers expertise and differentiated services designed to help our customers grow their businesses.
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.
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 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 2025 includes $133 million of intangible amortization expense and $27 million in acquisition and due diligence costs.
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. 31 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 (Dollars in millions) Sales $ 55,339 $ 53,683 $ 1,656 3.1 % Gross profit 10,708 10,359 349 3.4 Operating expenses 7,035 6,772 263 3.9 Operating income $ 3,673 $ 3,587 $ 86 2.4 % Gross profit $ 10,708 $ 10,359 $ 349 3.4 % Adjusted operating expenses (Non-GAAP) (1) 6,964 6,730 234 3.5 Adjusted operating income (Non-GAAP) (1) $ 3,744 $ 3,629 $ 115 3.2 % (1) See “Non-GAAP Reconciliations” below.
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. 33 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: 2025 2024 Change in Dollars % Change (Dollars in millions) Sales $ 56,965 $ 55,339 $ 1,626 2.9 % Gross profit 10,875 10,708 167 1.6 Operating expenses 7,359 7,035 324 4.6 Operating income $ 3,516 $ 3,673 $ (157) (4.3) % Gross profit $ 10,875 $ 10,708 $ 167 1.6 % Adjusted operating expenses (Non-GAAP) (1) 7,243 6,964 279 4.0 Adjusted operating income (Non-GAAP) (1) $ 3,632 $ 3,744 $ (112) (3.0) % (1) See “Non-GAAP Reconciliations” below.
Free Cash Flow Our free cash flow for fiscal 2024 increased by $119 million, to $2.2 billion, as compared to fiscal 2023, principally as a result of an increase in cash flows from operations, partially offset by a year-over-year increase in capital expenditures. 44 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.
Free Cash Flow Our free cash flow for fiscal 2025 decreased by $418 million, to $1.8 billion, as compared to fiscal 2024, principally as a result of a decrease in cash flows from operations, an increase in capital expenditures, partially offset by an increase in proceeds from sales of plant and equipment. 46 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.
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.
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.
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 performance in fiscal 2024 was volume growth, as we experienced a 3.1% improvement in U.S.
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 2025 was product cost inflation, as we experienced 2.5% inflation at the total enterprise level. U.S.
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.
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.
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.
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.
We expect negative foot traffic trends to continue into the first quarter of fiscal 2025, with modest industry traffic improvements in the second half of fiscal 2025. We believe the food-away-from-home sector is a healthy long-term market, and Sysco is diversified and well positioned as a market leader in food service.
We expect foot traffic in fiscal 2026 to be similar to foot traffic trends in the fourth 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.
See below for a comparison of our fiscal 2024 results to our fiscal 2023 results, both including and excluding Certain Items (as defined below).
Adjusted operating income increased 1.2% as compared to fiscal 2024. See below for a comparison of our fiscal 2025 results to our fiscal 2024 results, both including and excluding Certain Items (as defined below).
Increase (Decrease) 2024 (Dollars in millions) Cause of change Percentage Dollars Case volume (1) 2.8 % $ 1,491 Inflation 0.5 291 Other (2) (0.2) (126) Total change in sales 3.1 % $ 1,656 (1) Case volumes increased 3.1% compared to fiscal 2023. This volume increase resulted in a 2.8% increase in the dollar value of sales compared to fiscal 2023.
Increase (Decrease) 2025 (Dollars in millions) Cause of change Percentage Dollars Case volume (1) 0.4 % $ 201 Inflation 2.6 1,460 Other (2) (0.1) (35) Total change in sales 2.9 % $ 1,626 (1) Case volumes increased 0.5% compared to fiscal 2024. This volume increase resulted in a 0.4% increase in the dollar value of sales compared to fiscal 2024.
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.
(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 in fiscal 2025. Case volumes from our U.S.
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.
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. 28 Adjusted EBITDA EBITDA represents net earnings plus: (1) interest expense, (2) income tax expense and benefit, (3) depreciation and (4) amortization.
Income Tax Trends 28 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.
We do not anticipate to incur additional goodwill impairment charges in fiscal 2026. Income Tax Trends 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.
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. Trends Economic and Industry Trends During fiscal 2024, Sysco continued to outperform the foodservice market and successfully grew its market share, despite the foodservice market experiencing negative year-over-year foot traffic to restaurants.
See “Liquidity and 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 2025, Sysco was impacted by negative year-over-year foot traffic to restaurants. Foot traffic trends improved in the fourth quarter of fiscal 2025.
(2) Primarily represents intangible amortization expense and acquisition costs. (3) Fiscal 2023 represents the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020. (4) Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on current year results. (5) Includes restructuring and transformation costs primarily in Europe.
(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.
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 (In millions) Net cash provided by operating activities (GAAP) $ 2,989 $ 2,868 $ 121 4.2 % Additions to plant and equipment (832) (793) (39) (4.9) Proceeds from sales of plant and equipment 79 42 37 88.1 Free Cash Flow (Non-GAAP) $ 2,236 $ 2,117 $ 119 5.6 % Financing Activities Equity Transactions Proceeds from exercises of share-based compensation awards were $120 million and $79 million in fiscal 2024 and fiscal 2023, respectively.
In the table that follows, free cash flow for each period presented is reconciled to net cash provided by operating activities. 2025 2024 Change in Dollars % Change (In millions) Net cash provided by operating activities (GAAP) $ 2,510 $ 2,989 $ (479) (16.0) % Additions to plant and equipment (906) (832) (74) (8.9) Proceeds from sales of plant and equipment 214 79 135 170.9 Free Cash Flow (Non-GAAP) $ 1,818 $ 2,236 $ (418) (18.7) % Financing Activities Equity Transactions Proceeds from exercises of share-based compensation awards were $110 million and $120 million in fiscal 2025 and fiscal 2024, respectively.
The fair value estimates of two of our more significant reporting units, with total goodwill of $1.4 billion, are more sensitive to changes in significant assumptions, including changes in projected cash flows or weighted average cost of capital. 48 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.
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.
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.
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.
Gross profit dollar growth was driven primarily by case volume growth as a result of acquisitions, effective management of product cost fluctuations, and progress from our strategic sourcing efforts. The estimated change in product costs, an internal measure of inflation or deflation, increased in fiscal 2024.
Gross profit dollar growth in fiscal 2025 was driven primarily by disciplined strategic sourcing efforts and case volume growth from recent acquisitions. The estimated change in product costs, an internal measure of inflation or deflation, increased in fiscal 2025. For fiscal 2025, this change in product costs was primarily driven by inflation in the dairy and poultry categories.
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 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.
The availability of financing in the form of debt is influenced by many factors, including our profitability, free cash flows, debt levels, credit ratings, debt covenants and economic and market conditions.
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. The availability of financing in the form of debt is influenced by many factors, including our profitability, free cash flows, debt levels, credit ratings, debt covenants and economic and market conditions.
Adjusted net earnings, excluding Certain Items, increased 6.0% in fiscal 2024, primarily due to an increase in sales volume as a result of acquisitions. 34 Earnings Per Share Basic earnings per share in fiscal 2024 were $3.90, an 11.7% increase from the comparable prior year period amount of $3.49 per share.
Adjusted net earnings, excluding Certain Items, increased 0.8% in fiscal 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 2025 were $3.74, a 4.1% decrease from the fiscal 2024 amount of $3.90 per share.
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. 52 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.
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.
As of June 29, 2024, there were no borrowings outstanding under our long-term revolving credit facility and the company had approximately $3.5 billion in cash and available liquidity. As of August 16, 2024, the company had approximately $2.5 billion in cash and available liquidity. Sources and Uses of Cash Sysco generates cash in the U.S. and internationally.
There were $200 million in commercial paper amounts outstanding as of the end of fiscal 2024. As of June 28, 2025, there were no borrowings outstanding under our long-term revolving credit facility and the company had approximately $3.8 billion in cash and available liquidity. As of August 5, 2025, the company had approximately $2.7 billion in cash and available liquidity.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

19 edited+1 added−2 removed10 unchanged
Biggest changeInterest Rate Position as of June 29, 2024 Notional Amount by Expected Maturity Average Interest Swap Rate 2025 2026 2027 2028 2029 Thereafter Total Fair Value (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 % 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.
Biggest changeDollar 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.
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 also incur gains and losses within our shareholders’ equity due to the translation of our financial statements from foreign currencies into U.S. dollars.
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 $6 million in our fuel costs on our non-contracted volumes. Investment Risk Our U.S.
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 $5 million in our fuel costs on our non-contracted volumes. Investment Risk Our U.S.
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.
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.
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, 0.6% of sales in fiscal 2023, and 0.5% of sales in fiscal 2022.
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 2025, 0.5% of sales in fiscal 2024, and 0.6% of sales in fiscal 2023.
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.
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.
These swaps are expected to lock in the price of approximately 80% of our bulk fuel purchases for fiscal 2025, or 70% of our total projected fuel purchase needs for fiscal 2025. Our remaining fuel purchase needs will occur at market rates unless contracted for a fixed price or hedged at a later date.
These swaps are expected to lock in the price of approximately 85% of our bulk fuel purchases for fiscal 2026, or 70% of our total projected fuel purchase needs for fiscal 2026. Our remaining fuel purchase needs will occur at market rates unless contracted for a fixed price or hedged at a later date.
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) would not have a material impact on our anticipated future contributions for fiscal 2025; however, such an unfavorable change would increase our pension expense for fiscal 2025 by $23 million and would reduce our shareholders’ equity on our balance sheet as of June 29, 2024 by $250 million. 55
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, 2024) would not have a material impact on our anticipated future contributions for fiscal 2026; however, such an unfavorable change would increase our pension expense for fiscal 2026 by $23 million and would reduce our shareholders’ equity on our balance sheet as of June 28, 2025 by $253 million. 55
All amounts are stated in U.S. dollar equivalents. 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.
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 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.
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.
The price and availability of diesel fuel fluctuates due to changes in production, seasonality and other market factors generally outside of our control. Increased fuel costs may have a negative impact on our results of operations in three areas.
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.
We use diesel fuel swap contracts to fix the price of a portion of our projected monthly diesel fuel requirements. As of June 29, 2024, we had diesel fuel swaps with a total notional amount of approximately 61 million gallons through March 2026.
We use diesel fuel swap contracts to fix the price of a portion of our projected monthly diesel fuel requirements. As of June 28, 2025, we had diesel fuel swaps with a total notional amount of approximately 77 million gallons through February 2027.
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 June 28, 2025 was $13.3 billion, of which approximately 90% was at fixed rates of interest. 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.
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 Value of Asset (Liability) (in millions) January 17, 2034 $ 500 6.00 % USD-SOFR Compound USD-SOFR-OIS Compound Every six months on the last day of each calculation period Other assets $ 6 Other current liabilities (1) Effective November 2024, we will receive or pay amounts on these interest rate swap agreements on a semi-annual basis. 53 The following tables present our interest rate position as of June 29, 2024.
Details of our outstanding swap agreements as of June 28, 2025 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 Value of Asset (Liability) (in millions) January 17, 2034 $ 500 6.00 % USD-SOFR Compound USD-SOFR-OIS Compound Every six months on the last day of each calculation period Other assets $ 15 Accrued expenses (1) March 23, 2035 550 5.40 USD-SOFR-OIS Compound Every six months on the last day of each calculation period Other assets 16 The following tables present our interest rate position as of June 28, 2025.
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.
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 54 foreign subsidiaries into U.S. dollars.
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.
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.
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.
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. 53 At June 28, 2025, there were $205 million in commercial paper issuances outstanding under our European commercial paper program and no commercial paper issuances outstanding under our U.S. commercial paper program.
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.
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.
Total debt as of July 1, 2023 was $10.4 billion, of which approximately 100% was at fixed rates of interest.
Total debt as of June 29, 2024 was $12.0 billion, of which approximately 98% was at fixed rates of interest.
Removed
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 % (1) Includes fixed rate debt that will convert to floating rate debt in fiscal year 2025.
Added
The impact on our operating income, net earnings and earnings per share was not material in fiscal 2025 or fiscal 2024.
Removed
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. 54 Fuel Price Risk Due to the nature of our distribution business, we are exposed to potential volatility in fuel prices.

Other SYY 10-K year-over-year comparisons