Form 8-K

8-K — SYSCO CORP

Accession: 0001104659-26-107510

Filed: 2026-09-14

Period: 2026-09-14

CIK: 0000096021

SIC: 5140 (WHOLESALE-GROCERIES & RELATED PRODUCTS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2625144d3_8k.htm (Primary)

EX-23.1 — EXHIBIT 23.1 (tm2625144d3_ex23-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2625144d3_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2625144d3_ex99-2.htm)

EX-99.3 — EXHIBIT 99.3 (tm2625144d3_ex99-3.htm)

EX-99.4 — EXHIBIT 99.4 (tm2625144d3_ex99-4.htm)

EX-99.5 — EXHIBIT 99.5 (tm2625144d3_ex99-5.htm)

GRAPHIC (tm2625144d3_ex99-1img01.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

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2026-09-14

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 14, 2026

Sysco

Corporation

(Exact name of Registrant as Specified in its Charter)

Delaware

(State

or Other jurisdiction

of incorporation)

1-06544

(Commission

File Number)

74-1648137

(IRS Employer Identification No.)

1390

Enclave Parkway,

Houston,

Texas

77019

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including

Area Code: (281) 584-2099

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock

SYY

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

As previously announced, on March 30, 2026, Sysco

Corporation (“Sysco”) entered into an Agreement and Plan of Merger, by and among Sysco, Sysco Holdings Corporation (formerly

known as New Slider Holdco, Inc.), a Delaware corporation (“Sysco Holdings”), JRD Unico Inc., a Delaware corporation (“JRD”),

Warehouse Realty, LLC, a Delaware limited liability company (“Warehouse Realty,” and together with JRD, known as “Jetro

Restaurant Depot”), and certain merger subsidiaries.

This Current Report on Form 8-K is being filed

with the U.S. Securities and Exchange Commission to file, and to incorporate by reference into a registration statement and related prospectus,

and any accompanying prospectus supplements, filed by Sysco and/or Sysco Holdings, the following:

(i) the audited combined financial statements of JRD and Affiliates as of and for the years ended December 27, 2025 and December 28, 2024,

and the notes related thereto, which are attached hereto as Exhibit 99.1 and incorporated by reference herein;

(ii) the unaudited combined financial statements of JRD and Affiliates as of and for the 13-week and 26-week periods ended June 27, 2026

and June 28, 2025, and the notes related thereto, which are attached hereto as Exhibit 99.2 and incorporated by reference herein;

(iii) the unaudited pro forma condensed combined financial statements of Sysco as of and for the fiscal year ended June 27, 2026, and the

notes related thereto, which are attached hereto as Exhibit 99.3 and incorporated by reference herein;

(iv) the JRD and Affiliates’ Management’s Discussion and Analysis of Financial Condition and Results of Operations for the years ended

December 27, 2025 and December 28, 2024, which are attached hereto as Exhibit 99.4 and incorporated by reference herein.

(v) the JRD and Affiliates’ Management’s Discussion and Analysis of Financial Condition and Results of Operations for the 13-week

and 26-week periods ended June 27, 2026 and June 28, 2025, which are attached hereto as Exhibit 99.5 and incorporated by reference herein;

and

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

23.1

Consent of PricewaterhouseCoopers LLP, independent auditors of Jetro Restaurant Depot.

99.1

Audited Combined Financial Statements of JRD and Affiliates as of and for the years ended December 27, 2025 and December 28, 2024.

99.2

Unaudited Combined Financial Statements of JRD and Affiliates as of and for the 13-week and 26-week periods ended June 27, 2026 and June 28, 2025.

99.3

Unaudited Pro Forma Condensed Combined Financial Statements of Sysco.

99.4

JRD and Affiliates’ Management’s Discussion and Analysis of Financial Condition and Results of Operations for the years ended December 27, 2025 and December 28, 2024.

99.5

JRD and Affiliates’ Management’s

Discussion and Analysis of Financial Condition and Results of Operations for the 13-week and 26-week periods ended June 27, 2026 and

June 28, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

Date: September

14, 2026

Sysco Corporation

By:

/s/ Andrew Wurdack

Name:

Andrew Wurdack

Title:

Vice President, Securities and Corporate Governance & Assistant Secretary

EX-23.1 — EXHIBIT 23.1

EX-23.1

Filename: tm2625144d3_ex23-1.htm · Sequence: 2

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-126199 and 333-281830),

Form S-4 (No. 333-50842) and Form S-8 (Nos. 333-163188, 333-163189, 333-170660, 333-192353, 333-201216, 333-228424 and 333-283683) of

Sysco Corporation and in the Registration Statement on Form S-4 (No. 333-297217) of Sysco Holdings Corporation, of our report dated April

30, 2026 relating to the financial statements of JRD Unico, Inc. and Affiliates, which appears in this Current Report on Form 8-K.

/s/

PricewaterhouseCoopers LLP

New York, New York

September 14, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2625144d3_ex99-1.htm · Sequence: 3

Exhibit 99.1

JRD

Unico, Inc. and Affiliates

Combined

Financial Statements

December

27, 2025 and December 28, 2024

JRD

Unico, Inc. and Affiliates

Index

December

27, 2025 and December 28, 2024

Page(s)

Report of Independent Auditors

1–2

Combined Financial Statements

Combined Balance

Sheets

Combined Statements of Income

Combined Statements of Comprehensive

Income

Combined Statements of Stockholders’

Deficiency

Combined Statements of Cash

Flows

Notes to the Combined Financial

Statements

8-29

Report

of Independent Auditors

the Board of Directors and Management of JRD Unico, Inc.

Opinion

have audited the accompanying combined financial statements of JRD Unico, Inc. and Affiliates (the “Company”), which comprise

the combined balance sheets as of December 27, 2025 and December 28, 2024 and the related combined statements of income, comprehensive

income, stockholders’ deficiency and cash flows for the years then ended, including the related notes (collectively referred to

as the “combined financial statements”).

our opinion, the accompanying combined financial statements present fairly, in all material respects, the financial position of the Company

as of December 27, 2025 and December 28, 2024, and the results of its operations and its cash flows for the years then ended in accordance

with accounting principles generally accepted in the United States of America.

Basis

for Opinion

conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities

under those standards are further described in the Auditors’ Responsibilities for the Audit of the Combined Financial Statements

section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance

with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate

to provide a basis for our audit opinion.

Responsibilities

of Management for the Combined Financial Statements

Management

is responsible for the preparation and fair presentation of the combined financial statements in accordance with accounting principles

generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant

to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud

or error.

preparing the combined financial statements, management is required to evaluate whether there are conditions or events, considered in

the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date

the combined financial statements are available to be issued.

PricewaterhouseCoopers LLP 300 Madison

Avenue New York, New York 10017

www.pwc.com/us

(646) 471 3000

Auditors’

Responsibilities for the Audit of the Combined Financial Statements

Our

objectives are to obtain reasonable assurance about whether the combined financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level

of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always

detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than

for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of

internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate,

they would influence the judgment made by a reasonable user based on the combined financial statements.

performing an audit in accordance with US GAAS, we:

● Exercise

professional judgment and maintain professional skepticism throughout the audit.

● Identify

and assess the risks of material misstatement of the combined financial statements, whether

due to fraud or error, and design and perform audit procedures responsive to those risks.

Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures

in the combined financial statements.

● Obtain

an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion

on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.

● Evaluate

the appropriateness of accounting policies used and the reasonableness of significant accounting

estimates made by management, as well as evaluate the overall presentation of the combined

financial statements.

● Conclude

whether, in our judgment, there are conditions or events, considered in the aggregate, that

raise substantial doubt about the Company’s ability to continue as a going concern

for a reasonable period of time.

are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit,

significant audit findings, and certain internal control-related matters that we identified during the audit.

New

York, New York

April

30, 2026

JRD

Unico, Inc. and Affiliates

Combined

Balance Sheets

December

27, 2025 and December 28, 2024

2025

2024

Assets

Current assets

Cash and cash equivalents

$ 190,867,000

$ 176,539,100

Restricted cash

41,206,400

40,898,200

Accounts receivable, net of allowance for credit losses of $4,368,900 as of December 27, 2025 and $4,881,100 as of December 28, 2024

9,058,800

5,270,900

Inventories

596,254,500

542,687,400

Prepaid expenses and other current assets

28,241,200

13,591,900

Total current assets

865,627,900

778,987,500

Property, plant and equipment, net

1,625,121,200

1,555,306,500

Deferred income taxes

98,548,700

105,041,100

Operating lease right-of-use assets

226,365,500

224,016,200

Goodwill

317,475,800

Other assets

50,803,800

79,006,700

Total assets

$ 3,183,942,900

$ 3,059,833,800

Liabilities and Stockholders' Deficiency

Current liabilities

Accounts payable

$ 814,832,900

$ 796,526,700

Accrued expenses

313,784,200

303,495,900

Current portion of operating lease liabilities

30,479,900

33,674,800

Current maturities of long-term debt

186,870,100

301,385,300

Income taxes payable

30,051,200

Total current liabilities

1,345,967,100

1,465,133,900

Long-term liabilities

Long-term debt, less current maturities

4,522,785,900

5,016,999,600

Long-term debt, less current maturities - related parties

1,525,689,600

Other long-term liabilities

103,864,400

113,174,100

Long-term operating lease liabilities

213,404,400

205,530,300

Total long-term liabilities

6,365,744,300

6,861,393,600

Total liabilities

7,711,711,400

8,326,527,500

Commitments and contingencies (Notes 9 and 12)

Stockholders' Deficiency

Common stock, $0.01 par value, 400,000 shares authorized; 212,682.8 shares issued, 141,135.2 shares outstanding as of December 27, 2025 and December 28, 2024

2,100

Less: treasury stock, at cost, 71,547.6 shares held as of December 27, 2025 and December 28, 2024

(2,614,087,800 )

Accumulated other comprehensive income (loss)

(66,000 )

1,990,900

Retained deficiency

(1,913,616,800 )

(2,654,598,900 )

Total stockholders’ deficiency

(4,527,768,500 )

(5,266,693,700 )

Total liabilities and stockholders' deficiency

$ 3,183,942,900

$ 3,059,833,800

The

accompanying notes are an integral part of these combined financial statements.

JRD

Unico, Inc. and Affiliates

Combined

Statements of Income

Years

Ended December 27, 2025 and December 28, 2024

2025

2024

Sales

$ 15,812,178,000

$ 15,331,343,500

Cost of sales

12,874,252,800

12,501,310,700

Gross profit

2,937,925,200

2,830,032,800

Selling, general and administrative expenses

997,050,700

968,144,900

Operating

income

1,940,874,500

1,861,887,900

Other expense, net

Interest expense

186,460,100

165,142,900

Interest expense - related parties

84,596,600

138,235,100

Interest income

(14,499,600 )

(38,954,100 )

Loss on interest rate swaps, net

27,423,200

3,121,500

Amortization of deferred issuance costs

2,069,700

1,971,300

Other income

(11,900,800 )

(10,764,100 )

Total

other expense, net

274,149,200

258,752,600

Income before provision

for income taxes

1,666,725,300

1,603,135,300

Provision for income taxes

469,748,400

430,074,200

Net

income

$ 1,196,976,900

$ 1,173,061,100

The

accompanying notes are an integral part of these combined financial statements.

JRD

Unico, Inc. and Affiliates

Combined

Statements of Comprehensive Income

Years

Ended December 27, 2025 and December 28, 2024

2025

2024

Net

income

$ 1,196,976,900

$ 1,173,061,100

Change

in fair value of interest rate swap agreements, net of taxes

(2,056,900 )

(83,700 )

Comprehensive

income

$ 1,194,920,000

$ 1,172,977,400

The

accompanying notes are an integral part of these combined financial statements.

JRD

Unico, Inc. and Affiliates

Combined

Statements of Stockholders’ Deficiency

Years

Ended December 27, 2025 and December 28, 2024

Accumulated

Other

Retained

Common Stock

Treasury Stock

Comprehensive

Earnings

Amount

Income (Loss)

(Deficiency)

Total

Balance at December 30, 2023

141,135.2

$ 2,100

71,547.6

$ (2,614,087,800 )

$ 2,074,600

$ (2,798,776,400 )

$ (5,410,787,500 )

Net income

1,173,061,100

Change in fair value of interest

rate swap agreements,

net of taxes of $31,000

(83,700 )

Dividends

(1,028,883,600 )

Balance at December 28, 2024

141,135.2

$ 2,100

71,547.6

$ (2,614,087,800 )

$ 1,990,900

$ (2,654,598,900 )

$ (5,266,693,700 )

Net income

1,196,976,900

Change in fair value of interest

rate swap agreements,

net of taxes of $760,800

(2,056,900 )

Dividends

(455,994,800 )

Balance at December 27, 2025

141,135.2

$ 2,100

71,547.6

$ (2,614,087,800 )

$ (66,000 )

$ (1,913,616,800 )

$ (4,527,768,500 )

The

accompanying notes are an integral part of these combined financial statements.

JRD

Unico, Inc. and Affiliates

Combined

Statements of Cash Flows

Years

Ended December 27, 2025 and December 28, 2024

2025

2024

Cash flows from

operating activities

Net

income

$ 1,196,976,900

$ 1,173,061,100

Adjustments

to reconcile net income to net cash provided by operating activities

Provision

for credit losses

(512,200 )

632,900

Depreciation

and amortization expense

67,433,900

66,136,300

Amortization

of deferred issuance costs

2,069,700

1,971,300

Deferred

income taxes

7,253,100

(19,613,300 )

Loss

on interest rate swaps

27,423,200

3,121,500

Changes

in operating assets and liabilities

Accounts

receivable

(3,275,700 )

2,815,600

Inventories

(53,567,100 )

(26,727,200 )

Prepaid

expenses and other current assets

(14,649,200 )

7,510,100

Other

assets

25,385,400

1,319,300

Net

change in operating right-of-use assets and lease liabilities

2,330,000

1,820,500

Accounts

payable

18,306,200

(3,181,900 )

Accrued

expenses

10,288,000

33,420,400

Income

taxes payable

(30,051,200 )

21,744,200

Other

long-term liabilities

(36,732,900 )

(8,133,600 )

Net

cash provided by operating activities

1,218,678,100

1,255,897,200

Cash flows from

investing activities

Purchases

of fixed assets

(137,248,600 )

(140,602,700 )

Net

cash used in investing activities

(137,248,600 )

(140,602,700 )

Cash flows from

financing activities

Payments

of deferred issuance costs

(1,610,800 )

Repayments

of mortgage notes

(103,922,400 )

(31,375,600 )

Borrowings

under revolving credit facility

307,500,000

Repayments

of revolving credit facility

(307,500,000 )

Repayment

of shareholder notes

(309,408,700 )

(750,000,000 )

Repayment

of treasury stock note

(933,333,300 )

Proceeds

from issuance of private placement debt

1,260,000,000

Repayment

of long-term debt

(197,467,500 )

(285,867,500 )

Dividends

paid

(455,994,800 )

(1,028,883,600 )

Net

cash used in financing activities

(1,066,793,400 )

(1,771,070,800 )

Net

increase (decrease) in cash, cash equivalents, and restricted cash

14,636,100

(655,776,300 )

Cash, cash equivalents,

and restricted cash

Beginning

of year

217,437,300

873,213,600

End of year

$ 232,073,400

$ 217,437,300

Cash

and cash equivalents

$ 190,867,000

$ 176,539,100

Restricted

cash

41,206,400

40,898,200

Total

cash, cash equivalents and restricted cash shown in the Combined Balance Sheets

232,073,400

217,437,300

Supplemental

disclosure of cash flow information

Cash

paid during the year for

Interest

$ 198,705,200

$ 158,123,700

Interest

- related parties

$ 84,596,600

$ 138,235,100

Income

taxes

$ 505,644,900

$ 418,303,700

The

accompanying notes are an integral part of these combined financial statements.

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

Description of Business and Basis of Presentation

JRD

Unico, Inc., a C-Corporation, through its wholly owned subsidiaries, JRD Holdings LLC (“JRD”) and Jetro Holdings LLC (“JHLLC”),

both limited liability companies, (collectively, the “Company”) is engaged primarily in the cash-and-carry distribution of

food, restaurant supplies, and related items throughout the United States through its Jetro Cash and Carry and Restaurant Depot warehouses.

Summary of Significant Accounting Policies

Principles

of Combination

The

accompanying combined financial statements are prepared in accordance with accounting principles generally accepted in the United States

of America and include the accounts of the Company and its subsidiaries, all of which are wholly owned, as well as the accounts of its

affiliate Warehouse Realty, LLC (“Warehouse Realty”). The accounts of the affiliate are included in these combined financial

statements due to common ownership and management. Warehouse Realty is an entity owned primarily by the ultimate shareholders of the

Company which leases substantially all its real estate to JHLLC. All significant intercompany accounts and transactions have been eliminated

in combination.

Use

of Estimates

The

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting

period. The level of uncertainty in estimates and assumptions increases with the length of time until underlying transactions are completed,

and accordingly, actual results could differ from those estimates. Significant estimates relate to self-insurance reserves and fair value

estimates and measurements.

Fiscal

Year-End

The

Company has a 52-53 week fiscal year ending on the last Saturday of the calendar year. Under the Company’s policy, fiscal 2025

is defined as the 52 weeks ended December 27, 2025 and fiscal 2024 is defined as the 52 weeks ended December 28, 2024.

Revenue

Recognition

The

Company follows Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (the “Standard”).

The Standard requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount

that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services based on the assessment

of five key steps, including a) Identification of the contract arrangement with the customer; b) Identification of the performance obligations

in the contract; c) Determination of the transaction price; d) Allocation of the transaction price to the performance obligations in

the contract; and e) Recognition of revenue when the entity satisfies its performance obligation.

The

Company recognizes revenues when its performance obligation is satisfied, which is the point at which control of the promised goods is

transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange

for those goods. For all the Company’s customer arrangements, control transfers to the customer at a point-in-time when goods have

been delivered, as that is generally when legal title, physical possession and risks and rewards of goods transfer to the customer. The

timing of satisfaction of the performance obligation is not subject to significant judgment.

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

Sales

tax collected from customers is not included in revenue but rather recorded as a liability due to the respective taxing authorities.

Disaggregated

Revenues

The

following table presents sales revenue by region for the years ended December 27, 2025 and December 28, 2024:

2025

2024

East

$ 7,219,568,400

$ 7,046,378,300

Southeast

1,876,615,300

1,827,929,800

Midwest

2,070,716,200

1,993,219,400

West

4,645,278,100

4,463,816,000

Total sales

$ 15,812,178,000

$ 15,331,343,500

Contract

Balances

After

satisfaction of the Company’s performance obligations, it has an unconditional right to consideration as outlined in its contracts

with customers. The Company extends credit terms to some of its customers based on its assessment of each customer’s creditworthiness.

Customer receivables included in Accounts receivable, net of allowance for credit losses in the Combined Balance Sheets at December 27,

2025 and December 28, 2024, were $9,058,800 and $5,270,900, respectively.

Cash,

Cash Equivalents and Restricted Cash

The

Company considers short-term investments with original maturities of three months or less to be cash equivalents and maintains its cash

in bank accounts, which, at times, may exceed federally insured limits. The Company believes it mitigates its risks by investing in or

through major financial institutions. The Company is required to maintain certain cash balances due primarily to collateral on workers

compensation policies and escrow for mortgages on certain properties which amount to $41,206,400 and $38,502,900 at December 27, 2025

and December 28, 2024, respectively. The Company had a cash balance of $2,395,300 at December 28, 2024, in a sinking fund, to provide

for a balloon payment on a mortgage (Note 5).

Accounts

Receivable

Accounts

receivable consists primarily of customer receivables, net of an allowance for credit losses. The Company makes estimates for credit

losses based upon its assessment of various factors, including previous loss history continually updated for new collections data, the

credit quality of its customers and the age of the accounts receivable balances. The provision for estimated credit losses on Accounts

receivable is recorded to Selling, general and administrative expenses on the Combined Statements of Income.

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

Inventories

Merchandise

inventories are stated at the lower of cost or market. Merchandise inventories are valued by the cost method of accounting, using the

last-in, first-out (“LIFO”) basis. The Company believes the LIFO method more fairly presents the results of operations by

more closely matching current costs with current revenues. The Company records an adjustment annually for the effect of inflation or

deflation, after inventory levels have been determined. The Company initially provides for estimated inventory losses between physical

inventory counts using estimates based on experience. The provision is adjusted periodically to reflect physical inventory counts, which

occur throughout the year.

Vendor

Rebates and Allowances

Periodic

payments from vendors in the form of volume rebates or other purchase discounts that are evidenced by signed agreements are reflected

in the carrying value of the inventory when earned or as the Company progresses towards earning the rebate or discount. Other consideration

received from vendors is generally recorded as a reduction of merchandise costs upon completion of contractual milestones or the terms

of the related agreement.

Property,

Plant, and Equipment

Property,

plant, and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is provided for using the straight-line

method over the estimated useful lives of the assets, which are 39 years for buildings and improvements and 3–5 years for equipment,

furniture and fixtures. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term, including

renewal options reasonably certain to be exercised, or the estimated useful life of the asset. Expenditures which significantly improve

or extend the life of an asset are capitalized and depreciated, while charges for routine maintenance and repairs are expensed as incurred.

The cost and accumulated depreciation and amortization of property retired or disposed of are removed from the respective accounts, and

the gain or loss, if any, is reflected in earnings.

Goodwill

reflects the cost of an acquisition in excess of the fair values assigned to identifiable net assets acquired. Goodwill is not amortized,

rather it is tested for impairment annually, and more frequently if triggering events occur. The Company can first assess qualitative

factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value as a

basis for determining whether it needs to perform a quantitative goodwill impairment test.

The

Company performed its goodwill impairment tests at December 27, 2025 and December 28, 2024, and no impairments were noted.

Impairment

of Long-Lived Assets

Long-lived

assets are reviewed for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may

not be recoverable. In reviewing for impairment, the Company compares the carrying value of the assets to the estimated undiscounted

future cash flows expected from the use of the assets and their eventual disposition. When the estimated undiscounted future cash flows

are less than their carrying amount, an impairment loss is recognized equal to the difference between the asset’s fair value and

its carrying amount. No impairment losses were recognized during 2025 or 2024.

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

Marketable

Securities

Investments

related to the Company’s Deferred Compensation Plan (Note 10) are set aside in a Rabbi Trust. Such investments, which are included

as a component of Other assets in the Combined Balance Sheets are recorded at fair value based on quoted market prices for identical

investments, as all such investments are traded in active markets. The Company classifies and accounts for investments held in the Rabbi

Trust as either held to maturity, available-for-sale, or trading at the time of purchase, and re-evaluates such classifications as of

each balance sheet date. At December 27, 2025 and December 28, 2024, all such investments were classified as trading and, as a result,

were reported at fair value with any related unrealized gains and losses included in earnings.

Deferred

Financing and Issuance Costs

The

unamortized portion of deferred financing costs is presented as a component of Other assets in the Combined Balance Sheets and the unamortized

portion of deferred issuance costs is presented as a reduction of long-term debt in the Combined Balance Sheets. Both deferred financing

and deferred issuance costs are amortized over the term of the related debt agreements using the effective interest method (Note 5) and

are included in Amortization of deferred issuance costs within the Combined Statements of Income.

Self-Insurance

Liabilities

The

Company uses a combination of insurance and self-insurance mechanisms to provide for potential liabilities for workers’ compensation

and general liability claims. The Company believes it is adequately insured under these programs. Liabilities associated with the risks

that are retained by the Company are estimated, in part, by considering historical claims experience and evaluations of outside expertise,

demographic factors, severity factors and other actuarial assumptions. The estimated accruals for these liabilities could be significantly

affected if future occurrences and claims differ from these assumptions and historical trends. The estimated accruals for these liabilities

are $94,595,500 and $77,356,200 at December 27, 2025 and December 28, 2024, respectively, and are included in Accrued expenses in the

Combined Balance Sheets.

Leases

The

Company leases certain warehouse space for use in operations. The Company’s leases are evaluated at inception or at any subsequent

material modification and, depending on the lease terms, are classified as either finance leases or operating leases.

Operating

lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease

term. Most of the leases provide an implicit rate. For those leases that do not provide an implicit rate, an incremental borrowing rate

based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the commencement date

is used. Certain leases may include options to renew which the Company includes when it is reasonably certain that the renewal option

would be exercised. Lease agreements with the lease and nonlease components are generally accounted for separately

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

Derivative

Financial Instruments

The

Company uses derivatives to manage exposure to interest rate fluctuations. The Company’s objective for holding derivatives is to

minimize the volatility of cash flows associated with changes in interest rates. The Company does not enter derivative transactions for

trading or speculative purposes. The Company recognizes derivatives as either assets or liabilities in the Combined Balance Sheets and

measures these instruments at fair value. The fair value of interest rate swaps is estimated using option pricing models that value the

potential swaps to become in the money through changes in interest rates during the remaining term of the agreement. The Company obtains

bank quotations to assist in the valuation. Changes in the fair value of those instruments are reported in earnings or other comprehensive

income depending on the nature of the derivative and whether it qualifies for hedge accounting.

Income

Taxes

Deferred

tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement

carrying amounts of assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax

assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be reversed. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in

operations in the period that includes the enactment date. The Company expects to fully realize its deferred tax assets.

The

Company recognizes a tax benefit from an uncertain position only if it is more likely than not that the position is sustainable, based

solely on its technical merits and consideration of the relevant taxing authority’s widely understood administrative practices

and precedents. If this threshold is met, the Company measures the tax benefit as the largest amount of benefit that is greater than

fifty percent likely of being realized upon ultimate settlement.

The

Company’s 2022 through 2025 tax years remain subject to examination by the Internal Revenue Service and its 2021 through 2025 tax

years remain subject to examination by the various state jurisdictions in which the Company files income tax returns.

Pre-Opening

Costs

Expenditures

of a noncapital nature incurred prior to opening new warehouses, in connection with the expansion of the Company’s business, are

charged to operations in the fiscal year incurred.

Advertising

The

Company expenses advertising costs in the year incurred. Advertising expense amounted to $7,024,700 and $6,539,700 for the years ended

December 27, 2025 and December 28, 2024, respectively, and are included within Selling, general and administrative expenses within the

Combined Statements of Income.

Comprehensive

Income

Comprehensive

income consists of Net income and Other comprehensive income or loss. Other comprehensive income or loss consists of the unrealized gains

and losses, net of tax, associated with the Company’s derivatives accounted for as hedges.

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

Fair

Value Measurements

accordance with current accounting guidance, the Company discloses the fair value of its investments in a hierarchy that prioritizes

the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to valuations based upon

unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to valuations

based upon unobservable inputs that are significant to the valuation (Level 3 measurements).

The

accounting guidance provides three levels of the fair value hierarchy as follows:

Level 1

Inputs that reflect unadjusted

quoted prices in active markets for identical assets or liabilities that the Company has

the ability to access at the measurement date;

Level 2

Inputs other than quoted prices

that are observable for the asset or liability either directly or indirectly, including inputs

in markets that are not considered to be active;

Level 3

Inputs that are unobservable.

financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to

the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by

the Company. The Company considers observable data to be market data which is readily available, regularly distributed or updated, reliable

and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

The

fair value of investments in marketable securities is based upon the quoted market prices of those investments at period end. The fair

values of the interest rate swap contracts are based on valuations of similar, but not identical, instruments.

Risks

and Uncertainties

The

Company sells a majority of its products to other businesses who will use the products in their own operations. Such customers include

restaurants, grocery stores, institutions and other food and restaurant supply businesses. The strength of demand for the Company’s

products is dependent upon the ultimate demand from customers which may be subject to various external factors such as the overall economic

condition in the markets in which the Company operates.

Commitments

and Contingencies

Liabilities

for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable

that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Recently

Issued Accounting Pronouncements

December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures to enhance income

tax information primarily through changes in the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for

annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 in the fiscal year ended 2025 on a prospective basis.

The adoption of the standard did not have a material impact on the combined financial statements.

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

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

(Subtopic 220-40): Disaggregation of Income Statement Expenses. The guidance requires disclosures about specific expense categories,

including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The ASU

is effective for annual periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning

after December 15, 2027. The Company is currently assessing the effect that adoption of this guidance will have on its combined financial

statements.

3. Inventories

Inventories

consist of the following at December 27, 2025 and December 28, 2024:

2025

2024

Merchandise inventory, at FIFO

$ 1,002,432,500

$ 906,183,800

Less: LIFO reserve

406,178,000

363,496,400

Merchandise

inventory, at LIFO

$ 596,254,500

$ 542,687,400

Use

of the LIFO method, as compared to the first-in, first-out (“FIFO”) method, had the effect of decreasing inventories and

income before provision for income taxes by $42,681,600 and $16,380,600 for the years ended December 27, 2025 and December 28, 2024,

respectively.

4. Property,

Plant and Equipment

Property,

plant and equipment, net, consists of the following at December 27, 2025 and December 28, 2024:

2025

2024

Land

$ 546,420,000

$ 525,768,900

Buildings and improvements

1,191,679,300

1,108,001,500

Equipment, furniture and fixtures

551,707,400

523,261,600

Construction in progress

45,912,000

80,166,200

Leasehold improvements

284,213,900

250,497,400

2,619,932,600

2,487,695,600

Less: Accumulated depreciation

and amortization

994,811,400

932,389,100

Property, plant

and equipment, net

$ 1,625,121,200

$ 1,555,306,500

Total

depreciation and amortization expense relating to property, plant, and equipment amounted to $67,433,900 and $66,136,300, for the years

ended December 27, 2025 and December 28, 2024, respectively.

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

Long-Term Debt

Long-term

debt consists of the following at December 27, 2025 and December 28, 2024:

2025

2024

2012 Private placement (a)

$ 116,363,600

$ 174,545,500

2018 Private placement (b)

375,000,000

475,000,000

2020 Private placement (c)

1,036,428,600

1,075,714,300

2021 Private placement (d)

1,000,000,000

2024 Private placement (e)

1,260,000,000

Revolving credit facility (f)

2015 Mortgages payable - Warehouse Realty (g)

69,464,000

2016 Mortgages payable - Warehouse Realty (h)

67,944,200

74,284,200

2017 Mortgages payable - Warehouse Realty (i)

61,753,500

66,899,600

2021 Mortgages payable - Warehouse Realty (j)

370,739,000

373,034,900

2021 Mortgages payable - Warehouse Realty (k)

334,313,500

341,728,700

2021 Mortgage Agreement (l)

36,616,200

38,585,400

2022 Mortgage Agreement (m)

17,278,800

18,063,700

2022 Mortgage Agreement (n)

42,636,000

44,574,000

Other mortgages payable - Warehouse Realty (o)

8,500,000

Equipment financing loan (p)

69,200

Shareholder dividend notes (q)

1,127,200,700

1,436,609,400

Shareholder dividend notes (r)

398,488,900

Total long-term debt

6,244,763,000

6,855,561,800

Less: Deferred issuance costs

9,417,400

11,487,300

Less: Current maturities

186,870,100

301,385,300

Long-term debt, less

current maturities

$ 6,048,475,500

$ 6,542,689,200

a. In

April 2012, the Company issued Series B notes (“2012 Private Placement Notes”)

in the amount of $640,000,000 bearing interest, paid semi-annually, at the rate of 4.65%.

Annual principal payments of $58,181,818 commenced on April 30, 2017, with the notes final

due date being April 30, 2027.

The

2012 Private Placement Notes contain several covenants including a combined debt to EBITDA ratio, fixed charge ratio and incurrence of

debt ratio.

b. In

April 2018, the Company issued $600,000,000 of Senior Variable Rate Notes (“2018 Private

Placement Notes”). The 2018 Private Placement Notes were issued in two tranches:

Series

A notes in the amount of $225,000,000 bear interest, paid quarterly on January 25, April 25, July 25 and October 25 of each year, at

variable rates. In August 2023, the Company repaid $125,000,000 of these notes. The notes were repaid in full on April 25, 2025.

Series

B notes in the amount of $375,000,000 bear interest, paid quarterly on January 25, April 25, July 25 and October 25 of each year, at

variable rates (5.52% at December 27, 2025). The notes have a balloon payment on April 25, 2028.

The

2018 Private Placement Notes contain several covenants including a combined debt to EBITDA ratio, fixed charge ratio and incurrence of

debt ratio.

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

c. In

November 2020, the Company issued a combination of Senior Fixed Rate and Senior Variable

Rate Notes totaling $1,275,000,000 (“2020 Private Placement Notes”). The 2020

Private Placement Notes were issued in five tranches:

Series

A notes in the amount of $250,000,000 bear interest, semi-annually on May 18 and November 18, at the rate of 2.30%. The notes have a

balloon payment on November 18, 2027.

Series

B notes in the amount of $125,000,000 bear interest, semi-annually on May 18 and November 18, at the rate of 2.63%. The notes have a

balloon payment on November 18, 2030.

Series

C notes in the amount of $400,000,000 bear interest, semi-annually on May 18 and November 18, at the rate of 2.73%. The notes have a

balloon payment on November 18, 2032.

Series

D notes in the amount of $225,000,000 bear interest, paid quarterly on February 18, May 18, August 18 and November 18 of each year, at

variable rates (5.99% at December 27, 2025). The notes have a balloon payment on November 18, 2030. In November 2024, the Company repaid

$160,000,000 of these notes. Series E notes in the amount of $275,000,000 bear interest, semi-annually on May 18 and November 18, at

the rate of 2.30%. Annual principal payments of $39,285,714 commence on November 18, 2024 with the notes final due date being November

18, 2030.

The

2020 Private Placement Notes contain several covenants including a combined debt to EBITDA ratio, fixed charge ratio and incurrence of

debt ratio.

d. In

October 2021, the Company issued a combination of Senior Fixed Rate and Senior Variable Rate

Notes totaling $1,000,000,000 (“2021 Private Placement Notes”). The 2021 Private

Placement Notes were issued in five tranches:

Series

A notes in the amount of $250,000,000 bears interest, semi-annually on April 14 and October 14, at the rate of 2.50%. The notes have

a balloon payment on October 14, 2029.

Series

B notes in the amount of $155,000,000 bears interest, semi-annually on April 14 and October 14, at the rate of 2.68%. The notes have

a balloon payment on October 14, 2031.

Series

C notes in the amount of $250,000,000 bears interest, semi-annually on April 14 and October 14, at the rate of 2.83%. The notes have

a balloon payment on October 14, 2032.

Series

D notes in the amount of $250,000,000 bears interest, semi-annually on April 14 and October 14, at the rate of 2.98%. The notes have

a balloon payment on October 14, 2036.

Series

E notes in the amount of $95,000,000 bears interest, paid quarterly on January 14, April 14, July 14 and October 14 of each year, at

variable rates (5.42% at December 27, 2025). The notes have a balloon payment on October 14, 2031.

The

2021 Private Placement Notes contain several covenants including a combined debt to EBITDA ratio, fixed charge ratio and incurrence of

debt ratio.

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

e. In

November 2024, the Company issued a combination of Senior Fixed Rate and Senior Variable

Rate Notes totaling $1,260,000,000 (“2024 Private Placement Notes”). The 2024

Private Placement Notes were issued in five tranches:

Series

A notes in the amount of $250,000,000 bears interest, semi-annually on May 19 and November 19, at the rate of 5.30%. The notes have a

balloon payment on November 19, 2031.

Series

B notes in the amount of $275,000,000 bears interest, semi-annually on May 19 and November 19, at the rate of 5.50%. The notes have a

balloon payment on November 19, 2034.

Series

C notes in the amount of $275,000,000 bears interest, semi-annually on May 19 and November 19, at the rate of 5.55%. The notes have a

balloon payment on November 19, 2035.

Series

D notes in the amount of $200,000,000 bears interest, semi-annually on May 19 and November 19, at the rate of 5.60%. The notes have a

balloon payment on November 19, 2036.

Series

E notes in the amount of $260,000,000 bears interest, semi-annually on May 19 and November 19, at the rate of 5.70%. The notes have a

balloon payment on November 19, 2039.

The

2024 Private Placement Notes contain several covenants including a combined debt to EBITDA ratio, fixed charge ratio and incurrence of

debt ratio.

f. On

August 30, 2023 the Company and its lenders entered into a $400 million Second Amended and

Restated Credit Agreement (“RC Agreement”) to replace the existing Revolving

Credit Agreement. The RC Agreement facility expires on August 30, 2026. As per the same amendment,

the reference rate of the RC Agreement changed from LIBOR to SOFR. As of December 27, 2025,

there were no outstanding borrowings on the RC Agreement. Borrowings are collateralized by

a guarantee of the Company and material affiliates, as defined, and bear interest at variable

rates, as outlined in the RC Agreement. The RC Agreement contains several covenants including

a combined debt to EBITDA ratio, fixed charge ratio and incurrence of debt ratio. The Company

incurs a commitment fee at a rate of 0.2% for the unused portion of the available credit

under the RC Agreement.

g. In

July 2015, Warehouse Realty entered into a ten-year mortgage credit agreement (the “2015

Mortgage Agreement”) maturing in July 2025. Borrowings were collateralized by first

mortgages on 21 Warehouse Realty properties, bearing interest at various variable rates as

outlined in the 2015 Mortgage Agreement. The 2015 Mortgage Agreement contained several covenants,

including specified funded debt and fixed charge coverage ratios, and contained cross-default

provisions. The 2015 Mortgage Agreement was repaid in full in August 2025.

h. In

September 2016, Warehouse Realty entered into a ten-year mortgage credit agreement (the “2016

Mortgage Agreement”) maturing in September 2026. Borrowings are collateralized by first

mortgages on 20 Warehouse Realty properties and bear interest at various variable rates (5.47%

at December 27, 2025), as outlined in the 2016 Mortgage Agreement. The net book value of

the related properties is $136,832,300 at December 27, 2025. The 2016 Mortgage Agreement

contains several covenants, including specified funded debt and fixed charge coverage ratios,

and contains cross-default provisions.

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

i. In

December 2017, Warehouse Realty entered into a ten-year mortgage credit agreement (the “2017

Mortgage Agreement”) maturing in December 2027. Borrowings are collateralized by first

mortgages on eight Warehouse Realty properties and bear interest at various variable rates

(5.47% at December 27, 2025), as outlined in the 2017 Mortgage Agreement. The net book value

of the related properties is $103,265,300 at December 27, 2025. The 2017 Mortgage Agreement

contains several covenants, including specified funded debt and fixed charge coverage ratios,

and contains cross-default provisions.

j. In

January 2021, Warehouse Realty entered into a twenty-year mortgage credit agreement (the

“January 2021 Mortgage Agreement”) maturing in January 2041. Borrowings are collateralized

by 39 Warehouse Realty properties. The interest rate applicable to the January 2021 Mortgage

Agreement is fixed at 3.62% per annum. The net book value of the related properties is $324,579,000

at December 27, 2025.

k. In

December 2021, Warehouse Realty entered into a twenty-year mortgage credit agreement (the

“December 2021 Mortgage Agreement”) maturing in December 2041. Borrowings are

collateralized by 20 Warehouse Realty properties. The interest rate applicable to the December

2021 Mortgage Agreement is fixed at 3.24% per annum. The net book value of the related properties

is $230,696,300 at December 27, 2025.

l. In

January 2021, the Company entered into a ten-year mortgage credit agreement (the “2021

TD Bank Mortgage Agreement”). Borrowings are collateralized by first mortgages on the

Company’s Hamilton Avenue, New York and Long Beach, California properties maturing

on January 1, 2031. Borrowings under the facility bear interest at variable rates (5.45%

at December 27, 2025), as outlined in the 2021 TD Bank Mortgage Agreement. The combined net

book value of the related properties pledged as collateral on the mortgage notes is $4,029,200

at December 27, 2025. The 2021 TD Bank Mortgage Agreement contains several covenants, including

specified funded debt and fixed charge coverage ratios, and contains cross-default provisions.

m. In

January 2022, the Company entered into a fifteen-year mortgage credit agreement (the “2022

Mortgage Agreement”) maturing in January 2037. Borrowings are collateralized by first

mortgages on the Company’s Jersey City, New Jersey and Mesa, Arizona properties and

bear interest at various variable rates (5.42% at December 27, 2025), as outlined in the

2022 Mortgage Agreement. The net book value of the related properties is $11,417,800 at December

27, 2025. The 2022 Mortgage Agreement contains several covenants, including specified funded

debt and fixed charge coverage ratios, and contains cross-default provisions.

n. In

January 2022, the Company entered into a fifteen-year mortgage credit agreement maturing

January 2037. Borrowings are collateralized by a first mortgage on the Company’s Vernon,

California property and bear interest at various variable rates (5.25% at December 27, 2025),

as outlined in the 2022 Mortgage Agreement. The net book value of the related property is

$6,756,500 at December 27, 2025. The 2022 Mortgage Agreement contains several covenants,

including specified funded debt and fixed charge coverage ratios, and contains cross-default

provisions.

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

o. In

August 2018, Warehouse Realty entered into a financing arrangement for the acquisition and

construction of a new warehouse facility in Charleston, South Carolina (“Charleston

Facility”) under a seven-year financing agreement bearing interest at the rate of 1.60%

per that matured in August 2025. The debt was collateralized by a first mortgage on the Charleston

Facility and contained financial covenants including specified funded debt, fixed charge

coverage ratios and limitations on additional indebtedness. The financing agreement was repaid

in August 2025.

p. In

June 2017, the Company entered into an equipment financing agreement with an energy supplier

to install solar equipment under a ten-year financing agreement at one of its facilities

in New Jersey. The note, bearing interest at the rate of 11.18% per annum, required monthly

installments of principal and interest as defined in the agreement. The energy supplier was

required to purchase the Solar Renewable Energy Certificates (“SRECs”) generated

by the solar equipment from the Company at a minimum floor amount throughout the term of

the agreement. The note was fully satisfied in May 2025.

q. On

December 23, 2020 the Company declared a dividend and issued notes in lieu of cash. The shareholder

dividend notes bear interest, paid semi-annually, at the rate of 5%. The notes have a final

maturity date of December 23, 2030.

r. On

October 20, 2021 the Company declared a dividend and issued notes in lieu of cash. The shareholder

dividend notes bear interest, paid semi-annually, at the rate of 4%. The notes have a final

maturity date of October 20, 2028.

For

all long-term debt, the Company is in compliance with all covenants as of and for the years ended December 27, 2025 and December 28,

2024.

The

aggregate maturities of Long-term debt for each of the five fiscal years subsequent to December 27, 2025 and thereafter are as follows:

2026

$ 186,870,100

2027

422,007,200

2028

832,370,800

2029

310,634,400

2030

1,386,487,300

Thereafter

3,106,393,200

$ 6,244,763,000

The

Company has available letters of credit amounting to $5,707,400 and $117,413 at December 27, 2025 and December 28, 2024, respectively.

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

Derivative Financial Instruments

JRD

Holdings, LLC

December 27, 2025 and December 28, 2024, JRD was a party to five and six interest rate swap agreements, respectively, with terms expiring

through April 25, 2028. Under these agreements, JRD pays or receives from the counterparty, on a quarterly basis, the amounts, if any,

by which JRD’s interest payments on the aggregate hedged debt ($535,000,000 and $635,000,000 at December 27, 2025 and December

28, 2024, respectively) are below or exceed specified rates. The swap agreements do not meet the requirements for hedge accounting treatment.

The fair value of these interest rate swaps was an asset of $21,003,800 and $42,991,000 as of December 27, 2025 and December 28, 2024,

respectively, and is included in Other assets in the Combined Balance Sheets. JRD recorded losses of $21,987,200 and $2,990,800 during

fiscal years 2025 and 2024, respectively, as a component of loss on interest rate swaps, net in the Combined Statements of Income.

JRD

received $15,058,800 and $21,941,500 in fiscal years 2025 and 2024, respectively, pursuant to these agreements, which is recorded as

a component of interest expense, net in the Combined Statements of Income.

Jetro

Management and Development Corp.

Jetro

Management and Development Corp. (“JMD”), a wholly owned subsidiary of the Company, was a party to three interest rate swap

agreements at December 27, 2025 and December 28, 2024, with terms expiring through January 2037. Under the agreements, JMD pays or receives

from the counterparty, on a monthly basis, the amounts, if any, by which JMD’s interest payments on the aggregate hedged debt ($79,414,000

and $83,320,900 at December 27, 2025 and December 28, 2024, respectively) are below or exceed specified rates. JMD received $2,274,800

and $3,184,900 in 2025 and 2024, respectively, pursuant to these agreements, which is recorded as a component of interest expense, net

in the Combined Statements of Income.

These

JMD agreements do not meet the requirements for hedge accounting treatment. The fair value of these interest rate swaps was an asset

of $8,878,400 and $12,433,600 as of December 27, 2025 and December 28, 2024, respectively, and is included in Other assets in the Combined

Balance Sheets. The Company recorded, as a component of loss on interest rate swaps, net, a loss of $3,555,200 during fiscal year 2025

and a gain of $1,425,000 during fiscal year 2024.

Warehouse

Realty

During

fiscal years 2025 and 2024 Warehouse Realty was a party to four interest rate swap agreements, with terms expiring through January 2037.

The interest rate swap agreements are intended to reduce the impact of changes in interest rates on the Company’s debt. Under the

agreements, on a monthly basis, Warehouse Realty pays or receives from the counterparties, consisting of one financial institution, the

amounts, if any, by which the Company’s interest payments are below or exceed specified interest rates. The aggregate debt hedged

is $148,158,500 and $229,889,244 at December 27, 2025 and December 28, 2024, respectively. Warehouse Realty received $3,642,700 and $7,088,400

in fiscal 2025 and fiscal 2024, respectively, pursuant to these agreements, which is recorded as a component of interest expense, net

in the Combined Statements of Income.

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

Two

of these swap agreements in fiscal years 2025 and 2024 meet the requirement for hedge accounting treatment. The fair value of these interest

rate swaps was an asset of $878,400 and $3,695,900 as of December 27, 2025 and December 28, 2024, respectively, and is included in Other

assets in the Combined Balance Sheets. The Company recorded, as a component of other comprehensive income, an unrealized loss of $2,056,900

net of deferred taxes of $760,800 in fiscal year 2025 and an unrealized loss of $83,700 net of deferred taxes of $31,000 in fiscal year

2024.

Two

of these swap agreements do not meet the requirements for hedge accounting. The fair value of these interest rate swaps was an asset

of $2,100,700 and $3,981,500 as of December 27, 2025 and December 28, 2024, respectively, and is included in Other assets in the Combined

Balance Sheets. The Company recorded, as a component of loss on interest rate swaps, net, losses of $1,880,800 and $1,555,800 during

fiscal years 2025 and 2024, respectively.

The

Company is exposed to credit losses in the event of nonperformance by the counterparties to its interest rate swap exchange agreements.

The Company anticipates, however, that counterparties will be able to fully satisfy their obligations under the contracts. The Company

does not obtain collateral to support financial instruments but monitors the credit standing of the counterparties.

7. Income

Taxes

The

components of income before provision for income taxes are as follows:

2025

2024

Domestic

$ 1,666,725,300

$ 1,603,135,300

The

provision for income taxes is comprised of the following for the years ended December 27, 2025 and December 28, 2024:

2025

2024

Current provision

Federal

323,864,100

314,136,600

State

138,631,100

135,550,900

462,495,200

449,687,500

Deferred provision

Federal

4,018,800

(16,658,500

)

State

3,234,400

(2,954,800

)

7,253,200

(19,613,300

)

Provision for income

taxes

469,748,400

430,074,200

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

The

Company has elected to prospectively adopt the guidance in ASU 2023-09. In accordance with the adoption of ASU 2023-09, a reconciliation

of the statutory federal income tax rate to the effective income tax rate for the year ended December 27, 2025 is as follows:

2025

Federal statutory income tax

$ 350,012,400

21.00 %

State and local income

tax, net of federal income tax effect(1)

112,208,800

6.73 %

Nontaxable or nondeductible items

419,000

0.03 %

Tax credits

(1,500,000 )

(0.09 )%

Other

items

8,608,200

0.52 %

Provision for income

taxes

$ 469,748,400

28.19 %

(1) State

taxes in New York, California, New Jersey, and New York City made up the majority (greater

than 50 percent) of the tax effect in this category.

reconciliation of the statutory federal income tax rate to the effective income tax rate for the year ended December 28, 2024, prior

to the adoption of ASU 2023-09, is as follows:

2024

Federal statutory income tax

$ 336,658,400

21.00 %

State and local income

tax, net of federal income tax effect

103,273,300

6.44 %

Other

items

(9,857,500 )

(0.61 )%

Provision for income

taxes

$ 430,074,200

26.83 %

The

effective tax rate for the years ended December 27, 2025 and December 28, 2024 differs from the federal statutory rate of 21% due primarily

to state and local income taxes, permanent differences, tax credits, and the exclusion of pre-tax book income of Warehouse Realty LLC,

as this entity files separate federal and state income tax returns as a partnership.

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

Significant

components of the Company’s deferred tax assets and liabilities as of December 27, 2025 and December 28, 2024 are as follows:

2025

2024

Deferred tax assets

Inventory capitalization

$ 10,057,500

$ 9,472,200

Lease

liability

432,780,100

442,433,900

Deferred compensation and earnings appreciation

rights

33,883,900

34,417,900

Bad debt reserve

983,700

1,181,400

Warehouse closure provision

27,000

113,100

Accrued expenses

36,429,600

37,541,900

Intangibles

749,500

Total

deferred tax assets

514,161,800

525,909,900

Deferred tax liabilities

Change in fair value of interest rate swap

agreements

119,800

879,600

Right-of-use asset

393,825,600

407,952,000

Capital assets

12,761,600

8,138,000

Intangibles

3,705,400

Other temporary differences

5,200,700

3,899,200

Total

deferred tax liabilities

415,613,100

420,868,800

Net deferred taxes

$ 98,548,700

$ 105,041,100

assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all

of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future

taxable income during the periods in which temporary differences become deductible. Management considers projected future taxable income

and tax planning strategies in making this assessment. The Company assesses the recoverability of its net deferred tax asset based upon

the level of historical income and projections of future taxable income over the next two to three years. However, the amount of the

deferred tax asset considered realizable could be reduced in the near term if estimates of future taxable income are reduced. The Company

believes its deferred tax assets are fully realizable.

Liabilities

for uncertain tax positions reflected as of December 27, 2025 and December 28, 2024 are not significant and it is not anticipated that

they will materially change in the next 12 months. Although the outcome of tax audits is always uncertain, the Company believes that

its tax positions will generally be sustained under audit.

The

Company is subject to taxation in the United States and various state and local jurisdictions. With few exceptions, the Company is no

longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before the fiscal year ended 2021.

The Company is currently subject to various state income and non-income tax audits.

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

July 4, 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”).

The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of

2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The effects of the new law are reflected in the combined financial statements as of and for the year ended December 27, 2025. The impact

to the combined financial statements was not material for the period ended December 27, 2025.

accordance with the adoption of ASU 2023-09, below is a summary of income taxes paid, net of refunds received, by jurisdiction for the

year ended December 27, 2025.

2025

U.S. Federal

$ 350,950,000

New York State

32,443,400

U.S.

State and local

122,251,500

Total income taxes

paid

$ 505,644,900

2024 total income taxes

paid

$ 418,303,700

Total

income tax payments, net of refunds, in the year ended December 27, 2025 as compared to the year ended December 28, 2024 were higher

primarily due to higher federal and state taxable income.

Common Stock and Membership Interests

JRD

Unico, Inc. has the authority to issue up to 400,000 shares, of which 200,000 shares are shares of a class of common stock designated

as General Business Common Stock (“GS Stock”), par value $0.01 per share and 200,000 shares are shares of a class of common

stock designated as Licensed Business Common Stock (“LS Stock”), par value $0.01 per share. GS Stock and LS Stock are presented

together on the Combined Balance Sheets and Combined Statements of

Stockholders’

Deficiency.

of December 27, 2025 and December 28, 2024, there were 106,341.4 shares each of GS Stock and LS Stock issued.

of December 27, 2025 and December 28, 2024, there were 79,934.6 shares of GS Stock outstanding and 26,406.8 shares of GS Stock held as

treasury stock.

of December 27, 2025 and December 28, 2024, there were 61,200.6 shares of LS Stock outstanding and 45,140.8 shares of LS Stock held as

treasury stock. Of the shares of LS Stock held as treasury stock, 18,734.0 shares are held by the Company pursuant to the stockholders’

agreement, and will be issued upon certain events.

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

The

membership interests in Warehouse Realty are divided into two separate classes designated as Class A Interests and Class B Interests.

The Class A Members have voting rights, while the Class B Members have no voting rights. The Class B Interests bear dividends and shall

be entitled to receive such dividends at the rate per annum of 6% of initial capital contributions attributable to the purchase of Class

B Interests compounded annually. The unpaid portion of the dividends shall accrue interest at 6% per annum. Both the Class A and Class

B membership interests, along with dividends accrued and/or paid, are eliminated in combination.

Warehouse

Realty has 202,988 shares of Class A membership interests as of December 27, 2025 and December 28, 2024, respectively.

addition, JHLLC has subscribed to $12,308,600 of Warehouse Realty Class B membership interests as of December 27, 2025 and December 28,

2024. Both the Class A and Class B membership interests are eliminated in combination.

Warehouse

Realty is not owned by the Company and is included in these combined financial statements due to common ownership and management. Net

income from this entity was $26,474,700 and $23,393,400 in fiscal 2025 and 2024, respectively. The net equity of this entity was a deficit

of $128,342,200 and $137,783,800 at December 27, 2025 and December 28, 2024, respectively.

Lease Commitments

The

Company leases land, buildings and certain equipment under operating lease agreements with terms ranging from five to twenty years, some

of which include options to extend the leases up to five years. The Company determines if an arrangement is a lease at inception.

Operating

lease rental expense was $39,172,800 and $28,373,400 for the years ended December 27, 2025 and December 28, 2024, respectively. Such

amounts are net of rental income of $11,900,800 in fiscal 2025 and $10,764,100 in fiscal 2024 and are included within Selling, general

and administrative expenses in the Combined Statements of Income.

Supplemental

cash flow information related to leases is as follows:

2025

2024

Cash paid for

amounts included in the measurement of lease liabilities Operating cash flows from operating leases

$ 41,597,900

$ 34,966,800

Right-of-use

assets obtained in exchange for lease obligations Operating leases

34,111,700

84,527,900

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

Supplemental

balance sheet information related to leases is as follows:

2025

2024

Operating lease right-of-use

assets

$ 226,365,500

$ 224,016,100

Current portion of operating lease liabilities

$ 30,479,900

$ 33,674,800

Long-term operating lease liabilities

213,404,400

205,530,300

Total operating

leases liabilities

$ 243,884,300

$ 239,205,100

Weighted average remaining lease term

8.17 years

8.29

years

Weighted average discount rate

2.75 %

2.74 %

Maturities

of operating leases are as follows:

Gross Rental

Sublease

Net Rental

Payments

Income

Payments

2026

$ 36,639,400

$ 3,420,200

$ 33,219,200

2027

36,191,300

3,442,300

32,749,000

2028

32,849,400

2,515,200

30,334,200

2029

30,768,800

1,848,100

28,920,700

2030

29,716,400

1,358,600

28,357,800

Thereafter

109,617,400

1,799,200

107,818,200

Total

lease payments

275,782,700

14,383,600

261,399,100

Less: Imputed

interest

(31,898,400 )

Total

operating lease liabilities

$ 243,884,300

$ 14,383,600

$ 229,500,700

The

Company has entered into additional operating leases totaling $114,737,000 that have not commenced as of December 27, 2025. These operating

leases will commence in 2026 with lease terms up to 15 years.

10.

Employee Benefit and Compensation Plans

Deferred

Compensation

The

Company maintains a deferred compensation plan for several senior executives pursuant to Section 414(a) of the Internal Revenue Code.

At December 27, 2025 and December 28, 2024, amounts contributed or to be contributed to the trust, inclusive of accumulated earnings,

are $16,384,400 and $14,371,300, respectively. The asset and related liability are included in Other assets and Long-term liabilities

in the Combined Balance Sheets. The Company recorded deferred compensation expense of $64,800 and $170,200 for the years ended December

27, 2025 and December 28, 2024, respectively, which is included as a component of Selling, general and administrative expenses within

the Combined Statements of Income.

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

Assets

related to the Company’s contributions to the plan are held in a Rabbi Trust and are invested in a mix of cash equivalents, mutual

funds and equity securities at the direction of the trustee. The investments within the Rabbi Trust are classified as trading securities.

Realized gains and losses were immaterial in fiscal 2025 and 2024. The Company recorded unrealized gains of $1,948,300 and $1,701,900

for the years ended December 27, 2025 and December 28, 2024, respectively. These unrealized gains and losses are included within Selling,

general and administrative expenses within the Combined Statements of Income.

Earnings

Appreciation Rights

The

Company has earnings appreciation rights agreements (“EARs”), a formula based deferred compensation plan, with several senior

executives. The vesting of benefits is based upon the completion of three to ten years of service. Compensation expense is based on the

estimated value of the EARs and recognized on a straight-line basis over the vesting period. The value of the EARs is estimated based

on expected pre-tax income of the Company relative to the base year in which the EAR was awarded. The value of the EARs as of December

27, 2025 is $108,911,000, of which $21,800,900 is included in Accrued expenses and $87,110,100 is included in Other long-term liabilities.

The value of the EARs as of December 28, 2024 is $114,326,000, of which $16,238,800 is included in Accrued expenses and $98,087,200 is

included in Other long-term liabilities. The related annual compensation expense of $10,823,700 and $10,079,000 is reflected in Selling,

general and administrative expenses in the Combined Statements of Income for the years ended December 27, 2025 and December 28, 2024,

respectively.

Contributory

Savings Plan

The

Company administers a contributory savings plan under Section 401(k) of the Internal Revenue Code for all eligible employees not covered

by a collective bargaining agreement. Contributions by employees are not taxable until retirement. The Company’s contributions

under the Plan, which are discretionary, approximated $3,102,300 and $2,989,800 in fiscal years ended 2025 and 2024, respectively.

11. Fair

Value Measurements

Financial

assets and liabilities measured at fair value on a recurring basis as of December 27, 2025 are summarized below:

Level

Total

Assets

Cash equivalents

$ 131,800

$ -

$ 131,800

Trust assets

16,384,400

Derivative instruments

32,861,300

Total

assets

$ 16,516,200

$ 32,861,300

$ -

$ 49,377,500

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

Financial

assets and liabilities measured at fair value on a recurring basis as of December 28, 2024 are summarized below:

Level

Total

Assets

Cash equivalents

$ 130,000

$ -

$ 130,000

Trust assets

14,371,300

Derivative

instruments

63,102,000

Total

assets

$ 14,501,300

$ 63,102,000

$ -

$ 77,603,300

The

Company’s cash equivalents consist of money market funds that are traded in an active market and the net asset value of each fund

on the last day of the quarter is used to determine its fair value. Valuations of these cash equivalents do not require a significant

degree of judgment, and as such, are classified as Level 1.

The

Company’s trust assets consist primarily of stocks and mutual funds that are traded in an active market and the net asset value

of each fund on the last day of the quarter is used to determine its fair value. Valuations of these funds do not require a significant

degree of judgment. As such, they are classified as Level 1.

The

Company’s derivative instruments represent swap assets and liabilities and the fair values are based on valuations of similar,

but not identical, instruments which are traded in an active market. Valuations of these instruments involve a significant level of expertise;

however, the observable inputs are quoted for similar, although not identical assets. As such, they are classified as Level 2.

The

Company’s significant financial instruments consist primarily of cash and cash equivalents, accounts receivable, marketable securities,

accounts payable, accrued expenses, long-term debt and interest rate swap contracts. The fair values of Accounts receivable, Accounts

payable and Accrued expenses approximate their carrying values based on their liquidity. As of December 27, 2025, the fair value of long-term

debt was $6,036,670,000 compared to a carrying value of $6,244,763,000. As of December 28, 2024, the fair value of long-term debt was

$6,416,540,700 compared to the carrying value of $6,855,561,800. The fair value of long-term debt is classified as Level 2.

12.

Litigation

The

Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the

ultimate disposition of these matters will not have a material adverse effect on the Company’s Combined Balance Sheets, results

of operations or cash flows.

JRD

Unico, Inc. and Affiliates

Notes

to the Combined Financial Statements

December

27, 2025 and December 28, 2024

13.

Subsequent Events

The

Company has evaluated all events or transactions that occurred subsequent to December 27, 2025 and through April 30, 2026, the date these

combined financial statements were available to be issued.

March 30, 2026, Sysco Corporation agreed to acquire JRD Unico, Inc. and Warehouse Realty. The transaction is expected to close approximately

nine to twelve months from the date of the announcement, subject to the satisfaction of customary closing conditions, including the receipt

of regulatory approvals. Other than those already disclosed, the Company did not identify any other subsequent events that would have

required adjustments to or further disclosure in these combined financial statements pursuant to the guidance for accounting and disclosure

of subsequent events.

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2625144d3_ex99-2.htm · Sequence: 4

Exhibit 99.2

JRD

Unico, Inc. and Affiliates

Combined

Financial Statements (Unaudited)

For

the Quarterly Periods Ended June 27, 2026 and June 28, 2025

JRD

Unico, Inc. and Affiliates

Index

Page(s)

Combined Financial Statements

(Unaudited)

Combined Balance

Sheets

Combined Statements of Income

Combined Statements of Comprehensive

Income

Combined Statements of Stockholders’

Deficiency

Combined Statements of Cash

Flows

Notes to the Unaudited Combined

Financial Statements

8-19

JRD

Unico, Inc. and Affiliates

Combined

Balance Sheets (Unaudited)

June 27, 2026

December 27, 2025

Assets

Current assets

Cash and cash equivalents

283,090,000

190,867,000

Restricted cash

41,873,000

41,206,400

Accounts receivable, net of allowance for credit losses of $5,485,000 as of June 27, 2026 and $4,368,900 as of December 27, 2025

11,263,000

9,058,800

Inventories

599,022,200

596,254,500

Prepaid expenses and other current assets

54,501,100

28,241,200

Total current assets

989,749,300

865,627,900

Property, plant and equipment, net

1,664,047,700

1,625,121,200

Deferred income taxes

98,499,700

98,548,700

Operating lease right-of-use assets

260,718,000

226,365,500

Goodwill

317,475,800

Other assets

52,549,500

50,803,800

Total assets

3,383,040,000

3,183,942,900

Liabilities and Stockholders' Deficiency

Current liabilities

Accounts payable

963,233,200

814,832,900

Accrued expenses

304,201,400

313,784,200

Current portion of operating lease liabilities

33,742,000

30,479,900

Current maturities of long-term debt

184,527,000

186,870,100

Total current liabilities

1,485,703,600

1,345,967,100

Long-term liabilities

Long-term debt, less current maturities

4,454,149,700

4,522,785,900

Long-term debt, less current maturities - related parties

1,139,895,500

1,525,689,600

Other long-term liabilities

109,032,800

103,864,400

Long-term operating lease liabilities

245,523,500

213,404,400

Total long-term liabilities

5,948,601,500

6,365,744,300

Total liabilities

7,434,305,100

7,711,711,400

Commitments and contingencies (Notes 9 and 12)

Stockholders' Deficiency

Common stock, $0.01 par value, 400,000 shares authorized; 212,682.8 shares issued, 141,135.2 shares outstanding as of June 27, 2026 and December 27, 2025

2,100

Less: treasury stock, at cost, 71,547.6 shares held as of June 27, 2026 and December 27, 2025

(2,614,087,800

)

(2,614,087,800

)

Accumulated other comprehensive income (loss)

66,600

(66,000

)

Retained deficiency

(1,437,246,000

)

(1,913,616,800

)

Total stockholders' deficiency

(4,051,265,100

)

(4,527,768,500

)

Total liabilities and stockholders' deficiency

3,383,040,000

3,183,942,900

The accompanying notes are an integral part of these unaudited combined financial statements.

JRD

Unico, Inc. and Affiliates

Combined

Statements of Income (Unaudited)

13-Week Periods Ended

26-Week Periods Ended

June 27, 2026

June 28, 2025

June 27, 2026

June 28, 2025

Sales

$ 4,284,427,100

$ 4,131,138,800

$ 8,061,677,100

$ 7,864,685,000

Cost of sales

3,486,792,000

3,360,861,600

6,542,199,500

6,410,645,800

Gross profit

797,635,100

770,277,200

1,519,477,600

1,454,039,200

Selling, general and administrative expenses

256,721,600

258,001,800

441,809,500

508,845,300

Operating income

540,913,500

512,275,400

1,077,668,100

945,193,900

Other expense, net

Interest expense

40,427,500

79,529,500

86,188,400

116,435,100

Interest expense - related parties

17,500,300

21,641,900

31,875,300

44,005,200

Interest income

(3,387,400 )

(3,294,400 )

(6,928,300 )

(6,577,500 )

Loss (gain) on interest rate swaps, net

889,600

7,352,700

(1,553,600 )

20,658,900

Amortization of deferred financing costs

495,800

538,000

991,600

1,076,100

Other income

(2,954,600 )

(2,864,600 )

(5,900,500 )

(5,616,200 )

Total other expense, net

52,971,200

102,903,100

104,672,900

169,981,600

Income before provision for income taxes

487,942,300

409,372,300

972,995,200

775,212,300

Provision for income taxes

132,350,400

114,470,200

264,293,900

208,191,300

Net income

$ 355,591,900

$ 294,902,100

$ 708,701,300

$ 567,021,000

The

accompanying notes are an integral part of these unaudited combined financial statements.

JRD

Unico, Inc. and Affiliates

Combined

Statements of Comprehensive Income (Unaudited)

13-Week Periods Ended

26-Week Periods Ended

June 27, 2026

June 28, 2025

June 27, 2026

June 28, 2025

Net income

$ 355,591,900

$ 294,902,100

$ 708,701,300

$ 567,021,000

Change in fair value of interest rate swap agreements, net of taxes

(74,000 )

(403,300 )

132,600

(1,416,300 )

Comprehensive income

$ 355,517,900

$ 294,498,800

$ 708,833,900

$ 565,604,700

The

accompanying notes are an integral part of these unaudited combined financial statements.

JRD

Unico, Inc. and Affiliates

Combined

Statements of Stockholders’ Deficiency (Unaudited)

13-Week & 26-Week Periods Ended June 27, 2026 and June 28, 2025

Accumulated

Other

Common Stock

Treasury Stock

Comprehensive

Retained

Amount

Income (Loss)

Deficiency

Total

Balance

at December 28, 2024

141,135.2

$ 2,100

71,547.6

$ (2,614,087,800 )

$ 1,990,900

$ (2,654,598,900 )

$ (5,266,693,700 )

Net

income

272,118,900

Change

in fair value of interest rate

swap agreements, net

of taxes of $374,700

(1,013,000 )

Dividends

(200,000,000 )

Balance

at March 29, 2025

141,135.2

$ 2,100

71,547.6

$ (2,614,087,800 )

$ 977,900

$ (2,582,480,000 )

$ (5,195,587,800 )

Net

income

294,902,100

Change

in fair value of interest rate swap agreements, net of taxes of $149,200

(403,300 )

Dividends

(55,994,800 )

Balance

at June 28, 2025

141,135.2

$ 2,100

71,547.6

$ (2,614,087,800 )

$ 574,600

$ (2,343,572,700 )

$ (4,957,083,800 )

Balance

at December 27, 2025

141,135.2

$ 2,100

71,547.6

$ (2,614,087,800 )

$ (66,000 )

$ (1,913,616,800 )

$ (4,527,768,500 )

Net

income

353,109,400

Change

in fair value of interest rate

swap agreements, net

of taxes of ($76,500)

206,600

Dividends

Balance

at March 28, 2026

141,135.2

$ 2,100

71,547.6

$ (2,614,087,800 )

$ 140,600

$ (1,560,507,400 )

$ (4,174,452,500 )

Net

income

355,591,900

Change

in fair value of interest rate

swap agreements, net

of taxes of ($27,500)

(74,000 )

Dividends

(232,330,500 )

Balance

at June 27, 2026

141,135.2

$ 2,100

71,547.6

$ (2,614,087,800 )

$ 66,600

$ (1,437,246,000 )

$ (4,051,265,100 )

The

accompanying notes are an integral part of these unaudited combined financial statements.

JRD

Unico, Inc. and Affiliates

Combined

Statements of Cash Flows (Unaudited)

26-Week Periods Ended June 27, 2026 and June 28, 2025

26-Week Periods Ended

June 27, 2026

June 28, 2025

Cash flows from operating activities

Net income

$ 708,701,300

$ 567,021,000

Adjustments to reconcile net income to net cash provided by operating activities

Provision for credit losses

1,116,100

997,300

Depreciation and amortization expense

36,725,200

37,661,400

Amortization of deferred financing costs

991,600

1,076,100

(Gain) loss on interest rate swaps

(1,553,600 )

20,658,900

Changes in operating assets and liabilities

Accounts receivable

(3,320,300 )

(3,057,300 )

Inventories

(2,767,700 )

(47,470,700 )

Prepaid expenses and other current assets

(26,259,900 )

(47,634,000 )

Other assets

(1,564,200 )

12,648,100

Net change in operating right-of-use assets and lease liabilities

1,028,700

1,217,600

Accounts payable

148,400,300

129,828,600

Accrued expenses

(9,582,900 )

18,647,400

Income taxes payable

(30,051,200 )

Other long-term liabilities

6,722,000

(5,849,700 )

Net cash provided by operating activities

858,636,600

655,693,500

Cash flows from investing activities

Purchases of fixed assets

(75,651,700 )

(44,435,000 )

Net cash used in investing activities

(75,651,700 )

(44,435,000 )

Cash flows from financing activities

Repayments of mortgage notes

(13,788,900 )

(16,210,700 )

Repayment of shareholder notes - related parties

(385,794,100 )

(100,000,000 )

Repayment of long-term debt

(58,181,800 )

(158,181,800 )

Dividends paid

(232,330,500 )

(255,994,800 )

Net cash used in financing activities

(690,095,300 )

(530,387,300 )

Net increase in cash, cash equivalents, and restricted cash

92,889,600

80,871,200

Cash, cash equivalents, and restricted cash

Beginning of year

232,073,400

217,437,300

End of period

$ 324,963,000

$ 298,308,500

Cash and cash equivalents

$ 283,090,000

$ 257,141,000

Restricted cash

41,873,000

41,167,500

Total cash, cash equivalents and

restricted cash shown in the Combined Balance Sheets

$ 324,963,000

$ 298,308,500

Supplemental disclosure of cash flow information

Cash paid for the period for

Interest

$ 88,426,900

$ 99,905,800

Interest - related parties

$ 31,875,300

$ 44,005,200

Income taxes

$ 261,245,900

$ 260,763,700

The

accompanying notes are an integral part of these unaudited combined financial statements.

JRD

Unico, Inc. and Affiliates

Notes

to the Unaudited Combined Financial Statements

Quarterly

Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)

1. Description

of Business and Basis of Presentation

JRD

Unico, Inc., a C-Corporation, through its wholly owned subsidiaries, JRD Holdings LLC (“JRD”) and Jetro Holdings LLC (“JHLLC”),

both limited liability companies, (collectively, the “Company”) is engaged primarily in the cash-and-carry distribution of

food, restaurant supplies, and related items throughout the United States through its Jetro Cash and Carry and Restaurant Depot warehouses.

Pending

Acquisition by Sysco Corporation

March 30, 2026, Sysco Corporation agreed to acquire JRD Unico, Inc. and Warehouse Realty. The transaction is expected to close approximately

nine to twelve months from the date of the announcement, subject to the satisfaction of customary closing conditions, including the receipt

of regulatory approvals.

2. Summary

of Significant Accounting Policies

Basis

of Presentation

The

unaudited combined financial statements have been prepared in accordance with accounting principles generally accepted in the United

States of America (“U.S. GAAP”) and on the same basis as the Company’s audited combined financial statements for the

year ended December 27, 2025. Certain information and disclosures included in the annual financial statements prepared in accordance

with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the unaudited combined

financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the Company’s

financial position, results of operations, cash flows, and stockholders’ deficiency for the periods presented. The results reported

in the unaudited combined financial statements are not necessarily indicative of the results expected for any future interim or annual

period. The unaudited combined financial statements should be read in conjunction with the audited combined financial statements for

the year ended December 27, 2025.

Principles

of Combination

The

accompanying combined financial statements are prepared in accordance with accounting principles generally accepted in the United

States of America and include the accounts of the Company and its subsidiaries, all of which are wholly owned, as well as the

accounts of its affiliate Warehouse Realty, LLC (“Warehouse Realty”). The accounts of the affiliate are included in

these combined financial statements due to common ownership and management. Warehouse Realty is an entity owned primarily by the

ultimate shareholders of the Company which leases substantially all of its real estate to JHLLC. All significant intercompany

accounts and transactions have been eliminated in combination.

Use

of Estimates

The

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting

period. The level of uncertainty in estimates and assumptions increases with the length of time until underlying transactions are completed,

and accordingly, actual results could differ from those estimates. Significant estimates relate to self-insurance reserves and fair value

estimates and measurements.

JRD

Unico, Inc. and Affiliates

Notes

to the Unaudited Combined Financial Statements

Quarterly

Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)

Fiscal

Year and Quarter-End

The

Company has a 52-53 week fiscal year ending on the last Saturday of the calendar year and 13-14 week fiscal quarters ending on the last

Saturday of March, June, and September. Under the Company’s policy, fiscal Q2 2026 is defined as the 13-week period ending June

27, 2026 and fiscal Q2 2025 is defined as the 13-week period ending June 28, 2025.

Revenue

Recognition

The

Company follows Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (the “Standard”).

The Company recognizes revenues when its performance obligation is satisfied, which is the point at which control of the promised goods

is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange

for those goods. For all the Company’s customer arrangements, control transfers to the customer at a point-in-time when goods have

been delivered, as that is generally when legal title, physical possession and risks and rewards of goods transfer to the customer. The

timing of satisfaction of the performance obligation is not subject to significant judgment.

Sales

tax collected from customers is not included in revenue but rather recorded as a liability due to the respective taxing authorities.

Disaggregated

Revenues

The

following table presents sales revenue by region for the 13-week and 26-week periods ended June 27, 2026 and June 28, 2025:

13-Week Periods Ended

June 27, 2026

June 28, 2025

East

1,968,210,400

$ 1,901,535,600

Southeast

504,153,900

474,857,000

Midwest

573,529,900

547,591,200

West

1,238,532,900

1,207,155,000

Total sales

$ 4,284,427,100

$ 4,131,138,800

26-Week Periods Ended

June 27, 2026

June 28, 2025

East

3,624,927,100

$ 3,572,122,600

Southeast

986,714,600

947,559,500

Midwest

1,062,471,900

1,020,923,900

West

2,387,563,500

2,324,079,000

Total sales

$ 8,061,677,100

$ 7,864,685,000

JRD

Unico, Inc. and Affiliates

Notes

to the Unaudited Combined Financial Statements

Quarterly

Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)

Contract

Balances

After

satisfaction of the Company’s performance obligations, it has an unconditional right to consideration as outlined in its contracts

with customers. The Company extends credit terms to some of its customers based on its assessment of each customer’s creditworthiness.

Customer receivables included in accounts receivable, net of allowance for credit losses in the Combined Balance Sheets at June 27, 2026

and December 27, 2025, were $11,263,000 and $9,058,800, respectively.

Cash,

Cash Equivalents and Restricted Cash

The

Company considers short-term investments with original maturities of three months or less to be cash equivalents and maintains its cash

in bank accounts, which, at times, may exceed federally insured limits. The Company believes it mitigates its risks by investing in or

through major financial institutions. The Company is required to maintain certain cash balances due primarily to collateral on workers

compensation policies and escrow for mortgages on certain properties which amount to $41,873,000 and $41,206,400 at June 27, 2026 and

December 27, 2025, respectively.

Impairment

of Long-Lived Assets

Long-lived

assets are reviewed for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may

not be recoverable. In reviewing for impairment, the Company compares the carrying value of the assets to the estimated undiscounted

future cash flows expected from the use of the assets and their eventual disposition. When the estimated undiscounted future cash flows

are less than their carrying amount, an impairment loss is recognized equal to the difference between the asset’s fair value and

its carrying amount. The Company does not believe any events have occurred through June 27, 2026, that would indicate its long-lived

assets are impaired.

Leases

The

Company leases certain warehouse space for use in operations. The Company’s leases are evaluated at inception or at any subsequent

material modification and, depending on the lease terms, are classified as either finance leases or operating leases.

Operating

lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the

lease term. Most of the leases provide an implicit rate. For those leases that do not provide an implicit rate, an incremental

borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the

commencement date is used. Certain leases may include options to renew which the Company includes when it is reasonably certain that

the renewal option would be exercised. Lease agreements with the lease and nonlease components are generally accounted for

separately.

Derivative

Financial Instruments

The

Company uses derivatives to manage exposure to interest rate fluctuations. The Company’s objective for holding derivatives is to

minimize the volatility of cash flows associated with changes in interest rates. The Company does not enter derivative transactions for

trading or speculative purposes. The Company recognizes derivatives as either assets or liabilities in the Combined Balance Sheets and

measures these instruments at fair value. The fair value of interest rate swaps is estimated using option pricing models that value the

potential swaps to become in the money through changes in interest rates during the remaining term of the agreement. The Company obtains

bank quotations to assist in the valuation. Changes in the fair value of those instruments are

reported in earnings or other comprehensive income depending on the nature of the derivative and whether it qualifies for hedge accounting.

JRD

Unico, Inc. and Affiliates

Notes

to the Unaudited Combined Financial Statements

Quarterly

Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)

Fair

Value Measurements

accordance with current accounting guidance, the Company discloses the fair value of its investments in a hierarchy that prioritizes

the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to valuations based upon

unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to valuations

based upon unobservable inputs that are significant to the valuation (Level 3 measurements).

The

accounting guidance provides three levels of the fair value hierarchy as follows:

Level 1 Inputs

that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access

at the measurement date;

Level

2 Inputs other than quoted prices that are observable

for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active;

Level

3 Inputs that are unobservable.

financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to

the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by

the Company. The Company considers observable data to be market data which is readily available, regularly distributed or updated, reliable

and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

The

fair value of investments in marketable securities is based upon the quoted market prices of those investments at period end. The fair

values of the interest rate swap contracts are based on valuations of similar, but not identical, instruments.

Recently

Issued Accounting Pronouncements

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

(Subtopic 220-40): Disaggregation of Income Statement Expenses. The guidance requires disclosures about specific expense categories,

including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The ASU

is effective for annual periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning

after December 15, 2027. The Company is currently assessing the effect that adoption of this guidance will have on its combined financial

statements.

JRD

Unico, Inc. and Affiliates

Notes

to the Unaudited Combined Financial Statements

Quarterly

Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)

3. Inventories

Inventories

consist of the following at June 27, 2026 and December 27, 2025:

June 27, 2026

December 27, 2025

Merchandise inventory, at FIFO

$ 1,009,699,700

$ 1,002,432,500

Less: LIFO reserve

410,677,500

406,178,000

Merchandise inventory, at LIFO

$ 599,022,200

$ 596,254,500

Use

of the LIFO method, as compared to the first-in, first-out (“FIFO”) method, had the effect of decreasing inventories and

income before provision for income taxes by $2,250,000 and $2,250,000 for the 13-week periods ended June 27, 2026 and June 28, 2025,

respectively, and by $4,499,500 and $4,500,000 for the 26-week periods ended June 27, 2026 and June 28, 2025, respectively.

4. Property,

Plant and Equipment

Property,

plant and equipment, net, consists of the following at June 27, 2026 and December 27, 2025:

June 27, 2026

December 27, 2025

Land

546,470,000

546,420,000

Buildings and improvements

1,217,099,600

1,191,679,300

Equipment, furniture and fixtures

580,168,500

551,707,400

Construction in progress

57,954,900

45,912,000

Leasehold improvements

293,891,300

284,213,900

2,695,584,300

2,619,932,600

Less: Accumulated depreciation and amortization

1,031,536,600

994,811,400

Property, plant and equipment, net

$ 1,664,047,700

$ 1,625,121,200

Total

depreciation and amortization expense relating to property, plant, and equipment amounted to $18,496,700 and $18,875,100, for the 13-week

periods ended June 27, 2026 and June 28, 2025, respectively. Total depreciation and amortization expense relating to property, plant,

and equipment amounted to $36,725,200 and $37,661,400, for the 26-week periods ended June 27, 2026 and June 28, 2025, respectively. Depreciation

and amortization expense are included as a component of cost of sales within the Combined Statements of Income.

5. Long-Term

Debt

The

Company’s long-term debt consists primarily of senior fixed and variable-rate private placement notes and mortgage financings secured

by certain Company-owned and Warehouse Realty properties, as well as shareholder dividend notes. These arrangements and their related

covenants are more fully described in the Company’s combined financial statements for the year ended December 27, 2025.

March 26, 2026, the Company made a principal repayment of $385,794,100 on its outstanding shareholder notes. During the 26-week periods

ended June 27, 2026 and June 28, 2025, there were no other material changes to the Company’s long-term debt arrangements, interest

rates, or significant terms, other than routine principal repayments in accordance with existing amortization schedules. The Company

was in compliance with all debt covenants as of June 27, 2026 and December 27, 2025.

JRD

Unico, Inc. and Affiliates

Notes

to the Unaudited Combined Financial Statements

Quarterly

Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)

6. Derivative

Financial Instruments

JRD

Holdings, LLC

June 27, 2026 and December 27, 2025, JRD was a party to five interest rate swap agreements with terms expiring through April 25, 2028.

Under these agreements, JRD pays or receives from the counterparty, on a quarterly basis, the amounts, if any, by which JRD’s interest

payments on the aggregate hedged debt ($535,000,000 at June 27, 2026 and December 27, 2025) are below or exceed specified rates. The

swap agreements do not meet the requirements for hedge accounting treatment. The fair value of these interest rate swaps was an asset

of $22,086,400 and $21,003,800 as of June 27, 2026 and December 27, 2025, respectively, and is included in other assets in the Combined

Balance Sheets. JRD recorded a loss of $691,000 and loss of $5,640,000 for the 13-week periods ended June 27, 2026 and June 28, 2025,

respectively, as a component of loss (gain) on interest rate swaps, net, in the Combined Statements of Income. JRD recorded a gain of

$1,082,600 and loss of $16,223,300 for the 26-week periods ended June 27, 2026 and June 28, 2025, respectively, as a component of loss

(gain) on interest rate swaps, net, in the Combined Statements of Income.

JRD

received $2,532,400 and $4,007,300 during the 13-week periods ended June 27, 2026 and June 28, 2025, respectively, pursuant to these

agreements, which is recorded as a component of interest expense, net, in the Combined Statements of Income. JRD received $5,244,800

and $8,691,900 during the 26-week periods ended June 27, 2026 and June 28, 2025, respectively, pursuant to these agreements, which is

recorded as a component of interest expense, net, in the Combined Statements of Income.

Jetro

Management and Development Corp.

Jetro

Management and Development Corp. (“JMD”), a wholly owned subsidiary of the Company, was a party to three interest rate swap

agreements at June 27, 2026 and December 27, 2025, with terms expiring through January 2037. Under the agreements, JMD pays or receives

from the counterparty, on a monthly basis, the amounts, if any, by which JMD’s interest payments on the aggregate hedged debt ($77,440,600

and $79,414,000 at June 27, 2026 and December 27, 2025, respectively) are below or exceed specified rates. JMD received $424,700 and

$586,800 during the 13-week periods ended June 27, 2026 and June 28, 2025, respectively, pursuant to these agreements, which is recorded

as a component of interest expense, net, in the Combined Statements of Income. JMD received $855,000 and $1,171,300 during the 26-week

periods ended June 27, 2026 and June 28, 2025, respectively, pursuant to these agreements, which is recorded as a component of interest

expense, net, in the Combined Statements of Income.

These

JMD agreements do not meet the requirements for hedge accounting treatment. The fair value of these interest rate swaps was an asset

of $9,259,900 and $8,878,400 as of June 27, 2026 and December 27, 2025, respectively, and is included in other assets in the Combined

Balance Sheets. The Company recorded, as a component of loss (gain) on interest rate swaps, net, a loss of $149,100 and a loss of $1,086,300

during the 13-week periods ended June 27, 2026 and June 28, 2025. The Company recorded, as a component of loss (gain) on interest rate

swaps, net, a gain of $381,500 and a loss of $2,855,000 during the 26-week periods ended June 27, 2026 and June 28, 2025.

JRD

Unico, Inc. and Affiliates

Notes

to the Unaudited Combined Financial Statements

Quarterly

Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)

Warehouse

Realty

June 27, 2026 and June 28, 2025, Warehouse Realty was a party to three interest rate swap agreements, with terms expiring through January

2037. The interest rate swap agreements are intended to reduce the impact of changes in interest rates on the Company’s debt. Under

the agreements, on a monthly basis, Warehouse Realty pays or receives from the counterparties, consisting of one financial institution,

the amounts, if any, by which the Company’s interest payments are below or exceed specified interest rates. The aggregate debt

hedged is $142,221,400 and $148,158,500 at June 27, 2026 and December 27, 2025, respectively. Warehouse Realty received $343,900 and

$1,160,400 during the 13-week period ended June 27, 2026 and June 28, 2025, respectively, pursuant to these agreements, which is recorded

as a component of interest expense, net, in the Combined Statements of Income. Warehouse Realty received $704,800 and $2,328,200 during

the 26-week period ended June 27, 2026 and June 28, 2025, respectively, pursuant to these agreements, which is recorded as a component

of interest expense, net, in the Combined Statements of Income.

Two

of these swap agreements at June 27, 2026 and December 27, 2025 meet the requirements for hedge accounting treatment. The fair value

of these interest rate swaps was an asset of $1,059,900 and $878,400 as of June 27, 2026 and December 27, 2025, respectively, and is

included in other assets in the Combined Balance Sheets. The Company recorded, as a component of other comprehensive income, an unrealized

loss of $74,000 net of deferred taxes of $27,500 for the 13-week period ended June 27, 2026 and an unrealized loss of $403,300 net of

deferred taxes of $149,200 for the 13-week period ended June 28, 2025. The Company recorded, as a component of other comprehensive income,

an unrealized gain of $132,600 net of deferred taxes of $49,000 for the 26-week period ended June 27, 2026 and an unrealized loss of

$1,416,300 net of deferred taxes of $523,900 for the 26-week period ended June 28, 2025.

One

of these swap agreements does not meet the requirements for hedge accounting. The fair value of the interest rate swap was an asset of

$2,193,800 and $2,100,700 as of June 27, 2026 and December 27, 2025, respectively, and is included in other assets in the Combined Balance

Sheets. The Company recorded, as a component of loss (gain) on interest rate swaps, net, a loss of $49,500 and loss of $626,400 during

the 13-week periods ended June 27, 2026 and June 28, 2025, respectively. The Company recorded, as a component of loss (gain) on interest

rate swaps, net, a gain of $89,500 and loss of $1,580,600 during the 26-week periods ended June 27, 2026 and June 28, 2025, respectively.

The

Company is exposed to credit losses in the event of nonperformance by the counterparties to its interest rate swap exchange agreements.

The Company anticipates, however, that counterparties will be able to fully satisfy their obligations under the contracts. The Company

does not obtain collateral to support financial instruments but monitors the credit standing of the counterparties.

7. Income

Taxes

The

Company’s effective tax rate was 27.1% and 28.0% for the 13-week periods ended June 27, 2026 and June 28, 2025, respectively, and

27.2% and 26.9% for the 26-week periods ended June 27, 2026 and June 28, 2025, respectively. The effective tax rates were higher than

the Company's 21% statutory tax rate primarily due to the impact of state income taxes.

The

determination of the provision for income taxes requires judgment, the use of estimates and the interpretation and application of complex

tax laws. The Company’s provision for income taxes reflects income earned and taxed in various U.S. federal and state jurisdictions.

Tax law changes and increases or decreases in permanent book versus tax basis differences all affect the overall effective tax rate.

JRD

Unico, Inc. and Affiliates

Notes

to the Unaudited Combined Financial Statements

Quarterly

Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)

8. Common

Stock and Membership Interests

JRD

Unico, Inc. has the authority to issue up to 400,000 shares, of which 200,000 shares are shares of a class of common stock designated

as General Business Common Stock (“GS Stock”), par value $0.01 per share and 200,000 shares are shares of a class of common

stock designated as Licensed Business Common Stock (“LS Stock”), par value $0.01 per share. GS Stock and LS Stock are presented

together on the Combined Balance Sheets and Combined Statements of Stockholders’ Deficiency.

There

were no material changes in the number of shares issued and outstanding of GS Stock and LS Stock as of June 27, 2026 and December 27,

2025.

The

membership interests in Warehouse Realty are divided into two separate classes designated as Class A Interests and Class B Interests.

The Class A Members have voting rights, while the Class B Members have no voting rights. The Class B Interests bear dividends and shall

be entitled to receive such dividends at the rate per annum of 6% of initial capital contributions attributable to the purchase of Class

B Interests compounded annually. The unpaid portion of the dividends shall accrue interest at 6% per annum. Both the Class A and Class

B membership interests, along with dividends accrued and/or paid, are eliminated in combination.

Warehouse

Realty has 202,988 shares of Class A membership interests as of June 27, 2026 and December 27, 2025.

addition, JHLLC has subscribed to $12,308,600 of Warehouse Realty Class B membership interests as of June 27, 2026 and December 27, 2025.

Both the Class A and Class B membership interests are eliminated in combination.

Warehouse

Realty is not owned by the Company and is included in these combined financial statements due to common ownership and management. Net

income from this entity was $3,945,000 and $10,562,400 in the 13-week periods ended June 27, 2026 and June 28, 2025, respectively. Net

income from this entity was $7,951,200 and $18,153,100 in the 26-week periods ended June 27, 2026 and June 28, 2025, respectively. The

net equity of this entity was a deficit of $121,075,300 and $128,342,200 at June 27, 2026 and December 27, 2025, respectively.

May 14, 2026, the Board of Directors unanimously approved a cash dividend of $232,330,500, or $2,906.51 per share,, which was paid on

June 26, 2026.

9. Lease

Commitments

The

Company leases land, buildings and certain equipment under operating lease agreements with terms ranging from five to twenty years, some

of which include options to extend the leases up to five years. The Company determines if an arrangement is a lease at inception.

Operating

lease rental expense was $10,432,700 and $10,943,200 for the 13-week periods ended June 27, 2026 and June 28, 2025, respectively. Such

amounts are net of rental income of $2,921,700 and $2,841,300 in the 13-week periods ended June 27, 2026 and June 28, 2025, respectively,

and are included within selling, general and administrative expenses in the Combined Statements of Income.

JRD

Unico, Inc. and Affiliates

Notes

to the Unaudited Combined Financial Statements

Quarterly

Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)

Operating

lease rental expense was $20,283,600 and $21,783,600 for the 26-week periods ended June 27, 2026 and June 28, 2025, respectively. Such

amounts are net of rental income of $5,867,600

and $5,716,100 in the 26-week periods ended June 27, 2026 and June 28, 2025, respectively, and are included within selling, general

and administrative expenses in the Combined Statements of Income.

Supplemental

cash flow information related to leases is as follows:

For the 13-Week Period Ended

June 27, 2026

June 28, 2025

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases

$ 10,172,000

$ 10,365,800

Right-of-use assets obtained in exchange for lease obligations

Operating leases

For the 26-Week Period Ended

June 27, 2026

June 28, 2025

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases

$ 19,460,700

$ 20,576,000

Right-of-use assets obtained in exchange for lease obligations

Operating leases

45,942,300

16,402,300

Supplemental

balance sheet information related to leases is as follows:

June 27, 2026

December 27, 2025

Operating lease right-of-use assets

$ 260,718,000

$ 226,365,500

Current portion of operating lease liabilities

$ 33,742,000

$ 30,479,900

Long-term operating lease liabilities

245,523,500

213,404,400

Total operating lease liabilities

$ 279,265,500

$ 243,884,300

Weighted average remaining lease term

8.99 years

8.17 years

Weighted average discount rate

2.79 %

2.75 %

The

Company has entered into additional operating leases totaling $112,571,600 that have not commenced as of June 27, 2026. These operating

leases will commence in 2026 with lease terms up to 15 years.

10. Employee

Benefit and Compensation Plans

Deferred

Compensation

The

Company maintains a deferred compensation plan for several senior executives pursuant to Section 414(a) of the Internal Revenue Code.

At June 27, 2026 and December 27, 2025 amounts contributed or to be contributed to the trust, inclusive of accumulated earnings, were

$16,384,400. The asset and related liability are included in other assets and long-term liabilities in the Combined Balance

Sheets. The Company did not record any deferred compensation expense for either the 13-week or 26-week periods ended June 27, 2026 and

June 28, 2025. Such expenses, when recognized, are included as a component of selling, general and administrative expenses within the

Combined Statements of Income.

JRD

Unico, Inc. and Affiliates

Notes

to the Unaudited Combined Financial Statements

Quarterly

Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)

Assets

related to the Company’s contributions to the plan are held in a Rabbi Trust and are invested in a mix of cash equivalents, mutual

funds and equity securities at the direction of the trustee. The investments within the Rabbi Trust are classified as trading securities.

Realized gains and losses were immaterial during each of the 13-week and 26-week periods ended June 27, 2026 and June 28, 2025. Unrealized

gains and losses are included within selling, general and administrative expenses within the Combined Statements of Income.

Earnings

Appreciation Rights

The

Company has earnings appreciation rights agreements (“EARs”), a formula based deferred compensation plan, with several senior

executives. The vesting of benefits is based upon the completion of three to ten years of service. Compensation expense is based on the

estimated value of the EARs and recognized on a straight-line basis over the vesting period. The value of the EARs is estimated based

on expected pre-tax income of the Company relative to the base year in which the EAR was awarded. The value of the EARs was $92,110,100

and $108,911,000 as of June 27, 2026 and December 27, 2025, respectively. The portion of the EARs liability expected to be settled within

one year is included in accrued expenses, with the remainder classified as other long-term liabilities in the Combined Balance Sheets.

The

related compensation expense, reflected in selling, general and administrative expenses in the Combined Statements of Income, was $2,500,000

during each of the 13-week periods ended June 27, 2026 and June 28, 2025 and $5,000,000 during each of the 26-week periods ended June

27, 2026 and June 28, 2025.

Contributory

Savings Plan

The

Company administers a contributory savings plan under Section 401(k) of the Internal Revenue Code for all eligible employees not covered

by a collective bargaining agreement. Contributions by employees are not taxable until retirement. The Company’s contributions

under the Plan, which are discretionary, were $3,208,100 and $3,102,300 for both the 13-week and 26-week periods ended June 27, 2026

and June 28, 2025, respectively.

JRD

Unico, Inc. and Affiliates

Notes

to the Unaudited Combined Financial Statements

Quarterly

Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)

11. Fair

Value Measurements

Financial

assets and liabilities measured at fair value on a recurring basis as of June 27, 2026 are summarized below:

Level 1

Level 2

Level 3

Total

Assets

Cash equivalents

$ 132,500

$ -

$ 132,500

Trust assets

16,384,400

Derivative instruments

34,600,000

Total assets

$ 16,516,900

$ 34,600,000

$ -

$ 51,116,900

Financial

assets and liabilities measured at fair value on a recurring basis as of December 27, 2025 are summarized below:

Level 1

Level 2

Level 3

Total

Assets

Cash equivalents

$ 131,800

$ -

$ 131,800

Trust assets

16,384,400

Derivative instruments

32,861,300

Total assets

$ 16,516,200

$ 32,861,300

$ -

$ 49,377,500

The

Company’s cash equivalents consist of money market funds that are traded in an active market and the net asset value of each fund

on the last day of the quarter is used to determine its fair value. Valuations of these cash equivalents do not require a significant

degree of judgment, and as such, are classified as Level 1.

The

Company’s trust assets consist primarily of stocks and mutual funds that are traded in an active market and the net asset value

of each fund on the last day of the quarter is used to determine its fair value. Valuations of these funds do not require a significant

degree of judgment. As such, they are classified as Level 1.

The

Company’s derivative instruments represent swap assets and liabilities and the fair values are based on valuations of similar,

but not identical, instruments which are traded in an active market. As such, they are classified as Level 2.

The

Company’s significant financial instruments consist primarily of cash and cash equivalents, accounts receivable, marketable securities,

accounts payable, accrued expenses, long-term debt and interest rate swap contracts. The fair values of accounts receivable, accounts

payable and accrued expenses approximate their carrying values based on their liquidity. As of June 27, 2026, the fair value of long-term

debt was $5,512,082,300 compared to a carrying value of $5,786,998,000.

As of December 27, 2025, the fair value of long-term debt was $6,036,670,000 compared to a carrying value of $6,244,763,000.

JRD

Unico, Inc. and Affiliates

Notes

to the Unaudited Combined Financial Statements

Quarterly

Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)

12. Litigation

The

Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the

ultimate disposition of these matters will not have a material adverse effect on the Company’s Combined Balance Sheets, results

of operations or cash flows.

13. Subsequent

Events

The

Company has evaluated all events or transactions that occurred subsequent to June 27, 2026 and through August 7, 2026, the date these

combined financial statements were available to be issued.

Other

than those already disclosed, the Company did not identify any other subsequent events that would have required adjustments to or further

disclosure in these combined financial statements pursuant to the guidance for accounting and disclosure of subsequent events.

EX-99.3 — EXHIBIT 99.3

EX-99.3

Filename: tm2625144d3_ex99-3.htm · Sequence: 5

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

INFORMATION

On March 30, 2026, Sysco Corporation, a Delaware

corporation (“Sysco”), entered into an Agreement and Plan of Merger (the “merger agreement”) with JRD Unico, Inc.,

a Delaware corporation (“JRD”), Warehouse Realty, LLC, a Delaware limited liability company (“Warehouse Realty”,

together with JRD, known as “Jetro Restaurant Depot”), Sysco Holdings Corporation, a Delaware corporation and a wholly owned

subsidiary of Sysco (“Sysco Holdings”), Slider Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary

of Sysco Holdings (“Merger Sub 1”), Slider Merger Sub 2, Inc., a Delaware corporation and a wholly owned subsidiary of

Sysco Holdings (“Merger Sub 2”), Slider Merger Sub 3, LLC, a Delaware limited liability company and a wholly owned subsidiary

of Sysco Holdings (“Merger Sub 3”), and a holder representative (“Holder Representative”) pursuant to which (a) Merger

Sub 1 will merge with and into Sysco, with Sysco continuing as the surviving corporation and a wholly-owned subsidiary of Sysco Holdings

(the “Sysco Merger”), (b) immediately following the Sysco Merger, Merger Sub 2 will merge with and into JRD, with JRD

continuing as the surviving corporation and a wholly-owned subsidiary of Sysco Holdings (the “JRD Merger”), and (c) immediately

following the JRD Merger, Merger Sub 3 will merge with and into Warehouse Realty, with Warehouse Realty continuing as the surviving entity

and a wholly-owned subsidiary of Sysco Holdings (the “Warehouse Realty Merger”, and collectively with the JRD Merger and the

Sysco Merger, the “mergers”). As a result of the transactions contemplated by the merger agreement (the “Transactions”),

including the mergers contemplated thereby, the aggregate purchase price payable by Sysco will consist of $21.6 billion in cash (“JRD

cash consideration”), subject to customary adjustments, and 91.5 million shares of Sysco Holdings common stock (the “JRD stock

consideration”, and together with JRD cash consideration, the “JRD merger consideration”). The Transactions have not

yet been consummated.

The Unaudited Pro Forma Condensed Combined Balance

Sheet combines the historical consolidated balance sheet of Sysco and the combined balance sheet of Jetro Restaurant Depot, giving effect

to the mergers described in Note 1 – Description of Transaction and Basis of Presentation and the pro forma effects of certain

assumptions and adjustments described in “Notes to the Unaudited Pro Forma Condensed Combined Financial Information” below

as if they had been consummated on June 27, 2026. The Unaudited Pro Forma Condensed Combined Statement of Operations for the year

ended June 27, 2026, combines the historical consolidated statement of operations of Sysco and the combined statement of operations

of Jetro Restaurant Depot, giving effect to the mergers as if they had been consummated on June 28, 2025, the beginning of the earliest

period presented. Sysco and Jetro Restaurant Depot have different fiscal year ends, with the most recent annual period of Sysco ended

on June 27, 2026, and the most recent annual period of Jetro Restaurant Depot ended on December 27, 2025. As such, amounts related

to the historical operations of Jetro Restaurant Depot have been adjusted to align the period over which those operations occurred with

the period presented by adding the necessary interim results to match Sysco’s fiscal reporting period. In addition, certain line

items of Jetro Restaurant Depot’s condensed combined balance sheet and statement of operations were combined or reclassified in

order to make the information comparable.

The Unaudited Pro Forma Condensed Combined Financial

Statements were prepared using the acquisition method of accounting under the provisions of the Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with Sysco considered

as the accounting acquirer and Jetro Restaurant Depot as the accounting acquiree. Accordingly, consideration to be given by Sysco to complete

the mergers with Jetro Restaurant Depot will be allocated to assets and liabilities of Jetro Restaurant Depot based on their estimated

fair values as of the completion date of the mergers. As of the date of this Current Report on Form 8-K, Sysco has not completed

the detailed valuation studies necessary to arrive at the required estimates of the fair value of the Jetro Restaurant Depot’s assets

to be acquired and the liabilities to be assumed and the related allocations of purchase price, nor has it identified all of the adjustments

necessary to conform Jetro Restaurant Depot’s accounting policies to Sysco’s accounting policies. A final determination of

the fair value of Jetro Restaurant Depot assets and liabilities will be based on the actual net tangible and intangible assets and liabilities

of Jetro Restaurant Depot that exist as of the date of completion of the mergers and, therefore, cannot be made prior to the completion

of the Transactions.

The value of the JRD stock consideration to be

given by Sysco to complete the mergers will be determined in part based on the trading price of Sysco’s common stock at the time

of the completion of the merger. Accordingly, the pro forma purchase price adjustments are preliminary and are subject to further adjustments

as additional information becomes available and as additional analyses are performed. The preliminary pro forma purchase price adjustments

have been made solely for the purpose of providing the Unaudited Pro Forma Condensed Combined Financial Statements presented below. Sysco

estimated the fair value of Jetro Restaurant Depot’s assets and liabilities based on discussions with Jetro Restaurant Depot management,

preliminary valuation studies, and due diligence.

Upon completion of the mergers, final valuations

will be performed. Increases or decreases in the fair value of relevant balance sheet amounts will result in adjustments to the condensed

combined balance sheet and/or statement of operations. There can be no assurance that such finalization will not result in material changes.

An estimated statutory tax rate was used in preparation of these pro forma financial statements. The actual effective tax rate after the

mergers may differ from this estimate.

These Unaudited Pro Forma Condensed Combined Financial

Statements and accompanying notes have been developed from, and should be read in conjunction with:

· The historical audited consolidated financial

statements of Sysco contained in its Annual Report on Form 10-K for the fiscal year ended June 27, 2026.

· The historical audited combined financial statements

of Jetro Restaurant Depot for the fiscal year ended December 27, 2025, included in this Current Report on Form 8-K.

- 1 -

· The historical unaudited interim combined financial

statements of Jetro Restaurant Depot for the 26-week periods ended June 27, 2026 and June 28, 2025, included in this Current

Report on Form 8-K.

The Unaudited Pro Forma Condensed Combined Financial

Statements are provided for illustrative purposes only and do not purport to represent what the actual consolidated results of operations

or the consolidated financial position of Sysco would have been if the mergers had occurred on the dates assumed, nor are they necessarily

indicative of future consolidated results of operations or consolidated financial position. The Unaudited Pro Forma Condensed Combined

Financial Information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release

No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” using the assumptions set forth

in the notes to the Unaudited Pro Forma Condensed Combined Financial Information. Sysco expects to incur significant costs associated

with integrating the operations of Sysco and Jetro Restaurant Depot.

- 2 -

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE

SHEET

As of June 27, 2026

(in millions)

Sysco

(Historical)

Jetro

Restaurant

Depot

(Historical)

Accounting

Policy

and

Reclassification

Adjustments

Transaction

Accounting

Adjustments

Other

Transaction

Accounting

Adjustments

Pro

Forma

Combined

ASSETS

Current assets

Cash and cash equivalents

$ 1,786

$ 283

$ -

$ (15,979

) 5(a)

$ 16,023

7(a)

$ 2,113

Restricted cash

Accounts receivable, less allowance

5,865

5,876

Inventories

5,338

599

411

3(a)

6,348

Prepaid expenses and other current

assets

427

(58

) 7(b)

424

Income tax

receivable

(15

) 3(b)

Total current assets

13,437

990

396

(15,979

)

15,965

14,809

Plant and equipment at cost, less

accumulated depreciation

5,974

1,664

1,288

5(b)

8,926

Other long-term assets

Goodwill

5,225

317

18,411

5(c)

23,953

Intangibles, less amortization

952

10,000

5(d)

10,952

Deferred income taxes

506

(99

) 3(c)

506

Operating lease right-of-use assets,

net

1,389

261

1,650

Other assets

914

(35

) 5(e)

932

Total other

long-term assets

8,986

730

(99

)

28,376

37,993

Total assets

$ 28,397

$ 3,384

$ 297

$ 13,685

$ 15,965

$ 61,728

LIABILITIES AND SHAREHOLDERS’

EQUITY

Current liabilities

Accounts payable

$ 6,640

$ 963

$ -

$ 7,603

Accrued expenses

2,456

304

5(f)

(33

) 7(c)

2,776

Accrued income taxes

3(b)(d)

Current operating lease liabilities

166

200

Current maturities

of long-term debt

1,201

185

1,940

7(d)

3,326

Total current liabilities

10,523

1,486

1,907

13,978

Long-term liabilities

Long-term debt

12,315

4,454

14,304

7(e)

31,073

Long-term debt - related parties

1,140

(1,140

) 7(f)

Deferred income taxes

456

(14

) 3(c)(e)

2,766

5(g)

3,208

Long-term operating lease liabilities

1,285

246

1,531

Other long-term

liabilities

1,152

109

(92

) 5(h)

1,169

Total long-term liabilities

15,208

5,949

(14

)

2,674

13,164

36,981

Shareholders’ equity

Common stock

765

5(i)

7(g)

869

Paid-in capital

2,114

7,422

5(i)

988

7(g)

10,524

Retained earnings (deficit)

13,748

(1,437 )

298

3(f)

834

5(i)

(106

) 7(h)

13,337

Accumulated other comprehensive

loss

(1,014 )

5(i)

(1,014 )

Treasury

stock at cost

(12,947 )

(2,614 )

2,614

5(i)

(12,947 )

Total shareholders’

equity (deficit)

2,666

(4,051 )

298

10,962

894

10,769

Total liabilities

and shareholders’ equity

$ 28,397

$ 3,384

$ 297

$ 13,685

$ 15,965

$ 61,728

The accompanying notes are an integral part of

the Unaudited Pro Forma Condensed Combined Financial Statements.

- 3 -

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS

For the Year Ended June 27, 2026

(in millions except for share and per share

data)

Sysco

(Historical)

Jetro

Restaurant

Depot

(Historical

Aligned)

(Note 2)

Accounting

Policy

and Reclassification

Adjustments

Transaction

Accounting

Adjustments

Other

Transaction

Accounting

Adjustments

Pro

Forma

Combined

Sales

$ 84,553

$ 16,008

$ -

$ 100,561

Cost of sales

68,914

13,005

(109 )

3(g)

81,810

Gross profit

15,639

3,003

109

18,751

Selling, general and administrative

expenses

930

(930 )

3(h)

Operating

expenses

12,544

996

3(g)(h)

1,009

6(a)(b)

7(i)

14,594

Operating income

3,095

2,073

(1,009 )

(45 )

4,157

Interest expense

717

157

1,134

7(j)

2,008

Interest expense - related parties

(73 )

7(k)

Interest income

(15 )

3(i)

Loss on interest rate swaps,

net

(6 )

6(c)

Amortization of deferred financing

costs

(1 )

7(l)

Other expense

(income), net

102

(12 )

(15 )

3(i)

Earnings before income taxes

2,276

1,863

(1,003 )

(1,105 )

2,074

Income taxes

519

525

3(j)

(329 )

6(d)

(304 )

7(m)

423

Net earnings

$ 1,757

$ 1,338

$ 31

$ (674 )

$ (801 )

$ 1,651

Earnings per share:

Basic earnings per share

$ 3.67

$ 2.83

Diluted earnings per share

3.66

2.83

Average shares outstanding

479,117,877

91,500,000

6(e)

12,178,785

7(n)

582,796,662

Diluted shares outstanding

480,612,203

91,500,000

6(e)

12,178,785

7(n)

584,290,988

The accompanying notes are an integral part of

the Unaudited Pro Forma Condensed Combined Financial Statements.

- 4 -

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL STATEMENTS

DESCRIPTION OF TRANSACTION AND BASIS OF PRESENTATION

Acquisition of Jetro Restaurant Depot

On March 30, 2026, Sysco, Sysco Holdings,

Merger Sub 1, Merger Sub 2, Merger Sub 3, JRD, Warehouse Realty and Holder Representative entered into the merger agreement. The merger

agreement contains the terms and conditions of the proposed acquisition of Jetro Restaurant Depot by Sysco Holdings. Under the merger

agreement, subject to satisfaction (or, to the extent permitted by law and in accordance with the merger agreement, waiver) of the conditions

to the mergers, (a) Merger Sub 1 will merge with and into Sysco, with Sysco continuing as the surviving corporation and a wholly-owned

subsidiary of Sysco Holdings, (b) immediately thereafter, Merger Sub 2 will merge with and into JRD, with JRD continuing as the surviving

corporation and a wholly-owned subsidiary of Sysco Holdings, and (c) immediately thereafter, Merger Sub 3 will merge with and into

Warehouse Realty, with Warehouse Realty continuing as the surviving entity and a wholly-owned subsidiary of Sysco Holdings. As a result

of the Transactions, Sysco, JRD, and Warehouse Realty will become wholly-owned subsidiaries of Sysco Holdings, which will be renamed “Sysco

Holdings Corporation” immediately following completion of the mergers (the “Closing”, and the date of the Closing, the

“closing date”). Upon completion of the Transactions, former holders of Sysco common stock and former equity holders of Jetro

Restaurant Depot will own shares of Sysco Holdings common stock, which is expected to be listed for trading on the NYSE.

In connection with the JRD Merger and the Warehouse

Realty Merger, the equity holders of Jetro Restaurant Depot will receive aggregate JRD merger consideration consisting of $21.6 billion

in cash, subject to customary adjustments, and 91.5 million shares of Sysco Holdings common stock. After giving effect to the mergers,

the equity holders of Jetro Restaurant Depot are expected to hold approximately 16% of the outstanding Sysco Holdings common stock in

the aggregate. Pursuant to the stockholders’ agreement (“Stockholders' Agreement”), dated as of March 30, 2026,

(i) the Majority JRD Holder will be subject to transfer restrictions pursuant to which its shares of Sysco Holdings common stock

are generally restricted for an initial period of 18 months following the Closing, with 50% of such shares released after 18 months and

the remaining 50% released after 24 months, and (ii) certain funds affiliated with Leonard Green & Partners, L.P., Platinum

Falcon B 2018 RSC Limited, and certain other parties thereto, in each case, that will receive shares of Sysco Holdings common stock in

the applicable mergers, will be subject to a 6-month lock-up, in each case subject to certain limited exceptions.

For purposes of these pro forma financial statements,

it is assumed that the cash portion of the purchase price of $21.6 billion (subject to customary adjustments), together with any refinancing,

repayment or redemption of certain outstanding indebtedness of Jetro Restaurant Depot and the payment of related fees and expenses, will

be funded through a combination of approximately $21 billion of new debt and hybrid debt financing and approximately $1 billion of equity

financing.

In connection with entry into the merger agreement,

Sysco entered into a commitment letter, dated as of March 30, 2026, with Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC,

The Toronto-Dominion Bank, New York Branch and TD Securities (USA) LLC, pursuant to which the banks have committed to provide, subject

to the terms and conditions of the commitment letter, a $22 billion 364-day senior unsecured bridge term loan facility. On April 13,

2026, Sysco and the banks entered into a joinder agreement to the commitment letter with thirteen additional banks, which reallocated

bridge facility commitments among the banks and the additional banks. On April 16, 2026, Sysco entered into a $3.0 billion term loan

credit agreement (the “term loan credit agreement”) with the subsidiary guarantors party thereto, the lenders named therein,

Bank of America, N.A., as administrative agent, Goldman Sachs Bank USA and TD Securities (USA) LLC, as syndication agents, JPMorgan Chase

Bank, N.A. and Wells Fargo Bank, N.A., as documentation agents, and Goldman Sachs Bank USA, TD Securities (USA) LLC, BofA Securities, Inc.,

JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, as joint bookrunners and joint lead arrangers. Concurrently with entry into

the term loan credit agreement, the bridge facility commitments under the commitment letter were reduced to $19 billion.

On April 16, 2026, Sysco replaced its existing

$3 billion revolving loan credit agreement with a new $3 billion revolving loan credit agreement (the “revolving credit agreement”)

with the subsidiary borrowers party thereto, the subsidiary guarantors party thereto, the lenders and issuing banks named therein, Bank

of America, N.A., as administrative agent, Goldman Sachs Bank USA, TD Securities (USA) LLC, JPMorgan Chase Bank, N.A. and Wells Fargo

Securities, LLC, as syndication agents, BNP Paribas, PNC Bank, National Association, Truist Bank and U.S. Bank National Association, as

documentation agents, and Goldman Sachs Bank USA, TD Securities (USA) LLC, BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Wells

Fargo Securities, LLC, as joint bookrunners and joint lead arrangers. The revolving credit agreement will be available for general corporate

purposes. From and after the consummation of the mergers, commitments will increase to $4 billion under the revolving credit agreement.

On September 4, 2026, Sysco entered into

a first amendment (the “First Amendment”) to the revolving credit agreement to establish a $750 million senior unsecured delayed

draw term loan facility (the “CoBank Term Loan”), with CoBank, ACB, the lenders party to the revolving credit agreement as

of the date of such First Amendment and Bank of America, N.A., as administrative agent. The CoBank Term Loan consists of (a) a $375

million six-year delayed draw term loan tranche and (b) a $375 million eight-year delayed draw term loan tranche, in each case available

for drawing in multiple advances during the one-year period following the effective date of the First Amendment. Loans under the CoBank

Term Loan will be used for general corporate purposes, including to pay, in part, the cash consideration for the Transactions and all

other fees, costs and expenses related thereto. Concurrently with entry into the CoBank Term Loan, the bridge facility commitments under

the commitment letter were further reduced to $18.25 billion.

Ultimately, the debt financing could take any

of several forms or any combination of them, including but not limited to the following: (1) Sysco or Sysco Holdings may borrow under

the bridge facility; (2) Sysco may issue common stock, (3) Sysco or Sysco Holdings may issue senior and subordinated notes in

the public and/or private capital markets; (4) Sysco or Sysco Holdings may borrow up to $3.0 billion under the term loan credit agreement;

and (5) Sysco or Sysco Holdings may borrow under the revolving credit agreement and $750 million under the CoBank term loan. For

purposes of these pro forma financial statements debt financing sources include new senior notes (the Senior Notes), new junior subordinated

notes (the Junior Subordinated Notes), a term loan facility (the Term Loan Facility) and a revolving credit facility (the Credit Facility).

The assumed financing mix reflects a reasonable illustrative structure as of the date presented, and actual financing outcomes may differ

based on market conditions, final terms and financing elections at the Closing.

- 5 -

For the equity financing, Sysco expects to raise

approximately $1 billion in new equity. Sysco intends to use the proceeds of any equity offering to finance a portion of the JRD cash

consideration payable in connection with the JRD Merger and to pay related fees and expenses. The equity offering will not be conditioned

on the consummation of the acquisition, which remains subject to customary closing conditions. Pending completion of the acquisition,

the Company expects to hold the proceeds from any equity offering in cash, cash equivalents or short-term investments. If the acquisition

is not completed, the Company expects to use the proceeds for general corporate purposes, which may include debt repayment, other acquisitions,

capital expenditures or share repurchases.

The JRD stock consideration will be valued using

the volume weighted average, rounded to the nearest one tenth of a cent, of the last reported sale price of Sysco common stock on the

New York Stock Exchange on the last trading day immediately preceding the closing date. As such, the value of Sysco’s common stock

will fluctuate, and the components of the Transactions and total purchase price noted above will not be finalized until the mergers are

consummated.

In connection with the Transactions, Sysco and

Mr. Richard Kirschner entered into an offer letter providing for his continued employment as CEO of Jetro Restaurant Depot following

the Closing. The offer letter contemplates, among other things, the grant of a retention award in the form of 50% time-based and 50% performance-based

equity awards upon Closing. In addition, Sysco and Jetro Restaurant Depot are discussing potential go-forward compensation arrangements

and retention awards for certain Jetro Restaurant Depot’s directors and employees. These arrangements, if finalized, are expected

to be accounted for as compensation expense with certain amounts payable at or immediately prior to Closing, subject to continued service

and other vesting conditions. It is anticipated that approximately $250 million of retention bonuses will be funded, mostly by Jetro Restaurant

Depot in cash, with the remaining portion funded by Sysco through a combination of both cash and equity-based awards. As of the date hereof

and except as set forth above, no such arrangements have been agreed to between Sysco and Jetro Restaurant Depot.

Certain employees and other service providers

of Jetro Restaurant Depot, including Messrs. Kirschner and Fleishman, hold earnings appreciation units or stock appreciation rights

(together, “EAUs”) granted pursuant to certain EAU agreements, and the merger agreement provides that Jetro Restaurant Depot

may make payments in respect of the EAUs and settle and terminate the EAU agreements prior to or at the Closing. For purposes of these

pro forma financial statements, it is assumed that these units will be terminated and paid in full as part of purchase consideration.

The Majority JRD Holder will be entitled to designate

two directors to Sysco Holdings’ board of directors upon Closing. Sysco Holdings, Sysco and Jetro Restaurant Depot expect to complete

the Transactions by the third quarter of Sysco’s fiscal year 2027 (which is the first calendar quarter of 2027). Under certain conditions,

including lack of regulatory clearances or because the mergers are not consummated by the termination date, Sysco will pay $1.164 billion

to the owners of Jetro Restaurant Depot if the mergers are cancelled.

Basis of Presentation

The accompanying Unaudited Pro Forma Condensed

Combined Financial Information has been prepared in accordance with Article 11 of Regulation S-X, as amended by Release No. 33-10786,

using the assumptions set forth in these notes to the Unaudited Pro Forma Condensed Combined Financial Information. The Unaudited Pro

Forma Condensed Combined Financial Statements are derived from the respective historical consolidated financial statements of Sysco and

the combined financial statements of Jetro Restaurant Depot for the period presented.

The Unaudited Pro Forma Condensed Combined Balance

Sheet combines the historical consolidated balance sheet of Sysco and the combined balance sheet of Jetro Restaurant Depot, giving effect

to the mergers as if they had been consummated on June 27, 2026. The Unaudited Pro Forma Condensed Combined Statement of Operations

for the year ended June 27, 2026, combines the historical consolidated statement of operations of Sysco and the combined statement

of operations of Jetro Restaurant Depot, giving effect to the mergers as if they had been consummated on June 28, 2025, the beginning

of the earliest period presented. Sysco and Jetro Restaurant Depot have different fiscal year ends, with the most recent annual period

of Sysco ended on June 27, 2026, and the most recent annual period of Jetro Restaurant Depot ended on December 27, 2025. As

such, amounts related to the historical operations of Jetro Restaurant Depot have been adjusted to align the period over which those operations

occurred with the period presented by adding the necessary interim results to match Sysco’s fiscal reporting periods.

The Unaudited Pro Forma Condensed Combined Financial

Information and explanatory notes have been prepared to illustrate the effects of the mergers in accordance with ASC 805, Business Combinations,

whereby Sysco is expected to be considered the accounting acquirer for purposes of the pro forma financial information. The consideration

transferred will be allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values, and

any excess of consideration transferred over the estimated fair value of Jetro Restaurant Depot’s net assets will be allocated to

goodwill. The pro forma allocation of consideration transferred reflected in the Unaudited Pro Forma Condensed Combined Financial Information

is preliminary, is based on management’s current estimates and assumptions, and is subject to adjustment and may vary materially

from the actual allocation that will be recorded as of the closing date.

The Unaudited Pro Forma Condensed Combined Financial

Information is provided for illustrative purposes only and is not necessarily indicative of the financial position or results of operations

that actually would have been realized had the Transactions been completed on the dates assumed, nor is it necessarily indicative of the

future financial position or results of operations of the combined company. The Unaudited Pro Forma Condensed Combined Financial Information

does not reflect any potential cost savings, operating efficiencies or synergies that may result from the mergers.

- 6 -

FISCAL YEAR END ALIGNMENT

Fiscal year end alignment has been made to conform

Jetro Restaurant Depot’s historical financial statement presentation to Sysco’s financial statement presentation in the Unaudited

Pro Forma Condensed Combined Statement of Operations.

Fiscal Year End Alignment

The historical statement of operations of Jetro

Restaurant Depot for the year ended June 27, 2026, has been derived as follows:

(in millions)

Year Ended

December 27,

2025 (Historical)

Less: 26-Week

Period Ended

June 28, 2025

(Historical)

Plus: 26-Week

Period Ended

June 27, 2026

(Historical)

Year Ended

June 27, 2026

(Historical

Aligned) (1)

Sales

$ 15,812

$ 7,865

$ 8,061

$ 16,008

Cost of sales

12,874

6,411

6,542

13,005

Gross profit

2,938

1,454

1,519

3,003

Selling, general and administrative expenses

997

509

442

930

Operating income

1,941

945

1,077

2,073

Interest expense

186

115

157

Interest expense – related parties

Interest income

(14 )

(6 )

(7 )

(15 )

Loss on interest rate swaps, net

(1 )

Amortization of deferred financing costs

Other expense (income), net

(12 )

(6 )

(12 )

Earnings before income taxes

1,667

777

973

1,863

Income tax expense (benefit)

470

209

264

525

Net earnings

$ 1,197

$ 568

$ 709

$ 1,338

(1)

The historical aligned statement of operations of Jetro Restaurant Depot for the year ended June 27, 2026, was derived from: (i) Jetro Restaurant Depot’s combined statement of operations for the year ended December 27, 2025; less (ii) Jetro Restaurant Depot’s combined statements of operations for the 26-week period ended June 28, 2025; plus (iii) Jetro Restaurant Depot’s combined statements of operations for the 26-week period ended June 27, 2026.

SIGNIFICANT ACCOUNTING POLICIES AND RECLASSIFICATION ADJUSTMENTS

Balance Sheet Adjustments

(a)

Adjustment reflects an increase to “Inventories” to eliminate the related net last-in, first-out (“LIFO”) reserves to conform to Sysco’s accounting policy using the first-in, first-out (“FIFO”) method of $411 million. The adjustment to equity of $298 million reflects the offsetting adjustments to deferred income taxes and accrued income taxes.

(b)

Adjustment reflects a $15 million reclassification of Sysco accrued income tax balances from “Income tax receivable” to “Accrued income taxes”, to net income tax balances within the same federal and state tax jurisdictions due to the addition of taxes payable related to the elimination of the LIFO reserve (see note 3(d)).

(c)

Adjustment reflects the reclassification of Jetro Restaurant Depot’s deferred income tax asset balances of $99 million to “Deferred income taxes” within liabilities to conform to the appropriate net presentation within deferred income tax liabilities.

(d)

Adjustment reflects a $28 million increase in “Accrued income taxes” driven by the required taxes payable related to the elimination of the LIFO reserve (see note 3(a)).

(e)

Adjustment reflects the decrease in deferred income tax liabilities due to the reclassification of Jetro Restaurant Depot deferred income tax assets, offset by an increase of $85 million related to deferred income tax liabilities that were created from the elimination of the LIFO reserve (see note 3(a) and (c)).

- 7 -

(f)

Adjustment reflects a $298 million increase to retained earnings driven by the elimination of LIFO reserve, net of current and deferred tax adjustments (see note 3(a), 3(c), and 3(e)).

Income Statement Adjustments

(g)

Adjustment reflects the following:

(in millions)

Year Ended June 27,

2026

Elimination of LIFO reserves (see note 3(a))

$ (43 )

Reclass of Jetro Restaurant Depot’s depreciation expense from “Cost of sales” to “Operating expense”

(66 )

Net adjustment to Cost of sales

$ (109 )

(h)

Adjustment reflects a reclassification of “Selling, general and administrative expenses” to “Operating expenses” to conform with Sysco’s financial statement presentation.

(i)

Adjustment reflects a reclassification of “Interest income” to “Other expense (income), net” to conform with Sysco’s financial statement presentation.

(j)

Adjustments reflect accounting for the income tax effects of the accounting policy and reclassification accounting adjustments at the combined statutory tax rate of 27.5%.

ESTIMATED PURCHASE PRICE ALLOCATION

Estimated Merger Consideration

The total estimated purchase price is calculated

as follows:

(in millions)

June 27, 2026

Cash transferred at Closing(1)

$ 15,578

Jetro Restaurant Depot existing debt(2)

5,812

Jetro Restaurant Depot EAUs

JRD stock consideration (91.5 million shares at $82.11 per share value)(3)

7,514

Total estimated purchase price

$ 28,996

(1)

The JRD cash consideration at Closing is reduced by $118 million for the payout of retention bonuses to certain Jetro Restaurant Depot’s directors and employees as of the closing date. Such bonuses are seller expenses that reduce the total JRD cash consideration received by the seller and do not change the total economics to Sysco.

(2)

The pro forma financial statements give effect to the repayment of Jetro Restaurant Depot’s historical debt as of the closing date. However, we may amend, modify, extend, refinance Jetro Restaurant Depot’s historical debt or otherwise alter the terms of or our plans with respect to such debt and the actual treatment may differ from the pro forma presentation.

(3)

The estimated fair value of the JRD stock consideration has been determined based on the volume weighted average, rounded to the nearest one tenth of a cent, of the last reported sale price of Sysco common stock on the New York Stock Exchange as of September 1, 2026.

A change in the market price of Sysco common stock

of 10% would increase or decrease the value of the Sysco Holdings common stock to be received by Jetro Restaurant Depot equity holders

upon completion of the Transactions as set forth below, with a corresponding increase or decrease in goodwill assigned that will be recorded

in connection with the Transactions:

Percentage change in stock price

(in millions, except per share amounts)

-10%

+10%

Market price per share of JRD stock consideration

$ 73.90

$ 90.32

Fair value of JRD stock consideration to be received by Jetro Restaurant Depot equity holders

$ 6,762

$ 8,264

- 8 -

Estimated Purchase Price Allocation

The table below represents a preliminary allocation

of the total consideration to Jetro Restaurant Depot tangible and intangible assets and liabilities based on Sysco management’s

preliminary estimate of their respective fair values as of June 27, 2026:

(in millions)

June 27, 2026

Assets Acquired

Cash and cash equivalents

$ 283

Restricted cash

Accounts receivable, less allowance

Inventories

1,010

Prepaid expenses and other current assets

Plant and equipment

2,952

Intangibles

10,000

Operating lease right-of-use assets

261

Other assets

Total assets acquired

14,632

Liabilities Assumed

Accounts payable

963

Accrued expenses

271

Accrued income taxes

Current operating lease liabilities

Deferred income taxes

2,805

Long-term operating lease liabilities

246

Other long-term liabilities

Total liabilities assumed

4,364

Net assets acquired, excluding goodwill

10,268

Goodwill (consideration transferred above less net assets acquired)

$ 18,728

Upon completion of the fair value assessment after

the mergers, it is anticipated that the ultimate purchase price allocation will differ from the preliminary assessment outlined above.

Any changes to the initial estimates of the fair value of assets and liabilities will be recorded as adjustments to those assets and liabilities

and residual amounts will be allocated to goodwill.

BALANCE SHEET TRANSACTION ACCOUNTING ADJUSTMENTS

The Unaudited Pro Forma Condensed Combined Balance

Sheet reflects the following adjustments:

(a)

Cash and cash equivalents - Adjustment reflects the following:

(in millions)

June 27, 2026

Cash transferred at the Closing

$ (15,578 )

Transaction costs settled at the Closing

(191 )

Jetro Restaurant Depot EAUs settled at the Closing

(92 )

Retention Bonuses

(118 )

Net adjustment to cash and cash equivalents

$ (15,979 )

- 9 -

(b)

Plant and equipment - Adjustment reflects an increase of $1,288 million to the carrying value of Jetro Restaurant Depot’s fixed assets from their recorded net-book values to their preliminary estimated fair values. The valuation approach used in the preliminary assessment of the fair value of property, plant, and equipment was the direct-cost approach. The estimated fair value is expected to be depreciated over the estimated useful lives of the assets, generally on a straight-line basis. The fixed assets acquired with preliminary fair value adjustment estimates consist of the following:

(in millions, except for useful life)

Estimated

Remaining Useful

Life (in years)

Elimination of

Historical Carrying

Amount

Estimated

Fair Value

Adjustment

Land

Indefinite

$ (546 )

$ 1,210

$ 664

Buildings and improvements

(617 )

1,154

537

Equipment, furniture and fixtures

(294 )

439

145

Construction in progress

N/A

(58 )

Leasehold improvements

(149 )

(63 )

Plant and equipment at cost, less accumulated depreciation

$ (1,664 )

$ 2,952

$ 1,288

(c)

Goodwill - Adjustment reflects the elimination of Jetro Restaurant Depot’s previously existing goodwill and to record goodwill resulting from the mergers. Goodwill is not amortized but rather is assessed for impairment at least annually or more frequently whenever events or circumstances indicate that goodwill might be impaired. Adjustments to goodwill are comprised of the following:

(in millions)

June 27, 2026

Goodwill (as determined in note 4)

$ 18,728

Removal of Jetro Restaurant Depot’s historical goodwill

(317 )

Net adjustment to goodwill

$ 18,411

(d)

Intangibles - Adjustment reflects an increase of $10,000 million to the fair value of intangible assets. The preliminary fair value of identifiable intangible assets was estimated using methods under the income approach, specifically the relief-from-royalty method for trade names and the multi-period excess earnings method for customer relationships. The intangible assets acquired with preliminary fair value adjustment estimates consist of the following:

(in millions, except for useful life)

Estimated

Remaining Useful

Life (in years)

Estimated Fair

Value

Trade names - Corporate Banners

Indefinite

$ 2,400

Trade names - Private Labels

1,100

Customer relationships

6,500

Intangibles, less amortization

$ 10,000

(e)

Other assets – Adjustment reflects the removal of the fair value of interest rate swaps associated with Jetro Restaurant Depot’s historical debt.

(f)

Accrued expenses - Adjustment reflects $49 million in transfer taxes, representing transaction related taxes incurred in connection with the transfer of ownership interests and assets upon Closing.

(g)

Deferred income taxes – Adjustment reflects $2,819 million of the increase in fixed assets and intangibles from their recorded net-book values to their preliminary estimated fair values, partially offset by $53 million of deferred tax assets related to transaction costs incurred for the Transactions.

(h)

Other long-term liabilities - Adjustment reflects the removal of $92 million related to Jetro Restaurant Depot's long-term EAUs, which will be settled at the Closing.

- 10 -

(i)

Shareholders’

equity - Adjustments to shareholders’ equity are comprised of the following:

(in millions)

Adjustments

Jetro

Restaurant

Depot Equity(1)

JRD

Stock

Consideration (2)

Transaction

Costs and

Transfer

Taxes(3)

Retention

Bonuses(4)

Total

Transaction

Accounting

Adjustments

Net adjustment to

common stock

$ -

$ 92

$ -

$ 92

Net adjustment to paid-in capital

7,422

Net adjustment to retained earnings

(deficit)

1,139

(187 )

(118 )

834

Net adjustment

to treasury stock at cost

2,614

Net

adjustment to shareholders’ equity (deficit)

$ 3,753

$ 7,514

$ (187 )

$ (118 )

$ 10,962

(1)

Adjustments to Jetro Restaurant Depot Equity: Adjustment reflects the elimination of Jetro Restaurant Depot historical shareholders’ deficit of $4,051 million offset by the increase in retained earnings of $298 million related to LIFO adjustment (see note 3(f)).

(2)

JRD Stock Consideration: 91.5 million shares of Sysco Holdings common stock will be issued to Jetro Restaurant Depot equity holders as part of the JRD merger consideration for an estimated $7,514 million.

(3)

Transaction Costs and Transfer Taxes: Adjustment reflects i) $191 million in estimated transaction costs expected to be incurred by Sysco in connection with the Transactions, offset by $53 million tax benefits associated with the transaction costs and ii) $49 million associated with transfer taxes.

(4)

Retention Bonuses: Adjustment reflects $118 million in retention bonus liabilities payable at Closing.

INCOME STATEMENT TRANSACTION ACCOUNTING ADJUSTMENTS

The Unaudited Pro Forma Condensed Combined Statement

of Operations reflects the following adjustments:

(a)

Operating expenses - Adjustment reflects

(i) elimination of historical depreciation and amortization expense of Jetro Restaurant Depot and (ii) recognition of depreciation

and amortization expense based on the preliminary fair value of acquired property, plant and equipment and identifiable intangible assets.

Depreciation and amortization were calculated using the straight-line

method. Depreciation of acquired property, plant and equipment is based on the estimated remaining useful lives of the related assets.

Amortization of finite-lived identifiable intangible assets is based on the estimated periods over which the economic benefits are expected

to be realized.

(in millions)

Year Ended June 27,

2026

Reversal of Jetro Restaurant Depot’s historical plant and equipment depreciation

$ (66 )

Depreciation of purchased plant and equipment assets

Amortization of purchased identifiable intangible assets

626

Total property and equipment depreciation expense and intangible asset amortization

$ 651

(b) Operating

expenses - These costs are non-recurring and are not expected to have a continuing impact on the combined company’s operating

results in future periods. Adjustment reflects the following:

(in millions)

Year Ended

June

27, 2026

Non-recurring transaction costs

$ 191

Non-recurring retention bonuses

118

Non-recurring transfer taxes

Net adjustment to Operating expenses

$ 358

(c)

Loss on interest rate swaps, net - Adjustment reflects the removal of $6 million of amortization related to Jetro Restaurant Depot’s interest rate swap derivative instruments for the year ended June 27, 2026.

(d)

Income taxes - Adjustment reflects the income tax effect of the purchase accounting adjustments for $1,003 million at the combined statutory tax rate of 27.5%, including a $53 million tax benefit associated with the deferred tax asset related to deductible transaction costs.

(e)

Earnings per share - Adjustment reflects the shares of Sysco Holdings common stock to be issued as part of the JRD Stock Consideration.

- 11 -

OTHER TRANSACTION ACCOUNTING ADJUSTMENTS

Balance Sheet Adjustments

(a)

Cash and cash equivalents - Adjustment reflects the following:

(in millions)

June 27, 2026

Increase in cash for new debt

$ 20,883

Increase in cash for new equity

1,000

Cash paid for Bridge Facility commitment fee

(48 )

Removal of Jetro Restaurant Depot’s historical external debt

(5,812 )

Cash and cash equivalents

$ 16,023

(b)

Prepaid expenses and other current assets - Adjustment reflects the removal of Sysco historical debt issuance costs related to commitment fees for the Bridge Facility of $58 million.

(c)

Accrued expenses - Adjustment reflects a decrease of $33 million for accrued interest related to Jetro Restaurant Depot’s historical debt which is removed as part of the Transactions.

(d)

Current maturities of long-term debt - Adjustment reflects the removal of Jetro Restaurant Depot's historical current portion of long-term debt of $185 million offset by the recognition of the current portion of the new debt proceeds of $2,125 million.

(e)

Long-term debt - Adjustments reflect the following:

(in millions)

June 27, 2026

Proceeds from issuance of debt

$ 18,875

Debt issuance costs on new borrowings

(117 )

Removal of Jetro Restaurant Depot’s existing long-term debt

(4,454 )

Long-term debt

$ 14,304

(f)

Long-term debt – related parties - Adjustment reflects the removal of Jetro Restaurant Depot’s historical related party debt.

(g)

Common stock and paid-in capital - Adjustment reflects the increase in common stock and paid-in capital resulting from Sysco’s issuance of $1 billion of new equity to partially fund the Transactions. Common stock is recorded at a par value of $1 per share, with the remaining proceeds recorded as paid-in capital.

(h)

Retained earnings - Adjustment reflects the commitment fees related to the Bridge Facility. These costs are non-recurring and are not expected to have a continuing impact on the combined company’s operating results in future periods.

Income Statement Adjustments

(i)

Operating expenses - Adjustment reflects the increase to compensation expense by $45 million for the year ended June 27, 2026 related to cash and equity retention awards for Jetro Restaurant Depot’s directors and employees. These awards require the recipients to provide post-Closing service through the applicable vesting dates.

(j)

Interest expense - Adjustment reflects the following:

(in millions)

Year Ended

June

27, 2026

Interest expense related to new debt

$ 1,063

Interest expense related to Term Loan Facility with maturity of 364 days to 2 years and an assumed weighted average annual interest rate of 4.81%

Interest expense related to CoBank Facility

Amortization of debt issuance costs associated with the issuance of debt to fund the Transactions

Unused capacity fees associated with the Credit Facility

Removal of Jetro Restaurant Depot's existing interest expense

(157 )

Commitment fees related to the Bridge Facility

106

Interest expense

$ 1,134

Included in Sysco's current maturities of long-term debt and long-term debt at June 27, 2026 is a total of $4 billion of variable rate borrowings related to the Term Loan Facility. A 0.125% change in the variable interest rate would have resulted in a change to pro forma Interest expense of approximately $4 million for the year ended June 27, 2026.

- 12 -

(k)

Interest expense - related parties - Adjustment reflects the removal of historical related party interest expense of $73 million for the year ended June 27, 2026.

(l)

Amortization of deferred financing costs - Adjustment reflects the removal of historical Jetro Restaurant Depot amortization expense related to deferred financing costs of $1 million for the year ended June 27, 2026.

(m)

Income tax expense (benefit) - Adjustments reflect accounting for the income tax effects of the other transaction accounting adjustments at the combined statutory tax rate of 27.5%.

(n)

Earnings per share - Adjustment reflects the issuance of 12,178,785 new Sysco Corporation shares to raise $1 billion to partially fund the Transactions. The number of shares was determined using the last reported sale price of Sysco common stock on the New York Stock Exchange as of September 1, 2026.

- 13 -

EX-99.4 — EXHIBIT 99.4

EX-99.4

Filename: tm2625144d3_ex99-4.htm · Sequence: 6

Exhibit 99.4

JRD Unico, Inc. and Affiliates

Management’s Discussion and Analysis

December 27, 2025 and December 28, 2024

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

The following discussion and analysis of JRD Unico, Inc.’s

(“JRD Unico”) financial condition, results of operations and liquidity and capital resources for the fiscal years ended December 27,

2025 and December 28, 2024 should be read as a supplement to our Combined Financial Statements and accompanying notes.

Overview

JRD Unico, Inc., a C-Corporation, through its wholly owned subsidiaries,

JRD Holdings LLC (“JRD”) and Jetro Holdings LLC (“JHLLC”), both limited liability companies, (collectively, the

“Company”) is engaged primarily in the cash-and-carry distribution of food, restaurant supplies, and related items throughout

the United States through its Jetro Cash and Carry (“Jetro”) and Restaurant Depot warehouses. Our wholesale stores sell food

and supplies directly to independent restaurants, caterers, and non-profit organizations.

According to S&P Global, the cash-and-carry channel represents

approximately 15.0% of the broader U.S. foodservice distribution industry as of the end of 2025.

Warehouses

As of December 27, 2025, we operate 165 large-format warehouse

stores across 35 states that serve more than 725,000 independent restaurants and foodservice operators. The 12 Jetro warehouses (approximately

150,000 square feet each) target independent retail grocery stores, small wholesalers, non-profit organizations and independent restaurants.

The 153 Restaurant Depot warehouses (approximately 60,000 square feet each) target the food service industry, including independent restaurants,

small wholesalers, non-profit organizations, caterers and delis. Both Jetro and Restaurant Depot warehouses stand as a one-stop shop across

a broad assortment of categories including fresh and low-priced products. We serve smaller, independent restaurants and businesses offering

differentiated value propositions. Our philosophy is to provide our customers with high-quality goods at competitive prices. Our warehouse

locations are within 10 - 15 miles of our customer base and open 7 days per week with hours that cater to the business-only customer.

We achieve sales growth, in part, by opening new warehouses. We opened five new traditional Restaurant Depot warehouses in fiscal 2024

and an additional five in fiscal 2025. We also achieve sales growth through increases in comparable warehouse sales. Comparable warehouse

sales growth is driven primarily by increases in customer traffic and average spend per customer. Customer traffic increases as we attract

new customers and existing customers visit more frequently. As our warehouse base grows, we may experience lower initial operating profitability

relative to existing warehouses and there can be some cannibalization of sales at existing warehouses when openings occur in existing

markets.

Highlights

Our fiscal 2025 results reflected sales growth of 3.1% as compared

to fiscal 2024. Gross profit increased 3.8% as compared to fiscal 2024. Operating income increased 4.2% as compared to fiscal 2024 largely

due to growth within existing stores and new store openings. See below for a comparison of our fiscal 2025 results to our fiscal 2024

results, both including and excluding Certain Items (as defined below).

JRD Unico, Inc. and Affiliates

Management’s Discussion and Analysis

December 27, 2025 and December 28, 2024

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

· Sales:

o Increased 3.1%, or $480.8 million, to $15.8 billion

· Operating income:

o Increased 4.2%, or $79.0 million, to $1.9 billion

· Net income:

o Increased 2.0%, or $23.9 million, to $1.2 billion

Strategy

Our mission is to be our customers’ one-stop shop for Savings,

Selection and Service, 7 Days a Week. We are the leading cash-and-carry wholesaler and low-cost provider of food products, equipment and

supplies for independent restaurants, grocers, caterers, small businesses and non-profits in the U.S. We have been supplying independent

food businesses with quality products from large cash-and-carry warehouse stores since 1990. We became the leading low-cost alternative

to other foodservice suppliers by eliminating the overhead of a traditional distributor, focusing on the needs of independent foodservice

operators and offering free membership. Our strategy aims to enhance value for small independent restaurants and the consumers they serve

by expanding access to more affordable, fresh food products and delivering more choice and convenience.

Employee Base

At the end of fiscal 2025, we employed approximately 9,700 employees

nationwide, including 9,000 full-time employees. In addition, approximately 53% of our employees are represented by unions.

Results of Operations

The following table sets forth the components of our combined results

of operations with changes in amounts and changes expressed as a percentage increase or decrease over the comparable period in the prior

year:

2025

2024

Change ($)

% Change

(Dollars

in millions)

Sales

$ 15,812.2

$ 15,331.3

$ 480.8

3.1 %

Cost of sales

12,874.3

12,501.3

372.9

3.0

Gross profit

2,937.9

2,830.0

107.9

3.8

Selling, general and administrative expenses

997.1

968.1

28.9

3.0

Operating income

1,940.9

1,861.9

79.0

4.2

Other expense, net

Interest expense

186.5

165.1

21.3

12.9

Interest expense - related parties

84.6

138.2

(53.6 )

(38.8 )

Interest income

(14.5 )

(39.0 )

24.5

(62.8 )

Loss on interest rate swaps, net

27.4

3.1

24.3

778.5

Amortization of deferred financing costs

2.1

2.0

0.1

5.0

Other income

(11.9 )

(10.8 )

(1.1 )

10.6

Total other expense, net

274.1

258.8

15.4

6.0

Income before provision for income taxes

1,666.7

1,603.1

63.6

4.0

Provision for income taxes

469.7

430.1

39.7

9.2

Net income

$ 1,197.0

$ 1,173.1

$ 23.9

2.0 %

JRD Unico, Inc. and Affiliates

Management’s Discussion and Analysis

December 27, 2025 and December 28, 2024

The following table sets forth the components of our combined results

of operations expressed as a percentage of sales for the periods indicated:

2025

2024

Sales

100.0 %

Cost of sales

81.4

81.5

Gross profit

18.6

18.5

Selling, general and administrative expenses

6.3

Operating income

12.3

12.1

Other expense, net

0.0

Interest expense

1.2

1.1

Interest expense - related parties

0.5

0.9

Interest income

(0.1 )

(0.3 )

Loss on interest rate swaps, net

0.2

0.0

Amortization of deferred financing costs

0.0

Other income

(0.1 )

Total other expense, net

1.7

Income before provision for income taxes

10.5

Provision for income taxes

3.0

2.8

Net income

7.6 %

7.7 %

Sales, Cost of sales, and Gross profit

Our sales and gross profit performance are influenced by multiple factors

including price, volume, inflation, customer mix and product mix. Total sales increased in fiscal 2025, compared to fiscal 2024, by 3.1%.

Inflation for the year was 0.7%, primarily from higher inflation in the protein category, partially offset by deflation in produce. The

remaining increase was driven by growth from existing customers and new unit growth which was driven by the opening of nine new warehouses

between fiscal 2024 and fiscal 2025.

Total cost of sales increased in fiscal 2025, compared to fiscal 2024,

by 3.0%, primarily due to new unit growth and existing customer sales volume growth, as well as product inflation.

We have been successful in managing inflation, resulting in an increase

in costs of goods sold that tracks with increased sales and growth in gross profit of 3.8% in fiscal 2025 compared to fiscal 2024. Our

gross margin rates, as a percentage of sales, were 18.6% in fiscal 2025 and 18.5% in fiscal 2024, an increase of 12 basis points. These

improvements are primarily as a result of disciplined strategic sourcing efforts in an effort to manage product cost inflation.

Selling, general, and administrative expenses

Total Selling, general, and administrative expenses increased 3.0%

during fiscal 2025, as compared to fiscal 2024. Increases in labor costs resulted in a 2.2% increase in Selling, general, and administrative

expenses, with the remaining 0.8% increase due to increases in credit card charges and other items. Selling, general, and administrative

expenses, as a percentage of sales, were 6.3% in both fiscal 2025 and fiscal 2024.

Interest expense and interest income

Interest expense increased $21.3 million and interest expense with

related parties decreased $53.6 million for fiscal 2025, as compared to fiscal 2024, primarily due to reductions in outstanding debt period

over period. Interest income decreased $24.5 million for fiscal 2025, as compared to fiscal 2024.

JRD Unico, Inc. and Affiliates

Management’s Discussion and Analysis

December 27, 2025 and December 28, 2024

Net income

Net income increased 2.0% in fiscal 2025, as compared to fiscal 2024,

due primarily to the aforementioned items, partially offset by a $24.3 million increase in non-cash mark to market adjustment on interest

rate swaps and a $39.7 million increase in provision for income taxes.

Liquidity and Capital Resources

Highlights

Below are comparisons of the cash flows from fiscal

2025 to fiscal 2024:

· cash flows from operations were $1.2 billion in fiscal 2025, compared to

$1.3 billion in fiscal 2024;

· capital expenditures totaled $137.2 million in fiscal 2025, compared to $140.6

million in fiscal 2024;

· dividends paid were $456.0 million in fiscal 2025, and $1.0 billion in fiscal

2024;

· there were no repayments of treasury stock notes in fiscal 2025, compared

to $933.3 million in fiscal 2024;

· repayments of shareholder notes were $309.4 million in fiscal 2025, and $750.0

million in fiscal 2024; and

· there were no proceeds from issuance of private placement debt in fiscal

2025, compared to $1.3 billion in fiscal 2024.

As of December 27, 2025, there were no borrowings outstanding

under our long-term revolving credit facility and the Company had approximately $585.3 million in cash and available liquidity.

Key Sources and Uses of Cash

JRD Unico generates cash through its business operations in the U.S.

JRD Unico’s strategic objectives include continuous investment in our business; these investments are funded primarily by cash from

operations and, to a lesser extent, external borrowings. Traditionally, our operations have produced significant cash flow and, due to

our strong financial position, we believe that we will continue to be able to effectively access capital markets, as needed. Cash generated

from operations is generally allocated to:

· working capital investments;

· capital investments in new warehouses, other facilities, systems, other equipment

and technology;

· debt repayments; and

· cash dividends.

Any remaining cash generated from operations may be invested in high-quality,

short-term instruments.

We continue to be in a strong financial position based on our balance

sheet and operating cash flows. We employ mechanisms to manage working capital, such as optimizing inventory levels and maximizing payment

terms with vendors, to maintain our financial position and cash flows.

JRD Unico, Inc. and Affiliates

Management’s Discussion and Analysis

December 27, 2025 and December 28, 2024

Cash Flows

Operating Activities

We generated $1.2 billion in cash flows from operations in fiscal 2025,

compared to cash flows from operations of $1.3 billion in fiscal 2024. In fiscal 2025, these amounts included an unfavorable comparison

on accrued expenses of $23.1 million and on inventories of $26.8 million, partially offset by a favorable comparison on other assets of

$24.1 million and on accounts payable of $21.5 million. Income taxes negatively impacted cash flows by $51.8 million in fiscal 2025, as

estimated payments made were higher than in fiscal 2024.

Investing Activities

Our capital expenditures were $137.2 million and $140.6 million in

fiscal 2025 and fiscal 2024.

Fiscal 2025 and Fiscal 2024 capital expenditures included:

· buildings and building improvements;

· equipment, furniture, and fixtures;

· construction in progress; and

· leasehold improvements.

Financing Activities

Equity Transactions

Dividends paid in fiscal 2025 were $456.0 million, or $3,231 per share,

funded from cash flow from operations as compared to $1.0 billion, or $7,290 per share, in fiscal 2024 partially funded from the proceeds

from the issuance of private placement debt and cash flow from operations.

Debt Activity and Borrowing Availability

Our debt activity, including issuances and repayments, and our borrowing

availability are described in our Combined Financial Statements and accompanying notes. Our outstanding borrowings at December 27,

2025, and repayment activity since the end of fiscal 2025 are disclosed within those notes.

Our borrowings and activity during fiscal 2025 include:

· Repayment of mortgage notes of $103.9 million in fiscal 2025

· Repayment of shareholder notes of $309.4 million

· Repayment of $197.5 million of Private Placement Notes and equipment financing

loan

Long-term debt totaling $186.9 million will mature in 2026. We expect

to fund the repayment of this debt using cash flows from operations.

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 JRD Unico are presented in the

notes to the financial statements.

Critical accounting estimates are those that are most important to

the portrayal of our financial position and results of operations. These policies require our most subjective or complex judgments, often

employing the use of estimates about the effect of matters that are inherently uncertain.

JRD Unico, Inc. and Affiliates

Management’s Discussion and Analysis

December 27, 2025 and December

28, 2024

We believe the following accounting estimates are the most critical

in the preparation of our financial statements.

Self-Insurance Reserves

We self-insure for obligations related to certain risks that we retain

under our casualty program, which includes general liability and workers’ compensation liability. The accounting estimates related

to our self-insurance reserves are critical accounting estimates because changes in our claim experience, our ability to settle claims

or other estimates and judgments we use could potentially have a material impact on our results of operations. Our reserves for retained

costs associated with our casualty program are estimated through actuarial methods, with the assistance of third-party actuaries,

using loss development assumptions based on our claims history. Our casualty program reserves take into account reported claims as well

as incurred-but-not-reported losses using loss development factors based upon past experience. In order to determine the loss development

factors, we make judgments relating to the nature, frequency, severity, and age of claims, and industry, regulatory and company-specific

trends impacting the development of claims. The actual cost to settle our self-insured casualty claim liabilities can differ from our

reserve estimates because of a number of uncertainties, including the inherent difficulty in estimating the severity of a claim and the

potential amount to defend and settle a claim.

As of December 27, 2025 and December 28, 2024, our self-insurance

reserves were $94.6 million and $77.4 million, respectively.

EX-99.5 — EXHIBIT 99.5

EX-99.5

Filename: tm2625144d3_ex99-5.htm · Sequence: 7

Exhibit 99.5

JRD Unico, Inc. and Affiliates

Management’s Discussion and

Analysis

June 27,

2026 and June 28, 2025

Management’s Discussion

and Analysis of Financial Condition and Results of Operations

The following discussion and analysis

of JRD Unico, Inc.’s (“JRD Unico”) financial condition, results of operations and liquidity and capital resources

for the 13 and 26-week periods ended June 27, 2026 and June 28, 2025 should be read as a supplement to our Combined Financial

Statements and accompanying notes.

Overview

JRD Unico, Inc., a C-Corporation,

through its wholly owned subsidiaries, JRD Holdings LLC (“JRD”) and Jetro Holdings LLC (“JHLLC”), both limited

liability companies, (collectively, the “Company”) is engaged primarily in the cash-and-carry distribution of food, restaurant

supplies, and related items throughout the United States through its Jetro Cash and Carry (“Jetro”) and Restaurant Depot

warehouses. Our wholesale stores sell food and supplies directly to independent restaurants, caterers, and non-profit organizations.

According to S&P Global, the cash-and-carry

channel represents approximately 15.0% of the broader U.S. foodservice distribution industry as of the end of 2025.

Warehouses

As of June 27, 2026, we operate

167 large-format warehouse stores across 35 states that serve more than 725,000 independent restaurants and foodservice operators. The

12 Jetro warehouses (approximately 150,000 square feet each) target independent retail grocery stores, small wholesalers, non-profit

organizations and independent restaurants. The 155 Restaurant Depot warehouses (approximately 60,000 square feet each) target the food

service industry, including independent restaurants, small wholesalers, non-profit organizations, caterers and delis. Both Jetro and

Restaurant Depot warehouses stand as a one-stop shop across a broad assortment of categories including fresh and low-priced products.

We serve smaller, independent restaurants and businesses offering differentiated value propositions. Our philosophy is to provide our

customers with high-quality goods at competitive prices. Our warehouse locations are within 10 - 15 miles of our customer base and open

7 days per week with hours that cater to the business-only customer. We achieve sales growth, in part, by opening new warehouses. We

opened five new traditional Restaurant Depot warehouses in fiscal 2024 and an additional five in fiscal 2025. We also achieve sales growth

through increases in comparable warehouse sales. Comparable warehouse sales growth is driven primarily by increases in customer traffic

and average spend per customer. Customer traffic increases as we attract new customers and existing customers visit more frequently.

As our warehouse base grows, we may experience lower initial operating profitability relative to existing warehouses and there can be

some cannibalization of sales at existing warehouses when openings occur in existing markets.

Highlights

Our second quarter of fiscal 2026 results

reflected sales growth of 3.7% as compared to second quarter of fiscal 2025. This growth was driven by inflation and volume growth from

new warehouses. Gross profit increased 3.6% as compared to the second quarter of fiscal 2025, primarily attributable to effective management

of product cost inflation. Operating income increased 5.6% as compared to the second quarter of fiscal 2025 largely due to growth within

existing stores, new store openings and lower operating expenses. See below for a comparison of our fiscal 2026 results to our fiscal

2025 results, both including and excluding Certain Items (as defined below).

JRD Unico, Inc. and Affiliates

Management’s Discussion and

Analysis

June 27,

2026 and June 28, 2025

Below is a comparison of

results from the second quarter of fiscal 2026 to the second quarter of fiscal 2025:

· Sales:

o Increased

3.7%, or $153.3 million, to $4.3 billion;

· Operating

income:

o Increased

5.6%, or $28.6 million, to $540.9 million;

· Net

income:

o Increased

20.6%, or $60.7 million, to $355.6 million;

Below is a comparison of

results from the first 26 weeks of fiscal 2026 to the first 26 weeks of fiscal 2025:

· Sales:

o Increased

2.5%, or $197.0 million, to $8.1 billion;

· Operating

income:

o Increased

14.0%, or $132.5 million, to $1.1 billion;

· Net

income:

o Increased

25.0%, or $141.7 million, to $708.7 million;

Strategy

Our mission is to be our customers’

one-stop shop for Savings, Selection and Service, 7 Days a Week. We are the leading cash-and-carry wholesaler and low-cost provider of

food products, equipment and supplies for independent restaurants, grocers, caterers, small businesses and non-profits in the U.S. We

have been supplying independent food businesses with quality products from large cash-and-carry warehouse stores since 1990. We became

the leading low-cost alternative to other foodservice suppliers by eliminating the overhead of a traditional distributor, focusing on

the needs of independent foodservice operators and offering free membership. Our strategy aims to enhance value for small independent

restaurants and the consumers they serve by expanding access to more affordable, fresh food products and delivering more choice and convenience.

Employee Base

At June 27, 2026, we employed approximately

10,200 employees nationwide, including 9,300 full-time employees. In addition, approximately 55% of our employees are represented by

unions.

Results of Operations

The following table sets forth the components

of our combined results of operations with changes in amounts and changes expressed as a percentage increase or decrease over the

comparable period in the prior year:

JRD Unico, Inc. and Affiliates

Management’s Discussion and

Analysis

June 27,

2026 and June 28, 2025

13-week

period

ended

June 27, 2026

13-week

period

ended

June 28, 2025

Change

($)

% Change

(Dollars

in millions)

Sales

$ 4,284.4

$ 4,131.1

$ 153.3

3.7 %

Cost of sales

3,486.8

3360.9

125.9

3.7

Gross

profit

797.6

770.3

27.4

3.6

Selling,

general and administrative expenses

256.7

258.0

(1.3 )

(0.5 )

Operating

income

540.9

512.3

28.6

5.6

Other expense,

net

0.0

Interest

expense

40.4

79.5

(39.1 )

(49.2 )

Interest

expense - related parties

17.5

21.6

(4.1 )

(19.1 )

Interest

income

(3.4 )

(3.3 )

(0.1 )

2.8

Gain

(Loss) on interest rate swaps, net

0.9

7.4

(6.5 )

(87.9 )

Amortization

of deferred financing costs

0.5

(0.0 )

(7.8 )

Other

income

(3.0 )

(2.9 )

(0.1 )

3.1

Total

other expense, net

53.0

102.9

(49.9 )

(48.5 )

Income

before provision for income taxes

487.9

409.4

78.6

19.2

Provision

for income taxes

132.4

114.5

17.9

15.6

Net

income

$ 355.6

$ 294.9

$ 60.7

20.6 %

26-week

period

ended

June 27, 2026

26-week

period

ended

June 28, 2025

Change

($)

% Change

(Dollars

in millions)

Sales

$ 8,061.7

$ 7,864.7

$ 197.0

2.5 %

Cost of sales

6,542.2

6,410.6

131.6

2.1

Gross

profit

1,519.5

1,454.0

65.4

4.5

Selling,

general and administrative expenses

441.8

508.8

(67.0 )

(13.2 )

Operating income

1,077.7

945.2

132.5

14.0

Other expense,

net

Interest

expense

86.2

116.4

(30.2 )

(26.0 )

Interest

expense - related parties

31.9

44.0

(12.1 )

(27.6 )

Interest

income

(6.9 )

(6.6 )

(0.4 )

5.3

Gain

(Loss) on interest rate swaps, net

(1.6 )

20.7

(22.2 )

(107.5 )

Amortization

of deferred financing costs

1.0

1.1

(0.1 )

(7.9 )

Other

income

(5.9 )

(5.6 )

(0.3 )

5.1

Total

other expense, net

104.7

170.0

(65.3 )

(38.4 )

Income

before provision for income taxes

973.0

775.2

197.8

25.5

Provision

for income taxes

264.3

208.2

56.1

26.9

Net

income

$ 708.7

$ 567.0

$ 141.7

25.0 %

The following table sets forth the components

of our combined results of operations expressed as a percentage of sales for the periods indicated:

JRD Unico, Inc. and Affiliates

Management’s

Discussion and Analysis

June 27,

2026 and June 28, 2025

13-week

period

ended

June 27, 2026

13-week

period

ended

June 28, 2025

26-week

period

ended

June 27, 2026

26-week

period

ended

June 28, 2025

Sales

100.0 %

Cost of sales

81.4

81.2

81.5

Gross profit

18.6

18.8

18.5

Selling, general and administrative

expenses

6.0

6.2

5.5

6.5

Operating income

12.6

12.4

13.4

12.0

Other expense, net

0.0

Interest expense

0.9

1.9

1.1

1.5

Interest expense - related parties

0.4

0.5

0.4

0.6

Interest income

(0.1 )

Gain (Loss) on interest rate swaps,

net

0.0

0.2

(0.0 )

0.3

Amortization of deferred financing

costs

0.0

Other income

(0.1 )

Total other

expense, net

1.2

2.5

1.3

2.2

Income before provision for income

taxes

11.4

9.9

12.1

9.9

Provision for income taxes

3.1

2.8

3.3

2.6

Net income

8.3 %

7.1 %

8.8 %

7.2 %

Sales, Cost of sales, and Gross profit

Our sales and gross profit performance

are influenced by multiple factors including price, volume, inflation, customer mix and product mix. Total sales increased in the second

quarter of fiscal 2026, compared to the second quarter of fiscal 2025, by 3.7%. Inflation for the second quarter of fiscal 2026, compared

to the second quarter of fiscal 2025, was 1.9%, primarily from higher inflation in the produce category, partially offset by deflation

in perishables. The remaining increase was driven by growth from existing customers and new unit growth which was driven by the opening

of three warehouses between the second quarter of fiscal 2026 and the second quarter of fiscal 2025.

Total sales increased in the first 26

weeks of fiscal 2026, compared to the first 26 weeks of fiscal 2025, by 2.5%. Inflation for the first 26 weeks of fiscal 2026, compared

to the first 26 weeks of fiscal 2025, was 0.5%, primarily from higher inflation in the produce category, partially offset by deflation

in perishables. The remaining increase was driven by growth from existing customers and new unit growth which was driven by the opening

of four new warehouses between the first 26 weeks of fiscal 2026 and the first 26 weeks of fiscal 2025.

Total cost of sales increased in the

second quarter of fiscal 2026, compared to the second quarter of fiscal 2025, by 3.7%, primarily due to new unit growth and existing

customer sales volume growth, as well as product inflation. Total cost of sales increased in the first 26 weeks of fiscal 2026, compared

to the first 26 weeks of fiscal 2025, by 2.1%, primarily due to new unit growth and existing customer sales volume growth, as well as

product inflation.

We have been successful in managing

inflation, resulting in an increase in cost of goods sold that tracks with increased sales and growth in gross profit of 3.6% in the

second quarter of fiscal 2026 compared to the second quarter of fiscal 2025, and resulting in an increase in gross profit of 4.5% in

the first 26 weeks of fiscal 2026 compared to the first 26 weeks of fiscal 2025. Our gross margin rates, as a percentage of sales, were

18.6% in both the second quarter of fiscal 2026 and in the second quarter of fiscal 2025. Our gross margin rates, as a percentage of

sales, were 18.8% in the first 26 weeks of fiscal 2026 and 18.5% in the first 26 weeks of fiscal 2025, an increase of 36 basis points.

This improvement is primarily a result of disciplined strategic sourcing efforts in an effort to manage product cost inflation.

JRD Unico, Inc. and Affiliates

Management’s

Discussion and Analysis

June 27,

2026 and June 28, 2025

Selling, general, and administrative

expenses

Total Selling, general, and administrative

expenses decreased 0.5% during the second quarter of fiscal 2026, as compared to the second quarter of fiscal 2025. Proceeds from the

settlement of various litigation matters resulted in a 3.8% decrease in Selling, general, and administrative expenses, which was offset

by increases in credit card charges, transaction expenses, liability insurance, and other items. Selling, general, and administrative

expenses, as a percentage of sales, were 6.0% in the second quarter of fiscal 2026 and 6.2% in the second quarter of fiscal 2025.

Total Selling, general, and administrative

expenses decreased 13.2% during the first 26 weeks of fiscal 2026, as compared to the first 26 weeks of fiscal 2025. Proceeds from the

settlement of various non-recurring litigation matters resulted in a 20.4% decrease in Selling, general, and administrative expenses,

which was offset by increases in credit card charges, transaction expenses, liability insurance, and other items. Selling, general, and

administrative expenses, as a percentage of sales, were 5.5% in the first 26 weeks of fiscal 2026 and 6.5% in the first 26 weeks of fiscal

2025.

Interest expense and interest income

Interest expense decreased $39.1 million,

and interest expense with related parties decreased $4.1 million for the second quarter of fiscal 2026, as compared to the second quarter

of fiscal 2025, primarily due to reductions in outstanding debt period over period. Interest income increased $0.1 million for the second

quarter of fiscal 2026, as compared to the second quarter of fiscal 2025.

Interest expense decreased $30.2 million,

and interest expense with related parties decreased $12.1 million for the first 26 weeks of fiscal 2026, as compared to the first 26

weeks of fiscal 2025, primarily due to reductions in outstanding debt period over period. Interest income increased $0.4 million for

the first 26 weeks of fiscal 2026, as compared to the first 26 weeks of fiscal 2025.

Net income

Net income increased 20.6% in the second

quarter of fiscal 2026, as compared to the second quarter of fiscal 2025, due primarily to the aforementioned items, as well as a decrease

in our effective tax rate for the second quarter of fiscal 2026 as compared to the second quarter of fiscal 2025.

Net income increased 25.0% in the first

26 weeks of fiscal 2026, as compared to the first 26 weeks of fiscal 2025, due primarily to the aforementioned items, partially offset

by an increase in our effective tax rate for the first 26 weeks of fiscal 2026, as compared to the first 26 weeks of fiscal 2025.

Liquidity and Capital Resources

Highlights

Below are comparisons of the

cash flows from the first 26 weeks of fiscal 2026 to the first 26 weeks of fiscal 2025:

· cash

flows from operations were $858.6 million in the first 26 weeks of fiscal 2026, compared

to $655.7 million in the first 26 weeks of fiscal 2025;

· capital

expenditures totaled $75.7 million in the first 26 weeks of fiscal 2026, compared to $44.4

million in the first 26 weeks of fiscal 2025;

· dividends

paid were $232.3 million in the first 26 weeks of fiscal 2026, and $256.0 million in the

first 26 weeks of fiscal 2025;

JRD Unico, Inc. and Affiliates

Management’s Discussion and

Analysis

June 27,

2026 and June 28, 2025

· repayments

of shareholder notes were $385.8 million in the first 26 weeks of fiscal 2026, and $100.0

million in the first 26 weeks of fiscal 2025; and

· repayment

of long-term debt was $58.2 million in the first 26 weeks of fiscal 2026, and $158.2 million

in the first 26 weeks of fiscal 2025.

As of June 27, 2026, there were

no borrowings outstanding under our long-term revolving credit facility and the Company had approximately $590.9 million in cash and

available liquidity.

Key Sources and Uses of Cash

JRD Unico generates cash through its

business operations in the U.S. JRD Unico’s strategic objectives include continuous investment in our business; these investments

are funded primarily by cash from operations and, to a lesser extent, external borrowings. Traditionally, our operations have produced

significant cash flow and, due to our strong financial position, we believe that we will continue to be able to effectively access capital

markets, as needed. Cash generated from operations is generally allocated to:

· working

capital investments;

· capital

investments in new warehouses, other facilities, systems, other equipment and technology;

· debt

repayments; and

· cash

dividends;

Any remaining cash generated from operations

may be invested in high-quality, short-term instruments.

We continue to be in a strong financial

position based on our balance sheet and operating cash flows. We employ mechanisms to manage working capital, such as optimizing inventory

levels and maximizing payment terms with vendors, to maintain our financial position and cash flows.

Cash Flows

Operating Activities

We generated $858.6 million in cash

flows from operations in the first 26 weeks of fiscal 2026, compared to cash flows from operations of $655.7 million in the first 26

weeks of fiscal 2025. In the first 26 weeks of fiscal 2026, these amounts included a favorable comparison on inventories of $44.7 million

and on income taxes payable of $30.1 million, partially offset by unfavorable comparisons in accrued expenses and other long-term liabilities.

Investing Activities

Our capital expenditures were $75.7

million in the first 26 weeks of fiscal 2026 and $44.4 million in the first 26 weeks of fiscal 2025. Our capital expenditures in the

first 26 weeks of fiscal 2026 were $31.3 million higher than in the first 26 weeks of fiscal 2025, primarily attributable to non-recurring

capital expenditures associated with the construction of a distribution facility that is now operational.

Capital expenditures for the first 26

weeks of fiscal 2026 and the first 26 weeks of fiscal 2025 included:

· buildings

and building improvements;

· equipment,

furniture, and fixtures;

· construction

in progress; and

· leasehold

improvements.

JRD Unico, Inc. and Affiliates

Management’s Discussion and

Analysis

June 27,

2026 and June 28, 2025

Financing Activities

Equity Transactions

Dividends paid in the first 26 weeks

of fiscal 2026 were $232.3 million, or $1,646 per share, as compared to $256.0 million, or $1,814 per share, in the first 26 weeks of

fiscal 2025, partially funded from the proceeds from the issuance of private placement debt and cash flow from operations.

Debt Activity and Borrowing Availability

Our debt activity, including issuances

and repayments, and our borrowing availability are described in our Combined Financial Statements and accompanying notes. Our outstanding

borrowings at June 27, 2026, and repayment activity since the end of fiscal 2025 are disclosed within those notes.

Our borrowings and activity during the

first 26 weeks of 2026 include:

· Repayment

of mortgage notes of $13.8 million in the first 26 weeks of fiscal 2026

· Repayment

of shareholder notes of $385.8 million

· Repayment

of $58.2 million of long-term debt

Long-term debt totaling $186.9 million

will mature in fiscal 2026. We expect to fund the repayment of this debt using cash flows from operations.

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 JRD Unico are presented in the notes to the financial statements.

Critical accounting estimates are those

that are most important to the portrayal of our financial position and results of operations. These policies require our most subjective

or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain.

We believe the following accounting

estimates are the most critical in the preparation of our financial statements.

Self-Insurance Reserves

We self-insure for obligations related

to certain risks that we retain under our casualty program, which includes general liability and workers’ compensation liability.

The accounting estimates related to our self-insurance reserves are critical accounting estimates because changes in our claim experience,

our ability to settle claims or other estimates and judgments we use could potentially have a material impact on our results of operations.

Our reserves for retained costs associated with our casualty program are estimated through actuarial methods, with the assistance

of third-party actuaries, using loss development assumptions based on our claims history. Our casualty program reserves take into account

reported claims as well as incurred-but-not-reported losses using loss development factors based upon past experience. In order to determine

the loss development factors, we make judgments relating to the nature, frequency, severity, and age of claims, and industry, regulatory

and company-specific trends impacting the development of claims. The actual cost to settle our self-insured casualty claim liabilities

can differ from our reserve estimates because of a number of uncertainties, including the inherent difficulty in estimating the severity

of a claim and the potential amount to defend and settle a claim.

As of June 27, 2026, and December 27,

2025, our self-insurance reserves were $91.0 million and $94.6 million, respectively.

GRAPHIC

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v3.26.3

Cover

Sep. 14, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 14, 2026

Entity File Number

1-06544

Entity Registrant Name

Sysco

Corporation

Entity Central Index Key

0000096021

Entity Tax Identification Number

74-1648137

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1390

Enclave Parkway

Entity Address, City or Town

Houston

Entity Address, State or Province

Entity Address, Postal Zip Code

77019

City Area Code

281

Local Phone Number

584-2099

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock

Trading Symbol

SYY

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration