Sysco Corporation · NYSE:SYY
Sysco — Merger or Acquisition (May 2026)
39 slides from Sysco's merger presentation, May 18, 2026
Slide 1: Restaurant Depot Acquisition Investor Event
Restaurant Depot Acquisition Investor Event May 18, 2026
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended. Words such
Slide 3: Today's Presenters
Today’s Presenters Kevin Hourican Brandon Sewell Stanley Fleishman Richard Kirschner Peter Claro CHAIR OF THE BOARD AND INTERIM CHIEF FINANCIAL OFFICER EXECUTIVE CHAIRMAN CHIEF EXECUTIVE OFFICER CHIEF OPERATING OFFICER CHIEF EXECUTIVE OFFICER Previously CFO of Sysco’s U.S. Business JETRO RESTAURANT
Slide 4: Sysco: Leadership Delivering Operations and Plan
Sysco: Leadership Delivering Operations and Plan Brenna Garett Greg Keller Stephen Higgs Ryan Rumbarger Chris Jasper Peter Jackson SVP – Chief Commercial Officer SVP – National Sales + Specialty SVP – US Broadline SVP – Integration Management SVP – International Americas SVP – Europe Office 25+ Year
Slide 5: Combined Company Will Grow Faster, Be More Profitable, and Return More Value to Shareholders
Combined Company Will Grow Faster, Be More Profitable, and Return More Value to Shareholders Than a Stand-Alone Sysco Creating a Preeminent Delivering Significantly Unlocking Meaningful Multi-Channel Foodservice Enhanced Financial Profile2 Value Creation Distribution Platform Foodservice Revenue Adj
Slide 6: Restaurant Depot is the Leader in U.S. Wholesale Cash & Carry
Restaurant Depot is the Leader in U.S. Wholesale Cash & Carry – a Large and Growing Channel #1 U.S. Cash & Carry Wholesaler to Restaurants and Small Businesses Unique value proposition to small businesses as a low-cost provider with a wide assortment of high-quality, foodservice products Whitestone,
Slide 7: Cash & Carry Historically Grows Faster Than Total Foodservice
Cash & Carry Historically Grows The Cash & Carry Faster Than Total Foodservice Advantages Restaurant Depot is the leader in the $60-$70B growing B2B Cash & Carry channel • Resilient business model Cash & Carry1 Channel Breakdown, U.S. Revenue Channel Growth, 2019-2025 Sales CAGR with structurally lo
Slide 8: Restaurant Depot: Highly Experienced Leadership Team
Restaurant Depot: Highly Experienced Leadership Team Sir Bradley Fried Stanley Fleishman Richard Kirschner Brian Emmert Peter Claro Former Chair of the Court of Executive Chairman CEO CFO COO – East Directors of the Bank of England 40 Years Experience 30+ Years Experience 25+ Years Experience 30+ Ye
Slide 9: Restaurant Depot: Consistent and Profitable Growth Over the Last Two Decades
Restaurant Depot: Consistent and Profitable Growth Over the Last Two Decades Restaurant Depot Historical Performance Over Time ($B) 18 ~$16 19 16 Same Store Sales1 Revenue Adj. EBITDA Deflation Average Growth: CAGR: CAGR: COVID 17 +7% +9% +14% 14 12 2004-2025 2004-2025 2004-2025 15 13% 10 13 8 11 Gl
Slide 10: Restaurant Depot: Efficient Store Layout with Comprehensive Product Selection
Restaurant Depot: Efficient Store Layout Restaurant Depot’s with Comprehensive Product Selection Winning Formula Savings, Selection & Service – 7 Days a Week! • Savings: Low prices driven by lower cost to serve • Service: No delivery minimums and product available on demand • One Stop Shopping: wide
Slide 11: Restaurant Depot Stores Are Purpose Built to Serve Local Restaurateurs
Restaurant Depot Stores Are Purpose Built to Serve Local Restaurateurs 11
Slide 12: Store Layout Purpose Built to Serve
Store Layout Purpose Built to Serve PRODUCE Freshness & rotation QA; ‘Zero tolerance’ inventory control Restaurant Depot Maspeth, Queens PROTEIN Premium meat cuts & specs; • Opened in 2005 Produce & protein dating labels • 4 miles from Midtown SEAFOOD Seafood received daily; • A top 5 store within t
Slide 13: Efficient "Fit for Purpose" B2B Experience for Customers
Efficient "Fit for Purpose" B2B Experience for Customers Consistent products, predictably placed Full pallet product facings Walk-in cooler and freezer 13 Large pack sizes with options for smaller quantities
Slide 14: Tailored to the Needs of Foodservice Customers
Tailored to the Needs of Foodservice Customers Convenient Click and Collect Available Fresh fish and seafood for foodservice operators Electronic shelf tags High and wide aisles 14
Slide 15: Investor Feedback and Questions Have Focused Upon the Following Topics Since Deal Announcement
Investor Feedback and Questions Have Focused Upon the Following Topics Since Deal Announcement Restaurant Better Deleverage Margin Capital Depot's Together Plan Profile Expenditures Future Store Synergies Growth 15
Slide 16: Strong Commitment to Rapid Deleveraging
Strong Commitment to Rapid Deleveraging • Committed to ~1.0x net leverage reduction within 24 months post-close Net Debt to Adjusted EBITDA1 • Sizeable EBITDA cushion; $250M Leverage Trajectory in net cost synergies fully ramping in year 3 5x 4.5x • Glidepath back to 2.75x target 4x 3.5x • Opportuni
Slide 17: Restaurant Depot Delivers Industry Leading EBITDA Margins
Restaurant Depot Delivers Industry Leading EBITDA Margins $16 Restaurant Depot's 13% EBITDA margin is $15 $15 sustainable and defensible. • Efficient inbound supply chain with 13% 13% 13% lowest net landed cost. • Lower SG&A as the customer handles selection, delivery, fuel cost, and no sales commis
Slide 18: Restaurant Depot's Leadership Prudently Deploys Capital To Support New Store Growth
Restaurant Depot's Leadership Prudently Deploys Capital To Support New Store Growth & Maintain Existing Fleet Of Doors • Restaurant Depot's capital deployment strategy: o Open ~5 – 6 new stores per year Three Year Average Capex as % of Sales o Maintain current store fleet (buildings, cooling equipme
Slide 19: High Confidence in Opening 125+ Net New Locations
High Confidence in Opening Differentiated Real 125+ Net New Locations Estate Strategy Overview of Real Estate Footprint • High-value real estate with first-to-market, strategic advantage in dense urban environments • 130 owned stores representing ~80% of store footprint • Strategically located store
Slide 20: "Better Together" Has Potential to Deliver Meaningful Upside to the $250 Million in Communicated Synergies
"Better Together" Has Potential to Deliver Meaningful Upside to the $250 Million in Communicated Synergies Opportunity to exceed the $250 Million Purchasing JRD Store included in Synergies Growth accretion figures Significant growth opportunities Broader Assortment, Enhanced Fulfillment Better repre
Slide 21: Example Growth Opportunity: Expanded Assortment at Restaurant Depot Stores
Example Growth Opportunity: Expanded Assortment at Restaurant Depot Stores Customer profile Sysco + JRD = Better Together • Restaurant Depot gains access to pre- cut produce and portion cut steaks Broader via Sysco Assortment, Greater Value • Restaurant Depot wins produce and protein business • Digi
Slide 22: Example Growth Opportunity: Better Serving A Local Multi-Unit Restaurant Customer
Example Growth Opportunity: Better Serving A Local Multi- Unit Restaurant Customer Customer profile Sysco + JRD = Better Together • Customer has access to same day delivery or click and collect for 'need it Enhanced now' products. Ordered through Fulfillment Sysco website, fulfilled from Models Rest
Slide 23: Example Growth Opportunity: Better Serving A National Customer
Example Growth Opportunity: Better Serving A National Customer Customer profile Sysco + JRD = Better Together • Cheesecake Factory now able to get Enhanced same day delivery or pick up Fulfillment Models products if supply runs out on items stocked by Sysco • Sysco account rep engages locations abou
Slide 24: Serving Customers at Every Stage and Rewarding Loyalty Throughout the Journey
Serving Customers at Every Stage and • Cash and Carry locations Rewarding Loyalty Throughout the perfect for micro-independent unable to reach delivery Journey minimums • Delivery via Broadline and Specialty to serve small independent and multi-unit Multi- • Broadline and Specialty to Independent Re
Slide 25: Better Together: Grow Faster, Step Up Profitability, and Return More Capital
Better Together: Grow Faster, Step Up Profitability, and Return More Capital 1.5x Local Revenue: Sysco’s most profitable U.S. Compelling Value foodservice business Creation ~55% Opportunities ~45% ~20% • Increased local revenue • Enhanced operating margins • Significantly accelerated total sharehold
Slide 26: Sysco: At the heart of food and service
S/sco At the heart of food and service
Slide 27: Non-GAAP Reconciliations
NON-GAAP RECONCILIATIONS 27
Slide 28: Non-GAAP Reconciliation: Impact of Certain Items
Sysco Corporation and its Consolidated Subsidiaries Non-GAAP Reconciliation (Unaudited) Impact of Certain Items The discussion of our results includes certain non-GAAP financial measures, including EBITDA and adjusted EBITDA, that we believe provide important perspective with respect to underlying b
Slide 29: Non-GAAP Reconciliation: Impact of Certain Items on EBITDA
Sysco Corporation and its Consolidated Subsidiaries Non-GAAP Reconciliation (Unaudited) Impact of Certain Items on Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) EBITDA represents net earnings (loss) plus (i) interest expense, (ii) income tax expense and benefit, (iii) depre
Slide 30: Non-GAAP Reconciliation: Net Debt to Adjusted EBITDA
Sysco Corporation and its Consolidated Subsidiaries Non-GAAP Reconciliation (Unaudited) Net Debt to Adjusted EBITDA (Dollars in Millions) Net Debt to Adjusted EBITDA is a non-GAAP financial measure frequently used by investors and credit rating agencies. It is an important measure used by management
Slide 31: Non-GAAP Reconciliation: Impact of Certain Items on EBITDA (Trailing Twelve Months)
Sysco Corporation and its Consolidated Subsidiaries Non-GAAP Reconciliation (Unaudited) Impact of Certain Items on Earnings Before Interest, Taxes, Depreciation and Amortization (Trailing Twelve Months) (Dollars in Millions) 13-Week 13-Week 13-Week 13-Week Period Ended Period Ended Period Ended Peri
Slide 32: Non-GAAP Reconciliation: Net Debt to Adjusted EBITDA
Sysco Corporation and its Consolidated Subsidiaries Non-GAAP Reconciliation (Unaudited) Net Debt to Adjusted EBITDA (Dollars in Millions) Net Debt to Adjusted EBITDA is a non-GAAP financial measure frequently used by investors and credit rating agencies. It is an important measure used by management
Slide 33: Non-GAAP Reconciliation: Impact of Certain Items on EBITDA (Trailing Twelve Months)
Sysco Corporation and its Consolidated Subsidiaries Non-GAAP Reconciliation (Unaudited) Impact of Certain Items on Earnings Before Interest, Taxes, Depreciation and Amortization (Trailing Twelve Months) (Dollars in Millions) 13-Week 13-Week 13-Week 13-Week Period Ended Period Ended Period Ended Peri
Slide 34: Net Debt to Adjusted EBITDA Leverage Ratio Targets
Net Debt to Adjusted EBITDA Leverage Ratio Targets We expect to target our net debt to adjusted EBITDA leverage ratio forecast in fiscal 2026. We cannot predict with certainty when we will achieve these results or whether the calculation of our EBITDA will be on an adjusted basis in future periods t
Slide 35: Projected Adjusted EBITDA Guidance
Projected Adjusted EBITDA Guidance Adjusted EBITDA is a non-GAAP financial measure; however, we cannot predict with certainty the particular certain items that would be excluded from the calculation of this measure for future periods. Due to these uncertainties, we cannot provide a quantitative reco
Slide 36: Non-GAAP Reconciliation: Impact of Certain Items on EBITDA (Trailing Twelve Months)
Sysco Corporation and its Consolidated Subsidiaries Non-GAAP Reconciliation (Unaudited) Impact of Certain Items on Earnings Before Interest, Taxes, Depreciation and Amortization (Trailing Twelve Months) (Dollars in Millions) 36
Slide 37: Non-GAAP Reconciliation: Adjusted EBITDA to Free Cash Flow Conversion
Sysco Corporation and its Consolidated Subsidiaries Non-GAAP Reconciliation (Unaudited) Adjusted EBITDA to Free Cash Flow Conversion (Trailing Twelve Months Ended December 27, 2025, Dollars in Millions) EBITDA represents net earnings (loss) plus (i) interest expense, (ii) income tax expense and bene
Slide 38: Adjusted EBITDA to Free Cash Flow Conversion, Continued
Depreciation and amortization (GAAP) 238 234 233 240 945 EBITDA (Non-GAAP) $ 910 $ 1,117 $ 1,005 $ 923 $ 3,955 Sysco Corporation and its Consolidated Subsidiaries Certain Item adjustments: Non-GAAP Impact of Reconciliation (Unaudited) restructuring and transformational project costs (1) $ 49 $ 74 $
Slide 39: Sysco: At the heart of food and service
S/sco At the heart of food and service