Sysco Corporation · NYSE:SYY
Sysco — Merger or Acquisition (March 2026)
31 slides from Sysco's merger presentation, Mar 30, 2026
Slide 1: Sysco to Acquire Restaurant Depot to Expand into Cash & Carry Channel
Sysco to Acquire Restaurant Depot to Expand into High- Margin, Growing and Resilient Cash & Carry Channel March 30, 2026
Slide 2: Forward-Looking Statements
FORWARD-LOOKING STATEMENTS This communication 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 CHAIR OF THE BOARD AND INTERIM CHIEF FINANCIAL OFFICER CHIEF EXECUTIVE OFFICER Previously CFO of Sysco’s U.S. Business 3
Slide 4: Today's Agenda
Today’s Agenda 1 Transaction Summary 2 Restaurant Depot Business Overview 3 Sysco Business Overview 4 Combination Strategic Merits 4
Slide 5: A Highly Compelling Transaction: Delivering More Value, Choice and Convenience
A Highly Compelling Transaction: Delivering More Value, Choice and Convenience Creating a Preeminent Delivering Significantly Unlocking Meaningful Multi-Channel Foodservice Enhanced Financial Profile2 Value Creation Distribution Platform Foodservice Revenue Adj. EBITDA3 FCF3,4 #1 Distributor Mid to
Slide 6: A Highly Compelling Transaction: Summary Overview
A Highly Compelling Transaction: Summary Overview ▪ $29.1 billion transaction value1 comprising $21.6 billion in cash and 91.5 million shares of Sysco; implies 14.6x Adj. Operating Transaction Income2 or 13.0x, including $250 million of annualized net cost synergies Details ▪ Transaction subject to
Slide 7: Restaurant Depot: Leading U.S. Wholesale Cash & Carry Foodservice Supplier
Restaurant Depot: Leading U.S. Wholesale Cash & Carry Foodservice Supplier #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, NY ~10,000 ~$16B
Slide 8: Restaurant Depot: Cash & Carry Represents a Large and Attractive Channel
Restaurant Depot: Cash & Carry The Cash & Carry Represents a Large and Attractive Advantages Channel Restaurant Depot is the leader in the $60-70B growing B2B Cash & Carry channel • Resilient business model Cash & Carry1 Channel Breakdown, U.S. Revenue Channel Growth, 2019-2025 Sales CAGR with struc
Slide 9: Restaurant Depot: Efficient Store Layout with Comprehensive Product Selection
Restaurant Depot: Efficient Store Layout with Comprehensive Product Selection Restaurant Depot’s Savings, Selection & Service – 7 Days a Week! Winning Formula • Savings: Low prices driven by lower cost to serve • Service: No delivery minimums and product available on demand • Selection: Broad offeri
Slide 10: Restaurant Depot: Purpose-Built Model for Chefs with Similar, Successful Club Store Attributes
Restaurant Depot: Purpose-Built Model for Chefs with Similar, Successful Club Store Attributes Business Model Club Stores Customer Focus ✓ Foodservice-specific Consumers and small businesses Breadth and Consistency of Assortment ✓ Extensive, consistent foodservice SKUs Rotating, seasonal, treasure h
Slide 11: Restaurant Depot: Strategic and Highly Productive Real Estate Footprint
Restaurant Depot: Strategic and Highly Differentiated Real Productive Real Estate Footprint with Attractive Store Economics Estate Strategy Overview of Real Estate Footprint • High-value real estate with first-to-market, strategic advantage in dense urban environments • 130 owned stores representing
Slide 12: Restaurant Depot: Consistent and Profitable Growth Over the Last Two Decades
Restaurant Depot: Consistent and Profitable Growth Over the Last Two Decades Restaurant Depot Historical Performance Over Time ($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 13: 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 35+ Years Experience 30+ Years Experience 25+ Years Experience 30+ Y
Slide 14: Sysco: Business at a Glance
Sysco: Business at a Glance FY 2025 Sales by Segment Largest and Only Global Foodservice Player Other1 International 2% 18% SYGMA 10% $81B+ 75,000 337 in FY 2025 Global Distribution US Foodservice Sales Colleagues Facilities 70% FY 2025 Sales by Customer Other2 17% #1 $10B+ ~730K Foodservice Special
Slide 15: Sysco: International a Compelling Growth Driver
Sysco: International a Compelling Growth Driver Net Sales Adj. Operating Income1 Adj. Operating Margin1 in billions in millions 8% 32% Doubled CAGR CAGR Margins ~$16 4%+ $14.6 $14.9 3.9% $13.6 ~$680 3.4% $11.8 $585 2.9% $492 $398 1.9% $229 FY22 FY23 FY24 FY25 FY26E2 FY22 FY23 FY24 FY25 FY26E2 FY22 F
Slide 16: Sysco: Driving Performance Today, Enabling Growth for Tomorrow
Sysco: Driving Performance Today, Enabling Growth for Tomorrow Positioned to Win Growing sales in 54 out of 57 years • #1 in broadline foodservice Fiscal Year Sales ($B) distribution across National, Local, and Specialty • Compelling cross-selling opportunities with Broadline & Specialty to fuel fut
Slide 17: Sysco: Q3 Update – Reiterating Guidance With Continued Positive Momentum Across Local
Sysco: Q3 Update – Reiterating Guidance With Continued Q3 2026 Positive Momentum Across Local Over 180bps of Sequential Improvement >3% ~$0.94 Local Case Growth Adj. EPS >3% 1.2% FY 2026 (0.2)% (1.4)% +3% to +5% $4.50-$4.60 (3.4)% Adj. EPS Sales Growth Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026E (High
Slide 18: Uniting Two Industry Leaders to Deliver Superior Customer Value Proposition
Uniting Two Industry Leaders to Deliver Superior Customer Value Proposition and Enhanced Financial Profile 01 Unite Complementary Foodservice Industry Leaders: Deliver an end-to-end value proposition across all customer types and purchase occasions 02 Expand High-Margin Local Business: Increase Sysc
Slide 19: Combining Two Industry Leaders with Attractive Businesses
Combining Two Industry Leaders with Attractive Businesses #1 in Foodservice Distribution #1 in Cash & Carry $90 $18 $80 $16 +6% CAGR +5% CAGR $70 $14 $60 $12 Sales in ($B) Sales in ($B) $50 $10 $40 $8 $30 $6 $20 $4 $10 $2 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2016 2017 2018 2019 2020 202
Slide 20: Preeminent Multi-Channel Foodservice Distribution Platform
Preeminent Multi-Channel Foodservice Distribution Platform Strategic Benefits Improved Service to Expanded Product Reaching New Fulfill All Customer Better Solutions for Complementary Local Businesses, Portfolios Customers Purchase Occasions Local Customer Needs Geographic Footprint Restaurants and
Slide 21: Expanding High-Margin Local Business
Expanding High-Margin Local Business Adj. EBITDA Margin1 % Restaurant Broadline Foodservice Distributors Club Stores Depot 13.0% Adds ~$16B Revenue to Local (1.5x) 6.7% 5.2% 5.4% 4.9% 4.7% 2.8% Restaurant Depot2 Sysco + Restaurant Sysco Peer 1 Peer 2 Peer 3 Peer 4 Depot Pro Forma3 Source: Company fi
Slide 22: Building a More Powerful Cash-Generating Engine for Investors
Building a More Powerful Cash- Improved Cash Generating Engine for Investors Generation Drives Value 1.5x Local Revenue: Sysco’s most profitable U.S. for Investors foodservice business • Committed to Investment ~45% ~55% Grade and focused on near-term de-leveraging ~20% • Enhancing our capital alloc
Slide 23: Unlocking Synergies by Integrating Purchasing and Supply Chain Operations
Unlocking Synergies by Integrating Purchasing and Supply Chain Operations Percent Category Contribution Tangible Cost-Driven Synergy Opportunity Procurement and Merchandising ~$250M Private Label (Manufacturing & Penetration) Annualized Cost Synergies Within First 3 Years Supply Chain Synergies to b
Slide 24: Bringing Restaurant Depot's Low-Cost Model to 125+ New Locations
Bringing Restaurant Depot’s Low-Cost Model to 125+ New Locations Sustained Price Leadership Robust Whitespace Opportunity Average customer price differential ~(20)% 125+ High confidence pipeline of new stores to be opened over at least the next two decades in the U.S. (5-6 stores per year) Foodservi
Slide 25: Compelling Value Creation Opportunities
Compelling Value Creation Opportunities Creating a Growing, More Resilient Multi-Channel Business Significantly Accelerated Increased Total Shareholder Return Local Revenue Enhanced Operating Significantly Stronger Free Margins Cash Flow Generation 25
Slide 26: Appendix: Non-GAAP Reconciliations
Appendix Non-GAAP Reconciliations 26
Slide 27: Impact of Certain Items
Impact of Certain Items The discussion of Sysco’s results and illustrative pro forma results include certain non-GAAP financial measures, including EBITDA and adjusted EBITDA, that we believe provide important perspective with respect to underlying business trends. Other than EBITDA and free cash fl
Slide 28: Sysco and its Consolidated Subsidiaries Non-GAAP Reconciliation (Unaudited)
Sysco and its Consolidated Subsidiaries Non-GAAP Reconciliation (Unaudited) Impact of Certain Items (Trailing Twelve Months, Dollars in Millions) 13-Week 13-Week 13-Week 13-Week 52- Week Period Ended Period Ended Period Ended Period Ended Period Ended Mar. 29, 2025 Jun. 28, 2025 Sep. 27, 2025 Dec. 2
Slide 29: Pro Forma Non-GAAP Reconciliation (Unaudited)
Pro Forma Non-GAAP Reconciliation (Unaudited) Impact of Certain Items (Dollars in Millions) Annualized Net Cost 52-Week Period Ended Dec. 27, 2025 Sysco Restaurant Depot Synergies Pro Forma Sales (GAAP) $ 82,646 $ 15,812 $ - $ 98,458 EBITDA adjusted for Certain Items $ 4,326 $ 2,063 $ 250 $ 6,639 (N
Slide 30: Sysco and its Consolidated Subsidiaries Non-GAAP Reconciliation (Unaudited)
Sysco and its Consolidated Subsidiaries Non-GAAP Reconciliation (Unaudited) Impact of Certain Items (Dollars in Millions) 52-Week 52-Week 52-Week 52-Week Period Ended Period Ended Period Ended Period Ended INTERNATIONAL FOODSERVICE OPERATIONS Jun. 28, 2025 Jun. 29, 2024 Jul. 1, 2023 Jul. 2, 2022 Sal
Slide 31: Projected International Adjusted Operating Income, Adjusted Operating Margin and Adjusted EPS Guidance
Projected International Adjusted Operating Income, Adjusted Operating Margin and Total Sysco Adjusted EPS Guidance Our international adjusted operating income, adjusted operating margin and total Sysco adjusted earnings per share are non-GAAP financial measures; however, we cannot predict with certa