14. MULTIEMPLOYER EMPLOYEE BENEFIT PLANS

Defined Benefit Pension Plans

Sysco contributes to several multiemployer defined benefit pension plans in the United States and Canada based on obligations arising under collective bargaining agreements covering union-represented employees. Sysco does not directly manage these multiemployer plans, which are generally managed by boards of trustees, half of whom are appointed by the unions and the other half by other employers contributing to the plan. Approximately 10% of Sysco’s current employees are participants in such multiemployer plans as of June 29, 2013.

The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:

·	Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.

·	If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

·	If Sysco chooses to stop participating in some of its multiemployer plans, Sysco may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

Based upon the information available from plan administrators, management believes that several of these multiemployer plans are underfunded. In addition, pension-related legislation in the United States requires underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their underfunding. As a result, Sysco expects its contributions to these plans to increase in the future. In addition, if a United States multiemployer defined benefit plan fails to satisfy certain minimum funding requirements, the Internal Revenue Service (IRS) may impose a nondeductible excise tax of 5% on the amount of the accumulated funding deficiency for those employers contributing to the fund.

Withdrawal Activity

Sysco has voluntarily withdrawn from various multiemployer pension plans. Total withdrawal liability provisions recorded were $41.9 million in fiscal 2013, $21.9 million in fiscal 2012 and $41.5 million in fiscal 2011. As of June 29, 2013 and June 30, 2012, Sysco had approximately $40.7 million and $30.7 million, respectively, in liabilities recorded related to certain multiemployer defined benefit plans for which Sysco’s voluntary withdrawal had already occurred. Recorded withdrawal liabilities are estimated at the time of withdrawal based on the most recently available valuation and participant data for the respective plans; amounts are subsequently adjusted to the period of payment to reflect any changes to these estimates. If any of these plans were to undergo a mass withdrawal, as defined by the Pension Benefit Guaranty Corporation, within the two plan years following the plan year in which we completely withdraw from that plan, Sysco could have additional liability. The company does not currently believe any mass withdrawals are probable to occur in the applicable two-plan year time frame relating to the plans from which Sysco has voluntarily withdrawn.

Potential Withdrawal Liability

Under current law regarding multiemployer defined benefit plans, a plan’s termination, Sysco’s voluntary withdrawal, or the mass withdrawal of all contributing employers from any underfunded multiemployer defined benefit plan would require Sysco to make payments to the plan for Sysco’s proportionate share of the multiemployer plan’s unfunded vested liabilities. Generally, Sysco does not have the greatest share of liability among the participants in any of the plans in which it participates. Sysco believes that one of the above-mentioned events is reasonably possible for certain plans in which it participates and estimates its share of withdrawal liability for these plans could have been as much as $80.0 million as of June 29, 2013. This estimate excludes plans for which Sysco has recorded withdrawal liabilities or where the likelihood of the above-mentioned events is deemed remote. This estimate is based on the information available from plan administrators, which had a valuation date of December 31, 2011. As the valuation date for all of these plans was December 31, 2011, the company’s estimate reflects the condition of the financial markets as of that date. Due to the lack of current information, management believes Sysco’s current share of the withdrawal liability could materially differ from this estimate.

Plan Contributions

Sysco’s contributions to multiemployer defined benefit pension plans were as follows for each fiscal year:



	2013		2012		2011
		(In thousands)
Individually significant plans	$	28,816	$	29,497	$	27,196
All other plans		36,923		38,611		6,819
Total contributions	$	65,739	$	68,108	$	34,015

Payments for voluntary withdrawals included in contributions were $31.8 million, $33.6 million and zero in fiscal 2013, 2012 and 2011, respectively. Contributions for individually significant plans and all other plans have been presented in the table above for all years based on the current year designation of individually significant plans. Prior periods amounts have been reclassified for consistency with the current year presentation.

Individually Significant Plans

The information in the following tables relates to multiemployer defined benefit pension plans which Sysco has determined to be individually significant to the company. To determine individually significant plans, the company evaluated several factors, including Sysco’s significance to the plan in terms of employees and contributions, the funded status of the plan and the size of company’s potential withdrawal liability if it were to voluntarily withdraw from the plan.

The following table provides information about the funded status of individually significant plans:

·	The “EIN-PN” column provides the Employer Identification Number (EIN) and the three-digit plan number (PN).

The “Pension Protection Act Zone Status” columns provide the two most recent Pension Protection Act zone statuses available from each plan. The zone status is based on information that the company received from the plan’s administrators and is certified by each plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the orange zone are both less than 80% funded and have an accumulated funding deficiency or are expected to have a deficiency in any of the next six plan years, plans in the yellow zone are less than 80% funded and plans in the green zone are at least 80% funded.

The “FIP/RP Status” column indicates whether a financial improvement plan (FIP) for yellow/orange zone plans or a rehabilitation plan (RP) for red zone plans is pending or implemented in the current year or was put in place in a prior year. A status of “Pending” indicates a FIP/RP has been approved but actual period covered by the FIP/RP has not begun. A status of “Implemented” means the period covered by the FIP/RP began in the current year or is ongoing.

The “Surcharge Imposed” column indicates whether a surcharge was paid during the most recent annual period presented for the company’s contributions to each plan in the red zone. If the company’s current collective bargaining agreement (CBA) with a plan satisfies the requirements of a pending but not yet implemented RP, then the payment of surcharges is not required and “No” will be reflected in this column. If the company’s current collective bargaining agreement (CBA) with a plan does not yet satisfy the requirements of a pending but not yet implemented RP, then the payment of surcharges is required and “Yes” will be reflected in this column.

Pension Protection Act
Zone Status

Pension Fund

EIN-PN

As of
12/31/13

As of
12/31/12

FIP/RP
Status

Surcharge
Imposed

Expiration
Date(s)
of CBA(s)

Western Conference of Teamsters Pension Plan

91-6145047-001

Green

N/A

9/28/13 to 2/15/19 ⁽¹⁾

Teamsters Pension Trust Fund of
Philadelphia and Vicinity

23-1511735-001

Yellow

Implemented

N/A

7/19/13 to 7/31/16 ⁽²⁾

New York State Teamsters
Conference Pension and
Retirement Fund

16-6063585-074

Red

Implemented

4/30/14

Truck Drivers and Helpers Local
Union No. 355 Retirement Pension
Fund

52-6043608-001

Yellow

Pending

N/A

3/1/15

Minneapolis Food Distributing
Industry Pension Plan

41-6047047-001

Green

Yellow

Implemented

N/A

8/10/13

⁽¹⁾	Sysco is party to 23 CBAs that require contributions to the Western Conference of Teamsters Pension Trust. Each agreement covers anywhere from less than 1% to 11% of the total contributions Sysco is required to pay the fund.

⁽²⁾

Sysco is party to three CBAs that require contributions to the Teamsters Pension Trust Fund of Philadelphia and Vicinity. One agreement expires July 19, 2013 and covers approximately 50% of the total contributions Sysco is required to pay the fund. The remaining two agreements expire July 31, 2016 and cover the remaining 50% of the total contributions Sysco is required to pay the fund.

The following table provides information about the company’s contributions to individually significant plans:

·	The “Sysco Contributions” columns provide contribution amounts based on Sysco’s fiscal years, which may not coincide with the plans’ fiscal years.

The “Sysco 5% of Total Plan Contributions” columns indicate whether Sysco was listed in the plan’s most recently filed Form 5500s as providing more than five percent of the total contributions to the plan, and the plan year-end is noted. As of the date these financial statements were filed with the SEC, Form 5500s were not available for plan years ending December 31, 2012.



		Sysco Contributions					Sysco 5% of Total Plan Contributions
Pension Fund	2013		2012		2011		Year Ending 12/31/11	Year Ending 12/31/10
		(In thousands)
Western Conference of Teamsters Pension Plan	$	20,561	$	19,829	$	19,490	No	No

Teamsters Pension Trust Fund of Philadelphia and Vicinity		2,256		2,227		2,009	No	No

New York State Teamsters Conference Pension and Retirement Fund		1,399		1,395		1,366	No	No

Truck Drivers and Helpers Local Union No. 355 Retirement Pension Fund		1,624		1,490		1,358	Yes	Yes

Minneapolis Food Distributing Industry Pension Plan		2,976		4,556		2,973	Yes	Yes

For all of the plans noted in the table above, minimum contributions outside of the agreed upon contractual rate are not required.