COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS

Sysco has company-sponsored defined benefit and defined contribution retirement plans for its employees. Also, the company provides certain health care benefits to eligible retirees and their dependents.

Defined Contribution Plans

In December 2012, the company amended its defined contribution 401(k) Plan to be a Safe Harbor Plan, a plan that treats all employees’ benefits equally within the plan, under Sections 401(k) and 401(m) of the Internal Revenue Code with respect to non-union employees and those union employees whose unions adopted the Safe Harbor Plan provisions. Effective January 1, 2013, the new Safe Harbor Plan provides that the company will make a non-elective contribution each pay period equal to 3% of a participant’s compensation. Additionally, the company will make matching contributions of 50% of a participant’s pre-tax contribution on the first 5% of the participant’s compensation contributed by the participant. Certain employees are also eligible for a transition contribution, and the company may also make discretionary contributions. For union employees who are members of unions that did not adopt the Safe Harbor Plan provisions, the plan provides that under certain circumstances the company may make matching contributions of up to 50% of the first 6% of a participant’s compensation.

Prior to the adoption of the Safe Harbor Plan in January 2013, the company’s defined contribution 401(k) plan provided that, under certain circumstances, the company may make matching contributions of up to 50% of the first 6% of a participant’s compensation.

The company also has a nonqualified, unfunded Management Savings Plan (MSP) available to key management personnel who are participants in the Management Incentive Plan. Participants may defer up to 50% of their annual salary and up to 100% of their annual bonus. The company will make a non-elective contribution each pay period equal to 3% of a participant’s compensation. Additionally, the company will make matching contributions of 50% of a participant’s pre-tax contribution on the first 5% of the participant’s eligible compensation that is deferred. Certain employees are also eligible for a transition contribution, and the company may also make discretionary contributions. All company contributions to the MSP are limited by the amounts contributed by the company to the participant’s 401(k) account.

Sysco’s expense related to its defined contribution plans was $125.4 million in fiscal 2015, $118.6 million in fiscal 2014, and $65.3 million in fiscal 2013.

Defined Benefit Plans

Sysco maintains a qualified pension plan (Retirement Plan) that pays benefits to participating employees at retirement, using formulas based on a participant’s years of service and compensation. During fiscal 2012, Sysco approved a plan to freeze future benefit accruals under the Retirement Plan as of December 31, 2012 for all U.S.-based salaried and non-union hourly employees. Effective January 1, 2013, these employees were eligible for additional contributions under the company’s defined contribution 401(k) plan.

In addition to receiving benefits upon retirement under the company’s Retirement Plan, certain key management personnel who were participants in the Management Incentive Plan are entitled to receive benefits under a Supplemental Executive Retirement Plan (SERP). This plan is a nonqualified, unfunded supplementary retirement plan. In November 2012, Sysco approved a plan to restructure its executive nonqualified retirement program including the SERP. Future benefit accruals have been frozen under this plan as of June 29, 2013, for all participants.

Also, the company provides certain health care benefits to eligible retirees and their dependents.

Funded Status

Accumulated pension assets measured against the obligation for pension benefits represents the funded status of a given plan. The funded status of Sysco’s company-sponsored defined benefit plans is presented in the table below. The caption “Pension Benefits” in the tables below includes both the Retirement Plan and the SERP.



	Pension Benefits						Other Postretirement Plans
	June 27, 2015			June 28, 2014			June 27, 2015			June 28, 2014
	(In thousands)
Change in benefit obligation:
Benefit obligation at beginning of year	$	3,671,708		$	3,089,022		$	12,611		$	14,248
Service cost	11,263			9,657			536			546
Interest cost	171,120			160,436			590			748
Amendments	914			(347		)	—			—
Actuarial (gain) loss, net	(86,129		)	492,720			(1,050		)	(3,280		)
Total disbursements	(89,749		)	(79,780		)	329			349
Benefit obligation at end of year	3,679,127			3,671,708			13,016			12,611
Change in plan assets:
Fair value of plan assets at beginning of year	2,937,519			2,518,009			—			—
Actual return on plan assets	80,225			474,538			—			—
Employer contribution	75,133			24,752			(329		)	(349		)
Total disbursements	(89,749		)	(79,780		)	329			349
Fair value of plan assets at end of year	3,003,128			2,937,519			—			—
Funded status at end of year	$	(675,999	)	$	(734,189	)	$	(13,016	)	$	(12,611	)

In order to meet a portion of its obligations under the SERP, Sysco has contributed to a rabbi trust, COLI policies on the lives of participants and interests in corporate-owned real estate assets. These assets are not included as plan assets or in the funded status amounts in the tables above and below. As they are held in a rabbi trust, these assets are available to satisfy the claims of the company’s creditors in the event of bankruptcy or insolvency of the company. The life insurance policies on the lives of the participants had carrying values of $97.2 million as of June 27, 2015 and $96.5 million as of June 28, 2014. Sysco is the sole owner and beneficiary of such policies.

The amounts recognized on Sysco’s consolidated balance sheets related to its company-sponsored defined benefit plans are as follows:



	Pension Benefits						Other Postretirement Plans
	June 27, 2015			June 28, 2014			June 27, 2015			June 28, 2014
	(In thousands)
Current accrued benefit liability (Accrued expenses)	$	(27,942	)	$	(25,712	)	$	(327	)	$	(313	)
Non-current accrued benefit liability (Other long-term liabilities)	(648,057		)	(708,477		)	(12,689		)	(12,298		)
Net amount recognized	$	(675,999	)	$	(734,189	)	$	(13,016	)	$	(12,611	)

Accumulated other comprehensive loss (income) as of June 27, 2015 consists of the following amounts that had not, as of that date, been recognized in net benefit cost:



	Pension Benefits		Other Postretirement Plans			Total
	(In thousands)
Prior service cost	$	50,109	$	730		$	50,839
Actuarial losses (gains)	1,101,051		(6,903		)	1,094,148
Total	$	1,151,160	$	(6,173	)	$	1,144,987

Accumulated other comprehensive loss (income) as of June 28, 2014 consists of the following amounts that had not, as of that date, been recognized in net benefit cost:



	Pension Benefits		Other Postretirement Plans			Total
	(In thousands)
Prior service cost	$	60,306	$	898		$	61,204
Actuarial losses (gains)	1,058,651		(6,287		)	1,052,364
Total	$	1,118,957	$	(5,389	)	$	1,113,568

The accumulated benefit obligation, which does not consider any salary increases for the remaining active union employees in the Retirement Plan, for the company-sponsored defined benefit pension plans was $3.7 billion and $3.7 billion as of June 27, 2015 and June 28, 2014, respectively.

Information for plans with accumulated benefit obligation/aggregate benefit obligation in excess of fair value of plan assets is as follows:



	Pension Benefits ⁽¹⁾				Other Postretirement Plans
	June 27, 2015		June 28, 2014		June 27, 2015		June 28, 2014
	(In thousands)
Accumulated benefit obligation/aggregate benefit obligation	$	3,667,031	$	3,660,227	$	13,016	$	12,611
Fair value of plan assets at end of year	3,003,128		2,937,519		—		—

⁽¹⁾ Information under Pension Benefits as of June 27, 2015 and June 28, 2014 includes both the Retirement Plan and the SERP.

Components of Net Benefit Costs and Other Comprehensive Income

The components of net company-sponsored pension costs for each fiscal year are as follows:



	Pension Benefits
	2015			2014			2013
	(In thousands)
Service cost	$	11,263		$	9,657		$	70,166
Interest cost	171,120			160,436			148,561
Expected return on plan assets	(228,624		)	(192,795		)	(171,201		)
Amortization of prior service cost	11,111			11,145			9,899
Amortization of actuarial loss	19,871			16,327			72,624
Curtailment loss	—			—			8,293
Net pension (benefits) costs	$	(15,259	)	$	4,770		$	138,342

The components of other postretirement benefit costs for each fiscal year are as follows:



	Other Postretirement Plans
	2015			2014			2013
	(In thousands)
Service cost	$	536		$	546		$	541
Interest cost	590			748			614
Amortization of prior service cost	168			168			168
Amortization of actuarial gain	(434		)	(143		)	(203		)
Amortization of transition obligation	—			—			141
Net other postretirement benefit costs	$	860		$	1,319		$	1,261

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) related to company-sponsored pension plans for each fiscal year are as follows:



	Pension Benefits
	2015			2014			2013
	(In thousands)
Amortization of prior service cost	$	11,111		$	11,145		$	18,192
Amortization of actuarial loss	19,871			16,327			72,624
Prior service cost arising in current year	(914		)	347			(53,902		)
Actuarial (loss) gain arising in current year	(62,270		)	(210,978		)	366,957
Net pension costs	$	(32,202	)	$	(183,159	)	$	403,871

Other changes in benefit obligations recognized in other comprehensive (loss) income related to other postretirement plans for each fiscal year are as follows:



	Other Postretirement Plans
	2015			2014			2013
	(In thousands)
Amortization of prior service cost	$	168		$	168		$	168
Amortization of actuarial gain	(434		)	(143		)	(203		)
Amortization of transition obligation	—			—			141
Actuarial (loss) gain arising in current year	1,050			3,280			(188		)
Net pension costs	$	784		$	3,305		$	(82	)

Amounts included in accumulated other comprehensive loss (income) as of June 27, 2015 that are expected to be recognized as components of net company-sponsored benefit cost during fiscal 2016 are:



	Pension Benefits		Other Postretirement Plans			Total
	(In thousands)
Amortization of prior service cost	$	11,202	$	169		$	11,371
Amortization of actuarial losses (gains)	22,186		(481		)	21,705
Total	$	33,388	$	(312	)	$	33,076

Employer Contributions

The company made cash contributions to its company-sponsored pension plans of $75.1 million and $24.8 million in fiscal years 2015 and 2014, respectively. There were no required contributions to the Retirement Plan to meet ERISA minimum funding requirements in fiscal 2015. The $50 million contribution to the Retirement Plan in fiscal 2015 was voluntary, as there were no required contributions to meet ERISA minimum funding requirements in fiscal 2015. There are no required contributions to the Retirement Plan to meet ERISA minimum funding requirements in fiscal 2016. The company’s contributions to the SERP and other post-retirement plans are made in the amounts needed to fund current year benefit payments. The estimated fiscal 2016 contributions to fund benefit payments for the SERP and other postretirement plans are $27.9 million and $0.3 million, respectively.

Estimated Future Benefit Payments

Estimated future benefit payments for vested participants, based on actuarial assumptions, are as follows:



	Pension Benefits		Other Postretirement Plans
	(In thousands)
2016	$	105,555	$	327
2017	115,844		546
2018	126,413		824
2019	137,300		1,035
2020	148,517		1,213
Subsequent five years	906,784		6,658

Assumptions

Weighted-average assumptions used to determine benefit obligations as of year-end were:



	June 27, 2015		June 28, 2014
Discount rate — Retirement Plan	4.84	%	4.74	%
Discount rate — SERP	4.63		4.59
Discount rate — Other Postretirement Plans	4.84		4.74
Rate of compensation increase — Retirement Plan	3.89		3.89

As benefit accruals under the SERP were frozen as of June 29, 2013, due to the plan freeze discussed above, future pay is not projected in the determination of the benefit obligation as of June 27, 2015 or June 28, 2014.

Weighted-average assumptions used to determine net company-sponsored pension costs and other postretirement benefit costs for each fiscal year were:



	2015		2014		2013
Discount rate — Retirement Plan	4.74	%	5.32	%	4.81	%
Discount rate — SERP	4.59	%	4.94	%	3.96	%	(1)
Discount rate — Other Postretirement Plans	4.74	%	5.32	%	4.81	%
Expected rate of return — Retirement Plan	7.75	%	7.75	%	7.75	%
Rate of compensation increase — Retirement Plan	3.89	%	3.89	%	5.30	%

⁽¹⁾ The SERP was remeasured in November 2012 as a result of the plan freeze discussed above. The rate in the table above reflects the discount rate as of this remeasurement.

As benefit accruals under the SERP were frozen as of June 29, 2013, due to the plan freeze discussed above, future pay is not projected in the determination of net pension costs related to the SERP for fiscal 2015 and fiscal 2014. For determining the net pension costs related to the SERP for fiscal 2013, the SERP calculations utilized an age-graded salary growth assumption.

A healthcare cost trend rate is not used in the calculations of postretirement benefit obligations because Sysco subsidizes the cost of postretirement medical coverage by a fixed dollar amount, with the retiree responsible for the cost of coverage in excess of the subsidy, including all future cost increases.

For guidance in determining the discount rate, Sysco calculates the implied rate of return on a hypothetical portfolio of high-quality fixed-income investments for which the timing and amount of cash outflows approximates the estimated payouts of the company-sponsored pension plans. The discount rate assumption is updated annually and revised as deemed appropriate. The discount rate to be used for the calculation of fiscal 2016 net company-sponsored benefit costs for the Retirement Plan is 4.84%. The discount rate to be used for the calculation of fiscal 2016 net company-sponsored benefit costs for the SERP is 4.63%. The discount rate to be used for the calculation of fiscal 2016 net company-sponsored benefit costs for the Other Postretirement Plans is 4.84%.

The expected long-term rate of return on plan assets assumption is net return on assets assumption, representing gross return on assets less plan expenses. The expected return is derived from a mathematical asset model that incorporates assumptions as to the various asset class returns, reflecting a combination of rigorous historical performance analysis and the forward-looking views of the financial markets regarding the yield on bonds, the historical returns of the major stock markets and returns on alternative investments. The rate of return assumption is reviewed annually and revised as deemed appropriate. The expected long-term rate of return to be used in the calculation of fiscal 2016 net company-sponsored benefit costs for the Retirement Plan is 7.25%.

Plan Assets

Investment Strategy

The company’s overall strategic investment objectives for the Retirement Plan are to preserve capital for future benefit payments and to balance risk and return commensurate with ongoing changes in the valuation of plan liabilities. Over time, the company intends to decrease the risk of the Retirement Plan’s investments in order to preserve the Retirement Plan’s funded status. In order to accomplish these objectives, the company oversees the Retirement Plan’s investment objectives and policy design, decides proper plan asset class strategies and structures, monitors the performance of plan investment managers and investment funds and determines the proper investment allocation of pension plan contributions and withdrawals. The company has created an investment structure for the Retirement Plan that takes into account the nature of the Retirement Plan’s liabilities. This structure ensures the Retirement Plan’s investments are diversified within each asset class, in addition to being diversified across asset classes with the intent to build asset class portfolios that are structured without strategic bias for or against any subcategories within each asset class. The company has also created a set of investment guidelines for the Retirement Plan’s investment managers to specify prohibited transactions, including borrowing of money except for real estate, private equity or hedge fund portfolios where leverage is a key component of the investment strategy and permitted in the investments’ governing documents, the purchase of securities on margin unless fully collateralized by cash or cash equivalents or short sales, pledging, mortgaging or hypothecating of any securities, except for loans of securities that are fully collateralized, market timing transactions and the direct purchase of the securities of Sysco or the investment manager. The purchase or sale of derivatives for speculation or leverage is also prohibited; however, investment managers are allowed to use derivative securities so long as they do not increase the risk profile or leverage of the manager’s portfolio.

The company’s target and actual investment allocation as of June 27, 2015 is as follows:



	Target Asset Allocation		Actual Asset Allocation
U.S. equity	24	%	24	%
International equity	24		25
Long duration fixed income	27		26
High yield fixed income	7		7
Alternative investments	18		18
			100	%

Sysco’s investment strategy is implemented through a combination of balanced and specialized investment managers, passive investment funds and actively-managed investment funds. U.S. equity consists of both large-cap and small-to-mid-cap securities. Long duration fixed income investments include U.S. government and agency securities, corporate bonds from diversified industries, asset-backed securities, mortgage-backed securities, other debt securities and derivative securities. High yield fixed income consists of below investment grade corporate debt securities and may include derivative securities. Alternative investments may include private equity, private real estate, hedge funds, timberland, and commodities investments. Investment funds are selected based on each fund’s stated investment strategy to align with Sysco’s overall target mix of investments. Actual asset allocation is regularly reviewed and periodically rebalanced to the target allocation when considered appropriate.

As discussed above, the Retirement Plan’s investments in equity, fixed income and alternative investments provide a range of returns and also expose the plan to investment risk. However, the investment policies put in place by the company require diversification of plan assets across issuers, industries and countries. As such, the Retirement Plan does not have significant concentrations of risk in plan assets.

Fair Value of Plan Assets

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. an exit price). See Note 5, “Fair Value Measurements,” for a description of the fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The following is a description of the valuation methodologies used for assets and liabilities held by Sysco's Retirement Plan measured at fair value.

Cash and cash equivalents: Valued at amortized cost, which approximates fair value due to the short-term maturities of these investments. Cash and cash equivalents is included as a Level 2 measurement in the table below.

Equity securities: Valued at the closing price reported on the exchange market. If a stock is not listed on a public exchange, such as an American Depository Receipt or some preferred stocks, the stock is valued using an evaluated bid price based on a compilation of observable market information. Inputs used include yields, the underlying security “best price”, adjustments for corporate actions and exchange prices of underlying and common stock of the same issuer. Equity securities valued at the closing price reported on the exchange market are classified as a Level 1 measurement in the table below; all other equity securities are included as a Level 2 measurement.

Fixed income securities: Valued using evaluated bid prices based on a compilation of observable market information or a broker quote in a non-active market. Inputs used vary by type of security, but include spreads, yields, rate benchmarks, rate of prepayment, cash flows, rating changes and collateral performance and type. All fixed income securities are included as a Level 2 measurement in the table below.

Investment funds: Funds holding debt, equity and exchange-traded real estate securities are valued at the net asset value (NAV) provided by the manager of each fund. The NAV is calculated as the underlying net assets owned by the fund, divided by the number of shares outstanding. The NAV is based on the fair value of the underlying securities within the fund. Non-exchange traded real estate funds are valued based on the proportionate interest held by the Retirement Plan, which is based on the valuations of the underlying real estate investments held by each fund. Each real estate investment is valued on the basis of a discounted cash flow approach. Inputs used include future rental receipts, expenses and residual values from a market participant view of the highest and best use of the real estate as rental property. The private equity funds are valued based on the proportionate interest held by the Retirement Plan, which is based on the valuations of the underlying private equity investments held by each fund. The hedge funds are valued based on the hedge funds' proportionate share of the net assets of the underlying private investment fund as determined by the underlying private investment fund's general partner. Indirectly-held investments are valued utilizing the latest financial reports supplied by the fund’s portfolio investments. Directly-held investments are valued initially based on transaction price and are adjusted utilizing available market data and investment-specific factors, such as estimates of liquidation value, prices of recent transactions in the same or similar issuer, current operating performance and future expectations of the particular investment, changes in market outlook and the financing environment. Investment funds holding debt, equity and exchange traded real-estate securities are included as a Level 2 measurement in the table below. The non-exchange traded real estate funds, hedge funds and private equity funds are included as Level 3 measurements.

Derivatives: Valuation method varies by type of derivative security.

•Credit default and interest rate swaps: Valued using evaluated bid prices based on a compilation of observable market information. Inputs used for credit default swaps include spread curves and trade data about the credit quality of the counterparty. Inputs used for interest rate swaps include benchmark yields, swap curves, cash flow analysis, and interdealer broker rates. Credit default and interest rate swaps are included as a Level 2 measurement in the table below.

•Foreign currency contracts: Valued using a standardized interpolation model that utilizes the quoted prices for standard-length forward foreign currency contracts and adjusts to the remaining term outstanding on the contract being valued. Foreign currency contracts are included as a Level 2 measurement in the table below.

•Futures and option contracts: Valued at the closing price reported on the exchange market for exchange-traded futures and options. Over-the-counter options are valued using pricing models that are based on observable market information. Exchange-traded futures and options are included as a Level 1 measurement in the table below; over-the-counter options are included as a Level 2 measurement.

The following table presents the fair value of the Retirement Plan’s assets by major asset category as of June 27, 2015:



	Assets Measured at Fair Value as of June 27, 2015
	Level 1		Level 2		Level 3		Total
	(In thousands)
Cash and cash equivalents	$	—	$	21,968	$	—	$	21,968
U.S. equity:
U.S. large-cap ⁽¹⁾	233,525		333,709		—		$	567,234
U.S. small-cap	154,598		—		—		154,598
International equity ⁽²⁾	—		732,595		—		$	732,595
Long duration fixed income:
Corporate bonds	—		567,280		—		$	567,280
U.S. government and agency securities	—		190,125		—		190,125
Other	—		4,343		—		4,343
Derivatives, net ⁽³⁾	—		1,078		—		$	1,078
High yield fixed income ⁽²⁾	—		204,175		—		204,175
Alternative investments:
Hedge Fund ⁽²⁾	—				335,265		335,265
Real estate ⁽²⁾	—		25,386		138,283		163,669
Private equity ⁽²⁾	—		—		52,891		$	52,891
Total investments at fair value	$	388,123	$	2,080,659	$	526,439	$	2,995,221
Other ⁽⁴⁾							7,907
Fair value of plan assets at end of year							$	3,003,128

⁽¹⁾ Include direct investments and investment funds.

⁽²⁾ Include investments in investment funds only.

⁽³⁾ Include credit default swaps, interest rate swaps and futures. The fair value of asset positions totaled $1.4 million; the fair

value of liability positions totaled $0.3 million.

⁽⁴⁾ Include primarily plan receivables and payables, net.

The following table presents the fair value of the Retirement Plan’s assets by major asset category as of June 28, 2014:



	Assets Measured at Fair Value as of June 28, 2014
	Level 1			Level 2		Level 3		Total
	(In thousands)
Cash and cash equivalents	$	—		$	51,066	$	—	$	51,066
U.S. equity:
U.S. large-cap ⁽¹⁾	218,165			777,627		—		995,792
U.S. small-cap	135,781			—		—		135,781
International equity ⁽²⁾	—			717,022		—		717,022
Long duration fixed income:
Corporate bonds	—			568,419		—		568,419
U.S. government and agency securities	—			171,617		—		171,617
Other	—			4,907		—		4,907
Derivatives, net ⁽³⁾	(127		)	352		—		225
High yield fixed income ⁽²⁾	—			102,041		—		102,041
Alternative investments:
Real estate ⁽²⁾	—			114,250		35,403		149,653
Private equity ⁽²⁾	—			—		31,204		31,204
Total investments at fair value	$	353,819		$	2,507,301	$	66,607	$	2,927,727
Other ⁽⁴⁾								9,792
Fair value of plan assets at the end of the year								$	2,937,519

⁽¹⁾ Include direct investments and investment funds.

⁽²⁾ Include investments in investment funds only.

⁽³⁾ Include credit default swaps, interest rate swaps and futures.

The fair value of asset positions totaled $0.8 million; the fair value of liability positions totaled $0.6 million.

⁽⁴⁾ Include primarily plan receivables and payables, net.

The following table sets forth a summary of changes in the fair value of the Retirement Plan’s Level 3 assets for each fiscal year:



	Real Estate Funds			Private Equity Funds		Hedge Funds		Total Level 3 Measurements
	(In thousands)
Balance, June 29, 2013	$	64,845		$	14,375	$	—	$	79,220
Actual return on plan assets:
Relating to assets still held at the reporting date	3,044			1,931		—		4,975
Relating to assets sold during the period	3,307			1,767		—		5,074
Purchases and sales, net	(35,793		)	13,131		—		(22,662		)
Transfers in and/or out of Level 3	—			—		—		—
Balance, June 28, 2014	$	35,403		$	31,204	$	—	$	66,607
Actual return on plan assets:
Relating to assets still held at the reporting date	8,122			2,438		12,265		22,825
Relating to assets sold during the period	1,062			1,780		—		2,842
Purchases and sales, net	93,696			17,469		323,000		434,165
Transfers in and/or out of Level 3	—			—		—		—
Balance, June 27, 2015	$	138,283		$	52,891	$	335,265	$	526,439

MULTIEMPLOYER EMPLOYEE BENEFIT PLANS

Defined Benefit Pension Plans

Sysco contributes to several multiemployer defined benefit pension plans in the U.S. 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 appointed by Sysco and the other employers contributing to the plan. Approximately 10% of Sysco’s current employees are participants in such multiemployer plans as of June 27, 2015.

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 U.S. 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 U.S. 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. There were no withdrawal liability provisions recorded in fiscal 2015, $1.5 million in fiscal 2014 and $41.9 million in fiscal 2013. As of June 27, 2015, Sysco had no liabilities recorded related to certain multiemployer defined benefit plans for which Sysco’s voluntary withdrawal had already occurred and had $1.4 million liabilities as of June 28, 2014. 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 $90.0 million as of June 27, 2015. 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, 2013 for a majority of the plans. As the valuation date for all of these plans was December 31, 2013, 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:



	2015		2014		2013
	(In thousands)
Individually significant plans	$	32,097	$	30,402	$	28,816
All other plans	6,047		45,627		36,923
Total contributions	$	38,144	$	76,029	$	65,739

Payments for voluntary withdrawals included in contributions were $1.4 million, $40.8 million and $31.8 million in fiscal 2015, 2014 and 2013, respectively.

Individually Significant Plans

The information in the following tables relate 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
12/31/15

As of
12/31/14

FIP/RP

Status

Surcharge

Imposed

Expiration

Date(s)

of CBA(s)

Western Conference of Teamsters Pension Plan

91-6145047-001

Green

N/A

4/26/14 to 11/7/20 (1)

Teamsters Pension Trust Fund of Philadelphia and Vicinity

23-1511735-001

Yellow

Implemented

N/A

7/31/16 to 7/20/20 (2)

New York State Teamsters
Conference Pension and
Retirement Fund

16-6063585-074

Red

Implemented

4/30/2017

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

52-6043608-001

Yellow

Implemented

N/A

8/31/2015

Minneapolis Food Distributing Industry Pension Plan

41-6047047-001

Green

Implemented

N/A

8/8/2017


(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 10% 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 31, 2016 and covers approximately 5% of the total Contribution Sysco is required to pay the fund. The remaining two agreements expire July 20, 2020 and cover the remaining 95% 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.



	Sysco Contributions						Sysco 5% of Total Plan Contributions
Pension Fund	2015		2014		2013		Year Ending 12/31/13	Year Ending 12/31/12
	(In thousands)
Western Conference of Teamsters Pension Plan	$	23,268	$	21,893	$	20,561	No	No
Teamsters Pension Trust Fund of Philadelphia and Vicinity	2,233		1,977		2,256		No	No
N.Y. State Teamsters Conference Pension and Retirement Fund	1,455		1,444		1,399		No	No
Truck Drivers and Helpers Local Union No. 355 Retirement Pension Fund	2,068		1,874		1,624		Yes	Yes
Minneapolis Food Distributing Industry Pension Plan	3,073		3,214		2,976		Yes	Yes

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