2015 EMPLOYEE STOCK PURCHASE PLAN PLAN SUMMARY AND PROSPECTUS

Transcription

1 SYSCO CORPORATION 2015 EMPLOYEE STOCK PURCHASE PLAN PLAN SUMMARY AND PROSPECTUS The date of this Plan Summary and Prospectus is December 23, 2014

2 TABLE OF CONTENTS Page INFORMATION ON THE EMPLOYEE STOCK PURCHASE PLAN... 1 QUESTIONS AND ANSWERS ABOUT THE PURCHASE PLAN What is the purpose of the ESPP? When will the ESPP become effective? How many shares of Common Stock may be issued under the ESPP? Who administers the ESPP? Am I eligible to participate in the ESPP? How will shares be made available for purchase under the ESPP? When may I become a participant? How do I become a participant? How much may I contribute towards purchases under the ESPP? May I change the rate of my Stock Purchase Contributions? What happens to my Stock Purchase Contributions? What happens if I am paid in currency other than U.S. Dollars? When will my purchase right be exercised? How will my purchase right be exercised? What is the purchase price of shares available through the ESPP? How is the fair market value of shares determined? How will I receive my purchased shares? How will I be able to view my account? Are there any limitations on the number of shares I may purchase? What restrictions apply on the purchased shares placed in a U.S. participant s Individual Brokerage Account? Are there other limitations of which I should be aware? What if there are not enough shares available to cover all the exercised purchase rights on a particular Exercise Date? What happens if my employment terminates? What happens if I go on an unpaid leave of absence? What happens if there is a change in the Company s capital structure? May I transfer my purchase rights under the ESPP? After becoming a stockholder, may I vote my shares? When may I sell my purchased shares? What restrictions apply if I am an executive officer subject to Section 16(b) of the Exchange Act? What restrictions apply if I am an affiliate? Should I be concerned about taxes? Can the Company terminate the ESPP? Can the ESPP be amended? What is the maximum duration of the ESPP? Does the ESPP have any impact on the terms of my employment? Is the ESPP subject to ERISA?... 8 QUESTIONS AND ANSWERS ON U.S. FEDERAL TAX CONSEQUENCES... 8 T1. Am I taxed on the money withheld to purchase stock under the ESPP?... 8 T2. Do I have to pay tax at the time stock is purchased by me under the ESPP?... 8 T3. When will I be subject to federal income tax on the purchased shares?... 8 T4. What is my tax liability when I sell the stock purchased under the ESPP?... 8 T5. Will my profit or loss be treated as ordinary income or as a capital gain or loss?... 8 T6. What if I make a qualifying disposition?... 9 i

3 T7. What if I make a disqualifying disposition of the shares for an amount in excess of their fair market value on the Exercise Date?... 9 T8. What if I make a disqualifying disposition of the shares for an amount less than their fair market value on the Exercise Date? T9. What are the applicable federal tax rates? T10. What if I die before disposing of the shares? COMPANY INFORMATION AND ANNUAL PLAN INFORMATION APPENDIX - TAX CONSEQUENCES FOR PARTICIPANTS RESIDENT IN CANADA ii

4 THIS DOCUMENT CONSTITUTES A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF INFORMATION ON THE EMPLOYEE STOCK PURCHASE PLAN Sysco Corporation, a Delaware corporation (the Company ), has established a new stock purchase program which will allow employees the opportunity to acquire shares of the Company s common stock, $1.00 par value (the Common Stock ) at periodic intervals through accumulated payroll deductions. The new program is officially titled the Sysco Corporation 2015 Employee Stock Purchase Plan and will be referred to in this document as the ESPP. The ESPP serves as the successor to the 1974 Employees Stock Purchase Plan, as amended (the Prior Plan ). The Prior Plan will terminate following the purchase of shares attributable to the Offering Period under the Prior Plan ending on December 31, QUESTIONS AND ANSWERS ABOUT THE ESPP This summary sets forth in question and answer format the major features of the ESPP and the principal rights and benefits available to the participating employees. 1. What is the purpose of the ESPP? The purpose of the ESPP is to encourage and enable the employees of the Company and its participating subsidiaries to acquire a proprietary interest in the Company through the ownership of shares of Common Stock. Increasing employees proprietary interest in the Company will assure a closer identification of employees interest with those of the Company by providing employees with a more direct stake in the Company s welfare, thereby stimulating the employees efforts on the Company s behalf and strengthening such employees desire to remain with the Company. 2. When will the ESPP become effective? The ESPP will become effective on January 1, How many shares of Common Stock may be issued under the ESPP? Up to 11,000,000 shares of Common Stock may be issued pursuant to the ESPP, which is comprised of 1,000,000 shares estimated to remain available for issuance under the Prior Plan as of January 1, 2015, plus 10,000,000 new shares authorized by the vote of stockholders. The shares will be made available either from the Company s authorized but unissued shares of Common Stock or from shares of Common Stock reacquired by the Company. If rights granted under the ESPP terminate or expire for any reason without having been exercised in full, the shares not purchased under the ESPP pursuant to those rights will be available again for purposes of the ESPP. 4. Who administers the ESPP? The ESPP is administered by the Compensation Committee ( Compensation Committee ) of the Board of Directors of the Company (the Board ). The Compensation Committee may delegate any or all of its administrative authority under the ESPP to a committee comprised of officers or senior level employees of the Company (the Administrative Committee ). In no event may the Administrative Committee have the authority to (i) increase the maximum number of shares available for issuance under the ESPP or the maximum number of shares that may be purchased per participant for any Offering Period, except for certain adjustments described below; (ii) modify the eligibility requirements under the ESPP; (iii) designate a subsidiary of the Company as a participating subsidiary; (iv) change the duration of Offering Periods or (v) change the purchase price for any Offering Period. The Compensation Committee or the Administrative Committee, to the extent such committee is carrying out the administrative duties of the ESPP, will be referred to in this document as the Plan Administrator

5 The Plan Administrator has the authority to construe the ESPP, to prescribe, amend and rescind rules and regulations relating to the ESPP and to make all other determinations necessary or advisable for administering the ESPP. The Plan Administrator may correct any defect, supply any omission or reconcile any inconsistency in the ESPP in the manner and to the extent that it deems expedient to carry it into effect, and it will be the sole and final judge of such expediency. The determinations of the Plan Administrator will be final and binding on all persons. 5. Am I eligible to participate in the ESPP? You will be eligible to participate in the ESPP if you are employed by the Company or any participating subsidiary on a basis under which you are regularly expected to work more than twenty hours per week for more than five months per calendar year. The Company s subsidiaries that are currently participating in the ESPP are listed on the attached Schedule A. Each U.S. corporation and Canadian corporation that becomes a subsidiary after the effective date of the ESPP will automatically become a participating subsidiary effective as of the Grant Date of the first Offering Period coincident with or next following the date on which such corporation becomes a subsidiary, unless the Plan Administrator determines otherwise prior to the Grant Date of the Offering Period. If you are employed by a U.S. or Canadian subsidiary of the Company that is not participating in the ESPP, the Plan Administrator may, but is not required to, authorize participation by your employer at a future date. 6. How will the shares be made available for purchase under the ESPP? Shares of Common Stock will be offered for purchase through a series of successive Offering Periods, each with a duration (not to exceed twenty-four months) determined by the Plan Administrator prior to the Grant Date. Until such time as the Plan Administrator determines otherwise, Offering Periods will have a duration of three months and run from January 1 to March 31, April 1 to June 30, July 1 to September 30 and October 1 to December 31. Accordingly, four separate Offering Periods will begin in each calendar year the ESPP remains in effect. The Plan Administrator may authorize one or more offerings under the ESPP that are not designed to comply with the requirements of Section 423 of the Internal Revenue Code, but with the requirements of the foreign jurisdictions in which those offerings are conducted. 7. When may I become a participant? You may enroll in the ESPP effective as of the Grant Date for any Offering Period in which you are eligible to participate. However, you may not participate in more than one Offering Period at the same time. For purposes of the ESPP, the first date of an Offering Period is referred to as the Grant Date and the last day of an Offering Period is referred to as the Exercise Date. On the Grant Date of each Offering Period in which you are eligible to participate, and elect to participate, you will be granted a purchase right to acquire shares of Common Stock. 8. How do I become a participant? In order to participate in a particular Offering Period, you must complete and submit the appropriate enrollment materials in accordance with procedures established by the Plan Administrator on or before the Grant Date of that Offering Period. The enrollment materials include a payroll deduction authorization. Unless otherwise specified by the Plan Administrator, once you are enrolled in the ESPP, your enrollment and contribution election will automatically remain in effect for each subsequent Offering Period in which you are eligible to participate, unless you change your rate of contribution, withdraw from the ESPP or otherwise cease to remain an eligible employee

6 9. How much may I contribute towards purchases under the ESPP? You may authorize payroll deductions of your eligible cash earnings for each Offering Period, subject to a minimum amount as may be specified by the Plan Administrator (currently 1%), up to maximum of 10% of your Eligible Compensation. Payroll deductions of Eligible Compensation that occur during an Offering Period for the purpose of purchasing shares under the ESPP are referred to as Stock Purchase Contributions. Your Eligible Compensation will include: (i) your regular base salary during your period of participation in the ESPP plus (ii) all overtime payments, bonuses, commissions, profit-sharing distributions and other incentive-type payments you received during such period. Your Eligible Compensation will be calculated before deduction of (A) any income or employment tax or other withholdings or (B) any contributions you make to any 401(k) salary deferral plan or any cafeteria benefit program now or hereafter established by the Company (or any subsidiary). However, your Eligible Compensation will not include any contributions made by the Company (or any subsidiary) on your behalf to any benefit or welfare plan now or hereafter established. The Plan Administrator may make modifications to the definition of Eligible Compensation for one or more offerings as deemed appropriate. Payroll deductions for Stock Purchase Contributions will begin on the first payday administratively practicable following the Grant Date of the applicable Offering Period in which you are enrolled and will continue (unless sooner terminated by you) through the payday ending with or immediately prior to the Exercise Date of that Offering Period. 10. May I change the rate of my Stock Purchase Contributions? You may increase or decrease your rate of Stock Purchase Contributions at any time. The revised rate will become effective as soon as administratively feasible following the Grant Date of the next Offering Period. You may, at any time, reduce your rate of Stock Purchase Contributions under the ESPP to 0%. Such reduction will become effective as soon as administratively practicable following the submission of the prescribed notification. Your existing Stock Purchase Contributions for the Offering Period in which such cessation occurs will be applied to the purchase of shares of Common Stock on the next scheduled Exercise Date. 11. What happens to my Stock Purchase Contributions? Except to the extent otherwise required by local law, your Stock Purchase Contributions will be included in the general assets of the Company and used for general corporate purposes and no interest will be paid or credited to your account. The full amount of your Stock Purchase Contributions will be applied to the purchase of Common Stock. 12. What happens if I am paid in currency other than U.S. Dollars? Your Stock Purchase Contributions will be accumulated initially in the currency in which they are collected from you. Your accumulated Stock Purchase Contributions will be converted into U.S. Dollars on the last day of the Offering Period on the basis of the exchange rate in effect on that date. The Plan Administrator will have the absolute discretion to determine the applicable exchange rate to be in effect for such date. You should note that you will be at risk for any changes or fluctuations in the exchange rate at which payroll deductions are converted from the currency in which paid by your employer into U.S. Dollars on the last day of each Offering Period. 13. When will my purchase right be exercised? Your purchase right will be exercised effective as of the Exercise Date. The first Exercise Date under the ESPP will occur on March 31, How will my purchase right be exercised? Your purchase right will be exercised by applying the amount of your Stock Purchase Contributions accumulated to the purchase of shares of Common Stock on each applicable Exercise Date. The actual number of shares purchased on your behalf on the Exercise Date for an Offering Period will be that number of shares of Common Stock (including fractional shares calculated to at least three decimal places) determined by - 3 -

7 dividing the purchase price for that Offering Period into the amount of your accumulated Stock Purchase Contributions for the Offering Period. Any payroll deductions not applied to the purchase of Common Stock will be refunded to you after such Exercise Date. (See Question 19, below, for further information concerning situations in which such a refund could occur.) 15. What is the purchase price of shares available through the ESPP? The purchase price per share of Common Stock will be equal to 85% of the fair market value per share of Common Stock on the Exercise Date for the Offering Period. However, the Plan Administrator may modify the purchase price per share of Common Stock with respect to future Offering Periods. In no event may the purchase price per share of Common Stock be less than 85% of the lower of (i) the fair market value per share of Common Stock on the Grant Date of that Offering Period or (ii) the fair market value per share of Common Stock on the Exercise Date of that Offering Period. 16. How is the fair market value of the shares determined? The fair market value per share on any relevant date under the ESPP will be the closing price of the Common Stock during regular trading hours on that date, as reported on the New York Stock Exchange, or, if there were no trades on that date, the closing price per share of the Common Stock on the first trading day prior to that date. 17. How will I receive my purchased shares? The shares purchased on your behalf under the ESPP will be deposited directly into an account established for you at a Company-designated brokerage firm. The account will be known as your Individual Brokerage Account. Your rights as a stockholder will begin only after the shares purchased pursuant to the ESPP are delivered to your Individual Brokerage Account. 18. How will I be able to view my account? After each Exercise Date, you will receive a confirmation of the shares purchased. In addition, throughout the Offering Period, the amount of accumulated Stock Purchase Contributions will be viewable under your account at the Company-designated brokerage firm. 19. Are there any limitations on the number of shares I may purchase? Yes. The following limitations apply: a. The total number of shares of Common Stock available for issuance under the ESPP will be limited to 11,000,000 shares, subject to the adjustments described under Question 25. b. The maximum number of shares of Common Stock that you may purchase for any Offering Period may not exceed 1,250 shares, with such share limitation to be subject to the adjustments described under Question 25. c. You may not purchase shares at a rate in excess of $25,000 worth of Common Stock (determined on the basis of the fair market value of the Common Stock on the Grant Date of the Offering Period) for each calendar year your purchase right for that Offering Period remains outstanding. d. Finally, no purchase right will be granted to any employee who, immediately after the grant of such right, would own (or otherwise hold options or other rights to purchase) stock possessing 5% or more of the total voting power or value of all classes of stock of the Company or any parent or subsidiary corporation

8 Any Stock Purchase Contributions collected from you, which cannot be applied to the purchase of Common Stock by reason of one or more of these limitations will be refunded. However, the Plan Administrator will have the discretionary authority, exercisable prior to the Grant Date of any Offering Period, to increase or decrease the limitations to be in effect for the number of shares purchasable per participant in an Offering Period. 20. What restrictions apply on the transfers of purchased shares placed in a U.S. participant s Individual Brokerage Account? A participant may sell shares any time following their initial deposit into the participant s Individual Brokerage Account. There are, however, restriction on transfer of shares that apply to certain participants. Specifically, if you are employed by the Company or a U.S. subsidiary, the following policies and procedures will be in place for any shares deposited to your Individual Brokerage Account until those shares have been held until the end of the two-year period measured from the Grant Date of the Offering Period in which those shares were purchased. Transfer Restriction: Except for gifts or sales, the deposited shares cannot be transferred from your Individual Brokerage Account until the transfer restricted period for those shares is met. This limitation will cover not only transfers to different brokerage firms but also transfers to different accounts with the same ESPP broker. However, once your shares have been held for the transfer restricted period, they may be transferred at any time thereafter to other accounts with any broker. This retention policy does not in any way limit when you may sell your shares. The policy simply requires that any sale of the ESPP shares prior to the satisfaction of the required holding period must be made through your Individual Brokerage Account in order to facilitate U.S. tax reporting. In addition, you may request a share transfer from your Individual Brokerage Account prior to the satisfaction of the transfer restricted period if you wish to make a gift of your shares (which may be a taxable event). However, the shares may not be transferred for use as collateral for a loan, unless those shares have been held for the transfer restricted period. The foregoing policies and procedures will apply to all shares purchased by each participant in the U.S., whether or not the participant continues in employee status. 21. Are there other limitations of which I should be aware? Should the $25,000 limit on the rate at which shares may become purchasable per calendar year under an outstanding purchase right (see paragraph (c) of Question 19) preclude a participant from purchasing additional shares of Common Stock for one or more Offering Periods in which he or she is enrolled, then no further Stock Purchase Contributions will be collected from such participant with respect to those Exercise Dates. The suspension of such deductions will not, however, terminate the participant s purchase right for that Offering Period, and Stock Purchase Contributions will automatically resume on his or her behalf once the participant is again able to purchase shares in compliance with the $25,000 limit. In addition, applicable regulations require that no additional Stock Purchase Contributions are permitted during the six-month period following an individual s receipt of a qualifying hardship withdrawal from a Company sponsored 401(k) plan. You should inform the Company if you receive such a hardship withdrawal. Following any required period of suspension, you will need to affirmatively act to resume payroll deductions for Stock Purchase Contributions under the ESPP. 22. What if there are not enough shares available to cover all the exercised purchase rights on a particular Exercise Date? If the total number of shares for which purchase rights are to be exercised on any Exercise Date exceeds the number of shares at the time available for issuance under the ESPP, then the Plan Administrator will make proportionate adjustments to eliminate such excess and allocate the available shares on a pro-rata basis, and any Stock Purchase Contributions not applied to the purchase of the available shares will be refunded

9 23. What happens if my employment terminates? Unless otherwise determined by the Plan Administrator, your participation in the ESPP will immediately cease should your employment with the Company or a participating subsidiary terminate for any reason. Any payroll deductions collected on your behalf for any incomplete Offering Period in which your termination or loss of eligibility occurs will be refunded. If your employment terminates on an Exercise Date, your Stock Purchase Contributions will be applied to a purchase for that Offering Period. 24. What happens if I go on an unpaid leave of absence? Unless otherwise determined by the Plan Administrator, deductions of your Stock Purchase Contributions will cease upon the commencement of your leave and will not resume unless you return to active service from your leave. Your existing Stock Purchase Contributions for the Offering Period in which your leave begins will be applied to the purchase of Common Stock on the next scheduled Exercise Date. Should you return to active service from your leave, your Stock Purchase Contributions will automatically resume at the rate in effect at the time your leave began, unless you withdraw from the ESPP or modify your then existing election prior to your return to active service. 25. What happens if there is a change in the Company s capital structure? Should shares of Common Stock be changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any (i) stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, subdivision or similar transaction, (ii) merger, reorganization or consolidation, (iii) a reclassification or change in par value, or (iv) other extraordinary or unusual event affecting the outstanding Common Stock as a class without the Company s receipt of consideration, or if the value of outstanding shares of Company Stock is substantially reduced as a result of a spinoff or the Company s payment of an extraordinary dividend or distribution to its stockholders, then, subject to any required action by the stockholders of the Company, the number and kind of shares of Common Stock available under the ESPP or subject to any limit or maximum under the ESPP shall automatically be proportionately adjusted, with no action required on the part of the Compensation Committee or otherwise to the extent necessary to prevent dilution or enlargement of the rights of participants under the ESPP. 26. May I transfer my purchase rights under the ESPP? No. Your purchase rights may not be assigned or transferred, except by will or the laws of descent and distribution. In the event you attempt to transfer your purchase rights under the ESPP in violation of the transfer restrictions under the ESPP, the Plan Administrator will terminate your right to purchase under the ESPP for the relevant Offering Period and refund the Stock Purchase Contributions you made during the relevant Offering Period. 27. After becoming a stockholder, may I vote my shares? Account. Yes, you may vote purchased shares that have been delivered to your Individual Brokerage 28. When may I sell my purchased shares? Shares purchased under the ESPP may be sold during any of the open trading periods that are in compliance with the Company s insider trading policy. However, the U.S. federal and state income tax treatment of the sale proceeds may be more favorable to you if you hold your shares for a certain period of time prior to sale (see below, Questions and Answers on U.S. Federal Tax Consequences). 29. What restrictions apply if I am an executive officer subject to Section 16(b) of the Exchange Act? Section 16(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act ), requires the Company to recover any profit realized by any executive officer from any purchase and sale, or sale and purchase, of shares of Common Stock made within a period of less than six months. The acquisition of shares of - 6 -

10 Common Stock under the ESPP by such an executive officer will not be treated as a purchase of those shares for short-swing liability purposes and will not have to be reported on any Form 4 or Form 5 report. However, the acquired shares of Common Stock must be included in the month-end or year-end holdings on any Form 4 or Form 5 report otherwise required of such executive officer with respect to any other transactions in the Common Stock. An executive officer s sale of shares of Common Stock acquired under the ESPP will, for short-swing liability purposes, be matched against any non-exempt purchases of Common Stock (e.g., open-market purchases) made by such officer within six months before or after the date of such sale. An executive officer s participation in the ESPP will be subject to, and such officer will be required to comply with, any and all restrictions and requirements imposed by the Plan Administrator, in its sole discretion, in order to insure that the exemption to Section 16(b) of the Exchange Act described above is available. 30. What restrictions apply if I am an affiliate? In general, persons with the power to manage and direct the policies of the Company, relatives of these people and trusts, estates, corporations or other entities controlled by any of these people or their relatives may be deemed to be affiliates of the Company. Affiliates of the Company are obligated to resell their shares of Common Stock in compliance with Rule 144 of the Securities and Exchange Commission ( SEC ). This rule requires such sales to be effected in broker s transactions or riskless principal transactions, as such terms are defined in the rule, and a written notice of each sale must be filed with the SEC at the time of such sale. The rule also limits the number of shares which may be sold in any three-month period to the greater of (i) 1% of the outstanding shares of Common Stock or (ii) the average weekly reported volume of trading in such shares on all securities exchanges during the four calendar weeks preceding the filing of the required notice of proposed sale. However, there will be Rule 144 holding period requirements applicable to the shares of Common Stock acquired under the ESPP. Officers of the Company should consult with Sysco s legal department before offering for sale any shares of Common Stock acquired under the ESPP in order to assure their compliance with Rule 144, Section 16, all other applicable provisions of federal and state securities laws and the Company s insider trading policy. 31. Should I be concerned about taxes? Yes. A description of the tax consequences resulting from participation in the ESPP is included below. However, you should consult your own tax advisor regarding the particular tax consequences to you when you buy Common Stock under the ESPP and when you later sell the shares. 32. Can the Company terminate the ESPP? Yes. The Board or the Compensation Committee may abandon or terminate the ESPP at any time. No termination of the ESPP may terminate or materially and adversely affect your rights under the ESPP with respect to a then outstanding right to purchase without your consent. 33. Can the ESPP be amended? Yes. The Compensation Committee may amend the ESPP at any time prior to the termination of the ESPP. However, certain amendments may require the approval of the Company s stockholders. No amendment may terminate or materially and adversely affect your rights under the ESPP with respect to a then outstanding right to purchase without your consent. 34. What is the maximum duration of the ESPP? The ESPP will in all events terminate upon the earliest of (i) the date on which all shares available for issuance under the ESPP have been issued or (ii) the date that the Board or the Compensation Committee takes action to terminate the ESPP

11 35. Does the ESPP have any impact on the terms of my employment? Neither the ESPP nor any outstanding purchase right is intended to constitute an employment contract or provide any employee with the right to remain in employment with the Company or any of its subsidiaries for any specific period. Terms of employment and the right of the Company or any of its subsidiaries to terminate your employment, with or without cause, depend entirely on the terms of employment otherwise existing between you and the Company or any of its subsidiaries, without regard to the ESPP. 36. Is the ESPP subject to ERISA? The ESPP is not subject to the provisions of the Employee Retirement Income Security Act of 1974 ( ERISA ) or Section 401(a) of the Internal Revenue Code. QUESTIONS AND ANSWERS ON U.S. FEDERAL TAX CONSEQUENCES The following is a general description of the U.S. federal income tax consequences of participation in the ESPP. You should understand, however, that this tax information is not complete. State and local tax treatment, which is not discussed below, may vary from such U.S. federal income tax treatment. You should consult with your own tax advisor as to the tax consequences of your particular transactions under the ESPP. T1. Am I taxed on the money withheld to purchase stock under the ESPP? Yes. Stock Purchase Contributions are made on an after-tax basis. The withholdings from your earnings that constitute your Stock Purchase Contributions are taxable income to you just as if you had actually received the money. The Stock Purchase Contributions are subject to all payroll taxes, such as federal, Social Security, Medicare, and state and local taxes. T2. Do I have to pay tax at the time stock is purchased by me under the ESPP? No. The ESPP is intended to be an employee stock purchase plan within the meaning of Section 423 of the Internal Revenue Code. Under a plan that so qualifies, federal income tax is not due at the time of purchase. T3. When will I be subject to federal income tax on the purchased shares? Generally, you will recognize income in the year in which you make a disposition of the purchased shares of Common Stock. The term disposition generally includes any transfer of legal title, whether by sale, exchange or gift, but does not include a transfer to your spouse or a transfer into joint ownership if you remain one of the joint owners or a transfer into your brokerage account. T4. What is my tax liability when I sell the stock purchased under the ESPP? Generally, you will include in income, and pay tax on, the difference between what you paid for the stock and the higher (i) of what you sold it for or (ii) the fair market value at the time of the purchase. The amount of tax due will depend on your personal tax situation and the tax characterization of any profit or loss on the sale as either ordinary income or as a capital gain or loss. T5. Will my profit or loss be treated as ordinary income or as a capital gain or loss? The characterization of the income you recognize varies and depends upon how long you hold the stock before you dispose of it. Generally, the length of the holding period will determine whether a sale is either a qualifying or a disqualifying disposition of the purchased shares. Generally, a disqualifying disposition will occur if you transfer your stock in a disposition within: (a) two years after the first date on which you were eligible to participate in the Offering Period in which you purchase the stock (typically, the Grant Date); or (b) one year after the issue of the stock to you (typically, the Exercise Date). In contrast, a qualifying disposition is any sale or other disposition that is made after both of those requirements are satisfied

12 When these two holding period tests are applied to the structure of the Sysco ESPP, it is the failure to meet the first holding period test that results in disqualifying dispositions. (Because Sysco s ESPP features numerous quarterly Offering Periods, if you have met the first holding period test, you will also meet the second holding period test.) T6. What if I make a qualifying disposition? You will recognize ordinary income in the year of the qualifying disposition equal to the lesser of (i) the amount by which the fair market value of the shares on the date of the qualifying disposition exceeds the purchase price paid for those shares or (ii) 15% of the fair market value of the shares on the Grant Date of the Offering Period during which those shares were purchased. Any additional gain recognized upon the qualifying disposition will be a long-term capital gain. (See Question T9, below, for an example of the tax rates applicable to capital gains.) If the fair market value of the shares on the date of the qualifying disposition is less than the purchase price you paid for the shares, there will be no ordinary income, and any loss recognized will be a long-term capital loss. Example: Assume you enter the ESPP on the January 1, 2015 Grant Date, when the fair market value per share of Common Stock is $30.00 per share. Assume further that on the March 31, 2015 Exercise Date, 100 shares of Common Stock are purchased on your behalf at a price of $29.75 per share, when the fair market value is assumed to be $35.00 per share. On February 15, 2017, more than two years after the Grant Date of that applicable Offering Period, you sell the shares for $40.00 per share in a qualifying disposition. The income tax treatment of your $10.25 profit per share will be as follows: Ordinary Income Per Share Long-Term Capital Gain Per Share The lower of (i) the excess of the $40.00 per share selling price over the $29.75 per share purchase price or (ii) 15% of the $30.00 fair market value per share on the Grant Date of the applicable Offering Period = $4.50 per share $40.00 per share selling price, less $34.25 ($29.75 purchase price plus $4.50 ordinary income) = $5.75 per share T7. What if I make a disqualifying disposition of the shares for an amount in excess of their fair market value on the Exercise Date? You will recognize ordinary income in the year of the disqualifying disposition equal to the excess of (i) the fair market value of the shares on the Exercise Date over (ii) the purchase price paid for the shares. Any additional gain recognized upon the disqualifying disposition will be capital gain, which will be short-term if the shares are held for one year or less and long-term if the shares are held for more than one year. The amount of ordinary income you recognize upon such a disqualifying disposition will be reported by the Company on your Form W-2 wage statement for the year of such disposition. Example: Assume you enter the ESPP on the January 1, 2015 Grant Date, when the fair market value per share of Common Stock is $30.00 per share. Assume further that on the March 31, 2015 Exercise Date, 100 shares of Common Stock are purchased on your behalf at a price of $29.75 per share when the fair market value is assumed to be $35.00 per share. On January 30, 2016, less than two years after the Grant Date of the applicable Offering Period in which those shares were purchased and less than one year after the actual Exercise Date, you sell those shares for $37.00 per share in a disqualifying disposition. The income tax treatment of your $7.25 per share profit will be as follows: - 9 -

13 Ordinary Income Per Share Short-Term Capital Gain Per Share $35.00 fair market value per share on the Exercise Date less $29.75 per share purchase price = $5.25 per share $37.00 per share selling price less $35.00 fair market value per share on the Exercise Date = $2.00 per share T8. What if I make a disqualifying disposition of the shares for an amount less than their fair market value on the Exercise Date? In this scenario, you will recognize separately both ordinary income and a capital loss in the year of the disqualifying disposition. Ordinary Income. You will recognize ordinary income in the year of the disqualifying disposition equal to the excess of (i) the fair market value of the shares on the Exercise Date over (ii) the purchase price paid for the shares. The amount of such ordinary income will be reported by the Company on your Form W-2 wage statement for the year of such disposition. Capital Loss. Cost basis is used to determine the proper amount of gain or loss on the sale of your shares. Your cost basis in the purchased shares generally will be equal to the amount you paid to acquire the shares, plus any amount of ordinary income you recognize in connection with their acquisition. Accordingly, upon the subsequent disqualifying disposition of those shares, you will recognize a capital loss per share equal to the excess of (i) the cost basis per share over (ii) the amount realized per share upon the disqualifying disposition. That loss can be used to offset any capital gain (whether short-term or long-term) you recognize in the same taxable year. Any remaining capital loss may then be applied to offset up to $3,000 of ordinary income ($1,500 for a married person filing a separate return) per year. To the extent that you have a remaining capital loss after such an offset to your ordinary income, you may carry the remainder forward to an unlimited number of subsequent taxable years to offset future capital gain and up to $3,000 of ordinary income ($1,500 for a married person filing a separate return) per year until that loss is exhausted. Because the capital loss limitation may prevent you from applying all of your capital loss as a deduction against your ordinary income in a single taxable year, you may have to recognize ordinary income in instances where you have otherwise sustained an economic loss. Example: Assume you enter the ESPP on the January 1, 2015 Grant Date, when the fair market value per share of Common Stock is $30.00 per share. Assume further that on the March 31, 2015 Exercise Date, 100 shares of Common Stock are purchased on your behalf at a price of $29.75 per share when the fair market value is assumed to be $35.00 per share. On January 30, 2016, less than two years after the Grant Date of the applicable Offering Period in which those shares were purchased and less than one year after the actual Exercise Date, you sell those shares for $25.00 per share in a disqualifying disposition. Although you will have sustained an economic loss of $4.75 per share ($29.75 purchase price less $25.00 selling price), your tax treatment will be as follows: Ordinary Income Per Share Short-Term Capital Loss Per Share $35.00 fair market value per share on the Exercise Date less $29.75 per share purchase price = $5.25 ordinary income per share $35.00 fair market value per share on the Exercise Date less $25.00 per share selling price = $10.00 short-term capital loss per share Even though you have sustained an economic loss of $4.75 per share in the disqualifying disposition, you will nevertheless recognize ordinary income in the amount of $5.25 per share in connection with the acquisition of your ESPP shares. As a result of that income recognition, your cost basis in the purchased shares will be increased to $35.00 per share, and you will recognize a capital loss of $10.00 per share when those shares are subsequently sold in the disqualifying disposition for $25.00 per share. To the extent that you are unable to use the $10.00 capital loss per share to offset other capital gain and $3,000 of ordinary income ($1,500 for a married person filing a separate return) in the year of the disqualifying disposition, that loss can be carried forward to future taxable years

14 Please note that your ability to deduct capital losses will depend upon your particular tax situation. Accordingly, you are urged to consult with your own tax advisor as to the tax consequences of your particular transactions under the ESPP. T9. What are the applicable federal tax rates? Regular Tax Rates. As of January 1, 2015, the maximum federal tax rate is 39.6% and applies to ordinary income in excess of $413,201 for single individuals, $439,001 for heads of households, $464,850 for married individuals filing jointly and surviving spouses and $232,426 for married individuals filing separately. The applicable thresholds are subject to cost-of-living adjustments in taxable years beginning after December 31, Capital Gain Tax Rates. Short-term capital gains are subject to the same tax rates as ordinary income. Long-term capital gains recognized in calendar year 2015, for example, will be subject to a maximum federal tax rate of 15% (20% for taxpayers whose marginal tax rate on ordinary income for the year is at the 39.6% level or 0% for taxpayers whose marginal tax rate on ordinary income for the year is at the 10% or 15% level). Capital gains may also be subject to a 3.8% unearned income Medicare contribution tax. The tax will apply to taxpayers with a modified adjusted gross income in excess of $250,000 for married individuals filing jointly and surviving spouses, $125,000 for married individuals filing separately and $200,000 for all other taxpayers. For those who must pay the tax, the amount of tax owed will be equal to 3.8% multiplied by the lesser of (i) net investment income or (ii) the amount by which their modified adjusted gross income exceeds the applicable threshold specified above. Net investment income includes taxable net capital gains, as well as interest, dividends, non-qualified annuities, royalties, and rents. The threshold amounts are not indexed for inflation. T10. What if I die before disposing of the shares? The personal representative of your estate must report as ordinary income in the year of your death the lesser of (i) the amount by which the fair market value of the shares on the date of your death exceeds the purchase price paid for such shares or (ii) 15% of the fair market value of the shares on the Grant Date of the Offering Period during which those shares were purchased. COMPANY INFORMATION AND ANNUAL PLAN INFORMATION Sysco Corporation is a Delaware corporation which maintains its principal executive offices at 1390 Enclave Parkway, Houston, Texas The telephone number at the executive offices is (281) You may contact the Company at this address or telephone number for further information concerning the ESPP and its administration. At your request, which can be made orally or in writing, the Company will provide to you, without charge, additional documents concerning the Company and the ESPP. Such documents include: The Company s annual report to stockholders, if any, and other stockholder communications that the SEC requires the Company to distribute to you; An additional copy of this Plan Summary and Prospectus, any subsequent amendments and any other document constituting part of this Plan Summary and Prospectus; and Documents that are incorporated by reference in the Registration Statement on Form S-8 that the Company filed with the SEC to register the offer and sale of our common stock under the ESPP (except that exhibits to such documents will not be provided without charge unless such exhibits are specifically incorporated by reference into such documents). The SEC allows the Company to incorporate by reference into this Plan Summary and Prospectus the information the Company files with it, which means that the Company can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this Plan Summary and Prospectus. Information filed subsequently with the SEC will update and supersede this information and may update and supersede information included in this Plan Summary and Prospectus. The Company

15 incorporates by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the Company files a post-effective amendment to the Registration Statement on Form S-8, which indicates that all securities offered by this Plan Summary and Prospectus have been sold or deregistering all securities remaining unsold. The previously filed documents that the Company incorporates by reference are: (a) The Company s Annual Report on Form 10-K for the fiscal year ended June 28, (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report referred to in subparagraph (a) above. (c) The description of the Company s common stock contained in the Company s registration statement on Form 8-A under Section 12 of the Exchange Act, and any amendment or report filed for the purposes of updating such description. The Company will also deliver to each participant in the ESPP who does not otherwise receive such materials a copy of all reports, proxy statements and other communications distributed to the stockholders. Unless expressly incorporated into this Plan Summary and Prospectus, a report furnished on Form 8-K will not be incorporated by reference into this Plan Summary and Prospectus. This Plan Summary and Prospectus is intended to provide a summary of the ESPP, and in the event of any conflict between the terms of the ESPP and this Plan Summary and Prospectus, the terms of the ESPP shall govern

16 APPENDIX TAX CONSEQUENCES FOR PARTICIPANTS RESIDENT IN CANADA The following is a description of the tax consequences in Canada of participation in the ESPP. You should note that tax laws change frequently. Accordingly, you should consult with your own tax advisor as to the tax consequences of your particular transactions under the ESPP. You are particularly advised to do so if you are not a resident of Canada or if you are on or have recently returned from an international assignment, as the tax rules applying to you may not be as set out below. In addition, provincial taxes are not discussed below. T1. Will the grant of a purchase right result in taxable income? No. The grant of a purchase right does not result in taxable income to you. T2. Will the purchase of shares result in taxable income? Yes. You will recognize taxable income upon the purchase of shares in an amount equal to the difference between the fair market value of the shares on the Exercise Date and the price paid for the shares. This income will be treated as compensation income and taxed at your marginal tax rate. The Company will withhold all applicable income and social taxes with respect to that income. T3. Will I be subject to tax when I subsequently sell the Shares? Generally, you will recognize income in the year in which you sell or otherwise dispose of the shares. If the shares are held as capital property, then upon the subsequent disposition, a capital gain will accrue to the extent that sales proceeds exceed the "adjusted cost base" of the shares. Fifty percent of capital gain is included in taxable income (and taxed at the appropriate marginal income tax rates) for the taxation year in which the shares are sold

17 SCHEDULE A LIST OF PARTICIPATING SUBSIDIARIES AS OF JANUARY 1, 2015 INITIAL OFFERING PERIOD A La Carte, LLC Scorpion Company II, LLC Sysco Knoxville, LLC A.M. Briggs, Inc. SFS Canada I, LP Sysco Leasing, LLC Buckhead Beef Company SFS Canada II, LP Sysco Lincoln Transportation Company, Inc. BuzzTable, Inc. SFS GP I, Inc. Sysco Lincoln, Inc. Conan Foods Inc. SFS GP II, Inc. Sysco Long Island, LLC Contract Administrative Services, Inc. SMS Lux Holdings LLC Sysco Los Angeles, Inc. Dust Bowl City, LLC Specialty Meat Holdings, LLC Sysco Louisiana Seafood, LLC Economy Foods, Inc. Sysco Albany, LLC Sysco Louisville, Inc. Enclave Properties, LLC Sysco Asian Foods, Inc. Sysco Memphis, LLC European Imports, Inc. Sysco Atlanta, LLC Sysco Merchandising and Supply Chain Services, Inc. Freedman Food Service of Dallas, Inc. Sysco Baltimore, LLC Sysco Metro New York, LLC Freedman Food Service of Denver, Inc. Sysco Baraboo, LLC Sysco Minnesota, Inc. Freedman Food Service of San Antonio, LP Sysco Boston, LLC Sysco Montana, Inc. Freedman Food Service, Inc. Sysco Canada, Inc. Sysco Nashville, LLC Freedman Meats, Inc. Sysco Central Alabama, Inc. Sysco Netherlands Partners, LLC Freedman KB, Inc. Sysco Central California, Inc. Sysco Newport Meat Company FreshPoint Arizona, Inc. Sysco Central Florida, Inc. Sysco North Central Florida, Inc. FreshPoint Atlanta, Inc. Sysco Central Illinois, Inc. Sysco North Dakota, Inc. FreshPoint California, Inc. Sysco Central Pennsylvania, LLC Sysco Northern New England, Inc. FreshPoint Central California, Inc. Sysco Charlotte, LLC Sysco Philadelphia, LLC FreshPoint Central Florida, Inc. Sysco Chicago, Inc. Sysco Pittsburgh, LLC FreshPoint Connecticut, LLC Sysco Cincinnati, LLC Sysco Portland, Inc. FreshPoint Dallas, Inc. Sysco Cleveland, Inc. Sysco Raleigh, LLC FreshPoint Denver, Inc. Sysco Columbia, LLC Sysco Resources Services, LLC FreshPoint Las Vegas, Inc. Sysco Connecticut, LLC Sysco Riverside, Inc. FreshPoint North Carolina, Inc. Sysco Corporation Sysco Sacramento, Inc. FreshPoint North Florida, Inc. Sysco Detroit, LLC Sysco San Diego, Inc. FreshPoint Oklahoma City, LLC Sysco Disaster Relief Foundation, Inc. Sysco San Francisco, Inc

18 FreshPoint Pompano Real Estate, LLC Sysco Eastern Maryland, LLC Sysco Seattle, Inc. FreshPoint Puerto Rico, LLC Sysco Eastern Wisconsin, LLC Sysco South Florida, Inc. FreshPoint San Francisco, Inc. Sysco Foundation, Inc. Sysco Southeast Florida, LLC FreshPoint South Florida, Inc. Sysco Global Resources, LLC Sysco Spokane, Inc. FreshPoint South Texas, LP Sysco Global Services, LLC Sysco St. Louis, LLC FreshPoint Southern California, Inc. Sysco Grand Rapids, LLC Sysco Syracuse, LLC FreshPoint Tomato, LLC Sysco Guest Supply Canada Inc. Sysco USA I, Inc. FreshPoint Vancouver, Ltd. Sysco Guest Supply, LLC Sysco USA II, LLC FreshPoint, Inc. Sysco Gulf Coast, Inc. Sysco Ventura, Inc. Fulton Provision Co. Sysco Hampton Roads, Inc. Sysco Ventures, Inc. Goldberg and Solovy Foods, Inc. Sysco Holdings, LLC Sysco Virginia, LLC Guest Packaging, LLC Sysco Indianapolis, LLC Sysco West Coast Florida, Inc. Houston Meat & Seafood, LLC Sysco International Food Group, Inc. Sysco Western Minnesota, Inc. Iowa Premium Beef, LLC Sysco International, ULC Sysco Desert Meats Company, Inc. Leapset, Inc. Sysco Iowa, Inc. The SYGMA Network, Inc. Malcolm Meats Company Sysco Jackson, LLC Walker Foods, Inc. Restaurant of Tomorrow, Inc. Sysco Jacksonville, Inc. Scorpion Corporation I, Inc. Sysco Kansas City, Inc. 2.