SYY Sysco Corp

Item 8.01 Other Events

Unless this Current Report on Form 8-K (this “Form 8-K”) indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Sysco,” or “the company” as used in this Form 8-K refer to Sysco Corporation together with its consolidated subsidiaries and divisions.

In the first quarter of fiscal 2017, Sysco completed the acquisition of Cucina Lux Investments Limited (a private company limited by shares organized under the laws of England and Wales), a holding company of the Brakes Group. This acquisition, combined with a change in how Sysco assesses performance and allocates resources, resulted in a change in Sysco’s segment reporting. This Form 8-K is being filed to reflect the new basis of segment reporting from Sysco’s previously filed Annual Report on Form 10-K for the fiscal year ended July 2, 2016 (the “2016 Form 10-K”). The rules of the U.S. Securities and Exchange Commission (the “SEC”) require that, when a registrant has a fundamental change, which might include a segment reporting change, the registrant must update outstanding registration statements on Form S-3 to reflect the change.

The new segment reporting is already reflected in Sysco’s Quarterly Reports on Form 10-Q for the quarters ended October 1, 2016 and December 31, 2016 (the “Form 10-Q”). In the exhibits to this Form 8-K, Sysco has revised applicable sections of Part I, Item 1, Business, Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), and Part II, Item 8, Financial Statements and Supplementary Data included in the company’s 2016 Form 10-K to reflect these changes and include the impact of a change in allocation between corporate and each segment that is not material but is consistent with management’s assessment of segment performance in fiscal 2017. The updates do not represent a restatement of previously issued financial statements.

The Business section, MD&A and Financial Statements and Supplementary Data filed with this Form 8-K are historical in nature and have not been updated in any way other than to reflect the new segment reporting and the immaterial allocation between corporate and the segments, as well as to correct certain information contained in the SYGMA segment discussion in MD&A. Except for the segment reporting and allocation revisions described above, the MD&A speaks as of August 29, 2016, the filing date of the 2016 Form 10-K. For this reason, the MD&A may include predictions or other forward-looking statements that are now outdated. No other information in our 2016 Form 10-K has been updated for events or developments that occurred, or facts that became known to management, subsequent to the initial filing of the 2016 Form 10-K with the SEC. For developments since the initial filing of the 2016 Form 10-K, and a current MD&A discussion about the company, please refer to our Form 10-Q. The information in this Form 8-K, including the exhibits, should be read in conjunction with the 2016 Form 10-K and subsequent SEC filings, including in particular, the Form 10-Q.

Certain statements made in the exhibits to this Form 8-K that look forward in time or express management’s expectations or beliefs with respect to the occurrence of future events are forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements were made as of August 29, 2016, and they have not been updated and may now be out of date. Such statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. In addition to developments, and facts that became known to management, subsequent to August 26, 2016, factors that might cause such differences include, but are not limited to, the risk factors discussed below. In addition, the success of Sysco’s three year strategic financial objectives could be affected by conditions in the economy and the industry and internal factors, such as the ability to control expenses, including fuel costs. Our expectations for the Brakes Acquisition could be impacted by unfavorable economic conditions in Europe. Our expectations regarding case growth and cost per case may be impacted by factors beyond our control, including actions by our competitors and/or customers. Our expectations for deflation could be impacted by market events and supplier costs. Company-sponsored pension plan liabilities are impacted by a number of factors including the discount rate for determining the current value of plan benefits and the expected rate of return on plan assets. The amount of shares repurchased in a given period is subject to a number of factors, including available cash and our general working capital needs at the time. Meeting our dividend target objectives depends on our level of earnings, available cash and the success of our various strategic initiatives. Our expectations regarding earnings per share and various items impacting earnings is subject to a number of factors, including our ability to manage operating expenses and the impact of

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Certain Items. Our plans with respect to growth in international markets and adjacent areas that complement our core business are subject to our other strategic initiatives, the allocation of resources, and plans and economic conditions generally. Legal proceedings and the adequacy of insurance are impacted by events, circumstances and individuals beyond the control of Sysco. Expectations of cash tax payments can be impacted by our performance. The need for additional borrowing or other capital is impacted by various factors, including capital expenditures or acquisitions in excess of those currently anticipated, levels of stock repurchases, or other unexpected cash requirements. Plans regarding the repayment of debt are subject to change at any time based on management’s assessment of the overall needs of the company. Capital expenditures may vary from those projected based on changes in business plans and other factors, including risks related to the timing and successful completions of acquisitions, construction schedules and the possibility that other cash requirements could result in delays or cancellations of capital spending. Our ability to finance capital expenditures as anticipated may be influenced by our results of operations, our borrowing capacity, share repurchases, dividend levels and other factors. Expectations regarding tax rates and the transfer of cash held in foreign jurisdictions are subject to various factors beyond our control and decisions of management throughout the fiscal year that are subject to change based on Sysco’s business needs. The anticipated impact of compliance with laws and regulations also involves the risk that estimates may turn out to be materially incorrect, and laws and regulations, as well as methods of enforcement, are subject to change.

Actual results may differ materially due in part to the risk factors set forth below and those discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 2, 2016:

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For a more detailed discussion of factors that could cause actual results to differ from those contained in the forward-looking statements, see the risk factors discussion contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 2, 2016.