SYSCO CORP — Regulatory Filings 2008

Feb 8, 2008

FWP 1 h53626fwfwp.htm FREE WRITING PROSPECTUS - REGISTRATION NO.- REGISTRATION NO. 333-149086 fwp PAGEBREAK

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated February 7, 2008 Relating to Preliminary Prospectus Supplement dated February 7, 2008 to Prospectus dated February 6, 2008 Registration No. 333-149086

FINAL PRICING TERMS

| $250,000,000 4.20% Notes
due 2013 | |
| --- | --- |
| Issuer: | Sysco Corporation |
| Title of Security: | 4.20% Notes due 2013 |
| Size: | $250,000,000 |
| Maturity Date: | February 12, 2013 |
| Coupon: | 4.200% |
| Interest Payment Dates: | February 12 and August 12, commencing August 12, 2008 |
| Price to Public: | 99.835% |
| Benchmark Treasury: | 2.875% due January 31, 2013 |
| Benchmark Treasury Yield: | 2.787% |
| Spread to Benchmark Treasury: | T + 145 bps |
| Re-offer Yield: | 4.237% |
| Make-Whole Call: | T + 25 bps |
| Change of Control: | Upon the occurrence of both (i) a change of control
of Sysco Corporation and (ii) a downgrade of the
notes below an investment grade by two of three
rating agencies (Moody’s Investors Service, Inc.,
Standard & Poor’s Ratings Services and Fitch Inc.) within a specified
period, Sysco Corporation will be required to make
an offer to purchase the notes at a price equal to
101% of their principal amount, plus accrued and
unpaid interest to the date of repurchase. |
| Expected Settlement Date: | T + 3; February 12, 2008 |
| CUSIP Number: | 871829 AK3 |
| Anticipated Ratings: | A1 by Moody’s Investors Service, Inc. |
| | A+ by Standard & Poor’s Ratings Services |
| Joint Book-Running Managers: | Goldman, Sachs & Co. |
| | Merrill Lynch & Co. |
| | JPMorgan |
| Senior Co-Managers: | Barclays Capital, Mitsubishi UFJ Securities, TD Securities, Wachovia Securities, Wells Fargo Securities |
| Co-Managers: | BNY Capital Markets, Inc., BB&T Capital Markets,
Comerica Securities, Morgan Stanley, PNC Capital Markets LLC, The Williams
Capital Group, L.P., Zions
Bank |

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| $500,000,000 5.25% Notes
due 2018 | |
| --- | --- |
| Issuer: | Sysco Corporation |
| Title of Security: | 5.25% Notes due 2018 |
| Size: | $500,000,000 |
| Maturity Date: | February 12, 2018 |
| Coupon: | 5.250% |
| Interest Payment Dates: | February 12 and August 12, commencing August 12, 2008 |
| Price to Public: | 99.310% |
| Benchmark Treasury: | 4.250% due November 15, 2017 |
| Benchmark Treasury Yield: | 3.740% |
| Spread to Benchmark Treasury: | T + 160 bps |
| Re-offer Yield: | 5.340% |
| Make-Whole Call: | T + 30 bps |
| Change of Control: | Upon the occurrence of both (i) a change of control
of Sysco Corporation and (ii) a downgrade of the
notes below an investment grade by two of three
rating agencies (Moody’s Investors Service, Inc.,
Standard & Poor’s Ratings Services and Fitch Inc.) within a specified
period, Sysco Corporation will be required to make
an offer to purchase the notes at a price equal to
101% of their principal amount, plus accrued and
unpaid interest to the date of repurchase. |
| Expected Settlement Date: | T + 3; February 12, 2008 |
| CUSIP Number: | 871829 AL1 |
| Anticipated Ratings: | A1 by Moody’s Investors Service, Inc. |
| | A+ by Standard & Poor’s Ratings Services |
| Joint Book-Running Managers: | Goldman, Sachs & Co. |
| | Merrill Lynch & Co. |
| | JPMorgan |
| Senior Co-Managers: | Barclays Capital, Mitsubishi UFJ Securities, TD Securities, Wachovia Securities, Wells Fargo Securities |
| Co-Managers: | BNY Capital Markets, Inc., BB&T Capital Markets,
Comerica Securities, Morgan Stanley, PNC Capital Markets LLC, The Williams
Capital Group, L.P., Zions
Bank |

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman, Sachs & Co. toll free at 1-866-471-2526, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-866-500-5408, or J.P. Morgan Securities Inc. collect at (212) 834-4533.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via Bloomberg or another email system.

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