SYSCO CORP — Regulatory Filings 2009

Mar 12, 2009

FWP 1 y66063fwfwp.htm FWP fwp PAGEBREAK

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated March 12, 2009 Relating to Preliminary Prospectus Supplement dated March 12, 2009 to Prospectus dated February 19, 2009 Registration No. 333-157413

FINAL PRICING TERMS

$250,000,000 5.375% Senior Notes due 2019

Issuer:	Sysco Corporation
Title of Security:	5.375% Senior Notes due 2019
Size:	$250,000,000
Maturity Date:	March 17, 2019
Coupon:	5.375%
Interest Payment Dates:	March 17 and September 17, commencing September 17, 2009
Price to Public:	99.321%
Benchmark Treasury:	2.75% due February 15, 2019
Benchmark Treasury Yield:	2.864%
Spread to Benchmark Treasury:	T + 260 bps
Re-offer Yield:	5.464%
Make-Whole Call:	T + 40 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 the three rating
agencies named below 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; March 17, 2009
CUSIP Number:	871829 AM9
Anticipated Ratings:	A1 by Moody’s Investors Service, Inc.
	A+ by Standard & Poor’s Ratings Services
Joint Book-Running Managers:	Goldman, Sachs & Co.
	Banc of America Securities LLC
Co-Managers	Barclays Capital
	Mitsubishi UFJ Securities
	TD Securities
	Wachovia Securities
	BB&T Capital Markets
	BNY Capital Markets, Inc.
	Comerica Securities
	PNC Capital Markets LLC
	The Williams Capital Group, L.P.

Folio 1 /Folio

PAGEBREAK

$250,000,000 6.625% Senior Notes due 2039

Issuer:	Sysco Corporation
Title of Security:	6.625% Senior Notes due 2039
Size:	$250,000,000
Maturity Date:	March 17, 2039
Coupon:	6.625%
Interest Payment Dates:	March 17 and September 17, commencing September 17, 2009
Price to Public:	98.061%
Benchmark Treasury:	4.5% due May 15, 2038
Benchmark Treasury Yield:	3.627%
Spread to Benchmark Treasury:	T + 315 bps
Re-offer Yield:	6.777%
Make-Whole Call:	T + 50 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 the three rating
agencies named below 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; March 17, 2009
CUSIP Number:	871829 AN7
Anticipated Ratings:	A1 by Moody’s Investors Service, Inc.
	A+ by Standard & Poor’s Ratings Services
Joint Book-Running Managers:	Goldman, Sachs & Co.
	Banc of America Securities LLC
Co-Managers	Barclays Capital
	Mitsubishi UFJ Securities
	TD Securities
	Wachovia Securities
	BB&T Capital Markets
	BNY Capital Markets, Inc.
	Comerica Securities
	PNC Capital Markets LLC
	The Williams Capital Group, L.P.

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 or Banc of America Securities LLC toll-free at 1-800-294-1322.

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.

Folio 2 /Folio