RYDER SYSTEM INC — Capital/Financing Update 2006

May 1, 2006

FWP 1 g01213fwp.htm RYDER SYSTEM INC. Ryder System Inc. PAGEBREAK

Filed pursuant to Rule 433 Registration Statement No. 333-128661

May 1, 2006

FINAL TERM SHEET

RYDER SYSTEM, INC. Medium-Term Notes (Registered Notes-Fixed Rate) Due Nine Months or More from Date of Issue

Trade Date:	May 1, 2006
Principal Amount:	$250,000,000
Public Offering Price:	99.817%
Issue Date:	May 4, 2006
Maturity Date:	May 2, 2011
Interest Rate:	5.95%
Day Count:	30/360
Net Proceeds to Ryder:	$248,292,500
Interest Payment Dates:	Semi-annually on May 2 and November 2 of each year, commencing
November 2, 2006 and at Maturity.
Underwriters’ Commission:	0.50%
Record Dates:	April 16 and October 17
Form:	x Book Entry o Certificated
Redemption:	o The Notes cannot be redeemed prior to maturity. x The Notes may be redeemed prior to maturity.
Optional Redemption:	o No x Yes
	Other Terms
	The Notes will be redeemable as a whole at any time or in part
from time to time, at our option, at a redemption price equal to
the greater of:
	(i) 100% of the principal amount of the Notes being redeemed, or

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| (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the notes being redeemed
from the redemption date to May 2, 2011 discounted to the redemption
date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 15 basis
points, plus, in either case, any interest accrued but not paid
to the date of redemption. |
| --- |
| “Treasury Rate” means, with respect to any redemption date for
the Notes, |
| (i) the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently
published statistical release designated “H. 15(519)” or any
successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months
before or after the maturity date for the Notes, yields for the
two published maturities most closely corresponding to the
Comparable Treasury Issue will be determined and the Treasury
Rate shall be interpolated or extrapolated from those yields on a
straight line basis, rounding to the nearest month), or |
| (ii) if the release referred to in (i) (or any successor release)
is not published during the week preceding the calculation date
or does not contain the yields referred to above, the rate per
year equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for that
redemption date. |
| The Treasury Rate will be calculated on the third Business Day
preceding the redemption date. |
| “Comparable Treasury Issue” means the United States Treasury
security selected by an “Independent Investment Banker” as having
a maturity comparable to the remaining term of the Notes to be
redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the
remaining term of the Notes. |
| “Independent Investment Banker” means, with respect to any
redemption date for the Notes, Morgan Stanley & Co. Incorporated
and its successors or, if such firm or any successor to such
firm, as the case may be, is unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee after
consultation with us. |
| “Comparable Treasury Price” means with respect to any redemption
date for the Notes, |
| (i) the average of four Reference Treasury Dealer Quotations for
the redemption date, after excluding the highest and lowest of
those Reference Treasury Dealer Quotations, or |

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| | (ii) if the Trustee obtains fewer than four Reference Treasury
Dealer Quotations, the average of all quotations obtained.
“Reference Treasury Dealer” means Banc of America Securities LLC,
Greenwich Capital Markets, Inc. and Morgan Stanley & Co.
Incorporated and one other primary U.S. government securities
dealer in the United States (each, a “Primary Treasury Dealer”)
appointed by the Trustee in consultation with us. If any
Reference Treasury Dealer ceases to be a Primary Treasury Dealer,
we will substitute another Primary Treasury Dealer for that
dealer. |
| --- | --- |
| | “Reference Treasury Dealer Quotations” means, with respect to
each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the
Trustee by that Reference Treasury Dealer, at 5:00 p.m. on the
third Business Day preceding the redemption date. |
| | Notice of any redemption will be mailed at least 30 days but no
more than 60 days before the redemption date to each holder of
Notes to be redeemed. |
| | Unless we default in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the
Notes or portions of the Notes called for redemption. |
| Repayment at Option of Holder: | x The holder has no option to elect repayment of the Notes prior to
maturity. o The Notes are repayable prior to maturity at the option of holder. |
| Terms of Repayment: | |
| Discount Note: | o Yes x No |

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Total Amount of OID:	—
Yield to Maturity:	—
Initial Accrual Period OID:	—

Joint Book-Running Managers

Banc of America Securities LLC Morgan Stanley RBS Greenwich Capital

Senior Co-Managers

BNP PARIBAS Citigroup Dresdner Kleinwort Wasserstein Wachovia Securities

Junior Co-Managers

JPMorgan KBC Financial Products USA Inc. Lazard Capital Markets RBC Capital Markets SunTrust Robinson Humphrey

Underwriters’ Capacity:	o As agent x As principal
If as principal:	o The Notes are being offered at varying prices
relating to prevailing market prices at the Time
of sale.
	x The Notes are being offered at a fixed initial
public offering price equal to the Issue Price (as
a percentage of Principal Amount).

A preliminary pricing supplement dated May 1, 2006, prospectus supplement dated December 13, 2005 and prospectus dated November 1, 2005, of Ryder System, Inc. accompany this free-writing prospectus. The pricing supplement is available at the website of the Securities and Exchange Commission (the “SEC”) at

http://www.sec.gov/Archives/edgar/data/85961/000095014406004165/g01187e424b2.htm

The prospectus supplement is available from the SEC’s website at

http://www.sec.gov/Archives/edgar/data/85961/000095014405012739/g98676b2e424b2.htm .

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 the pricing supplement and prospectus supplement and any 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, Morgan Stanley & Co. Incorporated will arrange to send you the prospectus if you request it by calling toll free on 1-866-718-1649, or Banc of America Securities LLC will arrange to send you the prospectus if you request it by calling toll free on 1-800-294-1322.

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