RYDER SYSTEM INC — Capital/Financing Update 2008

Feb 19, 2008

FWP 1 g11836fwp.htm RYDER SYSTEM, INC. RYDER SYSTEM, INC. PAGEBREAK

Final Term Sheet	Filed pursuant to Rule 433
(To prospectus supplement dated February 27, 2007	File No. 333-140928
and prospectus dated February 27, 2007)	February 19, 2008

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

Final Term Sheet

Trade Date:	February 19, 2008
Principal Amount:	$250,000,000
Credit Ratings (Moody’s/S&P/Fitch):	Baa1/BBB+/A-
Public Offering Price:	99.809%
Issue Date:	February 22, 2008
Maturity Date:	March 1, 2013
Interest Rate:	6.000%
Day Count:	30/360
Net Proceeds to Ryder (before expenses):	$248,272,500
Interest Payment Dates:	Semi-annually on March 1 and September 1 of each year, commencing September
1, 2008, and at Maturity.
Underwriters’ Commission:	0.500%
Record Dates:	February 15 and August 15
Form:	þ Book Entry o Certificated
Redemption:	o The Notes cannot be redeemed prior to maturity
	þ The Notes may be redeemed prior to maturity
Optional Redemption:	o No
	þ 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

Folio 1 /Folio

PAGEBREAK

| (ii) the sum of the present values of the remaining scheduled payments of
principal and interest on the notes being redeemed (not including any
portion of such payments of interest accrued as of the date of redemption),
from the redemption date to March 1, 2013 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 45 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, Citigroup Global Markets Inc. 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, |

Folio 2 /Folio

PAGEBREAK

| | (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 |
| --- | --- |
| | (ii) if the Trustee obtains fewer than four Reference Treasury Dealer
Quotations, the average of all quotations obtained |
| | “Reference Treasury Dealer” means BNP Paribas Securities Corp., Citigroup
Global Markets Inc., Greenwich Capital Markets, Inc., and one other primary
U.S. government securities dealer in the United States appointed by the
Trustee in consultation with us (each, a “Primary Treasury Dealer”). 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: | þ The holder has no option to elect repayment of the Notes prior to
maturity. |
| Terms of Repayment: | o The Notes are repayable prior to maturity at the option of holder. |
| Discount Note: | o Yes þ No |
| Total Amount of OID: | — |
| Yield to Maturity: | — |
| Initial Accrual Period OM: | — |

Joint Book-Running Managers

BNP PARIBAS Citi RBS Greenwich Capital

Senior Co-Managers

Banc of America Securities LLC	JPMorgan	Mizuho Securities USA Inc.
Morgan Stanley	RBC Capital Markets	Wachovia Securities

Junior Co-Managers

BNY Capital Markets, Inc.	Dresdner Kleinwort	KBC Financial Products
Lazard Capital Markets	Piper Jaffray	SunTrust Robinson Humphrey

Folio 3 /Folio

PAGEBREAK

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

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 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, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BNP PARIBAS toll-free at 1-800-854-5674 , Citigroup Global Markets Inc. toll free at 1-877-858-5407 or RBS Greenwich Capital toll-free at 1-866-884-2071.

Folio 4 /Folio