RYDER SYSTEM INC - Prospectus 2005

424B2 1 g98676b2e424b2.htm RYDER SYSTEM, INC. Ryder System, Inc. PAGEBREAK

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Filed Pursuant to Rule 424(b)(2)

Registration No. 333-128661

Prospectus Supplement

(To prospectus dated November 1, 2005)

$800,000,000

Ryder System, Inc.

Medium-Term Notes

Due 9 Months or More From the Date of Issue

We may offer our medium-term notes at one or more times. The following terms may apply to particular notes being offered.

	They will have maturities of nine months or more.
	They may be subject to redemption or repayment at the option of
Ryder System, Inc. or the holder.
	They will be denominated in U.S. dollars unless otherwise
specified by Ryder System, Inc. and described in a pricing
supplement.
	They may bear interest at a fixed or floating interest rate.
Certain notes issued at a discount may not bear interest.
Floating interest rates may be based on any of the following
formulas:

Commercial Paper Rate Federal Funds Rate LIBOR Treasury Rate Prime Rate CMT Rate Another interest rate index specified in the pricing supplement

	They may be issued as indexed notes.
	They may be issued in certificated or book-entry form.
	Interest will be paid on fixed rate notes on April 1 and
October 1 of each year and at maturity.
	Interest will be paid on floating rate notes on dates determined
at the time of issuance.
	They will be issued in minimum denominations of $1,000 and
multiples of $1,000.
	They will have an aggregate initial offering price not greater
than $800,000,000, less the amount of any other debt securities
sold by us under the attached prospectus after the date of this
prospectus supplement. (The aggregate initial offering price
includes the U.S. dollar equivalent of any notes
denominated in a foreign currency.)

We will specify the final terms for each note, which may be different from the terms described in this prospectus supplement, in the applicable pricing supplement.

Investing in the notes involves certain risks. See Risk Factors on page S-2.

Per Note	100%	.125%-.750%	99.25%-99.875%
Total(1)	$800,000,000	$1,000,000-$6,000,000	$794,000,000-$799,000,000

(1) Or the equivalent thereof in one or more foreign currencies.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the related prospectus. Any representation to the contrary is a criminal offense.

We may sell the notes to or through one or more Agents, including the Agents listed below, as principals for resale at varying or fixed offering prices or through the Agents as agents using their reasonable efforts on our behalf. We may also sell the notes without the assistance of the Agents (whether acting as principal or as agent).

Banc of America Securities LLC

BNP Paribas

Citigroup

Dresdner Kleinwort Wasserstein

JPMorgan

KBC Financial Products USA Inc.

Morgan Stanley

RBC Capital Markets

RBS Greenwich Capital

SunTrust Robinson Humphrey

Wachovia Securities

December 13, 2005

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TABLE OF CONTENTS


Prospectus Supplement
Risk Factors	S-1
About this Prospectus Supplement and the
Pricing Supplements	S-3
Terms of the Notes	S-4
Certain U.S. Federal Income Tax
Considerations	S-19
European Union Savings Tax Directive	S-27
Plan of Distribution	S-28
Legal Opinions	S-29
Prospectus
About this Prospectus	1
Where You Can Find More Information	1
Incorporation of Certain Documents by
Reference	2
Ryder System, Inc.	2
Special Note Regarding Forward-Looking
Statements	3
Use of Proceeds	5
Ratio of Earnings to Fixed Charges	5
Description of the Debt Securities	6
Description of the Preferred Stock	13
Description of the Depositary Shares	15
Description of the Common Stock	18
Description of the Warrants	21
Description of the Stock Purchase Contracts
and Stock Purchase Units	22
Plan of Distribution	23
Experts	24
Legal Opinions	24

/TOC

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. Ryder System, Inc. has not authorized anyone to provide you with information different from that contained in this prospectus supplement and the accompanying prospectus. Ryder System, Inc. is offering to sell the notes and seeking offers to buy the notes only in jurisdictions where offers and sales are permitted. The information contained in this prospectus supplement, the accompanying prospectus and any pricing supplement, as well as information filed by us with the Securities and Exchange Commission and incorporated by reference in these documents, is accurate only as of their respective dates, regardless of the time of delivery of this prospectus supplement or any sale of the notes. In this prospectus supplement, the Company, we, us and our refer to Ryder System, Inc. and not any of its subsidiaries, except where the context otherwise requires or as otherwise indicated.

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link1 "RISK FACTORS"

RISK FACTORS

Your investment in the notes is subject to certain risks, especially if the notes involve in some way a foreign currency. This prospectus supplement does not describe all of the risks of an investment in the notes. You should consult your own financial and legal advisors about the risks entailed by an investment in the notes and the suitability of your investment in the notes in light of your particular circumstances. You should also consider carefully the matters described below, as well as the other factors described in the Forward-Looking Statements section of the accompanying prospectus and the documents incorporated by reference into the accompanying prospectus.

Notes indexed to interest rate, currency or other indices or formulas may have risks not associated with a conventional debt security.

If you invest in notes indexed to one or more interest rate, currency or other indices or formulas, you will be subject to significant risks not associated with a conventional fixed rate or floating rate debt security. These risks include fluctuation of the particular indices or formulas and the possibility that you will receive a lower, or no, principal, premium or interest and at different times than you expected. We have no control over a number of matters, including economic, financial and political events, that are important in determining the existence, magnitude and longevity of these risks and their results. In addition, if an index or formula used to determine any amounts payable in respect of the notes contains a multiplier or leverage factor, the effect of any change in the particular index or formula will be magnified. In recent years, values of certain indices and formulas have been volatile and volatility in those and other indices and formulas may be expected in the future.

Exchange rates and exchange controls may adversely affect your foreign currency notes or currency indexed notes.

An investment in a note denominated in a currency other than U.S. dollars entails significant risks. These risks include the possibility of significant changes in rates of exchange between the U.S. dollar and such currency and the possibility of the imposition or modification of foreign exchange controls by either the United States or foreign governments, such as intervention by a countrys central bank, imposition of regulatory controls or taxes, issuing a new currency to replace an existing currency or altering the exchange rate or relative exchange characteristics by the devaluation or revaluation of a currency. These risks generally depend on factors over which we have no control, such as economic and political events and the supply of and demand for the relevant currencies. In recent years, rates of exchange between the U.S. dollar and certain currencies have been highly volatile, and you should be aware that volatility may occur in the future. Depreciation of the specified currency for a note against the U.S. dollar would result in a decrease in the effective yield of such note (on a U.S. dollar basis) below its coupon rate and, in certain circumstances, could result in a loss to you on a U.S. dollar basis. There will be no adjustment or change in the terms of the foreign currency notes or currency indexed notes if exchange rates become fixed, or if any devaluation or revaluation or imposition of exchange or other regulatory controls or taxes occur, or other developments affecting the U.S. dollar or any applicable currency occur. The paying agent will make all determinations referred to above at its sole discretion. All determinations will, in the absence of clear error, be binding on holders of the notes.

We may choose to redeem the notes when prevailing interest rates are relatively low.

If your notes are redeemable at our option, this means that we have the right, without your consent, to redeem or call all or a portion of your notes at any time, or at a specific point in time, as specified in the relevant pricing supplement. This does not mean that you have a similar right to require us to repurchase your notes. Where such redemption right exists, we may choose to redeem your notes when prevailing interest rates are lower than the rate then borne by your notes. In that case you would not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the notes being redeemed. Any such redemption right of ours also may adversely impact your ability to sell your notes, and/or the price at which you could sell your notes, as the redemption date approaches. You should

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consult with a competent professional on related consequences of purchasing redeemable notes before purchasing them.

Credit ratings may not reflect all risks of an investment in the notes.

The credit ratings on the Medium-Term Note program may not reflect the potential impact of all risks related to the structure and other factors on the value of the specific notes that you purchase. In addition, real or anticipated changes in our credit ratings will generally affect the market value of the notes.

You may not be able to sell your notes because a trading market for your notes may not develop or be maintained.

In making your evaluation of the notes, you should assume that you will be holding the notes until their maturity. The notes will not have an established trading market when issued. We may not list the notes on any securities exchange. We cannot assure you that a trading market for your notes will ever develop or be maintained. If liquidity is important to you, you should consider this before buying the notes. In addition to our credit ratings, financial condition and results of operations, many other factors may affect the market value of, and trading market for, your notes. These factors include:

	the time remaining to the maturity of your notes;
	the outstanding amount of your notes and other debt securities
with the same terms;
	any redemption or repayment features of your notes;
	the supply of notes trading in the secondary market, if any;
	the absence of an exchange listing for the notes;
	market rates of interest higher or lower than rates borne by
your notes; and
	the level, direction and volatility of market interest rates
generally.

These factors are interrelated in complex ways. As a result, the effect of any one factor may be offset or magnified by the effect of another factor. In addition, securities that are designed for specific investment objectives or strategies often experience a more limited trading market and more price volatility. You should consider the fact that there may be a limited number of buyers when you decide to sell your notes. The Agents may make a market in the notes, but the Agents are not obligated to do so and they may discontinue market-making activities at any time without notice, at their sole discretion. A lack of buyers will negatively affect the price you may receive for your notes if you decide you want to sell your notes prior to maturity. You may have no ability to sell your notes at all at certain times. In such a case, you will have to retain your notes. You should not purchase notes unless you understand and know you can bear all of the investment risks related to your notes.

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link1 "ABOUT THIS PROSPECTUS SUPPLEMENT AND THE PRICING SUPPLEMENTS"

ABOUT THIS PROSPECTUS SUPPLEMENT AND THE PRICING SUPPLEMENTS

We intend to use this prospectus supplement, the attached prospectus and a related pricing supplement to offer our notes from time to time.

This prospectus supplement provides you with certain terms of the notes and supplements the description of the debt securities contained in the attached prospectus. If information in this prospectus supplement is inconsistent with the prospectus, this prospectus supplement will replace the inconsistent information in the prospectus.

Each time we issue notes, we will prepare a pricing supplement that will contain additional terms of the offering and the specific description of the notes being offered. The pricing supplement may also add, update or change information in this prospectus supplement or the attached prospectus, including provisions describing the calculation of interest and the method of making payments under the terms of a note. The flexibility available to us to set or negotiate individualized terms for notes means that there will be transactions, particularly with currency indexed notes, that are quite complex. Often the terms of the notes differ from the terms described in this prospectus supplement. Any information in the pricing supplement that is inconsistent with this prospectus supplement or the attached prospectus will replace the inconsistent information in this prospectus supplement or the attached prospectus, as the case may be.

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link1 "TERMS OF THE NOTES"

TERMS OF THE NOTES

General

The following description (unless otherwise specified in a pricing supplement) of the particular terms of our Medium-Term Notes (the Notes) offered hereby supplements, and to the extent inconsistent therewith replaces, the description of the general terms of the Debt Securities set forth under the heading Description of the Debt Securities in the accompanying prospectus.

The Notes are a series of the debt securities described in the accompanying prospectus and will be limited to $800,000,000 in aggregate initial offering price. See Description of the Debt Securities on pages six to twelve of the accompanying prospectus for additional information concerning the Notes and the Indenture (as defined in the accompanying prospectus) under which they are to be issued. Capitalized terms used but not defined below have the meanings given to them in the accompanying prospectus, and in the Indenture relating to the Notes, or in the applicable pricing supplement.

The Notes are to mature on any day nine months or more from the date of issue (the Issue Date) as selected by the purchaser and agreed to by us.

The Notes issued under the Indenture will constitute our unsecured and unsubordinated general obligations and rank equally with all of our other unsecured and unsubordinated indebtedness outstanding from time to time.

Each Note will bear interest at either:

| | a fixed rate, which may be zero in the case of certain Notes
issued at an Issue Price (as defined below) representing a
discount from the principal amount payable at maturity (a
Zero Coupon Note), or |
| --- | --- |
| | a floating rate determined by reference to the interest rate
basis or combination of interest rate bases (the Base
Rate) or interest rate formulas specified in the
applicable pricing supplement, which may be adjusted by a Spread
or Spread Multiplier (each as defined below). |

Interest rates offered by us with respect to the Notes may differ depending upon, among other things, the aggregate principal amount of the Notes purchased in any single transaction.

Each Note will be issued initially as either a Book-Entry Note or a Certificated Note. Except as set forth in the accompanying prospectus under Description of the Debt Securities Global Securities, Book-Entry Notes will not initially be issuable as Certificated Notes. The Notes are issuable in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000. Unless otherwise specified in the applicable pricing supplement attached hereto, the Notes will be issued at 100% of their principal amount.

Principal and interest will be payable, and Certificated Notes will be transferable and exchangeable, at the office of J.P. Morgan Trust Company, National Association, as Trustee, at 4 New York Plaza, New York, New York 10004, Attention: Institutional Trust Services or such other office or offices as we designate from time to time, provided that payment of interest on Certificated Notes may be made at our option by check mailed to the registered Holders of such Notes and provided further that the holder of $10 million or more of Certificated Notes with similar tenor or terms will be entitled to receive payment by wire transfer in U.S. dollars, but only if appropriate payment instructions have been received in writing not later than 15 calendar days prior to the applicable Interest Payment Date.

As used herein:

Business Day with respect to any Note means, unless otherwise specified in the applicable pricing supplement, any day, other than a Saturday or Sunday, that meets each of the following applicable requirements: the day is

(a) neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to be closed in The City of New York; and

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(b) if such Note is a LIBOR Note, a London Banking Day.

London Banking Day means any day on which commercial banks are open for business (including dealings in the LIBOR Currency (as defined below)) in London;

Discount Note means

| (a) a Note which provides for an
amount less than the stated principal amount thereof to be due
and payable upon declaration of acceleration of the maturity
thereof pursuant to the Indenture; and |
| --- |
| (b) any other Note that for United
States Federal income tax purposes would be considered an
original issue discount note; |

Interest Payment Date with respect to any Note means a date (other than the Maturity Date) on which, under the terms of such Note, regularly scheduled interest shall be payable;

LIBOR Currency means the currency specified in the applicable pricing supplement as to which LIBOR shall be calculated or, if no currency is specified in the applicable pricing supplement, United States dollars;

Maturity Date with respect to any Note means the date on which such Note will mature, as specified thereon;

Principal Financial Center means, as applicable

| (a) the capital city of the country
issuing the Specified Currency (as defined below); or |
| --- |
| (b) the capital city of the country
to which the LIBOR Currency relates; |

provided, however, that with respect to United States dollars, Australian dollars, Canadian dollars, Euro, South African rand and Swiss francs, the Principal Financial Center shall be The City of New York, Sydney, Toronto, London (solely in the case of the LIBOR Currency), Johannesburg and Zurich, respectively; and

Record Date with respect to any Interest Payment Date for any Note shall be the date (whether or not a Business Day) 15 calendar days (unless otherwise specified in the applicable pricing supplement) immediately preceding such Interest Payment Date.

Unless otherwise specified in the applicable pricing supplement, the Notes will be denominated in, and payments of principal, premium, if any, and/or interest, if any, in respect thereof will be made in, United States dollars. The Notes also may be denominated in, and payments of principal, premium, if any, and/or interest, if any, in respect thereof may be made in, one or more foreign currencies. The currency in which a Note is denominated (or, if that currency is no longer legal tender for the payment of public and private debts in the country issuing that currency or, in the case of Euro, in the member states of the European Union that have adopted the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union, the currency which is then legal tender in the related country or in the adopting member states of the European Union, as the case may be) is referred to as the Specified Currency with respect to the particular Note. References to United States dollars, U.S. dollars, U.S.$ or $ are to the lawful currency of the United States of America (the United States).

All percentages resulting from any calculations will be rounded, if necessary, to the nearest one millionth of a percentage point (with five ten-millionths of a percentage point being rounded upward) and all amounts in U.S. dollars rounded to the nearest cent (with one-half cent being rounded upward).

Book-Entry Notes may be transferred or exchanged only through the Depositary. See Book-Entry Notes. Registration of transfer or exchange of Certificated Notes will be made at the office or agency maintained by us for this purpose in the The City of New York. No service charge will be imposed for any such registration of transfer or exchange of Notes, but we may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith (other than certain exchanges not involving any transfer).

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The pricing supplement relating to each Note will describe the following terms, as applicable:

| | whether such Note is a Fixed Rate Note, a Floating Rate Note, a
Discount Note or a Zero Coupon Note; |
| --- | --- |
| | the price (expressed as a percentage of the aggregate principal
amount thereof) at which such Note will be issued (the
Issue Price); |
| | the Issue Date; |
| | the Maturity Date of such Note; |
| | if such Note is a Fixed Rate Note, the rate per annum at which
such Note will bear interest, if any (the Interest
Rate); |
| | if such Note is a Floating Rate Note, the Base Rate, the Initial
Interest Rate, the Interest Reset Period, the Interest Reset
Dates, the Interest Payment Dates, the Index Maturity, the
Maximum Interest Rate and the Minimum Interest Rate, if any, and
the Spread or Spread Multiplier, if any (all as defined herein),
and any other terms relating to the particular method of
calculating the Interest Rate for such Note; |
| | whether such Note may be redeemed at our option or repaid at the
option of the holders thereof prior to its Maturity Date, and if
so, the provisions relating to such redemption or repayment; |
| | whether such Note will be represented by a Global Note or a
certificate issued in definitive form; |
| | certain special tax consequences of the purchase, ownership and
disposition of certain Notes, if any; and |
| | any other terms of such Note not inconsistent with the
provisions of the Indenture. |

Fixed Rate Notes

Each Fixed Rate Note will bear interest from its Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, at the annual rate stated on its face. Interest will be payable semiannually on April 1 and October 1 until the principal amount of the Note is paid or made available for payment or upon earlier redemption or repayment. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Interest will be paid to the person in whose name the Fixed Rate Note is registered at the close of business on the Record Date next preceding the April 1 and October 1 interest payment date (each an Interest Payment Date). Notwithstanding the foregoing, periodic payments of interest will not be made with respect to any Zero-Coupon Note. Interest payable on the Maturity Date will be payable to the person in whose name the Fixed Rate Note is registered on the Maturity Date and to whom principal shall be payable. The first payment of interest on any Fixed Rate Note issued between a Record Date and an Interest Payment Date will be made on the next succeeding Interest Payment Date to the registered owner at the close of business on the Record Date next preceding the date of payment.

We may change interest rates from time to time but no such change will affect any Fixed Rate Notes theretofore issued or as to which we have accepted an offer. Each payment of interest shall include interest accrued through the day preceding the Interest Payment Date or Maturity Date or date of redemption or repayment. If any Interest Payment Date or the Maturity Date or date of redemption or repayment of a Fixed Rate Note falls on a day that is not a Business Day, the payment will be made on the next Business Day as if it were made on the date payment was due, and no interest will accrue after that Interest Payment Date, Maturity Date or the date of redemption or repayment.

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Floating Rate Notes

Each Floating Rate Note will bear interest from its Issue Date at a rate per annum equal to:

| | the Initial Interest Rate set forth on the applicable pricing
supplement until the first Interest Reset Date; and |
| --- | --- |
| | thereafter at rates determined by reference to the Base Rate
plus or minus the Spread, if any, or multiplied by the Spread
Multiplier, if any (each as specified in the applicable pricing
supplement), until the principal thereof is paid or payment
thereof is duly provided for. |

The Spread is the number of basis points (one basis point equals one-hundredth of a percentage point) specified in the applicable pricing supplement as being applicable to such Note. The Spread Multiplier is the percentage specified in the applicable pricing supplement as being applicable to such Note. Any Floating Rate Note may also have either or both of the following:

| | a maximum numerical interest rate limitation, or ceiling, on the
rate of interest that may accrue during any interest period (the
Maximum Interest Rate); and |
| --- | --- |
| | a minimum numerical interest rate limitation, or floor, on the
rate of interest that may accrue during any interest period (the
Minimum Interest Rate). |

The applicable pricing supplement will designate one or more of the following Base Rates as applicable to each Floating Rate Note:

| | the Commercial Paper Rate (a Commercial Paper Rate
Note); |
| --- | --- |
| | LIBOR (a LIBOR Note); |
| | the Treasury Rate (a Treasury Rate Note); |
| | the Federal Funds Rate (a Federal Funds Rate Note); |
| | the Prime Rate (a Prime Rate Note); |
| | the CMT Rate (a CMT Rate Note); or |
| | such other Base Rate or interest rate formula as is specified in
the applicable pricing supplement. |

The Spread, Spread Multiplier, Index Maturity (as defined below) and other variable terms of the Floating Rate Notes are subject to change by us from time to time, but no such change will affect any Floating Rate Note theretofore issued or as to which we have accepted an offer.

The rate of interest on each Floating Rate Note will be reset daily, weekly, monthly, quarterly, semiannually, annually or otherwise (such period being the Interest Reset Period for such Note, and the first day of each Interest Reset Period being an Interest Reset Date), as specified in the applicable pricing supplement. Unless otherwise specified in the applicable pricing supplement, the Interest Reset Date will be:

| | in the case of Floating Rate Notes that reset daily, each
Business Day; |
| --- | --- |
| | in the case of Floating Rate Notes (other than Treasury Rate
Notes) that reset weekly, Wednesday of each week; |
| | in the case of Treasury Rate Notes that reset weekly, Tuesday of
each week; |
| | in the case of Floating Rate Notes that reset monthly, the third
Wednesday of each month; |
| | in the case of Floating Rate Notes that reset quarterly, the
third Wednesday of March, June, September and December; |
| | in the case of Floating Rate Notes that reset semiannually, the
third Wednesday of each of two months specified in the
applicable pricing supplement; and |

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in the case of Floating Rate Notes that reset annually, the third Wednesday of the month specified in the applicable pricing supplement.

If any Interest Reset Date for any Floating Rate Note would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next day that is a Business Day, except, in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day.

Interest on each Floating Rate Note will be payable monthly, quarterly, semiannually, annually or as otherwise specified in the applicable pricing supplement (the Interest Payment Period). Except as provided below or in the applicable pricing supplement, interest will be payable:

| | in the case of Floating Rate Notes which reset daily, weekly or
monthly, on the third Wednesday of each month or on the third
Wednesday of March, June, September and December; |
| --- | --- |
| | in the case of Floating Rate Notes which reset quarterly, on the
third Wednesday of March, June, September and December; |
| | in the case of Floating Rate Notes which reset semiannually, on
the third Wednesday of each of the two months specified in the
applicable pricing supplement; |
| | in the case of Floating Rate Notes which reset annually, on the
third Wednesday of the month specified in the applicable pricing
supplement; and |
| | in each case, on the Maturity Date thereof. |

If any Interest Payment Date for any Floating Rate Note would otherwise be a day that is not a Business Day, such Interest Payment Date shall be postponed to the next day that is a Business Day except, in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day and no interest will accrue for the period from and after such Interest Payment Date. If the Maturity Date (or date of redemption or repayment) of any Floating Rate Note would fall on a day that is not a Business Day, the payment of interest and premium, if any, and principal may be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the Maturity Date (or the date of redemption or repayment).

Interest will be paid to the person in whose name a Floating Rate Note is registered at the close of business on the Record Date immediately preceding an Interest Payment Date. Interest payable on the Maturity Date or the date of redemption or repayment will be payable to the person in whose name a Floating Rate Note is registered on that date and to whom principal shall be payable. The first payment of interest on any Floating Rate Note issued after a Record Date and before the next succeeding Interest Payment Date shall be made on the second succeeding Interest Payment Date to the registered owner at the close of business on the Record Date next preceding the date of such payment.

Interest payments on each Interest Payment Date or on the Maturity Date or the date of redemption or repayment for Floating Rate Notes will include accrued interest from and including the Issue Date or from and including the last date in respect of which interest has been paid or duly provided for, as the case may be, to, but excluding, such Interest Payment Date or Maturity Date or the date of redemption or repayment.

Accrued interest will be calculated by multiplying the principal amount of a Floating Rate Note by an accrued interest factor. The accrued interest factor will be computed by adding the interest factors calculated for each day in the period for which accrued interest is being calculated. The interest factor (expressed as a decimal) for each such day will be computed by dividing the interest rate applicable to such day by 360, in the case of Commercial Paper Rate Notes, LIBOR Notes, Federal Funds Rate Notes and Prime Rate Notes, or by the actual number of days in the year in the case of Treasury Rate Notes or CMT Rate Notes. The interest rate in effect on each day will be

if such day is an Interest Reset Date, the interest rate with respect to the Interest Determination Date (as defined below) pertaining to such Interest Reset Date, or

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if such day is not an Interest Reset Date, the interest rate with respect to the Interest Determination Date pertaining to the next preceding Interest Reset Date, subject in either case to any Maximum Interest Rate or Minimum Interest Rate limitation referred to above and to any adjustment by a Spread or Spread Multiplier referred to above.

The interest rate in effect for the period from the Issue Date to the first Interest Reset Date set forth in the applicable pricing supplement will be the Initial Interest Rate specified in the applicable pricing supplement.

The Interest Determination Date pertaining to an Interest Reset Date for Commercial Paper Rate Notes, Prime Rate Notes, Federal Funds Rate Notes or CMT Rate Notes will be the second Business Day next preceding such Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date for a LIBOR Note will be the second London Banking Day next preceding such Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date for a Treasury Rate Note will be the day of the week in which such Interest Reset Date falls on which Treasury bills of the Index Maturity (as defined below) specified on the face of such Note are auctioned, but in no event shall such Interest Determination Date be after the related Interest Payment Date. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is held on the preceding Friday, that Friday will be the Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week for that Treasury Rate Note. If no auction is held in any week, or on the preceding Friday, the Interest Determination Date shall be the Monday of the week in which the Interest Reset Date falls.

The Calculation Date, where applicable, pertaining to an Interest Determination Date will be the first to occur of either

| | the tenth calendar day after such Interest Determination Date
or, if such day is not a Business Day, the next succeeding
Business Day or |
| --- | --- |
| | the Business Day preceding the date any payment is required to
be made for any period following the applicable Interest Reset
Date or Maturity Date (or the date of redemption or repayment). |

Unless otherwise specified in the applicable pricing supplement, J.P. Morgan Trust Company, National Association shall be the calculation agent (in such capacity, the Calculation Agent) with respect to Floating Rate Notes. Upon request of the holder of any Floating Rate Note, the Calculation Agent will provide the interest rate then in effect and, if determined, the interest rate that will become effective on the next Interest Reset Date with respect to such Floating Rate Note.

Index Maturity is the particular maturity (specified in the applicable pricing supplement) of the type of instrument or obligation from which a Base Rate is calculated.

Commercial Paper Rate Notes

Each Commercial Paper Rate Note will bear interest at the interest rate calculated with reference to the Commercial Paper Rate and any Spread or Spread Multiplier specified in that Note and in the applicable pricing supplement.

Unless otherwise specified in the applicable pricing supplement, the Commercial Paper Rate means, with respect to any Interest Determination Date, the Money Market Yield, calculated as described below, of the rate on such date for commercial paper having the Index Maturity designated in the applicable pricing supplement as published by the Board of Governors of the Federal Reserve System in Statistical Release H.15(519), Selected Interest Rates, or any successor publication of such Board (H.15(519)), under the heading Commercial Paper-Nonfinancial. The following procedures will be followed if the Commercial Paper Rate cannot be determined as described above:

If such rate is not published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate shall be the Money Market Yield

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| | of the rate on that Interest Determination Date for commercial
paper having the Index Maturity designated in the applicable
pricing supplement as set forth in the daily update of the Board
of Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h15/update or any successor
site or publication (the H.15 Daily Update) paper
having the Index Maturity on the face hereof. |
| --- | --- |
| | If such rate is neither published in H.15(519) or in the H.15
Daily Update by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Interest Determination Date,
then the Commercial Paper Rate for that Interest Determination
Date shall be calculated by the Calculation Agent and shall be
the Money Market Yield of the arithmetic mean of the offered
rates of three leading dealers of commercial paper in The City
of New York, which may include the Agents or the Calculation
Agent or their affiliates, selected by the Calculation Agent
(after consulting with us) as of 11:00 a.m., New York City
time, on that Interest Determination Date, for commercial paper
having the Index Maturity designated in the applicable pricing
supplement placed for an industrial issuer whose bond rating is
AA, or the equivalent, from a nationally recognized
rating agency; provided, however, that, if the dealers selected
as aforesaid are not quoting as mentioned in this sentence, the
Commercial Paper Rate will be the Commercial Paper Rate in
effect on such Interest Determination Date. |

Money Market Yield shall be a yield (expressed as a percentage) calculated in accordance with the following formula:

Money Market Yield = D × 360 360 - (D × M) × 100

where D refers to the per annum rate for the commercial paper, quoted on a bank discount basis and expressed as a decimal; and M refers to the actual number of days in the interest period for which interest is being calculated.

LIBOR Notes

Each LIBOR Note will bear interest at the interest rate calculated with reference to LIBOR and any Spread or Spread Multiplier specified in that Note and in the applicable pricing supplement.

Unless otherwise specified in the applicable pricing supplement, LIBOR will be determined by the Calculation Agent in accordance with the following provisions:

(i) With respect to an Interest Determination Date, LIBOR shall equal either: (A) the arithmetic mean, as determined by the Calculation Agent, of the offered rates which appear on the display specified in the applicable pricing supplement on the LIBOR page of the Reuters Monitor Money Rates Service (or such other relevant page as may replace that page on that service) (the Reuters Screen) or (B) the offered rate which appears on page 3750 of the Moneyline Telerate service (or such other page as may replace that page on that service) (the Telerate Page), in each case as of 11:00 a.m., London time, on that Interest Determination Date; if neither the Reuters Screen nor the Telerate Page is specified in the applicable pricing supplement, LIBOR will be determined as if the Telerate Page had been specified; provided, however, in the case of (A) above, if fewer than two such offered rates so appear on the Reuters Screen, or in the case of (B) above, if no rate appears on the Telerate Page, LIBOR for that Interest Determination Date will be determined as described in (ii) below.

(ii) If, on any Interest Determination Date, fewer than two offered rates appear on the Reuters Screen and if no rate appears on the Telerate Page, as the case may be, the Calculation Agent will request the principal London office of each of four major banks in the London interbank market, which may include the Agents or the Calculation Agent or their affiliates, as selected by the Calculation Agent (after consulting with us), to provide the Calculation Agent with its quotation of the rate offered to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date for deposits in U.S. dollars having the Index Maturity, and in a principal amount equal to an amount not less than

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$1,000,000 that is representative of a single transaction in such market at such time (a Representative Amount). If at least two such quotations are provided, LIBOR will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on such Interest Determination Date by three major U.S. banks, which may include the Agents or the Calculation Agent or their affiliates, selected by the Calculation Agent (after consulting with us), for loans in U.S. dollars to leading European banks having the Index Maturity designated in the applicable pricing supplement, commencing on the second London Banking Day immediately following that Interest Determination Date and in a Representative Amount, provided, however, that if fewer than three banks selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, LIBOR for such date will be LIBOR in effect on such Interest Determination Date.

Treasury Rate Notes

Each Treasury Rate Note will bear interest at the interest rate calculated with reference to the Treasury Rate and any Spread or Spread Multiplier specified in that Note and in the applicable pricing supplement.

Unless otherwise specified in the applicable pricing supplement, the Treasury Rate means

| (a) the rate from the auction held
on the Treasury Rate Interest Determination Date (the
Auction) of direct obligations of the United States
(Treasury Bills) having the Index Maturity specified
in the applicable pricing supplement under the caption
INVESTMENT RATE on the display on Moneyline Telerate
(or any successor service) on page 56 (or any other page as
may replace that page on that service) (Moneyline Telerate
Page 56) or page 57 (or any other page as may
replace that page on that service) (Moneyline Telerate
Page 57), or |
| --- |
| (b) if the rate referred to in
clause (a) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the Bond Equivalent
Yield (as defined below) of the rate for the applicable Treasury
Bills as published in H.15 Daily Update, or another recognized
electronic source used for the purpose of displaying the
applicable rate, under the caption U.S. Government
Securities/Treasury Bills/Auction High, or |
| (c) if the rate referred to in
clause (b) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the Bond Equivalent
Yield of the auction rate of the applicable Treasury Bills as
announced by the United States Department of the
Treasury, or |
| (d) if the rate referred to in
clause (c) is not so announced by the United States
Department of the Treasury, or if the Auction is not held, the
Bond Equivalent Yield of the rate on the particular Interest
Determination Date of the applicable Treasury Bills as published
in H.15(519) under the caption U.S. Government
Securities/Treasury Bills/Secondary Market, or |
| (e) if the rate referred to in
clause (d) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on the
particular Interest Determination Date of the applicable
Treasury Bills as published in H.15 Daily Update, or another
recognized electronic source used for the purpose of displaying
the applicable rate, under the caption
U.S. Government Securities/Treasury Bills/Secondary
Market, or |
| (f) if the rate referred to in
clause (e) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on the
particular Interest Determination Date calculated by the
Calculation Agent as the Bond Equivalent Yield of the arithmetic
mean of the secondary market bid rates, as of approximately
3:30 P.M., New York City time, on that Interest
Determination Date, of three primary United States government
securities dealers, which may include the Agents or the
Calculation Agent or their affiliates, selected by the
Calculation Agent, for the issue of Treasury Bills with a
remaining maturity closest to the Index Maturity specified in
the applicable pricing supplement, or |
| (g) if the dealers so selected by
the Calculation Agent are not quoting as mentioned in
clause (f), the Treasury Rate in effect on the particular
Interest Determination Date. |

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Bond Equivalent Yield means a yield (expressed as a percentage) calculated in accordance with the following formula:

Bond Equivalent Yield = D × N 360 - (D × M) × 100

where D refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, N refers to 365 or 366, as the case may be, and M refers to the actual number of days in the applicable Interest Reset Period.

Federal Funds Rate Notes

Each Federal Funds Rate Note will bear interest at the interest rate calculated with reference to the Federal Funds Rate and any Spread or Spread Multiplier specified in that Note and in the applicable pricing supplement.

Unless otherwise specified in the applicable pricing supplement, the Federal Funds Rate means, with respect to any Interest Determination Date, the rate on that day for Federal Funds as published in H.15(519) under the heading Federal Funds (Effective). The following procedures will be followed if the Federal Funds Rate cannot be determined as described above:

| | If the above rate is not so published by 9:00 a.m., New
York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the Federal Funds Rate shall
be the rate on such Interest Determination Date as published in
the H.15 Daily Update under the heading Federal Funds
(Effective). |
| --- | --- |
| | If such rate is not published in either H.15(519) or the
H.15 Daily Update by 3:00 p.m., New York City time, on
the Calculation Date pertaining to such Interest Determination
Date, the Federal Funds Rate for such Interest Determination
Date shall be calculated by the Calculation Agent and will be
the arithmetic mean of the rates for the last transaction in
overnight Federal Funds arranged by each of three leading
brokers of Federal Funds transactions in New York City, which
may include the Agents or the Calculation Agent or their
affiliates, selected by the Calculation Agent (after consulting
with us) prior to 11:00 a.m., New York City time, on such
Interest Determination Date; provided, however, that if the
brokers selected as aforesaid are not quoting as mentioned in
this sentence, the Federal Funds Rate with respect to such
Interest Determination Date will remain the Federal Funds Rate
then in effect on such Interest Determination Date. |

Prime Rate Notes

Each Prime Rate Note will bear interest at the interest rate calculated with reference to the Prime Rate and any Spread or Spread Multiplier specified in that Note and in the applicable pricing supplement.

Unless otherwise specified in the applicable pricing supplement, the Prime Rate means, with respect to any Interest Determination Date, the rate on such date as published in H.15(519) under the heading Bank Prime Loan. The following procedures will be followed if the Prime Rate cannot be determined as described above:

| | In the event that such rate is not published by 9:00 a.m.,
New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the Prime Rate will be the
rate on the Interest Determination Date as published in the H.15
Daily Update opposite the caption Bank Prime Loan. |
| --- | --- |
| | If such rate is not published prior to 3:00 p.m., New York
City time, on the Calculation Date in either H.15 (519) or
the H.15 Daily Update, then the Prime Rate will be
determined by the Calculation Agent and will be the arithmetic
mean of the rates of interest publicly announced by each bank
that appears on the Reuters Screen USPRIME1 Page as such
banks prime rate or base lending rate as in effect for
that Interest Determination Date. Reuters Screen USPRIME1
Page means the display designated as page
USPRIME1 on the Reuters Monitor Money Rates Service
(or such other page |

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| | as may replace the USPRIME1 page on that service for the purpose
of displaying prime rates or base lending rates of major United
States banks). |
| --- | --- |
| | If fewer than four such rates but more than one such rate appear
on the Reuters Screen USPRIME1 Page for such Interest
Determination Date, the Prime Rate shall be determined by the
Calculation Agent and will be the arithmetic mean of the prime
rates quoted on the basis of the actual number of days in the
year divided by 360 as of the close of business on such Interest
Determination Date by at least two major money center banks in
New York City, which may include the Agents or the Calculation
Agent or their affiliates, selected by the Calculation Agent
(after consulting with us). |
| | If fewer than two such rates appear on the Reuters Screen
USPRIME1 Page, the Prime Rate will be determined by the
Calculation Agent and will be the arithmetic mean of the prime
rates furnished in New York City by three substitute banks or
trust companies organized and doing business under the laws of
the United States, or any State thereof, in each case having
total equity capital of at least U.S. $500,000,000 and
being subject to supervision or examination by Federal or State
authority, which may include the Agents or the Calculation Agent
or their affiliates, selected by the Calculation Agent (after
consulting with us) to provide such rate or rates; provided,
however, that if the banks selected as aforesaid are not quoting
as mentioned in this sentence, the Prime Rate will remain the
Prime Rate in effect on such Interest Determination Date. |

CMT Rate Notes

Each CMT Rate Note will bear interest at the interest rate calculated with reference to the CMT Rate and any Spread or Spread Multiplier specified in that Note and any applicable pricing supplement.

Unless otherwise specified in the applicable pricing supplement, the CMT Rate means, with respect to any Interest Determination Date, the rate on such date as displayed on the Designated CMT Telerate Page (as defined below) under the caption ... Treasury Constant Maturities ... Federal Reserve Board Release H.15 ... Mondays Approximately 3:45 P.M., under the column for the Designated CMT Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is 7051, the rate on such CMT Rate Interest Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the week, or the month, as applicable, ended immediately preceding the week in which the related CMT Rate Interest Determination Date occurs. The following procedures will be followed if the CMT Rate cannot be determined as described above:

| | If such rate is no longer displayed on the relevant page, or if
not displayed by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate for such CMT Rate
Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index as published
in the relevant H.15(519). |
| --- | --- |
| | If such rate is no longer published, or if not published by
3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate for such CMT Rate Interest Determination
Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index (or other United States Treasury
rate for the Designated CMT Maturity Index), for the CMT Rate
Interest Determination Date with respect to such Interest Reset
Date as may then be published by either the Board of Governors
of the Federal Reserve System or the United States Department of
the Treasury that the Calculation Agent determines to be
comparable to the rate formerly displayed on the Designated CMT
Telerate Page and published in the relevant H.15(519). |
| | If such information is not provided by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate
for the CMT Rate Interest Determination Date will be calculated
by the Calculation Agent, and will be a yield to maturity, based
on the arithmetic mean of the secondary market closing offer
side prices as of approximately 3:30 P.M., New York City
time, on the CMT Rate Interest Determination Date reported,
according to their written records, by three leading primary
United States government securities dealers (each, a
Reference Dealer) in The City of New York, which may
include the Agents or the Calculation Agent or their affiliates,
selected by the Calculation |

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| | Agent after consulting with us (from five such Reference Dealers
selected by the Calculation Agent after consulting with us and
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event
of equality, one of the lowest)), for the most recently issued
direct noncallable fixed rate obligations of the United States
(Treasury Notes) with an original maturity of
approximately the Designated CMT Maturity Index and a remaining
term to maturity of not less than such Designated CMT Maturity
Index minus one year. |
| --- | --- |
| | If the Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate for such CMT Rate Interest
Determination Date will be calculated by the Calculation Agent
and will be a yield to maturity based on the arithmetic mean of
the secondary market offer side prices as of approximately
3:30 P.M., New York City time, on the CMT Rate Interest
Determination Date of three Reference Dealers in The City of New
York, which may include the Agents or the Calculation Agent or
their affiliates (from five such Reference Dealers selected by
the Calculation Agent after consulting with us and eliminating
the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality,
one of the lowest)), for Treasury Notes with an original
maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity
closest to the Designated CMT Maturity Index and in an amount of
at least $100 million. |
| | If three or four (and not five) of such Reference Dealers are
quoting as described above, then the CMT Rate will be based on
the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of such quotes will be eliminated;
provided however, that if fewer than three Reference Dealers
selected by the Calculation Agent after consulting with us are
quoting as described herein, the CMT Rate will be the CMT Rate
in effect on such CMT Rate Interest Determination Date. |
| | If two Treasury Notes with an original maturity as described in
the third preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the quotes
for the Treasury Note with the shorter remaining term to
maturity will be used. |

Designated CMT Telerate Page means the display on the CMT Moneyline Telerate Service on the page designated in the applicable pricing supplement, or any other page as may replace such page on that service for the purpose of displaying Treasury Constant Maturities as reported in H.15(519), for the purpose of displaying Treasury Constant Maturities as reported in H.15(519). If no such page is specified in the applicable pricing supplement, the Designated CMT Telerate Page shall be 7052, for the most recent week.

Designated CMT Maturity Index means the original period to maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20, or 30 years) specified in the applicable pricing supplement with respect to which the CMT Rate will be calculated. If no such maturity is specified in the applicable pricing supplement, the Designated CMT Maturity Index shall be 2 years.

Book-Entry Notes

We have established a depositary arrangement with The Depository Trust Company with respect to the Book-Entry Notes, the terms of which are summarized below. Any additional or differing terms of the depositary arrangement with respect to the Book-Entry Notes will be described in the applicable pricing supplement.

Upon issuance, all Book-Entry Notes of like tenor and terms up to $500,000,000 aggregate principal amount will be represented by a single Global Security. Each Global Security representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and will be registered in the name of the Depositary or a nominee of the Depositary. No Global Security may be transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or another nominee of the Depositary to a successor of the Depositary or a nominee of a successor to the Depositary.

So long as the Depositary or its nominee is the registered holder of a Global Security, the Depositary or its nominee, as the case may be, will be the sole owner of the Book-Entry Notes represented thereby for all purposes under the Indenture. Except as otherwise provided below, the Beneficial Owners (as defined below)

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of the Global Security or Securities representing Book-Entry Notes will not be entitled to receive physical delivery of Certificated Notes and will not be considered the registered holders thereof for any purpose under the Indenture, and no Global Security representing Book-Entry Notes shall be exchangeable or transferable. Accordingly, each Beneficial Owner must rely on the procedures of the Depositary and, if that Beneficial Owner is not a Participant, on the procedures of the Participant through which that Beneficial Owner owns its interest in order to exercise any rights of a registered holder under the Indenture. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of securities in certificated form. Such limits and laws may impair the ability to transfer beneficial interests in a Global Security representing Book-Entry Notes.

Each Global Security representing Book-Entry Notes will be exchangeable for Certificated Notes of like tenor and terms and of differing authorized denominations in a like aggregate principal amount, only if (i) the Depositary notifies us that it is unwilling or unable to continue as Depositary for the Global Securities or we become aware that the Depositary has ceased to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the Exchange Act) and, in any such case we fail to appoint a successor to the Depositary within 90 days or (ii) we, in our sole discretion, determine that the Global Securities shall be exchangeable for Certificated Notes. Upon any such exchange, the Certificated Notes shall be registered in the names of the Beneficial Owners of the Global Security or Securities representing Book-Entry Notes, which names shall be provided by the Depositarys relevant Participants (as identified by the Depositary) to the Trustee.

The following is based on information furnished by the Depositary:

| The Depositary will act as securities depository for the
Book-Entry Notes. The Book-Entry Notes will be issued as fully
registered securities registered in the name of Cede &
Co. (the Depositarys partnership nominee). One fully
registered Global Security will be issued for each issue of
Book-Entry Notes, each in the aggregate principal amount of such
issue, and will be deposited with the Depositary. If, however,
the aggregate principal amount of any issue exceeds
$500,000,000, one Global Security will be issued with respect to
each $500,000,000 of principal amount and an additional Global
Security will be issued with respect to any remaining principal
amount of such issue. |
| --- |
| The Depositary is a limited-purpose trust company organized
under the New York Banking Law, a banking
organization within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a clearing
corporation within the meaning of the New York Uniform
Commercial Code, and a clearing agency registered
pursuant to the provisions of Section 17A of the Exchange
Act. The Depositary holds securities that its participants
(Participants) deposit with the Depositary. The
Depositary also facilitates the settlement among Participants of
securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry
changes in Participants accounts, thereby eliminating the
need for physical movement of securities certificates. Direct
Participants of the Depositary (Direct Participants)
include securities brokers and dealers (including the Agents),
banks, trust companies, clearing corporations and certain other
organizations. The Depositary is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange LLC, and the National Association of
Securities Dealers, Inc. Access to the Depositarys system
is also available to others such as securities brokers and
dealers, banks and trust companies that clear through or
maintain a custodial relationship with a Direct Participant,
either directly or indirectly (Indirect
Participants). The rules applicable to the Depositary and
its Participants are on file with the Securities and Exchange
Commission. |
| Purchases of Book-Entry Notes under the Depositarys system
must be made by or through Direct Participants, which will
receive a credit for such Book-Entry Notes on the
Depositarys records. The ownership interest of each actual
purchaser of each Book-Entry Note represented by a Global
Security (Beneficial Owner) is in turn to be
recorded on the records of Direct Participants and Indirect
Participants. Beneficial Owners will not receive written
confirmation from the Depositary of their purchase, but
Beneficial Owners are expected to receive written confirmations
providing details of the transaction, as well as periodic
statements of their holdings, from the Direct Participants or
Indirect |

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| Participants through which such Beneficial Owner entered into
the transaction. Transfers of ownership interests in a Global
Security representing Book-Entry Notes are to be accomplished by
entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners of a Global Security
representing Book-Entry Notes will not receive Certificated
Notes representing their ownership interests therein, except in
the event that use of the book-entry system for such Book-Entry
Notes is discontinued. |
| --- |
| To facilitate subsequent transfers, all Global Securities
representing Book-Entry Notes which are deposited with, or on
behalf of, the Depositary are registered in the name of the
Depositarys nominee, Cede & Co. The deposit of
Global Securities with, or on behalf of, the Depositary and
their registration in the name of Cede & Co. effect no
change in beneficial ownership. The Depositary has no knowledge
of the actual Beneficial Owners of the Global Securities
representing the Book-Entry Notes; the Depositarys records
reflect only the identity of the Direct Participants to whose
accounts such Book-Entry Notes are credited, which may or may
not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of
their customers. |
| Conveyance of notices and other communications by the Depositary
to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect
Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. |
| Neither the Depositary nor Cede & Co. will consent or
vote with respect to the Global Securities representing the
Book-Entry Notes. Under its usual procedures, the Depositary
mails an Omnibus Proxy to a company as soon as possible after
the applicable record date. The Omnibus Proxy assigns
Cede & Co.s consenting or voting rights to those
Direct Participants to whose accounts the Book-Entry Notes are
credited on the applicable record date (identified in a listing
attached to the Omnibus Proxy). |
| Principal, premium, if any, and/or interest, if any, payments on
the Global Securities representing the Book-Entry Notes will be
made in immediately available funds to the Depositary. The
Depositarys practice is to credit Direct
Participants accounts on the applicable payment date in
accordance with their respective holdings shown on the
Depositarys records unless the Depositary has reason to
believe that it will not receive payment on such date. Payments
by Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the case
with securities held for the accounts of customers in bearer
form or registered in street name, and will be the
responsibility of such Participant and not of the Depositary,
the Trustee or us, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of
principal, premium, if any, and/or interest, if any, to the
Depositary is the responsibility of the Company and the Trustee,
disbursement of such payments to Direct Participants shall be
the responsibility of the Depositary, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of
Direct Participants and Indirect Participants. |
| If applicable, redemption notices shall be sent to
Cede & Co. If less than all of the Book-Entry Notes of
like tenor and terms are being redeemed, the Depositarys
practice is to determine by lot the amount of the interest of
each Direct Participant in such issue to be redeemed. |
| A Beneficial Owner shall give notice of any option to elect to
have its Book-Entry Notes repaid by us, through its Participant,
to the Trustee, and shall effect delivery of such Book-Entry
Notes by causing the Direct Participant to transfer the
Participants interest in the Global Security or Securities
representing such Book-Entry Notes, on the Depositarys
records, to the Trustee. The requirement for physical delivery
of Book-Entry Notes in connection with a demand for repayment
will be deemed satisfied when the ownership rights in the Global
Security or Securities representing such Book-Entry Notes are
transferred by Direct Participants on the Depositarys
records. |
| The Depositary may discontinue providing its services as
securities depository with respect to the Book-Entry Notes at
any time by giving reasonable notice to us or the Trustee. Under
such circumstances, in the event that a successor securities
depository is not obtained, Certificated Notes are required to
be printed and delivered. |

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We may decide to discontinue use of the system of book-entry transfers through the Depositary (or a successor securities depository). In that event, Certificated Notes will be printed and delivered.

The information in this section concerning the Depositary and the Depositarys system has been obtained from sources that we believe to be reliable, but neither we nor any Agent takes any responsibility for the accuracy thereof.

Sinking Fund

Unless otherwise specified in the applicable pricing supplement, no sinking fund will be provided for the Notes.

Redemption

The Notes will not generally be redeemable prior to their Maturity Date. We, in the applicable pricing supplement relating to a Note, may specify that a Note will be redeemable at our option on a date or dates specified prior to its Maturity Date at a price or prices set forth in the applicable pricing supplement, together with accrued interest to the date of redemption. We may redeem any of the Notes which are redeemable and remain outstanding either in whole or from time to time in part, upon not less than 30, nor more than 60, days notice. If less than all of the Notes with like tenor and terms are redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate, which may include selection pro rata or by lot.

Any redemption affecting a Global Security will be made in accordance with the provisions of the Indenture and the rules and procedures of the Depositary.

The amount of any Discount Note payable in the event of redemption by us or acceleration of the Maturity Date thereof, in lieu of the stated principal amount due at the Maturity Date, shall be the Amortized Face Amount of such Discount Note as of the date of such redemption, repayment or acceleration. The Amortized Face Amount of a Discount Note shall be the amount equal to:

| | the Issue Price of such Discount Note set forth in the
applicable pricing supplement plus |
| --- | --- |
| | the portion of the difference between the Issue Price and the
principal amount of such Discount Note that has accrued at the
yield to maturity set forth in the pricing supplement (computed
in accordance with generally accepted United States bond yield
computation principles) at the date as of which the Amortized
Face Amount is calculated. |

In no event shall the Amortized Face Amount of such Discount Note exceed its stated principal amount. See also Certain U.S. Federal Income Tax Considerations U.S. Holders.

Repayment and Repurchase

The Notes will not generally be repayable at the option of the holder prior to their Maturity Date. We, in the pricing supplement relating to a Note, may specify that a Note will be repayable at the option of the holder on a date or dates specified prior to its Maturity Date at a price or prices set forth in the applicable pricing supplement, together with accrued interest to the date of repayment.

In order for a Note to be repaid, the Paying Agent must receive at least 30, but not more than 45, days prior to the repayment date:

| | the Note with the form entitled Option to Elect
Repayment on the reverse of the Note duly completed or |
| --- | --- |
| | a facsimile transmission or a letter from a member of a national
securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or trust company in the
United States of America setting forth the name of the holder of
the Note, the principal amount of the Note, the principal amount
of the Note to be repaid, the certificate number or a
description of the tenor and terms of the Note, a statement that
the option to elect repayment is being exercised thereby and a |

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guarantee that the Note to be repaid with the form entitled Option to Elect Repayment on the reverse of the Note duly completed will be received by the Paying Agent not later than five Business Days after the date of such facsimile transmission or letter and such Note and form duly completed are received by the Paying Agent by such fifth Business Day.

Exercise of the repayment option by the holder of a Note shall be irrevocable. The repayment option may be exercised by the holder of a Note for less than the entire principal amount of the Note provided that the principal amount of the Note remaining outstanding after repayment is an authorized denomination.

We may at any time purchase Notes at any price in the open market or otherwise. Notes purchased by us may be held or resold or, at our discretion may be surrendered to the Trustee for cancellation.

Certain Limitations on Claims in Bankruptcy

If a bankruptcy proceeding is commenced in respect of the Company, the claim of the holder of a Discount Note may, under Section 502(b)(2) of Title 11 of the United States Code, be limited to the issue price of such Note plus that portion of any original issue discount that is amortized from the date of issue to the commencement of the proceeding.

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link1 "CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS"

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

General

This section summarizes certain U.S. tax consequences to holders of Notes. The discussion is limited in the following ways:

| | The discussion covers you only if you buy your Notes in the
initial offering of a particular issuance of Notes. |
| --- | --- |
| | The discussion covers you only if you hold your Notes as a
capital asset (that is, for investment purposes), and if you do
not have a special tax status. |
| | The discussion does not cover tax consequences that depend upon
your particular tax situation in addition to your ownership of
Notes. We suggest that you consult your tax advisor about the
consequences of holding Notes in your particular situation. |
| | This discussion does not address tax considerations that may be
important to certain categories of investors subject to special
rules including, but not limited to, financial institutions,
insurance companies, tax-exempt organizations, dealers in
securities, U.S. expatriates, persons who hold the Notes as
part of a hedge, straddle, conversion, or other risk-reduction
transaction, persons subject to alternative minimum tax, or
persons who have a functional currency other than the
U.S. dollar. |
| | The discussion is based on current law. Changes in the law may
change the tax treatment of the Notes, possibly on a retroactive
basis. |
| | The discussion does not cover state, local or foreign law. |
| | The discussion does not cover every type of Note that we might
issue. If we intend to issue a Note of a type not described in
this summary, or of a type described in this summary with terms
warranting additional tax discussion, additional tax information
will be provided in the pricing supplement for the Note. |
| | We have not requested, nor do we intend to obtain, a ruling from
the Internal Revenue Service (the IRS) on the tax
consequences of owning or disposing of the Notes. As a result,
the IRS could disagree with portions of this discussion. |

If you are considering buying Notes, we suggest that you consult your tax advisor about the tax consequences of holding the Notes in your particular situation.

U.S. Holders

This section applies to you if you are a U.S. Holder. A U.S. Holder is:

	an individual U.S. citizen or resident alien;
	a corporation or entity taxable as a corporation for
U.S. Federal income tax purposes that was
created under U.S. law (Federal or state); or
	an estate or trust whose world-wide income is subject to
U.S. Federal income tax.

If a partnership holds Notes, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner of a partnership holding Notes, we suggest that you consult your tax advisor.

Payments of Interest

The tax treatment of interest paid on the Notes depends upon whether the interest is Qualified Stated Interest. A Note may have some interest that is Qualified Stated Interest and some that is not.

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Qualified Stated Interest is any interest that meets all the following conditions:

	It is payable at least once each year.
	It is payable over the entire term of the Note.
	It is payable at a single fixed rate applied to the outstanding
principal of the Notes or, subject to certain conditions and
limitations, is based on one or more indices.
	The Note has a maturity of more than one year from its issue
date.

If any interest on a Note is Qualified Stated Interest, then

| | If you are a cash method taxpayer (including most individual
holders), you must report that interest in your income when you
receive it. |
| --- | --- |
| | If you are an accrual method taxpayer, you must report that
interest in your income as it accrues. |

If any interest on a Note is not Qualified Stated Interest, it is subject to the rules for original issue discount (OID) described below.

Determining Amount of OID

Notes that have OID are subject to additional tax rules. The amount of OID on a Note is determined as follows:

| | The amount of OID on a Note is the stated redemption price
at maturity of the Note minus the issue price
of the Note. If such amount is zero or negative, there is no OID. |
| --- | --- |
| | The stated redemption price at maturity of a Note is
the total amount of all principal and interest payments to be
made on the Note, other than Qualified Stated Interest. When all
interest is Qualified Stated Interest, the stated redemption
price at maturity is the same as the principal amount. |
| | The issue price of a Note is the first price at
which a substantial amount of the Notes are sold to the public
(not including underwriters, wholesalers, or placement agents). |
| | Under a special rule, if the OID determined under the general
formula is very small, it is disregarded and not treated as OID.
Such disregarded OID is called de minimis OID. If all the interest on a Note is Qualified Stated
Interest, the rule applies if the amount of OID is less than the
following items multiplied together: (a) .25%
( 1 / 4 of 1%), (b) the number of full years from the issue date to
the maturity date of the Note, and (c) the principal amount. |

Accrual of OID Into Income

If a Note has OID (a Discount Note), the following consequences arise:

| | You must include the total amount of OID as ordinary income over
the life of the Note. |
| --- | --- |
| | You must include OID in income as the OID accrues on the Notes,
even if you use the cash method of accounting. You will be
required to report OID income, and in some cases pay tax on such
income, before you receive the cash that corresponds to such
income. |
| | OID accrues on a Note on a constant yield method,
which takes into account the compounding of interest. Under the
constant yield method, the accrual of OID on a Note, combined
with the inclusion into income of any Qualified Stated Interest
on the Note, will result in you being taxed at approximately a
constant percentage of your unrecovered investment in the Note. |
| | The amount of OID includible in income by you is the sum of the
daily portions of OID with respect to your Note for
each day of the taxable year (or portion thereof) in which you
hold the Note. The daily portion is determined by allocating to
each day in an accrual period a pro rata portion of the OID
allocable to that accrual period. |

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| | Accruals of OID on a Note will generally be less in the early
years and more in the later years. |
| --- | --- |
| | If any of the interest paid on the Note is not Qualified Stated
Interest, such interest is taxed solely as OID and is not
separately taxed when it is paid to you. |
| | Your tax basis in the Note is initially your cost. Your basis
increases by any OID (but not Qualified Stated Interest) you
report as income. Your basis decreases by any principal payments
you receive on the Note, and by any interest payments you
receive that are not Qualified Stated Interest. |

Notes Subject to Additional Tax Rules

Additional or different tax rules apply to several types of Notes that we may issue.

Short-Term Notes: Notes with a maturity of one year or less are subject to special rules.

| | No interest payable on Short-Term Notes is Qualified Stated
Interest. Otherwise, the amount of OID is calculated in the same
manner as described above. |
| --- | --- |
| | You may make certain elections concerning the method of accrual
(i.e., straight line or constant yield) of OID on Short-Term
Notes over the life of the Notes. |
| | If you are an accrual method taxpayer or in certain other
categories, you must include OID in income as it accrues. |
| | If you are a cash method taxpayer not subject to the accrual
rule described above in the preceding bullet point, you do not
include OID in income until you actually receive payments on the
Note. Alternatively, you can elect to include OID in income as
it accrues. This election applies to all short-term notes
acquired by you during the first taxable year for which the
election is made and all subsequent taxable years, unless the
IRS consents to a revocation. |
| | Two special rules apply if you are a cash method taxpayer and
you do not include OID in income as it accrues. First, if you
sell the Note or it is paid at maturity, and you have a taxable
gain, then the gain is ordinary income to the extent of the
accrued OID on the Note at the time of the sale that you have
not yet taken into income. Second, if you borrow money (or do
not repay outstanding debt) to acquire or hold the Note, then
while you hold the Note you cannot deduct any interest on the
borrowing that corresponds to accrued OID on the Note until you
include the OID in your income. |

Floating Rate Notes: Floating Rate Notes are subject to special OID rules.

| | If the interest rate is based on a single fixed formula based on
objective financial information (which may include a fixed
interest rate for the initial period if certain conditions are
met), all the interest generally will be Qualified Stated
Interest. The amount of OID (if any), and the method of accrual
of OID, will then be calculated by converting the Notes
initial floating rate into a fixed rate and by applying the
general OID rules described above. |
| --- | --- |
| | The Qualified Stated Interest allocable to an accrual period is
increased (or decreased) if the interest actually paid during
such accrual period exceeds (or is less than) the interest
assumed to be paid during the accrual period. |
| | If the Note has more than one formula for interest rates, it is
possible that the combination of interest rates might create
OID. We suggest that you consult your tax advisor concerning the
OID accruals on such a Note. |
| | If we issue Floating Rate Notes, additional discussion of tax
consequences relating to the particular terms of the Notes
issued will be included in the pricing supplement for such Notes. |

Foreign Currency Notes: Foreign Currency Notes are subject to special tax rules.

If you are a cash method taxpayer, you will be taxed on the U.S. dollar value of any foreign currency you receive as interest. The dollar value will be determined as of the date when you receive the payments.

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| | If you are an accrual method taxpayer, you must report interest
income as it accrues. You can use the average foreign currency
exchange rate during the relevant interest accrual period (or,
if that period spans two taxable years, during the portion of
the interest accrual period in the relevant taxable year) to
determine the U.S. dollar value of interest accruals. In
such case, you will make an adjustment (that is, you will have
exchange gain or loss, which is treated as ordinary income or
loss) upon receipt of the foreign currency to reflect actual
exchange rates at that time. Certain alternative elections for
determining the U.S. dollar value of interest accruals may
also be available. |
| --- | --- |
| | Any OID on Foreign Currency Notes will be determined in the
relevant foreign currency. You must accrue OID in the same
manner that an accrual basis holder accrues interest income,
including the recognition of exchange gain or loss upon payment
in foreign currency. |
| | Your initial tax basis in a Foreign Currency Note is the amount
of U.S. dollars you pay for the Note (or, if you pay in
foreign currency, the value of that foreign currency on the
purchase date). Adjustments are made to reflect OID and other
items as described above. |
| | If you collect foreign currency upon the maturity of the Note,
or if you sell the Note for foreign currency, your gain or loss
will be based on the U.S. dollar value of the foreign
currency you receive. For a publicly traded Foreign Currency
Note, the value is determined for cash basis taxpayers on the
settlement date for the sale of the Note, and for accrual basis
taxpayers on the trade date for the sale (although such
taxpayers can also elect the settlement date, which election
must be applied consistently from year to year and cannot be
changed without the consent of the IRS). You will then have a
tax basis in the foreign currency equal to the value reported on
the sale. |
| | Any gain or loss on the sale or retirement of a Note will be
ordinary income or loss to the extent it arises from currency
fluctuations between your purchase date and sale date. Any gain
or loss on the sale of foreign currency will also be ordinary
income or loss. |
| | Special rules apply to Foreign Currency Notes subject to
contingencies or denominated in more than one currency. If we
issue Foreign Currency Notes, additional discussion of the tax
consequences relating to the particular terms of the Foreign
Currency Notes issued will be included in the pricing supplement
for such Notes. |

Other Categories of Notes: Additional rules may apply to certain other categories of Notes that we may offer. The pricing supplement for these Notes may summarize these rules. In addition, we suggest that you consult your tax advisor in these situations. These categories of Notes include:

	Notes with contingent payments;
	Notes that you can put to the Company before their maturity;
	Notes that are callable by the Company before their maturity,
other than typical calls at a premium;
	Indexed Notes with an index tied to currencies; and
	Notes that are extendable at your option or at the option of the
Company.

Premium and Discount

Additional special rules apply in the following situations involving discount or premium:

If you buy a Note in the initial offering for more than the sum of all amounts payable on the Note (other than payments of Qualified Stated Interest), the excess amount you pay will be bond premium. You can elect to use bond premium to reduce your taxable interest income from your Note. Under the election, the total premium will be allocated to interest periods, as an offset to your interest income, on a constant yield basis over the life of your Note that is, with a smaller offset in the early periods and a larger offset in the later periods. If you elect to amortize bond premium on a Note, you must reduce your adjusted tax basis in such Note by the amount of bond premium so amortized. You make this election on your tax return for the year in which you acquire the Note.

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| | However, if you make the election, it automatically applies to
all debt instruments with bond premium that you own during that
year or that you acquire at any time thereafter, unless the IRS
permits you to revoke the election. Special rules may apply if a
Note is subject to a call prior to maturity at a price in excess
of its stated redemption price at maturity. |
| --- | --- |
| | Similarly, if a Note has OID and you buy it in the initial
offering for more than the issue price, the excess (up to the
total amount of OID) is called acquisition premium.
The amount of OID you are required to include in income will be
reduced by this amount over the life of the Note. |
| | If you buy a Note in the initial offering for less than the
initial offering price to the public, special rules concerning
market discount may apply. |

Appropriate adjustments to tax basis are made in these situations. We suggest that you consult your tax advisor if you are in one of these situations.

Accrual Election

You can elect to be taxed on the income from the Note in a different manner than described above. Under the election:

	No interest is Qualified Stated Interest.
	You include amounts in income as it economically accrues to you.
The accrual of income is in accordance with the constant yield
method, based on the compounding of interest. The accrual of
income takes into account stated interest, OID (including de
minimis OID), market discount, and premium.
	Your tax basis is increased by all accruals of income and
decreased by all payments you receive on the Note.
	This election applies only to the Notes with respect to which it
is made, although additional elections will be deemed to have
been made (which may affect other notes owned by you) if this
election is made with respect to a Note with bond premium or
market discount.
	This election is made for the taxable year in which you buy the
Note and may not be revoked without the consent of the IRS.

Sale or Retirement of Notes

On your sale or retirement of your Note:

| | You will have taxable gain or loss equal to the difference
between the amount received by you and your tax basis in the
Note. Your tax basis in the Note generally is your cost,
increased by OID and market discount previously included in
income, and decreased by payments received by you (other than
payments of Qualified Stated Interest) and bond premium
amortized by you. |
| --- | --- |
| | Your gain or loss will generally be capital gain or loss, and
will be long term capital gain or loss if you held the Note for
more than one year. For an individual, the maximum tax rate on
long term capital gains is currently 15%. The deductibility of
capital losses is subject to limitations. |
| | If (a) you purchased the Note with de minimis OID,
(b) you did not make the election to accrue all OID into
income, and (c) you receive the principal amount of the
Note upon the sale or retirement, then you will generally have
capital gain equal to the amount of the de minimis OID. |
| | If you sell the Note between interest payment dates, a portion
of the amount you receive reflects interest that has accrued on
the Note but has not yet been paid by the sale date. That amount
is treated as ordinary interest income and not as sale proceeds. |

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All or part of your gain may be ordinary income rather than capital gain in certain cases. These cases include sales of Short-Term Notes, Discount Notes, Notes with contingent payments, Notes acquired with market discount, or Foreign Currency Notes.

Information Reporting and Backup Withholding

Under the tax rules concerning information reporting to the IRS:

| | assuming you hold your Notes through a broker or other
securities intermediary, the intermediary must provide
information to the IRS and to you on IRS Form 1099
concerning interest, OID and retirement proceeds on your Notes,
unless an exemption applies. As discussed above under
Premium and Discount, if your Notes have OID, the
amount reported to you may have to be adjusted to reflect the
amount you must report on your own tax return. |
| --- | --- |
| | similarly, unless an exemption applies, you must provide the
intermediary with your Taxpayer Identification Number for its
use in reporting information to the IRS. If you are an
individual, this is your social security number. You are also
required to comply with other IRS requirements concerning
information reporting. |
| | if you are subject to these requirements but do not comply, the
intermediary must withhold 28% (increasing to a rate of 31% in
2010) of all amounts payable to you on the Notes (including
principal payments). This is called backup
withholding. If the intermediary withholds payments, you
may use the withheld amount as a credit against your Federal
income tax liability if you provide the required information to
the IRS. |
| | all individuals are subject to these requirements. Some holders,
including all corporations, tax-exempt organizations and
individual retirement accounts, are exempt from these
requirements. |

Tax Consequences to Non-U.S. Holders

This section applies to you if you are a Non-U.S. Holder. A Non-U.S. Holder is:

	an individual that is a nonresident alien;
	a corporation or entity taxable as a corporation for
U.S. Federal income tax purposes created under
non-U.S. law; or
	an estate or trust that is not taxable in the United States on
its worldwide income.

Withholding Taxes

Generally, payments of principal, interest and OID on the Notes will not be subject to U.S. withholding taxes.

However, for the exemption from withholding taxes to apply to you, you must meet one of the following requirements.

| | You provide a completed Form W-8BEN (or substitute form) to
the bank, broker or other intermediary through which you hold
your Notes. The Form W-8BEN contains your name, address and
a statement that you are the beneficial owner of the Notes and
that you are not a U.S. Holder. |
| --- | --- |
| | You hold your Notes directly through a qualified
intermediary, and the qualified intermediary has
sufficient information in its files indicating that you are not
a U.S. Holder. A qualified intermediary is a bank, broker
or other intermediary that (1) is either a U.S. or
non-U.S. entity, (2) is acting out of a
non-U.S. branch or office and (3) has signed an
agreement with the IRS providing that it will administer all or
part of the U.S. Federal tax withholding rules under
specified procedures. |
| | You are entitled to an exemption from withholding tax on
interest under a tax treaty between the United States and your
country of residence. To claim this exemption, you must
generally complete Form W-8BEN and fill out Part II of
the form to state your claim for treaty benefits. In some cases, |

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| | you may instead be permitted to provide documentary evidence of
your claim to the intermediary, or a qualified intermediary may
already have some or all of the necessary evidence in its files. |
| --- | --- |
| | The interest income on the Notes is effectively connected with
the conduct of your trade or business in the United States, and
is not exempt from U.S. tax under a tax treaty. To claim
this exemption, you must complete Form W-8ECI. |

Even if you meet one of the above requirements, interest paid to you will be subject to withholding tax under any of the following circumstances:

| | The withholding agent or an intermediary knows or has reason to
know that you are not entitled to an exemption from withholding
tax. Specific rules apply for this test. |
| --- | --- |
| | The IRS notifies the withholding agent that information that you
or an intermediary provided concerning your status is false. |
| | An intermediary through which you hold the Notes fails to comply
with the procedures necessary to avoid withholding taxes on the
Notes. In particular, an intermediary is generally required to
forward a copy of your Form W-8BEN (or other documentary
information concerning your status) to the withholding agent for
the Notes. However, if you hold your Notes through a qualified
intermediary or if there is a qualified intermediary
in the chain of title between yourself and the withholding agent
for the Notes the qualified intermediary will not
generally forward this information to the withholding agent. |
| | The amount of interest payable on a Note is based on the
earnings of the Company or certain other contingencies. If this
exception applies, additional information will be provided in
the pricing supplement for such Notes. |
| | You own 10% or more of the voting stock of the Company, are a
controlled foreign corporation with respect to the
Company, or are a bank making a loan in the ordinary course of
its business. In these cases, you will be exempt from
withholding taxes only if you are eligible for a treaty
exemption or if the interest income is effectively connected
with your conduct of a trade or business in the United States,
as discussed above, and you comply with the documentary
requirements to claim such benefits. |

Interest payments (including OID) made to you will generally be reported to the IRS and to you on Form 1042-S. However, this reporting does not apply to you if one of the following conditions applies:

| | You hold your Notes directly through a qualified intermediary
and the applicable procedures are complied with. |
| --- | --- |
| | The Notes have an original maturity of 183 days or less
from their issue date. |

The rules regarding withholding are complex and vary depending on your individual situation. They are also subject to change. In addition, special rules apply to certain types of non-U.S. holders of Notes, including partnerships, trusts, and other entities treated as pass-through entities for U.S. Federal income tax purposes. We suggest that you consult with your tax advisor regarding the specific methods for satisfying these requirements.

Sale or Retirement of Notes

If you sell a Note or it is redeemed, you will not be subject to Federal income tax on any gain unless one of the following applies:

| | The gain is connected with a trade or business that you conduct
in the United States. |
| --- | --- |
| | You are an individual, you are present in the United States for
at least 183 days during the year in which you dispose of
the Note, and certain other conditions are satisfied. |
| | The gain represents accrued interest or OID, in which case the
rules for interest would apply. |

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U.S. Trade or Business

If you hold your Note in connection with a trade or business that you are conducting in the United States:

| | Any interest on the Note, and any gain from disposing of the
Note, generally will be subject to income tax as if you were a
U.S. Holder. |
| --- | --- |
| | If you are a corporation, you may be subject to the branch
profits tax on your earnings that are connected with your
U.S. trade or business, including earnings from the Note.
This tax is 30%, but may be reduced or eliminated by an
applicable income tax treaty. |

Estate Taxes

If you are an individual, your Notes will not be subject to U.S. estate tax when you die. However, this rule only applies if, at your death, payments on the Notes were not connected to a trade or business that you were conducting in the United States and you did not own 10% or more of the voting stock of the Company. The determination of residency is different for purposes of U.S. federal estate tax and purposes of U.S. federal income tax. You should consult your tax advisor regarding the U.S. estate tax implications of owning the Notes.

Information Reporting and Backup Withholding

U.S. rules concerning information reporting and backup withholding are described above. These rules apply to Non-U.S. Holders as follows:

| | Principal and interest payments you receive will be
automatically exempt from the usual rules if you are a
Non-U.S. Holder exempt from withholding tax on interest, as
described above. The exemption does not apply if the withholding
agent or an intermediary knows or has reason to know that you
should be subject to the usual information reporting or backup
withholding rules. In addition, as described above, interest
payments made to you may be reported to the IRS on
Form 1042-S. |
| --- | --- |
| | Sale proceeds you receive on a sale of your Notes through a
broker may be subject to information reporting and/or backup
withholding if you are not eligible for an exemption. In
particular, information reporting and backup withholding may
apply if you use the U.S. office of a broker, and
information reporting (but not backup withholding) may apply if
you use the foreign office of a broker that has certain
connections to the United States. In general, you may file
Form W-8BEN to claim an exemption from information
reporting and backup withholding. We suggest that you consult
your tax advisor concerning information reporting and backup
withholding on a sale. |

Non-U.S. Tax Consequences

This Prospectus Supplement does not address the non-U.S. tax consequences of an investment in the Notes. Consequently, any person who is or may be subject to taxation in a jurisdiction other than the United States should consult an independent professional adviser.

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link1 "EUROPEAN UNION SAVINGS TAX DIRECTIVE"

EUROPEAN UNION SAVINGS TAX DIRECTIVE

The Council of the European Union has adopted a Directive regarding the taxation of savings income. The Directive requires Member States to provide to the tax authorities of other Member States details of payments of interest and other similar income paid by a person to an individual resident in another Member State, except that Austria, Belgium and Luxembourg will instead operate a withholding system for a transitional period, unless during such period they elect otherwise.

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link1 "PLAN OF DISTRIBUTION"

PLAN OF DISTRIBUTION

We are offering the Notes on a continuing basis through the Agents. The Agents have agreed to use their reasonable efforts to solicit orders for the purchase of the Notes. We reserve the right to sell Notes directly to investors on our own behalf in those jurisdictions where we are authorized to do so. We will have the sole right to accept orders to purchase Notes and may reject any proposed purchase of Notes in whole or in part. Each Agent will have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes through it in whole or in part. Payment of the purchase price of Notes will be required to be made in immediately available funds. With respect to Notes with maturity periods that are thirty years or shorter, we will pay each Agent a commission ranging from .125% to .750%, depending upon the maturity period of the Notes sold, of the principal amount of Notes sold through such Agent. With respect to Notes sold with maturity periods in excess of thirty years, the commission amount shall be negotiated. No commission will be payable on any sales made directly by us. The following table describes the potential proceeds we will receive but does not include expenses payable by us which we estimate to be approximately $800,000:

Per Note	100%	.125%-.750%	99.25%-99.875%
Total(1)	$800,000,000	$1,000,000-$6,000,000	$794,000,000-$799,000,000

(1) Or the equivalent thereof in one or more foreign currencies.

We may also sell Notes at a discount to an Agent as principal for resale to one or more investors and other purchasers at varying prices related to prevailing market prices at the time of resale or, if set forth in the applicable pricing supplement, at a fixed public offering price, as determined by such Agent. After any initial public offering of Notes to be resold to investors and other purchasers, the public offering price (in the case of Notes to be resold at a fixed public offering price), the concession and the discount may be changed. In addition, an Agent may offer Notes purchased by it as principal to other dealers. Notes sold by an Agent to a dealer may be sold at a discount and, unless otherwise specified in the applicable pricing supplement, such discount allowed will not be in excess of the discount received by such Agent from us. Unless otherwise specified in the applicable pricing supplement, any Note purchased by an Agent as principal will be purchased at 100% of the principal amount thereof less a percentage equal to the commission applicable to an agency sale of a Note of identical maturity.

We may appoint Agents, other than or in addition to the Agents listed in this prospectus supplement, with respect to the Notes. Any other Agents will be named in the applicable pricing supplement and will enter into or otherwise agree to be bound by the terms of the selling agency agreement.

Concurrently with the offering of the Notes through the Agents or otherwise as described herein, we may issue other debt securities as described in the accompanying Prospectus.

Unless otherwise provided in the applicable pricing supplement, we do not intend to apply for the listing of these securities on a national securities exchange. Each Agent may make a market in the Notes, but such Agent is not obligated to do so and may discontinue any market-making at any time without notice. There can be no assurance as to the existence or liquidity of a secondary market for any Notes.

In connection with the offering of Notes, a specified Agent or persons on its behalf may over-allot or effect transactions that stabilize, maintain or otherwise affect the market price of the Notes with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail for a limited period. However, there may be no obligation on the relevant Agent or such other person to do this. Such stabilization, if commenced, may be discontinued at any time and must be brought to an end after a limited period. Such stabilizing, if any, shall be in compliance with all relevant laws and regulations. Such transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of Notes. If the Agents create a short position in Notes, i.e., if they sell Notes in an aggregate principal amount exceeding that set forth in the applicable pricing supplement, the Agents may reduce that short position by purchasing Notes in the open market. In general, purchases of Notes for the purpose of stabilization or to

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reduce a short position could cause the price of Notes to be higher than it might be in the absence of such purchases.

The Agents, whether acting as agent or principal, may be deemed to be underwriters within the meaning of the Securities Act of 1933 (the Securities Act). We have agreed to indemnify the Agents against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Agents may be required to make in respect thereof.

Each Agent and certain of its affiliates may from time to time engage in transactions with, and perform investment banking and commercial lending services for, us and certain of our affiliates in the ordinary course of business for which they have received, or may receive, customary fees and expenses.

link1 "LEGAL OPINIONS"

LEGAL OPINIONS

Certain legal matters relating to the Notes to be offered hereby will be passed upon for us by Flora R. Perez, Esq., Assistant General Counsel of our company, and for the Agents, if any, by Linklaters, 1345 Avenue of the Americas, 19th Floor, New York, New York 10105. Ms. Perez is a full-time employee of our company, and owns, and holds options to purchase, shares of our common stock.

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Prospectus

$800,000,000

RYDER SYSTEM, INC.

Debt Securities

Preferred Stock

Depositary Shares

Common Stock

Warrants

Stock Purchase Contracts

Stock Purchase Units

We, Ryder System, Inc., may offer from time to time

	debt securities,
	shares of preferred stock,
	depositary shares,
	shares of common stock,
	warrants and
	stock purchase contracts and stock purchase units

in one or more series, with an aggregate principal amount (or net proceeds in the case of securities issued at an original issue discount) of up to $800,000,000, including the equivalent thereof in other currencies, or composite currency units, such as the euro, in amounts, at prices and on terms to be determined at the time of offering.

When we offer securities pursuant to this prospectus, we will deliver to you this prospectus as well as a prospectus supplement setting forth the specific terms of the securities being offered. We urge you to read carefully this prospectus and the accompanying prospectus supplement before you make your investment decision.

Our common stock is listed on the New York Stock Exchange under the symbol R. Any common stock sold pursuant to a prospectus supplement will be listed on such exchange, subject to official notice of issuance.

Any debt securities issued under this prospectus will rank equal in right of payment with all our other unsecured and unsubordinated indebtedness.

We may sell the securities to or through underwriters and also may sell the securities directly to other purchasers or through agents or dealers.

This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is November 1, 2005.

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TABLE OF CONTENTS

	Page
About this Prospectus	1
Where You Can Find More Information	1
Incorporation of Certain Documents by Reference	2
Ryder System, Inc.	2
Special Note Regarding Forward-Looking Statements	3
Use of Proceeds	5
Ratio of Earnings to Fixed Charges	5
Description of the Debt Securities	6
Description of the Preferred Stock	13
Description of the Depositary Shares	15
Description of the Common Stock	18
Description of the Warrants	21
Description of the Stock Purchase Contracts and Stock Purchase
Units	22
Plan of Distribution	23
Experts	24
Legal Opinions	24

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No dealer, salesman or other person has been authorized to give any information or to make any representations in connection with the offer made by this prospectus or any prospectus supplement other than those contained in, or incorporated by reference in, this prospectus or any prospectus supplement, and if given or made, such information or representations must not be relied upon as having been authorized by us or any agent, underwriter or dealer. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of any offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The delivery of this prospectus or any prospectus supplement at any time does not imply that the information contained herein or therein is correct as of any time subsequent to their respective dates.

link1 "ABOUT THIS PROSPECTUS"

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement filed by us with the Securities and Exchange Commission, or Commission, utilizing a shelf registration process. Under this shelf process, we may, from time to time, sell any combination of securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any applicable prospectus supplement together with additional information described below under the heading Where You Can Find More Information.

As used in this prospectus, company, we, our and us refer only to Ryder System, Inc. and not any of its subsidiaries, except where the context otherwise requires or as otherwise indicated.

link1 "WHERE YOU CAN FIND MORE INFORMATION"

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the Commission. You may read and copy any document previously filed by us at the Commissions Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. Our filings with the Commission are also available to the public on the Commissions Internet website at http://www.sec.gov.

You can also inspect reports, proxy statements and other information about us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

We have filed with the Commission a registration statement under the Securities Act that registers the distribution of the securities offered hereby. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us and the securities being offered. This prospectus, which forms part of the registration statement, omits certain of the information contained in the registration statement in accordance with the rules and regulations of the Commission. Reference is hereby made to the registration statement and related exhibits for further information with respect to us and the securities offered hereby. Statements contained in this prospectus concerning the provisions of any document are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the registration statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference.

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link1 "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE"

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We incorporate into this prospectus by reference the following documents filed by us with the Commission, each of which should be considered an important part of this prospectus:

| | Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2004 filed with the Commission on
February 24, 2005; |
| --- | --- |
| | Our Quarterly Reports on Form 10-Q for the periods ended
March 31, 2005, June 30, 2005 and September 30,
2005 filed with the Commission on April 28, 2005,
July 28, 2005 and October 27, 2005, respectively; |
| | Our Current Reports on Form 8-K, other than information
furnished pursuant to Item 2.02 or Item 7.01 of
Form 8-K, filed with the Commission on February 4,
2005, February 16, 2005, February 22, 2005,
May 11, 2005, June 3, 2005, July 19, 2005,
August 31, 2005, September 12, 2005,
September 20, 2005, September 27, 2005 and
October 14, 2005; |
| | Description of our common stock contained in our registration
statement on Form 8-A filed with the Commission on
September 10, 1971; and |
| | All subsequent documents filed by us after the date of this
prospectus under Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act of 1934, other than any information furnished
pursuant to Item 2.02 or Item 7.01 of Form 8-K or
as otherwise permitted by Commission rules and regulations. |

Any statement contained in a document deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus and registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus and registration statement. While any securities described herein remain outstanding, we will make available at no cost, upon written or oral request, to any beneficial owner and any prospective purchaser of securities described herein, any of the documents incorporated by reference in this prospectus and registration statement by writing to us at the following address or telephoning us at (305) 500-3726.

Investor Relations

Ryder System, Inc.

11690 NW 105 th Street

Miami, Florida 33178-1103

In addition, we make available free of charge through the Investor Relations page on our website at http://www.ryder.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Commission. Other than the information expressly incorporated by reference into this prospectus, information on, or accessible through, our website is not a part of this prospectus, any prospectus supplement or the registration statement of which this prospectus is a part.

Exhibits to an incorporated document will not be provided unless the exhibit is specifically incorporated by reference into this prospectus.

link1 "RYDER SYSTEM, INC."

RYDER SYSTEM, INC.

We operate in three reportable business segments: (1) Fleet Management Solutions, which provides full service leasing, contract maintenance, contract-related maintenance and commercial rental of trucks, tractors and trailers to customers principally in the U.S., Canada and the U.K.; (2) Supply Chain Solutions, which provides comprehensive supply chain consulting and lead logistics management solutions throughout North America and in Latin America, Europe and Asia; and (3) Dedicated Contract Carriage, which provides vehicles and drivers as part of a dedicated transportation solution in North America. Our customer base includes governments and enterprises operating in a variety of industries including automotive, electronics, high-tech, telecommunications, manufacturing, aerospace, consumer goods, paper and paper products, office equipment, food and beverage, and general retail industries.

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We were incorporated in Florida in 1955. Our principal executive offices are located at 11690 NW 105 th Street, Miami, Florida 33178-1103. Our telephone number is (305) 500-3726. Our website is http://www.ryder.com.

link1 "SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS"

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Forward-looking statements (within the meaning of the Federal Private Securities Litigation Reform Act of 1995) are statements that relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends concerning matters that are not historical facts. These statements are often preceded by or include the words believe, expect, intend, estimate, anticipate, will, may, could, should or similar expressions. This prospectus and the documents incorporated by reference in this prospectus contain forward-looking statements including, but not limited to, statements regarding:

| | our expectations as to anticipated revenue and earnings growth
across all business segments; |
| --- | --- |
| | our ability to improve our competitive advantage by leveraging
our vehicle buying power, reducing vehicle downtime, providing
innovative broad-based supply chain solutions and increasing our
customers competitive position; |
| | anticipated gains on the sale of used vehicles; |
| | our ability to successfully achieve the operational goals that
are the basis of our business strategies, including offering
competitive pricing, optimizing asset utilization, leveraging
the expertise of our various business segments, serving our
customers global needs and expanding our support services; |
| | our ability to successfully identify, consummate and integrate
future acquisitions; |
| | impact of losses from conditional obligations arising from
guarantees; |
| | number of NLE vehicles in inventory over the near term; |
| | our belief as to the adequacy of our insurance coverage and
funding sources and the effectiveness of our interest and
foreign currency exchange rate risk management programs; |
| | our relationship with our employees; |
| | our belief that we can continue to realize significant savings
from our cost management initiatives and process improvement
actions; |
| | potential impact and adequacy of insurance coverage for severe
weather events; |
| | estimates of capital expenditures for the remainder of the year; |
| | the adequacy of our accounting estimates and reserves for
pension expense, depreciation and residual value guarantees,
self-insurance reserves, goodwill impairment, accounting changes
and income taxes; |
| | our belief that we have not entered into any other transactions
since 2000 that raise the same type of issues identified by the
IRS in their audit of the 1998 to 2000 tax period; |
| | our ability to fund all of our operations in 2005 through
internally generated funds and outside funding sources; and |
| | the anticipated cost of environmental liabilities. |

These statements, as well as other forward-looking statements contained in this prospectus and the documents incorporated by reference in this prospectus, are based on our current plans and expectations and are subject to risks, uncertainties and assumptions. We caution readers that certain important factors could cause actual results and events to differ significantly from those expressed in any forward-looking statements. These risk factors include, but are not limited to, the following:

Market Conditions:

| | Changes in general economic conditions in the U.S. and worldwide
leading to decreased demand for our services, lower profit
margins and increased levels of bad debt; |
| --- | --- |
| | Changes in our customers operations, financial condition
or business environment that may limit their need for, or
ability to purchase, our services; |

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| | Changes in market conditions affecting the commercial rental
market or the sale of used vehicles; |
| --- | --- |
| | Less than anticipated growth rates in the markets in which we
operate; and |
| | The effect of severe weather events on our operations and the
economy. |

Competition:

| | Competition from other service providers, some of which have
greater capital resources or lower capital costs; |
| --- | --- |
| | Continued consolidation in the markets in which we operate which
may create large competitors with greater financial resources; |
| | Competition from vehicle manufacturers in our foreign FMS
business operations; and |
| | Our inability to maintain current pricing levels due to customer
acceptance or competition. |

Profitability:

	Our inability to obtain adequate profit margins for our services;
	Lower than expected customer retention levels;
	Loss of a key customer in our SCS business segment;
	Unexpected reserves and/or write-offs due to the deterioration
of the credit worthiness of certain customers in our SCS
business segment;
	Our inability to adapt our product offerings to meet changing
consumer preferences on a cost-effective basis;
	The inability of our business segments to create operating
efficiencies;
	Increases in fuel prices, and/or availability of fuel;
	Our inability to successfully implement our asset management
initiatives;
	An increase in the cost of, or shortages in the availability of,
qualified drivers;
	Labor strikes and work stoppages;
	Our inability to manage our cost structure; and
	Our inability to limit our exposure for customer claims.

Government Regulation:

Cost of compliance with new or changing government regulations, including regulations regarding vehicle emissions, drivers, hours of service and anti-terrorism and security regulations issued by the Department of Homeland Security and the U.S. Customs Service.

Financing Concerns:

| | Higher borrowing costs and possible decreases in available
funding sources caused by an adverse change in our debt ratings; |
| --- | --- |
| | Unanticipated interest rate and currency exchange rate
fluctuations; and |
| | Negative funding status of our pension plans caused by lower
than expected returns on invested assets and unanticipated
changes in interest rates. |

Accounting Matters:

| | Impact of unusual items resulting from on-going evaluations of
business strategies, asset valuations, acquisitions,
divestitures and organizational structure; |
| --- | --- |
| | Reductions in residual values or useful lives of revenue earning
equipment; |
| | Increases in compensation levels, retirement rate and mortality
resulting in higher pension expense; |
| | Increases in healthcare costs resulting in higher insurance
reserves; and |

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Changes in accounting rules, assumptions and accruals.

Other risks detailed from time to time in our Commission filings.

The risks included here are not exhaustive. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. As a result, no assurance can be given as to our future results or achievements. You should not place undue reliance on the forward-looking statements contained herein, which speak only as of the date of this prospectus. We do not intend, or assume any obligation, to update or revise any forward-looking statements contained in this prospectus, whether as a result of new information, future events or otherwise.

link1 "USE OF PROCEEDS"

USE OF PROCEEDS

Unless otherwise specified in the prospectus supplement, we intend to use the net proceeds from the sale of the securities offered by this prospectus and any accompanying prospectus supplement for general corporate purposes, which may include the repayment of indebtedness, working capital, capital expenditures, acquisitions and the repurchase of shares of our equity securities. Pending use for these purposes, we may invest proceeds from the sale of the securities in short-term marketable securities. The precise amount and timing of sales of any securities will be dependent on market conditions and the availability and cost of other funds to us.

link1 "RATIO OF EARNINGS TO FIXED CHARGES"

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges for Ryder and its subsidiaries, whether or not consolidated, for each of the nine-month periods ended September 30, 2005 and 2004, and for each of the years in the five-year period ended December 31, 2004. For purposes of computing the ratio of earnings to fixed charges, fixed charges consist of interest expense and other financial charges plus interest capitalized and that portion (one third) of rental expense considered to be interest. Earnings are computed by adding fixed charges, except interest capitalized, to earnings from continuing operations before income taxes and cumulative effect of changes in accounting principles. Prior period ratios have been restated to exclude discontinued operations. Because we had no shares of preferred stock outstanding during any of the periods presented or as of the date of this prospectus, we do not separately present the ratio of earnings to combined fixed charges and preferred stock dividends.

Nine Months Ended
September 30		Years Ended December 31
2005	2004	2004	2003	2002	2001	2000
2.99	3.08	3.11	2.16	1.80	1.10	1.44

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link1 "DESCRIPTION OF THE DEBT SECURITIES"

DESCRIPTION OF THE DEBT SECURITIES

The following is a description of the general terms and provisions that may apply to the debt securities. The particular terms of any debt securities offered hereby will be described in the prospectus supplement relating to those debt securities which may add, update or change the terms described in this prospectus. To review the terms of any debt securities offered by this prospectus, you must review both this prospectus and the relevant prospectus supplement.

The debt securities will be unsecured and unsubordinated obligations of our company and will be issued from time to time under the Indenture dated as of October 3, 2003 between us and J.P. Morgan Trust Company, National Association, as trustee. The indenture is subject to and governed by the Trust Indenture Act of 1939.

Following is a brief description of certain provisions of the indenture. This description is not complete and is subject to the detailed provisions of the indenture. The indenture is incorporated by reference in the registration statement of which this prospectus is a part. Section references appearing below are to the indenture. Whenever particular provisions of the indenture are referenced, such provisions are incorporated by reference as part of the statement made, and the statement is qualified in its entirety by such reference. Any capitalized term used in this description and not defined shall have the meaning given to such term in the indenture. We urge you to read the indenture (and any amendments thereto) in its entirety because it, and not the following description, defines your rights as a holder of debt securities.

General

The indenture does not limit the amount of debt securities that we may issue. Debt securities may be issued up to the principal amount authorized by our board of directors from time to time. The aggregate principal amount of the debt securities to be offered by this prospectus will not exceed $800,000,000 (or its foreign exchange rate equivalent if any debt securities are offered in currencies other than U.S. dollars).

Unless otherwise provided in the prospectus supplement accompanying this prospectus, the debt securities will be issued in fully registered form without coupons (registered securities). In addition, debt securities may be issued in the form of one or more global securities (each a global security). Registered securities which are book-entry securities (book-entry securities) will be issued as registered global securities.

Debt securities of a single series may be issued at various times with different maturity dates and different principal repayment provisions, may bear interest at different rates, may be issued at or above par or with an original issue discount, and may otherwise vary, all as provided in the indenture.

The debt securities will be unsecured and unsubordinated general obligations of our company and will rank equal in right of payment with all our other unsecured and unsubordinated indebtedness.

Reference is made to the prospectus supplement relating to the particular series of debt securities for the following terms of such debt securities:

	the title of such debt securities;
	any limit upon the aggregate principal amount of such debt
securities;
	the initial public offering price;
	the currency or currency unit of payment;
	the date or date on which the principal of such debt securities
is payable;
	the rate or rates at which such debt securities will bear
interest or the method for calculating such rate, if any, the
date or dates from which such interest will accrue, the dates on
which such interest will be payable and the record date for the
interest payable on any interest payment date;
	whether such debt securities will be issued as registered
securities or bearer securities or both;

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| | the place where the principal of and interest on such debt
securities will be payable; |
| --- | --- |
| | the period or periods, if any, within which the price or prices
at which and the terms and conditions upon which such debt
securities may be redeemed by us; |
| | whether we are obligated to redeem or purchase such debt
securities pursuant to any sinking fund or at the option of a
holder thereof, and the terms and conditions upon which such
debt securities shall be redeemed or purchased pursuant to such
obligation; |
| | any provisions for the remarketing of the debt securities by and
on behalf of us; |
| | if other than denominations of $1,000 and integral multiples
thereof, the denominations in which such debt securities shall
be issuable; |
| | if other than the principal amount thereof, the portion of the
principal amount of such debt securities which shall be payable
upon declaration of acceleration of the maturity thereof; |
| | whether the offered debt securities are to be issued in whole or
in part in the form of one or more global securities and, if so,
the identity of the depositary for such global security or
securities and the terms and conditions, if any, upon which such
global securities may be exchanged for individual certificates; |
| | whether and under what circumstances we will pay Additional
Amounts to any holder of offered debt securities who is not a
United States person in respect of any tax, assessment or other
governmental charge required to be withheld or deducted and, if
so, whether we will have the option to redeem rather than pay
any Additional Amounts; |
| | any additions, deletions or modifications to the covenants,
events of default or our ability to discharge our obligations
set forth in the indenture, that will be applicable with respect
to the offered debt securities; and |
| | any other terms not inconsistent with the indenture.
(Section 2.02.) |

A debt security will not be valid until authenticated by the manual signature of the trustee or an authenticating agent. Such signature will be conclusive evidence that the debt security has been authenticated under the indenture. (Section 2.03.)

Some of the debt securities may be issued as original issue discount debt securities. Original issue discount securities bear no interest or bear interest at below-market rates. These are sold at a discount below their stated principal amount. If we issue these securities, the prospectus supplement will describe any special tax, accounting, or other considerations relevant to these securities.

Transfer and Exchange

We will maintain an office or agency in The City of New York where registered debt securities may be presented for registration of transfer or exchange (registrar). Unless otherwise provided in the prospectus supplement, a registered holder of debt securities will be able to transfer registered debt securities at the office of the registrar we name in the prospectus supplement. The registered holder may also exchange registered debt securities at the office of the registrar for an equal aggregate principal amount of registered debt securities of the series having the same maturity date, interest rate and other terms as long as the debt securities are issued in authorized denominations. (Sections 2.05, 2.08 and 4.04.)

Neither we nor the trustee will impose a service charge for any transfer or exchange of a debt security; however, a holder may be required to pay any tax or governmental charge in connection with a transfer or exchange of a debt security.

For a discussion of certain restrictions on the registration, transfer and exchange of global securities, see Global Securities. If we fail to maintain a registrar the trustee will act as such. We or any of our subsidiaries may act as registrar.

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Certain Definitions

A summary of the definitions of certain terms used in the indenture follows (reference should be made to Article I of the indenture for complete definitions of the following and other terms):

Additional Amounts means any additional amounts which are required by a debt security or by or pursuant to a board resolution, under circumstances specified therein, to be paid by us in respect of certain taxes, assessments or other governmental charges imposed on certain holders of debt securities.

After-Acquired Indebtedness means (a) pre-existing indebtedness assumed by us or a Restricted Subsidiary as a result of the acquisition of the assets or stock of an entity other than a Subsidiary of ours, (b) liens on property existing at the time of acquisition of said property and (c) indebtedness of an Unrestricted Subsidiary which is outstanding at the time such Unrestricted Subsidiary becomes a Restricted Subsidiary subsequent to the date of the indenture.

Consolidated when used with respect to any other term, means such term as reflected in a consolidation of our and our Restricted Subsidiaries accounts in accordance with generally accepted accounting principles.

Foreign Financing Subsidiary means any subsidiary not organized under the laws of the United States of America, engaged in the business of lending to, or borrowing on behalf of, us or our Restricted Subsidiaries.

Indebtedness means indebtedness other than Subordinated Indebtedness of ours or any of our Restricted Subsidiaries for borrowed money or leasing obligations as reflected on the Consolidated balance sheet of our company and our Restricted Subsidiaries, and indebtedness of other parties guaranteed by us or our Restricted Subsidiaries.

Intercompany Indebtedness means any Indebtedness owed directly between us and/or our Restricted Subsidiaries.

Leasing Indebtedness means the capitalized Indebtedness of any leasing obligations on personal property.

Net Tangible Assets means total assets as reflected on the Consolidated balance sheet of our company and our Restricted Subsidiaries, after deduction for minority interests, less: (a) goodwill and other intangibles, (b) amounts invested in, advanced to, or equity in Unrestricted Subsidiaries and (c) unamortized debt discount.

Original Issue Discount Debt Security means a debt security which provides that an amount less than the principal amount thereof shall become due and payable upon acceleration of the maturity or redemption thereof, or any debt security which for United States Federal income tax purposes would be considered an original issue discount debt security.

Real Property Indebtedness means Indebtedness secured by real property acquired by us or any of our Restricted Subsidiaries after the date of the indenture, including both mortgage and lease financing.

Restricted Subsidiary means any Subsidiary other than an Unrestricted Subsidiary.

Secured Indebtedness means Indebtedness, other than Intercompany Indebtedness, secured by a lien on any property and any unsecured Indebtedness of any Restricted Subsidiary other than a Foreign Financing Subsidiary.

Unrestricted Subsidiary means (a) any Subsidiary (other than a Foreign Financing Subsidiary) substantially all of the property of which is located or substantially all of the business of which is conducted outside of the United States of America or its possessions and (b) any other Subsidiary (including, if so designated, a Foreign Financing Subsidiary) so designated by our board of directors or our chief executive officer.

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Certain Covenants

Limitation on Secured Indebtedness.

Unless otherwise provided in the prospectus supplement, we and our Restricted Subsidiaries will not incur any Secured Indebtedness unless debt securities then outstanding are equally and ratably secured, with the following exceptions:

	Secured Indebtedness existing at the date of the indenture;
	Indebtedness of a corporation in existence at the time it
becomes a Restricted Subsidiary;
	After-Acquired Indebtedness;
	Intercompany Indebtedness secured in favor of us or any
Restricted Subsidiary;
	Indebtedness deemed Secured Indebtedness by virtue of certain
liens or charges not yet due or payable without penalty or which
are being contested and for which reserves have been set aside;
	industrial revenue bond Indebtedness;
	Real Property Indebtedness;
	Leasing Indebtedness not to exceed a total of 10% of
Consolidated Net Tangible Assets; and
	all other Secured Indebtedness (in addition to that otherwise
permitted above) not to exceed a total of 20% of Consolidated
Net Tangible Assets. (Section 4.06.)

Limitation on Consolidations and Mergers.

We shall not consolidate with or merge into, or transfer all or substantially all of our assets to, another entity unless such entity assumes all the obligations under the debt securities and the indenture and certain other conditions are met (whereupon all our obligations under the indenture shall terminate). (Section 5.01.)

Events of Default and Remedies

Unless otherwise provided in the prospectus supplement, the events of default with respect to the debt securities of any series are:

	default for 30 days in the payment of interest thereon;
	default in the payment of principal thereof;
	default in performance by us of any other agreement with respect
thereto which continues for 60 days after written notice;
and
	certain events of bankruptcy, insolvency or reorganization.
(Section 6.01.)

If an event of default is continuing with respect to the debt securities of any series, the trustee or the holders of 25% in aggregate principal amount of the debt securities of that series then outstanding, by notice in writing to us and the trustee, may accelerate the principal of such debt securities, but the holders of a majority in aggregate principal amount of such debt securities then outstanding may rescind such acceleration if all existing events of default have been cured. (Section 6.02.)

Holders of debt securities may not enforce the indenture except in the case of the failure of the trustee, for 60 days, to act after notice of an event of default and a request to enforce the indenture by the holders of 25% in aggregate principal amount of the series of debt securities affected thereby and an offer of indemnity satisfactory to the trustee. (Section 6.06.) This provision will not prevent any holder of a debt security from enforcing payment of the principal of and interest on such debt security at the respective due dates thereof. (Section 6.07.) The holders of a majority in aggregate principal amount of the debt securities of any series then outstanding may direct the manner of conducting any proceedings for any remedy or trust power available to the trustee. The trustee, however, may refuse to follow any direction that conflicts with law or the

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indenture, is unduly prejudicial to holders of other debt securities or would involve the trustee in personal liability. (Section 6.05.)

Holders of a majority in aggregate principal amount of any series of debt securities then outstanding may waive on behalf of all holders of debt securities of that series any default with respect to that series except a default in the payment of the principal or interest on such debt securities. (Section 6.04.)

The indenture provides that the trustee may withhold notice to the holders of any series of debt securities issued of any default if the trustee considers it in the interest of such holder to do so, provided the trustee may not withhold notice of default in the payment of principal of or interest on any of the debt securities of such series.

We will furnish an annual officers certificate to the trustee as to our compliance with all conditions and covenants set forth in the indenture. (Section 4.03.)

Satisfaction and Discharge

Unless otherwise provided in the prospectus supplement, we may terminate certain of our obligations under the indenture, including our obligation to comply with the covenants described above, with respect to any series of debt securities which does not provide for the payment of any Additional Amounts, on the terms and subject to the conditions contained in the indenture, by irrevocably depositing in trust with the trustee money or U.S. government obligations sufficient to pay principal and interest on such debt securities to maturity. Such deposit and termination is conditioned upon our delivery of an opinion of independent tax counsel that the holders of such debt securities will have no Federal income tax consequences as a result of such deposit and termination. (Section 8.01.)

Modification and Waiver

We and the trustee, with the consent of the holders of a majority in aggregate principal amount of the then outstanding debt securities affected, may execute supplemental indentures amending the indenture or such debt securities, except that no such amendment may, without the consent of the holders of the affected debt securities, among other things, change the maturity or reduce the principal amount thereof, change the rate or the time of payment of interest thereon, change any obligation on our part to pay Additional Amounts relating to a particular debt security or reduce the amount of principal of an Original Issue Discount Debt Security that would be due and payable upon a declaration of acceleration of the maturity thereof. (Sections 9.02 and 9.03.)

We and the trustee may also, without the consent of any holders of debt securities, enter into supplemental indentures for the purposes of, among other things, curing ambiguities and inconsistencies, addressing changes in generally accepted accounting principles and making changes that do not adversely affect the rights of any holders of debt securities. (Section 9.01.)

Payment and Paying Agents

We will maintain an office or agency where the debt securities may be presented for payment (paying agent). Unless otherwise provided in the prospectus supplement, payment of principal of, premium, if any, and interest, if any, on registered securities will be made in U.S. dollars at the office of such paying agent or paying agents as we may designate from time to time, except that at our option payment of any interest may be made by check mailed to the address of the person entitled thereto as such address shall appear in the security register maintained by the registrar. Unless otherwise provided in the prospectus supplement, payment of any installment of interest on registered securities will be made to the person in whose name such registered security is registered at the close of business on the regular record date for such interest. (Section 4.01.)

Unless otherwise provided in the prospectus supplement, the corporate trust office of the trustee in The City of New York will be designated as our sole paying agent for payments with respect to offered debt securities that are issuable solely as registered securities. Any paying agents outside the United States and any

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other paying agents in the United States initially designated by us for the offered debt securities will be named in the prospectus supplement. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that, if debt securities of a series are issuable solely as registered securities, we will be required to maintain a paying agent in each place of payment for such series. (Section 4.04.) If we fail to maintain a paying agent the trustee will act as such. We or any of our subsidiaries may act as paying agent.

Global Securities

The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary (a depositary) identified in the prospectus supplement relating to such series. Global securities may be issued in registered, and in either temporary or definitive form. Unless and until it is exchanged in whole for debt securities in definitive form, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor. (Section 2.16.)

The specific terms of any depositary arrangement with respect to the offered debt securities will be described in the prospectus supplement relating thereto. Unless otherwise specified in the prospectus supplement, we anticipate that the following provision will apply to all depositary arrangements.

Unless otherwise specified in the prospectus supplement, registered securities that are to be represented by a global security to be deposited with or on behalf of a depositary will be represented by a global security registered in the name of such depositary or its nominee. (Section 2.16.) Upon the issuance of a global security in registered form, the depositary for such global security will credit, on its book-entry registration and transfer system, the respective principal amounts of the debt securities represented by such global security to the accounts of institutions that have accounts with such depositary or its nominee (participants). The accounts to be credited shall be designated by the underwriters or selling agents for such debt securities, or by us if such debt securities are offered and sold directly by us. Ownership of beneficial interests in such global securities will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in such global securities will be shown on, and the transfer of that ownership will be effected only through, records maintained by the depositary or its nominee for such global security or by participants or persons that hold through participants. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in a global security.

So long as the depositary for a global security in registered form, or its nominee, is the registered owner of such global security, such depositary or such nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by such global security for all purposes under the indenture governing such debt securities. Except as set forth below, owners of beneficial interests in such global securities will not be entitled to have debt securities of the series represented by such global security registered in their names, will not receive or be entitled to receive physical delivery of debt securities of such series in definitive form and will not be considered the owners or holders thereof under the indenture.

Payment of principal of, premium, if any, and interest, if any, on debt securities registered in the name of or held by a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner or the holder of the global security representing such debt securities. None of us, the trustee, any paying agent or the registrar for such debt securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global security for such debt securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (Section 2.15.)

We expect that the depositary for debt securities of a series, upon receipt of any payment of principal of, premium, if any, or interest, if any, on permanent global securities, will immediately credit participants accounts with payments in amounts proportionate to their respective beneficial interests in the principal

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amount of such global securities as shown on the records of such depositary. We also expect that payments by participants to owners of beneficial interests in such global security held through such participants will be governed by standing instructions and customary practices.

If a depositary for registered securities is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by us within 90 days, we will issue individual certificates for the registered securities in definitive form in exchange for the global security or securities representing such registered securities. In addition, we may at any time and in our sole discretion determine not to have any registered securities represented by one or more global securities and, in such event, will issue individual certificates for the registered securities in definitive form in exchange for the global security or securities representing such registered securities. In any such instance, an owner of a beneficial interest in a global security will be entitled to physical delivery in definitive form of individual certificates for the registered securities of the series represented by such global security equal in principal amount to such beneficial interest and to have such individual certificates registered in the name of the owner of such beneficial interest. (Section 2.16.)

Absence of Certain Covenants

We are not restricted by the indenture from paying dividends or from incurring, assuming or becoming liable for any type of debt or other obligation or creating liens on our property, except as set forth under Certain Covenants-Limitation on Secured Indebtedness. The indenture does not require the maintenance of any financial ratios or specified levels of net worth or liquidity. The indenture contains no provisions which afford holders of the debt securities protection in the event of a highly leveraged transaction involving our company.

Regarding the Trustee

J.P. Morgan Trust Company, National Association is the trustee under the indenture. J.P. Morgan Trust Company, National Association and its affiliates also act as depositary for funds of, makes loans to, acts as trustee and performs certain other services for, us and certain of our subsidiaries and affiliates in the normal course of our business.

Notices

Notices to holders of registered debt securities will be mailed by first class mail to the address on the register kept by the registrar. (Section 10.02.)

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link1 "DESCRIPTION OF THE PREFERRED STOCK"

DESCRIPTION OF THE PREFERRED STOCK

The following is a description of the general terms and provisions that may apply to our preferred stock. The particular terms of any series of preferred stock offered hereby will be described in the prospectus supplement relating to that series of preferred stock which may add, update or change the terms described in this prospectus. To review the terms of any preferred stock offered by this prospectus, you must review both this prospectus and the relevant prospectus supplement.

All the terms of the preferred stock are, or will be, contained in our restated articles of incorporation, the articles of amendment relating to each series of the preferred stock and our bylaws, which are, or will be, filed with the Commission at the time we issue a series of the preferred stock. The following summary is qualified in its entirety by reference to our restated articles of incorporation, the relevant articles of amendment and our bylaws. Reference is also made to the Florida Business Corporation Act, or FBCA.

Our restated articles of incorporation authorize us to issue up to 3,800,917 shares of preferred stock, no par value per share. As of the date of this prospectus, no shares of preferred stock were issued and outstanding. Subject to limitations prescribed by law, our board of directors is authorized at any time, without shareholder action, to:

	issue one or more series of preferred stock;
	determine the designation for any series by number, letter or
title that shall distinguish the series from any other series of
preferred stock; and
	determine the number of shares in any series.

Our board of directors is authorized to determine, for each series of preferred stock, and the prospectus supplement relating to such series of preferred stock will set forth, the following information:

| | whether dividends on that series of preferred stock will be
cumulative and, if so, from which date; |
| --- | --- |
| | the dividend rate; |
| | the dividend payment date or dates; |
| | the liquidation preference per share of that series of preferred
stock, if any; |
| | any conversion provisions applicable to that series of preferred
stock; |
| | any redemption or sinking fund provisions applicable to that
series of preferred stock; |
| | the voting rights of that series of preferred stock, if
any; and |
| | the terms of any other preferences or special rights applicable
to that series of preferred stock. |

The preferred stock, when issued, will be fully paid and nonassessable.

Rank

The shares of preferred stock of any series will have the rank set forth in the relevant articles of amendment and described in the prospectus supplement relating to such series of preferred stock.

Dividends

The articles of amendment setting forth the terms of a series of preferred stock may provide that holders of that series are entitled to receive dividends, when, as and if authorized by our board of directors out of funds legally available for dividends. The rates and dates of payment of dividends and any other terms applicable to the dividends will be set forth in the relevant articles of amendment and described in the prospectus supplement relating to such series of preferred stock.

Payment of dividends on any series of preferred stock may be restricted by loan agreements, indentures and other transactions we may enter into.

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Convertibility

The articles of amendment setting forth the terms of a series of preferred stock may provide that, and the prospectus supplement relating to such series of preferred stock, may describe the terms, if any, on which, shares of that series are convertible into, or exchangeable for, shares of our common stock or other securities or property.

Redemption

If so specified in the articles of amendment setting forth the terms of a series of preferred stock, a series of preferred stock may be redeemable at our or the holders option and/or may be mandatorily redeemed partially or in whole. Any redemption rights granted in the articles of amendment for a series of preferred stock offered hereby will be described in the relevant prospectus supplement.

Shares of preferred stock that we redeem or otherwise reacquire will resume the status of authorized and unissued shares of preferred stock undesignated as to series, and will be available for subsequent issuance.

Liquidation

In the event our company voluntarily or involuntarily liquidates, dissolves or winds up, the holders of each series of preferred stock may be entitled to receive a liquidation preference. The terms and conditions of any liquidation preference granted to the holders of a series of preferred stock will be set forth in the articles of amendment relating to such series and will be described in the relevant prospectus supplement.

Voting

The holders of preferred stock will not have any voting rights, except as required by the FBCA or as provided in the articles of amendment relating to a particular series of preferred stock and the relevant prospectus supplement.

Other Rights

The articles of amendment setting forth the terms of a series of preferred stock may provide that the holders of that series of preferred stock are entitled to preemptive, sinking fund or other rights. The prospectus supplement relating to such series of preferred stock will contain a description of any such rights. The rights, preferences and privileges of holders of a series of preferred stock could be subject to, and may be adversely affected by, the rights of the holders of shares of any other series of preferred stock, if any, which may be issued in the future.

Anti-Takeover Effects of our Articles of Incorporation

Our restated articles of incorporation provide that the consent of the holders of a majority of each series of outstanding preferred stock shall be required in order to effect a merger or consolidation of the company with or into any other corporation or the sale of all or substantially all of the assets of the company in exchange for stock or securities of another corporation unless: (i) the surviving corporation will not have, after such transaction, any stock either authorized or outstanding that ranks prior to the preferred stock, or to the stock of the surviving corporation issued in exchange therefor, in respect of payment of dividends or distribution of assets (except such stock of the company as may have been authorized or outstanding immediately prior to the transaction), and (ii) the merger or consolidation results in no change in the rights, privileges or preferences of such series of preferred stock or the stock of the surviving corporation issued in exchange therefor. While we currently do not have any shares of preferred stock outstanding, the issuance of any shares of preferred stock in the future may delay, defer or prevent a merger or sale of all or substantially all of the companys assets.

Transfer Agent and Registrar

We will designate the transfer agent for each series of preferred stock in the prospectus supplement.

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link1 "DESCRIPTION OF THE DEPOSITARY SHARES"

DESCRIPTION OF THE DEPOSITARY SHARES

If we elect to offer fractional shares of preferred stock, rather than full shares of preferred stock, we will issue receipts for depositary shares, and each of these depositary shares will represent a fraction of a share of a particular series of preferred stock. Each owner of a depositary share will be entitled, in proportion to the applicable fractional interest in shares of preferred stock underlying that depositary share, to all rights and preferences of the preferred stock underlying that depositary share. Those rights include dividend, voting, redemption and liquidation rights.

The shares of preferred stock underlying the depositary shares will be deposited with a depositary under a deposit agreement between us, the depositary and the holders of the depositary receipts evidencing the depositary shares. The depositary will be a bank or trust company selected by us. The depositary will also act as the transfer agent, registrar and dividend disbursing agent for the depositary shares.

Holders of depositary receipts agree to be bound by the deposit agreement, which requires holders to take certain actions such as filing proof of residence and paying certain charges.

The following is a summary of the most important terms of the depositary shares. The particular terms of any depositary shares offered hereby will be described in the prospectus supplement relating to the depositary shares which may add, update or change the terms described in this prospectus. To review the terms of any depositary shares offered by this prospectus, you must review both this prospectus and the relevant prospectus supplement.

All the terms of the depositary shares are, or will be, contained in the deposit agreement, our restated articles of incorporation and the articles of amendment for the applicable series of preferred stock that are, or will be, filed with the Commission. The following summary is qualified in its entirety by reference to the deposit agreement, our restated articles of incorporation and the articles of amendment for the applicable series of preferred stock.

Dividends

The depositary will distribute all cash dividends or other cash distributions received relating to the series of preferred stock underlying the depositary shares, to the record holders of depositary receipts in proportion to the number of depositary shares owned by those holders on the relevant record date. The record date for the depositary shares will be the same date as the record date for the preferred stock.

In the event of a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary receipts that are entitled to receive the distribution. However, if the depositary determines that it is not feasible to make the distribution, the depositary may, with our approval, adopt another method for the distribution. The method may include selling the property and distributing the net proceeds to the holders.

Liquidation Preference

In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of each depositary share will be entitled to receive the fraction of the liquidation preference, if any, accorded each share of the applicable series of preferred stock, as set forth in the relevant prospectus supplement for the depositary shares.

Redemption

If a series of preferred stock underlying the depositary shares is subject to redemption, the depositary shares will be redeemed from the proceeds received by the depositary resulting from the redemption, in whole or in part, of preferred stock held by the depositary. Whenever we redeem any preferred stock held by the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing the preferred stock so redeemed. The redemption price per depositary share will be equal to the applicable fraction of the redemption price payable per share for the applicable series of preferred stock. If

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fewer than all the depositary shares are redeemed, the depositary shares will be selected by lot or ratably as the depositary will decide.

Voting

Upon receipt of notice of any meeting at which the holders of preferred stock are entitled to vote, the depositary will mail the information contained in the notice of meeting to the record holders of the depositary receipts representing the preferred stock. Each record holder of those depositary receipts on the record date will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of preferred stock underlying that holders depositary shares. The record date for the depositary shares will be the same date as the record date for the preferred stock. The depositary will try, as far as practicable, to vote the preferred stock underlying the depositary shares in a manner consistent with the instructions of the holders of the depositary receipts. We will agree to take all action which may be deemed necessary by the depositary in order to enable the depositary to do so. The depositary will not vote the preferred stock to the extent that it does not receive specific instructions from the holders of depositary receipts.

Withdrawal of Preferred Stock

Owners of depositary shares are entitled, upon surrender of depositary receipts at the principal office of the depositary and payment of any unpaid amount due the depositary, to receive the number of whole shares of preferred stock underlying the depositary shares. Partial shares of preferred stock will not be issued. These holders of preferred stock will not be entitled to deposit the shares under the deposit agreement or to receive depositary receipts evidencing depositary shares for the preferred stock.

Amendment and Termination of Deposit Agreement

The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be amended at any time and from time to time by agreement between us and the depositary. However, any amendment which materially and adversely alters the rights of the holders of depositary shares, other than any change in fees, will not be effective unless the amendment has been approved by at least a majority of the depositary shares then outstanding. The deposit agreement automatically terminates if:

	all outstanding depositary shares have been redeemed; or
	there has been a final distribution relating to the preferred
stock in connection with our dissolution, and that distribution
has been made to all the holders of depositary shares.

Charges of Depositary

We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will also pay charges of the depositary in connection with the initial deposit of the preferred stock and the initial issuance of the depositary shares, any redemption of the preferred stock and all withdrawals of preferred stock by owners of depositary shares. Holders of depositary receipts will pay transfer, income and other taxes and governmental charges and certain other charges as provided in the deposit agreement. In certain circumstances, the depositary may refuse to transfer depositary shares, withhold dividends and distributions, and sell the depositary shares evidenced by the depositary receipt, if the charges are not paid.

Reports to Holders

The depositary will forward to the holders of depositary receipts all reports and communications we deliver to the depositary that we are required to furnish to the holders of the preferred stock. In addition, the depositary will make available for inspection by holders of depositary receipts at the principal office of the depositary, and at other places as it thinks is advisable, any reports and communications we deliver to the depositary as the holder of preferred stock.

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Liability and Legal Proceedings

Neither we nor the depositary will be liable if either we or the depositary is prevented or delayed by law or any circumstance beyond our control in performing our obligations under the deposit agreement. Our obligations and those of the depositary will be limited to performance in good faith of our and their duties under the deposit agreement. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We and the depositary may rely on written advice of counsel or accountants, on information provided by holders of depositary receipts or other persons believed in good faith to be competent to give such information and on documents believed to be genuine and to have been signed or presented by the proper persons.

Resignation and Removal of Depositary

The depositary may resign at any time by delivering thirty (30) days prior written notice to us of its election to do so. We may also remove the depositary at any time. Any such resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of such appointment. The provisions of the depositary agreement relating to the appointment of a successor depositary will be described in the prospectus supplement relating to the depositary shares.

Federal Income Tax Consequences

Owners of the depositary shares will be treated for Federal income tax purposes as if they were owners of the preferred stock underlying the depositary shares. Accordingly, the owners will be entitled to take into account for Federal income tax purposes income and deductions to which they would be entitled if they were holders of the preferred stock. In addition:

| | no gain or loss will be recognized for Federal income tax
purposes upon the withdrawal of preferred stock in exchange for
depositary shares; |
| --- | --- |
| | the tax basis of each share of preferred stock to an exchanging
owner of depositary shares will, upon the exchange, be the same
as the aggregate tax basis of the depositary shares
exchanged; and |
| | the holding period for preferred stock in the hands of an
exchanging owner of depositary shares will include the period
during which the person owned the depositary shares. |

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link1 "DESCRIPTION OF THE COMMON STOCK"

DESCRIPTION OF THE COMMON STOCK

The following description of our common stock is qualified in its entirety by reference to our restated articles of incorporation and bylaws. Reference is also made to the FBCA.

As of the date of this prospectus, we were authorized to issue up to 400,000,000 shares of common stock, $0.50 par value per share. As of September 30, 2005, 64,173,849 shares of our common stock were issued and outstanding. Our common stock is listed on the New York Stock Exchange, under the symbol R.

Dividend Rights

Each share of common stock is entitled to participate equally with respect to dividends declared on the common stock out of funds legally available for the payment thereof. Our restated articles of incorporation do not limit the dividends that can be paid on the common stock.

Liquidation Rights

After satisfaction of creditors and payments due to the holders of preferred stock, if any, the holders of common stock are entitled to share ratably in the distribution of all remaining assets.

Voting Rights

In general, the holders of our common stock are entitled to one vote per share for the election of directors and for other corporate purposes. Our restated articles of incorporation and/or bylaws also:

| | permit shareholders to remove a director with or without cause
only by the affirmative vote of 75% of the voting power of
the outstanding shares of voting stock, voting as a class; |
| --- | --- |
| | provide that a vacancy on our board of directors may be filled
only by a majority of remaining directors; |
| | permit shareholders to take action only at an annual meeting, or
a special meeting duly called by certain officers, our board of
directors or the holders of not less than 10% of the voting
power of the outstanding shares of voting stock entitled to vote
on the matter; |
| | require the affirmative vote of 75% of the voting power of the
outstanding shares of voting stock, voting as a class, to
approve business combinations with an interested shareholder, as
defined below, or its affiliates, unless approved by a majority
of the disinterested directors, as defined below, or, in some
cases, if specified minimum price and procedural requirements
are met; and |
| | require the affirmative vote of 75% of the voting power of the
outstanding shares of voting stock to amend specified provisions
of our restated articles of incorporation and bylaws, including
the provisions discussed here. |

These provisions may have a significant effect on the ability of holders of our voting stock to change the composition of an incumbent board of directors or to benefit from some transactions that are opposed by an incumbent board of directors.

The term interested shareholder is defined in our restated articles of incorporation to include (i) a shareholder who beneficially owns 20% or more of the voting power of the outstanding shares of our voting stock, (ii) an affiliate of our company who during the preceding two years beneficially owned 20% or more of the voting power of the outstanding shares of our voting stock or (iii) a successor to any shares owned by any person referred to in sections (i) and (ii) during the preceding two years. The term disinterested director is defined in our restated articles of incorporation to include any director who is not an affiliate of an interested shareholder and who was a director prior to the time the interested shareholder became an interested shareholder and any successor to a disinterested director who is not an affiliate of an interested shareholder and recommended by a majority of disinterested directors. The above provisions dealing with business combinations between us and an interested shareholder may discriminate against a shareholder

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who becomes an interested shareholder by reason of the beneficial ownership of 20% or more in voting power of our of common or other voting stock.

The term business combination is defined in our restated articles of incorporation to include:

| | any merger or consolidation of our company or any direct or
indirect majority owned subsidiary with an interested
shareholder or any other corporation which is, or after such
merger or consolidation would be, an affiliate of an interested
shareholder; |
| --- | --- |
| | any sale, lease, exchange, mortgage, pledge, transfer or other
disposition in one transaction or a series of transactions to or
with any interested shareholder or any affiliate of an
interested shareholder of our assets or any direct or indirect
majority owned subsidiary having an aggregate fair market value
of $100,000,000 or more; |
| | the issuance or transfer by us or any direct or indirect
majority owned subsidiary in one transaction or a series of
transactions of any of our securities or any subsidiary to any
interested shareholder or any affiliate of any interested
shareholder in exchange for cash, securities or other property,
or a combination thereof, having an aggregate fair market value
of $100,000,000 or more; |
| | the adoption of any plan or proposal for our liquidation or
dissolution proposed by or on behalf of an interested
shareholder or an affiliate of an interested shareholder; or |
| | any reclassification of securities, including any reverse stock
split, or recapitalization, or any merger or consolidation of us
with any of our direct or indirect majority owned subsidiaries
or any other transaction which has the direct or indirect effect
of increasing the proportionate share of the outstanding shares
of any class of our equity or convertible securities or any
direct or indirect wholly owned subsidiary which is directly or
indirectly owned by any interested shareholder or any affiliate
of any interested shareholder. |

The holders of our common stock do not have cumulative voting rights, and therefore the holders of more than 50% of a quorum of the outstanding shares of common stock can elect all of our directors. Unless otherwise provided in our restated articles of incorporation or bylaws or in accordance with applicable law, the affirmative vote of a majority of the total number of shares represented at a meeting and entitled to vote is required for shareholder action on a matter. Voting rights for the election of directors or otherwise, if any, for any series of preferred stock, will be established by the board of directors when such series is designated.

Board of Directors

Our bylaws provide that our board of directors shall be divided into three classes each consisting of an equal, or as nearly equal as possible, number of directors. Each class will be elected for a three-year term, and the term of each class will expire in succeeding years. It will, therefore, require elections in three consecutive years to reelect or replace our entire board of directors.

No Other Rights

Holders of our common stock are not entitled to preemptive, redemption, subscription or conversion rights. The rights, preferences and privileges of holders of common stock could be subject to, and may be adversely affected by, the rights of the holders of shares of any preferred stock, if any, which may be issued in the future.

Anti-Takeover Effects of Florida Law

We are subject to certain anti-takeover provisions that apply to public corporations under Florida law. Pursuant to Section 607.0901 of the FBCA, a publicly held Florida corporation may not engage in a broad range of business combinations or other extraordinary corporate transactions with an interested shareholder

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without the approval of the holders of two-thirds of the voting shares of such corporation (excluding shares held by the interested shareholder) unless:

| | the transaction is approved by a majority of disinterested
directors before the shareholder becomes an interested
shareholder; |
| --- | --- |
| | the interested shareholder has owned at least 80% of the
corporations outstanding voting shares for at least five
years preceding the announcement date of any such business
combination; |
| | the interested shareholder is the beneficial owner of at least
90% of the outstanding voting shares of the corporation,
exclusive of shares acquired directly from the corporation in a
transaction not approved by a majority of the disinterested
directors; or |
| | the consideration paid to the holders of the corporations
voting stock is at least equal to certain fair price criteria. |

An interested shareholder is defined as a person who together with affiliates and associates beneficially owns more than 10% of a corporations outstanding voting shares.

In addition, we are subject to Section 607.0902 of the FBCA which prohibits the voting of shares in a publicly held Florida corporation that are acquired in a control share acquisition unless the holders of a majority of the corporations voting shares, exclusive of shares owned by officers of the corporation, employee directors or the acquiring party, approve the granting of voting rights as to the shares acquired in the control share acquisition. A control share acquisition is defined as an acquisition that immediately thereafter entitles the acquiring party to 20% or more of the total voting power in an election of directors.

These statutory provisions may prevent takeover attempts that might result in a premium over the market price for our common stock.

Limitation of Liability and Indemnification

Under Section 607.0831 of the FBCA, a director is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision or failure to act unless the director breached or failed to perform his duties as a director and the directors breach of, or failure to perform, those duties constitutes:

| | a violation of the criminal law, unless the director had
reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful; |
| --- | --- |
| | a transaction from which the director derived an improper
personal benefit, either directly or indirectly; |
| | an unlawful distribution; |
| | in a proceeding by or in the right of the corporation to procure
a judgment in its favor or by or in the right of a shareholder,
conscious disregard for the best interest of the corporation or
willful misconduct; or |
| | in a proceeding by or in the right of someone other than the
corporation or a shareholder, recklessness or an act or omission
which was committed in bad faith or with malicious purpose or in
a manner exhibiting wanton and willful disregard of human
rights, safety or property. |

A corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against him and incurred by him in his capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the FBCA.

Our restated articles of incorporation and bylaws provide that we shall, to the fullest extent permitted by applicable law, indemnify any present or former director, officer, employee or agent.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Investor Services, LLC.

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link1 "DESCRIPTION OF THE WARRANTS"

DESCRIPTION OF THE WARRANTS

The following is a description of the general terms and provisions that may apply to our warrants. The particular terms of any warrants offered hereby will be described in the prospectus supplement relating to the warrants which may add, update or change the terms described in this prospectus. To review the terms of any warrants offered by this prospectus, you must review both this prospectus and the relevant prospectus supplement.

We may issue warrants for the purchase of debt securities, common stock, preferred stock or depositary shares. The warrants may be issued independently or together with any other securities covered by this prospectus and may be attached to or separate from such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent specified in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants of such series and will not assume any obligation or relationship of agency or trust for or with any holders of the warrants.

The prospectus supplement will specify the material terms of the warrants, including a description of any other securities sold together with the warrants, and the applicable warrant agreements, including one or more of the following:

	the title of the warrants;
	the aggregate number of warrants offered;
	the price or prices at which the warrants will be issued;
	the currency or currencies, including composite currencies, in
which the prices of the warrants may be payable;
	the designation, number and terms of the debt securities, common
stock, preferred stock, depositary shares or other securities,
including rights to receive payment in cash or securities based
on the value, rate or price of one or more specified
commodities, currencies or indices, purchasable upon exercise of
the warrants and procedures by which those numbers may be
adjusted; the exercise price of the warrants and the currency or
currencies, including composite currencies, in which such price
is payable;
	the dates or periods during which the warrants are exercisable;
	the designation and terms of any securities with which the
warrants are issued as a unit;
	if the warrants are issued as a unit with another security, the
date on and after which the warrants and the other security will
be separately transferable;
	if the exercise price is not payable in U.S. dollars, the
foreign currency, currency unit or composite currency in which
the exercise price is denominated;
	any minimum or maximum amount of warrants that may be exercised
at any one time;
	any terms relating to the modification of the warrants; and
	any other terms of the warrants, including terms, procedures and
limitations relating to the transferability, exchange, exercise
or redemption of the warrants.

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link1 "DESCRIPTION OF THE STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS"

DESCRIPTION OF THE STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

The following is a description of the general terms and provisions that may apply to our stock purchase contracts and stock purchase units. The prospectus supplement describing the terms of any stock purchase contracts or stock purchase units offered by this prospectus may add, update or change the terms described in this prospectus. To review the terms of any stock purchase contracts or stock purchase units offered by this prospectus, you must review both this prospectus and the relevant prospectus supplement.

We may issue stock purchase contracts obligating holders to purchase from us, and us to sell to the holders, a specified number of shares of our common stock at a future date or dates. The stock purchase contracts may be issued separately or as part of stock purchase units consisting of a stock purchase contract and an underlying debt or preferred security covered by this prospectus, U.S. Treasury security or other U.S. government or agency obligation. The holder of the unit may be required to pledge the debt, preferred security, U.S. Treasury security or other U.S. government or agency obligation to secure its obligations under the stock purchase contract.

The prospectus supplement will specify the material terms of the stock purchase contracts, the stock purchase units and any applicable pledge or depository arrangements, including one or more of the following:

| | the stated amount that a holder will be obligated to pay under
the stock purchase contract in order to purchase our common
stock; |
| --- | --- |
| | the settlement date or dates on which the holder will be
obligated to purchase shares of our common stock. The prospectus
supplement will specify whether the occurrence of any events may
cause the settlement date to occur on an earlier date and the
terms on which any early settlement would occur; |
| | the events, if any, that will cause our obligations and the
obligations of the holder under the stock purchase contract to
terminate; |
| | the settlement rate, which is a number that, when multiplied by
the stated amount of a stock purchase contract, determines the
number of shares of our common stock that we will be obligated
to sell and a holder will be obligated to purchase under that
stock purchase contract upon payment of the stated amount of
that stock purchase contract. The settlement rate may be
determined by the application of a formula specified in the
prospectus supplement. If a formula is specified, it may be
based on the market price of our common stock over a specified
period or it may be based on some other reference statistic; |
| | whether the stock purchase contracts will be issued separately
or as part of stock purchase units consisting of a stock
purchase contract and an underlying debt or preferred security
with an aggregate principal amount or liquidation amount equal
to the stated amount; |
| | the type of underlying security, if any, that is pledged by the
holder to secure its obligations under a stock purchase
contract. Underlying securities may be debt securities,
preferred securities, U.S. Treasury securities or other
securities; |
| | the terms of the pledge arrangement relating to any underlying
securities, including the terms on which distributions or
payments of interest and principal on any underlying securities
will be retained by a collateral agent, delivered to us or be
distributed to the holder; and |
| | the amount of the contract fee, if any, that may be payable by
us to the holder or by the holder to us, the date or dates on
which the contract fee will be payable and the extent to which
we or the holder, as applicable, may defer payment of the
contract fee on those payment dates. |

The descriptions of the stock purchase contracts, stock purchase units and any applicable pledge or depository arrangements in this prospectus and in any prospectus supplement are summaries of the material provisions of the applicable agreements. These descriptions do not restate those agreements in their entirety. We urge you to read the applicable agreements because they, and not the summaries, define your rights as holders of the stock purchase contracts or stock purchase units.

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link1 "PLAN OF DISTRIBUTION"

PLAN OF DISTRIBUTION

We may sell the securities:

	through underwriters or dealers;
	through agents;
	directly to purchasers; or
	through a combination of any such methods of sale.

We will describe in a prospectus supplement the particular terms of the offering of the securities, including the following:

	the names of any underwriters or dealers;
	the purchase price and the proceeds we will receive from the
sale (which may be the market price prevailing at the time of
sale, a price related to the prevailing market price or a
negotiated price);
	any underwriting discounts and other items constituting
underwriters compensation;
	any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers;
	any over-allotment options granted to the underwriters; and
	any other information we think is important.

If securities are sold through an underwritten offering, we will execute an underwriting agreement with an underwriter or underwriters. The underwriters will use this prospectus and the prospectus supplement to sell the securities. The underwriting agreement will provide that the obligations of the underwriters are subject to specified conditions precedent and that the underwriters will be obligated to purchase all the securities if any are purchased.

In connection with the sale of securities, underwriters may be considered to have received compensation from us in the form of underwriting discounts or commissions. They may also receive commissions from purchasers of securities for whom they may act as agent. Underwriters may sell securities to or through dealers. These dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters, and they may also receive commissions from the purchasers for whom they may act as agent.

If we use a dealer in the sale of the securities, we will sell the securities to the dealer, as principal. The dealer may then resell these securities to the public at varying prices to be determined by the dealer at the time of resale. The prospectus supplement will name these dealers and the terms of these arrangements. In addition, the dealers may sell the securities to other dealers. The terms under which securities may be sold by a dealer to another dealer will be described in the applicable prospectus supplement.

Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters under the Securities Act. Also any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters, dealers and agents may be entitled under agreements with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act, and to reimbursement by us for various expenses.

In order to facilitate the offering of the securities, any underwriters or agents, as the case may be, involved in the offering of such securities may engage in transactions that stabilize, maintain or otherwise affect the price of such securities. Specifically, the underwriters or agents, as the case may be, may overallot in connection with the offering, creating a short position in such securities for their own account. In addition, to cover overallotments or to stabilize the price of such securities, the underwriters or agents, as the case may be, may bid for, and purchase, such securities in the open market. Finally, in any offering of such securities

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through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allotted to an underwriter or a dealer for distributing such securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. The underwriters or agents, as the case may be, are not required to engage in these activities, and may end any of these activities at any time.

We may offer and sell the securities directly to institutional investors or others. These parties may be deemed to be underwriters under the Securities Act with respect to their resales. The prospectus supplement will include the terms of these transactions.

Any common stock sold pursuant to this prospectus will be listed on the NYSE, subject to official notice of issuance. Any other securities sold pursuant to this prospectus may or may not be listed on a national securities exchange or a foreign securities exchange. The securities may not have an established trading market. No assurances can be given that there will be a market for any of the securities.

Agents, underwriters and dealers may be customers of, engage in transactions with or perform services for, us and our subsidiaries in the ordinary course of business.

link1 "EXPERTS"

EXPERTS

The consolidated financial statements and schedule of Ryder System, Inc. and subsidiaries as of December 31, 2004 and 2003, and for each of the years in the three-year period ended December 31, 2004, and managements assessment of the effectiveness of internal controls over financial reporting as of December 31, 2004, have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2004 financial statements refers to a change in method of accounting for variable interest entities and method of accounting for asset retirement obligations in 2003 and method of accounting for goodwill and other intangible assets in 2002.

link1 "LEGAL OPINIONS"

LEGAL OPINIONS

Unless otherwise specified in the prospectus supplement accompanying this prospectus, certain legal matters relating to the securities to be offered hereby will be passed upon for us by Flora R. Perez, Esq., Assistant General Counsel of our company, and for the underwriters, if any, by Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019. Ms. Perez is a full-time employee of our company, and owns, and holds options to purchase, shares of our common stock.

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$800,000,000

Ryder System, Inc.

Medium-Term Notes

Prospectus Supplement

December 13, 2005

Banc of America Securities LLC

BNP Paribas

Citigroup

Dresdner Kleinwort Wasserstein

JPMorgan

KBC Financial Products USA Inc.

Morgan Stanley

RBC Capital Markets

RBS Greenwich Capital

SunTrust Robinson Humphrey

Wachovia Securities

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RYDER SYSTEM INC Prospectus 2005

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RYDER SYSTEM INC — Prospectus 2005

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