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Letter to the SEC

October 19, 2007

VIA EDGAR AND FEDEX

Daniel Morris

Attorney Advisor

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE, Mail Stop 3561

Washington, DC 20549

    Re:

    Ryder System, Inc.
Definitive 14A
Filed March 23, 2007
File No. 001-04364

Dear Mr. Morris:

On behalf of Ryder System, Inc. (the “Company”, “we”, “us”, or “our”), set forth below are the
Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) pertaining to the Company’s 2007 Definitive Proxy Statement filed
March 23, 2007 (the “Proxy Statement”), contained in your letter dated August 21, 2007 to Mr.
Gregory Swienton, Chief Executive Officer of the Company. To facilitate your review, we have set
forth each of your comments below in bold with the Company’s corresponding response immediately
following.

Authority, Role of Management and Delegation, page 14

    1.

    Comment: Your disclosure is unclear as to which person or body determines the
compensation of your executives. Please discuss in greater detail the compensation
committee and board of directors’ responsibilities with respect to setting CEO and senior
executive compensation. Refer to Item 407(e)(3)(i) of Regulation S-K.

    •

    Response: The Company respectfully acknowledges the Staff’s comment and, in
future filings, we will enhance our disclosure to clarify that (i) our independent
directors acting as a group are responsible for setting Chief Executive Officer
(“CEO”) compensation based on recommendations from our Compensation Committee and
(ii) our Compensation Committee, with input from our CEO, is responsible for
setting the compensation of all of our other named executive officers (“NEOs”).

    2.

    Comment: You indicate that the committee may delegate to “management” the authority to
approve certain equity awards. Please identify the persons encompassed by the term
“management.” Refer to Item 402(b)(2)(xv) of Regulation S-K.

    •

    Response: The Company respectfully acknowledges the Staff’s comment. On page
15 of our Proxy Statement under “Compensation Committee—Compensation Processes and

    Procedures,” we disclosed that in February 2007 the Compensation Committee adopted a
Policy on Equity Granting Practices (the “Policy”). The Policy provides that all
future grants of equity awards must be approved by our Compensation Committee (or in
the case of the CEO, the independent directors acting as a group), except in the
case of new hires, when equity grants may be approved by the Chair of the
Compensation Committee. Under the new Policy, the Committee may no longer delegate
to management its authority to approve equity awards. Our Compensation Committee
Charter will be modified to reflect the new Policy before we file our 2008 Proxy
Statement and will be posted on our website.

    Prior to adopting this new Policy, in May 2005, the Compensation Committee had
previously delegated to our CEO, Chief Financial Officer (“CFO”) and Chief Human
Resources Officer (“CHRO”), collectively, the authority to approve off-cycle equity
awards to Company employees and new hires, other than awards to members or
prospective members of the Company’s executive leadership team (which includes all
of the NEOs). Pursuant to the previously delegated authority, the amount of equity
granted could not exceed the range of award amounts for the relevant management
level used in connection with the most recent annual grant. In addition, all equity
awards were required to be granted with an exercise price equal to the fair market
value of our common stock on the date of grant and pursuant to the terms of our 2005
Equity Compensation Plan.

    In future filings, we will provide a description of the new Policy.

Use of Compensation Consultants, page 15

    3.

    Comment: You retain at least two compensation consultants as well as special outside
counsel to assist with compensation matters. Please revise to more fully address the nature
and scope of their respective assignments, including their roles in determining and
recommending compensation, and any other material elements of the consultants’ functions.
In addition, please identify the persons or bodies that may retain consultants and
summarize the extent to which your consultants and counsel interact and cooperate. Refer to
Item 407(e)(3)(iii) of Regulation S-K.

    •

    Response: The Company respectfully acknowledges the Staff’s comment
and in future filings we will, to the extent material, enhance our disclosure
relating to:

    •

    the role and responsibilities of each compensation
consultant engaged to assist in the determination of compensation matters
for executive officers;

    •

    the role, if any, of legal counsel in assisting with
compensation matters for executive officers (to the extent not conflicting
with our attorney-client privilege);

    •

    with respect to each element of compensation, what
services, if any, the consultants were instructed to perform and what
specific reports or information were provided by the consultants; and

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    •

    when and where applicable, the interaction and
cooperation between our compensation consultants and outside counsel (to
the extent not conflicting with our attorney-client privilege).

    With respect to the use of compensation consultants in 2006, please refer to the
third paragraph under “Use of Compensation Consultants” on page 15 of our Proxy
Statement, in which we detail (i) Mercer’s role in reviewing and making
recommendations relating to our incentive compensation programs and (ii) the scope
of the assignments of each of Deloitte, Mercer and the Compensation Committee’s
outside legal counsel in connection with a review of the Company’s severance and
change of control programs. In addition, as discussed on page 25 of the Proxy
Statement, in 2006 Mercer provided the Compensation Committee with compensation
data, based on specific criteria provided by the Company. Other than as discussed
in the Proxy Statement, during 2006, none of the Company’s compensation consultants
nor outside legal counsel provided recommendations regarding appropriate levels or
components of compensation for our executive officers.

    We do not currently have a written policy regarding who may engage compensation
consultants to assist in the evaluation of executive compensation. Outside legal
counsel for the Company may only be retained with the approval of the legal
department. Our Compensation Committee, pursuant to its charter, has the authority
to retain compensation consultants, outside legal counsel and other advisors as the
Committee deems necessary to carry out its duties. Historically, in addition to the
Compensation Committee, only our CHRO, Vice-President of Compensation and Benefits
and Chief Legal Officer have engaged compensation consultants and outside legal
counsel on behalf of the Company to assist in the evaluation of executive
compensation. In future filings, our disclosure will clarify and further expand
upon our practices relating to the use and retention of compensation consultants.

Related Person Transactions, page 17

    4.

    Comment: Your disclosure in this section is too general. Please provide, among other
things, additional detail regarding the review and approval of related person transactions,
including the specific dollar threshold for transactions subject to review, types of
transactions covered and the review standards to be applied by the audit committee. In
addition, please revise to confirm that your definition of “related person” is consistent
with the definition set forth in Instruction 1 to Rule 404(a) of Regulation S-K. Refer to
Item 404 of Regulation S-K.

    •

    Response: Our current policy regarding related person transactions is
set forth in our Principles of Business Conduct. Pursuant to this policy, our
Board is responsible for pre-approving any transaction, regardless of the amount of
the transaction, between the Company and its executive officers, Board members,
Board nominees, and their respective immediate family members as set forth in the
SEC regulations.

    We are in the process of adopting a separate written Related Person Transaction
Policy that will formalize our current review and approval process for related
person transactions. Accordingly, in future filings, we will provide additional
detail regarding the Policy, including the specific dollar threshold for
transactions subject to review, the types of transactions covered and the review
standards to be applied by the relevant
Board committee. We expect that the definition of “related person” set forth in the
policy will be consistent with the definition set forth in Instruction 1 to Rule
404(a) of Regulation S-K.

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Elements of our Executive Compensation, page 24

    5.

    Comment: Please expand your analysis of the elements and levels of compensation paid to
the named executive officers. Throughout your Compensation Discussion
and Analysis, and as to each compensation element, please explain how you arrived at and why you
paid each particular level and form of compensation. For example, you state that base
salaries are set based upon several items but do not discuss these items with specificity.
As another example, it is unclear as to how the specific number of stock options granted to
each named executive officer was determined. Please revise your Compensation Discussion and
Analysis to clearly disclose the specific factors considered by the committee in ultimately
approving individual elements of each named executive officer’s compensation package and
explain why the committee believes that the amounts paid to each named executive officer are
appropriate in light of the various items it considered in making specific compensation
decisions. Refer to Item 402(b)(l)(v) of Regulation S-K.

    •

    Response: The Company respectfully acknowledges the Staff’s comment and will,
where material, provide the additional level of disclosure requested by the Staff.
While we believe our disclosure relating to our incentive compensation programs and
perquisites policy generally contains all material information required by the
Commission’s rules, we will provide further discussion of how target payout levels
are determined under our annual incentive plan and how the target levels of equity
compensation are set for each NEO based on benchmarking data and other factors such
as level of responsibility, amount and type of other compensation elements paid to
the NEO and the difficulty of achieving applicable performance targets. Please see
our response to Comment 7, which we have provided on a supplemental basis, for a
discussion of why we believe that disclosure of the weight given to each
performance metric and the specific performance targets for our annual and
long-term cash awards would cause us competitive harm.

    In future filings, we will expand our disclosure regarding each other element of
compensation paid to NEOs, including base salary, time-vested restricted stock
rights and benefits, particularly why each of these elements of compensation are
paid, the relationship between various compensation components and the material
factors that the Compensation Committee considered in determining how the particular
levels of compensation are determined for the NEOs. We believe that our enhanced
disclosure in future filings will illustrate why the Compensation Committee believes
the amounts paid to each NEO are appropriate in light of the various items it
considered in making specific compensation decisions.

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    6.

    Comment: You rely on certain benchmark companies for guidance in setting your
compensation. Please specifically identify the companies to which you benchmark your
compensation and, given that you operate in three different business segments, explain why
the company believes that each particular benchmark company provides a useful basis for
comparison. Further, if you have benchmarked different elements of your compensation
against different benchmarking groups, please identify the companies that comprise each
group. Refer to Item 402(b)(2)(xiv) of Regulation S-K.

    •

    Response: Our business is comprised of three distinct, complex business units:
Fleet Management Solutions (“FMS”), Supply Chain Solutions (“SCS”) and Dedicated
Contract Carriage (“DCC”). As we disclosed in our Proxy Statement, there are
currently no public companies engaged in all of these business segments and few
which are operating in each individual business segment. As a result, we do not
have access to relevant compensation data for our direct competitors. Given the
lack of compensation data from companies we consider to be our most relevant peers,
we have historically relied on published surveys containing compensation data for,
in most cases, in excess of 2,000 public companies, rather than a specific peer
group, for benchmarking compensation. Because peer group data was not a material
factor in setting executive compensation for 2006, no peer group was identified in
the Proxy Statement.

    With respect to 2007 compensation, management and the Compensation Committee, with
the assistance of Frederic W. Cook & Co., Inc., assembled a peer group which was
determined to provide the most useful comparison with respect to our CEO. The peer
group companies comprise a significant part of the Dow Jones Transportation Index
(excluding air and rail companies) and several leasing companies, and specifically
consist of:

    Avis Budget Group

CH Robinson Worldwide

Celadon Group

CIT Group

Con-way

CSX

Expeditors International

FedEx

GATX

    Hertz Global Holdings

Hub Group

Landstar System

Old Dominion Freight Line

PHH

Trinity Industries

United Parcel Services

Werner Enterprises

YRC Worldwide

    Management and the Compensation Committee believe this peer group provides a useful
basis of comparison for our CEO compensation because, similar to Ryder, many of
these companies are asset-based providers of transportation or
transportation-related services or otherwise provide leasing or rental services.
Furthermore, many are impacted by similar economic factors affecting the Company
including freight demand and fuel prices. However, for the reasons described above,
unlike with many other companies who are able to compile a more relevant peer group,
we do not believe information relating to our peer group is necessarily the most
significant factor in determining executive compensation. Consequently, the
Compensation Committee may also review compensation data for companies that have
similar revenue and financial performance as Ryder. In our future filings, we will
(i) describe how the peer group was established, (ii) identify the companies
comprising the peer group, and (iii) discuss how the peer group data was used in
determining executive compensation. If material, we will provide the
same information for any other comparative group considered by the Compensation
Committee.

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    For our other NEOs, we continue to rely on broad-based published surveys, including
the Mercer Benchmark Database—Executive Positions, which is comprised of 2,473 U.S.
based companies across all industries. We also utilize compensation data and
benchmarking tools provided online by Equilar, Inc. We do not utilize the peer
group identified above to benchmark compensation for our other NEOs because we
believe that sufficient information is not available from any peer group with
respect to comparable positions and levels of our other NEOs. In future filings we
will include more detailed information on the surveys used and how these surveys are
used by management and the Compensation Committee to benchmark the different
elements of NEO compensation.

Performance Targets, page 26

    7.

    Comment: You have not provided quantitat