SecProbe.io

November 20, 2025
Cristina Gallo-Aquino
Chief Financial Officer
Ryder System, Inc.
2333 Ponce de Leon Blvd. Suite 700
Coral Gables, Florida 33134
Re:Ryder System, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
File No. 001-04364
Dear Cristina Gallo-Aquino:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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September 26, 2025

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549-3561

Attention: Mr. Abe Friedman

 Mr. Doug Jones

Re: Ryder System, Inc.

 Form 10-K for the Year Ended December 31, 2024

 Filed February 12, 2025

 File Number: 001-04364

Dear Messrs. Friedman and Jones:

We are writing this letter to respond to the comment letter of the Staff of the Securities and Exchange Commission (the “Staff”), dated September 2, 2025, to Ryder System, Inc. (the “Company”), relating to the review of the Company’s Form 10-K for the year ended December 31, 2024.

For your convenience, we have reproduced the Staff’s comment in bold preceding our responses below. Please let us know if you have any questions or if we can provide additional information or otherwise be of assistance in expediting the review process.

Form 10-K for Fiscal Year Ended December 31, 2024

Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 42

1.On page 47 you disclose how your non-GAAP measure operating revenue is computed, with one reconciling item “subcontracted transportation and fuel.” Please consider separately showing amounts for each component therein so that investors may have an understanding of the relative impact of each.

Management Response: The Company acknowledges the Staff’s comment regarding the subcontracted transportation and fuel reconciling item within the non-GAAP Operating revenue measure. Beginning with the Company’s next filing of the Quarterly Report on Form 10-Q for the quarter ending September 30, 2025, the Company will separately disclose subcontracted transportation and fuel in the reconciliation of Total revenue to Operating revenue on a consolidated and segment-level basis.

For illustrative purposes, the Company has provided an example below of the disclosure that will be presented prospectively in the reconciliation of consolidated Total revenue to Operating revenue using the information from our most recent Form 10-K.

2333 Ponce de Leon Blvd., Suite 700, Coral Gables, Florida 33134

www.ryder.com

September 26, 2025

Page 2

(In millions)  2024  2023

  2022

Total revenue  $ 12,636    $ 11,783    $ 12,011

Subcontracted transportation  (1,499)   (1,380)   (1,580)

Fuel  (871)   (906)   (1,151)

Operating revenue  $ 10,266    $ 9,497    $ 9,280

2.You disclose each above noted component is largely or typically a pass-through to your customers, resulting in minimal changes in your profitability. For each component, please tell us the (i) amount of pass through revenue in the reconciling line item and (ii) amount of cost associated with each revenue pass through item. Additionally, tell us the total amount of cost for each of subcontracted transportation and fuel included in each of cost of services and cost of lease & related maintenance and rental.

Management Response: The Company acknowledges the Staff’s comment, and in its response to comment one above, the Company provided the fuel and subcontracted transportation components to the reconciling line item in its Total revenue to Operating revenue non-GAAP measure reconciliation. The Company uses Operating revenue to evaluate sales activity and the operating performance of its core businesses. Fuel and subcontracted transportation are excluded from the calculation of its Operating revenue because they are impacted by market price fluctuations that are not indicative of the sales activity and operating performance of the Company’s core businesses.

Fuel is incurred by the Company’s Fleet Management Solutions (FMS), Supply Chain Solutions (SCS) and Dedicated Transportation Solutions (DTS) business segments. The Company provides its customers with fuel as part of an ancillary service offering in its FMS business segment and is classified within Cost of fuel services in the Company’s Consolidated Statement of Earnings. The Company provides fuel as part of an integrated service in its SCS and DTS business segments and is classified within Cost of services in the Company’s Consolidated Statement of Earnings. In 2024, total fuel revenue was $871 million with associated cost of $833 million, of which $441 million was classified within Cost of fuel services and $392 million was classified within Cost of services. In 2023, total fuel revenue was $906 million with associated cost of $882 million, of which $534 million was classified within Cost of fuel services and $348 million was classified within Cost of services. In 2022, total fuel revenue was $1,151 million with associated cost of $1,114 million, of which $694 million was classified within Cost of fuel services and $420 million was classified within Cost of services.

Subcontracted transportation is incurred by the Company’s SCS and DTS business segments as part of its comprehensive supply chain and transportation services. To deliver some of these services, the Company may at times subcontract transportation services to third parties and incur related costs. The transportation services are billed at a fixed billing rate that remains constant, regardless of whether the Company or a more-costly subcontracted third-party executes the transport. Revenue is recognized when the transportation services are performed. The Company, however, does not separately track or bill the customer for the portion of the fixed billing rate that pertains to subcontracted transportation. Therefore, the Company uses subcontracted transportation costs as a reasonable proxy for the related revenues and, as disclosed in the Non-GAAP Financial Measures section of the Company’s most recent Form 10-K, excludes the SCS and DTS subcontracted transportation costs from Total revenue to reconcile to its non-GAAP measure of Operating revenue. All subcontracted transportation costs relate to the Company’s SCS and DTS business segments and are included in Cost of services in its Consolidated Statement of Earnings.

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies, page 62

3.It appears cost of services, cost of lease & related maintenance and rental, and cost of fuel services are material to each of their associated revenue with the first two appearing to be material to your results. However, it does not appear you disclose in the notes to the financial statements your accounting policy with respect to each pursuant to ASC 235-10-50-1 and 3. Please revise as appropriate. In your response, provide us with your intended disclosure.

2333 Ponce de Leon Blvd., Suite 700, Coral Gables, Florida 33134

www.ryder.com

September 26, 2025

Page 3

Management Response: The Company acknowledges the Staff’s comment, and in future Form 10-K filings will revise its Summary of Significant Accounting Policies in the notes to the consolidated financial statements to include: “Cost of services represents the direct costs related to services revenue and is primarily comprised of salaries and employee-related costs, subcontracted transportation (purchased transportation from third parties), fuel, insurance and maintenance costs. Cost of lease & related maintenance and rental represents the direct costs related to lease & related maintenance and rental revenue and is comprised of depreciation of revenue earning equipment, maintenance costs (primarily repair parts and labor), and other costs such as licenses, insurance and operating taxes. Cost of fuel services includes the direct costs associated with providing our FMS customers with fuel. These costs include fuel, salaries and employee-related costs of fuel island attendants, and depreciation of our fueling facilities and equipment.”

Please do not hesitate to contact me at (305) 500-4290 with any questions you may have with respect to the foregoing.

Yours truly,

/s/ Cristina Gallo-Aquino

Cristina Gallo-Aquino

Executive Vice President

Chief Financial Officer

(Principal Accounting Officer)

cc: Robert Sanchez

Bob Fatovic

Laura Zapata-Kim

Jay Anderson

(Ryder System, Inc.)

Catherine Clarkin

(Sullivan & Cromwell LLP)

2333 Ponce de Leon Blvd., Suite 700, Coral Gables, Florida 33134

www.ryder.com

September 2, 2025
Cristina Gallo-Aquino
Chief Financial Officer
Ryder System, Inc.
2333 Ponce de Leon Blvd. Suite 700
Coral Gables, Florida 33134
Re:Ryder System, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
File No. 001-04364
Dear Cristina Gallo-Aquino:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 42
1.On page 47 you disclose how your non-GAAP measure operating revenue is
computed, with one reconciling item "subcontracted transportation and fuel." Please
consider separately showing amounts for each component therein so that investors
may have an understanding of the relative impact of each.
2.You disclose each above noted component is largely or typically a pass-through to
your customers, resulting in minimal changes in your profitability. For each
component, please tell us the (i) amount of pass through revenue in the reconciling
line item and (ii) amount of cost associated with each revenue pass through item.
Additionally, tell us the total amount of cost for each of subcontracted transportation
and fuel included in each of cost of services and cost of lease & related maintenance
and rental.

September 2, 2025
Page 2
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies, page 62
3.It appears cost of services, cost of lease & related maintenance and rental, and cost of
fuel services are material to each of their associated revenue with the first two
appearing to be material to your results. However, it does not appear you disclose in
the notes to the financial statements your accounting policy with respect to each
pursuant to ASC 235-10-50-1 and 3. Please revise as appropriate. In your response,
provide us with your intended disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Abe Friedman at 202-551-8298 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
December 14, 2020
Scott T. Parker
Executive Vice President and Chief Financial Officer
Ryder System, Inc.
11690 N.W. 105th Street
Miami, Florida 33178
Re:Ryder System, Inc.
Form 10-K for Fiscal Year Ended December 31, 2019
Filed February 27, 2020
File No. 001-04364
Dear Mr. Parker:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Document

December 14, 2020

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549-3561

Attention:

 Mr. Stephen Kim, Assistant Chief Accountant

 Mr. Lyn Shenk, Branch Chief

Re:

 Ryder System, Inc.

 Form 10-K for the Year Ended December 31, 2019

 Filed February 27, 2020

 File Number: 001-04364

Dear Messrs. Kim and Shenk:

We are writing this letter to respond to the comment letter of the Staff of the Securities and Exchange Commission (the “Staff”), dated December 3, 2020, to Ryder System, Inc. (the “Company”), relating to the review of the Company’s Form 10-K for the year ended December 31, 2019.

For your convenience, we have reproduced the Staff’s comment in italics preceding our response below. Please let us know if you have any questions or if we can provide additional information or otherwise be of assistance in expediting the review process.

Form 10-K for the Year Ended December 31, 2019

Notes to Consolidated Financial Statements

Note 7. Revenue Earning Equipment, page 94

1.We note that you disclose cost and accumulated depreciation for revenue earning equipment held for operating lease by product offering categories ChoiceLease and Commercial rental. We note your review of the estimated residual values and useful lives of revenue earning equipment is based on vehicle class, generally subcategories of trucks, tractors and trailers by weight and usage. We also note that in the second quarter of 2020, you lowered your estimated residual values primarily for your truck fleet, and to a lesser extent, your tractor fleet, effective April 1, 2020.

Please disclose balances and accumulated depreciation of major classes of revenue earning equipment held for operating lease at the balance sheet date.  Refer to ASC 842-30-50-13 and ASC 360-10-50-1.

Management Response:

The Company acknowledges the Staff’s comment and proposes to enhance the disclosures within the “Notes to Consolidated Financial Statements – Revenue Earning Equipment, Net”. We utilize our revenue earning equipment held for use to fulfill our operating leases under our ChoiceLease and Commercial Rental product lines.

In future filings, beginning with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, the Company will enhance the disclosure of cost and accumulated depreciation balances to include revenue earning equipment that are held for use based on the nature of the vehicle rather than its function. We have defined the major classes of revenue earning equipment as trucks, tractors and trailers, as these reflect the nature of our depreciable assets used to support our operating leases. As previously disclosed in our annual and quarterly filings, these classes are generally utilized to determine the computation of depreciation, based on similar useful lives and estimated residual values within each class. We disclose the following in our Form 10-K, which was referred to in the Staff’s comment, (emphasis added), “Our review of the estimated residual values and useful lives of revenue earning equipment is established with a long-term view…and is based on vehicle class, generally subcategories of trucks, tractors and trailers, by weight and usage, as well as other factors.” As our depreciation rates are calculated based on these vehicle classes, we believe that these appropriately represent the major classes of our assets utilized for the fulfillment of our operating leases. In addition, this definition of major classes of vehicle types is consistent with those presented in the vehicle counts included in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Full Year Operating Results by Business Segment – Fleet Management Solutions” of our Annual Report on Form 10-K.

For illustrative purposes, the Company has provided an example below of the disclosure that will be presented prospectively in our “Notes to Consolidated Financial Statements – Revenue Earning Equipment, Net” of the Form 10-K. The amounts as of December 31, 2020 will be included in the Form 10-K once they are available.

  Estimated Useful Lives  December 31, 2020  December 31, 2019

 Cost  Accumulated Depreciation  Net (1)

  Cost  Accumulated Depreciation  Net (1)

 (in years) (In thousands)

Held for use:

Trucks  3 — 7        $ 5,432,236    $ (1,696,160)   $ 3,736,076

Tractors     4 — 7.5        7,859,371    (2,670,234)   5,189,137

Trailers  9.5 — 12        2,131,975    (808,798)   1,323,177

Held for sale          748,435    (569,161)   179,274

Total          $ 16,172,017    $ (5,744,353)   $ 10,427,664

————————

(1)Revenue earning equipment, net includes vehicles under finance leases of $XX million, less accumulated depreciation of $XX million, as of December 31, 2020 and $12 million, less accumulated depreciation of $8 million, as of December 31, 2019.

Please do not hesitate to contact me at (305) 500-4290 with any questions you may have with respect to the foregoing.

Yours truly,

/s/ Cristina Gallo-Aquino

Cristina Gallo-Aquino

Senior Vice President and Controller

(Principal Accounting Officer)

cc: Robert Sanchez

Scott Parker

Bob Fatovic

Alena Brenner

(Ryder System, Inc.)

Catherine Clarkin

(Sullivan & Cromwell LLP)

United States securities and exchange commission logo
December 3, 2020
Scott T. Parker
Executive Vice President and Chief Financial Officer
Ryder System, Inc.
11690 N.W. 105th Street
Miami, Florida 33178
Re:Ryder System, Inc.
Form 10-K for Fiscal Year Ended December 31, 2019
Filed February 27, 2020
File No. 001-04364
Dear Mr. Parker:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2019
Notes to Consolidated Financial Statements
Note 7. Revenue Earning Equipment, Net, page 94
1.We note that you disclose cost and accumulated depreciation for revenue earning
equipment held for operating lease by product offering categories ChoiceLease and
Commercial rental.  We note your review of the estimated residual values and useful lives
of revenue earning equipment is based on vehicle class, generally subcategories of trucks,
tractors and trailers by weight and usage.  We also note that in the second quarter of 2020,
you lowered your estimated residual values primarily for your truck fleet, and to a lesser
extent, your tractor fleet, effective April 1, 2020.

Please disclose balances and accumulated depreciation of major classes of revenue
earning equipment held for operating lease at the balance sheet date. Refer to ASC 842-
30-50-13 and ASC 360-10-50-1.

 FirstName LastNameScott T. Parker
 Comapany NameRyder System, Inc.
 December 3, 2020 Page 2
 FirstName LastName
Scott T. Parker
Ryder System, Inc.
December 3, 2020
Page 2

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Stephen Kim at 202-551-3291 or Lyn Shenk at 202-551-3380 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

December 31, 2019
Robert Sanchez
Chairman and Chief Executive Officer
Ryder Sytem, Inc.
11690 N.W. 105th Street
Miami, FL 33178
Re:Ryder Sytem, Inc.
Form 10-K for the Year Ended December 31, 2018
Filed February 21, 2019
File No. 001-04364
Dear Mr. Sanchez:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Scott Parker

CORRESP
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December 20, 2019

Via EDGAR

Securities and Exchange Commission,

Division of Corporation Finance,

Office of Trade & Services,

100 F Street, N.E.,

    Washington, D.C. 20549

Attention:                                         Mr. Robert Shapiro

Senior Staff Accountant

Mr. Doug Jones

Senior Staff Accountant

Re:                             Ryder System, Inc.

Form 10-K for the Year Ended December 31, 2018

Filed February 21, 2019

Form 10-Q for the Fiscal Quarter Ended September 30, 2019

Filed October 30, 2019

File No. 001-04364

Dear Messrs. Shapiro and Jones:

We are writing this letter to respond to the comment letter of the Staff of the Securities and Exchange Commission (the “Staff”), dated December 9, 2019, to Ryder System, Inc. (the “Company”), relating to the review of the Company’s Form 10-K for the fiscal year ended December 31, 2018 and the Company’s Form 10-Q for the fiscal quarter ended September 30, 2019 (the “Form 10-Q”).

For your convenience, we have reproduced the Staff’s comments in italics preceding our responses below. Please let us know if you have any questions or if we can provide additional information or otherwise be of assistance in expediting the review process.

Form 10-Q for the Fiscal Quarter Ended September 30, 2019

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operating Results by Business Segment

Fleet Management Solutions, page 45

1.                                      We note the substantially reduced EBT for the FMS segment for each current year period presented relative to the corresponding prior year period, including a significant loss for the three months ended September 30, 2019. You attribute the reduced results to higher depreciation resulting from changes in used vehicle residual value estimates made in the third quarter 2019 and higher losses from used vehicle sales resulting from higher residual value adjustments and lower expected sales prices and volumes. In correlation with your disclosure in “Critical Accounting Estimates” in regard to these items, please expand your discussion of how this trend regarding residual values, depreciation, and deteriorating market conditions for used vehicles is expected to impact future FMS EBT in annual and interim reporting periods. Refer to Item 303(a)(3)(ii) and the introductory paragraph to Item 303(b) of Regulation S-K. To the extent appropriate and material, expand your disclosure regarding the above noted trend to the DTS and SCS segments.

Response

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company’s disclosure in the “Critical Accounting Estimates” section of the Management Discussion & Analysis in the Form 10-Q (the “MD&A”) starting on page 54 describes the trends regarding residual value estimates due to deteriorating market conditions for used vehicles and how these trends are expected to impact future depreciation expense of the Company through 2025. The Company would like to clarify that the trends and future expected changes to depreciation expense disclosed in the MD&A reflects the impact to the Company’s Fleet Management Solutions (“FMS”) business segment. Specifically, as all revenue earning equipment included in our consolidated balance sheet, including vehicles leased to our Supply Chain Solutions (“SCS”) and Dedicated Transportation Solutions (“DTS”) business segments, is utilized to support our FMS business segment, the entire impact to depreciation expense related to the change in estimated residual values for the Company is attributable to our FMS business segment. As a result, the disclosure relating to the expected impact of the changes in used vehicle residual value estimates included in the “Critical Accounting Estimates” section of the MD&A is generally applicable to the FMS business segment.

2

In future filings, beginning with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company will specifically acknowledge and address the future impact of changes to our estimated residual values on the FMS business segment results, to the extent such language, or modified language, remains appropriate. For illustrative purposes, the Company provides below an example of such prospective disclosure using the “Operating Results by Business Segment — Fleet Management Solutions” section from the Form 10-Q (language in bold underlined font reflects additions to the language in the Form 10-Q).

“FMS EBT decreased to a loss of $109 million in the third quarter from earnings of $98 million in the prior year period. For the nine months ended September 30, 2019, FMS EBT decreased to $10 million from $229 million in the prior year period. The decrease in both periods reflects higher depreciation expense of $169 million resulting from the changes in vehicle residual value estimates in the third quarter of 2019. At the end of the second quarter of 2019, we began to experience softening in used vehicle market conditions, which intensified during the third quarter of 2019 and we now expect to continue through 2020. In addition, our inventory of used vehicles that is expected to be made available for sale was higher than expected, which has, and will continue to, impact the volume of used vehicle sales expected to be transacted through our wholesale channels. Due to these dynamics and our updated outlook, management concluded that our residual value estimates likely exceeded the expected future values that would be realized upon the sale of power vehicles in our existing fleet and accordingly changed the vehicle residual value estimates.

As a result of the change in vehicle residual value estimates, we expect higher depreciation expense on our current fleet in the future, which would negatively impact FMS EBT, in particular for the remainder of 2019 and 2020. We expect the negative impact of the higher depreciation expense on FMS EBT to decline each quarter going forward through 2025.

The estimated future impact on depreciation expense in FMS resulting from the change in our residual value estimates that occurred in the third quarter of 2019 based on the fleet of power vehicles at that time is as follows:

2019

Three months ended September 30,

Three months ended December 31,

2020

2021 - 2025

(In millions)

Policy   depreciation

$

52

$

54

$

180

$

305

Accelerated   depreciation

125

58

70

—

Total

$

177

$

112

$

250

$

305

3

The impact on the results of the FMS business segment of the vehicle residual value estimates change that occurred in the third quarter of 2019 is in addition to the annual policy depreciation estimate of $30 million effective January 1, 2019 that will be incurred throughout 2019. The impact of the estimate change as a percentage of our original vehicle investment (cost) of our FMS revenue earning equipment was approximately 5% at September 30, 2019. Based on our fleet of revenue earning equipment at September 30, 2019, a hypothetical additional 10% reduction in estimated residual values used for policy depreciation would increase depreciation expense for the FMS business segment in 2020 by approximately $135 million and would increase depreciation expense over the remaining life of these vehicles beyond 2020 by approximately $269 million.”

The Company advises the Staff that it expects the decrease in estimated vehicle residual values to negatively impact the results of our DTS and SCS business segments, although to a much lesser extent than FMS. As described in the MD&A, our FMS segment leases revenue earning equipment and provides fuel, maintenance and other ancillary services to the DTS and SCS segments. Inter-segment Earnings Before Taxes (“EBT”) allocated to DTS and SCS includes earnings related to FMS equipment used in providing services to DTS and SCS customers. As the earnings related to this equipment has been negatively impacted by the change in estimated residual values, this negative impact has been, and will be, allocated to our DTS and SCS business results. These amounts are disclosed on page 44 of the MD&A and described as equipment contributions, which are reflected in the Eliminations caption in the “Operating Results by Business Segment” table and are eliminated in consolidation. As a result, the trends associated with the changes in residual value estimates through 2025 disclosed in the “Critical Accounting Estimates” section of the MD&A may also impact the results of the DTS and SCS business segments.

In future filings, beginning with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company will address the impact of changes in estimated residual values on the DTS and SCS business segment results, to the extent such language, or modified language, remains appropriate. For illustrative purposes, the Company provides below an example of such prospective disclosure, using the “Operating Results by Business Segment — Dedicated Transportation Solutions” and “Operating Results by Business Segment — Supply Chain Solutions” sections of the Form 10-Q for discussions of the impact on DTS and SCS, respectively (language in bold underlined font reflects additions to the language in the Form 10-Q).

“DTS EBT increased 33% in the third quarter and 39% in the nine months ended September 30, 2019 due to revenue growth and improved operating performance partially offset by a decrease in equipment contribution of $7 million (see further discussions on equipment contribution above). We expect equipment contribution to be negatively impacted in the future due to the change in the vehicle residual value estimates in the third quarter of 2019 for the FMS revenue earning equipment that is utilized in the DTS business. However, we do not expect this impact to DTS EBT to be material. In addition, the nine months ended September 30, 2019 was impacted by favorable insurance results related to development of prior years’ claims.”

4

“SCS EBT decreased 5% in the third quarter primarily due to a decrease in equipment contribution of $4 million (see further discussions on equipment contribution above) partially offset by improved operating performance. We expect equipment contribution to be negatively impacted in the future due to the change in the vehicle residual value estimates in the third quarter of 2019 for the FMS revenue earning equipment that is utilized in the SCS business. However, we do not expect this impact to SCS EBT to be material. SCS EBT increased 14% in the nine months ended September 30, 2019 driven by improved operating performance.”

Financial Resources and Liquidity, page 51

2.                                      Please provide a more robust analysis of the lower working capital needs contributing to the nearly 25% increase in net cash provided by operating activities in the current interim period compared to the corresponding prior year period. Your analysis should explain the reason for the lower working capital needs, and address each working capital item materially contributing to the change and the underlying drivers associated with each. Refer to section IV.B.1 of SEC Release No. 33-8350 for guidance.

Response

The Company respectfully acknowledges the Staff’s comment and, in future filings, beginning with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company will enhance its disclosures in the MD&A to provide a discussion and analysis of its cash flows to address material changes and their underlying drivers, including a discussion of the underlying reasons for changes in working capital items, to the extent such language, or modified language, remains appropriate. The Company is including below a table summarizing the changes in working capital as presented in our Consolidated Statements of Cash Flows as presented on page 4 in the Form 10-Q and an example of prospective disclosure that includes a discussion of the underlying drivers for the changes, using the “Financial Resources and Liquidity” section from the MD&A in the Form 10-Q for illustrative purposes (language in bold underlined font reflects additions to the language in the Form 10-Q).

5

“

Nine months ended September 30,

(in thousands)

2019

2018

Earnings   from continuing operations

$

29,804

$

175,084

Non-cash   and other, net

1,591,020

1,286,526

Collections   on sales-type leases

89,995

63,335

Changes   in operating assets and liabilities:

Receivables

(17,784

)

(126,848

)

Accounts   payable

(30,241

)

3,754

Other   assets and liabilities

(73,608

)

(126,291

)

Cash   flows from operating activities from continuing operations

$

1,589,186

$

1,275,560

Cash provided by operating activities increased to $1.6 billion in the nine months ended September 30, 2019, compared with $1.3 billion in 2018, reflecting higher cash earnings along with lower working capital needs. Our working capital needs are primarily driven by the timing of collections of our receivables and payments of our trade payables, as well as other changes in operating assets and liabilities. The favorable impact in receivables was due to improved collection efforts in our SCS and DTS segments. The unfavorable impact from trade payables was due to timing of payments. In addition, the favorable impact from changes in other assets and liabilities was driven by lower sales commission payments and lower contract incentives in 2019 partially offset by lower bonus accruals due to lower earnings in 2019.

Cash provided by financing activities increased to $977 million in the nine months ended September 30, 2019, compared with $779 million in 2018, due to higher borrowing needs associated with our increased capital expenditures and increased debt repayments. Cash used in investing activities increased to $2.6 billion in the nine months ended September 30, 2019, compared with $2.1 billion in 2018, primarily due to increased capital expenditures.”

* * * * *

6

Please do not hesitate to contact me at (305) 500-4336 with any questions you may have with respect to the foregoing.

Yours truly,

/s/ Frank Mullen

Frank Mullen

Vice President and   Controller

(Principal Accounting   Officer)

cc:                                Robert Sanchez
 Scott Parker

Bob Fatovic

Alena Brenner
 (Ryder System, Inc.)

Catherine M. Clarkin

(Sullivan & Cromwell LLP)

7

December 9, 2019
Robert Sanchez
Chairman and Chief Executive Officer
Ryder Sytem, Inc.
11690 N.W. 105th Street
Miami, FL 33178
Re:Ryder Sytem, Inc.
Form 10-K for the Year Ended December 31, 2018
Filed February 21, 2019
Form 10-Q for the Fiscal Quarter Ended September 30, 2019
Filed October 30, 2019
File No. 001-04364
Dear Mr. Sanchez:
            We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Fiscal Quarter Ended September 30, 2019
Management's Discussion and Analysis of Financial Condition and Results of Operations
Operating Results by Business Segment
Fleet Management Solutions, page 45
1.We note the substantially reduced EBT for the FMS segment for each current year period
presented relative to the corresponding prior year period, including a significant loss for
the three months ended September 30, 2019.  You attribute the reduced results to higher
depreciation resulting from changes in used vehicle residual value estimates made in the
third quarter 2019 and higher losses from used vehicle sales resulting from higher residual
value adjustments and lower expected sales prices and volumes.  In correlation with your
disclosure in “Critical Accounting Estimates” in regard to these items, please expand your
discussion of how this trend regarding residual values, depreciation, and deteriorating

 FirstName LastNameRobert Sanchez
 Comapany NameRyder Sytem, Inc.
 December 9, 2019 Page 2
 FirstName LastName
Robert Sanchez
Ryder Sytem, Inc.
December 9, 2019
Page 2
market conditions for used vehicles is expected to impact future FMS EBT in annual and
interim reporting periods.  Refer to Item 303(a)(3)(ii) and the introductory paragraph to
Item 303(b) of Regulation S-K.  To the extent appropriate and material, expand your
disclosure regarding the above noted trend to the DTS and SCS segments.
Financial Resources and Liquidity, page 51
2.Please provide a more robust analysis of the lower working capital needs contributing to
the nearly 25% increase in net cash provided by operating activities in the current interim
period compared to the corresponding prior year period.  Your analysis should explain the
reason for the lower working capital needs, and address each working capital item
materially contributing to the change and the underlying drivers associated with each.
Refer to section IV.B.1 of SEC Release No. 33-8350 for guidance.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Robert Shapiro, Senior Staff Accountant, at 202-551-3273 or Doug
Jones, Senior Staff Accountant, at 202-551-3309 if you have questions regarding comments on
the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Scott Parker

July 9, 2013

Via E -mail
Art A. Garcia
Executive Vice President and Chief Financial Officer
Ryder System, Inc .
11690 N.W. 105th Street
Miami, Florida 33178

Re: Ryder System , Inc.
  Form 10 -K for Fiscal Year Ended December 31, 2012
             Filed on February 14, 2013
                        Form 10 -Q for Fiscal Period Ended March 31, 2013
                        Filed on April 23, 2013
             File No. 001 -04364

Dear Mr. Garcia :

We have completed our review of your filing. We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States. We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief

CORRESP
1
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		SEC Comment Letter Second Response 6.18.13

June 18, 2013

Lyn Shenk

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3561

Re:    Ryder System, Inc.

Form 10-K for Fiscal Year Ended December 31, 2012

Filed February 14, 2013

From 10-Q for Fiscal Period Ended March 31, 2013

Filed on April 23, 2013

File Number: 001-04364

Dear Ms. Shenk:

On behalf of Ryder System, Inc. (“Ryder”) we hereby respond to the comments provided by the Staff of the Securities and Exchange Commission (the “Commission”) in its letter dated May 31, 2013.  This letter is a supplement to the responses submitted in our letter to the Staff dated April 29, 2013.  The responses below reflect the discussions held during a telephonic meeting held on June 11, 2013 with Mr. Doug Jones and Ms. Aamira Chaudhry.  For ease of reference, we have included the Staff's comments in their entirety in italicized text preceding each of our responses.

Form 10-K for Fiscal Year Ended December 31, 2012

Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Note 14. Income Taxes, Like Kind Exchange Program, page 77

1.

 Refer to your response to prior comment 1.  You state that you temporarily suspended the like-kind exchange program due in part to the inability to realize incremental cash tax benefits because of the significant net operating loss position for tax purposes you were in.  You state that you reinstituted the program effective January 1, 2013 after modifying the administrative procedures associated with the program and that you expect to realize cash tax benefits in future periods.  Please address the following for us:

•

 How you are able to realize tax benefits upon modification of the program and when presumably you continue to be in a significant net operating loss position.  Tell us the modifications made and features of the program after modification that did not exist before modification that enable realization of the associated tax benefits.

Lyn Shenk

Division of Corporation Finance

June 18, 2013

Page 2

•

 The expected impact on income tax expense, income taxes payable and the effective tax rate of the program in future periods and when you expect to realize the tax benefits.

•

 Why there was no disclosure in the Form 10-K that the program was reinstated effective January 1, 2013 when it appears your evaluation of the program was completed in late 2012.

Our like-kind exchange program (the “Program”) has qualified, and continues to qualify, as an exchange program under the Internal Revenue Code.  Under our Program, the proceeds from the sales of revenue earning equipment (i.e., vehicles) are matched against qualified purchases of revenue earning equipment.  The matching of the relinquished vehicles against the replacement vehicles creates a tax-deferred exchange for federal income tax purposes, allowing us to defer the gain on the sale of the relinquished vehicles. The Program does not impact income tax expense nor the effective tax rate.  However, the deferral of the gain provides us with a cash tax benefit, unless we are in a net operating loss (NOL) position. In periods when we are in a NOL position, the Program will increase the NOL.

In 2012, our operating tax and licensing departments proposed that we restructure and centralize the administration of vehicle purchasing, licensing and sales in order to reduce vehicle acquisition costs through state sales tax savings as well as realize operational efficiencies.   The restructuring included creating a legal entity to administer the purchases of vehicles and another entity to administer the sales of vehicles. Given that the Internal Revenue Code has very defined requirements around the flow of funds and vehicle ownership in a like-kind exchange program, we determined that it was best to temporarily suspend the Program while we restructured and modified these administrative functions.  We originally believed that we would only suspend the program for approximately three months.  However, the consolidation of the administrative functions became more complex than originally envisioned and ultimately took nine months, from April 2012 to December 2012.

At the beginning of 2012, Ryder was in a NOL position. At the time, we expected to be out of the NOL position in 2015 which would mean that our cash taxes would be reduced as a result of the Program beginning in 2016.  By suspending the Program for nine months, tax gains on vehicle sales during that time period were not deferred and decreased our 2012 NOL by $26 million. However, we still to expect to become a cash tax payer in 2016 because the majority of the impact of the deferred gains is offset through higher depreciation in future NOL periods.  For these reasons, we did not consider the decrease in the NOL to be material.

The Program, as modified in 2013, will continue to provide the same federal income tax benefits as those prior to suspension.  The amount of the future cash tax impact is dependent on various factors, including but not limited to the level of vehicle sales and purchases and tax laws, particularly bonus depreciation.  Since the reinstatement of the Program was not going to generate any cash benefit in 2013, we believe the disclosure of the reinstatement as a subsequent event in the Form 10-K is not material to the financial statements.

Lyn Shenk

Division of Corporation Finance

June 18, 2013

Page 3

In response to the Staff's comment, in our Quarterly Report on Form 10-Q for the period ending June 30, 2013, within the Income Taxes footnote, we will expand our disclosure around the like-kind exchange program to include the following (blacklined for reference):

“We have a like-kind exchange program for certain of our revenue earning equipment operating in the U.S. Pursuant to the program, we dispose of vehicles and acquire replacement vehicles in a form whereby tax gains on disposal of eligible vehicles are deferred. To qualify for like-kind exchange treatment, we exchange through a qualified intermediary eligible vehicles being disposed of with vehicles being acquired, allowing us to generally carryover the tax basis of the vehicles sold (“like-kind exchanges”). The program results in a material deferral of federal and state income taxes, and a decrease in cash taxes in periods when we are not in a net operating loss (NOL) position. As part of the program, the proceeds from the sale of eligible vehicles are restricted for the acquisition of replacement vehicles and other specified applications.

In the second quarter of 2012, we began to restructure and centralize the administration of vehicle purchasing, licensing and sales in order to reduce vehicle acquisition costs as well as realize operational efficiencies.  During 2012, we were in a NOL position for tax purposes and were not realizing any benefits from the like-kind exchange program.  As a result, effective April 1, 2012, we temporarily suspended the like-kind exchange program. Once we suspended the program, tax gains on vehicles sold during that period were no longer deferred.  Those tax gains resulted in an immaterial decrease in the NOL. Although the suspension did not impact our 2012 tax provision or capital spending program, our cash flows increased from the release of the program's restricted cash.

In the first quarter of 2013, once we had completed our restructuring of the administrative processes for purchasing and selling vehicles, we reinstated our like-kind exchange program. The reinstated program operates, and will provide cash tax benefits, in the same manner as it did prior to suspension once we are no longer in a NOL position.”

Note 23. Share-Based Compensation Plans, page 88

2.

 Refer to your response to prior comment 2. You state that you added the following disclosure in the Quarterly Report on Form 10-Q for the period ended March 31, 2013 “Dividends on nonvested stock granted after 2011 are not paid unless the award vests.” In conformity with the terms of your incentive compensation plan, please expand this disclosure to state that upon vesting the amount of the dividends paid is equal to the aggregate dividends declared on common shares during the period from the date of grant of the award until the date the shares underlying the award are delivered.

In response to the Staff's comment, in our Quarterly Report on Form 10-Q for the period ending June 30, 2013, within the Share Based Compensation Plans footnote, we will expand our disclosure around nonvested stock issuances to include the following:

“Dividends on nonvested stock granted after 2011 are not paid unless the award vests.  Upon vesting, the amount of the dividends paid is equal to the aggregate dividends

Lyn Shenk

Division of Corporation Finance

June 18, 2013

Page 4

declared on common shares during the period from the date of grant of the award until the date the shares underlying the award are delivered.”

3.

 You also state in your response to our prior comment 2 that, although permitted under your incentive compensation plan, you have not historically granted dividends on stock options. Please disclose the fact that dividends may be granted on stock options so that investors may be aware that this feature is permitted.

In response to the Staff's comment, in our Quarterly Report on Form 10-Q for the period ending June 30, 2013, within the Share Based Compensation Plans footnote, we will expand our disclosure around stock option issuances to include the following:

“Under the terms of our Plans, dividends may be granted on our stock options; however, we have not historically granted dividend rights as part of our stock options grants.”

Form 10-Q for the Fiscal Period Ended March 31, 2013

Management's Discussion and Analysis

Financial Resources and Liquidity

Cash Flows, page 33

4.

 We note that cash provided by operating activities significantly increased by over 33% in the current year period compared to the prior year period. You attributed the increase to reduced working capital needs and improved cash-based earnings. Please expand your disclosure to discuss the working capital needs that were reduced and why and how operating cash was directly impacted in this regard. Also, use of the term “cash-based earnings” may be a reference to an impermissible non-GAAP measure pursuant to Item 10(e) of Regulation S-K. Please explain to us (i) what “cash-based earnings” represents, (ii) how it is derived, (iii) how it truly is reflective of cash, and (iv) how the measure complies with the cited guidance.

In evaluating the drivers of changes in cash flow from operations, internally, we group the operating items that are included in the Statement of Cash Flows into two categories: cash-based earnings and working capital.  Cash-based earnings refers to net earnings adjusted for all the non-cash items listed on the face of the Statement of Cash Flows. Working capital refers to the changes in operating assets and liabilities included on the face of the Statement of Cash Flows.  The reduced working capital needs were primarily driven by lower payments to vendors within trade accounts payable and improved collections on trade accounts receivable from customers. The increase in cash-based earnings was primarily driven by higher lease and rental revenues from higher prices on the lease and rental fleet.

In response to the Staff's comment, in future filings, beginning with our Quarterly Report on Form 10-Q for the period ending June 30, 2013, we will provide disclosure surrounding the specific drivers of changes in working capital to the extent they continue to drive the

Lyn Shenk

Division of Corporation Finance

June 18, 2013

Page 5

variance in cash provided by operating activities.  In addition, we will also specifically discuss the drivers of operating cash flows and will not refer to cash-based earnings.

*****

As requested in your comment letter, we hereby acknowledge that (a) we are responsible for the adequacy and accuracy of the disclosure in the filing; (b) your comments or our changes to our disclosure in response to your comments do not foreclose the Commission from taking any action with respect to the filing; and (c) we may not assert your comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate the Staff's assistance with regard to these comments and in helping us enhance the disclosure in our public reports.  Please direct any questions, comments or requests for further information to the undersigned at (305) 500-4290, fax at (305) 500-7915 or email to cgallo@ryder.com.

Very truly yours,

/s/  Cristina A. Gallo-Aquino

Cristina A. Gallo-Aquino

Vice President and Controller

Ryder System, Inc.

cc:  Richard Deas, PricewaterhouseCoopers, LLP Partner

May 31, 201 3

Via E -mail

Art A. Garcia
Executive Vice President and Chief Financial Officer
Ryder System, Inc.
11690 N.W. 105th Street
Miami, Florida 33178

Re: Ryder System, Inc.
 Form 10-K for Fiscal Year Ended December 31, 201 2
 Filed on February 14 , 201 3
 Form 10 -Q for Fiscal Period Ended March 31, 2013
 Filed on April 23, 2013
 File No. 001 -04364

Dear Mr. Garcia :

 We have reviewed your response letter dated April 29, 201 3 and have the following
comments.

 Please respond to this letter within 10 business days by confirming that you will
revise your document in future filings and providing the requested information .  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your
response.

After reviewing any information you provide in response to these comments, we may
have additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2012

Item 8.  Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
Note 14. Income Taxes, Like Kind Exchange Program, page 77

1. Refer to your response to prior comment 1.  You state that you temporarily suspended the
like-kind exchange program due in part to the inability to realize incremental cash tax
benefits because of the significant net operating loss position for tax purposes you were in.
You state that you reinstituted the program effective January 1, 2013 after modifying the
administrative procedures associated with the program and that you expect to realize cash tax
benefits in future periods.  Please address the following for us:

Art A. Garcia
Ryder System, Inc.
May 31, 201 3
Page 2

  How you are able to realize tax benefits upon modification of the program when
presumably you cont inue to be in a significant net operating loss position.  Tell us the
modifications made and features of the program after modification that did not exist
before modification that enable realization of the associated tax benefits.
 The expected impact on in come tax expense, income taxes payable and the effective tax
rate of the program in future periods and when you expect to realize the tax benefits.
 Why there was no disclosure in the Form 10 -K that the program was reinstated effective
January 1, 2013 when  it appears your evaluation of the program was completed in late
2012.

Note 23. Share -Based Compensation Plans, page 88

2. Refer to your response to prior comment 2.  You state that you added the following
disclosure in the Quarterly Report on Form 10 -Q for  the period ended March 31, 2013
“Dividends on nonvested stock granted after 2011 are not paid unless the award vests.”  In
conformity with the terms of your incentive compensation plan, please expand this disclosure
to state that  upon vesting  the amount o f the dividends paid is equal to the aggregate dividends
declared on common  share s during the period from the date of grant of the award until the
date the shares underlying the award are delivered.

3. You also state in your response to our prior comment 2 t hat, although permitted under your
incentive compensation plan, you have not historically granted dividends on stock options.
Please disclose the fact that dividends may be granted on stock options so that investors may
be aware that this feature is permi tted.

Form 10 -Q for the Fiscal Period Ended March 31, 2013

Management’s Discussion and Analysis
Financial Resources and Liquidity
Cash Flows, page 3 3

4. We note that cash provided by operating activities significantly increased by over 33% in the
current y ear period compared to the prior year period.  You attributed the increase to reduced
working capital needs and improved cash -based earnings.  Please expand your disclosure to
discuss the working capital needs that were reduced and why  and how operating ca sh was
directly impacted in this regard.   Also, use of the term “cash -based earnings” may be a
reference to an impermissible non -GAAP measure pursuant to Item 10(e) of Regulation S -K.
Please explain to us (i) what “cash -based earnings” represents, (ii) h ow it is derived, (iii) how
it truly is reflective of cash , and (iv) how the measure complies with the cited guidance.

Art A. Garcia
Ryder System, Inc.
May 31, 201 3
Page 3

Please  contact Aamira Chaudhry at 202 -551-3389 or Doug Jones at 202 -551-3309 if you
have any questions.  You may also contact me at 202 -551-3380 .

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief

CORRESP
1
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		SEC Response Letter (4.29.13)

April 29, 2013

Lyn Shenk

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3561

Re:    Ryder System, Inc.

Form 10-K for Fiscal Year Ended December 31, 2012

Filed February 14, 2013

File Number: 001-04364

Dear Ms. Shenk:

On behalf of Ryder System, Inc. (“Ryder”), we hereby respond to the comments provided by the Staff of the Securities and Exchange Commission (the “Commission”) in its letter dated April 11, 2013.   For ease of reference, we have included the Staff's comments in their entirety in italicized text preceding each of our responses.

Form 10-K for Fiscal Year Ended December 31, 2012

Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Note 14. Income Taxes, Like Kind Exchange Program, page 77

1.

 We note effective April 1, 2012, that you temporarily suspended the like-kind exchange program.  Please tell us and disclose the reason for suspending this program and the impact of this suspension on your tax provision and cash flows (for example, taxes currently payable and restricted cash) for fiscal 2012 and future periods expected to be affected.  Also, tell us and disclose whether you intend to reinstitute this program and when, and the factors upon which you will base your decision.  Additionally, tell us and disclose if suspension of this program impacted or is expected to impact your capital program, and the degree of the impact, including retention, aging and depreciation of the affected assets.

In 2006, we implemented a like-kind exchange (LKE) program (“the Program”) for certain of our revenue earning equipment that allows us to defer tax gains on the sale of eligible vehicles.  The Program includes certain process requirements regarding the purchase and sale of our vehicles in order to obtain tax deferral treatment. On April 1, 2012, we temporarily stopped utilizing the LKE Program for the purchase and sale of vehicles.  Our decision to temporarily suspend the Program was based on the following:

•

 The process utilized for the purchase and sale of vehicles under the LKE Program did not conform to processes required for a state tax planning alternative being evaluated.

•

 Additionally, we were in a significant net operating loss (NOL) position for tax purposes and were not realizing any incremental cash tax benefits from the LKE Program.

•

 Finally, and to a lesser extent, in the ordinary course of the Program, we have cash that is held and restricted for the purchase of vehicles.  As of April 1, 2012, there was $19M of restricted cash that could be utilized for other purposes.

The suspension of the Program did not impact our 2012 tax provision because we were in a NOL position.  The restricted cash of $19M was released and used for other general purposes.  Additionally, the suspension of the Program did not impact our 2012 capital program.

During late 2012, we completed our evaluation of other tax planning alternatives and modified the administrative procedures associated with the LKE Program to be consistent with our state tax planning requirements. Consequently, on January 1, 2013, we reinstituted the LKE Program.

In response to the Staff's comment, in our Quarterly Report on Form 10-Q for the period ended March 31, 2013, filed on April 23, 2013, within Note (K) Income Taxes, we included the following disclosure:

“During 2012, we were in a net operating loss position for tax purposes and were not realizing any benefits from the like kind exchange program. We also had restricted cash in the program that could be used for other purposes. As a result, in the second quarter of 2012, we temporarily ceased utilizing the program while we restructured the processes relating to the purchase and sale of our vehicles and evaluated other tax planning alternatives. Although these actions did not impact our 2012 tax provision or capital spending program, our cash flows increased $19 million from the release of the program's restricted cash. In the first quarter of 2013, once we had completed our restructuring and evaluation, we reinstated our like-kind exchange program and expect to realize cash tax benefits in future periods.”

Note 23. Share-Based Compensation Plans, page 88

2.

 We note from exhibits included with forms filed with the commission during 2012 that performance based restricted stock rights, restricted stock rights and stock options or stock appreciation rights awards granted in 2012 appear to have dividend equivalent rights. In regard to performance based restricted stock rights and restricted stock rights, cash is paid equal to the aggregate dividends paid on a share during the period from the date of grant of the award until the date the shares underlying the award are delivered. In regard to stock options or stock appreciation rights, dividend equivalents may accrue on such unvested awards and be paid to the extent the shares vest. Please disclose these features of the 2012 awards. With respect to these features, please explain to us your

accounting and reporting and the basis for such, including your consideration of ASC 710-10 and 260-10.

Prior to 2012, performance-based restricted stock rights and restricted stock rights had dividends paid as declared.  These dividends constitute a non-forfeitable dividend right and are considered participating securities for which we apply the two-class method of computing earnings per share.

Beginning in 2012, the performance-based restricted stock rights (PBRSRs) and restricted stock rights (RSRs) granted to employees have dividend equivalent rights but do not grant the employee any rights as a shareholder, including any right to receive dividends,  until the shares vest and are actually delivered.

The PBRSRs contain a market condition that is segmented into three equal performance periods of one, two and three years.  The award may be earned based on Ryder's total shareholder return (TSR) compared to the TSR of the S&P 500 during the applicable performance period.  Employees receive the shares at the end of the third performance period, provided that they are continuously employed during the three-year period.

The restricted stock rights (RSRs) vest at the end of a three-year period regardless of company performance.  Employees receive the shares provided that they are continuously employed during the three-year period.

If and when the underlying awards vest (i.e. at the end of the three-year period), Ryder will make a cash payment equal to the aggregate dividends paid on a share during the three-year performance period.  In response to the Staff's comment, in our Quarterly Report on Form 10-Q for the period ended March 31, 2013, filed on April 23, 2013, within Note (E) Earnings per Share, we disclosed that  “Dividends on nonvested stock granted after 2011 are not paid unless the award vests.” In future filings, we will also include this disclosure in our Share-Based Compensation Plans footnote.

For PBRSRs, we accrue dividends on the portion of the award that is expected to vest.  At the end of each performance period, we assess whether the market condition for the shares for that year have been met.  If the market condition is met, we make an estimate of forfeitures (consistent with the estimate used for recording the compensation cost on the award) and accrue the dividends against retained earnings in accordance with ASC 718-10-55-45. At December 31, 2012, we did not accrue dividends for PBRSRs as the 2012 market condition was not met.

For RSRs, dividends should be accrued against retained earnings as declared with an estimate of forfeitures consistent with the estimate used for recording the compensation cost on the award.  In the first quarter of 2013, we accrued all dividends on the 2012 and 2013 RSR awards.  The unrecorded accrual as of December 31, 2012 was $138,000 which we believe is not material.

Although permitted under the Ryder System, Inc. 2012 Equity and Incentive Compensation Plan, we have not historically granted dividends on stock options nor have we granted stock appreciation rights.

We do not consider the 2012 PBRSRs and RSRs to be participating securities as described in ASC 260-10-45-61A because the dividend right is forfeitable.  Additionally, we believe our accounting for PBRSRs and RSRs is consistent with the principles in ASC 710-10 for compensated absences.

*****

As requested in your comment letter, we hereby acknowledge that (a) we are responsible for the adequacy and accuracy of the disclosure in the filing; (b) your comments or our changes to our disclosure in response to your comments do not foreclose the Commission from taking any action with respect to the filing; and (c) we may not assert your comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate the Staff's assistance with regard to these comments and in helping us enhance the disclosure in our public reports.  Please direct any questions, comments or requests for further information to the undersigned at (305) 500-4290 or fax at (305) 500-7915.

Very truly yours,

/s/  Cristina A. Gallo-Aquino

Cristina A. Gallo-Aquino

Vice President and Controller

Ryder System, Inc.

cc:  Richard Deas, PricewaterhouseCoopers, LLP Partner

April 11, 2013

Via E -mail
Art A. Garcia
Executive Vice President and Chief Financial Officer
Ryder System, Inc .
11690 N.W. 105th Street
Miami, Florida 33178

Re: Ryder System , Inc.
  Form 10 -K for Fiscal Year Ended December 31, 2012
             Filed on February 14, 2013
             File No. 001 -04364

Dear Mr. Garcia :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please r espond to this letter within 10  business days by confirming that you will revise
your document in future filings  and providing  any reque sted information.   If you do not believe
our c omments apply to your facts and circumstances, please  tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for Fis cal Year Ended December 31, 2012

Item 8. F inancial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Note 14. Income Taxes , Like Kind Exchange Program, page 77

1. We note effective April 1, 2012, that you temporarily suspended the like -kind exchange
program. Please tell us and disclose the  reason for suspending this program and the
impact of this suspension  on your tax provision and cash flows (for example, taxes
currently payable and restricted cash) for fiscal 2012 and future periods expected to be
affected.  Also, tell  us and disclose whether you intend to reinstitute this program and
when, and the factors upon which you will base your decision.  Additionally, tell us and
disclose if suspension of this program impacted or is expected to impact your capital

Art A. Garcia
Ryder System , Inc.
April  11, 2013
Page 2

 program, and the degree of the impact, including retention, aging and depreciation of the
affected assets.

Note 23. Share -Based Compensation Plans, page 88

2. We note from exhibits included with forms filed with the commission during 2012 that
performance based rest ricted stock rights, restricted stock rights and stock options or
stock appreciation rights awards granted in 2012 appear to have dividend equivalent
rights.  In regard to performance based restricted stock rights and restricted stock rights,
cash is paid equal to the aggregate dividends paid on a share during the period from the
date of grant of the award until the date the shares underlying the award are delivered.  In
regard to stock options or stock appreciation rights, dividend equivalents may accrue o n
such unvested awards and be paid to the extent the shares vest.  Please disclose these
features of the 2012 awards.  With respect to these features, please explain to us your
accounting and reporting and the basis for such, including your consideration o f ASC
710-10 and 260 -10.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rul es require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Aamira Chaudhry a t 202 -551-3389  or Doug Jones at 202 -551-3309  if
you have questions regarding comments on the financial statements and related matters . You
may also contact me at 202 -551-3380.

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief

June 15 , 2012

Via E -mail
Art A. Garcia
Chief Financial Officer
Ryder System, Inc.
11690 N.W. 105th Street
Miami, FL  33178

Re: Ryder System, Inc.
 Form 10-K for Fiscal Year Ended December  31, 2011
Filed February 16, 2012
Form 10 -Q for Quarterly Period Ended March 31, 2012
Filed April 24, 2012
File No. 001 -04364

Dear Mr. Garcia :

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s includes the
information the Securities Exchange Act of 1934 and all applicable  rules require.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief

CORRESP
1
filename1.htm

CORRESP

 June 7, 2012

 Theresa Messinese

 Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549-3561

Re:
Ryder System, Inc.

 Form 10-K
for Fiscal Year Ended December 31, 2011

 Filed February 16, 2012

Form 10-Q for Quarterly Period Ended March 31, 2012

 Filed April 24, 2012

 File Number: 001-04364

Dear Ms. Messinese:

 On behalf of Ryder
System, Inc. (“Ryder”) we hereby respond to the comments provided by the Staff of the Securities and Exchange Commission (the “Commission”) in its letter dated May 14, 2012. For ease of reference, we have included the
Staff’s comments in their entirety in italicized text preceding each of our responses.

 Form 10-Q for Fiscal Quarter Ended
March 31, 2012

 Notes to the Condensed Consolidated Financial Statements

Note (K) Accrued Expenses and Other Liabilities, page 11

1.
We note that salary and wages decreased $59.0 million to $62.0 million at March 31, 2012 from $121.1 million at December 31, 2011. Please explain to us the
reason for the decrease.

 Accrued salaries and wages of $121.1 million as of December 31, 2011
includes the accrual for our 2011 annual performance incentive bonus plan (“bonus plan”). The decrease in accrued salaries and wages of $59.0 million in the first quarter of 2012 was primarily the result of the $74 million payout of the
bonus plan in February of 2012. As discussed in our 2012 Proxy Statement, our bonus plan is based on attaining three performance measures over a performance period, which is the calendar year. The bonus payment is approved by the Compensation
Committee of the Board of Directors during the February board meeting each year and paid subsequent to the approval.

 11690 NW 105 Street, Miami, FL 33178-1103

 www.ryder.com

 Securities and Exchange Commission

 June 7, 2012

  Page
 2
 of 5

 Note (T) Other Matters, page 21

2.
You disclose that the final resolution of matters indicated in this note could have a material effect on your consolidated operating results. If there is at least a
reasonable possibility that a loss exceeding amounts already recognized may have been incurred, in your next periodic filing please disclose either an estimate (or, if true, state that the estimate is immaterial in lieu of providing quantified
amounts) of the additional loss or range of loss, or state that such an estimate cannot be made. Please refer to SCS 450-20-50-4.b.

 If you conclude that you cannot estimate the reasonably possible additional loss or range of loss, please (1) explain to us the procedures you undertake on a quarterly basis to attempt to develop
a range of reasonably possible loss for disclosure and (2) for each material matter, what specific factors are causing the inability to estimate and when you expect those factors to be alleviated. We recognize there are a number of
uncertainties and potential outcomes associated with loss contingencies. Nonetheless, an effort should be made to develop estimates for purposes of disclosure, including determining which of the potential outcomes are reasonably possible and what
the reasonably possible range of losses would be for those reasonably possible outcomes.

 You may provide your
disclosures on an aggregated basis. Please include your proposed disclosure in your response.

 We have reviewed our
disclosure regarding the final resolution of matters indicated in Note (T). We advise the Staff that as of March 31, 2012, we determined that, with respect to legal matters stemming from our continuing operations, the reasonably possible range
of losses in excess of amounts already accrued was not material. In response to the Staff’s comment, in future filings, beginning with our Quarterly Report on Form 10-Q for the period ending June 30, 2012, if there is no change in fact or
law, we will replace the first paragraph of Note (T) with the following as it relates to continuing operations:

 We are a
party to various claims, complaints and proceedings arising in the ordinary course of our continuing business operations including but not limited to those relating to commercial and employment claims, environmental matters, risk management matters
(e.g. vehicle liability, workers’ compensation, etc.) and administrative assessments primarily associated with operating taxes. We have established loss provisions for matters in which losses are probable and can be reasonably estimated. For
matters from continuing operations where a reserve has not been established and for which we believe a loss is reasonably possible, as well as for matters where a reserve has been recorded but for which an exposure to loss in excess of the amount
accrued is reasonably possible, we believe that such losses will not have a material effect on our consolidated financial statements. See Note (D), “Guarantees,” for information regarding discontinued operations.

 Securities and Exchange Commission

 June 7, 2012

  Page
 3
 of 5

 Our estimates regarding potential losses and materiality are based on our judgment and
assessment of the claims utilizing currently available information. Although we will continue to reassess our reserves and estimates based on future developments, our objective assessment of the legal merits of such claims may not always be
predictive of the outcome and actual results may vary from our current estimates.

 With respect to legal matters stemming from
our discontinued operations in South America, we propose to enhance our disclosure in future filings if we believe there is at least a reasonable possibility a material loss exceeding amounts already recognized may be incurred. Specifically,
beginning with our Quarterly Report on Form 10-Q for the period ending June 30, 2012, if there is no change in fact or law, we will add the following disclosure to Note (D) regarding discontinued operations:

Although we discontinued our operations in 2009, we continue to be party to various federal, state and local legal proceedings involving
labor matters, tort claims and tax assessments. We have established loss provisions for any matters where we believe a loss is probable and can be reasonably estimated. Other than with respect to the matters discussed below, for matters where a
reserve has not been established and for which we believe a loss is reasonably possible, as well as for matters where a reserve has been recorded but for which an exposure to loss in excess of the amount accrued is reasonably possible, we believe
that such losses will not have a material effect on our consolidated financial statements.

 In Brazil, we have been assessed $6
million (before and after tax) for various federal income taxes and social contribution taxes for the 1997 and 1998 tax years. We have successfully overturned these federal tax assessments at the lower courts; however, there is a reasonable
possibility that these rulings could be reversed and we would be required to pay this assessment. We believe it is more likely than not that our position will ultimately be sustained if appealed and no amounts have been reserved for these matters.
We are entitled to indemnification for a portion of any resulting liability on these federal tax claims which, if honored, would reduce the estimated loss.

 Additionally in Brazil, we have been assessed $6 million (before and after tax) for certain state operating tax credits utilized between 2001 and 2003. Although we believe it is reasonably possible that
we could incur this loss, we believe it is more likely than not that our position will ultimately be sustained and no amounts have been reserved for these matters.

 We will continue to consider the guidance in ASC 450-20-50, based on the facts known at the time of our future filings, as it relates to legal contingencies, and will adjust our disclosures as may be
required under the guidance.

 Securities and Exchange Commission

 June 7, 2012

  Page
 4
 of 5

 Management’s Discussion and Analysis

Financial Resources and Liquidity

Cash Flows, page 33

3.
You disclose that cash provided by operating activities from continuing operations decreased in the three months ended March 31, 2012 compared with 2011 because
of an increase in working capital needs, and that the increase in working capital was driven by planned cash payments specific to the first quarter. Please explain to us and disclose what working capital needs increased and why, and what the planned
cash payments specific to the first quarter were and the reason for them. Quantify associated amounts as appropriate so that investors may understand the relative magnitude of each item. Please note that reference to changes in balance sheet items
in regard to working capital changes may not be sufficient in explaining changes in operating cash flows without further discussion of how such directly affected cash.

Cash provided by operating activities from continuing operations decreased $31 million for the three months ending March 31, 2012
compared with March 31, 2011. The $31 million decline was primarily driven by planned working capital cash payments. The planned working capital cash payments in the first quarter of 2012 were related to the $74 million bonus payment discussed
in response to Question #1. The 2012 bonus payment increased $39 million compared to the 2011 bonus payment.

 In response to
the Staff’s comment, in future filings, beginning with our Quarterly Report on Form 10-Q for the period ending June 30, 2012, we will provide specific disclosure surrounding the bonus payment to the extent it continues to drive the
variance in cash provided by continuing operations.

 *****

As requested in your comment letter, we hereby acknowledge that (a) we are responsible for the adequacy and accuracy of the
disclosure in the filing; (b) your comments or our changes to our disclosure in response to your comments do not foreclose the Commission from taking any action with respect to the filing; and (c) we may not assert your comments as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate the Staff s assistance with regard to these comments and in helping us enhance the disclosure in our public reports. Please
direct any questions, comments or requests for further information to the undersigned at (305) 500-4290 or fax at (305) 500-7915.

 Securities and Exchange Commission

 June 7, 2012

  Page
 5
 of 5

Very truly yours,

/s/ Cristina A. Gallo-Aquino

Cristina A. Gallo-Aquino

Vice President and Controller

Ryder System, Inc.

cc:
Richard Deas, PricewaterhouseCoopers, LLP Partner

May 14, 2012
 Via E-mail

Art A. Garcia Chief Financial Officer Ryder System, Inc. 11690 N.W. 105
th Street
Miami, FL  33178
Re: Ryder System, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 16, 2012 Form 10-Q for Quarterly Period Ended March 31, 2012 Filed April 24, 2012 File No. 001-04364

Dear Mr. Garcia:
 We have reviewed your filings and have th e following comments.  In our comments, we
may ask you to provide us with informati on so we may better understand your disclosure.
 Please respond to this letter within 10 bus iness days by confirming that you will revise
your document in future filings and providing an y requested information.  If you do not believe
our comments apply to your facts and circumst ances, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
            Form 10-Q for Fiscal Quarter Ended March 31, 2012

 Notes to the Condensed Conso lidated Financial Statements

Note (K) Accrued Expenses and Other Liabilities, page 11

1. We note that salary and wages decrease d $59.0 million to $62.0 million at March 31,
2012 from $121.1 million at December 31, 2011.  Pl ease explain to us the reason for the
decrease.
 Note (T) Other Matters, page 21

2. You disclose that the final re solution of matters  indicated in this note could have a
material effect on your consolidated operating results.  If there is at least a reasonable
possibility that a loss exceeding amounts alrea dy recognized may have been incurred, in
your next periodic filing please di sclose either an estimate (o r, if true, state that the

Art A. Garcia Ryder System, Inc. May 14, 2012 Page 2

 estimate is immaterial in lieu of providing quantified amounts)  of the additional loss or
range of loss, or state that such an estima te cannot be made.  Please refer to ASC 450-20-
50 -4.b.

If you conclude that you cannot estimate the reasonably possible addi tional loss or range
of loss, please (1) explain to us the pro cedures you undertake on a quarterly basis to
attempt to develop a range of reasonably possible loss for disclosure and (2) for each
material matter, what specif ic factors are causing the inab ility to estimate and when you
expect those factors to be al leviated.  We recognize there are a number of uncertainties
and potential outcomes associated with loss cont ingencies.  Nonetheless, an effort should
be made to develop estimates for purposes of disclosure, including determining which of
the potential outcomes are reasonably possible and what the reasonabl y possible range of
losses would be for those reasonab ly possible outcomes.
 You may provide your disclosures on an aggr egated basis.  Please include your proposed
disclosure in your response.
 Management’s Discussion and Analysis

Financial Resources and Liquidity
Cash Flows, page 33

3. You disclose that cash provided by operati ng activities from continuing operations
decreased in the three months ended March 31, 2012 compared with 2011 because of an
increase in working capital needs, and that the increase in working capital was driven by
planned cash payments specific to the first quarter.  Please explain to us and disclose
what working capital needs increased and why, and what the planned cash payments
specific to the first quarter were and the re ason for them.  Quantify associated amounts as
appropriate so that investors may understand the relative magnit ude of each item.  Please
note that reference to changes in balance shee t items in regard to working capital changes
may not be sufficient in explaining change s in operating cash flows without further
discussion of how such dire ctly affected cash.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Art A. Garcia Ryder System, Inc. May 14, 2012 Page 3

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Theresa Me ssinese at 202-551-3307 or Doug Jones at 202- 551-3309 if
you have questions regarding the comments and re lated matters.  Please contact me at 202-551-
3380 with any other questions.
Sincerely,
   /s/ Lyn Shenk    Lyn Shenk
Branch Chief

September 1, 2011
 Art A. Garcia Executive Vice President and Chief Financial Officer Ryder System, Inc. 11690 N.W. 105
th Street
Miami, FL 33178
Re: Ryder System, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2010  Filed February 15, 2011  File No. 001-04364

Dear Mr. Garcia:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 Lyn Shenk
Branch Chief

CORRESP
1
filename1.htm

corresp

August 26, 2011

Doug Jones

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3561

    Re:

    Ryder System, Inc. (“Ryder”)

    Form 10-K for the Year Ended December 31, 2010

    Filed February 15, 2011

    File Number: 001-04364

Dear Mr. Jones:

Thank you for taking the time to speak with us on August 16, 2011. We hereby respond to the
comments provided by the Staff of the Securities and Exchange Commission (the “Commission”) in its
letter dated July 26, 2011, which responses reflect the discussions held during our telephonic
meeting. This letter supplements the responses submitted in our letter to the Staff dated
July 8, 2011. For ease of reference, we have included the Staff’s comments in their entirety in
italicized text preceding each of our responses.

Form 10-K for the Year Ended December 31, 2010

Consolidated Statements of Earnings, page 63

    1.

    Refer to your response to our prior comment 6. You state the staff previously addressed the
company providing separate disclosure of revenues and cost of sales on the consolidated
statement of earnings. In this regard, the staff in comment 2 in our October 21, 2002 comment
letter addressed the segregation of revenues between sales of products and services on the
consolidated statement of earnings. Please note the comment did not address the segregation
of leasing (rental) revenues on the consolidated statement of earnings.

    It appears the primary purpose of your “full service leasing” arrangement is the leasing of
vehicles. In this regard, the full service contract begins with the leasing (rental) of a
vehicle and the other services would not occur absent the lease (rental) of the vehicle.
Therefore, it appears the services provided in this specific bundled arrangement are
ancillary and complement the primary leasing (rental) activity. As such, we cannot concur
that all revenues in this arrangement should be considered solely a “service” activity.

Securities and Exchange Commission

August 26, 2011

Page 2 of 6

    There are a number of situations where different elements of revenue producing activities
are bundled within an integrated contract or arrangement. Some companies sell a product
and provide a service for installation, repairs, extended warranty, etc. relating to the
product sold. Others may primarily provide a service (e.g. repairs) and also sell products
as part of their primary service activity. In addition, another example cited in Topic
11-L of the Staff Accounting Bulletins provides separate revenue producing activities
within one integrated arrangement.

    Although an integrated arrangement may contain several revenue producing components, the
guidance in Rule 5-03(b)(1) of Regulation S-X does not specifically provide that an
integrated revenue producing arrangement is viewed solely as one type of activity. The
substance of each of the revenue producing components (and not whether the contract is
separate or integrated) should guide whether disaggregated financial information should be
presented in the consolidated financial statements. Therefore, we believe the amounts that
can be attributed to each of the various revenue producing components (as separately cited
in the above rule) should be presented on a separate and disaggregated basis of revenue on
the face of the consolidated statement of earnings to the extent that each of these
separate components (leasing (rental) and services) exceed 10% of your total consolidated
revenues. In addition, the direct costs and expenses associated with your leasing (rental)
and service activities should also be separately presented in the consolidated statements
of earnings pursuant to Rule 5-03(b)(2) of Regulation S-X. Please re-evaluate the leasing
(rental) and service activity components and revise accordingly.

     We have evaluated the leasing (rental) and service activity components of our revenue streams
and acknowledge the importance of disaggregating revenues on the Consolidated Statement of
Earnings. As such, we intend to revise our revenue presentation on the Consolidated Statement of
Earnings to reflect the following three revenue categories:

    1.

    Lease and rentals

    2.

    Services

    3.

    Fuel services

     The lease revenues to be included within the “lease and rentals” category will have our full
service lease (FSL) product line which includes leasing and service elements. We acknowledge your
comment regarding disaggregating this integrated / bundled arrangement. However, as we discussed,
based on the nature of our FSL product line, we believe disaggregation would not provide investors
with the most meaningful and beneficial presentation. Specifically, the lease and service elements
of a FSL are sold to our customers as a bundled service. That is, we do not sell the lease
component by itself as we are not a finance-lessor. In addition, disaggregating FSL is
inconsistent with
our segment presentation and how we market, price and manage the business. Finally, disaggregation
is also inconsistent with how investors view our business.

Securities and Exchange Commission

August 26, 2011

Page 3 of 6

     We will expand our accounting policy footnote on revenue recognition to describe the revenue
categories as follows:

     “We classify our revenues in one of the following categories:

    •

    Lease and rentals — includes full service lease and commercial rental revenues from
our Fleet Management Solutions (FMS) business segment. Full service lease is marketed,
priced and managed as a bundled lease arrangement, which includes equipment, service and
financing components described in more detail later. We do not offer a stand-alone
unbundled finance lease of equipment. For these reasons, both the lease and service
components of our FSL are included within lease and rental revenues.

    •

    Services — includes contract maintenance, contract-related maintenance and other
revenues from our FMS business segment and all of Supply Chain Solutions and Dedicated
Contract Carriage revenues.

    •

    Fuel services — includes fuel services revenue from our FMS business segment.”

     In accordance with Rule 5-03(b) of Regulation S-X, we will change our expense presentation on
the Consolidated Statement of Earnings to separately present cost and expenses associated with the
new revenue categories and selling, general and administrative expenses. In order to accurately
reflect the changes to the Consolidated Statement of Earnings, we will need to:

    •

    Undergo a thoughtful evaluation process of each expense category in order to identify
whether costs are associated with revenues or selling, general and administrative
expenses.

    •

    Assess, on a global basis, the information provided by the ten general ledger systems
and various interfaces.

    •

    Remap our general ledgers into our consolidation system to reflect the new
presentation. Our financial reporting systems and processes will need to be enhanced.

    •

    Review our disclosure controls and procedures to ensure proper controls over financial
reporting.

    •

    Arrive at a reasonable allocation methodology for reporting certain costs of revenues
that can be applied for reporting purposes.

Securities and Exchange Commission

August 26, 2011

Page 4 of 6

     In light of the effort required to make the changes to the Consolidated Statement of Earnings,
we expect to disclose this new presentation beginning with our Annual Report on Form 10-K for the
period ending December 31, 2011.

     Below is a excerpt of our Consolidated Statement of Earnings that will be modified as a result
of the aforementioned changes.

    Revenues

    Lease and rentals

    XXX

    Services

    XXX

    Fuel services

    XXX

    Total Revenues

    XXX

    Costs and Expenses

    Cost of lease and rentals

    XXX

    Cost of services

    XXX

    Cost of fuel services

    XXX

    Other operating expenses

    XXX

    Selling, general and administrative expenses

    XXX

    Gains on vehicle sales, net

    XXX

    Interest expense

    XXX

    Miscellaneous (income) expense, net

    XXX

    Restructuring and other charges, net

    XXX

    Earnings from continuing operations before income taxes

    XXX

     As we discussed during our telephonic meeting, we will make every effort to allocate costs of
revenues to each of the revenue categories. We will disclose our allocation methodology, including
the nature of the costs being allocated, and will represent that the allocation methodology is
reasonable. During our call, we also discussed that certain unallocated expenses would be
classified as “other operating expenses” under
Rule 5-03(b)(3) of Regulation S-X. We will monitor the nature and
amount of these expenses and will provide disclosure as appropriate.

     Consistent
with Staff Accounting Bulletin Topic 5.P.3 Income Statement Presentation of
Restructuring Charges, we will classify restructuring charges depending on the nature of the charge
and the assets and operations to which they relate. Therefore, charges which relate to activities
for which the revenues and expenses have historically been included in cost of revenue will be
classified as a cost of revenue and if material, separately disclosed.

Securities and Exchange Commission

August 26, 2011

Page 5 of 6

    2.

    Refer to your response to our prior comment 7. It appears that the aggregate of fuel
services revenue and subcontracted transportation revenue is material to your total
consolidated revenues, and that fuel services revenue is material to the total revenues of
your Fleet Management Services segment and that subcontracted transportation revenue is
material to the total revenues of your Supply Chain Services segment. On this basis, it is not
clear why presenting these revenues separately on the statement of earnings would give undue
prominence to them. In this regard, the segment note in your GAAP consolidated financial
statements already presents fuel services revenues on a separate basis. It is also not clear
why separate presentation of these revenues would not contribute to understanding of your
operations when you already quantify these items and provide a discussion of the nature of
these revenues and their impact on your operations. It appears that a separate presentation
of these revenues on the consolidated statement of earnings, rather than presenting a non-GAAP
measure in MD&A, may provide readers with additional clarity and transparency on their impact
and associated changes. Please re-evaluate and advise accordingly.

     As discussed in our response to Comment 1, we will separately present fuel services revenue on
the face of our Consolidated Statement of Earnings.

     With respect to subcontracted transportation revenue, as discussed during our call, we do not
believe that separate presentation of subcontracted transportation revenues is appropriate as we
generally do not separately invoice customers for subcontracted transportation and therefore do not
have a separate amount of revenue attributed to subcontracted transportation.

     Our non-GAAP revenue measure, “operating revenue”, for our Supply Chain Solutions and
Dedicated Contract Carriage segments represents total revenue less subcontracted transportation
expense. When servicing our customers, we may provide transportation ourselves or use a third
party transportation provider. In addition, when we do engage third parties to provide the
transportation we may act as an agent or a principal. Whether we act
as an agent or a principal impacts the net or gross presentation of our total revenue and not profitability. We use
subcontracted transportation expense as a proxy for the revenue in determining operating revenue.
We believe that operating revenue and NBT as a percent of operating revenue provides a clear and
consistent picture of the sales activity and profitability of these segments.

Securities and Exchange Commission

August 26, 2011

Page 6 of 6

     As discussed, we will enhance our non-GAAP disclosure related to SCS / DCC operating revenue
to read as follows:

     “In SCS / DCC transportation management arrangements we may act as a principal or as an agent in
purchasing transportation on behalf of our customer. When we are acting as a principal we will
record revenue on a gross basis and when we are acting as an agent we record revenue on a net
basis. As a result, total revenue may fluctuate depending on our role in subcontracted
transportation arrangements yet our profitability remains unchanged as we typically realize minimal
profitability from subcontracted transportation. We deduct subcontracted transportation expense
from total revenue to arrive at operating revenue. We use operating revenue and NBT as a percent
of operating revenue, each a non-GAAP financial measure, to evaluate the operating performance of our
SCS/DCC business segment and as a measure of sales activity and profitability.”

*****

     As requested in your comment letter, we hereby acknowledge that (a) we are responsible for the
adequacy and accuracy of the disclosure in the filing; (b) your comments or our changes to our
disclosure in response to your comments do not foreclose the Commission from taking any action with
respect to the filing; and (c) we may not assert your comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

     We appreciate the Staff’s assistance with regard to these comments and in helping us enhance
the disclosure in our public reports. Please direct any questions, comments or requests for
further information to the undersigned at (305) 500-4290 or fax at (305) 500-7915.

    Very truly yours,

    /s/ Cristina A. Gallo-Aquino

    Cristina A. Gallo-Aquino

Vice President and Controller

Ryder System, Inc.

    cc:

    Richard Deas, PricewaterhouseCoopers, LLP Partner

Joe Foti, Securities and Exchange Commission, Senior Assistant Chief Accountant

July 26, 2011

Art A. Garcia
Executive Vice President and Chief Financial Officer
Ryder System, Inc.
11690 N.W. 105th Street
Miami, FL 33178

Re: Ryder System, Inc.
 Form 10- K for Fiscal Year Ended December 31, 2010
 Filed February 15, 2011
 File No. 001 -04364
 Dear Mr. Garcia:

 We have reviewed your response letter dated Ju ly 8, 2011 and have the following
comments.     Please r espond to this letter within 10 business days by confirming that you will
revise your document in future filings  or by further advising us as appropriate .  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing any  information you provide in response to these comments, we may
have additional comments.
Form 10- K for the Fiscal Year Ended December 31, 2010
 Consolidated Statements of Earnings, page 63
1. Refer to your response to our prior comment 6.  You state the st aff previously addressed the
company providing separate disclosure of revenues and cost of sales on the consolidated statement of earnings.  In this regard, the staff in comment 2 in our October 21, 2002 comment letter addressed the segregation of revenues  between sales of products and services
on the consolidated statement of earnings.  Please note t he comment did not address the
segregation of leasing (rental) revenues on the consolidated statement of earnings.

It appears the primary purpose of your “ full service leasing” arrangement is the leasing of
vehicles .  In this regard, the full service contract begins with the leasing (rental) of a vehicle
and the other services would not occur absent the lease (rental) of the vehicle.  Therefore, it appears t he services provided in this specific bundled arrangement are ancillary and
complement the primary leasing (rental) activity.  As such, we cannot concur that all revenues in this arrangement should be considered solely a “service” activity.

Art A. Garcia
Ryder System, Inc .
July 26, 2011
Page 2

There are a num ber of situations where different elements of revenue  producing activities are
bundled within an integrated contract or arrangement.  Some companies sell a product and
provide a service for installation, repairs, extended warranty, etc. relating to the product sold.  Others may primarily provide a service (e.g., repairs) and also sell products as part of their primary service activity.  In addition, another example cited in Topic 11- L of the Staff
Accounting Bulletins provides separate revenue producing act ivities within one integrated
arrangement.

Although an integrated arrangement may contain several revenue  producing components, the
guidance in Rule 5 -03(b)(1) of Regulation S -X does not specifically provide that an
integrated revenue producing arrangem ent is viewed solely as one type of activity.  The
substance of each of the revenue  producing components (and not whether the contract is
separate or integrated) should guide whether disaggregated financial information should be presented in the consolidat ed financial statements.  Therefore, we believe the amounts that
can be attribut ed to each of the various revenue  producing components (as separately cited in
the above rule) should be presented on a separate and disaggregated basis of revenues on the face of the consolidated statement of earnings to the extent that each of these separate components (leasing  (rental ) and services) exceed 10% of your total consolidated revenues .
In addition, the direct costs and expenses associated with your leasing (rental) and service activities should also be separately presented in the consolidated statement of earnings pursuant to Rule 5 -03(b)(2) of Regulation S -X.  Please re- evaluate the leasing (rental) and
service activity components and revise accordingly.
 2. Refer to your response to our prior comment 7.  It appears that the aggregate of fuel services revenue and subcontracted transportation revenue is material to your total consolidated revenues, and that fuel services revenue is material to the total revenues of your Fleet Management Services segment and that subcontracted transportation revenue is material to the total revenues of your Supply Chain Services segment.  On this basis, it is not clear why presenting these revenues separately on the statement of earnings would give undue prominence to them.  In this regard, the segment note in your GAAP consolidated financial statements already presents fuel services revenues on a separate b asis.  It is also not clear
why separate presentation of these revenues would not contribute to understanding of your operations when you already quantify these items and provide a discussion of the nature of these revenues and their impact on your operati ons.  It appears that a separate presentation of
these revenues on the consolidated statement of earnings, rather than presenting a non- GAAP
measure in MD&A, may provide readers with additional clarity and transparency on their impact and associated changes.  Please re- evaluate and advise accordingly .

Art A. Garcia
Ryder System, Inc .
July 26, 2011
Page 3

Please contact Doug Jones at 202- 551-3309 or Joe Foti at 202- 551-3816 if you have any
questions .  You may also contact me at 202- 551-3380.

Sincerely,

 Lyn Shenk
Branch Chief

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July 8, 2011

Doug Jones

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3561

               Re:

    Ryder System, Inc.

Form 10-K for the Year Ended December 31, 2010

Filed February 15, 2011

File Number: 001-04364

Dear Mr. Jones:

On behalf of Ryder System, Inc. (“Ryder”) we hereby respond to the comments provided by the Staff
of the Securities and Exchange Commission (the “Commission”) in its letter dated June 3, 2011.
For ease of reference, we have included the Staff’s comments in their entirety in italicized text
preceding each of our responses.

Form 10-K for the Year Ended December 31, 2010

Item 1A. Risk Factors, page 12

    1.

    We note the statement on page 12 that “[i]n addition to the factors discussed elsewhere in
this report, the following are some of the important factors that could affect our business.”
All material risks should be discussed in this section. Please confirm that you will revise
this language in future filings to state that you have disclosed all known material risks in
this section.

     We acknowledge the Staff’s comments and confirm that in future filings we will state that all
known material risks are included under “Risk Factors.”

Management’s Discussion and Analysis

Full Year Consolidated Results, page 25 and Full Year Operating Results by Business Segment, page 31

    2.

    Please quantify each factor cited as a cause for a variance so that investors may have a
context of their magnitude and relative impact. Refer to section 501.04 of the Codification
of Financial Reporting Releases for guidance in regard to quantification of cited factors.

Securities and Exchange Commission

July 8, 2011

Page 2 of 9

     We acknowledge the Staff’s comment and the requirements of section 501.04 of the Codification
of Financial Reporting Releases to quantify the factors that materially impact our consolidated and
segment results.

     In drafting our Management’s Discussion and Analysis (MD&A), we currently provide the drivers
of the change in the order of their magnitude. In future filings, beginning with our Quarterly
Report on Form 10-Q for the period ended June 30, 2011 (the “Second Quarter Form 10-Q”), we will
provide the magnitude and relative impact of the material factors consistent with the requirements
of section 501.04 of the Codification of Financial Reporting Releases.

Full Year Consolidated Results, page 25

    3.

    We note that “operating expenses” is material to your results and represents your largest
expense category that is approximately 50% of your total costs and expenses. It also appears
to consist of several items. Please identify and quantify, preferably in comparative tabular
fashion, the principal components of this line item so that investors may readily understand
the magnitude and relative impact of each in contributing to your results. Accompany the
presentation with an appropriate level of comparative analysis. Refer to 303(A)(3)(i) of
Regulation S-K and instruction 4 to Item 303(A). Please provide us with your intended revised
presentation.

     We acknowledge the Staff’s comment and are proposing to change the face of our Consolidated
Statement of Earnings to identify the following principal components of “operating expenses.”

    Years ended December 31,

    2010

    2009

    Fuel

    $
    840,257

    717,314

    Maintenance and repairs

    856,557

    793,169

    Other Operating Expenses

    745,110

    719,056
    (1)

    $
    2,441,924

    2,229,539

    (1)

    Other operating expenses include taxes and licensing costs, facilities, insurance,
professional services and outside labor. None of these items are individually significant
(<10% of total costs).

     Our MD&A will contain a discussion of each of these expense line items with the appropriate
level of comparative analysis. We believe this enhanced presentation of our Consolidated Statement
of Earnings and MD&A will provide information surrounding the principal components of the previous
“operating expenses” line so that investors may

Securities and Exchange Commission

July 8, 2011

Page 3 of 9

readily understand the magnitude and relative
impact of each of the principal expenses in contributing to our results.

     As discussed, we will implement these proposed changes to the Statement of Earnings and MD&A
beginning with our Quarterly Report on Form 10-Q for the period ending September 30, 2011.

Full Year Operating Results by Business Segment, page 31

    4.

    To the extent that changes in costs and expenses materially impact each segment’s measure of
profit, please discuss and quantify the impact of each material component. We also encourage
that you alternatively consider disclosure, preferably in comparative tabular fashion, of the
principal costs and expenses associated with each segment in arriving at “segment NBT.” This
will more easily permit investors to readily identify and understand the costs and expense
components associated with each segment as well as the magnitude and relative impact of each
in contributing to each segment’s results. In addition, please accompany the presentation
with an appropriate level of comparative analysis.

     In future filings, beginning with the Second Quarter Form 10-Q, we will enhance our disclosure
regarding the changes in costs and expenses that materially impact the profitability of each
reportable business segment. Specifically, we intend to:

    a.

    Expand the Overview section of the MD&A to provide an executive summary of
the cost and expense components associated with each segment, as well as the material
factors and trends that impact such components;

    b.

    Expand the Consolidated Results section to identify the business segment
being impacted by the applicable change in expense; and

    c.

    Expand the Operating Results by Business Segment section to discuss and
quantify changes in principal costs and expenses that materially impact segment NBT.

     We believe these expanded disclosures will more easily permit investors to readily identify
and understand the cost and expense components associated with each segment as well as the
magnitude and relative impact of each in contributing to the segment results.

Securities and Exchange Commission

July 8, 2011

Page 4 of 9

Critical Accounting Estimates

Revenue Recognition, page 54

    5.

    In the “Revenue Recognition” portion of note 1 of the notes to the consolidated financial
statements, you state that you make judgments about whether pricing is fixed or determinable
and whether or not collectability is reasonably assured. Please discuss the judgments that
are made for these purposes and the impact of such in determining the amount of revenue
recorded.

Fixed and Determinable

     We supplementally advise the Staff that in our evaluation of whether revenue is fixed or
determinable, we determine whether the total contract consideration in the arrangement could change
based on one or more factors. These factors vary among each of our segments. Generally, the
judgments made for these purposes do not materially impact the revenue recognized in any period.

     In our Fleet Management Solutions (FMS) segment, the factors evaluated in determining whether
revenue is fixed or determinable primarily relate to (i) changes in the consumer price index (CPI)
and (ii) vehicle usage. Our lease agreements allow for rate changes based on changes in CPI.
Lease and rental agreements also provide for vehicle usage charges based on a time charge and/or a
fixed per-mile charge. The changes in rates attributed to changes in the CPI and vehicle usage
charges are contingent rentals. The contingent portion of the revenue in these arrangements is not
considered fixed or determinable until the effect of CPI changes is implemented or the equipment
usage occurs.

     In our Supply Chain Solutions (SCS) segment, the factors evaluated in determining whether
revenue is fixed or determinable primarily relate to the satisfaction of performance contingencies.
In certain SCS contracts, a portion of the contract consideration may be contingent upon the
satisfaction of performance criteria, attainment of pain / gain share thresholds or volume
thresholds. The contingent portion of the revenue in these arrangements is not considered fixed or
determinable until the performance criteria or thresholds have been met.

Collectibility

     We supplementally advise the Staff that our judgments on collectibility are initially
established when a business relationship with a customer is initiated and is continuously monitored
as services are provided. We have a credit rating system based on internally developed standards
and ratings provided by third parties. Our credit rating system, along with monitoring for
delinquent payments, allows us to make decisions around when collectibility may not be reasonably
assured. Factors considered during this process include historical payment trends, industry risks,
liquidity of the customer, years

Securities and Exchange Commission

July 8, 2011

Page 5 of 9

in business, and judgment, liens or bankruptcies. When collectibility is not considered
reasonably assured (typically when a customer is 120 days past due), revenue is not recognized
until cash is collected from the customer.

     In future filings, beginning with our Annual Report on Form 10-K for the period ending
December 31, 2011, we will enhance our disclosures in Note 1 to the Consolidated Financial
Statements surrounding our judgments around revenue recognition and collectibility and whether the
impact of any judgments is material.

Consolidated Statements of Earnings, page 63

    6.

    We note that you solely report “Revenue” as one aggregate amount and caption in your
Consolidated Statements of Earnings. However, in your Business (Item 1) section disclosures
on your three reportable business segments, we note that you have substantive and separate
revenue producing activities from rentals (including leasing) and from services.

    Specifically, you have commercial rental and full-service leasing of various types of
vehicles. In addition, you have contract-related maintenance and fleet support services
(separate from your leasing contracts) as well as service contracts through your various
logistic management and dedicated contract service activities. As such, it does not appear
that your business operations and activities enable you to report all revenues solely in
one caption and amount.

    In accordance with the guidance in Rule 5-03(b)(1) of Regulation S-X, registrants should
separately report on the face of the consolidated statement of earnings amounts of revenues
from services as well as revenues from rentals, if each of these revenue producing
activities exceeds 10% of total revenues. In connection with the separate reporting of
these revenue producing activities, the amount of direct costs and expenses attributable to
each of these two significant revenue producing activities should also be reported
separately on the face of the consolidated statements of earnings, in accordance with the
guidance in Rule 5-03(b)(2) of Regulation S-X. In this regard, we believe that rental
activities include both commercial rental and leasing of vehicles. In this regard, ASC
Topic 840 (Leases) further supports this treatment as payments received under operating
leases represent rental income. Therefore, as it appears that your reporting of revenues
should be disaggregated into these two material and separate revenue producing activities,
please revise your Consolidated Statements of Earnings to be consistent with the general
reporting format and presentation under Rule 5-03(b)(1)-(2) of Regulation S-X, accordingly.

     As discussed, in considering our response to this Comment 6, we wish to refer the Staff to its
comment letter dated October 21, 2002 relating to Ryder’s Annual Report on Form 10-K for the period
ended December 31, 2001 and Ryder’s response dated October 31, 2002. In Comment 2 of the Staff’s
2002 comment letter, the Staff requested that we

Securities and Exchange Commission

July 8, 2011

Page 6 of 9

provide separate disclosure of revenues and costs of sales on the face of our Consolidated
Statement of Earnings. At that time, we provided additional information to the Staff relating to
our business which has not changed substantially since 2002, and no changes were required to be
made to our financial statement presentation.

     Based on the Staff’s observations and suggestions in this Comment 6, we again reviewed and
evaluated the requirements of Regulation S-X and other existing SEC and accounting guidance
including ASC Topic 840, in each case, with a view to our current business and operations. We continue to
believe that for purposes of Rule 5-03(b)(1) of Regulation S-X, our sources of revenues are limited
to revenue from services and income from vehicle rentals. Although we agree that payments received
under traditional operating leases represent rental income (as supported by ASC Topic 840), given
that our full service lease product is primarily a service offering, we believe that our full
service lease revenue is more appropriately classified as services revenue under Regulation S-X.

     Under an integrated full service lease contract, we provide customers with vehicles,
maintenance, supplies (including fuel), ancillary services and related equipment necessary for
their operation through our network of approximately 800 maintenance facilities. Customers furnish
and supervise their own drivers, and dispatch and exercise control over the vehicles. As part of
our full service lease offering, we also provide ancillary administrative services such as
insurance, licensing, and fuel tax services. Given the various types of services that we bundle in
this arrangement, we consider full service leasing to be a service rather than a rental activity
and have aggregated this revenue with all our other service revenue in the income statement.

     We provide short-term truck rental to commercial customers to supplement their fleets during
peak periods. We do not believe that separate disclosure of commercial vehicle rental revenue is
required because it is less than 10% of consolidated revenue. We also view commercial vehicle
rental revenue as a complementary offering to our full service leasing services because
approximately 50% of commercial rentals are to existing full service lease customers.

     Given that we do not believe our revenues should be disaggregated into two activities, we
believe our current presentation of expenses on the face of the Consolidated Statement of Earnings
is consistent with Rule 5-03(b)(2) of Regulation S-X. We will, however, consistent with our response to Comment 3,
separately display maintenance and repairs expense and fuel expense on the face of the Consolidated
Statement of Earnings.

    7.

    Reference is made to note (1) on page 26 with respect to your non-GAAP operating performance
measure for “operating revenues” which excludes fuel services and subcontract transportation
revenues. You state that these revenue components are excluded from the operating performance
measure of operating revenues as they are largely a pass-through to your customers and you
realize minimal change in profitability from these items in certain instances. As these

Securities and Exchange Commission

July 8, 2011

Page 7 of 9

     items are different than your other revenue producing activities and not used in evaluating
performance of the businesses and as a measure of sales activity, we suggest that you
consider separate reporting of these revenue components on the face of your Consolidated
Statements of Earnings.

    In addition, please note that separate reporting of fuel (surcharge) revenues provides a

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June 28, 2011

BY EDGAR CORRESPONDENCE

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Lauren Nguyen

Division of Corporation Finance

    Re:

    Ryder System, Inc.

Form 10-K for Fiscal Year Ended December 31, 2010

Filed February 15, 2011

File No. 001-04364

Ladies and Gentlemen:

     We formally request an extension until July 8, 2011 to respond to the comments provided by the
Staff of the Securities and Exchange Commission in its letter dated June 3, 2011.

     Please direct any questions or comments to the undersigned at (305) 500-4015 or fax at (305)
500-3198.

    Very truly yours,

    /s/ Flora R. Perez

    Flora R. Perez

    Vice President and
Deputy General Counsel

Ryder System, Inc.

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June 8, 2011

BY EDGAR CORRESPONDENCE

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Justin Dobbie

Division of Corporation Finance

    Re:

    Ryder System, Inc.

Form 10-K for Fiscal Year Ended December 31, 2010

Filed February 15, 2011

File No. 001-04364

Ladies and Gentlemen:

     We formally request an extension until July 5, 2011 to respond to the comments provided by the
Staff of the Securities and Exchange Commission in its letter dated June 3, 2011.

     Please direct any questions or comments to the undersigned at (305) 500-4015 or fax at (305)
500-3198.

    Very truly yours,

    /s/ Flora R. Perez

    Flora R. Perez

    Vice President and

Deputy General Counsel

Ryder System, Inc.

June 3, 2011
 Art A. Garcia Executive Vice President and Chief Financial Officer Ryder System, Inc. 11690 N.W. 105
th Street
Miami, FL 33178
Re: Ryder System, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2010  Filed February 15, 2011  File No. 001-04364

Dear Mr. Garcia:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within 10 bus iness days by confirming that you will revise
your document in future filings, amending your filing(s) as appropria te, and providing any
requested information.  If you do not believe  our comments apply to your facts and
circumstances, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

UForm 10-K for Fiscal Year Ended December 31, 2010

UItem 1A. Risk Factors, page 12
 1. We note the statement on page 12 that “[i]n additi on to the factors discussed elsewhere in this
report, the following are some of the important factors that could aff ect our business.”  All
material risks should be discussed in this se ction.  Please confirm that you will revise this
language in future filings to state that you ha ve disclosed all known material risks in this
section.

Art A. Garcia
Ryder System, Inc. June 3, 2011 Page 2

Management’s Discussion and Analysis

Full Year Consolidated Results, page 25 and Full  Year Operating Results by Business Segment,
page 31
 2. Please quantify each factor cited as a cause fo r a variance so that investors may have a
context of their magnitude and relative impact .  Refer to section 501.04 of the Codification of
Financial Reporting Releases fo r guidance in regard to quan tification of cited factors.
 Full Year Consolidated Results, page 25

 3. We note that “operating expenses ” is material to your results  and represents your largest
expense category that is approximately 50% of your total costs and expenses.  It also  appears
to consist of several items.  Please identify and quantify, preferably in comparative tabular
fashion, the principal components of this line  item so that investors may readily understand
the magnitude and relative impact of each in contributing to your results.  Accompany the presentation with an appropria te level of comparative analys is.  Refer to 303(A)(3)(i) of
Regulation S-K and instruction 4 to Item 303( A).  Please provide us with your intended
revised presentation.
 Full Year Operating Results by Business Segment, page 31

4. To the extent that changes in costs and expe nses materially impact each segment’s measure
of profit, please discuss and quantify the imp act of each material component.   We also
encourage that you alternatively consider disc losure, preferably in  comparative tabular
fashion, of the principal costs and expenses a ssociated with each segment in arriving at
“segment NBT.”  This will more easily perm it investors to readily identify and understand
the cost and expense components associated with  each segment as well as the magnitude and
relative impact of each in contributing to each segment’s results.  In addition, please
accompany the presentation with an appropria te level of compar ative analysis.
 Critical Accounting Estimates

Revenue Recognition, page 54
 5. In the “Revenue Recognition” po rtion of note 1 of the notes to the consolidated financial
statements, you state that you make judgments about  whether pricing is fixed or determinable
and whether or not collectability is reasonably assured.  Please discuss the judgments that are
made for these purposes and the impact of such in determining the amount of revenue
recorded.
 Consolidated Statements of Earnings, page 63

 6. We note that you solely report “Revenue” as one aggregate amount a nd caption in your
Consolidated Statements of Earnings.  Ho wever, in your Business (Item 1) section
disclosures on your three reporta ble business segments, we note that you have substantive
and separate revenue producing ac tivities from rentals (including leasing) and from services.

Art A. Garcia
Ryder System, Inc. June 3, 2011 Page 3

Specifically, you have commercial rental and full-serv ice leasing of various types of vehicles.
In addition, you have contract-rel ated maintenance and fleet s upport services (separate from
your leasing contracts) as well as service cont racts through your various logistic management
and dedicated contract carriages service activi ties.  As such, it does not appear that your
business operations and activities enable you to report all revenues solely in one caption and
amount.

In accordance with the guidance in Rule 5-03( b)(1) of Regulation S-X, registrants should
separately report on the face of the consolidated statemen ts of earnings amounts of revenues
from services as well as revenues from rentals,  if each of these reve nue producing activities
exceeds 10% of total revenues.  In connection w ith the separate reporting of these revenue
producing activities, the amount of direct costs and expenses attributable to each of these two
significant revenue producing activ ities should also be reported se parately on the face of the
consolidated statements of earnings, in accordan ce with the guidance in Rule 5-03(b)(2) of
Regulation S-X.  In this regar d, we believe that rental activities include both commercial
rental and leasing of vehicles.  In this re gard, ASC Topic 840 (Leases) further supports this
treatment as payments received under operating leases re present rental income.  Therefore, as
it appears that your reporting of  revenues should be disaggregated  into these two material and
separate revenue producing activities, please revise your Consolidated Statements of
Earnings to be consistent w ith the general repor ting format and presentation under Rules 5-
03(b)(1)-(2) of Regulation S-X, accordingly.

7. Reference is made to note (1) on page 26 with respect to your non-GAAP operating
performance measure for “operating revenues” wh ich excludes fuel services and subcontract
transportation revenues.  You state that these revenue components are excluded from the
operating performance measure of  operating revenues as they are largely a pass-through to
your customers and you realize minimal changes in  profitability from these items in certain
instances.  As these items are different than  your other revenue produc ing activities and not
used in evaluating performance of the busines ses and as a measure of sales activity, we
suggest that you consider separa te reporting of these revenue components on the face of your
Consolidated Statements of Earnings.   In addition, please note that separate repor ting of fuel (surcharge) revenues provides a
consistent and similar statement of operati ons presentation used by other transportation
industry registrants.  Furthermore, as you report subcontract transportation expense
separately on your Consolidated Statement of  Earnings, the reporting of its associated
revenues separately on the face of the statemen t will provide a consistent presentation for
both the related revenues and expenses.  Also, the separate reporting of these two revenue
components on the face of the statement will segregate these items directly from your
operating revenues and may eliminate the need to report a non-GAAP operating performance
measure (as these items will already be excl uded from your other operating revenues).
Please re-evaluate and advise accordingly.

Art A. Garcia
Ryder System, Inc. June 3, 2011 Page 4

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies
Accounts Receivable Allowance, page 69
 8. For purposes of here as well as the portion of “revenue recognition” within note 1 in regard
to direct financing leases of  the “Fleet Management Solutions” segment, please disclose
when you consider receivable s to be uncollectible.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Doug Jones at 202-551-3309 or Joe Foti at 202-551-3816 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Lauren Nguyen at 202-551-3642 or Justin Dobbi e at 202-551-3469 concerning other matters.
You may also contact me at  202-551-3380 with any questions.

Sincerely,
      Lyn Shenk
Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

August 12, 2008

Via Facsimile

Art A. Garcia
Senior Vice President and Controller
Ryder System, Inc.
11690 NW 105th Street
Miami, FL  33178

 RE:  Ryder System, Inc.
   Form 10-K for the Year Ended December 31, 2007
   Form 10-Q for the Period Ended March 31, 2008
   File Number: 001-04364

Dear Mr. Garcia:

 We have completed our review of your Form 10-K and related filings, and at this time do
not have further comments.

       S i n c e r e l y ,

       L y n  S h e n k
       B r a n c h  C h i e f

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Ryder System, Inc.

July 24, 2008

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3561

    Attention:

    Joseph Foti, Senior Assistant Chief Accountant

Division of Corporation Finance

    Re:

    Ryder System, Inc.

Form 10-K for the Year Ended December 31, 2007

Form 10-Q for the Period Ended March 31, 2008

File Number: 001-04364

Ladies and Gentlemen:

On behalf of Ryder System, Inc. (“Ryder”) we hereby respond to the comments provided by the Staff
of the Securities and Exchange Commission (the “Commission”) in its letter dated June 26, 2008.
For ease of reference, we have included the Staff’s comments in their entirety in italicized text
preceding each of our responses.

Form 10-K for the Year Ended December 31, 2007

Notes to Consolidated Financial Statements, page 64

Note 1. Summary of Significant Accounting Policies, page 64

Revenue Recognition, page 64

    1.

    From your disclosures, it appears that your full service leasing is an all inclusive
arrangement that encompasses multiple elements, such as vehicle leasing, maintenance, supplies
and support services. However, based on your reporting and disclosures, it does not appear
that revenue of such arrangements is allocated to the respective individual elements within
each arrangement and recognized for each element. In this regard, please explain to us, with
a view to disclosing, the basis for your accounting treatment with respect to such
arrangements. Also, tell us and disclose how amounts billable for such arrangements correlate
to the respective services provided therein and the timing of when amounts due under these
arrangements are billed.

    Under a full service lease, we may provide the following deliverables:

    (1)

    Lease Deliverables (including executory costs):

    a)

    Vehicle Lease — we lease a new or used vehicle over a stated
term.

Securities and Exchange Commission

July 24, 2008

Page 2 of 9

    b)

    Maintenance and repair services (including parts and supplies) — we
provide maintenance and repair services necessary to keep the vehicle in
service. Each vehicle must be returned to our maintenance facility for at
least 8 hours per month for preventive maintenance. In light of the
importance of maintenance to the ultimate residual value of a leased
vehicle, maintenance is a required deliverable in a full service lease
transaction. We do not lease a vehicle without Ryder-provided
maintenance.

    c)

    Insurance coverage — we may extend Ryder’s bodily injury and
property damage insurance coverage to the vehicle on behalf of the customer
during the term of the lease.

    d)

    Licensing, taxes and tax reporting — we apply and pay for
relevant licenses and taxes on a monthly, quarterly or annual basis as
required by applicable law. We gather information relating to fuel and mileage
on a daily basis and prepare and file fuel tax and mileage tax returns on a
quarterly basis.

    e)

    Periodic vehicle washing.

    (2)

    Non-Lease Deliverables:

    a)

    Substitute vehicles — we provide access to a substitute
vehicle whenever the leased vehicle has a mechanical failure which renders the
vehicle inoperable. We are not obligated to provide a substitute vehicle if
the inoperable vehicle is out of service 1) for ordinary maintenance and
service time, 2) due to driver abuse, 3) for repair of physical damage
resulting from any cause, 4) due to violation of the lease terms, 5) for
repair or maintenance of special equipment that we are not responsible for
maintaining, or 6) because it was lost or stolen.

    b)

    Emergency road service — we provide access to emergency road
service for mechanical or tire failure (unless it results from an accident,
driver abuse or violation of the lease terms).

    c)

    Safety services — we provide access to our safety programs,
including driver training, safety brochures, etc.

     The Financial Accounting Standards Board’s (FASB) Emerging Issues Task Force (EITF) Issue No.
01-8, “Determining Whether an Arrangement Contains a Lease” (EITF 01-8), provides guidance on the
accounting for multiple element arrangements that contain a lease. Paragraph 15 of EITF 01-8
requires that the classification, recognition, measurement and disclosure requirements of Statement
of Financial Accounting Standards No. 13, “Accounting for Leases” (FAS 13) be applied to the
“lease” element of the arrangement. The “lease” element (or lease deliverables) of the arrangement
represents payments and other consideration for the lease, including related executory costs and
profits thereon. Paragraph 15 of EITF 01-8 also requires that the arrangement be separated at
inception into (a) those that are for the lease deliverables, and (b) those that are for other
services (non-lease deliverables) on a relative fair value basis, consistent
with the guidance in paragraph 4(a) of EITF Issue No. 00-21, “Revenue Arrangements with
Multiple Deliverables” (EITF 00-21).

Securities and Exchange Commission

July 24, 2008

Page 3 of 9

     Consistent with EITF 01-8, we account for the lease deliverables in a full service lease in
accordance with FAS 13. As noted above, the lease deliverables in a typical full service lease
include executory costs for maintenance, insurance and taxes. Paragraph 19(b) of FAS 13 requires
that rent be reported as income over the lease term as it becomes receivable according to the
provisions of the lease. Rent includes all contractual lease payments required to be made under the
terms of the arrangement. If the rental payments vary from a straight-line basis, income should
still be recognized on a straight-line basis unless another systematic and rational basis is more
representative of the time pattern in which use benefit from the leased property is diminished, in
which case that basis shall be used. Rental payments under our full service lease are made on a
monthly basis over the lease term. As a result, we recognize revenue on the lease deliverables
from a full service lease on a straight-line basis over the term of the lease.

     The non-lease deliverables in a typical full service lease represent less than 3% of the
arrangement on a relative fair value basis. The non-lease deliverables of the arrangement are
accounted for under EITF 00-21, which requires each unit of accounting to be separated based on
relative fair values. We recognize revenue on the non-lease deliverables on a straight-line basis
pursuant to the following guidance:

    a)

    Substitute vehicle — Access to a substitute vehicle while the leased vehicle is
undergoing repair for mechanical failure is similar to a warranty of the maintenance
services contemplated in the lease. Access to a substitute vehicle is available to our
customers every day throughout the term of the lease. As a result, straight-line is a
reasonable basis for recognition because this service is available throughout the lease
term. In addition, straight-line revenue recognition is consistent with the guiding
principles of paragraph 3 of FASB Technical Bulletin No. 90-1, “Accounting for Separately
Priced Extended Warranty and Product Maintenance Contracts” (FTB 90-1), which require that
revenue be recognized in income on a straight-line basis over the contract period except
in those circumstances in which sufficient historical evidence indicates that the costs of
performing services under the contract are incurred on other than a straight-line basis.

    b)

    Emergency road service — Access to emergency road service is also available on a
daily basis throughout the term of the lease. As a result, we also account for emergency
road service on a straight-line basis and believe it is a reasonable basis for
recognition. In addition, straight-line revenue recognition is consistent with the guiding
principles of FTB 90-1.

Securities and Exchange Commission

July 24, 2008

Page 4 of 9

    c)

    Safety services — Customers have access to our safety programs year-round upon
request. We continually emphasize the importance of safety and incur costs (primarily a
dedicated safety organization) to maintain a high standard of safety. The safety programs
provided to our customers are an extension of our internal safety program for our drivers
and technicians. The additional cost of providing the service to our customers is
minimal. Based on the nature of costs incurred in this area, we believe it is reasonable
to recognize the revenue related to access to our safety programs on a straight-line
basis.

     In response to the last sentence of the comment, our full service lease arrangements provide
for a monthly fixed charge billing and a variable charge billing based on mileage or time usage.
Fixed charges, which do not relate to any specific deliverable, are typically billed at the
beginning of the month for the services to be provided that month. Variable charges, which do not
relate to any specific maintenance deliverable, are typically billed a month in arrears. Although
our monthly billings do not match any specific service provided during the month, the aggregate
amounts billed correlate to the performance pattern of the services provided. Amounts billed are
typically due within 10 days of the invoice date.

     Our future annual filings will expand the revenue recognition disclosures to include the
following:

     Our full service lease arrangements include lease deliverables such as the lease of a
vehicle and the executory agreement for the maintenance, insurance and taxes of the leased
equipment during the lease term and non-lease deliverables. Arrangement consideration is
allocated between lease deliverables and non-lease deliverables based on management’s best
estimate of the relative fair value of each deliverable. The arrangement consideration
allocated to lease deliverables is accounted for pursuant to Statement of Financial
Accounting Standards (SFAS) No. 13, “Accounting for Leases.” Our full service lease
arrangements provide for a fixed charge billing and a variable charge billing based on
mileage or time usage. Fixed charges are typically billed at the beginning of the month
for the services to be provided that month. Variable charges are typically billed a month
in arrears.

     Revenue from lease and rental agreements is driven by the classification of the
arrangement as either an operating or direct finance lease under SFAS No. 13. The majority
of our leases and all of our rental agreements are classified as operating leases and
therefore, we recognize lease and rental revenue on a straight-line basis as it becomes
receivable over the term of the lease or rental arrangement.

     The non-lease deliverables of our full service lease arrangements are comprised of
access to substitute vehicles, emergency road service, and safety
services. These services are available to our customers throughout the lease term.
Accordingly, revenue is recognized on a straight-line basis over the lease term.

Securities and Exchange Commission

July 24, 2008

Page 5 of 9

    2.

    We note that you recognize revenue from maintenance service contracts on a straight line
basis over the terms of the related agreements. In this regard, describe for us, with a view
to disclosing, the typical activities performed under such contracts. Characterize for us and
in your disclosure whether each identified activity is considered to be a routine service
performed on a recurring basis or is nonroutine performed on an as needed or upon request
basis. Also, tell us if you make any distinction between maintenance and repair/overhaul
services performed under such contracts and the attribution of arrangement consideration to
each.

     Contract maintenance service revenue accounts for approximately 2% of our consolidated
revenue. Our maintenance service contract is cancelable (by either party), without penalty, after
one year with 60 days prior written notice. We may also cancel the contract earlier for specified
customer non-performance items. Under the terms of a typical vehicle maintenance service contract,
we perform the following activities:

    (1)

    Maintenance (including parts and supplies) required to keep the vehicle in
good operating condition. Each vehicle must be returned to our maintenance facility
for service and maintenance at a minimum of 8 hours each month;

    (2)

    Repairs (including parts and supplies) required to keep the vehicle in good
operating condition. We are not responsible for repair, replacement or repainting due
primarily to physical deterioration, age, use or damage or replacement of any
non-mechanical components;

    (3)

    Scheduled (at least quarterly) mechanical preventive maintenance inspections;

    (4)

    Access to emergency road service due to mechanical or tire failure (unless it
results from an accident, driver abuse or violation of lease terms); and

    (5)

    Access to a substitute vehicle for a vehicle temporarily inoperable due to
specified mechanical failure. We are not obligated to provide a substitute vehicle if
the inoperable vehicle is (a) out of service for ordinary maintenance and service time
and because of damage resulting from collision, (b) specialized, (c) of a type not
maintained in our rental fleet, or (d) out of service for repair or maintenance of
special equipment or accessories for which we are not responsible.

     The vast majority of our maintenance and repair services and all scheduled mechanical
preventive maintenance inspections are a routine service performed on a recurring basis in order to
keep a vehicle in normal operating condition. These services typically involve relatively minor
and predictable expenditures per activity. From time to time, we provide non-routine major repair
services in order to place a vehicle back in service. The costs associated with these major
non-routine services are not significant to

Securities and Exchange Commission

July 24, 2008

Page 6 of 9

the overall maintenance contract (approximately 10%). These non-routine services are not
scheduled in our service contract and are not predictable on a reliable basis (i.e. we do not have
any planned major maintenance events). In light of the infrequent and minimal nature of
non-routine services, we do not make any distinction between routine (i.e. maintenance) and
non-routine (i.e. repair / overhaul) services and do not attribute arrangement consideration to
each. Other non-routine services such as emergency road service and the provision of substitute
vehicles are access services available throughout the contract term and provided on an as needed
basis.

     Our future annual filings will disclose the typical activities performed under maintenance
service contracts as well as the routine and non-routine nature of each identified activity.
Please refer to the disclosure in response to Comment No. 3.

    3.

    Please explain to us and disclose your basis for recognizing revenue from maintenance service
contracts on a straight-line basis over the terms of the related agreements. In connection
with this and in consideration of the types of activities and their characteristics described
in the preceding comment, explain to us your consideration of recognizing arrangement
consideration as revenue on a proportional performance basis relative to the fair values of
the associated outputs in your circumstances. Also, tell us and disclose how amounts billable
for such arrangements correlate to the respective services provided therein and the timing of
when amounts due under these arrangements are billed.

     Contract maintenance service revenue accounts for approximately 2% of our consolidated
revenue. The vast majority of our maintenance and repair services and all scheduled mechanical
preventive maintenance inspections are a routine service performed on a recurring basis in order to
keep a vehicle in normal

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

        June 26, 2008

Via Mail and Fax

Art A. Garcia
Senior Vice President and Controller
Ryder System, Inc.
11690 NW 105th Street
Miami, FL  33178

 RE:  Ryder System, Inc.
   Form 10-K for the Year Ended December 31, 2007
   Form 10-Q for the Period Ended March 31, 2008
   File Number: 001-04364

Dear Mr. Garcia:

 We have reviewed the above referenced filings and have the following comments.
We believe you should revise future filings in  response to our comments where indicated.
If you disagree, we will consider your explanation as to why a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.  We also ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.

 The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.
We look forward to working with you in thes e respects and welcome any questions.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

 Please file your response to our comment s via EDGAR, under the label “corresp,”
within 10 business days from the date of this letter.

Ryder System, Inc.
June 26, 2008
Page 2 of 4
Form 10-K for the Year Ended December 31, 2007

Notes to Consolidated Financial Statements, page 64
Note 1. Summary of Significant Accounting Policies, page 64
Revenue Recognition, page 64

1. From your disclosures, it a ppears that your full service le asing is an all inclusive
arrangement that encompasses multiple elements, such as vehicle leasing,
maintenance, supplies and support services .  However, based on your reporting and
disclosures, it does not appear that revenue of such arrang ements is allocated to the
respective individual elements within each arrangement and recognized for each
element.  In this regard, please explain to us, with a view to disclosing, the basis for
your accounting treatment with respect to su ch arrangements.  Also, tell us and
disclose how amounts billable for such arrangements correlate to the respective
services provided therein and the timing of when amounts due under these arrangements are billed.

2. We note that you recognize revenue from main tenance service contracts on a straight
line basis over the terms of the related agreements.  In this regard, describe for us, with a view to disclosing, the typical ac tivities performed under  such contracts.
Characterize for us and in your disclosu re whether each identified activity is
considered to be a routine service perform ed on a recurring basis or is nonroutine
performed on an as needed or upon request basis.  Also, tell us if you make any
distinction between maintenance and repair /overhaul services pe rformed under such
contracts and the attri bution of arrangement consideration to each.

3. Please explain to us and disclose you r basis for recognizing revenue from
maintenance service contracts on a straight -line basis over the te rms of the related
agreements.  In connection with this and in consideration of the t ypes of activities and
their characteristics described in the preceding comm ent, explain to us your
consideration of recognizing arrangement consideration as revenue on a proportional
performance basis relative to the fair valu es of the associated outputs in your
circumstances.  Also, tell us and disclose  how amounts billable for such arrangements
correlate to the respective services provi ded therein and the timing of when amounts
due under these arrangements are billed.

4. Please explain to us and disclose your acc ounting policy in regard to the methods
used to recognize the respective costs associ ated with the various  activities performed
for full service leasing, contract mainte nance and contract related maintenance
services.

Ryder System, Inc.
June 26, 2008
Page 3 of 4
Form 10-Q for the Period Ended March 31, 2008

Management’s Discussion and Analysis …, page 17
Consolidated Results, page 17

5. We note the change effective January 1, 2008 in the contractual relationship with a
significant customer that materially reduced the amount of subcontracted
transportation expense reported in the cu rrent period.  In this regard, please:
(a) tell us the principal terms of the arrangeme nt that were revised, in terms of before
and after the revisions;
(b) tell us the basis for revising the arrangement;
(c) explain to us how the effect of such revi sions changed your role from principal in
the arrangement to that as an agent;
(d) explain to us how your accounting of the related costs and revenues on a net basis
complies with the requirements of EITF  99-19, with analysis of all of the
indicators that support your accounting; and
(e) tell us the principal favorable  qualitative effects, if any, related to such change in
your accounting, in particular, whether a ny operating, covenant related or other
key metrics were favorably impacted as a result of your change in accounting and
how favorably affected.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclosures in the filings;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Ryder System, Inc.
June 26, 2008
Page 4 of 4
You may contact Doug Jones at 202-551-3309 or Lyn Shenk at 202-551-3380
with any questions.  You may also contact me at 202-551-3816.

 Sincerely,

 Joseph Foti
Senior Assistant Chief Accountant

January 28, 2008
   Mail Stop 3561
By U.S. Mail and facsimile to (305) 500-4490

Mr. Gregory Swienton Chief Executive Officer Ryder System, Inc. 11690 N.W. 105
th Street
Miami, FL 33178
Re:  Ryder System, Inc.  Definitive 14A   Filed March 23, 2007
File No. 001-04364
 Dear Mr. Swienton:
We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response lette r or any disclosure you include in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3314.           S i n c e r e l y ,            D a n i e l  M o r r i s
Attorney-Advisor

CORRESP
1
filename1.htm

Response Letter

January 4, 2008

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 December 10, 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.

    1.

    Comment: We note your response to prior comment 6. While you have stated your intent
to disclose your peer group for 2007, please confirm without qualification (e.g., “if
material, we will provide. . .”) that you will also identify any other companies outside of
the peer group that you rely upon for benchmarking purposes. If used for benchmarking
purposes, the companies requiring identification would include those companies in the
“other comparative groups” mentioned in the final sentence on page 5 of your response and
those companies comprising the broad-based published surveys mentioned on page 6 of your
response letter.

    •

    Response: The Company respectfully acknowledges the Staff’s comment and, in
future filings, in response to the Staff’s comment, we will identify any other
companies outside of the peer group that the Company relies on for benchmarking
named executive officer (“NEO”) compensation, including disclosure of the “other
comparative groups”, if any, which are used for benchmarking purposes. In future
filings, the Company will also disclose the list of companies that comprise any
broad-based survey or surveys used to benchmark NEO compensation. In the event the
list is extensive, as in the case of the Mercer Benchmark Database-Executive
Positions (which was used in 2007 and is currently comprised of 2,473 companies),
the Company will provide such list as an appendix to its future Proxy Statements.

    2.

    Comment: While we note your response to prior comment 7, the causal connection between
the disclosure of your performance targets and any competitive harm is not clear. If you
believe that your performance targets may be omitted due to the risk of competitive harm,
please provide additional detailed analysis in support of this conclusion. We request that
you address, with greater specificity, how the disclosure of performance targets might be
expected to affect the particular business decisions of your competitors and, in so doing,
place you at a competitive disadvantage. Refer to Instruction 4 of Item 402(b) of
Regulation S-K. Please refer to prior comment 7 for additional guidance, as appropriate.

    •

    Response: The Company respectfully acknowledges the Staff’s comment. While the
Company believes that disclosure of our performance targets for each of the
performance metrics in the Company’s executive incentive plans could result in
competitive harm to the Company, in response to the Staff’s comment, in its 2008
Proxy Statement the Company will disclose annual and long-term cash awards granted
during the applicable historical period, including the weight given to the
prior-year performance metrics in the Company’s incentive plans and the relevant
prior-year performance targets for each of the prior-year performance metrics. The
Company will continue to review this disclosure and any potential competitive harm
resulting on an annual basis.

    3.

    Comment: While we note your response to prior comment 10, we re-issue the comment in
part. Specifically, please confirm that you will comply in future filings with the second
sentence of prior comment 10.

    •

    Response: The Company respectfully acknowledges the Staff’s comment and, in
future filings, in response to the Staff’s comment, the Company will disclose in
its Compensation Discussion and Analysis how the severance and change of control
arrangements for its NEOs fit into the Company’s overall compensation objectives
and affect the decisions the Company made regarding other compensation elements.

* * * * *

We appreciate the Staff’s efforts to assist us in complying with applicable disclosure requirements
and enhancing our overall executive compensation disclosure. If we can assist with your review of
this letter, or if you have any questions regarding our response, please contact me at
(305) 500-7797 or John Montanti, Senior Counsel, at (305) 500-4848.

Sincerely,

/s/ Robert D. Fatovic

Robert D. Fatovic

Executive Vice President and Chief Legal Officer

cc:     Greg Swienton

2

CORRESP
1
filename1.htm

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

2

    •

    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.

3

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.

4

    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.

5

    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