UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

OR

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                to                               .

Commission file number: 1-4364

RYDER SYSTEM, INC. 401(k) SAVINGS PLAN

Ryder System, Inc.
11690 NW 105 Street
Miami, Florida 33178

 

 

REQUIRED INFORMATION

FINANCIAL STATEMENTS & SCHEDULES				PAGE NO.
n		Report of Independent Registered Certified Public Accounting Firm — PricewaterhouseCoopers LLP			2
n		Statements of Net Assets Available for Plan Benefits December 31, 2008 and 2007			3
n		Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 2008 and 2007			4
n		Notes to Financial Statements			5
n		Schedule I: Form 5500, Schedule H, Line 4i: Schedule of Assets (Held at End of Year) December 31, 2008			14
n		Signature			27
EXHIBIT
n		Exhibit Index			28
n		Consent of Independent Registered Certified Public Accounting Firm — PricewaterhouseCoopers LLP			29
EX-23.1

REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

The Participants and Administrator
Ryder System, Inc. 401(k) Savings Plan:

In our opinion, the accompanying statements of net assets available for plan benefits and the related statements of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of the Ryder System, Inc. 401(k) Savings Plan (the “Plan”) at December 31, 2008 and 2007, and the changes in net assets available for plan benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

Miami, Florida
May 26, 2009

RYDER SYSTEM, INC. 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

		December 31
		2008				2007
Assets
Investments (at fair value)
Short-term money market instruments		$	17,803,660			$	6,592,811
Investment contracts			171,597,605				158,294,730
Wrap contracts			191,423				—
Mutual funds			256,159,589				528,376,290
Common collective trusts			61,415,407				—
Ryder System, Inc. common stock fund			60,750,136				76,596,530
Participant loans receivable			28,908,056				27,890,555
Total investments			596,825,876				797,750,916
Receivables:
Employer contributions			3,388,027				1,545,851
Participant contributions			442,550				1,373,127
Operating receivable			129,207				—
Total receivables			3,959,784				2,918,978
Total assets			600,785,660				800,669,894
Liabilities
Operating payable			75,366				201,899
Total liabilities			75,366				201,899
Net assets available for plan benefits (at fair value)		$	600,710,294			$	800,467,995
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			883,496				(1,506,373	)
Net assets available for plan benefits (at contract value)		$	601,593,790			$	798,961,622

The accompanying notes are an integral part of these financial statements.

RYDER SYSTEM, INC. 401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS

		Years ended December 31
		2008				2007
Additions to net assets attributed to:
Investment (loss)/income:
Net (depreciation)/appreciation in value of investments		$	(209,183,300	)		$	27,005,712
Dividends			8,509,586				27,163,902
Interest			9,860,009				9,429,578
Net investment (loss)/income			(190,813,705	)			63,599,192
Contributions:
Employer			26,451,777				7,481,163
Participants			42,129,664				42,140,154
Total contributions			68,581,441				49,621,317
Transfer to Plan			1,455,577				—
Deductions from net assets attributed to:
Benefits paid to plan participants			75,903,935				83,616,174
Administrative expenses			687,210				583,476
Total deductions			76,591,145				84,199,650
Net (decrease)/increase			(197,367,832	)			29,020,859
Net assets available for plan benefits:
Beginning of year			798,961,622				769,940,763
End of year		$	601,593,790			$	798,961,622

The accompanying notes are an integral part of these financial statements.

RYDER SYSTEM, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

1. Description of Plan

The following description of the Ryder System, Inc. 401(k) Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more comprehensive description of the Plan’s provisions.

General
The Plan, established January 1, 1993, is a defined contribution plan and, as such, is subject to some, but not all, of the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). It is excluded from coverage under Title IV of ERISA, which generally provides for guaranty and insurance of retirement benefits; and it is not subject to the funding requirements of Title I of ERISA. The Plan is, however, subject to those provisions of Title I and II of ERISA which, among other things, require that each participant be furnished with an annual financial report and a comprehensive description of the participant’s rights under the Plan, set minimum standards of responsibility applicable to fiduciaries of the Plan, and establish minimum standards for participation and vesting.

The Plan Administrator is Ryder System, Inc.’s Vice President of Compensation and Benefits. The Plan’s trustee and recordkeeper are Fidelity Management Trust Co. and Fidelity Investments Institutional Operations Company, respectively.

Eligibility
Participation in the Plan is voluntary. In general, any salaried or non-salaried employee of Ryder System, Inc. (the Company) and participating affiliates, as well as field hourly employees of Ryder Integrated Logistics, Inc., are immediately eligible to participate in the Plan. However, an employee who is in a unit of employees represented by a collective bargaining agent is excluded from participation in the Plan unless the unit has negotiated coverage under the Plan. In addition, employees eligible to participate under another Company sponsored qualified savings plan, will be excluded from participation in the Plan.

Contributions

Participant Contributions.

Participants may elect to contribute pre-tax dollars to the Plan by having their compensation reduced by a maximum of the lesser of a) 50% of compensation, depending on an individual’s annual salary level, b) IRS limit of $15,500 for both 2008 and 2007 or c) such other amount as shall be determined by the Company’s Retirement Committee from time to time. Additionally, participants may elect to make after-tax contributions to the Plan. Beginning in 2009, compensation shall exclude any amounts contributed into the Company’s Deferred Compensation Plan.

Participants who reach age 50 during the calendar year may be eligible to make catch-up contributions up to $5,000 in addition to the IRS limit of $15,500 for the both the years ended December 31, 2008 and December 31, 2007. Participants can also elect a direct rollover of an existing balance from a tax-qualified retirement or savings plan into the Plan. Participants may elect to contribute to any of twenty-three investment options and may transfer among investment options on a daily basis.

RYDER SYSTEM, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

Effective September 30, 2008, the Plan replaced five of its investment options, the Fidelity Freedom Funds, with eleven lifecycle investment options, the Pyramis Index Lifecycle Funds. Balances in the Fidelity Freedom Funds were transitioned to the age appropriate Pyramis Index Lifecycle Fund. The Plan also added the Spartan International Index Fund as an investment option in 2008.

Employer Contributions.

If a participant meets certain requirements related to employment date, age, and service hours, the Company may contribute to the participant’s account. Company contributions are invested in the investment options in the same allocation percentages as each participant’s deferred contributions.

The Company may make a discretionary contribution for salaried and non-salaried employees, other than field hourly employees of Ryder Integrated Logistics, Inc., a wholly-owned subsidiary of the Company. This discretionary contribution is based on the Company’s attainment of specified performance goals. Company contributions will be for the benefit of those participants who meet eligibility requirements as defined by the Company’s Retirement Committee. For field hourly employees of Ryder Integrated Logistics who meet certain requirements related to employment date, age, and service hours, the Company will make a basic contribution of $400 prorated on an annual basis, whether or not the employee contributes to the Plan. If the employee contributes to the Plan, in addition to the basic contribution, the Company will match the first $300 at 100% and match the next $800 at 50%.

Effective January 1, 2007, the Company amended the Plan. As a result of the amendment, new hires and rehires who would have been eligible to participate in the Company’s retirement (pension) plan will be eligible for an enhanced benefit under the Plan. Beginning January 1, 2008, employees that did not meet grandfathering criteria for continued participation in the Company’s retirement (pension) plan are also eligible for the enhanced benefit. The enhanced benefit under the Plan provides for: (a) Company contributions equal to 3% of eligible pay, even if employees do not make contributions to the Plan and (b) a 50% Company match of participant contributions of up to 5% of eligible pay, subject to IRS limits upon meeting eligibility requirements. Beginning in 2009, eligible pay shall exclude any amounts contributed into the Company’s Deferred Compensation Plan.

Participant Accounts
Each participant’s account is credited with the participant’s contribution and with allocations of (a) the Company’s contribution and, (b) Plan earnings, and charged with an allocation of administrative expenses. Expenses are generally allocated evenly across all eligible accounts. Earnings are currently allocated on a daily basis. The benefit for a participant is the benefit that can be provided from the participant’s vested account. Forfeited balances of terminated participants’ nonvested accounts are used to reduce future Company contributions. In 2008 and 2007, employer contributions were reduced by $939,789 and $368,150 respectively, from forfeited nonvested accounts. At December 31, 2008 and 2007, forfeited nonvested accounts available to reduce future employer contributions totaled $7,957 and $7,583, respectively.

Vesting
Participants are immediately vested in their contributions plus earnings thereon. Upon completion of two years of service, participants vest 25% in the Company contributions and the earnings attributable to such contributions and 25% upon completion of each year thereafter until they are fully vested. Participants will also become fully vested in Company contributions and the earnings attributable to such contributions when they reach age 65, become permanently disabled or upon death while employed by Ryder. Ryder Integrated Logistics field hourly employees’ basic company contributions and the match on the first $300 of participant contributions are immediately fully vested.

RYDER SYSTEM, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loan terms range from 1-5 years or up to 15 years for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and accrue interest at a rate, which is comparable to those of most major lending institutions. Interest rates vary depending on the current prime interest rate. Principal and interest is paid ratably through payroll deductions. All principal and interest payments are allocated to the Plan’s investment funds based on the participant’s investment elections at the time of payment. Loans which are granted and repaid in compliance with the Plan provisions will not be considered distributions to the participant for tax purposes.

Benefits Paid
On termination of service, if a participant’s account balance is greater than $1,000, a participant’s account is distributed to the participant in the form of a single lump-sum payment upon receipt of participant’s consent. Terminated participants whose account balance is less than $1,000 receive automatic distributions. As of December 31, 2008 and 2007, amounts allocated to accounts of terminated persons who have not yet been paid their automatic distributions totaled $0 and $59,799, respectively. Participants may request a withdrawal of all or a portion of their elective contribution account balance if they can demonstrate financial hardship. The Plan Administrator approves the request, and the amount withdrawn cannot be subsequently repaid to the Plan. Such amounts will be considered distributions to the participant for income tax purposes.

2. Summary of Significant Accounting Policies

Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting.

As described in the Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were able to initiate permitted transactions under the terms of the plan. As required by the FSP, the Statement of Net Assets Available for Plan Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Such estimates and assumptions are subject to inherent uncertainties, which may result in actual amounts differing from reported amounts.

RYDER SYSTEM, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

Investment Valuation and Income Recognition
Purchases and sales of securities are recorded on a trade-date basis. The Plan presents in the Statements of Changes in Net Assets Available for Plan Benefits the net (depreciation) appreciation in the fair value of its investments which consists of the related (losses) gains and the unrealized (depreciation) appreciation on those investments. Dividends on Ryder System, Inc. common stock and mutual funds are recorded on the record date. Interest income is recorded on the accrual basis.

Payment of Benefits
Benefits are recorded when paid.

3. Fair Value Measurements

Effective January 1, 2008, the Plan adopted Statement of Financial Accounting Standards Board (SFAS) No. 157, “Fair Value Measurements” for all financial assets and liabilities disclosed at fair value in the financial statements on a recurring basis. SFAS No. 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS No. 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1		Quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date. An active market for the asset or liability is a market in which the transaction for the asset or liability occurs with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2		Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted market prices in markets that are not active; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3		Unobservable inputs for the asset or liability. These inputs reflect our own assumption about the assumptions a market participant would use in pricing the asset or liability.

The asset’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

RYDER SYSTEM, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value, on a recurring basis, as of December 31, 2008:

		Fair Value Measurements
		At December 31, 2008
Description		Level 1				Level 2				Level 3				Total
Short-term money market		$	17,803,660				—				—			$	17,803,660
Investment contracts			—				170,741,347				856,258				171,597,605
Wrap contracts			—				—				191,423				191,423
Mutual funds			256,159,589				—				—				256,159,589
Common collective trusts			—				61,415,407				—				61,415,407
Ryder System, Inc common stock fund			60,750,136				—				—				60,750,136
Participant loans receivable			—				—				28,908,056				28,908,056
Total investments-fair value		$	334,713,385				232,156,754				29,955,737			$	596,825,876

 

		Level 3 Asset Gains and Losses
		Year ended December 31, 2008
										Participant
		Investment				Wrap				loans
		contracts				contracts				receivable				Total
Balance, beginning of year		$	26,935				—				27,890,555			$	27,917,490
Realized losses			(7,560	)			—				—				(7,560	)
Unrealized (losses)/gains relating to instruments still held at the reporting date			(98,234	)			191,423				—				93,189
Purchases, sales, issuances and settlements (net)			(57,318	)			—				1,017,501				960,183
Transfers into level 3			992,435				—				—				992,435
Balance, end of year		$	856,258				191,423				28,908,056			$	29,955,737

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2008 and 2007.

Short-term money market instruments: are stated at cost, which approximates fair value.

Synthetic guaranteed investment contracts (“GICs”): are stated at fair value. The fair value of GICs is calculated based on the market values of the underlying securities. A synthetic GIC is comprised of two components, an underlying asset and a “wrapper” contract. Wrapper contracts generally change the investment characteristics of underlying securities (such as corporate debt or U.S. government securities) to those of guaranteed investment contracts. The wrapper contracts provide that benefit-responsive distributions for specific underlying securities may be withdrawn at contract or face value. Benefit-responsive distributions are generally defined as a withdrawal due to a participant’s retirement, disability or death, or participant-directed transfers, in accordance with the terms of the Plan.

RYDER SYSTEM, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

Ryder System, Inc. common stock fund (RCS Fund): the RCS Fund invests primarily in Ryder System, Inc. common stock, which is traded on the New York Stock Exchange (NYSE) under the ticker symbol (R) and is valued at its quoted market price at the daily close of the NYSE. A small portion of RCS Fund is invested in short-term money market instruments. The money market portion of RCS Fund provides liquidity, which enables the Plan participants to transfer money daily among all investment choices.

Mutual funds: valued at quoted market prices, which represent the net asset value of the securities held in such funds.

Common collective trusts: valued at the asset value per unit as determined by the collective trust as of the valuation date, which approximates fair value.

Participant loans receivable: stated at the outstanding principal balance plus accrued interest, which approximates fair value.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

4. Investments

The Plan held the following individual investments whose aggregate fair value equaled or exceeded 5% of the Plan’s net assets at December 31, 2008 and 2007:

		2008				2007
Ryder System, Inc. common stock fund		$	60,750,136			$	76,596,530
Fidelity Equity Income Fund			36,377,199				70,607,618
Fidelity Contrafund			57,895,735				101,615,563
Fidelity Diversified International Fund			40,309,250				86,939,304
Fidelity Growth Company Fund			67,561,336				122,877,545

During the years ended December 31, 2008 and 2007, the Plan’s investments (including (losses) gains on investments bought and sold, as well as held during the year) (depreciated) appreciated in value as follows:

		2008				2007
Mutual funds		$	(188,700,247	)		$	31,993,477
Common collective trusts			(10,123,658	)			—
Ryder System, Inc. common stock fund			(10,359,395	)			(4,987,765	)
		$	(209,183,300	)		$	27,005,712

RYDER SYSTEM, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

5. Investment Contracts with Insurance Companies

The Managed Interest Income Fund, one of the Plan’s investment options, may be invested in short-term money market instruments through the Fidelity Short-Term Interest Fund and in fully benefit-responsive synthetic guaranteed investment contracts with various insurance companies, banks, and financial institutions. The fund is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The guaranteed investment contract issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan.

As described in Note 2, because the guaranteed investment contracts are fully benefit-responsive, contract value is the relevant measurement attribute for that portion of the net assets available for the benefits attributable to the guaranteed investment contract. Contract value, as reported to the Plan, represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of the investment at contract value.

There are no reserves against contract value for credit risk of a contract issuer or otherwise. The crediting interest rate is based on a formula agreed upon with the issuer, but it may not be less than zero percent. Such interest rates are reviewed on a quarterly basis for resetting.

Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (1) any substantive modification to the Plan or administration of the Plan that is not consented to by the contract issuer (including complete or partial plan termination or merger with another plan), (2) establishment of a defined contribution plan that competes with the Plan for employee contributions, (3) plan sponsor events, such as divestitures, spin-offs or early retirement programs that cause a significant withdrawal from the Plan, (4) transfer of assets from the fund directly to a competing option (5) the failure of the Plan to qualify under Section 401(a) or Section 401(k) of the Internal Revenue Code. The Plan administrator does not believe that the occurrence of any of these events, which would limit the Plan’s ability to transact at contract value with participants, is probable.

Average Yields		2008				2007
Based on actual earnings			4.5	%			4.7	%
Based on interest rate credited to participants			3.8	%			4.7	%

6. Risks and Uncertainties

The Plan’s invested assets ultimately consist of stocks, bonds, fixed income securities, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Plan Benefits and the Statements of Changes in Net Assets Available for Plan Benefits.

RYDER SYSTEM, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

The Plan’s exposure to a concentration of credit risk is limited by the diversification of investments across twenty-three participant-directed fund elections. Additionally, the investments within each participant-directed fund election are further diversified into varied financial instruments, with the exception of the RCS Fund, which invests in a single security. The Plan’s exposure to credit risk on the wrapper contracts is limited to the fair value of the contracts with each company.

7. Plan Transfers

During 2008, assets of $1,455,577 were transferred into the Plan related to the acquisition of a certain group of employees. There were no transfers into or out of the Plan during 2007.

8. Related Party Transactions

The Plan holds shares of Ryder System, Inc. common stock (1,555,410 and 1,616,197 shares at December 31, 2008 and 2007, respectively) and recorded dividend income, net realized (losses) gains on sale and net unrealized (depreciation) appreciation in value of these securities. Accordingly, these shares qualify as party in interest.

The Plan also holds shares of mutual funds managed by Fidelity Management Company, which is affiliated with the Plan’s current trustee. The Plan has recorded dividend income, net realized (losses) gains on sales and net unrealized (depreciation) appreciation in value of these securities. Accordingly, these transactions qualify as party in interest. Fees incurred by the Plan to Fidelity Management Company for investment management and recordkeeping services amounted to $333,272 and $241,613 for the years ended December 31, 2008 and 2007, respectively.

9. Plan Termination

While it has not expressed any intention to do so, the Company may amend or terminate the Plan at any time. In the event of termination, Plan assets are payable to each participant in a lump sum equal to the balance in the participant’s account.

10. Tax Status of the Plan

The Plan qualifies as a profit sharing plan under Section 401(a) of the Internal Revenue Code of 1986, as amended, (the “Code”) and also qualifies as a cash or deferred arrangement under Section 401(k) of the Code and, therefore, is exempt from federal income taxes under Section 501(a) of the Code. A favorable tax determination letter dated June 4, 2002 has been obtained from the Internal Revenue Service. Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code.

Under a plan qualified pursuant to Sections 401(a) and (k) of the Code, participants generally will not be taxed on contributions or matching contributions, or earnings thereon, until such amounts are distributed to participants or their beneficiaries under the Plan. The tax-deferred contributions and matching contributions are deductible by the Company for tax purposes when those contributions are made, subject to certain limitations set forth in Section 404 of the Code.

RYDER SYSTEM, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

Participants or their beneficiaries will be taxed, at ordinary income tax rates, on the amount they receive as a distribution from the Plan at the time they receive the distribution. However, if the participant or beneficiary receives a lump sum payment of the balance under the Plan in a single taxable year, and the distribution is made by reason of death, disability or termination of employment of the participant, or after the participant has attained age 59 1/2, then certain special tax rules may be applicable.

11. Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500:

		December 31,
		2008				2007
Net assets available for benefits per the financial statements		$	601,593,790			$	798,961,622
Amounts allocated to withdrawing participants with balances less than $1,000			—				(59,799	)
Adjustment for fair value of fully benefit-responsive investment contracts			(883,496	)			1,506,373
Net assets available for benefits per the Form 5500		$	600,710,294			$	800,408,196

For purposes of the financial statements, the investment in the Ryder System, Inc. Common Stock Fund is presented as a unitized stock fund. The underlying assets are segregated on the Form 5500.

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:

		Year ended
		December 31, 2008
Distributions to participants per the financial statements		$	75,903,935
Add: Amounts allocated to withdrawing participants with balances less than $1,000 at December 31, 2008			—
Less: Amounts allocated to withdrawing participants with balances less than $1,000 at December 31, 2007			(59,799	)
Benefits paid to participants per the Form 5500		$	75,844,136

Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. Benefits paid to participants per the Form 5500 include total benefit payments, corrective distributions, and certain deemed distributions of participant loans.

SCHEDULE I

RYDER SYSTEM, INC. 401(k) SAVINGS PLAN

FORM 5500, SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2008

(c)

(b)

Description of Investment Including

(e)

Identity of Issue, Borrower, Lessor

Maturity Date, Rate of Interest, Par

(d)

Current

(a)

or Similar Party

or Maturity Value

Cost

Value

SHORT TERM MONEY MARKET INSTRUMENTS:

*

FID INST CASH PORT: MM FUND CLASS I

—

2.014%

*

*

$

17,803,660

INVESTMENT CONTRACTS:

SYNTHETIC GUARANTEED INVESTMENT CONTRACTS:

ANZ NATL INTL

7/19/2013

6.200%

*

*

194,215

AT&T WIRELESS

3/1/2011

7.875%

*

*

191,069

AXA FINL INC

8/1/2010

7.750%

*

*

251,903

ACE 03-HS1 M1

6/25/2033

1.514%

*

*

459

ABCMT 07-A2 A2

3/20/2013

5.000%

*

*

601,792

ABCMT 07-B2 B

6/20/2013

5.500%

*

*

160,538

AMERICA MOVIL

3/1/2009

4.125%

*

*

305,430

AMCAR 04-DF A4

7/6/2011

3.430%

*

*

81,829

AMCAR 05-CF A4

6/6/2012

4.630%

*

*

209,102

AMCAR 06-1 B

3/6/2011

5.200%

*

*

19,645

APART 07-1 B

3/8/2011

5.350%

*

*

48,972

APART 07-1 C

2/28/2014

5.430%

*

*

28,746

APART 07-2M A3A

4/8/2010

5.220%

*

*

118,370

AMCAR 06-BG A4

9/6/2013

5.210%

*

*

149,711

AVON PRODUCTS

3/1/2013

4.800%

*

*

145,593

BBVA BANC 144A

7/22/2015

5.398%

*

*

185,281

BHP BILLITON

3/29/2012

5.125%

*

*

319,478

BP CAP MARKETS

11/7/2013

5.250%

*

*

183,015

BTM CURACAO 144A

7/21/2015

4.760%

*

*

109,096

BALTIMORE G&E

7/1/2013

6.125%

*

*

129,159

BACM 00-2 A2

9/15/2032

7.197%

*

*

98,646

BACM 04-6 XP

12/10/2042

0.453%

*

*

14,142

BACM 2003-2 A2

3/11/2041

4.342%

*

*

182,471

BACM 03-2 XP

3/11/2041

0.313%

*

*

16,509

BACM 04-2 XP

11/10/2038

0.900%

*

*

11,810

BACM 05-3 XP

7/10/2043

0.436%

*

*

34,837

BACM 04-4 A3

7/10/2042

4.128%

*

*

177,243

BACM 05-4 A1

7/10/2045

4.432%

*

*

70,885

BACM 04-5 XP

11/10/2041

0.576%

*

*

19,352

BACM 05-4 XP

7/10/2045

0.170%

*

*

10,773

BACM 05-5 A1

8/10/2010

4.716%

*

*

159,925

BACM 05-5 XP

10/10/2045

0.059%

*

*

13,017

BACM 05-6 A1

9/10/2047

5.001%

*

*

97,036

BOAMS 04-J 2A1

11/25/2034

4.760%

*

*

64,157

BOAMS 05-E 2A7

6/25/2035

4.616%

*

*

98,438

BACM 06-6 XP

10/10/2045

0.432%

*

*

56,957

BACM 06-5 A1

7/10/2011

5.185%

*

*

66,914

BACM 2006-5 XP

9/10/2047

0.832%

*

*

49,230

BANKAMER

2/15/2010

7.800%

*

*

66,402

BANK AMER

5/1/2013

4.900%

*

*

118,842

SCHEDULE I

RYDER SYSTEM, INC. 401(k) SAVINGS PLAN

FORM 5500, SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2008

(c)

(b)

Description of Investment Including

(e)

Indentity of Issue, Borrower, Lessor

Maturity Date, Rate of Interest, Par

(d)

Current

(a)

or Similar Party

or Maturity Value

Cost

Value

BANK OF NEW YORK

1/14/2011

4.950%

*

*

41,485

BANK NY MELLO GLB

11/1/2012

4.950%

*

*

204,703

BANK ONE CORP

8/1/2010

7.875%

*

*

324,289

BOIT 04-B2 B2

4/15/2012

4.370%

*

*

353,774

BNK OF TOKYO MIT GL

4/15/2010

8.400%

*

*

474,935

BAYC 04-1 A

4/25/2034

0.749%

*

*

42,562

BAYC 04-2 A

8/25/2034

0.819%

*

*

45,544

BAYC 04-2 M1

8/25/2034

0.969%

*

*

12,491

BSCMS 04-ESA A3

5/14/2016

4.741%

*

*

385,947

BSCMS 04-ESA B

5/14/2016

4.888%

*

*

165,506

BSCMS 04-ESA C

5/14/2016

4.937%

*

*

100,327

BSCMS 04-ESA D

5/14/2016

4.986%

*

*

40,139

BSCMS 04-ESA E

5/14/2016

5.064%

*

*

115,436

BSCMS 04-ESA F

5/14/2016

5.182%

*

*

30,128

BSCMS 04-PWR5 X2

7/11/2042

0.750%

*

*

20,905

BSCMS 04-T16 X2

2/13/2046

0.724%

*

*

13,891

BSCMS 03-PWR2 X2

5/11/2039

0.467%

*

*

22,039

BSCMS 03-T12 X2

8/13/2039

0.516%

*

*

19,690

BSCMS 04-PWR6 X2

11/11/2041

0.617%

*

*

13,824

BSCMS 05-PWR9 A1

9/11/2042

4.498%

*

*

144,725

BSCMS 05-PWR9 X2

9/11/2042

0.389%

*

*

60,049

BSCMS 05-T20 A1

10/12/2042

4.940%

*

*

104,390

BSCMS 2006-T22 A1

4/12/2038

5.415%

*

*

97,220

BSCMS 06-PW13 X2

9/11/2041

0.430%

*

*

32,733

BSCMS 2006-T24 X2

10/12/2041

0.425%

*

*

32,455

BSCMS 07-PW15 A1

2/11/2044

5.016%

*

*

11,334

BSCMS 2007-PW15 X2

2/11/2044

0.368%

*

*

93,822

BSCMS 07-T26 X2

1/12/2045

0.129%

*

*

36,856

BEAR STEARNS CO

1/7/2010

4.245%

*

*

227,736

BEAR STEARNS

7/19/2010

5.850%

*

*

46,642

BELLSOUTH GLBL

9/15/2009

4.200%

*

*

228,665

BRHEA 05-4 A5

12/1/2040

4.910%

*

*

286,950

BRHEA 06-A A2R

12/1/2041

5.030%

*

*

395,152

BRITISH G

12/15/2010

8.625%

*

*

459,477

CNH 05-A A4B

6/15/2012

4.290%

*

*

65,464

CNH 05-B B

7/16/2012

4.570%

*

*

91,454

COMM 05-C6 A2

6/10/2044

4.999%

*

*

195,664

COMM 05-C6 XP

6/10/2044

0.122%

*

*

17,158

CPS 06-C A3

1/15/2011

5.140%

*

*

40,058

CPS 07-B A3

11/15/2011

5.470%

*

*

105,460

CPS 2007-C A3

5/15/2012

5.450%

*

*

88,920

CWL 04-4 A

8/25/2034

0.759%

*

*

4,340

CWHL 05-HYB3 2A6B

6/20/2035

4.396%

*

*

40,550

CARAT 07-1 B

9/17/2012

5.150%

*

*

88,040

CARAT 07-SN1 B

3/15/2011

5.520%

*

*

39,147

CARAT 07-SN1 C

3/15/2011

5.730%

*

*

24,589

CARAT 06-1 B

10/15/2010

5.260%

*

*

57,525

SCHEDULE I

RYDER SYSTEM, INC. 401(k) SAVINGS PLAN

FORM 5500, SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2008

(c)

(b)

Description of Investment Including

(e)

Indentity of Issue, Borrower, Lessor

Maturity Date, Rate of Interest, Par

(d)

Current

(a)

or Similar Party

or Maturity Value

Cost

Value

CARAT 2006-SN1A A4A

3/20/2010

5.320%

*

*

190,650

CASH

—

—

*

*

100,292

COAFT 05-C A4A

6/15/2012

4.710%

*

*

108,586

COMET 04-B6 B6

7/16/2012

4.150%

*

*

269,487

COMET 2006-A6 A6

2/18/2014

5.300%

*

*

181,004

COMET 07-B3 B3

3/15/2013

5.050%

*

*

623,826

COMET 07-B5 B5

5/15/2013

5.400%

*

*

289,566

COPAR 06-2 A4

7/15/2012

4.940%

*

*

129,362

COPAR 2007-1 B1

12/15/2013

5.760%

*

*

101,451

CARGILL INC

6/1/2012

6.375%

*

*

543,348

CD 06-CD3 XP

10/15/2048

0.423%

*

*

114,314

CDTIM 05-1A A1

5/20/2017

4.670%

*

*

26,996

CHASE MANHATTAN

6/15/2010

7.875%

*

*

279,279

CHASE 07-A2 2A1

7/25/2037

5.180%

*

*

13,474

CCCIT 06-B2 B2

3/7/2011

5.150%

*

*

346,849

CCCIT 07-B2 B2

4/2/2012

5.000%

*

*

432,850

CCCIT 07-A5 A5

6/22/2012

5.500%

*

*

409,224

CCCIT 07-B6 B6

11/8/2012

5.000%

*

*

288,018

CGCMT 04-C2 XP

10/15/2041

0.894%

*

*

15,931

CGCMT 05-EMG A2

9/20/2051

4.221%

*

*

85,881

CWCI 07-C2 A1

9/15/2011

5.064%

*

*

73,976

COMM 04-LBN2 X2

3/10/2039

0.852%

*

*

4,554

COMM 06-C8 A1

12/10/2046

5.110%

*

*

103,913

COMM 06-C8 XP

12/10/2046

0.495%

*

*

143,783

COMM 06-CN2A BFX

2/5/2019

5.537%

*

*

43,248

COMM 06-CN2A CFX

2/5/2019

5.479%

*

*

17,937

COMM 06-CN2A D

2/5/2019

5.529%

*

*

28,941

COMM 06-CN2A E

2/5/2019

5.570%

*

*

44,359

COMM 06-CN2A F

2/5/2019

5.570%

*

*

9,146

COMM 04-LB4A XP

10/15/2037

0.672%

*

*

34,865

COMM 05-LP5 XP

5/10/2043

0.352%

*

*

12,895

GCCFC 07-GG11 XP

12/10/2049

0.480%

*

*

155,955

CONSTELATION EN

9/1/2009

6.125%

*

*

146,458

CONTL AIR 991A

2/2/2019

6.545%

*

*

187,941

COUNTRYWIDE MTN

9/15/2009

4.125%

*

*

7,003

COVIDIEN INT

10/15/2010

5.150%

*

*

428,419

COVIDIEN INT GLB

10/15/2012

5.450%

*

*

98,988

CREDIT SUISSE NY

5/15/2013

5.000%

*

*

551,259

CSFB 03-C3 ASP

5/15/2038

1.699%

*

*

46,800

CSFB 03-C5 A3

12/15/2036

4.429%

*

*

155,269

CSFB 03-C4 A3

8/15/2036

4.700%

*

*

139,242

CSFB 03-C4 ASP

8/15/2036

0.437%

*

*

12,167

CSFB 03-C5 ASP

12/15/2036

0.869%

*

*

24,021

CSFB 04-C1 ASP

1/15/2037

0.927%

*

*

26,026

CSFB 04-C4 ASP

10/15/2039

1.048%

*

*

18,730

CSFB 04-C3 ASP

7/15/2036

0.491%

*

*

33,497

CSFB 05-FIX1 A2

5/25/2035

4.310%

*

*

68,481

SCHEDULE I

RYDER SYSTEM, INC. 401(k) SAVINGS PLAN

FORM 5500, SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2008

(c)

(b)

Description of Investment Including

(e)

Indentity of Issue, Borrower, Lessor

Maturity Date, Rate of Interest, Par

(d)

Current

(a)

or Similar Party

or Maturity Value

Cost

Value

CSMC 07-C3 A1

6/15/2039

5.664%

*

*

56,682

CSMC 06-C5 ASP

12/15/2039

0.664%

*

*

128,132

CSMC 06-C4 ASP

9/15/2039

0.574%

*

*

224,752

CSMC 07-C1 A1

2/15/2040

5.227%

*

*

58,443

CSMC 07-C1 ASP

2/15/2040

0.422%

*

*

143,455

CSMC 07-C2 A1

1/15/2049

5.269%

*

*

46,291

CSFB 05-C1 ASP

2/15/2038

0.342%

*

*

16,496

CSFB 05-C4 ASP

8/15/2038

0.242%

*

*

44,808

CSFB 05-C2 ASP

4/15/2037

0.551%

*

*

23,552

DBS BK LTD 144A

5/16/2017

5.125%

*

*

366,427

DLJCM 00-CF1 A1B

6/10/2033

7.620%

*

*

216,401

DAIMLERCHRYSLER

8/10/2009

5.750%

*

*

765,555

DCAT 2006-C B

4/8/2013

5.110%

*

*

185,675

JOHN DEERE CAP

3/16/2009

4.875%

*

*

30,524

DEUTSCHE TEL

3/23/2011

5.375%

*

*

105,404

DIAGEO CPTL GLB

1/30/2013

5.200%

*

*

170,991

DRT 00-1A A2

3/8/2010

6.971%

*

*

11,532

DONNELLEY RR

4/1/2009

3.750%

*

*

703,213

DRIVE 06-2 A-2

7/15/2011

5.300%

*

*

30,353

DRVT 2006-A A3

11/15/2011

5.501%

*

*

94,280

DUPONT

1/15/2013

5.000%

*

*

82,568

DUPONT EI NEMOUR

7/15/2013

5.000%

*

*

200,317

EDP FINANCE BV 144A

11/2/2012

5.375%

*

*

287,804

ERP OPERAT LP

10/1/2012

5.500%

*

*

68,387

ENCANA CORP

10/15/2013

4.750%

*

*

37,228

ENCANA CORP

8/15/2009

4.600%

*

*

100,142

ENEL FIN INTL144A

1/15/2013

5.700%

*

*

378,762

EXELON GEN GLBL

6/15/2011

6.950%

*

*

316,481

FHLM ARM #847126

3/1/2033

6.095%

*

*

3,217

FHLM ARM #1B2428

11/1/2035

4.696%

*

*

183,141

FHLM ARM #1B2670

12/1/2034

4.315%

*

*

21,436

FHLM ARM #1B2721

1/1/2035

4.372%

*

*

430,379

FHLM ARM #1B2747

2/1/2035

4.246%

*

*

125,536

FHLM ARM #1B2811

3/1/2035

4.633%

*

*

77,923

FHLM ARM #1B2869

4/1/2035

4.481%

*

*

101,099

FHLM ARM #1B2907

6/1/2035

4.275%

*

*

36,668

FHLM ARM #847584

1/1/2036

4.586%

*

*

31,163

FHLM ARM #1J0005

8/1/2035

5.055%

*

*

28,909

FHLM ARM #1G0058

1/1/2035

4.592%

*

*

250,507

FHLM ARM #1G0068

2/1/2035

4.522%

*

*

43,805

FHLM ARM #1G0103

2/1/2035

4.361%

*

*

62,666

FHLM ARM #1G0125

3/1/2035

4.327%

*

*

25,879

FHLM ARM #1G0133

3/1/2035

4.407%

*

*

15,663

FHLM ARM #1G0145

3/1/2035

4.471%

*

*

22,769

FHLM ARM #1J1228

11/1/2035

4.840%

*

*

82,632

FHLM ARM #1J1274

1/1/2036

5.117%

*

*

77,053

FHLM ARM #1J1279

4/1/2036

5.830%

*

*

142,911

SCHEDULE I

RYDER SYSTEM, INC. 401(k) SAVINGS PLAN

FORM 5500, SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2008

(c)

(b)

Description of Investment Including

(e)

Indentity of Issue, Borrower, Lessor

Maturity Date, Rate of Interest, Par

(d)

Current

(a)

or Similar Party

or Maturity Value

Cost

Value

FHLM ARM #1K1215

9/1/2035

4.921%

*

*

93,042

FHLM ARM #1N0063

10/1/2035

5.694%

*

*

25,679

FHLM ARM #1N0117

12/1/2035

4.705%

*

*

111,791

FHLM ARM #1N1446

1/1/2037

5.761%

*

*

109,251

FHLM ARM #1H2593

1/1/2036

5.811%

*

*

47,668

FHLM ARM #1B7241

8/1/2036

5.282%

*

*

56,802

FHLM ARM #1G1803

1/1/2036

5.845%

*

*

191,833

FHLM ARM #1L0097

6/1/2035

5.294%

*

*

58,362

FHR 2313 C

5/15/2031

6.000%

*

*

105,738

FHLM ARM #781229

2/1/2034

4.374%

*

*

15,076

FHLM ARM #782877

11/1/2034

4.309%

*

*

68,438

FHLM ARM #782988

1/1/2035

5.243%

*

*

26,533

FHLM ARM #783028

2/1/2035

4.620%

*

*

63,981

FHLM ARM #783032

2/1/2035

5.526%

*

*

24,500

FHLM ARM #783067

3/1/2035

5.288%

*

*

15,031

FHLM ARM #783096

4/1/2035

4.422%

*

*

109,645

FHLM ARM #783104

4/1/2035

4.745%

*

*

130,576

FNMA DN

3/25/2009

0.000%

*

*

2,599,587

FNMA DN

9/25/2009

0.000%

*

*

1,792,685

FNMA

10/15/2011

5.000%

*

*

4,395,274

FNMA

2/16/2012

5.000%

*

*

781,156

FNMA 15YR #253633

1/1/2016

6.500%

*

*

37,469

FNMA 15YR #545725

6/1/2017

7.000%

*

*

65,411

FNMA 15YR #555532

12/1/2017

7.000%

*

*

99,680

FNMA ARM #555696

8/1/2033

4.167%

*

*

18,469

FNMA ARM #555702

7/1/2033

4.380%

*

*

74,800

FNMA 20YR #555867

11/1/2023

5.500%

*

*

252,996

FNMA ARM #555923

7/1/2036

4.778%

*

*

46,294

FNMA 15YR #619196

2/1/2016

7.000%

*

*

11,115

FNMA 15YR #637071

3/1/2017

6.500%

*

*

97,747

FNR 01-52 XM

11/25/2010

6.500%

*

*

29,529

FNR 03-83 TH

11/25/2016

4.500%

*

*

246,315

FHR 2626 NA

6/15/2023

5.000%

*

*

140,685

FNMA

8/15/2011

3.625%

*

*

8,970,930

FNMA ARM #688960

4/1/2033

4.144%

*

*

226,163

FNMA ARM #694530

3/1/2033

4.303%

*

*

8,225

FNMA ARM #695019

2/1/2033

4.623%

*

*

7,896

FNMA ARM #701296

3/1/2033

5.995%

*

*

5,118

FNMA ARM #703915

5/1/2033

4.291%

*

*

5,418

FNMA ARM #708221

4/1/2033

4.634%

*

*

1,866

FNMA ARM #712321

6/1/2033

4.562%

*

*

153,141

FNMA ARM #725109

1/1/2034

4.437%

*

*

7,635

FNMA ARM #725855

9/1/2034

4.871%

*

*

14,793

FNMA ARM#725858

8/1/2034

4.704%

*

*

8,453

FNMA ARM #725968

10/1/2034

4.423%

*

*

78,413

FNMA 15YR #734729

9/1/2018

4.000%

*

*

279,606

FNMA ARM #735030

8/1/2033

4.765%

*

*

14,214