RYDER SYSTEM INC [R] Filings

10-Q 1 r-20240331.htm 10-Q r-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 1-4364

RYDER SYSTEM, INC.

(Exact name of registrant as specified in its charter)

Florida

59-0739250

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

2333 Ponce de Leon Blvd., Suite 700

Coral Gables, Florida 33134

(305) 500-3726

(Address of principal executive offices, including zip code)

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ryder System, Inc. Common Stock ($0.50 par value)	R	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares of Ryder System, Inc. Common Stock outstanding at March 31, 2024, was 43,828,793.

RYDER SYSTEM, INC.

FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS



		Page No.

PART I . FINANCIAL INFORMATION

ITEM 1.	Financial Statements (unaudited)	1

	Condensed Consolidated Statements of Earnings	1

	Condensed Consolidated Statements of Comprehensive Income	2

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Cash Flows	4

	Condensed Consolidated Statements of Shareholders' Equity	5

	Notes to Condensed Consolidated Financial Statements	6

ITEM 2.	Management 's Discussion and Analysis of Financial Condition and Results of Operations	20

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	42

ITEM 4.	Controls and Procedures	42

PART II . OTHER INFORMATION

ITEM 1.	Legal Proceedings	42

ITEM 1A.	Risk Factors	42

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43



ITEM 5 .	Other Information	43



ITEM 6.	Exhibits	44

SIGNATURE		45

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RYDER SYSTEM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(unaudited)


	Three months ended March 31,
(In millions, except per share amounts)	2024		2023
Services revenue	$	2,038	$	1,821
Lease & related maintenance and rental revenue	936		979
Fuel services revenue	124		152
Total revenue	3,098		2,952

Cost of services	1,743		1,607
Cost of lease & related maintenance and rental	669		674
Cost of fuel services	121		149
Selling, general and administrative expenses	378		363
Non-operating pension costs, net	11		10
Used vehicle sales, net	(20)		(72)
Interest expense	92		65
Miscellaneous income, net	(15)		(20)
Restructuring and other items, net	5		(25)
	2,984		2,751

Earnings from continuing operations before income taxes	114		201
Provision for income taxes	29		61
Earnings from continuing operations	85		140
Loss from discontinued operations, net of taxes	—		(1)
Net earnings	$	85	$	139

Earnings per common share — Basic
Continuing operations	$	1.93	$	3.00
Discontinued operations	—		(0.01)
Net earnings	$	1.93	$	2.99

Earnings per common share — Diluted
Continuing operations	$	1.89	$	2.95
Discontinued operations	—		(0.01)
Net earnings	$	1.89	$	2.94

See accompanying Notes to Condensed Consolidated Financial Statements.

Note: EPS amounts may not be additive due to rounding.

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RYDER SYSTEM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)


	Three months ended March 31,
(In millions)	2024		2023
Net earnings	$	85	$	139
Other comprehensive income (loss):








Changes in cumulative translation adjustment and unrealized gains from cash flow hedges	(5)		9

Amortization of pension and postretirement items	8		7

Income tax expense related to amortization of pension and postretirement items	(2)		(2)
Amortization of pension and postretirement items, net of taxes	6		5






Other comprehensive income, net of taxes	1		14

Comprehensive income	$	86	$	153

See accompanying Notes to Condensed Consolidated Financial Statements.

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RYDER SYSTEM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)


(In millions, except share amounts)	March 31, 2024		December 31, 2023

Assets:
Current assets:
Cash and cash equivalents	$	234	$	204
Receivables, net	1,814		1,714

Prepaid expenses and other current assets	358		347
Total current assets	2,406		2,265
Revenue earning equipment, net	8,977		8,892
Operating property and equipment, net of accumulated depreciation of $1,554 and $1,511	1,232		1,217
Goodwill	1,017		940
Intangible assets, net	569		396
Operating lease right-of-use assets	1,190		1,016
Sales-type leases and other assets	1,090		1,052
Total assets	$	16,481	$	15,778

Liabilities and shareholders' equity:
Current liabilities:
Short-term debt and current portion of long-term debt	$	741	$	1,583
Accounts payable	854		833
Accrued expenses and other current liabilities	1,323		1,233
Total current liabilities	2,918		3,649
Long-term debt	6,802		5,531
Other non-current liabilities	2,063		1,871
Deferred income taxes	1,633		1,658
Total liabilities	13,416		12,709

Commitments and contingencies (Note 15)
Shareholders' equity:
Preferred stock, no par value per share — authorized, 3,800,917; none outstanding, March 31, 2024 and December 31, 2023	—		—
Common stock, $0.50 par value per share — authorized, 400,000,000; outstanding, March 31, 2024 — 43,828,793 and December 31, 2023 — 43,902,065	22		22
Additional paid-in capital	1,129		1,148
Retained earnings	2,568		2,554
Accumulated other comprehensive loss	(654)		(655)
Total shareholders' equity	3,065		3,069
Total liabilities and shareholders' equity	$	16,481	$	15,778

See accompanying Notes to Condensed Consolidated Financial Statements.

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RYDER SYSTEM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Three months ended March 31,
(In millions)	2024		2023

Cash flows from operating activities from continuing operations:
Net earnings	$	85	$	139
Less: Loss from discontinued operations, net of tax	—		(1)
Earnings from continuing operations	85		140
Depreciation expense	424		445

Used vehicle sales, net	(20)		(72)

Amortization expense and other non-cash charges, net	39		28
Non-cash lease expense	92		59
Non-operating pension costs, net and share-based compensation expense	20		20
Deferred income tax expense	(10)		42
Collections on sales-type leases	38		30
Changes in operating assets and liabilities:
Receivables	8		(7)

Prepaid expenses and other assets	3		(22)
Accounts payable	(33)		45
Accrued expenses and other liabilities	(120)		(230)
Net cash provided by operating activities from continuing operations	526		478

Cash flows from investing activities from continuing operations:
Purchases of property and revenue earning equipment	(686)		(641)
Sales of revenue earning equipment	162		216
Sales of operating property and equipment	11		48
Acquisitions, net of cash acquired	(297)		—



Net cash used in investing activities from continuing operations	(810)		(377)

Cash flows from financing activities from continuing operations:
Net borrowings (repayments) of commercial paper and other	288		(216)
Debt proceeds	896		664
Debt repayments	(763)		(471)
Dividends on common stock	(35)		(35)
Common stock issued	(17)		(23)
Common stock repurchased	(51)		(45)


Other financing activities	(2)		—
Net cash provided by (used in) financing activities from continuing operations	316		(126)

Effect of exchange rate changes on Cash and cash equivalents	(2)		11


Increase (decrease) in Cash and cash equivalents	30		(14)
Cash and cash equivalents at beginning of period	204		267
Cash and cash equivalents at end of period	$	234	$	253

See accompanying Notes to Condensed Consolidated Financial Statements.

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RYDER SYSTEM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(unaudited)


	Three months ended March 31, 2024
	Preferred Stock		Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss
(In millions, except share amounts in thousands)	Amount		Shares	Par								Total
Balance as of January 1, 2024	$	—	43,902	$	22	$	1,148	$	2,554	$	(655)	$	3,069

Comprehensive income	—		—	—		—		85		1		86
Common stock dividends declared — $0.71 per share	—		—	—		—		(32)		—		(32)
Common stock issued under employee stock award and stock purchase plans and other (1)	—		378	—		(17)		—		—		(17)

Common stock repurchases	—		(451)	—		(12)		(39)		—		(51)
Share-based compensation	—		—	—		10		—		—		10
Balance as of March 31, 2024	$	—	43,829	$	22	$	1,129	$	2,568	$	(654)	$	3,065


	Three months ended March 31, 2023
	Preferred Stock		Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss
(In millions, except share amounts in thousands)	Amount		Shares	Par								Total
Balance as of January 1, 2023	$	—	46,287	$	23	$	1,192	$	2,518	$	(796)	$	2,937

Comprehensive income	—		—	—		—		139		14		153
Common stock dividends declared — $0.62 per share	—		—	—		—		(30)		—		(30)
Common stock issued under employee stock award and stock purchase plans and other (1)	—		670	—		(23)		2		—		(21)

Common stock repurchases	—		(465)	—		(12)		(33)		—		(45)
Share-based compensation	—		—	—		11		—		—		11
Balance as of March 31, 2023	$	—	46,492	$	23	$	1,168	$	2,596	$	(782)	$	3,005

————————————

(1) Net of common shares delivered as payment for the exercise price or to satisfy the holders' withholding tax liability upon exercise of options.

See accompanying Notes to Condensed Consolidated Financial Statements.

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RYDER SYSTEM, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. GENERAL

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements include the accounts of Ryder System, Inc. (Ryder) and all entities in which Ryder has a controlling voting interest (subsidiaries) and variable interest entities (VIE) where Ryder is determined to be the primary beneficiary in accordance with generally accepted accounting principles in the United States (GAAP). Ryder is deemed to be the primary beneficiary if we have the power to direct the activities that most significantly impact the entity's economic performance and we share in the significant risks and rewards of the entity. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting policies described in our 2023 Annual Report on Form 10-K and should be read in conjunction with the consolidated financial statements and notes thereto. The year-end Condensed Consolidated Balance Sheet data was derived from our audited financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair statement have been included and the disclosures herein are adequate. The operating results for interim periods are not necessarily indicative of the results that can be expected for a full year. Certain prior period amounts disclosed within the Notes to the condensed consolidated financial statements have been reclassified to conform with the current period presentation.

We report our financial performance based on three business segments: (1) Fleet Management Solutions (FMS), which provides full service leasing and leasing with flexible maintenance options, commercial rental and maintenance services of trucks, tractors and trailers to customers principally in the United States (U.S.) and Canada; (2) Supply Chain Solutions (SCS), which provides integrated logistics solutions, including distribution management, dedicated transportation, transportation management, brokerage, e-commerce, last mile, and professional services in North America; and (3) Dedicated Transportation Solutions (DTS), which provides turnkey transportation solutions in the U.S., including dedicated vehicles, professional drivers, management, and administrative support. Dedicated transportation services provided as part of an operationally integrated, multi-service, supply chain solution to SCS customers are primarily reported in the SCS business segment.

2. SEGMENT REPORTING

Our primary measurement of segment financial performance, defined as segment "Earnings from continuing operations before income taxes" (EBT), includes an allocation of costs from Central Support Services (CSS) and excludes Non-operating pension costs, net, intangible amortization expense, and certain other items as discussed in Note 14, "Other Items Impacting Comparability." The objective of the EBT measurement is to provide clarity on the profitability of each business segment and, ultimately, to hold leadership of each business segment accountable for their allocated share of CSS costs. Certain costs are not attributable to any segment and remain unallocated in CSS, including costs for investor relations, public affairs and certain executive compensation. Segment results are not necessarily indicative of the results of operations that would have occurred had each segment been an independent, stand-alone entity during the periods presented.

RYDER SYSTEM, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The following table sets forth financial information for each of our segments and provides a reconciliation between segment EBT and Earnings from continuing operations before income taxes:


	Three months ended March 31,
(In millions)	2024		2023
Revenue:
Fleet Management Solutions:
ChoiceLease	$	842	$	776

Commercial rental	231		304
SelectCare and other	178		182

Fuel services revenue	204		241

Fleet Management Solutions	1,455		1,503
Supply Chain Solutions	1,302		1,201
Dedicated Transportation Solutions	563		454
Eliminations (1)	(222)		(206)
Total revenue	$	3,098	$	2,952

Earnings from continuing operations before income taxes:
Fleet Management Solutions	$	100	$	182
Supply Chain Solutions	64		17
Dedicated Transportation Solutions	18		29
Eliminations	(28)		(25)
	154		203
Unallocated Central Support Services	(14)		(15)
Intangible amortization expense (2)	(11)		(9)
Non-operating pension costs, net (3)	(11)		(10)
Other items impacting comparability, net (4)	(4)		32
Earnings from continuing operations before income taxes	$	114	$	201

————————————

(1)Represents the elimination of intercompany revenues in our FMS business segment.

(2)Included within "Selling, general and administrative expenses" in our Condensed Consolidated Statements of Earnings.

(3)Refer to Note 13, "Employee Benefit Plans," for a discussion on this item.

(4)Refer to Note 14, "Other Items Impacting Comparability," for a discussion of items excluded from our primary measure of segment performance.

The following table sets forth the capital expenditures paid for each of our segments:


	Three months ended March 31,
(In millions)	2024		2023
Fleet Management Solutions	$	654	$	621
Supply Chain Solutions	27		12
Dedicated Transportation Solutions	1		—
Central Support Services	4		8
Purchases of property and revenue earning equipment	$	686	$	641

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RYDER SYSTEM, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(unaudited)

3. REVENUE

Disaggregation of Revenue

The following tables disaggregate our revenue recognized by primary geographical market by our reportable business segments and by industry for SCS. Refer to Note 2, "Segment Reporting," for the disaggregation of our revenue by major products/service lines.

Primary Geographical Markets


	Three months ended March 31, 2024
(In millions)	FMS		SCS		DTS		Eliminations		Total
United States	$	1,380	$	1,151	$	563	$	(211)	$	2,883
Canada	75		71		—		(11)		135

Mexico	—		80		—		—		80

Total revenue	$	1,455	$	1,302	$	563	$	(222)	$	3,098


	Three months ended March 31, 2023
(In millions)	FMS		SCS		DTS		Eliminations		Total
United States	$	1,426	$	1,069	$	454	$	(196)	$	2,753
Canada	77		62		—		(10)		129

Mexico	—		70		—		—		70

Total revenue	$	1,503	$	1,201	$	454	$	(206)	$	2,952

Industry

Our SCS business segment included revenue from the following industries:


	Three months ended March 31,
(In millions)	2024		2023
Omnichannel retail	$	417	$	453
Automotive	406		393
Consumer packaged goods	290		227
Industrial and other	189		128
Total SCS revenue	$	1,302	$	1,201

Lease & Related Maintenance and Rental Revenue

The non-lease revenue from maintenance services related to our ChoiceLease product is recognized in "Lease & related maintenance and rental revenue" in the Condensed Consolidated Statements of Earnings. We recognized $243 million for the three months ended March 31, 2024 and 2023.

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RYDER SYSTEM, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(unaudited)

Deferred Revenue

The following table includes the changes in deferred revenue due to the collection and deferral of cash or the satisfaction of our performance obligation under the contract:


	Three months ended March 31,
(In millions)	2024		2023
Balance as of beginning of period	$	545	$	544
Recognized as revenue during period from beginning balance	(61)		(56)
Consideration deferred during period, net	69		43
Foreign currency translation adjustment and other	—		2
Balance as of end of period	$	553	$	533

Contracted Not Recognized Revenue

Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized (contracted not recognized revenue). Contracted not recognized revenue was $2.9 billion as of March 31, 2024, and primarily includes deferred revenue and amounts for ChoiceLease that will be recognized as revenue in future periods as we provide maintenance services to our customers.

4. RECEIVABLES, NET


(In millions)	March 31, 2024		December 31, 2023

Trade	$	1,595	$	1,505
Sales-type lease	142		140
Other, primarily warranty and insurance	115		111
	1,852		1,756
Allowance for credit losses and other	(38)		(42)
Receivables, net	$	1,814	$	1,714

The following table provides a reconciliation of our allowance for credit losses and other:


	Three months ended March 31,
(In millions)	2024		2023


Balance as of beginning of period	$	42	$	41
Changes to provisions for credit losses	7		8
Write-offs and other	(11)		(12)
Balance as of end of period	$	38	$	37

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RYDER SYSTEM, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(unaudited)

5. REVENUE EARNING EQUIPMENT, NET


	Estimated Useful Lives (In Years)	March 31, 2024						December 31, 2023
(Dollars in millions)		Cost		Accumulated Depreciation		Net		Cost		Accumulated Depreciation		Net

Held for use:
Trucks	3 — 7	$	5,705	$	(2,183)	$	3,522	$	5,630	$	(2,192)	$	3,438
Tractors	4 — 7.5	6,862		(2,638)		4,224		6,995		(2,712)		4,283
Trailers and other	9.5 — 12	1,725		(675)		1,050		1,686		(683)		1,003
Held for sale		805		(624)		181		732		(564)		168
Total		$	15,097	$	(6,120)	$	8,977	$	15,043	$	(6,151)	$	8,892

Residual Value Estimate Changes

We periodically review and adjust, as appropriate, the estimated residual values and useful lives of existing revenue earning equipment for the purposes of recording depreciation expense. Reductions in estimated residual values or useful lives will increase depreciation expense over the remaining useful life of the vehicle. Conversely, an increase in estimated residual values or useful lives will decrease depreciation expense over the remaining useful life of the vehicle. At the end of the vehicle's useful life or termination of the lease, the vehicle is either sold to a third party or purchased by the lessee, in which case we may record a gain or loss for the difference between the estimated residual value and the sale price.

Our review of the estimated residual values and useful lives of revenue earning equipment is based on vehicle class (i.e., generally subcategories of trucks, tractors and trailers by weight and usage), historical and current market prices, third-party expected future market prices, expected lives of vehicles, and expected sales in the wholesale or retail markets, among other factors. A variety of factors, many of which are outside of our control, could cause residual value estimates to differ from actual used vehicle sales pricing, such as changes in supply and demand of used vehicles; volatility in market conditions; changes in vehicle technology; competitor pricing; regulatory requirements; wholesale market prices; customer requirements and preferences; and changes in underlying assumption factors. We have disciplines related to the management and maintenance of our vehicles designed to manage the risk associated with the residual values of our revenue earning equipment. For the three months ended March 31, 2024 and 2023, we did not adjust the estimated residual values and useful lives of existing revenue earning equipment.

Used Vehicle Sales and Valuation Adjustments

Revenue earning equipment held for sale is stated at the lower of carrying amount or fair value less costs to sell. Losses on vehicles held for sale for which carrying values exceeded fair value, which we refer to as "valuation adjustments," are recognized at the time they are deemed to meet the held-for-sale criteria and are presented within "Used vehicle sales, net" in the Condensed Consolidated Statements of Earnings. For revenue earning equipment held for sale, we stratify our fleet by vehicle type (trucks, tractors and trailers), weight class, age and other relevant characteristics and create classes of similar assets for analysis purposes. For revenue earning equipment held for sale, fair value was determined based upon recent market prices obtained from our own sales experience for each class of similar assets and vehicle condition, if available, or third-party market pricing. In addition, we also consider expected declines in market prices, as well as, forecasted sales channel mix (retail/wholesale) when valuing the vehicles held for sale.

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RYDER SYSTEM, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(unaudited)

The following table presents our assets held for sale that are measured at fair value on a nonrecurring basis and considered a Level 3 fair value measurement:



					Valuation Adjustments
	March 31, 2024		December 31, 2023		Three months ended March 31,
(In millions)					2024		2023
Revenue earning equipment held for sale:

Trucks	$	7	$	5	$	3	$	1
Tractors	36		38		6		1
Trailers and other	4		4		1		1
Total assets at fair value	$	47	$	47	$	10	$	3

The table above reflects only the portion where net book values of revenue earnings equipment held for sale exceeded fair values and valuation adjustments were recorded. The net book value of assets held for sale that were less than fair value was $134 million and $121 million as of March 31, 2024 and December 31, 2023, respectively.

The components of "Used vehicle sales, net" were as follows:


	Three months ended March 31,
(In millions)	2024		2023

Gains on used vehicle sales, net	$	(30)	$	(75)
Losses from valuation adjustments	10		3
Used vehicle sales, net	$	(20)	$	(72)

6. ACCRUED EXPENSES AND OTHER LIABILITIES


	March 31, 2024						December 31, 2023
(In millions)	Accrued expenses and other current liabilities		Other non-current liabilities		Total		Accrued expenses and other current liabilities		Other non-current liabilities		Total
Salaries and wages	$	138	$	—	$	138	$	200	$	—	$	200
Income taxes	43		—		43		14		—		14
Pension and other employee benefits	13		233		246		27		231		258


Self-insurance	205		313		518		175		284		459




Operating taxes	130		—		130		129		—		129

Interest	72		—		72		59		—		59
Deposits, mainly from customers	67		—		67		68		—		68
Operating lease liabilities	303		929		1,232		234		800		1,034
Deferred revenue	170		383		553		177		368		545


Other	182		205		387		150		188		338
Total	$	1,323	$	2,063	$	3,386	$	1,233	$	1,871	$	3,104

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RYDER SYSTEM, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(unaudited)

7. LEASES

The components of revenue from leases were as follows:


	Three months ended March 31,
(In millions)	2024		2023
Operating leases
Lease income related to ChoiceLease	$	381	$	360
Lease income related to commercial rental (1)	$	219	$	288

Sales-type leases

Interest income related to net investment in leases	$	17	$	15




Variable lease income excluding commercial rental (1)	$	72	$	72

————————————

(1)Lease income related to commercial rental includes both fixed and variable lease income. Variable lease income is approximately 15% of total commercial rental income.

The components of net investment in sales-type leases, which are included in "Receivables, net" and "Sales-type leases and other assets" in the Condensed Consolidated Balance Sheets, were as follows:


(In millions)	March 31, 2024		December 31, 2023
Net investment in the lease — lease payment receivable	$	750	$	723
Net investment in the lease — unguaranteed residual value in assets	45		43

	795		766
Estimated loss allowance	(3)		(4)
Total	$	792	$	762

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RYDER SYSTEM, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(unaudited)

8. DEBT


	Weighted Average Interest Rate
(Dollars in millions)	March 31, 2024	Maturities	March 31, 2024		December 31, 2023





Debt:
U.S. commercial paper	5.60%	2026	$	860	$	572

Trade receivables financing program	5.76%	2025	20		50

Unsecured U.S. obligations	5.14%	2027	275		375
Unsecured medium-term note issued February 2019	—%	2024	—		600
Unsecured medium-term note issued August 2019	2.50%	2024	550		550
Unsecured medium-term note issued April 2020	4.63%	2025	400		400
Unsecured medium-term note issued May 2020	3.35%	2025	400		400
Unsecured medium-term note issued December 1995	6.95%	2025	150		150
Unsecured medium-term note issued November 2021	6.12%	2026	300		300
Unsecured medium-term note issued November 2019	2.90%	2026	400		400
Unsecured medium-term note issued February 2022	4.48%	2027	450		450
Unsecured medium-term note issued May 2022	4.30%	2027	300		300
Unsecured medium-term note issued February 2023	5.65%	2028	500		500
Unsecured medium-term note issued May 2023	5.25%	2028	650		650
Unsecured medium-term note issued November 2023	6.30%	2028	400		400
Unsecured medium-term note issued November 2023	6.60%	2033	600		600
Unsecured medium-term note issued February 2024	5.30%	2027	350		—
Unsecured medium-term note issued February 2024	5.38%	2029	550		—
Unsecured foreign obligations	2.88%	2024	50		50
Asset-backed U.S. obligations (1)	3.43%	2024-2030	355		382
Finance lease obligations and other		2024-2031	56		49
			7,616		7,178
Fair market value adjustments on medium-term notes (2)			(38)		(34)
Debt issuance costs and original issue discounts			(35)		(30)
Total debt (3)			7,543		7,114
Short-term debt and current portion of long-term debt			(741)		(1,583)
Long-term debt			$	6,802	$	5,531

————————————

(1)Asset-backed U.S. obligations are related to financing transactions backed by a portion of our revenue earning equipment.

(2)Interest rate swaps included in "Other non-current liabilities" within the Condensed Consolidated Balance Sheets. The notional amount of interest rate swaps designated as fair value hedges was $500 million as of both March 31, 2024 and December 31, 2023.

(3)The unsecured medium-term notes bear semi-annual interest.

The fair value of total debt (excluding finance lease and asset-backed U.S. obligations) was approximately $7.2 billion and $6.8 billion as of March 31, 2024 and December 31, 2023, respectively. For publicly traded debt, estimates of fair value were based on market prices. For other debt, fair value was estimated based on a model-driven approach using rates currently available to us for debt with similar terms and remaining maturities. The fair value measurements of our publicly traded debt and our other debt were classified within Level 2 of the fair value hierarchy.

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RYDER SYSTEM, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(unaudited)

The following table summarizes our debt proceeds and repayments in 2024:


Three months ended March 31, 2024
(In millions)	Debt Proceeds			Debt Repayments
Medium-term notes (1)	$	896	Medium-term notes	$	600


U.S. and foreign term loans, finance lease obligations and other	—		U.S. and foreign term loans, finance lease obligations and other	163

Total debt proceeds	$	896	Total debt repaid	$	763

————————————

(1)Proceeds from medium-term notes presented net of discount and issuance costs.

Debt proceeds were used to repay maturing debt and for general corporate purposes. If the unsecured medium-term notes are downgraded below investment grade following, or as a result of, a change in control, the note holders can require us to repurchase all or a portion of the notes at a purchase price equal to 101% of principal value plus accrued and unpaid interest.

As of March 31, 2024, there was $540 million available under the global revolving credit facility. In order to maintain availability of funding, we must maintain a ratio of debt to consolidated net worth of less than or equal to 300%, as defined in the credit facility agreement. As of March 31, 2024, the ratio was 190%.

We had letters of credit and surety bonds outstanding of $477 million and $466 million as of March 31, 2024 and December 31, 2023, respectively, which primarily guarantee the payment of insurance claims.

As of March 31, 2024, the available proceeds under the trade receivables financing program were $197 million. As of March 31, 2024, utilization of this program included borrowing of $20 million and letters of credit outstanding of $83 million.

9. SHARE REPURCHASE PROGRAMS

We currently maintain two share repurchase programs approved by our board of directors in October 2023. The first program authorized management to repurchase up to 2 million shares issued to employees under our employee stock plans since August 31, 2023, under a new anti-dilutive program (the "2023 Anti-Dilutive Program"). The second program grants management discretion to repurchase up to 2 million shares of common stock over a period of two years under a new discretionary share repurchase program (the "October 2023 Discretionary Program"). Both the 2023 Anti-Dilutive Program and the October 2023 Discretionary Program commenced October 12, 2023, and expire October 12, 2025. Share repurchases under both programs can be made from time to time using our working capital and other borrowing sources. Shares are repurchased under open-market transactions and trading plans established pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934. The timing and actual number of shares repurchased are subject to market conditions, legal requirements and other factors, including balance sheet leverage, availability of acquisitions and stock price.

The discretionary share repurchase programs are designed to provide management with capital structure flexibility while concurrently managing objectives related to balance sheet leverage, acquisition opportunities, and shareholder returns. The anti-dilutive share repurchase programs are designed to mitigate the dilutive impact of shares issued under our employee stock plans.

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RYDER SYSTEM, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(unaudited)

The following table provides the activity for shares repurchased and retired:


	Three months ended March 31,
	2024			2023
(In millions)	Shares	Amount		Shares	Amount
2023 Anti-Dilutive Program	0.3	$	37	—	$	—
2021 Anti-Dilutive Program	—	—		0.5	45
Anti-Dilutive Programs	0.3	37		0.5	45

October 2023 Discretionary Program	0.1	14		—	—

Discretionary Programs	0.1	14		—	—

Total	0.5	$	51	0.5	$	45

_____________________

Amounts in the table may not be additive due to rounding.

10. ACCUMULATED OTHER COMPREHENSIVE LOSS

Comprehensive income presents a measure of all changes in shareholders' equity except for changes resulting from transactions with shareholders in their capacity as shareholders. The following summary sets forth the change in each component of Accumulated other comprehensive loss, net of tax (AOCI):


(In millions)	Currency Translation Adjustments		Net Actuarial (Loss) Gain and Prior Service Costs		Unrealized Gain (Loss) from Cash Flow Hedges		Accumulated Other Comprehensive (Loss) Gain
January 1, 2024	$	(18)	$	(637)	$	—	$	(655)
Other comprehensive (loss) gain, net of tax, before reclassifications	(7)		—		4		(3)
Amounts reclassified from AOCI, net of tax	—		6		(2)		4

Net current-period other comprehensive gain (loss), net of tax	(7)		6		2		1
March 31, 2024	$	(25)	$	(631)	$	2	$	(654)


(In millions)	Currency Translation Adjustments		Net Actuarial (Loss) Gain and Prior Service Costs		Unrealized (Loss) Gain from Cash Flow Hedges		Accumulated Other Comprehensive (Loss) Gain
January 1, 2023	$	(238)	$	(566)	$	8	$	(796)
Other comprehensive gain (loss), net of tax, before reclassifications	14		—		(4)		10
Amounts reclassified from AOCI, net of tax	—		5		(1)		4

Net current-period other comprehensive gain (loss), net of tax	14		5		(5)		14
March 31, 2023	$	(224)	$	(561)	$	3	$	(782)

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RYDER SYSTEM, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(unaudited)

11. EARNINGS PER SHARE

The following table presents the calculation of basic and diluted earnings per common share from continuing operations:


	Three months ended March 31,
(Dollars in millions, except per share amounts; share amounts in thousands)	2024		2023
Earnings per share — Basic (1):
Earnings from continuing operations	$	85	$	140
Less: Distributed and undistributed earnings allocated to unvested stock	—		(1)
Earnings from continuing operations available to common shareholders	$	85	$	139

Weighted average common shares outstanding	43,858		46,377

Earnings from continuing operations per common share — Basic	$	1.93	$	3.00

Earnings per share — Diluted: (1)
Earnings from continuing operations	$	85	$	140
Less: Distributed and undistributed earnings allocated to unvested stock	—		—
Earnings from continuing operations available to common shareholders — Diluted	$	85	$	140

Weighted average common shares outstanding — Basic	43,858		46,377
Effect of dilutive equity awards	1,142		1,097
Weighted average common shares outstanding — Diluted	45,000		47,474

Earnings from continuing operations per common share — Diluted	$	1.89	$	2.95

Anti-dilutive equity awards not included in diluted EPS	81		627

_______________

(1)Amounts in the table may not recalculate exactly due to rounding of earnings and shares.

12 SHARE-BASED COMPENSATION PLANS

We generally grant share-based awards in the first quarter of each year during our annual equity award process. The vesting conditions for the awards granted were consistent with prior year. The following table is a summary of the awards granted in the first quarter of 2024 and 2023:


	Three months ended March 31,
	2024			2023
(Shares in millions)	Shares Granted	Weighted-Average Fair Market Value Per Share		Shares Granted	Weighted-Average Fair Market Value Per Share
Time-vested restricted stock rights	0.1	$	117.11	0.2	$	96.38
Performance-based restricted stock rights	0.1	121.10		0.1	101.25
Total	0.2	$	118.59	0.3	$	98.16

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RYDER SYSTEM, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(unaudited)

13. EMPLOYEE BENEFIT PLANS

Components of net pension expense were as follows:


	Three months ended March 31,
(In millions)	2024		2023

Company-administered plans:

Interest cost	$	22	$	22

Expected return on plan assets	(19)		(19)

Amortization of net actuarial loss and prior service cost	8		7





Net pension expense	$	11	$	10

Company-administered plans:
U.S.	$	8	$	8
Non-U.S.	3		2


Net pension expense	$	11	$	10

Non-operating pension costs, net include the amortization of net actuarial loss and prior service cost, interest cost and expected return on plan assets components of pension and postretirement benefit costs, as well as any significant charges for settlements or curtailments if recognized. We do not expect to contribute to our pension plans in 2024. We also maintain other postretirement benefit plans that are not reflected in the table above as the amount of postretirement benefit expense for such plans was not material for any period presented.

14. OTHER ITEMS IMPACTING COMPARABILITY

Our primary measure of segment performance as shown in Note 2, "Segment Reporting," excludes certain items we do not believe are representative of the ongoing operations of our business segments. Excluding these items from our segment measure of performance allows for better year over year comparison:


	Three months ended March 31,
(In millions)	2024		2023







Acquisition costs (1)	$	5	$	—
FMS U.K. exit, primarily net commercial claim proceeds (2)	—		(31)
Other, net (1)	(1)		(1)
Other items impacting comparability, net	$	4	$	(32)

________________________

(1)Included within "Restructuring and other items, net" in our Condensed Consolidated Statements of Earnings.

(2)Primarily included within "Restructuring and other items, net" in our Condensed Consolidated Statements of Earnings.

15. CONTINGENCIES AND OTHER MATTERS

We are a party to various claims, complaints and proceedings arising in the ordinary course of our continuing business operations, including 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. We believe that the resolution of these claims, complaints and legal proceedings will not have a material effect on our condensed consolidated financial statements.

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 estimated liability 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.

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RYDER SYSTEM, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(unaudited)

Securities Litigation Relating to Residual Value Estimates

On May 20, 2020, a putative class action on behalf of purchasers of our securities who purchased or otherwise acquired their securities between July 23, 2015 and February 13, 2020, inclusive (Class Period), was commenced against Ryder and certain of our current and former officers in the U.S. District Court for the Southern District of Florida (the "Securities Class Action"). The complaint alleges, among other things, that the defendants misrepresented Ryder's depreciation policy and residual value estimates for its vehicles during the Class Period, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, and seeks to recover, among other things, unspecified compensatory damages and attorneys' fees and costs. On August 3, 2020, the State of Alaska, Alaska Permanent Fund, City of Fort Lauderdale General Employees' Retirement System, and City of Plantation Police Officers Pension Fund were appointed lead plaintiffs. On October 5, 2020, the lead plaintiffs filed an amended complaint. On December 4, 2020, Ryder and the other named defendants in the case filed a Motion to Dismiss the amended complaint. On May 12, 2022, the court denied the defendants' motion to dismiss. The court entered a case management schedule on June 27, 2022, which, among other things, provides that discovery shall be completed by October 2023 and trial shall commence in June 2024. On April 18, 2023, the parties reached an agreement in principle to resolve the Securities Class Action. On May 19, 2023, plaintiffs filed an unopposed Motion for Preliminary Approval of the settlement, with corresponding settlement documentation. On February 20, 2024, the court entered an order preliminarily approving the settlement and authorizing dissemination of the notice of settlement. We expect that the settlement amount will be covered by insurance, and accordingly is not material to our financial position or results of operations.

Between June 2020 and February 2, 2021, five shareholder derivative complaints were filed purportedly on behalf of Ryder against us as nominal defendant and certain of our current and former officers and directors. The derivative complaints are generally based on the allegations set forth in the Securities Class Action and allege breach of fiduciary duties, unjust enrichment and waste of corporate assets. The derivative plaintiffs, on our behalf, seek an award of monetary damages and restitution to us, improvements in our corporate governance and internal procedures, and legal fees. Three of these derivative complaints were filed in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, and were then consolidated into a single action (the "State Action"). Two of the derivative complaints were filed in U.S. District Court for the Southern District of Florida (the "Federal Actions", and together with the State Action, the "Derivative Cases"). All of the Derivative Cases were stayed (stopped) pending the resolution of the motion to dismiss the Securities Class Action. On July 18, 2022, the Federal Actions were further stayed pending the final resolution of the State Action. On July 26, 2022, the State Action was further stayed until the conclusion of summary judgment proceedings in the Securities Class Action (except that certain discovery would be permitted). In September 2023, the parties reached an agreement in principle to resolve the Derivative Cases in exchange for certain specified corporate reforms, subject to the execution of definitive settlement documentation and court approval. We expect that any settlement amount of plaintiffs' attorneys' fees and expenses in connection with the settlement of the Derivative Cases also will be covered by insurance, and accordingly is not material to our financial position or results of operations.

16. SUPPLEMENTAL CASH FLOW INFORMATION


	Three months ended March 31,
(In millions)	2024		2023

Interest paid	$	78	$	63
Income taxes paid	$	7	$	17




Cash paid for operating lease liabilities	$	88	$	55

Right-of-use assets obtained in exchange for lease obligations:
Finance leases	$	12	$	5
Operating leases	$	50	$	14



Capital expenditures acquired but not yet paid	$	274	$	361

17. ACQUISITIONS

On February 1, 2024, we acquired all the outstanding equity of CLH Parent Corporation (Cardinal Logistics) for a purchase price of $297 million. Cardinal Logistics is a leading customized dedicated contract carrier in North America, providing dedicated

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RYDER SYSTEM, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(unaudited)

fleets and professional drivers, as well as complementary freight brokerage services, last-mile delivery and contract logistics services. We expect that the acquisition will increase our scale and network density and further advances our strategy to accelerate growth in DTS.

We believe that we have sufficient information to provide a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. The purchase price allocation excludes certain items to be resolved post-closing with the seller, which may result in additional adjustments to the final purchase price. Therefore, the provisional measurements of estimated fair values reflected are subject to change. We have preliminarily estimated goodwill of $74 million and intangible assets, net of $165 million for the Cardinal Logistics acquisition. None of the goodwill is expected to be deductible for income tax purposes. We expect to finalize the valuation and complete the purchase consideration allocation no later than one year from the acquisition date.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto included under Item 1, as well as our audited consolidated financial statements and notes thereto and related MD&A included in the 2023 Annual Report on Form 10-K. All percentages have been calculated using unrounded amounts.

OVERVIEW

General

We operate in highly competitive markets. Our customers select us based on numerous factors, including service quality, price, technology and service offerings. As an alternative to using our services, customers may choose to provide these services for themselves, or may choose to obtain similar or alternative services from other third-party vendors. Our customer base includes enterprises operating in a variety of industries including food and beverage service, transportation and logistics, retail and consumer goods, automotive, industrial, housing, technology, and business and personal services.

SELECTED OPERATING PERFORMANCE ITEMS

•Diluted EPS from continuing operations of $1.89 in the first quarter of 2024 compared to $2.95 in prior year

•Comparable EPS (a non-GAAP measure) from continuing operations of $2.14 in the first quarter of 2024, as compared to $2.81 in prior year, reflecting weaker market conditions in used vehicle sales and rental, partially offset by higher Supply Chain Solutions (SCS) and ChoiceLease results

•Total revenue of $3.1 billion in the first quarter of 2024, compared to $3.0 billion in prior year

•Operating revenue (a non-GAAP measure) of $2.5 billion in the first quarter of 2024, up 6%, reflecting recent acquisitions and contractual revenue growth, partially offset by lower commercial rental revenue in Fleet Management Solutions (FMS)

•Adjusted Return on Equity (ROE) (a non-GAAP measure) of 17% for the trailing twelve months ended March 31, 2024

•Net cash provided by operating activities from continuing operations of $526 million and free cash flow (a non-GAAP measure) of $13 million in the three months ended March 31, 2024

Business Trends

During the three months ended March 31, 2024, market conditions for used vehicle sales and commercial rental continued to weaken. We continue to benefit, though, from favorable secular trends in logistics and transportation solutions, including supply chain disruptions. These secular trends provide long-term growth opportunities for our SCS and Dedicated Transportation Solutions (DTS) business segments. In addition, the integration of our recent acquisitions (IFS Holdings, LLC, a holding company for Impact Fulfillment Services, LLC (IFS), in the fourth quarter of 2023, and CLH Parent Corporation (Cardinal Logistics) during the first quarter of 2024) are in line with our expectations.

In our FMS business, used vehicle pricing declined from the prior year. Our commercial rental operations are seasonal and the lowest revenue of the year is typically generated in the first quarter due to lower market demand. We generally decrease the size of the rental fleet during the first quarter of each year to mitigate the seasonal effect of lower demand and utilization; however, we experienced lower than expected rental demand and rental utilization was 66% for the three months ended March 31, 2024, as compared to 75% in the prior year comparative period. We anticipate that market conditions, including a freight recessionary environment, will remain weak through most of 2024 for used vehicle sales and rental with gradual improvements expected towards the second half of the year. Our maintenance cost savings initiatives continue to benefit earnings and our lease pricing initiatives are delivering improved portfolio returns. We expect to continue to realize incremental earnings benefits as our remaining portfolio is renewed at higher returns.

In our SCS business, outsourcing trends in warehousing and distribution continue. The acquisition of IFS as well as brokerage and logistics business from the acquisition of Cardinal Logistics drove total revenue and operating revenue (a non-GAAP measure) growth in the first three months of 2024. The dedicated business from the Cardinal Logistics acquisition drove operating revenue growth in DTS and we expect this acquisition to significantly benefit DTS revenue for the remainder of 2024. SCS and DTS contract sales activity slowed during the first quarter of 2024, consistent with a weaker freight environment.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

While we are experiencing positive momentum in our businesses, other unknown effects from extended higher fuel prices, inflationary cost pressures, labor interruptions, extended disruptions in vehicle and vehicle part production and the higher interest rate environment may negatively impact demand for our business, financial results and significant judgments and estimates.

The following discussion provides a summary of financial highlights that are discussed in more detail throughout our MD&A and within the Notes to Condensed Consolidated Financial Statements:


	Three months ended March 31,						Change 2024/2023
(Dollars in millions, except per share)	2024			2023			Three Months
Total revenue	$	3,098		$	2,952		5%
Operating revenue (1)	2,495			2,346			6%

Earnings from continuing operations before income taxes (EBT)	$	114		$	201		(43)%
Comparable EBT (1)	129			179			(28)%
Earnings from continuing operations	85			140			(39)%
Comparable earnings from continuing operations (1)	96			133			(28)%

Comparable EBITDA (1)	636			628			1%

Earnings per common share (EPS) — Diluted
Continuing operations	$	1.89		$	2.95		(36)%
Comparable (1)	2.14			2.81			(24)%
Debt to equity	246		%	211		%
Adjusted return on equity (1)	17		%	27		%
Net cash provided by operating activities from continuing operations	$	526		$	478
Total capital expenditures (2)	716			802
Free cash flow (1)	13			101

(1)Non-GAAP financial measure. Refer to the "Non-GAAP Financial Measures" section of this MD&A for reconciliations of the most comparable GAAP measure to the non-GAAP financial measure and the reasons why management believes this measure is important to investors.

(2)Includes capital expenditures that have been accrued, but not yet paid.

Total revenue increased 5% in the first quarter of 2024 due to higher operating revenue, partially offset by lower fuel revenue. Operating revenue (a non-GAAP measure excluding fuel and subcontracted transportation) increased 6% in the first quarter of 2024, reflecting recent acquisitions and contractual revenue growth partially offset by lower commercial rental revenue in FMS.

EBT and comparable EBT (a non-GAAP measure) decreased in the first quarter of 2024, primarily due to lower gains on used vehicles sold and lower commercial rental results in FMS. These decreases were partially offset by favorable comparisons to 2023, due to a prior year $30 million asset impairment charge in SCS.

CONSOLIDATED RESULTS

Services


	Three months ended March 31,				Change 2024/2023
(Dollars in millions)	2024		2023			Three Months
Services revenue	$	2,038	$	1,821		12%
Cost of services	1,743		1,607			8%
Gross margin	$	295	$	214		38%
Gross margin %	14%		12%

Services revenue represents all the revenue associated with our SCS and DTS business segments, including subcontracted transportation and fuel, as well as SelectCare revenue associated with our FMS business segment. Services revenue increased 12% in the first quarter of 2024, due to increases in DTS and SCS revenue primarily driven by recent acquisitions.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

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, equipment and maintenance costs. Cost of services increased 8% in the first quarter of 2024, from growth in revenue and also reflecting a prior year $30 million SCS asset impairment charge.

Services gross margin and gross margin as a percentage of revenue increased in the first quarter of 2024, primarily due to the prior year SCS asset impairment and increased pricing in SCS.

Lease & Related Maintenance and Rental


	Three months ended March 31,				Change 2024/2023
(Dollars in millions)	2024		2023			Three Months
Lease & related maintenance and rental revenue	$	936	$	979		(4)%
Cost of lease & related maintenance and rental	669		674			(1)%
Gross margin	$	267	$	305		(12)%
Gross margin %	29%		31%

Lease & related maintenance and rental revenue represent revenue from our ChoiceLease and commercial rental product offerings within our FMS business segment. Revenue decreased 4% in the first quarter of 2024, primarily due to lower rental demand, which was partially offset by ChoiceLease growth.

Cost of lease & related maintenance and rental represents the direct costs related to Lease & related maintenance and rental revenue and are 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 lease & related maintenance and rental excludes interest costs from vehicle financing, which are reported within "Interest expense" in our Condensed Consolidated Statements of Earnings. Cost of lease & related maintenance and rental decreased 1% in the first quarter of 2024, primarily reflecting lower maintenance costs due to a younger vehicle fleet and maintenance cost savings initiatives partially offset by increased costs on a larger fleet.

Lease & related maintenance and rental gross margin decreased in the first quarter of 2024, primarily due to lower rental demand. Lease & related maintenance and rental gross margin percentage decreased to 29% in the first quarter of 2024, primarily due to lower rental utilization.

Fuel


	Three months ended March 31,				Change 2024/2023
(Dollars in millions)	2024		2023			Three Months
Fuel services revenue	$	124	$	152		(18)%
Cost of fuel services	121		149			(19)%
Gross margin	$	3	$	3		—%
Gross margin %	2%		2%

Fuel services revenue represents fuel services provided to our FMS customers. Fuel services revenue decreased 18% in the first quarter of 2024, primarily reflecting lower fuel prices passed through to customers and a lower volume of gallons sold.

Cost of fuel services includes the direct costs associated with providing our customers with fuel. These costs include fuel, salaries and employee-related costs of fuel island attendants and depreciation of our fueling facilities and equipment. Cost of fuel services decreased 19% in the first quarter of 2024, as a result of lower fuel prices and a lower volume of gallons sold.

Fuel services gross margin and gross margin as a percentage of revenue was consistent in the first quarter of 2024, compared to prior year. Fuel is largely a pass-through to customers for which we realize minimal changes in margin during periods of steady market fuel prices. However, fuel services margin is impacted by sudden increases or decreases in market fuel prices during a short period of time, as customer pricing for fuel is established based on current market fuel costs. Fuel services gross margin for

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

the first quarter of 2024, was not significantly impacted by these price change dynamics as fuel prices fluctuated during the period.

Selling, General and Administrative Expenses


	Three months ended March 31,						Change 2024/2023
(Dollars in millions)	2024			2023				Three Months
Selling, general and administrative expenses (SG&A)	$	378		$	363			4%
Percentage of total revenue	12		%	12		%

SG&A expenses increased 4% in the first quarter of 2024. The increase in SG&A expenses in the first quarter of 2024 primarily reflects increased expenses from recent acquisitions partially offset by lower marketing expenses reflecting prior year strategic investments. SG&A expenses as a percentage of total revenue remained at 12% for the first quarter of 2024.

Non-Operating Pension Costs, Net


	Three months ended March 31,				Change 2024/2023
(Dollars in millions)	2024		2023			Three Months
Non-operating pension costs, net	$	11	$	10		10%

Used Vehicle Sales, net


	Three months ended March 31,				Change 2024/2023
(In millions)	2024		2023			Three Months
Gains on used vehicle sales, net	$	(20)	$	(72)		(72)%

Used vehicle sales, net includes gains or losses from sales of used vehicles, selling costs associated with used vehicles and write-downs of vehicles held for sale to fair market values (referred to as "valuation adjustments"). Used vehicle sales, net decreased in the first quarter of 2024, due to lower pricing of used vehicles partially offset by higher volumes.

Average proceeds per unit decreased in the first quarter of 2024. The following table presents the average used vehicle proceeds per unit changes, using constant currency, compared to the prior year:


			2024/2023
			Three Months
Tractors			(34)%
Trucks			(30)%

Interest Expense


	Three months ended March 31,						Change 2024/2023
(In millions)	2024			2023				Three Months
Interest expense	$	92		$	65			42%
Effective interest rate	5.0		%	4.1		%

Interest expense increased 42% in the first quarter of 2024, reflecting increased debt borrowings to fund recent acquisitions, as well as, higher market interest rates on new debt issuances and refinancing.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

Miscellaneous Income, net


	Three months ended March 31,				Change 2024/2023
(In millions)	2024		2023			Three Months
Miscellaneous income, net	$	(15)	$	(20)		(25)%

Miscellaneous income, net consists of investment income on securities used to fund certain benefit plans, interest income, gains on sales of operating property, foreign currency transaction remeasurement and other non-operating items. Miscellaneous income, net decreased to $15 million in the first quarter of 2024, primarily due to lower gains on sales of properties.

Restructuring and Other Items, net


	Three months ended March 31,				Change 2024/2023
(In millions)	2024		2023			Three Months
Restructuring and other items, net	$	5	$	(25)		NM

NM - Denotes Not Meaningful throughout the MD&A

Refer to Note 14, "Other Items Impacting Comparability," in the Notes to Condensed Consolidated Financial Statements for a discussion of restructuring charges and other items.

Provision for Income Taxes


	Three months ended March 31,						Change 2024/2023
(In millions)	2024			2023				Three Months
Provision for income taxes	$	29		$	61			(52)%
Effective tax rate from continuing operations	25.4		%	30.5		%
Comparable effective tax rate on continuing operations (1)	25.2		%	25.5		%

————————————

Our effective tax rate on continuing operations was 25.4% in the first quarter of 2024 compared to 30.5% in the prior year. The prior year effective income tax rate was impacted by tax charges related to the exit of our U.K. FMS operations. The comparable effective tax rate on continuing operations was consistent with prior year.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

OPERATING RESULTS BY BUSINESS SEGMENT


	Three months ended March 31,				Change 2024/2023
(In millions)	2024		2023			Three Months
Revenue:
Fleet Management Solutions	$	1,455	$	1,503		(3)%
Supply Chain Solutions	1,302		1,201			8%
Dedicated Transportation Solutions	563		454			24%
Eliminations	(222)		(206)			(8)%
Total	$	3,098	$	2,952		5%

Operating Revenue: (1)
Fleet Management Solutions	$	1,251	$	1,262		(1)%
Supply Chain Solutions	972		879			11%
Dedicated Transportation Solutions	427		322			33%
Eliminations	(155)		(117)			(32)%
Total	$	2,495	$	2,346		6%

Earnings from continuing operations before income taxes:
Fleet Management Solutions	$	100	$	182		(45)%
Supply Chain Solutions	64		17			267%
Dedicated Transportation Solutions	18		29			(38)%
Eliminations	(28)		(25)			19%
	154		203			(24)%
Unallocated Central Support Services	(14)		(15)			(12)%
Intangible amortization expense	(11)		(9)			(27)%
Non-operating pension costs (2)	(11)		(10)			2%
Other items impacting comparability, net (3)	(4)		32			NM
Earnings from continuing operations before income taxes	$	114	$	201		(43)%

————————————

(2)Refer to Note 13, "Employee Benefit Plans," for a discussion on this item.

(3)Refer to Note 14, "Other Items Impacting Comparability," and below for a discussion of items excluded from our primary measure of segment performance.

As part of management's evaluation of segment operating performance, we define the primary measurement of our segment financial performance as segment "Earnings from continuing operations before income taxes" (EBT), which includes an allocation of Central Support Services (CSS) and excludes Non-operating pension costs, net, intangible amortization expense, and certain other items as discussed in Note 14, "Other Items Impacting Comparability," in the Notes to Condensed Consolidated Financial Statements. CSS represents those costs incurred to support all business segments, including finance and procurement, corporate services, human resources, information technology, public affairs, legal, marketing, and corporate communications.

The objective of the EBT measurement is to provide clarity on the profitability of each business segment and, ultimately, to hold leadership of each business segment accountable for their allocated share of CSS costs. Segment results are not necessarily indicative of the results of operations that would have occurred had each segment been an independent, stand-alone entity during the periods presented. Certain corporate costs are not attributable to any segment and remain unallocated in CSS, including costs for investor relations, public affairs and certain executive compensation.

Our FMS segment leases revenue earning equipment, and provides rental vehicles, fuel, maintenance and other ancillary services to the SCS and DTS segments. Inter-segment EBT allocated to SCS and DTS includes earnings related to equipment used in providing services to SCS and DTS customers. EBT related to inter-segment equipment and services billed to SCS and

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

DTS customers (equipment contribution) are included in both FMS and the segment that served the customer and then eliminated upon consolidation (presented as "Eliminations").

The following table sets forth the benefits from equipment contribution included in EBT for our SCS and DTS business segments:


	Three months ended March 31,				Change 2024/2023
(In millions)	2024		2023			Three Months
Equipment Contribution:
Supply Chain Solutions	$	9	$	10		(1)%
Dedicated Transportation Solutions	19		15			33%
Total	$	28	$	25		19%

Vehicles acquired from Cardinal Logistics are included in FMS revenue earning equipment. Our FMS segment leases these vehicles and also provides maintenance services to our DTS segment. EBT related to inter-segment equipment and services on these acquired vehicles billed to DTS drove the increase in DTS equipment contribution in the first quarter of 2024. This increase was partially offset by lower gains on sales of used vehicles.

Fleet Management Solutions


	Three months ended March 31,				Change 2024/2023
(Dollars in millions)	2024		2023		Three Months
ChoiceLease	$	842	$	776	9%

Commercial rental (1)	231		304		(24)%
SelectCare and other	178		182		(2)%

Fuel services revenue	204		241		(15)%

FMS total revenue	$	1,455	$	1,503	(3)%

FMS operating revenue (2)	$	1,251	$	1,262	(1)%

FMS EBT	$	100	$	182	(45)%
FMS EBT as a % of FMS total revenue	6.9%		12.1%		(520) bps
FMS EBT as a % of FMS operating revenue (2)	8.0%		14.4%		(640) bps

	Twelve months ended March 31,				Change 2024/2023
	2024		2023
FMS EBT as a % of FMS total revenue	9.9%		15.7%		(580) bps
FMS EBT as a % of FMS operating revenue (2)	11.6%		19.1%		(750) bps

————————————

(1)For the three months ended March 31, 2024 and 2023, rental revenue from lease customers in place of a lease vehicle represented 35% and 37% of commercial rental revenue, respectively.

(2)Non-GAAP financial measure. Refer to the "Non-GAAP Financial Measures" section of this MD&A for reconciliations of the most comparable GAAP measure to the non-GAAP financial measure and the reasons why management believes this measure is important to investors.

FMS total revenue decreased 3% in the first quarter of 2024, due to lower fuel costs passed through to customers and lower operating revenue (a non-GAAP measure excluding fuel). FMS operating revenue decreased 1% in the first quarter of 2024, due to lower commercial rental revenue, largely offset by higher ChoiceLease revenue, including the inter-segment lease revenue with DTS from the Cardinal Logistics acquisition.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

FMS EBT decreased 45% in the first quarter of 2024, primarily from lower gains on used vehicle sales compared to elevated levels in the prior year as well as weaker rental demand, partially offset by ChoiceLease results and maintenance cost savings initiatives. Lower gains on used vehicle sales reflect a 30% and 34% decrease in used truck and tractor pricing, respectively, partially offset by higher volumes. Rental power fleet utilization decreased to 66% from 75% in the first quarter of the prior year, on a 13% smaller average power fleet.

Our North America fleet of owned and leased revenue earning equipment and SelectCare vehicles, including vehicles under on-demand maintenance, is summarized as follows (number of units rounded to the nearest hundred):


				Change
	March 31, 2024	December 31, 2023	March 31, 2023	Mar 2024/ Dec 2022	Mar 2024/ Mar 2023
End of period vehicle count
By type:
Trucks (1)	76,000	75,600	72,900	1%	4%
Tractors (2)	70,300	69,000	70,100	2%	—%
Trailers and other (3)	47,200	40,800	41,800	16%	13%
Total	193,500	185,400	184,800	4%	5%

By product line:
ChoiceLease	147,100	138,900	136,600	6%	8%
Commercial rental	35,400	36,400	41,100	(3)%	(14)%
Service vehicles and other	2,100	2,100	2,000	—%	5%
	184,600	177,400	179,700	4%	3%
Held for sale	8,900	8,000	5,100	11%	75%
Total	193,500	185,400	184,800	4%	5%


Customer vehicles under SelectCare contracts (4)	51,100	51,600	52,600	(1)%	(3)%


Quarterly average vehicle count
By product line:
ChoiceLease	143,200	139,000	135,300	3%	6%
Commercial rental	35,700	37,200	41,200	(4)%	(13)%
Service vehicles and other	2,100	2,000	2,000	5%	5%
	181,000	178,200	178,500	2%	1%
Held for sale	8,800	8,000	4,600	10%	91%
Total	189,800	186,200	183,100	2%	4%




Customer vehicles under SelectCare contracts (4)	51,300	51,800	54,100	(1)%	(5)%
Customer vehicles under SelectCare on-demand (5)	2,800	3,000	5,200	(7)%	(46)%
Total vehicles serviced	243,900	241,000	242,400	1%	1%

————————————

(1)Generally comprised of Class 1 through Class 7 type vehicles with a Gross Vehicle Weight (GVW) up to 33,000 pounds.

(2)Generally comprised of over the road on highway tractors and are primarily comprised of Class 8 type vehicles with a GVW of over 33,000 pounds.

(3)Generally comprised of dry, flatbed and refrigerated type trailers.

(4)Excludes customer vehicles under SelectCare on-demand contracts.

(5)Comprised of the number of unique vehicles serviced under on-demand maintenance agreements for the quarterly periods. This does not represent averages for the periods. Vehicles included in the count may have been serviced more than one time during the respective period.

Note: Quarterly amounts were computed using a 6-point average based on monthly information.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

The following table provides information on our North America active ChoiceLease fleet (number of units rounded to nearest hundred) and our commercial rental power fleet (excludes trailers):


							Change
	March 31, 2024		December 31, 2023		March 31, 2023		Mar 2024/ Dec 2022	Mar 2024/ Mar 2023
Active ChoiceLease fleet
End of period vehicle count (1)	138,500		129,800		129,100		7%	7%
Quarterly average vehicle count (1)	134,400		130,300		128,700		3%	4%

Commercial rental statistics
Quarterly commercial rental utilization - power fleet (2)	66	%	75	%	75	%	(900) bps	(900) bps

————————————

(1)Active ChoiceLease vehicles are calculated as those units currently earning revenue and not classified as not yet earning or no longer earning units.

(2)Rental utilization is calculated using the number of days units are rented divided by the number of days units are available to rent based on the days in the calendar year.

Supply Chain Solutions


	Three months ended March 31,				Change 2024/2023
(Dollars in millions)	2024		2023			Three Months
Omnichannel retail	$	291	$	311		(6)%
Automotive	269		254			6%
Consumer packaged goods	281		218			29%
Industrial and other	131		96			36%
Subcontracted transportation and fuel	330		322			3%

SCS total revenue	$	1,302	$	1,201		8%

SCS operating revenue (1)	$	972	$	879		11%

SCS EBT	$	64	$	17		267%
SCS EBT as a % of SCS total revenue	4.9%		1.4%			350 bps
SCS EBT as a % of SCS operating revenue (1)	6.6%		1.9%			470 bps

End of period vehicle count:
Power vehicles	4,200		4,300			(2)%
Trailers	10,200		9,200			11%
Total	14,400		13,500			7%

	Twelve months ended March 31,				Change 2024/2023
	2024		2023
SCS EBT as a % of SCS total revenue	5.6%		4.0%			161 bps
SCS EBT as a % of SCS operating revenue (1)	7.5%		5.7%			182 bps

————————————

SCS total revenue increased 8% in the first quarter of 2024, reflecting increased operating revenue (a non-GAAP measure excluding subcontracted transportation and fuel) and higher subcontracted transportation costs passed through to customers. SCS operating revenue increased 11% in the first quarter of 2024, driven primarily by recent acquisitions.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

SCS EBT grew to $64 million in the first quarter of 2024, due to a prior year $30 million asset impairment charge. The increase was also due to stronger automotive performance and recent acquisitions.

Dedicated Transportation Solutions


	Three months ended March 31,				Change 2024/2023
(Dollars in millions)	2024		2023			Three Months
DTS total revenue	$	563	$	454		24%

DTS operating revenue (1)	$	427	$	322		33%




DTS EBT	$	18	$	29		(38)%
DTS EBT as a % of DTS total revenue	3.2%		6.4%			(320) bps
DTS EBT as a % of DTS operating revenue (1)	4.2%		9.0%			(480) bps

End of period vehicle count:
Power vehicles	7,700		5,400			43%
Trailers	12,700		6,000			112%
Total	20,400		11,400			79%

	Twelve months ended March 31,				Change 2024/2023
	2024		2023
DTS EBT as a % of DTS total revenue	5.8%		6.2%			(36) bps
DTS EBT as a % of DTS operating revenue (1)	7.8%		8.9%			(101) bps

————————————

The following table summarizes the components of the change in revenue on a percentage basis versus the prior years:


	Three months ended March 31, 2024
	Total		Operating (1)
Organic, including price and volume	(3)	%	—	%
Acquisition	29		33

Fuel	(2)		—
Net change	24	%	33	%

_______________

(1)Non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section of this MD&A for reconciliations of the most comparable GAAP measure to the non-GAAP financial measure and the reasons why management believes this measure is important to investors.

DTS total revenue increased 24% in the first quarter of 2024, primarily due to higher operating revenue (a non-GAAP measure excluding subcontracted transportation and fuel). DTS operating revenue increased 33% in the first quarter of 2024, due to the Cardinal Logistics acquisition.

DTS EBT decreased 38% in the first quarter of 2024, due to Cardinal Logistics' acquisition integration and other related costs, as well as higher insurance costs.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

Central Support Services


	Three months ended March 31,				Change 2024/2023
(Dollars in millions)	2024		2023			Three Months







Total CSS	$	100	$	103		(3)%
Allocation of CSS to business segments	(86)		(88)			(2)%
Unallocated CSS	$	14	$	15		(12)%

Total CSS costs decreased 3% in the first quarter of 2024, primarily due to prior year strategic investments in marketing. Unallocated CSS slightly decreased in the first quarter of 2024 reflecting lower professional fees.

FINANCIAL RESOURCES AND LIQUIDITY

Cash Flows

The following is a summary of our cash flows from continuing operations:


	Three months ended March 31,
(In millions)	2024		2023

Net cash provided by (used in):
Operating activities	$	526	$	478
Investing activities	(810)		(377)
Financing activities	316		(126)
Effect of exchange rate changes on cash	(2)		11
Net change in cash, cash equivalents, and restricted cash	$	30	$	(14)

	Three months ended March 31,
(In millions)	2024		2023
Net cash provided by operating activities from continuing operations
Earnings from continuing operations	$	85	$	140
Non-cash and other, net	545		522

Collections on sales-type leases	38		30
Changes in operating assets and liabilities	(142)		(214)



Net cash provided by operating activities from continuing operations	$	526	$	478

Net cash provided by operating activities from continuing operations were $526 million for the three months ended March 31, 2024, compared to $478 million in the prior year period, primarily reflecting lower working capital needs. Net cash used in investing activities from continuing operations increased to $810 million for the three months ended March 31, 2024, compared with $377 million in 2023, reflecting the acquisition of Cardinal and lower proceeds from sales of property and revenue earning equipment. Net cash provided by financing activities from continuing operations increased to $316 million for the three months ended March 31, 2024, compared with cash used of $126 million in 2023, primarily reflecting higher borrowing needs.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

The following table shows our free cash flow (a non-GAAP measure) computation:


	Three months ended March 31,
(In millions)	2024		2023

Net cash provided by operating activities from continuing operations	$	526	$	478
Sales of revenue earning equipment (1)	162		216

Sales of operating property and equipment (1)	11		48



Total cash generated (2)	699		742
Purchases of property and revenue earning equipment (1)	(686)		(641)
Free cash flow (2)	$	13	$	101

————————————

(1)Included in cash flows from investing activities.

(2)Non-GAAP financial measure. Reconciliations of net cash provided by operating activities to total cash generated and to free cash flow are set forth in

this table. Refer to the "Non-GAAP Financial Measures" section of this MD&A for the reasons why management believes this measure is important to investors.

Free cash flow (a non-GAAP measure) declined to $13 million for the three months ended March 31, 2024, compared to $101 million in 2023, primarily reflecting lower proceeds from sales of property and revenue earning equipment.

The following table provides a summary of gross capital expenditures:


	Three months ended March 31,
(In millions)	2024		2023

Revenue earning equipment:
ChoiceLease	$	582	$	579
Commercial rental	79		177
	661		756
Operating property and equipment	55		46
Gross capital expenditures	716		802
Changes to liabilities related to purchases of property and revenue earning equipment	(30)		(161)
Cash paid for purchases of property and revenue earning equipment	$	686	$	641

Gross capital expenditures decreased to $716 million for the three months ended March 31, 2024, primarily reflecting lower investments in commercial rental.

Financing and Other Funding Transactions

We utilize external capital primarily to support working capital needs and growth in our asset-based product lines. The variety of financing alternatives typically available to fund our capital needs include commercial paper, long-term and medium-term public and private debt, asset-backed securities, bank term loans, leasing arrangements and bank credit facilities. Our principal sources of financing are issuances of unsecured commercial paper and medium-term notes.

Cash and cash equivalents totaled $234 million as of March 31, 2024. As of March 31, 2024, $131 million was held outside the U.S. and is available to fund operations. Our intention is to permanently reinvest the earnings of our foreign subsidiaries, with the exception of our non-operating U.K. subsidiary where the assertion was removed in 2021. Federal, state and foreign income taxes, withholding taxes and the tax impact of foreign currency exchange gains or losses were considered on the remaining U.K. undistributed earnings as of March 31, 2024, and there was no impact to deferred taxes.

We believe that our operating cash flows, together with our access to the public unsecured bond market, commercial paper market and other available debt financing, will be adequate to meet our operating, investing and financing needs in the foreseeable future. However, volatility or disruption in the public unsecured debt market or the commercial paper market may impair our ability to access these markets or secure terms commercially acceptable to us. If we cease to have access to public bonds, commercial paper and other sources of unsecured borrowings, we would meet our liquidity needs by drawing upon contractually committed lending agreements or by seeking other funding sources.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

In February 2024, we issued two tranches of unsecured medium-term notes with aggregate principal amounts of $350 million and $550 million, bearing annual interest of 5.30% and 5.38%, respectively, and maturing on March 15, 2027 and March 15, 2029, respectively. Refer to Note 8, "Debt," in the Notes to Condensed Consolidated Financial Statements for additional information on our global revolving credit facility, trade receivables financing program, medium-term notes, and asset-backed financing obligations.

Our ability to access unsecured debt in the capital markets is impacted by both our short-term and long-term debt ratings. These ratings are intended to provide guidance to investors in determining the credit risk associated with our particular securities based on current information obtained by the rating agencies from us or from other sources. Ratings are not recommendations to buy, sell or hold our debt securities and may be subject to revision or withdrawal at any time by the assigning rating agency. Lower ratings generally result in higher borrowing costs, as well as reduced access to unsecured capital markets. A significant downgrade of our short-term debt ratings would impair our ability to issue commercial paper and likely require us to rely on alternative funding sources. A significant downgrade would not affect our ability to borrow amounts under our global revolving credit facility described below, assuming ongoing compliance with the terms and conditions of the credit facility.

Our debt ratings and rating outlooks as of March 31, 2024, were as follows:

Rating Summary

Short-term

Short-term Outlook

Long-term

Long-term Outlook

Standard & Poor’s Ratings Services

—

BBB+

Stable

Moody’s Investors Service

Stable

Baa2

Stable

Fitch Ratings

—

BBB+

Positive

As of March 31, 2024, we had the following amounts available to fund operations under the following facilities:


	(In millions)

Global revolving credit facility	$	540
Trade receivables financing program	$	197

In accordance with our funding philosophy, we attempt to align the aggregate average remaining re-pricing life of our debt with the aggregate average remaining re-pricing life of our vehicle assets. We utilize both fixed-rate and variable-rate debt to achieve this alignment and generally target a mix of 20% - 40% variable-rate debt as a percentage of total debt outstanding. The variable-rate portion of our total debt (including notional value of swap agreements) was 18% and 16% as of March 31, 2024 and December 31, 2023, respectively.

Our debt-to-equity ratio was 246% and 232% as of March 31, 2024 and December 31, 2023, respectively. The debt-to-equity ratio represents total debt divided by total equity.

Share Repurchases and Cash Dividends.

Refer to Note 9, "Share Repurchase Programs," in the Notes to Condensed Consolidated Financial Statements for a discussion on our share repurchase programs.

In February 2024 and 2023, our board of directors declared a quarterly cash dividend of $0.71 and $0.62 per share of common stock, respectively.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

NON-GAAP FINANCIAL MEASURES

This Quarterly Report on Form 10-Q includes information extracted from condensed consolidated financial information, but not required by generally accepted accounting principles in the United States (GAAP) to be presented in the financial statements. Certain elements of this information are considered "non-GAAP financial measures" as defined by SEC rules. Non-GAAP financial measures should be considered in addition to, but not as a substitute for or superior to, other measures of financial performance or liquidity prepared in accordance with GAAP. Also, our non-GAAP financial measures may not be comparable to financial measures used by other companies. We provide a reconciliation of each of these non-GAAP financial measures to the most comparable GAAP measure in this non-GAAP financial measures section or in the MD&A above. We also provide the reasons why management believes each non-GAAP financial measure is useful to investors in this section.

Specifically, we refer to the following non-GAAP financial measures in this Form 10-Q:


Non-GAAP Financial Measure			Comparable GAAP Measure
Operating Revenue Measures:
Operating Revenue			Total Revenue
FMS Operating Revenue			FMS Total Revenue
SCS Operating Revenue			SCS Total Revenue
DTS Operating Revenue			DTS Total Revenue
FMS EBT as a % of FMS Operating Revenue			FMS EBT as a % of FMS Total Revenue
SCS EBT as a % of SCS Operating Revenue			SCS EBT as a % of SCS Total Revenue
DTS EBT as a % of DTS Operating Revenue			DTS EBT as a % of DTS Total Revenue
Comparable Earnings Measures:
Comparable Earnings Before Income Tax			Earnings Before Income Tax
Comparable Earnings			Earnings from Continuing Operations
Comparable Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)			Net Earnings
Comparable EPS			EPS from Continuing Operations
Comparable Tax Rate			Effective Tax Rate from Continuing Operations
Adjusted Return on Equity (ROE)			Not Applicable. However, non-GAAP elements of the calculation have been reconciled to the corresponding GAAP measures. A numerical reconciliation of net earnings to adjusted net earnings and average shareholders' equity to adjusted average equity is provided in the following reconciliations.
Cash Flow Measures:
Total Cash Generated and Free Cash Flow			Cash Provided by Operating Activities from Continuing Operations

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

Set forth in the table below is an overview of each non-GAAP financial measure and why management believes that the presentation of each non-GAAP financial measure provides useful information to investors.


Operating Revenue Measures:
Operating Revenue FMS Operating Revenue SCS Operating Revenue DTS Operating Revenue FMS EBT as a % of FMS Operating Revenue SCS EBT as a % of SCS Operating Revenue DTS EBT as a % of DTS Operating Revenue			Operating revenue is defined as total revenue for Ryder or each business segment (FMS, SCS and DTS) excluding any (1) fuel and (2) subcontracted transportation. We use operating revenue to evaluate the operating performance of our core businesses and as a measure of sales activity at the consolidated level for Ryder System, Inc., as well as for each of our business segments. We also use segment EBT as a percentage of segment operating revenue for each business segment for the same reason. Note: FMS EBT, SCS EBT and DTS EBT, our primary measures of segment performance, are not non-GAAP measures. Fuel: We exclude FMS, SCS and DTS fuel from the calculation of our operating revenue measures, as fuel is an ancillary service that we provide our customers. Fuel revenue is impacted by fluctuations in market fuel prices and the costs are largely a pass-through to our customers, resulting in minimal changes in our profitability during periods of steady market fuel prices. However, profitability may be positively or negatively impacted by rapid changes in market fuel prices during a short period of time, as customer pricing for fuel services is established based on current market fuel costs. Subcontracted transportation: We exclude subcontracted transportation from the calculation of our operating revenue measures, as these services are also typically a pass-through to our customers and, therefore, fluctuations result in minimal changes to our profitability. While our SCS and DTS business segments subcontract certain transportation services to third party providers, our FMS business segment does not engage in subcontracted transportation and, therefore, this item is not applicable to FMS.
Comparable Earnings Measures:
Comparable Earnings before Income Taxes (EBT) Comparable Earnings Comparable Earnings per Diluted Common Share (EPS) Comparable Tax Rate Adjusted Return on Equity (ROE)			Comparable EBT, Comparable Earnings and Comparable EPS are defined, respectively, as GAAP EBT, earnings and EPS, all from continuing operations, excluding (1) non-operating pension costs, net and (2) other items impacting comparability (as further described below). We believe these non-GAAP measures provide useful information to investors and allow for better year-over-year comparison of operating performance. Non-operating pension costs, net: Our comparable earnings measures exclude non-operating pension costs, net, which include the amortization of net actuarial loss and prior service cost, interest cost and expected return on plan assets components of pension and postretirement benefit costs, as well as any significant charges for settlements or curtailments if recognized. We exclude non-operating pension costs, net because we consider these to be impacted by financial market performance and outside the operational performance of our business. Other Items Impacting Comparability: Our comparable and adjusted earnings measures also exclude other significant items that are not representative of our business operations and vary from period to period. Comparable Tax Rate is computed using the same methodology as the GAAP provision for income taxes. Income tax effects of non-GAAP adjustments are calculated based on the marginal tax rates to which the non-GAAP adjustments are related. Adjusted ROE is defined as adjusted net earnings divided by adjusted average shareholders' equity and represents the rate of return on shareholders' investment. Other items impacting comparability described above are excluded, as applicable, from the calculation of adjusted net earnings and adjusted average shareholders' equity. We also exclude any significant charges for pension settlements or curtailments from the calculation of adjusted net earnings. We use adjusted ROE as an internal measure of how effectively we use the owned capital invested in our operations.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)


Comparable Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)			Comparable EBITDA is defined as net earnings, first adjusted to exclude discontinued operations and the following items, all from continuing operations: (1) non-operating pension costs, net and (2) any other items that are not representative of our business operations (these items are the same items that are excluded from comparable earnings measures for the relevant periods as described immediately above) and then adjusted further for (1) interest expense, (2) income taxes, (3) depreciation, (4) used vehicle sales results and (5) amortization. We believe comparable EBITDA provides investors with useful information, as it is a standard measure commonly reported and widely used by investors and other interested parties to measure financial performance and our ability to service debt and meet our payment obligations. We believe that the inclusion of comparable EBITDA also provides consistency in financial reporting and aids investors in performing meaningful comparisons of past, present and future operating results. Our presentation of comparable EBITDA may not be comparable to similarly-titled measures used by other companies. Comparable EBITDA should not be considered a substitute for, or superior to, the measures of financial performance determined in accordance with GAAP.
Cash Flow Measures:
Total Cash Generated Free Cash Flow			We consider total cash generated and free cash flow to be important measures of comparative operating performance, as our principal sources of operating liquidity are cash from operations and proceeds from the sale of revenue earning equipment. Total Cash Generated is defined as the sum of (1) net cash provided by operating activities, (2) net cash provided by the sale of revenue earning equipment, (3) net cash provided by the sale of operating property and equipment and (4) other cash inflows from investing activities. We believe total cash generated is an important measure of total cash flows generated from our ongoing business activities. Free Cash Flow is defined as the net amount of cash generated from operating activities and investing activities (excluding changes in restricted cash and acquisitions) from continuing operations. We calculate free cash flow as the sum of (1) net cash provided by operating activities, (2) net cash provided by the sale of revenue earning equipment and operating property and equipment, and (3) other cash inflows from investing activities, less (4) purchases of property and revenue earning equipment. We believe free cash flow provides investors with an important perspective on the cash available for debt service and for shareholders, after making capital investments required to support ongoing business operations. Our calculation of free cash flow may be different from the calculation used by other companies and, therefore, comparability may be limited. * See Total Cash Generated and Free Cash Flow reconciliations in the Financial Resources and Liquidity section of Management's Discussion and Analysis.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

The following table provides a reconciliation of GAAP Earnings from continuing operations before income taxes (EBT), Earnings from continuing operations, and Earnings from continuing operations per common share — Diluted (Diluted EPS) to comparable EBT, comparable earnings, and comparable EPS. Certain items included in EBT, Earnings from continuing operations, and Diluted EPS have been excluded from our comparable EBT, comparable earnings and comparable diluted EPS measures. The following table lists a summary of these items, which are discussed in more detail throughout our MD&A and within the Notes to Condensed Consolidated Financial Statements:


	Continuing Operations
	Three months ended March 31,
(In millions, except per share amount)	2024		2023
EBT	$	114	$	201
Non-operating pension costs, net	11		10
Acquisition costs (1)	5		—
FMS U.K. exit (1)	—		(31)
Other, net (1)	(1)		(1)
Comparable EBT	$	129	$	179

Earnings	$	85	$	140
Non-operating pension costs, net	7		8
Acquisition costs (1)	4		—
FMS U.K. exit (1)	—		(14)
Other, net (1)	—		(1)

Comparable Earnings	$	96	$	133

Diluted EPS	$	1.89	$	2.95
Non-operating pension costs, net	0.17		0.17
Acquisition costs (1)	0.09		—
FMS U.K. exit (1)	—		(0.30)
Other, net (1)	(0.01)		(0.01)

Comparable EPS	$	2.14	$	2.81

————————————

(1)Refer to Note 14, “Other Items Impacting Comparability,” in the Notes to Condensed Consolidated Financial Statements for additional information.

Note: Amounts may not be additive due to rounding.

The following table provides a reconciliation of the effective tax rate to the comparable tax rate:


	Three months ended March 31,
(In millions)	2024	2023






Effective tax rate on continuing operations (1)	25.4%	30.5%
Tax adjustments and income tax effects of non-GAAP adjustments (2)	(0.2)%	(5.0)%
Comparable effective tax rate on continuing operations (1)	25.2%	25.5%

————————————

(1)The effective tax rate on continuing operations and comparable tax rate are based on EBT and comparable EBT, respectively, found above.

(2)Refer to the table above for more information on tax adjustments. Income tax effects of non-GAAP adjustments are calculated based on the marginal tax rates to which the non-GAAP adjustments are related.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

The following table provides a reconciliation of Net earnings to comparable EBITDA:


	Three months ended March 31,
(In millions)	2024		2023
Net earnings	$	85	$	139
Loss from discontinued operations, net of tax	—		1
Provision for income taxes	29		61
EBT	114		201
Non-operating pension costs, net	11		10
Other items impacting comparability, net (1)	4		(32)
Comparable EBT	129		179
Interest expense	92		65
Depreciation	424		445
Used vehicle sales, net (2)	(20)		(70)
Amortization	11		9
Comparable EBITDA	$	636	$	628

————————————

(1)Refer to the table above in the Operating Results by Segment for a discussion on items excluded from our comparable measures and their classification within our Condensed Consolidated Statements of Earnings and Note 14, "Other Items Impacting Comparability" in the Notes to Condensed Consolidated Financial Statements for additional information.

(2)Refer to Note 5,"Revenue Earning Equipment, net," in the Notes to Consolidated Financial Statements for additional information.

The following table provides a reconciliation of Total revenue to Operating revenue:


	Three months ended March 31,
(In millions)	2024		2023
Total revenue	$	3,098	$	2,952
Subcontracted transportation and fuel	(603)		(606)


Operating revenue	$	2,495	$	2,346

The following table provides a reconciliation of FMS total revenue to FMS operating revenue:


	Three months ended March 31,				Twelve months ended March 31,
(Dollars in millions)	2024		2023		2024		2023
FMS total revenue	$	1,455	$	1,503	$	5,882	$	6,301
Fuel services revenue	(204)		(241)		(840)		(1,108)

FMS operating revenue	$	1,251	$	1,262	$	5,042	$	5,193

FMS EBT	$	100	$	182	$	583	$	990
FMS EBT as a % of FMS total revenue	6.9%		12.1%		9.9%		15.7%
FMS EBT as a % of FMS operating revenue	8.0%		14.4%		11.6%		19.1%

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

The following table provides a reconciliation of SCS total revenue to SCS operating revenue:


	Three months ended March 31,				Twelve months ended March 31,
(Dollars in millions)	2024		2023		2024		2023
SCS total revenue	$	1,302	$	1,201	$	4,976	$	4,832
Subcontracted transportation and fuel	(330)		(322)		(1,258)		(1,437)

SCS operating revenue	$	972	$	879	$	3,718	$	3,395

SCS EBT	$	64	$	17	$	278	$	192
SCS EBT as a % of SCS total revenue	4.9%		1.4%		5.6%		4.0%
SCS EBT as a % of SCS operating revenue	6.6%		1.9%		7.5%		5.7%

The following table provides a reconciliation of DTS total revenue to DTS operating revenue:


	Three months ended March 31,				Twelve months ended March 31,
(Dollars in millions)	2024		2023		2024		2023
DTS total revenue	$	563	$	454	$	1,894	$	1,815
Subcontracted transportation and fuel	(136)		(132)		(491)		(550)

DTS operating revenue	$	427	$	322	$	1,403	$	1,265

DTS EBT	$	18	$	29	$	110	$	112
DTS EBT as a % of DTS total revenue	3.2%		6.4%		5.8%		6.2%
DTS EBT as a % of DTS operating revenue	4.2%		9.0%		7.8%		8.9%

The following tables provide numerical reconciliations of net earnings to adjusted net earnings and average shareholders' equity to adjusted average shareholders' equity (Adjusted ROE), and of the non-GAAP elements used to calculate the adjusted return on equity to the corresponding GAAP measures:


	Twelve months ended March 31,
(Dollars in millions)	2024		2023
Net earnings	$	351	$	832
Other items impacting comparability, net (1)	193		(121)
Tax impact (2)	(11)		59


Adjusted net earnings [A]	$	533	$	770

Average shareholders' equity	$	3,067	$	2,887
Average adjustments to shareholders' equity (3)	(11)		(15)
Adjusted average shareholders' equity [B]	$	3,056	$	2,872

Adjusted return on equity [A/B]	17%		27%

————————————

(1)Refer to the table below for a composition of Other items impacting comparability, net for the 12-month rolling period.

(2)Represents income taxes on other items impacting comparability.

(3)Represents the impact of other items impacting comparability, net of tax, to equity for the respective periods.

Note: Amounts may not be additive due to rounding.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)


	Twelve months ended March 31,
(In millions)	2024		2023
Acquisition costs	$	7	$	2
FMS U.K. exit	(1)		(114)
Currency translation loss	188		—
Other, net	(1)		(9)
Other items impacting comparability, net	$	193	$	(121)

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

•our expectations with respect to the effects of outsourcing trends in warehousing and distribution on our business and financial results;

•our expectations with respect to the macroeconomic and freight environment;

•our expectations regarding supply of vehicles and vehicle parts and its effect on pricing and demand;

•our expectations regarding used vehicle sales and rental;

•our expectations regarding the impact of seasonal labor shortages and interruptions and subcontracted transportation costs;

•our expectations regarding ChoiceLease;

•our expectations in our SCS and DTS business segments related to revenue, earnings growth, and contract sales activity;

•our expectations of cash flow from operating activities, free cash flow, and full-year guidance;

•the adequacy of our accounting estimates and reserves for goodwill and other asset impairments, residual values and other depreciation assumptions, deferred income taxes and annual effective tax rates, variable revenue considerations, the valuation of our pension plans, allowance for credit losses, and self-insurance loss reserves;

•the adequacy of our fair value estimates of publicly traded debt and other debt;

•our ability to fund all of our operating, investing and financial needs for the foreseeable future through internally generated funds and outside funding sources;

•our expected level of use and availability of outside funding sources, anticipated future payments under debt and lease agreements, and risk of losses resulting from counterparty default under hedging and derivative agreements;

•our ability to meet our objectives with the share repurchase programs;

•the anticipated impact of fuel and energy prices, interest rate movements, and exchange rate fluctuations;

•our expectations as to return on pension plan assets, future pension expense, and estimated contributions;

•our expectations regarding the scope and anticipated outcomes with respect to certain claims, proceedings, and lawsuits;

•our ability to access commercial paper and other available debt financing in the capital markets;

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

•our intent to permanently reinvest the earnings of our non U.K. & Germany foreign subsidiaries indefinitely;

•our expectations regarding the benefits from our strategic investments and initiatives, including the integration of our recent acquisitions, and maintenance and lease pricing initiatives;

•the anticipated impact of inflationary pressures;

•our expectations of the long-term residual values of revenue earnings equipment, including the probability of incurring losses or having to decrease residual value estimates in the event of a potential cyclical downturn or changes to the estimated useful lives; and

•our expectations regarding the U.S. federal, state, and foreign tax positions and realizability of deferred tax assets.

These statements, as well as other forward-looking statements contained in this Quarterly Report, are based on our current plans and expectations and are subject to risks, uncertainties and assumptions. We caution readers that certain important factors could cause actual results and events to differ significantly from those expressed in any forward-looking statements. These risk factors, among others, include the following:

•Market Conditions:

◦Changes in general economic and financial conditions in the U.S. and worldwide leading to decreased demand for our services and products, lower profit margins, increased levels of bad debt, and reduced access to credit and financial markets.

◦Decreases in freight demand which would impact both our transactional and variable-based contractual business.

◦Changes in our customers' operations, financial condition or business environment that may limit their demand for, or ability to purchase, our services and products.

◦Decreases in market demand affecting the commercial rental market and used vehicle sales as well as global economic conditions.

◦Volatility in customer volumes and shifting customer demand in the industries we service.

◦Changes in current financial, tax or other regulatory requirements that could negatively impact our financial and operating results.

◦Financial institution disruptions and the impacts of geopolitical events or conflicts.

•Competition:

◦Advances in technology may impact demand for our services or may require increased investments to remain competitive, and our customers may not be willing to accept higher prices to cover the cost of these investments.

◦Competition from other service providers, some of which may have greater capital resources or lower capital costs, or from our customers, who may choose to provide services themselves.

◦Continued consolidation in the markets where we operate, which may create large competitors with greater financial resources.

◦Our inability to maintain current pricing levels due to economic conditions, demand for services, customer acceptance or competition.

•Profitability:

◦Lower than expected sales volumes or customer retention levels.

◦Decreases in commercial rental fleet utilization and pricing.

◦Lower than expected used vehicle sales pricing levels and fluctuations in the anticipated proportion of retail versus wholesale sales.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

◦Loss of key customers in our SCS and DTS business segments.

◦Decreases in volume in our SCS omnichannel retail vertical.

◦Our inability to adapt our product offerings to meet changing consumer preferences on a cost-effective basis.

◦The inability of our information technology systems to provide timely access to data.

◦The inability of our information security program to safeguard our data.

◦Sudden changes in market fuel prices and fuel shortages.

◦Higher prices for vehicles, diesel engines and fuel as a result of new regulations or inflationary cost pressures.

◦Higher than expected maintenance costs and lower than expected benefits associated with our maintenance initiatives.

◦Lower than expected revenue growth due to production delays at our automotive SCS customers, primarily related to the worldwide semiconductor supply shortage, and supply chain disruptions.

◦The inability of an original equipment manufacturer or supplier to provide vehicles or components as originally scheduled.

◦Our inability to successfully execute our strategic returns and asset management initiatives, maintain our fleet at normalized levels and right-size our fleet in line with demand.

◦Our key assumptions and pricing structure, including any assumptions made with respect to inflation, of our SCS and DTS contracts prove to be inaccurate.

◦Increased unionizing, labor strikes and work stoppages.

◦Difficulties in attracting and retaining professional drivers, warehouse personnel and technicians due to labor shortages, which may result in higher costs to procure drivers and technicians and higher turnover rates affecting our customers.

◦Our inability to manage our cost structure.

◦Our inability to limit our exposure for customer claims.

◦Unfavorable or unanticipated outcomes in legal or regulatory proceedings or uncertain positions.

◦Business interruptions or expenditures due to severe weather or other natural occurrences.

•Financing Concerns:

◦Higher borrowing costs.

◦Increased inflationary pressures.

◦Unanticipated interest rate and currency exchange rate fluctuations.

◦Negative funding status of our pension plans caused by lower than expected returns on invested assets and unanticipated changes in interest rates.

◦Instability in U.S. and worldwide credit markets, resulting in higher borrowing costs and/or reduced access to credit.

•Accounting Matters:

◦Reductions in residual values or useful lives of revenue earning equipment.

◦Increases in compensation levels, retirement rate and mortality resulting in higher pension expense; regulatory changes affecting pension estimates, accruals and expenses.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

◦Changes in accounting rules, assumptions and accruals.

•Other risks detailed from time to time in our SEC filings including our 2023 Annual Report on Form 10-K and in "Item 1A.-Risk Factors" of this Quarterly Report.

New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. As a result, we cannot provide assurance as to our future results or achievements. You should not place undue reliance on the forward-looking statements contained herein, which speak only as of the date of this Quarterly Report. We do not intend, or assume any obligation, to update or revise any forward-looking statements contained in this Quarterly Report, whether as a result of new information, future events or otherwise.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to Ryder's exposures to market risks since December 31, 2023. Please refer to the 2023 Annual Report on Form 10-K for a complete discussion of Ryder's exposures to market risks.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the first quarter of 2024, we carried out an evaluation, under the supervision and with the participation of management, including Ryder's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Ryder's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of the end of the first quarter of 2024, Ryder's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) were effective.

Changes in Internal Control over Financial Reporting

During the three months ended March 31, 2024, there were no changes in Ryder's internal control over financial reporting that have materially affected or are reasonably likely to materially affect such internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For a description of our material pending legal proceedings, please refer to Note 15, "Contingencies and Other Matters," in the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

To our knowledge and except to the extent additional factual information disclosed in this Quarterly Report on Form 10-Q relates to such risk factors, there have been no material changes in the risk factors described in "Item 1A. Risk Factors" in our Form 10-K for the year ended December 31, 2023, filed with the SEC on February 20, 2024. Our operations could also be affected by additional risk factors that are not presently known to us or by factors that we currently consider not material to our business.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information with respect to purchases we made of our common stock during the three months ended March 31, 2024:


(Dollars in millions, except per share)	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Aggregate Maximum Number of Shares That May Yet Be Purchased Under the Discretionary and Anti-Dilutive Programs (1)
January 1 through January 31, 2024	371	$	111.71	—	3,470,118
February 1 through February 29, 2024	638,164	114.58		451,016	3,019,102
March 1 through March 31, 2024	740	118.77		—	3,019,102
Total	639,275	$	114.59	451,016

————————————

(1)We currently maintain two share repurchase programs approved by our board of directors in October 2023. Refer to Note 9, “Share Repurchase Programs,” in the Notes to Condensed Consolidated Financial Statements for a discussion on our share repurchase programs. Share repurchases under both programs can be made from time to time using our working capital and a variety of methods, including open-market transactions and trading plans established pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934. The timing and actual number of shares repurchased are subject to market conditions, legal requirements and other factors, including balance sheet leverage, availability of quality acquisitions and stock price.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans and Non-Rule 10b5-1 Trading Arrangements

Certain of our officers or directors, as applicable, have made elections to participate in, and are participating in, our dividend reinvestment plan and 401(k) savings plan, and have made, and may from time to time make, elections to purchase shares, have shares withheld to cover withholding taxes, or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

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ITEM 6. EXHIBITS


Exhibit Number						Description





31.1						Certification of Robert E. Sanchez pursuant to Rule 13a-14(a) or Rule 15d-14(a)
31.2						Certification of John J. Diez pursuant to Rule 13a-14(a) or Rule 15d-14(a)
32						Certification of Robert E. Sanchez and John J. Diez pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C Section 1350
101.INS						XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						XBRL Taxonomy Extension Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Management contract or compensation plan arrangement pursuant to Item 601(b)(10) of Regulation S-K.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		RYDER SYSTEM, INC.
		(Registrant)

Date:	April 23, 2024	By:	/s/ JOHN J. DIEZ
			John J. Diez
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)

Date:	April 23, 2024	By:	/s/ CRISTINA GALLO-AQUINO
			Cristina Gallo-Aquino
			Senior Vice President and Controller
			(Principal Accounting Officer)