QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024
OR
☐
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, Florida33134
(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 June 30, 2024, was 43,283,183.
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 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 13, "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.
7
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 June 30,
Six months ended June 30,
(In millions)
2024
2023
2024
2023
Revenue:
Fleet Management Solutions:
ChoiceLease
$
856
$
781
$
1,698
$
1,557
Commercial rental
244
301
475
605
SelectCare and other
176
172
354
354
Fuel services revenue
202
205
406
446
Fleet Management Solutions
1,478
1,459
2,933
2,962
Supply Chain Solutions
1,341
1,179
2,643
2,380
Dedicated Transportation Solutions
635
440
1,198
894
Eliminations (1)
(272)
(194)
(495)
(400)
Total revenue
$
3,182
$
2,884
$
6,279
$
5,836
Earnings from continuing operations before income taxes:
Fleet Management Solutions
$
133
$
180
$
233
$
362
Supply Chain Solutions
85
76
149
93
Dedicated Transportation Solutions
37
33
55
62
Eliminations
(34)
(24)
(63)
(49)
221
265
374
468
Unallocated Central Support Services
(22)
(20)
(35)
(35)
Intangible amortization expense (2)
(11)
(8)
(22)
(17)
Non-operating pension costs, net (3)
(10)
(10)
(21)
(20)
Other items impacting comparability, net (4)
—
(183)
(4)
(151)
Earnings from continuing operations before income taxes
$
178
$
44
$
292
$
245
————————————
(1)Represents the elimination of intercompany revenue in our FMS business segment.
(2)Included within "Selling, general and administrative expenses" in our Condensed Consolidated Statements of Earnings.
(3)Refer to Note 12, "Employee Benefit Plans," for a discussion on this item.
(4)Refer to Note 13, "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 June 30,
Six months ended June 30,
(In millions)
2024
2023
2024
2023
Fleet Management Solutions
$
636
$
971
$
1,290
$
1,592
Supply Chain Solutions
3
32
30
44
Dedicated Transportation Solutions
—
1
1
1
Central Support Services
—
7
3
15
Purchases of property and revenue earning equipment
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(unaudited)
3. REVENUE
Disaggregation of Revenue
The following tables disaggregate our revenue recognized by primary geographical market in 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.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(unaudited)
Industry
Our SCS business segment included revenue from the following industries:
Three months ended June 30,
Six months ended June 30,
(In millions)
2024
2023
2024
2023
Omnichannel retail
$
417
$
405
$
833
$
858
Automotive
417
410
823
803
Consumer packaged goods
294
231
584
458
Industrial and other
213
133
403
261
Total SCS revenue
$
1,341
$
1,179
$
2,643
$
2,380
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. For the three months ended June 30, 2024 and 2023, we recognized $241 million and $239 million, respectively. For the six months ended June 30, 2024 and 2023, we recognized $484 million and $483 million, respectively.
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:
Six months ended June 30,
(In millions)
2024
2023
Balance as of beginning of period
$
545
$
544
Recognized as revenue during period from beginning balance
(105)
(93)
Consideration deferred during period, net
131
96
Foreign currency translation adjustment and other
1
2
Balance as of end of period
$
572
$
549
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 $3.0 billion as of June 30, 2024, and primarily includes deferred revenue and amounts for ChoiceLease maintenance revenue that will be recognized as revenue in future periods as we provide maintenance services to our customers.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(unaudited)
The following table provides a reconciliation of our allowance for credit losses and other:
Six months ended June 30,
(In millions)
2024
2023
Balance as of beginning of period
$
42
$
41
Changes to provisions for credit losses
11
9
Write-offs and other
(19)
(16)
Balance as of end of period
$
34
$
34
5. REVENUE EARNING EQUIPMENT, NET
Estimated Useful Lives (In Years)
June 30, 2024
December 31, 2023
(Dollars in millions)
Cost
Accumulated Depreciation
Net
Cost
Accumulated Depreciation
Net
Held for use:
Trucks
3 — 7
$
5,821
$
(2,182)
$
3,639
$
5,630
$
(2,192)
$
3,438
Tractors
4 — 7.5
6,737
(2,641)
4,096
6,995
(2,712)
4,283
Trailers and other
9.5 — 12
1,709
(665)
1,044
1,686
(683)
1,003
Held for sale
840
(651)
189
732
(564)
168
Total
$
15,107
$
(6,139)
$
8,968
$
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. Based on the results of our analysis, we may adjust the estimated residual values and useful lives of certain classes of our revenue earning equipment each year. 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 end of the lease term, 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 sales 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. As a result, future residual value estimates and resulting depreciation expense are subject to change based upon these 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 six months ended June 30, 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
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(unaudited)
also consider expected declines in market prices, as well as forecasted sales channel mix (retail/wholesale) when valuing the vehicles held for sale.
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:
Losses from Valuation Adjustments
June 30, 2024
December 31, 2023
Three months ended June 30,
Six months ended June 30,
(In millions)
2024
2023
2024
2023
Revenue earning equipment held for sale:
Trucks
$
9
$
5
$
3
$
1
$
6
$
3
Tractors
32
38
3
—
9
—
Trailers and other
3
4
1
1
2
1
Total assets at fair value
$
44
$
47
$
7
$
2
$
17
$
4
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 $145 million and $121 million as of June 30, 2024 and December 31, 2023, respectively.
The components of "Used vehicle sales, net" were as follows:
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(unaudited)
7. LEASES
Leases as Lessor
The components of lease income were as follows:
Three months ended June 30,
Six months ended June 30,
(In millions)
2024
2023
2024
2023
Operating leases
Lease income related to ChoiceLease
$
359
$
368
$
740
$
728
Lease income related to commercial rental (1)
$
233
$
287
$
452
$
575
Sales-type leases
Interest income related to net investment in leases
$
19
$
11
$
36
$
26
Variable lease income excluding commercial rental (1)
$
99
$
70
$
171
$
142
————————————
(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 based on management's internal estimates.
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)
June 30, 2024
December 31, 2023
Net investment in the lease — lease payment receivable
$
768
$
723
Net investment in the lease — unguaranteed residual value in assets
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(unaudited)
8. DEBT
Weighted Average Interest Rate
(Dollars in millions)
June 30, 2024
Maturities
June 30, 2024
December 31, 2023
Debt:
Trade receivables financing program
5.77%
2025
$
20
$
50
U.S. commercial paper
5.60%
2026
654
572
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 2024
5.30%
2027
350
—
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 February 2024
5.38%
2029
550
—
Unsecured medium-term note issued May 2024
5.50%
2029
300
—
Unsecured medium-term note issued November 2023
6.60%
2033
600
600
Unsecured foreign obligations
—%
2024
—
50
Unsecured U.S. obligations
5.14%
2027
275
375
Asset-backed U.S. obligations (1)
3.49%
2024-2030
301
382
Finance lease obligations and other
2024-2031
58
49
7,608
7,178
Fair market value adjustments on medium-term notes (2)
(36)
(34)
Debt issuance costs and original issue discounts
(36)
(30)
Total debt (3)
7,536
7,114
Short-term debt and current portion of long-term debt
(1,086)
(1,583)
Long-term debt
$
6,450
$
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 June 30, 2024 and December 31, 2023.
The fair value of total debt (excluding finance lease and asset-backed U.S. obligations) was approximately $7.3 billion and $6.8 billion as of June 30, 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.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(unaudited)
The following table summarizes our debt proceeds and repayments in 2024:
Six months ended June 30, 2024
(In millions)
Debt Proceeds
Debt Repayments
Medium-term notes (1)
$
1,193
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
270
Total debt proceeds
$
1,193
Total debt repaid
$
870
————————————
(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.
On June 28, 2024, certain terms of our global revolving credit facility were amended. Pursuant to the amendment, the Canadian Dollar Offered Rate (CDOR) was replaced as an available benchmark interest rate with the Canadian Overnight Repo Rate Average (CORRA).
As of June 30, 2024, there was $746 million available under the $1.4 billion 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 June 30, 2024, the ratio was 188%.
We had letters of credit and surety bonds outstanding of $453 million and $466 million as of June 30, 2024 and December 31, 2023, respectively, which primarily guarantee the payment of insurance claims.
As of June 30, 2024, the available proceeds under the $300 million trade receivables financing program were $224 million. Utilization of this program included borrowing of $20 million and letters of credit outstanding of $56 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 an 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 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.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(unaudited)
The following table provides the activity for shares repurchased and retired:
Three months ended June 30,
Six months ended June 30,
2024
2023
2024
2023
(In millions)
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
2023 Anti-Dilutive Program
0.3
$
32
—
$
—
0.6
$
70
—
$
—
2021 Anti-Dilutive Program
—
—
0.3
25
—
—
0.8
70
Anti-Dilutive Programs
0.3
32
0.3
25
0.6
70
0.8
70
October 2023 Discretionary Program
0.5
57
—
—
0.6
71
—
—
February 2023 Discretionary Program
—
—
0.8
63
—
—
0.8
63
Discretionary Programs
0.5
57
0.8
63
0.6
71
0.8
63
Total
0.7
$
90
1.1
$
88
1.2
$
141
1.5
$
133
_____________________
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
(30)
—
5
(25)
Amounts reclassified from AOCI, net of tax
—
12
(3)
9
Net current-period other comprehensive gain (loss), net of tax
(30)
12
2
(16)
June 30, 2024
$
(48)
$
(625)
$
2
$
(671)
(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, net of tax, before reclassifications
35
—
1
36
Amounts reclassified from AOCI, net of tax
183
10
(3)
190
Net current-period other comprehensive gain (loss), net of tax
218
10
(2)
226
June 30, 2023
$
(20)
$
(556)
$
6
$
(570)
In the second quarter of 2023, we recognized a non-cash, cumulative currency translation adjustment loss of $183 million as a result of the FMS United Kingdom (U.K.) business exit, which is included in "Currency translation adjustment loss" in our Condensed Consolidated Statements of Earnings. The cumulative currency translation adjustment loss had no impact on our consolidated financial position or cash flows.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(unaudited)
12.EMPLOYEE BENEFIT PLANS
Components of net pension expense for defined benefit pension plans were as follows:
Three months ended June 30,
Six months ended June 30,
(In millions)
2024
2023
2024
2023
Company-administered plans:
Service cost
$
1
$
—
$
1
$
—
Interest cost
21
23
43
45
Expected return on plan assets
(19)
(19)
(38)
(38)
Amortization of net actuarial loss and prior service cost
7
6
15
13
Net pension expense
$
10
$
10
$
21
$
20
Company-administered plans:
U.S.
$
7
$
7
$
15
$
15
Non-U.S.
3
3
6
5
Net pension expense
$
10
$
10
$
21
$
20
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. During the six months ended June 30, 2024, we did not contribute to our pension plans. 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.
13. 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 June 30,
Six months ended June 30,
(In millions)
2024
2023
2024
2023
Acquisition costs (1)
$
1
$
—
6
—
FMS U.K. exit, primarily net commercial claim proceeds (2)
—
(5)
—
(36)
Currency translation adjustment loss
—
188
—
188
Other, net (1)
(1)
—
(2)
(1)
Other items impacting comparability
$
—
$
183
$
4
$
151
________________________
(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.
14.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
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(unaudited)
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.
Securities Litigation Relating to Residual Value Estimates
As previously disclosed, in May 2020, a putative class action on behalf of purchasers of our securities who purchased or otherwise acquired their securities between 2015 and 2020, was commenced against Ryder and certain of our current and former officers (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. In April 2023, the parties reached an agreement in principle to resolve the Securities Class Action. In February 2024, the court entered an order preliminarily approving a 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 2021, five shareholder derivative complaints were filed against certain of our current and former officers and directors (the "Derivative Cases"). The Derivative Cases 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. 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.
Income Taxes
The Organisation for Economic Co-operation and Development (OECD) set forth a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar Two), with certain aspects of Pillar Two effective January 1, 2024, and other aspects effective January 1, 2025. While the U.S. has not enacted legislation to adopt Pillar Two as of June 30, 2024, certain countries in which we operate have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar Two. We do not expect Pillar Two to have a material impact on our effective tax rate or our consolidated results of operation, financial position, and cash flows.
15.SUPPLEMENTAL CASH FLOW INFORMATION
Six months ended June 30,
(In millions)
2024
2023
Interest paid
$
179
$
123
Income taxes paid
$
142
$
67
Cash paid for operating lease liabilities
$
179
$
115
Right-of-use assets obtained in exchange for lease obligations:
Finance leases
$
19
$
11
Operating leases
$
85
$
154
Capital expenditures acquired but not yet paid
$
221
$
361
16. ACQUISITIONS
On February 1, 2024, we acquired all the outstanding equity of CLH Parent Corporation (Cardinal Logistics) for a purchase price of $299 million. Cardinal Logistics is a leading customized dedicated contract carrier in North America, providing dedicated 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 advance 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
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(unaudited)
reflected are subject to change. We have preliminarily estimated goodwill of $172 million and intangible assets, net of $116 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.
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, retail and consumer goods, transportation and logistics, automotive, industrial, housing, technology, and business and personal services.
SELECTED OPERATING PERFORMANCE ITEMS
•Diluted EPS from continuing operations of $2.83 in the second quarter of 2024 compared to $(0.39) in prior year, which reflected a non-cash FMS U.K. business exit charge
•Comparable EPS (a non-GAAP measure) from continuing operations of $3.00 in the second quarter of 2024, as compared to $3.61 in prior year, reflecting weaker market conditions in rental and used vehicle sales, partially offset by higher results in contractual lease, supply chain and dedicated transportation businesses
•Total revenue of $3.2 billion in the second quarter of 2024, compared to $2.9 billion in prior year
•Operating revenue (a non-GAAP measure) of $2.6 billion in the second quarter of 2024, up 10%, reflecting recent acquisitions
•Adjusted Return on Equity (ROE) (a non-GAAP measure) of 16% for the trailing twelve months ended June 30, 2024
•Net cash provided by operating activities from continuing operations of $1.1 billion and free cash flow (a non-GAAP measure) of $71 million in the six months ended June 30, 2024
Business Trends
During the three and six months ended June 30, 2024, market conditions for used vehicle sales and commercial rental remained weak. We also experienced a slowdown in sales activity across all business segments from the freight cycle and general economic uncertainty. We continue to benefit, though, from favorable long-term secular trends in logistics and transportation solutions, including supply chain disruptions. These secular trends provide long-term growth opportunities for our Supply Chain Solutions (SCS) and Dedicated Transportation Solutions (DTS) business segments.
In our Fleet Management Solutions (FMS) business, rental demand and used vehicle pricing declined from the prior year. We anticipate that market conditions, including a freight recessionary environment, will remain weak through most of 2024 for rental and used vehicle sales with gradual improvements expected later in 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 SCS revenue and operating revenue (a non-GAAP measure) growth in the first half 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.
While we are experiencing positive momentum in our businesses, other unknown effects from 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.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
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 June 30,
Six months ended June 30,
Change 2024/2023
(Dollars in millions, except per share)
2024
2023
2024
2023
Three Months
Six Months
Total revenue
$
3,182
$
2,884
$
6,279
$
5,836
10%
8%
Operating revenue (1)
2,561
2,326
5,056
4,672
10%
8%
Earnings from continuing operations before income taxes (EBT)
$
178
$
44
$
292
$
245
311%
19%
Comparable EBT (1)
188
237
317
416
(21)%
(24)%
Earnings (loss) from continuing operations
126
(18)
212
122
815%
73%
Comparable earnings from continuing operations (1)
134
170
230
303
(21)%
(24)%
Comparable EBITDA (1)
704
674
1,340
1,302
4%
3%
Earnings (loss) per common share (EPS) — Diluted
Continuing operations
$
2.83
$
(0.39)
$
4.72
$
2.60
845%
82%
Comparable (1)
3.00
3.61
5.13
6.42
(17)%
(20)%
Net cash provided by operating activities from continuing operations
$
1,078
$
1,221
(12)%
Total capital expenditures (2)
1,301
1,813
(28)%
Free cash flow (1)
71
16
344%
June 30, 2024
December 31, 2023
Change
Debt to equity (3)
245%
232%
1,300 bps
Twelve months ended June 30,
2024
2023
Change
Adjusted return on equity (1)
16%
24%
(800) bps
______________________
(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.
(3)Represents total debt divided by total equity.
Total revenue was $3.2 billion in the second quarter of 2024, as compared to $2.9 billion in the prior year, and $6.3 billion in the six months ended June 30, 2024, as compared to $5.8 billion in the prior year, primarily reflecting higher operating revenue and higher subcontracted transportation. Operating revenue (a non-GAAP measure excluding fuel and subcontracted transportation) increased 10% in the second quarter of 2024 and 8% in the six months ended June 30, 2024, reflecting recent acquisitions and contractual revenue growth in FMS and SCS, partially offset by lower commercial rental revenue in FMS.
EBT increased to $178 million and $292 million in the second quarter and six months ended June 30, 2024, respectively, largely reflecting a 2023 one-time, non-cash $188 million currency translation adjustment loss related to the FMS U.K. exit, partially offset by lower comparable EBT (a non-GAAP measure). Comparable EBT decreased 21% and 24%in the second quarter and six months ended June 30, 2024, respectively, primarily due to decreased commercial rental results and reduced gains on used vehicles sold in FMS, partially offset by higher ChoiceLease results in FMS and SCS earnings.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
CONSOLIDATED RESULTS
Services
Three months ended June 30,
Six months ended June 30,
Change 2024/2023
(Dollars in millions)
2024
2023
2024
2023
Three Months
Six Months
Services revenue
$
2,114
$
1,778
$
4,151
$
3,599
19%
15%
Cost of services
1,793
1,507
3,536
3,114
19%
14%
Gross margin
$
321
$
271
$
615
$
485
18%
27%
Gross margin %
15%
15%
15%
13%
Services revenue represents all the revenue associated with our SCS and DTS business segments, including subcontracted transportation and fuel, as well as SelectCare and fleet support services associated with our FMS business segment. Services revenue increased 19% in the second quarter and 15% in the six months ended June 30, 2024, due to increases in DTS and SCS revenue primarily driven by recent acquisitions.
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, vehicle liability costs and maintenance costs. Cost of services increased 19% in the second quarter of 2024 reflecting higher revenue. Cost of services increased 14% for the six months ended June 30, 2024, reflecting higher revenue and a prior year, first quarter $30 million SCS asset impairment charge.
Services gross margin increased 18% in the second quarter and increased 27% for the six months ended June 30, 2024 reflecting increased pricing in SCS. Services gross margin for the six months ended June 30, 2024, also reflects the prior year SCS asset impairment charge.
Lease & Related Maintenance and Rental
Three months ended June 30,
Six months ended June 30,
Change 2024/2023
(Dollars in millions)
2024
2023
2024
2023
Three Months
Six Months
Lease & related maintenance and rental revenue
$
948
$
976
$
1,884
$
1,955
(3)%
(4)%
Cost of lease & related maintenance and rental
644
661
1,313
1,335
(3)%
(2)%
Gross margin
$
304
$
315
$
571
$
620
(3)%
(8)%
Gross margin %
32%
32%
30%
32%
Lease & related maintenance and rental revenue represent revenue from our ChoiceLease and commercial rental product offerings within our FMS business segment. Revenue decreased 3% in the second quarter and 4% in the six months ended June 30, 2024, reflecting lower rental demand 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 3% in the second quarter and 2% in the six months ended June 30, 2024, reflecting lower operating costs on a 12% smaller average commercial rental fleet, lower maintenance costs on a younger fleet and maintenance cost savings initiatives.
Lease & related maintenance and rental gross margin decreased in the second quarter and the six months ended June 30, 2024, primarily due to lower rental demand. Lease & related maintenance and rental gross margin percentage decreased in the six months ended June 30, 2024, primarily due to lower rental utilization.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
Fuel
Three months ended June 30,
Six months ended June 30,
Change 2024/2023
(Dollars in millions)
2024
2023
2024
2023
Three Months
Six Months
Fuel services revenue
$
120
$
130
$
244
$
282
(8)%
(13)%
Cost of fuel services
116
126
237
275
(8)%
(14)%
Gross margin
$
4
$
4
$
7
$
7
—%
—%
Gross margin %
3%
3%
3%
2%
Fuel services revenue represents fuel services provided to our FMS customers. Fuel services revenue decreased 8% in the second quarter and 13% in the six months ended June 30, 2024, reflecting fewer gallons sold. The decrease in the six months ended June 30, 2024, also reflects lower fuel prices passed through to customers.
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 8% in the second quarter and 14% in the six months ended June 30, 2024, as a result of fewer gallons sold. The decrease in the six months ended June 30, 2024, also reflects lower fuel prices passed through to customers.
Fuel services gross margin in the second quarter and the six months ended June 30, 2024, was consistent with the prior year. Fuel services gross margin as a percentage of revenue was in line with the prior year for the second quarter of 2024 and increased in the six months ended June 30, 2024. 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 the second quarter and six months ended June 30, 2024, was not significantly impacted by these price change dynamics as fuel prices fluctuated during the periods.
Selling, General and Administrative Expenses
Three months ended June 30,
Six months ended June 30,
Change 2024/2023
(Dollars in millions)
2024
2023
2024
2023
Three Months
Six Months
Selling, general and administrative expenses (SG&A)
$
368
$
343
$
746
$
706
7%
6%
Percentage of total revenue
12%
12%
12%
12%
SG&A expenses increased 7% in the second quarter of 2024 and 6% in the six months ended June 30, 2024. The increase in the second quarter and six months ended June 30, 2024, primarily reflects the impact from recent acquisitions partially offset by lower marketing costs due to strategic investments made in the prior year. SG&A expenses as a percentage of total revenue remained at 12% for the second quarter and for the six months ended June 30, 2024.
Non-Operating Pension Costs, net
Three months ended June 30,
Six months ended June 30,
Change 2024/2023
(Dollars in millions)
2024
2023
2024
2023
Three Months
Six Months
Non-operating pension costs, net
$
10
$
10
$
21
$
20
—%
5%
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.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
Used Vehicle Sales, net
Three months ended June 30,
Six months ended June 30,
Change 2024/2023
(Dollars in millions)
2024
2023
2024
2023
Three Months
Six Months
Used vehicle sales, net
$
(19)
$
(55)
$
(39)
$
(127)
(65)%
(69)%
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 second quarter and six months ended June 30, 2024, due to lower proceeds per unit on sales of used vehicles partially offset by higher volumes.
Average proceeds per unit decreased in the second quarter and for the six months ended June 30, 2024. The following table presents the average used vehicle pricing changes for North America compared to the prior year:
Proceeds per unit change 2024/2023 (1)
Three Months
Six Months
Tractors
(19)%
(27)%
Trucks
(27)%
(28)%
————————————
(1) Represents percentage change compared to prior year period in average sales proceeds on used vehicle sales using constant currency.
Interest Expense
Three months ended June 30,
Six months ended June 30,
Change 2024/2023
(Dollars in millions)
2024
2023
2024
2023
Three Months
Six Months
Interest expense
$
96
$
72
$
188
$
137
33%
37%
Effective interest rate
5.2%
4.5%
5.1%
4.3%
Interest expense increased 33% in the second quarter and 37% for the six months ended June 30, 2024, reflecting higher market interest rates on new debt issuances and refinancings, as well as increased debt borrowings to fund recent acquisitions and share repurchases.
Miscellaneous Income, net
Three months ended June 30,
Six months ended June 30,
Change 2024/2023
(Dollars in millions)
2024
2023
2024
2023
Three Months
Six Months
Miscellaneous income, net
$
(4)
$
(11)
$
(19)
$
(31)
(64)%
(39)%
Miscellaneous income, net consists of investment income, interest income, gains on sales of operating property, foreign currency transaction remeasurement and other non-operating items. Miscellaneous income, net decreased to $4 million in the second quarter of 2024, primarily due to lower gains on sales of properties as well as lower investment income. Miscellaneous income, net decreased to $19 million for the six months ended June 30, 2024, due to lower gains on sales of properties.
Currency Translation Adjustment Loss
Three months ended June 30,
Six months ended June 30,
Change 2024/2023
(Dollars in millions)
2024
2023
2024
2023
Three Months
Six Months
Currency translation adjustment loss
$
—
$
188
$
—
$
188
NM
NM
————————————
NM - Denotes Not Meaningful throughout the MD&A
Refer to Note 10, "Accumulated Other Comprehensive Loss" for a discussion on the Currency translation adjustment loss.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
Restructuring and Other Items, net
Three months ended June 30,
Six months ended June 30,
Change 2024/2023
(Dollars in millions)
2024
2023
2024
2023
Three Months
Six Months
Restructuring and other items, net
$
—
$
(1)
$
4
$
(26)
NM
NM
Refer to Note 13, "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 June 30,
Six months ended June 30,
Change 2024/2023
(Dollars in millions)
2024
2023
2024
2023
Three Months
Six Months
Provision for income taxes
$
52
$
62
$
80
$
123
(16)%
(35)%
Effective tax rate on continuing operations
29.1%
140.8%
27.7%
50.0%
Comparable tax rate on continuing operations (1)
29.0%
28.6%
27.4%
27.3%
————————————
(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.
Our effective tax rate on continuing operations was 29.1% in the second quarter of 2024, compared to 140.8% in the prior year, and 27.7% for the six months ended June 30, 2024, compared to 50.0% in the prior year. The higher effective tax rate in the prior year is primarily due to the second quarter 2023 one-time, nondeductible cumulative currency translation adjustment loss from the FMS U.K. business exit. Our comparable tax rate, which excludes the impact of the prior year currency translation adjustment loss, was 29.0% in the second quarter of 2024, and 27.4% for the six months ended June 30, 2024, consistent with the respective prior year periods.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
OPERATING RESULTS BY BUSINESS SEGMENT
Three months ended June 30,
Six months ended June 30,
Change 2024/2023
(Dollars in millions)
2024
2023
2024
2023
Three Months
Six Months
Revenue:
Fleet Management Solutions
$
1,478
$
1,459
$
2,933
$
2,962
1%
(1)%
Supply Chain Solutions
1,341
1,179
2,643
2,380
14%
11%
Dedicated Transportation Solutions
635
440
1,198
894
44%
34%
Eliminations
(272)
(194)
(495)
(400)
(39)%
(23)%
Total
$
3,182
$
2,884
$
6,279
$
5,836
10%
8%
Operating Revenue: (1)
Fleet Management Solutions
$
1,276
$
1,254
$
2,527
$
2,516
2%
—%
Supply Chain Solutions
989
865
1,961
1,744
14%
12%
Dedicated Transportation Solutions
485
327
911
649
48%
40%
Eliminations
(189)
(120)
(343)
(237)
(58)%
(45)%
Total
$
2,561
$
2,326
$
5,056
$
4,672
10%
8%
Earnings from continuing operations before income taxes:
Fleet Management Solutions
$
133
$
180
$
233
$
362
(26)%
(35)%
Supply Chain Solutions
85
76
149
93
13%
61%
Dedicated Transportation Solutions
37
33
55
62
10%
(12)%
Eliminations
(34)
(24)
(63)
(49)
39%
29%
221
265
374
468
(17)%
(20)%
Unallocated Central Support Services
(22)
(20)
(35)
(35)
16%
4%
Intangible amortization expense
(11)
(8)
(22)
(17)
(26)%
(26)%
Non-operating pension costs, net (2)
(10)
(10)
(21)
(20)
1%
1%
Other items impacting comparability, net (3)
—
(183)
(4)
(151)
NM
NM
Earnings from continuing operations before income taxes
$
178
$
44
$
292
$
245
311%
19%
————————————
(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)Refer to Note 12, "Employee Benefit Plans," for a discussion on this item.
(3)Refer to Note 13, "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 13, "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
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 June 30,
Six months ended June 30,
Change 2024/2023
(Dollars in millions)
2024
2023
2024
2023
Three Months
Six Months
Equipment Contribution:
Supply Chain Solutions
$
11
$
11
$
21
$
21
3%
1%
Dedicated Transportation Solutions
23
13
42
28
68%
50%
Total
$
34
$
24
$
63
$
49
39%
29%
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 second quarter and six months ended June 30, 2024.
Fleet Management Solutions
Three months ended June 30,
Six months ended June 30,
Change 2024/2023
(Dollars in millions)
2024
2023
2024
2023
Three Months
Six Months
ChoiceLease
$
856
$
781
$
1,698
$
1,557
10%
9%
Commercial rental (1)
244
301
475
605
(19)%
(21)%
SelectCare and other
176
172
354
354
2%
—%
Fuel services revenue
202
205
406
446
(1)%
(9)%
FMS total revenue
$
1,478
$
1,459
$
2,933
$
2,962
1%
(1)%
FMS operating revenue (2)
$
1,276
$
1,254
$
2,527
$
2,516
2%
—%
FMS EBT
$
133
$
180
$
233
$
362
(26)%
(35)%
FMS EBT as a % of FMS total revenue
9.0%
12.3%
8.0%
12.2%
(330) bps
(420) bps
FMS EBT as a % of FMS operating revenue (2)
10.4%
14.4%
9.2%
14.4%
(400) bps
(520) bps
Twelve months ended June 30,
Change 2024/2023
2024
2023
FMS EBT as a % of FMS total revenue
9.1%
14.4%
(530) bps
FMS EBT as a % of FMS operating revenue (3)
10.6%
17.2%
(660) bps
————————————
(1)For the three months ended June 30, 2024 and 2023, rental revenue from lease customers in place of a lease vehicle represented 30% and 35% of commercial rental revenue, respectively. For the six months ended June 30, 2024 and 2023, rental revenue from lease customers in place of a lease vehicle represented 33% and 36% 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 increased 1% in the second quarter of 2024 due to higher operating revenue (a non-GAAP measure excluding fuel services revenue). FMS total revenue decreased 1% in thesix months ended June 30, 2024, due to lower fuel services revenue passed through to customers partially offset by higher operating revenue. FMS operating revenue increased 2% in the second quarter of 2024 and remained consistent in the six months ended June 30, 2024, due to higher ChoiceLease revenue, including the inter-segment lease revenue with DTS from the Cardinal Logistics acquisition. The increase in FMS operating revenue in both periods was partially offset by lower rental demand.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
FMS EBT decreased 26% in the second quarter and 35% in the six months ended June 30, 2024, reflecting lower gains on used vehicle sales compared to elevated levels in the prior year and lower commercial rental results, partially offset by higher ChoiceLease performance and benefits from maintenance cost savings initiatives. Lower gains on used vehicle sales reflect a 27% and 19% decrease in used truck and tractor pricing, respectively, in the second quarter of 2024 and a 28% and 27% decrease in used truck and tractor pricing, respectively, in the six months ended June 30, 2024. Rental power fleet utilization decreased to 69% in the second quarter and 68% in the six months ended June 30, 2024, as compared to 75% in both the second quarter and the six months ended June 30, 2023. The average power fleet was 11% smaller in the second quarter of 2024 and 12% smaller in the six months ended June 30, 2024.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
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
June 30, 2024
December 31, 2023
June 30, 2023
June 2024/ Dec 2023
June 2024/ June 2023
End of period vehicle count
By type:
Trucks (1)
77,100
75,600
74,100
2%
4%
Tractors (2)
68,700
69,000
71,100
—%
(3)%
Trailers and other (3)
46,200
40,800
42,000
13%
10%
Total
192,000
185,400
187,200
4%
3%
By ownership:
Owned
184,200
184,400
186,100
—%
(1)%
Leased
7,800
1,000
1,100
680%
609%
Total
192,000
185,400
187,200
4%
3%
By product line:
ChoiceLease
145,000
138,900
139,000
4%
4%
Commercial rental
35,400
36,400
39,200
(3)%
(10)%
Service vehicles and other
2,100
2,100
2,000
—%
5%
182,500
177,400
180,200
3%
1%
Held for sale
9,500
8,000
7,000
19%
36%
Total
192,000
185,400
187,200
4%
3%
Customer vehicles under SelectCare contracts (4)
48,500
51,600
51,700
(6)%
(6)%
Quarterly average vehicle count
By product line:
ChoiceLease
146,000
139,000
137,800
5%
6%
Commercial rental
35,500
37,200
40,200
(5)%
(12)%
Service vehicles and other
2,100
2,000
2,100
5%
—%
183,600
178,200
180,100
3%
2%
Held for sale
9,400
8,000
5,900
18%
59%
Total
193,000
186,200
186,000
4%
4%
Customer vehicles under SelectCare contracts (4)
50,400
51,800
52,600
(3)%
(4)%
Customer vehicles under SelectCare on-demand (5)
2,700
3,000
3,900
(10)%
(31)%
Total vehicles serviced
246,100
241,000
242,500
2%
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.
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
June 30, 2024
December 31, 2023
June 30, 2023
June 2024/ Dec 2023
June 2024/ June 2023
Active ChoiceLease fleet
End of period vehicle count (1)
136,800
129,800
130,500
5%
5%
Quarterly average vehicle count (1)
137,600
130,300
129,700
6%
6%
Commercial rental statistics
Quarterly commercial rental utilization - power fleet (2)
69
%
75
%
75
%
(600) bps
(600) bps
Year-to-date commercial rental utilization - power fleet (2)
68
%
75
%
75
%
(700) bps
(700) 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 June 30,
Six months ended June 30,
Change 2024/2023
(Dollars in millions)
2024
2023
2024
2023
Three Months
Six Months
Omnichannel retail
$
287
$
275
$
577
$
586
4%
(2)%
Automotive
280
262
548
516
7%
6%
Consumer packaged goods
286
223
567
441
29%
29%
Industrial and other
136
105
269
201
32%
34%
Subcontracted transportation and fuel
352
314
682
636
12%
7%
SCS total revenue
$
1,341
$
1,179
$
2,643
$
2,380
14%
11%
SCS operating revenue (1)
$
989
$
865
$
1,961
$
1,744
14%
12%
SCS EBT
$
85
$
76
$
149
$
93
13%
61%
SCS EBT as a % of SCS total revenue
6.4%
6.4%
5.7%
3.9%
— bps
180 bps
SCS EBT as a % of SCS operating revenue (1)
8.6%
8.7%
7.6%
5.3%
(10) bps
230 bps
End of period vehicle count:
Power vehicles
4,100
4,100
4,100
4,100
—%
—%
Trailers
9,400
9,500
9,400
9,500
(1)%
(1)%
Total
13,500
13,600
13,500
13,600
(1)%
(1)%
Twelve months ended June 30,
Change 2024/2023
2024
2023
SCS EBT as a % of SCS total revenue
5.6%
4.3%
130 bps
SCS EBT as a % of SCS operating revenue (1)
7.5%
6.0%
150 bps
————————————
(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.
SCS total revenue increased 14% in the second quarter of 2024 and 11% in the six months ended June 30, 2024, primarily as a result of higher operating revenue (a non-GAAP measure excluding fuel and subcontracted transportation) and higher
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
subcontracted transportation costs passed through to customers. SCS operating revenue increased 14% in the second quarter of 2024 and 12% for the six months ended June 30, 2024, driven primarily by recent acquisitions. SCS operating revenue in the second quarter of 2024 also benefited from organic growth across all industry verticals.
SCS EBT increased 13% in the second quarter of 2024 and 61% in the six months ended June 30, 2024, primarily reflecting stronger automotive performance. For the six months ended June 30, 2024, SCS EBT also increased due to a prior year $30 million asset impairment charge.
Dedicated Transportation Solutions
Three months ended June 30,
Six months ended June 30,
Change 2024/2023
(Dollars in millions, except fleet count)
2024
2023
2024
2023
Three Months
Six Months
DTS total revenue
$
635
$
440
$
1,198
$
894
44%
34%
DTS operating revenue (1)
$
485
$
327
$
911
$
649
48%
40%
DTS EBT
$
37
$
33
$
55
$
62
10%
(12)%
DTS EBT as a % of DTS total revenue
5.8%
7.6%
4.6%
7.0%
(180) bps
(240) bps
DTS EBT as a % of DTS operating revenue (1)
7.6%
10.3%
6.0%
9.6%
(270) bps
(360) bps
End of period vehicle count:
Power vehicles
7,600
5,300
7,600
5,300
43%
43%
Trailers
12,300
6,000
12,300
6,000
105%
105%
Total
19,900
11,300
19,900
11,300
76%
76%
Twelve months ended June 30,
Change 2024/2023
2024
2023
DTS EBT as a % of DTS total revenue
5.5%
6.8%
(130) bps
DTS EBT as a % of DTS operating revenue (1)
7.3%
9.5%
(220) bps
————————————
(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.
The followingtable summarizes the components of the change in revenue on a percentage basis versus the prior years:
Three months ended June 30, 2024
Six months ended June 30, 2024
Total
Operating (1)
Total
Operating (1)
Organic, including price and volume
(1)
%
(2)
%
(2)
%
(2)
%
Acquisition
46
50
37
42
Fuel
(1)
—
(1)
—
Net change
44
%
48
%
34
%
40
%
DTS total revenue increased 44% in the second quarter of 2024 and 34% for the six months ended June 30, 2024, primarily due to higher operating revenue (a non-GAAP measure excluding fuel and subcontracted transportation). DTS operating revenue increased 48% in the second quarter of 2024 and 40% in the six months ended June 30, 2024, due to the Cardinal Logistics acquisition.
DTS EBT increased 10% in the second quarter of 2024, due to improved operating performance partially offset by Cardinal Logistics' acquisition integration and other related costs. DTS EBT decreased 12% for the six months ended June 30, 2024, primarily due to Cardinal Logistics' acquisition integration and other related costs.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
Central Support Services
Three months ended June 30,
Six months ended June 30,
Change 2024/2023
(Dollars in millions)
2024
2023
2024
2023
Three Months
Six Months
Total CSS
107
104
207
207
4%
—%
Allocation of CSS to business segments
(85)
(84)
(172)
(172)
1%
(1)%
Unallocated CSS
$
22
$
20
$
35
$
35
16%
4%
Total CSS costs increased 4% in the second quarter of 2024, primarily due to higher professional fees and lower investment income partially offset by strategic marketing investments made in the prior year. Total CSS costs were consistent with the prior year period for the six months ended June 30, 2024.
Unallocated CSS costs increased 16% in the second quarter of 2024, primarily reflecting higher professional fees and lower investment income. Unallocated CSS costs for the six months ended June 30, 2024, were consistent with the prior year.
FINANCIAL RESOURCES AND LIQUIDITY
Cash Flows
The following is a summary of our cash flows from continuing operations:
Six months ended June 30,
(In millions)
2024
2023
Net cash provided by (used in):
Operating activities
$
1,078
$
1,221
Investing activities
(1,305)
(1,207)
Financing activities
194
(57)
Effect of exchange rate changes on cash
(7)
(6)
Net change in cash, cash equivalents, and restricted cash
$
(40)
$
(49)
Six months ended June 30,
(In millions)
2024
2023
Net cash provided by operating activities from continuing operations
Earnings from continuing operations
$
212
$
122
Non-cash and other, net
1,098
1,033
Currency translation adjustment loss
—
188
Collections on sales-type leases
76
63
Changes in operating assets and liabilities
(308)
(185)
Net cash provided by operating activities from continuing operations
$
1,078
$
1,221
Net cash provided by operating activities from continuing operations were $1.1 billion for the six months ended June 30, 2024, compared to $1.2 billion in the prior year period, primarily reflecting higher working capital needs. Net cash used in investing activities from continuing operations increased to $1.3 billion for the six months ended June 30, 2024, compared with $1.2 billion in 2023, reflecting the acquisition of Cardinal Logistics and decreased cash proceeds from sales of used vehicles and property, partially offset by lower cash paid for capital expenditures. Net cash provided by financing activities from continuing operations increased to $194 million for the six months ended June 30, 2024, compared with cash used of $57 million in 2023, primarily reflecting higher borrowing needs.
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:
Six months ended June 30,
(In millions)
2024
2023
Net cash provided by operating activities from continuing operations
$
1,078
$
1,221
Sales of revenue earning equipment (1)
305
394
Sales of operating property and equipment (1)
12
53
Total cash generated (2)
1,395
1,668
Purchases of property and revenue earning equipment (1)
(1,324)
(1,652)
Free cash flow (2)
$
71
$
16
————————————
(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) increased to $71 million for the six months ended June 30, 2024, compared to $16 million in 2023, reflecting reduced capital expenditures partially offset by lower cash from operating activities and proceeds from sales of used vehicles and property.
The following table provides a summary of gross capital expenditures:
Six months ended June 30,
(In millions)
2024
2023
Revenue earning equipment:
ChoiceLease
$
933
$
1,382
Commercial rental
294
310
1,227
1,692
Operating property and equipment
74
121
Gross capital expenditures
1,301
1,813
Changes to liabilities related to purchases of property and revenue earning equipment
23
(161)
Cash paid for purchases of property and revenue earning equipment
$
1,324
$
1,652
Gross capital expenditures decreased to $1.3 billion for the six months ended June 30, 2024, compared to $1.8 billion in 2023, primarily reflecting reduced investments in the ChoiceLease fleet due to lower sales activity.
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 $164 million as of June 30, 2024. As of June 30, 2024, $80 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 June 30, 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.
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. In May 2024, we issued an unsecured medium-term note with aggregate principal amount of $300 million, bearing annual interest of 5.50%, and maturing on June 1, 2029.
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 June 30, 2024, were as follows:
Rating Summary
Short-term
Short-term Outlook
Long-term
Long-term Outlook
Standard & Poor’s Ratings Services
A2
—
BBB+
Stable
Moody’s Investors Service
P2
Stable
Baa2
Stable
Fitch Ratings
F2
—
BBB+
Positive
As of June 30, 2024, we had the following amounts available to fund operations under the following facilities:
(In millions)
Global revolving credit facility
$
746
Trade receivables financing program
$
224
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 16% as of both June 30, 2024 and December 31, 2023.
Our debt-to-equity ratio was 245% and 232% as of June 30, 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 July 2024, our board of directors declared a quarterly cash dividend of $0.81 per share of common stock, an increase of 14% compared to $0.71 per share of common stock paid since July 2023.
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
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.
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.
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.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
The following table provides a reconciliation of GAAP earnings before taxes (EBT), earnings, and earnings per diluted share (Diluted EPS) from continuing operations to comparable EBT, comparable earnings, and comparable EPS. Certain items included in EBT, earnings, and Diluted EPS from continuing operations have been excluded from our comparable EBT, comparable earnings and comparable 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 June 30,
Six months ended June 30,
(In millions, except per share amounts)
2024
2023
2024
2023
EBT
$
178
$
44
$
292
$
245
Non-operating pension costs, net
10
10
21
20
Acquisition costs (1)
1
—
6
—
FMS U.K. exit (1)
—
(5)
—
(36)
Currency translation adjustment loss (1)
—
188
—
188
Other, net (1)
(1)
—
(2)
(1)
Comparable EBT
$
188
$
237
$
317
$
416
Earnings (loss) from continuing operations
$
126
$
(18)
$
212
$
122
Non-operating pension costs, net
7
8
15
16
Acquisition costs (1)
1
—
5
—
FMS U.K. exit (1)
—
(4)
—
(18)
Currency translation adjustment loss (1)
—
183
—
183
Other, net (1)
—
1
(2)
—
Comparable Earnings
$
134
$
170
$
230
$
303
Diluted EPS
$
2.83
$
(0.39)
$
4.72
$
2.60
Non-operating pension costs, net
0.17
0.17
0.33
0.34
Acquisition costs (1)
0.01
—
0.11
—
FMS U.K. exit (1)
—
(0.09)
—
(0.39)
Currency translation adjustment loss
—
3.90
—
3.87
Other, net (1)
(0.01)
0.02
(0.03)
—
Comparable EPS
$
3.00
$
3.61
$
5.13
$
6.42
————————————
(1)Refer to Note 13, “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 June 30,
Six months ended June 30,
2024
2023
2024
2023
Effective tax rate on continuing operations (1)
29.1
%
140.8
%
27.7
%
50.0
%
Tax adjustments and income tax effects of non-GAAP adjustments (2)
(0.1)
%
(112.2)
%
(0.3)
%
(22.7)
%
Comparable tax rate on continuing operations (1)
29.0
%
28.6
%
27.4
%
27.3
%
————————————
(1)The effective tax rate on continuing operations and comparable tax rate are based on EBT and comparable EBT, respectively, found on the previous table.
(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.
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 June 30,
Six months ended June 30,
(In millions)
2024
2023
2024
2023
Net earnings (loss)
$
127
$
(18)
$
212
$
121
(Earnings) loss from discontinued operations, net of tax
(1)
—
—
1
Provision for income taxes
52
62
80
123
EBT
178
44
292
245
Non-operating pension costs, net
10
10
21
20
Acquisition costs
1
—
6
—
FMS U.K. exit (1)
—
(5)
—
(36)
Currency translation adjustment loss (1)
—
188
—
188
Other, net (1)
(1)
—
(2)
(1)
Comparable EBT
188
237
317
416
Interest expense
96
72
188
137
Depreciation
428
412
852
857
Used vehicle sales, net (2)
(19)
(55)
(39)
(125)
Amortization
11
8
22
17
Comparable EBITDA
$
704
$
674
$
1,340
$
1,302
————————————
(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 13,"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 Condensed Consolidated Financial Statements for additional information.
The following table provides a reconciliation of total revenue to operating revenue:
Three months ended June 30,
Six months ended June 30,
(In millions)
2024
2023
2024
2023
Total revenue
$
3,182
$
2,884
$
6,279
$
5,836
Subcontracted transportation and fuel
(621)
(558)
(1,223)
(1,164)
Operating revenue
$
2,561
$
2,326
$
5,056
$
4,672
The following table provides a reconciliation of FMS total revenue to FMS operating revenue:
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 June 30,
Six months ended June 30,
Twelve months ended June 30,
(Dollars in millions)
2024
2023
2024
2023
2024
2023
SCS total revenue
$
1,341
$
1,179
$
2,643
$
2,380
$
5,138
$
4,837
Subcontracted transportation and fuel
(352)
(314)
(682)
(636)
(1,296)
(1,375)
SCS operating revenue
$
989
$
865
$
1,961
$
1,744
$
3,842
$
3,462
SCS EBT
$
85
$
76
$
149
$
93
$
287
$
207
SCS EBT as a % of SCS total revenue
6.4%
6.4%
5.7%
3.9%
5.6%
4.3%
SCS EBT as a % of SCS operating revenue
8.6%
8.7%
7.6%
5.3%
7.5%
6.0%
The following table provides a reconciliation of DTS total revenue to DTS operating revenue:
Three months ended June 30,
Six months ended June 30,
Twelve months ended June 30,
(Dollars in millions)
2024
2023
2024
2023
2024
2023
DTS total revenue
$
635
$
440
$
1,198
$
894
$
2,089
$
1,805
Subcontracted transportation and fuel
(150)
(113)
(287)
(245)
(529)
(519)
DTS operating revenue
$
485
$
327
$
911
$
649
$
1,560
$
1,286
DTS EBT
$
37
$
33
$
55
$
62
$
114
$
122
DTS EBT as a % of DTS total revenue
5.8%
7.6%
4.6%
7.0%
5.5%
6.8%
DTS EBT as a % of DTS operating revenue
7.6%
10.3%
6.0%
9.6%
7.3%
9.5%
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 June 30,
(Dollars in millions)
2024
2023
Net earnings
$
495
$
574
Other items impacting comparability, net (1)
10
96
Tax impact (2)
(6)
38
Adjusted net earnings [A]
$
499
$
708
Average shareholders' equity
$
3,082
$
2,976
Average adjustments to shareholders' equity (3)
(7)
(19)
Adjusted average shareholders' equity [B]
$
3,075
$
2,957
Adjusted return on equity [A/B]
16%
24%
————————————
(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, net.
(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.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
Twelve months ended June 30,
(In millions)
2024
2023
Acquisition costs
$
8
$
—
FMS U.K. exit
4
(87)
Currency translation adjustment loss
—
188
Other, net
(2)
(5)
Other items impacting comparability, net (1)
$
10
$
96
————————————
(1)Refer to Note 13, "Other Items Impacting Comparability," in the Notes to Condensed Consolidated Financial Statements for additional information.
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 regarding used vehicle sales and commercial rental;
•our expectations with respect to the freight cycle and general economic environment;
•our expectations with respect to the impacts of outsourcing and other secular trends in our SCS and DTS business segments and on our business and financial results;
•our expectations regarding the supply of vehicles and vehicle parts and its effect on pricing and demand;
•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, intangible assets 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 and future pension expense;
•our expectations regarding the scope and anticipated outcomes with respect to certain claims, proceedings and lawsuits;
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
•our ability to access commercial paper and other available debt financing in the capital markets;
•our intent to permanently reinvest the earnings of our foreign subsidiaries;
•our expectations regarding the benefits from our strategic investments and initiatives, including our maintenance and lease pricing initiatives;
•our expectations regarding recent acquisitions, including Cardinal Logistics;
•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 U.S. federal, state and foreign tax positions and the 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.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
•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.
◦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 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.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
◦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.
◦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 second 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 second 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 June 30, 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 14, "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.
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 June 30, 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)
April 1 through April 30, 2024
139,616
$
121.98
138,049
2,881,053
May 1 through May 31, 2024
273,029
124.85
271,792
2,609,261
June 1 through June 30, 2024
319,415
121.56
319,236
2,290,025
Total
732,060
$
122.87
729,077
————————————
(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).
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
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:
July 25, 2024
By:
/s/ JOHN J. DIEZ
John J. Diez
Executive Vice President and Chief Financial Officer
