RYDER SYSTEM INC

1. ORGANIZATION AND BASIS OF PRESENTATION

Interim Financial Statements

Ryder System, Inc. (Ryder) is a leading provider of outsourced logistics and transportation services throughout North America. We offer port‑to‑door solutions that include every step of the supply chain, including international inbound flows and cross‑border logistics, fleet and transportation management, warehousing, manufacturing support and multi-channel final delivery. The accompanying unaudited condensed consolidated financial statements include the accounts of Ryder, 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 2025 Annual Report on Form 10-K and should be read in conjunction with the consolidated financial statements and notes thereto. 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. The year-end Condensed Consolidated Balance Sheet data was derived from our audited financial statements, but does not include all disclosures required by GAAP.

We report our financial performance based onthree business segments: (1) Fleet Management Solutions (FMS), which provides full service leasing, commercial rental and vehicle maintenance services; (2) Supply Chain Solutions (SCS), which provides fully integrated logistics solutions; and (3) Dedicated Transportation Solutions (DTS), which provides turnkey transportation solutions, 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. RECENT ACCOUNTING PRONOUNCEMENTS

In November 2024, the FASB issued Accounting Standards Update (ASU) No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). The amendments provide for more detailed disaggregation of expenses. The standard is effective for fiscal years beginning in 2027, with early adoption permitted. We are currently evaluating the disclosure impact of the adoption of this update. This ASU is not expected to impact our consolidated financial position, results of operations, or cash flows.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). The amendments modernize how companies account for software development costs to a flexible principles-based framework that aligns with modern software development practices. The standard is effective for fiscal years beginning in 2028, with early adoption permitted. We are currently evaluating the disclosure impact of the adoption of this update. This ASU is not expected to impact our consolidated financial position, results of operations, or cash flows.

3. 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. 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.

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 (in millions):

(1)Represents the intercompany revenues in our FMS business segment and inter-segment EBT.

(2)Other segment items for each reportable segment include indirect costs and also include Equipment Contribution for SCS and DTS.

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

(4)Refer to Note 13, Employee Benefit Plans," for further discussion.

(1)Represents the intercompany revenues in our FMS business segment and inter-segment EBT.

(2)Other segment items for each reportable segment include indirect costs and also include Equipment Contribution for SCS and DTS.

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

(4)Refer to Note 13, Employee Benefit Plans," for further discussion.

Intangible amortization expense for the three and six months ended June 30, 2026, includes a $10 million non-cash impairment charge of a finite-lived intangible asset due to the reduction in projected cash flows from an acquired customer relationship.

The following table sets forth depreciation expense and other non-cash charges, net, interest expense and purchase of property and revenue earning equipment for the three and six months ended June 30, 2026 and 2025, as provided to the chief operating decision maker (CODM) for each of our business segments. Total assets of our business segments are not provided to the CODM.

(1)Other non-cash charges, net primarily includes operating lease right-of-use (ROU) assets amortization. For the three and six months ended June 30, 2026, CSS includes the $10 million non-cash impairment charge related to an acquired finite-lived intangible asset.

4. REVENUE

Disaggregation of Revenue

The following tables disaggregate our revenue recognized by primary geographical market by our reportable business segments, by FMS product line and by SCS industry.

Primary Geographical Markets

Product Line

Our FMS revenue disaggregated by product line is as follows:

Industry

Our SCS business segment included revenue from the following industries:

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, 2026 and 2025, we recognized $262 million and $248 million, respectively. For the six months ended June 30, 2026 and 2025, we recognized $524 million and $498 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:

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 $3.4 billion as of both June 30, 2026, and December 31, 2025, and primarily includes amounts for ChoiceLease maintenance revenue that will be recognized as revenue in future periods as we provide maintenance services to our customers and deferred revenue.

5. RECEIVABLES, NET

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

6. REVENUE EARNING EQUIPMENT, NET

Residual Value Estimate Changes

We periodically review and adjust, as appropriate, the estimated residual values of existing revenue earning equipment for the purposes of recording depreciation expense. Reductions in estimated residual values will increase depreciation expense over the remaining useful life of the vehicle. Conversely, an increase in estimated residual values will decrease depreciation expense over the remaining useful life of the vehicle. Our review of the estimated residual values of revenue earning equipment is based on vehicle class (i.e., generally subcategories of trucks, tractors and trailers by weight and usage), historical and current market prices, third-party expected future market prices, expected lives of vehicles, and expected sales in the wholesale or retail markets, among other factors. A variety of factors, many of which are outside of our control, could cause residual value estimates to differ from actual used vehicle sales pricing, such as changes in supply and demand of used vehicles; volatility in market conditions; changes in vehicle technology; competitor pricing; regulatory requirements; wholesale market prices; customer requirements and preferences; and changes in underlying assumption factors. We have disciplines related to the management and maintenance of our vehicles designed to manage the risk associated with the residual values of our revenue earning equipment. Effective January 1, 2026, we reduced the estimated residual values for certain tractors. These updates did not have a material impact to depreciation expense.

Used Vehicle Sales and Valuation Adjustments

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

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:

The table above reflects only the revenue earning equipment held for sale where net book values exceeded fair values and valuation adjustments were recorded. The net book value of assets held for sale that were less than fair value was $114 million and $116 million as of June 30, 2026 and December 31, 2025, respectively.

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

7. ACCRUED EXPENSES AND OTHER LIABILITIES

(1)Refer to Note 8, "Leases" for further information.

8. LEASES

Leases as Lessor

The components of lease income were as follows:

(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:

9. DEBT

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

(2)Included in "Other non-current liabilities" within the Condensed Consolidated Balance Sheets. The notional amount of executed interest rate swaps designated as fair value hedges was $500 million as of both June 30, 2026 and December 31, 2025.

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

The fair value of total debt (excluding finance lease and asset-backed U.S. obligations) was approximately $7.4 billion and $7.6 billion as of June 30, 2026 and December 31, 2025, 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.

Credit Arrangements

Our borrowing capacity under the revolving credit facility and trade receivables financing program was as follows:

(1)Includes borrowings of $20 million and letters of credit outstanding of $78 million.

In April 2026, we extended the trade receivables financing facility for an additional year to April 2027.

10. SHARE REPURCHASE PROGRAMS

We currently maintaintwo share repurchase programs approved by our board of directors. The first program authorizes management to repurchase up to 1.5 million shares of common stock issued to employees under our employee stock plans since August 31, 2025, under an anti-dilutive program (the "2025 Anti-Dilutive Program"). The second program grants management discretion to repurchase up to 2 million shares of common stock over a period oftwo years under a new discretionary share repurchase program (the "May 2026 Discretionary Program"). 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, organic growth opportunities, availability of acquisitions and stock price.

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

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

(1)Commenced October 2025 and expires October 2027.

(2)Commenced May 2026 and expires May 2028.

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

11. 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):

12. EARNINGS PER SHARE

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

13. EMPLOYEE BENEFIT PLANS

Components of net pension expense for defined benefit pension plans were as follows:

"Non-operating pension costs, net" include the amortization of net actuarial loss and prior service cost, interest cost and expected return on plan assets components of pension and postretirement benefit costs, as well as any significant charges for settlements or curtailments if recognized. We 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.

During the second quarter of 2026, we made lump-sum benefit settlement payments totaling $19 million for certain participants in our Canadian defined benefit pension plan. This represented 31% of the plan's projected benefit obligation, and resulted in an $8 million non-cash, pre-tax settlement charge for a portion of the plan’s actuarial loss in “Accumulated other comprehensive loss.” The charge was recorded within "Non-operating pension costs, net" in the Condensed Consolidated Statements of Earnings, and reduced the plan’s actuarial loss in “Accumulated other comprehensive loss” to $18 million as of June 30, 2026. We expect to settle the plan’s remaining projected benefit obligation of $40 million when the administrative rights for the annuity payments are transferred under our bulk annuity contract with a Canadian insurance company.

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 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.

15. SUPPLEMENTAL CASH FLOW INFORMATION