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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 2025 Annual Report on Form 10-K. All percentages have been calculated using unrounded amounts. Certain prior period amounts have been reclassified to conform with the current period presentation.
OVERVIEW
Selected Operating Performance Items For The Second Quarter 2026
•Diluted EPS from continuing operations of $3.40, up 8% from prior year
•Comparable EPS (a non-GAAP measure) from continuing operations of $3.73, up 12% from prior year, reflects share repurchases and higher earnings in Fleet Management Solutions (FMS)
•Total revenue of $3.3 billion, up 5% from prior year, due to higher revenue in Supply Chain Solutions (SCS) and FMS
•Operating revenue (a non-GAAP measure) of $2.7 billion, up 3% from prior year, primarily reflecting contractual revenue growth in SCS
Business Trends
During the three and six months ended June 30, 2026, the strength and resiliency of our transformed business model enabled the business to deliver solid results in the current environment. FMS had earnings growth driven by strong performance in our contractual business as well as better used vehicle sales results. In addition, SCS and DTS delivered solid earnings reflecting consistent execution of our strategic initiatives.
We continue to benefit from favorable long-term secular trends in logistics and transportation solutions and have experienced strong contractual sales activity across all three of our business segments. We also experienced improving trends in used vehicle sales as market conditions continued to strengthen, and rental utilization returned to normalized levels driven by our planned asset management actions. In addition, we remain on track to achieve $70 million in expected earnings benefits from strategic initiatives this year, and are well positioned for growth from a cycle upturn.
Favorable secular trends and the value our solutions bring to our customers remain strong and provide long-term revenue and earnings growth opportunities for all of our business segments. While we are experiencing positive momentum in our businesses, inflationary cost pressures, regulatory changes, geopolitical events, labor interruptions, changes in tariff, trade or tax policies and the continued higher interest rate environment may negatively impact demand for our business, financial results and significant judgments and estimates.
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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 2026/2025
(Dollars in millions, except per share) 2026 2025 2026 2025 Three Months Six Months
Total revenue $ 3,347 $ 3,189 $ 6,473 $ 6,319 5% 2%
Operating revenue (1) 2,686 2,610 5,260 5,167 3% 2%
Earnings from continuing operations before income taxes (EBT) $ 185 $ 184 $ 304 $ 318 1% (4)%
Comparable EBT (1) 202 193 330 335 5% (2)%
Earnings from continuing operations 133 132 226 230 1% (1)%
Comparable earnings from continuing operations (1) 146 139 247 245 5% 1%
Comparable EBITDA (1) 741 729 1,399 1,400 2% —%
Earnings per common share (EPS) — Diluted
Continuing operations $ 3.40 $ 3.15 $ 5.73 $ 5.42 8% 6%
Comparable (1) 3.73 3.32 6.25 5.77 12% 8%
Net cash provided by operating activities from continuing operations $ 1,260 $ 1,403 (10)%
Total capital expenditures (2) 812 1,192 (32)%
Free cash flow (1) 684 461 48%
June 30, 2026 December 31, 2025
Debt to equity (3) 259% 250%
Twelve months ended June 30,
2026 2025
Adjusted return on equity (1) 17% 17%
______________________
(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 increased 5% in the second quarter of 2026, and 2% in the six months ended June 30, 2026, reflecting higher operating revenue and fuel revenue due to higher prices passed through to customers. Operating revenue (a non-GAAP measure excluding fuel and subcontracted transportation) increased 3% in the second quarter of 2026, and 2% for the six months ended June 30, 2026, reflecting contractual revenue growth in SCS and FMS, partially offset by lower DTS fleet count.
EBT and comparable EBT increased in the second quarter primarily due to improved FMS performance, partially offset by lower SCS results and a non-cash intangible asset impairment charge. The increase in EBT was also partially offset by an $8 million non-cash charge for the partial settlement of our Canadian pension plan’s projected benefit obligation.
EBT and comparable EBT decreased in the six months ended June 30, 2026. The decrease in EBT is primarily due to lower SCS results and a non-cash intangible asset impairment charge, partially offset by improved FMS performance. The decrease in EBT also includes an $8 million non-cash charge for the partial settlement of our Canadian pension plan’s projected benefit obligation.
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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 2026/2025
(Dollars in millions) 2026 2025 2026 2025 Three Months Six Months
Services revenue $ 2,231 $ 2,123 $ 4,295 $ 4,202 5% 2%
Cost of services 1,896 1,792 3,660 3,564 6% 3%
Gross margin $ 335 $ 331 $ 635 $ 638 1% —%
Gross margin % 15% 16% 15% 15%
Services revenue represents all the revenues 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 5% in the second quarter and increased 2% in the six months ended June 30, 2026, primarily driven by new business in SCS.
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, lease expense, insurance and maintenance costs. Cost of services increased slightly more than revenue for the three and six months ended June 30, 2026, primarily due to costs incurred to ramp up new business in SCS.
Services gross margin increased slightly in the second quarter and remained consistent for the six months ended June 30, 2026. Service gross margin percentage slightly decreased in the second quarter and remained consistent for the six months ended June 30, 2026.
Lease & Related Maintenance and Rental
Three months ended June 30, Six months ended June 30, Change 2026/2025
(Dollars in millions) 2026 2025 2026 2025 Three Months Six Months
Lease & related maintenance and rental revenue $ 971 $ 966 $ 1,922 $ 1,911 1% 1%
Cost of lease & related maintenance and rental 651 641 1,316 1,290 2% 2%
Gross margin $ 320 $ 325 $ 606 $ 621 (2)% (2)%
Gross margin % 33% 34% 32% 32%
Lease & related maintenance and rental revenue represent revenue from our ChoiceLease and commercial rental product offerings within our FMS business segment. Revenue increased 1% in the second quarter and for the six months ended June 30, 2026, reflecting contractual revenue growth, partially offset by lower rental demand.
Cost of lease & related maintenance and rental represents the direct costs related to Lease & related maintenance and rental revenue and is comprised of depreciation of revenue earning equipment, maintenance costs (primarily repair parts and labor), and other costs such as licenses, insurance and operating taxes. Cost of 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 increased 2% in the second quarter and six months ended June 30, 2026, primarily reflecting revenue growth and higher maintenance and insurance costs.
Lease & related maintenance and rental gross margin decreased 2% in the second quarter and the six months ended June 30, 2026, due to higher maintenance and insurance costs. Lease & related maintenance and rental gross margin percentage slightly decreased in the second quarter primarily due to higher maintenance costs and remained consistent for the six months ended June 30, 2026.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
Fuel Services
Three months ended June 30, Six months ended June 30, Change 2026/2025
(Dollars in millions) 2026 2025 2026 2025 Three Months Six Months
Fuel services revenue $ 145 $ 100 $ 256 $ 206 45% 24%
Cost of fuel services 140 94 244 198 48% 23%
Gross margin $ 5 $ 6 $ 12 $ 8 (3)% 55%
Gross margin % 4% 6% 5% 4%
Fuel services revenue represents fuel services provided to our FMS customers. Fuel services revenue increased 45% in the second quarter and increased 24% in the six months ended June 30, 2026, primarily reflecting higher 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 increased 48% in the second quarter and increased 23% in the six months ended June 30, 2026, primarily due to higher fuel prices.
Fuel services gross margin and fuel services gross margin as a percentage of revenue decreased in the second quarter and increased for the six months ended June 30, 2026. 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 and fuel services gross margin as a percentage of revenue in the second quarter of 2026 were positively impacted by these price change dynamics but were impacted more favorably in the prior year. Fuel services gross margin and fuel services gross margin as a percentage of revenue for the six months ended June 30, 2026 were positively impacted by these price change dynamics.
Selling, General and Administrative Expenses
Three months ended June 30, Six months ended June 30, Change 2026/2025
(Dollars in millions) 2026 2025 2026 2025 Three Months Six Months
Selling, general and administrative expenses (SG&A) $ 390 $ 378 $ 769 $ 744 3% 3%
Percentage of total revenue 12% 12% 12% 12%
SG&A expenses increased 3% in the second quarter of 2026 and for the six months ended June 30, 2026, primarily reflecting a non-cash impairment charge related to an intangible asset and higher compensation-related expenses. SG&A expenses as a percentage of total revenue remained consistent at 12% for the second quarter and for the six months ended June 30, 2026.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
Non-Operating Pension Costs, net
Three months ended June 30, Six months ended June 30, Change 2026/2025
(Dollars in millions) 2026 2025 2026 2025 Three Months Six Months
Non-operating pension costs, net $ 17 $ 9 $ 25 $ 18 NM NM
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NM - Denotes Not Meaningful throughout the MD&A
"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. The second quarter of 2026 and the six months ended June 30, 2026, includes an $8 million non-cash charge for the partial settlement of our Canadian pension plan’s projected benefit obligation. Refer to Note 13, Employee Benefit Plans," for further discussion.
Used Vehicle Sales, net
Three months ended June 30, Six months ended June 30, Change 2026/2025
(Dollars in millions) 2026 2025 2026 2025 Three Months Six Months
Used vehicle sales, net $ (7) $ 2 $ (19) $ (7) 510% 171%
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 value (referred to as "valuation adjustments"). Net gains on used vehicle sales increased in the second quarter and six months ended June 30, 2026, primarily due to higher pricing and an improved retail sales mix. In the prior year, we drove higher sales through the wholesale channel in order to manage aged inventory levels.
Average proceeds per unit increased in the second quarter and for the six months ended June 30, 2026. The following table presents the average used vehicle pricing changes compared to the prior year:
Proceeds per unit change 2026/2025 (1)
Three Months Six Months
Tractors 3% 5%
Trucks 6% 2%
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(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 2026/2025
(Dollars in millions) 2026 2025 2026 2025 Three Months Six Months
Interest expense $ 97 $ 102 $ 194 $ 202 (4)% (4)%
Effective interest rate 5.1% 5.3% 5.1% 5.2%
Interest expense decreased 4% in the second quarter and for the six months ended June 30, 2026, respectively, primarily reflecting a reduced average debt balance and lower effective interest rate.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
Miscellaneous Income, net
Three months ended June 30, Six months ended June 30, Change 2026/2025
(Dollars in millions) 2026 2025 2026 2025 Three Months Six Months
Miscellaneous income, net $ (22) $ (13) $ (21) $ (8) 64% 171%
Miscellaneous income, net consists of investment income on securities used to fund certain benefit plans, interest income, gains on sales of operating property, foreign currency transaction remeasurement and other non-operating items. Miscellaneous income, net increased to $22 million in the second quarter of 2026, and increased to $21 million for the six months ended June 30, 2026, primarily due to better market performance of investments classified as trading securities used to fund certain benefit plans.
Restructuring and Other Items, net
Three months ended June 30, Six months ended June 30, Change 2026/2025
(Dollars in millions) 2026 2025 2026 2025 Three Months Six Months
Restructuring and other items, net $ — $ — $ 1 $ — NM NM
Provision for Income Taxes
Three months ended June 30, Six months ended June 30, Change 2026/2025
(Dollars in millions) 2026 2025 2026 2025 Three Months Six Months
Provision for income taxes $ 52 $ 52 $ 78 $ 88 —% (12)%
Effective tax rate on continuing operations 28.2 % 28.3 % 25.4 % 27.7 %
Comparable tax rate on continuing operations (1) 27.7 % 28.0 % 25.1 % 27.0 %
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(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.
In the second quarter of 2026, our effective tax rate on continuing operations and comparable effective tax rate on continuing operations was 28.2% and 27.7%, respectively, compared to 28.3% and 28.0%, respectively, in the prior year. For the six months ended June 30, 2026, our effective tax rate on continuing operations and comparable effective tax rate on continuing operations was 25.4% and 25.1% respectively, compared to 27.7% and 27.0%, respectively, in the prior year. The decrease in tax rates for both periods was primarily due to higher excess tax benefits on stock-based compensation.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
OPERATING RESULTS BY BUSINESS SEGMENT
Three months ended June 30, Six months ended June 30, Change 2026/2025
(Dollars in millions) 2026 2025 2026 2025 Three Months Six Months
Revenue:
Fleet Management Solutions $ 1,560 $ 1,467 $ 3,021 $ 2,914 6% 4%
Supply Chain Solutions 1,472 1,366 2,832 2,697 8% 5%
Dedicated Transportation Solutions 600 606 1,153 1,208 (1)% (5)%
Eliminations (285) (250) (533) (500) 14% 6%
Total $ 3,347 $ 3,189 $ 6,473 $ 6,319 5% 2%
Operating Revenue: (1)
Fleet Management Solutions $ 1,303 $ 1,288 $ 2,568 $ 2,548 1% 1%
Supply Chain Solutions 1,095 1,019 2,124 2,019 7% 5%
Dedicated Transportation Solutions 455 470 893 930 (3)% (4)%
Eliminations (167) (167) (325) (330) —% (2)%
Total $ 2,686 $ 2,610 $ 5,260 $ 5,167 3% 2%
Earnings from continuing operations before income taxes:
Fleet Management Solutions $ 150 $ 126 $ 249 $ 220 20% 14%
Supply Chain Solutions 92 99 164 186 (7)% (12)%
Dedicated Transportation Solutions 36 37 59 64 (4)% (8)%
Eliminations (34) (36) (65) (68) (2)% (2)%
244 226 407 402 8% 1%
Unallocated Central Support Services (19) (21) (41) (42) (10)% 2%
Intangible amortization expense (23) (12) (36) (25) 87% 43%
Non-operating pension costs, net (2) (17) (9) (25) (18) NM NM
Other items impacting comparability, net — — (1) 1 NM NM
Earnings from continuing operations before income taxes $ 185 $ 184 $ 304 $ 318 1% (4)%
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(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 13, "Employee Benefit Plans," for a discussion on this item.
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" (Segment EBT), which includes an allocation of Central Support Services (CSS) and excludes Non-operating pension costs, net, Intangible amortization expense, and certain other significant items that are not representative of our business operations and vary from period to period. CSS represents those costs incurred to support all business segments, including information technology, finance, marketing, human resources, legal, and safety.
The objective of the Segment EBT measurement is to provide clarity on the profitability of each business segment and, ultimately, to hold leadership of each business segment accountable for their allocated share of CSS costs. Segment results are not necessarily indicative of the results of operations that would have occurred had each segment been an independent, stand-alone entity during the periods presented. Certain corporate costs are not attributable to any segment and remain unallocated in CSS, including costs for investor relations, public affairs and certain executive compensation.
Our FMS segment leases revenue earning equipment, and provides rental vehicles, fuel, maintenance and other ancillary services to the SCS and DTS segments. Inter-segment EBT allocated to SCS and DTS includes earnings related to equipment used in providing services to SCS and DTS customers. EBT related to inter-segment equipment and services billed to SCS and
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
DTS customers (Equipment Contribution) are included in both FMS and the segment that served the customer and then eliminated upon consolidation (presented as "Eliminations").
The following table sets forth the benefits from Equipment Contribution included in Segment EBT for our SCS and DTS business segments:
Three months ended June 30, Six months ended June 30, Change 2026/2025
(Dollars in millions) 2026 2025 2026 2025 Three Months Six Months
Equipment Contribution:
Supply Chain Solutions $ 13 $ 12 $ 23 $ 22 9% 3%
Dedicated Transportation Solutions 21 24 42 46 (8)% (5)%
Total $ 34 $ 36 $ 65 $ 68 (2)% (2)%
Fleet Management Solutions
Three months ended June 30, Six months ended June 30, Change 2026/2025
(Dollars in millions) 2026 2025 2026 2025 Three Months Six Months
ChoiceLease $ 885 $ 871 $ 1,763 $ 1,738 2% 1%
Commercial rental (1) 229 239 440 458 (4)% (4)%
SelectCare and other 189 178 365 352 5% 3%
Fuel services revenue 257 179 453 366 44% 24%
FMS total revenue $ 1,560 $ 1,467 $ 3,021 $ 2,914 6% 4%
FMS operating revenue (2) $ 1,303 $ 1,288 $ 2,568 $ 2,548 1% 1%
FMS EBT $ 150 $ 126 $ 249 $ 220 20% 14%
FMS EBT as a % of FMS total revenue 9.6% 8.6% 8.3% 7.5% 100 bps 80 bps
FMS EBT as a % of FMS operating revenue (2) 11.5% 9.7% 9.7% 8.6% 180 bps 110 bps
Twelve months ended June 30, Change 2026/2025
2026 2025
FMS EBT as a % of FMS total revenue 8.9% 8.6% 30 bps
FMS EBT as a % of FMS operating revenue (2) 10.3% 9.8% 50 bps
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(1)For the three months ended June 30, 2026 and 2025, rental revenue from lease customers in place of a lease vehicle represented 28% of commercial rental revenue for both periods. For the six months ended June 30, 2026 and 2025, rental revenue from lease customers in place of a lease vehicle represented 29% of commercial rental revenue for both periods.
(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 6% in the second quarter of 2026 and increased 4% for the six months ended June 30, 2026, due to higher fuel prices passed through to customers and higher operating revenue. FMS operating revenue increased 1% in the second quarter and for the six months ended June 30, 2026, primarily reflecting contractual revenue growth, partially offset by lower commercial rental demand.
FMS EBT increased 20% in the second quarter and 14% for the six months ended June 30, 2026, due to strategic initiatives benefiting ChoiceLease performance and higher used vehicle sales results reflecting improving market conditions and elevated wholesale activity in the prior year. Used truck and tractor pricing increased 6% and 3%, respectively in the second quarter of 2026 and increased 2% and 5%, respectively, in the six months ended June 30, 2026. Sequentially, pricing was stable as used truck and tractor retail pricing increased 7% and 3%, respectively, on a lower retail sales mix. Rental power fleet utilization was
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
75% in the second quarter of 2026, compared with 70% in the prior year, on a 15% smaller average fleet. Rental power fleet utilization was 72% for the six months ended June 30, 2026, compared with 68% in the prior year, on a 14% smaller average fleet.
Our North America fleet of owned and leased revenue earning equipment and SelectCare vehicles, including vehicles under on-demand maintenance, is summarized as follows (number of units rounded to the nearest hundred):
Change
June 30, 2026 December 31, 2025 June 30, 2025 June 2026/ Dec 2025 June 2026/ June 2025
End of period vehicle count
By type:
Trucks (1) 75,100 78,200 80,000 (4)% (6)%
Tractors (2) 61,000 62,900 64,500 (3)% (5)%
Trailers and other (3) 44,200 43,800 43,900 1% 1%
Total 180,300 184,900 188,400 (2)% (4)%
By ownership:
Owned 177,000 181,000 183,700 (2)% (4)%
Leased 3,300 3,900 4,700 (15)% (30)%
Total 180,300 184,900 188,400 (2)% (4)%
By product line:
ChoiceLease 140,600 141,700 142,600 (1)% (1)%
Commercial rental 29,100 31,600 34,000 (8)% (14)%
Service vehicles and other 2,100 2,100 2,200 —% (5)%
171,800 175,400 178,800 (2)% (4)%
Held for sale 8,500 9,500 9,600 (11)% (11)%
Total 180,300 184,900 188,400 (2)% (4)%
Customer vehicles under SelectCare contracts (4) 44,600 44,100 43,400 1% 3%
Quarterly average vehicle count
By product line:
ChoiceLease 141,200 141,700 143,200 —% (1)%
Commercial rental 29,200 32,200 34,300 (9)% (15)%
Service vehicles and other 2,100 2,100 2,100 —% —%
172,500 176,000 179,600 (2)% (4)%
Held for sale 8,900 9,200 9,700 (3)% (8)%
Total 181,400 185,200 189,300 (2)% (4)%
Customer vehicles under SelectCare contracts (4) 44,300 43,900 43,000 1% 3%
Customer vehicles under SelectCare on-demand (5) 1,200 1,900 2,000 (37)% (40)%
Total vehicles serviced 226,900 231,000 234,300 (2)% (3)%
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(1)Generally comprised of Class 1 through Class 7 type vehicles with a Gross Vehicle Weight (GVW) up to 33,000 pounds.
(2)Generally comprised of over the road on highway tractors and are primarily comprised of Class 8 type vehicles with a GVW of over 33,000 pounds.
(3)Generally comprised of dry, flatbed and refrigerated type trailers.
(4)Excludes customer vehicles under SelectCare on-demand contracts.
(5)Comprised of the number of unique vehicles serviced under on-demand maintenance agreements for the quarterly periods. This does not represent averages for the periods. Vehicles included in the count may have been serviced more than one time during the respective period.
Note: Quarterly amounts were computed using a 6-point average based on monthly information.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
The following table provides information on our North America active ChoiceLease fleet (number of units rounded to nearest hundred) and our commercial rental power fleet (excludes trailers):
Change
June 30, 2026 December 31, 2025 June 30, 2025 June 2026/ Dec 2025 June 2026/ June 2025
Active ChoiceLease fleet
End of period vehicle count (1) 131,000 132,000 134,100 (1)% (2)%
Quarterly average vehicle count (1) 131,100 132,700 134,500 (1)% (3)%
Commercial rental statistics
Quarterly commercial rental utilization - power fleet (2) 75% 72% 70% 300 bps 500 bps
Year-to-date commercial rental utilization - power fleet (2) 72% 70% 68% 200 bps 400 bps
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(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 in the calendar year.
Supply Chain Solutions
Three months ended June 30, Six months ended June 30, Change 2026/2025
(Dollars in millions) 2026 2025 2026 2025 Three Months Six Months
Omnichannel retail $ 373 $ 300 $ 724 $ 605 24% 20%
Automotive 259 280 508 551 (7)% (8)%
Consumer packaged goods 303 302 593 596 —% —%
Industrial and other 160 137 299 267 17% 12%
Subcontracted transportation and fuel 377 347 708 678 9% 4%
SCS total revenue $ 1,472 $ 1,366 $ 2,832 $ 2,697 8% 5%
SCS operating revenue (1) $ 1,095 $ 1,019 $ 2,124 $ 2,019 7% 5%
SCS EBT $ 92 $ 99 $ 164 $ 186 (7)% (12)%
SCS EBT as a % of SCS total revenue 6.3% 7.2% 5.8% 6.9% (90) bps (110) bps
SCS EBT as a % of SCS operating revenue (1) 8.4% 9.7% 7.7% 9.2% (130) bps (150) bps
End of period vehicle count:
Power vehicles 4,200 3,800 4,200 3,800 11% 11%
Trailers 8,900 9,200 8,900 9,200 (3)% (3)%
Total 13,100 13,000 13,100 13,000 1% 1%
Twelve months ended June 30, Change 2026/2025
2026 2025
SCS EBT as a % of SCS total revenue 6.0% 6.9% (90) bps
SCS EBT as a % of SCS operating revenue (1) 7.9% 9.2% (130) bps
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(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.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
SCS total revenue increased 8% in the second quarter of 2026 and 5% for the six months ended June 30, 2026, primarily reflecting increased operating revenue (a non-GAAP measure excluding fuel and subcontracted transportation). SCS operating revenue increased 7% in the second quarter of 2026 and 5% for the six months ended June 30, 2026, driven by new business, partially offset by lost business in automotive.
SCS EBT decreased 7% in the second quarter of 2026, and decreased 12% for the six months ended June 30, 2026, primarily due to lower automotive results and, to a lesser extent, productivity of new business ramping up, partially offset by the optimization of the omnichannel retail network.
Dedicated Transportation Solutions
Three months ended June 30, Six months ended June 30, Change 2026/2025
(Dollars in millions) 2026 2025 2026 2025 Three Months Six Months
DTS total revenue $ 600 $ 606 $ 1,153 $ 1,208 (1)% (5)%
DTS operating revenue (1) $ 455 $ 470 $ 893 $ 930 (3)% (4)%
DTS EBT $ 36 $ 37 $ 59 $ 64 (4)% (8)%
DTS EBT as a % of DTS total revenue 6.0% 6.2% 5.1% 5.3% (20) bps (20) bps
DTS EBT as a % of DTS operating revenue (1) 7.9% 7.9% 6.6% 6.9% — bps (30) bps
End of period vehicle count:
Power vehicles 6,800 7,200 6,800 7,200 (6)% (6)%
Trailers 10,400 11,200 10,400 11,200 (7)% (7)%
Total 17,200 18,400 17,200 18,400 (7)% (7)%
Twelve months ended June 30, Change 2026/2025
2026 2025
DTS EBT as a % of DTS total revenue 5.9% 5.5% 40 bps
DTS EBT as a % of DTS operating revenue (1) 7.5% 7.1% 40 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.
DTS total revenue decreased 1% in the second quarter of 2026 and 5% for the six months ended June 30, 2026, due to lower operating revenue (a non-GAAP measure excluding fuel and subcontracted transportation) and subcontracted transportation costs passed through to customers, partially offset by higher fuel revenue in the second quarter of 2026. DTS operating revenue decreased 3% in the second quarter of 2026 and 4% in the six months ended June 30, 2026, reflecting lower fleet count, partially offset by higher pricing.
DTS EBT decreased 4% in the second quarter of 2026, and 8% for the six months ended June 30, 2026, primarily reflecting lower operating revenue and adverse development of prior year insurance claims, partially offset by benefits from strategic initiatives.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
Central Support Services
Three months ended June 30, Six months ended June 30, Change 2026/2025
(Dollars in millions) 2026 2025 2026 2025 Three Months Six Months
Total CSS 108 111 221 220 (3)% 1%
Allocation of CSS to business segments (89) (90) (180) (178) (1)% 1%
Unallocated CSS $ 19 $ 21 $ 41 $ 42 (10)% (2)%
Total CSS costs decreased 3% in the second quarter of 2026, primarily due to lower marketing expense, and was relatively consistent for the six months ended June 30, 2026.
Unallocated CSS costs decreased 10% in the second quarter of 2026, and 2% for the six months ended June 30, 2026, primarily due to lower compensation-related expense.
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) 2026 2025
Net cash provided by (used in) :
Operating activities $ 1,260 $ 1,403
Investing activities (588) (943)
Financing activities (650) (444)
Effect of exchange rate changes on cash (1) 10
Net change in cash, cash equivalents, and restricted cash $ 21 $ 26
Six months ended June 30,
(In millions) 2026 2025
Net cash provided by operating activities from continuing operations
Earnings from continuing operations $ 226 $ 230
Non-cash and other, net 1,155 1,102
Collections on sales-type leases 89 80
Changes in operating assets and liabilities (210) (9)
Net cash provided by operating activities from continuing operations $ 1,260 $ 1,403
Net cash provided by operating activities from continuing operations was $1.3 billion for the six months ended June 30, 2026, compared to $1.4 billion in the prior year, primarily reflecting an increase of accounts receivable in conjunction with revenue growth and the timing of vendor payments. Net cash used in investing activities from continuing operations decreased to $588 million for the six months ended June 30, 2026, compared with $943 million in 2025, primarily reflecting lower capital expenditures. Net cash used in financing activities from continuing operations was $650 million for the six months ended June 30, 2026, compared with $444 million in 2025, primarily reflecting higher net debt repayments and share repurchases.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
The following table shows our free cash flow (a non-GAAP measure) computation:
Six months ended June 30,
(In millions) 2026 2025
Net cash provided by operating activities from continuing operations $ 1,260 $ 1,403
Sales of revenue earning equipment (1) 250 254
Sales of operating property and equipment (1) 5 6
Other (1) 1 1
Total cash generated (2) 1,516 1,664
Purchases of property and revenue earning equipment (1) (832) (1,203)
Free cash flow (2) $ 684 $ 461
————————————
(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 $684 million for the six months ended June 30, 2026, compared to $461 million in 2025, primarily reflecting reduced cash capital expenditures.
The following table provides a summary of gross capital expenditures:
Six months ended June 30,
(In millions) 2026 2025
Revenue earning equipment:
ChoiceLease $ 605 $ 832
Commercial rental 94 268
699 1,100
Operating property and equipment 113 92
Gross capital expenditures 812 1,192
Changes to liabilities related to purchases of property and revenue earning equipment 20 11
Cash paid for purchases of property and revenue earning equipment $ 832 $ 1,203
Gross capital expenditures decreased to $812 million for the six months ended June 30, 2026, compared to $1.2 billion in 2025, primarily reflecting the timing of ChoiceLease fleet replacement and reduced investments in the rental fleet.
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, medium-term and long-term public and private debt, 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 $219 million as of June 30, 2026, of which $171 million was held outside the U.S. and is available to fund the operations and growth of our non-U.S. subsidiaries. We believe that cash generated from operations, together with our access to the commercial paper and public debt markets, will be sufficient to meet our operating, investing and financing needs, including debt maturities and other short-term obligations, over the next twelve months. Our global revolving credit facility, in conjunction with operating cash flow, provides financial flexibility to refinance upcoming debt maturities. Consistent with our historical funding practices, we intend to refinance certain debt obligations as they mature through a combination of commercial paper and medium-term debt issuances, depending on market conditions and funding requirements. However, volatility or disruption in the commercial paper or public debt markets could impair our ability to access these markets or obtain financing on commercially acceptable terms. If access to these markets become unavailable, we believe our committed revolving credit facility and other available funding sources would provide sufficient liquidity to meet our obligations as they become due.
In April 2026, we extended the trade receivables financing facility for an additional year to April 2027.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
Refer to Note 9, "Debt," in the Notes to Condensed Consolidated Financial Statements for additional information on our corporate 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 corporate 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, 2026, were as follows:
Rating Summary
Short-term Long-term Long-term Outlook
Standard & Poor’s Ratings Services A2 BBB+ Stable
Moody’s Investors Service P2 Baa1 Stable
Fitch Ratings F2 BBB+ Stable
In April 2026, Moody’s long-term rating was upgraded to Baa1 with a stable outlook.
As of June 30, 2026, we had the following amounts available to fund operations under the following facilities:
(In millions)
Revolving credit facility $ 877
Trade receivables financing program 202
Total $ 1,079
In accordance with our funding philosophy, we attempt to align the aggregate average remaining repricing life of our U.S. debt with the aggregate average remaining repricing life of our U.S. 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 17% and 18% as of June 30, 2026 and December 31, 2025, respectively.
Our debt-to-equity ratio was 259% and 250% as of June 30, 2026 and December 31, 2025, respectively. The debt-to-equity ratio represents total debt divided by total equity.
Share Repurchases and Cash Dividends.
Refer to Note 10, "Share Repurchase Programs," in the Notes to Condensed Consolidated Financial Statements for a discussion on our share repurchase programs.
In July 2026, our board of directors declared a quarterly cash dividend of $1.01 per share of common stock, an increase of 11% compared to the quarterly dividend of $0.91 per share of common stock declared in July 2025.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
NON-GAAP FINANCIAL MEASURES
This Quarterly Report on Form 10-Q includes information extracted from condensed consolidated financial information, but not required by generally accepted accounting principles in the United States (GAAP) to be presented in the financial statements. Certain elements of this information are considered "non-GAAP financial measures" as defined by SEC rules. Non-GAAP financial measures should be considered in addition to, but not as a substitute for or superior to, other measures of financial performance or liquidity prepared in accordance with GAAP. Also, our non-GAAP financial measures may not be comparable to financial measures used by other companies. We provide a reconciliation of each of these non-GAAP financial measures to the most comparable GAAP measure in this non-GAAP financial measures section or in the MD&A above. We also provide the reasons why management believes each non-GAAP financial measure is useful to investors in this section.
Specifically, we refer to the following non-GAAP financial measures in this Form 10-Q:
Non-GAAP Financial Measure Comparable GAAP Measure
Operating Revenue Measures:
Operating Revenue Total Revenue
FMS Operating Revenue FMS Total Revenue
SCS Operating Revenue SCS Total Revenue
DTS Operating Revenue DTS Total Revenue
FMS EBT as a % of FMS Operating Revenue FMS EBT as a % of FMS Total Revenue
SCS EBT as a % of SCS Operating Revenue SCS EBT as a % of SCS Total Revenue
DTS EBT as a % of DTS Operating Revenue DTS EBT as a % of DTS Total Revenue
Comparable Earnings Measures:
Comparable Earnings Before Income Tax Earnings Before Income Tax
Comparable Earnings Earnings from Continuing Operations
Comparable Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) Net Earnings
Comparable EPS EPS from Continuing Operations
Comparable Tax Rate Effective Tax Rate from Continuing Operations
Adjusted Return on Equity (ROE) Not Applicable. However, non-GAAP elements of the calculation have been reconciled to the corresponding GAAP measures. A numerical reconciliation of net earnings to adjusted net earnings and average shareholders' equity to adjusted average equity is provided in the following reconciliations.
Cash Flow Measures:
Total Cash Generated and Free Cash Flow Cash Provided by Operating Activities from Continuing Operations
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
Set forth in the table below is an overview of each non-GAAP financial measure and why management believes that the presentation of each non-GAAP financial measure provides useful information to investors.
Operating Revenue Measures:
Operating Revenue FMS Operating Revenue SCS Operating Revenue DTS Operating Revenue FMS EBT as a % of FMS Operating Revenue SCS EBT as a % of SCS Operating Revenue DTS EBT as a % of DTS Operating Revenue Operating revenue is defined as total revenue for Ryder or each business segment (FMS, SCS and DTS) excluding any (1) fuel and (2) subcontracted transportation. We use operating revenue to evaluate the operating performance of our core businesses and as a measure of sales activity at the consolidated level for Ryder System, Inc., as well as for each of our business segments. We also use segment EBT as a percentage of segment operating revenue for each business segment for the same reason. Note: FMS EBT, SCS EBT and DTS EBT, our primary measures of segment performance, are not non-GAAP measures. Fuel: We exclude FMS, SCS and DTS fuel from the calculation of our operating revenue measures, as fuel is an ancillary service that we provide our customers. Fuel revenue is impacted by fluctuations in market fuel prices and the costs are largely a pass-through to our customers, resulting in minimal changes in our profitability during periods of steady market fuel prices. However, profitability may be positively or negatively impacted by rapid changes in market fuel prices during a short period of time, as customer pricing for fuel services is established based on current market fuel costs. Subcontracted transportation: We exclude subcontracted transportation from the calculation of our operating revenue measures, as these costs are also typically a pass-through to our customers and, therefore, carrier rate fluctuations result in minimal changes to our profitability. While our SCS and DTS business segments subcontract certain transportation services to third party providers, our FMS business segment does not engage in subcontracted transportation and, therefore, this item is not applicable to FMS.
Comparable Earnings Measures:
Comparable Earnings before Income Taxes (EBT) Comparable Earnings Comparable Earnings per Diluted Common Share (EPS) Comparable Tax Rate Adjusted Return on Equity (ROE) Comparable EBT, Comparable Earnings and Comparable EPS are defined, respectively, as GAAP EBT, earnings and EPS, all from continuing operations, excluding (1) non-operating pension costs, net and (2) other items impacting comparability (as further described below). We believe these non-GAAP measures provide useful information to investors and allow for better year-over-year comparison of operating performance. Non-operating pension costs, net: Our comparable earnings measures exclude non-operating pension costs, net, which include the amortization of net actuarial loss and prior service cost, interest cost and expected return on plan assets components of pension and postretirement benefit costs, as well as any significant charges for settlements or curtailments if recognized. We exclude non-operating pension costs, net because we consider these to be impacted by financial market performance and outside the operational performance of our business. Other Items Impacting Comparability: Our comparable and adjusted earnings measures also exclude other significant items that are not representative of our business operations and vary from period to period. Comparable Tax Rate is computed using the same methodology as the GAAP provision for income taxes. Income tax effects of non-GAAP adjustments are calculated based on the marginal tax rates to which the non-GAAP adjustments are related. Adjusted ROE is defined as adjusted net earnings divided by adjusted average shareholders' equity and represents the rate of return on shareholders' investment. Other items impacting comparability described above are excluded, as applicable, from the calculation of adjusted net earnings and adjusted average shareholders' equity. We also exclude any significant charges for pension settlements or curtailments from the calculation of adjusted net earnings. We use adjusted ROE as an internal measure of how effectively we use the owned capital invested in our operations.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
Comparable Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) Comparable EBITDA is defined as net earnings, first adjusted to exclude discontinued operations and the following items, all from continuing operations: (1) non-operating pension costs, net and (2) other items impacting comparability (in each of (1) and (2), as defined in comparable earnings measures immediately above) and then adjusted further for (1) interest expense, (2) income taxes, (3) depreciation, (4) used vehicle sales results and (5) intangible 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 acquisitions) from continuing operations. We calculate free cash flow as the sum of (1) net cash provided by operating activities, (2) net cash provided by the sale of revenue earning equipment and operating property and equipment, and (3) other cash inflows from investing activities, less (4) purchases of property and revenue earning equipment. We believe free cash flow provides investors with an important perspective on the cash available for debt service and for shareholders, after making capital investments required to support ongoing business operations. Our calculation of free cash flow may be different from the calculation used by other companies and, therefore, comparability may be limited. * See Total Cash Generated and Free Cash Flow reconciliations in the Financial Resources and Liquidity section of Management's Discussion and Analysis.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
The following table provides a reconciliation of GAAP Earnings from continuing operations before income taxes (EBT), Earnings from continuing operations, and Earnings from continuing operations per common share — Diluted (Diluted EPS) to comparable EBT, comparable earnings and comparable EPS, respectively. Certain items included in EBT, Earnings from continuing operations and Diluted EPS have been excluded from our comparable EBT, comparable earnings and comparable diluted EPS measures. The following table lists a summary of these items, which are discussed in more detail throughout our MD&A and within the Notes to Condensed Consolidated Financial Statements:
Continuing Operations
Three months ended June 30, Six months ended June 30,
(In millions, except per share amounts) 2026 2025 2026 2025
EBT $ 185 $ 184 $ 304 $ 318
Non-operating pension costs, net 17 9 25 18
Other, net — — 1 (1)
Comparable EBT $ 202 $ 193 $ 330 $ 335
Earnings from continuing operations $ 133 $ 132 $ 226 $ 230
Non-operating pension costs, net 13 8 20 15
Other, net — (1) 1 —
Comparable Earnings $ 146 $ 139 $ 247 $ 245
Diluted EPS $ 3.40 $ 3.15 $ 5.73 $ 5.42
Non-operating pension costs, net 0.33 0.18 0.51 0.35
Other, net — (0.01) 0.01 —
Comparable EPS $ 3.73 $ 3.32 $ 6.25 $ 5.77
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,
2026 2025 2026 2025
Effective tax rate on continuing operations (1) 28.2 % 28.3 % 25.4 % 27.7 %
Tax adjustments and income tax effects of non-GAAP adjustments (2) (0.5) % (0.3) % (0.3) % (0.7) %
Comparable tax rate on continuing operations (1) 27.7 % 28.0 % 25.1 % 27.0 %
————————————
(1)The effective tax rate on continuing operations and comparable tax rate are based on EBT and comparable EBT, respectively, found above.
(2)Income tax effects of non-GAAP adjustments are calculated based on the marginal tax rates to which the non-GAAP adjustments are related.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
The following table provides a reconciliation of Net earnings to comparable EBITDA:
Three months ended June 30, Six months ended June 30,
(In millions) 2026 2025 2026 2025
Net earnings $ 133 $ 131 $ 226 $ 228
Loss from discontinued operations, net of tax — 1 — 2
Provision for income taxes 52 52 78 88
EBT 185 184 304 318
Non-operating pension costs, net 17 9 25 18
Other, net — — 1 (1)
Comparable EBT 202 193 330 335
Interest expense 97 102 194 202
Depreciation 426 420 858 845
Used vehicle sales, net (1) (7) 2 (19) (7)
Intangible amortization 23 12 36 25
Comparable EBITDA $ 741 $ 729 $ 1,399 $ 1,400
————————————
(1)Refer to Note 6, "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) 2026 2025 2026 2025
Total revenue $ 3,347 $ 3,189 $ 6,473 $ 6,319
Subcontracted transportation (379) (384) (716) (751)
Fuel (282) (195) (497) (401)
Operating revenue $ 2,686 $ 2,610 $ 5,260 $ 5,167
The following table provides a reconciliation of FMS total revenue to FMS operating revenue:
Three months ended June 30, Six months ended June 30, Twelve months ended June 30,
(Dollars in millions) 2026 2025 2026 2025 2026 2025
FMS total revenue $ 1,560 $ 1,467 $ 3,021 $ 2,914 $ 5,952 $ 5,869
Fuel revenue (257) (179) (453) (366) (805) (732)
FMS operating revenue $ 1,303 $ 1,288 $ 2,568 $ 2,548 $ 5,147 $ 5,137
FMS EBT $ 150 $ 126 $ 249 $ 220 $ 530 $ 503
FMS EBT as a % of FMS total revenue 9.6% 8.6% 8.3% 7.5% 8.9% 8.6%
FMS EBT as a % of FMS operating revenue 11.5% 9.7% 9.7% 8.6% 10.3% 9.8%
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
The following table provides a reconciliation of SCS total revenue to SCS operating revenue:
Three months ended June 30, Six months ended June 30, Twelve months ended June 30,
(Dollars in millions) 2026 2025 2026 2025 2026 2025
SCS total revenue $ 1,472 $ 1,366 $ 2,832 $ 2,697 $ 5,594 $ 5,354
Subcontracted transportation (321) (309) (612) (601) (1,229) (1,183)
Fuel (56) (38) (96) (77) (169) (148)
SCS operating revenue $ 1,095 $ 1,019 $ 2,124 $ 2,019 $ 4,196 $ 4,023
SCS EBT $ 92 $ 99 $ 164 $ 186 $ 333 $ 369
SCS EBT as a % of SCS total revenue 6.3% 7.2% 5.8% 6.9% 6.0% 6.9%
SCS EBT as a % of SCS operating revenue 8.4% 9.7% 7.7% 9.2% 7.9% 9.2%
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) 2026 2025 2026 2025 2026 2025
DTS total revenue $ 600 $ 606 $ 1,153 $ 1,208 $ 2,288 $ 2,456
Subcontracted transportation (63) (78) (114) (159) (225) (328)
Fuel (82) (58) (146) (119) (259) (239)
DTS operating revenue $ 455 $ 470 $ 893 $ 930 $ 1,804 $ 1,889
DTS EBT $ 36 $ 37 $ 59 $ 64 $ 135 $ 134
DTS EBT as a % of DTS total revenue 6.0% 6.2% 5.1% 5.3% 5.9% 5.5%
DTS EBT as a % of DTS operating revenue 7.9% 7.9% 6.6% 6.9% 7.5% 7.1%
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) 2026 2025
Net earnings $ 496 $ 506
Other items impacting comparability, net 10 8
Adjusted net earnings [A] $ 506 $ 514
Average shareholders' equity $ 2,993 $ 3,068
Average adjustments to shareholders' equity 3 4
Adjusted average shareholders' equity [B] $ 2,996 $ 3,072
Adjusted return on equity [A/B] 17% 17%
————————————
Note: Amounts may not be additive due to rounding.
Twelve months ended June 30,
(In millions) 2026 2025
Acquisition costs — 1
Other, net 10 7
Other items impacting comparability, net $ 10 $ 8
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
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 trends in used vehicle sales and commercial rental, including pricing, volumes and sales channel mix;
•our expectations regarding the freight cycle, market conditions and customer activity levels, including the impacts of overall economic uncertainty;
•our expectations with respect to demand for outsourced logistics and transportation solutions, including the impacts of outsourcing and other secular trends on our business and financial results and related long-term revenue and earnings growth opportunities;
•our expectations regarding the availability of vehicles and vehicle parts and the effects of supply conditions on pricing and demand;
•our expectations regarding the impact of labor market conditions, including shortages, disruptions and subcontracted transportation costs;
•our expectations regarding ChoiceLease performance, including revenue and earnings;
•our expectations for our SCS and DTS business segments, including revenue, earnings performance and contract sales activity;
•our expectations regarding cash flow from operating activities, free cash flow, capital expenditures and other financial outlook;
•the adequacy of our accounting estimates and reserves, including those related to goodwill, acquired intangible assets, customer relationship intangible assets and other asset impairments, residual values, depreciation assumptions, deferred income taxes, 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 financial instruments;
•our ability to fund all of operating, investing and financing needs through internally generated funds and outside funding sources;
•our expectations regarding the availability and use of outside funding sources, anticipated future payments under debt and lease agreements, and counterparty credit risk associated with hedging and derivative agreements;
•our ability to meet our objectives with share repurchase programs;
•the impact of fuel and energy price fluctuations;
•our expectations regarding returns on pension plan assets and future pension expense;
•our expectations regarding the scope and potential outcomes with respect to certain claims, proceedings and lawsuits;
•our ability to access commercial paper and other capital market financing on acceptable terms;
•our expectations regarding the benefits from our strategic initiatives and investments, including our lease pricing and maintenance cost savings initiatives;
•our expectations regarding prior acquisitions;
•the impact of inflationary cost pressures, interest rate movements and exchange rate fluctuations;
•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, tariffs and the realizability of deferred tax assets and changes in foreign tax rates, including the reinstatement of bonus depreciation, restoration of earnings
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
before interest, taxes, depreciation and amortization as the basis for calculating the business interest expense limitation, and modifications to the Global Intangible Low-Taxed Income regime.
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 and uncertainty regarding economic, financial and market 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, such as tariffs, trade restrictions or trade agreements, including the impact to our customers and partners, that could negatively impact our financial and operating results.
◦Financial institution disruptions and 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 have greater capital resources or lower capital costs, or from our customers, who may choose to provide services themselves.
◦Continued consolidation in the markets where we operate, which may create large competitors with greater financial resources.
◦Our inability to maintain current pricing levels due to economic conditions, demand for services, customer acceptance or competition.
•Profitability:
◦Lower than expected sales volumes or customer retention levels.
◦Decreases in commercial rental fleet utilization and pricing.
◦Adverse conditions in the used vehicle sales market; 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 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 and accurate access to data.
◦The inability of our information security program to safeguard our or our stakeholders' 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 pressures.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS — (Continued)
◦Higher than expected maintenance costs and lower than expected benefits associated with our maintenance initiatives.
◦Lower than expected revenue growth due to production delays, lost business or supply chain or other disruptions affecting our automotive SCS customers or other customers.
◦The inability of an original equipment manufacturer or supplier to provide vehicles or vehicle components as originally scheduled.
◦Our inability to successfully execute our strategic returns and asset management initiatives, maintain our fleet at normalized levels and right-size our fleet in line with demand.
◦Our key assumptions and pricing structure, including any assumptions made with respect to inflation, of our SCS and DTS contracts prove to be inaccurate.
◦Increased unionizing, labor strikes and work stoppages.
◦Difficulties in attracting and retaining professional drivers, warehouse personnel and technicians due to labor shortages, which may result in higher costs to procure drivers and technicians and higher turnover rates affecting our customers.
◦Our inability to manage our cost structure.
◦Our inability to limit our exposure for customer claims.
◦Unfavorable or unanticipated outcomes in legal or regulatory proceedings or uncertain positions.
◦Business interruptions or expenditures due to severe weather or other natural occurrences.
•Financing Concerns:
◦Higher borrowing costs.
◦Increased inflationary pressures.
◦Unanticipated interest rate and currency exchange rate fluctuations.
◦Negative funding status of our pension plans caused by lower than expected returns on invested assets and unanticipated changes in interest rates.
◦Instability in U.S. and worldwide credit markets, resulting in higher borrowing costs and/or reduced access to credit.
•Accounting Matters:
◦Reductions in residual values or useful lives of revenue earning equipment.
◦Increases in compensation levels, retirement rate and mortality resulting in higher pension expense.
◦Changes in accounting rules, assumptions and accruals.
•Other risks detailed from time to time in our SEC filings including our 2025 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.