SHARE REPURCHASE PROGRAMS

12 Months Ended

Dec. 31, 2023

Share Repurchase Programs [Abstract]

We currently maintain two share repurchase programs approved by our board of directors in October 2023. The first program authorized management to repurchase up to 2 million shares issued to employees under our employee stock plans since August 31, 2023, under a new anti-dilutive program (the "2023 Anti-Dilutive Program"). The second program grants management discretion to repurchase up to 2 million shares of common stock over a period of two years under a new discretionary share repurchase program (the "October 2023 Discretionary Program"). Both the 2023 Anti-Dilutive Program and the October 2023 Discretionary Program commenced October 12, 2023, and expire October 12, 2025. Share repurchases under

both programs can be made from time to time using our working capital and other borrowing sources. Shares are repurchased under open-market transactions and trading plans established pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934. The timing and actual number of shares repurchased are subject to market conditions, legal requirements and other factors, including balance sheet leverage, availability of acquisitions and stock price.

In February 2023, our board of directors authorized a discretionary share repurchase program to grant management discretion to repurchase up to 2 million shares of common stock over a period of two years (the "February 2023 Discretionary Program"). The February 2023 Discretionary Program was completed in September 2023.

In October 2021, our board of directors authorized two share repurchase programs. The first program granted management discretion to repurchase up to 2.0 million shares of common stock over a period of two years (the "2021 Discretionary Program"). The 2021 Discretionary Program was completed in November 2022. The second program authorized management to repurchase up to 2.5 million shares of common stock, issued to employees under our employee stock plans since September 1, 2021 (the "2021 Anti-Dilutive Program"). The 2021 Anti-Dilutive Program commenced on October 14, 2021 and expired on October 14, 2023. The 2021 Anti-Dilutive Program replaced the 2019 anti-dilutive program, which expired in December 2021.

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.

In September 2022, we completed our $300 million accelerated share repurchase program. This program was authorized by our board of directors in February 2022, and at that time, we repurchased and retired an initial amount of approximately 3 million shares. The final settlement occurred in September 2022, resulting in the delivery and retirement of approximately 1 million additional shares. The number of shares ultimately repurchased and retired was based on the average of Ryder's daily volume-weighted average price per share of common stock during a repurchase period, less a discount. The average price paid for all of the shares delivered and retired under the accelerated share purchase agreement was $74.47 per share.

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


	Years ended December 31,
	2023			2022			2021
(In millions)	Shares	Amount		Shares	Amount		Shares	Amount
2023 Anti-Dilutive Program	0.1	$	11	—	$	—	—	$	—
2021 Anti-Dilutive Program	1.0	96		0.9	78		—	—
2019 Anti-Dilutive Program	—	—		—	—		0.7	57
Anti-Dilutive Programs	1.1	107		0.9	78		0.7	57

October 2023 Discretionary Program	0.4	44		—	—		—	—
February 2023 Discretionary Program	2.0	186		—	—		—	—
2021 Discretionary Program	—	—		2.0	179		—	—
Discretionary Programs	2.4	230		2.0	179		—	—

2022 Accelerated share repurchase program	—	—		4.0	300		—	—
Total	3.6	$	337	7.0	$	557	0.7	$	57

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