8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): April 26, 2004

RYDER SYSTEM, INC.

(Exact name of registrant as specified in its charter)

Florida	1-4364	59-0739250
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3600 NW 82nd Avenue Miami, Florida	33166
(Address of Principal Executive Offices)	(Zip Code)

(305) 500-3726

(Registrant’s telephone number, including area code)

Item 7(c). Exhibits

     The following exhibits are furnished as part of this Report on Form 8-K:

Exhibit 99.1	Press Release, dated April 26, 2004, reporting Ryder System, Inc.’s financial results for the three months ended March 31, 2004.
Exhibit 99.2	Presentation prepared for a conference call and webcast held on April 26, 2004, relating to Ryder System, Inc.’s financial results for the three months ended March 31, 2004.

Item 12. Results of Operation and Financial Condition

     On April 26, 2004, Ryder System, Inc. (the “Company”) issued a press release reporting its financial results for the three months ended March 31, 2004 (the “Press Release”). The Company hosted a conference call and webcast on April 26, 2004, during which a presentation was made on the Company’s financial results for the three months ended March 31, 2004 (the “Presentation”). The Press Release and the Presentation are available on the Company’s website and are attached hereto as Exhibits 99.1 and 99.2, respectively.

     The information in this Report, including Exhibits 99.1 and 99.2, are being furnished pursuant to Item 12 of Form 8-K and General Instruction B.2 thereunder. Such information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

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SIGNATURE

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

Date: April 26, 2004	RYDER SYSTEM, INC. (Registrant)
	By:	/s/ Tracy A. Leinbach
		Tracy A. Leinbach, Executive
		Vice President and Chief Financial Officer

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EX-99.1

News Release

FOR IMMEDIATE RELEASE

Contacts:	Media:	Investor Relations:
	David Bruce (305) 500-4999	Bob Brunn (305) 500-4053

RYDER ANNOUNCES FIRST QUARTER 2004 RESULTS
-First Quarter 2004 Earnings Increase 67% from Year-Earlier Period-
- -Fleet Management Operations and Acquisitions Drive Earnings Improvement-
- -Full Year Earnings Forecast Raised-

     MIAMI, April 26, 2004 – Ryder System, Inc. (NYSE:R), a global leader in transportation and supply chain management solutions, today announced earnings of $35.0 million for the first quarter of 2004, up 67% compared with $20.9 million in the year-earlier period. Earnings per diluted share (EPS) were $0.53 for the three-month period ended March 31, 2004, compared with $0.33 in the first quarter of 2003. Revenue for the first quarter of 2004 was $1.21 billion, up 1.5% from $1.19 billion in the comparable period last year.

     The revenue increase for the quarter was led by the Fleet Management Solutions (FMS) business segment, which was up 4% compared with the first quarter of 2003. The first quarter 2004 revenue growth was driven primarily by the positive impact of acquisitions, continued improvement in the commercial rental product line, and favorable foreign exchange rates. Commercial rental revenue for the quarter increased 16% compared with the year-earlier period, marking the sixth consecutive quarter of year-over-year rental revenue improvement. These impacts were partially offset by the non-renewal of certain contracts and volume reductions in the Supply Chain Solutions (SCS) business segment.

     “Recent acquisitions in our Fleet Management Solutions business segment are demonstrating the earnings leverage that can be delivered to shareholders as a direct result of our transformation work over the past few years. Improved processes and a highly effective operating structure helped us to capitalize on synergies from the acquisitions and produce outstanding results sooner than expected,” said Ryder Chairman, President and Chief Executive Officer Greg Swienton. “The Fleet Management Solutions segment delivered strong revenue growth, which was helped

by significantly accelerated growth in our already expanding commercial rental product line. This segment produced the best lease contract signings that Ryder has seen in the past three years, which should positively impact revenue in future quarters.”

     EPS in the first quarter of 2004 included a $0.01 credit from the sale of a facility not related to operations. EPS in the year-earlier period included a $0.02 non-cash charge related to the cumulative effect of a change in accounting for costs associated with the eventual retirement of long-lived assets (primarily related to components of revenue earning equipment), as required by the adoption of Statement of Financial Accounting Standards (SFAS) No. 143. Net earnings for the first quarter of 2004 totaled $35.0 million, or $0.53 per share, compared with a $19.8 million, or $0.31 per share, in the same period last year.

First Quarter Business Segment Operating Results

     Ryder’s primary measurement of business segment financial performance, Net Before Tax (NBT), allocates Central Support Services to each business segment.

Fleet Management Solutions

     Ryder’s Fleet Management Solutions (FMS) business segment combines several capabilities into a comprehensive package that provides one-stop outsourcing of the acquisition, maintenance, management and disposal of vehicles. Ryder’s commercial rental service offers customers a method to expand their fleets in order to address specific or short-term capacity needs.

     In the FMS business segment, dry revenue (revenue excluding fuel) in the first quarter of 2004 was $663.1 million, up 4% compared with $635.0 million in the year-earlier period. Fuel revenue for the first quarter of 2004 increased 1% compared with the same period in 2003 due to higher volumes. Revenue comparisons benefited from acquisitions and favorable foreign currency exchange rates.

     Full service lease and programmed maintenance revenue for the first quarter of 2004 was 4% higher than the same period last year because of acquisitions and growth in international revenue. Ryder’s first quarter 2004 commercial rental revenue grew 16% from the year-earlier period. Revenue improvement was driven by better pricing and higher demand.

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     The FMS business segment’s NBT increased 69% to $54.7 million in the first quarter of 2004, compared with $32.3 million in the same period of 2003. This increase was related primarily to acquisitions, better commercial rental performance and lower pension costs. Business segment NBT as a percentage of dry revenue was 8.2% in the first quarter of 2004 compared with 5.1% in the same quarter a year ago. First quarter 2004 NBT benefited approximately $4 million from certain acquisition-related expenses that were below their expected future run rates.

Supply Chain Solutions

     Ryder’s Supply Chain Solutions (SCS) business segment enables customers to improve shareholder value and their customers’ satisfaction by enhancing supply chain performance and reducing costs. The solutions involve management of the logistics pipeline as a synchronized, integrated process – from raw material supply to finished goods distribution. By improving business processes and employing new technologies, the flow of goods and cash is made faster and consumes less capital.

     In the SCS business segment, first quarter 2004 revenue totaled $321.1 million, down 4% from $334.2 million in the comparable period in 2003. The decrease in total revenue was due primarily to the non-renewal of certain customer contracts and volume reductions. First quarter 2004 operating revenue (revenue excluding freight under management) was $231.4 million, slightly up from $230.3 million in the comparable period a year ago.

     The SCS business segment’s NBT was $7.5 million in the first quarter of 2004, up from $7.3 million in the same quarter of 2003. Business segment NBT as a percentage of operating revenue was 3.2% in the first quarter of 2004, unchanged from the same quarter of 2003.

Dedicated Contract Carriage

     Ryder’s Dedicated Contract Carriage (DCC) business segment provides customers with vehicles, drivers, management and administrative support, with the assets committed to a specific customer for a contractual term. DCC supports customers with both basic and sophisticated logistics and transportation needs, including routing and scheduling, specialized driver services, and logistical engineering support.

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     In the DCC business segment, first quarter 2004 revenue totaled $126.4 million, a decrease of 2% compared with $129.3 million in the first quarter of 2003. Operating revenue (revenue excluding freight under management) in the first quarter was $125.0 million, compared with $128.4 million in the year-earlier period. The revenue decrease was due primarily to the non-renewal of certain customer contracts.

     The DCC business segment’s NBT decreased in the first quarter of 2004 to $7.2 million compared with $7.8 million in the first quarter of 2003. Business segment NBT as a percentage of operating revenue was 5.8% compared with 6.1% in the same period of 2003.

Corporate Financial Information

Central Support Services

     Central Support Services (CSS) are overhead costs incurred to support all business segments and product lines. Substantially all CSS costs are allocated to the various business segments.

     In the first quarter of 2004, CSS costs decreased to $48.8 million, from $53.9 million in the year-earlier period. This marked the 13th consecutive quarter of reduced CSS costs. The decreases were primarily due to reduced pricing on the purchase of information technology services.

Capital Expenditures

     Capital expenditures were $275.7 million in the first quarter of 2004, up 86% compared with $147.9 million in the same quarter of 2003. The increase in capital expenditures reflects planned higher vehicle replacements, primarily related to the rental product line. In addition, approximately $147 million was paid in the first quarter of 2004 in connection with Ryder’s previously announced acquisitions.

Leverage and Free Cash Flow

     On-balance-sheet debt as of March 31, 2004 increased by $29.9 million compared with year-end 2003. The leverage ratio for on-balance-sheet debt as of

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March 31, 2004 was 133% compared with 135% at year-end. Total obligations to equity as of March 31, 2004 were 142%, down from 146% at year-end. Free cash flow for the first quarter of 2004 is estimated to be a negative $7.0 million compared with $65.0 million for the year-earlier period. The decline in free cash flow reflects the payments for acquisitions in 2004 as well as higher capital expenditures.

     Commenting on the Company’s corporate financial performance, Ryder Chief Financial Officer Tracy Leinbach stated, “Our strong financial position continues to give us more options and new opportunities to grow the business. Going forward, as planned, we expect higher levels of capital expenditure as required to support accelerated growth.”

Outlook

     “With sound business processes in place throughout the Company, we are well-positioned to achieve profitable growth through all of the options now available to us,” said Swienton. “Our recent acquisitions demonstrate our capacity to leverage our processes and infrastructure and serve significant numbers of additional customers with only modest increases in facilities and resources. In addition, the growth of transactional business accelerated during the quarter and we are now seeing increased demand in our full service lease offering. However, we have not experienced planned levels of contract signings and customer volumes in our Supply Chain Solutions and Dedicated Contract Carriage business. As we continue to take on new business, whether organically or through other means, we are confident in our ability to provide excellent customer service while delivering powerful earnings leverage for our shareholders. Given this combination of factors, we are forecasting second quarter EPS to be in the range of $0.66 to $0.70.”

     He continued, “We are increasing our full-year forecast to a range of $2.70 to $2.82, due primarily to better than expected returns from acquired operations, continuing strength in commercial rental and improving demand for our lease product.”

About Ryder

     Ryder provides leading-edge transportation, logistics, and supply chain management solutions worldwide. Ryder’s product offerings range from full-service

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leasing, commercial rental and programmed maintenance of vehicles to integrated services such as dedicated contract carriage and carrier management. Additionally, Ryder offers comprehensive supply chain solutions, consulting, lead logistics management services and e-Business solutions that support customers’ entire supply chains, from inbound raw materials and parts through distribution and delivery of finished goods. Ryder serves customer needs throughout North America, in Latin America, Europe and Asia.

     The National Safety Council selected Ryder to receive the 2002 Green Cross for Safety Medal – its highest honor – for exemplary commitment to workplace safety and corporate citizenship. For the eighth consecutive year, Ryder was featured in the 2004 Fortune Most Admired Companies survey of corporate reputations. Ryder is ranked 87 in the InformationWeek 500 of leading business users of information technology in 2003. InternetWeek named Ryder as one of the top 100 U.S. companies for effectiveness in using the Internet to achieve tangible business benefits. For the sixth consecutive year, Ryder has been named a top three third-party logistics provider by Inbound Logistics.

     Ryder’s stock is a component of the Dow Jones Transportation Average and the Standard & Poor’s 500 Index. With 2003 revenue of $4.8 billion, Ryder ranks 360th on the Fortune 500.

     For more information on Ryder System, Inc., visit www.ryder.com.

# # #

Note Regarding Forward Looking Statements: Certain statements and information included in this presentation are “forward-looking statements” under the Federal Private Securities Litigation Reform Act of 1995. Accordingly, we advise that these forward-looking statements be evaluated with consideration given to the many uncertainties inherent in our business that could cause actual results and events to differ materially from those in the forward-looking statements. Important factors that could cause such differences include, among others, the competitive pricing environment applicable to the Company’s businesses, customer retention levels, changes in customers’ business environments, changes in market conditions affecting the sale of used vehicles, adverse changes in debt ratings, changes in accounting assumptions, greater than expected expenses associated with the Company’s activities, changes in general economic conditions, availability of equipment, the Company’s ability to create operating synergies in connection with its recent FMS acquisitions and changes in government regulations. The risks included here are not exhaustive. 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 impacts of such factors on the Company’s business. Accordingly, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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Note Regarding Non-GAAP Financial Measures: This news release and the attached financial schedules include certain non-GAAP financial measures as defined under SEC rules. We have denoted each non-GAAP financial measure in the attached financial schedules and have provided a reconciliation of each such measure to the most comparable GAAP measure. Additional information regarding non-GAAP financial measures can be found in our investor presentation for the quarter and in our reports filed with the SEC, which are available in the investors area of our website at www.ryder.com.

Conference Call and Webcast Information:

Ryder’s earnings Webcast is scheduled for Monday, April 26, 2004, from 11:00 a.m. to 12:00 noon (Eastern Time). Speakers will be Chairman, President and Chief Executive Officer Greg Swienton and Executive Vice President and Chief Financial Officer Tracy Leinbach.

ð To join the conference call live: Begin 10 minutes prior to the conference by dialing the audio phone number 1-888-398-5319 using the Passcode: RYDER and Conference Leader: BOB BRUNN. Then, access the presentation via the Net Conference website at www.mymeetings.com/nc/join/ using the Conference Number: RG2646667 and Passcode: RYDER.

ð To access audio replays of the conference and view a presentation of Ryder’s earnings results: Dial 1-888-839-1153 and use the Passcode: 0426, then view the presentation by visiting the investors area of Ryder’s website at www.ryder.com.

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RYDER SYSTEM, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS — UNAUDITED
Periods ended March 31, 2004 and 2003
(In millions, except per share amounts)

		Three Months
		2004			2003
Revenue		$	1,212.3			1,194.4
Operating expense			542.8			515.1
Salaries and employee-related costs			307.0			312.7
Freight under management expense			91.1			104.9
Depreciation expense			175.0			140.3
Gains on vehicle sales, net			(6.3	)		(4.3	)
Equipment rental			25.7			73.7
Interest expense			24.4			22.1
Miscellaneous income, net			(2.3	)		(2.5	)
Restructuring and other recoveries, net			(1.1	)		(0.3	)
			1,156.3			1,161.7
Earnings before income taxes and cumulative effect of change in accounting principle			56.0			32.7
Provision for income taxes			(21.0	)		(11.8	)
Earnings before cumulative effect of change in accounting principle			35.0			20.9
Cumulative effect of change in accounting principle			—			(1.1	)
Net earnings		$	35.0			19.8
Earnings per common share — Diluted		$	0.53			0.31
Weighted-average shares outstanding — Diluted			66.1			62.8
Supplemental earnings per share information:
	Earnings before cumulative effect of change in accounting principle	$	0.53			0.33
	Cumulative effect of change in accounting principle		—			(0.02	)
	Net earnings	$	0.53			0.31
	Memo: EPS Impact of restructuring and other recoveries, net	$	0.01			—

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RYDER SYSTEM, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS
PRELIMINARY AND SUBJECT TO RECLASSIFICATION
(Dollars in millions)

	March 31,		December 31,
	2004		2003
Assets:
Cash and cash equivalents	$	116.4		140.6
Other current assets		1,002.4		966.5
Revenue earning equipment, net		3,254.8		3,046.0
Operating property and equipment, net		500.8		506.9
Other assets		614.1		618.6
	$	5,488.5		5,278.6
Liabilities and shareholders’ equity:
Current liabilities (including current portion of long-term debt)	$	1,076.8		1,074.1
Long-term debt		1,580.5		1,449.5
Other non-current liabilities (including deferred income taxes)		1,446.0		1,410.6
Shareholders’ equity		1,385.2		1,344.4
	$	5,488.5		5,278.6

SELECTED KEY RATIOS

	March 31,			December 31,
	2004			2003
Debt to equity		133	%		135	%
Total obligations to equity (a) *		142	%		146	%

	Three months ended
	March 31
	2004			2003
Return on average common equity (b)		11.7	%		9.4	%
Return on average assets (b)		2.9	%		2.4	%
Average asset turnover		94.2	%		99.8	%

(a)	Total obligations represent debt plus off-balance sheet equipment obligations.
(b)	Includes the effect of accounting change.
*	Non-GAAP financial measure; see reconciliation to closest GAAP financial measure included within this release.

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RYDER SYSTEM, INC. AND SUBSIDIARIES

BUSINESS SEGMENT REVENUE AND EARNINGS — UNAUDITED
Periods ended March 31, 2004 and 2003
(Dollars in millions)

								Three Months
					2004			2003			B(W)
Revenue:
	Fleet Management Solutions:
			Full service lease and programmed maintenance		$	462.3			443.3			4.3	%
			Commercial rental			123.3			106.7			15.6	%
			Fuel			178.4			176.0			1.4	%
			Other			77.5			85.0			(8.8	%)
				Total Fleet Management Solutions		841.5			811.0			3.8	%
	Supply Chain Solutions					321.1			334.2			(3.9	%)
	Dedicated Contract Carriage					126.4			129.3			(2.2	%)
	Eliminations					(76.7	)		(80.1	)		4.2	%
				Total revenue	$	1,212.3			1,194.4			1.5	%
Business Segment Earnings:
	Earnings before income taxes:
			Fleet Management Solutions		$	54.7			32.3			69.3	%
			Supply Chain Solutions			7.5			7.3			2.7	%
			Dedicated Contract Carriage			7.2			7.8			(7.7	%)
			Eliminations			(7.3	)		(8.6	)		15.1	%
						62.1			38.8			60.1	%
	Unallocated Central Support Services					(7.2	)		(6.4	)		(12.5	%)
	Earnings before restructuring and other recoveries, net					54.9			32.4			69.4	%
		and income taxes Restructruring and and other recoveries, net				1.1			0.3			266.7	%
	Earnings before income taxes and cumulative effect of change in accounting principle					56.0			32.7			71.3	%
	Provision for income taxes					(21.0	)		(11.8	)		(78.0	%)
	Earnings before cumulative effect of change in accounting principle					35.0			20.9			67.5	%
	Cumulative effect of change in accounting principle					—			(1.1	)	NA
	Net earnings				$	35.0			19.8			76.8	%

Note: Certain prior period amounts have been reclassified to conform to current year presentation.

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RYDER SYSTEM, INC. AND SUBSIDIARIES

BUSINESS SEGMENT INFORMATION — UNAUDITED
Periods ended March 31, 2004 and 2003
(Dollars in millions)

				Three Months
	2004			2003			B(W)
Fleet Management Solutions
Total revenue	$	841.5			811.0			3.8	%
Fuel revenue		(178.4	)		(176.0	)		1.4	%
Dry revenue *	$	663.1			635.0			4.4	%
Segment net before tax earnings	$	54.7			32.3			69.3	%
Earnings before income taxes as % of total revenue		6.5	%		4.0	%
Earnings before income taxes as % of dry revenue *		8.2	%		5.1	%
Supply Chain Solutions
Total revenue	$	321.1			334.2			(3.9	%)
Freight Under Management (FUM) expense		(89.7	)		(103.9	)		(13.7	%)
Operating revenue *	$	231.4			230.3			0.5	%
Segment net before tax earnings	$	7.5			7.3			2.7	%
Earnings before income taxes as % of total revenue		2.3	%		2.2	%
Earnings before income taxes as % of operating revenue *		3.2	%		3.2	%
Dedicated Contract Carriage
Total revenue	$	126.4			129.3			(2.2	%)
Freight Under Management (FUM) expense		(1.4	)		(0.9	)		55.6	%
Operating revenue *	$	125.0			128.4			(2.6	%)
Segment net before tax earnings	$	7.2			7.8			(7.7	%)
Earnings before income taxes as % of total revenue		5.7	%		6.0	%
Earnings before income taxes as % of operating revenue *		5.8	%		6.1	%

* Non-GAAP financial measure

Note: Certain prior period amounts have been reclassified to conform to current year presentation.

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RYDER SYSTEM, INC. AND SUBSIDIARIES

NON-GAAP FINANCIAL MEASURE RECONCILIATIONS — PRELIMINARY AND UNAUDITED
Periods ended March 31, 2004 and 2003
(Dollars in millions)

FREE CASH FLOW RECONCILIATION

	Three Months
	2004			2003
Net cash provided by operating activities	$	315.7		$	156.4
Collections on direct finance leases		14.9			15.9
Sales of property and revenue earning equipment		85.8			40.0
Purchases of property and revenue earning equipment		(275.7	)		(147.9	)
Acquisitions		(146.9	)		—
Other, net		(1.2	)		0.5
Free cash flow *	$	(7.4	)	$	64.9

DEBT TO EQUITY RECONCILIATION

		March 31,					December 31,
		2004		% to Equity			2003		% to Equity
On-balance sheet debt		$	1,845.8		133	%	$	1,815.9		135	%
	PV of minimum lease payments and guaranteed residual values under operating leases for vehicles(a)		125.8					153.2
Total obligations *		$	1,971.6		142	%	$	1,969.1		146	%

(a)	Discounted at the interest rate implicit in the lease.
*	Non-GAAP financial measure

12 EX-99.2 3 g88708exv99w2.htm PRESENTATION

First Quarter 2004 Earnings Conference Call April 26, 2004

Safe Harbor Certain statements and information included in this presentation are "forward-looking statements" under the Federal Private Securities Litigation Reform Act of 1995. Accordingly, we advise that these forward-looking statements be evaluated with consideration given to the many uncertainties inherent in our business that could cause actual results and events to differ materially from those in the forward-looking statements. Important factors that could cause such differences include, among others, the competitive pricing environment applicable to the Company's businesses, customer retention levels, changes in customers' business environments, changes in market conditions affecting the sale of used vehicles, adverse changes in debt ratings, changes in accounting assumptions, greater than expected expenses associated with the Company's activities, changes in general economic conditions, availability of equipment, the Company's ability to create operating synergies in connection with its recent FMS acquisitions and changes in government regulations. The risks included here are not exhaustive. 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 the Company's business. Accordingly, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Contents First Quarter Results Asset Management Update Earnings Outlook Q & A

1st Quarter Results Earnings per diluted share were $0.53, up from $0.33 in 1Q03 Includes $0.01 credit for sale of facility not related to operations Fleet Management Solutions dry revenue growth of 4% vs. prior year Lease revenue up year-over-year due to acquisitions Highest lease contract signings in past three years Strong improvement in commercial rental revenue; increases in both pricing and activity levels Fleet Management Solutions earnings positively impacted by recent acquisitions, improved rental results and reduced pension expense Overview

1st Quarter Results (continued) Supply Chain Solutions revenue down vs. prior year due to non- renewal of certain contracts and volume reductions; decline smaller than forecast Revenue increases realized in Canada, Latin America and Asia Supply Chain Solutions earnings up slightly year-over-year; impact of lower revenue base offset by overhead reductions Dedicated Contract Carriage earnings down from prior year due to revenue decline Strong cost management in overhead areas continues to positively contribute to results Overview

Earnings Per Share First Quarter Actual Results

Business Segment First Quarter ($ Millions) (1) 2003 net before tax earnings for FMS and DCC restated for change in cost allocations. Refer to Appendix - FMS / DCC Segment NBT Reconciliation. (2) Allocation of Restructuring and Other Recoveries, Net across business segments was as follows: FMS - $0.1, SCS - $0.1, and CSS - $0.9 in 2004 and FMS - $0.3 in 2003.

Capital Expenditures ($ Millions) First Quarter Full year 2004 forecast for capital expenditures excluding acquisitions anticipates an increase of $489 million or 67% related to both increased vehicle replacements and fleet growth

Debt to Equity Ratio Continued and focused emphasis to strengthen the balance sheet ($ Millions) Notes: - Includes impact of accumulated net pension related equity charge of $187 million in 1Q2004 and 4Q2003, and $229 million in 1Q2003. - 3Q2003 includes impact of consolidating variable interest entities previously disclosed as off-balance sheet debt. (1) Non-GAAP financial measure; refer to Appendix - Non-GAAP Financial Measures.

Free Cash Flow (1) Includes non-cash restructuring and other recoveries, net and cumulative effect of changes in accounting principles (2) Non-GAAP financial measure; refer to Appendix - Non-GAAP Financial Measures ($ Millions) First Quarter Preliminary

Contents First Quarter Results Asset Management Update Earnings Outlook Q & A

Asset Management Update Note: U.S. only Used tractor retail sales proceeds continue to show signs of improvement over prior year, up 13% vs prior year period The overall number of vehicles sold was up 27% compared to prior year at 4,087 Total number of non-revenue earning vehicles of 8,648 is down 190 units or 2% vs. prior year period Not yet earning (NYE) vehicles are 1,384 No longer earning (NLE) vehicles are 7,264 3,918 of these units are held for sale at the used truck centers

Redeployments Extensions Early Terminations Early Replacements 1Q00 1170 365 1650 1561 1Q01 1131 657 1673 474 1Q02 1790 1350 1903 344 1Q03 1322 948 1379 215 1Q04 1356 709 757 211 Asset Management Update Note: U.S. only Focused efforts in the area of asset management continue to positively impact earnings and strengthen free cash flow Extensions have declined 25% as forecast

Contents First Quarter Results Asset Management Update Earnings Outlook Q & A

Earnings Outlook Increasing full year 2004 forecasted earnings by $0.18 to $2.70 - $2.82 per share. Current projection for EPS is as follows: ($ Earnings Per Share) 2nd Quarter Full Year 2004 Projected EPS 0.66 - 0.70 2.70 - 2.82

Q & A

Appendix Business Segment Detail FMS / DCC Segment NBT Reconciliation Asset Management Update Non-Revenue Earning Equipment Financial Indicators Forecast Non-GAAP Financial Measures & Reconciliations

Fleet Management Solutions (FMS) ($ Millions) First Quarter (a) The Company uses dry revenue, a non-GAAP financial measure, to evaluate the operating performance of the FMS business segment and as a measure of sales activity. Fuel services revenue, which is directly impacted by fluctuations in market fuel prices, is excluded from the dry revenue computation as fuel is largely a pass through to customers for which the Company realizes minimal changes in profitability as a result of fluctuations in fuel services revenue.

Supply Chain Solutions (SCS) ($ Millions) First Quarter (a) Includes $8.4 million associated with an inventory procurement contract which began in 2003. The terms of this contract were renegotiated in the first quarter of 2004 and will result in net revenue reporting on a prospective basis. (b) The Company uses operating revenue, a non-GAAP financial measure, to evaluate the operating performance of the SCS business segment and as a measure of sales activity. FUM expense is deducted from total revenue to arrive at operating revenue as FUM expense is largely a pass through to customers. The Company realizes minimal changes in profitability as a result of fluctuations in FUM expense.

Dedicated Contract Carriage (DCC) ($ Millions) First Quarter (a) The Company uses operating revenue, a non GAAP financial measure, to evaluate the operating performance of the DCC business segment and as a measure of sales activity. FUM expense is deducted from total revenue to arrive at operating revenue as FUM expense is largely a pass through to customers. The Company realizes minimal changes in profitability as a result of fluctuations in FUM expense.

Central Support Services (CSS) ($ Millions) First Quarter

FMS / DCC Segment NBT Reconciliation ($ Millions) Note: In 2004, the Company changed its methodology of allocating sales support costs between the FMS and DCC segments. Accordingly, 2003 segment NBT measures for these segments have been adjusted to provide the retroactive effect of this change.

Non-Revenue Earning Equipment Not Yet Earning - "NYE" No Longer Earning - "NLE" Total 10,727 Dec 2000 Total 12,040 Mar 2001 Total 10,915 June 2001 Total 10,991 Sept 2001 Total 11,072 Dec 2001 Total 10,361 Mar 2002 Total 8,838 Mar 2003 Total 8,691 June 2002 Total 8,433 Sept 2002 Total 8,131 Dec 2002 Total 7,985 Jun 2003 Note: U.S. only Total 7,200 Sept 2003 Total 8,079 Dec 2003 Units held for sale 5,215 5,115 4,274 3,485 Total 8,648 Mar 2004 3,918

Debt to Equity Ratio Actual 1999 Actual 2000 Actual 2001 Actual 2002 Actual 2003 Forecast 2004 (2) Financial Indicators Forecast (1) Free Cash Flow (2) ($ Millions) Actual 1999 Actual 2000 Actual 2001 Actual 2002 Actual 2003 Forecast 2004 1990 1991 1992 1993 1994 1995 1996 1998 Actual 1999 Actual 2000 Actual 2001 Actual 2002 Actual 2003 Forecast 2004 Lease 508 375 563 708 1047 1339 906 1002 1342 974 399 452 459 898 Rental 146 88 374 403 497 506 129 177 256 190 131 19 220 226 Other 2 1 4 1 0 33 2 42 29 23 51 85 0 0 PPE 87 69 66 75 142 169 172 113 107 102 76 44 46 91 Acquisition 51 6 15 0 143 0 0 52 13 29 0 0 0 Capital Expenditures ($ Millions) $1,734 $657 $600 $725 $1,289 (1) Free Cash Flow and Debt to Equity include acquisiitions. Capital Expenditures exclude acquisitions. (2) Non-GAAP financial measure; refer to Appendix - Non-GAAP Financial Measures $1,214 ($911) ($270) $126 $366 $269 ($76)

Non-GAAP Financial Measures This presentation includes "non-GAAP financial measures" as defined by SEC rules. As required by SEC rules, we provide a reconciliation of each non-GAAP financial measure to the most comparable GAAP measure and an explanation why management believes that presentation of the non-GAAP financial measure provides useful information to investors. Non-GAAP financial measures should be considered in addition to, but not as a substitute for or superior to, other measures of financial performance prepared in accordance with GAAP. Specifically, the following non-GAAP financial measures are included in this presentation:

Free Cash Flow Reconciliation ($ Millions) First Quarter Preliminary (a) The Company uses free cash flow, a non-GAAP financial measure, because management considers it to be an important measure of comparative operating performance. Management believes free cash flow provides investors with an important perspective on the cash available for debt service, acquisitions and shareholders after making capital investments required to support ongoing business operations. The calculation of free cash flow may be different from the calculation used by other companies and therefore comparability may be limited.

Debt to Equity Reconciliation (a) The Company uses total obligations, a non-GAAP financial measure, which includes certain off-balance sheet financial obligations relating to revenue earning equipment. Management believes this non-GAAP financial measure is useful to investors as it is a more complete measure of the Company's existing financial obligations and helps investors better assess the Company's overall leverage position. Note: In connection with adopting FIN 46 effective July 1, 2003, the Company consolidated the vehicle securitization trusts previously disclosed as off-balance sheet debt.

Free Cash Flow Reconciliation Full Year (1) The Company uses free cash flow, a non-GAAP financial measure, because management considers it to be an important measure of comparative operating performance. Management believes free cash flow provides investors with an important perspective on the cash available for debt service and shareholders after making capital investments required to support ongoing business operations. The calculation of free cash flow may be different from the calculation used by other companies and therefore comparability may be limited. ($ Millions)

Debt to Equity Reconciliation Full Year Note: In connection with adopting FIN 46 effective July 1, 2003, the Company consolidated the vehicle securitization trusts previously disclosed as off-balance sheet debt. (1) The Company uses total obligations and total obligations to equity, non-GAAP financial measures, which include certain off-balance sheet financial obligations relating to revenue earning equipment. Management believes these non-GAAP financial measures are useful to investors as they are more complete measures of the Company's existing financial obligations and help investors better assess the Company's overall leverage position. ($ Millions)

EX-99.2

Presentation