(A) INTERIM FINANCIAL STATEMENTS

     The accompanying unaudited Consolidated Condensed Financial Statements include the accounts of Ryder System, Inc. (Ryder) and all entities in which Ryder has a controlling voting interest (“subsidiaries”), and variable interest entities (VIEs) required to be consolidated in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The accompanying unaudited Consolidated Condensed Financial Statements have been prepared in accordance with the accounting policies described in our 2010 Annual Report on Form 10-K and should be read in conjunction with the Consolidated Financial Statements and notes thereto. These financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included and the disclosures herein are adequate. The operating results for interim periods are unaudited and are not necessarily indicative of the results that can be expected for a full year.

(B) ACCOUNTING CHANGES

     In September 2009, the Financial Accounting Standards Board (FASB) issued accounting guidance which amends the criteria for allocating a contract’s consideration to individual services or products in multiple-deliverable arrangements. The guidance requires that the best estimate of selling price be used when vendor specific objective or third-party evidence for deliverables cannot be determined. This guidance is effective for us for revenue arrangements entered into or materially modified after December 31, 2010. The adoption of this accounting guidance did not have a material impact on our consolidated financial position, results of operations or cash flows.

(C) ACQUISITIONS

     The Scully Companies — On January 28, 2011, we acquired the common stock of The Scully Companies, Inc.’s (“Scully”) Fleet Management Solutions (FMS) business and the assets of Scully’s Dedicated Contract Carriage (DCC) business. The acquisition included Scully’s fleet of approximately 1,800 full service lease and 300 rental vehicles, and approximately 200 contractual customers. The purchase price was $90.7 million, of which $71.2 million has been paid as of March 31, 2011. The purchase price includes $14.4 million in contingent consideration to be paid to the seller if certain conditions are met. As of March 31, 2011, the fair value of the contingent consideration has been reflected within “Accrued expenses and other current liabilities” in our Consolidated Condensed Balance Sheet. See Note (N), “Fair Value Measurements,” for additional information. The initial recording of the transaction was based on preliminary valuation assessments and is subject to change. As of March 31, 2011, goodwill and customer relationship intangibles related to the Scully acquisition were $26.7 million and $11.2 million, respectively. The combined network operates under the Ryder name, complementing our FMS and DCC business segments market coverage in the Western United States.

     Carmenita Leasing, Inc. — On January 10, 2011, we acquired the assets of Carmenita Leasing, Inc., a full service leasing and rental business located in Santa Fe Springs, California, which included a fleet of approximately 190 full service lease and rental vehicles, and 60 contractual customers for a purchase price of $9.0 million, of which $8.4 million has been paid as of March 31, 2011. The initial recording of the transaction was based on preliminary valuation assessments and is subject to change. As of March 31, 2011, goodwill and customer relationship intangibles related to the Carmenita acquisition were $0.1 million and $0.3 million, respectively. The combined network operates under the Ryder name, complementing our FMS business segment market coverage in California.

     Total Logistic Control — On December 31, 2010, we acquired all of the common stock of Total Logistic Control (TLC), a leading provider of comprehensive supply chain solutions to food, beverage, and consumer packaged goods manufacturers in the U.S. TLC provides customers a broad suite of end-to-end services, including distribution management, contract packaging services and solutions engineering. This acquisition enhances our SCS capabilities and growth prospects in the areas of packaging and warehousing, including temperature-controlled facilities. The purchase price was $208.0 million, of which $3.4 million was paid during the three months ended March 31, 2011. During the three months ended March 31, 2011, the purchase price was reduced by $0.6 million due to contractual adjustments in acquired deferred taxes. The purchase price is subject to further adjustments based on resolution of certain items with the seller. As of March 31, 2011, goodwill and customer relationship intangibles related to the TLC acquisition were $134.0 million and $35.0 million, respectively.

     Proforma information for the 2011 acquisitions is not disclosed because the effects of these acquisitions are not significant. During the three months ended March 31, 2011 and 2010, we paid $0.8 million and $2.4 million, respectively, related to acquisitions completed in prior years.

     Subsequent Event

     On April 1, 2011, we entered into an asset purchase agreement with B.I.T. Leasing, Inc., (“BIT”) a full service truck leasing and fleet services company located in Hayward, California, for a purchase price of $13.8 million. This agreement complements a 2010 acquisition whereby we acquired a portion of BIT’s fleet of full service lease and rental vehicles and contractual customers. The combination of both acquisitions included BIT’s fleet of approximately 490 full service lease and rental vehicles, 70 contract maintenance vehicles and 130 contractual customers. The asset purchase will be accounted for as an acquisition of a business.

(D) DISCONTINUED OPERATIONS

     In 2009, we ceased Supply Chain Solutions (SCS) service operations in Brazil, Argentina, Chile and European markets. Accordingly, results of these operations, financial position and cash flows are separately reported as discontinued operations for all periods presented either in the Consolidated Condensed Financial Statements or notes thereto.

     Summarized results of discontinued operations were as follows:

		Three months ended March 31,
		2011				2010
		(In thousands)
Total revenue		$	—				—
Pre-tax loss from discontinued operations		$	(747	)			(505	)
Income tax benefit			15				6
Loss from discontinued operations, net of tax		$	(732	)			(499	)

     Results of discontinued operations in the first quarter of 2011 included $0.7 million of pre-tax losses related to adverse legal developments, professional fees and administrative fees associated with our discontinued South American operations. Results of discontinued operations in the first quarter of 2010 included $0.3 million of pre-tax operating losses and $0.2 million of pre-tax exit-related restructuring and other charges for employee severance, retention bonuses and lease contract termination charges.

     We are subject to various claims, tax assessments and administrative proceedings associated with our discontinued operations. We have established loss provisions for matters in which losses are deemed probable and can be reasonably estimated. However, at this time, it is not possible for us to determine fully the ultimate effect of all unasserted claims and assessments on our consolidated financial condition, results of operations or liquidity. Additional adjustments and expenses may be recorded through discontinued operations in future periods as further relevant information becomes available. Although it is not possible to predict the ultimate outcome of these matters, we do not expect that any resulting liability will have a material adverse effect upon our financial condition, results of operations or liquidity.

     The following is a summary of assets and liabilities of discontinued operations:

		March 31,				December 31,
		2011				2010
		(In thousands)
Assets:
Total current assets, primarily other receivables		$	4,337			$	4,710
Total assets		$	6,125			$	6,346
Liabilities:
Total current liabilities, primarily other payables		$	3,975			$	4,018
Total liabilities		$	7,936			$	7,882

(E) SHARE-BASED COMPENSATION PLANS

     Share-based incentive awards are provided to employees under the terms of various share-based compensation plans (collectively, the “Plans”). The Plans are administered by the Compensation Committee of the Board of Directors. Awards under the Plans principally include at-the-money stock options, nonvested stock and cash awards. Share-based compensation expense is generally recorded in “Salaries and employee-related costs” in the Consolidated Condensed Statements of Earnings.

     The following table provides information on share-based compensation expense and income tax benefits recognized during the periods:

		Three months ended March 31,
		2011				2010
		(In thousands)
Stock option and stock purchase plans		$	2,247				2,253
Nonvested stock			1,858				1,688
Share-based compensation expense			4,105				3,941
Income tax benefit			(1,372	)			(1,326	)
Share-based compensation expense, net of tax		$	2,733				2,615

     During the three months ended March 31, 2011 and 2010, approximately 700,000 and 900,000 stock options, respectively, were granted under the Plans. These awards, which generally vest one-third each year from the date of grant, are fully vested three years from the grant date and have contractual terms of seven years. The fair value of each option award at the date of grant was estimated using a Black-Scholes-Merton option-pricing valuation model. The weighted-average fair value per option granted during the three months ended March 31, 2011 and 2010 was $12.84 and $8.93, respectively.

     During the three months ended March 31, 2011 and 2010, approximately 140,000 and 190,000 market-based restricted stock rights, respectively, were granted under the Plans. Employees only receive the grant of stock if Ryder’s cumulative average total shareholder return (TSR) at least meets the S&P 500 cumulative average TSR over an applicable three-year period. The fair value of the market-based restricted stock rights was estimated using a lattice-based option-pricing valuation model that incorporates a Monte-Carlo simulation. The fair value of the market-based awards was determined and fixed on the grant date and is based on the likelihood of Ryder achieving the market-based condition. The weighted-average fair value per market-based restricted stock right granted during the three months ended March 31, 2011 and 2010 was $25.29 and $15.65, respectively.

     During the three months ended March 31, 2011 and 2010, approximately 120,000 and 20,000 time-vested restricted stock rights, respectively, were granted under the plans. The time-vested restricted stock rights entitle the holder to shares of common stock as the awards vest over a three-year period. The fair value of the time-vested awards is determined and fixed on the date of grant based on Ryder’s stock price on the date of grant. The weighted-average fair value per time-vested restricted stock right granted during the three months ended March 31, 2011 and 2010 was $50.62 and $32.99, respectively.

     During the three months ended March 31, 2011 and 2010, employees who received market-based restricted stock rights also received market-based cash awards. The awards have the same vesting provisions as the market-based restricted stock rights except that Ryder’s TSR must at least meet the TSR of the 33rd percentile of the S&P 500. The cash awards are accounted for as liability awards under the share-based compensation accounting guidance as the awards are based upon the performance of our common stock and are settled in cash. As a result, the liability is adjusted to reflect fair value at the end of each reporting period. The fair value of the cash awards was estimated using a lattice-based option-pricing valuation model that incorporates a Monte-Carlo simulation.

     The following table is a summary of compensation expense recognized related to cash awards in addition to the share-based compensation expense reported in the previous table:

		Three months ended March 31,
		2011				2010
		(In thousands)
Cash awards		$	460				94

     Total unrecognized pre-tax compensation expense related to share-based compensation arrangements at March 31, 2011 was $39.1 million and is expected to be recognized over a weighted-average period of approximately 2.2 years.

(F) EARNINGS PER SHARE

     We compute earnings per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Our nonvested stock are considered participating securities since the share-based awards contain a non-forfeitable right to dividend equivalents irrespective of whether the awards ultimately vest. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period.

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

		Three months ended March 31,
		2011				2010
		(In thousands, except per share amounts)
Earnings per share — Basic:
Earnings from continuing operations		$	25,857				12,872
Less: Distributed and undistributed earnings allocated to nonvested stock			(405	)			(172	)
Earnings from continuing operations available to common shareholders — Basic		$	25,452				12,700
Weighted average common shares outstanding — Basic			50,626				52,679
Earnings from continuing operations per common share — Basic		$	0.50				0.24
Earnings per share — Diluted:
Earnings from continuing operations		$	25,857				12,872
Less: Distributed and undistributed earnings allocated to nonvested stock			(403	)			(172	)
Earnings from continuing operations available to common shareholders — Diluted		$	25,454				12,700
Weighted average common shares outstanding — Basic			50,626				52,679
Effect of dilutive options			385				23
Weighted average common shares outstanding — Diluted			51,011				52,702
Earnings from continuing operations per common share — Diluted		$	0.50				0.24
Anti-dilutive options not included above			1,442				2,315

(G) RESTRUCTURING AND OTHER CHARGES

     Restructuring charges, net for the three months ended March 31, 2011 represented $0.8 million of employee severance and benefit costs related to workforce reductions and termination costs associated with non-essential equipment contracts assumed in the Scully acquisition.

     Activity related to restructuring reserves including discontinued operations were as follows:

														Foreign
		December 31, 2010								Cash				Translation				March 31, 2011
		Balance				Additions				Payments				Adjustments				Balance
		(In thousands)
Employee severance and benefits		$	234				405				11				5				633
Contract termination costs			3,813				375				553				88				3,723
Total		$	4,047				780				564				93				4,356

     At March 31, 2011, the majority of outstanding restructuring obligations are required to be paid over the next two years.

(H) DIRECT FINANCING LEASE RECEIVABLES

     We lease revenue earning equipment to customers for periods ranging from three to seven years for trucks and tractors and up to ten years for trailers. The majority of our leases are classified as operating leases. However, some of our revenue earning equipment leases are classified as direct financing leases and, to a lesser extent, sales-type leases. The net investment in direct financing and sales-type leases consisted of:

		March 31,				December 31,
		2011				2010
		(In thousands)
Total minimum lease payments receivable		$	561,575			$	548,419
Less: Executory costs			(181,266	)			(171,076	)
Minimum lease payments receivable			380,309				377,343
Less: Allowance for uncollectibles			(669	)			(784	)
Net minimum lease payments receivable			379,640				376,559
Unguaranteed residuals			59,086				57,898
Less: Unearned income			(96,646	)			(96,522	)
Net investment in direct financing and sales-type leases			342,080				337,935
Current portion			(62,925	)			(63,304	)
Non-current portion		$	279,155			$	274,631

     Our direct financing lease customers operate in a wide variety of industries, and we have no significant customer concentrations in any one industry. We assess credit risk for all of our customers including those who lease equipment under direct financing leases. Credit risk is assessed using an internally developed model which incorporates credit scores from third party providers and our own custom risk ratings and is updated on a monthly basis. The external credit scores are developed based on the customer’s historical payment patterns and an overall assessment of the likelihood of delinquent payments. Our internal ratings are weighted based on the industry that the customer operates, company size, years in business, and other credit-related indicators (i.e. profitability, cash flow, liquidity, tangible net worth, etc.). Any one of the following factors may result in a customer being classified as high risk: i) the customer has a history of late payments; ii) the customer has open lawsuits, liens or judgments; iii) the customer has been in business less than 3 years; and iv) the customer operates in an industry with low barriers to entry. For those customers who are designated as high risk, we typically require deposits to be paid in advance in order to mitigate our credit risk. Additionally, our receivables are collateralized by the vehicle’s fair value, which further mitigates our credit risk.

     The following table presents the credit risk profile by creditworthiness category of our direct financing lease receivables:

		March 31,				December 31,
		2011				2010
		(In thousands)
Very low risk		$	58,480			$	47,395
Low risk			47,442				44,598
Moderate risk			210,226				218,547
Moderately high risk			42,306				49,536
High risk			21,855				17,267
		$	380,309			$	377,343

     The following table is a rollforward of the allowance for credit losses on direct financing lease receivables for the three months ended March 31, 2011:

		(In thousands)
Balance at December 31, 2010		$	784
Charged to earnings			18
Deductions			(133	)
Balance at March 31, 2011		$	669

     As of March 31, 2011, the amount of direct financing lease receivables which were past due was not significant and there were no impaired receivables. Accordingly, we do not believe there is a material risk of default with respect to the direct financing lease receivables as of March 31, 2011.

(I) REVENUE EARNING EQUIPMENT

		March 31, 2011												December 31, 2010
						Accumulated				Net Book								Accumulated				Net Book
		Cost				Depreciation				Value(1)				Cost				Depreciation				Value (1)
		(In thousands)
Held for use:
Full service lease		$	5,712,106				(2,480,796	)			3,231,310			$	5,639,410				(2,408,126	)			3,231,284
Commercial rental			1,812,939				(652,619	)			1,160,320				1,549,094				(647,764	)			901,330
Held for sale			247,561				(181,324	)			66,237				260,114				(191,510	)			68,604
Total		$	7,772,606				(3,314,739	)			4,457,867			$	7,448,618				(3,247,400	)			4,201,218

     At the end of 2010, we completed our annual review of residual values and useful lives of revenue earning equipment. Based on the results of our analysis, we adjusted the estimated residual values of certain classes of revenue earning equipment effective January 1, 2011. The change in estimated residual values increased pre-tax earnings for the three months ended March 31, 2011 by approximately $1.4 million, or $0.02 per diluted common share, compared with the same period in 2010.

(J) GOODWILL

     The carrying amount of goodwill attributable to each reportable business segment with changes therein was as follows:

		Fleet				Supply				Dedicated
		Management				Chain				Contract
		Solutions				Solutions				Carriage				Total
		(In thousands)
Balance at January 1, 2011:
Goodwill		$	202,941				177,222				4,900				385,063
Accumulated impairment losses			(10,322	)			(18,899	)			—				(29,221	)
			192,619				158,323				4,900				355,842
Acquisitions			12,655				—				14,123				26,778
Purchase accounting adjustments			—				(4,319	)			—				(4,319	)
Foreign currency translation adjustment			195				250				—				445
Balance at March 31, 2011:
Goodwill			215,791				173,153				19,023				407,967
Accumulated impairment losses			(10,322	)			(18,899	)			—				(29,221	)
		$	205,469				154,254				19,023				378,746

     Purchase accounting adjustments related primarily to changes in deferred tax liabilities and evaluations of the physical and market condition of operating property and equipment. We did not recast the December 31, 2010 balance sheet as the adjustments are not material.

(K) ACCRUED EXPENSES AND OTHER LIABILITIES

		March 31, 2011												December 31, 2010
		Accrued				Non-Current								Accrued				Non-Current
		Expenses				Liabilities				Total				Expenses				Liabilities				Total
		(In thousands)
Salaries and wages		$	62,743				—				62,743			$	81,037				—				81,037
Deferred compensation			1,376				21,018				22,394				1,965				21,258				23,223
Pension benefits			3,000				336,175				339,175				2,984				333,074				336,058
Other postretirement benefits			3,385				44,462				47,847				3,382				43,787				47,169
Employee benefits			1,627				—				1,627				2,251				—				2,251
Insurance obligations, primarily self-insurance			126,195				153,122				279,317				110,697				148,639				259,336
Residual value guarantees			2,461				2,169				4,630				2,301				2,196				4,497
Deferred rent			12,228				11,338				23,566				2,397				16,787				19,184
Deferred vehicle gains			473				1,252				1,725				473				1,374				1,847
Environmental liabilities			4,942				9,014				13,956				5,145				8,908				14,053
Asset retirement obligations			3,799				12,577				16,376				3,868				12,319				16,187
Operating taxes			81,270				—				81,270				73,095				—				73,095
Income taxes			1,818				75,231				77,049				2,559				73,849				76,408
Interest			31,618				—				31,618				30,478				—				30,478
Deposits, mainly from customers			35,470				7,540				43,010				31,755				7,538				39,293
Deferred revenue			18,698				1,950				20,648				15,956				4,646				20,602
Acquisition holdbacks			20,670				—				20,670				6,177				—				6,177
Other			33,697				9,057				42,754				40,495				6,433				46,928
Total		$	445,470				684,905				1,130,375			$	417,015				680,808				1,097,823

(L) INCOME TAXES

          Uncertain Tax Positions

     We are subject to tax audits in numerous jurisdictions in the U.S. and foreign countries. Tax audits by their very nature are often complex and can require several years to complete. In the normal course of business, we are subject to challenges from the Internal Revenue Service (IRS) and other tax authorities regarding amounts of taxes due. These challenges may alter the timing or amount of taxable income or deductions, or the allocation of income among tax jurisdictions. As part of our calculation of the provision for income taxes on earnings, we recognize the tax benefit from uncertain tax positions that are at least more likely than not of being sustained upon audit based on the technical merits of the tax position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Such calculations require management to make estimates and judgments with respect to the ultimate outcome of a tax audit. Actual results could vary materially from these estimates.

     The following is a summary of tax years that are no longer subject to examination:

     Federal — audits of our U.S. federal income tax returns are closed through fiscal year 2006.

     State — for the majority of states, we are no longer subject to tax examinations by tax authorities for tax years before 2007.

     Foreign — we are no longer subject to foreign tax examinations by tax authorities for tax years before 2003 in Canada, 2001 in Brazil, 2006 in Mexico and 2007 in the U.K., which are our major foreign tax jurisdictions. In Brazil, we were assessed $17.0 million, including penalties and interest, related to the tax due on the sale of our outbound auto carriage business in 2001. On November 11, 2010, the Administrative Tax Court dismissed the assessment. The period for the tax authority to appeal the decision has not yet closed. We believe it is more likely than not that our tax position will ultimately be sustained and no amounts have been reserved for this matter.

     At March 31, 2011 and December 31, 2010, the total amount of gross unrecognized tax benefits (excluding the federal benefit received from state positions) was $62.2 million and $61.2 million, respectively. Unrecognized tax benefits related to federal, state and foreign tax positions may decrease by $2.2 million by March 31, 2012, if audits are completed or tax years close.

          Like-Kind Exchange Program

     We have a like-kind exchange program for certain of our revenue earning equipment operating in the U.S. Pursuant to the program, we dispose of vehicles and acquire replacement vehicles in a form whereby tax gains on disposal of eligible vehicles are deferred. To qualify for like-kind exchange treatment, we exchange through a qualified intermediary eligible vehicles being disposed of with vehicles being acquired, allowing us to generally carryover the tax basis of the vehicles sold (“like-kind exchanges”). The program results in a material deferral of federal and state income taxes. As part of the program, the proceeds from the sale of eligible vehicles are restricted for the acquisition of replacement vehicles and other specified applications. Due to the structure utilized to facilitate the like-kind exchanges, the qualified intermediary that holds the proceeds from the sales of eligible vehicles and the entity that holds the vehicles to be acquired under the program are required to be consolidated in the accompanying Consolidated Condensed Financial Statements in accordance with U.S. GAAP. At March 31, 2011 and December 31, 2010, these consolidated entities had total assets, primarily revenue earning equipment, and total liabilities, primarily accounts payable, of $140.0 million and $49.5 million, respectively.

          Tax Law Changes

     On January 13, 2011, the state of Illinois enacted changes to its tax system, which included an increase to the corporate income tax rate from 4.8% to 7.0%. The impact of this change resulted in a non-cash charge to deferred income taxes and a decrease to earnings for the three months ended March 31, 2011 of $1.2 million or $0.02 per diluted common share.

          Effective Tax Rate

     Our effective income tax rate from continuing operations for the first quarter of 2011 was 40.7% compared to 42.8% in the same period of the prior year. The decrease in the effective income tax rate from continuing operations was mainly due to a decrease in the amount of non-deductible items on higher earnings partially offset by the impact of the tax law change in the State of Illinois.

(M) DEBT

		Weighted-Average
		Interest Rate
		March 31,				December 31,								March 31,				December 31,
		2011				2010				Maturities				2011				2010
														(In thousands)
Short-term debt and current portion of long-term debt:
Unsecured foreign obligations			4.86%				4.56%				2011-2012			$	90,590			$	42,968
Current portion of long-term debt, including capital leases															377,384				377,156
Total short-term debt and current portion of long-term debt															467,974				420,124
Long-term debt:
U.S. commercial paper (1)			0.42%				0.42%				2012				77,984				367,880
Unsecured U.S. notes — Medium-term notes (1)			4.88%				5.28%				2011-2025				2,508,957				2,158,647
Unsecured U.S. obligations, principally bank term loans			1.53%				1.54%				2012-2013				105,400				105,600
Unsecured foreign obligations			—%				5.14%				—				—				45,109
Capital lease obligations			7.90%				7.86%				2011-2017				11,905				11,369
Total before fair market value adjustment															2,704,246				2,688,605
Fair market value adjustment on notes subject to hedging (2)															14,280				15,429
															2,718,526				2,704,034
Current portion of long-term debt, including capital leases															(377,384	)			(377,156	)
Long-term debt															2,341,142				2,326,878
Total debt														$	2,809,116			$	2,747,002

     We can borrow up to $875 million under a global revolving credit facility with a syndicate of thirteen lending institutions led by Bank of America N.A., Bank of Tokyo-Mitsubishi UFJ, Ltd., Mizuho Corporate Bank, Ltd., Royal Bank of Scotland Plc and Wells Fargo N.A. The global credit facility matures in April 2012 and is used primarily to finance working capital and provide support for the issuance of unsecured commercial paper in the U.S. and Canada. This facility can also be used to issue up to $75 million in letters of credit (there were no letters of credit outstanding against the facility at March 31, 2011). At our option, the interest rate on borrowings under the credit facility is based on LIBOR, prime, federal funds or local equivalent rates. The agreement provides for annual facility fees, which range from 22.5 basis points to 62.5 basis points, and are based on Ryder’s long-term credit ratings. The current annual facility fee is 37.5 basis points, which applies to the total facility size of $875 million. The credit facility contains no provisions limiting its availability in the event of a material adverse change to Ryder’s business operations; however, the credit facility does contain standard representations and warranties, events of default, cross-default provisions and certain affirmative and negative covenants. In order to maintain availability of funding, we must maintain a ratio of debt to consolidated tangible net worth, of less than or equal to 300%. Tangible net worth, as defined in the credit facility, includes 50% of our deferred federal income tax liability and excludes the book value of our intangibles. The ratio at March 31, 2011 was 191%. At March 31, 2011, $796.6 million was available under the credit facility, net of the support for commercial paper borrowings.

     Our global revolving credit facility permits us to refinance short-term commercial paper obligations on a long-term basis. Settlement of short-term commercial paper obligations not expected to require the use of working capital are classified as long-term as we have both the intent and ability to refinance on a long-term basis. At March 31, 2011 and December 31, 2010, we classified $78.0 million and $367.9 million, respectively, of short-term commercial paper as long-term debt.

     In February 2011, we issued $350 million of unsecured medium-term notes maturing in March 2015. If the notes are downgraded following, and as a result of, a change in control, the note holder can require us to repurchase all or a portion of the notes at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest. In connection with the issuance of the medium term notes, we entered into two interest rate swaps with an aggregate notional amount of $150 million maturing in March 2015. Refer to Note (O),“Derivatives,” for additional information.

     We have a trade receivables purchase and sale program, pursuant to which we sell certain of our domestic trade accounts receivable to a bankruptcy remote, consolidated subsidiary of Ryder, that in turn sells, on a revolving basis, an ownership interest in certain of these accounts receivable to a receivables conduit or committed purchasers. The subsidiary is considered a VIE and is consolidated based on our control of the entity’s activities. We use this program to provide additional liquidity to fund our operations, particularly when it is cost effective to do so. The costs under the program may vary based on changes in interest rates. The available proceeds that may be received under the program are limited to $175 million. If no event occurs which causes early termination, the 364-day program will expire on October 28, 2011. The program contains provisions restricting its availability in the event of a material adverse change to our business operations or the collectibility of the collateralized receivables. At March 31, 2011 and December 31, 2010, no amounts were outstanding under the program. Sales of receivables under this program will be accounted for as secured borrowings based on our continuing involvement in the transferred assets.

     At March 31, 2011 and December 31, 2010, we had letters of credit and surety bonds outstanding totaling $267.2 million and $264.8 million, respectively, which primarily guarantee the payment of insurance claims.

(N) FAIR VALUE MEASUREMENTS

     The following tables present our assets and liabilities that are measured at fair value on a recurring basis and the levels of inputs used to measure fair value:

						Fair Value Measurements
						At March 31, 2011 Using
		Balance Sheet Location				Level 1				Level 2				Level 3				Total
										(In thousands)
Assets:
Investments held in Rabbi Trusts:
Cash and cash equivalents						$	3,144				—				—				3,144
U.S. equity mutual funds							8,905				—				—				8,905
Foreign equity mutual funds							2,553				—				—				2,553
Fixed income mutual funds							2,977				—				—				2,977
Investments held in Rabbi Trusts		DFL and other assets					17,579				—				—				17,579
Interest rate swaps		DFL and other assets					—				14,280				—				14,280
Total assets at fair value						$	17,579				14,280				—				31,859
Liabilities:
Contingent consideration		Accrued expenses				$	—				—				14,400				14,400
						Fair Value Measurements
						At December 31, 2010 Using
		Balance Sheet Location				Level 1				Level 2				Level 3				Total
										(In thousands)
Assets:
Investments held in Rabbi Trusts
Cash and cash equivalents						$	2,348				—				—				2,348
U.S. equity mutual funds							8,409				—				—				8,409
Foreign equity mutual funds							5,188				—				—				5,188
Fixed income mutual funds							1,459				—				—				1,459
Investments held in Rabbi Trusts		DFL and other assets					17,404				—				—				17,404
Interest rate swap		DFL and other assets					—				15,429				—				15,429
Total assets at fair value						$	17,404				15,429				—				32,833

The following is a description of the valuation methodologies used for these items, as well as the level of inputs used to measure fair value:

     Investments held in Rabbi Trusts — The investments primarily include mutual funds that invest in equity and fixed income securities. Shares of mutual funds were valued based on quoted market prices, which represents the net asset value of the shares and were therefore classified within Level 1 of the fair value hierarchy.

     Interest rate swaps — The derivatives are pay-variable, receive-fixed interest rate swaps based on the LIBOR rate and are designated as fair value hedges. Fair value was based on a model-driven income approach using the LIBOR rate at each interest payment date, which was observable at commonly quoted intervals for the full term of the swaps. Therefore, our interest rate swaps were classified within Level 2 of the fair value hierarchy.

     Contingent consideration — Fair value was based on the income approach and uses significant inputs that are not observable in the market. Therefore, the liability was classified within Level 3 of the fair value hierarchy. Refer to Note (C), “Acquisitions,” for additional information.

     The following tables present our assets and liabilities that are measured at fair value on a nonrecurring basis and the levels of inputs used to measure fair value:

		Fair Value Measurements
		At March 31, 2011 Using												Total Losses (2)
		Level 1				Level 2				Level 3				Three months ended
		(In thousands)
Assets held for sale:
Revenue earning equipment: (1)
Trucks		$	—				—				10,155			$	1,689
Tractors			—				—				4,274				689
Trailers			—				—				646				661
Total assets at fair value		$	—				—				15,075			$	3,039

		Fair Value Measurements
		At March 31, 2010 Using												Total Losses (2)
		Level 1				Level 2				Level 3				Three months ended
		(In thousands)
Assets held for sale:
Revenue earning equipment: (1)
Trucks		$	—				—				16,304			$	4,369
Tractors			—				—				23,383				3,810
Trailers			—				—				2,548				1,551
Total revenue earning equipment			—				—				42,235				9,730
Operating property and equipment held for sale			—				—				8,792				—
Total assets at fair value		$	—				—				51,027			$	9,730

     Revenue earning equipment held for sale is stated at the lower of carrying amount or fair value less costs to sell. Losses to reflect changes in fair value are presented within “Depreciation expense” in the Consolidated Condensed Statements of Earnings. For revenue earning equipment held for sale, we stratify our fleet by vehicle type (tractors, trucks and trailers), weight class, age and other relevant characteristics and create classes of similar assets for analysis purposes. Fair value was determined based upon recent market prices obtained from our own sales experience for sales of each class of similar assets and vehicle condition. Therefore, our revenue earning equipment held for sale was classified within Level 3 of the fair value hierarchy.

     Fair value of total debt (excluding capital lease obligations) at March 31, 2011 and December 31, 2010 was approximately $2.94 billion and $2.86 billion, respectively. For publicly-traded debt, estimates of fair value were based on market prices. For other debt, fair value was estimated based on rates currently available to us for debt with similar terms and remaining maturities. The carrying amounts reported in the Consolidated Condensed Balance Sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturities of these financial instruments.

(O) DERIVATIVES

     In February 2011, we issued $350 million of unsecured medium-term notes maturing in March 2015. Concurrently, we entered into two interest rate swaps, with an aggregate notional amount of $150 million maturing in March 2015. The swaps were designated as fair value hedges whereby we receive fixed interest rate payments in exchange for making variable interest rate payments. The differential to be paid or received is accrued and recognized as interest expense. At March 31, 2011, the interest rate swap agreements effectively changed $150 million of fixed-rate debt instruments with an interest rate of 3.15% to LIBOR-based floating-rate debt at a weighted-average interest rate of 1.42%. Changes in the fair value of our interest rate swaps are offset by changes in the fair value of the debt instrument. Accordingly, there is no ineffectiveness related to the interest rate swaps.

     In February 2008, we issued $250 million of unsecured medium-term notes maturing in March 2013. Concurrently, we entered into an interest rate swap with a notional amount of $250 million maturing in March 2013. The swap was designated as a fair value hedge whereby we receive fixed interest rate payments in exchange for making variable interest rate payments. The differential to be paid or received is accrued and recognized as interest expense. At March 31, 2011, the interest rate swap agreement effectively changed $250 million of fixed-rate debt with an interest rate of 6.00% to LIBOR-based floating-rate debt at a rate of 2.59%. Changes in the fair value of our interest rate swap are offset by changes in the fair value of the debt instruments. Accordingly, there is no ineffectiveness related to the interest rate swap.

     The location and amount of gains (losses) on derivative instruments and related hedged items reported in the Consolidated Condensed Statements of Earnings were as follows:

		Location of Gain (Loss)				Three months ended March 31,
Fair Value Hedging Relationship		Recognized in Income				2011				2010
						(In thousands)
Derivatives: Interest rate swaps		Interest expense				$	(1,149	)			2,027
Hedged items: Fixed-rate debt		Interest expense					1,149				(2,027	)
Total						$	—				—

     Refer to Note (N), “Fair Value Measurements,” for disclosures of the fair value and line item caption of derivative instruments recorded on the Consolidated Condensed Balance Sheets.

(P) SHARE REPURCHASE PROGRAMS

     In December 2009, our Board of Directors authorized a share repurchase program intended to mitigate the dilutive impact of shares issued under our various employee stock, stock option and stock purchase plans. Under the December 2009 program, management is authorized to repurchase shares of common stock in an amount not to exceed the number of shares issued to employees under the Company’s various employee stock, stock option and stock purchase plans from December 1, 2009 through December 15, 2011. The December 2009 program limits aggregate share repurchases to no more than 2 million shares of Ryder common stock. Share repurchases of common stock are made periodically in open-market transactions and are subject to market conditions, legal requirements and other factors. Management has established a prearranged written plan for the Company under Rule 10b5-1 of the Securities Exchange Act of 1934 as part of the December 2009 program, which allows for share repurchases during Ryder’s quarterly blackout periods as set forth in the plan. For the three months ended March 31, 2011 and 2010, we repurchased and retired 250,000 shares and 169,599 shares, respectively, under this program at an aggregate cost of $12.0 million and $5.8 million, respectively.

     In February 2010, our Board of Directors authorized a $100 million discretionary share repurchase program over a period not to exceed two years. For the three months ended March 31, 2010, we repurchased and retired 550,000 shares under the program at an aggregate cost of $19.3 million. In December 2010, we completed this program.

(Q) COMPREHENSIVE INCOME

     Comprehensive income presents a measure of all changes in shareholders’ equity except for changes resulting from transactions with shareholders in their capacity as shareholders. Our total comprehensive income presently consists of net earnings, currency translation adjustments associated with foreign operations that use the local currency as their functional currency and various pension and other postretirement benefits related items.

     The following table provides a reconciliation of net earnings as reported in the Consolidated Condensed Statements of Earnings to comprehensive income:

		Three months ended March 31,
		2011				2010
		(In thousands)
Net earnings		$	25,125				12,373
Other comprehensive income:
Foreign currency translation adjustments			24,343				(1,650	)
Amortization of transition obligation (1)			(6	)			(4	)
Amortization of net actuarial loss (1)			3,368				3,157
Amortization of prior service credit (1)			(406	)			(400	)
Change in net actuarial loss (1)			—				(82	)
Total comprehensive income		$	52,424				13,394

(R) EMPLOYEE BENEFIT PLANS

     Components of net periodic benefit cost were as follows:

		Pension Benefits								Postretirement Benefits
		Three months ended March 31,
		2011				2010				2011				2010
		(In thousands)
Company-administered plans:
Service cost		$	3,767				5,089			$	347				426
Interest cost			24,490				24,097				669				765
Expected return on plan assets			(25,859	)			(23,301	)			—				—
Amortization of:
Transition obligation			(8	)			(6	)			—				—
Net actuarial loss			5,129				4,732				106				178
Prior service credit			(570	)			(563	)			(58	)			(58	)
			6,949				10,048				1,064				1,311
Union-administered plans			1,341				1,275				—				—
Net periodic benefit cost		$	8,290				11,323			$	1,064				1,311
Company-administered plans:
U.S.		$	7,100				8,816			$	883				941
Non-U.S.			(151	)			1,232				181				370
			6,949				10,048				1,064				1,311
Union-administered plans			1,341				1,275				—				—
		$	8,290				11,323			$	1,064				1,311