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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
Commission file number 1-4364
RYDER SYSTEM, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-0739250
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 N.W. 82 AVENUE, MIAMI, FLORIDA 33166 (305) 593-3726
(Address of principal executive (Telephone number
offices including zip code) including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K: /X/
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The aggregate market value of the voting stock held by non-affiliates of the
registrant computed by reference to the price at which the stock was sold as of
January 31, 1994, was $2,091,940,245.
The number of shares of Ryder System, Inc. Common Stock ($.50 par value)
outstanding as of January 31, 1994, was 77,379,059.
Documents Incorporated by Part of Form 10-K into which
Reference into this Report Document is Incorporated
------------------------------ ----------------------------
Ryder System, Inc. 1993 Annual Parts I, II and IV
Report to Shareholders*
Ryder System, Inc. 1994 Proxy Part III
Statement
*The Ryder System, Inc. 1993 Annual Report to Shareholders is
incorporated herein only to the extent specifically stated.
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(Cover page 1 of 3 pages)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class of securities Exchange on which registered
- --------------------------------- ----------------------------
Ryder System, Inc. Common Stock New York Stock Exchange
($.50 par value) and Preferred Pacific Stock Exchange
Share Purchase Rights Midwest Stock Exchange
(the Rights are not currently
exercisable or transferable
apart from the Common Stock)
Ryder System, Inc. 8 3/4% Series E New York Stock Exchange
Extendible Notes, due July 1, 2000
Ryder System, Inc. 9% Series G Bonds, New York Stock Exchange
due May 15, 2016
Ryder System, Inc. 8 3/8% Series H Bonds, New York Stock Exchange
due February 15, 2017
Ryder System, Inc. 8 3/4% Series J Bonds, New York Stock Exchange
due March 15, 2017
Ryder System, Inc. 9 7/8% Series K Bonds, New York Stock Exchange
due May 15, 2017
Ryder System, Inc. 9 3/8% Series L Notes, New York Stock Exchange
due January 15, 1998
Ryder System, Inc. 9.20% Series M Notes, None
due March 15, 1998
Ryder System, Inc. 9 1/4% Series N Notes, None
due May 15, 2001
(Cover page 2 of 3 pages)
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Title of each class of securities Exchange on which registered
- --------------------------------- ----------------------------
Ryder System, Inc. Medium-Term Notes None
due from 9 months to 10 years
from date of issue at rate based
on market rates at time of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 2, due from 9 months to
10 years from date of issue at
rate based on market rates at time
of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 3, due from 9 months to
10 years from date of issue at
rate based on market rates at time
of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 6, due from 9 months to
30 years from date of issue at
rate based on market rates at time
of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 7, due from 9 months to
30 years from date of issue at
rate based on market rates at time
of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 8, due from 9 months to
30 years from date of issue at
rate based on market rates at time
of issuance
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
(Cover page 3 of 3 pages)
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RYDER SYSTEM, INC.
Form 10-K Annual Report
TABLE OF CONTENTS
Page No.
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PART I
Item 1 Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Item 2 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 3 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 4 Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . 10
PART II
Item 5 Market for Registrant's Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 6 Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 8 Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . 11
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
PART III
Item 10 Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . . . 12
Item 11 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Item 12 Security Ownership of Certain Beneficial Owners and
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Item 13 Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . 12
PART IV
Item 14 Exhibits, Financial Statement Schedules, and Reports on
Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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PART I
ITEM 1. BUSINESS
General
Ryder System, Inc. ("the Company") was incorporated in Florida in 1955.
Through its subsidiaries, the Company engages primarily in the following
businesses: 1) full service leasing and short-term rental of trucks, tractors
and trailers; 2) dedicated logistics services; 3) public transit management and
student transportation; and 4) transportation by truck of automobiles and light
trucks. On December 7, 1993, the Company spun off its Aviall, Inc. aviation
services subsidiary to the Company's shareholders. After the Aviall, Inc.
spin-off, the Company's main operating segments are Vehicle Leasing & Services
and Automotive Carriers. General Motors Corporation ("GM") is the largest
single customer of the Company, accounting for approximately 11%, 12%, and 13%
of consolidated revenue of the Company in 1993, 1992 and 1991, respectively.
At December 31, 1993, the Company and its subsidiaries had a fleet of 168,278
vehicles and 37,949 employees.(1)
Segment Information
Financial information about industry segments is incorporated by reference from
the table "Selected Financial and Operational Data" on page 29, and "Notes to
Consolidated Financial Statements - Segment Information" on page 42, of the
Ryder System, Inc. 1993 Annual Report to Shareholders.
Vehicle Leasing & Services
The Vehicle Leasing & Services Division, comprising Ryder Truck Rental, Inc.
("RTR"), Ryder Dedicated Logistics, Inc., and various other companies, engages
in a variety of highway transportation services including full service truck
leasing, dedicated logistics services, commercial and consumer truck rental,
truck maintenance, student transportation and public transit management,
operations and maintenance.
As of December 31, 1993, the Vehicle Leasing & Services Division had 158,374
vehicles and 32,257 employees, excluding reimbursed public transit and leased
personnel. Full service truck leasing was provided to 11,180 customers
(ranging from small companies to large national enterprises), with a fleet of
78,544 vehicles (including 7,592 vehicles leased to affiliates), through 914
locations in 48 states and 8 Canadian provinces. Under full service leases,
RTR (as Ryder Commercial Leasing & Services) provides customers with the
vehicles, maintenance, supplies and equipment necessary for operation, while
the customers furnish drivers and dispatch and exercise control over the
vehicles. A fleet of 67,016 vehicles, ranging from heavy-duty tractors and
trailers to light trucks, is available for short-term rental from over 4,650
Division locations and independent dealers in 48 states and Canada. Short-term
truck rental, which tends to be seasonal, is used by commercial customers to
supplement their fleets during peak business seasons. Additionally, RTR (as
Ryder Consumer Truck Rental) serves the short-term consumer truck rental
market, which also tends to be seasonal and is principally used by consumers
for moving household goods. At December 31, 1993, RTR was servicing 27,067
vehicles (including 7,611 vehicles of affiliates) under Ryder Programmed
Maintenance, which provides essentially the same maintenance services for
customer-owned vehicles as are provided through full service truck leasing.
________________________
(1) In addition, certain subsidiaries of the Company manage
the operating personnel of local transit authorities. In such
situations, the entire cost of compensation and benefits for
such personnel is passed through to the transit authority, which
reimburses the Company's subsidiaries. Additionally, certain
subsidiaries of the Company obtain drivers under driver
leasing agreements for some of their operations.
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Through Ryder Dedicated Logistics ("RDL"), the Division offers
customer-tailored industrial and consumer product distribution and logistics
services from 440 locations in the U.S. and Canada. Services include varying
combinations of logistics system design, provision of vehicles and equipment,
maintenance, provision of drivers, warehouse management, transportation
management and information systems support. Logistics systems range from
metropolitan shuttles to interstate long-haul operations, and from just-in-time
assembly plant service to factory-to-warehouse-to-retail facility service.
These services are employed in the automotive industry (RDL specializes in
inbound and aftermarket parts delivery for customers such as GM (including
Saturn), Chrysler Corporation ("Chrysler"), Toyota Motor Manufacturing USA Inc.
("Toyota"), Ford Motor Company and auto parts retailers), and in the paper and
paper packaging, chemical, electronic and office equipment, news, food and
beverage, housing, general retail and other industries.
The Division has historically disposed of its used and surplus revenue earning
equipment at prices in excess of book value. The Division reported gains on
the sale of revenue earning equipment (reported as reductions in depreciation
expense) of approximately 16%, 12% and 5% of the Division's earnings before
interest and taxes in 1993, 1992 and 1991, respectively. The extent to which
the Division may consistently continue to realize gains on disposal of its
revenue earning equipment is dependent upon various factors including the
general state of the used vehicle market, the condition and utilization of the
Division's fleet and depreciation policies with respect to its vehicles.
During 1993, the Division continued to expand its presence in the public
transportation management, operations and maintenance and student
transportation markets through internal growth. The Division now manages or
operates 88 public transit systems with 4,860 vehicles in 28 states, operates
7,140 school buses in 19 states, maintains about 16,000 public transit or fleet
vehicles in 15 states and provides public transportation management consulting
services.
International
In the first quarter of 1993 the Company established an International Division
to develop and implement a strategy for growth in international markets of the
Company's highway transportation services business and to manage operations of
the Company's highway transportation services outside the United States and
Canada. The Company's previously existing lease, rental, maintenance and
logistics operations in the United Kingdom and Germany have become a part of
the new International Division. As of December 31, 1993, the International
Division had 6,997 vehicles, 1,697 employees, and provided service through 65
locations in the United Kingdom, Germany and Poland. (For financial reporting
purposes, the International Division's results are included with those of the
Vehicle Leasing & Services Division).
Automotive Carriers
The Company's Automotive Carrier Division transports new automobiles and trucks
to dealers and to and from distribution points throughout the United States and
several Canadian provinces for GM, Chrysler, Toyota, Honda and most other
automobile and light truck manufacturers. GM remains the Division's largest
customer, accounting for 54%, 57% and 63% of the Division's revenue in 1993,
1992 and 1991, respectively. The GM carriage contracts are typically subject
to cancellation upon 30 days' notice by either party. The business is
primarily dependent on the level of North American production, importation and
sales by GM and various other manufacturers. Consequently, the business is
adversely affected by any significant reductions in or prolonged curtailments
of production by customers because of market conditions, strikes or otherwise.
As of December 31, 1993, the Automotive Carrier Division had 4,636 auto
transport vehicles, 5,294 employees (exclusive of leased drivers), and provided
service through 89 locations in 37 states and 2 Canadian provinces. Most of
the Division's employees are covered by an industry-wide collective bargaining
agreement, the term of which ends in May 1995.
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Competition
The Vehicle Leasing & Services Division's customers may finance lease or
purchase their own vehicles and provide maintenance services for themselves
substantially similar to those offered by the Division, or purchase such
services from others, or obtain transportation services from other common or
contract carriers. The Division also competes with other companies conducting
nationwide truck leasing, rental or bus operations, a large number of regional
truck leasing companies with multiple branches, many smaller companies
operating primarily on a local basis but frequently with nationwide service and
maintenance capabilities due to participation in cooperative programs and
membership in various associations, and both local and nationwide common and
contract carriers. Competition in the truck leasing business is based on a
number of factors which include price, equipment, maintenance and geographical
coverage. The Division also competes, to an extent, with a number of trailer
and vehicle manufacturers who have entered the field of trailer and vehicle
leasing, extended warranty maintenance, rental and other forms of
transportation services.
The carriage and dedicated logistics operations of the Vehicle Leasing &
Services Division and the Automotive Carrier Division are subject to potential
competition in most of the regions they serve from railroads and motor carriers
providing similar services, and from customers insofar as they may own or lease
equipment and provide the services for themselves.
A growing number of U.S. school districts now have the option of contracting
with private operators for student transportation services. In areas where
private contractors are utilized, the market is fragmented and competitive.
Even where private operators are being utilized, school districts still may
have the option of performing student transportation services themselves.
Public transit agencies generally have the option of contracting with private
operators for public transportation services or providing such services
themselves. The market for most types of public transportation services is
fragmented and competitive.
In the United Kingdom, both truck leasing and dedicated logistics are well
developed and competitive markets, similar to those in the U.S. and Canada.
Value-added differentiation of the Company's service offerings continues to be
the Company's strategy in those markets. With the recent developments in
Mexico relating to the passage of the North American Free Trade Agreement,
Germany's continued integration into the European Community and Poland's
transformation to a market economy, the Company's ability to provide services
in these new markets is only now emerging. It is anticipated, however, that
competition with the Company's services in these emerging markets will develop.
Other Developments and Further Information
Many Federal, state and local laws designed to protect the environment, and
similar laws in some foreign jurisdictions, have varying degrees of impact on
the way the Company and its subsidiaries conduct their business operations,
primarily with regard to their use, storage and disposal of petroleum products.
Compliance with these laws and with the Company's environmental protection
policies involves the expenditure of considerable amounts of money and
management expects that such expenditures will increase in the near-term.
Based on information presently available, management believes that the ultimate
disposition of such matters, although potentially material to the Company's
results of operations in any one year, will not have a material adverse effect
on the Company's financial condition or liquidity.
For further discussion concerning the business of the registrant and its
subsidiaries see the information referenced under Items 7 and 8 of this report.
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Executive Officers of the Registrant
All of the executive officers of the Company were elected or re-elected to
their present offices either at or subsequent to the meeting of the Board of
Directors held on May 7, 1993, in conjunction with the Company's 1993 Annual
Meeting on the same date. They all hold such offices, at the discretion of the
Board of Directors, until their removal, replacement or retirement.
Name Age Position
- ------------------------ ----- ---------------------------------------
M. Anthony Burns 51 Chairman, President and
Chief Executive Officer
Wendell R. Beard 66 Executive Vice President - Office of
the Chairman
C. Robert Campbell 49 Executive Vice President - Human
Resources and Administration
Dwight D. Denny 50 President - Ryder Commercial Leasing &
Services
R. Ray Goode 57 Senior Vice President - Public Affairs
James B. Griffin 39 President - Ryder Automotive Carrier Group, Inc.
James M. Herron 59 Senior Executive Vice President and
General Counsel
Edwin A. Huston 55 Senior Executive Vice President -
Finance and Chief Financial Officer
Larry S. Mulkey 50 President - Ryder Dedicated Logistics, Inc.
Gerald R. Riordan 45 President - Ryder Consumer Truck Rental
Anthony G. Tegnelia 48 Senior Vice President and Controller
Randall E. West 45 Senior Vice President and General Manager
of the International Division
M. Anthony Burns has been Chairman of the Board since May 1985, Chief Executive
Officer since January 1983 and President and a director since December 1979.
Wendell R. Beard has been Executive Vice President - Office of the Chairman
since March 1991. Mr. Beard served as Senior Vice President - Office of the
Chairman from August 1989 to March 1991 and as Vice President - Office of the
Chairman from May 1987 to August 1989. Mr. Beard was Group Director -
Corporate Affairs from July 1985 to April 1987 and Group Director - Development
from March 1984 to June 1985.
C. Robert Campbell has been Executive Vice President - Human Resources and
Administration since March 1991. Mr. Campbell served as Executive Vice
President - Finance of the Vehicle Leasing & Services Division from October
1981 to March 1991.
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Dwight D. Denny has been President - Ryder Commercial Leasing & Services since
December 1992, and was Executive Vice President and General Manager -
Commercial Leasing & Services of Ryder Truck Rental, Inc. from June
1991 until December 1992. Mr. Denny served Ryder Truck Rental, Inc. as Senior
Vice President and General Manager - Eastern Area from March 1991 to June 1991
and Senior Vice President - Central Area from December 1990 to March 1991. Mr.
Denny previously served Ryder Truck Rental, Inc. as Region Vice President in
Tennessee from July 1985 to December 1990.
R. Ray Goode has been Senior Vice President - Public Affairs since November
1993 and was President and Chief Executive Officer of We Will Rebuild from
September 1992 to November 1993. He was Managing Partner of Goode, Olcott,
Knight & Associates from April 1989 to September 1992, and served successively
as Vice President, President and Chairman and Chief Executive Officer of The
Babcock Company (a subsidiary of Weyerhaeuser Company) from 1976 to 1989. Mr.
Goode served as County Manager for Metropolitan Dade County, Florida from 1970
to 1976.
James B. Griffin has been President - Ryder Automotive Carrier Group Inc. since
February 1993, and was Vice President and General Manager - Mid-South Region of
Ryder Truck Rental, Inc. from December 1990 to February 1993. Mr. Griffin
previously served Ryder Truck Rental, Inc. as Region Vice President in
Syracuse, New York from April 1988 to December 1990.
James M. Herron has been Senior Executive Vice President since July 1989 and
General Counsel since April 1973. Mr. Herron was also Secretary from February
1983 through February 1986.
Edwin A. Huston has been Senior Executive Vice President - Finance and Chief
Financial Officer since January 1987. Mr. Huston was Executive Vice President
- - Finance from December 1979 to January 1987.
Larry S. Mulkey has been President - Ryder Dedicated Logistics, Inc. (formerly
Ryder Distribution Resources, Inc.), a business unit of the Vehicle Leasing &
Services Division, since November 1990. Mr. Mulkey was Senior Vice President
and General Manager - Central Area of Ryder Truck Rental, Inc., from January
1986 to November 1990 and was Senior Vice President and General Manager -
Eastern Area of Ryder Truck Rental, Inc., from August 1985 to January 1986.
Gerald R. Riordan has been President - Ryder Consumer Truck Rental
since December 1992, and was Senior Vice President and General Manager -
Consumer Rental of Ryder Truck Rental, Inc., from June 1991 until December
1992. Mr. Riordan served Ryder Truck Rental, Inc. as Senior Vice President -
Rental and Quality from December 1990 to June 1991, Vice President of Quality
from January 1988 to December 1990 and Vice President of Rental from January
1983 to January 1988.
Anthony G. Tegnelia has been Senior Vice President since March 1991 and
Controller since August 1988. He is the Company's principal accounting
officer. Mr. Tegnelia was Vice President - Corporate Systems from November
1986 to August 1988. Mr. Tegnelia served as Executive Vice President - Finance
of the Company's former Freight System Division from September 1985 to October
1986, and Senior Vice President - Finance of Ryder Distribution System (now
Ryder Dedicated Logistics, Inc.) from March 1984 to August 1985.
Randall E. West has been Senior Vice President and General Manager of the
International Division since December 1993, and was Vice President and General
Manager - Southwest Region of Ryder Truck Rental, Inc. (Ryder Commercial
Leasing & Services) from September 1991 to December 1993. Mr. West previously
served Ryder Truck Rental, Inc. as Region Vice President at New Orleans from
November 1988 to September 1991.
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ITEM 2. PROPERTIES
The Company's property consists primarily of vehicles, vehicle maintenance and
repair facilities and other real estate and improvements. Information
regarding vehicles is included in Item 1, which is incorporated herein by
reference.
The Vehicle Leasing & Services Division has 1,613 locations in the United
States; 428 of these facilities are owned and the remainder are leased. Such
locations generally include a garage, a repair shop and office space.
The International Division has 65 locations in the United Kingdom, Germany and
Poland; 15 of these facilities are owned and the remainder are leased. Such
locations generally include a rental office, a repair shop and administrative
office space.
The Automotive Carrier Division has 81 operating locations in 37 states
throughout the United States and 8 operating locations in Canada; 29 locations
are owned and the remainder are leased.
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries are involved in various claims, law suits, and
administrative actions arising in the course of their businesses. Some involve
claims for substantial amounts of money and/or claims for punitive damages.
While any proceeding or litigation has an element of uncertainty, management
believes that the disposition of such matters, in the aggregate, will not have a
material impact on the consolidated financial condition, results of operation
or liquidity of the Company and its subsidiaries.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
quarter ended December 31, 1993.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The information required by Item 5 is incorporated by reference from page 43
("Common Stock Data") of the Ryder System, Inc. 1993 Annual Report to
Shareholders.
ITEM 6. SELECTED FINANCIAL DATA
The information required by Item 6 is incorporated by reference from pages 44
and 45 of the Ryder System, Inc. 1993 Annual Report to Shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by Item 7 is incorporated by reference from pages 24
through 28 of the Ryder System, Inc. 1993 Annual Report to Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Item 8 is incorporated by reference from pages 31
through 42 and page 43 ("Quarterly Data") of the Ryder System, Inc. 1993
Annual Report to Shareholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
No Form 8-K was filed by the Company in the 24 months prior to December 31,
1993, reporting (i) a change of accountants or (ii) a disagreement on matters
of accounting principles, accounting practices or financial statement
disclosure matters.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 regarding directors is incorporated by
reference from pages (4 through 9) of the Ryder System, Inc. 1994 Proxy
Statement.
The information required by Item 10 regarding executive officers is set out in
Item 1 of Part I of this Form 10-K Annual Report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference from pages (20
through 23) of the Ryder System, Inc. 1994 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is incorporated by reference from pages
(16 and 17) of the Ryder System, Inc. 1994 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated by reference from page (10)
of the Ryder System, Inc. 1994 Proxy Statement.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(a) 1. Financial Statements for Ryder System, Inc. and Consolidated
Subsidiaries:
Items A through E are incorporated by reference from pages 30 through
42 of the Ryder System, Inc. 1993 Annual Report to Shareholders.
A) Consolidated Statements of Earnings for years ended December 31,
1993, 1992 and 1991.
B) Consolidated Balance Sheets for December 31, 1993 and 1992.
C) Consolidated Statements of Cash Flows for years ended December 31,
1993, 1992 and 1991.
D) Notes to Consolidated Financial Statements.
E) Independent Auditors' Report.
2. Financial Statement Schedules of Ryder System, Inc. and
Consolidated Subsidiaries (filed herewith unless otherwise
indicated):
A) Schedule II: Amounts Receivable from Related Parties and
Underwriters, Promoters, and Employees Other than Related Parties.
B) Schedule V: Property and Equipment.
C) Schedule VI: Accumulated Depreciation of Property and Equipment.
D) Schedule VII: Guarantees of Securities of Other Issuers.
E) Schedule X: Supplementary Income Statement Information.
F) Independent Auditors' Report.
All other schedules and statements are omitted because they are not applicable
or not required or because the required information is included in the
consolidated financial statements or notes thereto.
Supplementary Financial Information consisting of selected quarterly financial
data is incorporated by reference from page 43 of the Ryder System, Inc. 1993
Annual Report to Shareholders.
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3. Exhibits:
The following exhibits are filed with this report or, where indicated,
incorporated by reference (Forms 10-K, 10-Q and 8-K referenced herein
have been filed under the Commission's file No. 1-4364). The Company
will provide a copy of the exhibits filed with this report at a nominal
charge to those parties requesting them.
EXHIBIT INDEX
Exhibit
Number Description Page
- ------ ----------------------------------------------------------------------------------------------- ----
3.1 The Ryder System, Inc. Restated Articles of Incorporation, dated November 8, 1985, as amended through May 18, 1990,
previously filed with the Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended
December 31, 1990, are incorporated by reference into this report.
3.2 The Ryder System, Inc. By-Laws, as amended through November 23, 1993.
4.1 The Company hereby agrees, pursuant to paragraph (b)(4)(iii) of Item 601 of Regulation S-K, to furnish the Commission
with a copy of any instrument defining the rights of holders of long-term debt of the Company, where such instrument
has not been filed as an exhibit hereto and the total amount of securities authorized thereunder does not exceed 10%
of the total assets of the Company and its subsidiaries on a consolidated basis.
4.2(a) The Form of Indenture between Ryder System, Inc. and The Chase Manhattan Bank (National Association) dated as of June
1, 1984, filed with the Commission on November 19, 1985 as an exhibit to the Company's Registration Statement on Form
S-3 (No. 33-1632), is incorporated by reference into this report.
4.2(b) The First Supplemental Indenture between Ryder System, Inc. and The Chase Manhattan Bank (National Association) dated
October 1, 1987, previously filed with the Commission as an exhibit to the Company's Annual Report on Form 10-K for
the year ended December 31, 1987, is incorporated by reference into this report.
4.3 The Form of Indenture between Ryder System, Inc. and The Chase Manhattan Bank (National Association) dated as of May
1, 1987, and supplemented as of November 15, 1990 and June 24, 1992, filed with the Commission on July 30, 1992 as an
exhibit to the Company's Registration Statement on Form S-3 (No. 33-50232), is incorporated by reference into this
report.
4.4 The Rights Agreement between Ryder System, Inc. and First Chicago Trust Company of New York (then named Morgan
Guaranty Trust Company of New York) dated as of February 28, 1986, previously filed with the
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Commission as an exhibit to the Company's Registration Statement on Form 8-A dated March 7, 1986, is incorporated
by reference into this report.
4.5 The Amendment to Rights Agreement between Ryder System, Inc. and First Chicago Trust Company of New York dated as of
July 28, 1989, previously filed with the Commission as an exhibit to the Company's Amendment to Application or Report
on Form 8 dated August 2, 1989 is incorporated by reference into this report.
10.1(a) The change of control severance agreement for the Company's chief executive officer dated as of January 1, 1992, and
the severance agreement for the Company's chief executive officer dated as of January 1, 1992, previously filed with
the Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1991, is
incorporated by reference into this report.
10.1(b) Amendments dated as of August 20, 1993 to the change of control severance agreement for the Company's chief executive
officer dated as of January 1, 1992, and the severance agreement for the Company's chief executive officer dated as
of January 1, 1992.
10.2(a) The form of amended and restated change of control severance agreement for executive officers dated as of February
24, 1989, previously filed with the Commission as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1988, is incorporated by reference into this report.
10.2(b) Amendment dated as of August 20, 1993 to the form of amended and restated change of control severance agreement for
executive officers dated as of February 24, 1989.
10.3 The form of change of control severance agreement for executive officers effective as of July 1, 1993.
10.4(a) The form of amended and restated severance agreement for executive officers dated as of February 24, 1989, previously
filed with the Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31,
1988, is incorporated by reference into this report.
10.4(b) Amendment dated as of August 20, 1993 to the form of amended and restated severance agreement for executive officers
dated as of February 24, 1989.
10.5 The form of severance agreement for executive officers effective as of July 1, 1993.
10.6(a) The form of Ryder System, Inc. incentive compensation deferral agreement dated as of November 30, 1992, previously
filed with the Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31,
1992, is incorporated by reference into this report.
10.6(b) The form of Ryder System, Inc. incentive compensation deferral agreement dated as of November 30, 1993.
15
16
10.7(a) The form of Ryder System, Inc. salary deferral agreement dated as of November 30, 1992, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, is
incorporated by reference into this report.
10.7(b) The form of Ryder System, Inc. salary deferral agreement dated as of November 30, 1993.
10.8(a) The form of Ryder System, Inc. director's fee deferral agreement dated as of December 31, 1992, previously filed with
the Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, is
incorporated by reference into this report.
10.8(b) The form of Ryder System, Inc. director's fee deferral agreement dated as of December 31, 1993.
10.9(a) The Ryder System, Inc. and Vehicle Leasing & Services Division 1993 Incentive Compensation Plan for Headquarters
Executive Management, previously filed with the Commission as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1992, is incorporated by reference into this report.
10.9(b) The Ryder System, Inc. and Vehicle Leasing & Services Division 1994 Incentive Compensation Plan for Headquarters
Executive Management.
10.10(a) The Ryder System, Inc. 1993 Incentive Compensation Plan for Ryder System, Inc. Senior Executive Vice Presidents,
previously filed with the Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended
December 31, 1992, is incorporated by reference into this report.
10.10(b) The Ryder System, Inc. 1994 Incentive Compensation Plan for Ryder System, Inc. Senior Executive Vice Presidents.
10.11(a) The Ryder System, Inc. 1993 Incentive Compensation Plan for President-International Division and Chairman,
Automotive Carrier Division, previously filed with the Commission as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992, is incorporated by reference into this report.
10.11(b) The Ryder System, Inc. 1994 Incentive Compensation Plan for Senior Vice President and General Manager of the
International Division.
10.12(a) The Ryder System, Inc. 1993 Incentive Compensation Plan for President, Automotive Carrier Division, previously filed
with the Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1992,
is incorporated by reference into this report.
10.12(b) The Ryder System, Inc. 1994 Incentive Compensation Plan for President, Automotive Carrier Division.
10.13(a) The Ryder System, Inc. 1993 Incentive Compensation Plan for Chairman, President & Chief Executive Officer, Ryder
System, Inc., previously filed
16
17
with the Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1992,
is incorporated by reference into this report.
10.13(b) The Ryder System, Inc. 1994 Incentive Compensation Plan for Chairman, President & Chief Executive Officer, Ryder
System, Inc.
10.14(a) The Ryder System, Inc. 1993 Incentive Compensation Plan for President-Commercial Leasing & Services, Vehicle Leasing
& Services Division, previously filed with the Commission as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1992, is incorporated by reference into this report.
10.14(b) The Ryder System, Inc. 1994 Incentive Compensation Plan for President-Commercial Leasing & Services, Vehicle Leasing
& Services Division.
10.15(a) The Ryder System, Inc. 1993 Incentive Compensation Plan for President-Consumer Rental, Vehicle Leasing & Services
Division, previously filed with the Commission as an exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1992, is incorporated by reference into this report.
10.15(b) The Ryder System, Inc. 1994 Incentive Compensation Plan for President-Consumer Rental, Vehicle Leasing & Services
Division.
10.16(a) The Ryder System, Inc. 1993 Incentive Compensation Plan for President-Ryder Dedicated Logistics, Vehicle Leasing &
Services Division, previously filed with the Commission as an exhibit to the Company's Annual Report on Form 10-K for
the year ended December 31, 1992, is incorporated by reference into this report.
10.16(b) The Ryder System, Inc. 1994 Incentive Compensation Plan for President-Ryder Dedicated Logistics, Vehicle Leasing &
Services Division.
10.17(a) The Ryder System, Inc. 1980 Stock Incentive Plan, as amended through May 4, 1990, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, is
incorporated by reference into this report.
10.17(b) The Ryder System, Inc. 1980 Stock Incentive Plan, as amended and restated as of October 22, 1993.
10.18 The Ryder System, Inc. Directors Stock Plan, as amended and restated as of December 17, 1993.
10.19(a) The Ryder System Benefit Restoration Plan, effective January 1, 1985, previously filed with the Commission as an
exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, is incorporated by
reference into this report.
10.19(b) The First Amendment to the Ryder System Benefit Restoration Plan, effective as of December 16, 1988, previously filed
with the Commission as
17
18
an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1989, is incorporated by
reference into this report.
10.20 Distribution and Indemnity Agreement dated as of November 23, 1993 between Ryder System, Inc. and Aviall, Inc.
10.21 Tax Sharing Agreement dated as of November 23, 1993 between Ryder System, Inc. and Aviall, Inc.
11.1 Statement regarding computation of per share earnings.
13.1 The Ryder System, Inc. 1993 Annual Report to Shareholders. Those portions of the Ryder System, Inc. 1993 Annual
Report to Shareholders which are not incorporated by reference into this report are furnished to the Commission
solely for information purposes and are not to be deemed "filed" as part of this report.
21.1 List of subsidiaries of the registrant, with the state or other jurisdiction of incorporation or organization of each
and the name under which each subsidiary does business.
23.1 Auditors' consent to incorporation by reference in certain Registration Statements on Forms S-3 and S-8 of their
reports on consolidated financial statements and schedules of Ryder System, Inc. and its consolidated subsidiaries.
24.1 Manually executed powers of attorney for each of:
Arthur H. Bernstein
Edward T. Foote II
John A. Georges
Vernon E. Jordan, Jr.
Howard C. Kauffmann
David T. Kearns
Lynn M. Martin
James W. McLamore
Donald V. Seibert
Hicks B. Waldron
Alva O. Way
Mark H. Willes
(b) Reports on Form 8-K:
A Report on Form 8-K dated December 8, 1993, was filed by the Company
with respect to the distribution to its shareholders of the stock of
Aviall, Inc. The report also included pro forma consolidated condensed
financial information for the Company, after giving effect to the
spin-off of Aviall, Inc.
(c) Executive Compensation Plans and Arrangements:
Please refer to the description of Exhibits 10.1 through 10.19(b) set
forth under Item 14(a)3 of this report for a listing of all executive
compensation plans and arrangements filed with this report pursuant to
Item 601(b)(10) of Regulation S-K.
18
19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: March 30, 1994 RYDER SYSTEM, INC.
By:
-----------------------------------------------
M. Anthony Burns
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: March 30, 1994 By:
-----------------------------------------------
M. Anthony Burns
Chairman, President and Chief
Executive Officer
(Principal Executive Officer)
Date: March 30, 1994 By:
-----------------------------------------------
Edwin A. Huston
Senior Executive Vice President-Finance
and Chief Financial Officer
(Principal Financial Officer)
Date: March 30, 1994 By:
-----------------------------------------------
Anthony G. Tegnelia
Senior Vice President and Controller
(Principal Accounting Officer)
19
20
Date: March 30, 1994 By:
-----------------------------------------------
Arthur H. Bernstein
Director
Date: March 30, 1994 By:
-----------------------------------------------
Edward T. Foote II
Director
Date: March 30, 1994 By:
-----------------------------------------------
John A. Georges
Director
Date: March 30, 1994 By:
-----------------------------------------------
Vernon E. Jordan, Jr.
Director
Date: March 30, 1994 By:
------------------------------------------------
Howard C. Kauffmann
Director
Date: March 30, 1994 By:
------------------------------------------------
David T. Kearns
Director
Date: March 30, 1994 By:
------------------------------------------------
James W. McLamore
Director
Date: March 30, 1994 By:
------------------------------------------------
Lynn M. Martin
Director
20
21
Date: March 30, 1994 By:
------------------------------------------------
Donald V. Seibert
Director
Date: March 30, 1994 By:
-----------------------------------------------
Hicks B. Waldron
Director
Date: March 30, 1994 By:
-----------------------------------------------
Alva O. Way
Director
Date: March 30, 1994 By:
-----------------------------------------------
Mark H. Willes
Director
*By:
-----------------------------------------------
Serge G. Martin
Attorney-in-Fact
21
22
Schedule II
RYDER SYSTEM, INC. AND CONSOLIDATED SUBSIDIARIES
Amounts Receivable from Related Parties and
Underwriters, Promoters, and Employees Other than Related Parties
Years ended December 31, 1993, 1992 and 1991
Deductions Balance at end of period
----------------------- ------------------------
Balance at
beginning Amounts Amounts Long-
of year Additions Collected Written Off Current term
---------- --------- --------- ----------- -------- --------
Year ended December 31, 1991:
Employee:
Joshua High $ 401,626 35,570 (24,314) - 412,882 -
Gregory G. Parsons - 173,500 - - 173,500 -
--------- ------- ------- -------- ------- -------
$ 401,626 209,070 (24,314) - 586,382 -
========= ======= ======== ======== ======= =======
Year ended December 31, 1992:
Employee:
Joshua High $ 412,882 35,363 - - 448,245 -
Gregory G. Parsons 173,500 - (173,500) - - -
--------- ------- ------- -------- ------- -------
$ 586,382 35,363 (173,500) - 448,245 -
========= ======= ======= ======== ======= =======
Year ended December 31, 1993:
Employee:
Joshua High $ 448,245 35,267 (27,595) - 455,917(1) -
========= ======= ======= ======== ======= =======
(1) The receivable includes accrued interest (at an average rate of 9.2%
per annum) of $72,601 at December 31, 1993. The entire principal amount
of $383,316 was due prior to December 31, 1993.
23
Schedule V
RYDER SYSTEM, INC. AND CONSOLIDATED SUBSIDIARIES
Property and Equipment
Years Ended December 31, 1993, 1992 and 1991
(Thousands of Dollars)
Balance at
beginning Additions Retirements Other changes-- Balance at
Classifications of year at cost or sales add (deduct)(1) end of year
--------------- ----------- --------- ----------- ------------- -----------
Year ended December 31, 1991:
Revenue earning equipment $4,316,210 457,475 654,431 45,114 4,164,368
---------- --------- ------- -------- ---------
Operating property and equipment:
Land 105,021 25 1,019 2,900 106,927
Buildings and improvements 360,651 11,650 4,280 21,747 389,768
Other equipment and improve-
ments to leased premises 285,926 36,267 24,428 10,140 307,905
Appropriations in process 29,314 31,899 -- (38,580) 22,633
---------- --------- ------- -------- ---------
Total operating property
and equipment 780,912 79,841 29,727 (3,793) 827,233
---------- --------- ------- -------- ---------
Total $5,097,122 537,316 684,158 41,321 4,991,601
========== ========= ======= ======== =========
Year ended December 31, 1992:
Revenue earning equipment $4,164,368 929,802 757,601 (38,100) 4,298,469
---------- --------- ------- -------- ---------
Operating property and equipment:
Land 106,927 424 704 1,683 108,330
Buildings and improvements 389,768 8,478 3,452 3,597 398,391
Other equipment and improve-
ments to leased premises 307,905 43,105 25,840 24,421 349,591
Appropriations in process 22,633 20,317 -- (32,459) 10,491
---------- --------- ------- -------- ---------
Total operating property
and equipment 827,233 72,324 29,996 (2,758) 866,803
---------- ------- ------- -------- ---------
Total $4,991,601 1,002,126 787,597 (40,858) 5,165,272
========== ========= ======= ======== =========
Year ended December 31, 1993:
Revenue earning equipment $4,298,469 1,092,179 611,279 4,753 4,784,122
---------- --------- ------- -------- ---------
Operating property and equipment:
Land 108,330 535 900 244 108,209
Buildings and improvements 398,391 10,146 4,909 5,400 409,028
Other equipment and improve-
ments to leased premises 349,591 48,876 27,538 5,219 376,148
Appropriations in process 10,491 22,863 1,111 (12,207) 20,036
---------- --------- ------- -------- ---------
Total operating property
and equipment 866,803 82,420 34,458 (1,344) 913,421
---------- --------- ------- -------- ---------
Total $5,165,272 1,174,599(2) 645,737 3,409 5,697,543
========== ========= ======= ======== =========
24
SCHEDULE V, PAGE 2
RYDER SYSTEM, INC. AND CONSOLIDATED SUBSIDIARIES
Property and Equipment, Continued
(Thousands of Dollars)
Notes:
(1) Other changes include property and equipment of businesses acquired as
follows: 1991-$7,584 and 1992-$17,173. The balance comprises adjustments
relating to foreign currency translation and transfers (a) to and from
non-operating property and equipment and (b) to and from fixed asset
classifications.
(2) Reconciliation of 1993 property and equipment additions on Schedule V with
the consolidated statement of cash flows is as follows:
Property and equipment additions at cost $1,174,599
Purchases of vehicles for finance leases (as lessor)
not included in property and equipment 62,922
Purchases of vehicles under capital leases not
included in the statement of cash flows (35)
-------------
Total purchases of vehicles and operating property
per consolidated statement of cash flows $1,237,486
=============
Method and depreciable lives as to Ryder System, Inc. and consolidated
subsidiaries:
Provision for depreciation and amortization on substantially all depreciable
assets is computed using the straight-line method over the following estimated
useful asset lives:
Revenue earning equipment 3-10 years
Building and improvements 10-40 years
Other equipment and improvements to leased premises 3-12 years or lease term
25
Schedule VI
RYDER SYSTEM, INC. AND CONSOLIDATED SUBSIDIARIES
Accumulated Depreciation of Property and Equipment
Years Ended December 31, 1993, 1992 and 1991
(Thousands of Dollars)
Balance at Charge Retirements
beginning to costs renewals and Other changes-- Balance at
Classifications of year and expenses replacements add (deduct) end of year
--------------- ---------- ------------ ------------ ------------ ----------
Year ended December 31, 1991:
Revenue earning equipment $1,699,740 534,207 349,380 8,825 1,893,392
---------- ------- ------- -------- ---------
Operating property and equipment:
Buildings and improvements 127,976 16,700 1,716 (1,282) 141,678
Other equipment and improve-
ments to leased premises 160,524 39,293 17,144 1,280 183,953
---------- ------- ------- -------- ---------
Total operating property
and equipment 288,500 55,993 18,860 (2) 325,631
---------- ------- ------- -------- ---------
Total $1,988,240 590,200 368,240 8,823 2,219,023
========== ======= ======= ======== =========
Year ended December 31, 1992:
Revenue earning equipment $1,893,392 521,982 381,378 (29,381) 2,004,615
---------- ------- ------- -------- ---------
Operating property and equipment:
Buildings and improvements 141,678 17,782 1,914 (1,140) 156,406
Other equipment and improve-
ments to leased premises 183,953 41,486 19,535 429 206,333
---------- ------- ------- -------- ---------
Total operating property
and equipment 325,631 59,268 21,449 (711) 362,739
---------- ------- ------- -------- ---------
Total $2,219,023 581,250 402,827 (30,092) 2,367,354
========== ======= ======= ======== =========
Year ended December 31, 1993:
Revenue earning equipment $2,004,615 533,335 451,552 21,677 2,108,075
---------- ------- ------- -------- ---------
Operating property and equipment:
Buildings and improvements 156,406 18,091 2,964 (1,594) 169,939
Other equipment and improve-
ments to leased premises 206,333 46,472 22,027 2,215 232,993
---------- ------- ------- -------- ---------
Total operating property
and equipment 362,739 64,563 24,991 621 402,932
---------- ------- ------- -------- ---------
Total $2,367,354 597,898 476,543 22,298 2,511,007
========== ======= ======= ======== =========
26
Schedule VII
RYDER SYSTEM, INC. AND CONSOLIDATED SUBSIDIARIES
Guarantees of securities of other issuers
(Thousands of dollars)
Name of issuer
of securities Amount
guaranteed by Type of guaranteed and Nature of
registrant issue outstanding guarantee
------------- ----------- ----------------- --------------
Aviall, Inc. Unsecured $23,622 Principal and
note payable interest
by subsidiary
to European
Investment
Bank
27
Schedule X
RYDER SYSTEM, INC. AND CONSOLIDATED SUBSIDIARIES
Supplementary Income Statement Information
Years ended December 31, 1993, 1992 and 1991
(Thousands of dollars)
Charged to Costs and Expenses
-----------------------------
1993 1992 1991
---- ---- ----
Maintenance and repairs $ 453,434 418,792 394,690
======= ======= =======
Taxes (other than income):
Payroll $ 101,660 95,093 87,769
Licenses 83,430 78,569 77,703
Other 69,204 63,494 60,108
------- ------- -------
Total taxes $ 254,294 237,156 225,580
======= ======= =======
Advertising $ 51,417 45,472 45,864
======= ======= =======
28
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors and Shareholders
Ryder System, Inc.:
Under date of February 7, 1994, we reported on the consolidated balance sheets
of Ryder System, Inc. and subsidiaries as of December 31, 1993 and 1992, and
the related consolidated statements of earnings and cash flows for each of the
years in the three-year period ended December 31, 1993, as contained in the
1993 annual report to shareholders. These consolidated financial statements
and our report thereon are incorporated by reference in the annual report on
Form 10-K for the year 1993. In connection with our audits of the
aforementioned consolidated financial statements, we also have audited the
related financial statement schedules as listed in Part IV Item 14a(2). These
financial statement schedules are the responsibility of the Company's mangement.
Our responsibility is to express an opinion on these financial statement
schedules based on our audits.
In our opinion, such financial statement schedules, when considered in relation
to the basic consolidated financial statements taken as a whole, present
fairly, in all material respects, the information set forth therein.
/s/ KPMG PEAT MARWICK
Miami, Florida
February 7, 1994