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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM _____ TO ______
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) 500-3726
(Address of principal executive (Telephone number
offices including zip code) including area code)
Indicate by check mark whether the registrant (l) 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: [ ]
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, 1997, was $2,198,773,354. The number of shares of Ryder System, Inc.
Common Stock ($.50 par value) outstanding as of January 31, 1997, was
77,911,779.
DOCUMENTS INCORPORATED BY PART OF FORM 10-K INTO WHICH
REFERENCE INTO THIS REPORT DOCUMENT IS INCORPORATED
-------------------------- ----------------------------
Ryder System, Inc. 1996 Annual Parts I, II and IV
Report to Shareholders*
Ryder System, Inc. 1997 Proxy Part III
Statement
*The Ryder System, Inc. 1996 Annual Report to Shareholders is incorporated
herein only to the extent specifically stated.
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[Cover page 1 of 3 pages]
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 Chicago Stock Exchange
(the Rights are not currently
exercisable, transferable or
exchangeable apart from the
Common Stock)
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 1/4% Series N Notes, None
due May 15, 2001
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 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
Ryder System, Inc. Medium-Term Notes, None
Series 9, due 9 months or more from date of
issue at rate based on market rates at time
of issuance
[Cover page 2 of 3 pages]
TITLE OF EACH CLASS OF SECURITIES EXCHANGE ON WHICH REGISTERED
- --------------------------------- ----------------------------
Ryder System, Inc. Medium-Term Notes, None
Series 10, due 9 months or more from date of
issue at rate based on market rates at time
of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 11, due 9 months or more from date of
issue at rate based on market rates at time
of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 12, due 9 months or more from date of
issue at rate based on market rates at time
of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 13, due 9 months or more from date of
issue at rate based on market rates at time
of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 14, due 9 months or more 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]
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.........................................................................11
Item 4 Submission of Matters to a Vote of Security Holders.......................................11
PART II
Item 5 Market for Registrant's Common Equity and Related
Stockholder Matters.....................................................................12
Item 6 Selected Financial Data...................................................................12
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations...............................................................12
Item 8 Financial Statements and Supplementary Data...............................................12
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure................................................................12
PART III
Item 10 Directors and Executive Officers of the Registrant........................................13
Item 11 Executive Compensation....................................................................13
Item 12 Security Ownership of Certain Beneficial Owners and
Management..............................................................................13
Item 13 Certain Relationships and Related Transactions............................................13
PART IV
Item 14 Exhibits, Financial Statement Schedules, and Reports on
Form 8-K................................................................................14
4
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)
integrated logistics, including dedicated contract carriage, the management of
carriers, and inventory deployment; 2) full service leasing, maintenance and
short-term rental of trucks, tractors and trailers; 3) public transportation
management, operations and maintenance services, and student transportation
services; and 4) transportation of new automobiles and trucks. The Company's
main operating segments are Vehicle Leasing & Services (which is engaged in the
businesses described in 1) through 3) above) and Automotive Carrier Services
(which is engaged in the business described in 4) above).
At December 31, 1996, the Company and its subsidiaries had a fleet of 168,397
vehicles and 44,765 employees.(1) General Motors Corporation ("GM") is the
largest single customer of the Company, accounting for approximately 8%, 9% and
10% of consolidated revenue of the Company in 1996, 1995 and 1994, respectively.
SEGMENT INFORMATION
Financial information about industry segments is incorporated by reference from
the "Financial Review" on pages 16 through 28 and the "Notes to Consolidated
Financial Statements - Segment Information" on page 42 of the Ryder System, Inc.
1996 Annual Report to Shareholders.
VEHICLE LEASING & SERVICES
The Vehicle Leasing & Services Division, which comprises Ryder's logistics
business, including Ryder Integrated Logistics, Inc. ("Ryder Integrated
Logistics") and Ryder International, Inc. ("Ryder International"), Ryder Truck
Rental, Inc. which does business as Ryder Transportation Services ("Ryder
Transportation Services"), and the Ryder Public Transportation Services group of
companies ("Ryder Public Transportation Services"), provides a wide variety of
highway transportation services, including integrated logistics, full service
leasing of trucks, tractors and trailers, truck rental, contract and
non-contract truck maintenance, public transportation management, operations and
maintenance services, and student transportation services. The former Consumer
Truck Rental division of Ryder Truck Rental, Inc. was sold on October 17, 1996.
As of December 31, 1996, the Vehicle Leasing & Services Division had 161,749
vehicles and 39,975 employees (excluding the personnel described in footnote 1
below). The total revenue contributed by the Vehicle Leasing & Services Division
was 89%, 89% and 86% of the consolidated revenue of the Company in 1996, 1995
and 1994, respectively.
Through Ryder Integrated Logistics, the Vehicle Leasing & Services Division
provides integrated logistics services (a system-wide management view of a
customer's entire supply chain, from raw materials supply through finished goods
distribution), and custom-tailored commercial and consumer product distribution,
including dedicated contract carriage, the management of carriers, and inventory
deployment, utilizing information technology, from 738 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 (including cross docking and flow-through distribution),
transportation management, vehicle dispatch, and just-in-time delivery.
Logistics systems include modal procurement and management of all modes of
transportation, shuttles, interstate long-haul operations, just-in-time service
to assembly plants, and factory-to-warehouse-to-retail facility service. These
services are used in the automotive, paper and paper
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{1} This number does not include: (a) operating personnel of local transit
authorities managed by certain subsidiaries of the Company (in such situations,
generally the entire cost of compensation and benefits for such personnel is
passed through to the transit authority, which reimburses the Company's
subsidiaries); or (b) drivers obtained by certain subsidiaries of the Company
under driver leasing agreements.
5
packaging, chemical, electronic and office equipment, news, food and beverage,
housing, and general retail industries, along with other industries. Ryder
Integrated Logistics specializes in inbound and aftermarket automotive parts
delivery. In 1996, Ryder Integrated Logistics continued to expand its presence
in the logistics market through internal growth.
Ryder International provides a wide variety of highway transportation services
in international markets outside the United States and Canada, including
integrated logistics, full service leasing of trucks, tractors and trailers,
commercial truck rental, and contract truck maintenance. As of December 31,
1996, Ryder International had 13,659 vehicles, 3,544 employees, and provided
service through 101 locations in the United Kingdom, Germany, Mexico, Poland,
Argentina and Brazil. Ryder International has developed, and is in the process
of implementing, a strategy for growth in international markets outside the
United States and Canada and in providing global logistics solutions to
multinational customers. This strategy is designed to enable Ryder International
to take full advantage of, and build upon, the Company's expertise in providing
logistics solutions to businesses involved in the over-the-road transportation
of goods as well as to those who move goods around the world using any mode of
transportation. In 1996, Ryder International continued to expand its presence in
Mexico, Argentina and Brazil through internal growth. Additionally, in 1996, the
Company opened an office in the Netherlands as a base from which to provide
freight management services to large multinationals throughout Europe.
Through Ryder Transportation Services, the Vehicle Leasing & Services Division
provides full service truck leasing to more than 13,000 customers (ranging from
large national enterprises to small companies), with a fleet of 101,507 vehicles
(including 14,016 vehicles leased to affiliates), through 983 locations in 49
states, Puerto Rico, and 8 Canadian provinces. Under a full service lease, Ryder
Transportation Services provides customers with vehicles, maintenance, supplies
and related equipment necessary for operation, while the customers furnish and
supervise their own drivers, and dispatch and exercise control over the
vehicles. Additionally, Ryder Transportation Services provides contract
maintenance services to more than 1,250 customers, servicing 36,516 vehicles
(including approximately 8,600 vehicles owned by affiliates) under maintenance
contracts, and provides short-term truck rental, which tends to be seasonal, to
commercial customers to supplement their fleets during peak business periods. A
fleet of 35,420 vehicles, ranging from heavy-duty tractors and trailers to
light-duty trucks, is available for commercial short-term rental. In 1996, Ryder
Transportation Services focused on the expansion of its long-term contractual
businesses such as the full service leasing of trucks, tractors and trailers,
and contract truck maintenance, through internal growth. Additionally in 1996,
Ryder Transportation Services implemented new services for customers. Such new
services include the Ryder Citicorp Finance Lease, which was rolled out on a
national basis in 1996. By expanding its vehicle financing options, Ryder
Transportation Services gives customers the flexibility to choose a full service
lease or the combination of a finance lease and contract maintenance for their
vehicles.
Through Ryder Public Transportation Services, the Vehicle Leasing & Services
Division provides public transportation management, operations and maintenance
services, student transportation services and manages and maintains vehicles and
equipment primarily for municipalities and utilities. Ryder Public
Transportation Services now manages or operates 83 public transportation systems
with 4,575 vehicles in 25 states and the District of Columbia, operates 8,519
school buses in 21 states, maintains approximately 27,000 public transportation
or fleet vehicles in 20 states and Puerto Rico, and provides public
transportation management consulting services. In 1996, Ryder Public
Transportation Services continued to expand its presence in the public
transportation management, operations and maintenance markets and student
transportation markets through internal growth and acquisitions. An increasing
number of U.S. school districts now have the option of contracting with private
operators such as Ryder Public Transportation Services for student
transportation services.
The Vehicle Leasing & Services Division has historically disposed of its used
surplus revenue earning equipment at prices in excess of book value. The Vehicle
Leasing & Services Division reported gains on the sale of revenue earning
equipment (reported as reductions in depreciation expense) of approximately 27%,
20% and 19% of the Vehicle Leasing & Services Division's earnings before
interest and taxes in 1996, 1995 and 1994, respectively. The extent to which the
Vehicle Leasing & Services 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 Vehicle Leasing & Services Division's fleet and depreciation
methods with respect to its vehicles.
6
AUTOMOTIVE CARRIER SERVICES
The Automotive Carrier Services Division transports new automobiles and trucks
to dealers, and to and from various distribution points, throughout the United
States and several Canadian provinces for GM, Chrysler, Toyota, Ford, Honda, and
for most other automobile and light truck manufacturers. GM remains the
Automotive Carrier Services Division's largest single customer accounting for
52%, 54% and 54% of the Automotive Carrier Services Division's revenue in 1996,
1995 and 1994, respectively. The total revenue contributed by the Automotive
Carrier Services Division was 11%, 11% and 14% of the consolidated revenue of
the Company in 1996, 1995 and 1994, respectively.
The GM carriage contracts are typically subject to cancellation upon 30 days
notice by either party. The business is primarily dependent upon 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 other conditions.
As of December 31, 1996, the Automotive Carrier Services Division had 3,349 auto
transport vehicles (including owner-operator vehicles), 4,478 employees
(excluding leased drivers), and provided service through 91 locations in 34
states and 3 Canadian provinces. Most of the Automotive Carrier Services
Division's employees are covered by an industry-wide collective bargaining
agreement, the term of which ends May 31, 1999.
COMPETITION
As an alternative to using the Company's services, customers may choose to
provide similar services for themselves, or may choose to purchase similar or
alternative services from other third-party vendors.
The integrated logistics operations of the Vehicle Leasing & Services Division
and the Automotive Carrier Services Division compete with companies providing
similar services on a national, regional and local level. Additionally, these
businesses are subject to potential competition in most of the regions they
serve from railroads and motor carriers. Competitive factors include price,
equipment, maintenance, geographical coverage and expertise in logistics
related technology. Value-added differentiation of these service offerings has
been, and will continue to be, the Company's strategy.
Ryder International competes, on a country-by-country basis, and on a global
basis, with companies providing similar services in international markets
outside the United States and Canada. In the United Kingdom, the markets for
full service leasing of trucks, tractors and trailers, and dedicated contract
carriage services are well developed and competitive, similar to those in the
U.S. and Canada. Recent developments in Mexico following the approval of the
North American Free Trade Agreement (NAFTA), Germany's continued integration
into the European Community and the resulting deregulation, and Poland's
transformation to a market economy, create a growing opportunity for Ryder
International to provide services in these new markets. Additionally, recent
developments in Argentina and Brazil, such as the expanded investment in
automotive manufacturing, create growing opportunities for Ryder International
to provide services in the southern cone of South America. Ryder International
expects that competition with its services in these emerging markets and in the
global integrated logistics marketplace will develop. Competitive factors
include price, equipment, maintenance, geographical coverage, market knowledge
and expertise in logistics related technology. Value-added differentiation of
the Company's service offerings continues to be Ryder International's strategy
in those markets.
The full service truck leasing, truck rental, and contract and non-contract
truck maintenance operations of the Vehicle Leasing & Services Division compete
with companies providing similar services on a national, regional and local
level. Regional and local competitors may sometimes provide services on a
national level through their participation in various cooperative programs and
through their membership in various industry associations. Competitive factors
include price, equipment, maintenance and geographical coverage. The Vehicle
Leasing & Services Division also competes, to an extent, with a number of truck
and trailer manufacturers who provide truck and trailer leasing, extended
warranty maintenance, rental and other transportation services. Value-added
differentiation of the Vehicle Leasing & Services Division's full service truck
leasing, truck rental, and contract and non-contract truck maintenance service
offerings has been, and will continue to be, the Company's emphasis.
7
The public transportation management, operations and maintenance services and
the student transportation services of the Vehicle Leasing & Services Division
compete with companies providing similar services on a national, regional and
local level. Additionally, many governmental entities choose to provide these
services for themselves. In geographical areas where third-party vendors are
used, the market tends to be fragmented and competitive. Competitive factors
include price, equipment, maintenance and geographical coverage. Value-added
differentiation of these service offerings has been, and will continue to be,
the Company's strategy.
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
and various wastes associated with vehicle maintenance activities. Compliance
with these laws and with the Company's environmental protection policies
involves the expenditure of considerable funds. 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 Company and its
subsidiaries see the information referenced under Items 7 and 8 of this report.
8
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 3, 1996 in conjunction with the Company's 1996 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 54 Chairman, President and
Chief Executive Officer
Dwight D. Denny 53 Executive Vice President - Development
John H. Dorr 50 President - Ryder Public Transportation Services,
Inc.
James B. Griffin 42 President - Ryder Transportation Services
James M. Herron 62 Former Senior Executive Vice President and
General Counsel
Edwin A. Huston 58 Senior Executive Vice President -
Finance and Chief Financial Officer
Thomas E. McKinnon 52 Executive Vice President - Human
Resources and Corporate Services
Larry S. Mulkey 53 President - Ryder Integrated Logistics, Inc.
Lisa A. Rickard 41 Senior Vice President - Government Relations
George P. Scanlon 39 Vice President - Planning and Controller
Randall E. West 48 President - Ryder Automotive Carrier
Services, Inc.
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.
Dwight D. Denny has been Executive Vice President - Development since January
1996, and was President - Ryder Commercial Leasing & Services from December 1992
to December 1995. Mr. Denny served Ryder Truck Rental, Inc. as Executive Vice
President and General Manager - Commercial Leasing & Services from June 1991 to
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.
John H. Dorr has been President - Ryder Public Transportation Services, Inc.
since January 1997. Mr. Dorr served as Senior Vice President and General Manager
of Ryder Public Transportation Services since July 1993 and prior to that was
Vice President and General Manager of Ryder Student Transportation Services from
September 1990 to July 1993.
9
James B. Griffin has been President - Ryder Transportation Services (formerly
Commercial Leasing & Services) since January 1996, and was President - Ryder
Automotive Carrier Group, Inc. from February 1993 to December 1995. Mr. Griffin
served Ryder Truck Rental, Inc. as Vice President and General Manager -
Mid-South Region 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 was Senior Executive Vice President from July 1989 until his
retirement at the end of 1996. Mr. Herron has been General Counsel since April
1973 and continues to serve in that capacity pending the selection of his
successor. 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.
Thomas E. McKinnon has been Executive Vice President - Human Resources and
Corporate Services since February 1997. Mr. McKinnon served as Executive Vice
President - Human Resources from June 1995 until February 1997. Mr. McKinnon
previously served Unisys Corporation as Vice President - Human Resources from
August 1990 to June 1995.
Larry S. Mulkey has been President - Ryder Integrated Logistics, Inc. (formerly
Ryder Dedicated Logistics, Inc.) since November 1990. Mr. Mulkey was President -
Ryder Public Transportation Services from June 1993 to October 1994, and, prior
to the organization of the Ryder Public Transportation Services group, was
President of each of the companies comprising that group from November 1990 to
June 1993. From November 1990 to December 1992, Ryder's operations in the United
Kingdom and Germany reported to Mr. Mulkey. 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.
Lisa A. Rickard has been Senior Vice President - Government Relations since
January 1997. Ms. Rickard served as Vice President - Federal Affairs from
January 1994 until January 1997. Prior to that, Ms. Rickard was with the
Washington law firm of Akin, Gump, Strauss, Hauer & Feld, LLP from June 1982
until December 1993.
George P. Scanlon has been Vice President - Planning and Controller since
January 1997. Mr. Scanlon is the Company's principal accounting officer. Prior
to that, Mr. Scanlon served as Vice President - Corporate Planning since August
1996. Mr. Scanlon served as Group Director - Corporate Planning from October
1993 until August 1996 and Group Director - Audit Services from March 1991 until
October 1993.
Randall E. West has been President - Ryder Automotive Carrier Services, Inc.
(formerly Ryder Automotive Carrier Group, Inc.) since January 1996, and was
Senior Vice President and General Manager of the International Division from
December 1993 to December 1995. Mr. West served Ryder Truck Rental, Inc. as Vice
President and General Manager - Southwest Region from September 1991 to December
1993. Mr. West previously served Ryder Truck Rental, Inc. as Region Vice
President in New Orleans from November 1988 to September 1991.
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 2,026 locations in the United
States, Canada and Puerto Rico; 456 of these facilities are owned and the
remainder are leased. Such locations generally include a repair shop and
administrative offices. Through Ryder International, the Vehicle Leasing &
Services Division has 101 locations in the United Kingdom, Germany, Mexico,
Poland, Argentina and Brazil; 15 of these facilities are owned and the remainder
are leased. Such locations generally include a repair shop and administrative
offices.
10
The Automotive Carrier Services Division has 91 locations in 34 states
throughout the United States and 8 locations in Canada; 24 of these facilities
are owned and the remainder are leased.
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries are involved in various claims, lawsuits, 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, 1996.
11
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. 1996 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. 1996 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 16
through 28 of the Ryder System, Inc. 1996 Annual Report to Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Item 8 is incorporated by reference from pages 30
through 42 and page 43 ("Quarterly Data") of the Ryder System, Inc. 1996 Annual
Report to Shareholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
12
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 7 of the Ryder System, Inc. 1997 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.
Additional information required by Item 10 is incorporated by reference from
page 17 ("Section 16(a) Beneficial Ownership Reporting Compliance") of the Ryder
System, Inc. 1997 Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference from pages 8, 9
("Compensation of Directors") and 21 through 25 of the Ryder System, Inc. 1997
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. 1997 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. 1997 Proxy Statement.
13
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 29 through 42
of the Ryder System, Inc. 1996 Annual Report to Shareholders.
A) Consolidated Statements of Operations for years ended December
31, 1996, 1995 and 1994.
B) Consolidated Balance Sheets for December 31, 1996 and 1995.
C) Consolidated Statements of Cash Flows for years ended December 31,
1996, 1995 and 1994.
D) Notes to Consolidated Financial Statements.
E) Independent Auditors' Report.
2. Not applicable.
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. 1996
Annual Report to Shareholders.
14
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
- ------- -----------
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, previously filed with the Commission as an exhibit to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1993, are incorporated by reference into this
report.
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, 1994, 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 Boston
Equiserve, L.P., dated as of March 8, 1996, filed with the
Commission on April 3, 1996 as an exhibit to the Company's
Registration Statement on Form 8-A 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
15
with the Commission as an exhibit to the Company's Annual Report
on Form 10-K for the year ended December 31, 1991, are
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,
previously filed with the Commission as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December
31, 1993, are incorporated by reference into this report.
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, 1994, 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, previously filed with
the Commission as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993, is incorporated
by reference into this report.
10.2(c) The form of change of control severance agreement for executive
officers effective as of July 1, 1993, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1993, is incorporated by
reference into this report.
10.2(d) The form of change of control severance agreement for executive
officers effective as of May 1, 1996.
10.3(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, 1994, is
incorporated by reference into this report.
10.3(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, previously filed with the Commission as an
exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1993, is incorporated by reference into this
report.
10.3(c) The form of severance agreement for executive officers effective
as of July 1, 1993, previously filed with the Commission as an
exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1993, is incorporated by reference into this
report.
10.3(d) The form of severance agreement for executive officers effective
as of May 1, 1996.
10.4 The form of Ryder System, Inc. Incentive Compensation Deferral
Agreement dated as of November 30, 1995, previously filed with
the Commission as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, is incorporated
by reference into this report.
16
10.5 The form of Ryder System, Inc. Salary Deferral Agreement dated
as of November 30, 1995, previously filed with the Commission as
an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, is incorporated by reference into
this report.
10.6 The form of Ryder System, Inc. director's fee deferral agreement
dated as of December 31, 1995, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1995, is incorporated by
reference into this report.
10.7(a) The Ryder System, Inc. 1996 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, 1995, is incorporated by
reference into this report.
10.7(b) The Ryder System, Inc. 1996 Hybrid 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, 1995, is incorporated by
reference into this report.
10.8 The Ryder System, Inc. 1996 Incentive Compensation Plan for
Ryder System, Inc. Senior Executive Vice Presidents and
Executive Vice President - Development, previously filed with
the Commission as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, is incorporated
by reference into this report.
10.9 The Ryder System, Inc. 1996 Incentive Compensation Plan for
President - Ryder International, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1995, is incorporated by
reference into this report.
10.10 The Ryder System, Inc. 1996 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, 1995, is
incorporated by reference into this report.
10.11 The Ryder System, Inc. 1996 Incentive Compensation Plan
for Chairman, President & Chief Executive Officer, Ryder System,
Inc., previously filed with the Commission as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December
31, 1995, is incorporated by reference into this report.
10.12 The Ryder System, Inc. 1996 Incentive Compensation Plan
for President - Commercial Leasing & Services, previously filed
with the Commission as an exhibit to the Company's Annual Report
on Form 10-K for the year ended December 31, 1995, is
incorporated by reference into this report.
10.13 The Ryder System, Inc. 1996 Incentive Compensation Plan
for President - Consumer Truck Rental, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1995, is incorporated by
reference into this report.
10.14 The Ryder System, Inc. 1996 Incentive Compensation Plan
for President - Ryder Dedicated Logistics, previously filed with
the Commission as an exhibit to the
17
Company's Annual Report on Form 10-K for the year ended December
31, 1995, is incorporated by reference into this report.
10.15 The Ryder System, Inc. 1997 Incentive Compensation Plan
for Headquarters Executive Management Levels MS 11 and Higher.
10.16(a) The Ryder System, Inc. 1980 Stock Incentive Plan, as amended and
restated as of August 18, 1995, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1995, is incorporated by
reference into this report.
10.16(b) The form of Ryder System, Inc. 1980 Stock Incentive Plan, United
Kingdom Section, dated May 4, 1995, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1995, is incorporated by
reference into this report.
10.16(c) The form of Ryder System, Inc. 1980 Stock Incentive Plan, United
Kingdom Section, dated October 3, 1995, previously filed with
the Commission as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, is incorporated
by reference into this report.
10.16(d) Combined Non-Qualified Stock Option and Limited Stock
Appreciation Right Agreement, dated January 15, 1996, between
Ryder System, Inc. and E.A. Huston, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1995, is incorporated by
reference into this report.
10.16(e) Appendix to Ryder System, Inc. 1980 Stock Incentive Plan
(applicable to the United Kingdom).
10.16(f) Appendix 1 to Ryder System, Inc. 1980 Stock Incentive Plan
(applicable to the United Kingdom).
10.16(g) Appendix 2 to Ryder System, Inc. 1980 Stock Incentive Plan
(applicable to the United Kingdom).
10.17 The Ryder System, Inc. Directors Stock Plan, as amended
and restated as of December 17, 1993, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1993, is incorporated by
reference into this report.
10.18(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.
10.18(b) The First Amendment to the Ryder System Benefit Restoration
Plan, effective as of December 16, 1988, previously filed with
the Commission as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994, is incorporated
by reference into this report.
10.19 Letter agreement, dated April 9, 1993, between Ryder System,
Inc. and James Ernest Riddle, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1994, 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., previously
filed with the Commission as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1993, is
incorporated by reference into this report.
10.21 Tax Sharing Agreement dated as of November 23, 1993
between Ryder System, Inc. and Aviall, Inc., previously filed
with the Commission as an exhibit to the
18
Company's Annual Report on Form 10-K for the year ended December
31, 1993, is incorporated by reference into this report.
10.22(a) The Ryder System, Inc. Stock for Merit Increase Replacement
Plan, as amended and restated as of August 18, 1995, previously
filed with the Commission as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995, is
incorporated by reference into this report.
10.22(b) The form of Ryder System, Inc. Non-Qualified Stock Option
Agreement, dated as of July 1, 1996.
10.23(a) The Ryder System, Inc. 1995 Stock Incentive Plan, as amended and
restated as of August 18, 1995, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1995, is incorporated by
reference into this report.
10.23(b) The form of Combined Non-Qualified Stock Option and Limited
Stock Appreciation Right Agreement, dated October 2, 1996.
10.24 The Ryder System, Inc. Savings Restoration Plan effective
April 1, 1995, previously filed with the Commission as an
exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, is incorporated by reference into this
report.
10.25 The Ryder System, Inc. Deferred Compensation Plan effective
January 1, 1997.
10.26(a) Severance Agreement, dated as of May 1, 1996, between Ryder
System, Inc. and J.M. Herron.
10.26(b) Amendment, dated December 19, 1996, to the Severance Agreement,
dated as of May 1, 1996, between Ryder System, Inc. and J.M.
Herron.
10.27 Agreement and Release, dated as of November 7, 1996, between
Ryder System, Inc. and J.E. Riddle.
10.28 The Asset and Stock Purchase Agreement by and between
Ryder Truck Rental, Inc. and RCTR Holdings, Inc. dated as of
September 19, 1996, filed with the Commission on September 20,
1996 as an exhibit to the Company's report on Form 8-K, is
incorporated by reference into this report.
11.1 Statement regarding computation of per share earnings.
13.1 Portions of the Ryder System, Inc. 1996 Annual Report to
Shareholders. Those portions of the Ryder System, Inc. 1996
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.
19
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 subsidiaries.
24.1 Manually executed powers of attorney for each of:
Arthur H. Bernstein
Joseph L. Dionne
Edward T. Foote II
John A. Georges
Vernon E. Jordan, Jr.
David T. Kearns
Lynn M. Martin
Paul J. Rizzo
Alva O. Way
Mark H. Willes
27.1 Financial Data Schedule.
(b) Reports on Form 8-K:
A report on Form 8-K, dated November 1, 1996, was filed by the registrant
with respect to a press release reporting that the registrant was
exploring strategic options for its Automotive Carrier Services business
unit.
A report on Form 8-K, dated November 1, 1996, was filed by the registrant
announcing the completion of the sale of its Consumer Truck Rental
business unit. The report also included pro forma consolidated condensed
financial information for the registrant, after giving effect to the sale
of its Consumer Truck Rental business unit.
(c) Executive Compensation Plans and Arrangements:
Please refer to the description of Exhibits 10.1 through 10.27 set
forth under Item 14(a)3 of this report for a listing of all management
contracts and compensation plans and arrangements filed with this report
pursuant to Item 601(b)(10) of Regulation S-K.
20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: March 26, 1997 RYDER SYSTEM, INC.
By: /S/ M. ANTHONY BURNS
------------------------------
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 26, 1997 By: /S/ M. ANTHONY BURNS
--------------------
M. Anthony Burns
Chairman, President and Chief
Executive Officer
(Principal Executive Officer)
Date: March 26, 1997 By: /S/ EDWIN A. HUSTON
-------------------
Edwin A. Huston
Senior Executive Vice President - Finance
and Chief Financial Officer
(Principal Financial Officer)
Date: March 26, 1997 By: /S/ GEORGE P. SCANLON
---------------------
George P. Scanlon
Vice President - Planning and Controller
(Principal Accounting Officer)
21
Date: March 26, 1997 By: /S/ ARTHUR H. BERNSTEIN *
---------------------------------
Arthur H. Bernstein
Director
Date: March 26, 1997 By: /S/ JOSEPH L. DIONNE *
------------------------------
Joseph L. Dionne
Director
Date: March 26, 1997 By: /S/ EDWARD T. FOOTE II *
--------------------------------
Edward T. Foote II
Director
Date: March 26, 1997 By: /S/ JOHN A. GEORGES *
----------------------------
John A. Georges
Director
Date: March 26, 1997 By: /S/ VERNON E. JORDAN, JR. *
----------------------------------
Vernon E. Jordan, Jr.
Director
Date: March 26, 1997 By: /S/ DAVID T. KEARNS *
---------------------------
David T. Kearns
Director
Date: March 26, 1997 By: /S/ LYNN M. MARTIN *
--------------------------
Lynn M. Martin
Director
Date: March 26, 1997 By: /S/ PAUL J. RIZZO *
------------------------
Paul J. Rizzo
Director
Date: March 26, 1997 By: /S/ ALVA O. WAY *
----------------------
Alva O. Way
Director
22
Date: March 26, 1997 By: /S/ MARK H. WILLES *
-------------------------
Mark H. Willes
Director
*By: /S/ DAVID M. BEILIN
-------------------------
David M. Beilin
Attorney-in-Fact
23
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.2(d) The form of change of control severance agreement for executive
officers effective as of May 1, 1996.
10.3(d) The form of severance agreement for executive officers effective
as of May 1, 1996.
10.15 The Ryder System, Inc. 1997 Incentive Compensation Plan
for Headquarters Executive Management Levels MS 11 and Higher.
10.16(e) Appendix to Ryder System, Inc. 1980 Stock Incentive Plan
(applicable to the United Kingdom).
10.16(f) Appendix 1 to Ryder System, Inc. 1980 Stock Incentive Plan
(applicable to the United Kingdom).
10.16(g) Appendix 2 to Ryder System, Inc. 1980 Stock Incentive Plan
(applicable to the United Kingdom).
10.22(b) The form of Ryder System, Inc. Non-Qualified Stock Option
Agreement, dated as of July 1, 1996.
10.23(b) The form of Combined Non-Qualified Stock Option and Limited
Stock Appreciation Right Agreement, dated October 2, 1996.
10.25 The Ryder System, Inc. Deferred Compensation Plan effective
January 1, 1997.
10.26(a) Severance Agreement, dated as of May 1, 1996, between Ryder
System, Inc. and J.M. Herron.
10.26(b) Amendment, dated December 19, 1996, to the Severance Agreement,
dated as of May 1, 1996, between Ryder System, Inc. and J.M.
Herron.
10.27 Agreement and Release, dated as of November 7, 1996, between
Ryder System, Inc. and J.E Riddle.
11.1 Statement regarding computation of per share earnings.
13.1 Portions of the Ryder System, Inc. 1996 Annual Report to
Shareholders. Those portions of the Ryder System, Inc. 1996
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 subsidiaries.
24.1 Manually executed powers of attorney for each of:
Arthur H. Bernstein
Joseph L. Dionne
Edward T. Foote II
John A. Georges
Vernon E. Jordan, Jr.
David T. Kearns
Lynn M. Martin
Paul J. Rizzo
Alva O. Way
Mark H. Willes
27.1 Financial Data Schedule.